Summerville Covenants

Deed Doc: COVE

Kecorded 04/35/2006 12:07PM Prepared By and

After Recording Return To: Heverly Logan

G. Marcus Hodge Clerk Superior Count, Adheus-Chake County, Ga. Fortson, Bentley & Griffin, P.A. BL 03079 P 0107-0167 P.O. Box 1744

Athens, Ga 30603

MASTER DECLARATION OF PROTECTIVE COVENANTS,

CONDITIONS, RESTRICTIONS AND EASEMENTS

FOR SUMMERVILLE, A MIXED USE NEIGHBORHOOD

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TABLE OF CONTENTS

ARTICLE 1 - Definitions.......................... 3

ARTICLE 2 - Property Subject to this Declaration

ARTICLE 3 - Association Membership and Voting Rights. 8

ARTICLE 4 - Assessments... 8

ARTICLE 5 - Maintenance, Conveyance of Common Property to Association. 13

ARTICLE 6 - Architectural Standards 17

ARTICLE 7 - Use Restrictions and Rules.. 19

ARTICLE 8 - Insurance and Casualty Losses 26

ARTICLE 9 - Mortgage Provisions 28

ARTICLE 10 - Easements.. 29

ARTICLE 11 - General Provisions 32

Exhibit

Property Submitted To This Master Declaration of Protective

Covenants, Conditions, Restrictions and Easements Upon Filing

In The Public Records "A"

Site Plan "B"

Parcel Descriptions "C"

Bylaws "D"

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011608-0001

BE 03079 P 0109

MASTER DECLARATION OF PROTECTIVE COVENANTS,

CONDITIONS, RESTRICTIONS AND EASEMENTS

FOR SUMMERVILLE

THIS DECLARATION is made on the date hereinafter set forth by WESTPARK HOLDINGS, L.L.C., a Georgia limited liability company (hereinafter sometimes called "Declarant");

WITNESSETH

WHEREAS, Declarant is the owner of the real property described in Exhibit "A" hereof; and

WHEREAS, Declarant desires to subject the real property described in Exhibit "A" hereof to the provisions of this Declaration to provide for a general plan for the subdivision, development and improvements of Summerville in an orderly manner with appropriate architectural, landscaping, construction, development and maintenance controls to maintain the value, aesthetic appearance and architectural harmony of Summerville during and after development; and to provide for the subjecting of other real property to the provisions of this Declaration.

NOW, THEREFORE, Declarant hereby declares that the real property described in Exhibit "A" attached hereto and by this reference incorporated herein is hereby subjected to the provisions of this Declaration and shall be held, sold, transterred, conveyed, used, occupied and encumbered subject to the covenants, conditions, restrictions and easements, hereinatter set forth, which are for the purpose of protecting the value and desirability of Summerville, and which shall run with the title to the real property hereby and hereafter made subject hereto and shall be binding on all persons having any right, title or interest in all or any portion of the real property now and hereafter made subject hereto, their heirs, legal representatives, successors, successors-in-title and assigns and shall inure to the benefit of each and every owner of all or any portion thereof.

Article 1.

Definitions

The following words, when used in this Declaration, or any Supplementary Declaration shall have the following meaning:

1.1 "Annual Assessment" means assessments levied on Units, as more particularly described in Article 4 hereof.

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1.2 "Approved Builder" means any builder designated by Declarant to develop and construct Units in the Development.

1.3 "Architectural Review Board' or "ARB' means the committee established to exercise the architectural review powers set forth in Article 6.

1.4 "Articles of Incorporation" means the Articles of Incorporation of Summerville Property Owners Association, Inc., filed with the Georgia Secretary of State and incorporated herein by this reference.

1.5 "Association" means Summerville Property Owners Association, Inc., a Georgia nonprofit corporation, its successors or assigns, also known as the "Master Association."

1.6 "Board of Directors" means the appointed or elected body of the Association vested with the authority to manage the affairs of the Association under the Georgia Nonprofit Corporate Code, O.C.G.A. § 14-3-101, et seq.

1.7 "Bylaws" means the Bylaws of Summerville Property Owners Association, Inc., a copy of which is attached hereto as Exhibit "D" and incorporated herein by this reference, as may be amended from time to time.

"Common Expenses" means the expenses incurred or anticipated to be incurred by the Association to the gencral benefit of the Development, including, but not limited to, those expenses incurred by the Association as part of the maintenance responsibilities in Section 5.1(a).

1.9 "Common Property" means any and all real and personal property, and the improvements located thereon, now and hereafter owned by the Association for the common use and enjoyment of the Owners.

1.10 "Declarant" shall mean WestPark Holdings, L.L.C., a Georgia limited liability company, and any successor-in-title or assignee, who, in an instrument of conveyance or a recorded instrument of assignment, is designated as the Declarant hereunder by the former Declarant hereunder; provided, further, upon the conveyance or assignment of the rights of Declarant hereunder, all rights of the former Declarant in and to such status as Declarant shall cease, it being understood that there shall be only one Declarant hereunder at any one point in time.

1.11 "Development-Wide Standard" means the standard of conduct, maintenance, or other activity generally prevailing in Summerville. Such standard may or more specifically be determined by the Board of Directors. Such determination, however, must be consistent with the Development Plan originally established by the Declarant.

1.12 "Development Plan" means the Declarant's land use site plan for the development of Summerville prepared by Robinson Fisher Associates, Inc. dated June 3, 2005 last revised

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July 27, 2005, a copy of which is attached hereto as Exhibit B, as it may be amended from time to time.

1.13 "Hazardous Materials" means any pollutant, toxic substance, hazardous waste, hazardous material, hazardous substance, petroleum, oil, or any petroleum by-product defined as a hazardous substance under any applicable federal, state, or local laws, regulations or ordinances whether existing as of the date of this Declaration, previously in force or subsequently enacted.

1.14 "Member" means a member of the Association pursuant to Section 3.1 hereof.

"Mortgage" means any and all instruments used for the purpose of encumbering real property in the Development as security for the payment or satisfaction of an obligation, including, without limitations, any mortgage, deed to secure debt or deed of trust.

1.16 "Mortgagee" means the holder of a Mortgage.

1.17 "Occupant" means any Person occupying all or any portion of a Unit for any period of time, including, without limitation, the Owner and any tenant of the Owner.

1.18 "Owner" means the record owner, whether one or more Persons, of the fee simple title to any Parcel or Unit located within Summerville, excluding, however, any Person holding such interest merely as security for the performance or satisfaction of an obligation.

"Parcel" means each separately developed and denominated residential, office, or commercial area within Summerville, whether or not governed by a Parcel Association (as defined below), in which the Owners of the Units may have common interests other than those common to all Members of the Association. Separate Parcel status shall be designated on Exhibit "C' hereof or in one or more Supplementary Declarations describing the property which shall constitute all or part of such Parcel. By way of illustration, and not limitation, each singlefamily housing development, multi-family housing development, office development, or commercial/retail development may be designated as a separate Parcel. Separate Parcel status for any property subject to this Declaration may be made by Declarant, without a vote of the Members (until the Declarant no longer owns property in Summerville and no longer has the right to annex additional property to Summerville). Each Parcel shall contain one or more Units.

1.20 "Parcel Assessment" means the assessment levied on Units, as more particularly described in Article 5 hereof.

1.21 "Parcel Association" means a condominium association, homeowners association or other owners association having concurrent jurisdiction with the Association over any Parcel.

1.22 "Parcel Declaration" shall refer to any declaration of condominium, declaration of protective covenants or similar instrument recorded in the Athens-Clarke County, Georgia, land records which subjects all or a portion of the land within such Parcel to covenants, restrictions, and easements in addition to those contained in this Declaration.

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"Person" includes any individual, individual acting in a fiduciary capacity, corporation, limited partnership, limited liability company, general partnership, joint stock company, joint venture, association, company or other organization, recognized as separate legal entity under Georgia law.

1.24 "Special Assessment" means assessments levied on Units, as more particularly described in Article 4 hereof.

1.25 "Specific Assessment" means assessments levied on Units, as more particularly described in Article 4 hereof.

1.26 "Supplementary Declaration" means an amendment or supplement to this Declaration which subjects additional property to this Declaration and/or imposes additional covenants, conditions, restrictions or easements on the land described therein and/or removes property from the provisions of this Declaration and/or designates Parcel status, all as provided in this Declaration.

1.27 "Total Association Vote" means the votes attributable to the entire membership of the Association (including votes of Declarant) as of the record date for such action, whether or not such Members are present or represented at the meeting, if any, where such votes are to be cast. II, for example, and without limitation, a majority of the Total Association Vote is required to approve a matter, such matter must receive more than half of the votes attributable to all existing members of the Association as of the record date for such action, whether or not such Members are present or represented at the meeting, if any, where such votes are to be cast. As a further illustration, if a majority vote is required to approve a matter (and the term Total Association Vote is not used), such maiter must receive more than half of the votes cast by the Members entitled to vote on the matter.

1.28 "Unit" means any portion of Summerville subjected to this Declaration which may be independently owned, whether improved or unimproved. The term shall include within its meaning, by way of illustration but not limitation, townhouse units and single-family detached houses on separately platted lots, as well as vacant land intended for development, but shall not include property of any Parcel Association, or property dedicated to the public. In the case of a i shal be building within a condominium or other structure containing multiple units, each unit shall be deemed to be a separate Unit. In the case of a tract of vacant land or land on which

improvements are under construction, the tract shall be deemed to be a single Unit until such time as a subdivision plat, condominium plat, or other plat showing the location of all contemplated improvements on the Unit is filed for record in the Office of the Clerk of Superior Court of Athens-Clarke County, Georgia on all or a portion of such tract. Thereafter, the portion encompassed by such plat shall contain the number of Units determined as set forth in the preceding paragraph and any portion not encompassed by such plat shall continue to be treated in accordance with this paragraph. The ownership of cach Unit shall include, and there shall pass with the title to each Unit as an appurtenance there to, whether or not separately described, all of the rights and interest of an Owner in the Common Property as herein provided, together with membership in the Association.

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BL 03079 Pg 0113 1.29 "Summerville' or "Development" refers to the real property described in Exhibit "A" attached hereto, and such additions thereto as may be made by Supplementary Declaration as provided herein.

Article 2

Property Subject to this Declaration

2.1 Property Hereby Subjected To This Declaration. The real property which is, by the recording of this Declaration, subject to the covenants, conditions, restrictions and easements herein set forth and which, by virtue of the recording of this Declaration, shall be held, transferred, sold, conveyed, used, occupied, and encumbered subject to this Declaration is the real property described in Exhibit "A" attached hereto and by the reference made a part hereof.

2.2 Annexation by Declarant. As the owner thereof, or if not the owner, with the consent of the owner thereof, Declarant shall have the unilateral right, privilege, and option from time to time at any time until twenty (20) years after the recording of this Declaration to subject all or any portion of any other real property to the provisions of this Declaration and the jurisdiction of the Association by filing for record in the Office of the Clerk of Superior Court of Athens-Clarke County, Georgia, a Supplementary Declaration describing the property being subjected. Any annexation shall be effective upon the filing for record of a Supplementary Declaration unless a later effective date is provided therein. As long as covenants applicable to the real property previously subjected to this Declaration are not changed and as long as rights of existing Owners are not adversely affected, the Declarant may unilaterally amend this Declaration to reflect a different planned use of any such annexed real property.

Additional Covenants, Restrictions and Easements. Declarant may unilaterally subject any portion of Summerville to a Parcel Declaration, including covenants obligating the Owners of Units within the Parcel to be mandatory members of a separately incorporated Parcel Association, in addition to the Association, to maintain and insure such property on behalf of the Owners and obligating such Owners to pay the costs incurred by such Parcel Association through Parcel Assessments. Such additional covenants, conditions, restrictions and easements may be set forth in a Supplementary Declaration or a separate declaration of protective covenants, declaration of condominium or other document filed either concurrent with or after the annexation of the subject property. Any such document filed by the Declarant may supplement, create exceptions to, or otherwise modify terms of this Declaration as it applies to the subject property in order to reflect the different character and intended use of such property.

2.4 Intentionally Deleted.

2.5 Removal of Property. If included in error or due to changes in the Development Plan that in the sole discretion of Declarant in a particular case are consistent with the overall scheme of development for the Development property subject to this Declaration may be subsequently removed by the Declarant, with the consent of the Owners) thereof, from the provisions of this Declaration and the jurisdiction of the Association. Any such removal shall be accomplished by the filing for record of an amendment to this Declaration describing the property removed and shall be effective upon filing for record in the Office of the Clerk of

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Superior Court of Athens-Clarke County, Georgia unless a later effective date is provided therein. Such amendment shall be executed by the Declarant and the Owners) of the property being removed and shall not require the vote or consent of any other Person.

Article 3

Association Membership and Voting Rights

Membership. Every Person, including the Declarant, who is the record owner of a fee or undivided fee interest in any Unit that is subject to this Declaration shall have a membership in the Association. The foregoing is not intended to include Persons who hold an interest merely as security for the performance of an obligation, and the giving of a security interest shall not terminate an Owner's membership. No Owner, whether one or more Persons, shall have more than one membership per Unit. Membership shall be appurtenant to and may not be separated from ownership of a Unit. The rights and privileges of membership, including the right to vote and to hold office, may be exercised by any authorized representative of a Member.

3.2 Allocation of Votes. In any matter coming before the Members for a vote, Members shall be entitled to cast one (1) vote for each Unit; provided however, the Large Office Building Parcel shall be entitled to cast a total of four (4) votes and the Small Office Building Parcel shall be entitled to cast a total of two (2) votes. Provided further however, and in addition to Declarant's right to one (1) vote for each Unit Declarant owns, so long as Declarant owns any property in the Development and has not otherwise relinquished its right to appoint the Association's Board of Directors, the Declarant shall be entitled to cast a total number of votes equal to fifty percent (50%) of the Total Association Vote, plus one (1) vote.

Article 4

Assessments

4.1 Purpose of Assessment. The assessments provided for herein shall be used for the general purposes of promoting the recreation, health, safety, welfare, common benefit, and enjoyment of the Unit Owners and Occupants, including the maintenance of real and personal property, all as may be more specifically authorized from time to time by the Board of Directors.

4.2 Creation of the Lien and Personal Obligation for Assessments. Each member covenants and agrees to pay to the Association: (a) Annual Assessments; (b) Special

Assessments; (c) Parcel Assessments, if any; (d) Specific Assessments; and (e) any other assessments or charges the Association is entitled to levy under this Declaration. All

assessments, together with late charges, interest (not to exceed the maximum legal rate), costs, and reasonable attorney's fees actually incurred, shall be a charge on the land and a continuing lien upon the Unit against which each assessment is made from the time the sums become due and payable. Each owner of any Unit covenants and agrees to pay to its Parcel Association, if any, or the Association such assessments to be established by the Association and collected as provided herein, whether or not it shall be so expressed in such deed.

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4.3 Computation of Annual Assessment. For each calendar year, the Board shall prepare a budget listing by category the estimated Common Expenses (including the establishment and maintenance of such reserves as the Board may consider appropriate). The Board shall cause the proposed annual budget and Annual Assessments roster based thercon to be delivered to each Owner at the last address furnished the Board by the Owners, or to a Parcel Association on behalf of all Owners in any such Parcel, not less than thirty (30) days prior to the beginning of the year to which the proposed annual budget and Annual Assessments roster related, and shall become effective (subject to the terms hereof) as and when so provided. The budget and the Annual Assessments roster shall become effective unless the Board receives within fifteen (15) days after delivery of the annual budget and Annual Assessment roster written objection from Owners whose Total Association Vote exceed fifty percent (50%), which objections, in order to be considered, must state with reasonable specificity the basis for the objections. If the proposed annual budget and Annual Assessment roster are not approved (due to receipt of sufficient written objections), the Board shall revise the proposed annual budget and Annual Assessment roster and resubmit a revised budget and roster to the Owners for approval. Notwithstanding the foregoing, in the event the proposed budget is not approved or the Board fails for any reason to determine the budget for the succeeding year, then and until such time as a budget shall have been determined as provided herein, the budget and Annual Assessments roster in effect for the then current year shall continue for the succeeding year. The Annual Assessment shall be the same amount for cach Unit; provided however, the Large Office Building Parcel shall be obligated for a total of four (4) Annual Assessments and the Small Office Building Parcel shall be obligated for a total of two (2) Annual Assessments.

4.4 Special Assessments. In addition to the other assessments authorized herein, the Association may levy Special Assessments from time to time to cover unbudgeted expenses or expenses in excess of those budgeted. Special Assessments may be levied against the entire membership, if the special assessment is for Common Expenses, or against Unit Owners in a particular Parcel, if the Special Assessment is primarily for the benefit of Owners of Units within such a Parcel. Special Assessments shall be paid as determined by the Board, and the Board may permit Special Assessments to be paid in installments extending beyond the fiscal year in which the Special Assessment is imposed.

4.5 Parcel Assessments. The Association shall levy Parcel Assessments, where appropriate, against the Units in a particular Parcel to fund actual and estimated expenses incurred by the Association for the primary benefit of Units within such Parcel, including, without limitation, maintenance required to be performed by the Association for such Parcel under Article 5 hereof. For each calendar year, the Board shall prepare a budget listing by category such estimated expenses (including the establishment and maintenance of such reserves as the Board may consider appropriate) for such year. The Board shall cause a proposed annual budget and Parcel Assessments roster based thereon to be delivered to each Owner in such appropriate Parcel at the last address furnished the Board by the Owners or to a Parcel Association on behalf of all Owners in any such Parcel, not less than thirty (30) days prior to the beginning of the year to which the proposed annual budget and Parcel Assessments roster related, and shall become effective (subject to the terms hereof) as and when so provided. The budget and the Parcel Assessments roster shall become effective unless the Board receives within fifteen (15) days after delivery of the annual budget and Parcel Assessment roster written

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BL 03070 A 0110 objection from Owners whose Total Association Vote of Owners in such parcel exceed fifty percent (50%), which objections, in order to be considered, must state with reasonable specificity the basis for the objections. If the proposed annual budget and Parcel Assessment roster are not approved (due to receipt of sufficient written objections), the Board shall revise the proposed annual budget and Parcel Assessment roster and resubmit a revised budget and roster to the Owners for approval. Notwithstanding the foregoing, in the event the proposed budget is not approved or the Board fails for any reason to determine the budget for the succeeding year, then and until such time as a budget shall have been determined as provided herein, the budget and Parcel Assessments roster in effect for the then current year shall continue for the succeeding year.

4.6 Specific Assessments. The Board shall have the power to specifically assess a Unit Owner pursuant to this Section as, in its discretion, it shall deem appropriate. Failure of the Board to exercise its authority under this Section shall not be grounds for any action against the Association or the Board of Directors and shall not constitute a waiver of the Board's right to exercise its authority under this Section in the future with respect to any expenses, including an expense for which the Board has not previously exercised its authority under this Section. The Board shall have the authority to levy fines against Unit Owners and Occupants pursuant to Article 11, Section 1 of this Declaration. The Board shall also have the authority to levy Specific Assessments against a Unit Owner for the costs of maintenance performed by the Association that a Unit Owner is responsible for under Article 5.

Lien for Assessments. All assessments levied against a Parcel Association or any Unit, together with late charges, interest, costs, and reasonable attorney's fees actually incurred, shall be secured by a lien against a Unit in favor of the Association from the time the sums become due and payable. The Association shall have the right, but not the obligation to evidence the existence of the lien by filing a notice of lien in the Athens-Clarke County, Georgia, records. The lien shall be superior to all other liens and encumbrances on the Unit, except for (a) liens for ad valorem taxes; or (b) liens for all sums unpaid on a first Mortgage or on any Mortgage to Declarant duly recorded in the Athens-Clarke County, Georgia, records and all amounts advanced under the terms of and secured by the Mortgage.

All Persons acquiring liens or encumbrances on any Unit after this Declaration has been recorded, other than as provided above, shall be deemed to consent that their liens or

encumbrances shall be inferior to future liens for assessments, whether or not prior consent is specifically set forth in the instruments creating their liens or encumbrances.

4.8 Effect of Nonpayment of Assessments; Remedies of the Association. Any assessments or installments which are not paid when due shall be delinquent. Any assessment or installment delinquent for a period of more than ten (10) days shall incur a late charge in an amount as the Board may from time to time determine, which shall not exceed ten dollars ($10.00) or ten (10%) percent of the assessment payment whichever is greater. The Association shall cause a notice of delinquency to be given to the Parcel Association or Unit Owner that has not paid within ten (10) days following the due date. If any such sums are not paid within thirty (30) days after the due date, the Board may accelerate and declare immediately due all such sums (including annual assessments or installments thereof) without any further notice being given to

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the delinquent Parcel Association or Unit Owner, and a lien, as herein provided, shall attach. Such lien shall include the late charge, interest on the principal amount due at a rate not to exceed the lesser of the maximum rate permitted by law or eighteen percent (18%) per annum, all late charges from the date first due and payable, all costs of collection, reasonable attorney's fees actually incurred, and any other amounts provided or permitted by law. The existence of the lien may, but is not required to be, evidenced by the filing of a notice of lien in the AthensClarke County, Georgia records. If the assessment remains unpaid after sixty (60) days, the Association may, as the Board shall determine, institute suit to collect such amounts and to foreclose its lien. If a Unit Owner is delinquent in payment of its pro rata share of the annual assessment or any installment thereof, the Association may suspend the membership rights of the delinquent owner including the right to vote. Any such suspension shall not affect such Member's obligations to pay assessments during the period of such suspension and shall not affect the permanent lien on such Unit.

All payments shall be applied first to costs and attorney's fees, then to late charges, then to interest and then to delinquent assessments.

4.9 Date of Commencement of Assessments/Assessment Obligation of Declarant.

The Annual Assessments shall commence as to each Unit on the day on which such Unit is conveyed to a Person other than the Declarant, or the initial developer of Units. Neither the Declarant, or the initial developer of Units who purchases a Unit for the purpose of construction and resale of the Units shall be responsible for the payment of any type of assessment; provided, however, assessments shall commence on Units containing occupied residences or commercial space that are owned by Declarant on the first day of the month following the occupancy of the unit. The first Annual Assessment and Parcel Assessment, if any, shall be adjusted according to the number of months then remaining in that fiscal year. Subsequent assessments shall be due and payable on the first business day of the Association's fiscal year, unless provided otherwise by the Board of Directors.

(b) Any Unit which has been approved by Declarant for use as a model home for marketing and sales purposes shall not be deemed to be occupied for residential purposes and shall not be subject to assessments under this Declaration whether owned by Declarant or any other Person, so long as such Unit is approved for use as a model home and is not occupied for residential purposes.

(c) Notwithstanding anything to the contrary herein, the Declarant and its affiliates may contribute assessments due to the Association from Declarant as its pro rata share of the Association assessments in services or materials or a combination of services and materials, rather than in money (herein collectively called "in kind contribution"). The amount by which monetary assessments shall be decreased as a result of any in kind contribution shall be the fair market value of the contribution. If the Declarant, or its affiliate, as the case may be, and the Association agree as to the value of any contribution, the value shall be as agreed. If the Association and the Declarant, or its affiliate, as the case may be, cannot agree as to the value of any contribution, the Declarant, or its affiliate, as the case may be, shall supply the Association with a detailed explanation of the service performed and materials furnished, and the Association

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shall acquire bids for performing like services and furnishing like materials from three (3) independent contractors, approved by the Declarant, or its affiliate, as the case may be, who are in the business of providing such services and materials. If the Association and the Declarant, or its affiliate, as the case may be, are still unable to agree on the value of the contribution, the value shall be deemed to be the average of the bids received from the independent contractors.

4.10 Coordination with Parcel Associations. The Board of Directors may require any Parcel Association to collect the Annual Assessments, Parcel Assessments, Special Assessments and Specific Assessments due from the members of the Parcel Association and to pay all such assessments collected to the Master Association prior to the due date thereof. Unless otherwise directed by the Board of Directors, each Parcel Association shall include the Annual Assessment and Parcel Assessment of the Association as a separate line item in the annual budget of the Parcel Association. The Master Association shall provide to each Parcel Association a copy of the budget and assessment to be levied against each Unit in such a Parcel.

To the extent that Specific Assessments for items related to the Parcel Associations (as provided in Section 5 of this Article) are levied, the Master Association shall advise the appropriate Parcel Association in writing of the due date for said assessment and the Parcel Association shall collect the assessment as provided for herein. To the extent that assessments are levied against a Unit Owner or Occupant, the Master Association assigns assessment collection responsibility to the Parcel Association, if any, including full and complete lien rights and any other rights set forth in this Declaration.

4.11 Capitalization of Association. Upon acquisition of record title to a Unit by the first Owner thereof other than Declarant or an Approved Builder, a contribution shall be made by or on behalf of the Owner to the working capital of the Association in an amount equal to Fivehundred and 00/100 _ Dollars ($ 500•••) or such other amount determined by resolution of the Board; provided, however, such amount shall not be changed without the consent of the Declarant so long as the Declarant owns any property in the Development. This amount shall be in addition to, not in lieu of, the Annual Assessment and shall not be considered • an advance payment of such assessment. This amount shall be collected and disbursed to the Association at closing of the purchase and sale of the Unit for use in covering operating expenses and other expenses incurred by the Association pursuant to this Declaration and the Bylaws.

4.12 Budget Deficits during Declarant Control. For so long as Declarant has the authority to appoint the directors and officers of the Association, Declarant may (a) advance funds to the Association sufficient to satisfy the deficit, if any, between the actual operating expenses of the Association (but specifically not including an allocation for capital reserves) and the sum of the Annual, Special and Specific Assessments collected by the Association in any fiscal year, and such advances shall be evidenced by promissory notes from the Association in favor of Declarant, or (b) cause the Association to borrow such amount from a commercial lending institution at the then-prevailing rates for such a loan in the local area of the

Development. Declarant in its sole discretion may guarantee repayment of such loan, if required by the lending institution, but no Mortgage secured by the Common Property or any of the improvements maintained by the Association shall be given in connection with such loan. In no

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event shall the absence of a capital reserve account and/or required capital reserve contribution constitute a breach of duty on the part of the Association or its directors and officers.

Article 5

Maintenance; Conveyance of Common Property to Association

5.1 Association's Maintenance Responsibility.

Development Responsibilities. The Association shall maintain and keep in good repair the Common Property and anything that serves and primarily benefits the entire Development. This maintenance shall include, without limitation, maintenance, repair and replacement of: (a) all landscaping and improvements situated on the Common Property but not situated on a designated Parcel; (b) all entry features located at Summerville, including, entry area landscaping even if situated on a designated Parcel, any irrigation system and the expenses for water and electricity, if any, provided to all such entry features; (c) all storm water detention/retention ponds and storm water drainage facilities located in or serving Summerville, if and to the extent such improvements or facilities are not maintained by the owner of such facilities or a government body; (d) all private streets, alleyways, islands, and sidewalks located at Summerville; and (e) any street lights located at Summerville, if and to the extent not maintained by Walton Electric Membership Corporation. The costs of the Association's responsibilities under this Section 5.1(a) shall be a Common Expense.

(b) Detached Single Family Residential Parcel (12 Units). The Association shall maintain the following: (i) all landscaping, including lawn mowing on a regular basis, (ii) irrigation systems, (iii) removal of litter, refuge and waste, (iv) tree and shrub pruning, (v) driveways, parking areas and walkways in good repair, (vi) fences, retaining walls and gates in good repair, on the Detached Single Family Residential Parcel, except as provided otherwise in this Article. The costs of the Association's responsibilities under this Section 5.1(b) shall be levied as a Parcel Assessment and shall not be a Common Expense.

(c) Attached Single Family Townhomes Residential Parcel (12 Units). The (star basis, (t) igation systems, i) remov ofter, retind and waste, (vo tre and shrut pruning, (v) driveways, parking areas and walkways in good repair, (vi) fences, retaining walls and gates in good repair, on the Attached Single Family Townhomes Residential Parcel, except as provided otherwise in this Article. The costs of the Association's responsibilities under this Section 5.1(c) shall be levied as a Parcel Assessment and shall not be a Common Expense.

(d) Small Office Building Parcel (1 Unit). The Association shall maintain the following: (i) all landscaping, including lawn mowing on a regular basis, (ii) irrigation systems, (111) removal of litter, refuge and waste, (iv) tree and shrub pruning, (v) driveways, parking areas and walkways in good repair, (vi) fences, retaining walls and gates in good repair, on the Small Office Building Parcel, except as provided otherwise in this Article. The costs of the Association's responsibilities under this Section 5.1(d) shall be levied as a Parcel Assessment and shall not be a Common Expense.

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(e) Large Office Building Parcel (1 Unit). The Association shall maintain the following: (i) all landscaping, including lawn mowing on a regular basis, (ii) irrigation systems, (iii) removal of litter, refuge and waste, (iv) tree and shrub pruning, (v) driveways, parking areas and walkways in good repair, (vi) fences, retaining walls and gates in good repair, on the Large Office Building Parcel, except as provided otherwise in this Article. The costs of the Association's responsibilities under this Section 5.1(e) shall be levied as a Parcel Assessment and shall not be a Common Expense.

(t) Mixed Use Building Parcel (6 general retail/office Units and 6 residential condominium Units). The Association shall maintain the following: (i) all landscaping, including lawn mowing on a regular basis, (ii) irrigation systems, (iii) removal of litter, refuge and waste, (iv) tree and shrub pruning, (v) driveways, parking areas and walkways in good repair, (vi) fences, retaining walls and gates in good repair, on the Mixed Use Building Parcel, except as provided otherwise in this Article. The costs of the Association's responsibilities under this Section 5.1(f) shall be levied as a Parcel Assessment and shall not be a Common Expense.

(g) General. The Association shall perform its maintenance responsibilities in accordance with the standards that are consistent with Development-Wide Standard. Each Unit in a certain Parcel must receive approximately equal attention as other Units in such Parcel. Repair of damage to buildings from fire, storms or other casualty, shall be the sole responsibility of the Owner.

The Association shall have the right, but not the obligation, to maintain other property not owned by the Association, whether within or without Summerville and/or to enter into easements and cost sharing agreements regarding such property where the Board of Directors has determined that such action would benefit Owners. In the event that the Association determines that the need for maintenance, repair or replacement, which is the responsibility of the Association hereunder, is caused through the willful or negligent act of an Owner, or an Owner's guests, lessees or invitees, then the Association may perform such maintenance, repair or replacement and all costs thereof may be assessed against the Owner's Unit as a Specific Assessment. All such maintenance, repair and replacement shall be consistent with the Development-Wide Standard as promulgated from time to time by the Board of Directors.

Subject to the maintenance responsibilities herein provided, any maintenance or repair performed on or to the Common Property by an Owner or Occupant which is the responsibility of the Association hereunder (including, but not limited to landscaping) shall be performed at the sole expense of such Owner or Occupant, and the Owner or Occupant shall not be entitled to reimbursement from the Association even if the Association accepts the maintenance or repair.

The Association shall repair incidental damage to any Unit resulting from performance of work which is the responsibility of the Association. Such repair and subsequent cleaning shall be performed based on a reasonableness standard. In performing its responsibilities hereunder, the Association shall have the authority to delegate to such persons, firms or corporations of its choice, such duties as are approved by the Board of Directors.

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Owner's Maintenance Responsibility. Except as otherwise provided for in Section 5.1, all maintenance of the Unit and all structures, gardens, and other improvements thereon shall be the sole responsibility of the Owner, who shall maintain such Unit in a manner consistent with the Development-Wide Standard and this Declaration. In the event that the Board of Directors determines that any Owner has failed to discharge properly any of such Owner's obligations with regard to the maintenance, repair or replacement, or, in the event that such maintenance, repair or replacement is not capable of completion within a ten (10) day period, to commence such work which shall be completed within a reasonable time, the Association may provide any such maintenance, repair or replacement and all costs shall be assessed against the Owner and the Unit as a Specific Assessment.

