Waterside Estates Covenants

DECLARATION OF COVENANTS, RESTRICTIONS AND EASEMENTS FOR

WATERSIDE

RECORDED AT DEED BOOK 1335, PAGE 312, BARTOW COUNTY, GEORGIA RECORDS.

DECLARATION OF COVENANTS, RESTRICTIONS AND EASEMENTS FOR WATERSIDE

TABLE OF CONTENTS

Page number

ARTICLE I DEFINITIONS 5

1.01 Association 5

1.02 Board 5

1.03 By-Laws 5

1.04 Commencement Date 5

1.05 Common Property 5

1.06 Declarant 5

1.07 Development-Wide Standard 5

1.08 Lot 5

1.09 Member 6

1.10 Membership 6

1.11 Owner 6

1.12 Property 6

1.13 Residence 6

1.14 Restrictions 6

1.15 Structure 6

ARTICLE II COMMON PROPERTY 6

2.01 Conveyance of Common Property 6

2.02 Right of Enjoyment 7

2.03 Rights of the Association 7

2.04 Conveyance of Common Property by Declarant to Association 8

2.05 Types of Common Property 8

2.06 Delegation of Use 8

2.07 Maintenance 9

ARTICLE III WATERSIDE HOMEOWNERS ASSOCIATION 9

3.01 Purposes, Powers and Duties 9

3.02 Membership in the Association 9

3.03 Voting Rights 9

3.04 Board of Directors 10

3.05 Suspension of Membership 10

3.06 Termination of Membership 10

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3.07 Voting Procedures 10

3.08 Control by Declarant 10

ARTICLE IV ASSESSMENTS 11

4.01 Covenant for Assessments and Creation of Lien and Personal Obligation 11

4.02 Purpose of Assessment 12

4.03 Accumulation of Funds Permitted 12

4.04 Annual Assessment 12

4.05 Special Assessments for Capital Improvements 13

4.06 Assessment Procedure 13

4.07 Uniform Rate of Assessment 14

4.08 Contribution by Declarant 14

4.09 Effect of Nonpayment of Assessments 14

4.10 Certificate of Payment 14

4.11 Approval by Declarant 14

4.12 Specific Assessments 14

ARTICLE V ARCHITECTURAL CONTROL 15

5.01 Architectural Control Committee 15

5.02 Purpose, Powers and Duties of the ACC 15

5.03 Officers, Subcommittees and Compensation 15

5.04 Operations of the ACC 16

5.05 Design Standards 17

5.06 Submission of Plans and Specifications 17

5.07 Approval of Plans and Specifications 17

5.08 Disapproval of Plans and Specifications 18

5.09 Obligation to Act. 18

5.10 Inspection Rights 18

5.11 Violations 18

5.12 Certification of Compliance 19

5.13 Fees 19

5.14 Disclaimer as to ACC Approval 19

ARTICLE VI GENERAL COVENANTS AND RESTRICTIONS 20

6.01 Application 20

6.02 Restriction of Use 20

6.03 Resubdivision of Property 20

6.04 Erosion Control 20

6.05 Landscaping 20

6.06 Trees 20

6.07 Temporary Buildings 20

6.08 Signs 21

6.09 Set Backs 21

6.10 Fences 21

6.11 Roads and Driveways 21

6.12 Antennae, Etc 21

6.13 Clotheslines, Garbage Cans, Etc 21

6.14 Maintenance 21

6.15 Recreational Vehicles and Trailers 22

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6.16 Recreational Equipment 22

6.17 Non-Discrimination 22

6.18 Animals 22

6.19 Solid Waste 22

6.20 Nuisances 23

ARTICLE VII EASEMENTS, ZONING AND OTHER RESTRICTIONS 23

7.01 Easements 23

7.02 Easement Area 23

7.03 Entry 23

7.04 Zoning and Private Restrictions 24

ARTICLE VIII ENFORCEMENT 24

8.01 Right of Enforcement 24

8.02 Right of Abatement 24

8.03 Specific Performance 25

8.04 Collection of Assessments and Enforcement of Lien 25

8.05 No Waiver 26

ARTICLE IX DURATION AND AMENDMENT 26

9.01 Duration 26

9.02 Amendments by Declarant 26

9.03 Amendments by Association 27

ARTICLE X ANNEXATION 27

ARTICLE XI MISCELLANEOUS 28

11.01 No Reverter 28

11.02 Severability 28

11.03 Headings 28

11.04 Gender 28

11.05 Notices 28

11.06 No Liability 28

11.07 Insurance 29

11.08 Special Water District 30

ARTICLE XII MORTGAGEE PROVISIONS 30

12.01 Notices of Action 30

12.02 Special FHLMC Provision 30

12.03 No Priority 31

12.04 Notice to Association 31

12.05 Amendment by Board 31

12.06 Applicability of Article XII 31

12.07 Failure of Mortgagee to Respond. 31

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DECLARATION

OF COVENANTS, RESTRICTIONS AND EASEMENTS

FOR WATERSIDE

THIS DECLARATION OF COVENANTS, RESTRICTIONS AND EASEMENTS FOR WATERSIDE is

made this _____ day of __________________, 2000, by DBD ENTERPRISES, INC. (hereinafter

referred to as Declarant).

BACKGROUND STATEMENT

Declarant is the owner of certain real property in Bartow County, Georgia, which is more particularly

described on Exhibit "A", attached hereto and made a part hereof.

Declarant intends to develop on the real property described above, a development to be

known as WATERSIDE (hereinafter referred to as the Development). Declarant intends by this

Declaration to impose mutually beneficial Restrictions under a general plan of improvement for the

benefit of all owners of residential property within WATERSIDE, the planned unit development made

subject to this Declaration, by the recording of this Declaration and amendments thereto. Declarant

desires to provide a flexible and reasonable procedure for the overall development of WATERSIDE.

Declarant also desires to establish a method of administration, maintenance, preservation, use and

enjoyment of the property that is now or hereafter subjected to this declaration and certain other

properties described in this Declaration.

Declarant has caused the Association (as hereinafter defined) to be formed as a non-profit

civic organization to perform certain functions for the common good and general welfare of the

Owners (as hereinafter defined).

Declarant hereby declares that all of the real property described above shall be held, sold and

conveyed subject to this Declaration of Covenants, Restrictions and Easements, which is for the

purpose of enhancing and protecting the value, desirability and attractiveness of the Property (as

hereinafter defined). The Covenants, Restrictions and Easements set forth herein shall run with the

Property, and shall be binding on all parties having or acquiring any right, title or interest in the

Property or any part thereof, and shall, subject to the limitations herein provided, inure to the benefit

of each Owner, his heirs, grantees, distributees, successors and assigns and to the benefit of the

Association.

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ARTICLE I

DEFINITIONS

The following words, when used in the Declaration of Covenants, Restrictions and Easements, shall

have the following meanings:

1.01 ASSOCIATION. "Association" means Waterside at Red Top Homeowners Association, Inc. (a

non-profit, nonstock, membership corporation organized under the Georgia Non-profit Corporation

Code), its successors and assigns.

1.02 BOARD. "Board" means the Board of Directors of the Association.

1.03 BY-LAWS. "By-Laws" means the By-Laws of the Association.

1.04 COMMENCEMENT DATE. "Commencement Date" means the date on which the first

Residence is sold to a third party other than Declarant or the builder of such Residence.

1.05 COMMON PROPERTY. "Common Property" means all real property (together with any and all

improvements now or hereafter located thereon) owned by the Association or in certain instances

over which the Association has been granted permanent easements, for the common use and enjoyment

of the Owners.

1.06 DECLARANT. "Declarant" means DBD ENTERPRISES, INC., a Georgia corporation, and its

successors-in-title and assigns, provided any such successor-in-title or assigns shall acquire for the

purpose of development or sale all or any portion of the remaining undeveloped or unsold portions

of the real property described in Exhibit "A", or the real property which may become part of the

Development, and provided further, in the instrument of conveyance to any such successor-in-title or

assign, such successor-in-title or assign is designated as the "Declarant"' hereunder by the grantor

of such conveyance, which grantor shall be the Declarant hereunder at the time of such conveyance;

provided, further, upon such designation of successor Declarant, all rights and obligations

of the former Declarant in and to such status as Declarant hereunder shall cease, it being understood

that as to all of the property described in Exhibit "A", attached hereto, and which is now or

hereafter subjected to this Declaration, there shall be only one person or legal entity entitled to exercise

the rights and powers of the Declarant hereunder at any one time.

1.07 DEVELOPMENT-WIDE STANDARD. "Development-Wide Standard" shall mean the standard of

conduct, maintenance or other activity generally prevailing in the Development. Such standard may

be more specifically determined by the Board and by committees required or permitted to be established

pursuant to the declaration and By-laws. Such determination, however, must be consistent

with the Development-Wide Standard originally established by the Declarant.

1.08 LOT. "Lot" means any parcel of land shown upon a subdivision plat recorded in the Office of

the Clerk of the Superior Court of Bartow County, covering any portion of the Property, provided,

however, that no portion of the Common Property shall ever be a Lot except as provided in Section

2.05.

1.09 MEMBER. "Member" means any member of the Association.

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1.10 MEMBERSHIP. "Membership" means the collective total of all Members of the Association.

1.11 OWNER. "Owner" means the record owner (including Declarant), whether one or more persons

or entities, of a fee simple title to any Lot; provided, however, that where fee simple title has

been transferred and is being held merely as security for the repayment of a loan, the person or

entity who would own the lot in fee simple if such loan were paid in full shall be considered the

Owner.

1.12 PROPERTY. "Property" means that certain real property hereinabove described together with

such additional real property as may be subjected to the provisions of this Declaration in accordance

with the provisions of Article X hereof.

1.13 RESIDENCE. "Residence" shall mean a structure situated upon a Lot intended for use and

occupancy as a residence for a single family. Residence shall include all portions of the land (the

Lot) owned as a part of the structure described above. A structure and the land owned as a part

thereof (the Lot) shall not become a Residence until a certificate of occupancy shall have been

issued by the appropriate governmental authorities as a pre-requisite to the occupancy of such

Residence and until the Lot and structure located thereon shall have been conveyed to a third party

other than the builder thereof.

