Covenants

DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS
FOR WEST BROOK SUBDIVISION
THIS DECLARATION is made on this 23rd day of July, 1996 by CENTEX REAL ESTATE CORPORATION,
a Nevada corporation hereinafter referred to as the “Declarant”.

WITNESSETH
WHEREAS the Declarant is the owner
of certain real property in the Town of Lexington, Lexington County, South Carolina, described on Exhibit “A” attached hereto and incorporated herein by reference; and
WHEREAS Declarant desires to create
an exclusive planned community known as the West Brook Subdivision on the
land described in Exhibit “A” and such other land as may be added thereto pursuant to the terms and provisions of this Declaration;
NOW THEREFORE the Declarant declares that
the real property described on the attached Exhibit “A” shall be held, sold and conveyed subject to the restrictions, easements, covenants and conditions declared below, which shall be deemed to be covenants running
with the land and imposed on and intended to benefit and burden each Lot and other portions of the property in order to maintain within the Property
a quality planned community.  Such matters shall be binding on all parties having any right, title or interest therein or any part thereof, their respective heirs, personal representatives, successors and assigns,
and shall inure to the benefit of each owner thereof.
ARTICLE I DEFINITIONS
Section 1. 1. “Additional Land” shall
mean and refer to the area shown on Exhibit “B” which may include, but not be limited to, residential property, Common Areas and Recreational
Amenities, as described in Section 11.5(b) of this Declaration.
Section 1.2. “Association” shall
mean and refer to the West Brook Homeowner’s Association, Inc., a South Carolina nonprofit corporation established, or to be established, for the
purposes set forth herein.
Section 1.3. “Common Areas” shall mean
and refer all real property, including improvements thereto owned by the Association for the common use and enjoyment of the Owners and an easement
described in Section 8.7 below.  The Common Area to be owned by the Association at the time of the conveyance of the first lot is described as follows:  Recreation Amenities (as hereinafter defined); a twenty
(20) feet wide landscaping easement and entrance feature located therein and an entrance sign and related landscaping; the easement described in
Section 8.7; the Flood Plain Area.
Section 1.4. “Recreational Amenities”
shall mean and refer to one (1) swimming pool, one (1) bath house with an open area patio, two (2) tennis courts, one (1) tot lot, one (1) volleyball court as well as any other beautification or landscaped areas befitting
the foregoing listed amenities that are owned and maintained by the Association.
The Recreational Amenities shall be located upon Common Areas and included within the general definition of Common Areas.
Section 1.5. “Right-of-Way Maintenance
Areas” shall mean and refer to portions of the entrance monuments, circular
landscaped island located on West Brook Way and other areas within the dedicated streets or roads within the Property for which the Association will assume maintenance and beautification responsibilities above and beyond those of the Town of Lexington, South Carolina, as more specifically set
forth in Section 4.17.
Section 1.6. “Declaration” shall
mean and refer to this Declaration of Covenants, Conditions and Restrictions
for West Brook Subdivision, and any amendments, annexations and supplements thereto made in accordance with its terms.
Section 1.7. “Declarant” shall
mean and refer to Centex Real Estate Corporation, its successors and assigns
who are designated as such in writing by Declarant, and who consent in writing to assume the duties and obligations of the Declarant with respect to the Lots acquired by such successor or assign.
Section 1.8. “Flood Plain Area” shall
mean and refer to that portion of the Property designated as a Flood Plain by the Federal Emergency Management Agency as delineated on a recorded
Plat or Plats of the Property.
Section 1.9. “Lot” shall mean and refer
to any of the plots of land indicated upon the recorded subdivision map of the Property or any part thereof creating single-family homesites, with
the exception of the Common Areas, Recreational Amenities and Flood Plain Area and areas deeded or dedicated to a governmental authority or utility,
together with all improvements thereon.
Section 1.10. “Owner” shall mean
and refer to the record owner, whether one or more persons or entities, of a fee simple title to any Lot, including contract sellers, but excluding those having an interest merely as security for the performance of an obligation.
Section 1. 11. “Plat” shall mean and refer
to the initial Plat of the West Brook Subdivision recorded in Book 5-210, Page 1 of the Deed and Plat Records of Lexington County, South Carolina,
as well as any subsequent plat or portions of the Property recorded by Declarant.
Section 1. 12. “Property” shall mean and
refer to the real property described on the attached Exhibit “A”.
Section 1. 13. “Unit” shall mean and refer
to any residential dwelling situated upon any Lot.
ARTICLE II PROPERTY RIGHTS
Section 2. 1. Owners’ Easements of Enjoyment.
Every Owner shall have a right and easement in and to the Common Areas and Recreational Amenities and a right and easement of ingress and egress to, from and through said Common Areas and Recreational Amenities, and
such easement shall be appurtenant to and shall pass with the title to every Lot, subject to the following provisions:

a. The right of
the Association to charge reasonable admission and other fees for the use
of any Recreational Amenities situated upon the Common Areas.

b. The right of the Association
to establish and publish rules and regulations governing the use of the
Common Areas and Recreational Amenities affecting the welfare of Association
members.

c. The right of the Association
to establish rules and regulations and prohibit the use of the Flood Plain
Area as may be required by any Federal or State governmental agencies.

d. The right of the Association
to suspend the right of use of the Common Areas and Recreational Amenities
and the voting rights of an Owner for, any period during which any assessment
against his Lot remains unpaid; and for a period not to exceed sixty (60)
days for any infraction of its published rules and regulations.

e.   The right
of the Association, subject to the provisions hereof, to transfer or convey
all or any part of the common areas, Flood Plain Area or Recreational Amenities,
if any, to any public agency, authority or utility for such purposes and
subject to such conditions as may be agreed to by the Owners. No such dedication
or transfer shall be effective unless an instrument signed by Owners entitled
to cast two-thirds (2/3) of the votes of each class of The right of the
Association, subject to the provisions hereof, to transfer or convey all
or any part of the Common Areas, Flood Plain membership has been recorded
agreeing to such dedication or transfer.

f. The right of the Association
to grant, consent to or join in the grant or conveyance of easements, licenses
or rights-of-way in, on or over the Common Area for purposes consistent
with the intended use of the Property as a residential community.

g. The rights and reservations
of Declarant set forth in this Declaration.
Section 2.2. Effect of Declaration.
Reference in any deed, mortgage, trust deed or any other recorded documents
to the easements, restrictions and covenants herein described or to this
Declaration shall be sufficient to create and reserve such easements and
covenants to the respective grantees, mortgagees, or trustees of said parcels
as fully and completely as if those easements, restrictions and covenants
were fully related and set forth in their entirety in said documents.
Section 2.3. Delegation of Use.
Any owner may delegate, in accordance with the Bylaws, his right of enjoyment
to the Common Areas and Recreational Amenities to the members of his family,
his tenants, or contract purchasers who reside within the Unit.
Section 2,4. Drainage Alteration Prohibited.
The surface water drainage contours of each Lot shall conform to the approved
grading plan established by the Declarant.  No Owner shall fill or
alter any drainage swale established by the Declarant, nor shall any Owner
install landscaping or other improvements that divert surface water runoff
from the drainage patterns, swales and easements established by the Declarant.
ARTICLE III MEMBERSHIP AND VOTING RIGHTS