5.3 Party Walls. Each wall or arch built as a part of the original construction of the Units which shall serve and separate any two (2) adjoining Units shall constitute a party wall or archway to the extent not inconsistent with the provisions of this Section, the general rules of law regarding party walls and liability for property damage due to negligent or willful acts or omissions shall apply thereto. The cost of reasonable repair and maintenance of a party wall or archway shall be shared by the Owners who make use of the wall or archway in equal proportions. If a party wall or archway is destroyed or damaged by fire or other casualty, then any Owner who has benefitted by the wall or archway may restore it, and the other Owner who is benefitted by the wall or archway shall contribute one-half of the cost of restoration, without prejudice, however, to the right of any Owner to call for a larger contribution from any other Owner under any rule or law regarding liability for negligent or willful acts or omissions. In the event of any dispute arising concerning a party wall or archway, or under the provisions of this Section, Unit Owners agree that such disputes between the parties shall be resolved by binding arbitration in accordance with O.C.G.A. § 9-9-1, et. seq., and the Commercial Kules and Procedures of the American Arbitration Association, as in effect on the date of the recordation of the Declaration. The decision of the Arbitrator shall be final. The Arbitrator shall have authority to award attorneẾ fees and allocate the costs of arbitration as part of any final award. If the Unit Owners cannot agree on the selection of the Arbitrator, then the claim or dispute shall be submitted to the American Arbitration Association who shall appoint an Arbitrator.

5.4 Conveyance of Common Property to Association; Implied Rights. The Declarant may transfer or convey to the Association at any time and from time to time any personal property and any interest in improved and unimproved real property. Such conveyance shall be deemed to be accepted by the Association upon delivery of any personal property or upon filing for record in the Office of the Clerk of Superior Court of Athens-Clarke County, Georgia an instrument of conveyance of any interest in real property, and the property shall thereafter be Common Property to be used and maintained by the Association for the benefit of its Members. The Declarant shall not be required to make any improvements whatsoever to property to be conveyed and accepted pursuant to this Section. Unless otherwise set forth in the instrument of conveyance, the Declarant makes not warranty, express or implied, of any kind or any nature not waranty, and al whatsoever, with respect to any such property, and all such warranties are hereby disclaimed. Without limiting the generality of the foregoing, Declarant makes, and shall make, no express or implied warranty of suitability or fitness of any of the property for any purpose, or as to the merchantability of any such property. The conveyance of such property shall be "AS IS" and "WHERE IS". The Declarant may reserve, by lease, license, easement or otherwise such rights

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of use and enjoyment in and to all or any portion of the property so conveyed as Declarant may reasonably require so long as such reservation is not materially inconsistent with the overall scheme of development for Summerville. Neither the recordation of any plat nor the use by the Owners or maintenance by the Association of any property shall create any rights, easements or licenses, in the Association or the Owners, express or implied, unless.and until any such property rights, easements or licences are conveyed by the Declarant or the owner of such property to the Association or the Owners, as the case may be, by an installment filed for record in the Office of the Clerk of Superior Court of Athens-Clarke County, Georgia.

5.5 Partition. The Common Property shall remain undivided and no Owner shall bring any action for partition or division of the whole or any part thereof without the written consent of all Owners of all portions of the property located within Summerville and without the written consent of all holders of all Mortgages encumbering any portion of the property, including, but not limited to, the Units located within Summerville.

5.6 Condemnation. In the event of a taking by eminent domain of any portion of the Common Property on which improvements have been constructed, then, unless within sixty (60) days after such taking, an alternative plan is approved by at least two-thirds (2/3) of the Total Association Vote and the Declarant, the Association shall restore or replace such improvements so taken on the remaining land included in the Common Property to the extent lands are available therefor. The provisions hereof applicable to Common Property improvements damage, shall govern replacement or restoration and the actions to be taken in the event that the improvements are not restored or replaced.

5.7 Liability. The Association shall not be liable for injury or damage to person or property caused by the elements or by the Owner of any Unit, or any other person, or resulting from any utility, rain, snow or ice which may leak or flow from any portion of the Common Property or from any roof, pipe, drain, conduit, appliance or equipment whether or not the Association is responsible to maintain hereunder, except for injuries or damages arising after the Owner of a Unit has put the Association on notice of a specific leak or flow from any portion, for which the Association is responsible to maintain or repair hereunder, and the Association has failed to exercise due care to correct the leak or flow within a reasonable time thereafter. The Association shall not be liable to the Owner of any Unit or such Owner's Occupant, guest, or family, for loss or damage, by theft or otherwise, of any property. The Association shall not be liable to any Owner, or any Owner's Occupant, guest or family for any damage or injury caused in whole or in part by the Association's failure to discharge its responsibilities under this Article 5 where such damage or injury is not a foreseeable, natural result of the Association's failure to discharge its responsibilities. No diminution or abatement of assessments shall be claimed or allowed by reason of any alleged failure of the Association to take some action or perform some function required to be taken or performed by the Association under this Declaration, or for inconvenience or discomfort arising from the making of repairs or improvements which are the responsibility of the Association, or from any action taken by the Association to comply with any law, ordinance, or with any order or directive of any municipal or other governmental authority.

5.8 Failure to Maintain. If the Board of Directors determines that any Owner has failed or refused to discharge properly his or her obligation with regard to the maintenance, repair, or

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replacement of items of which he or she is responsible hereunder, then, the Association shall give the Owner written notice of the Owner's failure or refusal and of the Association's right to provide necessary maintenance, repair, or replacement at the Owner's cost and expense. The notice shall set forth with reasonable particularity the maintenance, repair, or replacement deemed necessary by the Board of Directors. Unless the Board of Directors determines that an emergency exists, the Owner shall have ten (10) days within which to complete maintenance or repair, or if the maintenance or repair is not capable of completion within such time period, to commence replacement or repair within ten (10) days. If the Board determines that: (i) an emergency exists or (ii) that an Owner has not complied with the demand given by the Association as herein provided; then the Association may provide any such maintenance, repair, or replacement at the Owner's sole cost and expense, and such costs shall be added to and become a part of the assessment to which such Owner is subject, shall become and be a lien against the Unit, and shall be collected as provided herein for the collection of assessments.

If the Board determines that any need for maintenance or repair is caused through the willful or negligent act of any Owner, or Occupant or their family, guests, lessees, or invitees, then the Association may assess the cost of any such maintenance, repair, or replacement against the Owner's or Occupant's Unit, shall become a lien against the Unit, and shall be collected as provided herein for the collection of assessments.

Article 6

Architectural Standards

6.1 Purpose. The primary purpose of the procedures set forth herein is to protect and preserve property values in the Development by maintaining architectural and aesthetic harmony and compatibility among the Units and the structures on the Units in the Development. The architectural controls and standards may be designed and applied to reflect that Units within the Development are of varying sizes, topographies and locations, and that improvements and modifications suitable for one Unit may be inappropriate for another Unit. Therefore, the Board is authorized to apply or adopt different standards for different Units to reflect the varying sizes and layouts of Units within the Development, provided such is consistent with the DevelopmentWide Standard.

6.2 Architectural Review Board. As long as Declarant has the right to appoint the members of the Board of Directors in accordance with the Bylaws, the Declarant shall have the right to appoint all members of the Master Association Architectural Review Board (the "ARB"). There shall be no surrender of the Declarant's right to appoint members of the Architectural Review Board prior to that time except in a written instrument in recordable form executed by . Declarant. After the Declarant's right to appoint members of the Architectural Review Board has expired, the Board of Directors shall appoint the members of the Architectural Review Board or may adopt a resolution making the Board the Architectural Review Board.

The Board may employ from the Architectural Review Board architects, engineers, or other Persons necessary to enable the Architectural Review Board to perform its review. The Architectural Review Board may, from time to time, delegate any of its rights or responsibilities

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hereunder to one (1) or more duly licensed architects or other qualified Persons, who shall have full authority to act on behalf of the Architectural Review Board for all matters delegated.

6.3 Architectural Standards.

(a) Construction, Alteration or Addition by Owners. Each Owner shall submit to the Architectural Review Board all applications for any construction, alteration or addition that are visible from the exterior of the Unit including any landscaping, hardscaping, gardens, and fencing in strict accordance with those certain Design Review Procedures for Summerville (the "Design Procedures"). The Design Procedures may be amended, modified, supplemented or replaced by the Declarant, from time to time, at the Declarant's sole and absolute discretion. By reference thereto, the Design Procedures, as amended from time to time, are incorporated herein by reference thereto.

6.4 Appeal. After the Declarant's right to appoint and remove members of the Board has expired, an Owner shall have the right to appeal the ARB's decision to the Board of Directors unless the Board has adopted a resolution making the Board the ARB. The Board shall rule on the appeal within forty-five (45) days of receiving written notice requesting an appeal from the Owner. In ruling on the appeal, the Board shall consider all relevant materials presented to it by either the Owner or the ARB. The Board of Directors shall have the final authority to override a decision by the ARB. If the Board does not receive written notice by certified mail requesting an appeal within fourteen (14) days from the date of the ARB's notice to the Owner of its decision, the decision of the ARB shall become final and all rights of appeal shall terminate and thereafter be void.

6.5 Limitation of Liability. Review and approval of any application pursuant to the Design Procedures is made on the basis of aesthetic considerations only, and neither the Declarant, the Board of Directors or the ARB shall bear any responsibility for ensuring the structural integrity or soundness of approved construction or modifications, or for ensuring compliance with building codes and other governmental requirements. Neither the Declarant, the Association, the Board of Directors, the ARB, or member of any of the foregoing shall be held liable for any injury, damages or loss arising out of the manner or quality of approved construction on or modifications to any Unit.

No Waiver of Future Approvals. Each Owner acknowledges that the members of the Board of Directors and ARB will change from time to time and that interpretation, application and enforcement of the architectural standards may vary accordingly. Each Owner further acknowledges that the Board of Directors and ARB may adopt different architectural standards for different parts of the Development, based on street visibility and location of the proposed modification in the Unit. The approval of either the Board of Directors or the ARB of any proposals, plans and specifications or drawings for any work done or proposed, or in connection with any other matter requiring the approval and consent of the Board of Directors, or the ARB shall not be deemed to constitute a waiver of any right to withhold approval or consent as to any similar proposals, plans and specifications, drawings, or matters whatever subsequently or additionally submitted for approval or consent.

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6.7 Enforcement. Any construction, alteration, or other work done in violation of the dires comes A fide shall be deemed ta Design Procedures or this Article shall be deemed to be nonconforming and shall authorize the Board or the ARB to enjoin such violation and to recover damages therefrom, including attorney's fees incurred in enforcing the Declaration, in addition to such other remedies as provided herein. Upon written request from the Board or the ARB, the Owner shall, at its own cost and expense, remove such construction, alteration, or other work and shall restore the Unit to substantially the same condition as existed prior to the construction, alteration, or other work. Should an Owner fail to remove and restore as required hereunder, the Board or the ARB or their designees shall have the right, in addition to the other rights set forth in this Declaration, to enter the Unit, remove the violation, and restore the Unit to substantially the same condition as existed prior to the construction, alteration, or other work. All costs thereof, including reasonable attorney's fees, may be assessed against such Unit and collected as an assessment pursuant to this Declaration. Additionally, all costs incurred by the Association in compelling any Owner to make required repairs or remove debris hereunder, or costs incurred by the Association in performing such work if the Owner as appropriate, fails to do so, including attorney fees actually incurred, shall be an assessment against such Owner and Unit.

If any Owner or Occupant makes any exterior change, alteration, or construction (including landscaping) in violation of the Design Procedures or this Article, he, she or it does so at his, her or its sole risk and expense. The Board may require that the change, alteration, or construction remain without reimbursement to the Owner or Occupant for any expense he, she or it may have incurred in making the changes, alteration, or construction, or, the Board may remove such construction at any time without notice to such Owner or Occupant.

In addition to the foregoing, the Board of Directors shall have the authority and standing, to impose reasonable monetary fines and to pursue all legal and equitable remedies available to enforce the provisions of the Design Procedures or this Article and its decisions or those of the ARB. Furthermore, the Board shall have the authority to record in the Athens-Clarke County land records notices of violation of the provisions of this Article or the Design Procedures, or both.

Article 7

Use Restrictions and Rules

7.1 General. The Board of Directors may, from time to time, adopt, modify, or delete rules and regulations applicable to the Development. This authority shall include, but shall not be limited to, the right to: (a) regulate the use and enjoyment of the recreational amenities located on the Common Property, and (b) limit the type and size and to set the maximum and minimum speeds of vehicles within the Development. The Board shall also have the authority to impose all other necessary traffic and parking regulations and to restrict the maximum noise levels of vehicles in the Development. These rules shall be distributed to all Owners prior to the date that they are to become effective and after distribution shall be binding upon all Owners and Occupants of Units. Notwithstanding the above, until such time as one hundred (100%) percent of the Development has been developed and conveyed to purchasers in the normal course of development and sale, and Declarant no longer has the right to unilaterally annex additional property to the Development as provided in Article 2 hereof, no rules and regulations which

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affect the Declarant may be adopted, modified, or deleted without the written consent of the affected Declarant. Any Declaration or Supplementary Declaration imposed on the property within any Parcel may impose stricter standards than those contained in this Article.

7.2 Use of Property. The Declarant shall have the sole and exclusive authority to designate the intended use of the property within Summerville as "retail office-commercial", "residential", or "mixed use." After the termination of the rights of Declarant hereunder, the Board of Directors shall have such authority; provided however, the Board of Directors shall not change the designated use of a Unit without the written consent of the Unit Owner. All such designations shall be contained in one or more Supplementary Declarations or in the recorded Parcel Declaration.

7.2.1 Retail-Office-Commercial Use. All Units within a Parcel designated by Declarant as "retail-office-commerciall shall be used for retail office commercial purposes exclusively. Subject to any applicable zoning ordinances and use restrictions, commercial use shall include, without limitation, the use of property for governmental, professional, office, commercial condominium, bakery, retail services and sales, wholesale distribution, bank and financial institution, research and administrative purposes, provided such commercial or business activity does not constitute a nuisance or hazardous or offensive use, or threaten the security or safety of other residents of the Development, as may be determined in the reasonable discretion of the Board. Except as otherwise specifically provided for herein, no Owner, Occupant, tenant, visitor, guest or invitee of a Unit used for commercial purposes, shall have access, ingress, or egress to or through any portion of the Development except said such Unit. The Board of Directors may permit any additional commercial use consistent with the overall scheme of development for Summerville and/or issue rules regarding permitted commercial uses; provided, however, the Board shall not restrict any preexisting permissible commercial use.

Residential Use. All Units within a Parcel designated by Declarant as "residential" shall be used for "owner-occupied" residential purposes exclusively. Provided an Owner occupies a portion of his Unit, leasing of a portion of his Unit for residential occupancy shall not be considered a business or business activity. No trade or business of any kind may be conducted in or from a Residential Unit, except that the Owner or Occupant in residence at the Unit may conduct business activities within the Unit so long as the business activity: (a) does not otherwise violate the provisions of this Declaration or the Bylaws; (b) is not apparent or detectable by sight, sound or smell from the exterior of the Unit; (c) does not unduly increase traffic flow or parking congestion; (d) conforms to all zoning requirements for the Development; (e) does not increase the insurance premium paid by the Association or otherwise negatively affect the ability of the Association to obtain insurance coverage; (f) is consistent with the residential character of the Parcel; (g) does not constitute a nuisance or a hazardous or offensive use; and (h) does not threaten the security or safety of other residents of the Development, all as may be determined in each case in the sole discretion of the Board of Directors. The Board of Directors may issue rules regarding permitted business activities in Residential Units. The terms "business" and "trade' as used in this provision, shall be construed to have their ordinary, generally accepted meanings and shall include, without limitation, any occupation, work or activity undertaken on an ongoing basis which involves the provision of goods and services to Persons other than the provider's family and for which the provider receives a fee, compensation,

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or other form of consideration regardless of whether: (x) the activity is engaged in full or parttime; (y) the activity is intended to or does generate a profit; or (z) a license is required for the activity.

7.2.3 Mixed Use. All Units within a Parcel designated by Declarant as "mixed use" shall be used only in conformity with the specific uses specified by Declarant. The Declarant may designate a portion of a mixed use Unit to be used exclusively for commercial purposes and a portion to be used for residential purposes or may specify that the Unit may be used for any allowed commercial or residential use or any combination of such uses.

7.2.4 Zoning Compliance. Without limiting the provisions of Article 7 hereof, and except to change a permitted zoning non-conformity to a zoning conformity, no Owner shall: (1) alter, modify or limit the maximum density allowed for a Unit or the permitted land uses of the Development; (ii) alter, change or seek a variance to the current zoning classification of the Development; (iii) cause an increase to the degree of zoning non-conformity of any portion of the Development, including, but not limited to the minimum parking space requirements; or (iv) make any alterations or allow any use of its respective Unit or take or fail to take any action that would violate the provisions of the Athens-Clarke County Zoning Ordinance (hereinafter collectively referred to as "Zoning Change"). In the event any Owner desires to seek a Zoning Change, such Owner must receive the prior written consent of the Board and Declarant if one hundred percent (100%) of the Development has not been developed and conveyed to purchasers in the normal course of development, Such consent by the Board shall be deemed proper authorization for the Owner seeking the Zoning Change to act on behalf and as the lawful agent of the other Owners to seek and obtain said Zoning Change, whereupon all Owners shall do all things as may be reasonably requested to obtain approval of the Zoning Change.

7.3 Signs. No sign of any kind shall be erected by an Owner or Occupant on the exterior of any Unit or Parcel in a location visible from neighboring Parcels or streets without prior written approval under Article 6 hereof. Rules may be promulgated under Article 6 hereof setting forth the number, size and location of "For Sale," "For Rent" and security signs erected upon any Unit. Notwithstanding the foregoing, any signs required by legal proceedings may be erected upon any Unit. The provisions of this Section shall not apply to the Board of Directors, the Association, the Declarant or any Mortgagee in possession.

7.4 Vehicles, Parking; Loading Docks. The term "vehicles", as used herein, shall include, without limitation, motor homes, boats, trailers, motorcycles, minibikes, scooters, gocarts, golf caits, trucks, campers, buses, vans and automobiles. No vehicle may be left upon any portion of the Development for a period longer than five (5) days if it is unlicensed or if it is in a condition such that it is incapable of being operated upon the public highways unless parked or stored so as to be screened from view of all roads and neighboring Units. After such five (5) day period, such vehicle shall be considered a nuisance and may be removed from the Development by the Association. Owners and their agents, customers, employees, guests, invitees and licensees shall park their vehicles only in the appropriate parking spaces or designated spaces located in the Parcel in which such Owner's Unit is located. Parking of motor homes and campers within the Development is strictly prohibited. No motorized vehicles shall be

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permitted on sidewalks, pathways or unpaved Common Property except for public safety vehicles and vehicles authorized by the Board of Directors.

7.5 Animals and Pets. No animals, livestock and poultry of any kind may be raised, bred, kept, or permitted on any Unit, except that dogs, cats or other usual and common household pets in reasonable number as determined by the Board of Directors may be maintained in residential Units. No exterior pens for household pets, aviaries, barns, sheds, or other structures shall be erected or maintained on any Unit unless approved in accordance with the provisions of Article 6 hereof.

Nuisance. It shall be the responsibility of each Owner to prevent the development of any unclean, unhealthy, unsightly or unkempt condition on a Unit. No property within the Development shall be used, in whole or in part, for the storage of any property or thing that will cause such Unit to appear, in the sole discretion of the Board of Directors, to be in an unclean or untidy condition or that will be obnoxious to the eye, nor shall any substance, thing or material be kept that will emit food or obnoxious odors or that will in the sole discretion of the Board of Directors cause any noise or other condition that will or might disturb the peace, quiet, safety, comfort or serenity of the occupants of surrounding property; provided, however, a restaurant situated on a Parcel as approved by the Declarant shall be permitted to emit food odors reasonably expected of a restaurant of a similar size. No noxious or offensive activity shall be carried on within the Development, nor shall anything be done tending to cause embarrassment, discomfort, annoyance, or nuisance to any Person using any property within the Development. No plants or animals or device or thing of any sort shall be maintained in the Development whose activities or existence is in any way noxious, dangerous, unsightly, unpleasant or of a nature as may diminish or destroy the environment of the Development by other Owners. Without limiting the generality of the foregoing, no speaker, horn, whistle, siren, bell, amplifier or other sound device, except such devices as may be exclusively used for security purposes, shall be installed or maintained upon the exterior of any Unit. This provision is enforceable solely by the Board of Directors and shall not form the basis for any cause of action by an Owner against another Owner or the Association.

Antennae. No exterior antenna, receiving dish or similar apparatus of any kind for receiving or transmitting of radio or video signals shall be placed, allowed or maintained upon any portion of the Development, including any Unit, unless approved in accordance with the provisions of Article 6 hereof.

7.8 Tree Removal. No trees that are more than six (6) inches in diameter at a point twelve (12) inches above the ground shall be removed without prior written approval in accordance with the provisions of Article 6 hereof. Notwithstanding the above, no consent or approval is required for the removal of any tree, regardless of its diameter, that is diseased. Owners shall also comply with any local ordinance applicable to tree removal. In the event of a conflict between the provisions of this Section and any local ordinance, the more restrictive provision shall govern. This provision shall not apply to the removal of trees by the Declarant, the Association or any Parcel Association.

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7.9 Drainage. Catch basins, retention ponds, detention ponds and drainage areas are for the purpose of controlling the natural flow of water only. No obstructions or debris shall be placed in these areas. No Owner or Occupant may obstruct or rechannel drainage flows after the location and installation of catch basins, retention ponds, detention ponds, drainage swales, storm sewers or storm drains except as may be approved in accordance with the provisions of Article 6 hereof. The Declarant hereby reserves for the benefit of Declarant and grants to the Association a perpetual casement across the Development for the purpose of altering drainage swales and water flow as may be reasonably necessary to maintain and direct surface water runoff.

7.10 Sight Distance at Intersections. All property located at street intersections shall be landscaped so as to permit safe sight across the street corners. Nothing, including, without limitation, any fence, wall, tree, hedge or shrub shall be placed or permitted to remain where in the sole opinion of the Board of Directors it would create a traffic or sight problem.

7.11 Mechanical Equipment, Garbage Cans, Trash Containers, Tanks, Etc. All mechanical equipment servicing buildings, above-ground tanks and other similar items, storage facilities, garbage cans, and trash containers shall be located or screened to the extent required by the Board of Directors so as to be concealed from the view of neighboring streets and property; provided, however trash dumpsters may be situated in the Office Building Parcel as designated by the Declarant. All rubbish, trash, and garbage shall be regularly removed and shall not be allowed to accumulate.

7.12 Subdivision of Unit. Except as may be initially developed and sold, no Unit shall be subdivided or its boundary lines changed without prior written approval in accordance with the provisions of Article 6 hereof. Declarant, however, hereby expressly reserves the right to replat any Units) owned by Declarant, including, but not limited to, changing any Unit to Common Property or creating a public or private street over any Unit or property that was formerly a Unit.

Fences. No fence or fencing type barrier of any kind shall be placed, erected, allowed or maintained upon any Unit without prior written approval in accordance with the provisions of Article 6 hereof. The Declarant and the Association may erect any type of fence on the Common Property or elsewhere within the Development as may be deemed appropriate by the Declarant or the Board of Directors, as the case may be or as necessary to satisfy the requirements of any law, regulation or governmental authority.

7.14 Utility Lines. No overhead utility lines shall be permitted within the

Development, except for temporary lines as required during construction, without prior written approval in accordance with the provisions of Article 6 hereof.

7.15 Air-Conditioning Units. No window air conditioning units may be installed. 7.16 Lighting. Exterior lighting in the Development visible from any street shall not be permitted without prior written approval in accordance with the provisions of Article 6 hereof. Guidelines containing acceptable exterior lighting which may be displayed on a permanent or seasonal basis may be issued by the Board of Directors.

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7.17 Artificial Vegetation, Exterior Sculpture, and Similar Items. No artificial exterior vegetation, sculptures, fountains, flags or similar items may be installed or displayed in the Development without prior written approval in accordance with the provisions of Article 6 hereof!

7.18 Energy Conservation Equipment. No solar energy collector panels or attendant hardware or other energy conservation equipment shall be constructed or installed without prior written approval in accordance with the provisions in Article 6 hereof.

7.19 Property Maintained by the Association. Entry features, street signs, street lights, drainage retention/detention facilities, and landscaped areas adjacent to rights-of-way and any other property, equipment or thing maintained by the Association, regardless of whether or not located upon or within any Unit, shall not be altered, removed or additional improvements added thereto without prior written approval in accordance with the provisions of Article 6 hereof.

| 7.20 Other Prohibited Uses. In addition to uses which are inconsistent with zoning for the Development or otherwise prohibited pursuant to this Declaration, the following uses and activities are prohibited within the Development:

(a) oil drilling, water drilling, oil refining, quarrying or mining operations and all construction incident thereto;

(b) junk yards and recycling facilities;

(c) commercial excavation of building or construction materials, except in the usual course of construction of improvements;

(d) dumping, disposal, incineration or reduction of garbage, sewage, dead animals or refuse;

(e) fat rendering;

stockyard or slaughter of animals;

refining of petroleum or of its products;

smelting of iron, tin, zinc or other ores;

(1) cemeteries;

munitions or explosives and related manufacturing or storage;

drive through or franchise fast food restaurants;

(1) pawn shops;

(m) adult book or gift stores which cater to prurient interests;

(n) outside sales;

billiard parlors;

(P) tattoo or body piercing shops;

(q) dry cleaning plants; and

(I) building materials or farm equipment sales.

Hazardous Materials. No Hazardous Materials may be used, generated, stored, or disposed of, discharged or released on, above, or under the Development, except in compliance with all applicable laws, regulations, ordinances and permits. Each Owner assumes sole responsibility and liability for compliance with applicable federal, state and local laws and

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regulations and hereby agrees to indemnify and hold the Declarant and the Association harmless from any loss or damage arising out of any release of a Hazardous material on or from the Owner's Unit. No underground storage tanks shall be installed or maintained within the Development unless approved in accordance with the provisions of Article 6 hereof. Each Owner shall: (a) disclose to the Board of Directors all Hazardous Materials proposed to be stored, used or generated in the Development; (b) permit inspection by the Board of Directors or its agents of those portions of a Unit where hazardous materials are stored, used, generated or have been released; and (c) comply with all regulations and rules adopted by the Board of Directors regarding maintenance, operation and monitoring of Hazardous Materials, including releases and Hazardous Materials containment systems and actions and procedures to be followed in case of accidental release.

7.22 Use of Tradename. Each Owner acknowledges that Declarant claims as its sole and exclusive property the trademark, service mark and/or tradename "Summerville" (herein referred to as the "Mark"). Each Owner shall not claim any superior right to said Mark and shall not use the Mark in any manner whatsoever in conjunction with such Owner's Unit or the operations conducted thereon unless it has obtained the prior written consent of the Declarant Notwithstanding the foregoing, the word "Summerville" may be used in printed or promotional material for sales activities and where such work is used solely to specify the location of the Unit.

7.23 Traffic Regulations. All vehicular traffic on the private streets and alleys in the Development shall be subject to the provisions of state and local laws concerning operation of motor vehicles on public streets. The Association is hereby authorized to promulgate, administer, and enforce reasonable rules and regulations governing vehicular and pedestrian traffic, and parking, including reasonable safety measures and speed limits and including modifications of those in force on public streets, within the Development. The Association shall be entitled to enforce same by establishing such enforcement procedures as it deems appropriate, including levying fines for the violation thereof. In the event of a conflict between such provisions of state and local laws and such rules and regulations promulgated by the Association, the rules and regulations of the Association shall govern. Only drivers properly licensed to operate motor vehicles on the public roads within the State of Georgia may operate any type of motor vehicle within the Development. All vehicles of any kind and nature which are operated on the streets in the Development shall be operated in a careful, prudent, safe, and quiet manner and with due consideration for the rights of all Owners and Occupants.

7.24 Intentionally Deleted.

7.25 Parcel Declaration. In addition to this Declaration, every Parcel having condominium Units within the Development shall, prior to the conveyance of the first Unit therein to a Person other than a builder or developer holding title for purposes of development and resale, be subject to a Parcel Declaration which shall contain, without limitation, conveyance and restrictions regulating signage, vehicles, animals, nuisances, unsightly conditions, tree removal and architectural standards within the Parcel. No such Parcel Declaration shall be recorded without the prior review and approval of Declarant, which approval shall not unreasonably be withheld.

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BL 03079 P: 03132 Article 8

Insurance and Casualty Losses

8.1 Insurance. The Association's Board of Directors or its duly authorized agent shall have the authority to and shall obtain insurance for all insurable improvements on the Common Property 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 cost, less ordinary deductibles, or any repair or reconstruction in the event of damage or destruction from any such hazard, and shall also obtain a public liability policy covering all the Common Property and all damage or injury caused by the negligence of the Association or any of its agents, which public liability policy shall have at least a Five Hundred Thousand ($500,000.00) Dollar any one person/ One Million ($1,000,000.00) Dollar limit (per occurrence), as respects bodily injury, and a Fifty Thousand ($50,000.00) Dollar minimum property damage limit. Premiums for all such insurance shall be Common Expenses of the Association. The policy may contain a reasonable deductible and the amount thereof shall be added to the face amount of the policy in determining whether the insurance equals at least the full replacement cost.

By virtue of taking title to a Unit subject to the terms of this Declaration, each Owner covenants and agrees with all other Owners and with the Association that each individual Owner shall carry insurance in an amount equal to the full replacement value of all the improvements located thereon and shall deliver to the Association such certificate of insurance, as needed, to evidence that such coverage is currently in effect. Each individual Owner further covenants and agrees that in the event of loss to or damage and destruction of the improvements located on a Unit, the individual Owner shall proceed promptly to repair or reconstruct the damaged structure in a manner consistent with the original construction.

All insurance coverage obtained by the Board of Directors shall be written in the name of the Association, as Trustee for each of the Owners. Such insurance shall be governed by the provisions hereinafter set forth:

All policies shall be written with a company licensed to do business in the State of Georgia and holding a rating of XI or better in the financial category, as established by Best's Insurance Report, if such company is available, or, if not available, the best rating possible or its equivalent rating.

(b) All policies shall be for the benefit of the Owners of Units and their mortgagees as their interests may appear with the Declarant named as an additional insured.

(c) Exclusive authority to adjust losses under policies hereafter in force on the Development obtained by the Association shall be vested in the Association's Board of Directors; provided, however, no mortgagee having an interest in such losses may be prohibited from participated in the settlement negotiations, if any, related thereto.

In no event shall the insurance coverage obtained and maintained by the Association's Board of Directors hereunder be brought into contribution with insurance purchased by individual Owners or their mortgagees.

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(e) Each Owner may obtain additional insurance at his or her own expense; provided, however, no Owner shall be entitled to exercise his or her right to maintain insurance coverage in such a way as to decrease the amount which the Association, on behalf of all of the Owners and their mortgagees, may realize under any insurance policy which the Association's Board of Directors may have in force on the property at any particular time.

It shall be the individual responsibility of each Owner, at his or her own expense, to provide, as he or she sees fit, title insurance on his or her individual Unit, and such other insurance as is not provided by the Association pursuant to the provisions of this Article.

(g) The Association's Board of Directors shall conduct at least once every two (2) years an insurance review which shall include a replacement cost appraisal, without respect to depreciation, of all insurable improvements on the Common Property by one or more qualified persons, at least one of whom must be in the real estate industry and familiar with housing construction in the Athens-Clarke County, Georgia, area.

No Partition. There shall be no judicial partition of the Development or any part thereof, nor shall any person acquiring any interest in the Development or any part thereof seek any such judicial partition until and unless such portion of the Development has been removed from the provisions of the Declaration.

8.3 Disbursement of Proceeds. Proceeds of insurance policies shall be disbursed as follows:

(a) If the damage or destruction to the Common Property for which the proceeds are paid is to be repaired or reconstructed, the proceeds, or such portion thereof as may be required for such purpose, shall be disbursed in payment of such repairs or reconstruction, as hereinafter provided. Any proceeds remaining after defraying such costs of repairs or reconstruction shall be retained by and for the benefit of the Association and placed in a capital improvements account.

(b) If it is determined, as provided for in this Article 8, that the damage or destruction to the Common Property for which the proceeds are paid shall not be repaired or reconstructed, such proceeds shall be disbursed in the manner as provided for excess proceeds in Section 8.3(a) hereof.

(c) In the event the Association obtains casualty insurance covering any Units, then the damage or destruction to such Units for which proceeds are paid shall be repaired. Any proceeds remaining after defraying such costs of repairs or reconstruction shall be retained by and for the benefit of the Association and placed in a capital improvements account.