1.14 RESTRICTIONS. "Restrictions" means all covenants, restrictions, easements, charges, liens

and other obligations created or imposed by this Declaration.

1.15 STRUCTURE. "Structure" means:

(a) any thing or object the placement of which upon any Lot may affect the appearance of

such Lot, including by way of illustration and not limitation, any building or part thereof, garage,

porch, shed, greenhouse or bathhouse, coop or cage, covered or uncovered patio, swimming pool,

fence, curbing, paving, wall, tree, shrub (and all other forms of landscaping), sign, signboard, temporary

or permanent living quarters (including any house trailer) or any other temporary or permanent

improvement to such lot;

(b) any excavation, grading, fill, ditch, diversion dam or other thing or device which affects or

alters the natural flow of surface waters from, upon or across any Lot, or which affects or alters the

flow of any waters in any natural or artificial creek, stream, wash or drainage channel from, upon or

across any Lot; and,

subsection (b) of this Section 1.15 applies to such change.

ARTICLE II

COMMON PROPERTY

2.01 CONVEYANCE OF COMMON PROPERTY.

(a) The Declarant may from time to time convey to the Association or grant easements to the

Association, at no expense to the Association and in accordance with this Section, real and personal

property for the common use and enjoyment of the Owners (such real and personal property is

hereinafter collectively referred to as "Common Property") and, to the extent set forth in this

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Declaration of Covenants, Restrictions, and Easements, the general public. The Association hereby

covenants and agrees to accept from the Declarant all such conveyances of Common Property.

(b) It is contemplated by the Declarant that the Declarant will convey to the Association

Common Property for scenic and natural area preservation and for general recreational use, to

include facilities for tennis, lake use and exercise. Declarant may, at Declarant's sole discretion,

modify, alter, increase, reduce and otherwise change the Common Property contemplated to be conveyed

to the Association in accordance with this subsection (b) of this Section 2.01 at any time prior

to conveyance of such common Property to the Association.

may convey to the Association in accordance with this Section 2.01 such other real and personal

property as the Declarant may determine to be necessary or proper for the completion of the

Development.

(d) Notwithstanding any legal presumption to the contrary, the fee title to, and all rights in, any

portion of the Property owned by the Declarant and designated as Common Property or designated

for public use shall be reserved to the Declarant until such time as the same shall be conveyed to

the Association or to any municipality or other governmental body, agency or authority.

2.02 RIGHT OF ENJOYMENT. Every Owner of a Residence shall have a right and easement to use

and enjoy the Common Property, which right shall be appurtenant to and shall pass with the title to

every Lot upon transfer; provided, however, that no Owner shall do any act which interferes with the

free use and enjoyment of the Common Property by all other Owners. The Association may permit

persons who are not Owners of Residences to use and enjoy part or all of the Common Property

subject to such limitations, and upon such terms and conditions, as it may from time to time establish.

The right and easement of enjoyment granted or permitted by this Section 2.02 is subject to

suspension by the Association as provided in Sections 2.03 (f) and 3.05.

2.03 RIGHTS OF THE ASSOCIATION. The rights and privileges conferred in Section 2.02 hereof

shall be subject to the right, and where applicable, the obligation, of the Association, acting through

the Board to:

(a) promulgate rules and regulations relating to the use, operation and maintenance of the

Common Property;

(b) borrow money for the purpose of carrying out the activities of the Association, including

the acquisition, construction, improvement, equipping and maintenance of Common Property, and in

aid thereof to encumber by deed to secure debt, mortgage or other security interest any or all of the

association's property, including Common Property and revenues from assessments, user fees and

other sources; and provided, however, that, during the period when the Declarant has the right to

appoint members of the Board, the Association shall not deed, grant or convey to anyone any mortgage,

deed to secure debt or other security interest, on or in Common Property constituting real

estate without approval by Declarant and a two-thirds (2/3) vote of the Members who are present in

person or by proxy and voting at a meeting of Members duly held in accordance with the By-Laws of

the Association;

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body, agency or authority, to any quasi-public agency or to any utility company or cable

television system;

(d) dedicate or transfer all or any part of the Common Property or interests therein to any

municipality or other governmental body, agency or authority for such purposes and, subject to such

provisions and conditions as may be agreed upon by the Association and such grantee, including a

provision that such property or interest shall, if such dedication or transfer is approved by two-thirds

(2/3) vote of the Members who are present in person or by proxy and voting at a meeting of

Members duly held in accordance with the By-Laws of the Association, cease to be subject to this

Declaration or all or any part of the Restrictions while held by any such municipality or other governmental

body, agency or authority.

(e) charge reasonable fees in connection with the admission to and use of facilities or services

by Members and non-members; provided that in setting any such fee the Board may establish

reasonable classifications which shall be uniform within each such class but need not be uniform

between such classes;

(f) suspend, pursuant to Section 3.05, the voting rights of any Member and the right of enjoyment

granted or permitted by Section 2.02;

(g) to sell, lease or otherwise convey all or any part of its properties and interests therein;

(h) enforce all applicable provisions of valid agreements of the Association relating to the

Common Property or any part thereof; and,

(i) maintain any and all landscaping treatments previously installed by the Declarant, to the

extent that such landscaping is not otherwise maintained by the appropriate county and/or municipal

entity having jurisdiction over the roads for Bartow County, Georgia.

2.04 CONVEYANCE OF COMMON PROPERTY BY DECLARANT TO ASSOCIATION. Declarant

may transfer or convey to the Association any personal property and any improved or unimproved

property, leasehold, easement or other property interest which is or may be subjected to the terms of

this Declaration. Such conveyance shall be accepted by the Association, and the property shall

thereafter be Common Property to be maintained by the Association for the benefit of all of its

Members.

2.05 TYPES OF COMMON PROPERTY. At the time of the conveyance of any real property or

grant of easement by Declarant to the Association to be used as Common Property, Declarant shall

designate in the deed of conveyance or easement that such real property is to be Common

Property, and further may designate in the deed of conveyance or easement the specific or general

purpose or purposes for which such real property or any portion thereof may be used, and in such

event, such real property or portion thereof shall not, without a two-thirds (2/3) vote of the Members

of the Association, be used for any different purpose or purposes without the prior written consent of

Declarant.

2.06 DELEGATION OF USE. Any Owner may delegate to the members of his family or his tenants

who reside on a Lot, in accordance with the By-Laws, his right to use and enjoy the Common

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Property.

2.07 MAINTENANCE. The Association shall maintain and keep in good repair the Common

Property. This maintenance shall include, without limitation, maintenance, repair and replacement,

subject to any insurance then in effect, of all landscaping and improvements situated on the

Common Property. In addition, the Association shall maintain grass and other landscaping located

along or in dedicated rights of way which were installed and maintained by Declarant, to the extent

permitted by the applicable governmental authority. The foregoing maintenance shall be performed

consistent with the Development-Wide Standard.

The Association shall also have the right, but not the obligation to maintain and provide services

for other property not owned by the Association whether located within or without the boundaries

of the Community, and to enter into easements and covenants to share cost agreements

regarding such property where the Board has determined that this would benefit the Owners.

ARTICLE III

WATERSIDE HOMEOWNERS ASSOCIATION

3.01 PURPOSES, POWERS AND DUTIES OF THE ASSOCIATION. The Association shall be

formed as a non-profit, civic organization for the sole purpose of performing certain functions for the

common good and general welfare of the people of the Development. The Association shall have

no power or duty to do or perform any act or thing other than those acts and things which will promote

in some way the common good and general welfare of the people of the Development. To the

extent, and only to the extent, necessary to carry out such purpose, the Association (a) shall have all

of the powers of a corporation organized under the Georgia Nonprofit Corporation Code and (b)

shall have the power and duty to exercise all of the rights, powers and privileges and to perform all

of the duties and obligations of the Association as set forth in this Declaration.

3.02 MEMBERSHIP IN THE ASSOCIATION. Every Owner shall automatically be a member of the

Association and such membership shall terminate only as provided in this Declaration of Covenants,

Restrictions and Easements. For purposes of voting, there shall be two (2) classes of Members as

set forth in Section 3.03.

3.03 VOTING RIGHTS.

(a) Each Owner of a Residence, with the exception of Declarant, shall be a class A Member

and shall be entitled to one (1) Class A Vote per Residence. Where such Owner is a group or entity

other than one individual person, the vote on behalf of such Owner shall be exercised only by such

individual person as shall be designated in a proxy instrument duly executed by or on behalf of such

group or entity and delivered to the secretary of the Association.

(b) Declarant shall be the sole Class B Member and shall be entitled to three (3) votes for

each Lot owned. Subject to the terms and conditions of subsection (c) of this Section 3.03, the

Class B Membership shall cease and be converted to Class A Membership when the total number of

votes outstanding in the Class A Membership equals the total number of votes outstanding in the

Class B Membership.

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unequal numbers of Lots. Each such phase will be platted of record in the Office of the Clerk of the

Superior Court of Bartow County in accordance with Article X of this Declaration. Declarant shall

notify the Association in writing when the final phase of the Development has been so platted of

record. By acceptance of a deed conveying a Lot, each Owner acknowledges that, upon the filing

by Declarant of the subdivision plats covering such phases, the total votes outstanding in the

Association will automatically increase based upon the number of Lots in the phases added and in

accordance with the formula set forth in subsection (b) of this Section 3.03 and in no event shall

Class B Membership cease and be converted to Class A Membership (as provided in subsection (b)

of this Section 3.03) until after the Association receives the written notice provided for in the preceding

sentence; provided, however, nothing contained herein shall obligate the Declarant to develop

any proposed phase of the Development unless such phase is subjected to this Declaration.

3.04 BOARD OF DIRECTORS. The affairs of the Association shall be managed by a Board of

Directors. The number of Directors and the method of election of Directors shall be set forth in the

By-Laws of the Association.

