I~

BOOK 214 6 PAGE 5 -/ f-' I~--; __ l)

GRFE~lYIL.LE, SC Note: This Declaration was recorded on 'tn ___ ___,.;,

the Office of Register of Deeds for Greenville County in Deed Book __ beginning at PageZOOS J,1A Y 2 3 P 4= 11

TIMOTHY L. HAHHEY REGISTER OF DEEDS

MASTER DEED

OF

THE RICHLAND

HORIZONTAL PROPERTY REGIME

Greenville, South Carolina

Developer:

Sky Green Holdings, Inc.

Prepared by:

James A. Blair, III, Esquire

Law Offices of NELSON MULLINS RILEY & SCARBOROUGH, LLP

Post Office Box 10084 Greenville, South Carolina 29203-0084

(864) 250-2300

05-23-2005 OlCL.8145

4528:1

RED][)IHG FEE 101. 00

This is 'th~ fi event other : " pl :

1 1

in fro ly ~ij~ll be de

BOOK 21 4 6 PAGE 6

THE PARTIES AGREE THAT THE PROVISIONS OF THE SOUTH CAROLINA UNIFORM ARBITRATION ACT,§ 15-48-10, ET SEO., OF THE CODE OF LAWS OF SOUTH CAROLINA FOR 1976 (AS AMENDED) SHALL BE APPLICABLE TO THIS AGREEMENT, EXCEPT THAT WHERE THE TERMS OF THIS AGREEMENT CONFLICT WITH THE UNIFORM ARBITRATION ACT. THEN THE TERMS OF THIS AGREEMENT SHALL PREVAIL. SECTION 18 CONTAINED HEREIN CONSISTS OF THE ENTIRE AGREEMENT BETWEEN THE PARTIES REGARDING ARBITRATION.

MASTER DEED

OF

The Richland Horizontal Property Regime

Greenville County, Greenville, South Carolina

**********

Sky Green Holdings, Inc., a South Carolina corporation, hereinafter referred to as the "Grantor," as the sole owner of the land and improvements hereinafter described, does hereby make, declare, and publish its intention and desire to submit, and does hereby submit, the lands and buildings herein described, together with all other improvements thereon, including all easements, rights, and appurtenances thereto belonging, to a Horizontal Property Regime (to be known as The Richland Horizontal Property Regime, hereinafter called the "Regime") in the manner provided for by the South Carolina Horizontal Property Act, as amended, S.C. Code Ann.§ 27-31-10, et seq. (1976). ln conformity with§ 27-31-30 and§ 27-31-100 of said Act, the Grantor sets forth the following particulars:

BOOK 214 6 PAGE 7

GENERAL DEFINITIONS

Unless the context requires otherwise, the terms used in this Master Deed and in the other condominium documents shall have the following definitions:

1.1. "Act" means the South Carolina Horizontal Property Act, S.C. Code§ 27-31-10, et seq., (1976), Code of Laws, as heretofore amended, and as it may be amended hereafter from ti me to time.

1.2. "Articles" shall mean the Articles of Incorporation of the Association.

1.3. "Association" shall mean The Richland Horizontal Property Regime Homeowners Association, Inc.

1 .4. "Board of Directors" shall mean the Board of Directors of the Association.

1.5. "Building" means a structure or structures containing in the aggregate two or more Units, comprising a part of the Property.

1.6. "Bylaws" mean the Bylaws of The Richland Horizontal Property Regime Homeowners Association, Inc., annexed to this Master Deed as Exhibit "G," as amended from time to time as therein provided.

1.7. "Commercial Unit" or "Commercial Units" shall mean those Units designated by Grantor as Commercial Units which designation shall permit the use of the so designated Units by the respective Co-Owners for commercial purposes.

1.8. "Common Elements" shall mean all parts of the Property, including the land submitted to this Master Deed, other than Units.

1.9. "Common Expense" means all liabilities or expenditures made or incurred by or on behalf of the Association for the maintenance and operation of all Common Elements, proposed Common Elements, easements or Association Property.

1.1 o. "Condominium" means that form of ownership established by the provisions of the Act under which space intended for independent use is owned by a Co-Owner in fee simple and the parts of the Property other than such independently owned spaces are owned by all such Co-Owners in undivided interests, which undivided interests are appurtenances to the respective independently owned spaces.

1.11. "Co-Owner" means an individual, person, firm, corporation, partnership, association, trust or other legal entity, or any combination thereof, who or which owns a Unit. The term "Owner" may be used interchangeably with Co-Owner herein.

l

BOOK 2 1 4 6 PAGE 8

1.12. "Declaration of Restrictions" means that certain declaration of covenants, conditions, restrictions and easements of the Regime dated of even date herewith, as amended from time to time.

1.13. "Grantor" means Sky Green Holdings, Inc., its successors and assigns. The purchaser of a Unit shall not be considered a "successor or assign" for the purposes of this definition. A specific assignment of Project Declarant's rights shall designate any "successor or assign" as the recipient of Project Declarant's Rights. As used herein, Grantor shall be interchangeable with Declarant or Project Declarant.

1.14. "Grantor Control Period" shall mean that period during which Grantor may appoint and remove members of the Board of Directors.

1.15. "Horizontal Property Regime" means the legal entity provided for in the Act.

1.16. "Installment Purchase Agreement" means a contract for deed, installment purchase agreement or other arrangement for the conveyance of a Unit or Undivided Ownership Interest whereby the seller retains legal title to the Unit or Undivided Ownership Interest being conveyed until the entire purchase price is paid by the buyer.

1.17. "Limited Common Element" means any portion of the Common Elements reserved for the exclusive use of less than all the Co-Owners.

1.18. "Majority" or "Majority of Co-Owners" means 51 % or more of the basic value of the property as a whole, in accordance with the percentage of ownership interest, as set forth in Exhibit "D" of this Master Deed.

1.19. "Master Deed" means the within Master Deed of The Richland Horizontal Property Regime.

1.20. "Mortgage" means any (i) mortgage, deed of trust or other security instrument used for the purpose of subjecting real property to a lien or encumbrance as security for indebtedness and (ii) any Installment Purchase Agreement.

1.21. "Mortgagee" means the holder, beneficiary or mortgagee under any Mortgage and the seller or holder of any Installment Purchase Agreement.

1.22. "Percentage Interest" shall mean Percentage of Undivided Ownership Interest of any Unit holder.

1.23. "Person" means an individual, corporation, partnership, association, trustee or other legal entity, or any combination thereof.

1.24. "Project" means The Richland Condominium Project.

2

•

BOOK • '! o PAGE

1.25. ''Project Manager'' means the entity identit'ied as the Management Firm in the Management Agreement attached as Exhibit H to this Master Deed, its successors and assigns, or such other firm or entity responsible for the man­agement of the Common Elements, the Association and other portions of the Project as set forth in the Management Agreement.

1.26. ''Property'' shall mean and include the land which is or may be owned in t·ee simple by Grantor and which is herein or may hereafter be submitted to the provisions of the Act by this Master Deed and any amendments thereto, along with all improvements constructed thereon and all easements, rights and appurtenances belonging thereto, which comprise the Horizontal Property Regime established by this Master Deed, also being sometimes called the ''Project.''

1.27. ''Regime'' means the same thing as ''Horizontal Property Regime."

1.28. ''Unit'' means a part of the Property intended for any type of independent use (whether it be for residential, commercial, recreational, storage or business) including one or more rooms or enclosed spaces located on one or more floors ( or parts thereof) in a building or if not in a building in a separate! y delineated place whether open or enclosed and with a direct exit to a public street or highway, or a Common Element or easement leading to such street or highway. Unit shall have the same meaning as ''Apartment'' under and as defined in the S.C. Code Ann.§ 27-31-20 (1976).

1.29. ''Unit Boundaries'' mean the boundaries of each Unit, both as to vertical and horizontal planes as shown on the Plans, are the undecorated surf aces of the perimeter walls, exterior doors and exterior windows facing the interior ot· the Unit, the undecorated surfaces ot· the ceiling t·acing the interior of the Unit, and the topmost surfaces of the subflooring, and include the decoration on all such interior and topmost surfaces, including, without limitation, all paneling, tiles, wallpaper, paint, finished flooring and any other materials constituting any part of the decorated surfaces thereof, and also includes all spaces, interior partitions and other fixtures and improvements within such boundaries. Also included as a part of the Unit shall be those portions of the heating and air conditioning system for the Unit which are located within the perimeter walls of the Unit and those portions of the heating and air conditioning system located in the Common Elements, wherever located.

1.30. ''Unit Owner'' means the person or persons, including the Grantor, owning a Unit in fee simple.

1.31. ''Whole Unit Owner'' means an individual, person, firm, corporation, partnership, association, trust or other legal entity, or any combination thereof, who or which owns a Unit.

3

BOOK • PAGE

1. Legal Description and Survey

The lands (the ''Real Property'') which are hereby submitted to the Regime are described on Exhibit ''A'' attached hereto and made a part hereof by reference. The Real Property as so described has an area set forth on the survey referenced in and attached to said Exhibit ''A."

Inc·orporated herein by reference, as is set forth in full herein, is a plat of the .'iurvey and existing improvement whic·h land is· the same land described in Exhibit ''A,'' whic·h plat i,'i attached hereto and incorporated herein as· Exhibit ''B. '' A Plot Plan of the buildings· s·howing the location of the buildings and other improvement,'i either con.'itructed or to be constructed (hereinafter ''Plot Plan.'i '') con,'iisting of a Site Plan, ground level; Building Plan.'i, level I through 4, Building Roof Plan, Eas·t, North, South and West Side Elevations of the buildings on the Real Property and a s·et of floor plans· (hereinafter ''.fioor plans'') for each type of Condominium and its respective unit number (hereinafter ''Plot Plans·'') which ,\·how graphically the dimensions, area, and location of each Condominium in the buildings to be constructed on the Real Property and General Common Elements to be c·onstructed on the Real Property affording acces,'i to each Condominium. Each Condominium is identified thereon by specific letter/ number and no Condominium bears the same de.'iignation as any other Condominium. Said Plot Plans· and Floor Plans are attached hereto as· Exhibit ''C. '' The building containing the Condominiums hllS

. .

an aggregate area s·et forth thereon.

2. Number of Total Units

The Real Property, at the time of tiling this Master Deed, is a Condominium Complex known as The Richland, containing 24 units.

3. Warranty

FOR A PERIOD OF ONE (1) YEAR FROM THE DATE HEREOF, GRANTOR OR ITS CONTRACTOR WILL, AT NO COST TO THE REGIME, REPAIR OR REPLACE ANY PORTION OF THE GENERAL AND LIMITED COMMON ELEMENTS, EXCEPT FIXTURES, FURNITURE, ACCESSORIES, AND APPLIANCES COVERED BY A WARRANTY OF MANUFACTURERS AND DEALERS, WHICH ARE DEFECTIVE AS TO MATERIAL OR WORKMANSHIP. THE LIABILITY OF THE GRANTOR IS EXPRESSLY LIMITED TO SUCH REPAIRS OR REPLACEMENT AND GRANTOR MAKES NO OTHER WARRANTIES EXPRESSED OR IMPLIED, (INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, SOUNDNESS, QUALITY, WORKMANLIKE SERVICE, VALUE, SUITABILITY, FITNESS, HABITABILITY, OR FITNESS FOR A PARTICULAR PURPOSE).

AS TO ANY PERSONAL PROPERTY (INCLUDING WITHOUT LIMITATION, FAN COIL UNIT(S), MOTORIZED DAMPERS, AND HEATING, VENTILATING AND COOLING CONTROLS) CONVEYED ALONG WITH A CONDOMINIUM BY THE GRANTOR TO AN OWNER, AND AS TO ANY ''CONSUMER PRODUCT'' (AS THAT TERM MAY BE

4

BOOK . PAGE

DEFINED UNDER APPLICABLE FEDERAL LAW OR IMPLEMENTING REGULATIONS, OR AS A TERM OF SIMILAR MEANING MAY BE DEFINED UNDER STA TE, OR LOCAL LAWS, OR THEIR IMPLEMENTING REGULATIONS) WHICH MAY BE CONTAINED IN THE CONDOMINIUM, GRANTOR NEITHER MAKES NOR ADOPTS ANY WARRANTY WHATSOEVER AND SPECIFICALLY EXCLUDES EXPRESS OR IMPLIED WARRANTIES OF ANY NATURE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE. ADDITIONALLY, THE SELLER EXCLUDES ALL WARRANTIES OF SOUNDNESS, QUALITY, WORKMANLIKE SERVICE, VALUE, SUITABILITY, FITNESS, OR OF HABITABILITY.

4. Condominiums and General and Limited Common Elements

The Regime consists of Condominiums and General and Limited Common Elements and any other Phases hereinafter submitted to the Regime, as said terms are hereinafter defined.

(a) The Condominiums

The Condominiums consist of one building consisting of four stories. The building contains 6 units consisting of Types ''A," ''B," ''C," ''D," ''E," and ''F'' (one on each floor) of the

•

following general description. The Units are identified as Units 101-106 (first floor), 201-206 (second t1oor), 301-306 (third floor), and 401-406 (t·ourth t1oor).

Type ''A'' units have 2 bedrooms, a master bedroom at approximately 270 SF served by a walk-in-closet of 96 SF and a bedroom/study at 230 SF served by a closet ot· 15 SF. ''A'' units have 2 full bathrooms ( containing lavatory, water closet, and shower/bath), including a master bathroom of 136 SF and another full bathroom of 75 SF, and 1 half bathroom (containing lavatory and water closet) of 23 SF. Entry is through a foyer and hallway of 65 SF into a den of 323 SF to a kitchen (with cabinets, refrigerator, sink, dishwasher, and range/oven) ot· 221 SF and a dining room of 303 SF. ''A'' units also contain a living room (with t'ireplace) of 384 SF. ''A'' units are served by an inside utility closet of 42 SF. The conditioned space (measured to the inside face ot· the outside wall and party wall) is approximately 2,200 SF.

Type ''B'' units have 2 bedrooms, a master bedroom at approximately 213 SF served by a closet of 57 SF and a bedroom at 184 SF served by a closet of 33 SF. ''B'' units have 2 full bathrooms (containing lavatory, water closet, and shower/bath), including a master bathroom of 130 SF and another full bathroom of 56 SF, and 1 half bathroom (containing lavatory and water closet) of 22 SF. Entry is through a foyer ot· 38 SF into a dining room of 136 SF then into a kitchen (with cabinets, refrigerator, sink, dishwasher, and range/oven) ot· 189 SF. ''B'' units also contain a living room ot· 323 SF. The conditioned space (measured to the inside face of the outside wall and party wall) is approximately 1,400 SF.

Type ''C'' units have 2 bedrooms, a master bedroom at approximately 195 SF served by a closet of 57 SF and a bedroom at 123 SF served by a closet of 51 SF. ''C'' units have 2 full bathrooms (containing lavatory, water closet, and shower/bath), including a master bathroom of 98 SF and another full bathroom of 57 SF. Entry is through a foyer and hallway of 53 SF into a kitchen (with cabinets, refrigerator, sink, dishwasher, and range/oven) of 113 SF and a dining

5

•

BOOK PAGE

room of 133 SF. ''C'' units also contain a living room of 223 SF. The conditioned space (measured to the inside face of the outside wall and party wall) is approximately 1,200 SF.

Type ''D'' units have 1 bedroom, a master bedroom at approximately 186 SF served by a closet of 50 SF. ''D'' units have 1 full bathroom (containing lavatory, water closet, and shower/bath), a master bathroom of 134 SF, and 1 halt· bathroom (containing lavatory and water closet) ot· 19 SF. Entry is through a foyer and hallway of 53 SF into a kitchen (with cabinets, refrigerator, sink, dishwasher, and range/oven) of 147 SF and a dining room of 87 SF. ''D'' units also contain a living room of 233 SF. The conditioned space (measured to the inside face ot· the outside wall and party wall) is approximately 1,000 SF.

Type ''E'' units have 2 bedrooms, a master bedroom at approximately 196 SF served by a closet ot· 36 SF and a bedroom at 153 SF served by a closet of 34 SF. ''E'' units have 2 full bathrooms (containing lavatory, water closet, and shower/bath), including a master bathroom of 111 SF and another full bathroom of 36 SF, and 1 half bathroom ( containing lavatory and water closet) of 24 SF. Entry is through a foyer and hallway of 50 SF into a kitchen (with cabinets, refrigerator, sink, dishwasher, and range/oven) of 155 SF and a dining room of 260 SF. ''E'' units also contain a living room of 338 SF. The conditioned space (measured to the inside face of the outside wall and party wall) is approximately 1,600 SF.

Type ''F'' units have 2 bedrooms, a master bedroom at approximately 206 SF served by a closet of 107 SF and a bedroom at 239 SF served by a closet of 15 SF. ''F'' units have 2 full bathrooms (containing lavatory, water closet, and shower/bath), including a master bathroom of 140 SF and another full bathroom of 58 SF, and 1 half bathroom (containing lavatory and water closet) of 18 SF. Entry is through a foyer and hallway of 58 SF into a kitchen (with cabinets, refrigerator, sink, dishwasher, and range/oven) of 195 SF and a dining room of 222 SF. ''F'' units also contain a living room of 311 SF. ''F'' units are served by an inside storage closet of 63 SF. The conditioned space (measured to the inside face of the outside wall and party wall) is approximately 2,000 SF.

(b) General Common Elements means and includes:

(1) The land on which the building and parking area stand, more fully described above, together with all of the other real property described in Exhibit ''A'';

(2) The foundations, main walls, roofs, halls, corridors, lobbies, stairways, elevators, and communication ways of the building;

(3) The sprinkler system, yards, patio, shrubs, planter boxes, exterior lights, fire alarms, fire hoses, signs, and storm drainage system, except as otherwise provided or stipulated;

(4) The compartments or installations of central services such as power, light, telephone, television, cold and hot water, surveillance cameras and screens, refrigeration, generator, fuel tank and water pump, and the like;

(5) The parking areas and all appurtenances thereto.

6

BOOK 214 6 PAGE 13

(6) In general, all devices or installations existing for common use;

(7) All other elements of the property including mailbox kiosks and postal center;

(8) All other elements of the property rationally of common use or necessary to its existence, upkeep, and safety; and

(9) The common area containing such areas as are shown on said plat and shown on Exhibit "C."

(c) Limited Common Elements means and includes:

( 1) Any individual mailboxes, porches, balconies, entrance or exit ways, and all exterior doors and windows or other fixtures designed to serve one or more but less than all Condominiums, are Limited Common Elements allocated exclusively to such Condominium or Condominiums.

(2) If any flue, duct, wire, conduit, load bearing wall, load bearing column, or any other fixture lies partially within and partially outside the designated boundaries of a Condominium, any portion serving only that Condominium is a Limited Common Element allocated solely to that Condominium. Insofar as possible, the Limited Common Elements are shown graphically and described in detail in words and figures in the plat and plot plans.

(3) The air conditioning units/compressors servicing any Unit shall be Limited Common Elements, limited to the use of the Condominium it serves.

The buildings and other Common Elements are in accordance with plans and specifications prepared by Millerplayer & Associates and are incorporated herein by reference.

5. Ownership of Condominiums and Appurtenant Interest in General Common Elements

A Condominium in the Regime may be individually conveyed and encumbered and may be the subject of ownership, possession, or sale, and of all types of juridic acts, inter vivos or mortis causa, as if it were sole and entirely independent of the other Condominiums in the Regime of which it forms a part, and the corresponding individual titles and interests are recordable.

Any condominium may be held and owned by more than one person as tenants in common or in any other form of real property ownership recognized in this State.

A Condominium owner sha11 have the exclusive ownership of his Condominium and shall have a common right to a share, with the other Co-Owners, in the common elements of the Regime, equivalent to the percentage representing the value of the individual Condominium, with relation to the value of the whole Regime. This percentage, which is set forth on Exhibit "D" attached hereto and made a part hereof by reference, shall have a permanent character, and shall not be

7

BOOK 214 6 PAGE 14 altered without the acquiescence of the Co-Owners representing all the Condominiums of the Regime.

The basic value, which shall be fixed for the sole purpose of this Master Deed and irrespective of the actual value, shall not prevent each Co-Owner from fixing a different circumstantial value to his Condominium in all types of acts and contracts.

6. Restriction Against Further Subdividing of Condominiums and Separate Conveyance of Appurtenant Common Elements, Etc.

A Condominium may not be divided or subdivided into a smaller Condominium or smaller Condominiums than as described in Exhibit "C" attached hereto, nor shall any Condominium, or portion thereof, be added to or incorporated into any other Condominium. The undivided interest in the General and Limited Common Elements declared to be an appurtenance to each Condominium shall not be conveyed, devised, encumbered, or otherwise dealt with separately from said Condominium and the undivided interest in the General and Limited Common Elements appurtenant to each Condominium shall be deemed conveyed, devised, encumbered, or otherwise included with the Condominium even though such undivided interest is not expressly mentioned or described in the instrument conveying, devising, encumbering, or otherwise dealing with such Condominium. Any conveyance, mortgage, or other instrument which purports to effect the conveyance, devise, or encumbrance, or which purports to grant any right, interest or lien in, to, or upon a Condominium, shall be null, void, and of no effect insofar as the same purports to effect any interest in a Condominium and its appurtenant undivided interest in General and Limited Common Elements, unless the same purports to convey, devise, encumber, or otherwise trade or deal with the entire Condominium. Any instrument conveying, devising, encumbering or otherwise dealing with any Condominium which describes said Condominium by the Condominium Number assigned thereto in Exhibit "C" without limitation or exception, shall be deemed and construed to affect the entire Condominium and its appurtenant undivided interest in the General and Limited Common Elements. Nothing herein contained shall be construed as limiting or preventing ownership of any Condominium, residential or commercial, and its appurtenant undivided interest in the General and Limited Common Elements by more than one person or entity as tenants in common, joint tenants, or any other form of real property ownership recognized in this State or preventing the leasing of the Sales Office, if any, to one or more real estate sales and/or property management companies. All Common Elements, including but not limited to parking and recreational facilities, shall be owned by the Regime and may not be subject to a lease between the Condominium owners ( or the Association) and another party.

