Covenants

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D'eed Doc CNDO

Receded 01/05/2005 10:18AME After Recording Return To:ạẠồạ

G. Marcus Hodge Heverly Logau

Fortson, Bentley & Grifin, P.A. Clert: Superior Cout, Athens-Clarke County, Ga. P.O. Box 1744

Athens, GA 30603 BL: 02795 F 0341-0397

DECLARATION

OF

THE OVERLOOK ON BAXTER CONDOMINIUM

PREPARED BY:

G. Marcus Hodge, Esquire

Fortson, Bentley and Griffin, P.A.

440 College Avenue, North, Suite 220

P.O. Box 1744

Athens, Georgia 30603

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INDEX TO DECLARATION OF THE OVERLOOK ON BAXTER CONDOMINIUM

ARTICLE I.

Statutory Reference

1.01 Georgia Condominium Act .

1.02 Definitions. ...

ARTICLE II.

Property Rights

2.01 Name and General Description.

2. 02 Description of Units..

2.03 Subdivision of Units.

2.04 Description of Limited Common Elements.

2.05 Description of Common Elements; Use Charges

2.06 Easements .

2.07 Allocation of Undivided Interest in Common Elements 2.08 Alterations of Units.

2.09 Reassignment of Limited Common Elements.

2.10 Subsequent Assignment of Common Elements as Limited

Common Elements.

ARTICLE III

Maintenance and Repair

3.01 Association

3.02 Unit Owner (s) .

ARTICLE IV

Assessments

4.01 General Obligation. . .

4.02 Special Assessments.

4.03 Allocation of Liability for Common Expenses

4.04 Priority of Lien. ...

ARTICLE V

Insurance

5.01 General Obligation and Authority.

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ARTICLE VI

Casualty Losses

6.01 Damage and Destruction.

ARTICLE VII

Eminent Domain

7.01 General

7.02 Notice to Unit Owners and Mortgagees.

ARTICLE VITI

Use Restrictions

8.01 Residential Purposes...

ARTICLE IX

The Condominium Association and Administration 9.01 General

9.02 Allocation of Votes in the Association.

9.03 Meetings..

9.04 Rules and Regulations

9.05 Liability.

9.06 Compensation.

ARTICLE X

General Provisions

10.01 Status of Declarant

10.02 Amendment . . .

10.03 Rights of Third Parties

10.04 Termination.

10.05 Withdrawal of Submitted Property.

10.06 Enforcement.

10.07 Acceptance of Improvements.

10.08 Duration.

10.09 Limitations

10.10 Gender and Grammar

10.11 Captions.

10.12 severability.

10.13 Interpretation.

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10.14 controlling Law

Author. .

Recordation

Exhibits

Exhibit A - Legal description

Exhibit B - Unit boundary description

Exhibit C - Architect's Certification

Exhibit D - Voting and Common Elements Allocation

Exhibit E - Use Restrictions

Exhibit F - Bylaws of the Association

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STATE OF GEORGIA

COUNTY OF ATHENS-CLARKE

DECLARATION OF CONDOMINIUM

FOR

THE OVERLOOK ON BAXTER CONDOMINIUM

THIS DECLARATION, made this HE day of January, 2005, by BABB ENTERPRISES, LIC, a Georgia limited liability company (hereinafter referred to as "Declarant").

WITNESSETH:

WHEREAS, Declarant is the fee simple owner of all that tract or parcel of land (hereinafter referred to as the "Property"), described in Exhibit "A" attached hereto and by this reference made a part hereof, and the improvements situated thereon, and desires to submit the Property and the improvements to the provisions of the Georgia Condominium Act (Official Code of Ga. Ann. Title 44, Chapter 3, Article 3) (hereinafter sometimes referred to as the "Act"); and

WHEREAS, the Property is shown on that certain plat of survey entitled "Condominium Plat For: The Overlook on Baxter" prepared by

in the Office of the Clerk of the Superior Court of Athens-Clarke County, Georgia; and entitled "Stadium Overlook" dated November 20, 2003, prepared by WHEREAS, said improvements are shown on those certain drawings

Clerk of the Superior Court of Athens-Clarke County, Georgia; NOW THEREFORE, Declarant hereby declares that the Property described in Exhibit "A" hereto, including the improvements thereon, is hereby submitted and made subject to the form of ownership set forth in the Act, and is hereby made subject to this Declaration. The Property shall be owned, held, transferred, sold, conveyed, used, occupied and mortgaged or otherwise encumbered subject to the provisions of the Act and this Declaration, and every grantee of any interest in the Property by acceptance of a deed or other conveyance of such interest, whether or not such deed or other conveyance of such interest shall reference the Act and this Declaration, and shall be signed by such person, and whether or not such person shall otherwise consent in writing, shall take subject to the provisions of the Act and this Declaration and shall be deemed to have assented to the same.

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ARTICLE I

STATUTORY REFERENCE

1.01 Georgia Condominium Act. This Declaration is made pursuant to Title 44, Chapter 3, Article 3 of the Official Code of Georgia Annotated, known as the "Georgia Condominium Act" (Acts 1975, P. 609, (1) .

1.02 Definitions. The terms used in this Declaration, unless otherwise specified or unless the context otherwise requires, shall have the meanings specified in Title 44, Chapter 3, Article 3 of the Act. In addition, when used in this Declaration (unless the context meanings: otherwise requires), the following words shall have the following

(a) "Articles of Incorporation" shall mean the Articles of hereinafter amended. Incorporation of the Association as the same may be

"Association" shall mean and refer to The Overlook on Baxter Condominium Association, Inc., a non-profit Georgia

corporation, its successors and assigns.

(c) "Board of Directors" shall mean the Board of Directors of the Association, the members of which shall be appointed and elected from time to time as provided in this Declaration, the Articles of Incorporation, the By-Laws, and the Act. "By-Laws" shall mean the By-Laws of the Association

which shall be recorded with the Declaration as Exhibit "F" attached hereto and by this reference made a part hereof. (e) "Commercial-Retail Units" shall mean the Units, or any subdivision or alteration thereof made in accordance with the Act, located on the first (1s) floor as depicted on the Plat and Plans. "Property" shall mean and refer to the real property described in Exhibit "A" hereto, which is hereby submitted to the form of ownership prescribed in the Act and to the provisions of this Declaration.

(g) "Residential Unit" shall mean the twenty-four (24) Residential

Units, or any subdivision thereof made in accordance with the the Plat and Plans. Act, located on floors two (2) through five (5) as depicted on

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ARTICLE II

PROPERTY RIGHTS

Name and General Description. The name of the Condominium, which is located at the corner of Baxter Street and Pope Street, Athens-Clarke County, Georgia, shall be The Overlook on Baxter Condominium. The Condominium consists of the Property, described by metes and bounds in Exhibit "A" hereto, together with the improvements situated thereon. The improvements include, but are not limited to, one (1) building which contains a total of twenty-four (24)

Residential Units and three (3) Commercial-Retail Units (hereinafter collectively the "Units").

Description of Units. Each Unit (including its undivided interest in the Common Elements in the percentages hereinafter established and delineated) shall for all purposes constitute real property which may be owned in fee simple and which, subject to the provisions of the Act and this Declaration, may be transferred, conveyed and encumbered in the same manner as any other real property. Such undivided interest in the Common Elements shall not be separated from the Unit to which it appertains and shall be deemed to be conveyed or encumbered with the Unit even though such interest is not expressly stated or referred to in the conveyancing instrument. The boundaries of each Unit shall be deemed to be the walls, floors and/or ceilings thereof, as more particularly described in Exhibit "B' attached hereto and by this reference made a part hereof. The location and dimensions of the boundaries of each Unit, to the extent that such boundaries lie within or coincide with the boundaries of every structure which contains or constitutes all or part of any Unit, are depicted on the Plat and Plans. Prior to the first conveyance of any Unit by Declarant, Declarant will cause a certificate in the form of Exhibit "C" attached hereto, which is by this reference made a part hereof, to be recorded in accordance with the provisions of the Act. The Units are identified in the Plans by the Unit identifying numbers shown on Exhibit "D" attached hereto and by this reference made a part hereof, which Exhibit also serves to set forth (i) the approximate area of each Unit; and (ii) the allocation of interests in the Common Elements, voting rights in the Association and liabilities for Common Expenses to each Unit.

2.03 Subdivision of Units. The Commercial-Retail Units may be altered and subdivided in accordance with the provisions of the Act. The subdivision of Residential Units is specifically prohibited.

2.04 Description of Limited Common Elements. Supplementing the provisions of the Act, ownership of each Unit shall entitle the Owner thereof to the exclusive use of those portions of the Common Elements

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consisting of (a) any heating and/or air conditioning compressors, units, components or other apparatus serving such Unit which may be located beyond the boundaries thereof; (b) any entranceways, stairways and appurtenant fixtures and facilities providing direct access to the Units; and (c) any patio or balcony, together with the enclosure therefor, now or hereafter located in whole or in part adjacent to a Unit, or any parking spaces or storage facilities designated for the use of a particular Unit or Units. In the event that any of the items described herein or in the Act serve one or more Units but less than all of the Units in the building, such items shall be Limited Common Elements appurtenant to the Unit or Units served thereby.

Description of Common Elements; Use Charges. The Common Elements shall consist of all portions of the Condominium other than the Units, and shall include, without limitation, the grounds, outside parking areas, outside common area lighting, storage areas, halls and entranceways, master sprinkler system, and all skylights installed by the Declarant in the original construction of the building. The Association is hereby granted the right at any time and from time to time to impose charges for the use of certain of the Common Elements, including, without limitation, the parking and storage areas.

2.06 Easements. The following easements from each Unit Owner to the other Unit Owners, the Association and Declarant are hereby reserved and established:

(a) Use and Enjoyment. Every Unit Owner, his successors, legal representatives, heirs and assigns, family, tenants and guests, shall have a right and easement of use and enjoyment in and to the Common Elements (including the right of access, ingress and egress to and from his Unit over those portions of the Property designated for such purpose) and such easement shall be appurtenant to and shall pass with the title to every Unit, subject to the following provision: The right of the Association to control the use and enjoyment thereof as provided in Articles VIII and IX hereof, which shall include, but not be limited to, the right of the Association to suspend the voting rights of a Unit Owner for any period of time during which an assessment (or any portion of any monthly installment thereof) against his Unit is due and remains unpaid or for a reasonable time for infraction of the

(b) Maintenance and Repair. There shall be an easement

through the Units, the Common Elements and the Limited Common Elements for the installation, maintenance, repair and replacement of Units, Common Elements and Limited Common Elements. Use of this easement shall be only during normal

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the case of emergency; business hours, except that access may be had at any time in Structural Support. Every portion of a Unit which

contributes to the structural support of another Unit shall be burdened with an easement of structural support;

Utilities. The Association shall have the power to grant and accept easements over, through and across the Condominium for the installation, maintenance and replacement the Act; and of utilities and other purposes, and as otherwise provided in General. (i) There shall be a general easement to

the Association, its directors, officers, agents and employees (including, but not limited to, any manager employed by the Association) to enter upon the Condominium or any portion thereof in the performance of their respective duties. Except in the event of emergencies, this easement is to be exercised only during normal business hours and then, whenever

practicable, only upon advance notice to and with the permission of the Unit Owner(s) directly affected thereby; (ii) Declarant and his duly authorized agents, representatives and employees shall have an easement for the maintenance of sales offices and/or Model Units in the Condominium for so long as Declarant owns any Unit; and (iii) Declarant and his have an easement on and over the Common Elements duly authorized agents, representatives and employees shall and the Limited Common Elements for the purpose of making improvements in and to the Condominium, for the purpose of doing any and all things reasonably necessary and proper in connection therewith.

Declarant warrants no easement for light, air or sight to any Unit Owner.

Allocation of Undivided Interest in Common Elements. Pursuant to the provisions of the Act, the undivided interest in the Common Elements allocated to each Unit is that percentage set forth in Exhibit "D" hereto. The undivided interest in the Common Elements hereby allocated to each Unit shall not be altered except to the extent otherwise expressly provided by the Act or permitted by this Declaration, and any purported transfer, encumbrance or other disposition of that interest without the Unit to which it appertains shall be void. 2.08 Alterations of Units. Subject to the provisions of the ByLaws of the Association in effect from time to time, any Unit Owner may make any improvements or alterations to the interior of his Unit that are not of a structural nature and do not impair the structural

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BL 02795 PZ 0350 / portion of the Condominium. No other improvements or alterations of integrity of any structure or otherwise lessen the support of any of Directors of the Association. Subject to the provisions of this any kind shall be made without the prior written approval of the Board with the provisions of the Act. Section 2.08, boundaries between Units may be relocated in accordance of Limited Common Elements may be made pursuant to the provisions of 2.09 Reassignment of Limited Common Elements. The reassignment the Act.

