THIS DECLARATION, made this 23 day of A.D. 1976, by B-K PROPERTIES, a Partnership hereinafter called Developer with the joinder of RADNOR TOWNSHIP, Delaware County, Pennsylvania.

WITNESSETH

WHEREAS Developer is the owner of the real property described in Exhibit "A" attached hereto and desires to create thereon a residential community with permanent parks, playgrounds, open spaces and other common facilities for the benefit of the said community; and
WHEREAS Developer desires to provide for the preservation of the values and amenities in said community and for the maintenance of said parks, playgrounds, open spaces and other common facilities; and, to this end, desires to subject the real property described in Article II to the covenants, restrictions, easements, charges and liens, hereinafter set forth, each and all of which is and are for the benefit of said property and each owner thereof; and
WHEREAS Developer has deemed it desirable, for the efficient preservation of the values and amenities in said community, to create an agency to which should be delegated and assigned the powers of maintaining and administering the community properties and facilities and administering and enforcing the covenants and restrictions and collecting and disbursing the assessments and charges hereinafter created; and
WHEREAS Developer has incorporated under the laws of the state of Pennsylvania, as a non-profit corporation THE ITHAN MILLS ASSOCIATION, for the purpose of exercising the functions aforesaid.

NOW, THEREFORE,the Developer declares that the real property described in Article II is and shall be held, transferred, sold, conveyed and occupied subject to the covenants, restrictions, easements charges and liens (sometimes referred to as "covenants and restrictions") hereinafter set forth.

ARTICLE I
Definitions.

Section 1. Definitions. The following words when used in this Declaration or any Supplemental Declaration (unless the context shall prohibit) shall have the following meanings:
A. "Association" the Ithan Mills Association.
B. "The Properties" all the property owned by Developer as shown on Exhibit "Al".
C. "Common Properties" those areas of land shown on any recorded subdivision plot of The Properties or any section of The Properties, and devoted to the common use and enjoyment of the owners of Lots, including, but not limited to, all utility lines and other common facilities situate upon or beneath The Properties.
D. "Lot" any individual plot of land shown upon any recorded subdivision map of The Properties which is intended for development with a single family dwelling.
E. "Owner" the record owner, whether one or more persons or entities, of the fee simple title to any Lot situated upon the properties but, notwithstanding any applicable theory of the mortgage, shall not mean or refer to the mortgagee unless and until such mortgagee has acquired title pursuant to foreclosure or any proceeding in lieu of foreclosure.
F. "Member" all those Owners who are members of the Association as provided in Article III, Section 2, hereof.
G. "General Plan of Development" that certain site plan for the overall development of The Properties which is attached hereto as Exhibit "B". Nothing contained in this Declaration is intended to prohibit Developer from developing or improving all or any portion of the real property encompassed by said Plan in accordance with such variation from said Plan as may be approved by the appropriate governmental authorities and by vote of the Association pursuant to Article II hereof.

ARTICLE II
Property Subject to this Declaration

Section 1 The real property which is and shall-be held, transferred, sold, conveyed and occupied subject to this Declaration is located in Radnor Township, Delaware County, Pennsylvania, and is more particularly shown on Exhibit C and designated as Section I on Exhibit "A-1", both of which are attached hereto and incorporated herein.
Section 2 Subjection of Additional Property to The Scheme of this Declaration. All or any part of the Properties, outside of Section I, (hereinafter called "Additional Property") may be subjected to the scheme of this Declaration in either of the two following ways:
A. The Developer shall have the right from time to time to subject to the scheme of this Declaration, without any requirement for the consent of any other individuals or entities, all or any part of the Additional Property provided that the property, to be subjected at the time of its subjection, shall have been developed and improved substantially in accordance with the General Plan of Development. For purposes of this Article II, Section 2 A, no part of the Additional Property shall be regarded to have been developed or improved in a fashion not substantially in accordance with the General Plan of Development by virtue of:
1. any change in the area content of any of the Lots which according to the General Plan of Development may be developed on the Additional Property so long as any such change does not reduce by more than twenty percent (20%) the number of Lots permitted by the General Plan of Development to.be developed on the particular portion of the Additional Property which is being subjected to the scheme of this Declaration; or
2. the development of Buildings on any portion of the Additional Property in an Architectural style different from the architectural style of the Buildings developed on Section 1.
3. any change from the General Plan of Development in the location or alignment of Buildings, roadways, walkways, parking areas, utility lines or other improvements made appropriate in the opinion of Developer by topographical conditions presently unknown or required by utility companies or governmental bodies.
4. The additions authorized pursuant to this subsection shall be made by Developer filing of record a Supplementary Declaration of Community Covenants, Restrictions and Easements which shall refer to this Declaration and shall extend the scheme of these Community Covenants to the property described in the Supplementary Declaration. Such Supplementary Declaration may contain such complementary additions and modifications of the covenants, restrictions, easements, charges and liens contained in this Declaration as may be necessary to reflect the different character, if any, of the added properties and as are not inconsistent with the scheme of this Declaration. In no event, however, shall such Supplementary Declaration revoke, modify or add to the covenants established by this Declaration within Section 1.
B. In the event that all or any part of the Additional Property is developed in a fashion not substantially in accordance with the General Plan of Development, the Developer may request the Association and Radnor Township to approve the subjection of such property to the scheme of this Declaration, and upon approval in writing of the Association pursuant to a vote of its Members as provided in its Articles of Incorporation, the Developer may subject said property to the scheme of this Declaration by filing of record a Supplementary Declaration of Community Covenants, Restrictions and Easements in accordance with subparagraph A 4 of this Section.

