Recorded On-Z01B-Mar-12 As-4659

Berkeley County Cynthia B. Forte

Register of Deeds 0000.659 \101, 83$9 P., S.

Recorded On: March 12, 2010

Moncks Corner 294616120

Instrument Number: 2010- 00004659 As

Restrictive Covenants

Parties: EPCON MARRINGTON LLC

To

MARRINGTON VILLAS AT COBBLESTONE

Recorded By: WARREN & SINKLER

Comment:

~ Examined and Charged as Follows: ..

Restrictive Covenants 52.00

Recording Charge: 52.00

- THIS PAGE IS PART OF THE INSTRUMENT-

Billable Pages:

Num Of Pages:

I hereby certify that the within and foregoing was recorded in the Clerk's Office For: Berkeley County. SC

File Information: Record and Return To:

Document Number: 2010-00004659 WARREN & SINKLER

Receipt Number: 268982 Recorded DatefTime: March 12, 2010 12:18:06P

Book-Vol/Pg Bk-R VI-8359 Pg-84

Cashier I Station: J Pearson I Cash Station 3

PO BOX 1254

CHARLESTON SC 29402

42

47

~:6!~ Cynthia B Forte - Regi.tar of Deeds

Recorded On ·2010-Mar-12 As-4659

OODO~59 VoL: 8359 Po: 85

MARRINGTON VILLAS AT COBBLESTONE

DECLARATION OF COVENANTS, CONDITIONS, EASEMENTS

AND RESTRICTIONS

Recorded On·:(010-.Mar.12 As-4559

MARRINGTON VILLAS AT COBBLESTONE DECLARA1l0N OF COVENANTS, CONDITIONS, EASEMENTS

AND RESTRICTIONS

THIS DECLARATION, made this 2.Bt/1 day of oJober ,2009 by Epeon Marrington, LLC, a South Carolina Limited Liability Company, (hereinafter, together with its successors and assigns, called "Developer").

WITNESSETH:

WHEREAS, Developer is the owner of the real property located in Berkeley County, South Carolina, described on Exhibit HA" attached hereto and made a part hereof (the "Property"); and

WHEREAS, Developer desires to develop a residential community comprised of fee simple attached and unattached villa residential dwelling units on such real property to be known as "Marrington Villas at Cobblestone"; and

WHEREAS, the Owners of all villa units within the Development shall be members of an Association and shall pay assessments levied pursuant to this Declaration; and

WHEREAS, Developer desire to subject the Property described on Exhibit "A" to the provisions of this Declaration and to thereafter from time tc time to subjcct portions of the real estate described on Exhibit "8" (the "Additional Land") to the provisions of this Declaration; and

WHEREAS, the Developer has deemed it desirable, for the efficient preservation, protection and enhancement of the values and amenities in the community and to provide for the maintenance and upkeep of the exterior of all residential units and the Conunon Area, to create an organization to which will be delegated and assigned the powers of owning, maintaining and administering the Common Area; maintaining the exterior of the residential units and all other improvements which are the responsibility of the Association; administering and enforcing the covenants, conditions, and restrictions herein; collecting and disbursing the assessments and charges hereinafter created; and performing all other activities as required or permitted hereunder.

NOW THEREFORE, Developer hereby declares that all of the Property described in Article II, Section 2.2 below, and such additions thereto as may be hereafter made pursuant to Article XVIII hereof, shall be held, sold and conveyed subject to the following easements, restrictions, covenants and conditions, which are for the purpose of protecting the value and desirability of, and which shall run with, the Properties and be binding on all parties having any right, title or interest in the Properties or any part thereof, their heirs, successors and assigns, and shall inure to the benefit of each Owner thereof.

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ReconJad OIl-201Q-Mar-12 As46~9

ARTICLE I DEFlNITIONS

000Q4659 Vol: 8359 P., 87

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

LI AssQciatiofl : MARRINGTON VILLAS AT COBBLESTONE ASSOCIATION, INC., a not-for-profit South Carolina corporation, its successors and assigns. For purposes of this Declaration, references to the Association or it~ Board of Dire<-"lors shall mean the Developer until such time as the Association is fonned.

1.2 Board: The Board of Directors ofthe Association.

1.3 Common Areas: AIL fixtures, real property and personal property owned by the Association for the common use and enjoyment of the Owners. Common Areas, with respect to the property subject to this Declaration, shall be shown on the various plats of Marrington recorded or to be recorded in the Office of the Register of Deeds of Berkeley County and designated thereon as "Common Areas", but shall exclude all Units as herein defined and all public streets shown thereon. "Common Area" shall include, but not be limited to, the (i) completed pennanent detention or retention pond{s); and (ii) all private streets shown on said plats as now recorded or shall be hereinafter recorded in the Office of the Register of Deeds of Berkeley County. The Common Area to be owned by the Association at the time of the conveyance of the first Unit is more particularly shown on the pJat(s) of the Properties to be recorded in the Office of the Register of Deeds of Berkeley County.

1.4 COmm9n_Facilities: All improvements and fixtures situated on the Common Areas and all personal property owned by the Association.

1.5 Developer: Epcon Marringtoil, LLC, a South Carolina Limited Liability Company, and its successors and assigns.

1.6 Eligible Mortgage Holder: A holder of a first mortgage on a Unit that has submitted a written request that the Association notify it on any proposed action that requires the consent of a specified percentage of eligible mortgage holders.

),7 First MQr!l?.agee: The holder of any recorded first mortgage lien on one or more Unit"

) ,8 Owner: The record ov.ner, whether one or more persons or entities and including the Developer where applicable, of the fee simple title to any Unit situated in the Development. Owner shall not mean or refer to a mortgagee unless and until such mortgagee has acquired title pursuant to foreclosure or any proceeding or transfer in lieu of foreelosure.

1.9 Property or Properties: The real estate legally described on Exhibit "A" attached hereto and made a part hereof and all portions of the real estate described on Exhibit ~B" hereafter subject to the provisions hereof.

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lJ 0 TUl110ver Djite; The earlier of (a) four (4) months after seventy-five (75%) percent of the Units have been conveyed to Unit Purchasers, or (b) five (5) years after the first Unit is conveyed to a member.

1.11 ViIIJ!: A single family, attached or detached dwelling unit, including any garage.

1.12 Unit: The portion of a platted lot containing a Villa and the Villa located thereon shall be either detached or located in buildings containing two or more Villas with Party Walls separating the Villas. The term "Unit" does not include any platted lot designated as a Common Area.

Ll3 !)nit Exteriors: The roofs, doors, windows, foundations, footings, steps, outer surfaces of exterior walls, courtyards, gutters, drains and downspouts of Units plus fences between Units.

1.14 Additional Land: The real estate legally described on Exhibit "B" attached hereto and made a part hereof

1.15 Occupant: The persons who occupy a Unit.

1.16 Areas of Common Responsibility: The Unit Exteriors, which are to be maintained by the Association for the benefit of the O",ners and occupants, as well as sidewalks, driveways, exterior light fixtures and the landscaping throughout the Property including the improvements and landscaping located in the Common Areas. Areas of Common Responsibility include land and improvements owned by the Owners and not by the Association.

I. 17 Commercial Vehicle: Any motor vehicle, including cars/trucks over one (1) ton capacity, used primarily for commercial purposes, as determined by the Board.

ARTICLE II PROPERTY SUBJECT TO THL', DECLARATION

2.1 !'!!mgses. DeVeloper desires, by the imposition of the covenants, conditions, restrictions and easements hereinafter set forth, to create on the Property residential development for future Owners of Units for the following general purposes:

(a) To provide a harmonious community of Units for the benefit of the Property and the OV',C!1ers;

(b) To enhance and protect the values of the Development;

(c) To prevent the improper use of Units which may depreciate the value of the other Units in the Development;

(d) To ensure adequate and reasonable development ofthe Property; and

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(e) To provide for the maintenance of the Common Areas, the Common Facilities and Areas of Common Responsibility.

2.2 Declaration. The Property described in Exhibit "A" attached hereto, is hereby specifically declared to be subject to the provisions of this Declaration effective upon the recording of this Declaration and upon recording of this Declaration, the Property shall be held, transferred, sold, conveyed and occupied subject to this Declaration.

ARTICLE ill RESTRICTIONS

3.1 Changes to Unit Exteriors. No changes, alteration or additions may be made to Unit Exteriors or to the landscaping on any Unit without the prior review and approval of the Board, which may condition its consent and approval upon the Ov.'llcr's agreement, (a) to be solely responsi ble for the maintenance of such change, alterations or additions of or (b) to pay all additional costs incurred by the Association to maintain such changes, alteration or addition if part of the Unit Exterior. The foregoing agreements shall be binding upon future Ov.'llers of such Unit. The foregoing shall not apply to those changes, alterations or additions, which this Declaration already provides shall be maintained by the Association if, Board consent and approval is given for the ma1dng thereof In the event changes, alterations, or additions are made without the prior consent and approval of the Board, the Board may: (a) require the Ov.TIer to remove all changes, alterations and additions and restore the Unit Exterior or Unit to its original condition, or (b) cause the Unit Exterior or Unit to be restored to its original condition at the Owner's cost and expense, or (c) ratifY the actions taken subject to the Ov.TIer's compliance with any conditions that the Board may impose.

3.2 Us.\: of Easement Area~. Easements for installation and maintenance of the utilities, sewer pipelines and facilities and drainage facilities are reserved in the locations within the Property as shov.'ll on the recorded plates) of subdivision for the Property. Within these easements, no structure, planting or other materials shall be placed or permitted to remain whieh may damage or interfere with the installation and maintenance of utilities or which may change the direction in the flow of drainage channels in the easements, or which may obstruct or retard the flow of water through drainage channels in the easements. The easement areas and all improvements therein shall be maintained by the Association, except for those improvements for which a public authority, a private or public utility companies is responsible.

3.3 Satellite Dishes,i.l\ntennae. No antenna, radio receiver, satellite dish or similar apparatus shall be attached to or installed on any portion of the exterior of any Unit except in accordance with the rules and regulations of the Association a~ to location, size and method of installation.

3.4 Residential Use Onlv. Each Unit shall be used only as a single family residence; provided that no Owner shall be precluded, with respect to his Unit, from (i) maintaining a

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personal professional library, (ii) keeping his personal business records or accounts therein or (iii) handling his personal business or professional calls or correspondence therefrom.

3.5 Parking, No Commercial Vehicle, recreational vehicle, motorcycle or other motorized vehicle and no boat, trailer, hitch or other similar personal property shall at any time be parked or stored on any portion of the Property other than in a garage, Pursuant to rules and regulations adopted by the Board, driveways may be used on a non-recurring basis to park Commercial Vehicles, recreational vehicles, boats, trailers, or other similar vehicle for not more than twenty-four (24) hours at a time and to park operable automobiles.

3.6 Animals. Except as hereinafter provided, no animals, livestock or poultry of any kind shall be raised, bred or kept in any Unit or on the Common Areas, Notwithstanding the foregoing, household domestic pets, not bred or maintained for commercial purposes, may be maintained in a Unit, provided that: (i) the maintaining of animals shall be subject to such rules and regulations as the Board may from time to time promulgate, including, without limitation, the right to place limitations on the size, number and type of such pets, and the right to levy enforcement charges against Persons who do not clean up after their pets; and (ii) the right of an Occupant to maintain an animal in a Unit shall be subject to termination if the Board, in its full and complete discretion, determines that maintenance of the animal constitutes a nnisance or creates a detrimental effect on the Unit or other Units or occupants.

3,7 Fences, No perimeter fence or wall may be erected or installed within the Development. No pet enclosures may be erected or installed within the Development.

3.8 Landscaping. No Owner may add to or change the landscaping on the Property owned by such Owner without approval by the Board. Additional landscaping shall be maintained by the Association at such Owner's expense.

3.9 Signs; Commercial Devices. No sign, lUSlgma, display, device, or form of external evidence of commercial advertising or use, of any kind, shall be displayed to the public view on the Property or on anything on the Property, except: (0 on the Common Areas, signs regarding and regulating the use of the Colllll1on Areas, provided they are approved by the Board; (ii) on the interior side of the window of a Unit, one professionally prepared sign not in excess of nine square feet in size, advertising the Unit for sale or rent; and (iii) on the Common Areas and model Units, signs advertising the sale and/or rental of Units by Developer during the period of its sale and rental of Units shall be permitted, provided, if these limitations on use of signs, or any part thereof, are determined to be unlav,lUl, only the signs described in Subsection (i), above, shall be permitted after Developer's period of sales and rental of Units.

3.!O Sports Equipment. No basketball equipment may be installed on the Property without the prior written approval of the Board. Nothing herein shall be construed as permitting the use of portable basketball equipment within driveways. Swings and other play structures '.viII not be installed,

3,11 Clotheslines. The installation of clotheslines and clothes poles for the outdoor drying of clothes on the Property is prohibited.

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3.12 Fireanns. The discharge of firearms within the Property is prohibited. The tenn "fIrearms" includes "B-B" guns, pellet guns, and other firearms of all types, regardless of size.

3.13 Swimming Pools. The installation of swimming pools on the Property is prohibited. The foregoing does not apply to outdoor JacUZ7js and hot tubs located within patios and which are screened from view from neighboring Urnts and installed with the approval of the Board.

3.14 !:ltorage Sheds. No storage sheds of any kind or greenhouses and similar accessory buildings shall be installed on any Urnt.

3.15 Air Conditiornng Urnts. No wiodow air conditiornng units may be installed in any Urnt.

3.16 Holiday Lights. Except for seasonal holiday deeorative lights and outdoor holiday decorations, whlch may be displayed between the period beginrung December I and ending on January 10 of the next year, all additional exterior lights require Board approval.

3.17 Yard Improvements. All exterior sculpture, exterior fountains, and yard ornaments must be approved by the Board and maintained by the Association at the installing Owner's expense.

3.18 Gasoline. No on-site storage of gasoline, heating or other fuels shall be pennitted on any part of the Property except that up to five (5) gallons of fuel may be stored io each Unit for emergency purposes.

3.19 EJi:terior9f Unilj;. The exterior portions of Urnts whlch are visible from other Units and from the street shall be kept in a neat, orderly, and aesthetically pleasing condition at all times. No debris, trash, or waste from pets and other animals shall not be kept, stored, or allowed to accumulate thereon. The Association shall have the right to clean and remove debris, trash, pet and animal waste therefrom with the costs thereof charged the Owner.

3.20 Garbage. Garbage cans and other receptacles containing trash and other debris placed on the curb or outside for collection shall be returned to the interior Urnt within twenty­four (24) hours.

3.2 I Decks. No decks may be installed on the Property.

ARTICLE IV THE ASSOCIATION

4.1 Fonnation of Association. Developer shall fonn a South Carolina not-for-profit corporation to be known as "Marrington Villas at Cobblestone Association, Inc." whlch shall own the Common Areas and Common Facilities and which shall provide for maintenance and

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operation of the Common Areas, Common Facilities and Areas of Common Responsibility and which shall adopt guidelines, rules and regulations, for use and operation of Units, Common Areas, and Common Facilities which shall be binding on all Owners, Occupants and Units.

4.2 Directors and Officers.

(a) The Association shall have a Board of at least three (3) directors, who need not be members of the Association, who shall be elected by the members of the Association at such intervals as the Articles of Incorporation and By-Laws of the Association shall provide, except that the first Board and subsequent Boards (until the Turnover Date) shall be appointed by the Developer.

(b) The Association shall have such officers as shall be appropriate from time (0 time, which shall be elected by the Board and who shall manage and conduct the affairs of the Association under the direction of the Boord,

The directors and officers of the Association shall not be liable to the Owners or any others for any mistake of judgment or any acts or omissions made in good faith as such directors or officers.

4.3 TUfl1Q.ver. The Developer shall, through the Board appointed by it in accordance with Section 4.2, exercise control over all Association matters until the earlier of(a) the date Developer elects voluntarily to tum over to the members of the Association the authority to appoint the Board, or (b) the Turnover Date. Prior to the Turnover Date, the Developer shall have all of the rights and powers herein granted to the Association and shall be authorized and empowered to exercise all power and authority of the Board.

4.4 Membership. Every person or entity Voilo is an Owner in the Development shall be a member of the Association and said membership shall be appurtenant to said Unit, and each purchaser of any Unit by acceptance of a deed therefor covenants and agrees to be a member of the Association.

4.5 Mem~rship. Classes. The Association shall have two classes of voting membership:

(a) Class A. Class A members shall be all those Owners as defined in Section 4.4 ",ith the exception of the Developer. Class A members shall be entitled to one vote for each Unit in which they hold the interest required for membership by Section 4.4. When more than one person holds such interest in any Unit, all such persons shall constitute one member. The vote for such Unit shall be exercised by such persons as they among themselves determine, but in no event shall more than one vote be cast with respect to any Unit.

(b) Class B. The Class B member shall be the Developer. The Class B member shall be entitled to three (3) votes for each Unit in which it holds the interest required for membership by Section 4.4, provided that the Class B membership shall close and be

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converted to Class A membership on the Turnover Dale or at such earlier time at the option of the Developer.

4.6 Transfer of l\1.embership. Membership held by any Owner of a Unit is an appurtenance to such Unit and shall not be transferred, alienated, or pledged in any way, except upon the sale or encumbrance of such Unit, and then only to the purchaser of such Unit. Any attempt to make a transfer except by the sale or encumbrance of a Unit is void. Reference to the transfer of membership need not be made in an instrument of conveyance or encumbrance of such Unit for the transfer to be effective, and the same shall automatically pass with title to the Unit.

4.7 Powers and Dutiesof the Association. The Association, in addition to its other powers, rights and duties as set forth in this Declaration and in its Articles of Incorporation, By­Laws and any rules and regulations which the Association may promulgate as hereinafter provided, and as any ofthe same may be amended, have the power and duty to:

(a) Maintain, operate and manage all the Common Areas, Common Facilities, and Areas of Common Responsibility (whether such Common Areas or Common Facilities are dedicated to public bodies or not unless such public bodies expressly accept responsibility therefor). The Association may delegate one or more of such duties to one or more independent contractors including, without limitation, Developer and entities affiliated with Developer, or agents Or employees of the Association.

(b) Employ a manager or other persons and to contract with independent contractors or managing agents to perform all or any part of the duties and responsibilities of the Association.

(c) Pay all real estate taxes, personal property taxes or other charges which may be assessed against or levied upon the Common Areas and Common Facilities.

(d) Maintain, replace and manage all landscaping on the Property as part of the Area of Common Responsibility plus additional landscaping installed with Board approval by individual Owners. The foregoing includes the cutting of grass, the trimming of trees, the application of fertilizers and pesticides, and watering to the extent the Board elects to provide watering for the landscaping. The Board may elect to make O",ners responsible for watering the landscaping installed on their respective Units. Ibe Association shall have the right to obtain water from exterior water faucets installed on Units for watering perfOIUled by the Association. No Owner shall be entitled to reimbursement for water used by the Association.

(e) Maintain continually in effect, and to pay the premiums to maintain: fire and extended coverage insurance on the insurable portion of the Common Facilities, comprehensive public liability insurance covering all of the Common Area and Common Facilities, a fidelity bond or insurance policy covering all persons who are responsible for handling the funds of the Association and such other insurance as is required by this Declaration or as the Board shall deem to be necessary or desirable, all of which shall be in such amounts and with such companies as the Board shall determine; provided, however, that if and for so long as

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any First Mortgagee shall be the Federal National Mortgage Association, the Govermnent National Mortgage Association, the Federal Home Loan Mortgage Corporation or any other Federal, State or loeal agency or instrumentality including the Veterans Administration and Fannie Mae, then the insurance eoverage carried by the Association shall, at a minimwn, eomply with any applicable requirements of such association, corporation, agency and/or instrumentality.

(f) Maintain, repair and replace Areas of Common Responsibility, which include the Unit Exteriors, including painting portions of Unit Exteriors.

(g) Common Area Uses. The Common Areas shall be used in common by Owners and occupants and their agents, servants, customers, invitees and licensees, in accordance v.~th the purposes for which they are intended, reasonably suited and capable, and as may be required for the purposes of access, ingress to, egress from, use, occupancy and enjoyment of Units. Unless expressly provided otherwise herein, no Common Area shall be used for any purpose other than the health, safety, welfare, convenience, comfort, recreation or enj oyment of Owners and occupants.

(h) Rules and Regulations. In addition to adopting and enforcing rules and regulations in the instances specifically herein mentioned, the Board may, from time to time, pursuant to Section 4.1, adopt and enforce such further reasonable rules and regulations as it deems necessary or desirable to promote harmony, to serve the best interests of the Owners, as a whole, and the Association, and to protect and preserve the nature of the Villas and the Property, including, but not limited to, fines, the suspension of voting rights of an Owner, and amenity use sanctions against Ov.'1lers failing to pay assessments or violating this Declaration. A eopy of all rules and regulations shall be furnished by the Board to the Owners of each Unit prior to the time when the same shall become effective.

The extent and frequency of the activities of the Association in carrying out the duties of maintenance and management set forth above shall be decided by the Board, and the Board may also promulgate rules and regulations to aid in carrying out of said maintenance and management duties, and may amend said rules and regulations from time to tiroe.

4.8 Duties of Owners.

(a) Owners shall be responsible for maintenance, which includes periodic washing of windows, repairs and replacements of the windows, doors (including storm and garage doors) and screens on all Villas. Owners shall provide fIre and extended coverage plus comprehensi ve public liability insurance on their Units and shall provide the Association mth certificates evidencing that such coverages have been obtained. At the option of the Board, the Association may furnish the foregoing ~th the costs therefor charged to the Owners. Owners shall be responsible for all costs incurred for garbage collection and trash removal.

(b) If the Board deteIIDines that an Owner is failing to perform Unit maiotenance required to be performed by Owners, or is failing to keep the exterior portions of the Unit free and clear of debris, trash, and waste from pets and other animals to the extent that a Unir is not in good condition or repair or is in such appearance as to detrd.Ct from the appearance

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of other Units or is not in compliance with Development rules and regulations adopted by the Board or this Declaration, then the Board shall (i) advise the Owner of the work that needs to be done and allow the Owner at least twenty (20) days (or less if an emergency or if there is an accumulation of debris, trash, or waste from pets or other animals) to have the work done, or (ii) if not done or not done to the Board's satisfaetion, to seek injunctive relief, levy a fine, and/or cause the work to be done with the coats thereof to be paid by the Owner to the Association upon demand.

ARTlCI.EV COVENANT FOR MAINTENANCE ASSESSMENTS

5.J l:;reatiCln of the Lien and Personal Obligation of Assessments. Each Owner of any Unit by acceptance of a deed therefor, whether or not it shall be so expressed in 50ch deed, is deemed to covenant and agree to pay to the Association: (I) a prorated portion of armual assessments or charges on the basis of a par value allocation for each Unit type as described in this Declaration and (2) special assessments, such assessments to be established and collected as hereinafter provided. The armual and special assessments, together with interest, late charges, costs and reasonable attorney's fees, shall be a charge on the Units and shall be a cnntinuing lien upon the Units against which each such assessment is made. Each such assessment, together Vvith interest, late charges, costs and reasonable attorney's fees, shall also be the personal obligation of the person who was the Owner of such Unit at the time when the assessment fell due. The personal obligation for the delinquent assessments shall not pass to his or her successors in title unless expressly assomed by them. If the Association should be dissolved or crea'lC to exist, then in that event, every Owner of a Unit at the time of required maintenance shall be jointly and severally liable for any and all costs attendant thereto.

5.2 P!U]lOse of Assessments. The assessments levied by the Association shall be used exclusively to promote the recreation, health safety and welfare of the residents of the Property and in particular for: (I) the improvement, maintenance, repair and reconstruction of the Common Areas and Areas of Common Responsibility, including landscaping; (2) the maintenance, repair and reconstruction of (a) private water and/or sewer lines (and any meters or life stations associated theremth), (b) any pond (detention or retention), (c) any pool and clubhouse, (d) private streets, (e) street lights, driveways, walks and parking areas and such maintenance to include the cutting and removal of weeds and grass, the removal of trash and rubbish, or any other maintenance; (3) the use and enjoyment of the Common Area, including, but not limited to, the cost of repairs, replacements and additions; (4) the cnst of labor, equipment, materials, management and supervision; (5) the payment of taxes and public assessments assessed against the Common Area; (6) the procurement and maintenance of insurance in acc{)rdanee with this Declaration; (7) the employment of attorneys to represent the Association when necessary; (8) the provision of adequate reserves for the replacement of capital improvements, including, without limiting the generality of the foregoing, roofs, paving and any other major expense for which the Association is responsible; and (9) sueh other needs as may arise.

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5.3 Reserv~~. The Association shall establish and maintain an adequate reserve fund for the periodic maintenance, repair and replacement of improvements to the Common Areas and Areas of Common Responsibility and those other portions of the Properties, which the Association may be obligated to maintain, and for unusual and unforeseen expenses of the Association. Such reserve fund is to be established, insofar as is practicable, out of annual assessments for common expense. Further, the reserve fund may be applied to operational deficits provided adequate reserves are maintained.

5.4 Maximum Annual Assessment. Until January 1 of the year immediately following the conveyance of the first Unit to an Owner, the maximllll1 annual assessment shall be Two Hundred Fifty and XXJIOO ($250.00) Dollars per Unit (except that pursuant to Section 5.7 of this Article, the maximum annual assessment for Units owned by Developer which are not occupied as a residence shall be Sixty-Two and 50/100 ($62.50) Dollars per Unit).

(a) From and after January 1 of the year immediately following the conveyance of the first Unit to an Owner, the maximum annual assessment may be increased by the Board effective January 1 of each year without a vote of membership, but subject to the limitation that any such increase shall not exceed the greater of twenty (20%) percent or the percentage increase in the Consumer Price Index (published by the Department of Labor, Washington, D.C.) for all cities over preceding twelve (12) month period which ended on the previous October I.

(b) From and after January I of the year immediately following the conveyance of the first Unit to an Owner, or until increased as provided for in (b) or (c) below, whichever last occurs, the maximum annual assessment may be increased above the increase permitted in this Section 5,4 above by a vote of two-thirds (213rds) of each class of members who are voting in person or by proxy, at a meeting duly called for this purpose.