WEST BROOK HOMEOWNER’S ASSOCIATION,
INC.
Section 3. 1. Membership  The Declarant
and every Owner of a Lot shall be a member of the Association.  Membership
shall be appurtenant to and shall not be separated from Ownership of any
Lot.  Every member shall have the right at all reasonable times during
business hours to inspect the books of the Association.
Section 3.2. Voting Rights.  The
Association shall have two classes of voting membership:

a. Class A. Class
A Members shall be all Owners with the exception of Declarant and shall
be entitled to one (1) vote for each Lot owned.  When more than one
person holds an interest in any Lot, all such persons shall be members,
but the vote for such Lot shall be exercised as they among themselves determine,
and in no event shall more than one (1) vote be cast with respect to any
Lot.

b. Class B. The Class B Members
shall be the Declarant who shall be entitled to three (3) votes for each
unoccupied Lot owned.  The Class B membership shall cease and be converted
to Class A membership on the happening of either of the following events,
whichever occurs earlier, the conveyance of the Lot which causes the total
votes outstanding in the Class A membership to equal the total votes outstanding
in the Class B membership, or ten (10) years after conveyance of the first
Lot to a Class A Member.  Class B membership shall be reinstated at
any time before the expiration of ten (10) years from the date of conveyance
of the first Lot if additional Lots owned by a Class B Member are annexed
into the Association in sufficient numbers to restore a ratio of at least
one (1) Class B Lot to each three (3) Class A Lots in the overall area
subject to the Association.

C. Suspension.  All
voting rights of an Owner shall be suspended during any period in which
such Owner is delinquent in the payment of any assessment duly established
pursuant to Article IV or for up to sixty (60) days for any other violation
or default hereunder or under the Bylaws or Rules and Regulations of the
Association.
ARTICLE IV COVENANT FOR MAINTENANCE
ASSESSMENTS
Section 4. 1. Creation of the Lien and
Personal Obligation of Assessments.  Each member is deemed to covenant
and agree to pay to the Association: (1) annual assessment charges, and
(2) special assessment charges.  The annual and special assessments,
together with such interest thereon and costs of collection thereof, as
hereinafter provided, shall be a charge on the land and shall be a continuing
lien upon the property against which each such assessment is made. Each
such assessment’, together with such interest, costs and reasonable attorney’s
fees shall also be the personal obligation of the person who was the Owner
of such property at the time when the assessment fell due and shall not
pass to his successors in title unless expressly assumed by them.
Section 4.2. Purpose of Assessments.
The assessments levied by the Association shall be used exclusively for
the purpose of promoting the recreation, health, safety and welfare of
the owners and residents in the Properties and for the improvement and
maintenance of the Common Areas, Recreational Amenities, Right-of-Way Maintenance
Areas and the Flood Plan Area.
Section 4.3. Basis and Maximum of Annual
Assessments for Class A Members.  Until January 1st of the year immediately
following the conveyance of the first Lot to a Class A Member, the maximum
annual assessment shall be $300.00 per Lot.

(a) From and after January
1st of the year immediately following the conveyance of the first Lot to
a Class A Member, the maximum annual assessment may be increased each year
ten percent (10%) above the maximum assessment for the previous year without
a vote of the membership.

(b) From and after January
1st of the year immediately following the conveyance of the first Lot to
a Class A Member the maximum annual assessment may be increased more than
ten percent (10%) above the prior year’s maximum by a vote of two-thirds
(2/3) of each class of members who are voting in person or by proxy at
a meeting called for this purpose.  Written notice of such meeting
shall be sent to all members not less than ten (10) days nor more than
fifty (50) days in advance of the meeting setting forth the purpose of
the meeting.  The limitations hereof shall not apply to any change
in the maximum and basis of the assessments undertaken as and incident
to a merger or consolidation in which the Association is authorized to
participate under its Articles of Incorporation.
Section 4.4. Assessments to be Levied
by Board.  After consideration of current maintenance costs and future
needs of the Association, the Board of Directors may levy the annual assessments
in accordance with the provisions set forth in Section 4.3 above.
Section 4.5. Special Assessments for
Capital Improvements.  In addition to the annual assessments authorized
above, the Association may levy special assessments as follows:

a. In any assessment
year, a special assessment applicable to that year only for the purpose
of defraying, in whole or in part, the cost of any new construction, reconstruction,
repair, replacement or addition of a capital improvement upon any Common
Area, Recreational Amenity or Right-of-Way Maintenance Area, including
fixtures and personal property related thereto may be assessed.  The
Association shall not commingle the proceeds of such special assessments
with the maintenance fund.  Such proceeds shall be used solely and
exclusively to fund the improvements in question.

