WQ0041624_Owner (Name Change)_20230811

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State of North Carolina
DWR Department of Environmental Quality
Division of Water Resources
SEWER SYSTEM PERMIT OWNERSHIP/NAME CHANGE
Division of Water Resources INSTRUCTIONS FOR FORM: PNOCF 01-16
This form is for ownership changes or name changes of a sewer system permit. Please note that"Permittee"references the
existing permit holder,and that"Applicant"references the entity applying for the ownership/name change.
Sewer permits start with a WQ or WQCS and contain the terms sewer extension or collection system in the subject field. This
form should not be used for permits with NC,NCG,SW or other types of non-sewer permits beginning with WQ.
For more information, visit the Division's Water Quality Permitting's website:
A. Sewer System Permit Ownership/Name Change(FORM: PNOCF 01-16)Application(All Applications):
O Submit an original completed and appropriately executed application(PNOCF 01-16).
O The Existing Permittee's Certification shall be signed in accordance with 15A NCAC 02T .0106(b). Per 15A NCAC 02T
.0106(c), an alternate person may be designated as the signing official if a delegation letter is provided from a person who
meets the criteria in I5A NCAC 02T.0106(b).
❑ The Applicant's Certification shall be signed in accordance with 15A NCAC 02T.0106(b). Per 15A NCAC 02T.0106(c),an
alternate person may be designated as the signing official if a delegation letter is provided frotthe criteria
in 15A NCAC 02T.0106(b).
B. Existing Permit(All Applications): AUG 11 2023
® Submit a copy of the most recently issued permit and certification.
C. Property Ownership Documentation(All Applications):
6di+if��lR/NP�ES
➢ The Applicant shall demonstrate they are the owner of all property containing the sewe
El Legal documentation of ownership(i.e.,GIS,deed,article of incorporation,or contract),or
❑ Written notarized intent to purchase agreement signed by both parties with a plat or survey map,or
❑ Approved board minutes
D. Certificate of Public Convenience and Necessity(All Applications where the Applicant is a Privately-Owned Public Utility):
❑ Per 15A NCAC 02T .0115(ax1), provide one copy of the Certificate of Public Convenience and Necessity from the North
Carolina Utilities Commission demonstrating the Applicant is authorized to hold the utility franchise for the area to be served
by the non-discharge system.
E. Operational Agreements(Applications where the Applicant is a Home/Property Owners'Association or Developer of lots to be
sold):
➢ Home/Property Owners'Associations
® Per 15A NCAC 02T.0115(c),submit an original properly executed Operational Agreement(FORM: HOA).
0 Per 15A NCAC 02T .0115(c),submit an original proposed or approved Articles of Incorporation,Declarations and By-
laws that contain the language required by the Operational Agreement.
➢ Developers of lots to be sold
❑ Per 15A NCAC 02T.0115(b),submit an original of the properly executed Operational Agreement(FORM: DEV).
F. Package Submitted in Duplicate
O Submit a copy of all required documents in Instructions A-E as required
THE COMPLETED APPLICATION AND SUPPORTING DOCUMENTATION SHALL BE SUBMITTED IN DUPLICATE
TO:
NCDEQ-DWR
Water Quality Permitting Section
PERCS Unit
By U.S.Postal Service: By Courier/Special Delivery:
1617 MAIL SERVICE CENTER 512 N.SALISBURY ST.
RALEIGH,NORTH CAROLINA 27699-1636 SUITE 925
RALEIGH,NORTH CAROLINA 27604
TELEPHONE NUMBER: [phone]
INSTRUCTIONS FOR APPLICATION PNOCF 01-16 Page 1 of 1

State of North Carolina
DWR Department of Environmental Quality
Division of Water Resources
SEWER SYSTEM PERMIT OWNERSHIP/NAME CHANGE
Division of Water Resources INSTRUCTIONS FOR FORM: PNOCF 01-16
I. EXISTING PERMITTEE INFORMATION:
1. Permittee's name:4928 Old Pineville Road,LLC
2. Signature authority's name:Michael J Bender per 15A NCAC 02T.0106(b)
3. Signature authority's title:Manager
4. Permittee's mailing address:2005 Lombardy Circle
City:Charlotte State:NC Zip:28203-6059
5. Permittee's contact information: Phone number:[phone] Fax Number( )_-
Email Address:[e-mail]
II. APPLICANT INFORMATION:
1. Applicant's name:Townes at LoSo Owners Association,Inc.
2. Signature authority's name:Elizabeth Hagadorn per 15A NCAC 02T.0106(b)
3. Signature authority's title:Community Manaager
4. Applicant's mailing address: P.O.Box 3340
City:Fort Mill State: SC Zip:29716-
5. Applicant's contact information: Phone number:[phone] Fax Number(803)802-0005
Email Address: [e-mail]
6. Representative's name: Elizabeth Hagadorn
7. Representative's title: Community Manager
8. Representative's contact information Phone number:[phone] Fax Number(803)802-0005
Email Address: liz c(�kuester.com
III. PERMIT INFORMATION:
1. Existing permit number:W00041624 and most recent issuance date:4/15/2020
2. Reason for the permit application:Change of Ownership If other, attach detailed explanation
3. Has the facility been constructed? ®Yes or❑No
4. Has the facility been certified per 15A NCAC 02T.0116? ®Yes or❑No
FORM:PNOCF 01-16 Page 1 of2

IV. CERTIFICATIONS:
Existing Permittee's Certification per 15A NCAC 02T.0106(b):
I,Michael Bender,Manager attest that this application
(Signature Authority's name&title from Application Item I.2&3)
has been reviewed by me and is accurate and complete to the best of my knowledge. I understand that prior to reissuance of the permit
into the Applicant's name, I will continue to be responsible for compliance with the current permit and any discharge of wastewater
from this system to surface waters or the land may result in an enforcement action that may include civil penalties, injunctive relief,
and/or criminal prosecution. I will also make no claim against the Division of Water Resources should a condition of the existing permit
be violated. I also understand that if all required parts of this application are note completed and that if all required supporting
information and attachments are not included,this application will be returned to me as incomplete.
NOTE — In accordance with General Statutes 143-215.6A and 143-215.6B, any person who knowingly makes any false statement,
representation,or certi�fication in any application package shall be guilty of a Class 2 misdemeanor, which may include a fine not to
exceed$10,000 as`w 11
as civil penalties up to$25 0 per violation.
Signature: Date: 6//v/22
Applicant's Certification per 15A NCAC 02T.0106(b):
1,Elizabeth Hagadorn,Community Manager attest that this application
(Signature Authority's name&title from Application Item II.2&3.)
has been reviewed by me and is accurate and complete to the best of my knowledge. I understand that after issuance of the permit into
the Applicant's name, I will be responsible for compliance with the issued permit and any discharge of wastewater from this non-
discharge system to surface waters or the land may result in an enforcement action that may include civil penalties, injunctive relief,
and/or criminal prosecution. I will make no claim against the Division of Water Resources should a condition of this permit be violated.
I also understand that if all required parts of this application package are not completed and that if all required supporting information
and attachments are not included,this application package will be returned to me as incomplete.
NOTE — In accordance with General Statutes 143-215.6A and 143-215.6B, any person who knowingly makes any false statement,
representation, or certification in any application package shall be guilty of a Class 2 misdemeanor, which may include a fine not to
exceed$10,000 as well as civil penalties up to$25,000 per violation.
Signature: C'a3C1462 L 7/4 24- Date: 07/26/2023
FORM: PNOCF 01-16 Page 2 of 2
1

FAST TRACK SEWER ENGINEERING CERTIFICATION
PERMITTEE: 4928 Old Pineville Road, LLC
PERMIT#: WQ0041624
PROJECT: Old Pineville Town homes
ISSUE DATE: April 15, 2020
This project shall not be considered complete nor allowed to operate in accordance with Condition 7 of
this permit until the Division has received this Certification and all required supporting documentation.
It should be submitted in a manner that documents the Division's receipt. Send the required
documentation the Regional Supervisor,Water Quality Regional Operations Section at the address at
the bottom.
Any wastewater flow made tributary to the wastewater collection system extension prior to completion
of this Certification shall be considered a violation of the permit and shall subject the Permittee to
appropriate enforcement actions. The Permittee is responsible for tracking all partial certifications up
until a final certification is received. A Final Certification shall be a complete set of record drawings and
design calculations regardless of whether partials have been submitted.
PERMITTEE'S CERTIFICATION
I, the undersigned agent for the Permittee, hereby state that this project has been constructed pursuant
to the applicable standards & requirements, the Professional Engineer below has provided applicable
design/construction information to the Permittee, and the Permittee is prepared to operate & maintain
the wastewater collection system permitted herein or rtions thereof.
ye,\ \3 ��, ',\C\ I Z l
Printed Name,Title ignature ate
ENGINEER'S CERTIFICATION
I BRIAN MILLER , as a dul registered Professional Engineer in the State of North Carolina,
having been authorized to observe ((periodically, n weekly, I I full time) the construction of the
project name and location as referenced above for the above Permittee hereby state that, to the best of
my abilities, due care and diligence was used in the observation of the following construction:
112 linear feet of 6-inch gravity sewer and 1,225 linear feet of 8-inch gravity sewer; such that the
construction was observed to be built within substantial compliance of this permit; 15A NCAC 02T; the
Division of Water Resources' (Division) Gravity Sewer Minimum Design Criteria adopted February 12,
1996,as applicable;the Division's Minimum Design Criteria for the Fast-Track Permitting of Pump Stations
and Force Mains adopted June 1, 2000, as applicable; and other supporting materials.
North Carolina Professional Engineer's Seal w/signature&date:
V Final I I Partial (include description)
04560,9t
Certification Comments/Qualifiers(attach if necessary): c.^ • ..0 ,,
•
NC DWR—Water Quality Regional Operations Section 610 East Center Avenue,Suite 301, Mooresville,NC 28115
Mooresville Regional Office Phone: [phone] FAX:[phone]

CERTIFICATION CHECKLIST
To be completed by the certifying engineer prior to operation of the permitted sewers, per 15A NCAC 02T.0116.
gECEIVED/NCDEO/I)WI-s
BRIAN MILLER (BOHLER)
Certifying Engineer:
4/9/2021 I'a)'R I l
Certification Review Date:
Project Name: OLD PINEVILLE TOWNHOMES MOORESVIt F RF(ONAL OFFICE
41624 MECKLENBURG
WQ00 Project County:
1) Has permittee information changed since the permit was issued (or�last modified):change of mailing address,
change of ownership,transfer from developer to HOA/POA,etc. Nil Yes n No
• If yes, please provide either a change of ownership form or new contact information. Note that transfer of
permits from the developer to the HOA/POA must occur with the first certification.
2) Have the as-built drawings have been signed,sealed,and dated by an N.C. PE? N\/1 Yes (J No
3) Final Engineering certification? 1 V4 Yes n No
• If Partial Engineering certification, provide detailed narrative including what is being certified in the current
phase,what was previously certified(if applicable),and what is left to be certified.
4) Adequate information related to sewer lines: [V Yes I I No N/A
• Three feet minimum cover has been provided for all sewers unless ferrous pipe was installed.
• Minimum diameters for gravity sewers are 8-inches for public lines and 6-inches for private lines.
• Manholes have been installed:At the end of each line,at all changes in grade,size, or alignment, at all
intersections, and at distances not greater than 425 feet; minimum diameter shall be 4 feet (48-inches).
5) Adequate information related to pump stations: I I Yes n No M(N/A
• Ensure power reliability option was selected per 15A NCAC 02T.0305(h).
6) Was project construction completed in accordance with all of the following: V' Yes ❑ No I I N/A
• 15A NCAC 02T,Minimum Design Criteria (MDC)for the permitting of Gravity Sewers(latest version), and MDC
for the Permitting of Pump Stations and Force Mains (latest version)?
If not,a variance approval is required in accordance with 15A NCAC 02T.0105(b), prior to certification and operation.
• Contact the Central Office to discuss the variance to determine a course of action.
• Applicant must submit two copies of the variance request form, plans,specifications,calculations, and any other
pertinent information to the Central Office (one hard copy,one digital copy).
• The central office will review the variance request, and if approvable, specific language regarding the variance
will be incorporated into the permit, either via a special condition or a supplementary letter.A copy of the
reissued permit with variance language or the variance letter must be maintained with the original documents.
7) Does the project contain high priority lines(15A NCAC 02T.0402(2))? Yes V' No
• If yes,ensure that the permit already contains the necessary condition related to high priority lines 1SA NCAC
02T.0403 (a)(5). If the permit does not include this language,the Fast Track reviewer will reissue the permit with
the appropriate language.
8) Are Permit modifications required for any changes resulting in non-compliance with this permit(including but not
limited to pipe length changes of 10%or greater,change in flow,pump st tion design capacity design change of 5%or
greater,and/or change in the number/type of connections)? Ti Yes (V No
• If yes, a permit modification request must be submitted to the appropriate Regional Office,and a modified
permit with revised certification must be issued prior to certification and operation.
NC DWR—Water Quality Regional Operations Section 610 East Center Avenue,Suite 301, Mooresville, NC 28115
Mooresville Regional Office Phone: [phone] FAX:[phone]

B36729 - P 188
For Registration
Fredrick Smith
Register of Deeds
Mecklenburg County, NC
Electronically Recorded
2021 Nov 04 02:40 PM RE Excise Tax: $ 0.00
Book: 36729 Page: 188 - 191 Fee: $ 26.00
Instrument Number: 2021211299jk
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Excise Tax(Exempt under NCGS 105-228.29(6)) Recording Time,Book and Page
Tax Lot No. 16907574 Parcel Identifier No.
Verified by County on the day of ,2021
by
Mail after recording to Grantee
This instrument was prepared by Kenneth J.Abner,Esq..Bishop,Dulaney,Joyner&Abner,P.A.
Brief Description for the index Common Areas(including Private Drives)MB 69,Page 232
NORTH CAROLINA SPECIAL WARRANTY DEED
THIS DEED made this 4u1 day of November,2021,by and between
GRANTOR GRANTEE
4928 OLD PINEVILLE ROAD LLC, TOWNES AT OLD PINEVILLE OWNERS
a North Carolina limited liability company ASSOCIATION,INC., a North Carolina nonprofit
corporation
205 Lombardy Circle 205 Lombardy Circle
Charlotte,North Carolina 28203 Charlotte,NC 28203
Enter in appropriate block for each party:name, address,and, if appropriate,character of entity,e.g.,corporation or partnership.
The designation Grantor and Grantee as used herein shall include said parties, their heirs, successors, and assigns, and shall
include singular,plural,masculine,feminine or neuter as required by context.
WITNESSETH,that the Grantor,for a valuable consideration paid by the Grantee,the receipt of which is hereby acknowledged,
has and by these presents does grant,bargain,sell and convey unto the Grantee in fee simple,all of the Grantor's interest in that
certain lot or parcel of land situated in the City of Charlotte, Mecklenburg County, North Carolina and more particularly
described as follows:
See Exhibit A attached hereto and incorporated herein by reference.
The property hereinabove described was acquired by Grantor by instruments recorded in Book 34229,Page 810, Book 34229,
Page 814,Book 34229,Page 818 and Book 34229,Page 823.
A map showing the above described property is recorded in Map Book 69,Page 232.
Submitted electronically by "Bishop Dulaney Joyner & Abner, P.A."
in compliance with North Carolina statutes governing recordable documents
and the terms of the submitter agreement with the Mecklenburg County Register of Deeds.

B36729 - P 189
TO HAVE AND TO HOLD the aforesaid lot or parcel of land and all privileges and appurtenances thereto belonging to the
Grantee in fee simple.
And the Grantor covenants with the Grantee,that Grantor has done nothing to impair such title as Grantor received,and Grantor
will warrant and defend the title against the lawful claims of all persons claiming by, under or through Grantor, except for the
exceptions hereinafter stated.
Title to the property hereinabove described is subject to the following exceptions:
1. Ad valorem real property taxes for the current year and subsequent years.
2. Any and all valid and enforceable covenants, conditions, restrictions, easements and rights-of-way of record(except
that Grantor warrants that the property is not subject to any financial lien or encumbrance) including, without
limitation, that certain Declaration of Covenants, Conditions and Restrictions for Townes at Old Pineville recorded
in Book 35631 at Page 281 (the"Declaration").
3. Any matters that would he disclosed by a current survey of the property.
4. Zoning ordinances and other land use regulations affecting the property.
[signature page follows]

B36729 - P 190
IN WITNESS WHEREOF,the undersigned has hereunto set his hand and seal as of the day and year first above
written.
4928 OLD PINEVILLE ROAD LLC
By: B&B RE VENTURES,LLC,its Manager
By:
Mich . ender,Manager
STATE OF NORTH CAROLINA
COUNTY OF plec.JcLcNavel,
I certify that the following person(s) personally appeared before me this day, each acknowledging to me
that he or she voluntarily signed the foregoing document for the purpose stated therein and in the
capacity indicated: Michael J. Bender
Date: OGI-obe 2,61201l
Official Sig! ure of Notary
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Notary's printed or typed name,Notary Public
(Official Seal)
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B36729 - P 191
Exhibit A
Legal Description
Lying and being situate in Mecklenburg County,NC,and being more particularly described as follows:
Being all of that certain real property identified as "COS", "Common Open Space", "Private Street"
(including, without limitation, Anston Drive (private street), Todwick Place (private street), Bircham
Drive (private street) and Thorndale Lane (private street)), as shown on a plat entitled "Townes at Old
Pineville" recorded in Map Book 69 at Page 232 in the Office of the Register of Deeds of Mecklenburg
County,NC.

For Registration
Fredrick Smith
Register of Deeds
Mecklenburg County, NC
Electronically Recorded
2020 Dec 29 03:24 PM RE Excise Tax: $ 0.00
Book: 35490 Page: 200 - 204 Fee: $ 26.00
Instrument Number: 20220221258
litszLiL Irak
Above Space Reserved for Recording
After recording,return to: 16907608 and 16907607
TAX CODE NOS.:
SITE ADDRESSES: 6439 Scholtz Road
Post-Construction Stormwater Best Management Practices
Operations and Maintenance Agreement and Easement Agreement
This Post-Construction Stormwater Best Management Practices Operations and Maintenance
Agreement and Easement Agreement(the`Agreement")is entered into and agreed upon as of
1)e te,air<� 202,tthe"Effective Date") by and between 4928'Old Pineville Road, LLC(the"Property
Owner"), and the CITY OF CHARLOTTE, a municipal corporation organized under the laws of
the State of North Carolina(the"City").
The term"Property Owner"as used herein means the owner(s)of the Property(as hereinafter
defined),together with their successors and assigns who take or succeed to ownership of the Property
(or any portion thereof).
WHEREAS, the Property Owner is the current owner of certain real property more
particularly described by deed recorded with the Register of Deeds of Mecklenburg
County, North Carolina in Deed Book 34229 at Page 823 ,having tax
parcel ID# 16907607 and P§nd located at649 Scholtz Road, Charlotte, NC 28217 (hereinafter
referred to as "the Property"); and
submitted electronically by "Bishop Dulaney ]oyner & Abner, P.A."
in compliance with North Carolina statutes governing recordable documents
and the terms of the submitter agreement with the Mecklenburg County Register of Deeds.

WHEREAS,the City of Charlotte("the City")and the Property Owner, its administrators,
executors,successors,heirs,or assigns, (the"Parties"), agree that the health, safety and welfare
of the citizens of the City require that the Best Management Practices facility or facilities
(collectively, the`BMP Facilities")shown on the approved development plans and
specifications for the Property must be constructed and maintained for the Property, and,
WHEREAS,the City of Charlotte Post-Construction Stormwater Ordinance(Sections 18-101
CityCode of Ordinances, hereinafter called the"PCSO")requires that
et seq. of the Charlotte q
the stormwater BMP Facilities shown on the approved development plans and specifications be
constructed and maintained by the Property Owner; and.
WHEREAS, pursuant to the provisions of the PCSO, the City requires that Property Owner execute
and record this Agreement and convey the easements and rights described herein as a condition to the
City issuing Certificates of Occupancy for Property Owner's development on the Property;
NOW,THEREFORE, in consideration of the foregoing promises,the mutual covenants
contained herein,and the following terms and conditions,the Parties hereto agree as follows:
1. The BMP Facilities shall be constructed by the Property Owner in accordance with the
PCSO and the approved development plans and specifications for the Property.
2. The Property Owner shall maintain the BMP Facilities in good working condition
acceptable to the City and in accordance with the Operations and Maintenance Tasks and
Schedules found in the PCSO Administrative Manual ("the Administrative Manual").
3. The Property Owner hereby gives, grants, and conveys to the City a post-construction
control maintenance easement("PCCE")as shown on the attached Exhibit or in Map
Book: 68 and Page: 151 which will allow the City to inspect,monitor,maintain,
repair or reconstruct the BMP Facilities. This PCCE shall include twenty(20)foot wide
access that will connect the BMP Facilities to a public right-of-way,which will allow the
City the access it requires to inspect,monitor,maintain,repair or reconstruct the BMP
Facilities.
4. The Property Owner hereby grants permission to the City, its authorized agents and
employees,to enter upon the Property and to inspect the BMP Facilities whenever the City
deems it necessary. Whenever possible,the City shall provide notice to the Property Owner
prior to entry. The right of entry in no way confers an obligation on the City to assume
responsibility for the BMP Facilities.
5. In the event the Property Owner fails to maintain the BMP Facilities as described in the
PCSO and the Administrative Manual or approved development plans and specifications
for the Property,the City,after reasonable notice to the Property Owner,may assess fines
and enter the Property and take whatever steps the City deems necessary to return the BMP
Facilities to good working condition acceptable to the City. It is expressly understood and
agreed by the Parties that the City is under no obligation to construct,maintain or repair
the BMP Facilities and in no event shall this Agreement be construed to impose any such

obligation on the City.
6. The Property Owner shall be fully responsible for having the BMP Facilities inspected
annually by a qualified inspector,as determined by the Storm Water Administrator, and
shall provide to the City,at no additional costs to the City,an Annual Maintenance and
Inspection Report as provided in the Administrative Manual (see Appendix D). The
Property Owner's failure to provide to the City said Annual Maintenance and Inspection
Report within the appropriate time as defined in the Administrative Manual may result in
fines to the Property Owner. The Storm Water Administrator at his/her discretion may
make annual inspections of the BMP Facilities to insure that the required maintenance has
been conducted appropriately and the performance of the BMP Facilities is in compliance
with the PCSO.
7. In the event the City,pursuant to the Agreement, performs work of any nature to the BMP
Facilities,or expends any funds in the performance of said work for labor,use of equipment,
supplies, materials, and the like,the Property Owner shall reimburse the City,or shall forfeit
any required bond upon demand,within thirty(30)days of receipt from the City of a list for
all the costs incurred by the City hereunder. If the Property Owner has not reimbursed the
City within the above mentioned time period,the City shall secure a lien against the
Property in the amount of said costs. The actions described in this paragraph are in addition
to and not in lieu of any and all legal remedies available to the City as a result of the
Property Owner's failure to maintain the BMP Facilities.
8. It is the intent of the Parties to insure the proper maintenance of the BMP Facilities by the
Property Owner;provided,however,that this Agreement shall not be deemed to create or
affect any additional liability of any party for damage alleged to result from or caused by
storm water runoff in addition to any such liability otherwise existing under applicable law.
9. Sediment accumulation and other waste materials resulting from the normal operation of
the BMP Facilities shall be removed by the Property Owner. The Property Owner will
make arrangements at the Property Owner's expense for the removal and off-site disposal
of all accumulated sediments and other waste materials.
10. In the event a Property Owner sells or transfers the Property,the transferring Property
Owner shall provide to the City, a Declaration of Transfer of Inspection/Maintenance
Responsibilities of Stormwater BMP Facilities as provided in the PCSO Administrative
Manual (see Appendix"0")signed by the transferring Property Owner and the transferee
and witnessed by a public notary to document that all maintenance responsibilities have
been transferred and communicated to such transferee. Upon such transfer or conveyance of
the Property by the transferring Property Owner, all obligations of the transferring property
Owner hereunder shall automatically be transferred and assigned to, and assumed by
transferee and such transferee shall be and become the"Property Owner"under this
Agreement.
11. The Property Owner hereby agrees to indemnify and hold harmless the City and its
authorized agents and employees for any and all damages, accidents, casualties, occurrences

or claims that might arise or be asserted against the City from the construction,operation,
repair,presence,existence or maintenance of the BMP Facility or BMP Facilities. In the
event a claim is asserted against the City, its authorized agents or employees,the City shall
promptly notify the Property Owner and the Property Owner shall defend the City, its
authorized agents or employees at the Property Owner's own expense against any such
claim. If any judgment or claims against the City, its authorized agents or employees shall
be allowed,the Property Owner shall pay for all costs and expenses,including attorneys'
fees, in connection therewith.
12.This Agreement shall be recorded by the Property Owner among the deed records of the
Mecklenburg County Register of Deeds and shall constitute a covenant running with the
land and shall be binding on the Property Owner The City may choose to withhold the
release of any certificates of occupancy for the Property until such time that this Agreement
has been recorded by the Property Owner with the Register of Deeds in Mecklenburg
County
13. This Agreement may be enforced by proceedings at law or in equity by or against the Parties
hereto and their respective successors in interest.
14. Invalidation of any one of the paragraphs of this Agreement shall in no way affect any other
paragraphs and all other paragraphs shall remain in full force and effect.
16. In such cases where development has been deemed single family residential by definition,
the Property Owner may petition the City to accept major maintenance responsibilities for
the Best Management Practices for that development only after a two year warranty period
has expired and the City has determined that the BMP Facilities meet the design
requirements of the BMP Design Manual and Land Development Standards,and that all
maintenance responsibilities have been upheld during this two year period successfully.It is
further understood that the Property Owner will continue to provide routine maintenance
activities as identified in the Administrative Manual after the City has agreed to accept the
BMP Facilities for maintenance. Should at any time the City discover that the Property
Owner has not performed the routine maintenance activities identified in the Administrative
Manual in an acceptable manor;the City may impose all fines and remedies allowed by law.

IN WITNESS WHEREOF, Property Owner acknowledges and agrees to the terms of this
agreement as of this 2 K day of j1 ce,.w'1 .4O2--o
PROPERTY OWNER
4928 Old Pineville Road LLC
B}�;yie R$Ventures, its anAY�=�"`"
( ' nature)
Michael J.Bender,Manager
Printed Name and Title)
STATE OF N V a(/t Cr a7v (,-/i •
COUNTY OF /7PCt feet 6✓ij •
On this U day of D pCCP ✓tSP/' , 20 2 , before me, the
undersigned officer, a Notary Public in and for the State and County aforesaid, personally
appeared Michael J.Bender , who acknowledged himself to be Manager of
B&B RE Ventures,LLC,the Manager, of 4928 Old Pineville Road LLC , and he as such authorized to do so,
executed the foregoing instrument for the purposes therein contained by signing his name as
Manager of B&B RE Ventures,LLC as Manager for said 4928 Old Pineville Road LLC
Witness my han I .rial Seal
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My commission expires
Notary Public

u <<< NORTH CAROLINA
Department of the Secretary of State
To all whom these presents shall come, Greetings:
I, ELAINE F. MARSHALL, Secretary of State of the State of North Carolina, do hereby
certify the following and hereto attached to be a true copy of
ARTICLES OF INCORPORATION
OF
TOWNES AT LOSO OWNERS ASSOCIATION, INC.
the original of which was filed in this office on the 18th day of August, 2022.
�: � IN WITNESS WHEREOF, I have hereunto set my
.r;, .,..El
'• hand and affixed myofficial seal at the Cityof
_ , +'!� '' Raleigh, this 18th day of August, 2022.
' Ej rAitt,
"b Scan to verify online.
Certification#C202222900780-1 Reference#C202222900780-1 Page: 1 of 4 Secretary of State
Verify this certificate online at https://www.sosnc.gov/verification
1 _ I

SOSID:2472511
Date Filed:8/18/2022 2:02:00 PM
Elaine F.Marshall
North Carolina Secretary of State
ARTICLES OF INCORPORATION C2022 229 00780
OF
TOWNES AT LOSO OWNERS ASSOCIATION, INC.
I, the undersigned, being a natural person of full age,make these Articles of Incorporation
for the purpose of forming a nonprofit corporation pursuant to the provisions of Chapter 55A of
the North Carolina General Statutes.
ARTICLE I
NAME
The name of the corporation is Townes at LOSO Owners Association, Inc.
ARTICLE II
DURATION
The period of duration of the corporation shall be perpetual.
ARTICLE III
PURPOSES
The purposes for which the corporation is organized are:
(a) To engage in any lawful act or activity for which a corporation may be organized
under the North Carolina Nonprofit Corporation Act;
(b) To provide for the enforcement of that certain Declaration of Covenants,
Restrictions and Easements to be recorded in the Office of the Register of Deeds for Mecklenburg
County, North Carolina (as the same may be amended from time to time, the "Declaration"),
relating to the care,maintenance,preservation and architectural control of that certain real property
in or about the planned development to be known as Townes at LOSO which will be located in
Mecklenburg County,North Carolina;
(c) To promote the health, safety and welfare of the "Owners" (as defined in the
Declaration)and residents within the jurisdiction of this corporation; and
(d) To exercise all of the powers and privileges, and to perform all of the duties and
obligations,of this corporation as set forth in the Declaration; and
(e) To engage in any and all lawful activities incidental to the foregoing purposes,
except as restricted herein.