3.05 SUSPENSION OF MEMBERSHIP. The Board may suspend the voting rights of any Member

and the right of enjoyment of the Common Property of any person who:

(a) shall be subject to the Right of Abatement, as defined in Section 8.02 by reason of having

failed to take the reasonable steps to remedy a violation or breach of either the Restrictions or the

Design Standards of the ACC (as herein defined) within thirty (30) days after having received notice

of the same pursuant to the provisions of Section 5.11, 6.14, or 8.02 hereof:

(b) shall be delinquent in the payment of any assessment levied by the Association pursuant

to the provisions of Article IV hereof; or,

operation and maintenance of Common Property. Such suspension shall be for the balance of the

period in which said Member or person shall remain in violation, breach or default, as aforesaid,

except that in the case of a violation described in this subsection (c) of this Section 3.05, the suspension

may be for a period not to exceed 60 days after the cure or termination of such violation.

No such suspension shall prevent an Owner's ingress and egress to and from his Lot.

3.06 TERMINATION OF MEMBERSHIP. Membership shall cease only when a person ceases to be

an Owner.

3.07 VOTING PROCEDURES. The procedures for the election of Directors of the Association and

the resolution of such other issues as may be brought before the membership of the Association

shall be governed by this Declaration, the Georgia Nonprofit Corporation Code, the Articles of

Incorporation of the Association, and the By-Laws of the Association, as each shall from time to time

be in force and effect.

3.08 CONTROL BY DECLARANT.

(a) Notwithstanding any other language or provision to the contrary in this Declaration, in the

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Articles of Incorporation, or in the Bylaws of the Association, Declarant hereby retains the right to

appoint and remove any members of the Board of the Association and any officer or officers of the

Association until such time as the first of the following events shall occur: (i) the expiration of ten

(10) years after the date of the recording of this Declaration; (ii) the date upon which all of the

Residences intended by Declarant to be a part of the Development have been conveyed by

Declarant to Owners other than a person or persons constituting Declarant; or (iii) the surrender by

Declarant of the authority to appoint and remove directors and officers by an express amendment to

this Declaration executed and recorded by Declarant, provided, however, that the Owners shall be

entitled to elect certain members of the Board of the Association in accordance with the terms of the

By-Laws of the Association which shall not be removable by the Declarant acting alone.

(b) Upon the expiration of the period of Declarant's right to appoint and remove directors and

officers of the Association pursuant to the provisions of this Section, such right shall automatically

pass to the Owners, including Declarant if Declarant then owns one or more Lots; and a special

meeting of the Association shall be called at such time. As such special meeting the Owners shall

elect a new Board of Directors which shall undertake the responsibilities of the Board and Declarant

shall deliver the books, accounts, and records, if any, which Declarant has kept on behalf of the

Association and any agreements or contracts executed by or on behalf of the Association during

such period which Declarant has in its possession. Each Owner by acceptance of a deed to or

other conveyances of a Lot vests in Declarant such authority to appoint and remove directors and

officers of the Association as provided in this Section. The Association may exercise any other right

or privilege given to it expressly by this Declaration or by law and any other right or privilege reasonably

to be implied from the existence of any right or privilege given to it herein or reasonably necessary

to effectuate any such right or privilege.

ARTICLE IV

ASSESSMENTS

4.01 COVENANT FOR ASSESSMENTS AND CREATION OF LIEN AND PERSONAL OBLIGATION.

Each owner of a Residence, jointly and severally, for himself, his heirs, distributees, legal

representatives, successors and assigns, by acceptance of a deed for a Residence, whether or not

the covenants contained herein shall be expressed in any such deed, hereby covenants and agrees

as follows:

(a) to pay to the Association the annual assessments which may or shall be levied by the

Association pursuant to this Declaration against all Residences owned by him;

(b) to pay to the Association any special assessments for capital improvements and other

charges which may or shall be levied by the Association pursuant to this Declaration against all

Residences owned by him;

him against which all such assessments are made to secure payment of such assessments and any

interest thereon as provided in Section 4.09 hereof and costs of collection including reasonable

attorneys' fees;

(d) that such continuing charge and lien on such Residence binds such Residence in the

hands of the then Owner, and the Owner's heirs, devisees, legal representatives, successors and

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assigns. Such charge and lien is superior to any and all charges, liens or encumbrances which may

hereafter in any manner arise or be imposed upon such Lots whether arising from or imposed by

judgment or decree or by any agreement, contract, mortgage, deed to secure debt, or other instrument,

except (i) such liens for taxes or other public charges as are by applicable law made superior,

and (ii) all deeds to secure debt given to secure a loan the proceeds of which are used (1) to purchase

a Residence or Residences (together with any or all Structures which may from time to time

be placed or located thereon), and (2) to finance the construction, repair or alteration of Structures.

(e) that no sale or transfer at foreclosure or in lieu of foreclosure shall relieve any Residence

from liability for any assessment thereafter assessed;

(f) that all annual, special and specific assessments (together with interest thereon as provided

in Section 4.09 of this Declaration and costs of collection including reasonable attorneys' fees)

levied against any Residence owned by him during the period that he is an Owner shall be (in addition

to being a continuing charge and lien against such Residence as provided in Section 4.01(c) of

this Declaration) a personal obligation which will survive any sale or transfer of the Residence

owned by him; provided, however, that such personal obligation for delinquent assessments shall

not pass to an Owner's successor in title unless expressly assumed by such successor.

4.02 PURPOSE OF ASSESSMENT. The assessment levied by the Association shall be used

exclusively for the purpose of providing for the common good and general welfare of the people of

the new community of the Development, including, but not limited to, security, the acquisition, construction,

improvement, maintenance and equipping of Common Property, the enforcement of the

Restrictions contained in this Declaration, the enforcement of the Design Standards of the ACC, the

payment of operating costs and expenses of the Association and the payment of all principal and

interest when due on all debts owed by the Association.

4.03 ACCUMULATION OF FUNDS PERMITTED. The Association shall not be obligated to spend

in any calendar year all the sums collected in such year by way of annual assessments or otherwise,

and may carry forward, as surplus, any balances remaining; nor shall the Association be obligated

to apply such surplus to the reduction of the amount of the Annual Assessments in any succeeding

year, but may carry forward from year to year such surplus as the Board may deem to be

desirable for the greater financial security of the Association and the effectuation of its purposes.

4.04 ANNUAL ASSESSMENT.

(a) Beginning on the Commencement Date and continuing thereafter until January 1 of the

year immediately following the Commencement Date, each Residence shall be subject to an annual

assessment of Eight Hundred Dollars ($ 800.00) per Lot. In the event that the Commencement

Date falls on a day other than January 1, the annual assessment for such year shall be prorated so

that each Owner pays all annual assessment proportional to the number of days remaining in the

calendar year. The words Assessment Year as used herein shall mean the calendar year with the

first Assessment Year commencing on January 1 of the year immediately following the

Commencement Date. For so long as Declarant has the right to appoint and remove Directors and

Officers of the Association, the annual assessment shall not be reduced below $ 800.00 without written

consent of Declarant.

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(b) Commencing with the first Assessment Year and continuing thereafter, the annual assessment

may be increased at any time and from time to time during each Assessment Year not more

than ten percent (10%) above the annual assessment for the previous Assessment Year without a

vote of the Membership.

for each Assessment Year may at any time and from time to time be increased more than ten

percent (10%) above the maximum annual assessment for the previous Assessment Year if such

increase is approved by a two-thirds (2/3) vote of the Members of the Association who are present in

person or by proxy and voting at a meeting of Members duly held in accordance with the provisions

of the By-Laws of the Association and this Declaration.

4.05 SPECIAL ASSESSMENTS FOR CAPITAL IMPROVEMENTS. In addition to the annual

assessments authorized by this Article IV, the Association may levy, in any Assessment year and

with such frequency as the Association shall deem necessary, special assessments for the purpose

of paying, in whole or in part, the cost of any construction, reconstruction, repair or replacement of a

capital improvement on the Common Property. Such special assessments may be levied by the

Board in any Assessment Year without the approval of the Members, which special assessments in

the aggregate do not exceed an amount equal to the annual assessment then in effect. Special

assessments exceeding said amount shall require the approval of two-thirds (2/3) of the Members of

the Association who are present in person or by proxy at a meeting of Members duly held in accordance

with the provisions of the By-Laws of the Association and this Declaration.

4.06 ASSESSMENT PROCEDURE.

(a) The Board shall establish the annual assessment for each Assessment Year at an amount

not in excess of the maximum annual assessment as determined by the provisions of this Article IV,

and shall also establish the date during the Assessment Year on which the annual assessment shall

be due and payable (such date is hereinafter referred to as the Due Date). The Board shall also

establish an annual budget which shall list the estimated operating expenses and shall contain a

reasonable amount to be set aside each year into a reserve allowance sufficient for reasonably

anticipated future repair and replacement of the Common Property. The Board shall cause the

Association to send to each Owner at least thirty (30) days in advance of the Due Date written

notice setting forth the amount of the annual assessment and the Due Date. The annual assessment

shall become due on the thirtieth (30th) day following such written notice or the Due Date,

whichever is later. The Board may establish reasonable payment procedures to allow or require

payment of the annual assessment in installments during the Assessment Year. The Board shall

also establish payment procedures for payment of any special assessments for capital improvements

which may be levied in accordance with the provisions of this Article IV.

(b) All Members of the Association shall be given written notice by the Board not less than

thirty (30) nor more than sixty (60) days in advance of any meeting of the Members of the

Association at which the Board shall propose taking action pursuant to Section 4.04(c) and Section

4.05 of this Article IV. Such written notice shall specify under which Section or Sections the Board

will propose action. At such meeting, the presence of Members or of proxies entitled to cast fifty

percent (50%) of the total votes outstanding shall constitute a quorum. If the required quorum is not

present at such meeting, a second meeting may be called by the Board subject to the same notice

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requirement, and the required quorum at such second meeting shall be thirty percent (30%) of the

total votes outstanding. No such second meeting shall be held more than sixty (60) days following

the first meeting.

4.07 UNIFORM RATE OF ASSESSMENT. Both annual and special assessments must be fixed at

a uniform rate for all Residences.