(c) The Board may fix the monthly assessment at an amount which shall not exceed one twelfth (1112"') of the maximum annual assessment.

5.5 S[)ecial Assessments. In addition to the annual assessments authorized above, the Association may levy in any assessment year a special assessment applicable to that year for the purpose of supplying adequate reserve funds for the reptacement of capital improvements; for defraying, in whole or in part, the cost of any construction, reconstruction, repair, or replacement of a capital improvement upon the Common Area or Area of Common Responsibility, or upon a Unit, and in connection with exterior maintenance, including fixtures and personal property related :hereto; for insurance costs of the Association; or for unusual, unforeseen and nonreoccuring expenses of the Association, provided that any such assessment shall have the assent of the Board.

5.6 Notice and QUOI1ll1l for any Action Authorized Under Section 5,4. Written notice of any meeting called for the purpose of taking any action authorized under Section 5.4 shall be sent to all members no less than thirty (30) days nor more than sixty (60) days in advance of the meeting. At the first such meeting called, the presence of members or of proxies entitled to cast fifty (50%) percent of all the votes of each class of membership shall constitute a quorum. If the

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required quorum is not present, another meeting may be called subject to the same notice requirement, and the required quorum at the subsequent meeting shall be one-half (1/2) of the required quorum a the preceding meeting. No such subsequent meeting shall be held more than sixty (60) days following the proceeding meeting.

5.7 Rate of Assessment. Both annual and special assessments shall, except as herein otherwise specifically provided, be fixed at a rate for all Units based on the relative assigned par value for each Unit type set forth on Exhibit "C" ("Unit Type"). These par values have been assigned by Developer on the basis of various factors, including average fair market values, replacement costs, relative sizes, and simplicity. Annual assessments shall be colleeted on a monthly basis. Provided, however, that the assessment for Units owned by Developer which are not occupied as a residence, shall at all times be twenty-five (25%) percent of the assessments for other Units. Each Unit shall be assigned a Unit Type when first conveyed by the Developer. Each Unit annexed by the Developer pursuant to Section 18.1 of this Declaration shall be ofa type as set forth in Exhibit "C" to this Declaration, provided, however, Developer shall have the right to add different Unit Types by an amendment to Exhibit "c" to this Declaration, and par values shall be assigned to such additional Unit Types by the Developer on the same basis as set forth in this Section 5.7. The relative assigned par values for Units referred to in this Section 5.7 shall have no effect on the voting rights of the Owners of Units as set forth in Section 4.5 of this Declaration.

5.8 Date of Commencement of Annual Assessme.nts: Due Dates. The development may consist of up to one hundred four (104) proposed Units, which may be added to this Declaration in phases. The annual assessments provided for herein shall commence as to each huilding on the day of the month on which the first Unit in such building is conveyed by Developer, to a non-related entity for occupancy, except Developer shall have the following option: (i) Developer shall commence paying twenty-five (25%) percent of the regular assessments for all Units it owns upon such conveyance or (ii) Developer may elect not to pay any assessments whatsoever provided it funds any deficiency in the operational budget of the Association until it commences payment of the assessments in (i) above. Such annual assessments shall be paid ratably on a monthly basis. The Board shall fix the amount of the annual assessment against each Unit at least thirty (30) days in advance of each annual assessment period. Written notice of the annual assessment shall be sent to every Owner subject thereto. The due dates shall be established by the Board. The Association shall, upon demand, and for a reasonable charge, furnish a certificate signed by an officer of the Association setting forth whether the assessments on a specified Unit have been paid. Non-related entity means an entity, which is not ov;'lled, managed, or operated by any common individuals.

5.9 Effect of Nonpayment of~sments; Remedies of the Association. A late charge of Twenty-Five and No/ I 00 ($25.00) Dollars shall be added to any assessment not paid within fifteen (15) days after the due date, together with interest from the due date at eight (8%) percent per annum. The Association may bring an action at law against the Owner personally obligated to pay the same or foreclose the lien against the property, and in either event: interest, costs and reasonable attorney's fees of any such action shall be added to the assessment. No O"''11er may waive or otherwise escape liability for the assessments provided for herein by non­LL~e of the Common Area or abandonment of his or her Unit.

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00004&59 Vol: 8359 P.= 98

5.1 0 Subordination of the Liento Mortgage~and Ad ValQrem Taxes. The lien of the assessments provided for herein shall be subordinate to the lien of any fIrst mortgage and ad valorem taxes. Sale or transfer of any Unit shall not affect the assessment lien. However, the sale or transfer of any Unit pursuant to mortgage or tax foreclosure or any proceeding in lieu thereof shall extinguish the lien of such assessments as to payments, which became due prior to such sale or transfer. No such sale or transfer shall relieve such Unit from liability for any assessments thereafter becoming due or from the lien thereof

5.11 Working Capital Fund. At the time of closing of the initial sale of each Unit, a sum equal to Five Hundred and Noll 00 ($500.00) Dollars for each Unit shall be collected and transferred to the Association for use as working capital. The purpose of said fund is to insure that the Association will have adequate cash available to satisfy expenses, and to acquire additional equipment or services deemed necessary or desirable. Amounts paid shall not be considered advance payment of monthly installments of annual assessments.

5.12 Default By Association. Upon default by the Association in the payment to the jurisdiction entitled thereto of any assessments for public improvements or ad valorem taxes levied against the Common Areas, which default shall continue for a period of six (6) months, each O"ner of a Unit shall become personally obligated to pay the jurisdiction a portion of the taxes or assessments in an amount determined by dividing the total taxes and/or assessments due to the jurisdiction by the total number of Units in the Properties. If the sum is not paid by the Owner within thirty (30) days following receipt of notice of the amount due, the sum shall become a continuing lien on the property of the Owner, his or her heirs, devisees, personal representatives and assigns. The taxing or assessing jurisdiction may either bring an action at law against the Owner personally obligated to pay the same, or may elect to foreclose the lien against the property of the Owner.

ARTICLE VI EXTERIOR MAINTENANCE AND PARTY WALLS

6.1 In addition to maintenance of the Common Area, the Association shall provide exterior maintenance upon the Areas of Common Responsibility of each Unit as follows: paint and/or stain the exterior of the Unit; repair, replace and care for roofs, gutters, downspouts, exterior building surfaces, trees, shrubs (excluding those planted by an Owner), grass, walks, mailboxes, fences installed by Developer or the Association, exterior post lights, and other exterior improvements. Such exterior maintenance shall not include glass surfaces. Further, the Owner of any Unit may, at his or her election, plant flowers in beds established by Developer in developing the Unit provided that such maintenance by the Owner does not hinder the Association in perfonning its maintenance of the exterior of the residential unit and the remaining yard spaces. No Maintenance by an Owner shal.l reduce the assessment payable by him or her to the Association. The Owner shall not plant any vegetation in the front yard except with the prior written approval of the Association.

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00004659 Vol: 8359 pg: 99

(As a matter of infonnation to future members of the Association, the Developer desires to make it knov,n that due to differing amounts of exposure to the elements and other factors, some Units may reqnire more maintenance than others and that it is in the best interest of the entire Association that all Units be properly maintained and that the Association shall be required to provide such maiotenance provided for herein and make a unifonn charge without regard to the actual cost of maintenance of each Unit.)

In the event that the need for maintenance or repair is caused through the willful or negligent act of the Owner, his or her family, or guests, or invitees, the cost of such maintenance or repairs shall be added to and become a part of the assessment to which such Unit is subject, which is not subject to any maximum. The Association is hereby granted an easement right of access to go upon any Unit fur perfonnance of repairs or maintenance, the responsibility of which is the Association's hereunder.

Subject to the provisions of this Declaration as expressly set forth in the obligations of the Association, all maintenance, repair, or replacement of the Unit and all structures, and other improvements located within the Unit shall be the sole responsibility of the OV.'11er thereof who shall perform such maiotenance in a manner consistent with the community and the applicable provisions ofthis Declaration.

6.2 P;y1y Walls.

(a) General Rules of Law to Apply. Each wall which is built as a part of the original con&1:rUction of the residential units upon the Properties and placed on the dividing line between the Units shall constitute a party wall, and, to the extent not inconsistent with the provisions of this Article, the general rules oflaw regarding party walls and liability for property damage due to negligence or vvillful acts Or omissions shall apply thereto. No alterations may be made to any party wall other than alterations to the interior surfaces.

(b) Sharing of Repair and M.aintenance. The cost of reasonable repair and maintenance of a party wall shall be shared by the Owners who make use of the wall in proportion to such usc.

(c) Destruction by Fire or Other Casual)):. If a party wall is destroyed by fire or other easualty, any Owner who has used the wall may restore it, and if the other Owners thereafter make use of the wall, they shall contribute to the cost of restoration thereof in proportion to such use without prejudice, hov.'Cver, to the right of any such Owners to call for a larger contribution from the others under any rule of law regarding liability for negligent or willful acts or omissions.

(d) Weathernroofing. Notwithstanding any other provision of this Article, an Owner who by his or her negligent or willful act causes the party wall to be exposed to the elements shall bear the whole cost of furnishing the necessary protection agaiost such elements.

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(e) Right to Contribution Runs With Lang. The right of any Owner to contribution from any other Owner under this Article shall be appurtenant to the land and shall pass to such Owner's successors in title.

(f) Arbitration. In the event of any dispute arising concerning a party wall or ur,der the provisions of this Article, the matter shall be submitted to the Board and the decision of the Board shall be final and binding.

ARTICLE VII USE A.~D RIGHTS IN COMMON AREAS AND EASEMENTS

7.1 LSC and Rights of Qwners and the Association. Except as the right may be suspended under Article V hereof for non-payment of delinquent assessments, or for failure to abide by the Association's rules for use, each Owner, at the time he becomes an Ov-ner and for so long as he is an Owner, is hereby granted a non-exclusive right of easement for ingress and egress over and across, and use of, enjoyment in and access to all of the Common Areas and/or Common Facilities subject to the rules and regulations of the Association as promulgated from time to time and subject to the right of the Association or its designee(s) for use of the Common Areas and/or Common Facilities and subject to restrictions and limitations On use imposed by the Association. Such easements shall be deemed to be appurtenant to such Owner's Unit, shall run with the land and shall pass with the title to such Unit. Any conveyance, encumbrance, judicial sale, or other transfer (voluntary or involuntary) of an individual interest in the Common Areas "'ill be void unless said Owner (excluding the Developer) receives the consent of at least two­thirds (213rds) of the Owners.

If construction, reconstnlction, repair, shifting, settlement, or other movement of any portion of improvement'l results either in the Common Areas encroaching on any Unit or in a Lillt encroaching on a Common Area or another Unit, an easement is hereby granted for both the encroachment and its mainrenance for the period during which the encroachment exists. There shall be no absolute liability imposed on an Owner for damage to the Common Areas or other Units. An Owner shall be liable for any damage caused by that Owner to the Common Areas Of

another Lillt in accordance with South Carolina law. The Association shall have the right to grant permits, licenses, or easements over or dedicate all or portions of the Common Areas owned by the Association andlor Common Facilities to any public body, agency, authority or utility for utilities, roads and other purposes necessary for the proper operation of the Development, provided that each Owner shall continue to have ingress and egress to his Unit; and further provided that no such dedication shall be effective unless an instrument signed by Owners entitled to cast two-thirds (2J3rds) of the votes of each class of voting membership has been recorded, agreeing to such dedication and unless written notice of the proposed dedieation is mailed or hand delivered to every Owner and First Mortgagee at least ninety (90) days in advance of any action taken. Any Owner may delegate in accordance with the By-laws of the Association, his right of enjoyment to the Common Areas to the members of his family, his tenants or contract purchasers who reside on such Unit

7.2 Utility Easements. The Common Areas owned by the Association, and the

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Developer's conveyance thereof to the Association, shall he subject to utility casements granted or to be granted for sewer, water, drainage, cable television, gas, electricity, telephone and any other necessary utilities. If such utilities are not installed, or easements therefore are not granted or reserved prior to the conveyance of the Common Areas, such easements shall be granted later by the Association at the request of the Developer. As a part of its program of development of the Development into a residential community and to encourage the marketing thereof, the Developer shall have the right to use the Common Areas and Common Facilities thereon, ",ithout charge during the sales and construction period for the Property.

7.3 Use and Rights of public Authorities. The duly designated officials, employees and contractors of governmental bodies having jurisdiction over the Development, shall have an easement to enter upon on, and over the Common Areas in the Development for the purpose of providing police and fire protection and enforcing the applicable laws, ordinances, rules and regulations of the said governmental bodies. The Developer and the Association shall hold police and governmental personnel harmless from civil or criminal actious arising through a charge of trespass for entering on the Common Areas in performance of their duties.

7.4 Condemnation. Destruction and Liquidation. In the event of condemnation or destruction of any Common Areas or Common Facilities, and in the event of liquidation or termination of the Association, all losses, awards or proceeds resulting therefrom shall be shared equally by the Owners. The Association is hereby designated to represent the members thereof in any proceedings, negotiations, settlements or agreements regarding the same, and each member, by acceptance of a deed for a Unit appoints the Association as its attorney-in-fact for the foregoing purposes. Any proceeds from a settlement shall be payable to the Association for the benefit of the members and their mortgage holders,

7.5 ~of Access in Favor of the Association. Each Owner shall afford to the Association, to the Managing Agent (if any) and to any other person authorized by any of the foregoing a right of access to all portions of the Property owned by such Owner for the purposes of furnishing the services required to he furnished hereunder or enforcing its rights and powers hereunder, which include, without limitation:

(a) Making inspections of, or removing violatious noted or issued by any governmental authority against, the Unit or Area of Common Responsibility;

(b) Curing defaults hereunder, or violations of the Rules and Regulations, committed by such Owner;

(c) Correcting any conditions originating in or on a Unit whieh threaten another Unit or any portion of the Area of Common Responsibility;

(d) Installing, operating. maintaining, repairing, altering, rebuilding, restoring and/or replacing Unit Exteriors and improvements within the Area of Common Responsibility;

(e) Association; and

Performing the duties and obligations herein imposed upon the

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Recorded QII-201O-Mar-12 A<.r465S

Cf) Exercising the rights herein granted to the Association, including the right to use water drawn from the exterior water faucets located on Units without making reimbursement to the Owners.

7.6 Exercise of Any Rights of Access. The rights of access granted in Section 7.5 above shall be exercised in such a manner as shall not unreasonably interfere with the use of the respecti ve Units by the Owners thereof Except for an entry to obtain water from the exterior faucet, entry shall be permitted on not less than three (3) days prior notice to the Owner in question, except that no such notice shall be necessary in the event of Unit Exterior repairs or replacements that shall be immediately necessary or required for the preservation or safety of the Units or any part thereof, for the safety of the occupants, or to avoid the suspension of any necessary service at the Property or any part thereof. In connection with any such entry, the Association shall repair, or cause to be repaired, any resulting damage to the Unit, restoring it to substantially the condition that it was in prior to the exercise of the right of entry.

ARTICLE VIII EASEMENTS

All of the Properties, including Units and Common Areas, shall be snbject to such easements for driveways, walkways, parking areas, water lines, sanitary sewers, storm drainage facilities, gas lines, telephone and electric power line and other public utilities as shall be established by the Developer or by its predecessors in title; further, the Association shall have the power and authority to grant and establish upon, over, under and across the Common Areas conveyed to it, such further easements as are requisite for the convenient use and enjoyment of the Properties. In addition, there is hereby reserved in the Developer and its agents and employees an easement and right in ingress, egress and regress across all Common Areas, nor or hereafter owned by the Association, for the purpose of construction of improvements within the Properties, including the right of temporary storage of construction materials on said Common Areas.

So long as Developer owns any property described on Exhibit "A", Developer reserves blanket easements and the right to grant such specific easements over all the Property, including Units and Common Areas, as may be necessary in conjunction with the orderly development of the property descrihed on Exhibit "A" or any adjacent property (including without limitation the planning, construction, marketing, leasing, management and maintenance of improvements) for use, enjoyment, access, construction and maintenance of public or private utilities and storm drainage (whether subsurface or surface). No such easements may be located within the area beneath any building located thereon.

All Units shall be subject to easements for the encroachment of initial improvements constructed on adjacent Units by the Developer to the extent that such initial improvements actually encroach including, but not limited to, such items as overhanging eaves and walls.

Developer reserves access easements over all Units for construction, either for that Unit

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or any adjacent property and easements for the installation of public or private utilities and storm drainage (whethcr subsurface or surface).

There are reserved cross-easements in favor of Owners of Units that comprise a building for access to and from each other Unit comprising the building and the Common Area adjacent to the Units comprising the building, including, but not limited to, the transportation of roll-out garbage containers; however, this does not include access to approved decks, patios, or areas with approved fences.

ARTICLE IX DEVELOPER'S RIGHTS

The right is reserved by Developer, or its agents, to place and maintain on the Property all model homes, sales offices, advertising signs and banners and lighting in connection therewith and other promotional facilities at such locations and in such forms as shall be determined by Developer. There is also reserved unto Developer, its agents and prospective purchasers and tenants, the right of ingress, egress and transient parking in and through the Property for such sales purposes, Developer also reserves the right to maintain on the Property without charge (a) a general construction office for Developer's contractors and (b) appropriate parking facilities for the employees of Developer's agents and contractors. Notwithstanding any other provision to the contrary, no annual or special assessment shall be due for any models of the Developer. Notwithstanding any provision herein to the contrary, the rights and easements created undcr this Declaration are subject to the right of Developer to execute all documents and do all other acts and things affecting the Properties, which in the Developer's opinion, are required to implement any right of Developer set forth in this Declaration (including the making of any dedications or conveyances to public use) provided any such document or act is not inconsi~1;ent with the then existing property rights of any Owner.

In any event and notwithstanding any provision in this Declaration to the contrary, Developer reserves the right and power, and each Owner by acceptance of a deed to a Unit is deemed to and does give and grant to Developer a power of attorney, which right and power is coupled with an interest and runs with the title to a Unit and is irrevocable (except by Developer), without the consent, approval or signature of each Owner, to (1) amend the Declaration and all attachments, to the extent necessary to conform to the reqnirements then governing the purchases or insurance of mortgages by The Mortgage Corporation, Federal National Mortgages Association, Governmental National Mortgages Association, Federal Home Loan Mortgage Corporation, Mortgage Guaranty Insurance Corporation, Department of Honsing and Urban Development, the Federal Housing Administration, the Veterans Administration, or any other similar agency or organization, (li) induce any such agencies or entities to make, purchase, sell insure or guarantee first mortgages covering Unit ovmersmp, (iii) to correct typographical errors, surveyor errors in descriptions or otherwise, or obvious factual errors or omissions, the correction of which would not impair the interest of any Owner or mortgagee, (iv) bring this Declaration into compliance with all applicable laws, (v) to amend any Exhibits, or (vi) to exercise any Developer rights or development rights; and further provided that if there is an Owner other than the Developer, the Declaration shall not be amended to increase the scope

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00004659 Vol' 8359 P.: 10,

or the period of control of the Developer. F.ach deed, mortgage, other evidence of obligation, or other instrument affecting a Unit and the acceptance thereof shall be deemed to be a grant and acknowledgement of, and consent to the reservation of, the power of Developer to vote in favor of, make execute and record any of the foregoing amendments. The rights of Developer 1lllder this Section shall tenninate at such time as Developer no longer holds or controls title to a Unit and the right of Developer to add the Additional Land has expired.

ARTICLE X DISPUTE RESOLUTIONS AND LIMITATIONS ON LITIGATION

10.1 Agreement to Avoid Costs of Litigation and to Limit Rights to Litigate Disputes. The Association, Developer, all persons subject to this Declaration, and any person not otherwise subject to this Declaration who agrees to submit to this Article (collectively, "Bo1llld Parties") agree to encourage the amicable resolution of disputes involving the Properties in order to avoid the emotional and financial costs of litigation. Accordingly, each Bound Party covenants and agrees that all claims, grievances or disputes between such B01llld Party and any other B01llld Party involving the Properties including, without limitation, claims, grievances, or disputes arising out of or relating to the interpretation, application, or enforcement of this Declaration, the By-Laws, the Association rules, or the Articles (collectively, "Claim"), except for those Claims authorized in Section 10.2, shall be resolved using the procedures set forth in Section 10.3 in lieu of filing suit in any court or initiating proceedings before any administrative tribunal seeking redress or resolution of such Claim.

102 Exempt Claims, The following Claims ("Exempt Claims") shall be exempt from the provisions of Section 103:

(a) Any suit by the Association against any Bound Party to enforce the provisions of Article V (Covenant for Maintenance Assessments);

(b) Any suit by the Association to obtain a temporary restraining order (or equivalent emergency equitable relief) and suelt other ancillary relief as the court may deem necessary ill order to maintain the status quo and preserve the Association's ability to enforce the provisions of this DecIaration;

(c) Any suit between Owners (other than Developer) seeking redress on the basis of a Claim which would constitute a cause of action under federal law or the laws of the State of South Carolina in the absence of a claim based on the Declaration, By-Laws, Articles or rules of the Association, if the am01lllt in controversy exceeds Five Thousand and :'\01100 ($5,000,00) Dollars;

(d) Any suit arising out of any written contract between Owners, or between the Developer and any builder, which would constitute a cause of action under the laws of the State of South Carolina in the absence of the Declaration, By-Laws and Articles of the Association; and

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U0004659 Vol' B3~9 Pt' 105

(e) Any suit in which all parties are not BOillld Parties.

Any BOillld Party having an Exempt Claim may submit it to the alternative dispute resolution procedures set forth in Section 10.3, but there shall be no obligation to do so. The submission of an Exempt Claim involving the Association to the alternative dispute resolution procedures of Section 10.3 shall require the approval of the Association.

10.3 MandatoryhQccdures for All Other Claims. All claims other than Exempt Claims shall be resolved using the following procedures:

(a) Notice. Any BOillld Party haviog a claim ("Claimant") agaiost any other Bound Party ("Respondent"), other than an Exempt Claim, shall notify each Respondent in writing of the Claim (the "Notice"), stating plainly and concisely:

(i) 1ne nature of the Claim, including date, time, loeation, persons involved and respondent's role in Claim;

(ii) The basis of the Claim ("Claimant") (i.e., the provisions of this Declaration, the By-Laws, the Articles or rules or other authority out of which the claim arises);

(iii) What Claimant wants Respondent to do or not to do to resolve the Claim; and

(iv) The Claimant wishes to resolve the Claim by mutual agreement with Respondent and is willing to meet in peroon with Respondent at a mutually agreeable time and place to discuss in good faith ways to resolve the Claim.

(b) Negotiation.

(i) Each Claimant and Respondent (the "Parties") shall make every reasonable effort to meet in peroon and confer for the purpose of resolving the Claim by good negotiation.

(ii) Upon receipt of a written request from any Party, accompanied by a copy of the Notice, the Board may appoiot a representative to assist the Parties io resolving the dispute by negotiation, if in its discretion it believes its efforts will be beneficial to the Parties and to the welfare of the community.

(c) Mediation.

(i) If the Parties do not resolve the Claim through negotiation within thirty (30) days of tbe date of the Notice (or within such other period as may be agreed upon by the Parties) ("Termination of Negotiations"), Claimant sball have thirty (30) additional days within which to submit the Claim to mediation under the auspices of any

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00004659 Vol: 8359 P.: 106

dispute resolution center or other such independent agency providing similar services in the same geographical area upon which the Parties may mutually agree.

(ii) If Claimant does not submit the Claim to mediation within thirty (30) days after Tennination of Negotiations, Claimant shall be deemed to have v.aived the Claim, and Respondent shall he released and discharged from any and all liability to Claimant on account of such claim; provided, nothing herein shall release or discharge Respondent from any liability to persons not a Party to the foregoing proceedings.

(iii) If the Parties do not settle the Claim within thirty (30) days after submission of the matter to the mediation process, or within such time as determined reasonable or appropriate by the mediator, the mediator shall issue a notice of termination of the mediation proceedings ("Tennination of Mediation"). The Tennination of Mediation notice shall set forth when and where the Parties met, that the Parties are at an impasse, and the date that mediation was terminated.

(iv) Each Party shall, within five (5) days of the Termination of Mediation, make a written offer of settlement in an effort to resolve the Claim. The Claimant shall make a final written settlement demand ("Settlement Demand") to the Respondent. The Respondent shall make a formal written settlement offer ("Settlement Offer") to the Claimant. If the Claimant fails to make a Settlement Demand, Claimant's original Notice shall constitute the Settlement Demand. If the Respondent fails to make a Settlement Offer, Respondent shall be deemed to have made a "zero" or "take nothing" Settlement Offer.

(d) Final and Binding Arbitration.

(i) If the Parties do not agree in writing to accept either the Settlement Demand, the Settlement Offer, or otherwise resolve the Claim within fifteen (15) days of the Termination of Mediation, the Claimant shall have fifteen (I5) additional days to submit the Claim to arbitration in accordance with the Rules of Arbitration contained in Exhibit "D" or the Claim shall be deemed abandoned, and Respondent shall be released and discharged from any and all liability to Claimant arising out of such Claim; provided, nothing herein shall release or discharge Respondent from any liability to persons not a Party to the foregoing proceedings.

(ii) This subsection (d) is an agreement of the Bound Parties to arbitrate all Claims except Exempt Claims and is specifically enforceable under the applicable arbitration laws of the State of South Carolina. The arbitration award (the "Award") shall he final and binding, and judgment may be entered upon it in any court of competent jurisdiction to the fullest extent permitted under the laws of the State of South Carolina

10.4 Allocation of Costs of Resolvioo Claims.

(a) Each Party shall bear its own costs incurred prior to and during the

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proceedings described in Sections 10.3(a), (b) and (c), including the fees of its attorney or other representative. Each Party shall share equally all charges rendered by the mediator(s) pursuant to Section 1O.3( c).

(b) Each Party shall bear its own costs (including the fees of its attorney or other representative) incurred after the Termination of Mediation under Section 1O.3(c) and shall share equally in the costs of conducting the arbitration proceeding (collectively, "Post Mediation Costs"), except as otherwise provided in Section 10.4( c).

