Whitehall Mill Lofts Covenants & HOA Documents | Athens, GA

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Page 1

FILED I OFFICE

OR COURT

POCIA 03 MAY 16 PM 3:41

ẠỊCLERK Return to:

Linda B. Curry, Esq.

Weissman, Nowack, Curry & Wilco, P.C.

One Allance Center, 4th Floor

3500 Lenox Road

Atlanta, Georgia 30326

DECLARATION OF CONDOMINIUM

FOR

WHITEHALL MILL CONDOMINIUM

WEISSMAN, NOWACK, CURRY & WILCO, P.C.

Attorneys

One Alliance Center, 4th Floor

3500 Lenox Road

Atlanta, Georgia 30326

(404) 926-4500

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009400 256991-6ł

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STATE OF GEORGIA

COUNTY OF ATHENS-CLARKE

DECLARATION OF CONDOMINIUM

FOR

WHITEHALL MILL CONDOMINIUM

THIS DECLARATION is made on the date set forth below by Whitehall Mill, LLC, a Georgia limited liability company (hereinafter referred to as "Declarant);

WITNESETH

WHEREAS, Declarant is the owner of the real property which is located in Athens-Clarke County, Georgia and is described in Exhibit "A" attached hereto and incorporated herein by this reference; and

WHEREAS, a plat of survey related to the Condominium prepared by Pinion & McGaughey Land Surveyors dated October 29, 2002 and last amended on May 8, 2003, was filed in Condominium Plat Book _ -, Page(s) 22, Athens-Clarke County, Georgia Records; and Inc. were hed in Condominium lain an a ciet on prepared by Pim sten Athens charke .. of the Athens-Clarke County, Georgia Records; and

WHEREAS, Declarant desires to subject the real property described in Exhibit "A" hereto, including the improvements thereof, to the provisions of this Declaration and to the Georgia Condominium Act;

NOW, THEREFORE, Declarant hereby declares that the real property described in Exhibit "A" of this Declaration, including the improvements located thereon, is hereby submitted and made subject to the form of ownership set forth in the Georgia Condominium Act, and is hereby subjected to the provisions of this Declaration. By virtue of the recording of this Declaration, said property shall be held, sold, transferred, conveyed, used, occupied, and mortgaged or otherwise encumbered subject to provisions of the Georgia Condominium Act and the covenants, conditions, restrictions, easements, assessments, and liens set forth in this Declaration, which are for the purpose of protecting the value and desirability of, and which shall run with the title to, the real property subject to this Declaration, and shall be binding on all persons having any right, title or interest in all or any portion of the real property subject to this Declaration, their respective heirs, legal representatives, successors, successors-in-title and assigns, and shall be for the benefit of all owners of the property subject to this Declaration.

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1. NAME...

2. DEFINITIONS.. 1

LOCATION, PROPERTY DESCRIPTION, PLATS AND PLANS 3 4. UNITS AND BOUNDARIES.. 3 5. COMMON ELEMENTS.. 5 6. LIMITED COMMON ELEMENTS.. 5 7. ASSOCIATION MEMBERSHIP AND ALLOCATION OF VOTES

8. ALLOCATION OF LIABILITY FOR COMMON EXPENSES

9. ASSOCIATION RIGHTS AND RESTRICTIONS. .. 7 10. ASSESSMENTS.. ... 9 11. INSURANCE .. 12 12. REPAIR AND RECONSTRUCTION .. 15 13. ARCHITECTURAL CONTROLS.. .. 16 14. USE RESTRICTIONS.. ... 19 15. LEASING ... 26 16. SALE OF UNITS. ... 29 17. MAINTENANCE RESPONSIBILITY .. 29 18. MORTGAGEE'S RIGHTS 32 19. GENERAL PROVISIONS.. 34 20. EMINENT DOMAIN 36 21. EASEMENTS.. . 37 22. AMENDMENTS.. 39 23. SEVERABILITY .. 40 24. DECLARANT RIGHTS... 41 25. EXPANSION OF THE CONDOMINIUM 41 26. PREPARER.. 42

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EXHIBITS

DESCRIPTION OF SUBMITTED PROPERTY ..

UNDIVIDED PERCENTAGE INTEREST IN THE COMMON ELEMENTS AND

LIABILITIES FOR COMMON EXPENSES ..B"

DESCRIPTION OF ADDITIONAL PROPERTY

BYLAWS...

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DECLARATION OF CONDOMINIUM

FOR

WHITEHALL MILL CONDOMINIUM

T. NAME.

The name of the condominium is Whitehall Mill Condominium (hereinafter sometimes called 'Whitehall Mill" or the "Condominium," as further defined herein), which condominium is hereby submitted by Declarant to the Georgia Condominium Act, O.C.G.A. § 44-3-70, et seg. (1991 and Supp. 2001).

DEFINITIONS.

Generally, terms used in this Declaration, the Bylaws, and the Articles of Incorporation shall have their normal, generally accepted meanings given in the Act or the Georgia Nonprofit Corporation Code. Unless the context otherwise requires, certain terms used in this Declaration, the Bylaws and the Articles of Incorporation shall be defined as follows:

Act shall mean the Georgia Condominium Act, O.C.G.A. § 44-3-70, et seg. (1991 and Supp. 2001), as such Act may be amended from time to time.

(b) Additional Property shall mean that property described in Exhibit "C" attached hereto and incorporated herein, which Declarant may, but shall have no obligations to, submit to the Condominium as provided in this Declaration.

Architectural Control Committee or ACC shall mean the committee established to exercise the architectural review powers set forth in Paragraph 13 hereot.

(d) Area of Common Responsibility shall mean and refer to the Common Elements, together with those areas, if any, which by the terms of this Declaration or by contract or agreement with any other person or entity, become the responsibility of the Association.

Articles or Articles of Incorporation shall mean the Articles of Incorporation of Whitehall Mill Condominium Association, Inc., which have been filed with the Secretary of State of the State of Georgia.

Association shall mean Whitehall Mill Condominium Association, Inc., a Georgia nonprofit corporation, its successors or assigns.

(g) Board or Board of Directors shall mean the body responsible for management and operation of the Association.

Bylaws shall mean the Bylaws of Whitehall Mill Condominium Association, inc., attached to this Declaration as Exhibit "D" and incorporated herein by this reference.

Common Elements shall mean those portions of the property subject to this Declaration, which are not included within the boundaries of a Unit, as more particularly described in this Declaration.

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Common Expenses shall mean the expenses incurred or anticipated to be incurred by the Association for the general benefit of the Condominium including, but not limited to, those expenses incurred for maintaining, repairing, replacing, and operating the Common Elements.

(k) Community-Wide Standard shall mean the standard of conduct, maintenance, or other activity generally prevailing within the Condominium. Such standard may be more specifically determined by the Board of Directors and the Architectural Control Committee.

Condominium shall mean all that property described in Exhibit *A" attached hereto and incorporated herein by this reference, submitted to the provisions of the Act by this Declaration and any property described in Exhibit "C" that is later submitted to the provisions of the Act and this Declaration.

Condominium Instruments shall mean this Declaration and all exhibits to this Declaration, including the Bylaws of the Association, and the Survey and Floor Plans, all as may be supplemented or amended from time to time.

(n) Declarant shall mean Whitehall Mill, LLC, a Georgia limited liability company, its respective successors and assigns and any other Person or entity as further setforth in Section 443-71(13) of the Act. The expiration of Declarant's right to appoint the directors and officers of the Association as provided in Article III, Section 2 of the Bylaws shall not alter the status of Whitehall Mill, LLC as the Declarant herein.

Declarant's Easement Area shall mean that certain area, as shown on the Floor Plans, that Declarant has the right to use exclusively for any purpose it deems appropriate as set forth in Paragraph 21(1).

Eligible Mortgage Holder shall mean those holders of first Mortgages secured by Units in the Condominium who have requested notice of certain items as set forth in this Declaration.

Facade Easement shall mean the Deed of Gift and Agreement for an Architectural, Façade and Preservation Easement between Whitehall Mill, LLC and Athens-Clarke Heritage Foundation, Inc., dated December 21, 2002, recorded January 30, 2003, in Deed Book 2344, Page 398, et seg., Athens-Clarke County, Georgia records, as amended or as may be amended.

Floor Plans shall mean the floor plans for Whitehall Mill Condominium, filed in the condominium file cabinet of the Athens-Clarke County, Georgia records.

Historic Preservation Ordinance shall mean Chapter 8-5 of the Code of Ordinances, County of Athens-Clarke, Georgia, under which the Condominium has been given an historic landmark designation.

Limited Common Elements shall mean a portion of the Common Elements reserved for the exclusive use of those entitled to occupy one (1) or more, but less than all, Units, as more

Majority shall mean those eligible votes, Owners, or other group as the context may indicate totaling more that fifty percent (50%) of the total eligible number.

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Mortgage shall refer to any mortgage, deed to secure debt, deed of trust, or other transfer or conveyance for the purpose of securing the performance of an obligation including, but not limited to, a transfer or conveyance of fee title for such purpose.

(W) Mortgage or Mortgage Holder shall mean the holder of any Mortgage.

Occupant shall mean any Person staying overnight in a Unit for a total of more than thirty (30) days, either consecutive or nonconsecutive, in any calendar year, regardless of whether such Person is a tenant or the Owner of such Unit.

Owner shall mean the record titleholder of a Unit within the Condominium, but shall not include a Person who is only a Mortgage holder.

(Z) Person shall mean any individual, corporation, firm, association, partnership, trust, or other legal entity.

(aa) Survey shall mean the plat of survey for Whitehall Mill Condominium, filed in the condominium plat book of the Athens-Clarke County, Georgia records.

(bb) Unit shall mean that portion of the Condominium intended for individual ownership and use as more particularly described in this Declaration and shall include the undivided ownership in the Common Elements assigned to the Unit by this Declaration.

3. LOCATION, PROPERTY DESCRIPTION, PLATS AND PLANS

The Condominium subject to this Declaration and the Act is located in General Militia District 217 of Athens-Clarke County, Georgia, being more particularly described in Exhibit "A" attached to this Declaration, which exhibit is specifically incorporated herein by this reference. The Survey and Floor Plans relating to the Condominium will be filed in the Athens-Clarke County, Georgia records at the time the Condominium property is submitted to this Declaration. The Survey and Floor Plans are incorporated herein by reference as fully as if the same were set forth in their entirety herein.

So long as Declarant owns a Unit, Declarant reserves the right, but shall have no obligation, to make improvements and changes to all or part of the Common Elements and the Units owned by Declarant (other than changes to the location of Unit boundaries unless expressly permitted herein), including, without limitation, addition and realignment of parking spaces, addition and reconfiguration of storage spaces, renovation and installation of changes to utility systems and facilities, rearrangement and installation of security and refuse facilities, work relating to building exteriors, and extension of the drives and utility lines and pipes located on the Condominium.

4. UNITS AND BOUNDARIES.

The Condominium will be divided into thirty-four (34) separate Units, Common Elements, and Limited Common Elements. Each Unit consists of a dwelling and its appurtenant percentage of undivided interest in the Common Elements. Each Unit shall be conveyed as a separately designated and legally described freehold estate subject to the Act and the Condominium Instruments. The Units are depicted on the Survey and the Floor Plans. Each Unit includes that part of the structure, which lies within the following boundaries:

(a) Vertical Boundaries. The perimetrical or vertical boundaries of each Unit shall be the centerline of the wall separating the Unit from the exterior wall or walls of the building and the

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centerline of the wall separating the Unit from the hallway of the floor on which the Unit is located in the building. With respect to common walls between Units, the perimetrical or vertical boundary of the Units served thereby shall be the centerline of such wall. The vertical boundaries include the wallboard or other material comprising the wall of the Unit.

(b) Horizontal Boundaries.

Unit shall be the horizontal plane formed by the uppermost, unexposed surface of the wallboard or other material comprising the ceiling enclosing the uppermost story of the Unit, with such material constituting part of the Unit. The lower horizontal boundary of such Units shall be the horizontal plane formed by the lowermost surface of the subflooring on which the lowermost story of the Unit is constructed, with the flooring and subflooring constituting part of the Unit.

The horizontal boundaries of Units 3 through 30 in Building One shall be as follows. These Units do not have the lower level of a Unit located below the upper level of the same Unit. Instead, the lower level of a Unit is below the upper level of another Unit and viceversa. For example, the lower eve of Unit 3 is located below the upper level of Unit 4 and the upper level of Unit 3 is located above the lower level of Unit 4. Therefore, the lower horizontal bounaaries of the lower level of such Units shall be the horizontal plane formed by the lowermost surface of the subflooring of that Unit, with the flooring and subflooring constituting part of the Unit and the upper horizontal boundary shall be horizontal plane formed by the lowermost surface of the subfloor of the Unit above. The horizontal boundaries of the upper level of such Units shall be the horizontal plane formed by the lowermost surface of the subflooring of the upper level of that Unit, with the flooring and subflooring constituting part of that Unit as to the lower horizontal boundaries and the horizontal plane formed by the uppermost, unexposed surface of the wallboard or other material comprising the ceiling of the upper level of the Unit as to the upper horizontal boundaries. The stairwell connecting the lower level and upper level portions of such Units shall be included with the boundaries of such Units.

Additional Information to Interpret Unit Boundaries. Entry doors and exterior glass surfaces, including, but not limited to, windows, glass doors and skylights, serving the Unit shall be included within the boundaries of the Unit. Heating and air conditioning systems serving a single Unit (including any part of any such system located outside the boundaries of the Unit), all duct work for heating and air conditioning systems and appliances and plumbing fixtures within a Unit shall be part of the Unit.

If any chutes, flues, ducts, conduits, wires, pipes or other apparatus lies partially within and partially outside of the designated boundaries of the Unit, any portion thereof which serves only that Unit shall be deemed to be a part of that Unit, while any portions thereof which serve more than one (1) Unit or any portion of the Common Elements shall be deemed a part of the Common Elements.

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The ownership of each Unit shall include, and there shall pass with each Unit, whether or not separately described in the conveyance thereof, that percentage of the right, title and interest in the Common Elements attributable to such Unit, together with membership in the Association and an undivided interest in the funds and assets held by the Association.

COMMON ELEMENTS.

The Common Elements consist of all portions of the Condominium not located within the boundaries of a Unit. The Common Elements include, without limitation, certain utility infrastructures, fences, entry feature and lighting for same, paving, walls, retaining walls, the foundation, roofs, roof decks, exterior walls of the buildings, landscape areas, outside parking areas and lighting for same, mail kiosks, stairs, hallways, roof decks, and any buildings on the Condominium that do not contain Units.

Ownership of the Common Elements shall be by the Unit Owners as tenants-in-common. The percentage of undivided interest in and to the Common Elements attributable to each Unit is set forth in Exhibit "B" attached hereto and incorporated herein by this reference. Such percentages of undivided interest may be altered only by the consent of all Owners and Mortgagees (or such lesser number of Owners and Mortgagees as may hereafter be prescribed by the Act) expressed in a duiy recorded amendment to this Declaration, except in the case of expansion of the Condominium, as provided in Paragraph 25 hereof, in which case the amendment may be approved and executed by Declarant without approval of the Owners or Mortgagees.

The Common Elements shall remain undivided, and no Owner or any other person shall bring any action for partition or division of the whole or any part thereof except as provided in the Act. Except as provided for Limited Common Elements or as otherwise provided herein, each Owner and the Association may use the Common Elements for the purposes for which they are intended, but no such use shall enter or encroach upon the lawful rights of the other Owners. 6. LIMITED COMMON ELEMENTS.

(a) The Limited Common Elements located on the Condominium and the Units) to which they are assigned are:

entry foyers, hallways, corridors, and stairs serving one (1) or more, but less than all Units but not located within a Unit, as shown on the Floor Plans, are assigned as Limited Common Elements to the Units that they serve;

the portion of the Common Elements on which there is located any portion of the air conditioning or heating system exclusively serving more than one (1) but less than all Units is assigned as Limited Common Element Units so served;

any utility meter which serves only one (1) Unit is assigned as a Limited Common Element to the Unit so served;

a Unit may be assigned one (1) or more parking spaces as a Limited Common Element. Parking spaces may be initially assigned or reassigned by amendment to this Declaration as provided in subparagraphs (b) and (c) below;

any balcony, deck or courtyard, including any steps associated with these structures, attached to and serving only one (1) Unit or shown on the Floor Plans as a

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Limited Common Element is assigned as a Limited Common Element to the Unit to which it is attached and which it serves or to which it is assigned on the Floor Plans;

in the event carports are constructed over assigned parking spaces, then the carport structure shall be assigned as a Limited Common Element to those Units to which the underlying parking spaces are assigned.

(vil) each Unit is assigned one (1) mailbox or mail slot, to be initially assigned in the sole discretion of the Declarant.

The Association's Board of Directors, without need for a membership vote, is hereby authorized to assign and to reassign Limited Common Elements and Common Elements not previously assigned, provided that any such assignment or reassignment shall be made in accordance with the provisions of Section 44-3-82(b) and (c) of the Act. A Common Element not previously assigned as a Limited Common Element may be so assigned and a Limited Common Element may be reassigned by the Board, without the need for a vote of the Association, upon written application to the Association by the Unit Owner or Owners for whose exclusive use such Common Element is requested or whose use of the Limited Common Element previously assigned is directly affected. Upon such application, the Association shall prepare and execute an amendment to the Declaration assigning the Common Element as a Limited Common Element or reassigning the Limited Common Element, which amendment shall be executed by the Owner or Owners making such application. Such amendment shall be delivered and become effective as provided in Section 44-3-82 of the Act. For so long as the Declarant owns a Unit primarily for the purpose of sale, an amendment to assign a Common Element, not previously assigned as a Limited Common Element shall be executed by the officers of the Association, if the request is made by the Declarant. The Board has the right to approve or disapprove any such request made by any Person other than the Declarant.

For so long as Declarant owns any Unit primarily for the purpose of sale, Declarant shall have the right to sell to Unit Owners one (1) or more parking spaces, to be assigned as Limited Common Elements pursuant to subparagraphs (a) and (b) above. The proceeds of the sale of parking spaces as Limited Common Elements shall belong to the Declarant.

ASSOCIATION MEMBERSHIP AND ALLOCATION OF VOTES.

All Unit Owners, by virtue of their ownership of a fee or undivided fee interest in any Unit in the Condominium, excluding Persons holding such interest under a Mortgage, are members of the Whitenall Mill Condominium Association, Inc., and, except as otherwise provided herein or in the Bylaws, shall be entitled to vote on all matters upon which members of the Association are entitled to vote pursuant to the Declaration and in accordance with the Bylaws. Subject to the provisions of the Condominium Instruments, the Owner or collective Owners shall be entitled to one (1) equally weighted vote for such Unit.

ALLOCATION OF LIABILITY FOR COMMON EXPENSES.

Except as provided below or elsewhere in the Act or Condominium Instruments, the amount of all Common Expenses shall be assessed against all the Units in accordance with the percentage of undivided interest in the Common Elements appurtenant to the Unit as set forth in Exhibit "B" attached hereto and incorporated herein by this reference.

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The Board of Directors shall have the power to levy special assessments against Units pursuant to this Paragraph and to Section 44-3-80(b) of the Act as, in its discretion, it shall deem appropriate. Failure of the Board of Directors to exercise its authority under this Paragraph 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 Paragraph in the future with respect to any expenses, including an expense for which the Board has not previously exercised its authority under this Paragraph.

Any Common Expenses benefiting less than all of the Units or significantly disproportionately benefiting all Units may be specially assessed equitably among all of the Units that are benefited according to the benefit received. Except for expenses for maintenance, repair or replacement of Limited Common Elements, which may be specially assessed, expenses incurred for the maintenance, repair or replacement of the Area of Common Responsibility, shall not be specially assessed.

Any Common Expenses occasioned by the conduct of less than all of those entitled to occupy all of the Units or by the Occupant(s), licensees or invitees of any such Unit or Units may be specially assessed against such Unit or Units.

The Condominium is served by a common water meter, and the Board shall have the authority to install submeters and assess individual Unit utilities usage charges as special assessments as provided in subparagraph (b)(i) above. This shall include the right to add a charge for the cost of overhead for such submetering, against individual Units and/or to install separate utility meters for the Units. In the event submeters are installed, the Board shall have the authority to assess individual Unit utilities usage charges, based on readings of the submeters, including a right to add a charge for the cost of overhead for such submetering and/or to install separate utility meters for the Units, or based upon reasonable estimates of utilities usage charges with periodic adjustments.

9. ASSOCIATION RIGHTS AND RESTRICTIONS.

In addition to and not in limitation of all other rights it may have, the Association, acting through its Board of Directors, shall have the right and authority;

to enter into Units for maintenance, emergency, security, or safety purposes, which right may be exerdised bricers, tre is right may be exercised by the Association's Board of Directors, officers, agents, employees, managers, and all police officers, firemen, ambulance personnel, and similar emergency personnel in the performance of their respective duties. Except in an emergency situation, entry shall be only during reasonable hours and after reasonable notice to the Owner or Occupant of the Unit. For the purposes of this Paragrapn, an emergency justitying immediate entry into a Unit shall include, but not be limited to, the following situations: a water or other utility leak, fire, strong foul odor, obvious insect infestation or sounds indicating that a person or animal might be injured or sick and require immediate medical attention. No one exercising the rights granted in this subparagraph shall be liable for trespass, damages, or in any other manner by virtue of exercising such rights. The failure to exercise the rights herein or to exercise said rights in a timely manner shall not create liability to any of the above-referenced parties, it being agreed that no duty to enter a Unit shall exist;

(b) to make and to enforce reasonable rules and regulations governing the use of the Condominium, including the Units, Limited Common Elements, and Common Elements;

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(C) to enforce use restrictions, other Declaration and Bylaws provisions, and rules and regulations by the imposition of reasonable monetary fines and suspension of use and voting privileges as provided in Section 44-3-76 of the Act, as amended;

(d) to grant and accept permits, licenses, utility easements, leases, and other easements; (e) to control, manage, operate, maintain, improve and replace all portions of the Area of Common Responsibility;

(f) to represent and act on behalf of the Unit Owners in the event of damage or destruction as a result of casualty loss in accordance with the provisions of the Act and Paragraph 12 of this Declaration;

(g) to represent and act on behalf of the Unit Owners in the event of any loss resulting from condemnation or eminent domain in accordance with the provisions of the Act and Paragraph 20 of this Declaration;

(h) to acquire, hold, and dispose of tangible and intangible personal property and real property;

to collect security deposits in reasonable amounts, as determined by the Board of Directors in its sole discretion, to protect against any damage to the Condominium, including, without limitation, damage resulting from: moving in or out of a Unit; the transportation and use of construction materials in the Condominium; and the alteration, modification, or addition to a Unit and any Limited Common Element appurtenant thereto. Costs for repair of such damage may be deductible from the security deposit and any additional expenses may be specifically assessed against the Unit under

to approve contractors or subcontractors who have access to the Condominium for the purpose of making repairs or improvements to Units based on rules and regulations promulgated and adopted by the Board which may include, without limitation: financial stability of the contractors and/or subcontractors; history of compliance with the Condominium Instruments and rules and regulations of the Association; and other factors that may be reflective of quality and ability. The Board may also impose insurance requirements and collect other non-refundable deposits for use of the trash receptacle;

(k) at the sole expense of the Association, without need for a membership vote, and without the consent of any affected Unit Owner, to relocate any portion of the air conditioning, heating, plumbing, ventilating, exhaust or electrical system serving a particular Unit, provided that after such relocation, the system serving the Unit functions at least as well and at no greater cost to the Unit Owner as existed prior to the relocation; and

to close permanently or temporarily any portion of the Common Elements (excluding the Limited Common Elements), and any Common Elements the use of which is reasonably necessary for access to or from a Unit with thirty (30) days prior notice to all Owners, except that, in emergency situations requiring a temporary closing, prior notice shall not be required so long as notice is given within three (3) days after the closing explaining the reason for the closing Notwithstanding the above, the Owners may re-open closed Common Elements by a majority vote of the total Association vote, cast at a duly called special or annual meeting.

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10. ASSESSMENTS.

Purpose of Assessment. The Association shall have the power to levy assessments as provided herein and in the Act. The assessments for Common Expenses provided for herein shall be used for the general purposes of promoting the recreation, health, safety, welfare, common benefit, and enjoyment of the Owners and Occupants of Units in the Condominium as may be more specifically authorized from time to time by the Board.

Creation of the Lien and Personal Obligation For Assessments. Each Owner of any Unit, by acceptance of a deed therefor, whether or not it shall be so expressed in such deed, is deemed to covenant and agree to pay to the Association: (i) annual assessments or charges; (il) special assessments, such assessments to be established and collected as hereinafter provided; and (iii) specific assessments against any particular Unit which are established pursuant to the terms of this Declaration, including but not limited to reasonable fines imposed in accordance with the terms of this Declaration.

All such assessments, together with charges, interest, costs, and reasonable attorney's fees actually incurred, and if the Board so elects, rents, in the maximum amount permitted by the Act, shall be a charge on the Unit and shall be a continuing lien upon the Unit against which each assessment is made. Such amounts shall also be the personal obligation of the Person who was the Owner of such Unit at the time when the assessment fell due. Each Owner and his or her grantee shall be jointly and severally liable for all assessments and charges due and payable at the time of any conveyance.

Assessments shall be paid in such manner and on such dates as may be fixed by the Board of Directors; unless otherwise provided, the annual assessments shall be paid in equal monthly installments due on the first day of each calendar month. No Owner may exempt him or herself from liability for or otherwise withhold payment of assessments for any reason whatsoever, including, but not limited to, nonuse of the Common Elements, the Association's failure to perform its obligations required hereunder, or inconvenience or discomfort arising from the Association's performance of its duties. The lien provided for herein shall have priority as provided in the Act.

Delinquent Assessments. All assessments and related charges not paid on or before the due date shall be delinquent, and the Owner shall be in default.

If any monthly installment of annual assessments or any part thereof is not paid in full by the tenth (10th) day of the month or if any other charge is not paid within ten (10) days of the due date, a late charge equal to the greater of Ten and No/100 Dollars ($10.00) or ten percent (10%) of the amount not paid, or such higher amounts as may be authorized by the Act, may be imposed without further notice or warning to the delinquent Owner and interest at the rate of ten percent (10%) per annum or such higher rate as may be permitted by the Act shall accrue from the due date.

If part payment of assessments and related charges is made, the amount received may be applied first to costs and attorney's fees, then to late charges, then to interest, then to delinquent assessments, and then to current assessments.

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delinquency, the Board of Directors may accelerate and declare immediately due all of that Owner's unpaid installments of the annual assessment and of any special assessment without any further notice being given to the delinquent Owner. Upon acceleration, that Owner shall thereby lose the privilege of paying the annual assessment in monthly installments for that fiscal year.

If assessments and other charges or any part thereof remain unpaid more than thirty (30) days after the assessment payments first become delinquent, the Association, acting through the Board of Directors, may institute suit to collect all amounts due pursuant to the provisions of the Declaration, the Bylaws, the Act and Georgia law, including reasonable attorneys' fees actually incurred, and suspend the Owner's and/or Occupant's right to vote and the right to use the Common Elements; provided, however, the Board may not limit ingress or egress. Enforcement under this subparagraph is not dependent upon or related to other restrictions and/or other actions.

If any assessment or other charge is delinquent for thirty (30) days or more, in addition to all other rights provided in the Act and herein, the Association shall have the right upon ten (10) days written notice, and in compliance with any requirements set forth in the Act, to suspend any utility or service, the cost of which are a Common Expense, including, but not limited to, water, electricity, heat, air conditioning and cable television, to that Unit until such time as the delinquent assessments and all costs permitted under this Paragraph, including reasonable attorney's fees, are paid in full. Any costs incurred by the Association in discontinuing and/or reconnecting any utility service, including reasonable attorney's fees, shall be an assessment against the Unit.

Notwithstanding the above, only the Board may suspend any utility or service paid for as a Common Expense but only after a final judgment or judgments in excess of a total of Seven Hundred Fifty and No/100 Dollars ($750.00), or such other amount as required by the Act, are obtained in favor of the Association from a court of competent jurisdiction, the Association provides the notice required to be provided by the institutional provider of such service prior to suspension of such service, and the Association complies with any other requirements of Georgia law. A Unit Owner whose utility or service has been suspended shall not be entitled to use any such utility or service paid for as a Common Expense from any source and any such unauthorized use shall be considered a theft of services under O.C.G.A. § 16-8-5. The utility or service shall not be required to be restored until all judgments are paid in full, at which time the Association shall direct the utility or service provider to restore the utility or service. Enforcement under this subparagraph is not dependent upon or related to other restrictions and/or other actions.

Computation of Operating Budget and Assessment. It shall be the duty of the Board at least twenty-one (21) days prior to the Association's annual meeting to prepare and deliver to each member a budget covering the estimated costs of operating the Condominium during the coming year and a notice of the assessments to be levied against each Unit for the following year. The budget and the assessment shall become effective unless disapproved at a duly called and constituted annual meeting of the Association by a vote of a majority of the total Association vote; provided, however, if a quorum is not obtained at the annual meeting, the budget shall become effective even though a vote to disapprove the budget could not be called at this meeting.

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current year shall continue for the succeeding year. In such case, the Board may propose a new budget at any time during the year at a special meeting of the Association. The proposed budget and assessment shall be delivered to the members at least twenty-one (21) days prior to the proposed effective date thereof and at least seven (7) days prior to the special meeting. The approval procedure set forth above for budgets considered at annual meetings shall also apply to budgets considered at special meetings.

Special Assessments. In addition to the annual assessment provided for in subparagraph (b) above, 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 (except as provided in Paragraph 8(b) regarding the power to assess specially pursuant to Section 44-3-80(b) of the Act and Paragraph 12(b) herein, regarding repair or reconstruction of casualty damage to or destruction of all or part of the Condominium) which would cause the average total of special assessments levied in one (1) fiscal year to exceed Two Hundred and No/100 Dollars ($200.00) per Unit, shall be approved by a majority of the total Association vote

Capital Reserve Budget and Contribution. The Board of Directors shall annually prepare a capital reserve budget that shall take into account the number and nature of replaceable assets, the expected life of each asset, and the expected repair or replacement cost. The Board shall set the required capital reserve contribution, if any, in an amount sufficient to permit meeting the projected capital needs of the Association, as shown on the capital reserve budget, with respect both to amount and timing by equal annual assessments over the period of the budget. The annual capital reserve contribution required, if any, shall be fixed by the Board and included within the budget and assessment as provided in subparagraph (d) of this Paragraph. A copy of the capital reserve budget shall be distributed to each member in the same manner as the operating budget.

Statement of Account. Any Owner, Mortgagee, or a Person having executed a contract for the purchase of a Unit, or a lender considering a loan to be secured by a Unit, shall be entitled, upon written request, to a statement from the Association setting forth the amount of assessments due and unpaid, including any late charges, interest, fines, or other charges against a Unit. The Association shall respond in writing within five (5) business days of receipt of the request for a statement; provided, however, the Association may require the payment of a fee, not exceeding Ten and No/100 Dollars ($10.00), or such higher amount as may be authorized by the Act, as a prerequisite to the issuance of such a statement. Such written statement shall be binding on the Association as to the amount of assessments due on the Unit as of the date specified therein.

(h) Surplus Funds and Common Profits. Pursuant to Section 44-3-108 of the Act, common profits from whatever source shall be applied to the payment of Common Expenses. Any surplus funds remaining after the application of such common profits to the payment of Common Expenses shall, at the option of the Board of Directors, either be distributed to the Owners or credited to the next assessment chargeable to the Owners in proportion to the liability for Common Expenses attributable to each Unit, or added to the Association's capital reserve account as set forth in (f) above.

Working Capital Fund. The Declarant, on behalf of the Association, shall establish a working capital fund to meet unforeseen expenditures or to purchase any additional equipment or services. A non-refundable contribution to the working capital fund of the Association shall be paid by the purchaser of a Unit at the closing of each sale or resale of a Unit in the amount of two (2) months of the general assessment charged to such Unit. The Declarant shall not use the working capital

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funds to detray any of its expenses, reserve contributions, or construction costs or to make up any budget deficits while it is in control of the Association.

11. INSURANCE

The Association shall obtain and maintain at all times, as a Common Expense, insurance as required by Section 44-3-107 of the Act, as amended, and as required herein. As determined in the sole discretion of the Board of Directors, the Association's insurance policy may exclude improvements and betterments made by the Unit Owner and may exclude the finished surfaces of perimeter and partition walls, floors, and ceilings within the Units (i.e., paint, wallpaper, paneling, other wall covering, tile, carpet and any floor covering; provided, however, floor covering does not mean unfinished hardwood or unfinished parquet flooring.

All insurance purchased by the Association pursuant to this Paragraph shall run to the benefit of the Association, the Board of Directors, officers, all agents and employees of the Association, the Unit Owners and their respective Mortgagees, and all other persons entitled to occupy any Unit as their interests may appear. The Association's insurance policy may contain a reasonable deductible, and the amount thereof shall not be subtracted from the face amount of the policy in determining whether the insurance equals at least the replacement cost of the insured

The Board of Directors shall make available for review by Owners a copy of the Association's insurance policy to allow Owners to assess their personal insurance needs and each Owner shall have the right to obtain additional coverage at his or her own expense.

All insurance coverage for the Association shall be written in the name of the Association as trustee for itself, each of the Owners, and the Mortgagees of Owners, if any. It shall be the duty of the Board of Directors at least every two (2) years to conduct an insurance review to determine if the policy in force is adequate to meet the needs of the Association and to satisfy the requirements of Section 44-3-107 of the Act, as amended. Such responsibility may be performed, and shall be deemed reasonably performed, by the Board requesting the Association's insurance agent to verify that insurance policies in existence meet the needs of the Association and satisfy the requirements of Section 44-3-107 of the Act, as amended.

The Board of Directors shall utilize reasonable efforts to secure a blanket hazard insurance policy providing "all risk" coverage in an amount equal to full replacement cost, before application of deductibles, of all improvements located on the Condominium. If "all risk" coverage is not reasonably available at reasonable cost, the Board shall obtain, at a minimum, fire and extended coverage, including coverage for vandalism and malicious mischief, in like amounts. The Board shall use reasonable efforts to obtain policies that will provide the following:

(i> ordinance or law coverage, demolition cost coverage and increased cost of construction coverage;

the insurer waives its rights of subrogation of any claims against directors, officers, the managing agent, the individual Owners, Occupants, and their respective household members;

(WI) any "other insurance" clause contained in the master policy shall expressly exclude individual Unit Owners' policies from its operation;

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until the expiration of thirty (30) days after the insurer gives notice in writing to the Mortgagee of any Unit, the Mortgagee's insurance coverage will not be affected or jeopardized by any act or conduct of the Owner of such Unit, the other Unit Owners, the Board of Directors, or any of their agents, employees, or household members, nor be canceled for nonpayment of premiums;

(V) the master policy may not be canceled, substantially modified, or subjected to nonrenewal without at least thirty (30) days prior notice in writing to the Board of Directors and all Mortgagees of Units; and

(vi) an agreed value endorsement and an inflation guard endorsement. (b) All policies of insurance shall be written with a company licensed to do business in the State of Georgia. The company shall provide insurance certificates to each Owner and each Mortgagee upon request.

Exclusive authority to adjust losses under policies 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 participating in the settlement negotiations, if any, related thereto.

In no event shall the insurance coverage obtained and maintained by the Association hereunder be brought into contribution with insurance purchased by individual Unit Owners or their Mortgagees. Each Unit Owner shall notify the Board of Directors of all structural improvements made by the Unit Owner to his or her Unit. Any Unit Owner who obtains an individual insurance policy covering any portion of the Condominium, other than improvements and betterments made by such Owner at his or her expense and personal property belonging to such Owner, shall file a copy of such individual policy or policies with the Board of Directors within thirty (30) days after the purchase of such insurance. Such Owner shall also promptly notify, in writing, the Board of Directors in the event such policy is cancelled.

(e) In addition to the insurance required hereinabove, the Board shall obtain as a Common Expense:

(i> workers' compensation insurance if and to the extent necessary to meet the requirements of law;

public liability insurance in amounts no less than required by Section 44-3107 of the Act, as amended, and officers' and directors' liability insurance in such amounts as the Board may determine. The public liability insurance shall contain a cross liability endorsement;

fidelity bonds, if reasonably available, covering officers, directors, employees, and other persons who handle or are responsible for handling Association funds. Such bonds, if reasonably available, shall be in an amount consistent with the best business judgment of the Board of Directors, but in no event less than three (3) months assessments plus a reasonable amount to cover all or a reasonable portion of reserve funds in the custody of the Association at any time during the term of the bond; provided, however, fidelity coverage herein required may be reduced based on the implementation of financial controls which take one or more of the following forms: (a) the Association or management company, if any, maintains a separate bank account for the working account and the 256991-6 - 13 -

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reserve account, each with appropriate access controls and the bank in which funds are deposited sends copies of the monthly bank statements directly to the Association; (b) the management company, if any, maintains separate records and bank accounts for each association that uses its services and the management company does not have the (c) two (2) members of the Board of Directors must sign any checks written on the reserve authority to draw checks on, or to transter tunds from, the Association's reserve account; or account; and

such other insurance as the Board of Directors may determine to be necessary or desirable including, for example coverage of the following types of property chat are part of the buring or sti contained within a Unit, regardless of ownership: (a) fixtures, improvements and alterations that are part of the building or structure; and (b) appliances, such as those used for refrigerating, ventilating, cooking, dishwashing, laundering, security or housekeeping. (f) Insurance carried by the Association as a Common Expense shall not be required to include: (i) any part of a Unit that is not depicted on the original Survey and Floor Plans; or (il) any part of a Unit that was not included as part of the collateral for the initial loan made for the initial for liability arising within the Unit. purchase of the Unit, nor shall the Association include public liability insurance for individual Owners

(g) Nothing contained herein gives any Owner or other party a priority over any rights of first Mortgagees as to distribution of insurance proceeds. Any insurance proceeds payable to the Owner of a Unit on which there is a Mortgagee endorsement shall be disbursed jointly to such Unit Owner and the Mortgagee. This is a covenant for the benefit of any such Mortgagee and may be enforced by any such Mortgagee.

(h) Every Unit Owner shall be obligated to obtain and maintain at all times insurance covering those portions of his or her Unit to the extent not insured by policies maintained by the Association. Upon request by the Board, the Unit Owner shall furnish a copy of such insurance policy or policies to the Association. In the event that any such Unit Owner fails to obtain insurance as required by this subparagraph, the Association may purchase such insurance on behalf of the Unit Owner and assess the cost thereof to the Unit Owner, to be collected in the manner provided for collection of assessments under Paragraph 10 hereof.

Insurance Deductibles. In the event of an insured loss, any required deductible shall be considered a maintenance expense to be paid by the person or persons who would be responsible for such loss in the absence of insurance. If the loss affects more than one (1) Unit or a Unit and the Common Elements, the cost of the deductible may be apportioned equitably by the Board among the parties suffering loss in proportion to each affected owner's portion of the total cost of repair. Notwithstanding this, if the insurance policy provides that the deductible will apply to each Unit separately or to each occurrence, each Unit Owner shall be responsible for paying the deductible pertaining to his or her Unit, if any. If any Owner or Owners fail to pay the deductible when required under this subparagraph, then the Association may pay the deductible and assess the cost to the Owner or Owners pursuant to Paragraph 8 of this Declaration; provided, however, where the deductible is for insurance required under the Act, no Owner shall be assigned more than One Thousand and No/100 Dollars ($1,000.00), or such higher amount as authorized by the Act, as the cost of the deductible for any one (1) occurrence.

Payment of Claims to Delinquent Owners. Notwithstanding anything to the contrary herein, in the event of an insured loss under the Association's master hazard insurance policy for which the Association receives from the insurer payment for a loss sustained by an Owner who is 256991-6 - 14 -

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delinquent in the payment of assessments owed to the Association under Paragraph 10 hereof, then the Association may retain and apply such proceeds to the delinquency. Any surplus the affected Unit Owner. remaining after application of the proceeds to any delinquency shall be paid by the Association to 12. REPAIR AND RECONSTRUCTION

In the event of damage to or destruction of all or any part of the Condominium as a result of fire or other casualty, unless eighty percent (80%) of the Unit Owners, including the Owner or Owners of any damaged Unit or Units, vote not to proceed with the reconstruction and repair of the structure, the Board of Directors or its duly authorized agent shall arrange for and supervise the prompt repair and restoration of the structure. In the event of substantial damage or destruction, each holder of a first Mortgage shall be entitled to written notice of the damage, and nothing in distribution of proceeds to any such Unit. these documents shall be construed to afford a priority to any Unit Owner with respect to the

Cost Estimates. Immediately after a fire or other casualty causing damage to the Condominium, the Board of Directors shall obtain reliable and detailed estimates of the cost of repairing and restoring the structures (including any damaged Unit) to substantially the condition that existed before such casualty, allowing for any changes or improvements necessitated by changes in applicable building codes. Such costs may also include professional fees and premiums for such bonds as the Board of Directors determines to be necessary.

(0) Source and Allocation of Proceeds. If the proceeds of insurance are not sufficient to defray the costs of reconstruction and repair due to failure of the Association to maintain coverage as provided in Paragraph 11 of this Declaration, the additional cost shall be a Common Expense. If, for any reason, the proceeds of insurance are not sufficient to defray the costs of reconstruction and repair, as determined by the Board, the additional costs shall be assessed against the Owners of the Unit(s) damaged in proportion to the damage to the Units or against all Owners, in the case of insufficient funds to cover damage to the Common Elements. This assessment shall not be considered a special assessment as discussed in Paragraph 10(e). If there are surplus funds after repair and reconstruction is completed, such funds shall be common funds of the Association to be used as directed by the Board

Floor Plans and Specifications. Any such reconstruction or repair shall be substantially in accordance with the Floor Plans and specifications under which the Condominium was originally constructed, except where changes are necessary to comply with current applicable building codes or where improvements not in accordance with the original Floor Plans and specifications are approved by the Board of Directors. To the extent insurance proceeds are fire or other casualty. available, the Association may reconstruct or repair Owner improvements damaged as a result of

Encroachments. Encroachments upon or in favor of Units that may be created as a result of such reconstruction or repair shall not constitute a claim or basis for any proceeding or action by the Unit Owner upon whose property such encroachment exists, provided that such reconstruction was substantially in accordance with the architectural plans under which the Condominium was originally constructed. Such encroachments shall be allowed to continue in existence for so long as the reconstructed building shall stand.

Construction Fund. The net proceeds of the insurance collected on account of a casualty and the funds collected by the Association from assessments against Unit Owners on 258991-6 - 15 -

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account of such casualty shall constitute a construction fund, which shall be disbursed in payment of the cost of reconstruction and repair in the manner set forth in this Paragraph to be disbursed by the Association in appropriate progress payments to such contractor(s), supplier (s), and personnel performing the work or supplying materials or services for the repair and reconstruction of the buildings as are designated by the Board of Directors.

13. ARCHITECTURAL CONTROLS.

During Declarant Control. During the time in which the Declarant has the right to appoint directors and officers of the Association under Article II, Section 2 of the Bylaws there shall be no Architectural Control Committee and all encroachments onto the Common Elements or Limited Common Elements, exterior change, alteration or construction (including painting and landscaping), and any erection, placement or posting of any object, sign, clothesline, speaker, playground equipment, light, fountain, flag, personalized or customized exterior door mat, or thing on the exterior or roots of the buildings, in any windows (except window treatments as provided herein), or on any Limited Common Elements or any Common Elements, must receive the prior written approval of the Declarant. However, a mezuzah or comparable religious symbol not larger than three inches (3) in width and nine inches (9) in height may be posted on the doorframe of the Unit and reasonable seasonal decorative lights may be displayed between Thanksgiving and January 15. Granting or withholding such approval shall be within the sole discretion of the Declarant. All references in the Condominium Instruments to the Architectural Control Committee officers and directors of the Association. or ACC shall refer to the Declarant during the period the Declarant has the right to appoint the

(b) After Declarant Control. After such time as the Declarant's rights to appoint officers and directors of the Association as provided in Article Ill, Section 2 of the Bylaws has expired, an Architectural Control Committee shall be appointed by the Board of Directors and except for the Declarant, so long as the Declarant shall own a Unit for sale, no Owner, Occupant, or any other person may make any encroachment onto the Common Elements or Limited Common Elements, or make any exterior change, alteration, or construction (including painting and landscaping), nor erect, place or post any object, sign, clothesline, speaker, playground equipment, light, fountain, flag, personalized or customized exterior door mat, or thing on the exterior or roofs of the buildings, in any windows (except window treatments as provided herein), on any Limited Common Elements, or on any other Common Elements, without first obtaining the written approval of the ACC. However, a mezuzah or comparable religious symbol not larger than three inches (3") in width and nine inches (9") in height may be posted on the doorframe of the Unit and reasonable seasonal decorative lights may be displayed between Thanksgiving and January 15. The standard for approval of such improvements shall include, but not be limited to, aesthetic consideration, materials to be used, harmony with the external design of the existing buildings, Units and structures, the location in relation to surrounding structures and topography, and the impact of such approval, if any, on the increase or decrease of sounds and vibrations between the Units and between the Units and the Common Elements and the impact of such approval, if any, on the increase or decrease of sounds and vibrations between the Units and between the Units and the approvals under this Paragraph. Common Elements. Notwithstanding the above, Declarant shall not be required to obtain any

Alteration of Units. Subject to the other provisions of this Declaration, alterations to the interiors of Units, relocation of the boundaries between adjoining Units, and subdivision of Units are subject to the following restrictions:

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Alterations to the Interiors of the Units. Except as provided herein, no Owner or Occupant may make any alteration within a Unit which involves connecting to Common Element pipes, lines, conduits and/or other apparatus for access to common utilities without prior written ACC approval (including, but not limited to, modifying connections of washers and dryers). Except as provided herein, no Owner or Occupant shall make any interior modifications to or place an excessive load on any structural or load bearing portions of a Unit without first obtaining the prior written approval of the ACC. Such approval shall not be granted by the ACC unless the Owner has presented to the ACC a report or drawing prepared by a licensed structural engineer showing that compensating measures will be taken to ensure the structural integrity of the Unit and the Condominium. All building code requirements must be complied with and necessary permits and approvals secured for any modifications. Notwithstanding the above, all Owners desiring to make any interior modifications or alterations to a Unit affecting the Common Elements or structure or load bearing portions of a Unit must make application to the ACC as described below in order for the ACC to make the determination of whether the ACC's approval is required.

Notwithstanding the above, if any Owner acquires an adjoining Unit, such Owner shall have the right (subject to the prior written approval of the Mortgagees of the Units involved) to remove all or any part of any intervening partition or to create doorways or other apertures therein, notwithstanding the fact that such partition may, in whole or part, be part of the Common Elements, so long as no portion of any structural or load bearing portions of the Unit(s) are materially weakened or removed and the ACC has approved the plans described above and no portion of any Common Elements is damaged, destroyed or endangered, other than that partition and any chutes, flues, ducts, conduits, wires or other apparatus contained therein which shall be relocated by such Owner if such facilities serve any other part of the Condominium. Notwithstanding the above, Declarant shall not be required to obtain any approvals under this Paragraph. The alterations permitted in this Paragraph shall not be O.C.G.A. § 44-3-91. deemed an alteration or relocation of boundaries between adjoining Units as defined in

Relocation of Boundaries. Boundaries between adjoining Units may be relocated only in accordance with the provisions of O.C.G.A. § 44-3-91 and this Declaration. As long as Declarant owns a Unit for sale, an Owner must obtain the prior written consent of the Declarant and the Board of Directors in order to relocate the boundaries of his or her Unit. only of the Board of Directors in order to relocate the boundaries of his or her Unit. The After Declarant no longer owns a Unit for sale, an Owner must obtain the prior written consent Declarant shall have the right to relocate boundaries between Units owned by the Declarant required amendment to the Declaration. without the approval of the Board of Directors, and the Board of Directors shall execute the

Subdivision of Units. An Owner may subdivide his Unit only in accordance with the provisions of O.C.G.A. § 44-3-92 and this Declaration. As long as Declarant owns a Unit for sale, an Owner must obtain the prior written consent of the Declarant and the Board of Directors in order to relocate the boundaries of his or her Unit. After Declarant no longer owns a Unit for sale, an Owner must obtain the prior written consent only of the Board of Directors in order to relocate the boundaries of his or her Unit. The Declarant shall have the right to subdivide Units owned by the Declarant without the approval of the Board of Directors, and the Board of Directors shall execute the required amendment to the Declaration.

Applications. Applications for approval of any such architectural modification shall be in writing and shall provide such information as the ACC may reasonably require. The ACC shall be 256991-6 - 17 -

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the sole arbiter of such application and may withhold approval for any reason, including purely aesthetic considerations, and it shall be entitled to stop any construction that is not in conformance with approved plans. The Board or ACC may publish written architectural standards for exterior and Common Element alterations or additions, and any request in substantial compliance therewith shall be approved; provided, however, each such requested change shall be in harmony with the external design of the existing buildings and Units and the location in relation to surrounding structures and topography of the vicinity. All requests and approvals under this paragraph must meet all covenants and requirements of the Façade Easement and the Historic Preservation Ordinance.

Appeal. In the event that the ACC or its designated representative disapproves any application or part thereof, an Owner shall have the right to appeal the ACC's decision to the Board of Directors. 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 ACC, the decision of the ACC, and the application of the Owner to the ACC. The Board of Directors shall have the final authority to approve, disapprove, or conditionally approve or disapprove the application of the Owner. If the Board does not receive written notice from the Owner by certified mail requesting an appeal within fourteen (14) days from the date of the ACC's notice to the Owner of its decision, the decision of the ACC shall become final and all rights of appeal shall terminate and thereafter be void.

Encroachments onto Common Elements. The ACC subject to this Paragraph may permit Unit Owners to make encroachments onto the Common Elements as it deems acceptable.

Condition of Approval. As a condition of approval for a requested architectural change, modification, addition, or alteration, an Owner, on behalf of himself or herself and his or her successors-in-interest, shall assume all responsibilities for maintenance, repair, replacement and insurance of such change, modification, addition, or alteration, unless otherwise agreed to in writing by the ACC. It is the responsibility of every Owner of a Condominium Unit to determine for himself or herself what architectural modifications have been made to his or her Unit by any predecessor-ininterest. In the discretion of the Board or ACC, an Owner may be made to verify such condition of or herself and all successors-in-interest. approval by written instrument in recordable form acknowledged by such Owner on behalf of himself

Limitation of Liability. Review and approval of any application pursuant to this Paragraph is made on the basis of aesthetic considerations only, and neither the Declarant, the Board of Directors or the ACC 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 ACC, 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 ACC 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 ACC may adopt different architectural standards for different parts of the condominium, based on street visibility and location of the proposed modification in the building The approval of either the Board of Directors or the ACC 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 ACC 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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Paragraph shall be deemed to be nonconforming. Upon written request from the Board or the ACC, Enforcement. Any construction, alteration, or other work done in violation of this Owners shall, at their own cost and expense, remove such construction, alteration, or other work and shall restore the property 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 its designees shall have the right to enter the property, remove the violation and restore the property to substantially the same condition as existed prior to the construction, alteration or other Unit and collected as an assessment pursuant to this Declaration. work. All costs thereof, including reasonable attorney's fees, may be assessed against the benefited

In addition to the foregoing, the Board of Directors shall have the authority and standing, on behalf of the Association, to impose reasonable fines and to pursue all legal and equitable remedies available to enforce the provisions of this Paragraph and its decisions. Furthermore, the Board shall have the authority to record in the Athens-Clarke County land records notices of violation of the provisions of this Paragraph. landscaping) upon the Common Elements or Limited Common Elements in violation of this If any Owner or Occupant makes any exterior change, alteration, or construction (including Paragraph, he or she does so at his or her sole risk and expense. The Board may require that the change, alteration or construction be removed or that it remain on the Common Elements or Limited Common Elements without reimbursement to the Owner or Occupant for any expense he or she may have incurred in making the change, alteration or construction.

approved by the ACC hereunder must be commenced within six (6) months from the date of approval. Commencement of Construction. All changes, modifications and improvements If not commenced within six (6) months from the date of such approval, then such approval shall be deemed revoked by the ACC, unless the ACC gives a written extension for commencing the work. Al work approved by the ACC hereunder shall be completed in its entirety within ninety (90) days from the date of commencement, unless otherwise agreed in writing by the ACC. All approved changes, modifications, and improvements must be completed in their entirety. An Owner may not construct only a portion or part of an approved change, modification, or improvement.

- 14. USE RESTRICTIONS.

Each Owner of a Unit shall be responsible for ensuring that the Owner's family, guests, tenants and Occupants comply with all provisions of the Condominium Instruments and the rules and regulations of the Association. Furthermore, each Owner and Occupant shall always endeavor to observe and promote the cooperative purposes for which the Association was established. In addition to any rights the Association may have against the Owner's family, guests, tenants or Occupants, as a result of such person's violation of the Condominium Instruments, the Association may take action under this Declaration against the Owner as if the Owner committed the violation in conjunction with the Owner's family, guests, tenants or Occupants.

regulations in accordance with the terms hereof and as specified in the Bylaws. In addition to the following use restrictions, the Board of Directors may adopt rules and

Use of Units. The Units may be used for any residential business or retail activity that is legal and conforms to the zoning ordinances and requirements for Athens/Athens-Clarke County and is not prohibited as described below. No Unit shall be used for any of the following cinema/movie theater, bowling alley, skating rink, amusement gallery, pool hall, massage parlor, adult 256991-6 - 19 -

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or manufacturing use, or amusement arcade. book store or adult video store, business that sells pornographic material, video game room, industrial

The terms "business" and "trade," as used herein, shall 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 intended to or does generate a profit; or (iii) a license is required therefor. consideration, regardless of whether: (i) such activity is engaged in full or part-time; (ii) such activity is

Number of Occupants. The maximum number of Occupants in a Unit shall be limited to four (4) people per Unit. Upon written application, the Board shall grant variances to this restriction to comply with provisions of the Fair Housing Amendments Act of 1988 or any amendments thereto.

If an Owner of a Unit is a corporation, partnership, trust or other legal entity not being a natural person, the entity shall designate in writing to the Board the name(s) of the person(s) who will occupy the Unit. The designated person(s) to occupy the Unit may not be changed more frequently than once every six (6) months. garage, barn or other outbuilding shall be erected by any Owner or Occupant, other than the Outbuildings. No structure of a temporary character, trailer, tent, shack, carport, the prior written approval of the Board. Declarant, on any portion of the Condominium, at any time, either temporarily or permanently, without

Use of Common Elements Including Amenities. There shall be no obstruction of the Common Elements, nor shall anything be kept on, parked on, stored on or removed from any part of the Common Elements without the prior written consent of the Board, except as specifically provided herein. With prior written Board approval, and subject to any restrictions imposed by the Board, an Owner may reserve portions of the Common Elements for use for a period of time as set by the Board. Any such Owner who reserves a portion of the Common Elements as provided herein shall assume, on behalf of himself or herself and his or her guests, Occupants and family, all risks associated with the use of the Common Elements and all liability for any damage or injury to any person or thing as a result of such use. The Association shall not be liable for any damage or injury resulting from such use unless such damage or injury is caused solely by the wilful acts or gross negligence of the Association, its agents or employees. There shall be no use of the roofs of the Condominium buildings by the Owners, their family members, guests, tenants, invitees, agents or contractors except for specific roof decks designed for use by Occupants. The Association and its agents and contractors shall have access to the roofs for performing its maintenance and repair responsibility. There shall be no gardening or landscaping on the Common Elements by Owners or Occupants without the prior written consent of the Board. This subparagraph shall not apply to the

Use of Limited Common Elements, Decks, Balconies, and Courtyards. Except as otherwise provided herein, the use of the Limited Common Elements assigned to the Units is restricted exclusively to the Owners of the Unit to which such Limited Common Elements are assigned, and said Owner's family members, guests, tenants and invitees. The Limited Common Elements are reserved for exclusive use, but shall not be construed or interpreted to be separate and apart from the Common Elements in general, and the restrictions applicable to the Common Elements shall also apply to the Limited Common Elements.

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Balconies, Decks and Courtyards. No objects other than potted plants and patio furniture shall be placed on a balcony, deck, or courtyard. This prohibition applies to objects such as, but not limited to, umbrellas, bicycles, laundry garments, towels and objects other than potted plants and patio furniture, except as may be authorized by the Board. Objects shall not be permitted to hang over or be attached to any exterior balcony, deck or courtyard wall or to otherwise protrude outside of the vertical plane formed by the exterior surface of the balcony, deck or courtyard wall. Penetration of the surfaces of a balcony, deck or courtyard wall or floor is prohibited.

Prohibition of Damage, Nuisance and Noise. Without the prior written consent of the Board of Directors, nothing shall be done or kept on the Condominium, or any part thereof, which would increase the rate of insurance on the Condominium or any Unit or part thereof, which would be in violation of any statute, rule, ordinance, regulation, permit or other validly imposed requirements of any governmental body, or which would increase the Common Expenses.

