DECLARATION OF RESTRICTIONS, COVENANTS AND EASEMENTS FOR THE VILLAGE OF BRIARCREST, A PLANNED COMMUNITY

DECLARATION OF RESTRICTIONS, COVENANTS AND EASEMENTS FOR THE VILLAGE OF BRIARCREST, A PLANNED COMMUNITY THIS DECLARATION OF RESTRICTIONS, COVENANTS AND EASEMENTS (hereinafter the Declaration ) is made the 21st day of June, 2002 by PENN WYNNE BRIARCREST LIMITED PARTNERSHIP, a Pennsylvania limited partnership (hereinafter referred to as the Declarant ) and BRIARCREST HOMEOWNERS ASSOCIATION, a Pennsylvania non-profit corporation ( Grantee ). BACKGROUND OF THE DECLARATION A. Declarant is the owner and the developer of a property consisting of approximately 8.235 acres located on Lexington Way and Briarcrest Drive, in Caernarvon Township (the Township ), Berks County, Pennsylvania as is more particularly described in Exhibit A attached hereto and made a part hereof (the Community Property ). B. The Community Property will be developed in accordance with plans entitled Valley Ponds Land Development, prepared for Declarant by Weiser Engineering Consultants, originally dated February 1, 2001 and last revised July 3, 2001, which plans were recorded in the Office of the Recorder of Deeds of Berks County ( Recorder of Deeds ), Pennsylvania, in Volume 252 at page 56 (The full set of such Plans consisting of twenty-two pages are hereinafter referred to collectively as the Subdivision Plans and, to the extent not fully recorded, may be found in the permanent records of the Township). The Community Property is shown as Phase 3B, Part 1, in the Subdivision Plans. C. The Community Property will be developed for forty-five single-family attached homes on fee simple lots, as more particularly depicted in the Subdivision Plans. D. The purposes of this Declaration are as follows: (i) to provide for the development of the Community Property as an attractive and harmonious community; (ii) to provide for a high quality of construction and aesthetic appearance and (iii) to create an entity to which shall be delegated and assigned the powers and duties of (a) maintaining and administering all undeveloped and restricted open space; (b) enforcing the covenants, conditions and restrictions set forth in this Declaration and (c) levying, collecting and disbursing the assessments and charges hereinafter created. Declarant shall incorporate, under the laws of the Commonwealth of Pennsylvania as a non-profit organization, the BRIARCREST HOMEOWNERS ASSOCIATION for the purpose of exercising the aforesaid functions. ARTICLE I Submission of the Property 1.1 Declarant, for itself, its successors and assigns, hereby declares and each owner of any portion of the Community Property by acceptance of a deed therefore, whether or not it shall be so expressed in such deed, is deemed to covenant and agree that the Community Property is, and shall be held, transferred, sold, conveyed, leased, occupied and used subject to the covenants, PHL_A #1561738 v8

obligations, conditions, easements, duties and other provisions created, declared and contained in this Declaration. 1.2 The Community Property is submitted under and subject to the matters of record listed on Exhibit B (the title matters of record), only to the extent such matters continue to affect the Community Property, the Declarant expressly disclaiming any intent to revive or extend any such matters which do not presently affect the Community Property. ARTICLE II Definitions The following words when used in this Declaration (unless the context clearly indicates otherwise), shall have the following meanings: 2.1 Additional Real Estate shall have that meaning as set forth in Section 3.1 hereof. 2.2 Additional Units shall have that meaning as set forth in Section 3.1 hereof. 2.3 Agreement of Sale shall have that meaning as set forth in Section 3.1 hereof. 2.4 Association shall mean the BRIARCREST HOMEOWNERS ASSOCIATION, a non-profit corporation incorporated under the laws of the Commonwealth of Pennsylvania, its successors and assigns. 2.5 Board shall mean the Executive Board of the Association, elected in accordance with the By-Laws of the Association. 2.6 By-Laws shall mean the By-Laws of the Association, which have been or shall be adopted by the Board, as such By-Laws may be amended from time to time. 2.7 Common Assessment shall mean the charge against each Unit Owner and his/her Unit, representing a portion of the total costs to the Association of maintaining, improving, repairing and replacing, landscaping and improvements of all items and areas that are the subject of the Common Maintenance Obligations. The funds raised by such charges shall be placed in the Operating Fund. 2.8 Common Elements shall mean all the real property and improvements owned, maintained, improved, repaired, replaced, regulated, managed, insured or controlled by the Association including, without limitation, landscaped areas, retention basins, berms, roadways not dedicated, entrance gates and signage, lighting, and all other open space not included within title lines of any Lot. Common Elements shall also include all landscaping installed by the Declarant or its successor on the entire Community Property. 2.9 Common Expenses shall mean expenditures made by or financial liabilities of the Association, together with any allocation to reserves of such expenditures, including, without limitation, the actual and estimated costs of: maintenance, management, operation, repair and PHL_A #1561738 v8 2