(c) Any Award, which is equal to or more favorable to Claimant than Claimant's Settlement Demand shall add such Claimant's Post Mediation Costs to the Award, such Costs to be borne equally by all Respondents. Any A ward which is equal to or less favorable to Claimant than Respondent's Settlement Offer to that Claimant shall also award to such Respondent its Post Mediation Costs, such Costs to be borne by all such Claimants.

10.5 .Enforcement of Resolution. If the Parties agree to a resolution of any Claim through negotiation or mediation in accordance with Section 10.3 and any Party thereafter falls to abide by the terms of such agreement, or if any Party fails to comply with the terms of any Award following arbitration, then any other Party may file suit or initiate admiuistrative proceedings to enforce such agreement or Award without the need to again comply with the procedures set forth in Section 10.3, in such event, the Party taking action to enforee the agreement or Award shall be entitled to recover from the non-complying Party (or if more than one non-complying Party, from all such Parties pro rata) all costs incurred in enforeing such agreement or Award, including, without limitation, attorneys fees and court costs.

10.6 Commencement of Litigation. Aoy litigation by the Association (i) other than the "Exempt Claims" set out in Section 10.2 or (ii) against the Developer shall both require an affirmative vote of seventy-five (75%) percent of the members of the Association prior to the institution of such litigation.

ARTICLE XI DOCUMENTS AND RECORDS

I I.l .Recordl'. The Association shall maintain the following records and make them available for inspection and copying during normal business hours by Owners or by holders, insurers and guarantors of first mortgages secured by Units:

(11) Current copies of the recorded Declaration, Articles of Incorporation and By-Laws of the Association, and any amendments thereto, guidelines, ruies and regulations adopted by the Association, as well as the Association's books, records, and financial statements;

(b) Detailed and accurate records in chronological order of the receipts and expenditures affecting the Areas of Common Responsibility, specifying and itemizing the maintenance and repair expenses incurred and all other expenses incurred, including those for

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Common Areas and Common Facilities and copies of all contracts, leases, or other agreements entered into by the Association;

( c) The minntes of all meetings of the OI.I,l1ers and Directors of the Association for not less than seven (7) years;

(d) Ballots and proxies related thereto, if any, for any election held for the Board of the Association and for any other matters voted on by the Owners, for not less than thirty (30) days;

(e) Such other records of the Association as are available for inspection by members of a not-for-profit corporation pursuant to the Not for Profit Corporation Act in effect from time to time in South Carolina; and

(f) With respect to Units owned by a land trust, if the trustee has designated in writing a person to cast votes on behalf of the Owner, the designation, which shall remain in effect until a subsequent document is filed with the Association; and

Vihere a request for records W1der this Section is made in writing to the Association or its agent, failure to provide the requested record or to respond within thirty (30) days shall be deemed a denial by the Association. A reasonable fee may be charged by the Association for the cost of copying records.

ARTICLE XII MEETINGS AND FINANCES

12,1 Annual I3udget, Each Owner shall receive, at least thirty (30) days prior to the adoption thereof by the Board, a copy of the proposed annual budget. The Board shall, within one-hW1dred twenty (120) days of the Association's fiscal year-end make internally prepared financial statements for the preceding fiscal year available to the holder, insurer or guarantor of any first mortgage secured by a lInit upon submission of a written request for it and shall supply to all Owners, upon request, an itemized accounting of the expenses for the preceding year actually incurred or paid, together with a tabulation of the amoW1ts collected pursuant to the budget or assessment, and showing the net excess or deficit of income over expenditures plus reserves. The Board may determine to have such financial statements reviewed by an accoW1ting firm or detennine to have audited fmandal statements. Each Owner shall receive written notice mailed or delivered no less than ten (10) and no more than thirty (30) days prior to any meeting of the Board concerning the adoption of the proposed annual budget or any increase in the budget, or establishment of an assessment,

12.2 Meetin..,gs of th~Itoard, Meetings of the Board shall be open to any Owner, except for the portion of any meeting hcld:

(a) To discuss litigation when an action against or on behalf of the Association has been filed and is pending in a court or administrative tribW1al, or when the Board

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fmds that such an action is probable or imminent;

(b) To ecnsider infonnation regarding appointment, employment, or dismissal of an employee; or

(e) To discuss violation of rules and regulations of the Association or unpaid assessments ovmed to the Association.

Any vote on the foregoing matters shall be taken at a meeting or portion thereof open to any Ov.mer. Any Owner may reecrd the proceeding at meetings required to be open by this Section 12.2 by tape, film, or other means; the Board may prescribe reasonable rules and regulations to govern the right to make such recordings. Notice of meetings shall be mailed or delivered at least forty-eight (48) hours prior thereto, unless a written waiver of sueh notice is signed by the persons entitled to notice before the meeting is convened. Copies of notice of meetings of the Board shaH be posted in en\ranceways, elevators, or other conspicuous places in the Development project at least forty-eight (48) hours prior to the meeting of the Board.

ARTICLEXIll ADMINISTRATION OF PROJECT PRIOR TO

ELECTION OF ThiTIAL BOARD OF DIRECTORS

13.1 Association. Until the election by Owners of the Board, the same rights, titles, powers. privileges, trusts, duties, and obligations that are vested in or imposed on the Board by this Declaration shall be held and performed by the Developer.

13.2 Electi<;tfl of Initial Board. The election of the initial Board by the Owners shall be held not later than the Turnover Date. Developer shall give at least twenty-one (21) days notice of the meeting to elect the initial Board and shall upon request provide any Owner within three (3) working days of the request, the names, addresses, telephone numbers (ifin the records of the Association), and weighted vote of each Owner entitled to vote at the meeting. Any Owner shall upon request be provided with the same information, within three (3) working days of the request, 'I''ith respect to each subsequent meeting to elect members of the Board. If the initial Board is not elected by the Owners at the time established above, Developer shall continue in office for a period of thirty (30) days, whereupon written notice of his resignation shall be sent \0

all Owners entitled to vote at an election for members of the Board.

13.3 Deliv~fr-QfRecords. Within sixty (60) days after the election of a majority of the Board other than Developer by Owners, Developer shall deliver to the Board:

(a) All original documents as recorded or filed pertaining to the community, its administration, and the Association, such as this Declaration, the Articles of incorporation, other instruments, annual reports, minutes, rules, and regulations and contracts, leases, or other agreements entered into by the Association. If any original documents are unavailable, a copy may be provided if certified by affidavit of the Developer, or an officer or agent of Developer as being a complete copy of the actual document recorded or filed.

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(b) A detailed accolmting by Developer, setting forth the source and nature of receipts and expenditures in cormection with the management, maintenance, and operation of the community, copies of all insurance policies, and a list of any loans or advances to the Association which are outstanding.

(c) Association funds, which shall have been at all times segregated from any other moneys of the Developer.

(d) A schedule of all real or personal property, equipment, and fixtures belonging to the Association, including documents transferring the property, warranties, if any, for all real and personal property and equipment, deeds, title insurance policies, and all tax bills.

(e) A list of all litigation, administrative action, and arbitrations involving the Association, any notices of governmental bodies involving actions taken or which may be taken concerning the Association, engineering and architectural drawings and specifications as approved by any governmental authority, other documents filed with any governmental authority, all governmental certificates, correspondence involving enforcement of any association requirements, copies of any documents relating to disputes involving Owners, and originals of all documents relating to everything listed in this subsection (c).

13.4 Developer's Agreements. Any contract (other than a professional management contract), lease, or other agreement made prior to the election of a majority of the Board other than Developer by or on behalf of the Owners, which extends for a period of more than two (2) years from the recording of this Declaration, shall be subject to cancellation by more than fifty (50%) percent of the votes of the Owners, other than Developer, cast at a special meeting of members called for that purpose during a period of ninety (90) days prior to the expiration of the two (2)-year period. At least sixty (60) days prior to the expiration of the two (2) year period, the Developer shall send notice to every Owner, notifYing them of this provision, of what contracts, leases, and other agreements are affected, and of the procedure for calling. a meeting of the members for the purpose of acting to terminate such contracts, leases, or other agreemeuts. During the ninety-(90) day period, the other party to the contract, lease, or other agreement shall also have the right of cancellation.

13.5 Professional Management Contracts. All Professional Management Contracts shall contain a tennination provision that does not require the payment of any penalty or an advance notice for termination of more than ninety (90) days. Any Professional Management Contract entered into by the Developer prior to the Turnover Date shall contain a clause giving the Association the right to terminate it without cause and at any time after the transfer of control to the O'wners.

ARTICLE XIV RIGIITS m' FIRST MORTGAGEES

14.1 Payments. A First Mortgagee of a Unit may, either singly or jointly with First

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Mortgagees of other Units, on behalf of the Association (i) pay taxes or other charges which are in default and which may become or have become a lien or charge against the Common Areas, the Conunon Facilities or both, and (ii) pay overdue premiums on one or more hazard insurance coverages of the Common Areas and Common Facilities upon the failure of the Association to replace such policy not later than the time it elapses (including any applicable grace period). One or more First Mortgagees making such payment on behalf of the Association shall be entitled to be reimbursed therefor from the Association upon written demand therefor. Upon written request by a First Mortgagee, the Association shall continn in writing to such First Mortgagee that if any First Mortgagees were (0 make one or more of the payments referred to in the first sentence of this subsection (a) on behalf of the Association, such First Mortgagee(s) would thereby be entitled to the reimbursement mentioned in the inunediately preceding sentence.

14.2 Insurance Proceeds and Condemnation Awards. No Owner of a Unit, or any other party, shall have priority over any rights of First Mortgagees of Units pursuant to their mortgages in the case of a distribution to Owners of insurance proceeds or condemnation awards for losses to or a taking of any of the Common Areas, the Common Facilities or both; provided, however, that nothing in this subsection (b) shall be deemed to create, or imply the existence oJ: any rights of Owners of Units, or their Mortgagees, or both, in and to any such insurance proceeds and condemnation awards.

14.3 Notice. 'Ibe holder, insurer or guarantor of the mortgage on any Unit, which sends a written request to the Association, stating its names and address and the address of the Unit on which has (or insures or guarantee) the mortgage, shall be entitled to timely written notice of:

(a) A.flY condemnation or casualty loss that affects either a material portion of the Development or the Unit securing its mortgage;

(b) Any sixty (60)-day delinquency in the payment of assessments or charges owed by the Ov.'!Jer of any Unit on which it holds the mortgage;

(c) A lapse, cancellation, or material modification of any insurance policy maintained by the Association; and

(d) Any proposed action that requires the consent of a specified percentage of eligible mortgage holders.

ARTICLE XV RESALE OF UNITS

15.1 Document Delivery. In the event of any resale of a Unit by an Owner other than Developer, the Owner shall obtain from the Board and shall make available for inspection by the prospective purchaser, upon demand, the following:

(a) A copy of this Declaration and any rules and regulations applicable to the DevelopmenL

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(b) A statement of any liens, including a statement of the account of the Unit setting forth the amounts of unpaid capital contributions, assessments and other charges due and owmg.

(cl A statement of any capital expenditures anticipated by the Association within the current or succeeding two-(2) fiscal years.

(d) A statement of the status and amount of all reserves for replacement and other reserves and any portions thereof eannarked for any specific project by the Board.

(e) A copy of the statement of financial condition of the Association for the last fiscal year for which such a statement is available.

(I) A statement of the status of any pending suits or judgments in which the Association is a party.

(g) A statement setting forth what insurance coverage is provided by the Association.

The principal officer of the Association or such other officer as is specifically designated shall furnish the above infonnation when requested to do so in writing within thirty (30) days of receiving the request. A reasonable fee covering the direct out-of-pocket costs of copying and providing such infonnation may be charged by the Association to the selling Owner.

ARTICLE XVI ERRORS AND OMISSIONS

16.1 Omissions or Errors. If there is an error or omission in this Declaration or other instrument of the Association, the Association may correct the error or omission by an amendment to this Declaration or other instrument, as may be required to confonn it to any other applicable statute or to this Declaration. The amendment shall be adopted by vote of two-thirds (2/3) of the members of the Board or by a majority vote of the members at a meeting called for that purpose, unless the Declaration specifically provides for greater percentages or different procedures.

16.2 Ratification. If an error or omission in this Declaration or other instrument is corrected by vote of two-thirds (2/3rds) of the members of the Board pursuant to the authority established in Section 16.1, the Board, upon Vlritten petition by Owners with twenty (20%) percent of the votes of the Association, received VI~thin thirty (30) days of the board action, shall call a meeting of the Owners within thirty (30) days of the filing of the petition to consider the board action. Unless a majority of the votes of the Owners are cast at the meeting to r~ect the action, it is ratified whether or not a quorum is present

16.3 Affected Owners' Consent The procedures for amendments to correct errors or

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omissions set forth in Sections 16.1 and 16.2 of this Article cannot be used if such an amendment would materially or adversely affect property rights of the Owners unless the affected Owners consent in writing. This Section shall not restrict the powers of the Association to otherwise amend this Declaration, the By-Laws, or other instruments, but authorizes a simple process of amendment requiring a lesser vote for the purpose of correcting defects, errors, or omissions when the property rights of Owners are not materially or adversely affected.

16.4 Correction by Co\Ut Action. If there is an error or omission in this Declaration or other instruments that may not be corrected by an amendment procedure set forth above, then the Circuit Co\Ut of Berkeley County shall have jurisdiction to hear a petition of one or more Owners therein or of the Association, to correct the error or omission, and the action may be a class action. The co\Ut may require that one or more of the methods of correction be submitted to the Owners to detennine the most acceptable correction. All Owners must be joined as parties to the action. Service of process on Owners may be by publication, but the plaintiff shall furnish all Owners not personally served with process with copies of the petition and final judgment of the co\Ut by certified mail, return receipt requested, at their last knO'll'll address.

165 Legal Requirements. Nothing contained in this Article shall be construed to invalidate or limit the provisions of this Declaration authorizing or a1lo'll'ing the Developer to amend or otherwise correct this Declaration to bring the instrument into eompliance with the legal requirementq of entities and agencies such as Fannie Mae, the Federal National Mortgage Association, the Federal Home Loan Mortgage Corporation, the Federal Housing Administration, the United States Veteran Administration, or their respective successors and assigns.

ARTICLE XVII GENERAL PROVISIONS

17, I Enforcement. 1be covenants, conditions, easements and resmctlOn herein contained (the "Covenants") shall run with, and be binding upon the Property and shall inure to the benefit of and shall be binding upon the Association and all persons owning, leasing, subleasing, or occupying any such land and their heirs, executors, administmtors, personal representatives, successors, and assigns. These Covenants may be enforced by the Association, which shall have the right to expend Association monies in pursuance thereof, and may also be enforeed by the Owner of any Unit in the Development or anyone or more of the aforesaid persons benefited thereby. If these Covenants are enforced by appropriate proceedings by any such Owner or O'\\'llers, such Owner or Owners, if successful in such enforcement and if the Association had theretofore refused such enforcement, shall be reimbursed by the Association for all or any part of the cost incurred, but such reimbursement shall be solely in the discretion of the Board. Enforcement of these Covenants shall be by any proceeding at law, equity, or otherwise against any person or persons violating or attempting to violate any of these Covenants either to restrain violation or to recover damages, and against the land to enforce any lien created by these Covenants and failure by the Association or any Owner to enforce any of the Covenants herein contained shall in no event be deemed a waiver of the right to do so thereafter.

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17.2 Duration, T ennination and Amendment Subject to the provision hereof, these Covenants shall remain in full force and effect for a period of thirty-five (35) years from the date hereof, and thereafter they shall be deemed to have been automatically renewed fOf successive terms often (10) years except that at any time, and from time to time, they may be amended or terminated by the vote of the OVllners of not less than sixty-seven (67%) percent of the Units then in the Association. Any termination or amendment of a material nature shall require the prior written approval of Eligible Mortgage Holders representing at least fifty-one (51%) percent of the votes of Units that are subject to mortgagors held by Eligible Mortgage Holders. A change to any of the following shall be considered as material:

(a) Voting Rights;

(b) Increases in assessments that raise the previously assessed amount by more tban twenty-five (25%) percent, assessment liens, or the priority of assessment liens;

(c) Reductions in reserves for maintenance, repair, and replacement of Common Areas;

(d) Responsibility for maintenance and repairs;

(e) Reallocation ofintereslS in the Common Areas, Of rights to their use;

(1) Redefinition of the boundaries of any Unit;

(g) Convertibility of Units into Common Areas or vice versa;

(h) Expansion or contraction of the Development except as provided herein, or the addition, annexation or withdrawal of property to or from the Development;

(i) Hazard or fidelity insurance requirements;

(j) Imposition of any restrictions on the leasing of Units;

(k) Imposition of any restrictions on an Owner's right to sell, transfer or lease his or her unit;

(l) A decision by the Association to establish self-management when professional management had been required previously by an Eligible Mortgage Holder;

(m) Restoration or repair of the Common Area and Common Facilities (after a hazard damage or partial condemnation) in a manner other than that specified in the Declaration, or the Articles of Incorporation or By-Laws of the Association;

(n) Any action to terminate the legal status of the Association after substantial destruction or condemnation occurs; or

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(0) Any provisions that expressly benefit mortgage holders, insurers, or guarantors.

Any termination of the legal status of the project for reasons other than substantial destruction or condemnation must be approved by Eligible Mortgage Holders representing at least sixty-seven (67%) percent of the votes of the Units then in the Association. Any amendment or termination shall be effected by reeording in the Office of the Register of Deeds of Berkeley County, a document executed by the required number of Owners, setting out such amendment(s) or stating that this Declaration shall be terminated or amended as provided therein. It shall be tbe duty of the Association to notifY the Eligible Mortgage Holders (where applicable) and all Owners of any action under this Section by mail at least thirty (30) days prior to the date of any meeting called to decide any such action. Implied approval of an Eligible Mortgage Holder shall be assumed when the Eligible Mortgage Holder fails to submit a response to any written proposal for an amendment within trurty (30) days after it receives proper notice of the proposal provided the notice was delivered by certified or registered mail, with a "return receipt" requested.

17.3 Powers Retained by peveloper. A power coupled with an interest is hereby retained by and granted to the Developer (acting by and through its duly authorized members), its successors, assigns or designees, as attorney-in-fact, to amend this Declaration, the By-laws of the Association, or the Articles of Incorporation of the Association, for any of the following purposes: (a) compliance with requirements of Fanme Mae, the Veterans Administration, the Department of Housing and Urban Development, the Federal National Mortgage Association, the Federal Home Loan Mortgage Corporation, the Government National Mortgage Association, any successor to any of such organizations and any other federal, state or local governmental entity or agency; (b) to induce any such agencies and entities to make, sell, purchase, insure, guarantee or otherwise deal with first mortgages on Un.its; (c) correcting any typographic or scrivener's error and inconsistencies in the Declaration; (d) to comply with applicable federal, state, and local law; and (e) meeting requirements of the Internal Revenue Code as now, or hereafter amended, (i) relating to organizations exempt from tax or (ii) specifically exempting homeowners' associations from any Federal income tax; provided that Developer shall have no obligation to cause any such amendment to be made. The acceptance of each deed, mortgage or other instrument with respeet to any Un.it which is subject to this Declaration shall be deemed to be a confirmation of such power to such attorney-in-fact and shall be deemed to constitnte a consent and agreement to and acceptance, confirmation and ratification of all such amendments, which shall be effective upon the recording in the Office of the Register of Deeds of Berkeley County an appropriate instrument, setting forth the amendment, and its authorization pursuant to this Section 17.3, which instrument shall be executed and acknowledged by Developer. The foregoing power shall terminate when Developer no longer owns any Units.

17.4 ,AssignmenL of~s:veloper's Rights. Notwithstanding anything herein to the contrary, Developer hereby reserves the right to transfer, assign, mortgage or pledge any and all of its privileges, rights, title and interest hereunder, or in the Property, by means of recording an assignment of such with the Office of the Register of Deeds of Berkeley County. Upon recording of such assignment, Developer shall be relieved of any liability arising from the performance or non-performance of such rights and obligations accruing from and after the recording of such

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assignment. No such successor assignee of the rights of Developer shall have or incur any liability for the obligations or acts of any predecessor in interest.

17.5 Leases. Any lease or rental agrecment affecting any Unit must be in writing, and shall be subject to the requirement of this Declaration, and the Articles of Incorporation and By­Laws of the Association. No Unit shall be leased for hotel or transient purposes or for a tenn less than six (6) months and no portion of a Unit which is less than the entire Unit shall be leased.

17.6 Severability. Invalidation of anyone or more of the provisions of these Covenants or portions thereof by judgment or eourt order shall in no way affect the validity of any of the other provisions or portions thereof, which shall remain in full force and effect.

17.7 Notices. Any notiee or other communication required to be sent to any Owner or First Mortgagee under the provisions of this instrument shall be deemed to have been properly sent when mailed, postpaid, to the last known address of the person who appears as Owner or First Mortgagee on the records of the Association at the time of such mailing. Notice to the Association shall be sent in the manner addressed to its President or Secretary at 500 Stonehenge Parkway, Dublin, Ohio 43017, or to such other address of which the Association shall havc notified the Owners in the aforesaid manneL

17.8 Captions. The paragraph captions in this instrument are for convenience only and do not in any way define, limit, describe or amplifY the tenns and provisions of this instrnment or the scope or intent thereof.

ARTICLE XVIII ANNEXUION OF ADDITIONAL LAND

18.1 bJrnexaticm Without Approval of Class "A" Membership.

Developer shall have the unilateral right, privilege, and option, from time to time and at any time within seven (7) years from the date this Declaration is recorded, to subject to the provisions of this Declaration and the jurisdiction of the Association all or any portion of the real property described in Exhibit "B." Such annexation shall be accomplished by filing in the Office of Register of Deeds tor Berkeley County, South Carolina, Supplemental Declarations amending this Declaration. Such Supplemental Declaration shall not require the consent of the members. Any such annexation shall be effective upon the filing for record of such Supplemental Declaration. Developer shall have the unilateral right to transfer to any other person the said right, privilege, and option to annex the Additional Land which is herein reserved to Developer, pro\~ded that the transfer is memorialized in a written instrument executed by the Developer and recorded in the Office of Register of Deeds for Berkeley County. Each Unit annexed and subjected to the provisions hereof shall be entitled to one vote and shall be subject to assessments and capital contributions which are equal in size to the assessments and capital contributions levied against Units already subject to the provisions hereof It is the intent of this Declaration that the assessments and capital contributions levied against all Units be of equal size except tbat Units which first become subject during a year shall be assessed only for a pro-rated share of the

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year's annual assessment and the unpaid portion of previously levied special assessments and capital contributions.

18.2 Annexation With Approval of Class up.." Membership.

Following the expiration of the right in Section 18.!, any land described on Exhibit "B", may be annexed to the provisions of this Declaration and the jurisdiction of the Association. Such annexation shall require the affirmative vote of a majority of the Class "A" Members present at a meeting duly called for such purposc and of the Developer, so long as Developer owns Property subject to this Declaration or which may become subject hereto in accordance with Section IS.! above.

18.3 Amendment. This Article XVIII shall not be amended without the prior v,ntten consent of Developer, so long as Developer owns any of the real property described in Exhibits "A" or "B" hereof

19 J Insurane<:.

ARTICLE XIX INSURANCE AND CASUALTY LOSSES

(a) Hgard and Flood Insurance. The Board shall have the authority to and shall obtain insurance for the Property and all improvements thereto against loss or damage by fire and such other hazards, including flood, as may be required under applicable requirements of Fannie Mae from time to time, as the Board may deem desirable, or as reasonably required by First Mortgagees, for the full insurable replacement cost of the Units. Anything herein to the cootrary notwithstanding, unless otherwise determined by the Board, the insurance obtained by the Board shall only cover restoration of a Unit to the condition the Unit wonld have been in if the Unit were decorated and finished with the floor, wall and ceiling coverings, decorating, fixtures and furnishings which were originally offered by the Declarant as part of the base purchase price for the Unit ("Standard Items") and shall not include any Improvements and Beuennents. For purposes hereof, "Improvements and Bettennents" are hereby defined to consist of and include any decorating, fixtures and furnishings installed or added to and located within the boundaries of the Unit, including, without limitation, electrical fixtures, appliances, air conditioning and heating equipment, water heaters or built-in cabinets, where such items were installed by, or at the request of, the Owner of the Unit in addition to, or as an upgrade from, the Standard Items; however, improvements and Bettennents shall not be deemed to include the replacement of a Standard Item which is of comparable quality to the Standard Item which was replaced. Premiums for such insurance shall be an annual assessment Such insurance coverage shall be written in the name of, losses under such policies shall be adjusted by, and the proceeds of such insurance shall be payable to, the Board as trustee for the Owners. All such policies of insurance (i) shall contain standard mortgage clause endorsements in favor of the First Mortgagees as their respective interests may appear, (ii) shall provide that the insurance, as to the interests of the Board, shall oot be invalidated by any act or neglect of any Ovmer, (iii) to the extent possible, shall provide that such policy shall not be cancelled or substantially modified

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(including cancellation for nonpayment of premium) without at least thirty (30) days' written notice to the First Mortgagee of each Unit, and (iv) shall contain waivers of sUbrogation with respect to the Association and its directors, officers, employees and agents (including the managing agent), Owners, occupants of the Unit, First Mortgagees, and the Developer and shall name all such parties as additional insured parties as their interests may appear.

(b) Insurance rruste~lUse (jfProeeeds. The Board may engage the services of any bank or trust company authorized to do trust business in South Carolina to act as trustee, agent or depository on behalf of the Board for the purpose of receiving and disbursing the insurance procceds resulting from any loss, upon such terms as the Board shall determine consistent with the provisions of this Declaration. The fees of such c{)rporate trustee shall be an annual assessment. In the event of any loss in excess of One Hundred lbousand and Noll 00 ($100,000.00) Dollars in the aggregate, the Board shall engage a corporate trustee as aforesaid. In the event of any loss resulting in the destruction of the major portion of one or more Units, the Board shall engage a corporate trustee as aforesaid upon the written demand of the First Mortgagee or any Owner of any Unit so destroyed. The rights of First Mortgagees under any standard mongage clause endorsement to such policies shall, notwithstanding anything to the contrary therein contained, at all times be to the repair or reconstruction of the Units. Payment by an insurance company to the Board or to such corporate trustee of the proceeds of any poli<.-'Y, and the receipt of a release from the Board of the company's liability under such policy, shall constitute a full discharge of such insurance company, and such company shall be under no obligation to inquire into the terms of any trust under which proceeds may be held pursuant hereto, or to take notice of any standard mortgage clause endorsement inconsistent with the provisions hereof, or see to the application of any payments of the proceeds of any policy by the Board or the corporate trustee.