The dwelling Units in the Condominium are built in close proximity to one another, resulting in the sharing of common walls, floors and ceilings. As a result, noise and vibration may be detectable between Units or between Units and the Common Elements. Therefore, an Owner or Occupant shall not conduct activities within a Unit or use a Unit in a manner that interferes with or causes disruption to the use and quiet enjoyment of another Unit by its respective Owner and Occupant. portion of the Condominium. No Owner or Occupant of a Unit may use or allow the use of the Unit or Furthermore, noxious, destructive or offensive activity shall not be carried on within any any portion of the Condominium at any time, in any way or for any purpose which may endanger the health, unreasonably annoy or disturb or cause embarrassment, or discomfort to other Owners or Occupants, or in such a way as to constitute, in the sole opinion of the Board of Directors, a nuisance In addition, no Owner or Occupant of a Unit may use or allow the use of a Unit or the Common Elements in any manner which creates disturbing noises, including, without limitation, use of stereo speakers or equipment that will in the sole discretion of the Board of Directors interfere with the rights, comfort or convenience of the other Owners or Occupants. Nothing herein, however, shall be with his or her property or personal rights. construed to affect the rights of an aggrieved Owner to proceed individually for relief from interference

No Owner, Occupant or agent of such Owner or Occupant shall do any work which, in the reasonable opinion of the Association's Board of Directors or its designee, would jeopardize the soundness or safety of the Condominium or any structure created thereon, would reduce the value thereof, or would impair any easement or other interest in real property thereto, without in every such case the unanimous, prior written consent of all members of the Association and their Mortgagees.

No damage to or waste of the Common Elements, or any part thereof, shall be permitted by any Owner or member of his or her family or any invitee of any Owner. Each Owner shall indemnify and hold the Association and the other Owners harmless against all loss to the Association or other Owners resulting from any such damage or waste caused by such Owner, members of his or her family, guests, invitees, or Occupants of his or her Unit.

Firearms and Fireworks. The display or discharge of firearms or fireworks on the Common Elements or Limited Common Elements is prohibited; provided, however, that the display of lawtul firearms on the Common Elements or Limited Common Elements is permitted by law enforcement officers and also is permitted for the limited purpose of transporting the firearms across the Common Elements or Limited Common Elements to or from the Owner's Unit. The term

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term "fireworks" shall include those items as listed in O.C.G.A. § 25-10-1, as amended. "firearms" includes "B-B" guns, pellet guns, and other firearms of all types, regardless of size. The Condominium except as expressly permitted in this subparagraph. An Owner or Occupant may keep Pets. No Owner or Occupant may keep any animals on any portion of the recognized household pets, as determined in the Board's sole discretion, weighing less than two (2) no more than a total of two (2) dogs and/or cats per Unit and a reasonable number of other generally pounds each (including by way of illustration, but not limitation, fish, gerbils and small birds). no structure for the care, housing, or confinement of any pet shall be constructed or maintained on No Owner or Occupant may keep, breed or maintain any pet for any commercial purpose, and approval. No pets are allowed on any portion of the Common Elements except for the designated any part of the Common Elements, including Limited Common Elements, without prior written ACC dog walk area, if any; provided, however, an Owner or Occupant may walk a pet across the Common Elements to reach such dog walk area, if any, or to enter or exit the Condominium property. responsible person at all times while on the Common Elements, but excluding the Limited Common Notwithstanding the foregoing, pets must be kept on a leash and be under the physical control of a when attended by a person. Feces left upon the Common Elements by pets must be immediately Elements; provided, however, pets need not be leashed within a fenced, balcony, deck, or courtyard removed by the owner of the pet or the person responsible for the pet.

determined in the Board's sole discretion to be dangerous may be brought onto or kept on the No potbellied pigs, snakes, pit bulldogs, rotweillers, doberman pinschers, or other animals Condominium at any time. The Board may require that any pet which, in the Board's opinion, endangers the health of any Owner or Occupant or creates a nuisance or unreasonable disturbance, be permanently removed from the Condominium upon seven (7) days written notice. If the Owner or presents an immediate danger to the health, safety or property of any community member may be Occupant fails to do so, the Board may remove the pet. Any pet which, in the Board's sole discretion, removed by the Board without prior notice to the pet's owner.

deemed to have agreed to indemnify and hold the Association, its directors, officers, and agents free Any Owner or Occupant who keeps or maintains any pet upon the Condominium shall be keeping or maintaining such pet within the Condominium. and harmless from any loss, claim or liability of any kind or character whatever arising by reason of serving particular Units. Such assigned parking spaces are designated Limited Common Elements Parking. Parking spaces may be assigned as Limited Common Elements, exclusively and may only be used by the Owner or Occupants to whom the parking spaces assigned and their guests and families. nore parking spaces (which parking spaces shall thereafter be Limited Common Elements -or so long as Declarant owns a Unit primarily for the purpose of sale, Declarant may sel the use of unassigned parking spaces. appurtenant to the Unit to which they have been sold) to a Unit Owner and may adopt rules regulating spaces or other areas authorized in writing by the Board. Vehicles permitted under this subparagraph may be parked only in designated, lined parking purposes hereof, a vehicle shall be considered "disabled if it does not have a current license tag or is Disabled and stored vehicles are prohibited from being parked on the Condominium. For 256991-6 - 22 - BOOK 2413 PAGE 350 9247-003

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obviously inoperable. A vehicle shall be considered "stored" if it remains on the Condominium without being driven for fourteen (14) consecutive days or longer without prior written Board permission.

Boats, trailers, jet-skis and trailers for same, panel trucks, buses, trucks with a load capacity of one (1) ton or more, vans (excluding vans used by handicapped persons, mini-vans or utility vehicles used as passenger vehicles and receiving a "car" or "passenger vehicle" classification by the Georgia Department of Motor Vehicles), recreational vehicles (RV's and motor homes), and vehicles used primarily for commercial purposes, are also prohibited from being parked on the Condominium, except in areas, if any, that may be designated by the Board as parking areas for particular types of vehicles. Notwithstanding the above, trucks, vans, commercial vehicles and vehicles with commercial writings on their exteriors shall be allowed temporarily on the Common Elements during normal business hours for the purpose of serving any Unit or the Common Elements; provided, however, no such vehicle shall remain on the Common Elements overnight or for any purpose unless prior written

If any vehicle is parked on any portion of the Condominium in violation of this Paragraph 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 or booted. The notice shall include the name and telephone number of the person or entity that will do the towing or booting 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 or booted in accordance with the notice, without further notice to the Owner or user of the vehicle.

If a vehicle is parked in a fire lane, is blocking another vehicle or access to another Owner's Unit or parking space, is obstructing the flow of traffic, is parked on any grassy area, is parked in a parking space which has been assigned as exclusively serving another Unit, 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 or

Heating of Units in Colder Months. In order to prevent breakage of water pipes during colder months of the year resulting in damage to any portion of the Condominium, increased Common Expenses, and increased insurance premiums or cancellation of insurance policies due to numerous damage claims, the thermostats within the Units shall be maintained with the heat in an "on" position and at a minimum temperature setting of fifty-five (55°) degrees Fahrenheit (except during power failures or periods when heating equipment is broken) whenever the temperature is forecasted to or does reach thirty-two (32°) degrees Fahrenheit or below. Owners and Occupants of Units shall take all steps possible on a timely basis to keep heating equipment, including, but not limited to, the thermostat, in good working order and repair. The Board of Directors may fine any Owner or Occupant and/or may cause the water service to the violator's Unit to be discontinued for violation of this subparagraph, in addition to any other remedies of the Association.

Signs. Except as may be provided for herein or as may be required by legal proceedings, and except for signs which may be erected by Declarant related to the development and sale of Units, no signs, advertising posters, political placards or billboards of any kind shall be erected, placed, or permitted to remain on the Condominium without the prior written consent of the ACC.

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Notwithstanding the above, the Board shall have the right to erect reasonable and appropriate signs on behalf of the Association.

Rubbish, Trash, and Garbage. All rubbish, trash, and garbage shall be regularly removed from the Unit and shall not be allowed to accumulate therein. No garbage or trash shall be placed on the Common Elements or Limited Common Elements outside the Unit, temporarily or otherwise, except in trash dumpsters. Rubbish, trash, and garbage shall be disposed of in sealed bags and either placed in the trash dumpsters or proper receptacles designated by the Board for collection or removed from the Condominium.

Unsightly or Unkempt Conditions. The pursuit of hobbies or other activities, including, but not limited to the assembly and disassembly of motor vehicles and other mechanical devices, which might tend to cause disorderly, unsightly, or unkempt conditions, shall not be pursued or undertaken on any part of the Condominium. Clothing, bedding, rugs, mops, appliances, indoor furniture, and other household items shall not be placed or stored outside the Unit.

Garage Sales. Garage sales, yard sales, flea markets, or similar activities are prohibited unless approved in writing by the Board of Directors.

Window Treatments. The color of all window treatments visible from outside the Unit must be white, off-white, or a natural wood color. Bed sheets shall not be used as window treatments

Antennas and Satellite Dishes. Except as provided below, no satellite dish, antenna or other device for the transmission or reception of television signals, radio signals or any form of electromagnetic wave or radiation shall be erected, used or maintained on any portion of the Condominium, including the Unit or Limited Common Elements; provided, however, that the Association shall have the right to erect, construct and maintain such devices. The following shall apply to all Unit Owners:

No transmission antenna, of any kind, may be erected anywnere on the Condominium, including the Units, without written approval of the Board of Directors or the Architectural Control Committee.

No direct broadcast satellite (DBS) antenna or multi-channel multi-point distribution service (MMDS) antenna larger than one meter in diameter shall be placed, allowed or maintained upon the Condominium, including the Units and the Limited Common

(m) DBS and MMDS satellite dishes or antennas one meter or less in diameter and television broadcast service antennas may only be installed in accordance with Federal Communication Commission (FCC) rules and the rules and regulations of the Association, both as may be amended from time to time.

In the event of a transfer of the Unit which includes a satellite dish or antenna, the Grantee shall assume all responsibility for the satellite dish or antenna and shall comply with this Declaration, the Bylaws and the rules and regulations regarding satellite dishes and antennas, including, but not limited to, those requirements relating to maintenance and removal of satellite dish or antenna.

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Grilling. The use of outdoor grills on any portion of the Condominium, including, without limitation, a deck, balcony, or courtyard shall be governed by applicable state laws and local ordinances having jurisdiction over the Condominium.

Abandoned Personal Property. Personal property, other than vehicles as provided for in subparagraph (i) shall not be kept, or allowed to remain for more than twenty-four (24) hours upon any portion of the Common Elements, other than on a Limited Common Element, without prior written Board permission. If the Board determines that a violation exists, then, not less than two (2) days after written notice is placed on the personal property and/or on the front door of the property owner's Unit, if known, the Board may remove and either discard or store the personal property in a location which the Board may determine and shall have no obligation to return, replace or reimburse the owner of the property. The notice shall include the name and telephone number of the person or entity which will remove the property and the name and telephone number of a person to contact

The Board, in its discretion, may determine that an emergency situation exists and may exercise its removal rights hereunder without prior notice to the property owner; provided, however, in such case, the Board shall give the property owner, if known, notice of the removal of the property and the location of the property within three (3) days after the property is removed.

Neither the Association nor any officer or agent thereof shall be liable to any person for any claim of damage resulting from the removal activity in accordance herewith. The Board may elect to impose fines or use other available remedies, rather than exercise its authority to remove property hereunder.

Replacing Carpet with Tile or Hardwood Floors. Other than the Declarant, no Owner, Occupant, or any other person may replace carpeting with a tile, marble, vinyl, hardwood floor, or other hard surfaced flooring material, on the interior floor of a Unit which is located above another Unit without first obtaining written approval of the Declarant or the Architectural Control Committee, as applicable, as set forth in Paragraph 13. Among other factors, the Declarant or the Architectural Control Committee, as applicable, may consider whether the change will cause noise to any Unit below which will exceed the average noise level in Units below Units with carpeted floors and that the weight of such proposed flooring is appropriate and will not cause problems to the structure or subflooring.

The Owner applying for such approval shall provide the Declarant or the Architectural Control Committee, as applicable, with information regarding these factors, as well as other information requested by the Declarant or the Architectural Control Committee regarding the proposed flooring and its effect; provided, however, the noise level requirements shall be considered to be met if the Owner provides a sound transmission test that the proposed flooring will create a noise level less than a standard level set by reasonable regulation of the Declarant or the Architectural Control Committee, as applicable. Notwithstanding anything to the contrary stated herein for all Units located above another Unit, at least seventy-five percent (75%) of each room within a Unit (excluding the kitchen and bathrooms) shall have area rugs or carpet unless the flooring is sound proofed so as not to exceed the noise level in Units with carpeted floors.

Sale Period. Notwithstanding any provisions contained in this Declaration to the contrary, during the period of the sale of the Condominium Units it shall be expressly permissible for Declarant, its contractors, agents, employees, assigns and representatives, to maintain and carry on, upon such portion of the Condominium as Declarant may deem necessary, such facilities and activities as in the sole opinion of Declarant may be reasonably required, convenient or incidental to

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the completion and sale of the Condominium Units, including, but without limitation, business offices, signs, model Units and sales offices. The right to maintain and carry on such facilities and activities shall include specifically the right to use the parking facilities on the Condominium for such purposes and to use the Units owned by Declarant as model Units and as offices for the sale of the Condominium Units and related activities.

15. LEASING.

In order to preserve the character of the Condominium as predominantly owner-occupied, and to comply with the eligibility requirements for financing in the secondary mortgage market, the leasing of Units shall be governed by the restrictions imposed by this Paragraph. Except as provided herein, the leasing of Units shall be prohibited. "Leasing," for the purposes of this Declaration, is defined as regular, exclusive occupancy of a Unit by any Person other than the Owner. For purposes hereof, occupancy by a roommate of an Owner who occupies the Unit as such Owner's primary residence shall not constitute Leasing hereunder.

General. Owners desiring to lease their Units may do so only if they have applied for and received from the Board of Directors either a "Leasing Permit" or a "Hardship Leasing Permit." Such a permit, upon its issuance, will allow an Owner to lease his or her Unit provided that such Leasing is in strict accordance with the terms of the permit and this Paragraph. The Board of Directors shall have the authority to establish conditions as to the duration and use of such permits consistent with this Paragraph. All leasing Permits and Hardship Leasing Permits shall be valid only as to a specific Unit Owner and Unit and shall not be transferable between either Units or Unit Owners, but shall be transferable to successors in title to the same Unit.

Leasing Permits. An Owner's request for a Leasing Permit shall be approved if current, outstanding Leasing Permits have not been issued for more than twenty-five percent (25%) of the total number of Units (excluding Units owned by the Declarant) in the Condominium. A Leasing Permit shall be automatically revoked upon the happening of any of the following events: (1) the sale or transfer of the Unit to a third party (excluding sales or transfers to (a) an Owner's spouse, (b) a person cohabitating with the Owner, and (c) a corporation, partnership, company, or legal entity in which the Owner is a principal); (2) the failure of a Unit Owner to lease his or her Unit within one hundred eighty (180) days of the Leasing Permit having been issued; (3) the failure of a Unit Owner to have his or her Unit leased for any consecutive one hundred eighty (180) day period thereafter; or (4) the occurrence of the date referenced in a written notification by the Owner to the Association that the Owner will, as of said date, no longer need the Leasing Permit. If current Leasing Permits have been issued for more than twenty-five percent (25%) of the total number of Units (excluding Units owned by the Declarant), no additional Leasing Permits shall be issued (except for Hardship Leasing Permits) until the number of outstanding current Leasing Permits falls below twenty-five percent (25%) of the total number of Units (excluding Units owned by the Declarant) in the Condominium. Owners who have been denied a Leasing Permit shall automatically be placed on a waiting list for a Leasing Permit and shall be issued the same if they so desire when the number of current outstanding Leasing Permits issued falls to twenty-five percent (25%) or less of the total number of Units (excluding Units owned by the Dealarant) in the Condominium. The issuance of a Hardship Leasing Permit to an Owner shall not cause the Owner to be removed

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duration of the hardship, (2) the harm, if any, which will result to the Condominium if the permit is approved, (3) the number of Hardship Leasing Permits which have been issued to other Owners, (4) the Owner's ability to cure the hardship, and (5) whether previous Hardship Leasing Permits have been issued to the Owner. A "hardship" as described herein shall include, but not be limited to the following situations: (1) a Unit Owner must relocate his or her residence outside the greater Atlanta metropolitan area and cannot, within six (6) months from the date that the Unit was placed on the market, sell the Unit except at a price below the current appraised market value, after having made reasonable efforts to do so; (2) where the Owner dies and the Unit is being administered by his or her estate; and (3) the Owner takes a leave of absence or temporarily relocates and intends to return to reside in the Unit. Hardship Leasing Permits shall be valid for a term not to exceed one (1) year. Owners may apply for additional Hardship Leasing Permits. Hardship Leasing Permits shall be automatically revoked if during the term of the permit, the Owner is approved for and receives a Leasing Permit.

(d) Leasing Provisions. Leasing which is authorized, pursuant to permit, hereunder shall be governed by the following provisions:

Notice. At least seven (7) days prior to entering into the lease of a Unit, the Owner shall provide the Board with a copy of the proposed lease agreement. The Board shall approve or disapprove the form of said lease. In the event a lease is disapproved, the Board shall notify the Owner of the requisite action to be taken in order to bring the lease in compliance with the Declaration and any rules and regulations adopted pursuant thereto.

General. Units may be leased only in their entirety; no fraction or portion may be leased without prior written Board approval. All leases shall be in writing and in a form approved by the Board prior to the effective date of the lease. The Board may maintain and, upon request, provide a form which is deemed acceptable. There shall be no subleasing of Units or assignment of leases without prior written Board approval. All leases must be for an Initial term or not less than one (1) year, except with written Board approval, which shall not be unreasonably withheld in cases of undue hardship. Within ten (10) days after executing a lease agreement for the lease of a Unit, the Owner shall provide the Board with a copy of the lease and the name of the lessee and all other people occupying the Unit. The Owner must provide the lessee copies of the Declaration, Bylaws, and the rules and regulations. Nothing herein shall be construed as giving the Association the right to approve or disapprove a proposed lessee; the Board's approval or disapproval shall be limited to the form of the

Liability for Assessments, Use of Common Elements, and Compliance with Declaration, Bylaws, and Rules and Regulations. Each Owner covenants and agrees that any lease of a Unit 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, and the lessee, by occupancy of the Unit, agrees to the applicability of this covenant and incorporation of the following language into the lease:

(A) Compliance with Declaration, Bylaws, and Rules and Regulations. The lessee shall comply with all provisions of the Declaration, Bylaws, and rules and regulations adopted pursuant thereto and shall control the conduct of all other Occupants and guests of the leased Unit in order to ensure such compliance. The Owner shall cause all Occupants of his or her Unit to comply with the Declaration, Bylaws, and the rules and regulations adopted pursuant thereto, and shall be responsible for all violations by such Occupants, notwithstanding the fact that such

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Occupants of the Unit are fully liable and may be sanctioned for any such violation. If the lessee, or a person living with the lessee, violates the Declaration, Bylaws, or a rule or regulation for which a fine is imposed, notice of the violation shall be given to the Owner and the lessee, and such fine may be assessed against the lessee in accordance with Article V of the Bylaws. If the fine is not paid by the lessee within the time period set by the Board, the Owner shall pay the fine upon notice from the Association of the lessee's failure to pay the fine. Unpaid fines shall constitute a lien against the Unit.

Any violation of the Declaration, Bylaws, or rules and regulations adopted pursuant thereto by the lessee, any Occupant, or any guest of lessee, is deemed to be a default under the terms of the lease and authorizes the Owner 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. 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

(B) Use of Common Elements. 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 Elements, including but not limited to, the use of any and all

(C) Liability for Assessments. When a Unit Owner who is leasing his or her Unit fails to pay any annual or special assessment or any other charge for a period of

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 the Declaration 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

Applicability of this Paragraph. Notwithstanding the above, this Paragraph shall not apply to any leasing transaction entered into by the Declarant (regardless of whether said lease is entered into prior to or after the expiration of the Declarant's right to appoint and remove officers and directors of the Association pursuant to Article III, Section 2 of the Bylaws), the principals of the Declarant, the Association, or the holder of any first Mortgage on a Unit who becomes the Owner of a Unit through foreclosure or any other means pursuant to the satisfaction of the indebtedness secured by such Mortgage. Such parties shall be permitted to lease a Unit without first obtaining a permit in

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accordance with this Paragraph, and such Units shall not considered as being leased in determining the maximum number of Units that may be leased in accordance with this Paragraph.

16. SALE OF UNITS.

A Unit Owner intending to make a transfer or sale of a Unit or any interest in a Unit shall give written notice to the Board of Directors of such intention within seven (7) days after execution of the transfer or sales documents. The Unit Owner shall furnish to the Board as part of the notice (i) the name and address of the intended grantee; and (ii) such other information as the Board may reasonably require. This Paragraph shall not be construed to create a right of first refusal in the Association or in any third party.

In addition, a non-refundable contribution to the working capital fund of the Association shall be paid to the Association by the purchaser of a Unit at the closing of each sale or resale of a Unit in the amount of two (2) months of the general assessment charges to such Unit.

Within seven (7) days after receiving title to a Unit, the purchaser of the Unit shall give written notice to the Board of Directors of his or her ownership of the Unit. Upon failure of a Owner to give the required notice within the seven (7) day time period provided herein, the Board may levy fines against the Unit and the Owner thereof, and assess the Owner for all costs incurred by the Association in determining his or her identity.

17. MAINTENANCE RESPONSIBILITY

(a) By the Owner. Each Owner shall have the obligation to maintain and keep in good all improvements made by the Owner to the Limited Common Elements assigned to the Unit except any portion of a Unit which is expressly made the maintenance obligation of the Association as set forth in subparagraph (b) below. This maintenance responsibility shall include, but not be limited to the following: all glass surfaces (excluding exterior cleaning), skylights, windows, window frames (except for periodic painting, staining and/or cleaning of the exterior window frames), casings and locks (including caulking of windows); all doors, doorways, door frames, and hardware that are part of the entry system of the Unit (except for periodic painting, staining and/or cleaning of the exterior surface of entry doors and door frames facing the hallway of the Condominium); all portions of the heating and air conditioning system, including the air conditioning compressor and the fan coil serving the Unit; and all pipes, lines, ducts, conduits, or other apparatus which serve only the Unit, whether located within or without a Unit's boundaries (including all electricity, water, sewer, or air conditioning pipes, lines, ducts, conduits, or other apparatus serving only the Unit).

In addition, each Unit Owner shall have the responsibility:

To keep in a neat, clean and sanitary condition any Limited Common Elements serving his or her Unit.

To perform his or her responsibility in such manner so as not to unreasonably disturb other persons in other Units.

To promptly report to the Association or its agent any defect or need for repairs, for which the Association is responsible.

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To pay for the cost of repairing, replacing or cleaning up any item which is the responsibility of the Unit Owner but which responsibility such Owner fails or refuses to discharge (which the Association shall have the right, but not the obligation, to do), or to pay for the cost of repairing, replacing, or cleaning up any item which, although the responsibility of the Association, is necessitated by reason of the willful or negligent act of the Unit Owner, his or her family, tenants or guests, with the cost thereof to be added to and become part of the Unit Owner's next chargeable assessment.

By the Association. The Association shall maintain and keep in good repair as a Common Expense the "Area of Common Responsibility," which includes the following:

all Common Elements, including any Limited Common Elements, but excluding all balconies, decks and courtyards assigned as Limited Common Elements, and excluding all improvements made to Limited Common Elements; provided, however, the cost of maintenance and repair of Limited Common Elements may be assessed against the Unit Owner to whom the Limited Common Element is assigned except for the Limited Common Element carport, which shall be assessed against the Owners to whom it is assigned, as authorized under Paragraph 8(b)(i);

periodic painting, staining and/or cleaning of exterior surfaces of the Condominium buildings, exterior window frames, and entry doors and door frames facing the hallway of the Condominium, on a schedule to be determined by the Board of Directors; and periodic cleaning of exterior window surfaces on a schedule to be determined by the Board of Directors.

Subject to the maintenance responsibilities herein provided, any maintenance or repair performed on or to the Common Elements by an Owner or Occupant which is the responsibility of the Association hereunder (including, but not limited to landscaping of Common Elements) 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. As finish levels can have varying degrees, such repairs will be complete only to the extent of being "paint-ready". 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.

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 Elements or from any pipe, drain, conduit, appllance or equipment which 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 of the Common Elements 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 which may be stored in or upon any of the Common Elements. 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

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under this Paragraph 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.

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 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

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 (il) 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 the need for maintenance or repair is in the Area of Common Responsibility and 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.

(d) Measures Related to Insurance Coverage.

The Board of Directors, upon resolution, shall have the authority to require all or any Unit Owner (s) to do any act or perform any work involving portions of the Condominium which are the maintenance responsibility of the Unit Owner, which will, in the Board's sole discretion, decrease the possibility of fire or other damage in the Condominium, reduce the insurance premium paid by the Association for any insurance coverage or otherwise assist the Board in procuring or maintaining such insurance coverage. This authority shall include, but need not be limited to, requiring Owners to install and maintain smoke detectors, requiring Owners to certify that they have checked the batteries for their smoke detectors, requiring Owners to allow the Association to inspect the smoke detectors and replace batteries if needed on a schedule to be determined by the Board of Directors, requiring Owners to make improvements to the Owner's Unit, and such other measures as the Board may reasonably require so long as the cost of such work does not exceed Three Hundred and No/100 Dollars (5300.00) per Unit in any twelve (12) month period.

In addition to, and not in limitation of, any other rights the Association may have, if any Unit Owner does not comply with any requirement made by the Board of Directors pursuant to subparagraph (d)(i) above, the Association, upon fifteen (15) days written notice (during which period the Unit Owner may perform the required act or work without further

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liability), may perform such required act or work at the Unit Owner's sole cost. Such cost shall be an assessment and a lien against the Unit as provided herein. The Association shall have all rights necessary to implement the requirements mandated by the Board pursuant to subparagraph (d)(i) of this Paragraph, including, but not limited to, a right of entry during reasonable hours and after reasonable notice to the Owner or Occupant of the Unit, except that access may be had at any time without notice in an emergency situation.

18. MORTGAGEE'S RIGHTS.

Unless at least two-thirds (2/3) of the first Mortgagees or Unit Owners give their consent, the Association or the membership shall not:

by act or omission seek to abandon or terminate the Condominium;

(i¡) change the pro rata interest or obligations of any individual Unit for the purpose of (1) levying assessments or charges or allocating distributions of hazard insurance proceeds or condemnation awards; or (2) determining the pro rata share of ownership of each Unit in the Common Elements;

partition or subdivide any Unit in any manner inconsistent with the provisions of this Declaration;

by act or omission seek to abandon, partition, subdivide, encumber, sell, or transfer the Common Elements (the granting of easements or licenses, as authorized herein, shall not be deemed a transfer within the meaning of this clause); or

use hazard insurance proceeds for losses to any portion of the Condominium (whether to Units or to Common Elements) for other than the repair, replacement, or reconstruction of such portion of the Condominium.

The provisions of this subparagraph shall not be construed to reduce the percentage vote that must be obtained from Mortgagees or Unit Owners where a larger percentage vote is otherwise required by the Act or the Condominium Instruments for any of the actions contained in this Paragraph.

Where the Mortgagee holding a first Mortgage of record, a secondary purchase money Mortgage of record (provided that neither the grantee nor any successor grantee on the secondary purchase money Mortgage is the seller of the Unit) or other purchaser of a Unit obtains title pursuant to judicial or nonjudicial foreclosure of the Mortgage, it shall not be liable, nor shall the Unit be subject to a lien, for the share of the Common Expenses or assessments by the Association chargeable to such Unit which became due prior to such acquisition of title. Such unpaid share of Common Expenses or assessments shall be deemed to be Common Expenses collectible from Owners of all the Units, including such acquirer, its successors and assigns. Additionally, such acquirer shall be responsible for all charges accruing subsequent to the passage of title, including, but notlimited to, all charges for the month in which title is passed.

(c) Upon written request to the Association, identifying the name and address of the holder and the Unit number or address, any Eligible Mortgage Holder will be entitled to timely written notice of:

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any condemnation loss or any casualty loss which affects a material portion of the Condominium or any Unit on which there is a first Mortgage held by such Eligible Mortgage Holder;

any delinquency in the payment of assessments or charges owed by an Owner of a Unit subject to a first Mortgage held by such Eligible Mortgage Holder which remains unsatisfied for a period of sixty (60) days, and any default in the performance by an individual Unit Owner of any other obligation under the Condominium Instruments which is not cured within sixty (60) days;

any lapse, cancellation, or material modification of any insurance policy or fidelity bond maintained by the Association; or

any proposed action which would require the consent of a specified percentage of Eligible Mortgage Holders, as specified herein.

(a) Upon written request to the Association, identifying the name and address of the holder and the Unit number or address, any Eligible Mortgage Holder, or insurer or guarantor of a first mortgage on a Unit, will be entitled to timely written notice of:

any proposed amendment of the Condominium Instruments effecting a change in (a) the boundaries of any Unit or the exclusive easement rights appertaining thereto; (b) the interests in the Common Elements or Limited Common Elements appertaining to any Unit or the liability for Common Expenses appertaining thereto; (c) the number of votes in the Association appertaining to any Unit; or (d) the purposes to which any Unit or the Common Elements are restricted;

any proposed termination of the Condominium;

any condemnation loss or any casualty loss which affects a material portion of the Condominium or any Unit on which there is a first Mortgage held by such Eligible Mortgage Holder;

any lapse, cancellation, or material modification of any insurance policy or fidelity bond maintained by the Association; or

any proposed action which would require the consent of a specified percentage of Eligible Mortgage Holders, as specitied herein.

Any holder of a first Mortgage shall be entitled, upon written request, to receive within a reasonable time after request, a copy of the financial statement of the Association for the immediately preceding fiscal year, free of charge to the Mortgagee so requesting.

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(f) Notwithstanding anything to the contrary herein contained, the provisions of Paragraphs 15 and 16 governing sales and leases shall not apply to impair the right of any first Mortgagee to:

foreclose or take title to a Unit pursuant to remedies contained in its Mortgage;

take a deed or assignment in lieu of foreclosure; or

sell, lease, or otherwise dispose of a Unit acquired by the Mortgagee. (g) No Priority. No provision of this Declaration or the Bylaws gives or shall be construed as giving any Owner or other party priority over any rights of the first mortgagee of any Unit in the case of distribution to such Owner of insurance proceeds or condemnation awards for losses to or a taking of the Common Elements.

Notice to Association. Upon request, each Owner shall be obligated to furnish to the Association the name and address of any mortgagee encumbering such Owner's Unit.

Failure of Mortgagee to Respond. Any Mortgagee who receives a written request from the Board to respond to any action shall be deemed to have approved such action if the Association does not receive a written response from the Mortgagee within thirty (30) days of the date of the Association's request, provided such request is delivered to the Mortgagee by certified or registered mail, return receipt requested.

Construction of this Paragraph. Nothing contained in this Paragraph shall be construed to reduce the percentage vote that must otherwise be obtained under the Condominium Instruments or Georgia law for any of the actions set forth in this Paragraph.

19. GENERAL PROVISIONS.

SECURITY. THE ASSOCIATION OR THE DECLARANT MAY, BUT SHALL NOT BE REQUIRED TO, FROM TIME TO TIME, PROVIDE MEASURES OR TAKE ACTIONS WHICH DIRECTLY OR INDIRECTLY IMPROVE SECURITY ON THE CONDOMINIUM; HOWEVER, EACH OWNER, FOR HIMSELF OR HERSELF AND HIS OR HER TENANTS, GUESTS, LICENSEES, AND INVITEES, ACKNOWLEDGES AND AGREES THAT NEITHER THE ASSOCIATION NOR THE DECLARANT IS A PROVIDER OF SECURITY AND NEITHER PARTY SHALL HAVE A DUTY TO PROVIDE SECURITY ON THE CONDOMINIUM. FURTHERMORE, THE ASSOCIATION DOES NOT GUARANTEE THAT NON-UNIT OWNERS AND NON-OCCUPANTS WILL NOT GAIN ACCESS TO THE PROPERTY AND COMMIT CRIMINAL ACTS ON THE PROPERTY NOR DOES THE ASSOCIATION GUARANTEE THAT CRIMINAL ACTS ON THE PROPERTY WILL NOT BE COMMITTED BY OTHER UNIT OWNERS OR OCCUPANTS. IT SHALL BE THE RESPONSIBILITY OF EACH OWNER TO PROTECT HIS OR HER PERSON AND PROPERTY AND ALL RESPONSIBILITY TO PROVIDE SUCH SECURITY SHALL LIE SOLELY WITH EACH UNIT OWNER. 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 MEASURES UNDERTAKEN.

Dispute Resolution. Prior to filing a lawsuit against the Association, the Board, or any officer, director, or property manager of the Association, a Unit Owner or Occupant must request and attend a hearing with the Board of Directors. Any such request shall be in writing and shall be

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personally delivered to any member of the Board of Directors or the property manager, if any, of the Association. The Owner or Occupant shall, in such request and at the hearing, make a good faith effort to explain the grievance to the Board and resolve the dispute in an amicable fashion, and shall give the Board a reasonable opportunity to address the Owner's or Occupant's grievance before filing suit. Upon receiving a request for a hearing, the Board shall give notice of the date, time and place of the hearing to the person requesting the hearing. The Board shall schedule this hearing for a date not less than seven (7) or more than twenty-one (21) days from the date of receipt of the request.

Parking Spaces and Vehicles. Neither the Declarant nor the Association shall be held liable for any loss or damage arising from theft, vandalism, malicious mischief, or any loss or damage resulting from water or acid damage, to any property placed or kept in any parking space in the Condominium. Each Owner or Occupant with use of a parking space who places or keeps a vehicle and/or any personal property in the vehicle or parking space does so at his or her own risk.

(a) Unit Keys. At the request of the Association, each Owner, by acceptance of a deed to a Unit, agrees to provide the Association with a key to the Unit [and the security alarm code, if any,] to be used by the Association for maintenance, emergency, security or safety purposes as provided in Paragraph 9(a) of this Declaration and for pest control, if necessary, as provided in Paragraph 21(e) of this Declaration. Neither the Declarant nor the Association shall be liable for any loss or damage due to its holding such key, or use of such key for the purposes described above and each Unit Owner shall indemnify and hold harmless the Declarant, the Association and its officers and directors against any and all expenses, including attorney's fees, reasonably incurred by or imposed upon the Declarant, the Association or its officers or directors in connection with any action, suit, or other proceeding (including settlement of any such action, suit or proceeding) brought by the Unit Owner or the Unit Owner's family, tenants, guests, employees, invitees, or licensees against the Declarant, the Association, its officers or directors arising out of or relating to its holding or use of such key for the purposes described above.

Right of Action. All Owners hereby acknowledge and agree that the Association shall not be entitied to institute any legal action against anyone on behalf of any or all of the Owners which is based on any alleged defect in any Unit or the Common Elements, or any damage allegedly sustained by any Owner by reason thereof, but rather, that all such actions shall be instituted by the Person(s) owning such Units or served by such Common Elements or allegedly sustaining such damage. Notwithstanding the above, once the Declarant no longer has the right to appoint and remove directors and officers, as set forth in Article III, Part A, Section 2 of the Bylaws, the Association Board of Directors may negotiate the resolution of any alleged defects) in the Common Elements and Area of Common Responsibility on behalf of the Unit Owners and shall have the right and authority to settle and release on behalf of any and all of the Unit Owners claims, causes of action, damages and suits involving the same. Any such settlement and release shall bind all Unit Owners and their successors and assigns. As set forth in Paragraph 22 hereof, no amendment to this Declaration shall (i) modify, alter, or delete any provision of this Declaration that benefits the Declarant or any rights, privileges, easements, protections, or defenses of the Declarant; or (li) alter the rights of the Unit Owners or the Association in relationship to the Declarant, without the written consent of the Declarant attached to and recorded with such amendment.

Successor Declarants. Any successor to the Declarant shall not be responsible or subject to liability by operation of law or through the purchase of Declarant's interest in the Condominium or any portion thereof at foreclosure or otherwise for any act, omission, or matter occurring or arising from any act, omission, or matter occurring prior to the time the successor succeeded to the interest of the Declarant.

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(g) Disclosures. Each Owner and Occupant acknowledge the following:

(i) The Condominium is located adjacent to thoroughfares that may be affected by traffic and noise from time to time and may be improved or widened in the future.

(T) The views from an Owner's Unit may change over time due to among other circumstances, additional development and the removal or addition of landscaping.

(iii) No representations are made regarding the zoning of adjacent property, or that the category to which adjacent property is zoned may not change in the future.

(IV) No representations are made regarding the schools that currently or in the tuture serve the Unit.

Since in every neighborhood, there are conditions which different people may find objectionable, it is acknowledged that there may be conditions outside of the Condominium property that an Owner or Occupant may find objectionable and that it shall be the sole responsibility of the Owners and Occupants to become acquainted with neighborhood conditions which could affect the Unit.

(vi) No representations are made that the Unit is or will be soundproof or that sound may not be transmitted from one Unit to another.

The Condominium floor plans and the dimensions and square footage calculations shown thereon are only approximations. Any Unit Owner who is concerned about any representations regarding the floor plans should do his/her own investigation as to the dimensions, measurements and square footage of his/her Unit.

(vili) All Owners and Occupants acknowledge and understand that the Declarant will be renovating portions of the Condominium and engaging in construction activities related to the renovation. Such renovation and construction activities may, from time to time, produce certain conditions on the Condominium, including, without limitation: (i) noise or sound that is objectionable because of its volume, duration, frequency or shrillness; (ii) smoke; (iii) noxious, toxic, or corrosive fumes or gases; (iv) obnoxious odors; (v) dust, dirt or flying ash; (vi) unusual fire or explosion hazards; (vii) temporary interruption of utilities; and/or (vii) other conditions that may threaten the security or safety of Persons on the Condominium. Notwithstanding the foregoing, all Owners and Occupants agree that such conditions on the Condominium resulting from renovation and construction activities shall not be deemed a nuisance and shall not cause Declarant and its agents to be deemed in violation of any

(h) Services During Declarant Control. Each Owner acknowledges that Declarant and its affiliates may provide services utilized by communities such as this Condominium including, but not limited to, management services. Each Owner consents and agrees that the Association may enter into service contracts with Declarant and its affiliates.

20. EMINENT DOMAIN

In the event of a taking by condemnation or by eminent domain, the provisions of the Act shall prevail and govern; provided, however, that any proceeds received for a taking of the Common Elements (other than Limited Common Elements) by condemnation or eminent domain shall, at the

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option of the Board, either be allocated to the Owners pursuant to O.C.G.A. § 44-3-97(a), as amended, or be deposited into the Association's operating account or reserve account to be applied to Common Expenses. Each holder of a first Mortgage shall be entitled to written notice of any such condemnation proceedings, and nothing in the Condominium Instruments shall be construed to give a priority to any Unit Owner in the distribution of proceeds to such Unit.

21. EASEMENTS,

Use and Enjoyment. Each Unit Owner and Occupant shalf have a right and a nonexclusive easement of use and enjoyment in and to the Common Elements (including the right of access, ingress and egress to and from his or her Unit over those portions of the Condominium designated for such purpose), and such non-exclusive easement shall be appurtenant to and shall pass with the title to such Unit, subject to (i) the rights of the Unit Owners to the exclusive use of the Limited Common Elements assigned to their respective Units; (il) to the right of the Association to control the use and enjoyment of the Common Elements as provided by the terms of this Declaration including, but not limited to, the right of the Association to suspend voting and use privileges as provided herein; and (ili) the right of the Association to have access to the Units and Limited Common Elements assigned to a Unit to discharge its rights and obligations, under the Condominium Instruments, including without limitation, the maintenance responsibility of the Association.

Support. Every portion of a Unit and all Limited Common Elements contributing to the support of an abutting Unit shall be burdened with a non-exclusive easement of support for the benefit

Encroachments. The Units and Common Elements shall be subject to non-exclusive easements of encroachment as set forth in the Act.

Utilities. To the extent that the sprinkler system or any utility line, pipe, wire, or conduit serving any Unit, Units or the Common Elements shall lie wholly or partially within the boundaries of another Unit or the Common Elements, such other Unit, Units, or the Common Elements shall be burdened with a non-exclusive easement for the use, maintenance, repair and replacement of such sprinkler system, utility line, pipe, wire or conduit, such non-exclusive easement to be in favor of the Unit, Units, or Common Elements served by the same and the Association. It shall be the obligation of the benefited Owner to maintain, replace and repair any pipe, line, conduit, duct or wire owned by such Owner, even if such pipe, line conduit, duct or wire is located within the boundaries of a Unit of another Owner. In such circumstance, the benefited Owner shall repair all incidental damage to any Unit resulting from performance of any such work. All Unit Owners hereby covenant and agree that as finish levels can have varying degrees, such repairs will be complete only to the extent of being "paint-ready". Components that may require repair or replacement, such as tile and trim, will be reinstalled only to the extent of readily available materials or similar materials (trim and such will also be finished to 'paint-ready"). Due to the uncontrollability of quality of repair, items such as faux paint treatment, wallpaper, ceiling/wall appliqué, and any other similar types of finishes, will not be the responsibility of the benefited Owner.

(e) Pest Control. The Association may but shall not be obligated to dispense chemicals for the extermination of insects and pests within the Units and Common Elements. In the event the Association chooses to provide such pest control, the Association and its duly authorized contractors, representatives, and agents shall have an easement to enter Units for the purpose of dispensing chemicals for the exterminating of insects and pests within the Units and Common Elements. Unit Owners shall either provide a key to the Unit for purpose of such entry or have someone available at such times as are designated by the Board of Directors to allow entry into the Unit for this purpose.

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The Association shall not be liable for any illness, damage, or injury caused by the dispensing of these chemicals for this purpose.

Community Bulletin Board. As part of the Common Elements maintained by the Association, Declarant and/or the Board shall have the right, but not the obligation, to erect on the Condominium a bulletin board primarily for the use of Unit Owners in advertising their Units for sale. For so long as the Association desires to maintain this bulletin board, each Unit Owner and his licensed real estate broker and agent may use the Condominium for access, ingress and egress to and from this bulletin board; provided, however, the use of the bulletin board shall be subject to such reasonable nondiscriminatory rules and regulations as may be adopted or promulgated by the Board regulating the size and duration of such advertisements. Declarant or Board may terminate use of this bulletin board entirely at any time, and no property rights of any kind are created hereby.

Declarant Easements. For so long as Declarant owns any Unit primarily for the purpose of sale, Declarant and its duly authorized contractors, subcontractors, representatives, agents, associates, employees, tenants and successors and assigns shall have: (1) a non-exclusive easement for access and ingress to, egress from and use of the Common Elements for the placement and maintenance of signs, banners, balloons, decorations marketing materials and tables, a sales office, a leasing office, a business office, promotional facilities and model Units on any portion of the Condominium, together with such other facilities as in the opinion of Declarant may be reasonably required, convenient or incidental to the completion, renovation, improvement, development, sale or lease of any Unit; (2) a non-exclusive easement to use the Common Elements for special events and promotional activities; (3) a transterable, non-exclusive easement on, over, through, under and across the Common Elements and Limited Common Elements for the purpose of making improvements on the Condominium or any portion thereot, for the purpose of constructing, installing, replacing, repairing, restoring and maintaining all utilities, buildings, driveways, landscaping and any other improvements on the Condominium property or serving the Condominium, and for the purpose of doing all things reasonably necessary and proper in connection therewith.

Additionally, Declarant and its duly authorized contractors, subcontractors, representatives, agents, associates, employees, tenants and successors and assigns, shall have an exclusive easement for any and all purposes it deems appropriate over, on and through Declarant's Easement Area so long as Declarant, or any successor Declarant, owns any Unit for the purpose of sale or lease or has an unexpired option to add Additional Property.

Easements in Favor of Additional Property Owner. There is reserved to Declarant and its successors and assigns, including any purchaser of the Additional Property, a non-exclusive easement upon, across, above and under all property within the Condominium (including the Common Elements and Limited Common Elements) for purposes of developing the Additional Property whether or not it is developed as part of the Condominium. In accordance therewith and until such time as Declarant or its successors record an amendment to the Declaration effecting the submission of the Additional Property (which is not required), then it shall be expressly permissible for Declarant and its successors and assigns to maintain and carry on, upon such portion of the Condominium as Declarant may 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 developing the Additional Property whether or not it is developed as part of the Condominium including, but without limitation, the following:

the right of access, ingress and egress for vehicular and pedestrian traffic over, under, on or in the Condominium;

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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, natural gas, water, sewer and drainage lines and facilities constructed or installed in, on, under and/or over the Condominium;

(0) the right to carry on sales and promotional activities in the community and the right to construct and operate business offices, signs, construction trailers, residences, model Units, and sales offices. Declarant may use residences, offices or other Units owned or used by Declarant as model Units and sales offices.

Rights exercised pursuant to such 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 his or her sole expense. This Paragraph shall not be amended without the Declarant's or Declarant's successor's and assign's express written consent, so long as the Additional Property has not been submitted to the Condominium.

Facade Easement and Historic Preservation Ordinance. The Condominium is subject to all the terms of the Facade Easement and Historic Preservation Ordinance, including, without limitation, requirements with regard to all architectural modifications or additions. The Association and Owners shall comply with all maintenance, repair, or other obligations required by the terms of the Facade Easement and Historic Preservation Ordinance.

22. AMENDMENTS.

Except where a higher vote is required for action under any other provisions of this Declaration or by the Act, in which case such higher vote shall be necessary to amend such provision, this Declaration may be amended by the affirmative vote, written consent, or any combination of affirmative vote and written consent of the members of the Association holding two-thirds (2/3) of the total eligible Association vote and such amendment shall otherwise comply with the provisions of Section 44-3-93 of the Act. As long as Declarant owns any Unit primarily for the purpose of sale, any amendment to this Declaration or the Bylaws shall require the written consent of Declarant. In addition, no amendment to this Declaration shall alter the easement rights contained in this Declaration without the consent of the Person holding such easement rights. Notwithstanding the above, no amendment shall modify, alter, or delete any provision of this Declaration that benefits the Declarant or any easement rights of the Declarant without the written consent of the Declarant attached to and recorded with such amendment. Notice of any meeting at which a proposed amendment will be considered shall state the fact of consideration and the subject matter of the proposed amendment. No amendment shall be effective until certified by the President and Secretary of the Association and recorded in the Athens-Clarke County, Georgia land records.

In addition to the above, material amendments to this Declaration must be approved by Eligible Mortgage Holders who represent at least fifty-one percent (51%) of the votes of Units that are subject to Mortgages held by Eligible Mortgage Holders. Notwithstanding the above, the approval of any proposed amendment by an Eligible Mortgage Holder shall be deemed implied and consented to if the Eligible Mortgage Holder fails to submit a response to any written proposal for an amendment within thirty (30) days after the Eligible Mortgage Holder receives notice of the proposed amendment sent by certified or registered mail, return receipt requested. Material amendments are those that establish, provide for, govern or regulate any of the following:

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(a) Voting;

(D) Assessments, assessment liens or subordination of such liens;

(e) Rights to use of the Common Elements;

Responsibility for maintenance and repair of the Condominium;

Expansion or contraction of the Condominium or the addition, annexation or withdrawal of property to or from the Condominium, except the submission of the Additional Property to the Condominium as set forth in this Declaration;

(h) Boundaries of any Unit;

(i) The interests in the Common Elements or Limited Common Elements;

Convertibility of Units into Common Elements or of Common Elements into Units; (k) Leasing of Units;

Imposition of any right of first refusal or similar restriction on the right of a Unit Owner to sell, transfer, or otherwise convey his or her Unit in the Condominium;

(m) Establishment of self-management by the Condominium Association where professional management has been required by any of the agencies or corporations set forth below; and

(n) Amendment of any provisions that are for the express benefit of Eligible Mortgage holders or insurers or guarantors of first mortgages on Units in the Condominium.

Notwithstanding the foregoing, Declarant or the Board of Directors, without the necessity of a vote from the Owners, may amend this Declaration to correct any scriveners errors, comply with any applicable state, city or federal law, and/or to bring the Condominium into compliance with applicable rules and regulations of the Federal National Mortgage Association ('Fannie Mae), the Department of Housing and Urban Development ("HUD") and the Veterans Administration ("VA") pursuant to federal

Any action to challenge the validity of an amendment adopted under this Paragraph must be brought within one (1) year of the effective date of such amendment. No action to challenge such amendment may be brought after such time.

23. SEVERABILITY.

Invalidation of any one of these covenants or restrictions by judgment or court order or otherwise shall in no way affect the application of such provision to other circumstances or affect any other provision(s), which shall remain in full force and effect.

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24. DECLARANT RIGHTS.

Notwithstanding anything to the contrary herein, and in addition to Declarant's right to appoint and remove officers and directors under Article III, Section 2 of the Bylaws and other rights set forth herein, Declarant shall have the right, as long as Declarant owns at least one (1) Unit, to conduct such sales, marketing, leasing, administrative and other activities at the Condominium as Declarant deems appropriate for the sale, marketing or leasing of any Unit and Declarant shall have a non-exclusive easement right across the Common Elements to erect signs, banners, balloons and other decorations and to conduct such other sales, marketing and leasing activities as provided herein. The expiration of Declarant's right to appoint and remove officers and directors of the Association pursuant to Article III, Section 2 of the Bylaws shall not terminate or alter the status of the above-referenced entity and its respective successors and assigns as the Declarant hereunder or divest the Declarant of other rights specifically reserved to the Declarant herein.

25. EXPANSION OF THE CONDOMINIUM.

Declarant reserves the option to expand the Condominium by adding to the Condominium all or any part of the Additional Property on one or more occasions. Except for zoning and other governmental requirements, there are no limitations as to the location of improvements on the Additional Property. The Additional Property may be added as a whole at one time or portions may be added at different times. There are no limitations fixing the boundaries of any portion of the Additional Property which may be submitted to the Declaration, and there are no limitations regulating the order in which portions of the Additional Property may be submitted to this Declaration. This option shall expire seven (7) years from the date of recording of this Declaration; provided, however, that Owners of Units to which two-thirds (2/3) of the total vote in the Association appertain, excluding any votes appurtenant to any Unit or Units then owned by the Declarant, may consent to the extension of this expansion option within one (1) year prior to the date upon which the option would have otherwise expired. The maximum number of Units that may be created on the Additional Property and added to the Condominium is thirty (30). The maximum average number of Units per acre that may be created on any portion of property added to the Condominium is 6.32. No assurances are made that any improvements will be made on all or any of the Additional Property which may be submitted to the Declaration. The Additional Property shall not necessarily be restricted exclusively to residential use, but shall be subject only to uses allowed by applicable zoning ordinances. No assurances are made that the units which may be built on all or any portion of the Additional Property will be substantially identical to the Units on the submitted property in any way whatsoever, including but not limited to the quality of construction, the principal materials to be used in such construction and architectural style. All improvements to be located on each portion of the Additional Property that is being submitted to the Condominium shall be substantially complete prior to its submission to the Condominium. The Declarant shall have the right to assign Limited Common Elements on the Additional Property, which may include Limited Common Elements different from those assigned in this Declaration and there shall be no limitations on the right to assign Limited Common Elements on the Additional Property. In addition, in the event that the Additional Property is added to the Condominium, Declarant shall have the right, but not the obligation, to assign portions of the existing Condominium as Limited Common Elements to some or all of the Units existing as of the date of recording of this Declaration. The undivided interests in the Common Elements are allocated among the Condominium Units on the submitted property on the basis of the square footage of the Units and, in the event the Declaration is amended, to include any portion of the Additional Property, shall be reallocated among the Condominium Units on the submitted property and the Additional Property on the same basis. Any expansion under this Paragraph shall be effected by Declarant's executing and recording the amendments to this Declaration, the plats and the plans required by the Act and to reflect any differences in the subsequent phase or phases as contemplated by this

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256991-6

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Page 46

Paragraph, at Declarant's sole expense. The Condominium Units thereby created and added shall be owned by Declarant, but the Common Elements shall be owned by all of the Unit Owners.

26. PREPARER.

This Declaration was prepared by Linda B. Curry, Weissman, Nowack, Curry & Wilco, P.C., One Alliance Center, 4" Floor, 3500 Lenox Road, Atlanta, Georgia 30326.

[SIGNATURES ON FOLLOWING PAGE]

- 42 -

256991-6 BOOK 2413 PAGE 370 9247-003

Page 47

MY OUTNESS 300 OF. Do are has executed he Decaden teal is day. of

DECLARANT: WHITEHALL MILL, LLC,

a Georgia limited liability company

2. Brine Galla _(SEAL) By:

Name:_ w. Bruce ballada

Title: Mandper

Signed, sealed, and delivered

this 5_ day of May _ 2000

in the presence oi:

Nine t ist

Notary Public:

NOTARY SEAL MY COMMISSION EXPIRES DEC. 16, 2005

"0D1

^ CC

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256991-6

9247-003 BOOK 2413 PAGE 371

Page 48

EXHIBITỌA"

Description of Submitted Property

ALL THAT TRACT OR PARCEL OF LAND LYING AND BEING IN G.M.D. 217 OF ATHENSCLARKE COUNTY, GEORGIA CONTAINING 8.787 ACRES AND BEING PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT A ½" REBAR SET AT THE INTERSECTION OF THE SOUTHEASTERLY RIGHT OF WAY OF WHITEHALL ROAD, HAVING A RIGHT OF WAY OF VARIABLE WIDTH AND THE SOUTHWESTERLY RIGHT OF WAY OF WHITE CIRCLE; THENCE RUNNING ALONG SAID RIGHT OF WAY OF WHITE CIRCLE THE FOLLOWING COURSES AND DISTANCES: SOUTH 12 DEGREES 09 MINUTES 17 SECONDS EAST FOR A DISTANCE OF 26.49 FEET TO A POINT;

SOUTH 14 DEGREES 44 MINUTES 36 SECONDS EAST FOR A DISTANCE OF 39.29 FEET TO A POINT;

SOUTH 22 DEGREES 51 MINUTES 43 SECONDS EAST FOR A DISTANCE OF 290.85 FEET TO A POINT;

SOUTH 29 DEGREES 36 MINUTES 15 SECONDS EAST FOR A DISTANCE OF 50.61 FEET TO A POINT;

THENCE LEAVING SAID RIGHT OF WAY AND RUNNING SOUTH 07 DEGREES 49 MINUTES 58 SECONDS EAST FOR A DISTANCE OF 123.78 FEET TO A POINT; THENCE SOUTH 37 DEGREES 11 MINUTES 24 SECONDS EAST FOR A DISTANCE OF 83.78 FEET TO A POINT; THENCE SOUTH 75 DEGREES 48 MINUTES 53 SECONDS EAST FOR A DISTANCE OF 112.00 FEET TO A POINT; THENCE NORTH 80 DEGREES 36 MINUTES 25 SECONDS EAST FOR A DISTANCE OF 289.00 FEET TO A POINT; THENCE NORTH 75 DEGREES 25 MINUTES 19 SECONDS EAST FOR A DISTANCE OF 417.17 FEET TO A POINT; THENCE SOUTH 21 DEGREES 35 MINUTES 55 SECONDS EAST FOR A DISTANCE OF 186.95 FEET TO A POINT LOCATED IN THE CENTERLINE OF NORTH OCONEE RIVER; THENCE RUNNING ALONG THE CENTERLINE OF SAID RIVER THE FOLLOWING COURSES AND DISTANCES:

SOUTH 65 DEGREES 09 MINUTES 47 SECONDS WEST FOR A DISTANCE OF 336.94 FEET TO A POINT;

SOUTH 67 DEGREES 08 MINUTES 10 SECONDS WEST FOR A DISTANCE OF 180.16 FEET TO A POINT;

SOUTH 74 DEGREES 41 MINUTES 39 SECONDS WEST FOR A DISTANCE OF 196.99 FEET TO A POINT;

NORTH 81 DEGREES 39 MINUTES 44 SECONDS WEST FOR A DISTANCE OF 117.24 FEET TO A POINT;

NORTH 66 DEGREES 27 MINUTES 23 SECONDS WEST FOR A DISTANCE OF 152.71 FEET TO A POINT;

NORTH 52 DEGREES 01 MINUTES 42 SECONDS WEST FOR A DISTANCE OF 104.02 FEET TO A POINT;

NORTH 26 DEGREES 46 MINUTES 03 SECONDS WEST FOR A DISTANCE OF 253.12 FEET TO A POINT;

NORTH 24 DEGREES 37 MINUTES 25 SECONDS WEST FOR A DISTANCE OF 316.81 FEET TO A POINT;

256991-6 BOOK 2413 PAGE 372

Page 49

ALONG A CURVE TO THE RIGHT HAVING A RADIUS OF 876.74 FEET AND AN ARC LENGTH OF 202.62 FEET, SAID ARC BEING SUBTENDED BY A CHORD OF NORTH 62 DEGREES 18 MINUTES 26 SECONDS EAST FOR A DISTANCE OF 202.17 FEET TO A NAIL SET; THENCE CONTINUING ALONG SAID RIGHT OF WAY SOUTH 21 DEGREES 04 MINUTES 20 SECONDS EAST FOR A DISTANCE OF 40.00 FEET TO A NAIL SET; THENCE CONTINUING ALONG SAID RIGHT OF WAY ALONG A CURVE TO THE RIGHT HAVING A RADIUS OF 836.74 FEET AND AN ARC LENGTH OF 42.50 FEET, SAID ARC BEING SUBTENDED BY A CHORD OF NORTH 70 DEGREES 23 MINUTES 00 SECONDS EAST FOR A DISTANCE OF 42.50 FEET TO A iỊ REBAR SET ON THE SOUTHWESTERLY RIGHT OF WAY OF SAID WHITE CIRCLE, SAID REBAR BEING THE POINT OF BEGINNING.