7. Horizontal Property Regime Subject to Restrictions, Etc.

Each and every Condominium and the General and Limited Common Elements shall be, and is hereby declared to be, subject to the conditions, covenants, restrictions and easements prescribed and established herein, and as stated in that certain Declaration of Covenants, Conditions, Restrictions and Easements governing the use of said Condominium, and incorporated herein by reference, and General and Limited Common Elements, and setting forth the obligations and responsibilities incident to ownership of each Condominium and its appurtenant undivided interest in the General and Common Elements. Said Condominiums and General and Limited

8

BOOK 214 6 PAGE 15

Common Elements are further declared to be subject to the restrictions, easements, conditions and limitations now of record affecting the land and improvements of the Condominium.

8. Restraint Upon Separation and Partition of General and Limited Common Elements

The Common Elements, both general and limited, shall remain undivided and shall not be the object of an action for partition or division of the Co-Ownership. Any covenant to the contrary shall be void.

All of the Co-Owners or the sole owner of the Regime may waive the Regime and regroup or merge the records of the individual condominiums with the Real Property, provided that the individual condominiums are unencumbered, or if encumbered, that the creditors in whose behalf the encumbrances are recorded agree to accept as security the undivided portions of the property owned by the debtors.

Subject to the other provisions herein, unless all of the first mortgagees (based upon one vote for each first mortgage owned) or all owners of the Condominiums have given their prior written approval, the Association shall not be entitled to:

(a) by act or omission, seek to abandon or terminate the Regime or legal status of the project as a condominium;

(b) change the pro rata interest or obligations of any Condominium for the purpose of: (i) levying assessments or charges or allocating distributions of hazard insurance proceeds or condemnation awards, or (ii) determining the pro rata share of ownership of each Condominium in the General and Limited Common Elements;

( c) partition or subdivide any Condominium; or

(d) by act or omission, seek to abandon, partition, subdivide, encumber, sell or transfer the Common Elements. The granting of easements for public utilities or for other public purposes consistent with the intended use of the Common Elements by the Regime or Association shall not be deemed a transfer within the meaning of this subparagraph (d).

The Co-Owners representing two-thirds of the total value of the property shall be required to modify the system of administration of the Association. These provisions shall not apply to amendments to the constituent documents or termination of the Association made as a result of destruction, damage, or condemnation pursuant to the provisions of this Master Deed or the other constituent documents.

9

BOOK 214 6 PAGE 16

9. Rights of Eligible Mortgage Holders and Eligible Insurers or Guarantors

(a) Notice of Action: Upon written request to the Association, identifying the name and address of the holder, insurer, or guarantor and the Condominium number/letter or address, any such eligible mortgage holder or eligible insurer or guarantor will be entitled to timely written notice of:

( 1) Any condemnation loss or any casualty loss which affects a material portion of the Regime or any Condominium on which there is a first mortgage held, insured, or guaranteed by such eligible mortgage holder or eligible insurer or guarantor, as applicable;

(2) Any delinquency in the payment of assessments or charges owed by a Co-Owner of a Condominium subject to a first mortgage held, insured, or guaranteed by such eligible holder or eligible insurer or guarantor, which remains uncured for a period of sixty (60) days;

(3) Any lapse, cancellation, or material modification of any insurance policy or fidelity bond maintained by the Association; and

(4) Any proposed action which would require the consent of a specified percentage of eligible mortgage holders as specified in this Master Deed.

(b) Other Provisions for Eligible Mortgage Holders: To the extent permitted by applicable law, eligible mortgage holders shall also be afforded the following rights:

( l) Any restoration or repair of the Regime, after a partial condemnation or damage, due to an insurable hazard, shall be performed substantially in accordance with this Master Deed and the original plans and specifications, unless other action is approved by eligible holders holding mortgages on Condominiums which have at least fifty-one percent (51 % ) of the votes of Condominiums subject to eligible mortgage holders;

(2) Any election to terminate the legal status of the Regime after substantial destruction or a substantial taking in condemnation of the Regime property must require the approval of eligible holders holding mortgages on Condominiums which have at least fifty-one percent (51 % ) of the votes of Condominiums subject to eligible holder mortgages;

(3) No reallocation of interests in the common areas resulting from a partial condemnation or partial destruction of such a Regime may be effected without the prior approval of eligible holders holding mortgages on all remaining Condominiums, whether existing in whole or in part, and which have at least fifty-one percent (51%) of the votes of such remaining Condominiums subject to eligible holder mortgages; and

(4) When professional management has been previously required by any eligible mortgage holder, insurer, or guarantor, whether such entity became an eligible mortgage holder, insurer or, guarantor at that time or later, any decision to establish self-

10

BOOK 21 4 6 PAGE 1 7

management by the Association shall require the prior consent of Co-Owners of Condominiums to which at least sixty-seven percent (67%) of the votes in the Association are allocated and the approval of eligible holders holding mortgages on Condominiums which have at least fifty-one percent (51 % ) of the votes of Condominiums subject to eligible mortgage holders.

(c) Non-Material Amendments to Master Deed: An addition or amendment to this Master Deed, Bylaws, or other exhibits shall not be considered material if it is for the purpose of correcting typographical, technical, scrivener's or errors or for clarification.

(d) Material Amendments to Master Deed: In addition to the foregoing requirements, amendments of a material nature must be agreed to by Co-Owners who represent at least sixty-seven percent ( 67 % ) of the total allocated votes in the Association and by eligible mortgage holders who represent at least fifty-one percent ( 51 % ) of the votes that are subject to mortgages held by eligible holders. An eligible mortgage holder who receives a written request to approve additions or amendments who does not deliver or post to the requesting party a negative response within thirty (30) days shall be deemed to have approved such request. A change to any of the provisions governing the following would be considered as material:

(1) voting rights;

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

(3) reductions in reserves for maintenance, repair, and replacement of common elements;

(4) responsibility for maintenance and repairs;

(5) reallocation of interests in the general or Limited Common Elements, or rights to their use other than the addition of Phases as set forth in Paragraph 34 herein;

(6) redefinition of any Condominium boundaries;

(7) convertibility of Condominiums into Common Elements, or vice versa;

(8) hazard or fidelity insurance requirements;

(9) imposition of any restrictions on a Condominium owner's right to sell or transfer his or her Condominium; and

(10) any provisions that expressly benefit mortgage holders, insurers, or guarantors.

11

BOOK 214 6 PAGE 18

10. Right of the Association to Alter and Improve General and Limited Common Elements and Assessment Therefor

The Association shall have the right to make or cause to be made alterations, modifications, and improvements to the General and Limited Common Elements, provided such alterations, modifications, or improvements are first approved in writing by the Board of Directors of the Association and also by the Co-Owners of sixty-seven percent ( 67 % ) or more of the Condominiums in the entire Regime. The cost of such alterations, modifications, or improvements shall be assessed as common expenses and collected from the Co-Owners of all Condominiums according to their percentage of ownership of the General and Limited Common Elements.

11. Maintenance and Repair by Co~Owners of Condominiums

Every Co-Owner must perform promptly all maintenance and repair work within his Condominium which, if omitted, would adversely affect the Regime in its entirety or in a part belonging to other Co-Owners, and is expressly responsible for the damages and liability which his failure to do so may engender. The Co-Owner of each Condominium shall be liable and responsible for the maintenance, repair, and replacement, as the case may be, of all air conditioning and heating equipment located within the Condominium, hot water heaters, stoves, refrigerators, garbage disposals, dishwashers, fans, or other appliances or equipment, including any fixtures and/or their connections or receptacles required to provide water, light, power, telephone, television, and sewerage and sanitary service to his Condominium and which may now or hereafter be situated in his Condominium including toilets, lavatories, sinks, tubs, and showers. Such Co-Owner shall further be responsible and liable for maintenance, repair, and replacement of any and all window glass, glass doors, wall, ceiling and floor surfaces or coverings, painting, decorating and furnishings, and all other accessories which such Co-Owner may desire to place or maintain in his Condominium. Whenever the maintenance, repair, and replacement of any items for which the Co-Owner of a Condominium is obligated to maintain, repair, or replace at his own expense is occasioned by any loss or damage which may be covered by any insurance maintained in force by the Association, the proceeds of the insurance received by the Association, or the Insurance Trustee hereinafter designated, shall be used for the purpose of making such maintenance, repair, and replacement. Any cost of maintenance, repair, or replacement, by reason of the applicability of any deductibility provision of such insurance which is not paid by the insurance of the Association, shall be paid by such Co-Owner. Reference is made to S.C. Code Ann.§ 27-31-250 (1976) as amended, which is controlling of insurance proceeds use when said code section is applicable by its terms.

12. Maintenance and Repair of General and Limited Common Elements by the Association

The Association, at its expense, shall be responsible for the maintenance, repair, and replacement of all of the General and Limited Common Elements, including those portions thereof which contribute to the support of the building, and all conduits, ducts, plumbing, wiring, and other facilities located in the General or Limited Common Elements for the furnishing of utility services to the Condominiums and said General and Limited Common Elements. Should any

12

BOOK 214 6 PAGE 19 incidental damage be caused to any Condominium by virtue of any work which may be done or caused to be done by the Association in the maintenance, repair, or replacement of any General or Limited Common Elements, the Association shall, at its expense, repair such incidental damage. Excepted herefrom, however, are the maintenance of the floor and interior walls of the balcony or balconies attached to the Condominium, which shall be maintained by the Co-Owner at his expense. Also excepted therefrom is the air-conditioning compressor on the roof which shall be maintained, repaired, and replaced by the Condominium Co-Owner, unless such maintenance, repair, replacement is covered by the insurance maintained by the Association.

Access And Reimbursement. In order to enable the Declarant or Association to accomplish the foregoing, there is hereby reserved to the Declarant or Association, its employees, agents or independent contractors, the right and easement to unobstructed vehicular and pedestrian access over and upon each Unit at all reasonable times to perform only the exterior maintenance as provided in this Section. In the event the Association performs such exterior maintenance, repair or replacement, the cost of such maintenance, replacement or repairs shall be assessed to the Owner as a Special Individual Assessment and if such cost remains unpaid, it shall become a lien against the Unit of such Owner. The Declarant, the Association or any of their respective directors, officers, agents, employees, independent contractors or Members shall not be liable for any personal injury or property damage or other incidental or consequential damages occasioned by any non-negligent act or omission in the inspection, repair or maintenance of any yard, dwelling or Unit as described in this Section 12.

13. Personal Liability and Risk of Loss of Co-Owner and Condominium and Separate Insurance Coverage, Etc.

The Co-Owner of each Condominium may, at his own expense, obtain insurance coverage for loss of or damage to any furniture, furnishings, personal effects, and other personal property belonging to such Co-Owner and may, at his own expense and option, obtain insurance coverage against personal liability or injury to the person or property of another while within such Co­Owner's Condominium or upon the General or Limited Common Elements. All such insurance obtained by the Co-Owner of each Condominium shall, where available, provide that the insurer waives its right of subrogation as to any claims against other Co-Owners of Condominiums, the Association, and the respective servants, agents and guests of said other Co-Owners and the Association. Risk of loss or, damage to any furniture, furnishings, personal effects, and other personal property ( other than such furniture, furnishings, and personal property constituting a portion of the General or Limited Common Elements or which is insured by the Association) belonging to a Co-Owner or carried on the person of the Co-Owner of each such Condominium or carried by such Co-Owner in, to, or upon General or Limited Common Elements shall be borne by the Co-Owner of each such Condominium. All furniture, furnishings, and personal property constituting a portion of the General or Limited Common Elements and held for the joint use and benefit of all Co-Owners of all Condominiums shall be covered by such insurance as shall be maintained in force and effect by Association as hereinafter provided. The Co-Owner of a Condominium shall have no personal liability for any damages caused by the Association or in connection with the use of the General or Limited Common Elements by third-parties unrelated to such applicable Co-Owner(s). The Co-Owner of a Condominium shall be liable for injuries or damage resulting from an accident in his own Condominium to the same extent and degree that the Co-Owner of a house would be liable for an accident occurring within the house.

13

BOOK 21 4 6 PAGE 2 0

14. Condemnation

(a) Condominiums Acquired. If a Condominium is acquired by eminent domain, or if part of a Condominium is acquired by eminent domain, leaving the Condominium owner with a remnant which may not practically or lawfully be used for any purpose permitted by this Master Deed, the award must compensate the Condominium owner for his Condominium and its General and Limited Common Element interest, whether or not any General or Limited Common Element interest is acquired. Upon acquisition, unless the decree otherwise provides, that Condominium's entire General and Limited Common Element interest, votes in the Association, and Common Expense liability are automatically reallocated to the remaining Condominiums in proportion to the respective interests and votes, and the Association shall promptly prepare, execute, and record an amendment to this Master Deed reflecting the reallocations. Any remnant of a Condominium remaining after part of a Condominium is taken under this subparagraph is thereafter a General and Limited Common Element.

(b) Part of Condominium Acquired. Except as provided above, if part of a Condominium is acquired by eminent domain, the award must compensate the Condominium owner for the reduction of value of the Condominium and its Common Element interest. Upon acquisition, (1) that Condominium's Limited and General Common Element percentage interest, votes in the Association, and Common Expense liability are reduced in proportion to the reduction in size of the Condominium, and (2) the portion of Limited and General Common Element interest, votes, and common expense liability divested from the partially acquired Condominium are automatically reallocated to that Condominium and the remaining Condominiums in the percentages set out in Exhibit "D."

( c) Claims. The Board of Directors of the Association shall have exclusive authority to negotiate and settle on behalf of the Co-Owners all claims arising from condemnation of any portion or all of the Condominiums or General or Limited Common Elements and the owners hereby appoint the Board of Directors as their attorney in fact for this purpose. Any proceeds from such condemnation shall be distributed in accordance with the provisions of Article

15. Insurance

(a) Hazard Insurance. The Association shall insure all Condominiums and all General and Limited Common Elements against all hazards and risks normally covered by a standard hazard policy, including fire and lightning, the hazards and risks covered by "extended coverage," vandalism, and malicious mischief, and by hazards or risks covered by the National Flood Insurance Act, windstorm and hail policies and all other coverage commonly required by lending institutions in the area. All Condominiums and all General and Limited Common Elements shall be insured for the full replacement cost thereof, and where possible, the policy of insurance shall have a full replacement cost rider. Each year the Association shall update the replacement value cost rider. Such insurance shall cover only the Condominiums and General and Limited Common Elements. The Association shall have no obligation to obtain insurance for the contents of any Condominium ( other than the standard fixtures originally installed therein by Grantor and being a part of such Condominium). The hazard insurance obtained by the Association may provide that any amount not to exceed Five Thousand Dollars ($5,000.00) shall

14

BOOK 21 4 6 PAGE 21

be deductible from any indemnity payable on account of a single loss, but any such deductible portion, subject to the terms herein, shall be borne by the Association as a Common Expense regardless of the number of Co-Owners directly affected by the loss.

(b) Liability Insurance. The Association shall also obtain premises liability insurance on all Condominiums and General and Limited Common Elements and the policy shall provide for a single limit indemnity of not less than One Million Dollars ($1,000,000.00) and cover bodily and personal injury and property damage. Such liability insurance shall cover claims of one or more Co-Owners against one or more Co-Owners as well as claims of third parties against one or more Co-Owners. The Association shall not be required however, to obtain public liability insurance covering accidents occurring within the limits of a Condominium or off the Regime Property. If available at a reasonable cost, the Association shall cause premises medical payment coverage to be included within the policy of liability insurance.

( c) General Provisions. All insurance obtained on the Condominiums and General and Limited Common Elements by the Association shall be written in the name of the Association as trustee for the Owners, and the cost of such insurance shall be a common expense. All such insurance shall be obtained from a company of companies licensed to do business in the State of South Carolina and currently rated "A" or better by Best's Insurance Ratings. No such insurance shall be permitted to expire except upon resolution of sixty-seven percent (67%) of the Co-Owners to that effect and all mortgagees. Duplicate originals of all policies of hazard insurance obtained on the Property by the Board of Directors, together with proof of payment of the premiums thereon, shall be delivered upon request to any Co-Owner or to any person holding a security interest in a Condominium.

( d) Hazard Policy Provisions. All policies of hazard insurance on the Condominiums and General and Limited Common Elements obtained by the Board of Directors shall provide as follows:

(1) The indemnity payable on account of any damage to or destruction of the Condominiums or General and Limited Common Elements shall be payable to the owner and/or to any persons holding security interests in any damaged Condominiums as their interests may appear;

(2) The policy shall not be canceled without thirty (30) days' prior written notice to the Board of Directors and to every holder of a security interest in any Condominium who is named in the policy or an endorsement thereto;

(3) No Co-Owner shall be prohibited from insuring his own Condominium for his own benefit;

(4) No insurance obtained by a Co-Owner on his own Condominium shall be brought into contribution with the insurance obtained by the Board of Directors;

(5) If the Board of Directors determines that it is possible to obtain such a provision, no right to subrogation shall exist against any owner or members of his household or his social guests;

15

BOOK 214 6 PAGE 2 2

(6) If possible, the policy should provide that the insurer shall not be entitled to reconstruct in lieu of paying the indemnity in cash if the owners determine, in the manner provided in the Master Deed, not to repair or restore the damaged property; and

(7) The policy shall not be canceled on account of the actions of one or more of the Co-Owners.

If a policy of insurance containing all of the foregoing provisions cannot be obtained at a reasonable cost, one or more of such provisions may be waived by resolution of a sixty-seven percent (67 %) of the Co-Owners and fifty-one percent (51 %) of the mortgagees of Condominiums.

(e) Claims. The Board of Directors of the Association shall have exclusive authority to negotiate and settle on behalf of the owners all claims arising under policies of hazard insurance obtained on the Property by the Board of Directors except to the extent institutional mortgagees are granted such rights by Co-Owners. In the event of damage to or destruction of any portion of the Condominiums or General or Limited Common Elements, the Board of Directors shall promptly file a claim for any indemnity due under any such policies. The Board of Directors shall simultaneously notify the holders of any security interest in the Property who may be entitled to participate in such claim of the filing of same.

(f) Insurance Proceeds. If the insurance proceeds exceed Five Thousand ($5,000.00) Dollars, the net proceeds received by the Board of Directors from any indemnity paid under a policy of hazard insurance obtained on the Property by the Board of Directors shall promptly be paid by the Board of Directors to an Insurance Trustee as trustee for the Co-Owners as hereinafter provided. The Insurance Trustee shall be a state or federally chartered bank or savings and loan association selected by the Board of Directors and having trust powers and capital and surplus of Five Million Dollars ($5,000,000.00) or more or a professional property management Company with a like amount of Fidelity insurance coverage. The Insurance Trustee shall hold the insurance proceeds in trust and disburse said proceeds, after deduction of all reasonable fees and expenses of the Insurance Trustee, as follows:

( 1) If the Co-Owners determine, in the manner provided in the Master Deed, not to reconstruct the damaged property, the Insurance Trustee shall distribute the insurance proceeds among all the owners and/or mortgagees with liens upon the Condominiums, as their respective interests may appear, in proportion to their respective undivided interests in the portion or portions of the property damaged or destroyed.

(2) If the Board of Directors is required to provide for the reconstruction of the damaged property, the Insurance Trustee shall disburse the insurance proceeds to the person or persons employed by the Board of Directors to effect such reconstruction in accordance with written authorizations submitted to the Insurance Trustee by the architect supervising the reconstruction or by the Board of Directors. Any portion of the insurance proceeds remaining after all the costs of reconstructing the Property have been paid shall be disbursed to the Co-Owners and their mortgagees in proportion to their interests in the portion or portions of the property repaired or restored.

16

BOOK PAGE

In making disbursements of the insurance proceeds, the Insurance Trustee shall be entitled to rely upon the written authorization submitted as provided above or upon any written certification of facts submitted to the Insurance Trustee by the Board of· Directors as hereinafter provided without further inquiry. The Insurance Trustee shall in no event be responsible for obtaining insurance on the Property, paying the premiums on any such insurance, or filing claims for any payments due under any such insurance.

(g) Insµrance by Owners. Each Co-Owner shall be responsible for obtaining such amounts of the following types of insurance as he deems necessary or desirable:

(1) Hazard insurance on his Condominium for his own benefit;

(2) Hazard insurance on the contents of his Condominium and on improvements made to his Condominium; and

(3) Liability insurance covering accidents occurring within the boundaries of his Condominium.

Any Co-Owner who obtains hazard insurance on his dwelling for his own benefit shall within thirty (30) days of obtaining the same deliver to the Board of Directors a copy of the policy of· insurance, should the Board request.

16. Amendment of Master Deed

Except as otherwise provided herein, neither this Master Deed nor any of its provisions shall be revoked or amended without the acquiescence of the Co-Owners owning at least two-thirds of the Condominiums and at least two-thirds of the total interest in the General and Limited Common Elements and the record holders of encumbrances affecting at least two-thirds of the Condominiums and at least two-thirds of the total interest in the General and Limited Common Elements, except that the system of' administration as set forth in the Articles of Incorporation and Bylaws may be amended and modified from time to time in accordance with the provisions of the South Carolina Horizontal Property Act and other applicable provisions of the Code of Laws of South Carolina. No amendment shall change the use of, or otherwise affect the operation of the Sales Office or Management Off'ice Condominiums without the consent of the Co-Owner of the Sales Office or Management Office Condominium. Any such amendment or revocation shall be executed and subscribed with the same formalities required in South Carolina for the making of deeds, and recorded in the public records of Greenville County.

