BEAUFORT COUNTY SC- ROD

BK 0283S PGS1S29-19Q5

DATE:04/3PttflQ9 0139:23 PM

IMSTS20Q902442B RCPTSS531Q4

FIRST AMENDED AND RESTATEDDECLARATION OF

COVENANTS, CONDITIONS AND RESTRICTIONSAND PROVISIONS FOR MEMBERSHIP IN

ROSE HILL PLANTATIONPROPERTY OWNERS ASSOCIATION, INC.

This Document is Property ofRose Hill Plantation Property Owners Association, inc.

Copyright 2009

Prepared By and After Recording Return To:McNAIR LAW FIRM, PA.Suite 400,23-B Shelter Cove LaneHiltoD Head Island, SC 29928(843)785-2171

Book2838/Page1829

TABLE OF CONTENTS

PART ONE - GENERAL RETCKENCES:

ARTICLE I INTRODUCTIONSection l.l PreambleSection 1:2 Definitions

ARTICLE H PROPERTY DESCRIPTIONSection 2.1 Property Description

PART TWO - LAND USE RESTRICTIONS

ARTICLE in PROPERTY SIGHTS/LAND USE RESTRICTIONSSection 3.1 Use of Property 9Section 3.2 Architectural Review Board 10Section 33 Architectural Review of Specifications for

NEW Construction or Additions, Reconstructions,Alterations or Changes in Structures, LandscapingAnd Siting 10

Section 3.4 Exterior Antennas, Towers and Solar Panels 11Section 3.5 Tree Removal 11Section 3.6 Service Yard IISection 3.7 Minimizing Construction ^Disturbances 12Section 3.S Temporary Structures. Outbuildings and

Construction Site Clean Up 12Section 3.9 Water and Sewage 12Section 3.10 Minimum Required Square Footage 12Section 3.11 Accessory Buildings 13Section 3.12 Animals 13Section 3.13 Completion of Construction 14Section 3.14 Unsightly Conditions 14Section 3.15 Offensive Activity 14Section 3.16 Other Buildings and Restrictions on Types

of Vehicles 14Section 3.17 Signs ISSection 3.1S Restrictions of Use of Roadways ISSection 3.19 Landscaping Maintenance 15Section 3.20 Right of Entry 16Section 3.21 Consolidation of Lots/Modification of Boundaries 16Section 3.22 Interval Ownership 16Section 3.23 Rental Restrictions/Leases 16

ARTICLE IV IIWIRONMENTAjL CONTROLSSection 4.1 Topography and VegetationSection 4.2 Certain ControlsSection 4.3 Environmental Hazards

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Section 4.4 Erosion ia Common PropertySection 4.5 Lagoon and Wetland EasementsSection 4.6 Standard of Reasonableness

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FART TBREE - PROVISIONS FOR ROSE SELL PLANTATION PROPERTY OWNERSASSOCIATION, INC.

ARTICLE V ASSOCIATION MEMBERSHIP AND VOTING RIGHTSSection 5.1 Functions of the Association 19Section 52 Membership 19Section 53 Voting Rights 19Section 5.4 Exercise of Voting Bigots 19Section 5.5 Ey-Lavra 2QSection 5.6 Board of Directors 2QSection 5.7 Owners to Have Power of Referendum

ia Certain Instances 21Section 5.8 Quorum Required for Any Action Authorised at

Regular or Special Meetings of the Association 21Section 5.9 Proxies 21Section 5.10 Right of Owners to Call Special Meetings 21

ARTICLE VI DUTIES, OBLIGATIONS, FUNCTIONS AND SERVICESOF THE ASSOCIATIONSection 6.1 Association 22Section 62 Limitation on Duties and Obligations 22Section 63 Powers of the Association 22Section 6.4 OxvnersMp and Maintenance of Common Properties 22Section 6.5 Authorized Services 23Section 6.6 Mortgage and Pledge 24Section 6.7 Information 24Section 6.3 Audits 24Section 6.9 Insurance Requirements 24Section 6.10 Indemnification 26

ARTICLE VH ASSESSMENTSSection 7.3 Creation of the Lien and Personal Obligations

of Assessments 26Section 72 Authority to Assess Owners; Time of Payment 27Section 73 Purpose of Assessments 27Section 7.4 Amount of Annual Assessments 28Section. 15 Special Assessments 29Section 7.6 [RESERVED] 29Section 7.7 Reserve Fund 30Section 7.8 Date of Commencement and Proratioa of

Annual Assessments 3DSection 7.9 Duties of the Board of Directors 30Section 7JO ESect of Non-payment of Assessment

Remedies of Association 30Section 7.11 Subordination of me Lien to Mortgages 31Section 7.12 Exempt Property 3J

HIL7DNHEAD-ffiS7fi'l?I.M9

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Book2838/Paae1831

ARTICLE Vm PROPERTY JRIGHTS AND COMMON PROPERTYSection 8.1 Owners' Easements of Enjoyment 31Section 8.2 Title to Common Property 31Section S3 Extent of Owners* Easements 31Section 8.4 Use of Common Property, liability of Association 32

ARTICLE EC SFECIAJL KESTEIC11ONSSection 9 J Golf Fainray Residential Areas 33Section $2 Equestrian Residential Lots 34Section 9.3 Marshiront Residential Lots and Waterfront

Residential Lots 35Section 9.4 Pstio Home Lois 36Section 9.5 Belfair Point Lot 37Section 9.6 Mansion Property 38Section 9.7 Polo Fields 38Section 9.S Open Space 3S

ARTICLE X RULES AND KEGULATIONSSection 10.1 Establishment of Rules and Regulations 35Section 30.2 Authority and Enforcement 39Section 10.3 Procedure 4Q

PART FODR - GENE&AT PROVISIONS

ARTICLE XI

ARTICLE XH

ARTICLE Xffi

ARTICLE X3Y

GENERAL PROVISIONSSection 11.1 EasementsSection 11.2Section 113Section 11.4Section 11.5Section 11.6Section 11.7

Ingress and Egress; RoadwaysAdditional CovenantsRemedies in the Event of Violation or BreachSeverabiifty and Rule Agamst PerpetuitiesModifications and AdditionsRight of Repurchase

Section 12.1 Amendments

NOTICESection 13.1Section 13.2Section 13.3

How Notice GivenNotice lo Co-OwnersJNotice of Address or Ownership Change

, SEVERABIUTY AND INTORPRETAHQNSection 14.1 Who May Enforce GenerallySection 14.2 Enforcement by the AssociationSection \3 Agamst "Whom May the Covenants be EnforcedSection 14.4 LitigationSection 14.5 Means of EnforcementSection 14.6 SeverabiliiySection 14.7 Interpretation

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Section 14.8 Authorized Action 45Seeiacm 14.9 Gender, Tense and Number 45Section 14.10 No "Waiver 45Section 14.11 Captions 45Section 14.12 No Implied Liabilities or Duties 43Section 14.13 Duration 45Section 14.14 Savings Clauses 46Section 14.15 Protection of Mortgagees and Other Encumbrances 46Section 14.16 Attorney-Fees 46Section 14.17 Owner's Kights and Obligations Appurtenant 46

EXHIBIT "A*

EXHIBIT ecB'

PROPERTY BESCRIPTtOK

BY-LAWS

48

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STATE OF SOUTH CAROLINA } FIRST AMENDED AND RESTATED) DECLARATION OF COVENANTS,} COiromQNS Am) RESTRICTIONS) AND PROYf SEONS FOR MEMBERSHIP) IN ROSE HILL PJUOTATIQN PROPERTY

COUNTY OF BEAUFORT ) OWPiERS ASSOCLOTQN, INC.

THIS FERST AMENDED AND RESTATED .DECLARATION OF COVENANTS,COmmONS AND RESTRICTIONS AND PROVISIONS FOR MEMBERSHIP BSTROSE HHJrP1ANTATION PROPERTY OWNERS ASSOCIA1TONS INC. is made effective the 1 1& day of April,2009 by ROSE HEX PIA^AXEON PROPERTY OW^SASSQprofit corporation (hereinafter referred to as the "Association").

W1TNESSETH:

WHEREAS, Rose Hill Plantation Development Company, a South Carolina general partnership,now fcnosni as Rose H21 Plantation Development Company Limited Partnership, its successors and assigns(hereinafter referred to as fee "Company51), developed certain lands described m Part One, Article 1 of thisDeclaration, located in Beaiafort County, South Carolina; and

, on or about August 18, 1981, the Company executed that certain 'Declaration ofRights, Restrictions, Arnrmative Obligations. Conditions, Etc.r which constitute covenants running withcenain lands of the Rose Hill Plantation Development Company" (hereinafter the "Class "A" Covenants'1),•which -was recorded ia the O£5c3 of the Register of Deeds fcsr Beaufort County, South Carolina (the TRODOffice") in Book 330 at Page 570; and

"WHEREAS, on or about December 3 1 , 1981 , &e Association and the Company executed that certainDeclaration of Covenants And Restrictions Of The Rose Hffl Plantation Property Owners Association, foe.and the Rose Hill Plantation Development Company (the "Master Declaration"), which, was recorded in theROD Office ia Book 339 at Page 966: and

WHES85&3, on or about May 25, 19S2, the Company amended and supplemented the MasterDeclaration by a document entitled "Amendment To Declaration Of Covenants And Restrictions QfThe RoseHill Plantation Property Owners Association, Inc. And The Rose Hill Plantation Development Company",-which was recorded in the ROD Office in Book 347 at Page 1896; and

"WHEREAS, on or about July 27, 1 982S the Company executed and restated that certain "Declarationof Rights, Restrictions, AfSrrnative Obligations, Conditioos, Etc., which constitute covenants running withcertain lands of the Rose Hill Plantation Development Company" (hereinafter the "Restated Class ACovenants"), which was recorded in the ROD QSzcc in Book 351 at Page 1182; and

WHSBEAS, on or ahout February 4, 1983, the Company subjected to the Restased Class ACovenants and the Master Declaration that cenain property fenown as theBeKairEstateLots by amending andsupplementing the Restated Class A Covenants and the Master Declaration by a document entitled" Amendatory Addendum To Declarations Of Covenants, Restrictions, Etc.", which \vas recorded in Hie RODOffice in Book 363 at Page 642; and

WHEREAS, on or about September 26, 1983, tne Company subjected to lire Restated Class ACovenants and the Master Declaration tfaat certain property known as theSyasTractorUnion Camp Tract byamending and supplementing the Restated Class A Covenants and the Master Declaration by a document

"Amendatory Addendum To Declarations Of Covenants, Restrictions, Etc,", which was recorded inthe ROD Office in Book 378 at Page 907; and

WHEREAS, on or about JuJy 3Q, 1984. the Company subjected to fee Restated Class A Covenantsand the Master Declaration feat certain property known as Blocks B2, B3 andB4 ofBelfair by amending andsupplementing the Restated Class A Covenants and the Master Declaration by a document entitled"Asnendatory Addendum To Declarations Of Covenants, Restrictions, Etc., Number Two", which wasrecordedin the ROD Office in Book 359 at Page 1791 and which was re-recorded ia Book 420 at Page 1592to correct an error in paragraph 3 thereof and

"WHEREAS, on orabout April 15, 1988, the Company subjected to the Restated Cfess A Covenantsand the Master Declaration lhat certain property known as Blocks B-2, B-3 and Block V by amending andsupplementing the Pvestated Class A Covenants and the Master Declaration by a document entitled"Amendatory Addendum To Oeetarations Of Covenants, Restrictions, Etc., Number Three", which wasrecorded in the ROD Office in Book 499 at Page 1 914; and

WHEREAS, on or about May 10, 1988, the Company amended and supplemented the RestatedClass A Covenants and the Master Declaration by a document entitled "Amendatory Addendum ToDeclarations Of Covenants, Restrictions, Etc., Number Four For Rose Hfll Plantation Applicable To CertainPatio Home Lots", which was recorded in the ROD Office in Book 501 at Page 496; and

WHERE AS, on or about May 10, 1 988, the Company subjected to the Restated Class A Covenantsand the Master Declaration that certain property known as Lot 739, Block J, and corrected an error byamending and supplementing the Restated Class A Covenants and the Master Declaration by a documententitled "Amendatory Addendum To Declarations Of Covenants, Restrictions, Etc., Number Five For RoseHiH Plantation", ^which was recorded in the ROD Office in Book 501 at Page 531; and

"WHEREAS, on or about September 30, 1988, the Company subjected to the Restated Class ACovenants and the Master Declaration that certain property known as BlockK and Block T by amending andsupplementing the Restated Class A Covenants and the Master Declaration by a document entitled"Amendatory Addendum To Declarations Of Covenants, Restrictions* Etc., Number Six for Rose HillPlantation", -which was recorded hi fee ROD Office in Book 512 at Page 517; and

, on orMarch 2S, 19S9, the Company subjected to the Restated Class A Covenants andthe Master Declaration that certain property known as Block T Phase B, Block R. and Sumter Square byamending and supplementing the Restated Class A Covenants and the Master Declaration by a documententitled "Amendatory Addendum To Declarations Of Covenants, Restrictions, Etc., Number Seven for RoseHill Plantation", which was recorded in theROD Office JnBook526atPagcl36a re-recorded in BookS26atPage 1693, and re-recotded again in Book 533 at Page 1690; and

a on orabout April 20, 1989, the Company subjected to the Restated Class A Covenantsand the Master Declaration that cenain property fenown as Block B-4 by amending and supplementing theRestated Class A Covenants and the Master Declaration by a document entitled "Amendatory Addendum ToDeclarations Of Covenants, Restrictions, Etc- Number Eight forRose BiH Plantation", which was recorded inihe ROD Office in Book 527 at Page \4 3 ; and

WHEREAS, on or about July 16, 1989, the Company subjected to the Restated Class A Covenantsand ihe Master Declaration lhat certain property known as Block E-5 and Block V by amending andsupplementing the Restated Class A Covenants and the Master Declaration by a document entitled"Amendatory Addendum To Deetaranons Of Covenants, Restrictions, Etc., Number Nine for ROSE HillPlantation", which was recorded in the ROD OIBce in Book 533 at Page 1 697: and

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WHEB&AS, on or about October 25, 1989, foe Company subjected to the Restated Class ACovenants and the Master Declaration that certain property fcaown as Block S by amending andsuppteraenting the Restated Class A Covenants amd fee Master Declaration by a document entitled"Ainendatoiy Addendltra To Declarations Of Covenants, Restrictions, Ete.r Number Tea for Rase HiliPlantation", which was recorded in the ROD Office in Boole 539 at Page 662; and

WHEREAS, on or about July 23, 199ft, the Association amended and supplemented the ^festerDeclaration by a document entitled "AmendmentTo Declaration Of Covenants And Restrictions QfilieRaseHiU Plantation Property Owners Association, lac. And The Rose Hill Plantation Development Company**.,which wasTecorfed in the ROD G&ce in Book 557 at Page 1573; and

WHEREAS, on orabout June 9, 1992, the Company amended and sc^plemestedtheKestated ClassA Covenants by a document entitled "Amendment To Declaratioa Of Rights, Restrictions, AfrcrsativeObligations, Conditions, Etc., which constitute covenants running with certain lands of the Rose JSUPlantation Development Company", which was recorded in the ROD Office in Book 6*08 at Page 1254; and

"WHEREAS, on or about June 9, 1992, fee Association amended aad supplemented the MasterDeclaration by a document entitled "Amenojnent to Declaration of Covenants And Restrictions QFThe RoseHii! Plantation Property Owners Association, lac., And The Rose Hill Plantation Development CompanyAdopted March 25, 1 992", which was recorded in the ROD Office fo Boot 600 at Page 1263; and

"WHEREAS, on or about December 3 1 , 1995. fee Company amended and supplemented the MasterDeclaration and added feat certain 24 1 .479 acres feaown as the Rose Hill Golf Course - Plat Book 56 at Page18 by a document entitled "Supplementary Declaration Of Covenants And Restrictions Of Rose HfllPlantation Development Con^a^at Page 2574; and

WHEREAS, on or about April 12, 19969 the Company Gtaesded and supplemented the MasterDeclaration and added that certain property known as the Mansion Property by a document entitled"Supplementary Declaration Of Covenants And Restrictions Of Rose Hill Plantation Development CompanyLimited Partnership (Mansion Property)", which was recorded in the ROD Office ia Book 850 atPage 1; and

WHEREAS, on or about June 4a 1996, the Association amended and supplemented the MasterDeclaratJonhyadacunieriteTititfed"^Hfll Plantation Property Owners Association, fee.", which was recorded ia the ROD OSce in Book 863 atPage 403; and

WHEREAS, on or about My 31, 1 998, the Company executed that certain document entitled"Partial Assignment Of Rights Under Covenants", which assigned certain rights of the Company to theAssociation, and which was recorded in the RO0 Office in Book 3 071 at Page 143; and

WHEREAS, on or about May 24, 2QQ1 , the Company and Coastal Ventures of Rose Hill, Inc.subjected to the Restated Class A Covenants andthe Master Declaration thatcertaia property known as BlockW and Future Development C by supplementing the Restated Class A Covenants aad Master Declinratioiibythat certain document entitled "Supplementary Declaration Of Covenants And Restrictions Of Rose HiUPlantation (Club Gate Subdivision}", which was recorded in the ROD OfSce in Book 3423 at Page 949; and

WHEREAS, on or about 3une 1, 2004. the Association amended and supplemented the MasterDeclaration by a document entitled "Amendatory Addendum To Declaration Of Covenants For Rose HiJlPlantation", which was recorded in the ROD Office in Book I9G4 at Page 531; and

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; on or about January 27, 2005, the Association emended and supplemented the By-Lawsby a document entitled "Amendment To The By-Laws For Rose Hill Plantation Property Owners'Association, inc.", which was recorded in the ROD Qfnce in Book 2090 at Page 1772; and

WHEREAS, on or about January 1, 200SS the Company subjected to the Restated Class ACorenantsand the Master Declaration certain propeny known as Block "QI! Phase n by supplementing the MasterDeclaration and Class "A" Covenants by a document entitled "Supplementary Declaration of CovenantsRestrictions of Rose HBl Plantation", -which was recorded m the ROD OSdiee in Book 26S2 at Page S12; and

"WHEREAS, the aforesaid Declaration, Restated Class A Covenants, Amendatory Addeadums,Amendments, Supplementary Dec&oatiaas* Master Declaration. Amendments and Supplements are atthereinafter collectively referred to as the "Existing Declarations"; and

WHEREAS, Part IV Section 3 of the Restated Class "A" Covenants provides that the Companyreserves the right to amend the Class "A" Covenants to add additional restrictive covenants or limit theapplication of the covenants contained therein; and

WHESJEAS, Part IV Section 4 of the Restated Class "A" Covenants provides that the Companyreserves the right to assign to the Association all of its rights contained in the Class "A" Covenants; and

"WHEREASj the Company has assigned said rights pursuant to that certain Assignment ofDeclarant's Rights dated February 9, 2009 and recorded in the ROD OgSce in Book 2816 at Page 71; sod

"WHEREAS, Article VBJ Section 2 of the Master Declaration states that the same maybe amendedby a vote of the members of the Association at a duly called meeting of the Association where three fourths(3/4) of fee votes cast at sucb a meeting in firvor of such proposed amendment; and

WBQESE AS, the Association desires to amend and restate the Existing Declarations as applied to allproperty made subject thereto; and

WHEREAS, the amendments to and restatements of t&e Existing Declarations involve such anextensive change to and substantial rewording thereof that specifically identifying each change to the ExistingDeclarations wotild hinder, rather than assist, an understanding of the amendments:

j on January 2, 2QQ9, notice was given for a special meeting to penait the members of theAssociation to vote on this First Amended and Restated Declaration of Covenants, Conditions andRestrictions and Provisions for Membership in Rose Hill Plantation Property Owners Association, inc.; and

WHEREAS, at a special meeting of the membership of the Association held on February 9, 2009,duly called and at-which a quartan was present the Association, pursuant to a vote of nine hundred sixty-one(961) for and one hundred twenty-eight(12S) against on a vote requiring eight hundred sixteen (SI6) votes toadopt, approved, ratified, and made this First Amended and Restated Declaration of Covenants, Conditionsand Restrictions and Provisions for Membership fa Rose Hill Plantation Property Owners Association, Inc. torestate and replace the Existing Declarations with an effective date of April 1 1. 2Q09.