256991-6 воок 2413PAСE 373

........ ......

Page 50

EXIBIT ạB"

Undivided Percentage Interest In The Common Elements

And Liabilities For Common Expenses

Unit Approximate • Ownership

Number Square Feet Percentage

1,391.00 2.95%

2 1,728.0ął 3.67%

1,211.00 2.57%

1,580.00 3.35%

1,211.00 2.57%

1,369.00 2.91%

1,372.0ł 2.91%

1,366.00 2.90%

1,211.00 2.57%

1,468.00 3.12%

1,211.00 2.57%

1,552.00 3.30%

1,298.00 2.76%

1,417.00 3.01%

1,407.00 2.99%

1,219.00 2.59%

1,211.00 2.57%

1,219.00 2.59%

1,211.0ął 2.57%

1,219.00 2.59%

1.211.00 2.57%

1,219.00 2.59%

1,211.00 2.57%

1,219.00 2.59%

28 1,211.00 2.57%

29 1,219.00 2.59%

30 1,202.00 2.55%

31 1,805.0ął 3.84%

32 1,616.00 3.43%

33 1,936.00 4.11%

34 2,734.00 5.81%

TOTAL 47,087-00 100.00%

BOOK 2 4 1 3 PAGE 374 256991-6

Page 51

EXHIBIT "C"

Description Of Additional Property

ALL THAT TRACT OR PARCEL OF LAND LYING AND BEING IN G.M.D. 217 OF ATHENSCLARKE COUNTY, GEORGIA CONTAINING 4.422 ACRES AND BEING PARTICULARLY DESCRIBED AS FOLLOWS:

TO REACH THE TRUE POINT OF BEGINNING, COMMENCE AT A ½" REBAR SET AT THE INTERSECTION OF THE SOUTHEASTERLY RIGHT OF WAY OF WHITEHALL ROAD, HAVING A RIGHT OF WAY OF VARIABLE WIDTH AND THE SOUTHWESTERLY RIGHT OF WAY OF WHITE CIRCLE; THENCE RUNNING ALONG SAID RIGHT OF WAY OF WHITE CIRCLE THE FOLLOWING COURSES AND DISTANCES:

SOUTH 12 DEGREES 09 MINUTES 17 SECONDS EAST FOR A DISTANCE OF 26,49 FEET TO A POINT;

SOUTH 14 DEGREES 44 MINUTES 36 SECONDS EAST FOR A DISTANCE OF 39.29 FEET TO A POINT;

SOUTH 22 DEGREES 51 MINUTES 43 SECONDS EAST FOR A DISTANCE OF 290.85 FEET TO A POINT;

SOUTH 29 DEGREES 36 MINUTES 15 SECONDS EAST FOR A DISTANCE OF 50.61 FEET TO A POINT AND THE TRUE POINT OF BEGINNING;

FROM THE TRUE POINT OF BEGINNING THUS ESTABLISHED, CONTINUING ALONG THE SOUTHWESTERLY, SOUTHERLY, AND SOUTHEASTERLY RIGHT OF WAY OF WHITE CIRCLE THE FOLLOWING COURSES AND DISTANCES

SOUTH 36 DEGREES 52 MINUTES 11 SECONDS EAST FOR A DISTANCE OF 50.00 FEET TO A POINT;

SOUTH 44 DEGREES 59 MINUTES 59 SECONDS EAST FOR A DISTANCE OF 50.91 FEET TO A POINT;

SOUTH 52 DEGREES 41 MINUTES 45 SECONDS EAST FOR A DISTANCE OF 52.80 FEET TO A POINT;

SOUTH 70 DEGREES 12 MINUTES 03 SECONDS EAST FOR A DISTANCE OF 53.14 FEET TO A POINT;

NORTH 83 DEGREES 09 MINUTES 27 SECONDS EAST FOR A DISTANCE OF 50.36 FEET TO A POINT;

NORTH 59 DEGREES 02 MINUTES 11 SECONDS EAST FOR A DISTANCE OF 34.99 FEET TO A POINT;

NORTH 45 DEGREES 00 MINUTES 01 SECONDS EAST FOR A DISTANCE OF 36.77 FEET TO A POINT;

NORTH 42 DEGREES 27 MINUTES 57 SECONDS EAST FOR A DISTANCE OF 174.47 FEET TO A 1 1/2" AXLE FOUND;

NORTH 42 DEGREES 04 MINUTES 48 SECONDS EAST FOR A DISTANCE OF 79.45 FEET TO A ½" REBAR FOUND;

NORTH 45 DEGREES 27 MINUTES 36 SECONDS EAST FOR A DISTANCE OF 85.01 FEET

½" REBAR FOUND;

THENCE LEAVING SAID RIGHT OF WAY AND RUNNING SOUTH 36 DEGREES 49 MINUTES 11 SECONDS EAST FOR A DISTANCE OF 159.96 FEET TO A 1 ¼" OPEN TOP FOUND; THENCE NORTH 67 DEGREES 36 MINUTES 00 SECONDS EAST FOR A DISTANCE OF 80.08 FEET TO

BOOK 2 4 1 3 PAGE 375 256991-6

Page 52

A ½" REBAR FOUND; THENCE NORTH 36 DEGREES 06 MINUTES 41 SECONDS WEST FOR A DISTANCE OF 197.88 FEET TO A ½" REBAR SET ON THE AFORESAID SOUTHEASTERLY RIGHT OF WAY OF WHITE CIRCLE; THENCE RUNNING ALONG SAID RIGHT OF WAY NORTH 46 DEGREES 00 MINUTES 19 SECONDS EAST FOR A DISTANCE OF 27.49 FEET TO AỊ REBAR SET; THENCE CONTINUING ALONG SAID RIGHT OF WAY NORTH 48 DEGREES 55 MINUTES 50 SECONDS EAST FOR A DISTANCE OF 92.79 FEET TO A ¾" OPEN TOP FOUND; THENCE LEAVING SAID RIGHT OF WAY SOUTH 36 DEGREES 14 MINUTES 17 SECONDS EAST FOR A DISTANCE OF 141.52 FEET TO AỊi SOLID ROD FOUND; THENCE NORTH 57 DEGREES 53 MINUTES 33 SECONDS EAST FOR A DISTANCE OF 90.70 FEET TO AỊ REBAR SET; THENCE SOUTH 26 DEGREES 59 MINUTES 40 SECONDS EAST FOR A DISTANCE OF 217.37 FEET TO A ½" REBAR SET; THENCE SOUTH 58 DEGREES 24 MINUTES 30 SECONDS WEST FOR A DISTANCE OF 75.36 FEET TO A ½" REBAR FOUND; THENCE SOUTH 21 DEGREES 35 MINUTES 55 SECONDS EAST FOR A DISTANCE OF 85.21 FEET TO A POINT; THENCE SOUTH 75 DEGREES 25 MINUTES 19 SECONDS WEST FOR A DISTANCE OF 417.17 FEET TO A POINT; THENCE SOUTH 80 DEGREES 36 MINUTES 25 SECONDS WEST FOR A DISTANCE OF 289.00 FEET TO A POINT; THENCE NORTH 75 DEGREES 48 MINUTES 53 SECONDS WEST FOR A DISTANCE OF 112.00 FEET TO A POINT; THENCE NORTH 37 DEGREES 11 MINUTES 24 SECONDS WEST FOR A DISTANCE OF 83.78 FEET TO A POINT; THENCE NORTH 07 DEGREES 49 MINUTES 58 SECONDS WEST FOR A DISTANCE OF 123.78 FEET TO A POINT LOCATED ON THE SOUTHWESTERLY RIGHT OF WAY OF WHITE CIRCLE AND THE TRUE POINT OF BEGINNING.

TOGETHER WITH:

ALL THAT TRACT OR PARCEL OF LAND LYING AND BEING IN G.M.D. 217 OF ATHENSCLARKE COUNTY, GEORGIA CONTAINING 0.323 ACRES AND BEING PARTICULARLY DESCRIBED AS FOLLOWS:

TO REACH THE TRUE POINT OF BEGINNING, COMMENCE AT A ½" REBAR SET AT THE INTERSECTION OF THE SOUTHEASTERLY RIGHT OF WAY OF WHITEHALL ROAD, HAVING A RIGHT OF WAY OF VARIABLE WIDTH AND THE SOUTHWESTERLY RIGHT OF WAY OF WHITE CIRCLE; THENCE RUNNING ALONG THE SOUTHWESTERLY, SOUTHERLY AND SOUTHEASTERLY RIGHT OF WAY OF WHITE CIRCLE THE FOLLOWING COURSES AND DISTANCES:

SOUTH 12 DEGREES 09 MINUTES 17 SECONDS EAST FOR A DISTANCE OF 26.49 FEET TO A POINT;

SOUTH 14 DEGREES 44 MINUTES 36 SECONDS EAST FOR A DISTANCE OF 39.29 FEET TO A POINT;

SOUTH 22 DEGREES 51 MINUTES 43 SECONDS EAST FOR A DISTANCE OF 290.85 FEET TO A POINT;

SOUTH 29 DEGREES 36 MINUTES 15 SECONDS EAST FOR A DISTANCE OF 50.61 FEET TO A POINT;

SOUTH 36 DEGREES 52 MINUTES 11 SECONDS EAST FOR A DISTANCE OF 50.00 FEET TO A POINT;

SOUTH 44 DEGREES 59 MINUTES 59 SECONDS EAST FOR A DISTANCE OF 50.91 FEET TO A POINT;

SOUTH 52 DEGREES 41 MINUTES 45 SECONDS EAST FOR A DISTANCE OF 52.80 FEET TO A POINT;

SOUTH 70 DEGREES 12 MINUTES 03 SECONDS EAST FOR A DISTANCE OF 53.14 FEET TO A POINT;

NORTH 83 DEGREES 09 MINUTES 27 SECONDS EAST FOR A DISTANCE OF 50.36 FEET

256991-6 BOOK 2413 PAGE 376

Page 53

TO A POINT;

NORTH 59 DEGREES 02 MINUTES 11 SECONDS EAST FOR A DISTANCE OF 34.99 FEET TO A POINT;

NORTH 45 DEGREES 00 MINUTES 01 SECONDS EAST FOR A DISTANCE OF 36.77 FEET TO A POINT;

NORTH 42 DEGREES 27 MINUTES 57 SECONDS EAST FOR A DISTANCE OF 174.47 FEET TO A 1 1/2" AXLE FOUND;

NORTH 42 DEGREES 04 MINUTES 48 SECONDS EAST FOR A DISTANCE OF 79.45 FEET TO A ½" REBAR FOUND;

NORTH 45 DEGREES 27 MINUTES 36 SEÇONDS EAST FOR A DISTANCE OF 85.01 FEET TO A

½" REBAR FOUND AND THE TRUE POINT OF BEGINNING;

FROM THE TRUE POINT OF BEGINNING THUS ESTABLISHED, CONTINUING ALONG SAID RIGHT OF WAY NORTH 40 DEGREES 31 MINUTES 24 SECONDS EAST FOR A DISTANCE OF 82.00 FEET TO A ½" REBAR SET; THENCE LEAVING SAID RIGHT OF WAY AND RUNNING SOUTH 36 DEGREES 06 MINUTES 41 SECONDS EAST FOR A DISTANCE OF 197.88 FEET TO A ỊiREBAR FOUND; THENCE SOUTH 67 DEGREES 36 MINUTES 00 SECONDS WEST FOR A DISTANCE OF 80.08 FEET TO A 1 iỊOPEN TOP FOUND; THENCE NORTH 36 DEGREES 49 MINUTES 11 SECONDS WEST FOR A DISTANCE OF 159.96 FEET TO A ½" REBAR FOUND ON THE AFORESAID SOUTHEASTERLY RIGHT OF WAY OF WHITE CIRCLE AND THE TRUE POINT OF BEGINNING.

BOOK 2413 PAGE 377 256991-6

.......

Page 54

EXHIBIT IDI

BYLAWS

WHITEHALL MILL CONDOMINIUM ASSOCIATION, INC.

WEISSMAN, NOWACK, CURRY & WILCO, P.C

Attorneys

One Alliance Center, 4th Floor

3500 Lenox Road

Atlanta, Georgia 30326

(404) 926-4500

COPYRIGHT @ 2003.

BOOK 2 4 1 3 PACE 378

Page 55

Page

L. GENERAL

Applicability

2. Name...

3. Definitions...

4. Membership.

5. Entity Members.

6. Voting..

7. Majority.. 2

8. Purpose.. 2

II. MEETINGS OF MEMBERS

1. Annual Meetings

2. Special Meetings.

3. Notice of Meetings. 22239

4. Waiver of Notice

5. Quorum

6. Adjourment

7. Proxy..

8. Action Taken Without a Meeting..

9. Order of Business.

mI. BOARD OF DIRECTORS

A. Composition and Selection

1. Composition and Eligibility.

2. Directors Appointed by Declarant.. 4

3. Number of Directors and Term of Office.. 4

4. Removal of Members of the

Board of Directors..

5. Vacancies.

6. Compensation

7. Director Conflicts of Interest

8. Nomination.

9. Elections.

B. Meetings.

1. Regular Meetings.

2. Special Meetings. 6

3. Waiver of Notice..

4. Conduct of Meetings.

5. Open Meetings....

6. Action Without a Meeting ..

BOOK 2 41 3 PAGE 379

Page 56

Page

C. Powers and Duties.

1. Powers and Duties.

2. Management Agent.

3. Borrowing.....

4. Liability and Indemnification

of Officers and Directors.. 8

D. Committees.

1. Architectural Control Committec..

2. Other Committees. 00 00

3. Service on Committees ..

IV. OFFICERS

1. Designation.

2. Election of Officers

3. Removal of Officers 9

4. Vacancies 9

5. President.. 9

6. Vice President 9

7. Secretary. 9

8. Treasurer. 9

9. Other Officers..

10. Agreements, Contracts,

Deeds, Leases, Etc.

V. RULE MAKING AND ENFORCEMENT

1. Authority and Enforcement.. 10

2. Fining and Suspension Procedure. 10

3. Additional Enforcement Rights.. 11

VI. MISCELLANEOUS

1. Notices

2. Severability.

3. Captions....

4. Gender and Grammar

5. Fiscal Year.

6. Financial Review

7. Conflicts. 12

8. Amendment 12

9. Books and Records. 12

BOOK 2413 PAGE 380

Page 57

BYLAWS

WHITEHALL MILL CONDOMINIUM ASSOCIATION, INC.

Article 1

General

Section I. Applicability. These Bylaws provide for the self-government of Whitehall Mill Condominium Association, Inc. in accordance with the Georgia Condominium Act, O.C.G.A. § 44-3-70, er seg. (1991 and Supp. 2002 as may be amended from time to time, the Articles of Incorporation filed with the Secretary of State and the Declaration of Condominium for Whitehall Mill Condominium, recorded in the Athens-Clarke County, Georgia land records (Declaration).

Section 2. Name. The name of the corporation is Whitehall Mill Condominium Association, Inc. ("Association").

Section 3. Definitions. The terms used herein shall have their generally accepted meanings or such meanings as are specified in Paragraph 2 of 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 and one (1) vote 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, including, without limitation, serving on the Board of Directors of the Association. Such person's relationship with the Association shall terminate automatically upon the termination of 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.

Section 6. Voting. Each Unit shall be entitled to one (1) equal vote, which vote may be cast by the Owner, the Owner's spouse, the cohabitant of the Owner, or by a lawful proxy as provided below. When more than one (1) Person owns a Unit, the vote for such Unit shall be exercised as they determine between or among themselves, but in no event shall more than one (1) vote be cast with respect to any Unit. If only one (1) co-owner attempts to cast the vote for a Unit, it shall be conclusively presumed that such co-owner is authorized on behalf of all co-owners to cast the vote for such Unit. In the event of disagreement between or among co-owners and an attempt by two (2) or more of them to cast such vote or votes, such Persons

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Page 58

shall not be recognized and such vote or votes shall not be counted. No Owner shall be eligible to vote. either in person or by proxy, or to act as a proxy for any other member, if that 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 or if the Owner has had its voting rights suspended for the infraction of any provision of the Declaration, these Bylaws, or any rule of the Association. If the voting rights of an Owner have been suspended, that Owner shall not be counted as an eligible vote for purposes of establishing a majority or a

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 number of eligible votes, Owners, or other group, respectively. 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.

Section 8. Purpose. The Association shall have the responsibility of administering the Condominium, establishing the means and methods of collecting the contributions to the Common Expenses, arranging for the management of the Condominium and performing all of the other acts that may be required to be performed by the Association pursuant to the Act., the Georgia Nonprofit Corporation Code and the Declaration. Except as to those matters which the Act, the Declaration or the Georgia Nonprofit Corporation Code specifically require to be performed by the vote of the Association membership, the administration of the foregoing responsibilities shall be performed by the Board of Directors as more particularly set forth below.

Section 9. Electronic Documents and Signatures.

(a) Documents. Whenever these Bylaws require that a document, record or instrument be "written" or "in writing.' the requirement is deemed satisfied by an Electronic Document. "Electronic Document means information created, transmitted, received, or stored by electronic means and retrievable in human perceivable form, such as email, web pages, electronic documents, facsimile transmissions, etc. Records, documents and instruments shall not be denied effect or validity solely on the grounds that they are electronic.

(b) Signatures. Whenever these Bylaws require a signature, an electronic signature satisfies that requirement only if: (1) the signature is easily recognizable as a Secure Electronic Signature which is capable of verification, under the sole control of the signatory, and attached to the electronic document in such a way that the document cannot be modified without invalidating the signature; or (2) the Board reasonably believes. that the signatory affixed the signature with the intent to sign the Electronic Document, and that the Electronic Document has not been modified since the signature was affixed.

(c) Verification and Liability for Falsification. The Board may require reasonable verification of any electronic signature, document, record or instrument. Pending verification, the Board may refuse to accept any electronic signature, document, record or instrument which, in the Board's sole discretion, is not clearly authentic. Neither the Board nor the Association shall be liable to any Member or any other Person for accepting or acting in reliance upon an electronic signature or Electronic Document which the Board reasonably believes to be authentic. Any Member or Person who negligently, recklessly or intentionally submits any falsified Electronic Document or unauthorized electronic signature shall fully indemnify the Association for actual damages, reasonable attorneys' fees and expenses incurred as a result of such acts.

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Page 59

Article I1

Meetings of Members

Section 1. Annual Meetings. The regular annual meeting of the members shall be held during the fourth quarter of 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 fifteen percent (15%) of the total eligible 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 the record Owner of each Unit 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 cach 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 proper notice it 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 one-third (1/3) of the total eligible 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.

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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 Secretary, 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 Mecting. 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

All solicitations for votes by written ballot shall: (I) 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 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

Article III

Board of Directors

A. Compositioa aad Selection.

Section 1. Composition and Eligibility. The affairs of the Association shall be govered by a Board of Directors. Except for directors appointed by the Declarant hereunder. the directors shall be

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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 co-owners may serve on the Board at the same time. No persons shall be eligible to be elected to or continue to serve on the Board of Directors if they are shown on the books and records of the Association to be more than thirty (30) days delinquent in the payment of any assessment or charge by the Association. Directors shall not be eligible to serve more than three (3) consecutive two (2) year terms without first resigning from the Baard for a time period which shall be the lesser of: (a) one (1) year; or (b) the period of time from the end of one (1) annual meeting of the Association to the beginning of the next annual meeting of the Association.

Section 2. Directors Appointed by the Declarant. Notwithstanding anything to the contrary herein, Declarant shall have exclusive authority to appoint and remove directors and officers until the earlier of: (1) seven (7) years after the recording of the Declaration, (2) unless Declarant at that time has an unexpired option to add Additional Property, the date as of which Units to which eighty percent (80%) of the undivided interests in the Common Elements pertain shall have been conveyed by Declarant to Unit Owners other than a Person constituting the Declarant, or (3) 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) person. 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 five (5) persons. If such meeting is not the annual meeting, the directors elected shall serve until the next annual meeting. At the first annual meeting after Declarant has surrendered control of the Association, the three (3) of the directors receiving the highest number of votes shall be elected for terms of two (2) years each and two (2) other directors shall be elected for terms of one (1) year each. At each annual meeting thereafter, a successor shall be elected to serve for a term of two (2) years. The members of the Board of Directors shall hold office until their respective successors shall have been elected by the Association.

Section 4. Removal of Members of the Board of Directors. After expiration of Declarant's right to appoint officers and directors of the Association, at any annual or special meeting of the Association duly called, any one (1) or more Board members, except for directors appointed by Declarant hereunder. may be removed with or without cause by a majority of the total eligible Association vote to elect said director and a successor may then and there be elected to fill the vacancy thus created. Further, any director who is more than thirty (30) days past due in the payment of any assessment or charge shall be automatically removed from the Board of Directors, even if the director subsequently pays the amount owed, and the vacancy shall be filled as provided in Section 5 below. Any director who has had three (3) consecutive unexcused absences from regularly scheduled Board meetings may be removed by the vote of a majority of the other directors. 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

Section S. Vacancies. Vacancies in the Board caused by any reason, except the removal of a director by a majority of the total eligible Association vote or by Declarant, shall be filled by a vote of the majority of the remaining directors. even though less than a quorum, at any meeting of the Board of Directors. The successor so selected shall hold office until the next annual meeting. Notwithstanding anything to the contrary herein, any director who is an officer, director or other designated agent of an entity member and whose position becomes 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.

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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 of the total eligible Association vote. 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. Directors also may be given nominal gifts or tokens of appreciation by the Association for recognition of services performed, not to exceed a value of One Hundred and No/100 Dollars ($100.00) per calendar year. For purposes hereof, reasonable, food and beverages purchased for Board meeting shall not be considered compensation.

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. Notwithstanding anything herein, the directors, during the period of Declarant control, shall be authorized on behalf of the Association to enter into contracts with the Declarant and its affiliates as set forth in Paragraph 19(h) of the Declaration.

Section 8. Nomination. Nomination for election to the Board shall be made by a Nominating Committee which shall be appointed by the Board of Directors at least thirty (30) days prior to the annual meeting to serve a term of one (1) year and shall consist of at least one (1) Board member and at least two (2) other members of the Association who are not Board members. The members of the Nominating Committee shall be announced at the annual meeting. The Nominating Committee may nominate any number of qualified individuals, but not less than the number of directors to be elected. The nominations shall be made at least fourteen (14) days prior to the annual meeting. Nominations shall also be allowed from the floor at the meeting. Each candidate shall be given a reasonable opportunity to communicate his or her qualifications to the membership prior to the election. No member shall be nominated for election to the Board, nor permitted to run for election, if more than thirty (30) days past due in the payment of any assessment. Failure to comply with this Section shall in no way invalidate the election of directors who were not nominated in accordance with the provisions hereof.

Section 9. Elections. All members of the Association eligible to vote shall be entitled to cast their entire vote for each directorship to be filled. There shall be no cumulative voting. The directorships for which elections are held shall be filled by that number of candidates receiving the most votes. Voting for election of Board members shall be by written ballot (unless dispensed by unanimous consent at such meeting at which such voting is conducted).

B. Meetings.

Section 1. Regular Meetings. Regular meetings of the Board may 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 within 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

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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. Waixer 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 (1) 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. Board meetings need not be open to all members. However, if the Board permits members to attend Board meetings, then 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. The Board may order the removal of any meeting guest who, in the Board's opinion, either disrupts the conduct of business at the meeting or fails to leave the meeting upon request after an announcement of reconvening in executive 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 describe 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 Baard of Directors.

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 the Condominium and may do all such acts and things as are not by the Act, the Declaration, the Articles of Incorporation, or these 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 Owner 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;

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(c) providing for the operation, care, upkeep, and maintenance of all of the Area of Common Responsibility as set forth in Paragraph 17 of the Declaration;

(d) 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 Area of Common 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 dutics;

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 in O.C.G.A. § 14-3-302, and using the proceeds to administer the Association;

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 sigaatories required;

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;

(i) 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;

obtaining and carrying insurance against casualties and liabilities, as provided in the Act and 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

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

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 thirty (30) days written notice. No management contract shall have a term in excess of one (1) year.

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Section 3. Borrowing. Except as may be set forth in Paragraph 18 of the Declaration, the Board of Directors shall have the power to borrow money for the purpose of maintenance, repair, restoration, or improvement of the Common Elements and facilities, and for other purposes, with the approval of a majority of the total eligible Association vote.

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 committee member in the performance of his or her duties, except for his or her own individual willful misfeasance or malfeasance. The Association, in determining whether 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 my 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 Control Committee. The Board shall establish an Architectural Control Committee for the purpose of establishing and maintaining architectural standards in the Condominium 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.

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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 at 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.

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

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

Section 7. Seccetary. 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 a corporation organized

Section 8. Treasurer. The Treasurer shall have the responsibility for the Association's funds 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, Contracts, 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.

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Article V

Rule Making and Enforcement

Section 1. Authority and Enforcement. The Condominium shall be used only for those uses and purposes set out in the Declaration. 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 Common 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 eligible 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 thercwith shall entitle the Association and, in an appropriate case, one (1) or more aggrieved Unit Owners, to take action to enforce the terms. of the Declaration, Bylaws or rules and

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 Elements 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 is imposed, notice of such violation shall be sent to the Owner and Occupant, and the 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 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

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 Elements (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 Elements shall be automatic; provided further, however, suspension of common utility services shall require compliance with the provisions of Paragraph 10(c)(v) of the Declaration, where applicable), 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

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 reconsideration 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 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.

(b) 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

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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

Section 3. Additional Enforcement Bights. 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.

(a) Method of Giving Notice. Unless otherwise prohibited in these Bylaws, all notices, demands, bills, statements, or other communications shall be in writing and shall be given:

personal delivery to the addressee; or

(11) via United States mail, first class, postage prepaid; or

via electronic mail; or

(iv) via facsimile; or

(V) via a secure website, provided that notice shall be deemed given via website only upon proof that the addressee has retrieved the message.

(b) Addressee. Notice sent by one of the methods described in Section 1, Subparagraph (1) shall be deemed to have been duly given:

If to a Unit Owner, at the address, electronic mail address or facsimile number which the 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;

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If to the Association, the Board or the managing agent, at the postal address, facsimile or electronic mail address of the principal office of the Association or the managing agent, 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 describe 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 whenever the context so requires.

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

Section 6. Einancial Audit. The accounts of the Association shall be audited as a Common Expense by an independent accountant after the close of each fiscal year. Such audited statement shall be made available to the holder, insurer, or guarantor of any first mortgage on a Unit upon submission of a written request and must be available within one hundred twenty (120) days of the Association's fiscal

Section 7. Conflicts. The duties and powers of the Association shall be those set forth in the Georgia Condominium Act, the Georgia Nonprofit Corporation Code, the Declaration, these Bylaws, and the Articles of Incorporation, together with those reasonably implied to affect the purposes of the Association; provided, however, that if there are conflicts or inconsistencies between the Act, the Georgia Nonprofit Corporation Code, the Declaration, these Bylaws, or the Articles of Incorporation, then the provisions of the Act, the Georgia Nonprofit Corporation Code, as may be applicable, the Declaration, the Articles of Incorporation and these Bylaws, in that order, shall prevail, and each Owner of a Unit, by acceptance of a deed or other conveyance therefor, covenants to vote in favor of such amendments as will remove such conflicts or inconsistencies.

Section 8. Amendment. Except where a higher vote is required for action under a particular provision of the Declaration or Bylaws, in which case such higher vote shall be necessary to amend, these Bylaws may be amended by the affirmative vote, written consent, or any combination of affirmative vote and written consent of the members holding two-thirds (2/3) of the total eligible Association vote. As long as Declarant owns any Unit primarily for the purpose of sale, any amendment to the Bylaws shall require the written consent of Declarant. No amendment shall become effective until it is certified by the President and Secretary of the Association and recorded in the Athens-Clarke County Georgia land records. Any amendment duly certified and recorded shall be conclusively presumed to have been duly adopted in accordance with the Declaration and Bylaws. Owners whose voting rights have been suspended pursuant to the Declaration or these Bylaws shall not be counted as eligible votes toward the amendment requirement.

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Any action to challenge the validity of an amendment adopted under this Section must be brought within one (1) year of the amendment's effective date. No action to challenge any such amendment may be brought after such time.

Section 9. Books and Records.

(a) All members of the Association and any holder of a first Mortgage shall be entitled to inspect the following records at a reasonable time and location specified by the Association, upon written request at least five (5) business days before the date on which the member or mortgagee wishes to inspect and copy:

(i) its Articles or restated Articles of Incorporation and all amendments to them currently in effect;

(i¡) its Bylaws or restated Bylaws and all amendments to them currently in effect; resolutions adopted by either its members or Board of Directors increasing or decreasing the number of directors or the classification of directors, or relating to the characteristics, qualifications, rights, limitations, and obligations of members or any class or category of members;

(1V) resolutions adopted by either its members or Board of Directors relating to the characteristics, qualification, rights, limitations, and obligations of members or any class or category of members;

(V) the minutes of all meetings of members and records of all actions approved by the members for the past three (3) years;

(Vi) all written communications to members generally within the past three (3) years, including the financial statements furnished for the past three (3) years;

(vii) a list of the names and business or home addresses of its current directors and officers; and

(viii) its most recent annual report delivered to the Secretary of State.

(b) A member may inspect and copy the following records upon written notice at least five (5) business days before the date on which the member wishes to inspect and copy only if the member's demand is made in good faith and for a proper purpose that is reasonably relevant to the member's legitimate interest as a member; the member describes with reasonable particularity the purpose and the records the member desires to inspect; the records are directly connected with this purpose; and the records are to be used only for the stated purpose:

excerpts from minutes of any Board meeting, records of any action of a committee of the Board while acting in place of the Board on behalf of the Association, minutes of any meeting of the members, and records of action taken by the members or the Board without a meeting, to the extent not subject to inspection under subsection 9(a);

(u) accounting records of the Association; and

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257040-2

9247-003 BOOK 2413 PAGE 394

Bylaws

Page 1

EXHIBIT "C"

BYLAWS

WHITEHALL MILL CONDOMINIUM ASSOCIATION, INC.

JENNIFER GRAYSON LYTLE

Attorney at Law

1720 Epps Bridge Parkway

Suite 108-353

Athens, Georgia 30606

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GENERAL

1. Applicability

2. Name

3. Definitions

4. Membership

5. Entity Members

6. Voting

7. Majority

8. Purpose

.MEETINGS OF MEMBERS

1. Annual Meetings

2. Special Meetings

3. Notice of Meetings

4. Waiver of Notice

5. Quorum

6. Adjournment

7. Proxy

8. Action Taken Without a Meeting

9. Order of Business

BOARD OF DIRECTORS

A. Composition and Selection

1. Composition and Eligibility

Directors Appointed by Declarant

3. Number of Directors and Term of Office 4. Removal of Members of the Board of Directors 5. Vacancies

6. Compensation

7. Director Conflicts of Interest

8. Nomination

9. Elections

B. Meetings

1. Regular Meetings

2. Special Meetings

3. Waiver of Notice

4. Conduct of Meetings

5. Open Meetings

6. Action Without a Meeting

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C. Powers and Duties 8

1. Powers and Duties 8 2. Management Agent 10 3. Borrowing 10 4. Liability and Indemnification of Officers and Directors 10

D. Committees 11

1. Architectural Control Committee 11 2. Other Committees 11 3. Service on Committees 11

IV...... OFFICERS

1. Designation 11 2. Election of Officers 11 3. Removal of Officers 11 4. Vacancies 11 5. President 11 6. Vice President 11 7. Secretary 11 8. Treasurer 12 9. Other Officers 12 10. Agreements, Contracts, Deeds, Leases, etc. 12

V. . RULE MAKING AND ENFORCEMENT

1. Authority and Enforcement 12 2. Fining and Suspension Procedure 13 3. Additional Enforcement Rights 13

VI....... MISCELLANEOUS

1. Notices

2. Severability

3. Captions

4. Gender and Grammar

5. Fiscal Year

6. Financial Review

Conflicts

8. Amendment

9. Books and Records

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BYLAWS

WHITEHALL MILL CONDOMINIUM ASSOCIATION, INC.

Article I General Section 1. Applicability. These Bylaws provide for the self-government of Whitehall Mill Condominium Association, Inc., in accordance with the Georgia Condominium Act, O.C.G.A. § 44- 3-70, et seq.. (1991 and Supp. 2002 as may be amended from time to time, the Articles of Incorporation filed with the Secretary of State and the Declaration of Condominium for Whitehall Mill Condominium, recorded in the Athens-Clarke County, Georgia land records ("Declaration").

Section 2. Name. The name of the corporation is Whitehall Mill Condominium Association, Inc. ("Association").

Section 3. Definitions. The terms used herein shall have their generally accepted meanings or such meanings as are specified in Paragraph 2 of the Declaration.

Person, the membership shall be shared in the same proportion as the title, but there shall be only one (1) membership and one (1) vote 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.

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(1) vote be cast with respect to any Unit. If only one (l) co-owner attempts to cast the vote for a Unit, it shall be conclusively presumed that such co-owner is authorized on behalf of all co-owners to cast the vote for such Unit. In the event of disagreement between or among co-owners and an attempt by two (2) or more of them to cast such vote or votes, such Persons shall not be recognized and such vote or votes shall not be counted. No Owner shall be eligible to vote, either in person or by proxy, or to act as a proxy for any other member, if that 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 or if the Owner has had its voting rights suspended for the infraction of any provision of the Declaration, these Bylaws, or any rule of the Association. If the voting rights of an Owner have been suspended, that Owner shall not be counted as an eligible vote for purposes of establishing a majority or a quorum.

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 number of eligible votes, Owners, or other group, respectively. 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.

Section 8. Purpose. The Association shall have the responsibility of administering the Condominium, establishing the means and methods of collecting the contributions to the Common Expenses, arranging for the management of the Condominium and performing all of the other acts that may be required to be performed by the Association pursuant to the Act, the Georgia Nonprofit Corporation Code and the Declaration. Except as to those matters which the Act, the Declaration or the Georgia Nonprofit Corporation Code specifically require to be performed by the vote of the Association membership, the administration of the foregoing responsibilities shall be performed by the Board of Directors as more particularly set forth below.

Section 9. Electronic Documents and Signatures.

(a) Documents. Whenever these Bylaws require that a document, record or instrument be "written" or "in writing," the requirement is deemed satisfied by an Electronic Document.

"Electronic Document" means information created, transmitted, received, or stored by electronic means and retrievable in human perceivable form, such as email, web pages, electronic documents, facsimile transmissions, etc. Records, documents and instruments shall not be denied effect or validity solely on the grounds that they are electronic.

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believes that the signatory affixed the signature with the intent to sign the Electronic Document, and that the Electronic Document has not been modified since the signature was affixed.

Neither the Board nor the Association shall be liable to any Member or any other Person for accepting or acting in reliance upon an electronic signature or Electronic Document which the Board reasonably believes to be authentic. Any Member or Person who negligently, recklessly or intentionally submits any falsified Electronic Document or unauthorized electronic signature shall fully indemnify the Association for actual damages, reasonable attorneys' fees and expenses incurred as a result of such acts.

Article II Meetings of Members Section 1. Annual Meetings. The regular annual meeting of the members shall be held during the fourth quarter of 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.

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.

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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 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.

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. 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.

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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 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 co- owners may serve on the Board at the same time. No persons shall be eligible to be elected to or continue to serve on the Board of Directors if they are shown on the books and records of the Association to be more than thirty (30) days delinquent in the payment of any assessment or charge by the Association. Directors shall not be eligible to serve more than three (3) consecutive two (2) year terms without first resigning from the Board for a time period which shall be the lesser of: (a) one (1) year; or (b) the period of time from the end of one (1) annual meeting of the Association to the beginning of the next annual meeting of the Association.

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Person constituting the Declarant, or (3) the surrender in writing by Declarant of the authority to appoint and remove officers and directors of the Association.

days past due in the payment of any assessment or charge shall be automatically removed from the Board of Directors, even if the director subsequently pays the amount owed, and the vacancy shall be filled as provided in Section 5 below. Any director who has had three (3) consecutive unexcused absences from regularly scheduled Board meetings may be removed by the vote of a majority of the other directors. 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 g iven 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 a majority of the total eligible Association vote or by Declarant, shall be filled by a vote of the majority of the remaining directors, even though less than a quorum, at any meeting of the Board of Directors. The successor so selected shall hold office until the next annual meeting. Notwithstanding anything to the contrary herein, any director who is an officer, director or other designated agent of an entity member and whose position becomes 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.

Directors also may be given nominal gifts or tokens of appreciation by the Association for

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recognition of services performed, not to exceed a value of One Hundred and No/100 Dollars ($100.00) per calendar year. For purposes hereof, reasonable food and beverages purchased for Board meeting shall not be considered compensation.

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. Notwithstanding anything herein, the directors, during the period of Declarant control, shall be authorized on behalf of the Association to enter into contracts with the Declarant and its affiliates as set forth in Paragraph 19(h) of the Declaration.

Section 8. Nomination. Nomination for election to the Board shall be made by a Nominating Committee which shall be appointed by the Board of Directors at least thirty

(30) days prior to the annual meeting to serve a term of one (1) year and shall consist of at least one (1) Board member and at least two (2) other members of the Association who are not Board members. The members of the Nominating Committee shall be announced at the annual meeting. The Nominating Committee may nominate any number of qualified individuals, but not less than the number of directors to be elected. The nominations shall be made at least fourteen (14) days prior to the annual meeting. Nominations shall also be allowed from the floor at the meeting. Each candidate shall be given a reasonable opportunity to communicate his or her qualifications to the membership prior to the election.

No member shall be nominated for election to the Board, nor permitted to run for election, if more than thirty (30) days past due in the payment of any assessment. Failure to comply with this Section shall in no way invalidate the election of directors who were not nominated in accordance with the provisions hereof.

Section 9. Elections. All members of the Association eligible to vote shall be entitled to cast their entire vote for each directorship to be filled. There shall be no cumulative voting.

The directorships for which elections are held shall be filled by that number of candidates receiving the most votes. Voting for election of Board members shall be by written ballot (unless dispensed by unanimous consent at such meeting at which such voting is conducted).

B. Meetings.

Section 1 Regular Meetings. Regular meetings of the Board may 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 within ten

(10) days after each annual meeting of the membership.

Section 2. Special Meetings. Special meetings of the Board may be called by the

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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 5. Open Meetings. Board meetings need not be open to all members.

However, if the Board permits members to attend Board meetings, then 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. The Board may order the removal of any meeting guest who, in the Board's opinion, either disrupts the conduct of business at the meeting or fails to leave the meeting upon request after an announcement of reconvening in executive session.

C. Powers and Duties.

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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 Owner to the Common Expenses;

(b) 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 of the Area of Common Responsibility as set forth in Paragraph 17 of the Declaration;

(d) 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 Area of Common 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 in O.C.G.A. § 14-3-302, 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;

(j) obtaining and carrying insurance against casualties and liabilities, as provided in the Act and 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;

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(l) 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 included; 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. Mannagement 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 thirty (30) days written notice. No management contract shall have a term in excess of one (1) year.

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 committee member in the performance of his or her duties, except for his or her own individual willful misfeasance or malfeasance. The Association, in determining whether 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

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

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 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 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

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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 a corporation organized under Georgia law.

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 Contracts, 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.

Article V Rule Making and Enforcement Section 1. Authority and Enforcement. The Condominium shall be used only for those uses and purposes set out in the Declaration. 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 Common 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 eligible 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 (1) or more aggrieved Unit Owners, to take action to enforce the terms of the Declaration, Bylaws or rules and regulations.

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the time period set by the Board, the Unit Owner shall pay the fine upon 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.

(30) days delinquent in any payment due the Association, suspension of the right to vote and the right to use the Common Elements shall be automatic; provided further, however, suspension of common utility services shall require compliance with the provisions of Paragraph lO(c)(v) of the Declaration, where applicable), 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 reconsideration 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 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.

(b) 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

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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.

(a) Method of Giving Notice. Unless otherwise prohibited in these Bylaws, all notices, demands, bills, statements, or other communications shall be in writing and shall be given:

(i) personal delivery to the addressee; or (ii) via United States mail, first class, postage prepaid; or (iii) via electronic .mail; or (iv) via facsimile; or

(v) via a secure website, provided that notice shall be deemed given via website only upon proof that the addressee has retrieved the message

(b) Addressee. Notice sent by one of the methods described in Section 1, Subparagraph

(1) shall be deemed to have been duly given:

(i) If to a Unit Owner, at the address, electronic mail address or facsimile number which the 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;

(ii) If to an Occupant, to the electronic mail address or facsimile number which the Occupant has designated in writing, or if no such address has been designated, at the address of the Unit occupied; or(iii) If to the Association, the Board or the managing agent, at the postal address, facsimile or electronic mail address of the principal office of the Association or the managing agent, 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.

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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.

Section 6. Financial Review. The accounts of the Association shall undergo a financial review as a Common Expense by an independent accountant after the close of each fiscal year. Said accountant shall produce a report of financial review which shall be made available to any Owner or guarantor of any first mortgage upon request. Said report shall be available within one hundred twenty (120) days of the Association’s fiscal year end.

Owners whose voting rights have been suspended pursuant to the Declaration or these Bylaws shall not be counted as eligible votes toward the amendment requirement. Any action to challenge the validity of an amendment adopted under this Section must be brought within one (1) year of the amendment's effective date. No action to challenge any such amendment may be brought after such time.

Section 9. Books and Records.

(a) All members of the Association and any holder of a first mortgage shall be entitled to inspect the following records at a reasonable time and location specified by the Association, upon written request at least five (5) business days before the date on which the member or mortgagee wishes to inspect and copy:

(i) its Articles or restated Articles of Incorporation and all amendments to them currently in effect;

(ii) its Bylaws or restated Bylaws and all amendments to them currently in effect;

(iii) resolutions adopted by either its members or Board of Directors increasing or

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decreasing the number of directors or the classification of directors, or relating to the characteristics, qualifications, rights, limitations, and obligations of members or any class or category of members;

(iv) resolutions adopted by either its members or Board of Directors relating to the characteristics, qualification, rights, limitations, and obligations of members or any class or category of members;

(v) the minutes of all meetings of members and records of all actions approved by the members for the past three (3) years;

(vi) all written communications to members generally within the past three (3) years, including the financial statements furnished for the past three (3) years;and (vii) a list of the names and business or home addresses of its current directors and of (viii) its most recent annual report delivered to the Secretary of State.

(i) excerpts from minutes of any Board meeting, records of any action of a committee of the Board while acting in place of the Board on behalf of the Association, minutes of any meeting of the members, and records of action taken by the members or the Board without a meeting, to the extent not subject to inspection under subsection 9(a);

(ii) accounting records of the Association; and (iii) the membership list only if for a purpose related to the member's interest as a member. Without the consent of the Board, a membership list or any part thereof may not be: used to solicit money or property unless such money or property will be used solely to solicit the votes of the members in an election to be held by the Association; used for any commercial purpose; or sold to or purchased by any person.

The Association may impose a reasonable charge, covering the cost of labor and material, for copies of any documents provided to the Member.

Notwithstanding anything to the contrary, the Board may limit or preclude member inspection of confidential or privileged documents, including attorney/client privileged communications, executive session meeting minutes, and financial records or accounts of other members. Minutes for any Board or Association meetings do not become effective and an official Association record until approved by the Board or Association membership, as applicable, at a subsequent meeting.

National Register of Historic Places Registration

Page 1

NPS Form 10-900 United States Department of the Interior, National Park Service V OMB No. 1024-0018 NATIONAL REGISTER OF HISTORIC iON FORV _ This form is for use in nominating or requesting determinations of eligibility for indMduarpTOperSes or districts. See insttucjip$is n "Guidelines for Completing National Register Forms" (National Register Bulletin 16). Complete each item by marking "x" in the appropriate boxxjfbymterinjy the requested information.

If an item does not apply to the property being documented, enter "N/A" for "not applicable." For functions, styles, mateTjaTsTarraareas of significance, enter only the categories and subcategories listed in the instructions. For additional space use continuation sheets (Form 10-900a). Type all entries.

1. Name of Property historic name Athens Manufacturing Company other names/site number Georgia Manufacturing Company, Thomas Textile Company

2. Location street & number 585 White Circle city, town Athens ( ) vicinity of county Clarke code 059 state Georgia code GA zip code 30605 ( ) not for publication

3. Classification Ownership of Property:

(x) private ( ) public-local ( ) public-state ( ) public-federal Category of Property:

( ) building(s)

(x) district ( ) site ( ) structure ( ) object Contributing Number of Resources within Property:

buildings sites structures objects total Contributing resources previously listed in the National Register:

Name of previous listing: N/A Name of related multiple property listing: N/A Noncontributing N/A Athens Manufacturing Company, Clarke County, Georgia

Page 2

4. State/Federal Agency Certification As the designated authority under the National Historic Preservation Act of 1966, as amended, I hereby certify that this nomination meets the documentation standards for registering properties in the National Register of Historic Places and meets the procedural and professional requirements set forth in 36 CFR Part 60. In my opinion, the property meets the National Register criteria. () See continuation sheet.

Signature of certifying official

W. Ray Luce Historic Preservation Division Director Deputy State Historic Preservation Officer Date In my opinion, the property () meets () does not meet the National Register criteria. () See continuation sheet.

Signature of commenting or other official State or Federal agency or bureau Date

5. National Park Service Certification I, hereby, certify that this property is:

(w) entered in the National Register ( ) determined eligible for the National Register ( ) determined not eligible for the National Register ( ) removed from the National Register ( ) other, explain:

( ) see continuation sheet per of the National Register Date Athens Manufacturing Company, Clarke County, Georgia

Page 3

6. Function or Use Historic Functions:

Industrial/Processing/Extraction: mill Current Functions:

Domestic: multiple dwelling

7. Description Architectural Classification:

No style.

Materials:

foundation Concrete walls Brick roof Asphalt other Stone Description of present and historic physical appearance:

The Athens Factory is a textile mill complex set on the steep north bank of the North Oconee River in the small community of Whitehall. The Whitehall is located five miles south of Athens in Clarke County, Georgia. The terraced site features buildings constructed between 1854 and 1951 and the mill race that built in 1830. The complex is laid out in two tiers with the main mill and power plant and the adjacent cotton warehouse no. 1 between the river and the stone-lined mill race, which bisects the property. The mill race is the earliest resource, dating to the opening of the mill in 1830.

The second tier of buildings, which is located higher on the site above the main mill, includes the cotton warehouse no. 2, a smaller mill building and power plant, a storage building, and the payroll office.

The Athens Manufacturing Company received final certification from the Technical Services Branch of the National Park Service on August 14, 2001. The mill complex was converted to loft apartments with 58 units occupying both mills and cotton warehouses and the payroll office. As part of the rehabilitation, many of the open interior spaces in the mills and warehouses were subdivided into apartments. Few changes were made to the exteriors of the buildings and the floor plans were laid out to preserve character-defining features. Historic materials and structural elements were retained in all of the rehabilitated buildings.

The two-story main mill was built in c. 1893-1903 on the site of two earlier mill buildings (photos 1, 3- 8,10-12, and 18. It is nearly 300-feet long and is located between the mill race and the riverbank (photo 9). The mill is rectangular-shaped with a slightly pitched gable roof. The brick building is set on a stone rubble foundation and is lined with wood-and-steel sash windows. Some first-floor windows feature segmental arches. The mill was built with slow-burn construction that includes Athens Manufacturing Company, Clarke County, Georgia 3

Page 4

NPS Form 10-900-a United States Department of the Interior, National Park Service National Register of Historic Places Continuation Sheet Section 7~Description OMB Approved No. 1024-0018 masonry walls, large windows, open floor plans, stronger roof framing, and "slow-burning" timber posts. As part of the rehabilitation, open interior spaces were divided into loft apartments (photos 16-17). Character-defining features, such as wood framing, wood and concrete floors, and window openings were retained. A covered passage joins the main mill with cotton warehouse no. 1.

The one-story brick power plant no.1 was built along with the main mill in 1893 (photos 12-13).

Located on the west end of the mill's river front, the power plant supplied electricity to light the mill but the turbines continued to power the machinery. The power plant features two large bays and a brick-and-iron smokestack. Nearly all of the original equipment remains in situ, including two early 20th-century coal-fired boilers (photos 14-15). Power plant no. 1 was preserved as a historical exhibit as part of the rehabilitation.

Adjacent to the main mill is the cotton warehouse no. 1. which was built between 1854 and 1885, with c.1888 brick additions (photos 18-20). The large brick-and-stone warehouse is covered by a slightly pitched gable roof. The walls are lined with large factory windows. The one-story building has high ceilings with exposed wood and steel trusses (photo 21). As part of the rehabilitation, some windows and doors were added and a loft was created to make two stories from the one-story interior.

The stone-lined mill race, built in 1830 as part of the original mill complex, runs the length of the main mill and terminates at the poured-concrete flume (photos 1-2). The flume is located in the northwest corner of the main mill and contained the turbines (photos 4-7). The flume survives though it has been filled with soil. The length of mill race from the mill complex west to the river does not survive.

The small concrete-block office building, constructed before 1951, was built along the stairs between the upper and lower tiers of buildings. The gable-front office contained two interior rooms. The office has not been rehabilitated.

The payroll office was built between c.1918 and 1926 and is a small brick building with a central chimney and flared hip roof (photo 23 and 25, background). The T-shaped building is banked into the steeply sloping site so that there is an entrance to the main level on White Circle and a rear entrance to the lower level. The interior includes the walk-in safe used for payroll (photo 24). The payroll office was rehabilitated into a loft apartment.

The early ^-century brick pump house is located along White Circle. It is missing its roof and the floor is severely damaged but the common-bond brick walls and arched doorway are in excellent condition. The pump house is maintained as a ruin.

The one-story brick cotton warehouse no. 2 was built between 1919 and 1926 (photos 27-29).

Because it was built into the steep slope it has a rear lower level. The brick building is covered with a flat roof that included exposed rafter ends. Large steel-sash factory windows were added when the warehouse was later used for embroidery and cutting work. The open interior was divided into loft Athens Manufacturing Company, Clarke County, Georgia 4

Page 5

NFS Form 10-900-a United States Department of the Interior, National Park Service National Register of Historic Places Continuation Sheet Section 7-Description OMB Approved No. 1024-0018 apartments as part of the rehabilitation (photo 30).

The oneand two-story mill no. 2 was built in c.1930 (photos 32-33 and 35). Like the adjacent cotton warehouse no. 2, it is a large brick building with large steel-framed factory windows. Pilasters define each bay and the flat roof features exposed rafters. The interior was divided into loft apartments as part of the rehabilitation (photo 34).

The nearby power plant no. 2 was built in c.1930 to provide power to mill no. 2 (photo 36). It is a small brick building banked into the hillside. Its brick smokestack rises above the power plant and the adjacent storage building.

The one-story storage building, built between 1938 and 1944, is located at the east end of the complex (photos 35-36). Clad in corrugated sheet metal, the storage building is framed with wood.

A large center bay in the front gable end allowed automobiles to be stored in the building. The storage building has not been rehabilitated.

The site also includes a water tower on the hill between the main mill and cotton warehouse no. 2.

The water tower, which is completely obscured by trees, was built in the 1940s.

Athens Manufacturing Company, Clarke County, Georgia

Page 6

8. Statement of Significance Certifying official has considered the significance of this property in relation to other properties:

( ) nationally ( ) statewide (x) locally Applicable National Register Criteria:

MA ()B (x)C ()D Criteria Considerations (Exceptions): (x) N/A ( )A ( )B ( )C ( )D ( )E ( )F ( )G Areas of Significance (enter categories from instructions):

Architecture Industry Period of Significance:

1830-1952 Significant Dates:

1830 -Athens Manufacturing Company begins operations.

1839 - Mill incorporated as the Georgia Manufacturing Company 1848 - John White becomes the first of three generations of Whites to own the mill.

1854 - First mill replaced with a turbine mill.

1892 - Second mill destroyed by fire.

c.1893 - Third mill constructed on the same site.

1929 - Mill declared bankruptcy.

1930 - Thomas Textile Company purchased mill, which they operated until 1988.

Significant Person(s):

N/A

Cultural Affiliation:

N/A

Architect(s)/Builder(s):

Not known Athens Manufacturing Company, Clarke County, Georgia

Page 7

The Athens Manufacturing Company is a textile mill complex set on the steep north bank of the North Oconee River in the small community of Whitehall, which is located five miles south of Athens. The steeply sloped bank is terraced with the mill buildings located in two tiers. The earliest buildings were constructed down along the river with later buildings constructed higher on the site. As a historic district, the Athens Manufacturing Company is significant because the complex includes large mill buildings and warehouses, storage buildings, power plants and smaller offices in an intact historic setting that includes paved sidewalks and retaining walls and the critical visual connection between and mill and the North Oconee River.

The Athens Manufacturing Company is significant in the area of industry because it represents the rise of the textile industry in the Georgia during the New South-era of industrial development and because textile production was a leading industry in the Athens Area. Textiles remained a major component of the state's economy for over a century. The Athens Manufacturing Company is an excellent example of a Georgia Piedmont cotton mill that continually evolved as it adapted new technology to the process of making textiles from raw cotton. The complex includes two mills and the two power plants and cotton warehouses that supported them. The mill also includes offices and a water tower, which were also necessary for the mill to operate. The district also includes structural remnants of one of the earliest textile mills in Athens and the state, the mill race that dates from 1830 when the mill began operations.

The water was used to power the mill first with a wheel and later with turbines. The mill complex, which developed from 1830 to the middle of the 20th century, provides an understanding of all aspects of mill operations in Georgia, including how it generated power, stored cotton, processed cotton, and produced textiles.

The Athens Manufacturing Company was among numerous mills established in the Athens area in the 1830s and 1840s. In 1833, the same investors who established the Athens Manufacturing Company in the Whitehall community also built a mill called the Athens Factory (listed 7/31/80) on the North Oconee River in the city of Athens. The nearby Princeton Factory was established after 1833. During the post-bellum period from 1866 to 1895, there were nearly 40 water-powered mills operating on tributaries of the Oconee River in Clarke County. In the first decades of the 20th century, the number of Clarke County mills had increased with the availability of hydroelectric power.

Mills, like the Athens Manufacturing Company, continued to rely on water-powered turbines and used hydroelectric power for lighting and to increase the power of the turbines. By 1940, most of the areas mills, especially the smaller operations, had closed. After the Mitchell Bridge and Tallassee Shoals Hydroelectric plants closed in 1963, no hydroelectric powered mills operated in Clarke County.

The Athens Manufacturing Company is significant in the area of architecture because the design and construction of the mill buildings are representative of mill architecture built throughout Georgia and the South at the end of the 19 and beginning of the 20th centuries. These mills were built with slow- burn construction that includes masonry walls, large windows, open floor plans, stronger roof framing, and "slow-burning" timber posts, beams, and thick plank floors. Rectangular floor plans and Athens Manufacturing Company, Clarke County, Georgia 7

Page 8

NFS Form 10-900-a United States Department of the Interior, National Park Service National Register of Historic Places Continuation Sheet Section 8-Statement of Significance OMB Approved No. 1024-0018 floor-to-ceiling windows maximized the amount of light and air that reached the interior. The interiors were usually large open spaces to allow for greater flexibility in the placement of textile machinery.

In addition, mills during this period had sophisticated fire prevention systems in which thousands of gallons of water were pumped into reservoirs or towers for use in emergencies.

Smaller buildings in the complex, such as the storage building and the offices, are characteristic of industrial buildings constructed in first half of the 20th century. Built with concrete block and corrugated sheet metal, these buildings represent aspects of mill operations that are not conveyed by the larger mill buildings. The smaller buildings, for example, provide an understanding of how the company managed the mill, how raw materials were moved and stored on the site, and how power was supplied to the mills. In addition, the layout of the complex in two tiers explains the development of the mill complex over time. The geographical relationship among the buildings, especially in proximity to the mill buildings, explains their role in the process of textile production with offices, usually located at the perimeter of the complex and buildings, such as power plants or cotton warehouses, located adjacent to the mills. The location of the mill along a waterway establishes that the mill was developed before hydroelectric power was widely available.