b. The Board of Directors
shall determine the necessity and the amount of any special assessment,
provided that any such assessment shall have the assent of two-thirds (2/3)
of each class of members who are voting in person or by proxy at a meeting
called for the purpose of approving the special assessments and conducting
other business, if any.  Written notice of such meeting shall be sent
to each member not less than ten (10) days nor more than fifty (50) days
in advance of the meeting.
Section 4.6. Declarant Assessment, Subsidy.
The annual assessment for Lots owned by Declarant shall be one-fourth (1/4)
the annual assessment for Lots owned by Class A Members.  During the
period Declarant owns one (1) or more Lots within the Property and has
not relinquished its Declarant status, Declarant hereby covenants and agrees
that in the event the annual maintenance fund revenues are insufficient
to pay the operating expenses of the Association, it shall provide the
funds necessary to make up the deficit (the “Subsidy”), within thirty (30)
days of receipt of request for payment thereof from the Association, provided
that if the deficit is the result of the failure or refusal of an Owner
or Owners to pay their annual maintenance assessments, the Association
shall diligently pursue all available remedies against such defaulting
Owner or Owners, including the immediate institution of litigation to recover
the unpaid assessments, and shall reimburse the Declarant the amounts,
if any, so collected.  The Subsidy provided for herein, if one is
determined by the Board of Directors to be necessary for a year of operation
as set forth above, together with interest, costs and reasonable attorneys
fees shall be a charge upon the Lots owned by Declarant and shall constitute
a lien upon Lots owned by Declarant effective only at time said lien is
recorded.  In the alternative, Declarant shall have the right to pay
full Class A assessments on its Lots without thereby relinquishing its
Class B status and shall then be excused from the payment of any budget
deficits or Subsidy.
Section 4.7. Initial Maintenance Fund.
Upon the first sale of a Lot to a Class A Member by Declarant, an initial
maintenance fund fee equal to three (3) months estimated regular assessment
may be assessed in addition to the annual assessment, which shall be due
and payable upon conveyance of a Lot to a Class A Member.  The aggregate
fund established by such initial maintenance fund fee shall be maintained
in an account as part of the Maintenance Fund, and shall be available for
all necessary expenditures of the Association for maintenance and considered
a part of the Maintenance Fund established pursuant to Section 4.11
below.
Section 4.8. Uniform Rate.  Both
annual and special assessments must be fixed at a uniform rate for each
class of membership for all single family Lots and may be collected on
a monthly, quarterly or annual basis.
Section 4.9. Quorum for any Action Authorized
under Sections 4.3 and 4.5. At any meeting called, as provided in Sections
4.3 and 4.5 hereof, the presence at the meeting of members or of proxies
entitled to cast a majority of all the votes of each class of membership
shall constitute a quorum.  If the required quorum is not forthcoming
at any meeting, another meeting may be called, subject to the notice requirement
set forth in Sections 4.3 and 4.5, however, the quorum requirement shall
be one-half (1/2) of the previous quorum requirements.  No such subsequent
meeting shall be held more than sixty (60) days following the preceding
meeting.  The necessary approval may also be obtained by written consent
of the members as set forth in Article IV, Section 4.7 of the Bylaws.
Section 4.10. Date of Commencement of
Annual Assessments: Due Dates.  The annual assessment provided for
herein shall commence as to all Lots on the first day of the month following
the conveyance of the first Lot to a Class A Member.  The first annual
assessment shall be adjusted according to the number of months remaining
in the calendar year.  The Board of Directors shall fix the amount
of the annual assessment against each Lot at least thirty (30) days in
advance of each annual assessment period; provided, however, that the Board
of Directors shall have the right to adjust the annual assessment as long
as any such adjustment does not exceed the maximum permitted hereunder
with thirty (30) days written notice given to each Owner.  Written
notice of the annual assessment shall be sent to every Owner subject thereto.
The due dates shall be established by the Board of Directors.  The
Association shall upon demand, at any time furnish a certificate in writing
signed by an officer of the Association setting forth whether the assessments
on a specified Lot have -been paid.  A reasonable charge may be made
by the Board of Directors for the issuance of these certificates.
Such certificates shall be conclusive evidence of payment of any assessment
therein stated to have been paid.
Section 4.11 Establishment of Maintenance
Fund.  The Association shall establish a Maintenance Fund composed
of a portion of the Owners’ annual assessments and shall use the proceeds
of such fund in providing for normal, recurring maintenance charges for
the Common Areas and Recreational Amenities for the use and benefit of
all members of the Association.  Such uses and benefits to be provided
by the Association may include, by way of clarification and not limitation,
any and all of the following: normal, recurring maintenance of the Common
Areas, Recreational Amenities and Right-of-Way Maintenance Areas (including,
but not limited to, mowing, edging, watering, clipping, sweeping, pruning,
raking, and otherwise caring for existing landscaping and general maintenance
of the entry monuments and circular landscaped island located on West Brook
Way, swimming pool, a bath house with an open area patio, a tot lot, tennis
courts and a volleyball court) and the improvements to such Common Areas,
Recreational Amenities and Right-of-Way Maintenance Areas such as sprinkler
systems, provided that the Association shall have no obligation (except
as expressly provided hereinafter) to make capital improvements to the
Common Areas, Recreational Amenities, and Right-of-Way Maintenance Areas
and other expenses incurred in connection with the enforcement of all recorded
covenants, restrictions and conditions affecting the Property to which
the maintenance fund applies; payment of  all reasonable and necessary
expenses in connection with the collection and administration of the annual
assessment or any special assessment; employment of policemen and watchmen,
if any; caring for vacant lots; and doing any other thing or things necessary
or desirable in the opinion of the Board of Directors of the Association
to keep the Property neat and in good order, or which is considered of
general benefit to the Owners or occupants of the Property, it being understood
that the judgment of the Board of Directors in the expenditure of said
funds and the determination of what constitutes normal, recurring maintenance
shall be final and conclusive so long as such judgment is exercised in
good faith.
Section 4.12 Effect of Non-payment of
Assessments: Remedies of the Association.  Any assessments which are
not paid when due shall be delinquent.  If the assessment is not paid
within ten (10) days after the due date, the Association shall have the
authority to impose late charges of fifteen dollars ($15.00) to compensate
for the administrative and processing costs of late payments and the assessment
shall bear interest from the date of delinquency at the rate of eighteen
percent (18%) per annum or the highest rate of interest allowed by South
Carolina law from time to time, and the Association may bring an action
at law or in equity against the Owner personally obligated to pay the same
or foreclose the lien against the property, and interest, costs, and reasonable
attorney’s fees of any such action shall be added to the amount of such
assessment.  The Association or its agents shall have, the right and
power to bring all actions against such Owner personally for the collection
of such charges as a debt and to enforce the aforesaid lien by all methods
available for the enforcement of such liens, including foreclosure by an
action brought in the name of the Association in like manner as a mortgage
or deed of trust lien on real property.  The lien provided for in
this section shall be in favor of the Association and shall be for the
benefit of all other Owners.  The Association acting on behalf of
the Owners shall have the power to bid on an interest foreclosed at foreclosure
sale and to acquire and hold, lease, mortgage and convey the same; and
to subrogate so much of its right to such liens as may be necessary or
expedient.  No Owner may waive or otherwise escape liability for the
assessments provided for herein by non-use of the Common Areas, Recreational
Amenities, Right-of-Way Maintenance Areas or abandonment of his property.
Section 4.13 Subordination of the Lien
to Mortgages.  The lien of the assessments provided for herein shall
be subordinate to the lien of any mortgage or mortgages granted or created
by the Owner of any Lot to secure the payment of monies advanced and used
for the purpose of purchasing and/or improving such Lot.  Sale or
transfer of any Lot shall not affect the assessment lien.  However,
the sale or transfer of any Lot which is subject to any mortgage, pursuant
to a foreclosure under such purchase-money or improvement mortgages or
any proceeding in lieu of foreclosure thereof, shall extinguish the lien
of such assessments as to payments thereof which became due prior to such
sale or transfer.  No sale or transfer shall relieve such Lot from
liability for any assessments thereafter becoming due or from the lien
thereof.
Section 4.14 No Reimbursement to Declarant.
The proceeds of the regular annual assessments shall not be used to reimburse
Declarant for any capital expenditures incurred in construction or other
improvements of Common Areas, if any, nor for the operation or maintenance
of such Common Areas incurred prior to conveyance thereof unencumbered,
to the Association.
Section 4.15 Reserve Fund, Budget and
Capital Contribution.  The Association shall, in addition, establish
and maintain an adequate reserve fund for the periodic maintenance, repair
and replacement of improvements to the Common Areas, Recreational Amenities
and Right-of-Way Maintenance Areas.  The fund shall be established
and maintained out of regular annual assessments.  ‘I’he Board of
Directors shall annually prepare reserve budgets for the Common Areas,
Recreational Amenities and Right-of-Way Maintenance Areas, which take into
account the number and nature of replaceable assets, the expected life
of each asset, and the expected repair or replacement cost.  The Board
of Directors shall set the required capital contribution in an amount sufficient
to permit meeting the projected needs of the Association, as shown on the
budget, with respect both to amount and timing by annual assessments over
the budget period.  Monies set aside in a reserve fund may not be
reallocated for use in payment of operating expenses.  Monies set
aside in one (1) reserve fund (if more than one (1) such reserve fund is
set up) may be reallocated to other reserve funds with the approval of
the Board of Directors.
Section 4.16 Reimbursement of Costs Expended.
The Board of Directors may levy a charge (“Reimbursement Charge”) against
an Owner if the failure of the Owner to comply with this Declaration, the
Articles of Incorporation, the Bylaws or any rules and regulations shall
have resulted in the expenditure of funds or the determination that funds
will be expanded by the Association to cause such compliance.  Such
Reimbursement Charge shall be levied only after notice and hearing by the
Board of Directors.  The amount of the Reimbursement Charge shall
not exceed actual out of pocket expense of the Association and shall be
due and payable to the Association ten (10) days after notice to the member
of the decision of the Board of Directors that the Reimbursement Assessment
is owing.  Delinquent Reimbursement Charges shall be subject to the
same penalties, interest charge and collections as are applicable to, annual
assessments.
Section 4.17 Right-of-Way Maintenance
Areas.  The Association shall, in addition to the maintenance of the
Common Areas and Recreational Amenities, be expressly empowered to maintain
the landscaping and any other beautification needs of the areas within
the rights-of-way, including but not limited to, landscaping, mowing, edging,
watering, clipping, sweeping, pruning, raking and repairing of any improvements
to such Right-of-Way Maintenance Areas as the Association deems necessary.
Notwithstanding the foregoing, the Association shall not be obligated to
make capital improvements to the Right-of-Way Maintenance Areas.
ARTICLE V GENERAL POWERS AND DUTIES
OF THE