replacement of all items or areas that are the subject of Common Maintenance Obligations (including unpaid Special Assessments), including those costs not paid by the Unit Owner responsible for payment; costs of compensation paid by the Association to professionals and other employees; the costs of all landscaping, maintenance, repairs and replacement of improvements and other services benefiting the Common Maintenance Obligations; the costs of fire, casualty and liability insurance, workmen s compensation insurance, and other insurance covering the Community Property or the officers and directors of the Association; the costs of trash removal (not including the cost of trash removal for each Unit assessed as a Special Assessment as provided below); taxes paid by the Association; amounts paid by the Association for discharge of any lien or encumbrance levied against the Community Property or portions thereof; the costs for maintenance, repairs and replacements for fire hydrants within the Community, and water supply thereto; the costs of electrical service and supply for all street and monument lighting and light posts within the Community; the costs for maintenance, repairs and replacement of the portion of the sewer system located upon, on or in Common Elements; the costs for Maintenance (as that term is defined below); and the costs of any other item or items designated by, or in accordance with other expenses incurred by the Association for any reason whatsoever in connection with the Community Property, for the benefit of all of the Unit Owners. 2.10 Common Maintenance Obligations shall mean all maintenance obligations, including, but not limited to, landscaping and maintaining all Common Elements, as well as maintaining the Common Facilities. 2.11 Community means the development of the Community Property as The Village of Briarcrest Planned Community, in accordance with the Subdivision Plans. 2.12 Common Facilities means the real estate within the Community which is owned by the Association including, without limitation, Drainage Systems, stormwater detention basins, improvements, septic systems, sanitary sewer lines and water lines described in Section 3.3 hereof, all other systems, amenities, roadways, and improvements on the Community Property which are intended to be used in common by the Unit Owners, and which are not dedicated to Caernarvon Township. 2.13 Controlled Facilities means any real estate that is a part of the Community Property, as may be shown on the Subdivision Plans, that is not a Common Facility but is maintained, improved, repaired, replaced, regulated, managed, insured or controlled by the Association. 2.14 Declarant means PENN WYNNE BRIARCREST LIMITED PARTNERSHIP. 2.15 Declaration means this document, as it may be amended from time to time. 2.16 Drainage Systems shall mean such storm water management/erosion and sediment control plan pipes, swales, channels or any other natural or artificial means shown on the Erosion Plan, the Grading Plan and/or Utility Plan to convey surface waters from any portion of the Community Property to or from now existing or hereafter constructed stormwater detention basins. 2.17 Dwelling means a residence built upon a Lot. PHL_A #1561738 v8 3

2.18 Erosion Plan means those certain plans entitled Village of Briarcrest Erosion and Sediment Control, prepared for Declarant concerning the Community Property which is part of the Subdivision Plans. 2.19 Grading Plan means the Village of Briarcrest Grading Plan prepared for Declarant concerning the Community Property which is part of the Subdivision Plans. 2.20 Limited Controlled Facilities means any portion of the Controlled Facilities, if any, as may be shown on the Subdivision Plans, other than Controlled Facilities which are themselves part of a Unit, allocated by the Declaration, for the exclusive use of one or more, but fewer than all, of the Units. Limited Controlled Facilities shall include, but not be limited to, exterior decks and/or patios utilized by one or more, but fewer than all, Units. 2.21 Lot means any lot or other parcel in the Community Property shown upon the Subdivision Plans, together with any and all improvements thereon, on which a residential structure could lawfully be constructed, whether or not one has been constructed. 2.22 Manager shall mean the person, firm or corporation, if any, appointed by the Association hereunder as its agents to whom there has been delegated certain duties, powers or functions of the Association. 2.23 Master Declaration shall have the meaning set forth in Section 8.17 hereof. 2.24 Member shall mean any person or entity holding a membership in the Association as provided herein. 2.25 Mortgage shall mean any mortgage affecting a Lot or other portion of the Subdivision. 2.26 Mortgagor shall mean a person or entity who mortgages his or its property to another (i.e., the maker of the Mortgage). 2.27 Mortgagee shall mean the person who owns the Mortgage. 2.28 Operating Fund shall mean the accounts created for receipts and disbursements of the Association, pursuant to Article XIII hereof. 2.29 Person shall mean a natural person or any other entity with the legal right to hold title to real property. 2.30 Special Assessment shall mean a charge against a particular Unit Owner and his Lot directly attributable to the Unit Owner, equal to the cost incurred by the Association for action performed pursuant to the provisions of this Declaration, plus interest thereon as provided for in this Declaration, or shall mean a charge levied against all Unit Owners to pay for Common Expenses not covered by the Common Assessment. The costs incurred by the Association for trash removal from each of the Units within the Community shall be assessed as a Special Assessment upon each Unit. PHL_A #1561738 v8 4