(c) nwner's Responsibilitv. Unless expressly advised to the contrary by the Board, each Owner shall bave the obligation to obtain his own insurance on (i) the Improvements and Betterments within the O",ncr's Unit (as defined in Section 19.1 (a), (ii) his personal property stored in the Unit, (iii) any umbrella or excess casualty insurance coverage on a Unit such Owner determines is necessary to insure that sufficient casualty insurance proceeds will be available to reconstruct in accordance with (e) (i) below, and (iv) his personal liability to the extent not covered by the liability insurance for all of the Owners obtained as part of the annual assessment as above provided, and the Board shall have no obligation whatsoever to obtain any such insurance coverage on behalf of the Owners. Except as expressly determined by the Board, the Board shall not be responsible for obtaining insurance on Improvements and Betterments and shall not be obligated to apply any insurance proceeds from policies it is obligated to maintain hereunder to restore the affected Unit to a condition better than the condition existing prior to the making or installation of the Improvements and Betterments.

(d) Wl!iyer of Subrogation. The Association and each Owner hereby waive and release any and all claims which it or he may have against any other Owner, the Association, its directors and officers, the Declarant, the manager and the managing agent if any, and their respective employees and agents, for damage to the Unit or to any personal property located in a Unit caused by fire or other casualty, to the extent that such damage is covered by fire or other

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fonn of casualty insurance, and to the extent this release is allowed by policies for such fire or other casualty insurance.

( e) Rcpair or Reconstruction.

(i) In the case of damage by tirc or other disaster to any Unit (a "Damaged Improvement") where the insurance proceeds (including any proceeds of casualty insurance obtained by the Owner) are sufficient to repair or reconstruct the Damaged Improvement, then the proceeds shall be used by the Association to repair or reconstruct the Daroaged Improvement.

(ii) In the case of damage by fire or other disaster to any Unit or building which contains Units where the insurance proceeds are insufficient to repair or reconstruct the Daroaged Improvement or the Daroaged Improvement carmot be reconstructed as originally designed and built because of zoning, building, or other applicable laws, ordinances or regulations, the following procedure shall be followed:

(A) A meeting of the Owners shall be held not later than the first to occur of (i) the expiration of thirty (30) days after the final adjustment of the insurance claims, or (ii) the expiration of ninety (90) days after the occurrence which caused the damage.

(B) At the meeting, the Board shall present a plan for the repair or reconstruction of the Damaged Improvement and an estimate of the cost of repair or reconstruction, together with an estimate of the aroount thereof which must be raised by way of special assessment and a proposed schedule for the collection of a special assessment to pay the excess cost.

(C) A vote shall then be taken on the question of whether or not the Daroaged Improvement shall be repaired or reconstructed based on the information provided by the Board under (B) above, including the proposed special assessment. The Damaged Improvement shall be repaired or reccnstructed and the proposed special assessment shall be levied unless there is an affirmative vote not to repair or reconstruct of Voting Members representing at least seventy-five (75%) percent of the votes cast.

(D) If the Voting Members vote not to repair or reconstruct the Daroaged Improvement at the meeting provided for in (A) above, then the Board may, at its discretion, call another meeting or meetings of the Owners to reconsider the question of whether or not the Damaged Improvement shall be repaired or reconstructed.

(E) If at least seventy-five (75%) percent of the Voting Members vote not to repair or reconstruct the Damaged Improvement under (D) above, then the Board may, with the consent of Owner representing seventy-five (75%) percent of the Units in the damaged building and First Mortgagees representing seventy-five (75%) percent of the Units (by number) subject to Mortgages in the building, amend this Declaration to withdraw the building which includes the Damaged Improvement from the

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temlS hereof (except as provided below). The payment of just compensatioll, or the allocation of any insurance or other proceeds to any withdrawing or remaining Owner shall be made to such Owner and his First Mortgagee, as their interests may appear, on an equitable basis, determined by the Board. From and after the effective date of the amendment referred to above in this paragraph, the Owner of a Unit located in the building which is withdrawn shall have no responsibility for the payment of assessments which would have been payable with respect to the Unit if the amendment had not been recorded; provided, that, the Unit shall continue to be subject to the provisions of Section 3.1 and Article VIII hereof and upon issuance of an occupancy permit for a residential unit constructed on a Unit removed from the terms hereof as provided above, the Unit shall thereupon be sul<iect to the terms hereof and each Unit shall be defined by the boundaries of each dwelling unit as described herein.

(iii) If the Damaged Improvement is repaired or reconstructed, it shall be done in a workmanlike manner and the Damaged Improvement, as repaired or reconstructed, shall be substantially similar in design and construction to the improvements as they existed prior to the damage, with any variations or modifications required to comply with applicable law.

(f) The Board shall have the authority to, and shall obtain on behalf of the Association comprehensive public liability insurance, including liability for injuries to, and the death of persons and property damage in such limits as it shaH deem desirable, and workmen's compensation insurance and other liability insurance as it may deem desirable, insuring each Owner, the Association, its directors and officers, the Developer, the managing agent, if any, and their respective employees and agents, as their interests may appear, from liability resulting from an occurrence on or in connection with the Common Area and Areas of Common Responsibility, which include Unit Exteriors. The Board may, in its discretion, obtain any other insurance which it deems advisable including, without Iimitatioll, insurance covering the directors and officers from liability for good faith actions beyond the scope of their respective authorities. Such insurance coverage shall include cross liability claims of one or more insured parties.

(g) Fidelity bonds indemnifying the Associatioll, the Board, and the Owners for loss of funds resulting from fraudulent or dishonest acts of any employee of the Association or of any other person handling funds of the Association, may be obtained by the Association in such amounts as the Board may deem desirable.

(h) The premiums for any insurance obtained under this Article shall be included in the assessments as defined in Section 5.4.

(i) The public liability policy obtained by the Board shall have at least a One Million ($1,000,000.00) Dollar single person limit as respects bodily injury and property damage, a Three Million ($3,000,000.00) Dollar limit per occurrence, if reasonably available, and a Five Hundred Thousand ($500,000.00) Dollar minimum property damage limit.

G) Policies may contain a reasonable deductible, and, in the case of casualty insurance, the amount thereof shall be added to the face amount of the policy in determining

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whether the insurance at least equals the full replacement cost. The deductible shall be paid by the party who would be liable for the loss or repair in the absence of insurance and in the event of multiple parties shall be allocated in relation to the amount each party's loss bears to the totaL

(k) All insurance coverage obtained by the Board shall be written in the name of the Association as trustee for the respective benefited parties as identified herein. Such insurance shall be governed by tbe provisions hereinafter set fortb:

(i) All policies shall be written with a company licensed to do business in South Carolina which holds a Best's rating of A or better and is assigned a financial size category of XI or larger as established by AM. Best Company, Inc., if reasonably available, or, if not available, the most nearly equivalent rating.

(ii) All policies shall be for the benefit of the Association, its members, and their Mortgagees, as tbeir interests may appear.

(iii) Exclusive authority to adjust losses under policies obtained by the Association shall be vested in the Board; provided, however, no Mortgagee having an interest in such losses may be prohibited from participating in tbe settlement negotiations, if any, related thereto.

(iv) In no event shall the insurance coverage obtained and maintained by tbe Board be brought into contribution witb insurance purchased by individual Owners, occupants, or tbeir Mortgagees.

(v) All casualty insurance policies shall have an inflation guard eodorsement, if reasonably available, and an agreed amount endorsement witb an annual review by one or more qualified persons, at least one of whom must be in tbe real estate industry and familiar with construction in the Berkeley County, South Carolina area.

(vi) lae Board shall be required to make every reasonable effort to secure insurance policies that will provide for the following:

(A) A waiver of subrogation by the insurer as to any claims against the Association's Board, its manager, the Owners, and tbeir respective tenants, servants, ageots, and guests;

(B) A waiver by tbe insurer of its rights to repaIr and reconstruet, instead of paying cash;

(C) A statement that no policy may be canceled, invalidated, suspended, or subject to nonrenewal on account of anyone or more individual Owners;

(D) A statement tbat no policy may be canceled, invalidated, suspended, or subject to nonrenewal on account of the conduct of any director, officer, or employee of the Association or its duly autborized manager without prior demand in

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00004659 Vol: B359 P.: 122

writing delivered to the Association to cure the defect and the allowance of a reasonable time thereafter within which the defect may be eured by the Association, its manager, any Owner, or Mortgagee;

(E) That any "other insurance~ clause in any policy exclude individual O"ners' policies from consideration; and

(F) That the Association will be given at least thirty (30) days' prior written notice of any cancellation, substantial modification, or non-renewal.

(G) The amount of fidelity coverage shall be detennined in the directors' best business judgment but, if reasonably available, may not be less than three (3) months' assessments on all Units, plus reserves on hand. Bonds shall contain a waiver of all defenses based upon the exclusion of persons serving without compensation and shall require at least thirty-(30) days' prior written notice to the Association of any cancellation, substantial modification, or non-renewal.

19.2 Damage and Destruction.

(a) Immediately after damage or destruction by fire or other casualty to all or any part of any structure other than a Unit or Units covered by insurance written in the name of the Association, the Board or its duly authorized agent shall proceed with the filing, adjustment and negotiation of all claims arising under such insurance and obtain reliable and detailed estimates of the cost of repair or reconstruction of the damaged structures. Repair or reconstruction, as used in this paragraph, means repairing or restoring such structures to substantially the same condition in which they existed prior to the fire or other casualty, allowing for any changes or improvements necessitated by changes in applicable building codes.

(b) Any damage or destruction shall be repaired or reconstructed unless the Owners representing at least seventy-five (75%) percent of Owners shall decide within sixty (60) days after the casualty not to repair or reconstruct. If for any reason either the amount of the insurance proceeds to be paid as a result of such damage or destruction, or reliable and detailed estimates of the cost of repair or reconstruction, or both, are not made available to the Association \\'ithin said period, then the period shall be extended until such information shall be made available; provided, however, such extension shall not exceed sixty (60) additional days.

(e) In the event that it should be determined in the manner described above that the damage or destruction shall not be repaired or reconstructed and no alternative improvements are authorized, then and in that event the affected portion of the Property shall be restored to its natural state and maintained by the Association in a neat and attractive eondition.

19.3 Disbursement of Proceeds.

If the damage or destruction for which the proceeds of insurance policies are paid is to be repaired or reconstructed, the proceeds, or such portion thereof as may be required for such pwpose, shall be disbursed in payment of snch repairs or reconstruction as herein provided. Any

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00004659 Vol' 8357 P.> 123

proceeds remaining after defraying such costs of repair or reconstruction or, in the event the Owners proceed pursuant to Section 19.2(c) and decide not to rebuild, all proceeds shall be paid to the Association.

IN \VITNESS WHEREOF, the Developer has hereunto set its hand and seal this a~.p... day of 0 vkobQ(= , 2009.

STATE OF seeTI! CAROLINA Ott-I 0

COUNTY OF FK.kNt..U 1\1

EPCON MARRINGTON, LLC, a South Carolina Limited Liability Company

By: Epcon Communities Carolinas, LLC Its: Sole Member

BY:~ Edward A. Bacome

Its: Member

BY:(~W:« Philip G. Fankhauser

Its: Member

) ) )

SS

I.Anae.la S l0oke._~~. a Notary Public in and for said County, in the State aforesaid, d.~fttlreby certify that Edward A. Bacome, personally known to me as the Member of Epeon Communities Carolinas, LLC, the Sole Member of Epcon Marrington, LLC, and personally knOWll to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he signed and delivered the same instrument pursuant to authority given by said corporation as its free and voluntary act and as the free and voluntary act and deed of said corporation for the uses and purposes therein set forth,

GIVEN under my hand and seal this ;i,$1!A- day ofO""Jo""""b.~( ___ , 2009.

nm. ~~'----_ ~? for llootla Cawlioo ~<C> My commission expires: :;H~ ·;;I.OI~

- 38 -

STATE OF SOUTII CA ROUNA DH1 0

COUNTY OF Fri'ADQI tJ

) ) )

00004659 Vol' 8359 pg: 124

SS

I, ~"-la 5 WM..e... .. __ , a Notary Public in and for said County, in the State aforesaid, do ereby certIfy that Phihp G. Fankhauser, personally known to me as the Member of Epcon Communities Carolinas, LLC, the Sole Member of Epcon Marrington, LLC, and personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he signed and delivered the same instrument pursuant to authority given by said corporation as its free and voluntary act and as the free and voluntary act and deed of said corporation for the uses and purposes therein set forth.

GIVEN under my hand and seal this ~ day of ()..JrIo" r .... -' 2009.

My commission expires: Q1't,!; '.?lot,±,

fc:fiworddatalEpeon Marringtonll909.DecI. of CAivenants & Restrict 1 02209.original.doc)

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00004659 Vol: 8359 P.: 125

EXHIBIT "A"

THE "PROPERTY"

All those certain pieces, parcels or tracts of land, situate, lying and being in the City of Goose Creek, Berkeley County, South Carolina, identified as Lots I-A, I-B, 18-A, 18-B, 18-C, 18-

D, 47, and 48, Amenity Site (HOA), Common Access Easements, Open Space, Village Stone Circle Private R/W, on that certain plat prepared by Elliotte D, Quinn, III, of Thomas & Hutton Engineering Co. dated February 9, 2010, entitled "A Final Subdivision Plat of Marrington Villas at Cobblestone, Phase lA, Tract C-l, City of Goose Creek, Berkeley, County, South Carolina, Owned By & Prepared For: Epeon Marrington, LLC" recorded in the Register of Deeds' Office for Berkeley County on February 17, 2010 in Plat Book Nat Page 329-P, said parcels having such size, shape, dimensions, boundings and buttings as will

by reference to the Plat more fully appear and which is incolJlorated herein by reference and further described as follows:

Commencing at the intersection of State Road (U.S. Highway 176) and Cobblestone Village Drive; thence westerly along the northern right-of way of Cobblestone Village Drive a distance of 466 feet to a Old 3/4" Rebar. Said point being the true Point of Beginning. Said point being the point of curvature of a curve to the right, having a radius of 15.00 feet, a central angle of 90°0'0", and a chord length of 21.21 feet bearing S 50°35'01" W; thence proceed along the arc of said curve 23.56 feet to a Old 3/4~ Rebar; thence N 84°24'S9" W, a distance of 93.03 feet to a Old 3/4" Rebar; Said point being the point of curvature of a curve to the left, having a radius of 237.50 feet, a central angle of 34°27'36", and a chord length of 140.70 feet bearing S 78°21' 12" W; thence proceed along the arc of said curve 142.84 feet to a Old 3/4" Rebar; thence S 61°07'24" W, a distance of 32.77 feet to a Old 3/4" Rebar; Said point being the point of curvature of a curve to the right, having a radius of 33.00 feet, a central angle of 48°18'38", and a chord length of 27.01 teet bearing S 85°16'43" W; thence proceed along the arc of said curve 27.82 feet to a Old 3/4" Rebar; Said point being the point of curvature of a curve to the left, having a radius of 73.00 feet, a central angle of So II '4S",

and a chord length of 6.62 feet bearing N 73°09'51" W; thence proceed along the arc of said curve 6.62 feet to a Old 3/4" Rebar; Said point being the point of curvature of a curve to the right, having a radius of 87.00 feet, a central angle of 38°44'5", and a chord length of 57.70 feet bearing N 56"23'41" W; thence proceed along the arc of said curve 58.82 feet to a point; Said point being the point of curvature of a curve to the left, having a radius of 175.00 feet, a central angle of 2°39'52", and a chord length of 8.14 feet bearing N 38°21'34" W; thence proceed along the arc of said curve 8.14 feet to a New 3/4" Open Pipe with Cap; Said point being the point of curvature of a curve to the left, having a radius of 175.00 feet, a central angle of3°20'13", and a chord length of 10.19 feet bearing N 41 °21 '37" W; thence proceed along the arc of said curve 10.19 feet to a Old 3/4" Rebar; thence S 46"58'16" W, a distance

RfH!olded On-2010-Mar-12 As-46S9

00004659 Vol: &3S~ P.: 12b

of25.00 feet to a Mag Nail Set; thence S 46°58'16" W, a distance of 25.00 feet to a Old 3/4"

Rebar; Said point being the point of curvature of a curve to the right, having a radius of \25.00 feet, a central angle of 7°7'53", and a chord length of 15.55 feet bearing S 39°27'47" E; thence proceed along the arc of said curve 15.56 feet to a Old 3/4" Rebar; Said point being the point of curvature of a curve to the right, having a radius of 37.00 feet, a central angle of 62°17'46", and a chord length of 38.28 feet bearing S 4°44'58" E; thence proceed along the arc of said curve 40.23 feet to a Old 3/4" Rebar; Said point being the point of curvature of a curve to the left, having a radius of 73.00 feet, a central angle of 10°50'54", and a chord length of \3.80 feet bearing S 20°58'28" W; thence proceed along the arc of said curve 13.82 feet to a Old 3/4" Rebar; Said point being the point of curvature of a curve to the right, having a radius of 87.00 feet, a central angle of 45°34'23", and a chord length of 67.39 feet bearing S 38°20' 13" W; thence proceed along the arc of said curve 69.20 feet to a Old 3/4" Rebar; thence S 61 °07'24" W, a distance of 45.99 feet to a New 3/4" Open Pipe with Cap; thence N 28°52'36" W, a distance of 36.96 feet to a New 3/4" Open Pipe with Cap; thence N 28°52'36" W, a distance of 63.00 feet to a New 3/4" Open Pipe with Cap; thence N 28°52'36" W, a distance of 47.41 feet to a New 3/4" Open Pipe with Cap; Said point being the point of curvature of a curve to the left, having a radius of 61.00 feet, a central angle of 4°55'34", and a chord length of 5.24 feet bearing N 31 °20'23" W; thence proceed along the arc of said curve 5.24 feet to a New 3/4" Open Pipe with Cap; thence N 33°48'10" W, a distance of 14.00 feet to a ~ew 3/4" Open Pipe with Cap; thence S 58°30'27" W, a distance of 34.23 feet to a New 3/4" Open Pipe with Cap; thence N 28°52'36" W, a distance of25.00 feet to a Mag Nail Set; thence N 28°52'36" W, a distance of 25.00 feet to a New 3/4" Open Pipe with Cap; thence N 60°52'44" E, a distance of 2.77 feet to a New 3/4" Open Pipe with Cap; thence N 28°52'36" W, a distance of 67.26 feet to a New 3/4" Open Pipe with Cap; thence S 61 °07'24" W, a distance of 6.00 feet to a New 3/4" Open Pipe with Cap; thence N 28°52'36" W, a distance of 74.12 feet to a New 3/4" Open Pipe with Cap; thence N 37°48' 17" E, a distance of 60.64 feet to a New 3/4" Open Pipe with Cap; thence N 84°23'34" E, a distance of 99.48 feet to a New 3/4" Open Pipe with Cap; thence N 14°53'41" E, a distance of 49.00 feet to a New 3/4" Open Pipe with Cap; thence N 14°53'41" E, a distance of 48.00 feet to a New 3/4" Open Pipe with Cap; thence S 75°06'19" E, a distance of 67.03 feet to a New 3/4" Open Pipe with Cap; thence N 16°36'47" E, a distance of25.01 feet to a Mag Nail Set; thence N 16°36'47" E, a distance 0[25.08 feet to a New 3/4" Open Pipe with Cap; Said point being the point of curvature of a curve to the left, having a radius of 16.50 feet, a central angle of 84°46'24", and a chord length of 22.25 feet bearing N 57°16'59" E; thence proceed along the are of said curve 24.41 feet to a New 3/4" Open Pipe with Cap; thence N 14°53'41" E, a distance of 59.33 feet to a New 3/4" Open Pipe with Cap; Said point being the point of curvature of a curve to the left, having a radius of 75.00 feet, a central angle of 7°11 '28", and a chord length of 9.41 feet bearing N 11°17'57" E; thence proceed along the arc of said curve 9.41 feet to a New 3/4" Open Pipe with Cap; Said Point

Recorded On-2J)1Q-Mar~12 As4659

OOOO~659 Vol: 835V P.: 127

being the point of curvature of a curve to the right, having a radius of 375.00 feet, a central angle of 9°4'2", and a chord length of 59.28 feet bearing S 10°40'42" E; thence proceed along the arc of said curve 59.34 feet to a Mag Nail Set; Said point being the point of curvature of a curve to the right, having a radius of 375.00 feet, a central angle of 4°48'47", and a chord length of31.49 feet bearing S 3°44'18" E; lhence proceed along the arc of said curve 31.50 feet to a New 3/4" Open Pipe wilh Cap; lhence N 58°36'46" E, a distance of 21.61 feet to a New 3/4" Open Pipe with Cap; lhence N 58°36'46" E, a distance of 193.63 feet to a Old 3/4" Rebar; lhence S 31 °19'52" E, a distance of 39.37 fcct to a Old 3/4" Rebar; thence S 32°42'45" E, a distance of 339.92 feet to a Old 3/4" Rebar; Said point being the point of curvature of a curve to the right, having a radius of 75.00 feet, a central angle of 38°42'35", and a chord length of 49.71 feet bearing S 13°21'28" E; lhence proceed along lhe arc of said curve 50.67 feet to a Old 3/4" Rebar; lhence S 5°35'01" W, a distance of 33.42 feet to the Point of Beginning; Said tract or parcel ofland containing 4.68 acres more or less.

Portion ofTMS No. 222-00-00-142

Recorded On.2010-Mar_12 As-4659

OOOO~659 Vol: 8359 pg: 128

EXHmIT "B"

THE "ADDITIONAL LAND"

All that certain piece, parcel or tract of land, situate, lying and being in the City of Goose Creek, Berkeley County, South Carolina, identified as Tract C-l and Tract C-2 on that certain plat prepared by EUiotte D. Quinn, III, of Thomas & Hutton Engineering Co. dated July 9, 2008, entitled "A Plat of the Subdivision of Tract C to Create Tract C-l (12.29 Ac.) & Tract C-2 (8.78 Ac.), City of Goose Creek, Berkeley, County, South Carolina, Prepared for: Catalyst Development Co." recorded in the Register of Deeds' Office for Berkeley County in Plat Book M at Page 219-P, said parcel having such size, shape, dimensions, boundings and buttings as will by reference to the Plat more fully appear and which is incorporated herein by reference.

SAVING AND EXCEPTING All those certain pieces, parcels or tracts of land, situate, lying and being in the City of Goose Creek, Berkeley County, South Carolina, identified as Lots I-A, I-B, 18-A, 18-B, IS-C, 18-0,47, and 48, Amenity Site (HOA), Common Access Easements, Open Space, Village Stone Circle Private RJW, on that certain plat prepared by Elliotte D. Quinn, Ill, of Thomas & Hutton Engineering Co. dated February 9, 2010, entitled "A Final Subdivision Plat ofMarrington Villas at Cobblestone, Phase lA, Tract C­I, City of Goose Creek, Berkeley, County, South Carolina, Owned By & Prepared For: Epeon Marrington, LLC" recorded in the Register of Deeds' Office for Berkeley County on February 17, 20:0 in Plat Book N at Page 329-P, said parcels having such size, shape, dimensions, boundings and buttings as will by reference to the Plat more fully appear.

Said parcel containing 16.39 acres more or less.

Portion ofTMS No. 222-00-00-142 and 222-00-00~154

Recorded On-2D10-Mar-12 As-4659

0000+659 Vol' 8359 p~: 129

EXHIBIT "e"

ITIiIT TYPES

'-AE--~(-A-bo-re-ta-)--rI-;:C:-o-nt-a"'ins-a-;-ki7:·tc--;h:-e-n-,7.li:-Vl:-'n-g-r-o-o-m-,""d:;-iru-:'-ng-ro-o-m-, :-tw-o-;'"b-aths-;--,-tw-o-:-be-dro-:-o-m~s,

i and a garage, all at ground level. l BE (Bramante)

• C~ (Coionnade) !

; Contains a kitchen, living room, dining room, two baths, two bedrooms, and a garage, all at ground level.

Contains a kitchen, living room, dining room, two baths, two bedrooms, , a den, and a garage, all at ground level. '

~. ..~.--. ~.. ..~--. . •. -.------1 (Ducal) ; Contains a kitchen, living room, dining room, a hearth room, two baths, • DL

! two bedrooms, a den, and a garage, all at ground level. !

I pZ(lT) -l--;'(P~a-;laz-'Z-oC-) --Ji"'C::::o-n-ta-:-ins a kitchen, living room, diDing room, two baths, two bedrooms ' i and a garage, all at ground level; may also have either or both an optional I

POll) (Portico)

; sitting room or a 4-season enclosed porch. I Contains a kitchen, living room, dining room, two baths, two bedrooms, ; a den, and a garage, all at ground level; may also have an optional sitting room. .-'---' "'--'--'._'-

! PE") (Promenade) : Contains a kitchen, living room, dining room, two baths, two bedrooms,

I i a den, and a garage, all at ground level; may also contain an optional I sitting room.

UNIT PAR VALVES

r--! Type ; AE t:=-

~ ~----~

BE 1.00 _. __ . , ·_-c-PZ 1.05 CE 1.05 -'._.-I---'~'--' PO 1.10 DL 1.10 PE 1.10

(I) Developer currently anticipates that these unit types may be constructed; however, Developer makes no assurances I>,hatsoever that any of these Unit Types shall be constructed.