BOARD OF DIRECTORS OF THE
ASSOCIATION
Section 5. 1. Purpose of Maintenance Fund.
The Board, for the benefit of the Owners, shall provide and shall pay for
out of the maintenance fund provided for in Article IV above the following:

a. Taxes and assessments
and other liens and encumbrances which shall properly be assessed or charged
against the Common Areas and Recreational Amenities rather than against
the individual Owners, if any.

b. Care, preservation and
enhancement of the Common Areas and Recreational Amenities.

c. Preservation of the Flood
Plain Area.

d. The services of a professional
person or management firm to manage the Association or any separate portion
thereof to the extent deemed advisable by the Board, (provided that any
contract for management of the Association shall be terminable by the Association,
with no penalty upon ninety (90) days prior written notice to the managing
party) and the services of such other personnel as the Board shall determine
to be necessary or proper for the operation of the Association, whether
such personnel are employed directly by the Board or by the manager.

e. Legal and accounting services
and related cost.

f. A policy or policies of
insurance insuring the Association against any liability to the public
or to the Owners and Declarant (and/or invitees or tenants) incident to
the operation of the Association in an amount or amounts as determined
by the Board of Directors, including a policy or policies of insurance
as provided herein in Article VII.

g. Workers compensation insurance
to the extent necessary to comply with any applicable laws.

h. Such fidelity bonds as
may be required by the Bylaws or as the Board may determine to be advisable.

i. Care, preservation and
enhancement of the Right-of-Way Maintenance Areas.

j. Any other materials, Supplies,
insurance, furniture, labor, services, maintenance, repairs, structural
alterations, taxes or assessments (including taxes or assessments assessed
against an individual Owner) which the Board is required to obtain or pay
for pursuant to the terms of this Declaration or by law or which in its
opinion shall be necessary or proper for the enforcement of this Declaration
and the use, enjoyment, maintenance and repair of the Common Areas, Right-of-Way
Maintenance Areas and Recreational Amenities.
Section 5.2 Powers and Duties of Board.
The Board, for the benefit of the Owners, shall have the following general
powers and duties, in addition to the specific powers and duties provided
for herein and in the Bylaws of the Association:

a. To execute all
declarations of ownership for tax assessment purposes with regard to the
Common Areas and Recreational Amenities, if any, on behalf of all Owners.

b. To borrow funds to pay
costs of operation secured by assignment or pledge of rights against delinquent
Owners if the Board sees fit.

c. To enter into contracts,
maintain one or more bank accounts, and generally to have all the power
necessary or incidental to the operation and management of the Association.

d. To protect or defend the
Common Areas, Recreational Amenities and Right–of-Way Maintenance Areas
from loss or damage by suit or otherwise and to provide adequate reserves
for repairs and replacements.

c. To make reasonable rules
and regulations for the operation of the Recreational Amenities and other
Common Areas and to amend them from time to time; provided that, any rule
or regulation may be amended or repealed by an instrument in writing signed
by a majority of the Owners, or with respect to a rule applicable to less
than all of the Common Areas, by the Owners in the portions affected.

f. To make available for
inspection by Owners within sixty (60) days after the end of each year
an annual report and to make all books and records of the Association available
for inspection by Owners at reasonable times and intervals.

g. To adjust the amount,
collect and use any insurance proceeds to repair damage or replace lost
property, and if proceeds are insufficient to repair damage or replace
lost property, to assess the Owners in proportionate amounts to cover the
deficiency.

h. To enforce the provisions
of any rules made hereunder and to enjoin and seek damages from any Owner
for violation of such provisions or rules.

i. To collect all assessments
and enforce all penalties for nonpayment including the filing of liens
and institution of legal proceedings.
Section 5.3. Board Powers Exclusive.
The Board shall have the exclusive right to contract for all goods, services
and insurance, payment of which is to be made from the maintenance fund
and the exclusive right and obligation to perform the functions of the
Board except as otherwise provided herein.
Section 5.4 Maintenance Contracts.
The Board, on behalf of the Association, shall have full power and authority
to contract with any Owner or other person or entity for the performance
by the Association of services which the Board is not otherwise required
to perform pursuant to the terms hereof, such contracts to be upon such
terms and conditions and for such consideration as the Board may deem proper,
advisable and in the best interest of the Association.
ARTICLE VI ARCHETECTURAL REVIEW
Section 6. 1 Architectural Control Committee.
A committee to be known as the Architectural Control Committee (the “ACC”")
shall be established consisting of three (3) members.

a. The members of
the ACC shall be appointed, terminated and/or replaced by the Board of
Directors.  The foregoing notwithstanding, the Declarant, its successors
or assigns, shall have the right to appoint all the members of the ACC
until 100% of the lots are sold or until Declarant notifies the Association
in writing of its desire to relinquish the right of appointment granted
herein, whichever occurs first.  Thereafter all the members of the
ACC shall be appointed, terminated and or replaced by the Board of Directors.
The initial members appointed to the ACC are Thomas Heyck, Leonard “Buddy”
Powell and Steve Pope.

b.
The purpose of the ACC is to enforce the architectural standards of the
Community and to approve and disapprove changes or additions for improvements
proposed for the Lots.