2.31 Subdivision Plans means the Final Subdivision and Land Development Plans entitled Valley Ponds Land Development, prepared for Declarant by Weiser Engineering Consultants, originally dated February 1, 2001 and last revised July 3, 2001 consisting of 22 pages and approved by the Supervisors of Caernarvon Township, and intended to be recorded in the Office for the Recording of Deeds in and for Berks County, Pennsylvania and any amendments thereto. 2.32 Township means Caernarvon Township, Berks County, Pennsylvania. 2.33 Unit means (1) a Lot with a dwelling constructed thereon for which an occupancy permit has been issued by the Township, or (2) if no occupancy permit is required by the Township, a Lot with a dwelling constructed thereon as of the time that Declarant determines such dwelling as being substantially completed. 2.34 Unit Owner shall mean the person or persons or other legal entity or entities, including the Declarant, holding fee simple title to any Unit, including sellers under executory contracts of sale, but excluding those having such interests merely as security for the performance of an obligation. For purposes of Section 4.1 only, unless the context otherwise requires, Owner shall also include the family, invitees, licensees and lessees of any Owner. 2.35 Utility Plan means those certain plans entitled Village of Briarcrest Utility Plans prepared for Declarant concerning the Community Property which is part of the Subdivision Plans. ARTICLE III Description of Community, Units and Common Elements 3.1 The Community. The Community shall consist of the Units constructed within the Community Property more fully described in Exhibit A attached hereto and made a part hereof, together with the easement rights and appurtenances belonging thereto. The Declarant intends to construct no more than forty-five (45) new Units in the development of the Community Property pursuant to the Subdivision Plans, such Units being more particularly identified in the Subdivision Plans. To service the Community, Declarant intends to construct the roadways, storm water management basins and appurtenant pipes, swales, inlets and other components, (collectively referred to as the Drainage Systems ), the sewer system and appurtenant facilities, and the water system and appurtenant facilities. The Community shall be a flexible planned community pursuant to the Uniform Planned Community Act, 68 Pa. (S.A. 5101, et. seq.). The Declarant hereby reserves the option to add additional real estate ( Additional Real Estate ). The Additional Real Estate shall consist of any or all of the following (i) 11.995 acres and up to 57 dwelling units ( Phase 3B, Part 2 Additional Units ) proposed thereon as shown on the Subdivision Plans as Phase 3B, Part 2 (the Phase 3B Additional Property ); (ii) 4.892 acres and the 46 units ( Phase 3A Additional Units ) proposed thereon as shown on the Subdivision Plans as Phase 3A (the Phase 3A Additional Property ), and (iii) 3.29 acres and the 22 units ( Phase I Purpart II Additional Units ) proposed thereon as shown on the Preliminary Plan of Brittany Estates recorded in the office of the Recorder of Deeds in Plan Book Volume 158, page 41 (hereinafter referred to as the Preliminary Plan ) as Phase I Purpart II (the Phase I Purpart II Additional Property ). The Phase 3B Part 2 Additional Units, Phase 3A Additional Units and Phase I Purpart II Additional Units shall be collectively referred to as the Additional Units. The Declarant s option to add any or all of the Additional Real Estate to the PHL_A #1561738 v8 5

Community shall expire seven (7) years after the recording of this Declaration in the Recorder of Deeds. Only the expiration of the above seven (7) year period shall terminate the Declarant s option to add any or all of the Additional Real Estate. Declarant must purchase any and all of the Additional Real Estate from Valley Ponds, L.P., a Pennsylvania limited partnership, or its assignee or successor ( Seller ) before Declarant can add that portion of the Additional Real Estate to the Community. The interest of Unit Owners in the Association, the relative voting strength of Unit Owners of the Association and share of the Common Expenses owed by each Unit Owner may be altered by the addition of any or all of the Additional Real Estate, such that Unit Owners of the units comprised of the Units and those Additional Units added, would have an interest in the Association as well as voting rights in the Association and the share of Common Expenses would be divided among the total units comprised of the sum of the Units and the Additional Units added by Declarant. A legal description of the Additional Real Estate is attached hereto as Exhibit E. A maximum of one hundred twenty five (125) Additional Units may be created on the Additional Real Estate. No assurances are made with respect to whether the Additional Units created on the Additional Real Estate will be compatible with the other Units in the Community in terms of architectural style, quality of construction, principal materials employed in construction and size of the Additional Units. All restrictions in this Declaration affecting use, occupancy and alienation of Additional Units shall apply to Additional Units created within the Additional Real Estate. No assurances are made with respect to the improvements and limited common elements that may be made or created upon or within the Additional Real Estate. No assurances are made with respect to the location of any buildings or other improvements that may be made within the Additional Real Estate. No assurances are made that any limited common elements created within the Additional Real Estate will be of the same general types and sizes as those within other parts of the Community. No assurances are made that the proportion of the limited common elements to units created with Additional Real Estate will be approximately equal to the proportion existing within other parts of the Community. Any assurances made above shall not apply in the event that the Additional Real Estate is not added to the Community. In the event that Additional Units are added to the Community on the Additional Real Estate, the formula used to allocate the fractions, as percentages of the allocated share of the Common Expenses shall be the same as that set forth in section 13.6 hereof and the percentages of votes in the Association shall be the same as that set forth in section 10.1 hereof. 3.2 Unit Boundaries. Each Unit shall consist of the subdivided residential Lot as designated on the Subdivision Plans, or in the event of Additional Property containing the Phase I Purpart II Additional Units, the Preliminary Plan, with a Dwelling for which an occupancy permit has been, or is anticipated to be, issued by the Township. The boundaries of each Unit, including the Unit s identifying number, is shown on the Subdivision Plans, and are described in Exhibit C, attached hereto and made a part hereof. 3.3 Common Elements. Common Elements shall include all real estate not included within the title lines of any Unit and any improvements on such real estate, including, but not limited to, roadways (to the extent not dedicated to Caernarvon Township), water lines (to the extent not dedicated to the Caernarvon Township Municipal Authority), and sanitary sewer lines (to the extent not dedicated to the Caernarvon Township Municipal Sewer Authority), storm water management PHL_A #1561738 v8 6