NOW, IHERjEFQRE, (ha Existing Declarations, except as otherwise hereis provided, are herebyamended, restated, replaced and superseded and the following First Amended and Restated Declaration ofCovenants. Conditions and Restrictions and Provisions for Membership in Rose Hill Plantation PropertyOwners Association, Inc. is substituted in its place such thai all property subject to the Existing Declarations

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shall hereafter be subject to this First Amended and Restated Declaration of Covenants, Conditions andRestrictions and Provisions for Membership in &ose Hill Plantation Property Owners Association, Inc.

ONE -

ARTICXJSIINTRODUCTION

l-l Preamble. This First Amended and Restated Declaration of Covenants, Conditions andRestrictions and Provisions for Membership in Rose Rfll FSsntation Property Owners Association, Inc. (the"Restated Covenants") establishes a governance, strocture and flexible systemof standards and procedures forfee administration, maintenance and preservation of Rose HSU Plantation as a niasier planned eoiarnunity.The Master Plan for Rose HiU Plantation approved by Beaufort County, South Carolina contemplatesresidential, commercial asd recreational uses and theseRestated Covenants arc intended to establish a processfor achieving the goals set out in the Master Plan and to establish relationships and obligations between andamong Owners, users and the-various parcels within Rose Hfll Plantation and the Association.

The Property described herein and any additional property ̂ hich has been or in the future ismade subject to these Restated Covenants by amendment or supplement shall constitute "Rose HillPlantation" referred to in these Restated Covenants. These Restated Covenants shall run with tide to foeProperty, shall govern the development asid use of the Property, and shaR be binding upon the future ownersofany portion of the Property, (feeir respective heirs, successors, successors intitle, and assigns, and any oilierperson or entity that now or hereafter has any legal, equitable, or beneficial interest m any portion of theProperty. These Restated Covenants, the benefits of these Restated Covenants and the aJgbrmative andnegative burdens of these Restated Covenants, whetberper!ainrngtaiteins,beneexisting or to be created or executed in the future, do and shall, in equity and at 5aw, tench and concern,benefit and burden, and nm with the land and any estates hi the landhereia referred to as the Property in theseRestated Covenants and are intended to be covenants aad servitudes burdening andbenefiting all persons nowor hereafter deriving a real property estate in the Properiywhether by assignment, succession or inheritance orother method of conveyance.

1.2 Definitions. The following words and terras, whan usedin these Restated Covenants, or anysupplement or amendment hereto, unless the context clearly sfcall indicate otherwise, shaH have the fijllo wingmeanings:

(a) "Architectural Review Board" or "ASB" shall mean the board appointed by theBoard of Directors to review, approve, and control any and all construction,landscaping, and any improvements within the Properties as more particularlydescribed in Section 3.2 hereof.

(b) "Assessments" shall mean, collectively* any annual assessment, special assessment,specific assessment, or any other assessment approved pursoast to these RestatedCovenants.

(c) "Association" sball mean the Rose Hfll Plantation Property Owners Association,Inc., a South Carolina not for profit corporation, and to its successors and assigns,

(d) "Belfair Point Lot" shall mean that portion of Rose Hifl Plantation known andreierred to as '"Block B-4" also known and referred to as "Lot 3064" comprising

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34.624 acres as shown aid described in Plat Book 35 at Page 360. recorded in theROD Office for Beaufort County, South Carolina.

(e) "Board of Directors" or llBoard" shall mean those duly elected individuals whoserve as the governing body of the Association as more particularly described is theBy-Laws.

(f) "By-Laws'1 or "By-Laws of the Association" shall mean the By-Laws of the RoseHill Plantation Property Owners Association, Inc. in the form attached hereto asExhibit "B" and by reference made a part hereof, as amended from time to time,subject to the Restated Covenants and applicable law;

(g) "Common Property" or "Common Properties" shall mean those tracts of landlocated within the Property with any iinpravemeats tfieteon which arc actnaBydeeded or leased to 8ie Association and designated m said deed or lease as"Common Properties". The term "Common Properties" shaft also include anypersona! property acquired by the Association if said property is designated a"Common Property". All Common Properties are to he devoted to and intended forthe common use and enjoyment of the Owners, persons occupying dwelling placesor accommodations of Owners on a guest or tenant basis, and visiting members ofthe general public (to the extent permitted by the Board of Directors of theAssociation) subject to any fee schedules and operating rales adopted by theAssociation from, time to time.

(h) "Company" shaU mean Rose Hill Plantation Development Company LimitedPartnership, a South Carolina limited partnership (see also ''Declarant").

(i) "Covenants" shall mean this First Amended And Restated Declaration OfCovenants, Conditions And Restrictions And Provisions For Membership fe. RoseHifi Plantation Property Owners Association, foe..

(j) 'Declaration" shall mean this First Amended And Restated Declaration OfCovenants, Conditions And Restrictions AadProvisions For Membership In EaseHill Plantation Property Owners Association, Inc. and any amendments orsupplements hereto which are adopted m accordance with the terms hereof.

(k) "Declarant" shall mean the Rose Hill Plantation Development Company LimitedPartnership, a South Carolina limited partnership (see also "Company").

(1) "Equestrian Center" shall mean the "Rose HiU Stables" as defined hereinbeb^v.

(rn) "Equestrian Residential Lot" shall mean inclusively those Lois numbered: 54-66,69-76,78-101,1Q5-15Q, 152-154,162-16S, 57QS171,197, and 1001-1Q49.

(n) "Family Dwelling Unit" shall mesa and refer to any Lot or parcel containingimprovements intended far use as a single family dwellings including any singlefoirrily detached dwelling, patio home, or townhouse unit.

(o) wGolf Course" shall mean and refer to that certain 241.479 acre parcel withimprovements thereon known as the Rose Hill Plantation Golf Course, as depictedin Plat Book 56 at Page IS, as the same may be amended irom tisae to time.

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(p) "Golf Fairway Residential Lot1' shall mean and refer to any Lot which is adjacent tofee Golf Course.

(q) "Institutional Mortgagee" shall mean any bank, the Federal National MortgageAssociation (FNMA). insurance company, Federal or state credit union, FHAapproved mortgage lending institution, recognized pension fimd investing inmortgages, federal orstate savings and loan association havinga recorded mortgagelien upon any Lot or property or which has acquired and holds title thereto as aresult of foredosHre of any such mortgage lien or by deed in lieu of foreclosure, orany other Sender approved in writing.

(r) "Lot" shall mean any unimproved subdivided parcel of land ia Rose Hill Plantationupon which it is intended that a Family Dwelling Unit be constructed, includingEquestrian Lots, Golf Fairway Residential Lots, Patio Home Lots, Marsfe&ootResidential Lots and Waterfront Residential Lots (see also "Residential Lot").

(s) "Mansion Property" shall raean and refer to that parcel of land situated, lying andbeing in Rose Hill Plantation containing 12.28 acres, more or less, as shawl on PlatBook 55 at Page 183 recorded in fiie ROD Office for Beaufort County, SouthCarolina.

(t) "MarsbfroDt Residential Lot1* shall raean and refer to any Lot which is adjacent tosalt water xoarshland.

(u) "Master Plan" shall mean the plan for the development of Rose E51S Plantationapproved by, and which is maintained by, the Beaufort County PlanningDepartment. References to the "Master Plan" shell be deemed to refer to the latestrevision thereof.

(v) "Member*1 shall mean an Owner entitled to membership in foe Association.

(w) "Occupant" shall mean anyone who resides in 3 Family Dwelling Ifoitassn Owner,lessee, tenant, or as a guest of the Owaer.

(x) "Owner" shall mean one or snore persona, but not more than &ree (3)3 who holdrecord title to a portion of property located within Rose Hill Plantation asdetermined by the -records in the Office of die Register of Deeds for BeaufortCounty. The term "Owner" shall not mean or refer to an Institutional Mortgageeunless and until such mortgagee has acquired title pursuant to a foreclosureproceeding or proceedings in lieu thereof, nor shall the tenn "Owner" nieaa or referto any lessee or tenant of an Owner.

(y) "Patio Home Lot" shall mean a Lot upon which a detached single Family DwellingUnit is or may be constructed, and is among those Lois listed in Section 9.4, eachsubject to special building requirements hereinafter set forth and described herein.

(z) "Person" shaft mean s natural person, coiporation, partnership, limited liabilitycojnpaay or any other legai entity.

(aa) "Polo Estate Lot" shall mean those certain Residential Lots located ta BlacfcF of theMaster Plan of Hose Hill Plantation.

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(bb) "Polo Fields", sometimes referred to on plats of record as the "Equestrian Center",shaft mean that 21.955 acre parcel of land within Rose HiH Plantation as moreparticularly shown and described in Plat 48 at Page 96, recorded in the ROD OfficefbrBeaufert County, Soirth Carolina,

(cc) "Property" shall mean all of the teal property described in and subject to theExisting Declarations.

(dd) "Public and Convmerciai Unit" shall mean each of foe Rose H21 Stables, GolfCQWTSB and tbat certain parcel of real property known and described as Lot 103 onthat certain plat of survey recorded in Plat Book 3d at Page 212 in the ROD GfScefor Beaufort County, South Carolina.

(ee) "Referendum" shall mean and refer to &e power of all or sosie specific portion ofthe Members who are eligible to vote by mailed ballots on certain actions proposedby the membership or by the Board of Directors of the Association as moreparticularly set forth in Section 5.7.

(0) "Reserve Fund" shall mean a segregated general ledger account more particularlydescribed in Section 7.7 hereof.

(gg) "Residential Lot" shaft mean any unimprovedPlantation upon which it is intended that a Family Dwelling Unit be constructed,includtngbut aot limited to Equestrian Lots, Golf Fairway Residential Lots, PatioHoiae Lots, Marsh&ont. Residential Lots, Waterfront Residential Lots and PoloEstate Lots (see also "tot").

(hh) "Restated Covenants" shaft mean and refer to this Firs*. Amended And RestatedDeclaration Of Covenants, Conditions And Restrictions And Provisions ForMembership in Rose Hill Plantation Property Owners Association, Inc. and anyamendments or supplements hereto which arc adopted in. accordance with the Jerrnshereof.

(ii) "ROD Qgice" shaU mean the OfQce of the Register of Deeds of Beaufort County,South Carolina.

(jj) "Rose Hill" or "Rose Hill Plantation" shall mean the planned unit developmentcontaining &e lands described herein.

(kk) "Rose Hill Stables" shall mean that certain 17.244 acre parcel of land "within RoseHill Plantation shown and described in Plat Book 36 at Page 42, recorded in theROD Office, together with the buildings and improvements located thereon.

(U) "Rules and Regalatiaiis" shall mean the rules and regulations promulgated by theBoard of the Association from time to time.

(smn) [RESERVED]

Inn) "Unsubdivided Land" shall mean all unsubdi vided parcels or real property held andintended for future development in Rose Hill. For die purpose of this Declaration,the following classifications of Property shall not be deemed "Unsubdrvided Land";

(i) All lands owned by the Association.

(ii) All lands designated on fee Master Plan or any publication of theAssociation for, or intended for use ass or by actual use if applicable, outdoorrecreation facilities; Public and Commercial Units; animal pastes; or woodland,marsh and swamp conservancies.

(sii) All lands below the mean high water inark

(iv) All lands designated, ia ssiy way, as Cossmon Property.

(v) All lands designated as "Open Space" areas or "Private OpenSpace" areas as shown on plats of record or on fee Master Flan.

{00} t£Waterfront Residential Lot" shall mean any lot which is adjacent to a freshwaterlake, lagoon, pond, creek or river.

2.1 Property Desecration.

(a) The Property. The real property (the 'Troperfcy"}., which is and shall he held,transferred, sold., conveyed, given, donated, leased and occupied subject to feeseRestated Covenants* is the real property contemplated by and made subject to theExisting Declarations, and as more particularly described on Exhibit "A" attachedhereto and made a part hereof.

(b) Additional Property. In addition to the Property described in Section 2.1(a) above,wherever used in ihese Restated Covenants the term the "Property" shall also meanand refer to all property which maybe contiguous to the Property or located nearby,if such property is voluntarily submitted "hereunder by the Association, and if theAssociation is not the owner, -with the consent of the owners) of such additionalproperty. The submission of additional property pursuant to fins Section 2.1 (b) shaBrequire the approval vote of seventy-five^percent (75%) of the eligible Members.

PART TWO - LAM) USE JRJESTRICTIONS

ARTICLE IHPROPERT V RIGHTS/LAND USE RESTRICHONS

3-i Use of Property. The Association does hereby declare that the Property shall be utilized forresidential, recreational and commercial purposes; provided, however, feat commercial activities axepermitted only for portions of the Property depicted in the Master Plan for such uses as described therein andin these Restated Covenants. Nothing contained herein sbaH be interpreted as preventing the Association orits agents, successors and assies &om the leasing of the Go^f Course and Equestrian Center and/or specificportions thereof or the leasing of certain other Common Property for single events. Furthermore, any Publicand Commercial Units may be used, leased, .commercial uses to serve residents of Rose Hill Plantation and/or the general pubh'c inducing but not Hntitedto: proFcssioaal offices; retail stores; banks and after financial services; restaurants; indoor and outdoor

-9-

recreational facilities; and golf, tennis and equestrian facilities. The allowance or approval of a proposedusehereunder shall not be interpreted as a representation that such use complies with any applicablegovernmental zoning and/or land use regulation. Furthermore, notwithstanding anything herein contained,Owners may operate far-profit home offices in Family Dwelling Units provided that said office does notregularly have business visitors, mor involve sales and/or storage of inventory. Furthermore this Section shallnot prevent the Association, from charging user fees or cental fees, or on siteietail, in. conjunction wi&tfaeBseof the Common Properties and any Public and Commercial Unit

3.2 Aicfartectaral Review Board. An Architectural Review Board ("ABB") has been establishedfor the purpose of reviewing and approving or disapproving all activities which ate made subject toarchitectural approval by these Restated Covenants. The ARB shall be composed of three {3} to sine (9)members who shall serve for terms of one (I) to three (3) years, determined by the Board from thne to time.The ARB may engage or contract with consultants as may be necessary to carry out this function uponapproval by foe Board. Design Guidelines, and standards and procedures for review may be published by theARB and made available to Owners orprospective Owners. No approval of plans, location or specifications,and no publication of architectural standards, guidelines, standards andprocedures, by the ASB shall ever beconstrued as representing orimplying that such plans, specifications or standards will, if foUov/ed, result in aproperly designed building or that such standards comply with applicable laws. Any established standards orguidelines may be changed from time to lime at the discretion of the AJRE -without prior notice. THEASSOCIATION SHALL ASSUME NO RESPONSIBILITY FOR THE ACTIONS OR INACTIONS OFTHE ABE AND/ORTHE ASSOCIATION AND ALt OWNERS AC3REETO HOLD THE ASSOCIATIONHARMLESS IN THE EVENT OF ANY DAMAGES SUFFERED THEREBY.

3.3 Architectural Review of Specifications fig-New Construction or Additions. Reconstructions.Alterations or Changes in Structures. Landscaping, and Siting.

(a) No building, dock/pier, fence, gazebo, retaining wall, dock or sea wall, sign, pool,treebouse, exterior lighting, playground equipment, driveways or other structure ormajor landscaping element (that being any landscaping in excess of '25% of the lotarea exclusive of the footprint of Ihe Family BweBmgUnit) shall be erected, placedor altered on the Property until fee proposed building plans, specifications, free and.topographical survey, exterior color and finish, landscape plan including exteriorlighting, plot plan (showing proposed location of such building or structure,setbacks, open space, drives, landscape elements, patios, decks and parking areas)shall have been approved in writing by the ARB except for the repair to aay portionthereof. Refbsal of approval of plans, location or specifications maybebasedby foeAHB upon any reasonable grounds, inctuc&igpurely aesthetic considerations, whichin the ARB's sole discretion shall be deemed sufficient

(b) No alterations in the exterior appearance of any building, landscape element orstructure shall be made without like approval fay &e ARE.

(c) A minimum of two (2) copies of all plans and related data shall be furnished to theARB. or i?s agent, for its recant, and a review fee so cover costs of plan review fayprofessionals and a compliance deposit from the Owner and Owner's contractor maybe required at the tiiae of subroittei. Approval shall be dated and shall not beeffective for construction commenced more than twelve (12) months after suchapproval unless a different expiration time is specifically stated in approval,Disapproved plans and related data shall be accompanied by a statement of itemsfound unacceptable, in theevent approval of such plans is neither panted nor deniedwithin forty-five (45) days following receipt by the ASB of a eonipleted application

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Ronk?838/Paae 1843

with all required documentation and written, request for approval, without othernotice from the ARB or conditionsjfcrce mtqeur, the provisions of this Section 33shall be deemed waived.

(d) Among other items, design guidelines may include suggested or required buildingmaterials, colors, setbacks, buffers, pavingmaterials, plant materials, light fixtures,signs and graphics, benches, trash receptacles, etc.

(e) The placing of individual private mailboxes upon Lots or mandatory guidelinesregelating the- size3 color, siting and construction of ail Tnailboxes shall be subject tofhe ARB's discretion.

(f) To assure that buildings and other structures will be located so thatreasonable view,privacy and breeze will be available to fhe largest practical number of structuresbralt within fhe Property and that structures will be located with regard to thetopography of each property taking into consideration fee location of large trees, aswell as structures previously built or approved pursuant to feis Article for adjacentparcels of land and other aesthetic and environmental considerations, ifie ARB shallhave the right to approve (subject to the provisions of the pertinent law) the precisesite and location of any structure within the Properly. The location shall bedetermined only afierreasonable opportunity is afforded the Owner to recommend aspecific site. In submitting site developraentplans forreview hereunders each Ownershall include calculations verified by an engineer or landscape architect regardingsetbacks, total pervious and impervious surface coverage, open space, grass buildingsquare footage, and any other data Ibal may be requested- Once approved,development consistent with such calculations shall be mandatory.