8.4 Damage and Destruction.

(a) Immediately after the damage or destruction by fire or other casualty to all or any part of the Development covered by insurance written in the name of the Association, the Board

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of Directors, or its duly authorized agent, shall proceed with the filing and adjustment of all claims arising under such insurance and obtain reliable and detailed estimates of the cost of repair or reconstruction of the damaged or destroyed property. Repair or reconstruction, as used in this Article 8, means repairing or restoring the property to substantially the same condition in which it existed prior to the fire or other casualty with the Common Property having the same location as before; construction and reconstruction shall be in substantial conformity with that which existed prior to the damage or destruction.

(b) Any such damage or destruction to the Common Property shall be repaired or reconstructed unless at least seventy-five (75%) percent of the Total Association Vote shall decide within sixty (60) days after the casualty not to repair or reconstruct. If for any reason either the amount of the insurance proceeds to be paid as a result of such damage or destruction, or reliable and detailed estimates of the cost of repair or reconstruction, or both, are not made available to the Association within said period, then the period shall be extended until such information shall be made available; provided, however, such extension shall not exceed sixty (60) days. No mortgagee shall have any right to participate in the determination of whether the damage or destruction shall be repaired or reconstructed.

8.5 Repair and Reconstruction. If the damage or destruction for which Association insurance proceeds are paid is to be repaired or reconstructed and such proceeds are not sufficient to defray the cost thereof, the Board of Directors shall, without the necessity of a vote of the members, levy a special assessment against all Owners 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.

Article 9

Mortgagee Provisions

9.1 Notices of Action. An institutional holder, insurer, or guarantor of a first Mortgage, who provides a written request to the Association (such request to state the name and address of such holder, insurer, or guarantor and the Unit number, therefore becoming an "eligible holder"), will be entitled to timely written notice of: (a) any condemnation loss or any casualty loss which affects a material portion of the Development or which affects any Unit on which there is a first Mortgage held, insured, or guaranteed by such eligible holder; (b) any delinquency in the payment of assessments or charges owed by the Owner of a Unit subject to the Mortgage of such eligible holder, where such delinquency has continued for a period of sixty (60) days; provided, however, notwithstanding this provision, any holder of a first Mortgage, upon request, is entitled to written notice from the Association of any default in the performance by the Owner of the encumbered Unit of any obligation under the Declaration or Bylaws of the Association which is not cured within sixty (60) days; and (c) any lapse, cancellation, or material modification of any insurance policy maintained by the Association.

Audit. Upon written request of any institutional holder of a first Mortgage and upon payment of all necessary costs, such holder shall be entitled to receive a copy of audited financial statements of the Association within ninety (90) days of the date of the request.

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9.3 No Priority. No provision of this Declaration or the Bylaws gives any Owner or other party priority over any rights of a Mortgagee of any Unit in the case of distribution to such Owner or insurance proceeds or condemnation awards for losses to or a taking of the Common Property.

9.4 VA/HUD Approval. As long as the Declarant has the right to appoint and remove the officers and/or directors of the Association and so long as the project is approved by the U.S. Department of Housing and Urban Development (HUD) for insuring or the U.S. Department of Veterans Affairs (VAI) for guaranteeing any Mortgage in the Development the following actions shall require the prior approval of the VA and/or HUD as applicable: annexation of additional property to the Development, except for unilateral annexation by Declarant as provided herein; dedication of Common Property to any public entity; merger, consolidation or dissolution of the Association; and material amendment of the Declaration, Bylaws or Articles of Incorporation.

Article 10

Easements

10.1 General. Each Unit shall be subject to those casements, if any, shown or set forth on the recorded plat(s) for the Development, as amended from time to time as well as the easements now or hereafter established by the Declarant in this Declaration or by any other documents filed for record in the Office of the Clerk of Superior Court of Athens-Clarke County, Georgia.

10.2 Easements for Encroachment and Overhang. There is hereby reserved to the Declarant for the benefit of each Unit a reciprocal appurtenant casement for encroachment and overhang between Units in adjacent Parcels or the same Parcel and between a Unit and adjacent Common Property due to the unintentional placement or settling or shifting of the improvements constructed, reconstructed, or altered thereon (in accordance with the terms of this Declaration); provided, however, in no event shall an easement for encroachment exist if such encroachment occurred due to willful conduct on the part of an Owner, Occupant, or the Association. There is hereby further established a mutual easement for the connection of fences relative to those Units with fences that connect with a fence appurtenant to an adjacent Unit. There is further reserved to the Declarant for the benefit of each Unit a reciprocal appurtenant easement for minor encroachments of landscaping, hardscaping, irrigation, and fencing between Units.

10.3 Easements for Use and Enjoyment. Except as provided otherwise herein, every Owner shall have a right and easement of ingress and egress, use and enjoyment in and to the Common Property which shall be appurtenant to and shall pass with the title to each Unit, subject to the following provisions:

(a) the right of the Association, without a vote of the Members, to control the use and enjoyment of specific portions of the Common Property;

(b) the right of the Association to suspend the voting rights of an Owner for any period during which any past due assessment against any Unit of the Owner remains unpaid; and,

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for a reasonable period of time for an infraction of the Declaration, Bylaws or rules and regulations;

(c) the right of the Association to borrow money for the purpose of improving the Common Property, or any portion thereof, or for construction, repairing or improving any facilities located or to be located thereon and, upon the affirmative vote of the Owners of at least two-thirds (2/3) of the Units (other than Declarant) and the consent of Declarant, if one hundred percent (100%) of the Development has not been developed and conveyed to purchasers in the normal course of development and the Declarant no longer has the right to unilaterally annex additional property to the Development as provided in Article 2 hereof, to give as security for the payment of any such loan a Mortgage conveying all or any portion of the Common Property; provided, however, the lien and encumbrance of any such Mortgage given by the Association shall be subject and subordinate to any rights, interests, options, easements and privileges herein reserved or established for the benefit of Declarant or any Owner or the holder of any Mortgage encumbering any Unit or other property located within the Development (regardless of any contrary provision in this Declaration or in any such Mortgage given by the Association, the exercise of any rights by the holder of such Mortgage in the event of a default thereunder shall not cancel or terminate any rights, easements or privileges herein reserved or established for the benefit of Declarant or any Owner or the holder of any Mortgage encumbering any Unit or other property located within the Development);

(d) the right of the Association, acting through the Board of Directors and without a vote of the Members, to dedicate or grant licenses, permits, easements and rights of way over, under and through the Common Property;

(e) the right of the Association to dedicate or transfer all or any portion of the Common Property upon the approval of at least two-thirds (2/3) of Total Association Vote the Units (other than Declarant) and the Declarant, if one hundred percent (100%) of the Development has not been developed and conveyed to purchasers in the normal course of development and Declarant no longer has the right to unilaterally annex addition property to the Development as provided in the Declaration.

(f) all other rights of the Association, the Declarant, Owners and Occupants set forth in this Declaration or in any deed conveying Common Property to the Association; and

all encumbrances and other matters shown by the public records affecting title to the Common Property.

10.4 Easements for Utilities. There is hereby reserved to the Declarant and granted to the Association, a blanket easement upon, across, above and under all property within the Development for access, ingress, egress, installation, alteration, repairing, replacing and maintaining all utilities serving the Development or any portion thereof, including, but not limited to, gas, water, storm water drainage, sanitary sewer; telephone, cable television and electricity. The Declarant and Association, shall have the right to alter drainage and water flow, and install, repair, replace and maintain such wires, conduits, cables and other equipment related to the providing of any such utility or service. Should any party furnishing any such utility or

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BL: 03079 P: 0137 service request a specific license or easement by separate recordable document, the Declarant and the Association, shall have the right to grant such easement. Rights exercised pursuant to such reserved easement shall be taken to protect such property, and damage shall be repaired by the Person causing the damage at its sole expense.

10.5 Easement for Emergency Entry. In addition to the right of the Association to exercise self-help as provided herein, the Board of Directors and agents of the Association shall have the right, but shall not be obligated, to enter upon any property within the Development for emergency, security and safety reasons. Except in an emergency situation, entry shall only be during reasonable hours and after notice to the Owner, and the entering party shall be responsible for any damage caused. This right of entry shall include the right of the Association to enter to cure any condition which may increase the possibility of a fire, slope erosion, or other hazard in the event an Owner fails to cure the condition upon request by the Board of Directors.

10.6 Easement for Maintenance. Declarant hereby grants to the Association a perpetual easement for the benefit of the Association across the exterior portions of all Units and Parcels as may be reasonably necessary for maintenance conducted pursuant to this Declaration. Such maintenance shall be performed with a minimum of interference to the quiet enjoyment of Units and reasonable steps shall be taken to protect such property.

Easement for Entry Features. There is hereby reserved to the Declarant and granted to the Association an easement for ingress, egress, installation, construction, landscaping and maintenance of entry features and streetscapes for the Development, over and upon any portion of a Unit or Parcel containing such improvements. The easement and right herein reserved shall include the right to cut, remove and plant trees, shrubbery, flowers and other vegetation around such entry features and streetscapes.

10.8 Construction and Sale Period Easement. Notwithstanding any provisions contained in this Declaration, the Bylaws, Articles of Incorporation, use restrictions, rules and regulations, guidelines and procedures, and any amendments thereto, Declarant reserves unto itself a nonexclusive easement across the Development for Declarant to maintain and carry on, upon such portion of the Development as Declarant may reasonably deem necessary, such facilities and activities as in the sole opinion of Declarant may be required, convenient or incidental to Declarant's development, construction and sales activities related to property included within the Development Plan, including, but without limitation: the right of access, ingress and egress for vehicular and pedestrian traffic and construction activities over, under, on or in the Development, including, without limitation, any Unit; the right to tie into any portion of the Development with street, driveways, paths, parking areas and walkways; the right to tie into and/or otherwise connect and use (without a tap-on any other fee for so doing), replace, relocate, maintain and repair any device which provides utility or similar services including, without limitation, electrical, telephone, television, gas, water, sewer and drainage lines and facilities constructed or installed in, on, under and/or over the Development; the right to grant easements over, under, in or on the Development, including without limitation, the Units, for the benefit of neighboring properties for the purpose of tying into and/or otherwise connecting and using sewer and drainage lines and facilities constructed or installed in, on, under and/or over the

Development; the right to convert Units and Parcels, or portions thereof (with the consent of the

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Owner thereto) to Common Property and/or streets; the right to construct utilities and other improvements on Common Property; the right to carry on sales and promotional activities in the Development; and the right to construct and operate business offices, signs, construction trailers, and sales offices. Declarant may use residences, offices, or other buildings owned or leased by Declarant as models and sales offices and may also use Common Property as a sales office without charge. Rights exercised pursuant to this reserved easement shall be exercised with a minimum of interference to the quiet enjoyment of affected property, reasonable steps shall be taken to protect such property and damage shall be repaired by the Person causing the damage at its sole expense. This Section will not be amended without the written consent of Declarant.

10.9 Easement for Drainage. There is hereby reserved to the Declarant and granted to the Association a blanket easement across the Development for creating and maintaining satisfactory storm water drainage in the Development; provided, however, such easement area shall not include any portion of the Development within the boundaries of any improvements within the Development owned by a party other than the Association. This easement shall include the right to construct and maintain catch basins, retention ponds, detention ponds, drainage swales, storm sewers, storm drains, sloping banks, cut or fill. It is anticipated that increased storm water run off across downstream property will result from the construction of impervious surfaces within or adjacent to the Development. Neither the Declarant, the Association or any Owner constructing according to plans and specifications approved under Article 6 hereof shall have any liability to any Owner due to the increased flow or increase velocity of surface water resulting from approved construction within the Development.

10.11 Approved Builder. Approved Builders shall have the same easement rights as Declarant necessary for the construction and sales activities of Units, including, without limitation, those easement rights granted to Declarant in Section 10.8 hereof.

Article 11

General Provisions

11.1 Enforcement. Each Owner and Occupant shall comply strictly with the Bylaws, the rules and regulations, the guidelines and procedures, and the use restrictions, as they may be amended or modified from time to time, and with the covenants, conditions, restrictions and easements set forth in this Declaration and in the deed to such Owner's Unit, if any. The Board of Directors may impose fines for noncompliance with any of the foregoing which shall be collected as provided herein for the collection of assessments. Failure to comply with this Declaration, the Bylaws, the guidelines and procedures or the rules and regulations shall be grounds for an action to recover sums due for damages or injunctive relief, or both, maintainable by the Association, the Declarant or an Owner. Failure by the Declarant, the Association or any Owner to enforce any of the foregoing shall in no event be deemed a waiver of the right to do so thereafter. The Association shall have the right to record in the appropriate land records a notice of violation of the Declaration, Bylaws, rules and regulations, use restrictions, or guidelines and procedures and to assess the cost of recording and removing such notice against the Owner who is responsible (or whose Occupants are responsible) for noncompliance with any of the foregoing.

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BL 03079 Pg 0139 11.2 Occupants Bound. All provisions of the Declaration, Bylaws, and of any rules and regulations, use restrictions and guidelines and procedures which govern the conduct of Owners and which provide for sanctions against Owners shall also apply to all Occupants even though Occupants are not specifically mentioned. Fines may be levied by the Board of Directors against Owners and/or Occupants.

11.3 Self-Help. In addition to any other remedies provided for herein, the Association, the Declarant or their respective duly authorized agents shall have the power to enter upon any Unit to abate or remove, using such force as may be reasonably necessary, any structure, thing or condition which violates this Declaration, the Bylaws, the rules and regulation, the guidelines and procedures or the use restrictions. Unless an emergency situation exists, the violating Owner shall be given ten (10) days prior written notice of the intent to exercise self-help.

Notwithstanding the foregoing, vehicles may be towed after giving any notice required by law. All costs of self-help, including, without limitation, reasonable attorney's fees actually incurred, shall be assessed against the violating Owner as a Specific Assessment.

11.4 Duration. The covenants, conditions, restriction and casements of this Declaration shall run with and bind the land, and shall inure to the benefit of and shall be enforceable by the Association, the Declarant, and each Owner, their respective legal representatives, heirs, successors and assigns, perpetually to the extent provided by law; provided, however, so long as, and to the extent that, Georgia law limits the period of which covenants restricting land to certain uses may run, any provisions of this Declaration affected thereby shall run with and bind with the land so long as permitted by such law, after which time, any such provision(s) shall be (a) automatically extended (to the extent allowed by applicable law) for successive periods of twenty (20) years, unless a written instrument reflecting disapproval signed by the then Owners entitled to cast at least two-thirds (2/3) of the Total Association Vote and the Declarant has been recorded within the year immediately preceding the beginning of a renewal period agreeing to change such provisions, in whole or in part, or to terminate the same, in which case this Declaration shall be modified or terminated to the extent specified therein; or (b) extended, renewed, modified or terminated as otherwise provided herein or by law. Every purchaser or grantee of any interest (including, without limitation, a security interest) in any real property subject to this Declaration, by acceptance of a deed or other conveyance therefor, thereby agrees that such provisions of this Declaration may be extended, renewed, modified or terminated as

11.5 Termination of Rights of Declarant. The rights of Declarant to take, approve or consent to actions under this Declaration, the Articles of Incorporation and the Bylaws shall cease and be of no further force and effect upon the earlier of: (a) the date that the Declarant no longer owns any property in the Development and no longer has the right to unilaterally annex additional property to the Development as provided herein; or (b) the date of recording by Declarant in the Office of the Clerk of Superior Court of Athens-Clarke County, Georgia of a written instrument terminating all of Declarant's rights hereunder. The Declarant may, in its sole discretion, terminate some of its rights under this Declaration while retaining other rights. Any right, power or authority of the Declarant which may be terminated prior to the termination of all of the rights of Declarant hereunder shall be by written instrument only and no such right, power or authority shall be terminated by implication or otherwise.

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Amendment. This Declaration may be amended unilaterally at any time and from time to time by Declarant if such amendment is necessary to: (a) bring any provision hereof into compliance with any applicable governmental statute, rule, or regulation of judicial determination which shall be in conflict therewith; (b) enable any reputable title insurance company to issue title insarance coverage with respect to the Units subject to this Declaration; (c) enable any governmental agency or private insurance company, including, without limitation, HUD and VA to insure or guarantee Mortgage loans on the Units subject to this Declaration; provided, however, any such amendment shall not adversely affect the title to any Unit unless the Owner of such Unit consents thereto in writing; (d) designate separate Parcel status for any property subject to this Declaration; or (e) if such Amendment is requested by governmental lender, or purchaser of mortgage loans, including, without limitation, the Federal National Mortgage Association of the Federal Home loan Mortgage Corporation, to enable such lender or purchaser to make or purchase Mortgage loans on the Units subject to this Declaration. The . Declarant may also unilaterally amend this Declaration for any other purpose; provided, however, any such amendment shall not materially adversely affect the substantive rights or obligations of any Owner hereunder without the consent of the affected Owner. The Board of Directors, with the written consent of the Declarant, and without a vote of the Members may amend this Declaration for the sole purpose of electing to be governed by and complying with the provisions of the Georgia Property Owner's Association Act, O.C.G.A. § 44-3-220 et seq. In. addition to the above, this Declaration may be amended upon the affirmative vote or written consent of Owners holding at least two-thirds (2/3) of the Total Association Vote and the consent of Declarant. Amendments of this Declaration shall become effective upon the filing for record in the Office of the Clerk of Superior Court of Athens-Clarke County, Georgia, unless a later effective date is specified therein. The consent of the Declarant to any amendment shall be evidenced by the execution of said amendment by Declarant. The consent of the requisite number of Owners to any amendment shall be evidenced by the execution of the amendment by said Owners, or, in the Alternative, the sworn statement of the President or any Vice President or the Secretary of the Association attached to or incorporated in the amendment, which sworn statement states unequivocally that the consent of the required number of Owners was obtained and that any notices required by this Declaration, the Bylaw, the Articles of Incorporation and Georgia law were given.

11.7 Gender and Grammar. The singular, wherever used herein, shall be construed to mean the plural, when applicable, and the use of the masculine or feminine pronoun shall include the neuter, masculine and feminine.

11.8 Severability. Whenever possible, each provision of this Declaration shall be interpreted in such manner as to be effective and valid, but if the application of any provision 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.

11.9 Notices. Notices provided for in this Declaration or the Articles of Incorporation or Bylaws shall be in writing, and shall be addressed to any Owner at the address of the Unit and

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to the Declarant or the Association at the address of their respective registered agent in the State of Georgia. Any Owner may designate a different address for notices to such Owner by giving written notice to the Association. Notices addressed as above shall be deemed delivered three (3) business days after mailing by United States Registered or Certified Mail, or when delivered in person.

11.10 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.

11.11 No Merger. There shall be no merger of any of the covenants, conditions, restrictions or casements created or reserved hereby with the fee estate of Declarant, by reason of the fact that Declarant my own or hold the estate or interest both encumbered and benefitted by such covenants, conditions, restrictions or easements and no such merger shall occur unless and until Declarant, while owning all of the estate or interests shall execute a written instrument affecting such merger and shall duly record the same in the Office of the Clerk of Superior Court of Athens-Clarke County, Georgia.

11.12 Preparer. This Declaration was prepared by G. Marcus Hodge, Fortson, Bentley & Griffin, P.A., 440 College Avenue North, Suite 220, Athens, Georgia 30601, (706) 548-1151.

11.13 Perpetuities. If any of the covenants, conditions, restrictions, easements or other provisions of this Declaration shall be unlawful, void or voidable for violation of the rule against perpetuities, then such provisions shall continue only until twenty-one (21) years after the date of the last survivor of the now living descendants of Elizabeth II, Queen of England.

11.14 Indemnification. To the fullest extent allowed by applicable Georgia law, the Association shall indemnify every officer, director and committee member against any and all expenses, including, without limitation, attorney's fees, imposed upon or reasonably incurred by any officer, director or committee member in connection with any action, suit or other proceeding (including settlement of any suit or proceeding, if approved by the then Board of Directors) to which such officer, director or committee member. The officers, directors and committee members shall not be liable for any mistake of judgement, negligent or otherwise, except for their own individual willful misfeasance, malfeasance, misconduct or bad faith. The officers, directors and committee members shall have no personal liability with respect to any contract or other commitment made by them, in good faith, on behalf of the Association, and the Association shall indemnify and forever hold each such officer, director and committee member free and harmless against any and all liability to others on account of any such contract or commitment. Any right to indemnification provided for herein shall not be exclusive of any other rights to which any officer, director or committee member, or former officer, director or committee member, may be entitled. The Association shall maintain adequate general liability and officers' and directors' liability insurance to fund this obligation, if such coverage is reasonably available.

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11.15 Inspection of Books and Records. This Declaration, the Bylaws, copies of guidelines and procedures, rules, regulations and use restrictions, membership register, books of account, and minutes of meetings of the Board of Directors, the Members and committees shall be made available for inspection and copying by any Member of the Association or by the duly authorized representative of any Member and by holders, insured or guarantors of any Mortgage at any reasonable time and for a purpose reasonable related to such Person's interest as a Member or holder, insured or guarantor of a Mortgage at the office of the Association or at such other reasonable place as the Board of Directors shall prescribe. The Board of Directors shall establish reasonable rules with respect to (a) notice to be given to the custodian of the records; (b) hours and days of the week when such an inspection may be made; and (c) payment of the cost of reproducing copies of documents. Every member of the Board of Directors shall have the absolute right at any reasonable time to inspect all books, records and documents of the Association and the physical properties owned or controlled by the Association. The right of inspection by a director includes the right to make extra copies of documents at the reasonable expense of the Association.

11.16 Financial Review. A review of the books and records of the Association shall be made annually in the manner as the Board of Directors may decide; provided, however, after having received the Board of Director's financial statements, Members, by the affirmative vote of Members casting at least a majority of the Total Association Vote may require that the accounts of the Association be audited as a Common Expense of the Association by a certified public accountant. Upon written request of any institutional holder of a Mortgage and upon payment of all necessary costs, such holder shall be entitled to receive a copy of audited financial statements within ninety (90) days of the date of the request.

11.17 Notice of Sale, Lease or Acquisition. In the event that an Owner sells or leases such Owner's Unit, the Owner shall give to the Association, in writing, prior to the effective date of such sale or lease, the name of the purchaser or lessee of the Unit and such other information as the Board of Directors may reasonably require. Upon acquisition of a Unit each new Owner shall give the Association, in writing, the name and mailing address of the Owner and such other information as the Board of Directors may reasonably require.

11.18 Implied Rights. The Association may exercise any right or privilege given to it expressly by this Declaration, the Bylaws, the Articles of Incorporation, any use restriction or rule, and every other right or privilege reasonably to be implied from the existence of any right or privilege given to it therein or reasonably necessary to effectuate any such right or privilege.

11.19 Variances. Notwithstanding anything to the contrary contained herein, the Board of Directors or its designee shall be authorized to grant individual variances from any of the provisions of this Declaration, the Bylaws and any rule, regulation, guideline, procedure and use restriction promulgated pursuant thereto if it determines that waiver of application or

enforcement of the provision in a particular case would not be inconsistent with the overall scheme of development for the Development.

11.20 Litigation. No judicial or administrative proceeding shall be commenced or prosecuted by the Association unless approved by at least seventy-five percent (75%) of the

284621.3 011608-0001 Page 36 of 42

BL 03079 2g. 01 43

Total Association Vote and the consent of the Declarant. This Section shall not apply to (a) actions brought by the Association to enforce the provisions of this Declaration, (b) the imposition and collection of assessments as provided herein, (c) proceeding involving challenges to ad valorem taxation, or (d) counterclaims brought by the Association in proceedings instituted against it. This Section shall not be amended unless such amendment is made unilaterally by the Declarant as provided herein or is approved by the percentage votes necessary to institute proceedings as provided above.

Cumulative Effect: Conflict. The covenants, restrictions, and provisions of this Declaration shall be cumulative with those of any Parcel Declaration and the Association may, but shall not be required to, enforce the latter; provided, however, in the event of conflict between or among such covenants and restrictions, and provisions of any articles of

incorporation, bylaws, rules and regulations, policies, or practices adopted or carried out pursuant thereto, those of any Parcel Declaration or Parcel Association shall be subject and subordinate to those of this Declaration and the Association. In the event of a conflict between the provisions of this Declaration and the provisions of Georgia law, then to the extent that the provisions of Georgia law cannot be waived by agreement, Georgia law shall control. through the undersigned and under its seal, this IN WINESS WHERBOF, the Dealarant hergin, hereby execupes this instrument by and

DECLARANT: WESTPARK HOLDINGS, L.L.C, a

Georgia limited liability company

By:

W.H. Kimbrough, J

Authorized Member

signed, sealed, and delivered

in the presence of;

Witness

Lisa Patterson Culletion

Notary Public

CHERSON CUCH

LISA NOTARI

PUBLIC 2008

SEPT. 19 • GEOR ......

284621.3 011608-0001 Page 37 of 42

BE 03079 Pg 0144

CONSENT AND JOINDER OF WESTPARK CORPORATE CENTER, L.L.C.

WestPark Corporate Center, L.L.C., a Georgia limited liability company as owner of a portion of the property described on Exhibit "A" of this Declaration, hereby submits its property to this Master Declaration of Protective Covenants, Conditions, Restrictions, and Easements.

WESTPARK CORPORATE CENTER, L.L.C., a Georgia limited liability company

BY: WESTPARK HOLDINGS, L.L.C., a Georgia limited liability company, its sole member

By:

/. H. Kimbrough, Jr., Authorize Member

Signed, sealed and delivered in the

presence of:

Unofficial Witness

Lisa Patterson Culverton

Notary Public

284621.3 Page 38 of 42

011608-0001

BL 03079 Pr 0145

CONSENT AND JOINDER OF THE SUMMERVILLE DEVELOPMENT COMPANY, LIC

The Summerville Development Company, LEC, a Georgia limited hability company as owner of a portion of the property described on Exhibit "A" of this Declaration, hereby submits its property to this Master Declaration of Protective Covenants, Conditions, Restrictions, and Easements.

THE SUMMERVILLE DEVELOPMENT COMPANY, LLC, a Georgia limited liability company

_(Seal) Eric Jensen, Authorized Member

_(Seal) W. H. Kimbrough, Jr., Autifrized Member

Signed, sealed and delivered in the

presence of:

Unofficial Witness

Lisa Patterson Culveter

Notary Public

LISA

NOTARL

• PT. 19, 2,09

284621.3 011608-0001 Page 39 of 42

BL 03079 P¿ 01.40

JOINDER OF MORTGAGEE

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

Signed, sealed and delivered MAIN STREET BANK

in the presence of:

Carie Brown By: _(SEAL) Unofficial Witness

here towe As Its: Executive Vice Presidest NOtarYHERRYEAN FOWLER, DoN

JACKSON COUNTY, GEORGIA

MY COMASSION EXPIRES JAN. 30, 2007

284621.3 Page 40 of 42

011608-0001

B: 03079 P: 0147

JOINDER OF MORTGAGEE

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

Signed, sealed and delivered CornerstoneBank

in the presence of:

KATE MOREON By: K. Trela deskis, SU (SEAL) notticia, watness K. Tucker Perkins

As Its: Senior Vire President

Public

#of M Mobley

Fabruary 13, 2009

FOAMITY

Page 41 of 42

(273899.2)

BL 03079 P: 0148

JOINDER OF MORTGAGEE

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

Signed, sealed and delivered North Georgia Bank

in the presence of:

Dan Lanutto (SEAL) official Witness

Astis: Vice Presidet

Notary Public

My Commission expires:

October 7, 2007

{273899.2} Page 42 of 42

BE 03079 Pg 0149

Exhibit "A"

ALL of that tract or parcel of land, together with all improvements thereon, situate, lying and being in the 241st District, G.M., Athens-Clarke County, Georgia, containing 6.777 acres, more or less and being known as Lot 1, Block B, Westpark Phase I, as more particularly described on that certain plat of survey entitledFINAL PLAT FOR: WESTPARK PHASE IP, prepared by Norton & Associates Land Surveying, dated October 10, 1994, revised November 2, 1994, and last revised May 24, 1995, as recorded in Plat Book 32, page 115, in the Office of the Clerk of the Superior Court of Athens-Clarke County, Georgia, and being further shown according to a plat of survey entitled "Final Plat and Sanitary Sewer & Waterline As-Built and Easement Plat for: Summerville Phase Three (A)i dated December 6, 2004, prepared by Ben McLeroy & Associates, Inc., and being recorded in Plat Book 7, page 391-J, said Clerk's Office, reference being hereby made to said plats for a more particular description of the property.

EXHIBIT B

01.50

CASH 1O TOTAL EMER OF PROPOSED 310 NIC PAY NO NEE TEN YO

DRAWN OY • JK Master Plan ROBINSON PD1.0 PLANNED DEVELOPMENT Summerville

Planned Development

EXHIBIT C BL 03070 0151

1 DETACHED SINGLE FAMILY RESIDENTIAL 2 ATTACHED SINGLE FAMILY TOWNHOME 3) LARGE OFFICE BUILDING 4) SMALL OFFICE BUILDING G MIXED USE BUILDING

BL 03079 A 0152

EXHIBIT *D"

BYLAWS

OF

SUMMERVILLE PROPERTY OWNERS ASSOCIATION, INC.

FORTSON, BENTLEY AND GRIFFIN, P.A.

440 College Avenue, Suite 220

Athens, Georgia 30601

(706) 548-1151

6L0C0 79 9310 %

TABLE OF CONTENTS

I. GENERAL Page

1. Applicability..

Name ...

Definitions ..

Membership .

Entity Members

Voting ...

Majority

MEETINGS OF MEMBERS

1. Annual Meetings

2. Special Meetings.

Notice of Meetings ..

Waiver of Notice

Quorum.

Adjournment.

Proxy ..

Action Taken Without a Meeting ..

9. Order of Business ..

m. BOARD OF DIRECTORS

A. Composition and Selection.

1. Composition and Eligibility

2. Directors Appointed by Declarant.

3. Number of Directors and Term of Office.

4. Removal of Members of the Board of Directors.

Vacancies ..

6. Compensation ..

7. Director Conflicts of Interest

B. Meetings.

Regular Meetings ....

Special Meetings.

Waiver of Notice.. aaaaaa

Conduct of Meetings...

Open Meetings ...........

Action Without a Meeting ..

BL 03079 A 0154

Table of Contents (Continued) Page

C. Powers and Duties.

1. Powers and Duties..... 7

2. Management Agent ...

3. Borrowing .........

4. Liability and Indemnification

of Officers and Directors 8

D. Committees.

Architectural Review Board..

Other Committees ...... 9

Service on Committees. 9

TV. OFFICERS

1. Designation .. 9

Election of Officers. 9

Removal of Officers ... 10

Vacancies .. 10

Nimitiona President .. 10

Vice President 10

Secretary 10

Treasurer 10

9. Other Officers .. 10

10. Agreements, Contracts

Deeds, Leases, Etc..... 10

V. RULE MAKING AND ENFORCEMENT

Authority and Enforcement 11

2. Fining and Suspension Procedure .. 11

Additional Enforcement Rights .

VI. MISCELLANEOUS

I. Notices ..

Severability

Captions ...

Gender and Grammar.

Fiscal Year .. 13

BL 03079 A 0155

BYLAWS

OF

SUMMERVILLE PROPERTY OWNERS ASSOCIATION, INC.

Article I

General

Section 1. Applicability. These Bylaws provide for the self-government of summerville Property Owners Association, inc., in accordance with the Article of Incorporation filed with the Secretary of State and Master Declaration of Protective Covenants, Conditions, Restrictions and Easements for Summerville, recorded in Athens-Clarke County, Georgia land records ('Declaration).

Section 2. Name. The name of the corporation is Summerville Property Owners Association, Inc. ("Association).

Section 3. Definitions. The terms used herein shall have their generally accepted meanings or such meanings as are specified in the Declaration.

Section 4. Membership. An Owner of a Unit shall automatically become a member of the Association upon taking title to the Unit and shall remain a member for the entire period of ownership. As may be more fully provided below, a spouse or a cohabitant of a member may exercise the powers and privileges of the member. If title to a Unit is held by more than one (1) Person, the membership shall be shared in the same proportion as the title, but there shall be only one (1) membership per Unit. Membership does not include Persons who hold an interest merely as security for the performance of an obligation, and the giving of a security interest shall not terminate the Owner's membership. Membership shall be appurtenant to the Unit and shall be transferred automatically by conveyance of that Unit and may be transferred only in connection with the transfer of title.