Elements. Subsequent Assignment of Common Elements as Limited Common Except as otherwise provided for herein, in the event that provide for the assignment of parking spaces adjacent to the building, the Association's Board of Directors should authorize or otherwise Limited Common Elements, an amendment to this Declaration making any or storage facilities in various locations within the building, as the provisions of the Act. Any other assignment of Common Elements as such assignment shall be prepared, executed and recorded pursuant to Limited Common Elements shall be effected only by means of an amendment to this Declaration duly executed and recorded pursuant to the provisions of the Act.

MAINTENANCE AND REPAIR ARTICLE ILI

3.01 Association. Except as may be otherwise specifically provided for herein, the responsibility of the Association with respect to the maintenance and repair of the Condominium shall be as follows:

repair and replace the Common Elements; provided, however, To maintain in good working order and condition, which seventy-five percent (75%) of the voting rights of the that the Association may, with the consent of Unit Owners to Association appertain, alter the use or form of the Common Elements, including, without limitation, construction of portion of the Common Elements; and improvements thereon, or elect not to repair or replace any (b) To provide exterior maintenance of the building containing the Units, exterior pest control, central garbage more particularly provided for in the By-laws of the and refuse disposal and central mail service, all as may be Association.

(c) To maintain, repair and replace the elevator in the building; provided however, the elevator shall not be used by the owner,

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guests or customers of the Commercial-Retail Units and the cost of maintaining, repairing and replacing the elevator shall be a common expense of all the Residential Unit Owners; therefor the Commercial-Retail Unit Owners shall have no responsibility (d) To maintain, repair and replace all paved areas, including any parking spaces designated as limited common elements serving exclusively one (1) or more Units; provided however, the cost to maintain, repair and replace any limited common elements to the exclusive use thereof. shall be assessed solely to the Unit owner or owners entitled Unit Owner (s). The responsibility of a Unit Owner with respect to the maintenance and repair of his Unit, and the Limited Common Elements appurtenant thereto, shall be as follows:

To maintain, repair and replace all portions of his

Unit, and the Limited Common Elements appurtenant thereto, replaced by the Association. except those portions which are to be maintained, repaired or

The responsibility of the Unit Owner shall include the maintenance, repair and replacement of all fixtures and equipment installed in his Unit, as well as the maintenance, repair and replacement of the wiring, plumbing, heating ducts and components, the doors, the windows, screens and exterior lights, if any, serving his Unit, except any such items that are Common Elements under the hereto; description of Unit boundaries set forth in Exhibit "B" To keep in a neat, clean and sanitary condition his

Unit and any Limited Common Elements serving his Unit;

(c) To perform his responsibilities in such manner so as not to unreasonably disturb other persons in other Units;

Not to paint or otherwise decorate or change the

outside appearance of his Unit, including windows and doors, any appurtenances thereto or any Limited Common Elements serving his Unit unless the written consent of the Board of Directors of the Association, or an architectural committee appointed by the Board, is first obtained. Further, the design, type, location, size, color and intensity of all Directors of the Association; exterior lights shall be subject to control by the Board of

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To promptly report to the Association or its agents any defect or need for repairs for which the Association is responsible;

(E) Not to make any alteration in the portions of his

Unit, and the Limited Common Elements appurtenant thereto, which are to be maintained by the Association, or to remove any portion thereof, or to make any additions thereto, or do anything with respect to the exterior or interior of the Unit which would or might jeopardize or impair the safety or soundness of any Unit without first obtaining the written consent of the Board of Directors of the Association and all Unit Owners and mortgagees of the Units affected, nor shall any Unit Owner impair any easement without first obtaining written consent of the Association and of the Unit Owner or Owners and their mortgagees for whose benefit such easement exists; and

To pay for the cost of repairing, replacing or

cleaning up any item which is the responsibility of the Unit Owner, but which responsibility such Owner fails or refuses to discharge (which the Association shall have the right, but not the obligation, to do), or to pay for the cost of repairing, replacing or cleaning up any item which, although the responsibility of the Association, is necessitated by reason of the willful or negligent act of the Unit Owner, his family, tenants or guests; with the cost thereof to be specifically assessed against such Unit Owner in accordance with Section 4.02 of Article IV hereof and the By-Laws of the Association.

ARTICLE IV

ASSESSMENTS

General Obligation. Each Unit Owner shall be responsible for and hereby covenants and agrees to pay to the Association all sums lawfully assessed by the Association against that Unit Owner or Unit, whether for the share of the Common Expenses appertaining to that Unit or otherwise, including those special assessments described in Section 4.02 hereinbelow, which assessments are to be fixed, established and collected from time to time by the Baard of Directors of the

Association in accordance with this Declaration and the By-Laws of the Association. Pursuant to the Act, such assessments shall constitute a lien in favor of the Association on the Unit or Units against which each such assessment is levied, and such assessment, together with the lien thereof, shall include (a) a late or delinquency charge; (b) interest on each assessment or installment thereof, and any

delinquency or late charge appertaining thereto, from the date the same was first due and payable; (c) the costs of collection, including

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court costs, the expenses of sale, any expenses required for the protection and preservation of the Unit and reasonable attorneys' fees actually incurred; and (d) the fair rental value of the Unit or Units from the time of the institution of suit until the sale of that Unit at foreclosure (or until satisfaction of the judgment rendered in such suit), all in accordance with and to the maximum extent permitted by the Act. The recordation of this Declaration shall constitute served notice of the existence of such lien, and no further recordation of any claim of lien for assessment shall be required.

4.02 Special Assessments. Each Owner of a Unit shall be liable for and shall pay special assessments for Common Expenses incurred by the Association, as follows: (a) any Common Expenses associated with the maintenance, repair, renovation, restoration or replacement of any Limited Common Element shall be specially assessed against the Unit or Units to which that Limited Common Element was assigned at the time such expenses were made; (b) any Common Expenses benefiting less than all of the Units shall be specially assessed equitably among all of the Units so benefited; (c) any Common Expenses occasioned by the conduct of less than all of those entitled to occupy all of the Units or by the licensees or invitees of any such Unit or Units shall be specially assessed against the Unit or Units, the conduct of any occupant, licensee or invitee of which occasioned any such Common Expenses; and (d) any other Common Expenses significantly

disproportionately benefiting all of the Units shall be assessed equitably among such Units. In addition to the special assessment for reconstruction or repair of casualty damage, the Board of Directors of the Association may levy special assessments for the purpose of defraying, in whole or in part, the cost of any capital addition to or capital improvement of the Common Elements (including the necessary fixtures and personal property related thereto), or for the cost or repair or replacement of a portion of the Common Elements (including the necessary fixtures and personal property related thereto), which is for the benefit of all Unit Owners in the Condominium as a whole. The Association shall endeavor to anticipate and budget for special assessments, and to collect such assessments in monthly installments over a reasonable period of time; provided, however, that nothing contained herein shall prevent the Association from requiring payment of a special assessment in a lump sum if such payment is in the best interest of the Association.

4.03 Allocation of Liability for Common Expenses. The amount of all Common Expenses, except for expenses specially assessed pursuant to Section 4.02 above, shall be assessed against the Units in

accordance with the respective percentage allocations of liability for Common Expenses attributable to each Unit as provided for in Exhibit "D" hereto.

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EL 02795 P: 0354 4.04 Priority of Lien. The lien of the assessment provided for in this Article IV shall be prior and superior to all other liens except only (a) ad valorem taxes; (b) the lien of a first mortgage, if any, or secondary purchase money mortgage, if any, to which a Unit is subject; and (c) the lien of any mortgage recorded prior to the recording of this Declaration. The sale or transfer of any Unit shall not affect the assessment lien; provided, however, that the sale or transfer of any Unit, which is subject to any such mortgage, pursuant to the foreclosure thereof or a transfer by deed or assignment in lieu of foreclosure, shall extinguish the lien of such assessments as to the payments thereof which became due prior to the date of such sale or transfer. No sale or transfer shall relieve the Unit Owner from liability for any assessment theretofore or thereafter becoming due.

ARTICLE V

INSURANCE

5.01 General Obligation and Authority. The Association shall obtain and maintain at all times (a) insurance for all of the insurable improvements on the Property (with the exception of improvements and betterments made by the respective Unit Owners or occupants) and all personal property as may be owned by the

Association, against loss or damage by fire or other hazards, including extended coverage, vandalism and malicious mischief, in an amount consonant with the full replacement value of such insurable improvements; (b) comprehensive public liability insurance, in amounts established by the Board of Directors of the Association from time to time, but in no event shall such amounts be less than $500,000 for injury, including death, to a single person, $1,000,000 for injury or injuries, including death, arising out of a single occurrence and $50,000 property damage; and (c) such other types of insurance either time. required by law or authorized by the Board of Directors from time to

The Unit Owners may carry at their own expense a "Tenant's or Condominium Owner's Policy" covering the contents and personal property located in a Unit, personal injury and property damage liability, burglary and the like.

ARTICLE VI

CASUALTY LOSSES

Damage and Destruction.

destruction by fire or other casualty to all or any part of the Condominium covered by insurance purchased by 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 with respect to property losses of Unit Owners other than Declarant pursuant to the terms of the By-laws of the Association.

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ARTICLE VII BL: 02795 P 0355 EMINENT DOMAIN

General. The provisions of the Act shall govern whenever all or any part of the Common Elements or any Unit shall be taken by any authority having the power of condemnation or eminent domain. 7.02 Notice to Unit Owners and Mortgagees. The Association, immediately upon having any knowledge of the institution, or threat of institution, of any proceedings or other action with respect to the taking of Units, Common Elements or any portion of any Unit or Common Element in condemnation, eminent domain or other proceedings or actions involving any unit of government or any other person having the power of eminent domain, shall notify all Unit Owners and all mortgagees having an interest therein whose names and addresses have previously been furnished to the Association together with written request for such notice.. Any such mortgagee may, if permitted by law, participate in any such proceedings or actions or, in any event, may participate in negotiations in connection therewith, but shall have no obligation to do so. Notwithstanding the foregoing, if the Federal Home Loan Mortgage Corporation ("FHLMC") or the Federal National Mortgage Association ("FNMA") is the mortgagee of any Unit, the Association shall notify FHIMC or FNMA, as the case may be (c/o the institution servicing the mortgage or mortgages for and on behalf of FHIMC or FNMA) in writing of any taking of (i) Common Elements if the value exceeds $10,000, and (ii) any portion of any Unit if the value exceeds $1,000.

ARTICLE VIII

USE RESTRICTIONS

8.01 Residential Purposes. All twenty-four (24) Residential Units located on floors, 2, 3, 4 and 5 of the building shall be, and the same hereby are, restricted exclusively to residential use. No structures of a temporary character, trailers or tents shall be used temporarily or permanently. as a residence on any portion of the Property at any time either 8.02 Use Restrictions; Units Subject to Declaration, By-laws and Rules and Regulations. To assure the harmony of the Unit Owners and protect the value of the Units, the Property, including all

improvements thereon, shall be subject to the use restrictions set forth in Exhibit "E' attached hereto and by this reference made a part hereof. The Board of Directors of the Association is hereby empowered to promulgate Rules and Regulations governing occupancy and use of the Regulations shall supplement and be in addition to the use Condominium and to amend the same from time to time, which Rules and restrictions set forth in Exhibit "E" hereto. All present and future

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Owners, tenants and occupants of Units shall be subject to, and shall comply with, the provisions of this Declaration, the By-Laws and the Rules and Regulations, as they may be amended from time to time. The acceptance of a deed or conveyance or the entering into of a lease or the entering into occupancy of any Unit shall constitute an agreement that the provisions of this Declaration, the By-laws and the Rules and Regulations, as they may be amended from time to time, are accepted and ratified by such Owner, tenant or occupant, and all of such provisions shall be deemed and taken to be covenants running with the land and shall bind any person having at any time any interest or estate in such. Unit, as though such provisions were recited and stipulated at length in each and every deed or conveyance or lease thereof.