c. The ACC shall act by simple
majority vote, and shall have the authority to delegate its duties to subcommittees
or to retain the services of a professional engineer, architect, designer,
inspector or other person to assist in the performance of its duties.
Section 6.2 Scope of Review.  No
building, fence, wall, outbuilding, landscaping, pool, athletic facility
or other structure or improvement shall be erected, altered, added onto
or replaced upon any portion of the Property without prior written consent
of the ACC.
Section 6.3 Submission of Plans.
Prior to the initiation of construction or placement of any structure upon
any Lot, the Owner thereof shall first submit to the ACC a complete set
of plans and specifications for the proposed improvements, including site
plans, grading plans, landscape plans, floor plans depicting room sizes
and layouts, exterior elevations,  specifications of materials and
exterior colors, and any other information deemed necessary by the ACC
for the performance of its function.  In addition, the Owner shall
submit the identity of the individual or company intended to perform the
work and projected commencement and completion dates.
Section 6.4 Plan Review.  Upon
receipt by the ACC of all of the information required by this Article VI,
it shall have thirty (30) days in which to review said plans.  The
proposed improvements will be approved if, in the sole opinion of the ACC:
(i) the improvements will-be of i architectural style and material that
are compatible with the other structures in the Property, taking into consideration
the aesthetic aspects of the architectural designs, placement of structures,
landscaping, color schemes, exterior finishes, quality of materials and
similar matters; (ii) the improvements will not violate any restrictive
covenant or encroach upon any Lot, easement, Common Area, Recreational
Amenity or Flood Plain Area or cross platted building set back lines; (iii)
the individual or company intended to perform the work is acceptable to
the ACC; and (iv) the improvements will be substantially completed, including
all cleanup, within three (3) months of the date of commencement [6 months
for the construction of a complete house].  In the event that the
ACC fails to issue its written approval within thirty (30) days of its
receipt of the last of the materials or documents required to complete
the Owner’s submission, the ACC’s approval shall be deemed to have been
granted without further action so long as the plans submitted do not violate
any other provision of the Declaration, the Plat or the Bylaws, in which
event the Owners submission will be deemed to have been denied.
Section 6.5 Deviation from Approved
Plans.  If there shall be a material deviation from the approved plans
in the completed improvements, such improvements shall be in violation
of this Article VI to the same extent as if erected without prior approval
of the ACC.  The ACC, the Association or any Owner may maintain an
action at law or in equity for the removal or correction of the nonconforming
structure-and, if successful, shall recover from the Owner in violation
all costs’, expenses and fees incurred in the prosecution thereof
Section 6.6 Immunity of ACC Members.
No individual member of the ACC shall have any personal liability to any
Owner or any other person for the acts  or omissions of the ACC if
such acts or omissions were committed in good faith and without malice.
The Association shall defend any action brought against the ACC or any
member thereof arising from acts or omissions of the ACC committed in good
faith and without malice.  The ACC shall not be responsible for reviewing,
nor shall its approval of any plans or specifications be deemed approval
thereof from the standpoint of structural safety, engineering soundness,
security, or conformance with building or other codes.
Section 6.7 Waiver of Future Approvals.
The approval or consent of the ACC to any plans or specifications for any
work done or proposed or in connection with any other matter requiring
the approval or consent of the ACC shall not be deemed to constitute a
waiver of any right to withhold approval or consent as to any plans or
specifications or other matter whatever subsequently or additionally submitted
for approval or consent.
Section 6.8 Address for Notice.
Requests for ACC approval or correspondence with the ACC shall be addressed
to the West Brook ACC and mailed or delivered to the principal office of
Centex Real Estate Corporation in Columbia, South Carolina, or such other
address as may be designated from time to time by the ACC.  No correspondence
or request for approval shall be deemed to have been received until actually
received by the ACC in form satisfactory to the ACC.
Section 6.9 Declarant Exemption.
So long as Declarant is a Member the ACC shall have no authority, power
or jurisdiction over Lots owned by Declarant, and the provisions of this
Article VI shall not apply to Lots owned by Declarant until such time as
Declarant conveys title to the Lot to a purchaser thereof.  This Section
6.9 shall not be amended without Declarant’s  written consent set
forth on the amendment.
ARTICLE VII TITLE T0 COMMON AREAS
Section 7.1. Association to Hold.
The Association shall own all Common Areas, Recreational Amenities and
Flood Plain Areas in fee simple and assume all maintenance obligations
with respect to any Common Areas, Recreational Amenities and Flood Plain
Areas which may be hereafter established.  Declarant shall convey
all Common Areas to the Association free and clear of all encumbrances
and, prior to HUD insuring any first mortgage within the Property.
Nothing contained herein shall create an obligation on the part of Declarant
to establish any Common Area.
Section 7.2. Liability- Insurance.
From and after the date on which title to any Common Area, Recreational
Amenity or Flood Plain area vests in the Association, and the date on which
the Association assumes maintenance responsibility for the Right-of-Way
Maintenance Area, the Association shall purchase and carry a general comprehensive
public liability insurance policy for the benefit of the Association and
its members, covering occurrences on the Common Areas, recreational Amenities,
Flood Plain Areas and Right-of-Way Maintenance Areas.  The policy
limits shall be as determined by the Board of Directors of the Association.
The Association shall use its best efforts to see that such policy shall
contain, if available, cross-liability endorsements or other appropriate
provisions for the benefit of members, Directors, and the management company
retained by the Association (if any), insuring each against liability to
each other insured as well as third parties.
Section 7.3. Condemnation.  In the
event of condemnation or a sale in lieu thereof of all or any portion of
the Common Areas, Recreational Amenities and Flood Plain Area the funds
payable with respect thereto shall be payable to the Association and shall
be used by the Association to purchase additional Common Areas and/or Recreational
Amenities to replace that which has been condemned or to take whatever
steps it deems reasonably necessary to repair or correct any damage suffered
as a result of the condemnation.  In the event that the Board of Directors
of the Association determines that the funds cannot be used in such a manner
due to the lack of available land for additional Common Areas and/or Recreational
Amenities or for whatever reason, any remaining funds may be distributed
to each Owner on a pro rata basis.
ARTICLE VIII EASEMENTS
Section 8. 1. Utility Easements.
As long as Class B membership shall be in effect, the Declarant hereby
reserves the right to grant perpetual, nonexclusive easements limited to
the front ten (10) feet of each Lot and the rear five (5) feet of each
Lot and the side four (4) feet of each Lot for the benefit of Declarant
or its designees, upon, across, over, through and under any portion of
the Common Areas or Recreational Amenities for ingress, egress, installation,
replacement, repair, maintenance, use and operation of all utility and
service lines and service systems, public and private, including, without
limitation, cable television.  Declarant, for itself and its designees,
reserves the right to retain title to any and all pipes, lines, cables
or other improvements installed on or in such easements.  Upon cessation
of Class B membership, the Association shall have the right to grant the
easements described herein with regard to the Common Areas and Recreational
Amenities only.
Section 8.2. Declarant’s Easement to
Correct Drainage.  Declarant hereby reserves for the benefit of Declarant
a blanket easement on, over and under the ground within the Property to
maintain and correct drainage of surface waters and other erosion controls
in order to maintain reasonable standards of health, safety and appearance
and shall be entitled to remove trees or vegetation, without liability
for replacement or damages, as may be necessary to provide adequate drainage
facilities.  Notwithstanding the foregoing, nothing herein shall be
interpreted to impose any duty upon Declarant to correct or maintain any
drainage facilities within the Property.
Section 8.3. Easement for Unintentional
Encroachment.  The Declarant hereby reserves an exclusive easement
for the unintentional encroachment by any structure upon the Common Areas,
Recreational Amenities or Flood Plain Area caused by or resulting from,
construction, repair, shifting, settlement or movement of any portion of
the Property, which exclusive easement shall exist at all times during
the continuance of such encroachment as an easement appurtenant to the
encroaching Property to the extent of such encroachment.
Section 8.4. Entry Easement.  In
the event that an Owner fails to maintain his or her Lot as required herein,
or in the event of emergency, the Association shall have the right, but
not the obligation, to enter upon a Lot to make emergency repairs and to
do other work reasonably necessary for the proper maintenance and appearance
of the Lot.  Entry upon the Lot as provided herein shall not be deemed
a trespass, and the Association shall not be liable for any damage so created
unless such damage is caused by the Association’s willful misconduct or
gross negligence.  The easement provided herein is limited to the
exterior of a Unit and yard area within a Lot.  Any cost incurred
by the Association pursuant to this Section 8.4 shall be reimbursed in
accordance with Section 4.16.
Section 8.5. Drainage Easements.
Easements for installation and maintenance of utilities, storm water and/or
a conservation area are reserved as may be shown on the recorded Plat.
Within these easement areas, no structure, planting or other material shall
be placed or permitted to remain which may damage or interfere with the
installation and maintenance of utilities, or which may hinder or change
the direction of flow of drainage channels or slopes in the easements.
The easement area of each Lot and all improvements contained therein shall
be maintained continuously by the Owner of said Lot, except for those improvements
for which a public authority, utility company or the Association is responsible.
Section 8.6. Temporary Completion Easement.
All Lots shall be subject to an easement of ingress and egress for the
benefit of the Declarant, its employees, subcontractors, successors and
assigns, over and upon the front, side mid rear yards of the Property as
may be expedient or necessary for the construction, servicing and completion
of dwellings and landscaping upon Lots adjacent to the Property, provided
that such easement shall terminate twelve (12) months after the date such
Lot is conveyed to an Owner by the Declarant.
Section 8.7. Overhead Transmission Utility
Easement.  A portion of the Common Area identified as Phase III of
the West Brook Subdivision recorded in Lexington County Tax Book as 4200-02-023
of the Official Records of Lexington County, South Carolina is an one hundred
(100) foot Overhead transmission utility easement in favor of the South
Carolina Electric and Gas Company.  Owner’s of Lots bordering the
easement will not be permitted to place structures, plant vegetation or
place or store materials on any portion of the easement.  Declarant
will deed the easement tract to the Association for its continued ownership
and maintenance.
ARTICLE IX USE AND OCCUPANCY