ARTICLE IV
TAX STATUS
The corporation shall have all the powers granted non-profit corporations under the laws
of the State of North Carolina. Notwithstanding any other provision of these Articles of
Incorporation, the corporation hereby elects tax-exempt status under Section 528 of the Internal
Revenue Code of 1986. The corporation shall not carry on any activities prohibited by a
corporation electing tax-exempt status under Section 528, or any corresponding sections or
provisions of any future United States Internal Revenue law or of any analogous law of the State
of North Carolina. No part of the net earnings of the corporation shall inure to the benefit of its
members, directors, officers, or other 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 exemptpurposes of the corporation.
ARTICLE V
DISTRIBUTION OF ASSETS UPON DISSOLUTION
Upon dissolution of the corporation, the assets thereof shall, after all liabilities and
obligations of the corporation have been paid, or adequate provision made therefor, be dedicated
to an appropriate public agency to be used for purposes simila
r to those for which the corporation
was created or, in the event that such dedication is refused acceptance, distributed to any
association or associations organized for purposed similar to those set forth in Article III above,
all in accordance with any further provisions of the bylaws of the corporation.
ARTICLE VI
MEMBERSHIP AND VOTING RIGHTS
The corporation shall have members. The authorized number and qualifications of
members of this corporation,the different classes of membership,if any,the property,voting rights
and privileges of members, the liability of the members for assessments, and the method and
collection thereof shall be as set forth in the Declaration and the Bylaws attached thereto.
ARTICLE VII
REGISTERED AGENT, REGISTERED OFFICE AND PRINCIPAL OFFICE
The address of the initial registered office in the State of North Carolina is 2100 Hastings
Drive,Charlotte,Mecklenburg County,North Carolina 28207 and the name of the initial registered
agent at such address is Christopher J. Branch. The principal office of the corporation is located
at 2100 Hastings Drive, Charlotte, Mecklenburg County,North Carolina 28207.
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ARTICLE VIII
INDEMNIFICATION
To the fullest extent permitted by the North Carolina Nonprofit Corporation Act as it exists
or may hereafter be amended, no person who is serving or who has served as a director of the
corporation shall be personally liable to the corporation or any of its members for monetary
damages for breach of any duty as a director. No amendment or repeal of this article, nor the
adoption of any provision to these Articles of Incorporation inconsistent with this article, shall
eliminate or reduce the protection granted herein with respect to any matter that occurred prior to
such amendment, repeal, or adoption.
ARTICLE IX
AMENDMENT
Subject to the provisions of the Declaration, setting forth certain voting requirements with
respect to any material amendment to these Articles of Incorporation, these Articles of
Incorporation may be amended in the manner provided in the North Carolina Nonprofit
Corporation Act.
ARTICLE X
INCORPORATOR
The name and address of the incorporator is: Kenneth J. Abner, 4521 Sharon Road,
Suite 250, Charlotte,North Carolina 28211.
IN WI ESS WHEREOF,I,the undersigned incorporator,have hereunto set my hand and
seal,this / day of August, 2022.
L)
Ke eth J. Ab er, Incorporator
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BYLAWS
OF
TOWNES AT LOSO OWNERS ASSOCIATION, INC.
ARTICLE I
OFFICE
The Association shall at all times maintain a registered office in the State of North Carolina
and a registered agent at that address. The Association may also have such other offices as the
Executive Board shall determine.
ARTICLE II
DEFINITIONS
Unless the context requires otherwise, the terms defined in the Declaration of Covenants,
Restrictions and Easements for Townes at LOSO recorded or to be recorded in Mecklenburg
County, North Carolina (the "Declaration", the Declaration being incorporated herein in its
entirety)shall have the same meanings for purposes of these Bylaws as are ascribed to them in the
Declaration.
ARTICLE III
MEMBERS
Section 3.1. Membership. The Association shall have two classes of membership,
Class A and Class B, which classes of membership shall have the rights conferred upon them by
the Declaration and the Articles of Incorporation of the Association, and these Bylaws.
Section 3.2. Annual Meeting. A meeting of the members of the Association shall be
held annually at such time and place on such date as the Directors shall determine from time to
time.
Section 3.3. Special Meetings. Special meetings of the members may be called at any
time by the President of the Association. Additionally, it shall be the duty of the President to call
a special meeting of the members upon being presented with a written request to do so signed
(i)by a majority of the members(directors)of the Executive Board,or(ii)by the members of the
Association entitled to cast no less than ten percent(10%)of the total vote of the Association.
Section 3.4. Notice of Meetings. It shall be the duty of the Secretary or management
company selected by the Executive Board to give a notice to each member of each meeting of the
members within the time limits required by Sections 47F-3-108 and 55A-7-05 of the General
Statutes of North Carolina. Each notice of a meeting shall state the purpose thereof as well as the
time and place where it is to be held.
Section 3.5. Quorum. A quorum shall be deemed present throughout any meeting of the
members until adjourned if members, in person or by proxy,entitled to cast more than ten percent
(10%)of the votes of the Association are present at the beginning of such meeting.

Section 3.6. Voting. On matters on which Class A Members are entitled to vote under
the Act,each Class A Member shall be entitled to cast one(1)vote for each Lot they own.During
the duration of the Class B Membership, the Class B Members shall be entitled to cast ten (10)
votes for each Lot they own.On the termination of the Class B Membership,the Class B Members
shall become a Class A Member entitled to one(1)vote for each Lot it owns.
During any period in which a member shall be in default in the payment of any amount due
and owing to the Association,the vote which is allocated to any Lot in which such member owns
a fee interest shall not be counted for any purpose.
Section 3.7. Adjournments. Any meeting of the Members, whether or not a quorum is
present, may be adjourned by the holders of a majority of the votes represented at the meeting to
reconvene at a specific time and place. It shall not be necessary to give any notice of the
reconvened meeting,if the time and place of the reconvened meeting are announced at the meeting
which was adjourned. At any such reconvened meeting at which a quorum is represented or
present, any business may be transacted which could have been transacted at the meeting which
was adjourned.
Section 3.8 Proxies. Members may vote either in person or by agents duly authorized
by written proxy executed by the subject Member or by his duly authorized attorney-in-fact. A
proxy is not valid after the earlier of the term stated therein or the expiration of twelve (12)
months from the date of its execution.Unless a proxy otherwise provides,any proxy holder may
appoint in writing a substitute to act in his place.In order to be effective,all proxies must be filed
with the Secretary or duly acting Secretary either during or prior to the meeting in question. A
Member may not revoke a proxy given pursuant to this Section 3.8 except by written notice of
revocation delivered to the person presiding over a meeting of the Association.
Section 3.9 Majority Vote. The casting of a majority of the votes represented at a
meeting at which a quorum is present, in person or by proxy, shall be binding for all purposes
except where a different percentage vote is stipulated by these Bylaws, the Declaration, the
Articles of Incorporation of the Association,or the North Carolina Planned Community Act.
Section 3.10 Actions Without Meeting.Any action which may be taken at a meeting of
the membership may be taken without a meeting if consent or ratification,in writing,setting forth
the action so taken or to be taken shall be signed by(i)a majority of all of the persons who would
be entitled to vote upon such action at a meeting, (ii) Declarant (if Declarant's approval is
required pursuant to these Bylaws, the Declaration or the Articles of Incorporation of the
Association), and (iii) Community Purchaser (if Community Purchaser's approval is required
pursuant to these Bylaws, the Declaration or the Articles of Incorporation of the Association),
and such consent is filed with the Secretary of the Association and inserted in the minute book
of the Association.
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ARTICLE IV
EXECUTIVE BOARD
Section 4.1. Number. The initial number of members of the Executive Board shall be
three (3). After the termination of the Class B membership, the election of the Executive Board
shall be elected by the Class A members,the Executive Board shall consist of three(3)members,
and except for any members of the Executive Board appointed by the Community Purchaser, such
members must be residents who occupy the homes upon their Lots.
Section 4.2 Appointment and Election. Until the termination of the Class B membership,
as provided in the Declaration and the Articles of Incorporation of the Association, the members
of the Executive Board shall be elected annually by the Class B member.
From and after the termination of the Class B membership, as provided in the Declaration
and the Articles of Incorporation of the Association,the members of the Executive Board(except
for the members of the first Executive Board to be elected after the termination of the Class B
membership)shall be elected at an annual meeting of the members of the Association. At the first
annual meeting after termination of the Class B membership,the members of the Association shall
elect three members to the Executive Board. At such first annual meeting after termination of the
Class B membership,the elected member receiving the fewest votes shall serve a term of one year.
In the event that two or more elected members with the fewest votes have the same number of
votes, the member of the Board receiving the greatest number of votes shall determine which
member(s) shall serve the term of one year. The remaining two members of the Executive Board
elected at this first annual meeting shall serve a term of two years. Thereafter, at each successive
annual meeting,each elected member shall serve a term of two years,thereby causing the members
of the Executive Board to be elected on a staggered basis.
After the termination of the Class B Membership, each member entitled to vote shall be
entitled to cast one(1)vote for each Lot owned by such member for each directorship to be filled
on the Executive Board. Cumulative voting shall not be permitted. The candidates receiving the
most votes shall be elected.
Notwithstanding the foregoing or anything to the contrary set forth in these Bylaws, the
Declaration, or the Articles of Incorporation of the Association, (i) upon Community Purchaser
acquiring one-third (1/3) or more of the dwellings to be constructed on the Lots pursuant to the
Community Purchase Agreement, Community Purchaser shall have the right to replace one of the
directors of the Executive Board with a director appointed by Community Purchaser, (ii) upon
Community Purchaser acquiring two-thirds(2/3)or more of the dwellings to be constructed on the
Lots pursuant to the Community Purchase Agreement, Community Purchaser shall have the right
to replace an additional director of the Executive Board with a director appointed by Community
Purchaser (i.e., so that the Community Purchaser shall have appointed two of the three directors
of the Board), and(iii)upon the date that is the earlier of(A) Community Purchaser acquiring all
of the dwellings to be constructed on the Lots pursuant to the Community Purchase Agreement or
(B) any assignment of the Declarant's rights under the Declaration pursuant to Section 22 of the
Declaration, Community Purchaser shall have the right to replace up to all of the directors of the
Executive Board with directors appointed by Community Purchaser.
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Section 4.3. Vacancies. Any vacancy occurring in the Executive Board may be filled by
the affirmative vote of a majority of the remaining directors, though less than a quorum of the
Executive Board.
Section 4.4 Quorum. A quorum shall be deemed present throughout any meeting of the
Executive Board until adjourned if directors in person or by proxy,entitled to cast more than fifty
percent(50%)of the votes of the Executive Board are present at the beginning of such meeting.
Section 4.5. Duties and Powers. Except as specifically provided otherwise in the
North Carolina Nonprofit Corporation Act, the Declaration, the Articles of Incorporation of the
Association or these Bylaws, the powers inherent in or expressly granted to the Association may
be exercised by the Executive Board, acting through the officers of the Association, without any
further consent or action on the part of the members. The Executive Board shall also have the
responsibility of discharging all of the duties imposed upon the Executive Board under the terms
and provisions of the aforesaid instruments. The Executive Board may delegate any powers to
any other person or managing agent as provided for in Section 47F-3-106(4) of the General
Statutes of North Carolina.
Without limiting the generality of the provisions of this Section 4.5, the Executive Board
shall have the following specific powers:
(a) To suspend the membership rights of any member of the Association, including the
right to vote, during the period of time such member shall be delinquent in the payment of any
assessment, assessment installment, interest, late fees or any other amount or amounts as shall be
due and payable to the Association, or shall fail to comply with or abide by any rule or regulation
adopted by the Executive Board after a hearing as provided in Section 47F-3-107.1 of the General
Statutes of North Carolina; and
(b) To enter into management agreements for the Association as provided in the
General Statutes of North Carolina.
Section 4.6. Regular Meetings. Until such time as the Class B membership shall
terminate, the Executive Board shall not be required to hold regular meetings and the Executive
Board shall meet as often as a majority of the directors shall determine. Thereafter,the Executive
Board shall meet no less frequently than once every six months.
Section 4.7. Special Meetings. Special Meetings of the Executive Board may be called
at any time by the President, or by any two directors, on two (2) days' notice to each director,
which notice shall specify the time and place of the meeting. Notice of any such meeting may be
waived by an instrument in writing executed before or after the meeting. Attendance in person at
any meeting shall constitute a waiver of notice thereof.
Section 4.8. Compensation. No fee or compensation shall be paid by the Association to
directors for their services in said capacity. The directors of the Executive Board shall be entitled
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in all events, however, to reimbursement for reasonable expenses incurred by them in the
performance of their duties.
Section 4.9 Independent Manager. The Executive Board may employ or enter into a
management contract with any individual, firm or entity it deems appropriate and in the best
interest of the Association concerning the routine management of the Property. The Executive
Board may delegate to such person, firm or entity (referred to in these Bylaws as "Independent
Manager") such duties and responsibilities in the management of the Property as the Executive
Board deems appropriate; provided,that the Community Purchaser(and the Declarant so long as
Declarant or any of its affiliates owns any portion of the Community) shall have approved in
writing the Independent Manager,any compensation to be paid to such Independent Manager,and
any contract to delegate such duties to such Independent Manager.Provided,the Executive Board
may not delegate to the Independent Manager the complete and total responsibilities and duties of
the Association in violation of the Nonprofit Corporation Act of North Carolina or the North
Carolina Planned Community Act. The Independent Manager's contract shall be for a term not to
exceed three (3) years, renewable by agreement between the Executive Board and such
Independent Manager for successive one-year terms, provided, however, that any such contract
shall provide that it is terminable by the Association, with or without cause, upon not more than
thirty (30) days prior written notice and without payment of any penalty, and any such contract
entered into during the Declarant Control Period shall be terminable as required by law. The
Executive Board shall have authority to fix the reasonable compensation for the Independent
Manager.The Independent Manager shall at all times answer to the Executive Board and be subject
to its direction.
ARTICLE V
OFFICERS
Section 5.1. General Provisions. The officers of the Association shall consist of a
President, a Vice President, a Secretary and a Treasurer. In addition, the Association shall have
such other officers as the Executive Board shall deem to be desirable in connection with the
administration of the affairs of the Association. Any two or more offices may be held by the same
persons,except the offices of President and Secretary.
Section 5.2. Appointment. All of the officers of the Association shall be appointed by,
and shall serve at the pleasure of, a majority of the members of the Executive Board.
Section 5.3. President. The President shall be the chief executive officer of the
Association, and shall preside at all meetings of the members and of the Executive Board. The
President shall manage, supervise and control all of the business and affairs of the Association,
and shall have all of the powers and duties which are incident to the office of the president of a
corporation organized under the North Carolina Nonprofit Corporation Act. Upon approval of any
amendments to the Declaration as provided in the Declaration,the President shall prepare,execute,
certify and record such amendments to the Declaration.
Section 5.4. Vice-President. The Vice President shall perform the duties of the President
whenever the President shall be absent or unable to perform such duties. If neither the President
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nor the Vice-President shall be able to perform such duties,the Executive Board shall appoint one
of their members to act in the place of the President on an interim basis. The Vice-President shall
also perform such other duties as the President may delegate to him from time to time.
Section 5.5. Secretary. The Secretary (a) shall attend all meetings of the members and
of the Executive Board and shall keep the minutes thereof, (b) shall be responsible for the
preparation and giving of all notices which are required to be given by the Declaration and these
Bylaws, (c) shall be the custodian of the books and records of the Association, (d) shall keep a
register of the addresses of each member of the Association,and(e)shall perform such other duties
as are incident to the office of the secretary of a corporation organized under the North Carolina
Nonprofit Corporation Act.
Section 5.6. Treasurer. The Treasurer or management company selected by the
Executive Board shall be charged with the management of the financial affairs of the Association,
and shall keep full and accurate financial records and books of account showing all receipts and
disbursements and of the Association,and shall prepare all required financial data. The Treasurer
or management company selected by the Executive Board shall also perform all of the duties which
are incident to the office of the treasurer of a corporation organized under the North Carolina
Nonprofit Corporation Act.
Section 5.7. Compensation of Officers. The officers of the Association shall be entitled
to reimbursement for reasonable expenses incurred by the officers in the performance of their
duties but shall not be entitled to compensation for servicing in such capacity.
ARTICLE VI
MISCELLANEOUS
Section 6.1. Fiscal Year. The fiscal year of the Association shall be the calendar year.
Section 6.2 Certain Notices. Any member who shall sell or lease any Lot in which he has
a fee or undivided fee interest shall promptly give the Secretary and the management company
selected by the Executive Board a written notice of such sale or lease, which notice shall also set
forth the name and address of such purchaser or lessee. The address so furnished for such
purchaser or lessee shall be the address to which the Secretary shall send any notices to be sent to
such purchaser or lessee, until such purchaser or lessee shall furnish the Secretary with another
address for such purpose. In addition, the Secretary shall send any notices to the owner of such
Lot to the address provided by such owner to the Secretary.
ARTICLE VII
AMENDMENTS
These Bylaws may be amended only in accordance with the following procedure: the
Executive Board shall first adopt a resolution proposing the amendment and recommending its
adoption by the members. Such proposed amendment shall then be presented to the members at a
meeting thereof duly called and held for the purpose of considering such proposed amendment. If
such proposed amendment is approved by(a)the Community Purchaser, (b) so long as Declarant
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or any of its affiliates owns any portion of the Community, Declarant and (c) at least two-thirds
(2/3) of the votes cast at such meeting, such amendment shall become effective; provided,
however, that no members of the Association shall be entitled to vote on any proposal to amend
these Bylaws for the sole purposes of complying with the requirements of any governmental or
quasi governmental entity or institutional lender authorized to fund,insure or guarantee Mortgages
on individual Lots, as such requirements may exist from time to time which amendments may be
adopted by the Executive Board of the Association. Notwithstanding the provisions above, the
Declarant may amend these Bylaws without a meeting and without the vote of the members during
the Class B membership period;provided that any such amendment has been approved in writing
by the Community Purchaser.
ARTICLE VIII
INDEMNIFICATION
Each person who is or was a director or officer of the Association shall be indemnified by
the Association against those expenses (including attorneys' fees)judgments, fines and amounts
paid in settlement which are allowed to be paid or reimbursed by the Association under the laws
of the State of North Carolina and which are actually and reasonably incurred in connection with
any action, suit, or proceeding, pending or threatened, whether civil, criminal, administrative or
investigative, in which such person may be involved by reason of his being or having been a
director of officer of the Association. Such indemnification shall be made only in accordance with
the laws of the State of North Carolina and subject to the conditions prescribed therein.
In any instance where the laws of the State of North Carolina permit indemnification to be
provided to persons who are or have been an officer or director of the Association only on a
determination that certain specified standards of conduct have been met, upon application for
indemnification by any such person the Association shall promptly cause such determination to be
made (i) by the Executive Board by majority vote of a quorum consisting of directors not at the
time parties to the proceeding;(ii)if a quorum cannot be obtained by majority vote of a committee
duly designated by the Executive Board (in which designation directors who are parties may
participate), consisting solely of two or more directors not at the time parties to the proceeding;
(iii) by special legal counsel selected by the Executive Board or its committee in the manner
prescribed in(i)or(ii),or if a quorum of the Executive Board cannot be obtained under(i), and a
committee cannot be designated under(ii), selected by majority vote of the full Executive Board
(in which selection directors who are parties may participate);or(iv)by the members,but members
who are also directors who are at the time parties to the proceeding may not vote on the
determination.
As a condition to any such right of indemnification,the Association may require that it be
permitted to participate in the defense of any such action or proceeding through legal counsel
designated by the Association and at the expense of the Association.
The Association may purchase and maintain insurance on behalf of any such persons
whether or not the Association would have the power to indemnify such officers and directors
against any liability under the laws of the State of North Carolina. If any expenses or other
amounts are paid by way of indemnification, other than by court order, action by the members or
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by an insurance carrier, the Association shall provide notice of such payment to the members in
accordance with the provisions of the laws of the State of North Carolina.
ARTICLE IX
OPERATION OF THE PROPERTY
Section 9.1 Determination of Assessments and Fixing of the Common Charges. The
Executive Board on behalf of the Association shall from time to time, and at least annually,
prepare and adopt a proposed budget for the Property, determine the amount of the Assessments
payable by the Owners to meet the proposed budget of the Property, and allocate and assess such
proposed Assessments among the Owners, all in accordance with Article 11 of the Declaration.
[The remainder of this page is left blank intentionally]
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The undersigned hereby certify that the rules and covenants contained in the Bylaws of
Townes at LOSO Owners Association, Inc. were adopted on the 18th day of August, 2022.
TOWNES AT LOSO OWNERS
ASSOCIATION,INC.
By:
Christopher J. Branch, Director
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1.48. "Restore, Restoration, Restoring" 9
1.49. "Restoration Costs" 9
1.50. "Site Plan" 9
1.51. "Stormwater Covenant" 9
1.52. "Stormwater Facilities" 9
1.53. "Stormwater Facilities Manual" 9
1.54. "Subcontractor" 9
1.55. "Subdivision Plat" 9
1.56. "Supplemental Declaration" 9
1.57. "Tenant" 10
1.58. "Townhome" 10
1.59. "Townhome Building" 10
1.60. "Townhome Expenses" 10
1.61. "Townhome Owner" 10
1.62. "Townhome Services" 10
1.63. "Unit" 11
1.64. "Working Capital Contribution" 11
1.65. "Interpretation and Flexibility" 11
2 GENERAL PLAN OF DEVELOPMENT;PROPERTY SUBJECT TO THIS
DECLARATION; ADDITIONS THERETO 11
2.1. General Plan 11
2.2. Legal Description 11
2.3. Development of the Property 11
2.4. Supplements 12
2.5. Withdrawal 12
2.6. Disclaimer of Implication 13
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2.7. Amendment 13
3 COMMON AREA PROVISIONS 13
3.1. Common Areas 13
3.2. Prior to Conveyance 14
3.3. Conveyance or Dedication of Common Areas 14
3.4. Operation After Conveyance 15
3.5. Taxes 15
3.6. Assumption of Risk 15
3.7. Negligence 15
3.8. Partition 16
4 MEMBERSHIP, GOVERNANCE AND VOTING RIGHTS IN THE ASSOCIATION 16
4.1. Membership 16
4.2. Voting Rights 16
4.3. Modifications 17
4.4. General Matters 17
5 CERTAIN EASEMENTS AND RIGHTS 17
5.1. Owners' Rights of Use 17
5.2. Limitations on Use of Common Areas 17
5.3. Right to Grant or Relocate Easements 19
5.4. Association Easements over Lots and Units 19
5.5. Utility Easements 20
5.6. Access for Governmental Agencies; Service and Emergency Easements 20
5.7. Easements for Pedestrian and Vehicular Traffic 20
5.8. Encroachments; Easements 20
5.9. Support and Other Easements for Townhomes 21
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5.10. Utility and Other Services; Stormwater Facilities 21
5.11. Easements of Support 21
5.12. No-Build Easements. 21
5.13. Cluster Mailbox Easement 22
5.14. Easements Appurtenant 22
6 FUNCTIONS OF THE ASSOCIATION 22
6.1. Powers and Duties 22
6.2. Assessments 22
6.3. Maintenance of Other Property 22
6.4. Rules 22
6.5. Borrowing 23
6.6. Marketing 23
6.7. Special Events 23
6.8. Indemnification 23
6.9. Management 24
7 MAINTENANCE OF UNITS, LOTS AND COMMON AREAS 24
7.1. Maintenance of Improvements 24
7.2. Lot Landscaping 24
7.3. Remedies for Noncompliance 25
7.4. Costs of Remedial Work; Surcharges 25
7.5. Right of Entry; Right to File Notices of Lien Rights 25
7.6. Standards for Maintenance; Restoration 26
7.7. Other Maintenance Services 26
7.8. Common Area Maintenance 26
7.9. Maintenance of Stormwater Facilities 27
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7.10. Street Lighting 27
7.11. Trash Collection 27
8 INSURANCE 27
8.1. Insurance by Owners 27
8.2. Insurance by the Association 28
8.3. Other Insurance to be Maintained by the Association 30
9 RESTORATION OF TOWNHOMES AFTER CASUALTY 30
9.1. Plans and Procedures for Restoration 31
9.2. Restoration by Association 31
9.3. Association's Rights 31
9.4. Restoration Costs 31
10 OTHER PROVISIONS RESPECTING TOWNHOMES 31
10.1. Townhome Services 31
10.2. Exterior Maintenance of Townhomes 31
10.3. Party Walls 32
10.4. Indemnity 33
10.5. Transfer of Title 33
1 I COVENANT FOR ASSESSMENTS AND OTHER AMOUNTS 33
11.1. Obligation for Assessments 33
11.2. Purpose of Assessments 34
11.3. Classes of Membership 34
11.4. Amount of Assessments 34
11.5. Budgets 34
11.6. Common Assessments 35
11.7. Special Assessments for Common Expenses 36
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11.8. Townhome Assessments 36
11.9. Special Assessments for Townhome Expenses 36
11.10. Individual Assessments 37
11.11. Reserved 37
11.12. Due Dates 37
11.13. Disapproval of Budgets 38
11.14. Determination of Default Budget and Default Assessments 38
11.15. Certificate of Payment 38
11.16. Monetary Defaults and Collection of Assessments 38
11.17. Collection of Assessments 41
11.18. Priority of Liens 41
11.19. Association's Right to Collect Rents 41
11.20. Use of Common Areas 42
11.21. Common Areas and Certain Other Property 42
11.22. Declarant's Exemption from Assessments; Operating Deficits 42
11.23. Association Working Capital Fund 43
11.24. Declarant Subsidy 43
11.25. Association Funds 43
12 CERTAIN RESTRICTIONS, RULES AND REGULATION 43
12.1. Applicability 43
12.2. Land Use and Building Type 43
12.3. Easements 44
12.4. Nuisances 44
12.5. Temporary Structures 44
12.6. Signs 44
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12.7. Pets, Livestock and Poultry 45
12.8. Commercial Trucks, Trailers, Campers and Boats 45
12.9. Garbage and Trash Disposal 46
12.10. Alleys 46
12.11. Sight Triangles 46
12.12. Seasonal or Holiday Decorations 46
12.13. Exterior Antennas, etc 47
12.14. Solar Panels 47
12.15. Trees, Shrubs and Artificial Vegetation 47
12.16. Games and Play Structures 47
12.17. Fences and Walls 47
12.18. Roof Top Terraces 48
12.19. Utility Connections 48
12.20. Off-Street Motor Vehicles 48
12.21. Additional Use Restrictions 48
12.22. Exemption for Declarant and Builders 48
13 COMPLIANCE AND ENFORCEMENT 49
13.1. Compliance 49
13.2. Enforcement 50
13.3. Individual Assessments; Suspension of Rights 50
14 DEVELOPMENT REVIEW; GENERAL POWERS 50
14.1. Members of ARB 50
14.2. Review of Proposed Construction 51
14.3. Meetings of the ARB 52
14.4. No Waiver of Future Approvals 52
4285358.7

14.5. Inspection of Work 52
14.6. Builder Exemption 53
14.7. Community Purchaser Exemption 53
15 ADDITIONAL SPECIAL DECLARANT RIGHTS 53
15.1. General 53
15.2. Easement 54
15.3. Injunctive Relief for Interference 54
16 LEASING AND OCCUPANCY OF UNITS 55
16.1. Residential Use Only 55
16.2. Leased Units 55
16.3. Owner Responsible for Conduct of Permitted Users 56
16.4. Use of Common Areas 56
16.5. Declarant's Use 56
17 ADDITIONAL RIGHTS OF ELIGIBLE MORTGAGEES 56
17.1. Books and Records 56
17.2. Notice to Eligible Mortgagees 56
17.3. Approval of Eligible Mortgagees 57
17.4. Payment of Taxes and Insurance Premiums 57
18 AMENDMENTS 57
18.1. By the Declarant 57
18.2. By the Association 58
18.3. Scrivener's Errors 58
18.4. Limitations on Amendments Affecting Declarant Rights 58
18.5. Amendments Required by Secondary Mortgage Market 58
18.6. Mortgagee's Consent 58
4285358.7

18.7. Effective Date 59
18.8. Challenge 59
19 EFFECT AND DURATION OF COVENANTS 59
20 GENERAL PROVISIONS 59
20.1. Notice 59
20.2. Severability 59
20.3. Performance of Association's Duties by Declarant 60
20.4. Conflict 60
20.5. Effective Date 60
20.6. Standards for Consent. Approval, Completion, Other Action and Interpretation 60
20.7. Easements 60
20.8. CPI 60
20.9. Attorneys' Fees; Enforcement Costs 61
20.10. Principles of Interpretation and Definitions 61
20.11. Litigation 61
21 BROWNFIELDS MATTERS 61
21.1. Notice of Brownfields Property 61
21.2. Conveyances 62
21.3. Use 62
21.4. Easement for Governmental Access 62
21.5. Strict Compliance 62
21.6. Enforcement 62
21.7. Violations 62
21.8. Cash Reserve 62
21.9. Brownfields Obligations 62
4285358.7

21.10. Brownfields Assessment 63
22 MANDATORY TRANSFER OR TERMINATION OF DECLARANT'S RIGHTS TO
COMMUNITY PURCHASER 63
23 COMMUNITY PURCHASER'S RIGHTS 63
4285358.7

DECLARATION OF
COVENANTS, RESTRICTIONS AND EASEMENTS FOR TOWNES AT LOSO
THIS DECLARATION OF COVENANTS, RESTRICTIONS AND EASEMENTS FOR
TOWNES AT LOSO ("Declaration") is made as of December 16, 2022, by BOULEVARD AT
4920 OLD PINEVILLE, LLC, a North Carolina limited liability company (together with its
successor and assigns, "Declarant").
RECITALS
A. Declarant is the owner of that certain property located in the City of Charlotte(the"City"),
Mecklenburg County,North Carolina, described in Exhibit A hereto (the"Property").
B. The Declarant intends that various portions of the Property be set aside for the collective
use of the owners and residents of the planned community known as Townes at LOSO to be created
on the Property.
C. In order to preserve and enhance the value of the improvements built on the Property and
to promote the welfare of their owners and occupants,the Declarant desires to submit the Property
to this Declaration.
D. In order to facilitate the objectives described herein,the Declarant has formed,or will form,
a North Carolina non-profit corporation called Townes at LOSO Owners Association, Inc.
("Association"), which shall be responsible for the enforcement and performance of certain
obligations under this Declaration.
NOW, THEREFORE, Declarant declares that the Property, together with such additions
thereto as are hereafter made pursuant to Article 2 of this Declaration, shall be held, transferred,
sold, conveyed, leased, mortgaged, used, occupied and improved subject to the easements,
covenants, conditions, restrictions, servitudes, charges and liens created or provided for by this
Declaration.
1. DEFINITIONS. The following words and terms have the following definitions, unless the
context in which they are used clearly indicates otherwise.
1.1 "Act" means the North Carolina Planned Community Act, as contained in Chapter
47F of the North Carolina General Statutes (or as contained in any successor portion of the North
Carolina General Statutes), as the same exists from time to time.
1.2 "Architectural Review Board" or"ARB" means the committee created pursuant to
Article 14 hereof.
1.3 "Articles" means the Articles of Incorporation of the Association which have been
filed in the office of the Secretary of the State of North Carolina, as amended from time to time.
1.4 "Assessment" means any of the types of assessments defined below in this Section.
4285358.7 1