National Register Criteria A— The mill is significant in the area of industry because it represents the rise of the textile industry in Georgia during the New South-era of industrial development and because textile production was a leading industry in the Athens area.

C— The mill is significant in the area of architecture because the design and construction of the mill buildings are representative of mill architecture built throughout Georgia and the South at the end of the 19th and beginning of the 20th centuries.

Criteria Considerations (if applicable)

N/A

Period of significance (justification)

The period of significance begins with opening of the Athens Manufacturing Company in 1830 and ends in 1952 at the fifty-year end date because the mill continued to produce textile products during the last quarter of the 20th century.

Contributing/Noncontributing Resources (explanation, if necessary)

Contributing resources to the historic district represent the themes of architecture and industry and retain a high level of historic integrity. The following buildings contribute to the significance of the historic district:

Athens Manufacturing Company, Clarke County, Georgia 8

Page 9

Power plant no. 1 (c.1893)

Pump house (late 19th century)

Cotton warehouse no. 1 (1854-1885, with brick additions in c.1888)

Cotton warehouse no. 2 (1919-1926)

Payroll office (c. 1918-1926)

Mill no. 2 (c. 1930)

Power Plant no. 2 (c.1930)

Storage building (1938-1944)

Office (c. 1950)

The following structures contribute to the significance of the historic district:

Mill race (1830)

Water tower (c. 1940)

Landscape features, such as paved walks and retaining walls, are counted a one structure

(c. 1893-1952).

One object contributes to the significance of the historic district:

steam boilers located in power plant no. 1.

The only noncontributing resource in the historic district is the parking lot located on the east side of the main mill. The parking lot, which was paved in the late 1990s as part of the certified rehabilitation, is counted as one noncontributing structure.

Developmental history/historic context (if appropriate)

In 1829, a group of Athens investors, William Bearing, John Nesbit, Abraham Walker, and Augustin Clayton, all from Athens, and Massachusetts native John Johnson, established the Athens Manufacturing Company. They built a four-and-one-half story mill in Whitehall that began operations in 1830. The water-powered textile mill contained 30 looms and 1,000 spindles for spinning cotton yarn. In 1833, the same investors who established the Athens Manufacturing Company mill in the Whitehall community also built a mill called the Athens Factory on the North Oconee River in the city of Athens. In 1839, the Whitehall mill was incorporated as the Georgia Manufacturing Company with the purpose of producing cotton and woolen products.

In the 1830s and 1840s, the company built a mill village along Whitehall Road adjacent to the mill.

The village included houses for mill workers, a company-owned store, a post office, and nearby schools and churches. In 1891, the mill village was incorporated as the town of Whitehall. A mayor and four councilmen governed the town through the 1930s. In 1953, the mill village was subdivided into individual parcels and sold to the resident employees. In 1967, after a long period of inactivity, the town charter was repealed.

Athens Manufacturing Company, Clarke County, Georgia 9

Page 10

NPS Form 10-900-a United States Department of the Interior, National Park Service National Register of Historic Places Continuation Sheet Section 8-Statement of Significance OMB Approved No. 1024-0018 In 1833, Irish immigrant John White was hired to oversee mill operations. Between 1839 and 1848, White had purchased all of the factory's stock and became the sole owner of the mill. In 1854, he replaced the original mill building with a three-story turbine-powered brick mill that housed 1,704 spindles and 20 looms operated by 70 workers. By 1879, White owned 2,438 acres in the Whitehall vicinity. White owned and operated the mill until his death in 1881. His estate, which was valued at between $500,000 and one millions dollars, was passed to his son John R. White.

In 1892, the main mill was destroyed by fire. A new mill building was underway the following year.

The new mill, the third mill building on the site, is a two-story brick building that measures 287 feet by 62 feet. Two steam boilers provided electricity to operate electric lights but the mill equipment continued to be powered by two turbines. As the company prospered in the early 20th century, it expanded it operations further up the bank at White Circle. Between c.1918 and 1926, the company built a brick payroll office and a second brick cotton warehouse. Large steel-sash factory windows were added when the warehouse was later used for embroidery and cutting work.

In 1918, John R. White died, leaving his holdings two his two sons Hugh and Robert. The Whites declared bankruptcy in 1929 and a year later the Oconee Textile Company purchased the property.

Later in that year, Thomas Textiles, which was owned by New Jersey brothers Thomas and Herb Swarz, purchased a small portion of the mill property and built a brick mill (mill no. 2). Between 1945 and 1946, Thomas Textiles purchased the entire mill property, which they used to manufacture cloth diapers and children's clothing. Thomas Textiles operated at the site until December 1988.

The mill remained vacant for most of a decade before Miller-Gallman Developers undertook the rehabilitation of the mill complex. The project, which received final certification from the Technical Services Branch of the National Park Service on August 14, 2001, converted the mill to loft apartments with units occupying both mills and cotton warehouses and the payroll office. The complex is especially popular among graduate students and professors because of its riparian setting and its close proximity to the University of Georgia campus.

Athens Manufacturing Company, Clarke County, Georgia 10

Page 11

9. Major Bibliographic References Aerial photographs. Map and Geography Reading Room, University of Georgia, Athens, Georgia.

1938-1980.

De Vorsey, Louis A. Jr., "Georgia Factory and Whitehall: A Vade Mecum." Paper presented at the joint meeting of the Georgia Historical Society and the Athens Historical Society. Athens, Ga., 1977.

Hull, Augustus Longstreet. Annals of Athens. Danielsville, Ga.: Heritage Papers, 1978.

Lupold, John. "Spindles & Shuttles, Stones & Sifters, Saws& Stills: Industrial Development in the Empire State of the South, to 1940: An Industrial Context Statement for Georgia." Columbus College, Columbus, Ga., 1994.

Malone, Connie and Lisa Vogel. National Register Historic District Information Form. The Athens Factory. On file at the Georgia Department of Natural Resources, Historic Preservation Division, Atlanta, Georgia, 1991.

Manufacturers of Georgia. Prepared for the Agricultural and Industrial Development Board of Georgia by the Georgia School of Technology, University of Georgia, Athens, Ga., 1945.

"Obituary of John White." Athens Banner. May 3, 1881.

Reap, James K. Athens: A Pictorial History. Norfolk, Va.: Donning Company, 1985.

Rowe, H. J. History of Athens of Clarke County. Athens, Ga.: McGregor Company, 1923.

Sanborn Fire Insurance Maps. New York: Sanborn Map Company, 1885-1926.

Stratton, Charles Morton. Map of Clarke County, Georgia. 1893.

Vogel, Lisa Diane. "Southern Textile Mills and the National Register of Historic Places: A Framework for Evaluation." MHP Thesis. University of Georgia, Athens, Ga., 1993.

Previous documentation on file (NFS): (x) N/A ( ) ( ) preliminary determination of individual listing (36 CFR 67) has been requested preliminary determination of individual listing (36 CFR 67) has been issued date issued:

( ) previously listed in the National Register ( ) previously determined eligible by the National Register ( ) designated a National Historic Landmark ( ) recorded by Historic American Buildings Survey # ( ) recorded by Historic American Engineering Record # Athens Manufacturing Company, Clarke County, Georgia 11

Page 12

NPS Form 10-900-a United States Department of the Interior, National Park Service National Register of Historic Places Continuation Sheet Section 9—Major Bibliographic References OMB Approved No. 1024-0018 Primary location of additional data:

(x) State historic preservation office ( ) Other State Agency ( ) Federal agency ( ) Local government ( ) University ( ) Other, Specify Repository:

Georgia Historic Resources Survey Number (if assigned): N/A Athens Manufacturing Company, Ciarke County, Georgia 12

Page 13

10. Geographical Data Acreage of Property 9.4 acres UTM References

A) Zone 17 282000 Easting Northing 3754000 Verbal Boundary Description The historic district boundary is indicated by a heavy black line on the attached map, which is drawn to scale.

Boundary Justification The boundary includes all of the resources historically associated with the Athens Manufacturing Company mill complex. The small mill village north of the mill is not included in the historic district because of owner objection to listing in the National Register.

Athens Manufacturing Company, Clarke County, Georgia 13

Page 14

11. Form Prepared By State Historic Preservation Office name/title Steven H. Moffson, Architectural Historian organization Historic Preservation Division, Georgia Department of Natural Resources mailing address 156 Trinity Avenue, S.W., Suite 101 city or town Atlanta state Georgia zip code 30303 telephone (404)656-2840 date November 15, 2002 e-mail steven_moffson@dnr.state.ga.us Consulting Services/Technical Assistance (if applicable) (x) not applicable name/title organization mailing address city or town state zip code telephone e-mail ( ) property owner ( ) consultant ( ) regional development center preservation planner ( ) other:

Property Owner or Contact Information name (property owner or contact person) Jerrold L. Miller organization (if applicable) Miller-Gallman Developers mailing address 236 Forsyth Street, S.W.

city or town Atlanta state GA zip code 30303 e-mail (optional) N/A Athens Manufacturing Company, Clarke County, Georgia 14

Page 15

NFS Form 10-900-a United States Department of the Interior, National Park Service National Register of Historic Places Continuation Sheet Photographs OMB Approved No. 1024-0018 Name of Property: Athens Manufacturing Company City or Vicinity: Whitehall community County: Clarke State: Georgia Photographer: James R. Lockhart Negative Filed: Georgia Department of Natural Resources Date Photographed: August 2002 Description of Photograph(s):

Number of photographs: 37

1. Main mill and mill race (foreground), photographer facing southwest.

2. Mill race, photographer facing southwest.

3. Main mill with cotton warehouse no. 1 (background), photographer facing southwest.

4. Flume, photographer facing south.

5. Flume, construction detail, photographer facing south.

6. Main mill and flume (right), photographer facing west.

7. Main mill and flume (right), photographer facing west.

8. Main mill with North Oconee River (left), photographer facing southwest.

9. North Oconee River from main mill, photographer facing south.

10. Main mill, photographer facing east.

11. Main mill (right) with cotton warehouse no. 2 (background), photographer facing west.

12. Main mill with power plant (center left), photographer facing west.

13. Power plant, photographer facing northeast.

14. Power plant, detail of entrance and equipment, photographer facing northeast.

15. Power plant, detail of steam boilers, photographer facing southeast.

16. Main mill, interior, photographer facing south.

Athens Manufacturing Company, Clarke County, Georgia 15

Page 16

NFS Form 10-900-a United States Department of the Interior, National Park Service National Register of Historic Places Continuation Sheet Photographs OMB Approved No. 1024-0018

17. Main mill, interior, photographer facing north.

18. View toward river with main mill (left) and cotton warehouse no. 1 (right) photographer facing south.

19. Cotton warehouse no. 1 with main mill (right), photographer facing west.

20. Cotton warehouse no. 1, photographer facing northwest.

21. Cotton warehouse no. 1, photographer facing southwest.

22. Stairs from White Circle to main mill, photographer facing north.

23. Payroll Office, photographer facing west.

24. Payroll office with walk-in safe (center right), photographer facing southwest.

25. Pump house with payroll office (right), photographer facing southwest.

26. Pump house, photographer facing east.

27. Retaining wall and cotton warehouse no. 2, photographer facing northeast.

28. Cotton warehouse no. 2, photographer facing northwest.

29. Cotton warehouse no. 2, photographer facing southwest.

30. Cotton warehouse no. 2, interior, photographer facing northwest.

31. Mill no. 2 (obscured at left) and cotton warehouse no. 2 (right), photographer facing south.

32. Mill no. 2 (left) and cotton warehouse no. 2 (right), photographer facing south.

33. Mill no. 2, photographer facing southwest.

34. Mill no. 2, interior, photographer facing southwest.

35. Storage building (left) and mill no. 2 (right), photographer facing south.

36. Power plant no. 2 (center) and storage building (right) photographer facing northwest.

37. View of man mill from mill no. 2, photographer facing southwest. Athens Manufacturing Company, Clarke County, Georgia <HPD WORD form version 11-03-01)

Page 17

N White Circle

Power Plant No. 2 25

Pump House Mill No. 2

Storage Building

Cotton Warehouse

• No. 2

Payroll Office • Water Tower PARKING

Office Mill Race

PARKING.

Cotton Warehouse No. 1 Main Mill

Athens Manufacturing Company Athens, Clarke County, Georgia Power Plant No. 1 Site Plan

North Oconee River Photo number/direction of view

No Scale

Page 18

Athens Manufacturing Company

Athens, Clarke County, Georgia

National Register Boundary

Approximate Scale 1" = 115"

TOTAL DRY LEND

19 |5000

HISTORIC PRESERVATION DIVISION OFFICE OF

Second Amended and Restated Declaration (2014)

Page 1

Return to: Jennifer Grayson Lytle

Attorney at Law

720 Epps Bridge Parkwa Deed Dac COVE

Suite 108-35: Recorded 07/21/2014 02:29PM Athens, GA 30606

Beverly Logan

Clak Superiar Cout, Athen -Clako Comty, Ga. Bt 04246 # 0110-0181

Penalty:

SECOND AMENDED AND RESTATED

DECLARATION OF CONDOMINIUM FOR

WHITEHALL MILL CONDOMINIUM

JENNIFER GRAYSON LYTLE

Attorney at Law

1720 Epps Bridge Parkway

Suite 108-353

Athens, GA 30606

Page 2

Iriss Ref. Deed Book 2413

Page 325, et sed Deed Book 2480 STATE OF GEORGIA Page 158 COUNTY OF ATHENS-CLARKE

SECOND AMENDED AND RESTATED

DECLARATION OF CONDOMINIUM Ek 04246 Pg 0111

FOR

WHITEHALL MILL CONDOMINIUM

ThiS SECOND AMENDED AND RESTATED DECLARATION OF CONDOMINIUM FOR WHITEHALL MILL CONDOMINIUM is made on the date set forth below by Whitehall Mill Condominium Association, a Georgia non-profit corporation (hereinafter referred to as "Declarant");

WITNESSETH

WHEREAS, on May 16, 2003, that certain Declaration of Condominium for Whitehall Mill dated May 5, 2003, was recorded in Deed Book 2413, Page 325, et seg, Athens-Clarke County, Georgia records (hereinafter the 'Declaration'); and

WHEREAS, on August 6, 2003, that certain First Amendment to the Declaration of Condominium for Whitehall Mill Condominium dated June 16, 2003, was recorded in Deed Book 2480, Page 158, et seg, Athens-Clarke County, Georgia records (hereinafter 'First Amendment); and

WHEREAS, floor plans relating to the Condominium prepared by Pimster-Hoss

Architects, Inc., were filed in Condominium Floor Plan Cabinet No. 2 1 7, of the Athens-Clarke County, Georgia Records; and

WHEREAS, a plat of survey showing both Phase 1 and Phase 2 of Exhibit "A" of the

property prepared by Pinion & McGaughey Land Surveyors, Inc. was filed in Condominium Plat Book 2, Page 62, Athens-Clarke County, Georgia records; and

WHEREAS, a plat of survey showing the revised Phase 2 submitted by the First

Amendment, as well as the originally submitted property, prepared by Pinion & McGaughey Land Surveyors, Inc., was filed in Condominium Plat Book 2, Page 81 Athens-Clarke County, Georgia records; and

WHEREAS, floor plans of the units submitted to the condominium by the First Amendment were prepared by Pimsler-Hoss Architects, Inc. and were filed in Condominium Floor Plan Book 223_, Pages , Athens-Clarke, Georgia records; and

Page 3

Bk 04246 Pg 0112 WHEREAS, Declarant desire to subject the real the real property described in Exhibit "A"

hereto, including the improvements thereof, to the provisions of this Second Amended Declaration and to the Georgia Condominium Act; and WHEREAS, Declarant desires to subject to the prov1s1ons of the Second Amended Declaration a portion of the real property described on Exhibit 'B' hereto; and WHEREAS, effective April 1, 2014, the Members voted to make certain amendments to the Declaration and First Amendment thereto in accordance with the Rules and Regulations therein; and WHEREAS, the Members desire to reflect these amendments restate the entire Declaration and First Amendment with this Second Amended and Restated Declaration of Condominium for Whitehall Mill Condominium (hereinafter 'Second Amended Declaration'); and NOW, THEREFORE, Declarant hereby declares that the real property described in Exhibit "A"

of this Declaration, including the improvements located thereon, is hereby submitted and made subject to the form of ownership set forth in the Georgia Condominium Act, and is hereby subjected to the provisions of this Declaration. By virtue of the recording of this Declaration, said property shall be held, sold, transferred, conveyed, used, occupied, and mortgaged or otherwise encumbered subject to provisions of the Georgia Condominium Act and the covenants, conditions, restrictions, easements, assessments, and liens set forth in this Declaration, which are for the purpose of protecting the value and desirability of, and which shall run with the title to, the real property subject to this Declaration, and shall be binding on all persons having any right, title or interest in all or any portion of the real property subject to this Declaration, their respective heirs, legal representatives, successors, successors-in-title and assigns, and shall be for the benefit of all owners of the property subject to this Declaration. This Second Amendment and Restated Declaration of Condominium for Whitehall Mill Condominium shall replace in their entirety the Declaration of condominium for Whitehall Mill Condominium and the First Amendment to the Declaration of Condominium for Whitehall Mill Condominium.

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Bk 04246 Pg 0113 DECLARATION OF CONDOMINIUM FOR WHITEHALL MILL CONDOMINIUM

1. NAME.

The name of the condominium is Whitehall Mill Condominium {hereinafter sometimes called 'Whitehall Mill" or the "Condominium," as further defined herein), which condominium is hereby submitted by Declarant to the Georgia Condominium Act, O.C.G.A. § 44-3-70, et~ (1991 and Supp.

2001).

2. DEFINITIONS.

a. A!;ishall mean the Georgia Condominium Act, O.C.G.A. §44-3-70, et~- (1991 and Supp.

2001 ), as such Act may be amended from time to time.

b. Additional Property shall mean that property described in Exhibit "A" Frase2attached hereto and incorporated herein, which Declarant may, but shall have no obligations to, submit to the Condominium as provided in this Declaration.

c. Architectural Control Committea or ACC shall mean the committee established to exercise the architectural review powers set forth in Paragraph 13 hereof.

d. Area of Common Responsibjiity shall mean and refer to the Common Elements, together with those areas, if any, which by the terms of this Declaration or by contract or agreement with any other person or entity, become the responsibility of the Association.

e. Articles or Articles of Incorporation shall mean the Articles of Incorporation of Whitehall Mill Condominium Association, Inc., which have been filed with the Secretary of State of the State of Georgia.

f. Association shall mean Whitehall Mill Condominium Association, Inc., a Georgia nonprofit corporation, its successors or assigns.

g. ~ or Board of Directors shall mean the body responsible for management and operation of the Association.

h. ByJaws shall mean the Bylaws of Whitehall Mill Condominium Association, Inc., attached to this Declaration as Exhibit "C" and incorporated herein by this reference.

Page 5

EL 04246 F 0114

1. NAME.

2. DEFINITIONS

3. LOCATION, PROPERTY DESCRIPTION, PLATS AND PLANS .3

4. UNITS AND BOUNDARIES.

5. COMMON ELEMENTS..

6. LIMITED COMMON ELEMENTS..

7. ASSOCIATION MEMBERSHIP AND ALLOCATION OF VOTES

8. ALLOCATION OF LIABILITY FOR COMMON EXPENSES.

9. ASSOCIATION RIGHTS AND RESTRICTIONS

10. ASSESSMENTS. .10

11. INSURANCE . 12

12. REPAIR AND RECONSTRUCTION. .15

13. ARCHITECTURAL CONTROLS .. 16

14. USE RESTRICTIONS .20

15. LEASING. .27

16. SALE OF UNITS.. .30

17. MAINTENANCE RESPONSIBILITY. ..30

18. MORTGAGEE'S RIGHTS .33

19. GENERAL PROVISIONS. .35

20. EMINENT DOMAIN. ..38

21. EASEMENTS. ..38

22. AMENDMENTS. .40

23. SEVERABILITY .42

24. DECLARANT RIGHTS.. .42

25. EXPANSION OF THE CONDOMINIUM .42

26. PREPARER .43

EXHIBITS

DESCRIPTION OF SUBMITTED PROPERTY..

UNDIVIDED PERCENTAGE INTEREST IN THE COMMON ELEMENTS AND

LIABILITIES FOR COMMON EXPENSES..... ... "B"

BYLAWS.... ........"CH

Page 6

Bk 04246 Pg 0115

i. Common Elements shall mean those portions of the property subject to this Declaration, which are not included within the boundaries of a Unit, as more particularly described in this Declaration.

j. Common Expenses shall mean the expenses incurred or anticipated to be incurred · by the Association for the general benefit of the Condominium including, but not limited to, those expenses incurred for maintaining, repairing, replacing, and operating the Common Elements.

k. Community-Wide Standard shall mean the standard of conduct, maintenance, or other activity generally prevailing within the Condominium. Such standard may be more specifically determined by the Board of Directors and the Architectural Control Committee.

I. Condominium shall mean all that property described in Exhibit "A" attached hereto and incorporated herein by this reference, submitted to the provisions of the Act by this Declaration.

m. Condominium Instruments shall mean this Declaration and all exhibits to this Declaration, including the Bylaws of the Association, and the Survey and Floor Plans, all as may be supplemented or amended from time to time.

n. Declarant shall mean Whitehall Mill, LLC, a Georgia limited liability company, its respective successors and assigns and any other Person or entity as further set forth in Section 44-3-71(13) of the Act. The expiration of Declarant's right to appoint the directors and officers of the Association as provided in Article Ill, Section 2 of the Bylaws shall not alter the status of Whitehall Mill, LLC as the Declarant herein.

o. Declarant's Easement Area shall mean that certain area, as shown on the Floor Plans, that Declarant has the right to use exclusively for any purpose it deems appropriate as setforth in Paragraph 21 (f).

p. Eligible Mortgage Holder shall mean those holders of first Mortgages secured by Units in the Condominium who have requested notice of certain items as set forth in this Declaration.

q. facade Easement shall mean the Deed of Gift and Agreement for an Architectural, Facade and Preservation Easement between Whitehall Mill, LLC and Athens-Clarke Heritage Foundation, Inc., dated December 27, 2002, recorded January 30, 2003, in Deed Book 2344, Page 398, et ~. Athens-Clarke County, Georgia records, as amended or as may be amended.

r. Ffoor Plans shall mean the floor plans for Whitehall Mill Condominium, filed in the condominium file cabinet of the Athens-Clarke County, Georgia records.

s. Historic Preservation Ordjnance shall mean Chapter 8-5 of the Code of Ordinances, County of Athens-Clarke, Georgia, under which the Condominium has been given an historic landmark designation.

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hk 04246 Pg 0116 t Limited Common Elements shall mean a portion of the Common Elements reserved for the exclusive use of those entitled to occupy one (1) or more, but less than all, Units, as more particularly set forth in this Declaration.

u. Maiority shall mean those eligible votes, Owners, or other group as the context may indicate totaling more than fifty percent (50%) of the total eligible number.

v. Mortgage shall refer to any mortgage, deed to secure debt, deed of trust, or other transfer or conveyance for the purpose of securing the performance of an obligation including, but not limited to, a transfer or conveyance of fee title for such purpose.

w. Mortgage or Mortgage Holder shall mean the holder of any Mortgage.

x. Occupant shall mean any Person staying overnight in a Unit for a total of more than thirty

(30) days, either consecutive or nonconsecutive, in any calendar year, regardless of whether such Person is a tenant or the owner of such Unit.

y. Owner shall mean the record titleholder of a Unit within the Condominium, but shall not include a Person who is only a Mortgage holder.

z. Person shall mean any individual, corporation, firm, association, partnership, trust, or other legal entity.

aa. Suryey shall mean the plat of survey for Whitehall Mill Condominium, filed in the condominium plat book of the Athens-Clarke County, Georgia records.

bb. !Jni! shall mean that portion of the Condominium intended for individual ownership and use as more particularly described in this Declaration and shall include the undivided ownership in the Common Elements assigned to the Unit by this Declaration.

3. LOCATION, .PROPERTY DESCRIPTION, PLATS AND PLANS

The Condominium subject to this Declaration and the Act is located in General Militia District 217 of Athens-Clarke County, Georgia, being more particularly described in Exhibit "A" attached to this Declaration, which exhibit is specifically incorporated herein by this reference. The Survey and Floor Plans relating to the Condominium were filed in the Athens-Clarke County, Georgia records at the time the Condominium property was submitted to this Declaration. The Survey and Floor Plans are incorporated herein by reference as fully as if the same were set forth in their entirety herein.

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Bk 04246 Pg 0117

4. UNITS AND BOUNDARIES.

The Condominium will be divided into fifty-six (56) separate Units, Common Elements, and Limited Common Elements. Each Unit consists of a dwelling and its appurtenant percentage of undivided interest in the Common Elements. Each Unit shall be conveyed as a separately designated and legally described freehold estate subject to the Act and the Condominium Instruments. The Units are depicted on the Survey and the Floor Plans. Each Unit includes that part of the structure, which lies within the following boundaries:

a. vertical Boundaries. The perimetrical or vertical boundaries of each Unit shall be the centerline of the wall separating the Unit from the exterior wall or walls of the building and the centerline of the wall separating the Unit from the hallway of the floor on which the Unit is located in the building. With respect to common walls between Units, the perimetrical or vertical boundary of the Units served thereby shall be the centerline of such wall. The vertical boundaries include the wallboard or other material comprising the wall of the Unit.

b. Horizontal Boundaries:

i. Except to those Units specified below, the upper horizontal boundary of each Unit shall be the horizontal plane formed by the uppermost, unexposed surface of the wallboard or other material comprising the ceiling enclosing the uppermost story of the Unit, with such material constituting part of the Unit. The lower horizontal boundary of such Units shall be the horizontal plane formed by the lowermost surface of the subflooring on which the lowermost story of the Unit is constructed, with the flooring and subflooring constituting part of the Unit.

ii. The horizontal boundaries of Units 3 lhrough 30 in Building One shall be as follows.

These Units do not have the lower level of a Uni! located below the upper level of the same Unit. Instead, the lower level of a Unit is below the upper level of another Unit and viceversa. For example, the lower level of Unit 3 is located below the upper level of Unit 4 and the upper level of Unit 3 is located above the lower level of Unit 4.

Therefore, the lower horizontal boundaries of the lower level of such Units shall be the horizontal plane formed by the lowermost surface of the subflooring of that Unit, with the flooring and subflooring constituting part of the Unit and the upper horizontal boundary shall be horizontal plane formed by the lowermost surface of the subfloor of the Unit above. The horizontal boundaries of the upper level of such Units shall be the horizontal plane formed by the lowermost surface of the subflooring of the upper level of that Unit, with the flooring and subflooring constituting part of that Unit as to the lower horizontal boundaries and the horizontal plane formed by the uppermost, unexposed surface of the wallboard or other material comprising the ceiling of the upper level of the Unit as to the upper horizontal boundaries. The stairwell connecting the lower level and upper level portions of such Units shall be included with the boundaries of such Units.

c. Additional Information to Interpret Unit Boundaries. Entry doors and exterior glass surfaces, including, but not limited to, windows, glass doors and skylights, serving the Unit shall be included within the boundaries of the Unit. Heating and air conditioning systems serving a single Unit (including any part of any such system located outside the boundaries

Page 9

Lk 04246 Pg 0118 of the Unit}, all duct work for heating and air conditioning systems and appliances and plumbing fixtures within a Unit shall be part of the Unit.

In interpreting deeds and Floor Plans, the existing physical boundaries of a Unit as originally constructed or of a Unit reconstructed in substantial accordance with the original Floor Plans thereof shall be conclusively presumed to be its boundaries rather than the metes and bounds expressed in. any deed or Floor Plan, regardless of settling or lateral movement of the building in which the Unit was located, and regardless of minor variance between the boundaries shown on the Floor Plans or in a deed and those of the Unit The ownership of each Unit shall include, and there shall pass with each Unit, whether or not separately described in the conveyance thereof, that percentage of the right, title and interest in the Common Elements attributable to such Unit, together with membership in the Association and an undivided interest in the funds and assets held by the Association.

5. COMMON ELEMENTS:

Ownership of the Common Elements shall be by the Unit Owners as tenants-in-common. The percentage of undivided interest in and to the Common Elements attributable to each Unit is set forth in Exhibit "B" attached hereto and incorporated herein by this reference. Such percentages of undivided interest may be altered only by the consent of all Owners and Mortgagees (or such lesser number of Owners and Mortgagees as may hereafter be prescribed by the Act) expressed in a duly recorded amendment to this Declaration, except in the case of expansion of the Condominium, as provided in Paragraph 25 hereof, in which case the amendment may be approved and executed by Declarant without approval of the Owners or Mortgagees.

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Bk 04246 Pg 0119

6. LIMITED COMMON ELEMENTS:

a. The limited Common Elements located on the Condominium and the Unit(s) to which they are assigned are:

i. entry foyers, hallways, corridors, and stairs serving one (1) or more, but less than all Units but not located within a Unit, as shown on the Floor Plans, are assigned as limited Common Elements to the Units that they serve;

ii. the portion of the Common Elements on which there is located any portion of the air conditioning or heating system exclusively serving more than one (1) but less than all Units is assigned as limited Common Element Units so served;

iii. any utility meter which serves only one (1) Unit is assigned as a limited Common Element to the Unit so served;

iv. a Unit may be assigned one (1) or more parking spaces as a limited Common Element. Parking spaces may be initially assigned or reassigned by amendment to this Declaration as provided in subparagraphs (b) and (c) below;

v. any balcony, deck or courtyard, including any steps associated with these structures, attached to and serving only one (1) Unit or shown on the Floor Plans as a limited Common Element is assigned as a limited Common Element to the Unit to which it is attached and which it serves or to which it is assigned on the Floor Plans;

vi. in the event carports are constructed over assigned parking spaces, then the carport structure shall be assigned as a limited Common Element to those Units to which the underlying parking spaces are assigned.

vii. each Unit is assigned one (1) mailbox or mail slot, to be initially assigned in the sole discretion of the Declarant.

b. The Association's Board of Directors, without need for a membership vote, is hereby authorized to assign and to reassign limited Common Elements and Common Elements not previously assigned, provided that any such assignment or reassignment shall be made in accordance with the provisions of Section 44-3-82(b) and (c) of the Act. A Common Element not previously assigned as a limited Common Element may be so assigned and a limited Common Element may be reassigned by the Board, without the need for a vote of the Association, upon written application to the Association by the Unit Owner or Owners for whose exclusive use such Common Element is requested or whose use of the limited Common Element previously assigned is directly affected. Upon such application, the Association shall prepare and execute an amendment to the Declaration assigning the Common Element.• as a limited Common Element or reassigning the limited Common Element, whicl)~mendment shall be executed by the Owner or Owners making such application. Such amendment shall be delivered and become effective as provided in Section 44-3-82 of the Act. For so long as the Declarant owns a Unit primarily for the purpose of sale, an amendment to assign a Common Element, not previously assigned as a limited Common Element shall be executed by the officers of the Association, if the request is made by the Declarant. The Board has the

Page 11

Bk 04246 Pg 0120 right to approve or disapprove any such request made by any Person other than the Declarant.

c. For so long as Declarant owns any Unit primarily for the purpose of sale, Declarant shall have the right to sell to Unit Owners one (1) or more parking spaces, to be assigned as Limited Common Elements pursuant to subparagraphs (a) and (b) above. The proceeds of the sale of parking spaces as limited Common Elements shall belong to the Declarant.

7. ASSOCIATION MEMBERSHIP AND ALLOCATION OF VOTES

All Unit Owners, by virtue of their ownership of a fee or undivided fee interest in any Unit in the Condominium, excluding Persons holding such interest under a Mortgage, are members of the Whitehall Mill Condominium Association, Inc., and, except as otherwise provided herein or in the Bylaws, shall be entitled to vote on all matters upon which members of the Association are entitled to vote pursuant to the Declaration and in accordance with the Bylaws. Subject lo the provisions of the Condominium instruments, the Owner or collective Owners shall be entitled to one { 1) equally weighted vote for such Unit.

8. ALLOCATION OF LIABILITY FOR COMMON EXPENSES

a. Except as provided below or elsewhere in the Act or Condominium Instruments, the amount of all Common Expenses shall be assessed against all the Units in accordance with the percentage of undivided interest in the Common Elements appurtenant to the Unit as set forth in Exhibit "B" attached hereto and incorporated herein by this reference.

b. The Board of Directors shall have the power to levy special assessments against Units pursuant to this Paragraph and to Section 44-3-SO(b) of the Act as, in its discretion, it shall deem appropriate. Failure of the Board of Directors to exercise its authority under this Paragraph 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 Paragraph in the future with respect to any expenses, including an expense for which the Board has not previously exercised its authority under this Paragraph.

i. Any Common Expenses benefiting less than all of the Units or significantly disproportionately benefiting all Units may be specially assessed equitably among all of the Units that are benefited according to the benefit received. Except for expenses for maintenance, repair or replacement of limited Common Elements, which may be specially assessed, expenses incurred for the maintenance, repair or replacement of the Area of Common Responsibility, shall not be specially assessed.

ii. Any Common Expenses occasioned by the conduct of less than all of those entitled to occupy all of the Units or by the Occupant(s), licensees or invitees of any such Unit or Units may be specially assessed against such Unit or Units.

c. The Condominium is served by a common water meter, and the Board shall have the authority to install submeters and assess individual Unit utilities usage charges as special assessments as provided in subparagraph (b){i) above. This shall include the right to add a charge for the cost of overhead for such submetering, against individual Units and/or to install separate utility meters for the Units. In the event submeters are installed, the Board shall have the authority to assess individual Unit utilities usage charges, based on

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Bk 04246 Pg 0121 readings of the submeters, including a right to add a charge for the cost of overhead for such submetering and/or to install separate utility meters for the Units, or based upon reasonable estimates of utilities usage charges with periodic adjustments.

9. ASSOCIATION RIGHTS AND RESTRICTIONS

In addition to and not in limitation of all other rights it may have, the Association, acting through its Board of Directors, shall have the right and authority:

a. to enter into Units for maintenance, emergency, security, or safety purposes, which right may be exercised by the Association's Board of Directors, officers, agents, employees, managers, and all police officers, firemen, ambulance personnel, and similar emergency personnel in the performance of their respective duties. Except in an emergency situation, entry shall be only during reasonable hours and after reasonable notice to the Owner or Occupant of the Unit. For the purposes of this Paragraph, an emergency justifying immediate entry into a Unit shall include, but not be limited to, the following situations: a water or other utility leak, fire, strong foul odor, obvious insect infestation or sounds indicating that a person or animal might be injured or sick and require immediate medical attention. No one exercising the rights granted in !his subparagraph shall be liable for trespass, damages, or in any other manner by virtue of exercising such rights. The failure to exercise the rights herein or to exercise said rights in a timely manner shall not create liability to any of the above-referenced parties, it being agreed that no duty to enter a Unit shall exist;

b. to make and to enforce reasonable rules and regulations governing the use of the Condominium, including the Units, Limited Common Elements, and Common Elements;

c. to enforce use restrictions, other Declaration and Bylaws provisions, and rules and regulations by the imposition of reasonable monetary fines and suspension of use and voting privileges as provided in Section 44-3-76 of the Act, as amended;

d. to grant and accept permits, licenses, utility easements, leases, and other easements;

e. to control, manage, operate, maintain, improve and replace all portions of the Area ci Common Responsibility;

f. to represent and act on behalf of the Unit Owners in the event of damage or destruction as a result of casualty loss in accordance with the provisions of the Act and Paragraph 12 of this Declaration;

g. to represent and act on behalf of the Unit Owners in the event of any loss resulting from condemnation or eminent domain in accordance with the provisions of the Act and Paragraph 20 of this Declaration;

h. to acquire, hold, and dispose of tangible and intangible personal property and real property;

i. to collect security deposits in reasonable amounts, as determined by the Board of Directors in its sole discretion, to protect against any damage to the Condominium, including, without limitation, damage resulting from moving in or out of a Unit; the transportation and use of construction materials in the Condominium; and the alteration, modification, or addition to a Unit and any Limited Common Element appurtenant thereto. Costs for repair of such damage may

Page 13

Bk 04246 Pg 0122 be deductible from the security deposit and any additional expenses may be specifically assessed against the Unit under Paragraph 8(b)(ii) above;

j. to approve contractors or subcontractors who have access to the Condominium for the purpose of making repairs or improvements to Units based on rules and regulations promulgated and adopted by the Board which may include, without limitation: financial stability of the contractors andlor subcontractors; history of compliance with the Condominium Instruments and rules and regulations of the Association; and other factors that may be reflective of quality and ability.

The Board may also impose insurance requirements and collect other non-refundable deposits for use of the trash receptacle;

k. at the sole expense of the Association, without need for a membership vote, and without the consent of any affected Unit Owner, to relocate any portion of the air conditioning, heating, plumbing, ventilating, exhaust or electrical system serving a particular Unit, provided that after such relocation, the system serving the Unit functions at least as well and at no greater cost to the Unit Owner as existed prior to the relocation; and

I. to close permanently or temporarily any portion of the Common Elements (excluding the Limited Common Elements), and any Common Elements the use of which is reasonably necessary for access to or from a Unit with thirty (30) days prior notice to all Owners, except that, in emergency situations requiring a temporary closing, prior notice shall not be required so long as notice is given within three (3) days after the closing explaining the reason for the closing. Notwithstanding the above, the Owners may re-open closed Common Elements by a majority vote of the total Association vote, cast at a duly called special or annual meeting.

10. ASSESSMENTS

a. purpose of Assessment. The Association shall have the power to levy assessments as provided herein and in the Act. The assessments for Common Expenses provided for herein shall be used for the general purposes of promoting the recreation, health, safety, welfare, common benefit, and enjoyment of the Owners and Occupants of Units in the Condominium as may be more specifically authorized from time to time by the Board.

b. Creation of the Lien and Personal Obligation for Assessments. Each Owner of any Unit, by acceptance of a deed therefor, whether or not it shall be so expressed in such deed, is deemed to covenant and agree to pay to the Association:

i. annual assessments or charges;

ii. special assessments, such assessments to be established and collected as hereinafter provided;and iii. specific assessments against any particular Unit which are established pursuant to the terms of this Declaration, including but not limited to reasonable fines imposed in accordance with the terms of this Declaration.

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Bk o,n,t6 Pg 0123 jointly and severally liable for all assessments and charges due and payable at the time of any conveyance Assessments shall be paid in such manner and on such dates as may be fixed by the Board of Directors; unless otherwise provided, the annual assessments shall be paid in equal monthly installments due on the first day of each calendar month. No Owner may exempt him or herselffrom liability for or otherwise withhold payment of assessments for any reason whatsoever, including, but not limited to, nonuse of the Common Elements, the Association's failure to perform its obligations required hereunder, or inconvenience or discomfort arising from the Association's performance of its duties. The lien provided for herein shall have priority as provided in the Act.

c. rwm.m fl; 1ails. M assessments and related charges not paid on or before the due date shall be delinquent, and the Owner shall be in default.

i. ii. iii. iv. v. If any monthly installment of annual assessments or any part thereof is not paid in full by the tenth (10th) day of the month or if any other charge is not paid within ten (10)

days of the due date, a late charge equal to the greater of Ten and No/100 Dollars ($10.00) or ten percent (10%) of the amount not paid, or such higher amounts as may be authorized by the Act, may be imposed without further notice or warning to the delinquent Owner and interest at the rate of ten percent (10%) per annum or such higher rate as may be permitted by the Act shall accrue from the due date.

If assessments, fines or other charges or any part thereof due from an Owner remain delinquent and unpaid for a period greater than fifteen (15) days from the date due, a notice of delinquency may be given to that Owner stating that if the assessment, fine or charge remains delinquent for more than ten ( 10) days from the date of the notice of delinquency, the Board of Directors may accelerate and declare immediately due all of that Owner's unpaid installments of the annual assessment and of any special assessment without any further notice being given to the delinquent Owner. Upon acceleration, that Owner shall thereby lose the privilege of paying the annual assessment in monthly installments for that fiscal year.

If assessments and other charges or any part thereof remain unpaid more than thirty (30)

days after the assessment payments first become delinquent, the Association, acting through the Board of Directors, may institute suit to collect all amounts due pursuant to the provisions of the Declaration, the Bylaws, the Act and Georgia law, including reasonable attorneys' fees actually incurred, and suspend the Owner's and/or Occupant's right to vote and the right to use the Common Elements; provided, however, the Board may not limit ingress or egress. Enforcement under this subparagraph is not dependent upon or related to other restrictions and/or other actions.

If any assessment or other charge is delinquent for thirty (30) days or more, in addition to all other rights provided in the Act and herein, the Association shall have the right upon ten

(10) days written notice, and in compliance with any requirements set forth in the Act, to suspend any utility or service, the cost of which are a Common Expense, including, but not limited to, water, electricity, heat, air conditioning and cable television, to that Unit until such time as the delinquent assessments and all costs permitted under this

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Bk 04246 Pg 0124 Paragraph, including reasonable attorney's fees, are paid in full. Any costs incurred by the Association in discontinuing and/or reconnecting any utility service, including reasonable attorney's fees, shall be an assessment against the Unit.

Enforcement under this subparagraph is not dependent upon or related to other restrictions and/or other actions.

d. Computation of Operating Budget and Assessment. It shall be the duty of the Board at least twenty-one (21) days prior to the Association's annual meeting to prepare and deliver to each member a budget covering the estimated costs of operating the Condominium during the coming year and a notice of the assessments to be levied against each Unit for the following year. The budget and the assessment shall become effective unless disapproved at a duly called and constituted annual meeting of the Association by a vote of a majority of the total Association vote;

provided, however, if a quorum is not obtained at the annual meeting, the budget shall become effective even though a vote to disapprove the budget could not be called at this meeting.

Notwithstanding the foregoing, in the event that the membership disapproves the proposed budget or the Board fails for any reason so 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 in effect for the current year shall continue for the succeeding year. In such case, the Board may propose a new budget at any time during the year at a special meeting of the Association. The proposed budget and assessment shall be delivered to the members at least twenty-one (21) days prior to the proposed effective date thereof and at least seven

(7) days prior to the special meeting. The approval procedure set forth above for budgets considered at annual meetings shall also apply to budgets considered at special meetings.

e. Special Assessments. In addition to the annual assessment provided for in subparagraph (b) above, 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 (except as provided in Paragraph 8(b) regarding the power to assess specially pursuant to Section 44-3-BO(b) of the Act and Paragraph 12(b)

herein, regarding repair or reconstruction of casualty damage to or destruction of all or part of the Condominium) which would cause the average total of special assessments levied in one (1) fiscal year to exceed Two Hundred and No/100 Dollars ($200.00) per Unit, shall be approved by a majority of the total Association vote prior to becoming effective.

f. Capital Reserve Budget and Contribution. The Board of Directors shall annually prepare a capital reserve budget that shall take into account the number and nature of replaceable assets, the expected life of each asset, and the expected repair or replacement

Page 16

Lk fi4246 Pg 0125 cost. The Board shall set the required capital reserve contribution, if any, in an amount sufficient to permit meeting the projected capital needs of the Association, as shown on the capital reserve budget, with respect both to amount and timing by equal annual assessments over the period of the budget. The annual capital reserve contribution required, if any, shall be fixed by the Board and included within the budget and assessment as provided in subparagraph (d) of this Paragraph. A copy of the capital reserve budget shall be distributed to each member in the same manner as the operating budget.

g. Statement of Account. Any Owner, Mortgagee, or a Person having executed a contract for the purchase of a Unit, or a lender considering a loan to be secured by a Unit, shall be entitled, upon written request, to a statement from the Association setting forth the amount of assessments due and unpaid, including any late charges, interest, fines, or other charges against a Unit. The Association shall respond in writing within five (5) business days of receipt of the request for a statement; provided, however, the Association may require the payment of a fee, not exceeding Ten and No/100 Dollars ($10.00), or such higher amount as may be authorized by the Act, as a prerequisite to the issuance of such a statement. Such written statement shall be binding on the Association as to the amount of assessments due on the Unit as of the date specified therein.

h. Surplus Funds and Common Profits. Pursuant to Section 44-3-108 of the Act. common profits from whatever source shall be applied to the payment of Common Expenses. Any surplus funds remaining after the application of such common profits to the payment of Common Expenses shall, at the option of the Board of Directors, either be distributed to the Owners or credited to the next assessment chargeable to the Owners in proportion to the liability for Common Expenses attributable to each Unit, or added to the Association's capital reserve account as set forth in (f) above.

i. Workjng Capital Fund, The Declarant, on behalf of the Association, shall establish a working capital fund to meet unforeseen expenditures or to purchase any additional equipment or services. A non-refundable contribution to the working capital fund of the Association shall be paid by the purchaser of a Unit al the closing of each sale or resale of a Unit in the amount of two (2) months of the general assessment charged to such Unit. The Declarant shall not use the working capital funds to defray any of its expenses, reserve contributions, or construction costs or to make up any budget deficits while it is in control of the Association.

11. INSURANCE

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Bk 04246 Pg 0126 policy in determining whether the insurance equals at least the replacement cost of the insured property.

a. The Board of Directors shall utilize reasonable efforts to secure a blanket hazard insurance policy providing "all risk" coverage in an amount equal to full replacement cost, before application of deductibles, of all improvements located on !he Condominium. If' all risk" coverage is not reasonably available at reasonable cost, the Board shall obtain, at a minimum, fire and extended coverage, including coverage for vandalism and malicious mischief, in like amounts. The Board shall use reasonable efforts lo obtain policies that will provide the following:

i. ordinance or law coverage, demolition cost coverage and increased cost of construction coverage;

ii. the insurer waives its rights of subrogation of any claims against directors, officers, the managing agent, the individual Owners, Occupants, and their respective household members;

iii. any "other insurance" clause contained in the master policy shall expressly exclude individual Unit Owners' policies from its operation;

iv. until the expiration of thirty (30) days after the insurer gives notice in writing to the Mortgagee of any Unit, the Mortgagee's insurance coverage will not be affected or jeopardized by any act or conduct of the Owner of such Unit, the other Unit Owners, the Board of Directors, or any of their agents, employees, or household members, nor be canceled for nonpayment of premiums;

v. the master policy may not be canceled, substantially modified, or subjected to nonrenewal without at least thirty (30) days prior notice in writing to the Board of Directors and all Mortgagees of Units; and vi. an agreed value endorsement and an inflation guard endorsement.

b. All policies of insurance shall be written with a company licensed to do business in the State of Georgia. The company shall provide insurance certificates to each Owner and each Mortgagee upon request.

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Bk 04246 Pg !U27

c. Exclusive authority to adjust losses under policies 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 participating in the settlement negotiations, if any, related thereto.

d. In no event shall the insurance coverage obtained and maintained by the Association hereunder be brought into contribution with insurance purchased by individual Unit Owners or their Mortgagees. Each Unit Owner shall notify the Board of Directors of all structural improvements made by the Unit Owner to his or her Unit. Any Unit Owner who obtains an individual insurance policy covering any portion of the Condominium, other than improvements and betterments made by such Owner at his or her expense and personal property belonging to such Owner, shall file a copy of such individual policy or policies with the Board of Directors within thirty (30) days after the purchase of such insurance.

Such Owner shall also promptly notify, in writing, the Board of Directors in the event such policy is cancelled.

e. In addition to !he insurance required hereinabove, the Board shall obtain as a Common Expense:

i. workers' compensation insurance if and to the extent necessary to meet the requirements of law;

ii. public liability insurance in amounts no less than required by Section 44-3-107 of the Act, as amended, and officers' and directors' liability insurance in such amounts as the Board may determine. The public liability insurance shall contain a cross liability endorsement;

iii. fidelity bonds, if reasonably available, covering officers, directors, employees, and other persons who handle or are responsible for handling Association funds. Such bonds, if reasonably available, shall be in an amount consistent with the best business judgment of the Board of Directors, but in no event less than three (3)

months assessments plus a reasonable amount to cover all or a reasonable portion of reserve funds in the custody of the Association at any time during the term of the bond; provided, however, fidelity coverage herein required may be reduced based on the implementation of financial controls which take one or more of the following forms: (a) the Association or management company, if any, maintains a separate bank account for the working account and the reserve account, each with appropriate access controls and the bank in which funds are deposited sends copies of the monthly bank statements directly to the Association; (b) the management company, if any, maintains separate records and bank accounts for each association that uses its services and the management company does not have the authority to draw checks on, or to transfer funds from, the Association's reserve account; or (c) two (2) members of the Board of Directors must sign any checks written on the reserve account; and iv. such other insurance as the Board of Directors may determine to be necessary or desirable including, for example coverage of the following types of property contained within a Unit, regardless of ownership: (a) fixtures, improvements and alterations that are part of the building or structure; and (b) appliances, such as those used for refrigerating, ventilating, cooking, dishwashing, laundering, security or housekeeping.

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Bk 0421!6 Pg 0128

f. Insurance carried by the Association as a Common Expense shall not be required to include: (i) any part of a Unit that is not depicted on the original Survey and Floor Plans; or (ii) any part of a Unit that was not included as part of the collateral for the initial loan made for the initial purchase of the Unit, nor shall the Association include public liability insurance for individual Owners for liability arising within the Unit.

g. Nothing contained herein gives any Owner or other party a priority over any rights of first Mortgagees as to distribution of insurance proceeds. Any insurance proceeds payable to the Owner of a Unit on which there is a Mortgagee endorsement shall be disbursed jointly to such Unit Owner and the Mortgagee. This is a covenant for the benefit of any such Mortgagee and may be enforced by any such Mortgagee.

h. Every Unit Owner shall be obligated to obtain and maintain at all times insurance covering those portions of his or her Unit to the extent not insured by policies maintained by the Association. Upon request by the Board, the Unit Owner shall furnish a copy of such insurance policy or policies to the Association. In the event that any such Unit Owner fails to obtain insurance as required by this subparagraph, the Association may purchase such insurance on behalf of the Unit Owner and assess the cost thereof to the Unit Owner, to be collected in the manner provided for collection of assessments under Paragraph 17(c) hereof.

i. Insurance Deductibles. In the event of an insured loss, any required deductible shall be considered a maintenance expense to be paid by the person or persons who would be responsible for such loss in the absence of insurance. If the loss affects more than one ( 1)

Unit or a Unit and the Common Elements, the cost of the deductible may be apportioned equitably by the Board among the parties suffering loss in proportion to each affected owner's portion of the total cost of repair. Notwithstanding this, if the insurance policy provides that the deductible will apply to each Unit separately or to each occurrence, each Unit Owner shall be responsible for paying the deductible pertaining to his or her Unit, if any. If any Owner or Owners fail to pay the deductible when required under this subparagraph, then the Association may pay the deductible and assess the cost to the Owner or Owners pursuant to Paragraph 8 of this Declaration; provided, however, where the deductible is for insurance required under the Act, no Owner shall be assigned more than One Thousand and No/100 Dollars ($1,000.00), or such higher amount as authorized by the Act, as the cost of the deductible for any one (i) occurrence.

j. Payment of Claims to Delinquent Owners. Notwithstanding anything to the contrary herein, in the event of an insured loss under the Association's master hazard insurance policy for which the Association receives from the insurer payment for a loss sustained by an Owner who is delinquent in the payment of assessments owed to the Association under Paragraph 10 hereof, then the Association may retain and apply such proceeds to the delinquency. Any surplus remaining after application of the proceeds to any delinquency shall be paid by the Association to the affected Unit Owner.

12. REPAIR AND RECONSTRUCTION

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Ek 042 46 Pg 0129 the prompt repair and restoration of the structure. In the event of substantial damage or destruction, each holder of a first Mortgage shall be entitled to written notice of the damage, and nothing in these documents shall be construed to afford a priority to any Unit Owner with respect to the distribution of proceeds to any such Unit.

a. Cost Estimates, Immediately after a fire or other casualty causing damage to the Condominium, the Board of Directors shall obtain reliable and detailed estimates of the cost of repairing and restoring the structures {including any damaged Unit) to substantially the condition that existed before such casualty, allowing for any changes or improvements necessitated by changes in applicable building codes. Such costs may also include professional fees and premiums for such bonds as the Board of Directors determines to be necessary.

b. Source and Allocation of Proceeds. If the proceeds of insurance are not sufficient to defray the costs of reconstruction and repair due to failure of the Association to maintain coverage as provided in Paragraph 11 of this Declaration, the additional cost shall be a Common Expense. If, for any reason, the proceeds of insurance are not sufficient to defray the costs of reconstruction and repair, as determined by the Board, the additional costs shall be assessed against the Owners of the Unit(s) damaged in proportion to the damage to the Units or against all Owners, in the case of insufficient funds to cover damage to the Common Elements. This assessment shall not be considered a special assessment as discussed in Paragraph 10(e). If there are surplus funds after repair and reconstruction is completed, such funds shall be common funds of the Association to be used as directed by the Board.

c. Floor Plans and Specjficalions. Any such reconstruction or repair shall be substantially in accordance with the Floor Plans and specifications under which the Condominium was originally constructed, except where changes are necessary to comply with current applicable building codes or where improvements not in accordance with the original Floor Plans and specifications are approved by the Board of Directors. To the extent insurance proceeds are available, the Association may reconstruct or repair Owner improvements damaged as a result of fire or other casualty.

d. Encroachments. Encroachments upon or in favor of Units that may be created as a result of such reconstruction or repair shall not constitute a claim or basis for any proceeding or action by the Unit Owner upon whose property such encroachment exists, provided that such reconstruction was substantially in accordance with the architectural plans under which the Condominium was originally constructed. Such encroachments shall be allowed to continue in existence for so long as the reconstructed building shall stand.

e. Construction fund. The net proceeds of the insurance collected on account of a casually and the funds collected by the Association from assessments against Unit Owners on account of such casualty shall constitute a construction fund, which shall be disbursed in payment of the cost of reconstruction and repair in the manner set forth in this Paragraph to be disbursed by the Association in appropriate progress payments to such contractor(s), supplier(s), and personnel performing the work or supplying materials or services for the repair and reconstruction of the buildings as are designated by the Board of Directors.

13. ARCHITECTURAL CONTROLS

a. During Declarant Control. During the time in which the Declarant has the right to appoint directors and officers of the Association under Article II, Section 2 of the Bylaws there shall

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Bk 04246 Pg 0130 be no Architectural Control Committee and all encroachments onto the Common Elements or Limited Common Elements, exterior change, alteration or construction (including painting and landscaping), and any erection, placement or posting of any object, sign, clothesline, speaker, playground equipment, light, fountain, flag, personalized or customized exterior door mat, or thing on the exterior or roofs of the buildings, in any windows (except window treatments as provided herein), or on any Limited Common Elements or any Common Elements, must receive the prior written approval of the Declarant. However, a mezuzah or comparable religious symbol not larger than three inches (3") in width and nine inches (9") in height may be posted on the doorframe of the Unit and reasonable seasonal decorative lights may be displayed between Thanksgiving and January 15. Granting or withholding such approval shall be within the sole discretion of the Declarant. All references in the Condominium Instruments to the Architectural Control Committee or ACC shall refer to the Declarant during the period the Declarant has the right to appoint the officers and directors of the Association.

b. After Declarant ControL After such time as the Declarant's rights to appoint officers and directors of the Association as provided in Article 111, Section 2 of the Bylaws has expired, an Architectural Control Committee shall be appointed by the Board of Directors and except for the Declarant, so long as the Declarant shall own a Unit for sale, no Owner, Occupant, or any other person may make any encroachment onto the Common Elements or Limited Common Elements, or make any exterior change, alteration, or construction (including painting and landscaping), nor erect, place or post any object, sign, clothesline, speaker, playground equipment, light, fountain, flag, personalized or customized exterior door mat, or thing on the exterior or roofs of the buildings, in any windows (except window treatments as provided herein), on any Limited Common Elements, or on any other Common Elements, without first obtaining the written approval of the ACC. However, a mezuzah or comparable religious symbol not larger than three inches (3") in width and nine inches (9") in height may be posted on the doorframe of the Unit and reasonable seasonal decorative lights may be displayed between Thanksgiving and January 15.

The standard for approval of such improvements shall include, but not be limited to, aesthetic consideration, materials to be used, harmony with the external design of the existing buildings, Units and structures, the location in relation to surrounding structures and topography, and the impact of such approval, if any, on the increase or decrease of sounds and vibrations between the Units and between the Units and the Common Elements and the impact of such approval, if any, on the increase or decrease of sounds and vibrations between the Units and between the Units and the Common Elements. Notwithstanding the above, Declarant shall not be required to obtain any approvals under this Paragraph.

c. Alteration of Units. Subject to the other provisions of this Declaration, alterations to the interiors of Units, relocation of the boundaries between adjoining Units, and subdivision of Units are subject to the following restrictions:

i. Alterations to the Interiors of the Units Except as provided herein, no Owner or Occupant may make any alteration within a Unit which involves connecting to Common Element pipes, lines, conduits and/or other apparatus for access to common utilities without prior written ACC approval (including, but not limited to, modifying connections of washers and dryers). Except as provided herein, no Owner or Occupant shall make any interior modifications to or place an excessive load on any structural or load bearing portions of a Unit without first obtaining the prior written approval of the ACC. Such approval shall not be granted by the ACC unless the Owner has presented to the ACC a report or drawing prepared by a licensed structural engineer showing that compensating measures will be taken to ensure the structural

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Bk 04246 Pg 0131 integrity of the Unit and the Condominium. All building code requirements must be complied with and necessary permits and approvals secured for any modifications.