00004659 Vol' 8359 P., 130

EXHIBIT "D"

RULES OF ARBITRATION

The Rules of Arbitration are as set forth in the American Arbitration Association Rules and Procedure in effect at time of submission of the Claim to Arbitration.

Recorded On-Z01B-Mar-12 As-4659

Berkeley County Cynthia B. Forte

Register of Deeds 0000.659 \101, 83$9 P., S.

Recorded On: March 12, 2010

Moncks Corner 294616120

Instrument Number: 2010- 00004659 As

Restrictive Covenants

Parties: EPCON MARRINGTON LLC

To

MARRINGTON VILLAS AT COBBLESTONE

Recorded By: WARREN & SINKLER

Comment:

~ Examined and Charged as Follows: ..

Restrictive Covenants 52.00

Recording Charge: 52.00

- THIS PAGE IS PART OF THE INSTRUMENT-

Billable Pages:

Num Of Pages:

I hereby certify that the within and foregoing was recorded in the Clerk's Office For: Berkeley County. SC

File Information: Record and Return To:

Document Number: 2010-00004659 WARREN & SINKLER

Receipt Number: 268982 Recorded DatefTime: March 12, 2010 12:18:06P

Book-Vol/Pg Bk-R VI-8359 Pg-84

Cashier I Station: J Pearson I Cash Station 3

PO BOX 1254

CHARLESTON SC 29402

42

47

~:6!~ Cynthia B Forte - Regi.tar of Deeds

Recorded On ·2010-Mar-12 As-4659

OODO~59 VoL: 8359 Po: 85

MARRINGTON VILLAS AT COBBLESTONE

DECLARATION OF COVENANTS, CONDITIONS, EASEMENTS

AND RESTRICTIONS

Recorded On·:(010-.Mar.12 As-4559

MARRINGTON VILLAS AT COBBLESTONE DECLARA1l0N OF COVENANTS, CONDITIONS, EASEMENTS

AND RESTRICTIONS

THIS DECLARATION, made this 2.Bt/1 day of oJober ,2009 by Epeon Marrington, LLC, a South Carolina Limited Liability Company, (hereinafter, together with its successors and assigns, called "Developer").

WITNESSETH:

WHEREAS, Developer is the owner of the real property located in Berkeley County, South Carolina, described on Exhibit HA" attached hereto and made a part hereof (the "Property"); and

WHEREAS, Developer desires to develop a residential community comprised of fee simple attached and unattached villa residential dwelling units on such real property to be known as "Marrington Villas at Cobblestone"; and

WHEREAS, the Owners of all villa units within the Development shall be members of an Association and shall pay assessments levied pursuant to this Declaration; and

WHEREAS, Developer desire to subject the Property described on Exhibit "A" to the provisions of this Declaration and to thereafter from time tc time to subjcct portions of the real estate described on Exhibit "8" (the "Additional Land") to the provisions of this Declaration; and

WHEREAS, the Developer has deemed it desirable, for the efficient preservation, protection and enhancement of the values and amenities in the community and to provide for the maintenance and upkeep of the exterior of all residential units and the Conunon Area, to create an organization to which will be delegated and assigned the powers of owning, maintaining and administering the Common Area; maintaining the exterior of the residential units and all other improvements which are the responsibility of the Association; administering and enforcing the covenants, conditions, and restrictions herein; collecting and disbursing the assessments and charges hereinafter created; and performing all other activities as required or permitted hereunder.

NOW THEREFORE, Developer hereby declares that all of the Property described in Article II, Section 2.2 below, and such additions thereto as may be hereafter made pursuant to Article XVIII hereof, shall be held, sold and conveyed subject to the following easements, restrictions, covenants and conditions, which are for the purpose of protecting the value and desirability of, and which shall run with, the Properties and be binding on all parties having any right, title or interest in the Properties or any part thereof, their heirs, successors and assigns, and shall inure to the benefit of each Owner thereof.

-- .. --.--.~----

ReconJad OIl-201Q-Mar-12 As46~9

ARTICLE I DEFlNITIONS

000Q4659 Vol: 8359 P., 87

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

LI AssQciatiofl : MARRINGTON VILLAS AT COBBLESTONE ASSOCIATION, INC., a not-for-profit South Carolina corporation, its successors and assigns. For purposes of this Declaration, references to the Association or it~ Board of Dire<-"lors shall mean the Developer until such time as the Association is fonned.

1.2 Board: The Board of Directors ofthe Association.

1.3 Common Areas: AIL fixtures, real property and personal property owned by the Association for the common use and enjoyment of the Owners. Common Areas, with respect to the property subject to this Declaration, shall be shown on the various plats of Marrington recorded or to be recorded in the Office of the Register of Deeds of Berkeley County and designated thereon as "Common Areas", but shall exclude all Units as herein defined and all public streets shown thereon. "Common Area" shall include, but not be limited to, the (i) completed pennanent detention or retention pond{s); and (ii) all private streets shown on said plats as now recorded or shall be hereinafter recorded in the Office of the Register of Deeds of Berkeley County. The Common Area to be owned by the Association at the time of the conveyance of the first Unit is more particularly shown on the pJat(s) of the Properties to be recorded in the Office of the Register of Deeds of Berkeley County.

1.4 COmm9n_Facilities: All improvements and fixtures situated on the Common Areas and all personal property owned by the Association.

1.5 Developer: Epcon Marringtoil, LLC, a South Carolina Limited Liability Company, and its successors and assigns.

1.6 Eligible Mortgage Holder: A holder of a first mortgage on a Unit that has submitted a written request that the Association notify it on any proposed action that requires the consent of a specified percentage of eligible mortgage holders.

),7 First MQr!l?.agee: The holder of any recorded first mortgage lien on one or more Unit"

) ,8 Owner: The record ov.ner, whether one or more persons or entities and including the Developer where applicable, of the fee simple title to any Unit situated in the Development. Owner shall not mean or refer to a mortgagee unless and until such mortgagee has acquired title pursuant to foreclosure or any proceeding or transfer in lieu of foreelosure.

1.9 Property or Properties: The real estate legally described on Exhibit "A" attached hereto and made a part hereof and all portions of the real estate described on Exhibit ~B" hereafter subject to the provisions hereof.

-2-

Recorocd On-2010-Mar_12 As-465$

OOOO+6S~ Vol: 8359 P!' 88

lJ 0 TUl110ver Djite; The earlier of (a) four (4) months after seventy-five (75%) percent of the Units have been conveyed to Unit Purchasers, or (b) five (5) years after the first Unit is conveyed to a member.

1.11 ViIIJ!: A single family, attached or detached dwelling unit, including any garage.

1.12 Unit: The portion of a platted lot containing a Villa and the Villa located thereon shall be either detached or located in buildings containing two or more Villas with Party Walls separating the Villas. The term "Unit" does not include any platted lot designated as a Common Area.

Ll3 !)nit Exteriors: The roofs, doors, windows, foundations, footings, steps, outer surfaces of exterior walls, courtyards, gutters, drains and downspouts of Units plus fences between Units.

1.14 Additional Land: The real estate legally described on Exhibit "B" attached hereto and made a part hereof

1.15 Occupant: The persons who occupy a Unit.

1.16 Areas of Common Responsibility: The Unit Exteriors, which are to be maintained by the Association for the benefit of the O",ners and occupants, as well as sidewalks, driveways, exterior light fixtures and the landscaping throughout the Property including the improvements and landscaping located in the Common Areas. Areas of Common Responsibility include land and improvements owned by the Owners and not by the Association.

I. 17 Commercial Vehicle: Any motor vehicle, including cars/trucks over one (1) ton capacity, used primarily for commercial purposes, as determined by the Board.

ARTICLE II PROPERTY SUBJECT TO THL', DECLARATION

2.1 !'!!mgses. DeVeloper desires, by the imposition of the covenants, conditions, restrictions and easements hereinafter set forth, to create on the Property residential development for future Owners of Units for the following general purposes:

(a) To provide a harmonious community of Units for the benefit of the Property and the OV',C!1ers;

(b) To enhance and protect the values of the Development;

(c) To prevent the improper use of Units which may depreciate the value of the other Units in the Development;

(d) To ensure adequate and reasonable development ofthe Property; and

- 3 -

OOOO~659 Vol: 8359 P.: 39

(e) To provide for the maintenance of the Common Areas, the Common Facilities and Areas of Common Responsibility.

2.2 Declaration. The Property described in Exhibit "A" attached hereto, is hereby specifically declared to be subject to the provisions of this Declaration effective upon the recording of this Declaration and upon recording of this Declaration, the Property shall be held, transferred, sold, conveyed and occupied subject to this Declaration.

ARTICLE ill RESTRICTIONS

3.1 Changes to Unit Exteriors. No changes, alteration or additions may be made to Unit Exteriors or to the landscaping on any Unit without the prior review and approval of the Board, which may condition its consent and approval upon the Ov.'llcr's agreement, (a) to be solely responsi ble for the maintenance of such change, alterations or additions of or (b) to pay all additional costs incurred by the Association to maintain such changes, alteration or addition if part of the Unit Exterior. The foregoing agreements shall be binding upon future Ov.'llers of such Unit. The foregoing shall not apply to those changes, alterations or additions, which this Declaration already provides shall be maintained by the Association if, Board consent and approval is given for the ma1dng thereof In the event changes, alterations, or additions are made without the prior consent and approval of the Board, the Board may: (a) require the Ov.TIer to remove all changes, alterations and additions and restore the Unit Exterior or Unit to its original condition, or (b) cause the Unit Exterior or Unit to be restored to its original condition at the Owner's cost and expense, or (c) ratifY the actions taken subject to the Ov.TIer's compliance with any conditions that the Board may impose.

3.2 Us.\: of Easement Area~. Easements for installation and maintenance of the utilities, sewer pipelines and facilities and drainage facilities are reserved in the locations within the Property as shov.'ll on the recorded plates) of subdivision for the Property. Within these easements, no structure, planting or other materials shall be placed or permitted to remain whieh may damage or interfere with the installation and maintenance of utilities or which may change the direction in the flow of drainage channels in the easements, or which may obstruct or retard the flow of water through drainage channels in the easements. The easement areas and all improvements therein shall be maintained by the Association, except for those improvements for which a public authority, a private or public utility companies is responsible.

3.3 Satellite Dishes,i.l\ntennae. No antenna, radio receiver, satellite dish or similar apparatus shall be attached to or installed on any portion of the exterior of any Unit except in accordance with the rules and regulations of the Association a~ to location, size and method of installation.

3.4 Residential Use Onlv. Each Unit shall be used only as a single family residence; provided that no Owner shall be precluded, with respect to his Unit, from (i) maintaining a

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personal professional library, (ii) keeping his personal business records or accounts therein or (iii) handling his personal business or professional calls or correspondence therefrom.

3.5 Parking, No Commercial Vehicle, recreational vehicle, motorcycle or other motorized vehicle and no boat, trailer, hitch or other similar personal property shall at any time be parked or stored on any portion of the Property other than in a garage, Pursuant to rules and regulations adopted by the Board, driveways may be used on a non-recurring basis to park Commercial Vehicles, recreational vehicles, boats, trailers, or other similar vehicle for not more than twenty-four (24) hours at a time and to park operable automobiles.

3.6 Animals. Except as hereinafter provided, no animals, livestock or poultry of any kind shall be raised, bred or kept in any Unit or on the Common Areas, Notwithstanding the foregoing, household domestic pets, not bred or maintained for commercial purposes, may be maintained in a Unit, provided that: (i) the maintaining of animals shall be subject to such rules and regulations as the Board may from time to time promulgate, including, without limitation, the right to place limitations on the size, number and type of such pets, and the right to levy enforcement charges against Persons who do not clean up after their pets; and (ii) the right of an Occupant to maintain an animal in a Unit shall be subject to termination if the Board, in its full and complete discretion, determines that maintenance of the animal constitutes a nnisance or creates a detrimental effect on the Unit or other Units or occupants.

3,7 Fences, No perimeter fence or wall may be erected or installed within the Development. No pet enclosures may be erected or installed within the Development.

3.8 Landscaping. No Owner may add to or change the landscaping on the Property owned by such Owner without approval by the Board. Additional landscaping shall be maintained by the Association at such Owner's expense.

3.9 Signs; Commercial Devices. No sign, lUSlgma, display, device, or form of external evidence of commercial advertising or use, of any kind, shall be displayed to the public view on the Property or on anything on the Property, except: (0 on the Common Areas, signs regarding and regulating the use of the Colllll1on Areas, provided they are approved by the Board; (ii) on the interior side of the window of a Unit, one professionally prepared sign not in excess of nine square feet in size, advertising the Unit for sale or rent; and (iii) on the Common Areas and model Units, signs advertising the sale and/or rental of Units by Developer during the period of its sale and rental of Units shall be permitted, provided, if these limitations on use of signs, or any part thereof, are determined to be unlav,lUl, only the signs described in Subsection (i), above, shall be permitted after Developer's period of sales and rental of Units.

3.!O Sports Equipment. No basketball equipment may be installed on the Property without the prior written approval of the Board. Nothing herein shall be construed as permitting the use of portable basketball equipment within driveways. Swings and other play structures '.viII not be installed,

3,11 Clotheslines. The installation of clotheslines and clothes poles for the outdoor drying of clothes on the Property is prohibited.

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3.12 Fireanns. The discharge of firearms within the Property is prohibited. The tenn "fIrearms" includes "B-B" guns, pellet guns, and other firearms of all types, regardless of size.

3.13 Swimming Pools. The installation of swimming pools on the Property is prohibited. The foregoing does not apply to outdoor JacUZ7js and hot tubs located within patios and which are screened from view from neighboring Urnts and installed with the approval of the Board.

3.14 !:ltorage Sheds. No storage sheds of any kind or greenhouses and similar accessory buildings shall be installed on any Urnt.

3.15 Air Conditiornng Urnts. No wiodow air conditiornng units may be installed in any Urnt.

3.16 Holiday Lights. Except for seasonal holiday deeorative lights and outdoor holiday decorations, whlch may be displayed between the period beginrung December I and ending on January 10 of the next year, all additional exterior lights require Board approval.

3.17 Yard Improvements. All exterior sculpture, exterior fountains, and yard ornaments must be approved by the Board and maintained by the Association at the installing Owner's expense.

3.18 Gasoline. No on-site storage of gasoline, heating or other fuels shall be pennitted on any part of the Property except that up to five (5) gallons of fuel may be stored io each Unit for emergency purposes.

3.19 EJi:terior9f Unilj;. The exterior portions of Urnts whlch are visible from other Units and from the street shall be kept in a neat, orderly, and aesthetically pleasing condition at all times. No debris, trash, or waste from pets and other animals shall not be kept, stored, or allowed to accumulate thereon. The Association shall have the right to clean and remove debris, trash, pet and animal waste therefrom with the costs thereof charged the Owner.

3.20 Garbage. Garbage cans and other receptacles containing trash and other debris placed on the curb or outside for collection shall be returned to the interior Urnt within twenty­four (24) hours.

3.2 I Decks. No decks may be installed on the Property.

ARTICLE IV THE ASSOCIATION

4.1 Fonnation of Association. Developer shall fonn a South Carolina not-for-profit corporation to be known as "Marrington Villas at Cobblestone Association, Inc." whlch shall own the Common Areas and Common Facilities and which shall provide for maintenance and

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operation of the Common Areas, Common Facilities and Areas of Common Responsibility and which shall adopt guidelines, rules and regulations, for use and operation of Units, Common Areas, and Common Facilities which shall be binding on all Owners, Occupants and Units.

4.2 Directors and Officers.

(a) The Association shall have a Board of at least three (3) directors, who need not be members of the Association, who shall be elected by the members of the Association at such intervals as the Articles of Incorporation and By-Laws of the Association shall provide, except that the first Board and subsequent Boards (until the Turnover Date) shall be appointed by the Developer.

(b) The Association shall have such officers as shall be appropriate from time (0 time, which shall be elected by the Board and who shall manage and conduct the affairs of the Association under the direction of the Boord,

The directors and officers of the Association shall not be liable to the Owners or any others for any mistake of judgment or any acts or omissions made in good faith as such directors or officers.

4.3 TUfl1Q.ver. The Developer shall, through the Board appointed by it in accordance with Section 4.2, exercise control over all Association matters until the earlier of(a) the date Developer elects voluntarily to tum over to the members of the Association the authority to appoint the Board, or (b) the Turnover Date. Prior to the Turnover Date, the Developer shall have all of the rights and powers herein granted to the Association and shall be authorized and empowered to exercise all power and authority of the Board.

4.4 Membership. Every person or entity Voilo is an Owner in the Development shall be a member of the Association and said membership shall be appurtenant to said Unit, and each purchaser of any Unit by acceptance of a deed therefor covenants and agrees to be a member of the Association.

4.5 Mem~rship. Classes. The Association shall have two classes of voting membership:

(a) Class A. Class A members shall be all those Owners as defined in Section 4.4 ",ith the exception of the Developer. Class A members shall be entitled to one vote for each Unit in which they hold the interest required for membership by Section 4.4. When more than one person holds such interest in any Unit, all such persons shall constitute one member. The vote for such Unit shall be exercised by such persons as they among themselves determine, but in no event shall more than one vote be cast with respect to any Unit.

(b) Class B. The Class B member shall be the Developer. The Class B member shall be entitled to three (3) votes for each Unit in which it holds the interest required for membership by Section 4.4, provided that the Class B membership shall close and be

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converted to Class A membership on the Turnover Dale or at such earlier time at the option of the Developer.

4.6 Transfer of l\1.embership. Membership held by any Owner of a Unit is an appurtenance to such Unit and shall not be transferred, alienated, or pledged in any way, except upon the sale or encumbrance of such Unit, and then only to the purchaser of such Unit. Any attempt to make a transfer except by the sale or encumbrance of a Unit is void. Reference to the transfer of membership need not be made in an instrument of conveyance or encumbrance of such Unit for the transfer to be effective, and the same shall automatically pass with title to the Unit.

4.7 Powers and Dutiesof the Association. The Association, in addition to its other powers, rights and duties as set forth in this Declaration and in its Articles of Incorporation, By­Laws and any rules and regulations which the Association may promulgate as hereinafter provided, and as any ofthe same may be amended, have the power and duty to:

(a) Maintain, operate and manage all the Common Areas, Common Facilities, and Areas of Common Responsibility (whether such Common Areas or Common Facilities are dedicated to public bodies or not unless such public bodies expressly accept responsibility therefor). The Association may delegate one or more of such duties to one or more independent contractors including, without limitation, Developer and entities affiliated with Developer, or agents Or employees of the Association.

(b) Employ a manager or other persons and to contract with independent contractors or managing agents to perform all or any part of the duties and responsibilities of the Association.

(c) Pay all real estate taxes, personal property taxes or other charges which may be assessed against or levied upon the Common Areas and Common Facilities.

(d) Maintain, replace and manage all landscaping on the Property as part of the Area of Common Responsibility plus additional landscaping installed with Board approval by individual Owners. The foregoing includes the cutting of grass, the trimming of trees, the application of fertilizers and pesticides, and watering to the extent the Board elects to provide watering for the landscaping. The Board may elect to make O",ners responsible for watering the landscaping installed on their respective Units. Ibe Association shall have the right to obtain water from exterior water faucets installed on Units for watering perfOIUled by the Association. No Owner shall be entitled to reimbursement for water used by the Association.

(e) Maintain continually in effect, and to pay the premiums to maintain: fire and extended coverage insurance on the insurable portion of the Common Facilities, comprehensive public liability insurance covering all of the Common Area and Common Facilities, a fidelity bond or insurance policy covering all persons who are responsible for handling the funds of the Association and such other insurance as is required by this Declaration or as the Board shall deem to be necessary or desirable, all of which shall be in such amounts and with such companies as the Board shall determine; provided, however, that if and for so long as

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any First Mortgagee shall be the Federal National Mortgage Association, the Govermnent National Mortgage Association, the Federal Home Loan Mortgage Corporation or any other Federal, State or loeal agency or instrumentality including the Veterans Administration and Fannie Mae, then the insurance eoverage carried by the Association shall, at a minimwn, eomply with any applicable requirements of such association, corporation, agency and/or instrumentality.

(f) Maintain, repair and replace Areas of Common Responsibility, which include the Unit Exteriors, including painting portions of Unit Exteriors.

(g) Common Area Uses. The Common Areas shall be used in common by Owners and occupants and their agents, servants, customers, invitees and licensees, in accordance v.~th the purposes for which they are intended, reasonably suited and capable, and as may be required for the purposes of access, ingress to, egress from, use, occupancy and enjoyment of Units. Unless expressly provided otherwise herein, no Common Area shall be used for any purpose other than the health, safety, welfare, convenience, comfort, recreation or enj oyment of Owners and occupants.

(h) Rules and Regulations. In addition to adopting and enforcing rules and regulations in the instances specifically herein mentioned, the Board may, from time to time, pursuant to Section 4.1, adopt and enforce such further reasonable rules and regulations as it deems necessary or desirable to promote harmony, to serve the best interests of the Owners, as a whole, and the Association, and to protect and preserve the nature of the Villas and the Property, including, but not limited to, fines, the suspension of voting rights of an Owner, and amenity use sanctions against Ov.'1lers failing to pay assessments or violating this Declaration. A eopy of all rules and regulations shall be furnished by the Board to the Owners of each Unit prior to the time when the same shall become effective.

The extent and frequency of the activities of the Association in carrying out the duties of maintenance and management set forth above shall be decided by the Board, and the Board may also promulgate rules and regulations to aid in carrying out of said maintenance and management duties, and may amend said rules and regulations from time to tiroe.

4.8 Duties of Owners.

(a) Owners shall be responsible for maintenance, which includes periodic washing of windows, repairs and replacements of the windows, doors (including storm and garage doors) and screens on all Villas. Owners shall provide fIre and extended coverage plus comprehensi ve public liability insurance on their Units and shall provide the Association mth certificates evidencing that such coverages have been obtained. At the option of the Board, the Association may furnish the foregoing ~th the costs therefor charged to the Owners. Owners shall be responsible for all costs incurred for garbage collection and trash removal.

(b) If the Board deteIIDines that an Owner is failing to perform Unit maiotenance required to be performed by Owners, or is failing to keep the exterior portions of the Unit free and clear of debris, trash, and waste from pets and other animals to the extent that a Unir is not in good condition or repair or is in such appearance as to detrd.Ct from the appearance

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of other Units or is not in compliance with Development rules and regulations adopted by the Board or this Declaration, then the Board shall (i) advise the Owner of the work that needs to be done and allow the Owner at least twenty (20) days (or less if an emergency or if there is an accumulation of debris, trash, or waste from pets or other animals) to have the work done, or (ii) if not done or not done to the Board's satisfaetion, to seek injunctive relief, levy a fine, and/or cause the work to be done with the coats thereof to be paid by the Owner to the Association upon demand.

ARTlCI.EV COVENANT FOR MAINTENANCE ASSESSMENTS

5.J l:;reatiCln of the Lien and Personal Obligation of Assessments. Each Owner of any Unit by acceptance of a deed therefor, whether or not it shall be so expressed in 50ch deed, is deemed to covenant and agree to pay to the Association: (I) a prorated portion of armual assessments or charges on the basis of a par value allocation for each Unit type as described in this Declaration and (2) special assessments, such assessments to be established and collected as hereinafter provided. The armual and special assessments, together with interest, late charges, costs and reasonable attorney's fees, shall be a charge on the Units and shall be a cnntinuing lien upon the Units against which each such assessment is made. Each such assessment, together Vvith interest, late charges, costs and reasonable attorney's fees, shall also be the personal obligation of the person who was the Owner of such Unit at the time when the assessment fell due. The personal obligation for the delinquent assessments shall not pass to his or her successors in title unless expressly assomed by them. If the Association should be dissolved or crea'lC to exist, then in that event, every Owner of a Unit at the time of required maintenance shall be jointly and severally liable for any and all costs attendant thereto.

5.2 P!U]lOse of Assessments. The assessments levied by the Association shall be used exclusively to promote the recreation, health safety and welfare of the residents of the Property and in particular for: (I) the improvement, maintenance, repair and reconstruction of the Common Areas and Areas of Common Responsibility, including landscaping; (2) the maintenance, repair and reconstruction of (a) private water and/or sewer lines (and any meters or life stations associated theremth), (b) any pond (detention or retention), (c) any pool and clubhouse, (d) private streets, (e) street lights, driveways, walks and parking areas and such maintenance to include the cutting and removal of weeds and grass, the removal of trash and rubbish, or any other maintenance; (3) the use and enjoyment of the Common Area, including, but not limited to, the cost of repairs, replacements and additions; (4) the cnst of labor, equipment, materials, management and supervision; (5) the payment of taxes and public assessments assessed against the Common Area; (6) the procurement and maintenance of insurance in acc{)rdanee with this Declaration; (7) the employment of attorneys to represent the Association when necessary; (8) the provision of adequate reserves for the replacement of capital improvements, including, without limiting the generality of the foregoing, roofs, paving and any other major expense for which the Association is responsible; and (9) sueh other needs as may arise.

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5.3 Reserv~~. The Association shall establish and maintain an adequate reserve fund for the periodic maintenance, repair and replacement of improvements to the Common Areas and Areas of Common Responsibility and those other portions of the Properties, which the Association may be obligated to maintain, and for unusual and unforeseen expenses of the Association. Such reserve fund is to be established, insofar as is practicable, out of annual assessments for common expense. Further, the reserve fund may be applied to operational deficits provided adequate reserves are maintained.

5.4 Maximum Annual Assessment. Until January 1 of the year immediately following the conveyance of the first Unit to an Owner, the maximllll1 annual assessment shall be Two Hundred Fifty and XXJIOO ($250.00) Dollars per Unit (except that pursuant to Section 5.7 of this Article, the maximum annual assessment for Units owned by Developer which are not occupied as a residence shall be Sixty-Two and 50/100 ($62.50) Dollars per Unit).

(a) From and after January 1 of the year immediately following the conveyance of the first Unit to an Owner, the maximum annual assessment may be increased by the Board effective January 1 of each year without a vote of membership, but subject to the limitation that any such increase shall not exceed the greater of twenty (20%) percent or the percentage increase in the Consumer Price Index (published by the Department of Labor, Washington, D.C.) for all cities over preceding twelve (12) month period which ended on the previous October I.