1.4.1 "Townhome Assessment" means the amounts charged to each Townhome
subject to assessment by the Association representing its proportionate share of the Townhome
Expenses as determined in accordance with Sections 11.5 and 11.8.
1.4.2 "Common Assessment" means the amounts charged to each Lot subject to
assessment by the Association under Article 11, representing the Lot's share of the Common
Expenses as determined in accordance with Sections 11.5 and 11.6.
1.4.3 "Individual Assessment" means the amounts charged to one or more Lots
by the Association in connection with(1)the enforcement of the Governing Documents as a result
of the acts or omissions of the Owner or Permitted Users of a Lot, their respective agents,
contractors, subcontractors, employees,licensees or invitees for their failure to duly perform their
obligations under the Governing Documents; (2) reimbursing the Association for expenses
incurred by the Association due to that Owner's failure to Maintain his Lot or Unit pursuant to the
standards set forth in this Declaration; (3)reimbursing the Association for injury, loss or damage
to the Association or to any Common Area,Association Property or other Lot caused by the Owner
or Permitted Users,or their respective agents, contractors, subcontractors, employees,licensees or
invitees, and not covered by insurance; (4) reimbursing the Association for, or payments to the
Association for the collection of, charges attributable to a Lot or group of Lots for water usage if
such usage is not individually metered and/or paid individually by and to the applicable provider;
or(5) any other purpose expressly authorized by this Declaration.
1.4.4 "Special Assessment" means and includes the following: the amounts
to each Lot subject to assessment bythe Association for anyof the followingpurposes:
charged J p �
(1)unbudgeted expenses or expenses in excess of the amounts budgeted; (2)expenses incurred by
the Association for repair, replacement or reconstruction of any Improvements on any portion of
the Common Areas or Association Property; (3) expenses incurred by the Association for
installation or construction of any Improvements in the nature of a capital improvement made after
the Declarant Control Period on any portion of the Common Areas or Association Property; (4)
expenses incurred by the Association for Restoration of portions of the Property in the event the
insurance proceeds are insufficient to pay the Restoration Costs or in the event the injury, loss or
damage resulted from an uninsured loss; or (5) expenses incurred by the Association for
installation or construction of any Improvements in the nature of a capital improvement made after
the Declarant Control Period to the Townhomes in connection with Townhome Services.
If Special Assessments are assessed for Common Expenses or for any purpose identified
in clause(2)or(3)above,they shall be assessed against all Lots subject to assessment under Article
11. If Special Assessments are assessed for Townhome Expenses, they shall be assessed against
all Townhomes subject to assessment within the particular Collection under Article 11. If Special
Assessments are assessed for any purpose identified in clause (4) above, they shall be assessed
against the Owners of the damaged Townhomes in the same proportion which the Restoration
Costs attributable to their Townhomes bears to all Restoration Costs of the damaged Townhomes
as provided in Article 9. If Special Assessments are assessed for any purpose identified in clause
(5) above, they shall be assessed against all Townhomes benefited by the installation or
construction of capital improvements as provided under Article 11.
4285358.7 2

1.5 "Association Property" means all personal property owned by the Association.
Association Property shall also include all personal property in which the Association holds
possessory or use rights.
1.6 "Board" or "Board of Directors" means the board of directors of the Association,
and is the executive board as defined in the Act. The Board is responsible for the management and
administration of the Association as provided for in this Declaration and in the Act.
1.7 "Builder" means any Person who purchases one (1) or more Lots from Declarant
for the purpose of constructing Units thereon for later sale to consumers in said Builder's ordinary
course of business. Any Person shall cease to be considered a Builder with respect to a Unit
immediately upon occupancy of and residing in the Unit for residential purposes, notwithstanding
that such person originally was recognized as a Builder.
1.8 "Business Day" means any day other than a Saturday, Sunday or Federal or State
of North Carolina holiday.
1.9 "Bylaws" means the Bylaws of the Association adopted by the Board, as amended
from time to time.
1.10 "Class A Member" shall have the meaning set forth in Section 4.2.1.
1.11 "Class B Member" shall have the meaning set forth in Section 4.2.2.
1.12 "Cluster Mailbox Easement Area" means, collectively, those portions of Common
Area and Lots designated as "USPS Cluster Box Access Easement" (or similar designation) on a
g
recorded plat of all or any portion of the Property.
1.13 "Cluster Mailboxes" means, collectively, the collections of mailboxes assigned to
the Lots within the Cluster Mailbox Easement Areas, and any associated structures for housing the
mailboxes.
1.14 "Code" means the Code of Ordinances for the City of Charlotte, as amended and
supplemented from time to time.
1.15 "Collection" means a group of Units having similar features or characteristics
which are designated as such by an amendment hereto or in a Supplemental Declaration. A group
of Units may be designated as a separate Collection for purposes of receiving goods, services or
benefits that are not provided to all of the Units, or are provided at a different level or frequency.
A Collection may be comprised of more than one group of Units or type of Improvement within
the Property and the Lots within the Collection need not be contiguous or adjacent. For so long as
the Declarant or its affiliates own any portion of the Community, the Lots within any Collection
shall be determined by the Declarant in its reasonable discretion and thereafter by the Association,
but, in either case, only upon obtaining the prior written consent of the Community Purchaser.
1.16 "Common Areas" means all real property and interests in real property, together
with any Improvements situated thereon, intended for the common use and benefit of the
Association,the Owners, and/or the Permitted Users of the Property, and designated as a Common
4285358.7 3

Area in this Declaration, on a Subdivision Plat or other document recorded in the Registry by
Declarant following its receipt of written approval by the Community Purchaser, or after the
Declarant Control Period, by the Association. For avoidance of any doubt, the Common Areas
shall include any private streets or alleys within the Community. Common Areas may be owned
or leased by the Association or dedicated to the Association on a Subdivision Plat or may be owned
by another Person with the Association having a right or easement therein(for example,part or all
of a private stormwater drainage easement located on either a Lot or real property that is not part
of the Property and that serves more than one(1)Lot or a right of the Association to use of a portion
of a public street right of way pursuant to an encroachment agreement with the City).
1.17 "Common Expenses"means all of the actual and estimated expenses and liabilities
of the Association for owning,leasing,administering,Maintaining,managing,operating,insuring,
repairing, and replacing the Common Areas and Association Property(including unpaid Common
Assessments and Special Assessments not paid by the Owner responsible for payment), and
performing its rights and responsibilities under the Act and the Governing Documents, together
with any other expenses incurred by the Association as are specifically provided for elsewhere in
this Declaration or are otherwise reasonably incurred by the Association in connection with the
Association, Common Areas or Association Property or for the benefit of the Owners and their
Permitted Users. Declarant's cost to acquire and improve the Property or the Common Areas are
not Common Expenses.
1.18 "Community" means that planned community known as Townes at LOSO and
depicted on the Subdivision Plat, less whatever portions of the Property (together with all
Improvements thereon)are declared to be withdrawn from the provision of this Declaration in any
Supplemental Declaration.
1.19 "Community Purchaser" means any Person(s) that are under contract with one or
more Builders to acquire all or substantially all of the dwellings to be constructed on the Lots (a
"Community Purchase Agreement"),and such Person's successors and assigns under such contract.
On the date hereof,the sole Community Purchaser is NC Old Pineville, LLC, a Delaware limited
liability company,with an address for notice purposes of 909 North Pacific Coast Highway, Suite
840, El Segundo, California 90245, Attention: Sudha Reddy. Upon an assignment of the
Community Purchase Agreement by NC Old Pineville, LLC to one or more assignees, such
assignee(s) shall be entitled to the rights of Community Purchaser hereunder. For the avoidance
of doubt,upon the termination of any such Community Purchase Agreement due to a default by a
Community Purchaser thereunder, any rights under this Declaration that solely apply to a
Community Purchaser shall terminate as to such Community Purchaser, and such Community
Purchaser shall retain the rights of an Owner with respect to each Lot which it owns. Community
Purchaser is an intended third party beneficiary of this Declaration.
With respect to any Community Purchaser Approval Item, Community Purchaser shall not
unreasonably withhold, condition or delay its consent or approval. If Community Purchaser has
not responded to the requesting party's request for consent or approval within five (5) Business
Days after the requesting party's delivery to Community Purchaser of such requesting party's
initial written request for consent or approval of such Community Purchaser Approval Item, then
such matter shall be deemed disapproved by Community Purchaser unless such requesting party
provides a second written notice to Community Purchaser requesting consent or approval for such
4285358.7 4

Community Purchaser Approval Item stating in all caps and bold"THIS IS A SECOND NOTICE
AND REQUEST FOR CONSENT AND FAILURE TO RESPOND WITHIN FIVE (5)
BUSINESS DAYS RESULTS IN COMMUNITY PURCHASER'S DEEMED APPROVAL"and
Community Purchaser fails to respond within five(5)Business Days after receipt by Community
Purchaser of the second notice, in which case such Community Purchaser Approval Item shall be
deemed consented to or approved by Community Purchaser.
1.20 "Community Purchaser Approval Item". Prior to any assignment of the Declarant's
rights under this Declaration to Community Purchaser, any instance in this Declaration wherein
Community Purchaser's prior consent or approval is required other than (a) an amendment or
modification of this Declaration, including, without limitation, through a Supplemental
Declaration, (b) any addition of any land or other real property to the Community, or (c) any
withdrawal of all or any portion of the Property from the Community.
1.21 "County" means Mecklenburg County,North Carolina.
1.22 "Declarant" means Boulevard at 4920 Old Pineville, LLC, a North Carolina
limited liability company, and its successors and those assigns to which the Declarant may assign
all or a portion of its rights hereunder either in a written assignment recorded in the Registry or
automatically pursuant to Paragraph 22. In the event of a partial assignment, the assignee shall
not be deemed the Declarant, but may exercise such rights of Declarant specifically assigned to it.
Any such assignment may be made on a nonexclusive basis.
1.23 "Declarant Control Period" means as any period of Declarant control of the
Association, as provided in 3-103(d)of the Act and established in this Declaration. For purposes
of this Declaration and other Governing Documents, "Declarant Control Period" refers to the
period during which the Declarant shall have the right to control the Association and appoint all
of the Board of Directors. The Declarant Control Period shall expire on the first to occur of the
following events:
1.23.1 Twenty years from the first recording date of this Declaration;or
1.23.2 the later of(x)30 days or(y)the first annual meeting,in each case, after the
date on which one hundred (100%)percent of the Units in all phases of the Community that may
ultimately be subject to this Declaration have been conveyed to non-Builder Class A Members.
1.24 "Declarant's Permittees" means the Declarant's officers, directors, partners,joint
venturers, managing members(and the officers, directors and employees of any such corporation,
partnership, joint venture or limited liability company), employees, beneficiaries, agents,
independent contractors (including both general contractors and subcontractors), suppliers,
visitors, licensees and invitees and those of any affiliate of the Declarant.
1.25 "Declaration" and "this Declaration" mean (and "herein", "hereto", "hereof',
"hereunder" and words of similar import shall refer to) this document together with all exhibits
and amendments to the document and Supplemental Declarations thereto regardless when
recorded.
4285358.7 5

1.26 `Eligible Mortgagee" means a First Mortgagee which owns, services, insures or
guarantees a First Mortgage encumbering a Unit which has notified the Association in writing of
its name and address and status as a holder, insurer or guarantor of a First Mortgage. Such notice
will be deemed to include a request that the Eligible Mortgage Holder be given the notices and
other rights described in Article 17.
1.27 "Emergency Escape and Rescue Easement Area" means(i)the areas designated on
the site plan attached hereto as Exhibit B for emergency ingress and egress required to comply
with Section R310 of the North Carolina Residential Code, and (ii)the Common Areas.
1.28 "Exterior Maintenance"means all labor,materials,goods and services necessary or
desirable to Maintain in good repair and condition, operate, inspect,test, repair,preserve, perform
minor alterations, clean, and/or any other action or activity commonly or customarily regarded as
Maintenance of the following standard original exterior portions of a Townhome:
1.28.1 Retaining walls on the Property, other than those located on a Lot that serve
that Lot exclusively;
1.28.2 the roof of each Townhome,including roof shingles,flashing, fascia, soffit,
decking, gutters and downspouts, and boots around vents and fresh air returns, but excluding roof
trusses,joists, or any other structural element of the roof;
1.28.3 exterior finish, façade and trim materials, shutters, painting, caulking and
exterior lighting;
1.28.4 sidewalks (other than as set forth below), walkways, driveways;and
1.28.5 such other exterior portions of a Townhome as the Board from time to time
may elect to Maintain on not less than ninety (90) days prior written notice to the Owners of
Townhomes.
Exterior Maintenance shall not include repair, replacement or reconstruction of any of the
following parts or components of a Townhome: windows or interior doors; rebar, mortar, tie
beams, roof trusses or joists, or any structural element of the exterior walls or roof; all or any
portion of the plumbing, electrical or mechanical systems whether located inside or outside of the
Townhome including heating,ventilating or air-conditioning equipment;all patios,terraces, decks
and stairs;all exterior lighting fixtures and bulbs;all sidewalks located in public rights-of-way and
maintained by local governmental authorities;and front porches(except for the roof and decorative
columns of a porch which are the Maintenance responsibility of the Association to the extent
described in this Section). All portions of a Townhome other than those which are Maintained by
the Association as part of Exterior Maintenance shall be the Owner's responsibility.
Notwithstanding the above,the Association shall maintain the pipe from the public water main
to the primary service shut off valve inside the Townhome, except when a meter is inside, in
which case the Association shall only maintain to the curb stop,i.e. the water service shutoff valve
located in the water service pipe near the curb between the water main and the townhome building.
Further thereto,the Association shall have the right,but not the obligation,to perform other repair,
replacement or reconstruction of any portion of the exterior of a Townhome if the Association's
Board determines that such Maintenance is necessary or desirable to cause compliance with this
4285358.7 6

Declaration or to enhance the security, appearance, or value of the Property (for example only,
dryer vents).
1.29 "Fiscal Year" means the calendar year until such time as the Board,by appropriate
resolution, establishes a different Fiscal Year for the Association.
1.30 "Governing Documents" means collectively this Declaration (including any
Supplemental Declaration),Articles,Bylaws,architectural guidelines and the rules and regulations
of the Association and all exhibits to any of the foregoing, all as they may be amended, restated or
supplemented from time to time.
1.31 "Guest" means any Person who is physically present in or occupies a Unit on a
permanent or temporary basis at the invitation of the Owner or Tenant without the payment of
consideration.
1.32 "Improvement" means any structure or artificially created condition or
appurtenance located on the Property,including any building constructed on any Lot,any additions
and structural alterations to any Unit or Lot, any walkway, sprinkler pipe,road, driveway, parking
area, fence, screening wall, retaining wall, stairway, deck, landscaping, hedge, fountain, tree,
planting, shrub, windbreak, pole, swimming pool, pool deck, sign, screen enclosure, sewer,drain,
disposal system, grading, paving, or exterior heating, ventilating or air-conditioning equipment,
solar panels, or water softener fixture or equipment.
1.33 "Include," "includes," or"including" is intended to include of the particular matter
described and to be interpreted as if it were followed by either the phrase"without limitation" or
"but not limited to,"unless otherwise clearly obvious from the context.
1.34 "Lot" means that portion of the Property (1) which is developed or intended for
development, use and occupancy as a Unit and is shown as a numbered or letter parcel on any
Subdivision Plat of any part or all of the Property and is declared to be a Lot in this Declaration or
a Supplemental Declaration and(2)which is not a Common Area, dedicated street or transit right
of way, or greenway or park lands owned in fee simple by the City or County. The Declarant may
declare a portion of the Property to be a "Lot" subject to the Governing Documents on a
Subdivision Plat, replat, or by this Declaration, any Supplemental Declaration or any other
recorded instrument. The term"Lot" shall include any Unit constructed thereon.
1.35 "Lot Landscaping" means the following portions of a Lot which are Maintained by
the Association, if any, but only to the extent as determined from time to time by the Board: (1)
the grass, shrubs,trees and other landscaping materials located in the front, side or back yards, and
(2)those irrigation lines and facilities, if any, installed on a Lot by the Declarant or Association.
Neither the Declarant, nor the Association shall have any obligation to install any irrigation lines
or facilities. Lot Landscaping does not include any spa, pool, fountain, patio, courtyard paving,
screening, landscaping within an enclosed or gated area or similar Improvement located on a Lot;
provided, however,that if an Owner of a Lot with an enclosed or gated area opens the gate or door
to such enclosed or gated area and such area is accessible to the party conducting Lot Landscaping
then Lot Landscaping shall include landscaping within such enclosed or gated area.
4285358.7 7

"Maintain," "Maintenance," "Maintaining,"1.36 or any similar term used in this
Declaration includes any one or more of the following, as the context requires: re-construction,
maintenance, inspection, examination,upkeep, remedy of defects in the materials or workmanship
of an Improvement, cleaning, renewal, alteration, repair, replacement, repainting, remodeling,
restoration, removal, improvement, administration, operation, use, planting, mowing, cutting,
trimming, pruning, fertilizing, watering and preservation and with respect to any replacement
items, acquisition, purchase, construction,installation.
1.37 "Member" means each Person who or which holds membership in the Association
by virtue of his ownership of a Lot.
1.38 "Mortgage" means any mortgage or deed of trust encumbering a portion of the
Property, including a Lot. "First Mortgage" means any recorded Mortgage with first priority or
seniority over other Mortgages on a particular portion of the Property.
1.39 "Mortgagee"means any beneficiary, payee or holder of any Mortgage,and the term
Mortgage is deemed to refer to both mortgages and deeds of trust. "First Mortgagee" means any
beneficiary, payee of holder of a First Mortgage.
1.40 "Operating Deficit"means for any calendar quarter,the difference between the total
amount of the Assessments for such calendar quarter levied on all Lots and the amount of actual
expenditures by the Association during such calendar quarter for Common Expenses, excluding
(1) expenditures for the funding of reserves, and (2) Special Assessments for capital
improvements.
1.41 "Owner"means the record Owner,whether one or more Persons, of fee simple title
to any Lot. "Owner" shall not include Declarant (during the Declarant Control Period), or any
Person who holds an interest in a Lot merely as security for the performance of an obligation or as
a Tenant or as a purchaser under an executory contract of sale.
1.42 "Party Wall" shall have the meaning set forth in Section 10.3.1.
1.43 "Party Wall Co-Owner" shall have the meaning set forth in Section 10.3.1.
1.44 "Permitted Users" means the Tenants or Guests of an Owner.
1.45 "Person" includes any natural person, corporation, business trust, estate, trust,
partnership, limited liability company, association,joint venture, governmental entity (including
the City), or other entity.
1.46 "Property" means, collectively, all of the real property and interests in real property
subject to any part or all of the terms of this Declaration. The Property is legally described in
Exhibit A hereto(plus all Improvements thereon), plus whatever additional real property(together
with all Improvements thereon) is declared to be Property in any Supplemental Declaration, less
whatever portions of the Property (together with all Improvements thereon) are declared to be
withdrawn from the provision of this Declaration in any Supplemental Declaration.
4285358.7 8

1.47 "Registry" means the office of the Mecklenburg County Register of Deeds(or any
successor office under applicable law). All references herein to recording or to any requirement to
record a document or Subdivision Plat refer to recording in the Registry of the County or Counties
in which the applicable portion of the Property is situated.
1.48 "Restore," "Restoration," Restoring" or any similar term used in this Declaration
includes any one or more of the following, as the context requires: debris removal, alteration, re-
construction, installation, inspection, examination, repair, replacement, repainting, restoration of
an Improvement lost or damaged by fire or other casualty, deterioration or obsolescence, or any
taking by condemnation or eminent domain proceedings.
1.49 "Restoration Costs" shall have the meaning set forth in Section 9.4.
1.50 "Site Plan"means the graphic representation of the proposed plan for development
of the Community depicted on the plans prepared by Bohler Engineering NC,PLLC bearing City
of Charlotte Project Number LDUR-2022-00009 and dated July 26, 2021, last revised February
17, 2022. The Declarant reserves the right to alter or modify the Site Plan as it deems desirable in
its sole discretion; provided that it receives the prior written consent of the Community Purchaser
with respect to any such alteration or modification.
1.51 "Stormwater Covenant" means any covenant recorded in the Registry as required
by the Code relating to Stormwater Facilities for the Property or any part thereof, and includes all
amendments and supplements to such agreements.
1.52 "Stormwater Facilities" shall have the meaning ascribed to"Facility/ies" set forth
in the Stormwater Covenant. All Stormwater Facilities are Common Area.
1.53 "Stormwater Facilities Manual" means that manual, however named,referenced in
the Stormwater Covenant as establishing the requirements for maintenance of Stormwater
Facilities.
1.54 "Subcontractor"means any first tier or further tier subcontractor of a Builder.Any
Person shall cease to be considered a Subcontractor with respect to a Unit immediately upon
occupancy of and residing in the Unit for residential purposes, notwithstanding that such person
originally was recognized as a Subcontractor.
1.55 "Subdivision Plat" means that certain plat recorded in the Registry on December
16,2022 at Map Book 71,Page 579. The Declarant reserves the right to alter,modify or replat all
or any portion of a Subdivision Plat as it deems desirable in its sole discretion; provided that it
receives the prior written consent of the Community Purchaser with respect to any such alteration,
modification or replat.
1.56 "Supplemental Declaration"means any instrument recorded by the Declarant or the
Association in the office of the Registry for the purpose of: adding additional property to the
Property; declaring property to be Lots, Units, Townhomes, Collections or Common Areas;
requiring the Association to perform Lot Landscaping for portions of the Property; requiring the
Association to perform Exterior Maintenance for portions of the Property; withdrawing property
from the Property; or changing the designation of certain property as Lots, Units, Townhomes,
4285358.7 9

Collections, or Common Areas. Notwithstanding anything to the contrary contained in this
Declaration, neither the Declarant nor the Association shall enter into or record a Supplemental
Declaration without obtaining the prior written consent of the Community Purchaser.
1.57 "Tenant" means any Person who is physically present in or is entitled to occupy a
Unit in exchange for consideration. Tenants shall not be Members of the Association, but shall,
through the Owner, be entitled to certain rights and undertake certain obligations with respect to
the Unit.
1.58 "Townhome"means a Unit which has no Units located immediately above or below
it and which shares one or more Party Walls with adjacent Unit(s).
1.59 "Townhome Building" means an Improvement consisting of two or more
Townhomes notwithstanding that each Townhome therein is located on a separate Lot.
1.60 "Townhome Expenses" means all actual and estimated expenses which the
Association incurs or expects to incur to provide Townhome Services for the benefit of Owners of
Townhomes, including any of the following in connection therewith: the cost of Exterior
Maintenance for Townhomes; the cost of Maintaining (including reasonable reserves for capital
improvements, repairs and replacements) and providing labor, materials, goods, services, or
benefits in connection with Townhome Services, all as may be determined from time to time by
the Board of Directors of the Association in accordance with this Declaration.
1.61 "Townhome Owner" means the Owner of a Townhome.
1.62 "Townhome Services" means those goods, services, items or benefits required to
be provided by the Association for the benefit of the Townhomes pursuant to this Declaration, or
any Supplemental Declaration. Townhome Services include the following:
1.62.1 Exterior Maintenance for Townhomes;
1.62.2 Procurement and Maintenance of the insurance coverage described in
Section 8.2 and Section 8.3 of this Declaration;
1.62.3 Restoration of those portions of the Townhomes when damaged by casualty
or loss as provided in Article 9 of this Declaration;
1.62.4 Obtaining and maintaining termite and wood-infestation treatment and
bonds for each Townhome Building;
1.62.5 Obtaining annual inspections of the vapor barrier and mitigation systems, if
any, on the Lots and Units and performing the repairs recommended by the inspector; and
1.62.6 Causing the vapor barrier and mitigation systems, if any, on the Lots to be
inspected on a yearly basis and making any necessary repairs to the vapor barrier and/or mitigation
systems.
4285358.7 I 0

Except as expressly provided herein regarding landscaping, Townhome Services shall not
include Maintenance of any Unit which shall be the sole obligation of the Owner of such Unit. The
Association has the right in its sole and absolute discretion to add or expand (but not reduce or
eliminate) Townhome Services upon (i) not less than ninety (90) days prior written notice to the
Townhome Owners, (ii)the prior written consent of the Community Purchaser, and(iii)the prior
written consent of the Declarant during the Declarant Control Period.
1.63 "Unit" means a Lot on which has been constructed an Improvement intended for
use as a single residential dwelling unit and as used in this Declaration refers to a Townhome.
1.64 "Working Capital Contribution" means an amount equal to the greater of(a) two
(2)times the then-current amount of monthly Common Assessments for each Lot,and(b)$500.00.
The Working Capital Contribution amount is subject to increases to be determined pursuant to
Section 11.23 of this Declaration.
1.65 Interpretation and Flexibility. In the event of any ambiguity or question as to
whether any Person, property or Improvement falls within any of the definitions set forth in this
Article 1, the determination made by Declarant in such regard (as evidenced by a recorded
Supplemental Declaration stating same)during the Declarant Control Period shall be binding and
conclusive. Moreover, Declarant may also, by way of Supplemental Declaration, alter or amend
the application of any portion of this Declaration as to any specified portion(s) of the Property to
reflect any unique characteristics thereof. Provided,however, such altered or amended application
(a) except as otherwise provided in Section 2.5, must be approved by Community Purchaser in
writing prior to the Declarant entering into or recording any Supplemental Declaration with respect
thereto and (b) may not go so far as to be unequivocally contrary to the overall, uniform scheme
of development for the Property contemplated in this Declaration.
2. GENERAL PLAN OF DEW OPMENT;PROPERTY SUBJECT TO THIS
DECLARATION; ADDITIONS THERETO.
2.1 General Plan. Declarant is the owner of the Property. Declarant presently plans to
develop all or a portion of the Property as a planned community comprised of residential,
recreational and related uses.
2.2 Legal Description. The legal description of the Property is provided on Exhibit A
attached hereto. Declarant hereby subjects the Property to this Declaration.
2.3 Development of the Property. The Owners acknowledge, covenant and agree that
Declarant and any Builder will have no liability to the Owners for any changes to, or failure to
complete any development or Improvements in accordance with the Site Plan, or any drawings,
renderings, plans or models, all of which are subject to change without notice. Each Owner
acknowledges that the development of the Property may extend over a number of years,and agrees
and consents to all changes in the uses or density of Units within the Property and the architectural
scheme of the Property. Each Owner acknowledges and agrees that the Owner is not entitled to
rely upon, and has not received or relied upon, any representations, warranties, or guarantees
whatsoever as to the current or future: (1) design, construction, completion, development, use,
benefits, or value of land within the Property; (2) number, types, sizes, prices, or designs of any
4285358.7 11