Section 5. Entity Members. In the event an Owner is a corporation, limited liability company, partnership, trust or other legal entity not being a natural person or persons, then any natural person who is an officer, director, or other designated agent of such corporation, partner of such partnership, beneficiary or other designated agent of such trust, manager of a limited liability company or representative of such other legal entity shall be eligible to represent such entity or entities in the affairs of the Association. Such person's relationship with the entity or entities which are the Owner, and termination of the person's relationship with the Association will create a vacancy in any elected or appointed position within the Association in which such person may have been serving and such vacancy will be filled in accordance with these Bylaws.

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Section 6. Voting. The voting rights of Members shall be as set forth in the Declaration, and such voting rights are specifically incorporated herein.

Section 7. Majority. As used in these Bylaws, the term "majority" shall mean those votes, Owners, or other group as the context may indicate totaling more than fifty percent (50%) of the Total Association Vote. Unless otherwise specifically stated, the words "majority vote" mean more than fifty percent (50%) of those voting in person or by proxy. Except as otherwise specifically provided in the Declaration or these Bylaws, all decisions shall be by majority vote.

Article II

Meetings of Members

Section 1. Annual Meetings. The regular annual meeting of the members shall be held each year with the date, hour, and place to be set by the Board of Directors. No annual meeting of the Association shall be set on a legal holiday.

Section 2. Special Meetings. Special meetings of the members may be called for any purpose at any time by the President or Secretary, by request of any two (2) members of the Board of Directors, or upon written petition of Owners holding at least twenty-five percent (25%) of the Total Association Vote. Any such written petition by the members must be submitted to the Association's Secretary. 'The Secretary shall then verify that the required number of members have joined in the petition and shall submit all proper petitions to the Association's President. The President shall then promptly call a special meeting for the purpose stated in the petition setting the date, time and location of the meeting (which is not required to be the date, time or location requested in any petition submitted to the Association), and the Secretary shall send notice of the meeting in accordance with these Bylaws. Any special meeting called pursuant to written petition shall be set within thirty (30) days of the date of the petition.

Section 3. Notice of Meetings. It shall be the duty of the Secretary to mail or deliver to each Owner of Units of record or to the Units a notice of each annual or special meeting of the Association at least twenty-one (21) days prior to each annual meeting and at least seven (7) days prior to each special meeting. The notice shall state the purpose of any special meeting, as well as the time and place where it is to be held. The notice of an annual meeting shall state the time and place of the meeting. If any Owner wishes notice to be given at an address other than his or her Unit, the Owner shall have designated by notice in writing to the Secretary such other address. The mailing or delivering of a notice of meeting in the manner provided in this Section shall be considered proper service of notice.

Section 4. Waiver of Notice. Waiver of notice of meeting of the Owners shall be deemed the equivalent of proper notice. Any Owner may, in writing, waive notice of any meeting of the Owners, either before or after such meeting. Attendance at a meeting by an Owner, whether in person or represented by proxy, shall be deemed waiver by such Owner of notice of the time, date, and place thereof unless such Owner specifically objects to lack of

(245933.1} 5

BK 03079 A 0157

proper notice at the time the meeting is called to order. Attendance at a special meeting shall also be deemed waiver of notice of all business transacted at such meeting unless objection to lack of notice is raised before the business, of which proper notice was not given, is put to a vote.

Section 5. Quorum. Except as may be provided elsewhere, the presence of Owners, in person or by proxy, entitled to cast twenty-five percent (25%) of the Total Association Vote shall constitute a quorum. Once a quorum is established for a meeting, it shall conclusively be presumed to exist until the meeting is adjourned and shall not need to be reestablished. Owners whose voting rights have been suspended pursuant to the Declaration or these Bylaws shall not be counted as eligible votes toward the quorum requirement.

Section 6. Adjournment. Any meeting of the Owners may be adjourned from time to time for periods not exceeding ten (10) days by vote of the Owners holding the Majority of the votes represented at such meeting, regardless of whether a quorum is present. Any business which could be transacted properly at the original session of the meeting may be transacted at a reconvened session, and no additional notice of such reconvened session shall be required.

Section 7. Proxy. Any member entitled to vote may do so by written proxy duly executed by the member setting forth the meeting at which the proxy is valid. To be valid, a proxy must be signed, dated and filed with the Secretary prior to the opening of the meeting for which it is to be used. Proxies may be delivered to the Board by personal delivery, U.S. mail or facsimile transmission to any Board member or the property manager. Proxies may be revoked only by written notice delivered to the Association, except that: (a) the presence in person by the giver of a proxy at a meeting for which the proxy is given shall automatically invalidate the proxy for that meeting; and (b) a later dated proxy shall automatically be deemed to invalidate any previously given proxy. A proxy holder may not appoint a substitute proxy holder unless expressly authorized to do so in the proxy.

Section 8. Action Taken Without a Meeting. In the Board's discretion, any action that may be taken by the Association members at any annual, regular, or special meeting may be taken without a meeting if the Board delivers a written consent form or written ballot to every member entitled to vote on the matter.

(a) Ballot. A written ballot shall set forth each proposed action and provide an opportunity to vote for or against each proposed action. Approval by written ballot shall be valid only when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.

All solicitations for votes by written ballot shall: (1) indicate the number of responses needed to meet the quorum requirements; (2) state the percentage of approvals necessary to approve each matter other than election of directors; and (3) specify the time by which a ballot

(245933.1) 3

BE 03079 Pg 0158

must be received by the Board in order to be counted. A written ballot may not be revoked. The Association shall maintain such ballots in its file for at least three (3) years.

(b) Written Consent. Approval by written consent shall be valid only when the number of written consents setting forth the actions taken is received and equals or exceeds the requisite majority of the voting power required to pass such action at a meeting held on the date that the last consent is executed and such action is consented to by the Declarant, if required. Executed written consents shall be included in the minutes or filed with the Association's records. If an action of the members is approved by written consent hereunder, the Board shall issue written notice of such approval to all members who did not sign written consents. Membership approval shall be effective ten (10) days after written notice is issued; provided, however, if the consent is to an amendment to the Declaration or Bylaws which must be recorded, the effective date shall be no earlier than the date of recording of such amendment.

Section 9. Order of Business. At all meetings of the Association, Roberts Rules of Order (latest edition) shall govern when not in conflict with the Declaration, these Bylaws or the Articles of Incorporation, unless the Owners present at a particular meeting vote to suspend Robert's Rules at that meeting.

Article III

Board of Directors

A. Composition and Selection.

Section 1. Composition and Eligibility. The affairs of the Association shall be governed by a Board of Directors. Except for directors appointed by the Declarant hereunder, the directors shall be Owners or spouses or cohabitants of such Owners; provided, however, no Owner and his or her spouse or cohabitant may serve on the Board at the same time, and no coowners may serve on the Board at the same time.

Section 2. Directors Appointed by the Declarant. Notwithstanding anything to the contraty herein, Declarant shall have exclusive authority to appoint and remove directors and officers until the earlier of: (1) three (3) months after the date on which the Declarant no longer owns any property in Summerville and no longer has the right to unilaterally annex additional property to the Development as provided in the Declaration; or (2) the surrender in writing by Declarant of the authority to appoint and remove officers and directors of the Association.

Section 3. Number of Directors and Term of Office. During the period that the Declarant has the authority to appoint directors, the Board shall consist of one (1) to three (3) persons to be determined by the Declarant in writing from time to time. Not later than thirty (30) days after termination of the Declarant's right to appoint directors and officers as described in Section 2 of this Article, the Association shall call a meeting to be held at which Owners shall elect or appoint directors. The actual number of directors shall be equal to the number of Parcels.

{245933.1} 4

BL 03079 Pg, 01.59

The President of a mandatory membership Parcel Association shall serve as the ex officio director for such Parcel and no separate election of a director shall be required. If a Parcel does not have a mandatory membership Parcel Association, the Unit Owners in such Parcel shall elect a Unit Owner from such Parcel within thirty (30) days after Declarant has surrendered control of the Association. At the next annual meeting of the Association a successor shall be elected for a term of two (2) years. Successors shall be elected every two (2) years at subsequent annual meetings.

Section 4. Removal of Members of the Board of Directors. At any annual or special meeting of the Association duly called, any one or more Board members, except for directors appointed by Declarant hereunder or ex officio directors, may be removed with or without cause by a Majority of the members of a Parcel entitled to elect said director and a successor may then and there be elected to fill the vacancy thus created. Any director whose removal has been proposed shall be given at least ten (10) days notice of the calling of the meeting to consider his or her removal and the purpose thereof and shall be given an opportunity to be heard at the meeting.

Section 5. Vacancies. Vacancies in the Board caused by any reason, except the removal of a director by vote of the membership or by Declarant, shall be filled by a vote of the Majority of the remaining directors provided such director is a Unit Owner from the appropriate Parcel, even though less than a quorum, at any meeting of the Board of Directors. The successor so selected shall hold office for the remainder of the term of the director being replaced. Notwithstanding anything to the contrary herein, any director who is an officer, director or other designated agent of an entity member and whose position become vacant for any reason, may be replaced by the entity who is the Owner unless there has been a transfer of ownership of the Unit, in which case, the vacancy shall be filled by the remaining directors, even if less than a quorum at any meeting of the directors.

Section 6. Compensation. Directors shall not be compensated for services as such unless and only to the extent that compensation is authorized by a Majority vote of the members. Directors may be reimbursed for the expenses incurred in carrying out their duties as directors upon approval of such expenses by the Board of Directors.

Section 7. Director Conflicts of Interest. Nothing herein shall prohibit a director from entering into a contract and being compensated for services or supplies furnished to the Association in a capacity other than as director, provided that the director's interest is disclosed to the Board and the contract is approved by a Majority of the directors who are at a meeting of the Board of Directors at which a quorum is present, excluding the director with whom the contract is made. The interested director shall not count for purposes of establishing a quorum of the Board. The interested director shall be entitled to be present at any meeting at which the proposed contract is discussed but shall not be entitled to discuss the proposed contract during the discussion.

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B₺ 03079 g 0160

B. Meetings.

Section 1. Regular Meetings. Regular meetings of the Board my be held at such time and place as shall be determined from time to time by the Board, but such meetings shall be held at least once every six (6) months. The newly elected Board shall meet with ten (10) days after each annual meeting of the membership.

Section 2. Special Meetings. Special Meetings of the Board may be called by the President on two (2) days notice to each director given by regular first class or electronic mail, in person, by telephone, or by facsimile transmission, which notice shall state the time, place, and purpose of the meeting. Special meetings of the Board shall be called by the President, Vice President, Secretary, or Treasurer in like manner and on like notice on the written request of at least two (2) directors.

Section 3. Waiver of Notice. Any director may, at any time, in writing, waive notice of any meeting of the Board, and such waiver shall be deemed equivalent to the giving of such notice. Attendance by a director at any meeting of the Board shall also constitute a waiver of notice by him or her of the time and place of such meeting. If all directors are present at any Board meeting, no notice shall be required and any business may be transacted at such meeting.

Section 4. Conduct of Meetings. The President shall preside over all meetings of the Board of Directors and the Secretary shall keep a minute book recording therein all resolutions adopted by the Board of Directors and a record of all transactions and proceedings occurring at such meetings. A majority of directors shall constitute a quorum for the transaction of business. One or more directors who participate in a meeting by means of telephone or electronic communication shall be deemed present and in attendance for all purposes at such meeting, provided all persons participating in the meeting can hear each other.

Section 5. Open Meetings. All meetings of the Board shall be open to all members, but members other than directors may not participate in any discussion or deliberation unless expressly so authorized by the Board. Notwithstanding the above, the Board may adjourn a meeting and reconvene in executive session to discuss and vote upon personnel matters, litigation in which the Association is or may become involved, and orders of business of a similar nature. The nature of any and all business to be considered in executive session shall first be announced in open session.

Section 6. Action Without a Meeting. Any action by the Board required or permitted to be taken at any meeting may be taken without a meeting if a majority of the directors consent to such action in writing, sent via hand delivery, regular first class or electronic mail or facsimile. Such consents must described the action taken and be signed by no fewer than a majority of the directors and such consents shall be filed with the minutes of the Board of Directors.

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C. Powers and Duties.

Section 1. Powers and Duties. The Board of Directors shall manage the affairs of the Association and shall have all the powers and duties necessary for the administration of Summerville and may do all such acts and things as are not by the Act, the Declaration, the Articles of Incorporation, or the Bylaws directed to be done and exercised exclusively by the members. In addition to the duties imposed by these Bylaws or by any resolution of the Association that may hereafter be adopted, the Board of directors shall have the power to and shall be responsible for the following, in the way of explanation, but not limitation:

(a) preparation and adoption of an annual budget, in which there shall be established the contribution of each Member to the common expenses;

making assessments to defray the common expenses, establishing the means and methods of collecting such assessments, and establishing the period of the installment payments of the annual assessment;

(c) providing for the operation, care, upkeep, and maintenance of all areas which are the responsibility of the Association;

designating, hiring, and dismissing the personnel necessary for the operation of the Association and the maintenance, repair, and replacement of the Common Elements, Association property, and the areas of the Association responsibility and, where appropriate, providing for the compensation of such personnel and for the purchase of equipment, supplies, and material to be used by such personnel in the performance of their duties;

(e) collecting the assessments, depositing the proceeds thereof in a financial depository or institution which it shall approve, or otherwise investing the proceeds in accordance with any limitations set forth under Georgia law, and using the proceeds to administer the Association;

(f) making and amending rules and regulations and imposing sanctions for violation thereof, including, without limitation, monetary fines;

(g) opening of bank or other financial accounts on behalf of the Association and designating the signatories required;

(h) making or contracting for the making of repairs, additions, and improvements to, or alterations of the Common Elements in accordance with the other provisions of the

Declaration and these Bylaws, after damage or destruction by fire or other casualty;

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enforcing by legal means the provisions of the Declaration, these Bylaws, and the rules and regulations adopted by it, and bringing any proceedings which may be instituted on behalf of or against the Owners concerning the Association;

(i) obtaining and carrying insurance against casualties and liabilities, as provided in the Declaration, and paying the premium cost thereof;

(k) paying the costs of all services rendered to the Association or its members and not directly chargeable to specific Owners;

(I) keeping books with detailed accounts of the receipts and expenditures affecting the Association and its administration, specifying the maintenance and repair expenses and any other expenses incurred; and

(m) contracting with any Person for the performance of various duties and functions. The board shall have the power to enter into common management agreements with trusts, condominium associations, or other associations or corporations. Any and all functions of the Association shall be fully transferable by the Board, in whole or in part, to any other entity.

Section 2. Management Agent. The Association may, but shall not be required to, hire a professional management agent or agents, at a compensation established by the Board, to perform such duties and services as the Board of Directors shall authorize. The Board shall use reasonable efforts in any management contract to provide for termination of such contract by the Association with or without cause and without penalty, upon no more than ninety (90) days written notice. No management contract shall have a term in excess of one (1) year.

Section 3. Borrowing. The Board of Directors shall have the power to borrow money without the approval of the Members of the Association; provided, however, except as otherwise provided in the Declaration, the Board shall obtain membership approval in the same manner as for Special Assessments, in the event that the total amount of such borrowing exceeds or would exceed the annual budget of the Association.

Section 4. Liability and Indemnification of Officers, Directors and Committee Members. The Association shall indemnify every officer, director, and committee member (including directors, officers, and committee members appointed by Declarant during the period of Declarant control) against any and all expenses, including attorney's fees, reasonably incurred by or imposed upon such officer, director or committee member in connection with any action, suit, or other proceeding (including settlement of any such action, suit, or proceeding, if approved by the then Board of Directors) to which he or she may be made a party by reason of being or having been an officer, director or committee member, whether or not such person is an officer, director or committee member at the time such expenses are incurred subject to the limitations below. The officers, directors and committee members shall not be liable for any mistake of judgment, negligent or otherwise, or for injury or damage caused by any such officer, director or

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committee member in the performance of his or her duties, except for his or her own individual willful misfeasance or malfeasance. The Association, in determination whether or not to indemnify a director, officer or committee member, shall not impute knowledge to said director, officer or committee member from any source whatsoever; rather, any such determination shall be based on the actual knowledge of the director, officer or committee member. The officers, directors and committee members shall have no personal liability with respect to any contract or other commitment made by them, in good faith on behalf of the Association (except to the extent that such officers, directors and committee members may also be members of the Association), and the Association shall indemnify and forever hold each such officer, director or committee member free and harmless against any and all liability to others on account of any such contract or commitment. Any right to indemnification provided for herein shall not be exclusive of any other rights to which any officer, director or committee member or former officer or director may be entitled. The Association shall maintain, as a Common Expense, adequate general liability and, if obtainable, officers' and directors' liability insurance to fund this obligation, and the insurance shall be written as provided in the Declaration.

D. Committees.

Section 1. Architectural Review Board. The Board shall establish an Architectural Review Board for the purpose of establishing and maintaining architectural standards as provided in the Declaration.

Section 2. Other Committees. There shall be such other committees as the Board shall determine with the powers and duties that the Board shall authorize.

Section 3. Service on Committees. Unless otherwise provided in these Bylaws or in the resolution authorizing a particular committee, the members of any committee shall be appointed by the President and shall serve at the pleasure of the Board of Directors. Any committee member may be removed with or without cause at any time and with or without a successor being named.

Article IV

Officers

Section 1. Designation. The principal officers of the Association shall be the President, the Secretary and the Treasurer, all or any of which may be the same person. A Vice President may be elected at the discretion of the Board.

Section 2. Election of Officers. The Association officers shall be elected annually by the Board of the first Board meeting following each annual meeting of the members and shall hold office at the pleasure of the Board and until a successor is elected.

{273900.1} 9

BE 03079 A 0104

Section 3. Removal of Officers. Upon the affirmative vote of a Majority of the members of the Board, any officer may be removed, either with or without cause, and a successor may be elected.

Section 4. Vacancies. A vacancy in any office arising because of death, resignation, removal, or otherwise may be filled by the Board for the unexpired portion of the term.

Section 5. President. The President shall be the chief executive officer of the Association and shall preside at all meetings of the members and of the Board. The President shall have all the general powers and duties which are incident to the office of the president of a corporation organized under the Georgia Nonprofit Corporation code, including, but not limited to, the power to appoint committees from among the members from time to time as he or she may in his or her discretion decide is appropriate to assist in the conduct of the affairs of the Association.

Section 6. Vice President. The Vice President, if any, shall act in the President's absence and shall have all powers, duties, and responsibilities provided for the President when so acting.

Section 7. Secretary. The Secretary shall keep the minutes of all meetings of the members and of the Board of Directors and shall have charge of such books and papers as the Board of Directors may direct, and shall, in general, perform all duties incident to the office of the secretary of the corporation organized under Georgia law.

Section 8. Treasurer. The Treasurer shall have the responsibility for the

Association's fund's and securities and shall be responsible for keeping full and accurate financial records and books of account showing all receipts and disbursements, for preparing all required financial statements and tax returns, and for the deposit of all monies and other valuable effects in the name of the Association or the managing agent in such depositories as may from time to time be designated by the Board of Directors. The Treasurer shall be responsible for the preparation of the budget as provided in the Declaration. The Treasurer may delegate all or a part of the preparation and notification duties associated with the above responsibilities to a management agent.

Section 9. Other Officers. Other offices may be created by the Board, and the Board members which hold such offices shall have such titles and duties as are defined by the Board.

Section 10. Agreements, Contract, Deeds, Leases, Etc. All agreements, contracts, deeds, leases, checks, promissory notes, and other instruments of the Association shall be executed by at least two (2) officers or by such other person or persons as may be designated by resolution of the Board of Directors.

{273900.1} 10

BL 03070 Pg 0165

Article V

Rule Making and Enforcement

Section 1. Authority and Enforcement. The Board of Directors shall have the authority to make, modify, repeal and enforce reasonable rules and regulations governing the conduct, use, and enjoyment of Units and the Development Elements; provided, copies of all such rules and regulations shall be furnished to all Owners and Occupants. Any rule or regulation may be repealed by the affirmative vote or written consent of a Majority of the Total Association Vote and the consent of the Declarant so long as the Declarant has the right to appoint and remove directors, at an annual or special meeting of the membership. Every Owner and Occupant shall comply with the Declaration, Bylaws and rules and regulations of the Association, and any lack of compliance therewith shall entitle the Association and, in an appropriate case, one or more aggrieved Unit Owners, to take action to enforce the terms of the Declaration, Bylaws or rules and regulations.

The Board shall have the power to impose reasonable fines, which shall constitute a lien upon the Owner's Unit, and to suspend an Owner's right to vote or to use the Common Property for violation of any duty imposed under the Declaration, these Bylaws, or any rules and regulations duly adopted hereunder; provided, however, nothing herein shall authorize the Association or the Board to limit ingress and egress to or from a Unit. In the event that any Occupant of a Unit violates the Declaration, Bylaws, or a rule or regulation and a fine shall first be assessed against such Occupant; provided, however, if the fine is not paid by the Occupant within the time period set by the Board, the Unit Owner shall pay the fine upon the notice from the Association, and the fine shall be an assessment and a lien against the Unit until paid. The failure of the Board to enforce any provision of the Declaration, Bylaws, or any rule or regulation shall not be deemed a waiver of the right of the Board to do so thereafter.

Section 2. Fining and Suspension Procedure. The Board shall not impose a fine, suspend the right to vote or suspend the right to use the Common Property (provided, however, if an Owner is shown on the books or management accounts of the Association to be more than thirty (30) days delinquent in any payment due the Association, suspension of the right to vote and the right to use the Common Property shall be automatic), unless and until the Association has sent or delivered written notice to the violator as provided in subsection (a) below. Any such fine or fines may be effective or commence upon the sending of such notice or such later date as may be set forth in such notice, notwithstanding the violator's right to request a hearing before the Board to challenge such fine under subsection (b) below.

(a) Notice. If any provision of the Declaration or Bylaws or any rule or regulation of the Association is violated, the Board shall send the violator written notice identifying the violation and fine(s) being imposed and advising the violator of the right to request a hearing before the Board to contest the violation or fine(s) or to request consideration of the fine(s). Fine(s) may be effective or commence upon the sending of such notice or such later date specified in such notice, notwithstanding the violator's right to request a hearing before the

{273900.1} 11

BL 03070 Pg 0100

Board to challenge the fine. In the event of a continuing violation, each day the violation continues or occurs again constitutes a separate offense, and fines may be imposed on a per diem basis without further notice to the violator.

Hearing. If a written request for hearing is received from the violator within ten (10) days of the date of the violation notice provided above, then the Board shall schedule and hold in executive session a hearing affording the violator a reasonable opportunity to be heard. The minutes of the meeting shall contain a written statement of the results of the hearing. The Board may establish rules of conduct for such hearing, which may include limits on time and on the number of participants who may be present at one time.

Section 3. Additional Enforcement Rights. Notwithstanding anything to the contrary herein contained, the Board may elect to enforce any provision of the Declaration, the Bylaws, or the rules and regulations by self-help (specifically including, but not limited to, towing of vehicles that are in violation of the parking rules and regulations or performing maintenance on any Unit upon a failure by the Unit Owner to so do) or by suit at law or in equity to enjoin any violation or to recover monetary damages or both without the necessity for compliance with the procedure set forth in Section (2) of this Article. In any such action, to the maximum extent permissible, the Owner or Occupant responsible for the violation for which abatement is sought shall pay all costs, including reasonable attorney's fees actually incurred.

The Association or its duly authorized agent shall have the power to enter a Unit or upon any portion of the Common Elements to abate or remove, using such force as may be reasonably necessary, any structure, thing or condition which violates the Declaration, the Bylaws, or the rules and regulations; provided, however, written notice shall be given to the Owner of the Unit at least two (2) days prior to the time that any items of construction are altered or demolished. All costs of self-help, including reasonable attorney's fees, shall be assessed against the violating Unit Owner and shall be collected as provided herein for the collection of assessments.

Article VI

Miscellaneous

Section 1. Notices. Unless otherwise provided in these Bylaws, all notices, demands, bills, statements, or other communications under these Bylaws shall be in writing and shall be deemed to have been duly given if delivered personally or if sent by United States mail, first class postage prepaid;

(a) If to a Unit Owner, at the address which the Unit Owner has designated in writing and filed with the Secretary, or if no such address has been designated, at the address of the Unit of such Owner;

(b) If to an Occupant, at the address of the Unit occupied; or

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BL 03079 Pg 0167

(c) If to the Association or the Board of Directors, at the principal office of the Association, if any, or at such other address as shall be designated in writing and filed with the Secretary.

Section 2. Severability. The invalidity of any part of these Bylaws shall not impair or affect in any manner the validity, enforceability, or effect of the balance of these Bylaws or the Declaration.

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

Section 4. Gender and Grammar. The use of the masculine gender in these Bylaws shall be deemed to include the feminine gender, and the use of the singular shall be deemed to include the plural provision thereof.

Section 5. Fiscal Year. The fiscal year of the Association may be set by Board resolution, and, in the absence thereof, shall be the calendar year.

(273900.1} 13

Deed Doc: COVE

Recorded 05/11/2009 10:38AM After Recording Retum To: G. Marcus Hodge

Fortson, Bentley & Griffin, P.A. Hevedly Logan

2500 Daniell's Bridge Road Building 200, Suite 3A Clerk Superior Court, Athens-Clarke County, Ga. Athens, Ga 30606 BL 03596 ₽ 0357-0360

FIRST AMENDMENT TO MASTER DECLARATION OF PROTECTIVE

COVENANTS, CONDITIONS, RESTRICTIONS AND EASEMENTS FOR

SUMMERVILLE, A MIXED USE NEIGHBORHOOD

Liability Company, as Declarant and is made for the purpose of amending the Master

Declaration of Protective Covenants, Conditions, Restrictions and Easements for Summerville, a Mixed Use Neighborhood.

WITNESSETH:

WHEREAS, Westpark Holdings, L.L.C. (hereinafter the "Declarant") is the Declarant of that certain Master Declaration of Protective Covenants, Conditions, Restrictions and Easements for Summerville dated April 10, 2006, recorded in Deed Book 3079, page 107, in the Office of the Clerk of the Superior Court of Athens-Clarke County, Georgia, (hereinafter the

"Declaration'"); and

WHEREAS, Westpark Holdings, L.L.C. as Declarant is desirous of amending the

Declaration as hereinafter provided.

NOW THEREFORE, for and in consideration of One Dollar ($1.00) and other good and valuable consideration, the Declaration is amended, modified and changed as follows:

1. Section 7.2.2 of the Declaration is hereby amended by deleting the first sentence

therein in its entirety, and the following is substituted in lieu therefor:

'All Units within a Parcel designated by Declarant as 'residential" shall be used for

"owner-occupied" residential purposes exclusively, except for those Units located in the

Attached Single Family Townhomes Residential Parcel, which may be leased only for terms of twelve months or longer and in accordance with the terms set forth in Section 7.26."

2. The following Section 7.26 is hereby added to the Declaration:

"Leasing of Unit. No Unit Owner shall lease his Unit, unless such Unit is located in the Attached Single Family Townhomes Residential Parcel or such Owner also occupies a portion of

BL 03596 Pg 0358

his Unit during the term of the lease. Any lease agreement by a Unit Owner shall be subject to the covenants and restrictions of this Declaration and subject to any part of the rules and regulations governing leasing established by the Board. Any lease agreement shall be required to provide that the lessee, sublessee, his invitees, and guests comply with the terms of this Declaration and that any failure by the lessee, sublessee, his or her invitees, or guests to comply with the terms of the Declaration shall be a default under the lease. All leases shall be required to be in writing. This Section and any part of the rules and regulations relating to the leasing of Units established by the Board shall not apply to any lease or leases which may be entered into by the Declarant; provided, however, the occupancy of any Unit by any lessee of the Declarant shall be otherwise subject to the provisions of this Declaration. A copy of any lease by a Unit Owner shall be provided to the Association within ten (10) days of the date of execution of said leaseiẠồi

3. Except as modified herein, Westpark Holdings, L.L.C., as Declarant hereby ratifies and republishes all provisions of the Master Declaration of Protective Covenants, Conditions, Restrictions and Easements for Summerville, a mixed use neighborhood.

IN WITNESS WHEREOF, the duly authorized member of the Declarant has set his hand and affixed his seal to this First Amendment on the date and year first above written.

WESTPARK HOLDINGS, L.L.C, a Georgia limited liability company

BY:_ Lod leng _(SEAL) W.H. Kimbrough, Jr.

As Its: Authorized Member

Signed, sealed and delivered in the

presence oi:

Jegeta theach

nornicial Witnes

NOTARY PUBLIC

STEAD

NOTARY

PUDLIO IA

CO..

BL 03596 ₽¿ 0359

CONSENT AND JOINDER OF WESTPARK CORPORATE CENTER, L.L.C.

WestPark Corporate Center, L.L.C., a Georgia limited liability company hereby consents to this First Amendment to Master Declaration of Protective Covenants, Conditions, Restrictions, and Easements.

WESTPARK CORPORATE CENTER, L.L.C., a Georgia limited liability company

BY: WESTPARK HOLDINGS, L.L.C., a Georgia limited liability company, its sole member

By: Д(Seal) Member We Kente, i, Authorized

Signed, sealed and delivered in the

presence of:

IP. Means

Notary Public

PUBLICE

BL 03596 ₽¿ U360

CONSENT AND JOINDER OF THE SUMMERVILLE DEVELOPMENT COMPANY, LLO

The Summerville Development Company, LLC, a Georgia limited liability company hereby consents to this First Amendment to Master Declaration of Protective Covenants, Conditions, Restrictions, and Easements.

THE SUMMERVILLE DEVELOPMENT COMPANA, LEC, a Georgia limited hability company

By _(Seal) Eric Jensen, Authorized Memeer

By: _(Seal) W. H. Kimbrough, Jr., Authorized Member

Signed, sealed and delivered in the

presence pr:

ida each

611 tairs

Notary Public

NOTARY

PTO LIO

CO.

378448.1

Deed Doc: COVE

Recorded 09/07/2022 08:32AM

Beverly Logan, Clerk Superior

Court

Athens-Clarke County, Ga.

Bk 05416 Pg 0001-0058

Penalty: $0.00

Upon Recording Please Return To: Interest: $0.00

Amy H. Bray, Esq. Participants: 0283063948

Coulter & Sierra, LLC

1770 Indian Trail Road, Suite 440

Norcross, Georgia 30093

(404) 554-2071

DECLARATION OF PROTECTIVE COVENANTS,

CONDITIONS, RESTRICTIONS AND EASEMENTS

FOR

SUMMERVILLE T

THIS INSTRUMENT ESTABLISHES A MANDATORY MEMBERSHIP HOMEOWNERS ASSOCIATION BUT DOES NOT SUBMIT THIS DEVELOPMENT TO THE PROVISIONS OF THE GEORGIA PROPERTY OWNERS' ASSOCIATION ACT, O.C.G.A. § 44-3-220 ET SEQ.

Bk 05416 Pg 00002

DECLARATION OF PROTECTIVE COVENANTS, CONDITIONS,

RESTRICTIONS AND EASEMENTS

FOR

SUMMERVILLE II

- TABLE OF CONTENTS -

Page Number ARTICLE 1 DEFINITIONS..

1.1 APPROVED BUILDER...

1.2 ARTICLES OF INCORPORATION..

1.3 ASSOCIATION .. .00i

BOARD OF DIRECTORS OR BOARD.

1.5 BYLAWS ....

1.6 COMMON PROPERTY

COMMUNITY.

1.8 DECLARANT

1.9 LOT .......

10 MORTGAGE

MORTGAGEE

2 OCCUPANT

3 OWNER ..

4 PERSON

15 SUPPLEMENTARY DECLARATION. w w 16 TOTAL ASSOCIATION VOTE ..

ARTICLE 2 PROPERTY SUBJECT TO THIS DECLARATION

2.1 PROPERTY HEREBY SUBJECTED TO THIS DECLARATION.

2.2 UNILATERAL ANNEXATION BY DECLARANT.

2.3 OTHER ANNEXATION..

2.4 WITHDRAWAL OF PROPERTY..

ARTICLE 3 ASSOCIATION MEMBERSHIP AND VOTING RIGHTS.

3.1 MEMBERSHIP.

3.2 VOTING ..

3.3 NOTICE OF SALE OR ACQUISITION

ARTICLE 4 ASSESSMENTS..