(g) Solid fences are not permitted to enclose or define any part or portion of any Lotlines. Open fencing is permitted around patios, swimramg pools, stables andpaddocks upon receipt of ARB approval in accordance with this Section. Wire orchain Jink fences shall not be permitted.

(h) The ABB may establish and charge reasonable fees for review of applications andmay require that such fees be paid in fiiU prior to review of any application. Suchfees niay include reasonable costs incuired for review by architects, engineers orother professionals.

3.4 Exterior AaSennas. Towers, and Solar Panels. No television antenna, radio antenna, solarpanels, satellite receiver or other rooftop device may be placed upon any Lot or Family Dwelling Unit;provided, however, that such devices may be allowed by the ASB at its discretion, fo those cases when suchdevices are allowed, the ARB shall have the right to regwiate height, location and other aesthetic features,including the right to require appropriate natural or artificial screening.

3.5 TreeRemoval. Notes, whetheralive,diseasedordead, measuriagsis;(6")inchesorino7ein diameter at a distance of four (41) feet above ground level may be removed without the written approval ofthe ARB.

3.6 Service Yard. Each Family Dwelling Unit shall have a visually screened area to serve as aService Yard and one or more, areas, if necessary., in whicli garbage receptacles, fuel lante?r or similar storagereceptacles, electric and gas meters, air conditioning equipment, and other similar objects muss be placed,Stored, and screened in order to conceal them &om the Common Properties and olher adjacent Lots.

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Household fuel tanks must be peomtted by the appropriate governmental authorities and may be locatedoutside of such screened areas only if located underground. Plans for such fence or screening delineating thesize, design, color, texture, appearance and location must be approved by the ARB prior to construction.

3.7 Minimizing Construction Disturbances. During any construction on a Lot, the Owner andthe contractor sbaQ maintain the construction site in a clean and uncluttered condition, and construction maynot commence before 7:00 a.in. or be continued after 7:00 p.m^ local time, Monday through Saturday, andunder no drauxnstanees penaitted on Stmday. The Board may promulgate rules governing constructionactivities that may limit construction activities at certain times, e.g. holidays.

3.S Temporary Structures, Qutfauildings.aad Construction Site Clean UP. Except as otherwiseset forth in Section 3.16 hereof, no structure of a temporary character shall be placed upon a Lot atany time,provided, however, that this prohibition shall not apply to shelters used by the contractor during theconstruction of any main building; it being clearly understood feat these latter temporary shelters may not, atany time, be used as residences orpennitted to remain on said Lot after completion of construction and must,during construction, be subject to continuous cleanup. After completion of construction, it shall be the soleresponsibility of the Owner to insure that all temporary structures are removed immediately and feat the site iscleaned up and placed in good order. The design size and color of structures temporarily placed on said Lotby a contractor or subcontractor shall be subject to the reasonable aesthetic approval of the ARB,

3 .9 Water aad Sewage. No Family Dwelling Unit may be erected on lie Lot unless suitableprovisions have been made for water and the disposal of sewage by Owner and said provisions have beenapproved by the ARB. No potable water weils maybe drilled or maintained on the Lot by anyone otherthaathe Association, provided, however, that this prohibition is not intended to prevent the ARB from approvingirrigation wells and heating and cooling systems which isclude a closed loop graimdwater "well system,

3.10 Minimum Required Square Footage. No plans will be approved unless theproposadFamilyDwelling Uait has the minimum required size as Mows:

(a) Paiio Home Lots. Patio Home Lot homes sball have a minimum of one thousandone hundred (1,100) square feet of enclosed dwelling area. The maximum encloseddwelling area for single-story dwelling Patio HoraeLothomes shall beone thousand

hundred (1,90B) square feet For multi-story Patio Home Lot homes, theenclosed dwelling area shall not exceed Ewo thousand four hundred

(2,400) square feet, and fee groitnd floor enclosed dwelling area shall not exceedone thousand six hundred (1,600) square feet Forirmfti-story Patio Home Lots, theupper floor walls shall not extend beyond the perimeter of ground Semr walls on fliethree (3) foot setback line side as has been established by Declarant and the ARBa

nor extend beyond such ground floor perimeter on one or more other sides. Theaggregate square footage of all structures erected at least eight (S) inches above thefinished ground elevation shall not exceed two thousand seven hundred (2JQO)square feet

(b) Wood Eden Lots. Lots located in Block "Q" as reflected in the Master Plan andmore particularly described m that certain plat recorded in PlatBoak30 at Page !41in the ROD Office shaft have a niinnnuni ofone thousand four hundred twenty-five(1,425) square feet of enclosed dwelling area.

(c) Lots of teas than one (I iaere in size other than Patio Home Lots. Lots of less thanone (1) acre in size other than Patio Home Lots shall nave a ntiaxEnara encloseddwelling area of one thousand six hundred (25600) square feel plus an attached one

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(I) car garage; or an enclosed dwelling area of one thousand seven hundred 0»7QD)square feet with a detached one (I) car garage. Except, however, that the noininnnaground floor enclosed dwelling area shall be not less than one thousand (1,QQQ)square feeL

(d) Lots of one (1} acre or more in size. Lots of one (1) acre car more in size shall have aminimum enclosed dwelb'ngarea of one thousand eight hundred (1,SGQ) square feetplus, at a jriinirnurn, an attached or detached two (2) car garage with a nainirnumground fioor enclosed dwelling area of one thousand one hundred (19IQO) squarefeet.

The term "enclosed dwelling area" as used in these unnimurn size requirements shall meanthe total enclosed area air conditioned and heated within a Family Dwelling Unit, excluding garages. NoFamily Owelliag Unit shall fae constructed on a Lot that has a height exceeding forty feet (40') above theelevation of the finished surface of the first floor living space of such Family Dwelling Unit All FamilyDwelling Units shall have as a minimum first 9oor elevation not less than that required by applicable law.

3.11 Accessory Buildings. Except as otherwise provided in these Restated Covenants, all Lotsshall be used for residential purposes only. No structure, except as hereinafter provided, shall he erected,altered, or placed or permitted to remain on any Lot other than a single family dwelling with attached garage.Detached accessory buildings may be constructed as follows:

(a) Lots of less than one (1) acre in size may have a detached garage or carportcontaining no areas for residential use;

(b) Lots of one (I) acre or greater but less than two (2) acres in si2e may have adetached building, including guest suite or servants' quarters for use as a dwellingarea, incloding a kitchen and other residential facilities;

(c) Lois of greater than (2) acres rnay have a detached building, including guest suite orservants' quarters, including a kitchen and other residential facilities and, ifdesignated as aa Equestrian Lot, a detached structae(s) for the housing and care ofhorses and/or ponies.

A guest suite or like residential facility with a kitchen rnay he included as part of a mainFamily Dwelling Unit or, if permitted under this Section 3.1 la an accessory building, but suchfecility may notbe rented or leased except as part of a lease for the entire premises, including the main Family Dwelling Uniton such Lot. Such a guest suite may not be leased separate and apart from the main Family Dwelling Unit onsuch Lot No such accessary buildings may be used for business or purposes hi violation of this Declaration-

3.12 Animals. No animals, livestock, or poultry of any kind shall be raised, bred, kept or pasturedon any Lot, except as provided in this Section 3.12 and on any Equestrian Lot as provided in these RestatedCovenants. A reasonable number of common household pets, such as dogs and cats, may be kept on any LotIn order to preserve the aesthetic qualities of the Common Properties, to maintain sanitary conditions on feeProperty, to prevent the spread of worms and infeetiors diseases on the Property, and to maintain a properrespect for other Owners and users of the Caramon Properties, each person who keeps a pet vrifhm a FamilyDwelling Unit shall abide by the following restrictions, conditions, and affirmative obligations:

(a) No pets may be kept, bred, or maintained for any commercial purpose.

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Book283S/Paoe1846

(b) The owner of such pet or pets shall exercise best efforts £o not allow the pets toexcrete upon any Lot or property owned by others or the owner, or to excrete in anyarea within the Common Properties, Open Space, or recreational amenities whichare regularly traversed or in which children may be expected to play.

(c) The owner of such pet shall use a scoop or other device to clean up any defecationor solid excrement left by the pet upon the Common Properties. Open Space,recreational amenities, faSee paths, roadways or any Lot or other portion of feeProperty,

(d) The owner of a pet shall not allow pets to roam unattendEd on any Lot or otherportion of the Property, it being the responsibility of each ffwner to efcher leash theirpets or retaia voice or other control of the peis while out of doors.

(e) The owner shall muzzle any pet which consistently barks or mates noises whichniight be reasonably expected to disturb cither Owners.

The breach of any of the restrictions, conditions, obligations and duties contained in thisSection 3.12 shall "be noxious and offensive activity constituting a nuisance.

3.13 Completion of Construction. The exterior of all structures being constructed upon any Lotmust be completed -within twelve (12) months after the construction of same shall have commenced, exceptwhere such completion is impossible, impractical or "would result in great wardship to the Owner due tos£rifcEss fires, national emergency or natural calamities. Substantially all of the landscaping shown on theplans approved by the ARB must be completed prior to occupancy of the Family Dwelling Unit-

3.14 . Uosight3v Conditions. It shall be the responsibiliEy of the Owner, and his and/or hetsuccessors and assigns, to prevent the development of any unclean, unsightly or unkempt conditions ofbuildings or grounds on the Property which shall tend to decrease the beauty of Rose Hill Plantation,including but not limited to curbside garbage and landscaping debris. AQ garbage receptacles shall, at alltimes, not be visible from the Common Properties.

3.15 Offensive Activity. Nonoxious or offensive activity shall be conducted on any Lot oranyportion of the Property,, nor shall anything be done thereon tending to cause embarrassment, discomibit,annoyance or nuisance to the Rose 1511 Plantation community. There shall not be maintained any plants ordevice or thing of any sort whose normal activities or existence is in any way noxious, dangerous, unsightly,unpleasant or of a nature as may dimmish or destroy the enjoyment of the other Property in fee Rose HfflPlantation by the Owners thereof. Further, while it is understood that the Owners shall have garbagereceptacles, such receptacles shall be for domestic garbage only and the Owner shall mot fae authorized todispose of any hazardous waste materials on a Lot or within the Property. The term "teardaus wastematerials" shall mean any substance, material, waste, gas or particular matter which is regulated by any localgovernment authority, the State of South Carolina or the United States Government as a "ha2ardous waste","hazardous material", "hazardous substance", or "restricted hazardous waste". Furthermore, and withoutlimiting the generaliry of the foregoing, the burning of trash, debris or materials of any fcindshall be deemed anoxious and offensive aca'tnty unless such burning is within a structure approved by the ARB.

3.16 Other Buildings and Restrictions on Types of Vehicles.

(a) Except as otherwise herein provided, no mobile homes, trailer, tent (other thanchildren's icnts on a temporary basis), barn or similar out-building, treehouse,vehicle or structure shall be placed on any Lot at any time, either temporarily or

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Ronk?R3B/P3oe1847

permanently withoutprior approval from, the ABB and such approval shallnonnallybe limited to temporary use of such structures reasonably essential to economical,orderly, and eScient construction during a construction process only. Fool housesand similar outdoor accessary stmctores may be constructed npasi prior writtenapproval of the ARB in accordance with. Section 33. The prohibition, againsttemporary structures, mobile homes* trailers and tents described in this Section 3.16may be temporarily suspended by the Board in the event of a natural disaster such ashurricane or fire.

(b) No boats, boattr3&ers(e!mipertraiiEre.recreatamay be maintained on tbe Property unless garaged at all fanes. The term "truck" asused herein is intended to refer to those vehicles of various sizes and designs fortransporting goods, moving heavy articles, or hauling quantities of cargo and whichare used in a trade or business in which the truck is used because of its commercialcapabilities and not merely as a means of transportation and/or which displayidentification of a commercial enterprise on the exterior of the vehicle. This is notintended to include attractive dual purpose vehicles driven and maintained primarilyas a means of transportation, such as station wagons, mini-vans, jeeps, sport utilitytype vehicles and sport tracks and other pickup-type tracks of three-quarter (3/4)tons or less that do not have exposed signage or logos other than discreetidentification approved by the ARB and do not have exposed equipinentor supplies.Motorcycles, motorbikes, golf carts and recreational vehicles are permitted on theProperty, but such vehicle, as -with afl vehicles and boats, are subject to any Rulesand Regulations adopted by the Board from time to time and subject to applicabletraffic laws and ordinances.

3. 1 7 Signs. Mb commercial signs, including "for rent" or "for sale" and other similar signs, shallbe erected or maintained on a Lot or in a Family Dwelling Unit or anywhere within the Property by anyone,including, but not limited to, the Owner, a realtor, a contractor or subcontractor, except with the xvriUcapermission of the ARB, or except as may be required by pertinent le^l proceedings. If such permission isgranted, the ARB reserves the right to restrict size, color and content of such signs.

3.IS Restrictions of Use of Roadways. Subject to the rights of ingress and egress of Owners andtheir guests, the Board shall have the powers to place any reasonable restrictions upon the use of the privateroadways within the Property, including but not limited to restrictions pertaining to the spe&ds of vehicles,traffic and parking regulations and aoise levels of vehicles. The fact that such restrictions on the use of theroads shall be more restrictive than the laws of any state or local government haviag jurisdiction over theProperty shall not be deemed to make such restrictions unreasonable.

3 .19 Landscaping Maintenance, No weeds, underbrush or other unsightly vegetation shall bepermitted to grow or remain upon any Lot, whether or not improved with a Family Duelling Uzril, and norefuse pi Je or unsightly objects shall be allowed to be placed or suffered to remam anywhere thereon. All Lotsand any improvements placed thereon shall at alt times be maintained in a neat and attractive condition.Landscaping shall be maintained in a nca£, attractive and orderly manner, including maintenance of grass,plants, plant beds, trees, turf, proper irrigation and water/marsh maintenance. J® order to implement effectivecontrol, the Association, its agents, successors and assigns, shall have an easement to and the right to enterupon any Lot or any portion of the Property for the purpose of mowing, pruning, removing; clearing or cuttingunderbrush, weeds or other unsightly growth and trash, which in the opinion of the A&B detracts from theoverall beauty and safety of Rose Hill Plantation, in accordance \vith the provisions of these RestatedCovenants, and, further, to conduct such landscaping and landscaping maintenance activities as may beauthorized as a common expense under these Restated Covenants. In the event that the Board deems it

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Rook?R38/Pane1848

necessary to enter upon any Lot or any portion of the Property to correct any unsightly, unkempt or unsafecondition, including, without limitation, the right to mow and trim unkempt or unsightly vegetation asdetermined hy the Board in its sole discretion, all expenses incurred in such corrective action shaE be theresponsibility of the Owner, and such expenses tnay be charged and collected in like manner against suchOwner as an Assessment obligation.

3.20 Right of Entry. Whenever the Association is permitted by these Restated Covenants tocorrect, repair, clean, preserve, clear out, or do any action on any Lot, Family DwellmgUait or aayportioa ofthe Property, entering the same and taking such action sbsB not he deemed a trespass.

3J2I Consolidation of Lots/Modification olBoundaries.

(a) No Lot shall ha iurther subdivided or its boundary Knes changed except with thewritten consent of the Association. In the event an Owner, or Owners, owning two(2) or more contiguous Lots desire to consolidate such Lots into one (1) Lot, saidOwner or Owners shall apply to Hie Association for approval, which approval maybe granted or withheld in the sole discretion of the Board. In the event the Boardagrees to any such consolidation, in its discretion, <hs Association may then takesuch steps as are reasonably necessary to make this consolidation of record at therequesting Owner or Owners' cost and expense. Upon consolidation theconsolidated Lot shall continue to be considered two (2) Lots for purposes of theseRestated Covenants, including but not limited to any Assessments due hereunder.After construction by Owner of a Family BweflingUnit upon any Lot consolidatedhereunder., the Ovmer shall pay one (1) Assessment for a Family Dwelling Unit andone (1) Assessment for each additional Lot. For example and for illustrationpurposes only, if an Owner owning three adjacent Lots of 0.5 awes eaofaconsolidates such lots in accordance with this section into one (1) 1.5 acre Lot andthereafter constructs a Faimly Dwelling Unit on such one (1) 1 .5 acre consolidatedLot, such Owner shall be obligated to pay one (1) Assessment for a Family DwellingUnit and two (2) Assessments for the two (2) additional Lots.

(b) Notwithstanding the provisions of Article IX, Section 9.2 in no event shall suchconsolidation, of all or a portion of any Lot which results in a Lot or parcel greaterthan two (2) acres result in a kfcthat is, thereafier, an Equestrian Lot without-writtenapproval of the Association unjess either of the Lots comprising the newconsolidated Lot was an Equestrian Lot prior to such consolidation.

3.22 Interval Ownership. Timesharing and devices to effect interval ownership are prohibited. Notime sharing or other forms of interval ownership, including, but not limited to that defined under theVacation Time Sharing Act, and the Vacation Multiple Ownership Act, as codified in title 27, Chapter 32 ofthe South Carolina Code of Laws, 1976, as amended, at Ihe time the Restated Covenants are recorded, shallbe permitted on the Property.

3 .23 Rental Restrictions/Leases. The lease or rental of any Family Dwelling Unit for a period ofless than six (6) consecutive monSis is prohibited. Lease or rental of sny Family Dwelling Unit for a periodexceeding six (6) consecutive months shall not he considered to be a violation of 1iese Restated Covenants solong as the lease of such Family Dwelling Unit is undertaken irx full compliance ivilh these RestatedCovenants and the Rules and Regulations as may be promulgated and published fico&i time to time by theBoard. All lessees or tenants of FamSy D welling Units within the Property shall in all respects be subject tothe terms and conditions of these Restated Covenants. Lessees shall be considered non-members for allAssociation purposes, except, however, the Association reserves the right to require that any lease between an

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Owner of a Faxmfy Dwelling Unit and any tenant thereof Teqoire such tenant to pay Assessments directly tothe Association. The Owner of any leased or rented Family Dwelling Unit shall heresponsible&r any andallvialationsby foerentereAessees of suchFam^and Regulations of the Association,

ARTICLE IVNTROLS

4, 1 Topography and Vegetation. Significant topagtaphic asd/or vegetation characteristics of aLot shall not be altered by removal, reduction, cutting, excavation, fill, or any other means without the priorwritten approval of the ASB.

4.2 Certain Controls-

(a) Erosion Control. To implement effective and adequate erosion control and protectthe beauty of the Property, the Association and its agents spall have die right to enterupon any Lot or otherporiion of the Property before or after a building or structurehas been constructed thereon for the purpose of performing any grading orlandscaping work or constructing and maintaining erosion prevention devices.Provided, however, that prior to exercising its tight to enter upon the Lot or otherportion of the Property forthe purpose of performing any grading or landscaping•work or constructing and maintaining erosion prevention devices, the Association,and agents, successors and assigns, as die case may be, shall give the Owner theopportunity to take any corrective action required by giving the Owner noticeindicating what type of corrective action is required and specifying in that noticethat immediate corrective action mustbe taken by such Owner. Ifthe Owner feils tolake the conective action specified wi&in thirty (39) days &orn such notice, theAssociation, and agents, successors and assigns, as the case may "be, may thenexercise its right to enter upon the Lot in order to take the necessary correctiveaction. The cost of such corrective or erosion prevention measures when performedshall be paid by the Owner thereof wiehin thirty (3 0) days aSer receipt by Owner ofan invoice setting forth ttie cost of such work. If the Owner fails to voluntarily remitsuch reimbursement in a timely manner the Association, and agents, successors andassigns shall be entitled to charge and collect the same is. like manner against suchOwner as an Assessment obligation.