All Lots and dwellings shall
be used and occupied for single family residence purposes only.  No
Lot or dwelling may be used for commercial, institutional or other nonresidential
purpose if such use involves the attendance or entry of nonresidents upon
the Lot or otherwise diminishes the residential character of the Lot or
neighborhood all as more specifically set forth in Section 10.10 below.
This prohibition shall not apply to the use of any Unit by Declarant as
a model home, sales office or construction office, or the use of any Lot
as a site for a construction office trailer or sales office trailer by
Declarant.  No dwelling unit shall be built upon a Lot within the
Property that is less than 1,200 square feet of heated/air-conditioned
space.
ARTICLE X USE RESTRICTIONS
Section IO. 1. Nuisances.  No noxious
or offensive activity shall be carried on upon any Lot, nor shall anything
be done thereon which may be or may become an annoyance or nuisance to
the neighborhood.  Such nuisance shall include, but not be limited
to, the use of power tools generating noise which can be heard beyond the
boundary of a Lot between the hours of 9:00 P.M. and 7:00 A.M. No owner
shall permit anything to be done or kept on his Lot which would result
in the cancellation of insurance on any other residence or which would
be in violation of any law.
Section 10.2. Development Activity.
Notwithstanding any other provision herein, Declarant and its successors
and assigns, shall be entitled to conduct on the Property all activities
normally associated with and convenient to the development of the Property
and the construction and sale of dwelling units on the Property.
Section 10.3. Temporary Structures.
No structure of a temporary character, including, without limiting the
generality thereof, any trailer, tent, shack, garage, barn, motor home
or mobile home or other outbuilding and no prefabricated or relocated structure
shall be used on any lot at any time as a residence, either temporarily
or permanently.  This restriction shall not be interpreted to limit
the right of Declarant to use trailers or outbuildings as sales offices,
construction offices or material storage facilities.
Section 10.4 Signs.  No sign or
emblem of any kind may be kept or placed upon any Lot or mounted, painted
or attached to any Unit, fence or other improvement upon such Lot so as
to be visible from public view except the following:

a. For Sale Signs.
An Owner may erect one (1) sign not exceeding 2′ x 3′ in area, fastened
only to a stake in the ground and extending not more than three (3) feet
above the surface of the ground advertising the property for sale.

b. Declarant’s Signs.
Signs or billboards may be erected by the Declarant.

c. Political Signs.
Political signs may be erected upon a Lot by the Owner of such Lot advocating
the election of one or more political candidates or the sponsorship of
a political party, issue or proposal provided that such signs shall not
be erected more than ninety (90) days in advance of the election to which
they pertain and are removed within fifteen (15) days after the election.
Section 10.5. Campers, Trucks, Boats,
Commercial and Recreational Vehicles.  No boat, trailer, recreational
vehicle, commercial vehicle, camper or camper truck shall be parked, stored
or left (a) on any part of a Common Areas, Recreational Amenities or Flood
Plain Area, (b) in any driveway or (c) on any other part of a Lot unless
the same are fully enclosed within the garage located on the Lot, or are
kept behind the front line of the house on the Lot and behind a fence no
less than six (6) feet in height which screens them from the view of the
public walking by such Lots.  In the event a Lot Owner is required
by his or her employer to bring a commercial vehicle home, then that Lot
Owner must obtain a waiver of this restrictive covenant from the Board
of Directors pursuant to such reasonable requirements as the Board of Directors
shall deem appropriate.  Commercial vehicles shall not include any
vehicles which are passenger cars, pick-up trucks or mini vans (whether
or not business advertisements or information is displayed thereon).
Police vehicles are not included in the definition of commercial vehicles.
Any automobile, motorcycle or truck shall be parked, stored or left wholly
within the garage located upon the Lot, except to the extent a garage is
already occupied to capacity or in the event a home does not have a garage,
in which case such vehicle may be parked in the driveway.  This restriction
shall not apply to sales trailers, construction trailers, or other vehicles
which may be used by Declarant and its agents and contractors in the conduct
of their business.  No boat, truck, trailer, camper, recreational
vehicle or tent shall be used as a living or dwelling area within the Property.
No repairs to or maintenance of any automobile or other vehicle shall be
made or performed on any driveway or front, side or back yard of a Lot.
Such repair and maintenance work shall be confined to the garage and done
in such a manner as to allow the garage door to be closed, except in the
event of a home which does not have a garage, the Owner may conduct such
repair and maintenance work behind the front line of the house on the Lot
and behind a fence no less than six (6) feet in height which screens them
from the view of the public walking by such Lots.
Section 10.6. Pets, Livestock and Poultry.
No animals, livestock or poultry of any kind shall be raised, bred or kept
on any Lot, except for cats, dogs or other generally recognized household
pets of a reasonable number, provided that they are not kept, bred, or
maintained for any commercial purpose; and provided further, than no more
than three (3) adult animals may be kept on a single Lot except for newborn
offspring of such household pets which are under nine (9) months of age.
All such animals shall be kept in strict accordance with all local laws
and ordinances (including leash laws) and in accordance with all rules
established by the West Brook Homeowner’s Association.
Section 10.7. Garbage and Refuse Disposal.
No Lot shall be used or maintained as a dumping ground for rubbish other
than during the time a house is being constructed thereon.  Trash,
garbage or other waste shall not be kept except in sanitary containers.
All equipment for the storage or disposal of such material shall be kept
in a clean and sanitary condition.  No cans, bags, containers or receptacles
for the storing or disposal of trash, garbage, refuse, rubble, or debris
shall be stored, kept, placed or maintained on any Lot where visible from
any street except solely on a day designated for removal of garbage and
rubbish and on which days only such cans, bags, containers, and receptacles
may be placed in front of a residence and beside a street for removal but
shall be removed from view before the following day.
Section 10.8. Sight Distance at Intersections.
No object or thing which obstructs sight lines at elevations between two
(2) and six (6) feet above the roadways within the triangular area formed
by the intersecting street curb lines and a line connecting them at points
twenty-five (25) feet from the intersection of the street curb lines or
extensions thereof (the “Sight Obstruction Area”) shall be placed, planted
or permitted to remain on any corner Lots.  The same sight line limitations
shall apply on any Lot within ten (10) feet from the intersection of a
curb line with the edge of a driveway or alley pavement.  No tree
shall be permitted to remain within such distances of such intersections
unless the foliage line is maintained at sufficient height to prevent obstruction
of such sight lines.
Section 10.9. Parking.  No vehicles,
trailers, implements or apparatus may be driven or parked in the Common
Areas, Recreational Amenities, Flood Plain Area, Right-of-Way Maintenance
Areas or on any easement, other than while in use for maintaining such
Common Areas, Recreational Amenities or Right-of-Way Maintenance Areas.
In order to enhance the aesthetic image of the community and to create
a safer community for children, Lot Owners are requested not to park vehicles,
trailers, implements or apparatus in the street and whenever possible to
park such in the garage or driveway of Lot Owner’s property.
Section 10.10. Commercial or Institutional
Use.  No Lot, and no building erected or maintained on any Lot shall
be used for manufacturing, industrial, business, commercial, institutional
or other nonresidential purposes, except for construction offices, model
homes and sales offices as set forth in Article IX.  Nothing in this
Section 10.10 shall prohibit all Owner’s use of a residence for quiet,
inoffensive activities such as tutoring, giving music or art lessons, or
in home day care (babysitting), so long as such activities do not materially
increase the number of cars parked on the street or interfere with adjoining
homeowners’ use and enjoyment of their residences and yards.
Section 10.11 Detached Buildings.
No detached accessory buildings, including, but not limited to, detached
garages and storage buildings, shall be erected, placed or constructed
upon any Lot without the prior consent of the ACC.  Every outbuilding,
inclusive of, but not limited to such structures as a storage building,
greenhouse or children’s playhouse shall be compatible with the dwelling
to which it is appurtenant in terms of its design and material composition.
In no instance shall an outbuilding, excluding a detached garage, exceed
one (1) story in height or have total floor area in excess of ten percent
(10%) of the floor area of the main dwelling.
Section 10. 12. Fences.