ARTICLE III
Membership and Voting Rights in The Association

Section 1. Governance of Affairs. The Association is a non-profit corporation incorporated under the laws of the Commonwealth of Pennsylvania, and charged with the duties and empowered with the rights set forth herein. The affairs of the Association shall be governed by its Articles of Incorporation and its By-Laws.
Section 2. Membership. Every person or entity, including the Developer, who is a record owner of a fee or undivided fee interest in any Lot which is subject by covenants of record to assessment by the Association shall be a member of the Association, provided that any such person or entity who holds such interest merely as a security for the performance of an obligation shall not be a member.
Section 3. Voting Rights. Each Member, including the Developer, shall be entitled to one vote for each Lot in which the Member holds the interests required for membership by Section 2. When more than one person holds such interest or interests in any Lot, all such persons shall be Members, and the vote for such Lot shall be exercised as they among themselves determine, but in no event shall more than one vote be cast with respect to any such Lot.
Section 4. Duties and Powers of the Association. The Association shall have the duty and obligation to perform each and all of the following and the power to carry out same:
A. To maintain in good order and repair the Common Property, including the duty to make all replacements or renewals of portions of the Common Property necessary to maintain all portions of said property in good order and condition. Said duty to maintain the Common Property shall include, but not be limited to, the responsibility for grass cutting, tree and shrub care, litter removal, snow removal, street cleaning and repair, and maintenance and repair of utility lines to the extent not located within the boundaries of any Lot. The Association shall have the sole and exclusive authority (provided that the Association may delegate said authority) to perform said maintenance of the Common Property.
B. To make-or provide for Capital Improvements to the Common Property (as said term is defined in Article V, Section 4 of this Declaration); provided that a special assessment for such purpose has been authorized by a vote of the Members of the Association as therein set forth. The Association shall have the sole and exclusive right to make or provide for Capital improvements to the Common Property.
C. To take and carry out all action reasonably necessary and proper to enforce the covenants set forth in this Declaration, including, when necessary, the commencement and maintenance of actions and suits to restrain and enjoin any breach or threatened breach of said covenants.
D. To establish, promulgate, amend, repeal and enforce rules for the fair and equitable use and enjoyment of the Common Property. Said rules shall be known as the Ithan Mills Community Rules.
E. To maintain all lighting fixtures employed to illuminate the walkways and parking lots, if any, situate upon the Common Properties, and to service and maintain electric utility service for same.
F. To secure and maintain, policies of fire and extended coverage insurance on any improvements located on the Common Property and/or policies of bodily injury liability insurance and property damage liability insurance insuring against any and all liability with respect to the ownership, maintenance and/or repair of the Common Property.
G. To secure and maintain policies of directors and officers of the Association against personal liability arising in connection with the performance of their official duties to the extent available at reasonable rates.
H. To perform any other act necessary or proper to carry out any of the foregoing specified duties and obligations or any other duty or obligation expressly or impliedly established elsewhere in this Declaration.
I. To perform any other act not authorized by Article III, Section 4 A through 11 of this Declaration, but necessary for proper to promote the common health, safety or welfare of the residents of The Properties provided that said Act shall have the assent of all of the Members who are voting in person or by proxy at a meeting duly called for this purpose, written notice of which shall be sent to all Members at least thirty (30) days in advance and shall set forth the purpose of the meeting.

ARTICLE IV
Property Rights in the Common Properties and Lots

Section 1. Members' Easements of Enjoyment. Subject to the provisions of Section 3 every Member and his immediate family shall have a right and easement of enjoyment in and to the Common Properties, and such easement shall be appurtenant to and shall pass with the title to every Lot. Said right and easement shall include, but not be limited to, a right for vehicular ingress and egress over any roadways or walkways that are part of the Common Properties or are situate within any portion of the Properties which are or may become subject to this Declaration.
Section 2. Title to Common Properties. The Developer may retain the legal title to the Common Properties until such time as it has completed improvements thereon and until such time as, in the opinion of the Developer, the Association is able to maintain the same, but, notwithstanding any provision herein, the Developer hereby covenants, for itself, its heirs and assigns, that it shall convey the Common Properties located within Section I to the Association, free and clear of all liens and encumbrances other than this Declaration: "easements, restrictions or encumbrances existing on the date of recording this Declaration and those created in connection with the development of the Properties, not later than five (5) years after Developer begins construction on the Properties outside of Section I or at such time as is specified in any Supplementary Declaration of Community Covenants, Restrictions and Easements."
Section 3. Extent of Members' Easements. The rights and easements of enjoyment created hereby shall be subject to the following:
A. the right of the Association, as provided in its Articles and Bylaws, to suspend the enjoyment rights of any Member for any period during which any assessment remains unpaid, and for any period not to exceed thirty (30) days for any infraction of its published rules and regulations; and
B. the rights of the Association to charge reasonable admission and other fees for the use of the Common Properties as may be agreed upon by the Members;
and C. the right of the Association to dedicate or transfer all or any part of the Common Properties to any public agency, authority or utility for such purposes and subject to such conditions as may be agreed to by the Members, provided that no such dedication or transfer, determination as to the purposes or as to the conditions thereof, shall be effective unless approved by Radnor Township and an instrument signed by Members entitled to cast two-thirds (2/3) of the votes of the Association has been recorded, agreeing to such dedication, transfer, purpose or condition, and unless written notice of the proposed agreement and action thereunder is sent to every Member at least ninety (90) days in advance of any action taken; and
D. right of Radnor Township, as set forth in the Radnor Township Zoning Ordinance 51809, of taking whatever steps necessary if the common open space is, in the judgment of the Board of Commissioners, permitted to deteriorate, or is not maintained in reasonable condition in accordance with the plan approved by the Township to require compliance with the Plan, including the right MORE