4.08 CONTRIBUTION BY DECLARANT. For so long as Declarant has the authority to appoint and

remove Directors and Officers of the Association, Declarant shall not be liable for the payment of

any assessments. Provided, however, during said period Declarant shall advance funds to the

Association sufficient to satisfy the deficit, if any, between the actual operating expenses of the

Association (but specifically not including an allocation for the reserve allowance), and the sum of

annual, special and specific assessments collected by the Association in any Assessment Year, and

such advances shall be evidenced by promissory notes from the Association to Declarant.

4.09 EFFECT OF NONPAYMENT OF ASSESSMENTS. Any Assessment which is not paid on or

before the Due Date shall bear interest after the Due Date at the lower of the highest legal rate of

interest which can be charged or the rate of eighteen percent (18%) per annum or at such rate as

the Board may from time to time establish, provided, however, that in no event shall the Board have

the power to establish a rate of interest in violation of the laws of the State of Georgia. In the event

of default in the payment of any one or more installments of an assessment, the Board may declare

any remaining balance of the assessment at once due and payable. In the event that an Owner

shall fail to pay fully any portion of any assessment prior to the date on which payment is due, such

unpaid portion (including any remaining balance declared immediately due and payable in accordance

with the preceding sentence), together with interest and costs of collection including reasonable

attorneys' fees, shall be a binding personal obligation of such Owner, as well as a lien on such

Owner's Residence, enforceable in accordance with the provisions of this Declaration.

4.10 CERTIFICATE OF PAYMENT. Upon written demand by an Owner, the Association shall within

a reasonable period of time issue and furnish to such Owner a written certificate stating that all

assessments (including penalties, interest and costs, if any) have been paid with respect to any Lot

owned by said Owner as of the date of such certificate, or that all assessments, interest and costs

have not been paid, setting forth the amount then due and payable. The Association may make a

reasonable charge for the issuance of such certificate. Any such certificate, when duly issued as

herein provided, shall be conclusive and binding with regard to any matter therein stated as between

the Association and any bona fide purchaser of, or lender on, the Lot in question.

4.11 APPROVAL BY DECLARANT. Notwithstanding anything to the contrary contained herein, no

special assessment shall be made without approval of Declarant for so long as Declarant has the

right to appoint officers and directors of the Association.

4.12 SPECIFIC ASSESSMENTS. The Board shall have the power to specifically assess pursuant

to this Section as, in its discretion, it shall deem appropriate. Failure of the Board to exercise its

authority under this Section shall not be grounds for any action against the Association or the Board

and shall not constitute a waiver of the Board's right to exercise its authority under this Section in

the future with respect to any expenses, including an expense for which the Board has not previously

exercised its authority under this Section. The Board may specifically assess Owners for the following

expenses, except for expenses incurred for maintenance and repair of items which are the

maintenance responsibility of the Association as provided herein:

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(a) Expenses of the Association which benefit less than all of the Residences, which may be

specifically assessed equitably among all of the Residences which are benefitted according to the

benefit received;

(b) Expenses incurred by the Association pursuant to Section 6.14 hereof; and,

By-Laws.

ARTICLE V

ARCHITECTURAL CONTROL

5.01 ARCHITECTURAL CONTROL COMMITTEE - CREATION AND COMPOSITION.

(a) An Architectural Control Committee (the ACC) shall be established consisting of not less

than three (3) or more than five (5) individuals, provided, however, that the ACC shall always have

an uneven number of members. Notwithstanding anything to the contrary contained herein,

Declarant shall have the right, but not the obligation, to appoint all members of the ACC until the

plans for all of the Residences for all of the Lots in the Development have been approved by the

ACC. Thereafter, the Board shall appoint the members of the ACC. All costs of operating the ACC,

may, at the discretion of Declarant, be borne by the Association.

(b) Each initial member of the ACC shall be appointed for a term expiring on December 31,

2000. If any vacancy shall occur in the membership of the ACC by reason of death, incapacity, resignation,

removal or otherwise, the remaining members of the ACC shall continue to act and such

vacancy shall subject to the provisions of 5.01(a) be filled by the Declarant (or Board if at the time

the Board has the right to appoint members of the ACC) at the earliest possible time. Any ACC

member may resign at any time by giving written notice of such resignation to the Chairman of the

ACC and such resignation shall take effect on receipt thereof by the Chairman. Any member of the

ACC may be removed at any time with or without cause by the Declarant (or Board if at the time the

Board has the right to appoint members of the ACC).

5.02 PURPOSE, POWERS AND DUTIES OF THE ACC. The purpose of the ACC is to assure that

any installation, construction or alteration of any Structure on any Lot shall be submitted to the ACC

for approval (i) as to whether the proposed installation, construction or alteration is in conformity and

harmony of external design and general quality with the existing standards of the neighborhood and

with the standards of the WATERSIDE, and (ii) as to the location of Structures with respect to topography,

finished ground elevation and surrounding Structures. To the extent necessary to carry out

such purpose, the ACC shall have all of the powers and duties to do each and every thing necessary,

suitable, convenient or proper for, or in connection with, or incidental to, the accomplishment of

such purpose, including, without being limited to, the power and duty to approve or disapprove plans

and specifications for any installation, construction or alteration of any Structure on any Lot.

5.03 OFFICERS, SUBCOMMITTEES AND COMPENSATION. The members of the ACC shall

appoint a Chairman from among their number and may appoint from among their number such other

officers and subcommittees of members of the ACC as they shall from time to time determine necessary.

The members of the ACC shall be reimbursed by the Association for traveling expenses and

other reasonable out-of-pocket costs incurred in the performance of their duties as members of the

ACC.

page 15

5.04 OPERATIONS OF THE ACC.

(a) MEETINGS. The ACC shall hold regular meeting at least once every three (3) months or

more often as may be established by the ACC. Special meetings may be called by the Chairman

and shall be called by the Chairman upon the written request of a majority of the members of the

ACC then in office. Regular and special meetings of the ACC shall be held at such time and at such

place as the ACC shall specify. Notice of each regular or special meeting of the ACC shall be

mailed to each member thereof at his Residence or at his usual place of business at least three (3)

days before the day the meeting is to be held. Notice of regular and special meetings need not

specify the purpose or purposes for which the meeting is called. Notice of a meeting need not be

given to any member of the ACC who signs a waiver of notice either before or after the meeting.

Attendance of a member of the ACC at a meeting shall constitute a waiver of notice of such meeting

and shall constitute a waiver of any and all objections to the place of the meeting, the time of the

meeting, or the manner in which it has been called or convened, except when the member states at

the beginning of the meeting any such objection or objections to the transaction of business. Except

as otherwise provided herein, the act of a majority of the members of the ACC present at any regular

or special meeting thereof at which a quorum is present shall constitute the act of the ACC. In

the absence of a quorum, any member of the ACC present at the time and place of the meeting may

adjourn the meeting from time to time until a quorum is present, and any business may be transacted

which might have been transacted at the meeting as originally called. The ACC shall maintain

both a record of votes and minutes for each of its meetings. The ACC shall make such records and

minutes available at reasonable places and times for inspection by Members of the Association and

by the Secretary. Any action required to be taken at a meeting of the ACC, or any action which may

be taken at a meeting of the ACC, may be taken without a meeting if written consent, setting forth

the action so taken shall be signed by all the members of the ACC and be filed within the minutes of

the proceedings of the ACC. Such consent shall have the same force and affect as a unanimous

vote, and may he stated as such in any document filed by the ACC.

(b) ACTIVITIES

(i) The ACC shall adopt and promulgate the Design Standards described in Section

5.05 hereof and shall, as required, make findings, determinations, rulings and orders with respect to

the conformity with said Design Standards of plans and specifications to be submitted for approval

to the ACC pursuant to the provisions of this Declaration. The ACC shall, as required, issue permits,

authorizations or approvals, which may include specified requirements or conditions, pursuant to the

provisions of this Declaration.

(ii) Any two (2) or more members of the ACC may be authorized by the ACC to exercise

the full authority of the ACC with respect to all matters over which the ACC has authority, as

may be specified by resolution of the ACC, except with respect to the adoption or promulgation of

the Design Standards. The unanimous action of the two (2) or more members with respect to the

matters specified shall be final and binding upon the ACC and upon any applicant for an approval,

permit, or authorization, subject, however, to review and modification by the ACC on its own motion

or appeal by the applicant to the ACC as provided in this paragraph (ii). Written notice of the decision

of such two (2) or more members shall, within five (5) working days thereof, be given to any

applicant for an approval, permit or authorization. The applicant may, within ten (10) days after

receipt of notice of any decision which he deems to be unsatisfactory, file a written request to have

the matter in question reviewed by the ACC. Upon the filing of any such request, the matter with

respect to which such request was filed shall be submitted to and reviewed promptly by the ACC,

but in no event later than (30) days after the filing of such request. The decision of a majority of the

members of the ACC with respect to such matter shall be final and binding.

page 16

5.05 DESIGN STANDARDS.

(a) The ACC shall from time to time adopt, promulgate, amend, revoke, and enforce guidelines

(the Design Standards) for the purpose of:

(i) governing the form and content of plans and specifications to be submitted to the

ACC for approval pursuant to the provisions of this Declaration;

(ii) governing the procedure for such submission of plans and specifications;

(iii) establishing guidelines with respect to the approval and disapproval of design features,

architectural styles, exterior colors and materials, details of construction, location and size of

Structures and all other matters that require approval by the ACC pursuant to this Declaration; and,

(iv) assuring the conformity and harmony of external design and general quality of

WATERSIDE.

(b) The ACC shall make a published copy of its current Design Standards readily available to

Members and prospective Members of the Association and to all applicants seeking the ACC's

approval.

5.06 SUBMISSION OF PLANS AND SPECIFICATIONS. No Structure shall be commenced, erected,

placed, moved onto or permitted to remain on any Lot, nor shall any existing Structure upon any

Lot be altered in any way which materially changes the exterior appearance of the Structure or Lot,

unless plans and specifications therefor shall have been submitted to and approved in writing by the

ACC. Such plans and

specifications shall be in such form and shall contain such information as may be reasonably

required by the ACC in the Design Standards, including, but not limited to:

(a) a site plan showing the location of all proposed and existing Structures on the Lot including

building setbacks, open space, driveways, walkways and parking spaces, including the number

thereof and all siltation and erosion control measures;

(b) a foundation plan;

(d) exterior elevations of all proposed Structures and alterations to existing Structures, as

such Structures will appear after all back-filling and landscaping are completed;

(e) specifications of materials, color scheme, lighting scheme and other details affecting the

exterior appearance of all proposed Structures and alterations to existing Structures; and,

(f) plans for landscaping and grading.