Unit, structure,building, facilities, amenities or improvements built or to be built in any part of the
Property; or (3) use or development of any land adjacent to or in the vicinity of the Property.
Notwithstanding the foregoing, this Section 2.3 shall not be deemed to be a waiver of any rights
of the Community Purchaser under its Community Purchase Agreement, and in the event of a
conflict between the terms of such Community Purchase Agreement and the terms of this Section
2.3, the terms of such Community Purchase Agreement shall control.
2.4 Supplements. Declarant has the right, but not the obligation, to develop the land
constituting the Property in"phases"from time to time and to declare such portions of the Property
to be Lots, Units, Townhomes, a Collection or Common Areas by Supplemental Declaration. As
long as the Declarant owns any property in the Community and Declarant has obtained the prior
written consent of the Community Purchaser, the Declarant may designate as "Property" other
land in the Community or any adjacent property (including the Improvements thereon) by
recording Supplemental Declarations, which shall not require the consent of then-existing Owners
or the Association. If Declarant is not the owner of the land to be added to the Property as of the
date the applicable Supplemental Declaration is to be made, then the owner(s) of such land shall
join in such Supplemental Declaration. Once so added, such land shall be deemed a part of the
Property. Nothing in this Declaration shall, however, obligate Declarant to add to real property
designated as the Property or to develop any real property (adjacent or otherwise) under the
common scheme contemplated by this Declaration, nor to prohibit Declarant (or the applicable
Declarant-affiliated Owner)from changing the development plans with respect to the Property.
All Owners(other than the Community Purchaser)by acceptance of their deeds to or other
conveyances of their Lots thereby automatically consent to any such change, addition, withdrawal
or deletion thereafter made by the Declarant(or the applicable Declarant-affiliated Owner thereof)
and shall evidence such consent in writing if requested to do so by the Declarant at any time
(provided, however, that the refusal to give such written consent shall not obviate the general
effect of this provision).
Any such Supplemental Declaration may submit the property added by it to such additions
to and modifications of the Governing Documents as may be necessary or convenient in the
Declarant's judgment to reflect or adapt to any changes in circumstances or difference in the
character of the added properties or Improvements thereon.
The Declarant reserves the right to modify the voting interests, Assessment rates and
Assessment commencement dates by Supplemental Declaration.
Notwithstanding the foregoing, any Supplemental Declarations to be entered into pursuant
to this Section 2.4 shall require the prior written approval of the Community Purchaser.
2.5 Withdrawal.
(a) Upon receiving the prior written consent of the Community Purchaser,
Declarant reserves the right to amend this Declaration unilaterally at any time,without the consent
of any Owner (other than Community Purchaser), for the purpose of removing any portion of the
Property then owned by the Declarant or Declarant's affiliates from the provision of this
Declaration for any reason. Any withdrawal of land owned by an affiliate of Declarant shall not
4285358.7 12

be effected without the written consent or joinder of the affiliate. No such removal of any Property
shall be permitted if such removal would be a breach of a contract between Builder and Declarant
or an affiliate of Declarant for Builder to purchase Lots for the purpose of constructing Units
thereon for later sale to consumers in said Builder's ordinary course of business.
(b) Notwithstanding the foregoing, upon Community Purchaser no longer
having any contractual right to acquire Lots or any portion of the Property pursuant to the
Community Purchase Agreement or otherwise from Declarant, the consent of Community
Purchaser shall not be required for Declarant to exercise its right to withdraw land from this
Declaration pursuant to this Section.
(c) Upon the request of the Community Purchaser following a termination of
the Community Purchase Agreement,Declarant shall withdraw such portion of the land owned by
Community Purchaser at such time that is submitted to this Declaration by filing a Supplementary
Declaration in the land records of Mecklenburg County, North Carolina. In connection with any
withdrawal pursuant to this Section 2.5(c),Declarant and Community Purchaser shall execute such
documents as are reasonably required by Declarant or Community Purchaser, including, without
limitation, reciprocal easements, so that the remaining property owned by each of Community
Purchaser and Declarant after the withdrawal shall (i) comply with all applicable laws, (ii) have
sufficient parking to satisfy all then-applicable zoning requirements with respect to parking, and
(iii) have access to a public right-of-way, utilities, drainage and other similar facilities and
amenities necessary for the operation of town home residential communities on the remaining
properties of Declarant and Community Purchaser.
2.6 Disclaimer of Implication. Only the Property described in Exhibit A hereto is
submitted to the Governing Documents by this Declaration. Unless and until a Supplemental
Declaration is recorded in the fashion required by Section 2.4 with respect to it, no other portion
of the Community, if any, shall be in any way affected by the Governing Documents, and every
such portion may be freely sold, conveyed or otherwise disposed of by their owner or owners free
and clear of the Governing Documents.
2.7 Amendment. This Article 2 shall not be amended without the prior written consent
of(a)the Declarant during the Declarant Control Period; and(b)the Community Purchaser.
3. COMMON AREA PROVISIONS.
3.1 Common Areas. Certain portions of the Property are designated as Common Areas
and are designed and intended for the common, non-exclusive use of the Declarant, Owners of all
Lots,and all of the respective Permitted Users and invitees of the Declarant and the Owners, all as
provided and regulated herein or otherwise by the Association. Declarant shall have the right,
subject to obtaining (i)all required governmental approvals and permits and (ii) the prior written
approval of the Community Purchaser, to construct on the Common Areas such facilities as
Declarant deems appropriate.The timing and phasing of all such construction shall be solely within
the discretion of Declarant.
Common Areas may change from time to time in connection with changes in development
plans and other factors not now known (including by increase, decrease or transfer to a
4285358.7 13

governmental entity). Accordingly, references in this Declaration to the Common Areas shall be
deemed to refer to the Common Areas as they may exist as of the relevant time.
3.1.1 This Declaration is subject to any other easement currently of record which
affects any of the Property. Any easement in favor of the Association and its benefits and burdens
shall be deemed Common Area. Additionally, Declarant reserves on behalf of the Association the
right to accept any easements in favor of the Association over,under, across or through any portion
of the Property or real property which abuts or is adjacent to the Property, and such easements
shall be deemed Common Area to the extent of such easements created; provided, however,
Declarant shall obtain the written consent of the Community Purchaser prior to accepting any such
easements on behalf of the Association. Any real property shall be considered adjacent to or
abutting the Property even though a street, lake, canal or similar geographic separation may lie
between any of such properties.
3.1.2 Declarant will endeavor to specifically identify (by recorded legal
description, signage, physical boundaries, site plans, Subdivision Plat, or other means) the
Common Areas of the Property,but such identification shall not be required in order for a portion
of the Property to be Common Area hereunder. The Association need not have fee simple title to
a portion of the Property in order for such portion to be designated as a Common Area.
3.2 Prior to Conveyance. The Owners shall have no right in or to any portion of the
Community unless and until same is declared to be a Common Area in this Declaration or any
Supplemental Declaration and actually constructed, completed, and conveyed to, leased by,
dedicated to, and/or Maintained by the Association. The Declarant has no obligation or
responsibility to construct or supply any such Common Area of the Association,and no party shall
be entitled to rely upon any statement contained in this Declaration as a representation or warranty
as to the extent of the Common Areas to be owned, leased by, or dedicated to the Association.
During the Declarant Control Period and with the prior written approval of the Community
Purchaser and any Builder that owns a Lot or has a right to purchase a Lot, the Declarant shall
retain the right to add to, delete from, and modify any of the Common Areas, and to convert
Common Areas to Lots or Lots to Common Areas, in which event Declarant shall record an
amendment to this Declaration in the Registry,together with such plats showing the boundaries of
any such Lots or Common Areas so converted.
3.3 Conveyance or Dedication of Common Areas. Except for those areas which the
Code requires be conveyed to the City or County, the Common Areas shall be conveyed to the
Association, subject to this Declaration, drainage, greenway, utility, conservation and other
easements, restrictions, reservations,conditions, limitations, and declarations of record at the time
of conveyance, zoning, land use regulations and survey matters and the lien of real property taxes
not yet due and payable. Title to Common Areas shall be conveyed to the Association at such time
as may be determined by Declarant in its sole discretion, or when required by the Code or Act.
The Association shall accept all Common Areas deeded to it and/or dedicated to it on any recorded
Subdivision Plat of the Property, including any Improvements installed thereon by Declarant,
without setoff, condition or qualification of any nature, whether or not the conveyance or
dedication occurs prior to the time of the conveyance of the first Lot within the applicable phase of
the Property. The Association shall be responsible for the Maintenance of all Common Areas
(whether or not conveyed or to be conveyed to the Association) in a continuous and satisfactory
4285358.7 14

manner provided, however, Declarant, in its sole discretion may elect, but shall not be obligated,
to maintain such Common Areas in such manner as Declarant deems reasonable prior to its
conveyance of such Common Area(s)to the Association.
The conveyance or transfer of Common Areas shall be by a special warranty deed in such
form as approved by the Community Purchaser in a completed condition. Subject to any rights it
may have under the Act, the Association shall be deemed to have assumed and agreed to pay all
continuing obligations and services and similar contracts relating to the ownership, Maintenance
and operation of the Common Area and other obligations relating to the Common Area imposed
herein.
3.4 Operation After Conveyance. After the conveyance or transfer of any portion of the
Common Area to the Association, the portion of the Common Area so conveyed or transferred
shall be owned, operated, Maintained and administered by the Association for the use and benefit
of the Owners, in accordance with the Governing Documents. Subject to the Association's right
to grant easements, leaseholds and other interests as provided herein, the Association may not
convey,transfer or encumber all or a portion of the Common Areas to a third party without(a)the
approval of eighty (80%) percent of the total voting interests of the Members; (b) the written
consent of the Declarant during the Declarant Control Period; and (c)the prior written consent of
the Community Purchaser.
3.5 Taxes. It is intended that all real estate taxes assessed against the Common Areas
owned or to be owned by the Association shall be (or have been, because the purchase prices of
the Units have already taken into account their proportionate shares of values of the Common
Area) proportionally assessed against and payable as part of the taxes of the Units within the
Property. However, in the event that, notwithstanding the foregoing, any such taxes are assessed
directly against the Common Areas, the Association shall be responsible for the payment(subject
to protest or appeal before or after payment) of the same, including taxes on any Improvements
and any personal property thereon accruing from and after the date this Declaration or
Supplemental Declaration designating the portion of the Property as Common Areas was recorded.
Such taxes shall be prorated between Declarant (or the then Declarant-affiliated Owner thereof)
and the Association as of the date of such recordation. Any taxes on the Common Areas shall be
Common Expenses of the Association.
3.6 Assumption of Risk. Without limiting any other provision herein, each Person
using any portion of the Common Areas accepts and assumes all risk and responsibility for
liability, injury, loss or damage connected with use of such Common Areas. The Person also
expressly indemnifies and agrees to hold harmless the Declarant, the Association and all
employees, directors, representatives, officers, agents, members and partners of the foregoing,
from any and all damages, whether direct or consequential, arising from or related to the Person's
use of the Common Areas, including attorneys' fees and costs at trial,upon appeal or otherwise.
3.7 Negligence. The expense of any Maintenance,repair or construction of any portion
of the Common Areas necessitated by the negligent or willful acts of an Owner,its Permitted User
or other Person utilizing the Common Areas, through or under such Owner, shall be borne solely
by such Owner and the portions of the Property owned by that Owner shall be subject to an
Individual Assessment for that expense.
4285358.7 15

3.8 Partition.Except as permitted in this Declaration,there shall be no judicial partition
of the Common Areas or any part thereof, nor shall any Person acquiring any interest in the
Property or any part thereof seek any judicial partition of the Common Areas or any part thereof,
unless the Property has been removed from the provisions of this Declaration. This Article shall
not be construed to prohibit the Board of Directors from acquiring and disposing of tangible
personal property nor from acquiring title to real property which may or may not be subject to this
Declaration.
4. MEMBERSHIP, GOVERNANCE AND VOTING RIGHTS IN THE ASSOCIATION.
4.1 Membership.Declarant and every Owner within the Property shall be a Member of
the Association, and by execution of this Declaration or by acceptance of a deed conveying to such
Owner title to any Lot, each Owner consents to be a Member of the Association, subject to the
terms of the Governing Documents.Membership shall be appurtenant to and may not be separated
from ownership of the Member's Lot. The foregoing is not intended to include any Person that
holds an interest merely as security for the performance of an obligation. Upon termination of
ownership, an Owner's membership with respect to the transferred Lot shall automatically
terminate and be automatically transferred to the new Owner of the Lot.
4.2 Voting Rights.During the Declarant Control Period,Declarant shall have the power
to appoint and remove the officers and members of the Board (other than(a) any members of the
Board appointed by the Community Purchaser or (b) any officers appointed by the Board after
such time as the Community Purchaser has appointed a member to the Board) without a vote of
the Members. As to other matters, each Member shall have those voting rights established in this
Declaration, which may be different for different classes of membership. The Association shall
have two(2)classes of Members:
4.2.1 Class A. A Class A Member shall be Owners of Lots,with the exception of
Declarant so long as Declarant is a Class B Member. Unless otherwise provided in a Supplemental
Declaration,a Class A Member shall be entitled to one(1)vote for each Lot developed or intended
to be developed on a Lot owned by the Class A Member.
4.2.2 Class B. The Class B Member shall be the Declarant. The Class BMember
shall be entitled to ten (10) votes for each Lot developed or intended to be developed on a Lot
owned by the Class B Member. The Class B membership shall cease and be converted to Class A
membership on the expiration of the Declarant Control Period.
4.2.3 Eighty Percent Threshold.Notwithstanding anything herein to the contrary,
Declarant shall, at all times during the Declarant Control Period,be deemed to have no less than an
eighty percent(80%)voting interest in the Association.
When more than one Person holds an interest in an
4.2.4 Co-Owners. o y portion of p
the Property, all such Persons shall be Members of the Association and may attend any meeting of
the Association. The vote or votes for such portion of the Property shall be exercised as such
Persons may determine among themselves, but in no event shall more votes be cast with respect
to any portion of the Property than the number provided in this Declaration. If a Lot is owned by
two or more co-owners and only one of the co-owners is present at a meeting of the Owners, the
4285358.7 16

co-owner who is present is entitled to cast all the votes allocated to that Lot. If more than one of
the co-owners are present, the votes allocated to that Lot may be cast only in accordance with the
agreement of a majority in interest of the multiple co-owners. Majority agreement is conclusively
presumed if any one of the co-owners casts the votes allocated to that Lot without protest being
made promptly to the person presiding over the meeting by any of the other co-owners of the Lot.
The President of the Association shall have the authority to require that such multiple Owners of
a Lot file a certificate with the Secretary of the Association, signed by all of the Owners,
designating the person entitled to cast the vote or votes for such Lot. Such certificate shall be valid
until revoked by a subsequent certificate. If such certificate is not filed when required, the vote of
such Owners shall not be considered in determining the requirements for a quorum or for any other
purpose.
4.3 Modifications. With the prior written consent of the Community Purchaser, the
Declarant shall have the right in its sole discretion to modify the voting allocations set forth in
Section 4.2 and to set forth such modified allocations in a Supplemental Declaration.
4.4 General Matters. When reference is made in the Governing Documents to a
majority or specific percentage of Owners or Members, such reference shall be deemed to be
reference to a majority or specific percentage of the voting interests of Members represented at a
duly constituted meeting thereof(i.e., one for which proper notice has been given and at which a
quorum exists) and not of the number of the Members themselves or number of Lots or the total
aggregate number of voting interests unless this Declaration or Act expressly requires a majority
or specific percentage of the "total voting interests," in which case the majority or specific
percentage shall be computed on the total aggregate number of voting interests in the Association.
5. CERTAIN EASEMENTS AND RIGHTS.
5.1 Owners' Rights of Use.Each Owner and Permitted User on the Property shall have
a non-exclusive right of use and enjoyment and easement in the Common Areas, including the
right of ingress and egress to and from all Common Areas throughout the Property, subject to such
rules and regulations as are allowed under the Governing Documents to be imposed by the
Association and subject to suspension of use rights allowed in the Governing Documents;provided
that no suspension of rights shall occur without first providing notice of the charge, opportunity to
be heard and to present evidence, and notice of the decision as required by §3-107.1 of the Act.
But the right of access and support, the right to drain stormwater and the right to use Stormwater
Facilities,private streets,private utility services provided to the Lot through easements in Common
Area, and any assigned parking areas shall not be suspended for violation of the Association's
rules and regulations.
5.2 Limitations on Use of Common Areas. All rights of use and enjoyment in the
Common Areas are subject to the following:
5.2.1 Easements over and upon the Common Areas in favor of the Association
and its Members shall not be deemed to grant any easements or use rights which are not specifically
granted elsewhere herein or in any other documents to which the Property (or any applicable
portion(s)thereof) are now or hereafter made subject.
4285358.7 17

5.2.2 The right of the Association to:
5.2.2.1 Suspend the rights of an Owner and his Permitted Users to
use the Common Areas (except legal access and drainage easements) as set forth in Subsection
11.16.6 for any period during which any applicable Assessment remains unpaid subject to the
requirements of the Act, Article 13 and Subsection 11.16.6 of this Declaration.
5.2.2.2 Adopt and enforce rules and regulations governing the use
of the Common Areas; provided that no such rules or regulations shall be adopted by the
Association without (a) the prior written consent of the Community Purchaser, and (b) the prior
written consent of Declarant during the Declarant Control Period. Any rule and/or regulation so
adopted by the Association shall apply until rescinded or modified.
5.2.3 The Declarant, Declarant's Permittees, any Builder and any Subcontractor
shall have the right to construct,erect and build Improvements over such streets, drives, roadways,
sidewalks, paths, walks and parking areas within or upon the Common Area. Notwithstanding the
foregoing, as long as(i)the Declarant or any of its affiliates owns any property in the Community
and (ii) the Declarant has received the prior written consent of the Community Purchaser, the
Declarant,by Supplemental Declaration or other written instrument, may limit or restrict access to
certain private streets, drives, roadways, walkways, paths and parking areas within or upon the
Common Area.
5.2.4 Declarant,Declarant's Permittees, any Builder and any Subcontractor shall
have the right from time to time to enter upon the Common Areas and other portions of the Property
(including Lots and Units)for the purpose of the installation, construction, reconstruction, repair,
replacement, operation, expansion or alteration of any Improvements or facilities on the Common
Areas or elsewhere in the Property that the Declarant, Declarant's Permittees and any Builder, as
appropriate, elect to effect.
5.2.5 With the prior written consent of the Community Purchaser,Declarant shall
have the right to convert Common Areas to Lots or Lots to Common Areas, in which event
Declarant shall record an amendment to this Declaration in the Registry, together with such plats
showing the boundaries of any such Lots or Common Areas so converted.
5.2.6 With the prior written consent of each of the Community Purchaser and
Declarant(during the Declarant Control Period): (a)Association shall have the right to use funds
of the Association to purchase, lease, finance, and otherwise acquire interests in real property and
improvements for addition to the Community as Common Area and related amenities; and (b)
Declarant and the Association shall further have the right to borrow funds in the name of the
Association for such purposes, on such terms as may be determined by Declarant or the Board.
Notwithstanding the foregoing, no funds of the Association shall be used to pay for Declarant's
acquisition or development of the Property.
5.2.7 With the prior written consent of each of the Community Purchaser and
Declarant (during the Declarant Control Period), Association shall have the right to enter into
agreements with other communities, neighborhoods, municipalities or other third parties for the
4285358.7 18
li

use of amenities and facilities owned or operated by such third parties. Any cost to the Association
with respect to such agreements may be included as a part of Common Assessments.
5.3 Right to Grant or Relocate Easements. The Declarant(as long as the Declarant or
any of its affiliates owns any property in the Community)and thereafter the Association shall have
the right to grant, convey and relocate easements, licenses or rights of way in, on, over or under
the Lots and Common Areas for purposes consistent with the terms of this Declaration, including
constructing, installing, erecting, operating or Maintaining thereon, therein and thereunder: (1)
streets, walks, trails, driveways, parkways, landscaping, parks and open space areas; (2) lines,
cables, wires, conduits, facilities and other devices for the transmission of electricity, heating,
cooling, water, sanitary sewerage, gas, television, telephone, voice or electronic data and other
similar purposes; (3) Stormwater Facilities; (4) irrigation systems; (5) any Improvements or uses
for the general health or welfare of the Owners,for the Maintenance of the Property, or any portion
thereof, or for the purpose of carrying out any provision of this Declaration; and (6) any similar
Improvements or uses not inconsistent with the use of such property pursuant to this Declaration
as the Declarant shall deem necessary or desirable. Each Lot and the Common Areas shall be, and
hereby are, subject to an easement for such utilities, which easement shall include the right of the
Association and utility providers to perform maintenance, repair and replacement of such utilities
together with rights of ingress,egress and regress over the Property as may be reasonably necessary
to perform such maintenance, repair and replacement. Notwithstanding the foregoing, any
easements granted pursuant to this Section 5.3 or the relocation of existing easements will not(i)
prevent or unreasonably interfere with the use and enjoyment of the Common Areas or the use of
or ingress and egress to the Lots for their intended purposes or(ii)be permitted without the prior
written consent of each of the Community Purchaser and Declarant(during the Declarant Control
Period).
5.4 Association Easements over Lots and Units. The Association and its duly
authorized agents,employees or independent contractors shall have an easement over each Lot and
Unit as may be reasonably necessary to carry out any provision of this Declaration,including the
Maintenance of Common Areas, performance of Lot Landscaping, Exterior Maintenance,
Restoration of portions of the Property, enforcement of this Declaration, inspection (in a
reasonable manner)in order to determine whether any Maintenance is necessary, performance of
remedial work, and to the extent that the Association is obligated or authorized to perform any Lot
Landscaping, Exterior Maintenance, or Restoration, to perform such Lot Landscaping, Exterior
Maintenance, or Restoration provided that any such entry is during reasonable hours. Nothing
contained in this Section shall be construed or interpreted to impose upon the Association the
obligation to Maintain any of the Property except as expressly set forth in this Declaration.Neither
the Declarant,the Association, nor any of their respective directors, officers, agents or employees
shall be liable for any incidental or consequential damages for failure to inspect any portion of the
Property or failure to Maintain the same. The Declarant, the Association, any Builder, any
Subcontractor or any other authorized Person undertaking such Maintenance shall not be liable for
any personal injury or other incidental or consequential damages occasioned by any act or
omission in the Maintenance of any portion of the Lots, Units, Common Areas or Improvements
thereon or portion thereof. In addition, the Association may, without notice, perform such
emergency Maintenance as it may determine is necessary for the safety of any Person or to prevent
damage to any property. The provisions of this Section shall not be deemed to create any right of
the Association to enter upon the property of the Declarant. Notwithstanding the foregoing, this
4285358.7 19

5.4 shall not be deemed to be a waiver of any rights of the Community Purchaser under its
Community Purchase Agreement, and in the event of a conflict between the terms of such
Community Purchase Agreement and the terms of this Section 5.4,the terms of such Community
Purchase Agreement shall control.
5.5 Utility Easements. Utilities in the Common Areas for the service of the Property
shall be installed underground except as otherwise permitted by Declarant.
iand
5.6 Access for Governmental Agencies; Service Emergency Easements. A non-
exclusive, perpetual right a etual of access over all Lots and Common Areas(including private streets, if
any)on the Property is established for the benefit of governmental entities for installing, removing
and reading utility meters, Maintaining and replacing utility facilities and lines, and acting for
other purposes consistent with public safety and welfare, including law enforcement, fire
protection, animal control, emergency services, garbage collection and public or private mail and
package delivery. In order to conform to Section R310 of the North Carolina Residential Code,
each Owner and Guest, and law enforcement, fire and safety personnel, shall have a permanent
and perpetual right of way and easement over the Emergency Escape and Rescue Easement Area
for ingress and egress to access the public right of way for emergency purposes. No barriers,
fences or other obstructions of any kind that materially obstruct, interfere or impede such ingress
and egress shall be permitted within the Emergency Escape and Rescue Easement Area.
5.7 Easements for Pedestrian and Vehicular Traffic. In addition to the general
easements for use of the Common Area reserved herein, there shall be, and the Declarant hereby
reserves and grants for itself and all future Owners and the members of their household, Permitted
Users, Builders, Subcontractors, invitees, contractors, Mortgagees and the Association, a
perpetual, non-exclusive easement for: (1)vehicular traffic over all streets dedicated to the public
use, if any, and private streets, roadways and alleys within or upon the Common Area; (2)
pedestrian traffic over, upon and across all sidewalks, walkways, walking trails and paths within
or upon the Common Area; and (3) vehicular parking on such portions of the Common Area as
from time to time may be intended and designated for general parking purposes by the Board of
Directors. For the avoidance of doubt,the beneficiaries of the easements granted pursuant to this
Section 5.7 shall not include any owner of property that is adjacent to the Community, and any
easements to any such owner shall require the prior written consent of the Community Purchaser.
5.8 Encroachments; Easements. If (1) any Improvement on the Common Area
encroaches upon any Lot; (2)any Improvement on any Lot encroaches upon the Common Area or
another Lot; or(3)any encroachment shall hereafter occur as a result of(a)construction of a Unit
or Improvement to a Common Area; (b) settling or shifting of a Unit, Townhome Building or
Improvement to Common Area; (c) any alteration or repair to a Unit, Townhome Building or
Improvement to Common Area made by or with the consent of the Owner, Association or the
Declarant, as appropriate, or(d) any Restoration of the Improvements to a Unit, Lot, Townhome
Building or Common Area(or any portion thereof)damaged by fire or other casualty or any taking
by condemnation or eminent domain proceedings of all or any portion of any Unit,Lot or Common
Area, then, in such event, a valid easement is granted and shall exist for such encroachment and
for the maintenance of the same so long as the Improvements causing the encroachment shall
stand. This provision shall not entitle any Owner to intentionally construct Improvements which
encroach upon any other portion of the Property and no easement for encroachment shall exist if
4285358.7 20

such encroachment occurred due to the willful and knowing conduct on the part of, or with the
knowledge and consent of, an Owner, Permitted User or the Association.
5.9 Support and Other Easements for Townhomes. Each Townhome shall have the
following easements: (1)for lateral and subjacent support of, in and to all exterior walls, Party
Walls, structural members, roof, footings and foundations of the Unit or other Improvements
which abut or support the Townhome; (2) for Maintenance of common construction
improvements, such as footings, supports and foundations, which abut or support the
Townhome; (3)for attachment of the Townhome to the Party Wall(s)it shares with the adjacent
Townhome(s); and (4) of necessity in favor of, all other Units within Townhome Building in
which it is located and any other structure or improvement which abuts or supports a
Townhome.
5.10 Utility and Other Services: Stormwater Facilities.In the event that any Townhome
Building contains utilities, telecommunications and security systems, irrigation and other
services and systems and/or Stormwater Facilities which serve more than one Unit or Lot,then
there shall be an easement reserved in favor of the Association and/or the entities providing
such utilities, telecommunications and security systems, and irrigation and other services and
systems and/or drainage facilities under, through and over each Unit therein and the Lot on
which it is located as may be required from time to time in order to Maintain such utilities,
telecommunications and security systems, irrigation and other services and systems and
drainage facilities so long as the easement does not materially adversely affect the Owner's use
and enjoyment of its Unit as a residence. Stormwater Facilities serving more than one Lot shall
be Maintained continuously in good condition by the Association and easements are granted
hereby over all Lots in favor of all Owners and the Association with respect thereto.
No Owner shall do anything within or outside its Unit that interferes with or impairs, or
may interfere with or impair, the provision of such utilities, telecommunications and security
systems, and other services and systems and/or Stormwater Facilities or the use of easements for
the foregoing purposes. The Association or its agent shall have a right of access to each Lot and
Unit thereon to Maintain the pipes, wires, ducts, vents, cables, conduits and other facilities for
utilities, telecommunications and security systems, and other services and systems and for
Stormwater Facilities located on the Lot or elsewhere in the Property and serving a Townhome
Building, and to remove any improvements interfering with or impairing such facilities or
easements reserved herein. Such right of access, except in the event of an emergency, shall not
unreasonably interfere with the Unit Owner's permitted use of the Unit. Except in the event of an
emergency(which shall not require prior notice),entry shall be made on not less than one(1)day's
notice(which notice shall not,however,be required if the Owner is absent when the giving of such
notice is attempted).
5.11 Easements of Support. Whenever any structure included in the Common Areas
adjoins any structure included in any other portion of the Property, each said structure shall have
and be subject to an easement of support and necessity in favor of the other structure.
5.12 No-Build Easements. Declarant hereby reserves a negative easement over and
across the areas labeled "3' No Build Easement" on the Subdivision Plat (collectively, the "No-
Build Areas")such that no building improvements shall be constructed within the No-Build Areas;
4285358.7 21

provided, however, that nothing herein contained shall be construed to prohibit the Declarant and
Association from constructing and maintaining steps, stoops, railings, walks, drives, curb and
gutter, landscaping, parking areas, screen walls and other non-building improvements including
utilities,within the No-Build Areas.
5.13 Cluster Mailbox Easement. Declarant reserves for the benefit of itself, the
Association, the Owners, and the United States Postal Service and its successors and assigns
easements for access to, and the installation,use, maintenance,repair, and replacement of, Cluster
Mailboxes over the Cluster Mailbox Easement Areas.
5.14 Easements Appurtenant. The easements provided in this Article 5 shall be
appurtenant to and shall pass with the title to each Lot.
6. FUNCTIONS OF THE ASSOCIATION.
6.1 Powers and Duties. Subject only to such limitations expressly set forth in the
(1) shall have all of the powers of a North Carolina GoverningDocuments, the Association
not-
for-profit corporation; (2) shall have and may exercise any right or privilege given to it expressly
in the Governing Documents; (3) shall have and may exercise any right or privilege given to itby
the Act or other law and (4) shall have and may exercise every other right, privilege, power or
authority necessary or desirable to fulfill its obligations under the Governing Documents.
6.2 Assessments. The Association shall have the power and duty to impose
Assessments on the Owners of Lots with respect to which Assessments have commenced and to
collect and enforce payment of such Assessments in accordance with and subject to the provisions
of Article 11.
6.3 Maintenance of Other Property. The Association may Maintain other property
which it does not own, including property dedicated to the public, (1) if such Maintenance is
required by this Declaration, any covenants binding the Property or any governmental order,(2)if
the Board of Directors determines that such Maintenance is necessary or desirable to cause
compliance with this Declaration or to enhance the appearance or value of the Property, or(3) if
the Maintenance is requested by the Person responsible for such Maintenance and the cost of it is
charged to such Person with security or other assurances for payment acceptable to the Board.As
to any Maintenance performed by the Association pursuant to the Governing Documents as to
property it does not own,the Association shall have the right to file, amend, release and terminate
claims of lien pursuant to N.C. Gen. Stat. §44A.
6.4 Rules. The Association shall have the power to adopt,amend and enforce rules and
regulations applicable within the Property with respect to any Common Areas and those portions
of a Lot or Unit Maintained by the Association, and to implement the provisions of the Governing
Documents; provided, however, any adopting and amendment of any such rules and regulations
shall require the prior written consent of each of the Community Purchaser and Declarant(during
the Declarant Control Period). All rules and regulations adopted by the Association shall be
reasonable and shall be uniformly applied,except such rules may differentiate between reasonable
categories of the Property and Owners,Permitted Users,invitees and contractors.Notwithstanding
the foregoing provisions of this Section,the Association shall not have the right or power to amend
4285358.7 22

this Declaration or impose rules and regulations which limit or interfere with the rights of the
Declarant or Community Purchaser under this Declaration. A copy of the rules, as they may from
time to time be adopted, amended or repealed, shall be posted in a conspicuous place in the
Association's office or may be mailed or otherwise made available to each Owner. Thereafter,the
rules and regulations shall have the same force and effect as if they were set forth herein; provided,
however, that the rules and regulations shall be enforceable only to the extent that they are
consistent with the Governing Documents, and may not be used to amend any of such documents.
If any Owner has actual knowledge of any rules and regulations, such rules and regulations shall
be enforceable against such Owner as though notice had been given.
6.5 Borrowing. The Association has the right with the consent of both(a)the Declarant,
during the Declarant Control Period, and (b) the Community Purchaser to borrow money for any
purpose, subject to any limitation in this Declaration, to execute promissory notes, other
documents evidencing or securing the indebtedness; provided that in the event the aggregate
amount of principal indebtedness incurred by the Association in any Fiscal Year exceeds the
greater of$250,000, as adjusted by the CPI, or forty(40%)percent of the Association's budget for
thepreviousyear,then such actions must be approved byMembers holdinga majority of the voting
PP J
interests present in person or by proxy at a duly called meeting of the Association at which a
quorum is attained. In the event that the Association desires to mortgage, pledge or encumber any
or all of its Common Area as security for money borrowed or debts incurred,then the Association
must obtain the approval of the Community Purchaser, Declarant (during the Declarant Control
Period), and eighty (80%)percent of the total voting interests of the Owners.
6.6 Marketing. The Association, any Builder and the Community Purchaser may
provide a suitable and continuing program to promote the Community as a desirable residential
community,including advertising, organizing and coordinating major events, advertising, placing
articles in news media, and establishing uniform standards for promotional events.
6.7 Special Events. The Declarant and the Board of Directors shall have the right, but
not the obligation, to grant special use rights, permits and privileges in the Common Area and
Improvements thereon for special events, festivals, street fairs, valet parking and other usage. In
addition, the Association shall have the right to enter into agreements with others for purposes
relating to, the joint or cooperative marketing, advertising and promoting of the Community,
regulating and providing parking within the Community, including special event parking, and
other areas of interest to the Association and its Members.
6.8 Indemnification. The Association shall be obligated to and shall indemnify the
Declarant, the Builder and the Community Purchaser (each, an "Indemnified Party") and their
respective affiliates and hold them harmless from all liability, loss, cost, injury, damage and
expense, including attorneys' fees, arising with respect to any operations of or services provided
by the Association hereunder. Notwithstanding the foregoing,the Association's obligations under
this paragraph to indemnify an Indemnified Party and its affiliates shall not apply to any liability,
loss, cost, injury, damage or expense resulting from any act that constitutes a tort, a breach of
contract, a statutory violation, gross negligence or willful misconduct by such Indemnified Party
or any of its affiliates.
4285358.7 23