systems, entry walks (to the extent not dedicated to Caernarvon Township) and open space parcels shown on the Subdivision Plans, or in the event of Additional Property containing the Phase I Purpart II Additional Units, the Preliminary Plan, provided however that an exterior deck or patio attached to a Dwelling shall not constitute a Common Element. ARTICLE IV Unit Owner s Property Rights 4.1 Unit Owner s Easement of Use and Benefit. Until dedication to the Township, every Unit Owner shall have a right and easement of ingress and egress of use and benefit in, to and over the Common Elements which shall be appurtenant to and pass with title to every Unit, subject to the following provisions: 4.1.1 The right of the Association to establish uniform rules and regulations pertaining to the use of the areas that are the subject of Common Maintenance Obligations. 4.1.2 The right of the Association in accordance with its Articles of Incorporation, Bylaws and this Declaration, with the vote or written assent of sixty-seven percent (67%) of Members to borrow money for the purpose of improving the Common Elements and Common Facilities and Controlled Facilities, if any, and in aid thereof, and, subject to the provisions of Article XV of this Declaration, to mortgage, pledge, deed in trust, or hypothecate any or all of its real or personal property as security for money borrowed or debts incurred, provided that the rights of such mortgagee shall be subordinated to the rights of the Unit Owners. 4.1.3 The right of the Declarant (and its sales agents, customers and representatives) to the nonexclusive use of the Common Elements, without charge, for sales, display, access, ingress, egress and exhibit purposes which right Declarant hereby reserves. Declarant may maintain such offices and models in Units that have been constructed but not sold by the Declarant on Lots as selected by Declarant. Declarant may maintain a reasonable number of offices or models for marketing of the development, which shall be two-story Units as constructed by Declarant, except for one trailer which may be utilized as a sales office. In addition, Declarant may maintain one or more trailers to be used as construction offices and for the storage of construction materials. Declarant reserves the right to remove any offices, trailers, personal property and/or fixtures as Declarant may designate. 4.1.4 The right of the Declarant, and its successors and assigns, to have an easement over any Unit for the purpose of access, ingress and egress for the maintenance and repair of the Common Elements and for the purpose of performing any Common Maintenance Obligations. Nothing herein, however, shall obligate Declarant to perform maintenance and repairs on behalf of the Association. 4.1.5 The right of the Association to replace dead, damaged or dying trees or other vegetation and plant trees, shrubs and ground cover comprising any portion of the Common Elements. PHL_A #1561738 v8 7

4.1.6 Declarant hereby reserves for the benefit of the Township, in the event the Association shall fail to comply with the Common Maintenance Obligations as set forth in Section 7.2 herein, a right of access, ingress and egress on the Common Elements for the purpose of maintaining the same. In the event the Township shall undertake such maintenance, the Township may assess the Association for the Township s expense in undertaking such maintenance. Nothing herein, however, shall obligate the Township to perform maintenance obligations on behalf of the Association. 4.2 Delegation of Use. Any Unit Owner may delegate his right of enjoyment to the Common Elements to the members of his family, his tenants, or contract purchasers who reside in his Unit, subject to reasonable regulation by the Board. 4.3 Waiver of Use. No Unit Owner may exempt himself from personal liability for assessments duly levied by the Association, nor release the Lot owned by him from the liens and charges hereof, by waiver of the use and enjoyment of any Common Elements or by abandonment of his Lot or any other property in the Community Property. 4.4 Easements Relating to Unit. Each Unit shall be, and it hereby is, made subject to the following rights, easements and covenants in favor of each Unit and the Association: A. An easement in favor of the Association and its agents, employees and independent contractors for access to the Units for inspection, maintenance, repair and replacement of the Common Elements situated in, upon or accessible from such Units; and correction of emergency conditions in one or more Units, or casualties to the Common Elements and/or the Units. B. The obligation of each Unit Owner to maintain all portions of his Unit in such condition as to insure structural support, sanitary hygienic condition, habitability, soundness and weather tightness of such Unit, and to maintain or repair his Unit, whether after damage by fire or otherwise, so as not to materially impair the value of any other Unit. ARTICLE V Easements and Restrictions 5.1 Easement for Drainage Systems and Storm Water Detention Basins. Declarant hereby reserves unto itself, so long as it maintains a proprietary interest in the Community Property, perpetual, non-exclusive easements over the entire Community Property for purposes of constructing, adjusting, repairing, maintaining and utilizing the Drainage Systems to divert the free and uninterrupted natural flow and drainage of surface waters from the Community Property into any storm water detention basins, pipes, swales, channels or other natural or artificial means to convey surface waters from any portion of the Community Property. 5.2 Utilities. Declarant hereby reserves unto itself, so long as it maintains a proprietary interest in the Community Property, an easement over the Community Property for the present and future installation, maintenance, repair and replacement of electric service, master and/or cable television service, telephone service, emergency communication and security services, water service, PHL_A #1561738 v8 8