(b) Fire and Pest Control. To ixnpkanoA effective insect, pest and forest fire control,the Association, its successors, assigns, and agents have the right but not theobligation to enter upon any Lot or portion of the Property on which a building orstructure has not been constructed and upon which no landscaping plan has beenimplemented far the purpose of mowing, removing, clearing, cutting, or pruningunderbrush, weeds or other unsightly growth, removing trasha draining standingwater or dispensing pesticides. The cost of this control shall be paid by therespective Owner and the Association shall be entitled to charge and coflect feesame in like manner against such Owner as an Assessment obligation. Such entryshall not be snade until thirty (30) days after such. Owner has beennotifieeE m writingof the need of such work and unless such Owner fails to perform (he work withinsaid thirty (30) day period.

The provisions of this Section 4.2 are desired to promote the health and welfare ofRose HillPlantation and its residents and shall not be construed as aa obligation on the part of the Association to mow,

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clear, cm or prune any Lot, to provide garbage or trash removal services, to perform, any grading orlandscaping work, construct or mainlain erosion prevention devices or storm drainage improvements, or toprovide water pollution control on any privately owned Lot

Entrance upon Property pursuant to the provisions of this Section 4.2 shall in no event bedeemed a trespass.

4.3 EnvirotsmentelHazards. To secure the natural beamy of the Property, the Association maypromulgate and amend &om time to time Rules and Regulations which shall govern activities which may, inits judgment, be environmentally hazardous, such as &e application of fertilizers and pesticides and otherchemicals. Failure of any Owner or tenant to comply -with the requirements of such Rules and Regulationsshall constitute a breach of Che Restated Covenants.

4.4 ErosionJn Common Property. The Association, its successors and assigns, shall have theright, but shall not be obligated, to protect all Common Property from erosion, by planting trees, plants, andshrubs where and to the extent necessary or by such mechanical means as construction and maintenance ofsiltation basins, or other means deemed expedient or necessary by the Association.

4.5 Lagoon and Wetland Easements. AH lagoons, marshlands and wefland areas within the RoseRill Plantation are important aesthetic and jfoactional resources of the Property. An Owner is not permitted toalter the topographic or vegetative characteristics of such areas in any manner without prior written approvalof the Association. To ensure that these important resources remain available for the enjoyment and benefitof all Owners, their guests and invitees, whfle not causing undue hardship to any Owner affected, thefollowing rights and easements are hereby reserved;

(a) A non-exclusive easement for ingress, egress and access to the river, all lagoons,ponds, lakes, drainage systems, marshlands and wetland areas wrthinthe Property bythe Association including the right of the Association to enter upon the designatedareas to construct or maintain any improvements deemed necessary to iacilifcate theaccess to and enjoyment of the river, lagoons, marshlands and wetland areas. Thiseasement shall be in addition to easements depicted on any recorded plat For thepurposes of this paragraph, the designated easement areas shall extend landward fortwenty (201) feet along or around fee entire perimeter of any river., creek, lagoon,marshland and wetland area, whether suchlagoon or \veflandispresentlyexisiingarconstructed ra the future; provided, however, that such reserved easement is notintended to adversely sSect the use or enjoyment of a Lot.

(b) An exclusive right and easement unto the Association, assignable, to a utilitycompany or public service district at die Association's discretion, to cause treatedefBuent to be disposed of by spraying on the Golf Course, Equestrian Center fields,Common Property or other Association property by storing same in storage lagoonsor in any other manner permitted by law. In conjunction with this right andeasement; the Association and ifs assigns arc also granted the exclusive right tocontrol and dictate fee water level to be maintained in all lagoon, marshland and\yetlsnd areas and me right of access to all such areas fo install and maintain anysystem deemed appropriate by the Association for fee distribution of treated effluentinto storage lagoons, marshlands and wetlands in any manner permitted by theregulatory authorities.

(c) An exclusive right and easement (i) to pump water from lagoons, poads, marinas,and other bodies of water located within the Property for the purpose of irrigating

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any portions of the Property, (ii) to drJK, install, locate, maintain, and use wells,pumping stations, water towers, siltation basins and tanks, and related water andsewer treatment facilities and systems within the Common Property, includingwithin any portion of the recreational facilities, or (in) to spray or locate any treatedsewage efSuent within the Common Property, including within any portion of flierecreational facilities.

4.6 Standard of Reasonableness. The rights reserved unto the Association in this Article IVshall not be unreasonably employed and shall be used only where necessary to affect the stated intents andpurposes of the Restated Covenants.

PART THREE - PROVISIONS FOR ROSE Bg.T.. PLANTATIONPROPERTY OWNERS ASSOCIATION, INC.

ARTICLE VASSOCIATION MEMBERSHIP AND VOTING RIGHTS

5.1 Functions of ihe Association. The Association is the eatity responsible for roanageEEient,maintenance, operation and control of the Common Properties in Rose Hill Plantation. The Association isalso the primary entity responsible for enforcement of the Restated Covenants and shall perform its functionsin accordance -with the Restated Covenants, its By-Laws, and South Carolina law.

5.2 Membership. Every Owner shall be a Member of the Association.

53 Voting Rights. The Association shall bave two (2) types of regular voting memberships:

(a) Class "A" Member. A Class "A" Member shall be aU those Owners of ResidentialLots and any type of Family Dwelling Units, whether detached or multi-family.Class "A" Members shall he entitled to two (2) votes for each Family Dwelling Unitowned. Owners of Residential Lots upon which a Family Dwelling Unit has notbeen constructed shall be entitled to one (1) vote for each Residential Lot owned. Itis the intent of this section that, so long as a Lot qualifies as a Residential Lot. anduntil such time as improveraente have been constructed thereon creating a FamilyDwelling Unit, the Owner thereof shall bave only one (1) vote. Once a FamilyDwelling Unit is constructed on such a Lot, the Owner shall thereafter bave a totalof two (2) votes for each Family Dwelling Unit owned.

(b) Class "B" Member. Class "B" Members shaii include ail those Owners ofUnsubdrvidedLand(s)3 if any. A Class "B^Member shall be entitled to a number ofvotes determined by dividing fee annual Assessments paid to the Association withTespectto sucb UnsubdiyidedLand(s) in the previous year by the annual Assessmentfor a Lot for the same previous year, provided, however., that such number of votesshall he rounded to the nearest whole number.

5.4 Exercise of Voting Rights. Except as otherwise specified in the Restated Covenants or theBy-Laws, the vote for each Member shall be exercised by that Member. The number of votes per question orvacancy shall be one (1) per Lot and two (2) perSfisidential Dwelling Unit. The votingrights of any Membermay be suspended by the Board as more specifically set forth herein or in the By-Laws. When any propertyentitling the Owner to membership in the Association is owned of record in the name of two (2) or morepersons or entitles, whether fiduciaries, joint tenants, tenants ia common, tenants in partnership, or any other

HIL7DMHEAD-ff fiVfrtl 1-v9

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manner of joint or common ownership,, or the same is titled in the name ofa trust or a family trust or otherentity, then unless an instrument or order appointing them or creating the tenancy otherwise directs, and acopy thereof is filed -with the Secretary of the Association, the last ballot received on behalf of such Ownerbinds all. Cumulative voting, which is a voting method that allows eligible voters to cast afl of theirboard ofdirector votes for one or more director nominee^), but fewer than ali ttie nominees on the slate of nominees,is specifically prohibited. "Wherever voting or voting rights are referred to in these Restated Covenants andthe By-Laws, such reference shall mean only Members in good standing and otherwise authorised andeligible to vote.

5-5 By-Laws. The By-Lav/s of the Association are established hereusder and shall berecordedwith these Restated Covenants as Exhibit "B" hereto and incorporated herein by reference. Secordaa'on isintended to be noticed to the Members of the Association. The By-Laws shall be binding on all parlies. Inthe event of a conflict between the By-Laws and the Restated Covenants, the Restated Covenants shallcontra).

5.6 Board ofPirectorS- The Board of Directors shall consist of seven (7) orninc (9) members,each elected for staggered three (3) year terms. To qualify, among other matters, each Director must be anOwner eligible to vote. Notwithstanding anything contained herein, the Board shall be allowed to operate fora period of one hundred eighty (ISO) days or such other reasonable period without the requisite number ofDirectors so long as the Board makes good faith efforts to fil! such vacancy in accordance witb the RestatedCovenants.

(a) Vacancies on the Board shall be filled in the following manner:

(i) If a Director vacates a seat on the Board -sn&in &e first thirty (30)months of Ms/her term, a special election must be held within sixty (60) daysfollowing the vacancy using the procedures specified in Article V of the By-Laws.The newly elected Director shall serve the rsmamingterm of the Director and shallbe eligible for election to a Tegular three (3) year term at the conclusion of fee termof the Director replaced.

(ii) If aDirector vacates a seat on fee Board within six (6) months of theexpiratt'oRofhisftierterm, the Board of Directors, at their discretion, oiay leave Sieposition open unta the tune of the regularly scheduled election or appoint a memberto complete the remaining term of the departing Director. The repIacemenCmecnberof the Board must be appointed by the Board ofDirectors by a vote of the majorityof the Board members remaining. Resi^ungDirectayssbaUnotbepenniftedtovotefor replacement Directors.

(in) If a Director seat on the Board is Bert filled or is otherwise vacant,the Board ofDirectors, at their discretion, may leave fee position opemnitfl Ihe timeof the next regularly scheduled election, or appoint a member to fUI the term of thevacant Director seat The replacement member of the Board must be appointed bythe Board of Directors by a vote of the majority of the Board members remaining.

(b) Jn the event that any member of the Board ofDirectors of the Association shall beabsent from three (3) consecutive regular Board ofDirectors meetings or more thana total of four (4) such meetings within any one (1) year period, the Board membermay be considered to have vacated his/her seat in the sole discretion of the Board.The transfer of ownership of Iris only Lot or other property by an Owner whileserving as a Director to a thin! party other than an Owner's spouse or mzst for the

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Book2838/Page1853

benefit of such Owner or such Owner's spouse, or the delinquency of payment ofany Assessment or o&er charges of over sixty (60) days shaft constitute aresignation. In such circumstances the above procedures for replacement ofDirectors shall be applicable.

5.7 Owners to Have Power ofReferendmri aiCertain Instances. Where specifically provided forin this paragraph or elsewhere in these Restated Covenants, the Gamers, or some specific portion thereof,shall have the power to approve or reject certain actions proposed to be taken by the Association byReferendum, including without limitation, the levy by the Association of any special Assessment, or feeaddition or deletion of functions or services which fee Association is authorized to perform. In the event ofmore than fifty percent (50%) of {he eligible votes actually returned to the Association within the specifiedtime shall he in fevor of such actioa, the Referendum shall be deemed to "pass11 and the action Voted uponwill be deemed to have been authorized by the Owners; provided, however, that if a higher percentage voterequired to "pass" shall be specifically expressed herein, that higher percentage shall control in that instance.The Board may not undertake any action requiring a Referendum without complying with the provisionstherefor. In the event of a dispute as to whether a Referendum is required, -within thirty (30) days after theadoption by the Directors of any action which is, in fhe opinion of the Owners, subject to a Referendum, apetition signed by not less than twenty-five percent (25%) of the total Owners of the Association eligible tovote may be filed with the Secretary of the Association requesting that any such action be either repealed orsubmitted to a vote of the Owners, Such a petition will obligate the Directors to hold a Referendum on theaction.

5.8 Quorum Required for Anv Action Authorized at Regular or Special Meetings of theAssociation. The quorum required for any action which is subject to a vote of the Members at an openmeeting of the Association (as distinguished from the Referendum) shall he as follows:

The first time a meeting of the Members ofthe Association is called, subject to the giving ofproper notice under me provisions of Article Xffi, to vote on a particular action proposed tobe taken by the Association, a vote cast by more man fifty percent (50%) ofthe Membershipeligible to vote shall constitute a quorum. If the required quorum is not forthcoming at anysuch meeting, a second meeting may be called subject to the giving of proper notice and therequired quorum at such meeting shall he a vote cast by more than twenty-five percent (25%)ofthe Membership eligible to vote. ID the event the required quorum is sot forthcoming atthe second meeting, a third meeting may he called subject to the giving of proper notice andthere shall be no quorum requirement for such third meetsig. Unless otherwise provided, anyreference hereafter to "votes cast at a duly called meeting" shall he construed to be subject Sothe quorum requirements established by this Section 5.8, and any other requirements for such"duly called meeting" which may be established by the By-Laws of &e Association. For thepurpose of this section, "proper notice" for a meeting at which any proposed action is to beconsidered shaft be deemed to be given when notice is given in accordance with Section 4.04of me By-Laws. This Section 5.S shall not apply when the proposed action is theamendment of these Restated Covenants and the quorum requirements established bySection 12.1 of these Restated Covenants shall govern in that instance.

5.9 Proxies. There will be no proxy voting. Afl voting will occur by ballots provided by theAssociation either in person, by electronic method when available, by mail or by placement in a ballot box atthe Association's office up to and including the date specified in the notice ofthe vole or meeting.

5.10 Eight of Owners to Call Special Meetings. The Board of Directors is required to call aspecial meeting ofthe membership within forty-Five (45) days after a petition requesting such a meeting isfiled with the Secretary of the Association, which petition must be signed by not less than rwenty-fi ve percent

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Book2S38/Paae1854

(25%) of the eligible votes io the Association and which must specify the purpose(s) for which she meetingwill be held arid the matters to be voted on at such special meeting.

DUTIES, OBLIGATIONS, FUNCTIONS ANB SERVICES OF TBS. ASSOCIATION

6. J Association. The Association, its successors and assigns, shall be considered an assignee ofDeclarant, the authorized and ratified agent of the Owners with respect to tfae Junctions specified herein: a&kd party beneficiary under the Restated Covenants; and an owner of a portion of foePropertysubjectto theRestated Covenants. The Association and its successors and assigns shall have fee standing asd authority atlaw or in equity to carry oat and enforce the Restated Covenants.

6.2 Limitation on Duties and Obligations. The AssociatashaH strive tocEirryoutandpntrntoeSect the functions and services specified or reasonably implied in the Restated Covenants; however, thefunctions and services to be carried out or offered by the Association at any particular time sfcaU bedetermined by the Board with due consideration given to fee amount of reserves andrevenucs available to theAssociation, and the relative demands upon the resources which the Association can utilize to maintainCommon Property and to increase the use and enjoyment of the Property as a whole. The Association shallnot be obligated to incur debt or deficits of expenditures over revenues in order to carry out its function(s).

The Association, its directors and ofScers shall not be liable to any Owner or Member,his/her lessees or guests for any damage or injury whfch results from any Rule or Regulation promulgatedpursuant to the Restated Covenants.

6.3 Powers _of the Association. The Association shall have aad may exercise any right orprivilege given to it expressly in the Restated Covenants or, except to the extent limited by the terras andprovisions of the Restated Covenants, grven to it by law, and shall have aad may exercise every other right orprivilege or power and authority necessary or desirabJe to ful fill its obligations imder the Restated Covenants,including the right to engage necessary labor and acqaire use of, or piirchase, necessary property; equipmentor facilities; employ personnel necessary to manage the Common Properly and facilities of the Association;obtain and pay for legal, accounting and other professional services as may be necessary or desirable; and toperform any function by, through, or under contractual arrangements, licenses or other arrangements with anygovernmental or private entity as may be necessary or desirable.

6.4 Ownership and Maintenance of CoromonPraoern'es. TheAssociationsbaUbeaiiSioiiEedtoand its Board ofDirectors empowered to take any and all such action accessary subject to &e limitations setforth, to own and maintain Common Properties and otherreal property and facilities, equipment, furnishings,and improvements devoted to the follosving uses:

(a) for roads or roadways, and parkways along said roads or roadways throughout theCommon Properties and easement areas granted for the benefit of the Property orAssociation;

(b) for leisure trails and bridle paths throughout the Proper^:

(c) for security and guardhouses and buildings used for jnamieaance functions andequipment storage;

(d) for lagoons, marshes, and drainage systems throughout the Property;

(e) forproviding any of Ihe services which the Association is authorised to offer underSection 6.5 of this Article;

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Book2838/Paae1855

(0 for purposes set out in deeds by wbioh Common Properties are conveyed to theAssociation, provided that such purposes shall be approved by the Board of theAssociation and ia conicmance %vi£h these Restated Covenants;

(gj for lakes, playgrounds aadplsymg fields, golf facilities, tennis feeiiities, pools andpool facilities, wildlife areas, fishing facilities, and other reoreationai facilities ofany nature; and

(h) community meeting facilities serving the Properties.

6.5 Authorized Services. The Association shall he authorized, but not required, except byReferendum vote, to provide the fallowing services:

(a) cleanup and maintenance of Lots, Family Dwelling Unit exteriors, toads, roadways,parkways, and easement areas to the extent that it is necessaiy or desirable in thejudgment of the Board for the benefit of the Association aad Rose HiU tosupplement the service provided hy the state and local government, if applicable,and cleanup and maintenance of other Cornman Property and also all public orprivate properties which are located within or in a reasonable proximity to theProperty such that their deterioration would aSect (he appearance, safety or securityof Rose Htfl Plantation as a whole.

(b) landscaping and maintenance of roads and parkways, sidewalks and bridle and•walking paths and any other Common Property;

(c) lighting of Common Properties;

(d) security functions including, but not limited to the employment of security guards,maintenance of electronic and other security alarm, devices and control centers forthe protection of persons and property within the Property, and assistance in theapprehension and prosecution of persons who violate the laws of South Carolinawithin the Property;

(e) insect and pest control to the extent that it is necessary or desirable in the judgmentof the Board to supplement the service provided by the state and local governments;

(f) to take any and all actions necessary to enforce these Restated Covenants and/or anyother covenants and restrictions affecting the Property and to perform any of thefunctions or services delegated to the Association in any covenants or restrictionsapplicable to the Property;

(g) to appoint and administer the ARB;

(h) to construct improvements on Common Property for use for any of the purposes oras may be required to provide the services as authorized m this Article;

(i) to provide administrative services including, but not limited to, legal, accounting andfinancial services and communication services informing Members of activities,notice of meetings, referendmns, etc.. incident to the services authorized hereunder;

(j) to provide garbage and trash collection and disposal;

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Rnok?83R/Paoe1856

(k) to provide yard debris collection and disposal;

(I) to acquire, own, hold, maintain, lease, sell, lien, mortgage, encumber, develop,construct, improve, renovate and generally utilize parcels of real property, includingbut not limited to the Golf Course, Rose Hill Stables and other Public andCommercial Units, in its name or through an affiliate holding company providedthat revenues generated therefrom shaft be used to defray operating costs andAssessments of foe Association; however, the Association shall noEbe authorized tooperate the Golf Course nor the Rose Hilt Stables, it being understood that suchoperation shall be undertaken, by a tenant or licensee of the Golf Course or RoseHfllStables;

(m) to provide She services necessary or desirable in £he judgment of the Board to carryoufc the Association's obligations and business under the tenss of these RestatedCovenants and the By-Laws; and

(n) to improve and maintain property upon which the Association retains or is grantedeasement rights.