6.9 Management.The Association shall have the power to hire a management company
to operate the day to day affairs of the Association, and the fees, costs and expenses of the
management company shall be a Common Expense. During the Declarant Control period, the
Declarant shall have the authority to hire a management company on behalf of the Association.
7. MAINTENANCE OF UNITS,LOTS AND COMMON AREAS.
7.1 Maintenance of Improvements.
7.1.1 To the extent that the Association has the express obligation to perform
Townhome Maintenance for any Improvements to a Lot pursuant to this Declaration, any
Supplemental Declaration, or other declaration of covenants and restrictions or similar recorded
instrument,then the Association shall be responsible for performing those obligations which have
been delegated to it in a neat, orderly and attractive manner consistent with the standards set forth
in Section 7.6.
7.1.2 The Maintenance of all Improvements located on the Lot which has not
been expressly delegated to the Association pursuant to this Declaration, any Supplemental
Declaration, or pursuant to a declaration of condominium or declaration of covenants and
restrictions or similar recorded instrument shall be the sole obligation of the Owner(s)of such Lot
or Unit. Other than the Lot Landscaping Maintained by the Association, each Owner shall
Maintain the trees, shrubbery,grass and other landscaping,and all parking,pedestrian, recreational
and other open areas on his Lot in a neat, orderly and attractive manner and consistent with the
standards set forth in Section 7.6.
7.1.3 By way of example and not limitation, the Association shall provide
Townhome Services for each Townhome. However, each Townhome Owner is solely responsible
for all other Maintenance to the Unit and Lot which is not expressly included in the definition of
Townhome Services. Without intending to limit the foregoing sentence, each Townhome Owner
shall Maintain or cause to be Maintained all portions of the Lot and Improvements thereon
(including all appliances, interior walls, structural components, and plumbing, electrical and
mechanical systems of his Unit) located on his Lot in a neat, orderly and attractive manner
consistent with the standards set forth in Section 7.6. The Association shall have the power, but
not the obligation, in its sole discretion, to undertake Maintenance of any Improvements.
7.2 Lot Landscaping. The Association shall Maintain the Lot Landscaping as
determined by the Board in the front, side and back yards of each Lot in a neat, orderly and
attractive manner. The Association shall not be obligated to Maintain any Lot Landscaping within
any enclosed or fenced areas on a Lot; provided that if an Owner of a Lot with an enclosed or
fenced area opens the gate or door to such enclosed or fenced area and such area is accessible to
the party conducting Lot Landscaping, the Association shall maintain the Lot Landscaping for
such area. Nor shall the Association be required to perform Lot Landscaping when an unsafe
condition exists on a Lot, including a loose animal. The Maintenance of the Lot Landscaping may
include,but shall not necessarily be limited to: the cutting or trimming of grass,trees and shrubs;
the re-seeding, re-sodding or replanting of grass; the replanting trees or shrubs; the re-mulching
and weeding of mulched areas, the repair and replacement of Lot irrigation installed by the
Declarant, a Builder or the Association; and the routine, customary application of fertilizer,
4285358.7 24

pesticide and algaecide or fungicide, if necessary or recommended. The Association shall not be
required to Maintain any shrubbery, grass and other landscaping other than the usual and
customary landscaping provided by the Declarant or its replacement provided by the Association.
The Association shall have the right to remove any Lot Landscaping which becomes a nuisance.
The Association shall have the sole discretion to determine the time at which such Lot Landscaping
shall take place,the manner and materials to be used. The replacement of Lot Landscaping of any
particular Lot, which is necessitated by deterioration of existing materials, shall also be the
responsibility of the Association. The right and obligation to perform Lot Landscaping shall be
solely that of the Association and not of Lot Owners. Without limiting the generality of the
foregoing, Lot Owners shall not engage in earth-moving activities on their Lots.
7.3 Remedies for Noncompliance.
7.3.1 In the event an Owner other than a Builder fails to Maintain or cause to be
Maintained his Improvements and Lot in accordance with this Article 7,the Association shall have
the right (but not the obligation), upon five (5) days' prior written notice to the Owner at the
address last appearing in the records of the Association,to enter upon the Owner's Lot and perform
such work as is necessary to bring the Lot or Improvements, as applicable, into compliance with
the standards set forth in Section 7.6. Such work may include, but shall not necessarily be limited
to,the repainting or re-staining of exterior surfaces of an Improvement,the repair of walls, fences,
roofs,doors,windows and other portions of Improvements on a Lot;and such other remedial work
as is judged necessary by the applicable entity.
7.3.2 The remedies provided for herein shall be cumulative with all other
remedies available under this Declaration or other applicable covenants or deed restrictions
(including the imposition of Individual Assessments or the filing of legal or equitable actions).
7.4 Costs of Remedial Work: Surcharges. In the event that the Association performs
any remedial work on an Improvement or Lot pursuant to this Article or any other applicable
covenants or deed restrictions, the costs and expenses thereof shall be deemed an Individual
Assessment under Article 11 of this Declaration and may be immediately imposed by the
Association. In order to discourage Owners from abandoning certain duties hereunder and,
additionally,to reimburse itself for administrative expenses incurred,the Association may impose
a surcharge of not more than twenty-five (25%) percent of the cost of the applicable remedial
work, such surcharge to be a part of the Individual Assessment.No bids need be obtained for any
of the work performed pursuant to this Section and the Person(s) performing such work may be
selected by the applicable enforcing entity in its sole discretion.
7.5 Right of Entry:Right to File Notices of Lien Rights.
7.5.1 There is hereby created an easement in favor of the Association and its
designees, over each Lot including the Unit thereon for the purpose of entering onto the Lot in the
performance of Lot Landscaping, Townhome Services, and any other Maintenance for which the
Association has Maintenance responsibility, or for which the Association is otherwise permitted
or required to perform the Maintenance and any other herein described, provided that the
Association shall exercise such easement for entry into a Unit during reasonable hours.
4285358.7 25

7.5.2 In addition to the assessment and lien rights created hereby,the Association
shall have, pursuant to N.C. Gen. Stat. §44A,the right to file notices of lien rights, claims of lien,
amendments thereto, notices of termination and satisfactions as to any Lot for which it has the
obligation to perform Lot Landscaping, Townhome Services, or any other Maintenance, or for
which the Association is otherwise permitted or required to perform the Maintenance.
7.6 Standards for Maintenance: Restoration. All Maintenance and Restoration of
Property, Units, Lots and the performance of Lot Landscaping and Townhome Services shall be
performed in a manner consistent with the general appearance of the developed portions of the
Property and, as to Units,the portion of the Property in which the Unit is located, except a Builder
that is an Owner is excepted from the requirements of this Section. The minimum (though not
sole) standard for the landscaping shall be the more stringent of the following: the Community
standard or the general appearance of the Property(and the applicable portion thereof as aforesaid)
as initially landscaped. The minimum(though not sole)standard for Maintenance and Restoration
of Property, Units and Lots shall be the more stringent of the following: the Community standard
or the prevailing standard for the portion of the Property in which the Unit is located taking into
account, however, normal weathering and fading of exterior finishes, but not to the point of
unsightliness, in the judgment of Declarant or the ARB (as hereinafter defined). The Person
responsible for Maintenance (the Association or Owner, as applicable) shall repaint, re-stain, or
refinish, as appropriate, the exterior portions of his Improvements (with the same colors and
materials as initially used or as approved by Declarant or the ARB) as often as is necessary to
comply with the foregoing standards.
7.7 Other Maintenance Services. The Association may also assume Maintenance
responsibilities with respect to any other Lots in addition to those that may be designated in this
Declaration or in any Supplemental Declaration, except Lots owned by a Builder. This assumption
of responsibility may take place by agreement with Owners of Lots or because, in the opinion of
the Board of Directors, the level and quality of service then being provided is not consistent with
the standards set forth in Section 7.6. All costs of Maintenance pursuant to this Section shall be
assessed as a Special Assessment or Individual Assessments only against the Lots to which the
services are provided, unless specifically provided otherwise in a Supplemental Declaration. The
provision of services in accordance with this Section shall not constitute discrimination within a
class.
7.8 Common Area Maintenance. The Association shall at all times Maintain in good
repair, operate, manage, insure, and replace as often as necessary the Common Areas and all
Improvements situated on the Common Areas (upon completion of construction by Declarant or
its affiliates, if applicable) in a neat, orderly and attractive manner consistent with the standards
set forth in Section 7.6. Without limiting the generality of the foregoing, the Association shall
assume all of Declarant's, its affiliates' (and its and their predecessors')responsibility to the City
or County, its respective governmental and quasi-governmental subdivisions and similar entities
of any kind with respect to the Common Areas, including roads and entry features, and shall
indemnify and hold harmless each Indemnified Party and its affiliates with respect thereto, except
for any claims resulting from any act that constitutes a tort, a breach of contract, a statutory
violation,gross negligence or willful misconduct by such Indemnified Party or any of its affiliates.
4285358.7 26

7.9 Maintenance of Stormwater Facilities. If the Stormwater Facilities are not owned
or Maintained by the City or County, the Association shall Maintain, operate, repair and replace
the Stormwater Facilities in accordance with the Stormwater Facilities Manual (as defined in the
Stormwater Covenant) as a Common Expense in order to provide drainage, water storage,
conveyance, or other stormwater management capabilities as required by the City or County.
7.10 Street Lighting. If the street lighting is not Maintained by the City or County, the
Association shall Maintain street lighting (the term "street lighting" shall include light poles and
appurtenances thereto, the light bulbs and wiring therefor) located within the Property and on
nearby property and the cost of electricity therefor, and the cost and expense for the foregoing in
such a case shall be a Common Expense, notwithstanding that such street lighting may be located
on portions of the Property which are not owned by the Association or are not Common Areas.
7.11 Trash Collection. The Association may, but shall not be required to, provide solid
waste removal services for disposal or collection of waste for the Community, which may include
the placement of equipment for the storage or disposal of such material on Common Areas. Any
costs related thereto shall be included as a Common Expense.
8. INSURANCE.
8.1 Insurance by Owners.
8.1.1 Each Owner of a Lot other than a Builder shall Maintain: (1) property
insurance on all Excluded Property(as defined herein)on its Lot insuring against all risks of direct
physical loss commonly insured against, including fire and extended coverage perils, wind and
hail, and flood; and the total amount of such insurance after application of any deductibles shall
be not less than one hundred percent (100%) of the Restoration Costs of the insured property at
the time the insurance is purchased and at each renewal date; (2)liability insurance in reasonable
amounts,covering all occurrences commonly insured against for death,bodily injury,and property
damage arising out of or in connection with the use,ownership, or maintenance of the Lot; and(3)
insurance insuring personal property, additional living expense, and any other coverage obtainable
to the extent and in the amount such Owner deems necessary to protect his own interest.
8.1.2 If the insurance described in Subsection 8.1.1 is not reasonably available,
the Owner promptly shall cause notice of that fact to be hand-delivered or sent by United States
certified mail, return receipt requested,to the Association.
8.1.3 Insurance policies carried pursuant to Subsection 8.1.1 shall provide that:
the Association is an additional insured under the policy to the extent of the Association's
insurable interest; (2) the insurer waives its right to subrogation under the policy against the
Association; (3) no act or omission by the Association, unless acting within the scope of the
Association's authority on behalf of the Owner, will preclude recovery under the policy; and (4)
if, at the time of a loss under the policy, there is other insurance in the name of the Association
covering the same risk covered by the policy, the Owner's policy provides primary insurance.
8.1.4 An insurer that has issued an insurance policy under this section shall,upon
written request, issue a certificate or memoranda of insurance to the Association, and any such
4285358.7 27

policy shall provide the issuing insurer may not cancel or refuse to renew it until thirty (30)days
after notice of the proposed cancellation or nonrenewal has been mailed to the Association.
8.1.5 Any Improvement on a Lot for which insurance is required under
Subsection 8.1.1 which is damaged or destroyed shall be Restored promptly by the Owner of such
Lot unless: (1) Restoration would be illegal under any State or local health or safety statute or
ordinance; or(2)(A)the Owners of all Lots so damaged or destroyed decide not to Restore by an
eighty percent (80%) vote, (B) the Community Purchaser decides not to Restore, and (C) and
Declarant(during the Declarant Control Period) decides not to Restore. The Owner of a Lot shall
be responsible for the cost of Restoration of any Improvement on such Lot in excess of insurance
proceeds received by such Owner.If an Owner fails to insure as required pursuant to the provisions
of Section 8.1 and such insurance would have covered a loss had such insurance been purchased
and obtained, the Association may undertake the Restoration of any Improvement on the Lot and
assess the Owner the cost of all such repairs as an Individual Assessment.
8.2 Insurance by the Association. The Association shall obtain and maintain insurance
coverage required by the Act, and, unless prohibited by the Act, obtain and Maintain insurance
covering the following,the cost of which will be a Common Expense:
8.2.1 Property insurance on the Common Areas insuring against all risks of direct
physical loss commonly insured against, including fire and extended coverage perils; and the total
amount of insurance after application of any deductibles shall be not less than eighty percent(80%)
of the replacement cost of the insured property at the time the insurance is purchased and at each
renewal date,exclusive of land,excavations, foundations, and other items normally excluded from
property policies;
8.2.2 A blanket property insurance policy providing"special perils" coverage for
the"Building Shell" of each Townhome Building located on the Property from time to time, in an
amount not less than one hundred percent (100%)of the full insurable replacement value thereof
(before application of reasonable deductibles). If"special perils" coverage is not available, the
Board shall obtain, at a minimum, fire and extended coverage, including coverage for vandalism
and malicious mischief,in like amounts. Subject to the provisions of this Article 8,the Association
may additionally obtain such other property insurance for the Townhomes as the Association may
determine to be necessary or desirable.
8.2.2.1 The "Building Shell" shall consist of the following
components of each Townhome Building: (a)all structural components, including the foundation,
footers,pilings,girders,beams, supports, walls(including all exterior walls, weight bearing walls,
Party Walls and all other walls of a Townhome)and all studs, drywall, sheetrock or gypsum board
attached to such walls; all slabs pillars, columns, insulation, exterior finishes or facades attached
or affixed to any of the foregoing; all floor slabs; and all roofs,roof trusses, roof support elements,
fascia soffits, roofing materials and insulation; (b) essential and permanent installations and
equipment for electrical,plumbing,and mechanical systems and all ventilation,air conditioner and
heating equipment and duct work for ventilation, heating and air conditioning systems; all
plumbing and electrical fixtures including HVAC and water heaters; (c) windows and doors,
garage doors, skylights and exterior glass; and (d) pipes, conduits, ducts, vents, wires and other
4285358.7 28

service and utility lines; all of the foregoing as shown on the construction plans used to obtain
building permits for the Townhome Buildings(collectively,the"Insured Townhome Property").
8.2.2.2 Notwithstanding the foregoing, the Insured Townhome
Property shall not include, and shall specifically exclude,the following("Excluded Property"): all
furniture, furnishings, floor coverings, wall coverings and ceiling coverings or other personal
property owned, supplied or installed by any Owner, Tenant, Guest or predecessor in interest; all
additions, alterations, betterments or improvements owned, supplied or installed by any Owner,
Tenant, Guest or predecessor in interest; and all appliances; all window treatments within any
Townhome.
8.2.3 Flood insurance covering loss or damaged to the Insured Townhome
Property in the event it is located in Flood Zone A or V as defined by the Federal Emergency
Management Agency ("FEMA"). The Association may obtain such insurance through any
available governmental programs providing for such coverage.
8.2.4 General liability insurance covering loss or damage to Persons or property
arising out of or in connection with the use, ownership or Maintenance of the Common Areas.
Such insurance shall cover the acts or omissions of the Association, its officers, directors,
employees, contractors, agents or invitees on or about or in connection with the Townhomes or
adjoining driveways and walkways, and with a cross liability endorsement to cover liability of
Townhome Owners as a group to any Townhome Owner, and vice versa. The coverage amount
for such insurance shall be required by the Board, but with a minimum combined single limit
liability of not less than $2,000,000 for each accident or occurrence.
8.2.5 If the insurance described in Section 8.2 is not reasonably available, the
Association promptly shall cause notice of that fact to be hand-delivered or sent prepaid by United
States mail to all Owners. The Association may carry any other insurance it deems appropriate to
protect the Association or the Owners.
8.2.6 Insurance policies carried pursuant to Section 8.2 shall provide that: (1)
each Owner is an insured person under the policy to the extent of the Owner's insurable interest;
(2)the insurer waives its right to subrogation under the policy against any Owner or Permitted
User;(3)no act or omission by any Owner,unless acting within the scope of the Owner's authority
on behalf of the Association, will preclude recovery under the policy; and (4) if, at the time of a
loss under the policy, there is other insurance in the name of an Owner covering the same risk
covered by the policy,the Association's policy provides primary insurance.
8.2.7 Any loss covered by the property policy under Section 8.2 shall be adjusted
with the Association, but the insurance proceeds for that loss are payable to any insurance trustee
designated for that purpose, or otherwise to the Association, and not to any Mortgagee. The
insurance trustee or the Association shall hold any insurance proceeds in trust for Owners and
lienholders as their interests may appear. Subject to the provisions of subsection 8.2.8,the proceeds
shall be disbursed first for the Restoration of the damaged property, and Owners and lienholders
are not entitled to receive payment of any portion of the proceeds unless there is a surplus of
proceeds after the property has been completely Restored, or the Association is dissolved.
4285358.7 29

policy issued to the Association does not prevent an Owner
8.2.8 An insurance po cy s
from obtaining insurance for the Owner's own benefit.
8.2.9 An insurer that has issued an insurance policy under this section shall issue
certificates or memoranda of insurance to the Association and,upon written request,to any Owner,
mortgagee or beneficiary under a deed of trust. Such policy shall provide the insurer issuing the
policy may not cancel or refuse to renew it until thirty (30) days after notice of the proposed
cancellation or nonrenewal has been mailed to the Association, and to each Owner, mortgagee or
beneficiary under a deed of trust to whom certificates or memoranda of insurance have been issued
at their respective last known addresses.
8.2.10 Any portion of the Common Areas for which insurance is required under
Section 8.2 which is damaged or destroyed shall be repaired or replaced promptly by the
Association unless: (1) the Association has been dissolved; (2) repair or replacement would be
illegal under any State or local health or safety statute or ordinance; or(3) both (a) the Members
notrebuild byan eighty percent(80%)vote, the CommunityPurchaser decides not to
decide to g ty (b)
rebuild, and(c)Declarant(during the Declarant Control Period)decides not to rebuild.The cost of
repair or replacement in excess of insurance proceeds and reserves is a Common Expense. If any
p P
the insurance proceeds attributable
portion of the Common Areas is not repaired or replaced: (1)
to the damaged Common Areas shall be used to restore the damaged area to a condition compatible
with the remainder of the Common Areas;and(2)the remainder of the proceeds shall be distributed
to all the Owners or lienholders, as their interests may appear, in proportion to the Common
Expense liabilities of all Owners.Notwithstanding the provisions of this subsection, §2-118 of the
Act governs the distribution of insurance proceeds if the Community is terminated.
8.3 Other Insurance to be Maintained by the Association.
8.3.1 The Association shall maintain fidelity coverage against dishonest acts by
the Association's officers, employees and others who are responsible for handling funds of the
Association. If the Association contracts with another Person to receive and disburse the monies
of the Association, then such Person shall have adequate fidelity coverage against dishonest acts
and the existence of such coverage shall satisfy the requirement of this paragraph.Any such fidelity
coverage shall name the Association as an obligee, shall be written in such amount as the Board
shall deem appropriate,and shall contain waivers of any defense based on the exclusion of persons
who serve without compensation from any definition of"employee" or similar term.
8.3.2 To the extent obtainable at reasonable cost, the Association shall maintain
appropriate insurance to protect the Declarant (during the Declarant Control Period), the Board
and officers of the Association from personal liability arising in connection with their duties and
responsibilities in such capacities on behalf of the Association.
8.3.3 The Association shall maintain workers compensation with respect to its
employees, if any, as required by law.
The Association may obtain insurance against such other risks as the Board shall deem
appropriate.
9. RESTORATION OF TOWNHOMES AFTER CASUALTY.
4285358.7 30

9.1 Plans and Procedures for Restoration. The plans and specifications for any
Restoration shall be prepared by an architect licensed in the State of North Carolina. All plans and
specifications required in connection with any Restoration shall be subject to review and approval
by the ARB. The Association's representative may also be retained to assist the Association in
obtaining bids for the restoration from responsible contractors. Unless the Association and a
majority of the voting interests of the Members of the damaged Townhomes shall otherwise agree,
plans and specifications for any Restoration shall be consistent with the then existing building
plans.
9.2 Restoration by Association. If an Owner fails to cause the removal of debris and
Restoration of Improvements as requiredby Subsection 8.1.5,the Association shall provide written
notice of such deficiency to such Owner. If the problem has not been remedied within a reasonable
time(as determined by the Board), the Association shall have authority to cause such Restoration
to be performed, and any expenses incurred by the Association in connection therewith shall be
charged to such Owner and shall be an Individual Assessment against such Owner's Lot.
9.3 Association's Rights. The rights granted to the Association in this Article in the
event of any loss, damage or destruction of a Townhome constitute reasonable protections of
property values and aesthetic appearance of the Townhomes, and each Townhome Owner agrees
to comply with such terms, conditions and procedures as Association may impose.
9.4 Restoration Costs. "Restoration Costs" means the cost of repairing, replacing,
restoring or reconstructing all loss, damage or destruction to the applicable portion of the Property
(including the deductible under any applicable insurance policies) or any part thereof, including
all costs of adjusting the loss; inspections, investigations and reports as to the damage; permit and
inspection fees, architectural and engineering fees; fees of the Association's representative;
demolition,removal and disposal fees;costs of securing and protecting the portions of the Property
to be Restored; accounting fees and costs; and attorneys' fees and costs; construction costs, and
the Association's fees and costs for reviewing the plans for the Restoration and holding and
disbursing the insurance proceeds and other funds.
410. OTHER PROVISIONS RESPECTING TOWNHOMES. To the extent that Townhomes
are constructed on the Property, the following provisions shall apply.
10.1 Townhome Services. In order to maintain a uniform appearance, the Association
shall perform the Townhome Services for the Townhomes in a neat, orderly and attractive manner
consistent with the standards set forth in Section 7.6. The cost of performing the Townhome
Services shall be a Townhome Expense,and the Owner of each such Townhome shall be obligated
to pay the Townhome Assessment for its proportionate share ofthe Townhome Expenses allocated
to the Collection in which its Unit is located. However, the Association shall be entitled to
reimbursement from a non-Builder Owner of a Townhome where the Townhome Service is
required as a result of the deliberate, negligent or intentional acts of the Owner or its Permitted
Users.
10.2 Exterior Maintenance of Townhomes. The Association shall have the sole
discretion to determine the time at which Exterior Maintenance for the Townhomes shall take
place, the manner,materials and color to be used, except as to Townhomes owned by a Builder or
4285358.7 3 1

Community Purchaser prior to such time that Community Purchaser receives an assignment of the
Declarant rights pursuant to Section 22. If a non-Builder Owner materially modifies the exterior
of his or her Townhome, then the Association shall not be responsible for Maintenance of any
modified portion of the Townhome exterior however,the non-Builder Owner shall not be relieved
of its obligation to pay the Townhome Assessments.
10.3 Party Walls.
10.3.1 Repair and Maintenance Obligations. Wherever one Unit is separated from
another Unit by a common, shared or party wall("Party Wall"),the obligations of each Townhome
Owner with respect to its Party Walls shall be governed by this Section. Each Party Wall shall be
the joint obligation of the Owners of the adjoining Townhomes (in such capacity, the
"Party Wall Co-Owners"). Each Party Wall Co-Owner shall be responsible for the Maintenance of
the surface portion of the Party Wall which is contained within its Townhome. Any Maintenance
and the like, including repairs to the paint, plaster or drywall or gypsum wall board on the surface
portion of the Party Wall which is contained within a Townhome, shall be the obligation of that
Owner.Each Party Wall Co-Owner shall have the right to use the side of the Party Wall within the
Owner's Lot and Townhome in any lawful manner, including attaching structural or finishing
materials to it; however, an Owner shall not create windows or doors or place heating or air
conditioning equipment in the Party Wall without the consent of the other Party Wall Co-Owner.
Any consent given to a Party Wall Co-Owner to create openings in the Party Wall shall be subject
to the right of the other Party Wall Co-Owner to revoke its consent on sixty(60)days prior written
notice and close up such openings and/or remove such heating or air conditioning equipment. The
Party Wall Co-Owners shall be jointly responsible for the structure of the Party Wall; i.e.,
Maintenance and Restoration of concrete block, rebar, mortar, tie beam, and all other elements of
the Party Wall.
10.3.2 Easement. Each Party Wall Co-Owner hereby grants to the other Party Wall
Co-Owner, its successors and assigns, a perpetual non-exclusive easement and right of entry over
and across its respective Lot and Unit for the purposes of performing Maintenance and Restoration
to the Party Wall, provided that any such easement is exercised after prior notice and during
reasonable hours.
10.3.3 Party Wall Damage. To the extent not inconsistent with the provisions
hereof, the general rules of law regarding party walls and of liability for property damage due to
negligence or willful acts or omissions shall apply thereto. A Party Wall Co-Owner shall perform
Restoration of its Party Wall whenever a condition exists which may result in damage or injury to
Person or property if the Restoration work is not undertaken. The cost of reasonable Repair or
Maintenance of a Party Wall shall be shared by the Party Wall Co-Owners on each side of such
Party Wall. If a Party Wall is destroyed or damaged by fire or other casualty, a Party Wall Co-
Owner on either side of the Party Wall may restore it, and if the Party Wall Co-Owner on the other
side thereafter makes use of the Party Wall, such other Party Wall Co-Owner shall contribute to
the cost of restoration thereof in proportion to such use; provided that the forgoing provision shall
not prejudice the right of any Party Wall Co-Owner to seek a larger contribution from the other
under any rule of law regarding liability for negligent or willful acts or omission.
4285358.7 32

10.3.4 Interest. Any amounts due and unpaid under this Section 10.3 shall bear
interest at the rate of eighteen(18%)percent per annum from the date due until paid in full.
10.3.5 Association Help. If at any time any Townhome Owner(hereinafter in this
Subsection,the"Non Performing Owner") shall not be proceeding diligently with any Restoration
required of it under this Declaration, then the other Townhome Owner(s) shall give written notice
to the Association specifying the respect in which such Non Performing Owner is not proceeding
diligently with his or her Restoration work. If, upon expiration of thirty (30)days after the giving
of notice, the Restoration work is not proceeding diligently, then the Association may perform
such Restoration in accordance with the then existing building plans and may take all appropriate
steps to carry out the same, including entry onto the Lot of any Owner to the extent necessary to
perform the Restoration work. The Association shall be entitled to impose an Individual
Assessment on the Party Wall Co-Owners responsible for the cost of such Restoration.
10.4 Indemnity.Each Townhome Owner agrees to indemnify the Declarant,the Builder,
the Community Purchaser, the Association and the other Party Wall Co-Owner for injury or
personal or property damage, when such injury or damage shall result from, arise out of, or be
attributable to such Townhome Owner's failure to perform or comply with its duties and
obligations under this Article 10.
10.5 Transfer of Title. In any transfer of title to a Townhome, the Owner of such
Townhome ("Grantor") and the purchaser ("Grantee") of such Townhome shall be jointly and
severally liable for all unpaid amounts pertaining to the Party Walls accrued up to the date of the
conveyance without prejudice to the rights of the Grantee against the Grantor,but the Grantee shall
be exclusively liable for those accruing after the conveyance. The lien rights of any Owner of a
Townhome against another Townhome for amounts due under this Article 10 shall be subordinate
to the lien of any First Mortgage, and Assessment by the Association. If the holder of a First
Mortgage or other purchaser acquires title as a result of a foreclosure or deed in lieu of foreclosure
of the First Mortgage, the purchaser and any successors and assigns shall not be liable for the
amounts which became due prior to the acquisition of title in the foreclosure action. Any unpaid
amounts which cannot be collected as a lien against any Lot by reason of the provisions of this
Section shall be divided between Party Wall Co-Owners, payable by and a lien against both Lots
sharing the Party Wall, including the Lot as to which the foreclosure (or conveyance in lieu of
foreclosure)took place.
11. COVENANT FOR ASSESSMENTS AND OTHER AMOUNTS.
11.1 Obligation for Assessments. Each Owner is deemed to consent and agree to pay to
the Association (or to any Person who may be designated by the Association to collect such
monies) all Assessments and other charges required by this Declaration, including the following:
(1) Common Assessments; (2) Townhome Assessments; (3) Special Assessments; (4) Individual
Assessments for any expense under the Code or this Declaration for which the Association
becomes obligated to pay and pays on behalf of an Owner or otherwise is authorized by this
Declaration; (5) fines for violations of the provisions of this Declaration or other Governing
Documents or Assessments levied against Owners for misuse and damage to the Common Areas
by the Owners or their household members, Tenants, Guests, agents or contractors; (6) Working
Capital Contributions; (7) late payment charges, interest on unpaid Assessments, costs of
4285358.7 33

collection, including court costs, service charges, and attorneys' fees as provided in the Act, and
charges for dishonored checks, all as established by the Board from time to time; and (8) all other
Assessments and charges imposed or allowed to be imposed by this Declaration. No Unit shall be
assessed separately from the Lot on which it is situated. Notwithstanding the foregoing,Declarant
or its predecessors or affiliates may exempt any Builder for all or any portion of any of the above
Assessments and charges in its contract with such Builder or otherwise.
11.2 Purpose of Assessments. The Common Assessment is for the purpose of funding
the Common Expenses of the Association, including monies allocated for reserve funds, for the
Fiscal Year to which the Common Assessment applies and in accordance with the budget for that
Fiscal Year adopted by the Association, although such Assessments may be used for payment of
any Common Expenses as determined by the Board. The Townhome Assessment primarily is for
the purpose of funding the Townhome Expenses of the Association for the Townhomes, including
monies allocated for reserve funds,for the Fiscal Year to which the Townhome Assessment applies
and in accordance with the budget for that Fiscal Year adopted by the Association, although such
Assessments may be used for payment of any Townhome Expenses as determined by the Board.
11.3 Classes of Membership. The Declarant has the authority to create different classes
of membership in the Association and to impose different levels of Assessments and other
Assessments for different classes of membership pursuant to a Supplemental Declaration;
provided, however, that Declarant shall not exercise any of its rights set forth in this Section 11.3
without the prior written consent of the Community Purchaser.
11.4 Amount of Assessments. Subject to any exemptions or limitations stated in this
Declaration or otherwise granted by the Declarant, the Association is at all times empowered to
levy Common Assessments against the Lots and the Owners of Lots within the Property for the
payment of Common Expenses; to levy Townhome Assessments against the Townhomes and the
Townhome Owners within the Property for the payment of Townhome Expenses and to levy such
other Assessments as are authorized by this Declaration.
in good
Budgets. All bud budgets of the Association shall be prepared and proposed
11.5g p p p P
faith and with the intent to cover all reasonably necessary Common Expenses and Townhome
Expenses for the applicable Fiscal Year of the Association, including reasonable reserves for
replacement and deferred Maintenance. Prior to the beginning of each Fiscal Year,the Board shall
adopt budgets for such Fiscal Year which shall estimate all of the Common Expenses and
Townhome Expenses of the Association during the Fiscal Year, including reserves. The budget
shall be based on the estimated Common Expenses for the Lots which have been declared to be
part of the Property and any additional Lots reasonably anticipated to be added to the Property
during the Fiscal Year to which the budget relates. In determining the budget for Townhome
Expenses,the budget shall be based on estimated Townhome Expenses for the Townhomes which
have been declared to be part of the Property and any additional Townhomes reasonably
anticipated to be added to the Property during the Fiscal Year to which the budget relates.
The budgets shall also reflect the sources and estimated amounts of funds to cover such
expenses, which may include any surplus to be applied from prior years, any income expected
from sources other than the amount to be generated through Common Assessments and Townhome
Assessments.
4285358.7 34