Notwithstanding the above, all Owners desiring to make any interior modifications or alterations to a Unit affecting the Common Elements or structure or load bearing portions of a Unit must make application to the ACC as described below in order for the ACC to make the determination of whether the ACC's approval is required.

Notwithstanding the above, if any Owner acquires an adjoining Unit, each Owner shall have the right (subject to the prior written approval of the Mortgagees of the Units involved) to remove all or any part of any intervening partition or to create doorways or other apertures therein, notwithstanding the fact that such partition may, in whole or part, be part of the Common Elements, so long as no portion of any structural or load bearing portions of the Unit(s) are materially weakened or removed and the ACC has approved the plans described above and no portion of any Common Elements is damaged, destroyed or endangered, other than that partition and any chutes, flues, ducts, conduits, wires or other apparatus contained therein which shall be relocated by such Owner if such facilities serve any other part of the Condominium. Notwithstanding the above, Declarant shall not be required to obtain any approvals under this Paragraph. The alterations permitted in this Paragraph shall not be deemed an alteration or relocation of boundaries between adjoining Units as defined in O.C.G.A. § 44-3-91.

ii. Relocatjon of Boundaries Boundaries between adjoining Units may be relocated only in accordance with the provisions of O.C.G.A. § 44-3-91 and this Declaration. As long as Declarant owns a Unit for sale, an Owner must obtain the prior written consent of the Declarant and the Board of Directors in order to relocate the boundaries of his or her Unit. After Declarant no longer owns a Unit for sale, an Owner must obtain the prior written consent only of the Board of Directors in order to relocate the boundaries of his or her Unit. The Declarant shall have the right to relocate boundaries between Units owned by the Declarant without the approval of the Board of Directors, and the Board of Directors shall execute the required amendment to the Declaration.

iii. Subdiyision of Units. An Owner may subdivide his Unit only in accordance with the provisions of O.C.G.A. § 44-3-92 and this Declaration. As long as Declarant owns a Unit for sale, an Owner must obtain the prior written consent of the Declarant and the Board of Directors in order to relocate the boundaries of his or her Unit. After Dec!arant no longer owns a Unit for sale, an Owner must obtain the prior written consent only of the Board of Directors in order to relocate the boundaries of his or her Unit. The Declarant shall have the right to subdivide Units owned by the Declarant without the approval of the Board of Directors, and the Board of Directors shall execute the required amendment to the Declaration.

d. Applications. Applications for approval of any such architectural modification shall be in writing and shall provide such information as the ACC may reasonably require. The ACC shall be the sole arbiter of such application and may withhold approval for any reason, including purely aesthetic considerations, and it shall be entitled to stop any construction that is not in conformance with approved plans. The Board or ACC may publish written architectural standards for exterior and Common Element alterations or additions, and any request in substantial compliance therewith shall be approved; provided, however, each such requested change shall be in harmony with the external design of the existing buildings and Units and the location in relation to surrounding structures and topography of the vicinity. All requests and approvals under this paragraph must meet all covenants and requirements of the Facade Easement and the Historic Preservation Ordinance.

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Bk 04246 f 'g 0132

e. AppeaL In the event that the ACC or its designated representative disapproves any application or part thereof, an Owner shall have the right to appeal the ACC's decision to the Board of Directors. 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 ACC, the decision of the ACC, and the application of the Owner to the ACC. The Board of Directors shall have the final authority to approve, disapprove, or conditionally approve or disapprove the application of the Owner. If the Board does not receive written notice from the Owner by certified mail requesting an appeal within fourteen (14) days from the date of the ACC's notice to the Owner of its decision, the decision of the ACC shall become final and all rights of appeal shall terminate and thereafter be void.

f. Encroachments onto Common Elements, The ACC subject to this Paragraph may permit Unit Owners to make encroachments onto the Common Elements as it deems acceptable.

g. Conditjon of Approval. As a condition of approval for a requested architectural change, modification, addition, or alteration, an Owner, on behalf of himself or herself and his or her successors-in-interest, shall assume all responsibilities for maintenance, repair, replacement and insurance of such change, modification, addition, or alteration, unless otherwise agreed to in writing by the ACC. It is the responsibility of every Owner of a Condominium Unit to determine for himself or herself what architectural modifications have been made to his or her Unit by any predecessor-in-interest. In the discretion of the Board or ACC, an Owner may be made to verify such condition of approval by written instrument in recordable form acknowledged by such Owner on behalf of himself or herself and all successors-in-interest.

h. Limjtatjon of Ljabjljty, Review and approval of any application pursuant to this Paragraph is made on the basis of aesthetic considerations only, and neither the Declarant, the Board of Directors, or the ACC 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 ACC, nor 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.

i. No Wajver of future Approyals. Each Owner acknowledges that the members of the Board of Directors and ACC 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 ACC may adopt different architectural standards for different parts of the condominium, based on street visibility and location of the proposed modification in the building. The approval of either the Board of Directors or the ACC 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 ACC 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.

j. Enforcement, Any construction, alteration, or other work done in violation of this Paragraph shall be deemed to be nonconforming. Upon written request from the Board or the ACC, Owners shall, at their own cost and expense, remove such construction, alteration, or other work and shall restore the property to substantially the same condition as existed prior to the construction, alteration, or other work. Should an Owner fail to remove

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Bk 04246 Pg OLB and restore as required hereunder, the Board or its designees shall have the right to enter the property, remove the violation and restore the property 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 the benefited Unit and collected as an assessment pursuant to this Declaration.

Furthermore, the Board shall have the authority to record in the Athens-Clarke County land records notices of violation of the provisions of this Paragraph.

k. Commencement of Construction. All changes, modifications and improvements approved by the ACC hereunder must be commenced within six (6) months from the date of approval. If not commenced within six (6) months from the date of such approval, then such approval shall be deemed revoked by the ACC, unless the ACC gives a written extension for commencing the work. All work approved by the ACC hereunder shall be completed in its entirety within ninety (90) days from the date of commencement, unless otherwise agreed in writing by the ACC. All approved changes, modifications, and improvements must be completed in their entirety. An Owner may not construct only a portion or part of an approved change, modification, or improvement.

14. USE RESTRICTIONS

In addition to the following use restrictions, the Board of Directors may adopt rules and regulations in accordance with the terms hereof and as specified in the Bylaws.

a. Use gf Units. The Units may be used for any residential business or retail activity that is legal and conforms to the zoning ordinances and requirements for Athens/Athens-Clarke County and is not prohibited as described below. No Unit shall be used for any of the following:

cinema/movie theater, bowling alley, skating rink, amusement gallery, pool hall, massage parlor, adult book store or adult video store, business that sells pornographic material, video game room, industrial or manufacturing use, or amusement arcade.

The terms "business" and "trade," as used herein, shall 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: (i) such activity is engaged in full or part-time; (ii) such activity is intended to or does generate a profit; or (iii) a license is required therefor.

b. Number of Occupants. The maximum number of Occupants in a Unit shall be limited to four

(4) people per Unit. Upon written application, the Board shall grant variances to this

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Lk 04246 Pg 0134 restriction to comply with provisions of the Fair Housing Amendments Act of 1988 or any amendments thereto.

If an Owner of a Unit is a corporation, partnership, trust or other legal entity not being a natural person, the entity shall designate in writing to the Board the name(s) of the person(s)

who will occupy the Unit. The designated person(s) to occupy the Unit may not be changed more frequently than once every six (6) months.

c. Outbuildings. No structure of a temporary character, trailer, tent, shack, carport, garage, barn or other outbuilding shall be erected by any Owner or Occupant, other than the Declaranl, on any portion of the Condominium, at any time, either temporarily or permanently, without the prior written approval of the Board.

d. Use of Common Elements Jnc!uding Amenities. There shall be no obstruction of the Common Elements, nor shall anything be kept on, parked on, stored on or removed from any part of the Common Elements without the prior written consent of !he Board, except as specifically provided herein. With prior written Board approval, and subject to any restrictions imposed by the Board, an Owner may reserve portions of the Common Elements for use for a period of time as set by the Board. Any such Owner who reserves a portion of the Common Elements as provided herein shall assume, on behalf of himself or herself and his or her guests, Occupants and family, all risks associated with the use of the Common Elements and all liability for any damage or injury to any person or thing as a result of such use. The Association shall not be liable for any damage or injury resulting from such use unless such damage or injury is caused solely by the willful acts or gross negligence of the Association, its agents or employees. There shall be no use of the roofs of the Condominium buildings by the Owners, their family members, guests, tenants, invitees, agents or contractors except for specific roof decks designed for use by Occupants. The Association and its agents and contractors shall have access to the roofs for performing its maintenance and repair responsibility. There shall be no gardening or landscaping on the Common Elements by Owners or Occupants without the prior written consent of the Board. This subparagraph shall not apply to the Declarant, so long as the Declarant shall own a Unit for sale.

e. use of Limited Common Elements, Decks Balconies and Courtyards, Except as otherwise provided herein, the use of the Limited Common Elements assigned to the Units is restricted exclusively to the Owners of the Unit to which such Limited Common Elements are assigned, and said Owner's family members, guests, tenants and invitees.

The Limited Common Elements are reserved for exclusive use, but shall not be construed or interpreted to be separate and apart from the Common Elements in general, and the restrictions applicable to the Common Elements shall also apply to the Limited Common Elements.

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f. Bk 04246 Pg 0135 Prohibition of Damage Nuisance and Noise. Without the prior written consent of the Board of Directors, nothing shall be done or kept on the Condominium, or any part thereof, which would increase the rate of insurance on the Condominium or any Unit or part thereof, which would be in violation of any statute, rule, ordinance, regulation, permit or other validly imposed requirements of any governmental body, or which would increase the Common Expenses.

Furthermore, noxious, destructive or offensive activity shall not be carried on within any portion of the Condominium. No Owner or Occupant of a Unit may use or allow the use of the Unit or any portion of the Condominium at any time, in any way or for any purpose which may endanger the health, unreasonably annoy or disturb or cause embarrassment, or discomfort to other Owners or Occupants, or in such a way as to constitute, in the sole opinion of the Board of Directors, a nuisance. In addition, no Owner or Occupant of a Unit may use or allow the use of a Unit or the Common Elements in any manner which creates disturbing noises, including, without limitation, use of stereo speakers or equipment that will in the sole discretion of the Board of Directors interfere with the rights, comfort or convenience of the other Owners or Occupants. Nothing herein, however, shall be construed to affect the rights of an aggrieved Owner to proceed individually for relief from interference with his or her property or personal rights.

g. firearms and fireworks The display or discharge of firearms or fireworks on the Common Elements or Limited Common Elements is prohibited; provided, however, that the display of lawful firearms on the Common Elements or Limited Common Elements is permitted by law enforcement officers and also is permitted for the limited purpose of transporting the firearms across the Common Elements or Limited Common Elements to or from the Owner's Unit. The term "firearms• includes "B-B" guns, pellet guns, and other firearms of all types, regardless of size. The term "fireworks" shall include those items as listed in O.C.G.A. §25-10-1, as amended.

h. Pets. No Owner or Occupant may keep any animals on any portion of the Condominium except as expressly permitted in this subparagraph. An Owner or Occupant may keep no

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Bk 04246 Pg 0136 more than a total of two (2) dogs and/or cats per Unit and a reasonable number of other generally recognized household pets weighing less than two (2) pounds each (including by way of illustration, but not limitation, fish, gerbils and small birds). Any exceptions will be determined in the Board's sole discretion.

No Owner or Occupant may keep, breed or maintain any pet for any commercial purpose, and no structure for the care, housing, or confinement of any pet shall be constructed or maintained on any part of the Common Elements, including Limited Common Elements, without prior written ACC approval. No pets are allowed on any portion of the Common Elements except for the designated dog walk area, if any; provided, however, an Owner or Occupant may walk a pet across the Common Elements to reach such dog walk area, if any, or to enter or exit the Condominium property. Notwithstanding the foregoing, pets must be kepi on a leash and be under the physical control of a responsible person at all times while on the Common Elements, but excluding the Limited Common Elements; provided, however, pets need not be leashed within a fenced, balcony, deck, or courtyard when attended by a person. Feces left upon the Common Elements by pets must be immediately removed by the owner of the pet or the person responsible for the pet.

No potbellied pigs, snakes, or other animals determined in the Board's sole discretion to be dangerous may be brought onto or kept on the Condominium at any time. The Board may require that any pet which, in the Board's opinion, endangers the health of any Owner or Occupant or creates a nuisance or unreasonable disturbance, be permanently removed from the Condominium upon seven (7) days written notice. If the Owner or Occupant fails to do so, the Board may remove the pet. Any pet which, in the Board's sole discretion, presents an immediate danger to the health, safety or properly of any community member may be removed by the Board without prior notice to the pet's owner.

Any Owner or Occupant who keeps or maintains any pet upon the Condominium shall be deemed to have agreed to indemnify and hold the Association, its directors, officers, and agents free and harmless from any loss, claim or liability of any kind or character whatever arising by reason of keeping or maintaining such pet within the Condominium.

i. Parking. Parking spaces may be assigned as Limited Common Elements, exclusively serving particular Units. Such assigned parking spaces are designated Limited Common Elements and may only be used by the Owner or Occupants to whom the parking spaces assigned and their guests and families.

For so long as Declarant owns a Unit primarily for the purpose of sale, Declarant may sell more parking spaces (which parking spaces shall thereafter be Limited Common Elements appurtenant to the Unit to which they have been sold) to a Unit Owner and may adopt rules regulating the use of unassigned parking spaces.

Vehicles permitted under this subparagraph may be parked only in designated, lined parking spaces or other areas authorized in writing by the Board.

Disabled and stored vehicles are prohibited from being parked on the Condominium. For purposes hereof, a vehicle shall be considered "disabled" if ii does not have a current license tag or is obviously inoperable. A vehicle shall be considered "stored" if it remains on

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Bk 04246 Pg 0137 the Condominium without being driven for fourteen (14) consecutive days or longer without prior written Board permission.

classification by the Georgia Department of Motor Vehicles), and recreational vehicles (RV's and motor homes are also prohibited from being parked on the Condominium, except in areas, if any, that may be designated by the Board as parking areas for particular types of vehicles.

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 or booted in accordance with the notice, without further notice to the Owner or user of the vehicle.

j. Heating of Units in Colder Months. In order to prevent breakage of water pipes during colder months of the year resulting in damage to any portion of the Condominium, increased Common Expenses, and increased insurance premiums or cancellation of insurance policies due to numerous damage claims, the thermostats within the Units shall be maintained with the heat in an "on" position and at a minimum temperature setting of fifty-five (55°) degrees Fahrenheit (except during power failures or periods when heating equipment is broken) whenever the temperature is forecasted to or does reach thirty-two (32°) degrees Fahrenheit or below.

Owners and Occupants of Units shall take all steps possible on a timely basis to keep heating equipment, including, but not limited to, the thermostat, in good working order and repair. The Board of Directors may fine any Owner or Occupant and/or may cause the water service to the violator's Unit to be discontinued for violation of this subparagraph, in addition to any other remedies of the Association.

k. Signs. Except as may be provided for herein or as may be required by legal proceedings, and except for signs which may be erected by Declarant related to the development and sale of Units, no signs, advertising posters, political placards or billboards of any kind shall be erected, placed, or permitted to remain on the Condominium without the prior written consent of the ACC.

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Ek 04246 Pg 0138 Notwithstanding the above, the Board shall have the right to erect reasonable and appropriate signs on behalf of the Association.

I. Rubbish Trash, and Garbage. All rubbish, trash, and garbage shall be regularly removed from the Unit and shall not be allowed to accumulate therein. No garbage or trash shall be placed on the Common Elements or Limited Common Elements outside the Unit, temporarily or otherwise, except in trash dumpsters. Rubbish, trash, and garbage shall be disposed of in sealed bags and either placed in the trash dumpsters or proper receptacles designated by the Board for collection or removed from the Condominium.

m. Unsightly or Unkempt Conditions. The pursuit of hobbies or other activities, including, but not limited to the assembly and disassembly of motor vehicles and other mechanical devices, which might tend to cause disorderly, unsightly, or unkempt conditions, shall not be pursued or undertaken on any part of the Condominium. Clothing, bedding, rugs, mops, appliances, indoor furniture, and other household items shall not be placed or stored outside the Unit.

n. Garage Sales. Garage sales, yard sales, flea markets, or similar activities are prohibited unless approved in writing by the Board of Directors.

o. Window Treatments. The color of all window treatments visible from outside the Unit must be white, off-white, or a natural wood color. Bed sheets shall not be used as window treatment.

p. Antennas and Sateliite Djshes. Except as provided below, no satellite dish, antenna or other device for the transmission or reception of television signals, radio signals or any form of electromagnetic wave or radiation shall be erected, used or maintained on any portion of the Condominium, including the Unit or limited Common Elements; provided, however, that the Association shall have the right to erect, construct and maintain such devices. The following shall apply to all Unit Owners:

i. No transmission antenna, of any kind, may be erected anywhere on the Condominium, including the Units, without written approval of the Board of Directors or the Architectural Control Committee.

ii. BS and MMDS satellite dishes or antennas one meter or less in diameter and television broadcast service antennas may only be installed in accordance with Federal Communication Commission (FCC) rules and the rules and regulations of the Association, both as may be amended from time to lime.

q. Grjlljng. The use of outdoor grills on any portion of the Condominium, including, without limitation, a deck, balcony, or courtyard shall be governed by applicable state laws and local ordinances having jurisdiction over the Condominium.

r. Abandoned personal Property. Personal property, other than vehicles as provided for in subparagraph (i) shall not be kept, or allowed to remain for more than twenty-four (24) hours upon any portion of the Common Elements, other than on a Limited Common Element, without prior written Board permission. If the Board determines that a violation exists, then, not less than two (2) days after written notice is placed on the personal property and/or on the front door of the property owner's Unit, if known, the Board may remove and either discard or store the personal property in a location which the Board may determine and shall have no obligation to return, replace or reimburse the owner of the property. The notice shall include the name and telephone number of the person or entity which will

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Bk 04246 Pg 0139 remove the property and the name and telephone number of a person to contact regarding the alleged violation.

s. Reptacjng Carpet wjth Jile or Hardwood floors. Other than the Declarant, no Owner, Occupant, or any other person may replace carpeting with a tile, marble, vinyl, hardwood floor, or other hard surfaced flooring material, on the interior floor of a Unit which is located above another Unit without first obtaining written approval of the Declarant or the Architectural Control Committee, as applicable, as set forth in Paragraph 13. Among other factors, the Declarant or the Architectural Control Committee, as applicable, may consider whether the change will cause noise to any Unit below which will exceed the average noise level in Units below Units with carpeted floors and that the weight of such proposed flooring is appropriate and will not cause problems to the structure or subflooring.

t. Sale Period, Notwithstanding any provisions contained in this Declaration to the contrary, during the period of the sale of the Condominium Units it shall be expressly permissible for Declarant, its contractors, agents, employees, assigns and representatives, to maintain and carry on, upon such portion of the Condominium as Declarant may deem necessary, such facilities and activities as in the sole opinion of Declarant may be reasonably required, convenient or incidental to the completion and sale of the Condominium Units, including, but without limitation, business offices, signs, model Units and sales offices. The right to maintain and carry on such facilities and activities shall include specifically the right to use the parking facilities on the Condominium for such purposes and to use the Units owned by Declarant as model Units and as offices for the sale of the Condominium Units and related activities.

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Bk 04246 Pg !H40 1.5. LEASING In order to preserve the character ofthe Condominium as predominantly owner-occupied, and to comply with the eligibility requirements for financing in the secondary mortgage market, the leasing of Units shall be governed by the restrictions imposed by this Paragraph. Except as provided herein, the leasing of Units shall be prohibited. "Leasing," for the purposes of this Declaration, is defined as regular, exclusive occupancy of a Unit by any Person other than the Owner. For purposes hereof, occupancy by a roommate of an Owner who occupies the Unit as such Owner's primary residence shall not constitute Leasing hereunder.

a. General. Owners desiring to lease their Units may do so only if they have applied for and received from the Board of Directors either a "Leasing Permit" or a "Hardship Leasing Permit." Such a permit, upon its issuance, will allow an Owner to lease his or her Unit provided that such Leasing is in strict accordance with the terms of the permit and this Paragraph. The Board of Directors shall have the authority to establish conditions as to the duration and use of such permits consistent with this Paragraph. All leasing Permits and Hardship Leasing Permits shall be valid only as to a specific Unit Owner and Unit and shall not be transferable between either Units or Unit Owners, but shall be transferable to successors in title to the same Unit.

b. Leasjng Permits. An Owner's request for a Leasing Permit shall be approved if current, outstanding Leasing Permits have not been issued for more than twenty-five percent (25%)

of the total number of Units (excluding Units owned by the Declarant) in the Condominium. A Leasing Permit shall be automatically revoked upon the happening of any of the following events: (1) the sale or transfer of the Unit to a third party (excluding sales or transfers to (a) an Owner's spouse, (b) a person cohabitating with the Owner, and (c) a corporation, partnership, company, or legal entity in which the Owner is a principal); (2) the failure of a Unit Owner to lease his or her Unit within one hundred eighty (180) days of the Leasing Permit having been issued; (3) the failure of a Unit Owner to have his or her Unit leased for any consecutive one hundred eighty ( 180) day period thereafter; or (4) the occurrence of the date referenced in a written notification by the Owner to the Association that the Owner will, as of said date, no longer need the Leasing Permit.

If current Leasing Permits have been issued for more than twenty-five percent (25%) of the total number of Units (excluding Units owned by the Declarant), no additional Leasing Permits shall be issued (except for Hardship Leasing Permits) until the number of outstanding current Leasing Permits falls below twenty-five percent (25%) of the total number of Units (excluding Units owned by the Declarant) in the Condominium. Owners who have been denied a Leasing Permit shall automatically be placed on a waiting list for a Leasing Permit and shall be issued the same if they so desire when the number of current outstanding Leasing Permits issued falls to twenty-five percent (25%) or less of the total number of Units (excluding Units owned by the Declarant) in the Condominium.

The issuance of a Hardship Leasing Permit to an Owner shall not cause the Owner to be removed from the waiting list for a Leasing Permit.

c. Hardship Leasing Permjts. If the failure to lease will result in a hardship, the Owner may seek to lease on a hardship basis by applying to the Board of Directors for a Hardship Leasing Permit. The Board of Directors shall have the authority to issue or deny requests for Hardship Leasing Permits in its discretion after considering the following factors: ( 1) the nature, degree, and likely duration of the hardship, (2) the harm, if any, which will result to

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Bk (14246 Pe 0141 the Condominium if the permit is approved, (3) the number of Hardship leasing Permits which have been issued to other Owners, (4) the Owner's ability to cure the hardship, and

(5) whether previous Hardship leasing Permits have been issued to the Owner. A "hardship" as described herein shall include, but not be limited to the following situations:

( 1) a Unit Owner must relocate his or her residence outside the greater Atlanta metropolitan area and cannot, within six (6) months from the date that the Unit was placed on the market, sell the Unit except at a price below the current appraised market value, after having made reasonable efforts to do so; (2) where the Owner dies and the Uni! is being administered by his or her estate; and (3) the Owner takes a leave of absence or temporarily relocates and intends to return to reside in the Unit. Hardship Leasing Permits shall be valid for a term not to exceed one (1) year. Owners may apply for additional Hardship Leasing Permits. Hardship leasing Permits shall be automatically revoked if during the term of the permit, the Owner is approved for and receives a Leasing Permit.

d. Leasing Provisions. Leasing which is authorized, pursuant to permit, hereunder shall be governed by the following provisions:

i. Notice. At least seven (7) days prior to entering into the lease of a Unit, the Owner shall provide the Board with a copy of the proposed lease agreement. The Board shall approve or disapprove the form of said lease. In the event a lease is disapproved, the Board shall notify the Owner of the requisite action to be taken in order to bring the lease in compliance with the Declaration and any rules and regulations adopted pursuant thereto.

ii. General. Units may be leased only in their entirety; no fraction or portion may be leased without prior written Board approval. All leases shall be in writing and in a form approved by the Board prior to the effective date of the lease. The Board may maintain and, upon request, provide a form which is deemed acceptable. There shall be no subleasing of Units or assignment of leases without prior written Board approval. All leases must be for an initial term of not less than one (1) year, except with written Board approval, which shall not be unreasonably withheld in cases of undue hardship. Within ten (10) days after executing a lease agreement for the lease of a Unit, the Owner shall provide the Board with a copy of the lease and the name of the lessee and all other people occupying the Unit. The Owner must provide the lessee copies of the Declaration, Bylaws, and the rules and regulations. Nothing herein shall be construed as giving the Association the right to approve or disapprove a proposed lessee; the Board's approval or disapproval shall be limited to the form of the proposed lease.

iii. liability for Assessments Use of Common Elements and Comoliance with Declaratjon. Bylaws and Rules and Regulatjons. Each Owner covenants and agrees that any lease of a Unit 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, and the lessee, by occupancy of the Unit,· agrees to the applicability of this covenant and incorporation of the following language into the lease:

(1) Compliance with Declaration. Bylaws, and Rules and Regulations. The lessee shall comply with all provisions of the Declaration, Bylaws, and rules and regulations adopted pursuant thereto and shall control the conduct of all other Occupants and guests of the leased Unit in order to ensure such compliance.

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Bk 04246 Pg 0142 The Owner shall cause all Occupants of his or her Unit to comply with the Declaration, Bylaws, and the rules and regulations adopted pursuant thereto, and shall be responsible for all violations by such Occupants, notwithstanding the fact that such Occupants of the Unit are fully liable and may be sanctioned for any such violation. If the lessee, or a person living with the lessee, violates the Declaration, Bylaws, or a rule or regulation for which a fine is imposed, notice of the violation shall be given to the Owner and the lessee, and such fine may be assessed against the lessee in accordance with Article V of the Bylaws. If the fine is not paid by the lessee within the time period set by the Board, the Owner shall pay the fine upon notice from the Association of the lessee's failure lo pay the fine.

Unpaid fines shall constitute a lien against the Unit.

(2) Use of Common Elements. 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 Elements, including but not limited to, the use of any and all recreational facilities and other amenities.

(3) liabjlity for Assessments. When a Unit Owner who is leasing his or her Unit 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 the Declaration 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.

e. Applicabjlity of lhjs Paragraph. Notwithstanding the above, this Paragraph shall not apply to any leasing transaction entered into by the Declarant (regardless of whether said lease is entered into prior to or after the expiration of the Declarant's right to appoint and remove officers and directors of the Association pursuant to Article 111, Section 2 of the Bylaws),

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Ek 04246 Pg 0143 the principals of the Declarant, the Association, or the holder of any first Mortgage on a Unit who becomes the Owner of a Unit through foreclosure or any other means pursuant to the satisfaction of the indebtedness secured by such Mortgage. Such parties shall be permitted to lease a Unit without first obtaining a permit in accordance with this Paragraph, and such Units shall not considered as being leased in determining the maximum number of Units that may be leased in accordance with this Paragraph.

16. SALE OF UNITS

17. MAINTENANCE RESPONSIBILITY

a. Each Owner shall have the obligation to maintain and keep in good repair all portions of his or her Unit, all Limited Common Element balconies, decks or courtyards, and all improvements made by the Owner to the Limited Common Elements assigned to the Unit except any portion of a Unit which is expressly made the maintenance obligation of the Association as set forth in subparagraph (b) below. This maintenance responsibility shall include, but not be limited to the following: all glass surfaces (excluding exterior cleaning), skylights, windows, window frames (except for periodic painting, staining and/or cleaning of the exterior window frames), casings and locks (including caulking of windows); all doors, doorways, door frames, and hardware that are part of the entry system of the Unit (except for periodic painting, staining and/or cleaning of the exterior surface of entry doors and door frames facing the hallway of the Condominium); all portions of the heating and air conditioning system, including the air conditioning compressor and the fan coil serving the Unit; and all pipes, lines, ducts, conduits, or other apparatus which serve only the Unit, whether located within or without a Unit's boundaries (including all electricity, water, sewer, or air conditioning pipes, lines, ducts, conduits, or other apparatus serving only the Unit).

i. To keep in a neat, clean and sanitary condition any Limited Common Elements serving his or her Unit.

ii. To perform his or her responsibility in such manner so as not to unreasonably disturb other persons in other Units.

iii. To promptly report to the Association or its agent any defect or need for repairs, for which the Association is responsible.

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Bk (14246 Pg 0144 iv. To pay for the cost of repairing, replacing or cleaning up any item which is the responsibility of the Unit Owner but which responsibility such Owner fails or refuses to discharge (which the Association shall have the right, but not the obligation, to do), or to pay for the cost of repairing, replacing, or cleaning up any item which, although the responsibility of the Association, is necessitated by reason of the willful or negligent act of the Unit Owner, his or her family, tenants or guests, with the cost thereof to be added to and become part of the Unit Owner's next chargeable assessment.

b. By the Association The Association shall maintain and keep in good repair as a Common Expense the "Area of Common Responsibility," which includes the following:

i. all Common Elements, including any Limited Common Elements, but excluding all balconies, decks and courtyards assigned as Limited Common Elements, and excluding all improvements made to Limited Common Elements; provided, however, the cost of maintenance and repair of Limited Common Elements may be assessed against the Unit Owner to whom the Limited Common Element is assigned except for the Limited Common Element carport, which shall be assessed against the Owners to whom it is assigned, as authorized under Paragraph 8{b)(i);

ii. periodic painting, staining and/or cleaning of exterior surfaces of the Condominium buildings, exterior window frames, and entry doors and door frames facing the hallway of the Condominium, on a schedule to be determined by the Board of Directors; and Subject to the maintenance responsibilities herein provided, any maintenance or repair performed on or to the Common Elements by an Owner or Occupant which is the responsibility of the Association hereunder (including, but not limited to landscaping of Common Elements) 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 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 Elements or from any pipe, drain, conduit, appliance or equipment which 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 of the Common Elements 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 which may be stored in or upon any of the Common Elements. The Association shall not be liable to any Owner, or any Owner's Occupant,

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c. d. Bk {14146 Pg 0145 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 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 orperformedbytheAssociation 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.

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.

Measures Related to Insurance Coverage.

i. The Board of Directors, upon resolution, shall have the authority to require all or any Unit Owner(s) to do any act or perform any work involving portions of the Condominium which are the maintenance responsibility of the Unit Owner, which will, in the Board's sole discretion, decrease the possibility of fire or other damage in the Condominium, reduce the insurance premium paid by the Association for any insurance coverage or otherwise assist the Board in procuring or maintaining such insurance coverage. This authority shall include, but need not be limited to, requiring Owners to install and maintain smoke detectors, requiring Owners to certify that they have checked the batteries for their smoke detectors, requiring Owners to allow the Association to inspect the smoke detectors and replace batteries if needed on a schedule to be determined by the Board of Directors, requiring Owners to make improvements to the Owner's Unit, and such other measures as the Board may reasonably require so long as the cost of such work does not exceed Three Hundred and No/100 Dollars ($300.00) per Unit in any twelve (12) month period.

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Bk 04246 Pg 0146 ii. In addition to, and not in limitation of, any other rights the Association may have, if any Unit Owner does not comply wilh any requirement made by the Board of Directors pursuant to subparagraph (d)(i) above, the Association, upon fifteen (15) days' written notice (during which period the Unit Owner may perform the required act or work without further liability), may perform such required act or work at the Unit Owner's sole cost. Such cost shall be an assessment and a lien against the Unit as provided herein. The Association shall have all rights necessary to implement the requirements mandated by the Board pursuant to subparagraph (d)(i) of this Paragraph, including, but not limited to, a right of entry during reasonable hours and after reasonable notice to the Owner or Occupant of the Unit, except that access may be had at any time without notice in an emergency situation.

18. MORTGAGEE'S RIGHTS

a. Unless at least two-thirds (2/3) of the first Mortgagees or Unit Owners give their consent, the Association or the membership shall not:

i. by act or omission seek to abandon or terminate the Condominium;

ii. change the pro rata interest or obligations of any individual Unit for the purpose of ( 1)

levying assessments or charges or allocating distributions of hazard insurance proceeds or condemnation awards; or (2) determining the pro rata share of ownership of each Unit in the Common Elements;

iii. partition or subdivide any Unit in any manner inconsistent with the provisions of this Declaration;

iv. by act or omission seek to abandon, partition, subdivide, encumber, sell, or transfer the Common Elements (the granting of easements or licenses, as authorized herein, shall not be deemed a transfer within the meaning of this clause); or

v. use hazard insurance proceeds for losses to any portion of the Condominium (whether to Units or to Common Elements) for other than the repair, replacement, or reconstruction of such portion of the Condominium.

b. Where the Mortgagee holding a first Mortgage of record, a secondary purchase money Mortgage of record (provided that neither the grantee nor any successor grantee on the secondary purchase money Mortgage is the seller of the Unit) or other purchaser of a Unit obtains title pursuant to judicial or non-judicial foreclosure of the Mortgage, it shall not be liable, nor shall the Unit be subject to a lien, for the share of the Common Expenses or assessments by the Association chargeable to such Unit which became due prior to such acquisition of title. Such unpaid share of Common Expenses or assessments shall be deemed to be Common Expenses collectible from Owners of all the Units, including such acquirer, its successors and assigns. Additionally, such acquirer shall be responsible

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Ek 04246 Pg 0147 for all charges accruing subsequent to the passage of title, including, but not limited to, all charges for the month in which title is passed.

c. Upon written request to the Association, identifying the name and address of the holder and the Unit number or address, any Eligible Mortgage Holder will be entitled to timely written notice of:

i. any condemnation loss or any casualty loss which affects a material portion of the Condominium or any Unit on which there is a first Mortgage held by such Eligible Mortgage Holder;

ii. any delinquency in the payment of assessments or charges owed by an Owner of a Unit subject to a first Mortgage held by such Eligible Mortgage Holder which remains unsatisfied for a period of sixty (60) days, and any default in the performance by an individual Unit Owner of any other obligation under the Condominium Instruments which is not cured within sixty (60) days;

iii. any lapse, cancellation, or material modification of any insurance policy or fidelity bond maintained by the Association; or iv. any proposed action which would require the consent of a specified percentage of Eligible Mortgage Holders, as specified herein.

d. Upon written request to the Association, identifying the name and address of the holder and the Unit number or address, any Eligible Mortgage Holder, or insurer or guarantor of a first mortgage on a Unit, will be entitled to timely written notice of:

i. any proposed amendment of the Condominium Instruments effecting a change in {a)

the boundaries of any Unit or the exclusive easement rights appertaining thereto; (b)

the interests in the Common Elements or Limited Common Elements appertaining to any Unit or the liability for Common Expenses appertaining thereto; (c) the number of votes in the Association appertaining to any Unit; or (d) the purposes to which any Unit or the Common Elements are restricted;

ii. any proposed termination of the Condominium;

iii. any condemnation loss or any casualty loss which affects a material portion of the Condominium or any Unit on which there is a first Mortgage held by such Eligible Mortgage Holder;

iv. any delinquency in the payment of assessments or charges owed by an Owner of a Unit subject to a first Mortgage held by such Eligible Mortgage Holder which remains unsatisfied for a period of sixty (60) days, and any default in the performance by an individual Unit Owner of any other obligation under the Condominium Instruments which is not cured within sixty (60) days;

v. any lapse, cancellation, or material modification of any insurance policy or fidelity bond maintained by the Association; or vi. any proposed action which would require the consent of a specified percentage of Eligible Mortgage Holders, as specified herein.

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E>k (}4246 Pg 0148

e. Any holder of a first Mortgage shall be entitled, upon written request, to receive within a reasonable time after request, a copy of the financial statement of the Association for the immediately preceding fiscal year, free of charge to the Mortgagee so requesting.

f. Not withstanding anything to the contrary herein contained, the provisions of Paragraphs 15 and 16 governing sales and leases shall not apply to impair the right of any first Mortgagee to:

i. foreclose or take title to a Unit pursuant to remedies contained in its Mortgage;

or ii. take a deed or assignment in lieu of foreclosure; or iii. sell, lease, or otherwise dispose of a Unit acquired by the Mortgagee

g. No Prjorjty. No provision of this Declaration or the Bylaws gives or shall be construed as giving any Owner or other party priority over any rights of the first mortgagee of any Unit in the case of distribution to such Owner of insurance proceeds or condemnation awards for losses to or a taking of the Common Elements.

h. Notice to Association. Upon request, each Owner shall be obligated to furnish to the Association the name and address of any mortgagee encumbering such Owner's Unit.

i. failure of Mortgagee to Respond. Any Mortgagee who receives a written request from the Board to respond to any action shall be deemed to have approved such action if the Association does not receive a written response from the Mortgagee within thirty (30)

days of the date of the Association's request, provided such request is delivered to the Mortgagee by certified or registered mail, return receipt requested.

j. Construction of this paragraph. Nothing contained in this Paragraph shall be construed to reduce the percentage vote that must otherwise be obtained under the Condominium Instruments or Georgia law for any of the actions set forth in this Paragraph.

19. GENERAL PROVISIONS

a. Securjty. The association or the declarant may, but shall not be required to, from time to time, provide measures or take actions which directly or indirectly improve security on the condominium; however, each owner, for himself or herself and his or her tenants, guests, licensees, and invitees, acknowledges and agrees that neither the association nor the declarant is a provider of security and neither party shall have a duty to provide security on the condominium. Furthermore, the association does not guarantee that non-unit owners and non-occupants will not gain access to the property and commit criminal acts on the property nor does the association guarantee that criminal acts on the property will not be committed by other unit owners or occupants. It shall be the responsibility of each owner to protect his or her person and property and all responsibility to provide such security shall lie solely with each unit owner. Neither declaranl nor the association shall be held liable for any loss or damage by reason of failure to provide adequate security or ineffectiveness of measures undertaken.

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Lk 04246 Pg 0149

b. Resolution. Prior to filing a lawsuit against the Association, the Board, or any officer, director, or property manager of the Association, a Unit Owner or Occupant must request and attend a hearing with the Board of Directors. Any such request shall be in writing and shall be personally delivered to any member of the Board of Directors or the property manager, if any, of the Association. The Owner or Occupant shall, in such request and at the hearing, make a good faith effort to explain the grievance to the Board and resolve the dispute in an amicable fashion, and shall give the Board a reasonable opportunity to address the Owner's or Occupant's grievance before filing suit. Upon receiving a request for a hearing, the Board shall give notice of the date, time and place of the hearing to the person requesting the hearing. The Board shall schedule this hearing for a date not less than seven (7) or more than twenty-one (21) days from the date of receipt of the request.

Should the results of the hearing be unsatisfactory to any involved party, all parties agree to enter into mediation in good faith prior to the filing of any lawsuit against the Association, the Board, or any officer, director or property manager of the Association.

c. Parking Spaces and \/ehicles. Neither the Declarant nor the Association shall be held liable for any loss or damage arising from theft, vandalism, malicious mischief, or any loss or damage resulting from water or acid damage, to any property placed or kept in any parking space in the Condominium. Each Owner or Occupant with use of a parking space who places or keeps a vehicle and/or any personal property in the vehicle or parking space does so at his or her own risk.

d. Unit Keys. At the request of the Association, each Owner, by acceptance of a deed to a Unit, agrees to provide the Association with a key to the Unit (and the security alarm code, if any)

to be used by the Association for maintenance, emergency, security or safety purposes as provided in Paragraph 9(a) of this Declaration and for pest control, if necessary, as provided in Paragraph 21(e) of this Declaration. Neither the Declarant nor the Association shall be liable for any loss or damage due to its holding such key, or use of such key for the purposes described above and each Unit Owner shall indemnify and hold harmless the Declarant, the Association and its officers and directors against any and all expenses, including attorney's fees, reasonably incurred by or imposed upon the Declarant, the Association or its officers or directors in connection with any action, suit, or other proceeding (including settlement of any such action, suit or proceeding) brought by the Unit Owner or the Unit Owner's family, tenants, guests, employees, invitees, or licensees against the Declarant, the Association, its officers or directors arising out of or relating to its holding or use of such key for the purposes described above.

e. Right of Action. All Owners hereby acknowledge and agree that the Association shall not be entitled to institute any legal action against anyone on behalf of any or all of the Owners which is based on any alleged defect in any Unit or the Common Elements, or any damage allegedly sustained by any Owner by reason thereof, but rather, that all such actions shall be instituted by the Person(s) owning such Units or served by such Common Elements or allegedly sustaining such damage. Notwithstanding the above, once the Declarant no longer has the right to appoint and remove directors and officers, as set forth in Article 111, Part A, Section 2 of the Bylaws, the Association Board of Directors may negotiate the resolution of any alleged defecl(s) in the Common Elements and Area of Common Responsibility on behalf of the Unit Owners and shall have the right and authority to settle and release on behalf of any and all of the Unit Owners claims, causes of action, damages and suits involving the same. Any such settlement and release shall bind all Unit Owners and their successors and assigns. As set forth in Paragraph 22

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Bk 04246 Pg 015()

hereof, no amendment to this Declaration shall (i) modify, alter, or delete any provision of this Declaration that benefits the Declarant or any rights, privileges, easements, protections, or defenses of the Declarant; or (ii) alter the rights of the Unit Owners or the Association in relationship to the Declarant, without the written consent of the Oeclarant attached to and recorded with such amendment.

f. Successor Declarants. Any successor to the Declarant shall not be responsible or subject to liability by operation of law or through the purchase of Oeclaranl's interest in the Condominium or any portion thereof at foreclosure or otherwise for any act, omission, or matter occurring or arising from any act, omission, or matter occurring prior to the time the successor succeeded to the interest of the Oeclarant.

g. Disciosures. Each Owner and Occupant acknowledges the following:

i. The Condominium is located adjacent to thoroughfares that may be affected by traffic and noise from time to time and may be improved or widened in the future.

ii. Views from an Owner's Unit may change over time due to among other circumstances, additional development and the removal or addition of landscaping.

iii. No representations are made regarding the zoning of adjacent property, or that the category to which adjacent property is zoned may not change in the future.

iv. No representations are made regarding the schools that currently or in the future serve the Unit.

v. Since in every neighborhood, there are conditions which different people may find objectionable, tl is acknowledged that there may be conditions outside of the Condominium property that an Owner or Occupant may find objectionable and that it shall be the sole responsibility of the Owners and Occupants to become acquainted with neighborhood conditions which could affect the Unit.

vi. No representations are made that the Unit is or will be soundproof or that sound may not be transmitted from one Unit to another.

vii. The Condominium floor plans and the dimensions and square footage calculations shown thereon are only approximations. Any Unit Owner who is concerned about any representations regarding the floor plans should do his/her own investigation as to the dimensions, measurements and square footage of his/her Unit viii. All Owners and Occupants acknowledge and understand that the Declarant will be renovating portions of the Condominium and engaging in construction activities related to the renovation. Such renovation and construction activities may, from time to time, produce certain conditions on the Condominium, including, without limitation: (i) noise or sound that is objectionable because of its volume, duration, frequency or shrillness;

(ii) smoke; (iii) noxious, toxic, or corrosive fumes or gases; (iv) obnoxious odors; (v)

dust, dirt or flying ash; (vi) unusual fire or explosion hazards; (vii) temporary interruption of utilities; and/or (vii) other conditions that may threaten the security or safety of Persons on the Condominium. Notwithstanding the foregoing, all Owners and Occupants agree that such conditions on the Condominium resulting from renovation and construction activities shall not be deemed a nuisance and shall not

Page 42

h. Bk 04246 Pg 0151 cause Declarant and its agents to be deemed in violation of any provision of the Declaration.

Seryices Puring Qeclarant Control. Each Owner acknowledges that Declarant and its affiliates may provide services utilized by communities such as this Condominium including, but not limited to, management services. Each Owner consents and agrees that the Association may enter into service contracts with Declarant and its affiliates.

20. EMINENT DOMAIN.

In the event of taking by condemnation or by eminent domain, the provisions of the Act shall prevail and govern; provided, however, that any proceeds received for a taking of the Common Elements (other than Limited Common Elements) by condemnation or eminent domain shall, at the option of the Board, either be allocated to the Owners pursuant to O.C.G.A. § 44-3-97(a), as amended, or be deposited into the Association's operating account or reserve account to be applied to Common Expenses. Each holder of a first Mortgage shall be entitled to written notice of any such condemnation proceedings, and nothing in the Condominium Instruments shall be cons1rued to give a priority to any Unit Owner in the distribution of proceeds to such Unit.

21. EASEMENTS.

a. Use and Enioyment. Each Unit Owner and Occupant shall have a right and a nonexclusive easement of use and enjoyment in and to the Common Elements (including the right of access, ingress and egress to and from his or her Unit over those portions of the Condominium designated for such purpose), and such non-exclusive easement shall be appurtenant to and shall pass with the title to such Unit, subject to (i) the rights of the Unit Owners to the exclusive use of the Limited Common Elements assigned to their respective Units; (ii) to the right of the Association to control the use and enjoyment of the Common Elements as provided by the terms of this Declaration including, but not limited to, the right of the Association to suspend voting and use privileges as provided herein; and (iiO the right of the Association to have access to the Units and Limited Common Elements assigned to a Unit to discharge its rights and obligations, under the Condominium Instruments, including without limitation, the maintenance responsibility of the Association.

b. Supoort. Every portion of a Unit and all Limited Common Elements contributing to the support of an abutting Unit shall be burdened with a non-exclusive easement of support for the benefit of such abutting Unit

c. Encroachments. The Units and Common Elements shall be subject to non-exclusive easements of encroachment as set forth in the Act.

d. ~-To the extent that the splinkler system or any utility line, pipe, wire, or conduit serving any Unit, Units or the Common Elements shall lie wholly or partially within the boundaries of another Unit or the Common Elements, such other Unit, Units, or the Common Elements shall be burdened with a non- exclusive easement for the use, maintenance, repair and replacement of such splink!er system, utility line, pipe, wire or conduit, such non-exclusive easement to be in favor of the Unit, Units, or Common Elements served by the same and the Association. It shall be the obligation of the benefited Owner to maintain, replace and repair any pipe, line, conduit, duct or wire owned by such Owner, even if such pipe, line conduit, duct or wire is located within the boundaries of a Unit of another Owner. In such circumstance, the benefited Owner shall repair all incidental damage to any Unit resulting from performance of any such work. All Unit Owners hereby covenant and agree that as

Page 43

Bk 04246 Pg 0152 finish levels can have varying degrees, such repairs will be complete only to the extent of being "paint-ready''. Components that may require repair or replacement, such as tile and trim, will be reinstalled only to the extent of readily available materials or similar materials (trim and such will also be finished to "paint-ready''). Due to the uncontrollability of quality of repair, items such as faux paint treatment, wallpaper, ceiling/wall applique, and any other similar types of finishes, will not be the responsibility of the benefited Owner.

e. pest Control. The Association may but shall not be obligated to dispense chemicals for the extermination of insects and pests within the Units and Common Elements. In the event the Association chooses to provide such pest control, the Association and its duly authorized contraclors, representatives, and agents shall have an easement to enter Units for the purpose of dispensing chemicals for the exterminating of insects and pests within the Units and Common Elements. Unit Owners shall e~ provide a key to the Unit for purpose of such entry or have someone available at such times as are designated by the Board of Directors to allow entry into the Unit for this purpose.

The Association shall not be liable for any illness, damage, or injury caused by the dispensing of these chemicals for this purpose.

f. Community Bulletin Board. As part of the Common Elements maintained by the Association, Declarant and/or the Board shall have the right, but not the obligation, to erect on the Condominium a bulletin board primarily for the use of Unit Owners in advertising their Units for sale. For so long as the Association desires to maintain this bulletin board, each Unit Owner and his licensed real estate broker and agent may use the Condominium for access, ingress and egress to and from this bulletin board; provided, however, the use of the bulletin board shall be subject to such reasonable nondiscriminatory rules and regulations as may be adopted or promulgated by the Board regulating the size and duration of such advertisements. Declarant or Board may terminate use of this bulletin board entirely at any time, and no property rights of any kind are created hereby.

g. Qeclarant Easements. For so long as Declarant owns any Unit primarily for the purpose of sale, Declarant and its duly authorized contractors, subcontractors, representatives, agents, associates, employees, tenants and successors and assigns shall have: (1) a non-exclusive easement for access and ingress to, egress from and use of the Common Elements for the placement and maintenance of signs, banners, balloons, decorations marketing materials and tables, a sales office, a leasing office, a business office, promotional facilities and model Units on any portion of the Condominium, together with such other facilities as in the opinion of Declarant may be reasonably required, convenient or incidental to the completion, renovation, improvement, development, sale or lease of any Unit; (2) a non-exclusive easement to use the Common Elements for special events and promotional activities;

(3) a transferable, non-exclusive easement on, over, 1hrough, under and across the Common Elements and Limited Common Elements for the purpose of making improvements on the Condominium or any portion thereof, for the purpose of constructing, installing, replacing, repairing, restoring and maintaining all utilities, buildings, driveways, landscaping and any other improvements on the Condominium property or serving the Condominium, and for the purpose of doing all things reasonably necessary and proper in connection therewith.

h. Easements jn Favor of Additional Property Owner. There is reserved to Declarant and its successors and assigns, including any purchaser of the Additional Property, a non-exclusive easement upon, across, above and under all property within the Condominium (including 1he Common Elements and Limited Common Elements} for purposes of developing the Additional Property whether or not it is developed as part of the Condominium. In accordance therewith and until such time as Declarant or its successors record an amendment to the Declaration effecting the submission of the Additional Property (which is not required), then it shall be eXPfeSS!y permissible for

Page 44

F,k 04246 Pg 0153 Declarant and its successors and assigns to maintain and carry on, upon such portion of the Condominium as Declarant may deem necessary, such facilities and aclivilies as in the sole opinion of Declarant may be required, convenient or incidental to Declarant's development, construction and sales aclivilies related to developing the Additional Property whether or not it is developed as part of the Condominium including, but without limitation, the following:

i. the right of access, ingress and egress for vehicular and pedestrian traffic over, under, on or in the Condominium;

ii. 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, eledrtcal, telephone, natural gas, water, sewer and drainage lines and facilities constructed or installed in, on, under and/or over the Condominium;

iii. the right to carry on sales and promotional activities in the community and the right to construct and operate business offices, signs, conslruclion trailers, residences, model Units, and sales offices. Declarant may use residences, offices or other Units owned or used by Declarant as model Units and sales offices.

Rights exercised pursuant to such 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 his or her sole expense. This Paragraph shall not be amended without the Declaranfs or Declarant's successor's and assign's express written consent, so long as the Additional Property has not been submitted to the Condominium.

i. Facade Easement and Historic Preservation Ordinance. The Condominium is subject to all the terms of the Facade Easement and Historic Preservation Ordinance, including, without limitation, requirements with regard to all architectural modifications or additions. The Association and Owners shall comply with all maintenance, repair, or other obligations required by the terms of the Facade Easement and Historic Preservation Ordinance.

22. AMENDMENTS.

In addition to the above, material amendments to this Declaration must be approved by Eligible Mortgage Holders who represent at least liity-one percent (51 %) of the votes of Units that are subject to Mortgages held by Eligible Mortgage Holders. Notwithstanding the above, the approval of any proposed

Page 45

Bk !14246 Pg !1154 amendment by an Eligible Mortgage Holder shall be deemed implied and consented to if the Eligible Mortgage Holder fails to submit a response to any written proposal for an amendment within thirty (30) days after !he Eligible Mortgage Holder receives notice of !he proposed amendment sent by certified or registered mail, return receipt requested. Material amendments are !hose that establish, provide for, govern or regulate any of the following:

a. Voting;

b. Assessments, assessment liens or subordination of such liens;

c. Reserves for maintenance, repair and replacement of the Common Elements;

d. Insurance or fidelity bonds;

e. Rights to use of the Common Elements;

f. Responsibility for maintenance and repair of the Condominium;

g. Expansion or contraction of the Condominium or the addition, annexation or withdrawal of property to or from the Condominium, except the submission of the Additional Property to the Condominium as set forth in this Declaration;

h. Boundaries of any Unit;

i. The interests in the Common Elements or Limited Common Elements;

j. Convertibility of Units into Common Elements or of Common Elements into Units;

k. Leasing of Units;

I. Imposition of any right of first refusal or similar restriction on the right of a Unit Owner to sell, transfer, or otherwise convey his or her Unit in the Condominium;

m. Establishment of self-management by the Condominium Association where professional management has been required by any of the agencies or corporations set forth below; and

n. Amendment of any provisions !hat are for the express benefit of Eligible Mortgage holders or insurers or guarantors of first mortgages on Units in the Condominium.

Notwithstanding the foregoing, Declarant or the Board of Directors, without the necessity of a vote from the Owners, may amend this Declaration to correct any scriveners errors, comply with any applicable state, city or federal law, and/or to bring the Condominium into compliance with applicable rules and regulations of the Federal National Mortgage Association ("Fannie Mae"), the Department of Housing and Urban Development ("HUD") and the Veterans Administration ("VA") pursuant to federal law.

Page 46

Bk 04246 Pg 0155

23. SEVERABILITY.

24. DECLARANT RIGHTS.

Notwithstanding anything to the contrary herein, and in addition to Declarant's right to appoint and remove officers and directors under Article Ill, Section 2 of the Bylaws and other rights set forth herein, Declarant shall have the right, as long as Declarant owns at least one ( 1) Unit, to condud such sales, marketing, leasing, administrative and other activities at the Condominium as Declarant deems appropriate for the sale, marketing or leasing of any Unit and Declarant shall have a non-exdusive easement right aaoss the Common Elements to erect signs, banners, balloons and other decorations and to condud such other sales, marketing and leasing activities as provided herein. The expiration of Declarant's right to appoint and remove officers and directors of the Association pursuant to Article Ill, Section 2 of the Bylaws shall not terminate or alter the status of the above- referenced entity and its respective successors and assigns as the Dedarant hereunder or divest the Declarant of other rights specifically reserved to the Declarant herein.

25. EXPANSION OF THE CONDOMINIUM.

This option shall expire seven (7) years from the date of recording of this Declaration; provided, however, that ONners of Units to which tvlo-thirds (2/3) of the total vote in the Association appertain, excluding any votes appurtenant to any Unit or Units then owned by the Declarant, may consent to the extension of this expansion option within one (1) year prior to the date upon which the option would have otherwise expired. The maximum number of Units that may be created on the Additional Property and added to the Condominium is thirty (30).

The maximum average number of Units per acre that may be created on any portion of property added to the Condominium is 6.32. No assurances are made that any improvements will be made on all or any of the Additional Property which may be submitted to the Declaration. The Additional Property shall not necessarily be restricted exclusively to residential use, but shall be subject only to uses allowed by applicable zoning ordinances. No assurances are made that the units which may be built on all or any portion of the Additional Property will be substantially identical to the Units on the submitted property in any way whatsoever, including but not limited to the quality of construction, the principal materials to be used in such construction and architectural style. All improvements to be located on each portion of the Additional Property that is being submitted to the Condominium shall be substantially complete prior to its submission to the Condominium. The Declarant shall have the right to assign Limited Common Elements on the Additional Property, which may include Limited Common Elements different from those assigned in this Declaration and there shall be no limitations on the right to assign Limited Common Elements on the Additional Property. In addition, in the event that the Additional Property is added to the Condominium, Dedarant shall have the right, but not the obligation, to assign portions of the existing Condominium as Limited Common Elements to some or all of the Units existing as of the date of recording of this Declaration. The undivided interests in the Common Elements are allocated among the Condominium Units on the submitted property on the basis of the square footage of the Units and, in the event the Declaration is amended, to include any portion of the Additional Property, shall be reallocated among the Condominium Units on the submitted property and the Additional Property on the same basis. Any expansion under this Paragraph

Page 47

Bk !14246 Pg 0156 shaU be elfed:ed by Declaranfs executing and recording the amendments to this Declaration, the plats and the plans required by the Act and to reflect any differences in the subsequent phase or phases as contemplated by this Paragraph, at Declarants sole expense. The Condominium Units thereby created and added shall be owned by Declarant, but the Common Elements shall be owned by all of the Unit Owners.

26. PREPARER.

This Declaration was prepared by Jennifer Grayson Lytle, Attorney at Law. 1720 Epps Bridge Parkway, Suite 108-353, Athens. Georgia 30606.