8.03 Leasing Restrictions. No Unit Owner shall be permitted to lease his Unit for transient or hotel purposes. Any lease agreement shall be required to provide that the terms of the lease shall be subject in all respects to the provisions of this Declaration and the By-laws of the Association, and that any failure by the lessee to comply with the terms of such documents shall be a default under the lease. Other than the foregoing there shall be no restriction on the right of any Unit Owner to lease his Unit; provided, however, that prior to the commencement of any such lease, the Unit Owner shall give the Association written notice of the name of the lessee and the term of the lease. Anything herein to the contrary notwithstanding, (i) Declarant shall have the unqualified right to lease upon any terms any Unit, so long as such Unit is unsold and owned by Declarant; and (ii) any person who becomes the Owner of a Unit at a judicial or

foreclosure sale conducted with respect to a mortgage on such Unit, or as transferee pursuant to any proceedings in lieu thereof, shall have the unqualified right to lease such Unit so long as such Unit is owned by such person who acquires title thereto in such manner; provided, however, that the occupancy of any Unit by any lessee of Declarant, or such acquiror of title by judicial or foreclosure sale, shall be otherwise subject to the provisions of this Declaration and the ByLaws of the Association.

ARTICLE IX

THE CONDOMINIUM ASSOCIATION AND ADMINISTRATION

General. The Association has been incorporated as a Georgia non-profit membership corporation under the Georgia Corporation Code. The organization of the Association has been duly effectuated, including appointment of the first Board of Directors and election of its initial officers. Declarant shall have the right to appoint or remove any member or members of the Board of Directors and to elect the initial officers of the Association. Declarant shall have the right to appoint or remove any member or members of the Board of

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Directors or any officer or officers of the Association until such time as the first of the following events occurs: (a) the expiration of three (3) years after the recording of this Declaration; (b) the date as of which Units to which four-fifths (4/5ths) of the undivided interests in the Common Elements appertain shall have been conveyed by Declarant to Unit Owners other than a person or persons constituting Declarant, unless Declarant has an unexpired option to construct additional Units and/or add additional property to the Condominium; or (c) the surrender by Declarant of the authority to appoint and remove members of the Board of Directors and Officers of the Association by an express amendment to this Declaration executed and recorded by Declarant. Except for certain greater than majority voting

requirements provided herein and in the By-Laws of the Association, no limitations or restrictions on the powers of the Association or its Board of Directors are provided herein; provided, however, that so long as Declarant owns Units representing undivided ownership in the Common Elements of ten percent (10%) or more, the Association may not, without the consent of Declarant, (i) make any addition, alteration or improvement to the Common Elements or to any Unit; (ii) assess any Common Expenses for the creation of, addition to or replacement of all or part of any reserve, contingency or surplus fund; (iii) enter into any service or maintenance contract for work covered by contracts in money for any purpose. existence on the date this Declaration is recorded; or (iv) borrow

9.02 Allocation of Votes in the Association. Each Unit Owner shall automatically be a member of the Association, which membership shall continue during the period of ownership by such Unit Owner. Pursuant to the provisions of the Act, the number of votes in the Association hereby allocated to each Unit is as set forth in Exhibit "D' hereto. Said votes shall be cast under such rules and procedures as may be prescribed in the By-Laws of the Association, as amended from time to time, or by law.

Meetings. Meetings of the members of the Association shall be held in accordance with the provisions of the Association's By-Laws, and in any event not less frequently than annually. At the projections of annual meeting, reports of the affairs, finances and budget

the Association shall be made to the Unit Owners. 9.04 Rules and Regulations. Reasonable regulations concerning the use of the Units, appurtenances thereto and the Common Elements may be made and amended from time to time by the Board of Directors of the Association; provided, however, that copies of such regulations and amendments thereto shall be furnished by the Association to all Unit Owners. Failure to abide by any such regulation, rule or requirement shall be grounds for any action by the Association or any

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aggrieved Unit Owner to recover damages, or obtain injunctive and equitable relief or both.

Liability. To the extent obtainable, the Association shall maintain public liability insurance coverage for the Directors and Officers of the Association. Further, each Director and each Officer of the Association shall be held harmless by the Unit Owners from expense, loss or liability by reason of having served as such Director or as such Officer and shall be indemnified by all the Unit Owners (as a Common Expense) against all expenses and liabilities, including reasonable attorney's fees, incurred by or imposed upon him in connection with any proceeding to which he may be a part, or have become involved by reason of being such Director or such Officer, whether or not he is a Director or Officer at the time such expenses are incurred, except in such cases wherein the expenses and liability arise from a proceeding in which such Director or such Officer is adjudged guilty of willful misfeasance or malfeasance in the

performance of his duties; provided, however, that in the event of a settlement or the acceptance of a plea nolo contendre, the

indemnification shall apply only when the Board of Directors approves such settlement or plea and reimbursement as being in the best interests of the Association.

by a majority vote of the Unit Owners present in person or by proxy at a meeting duly called and held for such purpose.

ARTICLE X

GENERAL PROVISIONS

Status of Declarant. Notwithstanding anything to the contrary in this Declaration or in the Articles of Incorporation or the By-Laws of the Association, Declarant hereby retains the right to appoint and remove any member or members of the Board of Directors of the Association and any Officer or Officers of the Association, as provided for in Section 9.01 of Article IX of this Declaration. Every grantee of any interest in the Condominium, by acceptance of a deed or other conveyance of such interest, agrees that Declarant shall have such authority to appoint and remove members of the Board of Directors and Officers of the Association.

Upon the expiration of the period of Declarant's right to control the Association pursuant to said Section 9.01 of Article IX, such right to control shall automatically pass to the Unit Owners

(including Declarant if Declarant then owns one (1) or more Units). During the period of Declarant's control, Declarant shall be jointly

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BL 02795 P: 0359 responsible and liable with the members of the Board of Directors and officers to the Unit Owners for the books, records and accounts of the Association being in proper order, the Association being in good standing under the laws of the State of Georgia and the affairs of the Association being conducted in a prudent and businesslike manner; and Declarant shall not be insulated against liability to the Unit Owners because any act, omission or matter complained of during such period of control may have been done, omitted or permitted by or on behalf of the Association as a corporate entity. Nothing herein contained shall make any successor to Declarant responsible or subject to liability by operation of law or through purchase of Declarant's interest in the Property (or any part thereof) at foreclosure or any proceeding in lieu thereof for any act, omission or matter occurring, or arising from any act, omission or matter occurring, prior to the time such successor succeeded to the interest of Declarant. Any management contract, lease of recreational area or facilities, if any, or any other contract or lease executed by or on behalf of the Association during the period of Declarant's right to control the Association shall be subject to cancellation and termination at any time during the twelve (12) months next immediately following the expiration of such control period by the affirmative vote of the Unit Owners of Units to which a majority of the votes in the Association appertain, unless the Unit Owners by a like majority shall have theretofore, following the expiration of such control period, expressly ratified and approved the same.

10.02 Amendment. So long as the same shall not (a) adversely affect the title to any Unit Owner's Unit; (b) change the percentage or fraction of undivided ownership interest in and to the Common Elements of the Condominium appurtenant to any Unit Owner's Unit; (c) materially alter or change any Unit Owner's right to the use and enjoyment of his Unit or the Common Elements as set forth in this Declaration; or (d) otherwise make any material change in this Declaration, each Unit Owner agrees that, ii requested to do so by Declarant, such Unit Owner will consent to the amendment of this Declaration (i) if such amendment is necessary to bring any provision hereof into compliance with any applicable governmental statute, rule, regulation or judicial determination which shall be in conflict therewith; (ii) if such amendment is necessary to enable any reputable title insurance company to issue title insurance coverage with respect to the Units subject to this Declaration; (iii) if such amendment is required by an institutional or governmental lender or purchaser of mortgage loans, including, for example, FHIMC or FNMA, to enable such lender or purchaser to make or purchase mortgage loans on the Unit subject to this Declaration; or (iv) if any such amendment is necessary to enable any governmental agency or reputable private insurance company to insure mortgage loans on the Units subject to

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BL: 02795 Pg 0360

this Declaration. Further, this Declaration may also be amended at any time and from time to time by the assent of Unit Owners having at least two-thirds (2/3rds) of the total vote of the Association; provided, however, that during such time Declarant has the right to control the Association pursuant to Section 9.01 of Article IX, such amendment shall require the agreement of Declarant and Unit Owners to which two-thirds (2/3rds) of the votes in the Association appertain, exclusive of any vote or votes appertaining to any Unit or Units then owned by Declarant. Also, any provision in this Section 10.02 to the contrary notwithstanding, no amendment to this Declaration shall alter, modify, change or rescind any right, title, interest or privilege herein granted or afforded to the holder of any mortgage affecting any of the Units in the Condominium, unless such holder shall consent thereto in writing. Amendments to this Declaration may be proposed by Declarant, the Board of Directors of the Association or by petition signed by Unit Owners having at least thirty percent (30%) of the total votes of the Association. Agreement of the required majority of Unit Owners to any amendment of this Declaration shall be evidenced by their execution of the amendment, or, in the alternative and provided that Declarant does not then have the right to control the Association pursuant to Section 9.01 of Article IX, by the sworn statement of the President, any Vice President or Secretary of the Association attached to or incorporated in an amendment executed by the Association, in which sworn statement it is stated unequivocally that agreement of the required majority of Unit Owners was otherwise lawfully obtained. Any such amendment of this Declaration shall become effective only when recorded, or at such later date as may be specified in the amendment itself.

The written consent of any recorded with such amendment. mortgagee required with respect to such amendment shall also be

10.03 Rights of Third Parties. This Declaration shall be recorded pursuant to the provisions of the Act for the benefit of Declarant, the Unit Owners and their mortgagees as herein provided, and by such recordation no adjoining property owner or third party shall have any right, title or interest whatsoever in the Condominium, or in the operation or continuation thereof or in the enforcement of any of the provisions hereof, and, subject to the rights of Declarant and their mortgagees as herein provided, the Unit Owners shall have the right to cancel, extend, modify, amend or otherwise change the provisions of this Declaration without the consent, permission or approval of any adjoining owner or third party.

10.04 Termination. The Condominium shall be terminated only by the agreement of Unit Owners of Units to which four-fifths (4/5ths) of the votes in the Association appertain and all mortgagees of such Units; provided, however, that during such time, if any, as Declarant has the right to control the Association pursuant to Section 9.01 of

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BL: 02795 F 0361

Article IX, such agreement shall be that of Declarant and Unit Owners of Units to which four-fifths (4/5ths) of the votes in the Association appertain, exclusive of any vote or votes appurtenant to any Unit or Units then owned by Declarant, and the mortgagees of such Units. Agreement of the required percentage of Unit Owners and their mortgagees to termination of the Condominium shall be evidenced by their execution of a termination agreement. Any such termination agreement shall become effective only when recorded or at such later date as may be specified therein. Upon the effective date of a termination agreement, all of the property constituting the

Condominium shall be owned by the Unit Owners as tenants-in-common in proportion to their respective undivided interest in the Common Elements immediately prior to such effective date. As long as such tenancy-in-common lasts, however, each Unit Owner and his heirs, representatives, successors and assigns, shall have the same right of occupancy and use of that portion of said property which formerly constituted his Unit and Limited Common Elements appurtenant thereto, if any, as existed immediately prior to termination, and a nonexclusive right to use that portion of said property which formerly constituted Common Elements other than Limited Common Elements. Upon the effective date of a termination agreement, any rights the Unit Owners may have to the assets of the Association shall be in proportion to their respective undivided interest in the Common Elements immediately prior to such effective date, and any

distribution thereof to the Unit Owners shall be to such Owners and their mortgagees as their interest may appear. Upon the effective date of a termination agreement, mortgages and liens affecting each Unit shall be deemed to be transferred in accordance with their existing priorities to the undivided interest of the Unit Owner in the property which formerly constituted the Condominium. After the effective date of a termination agreement, and except as otherwise expressly provided in the Act, the property which formerly constituted the Condominium and the rights and obligations of the former Unit Owners with respect thereto shall be subject to and governed by the laws of the State of Georgia pertaining to tenancies-in-common, as long as such tenancy-in-common lasts.

10.05 Withdrawal of Submitted Property. Submitted property may be withdrawn from the Condominium only in strict accordance with the provisions of the Act.