(b) From and after January I of the year immediately following the conveyance of the first Unit to an Owner, or until increased as provided for in (b) or (c) below, whichever last occurs, the maximum annual assessment may be increased above the increase permitted in this Section 5,4 above by a vote of two-thirds (213rds) of each class of members who are voting in person or by proxy, at a meeting duly called for this purpose.

(c) The Board may fix the monthly assessment at an amount which shall not exceed one twelfth (1112"') of the maximum annual assessment.

5.5 S[)ecial Assessments. In addition to the annual assessments authorized above, the Association may levy in any assessment year a special assessment applicable to that year for the purpose of supplying adequate reserve funds for the reptacement of capital improvements; for defraying, in whole or in part, the cost of any construction, reconstruction, repair, or replacement of a capital improvement upon the Common Area or Area of Common Responsibility, or upon a Unit, and in connection with exterior maintenance, including fixtures and personal property related :hereto; for insurance costs of the Association; or for unusual, unforeseen and nonreoccuring expenses of the Association, provided that any such assessment shall have the assent of the Board.

5.6 Notice and QUOI1ll1l for any Action Authorized Under Section 5,4. Written notice of any meeting called for the purpose of taking any action authorized under Section 5.4 shall be sent to all members no less than thirty (30) days nor more than sixty (60) days in advance of the meeting. At the first such meeting called, the presence of members or of proxies entitled to cast fifty (50%) percent of all the votes of each class of membership shall constitute a quorum. If the

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required quorum is not present, another meeting may be called subject to the same notice requirement, and the required quorum at the subsequent meeting shall be one-half (1/2) of the required quorum a the preceding meeting. No such subsequent meeting shall be held more than sixty (60) days following the proceeding meeting.

5.7 Rate of Assessment. Both annual and special assessments shall, except as herein otherwise specifically provided, be fixed at a rate for all Units based on the relative assigned par value for each Unit type set forth on Exhibit "C" ("Unit Type"). These par values have been assigned by Developer on the basis of various factors, including average fair market values, replacement costs, relative sizes, and simplicity. Annual assessments shall be colleeted on a monthly basis. Provided, however, that the assessment for Units owned by Developer which are not occupied as a residence, shall at all times be twenty-five (25%) percent of the assessments for other Units. Each Unit shall be assigned a Unit Type when first conveyed by the Developer. Each Unit annexed by the Developer pursuant to Section 18.1 of this Declaration shall be ofa type as set forth in Exhibit "C" to this Declaration, provided, however, Developer shall have the right to add different Unit Types by an amendment to Exhibit "c" to this Declaration, and par values shall be assigned to such additional Unit Types by the Developer on the same basis as set forth in this Section 5.7. The relative assigned par values for Units referred to in this Section 5.7 shall have no effect on the voting rights of the Owners of Units as set forth in Section 4.5 of this Declaration.

5.8 Date of Commencement of Annual Assessme.nts: Due Dates. The development may consist of up to one hundred four (104) proposed Units, which may be added to this Declaration in phases. The annual assessments provided for herein shall commence as to each huilding on the day of the month on which the first Unit in such building is conveyed by Developer, to a non-related entity for occupancy, except Developer shall have the following option: (i) Developer shall commence paying twenty-five (25%) percent of the regular assessments for all Units it owns upon such conveyance or (ii) Developer may elect not to pay any assessments whatsoever provided it funds any deficiency in the operational budget of the Association until it commences payment of the assessments in (i) above. Such annual assessments shall be paid ratably on a monthly basis. The Board shall fix the amount of the annual assessment against each Unit at least thirty (30) days in advance of each annual assessment period. Written notice of the annual assessment shall be sent to every Owner subject thereto. The due dates shall be established by the Board. The Association shall, upon demand, and for a reasonable charge, furnish a certificate signed by an officer of the Association setting forth whether the assessments on a specified Unit have been paid. Non-related entity means an entity, which is not ov;'lled, managed, or operated by any common individuals.

5.9 Effect of Nonpayment of~sments; Remedies of the Association. A late charge of Twenty-Five and No/ I 00 ($25.00) Dollars shall be added to any assessment not paid within fifteen (15) days after the due date, together with interest from the due date at eight (8%) percent per annum. The Association may bring an action at law against the Owner personally obligated to pay the same or foreclose the lien against the property, and in either event: interest, costs and reasonable attorney's fees of any such action shall be added to the assessment. No O"''11er may waive or otherwise escape liability for the assessments provided for herein by non­LL~e of the Common Area or abandonment of his or her Unit.

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5.1 0 Subordination of the Liento Mortgage~and Ad ValQrem Taxes. The lien of the assessments provided for herein shall be subordinate to the lien of any fIrst mortgage and ad valorem taxes. Sale or transfer of any Unit shall not affect the assessment lien. However, the sale or transfer of any Unit pursuant to mortgage or tax foreclosure or any proceeding in lieu thereof shall extinguish the lien of such assessments as to payments, which became due prior to such sale or transfer. No such sale or transfer shall relieve such Unit from liability for any assessments thereafter becoming due or from the lien thereof

5.11 Working Capital Fund. At the time of closing of the initial sale of each Unit, a sum equal to Five Hundred and Noll 00 ($500.00) Dollars for each Unit shall be collected and transferred to the Association for use as working capital. The purpose of said fund is to insure that the Association will have adequate cash available to satisfy expenses, and to acquire additional equipment or services deemed necessary or desirable. Amounts paid shall not be considered advance payment of monthly installments of annual assessments.

5.12 Default By Association. Upon default by the Association in the payment to the jurisdiction entitled thereto of any assessments for public improvements or ad valorem taxes levied against the Common Areas, which default shall continue for a period of six (6) months, each O"ner of a Unit shall become personally obligated to pay the jurisdiction a portion of the taxes or assessments in an amount determined by dividing the total taxes and/or assessments due to the jurisdiction by the total number of Units in the Properties. If the sum is not paid by the Owner within thirty (30) days following receipt of notice of the amount due, the sum shall become a continuing lien on the property of the Owner, his or her heirs, devisees, personal representatives and assigns. The taxing or assessing jurisdiction may either bring an action at law against the Owner personally obligated to pay the same, or may elect to foreclose the lien against the property of the Owner.

ARTICLE VI EXTERIOR MAINTENANCE AND PARTY WALLS

6.1 In addition to maintenance of the Common Area, the Association shall provide exterior maintenance upon the Areas of Common Responsibility of each Unit as follows: paint and/or stain the exterior of the Unit; repair, replace and care for roofs, gutters, downspouts, exterior building surfaces, trees, shrubs (excluding those planted by an Owner), grass, walks, mailboxes, fences installed by Developer or the Association, exterior post lights, and other exterior improvements. Such exterior maintenance shall not include glass surfaces. Further, the Owner of any Unit may, at his or her election, plant flowers in beds established by Developer in developing the Unit provided that such maintenance by the Owner does not hinder the Association in perfonning its maintenance of the exterior of the residential unit and the remaining yard spaces. No Maintenance by an Owner shal.l reduce the assessment payable by him or her to the Association. The Owner shall not plant any vegetation in the front yard except with the prior written approval of the Association.

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(As a matter of infonnation to future members of the Association, the Developer desires to make it knov,n that due to differing amounts of exposure to the elements and other factors, some Units may reqnire more maintenance than others and that it is in the best interest of the entire Association that all Units be properly maintained and that the Association shall be required to provide such maiotenance provided for herein and make a unifonn charge without regard to the actual cost of maintenance of each Unit.)

In the event that the need for maintenance or repair is caused through the willful or negligent act of the Owner, his or her family, or guests, or invitees, the cost of such maintenance or repairs shall be added to and become a part of the assessment to which such Unit is subject, which is not subject to any maximum. The Association is hereby granted an easement right of access to go upon any Unit fur perfonnance of repairs or maintenance, the responsibility of which is the Association's hereunder.

Subject to the provisions of this Declaration as expressly set forth in the obligations of the Association, all maintenance, repair, or replacement of the Unit and all structures, and other improvements located within the Unit shall be the sole responsibility of the OV.'11er thereof who shall perform such maiotenance in a manner consistent with the community and the applicable provisions ofthis Declaration.

6.2 P;y1y Walls.

(a) General Rules of Law to Apply. Each wall which is built as a part of the original con&1:rUction of the residential units upon the Properties and placed on the dividing line between the Units shall constitute a party wall, and, to the extent not inconsistent with the provisions of this Article, the general rules oflaw regarding party walls and liability for property damage due to negligence or vvillful acts Or omissions shall apply thereto. No alterations may be made to any party wall other than alterations to the interior surfaces.

(b) Sharing of Repair and M.aintenance. The cost of reasonable repair and maintenance of a party wall shall be shared by the Owners who make use of the wall in proportion to such usc.

(c) Destruction by Fire or Other Casual)):. If a party wall is destroyed by fire or other easualty, any Owner who has used the wall may restore it, and if the other Owners thereafter make use of the wall, they shall contribute to the cost of restoration thereof in proportion to such use without prejudice, hov.'Cver, to the right of any such Owners to call for a larger contribution from the others under any rule of law regarding liability for negligent or willful acts or omissions.

(d) Weathernroofing. Notwithstanding any other provision of this Article, an Owner who by his or her negligent or willful act causes the party wall to be exposed to the elements shall bear the whole cost of furnishing the necessary protection agaiost such elements.

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(e) Right to Contribution Runs With Lang. The right of any Owner to contribution from any other Owner under this Article shall be appurtenant to the land and shall pass to such Owner's successors in title.

(f) Arbitration. In the event of any dispute arising concerning a party wall or ur,der the provisions of this Article, the matter shall be submitted to the Board and the decision of the Board shall be final and binding.

ARTICLE VII USE A.~D RIGHTS IN COMMON AREAS AND EASEMENTS

7.1 LSC and Rights of Qwners and the Association. Except as the right may be suspended under Article V hereof for non-payment of delinquent assessments, or for failure to abide by the Association's rules for use, each Owner, at the time he becomes an Ov-ner and for so long as he is an Owner, is hereby granted a non-exclusive right of easement for ingress and egress over and across, and use of, enjoyment in and access to all of the Common Areas and/or Common Facilities subject to the rules and regulations of the Association as promulgated from time to time and subject to the right of the Association or its designee(s) for use of the Common Areas and/or Common Facilities and subject to restrictions and limitations On use imposed by the Association. Such easements shall be deemed to be appurtenant to such Owner's Unit, shall run with the land and shall pass with the title to such Unit. Any conveyance, encumbrance, judicial sale, or other transfer (voluntary or involuntary) of an individual interest in the Common Areas "'ill be void unless said Owner (excluding the Developer) receives the consent of at least two­thirds (213rds) of the Owners.

If construction, reconstnlction, repair, shifting, settlement, or other movement of any portion of improvement'l results either in the Common Areas encroaching on any Unit or in a Lillt encroaching on a Common Area or another Unit, an easement is hereby granted for both the encroachment and its mainrenance for the period during which the encroachment exists. There shall be no absolute liability imposed on an Owner for damage to the Common Areas or other Units. An Owner shall be liable for any damage caused by that Owner to the Common Areas Of

another Lillt in accordance with South Carolina law. The Association shall have the right to grant permits, licenses, or easements over or dedicate all or portions of the Common Areas owned by the Association andlor Common Facilities to any public body, agency, authority or utility for utilities, roads and other purposes necessary for the proper operation of the Development, provided that each Owner shall continue to have ingress and egress to his Unit; and further provided that no such dedication shall be effective unless an instrument signed by Owners entitled to cast two-thirds (2J3rds) of the votes of each class of voting membership has been recorded, agreeing to such dedication and unless written notice of the proposed dedieation is mailed or hand delivered to every Owner and First Mortgagee at least ninety (90) days in advance of any action taken. Any Owner may delegate in accordance with the By-laws of the Association, his right of enjoyment to the Common Areas to the members of his family, his tenants or contract purchasers who reside on such Unit

7.2 Utility Easements. The Common Areas owned by the Association, and the

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Developer's conveyance thereof to the Association, shall he subject to utility casements granted or to be granted for sewer, water, drainage, cable television, gas, electricity, telephone and any other necessary utilities. If such utilities are not installed, or easements therefore are not granted or reserved prior to the conveyance of the Common Areas, such easements shall be granted later by the Association at the request of the Developer. As a part of its program of development of the Development into a residential community and to encourage the marketing thereof, the Developer shall have the right to use the Common Areas and Common Facilities thereon, ",ithout charge during the sales and construction period for the Property.

7.3 Use and Rights of public Authorities. The duly designated officials, employees and contractors of governmental bodies having jurisdiction over the Development, shall have an easement to enter upon on, and over the Common Areas in the Development for the purpose of providing police and fire protection and enforcing the applicable laws, ordinances, rules and regulations of the said governmental bodies. The Developer and the Association shall hold police and governmental personnel harmless from civil or criminal actious arising through a charge of trespass for entering on the Common Areas in performance of their duties.

7.4 Condemnation. Destruction and Liquidation. In the event of condemnation or destruction of any Common Areas or Common Facilities, and in the event of liquidation or termination of the Association, all losses, awards or proceeds resulting therefrom shall be shared equally by the Owners. The Association is hereby designated to represent the members thereof in any proceedings, negotiations, settlements or agreements regarding the same, and each member, by acceptance of a deed for a Unit appoints the Association as its attorney-in-fact for the foregoing purposes. Any proceeds from a settlement shall be payable to the Association for the benefit of the members and their mortgage holders,

7.5 ~of Access in Favor of the Association. Each Owner shall afford to the Association, to the Managing Agent (if any) and to any other person authorized by any of the foregoing a right of access to all portions of the Property owned by such Owner for the purposes of furnishing the services required to he furnished hereunder or enforcing its rights and powers hereunder, which include, without limitation:

(a) Making inspections of, or removing violatious noted or issued by any governmental authority against, the Unit or Area of Common Responsibility;

(b) Curing defaults hereunder, or violations of the Rules and Regulations, committed by such Owner;

(c) Correcting any conditions originating in or on a Unit whieh threaten another Unit or any portion of the Area of Common Responsibility;

(d) Installing, operating. maintaining, repairing, altering, rebuilding, restoring and/or replacing Unit Exteriors and improvements within the Area of Common Responsibility;

(e) Association; and

Performing the duties and obligations herein imposed upon the

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Cf) Exercising the rights herein granted to the Association, including the right to use water drawn from the exterior water faucets located on Units without making reimbursement to the Owners.

7.6 Exercise of Any Rights of Access. The rights of access granted in Section 7.5 above shall be exercised in such a manner as shall not unreasonably interfere with the use of the respecti ve Units by the Owners thereof Except for an entry to obtain water from the exterior faucet, entry shall be permitted on not less than three (3) days prior notice to the Owner in question, except that no such notice shall be necessary in the event of Unit Exterior repairs or replacements that shall be immediately necessary or required for the preservation or safety of the Units or any part thereof, for the safety of the occupants, or to avoid the suspension of any necessary service at the Property or any part thereof. In connection with any such entry, the Association shall repair, or cause to be repaired, any resulting damage to the Unit, restoring it to substantially the condition that it was in prior to the exercise of the right of entry.

ARTICLE VIII EASEMENTS

All of the Properties, including Units and Common Areas, shall be snbject to such easements for driveways, walkways, parking areas, water lines, sanitary sewers, storm drainage facilities, gas lines, telephone and electric power line and other public utilities as shall be established by the Developer or by its predecessors in title; further, the Association shall have the power and authority to grant and establish upon, over, under and across the Common Areas conveyed to it, such further easements as are requisite for the convenient use and enjoyment of the Properties. In addition, there is hereby reserved in the Developer and its agents and employees an easement and right in ingress, egress and regress across all Common Areas, nor or hereafter owned by the Association, for the purpose of construction of improvements within the Properties, including the right of temporary storage of construction materials on said Common Areas.

So long as Developer owns any property described on Exhibit "A", Developer reserves blanket easements and the right to grant such specific easements over all the Property, including Units and Common Areas, as may be necessary in conjunction with the orderly development of the property descrihed on Exhibit "A" or any adjacent property (including without limitation the planning, construction, marketing, leasing, management and maintenance of improvements) for use, enjoyment, access, construction and maintenance of public or private utilities and storm drainage (whether subsurface or surface). No such easements may be located within the area beneath any building located thereon.

All Units shall be subject to easements for the encroachment of initial improvements constructed on adjacent Units by the Developer to the extent that such initial improvements actually encroach including, but not limited to, such items as overhanging eaves and walls.

Developer reserves access easements over all Units for construction, either for that Unit

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or any adjacent property and easements for the installation of public or private utilities and storm drainage (whethcr subsurface or surface).

There are reserved cross-easements in favor of Owners of Units that comprise a building for access to and from each other Unit comprising the building and the Common Area adjacent to the Units comprising the building, including, but not limited to, the transportation of roll-out garbage containers; however, this does not include access to approved decks, patios, or areas with approved fences.

ARTICLE IX DEVELOPER'S RIGHTS

The right is reserved by Developer, or its agents, to place and maintain on the Property all model homes, sales offices, advertising signs and banners and lighting in connection therewith and other promotional facilities at such locations and in such forms as shall be determined by Developer. There is also reserved unto Developer, its agents and prospective purchasers and tenants, the right of ingress, egress and transient parking in and through the Property for such sales purposes, Developer also reserves the right to maintain on the Property without charge (a) a general construction office for Developer's contractors and (b) appropriate parking facilities for the employees of Developer's agents and contractors. Notwithstanding any other provision to the contrary, no annual or special assessment shall be due for any models of the Developer. Notwithstanding any provision herein to the contrary, the rights and easements created undcr this Declaration are subject to the right of Developer to execute all documents and do all other acts and things affecting the Properties, which in the Developer's opinion, are required to implement any right of Developer set forth in this Declaration (including the making of any dedications or conveyances to public use) provided any such document or act is not inconsi~1;ent with the then existing property rights of any Owner.

In any event and notwithstanding any provision in this Declaration to the contrary, Developer reserves the right and power, and each Owner by acceptance of a deed to a Unit is deemed to and does give and grant to Developer a power of attorney, which right and power is coupled with an interest and runs with the title to a Unit and is irrevocable (except by Developer), without the consent, approval or signature of each Owner, to (1) amend the Declaration and all attachments, to the extent necessary to conform to the reqnirements then governing the purchases or insurance of mortgages by The Mortgage Corporation, Federal National Mortgages Association, Governmental National Mortgages Association, Federal Home Loan Mortgage Corporation, Mortgage Guaranty Insurance Corporation, Department of Honsing and Urban Development, the Federal Housing Administration, the Veterans Administration, or any other similar agency or organization, (li) induce any such agencies or entities to make, purchase, sell insure or guarantee first mortgages covering Unit ovmersmp, (iii) to correct typographical errors, surveyor errors in descriptions or otherwise, or obvious factual errors or omissions, the correction of which would not impair the interest of any Owner or mortgagee, (iv) bring this Declaration into compliance with all applicable laws, (v) to amend any Exhibits, or (vi) to exercise any Developer rights or development rights; and further provided that if there is an Owner other than the Developer, the Declaration shall not be amended to increase the scope

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or the period of control of the Developer. F.ach deed, mortgage, other evidence of obligation, or other instrument affecting a Unit and the acceptance thereof shall be deemed to be a grant and acknowledgement of, and consent to the reservation of, the power of Developer to vote in favor of, make execute and record any of the foregoing amendments. The rights of Developer 1lllder this Section shall tenninate at such time as Developer no longer holds or controls title to a Unit and the right of Developer to add the Additional Land has expired.

ARTICLE X DISPUTE RESOLUTIONS AND LIMITATIONS ON LITIGATION

10.1 Agreement to Avoid Costs of Litigation and to Limit Rights to Litigate Disputes. The Association, Developer, all persons subject to this Declaration, and any person not otherwise subject to this Declaration who agrees to submit to this Article (collectively, "Bo1llld Parties") agree to encourage the amicable resolution of disputes involving the Properties in order to avoid the emotional and financial costs of litigation. Accordingly, each Bound Party covenants and agrees that all claims, grievances or disputes between such B01llld Party and any other B01llld Party involving the Properties including, without limitation, claims, grievances, or disputes arising out of or relating to the interpretation, application, or enforcement of this Declaration, the By-Laws, the Association rules, or the Articles (collectively, "Claim"), except for those Claims authorized in Section 10.2, shall be resolved using the procedures set forth in Section 10.3 in lieu of filing suit in any court or initiating proceedings before any administrative tribunal seeking redress or resolution of such Claim.

102 Exempt Claims, The following Claims ("Exempt Claims") shall be exempt from the provisions of Section 103:

(a) Any suit by the Association against any Bound Party to enforce the provisions of Article V (Covenant for Maintenance Assessments);

(b) Any suit by the Association to obtain a temporary restraining order (or equivalent emergency equitable relief) and suelt other ancillary relief as the court may deem necessary ill order to maintain the status quo and preserve the Association's ability to enforce the provisions of this DecIaration;

(c) Any suit between Owners (other than Developer) seeking redress on the basis of a Claim which would constitute a cause of action under federal law or the laws of the State of South Carolina in the absence of a claim based on the Declaration, By-Laws, Articles or rules of the Association, if the am01lllt in controversy exceeds Five Thousand and :'\01100 ($5,000,00) Dollars;

(d) Any suit arising out of any written contract between Owners, or between the Developer and any builder, which would constitute a cause of action under the laws of the State of South Carolina in the absence of the Declaration, By-Laws and Articles of the Association; and

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(e) Any suit in which all parties are not BOillld Parties.

Any BOillld Party having an Exempt Claim may submit it to the alternative dispute resolution procedures set forth in Section 10.3, but there shall be no obligation to do so. The submission of an Exempt Claim involving the Association to the alternative dispute resolution procedures of Section 10.3 shall require the approval of the Association.

10.3 MandatoryhQccdures for All Other Claims. All claims other than Exempt Claims shall be resolved using the following procedures:

(a) Notice. Any BOillld Party haviog a claim ("Claimant") agaiost any other Bound Party ("Respondent"), other than an Exempt Claim, shall notify each Respondent in writing of the Claim (the "Notice"), stating plainly and concisely:

(i) 1ne nature of the Claim, including date, time, loeation, persons involved and respondent's role in Claim;

(ii) The basis of the Claim ("Claimant") (i.e., the provisions of this Declaration, the By-Laws, the Articles or rules or other authority out of which the claim arises);

(iii) What Claimant wants Respondent to do or not to do to resolve the Claim; and

(iv) The Claimant wishes to resolve the Claim by mutual agreement with Respondent and is willing to meet in peroon with Respondent at a mutually agreeable time and place to discuss in good faith ways to resolve the Claim.

(b) Negotiation.

(i) Each Claimant and Respondent (the "Parties") shall make every reasonable effort to meet in peroon and confer for the purpose of resolving the Claim by good negotiation.

(ii) Upon receipt of a written request from any Party, accompanied by a copy of the Notice, the Board may appoiot a representative to assist the Parties io resolving the dispute by negotiation, if in its discretion it believes its efforts will be beneficial to the Parties and to the welfare of the community.

(c) Mediation.

(i) If the Parties do not resolve the Claim through negotiation within thirty (30) days of tbe date of the Notice (or within such other period as may be agreed upon by the Parties) ("Termination of Negotiations"), Claimant sball have thirty (30) additional days within which to submit the Claim to mediation under the auspices of any

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dispute resolution center or other such independent agency providing similar services in the same geographical area upon which the Parties may mutually agree.

(ii) If Claimant does not submit the Claim to mediation within thirty (30) days after Tennination of Negotiations, Claimant shall be deemed to have v.aived the Claim, and Respondent shall he released and discharged from any and all liability to Claimant on account of such claim; provided, nothing herein shall release or discharge Respondent from any liability to persons not a Party to the foregoing proceedings.

(iii) If the Parties do not settle the Claim within thirty (30) days after submission of the matter to the mediation process, or within such time as determined reasonable or appropriate by the mediator, the mediator shall issue a notice of termination of the mediation proceedings ("Tennination of Mediation"). The Tennination of Mediation notice shall set forth when and where the Parties met, that the Parties are at an impasse, and the date that mediation was terminated.

(iv) Each Party shall, within five (5) days of the Termination of Mediation, make a written offer of settlement in an effort to resolve the Claim. The Claimant shall make a final written settlement demand ("Settlement Demand") to the Respondent. The Respondent shall make a formal written settlement offer ("Settlement Offer") to the Claimant. If the Claimant fails to make a Settlement Demand, Claimant's original Notice shall constitute the Settlement Demand. If the Respondent fails to make a Settlement Offer, Respondent shall be deemed to have made a "zero" or "take nothing" Settlement Offer.

(d) Final and Binding Arbitration.

(i) If the Parties do not agree in writing to accept either the Settlement Demand, the Settlement Offer, or otherwise resolve the Claim within fifteen (15) days of the Termination of Mediation, the Claimant shall have fifteen (I5) additional days to submit the Claim to arbitration in accordance with the Rules of Arbitration contained in Exhibit "D" or the Claim shall be deemed abandoned, and Respondent shall be released and discharged from any and all liability to Claimant arising out of such Claim; provided, nothing herein shall release or discharge Respondent from any liability to persons not a Party to the foregoing proceedings.

(ii) This subsection (d) is an agreement of the Bound Parties to arbitrate all Claims except Exempt Claims and is specifically enforceable under the applicable arbitration laws of the State of South Carolina. The arbitration award (the "Award") shall he final and binding, and judgment may be entered upon it in any court of competent jurisdiction to the fullest extent permitted under the laws of the State of South Carolina

10.4 Allocation of Costs of Resolvioo Claims.

(a) Each Party shall bear its own costs incurred prior to and during the

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proceedings described in Sections 10.3(a), (b) and (c), including the fees of its attorney or other representative. Each Party shall share equally all charges rendered by the mediator(s) pursuant to Section 1O.3( c).

(b) Each Party shall bear its own costs (including the fees of its attorney or other representative) incurred after the Termination of Mediation under Section 1O.3(c) and shall share equally in the costs of conducting the arbitration proceeding (collectively, "Post Mediation Costs"), except as otherwise provided in Section 10.4( c).