6.6 Mortgage andPledge. The Board shall have the power and anthorny to borrow money foruse by the Association, and to mortgage the property of the Association aad to pledge the revenues of theAssociation as security for such loans made to the Association which loans shall be used by the Association inperforming iis authorized functions,

6.7 Information. It shall be the responsibility of the Association to make available forinspection, upon request, during normal working hours or under other reasonable circumstances to Ownersand mortgage lenders snaking loans Co Owners, and to holders, insurers or guarantors of any first mortgage ona Lot, current copies of the Restated Covenants, By-Laws, other Rules sad Regulations relating to theProperty.

6.8 Audits. An audit of the accounts of the Association win be made upon request of ^majorityof the Members in writing to the Board and at such times as the Board deems necessary, but not lessfrequently than every year commencing in the year 20Q9.

6.9 Insurance Requirements. The Association shall at all tones maintain in fell force and effectcasualty (hazard and flood., as applicable), liability insurance and fidelity bond coverage as hereinafterspecified. The insurances required fay this Section 6.9 shall be written by companies which have anAM. Best's rating, or other equivalent rating service, of "A" or above and are authorized to conduct businessin the State of South Carolina and authorized to issue such policy or policies.

(a) Hazard .insurance. The hazard coverage required bereunder shall protect at leastagainst loss or damage by fire or ail other hazards feat are normally covered by thestandard extended coverage endorsement and all other perils customarily covzscd forsimilar structures, including those covered by the standard "covered cause of loss"property coverage form endorsement, or its equivalent, and sfaaS likewise include,but shall not necessarily be Imrited to, the following coverage;

(i) Required Coverage. The Association shall maintain a policy ofprayeity insurance. The policy must cover all of the Common Property, except forthose that are normally excluded from coverage, such as land, finuKhtian,excavation, etc. Fixtures and building service equipment that are considered part of

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Rook283S/Paae1857

the Common Properly, as well as personal property and supplies of the Association,shall be covered. A reasonable deductible shall be determined by the Board eachyear.

(ii) Amount of Insurance. Sasurance sbaU cover fee replacement cost ofthe insured facilities. Coverage shall not be required to include land, foundations,excavation or other items that are usually excluded from insurance coverage.

(iii) Spedal Endorsements. The insurance coverage herein required shallinclude Agreed Amount, Replacement Cost, and inflation Guard Endorsementswhen they can be reasonably obtained. Construction code endorsements such asDemolition Costs Endorsements, Contmgent Liability from Opeiation ofBialdingLaws Endorsements and Increased Cost of Construction Endorsements shall berequired when reasonably necessary and obtainable.

(b) Flood Insurance. If any part of the Common Property or other property owned bythe Association is in a flood hazard zone (as defined by the Federal EmergencyManagement Agency) in which flood insurance ismandatory, Efae Association snattmaintain a policy of Saod insurance and provide for the premiums to ne paid as acoBsmon expense from annual Assessments. The policy should cover any buildingson Common Property or on any other real property, or any persona) property, of theAssociation located in such areas. A reasonable deductible shall be determined bythe Board each year. The smcnmt of insurance should be at least equal to thereplacement cost of all buildings and other insurable ^iUptaLy located in the floodhazard area or, the maximum coverage available for the properly underthe NationalFlood Insurance Program.

(c) Liability Insurance. The Association shall maintain a comprehensive genera]liability insurance policy covering all common areas, public ways and any otherareas comprising Uie Common Property, which, are under its supervision and control.The amount of coverage for bodily injury and property damage for a singleoccurrence shall be determined by the Board each year. The liability insuranceshould provide coverage for the following:

(i) bodily injury and property damage that results from the operation,maintenance or use of the Common Property, and any facilities tibereon; and

(ii) any legal liability that results from lawsuits related lo employmentcontracts in which the Association is a party.

The Association's liability policy shall provide for at least ten (10) days' writtennotice ro the Association before the insurer can cancel or substantially modify Shepolicy.

(d) Directors and Officers Coverage- The Association shall maintain directors andoSScere liability insurance providing coverage for claims brought against theAssociation, the Board of Directors, officers, and committee and board members ofthe Association.

(e) Vehicle and Equipment Insurance. The Association shall maintain automotiveinsurance with coverage and amounts determined in the discretion of the Board but

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in no event less than the coverage standard in the industry for similarly situatedproperly owners' associations.

(f) Workers' Compensation Insurance. The Assodrau'ansh^maffltain and realize aftcontractors to maintain workers1 compensation insurance to the extant required byapplicable law.

(g) Other Coverage. The Association may maintain coverage for such other events andcircumstances as the Board deems appropriate sad necessary from time to time.

6.10 Indemnification. Except where prohibited wader the laws of fee State of South Carolina,the Association shall indeznnify every ogieer and director against any and all expenses, including attorneys1

fees, reasonably incurred by or imposed upon such officer or director in coanection with any action, suit, orother proceeding (including settlement of any such, action, suit, or proceeding, if approved by the then Board)to which he may be made a party by reason ofbeing or having been an officer or director, whether or not suchperson is an officer or director at the time such expenses ate incurred. The ofBcers snd directors shall not be1 iable for any mistake of judgment, negligent or otherwise, or for injusy or damage caused by aay such officeror director in the performance of his duties, except for his own i&dividtfal -willful misfeasance or malfeasance.The ofJrtcers and directors shall have no personal liability with respect to any contract or other cornmitmenlmade by them, in good faith, on behalf of the Association (except to the extent that such officers or directorsmay also be members of the Association), and the Association shall indemnity and forever hold each suchofficer and director free and harmless against any and all liability to others on account of any such contract orcomraicmenL Any right to indemnification, provided for herein shall not be exclusive of any other rights towhich any officer or director, or fanner officer or director, rosy be entitled. TSie Association shaft, as acommon expense, maintain, if obtainable, officers' and directors' liability insurance to fond Uris obligation,and the insurance shall be written as provided in this Section.

ARTICLE YEtASSESSMENTS

1.1 Creation of the Lien and Personal Obligations of Assessments. The Restated Covenants, asdeach Owner of any Lot, Family Dwelling Unnv or Uasubdivided Land, or any othcrportion of the Property,whether or not it shall be so expressed in airy such deed or other conveyance, are deemed to covenant andagree to all the terms and provisions of the Kestated Covenants and to pay to the Association thoseAssessments hereinafter described. The Assessments, together with such interest and cost of coflectiantherefor as herein provided, shall he a charge and continuing lien on the land and all improvements thereon Sowhich Assessments apply and/or against which Assessments are made. The Association is specificallyauthorized to levy and collect the following:

(a) Annual Assessments. Annual Assessments as described in Section 7.3;

(b) Special Assessments. Special Assessment or charges all for the purposes set forth inSection 7.5, such Assessments to fae fixed, established and collected from time-to-time as hereinafter provided, and which shall be a charge end conriauing lien on thereal pmyeity and all improvements thereon against xvhich each such Assessment ismade;

(c) Specific Assessments, The Association shall have the power and authority to levyand collect specific Assessments against a particular Lot, Family Dwelling Unit, orUasufadivided Land, as follows:

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Rnnk?R3R/Paae1859

(i) to cover Sie costs, including overhead and administrative costs, ofproviding services to such property oa request of the Owner pursuant to any specialservices which may be offered by the Association. Specific Assessments for specialservices -easy be levied m advance of the provision of the requested service; and

(ii) to cover costs incurred ia bringing the property into compliancewith these Restated Covenant, or costs incurred as a consequence of the conduetofthe Owner or Occupants of the property, their agents, contractors, employees,licensees, invitees or guests; provided, the Board shall give theproperly Owner priorVfritten, notice and procedure for a hearing, in accordance with the By-Laws, beforelevying any specific Assessment under thi$ Sectian.

12 Authority to Assess Owners: Time of Payment The Associatioa is hereby authorized tolevy Assessments as provided for in this Article VS and elsewhere in these Restated Covenants. Theobligation to pay Assessments shaH commence as to aach property subject to these Restated Covenants on feefirst day of the month in which the Board determines a budget and levies Assessments, pursuant to thisArticle.

(a) Assessments shaft bepaid in such manner on such dates as the Board may establishfi-osn tune to time. The Board may require advance payment of Assessments at feeclosing of the transfer of the property and impose special requirement for Ownerswith a history of delinquent payment If the Board so elects, Assessments maybepaid in two (2) or more installments. Unless (he Board otherwise provides, {heannual Assessment shall be due and payable ia advance on fee fast day of eachfiscal year. If any Owner is delinquent fe paying any Assessment or other chargeslevied, the Board may require the outstanding balance on all Assessments to be paidin foil immediately.

(b) Each such Assessment, charge or fee, together with interest thereon and cost ofcallectsoa, including but not limited to attorney fees, as hereinafter provided, shallalso be the personal obligation of the person who was the Owner of such realproperty at the time when the Assessment, charge or fee first became due andpayable. In the case of multiple ownership of a Residential Lot, Family Dwelling"Unit, or any Unsuhdivided Land, all of such co-Owners shall be jointly aadseverally liable forthe entire amount of the Assessment, charge or fee, with interestthereon and all costs of collecuon. A Member may be charged an administrative feeof up to one and a half (1.5%) percent per month on aU unpaid balances carriedforward irora the previous month-end.

73 Purpose of Assessments. The annual Assessments levied by the Association shall be usedexclusively for the improvement, maintenance, enhancement, enlargement and operation of the CommonProperties and any other property owned by the Association or any affiliate, including any PubKc andCommercial Uait(s), and toprovide services which the Association is authorized toproTride; except, however,the Association shall not operate the Golf Course nor the Rose Hill Stables. In carrying out these duties, theAssociation may, by way of example but not limited to, inalce payment of taxes and insurance, makeimprovements on Common Properties and other property owned by the Association including any Pubic andCommercial 0nit(s), pay the cost of labor, equipment, materials, managementa supervision, accounting, legal,andMeinber information services, maintain offices and equipment, repay any loans made to the Association,provide for capital expenditures and reserves, and tajce such other action as is necessary to carry cut itsauthorized functions.

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Book283S/Paqe1860

7.4 Anxmnlof Annual Assessments. The Association sbali levy the annual Assessment, ashereinafter set forth.

(a) The minimuni annual Assessment, as set forth in the schedule herexobelow, shafl belevied by me Association unless the Board of the Association, by unanimousdecision, determines that the important and essential iunctJoos of the Associationmay be properly funded only by an Assessment above the minimum but not moretban the applicable maximum regular Assessment, as set forth m the schedule hereinbelow. If the Boaid of Directors snail levy an Assessment for any Assessment yearthat is less than the applicable maximum tegular Assessment and thereafter, duringsuch Assessment year, determines that the important and essential functions of theAssociation cannot be funded by such Assessment, the Board-may, by a five (5) ofseven (7), or by a seven (7) offline (9) majority decision, levy a supplementalAssessment but in no event shall the sum of &e regular and supplemental regularannual Assessments for that year exceed the applicable maximum regular annualAssessments.

(b) The annual Assessment maimnum and maximum amounts shall be the sumscalculated in accordance with the following schedule as maybe increased in eachinstance by an inflation adjuster as set forth m this Article VII, Section 7.4hereiabelow:

Type of Property

Residential Lots

Family Dwelling Unit

Unsubdivided Land

AH unsubdivided land containedwuhin tlie Property

MEainnzza KegnlarAnanal Assessment

as of 2009

S 793.00 per Lot

SUS9.GQ per Unit

S 133.GQ/aere

Masnzraoi RegularAnnual Assessment

as of 2QQ9

51,586.00 per Lot

$2,378.00 per Unit

S 266.00/acre

(c) For purposes of these Assessments and voting rights hereunder, a property shall beclassified as a Residential Lot, and not as a Family Dwelling Unit, untfl such time asthe Family Dwelling Unit is enclosed by roof and windows, and the annualAssessment at the rate applicable to Family Dwelling "Units shall begin, on the ncKtJanuary 1 thereafter.

(d) All Assessments charged by the Association shall be rounded orl to the nearestdollar.

(e) The minimum and maximum annual Assessment may be increased each year by theBoard by an amount not in excess of five (5%) percent per year, or £he percentageincrease between July through June of the prior year in the Consumer Price Index,U.S. City Average, all Items (I9S2-S4=lQG) {hereafe- "C.PJL") issued by theU.S.City Average, Labor Statistics in its monthly report entitled "The Consumer Priceindex, U.S. City Average and Selected Areas" whichever of these two percentagefigures is larger, unless sixty (60%) percent of the eligible votes cast at a duly called

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meeting of the Association, subject to the quorum requirement established bySection 5.8 hereof, vote against such increase or vote to increase said annualAssessment by a greater amount or to decrease the minimum and maximum annualAssessment in which case such vote will control. A Member-sponsored petitionrequesting a meeting of the Association for this purpose must be presented to theSecretary of the Board of Directors within thirty (30) days of the Board's actions.Thereafter, fte Board of Directors shall call such meeting., subject to the notificationrequirements set forth in Article 5GH In the event that the CJPZ referred to aboveshaJl be discontinued, fben there shall be used the most sbnilar index published bythe United States Government that may be procured indicating changes in the Costof Living.

(f) Hie Board shall not fix the regular annual Assessment Ssr any year at an amount lessthan the applicable minimum regular annual Assessment. Any annual Assessmentcan, subject to Board approvals include any item of expense that the Board considers"necessary and essential" and does not exclude the items delineated m Section 7.5,below, as special Assessments.

(g) Any increase or decrease in the fixed amount of the annual maximum or raraiinurnAssessment shall be made in such a manmer thai the proportionate increase ordecrease in such maximum or minimum Assessment is the same for Owners ofResidential Lots, Family Dwelling Units, or Unsubdivided Land.

7.5 Special Assessments. In addition to the annual Assessments authorized hereunSer, &e Boardof tihe Association may levy special Assessments for the purpose of covering imbudgeted expenses orexpenses in excess of the budget. A special Assessment may fee levied for additions, repairs, renovations andup^ades to the Common Properties or Public or Commercial Unit or to provide for fee necessary facilitiesand equipment to offer the services authorized herein, and to repay any loan TBade to tfie Association to enablert to perform the duties and functions authorized herein. Such Assessment must he approved by the writtenconsent of or the affirmative vote of the Members representing more than. SBy percent(5Q%) of the eligiblevotes of me Members responding to a mail Referendum within thirty (30) days of mailing, with such isailReferendum to include a statement prepared by the Directors of the Association favoring such Assessmentsstating the reason therefore together wish a statement prepared by those Directors dissenting from suchAssessment neither of which statements shall exceed a maximum length of three (3) pages 011 each proposedAssessment Tfcis provision shall he interpreted to mean that the Association may make m any one yearannual Assessments up to the maximum set forth in Section 7.4 of this Article, plus an additional specialAssessment The fact mat the Association has made an annual Assessment for an amount up to the maximumallowed shallnot affect its -right to make a special Assessment during the year. The Referendum must state aspecific period of time far which the special Assessment shall be effective.

The special Assessment to be paid by s& Owner shall be a percentage of the total of suchspecial Assessment which equals the percentage of the total annual Assessment paid "by such Owner for theAssessment year m which the special Assessment is made. Such special Assessment in any one yearmay solexceed a smn equal to the amount of the maximum annual Assessment for such yeax3 except for emergencyacd other repairs required as a result of storms, fires, natural disasters or other casualty Josses. SpecialAssessments may be approved for a period of years and need not he established by vote or Referendum foreach year during such period.

7-6

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RQok283S/Paae1S62

7.7 Reserve Bind. The Association shall fond a Reserve Fund commensurate with &e futurecapital improvement needs of Rose Hill Plantation as determined by the Board from time to time. TheAssociation mayrEserve funds equal to ten percent(10%) of its receipts from each annual Assessment to fundthis Reserve Fund, In addition, this Fund may be financed by a Transfer Fee, if any. The funds will he heldin an interest-bearing account or investment account as a reserve for (a) emergency and othertepairstequiEedas a result of storm, fea natural disaster, or other casualty losses; (b) capital repair and insproverflenfs; (c)roads and drainage improvements; (d) major repairs to any property owned by toe Association; (e) exercise oftfie Association's right of repurchase; and (Q acquisition of other parcels of real property including but notlimited to other Common Property or any Public and Commercial Unit.

7.8 Date of Commencement andProration of Annual Assessments. Notwithstanding anyihinginthe foregoing to the contrary, the annual Assessments provided for herein shall commence no earlier thanJanuary 1 of each year. Unless otherwise provided herein, property shall be assessed according to itscharacter as of January I of the Assessment year, Le, Residential tot, Fanrily Dwelling Unit, etc. AnnualAssessments shall be made for the calendar year and sbali become past due thirty (30) days aflsr (he day fixedfor the commencement. The Board of the Association shall have the power to change &e date upon whichannual Assessments become due and payable and also to determine the method of payment of annualAssessments, i.e., lump sum, monthly installments, etc., provided, however, that the annual Assessment shallbe due and payable at least annually.

7.9 Duties of &e Board of Directors. The Board of Directors of the Association shall fix theamount of the annual Assessment against eachResidential Lot, Family BweUzngUnit, or UnsubdividedLand,within the maximum and minimum annual Assessment range as provided hereinabove, and shall, at that time,direct the preparation of an index of the properties and Assessments applicable thereto wbichshall be kept inthe office of the Association and which shall be open to inspection by any Owner. Written notice ofAssessment shall thereupon be sent to every Owner subject thereto.

(a) The Board ofjDireetors shall not have authority to levy a special Assessment abovethe maximum annual Assessment unless such special Assessment meets &eemergency conditions set forth in Section 7.5 of this Article.

(b) The Association shall upon demand at any time furnish to any Owner liable for saidAssessment a certificate HI writing signed by an ofScer of the Association, settingforth whether said Assessment has been paid. Such certificate shall fee conclusiveevidence against all but the Owner of payment of any Assessment therein stated tobave been paid. The Association snail have the right to charge a reasonableadministrative fee for providing this information.

7.10 Effect of Non-Payment of Assessment Remedies of Association. If an Assessment is notpaid on or before fee past-due date specified in the Assessment notice, then such Assessment shall becomedelinquent and shall, together with interest thereon and costs of collection, including but not limited to legalfees and court costs, thereupon become a charge and continuing lien on the land and all improvementsthereon, against which each such Assessment is made, in the feands of the then Owner, his or her heirs,devisees, personal representatives and assies, io addition to a continuing lien on the land, fee obligation ofthe Owner at the time of the Assessment to pay such Assessments shall remain the personal obligatioa of suchOwner and his or her heirs, successors and assigns. The personal obligation of fee Owner st the time whenthe Assessment first became due and payable to pay such Assessment, however, shall icinaiE a personalobligation and sbafl not pass as a personal obligation to his successors in title vtnless expressly assumed bythem.