[SIGNATURES ON FOLLOWING PAGE]

Page 48

Ek 04246 # 0157 In WITNESS WHEREOF, Declarant has executed this SECOND AMENDED AND RESTATED DECLARATION OF CONSOMINIUM FOR WHITEHALL MILL CONDOMINIUM under seal this 18ạẠạỊiday of July, 2014.

DECLARANT: WHITEHALL MILL CONDOMINIUM ASSOCIATION, INC.

A Georgia Non-profit Corporation

By: _ Lois A Cuch

Name: Lois A. Creech

Title: HOA President

Signed, sealed, and delivered

This 18t day of July 2014

In the presence of:

Benniter Lyte

Rudo Tahs

Notary Public

SUE ANN BROOKS

STATE OF GEORGIA NOTARY PUBLIC

CLARKE COUNTY

MY COMM. EXP. 4-15-18

Page 49

I 04246 P: 0158

Description of Submitted Property

Phase 1

ALL THAT TRACT OR PARCEL OF LAND LYING AND BEING IN G.M.D. 217 OF ATHENSCLARKE COUNTY, GEORGIA CONTAINING 8.787 ACRES AND BEING PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT A ½ REBAR SET AT THE INTERSECTION OF THE SOUTHEASTERLY RIGHT OF WAY OF WHITEHALL ROAD, HAVING A RIGHT OFWAY OF VARIABLE WIDTH AND THE SOUTHWESTERLY RIGHT OFWAY OF WHITE CIRCLE; THENCE RUNNING ALONG SAID RIGHT OF WAY OF WHITE CIRCLE THE FOLLOWING COURSES AND DISTANCES: SOUTH 12 DEGREES 09 MINUTES 17 SECONDS EAST FOR A DISTANCE OF 26.49 FEET SOUTH 14 DEGREES 44 MINUTES 36 SECONDS EAST FOR A DISTANCE OF 39 29 FEET SOUTH 22 DEGREES 51 MINUTES 43 SECONDS EAST FOR A DISTANCE OF 290.85 FEET TO A POINT;

SOUTH 29 DEGREES 36 MINUTES 15 SECONDS EAST FOR A DISTANCE OF 50.61 FEET THENCE LEAVING SAID RIGHT OFWAY AND RUNNING SOUTH 07 DEGREES 49 MINUTES 58 SECONDS EAST FOR A DISTANCE OF 123.78 FEET TO A POINT; THENCE SOUTH 37 DEGREES 11 MINUTES 24 SECONDS EAST FOR A DISTANCE OF 83.78 FEET TO A POINT; THENCE SOUTH 75 DEGREES 48 MINUTES 53 SECONDS EAST FOR A DISTANCE OF 112.00 FEET TO A POINT; THENCE NORTH 80 DEGREES 36 MINUTES 25 SECONDS EAST FOR A DISTANCE OF 289.00 FEET TO A POINT; THENCE NORTH 75 DEGREES 25 MINUTES 19 SECONDS EAST FOR A DISTANCE OF 417.17 FEET TO A POINT; THENCE SOUTH 21 DEGREES 35 MINUTES 55 SECONDS EAST FOR A DISTANCE OF 186.95 FEET TO A POINT LOCATED IN THE CENTERLINE OF NORTH OCONEE RIVER; THENCE RUNNING ALONG THE CENTERLINE OF SAID RIVER THE FOLLOWING COURSES AND DISTANCES:

SOUTH 65 DEGREES 09 MINUTES 47 SECONDS WEST FOR A DISTANCE OF 336.94 FEETTO A POINI;

SOUTH 67 DEGREES 08 MINUTES 10 SECONDS WEST FOR A DISTANCE OF 180.16 FEET TO A POINT;

SOUTH 74 DEGREES 41 MINUTES 39 SECONDS WEST FOR A DISTANCE OF 196.99 FEET TO A POINT;

NORTH 81 DEGREES 39 MINUTES 44 SECONDS WEST FOR A DISTANCE OF 117.24 FEET TO A POINT;

NORTH 66 DEGREES 27 MINUTES 23 SECONDS WEST FOR A DISTANCE OF 152.71 FEET TO A POINT;

NORTH 52 DEGREES 01 MINUTES 42 SECONDS WEST FOR A DISTANCE OF 104.02 FEETTO A POINT;

NORTH 26 DEGREES 46 MINUTES 03 SECONDS WEST FOR A DISTANCE OF 253.12 FEETTOAPONI;

NORTH 24 DEGREES 37 MINUTES 25 SECONDS WEST FOR A DISTANCE OF 316.81 FEET TO A POINT;

NORTH 26 DEGREES 24 MINUTES 47 SECONDS WEST FOR A DISTANCE OF 168.60 FEET TO A POINT ON THE SOUTHEASTERLY RIGHT OF WAY OF WHITEHALL ROAD; THENCE RUNNING ALONG THE SOUTHEASTERLY RIGHT OF WAY OF WHITEHALL ROAD ALONG A CURVE TO THE RIGHT HAVING A RADIUS OF 876.74 FEET AND AN ARC LENGTH OF 202.62 FEET, SAID ARC BEING SUBTENDED BY A CHORD OF NORTH 62 DEGREES 18 MINUTES 26 SECONDS EAST FOR A DISTANCE OF 202.17 FEET TO A NAIL SET; THENCE CONTINUING ALONG SAID RIGHT OF WAY SOUTH 21 DEGREES 04 MINUTES 20 SECONDS EAST FOR A DISTANCE OF 40.00 FEET TO A NAIL SET; THENCE CONTINUING ALONG SAID RIGHT OF WAY ALONG A CURVE TO THE RIGHT HAVING A RADIUS OF 836.74 FEET AND AN ARC LENGTH OF 42.50 FEET, SAID ARC BEING SUBTENDED BY A CHORD OF NORTH 70 DEGREES 23 MINUTES 00 SECONDS EAST FOR A DISTANCE OF 42.50 FEET TO A "½" REBAR SET ON THE SOUTHWESTERLY RIGHT OF WAY OF SAID WHITE CIRCLE, SAID REBAR BEING THE POINT OF BEGINNING.

Page 50

E: 04240 7 0159 EXHIBIT "A"

Description of Submitted Property

Phase 2

ALL THAT TRACT OR PARCEL OF LAND LYING AND BEING IN.

G.M.D. 217 OF ATHENS-CLARKE COUNTY, GEORGIA CONTAINING

3.731 ACRES AND BEING PARTICULARLY DESCRIBED AS FOLLOWS:

TO REACH THE TRUE POINT OF BEGINNING, COMMENCE AT A ½"

REBAR SET AT THE INTERSECTION OF THE SOUTHEASTERLY RIGHT OF

WAY OF WHITEHALL ROAD, HAVING A RIGHT OF WAY OF VARIABLE WIDTH

AND THE SOUTHWESTERLY RIGHT OF WAY OF WHITE CIRCLE; THENCE

RUNNING ALONG SAID RIGHT OF WAY OF WHITE CIRCLE THE

FOLLOWING COURSES AND DISTANCES:

SOUTH 12 DEGREES 09 MINUTES 17 SECONDS EAST FOR A

DISTANCE OF 26.49 FEET TO A POINT;

SOUTH 14 DEGREES 44 MINUTES 36 SECONDS EAST FOR A DISTANCE OF 39.29 FEET

TO A POINT;

SOUTH 22 DEGREES 51 MINUTES 43 SECONDS EAST FOR A DISTANCE OF 290.85

FEET TO A POINT;

SOUTH 29 DEGREES 36 MINUTES 15 SECONDS EAST FOR A

DISTANCE OF 50.61 FEET TO A POINT AND THE TRUE POINT OF

BEGINNING;

FROM THE TRUE POINT OF BEGINNING THUS ESTABLISHED,

CONTINUING ALONG THE SOUTHWESTERLY, SOUTHERLY, AND

SOUTHEASTERLY RIGHT OF WAY OF WHITE CIRCLE THE FOLLOWING

COURSES AND DISTANCES:

SOUTH 36 DEGREES 52 MINUTES 11 SECONDS EAST FOR A DISTANCE OF 50.00 FEET

TO A POINT;

SOUTH 44 DEGREES 59 MINUTES 59 SECONDS EAST FOR A

DISTANCE OF 50.91 FEET TO A POINT;

SOUTH 52 DEGREES 41 MINUTES 45 SECONDS EAST FOR A

DISTANCE OF 52.80 FEET TO A POINT;

SOUTH 70 DEGREES 12 MINUTES 03 SECONDS EAST FOR A

DISTANCE OF 53.14 FEET TO A POINT;

NORTH 83 DEGREES 09 MINUTES 27 SECONDS EAST FOR A DISTANCE OF 50.36 FEET

TO A POINT;

NORTH 59 DEGREES 02 MINUTES 11 SECONDS EAST FOR A

DISTANCE OF 34.99 FEET TO A POINT;

NORTH 45 DEGREES 00 MINUTES 01SECONDS EAST FOR A DISTANCE OF

36.77 FEET

TO A POINT;

NORTH 42 DEGREES 27 MINUTES 57 SECONDS EAST FOR A DISTANCE OF

FEET TO A 1 ½" AXLE FOUND;

THENCE LEAVING SAID RIGHT OF WAY SOUTH 52 DEGREES 21 MINUTES

57 SECONDS EAST FOR A DISTANCE OF 90.79 FEET TO A ½" REBAR

SET; THENCE NORTH 67 DEGREES 36

Page 51

Б 04246 Fa 01.60 MINUTES 00 SECONDS EAST FOR A DISTANCE OF 20.00 FEET TO A ½"

REBAR SET; THENCE SOUTH 22 DEGREES 24 MINUTES 00 SECONDS

EAST FOR A DISTANCE OF 10.00 FEET TO A POINT; THENCE NORTH 67

DEGREES 36 MINUTES 00 SECONDS EAST FOR A DISTANCE OF

45.00 FEET TO A ½" REBAR SET; THENCE NORTH 67 DEGREES 36 MINUTES 00 SECONDS EAST

FOR A DISTANCE OF 79.92 FEET TO A 1 OPEN TOP FOUND; THENCE NORTH 67 DEGREES

36 MINUTES 00 SECONDS EAST FOR A DISTANCE OF 80.08 FEET TO A

½" REBAR FOUND; THENCE NORTH 36 DEGREES 06 MINUTES 41

SECONDS WEST FOR A DISTANCE OF 197.88

FEET TO AỊREBAR SET ON THE AFORESAID SOUTHEASTERLY RIGHT OF WAY OF WHITE CIRCLE; THENCE RUNNING ALONG SAID RIGHT OF WAY

NORTH 46 DEGREES 00 MINUTES 19

SECONDS EAST FOR A DISTANCE OF 27.49 FEET TO A ½ REBAR SET;

THENCE LEAVING

SAID RIGHT OF WAY SOUTH 47 DEGREES 21 MINUTES 08 SECONDS EAST FOR A DISTANCE OF 82.77 FEET TO A iỊ REBAR SET; THENCE SOUTH 41 DEGREES 11 MINUTES 12 SECONDS EAST FOR A DISTANCE OF 47.43

FEET TO A SET; THENCE NORTH 57 DEGREES 53 MINUTES

33 SECONDS EAST FOR A DISTANCE OF 72.60 FEET TO A 3/4" SOLID ROD FOUND; THENCE NORTH 57 DEGREES 53 MINUTES 33 SECONDS EAST FOR A DISTANCE OF 90.70 FEET TO A ½ REBAR SET; THENCE SOUTH 26

DEGREES 59 MINUTES 40 SECONDS EAST FOR A DISTANCE OF 217.37 FEET TO A REBAR SET; THENCE SOUTH 58 DEGREES 24 MINUTES 30

SECONDS WEST FOR A DISTANCE OF 75.36 FEET TO AỊREBAR

FOUND; THENCE SOUTH 21 DEGREES 35 MINUTES 55 SECONDS EAST

FOR A DISTANCE OF 85.21 FEET TO A POINT; THENCE SOUTH 75 DEGREES 25 MINUTES 19 SECONDS WEST FOR A DISTANCE OF 417.17 FEET TO A

POINT; THENCE SOUTH 80 DEGREES 36 MINUTES 25 SECONDS WEST FOR A DISTANCE OF 289.00 FEET TO A POINT; THENCE NORTH 75 DEGREES 48 MINUTES 53 SECONDS WEST FOR A DISTANCE OF 112.00 FEET TO A POINT; THENCE NORTH 37 DEGREES II MINUTES 24

SECONDS WEST FOR A DISTANCE OF 83.78 FEET TO A POINT; THENCE

NORTH 07 DEGREES

49 MINUTES 58 SECONDS WEST FOR A DISTANCE OF 123.78 FEET TO A

POINT LOCATED ON THE SOUTHWESTERLY RIGHT OF WAY OF WHITE

CIRCLE AND THE TRUE POINT OF BEGINNING.

TOGETHER WITH:

ALL THAT TRACT OR PARCEL OF LAND LYING AND BEING IN G.M.D. 217 OF ATHENSCLARKE COUNTY, GEORGIA CONTAINING 0.323 ACRES AND BEING PARTICULARLY DESCRIBED AS FOLLOWS:

TO REACH THE TRUE POINT OF BEGINNING, COMMENCE AT A ½" REBAR SET AT THE INTERSECTION OF THE SOUTHEASTERLY RIGHT OF WAY OF WHITEHALL ROAD, HAVING A RIGHT OF WAY OF VARIABLE WIDTH AND

THE SOUTHWESTERLY RIGHT OF WAY OF WHITE CIRCLE; THENCE

RUNNING ALONG THE SOUTHWESTERLY, SOUTHERLY AND

SOUTHEASTERLY RIGHT OF WAY OF WHITE CIRCLE THE FOLLOWING

COURSES AND DISTANCES:

SOUTH 12 DEGREES 09 MINUTES 17 SECONDS EAST FOR A DISTANCE OF 26.49 FEET TO A POINT;

Page 52

B: 04246 F 0161 SOUTH 14 DEGREES 44 MINUTES 36 SECONDS EAST FOR A DISTANCE OF 39.29 FEET TO A POINT;

SOUTH 22 DEGREES 51 MINUTES 43 SECONDS EAST FOR A DISTANCE OF

FEET TO A POINT;

SOUTH 29 DEGREES 36 MINUTES 15 SECONDS EAST FOR A DISTANCE OF 50.61 FEET TO A POINT;

SOUTH 36 DEGREES 52 MINUTES 11 SECONDS EAST FOR A DISTANCE OF 50.00 FEET TO A POINT;

SOUTH 44 DEGREES 59 MINUTES 59 SECONDS EAST FOR A DISTANCE OF 50.91 FEET TO A POINT;

SOUTH 52 DEGREES 41 MINUTES 45 SECONDS EAST FOR A DISTANCE OF 52.80 FEET TO A POINT;

SOUTH 70 DEGREES 12 MINUTES 03 SECONDS EAST FOR A DISTANCE OF 53.14 FEET TO A POINT;

NORTH 83 DEGREES 09 MINUTES 27 SECONDS EAST FOR A DISTANCE OF 50.36 FEET

TO A POINT;

NORTH 59 DEGREES 02 MINUTES 11 SECONDS EAST FOR A DISTANCE OF 34.99 FEET TO A POINT;

NORTH 45 DEGREES 00 MINUTES 01 SECONDS EAST FOR A DISTANCE OF 36.77 FEET

TO A POINT;

NORTH 42 DEGREES 27 MINUTES 57 SECONDS EAST FOR A DISTANCE OF 174.47

FEET TO A 1 1/2" AXLE FOUND;

NORTH 42 DEGREES 04 MINUTES 48 SECONDS EAST FOR A DISTANCE OF 79.45 FEET TO A ½ REBAR FOUND;

NORTH 45 DEGREES 27 MINUTES 36 SECONDS EAST FOR A DISTANCE OF 85.01 FEET TO AỊ REBAR FOUND AND THE TRUE POINT OF BEGINNING; FROM THE TRUE POINT OF BEGINNING THUS ESTABLISHED, CONTINUING ALONG SAID RIGHT OF WAY NORTH 40 DEGREES 31 MINUTES 24

SECONDS EAST FOR A DISTANCE OF 82.00 FEET TO AỊREBAR SET;

THENCE LEAVING SAID RIGHT OF WAY AND RUNNING SOUTH 36 DEGREES 06 MINUTES 41 SECONDS EAST FOR A DISTANCE OF 197.88 FEET TO A%

REBAR FOUND; THENCE SOUTH 67 DEGREES 36 MINUTES 00 SECONDS WEST FOR A DISTANCE OF 80.08 FEET TO A 1 ¼" OPEN TOP FOUND; THENCE

NORTH 36 DEGREES 49 MINUTES 11 SECONDS WEST FOR A DISTANCE OF 159.96 FEET TO A REBAR FOUND ON THE AFORESAID SOUTHEASTERLY RIGHT OF WAY OF WHITE CIRCLE AND THE TRUE POINT OF BEGINNING.

Page 53

EXHIBIT "B" - UNOFFICIAL

Et 04246 F8 0162 Undivided Percentage Interest In The Common Elements

And Liabilities For Common Expenses

Percent of Percent

Unit # Sq. Ft. Total Unit # Sg. Ft. of Total

1391 1.79 35 776 1.00 2 1728 2.23 36 776 1.00 3 1211 1.56 Bidg 3 1552 2.00 4 1580 2.04

5 1211 1.56

6 1369 1.76 401 2629 3.39 7 1372 1.77 402 2113 2.72

1366 1.76 403 999 1.29 9 1211 1.56 404 813 1.05 10 1211 1.56 405 1630 2.10 11 1211 1.56 406 1872 2.41 12 1211 1.56 407 1158 1.49 13 1468 1.89 408 1159 1.49 14 1211 1.56 Biơg 4 12373 15.94 15 1552 2.00

16 1298 1.67

17 1417 1.83 501 981 1.26 18 1407 1.81 502 1280 1.65 19 1219 1.57 503 865 1.11 20 1211 1.56 504 1176 1.52 21 1219 1.57 505 1441 1.86 22 1211 1.56 506 1536 1.98 23 1219 1.57 507 1182 1.52 24 1211 1.56 508 1060 1.37 25 1219 1.57 509 1828 2.36 26 1219 1.57 510 1685 2.17 27 1219 1.57 511 1491 1.92 28 1211 1.56 512 1892 2.44 29 1219 1.57 Bldg 5 16417 21.15 30 1209 1.56

31 1805 2.33

Bldg 1 40816 52.59

32 1785 2.30 BLDGS 1-2 47271 60.91 33 1936 2.49 BLDGS 3-5 30342 39.09 34 2734 3.52

Bldg 2 6455 8.32 TOTAL 77613 100

Page 54

Ek 04246 ₽ 0163

EXHIBIT "C

BYLAWS

WHITEHALL MILL CONDOMINIUM ASSOCIATION, INC.

JENNIFER GRAYSON LYTLE

Attorney at Law

1720 Epps Bridge Parkway

Suite 108-353

Athens, Georgia 30606

Page 55

B: 04246 Fe 0164

GENERAL

1. Applicability

2. Name

3. Definitions

4. Membership

5. Entity Members

6. Voting

7. Majority

8. Purpose

I. .. ..MEETINGS OF MEMBERS

1. Annual Meetings

2. Special Meetings

3. Notice of Meetings

4. Waiver of Notice

5. Quorum

6. Adjournment

7. Proxy

8. Action Taken Without a Meeting

9. Order of Business

III...... 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

5. Vacancies

6. Compensation

7. Director Conflicts of interest

8. Nomination

9. Elections

B. Meetings

1. Regular Meetings

2. Special Meetings

3. Waiver of Notice

4. Conduct of Meetings

5. Open Meetings

6. Action Without a Meeting

Page 56

B 04246 7 0165

C. Powers and Duties 8

1. Powers and Duties 8

2. Management Agent 10

3. Borrowing 10

4. Liability and Indemnification of Officers and Directors 10

D. Committees 11

1. Architectural Control Committee 11

2. Other Committees 17

3. Service on Committees 11

IV..... OFFICERS

1. Designation 11

2. Election of Officers 11

3 Removal of Officers 11

4. Vacancies 11

5. President 11

6. Vice President 11

7. Secretary 11

8. Treasurer 12

9. Other Officers 12

10. Agreements, Contracts, Deeds, Leases, etc. 12

V... . RULE MAKING AND ENFORCEMENT

1. Authority and Enforcement 12

2. Fining and Suspension Procedure 13

3. Additional Enforcement Rights 13

VI....... MISCELLANEOUS

1. Notices

2. Severability

3. Captions

4. Gender and Grammar

5. Fiscal Year 777000000

6. Financial Review

7. Conflicts

8. Amendment

9. Books and Records

Page 57

Bk 04246 Pg 0166 BYLAWS OF WHITEHALL MILL CONDOMINIUM ASSOCIATION, INC.

Article I General Section 1. Applicability. These Bylaws provide for the self-government of Whitehall Mill Condominium Association, Inc., in accordance with the Georgia Condominium Act, O.C.G.A. § 44- 3-70, et seq .. (1991 and Supp. 2002 as may be amended from time to time, the Articles of Incorporation filed with the Secretary of State and the Declaration of Condominium for Whitehall Mill Condominium, recorded in the Athens-Clarke County, Georgia land records ("Declaration").

Section 2. Name. The name of the corporation is Whitehall Mill Condominium Association, Inc. ("Association").

Section 3. Definitions. The terms used herein shall have their generally accepted meanings or such meanings as are specified in Paragraph 2 of the Declaration.

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Bk 04246 Pg 0167 Section 6. Voting. Each Unit shall be entitled to one (1) equal vote, which vote may be cast by the Owner, the Owner's spouse, the cohabitant of the Owner, or by a lawful proxy as provided below. When more than one (1) Person owns a Unit, the vote for such Unit shall be exercised as they determine between or among themselves, but in no event shall more than one

(1) vote be cast with respect to any Unit. If only one (I) co-owner attempts to cast the vote for a Unit, it shall be conclusively presumed that such co-owner is authorized on behalf of all co-owners to cast the vote for such Unit. In the event of disagreement between or among co-owners and an attempt by two (2) or more of them to cast such vote or votes, such Persons shall not be recognized and such vote or votes shall not be counted. No Owner shall be eligible to vote, either in person or by proxy, or to act as a proxy for any other member, if that 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 or if the Owner has had its voting rights suspended for the infraction of any provision of the Declaration, these Bylaws, or any rule of the Association. If the voting rights of an Owner have been suspended, that Owner shall not be counted as an eligible vote for purposes of establishing a majority or a quorum.

Section 8. Purpose. The Association shall have the responsibility of administering the Condominium, establishing the means and methods of collecting the contributions to the Common Expenses, arranging for the management of the Condominium and performing all of the other acts that may be required to be performed by the Association pursuant to the Act, the Georgia Nonprofit Corporation Code and the Declaration. Except as to those matters which the Act, the Declaration or the Georgia Nonprofit Corporation Code specifically require to be performed by the vote of the Association membership, the administration of the foregoing responsibilities shall be performed by the Board of Directors as more particularly set forth below.

Section 9. Electronic Documents and Signatures.

(a) Documents. Whenever these Bylaws require that a document, record or instrument be "written" or "in writing," the requirement is deemed satisfied by an Electronic Document.

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Bk 04146 Pg 0168 believes that the signatory affixed the signature with the intent to sign the Electronic Document, and that the Electronic Document has not been modified since the signature was affixed.

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 fifteen percent ( 15%) of the total eligible 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.

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Bk 04246 Pg 0169 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 al a meeting by an Owner, whether in person or represented by proxy, shall be deemed waiver by such Owner of notice of the time, dale, and place thereof unless such Owner specifically objects to lack of 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 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 !he 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 ii 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 Secretary, 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.

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Lk 042,Hi Pg 0170 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)

Article Ill Board of Directors

A. Composition and Selection.

Section 2. Directors Appointed by the Declarant Notwithstanding anything to the contrary herein, Declarant shall have exclusive authority to appoint and remove directors and officers until the earlier of: ( 1) seven (7) years after the recording of the Declaration, (2) unless Declarant at that time has an unexpired option to add Additional Property, the date as of which Units to which eighty percent (80%) of the undivided interests in the Common Elements pertain shall have been conveyed by Declarant to Unit Owners other than a

Page 62

Bk 114246 Pg 11171 Person constituting the Declarant, or (3) the surrender in writing by Declarant of the authority to appoint and remove officers and directors of the Association.

days past due in the payment of any assessment or charge shall be automatically removed from the Board of Directors, even if the director subsequently pays the amount owed, and the vacancy shall be filled as provided in Section 5 below. Any director who has had three (3) consecutive unexcused absences from regularly scheduled Board meetings may be removed by the vote of a majority of the other directors. 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 b e g iven an opportunity to be heard at the meeting.

Directors also may be given nominal gifts or tokens of appreciation by the Association for

Page 63

Bk 04246 Pg 0172 recognition of services performed, not to exceed a value of One Hundred and No/100 Dollars ($100.00) per calendar year. For purposes hereof, reasonable food and beverages purchased for Board meeting shall not be considered compensation.

Section 8. Nomination. Nomination for election to the Board shall be made by a Nominating Committee which shall be appointed by the Board of Directors at least thirty

Section 9. Elections. All members of the Association eligible to vote shall be entitled to cast their entire vote for each directorship to be filled. There shall be no cumulative voting.

The directorships for which elections are held shall be filled by that number of candidates receiving !he most votes. Voting for election of Board members shall be by written ballot (unless dispensed by unanimous consent at such meeting at which such voting is conducted).

B. Meetings.

(10) days after each annual meeting of the membership.

Section 2. Special Meetings. Special meetings of the Board may be called by !he

Page 64

Bk 04246 Pg 0173 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 al 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 al such meetings. A majority of directors shall constitute a quorum for the transaction of business. One (1) 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. Board meetings need not be open to all members.

C. Powers and Duties.

Page 65

Bk 04246 Pg 0174 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 Owner to the Common Expenses;

(c) providing for the operation, care, upkeep, and maintenance of all of the Area of Common Responsibility as set forth in Paragraph 17 of the Declaration;

(d) 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 Area of Common 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;

(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;

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

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

Page 66

Bk 04246 Pg 0175

(m) contracting with any Person for the performance of various duties and functions.

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 lo 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 committee member in the performance of his or her duties, except for his or her own individual willful misfeasance or malfeasance. The Association. in determining whether 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

Page 67

Ek 04246 Pg 0176 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 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. 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 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

Page 68

hk 04246 Pg 0177 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 a corporation organized under Georgia law.

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.

Page 69

Bk 04246 Pg 0178 the time period set by the Board, the Unit Owner shall pay the fine upon 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 Elements (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 Elements shall be automatic; provided further, however, suspension of common utility services shall require compliance with the provisions of Paragraph IO(c)(v) of the Declaration, where applicable), 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.

(b) Hearing. If a written request for hearing is received from the violator within ten ( 10)

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 sough! 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

Page 70

Ek 04246 Pg 0179 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.

(a) Method of Giving Notice. Unless otherwise prohibited in these Bylaws, all notices, demands, bills, statements, or other communications shall be in writing and shall be given:

(i) personal delivery to the addressee; or (ii) via United States mail, first class, postage prepaid; or (iii) via electronic .mail; or (iv) via facsimile; or

(v) via a secure website, provided that notice shall be deemed given via website only upon proof that the addressee has retrieved the message

(b) Addressee. Notice sent by one of the methods described in Section 1, Subparagraph

(1) shall be deemed to have been duly given:

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.

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Ek 04246 Pg OHil!l 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 whenever the context so requires.

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.

Section 9. Books and Records.

(i) its Articles or restated Articles of Incorporation and all amendments to them currently in effect;

(ii) its Bylaws or restated Bylaws and all amendments to them currently in effect;

(iii) resolutions adopted by either its members or Board of Directors increasing or

Page 72

Bk 04246 Pg fJUU decreasing the number of directors or the classification of directors, or relating to the characteristics, qualifications, rights, limitations, and obligations of members or any class or category of members;

(v) the minutes of all meetings of members and records of all actions approved by the members for the past three (3) years;

The Association may impose a reasonable charge, covering the cost of labor and material, for copies of any documents provided to the Member.

Articles of Incorporation

Page 1

Secretary of State CONTROL NUMBER: 0326095

EFFECTIVE DATE: 05/06/2003

Corporations Division JURISDICTION : GEORGIA

315 West Tower REFERENCE : 0070

PRINT DATE : 05/13/2003

#2 Martin Luther King, Jr. Dr. FORM NUMBER : 311

Atlanta, Georgia 30334-1530

LINDA B. CURRY

3500 LENOX ROAD, 4TH FLOOR

ATLANTA, GA 30326

CERTIFICATE OF INCORPORATION

I, Cathy Cox, the Secretary of State and the Corporations Commissioner of the State of Georgia, do hereby certify under the seal of my office that

WHITEHALL MILL CONDOMINIUM ASSOCIATION, INC.

A DOMESTIC NONPROFIT CORPORATION

been duly incorporated under the laws of the State of Georgia on the effective date stated above by the filing of articles of incorporation in the Office of the Secretary of State and by the paying of fees as provided by Title 14 of the Official Code of Georgia Annotated.

WITNESS my hand and official seal in the City of Atlanta and the State of Georgia on the date set forth above.

Catty COp

Cathy Cox

Secretary of State

Page 2

OFFICE OF SECRETARY OF STATE

CORPORATIONS DIVISION

315 West Tower, #2 Martin Luther King, Jr. Drive WARREN RARY

Atlanta, Georgia 30334-1530 Director

(404) 656-2817

Registered agent, officer, entity status information via the Internet QUINTILIS B. ROBINSON CATHY COX http://www.sos.state.ga.us/corporations Deputy Director Secretary of State

TRANSMITTAL INFORMATION

GEORGIA PROFIT OR NONPROFIT CORPORATIONS

DO NOT WRITE IN SHADED AREA - SOS USE ONLY

DOCKET # PENDING # CONTROL #

DOCKET DATE AMOUNT CHECK/

CODE FILED RECEIVED RECEIPT #

TYPE CODE EXAMINER JURISDICTION (COUNTY) CODE 400

NOTICE TO APPLICANT: PRINT PLAINLY OR TYPE REMAINDER OF THIS FORM

022970675 031330541

Corporate Name Reservation Number

WHITEHALL MILL CONDOMINIUM ASSOCIATION, INC.

Corporate Name

2. LINDA B. CURRY, ESQ.

Applicant/Attorney Telephone Number 3500 LENOX ROAD, 4TH FLOOR

Address

ATLANTA GA 30326

City State Zip Code

Mail or deliver to the Secretary of State, at the above address, the following:

1) This transmittal form

2) Original and one copy of the Articles of Incorporation

3) Filing fee of $60.00 payable to Secretary of State. Filing fees are NON-refundable.

I certify that a Notice of Incorporation or Notice of Intent to Incorporate with a publication fee of $40.00 has been or

will be mailed or delivered to the official organ of the county where the initial registered office of the corporation is to

be located. (The Clerk of Superior Court can advise you of the official organ in a particular county.)

Senda bet 5-5-2003ł

Autorzed signaug Date

Business entity information via the Internet: http://www.sos.state.ga.us/corporations/

FORM 227

Page 3

ARTICLES OF INCORPORATION

WHITEHALL MILL CONDOMINIUM ASSOCIATION, INC.

1. Name. The name of the Corporation is Whitehall Mill Condominium Association, Inc. ("Corporation" or "Association").

2. Duration. The Corporation shall have perpetual duration.

3. Applicable Statute. The Corporation is organized pursuant to the provisions of the Georgia Nonprofit Corporation Code, O.C.G.A. § 14-3-1, et seq.

4. Purposes and Powers. The Corporation does not contemplate pecuniary gain or benefit, direct or indirect, to its members.

a. In way of explanation and not of limitation, the purposes for which it is formed are: to be and constitute the Association to which reference is made in the Declaration of Condominium for Whitehall Mill Condominium, as may hereinafter be amended, filed of record in the Office of the Clerk of the Superior Court of Athens-Clarke County, Georgia ("Declaration), to perform all obligations and duties of the Association, and to exercise all rights and powers of the Association, as specified therein, in the Bylaws of the Association ('Bylaws"), and as provided by law; and

(II) to provide an entity for the furtherance of the interests of the owners of units in the condominium development as described in the Declaration.

b. In furtherance of its purposes, the Corporation shall have the following powers, which, unless indicated otherwise by the Declaration or Bylaws, may be exercised by the Board of Directors of the Association:

(i) all of the powers conferred upon nonprofit corporations by common law and the statutes of the State of Georgia in effect from time to time; and

all of the powers necessary or desirable to perform the obligations and duties and to exercise the rights and powers set out in these Articles, the Bylaws, the Declaration, or the Georgia Condominium Act, including, without limitation, the following:

(a) to fix and to collect assessments or other charges to be levied against the units;

(b) to manage, control, operate, maintain, repair, and improve the common area and facilities, and property subsequently acquired by the Corporation, or any property owned by another, for which the Corporation, by rule, regulation, Declaration, or contract, has a right or duty to provide such services;

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257070-2

Page 4

(c) to enforce covenants, conditions, and restrictions affecting any property to the extent the Association may be authorized to do;

(d) to engage in activities which will actively foster, promote, and advance the common interests of all owners of units at the development;

(e) to buy or otherwise acquire, sell, or otherwise dispose of, mortgage, or otherwise encumber, exchange, lease, hold, use, operate, and otherwise deal in and with real, personal, and mixed property of all kinds and any right or interest therein for any purpose of the Corporation;

(1) to borrow money for any purpose as may be limited in the Declaration; (g) to enter into, make, perform, or enforce contracts of every kind and description, and to do all other acts necessary, appropriate, or advisable in carrying out any purpose of the Association, with or in association with any other association, corporation, or other entity or agency, public or private;

(h) to act as agent, trustee, or other representative of other corporations, firms, or individuals, and as such to advance the business or ownership interests in such corporations, firms, or individuals;

(i) to adopt, alter, and amend or repeal such bylaws as may be necessary or desirable for the proper management of the affairs of the Association; provided, however, such bylaws may not be inconsistent with or contrary to any provisions of the Declaration or the Georgia Condominium Act, O.C.G.A. § 44-3-70, et seq., or the Georgia Nonprofit Corporation Code;

(i) to participate in mergers and consolidations with other nonprofit corporations upon the affirmative vote of at least two-thirds (2/3) of the total eligible vote of the members; and

(k) to provide any and all supplemental municipal services as may be necessary or proper.

The foregoing enumeration of powers shall not limit or restrict in any manner the exercise of other and further rights and powers which may now or hereafter be allowed or permitted by law; and the powers specified in each of the paragraphs of this Article 4 are independent powers, not to be restricted by reference to or inference from the terms of any other paragraph or provision of this Article 4.

S. Membership. The Corporation shall be a membership corporation without certificates or shares of stock. All unit owners, by virtue of their ownership of units in the Condominium, are members of the Association. The members shall be entitled to one (1) vote for each unit in which they hold the interest required for membership, in accordance with the Declaration.

6. Board of Directors. The affairs of the Corporation shall be governed by a Board of Directors, the number, qualification, and method of election of which shall be set in the Corporation's Bylaws. The method of election and term of office, removal and filling of vacancies shall be as set forth in the Bylaws. The board may delegate such operating authority to such companies, individuals, or committees as it, in its discretion, may determine. The initial Board of Directors of the Corporation shall have one (1) director, and the name and address of the person who is to serve as the initial director is as follows:

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257070-2

Page 5

NAME ADDRESS

W. Bruce Gallman 236 Forsyth Street, SW

Suite 104

Atlanta, GA 30303

Liability of Directors. To the fullest extent that the Georgia Nonprofit Corporation Code, as it exists on the date hereof or as it may hereafter be amended, permits the limitation or elimination of the liability of directors, no director of the Corporation shall be personally liable to the Corporation or its members for monetary damages for breach of duty of care or other duty as a director. No amendment to or repeal of this Article shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.

8. Dissolution. The Association may be dissolved upon the affirmative vote or written consent of not less than two-thirds (2/3) of the votes of members other than the Declarant (as such term is defined in the Declaration), the consent of the Declarant (so long as the Declarant owns any property subject to the Declaration or which may be unilaterally subjected to the Declaration by the Declarant). Upon dissolution of the Association, other than incident to a merger or consolidation, so long as the U.S. Department of Veterans Affairs (VAI) is guaranteeing and/or U.S. Department of Housing and Urban Development ("HUD) is insuring any mortgage in the development, and unless otherwise agreed in writing by HUD or VA, as applicable, any remaining real property assets of the Association shall be dedicated to an appropriate public agency to be used for purposes similar to those for which this Association was created. In the event that such dedication is refused acceptance, such assets shall be granted, conveyed and assigned to any non-profit corporation, association, trust or other organization to be devoted to such similar purposes. No such restriction shall exist if VA is not guaranteeing or HUD is not insuring any mortgage in the Development; provided, however, HUD and/or VA must be notified of such dissolution.

9. Amendments. These Articles of Incorporation may be amended as provided by the Georgia Nonprofit Corporation Code pursuant to a resolution duly adopted by the Board of Directors and approved by the affirmative vote of the members of the Association entitled to cast at least two-thirds (2/3) of the votes which members present in person or by proxy cast at a meeting of the members of the Association or by members casting at least a total majority of the Association vote, whichever is less; provided that, no members shall be entitled to vote on any amendment to these Articles of Incorporation which is for the sole purpose of complying with the requirements of any governmental (including, without limitation, HUD or 72523 VA) or quasi-governmental entity authorized to fund, insure or guarantee mortgages on individual units in the Condominium, which amendment may be adopted by the Board of Directors acting alone.

10. Incorporator. The name and address of the incorporator is as follows:

Linda B. Curry, Esq.

Weissman, Nowack, Curry & Wilco, P.C.

One Alliance Center, 4h Floor

3500 Lenox Road

Atlanta, Georgia 30326

11. Registered Agent and Office. The initial registered office of the Corporation is 236 Forsyth Street, SW, Suite 104, Atlanta, Georgia 30303, and the initial registered agent at such address is W. Bruce Gallman.

257070-îš

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12. Initial Principal Office. The mailing address of the initial principal office of the Corporation is 236 Forsyth Street, SW, Suite 104, Atlanta, Georgia 30303.

VA/HUD Approval. As long as the Declarant (as such term is defined in the Declaration) has the right to appoint and remove the directors and officers of the Association as provided in the Bylaws, the following actions shall require the prior approval of the VA so long as the VA is guaranteeing any mortgage in the Condominium, and the HUD so long as HUD is insuring any mortgage in the Condominium; annexation of additional property to the Condominium, except for annexation by Declarant in accordance with Paragraph 25 of the Declaration pursuant to a plan of annexation previously approved by the VA and/or HUD, as applicable; mergers and consolidations; mortgaging of Common Elements (as such term is defined in the Declaration); dedication of Common Elements to any public entity; dissolution; and amendment of these Articles of Incorporation.

IN WITNESS WHEREOF, the undersigned incorporator has executed these Articles of Incorporation.

Phan & Long

Weissman, Nowack, Curry & Wilco, P.C.

One Alliance Center, 4" Floor

Lenox Road

Atlanta, Georgia 30326

CORPORATIONS DIVISION 1 2003 MAY -6 A 10: 24 SECRETARY OF STATE

257070-2

Guidelines for Condominium Living

Page 1

GUIDELINES

FOR

CONDOMINIUM LIVING

585 White Circle Athens, Georgia 30605

Page 2

UPDATED 1/29/16

New Residents:

Welcome to the Whitehall Mill community. We are delighted you have made Whitehall Mill your home.

These guidelines were prepared in an effort to provide you with a brief overview of our community rules and some other important information. Please read, keep and refer to as necessary.

The Guidelines are a summary of some of the rules from our Declaration, which are the rules that govern our community;

you should have received a copy of the Declaration. The full documents can be seen on the owner portal via www.parkerandassociates.com.

Please reach out to Parker & Associates for any and all issues concerning the property. 706-546-0600. Parker & Associates will reach out to the Board on an owner’s behalf.

Existing Residents:

For our residents who have been with us for a while, this document is to update and perhaps simply remind you of the rules and regulations that facilitate a comfortable and respectful condominium community. Please read, keep and refer to as necessary.

Most of the information in this document is taken from the Condominium Declaration and expanded for clarification. The full documents can be seen on the owner portal via www.parkerandassociates.com.

Please reach out to Parker & Associates for any and all issues concerning the property. 706-546-0600. Parker & Associates will reach out to the Board on an owner’s behalf.

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CONTACTS

Emergency Numbers Ambulance ..................................................................... 911 Police ............................................................................. 911 Fire ............................................................................. 911 Poison Control ................................................................ 800-282-5846 Non-emergency Numbers Athens Police ................................................................. 706-613-3330 Athens Fire Department ................................................. 706-613-3360 Board Members 2020 Jake Short: President Bill Goetz: Vice-president Jane Taub: Secretary Brad Hubacher: Treasurer Jim Foster, Member at Large

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Table of Contents

. Introduction 2

II. Important Information

A. Fire Safety Procedures.

B. Security

C. Safety Tips

III. Use of Condominium Units

A. Balcony Areas.

B. General

IV. Common Areas

V. Owner Responsibilities

A. Maintenance ..

B. Sale, Lease or Mortgage of a Unit ...

C. Notice of Transfer

D. Refuse Disposal.. 4O6111100 E. Animals .

F. Automobiles and Parking

G. Moving and Deliveries.

H. Interpretation

Fines

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I. INTRODUCTION

Please review and study this document carefully, and keep it for your future reference.

They are binding on each Whitehall Mill owner and resident. If you lease or sell your condominium, please provide a copy of these Guidelines to the next owner or your tenant, if applicable.

These Guidelines are derived from the Declaration of Condominium for the Whitehall Mill Condominium which remains the official document. References to these “Condo Documents” are shown in italics. In the event of any conflict between those source documents and this summary, the source documents shall control. To the extent this summary extends regulations or prohibitions, these extensions constitute rules adopted by the Board.

Condominiums are different from apartments and single family residences. A condominium is more than a community; it is a legal association of property owners with rights and responsibilities. Because the buildings and grounds are owned in common, all homeowners must cooperate in sharing of the property. This cooperative effort not only creates a more pleasant shared environment, it increases general interest in the property and protects the value of individual condominium units.

An individual can and should be prevented from engaging in activities that will infringe on others’ rights. In particular, all homeowners and residents must consider the rights of others to live in reasonable peace and quiet. The quality of the condominium lifestyle takes cooperation and effort; each resident is expected to extend courtesy to others in his or her personal conduct and lifestyle and each resident should expect to receive the same from other residents.

The Guidelines have been established to provide a written “code of conduct” to establish a formal means to achieve these cooperative requirements. The Board of Directors is authorized to establish and impose fines or order other actions to enforce the condominium rules.

Please make every effort to abide by these Guidelines and help us all cooperate in keeping our community the desirable place that made us all choose to live here. If you are aware of rules violations, or problems not covered by these rules, please notify a member of the Board of Directors.

To reiterate: When you buy into a condominium association you have opted for community living; therefore, decisions cannot be made unilaterally nor can rules and regulations of the association be ignored.

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II. Important Information

A. Building Fire Safety Procedures

1. If you are hearing impaired or have other handicaps which may hinder your ability to exit your unit in case of fire, you are encouraged to advise your neighbors and the Board of your condition.

2. Do not panic.

3. If there is a fire or smoke in your unit:

a) Call fire emergency 911.

b) Exit your unit and close the doors behind you.

c) If possible, knock on your neighbors’ doors to alert them.

4. If you see a fire or smoke or smell smoke coming from another unit or common area:

a) Call fire emergency 911.

b) Feel the door to your unit: (1) if hot to the touch, do not open the door, (2) stuff wet towels around the door to keep smoke out, (3) open balcony doors a few inches to get fresh air for breathing, (4) hang a sheet over the balcony to signal for help, (5) towels and sheets around the door should keep smoke out, however if there is smoke in your unit, lie on the floor and wait for help.

c) If the door to your unit is not hot to the touch, exit your unit and close the doors behind you and follow the same procedures as for a fire in the unit.

B. Security

1. There are some security cameras which monitor and record activity in public areas. In addition, any observance of unusual or suspicious activity should be reported to the Board with the date and approximate time.

2. Exterior doors shall not be propped open or left open at any time.

3. The Board should be notified of workers hired privately by an owner if they will be on the property for more than a day or if they will be unattended by the owner at any time.

4. The Board is not permitted to admit anyone to a Condominium Unit without the Owner’s or occupant’s authorization except in an emergency or by order of the Fire Marshall.

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III. 5. Owners or occupants must notify the Board of any guests who will occupy their condominium during their absences.

C. Safety Tips

1. Keep emergency information and phone numbers by your phone.

2. Security is the responsibility of every resident and one should not allow any unknown person to enter the building. Anyone attempting to do so should be told that the person they are visiting must grant access; only the person they are visiting can grant access. However, do not attempt to challenge or stop a suspicious person or an intruder. Move to a safe place, call 911, and notify the police to come investigate.

3. Use caution and drive slowly to avoid other vehicles and pedestrians.

4. Keep a stocked first aid kit and at least one fire extinguisher per floor for your unit, and check them annually.

5. You must give a key to the Board for emergency purposes. You might also want to give a key to a neighbor – in case you misplace your key or for emergencies while you’re away.

USE OF INDIVIDUAL RESIDENTIAL CONDOMINIUM UNITS

A. Balcony Areas

1. balconies.

2. Nothing shall be hung from balcony railings which can be seen from the outside of the building.

3. Nothing shall be thrown or placed so that it can fall from the balcony. All movable objects should be removed from balconies during extended absences of the Owner or occupant of an individual residential condominium Unit. Such Owner or occupant will be held liable for any damage or personal injury arising from the fall of an unsecured object.

4. Watering plants, sweeping and mopping balconies, and all other activity on balconies shall be done so as not to interfere with persons residing in lower or adjacent units or common areas.

5. No grills (e.g., charcoal, gas) are permitted in the units, balconies, or decks of the condominium. A grill must be at least 10 feet from a building when in use. Contact the ARC or the Board to determine where you may use a grill.

No rugs, garments or other objects shall be dusted, shaken or hung from

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B. General

1. When playing any musical instruments, radios, stereos, televisions, and other sound-making and noise-producing devices inside and outside of units, Owners and occupants of individual residential condominium units are requested to be sensitive to their neighbors’ needs for peace and quiet at all times.

2. To ensure a uniform and pleasant exterior appearance, all shades, drapes, drapery lining and other window treatment on any door or window visible from outside the unit shall be white or off-white in color, or natural wood.

Bed sheets are not allowed.

3. All use of common and limited common elements should conform to community-wide standards for neat and tidy appearance. Violations will be documented and owners/occupants may be fined for unsightly or unkempt conditions that are not cleaned up in a timely manner.

4. Be aware of where the water turn-off valves are for your unit and for your building. Each unit should have a notice by their water heater of where their unit turn-off is located (it may not be in the same unit).

IV. COMMON AREAS

A. No advertising or visual materials may be displayed in the hallways or interior common areas. No soliciting is permitted in or on the common areas. Circulation or delivery of unrequested circulars, advertisements, products or other materials affixed to or placed under the doors of units, placed or in any way affixed to individual residential condominium Owner’s or occupant’s automobiles or otherwise affixed, distributed or left in the common areas is prohibited. Exceptions to the above may be authorized by the Board of Directors.

B. Corridors cannot be considered an extension of one’s private space. A resident cannot be allowed to take precedence over the interest of other residents. Corridors are primarily for egress and ingress.

C. Fire Pit Use – because the Fire Department has given us the rules for our fire pit usage (and threatened us with a pretty hefty fine if we don't follow them), there are certain restrictions to use of the fire pit. The department rules are:

 The fire may not be unattended at anytime  The fire may be no larger than 2 feet by 3 feet.

 A bucket of water or other means of extinguishing the fire should be available at all times that the fire is "live"

 No live embers may be left in the fire pit

Page 9

To help us ensure these rules are followed, or that any fine is paid by the offending party's unit owner, the Board requires notification at least a day prior to any fire in the fire pit.

And as a general courtesy, do not leave any trash in the area, including, but not limited to, liquor or beer bottles or cans, bottle tops, cigarette butts, food wrappers, and so on.

V. OWNER RESPONSIBILITIES

A. Maintenance -- As an owner, you are responsible for all maintenance and repair for systems and structures that belong to your condominium unit. This includes, but is not limited to:

1. Regular servicing on HVAC units. NOTE: There is an approved list of HVAC vendors who are preapproved to access the roof; all others blah blah

2. Electrical and plumbing repairs

a) Plumbing repairs may affect other Units. Although you may use any plumber, the Board recommends LECO Mechanical (706-769-7063)

or Carson Plumbing because of their extensive experience with our buildings.

3. Cleaning and repairing all window glass and doors

4. Obtaining condominium homeowner insurance for the contents of your unit, including any improvements you have made. (The association maintains insurance coverage for the condominium structure excluding the betterments and improvements made by an owner. In addition to contents insurance, you may wish to consider obtaining liability insurance for any potential damage you may cause to another unit.

B. Sale, Lease or Mortgage of a Unit (for more detail see the Whitehall Mill Leasing Policy and/or the Declaration)

1. Any owner desiring to lease a unit must first obtain permission to lease from the Association’s Board of Directors before leasing his or her unit.

a. An owner is expected to own a unit for at least a year before it will be approved for leasing. However, an approved lease that is active at the time of sale may be continued until the end of the lease.

b. Prior to approval of a lease, the owner will provide current insurance to the Board.

c. Prior to the beginning of the lease, the owner will provide a copy of the lease and contact information for the tenants to the Board.

d. Generally, leases for a period shorter than a year are not allowed.

Page 10

2. The leasing of any unit does not relieve the owner of any obligations under the Declaration of Condominium including, but not limited to the payment of assessments and fines assessed for violations of rules and regulations incurred by the occupant of the leased unit.

3. Realtors can be given access via lockboxes upon informing the Board of the anticipated use of such entry. Please submit your notice to the Board at least five days before the lockbox is put in place. This is for the safety of all residents so that we may be aware of the increased traffic and visitors.

C. Notice of Transfer 1 At least 7 days prior to the closing of the transfer of title or the initial date of occupancy under terms of lease, the owner must give written notice to the Board of his or her intention to transfer or lease the unit, including the name of and contact information for the new owner or occupant.

2. A copy of these rules and regulations will be provided to each new occupant by the Board. The seller or lessor will provide a copy of the Whitehall Mill Declaration and Bylaws to each new occupant.

3. Sale, lease or mortgage of an individual residential condominium Unit by an Owner is subject to the provisions of the Declaration, Bylaws and these Guidelines.

4. Individual residential condominium Units shall be used, leased or sold for residential or business purposes only as defined in the Declaration of Condominium, Bylaws and these Guidelines.

5. It is the Owner’s responsibility to inform lessee of lessee’s required compliance with the Declaration, Bylaws and Rules and Regulations of the Association. Copies of the Declaration, Bylaws and these Rules and regulations shall be furnished to the lessee by the Owner of an individual residential condominium Unit.

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C. Refuse Disposal

1. All bottles, glass containers, trash and garbage must be placed in plastic bags, closed and secured at the top, prior to disposal in any trash chute or dumpster.

2. Flammable materials or construction materials shall not be placed under any circumstances in any dumpster.

3. No furniture, mattresses, construction materials, items that do not fit in the dumpster, etc., may be placed in or beside the dumpsters. These materials must be taken to a dump.

4. A recycle dumpster is provided in the parking lot of Building 5. recycle poster at the end of this document for the materials that may be recycled.

See the

D. Animals (please refer to the Whitehall Mill Dog-Cat Policy and the Whitehall Mill Declaration and Bylaws)

E. Automobiles and Parking

1. Vehicles belonging to residents shall display a Whitehall sticker on the back window on the driver’s side. Visitors’ vehicles shall display a Guest Pass on the dashboard. Any vehicle without a sticker or a Guest Pass on the dashboard is subject to towing.

2. All vehicles shall be driven carefully at speeds less than five (5) miles per hour while in the community.

3. Disabled and stored vehicles are prohibited from being kept in the parking areas. A vehicle shall be considered “disabled” if it does not have a current license tag or is obviously inoperable. If you have a vehicle which will be unused for more than a month, notify the Board.

4. Only automobiles, motorcycles, and regularly used wheelchairs may be kept in designated parking spots. Other items are subject to removal and fines.

5. Automobiles leaking oil or other fluids must be repaired.

F. Moving and Deliveries

1. Any building entrance door may be propped open ONLY as movers are loading/unloading from the unit; the door should be closed until the movers return to the site.

2. Items may not be placed against the walls of the corridors or common areas. Items should be taken directly to or from the truck to the destination condominium.

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3. All boxes must be broken down and placed into the dumpster. Please do not discard boxes or other moving materials into the common areas. Residents are encouraged to take broken down boxes to the recycling bin or trash dumpster.

G. Interpretation

1. In the event of a dispute in the interpretation of these Guidelines, the determination of the Board of Directors regarding such interpretation shall be final and binding.

H. Fines

1. Those Owners, lessees and occupants who violate any rule or regulation set forth herein shall be subject to fines as determined by the Board. After notification to the violator of any rule or regulation set forth herein, and such violation continues, the Board may assess a fine for each day of the continuing violation. In the event that such fines are not promptly paid, the Board may take appropriate action to collect such fines.

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RECYCLABLE ITEMS

Plastic Food Trays Plastic Bottles Wide-Mouth Plastic Rigid Plastics Empty Aerosol Cans: Milk & Juice Cartons and Cups and Jugs Containers #1-#7 Lids Removed & Juice Boxes

Aluminum Cans, Glass Bottles & Jars Cereal & Food Cardboard & Pizza Magazines, Phone Paperback Books Foil & Trays Lids Removed Boxes Flattened Boxes Flattened Books & Catalogs

Metal Food Cans Junk Mail, Mixed Paper,

Paper Bags & Newspaper

• Empty and rinse all containers. Items that ARE NOT • Plastic caps and lids are recyclable. accepted for recycling: • These guidelines apply to all recycling collection containers except bag customers in the downtown district.

• SAVE and POST this information.

NO Plastic Bags

NO Shredded Paper

NO Pots & Pans

NO Glassware

NO Paper Plates or Cups - iameco NO Napkins or Paper Towels

NO Plastic Cutlery acc recycling division NO Food

NO Clamshells or Styrofoam For more information call NO Batteries or Light Bulbs (706) 613-3512 or go to NO Wire Hangers www.athensclarkecounty.com/recycling NO Ceramics

Printed on recycled content

Pet Policy

Page 1

Whitehall Mill 585 White Circle Athens, GA 30605 WHITEHALL MILL DOG/CAT POLICY Every resident (unit owner or tenant) will sign a WHITEHALL MILL Pet Responsibility Statement (attached). If no statement is on file, no dog and/or cat may live in or visit the unit.

No more than two dogs and/or cats may live in any unit without prior Board permission.

Pet owners will remove animal waste immediately and dispose of it properly using sealed plastic bags and the bins placed around the property or the dumpsters. There is NO area of the property where waste from your animal is exempt from this rule.

Dogs will be on a leash and accompanied by a person at all times when outside of their unit, including in limited common areas.

 No dog is allowed on the riverside of the wall.

 Dogs that have a statement of electronic collar training from a qualified dog training program filed with the Board may be walked with an electronic collar; otherwise, the dog will be on a physical leash at all times, except in the off-leash area (shown on the Whitehall Dog Map)

 Well behaved and socialized dogs may run free in the designated dog area (see attached map)

with an owner that is in control of said dog at all times.

Dogs that bark and/or howl for extended periods will not be allowed to live at Whitehall Mill. After two warnings the Board may request that other accommodations be made for the animal.

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Owners will be warned about any cats that make free with the property of others. After two warnings, the cat will not be allowed to roam the property – it must be either kept inside the unit or leashed when it is outside.

Violations:

 The potential loss of electronic collar privilege will be included with the warning for the first infraction, and revoked for a second infraction. What is being revoked is the privilege of using the e-collar in the leash-only areas and would not apply to the off-leash areas.

 Violations will incur a $50.00 fine unless otherwise noted above.

o The owner will be notified of any warnings for their tenants.

 The dog/cat owner will be fined; however, if the owner is a tenant, the unit owner will become responsible for the fine if the tenant does not pay within 7 days.

 All legal measures will be pursued by the Association to collect any unpaid fees/fines.

Responsibility Statement  Sign and return the WHITEHALL MILL PET RESPONSIBILITY statement (attached) regardless of whether you currently have a pet(s) or not.

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Whitehall Mill 585 White Circle Athens, GA 30605 WHITEHALL MILL PET RESPONSIBILITY STATEMENT I accept responsibility for the actions of any dogs and/or cats that live in my unit or are visiting my unit. This includes leashing, cleaning up after them, and controlling their interactions with other persons and/or pets.