10.06 Enforcement. Each Unit Owner shall comply strictly with the By-laws and with the administrative Rules and Regulations adopted pursuant thereto, as either of the same may be lawfully amended from time to time, and with the covenants, conditions and restrictions set forth in this Declaration and/or in the deed to his Unit. In the event of a violation or breach, or threatened violation or breach, of any of the same, Declarant, the Association and/or any aggrieved Unit

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Page 22

BL 02:795 P: 03/62

Owner, jointly and severally, shall have the right to proceed at law or in equity to compel compliance therewith or to prevent a threatened violation or breach thereof. Should Declarant or the Association employ legal counsel to enforce any of the foregoing, all costs incurred in connection with such enforcement, including a reasonable fee for counsel, shall be paid by the violating Unit Owner. Inasmuch as the enforcement of the provisions of this Declaration and the ByLaws and such administrative rules and regulations is essential for the effectuation of the general plan of development contemplated hereby and for the protection of present and future Unit Owners, it is hereby declared that any breach thereof cannot be adequately compensated by recovery of damages, and that Declarant, the

Association or any aggrieved Unit Owner, in addition to all other remedies, shall be entitled by injunctive relief to restrain any such violation or breach or threatened violation or breach. Further, in any case of flagrant or repeated violation by a Unit Owner, then, in addition to the foregoing remedies, the Board of Directors of the Association may levy summary charges against the Unit Owner for such violation, provided that no summary charges may be levied for more than $25.00 for any one violation; but each day or time a violation is continued or repeated after written notice is given to the Unit Owner to cease and desist, it shall be considered a separate violation. Collection of summary charges may be enforced against a Unit Owner as if such charges were a Common Expense owed by the Unit Owner involved. No delay, failure or omission on the part of Declarant, the

Association or any aggrieved Unit Owner in exercising any right, power or remedy herein provided shall be construed as an acquiescence therein nor shall be deemed a waiver of the right to do so thereafter as to the same violation or breach, nor as to a violation or breach occurring prior to or subsequent thereto, and shall not bar or affect its enforcement. No right of action shall accrue nor shall any action be brought or maintained by anyone whatsoever against Declarant or the Association for or on account of any failure to bring any action on account of any violation or breach, or threatened violation or breach, of the provisions and regulations, however long continued, nor for the imposing oi provisions which may be unenforceable.

10.07 Acceptance of Improvements. Declarant warrants that the improvements on the Property have been completed in substantial conformity with the Plans. Declarant makes no other warranties or representations with respect to the Property or the improvements thereon except as may be specifically provided in the contract for purchase and sale of any Unit and the warranties of title contained in the deed of conveyance.

10.08 Duration. Unless the Condominium is terminated as herein provided, the provisions of this Declaration shall run with and bind the Property and shall be and remain in effect perpetually to the

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Page 23

BL: 02795 A 0363 extent permitted by Georgia law; provided, however, that so long as Georgia law limits the period during which covenants restricting lands to certain uses may run, any provisions of this Declaration affected thereby shall run with and bind the Property so long as permitted by such law, and it shall be the duty of the Board of Directors of the Association to cause this Declaration to be amended of record when necessary by filing a document bearing the signatures of Unit Owners having a majority of the voting interest in the Condominium

reaffirming and newly adopting such provisions in order that the same may continue to be covenants running with the land of the Condominium; such adoption by a majority shall be binding on all. Every purchaser or grantee of any interest in any property made subject to this Declaration, by acceptance of a deed or other conveyance therefor, thereby agrees that the provisions of this Declaration shall run with and bind the Property as provided hereby.

10.09 Limitations. Anything herein to the contrary

notwithstanding, unless at least two-thirds (2/3rds) of the first mortgagees (based upon one (1) vote for each first mortgage owned) or Unit Owners (other than Declarant) have given their prior written approval, the Association shall not be entitled to:

(a) By act or omission, seek to abandon or terminate the Condominium;

i die out one of mead instance proces shou condemnation awards, or (ii) determining the pro-rata share of ownership of each Unit in the Common Elements;

(c) Partition or subdivide any Unit, except as provided in Section 2.03 of Article II hereof;

(d) By act or omission, seek to abandon, partition,

subdivide, encumber, sell or transfer the Common Elements; provided, however, that the granting of easements for public utilities or for other public purposes consistent with the intended use of the Common Elements by the Condominium shall not be deemed a transfer within the meaning of this provision;

Use hazard insurance proceeds for losses to any

Condominium Property (whether to Units or to Common Elements) for other than repair, replacement or reconstruction of such Property, except as provided by statute in case of substantial loss to the Units and/or Common Elements of the Condominium.

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BL: 02795 Pg 0364

Anything herein to the contrary notwithstanding, this Declaration shall not be deemed to give any Unit Owner, or any other party, priority over any rights of the first mortgagee of a Unit pursuant to its mortgage in the case of a distribution to such Unit Owner of insurance proceeds or condemnation awards for losses to or taking of

10.10 Gender and Grammar. The singular wherever used herein shall be construed to mean the plural when applicable, and the necessary grammatical changes required to make the provisions hereof apply either to corporations or individuals or to men or women shall in all cases be assumed as though in each case fully expressed.

Captions The captions of each Article and Section hereof as to the contents of each Article and Section are inserted only for convenience and are in no way to be construed as defining, limiting, extending or otherwise modifying or adding to the particular Article or Section to which they refer.

10.12

Declaration shall be interpreted in such manner as to be effective and En e a perion of to election to valid, but if the application of any provisions of this Declaration to any person or to any property shall be prohibited or held invalid, such prohibition or invalidity shall not affect any other provision or the application of any provision which can be given effect without the 'invalid provision or application, and to this end the provisions of this Declaration are declared to be severable.

10.1ą Interpretation. In all cases, the provisions set forth or provided for in this Declaration shall be construed together and given that interpretation or construction which, in the opinion of Declarant or the Association, will best effect the intent of the general plan of development. The provisions hereof shall be liberally interpreted to make them fully effective. and, if necessary, shall be so extended or enlarged by implication as

10.14 Controlling Law. The terms and conditions of this Declaration shall be governed by the laws of the State of Georgia.

10.15 Author. This Declaration was prepared by G. Marcus Hodge, Esquire, Fortson, Bentley and Griffin, P.A., 440 College Avenue North, Suite 220, Athens, GA 30613.

10.16 Recordation. This Declaration is to be recorded in the Office of the Clerk of the Superior Court, Athens-Clarke County, Georgia, pursuant to the Act.

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BL 02 795 Pa 0305

IN WITNESS WHEREOF, Declarant has caused this instrument to be properly executed and sealed the day, month and year first above written. Signed, sealed and delivered BABB ENTERPRISES, LLC, a Georgia in the presence of: limited liability company

Lia Peterson Cullestoss BYY

Unofficial Witness NATHAN D. BAXTER,-Member -(SEAL) Notary Public BY : (SEAL)

MACUS HOOO TIM BURGESS, Member

NOTARL

MY 5,30 • GEORGIA

4022113953184

JOINDER OF MORTGAGEE

The undersigned Mortgagee hereby consents to the submission of the forth in this Declaration. property described on Exhibit "A" to the terms and conditions set

Signed, sealed and delivered ATHENS FIRST BANK AND TRUST in the presence pi: COMPANY

intu Dradstian BY :

Unpfficial Witnessun (SEAL)

VI. COMEAL ESDESECS82

NOTARY NOTARY

PUBLIC

JAN. 24

S-CLARVE

END

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Page 26

BL 02795 ₽ 0366

EXHIBIT "A" TO

DECLARATION OF CONDOMINIUM FOR

THE OVERLOOK ON BAXTER CONDOMINTUM

ALL that tract or parcel of land, together with all improvements thereon, situate, lying and being in the 216" District, G.M., Athens-Clarke County, Georgia, and being more particularly shown according to that certain plat of survey entitled "Condominium Plat For: The Overlook on Baxter" dated December 22, 2004, prepared by Brewer & Dudley, L.L.C., said plat being incorporated herein by reference thereto, and being more particularly described as follows:

BEGINNING at an iron pin located at the northwesterly intersection of rights-of-way of Baxter Street (60' R/W) and Pope Street (36' R/W) and running thence along the northerly side of Baxter Street South 74 degrees 33 minutes 23 seconds West 154.86 feet to an iron pin; thence leaving the northerly side of Baxter Street and running thence North 16 degrees 41 minutes 21 seconds West 160.15 feet to an iron pin; running thence South 74 degrees 19 minutes 38 seconds West 46.56 feet to an iron pin; running thence North 14 degrees 13 minutes 48 seconds West 102.41 feet to an iron pin; running thence North 77 degrees 01 minute 52 seconds East 203.75 feet to an iron pin located on the westerly side of Pope Street; running thence along the westerly side of Pope Street South 15 degrees 15 minutes 17 seconds East 253.52 feet to the beginning iron pin.

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BL: 02795 ₽ 0367

EXHIBIT "B" TO

DECLARATION OF CONDOMINIUM FOR

THE OVERLOOK ON BAXTER CONDOMINIUM

UNIT BOUNDARIES

Each Unit shall have as a lower horizontal boundary the horizontal plane of the upper surface of the unfinished concrete slab which serves as the floor for that Unit. The upper horizontal boundary of a Unit shall be the horizontal plane of the lower surface of the steel decking that supports the concrete slab of the Unit above or the lower surface of the steel decking that supports the roof of the building in the case of a top floor Unit. (The roof and rafters supporting the roof being Common Elements). The perimetrical or vertical boundaries of a Unit shall be the interior unfinished surface of the outside walls of the Unit and the centerline of interior common walls between Units. In interpreting deeds and plans, the existing physical boundaries of a Unit as originally constructed or of a Unit

reconstructed in substantial accordance with the original plans thereof shall be conclusively presumed to be its boundaries, rather than the metes and bounds expressed in any deed or plan, regardless of settling or lateral boundaries shown on the plan or in a deed and those of the Unit. Exterior doors and exterior glass surfaces, such as windows serving a Unit, shall be included within the boundaries of the Unit. Any porch, patio, or storage area servicing exclusively one Unit shall be included within the boundaries of that Unit. Also, heating and air-conditioning systems serving a Unit, such as the compressor and condenser for an air-conditioner, built-in appliances, cabinetry, floor coverings, countertops and plumbing fixtures within a Unit shall be construed to be a part of the Unit. If any chutes, flues, ducts, conduits, wires, pipes, bearing walls, bearing columns, or any other apparatus lie partially within and partially outside of the designated boundaries of a Unit, any portions thereof serving only that Unit shall be deemed a part of that Unit, while any portions thereof serving more than one Unit or any portion of the Common Elements shall be deemed a part of the Common Elements.

(252739.1]

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EL U2795 Pg 0368

EXHIBIT "C" TO

DECLARATION OF CONDOMINIUM FOR

THE OVERLOOK ON BAXTER CONDOMINTUM

CERTIFICATION

STATE OF GEORGIA

COUNTY OF ATHENS-CLARKE

architect, who, having been duly sworn, on oath says as follows: BEFORE me came in person, JUDSON S. BRYANT, JR., a registered THAT he has visited the site at the corner of Baxter Street and known or to be known as "The Overlook on Baxter Condominium" and that, Pope Street, Athens, Clarke County, Georgia, and viewed the property to the best of his knowledge, information and belief: (a) the exterior walls and roof of each structure are in place as shown on the plans therefor entitled "Plans for Condominium" (hereinafter referred Clerk of the Superior Court of Athens-Clarke County, Georgia, to as the "Plans"), which Plans are to be filed in the Office of the simultaneously with the filing of the Declaration of Condominium for The Overlook on Baxter Condominium to which this Certificate shall be attached and, by reierence, made a part thereoi; (b) such walls, partitions, floors and ceilings, to the extent shown on said plans, as constitute the horizontal boundaries, if any, and the vertical boundaries of each Unit, including convertible space, have been boundaries of such Unit. sufficiently constructed so as to establish clearly the physical Sworn to and subscribed before me this 20 day of Decem • 2004.

MdE Pape

UDSON S. BRYANT, JR.

Unoffidial Witness

Notary Publie

Commission expiration Dat (NOTARIAL SEAT

SLIC

COU

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EL: 02795 P 0369

EXHIBIT "D' TO

DECLARATION OF CONDOMINIUM FOR

THE OVERLOOK ON BAXTER CONDOMINIUM

CONDOMINIUM UNIT INFORMATION

PERCENTAGE

VOTES INTEREST IN

UNIT NO. PER UNIT COMMON ELEMENTS

Commercial-Retail Unit #494A 3.7037₴

Commercial-Retail Unit #494B 3.7037%

Commercial-Retail Unit #494C 3.7037%

Residential Units - Floor 2

Residential Unit #21 3.7037%

Residential Unit #22 3.7037%

Residential Unit #23 3.7037฿

Residential Unit #24 3.7037%

Residential Unit #25 3.7037%

Residential Unit #26 3.7037%

Residential Units - Floor 3

Residential Unit #31 3.7037%

Residential Unit #32 3.7037฿ł

Residential Unit #33 3.7037฿

Residential Unit #34 3.7037%

Residential Unit #34 3.7037%

Residential Unit #36 1 3.7037%

sidential Units - Floor 4

Residential Unit #41 3.7037%

Residential Unit #42 3.7037%

Residential Unit #43 3.7037%

Residential Unit #44 3.7037%

Residential Unit #45 3.7037%

Residential Unit #46 3.7037%

Residential Units - Floor 5

Residential Unit #51 1 3.7037%

Residential Unit #52 1 3.7037%

Residential Unit #53 1 3.7037%

Residential Unit #54 3.7037%

Residential Unit #55 1 3.7037%

Residential Unit #56 1 3.7037%

100.0000%

'ING RIGHTS: Ownership of a Unit within the Condominium entitles the owner or owners reof to membership in the Association and to collectively vote on all matters

perly before the Association under the provisions of the Declaration, the by-laws of Association or the Georgia Condominium Act. The number of votes appurtenant to each t shall be as provided above.