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(a) The interest rate charged on delinquent Assessments snail be the lesser rate ofeighteen percent (IS%) or the then nminutmrate allowed by law from the due dale.

(b) If the Assessment is not paid within thirty (30) days afler the past-due date, theAssociation may initiate action to record a lien of such Assessments (in which adeficiency judgment may be sought), or it may bring an action at law against allresponsible parties to collect the amounts due. The Associations legal fees andcourt costs hicmred in such actions (mcfoding but not limited to the expenses ofpublication, title abstracts, and similar charges) sbaB be added to the amount of tbeAssessments due to the Association, la the event a judgment is obtained, suchjudgment shaU include interest OH the Assessment as above provided and areasonable attorney's fee to be 6xed by the eavirt togsther with the costs of theaction.

7. 1 1 Subordination oEthe Lien to Mortgages. The lien of the Assessments provided for hereinshall be subordinate to the lien of any mortgage or mortgages now or hereafter placed upon the propertysubject to Assessment, provided, however, tbatsucb subordination shall apply only to me Assessments wbiebhave become due and payable prior to a sale or transfer of such property pursuant to a decree of foreclosure orany other proceeding or a deed in Hen ofibreclosure. Such sale or transier sball not relieve such propertyfrom liability for any Assessments accruing thereafter.

7.12 Exempt Property. The fcBowing property, mdrvio^ls,par^£o these Restated Covenants shall he exempted irc-m the Assessments^ charges and liens created herein:

(a) Grantees in conveyances made for the purpose of granting utility easements;

(b) All Common Properties or other parcels of land owned by the Association or anyaffiliated entity of the Association;

(c) Property which is used for any of (he following purposes:

(i) the maintenance and service of facilities within the Property;

(ii) all lands below the mean high water mark; and

(d) Public and Commercial Units owned by the Association or any affiliated entity ofthe Associatioa

ARTICLE VIOPROPERTY SIGHTS AND COMMON PROPERTY

8-1 Owners' Easements of Enjoyment. Subject to theprovisions of these Restated Covenantsand the Rules and Regulations of the Association, every Owner shafthave aright and easement of enjoymentio and to the Common Property and such easement shall be appurtenant to and shall pass with tftte to everyOwner.

s-2 Title Co Common Property. Tide to me Common Property is or shall be held in the name ofthe Association or in fee name of a wholly owned entity such as a limited liability company, as determinednecessary by the Board from time to time. The Association shall be the sole member of such organization.

£-3 Extent of Owners* Easements. The rights and easements of enjoyment created hereby shallbe subject to the following:

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(a) Theiight of the Association, in accordance with these Restated Covenants and theBy-Laws, to borrowmoneyfor tbe purpose of improving IheCoramonl^erry and,ra fimheiance thereof, to mortgage and/or pledge said Common Property;

(b) The right of the Association, as provided ia these Restated Covenants and the By-Laws, to suspend the enjoyment of rights of any Owner ibr any period for which anyAssessments) remains unpaid, and for any period not to exceed six (6) months forany infraction of these Restated Covenants, feeBy-Laws, and/or fcepublishedRulesand Regulations promulgated by the Board from time to time; it being understoodthatasuspensionforei&ernoa-paysiientof Assessments) orabreacb of such Rulesand Regulations shall not constitute a waiver or discharge of the Owner's obligationto pay such Assessments);

(c) The right of the Association to dedicate or transfer to any public or private utility,fee title to or utility easements on or to any part of Sie Common Property or otherreal property owned by fee Association;

(d) The right of the Association to convey, sell or lease all or any part of the CommonProperty or any other property owned by the Association, including a leaseholdinterest, to any public agency, authority, or utility or private concern for suchpurposes and subject to such conditions as may be agreed to by the Owners,provided that no such conveyance shall be eSecnve unless such shafi be authorizedby the vote of more than fifty percent (50%) of the eligible Owners. A true copy ofsuch resolution together with a certificate of the vote taken thereon shall be madeand adcnowIedgEd by the president or vice president and secretary or assistantsecretary of the Association, and such certificate shall be annexed to aay instrumentof dedication or transfer affecting the Common Property, prior to the recordingthereof Such certificate shall be conclusive evidence of authorization by theOwners; and

(e) The right of the Association to lease all or any portion of the Polo Fields, the storageand maintenance facilities, Colieton Point, Lot 103 and Lot 104.

S.4 Use of Common Property. Liability of Association- Neither the Association, its directorsand officers, nor any Owner shall be liable to any Owner, feeir lessees and/or guests for any damage oriajury,which results jfroni &e use of the Property, or any Rule or Regulation promulgated pursuant to the RestatedCovenants or fcheBy-Laws. The Common Property is for ifce exclusive use of the Owners, guests, authorizedvisitors and invitees. Although the Association will be responsible for the general upkeep and maintenance ofThe Common Property as provided herein, the Association shall not be liable for any accident or injurythereupon which raay be caused by Acts of God, negligence of parties not employed by the Association, orcareless or negligent activities of Qwsere, their spouses and family members or their guests and invitees. Allparties acquiring an interest in any portion of the Property hereby a^ee to hold tbe Association harmless fromany such accident or injury. All Owneis, their spouses and iamily members and then: guests and inviteesagree and acknowledge that any use of the Common Property shall be at their otya risk, witihout recourse tothe Association. Any damage to Common Property caused by an Owner, his spouse or family members or hisguests, inviiees, or tenants snail be the responsibility of the Owner and the Association shall have the right tocollect for such damages. Nothing sbali be done or kept on the Common Property which will increase the rateof insurance on the Common Property without the prior mitten consent of the Association. "No Owner shallpermit anything to be done or kept on the Common Property which might result in tbe cancellation ofinsurance on any part of the Common Property, which would interfere with rights of other Owners, which

HILTONHEAD-S676471 -*9

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would he noxious, feann&l or unreasonably offensive to other G'smers or which would fae in violation of taeRestated Covenants and any governmental statute, ordinance, Rule or Regulation.

AimCLEIXSPECIAL RESTRICTIONS

9-1 Golf Fairway Residential Areas:

(a) Landscaping. Hie landscaping plan for the areas of any Lot within fifty (50) feet ofthe boundary of the GolfFairway Residential Lot line adjacent to the Golf Courseshall he in general conformity with the overall landscaping pattern for the GolfCourse fairway area established for the Golf Course, and all indi^duai GolfFairwayResidential Lot landscaping plans must be approvedby the Association, its agents,successors and assigns before installation or modification.

(b) Golf Course Maintenance Easement. There is reserved to the Association a "golfcourse maintenance easement area" on each Golf Fairway Residential Lot adjacentto the Golf Course. This reserved easement shall permit the Association, its agents,successors and assigns, at ite election, to go onto any Golf Fairway Residential Lotat any reasonable hour and maintain or landscape the golf course maintenanceEasement area. Such maintenance and landscaping snail include removal ofuneteribrash, weeds, trees less than six inches (6B) in diameter, at a height of four^"*)feet, stumps, trash or debris, planting of grass, -watering, application of fert3i2eraadmowing the golf course maintenance easement area. This golf course maintenanceeasement area should be limited to fee portion of such Golf Fairway ResidentialLots within thirty feet (30*) of the GolfFairway Residential Lot line bordering theGolf Course or such lesser area as may be shown as a "golf course maintenancearea*1 on any recorded plat of such Golf Fairway Residential Lot approved andrecorded by BeeSaraal or the Association.

(c) Entry by Golfers: Until such time as a Family Dwelling Unit is under constructionon a GolfFairway Residential Lot the Association, its agent, successors, or assign,reserves an easement to permit all authorized registered Golf Course players andtheir caddies to enter upon a Golf Fairway Residential Lotto recover a ball or play abaH, subject to the official rules of the course, without such entering and playingbeing deemed a trespass. After construction of a Family Dwelling Unit iscommenced, such easement shall be limited to feat portion of the Goif FafrwayResidential Lot included in the coarse maintenance easement area, and recovery ofballs on!ya not play, shall bepermirted irt sueheasemeatareas. Registered players ortheir caddies shall not be entitled to enter on any such GolfFairway Residential Lotwith a golf cart or any otber vehicle, nor spend unreasonable time on such GolfFairway Residential Lot or in any way commit a nuisance while on such GolfFairtvay Residential Lot After construction of a residence on a GolfFairwayResidential Lot, "out-of-bounds" markers may be placed on said GolfFairwayResidential Lot wiSsa tfie Golf Course easement area at the expense of theAssociation.

(d) Distracting Activity Prohibited. Owners of Golf Fairway Residential Lots shall beobligated to re&ain. from any actions which would detract from the playing qualitiesof the golf course or the development of an attractive overall landscaping plan forthe entire goSf course area. Such prohibited actions shall include, but are not limited

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to, unfenced dogs or other pets on the GolfFainvay Residential Lot under conditionsinterfering with play due to their loud harking, naming on the fairways, pirfdag tipballs or other like interference with piay.

(e) Liability. The Association, or any of its appointees, directors or officers, or itsassignees, nominees, employees or agents, shall not in any manner be held liable orresponsible, either directly or indirectly, for any damage to a Golf FairwayResidential Lot, or to any improvement thereon or personal property, or for anyinjury to any person due to any golf ball, whether in motion or at rest, which basbeen driven irora the Golf Course or Ss environs, and each Gwser, for themselvesand their guests and invitees acknowledge that risks of injury to persons or propertyare inherent to persons or property located upon or in close proximity to a golfcourse, and agree that they assume all risks resulting therefrom, including but notlimited to, claims of negligent design of the Golf Course or the Golf FairwayResidential Lois, negligent construction of improvements or location ofimprovements. Further, each Owner, by accepting a deed to a Golf FairwayResidential Lot, agrees to indemnify and bold the Association, the Owners,directors, officers, agents and employees barraless Som and against all damages,including reasonable attorneys' fees and costs, arising out of any injury to person orproperly -which occurs to any person or property (real or personal) proximatelycaused by any golf ball, or the negligence of the Association, its or their directors,officers, agents or employees.

9-2 Equestrian Residential Lots. Lots declared as Equestrian Lots on any plat of record or underthe Existing Declarations shall be subject to the following:

(a) ' A reasonable number of horses and/or ponies, but in no event exceeding a total ofthree (3) may be kept on any Equestrian Lot herein, in the Existing Declarations, orany plat of record, fe order to maintain sanitary conditions in Rose Hill Plantationand to maintain a proper respect &r other Lot Ownera and users of the CommonProperties, each person -who keeps a horse or pony on a lot shall abide by thefollowing restrictions, conditions and sfBnnative obligations:

(i) Horsesand ponies shall be feeptinappropriate barns and paddocksbuilt in accordance wife plans approved JD advance by the ARB;

(ii) No horses or ponies may be kept, bred or maintained for anycommercial purpose;

(iii) When any horse or pony is taken off any Equestrian Lot, it stetll bekept on those roadways, trails, or other Common Properties upon, which equestrianactivities are permitted;

(TV) Each Owner of a Lot on which a horse or pony is kept shall takeappropriate measures to maintain sanitary conditions and to avoid any undesirableodor or accumulation of insects;

(v) Each horse or pony shall be maintained in good and healthycondition and under the icgular ease of a veterinarian;

HlLTONliEAD-!?676.17l-»9

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(vi) Each horse or pony shall be maintained in any program of tests,innoeulstions, or other inspections or treatments that the Association may from timeto time deem to be appropriate for an area with a concentration of such animals; and

Each owner of a horse or pony shall comply with any additionalRules, Regulations, or restrictions affecting the maintenance and use of suchanimals, which the Association may from time to time deem appropriate. The rightto make such additional Rules, Regulations, or restrictions shall include the righttorequire that such horse or pony be temporarily removed from any Lot

(b) Any -violation shall be considered a nuisance and subject to the provisions of Section3.15 hereof.

(e) Any horse or pony entering Rose Hill shall be required to have current and -validCoggins Papers or omer similar record of health and vaccination &r such animalsconsistent with standards in the equestrian industry. The Association shall maintaincurrentTiealth and vaccination, records for all horses or ponies entering orbeing keptin Rose Hill.

9.3 Marshfront Residential Lots and Waterfront Residential Lots. Lots declared as MarshfrontResidential Lots or Waterfront Residential Lots on any plat of record or defined as such hereunder shall besubject to the following:

(a) No Family Dwelling Unit or improvements may be erected wifinn thirty (301) feet ofa lagoon, lake, river, creek or marsh edge, oa any part of the Property other tfoan bythe Association. Provided, however, that structures or improvements in the natureof docks, pools, decks, hoi tubs, spas, or cook-out areas may be bailt within suchsetback if approved by the ARB and authorized hereunder. Reasonable variances tothese setback requirements may be approved "by the ARB where, in the solediscretion of the ARB, adjacent Property would not be harmed by such variances.

(b) No dock, pier, bulkhead or any other structure may be constructed upon anyMarshfront Residential Lot or Waterfront Residential Lot without fee prior approvalof the Association, the ABB, and any applicable governing regulatory approvals.

(c) The construction of a dock on any Marshfront Residential Lot is permitted;provided, however, that no more than one (1) dock may "be constructed, that allconstruction of a dock shall be at the sole cost and expense of the Owner of theMsishfrcfct Residential Lot, and that any such construction shall be subject to theprior approval of the ARB and all appropriate regulatory agencies, which approvalssbaU be obtained at the soSe cost and expense of the Owner of the MarshfrontResidential Lot Further, that no structure shall be permitted to extend higher thanthe level of the walking surface of the dock including, but not limited to, boatbouses, boat h'fts, etc.

Htt.TONHEAD-.fr676.i7l -rf)

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Book2838/Page1868

9.4 Patio Home Lots.

(a) Hie following Lots and any Lot or Lots subsequently declared as a Patio Home Lotm a supplemental declaration hereto, are Patio Home Lots:

(i) Numbered Lots 321 through 359 as depicted on that certain plat ofsurvey recorded in Plat Book 35 at Page 85 and known and described on the MasterPlan as "Block U";

(ii) Numbered Lots 920 through 972 as depicted on those certain platsof survey recorded in Plat Book 35 at Page 265 and Plat Book 35 at Page 330, andknown and described on the Master Plan as "Block T" and "Block T Phase 2",respectively;

(iii) Numbered Lots 261 through 296 as depicted on that certain plat ofsurvey recorded in Plat Book 36 at Page 7 and known and described on the MasterPlan as "Blocks.";

(iv) Numbered Lots 360 through 373 as depicted on that certain plat ofsurvey recorded in Plat Book 35 at Page 332 and known and described oa theMaster Plan as "Surnpter Square"; and

(v) Numbered Lots 424 through 464 as depicted on thai certain plat ofsurvey recorded in Plat Book 36 at Page 65 and known and described on Ihe MasterPlan as "Block V.

(b) No building, fence or other structure shall be erected, placed or altered oa any PatioHome Lot unless such structure shall have been approved ia accordance -srithtfeearchitectural review provisions of the Kestated Covenants, By reason of the uniquecharacter of the Property, the. ABB has adopted more stringent criteria ("Patio HomeGuidelines"), including aesthetic considerations and theme compatibility, for theapproval of dwellings located on Patio Home Lots, copies of which shall be on filein the offices of the Association, and the ARE.

(c) No Patio Home Lot home, including any attached structure, shall exceed fifty (50)feet in width, as measured between roof overhangs.

(d) The ARE has the right to determine the, precise location of any Patio Home Lothome on any Patio Home Lot

(e) Every Patio Home Lot structure constructed must have a blank wall (that is, a wallwith no windows or opening of any kind) which iaces the predetermined three (3)foot side setback Use (except 'where such three (3) fool wide setback line abuts astreet or "boSer zone" area), regardless of the height of the wail and regardless ofthe placement of such structure on the Patio Home Lot The predetermined blankwall location is noted with an auow on each Patio Home Lot sho^ti on any PatioHomesite on the recorded plat Each said blank wall shall be constructed so feat itextends into and forms a contiguous privacy wall in accordance wife the AKBguidelines. All said privacy walls shall be maintained by and shall be under feeexclusive control of the Owner of the Patio Home Lot home to which the privacywall is attached.

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Book2838/Page1869

9.5 Belfair Point lot. The Lot known as the Belfair Point Lot, being Lot 3064 in the MasterPlan, shall be subject to the following restrictions* limitations and requirements:

(a) Fencing shall be allowed along the exterior boundary line thereof without regard tospecific set-back requirements; provided, however, that the design, color and qualityof, and the material used for such fencing shall reruain subject to all other ASBrequirements as established by the Association feorn time to time.

(b) Construction of a detached structure for fee housing and care of horses prior to thecoastniction of a main dwelling is authorized; provided, however, that theconstruction of the main dwelling must commence not less than six (d) months aiterthe date upon which construction of said detached stnicturcbegias- Nothing in thissubparagraph shall in aay way affect the right of the Association to approve suchstructures to be placed on the Belfair Point Lot in accordance with these RestatedCovenants.

(c) No more than ten (10) horses may be kept on any Lot in tfee Belfair Point Lot;provided, however, that Acre shall always be at least one (1) acre of enclosedpaddock per horse kept on any such Lot; and further provided that any Owner of asubdivided porn'on of the Belfair Poisit Lot of one and three-fourfhs (i -3/4) acres ormore shall be permitted to keep on such subdivided portion of the property amaximum of two (2) horses or one (!) horse per acre of enclosed paddock,whichever is greater.

(d) No camper, lecreationai vehicle, boat, utility trailer, or other similar vehicles inexcess of forty (40) feet in length shall be placed on any Lot in the Belfair Point Lotat any time, and that all such boats, vehicles, etc. of forty (40) feet or less must hestored in a suitable screened area in such a manner that it eaimot be. seen from otherLots or roadways m Rose HOI Plantation; provided, however, that the Associationsat its sole discretion, shall determine the suitability of such, storage area, its site andthe adequacy of such screening.

(e) The use of private irrigation water wells, private potable wafer wells and privateseptic systems on the Belfair Point Lot is authorized; provided, however, that suchwells and septic systems are approved in advance by appropriate public regulatoryagencies, and that such wells be driUed and such septic systems be installed at thesole cost and expense of the Owner of the Belfair Point Lot; and further providedthat the use of such wells and septic systems be limited to servicing only one (1)Lot, and that the remainder of the jBelikir Point Lot be attached to the central waterand sewer systems of Rose Hill Plantation in the event the Belfair Point Lot issubdivided.

(f) TheBelfakPomtLotmaybesubdividedintoaraaxim^farnify residential Lots; provided, however, that any such subdivided Lot shallcontain at least twenty-two thousand (22,000) square feet of area; and furtherprovided that any such subdivision, is approved in advance by the ABB and any andall appropriate regulatory agencies., and that such approvals shall be obtained at thesole cost and expense of the Owner of the Belfair Point Lot

(g) The construction of a dock on the Belfair Point Lot is permitted; provided, however,that no more than one (1) dock may be constructed, that all construction of a dock

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Book2838/Page1870

shall be at the sole cost and expense of the Owner of the Beifair Point Lot and thatany such construction shall be subject to die prior approval of the ARE and allappropriate regulatory agencies, which approvals shall be obtained at the sole costand ejrpense of the Owner of the Belfair Point Lot.