a. Fences in General.
No fence or wall shall be erected or maintained on the side yard of any
Lot nearer to the street than the front building line of the house.
No fences or walls shall be constructed in the front yard of any Lot, except
for fences erected in conjunction with model homes or sales offices.
All fences constructed require prior written consent of the ACC.
Chain link or other similar metal fencing is expressly prohibited, except
as and where constructed by Declarant along ditch/canal easements bordering
the Property and except that 2″ x 4″ mesh may be used with split rail fencing
to contain animals within the yard.  Perimeter fencing and privacy
fencing around patios, decks or pools may not exceed six (6) feet in height.

b. Pool Fences.
It shall be a requirement within the Property that any pool constructed
within the Property, whether above ground or inground shall be surrounded
by a non-climbable Perimeter fence of at least five (5) feet in height
and equipped with a self–closing mechanism on all gates.  The design
for swimming pool and fence construction must be submitted to the ACC for
prior approval, and said approval will not be given unless the plans therefore
include a perimeter fence in compliance with this section.  The minimum
fence requirements contained in Section 10.12(a) shall apply to any pool
fences constructed within the Property.
Section 10.13. Vegetation.  No weeds
or vegetation, of any kind whatsoever shall be placed or permitted to accumulate
on any Lot or any portion of the Property which would render it unsanitary,
unsightly, Offensive, or detrimental to any property in the vicinity thereof
or to the occupants of any property in such vicinity.  Grass, hedges,
shrubs, vines and mass planting of any type on any Lot or any portion of
the Property shall be kept trimmed and shall at regular intervals be mowed,
trimmed and cut so as to appear neat and attractive.  Trees, shrubs,
vines and plants which die shall be promptly removed from a Lot.
Section 10. 14. Antennae, Satellite Dishes
and Solar Collectors.  No Owner may erect or maintain a television
or radio receiving or transmitting antenna, satellite dish or similar implement
or apparatus, or solar collector panels or equipment upon any Lot unless
such apparatus is erected and maintained in such a way that it is screened
from public view at a point in the center of the public street right-of-way
directly in front of the house erected on such Lot; and no such apparatus
shall be erected without the prior written consent of the ACC.
Section 10. 15. Exterior Finish.  All
exterior walls of all dwellings, garages and approved accessory buildings
shall be completely finished with vinyl siding, wood, stucco, brick, stone,
paneling or other material acceptable to the ACC.
Section IO. 16.
Section 10.17. Clothes Hanging Devices.
Clothes hanging devices exterior to a dwelling shall not be visible from
outside the Lot.
Section 10.18. Window Treatment.
No aluChimneys.  All fireplace flues, smoke stacks and spark arresters
shall be completely enclosed and concealed from public view in finished
chimneys of materials architecturally compatible with the principal finish
material of the exterior walls of the dwelling or otherwise approved by
the ACC.minum foil, newspaper, reflective film or similar treatment shall
be placed on windows or glass doors.
Section 10.19. Oil and Mining Operations.
No oil drilling, oil development operations, oil refining, quarrying or
mining operation of any kind shall be permitted upon or in any Lot, nor
shall oil wells, tanks, tunnels, mineral excavations, or shafts be permitted
upon any Lot.  No derrick or other structure designed for use in boring
for oil or natural gas shall be erected, maintained or permitted upon any
Lot.  No tank for the storage of oil or other fluids may be maintained
on any of the Lots above the surface of the ground other than commercially
marketed propane or natural gas tanks used for outdoor grills or pool or
spa heating equipment.
Section 10.20. Mail Boxes.  Mail boxes
shall be erected and maintained upon areas determined by the U.S. Postal
Service in accordance with the current postal authority standards and the
approval of the ACC.
Section 10.21. Roof   Exposed
roof surfaces on any principal and/or secondary structures shall be of
composition shingles.  The ACC shall have the authority to approve
roof treatments and materials when in its determination such treatments
and materials, in the form utilized will not be a detriment to the quality
of the neighborhood.
Section 10.22 Setback Lines.  All
buildings or other structures, permanent or temporary, habitable or uninhabitable,
must be constructed, placed and maintained in conformity with setback lines
as required by the recorded plat.  Notwithstanding the foregoing,
the ACC shall have the right and authority to approve variances from the
setback requirements for reasonable cause or to alleviate a hardship.
Section 10.23. Water and Sewer Systems.
No individual water supply system or sewage disposal system shall be permitted
on any Lot, including but not limited to water wells, cesspools or septic
ranks.
Section 10.24. Recreational Facilities.
Recreational facilities such as swing sets, trampolines, swimming pools,
basketball goals or sport courts, either permanent or temporary, shall
not be placed on any Lot without the prior written consent of the ACC.
Section 10.25. Unlawful Activity . No unlawful
activity shall be conducted on any Lot or in any other part of the Property.
Nothing shall be done within the Property that is an unreasonable annoyance,
inconvenience or nuisance to the residents of the Property, or that unreasonably
interferes with the quiet enjoyment by occupants of Lots within the Property.
Section 10.26. Flood Plain Areas.
Certain portions of the Property have been designated as a Flood Plain
by the Federal Emergency Management Agency (“FEMA”).  Declarant will
convey the portion of the Property designated as a Flood Plain Area to
the Association in fee simple title and the Association shall assume all
responsibilities with respect to the Flood Plain Area.  Owners of
Lots are hereby put on notice that Flood Plain Areas will be included within
the Common Areas to be owned by the Association which may border on Lots
and may not be disturbed or improved in any manner.  Without limiting
the generality of the foregoing, Owners shall be prohibited from improving,
cutting, pruning, disposing of trash, filling, planting, removing of plants,
draining or dumping upon any of the Flood Plain Areas.  The Association,
unless provided otherwise by laws, applicable rules, ordinances, regulations,
law or the like, shall be permitted to remove any trash deposited in or
blown onto any of the Flood Plain Areas, but no vegetation or soils may
be added thereto without the prior approval of FEMA.  Failure of Owners
of homes in the Property to adhere to the policies and procedures of the
Flood Plain Areas pertaining to the use, misuse and maintenance of Flood
Plain Areas may result in the implementation of fines or other penalties
against violators from Federal or State governmental agencies.
ARTICLE XI GENERAL PROVISIONS
Section 11.1. Remedies.  In the event
of any default or violation by any Owner under the provisions of the Declaration,
Bylaws or rules and regulations of the Association, the Association and
any Owner shall have each and all of the rights and remedies which may
be provided for in this Declaration, the Bylaws and said rules and regulations,
and those which may be available at law or in equity, and may prosecute
any action or other proceedings against such defaulting Owner and/or others
for enforcement of any lien, statutory or otherwise, including foreclosure
of such lien and the appointment of a receiver for the Lot and ownership
interest of such Owner, or for damages or injunction, or specific performance,
or for judgment for payment of money and collection thereof, or for any
combination of remedies, or for any other relief.  No remedies herein
provided or available at law or in equity shall be deemed mutually exclusive
of any other such remedy.  All expenses of the Association in connection
with any such actions or proceedings, including court costs and attorneys’
fees and other fees and expenses, and all damages, liquidated or otherwise,
together with interest thereon at the maximum rate permitted by taw, but
with reference to any Lots financed by FHA insured loans, not in excess
of the maximum rate of FHA loans at the time of delinquency, from the due
date until paid, shall be charged to and assessed against such defaulting
Owner, and shall be added to and deemed part of his respective maintenance
assessment (to the same extent as the lien provided herein for unpaid assessments),
upon the Lot and upon all of his additions and improvements thereto.
Any and all of such rights and remedies may be exercised at any time and
from time to time, cumulatively or otherwise, by the Association or any
Owner.
Section 11.2. Term and Amendments.
The covenants and restrictions of this Declaration shall run with and bind
the land for a term of thirty (30) years from the date this Declaration
is recorded, after which time they shall be automatically extended for
successive periods of ten (10) years each, unless seventy-five percent
(75%) of the votes outstanding shall have voted to terminate the covenants
and restrictions of this Declaration upon the expiration of the initial
30-year period or any extension thereof, which termination shall be by
written instrument signed by seventy-five percent (75%) of the Owners and
properly recorded in Lexington County, South Carolina.  This Declaration
may be amended during the first 30-year period by an instrument signed
by not less than seventy-five pet-cent (75%) of the Owners and by the Declarant
if the Class B membership has not theretofore terminated, and thereafter
by an instrument signed by not less than seventy-five percent (75%) of
the Owners.  Any amendment must be recorded.  Notwithstanding
any provisions hereof to the contrary, the Declarant may, at its sole discretion
and without consent being required of anyone, modify, amend, or repeal
this Declaration at any time prior to the closing of the sale of the first
Lot, provided said amendment, modification, or repeal is in writing and
properly recorded in Lexington County, South Carolina.  Declarant
further reserves, prior to the closing of the sales of all of the Property,
all rights which may be necessary to deal with the Property, including
the right to vacate, amend, or modify the plat of subdivision.  Amendments
shall be subject to prior approval by FHA and VA if any Lot within the
Property is encumbered by an FHA or VA mortgage loan.
Section 11.3. Severability.  Invalidation
of any one of these covenants or restrictions by judgment or court order
shall in no way affect any other provisions which shall remain, in full
force and effect.
Section11.4. Rights and Obligations.
The provisions of this Declaration and the Articles of Incorporation and
Bylaws and the rights and obligations established thereby shall be deemed
to be covenants running with the land and shall inure to the benefit of,
and be binding upon, each and all of the Owners and their respective heirs,
representatives, successors, assigns, purchasers, grantees and mortgagees.
By the recording or the acceptance of a deed conveying a Lot or any ownership
interest in the Lot whatsoever, the person to whom such Lot or interest
is conveyed shall be deemed to accept and agree to be bound by and subject
to all of the provisions of this Declaration and the Articles of Incorporation
and Bylaws, whether or not mention thereof is made in said deed.
Section 11.5. Annexation.