5.07 APPROVAL OF PLANS AND SPECIFICATIONS. Upon approval by the ACC of any plans and

specifications submitted pursuant to this Declaration, two (2) copies of such plans and specifications,

as approved, shall be deposited for permanent record with the ACC and a copy of such plans

and specifications bearing such approval, in writing, shall be returned to the applicant submitting the

same. Approval for use in connection with any Lot or Structure of any plans and specifications shall

not he deemed a waiver of the ACC's right, in its discretion, to disapprove similar plans and specifipage

cations or any features or elements included therein if such plans, specifications, features or elements

are subsequently submitted for use in connection with any other Lot or Structure. Approval of

any such plans and specifications relating to any Lot or Structure, however, shall be final as to that

Lot or Structure and such approval may not be revoked or rescinded thereafter, provided that there

has been adherence to, and compliance with, such plans and specifications, as approved, and any

conditions attached to any such approval.

5.08 DISAPPROVAL OF PLANS AND SPECIFICATIONS. The ACC shall have the right to disapprove

any plans and specifications submitted pursuant to this Declaration because of any of the following:

(a) the failure to include information in such plans and specifications as may have been reasonably

requested;

(b) the failure of such plans or specifications to comply with this Declaration or the Design

Standards;

installation, construction, or alteration of a Structure (i) to fail to be in conformity and harmony of

external design and general quality with the Standards of WATERSIDE as set forth in the Design

Standards or the Development-Wide Standard, or, (ii) as to location to be incompatible with topography,

finished ground elevation and surrounding Structures. In any case in which the ACC shall

approve the same only as modified or upon specified conditions, such disapproval or qualified

approval shall be accompanied by a statement of the grounds upon which such action was based.

In any such case the ACC shall, if requested, make reasonable efforts to assist and advise the applicant

in order that an acceptable proposal may be prepared and submitted for approval.

5.09 OBLIGATION TO ACT. The ACC shall take action on any plans and specifications submitted

as herein provided within thirty (30) days after receipt thereof. Approval by the ACC, if granted,

together with any conditions imposed by the ACC, shall be placed in writing on the plans and specifications

and shall be returned to the applicant. Failure by the ACC to take action within thirty (30)

days of receipt of plans and specifications submitted for approval shall be deemed approval of such

plans and specifications.

5.10 INSPECTION RIGHTS. Any employee or agent of the Association or ACC may, after reasonable

notice, at any reasonable time or times enter upon any Lot and Structure thereon for the purpose

of ascertaining whether the installation, construction, alteration or maintenance of any

Structure or the use of any Lot or Structure is in compliance with the provisions of this Declaration

and neither the Association nor the ACC, nor any such agent shall he deemed to have committed a

trespass or other wrongful act solely by reason of entry or inspection, provided such inspection is

carried out in accordance with the terms in this section.

5.11 VIOLATIONS. If any Structure shall be erected, placed, maintained or altered upon any Lot,

otherwise than in accordance with the plans and specifications approved by the ACC pursuant to the

provisions of this Article, such erection, placement, maintenance or alteration shall be deemed to

have been undertaken in violation of this Article and without the approval required herein. If in the

opinion of the ACC such violation shall have occurred, the ACC shall notify the Association and the

Board shall provide written notice to the Owner by certified mail, setting forth in reasonable detail the

page 18

nature of the violation and the specific action or actions required to remedy the violation. If the

Owner shall not have taken reasonable steps toward the required remedial action within thirty (30)

days after mailing of the aforesaid notice of violation, then the Association shall have the Right of

Abatement as provided in Section 8.02 hereof.

5.12 CERTIFICATION OF COMPLIANCE.

(a) Upon completion of the installation, construction or alteration of any Structure in accordance

with plans and specifications approved by the ACC, the ACC shall, upon written request of

the Owner thereof or upon the ACC's own initiative, issue a Certificate of Compliance, identifying

such Structure and the Lot upon which such Structure is placed and stating that plans and specifications

have been approved and that such Structure complies with such plans and specifications. A

copy of said Certificate shall be filed for permanent record with the plans and specifications on file

with the ACC.

(b) Any certificate of Compliance issued in accordance with the provisions of this Section

shall be prima facie evidence of the facts therein stated; and as to any purchaser or encumbrancer

in good faith and for value, or as to any title insurer, such certificate shall be conclusive evidence

that all Structures on the Lot comply with all the requirements of this Article, provided, however, that

the Certificate shall in no way be construed to certify the acceptability, sufficiency or approval by the

ACC of the actual construction of Structures or of the workmanship, or to represent or warrant to

anyone the quality, function or operation of the Structures or of any construction, workmanship, engineering,

materials or equipment. The issuance of the Certificate shall in no way be construed to

certify to any party that the Structures have been built in accordance with any applicable rule or regulation.

5.13 FEES. The ACC may impose and collect a reasonable and appropriate fee to cover the cost

of review of plans and of inspections performed pursuant to Section 5.10. The fee shall be established

from time to time by the ACC and published in the Design Standards.

5.14 DISCLAIMER AS TO ACC APPROVAL. Plans and specifications are not reviewed for engineering

or structural design or quality of materials, and by approving such plans and specifications

neither the ACC, the members thereof, nor the Association assumes liability or responsibility therefor,

nor for any defect in any structure constructed from such plans and specifications. Neither

Declarant, the Association, the ACC, the Board, nor the officers, directors, members, employees,

and agents of any of them shall be liable in damages to anyone submitting plans and specifications

to any of them for approval, or to any Owner of property affected by these Restrictions by reason of

mistake in judgment, negligence, or nonfeasance arising out of or in connection with the approval or

disapproval or failure to approve or disapprove any such plans or specifications. Every person who

submits plans or specifications and every Owner agrees that he will not bring any action or suit

against Declarant, the Association, the ACC, the Board, or the officers, directors, members, employees,

and agents of any of them to recover any such damages, and hereby releases, remises, quitclaims,

and covenants not to sue for all claims, demands, and causes of action arising out of or in

connection with any judgment, negligence, or nonfeasance, and hereby waives the provisions of any

law which provides that a general release does not extend to claims, demands, and causes of action

not known at the time the release is given.

page 19

ARTICLE VI

GENERAL COVENANTS AND RESTRICTIONS

6.01 APPLICATION. The covenants and restrictions contained in this Article VI shall pertain and

apply to all Lots and to all Structures erected or placed thereon.

6.02 RESTRICTION OF USE. Lots may be used for single-family residences only and for no other

purpose, provided that Declarant may operate a Sales Office and/or Model Home on a Lot or Lots

designated by Declarant.

6.03 RESUBDIVISION OF PROPERTY. No Lot may be split, divided, or subdivided for sale, resale,

gift, transfer, or otherwise, without the prior written approval of the ACC of plans and specifications

for such split, division or subdivision. Notwithstanding the foregoing, nothing herein shall prevent

Declarant or the Owners of any Lots from combining two or more Lots into one Lot for construction

of a single Residence thereon; provided, however, that such combined Lot may not be subdivided

thereafter; and, provided further, that the Owner of the Residence on such Lot shall be responsible

for annual and special assessments based upon the number of Lots combined into one Lot.

6.04 EROSION CONTROL. No activity which may create erosion or siltation problems shall be

undertaken on any Lot without the prior written approval of the ACC of plans and specifications for

the prevention and control of such erosion or siltation. The ACC may, as a condition of approval of

such plans and specifications, require the use of certain means of preventing and controlling such

erosion or siltation. Such means may include (by way of example and not of limitation), physical

devices for controlling the run-off and drainage of water, special precautions in grading and otherwise

changing the natural landscape and required landscaping as provided for in Section 6.05.

Guidelines for the prevention and control of erosion and siltation may be included in the Design

Standards of the ACC. No work, including clearing, grubbing or grading, shall be commenced on

any Lot unless and until all permissions have been granted by the ACC and the builder or Owner is

ready to commence construction of the Residence.

6.05 LANDSCAPING. No construction or alteration of any Structure shall take place without the

prior written approval by the ACC of plans and specifications for the landscaping to accompany such

construction or alteration. Guidelines for the landscaping to accompany the construction or alteration

of any Structure may be included in the Development Guidelines of the ACC.

6.06 TREES. No tree having a diameter of four (4) inches or more (measured from a point two (2)

feet above ground level), shall be removed from any Lot unless such removal is in conformity with

approved landscaping plans and specifications submitted pursuant to the provisions of Section 6.05

hereof. Guidelines relating to the preservation of trees and other natural resources and wildlife upon

the Property may be included in the Design Standards of the ACC.

6.07 TEMPORARY BUILDINGS. No temporary building, trailer, garage or building under construction

shall be used, temporarily or permanently, as a residence on any Lot except as temporary

sleeping or living quarters required or desirable for security purposes in accordance with plans and

specifications therefor approved by the ACC. No contractor or builder shall erect on any Lot any

temporary building or shed for use in connection with construction on such Lot.

page 20

6.08 SIGNS.

(a) No signs whatsoever (including but not limited to commercial and similar signs) shall, without

the ACC's prior written approval of plans and specifications therefor, be installed, altered or

maintained on any Lot, or on any portion of a Structure visible from the exterior thereof, except:

(i) such signs as may be required by legal proceedings;

(ii) not more than one For Sale sign, such sign having a maximum face area of four

square feet; provided that such sign may only be displayed in the front yard of a Lot; and, provided

further, that if, at the time of any desired use of such sign, the Association is making For Sale signs

available for the Owners' use, the signs made available by the Association must be used;

(iii) directional signs for vehicular or pedestrian safety in accordance with plans and

specifications approved by the ACC; and

(iv) for rent signs are prohibited.