BILITY FOR COMMON EXPENSES: Unless otherwise provided for herein, each Unit shall be Bie to men men ble for payment of common expenses in the same percentage as the interest in the mon Elements appertaining to that Unit.

(252739.1)

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BL 02795 P2 0370 EXHIBIT "E" TO

THE OVERLOOK ON BAXTER CONDOMINIUM DECLARATION OF CONDOMINIUM FOR

USE RESTRICTIONS

Units, no business activities shall be conducted on the portions of Business Activities. Except for the Commercial-Retail foregoing restriction shall not apply to the business activities, the Property designated for residential use; provided, however, the the sale period in which Declarant holds any Units primarily for signs and billboards of Declarant, its agents or assigns, during sale to third parties. The Commercial-Retail Units shall be used only for such commercial office or retail purposes permitted by applicable zoning ordinance and use restrictions, provided such commercial office or retail activity does not constitute a nuisance other residents of the Condominium, as may be determined in the or hazard or offensive use, or threaten the security or safety of reasonable discretion of the Board.

Signs. Except as may be required by legal proceedings, no shall be maintained or permitted on any portion of the Property "For Sale" or "For Ren% ' signs or advertising posters of any kind without the express written permission of the Board of Directors of and posters shall be upon such conditions as may from time to time the Association first having been obtained. The approval of signs provision shall not apply to Declarant. Approval for signs and be determined by the Board of Directors; provided, however, this unreasonably withheld. advertising material for the Commercial-Retail Units shall not be of generally recognized house pets, shall be kept or maintained on 3. Pets. No animals or birds, other than a reasonable number any portion of the Property, and then only if they are kept or maintained solely as domestic pets and not for commercial purposes. No animal or bird shall be allowed to make an unreasonable amount housing or confinement of any animal or bird shall be constructed of noise, or to become a nuisance. No structure for the care, leash when walked or exercised in the Common Elements. Failure to or maintained outside any area serving a Unit. Pets shall be under against the Unit Owner by the Association for the first and second use a leash as required herein will result in a fine being levied offenses, said fine to be determined by the Association. In case be taken by the Association, including, without limitation, of a third such offense by any Unit Owner, any necessary action may Unit Owner to dispose of the pet. Any fine assessed against a Unit assessing a greater fine against the Unit Owner or requiring the Owner as provided herein shall constitute a lien in favor of the (252739.1}

Page 31

SERGENEE BL: 02 795 P: 0371 Association on that Unit Owner's Unit in the same manner as that enumerated in Section 4.01 of Article IV of the Declaration. Upon the written request of any Unit Owner, the Board of Directors of the Association shall conclusively determine, in its sole and absolute discretion, whether for the purposes of this section, a particular animal or bird is a generally recognized house pet, nuisance, or whether the number of animals or birds in any Unit is unreasonable. Further, notwithstanding the foregoing provisions hereof, no structure for the care, housing or confinement of any animal or bird shall be constructed or maintained within any area which is not fully enclosed unless the same shall be approved in writing by the Board of Directors of the Association.

4. Use of Common Areas and Facilities. The use and enjoyment of the Common Elements and facilities by the Unit Owners, their families, visitors, guests, customers, servants and agents, shall be subject to such reasonable rules and regulations as may be made and amended from time to time in accordance with the Declaration and By-Laws of the Association. It is expressly acknowledged and agreed by all parties concerned that this section is for the mutual benefit of all Unit Owners in the Condominium and is necessary for the protection of Unit Owners.

Antennas. Without first obtaining the prior written approval of the Association relative to the size, placement and method of attachment, no antenna or other device for the

transmission or reception of television signals, radio signals, or any form of electromagnetic radiation shall be erected, used or maintained outdoors on any portion of the Property, whether attached to the building or structure or otherwise.

Exterior Appearance. To provide a neat, attractive and harmonious appearance throughout the Condominium, no awnings, shades or screens shall be attached to, hung or used on the exterior of any window or door of a Unit without the prior written consent of the Board of Directors of the Association. Further, no foil or other reflective material shall be used on any windows for sun screens, blinds or any other purpose, nor shall any window airconditioning units be installed. Windmills, solar panels and outside clothes lines or other outside facilities for drying or airing clothes are specifically prohibited. The design, type, location, size, intensity and color of all exterior lights

(including both those mounted as a part of the original

construction of the Property or otherwise in place at the time of conveyance of a Unit to an Owner and those mounted with the consent of the Board of Directors) shall be subject to the control of the Board of Directors.

(252739.1]

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BL 02795 Pa 0372

7. Nuisances. No rubbish or debris of any kind shall be dumped, placed or permitted to accumulate upon any portion of the Property, and no odors shall be permitted to arise therefrom, so as to render any portion thereof unsanitary, unsightly, offensive or detrimental to persons using or occupying other portions of the Property. No nuisance shall be permitted to exist or operate upon any portion of the Property so as to be offensive or detrimental to limiting the generality of any of the foregoing provisions, no persons using or occupying other portions of the Property. Without exterior speakers, horns, whistles, bells or other sound devices, except security devices used exclusively for security purposes, shall be located, used or placed on the Property. Any Unit Owner (or his family, servants, agents or guests) who shall dump or place any trash or debris upon any portion of the Property shall be liable to the Association for the actual cost of the removal thereof or the sum of $25.00 whichever is greater, and the same shall be added to and become part of that portion of any assessment next coming due to which the Unit Owner is subject.

8. Prohibited Activities. Noxious or offensive activities shall not be carried on in any Unit or in the Common Elements and facilities. Each Unit Owner, his family, visitors, guests, customers, servants and agents shall refrain from any act or use of his Unit or the Common Elements and facilities which could reasonably cause embarrassment, discomfort, annoyance or nuisance to the occupants of the Units, or which could result in the cancellation of insurance on any Unit or any portion of the Common Elements and facilities, or which would be in violation of any law or governmental code or regulation.

Without limiting the generality of the foregoing, it is hereby specifically provided that the following uses shall be prohibited on the Condominium Property: (1) game rooms, (2) dance halls, and/or (3) distribution or sale of literature or any other activity which may be considered lewd, indecent, pornographic or designed primarily for adult entertainment.

9. Unsightly or Unkempt Conditions. The pursuit of hobbies or other activities, including specifically, without limiting the generality of the foregoing, the assembly and disassembly of motor vehicles and other mechanical devices, which might tend to cause disorderly, unsightly or unkempt conditions, shall not be pursued or undertaken on any portion of the Property.

10. No Discrimination. No action shall at any time be taken by the Association or its Board of Directors which in any manner

(252739.1)

Page 33

BL 02795 F 0373 would discriminate against any Unit Owner or Unit Owners in favor ¡ of any other Unit Owner or Unit Owners.

Governmental Regulations. All governmental building codes, health regulations, zoning restrictions and the like applicable to the Property shall be observed. In the event of any conflict between any provision of any such governmental code, regulation or restriction and any provision of this Declaration, the more restrictive provision shall apply.

12. Sale Period. Notwithstanding any provisions contained in the Declaration to the contrary, it shall be expressly permissible for Declarant and its duly authorized agents, representatives and employees to maintain and carry on, during the period of the sale of the Units, upon such portion of the Property as Declarant may deem necessary, such facilities and activities as in the sole opinion of Declarant may be reasonably required, convenient or incidental to the renovation and sale of said Units, including, but without limitation, offices, signs and model Units. The right to maintain and carry on such facilities and activities shall include specifically the right to use a model Unit and parking facilities adjacent thereto for such purposes.

13. Hazardous Use and Waste. Nothing shall be done to or kept in any Unit or the Common Elements that will increase any rate of insurance maintained with respect to the Condominium without the prior written consent of the Board. No Unit Owner or Occupant shall permit anything to be done to or kept in his Unit or the Common Elements that will result in the cancellation of insurance maintained with respect to the Condominium, or that would be in violation of any law, or that will result in the commitment of waste (damage, abuse, or destruction) to or in his Unit or the Common Elements.

14. Storage and Parking of Vehicles. No motor vehicle (other than private passenger vehicles including motorcycles and pick-up and small trucks which shall be currently licensed and inspected) including commercial vehicles, trucks (other than pick-up and small trucks), tractor, mobile home or trailer (either with or without wheels), camper, camper trailer, boat or other water craft, boat trailer, or any other transportation device of any kind, shall be parked or stored in or upon the Common Elements, except in any area provided by the Association for such storage and subject to rules, regulations and iees charged by the Association, or parked or stored within any street right-of-way. Each Unit Owner shall be entitled to the use of the numbered parking spaces which may, from time to time, be designated by the Board. No Unit Owner or Occupant shall repair or restore any vehicle of any kind upon the property, except for emergency repairs, and then only to the extent necessary to enable movement thereof to a proper repair facility.

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EXHIBIT "F"

BY-LAWS OF

THE OVERLOOK ON BAXTER CONDOMINIUM ASSOCIATION, INC.

ARTICLE I

PLAN OF UNIT OWNERSHIP

corner of Baxter Street and Pope Street, Athens-Clarke County, Section 1. Unit Ownership. The property located at the Georgia (hereinafter called the "Property") is to be submitted to the provisions of the Georgia Condominium Act (the "Act") by Declaration recorded in the Office of the Clerk of the Superior known as The Overlook on Baxter Condominium (hereinafter called the Court of Athens-Clarke County, Georgia and thereafter shall be "Condominium"). Terms defined in the Act and the Declaration shall have such defined meanings when used herein unless the context otherwise requires.

to the use and occupancy thereof. The term "Property" as used herein shall include the land, the buildings and all other improvements thereof (including the units and the common elements), all other property, personal or mixed, intended for use in and all easements, rights and appurtenances belonging thereto, and the provisions of the Act. connection therewith, all of which are intended to be submitted to

Section 3. Application. All present and future owners, mortgagees, lessees and occupants of units and their employees, and any other persons who may use the facilities of the Property in any and Regulations. manner are subject to these By-Laws, the Declaration and the Rules into of a lease or the act of occupancy of a unit shall constitute The acceptance of a deed or conveyance or the entering an agreement that these By-Laws, the Rules and Regulations and the provisions of the Declaration, as they may be amended from time to time, are accepted, ratified and will be complied with. such place or places as the Board of Directors may from time to Section 4. Office. The Association may have offices at time appoint or the business of the Association may require or make available.

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ARTICLE II

BOARD OF DIRECTORS

Section 1. Number and Qualification. The affairs of the Association shall be governed by a Board of Directors. The Board of Directors shall be composed of at least three (3) but not more than seven (7) persons, as may be determined irom time to time by resolution of the Board of Directors, all of whom shali be

appointed and subject to removal by the Declarant until such time as his authority to so appoint and remove members of the Board of Directors shall expire in accordance with the terms of the

Declaration. Upon the expiration of the period of the Declarant's right to control the Association, the Declarant or any member of the Association shall call a special meeting of the members for the purpose of electing a new Board of Directors which shall be elected by the members. All directors shall be Unit Owners (which shall include, without limitation, any shareholder, director, officer, partner in or trustee of any person, which either alone or with others, is a Unit Owner) or spouses of such owners or designees of the Declarant during the period in which the Declarant retains the right to control the Association. Any individual who would not be eligible to serve as a director were he not a shareholder,

director, officer, partner or trustee as aforesaid shall be disqualified from continuing in office if he ceases to maintain such affiliation.

Section 2.

shall have the powers and duties necessary for the administration of the affairs of the Association and may do all such acts and things except as by law or by the Declaration or by these By-Laws may not be delegated to the Board of Directors by the Unit Owners. Such powers and duties of the Board of Directors shall include but shall not be limited to the following:

(a) Operation, care, upkeep and maintenance of the

Common Elements.

(b) Determination of the Common Expenses required for the affairs of the Association, including, without limitation, the operation and maintenance of the Property.

(c) Collection of the Common Charges and Expenses from the Unit Owners.

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(d) Employment and dismissal of the personnel necessary

Elements. for the maintenance and operation of the Common (e) Adoption and amendment of Rules and Regulations covering the details of the operation and use of the Property.

Opening of bank accounts on behalf of the

Association and designating the signatories required therefor. (g) Imposing charges and establishing regulations for the use of Common Elements such as parking areas, storage areas and laundry facilities.