(c) Any Award, which is equal to or more favorable to Claimant than Claimant's Settlement Demand shall add such Claimant's Post Mediation Costs to the Award, such Costs to be borne equally by all Respondents. Any A ward which is equal to or less favorable to Claimant than Respondent's Settlement Offer to that Claimant shall also award to such Respondent its Post Mediation Costs, such Costs to be borne by all such Claimants.

10.5 .Enforcement of Resolution. If the Parties agree to a resolution of any Claim through negotiation or mediation in accordance with Section 10.3 and any Party thereafter falls to abide by the terms of such agreement, or if any Party fails to comply with the terms of any Award following arbitration, then any other Party may file suit or initiate admiuistrative proceedings to enforce such agreement or Award without the need to again comply with the procedures set forth in Section 10.3, in such event, the Party taking action to enforee the agreement or Award shall be entitled to recover from the non-complying Party (or if more than one non-complying Party, from all such Parties pro rata) all costs incurred in enforeing such agreement or Award, including, without limitation, attorneys fees and court costs.

10.6 Commencement of Litigation. Aoy litigation by the Association (i) other than the "Exempt Claims" set out in Section 10.2 or (ii) against the Developer shall both require an affirmative vote of seventy-five (75%) percent of the members of the Association prior to the institution of such litigation.

ARTICLE XI DOCUMENTS AND RECORDS

I I.l .Recordl'. The Association shall maintain the following records and make them available for inspection and copying during normal business hours by Owners or by holders, insurers and guarantors of first mortgages secured by Units:

(11) Current copies of the recorded Declaration, Articles of Incorporation and By-Laws of the Association, and any amendments thereto, guidelines, ruies and regulations adopted by the Association, as well as the Association's books, records, and financial statements;

(b) Detailed and accurate records in chronological order of the receipts and expenditures affecting the Areas of Common Responsibility, specifying and itemizing the maintenance and repair expenses incurred and all other expenses incurred, including those for

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Common Areas and Common Facilities and copies of all contracts, leases, or other agreements entered into by the Association;

( c) The minntes of all meetings of the OI.I,l1ers and Directors of the Association for not less than seven (7) years;

(d) Ballots and proxies related thereto, if any, for any election held for the Board of the Association and for any other matters voted on by the Owners, for not less than thirty (30) days;

(e) Such other records of the Association as are available for inspection by members of a not-for-profit corporation pursuant to the Not for Profit Corporation Act in effect from time to time in South Carolina; and

(f) With respect to Units owned by a land trust, if the trustee has designated in writing a person to cast votes on behalf of the Owner, the designation, which shall remain in effect until a subsequent document is filed with the Association; and

Vihere a request for records W1der this Section is made in writing to the Association or its agent, failure to provide the requested record or to respond within thirty (30) days shall be deemed a denial by the Association. A reasonable fee may be charged by the Association for the cost of copying records.

ARTICLE XII MEETINGS AND FINANCES

12,1 Annual I3udget, Each Owner shall receive, at least thirty (30) days prior to the adoption thereof by the Board, a copy of the proposed annual budget. The Board shall, within one-hW1dred twenty (120) days of the Association's fiscal year-end make internally prepared financial statements for the preceding fiscal year available to the holder, insurer or guarantor of any first mortgage secured by a lInit upon submission of a written request for it and shall supply to all Owners, upon request, an itemized accounting of the expenses for the preceding year actually incurred or paid, together with a tabulation of the amoW1ts collected pursuant to the budget or assessment, and showing the net excess or deficit of income over expenditures plus reserves. The Board may determine to have such financial statements reviewed by an accoW1ting firm or detennine to have audited fmandal statements. Each Owner shall receive written notice mailed or delivered no less than ten (10) and no more than thirty (30) days prior to any meeting of the Board concerning the adoption of the proposed annual budget or any increase in the budget, or establishment of an assessment,

12.2 Meetin..,gs of th~Itoard, Meetings of the Board shall be open to any Owner, except for the portion of any meeting hcld:

(a) To discuss litigation when an action against or on behalf of the Association has been filed and is pending in a court or administrative tribW1al, or when the Board

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fmds that such an action is probable or imminent;

(b) To ecnsider infonnation regarding appointment, employment, or dismissal of an employee; or

(e) To discuss violation of rules and regulations of the Association or unpaid assessments ovmed to the Association.

Any vote on the foregoing matters shall be taken at a meeting or portion thereof open to any Ov.mer. Any Owner may reecrd the proceeding at meetings required to be open by this Section 12.2 by tape, film, or other means; the Board may prescribe reasonable rules and regulations to govern the right to make such recordings. Notice of meetings shall be mailed or delivered at least forty-eight (48) hours prior thereto, unless a written waiver of sueh notice is signed by the persons entitled to notice before the meeting is convened. Copies of notice of meetings of the Board shaH be posted in en\ranceways, elevators, or other conspicuous places in the Development project at least forty-eight (48) hours prior to the meeting of the Board.

ARTICLEXIll ADMINISTRATION OF PROJECT PRIOR TO

ELECTION OF ThiTIAL BOARD OF DIRECTORS

13.1 Association. Until the election by Owners of the Board, the same rights, titles, powers. privileges, trusts, duties, and obligations that are vested in or imposed on the Board by this Declaration shall be held and performed by the Developer.

13.2 Electi<;tfl of Initial Board. The election of the initial Board by the Owners shall be held not later than the Turnover Date. Developer shall give at least twenty-one (21) days notice of the meeting to elect the initial Board and shall upon request provide any Owner within three (3) working days of the request, the names, addresses, telephone numbers (ifin the records of the Association), and weighted vote of each Owner entitled to vote at the meeting. Any Owner shall upon request be provided with the same information, within three (3) working days of the request, 'I''ith respect to each subsequent meeting to elect members of the Board. If the initial Board is not elected by the Owners at the time established above, Developer shall continue in office for a period of thirty (30) days, whereupon written notice of his resignation shall be sent \0

all Owners entitled to vote at an election for members of the Board.

13.3 Deliv~fr-QfRecords. Within sixty (60) days after the election of a majority of the Board other than Developer by Owners, Developer shall deliver to the Board:

(a) All original documents as recorded or filed pertaining to the community, its administration, and the Association, such as this Declaration, the Articles of incorporation, other instruments, annual reports, minutes, rules, and regulations and contracts, leases, or other agreements entered into by the Association. If any original documents are unavailable, a copy may be provided if certified by affidavit of the Developer, or an officer or agent of Developer as being a complete copy of the actual document recorded or filed.

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(b) A detailed accolmting by Developer, setting forth the source and nature of receipts and expenditures in cormection with the management, maintenance, and operation of the community, copies of all insurance policies, and a list of any loans or advances to the Association which are outstanding.

(c) Association funds, which shall have been at all times segregated from any other moneys of the Developer.

(d) A schedule of all real or personal property, equipment, and fixtures belonging to the Association, including documents transferring the property, warranties, if any, for all real and personal property and equipment, deeds, title insurance policies, and all tax bills.

(e) A list of all litigation, administrative action, and arbitrations involving the Association, any notices of governmental bodies involving actions taken or which may be taken concerning the Association, engineering and architectural drawings and specifications as approved by any governmental authority, other documents filed with any governmental authority, all governmental certificates, correspondence involving enforcement of any association requirements, copies of any documents relating to disputes involving Owners, and originals of all documents relating to everything listed in this subsection (c).

13.4 Developer's Agreements. Any contract (other than a professional management contract), lease, or other agreement made prior to the election of a majority of the Board other than Developer by or on behalf of the Owners, which extends for a period of more than two (2) years from the recording of this Declaration, shall be subject to cancellation by more than fifty (50%) percent of the votes of the Owners, other than Developer, cast at a special meeting of members called for that purpose during a period of ninety (90) days prior to the expiration of the two (2)-year period. At least sixty (60) days prior to the expiration of the two (2) year period, the Developer shall send notice to every Owner, notifYing them of this provision, of what contracts, leases, and other agreements are affected, and of the procedure for calling. a meeting of the members for the purpose of acting to terminate such contracts, leases, or other agreemeuts. During the ninety-(90) day period, the other party to the contract, lease, or other agreement shall also have the right of cancellation.

13.5 Professional Management Contracts. All Professional Management Contracts shall contain a tennination provision that does not require the payment of any penalty or an advance notice for termination of more than ninety (90) days. Any Professional Management Contract entered into by the Developer prior to the Turnover Date shall contain a clause giving the Association the right to terminate it without cause and at any time after the transfer of control to the O'wners.

ARTICLE XIV RIGIITS m' FIRST MORTGAGEES

14.1 Payments. A First Mortgagee of a Unit may, either singly or jointly with First

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Mortgagees of other Units, on behalf of the Association (i) pay taxes or other charges which are in default and which may become or have become a lien or charge against the Common Areas, the Conunon Facilities or both, and (ii) pay overdue premiums on one or more hazard insurance coverages of the Common Areas and Common Facilities upon the failure of the Association to replace such policy not later than the time it elapses (including any applicable grace period). One or more First Mortgagees making such payment on behalf of the Association shall be entitled to be reimbursed therefor from the Association upon written demand therefor. Upon written request by a First Mortgagee, the Association shall continn in writing to such First Mortgagee that if any First Mortgagees were (0 make one or more of the payments referred to in the first sentence of this subsection (a) on behalf of the Association, such First Mortgagee(s) would thereby be entitled to the reimbursement mentioned in the inunediately preceding sentence.

14.2 Insurance Proceeds and Condemnation Awards. No Owner of a Unit, or any other party, shall have priority over any rights of First Mortgagees of Units pursuant to their mortgages in the case of a distribution to Owners of insurance proceeds or condemnation awards for losses to or a taking of any of the Common Areas, the Common Facilities or both; provided, however, that nothing in this subsection (b) shall be deemed to create, or imply the existence oJ: any rights of Owners of Units, or their Mortgagees, or both, in and to any such insurance proceeds and condemnation awards.

14.3 Notice. 'Ibe holder, insurer or guarantor of the mortgage on any Unit, which sends a written request to the Association, stating its names and address and the address of the Unit on which has (or insures or guarantee) the mortgage, shall be entitled to timely written notice of:

(a) A.flY condemnation or casualty loss that affects either a material portion of the Development or the Unit securing its mortgage;

(b) Any sixty (60)-day delinquency in the payment of assessments or charges owed by the Ov.'!Jer of any Unit on which it holds the mortgage;

(c) A lapse, cancellation, or material modification of any insurance policy maintained by the Association; and

(d) Any proposed action that requires the consent of a specified percentage of eligible mortgage holders.

ARTICLE XV RESALE OF UNITS

15.1 Document Delivery. In the event of any resale of a Unit by an Owner other than Developer, the Owner shall obtain from the Board and shall make available for inspection by the prospective purchaser, upon demand, the following:

(a) A copy of this Declaration and any rules and regulations applicable to the DevelopmenL

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(b) A statement of any liens, including a statement of the account of the Unit setting forth the amounts of unpaid capital contributions, assessments and other charges due and owmg.

(cl A statement of any capital expenditures anticipated by the Association within the current or succeeding two-(2) fiscal years.

(d) A statement of the status and amount of all reserves for replacement and other reserves and any portions thereof eannarked for any specific project by the Board.

(e) A copy of the statement of financial condition of the Association for the last fiscal year for which such a statement is available.

(I) A statement of the status of any pending suits or judgments in which the Association is a party.

(g) A statement setting forth what insurance coverage is provided by the Association.

The principal officer of the Association or such other officer as is specifically designated shall furnish the above infonnation when requested to do so in writing within thirty (30) days of receiving the request. A reasonable fee covering the direct out-of-pocket costs of copying and providing such infonnation may be charged by the Association to the selling Owner.

ARTICLE XVI ERRORS AND OMISSIONS

16.1 Omissions or Errors. If there is an error or omission in this Declaration or other instrument of the Association, the Association may correct the error or omission by an amendment to this Declaration or other instrument, as may be required to confonn it to any other applicable statute or to this Declaration. The amendment shall be adopted by vote of two-thirds (2/3) of the members of the Board or by a majority vote of the members at a meeting called for that purpose, unless the Declaration specifically provides for greater percentages or different procedures.

16.2 Ratification. If an error or omission in this Declaration or other instrument is corrected by vote of two-thirds (2/3rds) of the members of the Board pursuant to the authority established in Section 16.1, the Board, upon Vlritten petition by Owners with twenty (20%) percent of the votes of the Association, received VI~thin thirty (30) days of the board action, shall call a meeting of the Owners within thirty (30) days of the filing of the petition to consider the board action. Unless a majority of the votes of the Owners are cast at the meeting to r~ect the action, it is ratified whether or not a quorum is present

16.3 Affected Owners' Consent The procedures for amendments to correct errors or

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omissions set forth in Sections 16.1 and 16.2 of this Article cannot be used if such an amendment would materially or adversely affect property rights of the Owners unless the affected Owners consent in writing. This Section shall not restrict the powers of the Association to otherwise amend this Declaration, the By-Laws, or other instruments, but authorizes a simple process of amendment requiring a lesser vote for the purpose of correcting defects, errors, or omissions when the property rights of Owners are not materially or adversely affected.

16.4 Correction by Co\Ut Action. If there is an error or omission in this Declaration or other instruments that may not be corrected by an amendment procedure set forth above, then the Circuit Co\Ut of Berkeley County shall have jurisdiction to hear a petition of one or more Owners therein or of the Association, to correct the error or omission, and the action may be a class action. The co\Ut may require that one or more of the methods of correction be submitted to the Owners to detennine the most acceptable correction. All Owners must be joined as parties to the action. Service of process on Owners may be by publication, but the plaintiff shall furnish all Owners not personally served with process with copies of the petition and final judgment of the co\Ut by certified mail, return receipt requested, at their last knO'll'll address.

165 Legal Requirements. Nothing contained in this Article shall be construed to invalidate or limit the provisions of this Declaration authorizing or a1lo'll'ing the Developer to amend or otherwise correct this Declaration to bring the instrument into eompliance with the legal requirementq of entities and agencies such as Fannie Mae, the Federal National Mortgage Association, the Federal Home Loan Mortgage Corporation, the Federal Housing Administration, the United States Veteran Administration, or their respective successors and assigns.

ARTICLE XVII GENERAL PROVISIONS

17, I Enforcement. 1be covenants, conditions, easements and resmctlOn herein contained (the "Covenants") shall run with, and be binding upon the Property and shall inure to the benefit of and shall be binding upon the Association and all persons owning, leasing, subleasing, or occupying any such land and their heirs, executors, administmtors, personal representatives, successors, and assigns. These Covenants may be enforced by the Association, which shall have the right to expend Association monies in pursuance thereof, and may also be enforeed by the Owner of any Unit in the Development or anyone or more of the aforesaid persons benefited thereby. If these Covenants are enforced by appropriate proceedings by any such Owner or O'\\'llers, such Owner or Owners, if successful in such enforcement and if the Association had theretofore refused such enforcement, shall be reimbursed by the Association for all or any part of the cost incurred, but such reimbursement shall be solely in the discretion of the Board. Enforcement of these Covenants shall be by any proceeding at law, equity, or otherwise against any person or persons violating or attempting to violate any of these Covenants either to restrain violation or to recover damages, and against the land to enforce any lien created by these Covenants and failure by the Association or any Owner to enforce any of the Covenants herein contained shall in no event be deemed a waiver of the right to do so thereafter.

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17.2 Duration, T ennination and Amendment Subject to the provision hereof, these Covenants shall remain in full force and effect for a period of thirty-five (35) years from the date hereof, and thereafter they shall be deemed to have been automatically renewed fOf successive terms often (10) years except that at any time, and from time to time, they may be amended or terminated by the vote of the OVllners of not less than sixty-seven (67%) percent of the Units then in the Association. Any termination or amendment of a material nature shall require the prior written approval of Eligible Mortgage Holders representing at least fifty-one (51%) percent of the votes of Units that are subject to mortgagors held by Eligible Mortgage Holders. A change to any of the following shall be considered as material:

(a) Voting Rights;

(b) Increases in assessments that raise the previously assessed amount by more tban twenty-five (25%) percent, assessment liens, or the priority of assessment liens;

(c) Reductions in reserves for maintenance, repair, and replacement of Common Areas;

(d) Responsibility for maintenance and repairs;

(e) Reallocation ofintereslS in the Common Areas, Of rights to their use;

(1) Redefinition of the boundaries of any Unit;

(g) Convertibility of Units into Common Areas or vice versa;

(h) Expansion or contraction of the Development except as provided herein, or the addition, annexation or withdrawal of property to or from the Development;

(i) Hazard or fidelity insurance requirements;

(j) Imposition of any restrictions on the leasing of Units;

(k) Imposition of any restrictions on an Owner's right to sell, transfer or lease his or her unit;

(l) A decision by the Association to establish self-management when professional management had been required previously by an Eligible Mortgage Holder;

(m) Restoration or repair of the Common Area and Common Facilities (after a hazard damage or partial condemnation) in a manner other than that specified in the Declaration, or the Articles of Incorporation or By-Laws of the Association;

(n) Any action to terminate the legal status of the Association after substantial destruction or condemnation occurs; or

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(0) Any provisions that expressly benefit mortgage holders, insurers, or guarantors.

Any termination of the legal status of the project for reasons other than substantial destruction or condemnation must be approved by Eligible Mortgage Holders representing at least sixty-seven (67%) percent of the votes of the Units then in the Association. Any amendment or termination shall be effected by reeording in the Office of the Register of Deeds of Berkeley County, a document executed by the required number of Owners, setting out such amendment(s) or stating that this Declaration shall be terminated or amended as provided therein. It shall be tbe duty of the Association to notifY the Eligible Mortgage Holders (where applicable) and all Owners of any action under this Section by mail at least thirty (30) days prior to the date of any meeting called to decide any such action. Implied approval of an Eligible Mortgage Holder shall be assumed when the Eligible Mortgage Holder fails to submit a response to any written proposal for an amendment within trurty (30) days after it receives proper notice of the proposal provided the notice was delivered by certified or registered mail, with a "return receipt" requested.

17.3 Powers Retained by peveloper. A power coupled with an interest is hereby retained by and granted to the Developer (acting by and through its duly authorized members), its successors, assigns or designees, as attorney-in-fact, to amend this Declaration, the By-laws of the Association, or the Articles of Incorporation of the Association, for any of the following purposes: (a) compliance with requirements of Fanme Mae, the Veterans Administration, the Department of Housing and Urban Development, the Federal National Mortgage Association, the Federal Home Loan Mortgage Corporation, the Government National Mortgage Association, any successor to any of such organizations and any other federal, state or local governmental entity or agency; (b) to induce any such agencies and entities to make, sell, purchase, insure, guarantee or otherwise deal with first mortgages on Un.its; (c) correcting any typographic or scrivener's error and inconsistencies in the Declaration; (d) to comply with applicable federal, state, and local law; and (e) meeting requirements of the Internal Revenue Code as now, or hereafter amended, (i) relating to organizations exempt from tax or (ii) specifically exempting homeowners' associations from any Federal income tax; provided that Developer shall have no obligation to cause any such amendment to be made. The acceptance of each deed, mortgage or other instrument with respeet to any Un.it which is subject to this Declaration shall be deemed to be a confirmation of such power to such attorney-in-fact and shall be deemed to constitnte a consent and agreement to and acceptance, confirmation and ratification of all such amendments, which shall be effective upon the recording in the Office of the Register of Deeds of Berkeley County an appropriate instrument, setting forth the amendment, and its authorization pursuant to this Section 17.3, which instrument shall be executed and acknowledged by Developer. The foregoing power shall terminate when Developer no longer owns any Units.

17.4 ,AssignmenL of~s:veloper's Rights. Notwithstanding anything herein to the contrary, Developer hereby reserves the right to transfer, assign, mortgage or pledge any and all of its privileges, rights, title and interest hereunder, or in the Property, by means of recording an assignment of such with the Office of the Register of Deeds of Berkeley County. Upon recording of such assignment, Developer shall be relieved of any liability arising from the performance or non-performance of such rights and obligations accruing from and after the recording of such

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assignment. No such successor assignee of the rights of Developer shall have or incur any liability for the obligations or acts of any predecessor in interest.

17.5 Leases. Any lease or rental agrecment affecting any Unit must be in writing, and shall be subject to the requirement of this Declaration, and the Articles of Incorporation and By­Laws of the Association. No Unit shall be leased for hotel or transient purposes or for a tenn less than six (6) months and no portion of a Unit which is less than the entire Unit shall be leased.

17.6 Severability. Invalidation of anyone or more of the provisions of these Covenants or portions thereof by judgment or eourt order shall in no way affect the validity of any of the other provisions or portions thereof, which shall remain in full force and effect.

17.7 Notices. Any notiee or other communication required to be sent to any Owner or First Mortgagee under the provisions of this instrument shall be deemed to have been properly sent when mailed, postpaid, to the last known address of the person who appears as Owner or First Mortgagee on the records of the Association at the time of such mailing. Notice to the Association shall be sent in the manner addressed to its President or Secretary at 500 Stonehenge Parkway, Dublin, Ohio 43017, or to such other address of which the Association shall havc notified the Owners in the aforesaid manneL

17.8 Captions. The paragraph captions in this instrument are for convenience only and do not in any way define, limit, describe or amplifY the tenns and provisions of this instrnment or the scope or intent thereof.

ARTICLE XVIII ANNEXUION OF ADDITIONAL LAND

18.1 bJrnexaticm Without Approval of Class "A" Membership.

Developer shall have the unilateral right, privilege, and option, from time to time and at any time within seven (7) years from the date this Declaration is recorded, to subject to the provisions of this Declaration and the jurisdiction of the Association all or any portion of the real property described in Exhibit "B." Such annexation shall be accomplished by filing in the Office of Register of Deeds tor Berkeley County, South Carolina, Supplemental Declarations amending this Declaration. Such Supplemental Declaration shall not require the consent of the members. Any such annexation shall be effective upon the filing for record of such Supplemental Declaration. Developer shall have the unilateral right to transfer to any other person the said right, privilege, and option to annex the Additional Land which is herein reserved to Developer, pro\~ded that the transfer is memorialized in a written instrument executed by the Developer and recorded in the Office of Register of Deeds for Berkeley County. Each Unit annexed and subjected to the provisions hereof shall be entitled to one vote and shall be subject to assessments and capital contributions which are equal in size to the assessments and capital contributions levied against Units already subject to the provisions hereof It is the intent of this Declaration that the assessments and capital contributions levied against all Units be of equal size except tbat Units which first become subject during a year shall be assessed only for a pro-rated share of the

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year's annual assessment and the unpaid portion of previously levied special assessments and capital contributions.

18.2 Annexation With Approval of Class up.." Membership.

Following the expiration of the right in Section 18.!, any land described on Exhibit "B", may be annexed to the provisions of this Declaration and the jurisdiction of the Association. Such annexation shall require the affirmative vote of a majority of the Class "A" Members present at a meeting duly called for such purposc and of the Developer, so long as Developer owns Property subject to this Declaration or which may become subject hereto in accordance with Section IS.! above.

18.3 Amendment. This Article XVIII shall not be amended without the prior v,ntten consent of Developer, so long as Developer owns any of the real property described in Exhibits "A" or "B" hereof

19 J Insurane<:.

ARTICLE XIX INSURANCE AND CASUALTY LOSSES

(a) Hgard and Flood Insurance. The Board shall have the authority to and shall obtain insurance for the Property and all improvements thereto against loss or damage by fire and such other hazards, including flood, as may be required under applicable requirements of Fannie Mae from time to time, as the Board may deem desirable, or as reasonably required by First Mortgagees, for the full insurable replacement cost of the Units. Anything herein to the cootrary notwithstanding, unless otherwise determined by the Board, the insurance obtained by the Board shall only cover restoration of a Unit to the condition the Unit wonld have been in if the Unit were decorated and finished with the floor, wall and ceiling coverings, decorating, fixtures and furnishings which were originally offered by the Declarant as part of the base purchase price for the Unit ("Standard Items") and shall not include any Improvements and Beuennents. For purposes hereof, "Improvements and Bettennents" are hereby defined to consist of and include any decorating, fixtures and furnishings installed or added to and located within the boundaries of the Unit, including, without limitation, electrical fixtures, appliances, air conditioning and heating equipment, water heaters or built-in cabinets, where such items were installed by, or at the request of, the Owner of the Unit in addition to, or as an upgrade from, the Standard Items; however, improvements and Bettennents shall not be deemed to include the replacement of a Standard Item which is of comparable quality to the Standard Item which was replaced. Premiums for such insurance shall be an annual assessment Such insurance coverage shall be written in the name of, losses under such policies shall be adjusted by, and the proceeds of such insurance shall be payable to, the Board as trustee for the Owners. All such policies of insurance (i) shall contain standard mortgage clause endorsements in favor of the First Mortgagees as their respective interests may appear, (ii) shall provide that the insurance, as to the interests of the Board, shall oot be invalidated by any act or neglect of any Ovmer, (iii) to the extent possible, shall provide that such policy shall not be cancelled or substantially modified

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(including cancellation for nonpayment of premium) without at least thirty (30) days' written notice to the First Mortgagee of each Unit, and (iv) shall contain waivers of sUbrogation with respect to the Association and its directors, officers, employees and agents (including the managing agent), Owners, occupants of the Unit, First Mortgagees, and the Developer and shall name all such parties as additional insured parties as their interests may appear.