Without limiting the foregoing, the Grantor, its successors or assigns, ''acting alone'' shall have the power, but not the obligation, at any time (and from time to time), to amend the Master Deed to correct typographical or scrivener's errors, to cause the same to conf'orm to the requirements of the South Carolina Horizontal Property Act, the Federal National Mortgage Association, and/or the Federal Home Loan Mortgage Corporation, as set f'orth, respectively, in ''FNMA Conventional Home Mortgage Selling Contract Supplement'' and ''Seller's Guide to Conventional Mortgages," as the same may be amended from time to time, and prior to conveying any Condominiums to reaffirm the Regime as deemed necessary.

17

BOOK 214 6 PAGE 2 4

17. Remedies in Event of Default

The Co-Owner or Co-Owners of each Condominium shall be governed by and shall comply with the provisions of this Master Deed, the Articles and the Bylaws of the Association, and its rules and regulations as any of the same are now constituted or as they may be adopted and/or amended from time to time. A default by the Co-Owner or Co-Owners of any Condominium shall entitle the Association or the Co-Owner or Co-Owners of other Condominium or Condominiums to the following relief:

(a) Failure to comply with any of the terms of this Master Deed or other restrictions and regulations contained in the Articles of Incorporation, Bylaws of the Association, its rules and regulations, or decisions made pursuant thereto shall be grounds for relief which may include, without intending to limit the same, an action to recover sums due for damages, injunctive relief, foreclosure of lien or any combination thereof. Relief may be sought by the Association, or if appropriate, by an aggrieved Co-Owner of a Condominium or both;

(b) The Co-Owner or Co-Owners of each Condominium shall be liable for the expense of any maintenance, repair, or replacement rendered necessary by his act, neglect, or carelessness, or by that of any member of his family, or his or their guests, employees, agents, or lessees, but only to the extent that such expense is not met by the proceeds of insurance carried by the Association. Such liability shall include any increase in fire insurance rates occasioned by use, misuse, occupancy, or abandonment of a Condominium or its appurtenances. Nothing herein contained, however, shall be construed so as to modify any waiver by insurance companies of rights of subrogation;

(c) In any proceeding arising because of an alleged default by the Co-Owner of any Condominium, the Association, if successful, shall be entitled to recover the costs of the proceedings and such reasonable attorney's fees as may be determined by the Court, and the Co­Owner of any Condominium shall be entitled to such attorney's fees and costs if successful in such action;

( d) The failure of the Association or of the Co-Owner of a Condominium to enforce any right, provision, covenant, or condition which may be granted by this Master Deed or other above mentioned documents shall not constitute a waiver of the right of the Association or of the Co-Owner of a Condominium to enforce such right, provision, covenant, or condition in the future;

(e) All rights, remedies, and privileges granted to Association or the Co-Owner or Co-Owners of a Condominium pursuant to any terms, provisions, covenants; or conditions of this Master Deed or other above mentioned documents, shall be deemed to be cumulative and the exercise of any one or more shall not be deemed to constitute an election of remedies nor shall it preclude the party thus exercising the same from exercising such other and additional right, remedies, or privileges as may be available to such party at law or in equity; and

(f) The failure of the Grantor or the lender to enforce any right, privilege, covenant, or condition which may be granted to them, or either of them, by this Master Deed or other

18

BOOK 21 4 6 PAGE 2 5

above mentioned document shall not constitute waiver of the right of either of said parties to thereafter enforce such right, provision, covenant, or condition in the future.

18. Use or Acquisition of Interest in the Regime to Render User or Acquirer Subject to Provisions of Master Deed Rules and Regulations, Bylaws and Binding Arbitration

All present or future Co-Owners, tenants, or any other person who might use the facilities of the Regime in any manner are subject to the provisions of this Master Deed and all documents appurtenant thereto and incorporated herewith. The acquisition or rental of any Condominium, or the mere act of occupancy of any Condominium, shall signify that the provisions of this Master Deed, Bylaws, and Rules and Regulations of the Association as described in the Declaration Of Covenants, Conditions, Restrictions And Easements are accepted and ratified in all respects. SUCH OWNER OR OCCUPANT AGREES THAT ANY DISPUTE ARISING OUT OF USE, OWNERSHIP OR OCCUPANCY OF A CONDOMINIUM OR THE COMMON ELEMENTS IN REGIME AND ANY COMPLAINT AGAINST THE GRANTOR SHALL BE SETTLED BY BINDING ARBITRATION PURSUANT TO THE SOUTH CAROLINA ARBITRATION ACT.

ARBITRATION: ANY DISPUTE, CONTROVERSY OR CLAIM, INCLUDING WITHOUT LIMITATION ANY DISPUTES FOR WHICH A DERIVATIVE SUIT COULD OTHERWISE BE BROUGHT PURSUANT TO THE ACT, ARISING OUT OF OR IN CONNECTION WITH, OR RELATING TO, THIS AGREEMENT OR ANY BREACH OR ALLEGED BREACH HEREOF SHALL, UPON THE REQUEST OF ANY PARTY INVOLVED, BE SUBMITTED TO, AND SETTLED BY, ARBITRATION IN THE CITY OF GREENVILLE, STATE OF SOUTH CAROLINA, PURSUANT TO THE COMMERCIAL ARBITRATION RULES THEN IN EFFECT OF THE AMERICAN ARBITRATION ASSOCIATION (OR AT ANY TIME OR AT ANY OTHER PLACE OR UNDER ANY OTHER FORM OF ARBITRATION MUTUALLY ACCEPTABLE TO THE PARTIES SO INVOLVED). ANY AW ARD RENDERED SHALL BE FINAL AND CONCLUSIVE UPON THE PARTIES AND A JUDGMENT THEREON MAY BE ENTERED IN THE HIGHEST COURT OF THE FORUM, STATE OR FEDERAL, HAVING JURISDICTION. THE EXPENSES OF THE ARBITRATION SHALL BE BORNE EQUALLY BY THE PARTIES TO THE ARBITRATION, PROVIDED THAT EACH PARTY SHALL PAY FOR AND BEAR THE COST OF ITS OWN EXPERTS, EVIDENCE AND COUNSEL FEES, EXCEPT THAT IN THE DISCRETION OF THE ARBITRATOR. ANY AW ARD MAY INCLUDE THE COST OF A PARTY'S COUNSEL IF THE ARBITRATOR EXPRESSLY DETERMINES THAT THE PARTY AGAINST WHOM SUCH AW ARD IS ENTERED HAS CAUSED THE DISPUTE, CONTROVERSY. OR CLAIM TO BE SUBMITTED TO ARBITRATION AS A DILATORY TACTIC.

19. Co-Owners Association, Control of Board of Directors; Membership Classifications

(a) Subject to the remainder of this Paragraph, the Grantor may appoint and remove members of the Board of Directors for a period not exceeding five (5) years from the date of the first conveyance of any Condominium to a person other than the Grantor ("Grantor Control Period"). This period of Grantor control terminates no later than sixty (60) days after

19

BOOK 214 6 PAGE 2 6

conveyance of one hundred (100%) percent of the Condominiums to Condominium owners other than the Grantor. The Grantor may voluntarily surrender the right to appoint and remove members of the Board before termination of that time period. After termination of the Grantor's Control Period, any or all of the Board of Directors may be removed or replaced onlyby written petition signed by the Co-Owners having more than fifty percent (50%) of the votes of the Association. The petition shall state the name(s) of the Board of Directors being removed and the name(s), address(es) and telephone number(s) of the replacement Director(s).

Whenever Grantor shall be entitled to designate and select any person or persons to serve on any Board of Directors of the Association, the manner in which such person or persons shall be designated shall be as provided in the Articles and/or Bylaws of the Association. Grantor shall have the right to remove any person or persons selected by it to act and serve on said Board of Directors and to replace such person or persons with another person or other persons to act and serve in the place of any director or directors so removed from the remainder of the unexpired term of any director or directors so removed. Any director designated and selected by Grantor need not be an owner or a resident in the Regime. Anything to the contrary notwithstanding, the power in the Grantor to designate directors shall terminate five (5) years from the date of recording of the Master Deed.

Any representative of Grantor serving on the Board of Directors of the Association shall not be required to disqualify himself upon any vote upon any management contract or other matter between Grantor and Association where the said Grantor may have a pecuniary or other interest. Similarly, Grantor as a member of the Association, shall not be required to disqualify itself in any vote which may come before the membership of the Association upon any management contract or other matter between Grantor and Association where Grantor may have a pecuniary or other interest.

Each year during the Grantor Control Period, Grantor shall provide the Association an accounting as to all matters that significantly affect the interest of the Co-Owners in the Project.

During the Grantor Control Period, all books and records kept by or on behalf of the Association shall be available for examination and copying by a member in good standing of the Association or his authorized agent. This right of examination shall exist without reference to the duration of membership and may be exercised only during reasonable business hours or at a mutually convenient time and location and upon five (5) day's written notice. Books and records kept by or on behalf of the Association may be withheld from inspection to the extent that they concern:

1. Personnel records; ii. An individual's medical records; iii. Records relating to business transactions that are currently in

negotiation; 1v. Privileged communications with legal counsel; or v. Complaints against an individual member of the Association.

The Association may impose and collect a charge, reflecting the actual costs of materials and labor, prior to providing copies of any books and records to a member under this Section.

20

BOOK 21 4 6 PAGE 2 7

(b) Transfer of Rights. All rights, duties and obligations of the Grantor herein may be experienced or performed by the Grantor, its successors and assigns.

( c) Membership Classification. The Association shall have two classes of voting membership:

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

(2) The B Members shall be the Declarant and shall be entitled to four (4) votes for each Unit 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:

• when the total votes outstanding in the Class A membership equal or exceed the total votes outstanding in the Class B membership, or

• on January 1, 2010.

20. Annual Reports to be Provided to Lender

So long as any institutional lender is the Co-Owner or holder of a mortgage encumbering a Condominium in the Regime, the Association shall furnish said lender upon request with at least one copy of the annual financial statement and report of the Association audited satisfactorily, setting forth such details as the said lender may reasonably require, including a detailed statement of annual carrying charges or income collected and operating expense, with such financial statement and report to be furnished within ninety (90) days following the end of each fiscal year.

Such statement shall be prepared in accordance with generally accepted accounting principles and shall contain the certificate of the accountant or accounting firm to that effect. Further, the accountant or accounting firm shall include as a special item(s) any information to which a reasonable man would attach importance in the management of his own financial affairs, should said information not appear readily from the face of the statement.

The Association shall make available to Condominium owners, lenders, lienholders, insurers, or guarantors of any first mortgage current copies of the Master Deed, Bylaws, other rules concerning the project and the books, records and financial statements of the Association. "Available" means available for inspection, upon request, during normal business hours or under other reasonable circumstances.

Any holder, insurer, or guarantor of a first mortgage shall be entitled, upon written request, to a financial statement of the immediately preceding fiscal year, free of charge to the party so requesting.

21

BOOK 21 4 6 PAGE 2 8

Any financial statement requested pursuant to this paragraph shall be furnished within a reasonable time following such request.

21. Severability

In the event that any of the terms, provisions, or covenants of this Master Deed are held to be partially or wholly invalid or unenforceable for any reason whatsoever, such holding shall not affect, alter, modify, or impair in any manner whatsoever any of the other terms, provisions, or covenants hereof or the remaining portions of any terms, provisions, or covenants held to be partially invalid or unenforceable.

22. Master Deed Binding Upon Grantor, Its Successor and Assigns, and Subsequent Co­Owners

The restrictions and burdens imposed by the covenants of this Master Deed are intended to and shall constitute covenants running with the land, and shall constitute an equitable servitude upon each Condominium and its appurtenant undivided interest in General and Limited Common Elements. This Master Deed and all easements reserved herein shall be binding upon Grantor, its successors and assigns, and upon all parties who may subsequently become Co-Owners of Condominiums in the Regime and their respective heirs, legal representative, and successors and assigns.

23. Miscellaneous

(a) Attached hereto as Exhibit "E" and made a part hereof by reference is the Architect's Certificate required by S.C. Code Ann.§ 27-31-110 (1976).

(b) Attached hereto as Exhibit "G" and made a part hereof by reference is a copy of the Bylaws of the Association, as required by S.C. Code Ann.§ 27-31-150 (1976).

(c) By acceptance of a deed to any Condominium or other property hereunder, Owner(s) hereby submit(s) to in personam jurisdiction of the state of South Carolina and agree(s) that any action concerning the matters set forth herein regardless of by whom such action is brought, shall be determined by an Arbitrator as provided hereinabove in the state of South Carolina and hereby waive(s) all objections to venue. All matters arising hereunder shall be determined in accordance with the law and practice of South Carolina and agree(s) that any service of process may be accomplished by certified mail return receipt requested at the Owner's last known home address or any other method allowed in the state of South Carolina or Owner's home state.

(d) BY ACCEPTANCE OF A DEED TO ANY CONDOMINIUM OR OTHER PROPERTY HEREUNDER OWNER(S) HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY HEREBY AGREE, THAT:

(1) NEITHER OWNER NOR ANY ASSIGNEE, SUCCESSOR, HEIR, OR LEGAL REPRESENTATIVE OF OWNER OR GRANTOR, SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM, OR ANY OTHER

22

B 00 K 2 1 4 6 PAGE 2 9

LITIGATION PROCEDURE ARISING FROM OR BASED UPON THE MATTERS SET FORTH HEREUNDER, OR TO THE DEALINGS OR RELATIONSHIP BETWEEN OR AMONG THE PARTIES THERETO;

(2) NEITHER OWNER NOR GRANTOR WILL SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL HAS NOT BEEN OR CANNOT BE WANED;

(3) NEITHER OWNER NOR GRANTOR HAS IN ANYWAY AGREED WITH OR REPRESENTED TO ANY OTHER PARTY THAT THE PROVISIONS OF THIS PARAGRAPH WILL NOT BE FULLY ENFORCED IN ALL INSTANCES; AND

(4) THIS PROVISION IS A MATERIAL INDUCEMENT FOR GRANTOR TO MAKE THE DECLARATIONS SET FORTH HEREIN.

24. Reserved Rights of Grantor

Granter expressly reserves the following rights with respect to the Units as they now exist or as they may be expanded in a future Phase for a period of three (3) years from the date of this Master Deed:

(a) Granter Development Rights. Granter reserves the right, in its sole discretion, to increase the number of Units to include all, any portion or none of any Units in any future Phase that may be submitted to the provisions of the Act ("Additional Real Estate"), and if expanded, subject to the following conditions:

(1) Units in any future Phase may be made subject to this Master Deed by Grantor by recordation of an Amendment to this Master Deed in the form of a supplemental declaration, executed by the Grantor only, which shall describe the Phase subject to this Master Deed, the Horizontal Property Act and the applicable Bylaws of the Association.

(2) Concurrent with the recordation of a supplemental declaration to make any future Phase subject to this Master Deed, pursuant to the Horizontal Property Act, Granter shall record a plat and building plans, which shall satisfy the requirements imposed by the Act.

(3) If additional Units, or General or Limited Common Elements are added to the Project, upon completion of such Units or addition of such Common Elements, the undivided interest in the Common Elements and Common Surplus allocated to each Unit in the Regime and the responsibility of each Unit for Common Expenses shall be adjusted downward and determined in accordance with the formulas adopted by Association and referenced herein.

23

BOOK 2 1 4 6 PAGE 3 0

( 4) Easements and or grants over any Common Elements at a reasonable location to be designated by Grantor, for utilities and/or other services to benefit the Additional Property which may, or may not, brought under the Regime, including rights of ingress and egress for future Phases.

(b) Right of Access to Units. Until the Project is terminated in accordance with this Master Deed, Grantor reserves in favor of itself and the Association, and the employees and agents of each, the right of access to any Unit for the purpose of making inspections, correcting any condition in a Unit that threatens another Unit, and performing installation, alteration, or repair of mechanical or utility services, Limited Common Elements or Common Elements. Prior request for entry shall be made and entry will be at a time convenient to the occupant of the Unit, provided, however, in the event of an emergency, the right of entry shall be immediate, whether or not the Owner or other occupant is present.

IN WITNESS WHEREOF, the Grantor has executed this Master Deed this 14,-tr) day of ,Mru./ , 2005.

Signed, sealed and delivered in the presence of:

STATE OF SOUTH CAROLINA ) )

COUNTY OF GREENVILLE )

Sky Green Holdings, Inc. (SEAL)

By:~t:.i:

PROBATE

Personal! ppeare be or~ me the undersigned witness and made oath that (s)he saw the within-named O D sign, seal and as its act and deed, deliver the within written instrument for the uses and purposes therein mentioned, and that (s)he with the other witness witnessed the execution thereof.

Notar Public for South Carolina

My Commission Expires: <) / 1 ~ /DC::, l ~ 24

BOOK 21 4 6 PAGE 31 EXHIBIT INDEX

A Property Description

B Plat

C Plot Plans consisting of Site Plan, Building Plans, Elevations and Floor Plans of building to be constructed

D Percentage of Ownership Chart

E Architect's Certificate

F Articles of Incorporation of Association (as amended)

G Bylaws of the Association

H Management Agreement

I Declaration of Covenants, Conditions, Restrictions and Easements for The Richland

26

BOOK 214 6 PAGE 3 2 EXHIBIT A

TO MASTER DEED OF THE RICHLAND HORIZONTAL PROPERTY REGIME

Property Description

ALL that certain piece, parcel or lot of land together with all improvements located thereon, situate, lying and being in the County of Greenville, State of South Carolina, being shown and designated as Lot 32, East Park Subdivision, 0.19 acres, as shown on survey prepared for Q Invest, Inc. by Thomas P. Dowling, dated October 6, 2003, recorded in the Office of the Register of Deeds for Greenville County in Plat Book 47-P at Page 10, and as Lots 33, 34 and 25, East Park Subdivision, .70 acres, as shown on survey for Q Invest, Inc. as shown on survey prepared for Q Invest, Inc. by Thomas P. Dowling, dated October 6, 2003, recorded in the Office of the Register of Deeds for Greenville County in Plat Book 47-P at Page 9, reference to said plats being made for a more complete metes and bounds description hereof.

TMS # 48-4-4 and # 48-4-5.

EXHIBIT B Plat

BOOK 2 1 4 6 PAGE 3 3

BOOK 214 6 PAGE 3 4

THE UNDERSl6NED, A RE61STERED ARGHITECT HAS VISITED THE KNOV'lN AS RIGHLAND AT GLEVELAND PARK, AND VIEV'lED THE PROPERTY AND TO THE BEST OF HIS KNOV'lLED6E, INFORMATION, AND BELIEF; (1) THE EXTERIOR ViALLS AND ROOF OF EAGH STRUGTURE ARE IN PLAGE AS SHOV'lN ON SAID PLANS; AND (2) SUGH ViALLS, PARTITIONS, FLOORS, AND GEILIN6S, TO THE EXTENT SHOV'lN ON THE SAID PLANS AS GONSTITURE THE HORIZONTAL BOUNDARIES, IF ANY, AND THE VERTIGAL BOUDARIES OF EAGH UNIT HAVE BEEN SUFFIGIENTLY GONSTRUGTED SO AS TO GLEARLY ESTABLISH THE PHYSIGAL BOUNDARIES OF SUGH UNIT.

• """""() Al r ~Ul

N ORVILLE VAN PLAYER, Ill, AIA; SOUTH CAROLINA RE615TRATION NO. 15'16 0 ----------------------------------1 NILLER\PLAYER AND ASSOCIATES

ARCHITECTS AND PLANNERS, LTD. 1010 E. NORTH ST., SUITE A GREENVILLE, SG 29601

0 IJl

RICHLAND@ CLEVELAND PARK GREENVILLE, SC

BOOK 2 1 4 6 PAGE 3 5

EXHIBIT C Plot Plans, consisting of

(Site Plans, Building Plans, Elevations and Floor Plans of Buildings to be constructed)

10'-5' 20'-IO"

t,'-5"

20'-4' Iii"

0

IS'-10" S'-6"

11'-IO' IB'-11'

l~'-b'

luNIT A

THE UNDERSIGNED, A REGISTERED ARCHITECT HAS VISITED THE KNOV'lN AS RICHLAND AT CLEVELAND PARK, AND VIEV'lED THE PROPERTY AND TO THE BEST OF HIS KNO~EDGE, INFORMATION, AND BELIEF; (I) THE EXTERIOR V'lALLS AND ROOF OF EACH STRUCTURE ARE IN PLACE AS SHOV'lN ON SAID PLANS; AND (2) SUCH V'lALLS, PARTITIONS, FLOORS, AND CEILINGS, TO THE EXTENT SHOV'iN ON THE SAID PLANS AS GONSTITURE THE HORIZONTAL BOUNDARIES, IF ANY, AND THE VERTICAL BOUDARIES OF EACH UNIT HAVE BEEN SUFFICIENTLY CONSTRUCTED SO AS TO CLEARLY ESTABLISH THE PHYSICAL BOUNDARIES OF SUCH UNIT.

)> ---u j(J r _Ut

10 ORVILLE VAN PLAYER, 111, AIA; 50IJTI, CAROLINA REGISTRATION NO 15% C) -----------------~----------------to

MILLER\PLAYER AND ASSOCIATES RICHLAND @ CLEVELAND PARK u, ARCHITECTS AND PLANNERS, LTD. 1010 E. NORTH ST., SUITE A GREENVILLE, se, 2'1601 GREENVILLE, SC

BOOK 2 1 L1 6 PAGE 3 7

11'-0" 1:l'-E,"

li'-2"

]B I, s·-1· k t,•-2· r :i·-10· 1

Ii ,i ,~

7]

12'-0" 4'-1" 13'-IO"

luNIT B

THE UNDERSIGNED, A REGISTERED ARCHITECT HAS VISITED THE KNOV'lN AS RICHLAND AT CLEVELAND PARK, AND VIEv-lED THE PROPERTY AND TO THE BEST OF HIS KNOv-lLEDGE, INFORMATION, AND BELIEF; (I) THE EXTERIOR v-lALLS AND ROOF OF EACH STRUGTURE ARE IN PLACE AS SHOV'lN ON SAID PLANS; AND (2) SUCH HALLS, PARTITIONS, FLOORS, AND CEILINGS, TO THE EXTENT SHOV'lN ON THE SAID PLANS AS GONSTITURE THE HORIZONTAL BOUNDARIES, IF ANY, AND THE VERTICAL BOUDARIES OF EACH UNIT HAVE BEEN SUFFICIENTLY CONSTRUCTED SO AS TO CLEARLY ESTABLISH THE PHYSICAL BOUNDARIES OF SUCH UNIT.