4.1 PURPOSE OF ASSESSMENTS

4.2 CREATION OF THE LIEN AND PERSONAL OBLIGATION FOR ASSESSMENTS

4.3 GENERAL ASSESSMENTS ..

4.4 SPECIAL ASSESSMENTS

4.5 SPECIFIC ASSESSMENTS..

4.6 SUBORDINATION OF LIENS TO MORTGAGES

4.7 REMEDIES OF THE ASSOCIATION ....

4.8 DATE OF COMMENCEMENT OF ASSESSMENTS 00 00 00 00200 4.9 BUDGET DEFICITS DURING DECLARANT CONTROI

4.10 FAILURE TO ASSESS.

4.1 ESTOPPEL LETTER

Bk 05416 Pg 00003

4.12 INITIATION FEE . 8 4.13 FORECLOSURE ADMINISTRATION FEE 9

ARTICLE 5 MAINTENANCE; COMMON PROPERTY ..9 5.1 OWNER'S RESPONSIBILITY.

5.2 ASSOCIATION'S RESPONSIBILITY

5.3 FAILURE TO MAINTAIN.

5.4 MAINTENANCE STANDARDS AND INTERPRETATIONS .

5.5 PARTY WALLS AND FENCING.

5.6 CONVEYANCE OF COMMON PROPERTY BY DECLARANT TO ASSOCIATION; NO IMPLIED RIGHTS.

5.7 PARTITION..

5.8 CONDEMNATION

5.9 LIABILITY .

ARTICLE 6 ARCHITECTURAL STANDARDS • 14 6.1 GENERAL .14 6.2 GUIDELINES AND PROCEDURES

6.3 LIMITATION OF LIABILITY.

6.4 NO WAIVER

6.5 VARIANCES ..

6.6 ENFORCEMENT

6.7 ARCHITECTURAL REVIEW COMMITTEE

ARTICLE 7 USE RESTRICTIONS AND RULES .16

7.1 RULES AND REGULATIONS

7.2 RESIDENTIAL USE..

7.3 SIGNS

7.4 VEHICLES; PARKING

7.5 LEASING

7.6 ANIMALS AND PETS

NUISANCE

7.8 UNSIGHTLY OR UNKEMPT CONDITIONS.

7.9 ANTENNAE

7.10 GUNS .

FENCES

.12 AIR-CONDITIONING UNITS.

.13 LIGHTING

7.14 ARTIFICIAL VEGETATION, PLAY EQUIPMENT, EXTERIOR SCULPTURE AND SIMILAR ITEMS

7.15 FLAGS

7.16 ENERGY CONSERVATION EQUIPMENT.

7.17 CLOTHESLINES..

7.18 WINDOW TREATMENTS..

7.19 STORM AND SCREEN DOORS AND WINDOW:

7.20 DRAINAGE...

7.21 GARBAGE CANS, FIREWOOD, ETC.

7.22 SUBDIVISION OF UNIT..

7.23 GARAGE SALES

7.24 CREEK BUFFER ..

7.25 WETLANDS, PONDS, CREEKS AND STREAMS

7.26 CONSERVATION AREA ..

ARTICLE 8 INSURANCE AND CASUALTY LOSSES

8.1 HAZARD INSURANCE ON COMMON PROPERTY

8.2 ASSOCIATION LIABILITY INSURANCE..

8.3 DIRECTORS' AND OFFICERS' LIABILITY INSURANCE

8.4 FIDELITY INSURANCE

Bk 05416 Pg 00004

8.5 ADDITIONAL ASSOCIATION INSURANCE..... :24 8.6 PREMIUMS AND DEDUCTIBLES ON ASSOCIATION POLICIES..

8.7 GENERAL INSURANCE PROVISIONS .. .24 8.8 INDIVIDUAL UNIT OWNER INSURANCE ..24 8.9 DAMAGE AND DESTRUCTION .. ..24 ARTICLE 9 MORTGAGEE PROVISIONS. ...25 9.1 NOTICES OF ACTION ...25 9.2 AUDIT. ...25 9.3 NO PRIORITY . ..26 ARTICLE 10 EASEMENTS ...26 10.1 GENERAL. ...26 10.2 EASEMENTS FOR USE AND ENJOYMENT.. ...26 10.3 EASEMENTS FOR ENCROACHMENT AND OVERHANG . ...27 10.4 EASEMENTS FOR DRIVEWAY ENCROACHMENT... ...27 10.5 EASEMENT FOR UTILITIES - ASSOCIATION AND DECLARANT

10.6 EASEMENT FOR UTILITIES - UNIT OWNER.

10.7 EASEMENT FOR EMERGENCY ENTRY.

10.8 EASEMENT FOR ASSOCIATION MAINTENANCE

10.9 EASEMENT FOR UNIT MAINTENANCE..

10.10 EASEMENT FOR DRAINAGE ..

10.11 EASEMENT DURING CONSTRUCTION AND SALE PERIOD

ARTICLE 11 GENERAL PROVISIONS..

ENFORCEMENT

. 1.2 DURATION..

1.3 OCCUPANTS BOUND..

11.4 SELF-HELP .

11.5 TERMINATION OF RIGHTS OF DECLARANT

11.6 AMENDMENT

. 1.7 GENDER AND GRAMMAR

1.8 SEVERABILITY.

1.9 CAPTIONS..

10 NO MERGER ..... PREPARER ..

2 NOTICES,

3 PERPETUITIES.

4 NO DISCRIMINATION

15 INDEMNIFICATION

16 AGREEMENTS .33 17 VARIANCES . .33 18 LITIGATION .33 11.19 SECURITY AND SAFETY.. .33

EXHIBIT "A" - PROPERTY DESCRIPTION

EXHIBIT "B" - ADDITIONAL PROPERTY WHICH MAY BE UNILATERALLY SUBMITTED TO THIS

DECLARATION BY DECLARANT

EXHIBIT "C" • BYLAWS OF THE SUMMERVILLE II COMMUNITY ASSOCIATION, INC.

Bk 05416 Pg 00005

DECLARATION OF PROTECTIVE COVENANTS, CONDITIONS,

RESTRICTIONS AND EASEMENTS

FOR

SUMMERVILLE II

THIS DECLARATION is made on the date hereinafter set forth by JENNINGS MILL DEVELOPMENT, LLC, a Georgia limited liability company, (hereinafter sometimes called "Declarant?);

WITNESSETH

WHEREAS, Declarant is the owner, or if not the owner, has the consent of the owner, of the real property described in Exhibit "A" hereof; and

WHEREAS, Declarant desires to subject the real property described in Exhibit "A' hereofto the provisions of this Declaration to create a residential Community of single-family housing and to provide for the subjecting of other real property to the provisions of this Declaration;

NOW, THEREFORE, Declarant hereby declares that the real property described in Exhibit Al attached hereto and by this reference incorporated herein is hereby subjected to the provisions of this Declaration and shall be held, sold, transferred, conveyed, used, occupied, mortgaged and otherwise encumbered subject to the covenants, conditions, restrictions, easements, assessments and liens, hereinafter set forth, which are for protecting the value and desirability of and which shall run with the title to, the real property hereby and hereafter made subject hereto and shall be binding on all persons having any right, title or interest in all or any portion of the real property now and hereafter made subject hereto, their respective heirs, legal representatives, successors, successors-in-title and assigns and shall inure to the benefit of each owner of all or any portion

Article 1

Definitions

The following words when used in this Declaration or in any Supplementary Declaration shall have the following meanings:

1.1 "Approved Builder" means a home builder approved by Declarant for the construction of houses on Lots which home builder has been granted rights of Approved Builder hereunder by the Declarant in a written instrument. Declarant may grant rights of Approved Builder to one or several home builders.

Bk 05416 Pg 00006

1.2 "Articles of Incorporation" means the Articles of Incorporation of Summerville II Community Association, Inc., filed with the Georgia Secretary of State and incorporated herein by this reference as may be amended from time to time.

1.3 "Association" means Summerville II Community Association, Inc., a Georgia nonprofit corporation, its successors and assigns.

1.4 "Board of Directors" or "Board" means the appointed or elected body of the Association, vested with the authority to manage the affairs of the Association under the Georgia Nonprofit Corporation Code, O.C.G.A. § 14-3-101 et seq.

1.5 "Bylaws" means the Bylaws of Summerville II Community Association, Inc., attached to this Declaration as Exhibit "C" and incorporated herein by this reference as may be amended from time to time.

1.6 "Common Property' means any and all real and personal property, and the facilities and improvements located thereon, now or hereafter owned by the Association for the common use and enjoyment of the Owners.

1.7 "Community' refers to that certain real property described in Exhibit "A", attached hereto, and such additions thereto as may be made by Supplementary Declaration as provided herein.

1.8 "Declarant" means Jennings Mill Development, LLC, a Georgia limited liability company, and its successors-in-title and assigns; provided that in a recorded instrument, such successor-in-title or assignee is designated as the Declarant hercunder by the then holder of all of the rights of Declarant hereunder; and, provided, further, upon the effective date of the designation of a successor Declarant, all rights of the former Declarant in and to such status as Declarant hereunder shall cease, it being understood that there shall be only one holder of the rights of Declarant hereunder at any one point in time.

1.9 "Lot" shall mean any plot of land within the Community, whether or not improvements are constructed thereon, which constitutes or will constitute, after the construction of improvements, a single dwelling site, as shown on the subdivision plat(s) for the Community, recorded in the land records of Athens-Clarke County, Georgia. The ownership of each Lot shall include, and there shall automatically pass with the title to each Lot as an appurtenance thereto, whether or not separately described, membership in the Association and all of the rights and interest of an Owner in the Common Property, as herein provided.

1.10 "Mortgage" means any and all instruments used for the purpose of encumbering real property in the Community as security for the payment or satisfaction of an obligation, including, without limitation, any mortgage, deed to secure debt or deed of trust.

1.11 "Mortgagee" means the holder of a Mortgage.

1.12 "Occupant" means any Person occupying all or any portion of a Lot or other property located within the Community for any period of time, regardless of whether such Person is a tenant

Bk 05416 Pg 00007

of the Owner of such property.

1.13 "Owner" means the record owner, whether one or more Persons, of the fee simple title to any Lot located within the Community, excluding, however, any Person holding such interest merely as security for the performance or satisfaction of any obligation.

1.14 "Person" includes any individual, individual acting in a fiduciary capacity, corporation, limited partnership, limited liability company, general partnership, joint stock company, joint venture, association, company or other organization, recognized as a separate legal entity under Georgia law.

1.15 "Supplementary Declaration" means an amendment or supplement to this Declaration which subjects additional property to this Declaration and/or imposes additional covenants, conditions, restrictions or casements on the land described therein.

1.16 "Total Association Vote" means the votes attributable to the entire membership of the Association (including votes of Declarant) as of the record date for such action, whether or not such members are present or represented at the meeting, if any, where such votes are to be cast.

Article 2

Property Subject To This Declaration

2.1 Property Hereby Subjected To This Declaration. The real property which is, by the recording of this Declaration, subject to the covenants, conditions, restrictions and easements hereinafter set forth and which, by virtue of the recording of this Declaration, shall be held, transferred, sold, conveyed, used, occupied and encumbered subject to this Declaration is the real property described in Exhibit "A" attached hereto and by this reference made a part hereof.

2.2 Unilateral Annexation By Declarant. As the owner thereof or, if not the owner, with the consent of the owner thereof, Declarant shall have the unilateral right, privilege, and option from time to time at any time until fifteen (15) years after the recording of this Declaration to subject all or any portion of the real property described in Exhibit "B' attached hereto and by this reference incorporated herein, to the provisions of this Declaration and the jurisdiction of the Association by filing for record in the county in which the property to be annexed is located a Supplementary Declaration describing the property being subjected. Declarant intends to annex hereto the property contained in Declarant's land plan for the development as amended from time to time which property is a portion of the property described in Exhibit"B(r). However, inclusion of property on Declarant's pelation to the elation any an on til te

Supplementary Declaration unless a later effective date is provided therein. As long as covenants applicable to the real property previously subjected to this Declaration are not materially changed and as long as rights of existing Owners are not materially and adversely affected, the Declarant may unilaterally amend this Declaration to reflect the different character of any such annexed real property. If any land is not subjected to this Declaration, Declarant's reserved rights shall not impose

Bk 05416 Pg 00008

any obligation on Declarant to impose any covenants and restrictions similar to those contained herein upon such additional land nor shall such rights in any manner limit or restrict the use to which such additional land may be put by Declarant or any subsequent owner thereof, whether such uses are consistent with the covenants and restrictions imposed hereby or not.

2.3 Other Annexation. With the exception of any property that may be unilaterally annexed by the Declarant in accordance with this Declaration, upon the written consent of: (a) the owners) thereof; (b) the Declarant; (c) the Owners of at least two-thirds of the Lots, the Association may annex real property to the provisions of this Declaration and the jurisdiction of the Association by filing a Supplementary Declaration describing the property being annexed for record in AthensClarke County, Georgia. Any such Supplementary Declaration shall be executed on behalf of the Association by the President of the Association whose signature shall be attested by the Secretary of the Association. The annexation shall be effective only upon the filing for record of such Supplementary Declaration, unless a later effective date is provided therein.

2.4 Withdrawal of Property. Declarant reserves the right to amend this Declaration so long as it has a right to annex additional property pursuant to this Article for the purpose of removing any portion of the Community then owned by Declarant or the Association from the coverage of this Declaration, to the extent originally included in error or as a result of any changes whatsoever in the plans for the Community, provided such withdrawal is not unequivocally contrary to the overall, uniform scheme of development for the Community. Any such withdrawal shall be accomplished by the filing for record an amendment to this Declaration describing the property removed and shall be effective upon filing for record in the Office of the Clerk of Superior Court of Athens-Clarke County, Georgia unless a later effective date is provided therein. Such amendment shall be executed by the Declarant and the Owners) of the property being removed and shall not require the vote or consent of any other Person.

Article 3

Association Membership and Voting Rights

3.1 Membership. Every Person who is the record owner of a fee or undivided fee interest in any Lot that is subject to this Declaration shall have a membership in the Association. The foregoing is not intended to include Persons who hold an interest merely as security for the performance of an obligation, and the giving of a security interest shall not terminate the Owner's membership. No Owner, whether one or more Persons, shall have more than one (1) membership per Lot. Membership shall be appurtenant to and may not be separated from ownership of a Lot. The rights and privileges of membership, including the right to hold office, may be exercised by a member or the spouse of a member, but in no event shall more than one (1) Person representing a single membership hold office at the same time. This Section is not intended to prohibit the same individual from being both an officer and a director of the Association. Nothing in this Section shall restrict the number of votes cast or the number of the officers and directors appointed by the Declarant.

3.2 Voting. Members shall be entitled to one vote for each Lot owned. When more than one Person holds an ownership interest in a Lot, the vote for such Lot shall be exercised as those Owners

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themselves determine and advise the Secretary prior to any meeting or referendum. The vote attributable to a Lot shall be suspended in the event more than one Person seeks to exercise it. The Board of Directors may suspend the voting rights of an Owner for any period during which any past due assessment against any Lot of the Owner remains unpaid; and, for a reasonable period of time for an infraction of the Declaration, Bylaws or rules and regulations.

3.3 Notice of Sale or Acquisition. Owners must keep the Association apprised of their name, address and telephone number. Accordingly, prior to the sale of a Lot, the Owner shall provide the Association with written notice of the name of the purchaser and the date, time and place of the closing. Upon acquisition of a Lot, each new Owner shall provide the Association with written notice of the name, mailing address and telephone number of the Owner and the names of the Occupants of the Lot. All Owners shall notify the Association of any change in name, address or telephone number.

Article 4

Assessments

4.1 Purpose of Assessments. The assessments provided for herein shall be used for the general purposes of promoting the recreation, health, safety, welfare, common benefit, and enjoyment of the Owners of Lots, including, without limitation, the maintenance of real and personal property, all as may be more specifically authorized from time to time by the Board of Directors.

4.2 Creation of the Lien and Personal Obligation for Assessments. Each Owner of a Lot, by acceptance of a deed therefor, whether or not it shall be so expressed in such deed, covenants and agrees to pay to the Association: (a) general assessments; (b) special assessments; and (c) specific assessments. All such assessments, together with late charges, interest (at a rate of ten percent [10%] per annum on the principal amount due) and costs of collection, including, without limitation, reasonable attorney's fees actually incurred, shall, from the time the sums become due and payable, be a charge on the land and shall be a continuing lien in favor of the Association on the Lot against which each assessment is made. The recording of this Declaration shall constitute record notice of the existence of the lien and no further recordation of any claim of lien shall be required. Each such assessment, together with such late charges, interest and costs, shall also be the personal obligation of the Person who was the Owner of the Lot at the time the assessment fell due. Each Owner shall be personally liable for the portion of each assessment coming due while the Owner of a Lot, and each grantee of an Owner shall be jointly and severally liable for such portion thereof as may be due and payable at the time of conveyance; provided, however, the liability of a grantee for the unpaid assessments of the grantor shall not apply to any first Mortgagee taking title through foreclosure proceedings. No Owner may waive or otherwise exempt themselves from liability for the assessments provided for herein, including, by way of illustration, but not limitation, abandonment of the Lot. No diminution or abatement of any assessment shall be claimed or allowed by reason of any failure of the Association to take some action or perform some function required to be taken or performed by the Association, the obligation to pay assessments being a separate and independent covenant on the part of each Owner. All payments shall be applied first to costs, then to late charges, then to interest and then to delinquent assessments.

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4.3 General Assessments. It shall be the duty of the Board to prepare a budget covering the estimated costs of operating the Association during the coming year. The Board shall cause the budget and the assessments to be levied against each Lot for the year to be delivered to each member at least thirty (30) days prior to the due date of any general assessment. The budget and the assessment shall become effective unless disapproved at a meeting by a majority of the Total Association Vote and the Declarant. Notwithstanding the foregoing, however, in the event the membership disapproves the proposed budget or the Board fails for any reason to determine the budget for any period, then and until such time as a budget shall have been determined, as provided herein, the budget in effect shall continue. General assessments shall be levied equally on all similarly situated Lots and shall be paid in such manner and on such dates as may be fixed by the Board of Directors, which may include, without limitation, acceleration, upon ten (10) days' written notice for delinquents. Unless otherwise provided by the Board, the assessment shall be paid monthly. General assessments include any sums the Board determines necessary for the continued ownership, operation and maintenance of the Common Property, operating expenses of the Association, payment for any items of betterment and the establishment of reserve funds as the Board shall deem proper. General assessments may include, without limitation, sums for property taxes, insurance premiums, legal and accounting fees, management fees, charges for utilities (including, to the extent provided by the Association, all water supplied to the Community), cleaning and janitor services, Community trash collection as provided in this Declaration, landscape maintenance, expenses and liabilities incurred as provided herein and in the Articles of Incorporation and Bylaws for indemnification of officers and directors and in connection with the enforcement of rights and duties of the Association against Owners and others.

4.4 Special Assessments. In addition to the general assessment, the Board may, at any time, and in addition to any other rights it may have, levy a special assessment against all Owners, notice of which shall be sent to all Owners. Any special assessment which would cause the average total of special assessments levied in one (1) fiscal year to exceed Two Hundred Dollars ($200.00) shall be approved by a majority of the Total Association Vote and the Declarant prior to becoming effective. The Board may permit a special assessment to be paid in installments extending beyond the fiscal year in which the special assessment is imposed.

4.5 Specific Assessments. The Board shall have the power to levy specific assessments as, in its discretion, it shall deem appropriate. Failure of the Board to exercise its authority under this Section shall not be grounds for any action against the Association and shall not constitute a waiver of the Board's right to exercise its authority under this Section in the future with respect to any expenses, including an expense for which the Board has not previously exercised its authority under this Section. Fines levied pursuant to this Declaration and the costs of maintenance performed by the Association for which the Owner is responsible shall be specific assessments. The Board of Directors may also specifically assess Owners for Association expenses as follows: (a) expenses of the Association which benefit less than all of the Lots may be specifically assessed equitably among all of the Lots which are benefited according to the benefit received; and (b) expenses of the Association which benefit all Lots, but which do not provide an equal benefit to all Lots, may be assessed equitably among all Lots according to the benefit received.

4.6 Subordination of Liens to Mortgages. The lien of all assessments authorized herein is hereby made subordinate to the lien of any first Mortgage placed on a Lot if, but only if, all

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assessments and charges with respect to such Lot authorized herein having a due date on or prior to the date of the Mortgage as filed of record have been paid. The lien hereby subordinated is only such lien as relates to assessments and charges authorized hereunder having a due date subsequent to the date such Mortgage is filed of record and prior the satisfaction, cancellation or foreclosure of such Mortgage or the sale or transfer of the Lot pursuant to any proceeding in lieu of foreclosure or the sale of transfer of the Lot pursuant to a sale under power contained in such Mortgage. Such subordination is merely a subordination and shall not relieve the Owner of the Lot of the personal obligation to pay all assessments coming due during such period of ownership; shall not relieve such Lot from the lien provided for herein (except to the extent a subordinated lien is extinguished as a result of such subordination as against a Mortgagee or such Mortgagee's assignee or transferee by foreclosure or by sale under power); and no sale or transfer of such Lot to the Mortgagee or to any other Person pursuant to a decree of foreclosure, or pursuant to any other proceeding in lieu of foreclosure or pursuant to a sale under power, shall relieve any existing or previous Owner of such Lot of any personal obligation or relieve such Lot or the then Owner of such Lot from liability for any assessment authorized hereunder become due after such sale and transfer.

4.7 Remedies of the Association. Any assessments or installments thereof which are not paid when due shall be delinquent. In addition to the lien rights, the personal obligation of the then Owner to pay such assessments shall remain such Owner's personal obligation and shall also pass to such Owner's successors-in-title. Such Owner shall nevertheless remain as fully obligated as before to pay to the Association any and all amounts which such Owner was obligated to pay immediately preceding the transfer; and such Owner and such successors-in-title shall be jointly and severally liable with respect thereto, notwithstanding any agreement between such Owner and such successors-in-title creating any indemnification of the Owner or any relationship of principal and surety as between themselves. Any assessment or installment thereof that is delinquent for a period of more than ten (10) days shall incur a late charge in the amount of the greater of Ten ($10.00) Dollars or Ten percent (10%) of the amount due and interest shall be imposed at a rate of ten percent (10%) per annum on the principal amount due. The Association may cause a notice of delinquency to be given to any Owner who has not paid within ten (10) days following the due date. In the event that the assessment remains unpaid after sixty (60) days, the Association may institute suit to collect such amounts and/or to foreclose its lien. The Association may file a claim of lien with the Office of the Clerk of Superior Court of Athens-Clarke County, Georgia, but no such claim of lien shall be required to establish or perfect the lien for unpaid assessments. Each Owner, by acceptance of a deed vests in the Association the right and power to bring all actions against such Owner personally, for the collection of such charges as a debt or to foreclose the lien. The lien provided for in this Declaration shall be in favor of the Association and shall be for the benefit of all Owners. The Association shall have the power to bid on the Lot at any foreclosure sale and to acquire, hold, lease, mortgage and convey the same. The Association may also suspend the membership rights of the delinquent Owner for any assessments or installments which are not paid, including the right to vote, the right of enjoyment in and to the Common Property (other than access to such Owner's Lot) and the right to receive and enjoy such servicing and other benefits as may then be provided by the Association, including without limitation, suspension of utility services provided by the Association, including but not limited to, the suspension of water service to a Lot, until all assessments, costs and re-connection charges are paid in full. Any such suspension shall not affect such member's obligation to pay assessments coming due during the period of such suspension and shall not affect the permanent lien on such Lot in favor of the Association.

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4.8 Date of Commencement of Assessments. Assessments shall commence when the Board of Directors first determines a budget and levies assessments. The assessments provided for herein shall commence as to a Lot on first day of the month following the date a certificate of occupancy is issued on the Lot. The Declarant or any builder which the Declarant has designated in writing as an Approved Builder shall be exempt from the payment of assessments on any Lot on which the Declarant or the Approved Builder is the record title owner, provided, however, if any such Lot is occupied for residential purposes, assessments shall commence on the Lot.

4.9 Budget Deficits During Declarant Control. For so long as the Declarant has the authority to appoint the directors and officers of the Association, Declarant may: (a) advance funds to the Association sufficient to satisfy the deficit, if any, between the actual operating expenses of the Association (but specifically not including an allocation for capital reserves), and the sum of the annual, special and specific assessments collected by the Association in any fiscal year (such advances shall be evidenced by promissory notes from the Association in favor of the Declarant); or (b) cause the Association to borrow such amount from a commercial lending institution at the then prevailing rates for similar loans in the local area of the Community. No Mortgage secured by the Common Property or any of the improvements maintained by the Association shall be given in connection with such loan.

4.10 Failure to Assess. The omission or failure of the Board to fix the assessment amounts or rates or to deliver or mail to each Owner an assessment notice shall not be deemed a waiver, modification, or a release of any Owner from the obligation to pay assessments. In such event, each Owner shall continue to pay assessments on the same basis as for the last year for which an assessment was made, if any, until a new assessment is made, at which time any shortfalls in collections may be assessed retroactively by the Association.

4.11 Estoppel Letter. The Association shall, within five (5) days after receiving a written request therefor and for a reasonable charge, as established by the Board, certify to the amount of any unpaid assessments constituting a lien on a specified Lot. A certification letter signed by an officer of the Association or the Association's managing agent, if any, as to the amount of assessments due with respect to a Lot shall be binding upon the Association.

4.12 Initiation Fee. Upon conveyance of title to a Lot to the first Owner, and upon each and every conveyance thereafter, an initiation fee in an amount as may be set by the Board of Directors by resolution but in no event greater than twice the then-current annual assessment for the Lot shall be collected from the purchaser at the closing of such transaction and paid to the Association. Notwithstanding the foregoing, an initiation fee shall not be collected in the following situations: 1) conveyances to the Declarant or a builder approved by the Declarant, said approved builder being designated as such in writing by the Declarant; 2) conveyances to the spouse of the Owner; and 3) conveyances to an heir of the deceased Owner. The initiation fee shall constitute a specific assessment against the Lot, shall be in addition to, not in lieu of, the annual general assessment and shall not be considered an advance payment of such assessment. The initiation fee may be used by the Association for any purpose, including, without limitation, for the payment of operating expenses of the Association and other expenses incurred by the Association pursuant to the provisions of this Declaration.

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4.13 Foreclosure Administration Fee. It is recognized that foreclosures of mortgages on Lots create substantial administrative and other burdens on the Association. These additional burdens on the Association include, but are not limited to, having to monitor the status of mortgages and legal periodicals to determine when foreclosures occur, searching the Athens-Clarke County, Georgia land records to determine the names of the purchasers at foreclosure sales, contacting the foreclosure purchasers/Owners regarding foreclosure-purchaser responsibilities and assessment obligations and updating Association records multiple times to deal with just a single Lot. Pursuant to this Declaration, the Association is authorized to assess individual Owners certain fees and expenses occasioned by and benefiting just those Owners or those Owners' Lots. In accordance with these provisions, and in addition to annual assessments, special assessments, Initiation Fee, and other charges provided for in this Declaration, except as otherwise specifically set forth in this Declaration provided below, any Person who acquires a Lot at a foreclose sale of the mortgage on such Lot, or by deed in lieu of a foreclosure, will be required to pay the Association aạẠForeclosure Administration Fee" of $500.00, or such higher amount as may be set by the Board of Directors by resolution, at the time the foreclosure deed or deed in lieu of foreclosure is recorded in the AthensClarke County, Georgia records. The Foreclosure Administration Fee shall constitute a specific assessment as described in this Declaration and shall be in addition to any outstanding assessments the Association is legally permitted to collect from the buyer at a foreclosure sale and/or the grantee/party receiving a deed in lieu of foreclosure.

Article 5

Maintenance; Common Property

Owner's Responsibility. Each Owner shall maintain and keep his or her Lot, dwelling and all improvements thereon in good repair, condition and order. Such maintenance shall include, without limitation, the following: prompt removal of all litter, trash, refuse and waste; landscaping on his or her Lot except as expressly provided by the Association; tree and shrub pruning; watering landscaped areas; keeping improvements and exterior lighting in good repair and working order; keeping driveways in good repair; complying with all governmental health and police requirements; maintenance of grading and storm water drainage as originally established on the Lot (notwithstanding any applicable local ordinances to the contrary); and maintenance and repair of exterior damage to improvements, including, without limitation, painting and pressure washing as needed. Owners of both attached and detached dwellings shall be responsible for their respective roof and exterior maintenance of their respective dwellings at their own expense.

In addition, Owners shall maintain, repair and/or replace any pipe(s), wire(s), conduit(s) or other apparatus which serve only their Lot, whether said pipe(s), wire(s), conduit(s) or apparatus are located within or outside of a Lot's boundaries. Accordingly, Owners shall maintain, repair or replace as necessary the water line serving the Lot up to the water sub-meter or meter serving that Lot.

Each Owner shall also maintain any public right-of-way located between the Owner's Lot and the curb of the streets) bordering such Lot. Such maintenance shall be performed consistent with this Declaration and the Community Wide Standard established pursuant hereto. Each Owner

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shall perform his or her responsibility hereunder in such manner so as not to unreasonably disturb other Lot Owners.

Subject to the maintenance responsibilities herein provided, any maintenance or repair performed on or to the Common Property by an Owner or Occupant which is the responsibility of the Association hereunder (including, but not limited to landscaping of Common Property) shall be performed at the sole expense of such Owner or Occupant, and the Owner or Occupant shall not be entitled to reimbursement from the Association even if the Association accepts the maintenance or

5.2 Association's Responsibility. The Association shall maintain, keep in good repair, replace and, in the Board of Directors' discretion, improve or alter the Common Property. This maintenance obligation shall include amenities, paved access, parking areas, greenbelts, trees, shrubs, grass, walks, drives and other improvements located on the Common Property. The Association shall also maintain and keep in good repair all water and sewer pipes or stormwater facilities which serve solely the Common Property, to the extent that such pipes and facilities are not maintained by public, private, or municipal utility companies. The Association shall maintain, repair and replace any sidewalks located on Common Property or Lots to the extent the sidewalks are not maintained, repaired and/or replaced by a local municipality. In addition, the Association shall maintain, keep in good repair, replace, and, in the Board of Directors' discretion, improve or alter any retaining wall serving more than one Lot and as shown on the recorded plats for the Community. The Association shall also maintain (whether or not constituting Common Property): (a) storm water detention/retention ponds and storm water drainage facilities serving the Community and which are not maintained by any municipal or governmental authority; (b) any signage or street lights serving the Community which are not maintained by any municipal or governmental authority; (c) any community mailboxes or central mailbox system; and (d) any fencing located solely on Common Property and specifically excluding any portions of a fence located on an Owner's Lot that tie into or connect a fence located on the Common Property.

For landscaping purposes and related charges for landscape services provided by the Association, the Lots within the Community shall be divided into two categories. Category 1 shall consist of detached homes shown as Lots within Block 'A' and Block 'B' on the recorded plat; Category 2 shall consist of attached home Lots within Block 'C' on the recorded plat. The Association shall perform routine mowing, blowing, fertilizing on the front yard of all Lots. This Association obligation shall not include any other landscape services, including, without limitation, sod replacement, tree or shrub trimming or removal except as expressly agreed to by the Association, said services being subject to change by the Association, acting through the Board of Directors, upon at least thirty dayẾotice. The landscape charges for each Category of Lots shall be treated as a specific assessment and shall be in addition to the general assessment against all Lots. The landscape charge for all Lots in a Category shall be the same; however each Category may vary based on the services provided for the Lots in each respective Category. This landscape charge shall be due and payable as determined by the Board of Directors and it shall be directly tied to the cost of performing the landscaping on the different Categories defined above.

The Association shall have the right, but not the obligation, to purchase a termite bond for the attached dwellings within the Community. If the Association exercises this option, all costs and

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expenses shall be specifically assessed back to the attached dwelling Lots and their respective Owners. Additionally, the Association shall have the right, but not the obligation, to provide additional services to Lots and specifically assess the charges incurred to only those Lots benefitted. For example, the Association may assume roof maintenance or painting of the attached dwelling Lots and specifically assess the costs incurred to those Lots and respective Owners.

The Association shall have the right, but not the obligation, to maintain public rights of way adjacent to the Community and other property not owned by the Association, if the Board of Directors in its sole discretion, determines that such maintenance would benefit the Community. At any point thereafter, the Board can cease to maintain such property and such maintenance obligation will revert back to the party originally responsible therefore. The foregoing maintenance shall be performed consistent with the Community Wide Standard.