(b) In no event during approved construction of any Structure shall more than one job identification

sign be approved by the ACC.

6.09 SETBACKS. In approving plans and specifications for any proposed Structure, the ACC may

establish setback requirements for the location of such Structure. Guidelines for setbacks may be

included in the Design Standards of the ACC. No Structure shall be erected or placed on any Lot

unless its location is consistent with such setbacks.

6.10 FENCES. No fence or wall of any kind shall be erected, maintained or altered on any Lot

without the prior written approval of the ACC of plans and specifications for such fences and walls.

Guidelines relating to the design, location and uses of fences and walls may be included in the

Design Standards of the ACC.

6.11 ROADS AND DRIVEWAYS. No road or driveway shall be constructed or altered on any Lot

without the prior written approval of the ACC of plans and specifications for such roads and driveways.

Guidelines relating to the design and location of roads and

driveways may be included in the Design Standards of the ACC.

6.12 ANTENNAE, ETC. No exterior television or radio antennae or satellite dish or receiver or solar

equipment of any sort shall be placed, allowed or maintained upon any portion of a Structure or Lot

without prior written approval by the ACC, except that one eighteen inch (18") or smaller receiver

may be placed in a location approved by the ACC. No antennae shall be installed or used for the

purpose of transmitting of electronic signals.

6.13 CLOTHESLINES, GARBAGE CANS, ETC. No outside clotheslines will be allowed. Garbage

cans and woodpiles shall be kept screened by adequate planting or fencing so as to conceal them

from view by neighboring residences and streets, and may be maintained in the rear yard on a Lot

only.

6.14 MAINTENANCE. Each Owner shall keep and maintain each Lot and Structure owned by him,

as well as all landscaping located thereon, in good condition and repair, including, but not limited to

(i) the repairing and painting (or other appropriate external care) of all Structures; (ii) the seeding,

page 21

watering, and mowing of all lawns; and (iii) the pruning and trimming of all trees, hedges and shrubbery

so that the same are not obstructive of a view by motorists or pedestrians of street traffic.

Notwithstanding the foregoing, the maintenance required hereunder shall also extend from the

boundary of a Lot to the curbing of the right-of-way bordering said Lot. If in the opinion of the ACC,

any Owner shall fail to perform the duties imposed by this Section, the ACC shall notify the

Association. If the Board shall agree with the determination of the ACC with respect to the failure of

said Owner to perform the duties imposed by this Section, then the Board shall give written notice to

the Owner to remedy the condition in question, setting forth in reasonable detail the nature of the

condition and the specific action or actions needed to be taken to remedy such condition. If the

Owner shall fail to take reasonable steps to remedy the condition within thirty (30) days after the

mailing of said written notice by certified mail, then the Association shall have the Right of

Abatement as provided in Section 8.02 hereof. Guidelines relating to the maintenance of Structures

and landscaping may be included in the Design Standards of the ACC.

6.15 RECREATIONAL VEHICLES AND TRAILERS. No house trailer, mobile home, motor home,

recreational vehicle, camper, truck with camper top, boat or boat trailer or like equipment shall be

permitted on any Lot on a permanent basis, but shall be allowed on a temporary basis not to exceed

forty-eight (48) consecutive hours. Notwithstanding the foregoing, any such vehicles or equipment

may be stored on a Lot, provided such vehicle or equipment is kept in an enclosed space and is

concealed from view by neighboring residences and streets, and be approved in writing by the ACC.

6.16 RECREATIONAL EQUIPMENT. Recreational and playground equipment shall be placed or

installed only upon the rear of a Lot as approved by the ACC. Basketball goals may be placed adjacent

to the driveway, but shall be painted to match the house. No above-ground pools shall be

allowed.

6.17 NON-DISCRIMINATION. No Owner or person authorized to act for an Owner shall refuse to

sell or rent, after receiving a bona fide offer, or refuse to negotiate for the sale or rental of, or otherwise

make unavailable or deny the purchase or rental of any Lot to any persons because of race,

color, religion, sex, age or national origin. Anything in this Declaration to the contrary notwithstanding,

this covenant shall run with the land and shall remain in effect without any limitation in time.

6.18 ANIMALS. No agricultural animals may be kept on any Lot. No animals, including birds,

insects and reptiles, may be kept on any Lot unless kept thereon solely as household pets and not

for commercial purposes. No animal shall be allowed to become a nuisance. No Structure for the

care, housing or confinement of any animal shall be constructed, placed or altered on any Lot

unless plans and specifications for said Structure have been approved by the ACC.

6.19 SOLID WASTE.

(a) No person shall dump rubbish, garbage, or any other form of solid waste on any Lot or on

Common Property.

(b) Except during approved construction and as approved by the appropriate governmental

authority, no person shall burn rubbish, garbage, or any other form of solid waste on any Lot or on

Common Property.

page 22

approved by the ACC, no lumber, metals, bulk material or solid waste of any kind shall kept, stored,

or allowed to accumulate on any Lot unless screened or otherwise handled in a manner set forth in

the Design Standards.

(d) If rubbish, garbage, or any other form of solid waste is to be disposed of by being collected

on a regular and recurring basis, containers may be placed in the open on any day that a pick-up

is to be made, in order to provide access to persons making such pick-up. At all other times such

containers shall be screened or enclosed in a manner set forth in the Design Standards. Guidelines

relating to the type of containers permitted, the manner of storage and the place of pick-up may also

be included in the Design Standards.

6.20 NUISANCES. No noxious or offensive activity shall be carried on upon any Lot, nor shall anything

be done thereof which may be or may become any annoyance or nuisance to the community.

ARTICLE VII

EASEMENTS, ZONING AND OTHER RESTRICTIONS

7.01 EASEMENTS.

(a) Declarant hereby expressly reserves to Declarant, its successors and assigns forever, the

right to create perpetual easements in, on, over and under any part of the Property owned by

Declarant for any purpose which Declarant deems necessary, including, by way of example, and not

limitation, the following:

(i) the erection, installation, construction and maintenance of wires, lines, conduits and

poles and the necessary or proper attachments in connection with the transmission of electricity,

telephone, cable television cables and other utilities and similar facilities;

(ii) the erection, installation, construction and maintenance of storm-water drains, land

drains, public and private sewers, irrigation systems, pipelines for supplying gas, water, and heat,

and for any other public or quasi-public facility, service or function;

(iii) slope control purposes, including the right to grade and plant slopes and prevent

the doing of any activity which might interfere with slopes or which might create erosion or sliding

problems or which might change, obstruct or retard drainage flow; and,

(iv) the planting or re-planting of hedges, shrubbery, bushes, trees, flowers and plants

of any nature.

(b) No Owner shall have any right to use any easement created by the Declarant in, on or

over any portion of the Property unless such easement has been assigned by the Declarant to the

Association.

7.02 EASEMENT AREA. The words Easement Area as used herein shall mean those areas on any

Lot or any other portion of the Property with respect to which easements are shown on a recorded

deed or easement agreement or on any filed or recorded map or plat relating thereto.

7.03 ENTRY. Declarant and its employees, agents, successors and assigns, shall have the right at

all reasonable times to enter upon all parts of each Easement Area for any of the purposes for which

such Easement Area is reserved, without being deemed to have committed a trespass or wrongful

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act solely by reason of such entry and the carrying out of such purposes, provided the same are

done in accordance with the provisions of this Section. The Declarant and its employees, agents,

successors and assigns shall be responsible for leaving each Lot in good condition and repair following

any work or activity undertaken in an Easement Area pursuant to the provisions of Section

7.01.

7.04 ZONING AND PRIVATE RESTRICTIONS. None of the covenants, restrictions or easements

created or imposed by Declarant shall be construed as permitting any action prohibited by applicable

zoning laws, or by the laws, rules or regulations of any governmental body. In the event of any

conflict between such laws, rules or regulations and the covenants, restrictions and easements created

or imposed by this Declaration, the most restrictive provision shall govern and control.

ARTICLE VIII

ENFORCEMENT

8.01 RIGHT OF ENFORCEMENT. This Declaration and the Restrictions contained herein shall

inure to the benefit of and shall be enforceable by (i) Declarant so long as it is an Owner, (ii) the

Association and (iii) each Owner, his legal, representatives, heirs, successors and assigns.

8.02 RIGHT OF ABATEMENT.

(a) Except where different notice provisions are provided in Sections 5.11 and 6.14, in the

event of a violation or breach of any Restriction contained in this Declaration, the Association shall

give written notice by certified mail to the Owner setting forth in reasonable detail the nature of such

violation or breach and the specific action or actions needed to be taken to remedy such violation or

breach. If the Owner shall fail to take reasonable steps to remedy such violation or breach within

thirty (30) days after the mailing of said written notice, then the Association shall have the Right of

Abatement.

(b) The Right of Abatement, as used in this Section and in Sections 5.11 and 6.14 hereof,

means the right of the Association, through its agents and employees, to enter at all reasonable

times upon any Lot or Structure as to which a violation, breach or other condition to be remedied

exists, and to take the actions specified in the notice to the Owner to abate, extinguish, remove, or

repair such violation, breach or other condition which may exist thereon contrary to the provisions

hereof, without being deemed to have committed a trespass or wrongful act solely by reason of such

entry and such actions, provided such entry and such actions are carried out in accordance with the

provisions of this Section, and with the cost thereof, including the costs of collection including reasonable

attorneys' fees, together with interest thereon at the lower of highest rate permitted by Law

or 18%, to be a binding personal obligation of such Owner enforceable in law, as well as a lien on

such Owner's Lot enforceable pursuant to the provisions of Section 8.04 hereof. Such lien shall be

superior to any and all charges, liens or encumbrances which may in any manner arise or be

imposed upon the Lot after such entry whether arising from or imposed by judgment or decree or by

any agreement, contract, mortgage, deed to secure debt, or other instrument, excepting only (i) such

liens for taxes or other public charges as are by applicable law made superior, (ii) the liens created

by Section 4.01 hereof and (iii) all deeds to secure debt given to secure a loan the proceeds of

which are used (1) to purchase a Lot or Lots (together with any and all Structures which may from

time to time be placed or located thereon) and (2) to finance the construction, repair or alteration of

Structures.