I currently have the following dogs/cats living in my unit:

⃝ None Pet Name:

⃝ Dog ⃝ Cat Description: ____________________________________________ Pet Name:

⃝ Dog ⃝ Cat Description: ____________________________________________ Pet Name (third pet must be board approved):

⃝ Dog ⃝ Cat Description: ____________________________________________ Resident Signature and Unit Number: _____________________________________________________ Date:

__________________________________

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GEORGIA Statutes § 4-8-4. Liability for damage done by dogs

(a) The owner or, if no owner can be found, the custodian exercising care and control over any dog which while off the owner's or custodian's property causes injury, death, or damage directly or indirectly to any livestock, poultry, or pet animal shall be civilly liable to the owner of the livestock, poultry, or pet animal for injury, death, or damage caused by the dog. The owner or, if no owner can be found, the custodian exercising care and control over any dog shall be liable for any damage caused by such dog to public or private property. The liability of the owner or custodian of the dog shall include consequential damages.

(b) This Code section is to be considered cumulative of other remedies provided by law. There is no intent to eliminate or limit other causes of action which might inure to the owner of any livestock, poultry, or pet animal.

Credits Laws 1969, p. 831, § 4; Laws 2012, Act 765, § 2, eff. July 1, 2012.

ATHENS CLARKE COUNTY Animal Ordinances Sec. 4-1-2. Keeping domestic animals under control.

(a) It shall be unlawful for any owner of a domestic animal not to control the animal at all times through one of the following means:

(1) On a leash when off the property of the owner;

(2) Within the passenger area of a vehicle driven or parked on the streets;

(3) Within the property limits of its owner and attended by its owner; or

(4) Confined within the property limits of its owner or of another with the permission of the person in control of the property.

Confined means in a building, pen or fenced area or other structure built to prevent intrusion or escape by any dog.

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(b) It shall be unlawful for any owner of a domestic animal to chain, tie, fasten or otherwise tether the animal to dog houses, trees, fences, vehicles or other stationary objects as a means of confinement except that the animal may be temporarily confined by a tether while attended by its owner.

(Ord. of 12-1-98, § 1; Ord. of 6-3-2003, § 4; Ord. of 4-4-2006, § 2; Ord. of 11-6-2007, § 1; Ord. of 3-2- 2010, § 2)

Sec. 4-1-4. Prohibitions for domestic animals.

It shall be unlawful for any person to permit a domestic animal under his or her ownership or possession to do the following:

(a) Go upon the property of any person other than its owner or keeper without the express consent of such other owner or occupant;

(b) Attack or act so as to menace pedestrians or other persons using public ways or on the property of another.

Pending an adjudication for any citation for a violation of this subparagraph (b), the person cited shall be required to maintain the dog in a proper enclosure, as defined in this chapter. Any person convicted of violating this subsection, in addition to penalties provided for in section 4-1-14, shall be required to maintain the dog in a proper enclosure, as defined in this chapter.

No person shall be charged with violating this subsection unless written warning has previously been issued within 90 days of the charged violation.

No citation for violation of this subsection shall be issued unless there are at least two complaining witnesses who shall have signed a written statement stating the address of the dog owner, a description of the dog and of the offense and the date, time and location of the offense;

(d)Reserved.

(e)Be in heat and not be confined in an enclosure to the property of its owner or keeper.

(f)Exemptions. Feral cat colony caretakers are exempt from the requirements of this section.

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(Ord. of 12-1-98, § 1; Ord. of 6-5-2001, § 1; Ord. of 6-3-2003, § 6; Ord. of 8-3-2004, § 3; Ord. of 10-5- 2004, § 1; Ord. of 4-4-2006, § 4; Ord. of 11-6-2007, § 3; Ord. of 3-2-2010, § 4)

Sec. 4-1-6. Control and removal of animal wastes.

(a) It shall be unlawful for the owner of any animal to refuse or fail to immediately remove any feces deposited by such animal upon public sidewalks, public streets, public parks or other public property in Athens-Clarke County, or upon any private property within Athens-Clarke County not under the exclusive use and control of said owner or keeper.

(b) It shall be unlawful for the owner of any animal to permit such animal to defecate or urinate upon any private property except that upon which he or she resides or owns unless he or she has the permission of the owner of such other private property.

(Ord. of 12-1-98, § 1; Ord. of 11-6-2007, § 4; Ord. of 3-2-2010, § 5

Parking Rules and Map

Page 1

Whitehall Reserved Parking Rules Each unit at Whitehall is allowed to reserve one parking spot per parking lot. In theory a unit could rent 9 spots but each spot would be in a different parking space.

Parking spaces are reserved on a first come first serve basis. If there is no longer a space available for rent in a lot the board will maintain a waiting list.

Reserved spots are automatically renewed month to month.

The board may not revoke a parking spot and assign to another owner if the current renter of the parking spot as not broken any parking rules and is paying their rent on time.

Parking spots are not transferable. When a unit is sold, owner changes title, a lease expires, or if a property is leased to a new resident then the spot is automatically revoked.

If the renter falls 30 days behind on their parking space rent then the spot is automatically revoked.

If the renter gives notice to the board 30 noticed that they no longer want to rent a parking spot then the parking space will be revoked.

The renter is responsible for all costs associated with ordering their custom parking sign and the installation of the sign.

All reserved spots must have a custom WHML reserved parking sign.

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Whitehall Rd Whitehall Rd White Terrace Whitehall Rd Whitehall Rd Whitehall Rd White Ct

White Cir Ext White Cir

hite Cir Overlook Ln p White Cir Ext White Cir White C

P 402

P 13 T

North Oconee River North Oconee River

Appraisal Temporarily closed

North Oconce River

2026 Budget and Dues

Page 1

WHITEHALL MILL CONDOMINIUM ASSOCIATION

2025 YTD Financials & 2026 Adopted Budget

YTD Actual YTD Budget YTD Variance 2025 Adopted 2026 Adopted INCOME 9/30/25 9/30/25 Budget Budget 5020 Cottage/Shed Rental Income $600.00 $2,400.00 -$1,800.00 $2,400.00 $1,200.00 5030 Monthly Dues Income $195,326.16 $196,487.58 -$1,161.42 $261,983.43 $261,983.43 5045 Initial Assessment Income $3,419.18 $0.00 $3,419.18 $0.00 $0.00 5046 Transfer Fee Income $1,091.08 $0.00 $1.091.08 $0.00 $0.00 5049 Parking Space Income $7,657.41 $7,707.01 -$49.60 $10,276.00 $12,964.00 5070 Late Fee Income $638.19 $0.00 $638.19 $0.00 $0.00 5075 Interest Income $4,361.92 $0.00 $4,361.92 $0.00 $0.00 5085 Other Income $10.00 $0.00 $10.00 $0.00 $0.00 5900 Prepaid Income $1,461.64 $0.00 $1,461.64 $0.00 $0.00 5901 Loan Assesement Income $7,135.28 $0.00 $7,135.28 $0.00 $0.00

TOTAL INCOME $221,700.86 $206,594.59 $15,106.27 $274,659.43 $276,147.43

EXPENSES

6100 Landscape Maintenance $27,900.00 $27,375.02 $524.98 $36,500.00 $37,200.00 6135 Tree Maintenance $3,250.00 $3,000.00 $250.00 $3,000.00 $6,000.00 6150 Landscape Improvement $0.00 $5,000.00 -$5,000.00 $5,000.00 $4,000.00 6200 InsuranceFidelity & Umbrella $32,504.00 $29.236.00 $3,268.00 $29,236.00 $33,500.00 6206 Insurance Flood $25.637.00 $27.317.00 -$1,680.00 $27.317.00 $27,317.00 6300 Common Area Electricity $4.880.00 $4.500.00 $380.00 $6,000.00 $6,500.00 6400 Sanitation $8,493.20 $8,085.01 $408.19 $10,780.00 $13,500.00 6410 Fire Sprinkler $5,528.00 $1,000.00 $4,528.00 $1.000.00 $1,500.00 6500 Termite Bond $2,987.00 $2,900.00 $87.00 $2.900.00 $2,900.00 6600 Maintenance & Repair $18,178.16 $24,375.01 -$6,196.85 $32,500.00 $29,336.00 6601 Reserve Maintenance $0.00 $0.00 $0.00 $0.00 $0.00 6618 Maintenance & Repair - Roof $5,846.00 $3,000.01 $2,845.99 $4.000.00 $7,500.00 6650 Gutter Cleaning $2,650.00 $1.300.00 $1,350.00 $1,300.00 $2,300.00 6700 Water/Sewer $11.964.03 $15.000.02 -$3,035.99 $20.000.00 $15,000.00 7000 Management Fee $14,739.03 $14,739.02 $0.01 $19,652.00 $20,232.00 7010 Postage & Copies $54.69 $150.02 -$95 33 $200.00 $200.00 7050 Legal & Accounting $1,302.00 $2,600.00 -$1,298.00 $2,600.00 $5,000.00 7080 MISC -$75.00 $0.00 -$75.00 $0.00 $0.00 8000 Reserve Contribution $45.000.00 $45,000.00 $0.00 $60.000.00 $50,000.00

TOTAL EXPENSES $210,838.11 $214,577.11 -$3,739.00 $261,985.00 $261,985.00

NET INCOME $10,862.75 -$7,982.52 $18,845.27

Loan Paid Off in 2024

PARKING CHARGES - Changes as owners opt in/ out

13 Reserved spaces $56/m $8,736.00 2 Pump unit (2x) $110.00 $2,640.00 2 Covered space $66.20/m $1,588.80

$12,964.80

Page 2

WHITEHALL MILL OWNERSHIP PERCENTAGES

Operating Budget: $261,985.00

Unit Ann. Dues Unit Monthly Unit Monthly M-O-M Change Y-O-Y Change Y-O-Y Change Unit Area(SF) Percentage Dues 2026 Dues 2025 '25 vs.26 ($) '25 vs. '26 ($) '25 vs. '26 (%)

1377 1.770% $ 4.637.13 $ 386.43 386.43 $ (0.00) $ (0.03) 0.0% 2 1713 2.202% $ 5.768.65 480.72 480.72 0.00 $ 0.01 0.0%

1224 1.573% $ 4,121.81ł $ 343.48 343.48 0.00 $ 0.05 0.0% 4 1560 2.005% $ 5,253.32 $ 437.78 437.78 $ (0.00) $ (0.04) 0.0% 5 1224 1.573% $ 4,121.81 $ 343.48 343.48 $ 0.00 0.05 0.0% 6 1378 1.771% $ 4.640.54 386.71 386.71 0.00 $ 0.02 0.0%

1377 1.770% $ 4,637.13 $ 386.43 386.43 $ (0.00) $ (0.03) 0.0% 8 1377 1.770% $ 4.637.13 $ 386.43 $ 386.43 $ (0.00) $ (0.03) 0.0% 9 1224 1.573% $ 4,121.81 343.48 $ 343.48 0.00 $ 0.05 0.0% 10 1224 1.573% $ 4.121.81 $ 343.48 343.48 $ 0.00 $ 0.05 0.0% 11 1224 1.573% $ 4,121.81 $ 343.48 343.48 $ 0.00 $ 0.05 0.0% 12 1224 1.573% $ 4.121.81 $ 343.48 343.48 0.00 $ 0.05 0.0% 13 1476 1.897% 4,970.38 414.20 $ 414.20 (0.00) (0.02) 0.0% 14 1224 1.573% $ 4.121.81 $ 343.48 $ 343.48 0.00 $ 0.05 0.0% 15 1548 1.990% $ 5,212.9łął $ 434.41 434.41 0.00 0.06 0.0% 16 1296 1.666% 4.364.41 $ 363.70 363.70 $ 0.00 $ 0.01 0.0% 17 1416 1.820% 4,768.39 397.37 397.37 $ (0.00 (0.05) 0.0% 18 1416 1.820% $ 4.768.3ął $ 397.37 397.37 (0.00) $ (0.05) 0.0% 19 1224 1.573% $ 4,121.81 343.48 $ 343.48 0.00 $ 0.05 0.0% 20 1224 1.573% 4,121.81 $ 343.48 343.48 0.00 $ 0.05 0.0% 21 1224 1.573% 4,121.81 343.48 343.48 $ 0.00 $ 0.05 0.0% 22 1224 1.573% $ 4.121.81 $ 343.48 343.48 0.00 $ 0.05 0.0% 23 1224 1.573% 4,121.81 343.48 343.48 0.00 0.05 0.0% 24 1224 1.573% $ 4.121.81 $ 343.48 $ 343.48 0.00 $ 0.05 0.0% 25 1224 1.573% 4,121.81 343.48 343.48 $ 0.00 0.05 0.0% 26 1224 1.573% 4,121.81 343.48 343.48 0.00 $ 0.05 0.0% 27 1224 1.573% 4,121.81 343.48 343.48 0.00 0.05 0.0% 28 1224 1.573% $ 4.121.81 $ 343.48 $ 343.48 $ 0.00 $ 0.05 0.0% 29 1224 1.573% $ 4,121.81 343.48 343.48 0.00 0.05 0.0% 30 1224 1.573% 4.121.81 343.48 343.48 0.00 0.05 0.0% 31 1836 2.360% 6,182.85 515.24 $ 515.24 (0.00) $ (0.03) 0.0% 32 1632 2.098% $ 5,495.92 457.99 $ 457.99 0.00 $ 0.04 0.0% 33 1944 2.499% $ 6,546.48 545.54 545.54 0.00 $ 0.00 0.0% 34 2718 3.494% 9,152.97 $ 762.75 762.75 $ (0.00) $ (0.03) 0.0% 35 778 1.000% 2,619.85 $ 218.32 $ 218.32 $ 0.00 0.01 0.0% 36 778 1.000% 2,619.85 $ 218.3zł 218.32 $ 0.00 $ 0.01 0.0% 401 2604 3.347% 8,769.16 730.76ł 730.76ł $ 0.00 0.04 0.0%

Page 3

402 2.710% 7,098.75ł 591.56 591.56 0.00 0.03 0.0% 403 1.293% 3,387.7ął 282.31 282.31 0.00 0.01 0.0% 404 1.036% 2,714.16 $ 226.18 226.18 0.00 0.00 0.0% 405 2.108% 5,522.91 460.24 460.24 0.00 0.03 0.0% 406 2.419% 6,337.6łął $ 528.14 $ 528.14 (0.00) $ (0.00) 0.0% 407 1.494% 3,913.01 326.08 326.08 0.00 0.05 0.0% 408 1.471% 3,852.4ął 321.04ł 321.04ł 0.00 $ 0.01 0.0% 501 1.280% 3,354.1ęął 279.52ł 279.52 (0.00) (0.05) 0.0% 502 1.665% 4,361.0ął $ 363.4złą 363.42 (0.00) (0.04) 0.0% 503 1.118% 2,929.78 244.15 $ 244.15 (0.00) (0.02) 0.0% 504 1.530% 4,007.32 $ 333.94 $ 333.94 0.00 0.04 0.0% 505 1.864% 4,882.88 406.91 406.91 (0.00) $ (0.04) 0.0% 506 1.999% 5,236.56 $ 436.38 436.38 (0.00) $ (0.00) 0.0% 507 1.530% 4,007.32 333.94łł 333.94 0.00 0.04 0.0% 508 1.405% 3,680.6ął $ 306.72łą 306.72 (0.00) (0.01) 0.0% 509 2.360% $ 6,182.85 $ 515.24 $ 515.24 $ (0.00) $ (0.03) 0.0% 510 2.185% 5,724.90 $ 477.07 477.07 0.00 $ 0.06 0.0% 511 1.926% 5,044.52 420.38ł (0.00) (0.04) 0.0% 512 2.437% 6,384.84 532.07źł 532.07ł (0.00) (0.00) 0.0%

Total 77,797 100.00% 261,98ął 21,831.95

261,983.43

2025 Budget and Dues

Page 1

WHITEHALL MILL CONDOMINIUM ASSOCIATION

2024 YTD Financials & 2025 Proposed Budget

YTD Actual YTD Budget YTD Variance 2024 Adopted 2025 Proposed INCOME 9/30/24 9/30/24 Budget Budget 5020 Cottage/Shed Rental Income $0.00 $1.800.00 -$1,800.00 $1,800.00 $2.400.00 5030 Monthly Dues Income $178,492.37 $178,770.01 -$277.64 $238,360.00 $261,983.43 5040 Special Assement Income $1,712.92 $0.00 $1,712.92 $0.00 $0.00 5045 Initial Assessment Income $3,439.10 $0.00 $3,439.10 $0.00 $0.00 5049 Parking Space Income $6,682.00 $6,526.52 $155.48 $8,702.00 $10,276.00 5070 Late Fee Income $772.10 $0.00 $772.10 $0.00 $0.00 5075 Interest Income $1,563.68 $0.00 $1,563.68 $0.00 $0.00 5085 Other Income $20.00 $0.00 $20.00 $0.00 $0.00 5102 Barn Lease Income $0.00 $1,200.00 -$1,200.00 $1,200.00 $0.00 5900 Prepaid Income $1.128.15 $0.00 $1,128.15 $0.00 $0.00 5901 Loan Assesement Income $8,768.56 $8,534.70 $233.86 $11,379.57 $0.00

TOTAL INCOME $202.578.88 $196.831.23 $5,747.65 $261,441.57 $274,659.43

EXPENSES

6100 Landscape Maintenance $22.450.00 $18,750.01 $3,699.99 $25,000.00 $36,500.00 6135 Tree Maintenance $1.300.00 $0.00 $1,300.00 $0.00 $3,000.00 6150 Landscape Improvement $5,775.00 $5,000.00 $775.00 $5,000.00 $5,000.00 6200 InsuranceFidelity & Umbrella $25,423.00 $23,440.00 00861$ $23,440.00 $29,236.00 6206 Insurance Flood $24.834.00 $25,000.00 -$166.00 $25,000.00 $27,317.00 6300 Common Area Electricity $4,416.49 $5,250.01 -$833.52 $7,000.00 $6,000.00 6400 Sanitation $7.285.51 $7,230.01 $55.50 $9,640.00 $10,780.00 6410 Fire Sprinkler $757.00 $1.000.00 -$243.00 $1.000.00 $1,000.00 6500 Termite Bond $2.900.00 $2.900.00 $0.00 $2,900.00 $2,900.00 6600 Maintenance & Repair $18.726.94 $22,500.00 -$3,773.06 $30,000.00 $32,500.00 6618 Maintenance & Repair - Roof $7.515.00 $0.00 $7,515.00 $0.00 $4,000.00 6650 Gutter Cleaning $650.00 $0.00 $650.00 $0.00 $1,300.00 6700 Water/Sewer $16,748.81 $5,648.80 $14,800.00 $20,000.00 7000 Management Fee $14,310.00 $14,310.00 $0.00 00806$ $19,652.00 7010 Postage & Copies $95.36 $375.02 -$279.66 $500.00 $200.00 7050 Legal & Accounting $2,407.00 $5,000.00 -$2,593.00 $5,000.00 $2,600.00 7065 Loan Expense $4,733.26 $28,535.04 -$23,801.78 $38,046.70 $0.00 7080 MISC $10.00 $0.00 $10.00 $0.00 $0.00 8000 Reserve Contribution $52,500.06 $52,500.01 $0.05 $70,000.00 $60,000.00

TOTAL EXPENSES $212,837.43 $222,890.11 -$10,052.68 $276,406.70 $261,985.00

NET INCOME -$10,258.55 -$26,058.88 $15,800.33

Loan Paid Off in 2024

PARKING CHARGES - Changes as owners opt in/ out

9 Reserved spaces $56/m $6,048.00 2 Pump unit (2x) $110.00 $2,640.00 2 Covered space $66.20/m $1,588.80

$10.276.80ł

Page 2

WHITEHALL MILL OWNERSHIP PERCENTAGES

Operating Budget: $261,985.00

Unit Ann. Dues Unit Monthly Unit Monthly M-O-M Change Y-O-Y Change Y-O-Y Change Unit Area(SF) Percentage 2025 Dues 2025 Dues 2024 '25 vs. '24 ($) '25 vs. '24 ($) '25 vs. '24 (%)

1 1377 1.770% $ 4,637.13 $ 386.43 $351.58 $ 34.85 $ 418.17 9.9%

1713 5,768.65 480.72 $437.37 43.35 520.21 9.9% 1224 1.5/3% 4,121.81 343.48 $312.51 30.97 3/1.69 9.9% 1560 2.005% 5,253.32 437.78 $398.30 39.48 473.72 9.9% 1224 1.573% 4,121.81 343.48 $312.51 30.97 371.69 9.9% 1378 1.771% $ 4,640.54 $ 386.71 $351.84 $ 34.87 $ 418.46 9.9% 1377 1.770% 4,637.13 386.43 $351.58 34.85 $ 418.17 9.9% 1377 1./70% 4,637.13 386.43 $351.58 34.85 418.1/ 9.9% 1224 1.573% 4,121.81 343.48 $312.51 30.97 371.69 9.9% 10 1224 1.573% $ 4,121.81 $ 343.48 $312.51 $ 30.97 371.69 9.9% 11 1224 1.573% 4,121.81 $ 343.48 $312.51 30.97 $ 371.69 9.9% 12 1224 1.573% $ 4,121.81 $ 343.48 $312.51 $ 30.97 $ 371.69 9.9% 13 1476 1.897% 4,970.38 414.20 $376.85 37.35 448.18 9.9% 14 1224 1.573% 4,121.81 343.48 $312.51 30.97 371.69 9.9% 15 1548 1.990% $ 5,212.98 $ 434.41 $395.24 $ 39.17 $ 470.10 9.9% 16 1296 1.666% 4,364.41 $ 363.70 $330.90 32.80 393.61 9.9% 17 1416 1.820% $ 4,/68.39 $ 397.37 $361.53 $ 35.84 $ 430.03 9.9% 18 1416 1.820% 4,768.3ął 397.37 $361.53 35.84 430.03 9.9% 19 1224 1.573% $ 4,121.81 $ 343.48 $312.51 $ 30.97 371.69 9.9% 20 1224 1.573% $ 4,121.81 $ 343.48 $312.51 $ 30.97 $ 371.69 9.9% 21 1224 1.573% 4,121.81 $ 343.48 $312.51 30.97 371.69 9.9% 22 1224 1.573% $ 4,121.81 $ 343.48 $312.51 30.97 371.69ął 9.9% 23 1224 1.573% 4,121.81 343.48 $312.51 30.97 371.69 9.9% 24 1224 1.573% $ 4,121.81 $ 343.48 $312.51 $ 30.97 $ 371.69 9.9% 25 1224 1.573% $ 4,121.81 $ 343.48 $312.51 $ 30.97 $ 371.69 9.9% 26 1224 1.573% $ 4,121.81 $ 343.48 $312.51 $ 30.97 371.69 9.9% 27 1224 1.573% $ 4,121.81 343.48 $312.51 30.97 371.69 9.9% 28 1224 1.573% 4,121.81 343.48 $312.51 30.97 371.69 9.9% 29 1224 1.573% $ 4,121.81 $ 343.48 $312.51 $ 30.97 371.6ął 9.9% 30 1224 1.573% $ 4,121.81 $ 343.48 $312.51 $ 30.97 $ 371.69 9.9% 31 1836 2.360% $ 6,182.85 $ 515.24 $468.77 $ 46.47 $ 557.61 9.9% 32 1632 2.098% $ 5,495.92 457.99 $416.69 41.30 495.64 9.9% 33 1944 2.499% $ 6,546.48 $ 545.54 $496.34 $ 49.20 590.40 9.9% 34 2718 3.494% $ 9,152.97 $ 762.75ł $693.97 68.78 825.33ł 9.9% 35 778 1.000% $ 2,619.85 $ 218.32zął $198.63 $ 19.69 236.29 9.9%

Page 3

36 778 1.000% $ 2,619.85 $ 218.32 $198.63 $ 19.69 $ 236.29 401 2604 3.347% 8,/69.16 $ 730.16 $664.87 65.89 190./2 402 2108 2.710% 7,098.7łł 591.56 $538.22 53.34 $ 640.11 403 1006 1.293% 3,387.73 $ 282.31 $206.85 $ 25.46 305.53 404 806 1.036% 2,714.16 226.18 $205.78 20.40 244.80 405 1640 2.108% $ 5,522.91 $ 460.24 $418.74 $ 41.50 $ 498.03 406 1882 2.419% 6,337.68 $ 528.14 $480.51 47.63 5/1.56 407 1162 1.494% 3,913.01 320.00 $296.68 29.40 $ 302.05 408 1144 1.4/1% 3,852.49 321.04 $292.09 28.95 347.41 501 996 1.280% 3,354.19 279.52 $254.31 25.21 302.47ł 502 1295 1.665% $ 4,361.00 $ 363.42 $330.65 32.77 393.20 503 870 1.118% 2,929.78 $ 244.15 $222.13 22.02 264.22 504 1190 1.530% $ 4,00 / .32 $ 333.94 $303.83 30.11 361.36 505 1450 1.864% 4,882.88 406.91 $370.21 36.70 440.36 506 1555 1.999% 5,236.56 436.38 $397.03 39.35 472.20 507 1190 1.530% $ 4,007.32 $ 333.94 $303.83 30.11 361.36 508 1093 1.405% 3,680.63 $ 306.72 $279.06 27.66 331.91 509 1836 2.360% $ 6,182.85 $ 515.24 $468./1 46.47 557.61 510 1700 2.185% 5,724.90 477.07 $434.05 43.02 516.30 511 1498 1.926% $ 5,044.52 $ 420.3ł $382.47 $ 37.91 $ 454.88 512 1896 2.437% $ 6,384.84 $ 532.07 $484.09 $ 47.98 $ 575.76

Total 77,797 100.00% 261,983 21,831.95

261,983.43

Reserve Study (2022)

Page 1

Whitehall Mill

Condominium Association, Inc.

Athens, GA • September 27, 2022

FULL RESERVE STUDY

WHITEHALL

MILL

LOFTS

RESERVE™

ADVISORS

Long-term thinking. Everyday commitment.

Page 2

Whitehall Mill Condominium Association, Inc.

Athens, Georgia Dear Board of Directors of Whitehall Mill Condominium Association, Inc.:

At the direction of the Board that recognizes the need for proper reserve planning, we have conducted a Full Reserve Study of Whitehall Mill Condominium Association, Inc. in Athens, Georgia and submit our findings in this report. The effective date of this study is the date of our visual, noninvasive inspection, September 27, 2022.

This Full Reserve Study exceeds the Association of Professional Reserve Analysts (APRA) standards fulfilling the requirements of a “Level I Full Reserve Study.”

An ongoing review by the Board and an Update of this Reserve Study are necessary to ensure an equitable funding plan since a Reserve Study is a snapshot in time. We recommend the Board budget for an Update to this Reserve Study in twoto three- years. We look forward to continuing to help Whitehall Mill Condominium Association, Inc. plan for a successful future.

As part of our long-term thinking and everyday commitment to our clients, we are available to answer any questions you may have regarding this study.

Respectfully submitted on October 19, 2022 by Reserve Advisors, LLC Visual Inspection and Report by: Brandon L. Bloomer, RS1 Review by: Alan M. Ebert, RS, PRA2, Director of Quality Assurance 1 RS (Reserve Specialist) is the reserve provider professional designation of the Community Associations Institute (CAI) representing America's more than 300,000 condominium, cooperative and homeowners associations.

2 PRA (Professional Reserve Analyst) is the professional designation of the Association of Professional Reserve Analysts. Learn more about APRA at http://www.apra-usa.com.

Reserve Advisors, LLC 735 N. Water Street, Suite 175 Milwaukee, WI 53202

Page 3

RESERVE ADVISORS Long-term thinking. Everyday commitment.

Page 4

RESERVE

ADVISORS

Table of Contents

1. RESERVE STUDY EXECUTIVE SUMMARY ..1.1 2. RESERVE STUDY REPORT... ..2.1 3. RESERVE EXPENDITURES and FUNDING PLAN. ..3.1 4. RESERVE COMPONENT DETAIL. .4.1 Exterior Building Elements.. .4.1 Balconies, Rooftop, Waterproofing System .4.2 Gutters and Downspouts.. .4.3 Historic Equipment and House, Inspections and Preservation .4.4 Roofs, Asphalt Shingles. .4.6 Roof, Modified Bitumen, Historic Equipment House 4.7 Roofs, Thermoplastic.. .4.10 Walls, Masonry.. 4.13 Windows and Doors, Frames .4.18 Property Site Elements .4.20 Asphalt Pavement, Repaving .... .4.20 Concrete Sidewalks, Stairs and Pedestrian Bridge 4.23 Mailbox Stations. .4.25 Perimeter Walls, Concrete .4.25 Retaining Walls, Masonry and Concrete .4.27 Retaining Walls, Stone (Millrace Wall). .4.28 Stairs and Deck, Building 5 Access .4.29 Reserve Study Update.. .4.31 5. METHODOLOGY.. .5.1 6. CREDENTIALS. .6.1 7. DEFINITIONS.. ...7.1 8. PROFESSIONAL SERVICE CONDITIONS. ..8.1

Page 5

Page 1.1 - Executive Summary

1. RESERVE STUDY EXECUTIVE SUMMARY

Client: Whitehall Mill Condominium Association, Inc. (Whitehall Mill)

Location: Athens, Georgia Reference: 221129 Property Basics: Whitehall Mill Condominium Association, Inc. is a condominium style development which consists of 54 units in seven buildings. The buildings vary in age, with the oldest portions of buildings predating the 1890's. The buildings were converted to condominiums in the late 1990's.

Reserve Components Identified: 23 Reserve Components.

Inspection Date: September 27, 2022.

Funding Goal: The Funding Goal of this Reserve Study is to maintain reserves above an adequate, not excessive threshold during one or more years of significant expenditures. Our recommended Funding Plan recognizes these threshold funding years in 2023 and 2024 due to an accumulation of elements including near term masonry inspections and capital repairs and roof replacements, followed by future masonry inspections and capital repairs.

In addition, the Reserve Funding Plan recommends 2052 year end accumulated reserves of approximately $585,500. We judge this amount of accumulated reserves in 2052 necessary to fund the likely replacement of the masonry inspections and capital repairs after 2052. Future replacement costs beyond the next 30 years for the replacement of the masonry inspections and capital repairs are likely to more than double the current cost of replacement. These future needs, although beyond the limit of the Cash Flow Analysis of this Reserve Study, are reflected in the amount of accumulated 2052 year end reserves.

Methodology: We use the Cash Flow Method to compute the Reserve Funding Plan. This method offsets future variable Reserve Expenditures with existing and future stable levels of reserve funding. Our application of this method also considers:

• Current and future local costs of replacement • 0.7% anticipated annual rate of return on invested reserves • 3.5% future Inflation Rate for estimating Future Replacement Costs Sources for Local Costs of Replacement: Our proprietary database, historical costs and published sources, i.e., R.S. Means, Incorporated.

Unaudited Cash Status of Reserve Fund:

• Projected balance of $197,308 as of December 31, 2022 • 2022 budgeted Reserve Contributions of $50,000 • A potential deficit in reserves might occur by 2023 based upon continuation of the most recent annual reserve contribution of $50,000 and the identified Reserve Expenditures.

Page 6

Page 1.2 - Executive Summary Project Prioritization: We note anticipated Reserve Expenditures for the next 30 years in the Reserve Expenditures tables and include a Five-Year Outlook table following the Reserve Funding Plan in Section 3. We recommend the Association prioritize the following projects in the next five years based on the conditions identified:

• Masonry inspections and capital repairs and concrete restoration • Replacement of the modified bitumen roof at the historic equipment house • TPO and asphalt shingle roof replacements at Buildings 1, 2, and 3 and the shed • Inspections and preservation projects at the historical equipment house • Repaving of the asphalt pavement Recommended Reserve Funding: We recommend the following in order to achieve a stable and equitable Cash Flow Methodology Funding Plan:

• Increase to $350,000 in 2023 • Stable contributions of $350,000 from 2024 through 2026 • Decrease to $175,000 by 2027 due to fully funding for replacement of near term roof replacements, masonry inspections and capital repairs, and repaving of the streets and parking areas • Inflationary increases through 2052, the limit of this study's Cash Flow Analysis • 2023 Reserve Contribution of $350,000 is equivalent to an average monthly contribution of $540.12 per homeowner.

Whitehall Mill Recommended Reserve Funding Table and Graph

Page 7

Page 2.1 - Report

2. RESERVE STUDY REPORT

At the direction of the Board that recognizes the need for proper reserve planning, we have conducted a Full Reserve Study of Whitehall Mill Condominium Association, Inc.

Athens, Georgia and submit our findings in this report. The effective date of this study is the date of our visual, noninvasive inspection, September 27, 2022.

We present our findings and recommendations in the following report sections and spreadsheets:

• Identification of Property - Segregates all property into several areas of responsibility for repair or replacement • Reserve Expenditures - Identifies reserve components and related quantities, useful lives, remaining useful lives and future reserve expenditures during the next 30 years • Reserve Funding Plan - Presents the recommended Reserve Contributions and year-end Reserve Balances for the next 30 years • Five-Year Outlook - Identifies reserve components and anticipated reserve expenditures during the first five years • Reserve Component Detail - Describes the reserve components, includes photographic documentation of the condition of various property elements, describes our recommendations for repairs or replacement, and includes detailed solutions and procedures for replacements for the benefit of current and future board members • Methodology - Lists the national standards, methods and procedures used to develop the Reserve Study • Definitions - Contains definitions of terms used in the Reserve Study, consistent with national standards • Professional Service Conditions - Describes Assumptions and Professional Service Conditions • Credentials and Resources

Page 8

Page 2.2 - Report IDENTIFICATION OF PROPERTY Our investigation includes Reserve Components or property elements as set forth in your Declaration. The Expenditure tables in Section 3 list the elements contained in this study. Our analysis begins by segregating the property elements into several areas of responsibility for repair and replacement.

Our process of identification helps assure that future boards and the management team understand whether reserves, the operating budget or Homeowners fund certain replacements and assists in preparation of the annual budget. We derive these segregated classes of property from our review of the information provided by the Association and through conversations with Management and the Board. These classes of property include:

• Reserve Components • Long-Lived Property Elements • Operating Budget Funded Repairs and Replacements • Property Maintained by Homeowners • Property Maintained by Others We advise the Board conduct an annual review of these classes of property to confirm its policy concerning the manner of funding, i.e., from reserves or the operating budget. The Reserve Study identifies Reserve Components as set forth in your Declaration or which were identified as part of your request for proposed services.

Reserve Components are defined by CAI as property elements with:

• Whitehall Mill responsibility • Limited useful life expectancies • Predictable remaining useful life expectancies

Page 9

Page 2.3 - Report • Replacement cost above a minimum threshold Long-Lived Property Elements may not have predictable Remaining Useful Lives or their replacement may occur beyond the 30-year scope of the study. The operating budget should fund infrequent repairs. Funding untimely or unexpected replacements from reserves will necessitate increases to Reserve Contributions. Periodic updates of this Reserve Study will help determine the merits of adjusting the Reserve Funding Plan. We identify the following Long-Lived Property Elements as excluded from the 30- year Reserve Expenditures at this time:

• Electrical Systems, Common (Dates to Conversion)

• Foundations • Pipes, Interior Building, Domestic Water, Sanitary Waste, Vent, Common (Dates to Conversion)

• Structural Frames The operating budget provides money for the repair and replacement of certain Reserve Components. The Association may develop independent criteria for use of operating and reserve funds. For purposes of calculating appropriate Reserve Contributions, we identify the following list of Operating Budget Funded Repairs and Replacements:

• General Maintenance to the Common Elements • Expenditures less than $4,000 (These relatively minor expenditures have a limited effect on the recommended Reserve Contributions.)

• Balconies, Rooftops, Waterproofing Systems, Interim Capital Repairs • Catch Basins Inspections and Capital Repairs • Fence, Chain Link, Building 4 Parking Area • Fence, Split Rail, Parking Area Along White Circle • Fence, Wood, Building 5 Parking Area • French Drains, Inspections, Cleanouts and Capital Repairs • Landscape • Landscape Steps, Timber with Gravel, Repairs and Partial Replacements • Light Poles and Fixtures • Paint Finishes, Hallway, Building 5 • Paint Finishes, Touch Up • Railings, Sidewalks and Stairs • Signage, Entrance Monument • Site Furniture • Other Repairs normally funded through the Operating Budget

Page 10

Page 2.4 - Report French drain Historic equipment Landscape steps Certain items have been designated as the responsibility of the homeowners to repair or replace at their cost. Property Maintained by Homeowners, including items billed back to Homeowners, relates to unit:

• Awnings and Unit Entrance Canopies • Balconies (Not Over Living Space)

• Electrical Systems (Including Circuit Protection Panels)

• Exterior Light Fixtures • Heating, Ventilating and Air Conditioning (HVAC) Units • Interiors • Pergolas • Pipes (Serving one Unit)

• Railings (At Units)

• Skylights • Staircases • Unit Catwalks, Concrete and Steel Frame (We note significant deterioration which may pose safety concerns)

Page 11

Page 2.5 - Report • Windows and Doors (Windows is glass only, the Association is responsible for the frames; due to the historic nature of the buildings, we do not recommend total replacement)

Catwalk at unit 31 (Note exposed concrete reinforcement at column)

Catwalk unit 31 (Note exposed concrete reinforcement)

Unit owner steps and balconies Unit owner balconies Certain items have been designated as the responsibility of others to repair or replace. Property Maintained by Others relates to:

• Barn and Associated Components (Barn Lease)

• Retaining Wall, Timber, Near Building 5 (Neighboring Property)

• Subsurface Utility Pipes (Utility Company and Municipality)

Page 12

Page 3.1 - Reserve Expenditures and Funding Plan

3. RESERVE EXPENDITURES and FUNDING PLAN The tables following this introduction present:

Reserve Expenditures • Line item numbers • Total quantities • Quantities replaced per phase (in a single year)

• Reserve component inventory • Estimated first year of event (i.e., replacement, application, etc.)

• Life analysis showing − useful life − remaining useful life • 2022 local cost of replacement − Per unit − Per phase − Replacement of total quantity • Percentage of future expenditures anticipated during the next 30 years • Schedule of estimated future costs for each reserve component including inflation Reserve Funding Plan • Reserves at the beginning of each year • Total recommended reserve contributions • Estimated interest earned from invested reserves • Anticipated expenditures by year • Anticipated reserves at year end • Predicted reserves based on current funding level Five-Year Outlook • Line item numbers • Reserve component inventory of only the expenditures anticipated to occur within the first five years • Schedule of estimated future costs for each reserve component anticipated to occur within the first five years The purpose of a Reserve Study is to provide an opinion of reasonable annual Reserve Contributions. Prediction of exact timing and costs of minor Reserve Expenditures typically will not significantly affect the 30-year cash flow analysis. Adjustments to the times and/or costs of expenditures may not always result in an adjustment in the recommended Reserve Contributions.

Financial statements prepared by your association, by you or others might rely in part on information contained in this section. For your convenience, we have provided an electronic data file containing the tables of Reserve Expenditures and Reserve Funding Plan.

Page 13

Reserve Advisors, LLC

Years 2022 to 2037 RESERVE EXPENDITURES

Explanatory Notes:

Whitehall Mill 0.070 is the estimated Inflation Rate for estimating Future Replacement Costs.

Condominium Association, Inc. 2) FY2022 is Fiscal Year be ning January 1, 2022 and ending December 31, 2022.

Athens, Georgia

Life Analysis,

Line Total Per Phase 1st Year of Unit Per Phase Total 2036

Item Quantity Quantity Units Reserve Component Inventory Useful 1Z022 (2022) (2022) Expenditures FY2022 2023 2024 2025 2026 2027 20złął 2029 2030 2031 2032 2033 2034 2035

Exterior Building Elements

1.129 850 850 Square Feet Balconies, Rooftops, Waterproofing System, Replacement 2025 to 30 44,200 0.6%

1.240 2,300 460 Linear Feet Gutters and Downspouts, Aluminum and Galvanized Steel, Phased 2024 15 to 20 2 to 10 3,910 19,550 0.8% 4,188 4,487 4,806 5,149 5,515

1.275 1 Allowance Historic Equipment House, Inspections and Preservation Projects 2023 12,000.00 12,000 12,000 0.9% 12,420 16,355

1.276 Historic Equipment, Dampers, Inspections and Preservation Projects 2,500.00 2,500 2,500 0.2% 2,588 3,407

1.280 22 Squares Roofs, Asphalt Shingles, Building 3 and Shed 2024 15 to 20 500.00 11,000 11,000 0.4% 11,783

1.500 980 980 Square Feet Roof, Modified Bitumen, Historic Equipment House, Replacement 15 to 20 54.00 52,920 52,920 1.9% 54,772

1.530 22.180 11,090 Square Feet Roofs, Thermoplastic, Building 1, Phased 15 to 20 16.50 182,985źł 365,970 13.6% 196,018

5,160 5,160 Square Feet Roofs, Thermoplastic, Building 2 2023 15 to 20 16.50 85,140 85,140 3.0% 88,120

13.240 13,240 Square Feet Roofs, Thermoplastic, Building 4 7034 15 to 20 20.00 264,800ł 12.8% 400,131

1.233 15.1/0 15,170 Square Feet Roofs, Thermoplastic, Building 5 2036 15 to 20 20.00 303.400 303,400ł 16.0% 491,112

700 700 Square Feet Walls, Concrete Restoration and Inspections (Building 1) 2023 to 35 42.00 29,400 29,400 0.4% 30,429

11.8.20 52,800 52,800 Square Feet Walls, Masonry, Inspections and Repairs 2023 4.80 253,440 253,440 24.7% 262,310 322,446 396,369

1.980 12,800 12,800 Square Feet Windows and Doors, Frames, Paint Finishes, Inspections and Capital Repairs 2029 3.50 44,800 44,800 3.8% 56,998 70,065

Property Site Elements

4.020 11,250 11,250 Square Yards Asphalt Pavement, Patch Repairs 2023 1.00 11,250 11,250 1.3% 11,644 14,313 16,425 18,848 4.040 11,250 11,250 Square Yards Asphalt Pavement, Mill and Overlay, Streets 2026 15 to 20 21.00 236,250 236,250 9.7% 271,102

4.139 1 Allowance Concrete Pedestrian Bridge, Replacement 2024 to 65 30,000.00ł 30,000 30,000 0.4% 32,137

4.140 3,200 535 Square Feet Concrete Sidewalks and Stairs, Partial 2023 to 65 1t01 27.00 14,445 86,400 1.7% 14,951 17,757 21,089

4.600 2026 to 25 2,800.00 14,000 14,000 0.6% 16,065

4.640 imeter Walls, Concrete, Inspections and Capital Repairs 2029 10 to 15 10.00 8.900 8,900 0.4% 11,323

4.736 2.060 Retaining Walls, Masonry and Concrete, Inspections, Capital Repairs and Partial Replacements 2026 to 10 24.00 49.440 49.440 5.3% 56.734 69,740

4 740 Retaining Walls, Stone (Milrace Wall), Inspections and Capital Repairs 18.00 7.200 7,200 0.8% 8.262 10,156

1 801 350 Stairs and Deck, Building 5 Access, Deck Boards and Interim Repairs 2024 12 to 18 22.00 7.700 7.700 0.1% 8.248

1 802 350 re Feet Stairs and Deck, Building 5 Access, Replacement 2040 to 25 64.00 22 100 22.400

Reserve Study Update with Site Visit 2024 5.500.00 5.500 5.500 0.1% 05500

356,650 22,563 405,080 5,149 19,762 85,411 37,514 400,131 466,434 491.112ł 18,848

Printed on 10/19/2022 Expenditures - Section 3 - 1 of 2

Page 14

Reserve Advisors, LLC

Years 2038 to 2052 RESERVE EXPENDITURES

Whitehall Mill

Condominium Association, Inc.

Athens, Georgia

Life Analysis, Costs, $

Line Total Per Phase 1st Year of Tears Unit Per Phase Total Or Future 17 2002 2043 2044 2045 2046 2041 2049 2050 2051

Item Quantity Quantity Units Reserve Component Inventory Event Useful Remaining (2022) (2022) (2022) Expenditures 2038 2039 2040 2041

Exterior Building Elements

1.129 850 850 Square Feet Balconies, Rooftops, Waterproofing System, Replacement 2025 to 30 52.00 44,200 44,200 0.6%

1.240 2,300 460 Linear Feet Gutters and Downspouts, Aluminum and Galvanized Steel, Phased 2024 15 to 20 2 to 10 8.50 3,910 19,550 0.8% 7,780 8,334 9,564 10,245

1.275 1 Allowance Historic Equipment House, Inspections and Preservation Projects 2023 6 to 8 12,000.00 12,000 12,000 0.9% 21,536 28,359

1.276 Historic Equipment, Dampers, Inspections and Preservation Projects 2,500.00 2,500 2,500 0.2% 4,487

1.280 22 Squares Roofs, Asphalt Shingles, Building 3 and Shed 2024 15 to 20 500.00 11,000 11,000 0.4% 21,888

1.500 980 980 Square Feet Roof, Modified Bitumen, Historic Equipment House, Replacement 2023 15 to 20 54.00 52,920 52,920 1.9% 101,739łą

1.530 22.180 11,090 Square Feet Roofs, Thermoplastic, Building 1, Phased 2024 15 to 20 16.50 182,985źł 365,970 13.6% 364,102 376,845

5,160 5,160 Square Feet Roofs, Thermoplastic, Building 2 2023 15 to 20 16.50 85,140 85,140 3.0% 163,682

13.240 13,240 Square Feet Roofs, Thermoplastic, Building 4 7034 15 to 20 20.00 264,800ł 670,359ł

1.233 15.1/0 15,170 Square Feet Roofs, Thermoplastic, Building 5 2036 15 to 20 20.00 303,400îŚš 303,400îš 16.0% 851,581

700 700 Square Feet Walls, Concrete Restoration and Inspections (Building 1) 2023 to 35 42.00 29,400 29,400 0.4%

11.8.20 52,800 52,800 Square Feet Walls, Masonry, Inspections and Repairs 2023 4.80 253,440 253,440 24.7% 487,239 598,941

1.980 12,800 12,800 Square Feet Windows and Doors, Frames, Paint Finishes, Inspections and Capital Repairs 2029 3.50 44,800 44,800 3.8% 86,128 105,873

Property Site Elements

4.020 11,250 11,250 Square Yards Asphalt Pavement, Patch Repairs 2023 3 10 5 1.00 11,250 11,250 1.3% 21,628 28,480

4.040 11,250 11,250 Square Yards Asphalt Pavement, Mill and Overlay, Streets 2026 15 to 20 21.00 236,250 236,250 9.7% 539,436

4.139 1 Allowance Concrete Pedestrian Bridge, Replacement 2024 to 65 30,000.00ł 30,000 30,000 0.4%

4.140 3,200 535 Square Feet Concrete Sidewalks and Stairs, Partial 2023 to 65 1 to 1 27.00 14,445 86,400 1.7% 25,047 29,748 35,332

4.600 2026 to 25 2,800.00 14,000 14,000 0.6% 37,966

4.640 imeter Walls, Concrete, Inspections and Capital Repairs 2029 10 to 15 10.00 8.900 8,900 0.4% 18,970

4.736 2.060 Retaining Walls, Masonry and Concrete, Inspections, Capital Repairs and Partial Replacements 2026 to 10 24.00 49.440 49,440 5.3% 85,728 105.382 129,541

4 740 Retaining Walls, Stone (Milrace Wall), Inspections and Capital Repairs 2026 18.00 7.200 7,200 0.8% 12.485 15,347 18,865

1 801 350 Stairs and Deck, Building 5 Access, Deck Boards and Interim Repairs 2024 22.00 7.700 7.700 0.1%

1 802 350 re Feet Stairs and Deck, Building 5 Access, Replacement 2040 to 25 64 00 22.400 22.400 41.608

Reserve Study Update with Site Visit 2024 5.500.00 5500 5,500 0.1%

122 260 26.023 41,608 860.416 393,770 406,593 148,033 548,364 739,081 44,896 698,839 158,651 37,966 851,581

Printed on 10/19/2022 Expenditures - Section 3 - 2 of 2

Page 15

Reserve Advisors, LLC Page 1 of 1

RESERVE FUNDING PLAN

CASH FLOW ANALYSIS

Whitehall Mill

Condominium Association, Inc. Individual Reserve Budgets & Cash Flows for the Next 30 Years

Athens, Georgia FY2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 Reserves at Beginning of Year (Note 1) N/A 197,308ł 71,010 163,956ł 263,563 258,735 436,15ęł 384,050 576,250 761.955 890,106 1,074,544 903,913 673,38ł 424.598 Total Recommended Reserve Contributions (Note 2) 350,000 350,000 350,000 350,000 175,000 181,100 187,400 194,000 200,800 207,800 215,100 222,600 230,400 238,500 246,800 Estimated Interest Earned, During Year (Note 3) N/A 936 820 1,491 1,822 2,424 3,608 3,426 3,349 4,667 5,762 6,852 6,900 5,501 3,830 3,770 Anticipated Expenditures, By Year N/A (477,234) (257,874) (251,884) (356,650) (22,563) (405,080) (5,149) (19,762) (85,411) (37,514) (400,131) (466,434) (491,112) (18,848) Anticipated Reserves at Year End $197,308 $71,010 $163,956 $263,563 $258,735 $436,159 $598,304 $384,050 $576,250 $761,955 $890,106 $1,074,544 $903,913 $673,380 $424,598 $656,320

(NOTE 5) (NOTE 5)

Predicted Reserves based on 2022 funding level of: $50,000 197,308 (230,040)

(continued)

2038 2039 2040 2041 2042 2043 2044 2045 2046 2047 2048 2049 2050 2051 2052 Reserves at Beginning of Year 656.320 793.517 1,038,183 1,278,254 707,966 611.899 512,628 682.764 1,013,681 808.071 421,478 741,037 419,245 650.425 1.017.878 Total Recommended Reserve Contributions 255,400 264,300 273,600 283,200 293,100 303,40ął 314,000 325,000 336,400 348,200ł 360,40ął 373,00ął 386,10ął 399,60ął 413,60ął Estimated Interest Earned, During Year 5,057 6,389 8,079 6,928 4,603 3,922 4,169 5,917 6,354 4,288 4,055 4,047 3,731 5,819 5,592 Anticipated Expenditures, By Year (123,260) (26,023) (41,608łą (860,416) (393,77ąłą (406,593łą (148,033) (548,364) (739,081) (44,896ł (698,839) (158,651) (37,966) (851,581) Anticipated Reserves at Year End $793,517 $1,038,183 $1,278,254 $707,966 $611,899 $512,628 $682,764 $1,013,681 $808,071 $421,478 $741,037 $419,245 $650,425 $1,017,878 $585,489

(NOTE 4)

Explanatory Notes:

2) 2023 is the first year of recommended contributions.

5) Threshold Funding Years (reserve balance at critical point).

Printed on 10/19/2022 Funding Plan - Section 3

Page 16

Reserve Advisors, LLC *Refer to the Reserve Expenditures pages for the full list of reserve elements FIVE-YEAR OUTLOOK Whitehall Mill Condominium Association, Inc.

Athens, Georgia Line RUL = 0 1 2 3 4 5 Item Reserve Component Inventory FY2022 2023 2024 2025 2026 2027 ----------- -------------------------------------------------------------------------------------------------------------------------------------- ----------------- ----------------- ----------------- ----------------- ----------------- ----------------- Exterior Building Elements 1.129 Balconies, Rooftops, Waterproofing System, Replacement 49,005 1.240 Gutters and Downspouts, Aluminum and Galvanized Steel, Phased 4,188 4,487 1.275 Historic Equipment House, Inspections and Preservation Projects 12,420 1.276 Historic Equipment, Dampers, Inspections and Preservation Projects 2,588 1.280 Roofs, Asphalt Shingles, Building 3 and Shed 11,783 1.500 Roof, Modified Bitumen, Historic Equipment House, Replacement 54,772 1.530 Roofs, Thermoplastic, Building 1, Phased 196,018 202,879 1.531 Roofs, Thermoplastic, Building 2 88,120 1.819 Walls, Concrete Restoration and Inspections (Building 1) 30,429 1.820 Walls, Masonry, Inspections and Repairs 262,310 Property Site Elements 4.020 Asphalt Pavement, Patch Repairs 11,644 4.040 Asphalt Pavement, Mill and Overlay, Streets 271,102 4.139 Concrete Pedestrian Bridge, Replacement 32,137 4.140 Concrete Sidewalks and Stairs, Partial 14,951 4.600 Mailbox Stations 16,065 4.736 Retaining Walls, Masonry and Concrete, Inspections, Capital Repairs and Partial Replacements 56,734 4.740 Retaining Walls, Stone (Millrace Wall), Inspections and Capital Repairs 8,262 4.801 Stairs and Deck, Building 5 Access, Deck Boards and Interim Repairs 8,248 Reserve Study Update with Site Visit 5,500 -------------------------------------------------------------------------------------------------------------------------------------- ----------------- ----------------- ----------------- ----------------- ----------------- ----------------- Anticipated Expenditures, By Year ($8,374,727 over 30 years) 0 477,234 257,874 251,884 356,650 0 Printed on 10/19/2022 Five-Year Outlook - 1 of 1

Page 17

Page 4.1 - Reserve Component Detail

4. RESERVE COMPONENT DETAIL

The Reserve Component Detail of this Full Reserve Study includes enhanced solutions and procedures for select significant components. This section describes the Reserve Components, documents specific problems and condition assessments, and may include detailed solutions and procedures for necessary capital repairs and replacements for the benefit of current and future board members. We advise the Board use this information to help define the scope and procedures for repair or replacement when soliciting bids or proposals from contractors. However, the Report in whole or part is not and should not be used as a design specification or design engineering service.

Exterior Building Elements Exterior viewed from balcony Exterior overview Exterior overview Exterior overview

Page 18

Page 4.2 - Reserve Component Detail Balconies, Rooftop, Waterproofing System Line Item: 1.129 Quantity: Approximately 850 square feet of horizontal surface area.

History: We presume that the rooftop balcony waterproofing systems and decking are original to conversion in the 1990’s.

Condition: We note difficulty ascertaining a condition of these balconies due to a lack of access. We base our recommendations and timing on conversations with Management and the Board.

Locations of Association maintained balconies over living space Useful Life: Full replacement at up to 30 years with the benefit of timely capital repairs, which we recommend be funded through the operating budget.

Component Detail Notes: We surmise the balconies comprise thinset lightweight concrete over a waterproof membrane atop the wood structure below. A waterproof membrane minimizes storm water penetration into the wood structure and therefore minimizes future balcony deterioration.

Priority/Criticality: Defer only upon opinion of independent professional or engineer

Page 19

Page 4.3 - Reserve Component Detail Expenditure Detail Notes: Expenditure timing and costs are depicted in the Reserve Expenditures table in Section 3. Our cost includes the following activities per event:

• Removal of floor coverings • Removal and replacement of the entirety of the thinset concrete topping and underlying waterproof membrane • Partial replacement of the wood decking and framing components.

• Repairs of adjacent wall surfaces • Repairs to the railings as necessary • Replacement of perimeter sealants as needed • Replacement of wood balcony support posts as needed • Application of an acrylic based paint coating Gutters and Downspouts Line Item: 1.240 Quantity: Approximately 2,300 linear feet of galvanized steel and aluminum gutters and downspouts History: The ages of the gutters and downspouts vary and have been replaced as- needed.

Condition: Good to fair overall with rust evident.

Galvanized gutters and downspouts Rust at downspouts

Page 20

Page 4.4 - Reserve Component Detail Galvanized and aluminum gutters and downspouts Useful Life: 15to 20-years Component Detail Notes: The size of the gutter is determined by the roof's watershed area, a roof pitch factor and the rainfall intensity number of the Association's region. We recommend sloping gutters 1/16 inch per linear foot and providing fasteners a maximum of every three feet.

Downspouts can drain 100 square feet of roof area per one square inch of downspout cross sectional area. We recommend the use of downspout extensions and splash blocks at the downspout discharge to direct storm water away from the foundations.

Preventative Maintenance Notes: We note the following select recommended preventative maintenance activities to maximize the remaining useful life:

• Semi-annually:

o Clean out debris and leaves that collect in the gutters o Repair and refasten any loose gutter fasteners o Repair and seal any leaking seams or end caps o Verify downspouts discharge away from foundations Priority/Criticality: Defer only upon opinion of independent professional or engineer Expenditure Detail Notes: Expenditure timing and costs are depicted in the Reserve Expenditures table in Section 3.

Historic Equipment and House, Inspections and Preservation Line Items: 1.275 and 1.276 Quantity: One historic equipment house and associated equipment, and two dampers History: The exact age of these items are unknown, but presumed to remain from the time of mill operations.

Page 21

Page 4.5 - Reserve Component Detail Damper and roller system Window damper overview Historic mill equipment house, note chimney stack secured with cables Separation at chimney joint at historic equipment house Useful Life: We recommend the Association have the historic equipment house and dampers inspected and potentially make repairs or preservation measures every sixto eight-years.

Priority/Criticality: Defer only upon opinion of independent professional or engineer Expenditure Detail Notes: Expenditure timing and costs are depicted in the Reserve Expenditures table in Section 3. Actual costs of inspections and preservation projects may vary from our recommendations. Future updates of this study can implement any findings and recommendations from third-party professional engineers and historical preservation committees.