)> ---0 70 r _ui 1-J

ORVILLE VAN PLA'r'ER, Ill, AIA; SOUTH CAROLINA RE615TRATION NO. 15% C) ----------------------------------10 HILLER\PLAYER AND ASSOCIATES RICHLAND@ CLEVELAND PARK IJl

ARCHITECTS AND PLANNERS, LTD. 1010 E. NORTH ST., SUITE A GREENVILLE, sc 2CJ&OI GREENVILLE/ SC

BOOK 21 4 6 PAGE 3 8

11'-6" ~

13'-6"

ii-ti

ii> Q

'-6'

11'-4" 13'-IO"

luN1T c

THE UNDERSIGNED, A REGISTER::D ARCHITECT HAS VISITED THE KNOY'lN AS RICHLAND AT CLEVELAND PARK, AND VIE~ED THE PROPERTY AND TO THE BEST OF HIS KNOv'lLEDGE, INFORMATION, AND BELIEF; (I) THE EXTERIOR Y'lALLS AND ROOF OF EACH STRUCTURE ARE IN PLACE AS SHOY'lN ON SAID PLANS; AND (2) SUCH ~ALLS, PARTITIONS, FLOORS, AND CEILINGS, TO THE EXTENT SHOV'lN ON THE SAID PLANS AS GONSTITURE THE HORIZONTAL BOUNDARIES, IF ANY, AND THE VERTICAL BOUDARIES OF EACH UNIT HAVE BEEN SUFFICIENTLY CONSTRUCTED SO AS TO CLEARLY ESTABLISH THE PHYSICAL BOUNDARIES OF SUCH UNIT.

)> ---0 70 r _Ut

10 ORVILLE VAN PLAYfR, Ill, AIA; 50l/TH GAROLINA RE615iRATION NO. 15'!6 0 ------------------------------------MILLER\PLAYER AND ASSOCIATES

ARCHITECTS AND PLANNERS, LTD. 1010 E. NORTH ST., SUITE A GREENVILLE, SC 2~601

0 I.JI

RICHLAND@ CLEVELAND PARK GREENVILLE, SC

39

13'-9' i'-i'

:l'-10"

14'-11" 5'-10"

P'

luN T o

THE UNDERSIGNED, A REGISTERED ARCHITECT HAS VISITED THE KNOl-'1N AS RICHLAND AT CLEVELAND PARK, AND VIEIAlED THE PROPERTY AND TO THE BEST OF HIS KNOl-'1LEDGE, INFORHATION, AND BELIEF; (I) THE EXTERIOR IAlALLS AND ROOF OF EACH STRUCTURE ARE IN PLACE AS SHOIAlN ON SAID PLANS; AND (2) SUCH IAlALLS, PARTITIONS, FLOORS, AND CEILINGS, TO THE EXTENT SHOIAlN ON THE SAID PLANS AS GONSTITURE THE HORIZONTAL BOUNDARIES, IF ANY, AND THE VERTICAL BOUDARIES OF EACH UNIT HAVE BEEN SUFFICIENTLY CONSTRUCTED SO AS TO CLEARLY ESTABLISH THE PHYSICAL BOUNDARIES OF SUCH UNIT.

)> --0 70 r _Ul

10 ORVILLE VAN PLA"l'ER, Ill, AIA; SOUTH GAROLINA REGISTRATION NO. 15'16 Q -----------------~-------------------10

MILLER\PLAYER AND ASSOCIATES RICHLAND @ CLEVELAND PARK vi

ARCHITECTS AND PLANNERS, LTD. 1010 E. NORTH ST., SUITE A GREENVILLE, SG 2'1601 GREENVILLE, SC

luNIT E

S' Q N

13'-2'

•

13'-10"

BOOK 21 40 11'-f,"

31'-:l'

D i--~

5'-0" 11'-5"

THE UNDERSIGNED, A REGISTERED ARGHITEGT HAS VISITED THE KNO~N AS RIGHLAND AT GLEVELAND PARK, AND VIE~ED THE PROPERTY AND TO THE BEST OF HIS KNO~LEDGE, INFORMATION, AND BELIEF; (I) THE EXTERIOR MLLS AND ROOF OF EAGH STRUGTURE ARE IN PLAGE AS SHO~N ON SAID PLANS; AND (2) SUGH ~ALLS, PARTITIONS, FLOORS, AND CEILINGS, TO THE EXTENT SHO~N ON THE SAID PLANS AS GONSTITURE THE HORIZONTAL BOUNDARIES, IF ANY, AND THE VERTICAL BOUDARIES OF EACH UNIT HAVE BEEN SUFFICIENTLY CONSTRUGTED SO AS TO CLEARLY ESTABLISH THE PHYSICAL BOUNDARIES OF SUCH UNIT.

)>­---u 70 r _UI

N ORVILLE VAN PLAYER, Ill, AIA; SOUTH CAROLINA Rl:Gl5TRATION NO. 15'16 C) ------------------------------------10 MILLER\PLAYER AND ASSOCIATES ui

ARCHITECTS AND PLANNERS, LTD. RICHLAND @ CLEVELAND PARK 1010 E. NORTH ST., SUITE A GREENVILLE, SG 2'1601 GREENVILLE, SG

UUUf\ r.., .J. ~ U fAUI: ':I: .J..

'

f 19'-2'

-,.

' --,_, .

.

• :, . "i' . .

N -- "' 12'·9" lf/--9 11 -

.

. u ~

.._

lf>'-2" 1s1-e11 • •

~ "' D - ::

• :," "' -

..., .

., 11 r 111 lf>'-1"

-• N --' ' -- . .., I ;;i c::

-;::, C, ~ ,, ~ .. w

. , .

• - - -,r .

• ,.. ' IS'-0' Q -•

"· , ,. .. :,' .-- .,.

~

- ( ,...., - . ~ ' - ~

'~ • N .

0

101..·1 11 • ;1-011 ,,_

:ff • .--

• 10'-5" ' N il)

' , .--• 5'

' "' -,.

• 1q'.5' ~ "' r;::i c;

"tr • ::t N

'

"" .

'

THE UNDERSIGNED, A REGISTERED ARCHITECT HAS VISITED THE KNO~N AS RICHLAND AT CLEVELAND PARK, AND VIE~ED THE PROPERTY AND TO THE BEST OF HIS KNO~EDGE, INFORMATION, AND BELIEF; (I) THE EXTERIOR ~ALLS AND ROOF OF EACH STRUCTURE ARE IN PLACE AS SHO~N ON SAID PLANS; AND (2) SUCH ~ALLS, PARTITIONS, FLOORS, AND CEILINGS, TO THE EXTENT SHO~N ON THE SAID PLANS AS GONSTITURE THE HORIZONTAL BOUNDARIES, IF ANY, AND THE VERTICAL BOUDARIES OF EACH UNIT HAVE BEEN SUFFICIENTLY CONSTRUCTED SO AS TO CLEARLY ESTABLISH THE PHYSICAL BOUNDARIES OF SUCH UNIT.

ORVILLE VAN PLA'l'ER, Ill, AIA; SOUTH CAROLINA REGISTRATION NO, 159f> t0· C)

--------------------------------- C)

ARCH TEG TS AND PLANNERS, LTD. 1010 E. NORTH ST., SU TE A GREENV LLE, SG 2CJ601 GREENV LLE, SC

~•

i~ . ---'-, "i ,==.;::::=; :!:::::::::::::!!:;;;;:::::::;;;:::: ~D======

It~ "i I " " " "

~• ..

I ,:

I "

ll!'.'. Cl Cl _j lL

tn

THE UNDERSIGNED, A REGISTERED ARCHITECT HAS VISITED THE KNOV'!N AS RICHLAND AT CLEVELAND PARK, AND VIEY'lED THE PROPERTY AND TO THE BEST OF HIS KNOV'!LEDGE, INFORHATION, AND BELIEF; (I) THE EXTERIOR V'!ALLS AND ROOF OF EACH STRUCTIJRE ARE IN PLACE AS SHOV'!N ON SAID PLANS; AND (2) SUCH Y'lALLS, PARTITIONS, FLOORS, AND CEILINGS, TO THE EXTENT SHOY'lN ON THE SAID PLANS AS CONSTITURE THE HORIZONTAL BOUNDARIES, IF ANY, AND THE VERTICAL ElOUDARIES OF EACH UNIT HAVE BEEN SUFFICIENTLY CONSTRUCTED SO AS TO CLEARLY ESTABLISH THE PHYSICAL BOUNDARIES OF SUGH UNIT. . .

w ORVILLE VAN PLA"TER, Ill, AIA; eoi.JTI-1 CAROLINA fl.E515TRATION NO. 15'16 r------------------~-------------a

M LLER\PLA YER AND ASSOG A TES IJ1

1010 E. NORTH ST., SUITE A GREENVILLE, SC 2CJbOI 6REENV LLE/ SG

THE UNDERSIGNED, A REGISTERED ARCHITECT HAS VISITED THE KNO~N AS RICHLAND AT CLEVELAND PARK, AND VlrnED THE PROPERTY AND TO THE BEST OF HIS KNO~LEDGE, INFORMATION, AND BELIEF; (I) THE EXTERIOR ~LLS AND ROOF OF EACH STRUCTURE ARE IN PLACE AS SHO~N ON SAID PLANS; AND (2) SUCH ~ALLS, PARTITIONS, FLOORS, AND CEILINGS, TO THE EXTENT SHO~N ON THE SAID PLANS AS WNSTITURE THE HORIZONTAL BOUNDARIES, IF ANY, AND THE VERTICAL BOUDARIES OF EACH UNIT HAVE BEEN SUFFICIENTLY CONSTRUCTED SO AS TO GLEARLY ESTABLISH THE PHYSICAL BOUNDARIES OF SUGH UNIT.

)> ---0 70 r _UI t--..)

ORVILLE VAN PLA'l'ER, Ill, AIA; SOUTH CAROLINA RE&ISTRATION NO. 15% C) ------------------------------------1 MILLER\PLAYER AND ASSOCIATES ARCHITECTS AND PLANNERS1 LTD. 1010 E. NORTH ST., SUITE A 6REENYILLE, SG 2'1601

C) UI

RICHLAND@ CLEVELAND PARK 6REENVILLE1 SC

THE UNDERSIGNED, A REGISTERED ARCHITECT HAS VISITED THE KNOY'lN AS RICHLAND AT CLEVELAND PARK, AND VIEY'lED THE PROPERTY AND TO THE BEST OF HIS KNOY'lLEDGE, INFORHATION, AND BELIEF; (I) THE EXTERIOR MLLS AND ROOF OF EACH STRUCTURE ARE IN PLACE AS SHOY'lN ON SAID PLANS; AND (2) SUCH r!ALLS, PARTITIONS, FLOORS, AND CEILINGS, TO THE EXTENT SHOY'!N ON THE SAID PLANS AS C.ONSTITURE THE HORIZONTAL BOUNDARIES, IF ANY, AND THE VERTICAL BOUDARIES OF EACH UNIT HAVE BEEN SUFFICIENTLY C,ONSTRUC TED SO AS TO CLEARLY ESTABLISH THE PHYSIC.AL BOUNDARIES OF SUCH UNIT.

)> I)

70 r

_IJ1

w ORVILLE VAN PLAYER, Ill, AIA: SOUTH CAROLINA Rf615TRATION NO. 15'!6 0 ----------------------------------to

MILLER\PLAYER AND ASSOCIATES RICHLAND@ CLEVELAND PARK U1

ARCHITECTS AND PLANNERS, LTD. 1010 E. NORTH ST., SUITE A GREENVILLE, SC 2'1601 GREENVILLE, SC

BOOK i 14 6 PAGE

THE UNDERSIGNED, A RE61STERED ARCHITECT HAS VISITED THE KNO~N AS RIGHLANO AT CLEVELAND PARK, AND VIE~ED THE PROPERTY AND TO THE BEST OF HIS KNO~LEDGE, INFORHATION, AND BELIEF; (I) THE EXTERIOR ~ALLS AND ROOF OF EACH STRUCTURE ARE IN PLACE AS SHO~N ON SAID PLANS; AND (2) SUCH ~ALLS, PARTITIONS, FLOORS, AND CEILINGS, TO THE EXTENT SHO~N ON THE SAID PLANS AS GONSTIT1JRE THE HORIZONTAL BOUNDARIES, IF ANY, AND THE VERTICAL BOUDARIES OF EACH UNIT HAVE BEEN SUFFICIENTLY CONSTRUCTED SO AS TO CLEARLY ESTABLISH THE PHYSICAL BOUNDARIES OF SUCH UNIT.

)> ---0 70 r _IJ1

n-0 _________________ o_RV-IUE_v_AN_P_LAYE_R.;_11_1, A_IA;_sou_TH_cA_RO_LINA-RE6-ISTR_A_r1o_N_N0 __ 15'!_6 __ -I ()

() U1 MILLER\PLAYER AND ASSOCIATES

ARCHITECTS AND PLANNERS, LTD. 1010 E. NORTH ST., SUITE A GREENVILLE, SC 2C1601

RICHLAND@ CLEVELAND PARK GREENVILLE, SG

BOOK 214 6 PAGE 4 6

EXHIBITD Percentage of Ownership Chart

Unit

Unit 101 Unit 102 Unit 103 Unit 104 Unit 105 Unit 106 Unit 201 Unit 202 Unit 203 Unit 204 Unit 205 Unit 206 Unit 301 Unit 302 Unit 303 Unit 304 Unit 305 Unit 306 Unit 401 Unit 402 Unit 403 Unit 404 Unit 405 Unit 406

Percent Ownership

4.167 4.167 4.167 4.167 4.167 4.167 4.167 4.167 4.167 4.167 4.167 4.167 4.167 4.167 4.167 4.167 4.167 4.167 4.167 4.167 4.167 4.167 4.167 4.167

BOOK 2 1 4 6 PAGE 4 7

EXHIBITE TO MASTER DEED OF

THE RICHLAND HORIZONTAL PROPERTY REGIME ARCHITECT'S CERTIFICATE

Pursuant to S.C. Code Ann.§ 27-31-110 (1976), I certify that the Regime plans described in the attached Exhibit(s) and the written description of twenty-four (24) Residential Condominiums in our Homeowners Association (situated upon real estate described in the attached Exhibit "A"), fully depict the layout, dimensions, location, area and number identification of the Condominiums and the General and Limited Common Elements of the Regime.

Its:$;

Architect's S.C. License No.

\jenville, South Carolina Ck.~ \ q , 2005

BOOK 214 6 PAGE 4 8

EXHIBIT F Articles of Incorporation of Association

:, •'.: "1 ·1,·:r:., ·1_, ,>,·· ;, 1·H1.;\:' ,11Nu o:.RRn 1111;:i,-; __ ,; ·/,)•,Lt,I f'B(}l,,A -'"'·'L) (,, )~4if'f,Jl}:;,'lW!lh U-f.;, ,

, ;.-1-;,1·-:::N./-\.L 011,.,, f,:-'11 r: :~i-.' r:- n~:·: .. t'-1fP.(.~!ii BOOK 214 6 PAGE 49 STATE OF SOUTH CAROLINA

SECRETARY OF STATE NONPROFIT CORPORATION

ARTICLES OF INCORPORATION

TYPE OR PRINT CLEARLY IN BLACK INK

Pursuant to Section 33-31-202 of the South Carolina Code of Laws, as amended, the undersigned corporation submits the following information:

1. The name of the nonprofit corporation is The Richland Horizontal Property Regime Homeowners Association Inc.

2. The initial registered office of the nonprofit corporation is 2 Hidden Hills Drive Street Address

Greenville Greenville SC City County State

The name of the registered agent of the nonprofit corporation at that office is

Ron Cobb Print Name

I hereby consent to th:1

•~ma#tered agent of the corporation.

Agents Signature

29605 Zip Code

3. Check "a", "b", or "c" whichever is applicable. Check only one box:

4.

5.

a.

b.

C.

[ ]

[ ]

[X]

The nonprofit corporation is a public benefit corporation.

The nonprofit corporation is a religious corporation.

The nonprofit corporation is a mutual benefit corooration. 050425-0101 FILED: 04/25/2005

Check "a" or "b", whichever is applicable:

a.

b.

[X]

[ ]

This corporation will have members.

This corporation will not have members

RICHLAND HORIZONTAL PROPERTY REGIME HOMEOWN

1111111111fll1111ii111iii-~111111i1iu11111111111111111111111 Mark Hammond South Carolina Secretary of State

The address of the principal office of the nonprofit corporation is

2 Hidden Hills Drive Greenville Greenville SC 29605 Street Address City County State Zip Code

6. If this nonprofit corporation is either a public benefit or religious corporation (when box "a" or "b" of paragraph 3 is checked), complete either "a" or "b", whichever is applicable, to describe how the remaining assets of the corporation will be distributed upon dissolution of the corporation.

a. [ 1 Upon dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501 (c)(3) of the Internal Revenue Code, or the corresponding section of any future Federal tax code, or shall be distributed to the Federal government, or to a state or local government,

, for a public purpose. Any such asset not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.

b. [ ]

BOOK 21 4 6 PAGE 5 0 Upon dissolution of the corporation, consistent with the law, the remaining assets of the corporation shall be distributed to

7. If the corporation is a mutual benefit corporation (when box "c" of paragraph 3 is checked), complete either "a" or 'b", whichever is applicable, to describe how the (remaining) assets of the corporation will be distributed upon dissolution of the corporation.

a. [X]

b. [ ]

Upon dissolution of the mutual benefit corporation, the (remaining) assets shall be distributed to its members, or if it has no members, to those persons to whom the corporation holds itself out as benefiting or serving.

Upon dissolution of the mutual benefit corporation, the (remaining) assets, consistent with the law, shall be distributed to ____________ _

8. The optional provisions which the nonprofit corporation elects to include in the articles of incorporation are as follows (See 33-31-202(c) of the 1976 South Carolina Code of Laws, as amended, the applicable comments thereto, and the instructions to this form)

9. The name and address of each incorporator is as follows (only one is required)

Lauren Vance 104 S. Main Street, Suite 900, Greenville SC 29601 Name Address Zip Code

Name Address Zip Code

Name Address Zip Code

10. Each original director of the nonprofit corporation must sign the articles but only if the directors are named in these articles:

Name (Only if named in articles) Signature of director

Name (Only if named in articles) Signature of director

Name (Only if named in articles) Signature of director

11. Eac . orporator must sig9'the articles.

I llA.,(il{j /l il_Zll ~ of incorporator

Signature of incorporator

Signature of incorporator

Date:

BOOK 21 4 6 PAGE 51 The Richland Horizzontal Property Regime Homeowners Association, Inc.

Name of Corporation

1. Not withstanding any other provisions of these articles, the purposes for which the corporation is organized are exclusively religious, charitable, scientific, literary, and educational within the meaning of 501 (c)(3) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States Internal Revenue law.

2. Not withstanding any other provisions of these articles, this organization shall not carry on any activities not permitted to be carried on by an organization exempt from Federal income tax under section 501 (c)(3) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States Internal Revenue law.

3. Upon dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code of 1986 or the corresponding provision of any future federal tax code, or shall be distributed to the federal government, or to a state or local government for a public purpose. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated for such purposes.

NP-501 c3A TT ACHMENT

APR '> i::: ')f1('t' (. ,, •. f_ .. ,,q

FORM REVISED BY SOUTH CAROLINA SECRETARY OF STATE, JANUARY 2000

BOOK 21 4 6 PAGE 5 2

EXHIBITG Bylaws of the Association

BOOK 214 6 PAGE 5 iS

BYLAWS OF

THE RICHLAND HORIZONTAL PROPERTY REGIME HOMEOWNERS ASSOCIATION, INC.

A Not for Profit Corporation

ARTICLE I NAME AND PRINCIPAL OFFICE

1.01. Names. The name of the eleemosynary corporation is "The Richland Horizontal Property Regime Homeowners Association" hereinafter referred to as "the Association." Sky Green Holdings, Inc., hereinafter referred to as the "Grantor," is a South Carolina corporation.

1.02. Offices. The principal offices of the Association shall be at 2 Hidden Hills Drive, Greenville, South Carolina 29605.

ARTICLE II NOT-FOR-PROFIT CORPORATION

2.01. The Association is a mutual benefit, nonprofit corporation established pursuant to S.C. Code Ann. §33-31-10 et seq. (1976) which has been organized for the purpose of administering The Richland Horizontal Property Regime established pursuant to S.C. Code Ann. §27-31-10 et seq. (1976).

ARTICLE III PURPOSE

3.01 The purpose for which the Association is organized is to: (1) provide care, upkeep, surveillance and maintenance services to the Owners; (ii) manage and maintain the Common Area within the Property; and (iii) administer and enforce all covenants, conditions and restrictions applicable to the Property known as The Richland Condominiums located in Greenville County, South Carolina and to engage in other activities allowed by law which are necessary for the Association to carry out its rights, duties and responsibilities set forth in any covenants, conditions, and restrictions or as otherwise allowed by law.

is perpetual.