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8.03 SPECIFIC PERFORMANCE. Nothing contained in this Declaration shall be deemed to affect

or limit the rights of Declarant, the Association or any Owner to enforce the Restrictions by appropriate

judicial proceedings or to recover damages. However, it is hereby declared that it may be

impossible to measure accurately in money the damages which will accrue to a beneficiary hereof,

its transferees, successors or assigns, by reason of a violation of, or failure to perform any of the

obligations provided by this Declaration; and therefore, any beneficiary hereof shall be entitled to

relief by way of injunction or specific performance, as well as any other relief available at law or in

equity, to enforce the provisions hereof.

8.04 COLLECTION OF ASSESSMENTS AND ENFORCEMENT OF LIEN.

(a) If any assessment, interest, cost or other charge is not paid as required by this

Declaration, the Association may bring either an action at law against the Owner personally obligated

to pay the same, or an action to foreclose any lien created by this Declaration against the Lot or

Lots subject to the lien, or both, for the purpose of collecting such assessment, cost or charge, plus

any interest thereon and costs of collection, including reasonable attorneys' fees.

(b) As an additional remedy, but in no way as a limitation on the remedies, if any assessment,

interest, cost or other charge is not paid as required by this Declaration, each Owner hereby grants

to the Association and its assigns the following irrevocable power of attorney: To sell the said Lot or

Lots subject to the lien at auction, at the usual place for conducting sales at the Court House in

Bartow County, Georgia to the highest bidder for cash, after advertising the time, terms and place of

such sale once a week for four weeks immediately preceding such sale (but without regard to the

number of days), in the paper in which the Sheriff's advertisements for Bartow County, Georgia are

published, all other notice being hereby waived by each Owner, and the Association or any person

on behalf of the Association, or assigns, may bid and purchase at such sale and thereupon execute

and deliver to the purchaser or purchasers at such sale a conveyance of said property in fee simple,

which conveyance shall contain recitals as to the happenings of the default upon which the execution

of the power of sale herein granted depends, and each Owner hereby constitutes and appoints

the Association and assigns, the agent and attorney in fact of each Owner to make such recitals,

and hereby covenants and agrees that the recitals so to be made by the Association, or assigns,

shall be binding and conclusive upon the Owner whose property is the subject matter of such sale

and the heirs, executors, administrators and assigns of such Owner, and that the conveyance to be

made by the Association, or assigns, shall be effectual to bar all equity of redemption of such

Owner, or the successors in interest of such Owner, in and to said Lot or Lots, and the Association

or assigns shall collect the proceeds of such sale, and after reserving therefrom the entire amount of

assessment, interest, cost or other charge due, together with all costs and expenses of sale and fifteen

percentum of the aggregate amount due for attorneys' fees, shall pay any excess to such

Owner, or to the heirs or assigns of such Owner as provided by law. The power and agency hereby

granted are coupled with an interest and are irrevocable by death or otherwise and are granted as

cumulative to the remedies for collection of said indebtedness provided by law.

TO THIS DECLARATION, WAIVES ANY RIGHT WHICH OWNER MAY HAVE UNDER THE

CONSTITUTION OR THE LAWS OF THE STATE OF GEORGIA OR THE CONSTITUTION OR THE

LAWS OF THE UNITED STATES OF AMERICA TO NOTICE OR TO A JUDICIAL HEARING PRIOR

TO THE EXERCISE OF ANY RIGHT OR REMEDY PROVIDED BY THIS DECLARATION AND

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OWNER WAIVES OWNER'S RIGHTS, IF ANY, TO SET ASIDE OR INVALIDATE ANY SALE DULY

CONSUMMATED IN ACCORDANCE WITH THE PROVISIONS OF THIS DECLARATION ON THE

GROUND (IF SUCH BE THE CASE) THAT THE SALE WAS CONSUMMATED WITHOUT A PRIOR

JUDICIAL HEARING. ALL WAIVERS BY OWNER IN THIS PARAGRAPH HAVE BEEN MADE VOLUNTARILY,

INTELLIGENTLY, AND KNOWINGLY, AFTER OWNER HAS FIRST BEEN ALLOWED

THE OPPORTUNITY TO CONSULT LEGAL COUNSEL WITH RESPECT TO OWNER'S POSSIBLE

RIGHTS.

8.05 NO WAIVER. The failure of Declarant, the Association, or the Owner of any Lot, his or its

respective legal representatives, heirs, successors and assigns, to enforce any Restrictions herein

contained shall in no event be considered a waiver of the right to do so thereafter, as to the same

violation or breach or as to any violation or breach occurring prior or subsequent thereto.

ARTICLE IX

DURATION AND AMENDMENT

9.01 DURATION. This Declaration and the Restrictions contained herein shall run with and bind the

Property for a period of twenty (20) years from and after the date when this Declaration is filed for

record with the Clerk of the Superior Court of Bartow County, Georgia, after which time this

Declaration and the Restrictions shall be automatically renewed for successive periods of twenty

(20) years provided, however, that in accordance with statutory procedure, this Declaration and the

Restrictions contained herein may be terminated by an instrument executed in proper form and

recorded in the office of the Clerk of the Superior Court of Bartow County, Georgia, pursuant to a

resolution approving such termination which is approved by fifty-one (51) percent or greater Vote of

those Class A Members of the Association who are present in person or by proxy and voting at a

meeting of Members duly held in accordance with the provisions of the By-Laws of the Association.

9.02 AMENDMENTS BY DECLARANT. During any period in which Declarant retains the right to

appoint and remove any directors and officers of the Association, Declarant may amend this

Declaration by an instrument in writing filed and recorded in the Land Records of the Superior Court

of Bartow County, Georgia, without the approval of any Member or mortgagee; provided, however,

that (i) in the event that such amendment materially alters or changes any Owner's right to the use

and enjoyment of such Owner's Lot or of the Common Property as set forth in this Declaration, or if

such amendment adversely affects the title to any Lot, such amendment shall be valid only upon the

written consent thereto by a majority in number of the then existing Members affected thereby, or (ii)

in the event that such amendment would materially and adversely affect the security title and interest

of any mortgagee, such amendment shall be valid only upon the written consent thereto of all

such mortgagees so affected. Any amendment made pursuant to this Section 9.02 shall be certified

by Declarant as having been duly approved by Declarant, and such Members and mortgagees if

required, and shall be effective only upon recordation or at such later date as shall be specified in

the amendment itself. Each Owner, by acceptance of a deed or other conveyance to a Lot, agrees

to be bound by such amendments as are permitted by this Section 9.02 and further agrees that, if

requested to do so by Declarant, such Owner will consent to the amendment of this Declaration or

any other instruments relating to the Development (i) if such amendment is necessary to bring any

provision hereof or thereof into compliance or conformity with the provisions of any applicable governmental

statute, rule or regulation or any judicial determination which shall be in conflict therewith,

(ii) if such amendment is necessary to enable any reputable title insurance company to issue title

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insurance coverage with respect to any Lots subject to this Declaration, (iii) if such amendment is

required by an institutional or governmental lender, purchaser or guarantor of mortgage loans,

including, for example, the Federal National Mortgage Association, or Federal Home Loan Mortgage

Corporation, to enable such lender or purchaser to make or purchase mortgage loans on any Lot

subject to this Declaration, (iv) if any such amendment is necessary to enable any governmental

agency or reputable private insurance company to insure mortgage loans on the Lots subject to this

Declaration or (v) if such amendment is necessary to correct a scrivener's error in the drafting of this

Declaration.

9.03 AMENDMENTS BY ASSOCIATION. Amendments to this Declaration, other than those authorized

by Section 9.02 hereof, shall be proposed and adopted in the following manner:

(a) Notice of the subject matter of the proposed amendment shall be included in the notice of

the meeting of the Association at which such proposed amendment is to be considered and shall be

delivered to each member of the Association;

(b) At such meeting, a resolution adopting a proposed amendment may be proposed by either

the Board or by Members of the Association. Such amendment must be approved by Members

holding at least two-thirds (2/3) of the total votes in the Association provided, however (i) that any

amendment which materially and adversely affects the security title and interest of any mortgagee

must be approved by such mortgagee, and (ii) during any period in which Declarant has the right to

appoint and remove officers and directors of the Association, such amendment must be approved by

Declarant.

and any mortgagee, to any amendment of this Declaration shall be evidenced by their execution of

such amendment, or, in the alternative, and provided that Declarant does not then have the right to

approve such amendment, the sworn statement of the President and any Vice President or the

Secretary of the Association attached to or incorporated in the amendment executed by the

Association, which sworn statement shall state unequivocally that the agreement of the required parties

was lawfully obtained. Any such amendment of this Declaration shall become effective only

when recorded or at such later date as may be specified in the Amendment itself.

ARTICLE X

ANNEXATION

For so long as Declarant has authority to appoint and remove Directors and Officers of the

Association, additional real property may be annexed to the Property by the Declarant without the

consent of the Class A Members. Such annexation shall be accomplished by filing in the Office of

the Clerk of the Superior Court of Bartow County an approved subdivision plat describing the real

property to be annexed to the Property and by including on such subdivision plat a statement that

expressly sets forth the Declarant's intention to make such annexed real property subject to the provisions

of this Declaration, or by filing an amendment to the Declaration reciting the annexation of

the additional real property which is subjected to this Declaration; or by filing an amendment to the

Declaration which has been consented to by the owners of the real property to be annexed if such

real property is owned by someone other than Declarant. At the expiration of Declarant's right to

appoint and remove Directors and Officers of the Association, no real property may be annexed to

the Property unless such annexation is approved by a two-thirds (2/3) vote of the Members of the

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Association who are present in person or by proxy and voting at a meeting of Members duly held in

accordance with the provisions of the By-Laws of the Association.

Notwithstanding anything to contrary which may be contained within this Declaration, this

Declaration applies only to the Property and shall not be construed to require the annexation of

other property. This Declaration shall not encumber or restrict or burden, either as reciprocal negative

easements or as implied covenants or as restrictive covenants or as equitable servitudes or as

any other interest or claim, any property owned in part or entirely by Declarant or its principals.