With the prior written consent of each of the Community Purchaser and Declarant(during
the Declarant Control Period), the Board shall then establish the Common Assessments for each
Lot subject to such assessment and the Townhome Assessment for each Townhome subject to such
assessment and shall notify each Owner in writing of the amount,frequency, and due dates of such
Assessments. The Board may round any Assessments charged by the Association to the nearest
dollar.
The Board of Directors of the Association shall fix the date of commencement and the
amount of the Assessments against each Lot or Townhome for each Assessment period, to the
extent practicable, at least thirty (30) days in advance of such date or period, except as to
emergency Assessments. The Association shall at that time prepare a roster of the Lots,the Owners
thereof and the Assessments applicable thereto,which shall be kept in the office of the Association
and shall be open to inspection by any Owner or First Mortgagee. In the event no such notice ofa
new Assessment is given, the Assessment amounts payable shall be equal to one hundred fifteen
(115%)percent of the amount payable for the last quarter of the previous Fiscal Year,until changed
in the manner provided for herein.
From time to time during the Fiscal Year,the Board may modify the budget,but only after
obtaining the prior written consent of each of the Community Purchaser and Declarant(during the
Declarant Control Period). Pursuant to the revised budgets or otherwise, the Board may, upon
written notice to the Owners and the prior written approval of the Community Purchaser, change
the amount, •frequency or due dates of the Assessments. In no event shall any such Assessment be
due less than ten (10) days from the date of the notification of such Assessment.
11.6 Common Assessments. The Board of Directors shall assess all Lots for the actual
and estimated Common Expenses incurred by the Association, which may include a reasonable
reserve for capital repairs and replacements, all as may be (a)determined from time to time by the
Board of Directors in accordance with this Declaration(b)approved by the Community Purchaser,
and (c) approved by Declarant during the Declarant Control Period. Unless this Declaration, a
Supplemental Declaration or any other recorded instrument shall provide otherwise, the Owner of
a Lot shall become obligated to pay the full amount of the Common Assessment commencing on
the day the Declarant conveys the Lot to an Owner other than the Declarant. At the time that the
budget for the Common Expenses is prepared by the Board as required by Section 11.5 above, the
Board shall determine the amount of the Common Assessments that are applicable to each Lot for
such Fiscal Year. In determining the amount of each Lot's Common Assessment, the Board may
also consider the estimated income from Common Assessments on any additional Lots reasonably
anticipated to be added to the Property by the Declarant during the Fiscal Year to which the budget
relates. Notwithstanding anything in this Declaration to the contrary, (i) the Declarant shall
have no obligation to pay Common Assessments, (ii) the Declarant shall have the express right,
in its sole discretion, to allow any Builder to pay a one-time assessment or no assessment per Lot
pursuant to a separate contractual agreement ("Builder Dues"), in order to satisfy such Builder's
obligation to pay Common Assessments on any Lot it purchases, and thereafter no Common
Assessments shall be due with respect to such Lot until such Lot is conveyed to a consumer, and
(iii)the determination of any Assessments by the Board shall require the prior written consent of
each of the Community Purchaser and Declarant(during the Declarant Control Period).
4285358.7 35

11.7 Special Assessments for Common Expenses. In addition to the Common
Assessments on the Lots, the Board of Directors may assess, from time to time, Special
Assessments to defray, in whole or in part, (1)unbudgeted expenses or expenses in excess of the
amounts budgeted for Common Expenses; (2) expenses incurred by the Association for repair,
replacement or reconstruction of any Improvements on any portion of the Common Areas or
Association Property; (3) expenses incurred by the Association for installation or construction of
any Improvements in the nature of a capital improvement on any portion of the Common Areas or
Association Property. In the event that the amount of the Special Assessments for Common Areas
payable in any one Fiscal Year in the aggregate exceeds one hundred (100%) percent of the
Common Assessments(including reserves)allocated to such Lot for the previous Fiscal Year,then
such Special Assessments shall require the vote or written consent of a majority of the Board and
the vote of a majority of the voting interests of the Members present in person or by proxy at a duly
called meeting of the Association. It is the intent of this Section that any expenses costing less than
the aforesaid amount be paid for by Common Assessments, with an appropriate adjustment to the
budget of the Association and the Common Assessments assessed thereunder, if necessary. No
action authorized in this Section shall be taken without the prior written consent of both (a) the
Declarant as long as the Declarant or any of its affiliates owns any property in the Community and
(b) the Community Purchaser. Notwithstanding anything in this Declaration to the contrary,
neither Declarant nor any Builder shall have the obligation to pay Special Assessments.
11.8 Townhome Assessments. The Board of Directors shall assess the Townhomes for
the actual and estimated Townhome Expenses incurred by the Association for the benefit of
Townhomes or Owners within a particular Collection, which may include a reasonable reserve for
capital repairs and replacements, all as may be determined from time to time by the Board of
Directors in accordance with this Declaration. Unless this Declaration, a Supplemental Declaration
or any other recorded instrument shall provide otherwise, each Townhome shall become obligated
to pay the full amount of the Townhome Assessment commencing on the day the Declarant
conveys the Unit to an Owner other than the Declarant. Notwithstanding anything in this
Declaration to the contrary, neither Declarant nor any Builder shall have the obligation to pay
Townhome Assessments.
At the time that the budgets for Townhome Expenses for each Collection are prepared by
the Board as required by Section 11.5 above, the Board shall determine the amount of the
Townhome Assessments that are applicable to the Lots in such Collection for such Fiscal Year. In
determining the amount of a Lot's Townhome Assessments, the Board (i) may also consider the
estimated income from Townhome Assessments on any additional Lots designated for
Townhomes which are reasonably anticipated to be added to the Property by the Declarant during
the Fiscal Year to which the budget relates (ii) must obtain the prior written consent of the
Community Purchaser, and (iii) must obtain the prior written consent of the Declarant during the
Declarant Control Period.
11.9 Special Assessments for Townhome Expenses. In addition to the Townhome
Assessments, the Board of Directors may assess, from time to time, Special Assessments on the
Townhomes to defray, in whole or in part, (1) unbudgeted expenses or expenses in excess of the
amounts budgeted for Townhome Expenses; or (2) expenses incurred by the Association for
installation or construction of any Improvements in the nature of a capital improvement to the
Townhomes in connection with Townhome Services. In the event of a casualty or loss and the
4285358.7 36

insurance proceeds are insufficient to pay the Restoration Costs or in the event the damage or loss
resulted from an uninsured loss,then the Association may assess a Special Assessment against the
Owners of the damaged Townhomes in the same proportion which the Restoration Costs
attributable to their Townhomes bears to all Restoration Costs of the damaged Townhomes. No
action authorized in the preceding two sentences of this Section 11.9 shall be taken without the prior
written consent of (a) the Declarant as long as the Declarant or any of its affiliates owns any
property in the Community and (b) the Community Purchaser. Notwithstanding anything in this
Declaration to the contrary, neither Declarant nor any Builder shall have the obligation to pay
Special Assessments for Townhome Expenses.
11.10 Individual Assessments. Each Owner shall be liable to the Association for all
damage to any portion of the Common Areas, Association Property or other Lots resulting from
misuse, negligence, failure to Maintain or otherwise caused by the Owner, its Permitted Users or
the Tenants, contractors, subcontractors, licensees, invitees, employees, directors, officers,
household members or guests of either. The Association shall have the right to levy an Individual
Assessment therefor against such Owner or Owners, but only after obtaining the prior written
consent of each of the Community Purchaser and the Declarant (during the Declarant Control
Period). The Association may also levy an Individual Assessment against an Owner to reimburse
the Association for costs incurred in any enforcement action or in bringing any Lot or Unit into
compliance with the Governing Documents, but only after obtaining the prior written consent of
each of the Community Purchaser and Declarant (during the Declarant Control Period). To the
extent permitted by law, such Individual Assessment shall be a lien against the Lot as provided in
Article 11 hereof and shall be subject to the provisions of the Act relating to notice, filing of a
claim of lien, collection and enforcement of delinquent Assessments.Notwithstanding anything in
this Declaration to the contrary, neither Declarant nor any Builder shall have the obligation to pay
Individual Assessments. Notwithstanding the foregoing, to the extent a group of Units' use of a
utility,including,but not limited to,water,is administered and/or paid by the Association,the cost
of such utility applicable to an individual Unit within such group,as reasonably determined by the
Association and approved by each of the Community Purchaser and Declarant (during the
Declarant Control Period), shall be imposed against the Owner of such Unit as an Individual
Assessment.
11.11 Reserved.
11.12 Due Dates. The Common Assessments and Townhome Assessments shall be
payable in advance in monthly installments, or, if so determined by the Board of Directors, in
quarterly, semi-annual or annual installments. The Board shall have the right to collect Townhome
Assessments at more frequent intervals than the Common Assessments are collected. The
Assessment amount(and applicable installments)may be changed at any time by the Board from
that originally stipulated or subsequently adopted. The original Common Assessments and
Townhome Assessments for any Fiscal Year shall be assessed for the Fiscal Year (but may be
reconsidered and amended, if necessary, at any time, but only with the prior written consent of
each of the Community Purchaser and Declarant (during the Declarant Control Period), but the
amount of any revised Assessments to be assessed during any period shorter than a full Fiscal Year
shall be in proportion to the number of months(or other appropriate installments)remaining in such
Fiscal Year. The due date of any Special Assessments (whether relating to a Common Area or
Townhomes) shall be fixed in the Board resolution authorizing such Assessment.
4285358.7 3 7

11.13 Disapproval of Budgets. The Board of Directors shall adopt a proposed budget for
the Association at least annually. Within thirty (30)days after the adoption of the proposed budgets
for the Assessments, the Board shall provide to each Owner a copy of those budgets for the
Assessment(s) applicable to the Owner's Lot together with a notice of an Owners' meeting to
consider ratification of the budgets including a statement that the budgets may be ratified without
a quorum. The Board shall set the date for such meeting not less than 10 days or more than 60 days
after the mailing of the budgets and notice. Such meeting may,but need not be, combined with the
annual meeting of the Owners. There shall be no requirement that a quorum of the Members be
present at the meeting in person or by proxy to vote on ratification of the budget (although a
quorum must be present to vote on other matters). The budget for Common Expenses shall be
deemed ratified unless(i) at that meeting Owners having eighty(80%)percent or more of the total
voting interests of the entire membership vote to reject such budget, (ii)the Community Purchaser
fails to approve such budget, or (iii) the Declarant (during the Declarant Control Period) fails to
approve such budget. The budget for Townhome Expenses, as determined by the Board of
Directors will be deemed approved unless(1)Members having eighty(80%)percent or more of the
total voting interests of the Members in a Collection vote at a duly called meeting of the applicable
Townhome Owners to reject the budget, (2) the Community Purchaser fails to approve such
budget, or (3) the Declarant (during the Declarant Control Period) fails to approve such budget.
Only the Members within a Collection and the Community Purchaser will be eligible to vote on the
budget for Townhome Expenses for such Collection. Notwithstanding the foregoing, in the event
the proposed budgets are disapproved or in the event the Board of Directors fails for any reason to
determine the annual budgets and to set the Assessments, then and until such time as the budgets
and Assessment have been determined as provided herein, the budgets and Assessments will be
the default budgets and default Assessments calculated in accordance with Section 11.14 of this
Declaration.
The provisions of this Section shall not apply to, nor shall they be a limitation upon, any
change in the Assessment incident to a merger or consolidation as provided in §2-121 of the Act.
11.14 Determination of Default Budget and Default Assessments. Upon the failure of the
Board of Directors to adopt a budget,the default budgets and default Assessments will be increased
to one hundred fifteen (115%) percent of the then-current budgets and Assessments.
11.15 Certificate of Payment. The Association shall, within ten (10) business days after
receipt of a written request from an Owner, Mortgagee or the Owner's authorized agent, and for
such reasonable charge as the Board may determine, furnish a certificate signed by an officer of
the Association, or by a Person or employee of any Person employed by the Association and to
whom the Association has delegated the authority to issue such certificates, setting forth whether
the Assessments and other charges against a specified Lot have been paid. If such certificate states
that an Assessment has been paid, such certificate shall be conclusive evidence of payment and is
binding on the Association, the Board, and every Owner.
11.16 Monetary Defaults and Collection of Assessments.
11.16.1 Late Fees and Interest. If any Assessment is not paid within thirty
(30) days after the due date, the Association shall have the right to charge the defaulting Owner a
late fee of ten (10%) percent of the amount of the Assessment or Twenty ($20.00) Dollars,
4285358.7 3 8

whichever is greater, plus interest at the rate of 18%per year or the highest rate of interest allowed
by the Act(whichever is lower) from the due date until paid. If there is no due date applicable to
any particular Assessment,then the Assessment shall be due twenty(20)days after written demand
by the Association.
11.16.2 Acceleration of Assessments. If any Owner is in default in the
payment of any Assessment owed to the Association for more than thirty (30) days after written
demand, the Association shall have the right to accelerate and require such defaulting Owner to
pay to the Association the Assessments for the balance of the Fiscal Year, based upon the then
existing amount and frequency of such Assessments. In the event of such acceleration, the
defaulting Owner shall continue to be liable for any increases in the Assessments and for all other
amounts payable to the Association.
11.16.3 Effect of Non-Payment Lien Rights. No Owner shall be exempt
from liability for any Assessment for reason of non-use of the Common Area or such Owner's Lot,
or abandonment or leasing of such Owner's Lot, or unavailability of the use or enjoyment of the
Common Area. All Assessments and other charges shall be established and collected as provided
in this Declaration. All Assessments and other charges remaining unpaid for thirty days (30)days
or longer, together with late charges, interest, and the costs of collection thereof, including
attorneys' fees, shall be charged on the Owner's Lot as provided in §3-116 of the Act and, upon
filing of a claim of lien in the office of the clerk of Superior Court of the County in the manner
provided in §3-116(g), shall be a continuing lien upon the Lot against which such Assessment is
made until paid in full. The Association shall be obligated to comply with all conditions precedent
set forth in the Act to filing a claim of lien for Assessments. The lien may be foreclosed by the
Association in any manner permitted under the Act or by law. In the event a holder of a First
Mortgage or other purchaser of a Lot obtains title thereto as a result of a foreclosure of a First
Mortgage pursuant to a power of sale or judicial foreclosure, or by deed in lieu of foreclosure, such
purchaser and its successors and assigns shall not be liable for the Assessments and other charges
against such Lot which became due prior to the acquisition of title to such Lot by such purchaser.
Each Assessment and other charges due hereunder, together with late charges, interest, the costs
of collection thereof, including attorneys' fees, shall also be the personal obligation or corporate
obligation of each Person who was Owner of the Lot at the time when the Assessment or other
charge first became due and payable and may be collected by appropriate action at law. If more
than one Person held an ownership interest in the Lot at the time the Assessment or other charge
first became due, then each Person shall be both jointly and severally liable. An Owner's personal
obligation for payment of such Assessments and other charges shall not become the personal
obligation of a subsequent Owner unless expressly assumed by the subsequent Owner, although
the lien shall continue against the Lot until the amounts due are paid. Upon payment in full of all
sums secured by the lien, the Person making the payment is entitled to a satisfaction of the lien.
Notwithstanding the foregoing, no lien shall attach hereunder to a Lot owned by Declarant during
the Declarant Control Period.
11.16.4 Collection and Foreclosure. The Association may bring an action in
its name to foreclose its lien for Assessments in the manner a mortgage on real property is
foreclosed pursuant to a power of sale under Article 2A of Chapter 45 of the North Carolina
General Statutes. If the debt consists solely of fines imposed by the Association or of service,
collection, consulting or administrative fees not authorized in this Declaration, then the
4285358.7 39

Association may bring an action in its name to foreclose its lien for such Assessments by judicial
foreclosure as provided in Article 29A of Chapter 1 of the North Carolina General Statutes. The
Association may also bring an action at law against the Owner(s) personally obligated to pay the
Assessments due the Association to recover a money judgment for such unpaid Assessments
without waiving any claim of lien. The Association shall have such other remedies for collection
and enforcement of Assessments as may be permitted by applicable law. All remedies are intended
to be and shall be cumulative. The Association may pursue one or more of such remedies at the
same time or successively. The Owner shall be liable to the Association for all costs and expenses
incurred by the Association in connection with the collection of the Assessments due the
Association, and the filing, administration, enforcement, or foreclosure of the Association's lien,
including reasonable attorneys' fees and costs and costs of the action, and all sums advanced and
taxes paid and payments made on account of superior Mortgages, liens or encumbrances by the
Association in order to preserve and protect the Association's lien. In the event a judgment is
obtained, such judgment shall include all amounts provided above. The Association shall also be
entitled to attorneys' fees and costs in connection with any alternative dispute resolution or
appellate proceedings. The Board is authorized to settle and compromise the Association's lien if
the Board deems a settlement or compromise to be in the best interest of the Association.
11.16.5 Rental and Receiver. The Association shall be entitled to the
appointment of a receiver to collect the rent (1) if the Unit is leased during the pendency of the
foreclosure; or (2) if an Owner, any household member or Permitted User remains in possession
of a Unit after the claim of lien against a Unit is foreclosed, and the court in its discretion requires
the Owner to pay a reasonable rental for the Unit.
11.16.6 Suspension of Rights of Delinquent Owner. In addition to any other
rights and remedies of the Association as set forth in this Article 11, in the event an Owner is
delinquent in payment of Assessments or other monetary obligations to the Association for more
than thirty days (30) days, the Association may suspend: (1) the voting rights of such Owner in
Association matters, (2) the right of such Owner, its household members, Permitted Users,
licensees or invitees to use the Common Areas, Association Property and/or common facilities,
and (3) any "non-essential services" which are provided to, by, or on behalf of the Association to
such Owner, its household members, Permitted Users, licensees or invitees until such time the
Owner pays in full all obligations due to the Association, including delinquent Assessments. Prior
to suspension of the foregoing rights, the Association shall give the Owner written notice of the
delinquency, an opportunity to be heard, to present evidence and written notice of the decision in
accordance with Article 13. For the purposes of this Declaration, "non-essential services" shall be
defined as those facilities, services or amenities that are not absolutely necessary or crucial to the
health or safety of the Owner, or Common Areas that are not required for legal access to or drainage
for the Unit. Examples of non-essential services include cable, internet, telecommunications and
wireless local area network ("Wi-Fi")stem "Wi-Fi") services, recreational facilities, and other facilities,
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services or amenities provided to,by or on behalf of the Association within the Common Areas or
the Association Property, Lot Landscaping, Townhome Services (as to the Townhomes) either
now or in the future, or such other facilities, services or amenities provided to, by or on behalf of
the Association within the Common Areas or the Association Property as are designated as"non-
essential services" in writing by the Board of Directors from time to time in its reasonable
discretion.
4285358.7 40

11.17 Collection of Assessments. The Association shall have the legal duty and
responsibility to collect and enforce payment of the Assessments owed to the Association by the
Owner. Failure to send or deliver bills or notices of Assessments shall not relieve Owners from
their obligations hereunder. All Assessments owed by the Owner of a Lot, together with late fees,
interest, penalties, fines, attorneys' fees and other sums provided for herein shall accrue to the
benefit of the Association.
11.18 Priority of Liens. To the extent allowed by law, the Association's lien shall relate
back to the recording of this Declaration in the Registry. Any unpaid Common Assessments or
Special Assessments for Common Expenses which cannot be collected as a lien against any Lot
by reason of the provisions of this Section shall be deemed to be a Common Expense divided
among, payable by and a lien against all Lots, including the Lot as to which the foreclosure (or
deed in lieu of foreclosure)took place. Any unpaid Townhome Assessment or Special Assessment
for Townhome Expenses which cannot be collected as a lien against any Townhome by reason of
the provisions of this Section shall be deemed to be a Townhome Expense divided among,payable
by and a lien against all Townhomes, including the Townhome as to which the foreclosure (or
deed in lieu of foreclosure)took place.
11.19 Association's Right to Collect Rents. To the extent not prohibited by law, if a Unit
is occupied by a Tenant and the Owner is delinquent in paying any monetary obligation due to the
Association, the Association may make a written demand that the Tenant pay to the Association
the subsequent rental payments and continue to make such payments until all monetary obligations
of the Unit Owner related to the Unit have been paid in full to the Association. The Tenant must
pay the monetary obligations to the Association until the Association releases the Tenant or the
Tenant discontinues tenancy in the Unit.
11.19.1 The Association must provide the Tenant a notice, by hand delivery
or United States mail, in substantially the following form:
"Pursuant to Section 11.19 of the Declaration of Covenants, Restrictions and Easements
for Townes at LOSO, the Association demands that you pay your rent directly to the Association
and continue doing so until the Association notifies you otherwise.
"Payment due the Association may be in the same form as you paid your landlord and must
be sent by United States mail or hand delivery to ...(full address)..., payable to...(name)....
"Your obligation to pay your rent to the Association begins immediately, unless you have
already paid rent to your landlord for the current period before receiving this notice. In that case,
you must provide the Association with written proof of your payment within 14 days after
receiving this notice and your obligation to pay rent to the Association would then begin with the
next rental period."
11.19.2 The Association must deliver written notice to the Owner of the
Association's demand that the Tenant make payments to the Association.
11.19.3 The Association shall,upon request,provide the Tenant with written
receipts for payments made.
4285358.7 41

11.19.4 The Owner/landlord hereby releases and waives any claim against
the Tenant and Association related to the rent paid by the Tenant to the Association after the
Association has made written demand on the Tenant as a result of the Owner's delinquency in
paying any monetary obligation due the Association.Each Owner/landlord hereby indemnifies and
agrees to hold harmless the Tenant, Association and its officers and directors from any and all
t
claims, liabilities, losses, costs, injuries, and expenses (including attorneys' fees and costs at trial
and appellate levels)arising out of or related to any claim related to the rent paid by the Tenant to
the Association after the Association has made written demand.
11.19.5 If the Tenant paid rent to the Owner/landlord for a given rental
period before receiving the demand from the Association and provides written evidence to the
Association of having paid the rent within fourteen (14) days after receiving the demand, the
Tenant shall begin making rental payments to the Association for the following period and shall
continue making rental payments to the Association to be credited against the monetary obligations
of the Unit Owner until the Association releases the Tenant or the Tenant discontinues tenancy in
the Unit.
11.20 Use of Common Areas. In addition to the rights of collection of Assessments stated
in this Article, any Person acquiring title to or any interest in a Lot as to which the Assessments
are delinquent, other than Persons acquiring title by foreclosure of a First Mortgage pursuant to a
power of sale or judicial foreclosure or by or deed in lieu of foreclosure, shall not be entitled to
use or enjoy the Common Areas except for the purpose of accessing the Lot until such time as all
unpaid and delinquent Assessments due and owing from the selling Owner have been fully paid.
11.21 Common Areas and Certain Other Property. The following property shall be
exempt from payment of Assessments: Common Areas,parks and similar open spaces,land owned
by or dedicated to the County or any other governmental entity and any land owned by a publicly-
regulated utility company as long as such land is used for or in connection with the provision of
utilities(exclusive of business offices, retail outlets and the like). In the event of any ambiguity or
doubt as to whether any particular open space or other land is subject to assessment, the
determination of the Declarant(or, if there is no Class B Voting Member, the Board of Directors
of the Association) shall be final and conclusive (and not subject to later change unless the use of
the property in question changes).
11.22 Exemption from Assessments; Operating Deficits. Notwithstanding any other
provision of this Declaration, neither Declarant nor any Builder shall be responsible for paying
any Assessment assessed against any portion of the Community. In lieu of any obligation to pay
Assessments, during the Period of Declarant Control the Declarant shall pay funds to the
Association in the amount of any Operating Deficit not later than thirty (30) days following the
end of the calendar quarter in which the Operating Deficit occurred. In connection with satisfying
its obligation to pay such quarterly Operating Deficit, the Declarant, at its option, may fund such
quarterly Operating Deficit by any one or more of the following means: (1) payment to the
Association; (2) payment directly to a Person providing the services or materials to the
Association, or(3)providing, directly or indirectly,to or for the Association, services or materials
related to Common Expenses (the value of which shall be determined by the Declarant in its
reasonable discretion, giving due consideration to what the fair market value of such services or
materials would be if they had been furnished by a Person other than Declarant).
4285358.7 42

11.23 Association Working Capital Fund. The Association shall establish a fund
("Association Working Capital Fund")for the purpose of having funds available for initial and
non-recurring items, capital expenses, permit fees, licenses, utility deposits, advance premiums
for insurance policies and coverages and other expenses for operation of the Association
pursuant to this Declaration. At the time of closing or settlement of the initial sale of the Unit
to a purchaser other than a Builder or an affiliate of Declarant, each Unit's Working Capital
Contribution shall be collected from the purchasing Owner of such Unit and transferred to the
Association within ten (10) days. With the prior written approval of each of the Community
Purchaser and the Declarant (during the Declarant Control Period), the Board shall have the
right, in its sole discretion, to increase the amount of the Working Capital Contribution from
time-to-time. The Association shall have a lien against the Unit in the event the Working Capital
Contribution for the Unit is not received by the Association within ten(10)days after closing or
settlement of such Unit as provided in Article 11 and subject to the provisions of the Act relating
to notice, filing of a claim of lien, collection and enforcement of delinquent amounts due the
Association. A Unit's Working Capital Contribution shall not be considered as advance
payment of Common Assessments and Townhome Assessments. Notwithstanding the
foregoing, the Declarant shall have the right to use the Association Working Capital Fund to
pay for Common Expenses and Townhome Expenses of the Association during the Declarant
Control Period. In the event the purchasing Owner fails to satisfy its obligations under this
Section 11.23, the purchasing Owner shall indemnify the Association for the amount of the
Unit's Working Capital Contribution which such purchasing Owner failed to pay to the
Association hereunder. Notwithstanding anything in this Declaration to the contrary, neither
Declarant nor any Builder shall have the obligation to pay any Working Capital Contribution.
11.24 Declarant Subsidy. Declarant may, but shall not be obligated to, reduce the
Assessments by payment of a subsidy, which may be in the form of a contribution, a loan, in-kind
services or an advance against future Assessments due from the Declarant(if any), in Declarant's
sole and absolute discretion. Payment of such subsidy in any Fiscal Year shall not obligate the
Declarant to continue the subsidy in future Fiscal Years unless expressly provided in a written
agreement with the Association.
11.25 Association Funds. Amounts collected by the Association shall be held by the
Association in accounts clearly identified as the Association's and may be invested in interest
bearing accounts or in certificates of deposit or other like instruments or accounts available at
banks and financial institutions, the deposits of which are insured by an agency of the United
States.
12. CERTAIN RESTRICTIONS, RULES AND REGULATION.
12.1 Applicability. The provisions of this Article 12 shall apply to all of the Lots and
Common Areas and the use thereof but shall not apply to the Declarant or its designees or to
Builders exempted by Declarant from these provisions by a separate contractual agreement.
12.2 Land Use and Building Type. Each Lot and Unit constructed thereon shall be built
and used solely for residential purposes in accordance with the applicable zoning designation of
such Lot and Unit, except for such ancillary or other commercial uses permitted by applicable
zoning codes and other laws and ordinances. However, without limiting the generality of Section
4285358.7 43