(h) Obtaining of insurance for the Property, including the units, pursuant to the provision of the Act, the Declaration and of Article VI hereof.

Making of repairs, additions and improvements to or alterations of the Property and making of repairs to and restoration of the Property in accordance with the other provisions of these By-Laws after damage or destruction by fire or other casualty, or as a result of condemnation or eminent domain

proceedings.

Borrowing money on behalf of the Association when required in connection with the operation, care, upkeep and maintenance of the Common Elements, provided, however, that (i) the borrowing of ny sum in excess of $20,000 shall be approved by an affirmative vote of the members holding not less. than 75% of the outstanding votes of the Association at a meeting duly called and held; and (ii) no lien to secure repayment of any sum borrowed may be created on any unit or its appurtenant interest in the Common Elements without the consent of the unit's Owner.

Notwithstanding anything to the contrary contained in these By-Laws, so long as the Declarant shall continue to own units representing undivided ownership in the Common Elements of 10% or more, the Board of Directors may not, without the Declarant's prior written consent, (i) make any addition, alteration or improvement to the Common Elements or to any unit, (ii) assess any Common Charges for the creation of, addition to or replacement of all or

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BL: 02795 ₽ 0377 part of a reserve, contingency or surplus fund, (iii) enter into any service or maintenance contract for work not covered by contracts in existence on the date the Declaration is recorded, or (iv) borrow money on behalf of the Association.

Section 3. Managing Agent and Manager. The Board of Directors may employ for the Condominium a managing agent and/or a manager, at a compensation established by the Board of Directors, to perform such duties and services as the Board of Directors shall authorize, including, but not limited to, the duties listed in subdivisions (a), (c), (d), (g), (h) and (i) of Section 2 of this Article II. The Board of Directors may delegate to the manager or managing agent all of the powers granted to the Board of Directors by these By-Laws other than the powers set forth in subdivisions (b), (e), (f) and (j) of Section 2 of this Article II.

Section 4. Election and Term of Office. Except in the case of directors appointed by the Declarant under the provisions of this Article II, directors shall be elected at the annual meeting of members for a term of one year and shall hold office until their respective successors shall have been elected by the members. Directors appointed by the Declarant shall serve at the pleasure of the Declarant and may be removed and replaced by the Declarant at any time and from time to time.

Section 5. Removal of Directors by Members; Resignations. Except for directors appointed by the Declarant, at any regular or special meeting of members of the Association, any one or more of the members of the Board of Directors may be removed with or without cause upon a majority vote of all votes to which members are entitled and a successor may then or thereafter be elected to fill the vacancy thus created. Any member of the Board of

Directors whose removal has been proposed by the Unit Owners shall be given an opportunity to be heard at the meeting. Any director may resign at any time and shall be deemed to have resigned upon any disposition of his or his spouse's unit or cessation of the relationships described in Section 1 of this Article II.

Section 6. Vacancies. Vacancies in the Board of Directors caused by any reason, other than the removal of a member thereof by a vote of the members or by the Declarant, shall be filled by vote of a majority of the remaining directors at a special meeting of the Board of Directors held for that purpose promptly after the occurrence of any such vacancy, even though the members present at such meeting may constitute less than a quorum, and each person so elected shall be a member of the Board oi Directors for the remainder of the term of the predecessor member

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BL 02795 F 0378 of the members of the Association. and until a successor shall be elected at the next annual meeting the Board of Directors following the annual meeting of the members Section 7. Organization Meeting. The first meeting of place as shall be fixed by a majority of the directors, and no shall be held within ten (10) days thereafter, at such time and notice shall be necessary to the newly elected directors in order legally to constitute such meeting, providing a majority of the whole Board of Directors shall be present thereat.

Board of Directors may be held at such time and place as shall be Section 8. Reqular Meetings. Regular meetings of the Board of Directors. Notice of regular meetings of the Board of determined from time to time by a majority of the members of the least three (3) business days prior to the day named for such Directors shall be given to each director, by mail or telegraph, at meeting.

Board of Directors may be called by the President on twenty-four Section 9. Special Meetings. Special meetings of the telegraph, which notice shall state the time, place and purpose of (24) hours' notice to each director, given by mail, telephone or the meeting. Special meetings of the Board of Directors shall be called by the President or Secretary in like manner and on like notice on the written request of any director.

time waive notice of Section 10. Waiver of Notice. Any director may at any any meeting of the Board of Directors in of such notice. Attendance by a director at any meeting of the writing, and such waiver shall be deemed equivalent to the giving place thereof. If all the members of the Board of Directors are Board shall constitute a waiver of notice by him of the time and present at any meeting of the Board, no notice shall be required, and any business may be transacted at such meeting. meetings of the Board of Directors, a majority of the members Section 11. Quorum of Board of Directors. At all thereof shall constitute a quorum for the transaction of business, and the votes of a majority of the directors present at a meeting Board of Directors. If at any meeting of the Board there shall be at which a quorum is present shall constitute the decision of the less than a quorum present, a majority of those present may adjourn the meeting at any time and from time to time. At any such might have been transacted at the meeting originally called, may be adjourned meeting at which a quorum is present, any business which transacted without further notice.

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Section 12. Compensation. No member of the Board of Directors shall receive any compensation from the Association for acting as such.

ARTICLE III

MEMBERS OF THE ASSOCIATION

Section 1. Members. Each owner of a unit in the Condominium shall automatically be a member of the Association, which membership shall continue during the period of ownership by such Unit Owner.

Section 2. Annual Meetings.

closing of title to at least twenty (20) units, but not later than three years from the date hereof, the Declarant shall call the first meeting of the members. Thereafter, annual meetings of the members shall be held on a date as established by the Board of Directors from time to time. Except during the period when the Declarant retains the right to appoint and remove directors, at such meetings the Board of Directors shall be elected by the members. The members may transact such other business at such meetings as may properly come before them.

Section 3. Place of Meetings. Meetings of the members shall be held at such suitable place convenient to the Unit Owners as may be designated by the Board of Directors.

Section 4. Special Meetings. It shall be the duty of the President to call a special meeting of the members if so directed by (i) resolution of the Board of Directors, (ii) within hirty (30) days following the expiration of the Declarant's right to control the Association, or (iii) upon a petition signed and presented to the Secretary by Unit Owners entitled to at least 15% of the total votes of all members. The notice of any special meeting shall state the time and place of such meeting and the purpose thereof.

Section 5. Notice of Meetings. It shall be the duty of the Secretary to mail a notice to each member of record of each annual or regularly scheduled meeting of the members at least twenty-one (21) days in advance of such meeting, and in the case of special meetings notice shall be given at least seven (7) days in advance of such meetings. Each notice of meeting shall state the purpose thereof, as well as the time and place where it is to be held. Ií the purpose of any meeting shall be to act upon a proposed amendment to the Declaration or to these By-Laws, the notice of meeting shall be mailed at least thirty (30) days prior to such meeting. All notices of meetings shall be delivered

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personally, sent by United States mail, postage prepaid, statutory overnight delivery, or issued electronically in accordance with Chapter 12 of Title 10, the "Georgia Electronic Records and Signatures Act" to all Unit Owners of record at such address or addresses as any of them may have designated to the secretary, or, if no other address has been so designated, at the address of their respective units.

Section 6. Adjournment of Meeting. If any meeting of members cannot be held because a quorum has not attended, a majority in voting interest of the members who are present at such meeting, either in person or by proxy, may adjourn the meeting to a time not less than forty-eight (48) hours from the time the original meeting was called.

Section 7. Title to Units. Title to units may be taken in the name of an individual or in the names of two or more persons, as tenants-in-common, or in the name of a corporation, limited liability company or partnership or in the name of a fiduciary.

Section 8. Voting. The owner or owners of each unit, or some person designated by such owner or owners to act as proxy on his or their behalf and who need not be an owner, shall be entitled to cast the votes appurtenant to such unit at all meetings of members.

Section 9. Quorum. Except as otherwise provided in these By-laws, the presence in person or by proxy of members having a majority of the total authorized votes of all Unit Owners shall constitute a quorum at all meetings of the members.

Section 10. Presiding Officer. The President, or in his absence the Vice President, shall serve as chairman of every meeting of members unless some other person is elected to serve as chairman by a majority of the votes represented at any such meeting. The presiding officer shall appoint such other persons as he deems required to assist with the conduct of the meeting.

ARTICLE IV

OFFICERS

Section 1. Designation. The principal officers of the Association shall be the President, one or more Vice Presidents, the Secretary and the Treasurer, all of whom shall be elected by the Board of Directors.

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Section 2. Election of Officers. The officers of the Association shall be elected annually by the Board of Directors at the organizational meeting of each new Board of Directors, and shall hold office at the pleasure of the Board of Directors.

Section 3. Removal of Officers. Upon the affirmative vote of a majority of the members of the Board of Directors, any officer may be removed, either with or without cause, and his successor may be elected at any regular meeting of the Board of called for such purpose. Directors, or at any special meeting of the Board of Directors

Section 4. President. The President shall be the chief executive officer of the Association. He shall preside at all meetings of the Unit Owners and the Board of Directors. He shall have all of the general powers and duties which are incident to the Non-profit Corporation Code. office of president of a corporation organized under the Georgia

Section 5. Vice President.

take the place of the President and perform his duties whenever the President shall be absent or unable to act. If neither the President nor the Vice President is able to act, the Board of Directors shall appoint some other member of the Board of Directors to act in the place of the President on an interim basis. The Vice President shall also perform such other duties as shall from time President. to time be delegated to him by the Board of Directors or by the

Section 6. Secretary. The Secretary shall keep the minutes of all meetings of the Unit Owners and of the Board of Directors; shall have charge of such books and papers as the Board of Directors may direct; and shall, in general, perform all the duties incident to the office of secretary of a corporation organized under the Georgia Non-profit Corporation Code.

Section 7. Treasurer. The Treasurer shall have the responsibility for Association funds and securities and shall be responsible for keeping full and accurate financial records and books of account showing all receipts and disbursements, and lor the preparation of all required financial data. He shall be responsible for the deposit of all moneys and other valuable effects in the name of the Board of Directors, or the managing agent, in such depositories as may from time to time be designated by the Board of Directors, and he shall, in general, perform all the duties incident to the office of treasurer of a corporation organized under the Georgia Non-profit Corporation Code.

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Section 8. Compensation of Officers. No officer shall receive any compensation from the Association for acting as such.

ARTICLE V

OPERATION OF THE PROPERTY

Section 1: Determination of Common Expenses and Assessments Against Unit Owners.

Fiscal. Year. The fiscal year of the Association shall be the calendar year unless otherwise determined by the Board of Directors.

(b) Preparation and Approval of Budget.

(1) Prior to the commencement of each fiscal year (except for the initial fiscal year), the Board of Directors shall adopt a budget for the Association containing an estimate of the total amount

considered necessary to pay the cost of

maintenance, management, operation, repair and replacement of the Common Elements and those parts of the units as to which it is the responsibility of the Board of Directors to maintain, repair and replace, and the cost of wages, materials, insurance premiums, services, supplies and other expenses that may be declared to be Common Expenses by the Act, the Declaration, these By-Laws or a resolution of the members of the Association and which will be required during the ensuing fiscal year for the administration, operation, maintenance and repair of the Property and the rendering to the Unit Owners of all related services. In the initial fiscal year, the Board of Directors shall adopt a budget and impose assessments at such time on such basis as the Board shall determine in its sole discretion. (2) Such budget shall also include such reasonable amounts as the Board of Directors considers necessary to provide working capital, a general operating reserve and reserves for contingencies and replacements. The Board of Directors shall send to each Unit Owner a copy of the budget in a reasonably itemized form which sets forth the amount of the Common Expenses and any budgeted special assessment payable by each Unit Owner. Such budget shall constitute the basis for determining each Unit

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Owner's assessment for the Common Expenses of the Association for such fiscal year.

Assessment and Payment of Common Expenses.