ARTICLE IV DURATION

4.01. The period during which the Association is to continue as a corporation

1

ARTICLE V POWERS

BOOK 214 6 PAGE 5 4

5.01. Notwithstanding any other provision of these Bylaws, no part of the net earnings of the Association shall inure to the benefit of, or be distributable to any of its members, directors, officers or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the Association's purposes. No substantial part of the activities of the Association shall consist of carrying on propaganda, or otherwise attempting to influence legislation; and the Association shall not participate in nor intervene in (including the publishing or distributing of statements) any political campaign on behalf of or in opposition to any candidate for public office.

5.02. The Association shall have such other powers as are now or may hereafter be granted to nonprofit corporations by the laws of the State of South Carolina; provided however, that the exercise of such powers shall always be subject to the limitations of the paragraphs of this Article.

ARTICLE VI MEMBERS

6.01. Members. All Owners of Units and Undivided Interests, and a purchaser obligated under an Installment Purchase Agreement shall be members of the Association. Such membership shall automatically terminate when such Co-Owner is no longer the owner of such Unit or Undivided Interest; membership in the Association shall be limited to Co-Owners.

6.02. Annual Meetings. The annual meeting of members shall be held on the first Tuesday in October each year at a time selected by the Board for the purpose of electing Directors and transacting such other business as may come before the meeting. If the election of Directors shall not be held on the day designated herein for the annual meeting of the members, or at any adjournment thereof, the Board of Directors ("Board") shall cause the election to be held at a special meeting of the members to be convened as soon thereafter as may be convenient.

6.03. Special Meetings. Special meetings of the members may be called by the Board or upon the written request of members holding not less than ten percent ( 10 % ) of the total votes of the Association, such written request to state the purpose or purposes of the meeting and to be delivered to the Board.

6.04. Place of Meetings. The Board may designate any place in Greenville County, State of South Carolina, as the place of meeting for any annual meeting or for any

2

BO OK 2 1 4 6 PAGE 5 5 special meeting called by the Board. If no designation is made, or if a special meeting is otherwise called, the place of the meeting shall be at the principal office of the Association.

6.05. Notice of Meetings. The Board shall cause written or printed notice of the time, place and purpose of all meetings of the members (whether annual or special) to be delivered, not more than sixty (60) nor less than fifteen (15) days prior to the meeting, to each member of record entitled to vote at such meeting. Such notice shall include a description of any matter to be discussed as required by S.C. Code Ann. § 33-31-705 (1976). If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at his registered address, with first class postage thereon prepaid as provided by S.C. Code Ann. § 33-31-141 (1976). Each member shall register with the Association such member's current mailing address for purposes of notice hereunder. Each registered address may be changed from time to time by notice in writing to the Association. If no address is registered with the Association, a member's street address shall be deemed to be his registered address for purposes of notice hereunder.

6.06. Members of Record. Upon purchasing a Unit or Undivided Ownership Interest in the Project or signing an Installment Purchase Agreement, each Co-Owner shall promptly furnish to the Association a certified copy of the recorded instrument by which ownership of such Unit or Undivided Ownership Interest has been vested in such Co-Owner, which shall be maintained in the records of the Association. For the purposes of determining members entitled to notice of or to vote at any meeting of the members, or any adjournment thereof, the Board may designate a record date, which shall not be more than fifty (50) nor less than fifteen (15) days prior to the meeting, for determining members entitled to notice of or to vote at any meeting of the members. If no record date is designated, the date on which notice of the meeting is mailed shall be deemed to be the record date for determining members entitled to notice of or to vote at the meeting. The persons or entities appearing in the records of the Association on such record date as the Co-Owners of record of Units and Undivided Ownership Interests in the Project or persons obligated under Installment Purchase Agreements shall be deemed to be the members of record entitled to notice of and to vote at the meeting of the members. In the event a Unit or Undivided Ownership Interest is owned by more than one person or by a corporation, trust or other entity, the individual entitled to cast the vote for that Unit or Undivided Ownership Interest shall be designated by a certificate filed with the Secretary of the Association and signed by all join Co-Owners of the Unit or Undivided Ownership Interest or by an authorized agent of the corporation or other entity. If no certificate is filed, the vote of such Unit or Undivided Ownership Interest shall not be considered.

6.07. Voting Rights. The Members of the Association shall be all the Owners and shall be entitled to one vote for each Unit owned. When more than one person holds an interest in any Unit, all such persons shall be Members. The Vote for such Unit shall be exercised as they determine, but in no event shall more than one vote be cast with respect to any Unit.

3

BOOK 21 4 6 PAGE 5 6

6.08. Quorum. A majority (51 percent) of votes entitled to be cast by the members shall constitute a Quorum.

6.09. Waiver oflrregularities. All inaccuracies and/or irregularities in calls or notices of meetings and in the manner of voting, form of proxies and/or method of ascertaining members present shall be deemed waived if no objection thereto is made at the meetings.

6.10. Informal Action by Members. Any action that is required or permitted to be taken at a meeting of the members may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the members entitled to vote with respect to the subject matter thereof.

ARTICLE VII BOARD OF DIRECTORS

7 .01. General Powers. The property, affairs and business of the Association shall be managed by its Board. The Board may exercise all of the powers of the Association, whether derived from law or the Articles of Incorporation, except such powers as are by law, by the Articles of Incorporation or these Bylaws vested solely in the members. The Board may by written contract delegate, in whole or in part, to a professional management organization or person such of its duties, responsibilities, functions and powers, or those of any officer, as are properly delegable.

7.02. Number, Tenure, and Qualifications. At the first meeting of the Association, upon nominations made from the floor, the membership shall elect three (3) directors. These three (3) directors shall serve for a term of one (1) year. At subsequent annual meetings thereafter the general membership shall elect three (3) directors each for a term of one (1) year. At the same time, the corporation shall elect such additional directors as may be required to serve out the unexpired term of vacancy or vacancies then existing on the Board.

7.03. Regular Meetings. A regular annual meeting of the Board shall be held without other notice than this Bylaw immediately after, and at the same place as, the annual meeting of the members. The Board may provide by resolution the time and place, within Greenville County, South Carolina, for the holding of such additional regular meetings without other notice than such resolution.

7. 04. Special Meetings. Special meetings of the Board may be called by or at the request of the President of the Board or any other two (2) Directors. The person or persons authorized to call special meetings of the Board may fix any place within Greenville County, South Carolina, as the place for holding any special meeting of the Board called by such person or persons. Notice of any special meeting shall be given at least five (5) days

4

BOOK 214 6 PAGE 5 7 prior thereto by written notice delivered personally, or mailed to each Director at his registered address. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with first class postage thereon prepaid. Any Director may waive notice of a meeting. A Director may attend a meeting of the Board by conference telephone.

7. 05. Quorum. A quorum at a Director's meeting shall consist of the Directors entitled to cast a majority of the votes of the entire Board. The acts of the Board approved by a majority of the votes present at a meeting at which a quorum is present shall constitute the acts of the Board, except as specifically otherwise provided in the Articles of Incorporation, these Bylaws, or the Master Deed. If any Director's meeting cannot be organized because a quorum has not attended or because the greater percentage of the Directors required to constitute a quorum for particular purposes has not attended, wherever the latter percentage of attendance may be required as set forth in the Articles of Incorporation, these Bylaws, or the Master Deed, the Directors who are present may adjourn the meeting, from time to time, until a quorum, or the required percentage of attendance greater than a quorum, is present. At any adjourned meeting, any business which might have been transacted at the meeting as originally called may be transacted without further notice. The joinder of a Director in the action of a meeting by signing and concurring the minutes thereof shall constitute the presence of such Director for the purpose of determining a quorum.

7 .06. Compensation. No Director shall receive compensation for any services that he may render to the Association as a Director; provided, however, that Directors may be reimbursed for expenses incurred in performance of their duties as Directors and, except as otherwise provided in these Bylaws, may be compensated for services rendered to the Association other than in their capacities as Directors. Board must keep record of receipts and expenditures which can be examined by all Co-Owners. Directors' fees, if any, shall be determined by the members of the Association.

7. 07. Presiding Officer. The presiding officer of Directors' meeting shall be the President. In the absence of the President, the Directors present shall designate one of their number to preside.

7 .08. Resignation and Removal. A Director may resign at any time by delivering a written resignation to either the President or the Board. Unless otherwise specified therein, such resignation shall take effect upon delivery. Any member of the Board of Directors may be removed by a simple majority vote of the membership at a duly held meeting. Also when any Director shall have three (3) consecutive unexcused absences from the meeting of the Board of Directors, his office as Director may be declared vacant by majority vote of the Board. Any Director who shall cease to hold active membership in the corporation automatically shall cease to be a member of the Board of Directors.

7. 09. Duties and Responsibilities of the Board. The Board shall manage and direct the affairs of the Association and, subject to any restrictions imposed by law, by the

5

BOOK 214 6 PAGE 5 8

Master Deed, or these Bylaws, may exercise all of the powers of the Association subject only to approval by the members when such is specifically required of these Bylaws. The Board shall exercise such duties and responsibilities as shall be incumbent upon it by law, the Master Deed; or these Bylaws as it may deem necessary or appropriate in the exercise of its powers and shall include, without limiting the generality of the foregoing, the following:

i) To make, levy, and collect assessments against members and members' Units to defray the cost of the common areas and facilities of the Association, and to use the proceeds of said assessments in the exercise of the powers and duties granted unto the Association.

ii) To carry out the maintenance, care, upkeep, repair, replacements, operation, surveillance, and the management of the general and limited elements, services, and facilities of the Association wherever the same is required to be done and accomplished by the Association for the benefit of its members.

iii) To carry out the reconstruction of improvements after casualty and further improvement of the property, real and personal.

iv) To make and amend regulations, after notice and consent, governing the use of the property, real and personal, in the Association and to establish fines for the violation of same, so long as such regulations or amendments thereto and fines do not conflict with the restrictions and limitations which may be placed upon the use of such property under the terms of the Articles of Incorporation and Master Deed.

v) To acquire, operate, lease, manage, and otherwise trade and deal with property, real and personal, including Units in the Association, as may be necessary or convenient in the operation and management of the Association, and in accomplishing the purposes set forth in the Master Deed; provided, however, that any agreement for professional management of the Association, or any other contract providing for services of the Grantor, may not exceed three (3) years.

vi) To contract for the management of the common areas and facilities in the Association and to designate to such contractor all of the powers and duties of the Association, except those which may be required by the Master Deed to have approval of the Board or membership of the Association.

vii) To enforce by legal means the provisions of the Articles of Incorporation and Bylaws of the Association, the Master Deed, and the regulations and

6

BOOK 21 4 6 PAGE 5 9

fines hereinafter promulgated governing use of the property in the Association.

viii) To pay all taxes and assessments which are liens against any property of the Association, other than Units and the appurtenances thereto, and to assess the same against the members and their respective Units subject to such liens.

ix) To carry insurance for the protection of the members and the Association against casualty and liability.

x) To pay all costs of power, water, sewer, and other utility services rendered to the condominium and not billed to the owners of separate Units.

xi) To employ personnel for reasonable compensation to perform the services required for proper administration of the purposes of the Association, as well as to dismiss said personnel.

7 .10. Vacancies and Newly Created Directorships. If vacancies shall occur in the Board by reason of the death or resignation of a Director, or if the number of Directors shall be increased, the Directors then in office shall continue to act and such vacancies or newly created Directorships shall be filled by a vote of the Directors then in office, though less than a quorum, in any way approved by such Directors at the meeting. Any Director elected or appointed hereunder to fill a vacancy shall serve until the next meeting of the members.

7 .11. Informal Action by Directors. Any action that is required or permitted to be taken at a meeting of the Board may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors.

7 .12. Right to Appoint and Remove Members of Association Board of Directors. Grantor reserves the right to appoint and remove members of the Board of Directors of the Association pursuant to the other provisions these Bylaws.

ARTICLE VIII OFFICERS

8.01. Number. The officers of the Association shall be a President, a Secretary, a Treasurer and such other officers as may from time to time be appointed by the Board.

7

BOOK 214 6 PAGE 6 0 8.02. Election, Tenure and Qualification. The officers of the Association shall

be chosen by the Board annually at the regular annual meeting of the Board. In the event of failure to choose officers at such regular annual meeting of the Board, officers may be chosen at any regular or special meeting of the Board. Each such officer (whether chosen at a regular annual meeting of the Board or otherwise) shall hold his office until the next ensuing regular annual meeting of the Board and until his successor shall have been chosen and qualified, or until his death, or until his resignation or removal in the manner provided in these Bylaws, whichever first occurs. Any one person may hold any two or more of such offices except that the President may not also be the Secretary. No person holding two or more offices shall act in or execute any instrument in the capacity of more than one office. The President and the Secretary must be Directors.

8.03. Subordinate Officers. The Board may from time to time appoint such other officers or agents as it may deem advisable, each of whom shall have such title, hold office for such period, have such authority and perform such duties as the Board may from time to time determine. The Board may from time to time delegate to any officer or agent the power to appoint any such subordinate officers or agents and to prescribe their respective titles, terms of office, authorities and duties. Subordinate officers need not to be members or Directors of the Association.

8.04. Resignation and Removal. Any officer may resign at any time by delivering a written resignation to the President or the Board. Unless otherwise specified therein, such resignation shall take effect upon delivery. Any officer may be removed by the Board at any time, for or without cause.

8.05. Vacancies and Newly Created Offices. If any vacancy shall occur in any office by reason of death, resignation, removal, disqualification or any other cause, or if a new office shall be created, such vacancies or newly created offices may be filled by the Board at any regular or special meeting.

8.06. The President. The initial President of the Association shall be Ron Cobb. The President shall preside at meetings of the Board and at meetings of the members. He shall sign on behalf of the Association all conveyances, mortgages, documents and contracts and shall do and perform all other acts and things that the Board may require of him.

8. 07. The Secretary. The initial Secretary of the Association shall be Ron Cobb. The Secretary shall keep the minutes of the Association and shall maintain such books and records as these Bylaws, the Master Deed or any resolution of the Board may require him to keep. He shall be the custodian of the seal of the Association, if any, and shall affix such seal, if any, to all papers and instruments requiring the same. He shall perform such other duties as the Board may require of him.

8

BOOK 21 4 6 PAGE 61

8. 08. The Treasurer. The initial Treasurer of the Association shall be Ron Cobb. The Treasurer shall have the custody and control of the funds of the Association, subject to the action of the Board, and shall, when requested by the President to do so, report the state of the finances of the Association at each annual meeting of the members and at any meeting of the Board. He shall perform such other duties as the Board may require of him.

8.09. Compensation. No officer shall receive compensation for any services that he may render to the Association as an officer; provided, however, that officers may be reimbursed for expenses incurred in performance of their duties as officers and, except as otherwise provided in these Bylaws, may be compensated for services rendered to the Association other than in their capacities as officers.

ARTICLE IX COMMITTEES

9.01. Designation of Committees. The Board may from time to time by resolution designate such committees as it may deem appropriate in carrying out its duties, responsibilities, functions and powers. No committee member shall receive compensation for services that he may render to the Association as a committee member; provided however, that committee members may be reimbursed for expenses incurred in performance of their duties as committee members and (except as otherwise provided by these Bylaws) may be compensated for services rendered to the Association other than in their capacities as committee members.

9.02. Nature of Committees. All committees shall act only in an advisory capacity to the Board of Directors and shall not have any power or authority to carry out any of the duties or responsibilities of the Board Directors.

9.03. Proceedings of Committees. Each committee designated hereunder by the Board may appoint its own presiding and recording officers and may meet at such places and times and upon such notice as such committee may from time to time determine. Each such committee shall keep a record of its proceedings and shall regularly report such proceedings to the Board.

9.04. Quorum and Manner of Acting. At each meeting of any committee designated hereunder by the Board, the presence of members constituting at least two-thirds of the authorized membership of such committee shall constitute a quorum for the transaction of business and the act of a majority of the members present at any meeting at which quorum is present shall be the act of such committee. The members of any committee designated by the Board hereunder shall act only as a committee and the individual members thereof shall have no powers as such.

9.05. Resignation and Removal. Any member of any committee designated hereunder by the Board may resign at any time by delivering a written resignation either to the

9

BOOK 214 6 PAGE 6 2

President, the Board or the presiding officer of the committee of which he is a member. Unless otherwise specified therein, such resignation shall take effect upon delivery. The Board may at any time, for or without cause, remove any member of any committee designated by it hereunder.

9.06. Vacancies. If any vacancy shall occur in any committee designated by the Board hereunder, due to disqualification, death, resignation, removal or otherwise, the remaining members shall, until the filling of such vacancy, constitute the then total authorized membership of the committee and, provided that two or more members are remaining, may continue to act. Such vacancy may be filled at any meeting of the Board.

ARTICLEX INDEMNIFICATION

10.01. Indemnification Against Third Party Actions. The Association shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative ( other than an action by or in the right of the Association) by reason of the fact that he is or was a Director, officer, employee or agent of the Association, or is or was serving at the request of the Association as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the Association and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful The termination of any action, suit or proceeding by an adverse judgement, order or settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Association and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

10.02. Indemnification Against Association Actions. The Association shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Association to procure a judgment in its favor by reason of the fact that he is or was a Director, officer, employee or agent of the Association, or is or was serving at the brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

10.03. Determination. To the extent that a Director officer, employee, or agent of the Association has been successful on the merits or otherwise in defense of any action, suit

10

BOOK 214 6 PAGE 6 3

or proceeding referred to in Section 10.01 or 10.02 hereof, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith. Any other indemnification under Section 10.01 or 10.02 hereof shall be made by the Association only upon a determination that indemnification of the Director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth respectively in Section 10.01 or 10.02 hereof. Such determination shall be made either (i) by the Board by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding or (ii) by the Owners by the affirmative vote of at least 50 percent of the total votes of the Association at any meeting duly called for such purpose.

10.04. Advances. Expenses incurred in defending a civil or criminal action, suit or proceeding as contemplated in this Article may be paid by the Association in advance of the final disposition of such action, suit or proceeding upon a majority vote of a quorum of the Board and upon receipt of an undertaking by or on behalf of the Director, officer, employee or agent to repay such amount or amounts unless it ultimately be determined that he is entitled to be indemnified by the Association as authorized by this Article.

10.05. Scope of Indemnification. The indemnification provided for by this Article shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any provision in the Association's Articles of Incorporation, Bylaws, agreements, vote of disinterested members or Directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. The indemnification authorized by this Article shall apply to all present and future Directors, officers, employees and agents of the Association and shall continue as to such persons who cease to be Directors, officers, employees or agents of the Association and shall inure to the benefit of the heirs and personal representatives of all such persons and shall be in addition to all other rights to which such persons may be entitled as a matter of law.

10.06. Insurance. The Association may purchase and maintain insurance on behalf of any person who was or is a Director, officer, employee or agent of the Association, or who was or is serving at the request of the Association as a Director, officer, employee or agent of another corporation, entity or enterprise (whether for profit or not for profit), against any liability asserted against him or incurred by him in any such capacity or arising out of his status as such, whether or not the Association would have the power to indemnify him against such liability under the laws of the state of South Carolina as the same may hereafter be amended or modified.

10.07. Payments and Premiums. All indemnification payments made, and all insurance premiums for insurance maintained, pursuant to this Article shall constitute expenses of the Association and shall be paid with funds of the Association.

11

BOOK 214 6 PAGE 6 4

ARTICLE XI FISCAL YEAR AND SEAL

11.01. Fiscal Year. The fiscal year of the Association shall begin on the 1st day of January each year and shall end on the 31st day of December next following, except that the first fiscal year shall begin on the date of incorporation and end on the 31st day of December next following.

11.02. Seal. The Board may by resolution provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Association and the words "South Carolina" and "Corporate Seal."

ARTICLE XII RULES AND REGULATIONS

12.01. Rules and Regulations. The Board may from time to time adopt, amend, repeal and enforce reasonable rules and regulations governing the use and operation of the Association to the extent that such rules and regulations are not inconsistent with the rights and duties set forth in the Articles of Incorporation, the Master Deed or these Bylaws. The members shall be provided by the Board with copies of all amendments and revisions thereof.

ARTICLE XIII COLLECTING FROM MEMBERS FOR PAYMENT

OF COMMON EXPENSES

13.01 Method of Collecting. The manner of collecting from the members for the payment of the common expenses shall be as set forth by the Board.

13.02 Interest Rate for Failure to Pay Dues. In the event a member fails to pay is dues, interest will accrue at the rate of 7 percent for 60 days. Thereafter and until all currently owed dues are paid, the interest will accrue at a rate of 14 percent.

ARTICLE XV DEFINITIONS

15.01 The definitions contained in S.C. Code Ann. § 27-31-20 (1976) are hereby incorporated herein and made a part hereof by reference. The word "Unit" shall have the same meaning as "Apartment."

15.02 All definitions contained in the Master Deed of The Richland Horizontal Property Regime shall have the same measures as used in the Master Deed, herein.

12

BOOK 214 6 PAGE 6 5 ARTICLE XVI CONFLICTS

16.01 In the event of any conflict between the provisions of the Master Deed and the provisions of these Bylaws, the provisions of the Master Deed shall control.

ARTICLE XVII SEVERABILITY

17.01 The provisions of these Bylaws are severable, and the invalidity of one or more provisions thereof shall not be deemed to impair or affect in any manner the enforceability or effect of the remainder hereof.

ARTICLE XVIII CAPTIONS

18.01 The captions herein are inserted only as a matter of convenience and or reference and in no way define, limit, or describe the scope of these Bylaws or the intent of any provision hereof.