storm water and sanitary sewage services, gas service and other utility services and the facilities and appurtenances necessary to the same, which easement shall run in favor of the Declarant and the entity or entities owning or operating these facilities and/or providing the aforementioned services. The Declarant shall have the right to grant to third parties additional utility and similar easements that are deemed reasonable by the Declarant in connection with the supply of utility services to the Community Property or any adjoining parcel. This Section shall not be amended without prior written consent of the Declarant. 5.3 Declarant s Easement for Construction. Declarant hereby reserves unto itself the right and privilege with respect to the construction of Units or Common Elements, or any other improvements, to go upon such portions of the Community Property as may be reasonably necessary (a) for the purposes of construction, reconstruction, maintenance, repair, renovation, replacement or correction of a Unit or any other Common Elements, and (b) for the purpose of discharging the Declarant s obligations or exercising the Declarant s rights. This Section shall not be amended without the prior written consent of the Declarant. 5.4 Easement to the Township to Maintain Storm Water Detention Basins. In the event the Association fails to comply with its obligation to maintain any storm water detention basins, the Declarant hereby grants unto the Township, its successors and assigns, a perpetual, non-exclusive easement over the Community Property for the purpose of inspection, maintaining, servicing, repairing and replacing any storm water detention basins and related facilities. Such easement is to be binding upon every Lot on which stormwater management basins or related facilities (including swales) are located. 5.5 Other Easements. Subject to Township approval, when necessary by federal, state, and/or local law, regulation or ordinance, Declarant reserves the right to subject any portion of the Community Property to an easement or license in favor of any real estate not included in the Community or in favor of any person who is not an owner or occupant of a Unit. If such easement or license has an impact on the budget of the Association, same will be disclosed upon proper amendment to this Declaration. 5.6 Restrictions on Trash Haulers. The Association may contract through the existing Valley Ponds Community Association (formerly, the Brittany Estates Community Association) (the Master Association ) with only one trash hauler to provide trash collection for the Community. In the event that the Master Association does not contract with a trash hauler, the Association shall do so. The costs of such services shall be paid for by the Association, which costs shall be passed onto the Unit Owners as a Special Assessment. 5.7 Restriction Against Further Subdivision. There shall be no further subdivision of any Lot or Common Element within the Community. 5.8 Recording Data. The recording data for recorded easements and licenses appurtenant to or included in the Community, or to which any portion of the Community Property is or may become subject to, is contained in Exhibit D, intended to be attached hereto and incorporated herein. PHL_A #1561738 v8 9

5.9 Watering Easement. Declarant reserves a perpetual easement, perpetual right of way and perpetual right of use in favor of itself and the Association to enter upon any Lot and the exterior of any Dwelling and to make use of any external water spigot located therein or thereon, and to use water drawn from such spigot to water any landscaping, seeding or planting on the Community Property, but only to the extent that such watering is necessary to maintain the viability of such landscaping, seeding or planting. 5.10 Easement for Landscape Maintenance. Declarant hereby reserves unto itself, so long as it maintains a proprietary interest in the Community Property perpetual, non-exclusive easements over the entire Community Property for purposes of planting, repairing and maintaining landscaping as to any portion of the Community Property. ARTICLE VI Architectural Review And Approval 6.1 Members of the Committee. There shall be an Architectural Committee which shall have the rights to review Units, landscaping, building exteriors and aesthetics within the Community. The Architectural Committee, sometimes referred to in this Declaration as the Committee, shall consist of up to three (3) persons as determined by the Executive Board. Following the termination of Declarant control specified below, new members of the Committee shall be appointed for one-year terms by the Executive Board. Members of the Committee may be removed at any time without cause. The Executive Board shall have the right to appoint and remove all members of the Committee. The Executive Board may, by majority decision, overturn or modify any decision of the Committee. 6.2 Review of Proposed Construction. Subject to Section 6.10 of this Declaration, no building, fence, wall, patio cover or other structure shall be commenced, painted, erected or maintained upon the Community Property, nor shall any exterior addition to or change or alteration therein be made until the plans and specifications showing the nature, kind, shape, height, materials and location of the same shall have been submitted to and approved in writing as to harmony of external design and color and location in relation to surrounding structures and topography by the Architectural Committee. The Committee shall approve proposals or plans and specifications submitted for its approval only if it deems that the construction, alterations or additions contemplated thereby in the location indicated will not be detrimental to the appearance of the surrounding area of the Community Property as a whole, that the appearance of any structure affected thereby will be in harmony with the surrounding structures, and that the upkeep and maintenance thereof will not become a burden on the Association. The Committee may condition its approval of proposals or plans and specifications on such changes therein as it deems appropriate, upon the agreement by the Unit Owner submitting the same to grant appropriate easements to the Association or to assume any additional cost of maintenance and may require submission of additional plans and specifications or other information prior to approving or disapproving material submitted. The Committee may also issue rules or guidelines setting forth procedures for the submission of plans for approval, and additional factors which it will take into consideration in reviewing submissions. The Committee may require such detail in plans and specifications submitted for its review as it deems proper, including, without limitation, floor plans, site plans, drainage plans, elevation drawings and description or samples of exterior material and colors. Until receipt by the Committee of any PHL_A #1561738 v8 10