Page 22

Page 4.6 - Reserve Component Detail Roofs, Asphalt Shingles Line Item: 1.280 Quantity: Approximately 22 squares1 at Building 3 and the shed History: The age of the Building 3 roofs are unknown. We estimate the roof to be more than 15 years old.

Condition: Fair to poor overall with significantly weathered three-tab shingles evident.

Weathered three-tab shingles at building 3 Useful Life: 15to 20-years Component Detail Notes: The following cross-sectional schematic illustrates a typical asphalt shingle roof system although it may not reflect the actual configuration at Whitehall Mill:

1 We quantify the roof area in squares where one square is equal to 100 square feet of surface area.

Page 23

Page 4.7 - Reserve Component Detail Contractors use one of two methods for replacement of sloped roofs, either an overlayment or a tear-off. Overlayment is the application of new shingles over an existing roof. However, there are many disadvantages to overlayment including hidden defects of the underlying roof system, absorption of more heat resulting in accelerated deterioration of the new and old shingles, and an uneven visual appearance. Therefore, we recommend only the tear-off method of replacement. The tear-off method of replacement includes removal of the existing shingles, flashings if required and underlayments.

The Association should plan to coordinate the replacement of gutters and downspouts with the adjacent roofs. This will result in the most economical unit price and minimize the possibility of damage to other roof components as compared to separate replacements.

Preventative Maintenance Notes: We recommend the Association maintain a service and inspection contract with a qualified professional and record all documentation of repairs conducted. We note the following select recommended preventative maintenance activities to maximize the remaining useful life:

• Annually:

o Record any areas of water infiltration, flashing deterioration, damage or loose shingles o Implement repairs as needed if issues are reoccurring o Trim tree branches that are near or in contact with roof • As-needed:

o Ensure proper ventilation and verify vents are clear of debris and not blocked from attic insulation Priority/Criticality: Defer only upon opinion of independent professional or engineer Expenditure Detail Notes: Expenditure timing and costs are depicted in the Reserve Expenditures table in Section 3.

Roof, Modified Bitumen, Historic Equipment House Line Item: 1.500 Quantity: Approximately 980 square feet at the historic equipment house, beneath the rooftop deck.

History: The age of the roof system at the historic equipment house is unknown, and we estimate the wood base layer to be more than 25 years old.

Condition: Poor overall with significant wood deterioration and one area of complete failure of the roofing system.

Page 24

Page 4.8 - Reserve Component Detail Significant wood deterioration at underside of roofing system at historic mill equipment Weathered wood base layer Modified bitumen roof system beneath deck at historic equipment house Overview of roof at historic equipment house Inspection image from Parsons Roofing Co.

Useful Life: 15to 20-years

Page 25

Page 4.9 - Reserve Component Detail Component Detail Notes: Modified bitumen roofing systems are composed of factory manufactured sheets of polymer-modified bitumen with polyester and/or fiberglass reinforcements. The bitumen adds a waterproof characteristic to the system and the reinforcements add strength and puncture resistance. These factory assembled roofing systems offer the advantages of a built-up roofing system through a less labor intensive installation. The following detail depicts a typical modified bitumen roof although it may not reflect the actual configuration at Whitehall Mill:

Contractors can install a new modified bitumen roof in one of two ways: tear-off or an overlay. An overlay is the application of a new roof membrane over an existing roof.

This method, although initially more economical, often covers up problems with the deck, flashing and saturated insulation. The tear-off method of replacement includes removal of the existing roofing, flashings and insulation, and installation of a new roofing system.

The contractor should follow the manufacturer's directions and specifications upon installation of the roof. The contractor should remove the original insulation if saturated or compacted and apply a new layer of insulation per the manufacturer's instructions.

The insulation should fit loosely with gaps no greater than ¼ inch. Gaps will cause failure of the membrane later. Mechanical fastening of the insulation is the best manner of installation. The contractor applies the base sheet of roofing over the insulation board. This sheet is normally 30-pound material. The contractor should start the installation of a roof membrane from the lowest points of the roof. Mechanical fastening and embedding the base sheet in a flood coat of hot asphalt is the best manner of installation. The membrane and plies are either torch applied (thermoset) or hot asphalt

Page 26

Page 4.10 - Reserve Component Detail applied. We recommend the contractor use the torch method to install a modified bitumen membrane roof system.

• Semi-annually:

o Note drainage issues with water ponding after 48 hours of rainfall event. Verify scuppers and drains are free of debris.

Replace damaged or missing drain covers.

o Inspect perimeter flashing for loose fasteners, deflections, and sealant damage o Verify membrane surface is free of ruptures or damage, and areas of extensive blistering or bubbling o Remove oil spills or contaminants from mechanical equipment o In areas of possible foot traffic, remove any sharp debris or trash and note areas of crushed insulation o If frequency of leaks increase or location of water infiltration is unknown, we recommend the consideration of a thermal image inspection Priority/Criticality: Defer only upon opinion of independent professional or engineer Expenditure Detail Notes: Expenditure timing and costs are depicted in the Reserve Expenditures table in Section 3. The Association currently has a bid for repairs to the roof system at the historic equipment house for approximately $15,700. Due to the age of the overall structure and historic nature of the equipment within the house being preserved, we recommend a near term replacement of the entire roofing system, as opposed to repairs. Our estimate for cost of replacement includes the removal and replacement of the existing rooftop balcony deck, and the complete replacement of the modified bitumen roofing system, including a complete replacement of the wood deck which shows significant signs of deterioration and moisture.

Roofs, Thermoplastic Line Items: 1.530 through 1.533 Quantity and History:

Location Quantity (Square Feet)

Year(s) of Construction Building 1 22,180 2005 Building 2 5,160 2005 Building 4 13,240 Recovered 2019 Building 5 15,170 Recovered 2020

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Page 4.11 - Reserve Component Detail Condition: We note due to the configuration of buildings 1 and 2, we were unable to ascertain the condition of the roofs. Management and the Board expect near term replacement or recovery of these roofs. The roofs at Buildings 4 and 5 are in good to fair condition with evidence of standing water.

Roof overview at building 4 (lower) Evidence of standing water at building 4 Building 5 roof overview Underside of roof structure at building 5 Useful Life: 15to 20-years Component Detail Notes: Thermoplastic roofs include the following:

• Polyvinyl chloride (PVC or simply vinyl)

• PVC alloys or compounded thermoplastics • Thermoplastic olefin (TPO)

• Chlorinated polyethylene (CPE)

The following characteristics define most thermoplastic roofs:

• Attachment to the roof deck is either fully adhered, mechanical or ballasted • Membranes are commonly white and reinforced with polyester

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Page 4.12 - Reserve Component Detail • Seams are sealed with heat or chemical welding • Sheet widths range from 6to 12-feet wide • Sheets are typically 40to 100-mils thick • Single ply (one layer)

Over time, exposure to ultraviolet light, heat and weather degrade the membrane. This degradation results in membrane damage from thermal expansion and contraction, adverse weather and pedestrian traffic. The aging process makes the membrane less pliable and more difficult to maintain. Ponding water on the roof can increase the effects of ultraviolet light on the membrane and contaminants in ponded water can cause the membrane to deteriorate prematurely. Thermoplastic roofs (especially TPO)

are relatively new and their long term performance is not well defined.

Contractors can install a new thermoplastic roof in one of two ways: tear-off or an overlay. An overlay is the application of a new roof membrane over an existing roof.

The insulation should fit loosely with gaps no greater than ¼ inch. Gaps will cause failure of the membrane later. Mechanical fastening of the insulation is the best manner of installation.

• Semi-annually:

o Note drainage issues with water ponding after 48 hours of rainfall event. Verify scuppers and drains are free of debris.

Replace damaged or missing drain covers.

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Page 4.13 - Reserve Component Detail Expenditure Detail Notes: Expenditure timing and costs are depicted in the Reserve Expenditures table in Section 3. We note that Buildings 4 and 5 were recovered as opposed to replaced. We note that future replacements of these roofs will likely require more removal and labor costs. We recommend the replacement of the TPO roofs as opposed to recovery. If the Association wishes to recover roofs at Buildings 1 and 2, we recommend conducting moisture surveys to ascertain if recovery is an acceptable option for the roofing system.

Walls, Masonry Line Items: 1.819 and 1.820 Quantity: Approximately 52,800 square feet of masonry comprises the exterior walls.

We note that approximately 700 square feet of concrete façade at the underside of unit 3 is severely deteriorated with exposed reinforcement and will likely require concrete restoration measures in the near term.

History: Significantly varying ages and extensive repairs and rebuilds which also vary in ages.

Condition: We note significantly weathered masonry throughout the community.

Good overall with the following evident:

• Common Brick Masonry and Limited Quantities of River Rock and Concrete Construction • Extensive previous repairs evident • Excessive lintel rust is evident • Masonry exhibits systemic cracks, spalls and significant weathering.

• We note significant concrete deterioration with exposed reinforcement evident.

Masonry facade at building 2 Masonry cracks and concrete deterioration with exposed reinforcement

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Page 4.14 - Reserve Component Detail Repairs at building 4 Hallway masonry at building 5 Separation at chimney joint at historic equipment house Windows with painted lintels Significantly weathered lintel I-beam and masonry facade

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Page 4.15 - Reserve Component Detail Limited quantities of River Rock facade Detail view of River rock and mortar Masonry walls overview Significant masonry repairs at doorway Weathered masonry with partial replacements at unit 5 Masonry facade

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Page 4.16 - Reserve Component Detail Frequent previous repairs evident Historic equipment housing facade Masonry facade at unit 31 exit Pavement parking area overview Useful Life: We advise a complete inspection of the masonry and related masonry repairs 8to 12-years to forestall deterioration. We note a need for concrete restoration to be likely at up to 35 years.

Component Detail Notes: Common types of masonry deterioration include efflorescence, spalling, joint deterioration and cracking. The primary cause of efflorescence, cracks and face spall is water infiltration; therefore, prevention of water infiltration is the principal concern for the maintenance of masonry applications.

Repointing is a process of raking and cutting out defective mortar to a depth of not less than ½ inch nor more than ¾ inch and replacing it with new mortar. Face grouting is the process of placing mortar over top of the existing mortar. We advise against face grouting because the existing, often deteriorated mortar does not provide a solid base for the new mortar. New mortar spalls at face grouted areas will likely occur. One purpose of a mortar joint is to protect the masonry by relieving stresses within the wall caused by expansion, contraction, moisture migration and settlement. Repointed mortar joints are more effective if the mortar is softer and more permeable than the masonry units, and no harder or less permeable than the existing mortar. The masonry contractor should address these issues within the proposed scope of work.

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Page 4.17 - Reserve Component Detail We recommend an inspection, partial repair and replacement of the steel lintels. Lintels are structural supports or beams above windows and doors. Fatigued lintels also allow the direct penetration of storm water into the wall assembly. These inspections should locate areas of rust on the lintels and cracks or other structural damage to the walls around lintels. The contractor should remove any areas of rust, prime and paint these lintels. Paint protects and maximizes the remaining useful life of the lintels and therefore the exterior wall systems. Structural damage can eventually lead to costly replacements of lintels and surrounding wall systems. The following diagram details a typical metal lintel and weep system and may not reflect the actual configuration at the Association:

Priority/Criticality: Defer only upon opinion of independent professional or engineer Expenditure Detail Notes: Expenditure timing and costs are depicted in the Reserve Expenditures table in Section 3. Due to aesthetic and historic preservation purposes, we do not recommend paint finishes to the masonry. Our cost includes the following activities:

• Complete inspection of the masonry • Repointing of up to twenty percent (20%) of the masonry • Replacement of up to two percent (2%) (The exact amount of area in need of replacement will be discretionary based on the actual future conditions and the desired appearance.)

• Replacement/flashing installation at up to five percent (5%) of the metal lintels • Paint applications to the metal lintels (approximately 800 linear feet)

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Page 4.18 - Reserve Component Detail Windows and Doors, Frames Line Item: 1.980 Quantity: Approximately 12,800 linear feet of window and door frames which vary from wood to steel construction.

History: Significantly varying ages, with the most recent paint finishes having been applied within the past two years.

Condition: Fair overall condition.

Steel frame windows Windows and doors overview Wood frame windows Wood frame windows

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Page 4.19 - Reserve Component Detail Original factory steel window frames Useful Life: Paint finishes, inspections and capital repairs every sixto eight-years Component Detail Notes: Construction includes the following:

• Wood and steel frames • Single pane windows • Single-hung swinging, hinged, sliding, and fixed windows Properly designed window assemblies anticipate the penetration of some storm water beyond the gaskets. This infiltrated storm water collects in an internal drainage system and drains, or exits, the frames through weep holes. These weep holes can become clogged with dirt or if a sealant is applied, resulting in trapped storm water. However, as window frames, gaskets and sealants deteriorate, leaks into the interior can result. The windows will eventually need replacement or major capital repairs to prevent water infiltration and damage from wind driven rain.

The thermal efficiencies of the window and door assemblies are affected by their design and construction components. These components include glazings, thickness of air space between glazings, low-conductivity gas, tinted coatings, low-e coatings and thermal barriers. The Association should thoroughly investigate these component options at the time of replacement. Some manufacturers may include these components as part of the standard product and other manufacturers may consider these components as options for an additional cost. Whitehall Mill should review the specifications provided by the manufacturers to understand the thermal design and construction components of the proposed assemblies.

Preventative Maintenance Notes: We note the following select recommended preventative maintenance activities to maximize the remaining useful life:

• Annually:

o Inspect and repair loose weather stripping and/or lock damage o Inspect for broken glass and damaged screens o Record instances of water infiltration, trapped moisture or leaks

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Page 4.20 - Reserve Component Detail • As-needed:

o Verify weep holes are unobstructed and not blocked with dirt or sealant, if applicable o Replace damaged or deteriorated sliding glass rollers, if applicable Priority/Criticality: Defer only upon opinion of independent professional or engineer Expenditure Detail Notes: Expenditure timing and costs are depicted in the Reserve Expenditures table in Section 3. We note that historical preservation codes may restrict the community from replacements of the window frames. We recommend inspections and capital repairs, as well as replacements in severe cases if capable. Our estimate for cost of inspections and capital repairs includes the following:

• Complete inspection and paint finishes to the window frames • Replacement of up to thirty-three percent (33%) of the sealants • Repairs and partial replacements of up to fifteen percent (15%) of the window frames.

Property Site Elements Asphalt Pavement, Repaving Line Items: 4.020 and 4.040 Quantity: Approximately 11,250 square yards which includes limited quantities of stamped and colored asphalt.

History:

• Repaving: Initial paving was approximately 1997 • Repairs: Repaired in 2022.

Condition: Fair to poor overall with significant deterioration including pothole formation and alligator cracks.

Pavement deterioration Stamped asphalt

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Page 4.21 - Reserve Component Detail Pothole formation Significant deterioration of asphalt pavement Upper parking area overview Alligator cracks at upper parking area Pavement patch Useful Life: 15to 20-years with the benefit of patch repairs events every threeto five-years Component Detail Notes: Patch repairs are conducted at areas exhibiting settlement, potholes, or excessive cracking. These conditions typically occur near high traffic areas, catch basins, and pavement edges.

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Page 4.22 - Reserve Component Detail The initial installation of asphalt uses at least two lifts, or two separate applications of asphalt, over the base course. The first lift is the binder course. The second lift is the wearing course. The wearing course comprises a finer aggregate for a smoother more watertight finish. The following diagram depicts the typical components although it may not reflect the actual configuration at Whitehall Mill:

The manner of repaving is either a mill and overlay or total replacement. A mill and overlay is a method of repaving where cracked, worn and failed pavement is mechanically removed or milled until sound pavement is found. A new layer of asphalt is overlaid atop the remaining base course of pavement. Total replacement includes the removal of all existing asphalt down to the base course of aggregate and native soil followed by the application of two or more new lifts of asphalt. We recommend mill and overlayment on asphalt pavement that exhibits normal deterioration and wear. We recommend total replacement of asphalt pavement that exhibits severe deterioration, inadequate drainage, pavement that has been overlaid multiple times in the past or where the configuration makes overlayment not possible. Based on the apparent visual condition and configuration of the asphalt pavement, we recommend the mill and overlay method of repaving at Whitehall Mill.

Preventative Maintenance Notes: We note the following select recommended preventative maintenance activities to maximize the remaining useful life:

• Annually:

o Inspect for settlement, large cracks and trip hazards, and ensure proper drainage o Repair areas which could cause vehicular damage such as potholes

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Page 4.23 - Reserve Component Detail • As needed:

o Perform crack repairs and patching Priority/Criticality: Defer only upon opinion of independent professional or engineer Expenditure Detail Notes: Expenditure timing and costs are depicted in the Reserve Expenditures table in Section 3. Our cost includes an allowance for patching of up to two percent (2%) of the pavement. Our cost for milling and overlayment includes area patching of up to twenty-five percent (25%).

Concrete Sidewalks, Stairs and Pedestrian Bridge Line Items: 4.139 and 4.140 Quantity: Approximately 3,200 square feet of concrete sidewalks and stairs, and a pedestrian bridge, spanning the millrace approximately 20 feet in length Condition: The sidewalks and stairs vary in condition from fair to poor, we note damage and trip hazards evident. We note significant deterioration at the pedestrian bridge. We recommend the Association to contract a structural engineer to opine on whether or not the pedestrian bridge should be remediated or restored, as opposed to completely replaced.

Concrete flatwork near building 5 Concrete sidewalk

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Page 4.24 - Reserve Component Detail Concrete stairs at building 3 Deterioration at concrete stairs at pedestrian bridge Concrete stairs near building 4 Concrete stairs r Useful Life: Up to 65 years although interim deterioration of areas is common Preventative Maintenance Notes: We note the following select recommended preventative maintenance activities to maximize the remaining useful life:

• Annually:

o Inspect and repair major cracks, spalls and trip hazards o Mark with orange safety paint prior to replacement or repair o Repair or perform concrete leveling in areas in immediate need of repair or possible safety hazard Priority/Criticality: Per Board discretion Expenditure Detail Notes: Expenditure timing and costs are depicted in the Reserve Expenditures table in Section 3. We estimate that the entirety of the concrete sidewalks, will likely require replacement during the next 30 years.

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Page 4.25 - Reserve Component Detail Mailbox Stations Line Item: 4.600 Quantity: Five stations History: The age was unavailable at the time of our inspection.

Condition: Good to fair overall Mailbox stations Mailbox stations Useful Life: Up to 25 years Preventative Maintenance Notes: We note the following select recommended preventative maintenance activities to maximize the remaining useful life:

• As-needed:

o Inspect and repair damage, vandalism, and finish deterioration o Verify posts are anchored properly Priority/Criticality: Per Board discretion Expenditure Detail Notes: Expenditure timing and costs are depicted in the Reserve Expenditures table in Section 3.

Perimeter Walls, Concrete Line Item: 4.640 Quantity: Approximately 2,170 square feet of surface area and approximately 890 linear feet History: The age of the perimeter walls is unknown.

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Page 4.26 - Reserve Component Detail Condition: Fair overall with frequent stains, cracks and isolated exposed concrete reinforcement evident Concrete wall at upper parking area Cracks and exposed concrete reinforcement Wall overview Useful Life: Every 10to 15-years Preventative Maintenance Notes: We note the following select recommended preventative maintenance activities to maximize the remaining useful life:

• As-needed:

o Inspect for significant damage, spalling and cracks. If these conditions exist, perform near term repairs and remediation, utilizing reserve funds if project scope warrants.

o Ensure irrigation heads are directed away from the walls and tree roots do not undermine the support columns Priority/Criticality: Not recommended to defer Expenditure Detail Notes: Expenditure timing and costs are depicted in the Reserve Expenditures table in Section 3.

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Page 4.27 - Reserve Component Detail Retaining Walls, Masonry and Concrete Line Item: 4.736 Quantity: Approximately 2,060 square feet of masonry and concrete retaining walls.

The heights of the walls vary from twoto eight-feet tall.

History: The age of the retaining walls is unknown.

Condition: Varying from fair to poor overall condition. We note stabilization at the retaining wall near building 4.

Retaining wall near building 4 Stabilized retaining wall with repairs Retaining wall near building 5 and barn Step cracks and header deterioration Useful Life: Concrete retaining walls have indeterminate useful lives. However, we recommend the Association plan for inspections, capital repairs and partial replacements every ten years to forestall deterioration.

Priority/Criticality: Defer only upon opinion of independent professional or engineer

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Page 4.28 - Reserve Component Detail Expenditure Detail Notes: Expenditure timing and costs are depicted in the Reserve Expenditures table in Section 3. Our cost estimate for inspections, capital repairs and partial replacements anticipates the following per event:

• Inspections of the entirety of the masonry and concrete retaining walls • Replacement of approximately fifteen percent (15%) of the retaining walls • Crack repairs and repointing of up to fifteen percent (15%) of the retaining walls.

Updates of this Reserve Study will continue to monitor the rate of deterioration and incorporate any available inspection reports. Future updates of this study will consider the need for total replacement of the walls.

Retaining Walls, Stone (Millrace Wall)

Line Item: 4.740 Quantity: Approximately 400 linear feet History: The wall was originally constructed in the 1830’s to function as a millrace. A history of rebuilds and repairs is unknown.

Condition: We do not note significant deterioration, leaning or eroded sections of the wall. Vegetative growth is present.

Stone retaining wall Stone retaining wall near building 3

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Page 4.29 - Reserve Component Detail Stone retaining wall Stone retaining wall r Useful Life: Stone retaining walls have indeterminate useful lives. However, we recommend the Association plan for inspections and capital repairs every 10to 15- years to forestall deterioration.

Priority/Criticality: Defer only upon opinion of independent professional or engineer Expenditure Detail Notes: Expenditure timing and costs are depicted in the Reserve Expenditures table in Section 3. Our cost includes an allowance for an inspection, partial resetting and replacement of up to seven percent (7%). Updates of this Reserve Study will continue to monitor the rate of deterioration and incorporate any available inspection reports. Due to the historic nature of this wall, the method of capital repairs and preservation of the wall may vary from our recommendations.

Stairs and Deck, Building 5 Access Line Items: 4.801 and 4.802 Quantity: Two sets of stairs and decking which comprise approximately 350 square feet History: Approximately 10to 15-years old.

Condition: Good to fair overall condition with damaged composite railings and weathered wood decking evident.

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Page 4.30 - Reserve Component Detail Access at building 5 Damaged composite railing Galvanized steel and wood railing Structure detail Weathered wood decking Useful Life: Up to 35 years with the benefit of deck board replacement and interim repairs every 12to 18-years.

Priority/Criticality: Defer only upon opinion of independent professional or engineer

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Page 4.31 - Reserve Component Detail Expenditure Detail Notes: Expenditure timing and costs are depicted in the Reserve Expenditures table in Section 3. Our estimate for cost of deck boards and interim repairs includes the following:

• Complete deck board replacement • Repairs to the railings and wood frame as-necessary Reserve Study Update An ongoing review by the Board and an Update of this Reserve Study are necessary to ensure an equitable funding plan since a Reserve Study is a snapshot in time. Many variables change after the study is conducted that may result in significant overfunding or underfunding the reserve account. Variables that may affect the Reserve Funding Plan include, but are not limited to:

• Deferred or accelerated capital projects based on Board discretion • Changes in the interest rates on reserve investments • Changes in the local construction inflation rate • Additions and deletions to the Reserve Component Inventory • The presence or absence of maintenance programs • Unusually mild or extreme weather conditions • Technological advancements Periodic updates incorporate these variable changes since the last Reserve Study or Update. We recommend the Board budget for an Update to this Reserve Study in twoto three-years. Budgeting for an Update demonstrates the Board's objective to continue fulfilling its fiduciary responsibility to maintain the commonly owned property and to fund reserves appropriately.

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Page 5.1 - Methodology

5. METHODOLOGY

Reserves for replacement are the amounts of money required for future expenditures to repair or replace Reserve Components that wear out before the entire facility or project wears out. Reserving funds for future repair or replacement of the Reserve Components is also one of the most reliable ways of protecting the value of the property’s infrastructure and marketability.

Whitehall Mill can fund capital repairs and replacements in any combination of the following:

1. Increases in the operating budget during years when the shortages occur

2. Loans using borrowed capital for major replacement projects

3. Level annual reserve assessments annually adjusted upward for inflation to increase reserves to fund the expected major future expenditures

4. Special assessments We do not advocate special assessments or loans unless near term circumstances dictate otherwise. Although loans provide a gradual method of funding a replacement, the costs are higher than if the Association were to accumulate reserves ahead of the actual replacement. Interest earnings on reserves also accumulate in this process of saving or reserving for future replacements, thereby defraying the amount of gradual reserve collections. We advocate the third method of Level Monthly Reserve Assessments with relatively minor annual adjustments. The method ensures that Homeowners pay their "fair share" of the weathering and aging of the commonly owned property each year. Level reserve assessments preserve the property and enhance the resale value of the homes.

This Reserve Study is in compliance with and exceeds the National standards1 set forth by the Association of Professional Reserve Analysts (APRA) fulfilling the requirements of a “Level I Full Reserve Study.” These standards require a Reserve Component to have a “predictable remaining Useful Life.” Estimating Remaining Useful Lives and Reserve Expenditures beyond 30 years is often indeterminate. Long-Lived Property Elements are necessarily excluded from this analysis. We considered the following factors in our analysis:

• The Cash Flow Method to compute, project and illustrate the 30-year Reserve Funding Plan • Local2 costs of material, equipment and labor • Current and future costs of replacement for the Reserve Components • Costs of demolition as part of the cost of replacement • Local economic conditions and a historical perspective to arrive at our estimate of long-term future inflation for construction costs in Athens, 1 Identified in the APRA “Standards - Terms and Definitions” and the CAI "Terms and Definitions"

2 See Credentials for additional information on our use of published sources of cost data.

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Page 5.2 - Methodology Georgia at an annual inflation rate3. Isolated or regional markets of greater construction (development) activity may experience slightly greater rates of inflation for both construction materials and labor.

• The past and current maintenance practices of Whitehall Mill and their effects on remaining useful lives • Financial information provided by the Association pertaining to the cash status of the reserve fund and budgeted reserve contribution • The anticipated effects of appreciation of the reserves over time in accord with a return or yield on investment of your cash equivalent assets. (We did not consider the costs, if any, of Federal and State Taxes on income derived from interest and/or dividend income).

• The Funding Plan excludes necessary operating budget expenditures. It is our understanding that future operating budgets will provide for the ongoing normal maintenance of Reserve Components.

Updates to this Reserve Study will continue to monitor historical facts and trends concerning the external market conditions.

3 Derived from Marshall & Swift, historical costs and the Bureau of Labor Statistics.

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Page 6.1 - Credentials

6. CREDENTIALS

HISTORY AND DEPTH OF SERVICE

Founded in 1991, Reserve Advisors is the leading provider of reserve studies, insurance appraisals, developer turnover transition studies, expert witness services, and other engineering consulting services. Clients include community associations, resort properties, hotels, clubs, non-profit organizations, apartment building owners, religious and educational institutions, and office/commercial building owners in 48 states, Canada and throughout the world.

The architectural engineering consulting firm was formed to take a leadership role in helping fiduciaries, boards, and property managers manage their property like a business with a long-range master plan known as a Reserve Study.

Reserve Advisors employs the largest staff of Reserve Specialists with bachelor’s degrees in engineering dedicated to Reserve Study services. Our founders are also founders of Community Associations Institute's (CAI) Reserve Committee that developed national standards for reserve study providers. One of our founders is a Past President of the Association of Professional Reserve Analysts (APRA). Our vast experience with a variety of building types and ages, on-site examination and historical analyses are keys to determining accurate remaining useful life estimates of building components.

No Conflict of Interest - As consulting specialists, our independent opinion eliminates any real or perceived conflict of interest because we do not conduct or manage capital projects.

TOTAL STAFF INVOLVEMENT

Several staff members participate in each assignment. The responsible advisor involves the staff through a Team Review, exclusive to Reserve Advisors, and by utilizing the experience of other staff members, each of whom has served hundreds of clients. We conduct Team Reviews, an internal quality assurance review of each assignment, including: the inspection;

building component costing; lifing; and technical report phases of the assignment. Due to our extensive experience with building components, we do not have a need to utilize subcontractors.

OUR GOAL

To help our clients fulfill their fiduciary responsibilities to maintain property in good condition.

VAST EXPERIENCE WITH A VARIETY OF BUILDINGS

Reserve Advisors has conducted reserve studies for a multitude of different communities and building types. We've analyzed thousands of buildings, from as small as a 3,500-square foot day care center to a 2,600,000-square foot 98-story highrise. We also routinely inspect buildings with various types of mechanical systems such as simple electric heat, to complex systems with air handlers, chillers, boilers, elevators, and life safety and security systems.

We're familiar with all types of building exteriors as well. Our well-versed staff regularly identifies optimal repair and replacement solutions for such building exterior surfaces such as adobe, brick, stone, concrete, stucco, EIFS, wood products, stained glass and aluminum siding, and window wall systems.

OLD TO NEW

Reserve Advisors’ experience includes ornate and vintage buildings as well as modern structures. Our specialists are no strangers to older buildings. We're accustomed to addressing the unique challenges posed by buildings that date to the 1800's. We recognize and consider the methods of construction employed into our analysis. We recommend appropriate replacement programs that apply cost effective technologies while maintaining a building's character and appeal.

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Page 6.2 - Credentials BRANDON L. BLOOMER, MBA, RS Responsible Advisor CURRENT CLIENT SERVICES Brandon Bloomer is an Associate Engineer for Reserve Advisors, LLC. Mr.

Bloomer is responsible for the inspection and analysis of the condition of clients' property, and recommending engineering solutions to prolong the lives of the components. He also forecasts capital expenditures for the repair and/or replacement of the property components and prepares technical reports on assignments. He is responsible for conducting Life Cycle Cost Analysis and Capital Replacement Forecast services and the preparation of Reserve Studies for condominiums, townhomes and homeowners associations.

The following is a partial list of clients served by Brandon Bloomer demonstrating his breadth of experiential knowledge of community associations in construction and related buildings systems.

The Sawgrass Players Club Association, Inc. - Located in Ponte Vedra, Florida, this Master Association is comprised of over 1,800 homes at the historic TPC Sawgrass golf course. The Master Association maintains multiple pool and recreation areas, streets, gate houses, and concrete bridges. The Association also maintains an extensive stormwater management system including weirs, dams, pipes, and high-volume pump stations.

The Palms at Marsh Landing Condominium Association – This condominium association located in Jacksonville Beach, Florida was constructed from 1995-1998. The community is comprised of 419 units in 34 buildings. The buildings are comprised of painted stucco exterior walls, asphalt shingle roofs, exterior staircases, and breezeways located on the front and centers of the buildings. Additionally the property has a clubhouse, a pool house, multiple ponds with bulkheads, and two swimming pools.

Wekiva Fairway Condominium Association, Inc. – This townhome association was built in 1981 and is located in Longwood, Florida. The community consists of 12 buildings which contain 48 units along the fairways of Wekiva Golf Club. The buildings are comprised of a combination of painted plywood siding and stucco. The community also features a pool and pool house for their residents.

Bronson’s Landing Homeowners Association, Inc. - This single family home community contains 126 residential homes and is located in Winter Garden, Florida. The Association maintains the shared common elements including a beautiful common area pergola, a pond with multiple fountains, and nearly half a mile of masonry brick perimeter wall.

Willowcove Master Association, Inc. - This homeowners’ association is located in Ponte Vedra, Florida features 342 single family homes, multiple ponds, and multiple playgrounds throughout the community.

PRIOR RELEVANT EXPERIENCE

Before joining Reserve Advisors, LLC, Mr. Bloomer successfully completed the bachelors program in Industrial Engineering from Texas A&M University-Commerce. He was the sole proprietor of UQSC Solutions, where he contracted with numerous companies in the oil & gas industry implementing quality management systems (QMS) and intuitive inventory tracking systems throughout supply chains. He also served honorably in the United States Marine Corps for six years as an Engineer Equipment Operator, as a Sergeant he was the foreman of IRT Old Harbor, Alaska where he and his Marines completed the extension of an airplane runway for the village of Old Harbor.

EDUCATION

Texas A&M University-Commerce - B.S. Industrial Engineering Western Governor’s University - Master of Business Administration PROFESSIONAL AFFILIATIONS/DESIGNATIONS Reserve Specialist (RS) - Community Associations Institute

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Page 6.3 - Credentials ALAN M. EBERT, P.E., PRA, RS Director of Quality Assurance CURRENT CLIENT SERVICES Alan M. Ebert, a Professional Engineer, is the Director of Quality Assurance for Reserve Advisors. Mr. Ebert is responsible for the management, review and quality assurance of reserve studies. In this role, he assumes the responsibility of stringent report review analysis to assure report accuracy and the best solution for Reserve Advisors’ clients.

Mr. Ebert has been involved with thousands of Reserve Study assignments. The following is a partial list of clients served by Alan Ebert demonstrating his breadth of experiential knowledge of community associations in construction and related buildings systems.

Brownsville Winter Haven Located in Brownsville, Texas, this unique homeowners association contains 525 units. The Association maintains three pools and pool houses, a community and management office, landscape and maintenance equipment, and nine irrigation canals with associated infrastructure.

Rosemont Condominiums This unique condominium is located in Alexandria, Virginia and dates to the 1940's. The two mid-rise buildings utilize decorative stone and brick masonry. The development features common interior spaces, multi-level wood balconies and common asphalt parking areas.

Stillwater Homeowners Association Located in Naperville, Illinois, Stillwater Homeowners Association maintains four tennis courts, an Olympic sized pool and an upscale ballroom with commercial-grade kitchen. The community also maintains three storm water retention ponds and a detention basin.

Birchfield Community Services Association This extensive Association comprises seven separate parcels which include 505 townhome and single family homes. This Community Services Association is located in Mt. Laurel, New Jersey. Three lakes, a pool, a clubhouse and management office, wood carports, aluminum siding, and asphalt shingle roofs are a few of the elements maintained by the Association.

Oakridge Manor Condominium Association Located in Londonderry, New Hampshire, this Association includes 104 units at 13 buildings. In addition to extensive roads and parking areas, the Association maintains a large septic system and significant concrete retaining walls.

Memorial Lofts Homeowners Association This upscale high rise is located in Houston, Texas. The 20 luxury units include large balconies and decorative interior hallways. The 10-story building utilizes a painted stucco facade and TPO roof, while an on-grade garage serves residents and guests.

PRIOR RELEVANT EXPERIENCE

Mr. Ebert earned his Bachelor of Science degree in Geological Engineering from the University of Wisconsin-Madison. His relevant course work includes foundations, retaining walls, and slope stability.

Before joining Reserve Advisors, Mr. Ebert was an oilfield engineer and tested and evaluated hundreds of oil and gas wells throughout North America.

EDUCATION

University of Wisconsin-Madison - B.S. Geological Engineering PROFESSIONAL AFFILIATIONS/DESIGNATIONS Professional Engineering License – Wisconsin, North Carolina, Illinois, Colorado Reserve Specialist (RS) - Community Associations Institute Professional Reserve Analyst (PRA) - Association of Professional Reserve Analysts

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Page 6.4 - Credentials RESOURCES Reserve Advisors utilizes numerous resources of national and local data to conduct its Professional Services. A concise list of several of these resources follows:

Association of Construction Inspectors, (ACI) the largest professional organization for those involved in construction inspection and construction project management. ACI is also the leading association providing standards, guidelines, regulations, education, training, and professional recognition in a field that has quickly become important procedure for both residential and commercial construction, found on the web at www.iami.org.

American Society of Heating, Refrigerating and Air-Conditioning Engineers, Inc., (ASHRAE) the American Society of Heating, Refrigerating and Air-Conditioning Engineers, Inc., devoted to the arts and sciences of heating, ventilation, air conditioning and refrigeration; recognized as the foremost, authoritative, timely and responsive source of technical and educational information, standards and guidelines, found on the web at www.ashrae.org. Reserve Advisors actively participates in its local chapter and holds individual memberships.

Community Associations Institute, (CAI) America's leading advocate for responsible communities noted as the only national organization dedicated to fostering vibrant, responsive, competent community associations. Their mission is to assist community associations in promoting harmony, community, and responsible leadership.

Marshall & Swift / Boeckh, (MS/B) the worldwide provider of building cost data, co-sourcing solutions, and estimating technology for the property and casualty insurance industry found on the web at www.marshallswift.com.

R.S. Means CostWorks, North America's leading supplier of construction cost information. As a member of the Construction Market Data Group, Means provides accurate and up-to-date cost information that helps owners, developers, architects, engineers, contractors and others to carefully and precisely project and control the cost of both new building construction and renovation projects found on the web at www.rsmeans.com.

Reserve Advisors’ library of numerous periodicals relating to reserve studies, condition analyses, chapter community associations, and historical costs from thousands of capital repair and replacement projects, and product literature from manufacturers of building products and building systems.

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Page 7.1 - Definitions

7. DEFINITIONS

Definitions are derived from the standards set forth by the Community Associations Institute (CAI)

representing America's 305,000 condominium and homeowners associations and cooperatives, and the Association of Professional Reserve Analysts, setting the standards of care for reserve study practitioners.

Cash Flow Method - A method of calculating Reserve Contributions where contributions to the reserve fund are designed to offset the variable annual expenditures from the reserve fund. Different Reserve Funding Plans are tested against the anticipated schedule of reserve expenses until the desired funding goal is achieved.

Component Method - A method of developing a Reserve Funding Plan with the total contribution is based on the sum of the contributions for individual components.

Current Cost of Replacement - That amount required today derived from the quantity of a Reserve Component and its unit cost to replace or repair a Reserve Component using the most current technology and construction materials, duplicating the productive utility of the existing property at current local market prices for materials, labor and manufactured equipment, contractors' overhead, profit and fees, but without provisions for building permits, overtime, bonuses for labor or premiums for material and equipment. We include removal and disposal costs where applicable.

Fully Funded Balance - The Reserve balance that is in direct proportion to the fraction of life "used up"

of the current Repair or Replacement cost similar to Total Accrued Depreciation.

Funding Goal (Threshold) - The stated purpose of this Reserve Study is to determine the adequate, not excessive, minimal threshold reserve balances.

Future Cost of Replacement - Reserve Expenditure derived from the inflated current cost of replacement or current cost of replacement as defined above, with consideration given to the effects of inflation on local market rates for materials, labor and equipment.

Long-Lived Property Component - Property component of Whitehall Mill responsibility not likely to require capital repair or replacement during the next 30 years with an unpredictable remaining Useful Life beyond the next 30 years.

Percent Funded - The ratio, at a particular point of time (typically the beginning of the Fiscal Year), of the actual (or projected) Reserve Balance to the Fully Funded Balance, expressed as a percentage.

Remaining Useful Life - The estimated remaining functional or useful time in years of a Reserve Component based on its age, condition and maintenance.

Reserve Component - Property elements with: 1) Whitehall Mill responsibility; 2) limited Useful Life expectancies; 3) predictable Remaining Useful Life expectancies; and 4) a replacement cost above a minimum threshold.

Reserve Component Inventory - Line Items in Reserve Expenditures that identify a Reserve Component.

Reserve Contribution - An amount of money set aside or Reserve Assessment contributed to a Reserve Fund for future Reserve Expenditures to repair or replace Reserve Components.

Reserve Expenditure - Future Cost of Replacement of a Reserve Component.

Reserve Fund Status - The accumulated amount of reserves in dollars at a given point in time, i.e., at year end.

Reserve Funding Plan - The portion of the Reserve Study identifying the Cash Flow Analysis and containing the recommended Reserve Contributions and projected annual expenditures, interest earned and reserve balances.

Reserve Study - A budget planning tool that identifies the current status of the reserve fund and a stable and equitable Funding Plan to offset the anticipated future major common area expenditures.

Useful Life - The anticipated total time in years that a Reserve Component is expected to serve its intended function in its present application or installation.

Page 55

Page 8.1 – Professional Service Conditions

8. PROFESSIONAL SERVICE CONDITIONS

Our Services - Reserve Advisors, LLC (RA) performs its services as an independent contractor in accordance with our professional practice standards and its compensation is not contingent upon our conclusions. The purpose of our reserve study is to provide a budget planning tool that identifies the current status of the reserve fund, and an opinion recommending an annual funding plan to create reserves for anticipated future replacement expenditures of the property.

Our inspection and analysis of the subject property is limited to visual observations, is noninvasive and is not meant to nor does it include investigation into statutory, regulatory or code compliance. RA inspects sloped roofs from the ground and inspects flat roofs where safe access (stairs or ladder permanently attached to the structure) is available. The report is based upon a “snapshot in time” at the moment of inspection. RA may note visible physical defects in our report. The inspection is made by employees generally familiar with real estate and building construction but in the absence of invasive testing RA cannot opine on, nor is RA responsible for, the structural integrity of the property including its conformity to specific governmental code requirements for fire, building, earthquake, and occupancy, or any physical defects that were not readily apparent during the inspection.

RA is not responsible for conditions that have changed between the time of inspection and the issuance of the report. RA does not investigate, nor assume any responsibility for any existence or impact of any hazardous materials, such as asbestos, urea-formaldehyde foam insulation, other chemicals, toxic wastes, environmental mold or other potentially hazardous materials or structural defects that are latent or hidden defects which may or may not be present on or within the property. RA does not make any soil analysis or geological study as part of its services; nor does RA investigate water, oil, gas, coal, or other subsurface mineral and use rights or such hidden conditions. RA assumes no responsibility for any such conditions. The Report contains opinions of estimated costs and remaining useful lives which are neither a guarantee of the actual costs of replacement nor a guarantee of remaining useful lives of any property element.

RA assumes, without independent verification, the accuracy of all data provided to it. You agree to indemnify and hold RA harmless against and from any and all losses, claims, actions, damages, expenses or liabilities, including reasonable attorneys' fees, to which we may become subject in connection with this engagement, because of any false, misleading or incomplete information which we have relied upon supplied by you or others under your direction, or which may result from any improper use or reliance on the Report by you or third parties under your control or direction. Your obligation for indemnification and reimbursement shall extend to any director, officer, employee, affiliate, or agent of RA. Liability of RA and its employees, affiliates, and agents for errors and omissions, if any, in this work is limited to the amount of its compensation for the work performed in this engagement.

Report - RA completes the services in accordance with the Proposal. The Report represents a valid opinion of RA’s findings and recommendations and is deemed complete. RA, however, considers any additional information made available to us within 6 months of issuing the Report if a timely request for a revised Report is made. RA retains the right to withhold a revised Report if payment for services was not tendered in a timely manner. All information received by RA and all files, work papers or documents developed by RA during the course of the engagement shall remain the property of RA and may be used for whatever purpose it sees fit.

Your Obligations - You agree to provide us access to the subject property for an on-site visual inspection You agree to provide RA all available, historical and budgetary information, the governing documents, and other information that we request and deem necessary to complete the Report. You agree to pay actual attorneys’ fees and any other costs incurred to collect on any unpaid balance for RA’s services.

Use of Our Report and Your Name - Use of this Report is limited to only the purpose stated herein.

You hereby acknowledge that any use or reliance by you on the Report for any unauthorized purpose is at your own risk and you shall hold RA harmless from any consequences of such use. Use by any unauthorized third party is unlawful. The Report in whole or in part is not and cannot be used as a design specification for design engineering purposes or as an appraisal. You may show our Report in its entirety to the following third parties: members of your organization, your accountant, attorney, financial institution and property manager who need to review the information contained herein. Without the written consent of RA, you shall not disclose the Report to any other third party. The Report contains intellectual property developed by RA and shall not be reproduced or distributed to any party that conducts reserve studies without the written consent of RA.

RA will include your name in our client lists. RA reserves the right to use property information to obtain estimates of replacement costs, useful life of property elements or otherwise as RA, in its sole discretion, deems appropriate.

Payment Terms, Due Dates and Interest Charges - Retainer payment is due upon authorization and prior to inspection. The balance is due net 30 days from the report shipment date. Any balance remaining 30 days after delivery of the Report shall accrue an interest charge of 1.5% per month. Any litigation necessary to collect an unpaid balance shall be venued in Milwaukee County Circuit Court for the State of Wisconsin.

Annual Meeting Minutes, 2025

Page 1

Whitehall Mill Condominium Association Annual Meeting Minutes November 18, 2025 Call to Order: The Annual Meeting for Whitehall Mill Condominium Association was called to order at 6:05 pm by Todd Christensen and was held via Zoom. Angie Durham and Claire McHan were present representing Compass Association Management.

Establish a Quorum: A quorum was established with 19 units represented in person or by proxy.

Todd Christensen gave a detailed overview of Whitehall Mill via a PowerPoint presentation.

Financials: The 2025 Year to Date financials were presented. As of October 31, 2025, there is $45,562.39 in the Operating Account and $229,293.11 in the Reserve Account. There is $105,651.04 held in a Raymond James money market account and $52,318.33 in a CD for a total year to date assets in the amount of $432,824.87. Opportunity was given to discuss any of the budget items presented in the report.

Review of 2026 Adopted Budget: An overview of the 2026 Budget and the goals for the upcoming year was presented via slide deck. Dues are calculated on unit square footage with no proposed increase for 2026.

Elect 2026 Board of Directors: Todd Christensen also announced his intention to run for another two-year term on the board, with the nominating committee still seeking one additional candidate to replace Henry Frysh and Melanie Nicholson who are departing.

New Business:

The Board discussed several property improvements completed in 2025, including Building 3's roof completion and ongoing repairs to Building 1, as well as landscaping and tree management efforts. Todd presented a proposal to convert the Barn (Building 6) into a residential unit, with the Board's preference being to sell it in an arm's-length transaction rather than using it for commercial or community space. The Board agreed to conduct a survey of property owners to gauge support for the Barn conversion proposal, which would help address reserve funding needs and enable more proactive maintenance of the property.

As there was no further business, the meeting was adjourned at 6:39 p.m. Minutes respectfully submitted by Claire McHan.

Annual Meeting Minutes, 2024

Page 1

Whitehall Mill Condominium Association Annual Meeting Minutes November 19, 2024 Call to Order: The Annual Meeting for Whitehall Mill Condominium Association was called to order at 2:04 pm and was held via Zoom. Angie Durham and Claire McHan were present representing Compass Association Management.

Establish a Quorum: A quorum was established with 22 units represented in person or by proxy.

Dave Devereaux gave a detailed overview of Whitehall Mill via a PowerPoint presentation.

Financials: The 2024 Year to Date financials were presented. As of October 31, 2024, there is $8,118.21 in the Operating Account and $199,082.67 in the Reserve Account. There is $101,430.41 held in a Raymond James account and $50,000.00 in a CD for a total year to date assets in the amount of $358,992.82. Opportunity was given to discuss any of the budget items presented in the report.

Review of 2025 Proposed Budget: An overview of the 2025 Budget and the goals for the upcoming year was presented via slide deck. Dues are calculated on unit square footage with a proposed increase of 9.9%. A voting link will be sent to all owners to vote on the budget on November 20th and the link will stay open until December 4th.

Elect 2025 Board of Directors: There are 3 seats available and 3 nominees – Stella Davison, Maggie Davis and Lois Creech. A ballot will be sent to all owners to vote electronically with a December 4th, deadline.

As there was no further business, the meeting was adjourned at 2:39 p.m. Minutes respectfully submitted by Claire McHan.

Flood Insurance Declarations, Buildings 1 and 2 (2024-25)

Page 1

National Flood Insurance Program

U.S. Department of Homeland Security PO Box 913111

CHASTAIN AND ASSOCIATES INSURANCE AGENCY INC. Denver, CO 80291

PO BOX 1908 DEPARTMA

ATHENS, GA 30603 FEMA

FLAND SECUR

WHITEHALL MILL CONDO ASSOC

C/O COMPASS ASSOCIATION MANAGEMENT LLC

1011 WOODRIDGE LANE SUITE 103

ATHENS, GA 30677

Flood Insurance Policy Packet

Important Information About The National Flood Insurance Program

Federal law requires insurance companies that participate in the National Flood Insurance Program to provide you with the enclosed Summary of Coverage. It's important to understand that the Summary of Coverage provides only a general overview of the coverage afforded under your policy. You will need to review your flood insurance policy, Declarations Page, and any applicable endorsements for a complete description of your coverage. The enclosed Declarations Page indicates the coverage you purchased, your policy limits and the amount of your deductible. You will soon receive additional information about the National Flood Insurance Program. This information will include a Claims Handbook, a history of flood losses that have occurred on your property as contained in FEMA's database, and an acknowledgement letter.

If you have any questions about your flood insurance policy, please contact your agent or your insurance company.

Page 2

Policy Number: 4000191945

Policy Term: June 27, 2024 at (12:01 a.m.) - June 27, FEMA 2025 at (12:01 a.m.)

NATIONAL FLOOD INSURANCE PROGRAM Policy Form: ROBAP

Policy Declarations Type: Renewal Policy Declarations

Rate Category: Rating Engine

Insured Property Location: 585 WHITE CIR BLDG 1

ATHENS, GA 30605-4284

To report a claim visit https://my.nfipdirect.fema.gov

or call us at: (800) 767-4341

FLOOD INSURANCE POLICY DECLARATIONS

This Declarations Page is part of your Policy. THIS IS NOT A BILL.

Policyholders(s)/Mailing Address: Agent:

WHITEHALL MILL CONDO ASSOC HOYT CHASTATIN, CHASTAIN AND ASSOCIATES C/O COMPASS ASSOCIATION MANAGEMENT LLC INSURANCE AGENCY INC.

1011 WOODRIDGE LANE SUITE 103 PO BOX 1908

ATHENS, GA 30677 ATHENS, GA 30603

(706) 543-2575

CHUFF@CHASTAIN-ASSOC.COM

Insurer NAIC Number: 99999

Policy Coverages & Endorsements

COVERAGE LIMIT DEDUCTIBLE

Building $5,046,000 $10,000 $19,986.00

Contents N/A N/A Total Annual Payment

Includes Premium, Discounts, Fees, and Surcharges

Payor: Policyholder(s)

Premium Details

Building Premium $15,667.00 Contents Premium $0.00 Increased Cost of Compliance (ICC) Premium $75.00 Mitigation Discounts ($0.00) Community Rating System Discount ($0.00) Full-Risk Premium $15,742.00 Discounted Premium $15,742.00 Fees and Surcharges

• Reserve Fund Assessment $2,834.00 • Homeowner Flood Insurance Affordability Act of 2014 (HFIAA) Surcharge $250.00 • Federal Policy Fee $1,160.00 Total Annual Payment (Premium, Discounts, Fees and Surcharges) $19,986.00

Page 1 of 2

Page 3

FEMA NATIONAL FLOOD Policy Number: 4000191945

INSURANCE PROGRAM

Location and Property Information

Primary Residence No

Building Occupancy Residential Condominium Building

Building Description Entire Residential Condominium Building

Building Description Detail N/A

Current Flood Zone AE

First Floor Height 3.5 ft

Method Used to Determine Elevation Certificate

First Floor Height

Property Description Slab on grade (Non-Elevated), 2 floor(s)

Number of Units 31 units

Date of Construction 06/01/2000

Prior NFIP Claims O claim(s)

Replacement Cost Value $5,045,502.00

Your property's NFIP flood claims history can affect your premium. For more information, contact your insurance agent or company.

Lender Information

1st Mortgagee 2nd Mortgagee

N/A N/A

Loan No: N/A Loan No: N/A

Loss Payee Disaster Agency

N/A N/A

Loan No: N/A Case No: N/A

Disaster Agency: N/A

Please review this declaration page for accuracy. If any changes are needed, contact your agent. The "Full Risk Premium" is for this policy term only. It is subject to change annually if there is any change in the rating elements. "Mitigation Discounts" may apply if there are approved flood vents and/or the machinery & equipment is elevated appropriately.

For questions about your flood insurance policy rating, contact your agent or insurance company. To learn more about your flood risk please visit FloodSmart.gov/floodcosts.

Page 2 of 2

Newspaper Article: The Oldest Cotton Mill

Page 1

THE OLDEST COTTON MILL.

Established in 1827 by Clarke County People, the Georgia Factory Was the First Cotton Mill in the South--A Monument Should be Reared There.

Georgia enjoys the distinction of bav• fully grasp the situation nor realize the ng the oldest cotton mill in the South. determination of the men who were in This mill is the Georgia Factory. charge.

which was boilt in 1827 by Augustin Thus started the cotton mill industry 3. Clayton, Thomas Moore, Asbury Hall, in the South. The od building is not James Jobnson and William A. Carr. now standing, brt the Georgia factory These men were among the foremost s practically on the same site. In fu- ¡tizens of Athens in those daye, ana j sare years when the cotton I II ludastry lecided to erect a cotton mill after ma shall have grown in this section beyond ure deliberation and discussion of si e the fondest dreams of the pres nt gen ut jict, which at that time was in a cratio and all the cotton produced i neasure an unsolved problem. the South shall be converted into clot!. They had confidence in the undertak in Southern mills, a monument should be ng, however, and like all true pioneers reared at Georgia factory to mirk th went bravely forward in the work of •pot where the great industry bad if onstracting what was then an unknown beginning in this section of the country. hing throughout the whole South. In 1838. six years alter the erection o A substautial building was erected this first fantory boilding in the South, nd the best machinery that could be Mr. John White took charge of it and btained was installed. A great many was its • fficient manag r notil his death

! in 1881. when it passed into the hands of loubters there were who did not believe its present manager, Judge John R. n its ultimate success, but they did not White.

Whitehall Mill Lofts Covenants

A look around

Covenants

FILED I OFFICE

OR COURT

POCIA 03 MAY 16 PM 3:41

DECLARATION OF CONDOMINIUM

FOR

WHITEHALL MILL CONDOMINIUM

WEISSMAN, NOWACK, CURRY & WILCO, P.C.

BOOK 2413 PAGE 325

STATE OF GEORGIA

COUNTY OF ATHENS-CLARKE

DECLARATION OF CONDOMINIUM

FOR

WHITEHALL MILL CONDOMINIUM

WITNESETH

B00K 24 1 3 PAGE 326

TABLE OF CONTENTS

1. NAME...

2. DEFINITIONS.. 1

8. ALLOCATION OF LIABILITY FOR COMMON EXPENSES

BOOK 2413 PAGE 827

EXHIBITS

DESCRIPTION OF SUBMITTED PROPERTY ..

UNDIVIDED PERCENTAGE INTEREST IN THE COMMON ELEMENTS AND

LIABILITIES FOR COMMON EXPENSES ..B"

DESCRIPTION OF ADDITIONAL PROPERTY

BYLAWS...

BOOK 2413 PAGE 328

DECLARATION OF CONDOMINIUM

FOR

WHITEHALL MILL CONDOMINIUM

T. NAME.

DEFINITIONS.

BOOK 2413 PAGE 329

- 2BOOK 2413 PAGE 330 256991-6

3. LOCATION, PROPERTY DESCRIPTION, PLATS AND PLANS

4. UNITS AND BOUNDARIES.

BOOK 2 4 1 3 PACE 332

COMMON ELEMENTS.

- 5 - 333 256991-6 800K 2 4 1 3 PAGE

ASSOCIATION MEMBERSHIP AND ALLOCATION OF VOTES.

ALLOCATION OF LIABILITY FOR COMMON EXPENSES.

BOOK 2413 PAGE 334

9. ASSOCIATION RIGHTS AND RESTRICTIONS.

256991-6 9247-003 BOOK 2 4 1 3 PAGE 335

9247-003 800K 2413 PAGE 336

10. ASSESSMENTS.

9247-003 600K 2413 PAGE 337

BOOK 2413 PAGE 338

11. INSURANCE

BOOK 2 4 1 3 PAGE 340

9247-003 800K 2413 PAGE 342

9247-003 BOOK 2413 PAGE 343

13. ARCHITECTURAL CONTROLS.

9247-003 800K 2413 PAGE 344

9247-003 800K 2413 PAGE 345

9247-003 BOOK 2413 PAGE 346

- 14. USE RESTRICTIONS.

256991-6 - 20 - BOOK 2 4 1 3 PAGE 348 9247-003

9247-003 BOOK 2413 PACE 349

256991-6 9247-003 BOOK 241 3 PAGE 351

9247-003 BOOK 2413 PAGE 352

256991-6 _ BOOK 2413 PAGE 353 9247-003

15. LEASING.

256991-6 BOOK 2413 PAGE 354 9247-003

256991-6 BOOK 2413 PAGE 355 9247-003

16. SALE OF UNITS.

17. MAINTENANCE RESPONSIBILITY

256991-6 BOOK 2413 PAGE 357 9247-003

9247-003 BOOK 2413 PAGE 359Ś

18. MORTGAGEE'S RIGHTS.

9247-003 BOOK 2 4 1 3 PAGE 360

256991-6 9247-003 BOOK 24 1 3 PAGE

19. GENERAL PROVISIONS.

256991-6 800K 2 4 1 3 PAGE 362 9247-003

9247-003 256991-6 BOOK 2413 PAGE 363

20. EMINENT DOMAIN

21. EASEMENTS,