There is no common scheme of development of the balance of Declarant's property, and Declarant

reserves the right to develop the balance of its property in any way it sees fit.

ARTICLE XI

MISCELLANEOUS

11.01 NO REVERTER. No restriction herein is intended to be, or shall be construed as, a condition

subsequent or as creating a possibility of reverter.

11.02 SEVERABILITY. A determination by a court that any provision hereof is invalid for any reason

shall not affect the validity of any other provision hereof.

11.03 HEADINGS. The headings of the Articles and Sections hereof are for convenience only and

shall not affect the meaning or interpretation of the contents of this Declaration.

11.04 GENDER. Throughout this Declaration, the masculine gender shall be deemed to include the

feminine and neuter, and the singular, the plural, and vice versa.

11.05 NOTICES. All amendments, notices, requests, objections, waivers, rejections, agreements,

approvals, disclosures or consent of any kind made pursuant to this Declaration, whether made by

Declarant, the Association, the ACC, the Owners, or any other person, shall be in writing. All such

writings shall be sufficient only if deposited in the United States Mail, with sufficient postage, and

sent to the following addresses:

(a) Declarant:

DBD Enterprises, Inc.

P. O. Box 1715

Cartersville, Georgia 30120

(b) Owners:

Each Owner's address as registered with the Association in accordance with the By-Laws.

Any written communication transmitted in accordance with this Section 11.05 shall be deemed

received on the third (3rd) day following the day such written notice is deposited in the United States

Mail.

11.06 NO LIABILITY. Declarant has, using best efforts and all due diligence, prepared and recorded

this Declaration so that each and every Owner shall have the right and the power to enforce the

terms and provisions of this Declaration against every other Owner. However, in the event that this

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Declaration is, for any reason whatsoever, unenforceable by an Owner (or any other person) in a

court of law or otherwise, Declarant shall have no liability of any kind as a result of such unenforceability,

and each and every Owner, by acceptance of a deed conveying a Lot, acknowledges that

Declarant shall have no such liability.

11.07 INSURANCE.

(a) At all times during the term of this Declaration, the Association, its successors and

assigns, shall be required to keep any and all recreational facility improvements located on the

Common Property fully insured by a reputable insurance company authorized to transact business in

the State of Georgia with (i) fire, vandalism, malicious mischief and extended coverage insurance in

an amount adequate to cover the cost of replacement of such improvements in the event of loss of

any and/or all of such improvements, fixtures and contents thereof; and (ii) public liability insurance

in such amounts as shall be determined by the Board of Directors as appropriate for the type of

recreational activities which shall be allowed on the Common Property. Any such policies of insurance

shall require that the certificate holders and insured be given thirty (30) days prior written

notice of any cancellation of such policies.

(b) Immediately after the damage or destruction by fire or other casualty to all or any portion

of any improvement covered by insurance written in the name of the Association, the Board or its

duly authorized agent shall proceed with the filing and adjustment of all claims arising under such

insurance and obtain reliable and detailed estimates of the cost of repair or reconstruction of the

damaged or destroyed property. Repair or reconstruction, as used in this paragraph, means repairing

or restoring the property to substantially the same condition and location that existed prior to the

fire or other casualty.

Any damage or destruction shall be repaired or reconstructed unless within sixty (60) days

after the casualty, at least seventy-five percent (75%) of the total Association vote entitled to vote

thereon, and, so long as Declarant has the right to appoint and remove directors, Declarant, otherwise

agree. If for any reason either the amount of the insurance proceeds to be paid as a result of

such damage or destruction, or reliable and detailed estimates of the cost of repair or reconstruction,

or both, are not made available to the Association within such period, then the period shall be

extended until such information shall be made available; provided, however, such extension shall not

exceed one hundred twenty (120) days. No Mortgagee shall have the right to participate in the

determination of whether damage or destruction shall be repaired or reconstructed. If the damage

or destruction for which the insurance proceeds are paid is to be repaired or reconstructed and such

proceeds are not sufficient to defray the cost thereof, the Board shall, without the necessity of a vote

of the Association's Members, levy a special assessment. Additional assessments may be made in

like manner at any time during or following the completion of any repair or reconstruction. If the

funds available from insurance exceed the costs of repair or reconstruction or if the improvements

are not repaired or reconstructed, such excess shall be deposited for the benefit of the Association.

In the event that it should be determined by the Association in the manner described above that the

damages or destruction shall not be repaired or reconstructed and no alternative improvements are

authorized, then in that event the property shall be restored to its natural state and maintained as an

undeveloped portion of the Community in a neat and attractive condition.

event of damage or destruction, be allocated among the persons who are responsible hereunder for

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maintenance of damaged or destroyed property.

(d) In addition to the coverage described hereinabove, the Association shall obtain such additional

amounts and types of insurance as may be required from time to time, by either the Veterans

Administration or Federal Housing Administration, their successors and assigns, for similar type residential

subdivision communities.

11.08 SPECIAL WATER DISTRICT. Declarant has installed or caused to be installed the water system

in the Development in accordance with plans and specifications approved by the City of

Emerson. While Declarant expressly reserves the right to dedicate the water system, including

pumping facilities and water tank, to the City of Emerson, no dedication has been made at this time.

The City of Emerson has deemed the Development a "Special Water District" which may result in an

apparent disparity in billing between the Development and other areas served by the City of

Emerson.

ARTICLE XII

MORTGAGEE PROVISIONS

The following provisions are for the benefit of holders of first mortgages on Residences in the

Development. The provisions of this Article apply to both this Declaration and to the By-Laws,

notwithstanding any other provisions contained therein.

12.01 NOTICES OF ACTION. An institutional holder, insurer, or guarantor of a first mortgage, who

provides written request to the Association (such request to state the name and address of such

holder, insurer, guarantor and the Residence number, therefore becoming an eligible holder), will be

entitled to timely written notice of:

(a) any condemnation loss or any casualty loss which affects a material portion of the

Development or which affects any Residence on which there is a first mortgage held, insured, or

guaranteed by such eligible holder;

(b) any delinquency in the payment of assessments or charges owed by an Owner of a

Residence subject to the mortgage of such eligible holder, where such delinquency has continued

for a period of sixty (60) days; provided, however, notwithstanding this provision, any holder of a first

mortgage, upon request, is entitled to written notice from the Association of any default in the performance

by an Owner of a Residence of any obligation under the Declaration or By-Laws of the

Association which is not cured within sixty (60) days;

Association; or,

(d) any proposed action which would require the consent of a specified percentage of eligible

mortgages.

12.02 SPECIAL FHLMC PROVISION. So long as required by the Federal Home Loan Mortgage

Corporation, the following provisions apply in addition to and not in lieu of the foregoing. Unless at

least two-thirds (2/3) of the first mortgagees or at least two-thirds (2/3) of the total Members of the

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Association vote entitled to vote thereon consent, the Association shall not:

(a) by act or omission seek to abandon, partition, subdivide, encumber, sell, or transfer the

Common Property which the Association owns, directly or indirectly (the granting of easements for

public utilities or other similar purposes consistent with the intended use of the Common Property

shall not be deemed a transfer within the meaning of this subsection);

(b) change the method of determining the obligations, assessments, dues, or other charges

which may be levied against an Owner of a Residence;

thereof pertaining to the architectural design or the exterior appearance and maintenance of

Residences and of the Common Property (The issuance and amendment of architectural standards,

procedures, rules and regulations, or use restrictions shall not constitute a change, waiver, or abandonment

within the meaning of this provision.);

(d) fail to maintain insurance, as required by this Declaration; or,

(e) use hazard insurance proceeds for any Common Property losses for other than the repair,

replacement, or reconstruction of such property.

First mortgagees may, jointly or singly, pay taxes or other charges which are in default and

which may or have become a charge against the Common Property and may pay overdue premiums

on casualty insurance policies or secure new casualty insurance coverage upon the lapse of an

Association policy, and first mortgagees making such payments shall be entitled to immediate reimbursement

from the Association.

12.03 NO PRIORITY. No provision of this Declaration or the By-Laws gives or shall be construed

as giving any Owner or other party priority over any rights of the first mortgagee of any Residence in

the cases of distribution to such Owner of insurance proceeds or condemnation awards for losses to

or a taking of the Common Property.

12.04 NOTICE TO ASSOCIATION. Upon request, each Owner shall be obligated to furnish to the

Association the name and address of the holder of any mortgagee encumbering such Owner's

Residence.

12.05 AMENDMENT BY BOARD. Should the Veterans Administration, the Federal National

Mortgage Association, or the Federal Home Loan Mortgage Corporation subsequently delete any of

their respective requirements which necessitate the provisions of this Article or make any such

requirements less stringent, the Board, without approval of the Owners, may cause an amendment

to this Article to be recorded to reflect such changes.

12.06 APPLICABILITY OF ARTICLE XII. Nothing contained in this Article shall be construed to

reduce the percentage vote that must otherwise be obtained under the Declaration, By-Laws, or

Georgia law of any of the acts set out in this Article.

12.07 FAILURE OF MORTGAGEE TO RESPOND. Any mortgagee who receives a written request

from the Board to respond to or consent to any action shall be deemed to have approved such

action if the Association does not receive a written response from the Mortgagee within thirty (30)

days of the date of the Association's request.

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IN WITNESS WHEREOF, the Declarant has caused this Declaration to be duly executed and sealed

the day and year first above written.

Signed, sealed and delivered, DBD ENTERPRISES, LLC

in the presence of:

By: (SEAL) Unofficial Witness

Notary Public

The Association, by the execution hereof, acknowledges and agrees that the Association is

hereby bound by all of the Association's obligations under this Declaration of Covenants,

Restrictions and Easements.

IN WITNESS WHEREOF, the Association, acting through its duly authorized officers, has

caused this Declaration to be executed and sealed this _____ day of ___________, 2000.

Signed, sealed and delivered, WATERSIDE

in the presence of: HOMEOWNER'S ASSOCIATION, INC.

By: (SEAL) Unofficial Witness

Notary Public

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2009 Covenant Amendments