a. Additional residential
property, Common Areas and Recreational Amenities may be annexed to the
Properties only with the consent of two thirds (2/3) of each class of Members.

b. Notwithstanding the above,
additional land within the area shown on Exhibit “B” (“Additional Land”)
which may include, but not be limited to, residential property, Common
Areas and Recreational Amenities maybe annexed by the Declarant without
the consent of Members within seven (7) years of the date of this Declaration
by recording a Supplemental Declaration of Annexation.  Provided,
however, that should Declarant elect to improve and develop all or part
of the Additional Land, Declarant shall have the right to impose covenants
and restrictions which are the same as or similar to or not substantially
different to those contained herein on all or part of the Additional Land.
Notwithstanding anything contained herein which might otherwise be interpreted
to produce a contrary result, this Declaration does not create any charge,
lien or other encumbrance or restriction on any part of the Additional
Land, or affect in any way the title thereto or any part thereof, nor does
this Declaration create an obligation upon Declarant to improve and develop
all or any portion of the Additional Land or annex the Additional Land
into the Association.

Section 11.6. Miscellaneous
Provisions.  Any provision of the within Declaration or of the Articles
of Incorporation and Bylaws to the contrary notwithstanding, the following
provisions shall control:

a. FHA/VA Approval.
As long is there is Class B membership, the following actions will require
approval of the Federal Housing Administration and the Department of Veterans
Affairs as applicable: (1) amendment of the Declaration or the Articles
of Incorporation or Bylaws of the Association, (2) mortgaging or dedication
of Common Areas and Recreational Amenities, and (3) dissolution of the
Association.
b. The following actions will require notice to all institutional
holders of first mortgage liens: (1) abandonment or termination of the
Association; or (2) material amendment to the Declaration.

C. Upon the written request
of any first mortgagee of a dwelling on a Lot, the Association shall furnish
to such mortgagee a written notice of any default by the Owner of such
dwelling in the performance of such Owner’s obligations under the within
Declaration or the Bylaws or Association rules or regulations which is
not cured within thirty (30) days.  Any first mortgagee, including
any Federal Agency which guaranties any mortgage on any Lot of a dwelling
who comes into possession of the said dwelling pursuant to the remedies
provided in the mortgage, a foreclosure of the mortgage, or deed (or assignment)
in lieu of foreclosure, shall take such property free of any claims for
unpaid assessments or charges in favor of the Association against the mortgaged
dwelling which accrued prior to the time such holder comes into possession
of the dwelling.

d. Unless at least seventy-five
percent (75%) of the first mortgagees (based upon one (1) vote for each
mortgage) have given their prior written approval, neither the Association
nor the Owners shall be entitled to:

(i) by act or omission seek
to abandon, partition, encumber, or transfer the Common Areas, Recreational
Amenities or Flood Plain Area, if any, or any portion thereof or interest
therein;

(The granting of easements
for public utilities or other public

purposes consistent with
the intended use of such property shall not be deemed a transfer within
the meaning of this clause.)

(ii) substantially change
the method of determining the obligations, assessments, dues or other charges
which may be levied against an Owner by the Association;

(iii) by act or omission
change, waive, or abandon any scheme of regulations or enforcement thereof
pertaining to the architectural design or the exterior appearance of the
dwellings or maintenance of the dwellings or Lots;

(iv) fail to maintain liability
and extended coverage insurance on insurable property comprising a part
of the Common Areas, Recreational Amenities and Flood Plain Area on a current
replacement cost basis in an amount not less than one hundred percent (100%)
of the insurable value (based on current replacement costs).

e. All personal pronouns
used in this Declaration, whether used in the masculine, feminine or neuter
gender, shall include all other genders; the singular shall include the
plural and vice versa.
Section 11.7        (INTENTIONALLY OMITTED)

Section 11.8.  Headings.
The Headings contained in this Declaration are for reference purposes only
and shall not in any way affect the meaning or interpretation of this Declaration.

Section 11.9
Conflicts.  In the event of conflict between the terms of this Declaration
and any Bylaws, rules, regulations or Articles of Incorporation of the
Association, this Declaration shall control.

Section 11.10
Partial Invalidity.  The invalidation of any one of these covenants
by judgement or court order shall in no way affect any of the other provisions,
which shall remain in full force and effect.

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