If, during the course of performing its maintenance responsibilities hereunder, the Board discovers that maintenance, repair or replacement is required of an item which is the Owner's responsibility, and such maintenance, repair or replacement must be performed for the Association to properly complete its maintenance project, then the Association may perform such work on behalf of the Owner and at the Owner's sole expense, without prior notice to the Owner, such being deemed an emergency situation hereunder.

If the Board of Directors determines that the need for maintenance or repair on the Common Property is caused through the willful or negligent act of any Owner or Occupant or his or her family, guests, tenants, or invitees, then the Association may charge the cost of any such maintenance, repair, or replacement as a specific special assessment against the Owner's or Occupant's Lot and the Owner thereof.

The Association shall not be liable for injury or damage to person or property caused by the elements or by the Owner of any Lot, or any other person, or resulting from any utility, rain, snow or ice which may leak or flow from any portion of the Common Property or from any pipe, drain, conduit, appliance or equipment which the Association is responsible to maintain hereunder, unless such injury or damage results directly and solely from the negligence or gross negligence of the Association. The Association shall not be liable to any Owner, or any Owner's Occupant, guest or family for any damage or injury caused in whole or in part by the Association's failure to discharge its responsibilities under this Paragraph where such damage or injury is not a foresceable, natural result of the Association's failure to discharge its responsibilities. No diminution or abatement of assessments shall be claimed or allowed by reason of any alleged failure of the Association to take some action or perform some function required to be taken or performed by the Association under this Declaration, or for inconvenience or discomfort arising from the making of repairs or improvements which are the responsibility of the Association, or from any action taken by the Association to comply with any law, ordinance, or with any order or directive of any municipal or other governmental authority.

5.3 Failure to Maintain. If the Board of Directors determines that any Owner has failed or refused to discharge properly his or her maintenance, repair or replacement obligations pursuant to this Paragraph, then the Association shall give the Owner written notice of: (1) the Owner's failure or refusal; (2) the Association's right to provide necessary maintenance, repair, or replacement at the

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Owner's sole cost and expense; and (3) the maintenance, repair, or replacement deemed necessary by the Board.

Unless the Board determines that an emergency exists or a violation is re-occurring for which notice previously has been issued hereunder, the Owner shall have 10 days within which to complete maintenance or repair, or if the maintenance or repair is not capable of completion within such time period, to commence replacement or repair within 10 days. If the Board determines that an emergency exists, a violation is re-occurring for which notice has been previously issued hereunder or an Owner has not complied with the demand given by the Association hereunder, the Association may provide any such maintenance, repair or replacement, the costs of which shall be a specific special assessment against the Owner and the Lot.

5.4 Maintenance Standards and Interpretation. The Board of Directors may establish, interpret and enforce maintenance standards for the Community. These standards may vary over time, however, the variances shall not constitute a waiver by the Board of the right to establish and enforce maintenance standards under this Paragraph. No Board decision or interpretation regarding maintenance standards shall constitute a binding precedent with respect to subsequent Board decisions or interpretations.

5.5 Party Walls and Fencing. Each wall or fence or other appurtenance, whether built as part of the original construction of the Lots or added pursuant to the Architectural Standards herein, which shall serve and connect any two (2) adjoining Lots shall constitute a party wall or fence and, to the extent not inconsistent with the provisions of this Section, the general rules of law regarding party walls and liability for property damage due to negligent or willful acts or omissions shall apply thereto. The cost of reasonable repair and maintenance of a party wall or fence or appurtenance shall be shared by the Owners who make use of the wall or fence or appurtenance in equal proportions. If a party wall or fence or appurtenance is destroyed or damaged by fire or other casualty, then any Owner who has benefited by the wall or fence or appurtenance may restore it, and the other Owner who is benefited by the wall or fence or appurtenance shall contribute one-half of the cost of restoration, without prejudice, however, to the right of any Owner to call for a larger contribution from any other Owner under any rule of law regarding liability for negligent or willful acts or omissions. In the event of any dispute arising concerning a party wall or fence or appurtenance, or under the provisions of this Section, each party shall appoint one (1) arbitrator. Should any party refuse to appoint an arbitrator within ten (10) days after written request therefor by the Board of Directors, the Board shall appoint an arbitrator for the refusing party. The arbitrators thus appointed shall appoint one (1) additional arbitrator and the decision by a majority of all three (3) arbitrators shall be binding upon the parties and shall be a condition precedent to any right of legal action that either party may have against the other.

5.6 Conveyance of Common Property by Declarant to Association; No Implied Rights. The Declarant may transfer or convey to the Association at any time and from time to time any personal property and any interest in improved or unimproved real property. Such conveyance shall be deemed to be accepted by the Association upon delivery of any personal property or upon recordation of an instrument of conveyance of any interest in real property, and the property shall thereafter be Common Property to be used and maintained by the Association for the benefit of its members. The Association hereby constitutes and appoints Declarant as its agent and attorney-in-

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fact to accept on behalf of the Association any conveyance to the Association and to execute on behalf of the Association any and all documents, including, without limitation, deeds and transfer tax declaration forms, necessary or convenient to effectuate and document any such conveyance to the Association. The power and agency hereby granted are coupled with an interest and are irrevocable by death or otherwise. The Declarant shall not be required to make any improvements whatsoever to property to be conveyed and accepted pursuant to this Section and shall have no duty or obligation to convey any property or property rights to the Association regardless of whether or not any such property has been made available for the use of Owners. The Declarant may reserve, by lease, license, easement or otherwise such rights of use and enjoyment in and to all or any portion of the property so conveyed as Declarant may reasonably require so long as such reservation is not materially inconsistent with the overall scheme of development for the Community. Neither the recordation of any subdivision plat nor the use by the Owners or maintenance by the Association of any property shall create any rights, easements or licenses, in the Association or the Owners, express or implied, unless and until any such property rights, easements or licenses are conveyed by the Declarant or the owner of such property to the Association or the Owners, as the case may be, by an instrument recorded in the real estate records of the county where the property is located. For so long as Declarant has the right to annex additional property pursuant to the Declaration, Declarant reserves the right to withdraw, remove, relocate and/or change any boundaries of the Common Property, or any portion thereof, and the Association shall execute any documents necessary to modify any Common Property conveyed to the Association upon request by the Declarant.

5.7 Partition. The Common Property shall remain undivided and no Owner shall bring any action for partition or division of the whole or any part thereof without the written consent of all Owners of all portions of the property located within the Community and without the written consent of all holders of all Mortgages encumbering any portion of the property, including, but not limited to, the Lots.

5.8 Condemnation. In the event of a taking by eminent domain of any portion of the Common Property on which improvements have been constructed, the Association shall restore or replace such improvements so taken on the remaining Common Property, unless within 60 days after such taking, an alternative plan is approved by at least 75% of the Total Association Vote and the consent of Declarant. The provisions of this Declaration applicable to replacement or restoration of damaged improvements on the Common Property shall also apply to and govern the actions to be taken in the event that the improvements are not restored or replaced after a condemnation.

5.9 Liability. Owners, Occupants and their guests shall use the Common Property and all portions of the Community not contained within a Lot at their own risk and shall assume sole responsibility for their personal belongings used or stored thereon. The Association, the Declarant and their respective officers, directors, employees, representatives and agents shall not be held liable for personal injury to any person, nor for loss or damage to personal belongings used or stored on the Common Property or any other portion of the Community. The Association shall not be liable for injury or damage to any Person or property (a) caused by the elements or by an Owner or any other Person, (b) resulting from any rain or other surface water which may leak or flow from any street, pipe, plumbing, drain, conduit, appliance, equipment, security system, or utility line or facility, the responsibility for the maintenance of which is that of the Association, or (c) caused by any street, pipe, plumbing, drain, conduit, appliance, equipment, security system, or utility line or facility, the

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responsibility for the maintenance of which is that of the Association, becoming out of repair. Nor shall the Association be liable to any Owner or Occupant for loss or damage, by theft or otherwise, of any property of such Owner or Occupant.

Article 6

Architectural Standards

6.1 General. No exterior construction, alteration or addition of any improvements of any nature whatsoever (including, without limitation, staking, clearing, excavation, grading, filling, construction of impervious surface, building, exterior alteration of existing improvements, storm and screen doors, storm windows, fencing, change in the exterior color of any existing improvement and planting and removal of landscaping materials), shall be commenced or placed upon any part of the Community unless, installed by the Declarant or an affiliate of the Declarant, approved in accordance with this Article, or otherwise expressly permitted under this Declaration. Any Owner may remodel, paint or redecorate the interior of structures on the Lot without approval hereunder. However, modifications to the interior of porches, patios and similar portions of a structure visible from outside the Lot shall be subject to approval. This Article shall not apply to the activities of the Declarant, affiliates of the Declarant, nor to improvements to the Common Property by or on behalf of the Association. This Article may not be amended without the written consent of the Declarant Thin inger dan be until: (a) the Declarant no longer has the right to unilaterally annex additional property to the Community; and (b) each Lot has been improved with a dwelling for which a certificate of occupancy has been issued.

6.2 Guidelines and Procedures. Except as provided above, no exterior construction, addition or alteration shall be made unless and until plans and specifications shall have been submitted in writing to and approved by the Declarant. Such plans and specifications shall be of sufficient detail to allow the Declarant to make its review and to the extent required by the Declarant shall show the nature, kind, shape, height, materials and location of the proposed improvement. The Declarant may adopt written architectural guidelines and application and review procedures, which may provide for review fees, or, in the Declarant's discretion, impact fees. The Declarant shall have sole and full authority to prepare and to amend, from time to time at its sole discretion and without notice, the architectural guidelines. The Declarant shall make the architectural guidelines available to Owners who seek to engage in construction upon all or any portion of the Community and such Owners shall conduct their operations strictly in accordance therewith. If the Declarant, or the Architectural Review Committee after the Declarant's rights terminate, fails to approve or to disapprove submitted plans and specifications within thirty (30) days after receipt of all required plans and specifications, such approval shall be deemed denied. The Declarant shall be the sole arbiter of such plans and may withhold approval for any reason, including, without limitation, purely aesthetic considerations, and it shall be entitled to stop any construction in violation of any provision of this Declaration. Plans and specifications are not approved for engineering or structural design or quality of materials and by approving such plans and specifications the Declarant assumes no liability or responsibility therefor or for any defect in any structure constructed from such plans and specifications. Additionally, any modifications or improvements made by an Owner shall be maintained, repaired and/or replaced by the Owner or their successors-in-title at his/her sole expense.

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6.2 Limitation of Liability. Plans and specifications are not approved for engineering or structural design or quality of materials and by approving such plans and specifications the Declarant assumes no liability or responsibility therefor or for any defect in any structure constructed from such plans and specifications. Neither Declarant, the Association, nor the officers, directors, members, employees and agents of any of them shall be liable in damages to anyone submitting plans and specifications to any of them for approval or to any Owner of property affected by these restrictions by reason of mistake in judgment, negligence or nonfeasance arising out of or in connection with the approval or disapproval or failure to approve or disapprove any such plans or specifications. Every Person who submits plans and specifications and every Owner agrees that such Person or Owner will not bring any action or suit against Declarant, the Association or the officers, directors, members, employees and agents of any of them to recover any damages and hereby releases, remises, quitclaims and covenants not to sue for all claims, demands and causes of action arising out of or in connection with any judgment, negligence or nonfeasance and hereby waives the provisions of any law which provides that a general release does not extend to claims, demands and causes of action not known at the time the release is given.

6.3 No Waiver. The approval of the Declarant of any proposals or plans and specifications or drawings for any work done or proposed, or in connection with any other matter requiring approval or consent of the Declarant, shall not be deemed to constitute a waiver of any right to withhold approval or consent as to any similar proposals, plans and specifications or drawings or matters whatever subsequently or additionally submitted for approval or consent.

6.4 Variances. Notwithstanding anything to the contrary contained herein, the Declarant or the Board shall be authorized to grant individual variances from any of the provisions of this Declaration and the architectural guidelines if it determines that waiver of application or enforcement of the provision in a particular case is dictated by unique circumstances, such as, but not limited to, topography, natural obstructions, hardship, acsthetic considerations or environmental considerations and would not be inconsistent with the overall scheme of development for the Community. No variance shall (a) be effective unless in writing, (b) be inconsistent with the overall scheme of development for the Community, or (c) estop the Declarant or the Board from denying a variance in other similar circumstances. For purposes of this provision, the inability to obtain approval of any governmental agency or the issuance of any permit, or the terms of any financing shall not be considered a hardship warranting a variance.

6.6 Enforcement. Any structure or improvement placed or made in violation of this Article shall be deemed to be nonconforming. Upon written request from the Declarant, Owners shall, at their own cost and expense, remove such nonconforming structure or improvement and restore the land to substantially the same condition as existed prior to the nonconforming work. Should an Owner fail to remove and restore as required, the Declarant and its agents shall have the right to enter the property, remove the nonconforming structure or improvement, and restore the property to substantially the same condition as previously existed. In addition to, or in lieu of, the Association may elect to impose fines for non-compliance with this Article as provided in this Declaration. All costs, including, without limitation, attorney's fees, may be assessed against the Lot as a specific assessment.

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6.7 Architectural Review Committee. Until (a) the Declarant no longer has the right to unilaterally annex additional property to the Community; and (b) each Lot has been improved with a dwelling for which a certificate of occupancy has been issued, the Declarant shall have the sole right, power and authority under this Article. There shall be no surrender of this right except in a written instrument in recordable form executed by Declarant and recorded in the land records of the Clerk of the Superior Court of Athens-Clarke County, Georgia. Upon expiration or earlier surrender in writing of all or a portion of such right and authority, the Board of Directors shall automatically constitute the Architectural Review Committee of the Association, and shall then have such jurisdiction over architectural control under this Article as may have been relinquished by the Declarant. The Declarant, may, in its sole discretion and at any point, partially surrender its rights hereunder for existing improvements to the Board of Directors and may retain its rights, power and authority under this Article as it relates to new construction. After the termination of all rights of Declarant hereunder, the Board of Directors shall have all right, power and authority to review and approve building and construction activity within the Community and this Article shall then be read and interpreted as if any reference to the authority of or action by the Declarant in this Article were a reference to the authority of or action by the Board of Directors.

Article 7

Use Restrictions and Rules

7.1 Rules and Regulations. The Board of Directors may, from time to time, with the consent of Declarant and without a vote of the members, promulgate, modify or delete rules and regulations applicable to the Community. Such rules and regulations shall be distributed to all Owners prior to the date that they are to become effective and shall thereafter be binding upon all Owners and Occupants until and unless overruled, canceled or modified by a majority of the Total Association Vote and the consent of Declarant.

7.2 Residential Use. Each Lot shall be used for residential purposes exclusively. Leasing of a Lot for residential occupancy shall not be considered a business or business activity. No trade or business of any kind may be conducted in or from a Lot, except that the Owner or Occupant in residence at the Lot may conduct business activities within the house so long as the business activity: (a) does not otherwise violate the provisions of the Declaration or Bylaws; (b) is not apparent or detectable by sight, sound or smell from the exterior of the Lot; (c) does not unduly increase traffic flow or parking congestion; (d) conforms to all zoning requirements for the Community; (e) does not increase the insurance premium paid by the Association or otherwise negatively affect the ability of the Association to obtain insurance coverage; (f) is consistent with the residential character of the Community; (g) does not constitute a nuisance or a hazardous or offensive use; and (h) does not threaten the security or safety of other residents of the Community, all as may be determined in each case in the sole discretion of the Board of Directors. The Board may issue rules regarding permitted business activities. The terms "business" and "trade", as used in this provision, shall be construed to have their ordinary, generally accepted meanings and shall include, without limitation, any occupation, work or activity undertaken on an ongoing basis which involves the provision of goods or services to Persons other than the provider's family and for which the provider receives a fee, compensation, or other form of consideration, regardless of whether: (x) the activity is engaged in full or part-time; (y) the activity is intended to or does generate a profit; or (z) a license is required for the activity.

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7.3 Signs. No sign of any kind shall be erected within the Community without the prior written consent of the Declarant or, after the termination of the rights of Declarant hereunder, the Board of Directors. Notwithstanding the foregoing, the Board and the Declarant shall have the right to erect reasonable and appropriate signs. For-sale signs and security signs not larger than 18-inches by 18-inches and any signs required by legal proceedings may be erected upon any Lot. The provisions of this Section shall not apply to any Mortgagee in possession due to foreclosure of a first Mortgage or as grantee pursuant to any deed in lieu of such foreclosure. The Board may impose a fine of One-Hundred and Fifty and No/100 Dollars ($150.00) per day for display of any sign in violation of this provision which is not removed within twenty-four hours after written demand is delivered to the Owner of that Lot. The Declarant or the Board of Directors may promulgate rules and regulations governing the placement, types and duration of posting of signs, and specifically allowing for temporary signs.

7.4 Vehicles; Parking. Vehicles shall be parked only in appropriate parking spaces serving the Lot or other designated areas, if any. No on-street parking, other than in connection with special events as approved by the Board of Directors, shall be permitted within the Community. All parking shall be subject to such rules and regulations as the Board may adopt. The term "vehicles," as used herein, shall include, without limitation, motor homes, boats, trailers, motorcycles, minibikes, scooters, go-carts, golf carts, trucks, campers, buses, vans and automobiles. The term "parking areasạishall refer to the number of garage parking spaces and the spaces located in the driveway of each Lot. All Lots shall contain a garage; carports shall not be permitted. Garage doors should be kept closed at all times, except during times of ingress and egress from the garage. No vehicle may be left upon any portion of the Community, except in a garage or other area designated by the Board, for a period longer than five days if it is not licensed or if it is in a condition such that it is incapable of being operated upon the public highways. After such five-day period, such vehicle may be removed from the Community by the Board of Directors. Any towed vehicle, boat, personal watercraft, recreational vehicle, motor home, trailer, motorcycle, minibike, scooter, go-cart, golf cart, commercial truck, camper, bus or mobile home regularly stored in the Community or temporarily kept in the Community, except if kept in a garage, for periods longer than 24 hours may be removed from the Community by the Board of Directors. Trucks with mounted campers which are used as a primary means of transportation shall not be considered recreational vehicles provided they are used on a regular basis for transportation and the camper is stored out of public view upon removal. No eighteen wheel trucks or the cabs of such trucks or trucks with a load capacity in excess of three-quarters of a ton shall be parked, kept or stored within the Community except during the time reasonably necessary to provide service or delivery within the Community.

If any vehicle is parked on any portion of the Community in violation of this Section or in violation of the Association's rules and regulations, the Board or agent of the Association may place a notice on the vehicle specifying the nature of the violation and stating that after twenty-four (24) hours the vehicle may be towed. The notice shall include the name and telephone number of the person or entity that will do the towing and the name and telephone number of a person to contact regarding the alleged violation. If twenty-four (24) hours after such notice is placed on the vehicle the violation continues or thereafter occurs again within six (6) months of such notice, the Board or agent of the Association may have the vehicle towed in accordance with the notice, without further notice to the Owner or user of the vehicle.

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If a vehicle is parked in a fire lane, is blocking another vehicle, is obstructing the flow of traffic, is parked on any grassy area, or otherwise creates a hazardous condition, no notice shall be required and the Board or agent of the Association may have the vehicle towed immediately. If a vehicle is towed in accordance with this subparagraph, neither the Association nor any officer or agent of the Association shall be liable to any person for any claim of damage as a result of the towing activity. Notwithstanding anything to the contrary herein, the Board may elect to impose fines or use other available sanctions, rather than exercise its authority to tow.

7.5 Leasing. "Leasing," for purposes of this Paragraph, is defined as regular, exclusive occupancy of a Lot by any person, other than the Owner for which the Owner receives any consideration or benefit, including, but not limited to, a fee, service, gratuity, or emolument. All leases shall be in writing. Unless otherwise provided by the Board of Directors, all leases shall have a minimum term of at least one (1) year, it being the intent of this section to prohibit short term rentals. In addition, the Board may require inclusion of specific terms and conditions in the lease agreement. Any lease of a Lot shall provide that the lessee and all occupants of the leased Lot shall be bound by the terms of this Declaration, the Bylaws, the Articles of Incorporation and the rules and restrictions promulgated by the Board. Notice of any lease, together with such additional information as may be required by the Board, shall be given to the Board by the Owner within seven (7) days of execution of the lease. The Owner must make available to the lessee copies of the Declaration, By-Laws, and the restrictions and rules.

(a) Within seven (7) days after executing a lease agreement for the lease of a Lot, the Lot Owner shall provide the Board of Directors with: (1) a copy of the proposed lease; (2) the names, phone numbers, email addresses, work locations and work phone numbers of all of the proposed occupants of the Lot; (3) the Owner's address, and the Owner's phone number, email address, work location, work phone number and physical street address to be occupied by the Owner when the Lot is leased; and (4) such other information or lease administration fees as may be required by the Board.

(b) Compliance With Declaration, Bylaws, and Rules and Regulations, Use of Common Property, and Liability for Assessments. Any lease of a Lot shall be deemed to contain the following provisions, whether or not expressly therein stated, and each Owner and each lessee, by occupancy of a Lot, covenants and agrees that any lease of a Lot shall contain the following language and agrees that if such language is not expressly contained therein, then such language shall be incorporated into the lease by existence of this covenant on the Lot:

(1) Compliance with Declaration, Bylaws, and Rules and Regulations. The Owner and lessee shall comply with all provisions of the Declaration, Bylaws and Association rules and shall control the conduct of all other occupants and guests of the leased Lot in order to ensure such compliance. The Owner shall cause all occupants of his or her Lot to comply with the Declaration, Bylaws and Association rules, and shall be responsible for all violations by such occupants, notwithstanding the fact that such Occupants are fully liable and may be sanctioned for any such violation.

If a Lot is leased or occupied in violation of this Paragraph or if the

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Owner, lessee, or a person living with the lessee, violates the Declaration, Bylaws, or a rule or regulation, the Association's Board of Directors shall be authorized, in addition to all other available remedies, to levy fines against the lessee and/or the Owner, to suspend all voting and/or Common Property use privileges of the Owner, Occupants and unauthorized tenants) and to suspend all common services to the Lot paid for by the Association as a common expense, including water service to the Lot, subject to the provisions of this Declaration and the Bylaws.

If a Lot is leased or occupied in violation of this Paragraph, the Association may require the Owner to evict the tenant. If the Owner, lessee, or a person living with the lessee, violates the Declaration, Bylaws, or a rule or regulation, such violation is deemed to be a default under the terms of the lease and shall authorize the Owner or the Association, as more fully described herein, to terminate the lease without liability and to evict the lessee in accordance with Georgia law. The Owner hereby delegates and assigns to the Association, acting through the Board, the power and authority of enforcement against the lessee for breaches resulting from the violation of the Declaration, Bylaws, and the rules and regulations adopted pursuant thereto, including the power and authority to evict the lessee as attorney-in-fact on behalf and for the benefit of the Owner, in accordance with the terms hereof. Alternatively, the Association may require the Owner to evict the violating tenant. If the Association proceeds to evict the lessee, any costs, including reasonable attorney's fees actually incurred and court costs associated with the eviction shall be an assessment and lien against the Lot.

(ii) Use of Common Property. The Owner transfers and assigns to the lessee, for the term of the lease, any and all rights and privileges that the Owner has to use the Common Property, including, but not limited to, the use of any and all recreational facilities.

(iii) Liability for Assessments. When a Lot Owner who is leasing his or her Lot fails to pay any annual or special assessment or any other charge for a period of more than thirty (30) days after it is due and payable, then the delinquent Owner hereby consents to the assignment of any rent received from the lessee during the period of delinquency, and, upon request by the Board, lessee shall pay to the Association all unpaid annual and special assessments and other charges payable during and prior to the term of the lease and any other period of occupancy by lessee. However, lessee need not make such payments to the Association in excess of, or prior to the due dates for, monthly rental payments unpaid at the time of the Board's request. All such payments made by lessee shall reduce, by the same amount, lessee's obligation to make monthly rental payments to lessor. If lessee fails to comply with the Board's request to pay assessments or other charges, lessee shall pay to the Association all amounts authorized under Article 4 herein as if lessee were an Owner. The above provision shall not be construed to release the Owner from any obligation, including the obligation for assessments, for which he or she would otherwise be responsible. (c) Applicability of this Section. This Section shall not apply to any leasing transaction entered into by the holder of any first Mortgage on a Lot who becomes the Owner of a Lot through foreclosure or any other means pursuant to the satisfaction of the indebtedness secured by such

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Mortgage. Furthermore, for so long as Declarant is the Owner of any Lot, the provisions of this Section shall not apply to Declarant or the leasing of a Lot by Declarant.

7.6 Animals and Pets. No animals, livestock or poultry of any kind may be raised, bred, kept or permitted on any Lot, with the exception of dogs, cats or other usual and common household pets in reasonable number as determined by the Board. No pets shall be kept, bred or maintained for any commercial purpose. Dogs shall at all times when outside the Lot be kept on a leash or otherwise under control. All pets shall be registered, licensed and inoculated if and as required by law. Animal control authorities shall be permitted to enter the Community to patrol and remove unlicensed pets. An Owner shall not allow any animal waste to remain on the Common Property, Community open space, or any landscaped area maintained by the Association. The keeping of animals and pets in the Community shall be subject to such further rules and regulations as the Board may promulgate from time to time, including, but not limited to, limitations on breed, number of pets or size.

7.7 Nuisance. It shall be the responsibility of each Owner and Occupant to prevent the development of any unclean, unhealthy, unsightly or unkempt condition on a Lot. No property within the Community shall be used, in whole or in part, for the storage of any property or thing that will cause such Lot to appear to be in an unclean or untidy condition; nor shall any substance, thing or material be kept that will emit foul odors or that will cause any noise or other condition that will or might disturb the peace, quiet, safety, comfort or serenity of the occupants of surrounding property. No activity that the Board of Directors determines to be noxious or offensive shall be carried on within the Community. No plants, animals, device or thing of any sort shall be maintained in the Community whose activities or existence is in any way noxious, dangerous, unsightly, unpleasant or of a nature as may, in the reasonable opinion of the Board of Directors, diminish or destroy the enjoyment of the Community by other Owners and Occupants.

7.8 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 in any part of the Community.

7.9 Antennae. No exterior antenna, receiving dish or similar apparatus of any kind for receiving or transmitting of radio or video signals shall be placed, allowed or maintained upon any portion of the Community, including any Lot, unless approved in accordance with the provisions of the Architectural Standards hereof; provided, however, no such approval shall be necessary to install (a) antennas designed to receive direct broadcast satellite services, including direct-to-home satellite services, that are one meter or less in diameter; (b) antennas designed to receive video programming services via multi-point distribution services that are one meter or less in diameter or diagonal measurement; or (c) antennas that are designed and intended to receive television broadcast signals. Owners shall install any permitted antennae on the portion of the Lot which is least visible from public view unless an acceptable quality signal cannot otherwise be obtained.

7.10 Guns. The use of firearms in the Community shall be in accordance with all federal, state and local laws governing the use of firearms.

7.11 Fences. No fence or fencing type barrier of any kind shall be placed, erected, allowed

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or maintained by an Owner unless approved in accordance with the Architectural Standards herein. The Declarant and the Association may erect any type of fence on the Common Property or elsewhere within the Community as they may deem appropriate or as necessary to satisfy the requirements of any law, regulation or governmental entity or for health and safety of Owners and Occupants. The Declarant or the Board may adopt specific guidelines governing the placement and style of fences.

7.12 Air-Conditioning Lots. No window air conditioning units may be installed.

7.13 Lighting. Exterior lighting on any Lot shall not be permitted, except for: (a) approved lighting as originally installed on a Lot; (b) seasonal decorative lights; or (c) other lighting approved under and pursuant to the Architectural Standards.

7.14 Artificial Vegetation, Play Equipment, Exterior Sculpture and Similar Items. No artificial vegetation shall be permitted on the exterior of any property. No hammock, statuary, play equipment (including, without limitation, basketball goals), exterior sculpture or fountains may be erected on any Lot, without the prior written approval in accordance with the Architectural Standards hereof and/or compliance with written guidelines established therein, as applicable.

Flags. No flags may be displayed on any Lot without prior written approval in accordance with the provisions of the Architectural Standards; provided, however no such approval shall be required to display the flag of the United States of America and the current flag of the State of Georgia on a Lot in accordance with the provisions of the U.S. Flag Code (36 US Code 10) and usual and customary practice. The Board of Directors of the Association may promulgate reasonable rules and regulations with respect to the display of flags in the Community, including, without limitation, regulating the size of flags that may be displayed.

7.16 Energy Conservation Equipment. No solar energy collector panels or attendant hardware or other energy conservation equipment shall be constructed or installed unless approved in accordance with the provisions of this Declaration.

7.17 Clotheslines. No exterior clotheslines of any type shall be permitted upon any Lot.

7.18 Window Treatments. All Lot windows shall have window treatments and any portion thereof visible from outside the Lot shall be white or off-white in color, unless otherwise approved in accordance with the Architectural Standards. No sheets or foil or other reflective materials shall be used on any windows for sunscreens, blinds, shades or for any other purpose.

7.19 Storm and Screen Doors and Windows. Owners shall not add storm and screen doors and storm windows on any Lot without prior approval in accordance with the provisions of the Architectural Standards hereof.

7.20 Drainage. Catch basins, retention ponds, detention ponds, drainage casement areas and related drainage facilities are for the purpose of controlling the natural flow of water only. No obstructions or debris shall be placed in these areas. No Owner may obstruct or alter the drainage flows after location and installation of catch basins, retention ponds, detention ponds, drainage

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swales, storm sewers or storm drains without approval in accordance with the Architectural Standards.

7.21 Garbage Cans, Firewood, Etc. All garbage cans, firewood and other similar items shall be stored within the garage of the Lot and not within view of the street. All rubbish, trash and garbage shall be regularly removed and shall not be allowed to accumulate. The Association may contract with a private trash collection company to pick up all usual and customary household trash on a regular basis. In the event the Association contracts with a private trash collection company, each Owner shall be obligated to use such company. The expense for trash pick-up may be billed to each individual Lot as a specific assessment, or the garbage provider may bill each Owner individually. Trash and recycling receptacles shall be placed at the curb no earlier than 5:00 p.m. the day before pick up and shall be removed within twenty-four (24) hours, unless the Board of Directors provides additional time for placing the trash and/or recycling containers on the curb and removal of same. Trash pick-up shall also be subject to such reasonable rules and regulations as the Board of Directors may adopt.

7.22 Subdivision of Lot. No Lot shall be subdivided or its boundary lines changed except with the prior written approval in accordance with the provisions of the Architectural Standards. Declarant, however, hereby expressly reserves the right to subdivide and/or revise and re-record the subdivision plat of any Lot(s) with the consent of the Owner of the effected Lot(s) and to approve the revision and re-recording of any plat of any Lots) owned by any builder or developer, including, but not limited to, changing any Lot to Common Property or creating a public or private street over any Lot or property that was formerly a Lot, without the consent of any Person, other than the Owner(s) of such Lot(s).

7.23 Garage Sales. No garage sale, carport sale, yard sale, flea market, or similar activity shall be conducted in any portion of the Community without the prior written consent of the Board of Directors. If so permitted, any such activities shall be subject to all reasonable conditions that the Board may impose.

7.24 Creek Buffer. Portions of the Community, as shown on the recorded subdivision plat(s) for the Community, may contain a creek or stream buffer. Land disturbing activities shall not be conducted within any creek or stream buffer area, except with prior written approval under Article 6 hereof and in compliance with Georgia law, including, without limitation, the Control of Erosion and Sedimentation Act, O.C.G.A. Section 12-7-1 et seq., as amended from time to time.