12.1, Declarant, its affiliates, Declarant's Permittees, and, to the extent authorized by Declarant,
any Builder and its Subcontractors, may use Lots and Units for model homes, sales displays,
parking lots, construction, development, sales offices, rental and resale offices, management
offices and other offices, or any one or any combination of such uses. No changes may be made
in Units erected or approved by the Declarant (except if such changes are made by the Declarant)
without the consent of Declarant and the ARB as provided herein.
12.3 Easements. In addition to the easements reserved pursuant to Section 5.3 of this
Declaration, easements for installation and Maintenance of utilities also are reserved to the extent
shown on the recorded Subdivision Plats covering the Property and as provided herein. The area
of each Lot covered by an easement and all Improvements in the area shall be Maintained
continuously by the Owner of the Lot, except as provided herein to the contrary and except for
installations for which a public authority or utility company is responsible. The appropriate utility
companies, telecommunications providers, the Association, and Declarant and its affiliates, and
their respective successors and assigns, shall have a perpetual easement for the Maintenance of
water, sewers, storm sewers, electric, gas, telecommunications and cable television lines, cables
and conduits, under and through the utility easements to the extent shown on a Subdivision Plat or
otherwise recorded in the Registry.
12.4 Nuisances. No noxious, offensive or unlawful activity shall be carried on upon the
Property, nor shall anything be done thereon which may be or may become an annoyance or
nuisance to other Owners. Notwithstanding the foregoing, construction, development and
marketing activities of Declarant, Builders or Subcontractors shall not be considered noxious or
offensive, or an annoyance or nuisance.
12.5 Temporary Structures. No structure of a temporary character, trailer, mobile home
or recreational vehicle shall be permitted on any Lots at any time or used at any time as a residence,
either temporarily or permanently, except by the Declarant, its affiliates, Declarant's Permittees,
and, to the extent authorized by Declarant, any Builder or its Subcontractors, during construction.
12.6 Signs. No sign, poster, display dis la or billboard of any kind shall be displayed to the
public view on any Lot, entryways or outside walls of any Unit, any fences on the Property, any
Common Areas, dedicated areas, or any vehicles within the Property, except for the following
signs: (1) any signs regardless of size used by the Declarant and their respective affiliates or as
authorized by Declarant or ARB (in locations and in accordance with applicable design
standards); (2) one sign per Lot not to exceed 144 square inches indicating that the Unit is
monitored by an alarm or monitoring service; or (3) not more than two (2) "political signs"
per Lot as defined in §3-121 of the Act, the maximum dimensions of any such sign shall not
exceed 24 inches by 24 inches. Political signs may not be displayed on a Lot earlier than 45
days before the applicable election and must be removed not later than 7 days after the election
day. No sign of any kind which shall be visible outside the Unit shall be permitted inside a Unit
or on a Lot, except as authorized by Declarant or ARB (in locations and in accordance with
applicable design standards). During the Declarant Control Period, Declarant, its Permittees,
Community Purchaser and any Builder may place any signs on the Property in connection with
construction, sales, leasing, resales and other marketing activities.
4285358.7 44

12.7 Pets,Livestock and Poultry. Only household pets may be kept in any Unit and shall
be allowed to remain in the Unit only if such pet is (1) permitted to be so kept by applicable laws
and regulations, (2) not left unattended on patios or terraces, (3) not kept or maintained for
commercial purposes or breeding, and (4) generally, not a nuisance to Owners or PermittedUsers
of other Units or Lots.No wildlife, livestock or poultry of any kind shall be kept on any Lot or any
Common Areas. Any exception to the pet restrictions set forth in this Declaration must be approved
by the Board, shall apply only to the specific pet and the justification for the exception and the
Owner to which it applies must be set forth in writing and become a part of the official records of
the Association.
All pets must be kept on a leash of a length that affords reasonable control over the pet at
all times when outside the Unit. No household pets shall be permitted to leave excretions on any
Common Areas, except areas designated bythe Association, and Owners shall be responsible to
g
clean up any such improper excretions. For purposes hereof, "household pets" means dogs, cats
and other animals expressly permitted by the Association, if any. Nothing contained herein shall
prohibit the keeping of fish or domestic(household type)birds, as long as the latter are kept indoors
and do not become a source of annoyance to neighbors. By acceptance of a deed, any Owner who
keeps or maintains (or whose Permitted User keeps or maintains)a pet within the Property agrees
to indemnify and hold harmless Declarant and all other Owners from and against any loss, claim
or liability of any kind or character whatsoever arising by reason of keeping or maintaining such
pet within the Property. Pets shall also be subject to all applicable rules.
12.8 Commercial Trucks, Trailers, Campers and Boats.
12.8.1 Within Lots. No vehicle containing any sign, lettering, graphics or logo
referring to any commercial undertaking or enterprise, campers, mobile homes, motorhomes,
boats, house trailers, boat trailers, or trailers of every other description shall be permitted to be
parked or to be stored at any place on any Lot, except (1) during the periods of approved
development or construction on a Lot, or (2) when stored out of view in an enclosed garage on
such Lot, or(3) as permitted by Declarant. No vehicle shall be permitted to be parked or stored at
any place on any Lot unless such vehicle is 3 tons or less. These restrictions on parking shall not
apply to temporary parking of trucks and commercial vehicles, such as for pick-up, delivery, and
other commercial services or to law enforcement vehicles of an Owners or Permitted User of a
Unit. No vehicle which is unlicensed or inoperable may be kept or stored on the Property except
out of view in an enclosed garage on a Lot. No repair work to any type of motor vehicle, boat or
trailer shall be conducted on any Lot other than minor repairs, cleaning or waxing which is
completed in less than 24 hours.
12.8.2 Common Areas. Restrictions on commercial vehicles, campers, mobile
homes, motorhomes,boats, house trailers,boat trailers, or trailers(particularly as to the parking or
storage thereof) shall be imposed and enforced by the Association; provided, however, that no
commercial vehicles, campers, mobile homes, motorhomes, boats, house trailers, boat trailers, or
trailers shall be parked or stored within the Common Areas if the Association prohibits such
parking or storage by regulation or otherwise.
Subject to applicable laws and ordinances, any vehicle parked in violation of these or other
restrictions contained herein or in the rules and regulations now or hereafter adopted by the Board
4285358.7 45

may be towed by the Association at the sole expense of the owner of such vehicle if such vehicle
remains in violation for a period of two (2) or more hours from the time a notice of violation is
placed on the vehicle. The Association shall not be liable to the owner of such vehicle for trespass,
conversion or otherwise, nor guilty of any criminal act, by reason of such towing and once the
notice is posted, neither its removal, nor failure of the owner to receive it for any other reason,
shall be grounds for relief of any kind. An affidavit of the Person posting the aforesaid notice
stating that it was properly posted shall be conclusive evidence of proper posting.
12.9 Garbage and Trash Disposal.No garbage, refuse,trash or rubbish shall be deposited
except as permitted by the Association. The requirements from time to time of the applicable
governmental authority, trash collection company or the Association (which may, but shall not be
required to, provide solid waste removal services) for disposal or collection of waste shall be
complied with. All equipment for the storage or disposal of such material shall be kept in a clean
and sanitary condition. All solid waste containers shall comply with the standards adopted by the
Association (or the ARB) for such containers (the later to control over the former in the event of
conflict).
12.10 Alleys. All alleys shall be used for ingress and egress only to the garages which
they serve and for the furnishing of services by the Association, its agents, vendors or contractors
to the Units and Common Areas. The alleys shall at all times be free from obstructions.No parking,
stopping, recreational activities, dumping or storage shall be permitted in any alley. The speed
limit for all vehicles using the alleys shall be twelve(12)miles per hour.
12.11 Sight Triangles. The Subdivision Plat may identify certain Lots and Common Areas
as being subject to "sight triangles" ("Sight Triangles"). As to any Lot or Common Area subject
to a Sight Triangle, no sight obstructing or partially obstructing wall, fence, foliage, berm, parked
vehicle or sign between two (2') feet and eight (8') feet tall, as measured above the curb line
elevation or the nearest traveled way if no curb exists shall be placed within any area designated
on a Subdivision Plat as a Sight Triangle or other similar designation. An easement is reserved
over all Sight Triangles for the benefit of the Declarant, Association, Town and their respective
agents and contractors for the purpose of removing any such obstruction. A person entering onto
a Lot or Common Area pursuant to such easement for the purpose of removing such obstruction
shall not be deemed a trespasser and shall not be liable for damages to the Association or Owner
of the Lot with respect to the obstruction removed from the Sight Triangle. It shall be the
responsibility of the Association as to Common Areas or Owner as to his or her Lot, as soon as
reasonably practicable following removal of any obstruction from the Sight Triangle, to restore
the portion of the Property previously occupied by the removed obstruction to the condition
required or permitted by the Code and the Governing Documents.
12.12 Seasonal or Holiday Decorations. Any seasonal or holiday decorations (e.g.,
Christmas trees and lights, pumpkins, Easter decorations)not be visible from the street except for
the period of time from thirty (30) days before such season or holiday. Any Owner may apply for
a variance from this provision, and the Declarant during the Declarant Control Period and
thereafter the Board has the sole discretion to determine what is a reasonable period of time for
such variance. The Board shall have the right to require an Owner or Permitted User to remove
seasonal or holiday decorations which create a nuisance in the reasonable judgment of the Board.
4285358.7 46

12.13 Exterior Antennas, etc.. No exterior antenna satellite dishes or similar equipment
shall be installed on any Lot, Common Area or Improvement thereon, unless such antennae,
satellite dishes and similar equipmentapprovedby are the ARB and conform to the conditions and d
requirements imposed by the ARB. Such conditions and restrictions shall be reasonable, and
approval shall not be unreasonably denied or delayed. No radio or shortwave operations of any
kind shall be permitted to operate on any Common Areas or any Unit. The Declarant may erect an
antenna or a master antenna or a cable television antenna for the use of all the Owners, and
Declarant grants and hereby reserves easements for such purposes as more particularly set forth in
Article 15.Notwithstanding the foregoing,to facilitate compliance with The Telecommunications
Act of 1996,the following provisions apply to installation of DBS,MDS,ITFS, and LMDC dishes
less than one (1)meter in diameter, and TVBS antennas:
12.13.1 No payment of any fee shall be required as a condition of
12.13.2 installation.
12.13.3 Any installation must be placed on the Lot in a location which in not
visible from any street, unless such placement would: (a) unreasonably delay or prevent
installation,Maintenance or use; or(b)unreasonably increase the cost of installation,Maintenance
or use; (c)preclude reception of an acceptable quality signal.
12.13.4 The Owner must take reasonable measures to screen the installation.
"Reasonable"means an installation which is consistent with the overall landscape standards of the
Community, but does not (a) unreasonably delay or prevent installation, Maintenance or use, (b)
unreasonably increase the cost of installation, Maintenance of use; or(c) preclude reception of an
acceptable quality signal.
12.14 Solar Panels. No solar panels or other equipment shall be installed on a Lot that,
after installation, are visible by a person on the ground: (1) on the façade of a structure that faces
areas open to common or public access; (2) on a roof surface that slopes downward toward the
same areas open to common or public access that the façade of the structure faces; or (3) within
the area set off by a line running across the facade of the structure extending to the property
boundaries on either side of the façade, and those areas of common or public access faced by the
structure.
12.15 Trees, Shrubs and Artificial Vegetation. No tree or shrub, the trunk of which
exceeds two(2)inches in diameter, may be cut down, destroyed or removed from any Lot without
the prior approval of the ARB. No artificial grass, plants or other artificial vegetation or sculptural
landscape decor shall be placed or maintained upon the exterior portion of any Lot without the
prior approval of the ARB.
12.16 Games and Play Structures. No play or game structures including basketball hoops
or tennis courts shall be located on any Lot unless approved in advance by the ARB. Additionally,
no platform, doghouse, playhouse, storage shed or auxiliary structure of any kind or nature shall
be constructed on any part of a Lot unless approved in advance by the ARB.
12.17 Fences and Walls. The composition, location, color and height of any fence or wall
to be constructed on any Lot, along with the right to construct any such fence or wall, is subject to
4285358.7 47

the approval of the ARB. The ARB shall, among other things, require that the composition of any
fence or wall be consistent with the material used in the surrounding buildings and other fences, if
any. No chain link fences shall be permitted on any Lot or portion thereof, unless installed by
Declarant, its affiliates, Declarant's Permittees, and, to the extent authorized by Declarant, any
Builder, during construction periods or as otherwise approved by Declarant or the ARB.
12.18 Roof Top Terraces. The rooftop terraces for each Unit shall be kept in a clean, neat,
and orderly condition at all times, and shall not be used for the overnight storage of garbage, or for
the drying of laundry. In particular, towels or banners shall not be hung on any railings, and any
dead plants shall be removed promptly. No indoor-outdoor carpeting, hot tub, or other pool shall
be installed on any terrace. Any furniture on a terrace shall be appropriate outdoor furniture and
shall be maintained in a neat, tidy, and good condition. Terraces shall not be used for the storage
of bicycles or exercise equipment. Except for properly contained fires in conventional household
charcoal grills or gas grills which are constantly attended or supervised, no open fires shall be
permitted on any terrace. Each Owner is solely responsible for any fire or other damage which
results from the negligent, careless or improper use of a charcoal grill or gas grill, and agrees to
properly maintain and service such grills so that they do not violate any applicable laws.
12.19 Utility Connections. Permanent building connections for all utilities installed after
a Unit is conveyed to a consumer for residential purposes, including water, electricity, gas,
telecommunications and television, shall be run underground from the proper connecting points to
the structure in such a manner to be acceptable to the County and applicable utility. The foregoing
shall not apply, however, to transmission lines, transformers and other equipment installed by
public utility companies.
12.20 Off-Street Motor Vehicles. No motorized vehicle may be operated off of paved
roadways and drives except as specifically approved in writing by the Declarant or Association for
the purpose of Maintenance or similar purposes and except as operated by the Association,
Declarant or their respective contractors, subcontractors or designees.
12.21 Additional Use Restrictions. With the prior written consent of each of the
Community Purchaser and the Declarant (during the Declarant Control Period), the Board of
Directors of the Association may adopt such additional use restrictions, rules or regulations,
applicable to all or any portion of the Property. The Association may waive or modify application
of those use restrictions which it has authority to enforce with respect to any Lot(s) or Unit(s) as
the Board deems appropriate.
12.21.1 Exemption for Declarant and Builders. To enable the development
of the Property as a fully occupied residential community, neither the Association, nor any Owner
shall do anything to interfere with the activities of the Declarant or any Builder or its
Subcontractors. For so long as the Declarant owns any property within the Community, and for
one year thereafter, nothing in the Governing Documents shall be understood or construed to:
Prevent Declarant, its successors or assigns, or its contractors or subcontractors or any Builder or
its Subcontractors,from doing on any property owned or controlled by Declarant, or its successors
or assigns or any Builder,whatever they determine to be necessary or advisable in connection with
the completion of the development of the Property,including the alteration of its construction plans
and designs as Declarant deems advisable in the course of development. (All models or sketches
4285358.7 48

showing plans for future development of the Property may be modified by the Declarant at any
time and from time to time, without notice); provided, however, nothing in this Section 12.21.1
shall permit Declarant to take any action with respect to the completion of the development of the
Property that otherwise requires the prior written consent or approval of the Community Purchaser
under this Declaration without first obtaining such consent.
12.21.2 Prevent Declarant, its successors or assigns, or their respective
contractors, subcontractors or representatives or any Builder or its Subcontractors, from erecting,
constructing and Maintaining on any property owned or controlled by Declarant, or its successors
or assigns or any Builder, such structures as may be reasonably necessary for completing said
development and establishing the Property as a community and disposing of the same by sale,
lease or otherwise;
12.21.3 Prevent Declarant, its successors or assigns, or its contractors or
or anyBuilder or its Subcontractors, from conductingon anyproperty owned or
subcontractors p p Y
controlled by Declarant, or its successors or assigns or any Builder, the business of developing,
subdividing,grading and constructing Improvements in the Property,or of disposing of Lots and/or
Units by sale, lease or otherwise;
12.21.4 Prevent Declarant, its successors or assigns or any Builder, from
determining in their sole discretion the nature of any type of Improvements to be initially
constructed as part of the Property;
12.21.5 Prevent Declarant, its successors or assigns or its or their contractors
or subcontractors or any Builder or its Subcontractors, from Maintaining such sign or signs on any
property owned or controlled by Declarant, or its successors or assigns or any Builder, as may be
necessary in connection with the operation of any of the Property owned or controlled by
Declarant, or its successors or assigns or any Builder, and the sale, resale, lease or other marketing
of Lots and/or Units;
12.21.6 Prevent Declarant, or its successors or assigns from filing
Supplemental Declarations which modify or amend this Declaration, or which add or withdraw
additional property as otherwise provided in this Declaration; or
12.21.7 Prevent Declarant from modifying, changing, re-configuring,
removing or otherwise altering any Improvements located on the Common Areas.
In general, the Declarant and any Builder or its Subcontractors shall be exempt from all
restrictions set forth in this Declaration to the extent such restrictions interfere in any matter with
Declarant's or any Builder's plans for construction, development, use, sale, leasing, resale or other
disposition of the Property; provided, however, this paragraph shall not be deemed to waive the
obligation of the Declarant to obtain the prior written consent or approval of the Community
Purchaser to the extent otherwise required under this Declaration.
13. COMPLIANCE AND ENFORCEMENT.
13.1 Compliance. Every Owner, and its Permitted User, Tenant, Guest, invitee, officer,
employee, contractor, subcontractor and agent shall comply with the Governing Documents. No
4285358.7 49

immunity, exculpation or indemnification provision of this Declaration shall relieve one or more
Owners from its liabilities as an Owner under this Declaration and other Governing Documents.
No provision of this Declaration shall relieve(a)Declarant or NVR Builder(as hereinafter defined)
from their respective contractual obligations under the NVR Lot Purchase Agreement (as
hereinafter defined), (ii) Community Purchaser or NVR from their respective contractual
obligations under their Community Purchase Agreement, or (iii) Community Purchaser or
Declarant from their respective contractual obligations under that certain letter agreement dated as
of August 30, 2021 with a Re line entitled "Acquisition of Building Pads under the Lot Purchase
Agreement for Towns at LOSO".
13.2 Enforcement. Failure to comply with any of the Governing Documents shall be
grounds for immediate action which may include an action to recover sums for damages,injunctive
relief or any combination thereof.
13.3 Individual Assessments; Suspension of Rights. In addition to all other remedies and
to the maximum extent lawful, the Board of Directors of the Association shall have the right to(1)
impose Individual Assessments for fines on an Owner for failure of an Owner or any of the other
parties described in Section 13.1 to comply with this Declaration or with any rule or regulation, or
13.4 (2) suspend the rights of an Owner whose Assessments are more than 30 days
delinquent; provided that no suspension of rights shall occur or Individual Assessments for fines
shall be imposed without first providing notice of the charge, opportunity to be heard and to present
evidence, and notice of the decision as required by §3-107.1 of the Act.
13.4.1.1 Payment of Individual Assessments. Individual Assessments
shall be paid not later than fifteen (15) days after notice of the imposition or assessment of the
fines.
13.4.1.2 Collection of Individual Assessments. As to Owners, to the
extent no prohibited by law, Individual Assessments shall be treated as a lien for Assessments
subject to requirements of the Act for perfecting a lien and the provisions of Article 11 for the
collection of Assessments.
13.4.1.3 Application of Individual Assessments. All monies received
from Individual Assessments shall be allocated as determined by the Association.
13.4.1.4 Non-exclusive Remedy. The imposition of an Individual
Assessment or suspension of rights shall not be construed to be exclusive and shall exist in addition
to all other rights and remedies to which the Association may be otherwise legally entitled;
however, any Individual Assessment paid by the offending Owner shall be deducted from or offset
against any damages which the Association may otherwise be entitled to recover by law from such
Owner.
14. DEVELOPMENT REVIEW; GENERAL POWERS.
14.1 Members of ARB. During the Declarant Control Period, the Declarant shall be
entitled to determine the number of appoint and remove all members of the ARB. After the
Declarant Control Period, the Board of Directors shall have the right to change the number of,
4285358.7 50

appoint and remove all members of the ARB. Each new member of the ARB shall be appointed by
the Board of Directors and shall hold office until such time as he has resigned or has been
removed or his successor has been appointed, as provided herein.
The members of the ARB shall not be compensated for their services as such, although
they may be reimbursed for their reasonable out of pocket expenses incurred in connection with
the performance of their duties under this Declaration. Such expenses shall be a Common Expense
of the Association. The ARB may, with the approval of the Board of Directors as to amounts,
require the payment of a nonrefundable filing fee as a condition to the consideration of any matter
presented to it, such fees to be applied to expenses of the ARB (including overhead, development,
review, enforcement and other Association expenses reasonably allocable to the ARB) and fees
for professional services and consultants. In addition, the Board of Directors may require, at its
sole discretion, that a structural engineer, architect, or other professional review proposed
construction, with such review to be at the Owner's sole expense.
In addition to the power and duties set forth herein, the ARB shall have the right and duty
to enforce such design and development review, architectural control, Maintenance and other
requirements and restrictions imposed on any portion of the Property by Declarant as Declarant
may, in its sole discretion, elect to have it enforce (subject at all times to Declarant's right to
modify or revoke such right and duty). Such election may be made by Declarant by means of deed
restrictions, contract or by way of an exclusive or non-exclusive assignment of Declarant's rights
to enforce same. Further, Declarant may provide for specific criteria and procedures to be used by
the ARB in such regard (subject to later modification). Absent such provision the ARB shall
proceed in the manner set forth in this Article.
14.2 Review of Proposed Construction. Subject to Section 14.6 below, no Unit, fence,
wall or other structure or Improvement(including landscaping,basketball hoops,birdhouses,other
pet houses, asphalting or other improvements or changes thereto of anykind)shall be commenced,
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altered, removed, painted, erected or Maintained on any Lot or Common Area, nor shall any
addition, removal, change or alteration (including paint or exterior finishing) visible from the
exterior of any Unit be made, nor shall any awning, canopy or shutter be attached to or placed
upon outside walls or roofs of Units or other Improvements, until the plans and specifications
showing the nature, kind, shape, height, materials and location of the same have been submitted
to, and approved in writing by the ARB. The ARB shall approve proposals or plans and
specifications submitted for its approval only if it deems that the construction, alteration,removal
or addition contemplated thereby in the location(s) indicated will not be detrimental to the
whole, and that the appearance of anystructure affected thereby
of the Community as a o e, a pp
will be in harmony with the surrounding structures and is otherwise desirable. The ARB may
condition its approval of proposals and plans and specifications as it deems appropriate, and may
require submission of additional plans and specifications or other information prior to approving
or disapproving material submitted. The ARB may also issue rules or guidelines setting forth
procedures for the submission of plans for approval. The ARB may require such detail in plans
and specifications submitted for its review as it deems proper, including floor plans, site plans,
drainage plans, elevation drawings and descriptions or samples of exterior materials and colors.
Until receipt by the ARB of any required plans and specifications, the ARB may postponereview
of any plans submitted for approval. Upon such receipt, the ARB shall have forty-five (45) days
4285358.7 5 1

in which to accept, accept with conditions or reject any proposed plans. If the ARB does not reject
the plans and specification within such period, they shall be deemed approved.
All changes and alterations shall also be subject to all applicable permit requirements, to
all applicable governmental laws, statutes, ordinances, rules, regulations, orders and decrees.
14.3 Meetings of the ARB. The ARB shall meet from time to time as necessary to
perform its duties hereunder. The ARB may from time to time,by resolution unanimously adopted
in writing, designate a ARB representative(who may,but need not,be one of its members)to take
any action or perform any duties for and on behalf of the ARB, except the granting of variances or
exemptions from the requirements of this Article 14. In the absence of such designation, the vote
of any two (2)members of the ARB shall constitute an act of the ARB.
14.4 No Waiver of Future Approvals. The approval of the ARB of any proposals or plans
and specifications or drawings for any work done or proposed, or in connection with any other
matter requiring the approval of the ARB, shall not be deemed to constitute a waiver of any right
to withhold approval as to any similar proposals, plans and specifications, drawings or matters
whatever subsequently or additionally submitted for approval.
14.5 Inspection of Work. Inspection of work and correction of defects therein shall
proceed as follows:
14.5.1 Upon the completion of any work for which approved plans are required
under this Article, the Owner shall give written notice of completion to the ARB.
14.5.2 Within sixty (60) days thereafter, the ARB or its duly authorized
representative may inspect such Improvement. If the ARB finds that such work was not effected
in substantial compliance with the approved plans, it shall notify the Owner in writing of such
noncompliance within such sixty (60) day period, specifying the particulars of noncompliance,
and shall require the Owner to remedy them.
14.5.3 If the Owner fails to correct such noncompliance within thirty (30) days
from the date of notice, the ARB shall notify the Board in writing of such failure. The Board shall
then determine whether there is a noncompliance and, if so, the nature thereof and the estimated
cost of correcting or removing the same. If a noncompliance exists, the Owner shall correct or
remove the same within a period of not more than forty-five (45) days from the date of
announcement of the Board ruling. If the Owner does not comply with the Board ruling within
such period,the Board, at its option,may either remove the non-complying Improvement or correct
the noncompliance. The Owner shall reimburse the Association upon demand for all expenses
incurred in connection therewith, plus an administrative charge to be determined by the
Association (to cover the Association's administrative expenses in connection with the foregoing
and to discourage the Owner from failing to comply). If such expenses are not promptly repaid by
the Owner to the Association, the Board shall levy Individual Assessments against the Owner and
his Lot for reimbursement.
14.5.4 If for any reason the ARB fails to notify the Owner of any noncompliance
within sixty (60) days after receipt of written notice of completion from the Owner, the
Improvement shall be deemed to have been made in accordance with the approved plans.
4285358.7 52

14.6 Builder Exemption. Notwithstanding the foregoing, as to any Builder,Declarant or
its predecessors or affiliates may provide, in a contract with the Builder or otherwise, blanket
exemption from the provisions of Article 14 or blanket approval of construction activities, site
plans, general housing styles or finishes which may then be constructed or performed on any Lot
without the need for additional written approvals of, or the submission of, specifications, exterior
color and finish, landscape plan, site development or any other matter otherwise required for
submission or payment of any fees to the ARB or the Association. Once granted, such blanket
approval shall be irrevocable and binding on the ARB and Association as to any Lots owned by
Builder or subject to any contract to purchase or option to purchase of Builder. Once blanket
approval is granted, a Builder shall not be obligated to provide any further submittals nor obtain
any other approvals from, or pay any fees to, the Association, Declarant, Board or ARB in
connection with the provisions of this Article 14.
14.7 Community Purchaser Exemption. This Article 14 shall not apply to the activity
of the Community Purchaser.
15. ADDITIONAL SPECIAL DECLARANT RIGHTS.
15.1 General. Notwithstanding any other provision in this Declaration to the contrary,
the Declarant and each affiliate of the Declarant shall have, in addition to the other special
Declarant rights set forth in the Act or the Governing Documents, the rights described below in
Subsections 15.1.1 through 15.1.8 during the Declarant Control Period and with the written
consent of the Community Purchaser prior to exercising any of such rights set forth in Subsections
15.1.1 through 15.1.8:
15.1.1 Effectuation of General Plan of Development. The right to modify the Site
Plan and Subdivision Plat, execute all documents and take all actions affecting any portion of the
Property owned or controlled by it which, in its sole discretion, are desirable or necessary to
effectuate or facilitate the development of the Community.
15.1.2 Platting. The right to plat, re-plat, subdivide and re-subdivide any portion
or portions of the Property owned or controlled by it.
15.1.3 Development Planning. The right to determine, in its sole discretion, the
type of Improvements, if any,to be constructed on any portion of the Property owned or controlled
byit and the Common Areas and the right to revise itsplans concerningsuch Improvements.
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Declarant may exempt any Builder from all or any portion of the provisions of Article 14 of this
Declaration in its contract with such Builder or otherwise.
15.1.4 Construction. The right to construct and Maintain, on any portion of the
Property owned or controlled by it or the Common Areas,any Improvements it considers desirable;
and the right to construct and Maintain sales, marketing, leasing, management or other general
business offices, temporary construction offices, and storage facilities. The rights shall include a
right of ingress and egress by any and all types of vehicles and equipment to, through, over and
about the Common Areas during whatever period of time the Declarant or Declarant's Permittees
is engaged in any construction or improvement work on or within the Community as well as an
4285358.7 53

easement for the parking and storage of materials, vehicles, tools, equipment and the like which
are being utilized in such work.
15.1.5 Marketing. The right to sell, lease, resell, market, promote, operate, and
manage existing and planned Units (and portions thereof), which right shall include the right to
construct and Maintain marketing, sales and leasing offices and models and to be open for business
seven(7)days per week on any p onion of the Property owned or controlled by it and the Common
Areas,to solicit and receive the visits of unlimited numbers of prospective purchasers and Tenants
(all of whom shall have the right while visiting to use parking spaces on the Common Areas), and
to place signs, lighting, flags,banners and other promotional devices on any portion or portions of
the Property owned or controlled by it or the Common Areas without regard to the size or aesthetic
appeal of such signs or devices.
15.1.6 Alteration of Common Areas. The right, without the vote or consent of the
Association or Owners, to expand, alter or add to all or any part of the Common Areas or any
Improvements thereon.
15.1.7 Assignment. The right to assign the foregoing rights, in whole or in part, to
any one or more Declarants or Declarant's assignees by a written assignment recorded in the
Registry.
15.1.8 Use of Common Areas. Anything to the contrary in this Declaration
notwithstanding, during the Declarant Control Period,the Declarant and the Declarant's Permittees
shall have the right to non-exclusive use of the Common Areas, without charge, for sales, leasing,
promotions, special events, signage, display, access, ingress, egress, construction and exhibit
purposes during the period of construction, development, sale or lease of any land, Lots or Units
owned by Declarant and its affiliates within the Community. Further, the Declarant shall have the
right to permit Persons other than Owners, their Permitted Users to use certain portions of the
Common Areas under such terms as Declarant, its successors and assigns, may from time to time
desire without interference from the Association. Without limiting the generality of the foregoing,
the Declarant may grant employees of the Declarant and their families the right to use all Common
Areas.
15.2 Easement. There is hereby created and reserved a blanket easement for the
Declarant and each affiliate of the Declarant to enable each of them and (to the extent authorized
in writing by Declarant)the Declarant's Permittees to exercise the rights set forth in the Governing
Documents free of any interference by the Association or any Owner. For the avoidance of doubt,
the beneficiaries of the easements granted pursuant to this Section 15.2 shall not include any owner
of property that is adjacent to the Community, and any easements to any such owner shall require
the prior written consent of the Community Purchaser.
15.3 Injunctive Relief for Interference. The Declarant and each affiliate or assignee of
the Declarant shall be entitled to injunctive relief for any actual or threatened interference with its
or their rights under this Article,in addition to whatever remedies at law it or they might be entitled
to.
4285358.7 54