ARTICLE XIX GENDER AND NUMBER

19.01 All pronouns used herein shall be deemed to include the masculine, the feminine, and the neutral, as well as and the singular and the plural whenever the context requires or permits.

manner:

ARTICLE XX AMENDMENT TO BYLAWS

Amendments to these Bylaws shall be proposed and adopted in the following

20.01 Amendments to these Bylaws may be proposed by the Board acting upon vote of the majority of the Directors, or by members of the Association owning a majority of the total value of the property in the Regime, whether meeting as members or by instrument in writing signed by them;

20.02 Upon any amendment or amendments to these Bylaws being proposed by said Board or members, such proposed amendment or amendments shall be transmitted to the President of the Association, or other officer of the Association in absence of the President, who shall thereupon call a special joint meeting of the members of the Board and the membership for a date not sooner than twenty (20) days or later than sixty (60) days from receipt by such officer of the proposed amendment or amendments, and it shall be the duty, of the Secretary to give to each member written or printed notice of such meeting in the same

13

BOOK 214 u PAGE 6 6

form and in the same manner as notice of the call of a special meeting of the members is required as set forth herein;

20.03 In order for amendment or amendments to become effective, the same must be approved by an affirmative vote of the members owning not less than two-thirds (2/3) of the total value of the property in the Regime and the vote of any Mortgagees as required by the Master Deed. Thereupon, such amendment or amendments to these Bylaws shall be transcribed, certified by the President and Secretary of the Association, and a copy thereof recorded in the public records of Greenville County, South Carolina, within ten ( 10) days from the date on which any amendment or amendments have been affirmatively approved by the directors and members;

20.04 At any meeting held to consider such amendment or amendments to the Bylaws, the written vote of any member of the Association shall be recognized if such member is not in attendance at such meeting or represented thereat by proxy, provided such written vote is delivered to the Secretary of the Association at or prior to such meeting; and

20.05 Notwithstanding the foregoing provisions of this Article XX, no amendment to these Bylaws which shall abridge, amend or alter the right of the Grantor to designate and select members of the Board, as provided in Article VII hereof, may be adopted or become effective without the prior written consent of the Grantor. No amendment shall be effective until all the requirements of the Master Deed have been met.

ARTICLEXXI RIGHT TO NOTICE AND COMMENT

21.01 Before the Board adopts or amends Rules, whenever the Master Deed or Bylaws or Articles of Incorporation require that an action be taken after "Notice" or "Notice and Comment," and at any other time the Board determines, the Co-owners have the right to receive notice of the proposed action and the right to comment orally or in writing. Notice of the proposed action shall be given to each Co-owner in writing and shall be delivered personally or by mail to all Co-owners at such address as appears in the records of the Association or published in a newsletter or similar publication routinely circulated to all Co­owners. The notice shall be given not less than five (5) days before the proposed action is to be taken. It shall invite comment to the Board orally or in writing before the scheduled time of the meeting. The right to Notice and Comment does not entitle a Co-owner to be heard at a formally constituted meeting.

ARTICLE XXII RIGHT TO NOTICE A ND HEARING

22.01 Whenever the Master Deed or Bylaws or Articles of Incorporation require that an action be taken after "Notice and Hearing," the following procedure shall be observed: The party proposing to take the action (e.g., the Board, a committee, an officer, the Manager, etc.) shall give written notice of the proposed action to all Co-owners or Occupants of Apartments whose interest would be significantly affected by the proposed action. The

14

BOOK 214 6 PAGE 6 7

notice shall include a general statement of the proposed action and the date, time, and place of the hearing. At the hearing, the affected person shall have the right, personally or by a representative, to give testimony orally, in writing, or both (as specified in the notice), subject to reasonable rules of procedure established by the party conducting the meeting to assure a prompt and orderly resolution of the issues. Such evidence shall be considered in making the decision, but shall not bind the decision makers. The affected person shall be notified of the decision in the same manner in which notice of the meeting was given. Failure to provide such notice shall not invalidate any action taken.

ARTICLE XXIII APPEALS

23.01 Any person having a right to Notice and Hearing shall have the right to appeal to the Board from a decision of persons other than the Board by filing a written notice of appeal with the Board within ten (10) days after being notified of the decision. The Board shall conduct a hearing within thirty (30) days, giving the same notice and observing the same procedures as were required for the original meeting.

IN WITNESS WHEREOF, the undersigned, consisting all of the directors of the The Richland Horizontal Property Regime Homeowners Association, Inc. have hereunto set their hands and seals this ___ of November, 2004.

)~ __ _,;I):....,' ,_~fq_.._._.,.,,.=....,~~=------+--,------ Director

15

BOOK 2 1 4 6 PAGE 6 8 EXHIBITH

Management Agreement

BOOK 21 4 6 PAGE 6 9

MANAGEMENT AGREEMENT

This Management Agreement (the "Agreement") is entered into by and between The Richland Horizontal Property Regime Homeowners Association, Inc., a South Carolina nonprofit corporation (hereinafter the "Association") and Sky Green Holdings, Inc., a South Carolina Corporation, (hereinafter "Manager") effective as of this 1"1 day of January, 2005.

WHEREAS, Manager is ready, willing and able to provide management services to the Association, including but not limited to: property maintenance oversight and management; financial management; site management and operations support;

WHEREAS, the Association is a nonprofit corporation operating a residential condominium complex located in Greenville County, South Carolina, and requires the services offered by Manager in order to efficiently operate its business;

WHEREAS, the parties agree to the terms and conditions contained in this Agreement;

NOW THERFORE, in exchange for the mutual covenants, terms and conditions contained herein, the receipt and sufficiency of which is acknowledged by the parties, it is mutually agreed as follows:

1. Services Provided: Manager will supply the Association with management, oversight, sales and other services which the Association may require, including but not limited to:

a. Acting as the manager of a residential condominium association complex for the Association located in Greenville, SC:

b. Providing financial expertise and oversight, including hiring professionals for all necessary and proper financial reports and audits;

c. Providing marketing and sales consultation and support; d. Maintaining all required licenses and coordinating all regulatory matters

of the Association; e. Coordinating tax and other professional services for the Association; f. Such other services as may be required by the Association and agreed to

by the Parties.

2. Standard of Service: Manager shall work diligently and use good faith efforts to provide the services under the terms of this Agreement. Manager shall provide all necessary and requisite support personnel to provide the services identified above, and as may be agreed to between the parties from time to time.

3. Compensation: For services rendered under the terms of this Agreement the Association shall pay Manager a management fee in the sum of

------------ Dollars per Unit per month for each successive consecutive month from the date of this Agreement, as may be prorated until this Agreement is terminated.

BOOK 21 4 6 PAGE 7 0

As used herein "Unit" shall be defined in an identical manner as the definition of Apartment pursuant to S.C. Code section 27-31-20(a). The Association shall pay Manager a properly prorated amount for any partial month in which services are rendered.

4. Hours Worked: Manager's days and hours for performing such services are variable from day to day and week to week as determined by the Association, the needs of the Association and its tenants, and as a result of any other agreements between the parties contracting hereto.

5. Relationship: The Association shall not be liable for any negligent, reckless or intentional acts or omissions of Manager, nor shall Manager bind or attempt to bind The Association in any manner through its acts or delicts during the term of this Agreement in connection with management services of Manager. Furthermore, nothing herein shall be construed as creating the relationship of employer and employee between the parties, but rather, Manager shall, and at all times, be deemed to be an independent contractor and free of any control by the Association in selecting the time or methods of work, transportation used, or any other such things as may be construed to constitute a relationship of employer and employee between the parties.

6. Insurance: The Association shall provide Manager with coverage under its general liability insurance policy for the duration of the term of this Agreement.

7. Term of Agreement: The term of this Agreement shall commence of even date herewith. The parties, by mutual agreement in writing, may terminate this Agreement. This Agreement shall continue for one (1) year from the date first identified above. Thereafter, the Agreement shall automatically renew annually and compensation shall be agreed to in writing thirty (30) days prior to the annual renewal date.

8. Assignment: This Agreement between the parties may not be assigned as to any of the parties' rights or duties under this Agreement without the prior written consent of both parties to this Agreement.

9. Law: This Agreement shall be governed and construed in accordance with the law of the State of South Carolina and shall be binding upon the parties hereto, their respective heirs, personal representatives, successors and assigns.

10. Amendments: This Agreement consists of this wntmg and its attachments identified herein, if any. This Agreement sets forth the full and complete understanding of the parties as of the date of even signature. This Agreement may be amended by either party within thirty (30) days from the date first identified above. Thereafter, this Agreement may only be amended in writing executed by duly authorized representatives of the parties.

2 Doc# 434320

BOOK 21 4 6 PAGE 71

Executed on this pt day of January, 2005 in the County of Greenville, State of South Carolina by:

WITNESS:

3 Doc# 434320

Sky Green Holdings, Inc.

By: ALdtfi Its: Pr€sident

The Richland Horizontal Property Regime Homeowners Association, Inc.

~Doc# 435657.01~

BOOK 21 4 6 PAGE 7 2

EXHIBIT I Declaration of Covenants, Conditions, Restrictions

and Easements for The Richland

BOOK 21 4 6 PAGE 7 3 Note: This Declaration was recorded on '13 NAy2oo~ in

the Office of Register of Deeds for Greenville County in Deed Book~ beginning at Page 1471.

DECLARATION OF

COVENANTS, CONDITIONS, RESTRICTIONS AND EASEMENTS

FOR THE RICHLAND

Greenville, South Carolina

Developer:

Sky Green Holdings, Inc.

Prepared By:

James A. Blair, III, Esquire

Law Offices of Nelson Mullins Riley & Scarborough, L.L.P.

Post Office Box 10084 Greenville, SC 29603-0084

(864) 250-2300

SECTION:

ARTICLE I Section 1.1 Section 1.2 Section 1.3 Section 1.4 Section 1.5 Section 1.6 Section 1.7 Section 1.8 Section 1.9 Section 1.10 Section 1.11 Section 1.12 Section 1.13 Section 1.14 Section 1.15 Section 1.16

ARTICLE II Section 2.1 Section 2.2 Section 2.3

ARTICLE III

BOOK 214 6 PAGE 7 4 TABLE OF CONTENTS

PAGE:

DEFINITIONS ................................................................................................... 2 Association ................................................................................................... 2 Board ............................................................................................................ 2 Common Area .............................................................................................. 2 Condominium .............................................................................................. 2 Declarant ...................................................................................................... 2 Declaration ................................................................................................... 2 Eligible Mortgagee ....................................................................................... 2 Master Deed ................................................................................................. 2 Member ........................................................................................................ 2 Mortgage ...................................................................................................... 2 Mortgagee .................................................................................................... 2 Owner ........................................................................................................... 3 Plat ............................................................................................................... 3 The Richland ................................................................................................ 3 Property ........................................................................................................ 3 Unit .............................................................................................................. 3

PROPERTY RIGHTS ........................................................................................ 3 Owners' Easements Of Enjoyment .............................................................. 3 Leases of Units ............................................................................................. 4 Declarant's Covenant To Convey Title To Common Area ........................ .4

COVENANT FOR MAINTENANCE AND ASSESSMENTS ....................... .4 Section 3.1 Creation Of The Lien And Personal Obligation Of Assessments ............... .4 Section 3.2 Purpose Of Assessments .............................................................................. 5 Section 3.3 Maximum Annual Assessment .................................................................... 6 Section 3.4 Special Assessments .................................................................................... 6 Section 3.5 Apportionment of Tax or Special Assessment if Levied and Assessed Against the Regime as a Whole ................................................................................................. 7 Section 3.6 Notice And Quorum For Any Action Authorized Under Sections 3.3

Section 3.7 Section 3.8 Section 3.9 Section 3 .10

Section 3.11

ARTICLE IV Section 4.1 Section 4.2

And 3.4 ......................................................................................................... 8 Rate Of Assessments .................................................................................... 8 Date And Commencement Of Annual Assessment; Due Dates .................. 8 Effect Of Nonpayment Of Assessments: Remedies Of The Association ... 8 Effect Of Default In Payment Of Ad Valorem Taxes Or Assessments For Public Improvements By Association ................................................... 9 Subordination Of The Lien To The Mortgages ........................................... 9

RESTRICTIONS, CONDITIONS AND COVENANTS ................................ 10 Compliance With The Act, Master Deed, Bylaws And Declaration ......... 10 Use Restricted; Use By Declarant.. ............................................................ 10

Section 4.3 Section 4.4 Section 4.5 Section 4.6 Section 4.7 Section 4.8 Section 4.9 Section 4.10 Section 4.11 Section 4.12 Section 4.13 Section 4.14 Section 4.15 Section 4.16 Section 4.17 Section 4.18 Section 4.19 Section 4.20 Section 4.21 Section 4.22 Section 4.23 Section 4.24 Section 4.25 Section 4.26

ARTICLE V Section 5.1 Section 5.2 Section 5.3 Section 5.4 Section 5.5 Section 5.6

ARTICLE VI Section 6.1 Section 6.2

ARTICLE VII Section 7.1 Section 7.2 Section 7.3 Section 7.4 Section 7.5 Section 7.6 Section 7.7

ARTICLE VIII

BOOK 21 4 6 PAGE 7 5 Hazardous Use And Waste ........................................................................ 11 Alterations Of Common Elements ............................................................. 11 Limitation Upon Right of Owners to Alter and Modify Units .................. 11 Prohibition Of Renting For Transient Or Hotel Purposes ......................... 11 Rules And Regulations .............................................................................. 12 Restrictions, Conditions And Covenants To Run With Land .................... 12 Storage And Parking Of Vehicles .............................................................. 12 Exterior And Visible Interior Improvement .............................................. 12 Prohibitions On Use Of Common Elements .............................................. 12 Nuisances ................................................................................................... 13 Lawful Use ................................................................................................. 13 Access To Units ......................................................................................... 13 Right of Entry into Units in Emergencies .................................................. 13 Right of Entry for Maintenance of General Common Elements ............... 14 Subdivision Or Combination Of Lot.. ........................................................ 14 Pets ............................................................................................................. 14 Antennae .................................................................................................... 14 Sewage System .......................................................................................... 14 Water System ............................................................................................. 14 Utility Facilities ......................................................................................... 14 Model Units ............................................................................................... 15 Fireworks ................................................................................................... 15 Hunting And Firearms ............................................................................... 15 Conflict With Statutes Or Regulations ..................................................... .15

EASEMENTS .................................................................................................. 15 Utilities ....................................................................................................... 15 Other Easements ........................................................................................ 16 Perpetual Non-Exclusive Easements in General Common Elements ........ 16 Perpetual Exclusive Easement to Use Limited Common Elements .......... 16 Easement for Unintentional and Non-Negligent Encroachments .............. 16 Binding Effect ............................................................................................ 16

RIGHTS RESERVED UNTO LENDERS ...................................................... 17 Obligation Of Association To Eligible Mortgagees .................................. 17 Requirements Of Mortgagee ...................................................................... 18

GENERAL PROVISIONS .............................................................................. 18 Enforcement ............................................................................................... 18 Severability ................................................................................................ 18 Term ........................................................................................................... 18 Amendment ................................................................................................ 19 Federal Lending Requirements .................................................................. 19 Amplification ............................................................................................. 19 Reservations Of And Assignments Of Rights By Declarant.. ................... 19

MISCELLANEOUS ........................................................................................ 20

11

DECLARATION OF

BOOK 21 4 6 PAGE 7 6

COVENANTS, CONDITIONS, RESTRICTIONS AND EASEMENTS FOR

THE RICHLAND

THIS DECLARATION of Covenants, Conditions, Restrictions and Easements for The Richland, is made on the date hereinafter set forth by Sky Green Holdings, Inc. (the "Declarant").

WITNESS ETH

WHEREAS, Declarant is the owner of certain property in the County of Greenville, State of South Carolina, which is more particularly described on that certain plat of the Property recorded in Book 41-P , Page 9 an.£1 10 in the Office of the Register of Deeds for Greenville County ("Plat") which is attached hereto as Exhibit "A" and incorporated by reference.

WHEREAS, the Declarant intends to develop the described property, pursuant to this Declaration into a residential condominium community to be known as "The Richland"; and

WHEREAS, the Declarant intends to convey units (the "Units") in the Condominium subject to a uniform system of covenants, conditions, restrictions and easements as hereinafter set forth and referred to as the "Restrictions"; and

WHEREAS, Declarant intends to organize the Richland Horizontal Property Regime Homeowners' Association, Inc., (hereinafter referred to as the "Association"), a not-for-profit corporation with the owners of Units within the Condominium being "Members" of the Association; and with the each Member having an undivided ownership interest in the Association. Said ownership interest shall be determined as specified herein; and

WHEREAS, Declarant intends to convey to the Association certain properties as depicted on the Plat as "Common Areas" for the use and enjoyment of the Members, their guests and invitees, as more specifically stated in that certain Master Deed executed by Declarant on the same day hereof; and

NOW THEREFORE, Declarant hereby declares that all the property in the Condominium shall be held, sold and conveyed subject to the following Restrictions all of which are imposed for the purpose of enhancing, promoting and protecting the value, desirability and attractiveness of both the property shown on the Plat hereunder subsequent to the date hereof. These Restrictions shall run with the title to 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 inure to the benefit of each owner thereof, their respective heirs, successors and assigns, and which all inure to the benefit of the Association.

BOOK 21 4 6 PAGE 7 7

The easements herein described shall remain in effect in perpetuity except when properly terminated as specified herein, by the Association.

For the purposes of extending the privilege of use of the Common Areas, the term "Member" shall include the owner of a Unit, her or his or their immediate family members, their guests and their invitees.

ARTICLE I DEFINITIONS

Section 1.1 "Association" shall mean and refer to The Richland Horizontal Property Regime Homeowners' Association, Inc., a South Carolina nonprofit corporation, its successors and assigns.

Section 1.2 "Board" shall mean and refer to the board of directors of the Association.

Section 1.3 "Common Area" shall mean and refer to (a) all real property shown and designated on the Plat, (b) streets, curbs and gutters which have not been accepted for dedication by a public authority, and (c) such easements reserved in this Declaration and easements shown or noted on the Plat together with all improvements thereto.

Section 1.4 "Condominium" shall mean and refer to The Richland.

Section 1.5 "Declarant" shall mean and refer to Sky Green Holdings, Inc., its successors and assigns.

Section 1.6 "Declaration" shall mean and refer to this Declaration of Covenants, Conditions, Restrictions and Easements for The Richland, as the same may be amended, supplemented, renewed or extended from time to time in the manner herein provided.

Section 1.7 "Eligible Mortgagee" shall mean and refer to a lender holding a Mortgage (as defined below) that has notified the Association pursuant to Section ~land requested all rights available under the Association's governing documents and this Declaration.

Section 1.8 "Master Deed" shall mean and refer to the Master Deed for The Richland, as the same may be amended, supplemented, renewed or extended from time to time in the manner therein provided

Section 1.9 "Member" shall mean and refer to every person or entity who holds Membership with voting rights in the Association.

Section 1.10 "Mortgage" shall mean and refer to any mortgage or deed of trust constituting a first lien on a Unit.

Section 1.11 "Mortgagee" shall mean and refer to the owner and holder of a Mortgage at the time such term is being applied.

2

BOOK 214 6 PAGE 7 8

Section 1.12 "Owner" shall mean and refer to the record owner, whether one or more persons or entities, of a fee simple title to a Unit, including Declarant if it owns a Unit and an Approved Builder if it owns a Unit, but excluding those having such interest merely as security for the performance of an obligation.

Section 1.13 "Plat" shall mean and refer to: (i) the plat of the Property recorded in Plat Book '11- P , Page q Mc:I 10 in the Office of the Register of Deeds for Greenville County; (ii) any revisions, supplements or amendments thereof; and (iii) any subsequent plats of the Property hereafter recorded by Declarant.

Section 1.14 "The Richland" shall. mean and refer to the Condominium, as the same is shown on the Plat, including the Common Area, if any.

Section 1.15 "Property" shall mean and refer to the property shown on the Plat, including the Common Area and Units.

Section 1.16 "Unit" shall mean and refer to a unit of the Condominium.

ARTICLE II PROPERTY RIGHTS

Section 2.1 Owners' Easements Of Enioyment. Every Owner shall have a right and easement of enjoyment in and to the Common Area which shall be appurtenant to and shall pass with the title to every Unit, subject to the following provisions:

(a) the right of the Association to dedicate or transfer all or any part of the Common Area to any public agency, authority or utility for such purposes and subject to such conditions as may be agreed to by the Members. No such dedication or transfer shall be effective unless an instrument agreeing to such dedication or transfer is signed by Owners of 2/3 of the Units and has been recorded;

(b) the right of the Association to impose reasonable regulations for the use and enjoyment -of the Common Area and improvements thereon, which regulations may further restrict the use of the Common Area;

(c) the right of the Association, in accordance with its Articles of Incorporation, to borrow money secured by a mortgage against the Common Area for the purpose of improving the Common Area and facilities thereon. No mortgage of the Common Area shall be effective unless an instrument agreeing to such mortgage of Common Area is signed by Owners of 2/3 of the Units.

(d) the right of the Association to exchange portions of Common Area with the Declarant for substantially equal areas of the properties for the purpose of eliminating unintentional encroachments of improvements onto portions of the Common Area or any other purpose or reason.

3

BOOK 21 Ll 6 PAGE 7 9 (e) the right of the Association to make assessments described herein.

Section 2.2 Leases Of Units. Any lease agreement between an Owner and a lessee for the lease of such Owner's Unit (including the residence thereon) shall provide that the terms of the lease shall be subject in all respects to the provisions of this Declaration, the Master Deed, the Articles of Incorporation and Bylaws of the Association and that any failure by the lessee to comply with the terms of such document shall be a default under the terms of the lease. All leases of Units shall be in writing. Other than the foregoing there is no restriction on the right of any Owner to lease his Unit.

Section 2.3 Declarant's Covenant To Convey Title To Common Area. Declarant hereby covenants for itself, its successors and assigns, that it will convey and assign its rights and responsibilities to certain easements and convey fee simple title to its property designated herein as Common Area to the Association at a time of its choosing after thirteen (13) Units have been sold and dwellings are occupied thereon, but in no event later than January 1, 2010. The Common Area shall be free from any monetary liens but subject to easements of record including any easements established by this Declaration or the Master Deed. The Association shall accept the conveyance of all such Common Area pursuant to this Section. Until such time as the Declarant has assigned and conveyed the Common Area to the Association, it shall be the Declarant's responsibility to maintain the Common Area and improvements thereon. In doing so, the Declarant shall have the right to use the Annual Assessments and any Special Assessments collected from the Members.