7.25 Wetlands, Ponds, Creeks and Streams. Except as provided herein, all wetlands, streams, creeks and storm water retention or detention ponds within the Community shall be used for aesthetic amenities and storm water drainage only, no other use thereof, including, without limitation, swimming, ice skating, playing or use of personal flotation devices, and other recreation, shall be permitted without the written consent of the Board of Directors. The Association and/or Declarant shall not be responsible for any loss, damage or injury to any person or property arising out of the authorized or unauthorized use of creeks, ponds, or streams within the Community. For this purpose, "wetlands" means any area labeled as wetlands on a recorded plat for the Community or otherwise designated as wetlands by the Declarant or the Board of Directors. No Owner shall have any right to place rocks, stones, trash, garbage, sewage, waste water, rubbish, debris, ashes or

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other refuse in any storm water retention or detention ponds, creek or stream within the Community, or any other Common Property. Applicable governmental agencies, the Declarant and the Association, shall have the sole right to control the water level of all other bodies of water located within the Community and to control the growth and eradication of plants, fowls, reptiles, animals, fish and fungi in and around any storm water retention or detention ponds, wetlands, streams or creeks within the Community. Owners shall have no riparian or littoral rights with respect to the waters in any creek or stream within the Community and shall not be permitted to withdraw any water from any creek or stream as may exist in the Community without the prior written consent of the Board of Directors.

7.26 Conservation Area. The Association and/or the Declarant shall not be responsible for any loss, damage, or injury to any person or property arising out of the authorized or unauthorized loss use of any Conservation Area within the Community. For this purpose "Conservation Area" means the areas identified as "Primary Conservation Space" on the plats for the Community as may be recorded in the Athens-Clarke, Georgia land records or otherwise designated as such by the Declarant or the Board of Directors and which is or may be encumbered by a conservation restriction so that it remains generally a natural, undisturbed area with passive recreational uses and easements which are consistent with the county standards for preservation of open space as conservation property to be Common Property as that term is defined herein. No Owner shall have any right to place rocks, stones, trash, garbage, sewage, waste water, rubbish, debris, ashes or other refuse in any Conservation Area.

Article 8

Insurance and Casualty Losses

8.1 Hazard Insurance on Common Property. The Board of Directors shall obtain hazard insurance for all insurable improvements on the Common Property. This insurance shall include, at a minimum, coverage for fire, wind, storm, hail, vandalism, malicious mischief and civil commotion and shall be in an amount sufficient to cover the full replacement cost of such insurable improvements. Alternatively, the Board may purchase "all risk" coverage in like amounts. In the event of any damage to the Common Property caused or occasioned by the acts of an Owner or Owners, said Owner or Owners shall be responsible for any and all costs of repair or related deductible under the Association's insurance. Said costs shall constitute a specific assessment and shall be a binding personal obligation of the responsible Owner and a lien against the Lot.

8.2 Association Liability Insurance. The Board shall obtain a public liability policy applicable to the Common Property covering the Association and its members for all damage or injury caused by the negligence of the Association or any of its members or agents, in their capacities as such, with a combined single limit of at least $1,000,000.00.

8.3 Directors' and Officers' Liability Insurance. The Board shall obtain a Directors' and Officers' liability insurance policy with a limit of at least $1,000,000.00.

8.4 Fidelity Insurance. The Board shall obtain a fidelity bond or dishonesty insurance on Directors, Officers, employees, and other persons handling or responsible for the Association's funds, regardless of whether they are compensated by the Association. If reasonably available, the

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fidelity bond or dishonesty insurance shall cover at least one-quarter of the annual assessments from all members plus the reserve funds in the custody of the Association at any time during the term of the bond or policy. The bond or policy must provide that it may not be canceled, substantially modified or subject to non-renewal without at least 30-days prior written notice to the Association.

8.5 Additional Association Insurance. The Board may obtain such additional insurance as it deems appropriate such as construction code endorsements, steam boiler coverage and flood insurance, if and to the extent necessary to satisfy the requirements of the Federal Home Loan Mortgage Corporation or the Federal National Mortgage Association.

8.6 Premiums and Deductibles on Association Policies. Premiums for all Association insurance shall be a Common Expense. The policies may contain reasonable deductibles. Deductibles shall not be subtracted from the face amount of the policies in determining whether the insurance equals the full replacement cost of the insurable improvements.

8.7 General Insurance Provisions. In addition to any other terms the Board deems appropriate, all Association insurance shall be governed by the following provisions:

All policies shall be written with a company licensed to do business in Georgia; (2) All policies on the Common Property shall be in the name of the Association for the benefit of itself and its members;

(3) The Board shall have exclusive authority to adjust losses under all Association insurance policies;

(4) The insurance carried by the Association shall be primary and shall not be brought into contribution with insurance purchased by individual Owners, Occupants, or their Mortgagees; and

(5) All hazard insurance policies shall have an inflation guard endorsement and an agreed amount endorsement if reasonably available.

8.8 Individual Lot Owner Insurance. Each Owner shall carry hazard insurance on the Owner's Lot and the structures thereon meeting the same requirements as set forth herein for insurance on the Common Property. Notwithstanding the foregoing and as provided in Article 5, the Association may obtain blanket hazard insurance for attached dwellings and specifically assess the costs and expenses back to the Lots and Owners of attached dwellings within the Community. Further, any insurance deductible incurred on such a policy shall be specifically assessed back to the Owners) benefited by a covered claim.

8.9 Damage and Destruction.

In General. Immediately after the damage or destruction by fire or other casualty to all or any portion of any improvement covered by insurance written in the name of the Association, the Board of Directors 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 Section, means repairing or restoring the property to substantially the same condition and location that existed prior to the fire or other casualty, allowing for any changes or improvements necessary

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to comply with applicable building codes.

(b) Repair and Construction. Any damage or destruction to property required to be covered by insurance written in the name of the Association shall be repaired or reconstructed unless, within sixty (60) days after the casualty, at least seventy-five percent (75%) of the Total Association Vote and the Declarant otherwise agree. If for any reason either the amount of the insurance proceeds to be paid as a result of such damage or destruction, or reliable and detailed estimates of the cost of repair or reconstruction, or both, are not made available to the Association within such period, then the period shall be extended until such information shall be made available; provided, however, such extension shall not exceed sixty (60) days. No Mortgagee shall have the right to participate in the determination of whether damage or destruction shall be repaired or reconstructed. 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 Board of Directors shall, without the necessity of a vote of the Association's members, levy a special assessment the Owners of all Lots. Additional assessments may be made in like manner at any time during or following the completion of any repair or reconstruction. If the funds available from insurance exceed the costs of repair or reconstruction or if the improvements are not repaired or reconstructed, such excess shall be deposited to the benefit of the Association. In the event that it should be determined in the manner described above that the damage or destruction shall not be repaired or reconstructed and no alternative improvements are authorized, then and in that event the property shall be maintained as an undeveloped portion of the Community by the Association in a neat and attractive condition.

Article 9

Mortgagee Provisions

9.1 Notices of Action. An institutional holder, insurer, or guarantor of a first Mortgage, who provides a written request to the Association (such request to state the name and address of such holder, insurer, or guarantor and the Lot number, therefore becoming an "eligible holder'), will be entitled to timely written notice of: (a) any condemnation loss or any casualty loss which affects a material portion of the Community or which affects any Lot on which there is a first Mortgage held, insured, or guaranteed by such eligible holder; (b) any delinquency in the payment of assessments or charges owed by an Owner of a Lot subject to the Mortgage of such eligible holder, where such delinquency has continued for a period of sixty (60) days; provided, however, notwithstanding this provision, any holder of a first Mortgage, upon request, is entitled to written notice from the Association of any default in the performance by the Owner of the encumbered Lot of any obligation under the Declaration or Bylaws of the Association which is not cured within sixty (60) days; and (c) any lapse, cancellation, or material modification of any insurance policy maintained by the Association.

9.2 Audit. Upon written request of any institutional holder of a first Mortgage and upon payment of all necessary costs, such holder shall be entitled to receive a copy of audited financial statements of the Association within 90 days of the date of the request.

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9.3 No Priority. No provision of this Declaration or the Bylaws gives any Owner or other party priority over any rights of a Mortgagee of any Lot in the case of distribution to such Owner of insurance proceeds or condemnation awards for losses to or a taking of the Common Property.

Article 10

Easements

10.1 General. Each Lot shall be subject to those casements, if any, shown or set forth on the recorded subdivision plat for the Community, as amended from time to time as well as the casements now or hereafter established by the Declarant in this Declaration or by any other document recorded in the Office of Superior Court of Athens-Clarke County, Georgia.

10.2 Easements for Use and Enjoyment. Every Owner shall have a right and easement of ingress and egress, use and enjoyment by the Owner and the Occupants of the Owners Lot in and to the Common Property which shall be appurtenant to and shall pass with the title to each Lot, subject to the following:

(a) the right of the Association to suspend the right of an Owner to use the Community recreational facilities, if any, for any period during which any past due assessment against any Lot of the Owner remains unpaid; and, for a reasonable period of time for an infraction of the Declaration, Bylaws or rules and regulations;

(b) the right of the Association to charge reasonable admission and other fees for the use of Community recreational facilities to non-members, if any, to limit the number of Persons who may use the Community recreational facilities, and to provide for the exclusive use and enjoyment of specific portions thereof at certain designated times by authorized users and their guests and invitees;

(d) the right of the Association to borrow money for the purpose of improving the Common Property, or any portion thereof, or for construction, repairing or improving any facilities located or to be located thereon and, upon the affirmative vote of the Owners of at least two-thirds of the Lots (other than Declarant) and the consent of Declarant, to give as security for the payment of any such loan a Mortgage conveying all or any portion of the Common Property; provided, however, the lien and encumbrance of any such Mortgage given by the Association shall be subject and subordinate to any rights, interests, options, easements and privileges herein reserved or established for the benefit of Declarant or any Owner or the holder of any Mortgage encumbering any Lot in the Community. Regardless of any contrary provision in this Declaration or in any such Mortgage given by the Association, the exercise of any rights by the holder of such Mortgage in the event of a default thereunder shall not cancel or terminate any rights, casements or privileges herein reserved or established for the benefit of Declarant or any Owner or the holder of any Mortgage encumbering any Lot in the Community;

(e) the right of the Association, acting through the Board of Directors and without a vote of the members, to dedicate or grant licenses, permits, easements and rights-of-way over, under and through the Common Property;

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(f) the right of the Association to dedicate or transfer all or any portion of the Common Property upon the approval of the Owners of at least two-thirds of the Lots (other than Declarant) and the Declarant; provided, however, the Declarant may unilaterally, or if the Declarant is no longer authorized to appoint the Board of Directors, the Association, with the express consent of the Declarant, may convey all or any portion of the Common Property as provided herein without a vote of the members;

(g) all other rights of the Association, the Declarant, Owners and Occupants set forth in this Declaration or in any deed conveying Common Property to the Association; and

(h) all encumbrances and other matters shown by the public records affecting title to the Common Property, including, without limitation, those easement and usage rights reserved or granted to the adjacent property.

10.3 Easements for Encroachment and Overhang. There is hereby reserved to the Declarant for the benefit of each Lot, a reciprocal appurtenant casement for encroachment and overhang between adjacent Lots and between a Lot and adjacent Common Property, due to the original construction or the unintentional placement or settling or shifting of the improvements constructed, reconstructed, or altered thereon (in accordance with the terms of this Declaration) to a distance of not more than two (2) feet, as measured from any point on such common boundary; provided, however, in no event shall an easement for encroachment exist if such encroachment occurred due to willful conduct on the part of an Owner, Occupant, or the Association, other than the Declarant in the original construction of the Lots.

10.4 Easements for Driveway Encroachment. There is hereby reserved appurtenant easements for encroachment as between each Lot and such portion or portions of the driveway serving an adjacent Lot due to the placement or settling or shifting of the driveway constructed, reconstructed, or altered thereon (as approved under the provisions of the Architectural Standards) to a distance of not more than two (2) feet, as measured from any point on the common boundary between adjacent Lots along a line perpendicular to such boundary at such point; provided, however, in no event shall an easement for encroachment exist if such encroachment occurred due to willful conduct on the part of an Owner or Occupant after the initial construction of improvements by Declarant.

10.5 Easement for Utilities and Retaining Wall - Association and Declarant. There is hereby reserved to the Declarant and granted to the Association a blanket easement upon, across, above and under all property within the Community for access, ingress, egress, installation, alteration, repairing, replacing, and maintaining all utilities serving the Community or any portion thereof, including, but not limited to, gas, water, sanitary sewer, telephone and electricity, as well as storm drainage and any other service such as, but not limited to, a master television system, or security system which the Declarant or the Association might decide to have installed to serve the Community. Declarant, the Association or the designee of either, as the case may be, may install, repair, replace and maintain or authorize the installation, repairing, replacing and maintaining of such wires, conduits, cables and other equipment related to the providing of any utility or service. Should any party furnishing any such utility or service request a specific license or casement by separate recordable document, the Declarant or the Board shall have the right to grant such easement. In addition, there is hereby reserved to the Declarant and granted to the Association a

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blanket easement upon, across, above and through all property within the Community for access, ingress, egress, repair, maintenance, replacement and improvement of the retaining wall or walls and related improvements, serving more than one lot in the Community and as shown on the recorded plats.

10.6 Easement for UtilitiesLot Owner. Declarant hereby establishes for the benefit of each Lot a nonexclusive easement for access to and installation, maintenance, repair, replacement and use of all pipes, wires, cables, conduits, utility lines, flues and ducts serving such Lot and situated in, on or under any other Lot or the Common Property. The Board of Directors, and without a vote of the Owners, shall have the right, power and authority to grant permits, licenses, utility easements, and other easements, permits or licenses necessary or desirable for the proper maintenance or operation of the Community under, through, or over the Lots and/or the Common Property as may be reasonably necessary to or desirable for the ongoing operation of the Community. In the event that any Owner desires access to another Lot to install, maintain, repair or replace any utility pipe, wire, cable, conduit, utility line, flue or duct, the Owner shall contact the Owner of such other Lots) at least two (2) days in advance of the date that access is needed and attempt to agree on a convenient date and time for access by the Owner and the Owner's contractors. Access in emergency situations shall be granted immediately upon request. Any Owner of a Lot to which access is needed under this Section shall not unreasonably withhold, condition or delay such access. Rights exercised pursuant to this easement shall be exercised with a minimum of interference to the quiet enjoyment of affected Lots, reasonable steps shall be taken to protect such Lots and the property of the Owners and Occupants thereof, and damage shall be repaired by the Person causing the damage at its sole expense.

10.7 Easement for Emergency Entry. The Association shall have the right, but not the obligation, to enter upon any Lot for emergency, security and safety reasons and to inspect for the purpose of ensuring compliance with this Declaration, the Bylaws, and rules, which right may be exercised by any member of the Board, the officers, agents, employees, and managers of the Association and all policemen, firemen, ambulance personnel, and similar emergency personnel in the performance of their respective duties. Except in an emergency situation, entry shall only be during reasonable hours and after notice to the Owner. This right of entry shall include the right of the Association to enter upon any Lot to cure any condition which may increase the possibility of a fire or other hazard in an emergency situation and in the event an Owner fails or refuses to cure the condition within a reasonable time after requested by the Association, but shall not authorize entry into the interior living space of any Lot without permission of the Owner.

10.8 Easement for Association Maintenance. Declarant hereby grants to the Association a perpetual easement across all Lots as may be reasonably necessary for the maintenance required hereunder, including as may be necessary to exercise the right of entry in accordance with the terms hereof. Such maintenance shall be performed with a minimum of interference to the quiet enjoyment of Lots, reasonable steps shall be taken to protect such property and damage shall be repaired by the Association or its contractors at their sole expense. Except in an emergency situation, entry to the interior of a Lot shall only be during reasonable hours and after notice to the Owner.

10.9 Easement for Lot Maintenance. Declarant hereby reserves for the benefit of each Lot

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reciprocal appurtenant easements between adjacent Lots for the purpose of maintaining or repairing the improvements located on each Lot which easement shall extend to a distance of five (5) feet as measured from any point on the common boundary between the Lots. The easement shall be used only for such period of time as is reasonably necessary in order to complete the maintenance or repair. The Owner exercising this easement right shall be liable for the prompt repair of any damage to the Lot over which this easement is exercised which arises out of such maintenance or repair work.

10.10 Easement for Drainage. There is hereby reserved to the Declarant and granted to the Association a blanket easement for creating and maintaining satisfactory drainage across the Community; provided however such easement area shall not include any portion of a Lot upon which the foundation of a dwelling is located. This easement shall include the right to construct and maintain catch basins, retention ponds, detention ponds, drainage swales, storm sewers, storm drains, sloping banks, cut or fill. Neither the Declarant, the Association or any Owner constructing according to plans and specifications approved under the Architectural Standards hereof shall have any liability to any Owner due to the increased flow or increased velocity of surface water resulting from approved construction on a Lot.

10.11 Easement During Construction and Sale Period. Notwithstanding any provisions now or hereafter contained in this Declaration, the Bylaws, Articles of Incorporation, use restrictions, rules and regulations, architectural guidelines, and amendments thereto, Declarant reserves an easement across the Community for Declarant to maintain and carry on, upon such portion of the Community as Declarant may reasonably deem necessary, such facilities and activities as in the sole opinion of Declarant may be required or convenient for Declarant's development, construction and sales activities, including, but not limited to: the right of access, ingress and egress for vehicular and pedestrian traffic and construction activities over, under, on or in the Community, including, without limitation, any Lot; the right to tie into any portion of the Community with streets, driveways, paths, parking areas and walkways; the right to tie into and/or otherwise connect and use (without a tap-on or any other fee for so doing), replace, relocate, maintain and repair any device which provides utility or similar services including, without limitation, electrical, telephone, cable television, natural gas, water, sewer and drainage lines and facilities constructed or installed in, on, under and/or over the Community; the right to grant easements over, under, in or on the Community, including without limitation the Lots, for the benefit of neighboring properties for the purpose of tying into and/or otherwise connecting and using sewer and drainage lines and facilities constructed or installed in, on, under and/or over the Community; the right to convert Lots (with the consent of the Owner thereof) to Common Property; the right to construct utilities and other improvements on Common Property; the right to carry on sales and promotional activities in the Community; and the right to construct and operate business offices, signs, construction trailers, model residences and sales offices. Declarant may use Lots, offices or other buildings owned or leased by Declarant as model homes. This Section shall not be amended without the Declarant's written consent until the Declarant's rights hereunder have terminated as herein provided.

Article 11

General Provisions

11.1 Enforcement. Each Owner and Occupant shall comply strictly with the Bylaws, rules

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and regulations and use restrictions, as amended or modified from time to time, and with the covenants, conditions, easements and restrictions set forth in this Declaration, the recorded subdivision plat for the Community and in the deed to such Owner's Lot. The Board of Directors may impose fines or other sanctions for violations of the foregoing, which shall be collected as provided herein for the collection of assessments. Failure to comply with this Declaration, the Bylaws or the rules and regulations shall be grounds for an action to recover sums due for damages or injunctive relief or both, including, without limitation, reasonable attorney's fees actually incurred, maintainable by the Association, the Declarant or an aggrieved Owner. Failure by the Declarant, the Association or any Owner to enforce any of the foregoing shall in no event be deemed a waiver of the right to do so thereafter. The Association shall have the right to record in the appropriate land records a notice of violation of the Declaration, Bylaws, rules and regulations, use restrictions or design guidelines and to assess the cost of recording and removing such notice against the Lot of the Owner who is responsible (or whose Occupants are responsible) for violating the foregoing.

11.2 Duration. The covenants, conditions, restrictions and easements contained in this Declaration shall run with and bind the Community and shall inure to the benefit of and shall be enforceable by the Association, the Declarant and any Owner, their respective legal representatives, heirs, successors, and assigns, perpetually to the extent provided by law; provided, however, if and to the extent that, Georgia law limits the period during which covenants restricting land to certain uses may run, any provisions of this Declaration affected thereby shall run with and bind the land so long as permitted by such law, after which time, any such provision(s) shall be (a) automatically extended for successive periods of twenty (20) years (or the maximum period allowed by Georgia law, if less), unless a written instrument signed by the then Owners of at least two-thirds (2/3) of the Lots has been recorded within the two years immediately preceding the beginning of a twenty (20) year renewal period agreeing to terminate the same; or (b) extended, renewed, modified or terminated as otherwise provided herein or by applicable law.

11.3 Occupants Bound. All provisions of the Declaration, Bylaws, rules and regulations, use restrictions and architectural guidelines which govern the conduct of Owners and which provide for sanctions against Owners shall also apply to all Occupants and the guests and invitees of Owners and Occupants. The Owner shall be responsible for insuring that the Occupants, the guests, invitees and licensees of the Owner and Occupant strictly comply with all provisions of the Declaration, Bylaws, rules and regulations, use restrictions and architectural guidelines.

11.4 Self-Help. In addition to any other remedies provided for herein, the Association, the Declarant, the Architectural Review Committee or their respective duly authorized agents shall have the power to enter upon any Lot or any other portion of the Community to abate or remove any structure, thing or condition which violates this Declaration, the Bylaws, the rules and regulations or the use restrictions. Unless an emergency situation exists, the violating Owner shall be given ten (10) days written notice of the intent to exercise self-help. Notwithstanding the foregoing, vehicles may be towed after giving any notice required by law. All costs of self-help, including, without limitation, reasonable attorney's fees actually incurred, shall be assessed against the violating Owner as a specific assessment.

11.5 Termination of Rights of Declarant. The rights of Declarant to take, approve or consent to actions under this Declaration, the Articles of Incorporation and the Bylaws shall cease

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and be of no further force and effect upon the earlier of: (a) the date that the Declarant no longer owns any property in the Community and a certificate of occupancy has been issued for a dwelling on each Lot in the Community; or (b) the date of recording by Declarant in the real estate records of Athens-Clarke County, Georgia of a written instrument terminating all of Declarant's rights hereunder.

11.6 Amendment. This Declaration may be amended unilaterally at any time and from time to time by Declarant (a) if such amendment is necessary to bring any provision hereof into compliance with any applicable governmental statute, rule or regulation or judicial determination which shall be in conflict therewith; (b) if such amendment is necessary to enable any reputable title insurance company to issue title insurance coverage with respect to the Lots subject to this Declaration; (c) if such amendment is required by an institutional or governmental lender or purchaser of mortgage loans, including, without limitation, the Federal National Mortgage Association or the Federal Home Loan Mortgage Corporation, to enable such lender or purchaser to make or purchase Mortgage loans on the Lots subject to this Declaration; or (d) if such amendment is necessary to enable any governmental agency or private insurance company, including without limitation, the U.S. Department of Housing and Urban Development and the U.S. Department of Veterans Affairs, to insure or guarantee Mortgage loans on the Lots subject to this Declaration; provided, however, any such amendment shall not adversely affect the title to any Lot unless the Owner of such Lot consents thereto in writing. Further, Declarant may unilaterally amend this Declaration for any other purpose; provided, however, any such amendment shall not materially adversely affect the substantive rights of any Owners hereunder nor shall it adversely affect title to any Lot without the consent of the affected Owner. The Board of Directors, with the written consent of the Declarant if the Declarant shall own any Lots) or any portion of the additional property described in Exhibit "B"', and without a vote of the members, may amend this Declaration for the sole purpose of electing to be governed by and thereafter complying with the provisions of the Georgia Property Owner's Association Act, O.C.G.A. § 44-3-220 et seq. In addition to the above, this Declaration may be amended upon the affirmative vote or written consent of Owners of at least two-thirds of the Lots and the consent of Declarant if the Declarant shall own any Lots) or have the right to annex any additional property described in Exhibit "B'. Amendments to this Declaration shall become effective upon recordation unless a later effective date is specified therein. The consent of the Declarant to any amendment shall be evidenced by the execution of said amendment by Declarant. The consent of the requisite number of Owners to any amendment shall be evidenced by the execution of the amendment by said Owners, or, in the alternative, the sworn statement of the President or any Vice President or the Secretary of the Association attached to or incorporated in the amendment, which sworn statement states unequivocally that the consent of the required number of Owners was obtained and that any notices required by this Declaration, the Bylaws, the Articles of Incorporation and Georgia law were given.

11.7 Gender and Grammar. The singular, wherever used herein, shall be construed to mean the plural, when applicable, and the use of the masculine or feminine pronoun shall include the neuter, masculine and feminine.

11.8 Severability. Whenever possible, cach provision of this Declaration shall be interpreted in such manner as to be effective and valid, but if the application of any provision of this Declaration to any Person or to any property shall be prohibited or held invalid, such prohibition or

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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.

11.9 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.

11.10 No Merger. There shall be no merger of any of the covenants, conditions, restrictions or easements created or reserved hereby with the fee estate of Declarant, by reason of the fact that Declarant may own or hold the estate or interest both encumbered and benefited by such covenants, conditions, restrictions or casements and no such merger shall occur unless and until Declarant, while owning all of the estate or interests shall execute a written statement or instrument affecting such merger and shall duly record the same.

11.11 Preparer. This Declaration was prepared by Amy H. Bray, Esq., Coulter & Sierra, LLC, 1770 Indian Trail Road, Suite 440, Norcross, Georgia 30093.

11.12 Notices. Notices provided for in this Declaration or the Articles or Bylaws shall be in writing, and shall be provided to an Owner as outlined in the Bylaws. Owners shall keep the Association advised of their current address, electronic mail address and phone numbers where they can be reached. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to be receipt of the notice sent. Notices to the Declarant or the Association as provided for in this Declaration or the Articles or Bylaws shall be in writing, and shall be addressed to the Declarant or the Association at the address of their respective registered agent on file with the Secretary of State of Georgia.

11.13 Perpetuities. If any of the covenants, conditions, restrictions or other provisions of this Declaration shall be unlawful, void or voidable for violation of the rule against perpetuities, then such provisions shall continue only until 21 years after the death of the last survivor of the now living descendants of Elizabeth II, Queen of England.

11.14 No Discrimination. No action shall be taken by the Declarant, the Association or the Board of Directors which would discriminate against any person on the basis of race, creed, color, national origin, religion, sex, familial status or disability.

11.15 Indemnification. To the fullest extent allowed by the Georgia Nonprofit Corporation Code, and in accordance therewith, the Association shall indemnify every current and former officer, director and committee member against any and all expenses, including, but not limited to, attorney's fees, imposed upon or reasonably incurred by any officer, director or committee member in connection with any action, suit or other proceeding (including settlement of any suit or proceeding, if approved by the then Board of Directors) to which such officer, director or committee member may be a party by reason of being or having been an officer, director or committee member. The officers, directors and committee members shall not be liable for any mistake of judgment, negligent or otherwise, except for their own individual willful misfeasance, malfeasance, misconduct or bad

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faith. The officers, directors and committee members shall have no personal liability with respect to any contract or other commitment made by them, in good faith, on behalf of the Association and the Association shall indemnify and forever hold each such officer, director and committee member free and harmless against any and all liability to others on account of any such contract or commitment. Any right to indemnification provided for herein shall not be exclusive of any other rights to which any officer, director or committee member, or former officer, director or committee member, may be entitled. The Association shall maintain adequate general liability and officers' and directors' liability insurance to fund this obligation, if such coverage is reasonably available.

11.16 Agreements. Subject to the prior approval of Declarant all agreements and determinations, including settlement agreements regarding litigation involving the Association, lawfully authorized by the Board of Directors, shall be binding upon all Owners, their heirs, legal representatives, successors, assigns and others having an interest in the Community or the privilege of possession and enjoyment of any part of the Community.

11.17 Variances. Notwithstanding anything to the contrary contained herein, the Board of Directors shall be authorized to grant individual variances from any of the provisions of this Declaration, the Bylaws and any rule, regulation or use restriction promulgated pursuant thereto, if it determines that waiver of application or enforcement of the provision in a particular case is warranted and would not be inconsistent with the overall scheme of development for the Community.

11.18 Litigation. No judicial or administrative proceeding shall be commenced or prosecuted by the Association unless approved by at least 75% of the Total Association Vote and the consent Declarant. This Section shall not apply to (a) actions brought by the Association to enforce the provisions of this Declaration (b) the imposition and collection of assessments as provided herein, (c) proceedings involving challenges to ad valorem taxation, or (d) counterclaims brought by the Association in proceedings instituted against it. This Section shall not be amended unless such amendment is made unilaterally by the Declarant as provided herein or is approved by the percentage votes necessary to institute proceedings as provided above.

11.19 Security and Safety. THE DECLARANT OR THE ASSOCIATION MAY, BUT SHALL NOT BE REQUIRED TO, FROM TIME TO TIME, PROVIDE MEASURES OR TAKE ACTIONS WHICH DIRECTLY OR INDIRECTLY IMPROVE SAFETY FOR THE COMMUNITY; HOWEVER, EACH OWNER, ON BEHALF OF SUCH OWNER, ITS OCCUPANTS AND THEIR RESPECTIVE GUESTS, LICENSEES AND INVITEES, ACKNOWLEDGES AND AGREES THAT NEITHER THE DECLARANT, THE ASSOCIATION, NOR THE OFFICERS, DIRECTORS, AGENTS AND EMPLOYEES OF EITHER ARE A PROVIDER OF SECURITY AND NONE OF THEM SHALL HAVE A DUTY TO PROVIDE SECURITY IN AND TO THE COMMUNITY. FURTHERMORE, NEITHER DECLARANT NOR THE ASSOCIATION GUARANTEES OR REPRESENTS THAT NON-OWNERS AND NON-OCCUPANTS WILL NOT GAIN ACCESS TO THE PROPERTY AND COMMIT CRIMINAL ACTS ON THE PROPERTY NOR DOES THE DECLARANT OR ASSOCIATION GUARANTEE OR REPRESENT THAT CRIMINAL ACTS AT THE COMMUNITY OR WITHIN LOTS WILL NOT BE COMMITTED BY OTHER OWNERS, OCCUPANTS OR THEIR RESPECTIVE GUESTS, LICENSEES AND INVITEES. IT SHALL BE THE RESPONSIBILITY

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OF EACH OWNER, OCCUPANT AND THEIR RESPECTIVE GUESTS, LICENSEES AND INVITEES TO PROTECT HIS OR HER PERSONS AND PROPERTY AND ALL RESPONSIBILITY TO PROVIDE SECURITY SHALL LIE SOLELY WITH EACH OWNER, OCCUPANT AND THEIR RESPECTIVE GUESTS, LICENSEES AND INVITEES. NEITHER DECLARANT NOR THE ASSOCIATION SHALL BE HELD LIABLE FOR ANY LOSS OR DAMAGE BY REASON OF FAILURE TO PROVIDE ADEQUATE SECURITY OR INEFFECTIVENESS OF SAFETY MEASURES UNDERTAKEN.

EACH OWNER, ITS OCCUPANTS AND THEIR RESPECTIVE GUESTS, LICENSEES AND INVITEES SHALL USE THE COMMON PROPERTY, INCLUDING THE ANY AREAS THEY HAVE EXCLUSIVE USE OF, AND ALL OTHER PORTIONS OF THE COMMUNITY NOT CONTAINED WITHIN A LOT AT THEIR OWN RISK AND SHALL ASSUME SOLE RESPONSIBILITY FOR THEIR PERSONAL BELONGINGS USED OR STORED THEREON. ALL OWNERS AND OCCUPANTS AND THEIR RESPECTIVE GUESTS, LICENSEES AND INVITEES SHALL HAVE AN AFFIRMATIVE DUTY AND RESPONSIBILITY TO INSPECT THE COMMON PROPERTY AND ALL PORTIONS OF THE COMMUNITY NOT CONTAINED WITHIN A LOT FOR ANY DEFECTS, PERILS OR OTHER UNSAFE CONDITIONS RELATING TO THE USE AND ENJOYMENT THEREOF. THE ASSOCIATION, DECLARANT, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES AND AGENTS SHALL NOT BE HELD LIABLE FOR PERSONAL INJURY TO ANY PERSON OCCURRING ON THE COMMON PROPERTY, NOR FOR LOSS OR DAMAGE TO PERSONAL BELONGINGS USED OR STORED THEREON OR ON ANY OTHER PORTION OF THE COMMUNITY. NOR SHALL THE ASSOCIATION, DECLARANT, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES AND AGENTS BE LIABLE TO ANY OWNER OR OCCUPANT OR THEIR RESPECTIVE GUESTS, LICENSEES AND INVITEES FOR LOSS OR DAMAGE, BY THEFT OR OTHERWISE, OF ANY PROPERTY OF SUCH OWNER, OCCUPANT, GUEST, LICENSEE OR INVITEE.

[SIGNATURES ON THE FOLLOWING PAGE]

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IN WITNESS WHEREOF, the Declarant herein hereby executes this instrument unde seal, this 201 day of Hugust → 20 22

DECLARANT: JENNINGS MILL DEVELOPMENT, LLC, a

Georgia limited ljability company

Print Name: WilliAM BLANTON

Its: Manner

Signed, sealed, and delivered

in the presence of:

WITNESS

aud

NOTARY PUBLIC

.....