16. LEASING AND OCCUPANCY OF UNITS. No Owner other than the Declarant may
occupy or lease a Unit except by complying with the following provisions:
16.1 Residential Use Only. Use and occupancy of the Units is restricted to residential
uses only. These use restrictions shall not be construed in such a manner as to prohibit an Owner
or Permitted User from maintaining his personal professional library, keeping his personal
business or professional records or accounts or handling his personal, business or professional
telephone calls, electronic transmissions or correspondence in and from his Unit to the extent
permitted by applicable law; provided such activities do not interfere with the quiet enjoyment of
other Units; and these use restrictions shall not be construed in such a manner as to prohibit the
uses provided in Section 12.2.Notwithstanding the foregoing, the Declarant and Builders, shall be
permitted to use Units which such entity owns or leases as model apartments, as sales, leasing,
development, marketing, construction, management or other offices.
16.2 Leased Units. An Owner may lease his Unit, provided that any such lease must be
for not less than twelve(12)months. Only entire Units may be leased.No subleases or assignments
of leases of a Unit are allowed. All leases shall be in writing and shall contain the following
provisions:
16.2.1 Each Tenant shall comply, and all leases shall require the Tenant to comply,
with the covenants, terms, conditions and restrictions of the Governing Documents. A violation of
any of the terms of any of the Governing Documents shall constitute a material breach of the lease
and shall constitute grounds for damages,termination of the lease and eviction by the Association.
16.2.2 Pursuant to Section 11.19 of this Declaration, the Association has the right
to collect all rental payments due to the Owner and apply them against unpaid Assessments if, and
to the extent that, the Owner is in default in the payment of Assessments.
16.2.3 The Board of Directors shall have the power and authority to terminate the
lease and/or bring proceedings to evict the Tenant in the name of the Owner if either the Tenant
defaults under the lease or the Association forecloses a lien for unpaid Assessments on the Unit.
16.2.4 This Declaration and other Governing Documents then in effect must be
given to the Tenant by or on behalf of the Owner at or before the commencement of the lease term;
provided, however, that such Tenant's obligations under this Section 16.2 shall not be affected by
the failure to receive the Governing Documents. All tenancies are hereby made subordinate to any
lien filed by the Association, whether prior or subsequent to such lease.
16.2.5 If an Owner fails to include any of the foregoing provisions in any lease,
theprovisions shall be deemed to be included and part of
the lease.
16.2.6 Prior to the time a Tenant takes possession of the Unit, the Owner shall
furnish the Association with a copy of the lease for the Unit. Each Owner or Tenant of a leased
Unit shall be obligated to deliver a copy of the lease to the Association within seven (7)days after
request by the Association.
Notwithstanding the foregoing, this Section 16.2 shall not apply to the activity of the Community
Purchaser.
4285358.7 5 5

16.3 Owner Responsible for Conduct of Permitted Users. The Owner of a Unit, except
a Builder Owner, is responsible for all conduct of each Permitted User of the Unit, including any
claim for injury, loss or damage to Persons or property caused by the acts or omissions of the
Owner's Permitted User(s). Each Owner, except a Builder Owner, shall be jointly and severally
liable with the Permitted User to the Association for any amount which is required by the
Association to repair any injury, loss or damage to the Common Area resulting from acts or
omissions of the Permitted User and to pay any claim for injury, loss or damage to property caused
by the negligence of the Permitted User, and the Association may levy an Individual Assessment
against the non-Builder owned Unit therefor.
16.4 Use of Common Areas. When a Unit is leased, the Permitted User shall have all
use rights in Common Areas and Association Property otherwise readily available for use generally
by Owners, and the Owner of the leased Unit shall not have such rights, except as a Guest of
another Owner or the Tenant. Nothing herein shall interfere with the access and eviction rights of
the Owner as a landlord pursuant to North Carolina law. The Association shall have the right to
adopt rules to prohibit dual usage by an Owner and a Permitted User of Common Areas.
16.5 Declarant's Use. The Declarant, its successors and assigns, shall be permitted to
use Units which the Declarant owns, leases or manages for any activities relating to marketing,
selling,purchasing, reselling,leasing or promoting those Units as well as for models, sales, resales,
leasing, and management offices, overnight accommodations by its designees or any other lawful
purpose.
17. ADDITIONAL RIGHTS OF ELIGIBLE MORTGAGEES.
17.1 Books and Records. Any Eligible Mortgagee shall have the right, during normal
business hours, to examine copies of the Governing Documents, and the books and records of the
Association and, upon written request to the Association, to receive a copy of the financial
statement for the immediately preceding Fiscal Year.
17.2 Notice to Eligible Mortgagees. Eligible Mortgagees shall be entitled to timely
written notice of:
17.2.1 A lapse, cancellation, or material modification of any insurance policy or
fidelity bond maintained by the Association;
17.2.2 Association's meetings and attend such meetings;
17.2.3 Any alleged default by any Owner whose Lot is subject to a First Mortgage
it holds or has insured or guaranteed, if the default is not cured within sixty (60) days after notice
of the default to the Owner;
17.2.4 Any condemnation or casualty loss which affects a major portion of the
Common Areas;
17.2.5 A copy of, within reasonable time after it requests it, financial statement of
the Association for the immediately preceding Fiscal Year;
4285358.7 56

17.2.6 Any lapse, cancellation or material modification of any insurance policy or
fidelity bond maintained by the Association; and
17.2.7 Any proposed action by the Association which would require hereunder the
consent or approval of a specified percentage of Eligible Mortgagees.
After the f the Declarant Control
17.3 Approval of Eligible Mortgagees. 0
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Period, unless at least a majority of the Eligible Mortgagees based on the original principal amount
of their First Mortgages encumbering Units have given their prior written approval, the
Association shall not:
17.3.1 By act or omission seek to abandon, partition, subdivide, encumber, sell or
transfer Common Areas or any other real property which is owned, directly or indirectly, by the
Association. The granting of easements or relocation of easements for utilities or other purposes
shall not be deemed a transfer within the meaning of this subsection.
17.3.2 Change the method of determining the obligations, Assessments, dues or
other charges which may be levied against a Unit;
17.3.3 Fail to maintain property insurance on insurable improvements on the
Common Area on a current replacement cost basis in an amount not less than eighty (80%)percent
of the full insurable replacement value;
17.3.4 Use the proceeds of any property insurance policy covering losses to any
part of the Common Area for other than the repair, replacement or reconstruction of the damaged
Improvements; or
17.3.5 Use the proceeds of any property insurance policy covering losses to any
part of any Townhome in accordance with the terms and provisions of Article 8 of this Declaration
for other than the repair, replacement or reconstruction of the damaged Improvements, if so
applicable.
17.4 Payment of Taxes and Insurance Premiums. Eligible Mortgagees, jointly or
singularly, may pay taxes or other charges which are in default and which have or may become a
charge or lien against any of the Common Area and may pay delinquent premiums on property
insurance policies or secure new property insurance coverage upon the lapse of a policy covering
the Common Areas or Association Property. The Eligible Mortgagees making such payments shall
be owed immediate reimbursement therefor by the Association.
18. AMENDMENTS. This Declaration, Articles and Bylaws shall be amended as follows:
18.1 By the Declarant. During the Declarant Control Period, this Declaration, the
Articles and Bylaws may be amended, changed or added to at any time and from time to time by
an instrument executed by Declarant and recorded in the Registry without the requirement of the
consent of the Association or any of the Owners or their mortgagees; provided, however, (i) no
such amendment, change or addition may be executed by Declarant or recorded without the prior
written consent of the Community Purchaser and(ii)the Association shall, forthwith upon request
4285358.7 57

of the Declarant,join in any such amendments or modifications and execute such instruments to
evidence such joinder and consent as the Declarant shall, from time to time,request.
18.2 By the Association. After the Declarant Control Period, this Declaration, the
Articles and Bylaws may be amended, changed or added to at any time and from time to time by
(a)the affirmative vote or written consent of the Class A Members(through their respective Voting
Members) having not less than sixty-seven (67%) percent of the voting interests of Class A
Members, (b) the prior written approval of the Community Purchaser, and (c) the prior written
approval of Declarant duringthe Declarant Control Period.
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18.3 Scrivener's Errors. Amendments for correction of scrivener's errors or other
nonmaterial changes may be made by the Declarant alone so long as the Declarant owns any
portion of the Community, and thereafter by the Board without the need for approval of the
Owners.
18.4 Limitations on Amendments Affecting Declarant Rights or Community Purchaser.
18.4.1 No amendment shall be permitted which changes the rights, privileges and
obligations of the Declarant or any affiliate of the Declarant respectively without the prior written
consent of whichever of them is affected. Nothing contained herein shall affect the right of the
Declarant to make whatever amendments or Supplemental Declarations are otherwise expressly
permitted hereby without the consent or approval of any Owner or Mortgagee.
18.4.2 No amendment shall be permitted which changes the rights, privileges and
obligations of the Community Purchaser without its prior written consent.
18.5 Amendments Required by Secondary Mortgage Market. Notwithstanding anything
herein to the contrary, with the prior written consent of the Community Purchaser, the Declarant
shall have an absolute right to make any amendments to this Declaration(without any other parry's
consent or joinder including the Association or any Owners) that are requested or required by or
necessitated by a change in the guidelines of the Federal National Mortgage Association ("Fannie
Mae"), Federal Home Loan Mortgage Corporation("Freddie Mac"),U.S. Department of Housing
and Urban Development ("HUD") and U.S. Department of Veterans Affairs (VA"), the
Government National Mortgage Association, or any other governmental, quasi-governmental or
government-chartered entity which owns or expects to own one or more Mortgages on Lots or
portions of the Property within the Community or to insure or guarantee the payment of one or
more such Mortgages or that are requested or required by any institutional First Mortgagee to
enhance the salability of its Mortgages on Lots or portions of the Property to one or more of the
foregoing.
18.6 Mortgagee's Consent. No amendment may be adopted which would eliminate,
modify, prejudice, abridge or otherwise adversely affect any rights,benefits, privileges or priorities
granted or reserved to mortgagees or make any materially adverse change in the sections hereof
entitled"Insurance for Common Areas and Townhomes" or"Restoration of Townhomes after Fire
or Other Casualty" unless a majority of the Eligible Mortgagees whose Mortgages encumber
Townhomes (based on the original principal amount of the Mortgages held by the Eligible
Mortgagees) shall join in the amendment. Except as specifically provided herein, the consent
4285358.7 58

and/or joinder of any lien or mortgage holder on a Unit shall not be required for the adoption of
any amendment to this Declaration and, whenever the consent or joinder of a lien or mortgage
holder is required, such consent or joinder shall not be unreasonably withheld or delayed.
Whenever the consent or approval of an Eligible Mortgagee or other mortgagee is required by the
Governing Documents, or any applicable statute or law to any action of the Association or to any
other matter relating to the Association, the Board, or by the Governing Documents, the
Association shall request such consent or approval of such Eligible Mortgagee or other mortgagee
by written request sent by certified mail, return receipt requested. Any Eligible Mortgagee or other
mortgagee receiving such request shall be required to consent to or disapprove the matter for which
the consent or approval is requested in writing within sixty (60) days after the Eligible Mortgagee
or other mortgagee receives such request. The response of the Eligible Mortgagee or other
mortgagee must be sent by certified mail, return receipt requested (or equivalent delivery
evidencing such request was delivered to and received by the Association) and the response must
be received by the Association. If such response is not timely received by the Association, the
Eligible Mortgagee or other mortgagee shall be deemed to have consented to and approved the
matter for which such approval or consent was requested. Such consent or approval given or
deemed to have been given,where required, may be evidenced by an affidavit signed by a majority
of the Directors, the President or Secretary of the Association, which affidavit, where necessary,
may be recorded in the Register's Office for the County. Such affidavit shall be conclusive
evidence that the applicable consent or approval was given as to the matters therein contained.
18.7 Effective Date. Amendments to this Declaration are valid from the later of the time
of recording in the Registry or such later date specified in the amendment.
18.8 Challenge. No action to challenge the validity of an amendment adopted pursuant
to this Article may be brought more than one(1)year after the amendment is recorded.
19. EFFECT AND DURATION OF COVENANTS. This Declaration shall run with, bind,
benefit and burden all of the Property, and shall run with, bind, and be enforceable by and against
the Declarant, the Association, every Owner, and the respective legal representatives, heirs,
successors and assigns of each, for a term of thirty (30) years from the date this Declaration is
recorded. After that time they shall be automatically extended for successive periods of ten (10)
years each unless an instrument has been recorded in which eighty (80%) percent of the then
Owners and majority of the Eligible Mortgagees (based on the original principal amount of the
Mortgages held bythe Eligible Mortgagees)a ree si signing it to revoke this Declaration in whole
g g by g g
or in part.
20. GENERAL PROVISIONS.
20.1 Notice. Any notice required to be sent to any Member or Owner under the
provisions of this Declaration shall be deemed to have been properly sent when personally
delivered or mailed, postpaid, to the last known address of the Person who appears as Member or
Owner on the records of the Association at the time of such mailing. It shall be the duty of each
Owner to keep the Association advised of his name and addresses and any changes therein.
20.2 Severability. Invalidation of any part, clause or word of the Governing Documents,
or the application thereof in specific circumstances,by judgment or court order shall not affect any
42)15358.7 59

other provisions or applications in other circumstances, all of which shall remain in full force and
effect.
20.3 Performance of Association's Duties by Declarant. Declarant shall have the right
from time to time at its sole discretion,to perform at Declarant's expense the duties and obligations
required hereunder to be performed by the Association. In connection therewith Declarant shall
have the right to reduce the budget of the Association and the Assessments payable by the Owners;
provided, however, that any such performance on the part of Declarant (a) may be discontinued
by Declarant at any time, and any such performance shall not be deemed to constitute a continuing
obligation on the part of Declarant and(b)shall require the prior written consent of the Community
Purchaser in the event that such consent would otherwise be required under this Declaration if
such duty or obligation was performed by the Association.
20.4 Conflict. The provisions of this Article control over any inconsistent provisions of
any other portion of this Declaration, any Supplemental Declaration or any other Governing
Documents. In the event of a conflict between any of the Governing Documents, the following
order of precedence shall apply: First, this Declaration (except as to matters of compliance with
the North Carolina Nonprofit Corporation Act, in which event the Articles shall control),Second,
Articles of Incorporation of the Association; Third, Bylaws of the Association; Fourth, rules and
regulations of the Association.
20.5 Effective Date. This Declaration shall become effective upon its recordation in the
Registry.
20.6 Standards for Consent. Approval, Completion, Other Action and Interpretation.
Whenever the Governing Documents shall require the consent, approval or other action by the
Declarant or its affiliates, Association or Architectural Review Board, such consent, approval or
action may be withheld in the sole and reasonable discretion of the party requested to give such
consent or approval or take such action. All matters required to be completed or substantially
completed by the Declarant or its affiliates, Association or ARB shall be deemed so completed or
substantially completed when such matters have been completed or substantially completed in the
reasonable opinion of the Declarant, Association or ARB, as appropriate. As to matters relating to
the Common Areas or the Association,the Governing Documents shall be interpreted by the Board
of Directors and an opinion of counsel of the Association rendered in good faith that a particular
interpretation is not unreasonable shall establish the validity of such interpretation.
20.7 Easements. If any easement provided for in this Declaration fails because at the
time of creation there may be no grantee having the capacity to take and hold such easement, then
any such grant of easement shall nevertheless be considered as having been granted directly to the
Association as agent for such intended grantees for the purpose of allowing the original parties to
whom the easements were originally to have the benefit of such easement. The Owners hereby
designate the Declarant and the Association (or either of them) as their lawful attorney-in-fact to
execute any instrument on such Owners' behalf as may hereafter be required or deemed necessary
for the purpose of later creating such easement as it was intended to have been created herein.
20.8 CPI. Whenever a specific dollar amount is recited in Governing Documents, unless
limited by law or by the specific text hereof or unless held to be unconscionable, such amounts
4285358.7 60

shall be increased from time to time by application of a nationally recognized consumer price index
using the date of recordation of this Declaration as the base year. The index used shall be that
published by the United States Department of Labor, Bureau of Labor Statistics, designated as
"Consumer Price Index, all urban consumers, United States, 1982-84 = 100, all items". If the
Bureau of Labor Statistics shall change the method for determining the consumer price index or in
the event the Bureau of Labor Statistics shall cease to publish said statistical information and it is
not available from any other source, public or private, then the Board shall choose a reasonable
alternative to compute such increases.
20.9 Attorneys' Fees; Enforcement Costs. Unless limited by the Act, in the event that
any legal action or other proceeding is brought for the enforcement of the Governing Documents,
including because of any Assessments, fines, or any alleged dispute, breach, default or
misrepresentation in connection with any provisions of the Governing Documents, the successful
or prevailing party shall be entitled to recover reasonable attorneys' fees, court costs and all
expenses even if not taxable as court costs (including all such fees, costs and expenses incident to
appeals), incurred in that action or proceeding, in addition to any other relief to which such party
or parties may be entitled.
20.10 Principles of Interpretation and Definitions. In this Declaration, unless the context
requires otherwise: (1)the singular includes the plural, and the plural includes the singular; (2)the
pronouns "it", "its", "he", "his", "she", "her", "they" and "their" include the masculine and
feminine; (3) references to contracts and agreements shall be deemed to include all amendments
thereto; (4) references to an "Article", "Section", "section", or"paragraph" shall mean an article
or section of this Declaration; (5) headings and titles of sections, paragraphs, and articles are for
convenience only and shall not be construed to affect the meaning of this Declaration; (6)the word
"shall" is mandatory; and(7)all exhibits, attachments, or documents attached or referred to in this
Declaration are incorporated by reference as if fully set forth herein.
20.11 Litigation. The Association may not commence any litigation, arbitration, legal
action or any other legal proceeding with respect to the Declaration against any non-Owner,
Community Purchaser, any Builder or Declarant, unless two-thirds (2/3) of the Members vote to
approve such proceeding.
21. BROWNFIELDS MATTERS.
21.1 Notice of Brownfields Property. All or a portion of the Property has been classified
and, if appropriate, cleaned up as a brownfields property under the Brownfields Property Reuse
Act of 1997, NCGS Section 130A-310.30 et seq. (the "Brownfields Act") and is subject to that
certain Brownfields Agreement (the "Brownfields Agreement") attached as Exhibit A to the
Notice of Brownfields Property recorded in Book 23254 at Page 922 in the Mecklenburg County
" Theportionof thePropertythat
Register of Deeds (the "Notice of Brownfields Property"). ort o is
g Pity ) p
subject to the Brownfields Agreement and Notice of Brownfields Property is referred to herein as
the"Brownfields Property". The Brownfields Property shall be held, transferred, sold, conveyed
and occupied subject to the Brownfields Agreement and Notice of Brownfields Property, which
shall run with such Brownfields Property and be binding on all parties owning any right, title or
interest in said Brownfields Property or any part thereof, their heirs, successors and assigns, and
shall inure to the benefit of each Owner thereof.
4285358.7 61

21.2 Conveyances. As required by Paragraph 21 of the Brownfields Agreement, any
deed or other instrument conveying an interest in any of the Brownfields Property subject to the
Brownfields Agreement shall contain the following notice in the description section in no smaller
type than that used in the body of the instrument:
This property which is the subject of this instrument is subject to the Brownfields
Agreement attached as Exhibit A to the Notice of Brownfields Property recorded
in the Mecklenburg County land records, Book 23254, Page 922.
21.3 Use. Notwithstanding anything herein to the contrary, consistent with Paragraph
15 of the Brownfields Agreement, the Brownfields Property shall not be used for any uses not
permitted by the Brownfields Agreement and Notice of Brownfields Property.
21.4 Easement for Governmental Access. An easement is hereby established over the
Brownfields Property subject to the Brownfields Agreement and Notice of Brownfields Property
for the benefit of applicable governmental agencies and for the purpose of conducting
environmental assessment or remediation at or on such Brownfields Property at the direction of,
or pursuant to, a permit, order or agreement issued or entered into by the North Carolina
Department of Environmental Quality("DEQ").
21.5 Strict Compliance. Reserved.
21.6 Enforcement. For purposes of NCGS Section 130A-310.35(f),the Association shall
have the power, right and obligation to administer and enforce the Brownfields Agreement and
Notice of Brownfields Property both as an owner of land subject thereto (and as a person eligible
for liability protection under the Brownfields Act) and also on behalf of all Lot Owners and
members of the Association. The Association shall be a person eligible for liability protection
pursuant to the Brownfields Act. Each Owner of a Lot shall cooperate with the Association
regarding the Association's responsibilities relating to the Brownfields Agreement and Notice of
Brownfields Property.
21.7 Violations. The Association shall have the authority to treat any violation of the
Brownfields Agreement or the Notice of Brownfields Property as a violation of this Declaration
and to undertake any and all enforcement remedies provided herein or available at law. In the event
of becoming aware of a violation of the Brownfields Agreement or the Notice of Brownfields
Property by an Owner, the Association has the obligation to undertake reasonable enforcement
actions to correct such violation. The failure by any Owner to remedy or correct any such violation
after any applicable notice and cure period to the reasonable satisfaction of DEQ could result in
such Owner's loss of liability protection afforded by the Brownfields Agreement and the
Brownfields Property Reuse Act. The Association shall notify DEQ of any violations of the
Brownfields Agreement or the Notice of Brownfields Property by an Owner of a Lot and any
associated enforcement actions taken or planned within thirty(30)days of such violation becoming
known to the Association.
21.8 Cash Reserve. Reserved.
21.9 Brownfields Obligations. In connection with the Notice of Brownfields Property
and associated Brownfields Agreement, the Association shall be responsible, on behalf of all Lot
4285358.7 62

Owners, for: (i) conducting an annual inspection of a Lot Owner's property to determine
compliance with the requirements of the Agreement; (ii) submitting a LURU by January 31 of
each year on behalf of all Lot Owners; and (iii) submitting to DEQ copies of deeds and other
instruments of conveyance contemplated by Paragraph 21 of the Brownfields Agreement.
21.10 Brownfields Assessments. The Association shall have such powers to assess Lot
h expense of maintenance, re ortin and other actions arisingunder the
Owners for the e pe se annualreporting
Brownfields Agreement and Notice of Brownfields Property (the `Brownfields Assessments");
provided, however, that any such Brownfields Assessments shall be assessed equally against all
Lots and shall require the prior written approval of the Community Purchaser.
22. MANDATORY TRANSFER OR TERMINATION OF DECLARANT'S RIGHTS TO
COMMUNITY PURCHASER. Declarant has entered into that certain Lot Purchase Agreement,
effective June 18, 2020 (as amended, the "NVR Lot Purchase Agreement"), by and between
Declarant and NVR, Inc., a Virginia corporation t/a RYAN HOMES (together with its successors
and assigns under the Lot Purchase Agreement, collectively, "NVR Builder")to sell all of the Lots
to NVR Builder. Notwithstanding anything to the contrary set forth in the Governing Documents,
upon both Declarant and NVR Builder no longer owning any Lots or other real property in the
Community, all of Declarant's rights as Declarant under this Declaration shall be automatically
deemed assigned to Community Purchaser without the necessity of any further action by either
party; provided, however, (a) Community Purchaser shall not be deemed to assume any of the
obligations of Declarant under this Declaration other than those obligations first arising from and
after the date of such assignment, and (b) Declarant shall execute an assignment of all of
Declarant's rights under this Declaration in a recorded instrument that is reasonably approved by
Community Purchaser, which assignment shall be recorded by Declarant in the land records of
Mecklenburg County, North Carolina.
23. COMMUNITY PURCHASER'S RIGHTS. Notwithstanding anything to the contrary
contained in the Governing Documents, in no event shall the Association, Declarant, Board or
Class B Member take any action under this Declaration that would have a material and adverse
impact on Community Purchaser's intended use of the Community as a single family townhome
rental community with all townhomes located therein being owned by Community Purchaser.
[signature page follows]
4285358.7 63

IN WITNESS WHEREOF,each of the undersigned has executed this Declaration as of the
date first above written.
DECLARANT:
BOULEVARD AT 4920 OLD PINEVILLE,LLC
By: BOULEVARD REAL ESTATE ADVISORS,LLC,
its Manager
By:
Christopher J. Branch
STATE OF NORTH CAROLINA )
COUNTY OF MECKLENBURG )
I certify that the following person(s)personally appeared before me this day,each acknowledging
to me that he or she voluntarily signed the foregoing document for the purpose stated therein and
in the capacity indicated: Christopher J. Branch. f
Witness my hand and official seal, this the I Z day ofa-56 , 2022.
CJL&_d
Notary Public
CHRISTINE L MORROW' Print Name:Ch'�4 n€ L Mo 1.
NOTARY PUBLIC My Commission Expires: I 0' '2L)2,471
MECKLENBURG COUNTY, NC
[NOTARY SEAL] (MUST BE FULLY LEGIBLE)
64

Exhibit A
LEGAL DESCRIPTION OF PROPERTY
Lying and being situate in Mecklenburg County, North Carolina, and being more particularly
described as follows:
Being all of that certain real property identified as Lots 1-48 (inclusive) and "Common Area"
(including, without limitation, Atlantis Lane (private street), Bircham Drive (private
street), Colquitt Court(private street),Cleburne Court(private street)and Thorndale Lane(private
street)) as shown on a plat entitled "A REVISION OF TOWNES AT LOSO AKA PINEVILLE
TOWNS, PHASE 2" recorded in Map Book 71 at Page 579 in the Office of the Register of
Deeds of Mecklenburg County, NC.
4285358.7

Exhibit B
EMERGENCY ESCAPE AND RESCUE EASEMENT AREA
Please see attached
4285358.7

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CHARLOTTE,NC 28203 4920 OLD PINEVILLE ROAD ��
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Fax cue 9B0E12301 CHARLOTTE, NC \ ¢
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Consent of Lien Holder
United Bank ("Lien Holder") is the current holder of a Deed of Trust, Assignment of Rents,
Security Agreement and Fixture Filing from Boulevard at 4920 Old Pineville, LLC, a North
Carolina limited liability company("Borrower")in favor of Lien Holder dated November 4, 2021
and recorded November 4,2021 with the Mecklenburg County,North Carolina Register of Deeds
at Book 36729, Page 206 (the "Deed of Trust"). Lien Holder hereby consents to the grant and
recordation of that certain Declaration of Covenants, Restrictions and Easements for Townes at
LoSo (the "Declaration") by Borrower encumbering the Property described in the Deed of Trust,
and joins in the execution hereof solely as Lien Holder and hereby does agree that in the event of
the foreclosure of the Deed of Trust, or a deed in lieu of foreclosure of the Property described in
the Deed of Trust under judicial proceedings, the Declaration shall survive any foreclosure and
sale of the Property, the Property shall be sold subject to said Declaration, and all rights and
interests granted thereby shall be unaffected. The execution of this Consent by Lien Holder shall
not be deemed to impose upon Lien Holder any of the liabilities,duties or obligations of Declarant
under the Declaration,unless and until Lien Holder acquires title to the real property encumbered
by the Deed of Trust, as a result of a foreclosure or otherwise. Lien Holder executes this Consent
solely for the purposes set forth above. ��,/,'1, �L��'�p �/'
SIGNED AND EXECUTED this 1 day of Cie_-�IObe. ,2022.
UNITED BAN
By:
Name: C . i,v 4;rs"-
Title: S VP
STATE OF NORTH CAROLINA )
COUNTY OF MECKLENBURG )
I certify that the following person(s)personally appeared before me this day,each acknowledging
to me that he or she volunpril igned the foregoing document for the purpose stated therein and
in the capacity indicated:(� / awl 5LYt�S 1
Witness my hand and official seal,this the I� day of DVAOb,2022.
akt-r—LS&—PL/ 1... Mc.ry-in.,_i
Notary Public
- Print Name: 0)(1rim ne. 1- • (' ri2s1,_)
CHRISTINE L MORROW My Commission Expires: 1 D- 7 'i024
NOTARY PUBLIC
MECKLENBURG COUNTY, NC [NOTARY SEAL] (MUST BE FULLY LEGIBLE)

Consent of Lien Holder
NVR, Inc. ("Lien Holder"), is the current holder of a Deed of Trust from Boulevard at 4920 Old
Pineville, LLC, a North Carolina limited liability company ("Borrower")in favor of Lien Holder
dated September 9, 2021 and recorded September 9, 2021 with the Mecklenburg County, North
Carolina Register of Deeds at Book 36511,Page 152,as subordinated by that certain Subordination
and Intercreditor Agreement dated November 4, 2021 and recorded November 4, 2021 with the
Mecklenburg County, North Carolina Register of Deeds at Book 36729, Page 650 (as
subordinated, the"Deed of Trust"). Lien Holder hereby consents to the grant and recordation of
that certain Declaration of Covenants, Restrictions and Easements for Townes at LoSo (the
"Declaration")by Borrower encumbering the Property described in the Deed of Trust,and joins in
the execution hereof solely as Lien Holder and hereby does agree that in the event of the foreclosure
of the Deed of Trust,or a deed in lieu of foreclosure of the Property described in the Deed of Trust
under judicial proceedings,the Declaration shall survive any foreclosure and sale of the Property,
the Property shall be sold subject to said Declaration, and all rights and interests granted thereby
shall be unaffected. The execution of this Consent by Lien Holder shall not be deemed to impose
upon Lien Holder any of the liabilities,duties or obligations of Declarant under the Declaration,
unless and until Lien Holder acquires title to the realproperty encumbered by the Deed of Trust,
as a result of a foreclosure or otherwise.Lien Holder executes this Consent solely for the purposes
set forth above.
SIGNED AND EXECUTED this 1?-- da s (Nov ,2022.
NVR,IN Itif AM" Lb
•.`ter
STATE OF NORTH CAROLINA )
COUNTY OF MECKLENBURG )
I certify that the following person(s)personally appeared before me this day,each acknowledging
to me that he or she voluntarily sid�ed the foregoing document for the purpose stated therein and
in the capacity indicated: VI(L MYL1 clvAr
Witness my hand and official seal,this the I day of U *A( ,2022.
p y ut.t- •
Notary Pub c
tatting/14
I
PrintName:
. Note` '-••A + My Commission Expires: I0' " ZO S
'o oubtiZ�:'• [NOTARY SEAL] (MUST BE FULLY LEGIBLE)
°.•i°0i7 Coun 1y