ARTICLE III COVENANT FOR MAINTENANCE AND ASSESSMENTS

Section 3.1 Creation Of The Lien And Personal Obligation Of Assessments. Each Owner of any Unit, by acceptance of a deed therefor, whether or not it shall be so expressed in such deed, is deemed to covenant and agree to pay (a) to the Association (or to the Declarant if the Declarant has not transferred the collection duty to the Association): (i) annual assessment or charges ("Annual Assessments"); (ii) special assessments for capital improvements ("Special Assessments"); and (iii) special individual assessments as more particularly described below ("Special Individual Assessments"), such assessments to be established and collected as hereinafter- provided; and (b) to the appropriate governmental taxing authority: (i) a pro rata share of ad valorem taxes levied against the Common Area; and (ii) a pro rata share of assessments for public improvements to or for the benefit of a Common Area, (together with any late penalties therefore) if the Association shall default in the payment of either or both for a period of six (6) months as hereinafter provided. The Annual, Special and Special Individual Assessments, together with interest, costs and reasonable attorney's fees, shall be a charge on the land and shall be a continuing lien upon each Unit against which each assessment is made as of that date such assessment is made and continuing until paid. Each such assessment, together with interest, costs and reasonable attorney's fees, shall also be the personal obligation of the person who was the Owner of such Unit at the time when the assessment fell due. The personal obligation for the delinquent assessments shall not pass to such Owner's successors in title (provided such successors are bona fide third party purchasers for value with no continuing relationship with Owner) unless expressly assumed by them.

4

BOOK 21 4 6 PAGE 8 0

Section 3.2 Purpose Of Assessments.

(a) The assessments levied by the Association (or Declarant) shall be used exclusively to promote the health, safety and welfare of the Owners and in particular for the improvements, management, care, maintenance and repair of facilities devoted to this purpose current or future and related to the use and enjoyment of the Common Area, including but not limited to:

(1) the cost of improvements, repairs, replacements and additions, the cost of labor, equipment, materials, management and supervision, and the payment of taxes assessed against the Common Area;

(2) the maintenance of water and sewer mains, if any, in and upon the Common Area;

(3) the maintenance of open space, streets, street signs, curbs, gutters, sanitary and storm water sewers or plans which have not been accepted for dedication or maintenance by a public authority or private utility company, and parking areas within the Common Area;

( 4) the procurement and maintenance of liability insurance if needed in the discretion of the Association or other insurance in accordance with the Association;

(5) the improvement, maintenance and repair of the easements located on the common area as shown on the Plat;

(6) the maintenance of entrance ways, landscaping and lighting of Common Area, the installation and maintenance of privacy fences, the lighting of parking areas (whether public or private); the payment of Common Area charges for debris removal, garbage collection, municipal water and sewer services;

(7) the employment of attorneys, accountants, professional management companies, surveyors, engineers and other agents to assist or represent the Association wh~n necessary;

(8) the prov1s10n of adequate reserves for the replacement of capital improvements including, without limitation the generality of the foregoing, lighting, fencing, water retention and any other major expense for which the Association is responsible pursuant to the terms of this Declaration.

(b) The Association shall establish and maintain an adequate reserve fund for the periodic maintenance, repair and replacement of improvements to the Common Area and those other portions of the Property which the Association may be expressly obligated to maintain. Such reserve fund is to be established out of the Annual and Special Assessments.

( c) All monies collected by the Association ( or the Declarant on its behalf) shall be treated as the separate property of the Association, and such monies may be applied by the

5

BOOK PAGE

Association to the payment of any expense of operating and managing the Common Area, or to the proper undertaking of all acts and duties imposed upon it by virtue of this Declaration, the Articles ot· Incorporation and the Association. As monies for any assessment are paid to the Association by any Owner, the same may be commingled with monies paid to the Association by the other Owners. Although all funds and common surplus, including other assets of the Association, and any increments thereto or profits derived therefrom shall be held for the benefit of the Members, no Member shall have the right to assign, hypothecate, pledge or in any manner transfer this Membership interest, except as an appurtenance to his Unit. When an Owner shall cease to be a Member by reason of this divestment of ownership of his Unit, by whatever means, the Association shall not be required to account to such Owner for any share of the fund or assessments of the Association, or which may have been paid to the Association by such Owner, as all monies which any Owner has paid to the Association shall be and constitute an asset of the Association which may be used in the operation and management of the Common Area.

Section 3.3 Maximum Annual Assessment. Until December 31, 2005, the maximum Annual Assessment shall be One Hundred Fifty and no/100 ($150.00) Dollars per Unit, and at Declarant's or Board's option, may be collected monthly, quarterly, semi-annually or annually.

(a) The maximum Annual Assessment for the calendar year in1rr1ediately following December 31, 2005 and for each calendar year thereafter shall be established by the Declarant or Board and may be increased by the Declarant or Board without approval by the Membership by an amount not to exceed ten percent (10%) of the maximum Annual Assessment of the previous year.

(b) The maximum Annual Assessment for the calendar year immediately following December 31, 2005 and for each calendar year thereafter may be increased without respect to 4.3(a), and without limit, by a vote of two-thirds (2/3) of the Units represented in person or by proxy, at a meeting duly called for this purpose.

( c) The Declarant shall be exempt from all Annual Assessments; such exemption shall not affect the Declarant' s voting rights.

(d) At the closing of the first sale of each Unit by the Declarant to a purchaser, the pro-rated portion of the Annual Assessment then in effect (commencing with the first day of the month following the date of the conveyance) for the remainder ot· that calendar year shall be collected from the purchaser and paid to the Declarant or the Association, as applicable. Closings on subsequent transfers of the Unit shall not require a prepayment ot· the Annual Assessment to the Declarant or the Association.

Section 3.4 Special"{},~sessments.

(a) In addition to the Annual Assessments authorized above, the Declarant or Association may levy, in any calendar year, a Special Assessment for the purpose of defraying the whole or in part the costs of any construction, reconstruction, repair or replacement of a capital improvement upon the Common Area, including fixtures and personal property related

· thereto, provided that any such assessment shall have the assent of two-thirds (2/3) of the Units represented in person or by proxy at the meeting duly called for this purpose.

6

BOOK 214 6 PAGE 8 2

(b) In addition to the Annual Assessments and the Special Assessments for capital improvements authorized above, the Declarant or Board shall have the power to levy a Special Individual Assessment applicable to any particular Unit Owner: (i) for the purpose of paying the cost of any construction, reconstruction, repair or replacement of any damaged component of the Common Area, including the Public Roads (prior to their acceptance for public maintenance) whether occasioned by an act or omission of such Owner, Member of such Owner's family, or such Owner's agent, guest, employees or invitees and not as a result of ordinary wear and tear; or (ii) for the payment of actual services rendered fines, penalties or other charges imposed against any Owner relative to such Owner's failure to comply with the terms and provisions of this Declaration, the Bylaws or any rules and regulations promulgated by the Association or Declarant pursuant to this Declaration. The due date of any Special Individual Assessment levied pursuant to this Section 4.4(b) shall be fixed in the Declarant's Letter or Board's resolution authorizing such Special Individual Assessment. Upon the establishment of a Special Individual Assessment, the Declarant or Board shall send written notice of the amount and due date of such Special Individual Assessment to the affected Owner(s) at least ten (10) days prior to the date such Special Individual Assessment is due.

(c) The Declarant shall be exempt from all Special Assessments and Special Individual Assessments. Such exemption shall not affect the Declarant's or Approved Builder's voting right.

Section 3.5 Apportionment of Tax or Special Assessment if Levied and Assessed Against the Regime as a Whole. In the event that any taxing authority having jurisdiction over the Regime shall levy or assess any tax or special assessment against the Regime as a whole, as opposed to levying and assessing such tax or special assessment against each Unit and its appurtenant undivided interest in General and Limited Common Elements as now provided by law, then such tax or special assessment so levied shall be paid as a common expense by the Association, and any taxes or special assessments which are to be levied shall be included wherever possible, in the estimated annual budget of Association, or shall be separately levied and collected as an assessment by the Association, against all of the Owners of Units and said Units if not included in said annual budget. The amount of any tax or special assessment paid or to be paid by the Association in the event that such tax or special assessment is levied against the Regime, as a whole, instead of against each separate Unit and its appurtenant undivided interest in General and Limited Common Elements shall be apportioned among the Owners of all Units so that the amount of such tax or special assessment so paid or to be paid by the Association and attributable to and to be paid by the Owner or Owners of each Unit shall be that portion of such total tax or special assessment which bears the same ratio to said total tax or special assessment as the undivided interest in General and Limited Common Elements appurtenant to each Unit bears to the total undivided interest in General and Limited Common Elements appurtenant to all Units. In the event that any tax or special assessment shall be levied against the Regime in its entirety, without apportionment by the taxing authority of the Regime and appurtenant undivided interests in General and Limited Common Elements, then the assessment by the Association, which shall include the proportionate share of such tax or special assessment attributable to each Unit and its appurtenant undivided interest in General and Limited Common Elements, shall separately specify and identify the amount of such assessment attributable to such tax or special assessments and the amount of such tax or special assessment so designated shall be a lien prior

7

BOOK 214 6 PAGE 8 3 to all mortgages and encumbrances upon any Unit and its appurtenant undivided interest in General and Limited Common Elements, regardless of the date of the attachment and/or recording of such mortgage or encumbrance, to the same extent as though such tax or special assessment had been separately levied by the taxing authority upon each Unit and its appurtenant undivided interest in General and Limited Common Elements.

Section 3.6 Notice And Quorum For Any Action Authorized Under Sections 3.3 And 3.4. Written notice of any meeting called for the purpose of taking any action (to the extent that a meeting is required hereby) under Section 3.3 or 3.4(a) shall be sent to all Members not less than thirty (30) days nor more than sixty (60) days in advance of the meeting. At the first such meeting called, the presence of Members or of proxies representing sixty percent (60%) of the Units shall constitute a quorum. If the required quorum is not present, another meeting may be called subject to the same notice, requirement, and the required quorum at the subsequent meeting shall be one-half(½) of the required quorum at the preceding meeting. No such subsequent meeting shall be held more than sixty (60) days following the preceding meeting.

Section 3. 7 Rate Of Assessments. Both Annual and Special Assessments must be fixed at a uniform rate for all Units and may be collected on a monthly, quarterly, semiannual or annual basis as is approved by the Declarant or Board. Special Individual Assessments shall be established, assessed and collected as described in Section 3.4(b ).

Section 3.8 Date And Commencement Of Annual Assessment; Due Dates. The Annual Assessments provided for herein, as to any Unit, shall commence on the first day of the month following the conveyance of such Unit by the Declarant or an Approved Builder to a purchaser of the Unit. The first Annual Assessment shall be adjusted according to the number of months remaining in the calendar year. Until such time as the Declarant elects, at its sole option, to transfer the establishment and collection of Assessments hereunder to the Association, the Declarant shall set and collect all Annual Assessments, Special Assessments and Special Individual Assessments and shall be responsible for maintaining the Common Area and performing other functions set forth in Section 3.2 above.

At least thirty (30) days in advance of each Annual Assessment period, the Declarant or Board shall. fix the amount of the Annual Assessment and promptly thereafter the Declarant or Board shall cause written notice thereof to be sent to every Owner subject thereto. In the event the Declarant or Board shall fail to fix the amount of the Annual Assessments in advance of the Annual Assessment for any given period of becoming due, the Annual Assessment fixed for the immediately preceding year shall continue in effect until a new Annual Assessment amount is fixed. The due dates shall be established by the Declarant or Board. The Declarant or the Association shall, upon demand, and for a reasonable charge, furnish a certificate signed by an officer of the Association setting forth whether the assessments on a specified Unit have been paid. A properly executed certificate of the Declarant or Association as to the status of assessments on a Unit is binding upon the Declarant or Association as of the date of its issuance.

Section 3.9 Effect Of Nonpayment Of Assessments: Remedies Of The Association. Any Annual, Special or Special Individual Assessment not paid within thirty (30) days after its due date shall bear interest from the due date at the rate of ten ( 10%) percent per annum or the

8

BOOK 214 6 PAGE 8 4 highest rate allowed by law whichever is lower. The Declarant or Association may bring an action at law against the Owner personally obligated to pay the same or foreclose the lien created herein against the property in the same manner as prescribed by the laws of the State of South Carolina for the foreclosure of mortgages, and interest, costs and reasonable attorney's fees for representation of the Declarant or Association in such action or foreclosure shall be added to the amount of such assessment. No Owner may waive or otherwise escape liability for the assessment provided for herein by nonuse of the Common Area or abandonment of his Unit nor shall damage to or destruction of any improvements on any Unit by fire or other casualty result in any abatement or diminution of the assessments provided for herein.

Section 3.10 Effect Of Default In Payment Of Ad Valorem Taxes Or Assessments For Public Improvements By Association. Upon default by the Association in the payment to the governmental authority entitled thereto of any ad valorem taxes levied against the Common Area or assessments for public improvements to or for the benefit of the Common Area, which default shall continue for a period of six (6) months, each Owner of a Unit in the Condominium shall become personally obligated to pay to the taxing or assessing governmental authority a portion of such unpaid taxes or assessments (including any late payments penalties) in an amount determined by dividing the total taxes and/or assessments and/or penalties due the governmental authority by the total number of Units in the development. If such sum is not paid by the Owner within thirty (30) days following receipt of notice of the amount due, then such sum shall become a continuing lien on the Unit of the then Owner, his heirs, devisees, personal representatives and assigns, and the taxing or assessing governmental authority may either bring an action at law or may elect to foreclose the lien against the Unit of the Owner.

Section 3.11 Subordination Of The Lien To The Mortgages. The liens provided for herein shall be subordinate to the lien of any Mortgage. Sale or transfer of any Unit shall not affect the assessment lien or liens provided for in this Article. However, the sale or transfer of any Unit which is subject to a Mortgage, pursuant to a foreclosure thereof or any proceeding in lieu of foreclosure thereof, shall extinguish the lien of such assessments as to the payment thereof which became due prior to such sale or transfer. No such sale or transfer shall relieve such Unit from liability for any assessments thereafter becoming due or from the lien thereof, but the liens provided for herein shall continue to be subordinate to the lien of any Mortgage.

Where a First Mortgagee, or other person claiming through such First Mortgage, pursuant to the remedies provided in a mortgage or deed of trust, or by foreclosure or by deed, or assignment, in lieu of foreclosure, obtains title to a Unit, the liability of such First Mortgagee or such other person for assessments shall be only for the assessments, or installments thereof, that would become delinquent, if not paid, after acquisition of title. For purposes hereof, title to a Unit shall be deemed acquired by foreclosure upon expiration of the applicable period of redemption. The lien for assessment shall be subordinate to the lien of the First Mortgagee at all times, and sale or transfer pursuant to a foreclosure of the deed of trust lien of the First Mortgagee will extinguish all assessments as to the First Mortgagee, or its successors and assigns, which have become due prior to the foreclosure date.

Without releasing the transferor from any liability therefore, any unpaid portion of assessments which is not a lien under the paragraph above, or resulting from the exercise of

9

BOOK 2 1 4 6 PAGE 8 5

remedies in a mortgage or deed of trust, or by foreclosure thereof or by deed, or assignment, in lieu of such foreclosure, shall be a Common Expense collectible from all Unit Owners, including the transferee and the First Mortgagee of such other person who acquires ownership by foreclosure or by deed, or assignment, in lieu of foreclosure.

ARTICLE IV RESTRICTIONS, CONDITIONS AND COVENANTS

Section 4.1 Compliance With The Act, Master Deed, Bylaws And Declaration. Each Unit Owner and Occupant shall comply with and the Condominium shall be administered in accordance with all applicable provisions of the Act, the Master Deed, the Bylaws, the Articles of Incorporation of the Association and this Declaration containing the Rules and Regulations promulgated by the Board or the Association, as each may be amended from time to time. Failure to comply shall be grounds for an action by the Association, an aggrieved Unit Owner, or any person adversely affected, for recovery of damages, injunction, or other relief.

Section 4.2 Use Restricted; Use By Declarant.

(a) Except as may be otherwise expressly provided in this Declaration, each Unit shall be used for residential purposes only and shall be occupied by no more than two (2) unrelated persons per bedroom. No trade or business of any kind may be conducted. The leasing or renting of a Unit for residential purposes shall not be considered to be a violation of this Covenant, so long as the lease is in compliance with the provisions of this Declaration, the Bylaws and reasonable Rules and Regulations adopted by the Board.

(b) Except as reserved by Declarant, no advertising signs ( except one "For Rent" or "For Sale' sign per Unit of not more than 1' x 2' placed only inside the Unit), billboards, unsightly objects, or nuisances shall be erected, placed or permitted to remain on the property subject to this Declaration. Any other signs must be reviewed by the Board of Directors. The provisions of this Article shall not apply to notices posted in connection with judicial or foreclosure sales conducted with respect to a Mortgage or to any regulatory hearings.

(c) The foregoing provisions of this Section or any other provision of this Declaration or the Bylaws notwithstanding, Declarant shall have the right to maintain sales offices (sales offices may be located in one or more Units) and models for sales of Units throughout the Condominium. Declarant shall have the right to relocate, from time to time, and to discontinue and reestablish, from time to time, within the Condominium until all of the Units have been conveyed to a Unit Owner other than a Declarant, any one or more of such offices or models. Declarant also shall have the right to change 'the use or combination of uses of such offices or models, provided that such offices or models shall be used only for sales offices or models.

( d) Declarant shall also have an easement to maintain signs on the Common Elements advertising the Condominium until all of the Units have been conveyed to Unit Owners other than Declarant. Declarant shall remove all such signs not later than one ( 1) year after all of the

10

BOOK 21 4 6 PAGE 8 6 Units have been conveyed to Unit Owners other than Declarant and shall repair or pay for the repair of all damage done by removal of such signs.

( e) The foregoing provisions of this Section or any other provision of this Declaration or the Bylaws notwithstanding, the Association may maintain an office in the Condominium for management of the Condominium, which office may be located in one or more.

Section 4.3 Hazardous Use And Waste. Nothing shall be done to or kept in any Unit or the Common Elements that will increase any rate of insurance maintained with respect to the Condominium without the prior written consent of the Board. No Unit Owner or Occupant shall permit anything to be done to or kept in his Unit or the Common Elements that will result in the cancellation of insurance maintained with respect to the Condominium, or that would be in violation of any law, or that will result in the commitment of waste (damage, abuse, or destruction) to or in his Unit or the Common Elements.

Section 4.4 Alterations Of Common Elements. No Unit Owner or Occupant, except Declarant during the Declarant Control Period, shall alter, construct anything upon or remove anything from, the Common Elements, or paint, decorate, landscape or adorn any portion of the Common Elements, without the prior written consent of the Board.

Section 4.5 Limitation Upon Right of Owners to Alter and Modify Units. No Owner of a Unit shall permit any structural modification or alterations to be made therein without first obtaining the written consent of the Association, whose consent may be withheld if a majority of the Board of Directors of said Association determine, in their sole discretion, that such structural modifications or alterations would affect or in any manner endanger the building in part or in its entirety. If the modification or alteration desired by the Owner of any Unit involves the removal of any permanent interior partition, the Association shall have the right to permit such removal so long as the permanent interior partition to be removed is not a load bearing partition, and so long as the removal thereof would in no manner affect or interfere with the provision of utility services constituting General or Limited Common Elements located therein. No Owner shall cause the balcony abutting his Unit to be enclosed, or cause any improvements or changes to be made on the exterior of the building, the balconies, or railings, including painting or other decoration, or the installation of electrical wiring, wire, screening, any railing cover, television antenna, machines or air conditioning units which may protrude through the walls or roof of the building, or in any manner change the appearance of any portion of the building, including balconies and railings not within the walls of such Unit. No storm panels or awnings shall be affixed to any Unit without first obtaining the written consent of the Association.

Section 4.6 Prohibition Of Renting For Transient Or Hotel Purposes. No Unit Owner shall rent his Unit for transient or hotel purposes, which, for the Purposes of this Declaration shall be defined as either a rental for any period less than thirty (30) days or any rental if the lessee of the Unit is provided customary hotel services. Each permitted lease shall be in writing and shall be subject to the Master Deed, the Bylaws, this Declaration and the Rules and Regulations adopted hereunder and any failure of the lessee to Comply with the terms of

11

BOOK 214 6 PAGE 8 7 such documents shall be a default under the lease. Other than the foregoing restrictions, each Unit Owner shall have the full right to lease all or any portion of his Unit.

Section 4.7 Rules And Regulations. In addition to the foregoing restnct10ns, conditions and covenants concerning the use of the Condominium reasonable rules and regulations not in conflict therewith and supplementary thereto may be promulgated and amended from time to time by the Board or the Association, as more fully provided in the Bylaws.

Section 4.8 Restrictions, Conditions And Covenants To Run With Land. Each Unit Owner and Occupant shall be subject to all restrictions, conditions and covenants of this Declaration, and all such restrictions, conditions and Covenants shall be deemed to be covenants running with the land, and shall bind every person having any interest in the Property, and shall inure to the benefit of every Unit Owner.

Section 4.9 Storage And Parking Of Vehicles. No motor vehicle (other than private passenger vehicles including motorcycles and pick-up and small trucks which shall be currently licensed and inspected) including commercial vehicle, truck (other than pick-up and small truck), tractor, mobile home or trailer (either with or without wheels), camper, camper trailer, boat or other water craft, boat trailer, or any other transportation device of any kind, shall be parked or stored in or upon the Common Elements except in any area provided by the Association for such storage and subject to rules, regulations and fees charged by the Association, or parked or stored within any street right-of-way. Each Owner shall be entitled to the use of two (2) parking spaces per Unit which may be designated by the Board. No Unit Owner or Occupant shall repair or restore any vehicle of any in upon the property, except for emergency repairs, and then only to the extent necessary to enable movement thereof to a proper repair facility.