AFFIX NOTARY SEND ARI

......

HEROKEE PUBLIC GEORGIA

•UNE 16. 2023

COUNTY:

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EXHIBIT "A"

Property Description

ALL THAT TRACT or parcel of land, together with and including all improvements thereon, lying and being in the 221 st/ G.M.D. of Clarke County, Georgia, and being more particularly described as follows:

Commencing at the centerline-centerline intersection of Jennings Mill Road (60' R/W), and Westpark Drive (60' R/W) thence in a Northwesterly direction North 86 degrees 09 minutes 51 seconds West a distance of 258.61 feet to a ½" rebar on the northern right-of-way line of Westpark Drive (60' R/W), that point being the TRUE POINT OF BEGINNING (T.P.O.B.), thence continuing along said right-of-way line of Westpark Drive (60' R/W), South 88 degrees 54 minutes 27 seconds West a distance of 156.76 feet to a calculated point, thence along said right-of-way line along a curve to the left having an arc length of 738.13 feet, a radius of 337.41 feet and being subtended by a chord bearing of South 23 degrees 24 minutes 35 seconds West a distance of 599.50 feet to a calculated point, thence along said right-of-way line along a curve to the left having an arc length of 373.36 feet, a radius of 280.00 feet and being subtended by a chord bearing of South 77 degrees 05 minutes 37 seconds East a distance of 346.31 feet to aại rebar, thence leaving said right-of-way, thence South 48 degrees 58 minutes 17 seconds West a distance of 141.81 feet to a ½" rebar, thence South 30 degrees 13 minutes 38 seconds West a distance of 87.81 feet to a ½" rebar, thence South 18 degrees 43 minutes 13 seconds West a distance of 174.80 feet to a iại rebar, thence along a curve to the left having an arc length of 144.46 feet, a radius of 720.08 feet and being subtended by a chord bearing of South 13 degrees 03 minutes 36 seconds West a distance of 144.22 feet to aại rebar, thence South 06 degrees 47 minutes 37 seconds West a distance of 248.73 feet to a ½" rebar set, thence along a curve to the right having an arc length of 128.10 feet, a radius of 780.09 feet and being subtended by a chord bearing of South 12 degrees 39 minutes 03 seconds West a distance of 127.96 to a ½" rebar, thence along a curve to the right having an arc length of 185.47 feet, a radius of 965.40 feet and being subtended by a chord bearing of South 22 degrees 56 minutes 04 West seconds a distance of 185.18 feet to a ½" rebar set, thence North 40 degrees 10 minutes 02 seconds West a distance of 65.02 feet to a ½" rebar set, thence North 41 degrees 25 minutes 18 seconds West a distance of 52.42 feet to aại rebar set, thence North 08 degrees 55 minutes 25 West seconds a distance of 38.99 feet to a computed point in the centerline of a creek, said centerline being the property line, thence along the centerline of said creek the following course and distances: North 19 degrees 45 minutes 18 seconds West a distance of 37.59 feet to a computed point, thence North 13 degrees 43 minutes 42 seconds West a distance of 27.34 feet to a computed point, thence North 01 degrees 52 minutes 08 seconds West a distance of 174.14 feet to a computed point, thence North 13 degrees 41 minutes 28 seconds West a distance of 67.62 feet to a computed point, thence North 03 degrees 47 minutes 31 seconds East a distance of 67.14 feet to a

computed point, thence North 27 degrees 20 minutes 04 seconds West a distance of 48.95 feet to a computed point, thence North 06 degrees 51 minutes 06 seconds West a distance of 66.81 feet to a computed point, thence North 02 degrees 46 minutes 10 seconds East a distance of 47.45 feet to a computed point, thence North 74 degrees 03 minutes 00 seconds West a distance of 43.71 feet to a computed point, thence South 83 degrees 28 minutes 41 seconds West a distance

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of 65.67 feet to a computed point, thence North 31 degrees 45 minutes 14 seconds West a distance of 90.86 feet to a computed point, thence North 15 degrees 36 minutes 37 seconds East a distance of 19.23 feet to a computed point, thence North 79 degrees 38 minutes 33 seconds West a distance of 44.50 feet to a computed point, thence North 40 degrees 56 minutes 06 seconds West a distance of 75.05 feet to a computed point, thence North 61 degrees 42 minutes 09 seconds West a distance of 119.91 feet to a computed point, thence North 37 degrees 21 minutes 29 seconds West a distance of 84.66 feet to a computed point, thence North 48 degrees 34 minutes 13 seconds West a distance of 45.36 feet to a computed point, thence North 13 degrees 32 minutes 41 seconds West a distance of 28.48 feet to a computed point, thence North 24 degrees 39 minutes 47 seconds West a distance of 42.48 feet to a computed point, thence North 51 degrees 36 minutes 52 seconds West a distance of 14.11 feet to a computed point, thence North 32 degrees 25 minutes 33 seconds West a distance of 71.64 feet to a computed point, thence North 48 degrees 39 minutes 05 seconds West a distance of 16.97 feet to a computed point, thence North 05 degrees 23 minutes 10 seconds West a distance of 31.09 feet to a computed point, thence North 71 degrees 25 minutes 21 seconds West a distance of 56.55 feet to a computed, thence North 29 degrees 35 minutes 28 seconds East a distance of 27.92 feet to a computed point, continue thence North 62 degrees 17 minutes 20 seconds West a distance of 14.21 feet to a computed point on the right-of-way line of Athens South Bypass (R/W varies), thence along said right-of-way, thence leaving the centerline of said creek and continuing along the right-of-way of Athens South Bypass (R/W varies) the following courses and distances: along a curve to the right having an arc length of 346.06 feet, a radius of 2,695.08 feet and being subtended by a chord bearing of North 24 degrees 49 minutes 33 seconds East a distance of 345.82 feet to a concrete right-of-way monument, thence North 39 degrees 57 minutes 15 seconds East a distance of 96.03 feet to a concrete right-of-way monument, thence along a curve to the right having an arc length of 648.89 feet, a radius of 2,674.77 feet and being subtended by a chord bearing of North 35 degrees 51 minutes 18 seconds East a distance of 647.30 feet to a concrete right-of-way monument, thence North 76 degrees 39 minutes 04 seconds East a distance of 328.57 feet to a 1" pipe, thence South 24 degrees 46 minutes 28 seconds East a distance of 10.32 feet to of ½" rebar, thence South 24 degrees 19 minutes 56 seconds East a distance of 570.77 feet to a ½" rebar, thence South 25 degrees 10 minutes 29 seconds East a distance of 10.87 feet to a i rebar on the northern right-of-way line of Westpark Drive (60' R/W) that point being the TRUE POINT OF BEGINNING (T.P.O.B.).

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EXHIBIT "B3

Additional Property Which May Be Unilaterally

Submitted To This Declaration by Declarant

Any property within a 5 mile radius of the property located on Exhibit "A" hereto.

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EXHIBIT C"

Bylaws of Summerville II Community Association, Inc.

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EXHIBIT "C"

BYLAWS

OF

SUMMERVILLE II COMMUNITY ASSOCIATION, INC.

Prepared By:

Amy H. Bray, Esq.

Coulter & Sierra, LLC

1770 Indian Trail Road, Suite 440

Norcross, Georgia 30093

(404) 554-2071

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BYLAWS

OF

SUMMERVILLE II COMMUNITY ASSOCIATION, INC.

- TABLE OF CONTENTS -

Page Number ARTICLE 1 NAME, MEMBERSHIP, APPLICABILITY AND DEFINITIONS.

1.1 NAME....

1.2 MEMBERSHIP ..

1.3 DEFINITIONS .

ARTICLE 2 ASSOCIATION: MEETINGS, QUORUM, VOTING, PROXIES.

2.1 PLACE OF MEETINGS

2.2 ANNUAL MEETINGS.

2.3 SPECIAL MEETINGS.

2.4 RECORD DATE ..

2.5 NOTICE OF MEETINGS.

2.6 WAIVER OF NOTICE

2.7 ADJOURNMENT OF MEETINGS

2.8 MEMBERSHIP LIST

2.9 VOTING.

2.10 PROXIES

2.11 QUORUM

2.12 ACTION WITHOUT A FORMAL MEETING.

2.13 ACTION BY WRITTEN BALLOT..

ARTICLE 3 BOARD OF DIRECTORS: NUMBER, POWERS, MEETINGS

3.1 GOVERNING BODY; COMPOSITION

3.2 DIRECTORS APPOINTED BY DECLARANT

3.3 NUMBER OF DIRECTORS..

3.4 NOMINATION OF DIRECTORS..

3.5 ELECTION AND TERM OF OFFICE

3.6 REMOVAL OF DIRECTORS..

VACANCIES..

3.8 ORGANIZATION MEETINGS

3.9 REGULAR MEETINGS.

3.10 SPECIAL MEETINGS..

WAIVER OF NOTICE

QUORUM OF BOARD OF DIRECTORS..

COMPENSATION ..

OPEN MEETINGS ..

EXECUTIVE SESSION aaaaaan 3.16 ACTION WITHOUT A FORMAL MEETING

TELEPHONIC PARTICIPATION ..

3.18 POWERS ..

3.19 MANAGEMENT AGENT

3.20 BORROWING..

3.21 FINING OR SUSPENSION PROCEDURE.

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ARTICLE 4 OFFICERS..

4.1 OFFICERS ..

4.2 ELECTION, TERM OF OFFICE, AND VACANCIES

4.3 ADDITIONAL OFFICERS AND AGENTS

4.4 SALARIES ..

4.5 REMOVAL

4.6 PRESIDENT

4.7 VICE PRESIDENT

4.8 SECRETARY

4.9 TREASURER.

4.10 RESIGNATION

ARTICLE 5 COMMITTEES..

ARTICLE 6 MISCELLANEOUS.. ...10 6.1 FISCAL YEAR

6.2 PARLIAMENTARY RULES.

6.3 CONFLICTS... ... 10 6.4 NOTICES.. ...10 6.5 AMENDMENT .11

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BYLAWS

OF

SUMMERVILLE II COMMUNITY ASSOCIATION, INC.

Article 1

Name, Membership, Applicability and Definitions

Name. The name of the corporation shall be Summerville II Community Association, Inc. (hereinafter sometimes referred to as the "Association").

1.2 Membership. The Association shall have one class of membership, as is more fully set forth in that certain Declaration of Protective Covenants, Conditions, Restrictions and Easements for Summerville II (such Declaration, as amended, renewed, or extended from time to time, is hereinafter sometimes referred to as the "Declaration?), the terms of which pertaining to membership are specifically incorporated by reference herein.

1.3 Definitions. The words used in these Bylaws shall have the same meaning as set forth in the Declaration, unless the context shall prohibit.

Article 2

Association: Meetings, Quorum, Voting, Proxies

2.1 Place of Meetings. Meetings of the Association shall be held at the principal office of the Association or at such other suitable place convenient to the members as may be designated by the Board of Directors, either in the Lot or as convenient thereto as possible and

2.2 Annual Meetings. There shall be an annual meeting of the members at such date, place and time as the Board of Directors shall determine to receive the reports of the outgoing Board of Directors, to install directors for the ensuing year and to transact such other business as may come before the meeting.

2.3 Special Meetings. The President or the Board of Directors may call special meetings. In addition, it shall be the duty of the President to call a special meeting of the Association upon the delivery of a petition signed and dated by members entitled to cast at least 25% of the Total Association Vote and describing the purpose or purposes for which it is to be held. The notice of any special meeting shall state the date, time, and place of such meeting and the purposes) thereof. No business shall be transacted at a special meeting, except those matters that are within the purpose or purposes described in the notice.

2.4 Record Date. The Board of Directors shall fix in advance a record date for a determination of members entitled to notice of and to vote at any meeting of members or any adjournment thereof, or to make a determination of members for any other purpose, such date to

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be not more than seventy (70) days before the date on which the particular action requiring such determination of members is to be taken.

2.5 Notice of Meetings. It shall be the duty of the Secretary to mail or to cause to be delivered to the Lot of each member (as shown in the records of the Association as of the record date) a notice of each annual or special meeting of the Association stating the date, time and place where it is to be held and if and to the extent required by the Georgia Nonprofit Corporation Code (O.C.G.A. Section 14-3-101, et seq.) or other applicable law (the "Governing Lawi, the purpose(s) thereof. If an Owner wishes notice to be given at an address other than the Lot, the Owner shall designate by notice in writing to the Secretary such other address. Notices shall be mailed or delivered not less than ten (10) days (or if notice is mailed by other than firstclass or registered mail, thirty (30) days) nor more than sixty (60) days before the meeting. If any meeting of the members is adjourned to a different date, time or place, notice need not be given of the new date, time or place, if the new date, time or place is announced at the meeting before adjournment. If, however, a new record date is or must be fixed under the Governing Law notice of the adjourned meeting shall be given to persons who are members of record as of the new record date.

2.6 Waiver of Notice. Waiver of notice of a meeting of the members shall be deemed the equivalent of proper notice. Any member may, in writing, signed by the member, waive notice of any meeting of the members, either before or after such meeting. Attendance at a meeting by a member, whether in person or by proxy, shall be deemed waiver by such member of lack of notice or defective notice, unless such member specifically objects to lack of proper notice at the time the meeting is called to order.

2.7 Adjournment of Meetings. If any meeting of the Association cannot be held because a quorum is not present, a majority 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 five (5) nor more than thirty (30) days from the time the original meeting was called. At such adjourned meeting at which a quorum is present, any business which might have been transacted at the meeting originally called may be transacted without further notice.

2.8 Membership List. After the record date for any meeting is established by the Board of Directors, the Secretary shall prepare an alphabetical list of the names and addresses of all of the members who are entitled to notice of the meeting. Beginning at least two business days after notice is given of the meeting for which the list was prepared, the list of members shall be available for inspection by any member or a member's agent or attorney at the Association's principal office or at such other reasonable place as may be specified in the notice. In addition, the list shall be available for inspection at the meeting or any adjournment thereof.

2.9 Voting. The voting rights of the members shall be as set forth in the Articles of Incorporation and the Declaration, and such voting rights are specifically incorporated herein.

2.10 Proxies. At all meetings of members, each member may vote in person or by proxy. All proxy appointment forms shall be in writing, dated, and filed with the Secretary before the appointed time of each meeting. Every proxy shall be revocable and shall

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automatically cease upon: (a) receipt of notice by the Secretary of the death or judicially declared incompetence of a member; (b) receipt by the Secretary of written revocation signed by the member; (c) receipt by the Secretary of a subsequent appointment form signed by the member; (d) attendance by the member and voting in person at any meeting; or (e) the expiration of 11 months from the date of the proxy appointment form.

2.11 Quorum. The presence, in person or by proxy, of members entitled to cast at least 25% of the votes entitled to be cast at the meeting shall constitute a quorum at all meetings of the Association. The members present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum.

2.12 Action Without A Formal Meeting. Any action required or permitted to be approved by the members may be approved without a meeting if one or more consents, in writing, setting forth the action so taken, shall be signed and dated by members (including the Declarant, if the consent of the Declarant is required) holding the voting power required to pass such action at a meeting held on the record date for such action. The record date for such action shall be the date that the first member signs a consent. If less than unanimous consent is obtained, the approval shall be effective ten days after the Secretary gives written notice of the approval to all members who did not sign a consent. Each signed consent shall be included in the minutes of meetings of members filed in the permanent records of the Association.

2.13 Action By Written Ballot. Any action that may be taken at any annual, regular or special meeting of members may be taken without a meeting if approved by written ballot as provided herein. The Association shall deliver a written ballot to each member entitled to vote on the matter. The written ballot shall set forth each proposed action and provide an opportunity to vote for or against each proposed action. All solicitations for votes by written ballot shall indicate the number of responses needed to meet the quorum requirements; state the percentage of approvals necessary to approve each matter other than election of directors; and specify the time by which a ballot must be received by the Association in order to be counted. A timely written ballot received by the Association may not be revoked. Approval by written ballot of an action shall only be valid when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting held to authorize such action and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot. The results of each action by written ballot shall be certified by the Secretary and shall be included in the minutes of meetings of members filed in the permanent records of the Association.

Article 3

Board of Directors: Number, Powers, Meetings

3.1 Governing Body; Composition. The atfairs of the Association shall be governed by a Board of Directors. Directors shall be natural persons who are 18 years of age or older. Except for directors appointed by the Declarant, each director must reside in the Lot and be a member or the spouse or partner of a member; provided, however, no Person may serve on the

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Board at the same time with such Person's spouse or any co-Owner or Occupant of such Person's Lot.

3.2 Directors Appointed by Declarant. The Declarant shall have the right to appoint or remove any member or members of the Board of Directors or any officer or officers of the Association until such time as the first of the following events shall occur: (a) the expiration of fifteen (15) years after the date of the recording of the Declaration; (b) the date on which all of the Lots planned by Declarant to be a part of the Lot shall have been improved with a dwelling and conveyed to an Owner for occupancy as a residence; or (c) the surrender by Declarant in writing of the authority to appoint and remove directors and officers of the Association. The directors appointed by the Declarant need not be Owners or residents in the Lot. The total number of Lots planned by Declarant for the Lot shall initially be the number of Lots shown on the Declarant's land use plan for the development as it may be amended from time to time. Inclusion of property on the land use plan shall not obligate the Declarant to subject such property to the Declaration, nor shall exclusion of property from the initial land use plan bar Declarant from subjecting such property to the Declaration. The final total number of Lots planned for the Lot shall be the actual number of Lots shown on the recorded subdivision plats for the Lot regardless of any different number of Lots shown from time to time on the land use plan. The Declarant shall notify the Association when the final subdivision plat for the Lot has been recorded.

3.3 Number of Directors. During the period that the Declarant has the right to appoint and remove the officers and directors of the Association as provided above, the Board of Directors shall consist of from one to three members as determined by Declarant in writing from time to time. Thereafter, the Board shall consist of five members, who shall be elected as provided below.

3.4 Nomination of Directors. Elected directors may be nominated from the floor, if a meeting is held for the election of directors and may also be nominated by a nominating committee, if established by the Board. All candidates shall have a reasonable opportunity to communicate their qualifications to the members and to solicit votes.

3.5 Election and Term of Office. After the Declarant's right to appoint directors and officers terminates, the Association shall call a special meeting (or take action under Section 2.12 or Section 2.13 in lieu of a meeting) and the members shall elect five directors. The members of the Board of Directors shall hold office until the annual meeting of the membership thereafter (or pursuant to Section 2.12 or Section 2.13 in lieu of a meeting), or until their successors can be elected. At the first annual meeting after the Declarant's right to appoint directors and officers terminates (or pursuant to Section 2.12 or Section 2.13 in lieu of a meeting), the members shall elect five directors. The three candidates with the most votes shall be elected for a term of two years and the two candidates with the least amount of votes shall be elected for a term of one year. Thereafter, each elected director shall serve a term of two years. Directors shall serve until such time as his or successor can be elected or he or she resigns.

3.6 Removal of Directors. At any annual, regular or special meeting of the Association, any one or more of the members of the Board of Directors elected by the members may be

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removed, with or without cause, by a majority of the Total Association Vote and a successor may then and there be elected to fill the vacancy thus created. The notice of the meeting shall state that the purpose, or one of the purposes, of the meeting is removal of a director. A director whose removal by the members has been proposed shall be given an opportunity to be heard at the meeting. Additionally, any director who has three consecutive unexcused absences from Board meetings or who is delinquent in the payment of an assessment for more than 30 days may be removed by a majority vote of the remaining directors.

3.7 Vacancies. Vacancies in the Board of Directors caused by any reason, excluding the removal of a director by vote of the Association, shall be filled by a vote of the majority of the remaining directors. Each Person so selected shall serve the unexpired portion of the term.

3.8 Organization Meetings. The first meeting of a newly elected Board of Directors shall be held within ten days after the election at such time and place as the directors may conveniently assemble.

3.9 Regular Meetings. Regular meetings of the Board of Directors may be held at such time and place as shall be determined from time to time by the Board, provided that, after the right of Declarant to appoint the directors terminates, at least four such meetings shall be held during each fiscal year with at least one per quarter. Notice of the regular schedule shall constitute sufficient notice of such meetings.

3.10 Special Meetings. Special meetings of the Board of Directors shall be held when requested by the President, Vice President or by any two directors. The notice shall specify the date, time and place of the meeting and the nature of any special business to be considered. The notice shall be given to each director by one of the following methods: (a) by personal delivery (including commercial delivery service) to such director's home or office; (b) written notice by first class mail, postage prepaid; or (c) by telephone communication (including facsimile), either directly to the director or to the director's home or office. All such notices shall be given or sent to the director's address or telephone number as shown on the records of the Association. Notices sent by first class mail shall be deposited with the U.S. Postal Service at least four days before the time set for the meeting. Notices given by personal delivery or telephone shall be given at least two days before the day set for the meeting.

3.11 Waiver of Notice. The business transacted at any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice, if (a) a quorum is present, and (b) either before or after the meeting, each of the directors not present signs a written waiver of notice, a consent to holding the meeting, or an approval of the minutes which is included in the minutes or filed with the official records of the Association. The waiver of notice or consent need not specify the purpose of the meeting. Notice of a meeting shall also be deemed given to any director who attends the meeting without protesting before or at its commencement about the lack of adequate notice.

3.12 Quorum of Board of Directors. At all meetings of the Board of Directors, a majority of the directors shall constitute a quorum for the transaction of business, and the votes

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of a majority of the directors present at a meeting at which a quorum is present shall constitute the decision of the Board of Directors.

3.13 Compensation. No director shall receive any compensation from the Association for acting as such.

3.14 Open Meetings. All meetings of the Board shall be open to all members, but members other than directors may not participate in any discussion or deliberation unless expressly so authorized by the Board.

3.15 Executive Session. The Board may adjourn a meeting and reconvene in executive session to discuss and vote upon personnel matters, litigation in which the Association is or may become involved, and orders of business of a similar nature. The nature of any and all business to be considered in executive session shall first be announced in open session.

3.16 Action Without A Formal Meeting. Any action required or permitted to be taken at a meeting of the directors may be taken without a meeting if one or more consents, in writing, setting forth the action so taken, shall be signed by a majority of the directors and delivered to the Association for inclusion in the minutes for filing in the corporate records.

3.17 Telephonic Participation. One or more directors may participate in and vote during any meeting of the Board by telephone conference call or any other means of communication by which all directors participating may simultaneously hear each other during the meeting. Any such meeting at which a quorum participates shall constitute a meeting of the Board.

3.18 Powers. The Board of Directors shall be responsible for the affairs of the Association and shall have all of the powers and duties necessary for the administration of the Association's affairs and, as provided by law, may do all acts and things as are not by law, the Declaration, Articles, or these Bylaws directed to be done and exercised by the members. In addition to the duties imposed by these Bylaws or by any resolution of the Association that may hereafter be adopted, the Board of Directors shall have the power to and be responsible for the following, in way of explanation, but not limitation:

(a) preparation and adoption of an annual budget in which there shall be established the contribution of each member to the common expenses;

(b) making assessments to defray the common expenses and establishing the means and methods of collecting such assessments;

(c) providing for the operation, care, upkeep, and maintenance of all areas which are the maintenance responsibility of the Association;

(d) designating, hiring, and dismissing the personnel necessary for the operation of the Association and, where appropriate, providing for the compensation of such personnel and for the purchase of equipment, supplies, and material to be used by such personnel in the performance of their duties;

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(e) collecting the assessments, depositing the proceeds thereof in a bank depository which it shall approve, and using the proceeds to administer the Association;

(f) making and amending rules and regulations;

opening of bank accounts on behalf of the Association and designating the signatories required;

(h) enforcing by legal means the provisions of the Declaration, these Bylaws, and the rules and regulations adopted by it, and bringing any proceedings which may be instituted on behalf of or against the members concerning the Association;

(i) obtaining and carrying insurance against casualties and liabilities, as provided in the Declaration, and paying the premium cost thereof;

(1) keeping books with detailed accounts of the receipts and expenditures of the Association and the actions thereof, and specifying the maintenance and repair expenses and any other expenses incurred; and

(k) authorization of contracts on behalf of the Association.

3.19 Management Agent. The Board of Directors may employ for the Association a professional management agent or agents at a compensation established by the Board of Directors to perform such duties and services as the Board of Directors shall authorize. The Declarant or an affiliate of the Declarant may be employed as managing agent or manager. The term of any management agreement shall not exceed one year and shall be subject to termination by either party, without cause and without penalty, upon ninety (90) days' written notice.

3.20 Borrowing. The Board of Directors shall have the power to borrow money without the approval of the members of the Association; provided, however, except as otherwise provided in the Declaration, the Board shall obtain membership approval in the same manner as for special assessments, in the event that the total amount of such borrowing exceeds or would exceed ten percent of the annual budget of the Association.

3.21 Fining or Suspension Procedure. The Board shall not impose a fine or suspension (a late charge shall not constitute a fine) unless and until the procedure outlined herein has been followed. However, this shall not be required for the following: (1) late charges on delinquent assessments; (2) suspension of voting rights if an Owner is shown on the Association's records to be more than 30 days delinquent in any payment due the Association; (3) suspension of the right to use the Common Property; and (4) suspension of utility services, in which case the late charge and foregoing suspensions shall be automatic.

(a) Written notice shall be delivered to the member by personal delivery at the Lot or first-class or certified mail sent to the address of the member shown on the Association's records, specifying:

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(1) the nature of the violation, the fine or suspension to be imposed and the date, not less than ten (10) days or, in the event of an unapproved sign, twenty-four (24) hours, from the date of the notice, that the fine or suspension will take effect; (2) that the violator may, within ten days from the date of the notice, request a hearing before the Board regarding the fine or suspension imposed;

(3) the name, address and telephone numbers of a person to contact to request a hearing:

(4) that any statements, evidence, and witnesses may be produced at the hearing; and

(5) that all rights to have the fine or suspension reconsidered are waived if a hearing is not requested within ten days of the date of the notice.

(b) If a hearing is requested, it shall be held before the Board in executive session, and the violator shall be given a reasonable opportunity to be heard. The minutes of the meeting shall contain a written statement of the results of the hearing. Except for the display of unapproved signs, the fine or suspension shall run from the date that a decision is made by the Board at the conclusion of the hearing or such later date as the Board may determine.

Article 4

Officers

4.1 Officers. The officers of the Association shall be a President, Vice President, Secretary, and Treasurer. Any two or more offices may be held by the same Person, excepting the offices of President and Secretary. The President and Treasurer shall be elected from among the members of the Board of Directors.

4.2 Election, Term of Office, and Vacancies. Except during the period in which the Declarant has the right to appoint the officers of the Association, the officers of the Association shall be appointed annually by the Board of Directors at the first meeting of the Board of Directors following the election of directors. A vacancy in any office arising because of death, resignation, removal, or otherwise may be filled by the Board of Directors for the unexpired portion of the term.

4.3 Additional Officers and Agents. The Board of Directors may appoint such other officers, including vice presidents, assistant secretaries and assistant treasurers, and agents as it shall deem necessary. Such officers and agents shall hold their respective offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board of directors.

4.4 Salaries. The officers shall receive no compensation.

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4.5 Removal. Except for officers appointed by the Declarant, any officer may be removed, with or without cause, by the Board of Directors.

4.6 President. The President shall be the chief executive officer of the Association and shall preside at all meetings of the members and directors. The immediate supervision of the affairs of the Association shall be vested in the President. It shall be the President's duty to attend to the business of the Association and maintain strict supervision over all of its affairs and interests. The President shall keep the Board of Directors fully advised about the affairs and conditions of the Association, and shall manage and operate the business of the Association pursuant to and in accordance with such policies as may be prescribed from time to time by the Board of Directors.

4.7 Vice President. The Vice Presidents), if any, shall act in the President's absence or disability and shall have all powers, duties, and responsibilities provided for the President when so acting, and shall perform such other duties as shall from time to time be imposed upon any Vice President by the Board or delegated to a Vice President by the President.

4.8 Secretary. The Secretary shall keep the minutes of all meetings of the members and of the Board of Directors; notify the members and directors of meetings as provided by these bylaws and Georgia law; have custody of the seal of the Association; affix such seal to any instrument requiring the same; attest the signature or certify the incumbency or signature of any officer of the Association; and perform such other duties as the President, or the Board of Directors may prescribe. The Secretary shall perform the duties of the Treasurer of the Association in the absence or disability of the Treasurer.

4.9 Treasurer. The Treasurer shall keep, or cause to be kept, the financial books and records of the Association, and shall faithfully account for the Association's funds, financial assets, and other assets entrusted to the Treasurer's care and custody. The Treasurer shall make such reports as may be necessary to keep the President and the Board of Directors informed at all times as to the financial condition of the Association, and shall perform such other duties as the President, or the Board of Directors may prescribe. The Treasurer shall maintain the money and other assets of the Association in the name and to the credit of the Association in such depositories as may be designated by the Board of Directors. The Treasurer may provide for the investment of the money and other assets of the Association consistent with the needs of the Association to disburse such money and assets in the course of the Association's business. The Treasurer shall perform the duties of the Secretary of the Association in the absence or disability of the Secretary.

4.10 Resignation. Any officer may resign at any time by giving written notice to the Board of Directors. Such resignation shall take effect on the date of the receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

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Article 5

Committees

Advisory committees to perform such tasks and to serve for such periods as may be designated by the Board or as provided in the Declaration are hereby authorized. Each committee shall be composed and shall operate in accordance with the terms of the Declaration or resolution of the Board of Directors designating the committee or with rules adopted by the Board of Directors. An advisory committee shall not be authorized to exercise any authority of the Board under the Articles of Incorporation, the Declaration, these Bylaws or the Georgia Nonprofit Corporation Code.

Article 6

Miscellaneous

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

6.2 Parliamentary Rules. Roberts Rules of Order (current edition) shall govern the conduct of all Association proceedings, when not in conflict with Georgia law, the Articles of Incorporation, the Declaration or these Bylaws.

6.3 Conflicts. If there are conflicts or inconsistencies between the provisions of Georgia law, the Articles of Incorporation, the Declaration and these Bylaws, the provisions of Georgia law, the Declaration, the Articles of Incorporation and the Bylaws (in that order) shall prevail.

6.4 Notices. Unless otherwise prohibited by these Bylaws or the Declaration, all notices and other communications required by the Declaration or Bylaws shall be in writing and shall be given by:

(a) Personal delivery;

(b) United States mail, first class, postage prepaid;

(c) Statutory overnight delivery;

(d) Electronic mail;

(e) Facsimile; or

(f) A secure web site, provided that notice shall be deemed given via web site only upon proof that the addressee has retrieved the message.

Notices given by one of the methods described above shall be given:

(a) If to the Lot Owner, to the address, electronic mail address or facsimile number that the Owner has designated in writing and filed with the Secretary, or if no such address has been designated, at the address of the Lot of such Owner; or

(b) If to an Occupant, to the address, electronic mail address or facsimile number that the Occupant has designated in writing with the Secretary or, if no such address has been designated, at the address of the Lot occupied.

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6.5 Amendment. These Bylaws may be amended by the Board of Directors with the consent of the Declarant if such amendment is necessary to: (a) bring any provision hereof into compliance with any applicable governmental statute, rule, or regulation or judicial determination which shall be in conflict therewith; (b) enable any title insurance company to issue title insurance coverage with respect to the Lots subject to the Declaration; (c) enable an institutional or governmental lender or purchaser of mortgage loans, including, without limitation, the Federal National Mortgage Association or Federal Home Loan Mortgage Corporation, to make or purchase Mortgage loans on the Lots subject to the Declaration; (d) enable any governmental agency or private insurance company to insure or guarantee Mortgage loans on the Lots subject to the Declaration; or (e) comply with the provisions of the Georgia Property Owners Association Act, O.C.G.A. § 44-3-220 et seg. In addition, these Bylaws may be amended upon the affirmative vote of at least two-thirds (2/3) of the Total Association Vote and the consent of Declarant.

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CERTIFICATION

1, the undersigned, do hereby certity:

That I am the duly elected and acting Secretary of Summerville II Community Association, Inc., a Georgia corporation;

Board The fain montin the sov if i he going of Augur 22 ho

IN WITNESS WHEREOF, I have hereunto subscribed my name and aftixed the seal of said Association this 301 day of Aulgust, 20 2Z

SUMMERVILLE II

COMMUNITY ASSOCIATION, INC.

_ (Seal) Secretary

[CORPORATE SEAL]