required plans and specifications, the Committee may postpone review of any plans submitted for approval. Thereafter, the Committee shall communicate its response to the submitting Unit Owner within forty-five (45) days after such receipt. Lack of a timely response shall be deemed an approval of the request as made. 6.3 Meetings of the Committee. The Committee shall meet from time to time as necessary to perform its duties hereunder. The Committee may from time to time, by resolution unanimously adopted in writing, designate a Committee representative (who shall be one of its members) to take any action or perform any duties for and on behalf of the Committee, except the granting of variances pursuant to Section 6.8 hereof. In the absence of such designation, the vote of a simple majority of the members of the Committee taken without a meeting shall constitute an act of the Committee. 6.4 No Waiver of Future Approvals. The approval of the Committee to 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 the 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 matter whatever subsequently or additionally submitted for approval or consent. 6.5 Compensation of Members. The members of the Committee shall receive no compensation for services rendered, other than reimbursement for expenses incurred by them in the performance of their duties hereunder. 6.6 Inspection of Work. Inspection of work and correction of defects therein shall proceed as follows: 6.6.1 Upon the completion of any work for which approved plans are required under this Article VI, the Unit Owner shall give written notice of completion to the Committee. 6.6.2 Within thirty (30) days thereafter, the Committee or its duly authorized representative may inspect such work. If the Committee finds that such work was not done in substantial compliance with the approved plans, it shall notify the Unit Owner in writing of such noncompliance within such thirty-day period, specifying the particulars of noncompliance, and shall require the Unit Owner to remedy the same. 6.6.3 If upon the expiration of thirty (30) days from the date of such notification the Unit Owner shall have failed to remedy such noncompliance, the Committee shall notify the Board in writing of such failure. Upon notice and hearing, the Board shall determine whether there is a noncompliance and, if so, the nature thereof and the estimated cost of correcting or removing the same. If a noncompliance exists, the Unit Owner shall remedy or remove the same within a period of not more than fifteen (15) days from the date of announcement of the Board ruling. If the Unit Owner does not comply with the Board ruling within such period, the Board, at its option, may either remove the noncomplying work or remedy the noncompliance, and the Unit Owner shall reimburse the Association, upon demand, for all expenses incurred in connection therewith, including reasonable attorneys fees and costs. If such expenses are not promptly repaid by the Unit Owner to PHL_A #1561738 v8 11

the Association, the Board shall levy a Special Assessment against such Unit Owner for reimbursement. 6.6.4 If for any reason the Committee fails to notify the Unit Owner of any noncompliance within thirty (30) days after receipt of said written notice of completion from the Unit Owner, the work shall be deemed to be in accordance with said approved plans. 6.7 Non-Liability of Committee Members. Neither the Committee nor any member thereof, nor its duly authorized Committee representative shall be liable to the Association, or to any Unit Owner for any loss, damage or injury arising out of or in any way connected with the performance of the Committee s duties hereunder, unless due to the willful misconduct or bad faith of the Committee or any such member or representative. The Committee shall review and approve or disapprove all plans submitted to it for any proposed improvement, alteration or addition, solely on the basis of aesthetic considerations and the overall benefit or detriment which would result to the immediate vicinity and the Community Property generally. The Committee shall take into consideration the aesthetic aspects of the architectural designs, placement of buildings, landscaping, color schemes, exterior finishes and materials and similar features, but shall not be responsible for reviewing, nor shall its approval of any plan or design be deemed approval of, any plan or design from the standpoint of structural safety or conformance with building or other codes. 6.8 Variance. The Committee may authorize variances from compliance with any of the architectural provisions of this Declaration or any supplemental Declaration, including restrictions upon height, size, floor area or placement of structures, or similar restrictions, when circumstances such as topography, natural obstructions, hardship, aesthetic or environmental consideration may require. Such variances must be evidenced in writing, must be signed by at least a simple majority of the members of the Committee, and shall become effective upon recordation in the Office of the Recorder of Deeds of Berks County. If such variances are granted, no violation of the covenants, conditions and restrictions contained in this Declaration or any Supplemental Declaration shall be deemed to have occurred with respect to the matter for which the variance was granted. The granting of such a variance shall not operate to waive any of the terms and provisions of this Declaration or of any Supplemental Declaration for any purpose, except as to the particular property and particular provision hereof covered by the variance, nor shall it affect in any way the Unit Owner s obligation to comply with all governmental laws and regulations affecting his use of the premises, including, but not limited to, zoning ordinances and lot set-back lines or requirements imposed by any governmental or municipal authority. 6.9 Township Approval. Notwithstanding anything to the contrary contained herein, any construction shall be subject to all rules, regulations and ordinances of the Township. 6.10 Reasonable Accommodations: Governmental Requirements. Whenever the Board determines that pursuant to applicable law any building, fence, wall or other structure is required as a reasonable accommodation under applicable law (or whenever a final determination of any governmental authority having jurisdiction to such effect shall have been made and shall not be subject to appeal or further appeal (a final governmental determination ), the Board shall approve the construction thereof subject to such reasonable rules and regulations as the Board and the Architectural Committee shall impose, which may include, without limitation, (i) a requirement that PHL_A #1561738 v8 12