Section 4.10 Exterior And Visible Interior Improvement. (a) No awnings, shades, screens or other item shall be attached to, hung or used on

the exterior of any window or door of a unit or on the exterior of any building without the prior written consent of the Board. All shades, blinds, drapery linings and other window treatments visible from the exterior of a unit on any window or door shall be white or off-white. Outside clotheslines or other outside facilities for drying or airing clothes are specifically prohibited and shall not be erected, placed or maintained on any portion of the of the Condominium, nor shall any clothing, rugs, or any other item be hung on any railing or fence enclosing any balcony, porch, patio or deck.

(b) No unit owner shall install any electrical or telephone wire, television antenna, air conditioning unit, or other machine anywhere on the Condominium in such a fashion that it is visible anywhere outside of a Unit.

Section 4.11 Prohibitions On Use Of Common Elements. Except with the specific written approval of the Board, the Common Elements, including limited Common Elements, shall not be used for temporary or permanent storage or supplies, personal property, trash or refuse of any kind, other than in common trash receptacles placed at the discretion of the Board, nor shall such areas be used in any way for the drying or airing of clothing, rugs or other fabrics.

12

BOOK 214 6 PAGE 8 8

Entrances, sidewalks, yards, driveways, parking areas and stairways shall not be obstructed in any way. No activities shall be carried on nor condition maintained by any Unit Owner, either in his Unit or upon the Common Elements if such activities should despoil, or tend to despoil, the appearance of the Property. No "garage", "attic sales" or "yard sales" shall be permitted outside of a Unit. It is expressly acknowledged and agreed by all parties concerned that this section is for the mutual benefit of all Unit Owners of the Property and is necessary for the protection of the Unit Owners and is enforceable by the Board or by any one or more Unit Owners through the Board.

Section 4.12 Nuisances; Offensive Activities. No nuisances shall be allowed upon the Property and no person shall engage in any use, practice or activity upon the Property which is noxious, offensive or resource of annoyance to Unit Owners or their tenants or which reasonably interferes with the peaceful possession and proper use of the Condominium Property by any Unit Owner and/or tenants. No exterior speakers, horns, whistles, bells or other sound devices except security devices used exclusively for security purposes, shall be located, used or placed on the Property. All parts of the Property shall be kept in a clean and sanitary condition, and no rubbish, refuse or garbage shall be allowed to accumulate and no fire hazard shall be allowed to exist. Any Unit Owner who shall dump or place (or permit his family, tenants, guests or agent to do so) any trash or debris upon any portion of the Property shall be liable to the Association for the actual cost of removal thereof or the sum of $100.00, whichever is greater, and the same shall be added to and become a part of the assessment next coming due to which the Unit Owner of his Unit is subject. No Unit Owner shall permit any use of a Unit or of the Common Elements which will increase the rate of insurance upon the Property. The Association and its Agent shall have the right to remove any item or items left outside a Unit on the Common Elements or hanging from a balcony. The Board shall have the right to restrict outdoor lighting and/or any noise or activity which such Committee may determine to be a nuisance to any other Owner.

No noxious or offensive activities shall be carried on or allowed to exist in the streets of the Condominium or upon any Unit, nor shall anything be done thereon which is or may become an annoyance or nuisance to the Owners of other Units, including, but not limited to, offensive floodlights, bells, telephones, music, noise level of pets, air pollutants or surface water pollutants.

Section 4.13 Lawful Use. No immoral, improper or unlawful use shall be made of the Condominium Property or any part thereof. All valid laws, zoning ordinances and regulations of governmental bodies having jurisdiction thereof shall be observed.

Section 4.14 Access To Units. The Association and its agent shall have access to each Unit from time to time during reasonable working hours, upon oral or written notice to its Unit Owner or occupant of the Unit, as may be necessary for the maintenance, repair or replacement of any of the Common Elements. The Association and its agents shall also have access to each Unit at all times without notice, as may be necessary to make emergency repairs to prevent damage to Common Elements.

Section 4.15 Right of Entry into Units in Emergencies. In case of any emergency originating in or threatening any Unit, regardless of whether the Owner is present at the time of

13

BOOK PAGE

such emergency, the Board of Directors or any other person or firm authorized by it, or the building superintendent or managing agent, shall have the right to enter such Unit for the purpose of remedying or abating the cause of such emergency, and such right of entry shall be immediate .. To facilitate entry in the event of any such emergency, the Owner of each Unit, if required by the Association, shall deposit under the control of the Association a key to such Unit.

Section 4.16 Right, ~f. Entry for Maintenance of General Common Elements. Whenever it is necessary to enter any Unit for the purpose of performing any maintenance, alteration, or repair to any portion of the Common Elements, the Owner of each Unit shall permit other Owners or their representatives, or the duly constituted and authorized agent of the Association, to enter such Unit, provided that such entry shall be made only at reasonable times and with reasonable advance notice.

Section 4.17 Combination Of Unit. One or more Units or parts thereof may be combined with adjacent Units to form a single building Unit when (i) such combination is permitted by all applicable laws and regulations and (ii) such combination is approved, in writing, by the Board. In such event, the building line requirements provided herein and those shown or noted on the Plat shall apply to such Units as combined and side line easements set forth on the Plat shall be moved to follow the new side line so that the easement would run along the newly established side lines.

Section 4.18 Pets. No animals, livestock or poultry of any kind shall be raised, bred or kept on any Unit, except that dogs, cats or other small household pets may be kept provided that they are not kept, bred or maintained for any commercial purposes. Such household pets must not cause unsanitary conditions and must not constitute a nuisance, or unreasonable threat to any Owner, family Member, guest, invitees or others coming into the Condominium, including specifically, mail carriers, yard workers, delivery persons or meter readers. The Owner thereof shall be responsible for properly disposing of animal waste. All Owners of animals shall be responsible for any noise, nuisance, or odor that may be created. All animals must be vaccinated and licensed as required by any state and local ordinances.

Section 4.19 Antennae. With the exception of small satellite television receiving devices smaller than 22 inches in diameter, no radio, television, data or voice transmission or reception towers or antennae shall be erected on any structure or within the Property without the prior written approval of the Board.

Section 4.20 Sewage Systtzµi. Sewage disposal shall be through municipal systems, '

private utility company or individual septic system approved by appropriate State and local • agencies.

Section 4.21 Water Sy~tem. Water shall initially be supplied through a municipal system, private utility company, or such other system as is approved by appropriate state and local agencies as may be available.

Section 4.22 Util•!Y_.Facilities. Declarant reserves the right to approve the necessary construction, installation, relocation and maintenance of utility facilities, including but not

14

BOOK 214 6 PAGE 9 0

limited to water, gas, cable television service, electricity, telephone, and sanitary and storm sewage systems.

Section 4.23 Model Units. Declarant shall have the right to construct and maintain model units on any of the Units. "Model Units" shall be defined as those units used for the purpose of inducing the sale of other units within the Property.

Section 4.24 Fireworks. No fireworks of any kind shall be used or stored in any Unit, or in the Common Area or on any portion of the Property unless prior approval is granted by a majority of the Association's Board and so as not to violate any applicable law.

Section 4.25 Hunting And Firearms. The Richland and all property within The Richland shall be considered a wildlife sanctuary, and the hunting of any animal or bird by any means, including but not limited to gun, rifle, pistol, bow and arrow, crossbow, dart, blowgun or other means, is prohibited. The discharge of any firearm, except in the means of self-defense, is prohibited in The Richland.

Section 4.26 Conflict With Statutes Or Regulations. In the event of any conflict of the provisions hereof with any zoning ordinances or statutes or Condominium laws or regulations, which may be in effect from time to time, and which would require a more stringent or strict standard or use than required or permitted herein, then the terms, conditions and requirements of such more stringent law, statute or regulation shall apply.

ARTICLEV EASEMENTS

Section 5.1 Utilities. Easements for installation, maintenance and removal of utilities (including but not limited to water, electricity, telephone, gas, sewer and cable television service) and drainage facilities are reserved by the Declarant as indicated on the Plat. In addition to the easements which are drawn on the Plat, the Declarant hereby reserves: (i) a ten (10) foot drainage and utilities easement along the front of all Units outside the street right of ways; (ii) a five (5) foot drainage and utilities easement along all side and interior Unit Lines; and (iii) a ten (10) foot drainage and utilities easement along all property lines which are adjacent to Property Owners who are outside the Condominium. Within these easements no structures, planting or other material shall be placed or permitted to remain which may interfere with the installation, maintenance or removal of utilities, or which may change the direction of flow of drainage channels in the drainage easements, or which may obstruct or retard the flow of water through drainage channels in the easements. The reservation of such easements shall include the right to cut trees and shrubs, grade swales or ditches, lay pipes and do such other things as may be reasonably necessary and required to provide necessary drainage. Declarant shall have the right to perform such work, but shall not be required to do so. The easement area of each Unit shall be maintained by the Owner of the Unit, except for those improvements for which the Association, a public authority or utility company is responsible. An easement is hereby established for the benefit of Greenville County (and any other person or firm providing services to the Property under agreement with or at the direction of the Declarant or the Association) over all the Common Area as may be reasonably necessary for the setting, removal and reading of meters,

15

BOOK 214 6 PAGE 91 and the maintenance, replacement and removal of water, sewer and drainage facilities and for the fighting of fires and collection of garbage, if available. The Association shall have the power and authority to grant and establish upon, over and across the Common Area such additional easements as are necessary or desirable for the providing of service or utilities to the Common Area or Units.

Section 5.2 Other Easements. Easements for the installation, maintenance and removal of Condominium signs, landscaping and lighting surrounding same are reserved by Declarant, as indicated on the Plat.

Section 5.3 Perpetual Non-Exclusive Easements in General Common Elements. The General Common Elements shall be, and are hereby declared to be, subject to a perpetual non exclusive easement in favor of all of the Owners of Units in the Regime for their use and the use of their immediate family, guests, and invitees, for all proper and normal purposes, and for the furnishing of services and facilities for which the same are reasonably intended, or the enjoyment of said Owners of Units. The Association shall have the right to establish the rules and regulations pursuant to which the Owner or Owners of any Unit may be entitled to the exclusive use of any parking space or spaces.

The Declarant reserves unto itself and its successors or assigns an easement, including a construction easement, through all General and Limited Common Elements as may be reasonably necessary for the purpose of discharging Declarant's rights or obligations of exercising special Declarant rights reserved in the Master Deed.

As part of the right of Declarant to construct the General and Limited Common Elements of this Regime, Declarant reserves unto itself, and its successors and assigns, easements for ingress and egress over, under and across all Common Elements, Limited and General and such other reasonable right of access to and use of the Common Elements, Limited and General, subject to this Regime as may be necessary for the construction, maintenance and marketing of the Units and the General and Limited Common Elements.

Section 5.4 Perpetual Exclusive Easement to Use Limited Common Elements. Subject to Declarant's rights reserved herein, each Owner shall have the exclusive right to use the Limited Common Elements allocated to such Owner's Unit for his use and the use of his immediate family, guests, and invitees for all proper and normal purposes. Such right to use shall be a perpetual exclusive easement in favor of such Owner.

Section 5.5 Easement for Unintentional and Non-Negligent Encroachments. In the event that any portion of the General and Limited Common Elements now or hereafter encroaches upon any Unit, or vice versa, or in the event that any portion of one Unit now or hereafter encroaches upon another Unit, a valid easement for the encroachment and for the maintenance of the same, so long as it stands, does and shall exist.

Section 5.6 Binding Effect. The easements granted and reserved in this Declaration shall run with the land in perpetuity and be binding upon and inure to the benefit of all persons and entities now owning or subsequently acquiring all or a part of the Property.

16

BOOK 214 6 PAGE 9 2 ARTICLE VI

RIGHTS RESERVED UNTO LENDERS

Section 6.1 Obligation Of Association To Eligible Mortgagees. So long as any Eligible Mortgagee shall hold any first lien upon any Unit, or shall be the Owner of any Unit, such Eligible Mortgagee shall have the following rights:

(a) To inspect the books and records of the Association during normal business hours and to be furnished with at least one ( 1) copy of any annual financial statement and report of the Association.

(b) To be given notice by the Association of:

(i) the scheduling of any meeting of the membership to be held for the purpose of considering any proposed action that requires consent of a specified percentage of Eligible Mortgagees.

(ii) any condemnation or casualty loss affecting the Common Areas or any portion thereof.

(iii) any lapse, cancellation or material modification of any insurance policy or fidelity bond maintained by the Association.

(iv) to be given notice of any delinquency in the payment of any assessment or charge (which delinquency remains uncured for a period of sixty (60) days by any Owner owning a Unit encumbered by a Mortgage held by the Eligible Mortgagee, such notice to be given in writing and to be sent to the principal office of such Eligible Mortgagee, or to the place which it may designate in writing.

(c) Any decision to terminate the Association for reasons other than substantial destruction or condemnation of the Property shall require the prior written consent of Eligible Mortgagees representing at least sixty-seven percent (67%) of the votes allocated to Units subject to Mortgages held by Eligible Mortgagees. Any amendment to the Declaration which changes any of the following shall require the prior written consent of Eligible Mortgagees representing at least fifty-one percent (51 %) of the votes of Units that are subject to Mortgages held by Eligible Mortgagees:

(i) any alienation, release, transfer, hypothecation or other encumbrance of the Common Areas, other than those specific rights vested in the Association under Article II hereof;

(ii) voting rights; (iii) assessments, assessment liens or subordination of such liens; (iv) reserve for maintenance, repair and replacement of Common Area

maintained by the Association; (v) insurance or fidelity bonds;

17

Unit;

BOOK 214 6 PAGE 9 3

(vi) responsibility for maintenance and repairs; (vii) reallocation of interests in the Common Area, or rights to their use; (viii) convertibility of Units into Common Area; (ix) imposition of any restriction on an Owner's right to sell or transfer his

(x) restoration or repair of the Common Area (after damage insured by the hazard insurance or after partial condemnation) in a manner other than that specified in this Declaration or Bylaws;

(xi) any action to terminate the legal status of the Association after substantial destruction or condemnation of the Property occurs; or

(xii) any provisions that expressly benefit the Eligible Mortgagees.

Section 6.2 Requirements Of Mortgagee. Whenever any Mortgagee desires to avail itself of the provisions of this Article, it shall furnish written notice thereof to the Association by CERTIFIED MAIL at the address shown in the Articles of Incorporation identifying the Unit or Units upon which any such Mortgagee holds any first lien or identifying any Unit or Units owned by such Mortgagee and such notice shall designate the place to which notices, reports or information are to be given by the Association to such Mortgagee.

ARTICLE VII GENERAL PROVISIONS

Section 7.1 Enforcement. The Declarant, the Association, or any Owner, shall have the right to enforce, by any proceeding at law or in equity, all restrictions, conditions, covenants, reservations, liens and charges now or hereafter imposed by the provisions of this Declaration, the Master Deed, the Articles of Incorporation or Bylaws of the Association. In the event that the Declarant, any Owner, or the Association resorts to litigation to remedy a violation of this Declaration and the Master Deed, such Owner, Declarant, or the Association, as applicable, shall be entitled to recover court costs, attorneys' fees and expenses incurred in connection therewith, which costs, fees and expenses may be levied as a Special Individual Assessment against the offending Owner's Unit. Failure by the Declarant, Association or by any Owner to enforce any covenant or restriction herein contained shall in no event be deemed a waiver of the right to do so thereafter. The Association shall have the right to request that law enforcement, public safety and animal control officers come on the Property to facilitate the enforcement of the laws, codes and ordinances of any governmental authority.

Section 7 .2 Severability. Invalidation of any one of the covenants or restrictions set forth in this Declaration by judgment or court order shall not affect any other provision which shall remain in full force and effect.

Section 7.3 Term. The covenants, conditions, restnctlons and easements of this Declaration shall run with and bind the land until December 31, 2025 and shall be recorded in Greenville County, after which time they shall be automatically extended for successive periods of ten ( 10) years unless during the last year of such initial or then current renewal term the Owners of not less than seventy five percent (7 5 % ) of the Units agree in writing to terminate this

18

BOOK 214 6 PAGE 9 4

Declaration at the end of such term. In such event, a written instrument setting forth such decision shall be recorded in the real estate records of Greenville County.

Section 7.4 Amendment. (a) The Declarant reserves and shall have the right to amend this Declaration for the

purpose of resolving any ambiguity in or any inconsistency between the provisions contained herein, and to make any additional covenants, restrictions, and easements applicable to the Property which do not substantially alter or change the standards of the covenants, conditions, restrictions and easements set forth herein.

(b) Subject to the additional requirements of Section 9.l(c) (if applicable) this Declaration may be amended by an instrument signed by Owners of not less than seventy-five percent (75%) of the Units in The Richland. Any amendment must be properly recorded. As long as the Declarant owns any Unit in the Condominium, no amendment shall be effective without the written consent of the Declarant, which consent shall be properly recorded in order to be effective.

Section 7.5 Federal Lending Requirements. Notwithstanding Section 10.4. above, Declarant may (at Declarant's option) amend and modify this Declaration without obtaining the consent or approval of the Owners if such amendment or modification is necessary to cause this Declaration to comply with the requirements of the Federal Housing Administration, and the Veterans Administration, Fannie Mae or other similar agency.

Any such amendment must be with the consent and approval of such agency and must be properly recorded.

Section 7.6 Amplification. The provisions of this Declaration are amplified by the Articles of Incorporation and the Association, but no such amplification shall alter or amend any of the rights or obligations of the Owners set forth in this Declaration. Declarant intends that the provisions of this Declaration on the one hand, and the Articles of Incorporation, be interpreted, construed, and applied to avoid inconsistencies or conflicting results. If such conflict necessarily results, however, Declarant intends that the provisions of this Declaration control anything in the Articles of Incorporation to the contrary, to the extent permitted by law.

Section 7.7 Reservations Of And Assignments Of Rights By Declarant. All rights, powers, easements, and responsibilities reserved unto or to be performed by the Declarant herein remain exclusively with the Declarant, its successors and assigns, provided, however, Declarant may assign and/or delegate all or any part of such rights, powers, easements, and responsibilities to the Association or other persons or entities. While the Association is being organized by the Declarant and Units are being sold for construction of dwellings, Declarant may, at its sole option, reserve for itself and exercise all or any of the responsibilities and duties of the Association.

19

BOOK 21 4 6 PAGE 9 5 ARTICLE VIII

MISCELLANEOUS

In the event an improvement, dwelling or structure is damaged or destroyed, including accidental damage or destruction; and, the Member owning the same does not begin repair or reconstruction within thirty (30) days following the damage or destruction, the Member shall remove or cause to be removed, at its expense, any damaged improvement, dwelling, structure and all debris from the Unit, so that it shall be placed in a neat, clean and safe condition; and if the Member fails to do so within 30 days, the Association may cause the debris to be removed. All costs and expenses of removal incurred relating to such by the Association shall be immediately reimbursed by the Unit owner(s) to Association. In the event such reimbursement does not occur within thirty (30) days, following demand from the Association, the outstanding sum shall be deemed to be assessment and process pursuant to the provisions set forth in Section IV herein.

Any improvement, dwelling or structure which has been damaged or destroyed, in whole or in part, and is subsequently restored or reconstructed, shall be subject to the provisions of this Declaration, the Master Deed and the Bylaws of the Association.

All members shall, prior to entering into a contract to sell a Unit or House, shall supply the potential purchaser with a copy of this Declaration for the purposes of making the potential purchaser knowledgeable of this Declaration and the Restrictions contained herein.

IN WITNESS WHEREOF, the undersigned, has caused these presents to be executed in its corporate name by its officers thereunto duly authorized and its corporate seal properly attested to be hereto affixed on this the~ day N\.a,'1 , 2005.

Executed and declared in the presence of:

DECLARANT

::,Y:l:O~C Ron Cobb

Its: President

ATIES~ /1 // By:~~ Its: Secretary

20

(SEAL)

(SEAL)

STATE OF SOUTH CAROLINA

COUNTY OF GREENVILLE

) ) )

BOOK 21 4 6 PAGE 9 6

PROBATE

PERSONALLY APPEARED before me == \ah\e3 ,A ~ta.r II[ who, first being duly sworn deposes and says that (s)he saw the within named Ron Cobb, as duly authorized representative of Sky Green Holdings, Inc., as its act and deed sign, seal and deliver the within Declaration of Covenants, Conditions, Restriction§,L<!f!d Easements For The Richland

t,-1i-ll<\ u-m,:/1' wim~'l.$ Swos.u,,,"""'1 .... 1:,o,,.._,

and 1',/., 1:-1' ~1'-i "l,J( , attest the same and that (s)he ~ ){ )( ,r )c X: )( )( ;)( witnessed the execut10n t ereof.

· No y Public for South Carohna My Commission Expires: 8 / 1;) \ Q.O \ '-J

21

Exhibit A Plat

BOOK 214 6 PAGE

See copies of Plat Book 47-P at Pages 9 and 10 attached hereto and incorporated herein by reference.

22

97

:ol · Ill ..

~·•:-···•-·,-••---­. __ -_-- ;- _-i~lJ!\ ~-~-... _.,.,.,,.. ,, .. -~'-l.:";>'.'~~ ....

FILED FOR RECORD IN GREENVILLE COUNTY SC R.O.D. OFFICE AT 04:17 PM 05 23 05 RECORDED IN DEED BOOK 2146 PAGE 0005 THAU 0099 DOC# 2005045284 -Z::°4~

~..-::- i:·-.. ~-~--. - ... ·. ~ - ... - ' ---