(1) The total amount of the estimated funds required for the operation of the Property set forth in the budget adopted by the Board of Directors (other than amounts of budgeted special assessments) shall be assessed against each Unit Owner in proportion to his allocable share of liabilities for Common Expenses as provided in the Declaration, and together with the amount of any budgeted special assessments applicable to any unit, shall be a lien against each Unit Owner's unit. On or before the first day of each fiscal year (except for the initial fiscal year), and the first day of each month in such fiscal year, each Unit Owner shall be obligated to pay to the Board of Directors or to the Managing Agent (as determined by the Board of Directors), one-twelfth of the total of such assessment, including budgeted special assessments. Within sixty (60) days after the end of each fiscal year, the Board of Directors shall supply to all Unit Owners an itemized accounting of the Common Expenses for such fiscal year actually incurred and paid, together with a tabulation of the amounts collected pursuant to the budget adopted by the Board of Directors for such fiscal year, and showing the net amount over or short of the actual

expenditures plus reserves. Any amount accumulated in excess of the amount required for actual expenses and reserves shall, if the Board of Directors deems it advisable, be either distributed to the Unit Owners according to each Unit Owner's share of liability for Common Expenses or credited according to each owner's share of liability for Common Expenses to the next monthly installments due from Unit Owners under the current fiscal year's budget, until exhausted. Any net shortage shall be assessed promptly against the Unit Owners in accordance with their share of liability for Common Expenses and shall be payable in full with payment of the next monthly assessment due. Notwithstanding anything herein to the contrary, any surplus or deficit with respect to a special assessment shall be

distributed, credited or assessed to or against the

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Unit Owner against whom the special assessment was made. (2) In the event the Association incurs expenses not included in the budget which may be specially assessed under the Declaration, the Board of Directors may specially assess and collect such time dys expenses at any time during the fiscal year. If possible, the Board of Directors will cause such unbudgeted special assessments to be paid in equal installments over a period of not less than twelve (12) months, but nothing herein shall prevent the Board from requiring payment in a lump sum if the interests of the Association so require.

(d) Reserves: The Board of Directors shall build up and maintain reasonable reserves for working capital, operations, contingencies and replacements.

Extraordinary expenditures not originally included in the annual budget, which may become necessary during the year, shall be charged first against such reserves, unless the same are subject to special assessment. If the reserves are inadequate for any

against the Unit Owners according to their

respective allocable shares of liability for Common Expenses. The Board of Directors shall serve notice of any such further assessment on all Unit Owners by a statement in writing giving the amount and reasons therefor, and such further assessment shall, unless otherwise specified in the notice, become effective with the next monthly payment which is due more than ten (10) days after the delivery of such notice of further assessment. All Unit Owners shall be obligated to pay the adjusted monthly amount or, if such further assessment is not payable in

installments, the amount of such assessment. assessment shall be a lien as of the effective date as set forth in the preceding paragraph (c). (e) Initial Assessment.

(1) After the Board of Directors named in the Article of Incorporation takes office, it shall determine the budget, as defined in this Section 1, for the period commencing as of the date the

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Condominium was created by filing of the Declaration and ending on the last day of the fiscal year in which such election occurs. Assessments shall be levied at the direction of the Board and shall become a lien against the Unit Owners during such periods as provided in paragraph (c) of this Section

(2) The Declarant, as the agent of the Board of Directors, will collect from each initial purchaser at the time of settlement on his unit an "initial assessment". The Declarant will deliver the funds so collected to the Board of Directors to provide an initial general operating fund for the Association. Such initial assessment shall not constitute any portion of the annual assessment of Unit Owners for the initial fiscal year or any other fiscal year which shall be assessed and collected as provided herein and paragrapch (c) of this Section 1. (I) Effect of Failure to Prepare or Adopt Budget. The failure or delay of the Board of Directors to prepare or adopt a budget for any fiscal year shall not constitute a waiver or release in any manner of a Unit Owner's obligation to pay his allocable share of the Common Expenses as herein provided whenever the same shall be determined and, in the absence of any annual budget or adjusted budget, each Unit Owner shall continue to pay each monthly installment at the monthly rate established for the previous fiscal year until receipt of the notice of the new monthly payment which is due more than ten (10) days after such new annual or adjusted budget shall have been delivered.

Accounts. All sums collected by the Board of Directors with respect to assessments against the Unit Owners or from any other source may be

commingled into a single fund.

Section 2. Payment of Common Expenses. Each Unit Owner shall pay the Common Expenses assessed by the Board of Directors pursuant to the provisions of Section 1 of this Article V. No Unit Owner may exempt himselí from liability for his contribution toward Common Expenses by waiver of the use or enjoyment of any of the Common Elements or by abandonment of his unit. Prior to or at the time of any conveyance of a unit, all liens, unpaid charges and assessments shall be paid in full and discharged. The purchaser of

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a unit shall be jointly and severally liable with the selling Unit Owner for all unpaid assessments against the latter for his proportionate share of the Common Expenses up to the time of such recordation, without prejudice to the purchaser's right to recover from the selling Unit Owner amounts paid by the purchaser therefor; provided, however, that any such purchaser shall be entitled to a statement setting forth the amount of the unpaid assessments against the selling Unit Owner within five (5) days following a written request therefor to the Board of Directors or Managing Agent, and such purchaser shall not be liable for, nor shall the unit conveyed be subject to lien for, any unpaid assessments in excess of the amount therein set forth; and provided further, that each mortgagee who comes into possession of a unit by virtue of foreclosure or by deed or assignment in lieu of foreclosure, or any purchaser at a foreclosure sale, shall take the unit free of any claims for unpaid assessments or charges against such unit which accrue prior to the time such mortgagee comes into possession thereof.

Section 3. Collection of Assessments. The Board of Directors or the Managing Agent, at the request of the Board of Directors, shall take prompt action to collect any assessments for Common Expenses due from any Unit Owner which remain unpaid for more than thirty (30) days from the due date for payment thereof. Any assessment, or installment thereof, not paid within ten (10) days after the due date shall (a) subject the delinquent Unit Owner to the imposition of a late charge in an amount not in excess of the greater of Ten Dollars ($10.00) or ten percent (10⅜) of each assessment or installment thereof not paid when due, as determined from time to time by the Association, (b) with any late charge relating thereto, bear interest from the date the same was first due and payable at the maximum rate of interest allowed by law, (c) entitle the Association to collect from the delinquent Unit Owner all costs of collection including court costs, expenses of sale, expenses required for the protection and preservation of the delinquent owner's unit and reasonable attorney's fees actually incurred, and (d) entitle the Association to collect from the delinquent Unit Owner the fair rental value of such Unit Owner's unit from the time of the institution of suit until the sale of the otherwise satisfied. unit at foreclosure or until the judgment rendered in such suit is

Section 4. Statement of Common Expenses. The Board of Directors shall promptly provide any Unit Owner, contract purchaser or mortgagee so requesting the same in writing with a written statement of all unpaid assessments for Common Expenses due from such Unit Owner.

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Common Expenses. Section 5. Maintenance, Repair, Replacement and Other

(a) By the Board of Directors. The Board of Directors shall be responsible for the maintenance in good working order and condition, repair and replacement of all of the Common Elements as defined herein or in the Declaration, whether located inside or outside of the units, the cost of which shall be charged to Unit Owners as a Common Expense in accordance with the provisions of this Article V; provided, however, that each Unit Owner shall perform normal maintenance on any portion of the remaining Common Elements which the Board of Directors pursuant to the Rules and Regulations has given him permission to utilize, including without limitation the items enumerated in subsection (b) hereof. Notwithstanding anything herein to the contrary, the Association, with the approval of Unit Owners having seventy-five percent (75%) or more of the voting power of the Association, may alter or modify the form or use of any portion of the Common Elements or elect not to repair or replace the same. (b) By the Unit Owner.

(1) Each Unit Owner shall keep his unit and its equipment, appliances and appurtenances (including Limited Common Elements) in good order, condition and repair and in a clean and sanitary condition, and shall do all redecorating, painting and varnishing which may at any time be necessary to maintain the good appearance and condition of his unit. In addition, each Unit Owner shall be responsible for all damage to any other units or to the Common Elements resulting from his failure to make any of the repairs required by this Section 5. Each Unit Owner shall perform his responsibility in such manner as shall not unreasonably disturb or interfere with the other Unit Owners. Each Unit Owner shall promptly report to the Board of Directors or to the Managing Agent any defect or need for repairs for which the Board of Directors is responsible.

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BL: 02795 P 0355 (2) Any Unit Owner permitted by the Board of Directors to use a specific portion of the Common Elements for storage or other purposes is

responsible for the maintenance and care of such portion and shall use such portion in a safe and sanitary manner.

Section 6. Additions, Alterations or Improvements by Board of Directors. Whenever in the judgment of the Board of Directors the Common Elements shall require additions, alterations or improvements costing in excess of Ten Thousand Dollars ($10, 000) during any period of twelve (12) consecutive months, and the making of such additions, alterations or improvements shall have been approved by a majority of the voting interests of the members of the Association, the Board of Directors shall proceed with such additions, alterations or improvements and shall assess all Unit Owners for the cost thereof as a Common Expense. Any additions, alterations or improvements costing Ten Thousand Dollars ($10,000) or less during any period of twelve (12) consecutive months may be made by the Board of Directors without approval of the Unit Owners and the cost thereof shall constitute a Common Expense.

Section 7. Additions, Alterations or Improvements by Unit Owners. No Unit Owner shall make any structural addition, alteration or improvement in or to his unit without the prior written consent of the Board of Directors or the committee thereof in charge of architectural control. No Unit Owner shall paint or alter the exterior of his unit, including the doors and windows, nor shall any Unit Owner paint or alter the exterior of any building, without the prior written consent of the Board of Directors. The Board of Directors shall be obligated to answer any written request by a Unit Owner for approval of a proposed structural addition, alteration or improvement (by painting or otherwise) in such Unit Owner's unit within forty-five (45) days after such request, and failure to do so within the stipulated time shall constitute a consent by the Board of Directors to the proposed structural addition, alteration or improvement. If any application to any governmental authority for a permit to make any such structural addition, alteration or improvement in or to any unit requires execution by the Association, and provided consent has been given by the Board of Directors, then the application shall be executed on behalf of the Association by the Board of Directors only, however, without incurring any liability on the part of the Board of Directors or any director to any contractor, subcontractor or materialman on account of such addition,

alteration or improvement, or to any person having claim for injury to person or damage to property arising therefrom. Subject to the provisions of the Declaration and the approval of any mortgagee of (252750.1} Page 15 of 24

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BL: 02795 P 0389 such affected units, the Board of Directors and any Unit Owner affected, any unit may be altered so as to relocate the boundaries between such unit and any adjoining units. The Secretary shall record any necessary amendment to the Declaration to effect such action.

The provisions of this Section 7 shall not apply to units owned by the Declarant until deeds of conveyance of such units shall have been recorded; provided, however, that the Declarant's construction or alterations shall be architecturally compatible with the existing units. The Declarant shall have the right to make such alterations without the consent of the Board of application required.

Section 8. Use of Units and Common Elements.

(a) Each unit and the Common Elements shall be occupied and used as follows:

(1) Except for the Commercial-Retail Unit, Units shall not be used for any purposes except

housing and the related common purposes, except those for which the Property was designed, and all usage shall at all times conform to the provisions The Overlook on Baxter Condominium and such of the Declaration, By-laws, and Use Restrictions of reasonable rules, regulations and restrictions as may be established by the Directors of the Association. (2) Nothing shall be done or kept in any unit or in the Common Elements which will increase the rate of insurance for the Property or any part thereof without the prior written consent of the Board of

No Unit Owner shall permit anything to be done or kept in his unit or in the Common Elements which will result in the cancellation of insurance on the Property or any part thereof or which would be in violation of any law, regulation or administrative ruling. No waste will be committed in the Common Elements.

(3) No immoral, improper, offensive or unlawful use shall be made of the Property or any part thereof, and all valid laws, zoning ordinances and

regulations of all governmental agencies having jurisdiction thereof shall be observed. All laws, orders, rules, regulations or requirements of any governmental agency having jurisdiction thereof (252750.1ęŘŚ Page 16 of 24

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BL 02795 F 0390 relating to any portion of the Property shall be complied with, by and at the sole expense of the Unit Owner or the Board of Directors, whichever shall have the obligation to maintain or repair such portion of the Property, and, if the latter, then the cost of such compliance shall be a Common Expense.

(4) Nothing shall be altered or constructed in or removed from the Common Elements except upon the prior written consent of the Board of Directors. (5) The Common Elements shall be used only for the furnishing of the services and facilities for which the same are reasonably suited and which are incident to the use and occupancy of the units. (6) No trailers, campers or boats may be parked on the Property, unless the Board of Directors shall designate an area within the parking areas

exclusively for such purposes. No junk or derelict vehicle or other vehicle on which current

registration plates are not displayed shall be kept upon any of the Common Elements.

(7) Each Unit Owner shall pay for utilities consumed or used in his unit which are billed directly to such unit through separate meters. The cost of utilities serving the Common Elements and of utilities serving units through meter systems other than separate meters for each unit shall be Common

Any master metered utilities that service more than one (1) Unit shall be Common Expenses relative to only those Units which it may serve.