(b) Insurance rruste~lUse (jfProeeeds. The Board may engage the services of any bank or trust company authorized to do trust business in South Carolina to act as trustee, agent or depository on behalf of the Board for the purpose of receiving and disbursing the insurance procceds resulting from any loss, upon such terms as the Board shall determine consistent with the provisions of this Declaration. The fees of such c{)rporate trustee shall be an annual assessment. In the event of any loss in excess of One Hundred lbousand and Noll 00 ($100,000.00) Dollars in the aggregate, the Board shall engage a corporate trustee as aforesaid. In the event of any loss resulting in the destruction of the major portion of one or more Units, the Board shall engage a corporate trustee as aforesaid upon the written demand of the First Mortgagee or any Owner of any Unit so destroyed. The rights of First Mortgagees under any standard mongage clause endorsement to such policies shall, notwithstanding anything to the contrary therein contained, at all times be to the repair or reconstruction of the Units. Payment by an insurance company to the Board or to such corporate trustee of the proceeds of any poli<.-'Y, and the receipt of a release from the Board of the company's liability under such policy, shall constitute a full discharge of such insurance company, and such company shall be under no obligation to inquire into the terms of any trust under which proceeds may be held pursuant hereto, or to take notice of any standard mortgage clause endorsement inconsistent with the provisions hereof, or see to the application of any payments of the proceeds of any policy by the Board or the corporate trustee.

(c) nwner's Responsibilitv. Unless expressly advised to the contrary by the Board, each Owner shall bave the obligation to obtain his own insurance on (i) the Improvements and Betterments within the O",ncr's Unit (as defined in Section 19.1 (a), (ii) his personal property stored in the Unit, (iii) any umbrella or excess casualty insurance coverage on a Unit such Owner determines is necessary to insure that sufficient casualty insurance proceeds will be available to reconstruct in accordance with (e) (i) below, and (iv) his personal liability to the extent not covered by the liability insurance for all of the Owners obtained as part of the annual assessment as above provided, and the Board shall have no obligation whatsoever to obtain any such insurance coverage on behalf of the Owners. Except as expressly determined by the Board, the Board shall not be responsible for obtaining insurance on Improvements and Betterments and shall not be obligated to apply any insurance proceeds from policies it is obligated to maintain hereunder to restore the affected Unit to a condition better than the condition existing prior to the making or installation of the Improvements and Betterments.

(d) Wl!iyer of Subrogation. The Association and each Owner hereby waive and release any and all claims which it or he may have against any other Owner, the Association, its directors and officers, the Declarant, the manager and the managing agent if any, and their respective employees and agents, for damage to the Unit or to any personal property located in a Unit caused by fire or other casualty, to the extent that such damage is covered by fire or other

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fonn of casualty insurance, and to the extent this release is allowed by policies for such fire or other casualty insurance.

( e) Rcpair or Reconstruction.

(i) In the case of damage by tirc or other disaster to any Unit (a "Damaged Improvement") where the insurance proceeds (including any proceeds of casualty insurance obtained by the Owner) are sufficient to repair or reconstruct the Damaged Improvement, then the proceeds shall be used by the Association to repair or reconstruct the Daroaged Improvement.

(ii) In the case of damage by fire or other disaster to any Unit or building which contains Units where the insurance proceeds are insufficient to repair or reconstruct the Daroaged Improvement or the Daroaged Improvement carmot be reconstructed as originally designed and built because of zoning, building, or other applicable laws, ordinances or regulations, the following procedure shall be followed:

(A) A meeting of the Owners shall be held not later than the first to occur of (i) the expiration of thirty (30) days after the final adjustment of the insurance claims, or (ii) the expiration of ninety (90) days after the occurrence which caused the damage.

(B) At the meeting, the Board shall present a plan for the repair or reconstruction of the Damaged Improvement and an estimate of the cost of repair or reconstruction, together with an estimate of the aroount thereof which must be raised by way of special assessment and a proposed schedule for the collection of a special assessment to pay the excess cost.

(C) A vote shall then be taken on the question of whether or not the Daroaged Improvement shall be repaired or reconstructed based on the information provided by the Board under (B) above, including the proposed special assessment. The Damaged Improvement shall be repaired or reccnstructed and the proposed special assessment shall be levied unless there is an affirmative vote not to repair or reconstruct of Voting Members representing at least seventy-five (75%) percent of the votes cast.

(D) If the Voting Members vote not to repair or reconstruct the Daroaged Improvement at the meeting provided for in (A) above, then the Board may, at its discretion, call another meeting or meetings of the Owners to reconsider the question of whether or not the Damaged Improvement shall be repaired or reconstructed.

(E) If at least seventy-five (75%) percent of the Voting Members vote not to repair or reconstruct the Damaged Improvement under (D) above, then the Board may, with the consent of Owner representing seventy-five (75%) percent of the Units in the damaged building and First Mortgagees representing seventy-five (75%) percent of the Units (by number) subject to Mortgages in the building, amend this Declaration to withdraw the building which includes the Damaged Improvement from the

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temlS hereof (except as provided below). The payment of just compensatioll, or the allocation of any insurance or other proceeds to any withdrawing or remaining Owner shall be made to such Owner and his First Mortgagee, as their interests may appear, on an equitable basis, determined by the Board. From and after the effective date of the amendment referred to above in this paragraph, the Owner of a Unit located in the building which is withdrawn shall have no responsibility for the payment of assessments which would have been payable with respect to the Unit if the amendment had not been recorded; provided, that, the Unit shall continue to be subject to the provisions of Section 3.1 and Article VIII hereof and upon issuance of an occupancy permit for a residential unit constructed on a Unit removed from the terms hereof as provided above, the Unit shall thereupon be sul<iect to the terms hereof and each Unit shall be defined by the boundaries of each dwelling unit as described herein.

(iii) If the Damaged Improvement is repaired or reconstructed, it shall be done in a workmanlike manner and the Damaged Improvement, as repaired or reconstructed, shall be substantially similar in design and construction to the improvements as they existed prior to the damage, with any variations or modifications required to comply with applicable law.

(f) The Board shall have the authority to, and shall obtain on behalf of the Association comprehensive public liability insurance, including liability for injuries to, and the death of persons and property damage in such limits as it shaH deem desirable, and workmen's compensation insurance and other liability insurance as it may deem desirable, insuring each Owner, the Association, its directors and officers, the Developer, the managing agent, if any, and their respective employees and agents, as their interests may appear, from liability resulting from an occurrence on or in connection with the Common Area and Areas of Common Responsibility, which include Unit Exteriors. The Board may, in its discretion, obtain any other insurance which it deems advisable including, without Iimitatioll, insurance covering the directors and officers from liability for good faith actions beyond the scope of their respective authorities. Such insurance coverage shall include cross liability claims of one or more insured parties.

(g) Fidelity bonds indemnifying the Associatioll, the Board, and the Owners for loss of funds resulting from fraudulent or dishonest acts of any employee of the Association or of any other person handling funds of the Association, may be obtained by the Association in such amounts as the Board may deem desirable.

(h) The premiums for any insurance obtained under this Article shall be included in the assessments as defined in Section 5.4.

(i) The public liability policy obtained by the Board shall have at least a One Million ($1,000,000.00) Dollar single person limit as respects bodily injury and property damage, a Three Million ($3,000,000.00) Dollar limit per occurrence, if reasonably available, and a Five Hundred Thousand ($500,000.00) Dollar minimum property damage limit.

G) Policies may contain a reasonable deductible, and, in the case of casualty insurance, the amount thereof shall be added to the face amount of the policy in determining

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whether the insurance at least equals the full replacement cost. The deductible shall be paid by the party who would be liable for the loss or repair in the absence of insurance and in the event of multiple parties shall be allocated in relation to the amount each party's loss bears to the totaL

(k) All insurance coverage obtained by the Board shall be written in the name of the Association as trustee for the respective benefited parties as identified herein. Such insurance shall be governed by tbe provisions hereinafter set fortb:

(i) All policies shall be written with a company licensed to do business in South Carolina which holds a Best's rating of A or better and is assigned a financial size category of XI or larger as established by AM. Best Company, Inc., if reasonably available, or, if not available, the most nearly equivalent rating.

(ii) All policies shall be for the benefit of the Association, its members, and their Mortgagees, as tbeir interests may appear.

(iii) Exclusive authority to adjust losses under policies obtained by the Association shall be vested in the Board; provided, however, no Mortgagee having an interest in such losses may be prohibited from participating in tbe settlement negotiations, if any, related thereto.

(iv) In no event shall the insurance coverage obtained and maintained by tbe Board be brought into contribution witb insurance purchased by individual Owners, occupants, or tbeir Mortgagees.

(v) All casualty insurance policies shall have an inflation guard eodorsement, if reasonably available, and an agreed amount endorsement witb an annual review by one or more qualified persons, at least one of whom must be in tbe real estate industry and familiar with construction in the Berkeley County, South Carolina area.

(vi) lae Board shall be required to make every reasonable effort to secure insurance policies that will provide for the following:

(A) A waiver of subrogation by the insurer as to any claims against the Association's Board, its manager, the Owners, and tbeir respective tenants, servants, ageots, and guests;

(B) A waiver by tbe insurer of its rights to repaIr and reconstruet, instead of paying cash;

(C) A statement that no policy may be canceled, invalidated, suspended, or subject to nonrenewal on account of anyone or more individual Owners;

(D) A statement tbat no policy may be canceled, invalidated, suspended, or subject to nonrenewal on account of the conduct of any director, officer, or employee of the Association or its duly autborized manager without prior demand in

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writing delivered to the Association to cure the defect and the allowance of a reasonable time thereafter within which the defect may be eured by the Association, its manager, any Owner, or Mortgagee;

(E) That any "other insurance~ clause in any policy exclude individual O"ners' policies from consideration; and

(F) That the Association will be given at least thirty (30) days' prior written notice of any cancellation, substantial modification, or non-renewal.

(G) The amount of fidelity coverage shall be detennined in the directors' best business judgment but, if reasonably available, may not be less than three (3) months' assessments on all Units, plus reserves on hand. Bonds shall contain a waiver of all defenses based upon the exclusion of persons serving without compensation and shall require at least thirty-(30) days' prior written notice to the Association of any cancellation, substantial modification, or non-renewal.

19.2 Damage and Destruction.

(a) Immediately after damage or destruction by fire or other casualty to all or any part of any structure other than a Unit or Units covered by insurance written in the name of the Association, the Board or its duly authorized agent shall proceed with the filing, adjustment and negotiation of all claims arising under such insurance and obtain reliable and detailed estimates of the cost of repair or reconstruction of the damaged structures. Repair or reconstruction, as used in this paragraph, means repairing or restoring such structures to substantially the same condition in which they existed prior to the fire or other casualty, allowing for any changes or improvements necessitated by changes in applicable building codes.

(b) Any damage or destruction shall be repaired or reconstructed unless the Owners representing at least seventy-five (75%) percent of Owners shall decide within sixty (60) days after the casualty not to repair or reconstruct. If for any reason either the amount of the insurance proceeds to be paid as a result of such damage or destruction, or reliable and detailed estimates of the cost of repair or reconstruction, or both, are not made available to the Association \\'ithin said period, then the period shall be extended until such information shall be made available; provided, however, such extension shall not exceed sixty (60) additional days.

(e) In the event that it should be determined in the manner described above that the damage or destruction shall not be repaired or reconstructed and no alternative improvements are authorized, then and in that event the affected portion of the Property shall be restored to its natural state and maintained by the Association in a neat and attractive eondition.

19.3 Disbursement of Proceeds.

If the damage or destruction for which the proceeds of insurance policies are paid is to be repaired or reconstructed, the proceeds, or such portion thereof as may be required for such pwpose, shall be disbursed in payment of snch repairs or reconstruction as herein provided. Any

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proceeds remaining after defraying such costs of repair or reconstruction or, in the event the Owners proceed pursuant to Section 19.2(c) and decide not to rebuild, all proceeds shall be paid to the Association.

IN \VITNESS WHEREOF, the Developer has hereunto set its hand and seal this a~.p... day of 0 vkobQ(= , 2009.

STATE OF seeTI! CAROLINA Ott-I 0

COUNTY OF FK.kNt..U 1\1

EPCON MARRINGTON, LLC, a South Carolina Limited Liability Company

By: Epcon Communities Carolinas, LLC Its: Sole Member

BY:~ Edward A. Bacome

Its: Member

BY:(~W:« Philip G. Fankhauser

Its: Member

) ) )

SS

I.Anae.la S l0oke._~~. a Notary Public in and for said County, in the State aforesaid, d.~fttlreby certify that Edward A. Bacome, personally known to me as the Member of Epeon Communities Carolinas, LLC, the Sole Member of Epcon Marrington, LLC, and personally knOWll to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he signed and delivered the same instrument pursuant to authority given by said corporation as its free and voluntary act and as the free and voluntary act and deed of said corporation for the uses and purposes therein set forth,

GIVEN under my hand and seal this ;i,$1!A- day ofO""Jo""""b.~( ___ , 2009.

nm. ~~'----_ ~? for llootla Cawlioo ~<C> My commission expires: :;H~ ·;;I.OI~

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STATE OF SOUTII CA ROUNA DH1 0

COUNTY OF Fri'ADQI tJ

) ) )

00004659 Vol' 8359 pg: 124

SS

I, ~"-la 5 WM..e... .. __ , a Notary Public in and for said County, in the State aforesaid, do ereby certIfy that Phihp G. Fankhauser, personally known to me as the Member of Epcon Communities Carolinas, LLC, the Sole Member of Epcon Marrington, LLC, and personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he signed and delivered the same instrument pursuant to authority given by said corporation as its free and voluntary act and as the free and voluntary act and deed of said corporation for the uses and purposes therein set forth.

GIVEN under my hand and seal this ~ day of ()..JrIo" r .... -' 2009.

My commission expires: Q1't,!; '.?lot,±,

fc:fiworddatalEpeon Marringtonll909.DecI. of CAivenants & Restrict 1 02209.original.doc)

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00004659 Vol: 8359 P.: 125

EXHIBIT "A"

THE "PROPERTY"

All those certain pieces, parcels or tracts of land, situate, lying and being in the City of Goose Creek, Berkeley County, South Carolina, identified as Lots I-A, I-B, 18-A, 18-B, 18-C, 18-

D, 47, and 48, Amenity Site (HOA), Common Access Easements, Open Space, Village Stone Circle Private R/W, on that certain plat prepared by Elliotte D, Quinn, III, of Thomas & Hutton Engineering Co. dated February 9, 2010, entitled "A Final Subdivision Plat of Marrington Villas at Cobblestone, Phase lA, Tract C-l, City of Goose Creek, Berkeley, County, South Carolina, Owned By & Prepared For: Epeon Marrington, LLC" recorded in the Register of Deeds' Office for Berkeley County on February 17, 2010 in Plat Book Nat Page 329-P, said parcels having such size, shape, dimensions, boundings and buttings as will

by reference to the Plat more fully appear and which is incolJlorated herein by reference and further described as follows:

Commencing at the intersection of State Road (U.S. Highway 176) and Cobblestone Village Drive; thence westerly along the northern right-of way of Cobblestone Village Drive a distance of 466 feet to a Old 3/4" Rebar. Said point being the true Point of Beginning. Said point being the point of curvature of a curve to the right, having a radius of 15.00 feet, a central angle of 90°0'0", and a chord length of 21.21 feet bearing S 50°35'01" W; thence proceed along the arc of said curve 23.56 feet to a Old 3/4~ Rebar; thence N 84°24'S9" W, a distance of 93.03 feet to a Old 3/4" Rebar; Said point being the point of curvature of a curve to the left, having a radius of 237.50 feet, a central angle of 34°27'36", and a chord length of 140.70 feet bearing S 78°21' 12" W; thence proceed along the arc of said curve 142.84 feet to a Old 3/4" Rebar; thence S 61°07'24" W, a distance of 32.77 feet to a Old 3/4" Rebar; Said point being the point of curvature of a curve to the right, having a radius of 33.00 feet, a central angle of 48°18'38", and a chord length of 27.01 teet bearing S 85°16'43" W; thence proceed along the arc of said curve 27.82 feet to a Old 3/4" Rebar; Said point being the point of curvature of a curve to the left, having a radius of 73.00 feet, a central angle of So II '4S",

and a chord length of 6.62 feet bearing N 73°09'51" W; thence proceed along the arc of said curve 6.62 feet to a Old 3/4" Rebar; Said point being the point of curvature of a curve to the right, having a radius of 87.00 feet, a central angle of 38°44'5", and a chord length of 57.70 feet bearing N 56"23'41" W; thence proceed along the arc of said curve 58.82 feet to a point; Said point being the point of curvature of a curve to the left, having a radius of 175.00 feet, a central angle of 2°39'52", and a chord length of 8.14 feet bearing N 38°21'34" W; thence proceed along the arc of said curve 8.14 feet to a New 3/4" Open Pipe with Cap; Said point being the point of curvature of a curve to the left, having a radius of 175.00 feet, a central angle of3°20'13", and a chord length of 10.19 feet bearing N 41 °21 '37" W; thence proceed along the arc of said curve 10.19 feet to a Old 3/4" Rebar; thence S 46"58'16" W, a distance

RfH!olded On-2010-Mar-12 As-46S9

00004659 Vol: &3S~ P.: 12b

of25.00 feet to a Mag Nail Set; thence S 46°58'16" W, a distance of 25.00 feet to a Old 3/4"

Rebar; Said point being the point of curvature of a curve to the right, having a radius of \25.00 feet, a central angle of 7°7'53", and a chord length of 15.55 feet bearing S 39°27'47" E; thence proceed along the arc of said curve 15.56 feet to a Old 3/4" Rebar; Said point being the point of curvature of a curve to the right, having a radius of 37.00 feet, a central angle of 62°17'46", and a chord length of 38.28 feet bearing S 4°44'58" E; thence proceed along the arc of said curve 40.23 feet to a Old 3/4" Rebar; Said point being the point of curvature of a curve to the left, having a radius of 73.00 feet, a central angle of 10°50'54", and a chord length of \3.80 feet bearing S 20°58'28" W; thence proceed along the arc of said curve 13.82 feet to a Old 3/4" Rebar; Said point being the point of curvature of a curve to the right, having a radius of 87.00 feet, a central angle of 45°34'23", and a chord length of 67.39 feet bearing S 38°20' 13" W; thence proceed along the arc of said curve 69.20 feet to a Old 3/4" Rebar; thence S 61 °07'24" W, a distance of 45.99 feet to a New 3/4" Open Pipe with Cap; thence N 28°52'36" W, a distance of 36.96 feet to a New 3/4" Open Pipe with Cap; thence N 28°52'36" W, a distance of 63.00 feet to a New 3/4" Open Pipe with Cap; thence N 28°52'36" W, a distance of 47.41 feet to a New 3/4" Open Pipe with Cap; Said point being the point of curvature of a curve to the left, having a radius of 61.00 feet, a central angle of 4°55'34", and a chord length of 5.24 feet bearing N 31 °20'23" W; thence proceed along the arc of said curve 5.24 feet to a New 3/4" Open Pipe with Cap; thence N 33°48'10" W, a distance of 14.00 feet to a ~ew 3/4" Open Pipe with Cap; thence S 58°30'27" W, a distance of 34.23 feet to a New 3/4" Open Pipe with Cap; thence N 28°52'36" W, a distance of25.00 feet to a Mag Nail Set; thence N 28°52'36" W, a distance of 25.00 feet to a New 3/4" Open Pipe with Cap; thence N 60°52'44" E, a distance of 2.77 feet to a New 3/4" Open Pipe with Cap; thence N 28°52'36" W, a distance of 67.26 feet to a New 3/4" Open Pipe with Cap; thence S 61 °07'24" W, a distance of 6.00 feet to a New 3/4" Open Pipe with Cap; thence N 28°52'36" W, a distance of 74.12 feet to a New 3/4" Open Pipe with Cap; thence N 37°48' 17" E, a distance of 60.64 feet to a New 3/4" Open Pipe with Cap; thence N 84°23'34" E, a distance of 99.48 feet to a New 3/4" Open Pipe with Cap; thence N 14°53'41" E, a distance of 49.00 feet to a New 3/4" Open Pipe with Cap; thence N 14°53'41" E, a distance of 48.00 feet to a New 3/4" Open Pipe with Cap; thence S 75°06'19" E, a distance of 67.03 feet to a New 3/4" Open Pipe with Cap; thence N 16°36'47" E, a distance of25.01 feet to a Mag Nail Set; thence N 16°36'47" E, a distance 0[25.08 feet to a New 3/4" Open Pipe with Cap; Said point being the point of curvature of a curve to the left, having a radius of 16.50 feet, a central angle of 84°46'24", and a chord length of 22.25 feet bearing N 57°16'59" E; thence proceed along the are of said curve 24.41 feet to a New 3/4" Open Pipe with Cap; thence N 14°53'41" E, a distance of 59.33 feet to a New 3/4" Open Pipe with Cap; Said point being the point of curvature of a curve to the left, having a radius of 75.00 feet, a central angle of 7°11 '28", and a chord length of 9.41 feet bearing N 11°17'57" E; thence proceed along the arc of said curve 9.41 feet to a New 3/4" Open Pipe with Cap; Said Point

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OOOO~659 Vol: 835V P.: 127

being the point of curvature of a curve to the right, having a radius of 375.00 feet, a central angle of 9°4'2", and a chord length of 59.28 feet bearing S 10°40'42" E; thence proceed along the arc of said curve 59.34 feet to a Mag Nail Set; Said point being the point of curvature of a curve to the right, having a radius of 375.00 feet, a central angle of 4°48'47", and a chord length of31.49 feet bearing S 3°44'18" E; lhence proceed along the arc of said curve 31.50 feet to a New 3/4" Open Pipe wilh Cap; lhence N 58°36'46" E, a distance of 21.61 feet to a New 3/4" Open Pipe with Cap; lhence N 58°36'46" E, a distance of 193.63 feet to a Old 3/4" Rebar; lhence S 31 °19'52" E, a distance of 39.37 fcct to a Old 3/4" Rebar; thence S 32°42'45" E, a distance of 339.92 feet to a Old 3/4" Rebar; Said point being the point of curvature of a curve to the right, having a radius of 75.00 feet, a central angle of 38°42'35", and a chord length of 49.71 feet bearing S 13°21'28" E; lhence proceed along lhe arc of said curve 50.67 feet to a Old 3/4" Rebar; lhence S 5°35'01" W, a distance of 33.42 feet to the Point of Beginning; Said tract or parcel ofland containing 4.68 acres more or less.

Portion ofTMS No. 222-00-00-142

Recorded On.2010-Mar_12 As-4659

OOOO~659 Vol: 8359 pg: 128

EXHmIT "B"

THE "ADDITIONAL LAND"

All that certain piece, parcel or tract of land, situate, lying and being in the City of Goose Creek, Berkeley County, South Carolina, identified as Tract C-l and Tract C-2 on that certain plat prepared by EUiotte D. Quinn, III, of Thomas & Hutton Engineering Co. dated July 9, 2008, entitled "A Plat of the Subdivision of Tract C to Create Tract C-l (12.29 Ac.) & Tract C-2 (8.78 Ac.), City of Goose Creek, Berkeley, County, South Carolina, Prepared for: Catalyst Development Co." recorded in the Register of Deeds' Office for Berkeley County in Plat Book M at Page 219-P, said parcel having such size, shape, dimensions, boundings and buttings as will by reference to the Plat more fully appear and which is incorporated herein by reference.

SAVING AND EXCEPTING All those certain pieces, parcels or tracts of land, situate, lying and being in the City of Goose Creek, Berkeley County, South Carolina, identified as Lots I-A, I-B, 18-A, 18-B, IS-C, 18-0,47, and 48, Amenity Site (HOA), Common Access Easements, Open Space, Village Stone Circle Private RJW, on that certain plat prepared by Elliotte D. Quinn, Ill, of Thomas & Hutton Engineering Co. dated February 9, 2010, entitled "A Final Subdivision Plat ofMarrington Villas at Cobblestone, Phase lA, Tract C­I, City of Goose Creek, Berkeley, County, South Carolina, Owned By & Prepared For: Epeon Marrington, LLC" recorded in the Register of Deeds' Office for Berkeley County on February 17, 20:0 in Plat Book N at Page 329-P, said parcels having such size, shape, dimensions, boundings and buttings as will by reference to the Plat more fully appear.

Said parcel containing 16.39 acres more or less.

Portion ofTMS No. 222-00-00-142 and 222-00-00~154

Recorded On-2D10-Mar-12 As-4659

0000+659 Vol' 8359 p~: 129

EXHIBIT "e"

ITIiIT TYPES

'-AE--~(-A-bo-re-ta-)--rI-;:C:-o-nt-a"'ins-a-;-ki7:·tc--;h:-e-n-,7.li:-Vl:-'n-g-r-o-o-m-,""d:;-iru-:'-ng-ro-o-m-, :-tw-o-;'"b-aths-;--,-tw-o-:-be-dro-:-o-m~s,

i and a garage, all at ground level. l BE (Bramante)

• C~ (Coionnade) !

; Contains a kitchen, living room, dining room, two baths, two bedrooms, and a garage, all at ground level.

Contains a kitchen, living room, dining room, two baths, two bedrooms, , a den, and a garage, all at ground level. '

~. ..~.--. ~.. ..~--. . •. -.------1 (Ducal) ; Contains a kitchen, living room, dining room, a hearth room, two baths, • DL

! two bedrooms, a den, and a garage, all at ground level. !

I pZ(lT) -l--;'(P~a-;laz-'Z-oC-) --Ji"'C::::o-n-ta-:-ins a kitchen, living room, diDing room, two baths, two bedrooms ' i and a garage, all at ground level; may also have either or both an optional I

POll) (Portico)

; sitting room or a 4-season enclosed porch. I Contains a kitchen, living room, dining room, two baths, two bedrooms, ; a den, and a garage, all at ground level; may also have an optional sitting room. .-'---' "'--'--'._'-

! PE") (Promenade) : Contains a kitchen, living room, dining room, two baths, two bedrooms,

I i a den, and a garage, all at ground level; may also contain an optional I sitting room.

UNIT PAR VALVES

r--! Type ; AE t:=-

~ ~----~

BE 1.00 _. __ . , ·_-c-PZ 1.05 CE 1.05 -'._.-I---'~'--' PO 1.10 DL 1.10 PE 1.10

(I) Developer currently anticipates that these unit types may be constructed; however, Developer makes no assurances I>,hatsoever that any of these Unit Types shall be constructed.

00004659 Vol' 8359 P., 130

EXHIBIT "D"

RULES OF ARBITRATION

The Rules of Arbitration are as set forth in the American Arbitration Association Rules and Procedure in effect at time of submission of the Claim to Arbitration.