(h) Construction of no more tta two (2) Faimty Dwelling Units is pemritted withoutsubdivision; provided, however, that the construction of a second Family DwellingUnit shall require ARB approval and that of applicable governmental agencies aiidshall result in the Belfeir Point Lot being treated for the pusposes of Assessmentsunder Article YE hereof as two (2) Family Dwelling Units.

9-6 Mansion Property.

(a) The Mansion Property shall be a Residential Lot and subject to the provisions ofthese Restated Covenants applicable thereto. The Owner thereof shall be a Class"A** Member of the Association and shall pay Assessments and have voting rightsapplicable to a Family Dwelling Unit-

(b) Notwithstanding anything lo the contrary in these Restated Covenants, the MansionProperly may be used for limited commercial purposes of the type associated \vitfa abed and breakfast "Inn" for special events such as weddings and other parties orgatherings and/or for historical lours and activities, subject lo the Rules andRegulations promulgated by the Board from time to time and applicable laws andordinances.

(c) Any amendment ro the Restated Covenants proposing to alter or amend fee amountof annual Assessment payable by the Owner of the Mansion Property, unless suchamendment applies to all Residential Lots in Rose Hill, shall not be effectivewithout the express written approval of the Owner of the Mansion Property at therime such amendment is proposed.

9-7 Polo Fields. The Polo Fields shall be utilized solely for equestrian related activities, andnoimprovements for any other use snay be cons&uctsd thereon; provided, however, lhat such limitation on useand the constructum of improvements siay be permitted by the express -written consent of at least sixtypercent (60%) of the Lot Owners in BlocfcF, as depicted on fee Master Plan, which sixty percent (60%) sbaHinclude at least ninety percent (90%) of all Owners in Black F whose Lots are adjacent to the ?olo Fields.

9.8 Open Soace.

(a) The Association's Intention for Open Space. Where land planning results in £hedesignation of areas of Open Space, it is fee intent of the Association to maintainand enhance those areas, if any, which have been designated or the Associationdesignates as "Opes Space" on plats ffled for record in the ROD Office. Such OpenSpace may, butueednot necessarily be, also designated as Common Property at thetime of their conveyance to the Association. It is the farther intent and purpose ofthe Restated Covenants to protect the marsh areas and to maintain and enhance theconservation of natural and scenic resources, to promote the conservation of soSs,wetlands, wildlife, game and migratory birds, enhance the value of abutting andneighboring residential areas adjacent to such Open Space, to afford and enhancerecreational opportunities and preserve historical sites.

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Baok2838/Paqe1871

(b) Erosion Prevention Activities Permitted The Association shall have the right toprotect from erosion fee land described as Open Space area by planting trees, plants,and shrubs where and to ike extent necessary or by such mechanical means deemedexpedient or necessary by the Association. The right is likewise reserved to IheAssociation to tafee necessary steps to provide and insure adequate drainage ways inOpen Space, to cut firebreaks, remove diseased, dead, or dangerous trees and carryout other similar activities.

(e) Pumping Prohibited. No dumping of trash, garbage, sewage, sawdust or anyunsightly or offensive material shall be placed upon the Property including suchOpen Space areas, except as is temporary and incidental to fee bona fideimprovement of the area in a manner consistent with its classification as OpenSpace.

(d) ConsistentBights toUse Reserved. The Association expressly reserves to itself, itssuccessors and assigns, every reasonable use and enjoyment of said Open Space, ma manner not inconsistent wife the provisions of the Restated Covenants.

(e) Corrective Action No Trespass. Where the Association, its successors and/orassigns, is permitted by the Restated Covenants to correct, repair, clean, preserve,clear out or to do any acfa'on on the Open Space areas, entering such property andtaking such action shall flat be deemed a breach of the Restated Covenants.

CO No General Easement Intended. Hie granting of this easement does in no way grantto the public or to the Owners of any surroianding or adjacent land, theiight to entersuch Open Space %vithout the express permission of fee Board.

(g) No Affirmative Action Required of fee Association. It is expressly understood andagreed that the granting of this easement does ia no way place a burden ofaffirmative action on Ehe Association, and/or that the Association is not bound tomake any of the improvements noted herein or extend to any Owner any service ofany kind, except as such may be undertaken at the expense of 6he Association.

ARTICLE XRULES AMD KEGULA.TJOKS

*9.1 Estabb'shmem ofRufes and Regulations. Subject to the provisions hereof, the Associationraay establish reasonable Rules and Regulations concerning the use of fee Property and facilities locatedthereon. Copies of such Rules and Regulations and amendments thereto shall be made available by theAssociation to aft Owners prior to the effective date of such Rules and Regulations and amendments thereto.Such Rules and Regulations shall be binding upon the Owners, their families, tenants, guests, itivitees,contractors, servants and agents, until and unless any such Rales or Regulations are specifically overruled,canceled or modified by the Board or in a duly called regular or special meeting of the Association where aquorum is present by the vote of the Owners authorized to vote, holding a majority of the total eligible votesin the Association.

10-2 Authority and Enforcement Subject to the provisions of Section 103 hereof, upon theviolation of the Restated Covenants, the By-Laws, or any Rules and Regulations duly adopted hereunder.including, -without limitation, me failure to pay timely any Assessments, &e Board shall have the power to:

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(a) impose reasonable monetary Snes on the Owner guilty of such violation that stallalso constitute an equitable charge snd a contmuiag lien upon the properties of saehOwner;

(b) suspend an Owner's right to vote in the Association;

(e) suspend an Owner's membership right to use the Common Property oilier than theright of ingress and egress to such Owner's property within Rose Hul Plantation,and the Board shall have the power to impose all or any coinbraation of thesesanctions; and

(d) any and all other rights or actions authorized under these Restated Covenants andthe By-Laws.

10.3 Procedure. Except with respect to the failure to pay Assessments, the Board shall notsuspend voting rights, or infringe upon or suspend any other membership rights of an Owner for violations ofthe Restated Covenants, the By-Laws, or any Rules and Regulations of the Association, unless and until thefollowing procedure is followed:

(a) written notice of violation shall be delivered to the person alleged fa be responsiblefor such violation speciiEying:

(i) the alleged violation and, if such violation is continuing, a demandto cease and desist from such violation;

(ii) fee action required to abate the violation; and

(in) astatementofanyrestitutionreqijiredand/oranypossiblesanctionsto be imposed after notice and hearing.

(b) in the event (i) the violation continues past the period set forth in such written noticeand demand, (ii) required restitution is not timely made, or (m) sanctions are to beimposed, the Board shall deliver to the alleged violator written notice of a Boardmeeting on the matter to be held in executive session at the time and date specifiedin the written notice. Such written notice shall include a description of the allegedviolation, the time and place of the hearing and a statement feat the alleged violatormay attend the hearing and present such information to the Board, as he deemsappropriate. The failure of the alleged violator to attend the heating set forth in thenotice shall in no way limit or prohibit the Board from taking tfee action it deemsappropriate at sucb meeting.

(c) Snes for violations of the Covenants, by foiling to maintain any Lot, violation ofAfiB Guidelines, or Rules and Regulations may be imposed by the Associationwithout the notice described in Section i 0.3(a), but shall be subject to right to appealat a bearing conducted as described in Section 10.3(b).

Prior to the effective date of any sanction bereunder, proof of such written notice shall beentered in the nrniutes of such meeting. Such proof snail be deemed adequate if a copy of the notice togetherwith a statement of the dace androaraier of delivery is entered by the officer, director or other individual whodelivers such notice. The minutes of the meeting shail contain a written statement of the results of me hearing

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and the sanction imposed, if any. Jn addition to the notice provisions of Article XECE, attendance at themeeting by the alleged violator shall be deemed receipt of such notice.

PART FOUR- GENERAL PROVISIONS

ARI2CLEXIGEMRAL PROVISIONS

11.1 Easements.

HI LTONI !EAIWfi7fi-171-c9

(a) The Association reserves unto itself, its successors, assigns and licensees, aperpetual, alienable and releasable easement and right OIL, over and under the groundof the Property other than improved portions of Lots to erect, maintain, and useelectric, telephone and cable television, wJress cables, conduits, pipess drainageways, sewers, wells, pumping stations, tents, water eSluent and inigatran mains andother suitable equipment for the conveyance and use of electricity, telephoneequipment, gas, sewer, water, drainage or other public conveniences or utilities on,m or over those portions of the Property as may be reasonably required for utilityline purposes; provided, however., thatno sucb.utility easement shallhe applicable toany portion of fee Property as may (a) have been used prior to the insUllation ofsuch utilities for construction of a building whose plans were approved pursuant tothe Restated Covensats or the Existing Declarations or other previous governingdocuments); or (b) such-portion of the Property as maybe designated as the site fora building on a plot plan or for erection of a building which has beet* Sled with theAJRB and which has been approved in writing by said ARB.

(b) The Association furtherrEServes uato itself, its successors, assigns and licensees, 2perpetual, alienable and leteasable easement and right on, over, and under theground to erect, maintain, and use wires, cables, conduits, pipesa sewers, water

• mains, and other suitable equipment fer the conveyance and use of electricity, cabletelevision, security cable, telephone, gas, sewer, water or other private or publicconveniences or utilities, on, in or over the rear (street side) tea (10) feet of eachLot, and seven and one half (7 Va) feet along both sides of each tot and such otherareas as ate shovm on the. applicable plats recorded in the ROD Office. Moreover,the Association, its successors, assigns or licensees, may cot, at its own expense,drain ways for surface water wherever and whenever such action may appear to TheAssociation to be necessary in order to maintain reasonable standards of health,safety and appearance and an easement for such purpose is reserved unto theAssociation seven and one half (7 7/2) feet in width along each side ioc line andfifteen (J 5) feet in width along each rear lot line aad such other areas as are shownon the applicable plats.

(c) These easements and rights expressly include the right to cut any trees, bushes orshrubbery, make assy grades of the soil, or to take any other similar actionreasonably necessary to provide economical and safe utility installation and tomaintain reasonable standards of health, safety and appearance. Any materialdisturbance to the grounds of any Owner caused by such utility installation snail berepaired and said grounds returned to theirprior condition by the Association as bestas reasonably passible.

Book2838/Page1874

(dj la addition, the Association reserves unto itself its successors, assies and licensees,a perpetaa^ alienable and rsleasable easement and right: on and over and under theProperty to dispense pesticides and tefce other action which in the opinion of theAssociation is necessary or desirable to control insects and pests, to cut fire breaksand other activities which in the opinion of the Association are necessary ordesirable to control Sres on the Property.

(e) The Association further reserves unto itself; jt successors, assigns, and licensees, theright to locate wells, pumping stations, sUtation basins and tanks, or spray treatedeffluent within the Property on any un-subdivided land, in or on any CommonProperty or Open Space, or on any property designated for sash use on theapplicable plat of the Property, or to locate same upon any property with thepermission of the respective Owner. These reservations shall not be considered anobligation of the Association to provide or maintain any such utility or service.

(0 Such rights tnay be exercised by any licensee of the Association orznay be delegatedby the Association, but lihis reservation sbaB impose no responsibility upon theAssociation to construct or maintain any such utility or service. The Associationexpressly reserves the right to transfer said utilities and utility easements, in wholeor in part, to another entity, whether public or private, which raidertakes to providesuch utility service.

11.2 Ingress and Egress: Roadways. Any Owner, by accepting title to property conveyed subjectto these Reseated Covenants, waives all rights of uncontrolled and unlimited egress and ingress to suchproperty (and waives such rights for any person claiming entry rights by virtue of any relationship orpermission of such Owner and successors in title) and agrees that such ingress and egress to Owner's propertymay be limited to roads owned by the Association.

11.3 Additional Covenants. The Association expressly reserves the right to impose additionalrestrictive and protective covenants upon the Property provided feat the same are nQtinconsistent -with and donot lower the standards of the restrictions as herein provided. Said additional covenants, if any, shall beeffective only upon Property Transferred by the Association simultaneously with or subsequent to theimposition of said covenants and snail be made effective upon. saiclBrapeity by reference to said additional oramended provisions in the deed transferring said Property. Jt shall be the responsibility of each Owner tocomply with any restrictions contained herein or airy additional restrictions, which may be imposed bygovernmental authorities,

U A Remedies in the Event of Violation or Breach. 3n the event of a violation or "breach of any ofthe res tricn'ons contained herein by an Owner, its agents, successors or assigns, the Association shaB have theright, but not the obligation, to proceed at law or ia equity to compel a compliance to the terms hereof or toprevent tbe violation or breach in auy event, and the Association shall have the right to recover all costs andexpenses of suit in such action, including reasonable attorneys' fees. In addition to the foregoing, theAssociation, its successors and assigns, shaH have the right, but not the obligation, whenever there shall havebeen built on said Property any structure which is in violation of these restrictions,, to enter upon said Propertywhere such violation exists and summarily abate or remove the same at the expense of the Owner if afterthirty (3Q) days' written notice of such violation, it sbaU not have been corrected by the Owner. Any suchentry or abatement or removal shall not be deemed a trespass. The failure to enforce any rights, reservations,restrictions or conditions contained in these Restated Covenants, however long continued, shall not bedeemed a waiver of the right to do so hereafter as to the same breach, or as to a breach occurring prior to orsubsequent thereto and shall not bar or affect its enforcement

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U.5 SgverabSitv. The invalidatiGnby any court of any restrictions of these Restated Covenantsshall in no way affect any of the other restrictions, but they shaft remain in fall force and egect

U.6 Modifications andAdditions. TheAssociation may include in any contract or deed hereaftermade, modifications and/or additions to the restrictive covenants as contained herein, T/ith such modifiedcovenants being zoade applicable by reference to conveyances of land made subsequent to such modifications,

11.7 SishE of Repurchase. In consideration of the affenatrve obligations of and benefits to aflOwners provided under the Restated Covenants, and in considetatios, tfie Association's active ongoinginterest and participation in the maintenance and enhancement of the services, facilities and amenitiesavailable in Rose BSD, when any Lot, Family Dwelling Unit or Unsuhdrvided Land, either unimproved orimproved, within the Property is offered for sale, the Association sbaH fcaye fee exclusive option and right offirst refusal fa purchase such property at the price and oa the terras of any "banafide. oSsr" for sucKpropertymade in writing to the Owner at such time and submitted to the Association for verification. Each Ownershall notify the Association of its intent to sett his property and the certified terms and conditions of theproposed sale as evidenced by a'writtea and executed purchase agreement. The Association shall have fliirfy(3D) days after receipt of such notice to exercise this purchase option. If the Associates has not executed acontract for the purchase during this thirty (30) day period, the Owner may freely convey the property to thesubject offerer. Should, however, such sale to a third parry not be consummated withm&ur(4)niQnths ofthedate the offer is transmitted to the Association at fee price and on Sie terms certified, the terras and limitationsof this Section II .8 shall again be imposed upon any sale of &e Lot, Family Dwelling Unit or UusubdividedLand by the Owner. If the Association shaft elect to purchase such Lot Family Dwelling Unit orUnsubdivided Land, the transaction shall be consummated on the terms orTered; provided, however, theDeclarant shall have a minimum of thirty (30) days from the delivery ofnotice to consummate the transaction.

ARTICLE XElAMENDMENT

12.1 Amendments. The Board specifically reserves to itself, its successors and assigns^ the rightto amend the Restated Covenants or any portion thereof on its o\vn motion, for a period often (10) years&oxn the date hereof to correct typographical errors or to eliminate scrivenefs errors, provided however thatthe voting power of existing Owners is not diluted thereby, nor the amounts of Assessments of such existingOwners raised or changed in any manner which would adversely affect such Owners. As to other types ofproposed amendments and all proposed amendments after the initial ten (10) year period, the procedure foramendment shall be as follows: all proposed amendments shall be submitted to the vote ofthe Owners oftheAssociation, where not less than fifty percent (5Q%) ofthe members eligible to casta vote do so, and aay suchproposed amendment shall be deemed approved if sixty percent (60%) of ihe votes cast are in favor oftheamendment. If any proposed amendment to the Restated Covenants is approved by the Owners as set forthabove, the President aad Secretary of ihe Association shall execute an addendum to the Restated Covenantswhich shall set forth the amendment, the effective date of the amendment, the date of (he vote of theAssociation at which such amendment was adopted, the date that notice of such vote was given, the totalzaumber of votes necessary to adopt the amendment, arid the total number of votes cast for and against Ibeamendment

ARTICLE XTONOTICE

13.1 How Notice Given. Any notice required to be sent to any Owner under the provisions of theRestated Covenants shall be deemed to have been properly sent, and notice thereby given, when mailed, wi£hthe proper postage afSxed, to &e last known address of the person or entity who appears as Owner in the

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public records ofBeaufort County, South Carolina, on &e first day of the calendannonih in which saidnon'ceis mailed.

13 2 Notice to Co-Owners. Notice to one (1) of two (2) or more Co-Owners of a Later other land•within Rose Hill Plantation shall constitute notice to aB Co-Owners.

13.3 Notice j>f Address or Owoershm Change. It shall be the obligation of every Owner toimmediately notfry the Secretary of the Association in writing of any change of address. Any person whobecomes aa Owner or Member following the Srst day in &e calendar month in which said notice is mailedshaH be deemed to have been given notice if notice was given to his predecessor-in-titfe.

ARUCJLEXTVENFORCEMENT, SEVSRABILITV" AND INTERPEJETATJON

14. 1 Who May Enforce Generally, in the event of a violation or breach of any of the affirmativeobligations or restrictions contained in these Restated Covenants by any Owner his guests, lessees, familymembers, or agent of such Owner., the Association or any other Owners, or any of them jointly or severally,shall have the right to proceed at law or in equity to compel a compliance with the terms hereof or to preventthe violation or breach in any event, provided however that the right of the Association hereuoder shall notbeconstrued to impose any obligation on the Association for enforcement

14.2 Enforcement by the Association, fa addition to the foregoing, the Association shaU have theright to proceed at law or in equity to compel compliance to the terms hereof or to prevent the violation orbreach in any event The Association may engage a person or persons to respond to complaints received as toviolations of the Restated Covenants and shall inform the violators of snch complaint If the violation is notexpeditiously terminated, fee Association may engage legal counsel to bring an appropriate injuncnve action,including any appeals, to enforce the Restated Covenants. Violators shaU be obligated to reimburse theAssociation in foil for all its direct and indirect costs, including but not limited to legal lees incurred by theAssociation in mamtaining compliance with me Restated Covenants in tbe event the Association prevails insuch proceedings.

14.3 Against Whom May the Covenants be Enforced. Theobu'gatiansandbenefitsprescnbcdbythe Restated Covenants shall run with the Property and shall be enforceable against the Association andagainst any Owner or other person whose activities bear a relation to the Property when the aforesaid partiesengage in activities (including omissions and failures to act) "which constitute violations or attempts to-sFiolateor circumvent the covenants and restrictions set forth in these Restated Covenants.

14.4 Litigation. Notwithstanding anything otherwise herein provided, no judicial oradaumstrative proceeding shall be commenced or prosecuted by the Association unless approved by a vote ofa majority of the eligible votes received wifein the time stated in the notice of the vote. This Section shaU notapply, however, to (a) actions brought by the Association to enforce the provisions of these RestatedCovenants (including, without limitation, fee foreclosure of liens), (fa) the imposition and collection ofAssessments as provided herein, (c) proceedings involving challenges to ad valorem taxation,(d) counterclaims brought by the Association in proceedings instituted against it, or (e) enforcement ofcontracts and agreements of the Association, or (f) on zoning or regulatory matters.