(8) No Unit Owner shall place or cause or permit to be placed on or in the public halls, stairways or other Common Elements (other than in the areas designated as storage areas) any furniture, packages or objects of any kind. The halls and stairways shall be used for no purpose other than for normal transit.

Each unit and the Common Elements shall be occupied and used in compliance with the Rules and

Regulations which may be promulgated and amended by the Board of Directors from time to time. Copies of

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BL: 02795 A 0391 the Rules and Regulations shall be furnished by the Board of Directors to each Unit Owner. Amendments to the Rules and Regulations shall be conspicuously posted prior to the time when the same shall become effective, and copies thereof shall be furnished to each Unit Owner upon request.

right of access to his unit to the manager and/or the managing Section 9. Right of Access. A Unit Owner shall grant a agent and/or any other person authorized by the Board of Directors, the manager or the managing agent, for the purpose of making inspections or for the purpose of correcting any condition originating in his unit and threatening another unit or the Common Elements, or for the purpose of performing pest control,

installations, alterations or repairs to the mechanical or electrical services or other Common Elements, or to correct any condition which violates the provisions of any mortgage covering another unit, provided that requests for entry are made in advance and that any such entry is at a time reasonably convenient to the Unit Owner and further provided that such right shall be exercised in such a manner as residential purposes. will not unreasonably interfere with the use of the units for shall be immediate, whether the Unit Owner is present at the time In case of an emergency, such right of entry

ARTICLE VI

INSURANCE AND CASUALTY LOSSES

Section l. Insurance.

maintain at all times (i) insurance for all of the insurable improvements on the Property (with the exception of improvements and betterments made by the respective Unit Owners or occupants) against loss or damage by fire or other hazards, including extended coverage, vandalism and malicious mischief in an amount sufficient to cover the full replacement costs of any repair or reconstruction in the event of damage or destruction from any such hazard; and Elements in the Condominium and all damage or injury caused by the (ii) a comprehensive public liability policy covering all Common negligence of the Association, its officers, directors, agents, employees, all Unit Owners and other persons entitled to occupy any unit or other portion of the Condominium, with cross liability endorsement to cover liability of the Unit Owners as a group to a Unit Owner and a "severability of interest" endorsement which shall preclude the insurer from denying the claim of a Unit Owner because of the negligent acts of other Unit Owners or the Association, which public liability policy shall be in amounts authorized from time to time by the Board of Directors not less than $500,000.00 (252750.1} Page 18 of 24

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for injury, including death, to one individual, $1,000,000.00 for injury or injuries, including death, arising out of a single occurrence, and $50,000.00 property damage, including water damage liability, liability for non-owned and hired automobile and liability for property of others. The Association shall also obtain and maintain such other insurance as may be required by applicable law or as the Board of Directors may determine to be in the best interests of the Association and the Unit Owners. Premiums for all such insurance shall be Common Expenses not specially assessed. All such insurance coverage obtained by the Association shall be written in the name of the Association as trustee for each of the Unit Owners in their respective percentages of undivided interest in and to the Common Elements. Such forth: insurance shall be governed by the provisions hereinafter set

(a) All policies shall be written with a reputable company companies licensed to do business in the State of Georgia.

All policies shall be for the benefit of the Association, the Owners and their mortgagees as shall be the named insured. their interests may appear, and the Association Provision shall be made for the issuance of a certificate of insurance to each Unit Owner and his mortgagee, if any, which shall specify the

proportionate amount of such insurance attributable to the particular Unit Owner's interest in the property.

Exclusive authority to adjust losses under policies hereafter in force on the property shall be vested in the Association; provided, however, that no mortgagee may be prohibited from participating in the settlement negotiations, if any, related paid to thereto, and the proceeds of the insurance shall be the Association for the use and benefit of the mortgagees as their interest may appear. In no event shall the insurance coverage obtained and maintained by the Association hereunder be brought into contribution with insurance purchased by individual Unit Owners or their mortgagees.

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BL: 02795 PE 0393

It shall be the individual responsibility of each Unit Owner at his own expense to provide, as he sees fit, title insurance on his individual unit, public liability insurance, theft and other insurance covering improvements, betterments and personal property damage and loss.

Any Unit Owner who obtains an individual insurance policy shall file a copy of each such individual policy with the Association within thirty (30) days after purchase of such insurance.

The Association shall conduct an annual insurance review to determine that the insurance maintained by the Association is adequate to meet the requirements of this Declaration.

Section 2. Handling of Casualty Insurance Proceeds. All insurance policies purchased by and in the name of the Association shall provide that proceeds covering the property losses shall be paid to the Association. The Association shall receive such proceeds as are paid and delivered to it and hold the same in trust for the benefit of the Unit Owners and their mortgagees in accordance with the respective undivided interests of the Unit Owners in and to the Common Elements. Such proceeds, or such portion thereof as may be required for such purpose, shall be disbursed by the Association in payment of repairs or

reconstruction as hereinafter provided. Any proceeds remaining after defraying all costs of repairs or reconstruction shall be disbursed to the beneficial Unit Owners, remittances to Unit Owners and their mortgagees being payable jointly to them.

Notwithstanding the foregoing, in the event of a determination that the damage or destruction for which the proceeds are paid shall not be repaired or reconstructed, such proceeds shall be disbursed to such persons as hereinafter provided.

Section 3. Damage and Destruction.

Immediately after any damage or destruction by fire or other casualty to the property covered by insurance written in the name oi the Association, he Association 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 property. Repair or

reconstruction, as used in this paragraph, means repairing or restoring the property to substantially {252750.1} Page 20 of 24

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the same condition in which it existed prior to the fire or other casualty with each unit and the Common Elements having the same vertical and horizontal boundaries as before.

(b) Immediately after substantial damage or destruction by fire or other casualty to any part of the property, the Association shall provide written notice of same to each mortgagee having an interest therein whose name and address have theretofore been furnished to the Association together with a written request for such notice. Notwithstanding the foregoing, if the Federal Home Loan Mortgage Corporation ("FHLMC") or the Federal National Mortgage Association ("FNMA") is the mortgagee of any unit, the Association shall notify FHIMC or FNMA, as the case may be (c/o the institution. servicing the mortgage or mortgages for and on behalf of FHIMC or FNMA, as the case may be), in writing of any loss to the Common Elements if such loss exceeds $10,000.00, and of any loss to a unit covered by a mortgage owned in whole or in part by FHLMC or FNMA if such loss exceeds $1,000.00. (c) Any damage or destruction shall be repaired or reconstructed unless:

(1) the Condominium is terminated pursuant to the provisions of the Act;

(2) the damaged or destroyed portion of the property is withdrawn from the Condominium pursuant to the provisions of the Act; or

the Unit Owners of the damaged or destroyed units, lI any, together with the Unit Owners of other units to which two-thirds of the votes in the Association any damaged or destroyed units, agree not to repair or reconstruct such damage or destruction. Any such determination shall be conclusively made within a period of time which shall in no event exceed ninety (90) days after the casualty. Should a

determination be made to terminate the Condominium, withdraw from the Condominium the damaged portion of the property or not to repair or reconstruct the damage or destruction as provided above, then such damaged or destroyed unit shall not be repaired or {252750.1} Page 21 of 24

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B: 02795 F 0395

reconstructed and the entire undivided interest in the Common Elements appertaining to that unit shall thenceforth appertain to the remaining units, being allocated to them in proportion to their undivided interest in the Common Elements immediately prior to such allocation; and any remaining portion of such damaged or destroyed unit, including the land which was subjacent thereto (if originally included within the boundaries of the unit), shall thenceforth be a part of the Common Elements. Votes in the

Association and liability for assessments Shall thereupon appertain to the remaining units, being allocated to them in proportion to their relative voting strength in the Association and liability for assessments immediately prior to such

allocation. If any damaged Common Elements shall not be repaired or restored, then the net insurance proceeds appertaining thereto shall be divided among the Unit Owners in accordance with their percent interests in the Common Elements. If any damaged unit shall not be repaired or restored, then after deducting therefrom a reasonable amount to be paid to the Association to cover the expenses of

cleaning up and landscaping the area where the damaged unit was located, the net insurance proceeds appertaining thereto shall be paid to the Owner and such mortgagee jointly, who shall use such proceeds

Section 4. Repair and Reconstruction. If the damage or destruction for which the insurance proceeds are paid is to be . repaired or reconstructed, then the net proceeds shall be disbursed to defray the cost of such repairs or reconstruction as herein provided. Any proceeds remaining after defraying such costs shall be distributed to the beneficial Owners thereof, as determined in accordance with the provisions of Section 3(c) of this Article VI; said remittances to Unit Owners and their mortgagees having mortgagee endorsements, being payable jointly to them, shall be used as they alone may determine. If the damage or destruction for which the insurance proceeds are paid is to be repaired or

reconstructed and such proceeds are not sufficient to defray the cost thereof, the Association shall levy a special assessment in sufficient amounts to provide funds to pay such excess cost of repair or reconstruction. Additional assessments may be made in like manner at any time during or following the completion of any repair or reconstruction. Notwithstanding anything herein to the contrary, the obligation of the Association to repair or restore any damaged or destroyed property shall be limited to repairing or

{252750.1] Page 22 of 24

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restoring the property to the same condition as existed on the date of conveyance by the Declarant to the Unit Owner.

ARTICLE VII

MORTGAGES

Section 1. Notice to Board of Directors. A Unit Owner who mortgages his unit shall notify the Board of Directors of the name and address of his mortgagee and shall file a conformed copy of the note and mortgage with the Board of Directors.

Section 2. Notice of Unpaid Common Charges or Other Default. The Board of Directors, whenever so requested in writing by a mortgagee of a unit, shall promptly report any then unpaid Common Charges due from, or any other default by, the Owner of the mortgaged unit.

ARTICLE VIII

RECORDS AND REPORTS

Section 1. Books and Records. The Board of Directors or the managing agent shall keep detailed records of the actions of the Board of Directors and the managing agent, minutes of the meetings of the Board of Directors, minutes of the meetings of the Unit Owners and financial records and books of account of the Association, including a chronological listing of receipts and expenditures, as well as a separate account for each unit which, among other things, shall contain the amount of each assessment of Common Charges against such unit, the date when due, the amounts paid thereon and the balance remaining unpaid.

Section 2. Annual Report. An annual report of the receipts and expenditures of the Association shall be rendered by the Board of Directors to all Unit Owners and to all mortgagees of units who have requested the same, promptly after the end of each fiscal year. The cost of such report shall be paid by the

Association and charged as a Common Expense.

ARTICLE IX

MISCELLANEOUS

Section 1. Notices. All notices hereunder shall be sent to the Board of Directors c/o the managing agent, or if there is no managing agent, to the office of the Board of Directors, or to such other address as the Board of Directors may hereinafter designate from time to time, by notice in writing to all Unit Owners. All notices to any Unit Owner shall be sent to the address of his unit {252750.1} Page 23 of 24

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BL 02795 # 0397

or to such other address as may have been designated by him from time to time, in writing, to the Secretary of the Association. All notices to mortgagees of units shall be sent to their respective addresses, as designated by them from time to time, in writing, to the Board of Directors. All notices shall be deemed to have been given when mailed, except notices of change of address which shall be deemed to have been given when received.

Section 2. Invalidity. The invalidity of any part of these By-Laws shall not impair or affect in any manner the validity, enforceability or effect of the balance of these By-Laws.

Section 3. Captions. The captions herein are inserted only as a matter of convenience and for reference, and in no way define, limit or describe the scope of these By-Laws, or the intent of any provision thereof.

Section 4. Gender. The use of the masculine gender in these By-Laws shall be deemed to include the feminine gender and the use of the singular shall be deemed to include the plural, whenever the context so requires.

ARTICLE X

AMENDMENTS TO BY-LAWS

Section 1. General Provisions. Except as hereinafter provided otherwise, these By-Laws may be modified or amended by the Board of Directors from time to time; provided, however, that no amendment shall be made without the consent of the Declarant so long as the Declarant is the owner of units to which are allocated more than ten percent (10%) of the Common Elements.

Notwithstanding anything to the contrary herein contained, no provision of these By-Laws relating to the use of the units may be amended without the consent of every Unit Owner affected by such amendment. All amendments adopted by the Board of Directors may be repealed, altered or modified by the members by the affirmative duly held for such purpose. vote of 66 2/3% of the votes of all members at a meeting of members

ARTICLE XI

CONFLICTS

Section 1. The Act or the Declaration Controls. These By-Laws are set forth to comply with the requirement of the Act and the Declaration. In case any of these By-Laws conflict with the provisions of the Act or of the Declaration, the provisions of the Act or of the Declaration, as the case may be, shall control.

{252750.1] Page 24 of 24

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