the person seeking such accommodation furnish to the Board reasonable evidence to substantiate the basis for the reasonable accommodation requested (except in instances in which the need for such reasonable accommodation has been determined by a final governmental determination); (ii) a requirement that such reasonable accommodation shall remain in effect only so long as the individual whose condition gave rise to the reasonable accommodation remains a resident of the property in question and continues to experience the condition which gave rise to the reasonable accommodation, and that thereafter all improvements constructed pursuant to the reasonable accommodation be removed by and at the expense of the Unit Owner of the Unit upon which or at whose request such improvements were constructed; (iii) a requirement that the Unit Owner of the Unit in question furnish annually to the Board reasonable evidence as to the matters set forth in (ii) above; and (iv) all reasonable accommodations shall be subject to all of the requirements of this Declaration, the Rules and Regulations or requirements of the Architectural Committee, to the end and effect that the Board and the Architectural Committee shall have the fullest authority permitted by law to approve plans and specifications, design, materials and appearance of the improvement in question. ARTICLE VII Maintenance and Repair Obligations 7.1 Maintenance Obligations of Owners. It shall be the duty of each Unit Owner, at his cost and expense, to maintain and repair such Unit Owner s Unit in a neat, safe, sanitary and attractive condition, subject to the review of the Architectural Committee pursuant to Article VI, including, but not limited to Limited Common Elements. 7.2 Maintenance of Common Elements. A. The Association shall have the primary responsibility to maintain and keep in good repair the Common Elements, such maintenance to be funded as provided hereinafter. This maintenance shall include, but need not be limited to, (1) maintenance, repair and replacement, subject to any insurance then in effect, of all landscaping and other flora, structures and Improvements situated upon the Common Elements, including but not limited to all real and personal property which the Association now or hereafter owns or otherwise holds for the common use and enjoyment of all Owners; (2) mowing, maintaining and replacing grass upon the Common Elements, if any; (3) maintenance of the storm water management basins and drainage areas, (4) keeping the Common Elements free from debris; and (5) snow removal from streets, driveways, and entry walks within the Community Property. Except as otherwise set forth in this Declaration, the Association shall also be responsible for engaging the services of a trash hauler to service all of the Lots, the costs of which shall be a Common Expense. The Association shall engage only one (1) such trash hauler for all of the Lots. B. Except as otherwise specifically provided herein, all costs associated with maintenance, repair and replacement of Common Elements shall be a Common Expense to be allocated among the Owners of all Lots as part of the Base Assessment. All costs associated with any repair, replacement or operation of the sewerage or water facilities located on a Lot shall be assessed directly to and be the sole financial responsibility of the Owner of the Lot on which said sewerage or water facilities are located as a Special Assessment. PHL_A #1561738 v8 13

7.3 Destruction Damage Affecting Units - Duty to Rebuild. If all or any portion of a Unit is damaged or destroyed by fire or other casualty, it shall be the duty of the Unit Owner to rebuild, repair or reconstruct said Unit in a manner which will restore it substantially to its appearance and condition immediately prior to the casualty. If the Unit Owner should fail to rebuild, repair or reconstruct, the Association may undertake such repair or reconstruction and may levy a Special Assessment against the Unit Owner. ARTICLE VIII Use Restrictions. The Units and the Common Elements shall be held, used and enjoyed subject to the following limitations and restrictions: 8.1 Single Family Residence. Subject to Section 8.2 of this Article VIII, each Lot shall be used as a residence for single family and for no other purpose except that a professional office may be maintained in a Unit, if such approval is granted upon proper application to the Township. No sign shall be permitted advertising any such professional use. Otherwise, no part of the Community Property shall ever be used or caused to be used or allowed or authorized in any way, directly or indirectly, for any business, commercial, manufacturing, mercantile, storing, vending or other non-residential purposes; except Declarant, its successors or assigns, may use Lots within the Community Property for model home sites and display sales office during the construction and sales period in accordance with Article IV, Section 4.1.3 of this Declaration. 8.2 Nuisances. No noxious or offensive activity (including but not limited to, the repair of motor vehicles in an uncovered parking area) shall be carried on, in or upon any Unit, nor shall anything be done therein which may be or become an unreasonable annoyance or a nuisance to any other Unit Owner. No loud noises or noxious odors shall be permitted on the Community Property, and the Declarant or the Association shall have the right to determine in accordance with the By- Laws if any noise, odor or activity producing such noise, odor or interference constitutes a nuisance. Without limiting the generality of any of the foregoing provisions, no exterior speakers, horns, whistles, bells or other sound devices (other than security devices used exclusively for security purposes), noisy or smoky vehicles, large power equipment or large power tools, unlicensed off-road motor vehicles or other items which may unreasonably interfere with television or radio reception of any Unit Owner in the Community Property, shall be located, used or placed on any portion of the Community Property, or exposed to the view of other Unit Owners without the prior written approval of the Architectural Committee. Fireplaces and chimneys will be cleaned and maintained on a regular basis and proof of compliance may be required by the Association. 8.3 Restriction on Re-Subdivision. Notwithstanding any future zoning change by the Board of Supervisors of the Township, no Lot on the Community Property, no matter what its size, may be re-subdivided. 8.4 Signs. Other than marketing signs utilized by the Declarant and address signs identifying each Unit, no sign, for sale sign, for rent sign, poster, display, billboard or other PHL_A #1561738 v8 14

advertising device of any kind shall be displayed to the public view on any portion of the Community Property or on any Unit. 8.5 Parking and Vehicular Restrictions. Unit Owners may park their vehicles only in their own garage or driveway. No Unit Owner shall park, store, or keep on any property or street (public or private) within the Community Property any large commercial type vehicle (dump truck, cement mixer truck, oil or gas truck, delivery truck, commercial van, etc.). In addition, unless the Association agrees in writing, no Unit Owner shall place or permit to be placed on any Unit or in the street in front of any Unit any vehicle, truck, van, trailer, camper, boat or the like, except within the confines of an enclosed garage. No Unit Owner shall conduct repairs or restorations of any motor vehicle, boat, trailer, aircraft or other vehicle upon any portion of the Community Property. 8.6 Animal Restriction. No animals, livestock, reptiles or poultry of any kind shall be raised, bred or kept on any Unit, except usual and ordinary dogs, cats, fish, birds and other household pets may be kept on Units, provided that they are not kept, bred or maintained for commercial purposes or in unreasonable quantities. As used in this Declaration, unreasonable quantities shall ordinarily mean more than three (3) pets per household, provided, however, that the Declarant or the Association may determine that a reasonable number in any instance may be more or less. The Declarant or the Association shall have the right to prohibit maintenance of any animal that constitutes, in the opinion of the Declarant or the Association, a nuisance to any other Unit Owner. Animals belonging to Unit Owners, occupants or their tenants or invitees within the Community Property must be confined within an Owner s Unit or be under the direct control of a person capable of controlling the animal. Any Unit Owner shall be absolutely liable to each and all other Unit Owners, their families, guests, tenants, and invitees, for any unreasonable noise or damage to person or property caused by any animals brought or kept upon the Community Property by a Unit Owner or by members of his family, his tenants or his guests; and it shall be the absolute duty and responsibility of each Unit Owner to clean up after such animals which have used any portion of the open space areas. No private doghouse, kennel or other structure to house animals shall be permitted on any Unit. Declarant shall have the sole right to perform farming activities, including the raising, breeding or keeping of animals, livestock, reptiles or poultry, within the Common Elements. 8.7 Outdoor Activities. No garbage, refuse, rubbish, cuttings or other waste materials shall be deposited, kept or permitted upon any Unit. Trash shall be put out for pick up by the curb in an enclosed trash container no earlier than 6 p.m. on the evening before the designated pick-up day and shall be retrieved from the curb within twenty four hours of pick-up. No outdoor clotheslines will be permitted on any Unit. Firewood shall be neatly stacked in a location and manner so as not to be offensive to adjoining Units and shall at all times be kept free of rodents or insects or other hibernating animals. No decorations in or on any yard of a Unit, other than vegetative landscaping, shall be permitted without the approval of the Committee. 8.8 Construction Materials and Equipment. No building materials or equipment of any kind or character shall be placed or stored upon the Units, except within the confines of an enclosed structure, or except in connection with construction approved as herein provided. If building materials or equipment are placed on the Units in connection with such approved construction, that construction shall be promptly commenced and completed with reasonable speed. PHL_A #1561738 v8 15

8.9 Outside Installations. 8.9.1 Any exterior lighting installed on the Units shall either be indirect or of such controlled focus and intensity as to not disturb the residents of the Community Property. The source of illumination shall be shielded so as not to be visible from any location off the Unit. 8.9.2 No used, previously created or temporary house structure or house trailer, and no temporary, non-permanent outbuilding including but not limited to storage sheds, shall ever be placed, erected or allowed to remain on the Units, except during construction activities approved as herein provided. 8.9.3 No fences may be erected, constructed or maintained on any Unit. 8.9.4 No pools of any kind (either inground or above ground) or outdoor playground equipment may be erected, constructed, placed, located or maintained on any Unit. 8.9.5 No landscaping, except grass, and no pillars, fences or other structures or improvements may be maintained between the curb and the ultimate right-of-way. 8.9.6 None of the following shall be permitted to be installed or exist on a Unit by any person or entity: (i) Active solar heating devices; (ii) Overhead wires, including, but not limited to, electrical, telephone and television cable wires. Any exterior wires must be buried beneath the ground. The Declarant, however, retains the power for itself and any successor in interest to waive this restriction regarding overhead wires. Any such waiver must be in writing and approved by the Township; 8.9.7 No exterior radio antennae, television antennae, satellite dishes or other signal receptors of any type shall be erected or maintained in the Community Property without review and approval by the Architectural Committee as to location and appearance. Signal receptors shall be subject to the following restrictions: (i) Only one antenna or satellite dish shall be permitted per Unit; (ii) no satellite dish may be greater than eighteen (18) inches in diameter; (iii) no antenna shall be installed on the exterior of any Unit unless a Unit Owner can demonstrate that a reasonably acceptable signal cannot be received with internal installation; (iv) any external installation shall be colored to match the surrounding or background structure; PHL_A #1561738 v8 16