14.5 Means of Enforcement Enforcement of the Restated CovenantesnaHbebyanyproceedingat law or in equity , whether it is to restrain violation or to recover damages or to create any Hen created by theRestated Covenants.

!4.6 Severabilitv. Should any covenant or restriction herein contained, or any Part, Article,Section, paragraph, sentence, clause, phrase, or term in these Restated Covenants be declared (o be void,

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invalid, illegal or unenforceable for any reason by £be adjudication of Sie highest court orothertnbunal whichconsiders such matters and has jurisdiction over &e parties hereto and the subject matter hereof, suchjudgment shall in no way affect the other provisions hereof which are hereby declared to be severable.

14.7 Interpretation. In all cases, the provisions of the Restated Covenants shaft be given thatreasonable interpretation or construction which will best effect consummation of the genera] plan ofland userestrictions and affirmative obligations of the Property and which will preserve the Property as a situs for ahigh amenity,, attractive, well maintained, privately-governed residential comrauaity.

(a) Contrary to the restrictive common law rule of construction, the Restated Covenantsshafl by this covenantbe interpreted hroadly to touch and concern the Property withrecognition of modern economic, land use planning and real estate finance anddevelopment principles, theories and practices. Jt is the Associations intent, and al!Owners who take subject to the Restated Covenants do covenant and agree; and arethereby estopped to deny, that any reserved right or function of the Association, andany other covenant condition, restriction or obligation within the RestatedCovenants is intended to promote the use and enjoyment of the Property, is intendedto foster the creation, preservation or enhancement of economic or intangible valuesassociated with the Property, and does touch and concern, benefit and burden andrun witb the Property.

(b) The provisions of Sie Restated Covenants snail be given full force and eSectnotwithstanding the existence of any zoning ordinance that allows a less restricteduse of the Property.

14.8 Authorized Action. AH action which the Association is allowed to lake under thisinstrument snail be authorized actions of £be Association if approved by the Board in the rnannerprovided forin the By-Laws of the Association, unless the terras of the Restated Covenants provide otherwise.

145 Gender. Tease and Nomber. When necessary for proper coTistractiDD, theroascuune form ofany word used in these Restated Covenants shall include the feminine or neuter gender, and the singular, theplural and vice versa, and words used in (he present tense shall include the future tense.

14.10 No Waiver. Failure to enforce any provisions of the Restated Covenants shall not operate asa waiver of any such provision or of any other provisions of the Restated Covenants.

14.11 Cantions. The captions and headings in this instrument are for convenience only and shau*not he considered in construing any provisions of these Restated Covenants.

14.12 No implied Liabilities or Duties. ANY RULES OR REGULATIONS ESTABLISKEDBYTHE ASSOCIATION PURSUANT TO THESE RESTATED COVENANTS SHALL NOT EXPRESSLYOR IMPLIEDLY CREATE ANY DUTY OF CARE TO ANY OWNER.

14.13 Duration. Tec covenants, restrictions and equitable servitudes of these Restated Covenantsand any supplemental covenants filed pursuant to the provisions of the Restated Covenants do touch andconcern the Property, and shall iun with and bind the land, and shall inure to fee benefit of pndbe enforceableby and against, the Association, the Owner, their respective legal representatives, heirs, successors andassigns, for a period of forty (40) yeais frojn the date of recording of the Restated Covenants. Upon theexpiration of said forty (40) year period, the Restated Covenants shall be automatically renewed and extendedfor successive ten (10) year periods. The number often (10) year renewal periods hereunder shall beunlimited wiih the Restated Covenants being automatically renewed and extended upon the expiration of eachten (10) year renewal period for an additional ten (10) year period; provided, however, that there shall be no

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renewal or extension of (he Restated Covenants if, duringfee last year of the initial forty (40) year period, orduring the last year of any subsequent ten {10} year period, seventy-five (75%) percent of the Owners ofProperty at a duly held meeting of the Owners vote in favor of tenninating the Restated Covenants at the endof its then current term. It shall be required that written notice of any meeting at which such a proposal toterminate the Restated Covenants is to be considere4 shall be given each Owner at least thirty (30) days inadvance of said meeting, In the event lhat seventy-five (75%) percent of the Owners so vote, at the end ofsuch specific periods, to terminate the Restated Covenants, the authorized representative of the Owners shaHexecute and record a certificate which sbafi set forth the resolution of termination adopted by the Owners, thedate of t&e meeting at which swea resolution was adopted, the date (hat notice of such meeting was given, thetotal number of votes of Owners, the total somber of votes cast in favor of termination, and file names andlegal addresses of each Owner voting in favor of termination, and their respective percentages of ownershipwhich shall be consistent witft the ownership records in the public records of Beaufort County.

14.14 Savings Clauses: The .Rules Against gerpetuiq'es. Remote Vesting, and Restraints on.Alienation. Unless earlier terminated by a vote of the Owners pursuantto Section 14.13, any provision in theRestated Covenants which, as determined by the highest court to decide such matter, would otherwisebe voiddue to the laws or rules saraefeies referred to as the rule against perpetuities or fee rule against prohibitingunreasonable restraints on alienations, shall continue and remain m &H force and effect for the period oftwenty-one (21) years following the death of the survivor of President George W. Bush, and his respectivechildren, grandchildren, and great grandchildren Hying or in the womb of their mother at the fae the RestatedCovenants is filed and no interest created by the Restated Covenants shall vest at a point ia time at or laterthan the termination of ihe aforesaid twenty-one (21) year period.

14.15 Protection of Mortgagees and Other Encumbrances. No violation or breach of, or failure tocomply with, any provision, of the Restated Covenants and no action to enforce any such provision or toprevent a violation shall cfiect, defeat, render invalid or impair the lien of any mortgage, deed of trust or otherlien on any tuopuiLy if such lien or deed of trusi is taken in good faith and for value and is perfected byrecording in the ROD Office, prior to the time of recording in said office of an instrument filed by theAssociation, describing such property and listing theuame ornames of the Owners) of fee simple title to theproperty and giving notice of a claimed violation, breach or failure to comply with the provisions of theRestated Covenants. Any such violation, breach, failure to comply by a Owner, or action by the Associationor other Owner, to enforce, shall not affect, defeat, render invalid or impair the title or interest of fee holder ofany such mortgage, deed of trust or other Hen. or title or interest acquired by any purchaser upon foreclosureof any such mortgage, deed of trust or other lien, nor shall such violation, breach or failure to comply icsuliinany liability, personal or otherwise, of any such holder or purchaser. Any such purchaser on foreclosure shall,however, take subject to the Restated Covenants wife the exception of violations or breaches o£ or faflures tocomply with, any provisions of the Restated Covenants which occurred priorto the vesting of fee simple titlein such purchaser, and such prior acts shall notbe deemed breaches or violations hereof or failures to complyherewith -withtespect to such purchaser, bis heirs, personal representatives, successors or assigns. Provided,however, that any action, of such !ien holder, etc. aSer takang title to, or possession of, such property, whichconstitutes a violation shall cause such new Owner, etc. to be subject to aU Assessments, charges, restraints,restrictions, burdens and obligations under the Restated Covenants.

14.16 Attorney Fees. Except as otherwise herein provided, in tfie event any legal action hecommenced concerning ifaese Restated Covenants, the prevailing party in such acn'on(s) shall be entitled toreimbursement of all costs and expenses including all reasonable attorney fees and costs, including thoseincurred prior to commencement of such aclion(s) and during any and all appellate proceedings.

H.17 Owner's Rights and Obligations Appurtenant AH rights, easements and obligations of aOwner under the Restated Covenants are hereby declared to be and shall be appurtenant to the title held by (heQ\vner and may not be transferred, conveyed, devised, bequeathed, encumbered or otherwise disposed of

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separate or apart Irara the title held by the Owner. Every transfer, conveyance, grant, devise, bequest,encumbrance or other disposition of the title held by a Owner shall be deemed to constitute a conveyance,grant, devise, bequest, encumbrance, transfer or disposition of such rights and obligations.

ROSE HELL PLANTATION PROPERTYOWKEES ASSOCIATION, INC

Charles J.Its: President

Richard JohnspnIts: Secretary

(SEAL)

STATE OF SOOTH CAROLINA

COUNTY OF BEAUFORTACKNOWLEDGEMENT

a Notary Public for said County and State, do hereby certify thatCharles J. Hufif, as President of Rose Hffl Plantation Property Owners Association, Inc., personally appearedbefore me this day and acknowledged the due execution of fee foregoing Restated Covenants.

,2009.iS my hand and notarial seal, this t h e T , day of

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EXHIBIT "A"

Property Description

AIX those certaiapiecEs, parcels andlots ofland known as Rose HflJ Plantation lying andbeing in BlufitonTownship, Beaufort County, SGU& Carolina, and being described as follows:

Lots, open space, open areas, Calleton Point "A", Colleton Point "B", and roads contained in Block A, RoseHill Plantation, more particularly shown and described in that certain Plat entitled "A Plat of the Subdivisionof Block A Rose Hill Plantation" prepared by Coastal Surveyiag Co., fee., Jeny L. Sichardsoa, S.C^X.S.4784, dated April 29, 19S1= recorded in Flat Book 36 at Page 40, Beaufort County Escords.

Lots, open area, leisure trails and roads contained in Black Bs Rose Hill Plantation, more particularly sho^nand described in &at certain. Plat entitled "A Plat of The Subdivision of Block B Rose Hfll Plantation"prepared by Coastal Surveying Co., fee., Jerry L. Richardson, S.CRX.S. 47S4, dated April 30, 1981,recorded in Plat Book 30 at Page 121, Beaufort Countj? Records.

Lots, open space, leisure trails, future lots and roads contained in Block B-l, Rose Hill Plantation, moreparticularly shown and described in that certain, Plat entified "A Plat of Block B-l Beifair Estate Lots, aSection of Rose Hill Plantation" prepared by Coastal Surveying Co., Inc., Jeiry L. Richardson, S.C.RL.S.47S4, dated December 22, 1982, recorded in Plat Boole 31 at Page 39, Beaufort County Records.

Lots, open space and roads contained, in Block B-2, Rose Hill Plantation, more particularly shown anddescribed in Oral certain Plat entitled "A Plat of Revisions to Block B-2 a Portion of Rose Hfll Plantation"prepared by Thomas & Hutton Engineering Co., QcEavio Arango, S.ORJLS. 12066, dated November 8, 1 988,recorded in Plat Boafc 35 at Page 332, Beaufort County Records.

That certain, property described as Lot 3064, more particularly shown aad described in feat certain Platentitled "A Plat of Lot 3064, Block B-4 a Portion of Rose Hill Plantation" prepared by Thomas & HuKonEngineering Co., Octavio Arango, S.CRJLS. 12Q66, dated February 9, 1989, recorded hi Plat Book 35 atPage 360, Beaufort County Records.

Lois, open space and roads contained in Block B-5, Rose HiU Floatation, zaora particularity stem anddescribed in that certain Plat entitled "A Plat of BlockB-5 Consisting of 46 Lots, Being aPortion ofRose HfllPlantation" prepared by Thomas & Htffton Engineering Co., Octavio Arango, S.C.R.L.S. 12066, dated July26, 1 9S9, recorded in Plat Book 36 at Page 146, Beaufort County Records, and in that certain Flat entitled" APlal ofBlock B-5 Consisting of 46 Lots, a Portion of Rose Hill Plantation" prepared by Tboinas & HuttonEngineering Co., Octavio Arango3 S.CJLL.S. 1 2066, lastreviscd September S, 1989, recorded in Plat Book38 at Page 168, Beaufort County Records.

Lots, open space and roads contained in Block C, Ross Hill Plantation, more particularly sbown anddescribed in tbat certain Plat entitled "A Plat of 129.247 Acres Block C Rose Hill Plantation"prepared fay Coastal Surveying Co., Inc., Jeny L. Richardson, S.C.R.L.S. 4784, dated December 4, 198 1,recorded in Plat Book 36 at Page 37, Beaufort Couaty Records.

Lots, open space, roads and horse trails contained in Block D,Rose H21 Plantation, more particularly shownand described in tbat certain Plat entitled "A Plat of Black D Rose Hfll Plantation" prepared by CoastalSurveyingCo. Inc. , Jerry L. Richardson, S.CJR.L.S.47S4,datedFebruary 23, 1981»recardediQPlatBaok36at Page 212. Beaufort County Records.

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Lots, future lots, horse bails, open space and roads contained in Block JES Rose Hill Plantation, moreparticularly shown and described in that certain Plat entitled "A Plat of Block E A Section of Rose HEBPlantation" prepared by Coastal Surveying Co.3 foe., Jerry L. Richardson, S.C.RX.S. 4784, dated June 10,19S3 f recorded in Plat Book 31 at Page 157, Beaufort County Records.

Lots, opea space and roads contained ia BIockF, Rose HiU Plantation, znQreparh'eaisriy shown and describedin that certain Plat entitled "A Plat of BlockF Being a Portion ofRose HOI Plantation" prepared hy Thomas £Button Engineering Co., Ocfevio Arango, S.C3U-.S. 12066, dated August 12,1997. recorded in Plat Book64 at Page 38, Beaufort County Records.

Lots, open space androads contained in Block J, Rose Hill Plantation more particularly shown and describedin that certain Plat entitled "A Plat of Block J a Section of Rose Hall Plantation" prepared by CoastalSurveying Ca.9 inc., Jerry L. Richardson, S.C JtL.S. 47843 dated May 1S, 1983, last revised February 12,198S, recorded in Flat Book 34 at Page 96, Beaufort County Records.

Lots, open space and roads contained in Block K, Rose Bfll Plantation, more particularly shown anddescribed in that certain Plat entitled "A Plat ofBlockK Beinga Portion ofRose Hifl Plantation" prepared byThomas &Hutton Engineering Co., Octavio Arango, SJC&L.S. 12Q66, dated June29,19SS, recorded in PlatBook 36 at Page 100, Beaufort County Records.

Lots, open space and roads contained in Block L, Rose HiH Plantation, more particularly shown anddescribed in lhat certain Flat entitled "APlat of BlackLBeingaPortion of RoseHitiPiantau'on" prepared byThomas & Hulton Engineering Co., Octavio Arango, S.ORX.S. 12066, dated July, 198S, recorded in PlatBook 38 afePage 153, Beaufort County Records.

Lots, open space, common areas, golf maintenance easement areas, lagoons androads contained in BlcckM,Rose Hill Plantation, more particularly shown and described ia that certain. Plat en&kd "A Flat of BlockMRose Hill Plantation" prepared by Coastal Surveying Co., Inc., Jerry L. Richardson, S.C .RX.S. 4784, datedJuly 3,1981, recorded in Plat EooK 36 at Page 41, Beaufort County Records.

Lots, open space and roada contained in Block N3 Rose H31 Plantation, more particularly shown anddescribed in that certain Plat entitled "A Plat ofBlocfcN Rose Hill Plantation" prepared by Coastal SurveyingCo., Inc., Jerry L. Richardson, S .C.RX.S. 4784, dated January 20,19S2, recorded in Plat Bo-ofc 30 at Page73, Beaufort County Records.

Lots, opea space and roads contained in Black Q, Rose HiU Plantation, taore particularly shown anddescribed in that certain Plat entitled "A Plat ofBlocfc O Rose Hill Plantatton"prepared by Coastal SurveyingCo., Inc.. Jerry t. Richardson, S.C&.L.S. 4784, dated May 25,3982, recorded in PiatBookSD atPage 141,Beaufort County Records.

Lots, open space and roads contained in Block P, Rose HiU Plantation, more particularly shown and describedin that certain Plat entitled "A Plat of Block P a Section ofRose Hill Plantation" prepared by CoastalSurveying Co., inc., Jerry L. Richardson, S.C.R JLS. 4784, dated January 7,1983, recorded in Plat Book 31at Page 38, as revised in that certain Plat entitled "A Plat of Block P, a Section of Rose Hill Plantation,prepared by Coastal Surveying Co., Inc., Jerry L. Sichatdson, S.CJRJLS. 4784, dated February 14,1989,recorded in Plat Book 35 at Page 364, Beaufort County Records.

tots and roads contained in Block Q, Rose Hill Plantation, more particularly shown and described in thatcertain Plat entitled "A Plat ofBlock Q, Rose Hill Plantation," prepared by Coastal Surveying Co., Inc., Jeuy

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L. Richardson, S.ORJLS. 4784, dated August 7, 1981, recorded in Plat Book 30 at Page 30, BeaufortCounty Records.

Lots, open space and roads contained in Block R, Rose Hill Plantation, more particularly shown anddescribed in that certain Plat entitled "A Plat of Block R Containing 36 Patio Lots Being 3 Portion of RoseHill Plantation" prepared by Thomas & Hutton Engineering Co., Octavio Arango, S.C.RJL.S. 12066, lastrevised March 29,1989, recorded in Plat Book 36 at Page 7, Beaufort County Records.

Lots, open space and roads contained in Block S,Rose Hin Plantation, marcparn'cularfy shown and describedin that cerfam Plat entitled "A Plat of Block S Consisting of 30 Lots Being a Portion ofRose Hill Plantation"prepared by Thomas & Button Engineering Co., Qctavio Arango, S.C.R-L.S. 12Q66a dated July 20,1989,recorded in Plat Book 37 at Page 25, Beaufort County Records, and in that certain Plat entitled "A Plat ofBlock S Consisting of 30 Lots Being a Portion of Rose Hifl Plantation" prepared by Thomas & HuttonEngineeringCo., Octavio Arango, S.CR.L.S. 12066, revised September26,19S9, recorded inPlatBookSSat Page 167, Beaufort County Records.

Lots, open space and roads located within Srunter Square Subdivision, more particularly shown anddescribed in that certain Plat entitled "A Plat of a Sumter Square, a Section ofRose HiUPlaatation" preparedby Coastal Surveying Co., Inc., Jerry L. Richardson, S.C.RX.S. 4784, dated June 23,1983, recorded in PlatBook 31 at Page 158, as revised by that certain survey entitled "A PJat of a Re-Combination of a Portion ofSutnter Square Subdivision, Being a Portion of Rose I-Iill Plantation" prepared by Thomas & ButtonEngineering Co., Octavio Arango, S.C-Ri.5.12066, dated September 5,1988, recorded in Plat Book35 atPage 332, Beaufort County Records.

Lots, open space and roads contained in Block T, Rose Hill Plantation, more paitieularfy shown anddescribed ia that certain Plat entitled "A Plat ofBlock T Being a Portion ofRose Hill Plantation" preparedbyThomas & Hutton Engineering Co., Octavio Arango, S.CR.L.S. 12056, dated July 25,19SS,rEcordedajPIa£Book 35 at Page 265 and those lots and open space as sho'wn and depicted ia that certain Plat entitled "APIatofBlockTPbase n Being a Portion of Rose Hill Plantation0 prepared by Thomas & Button Engineering Co.,OctaviaAiango.S.C.RJL.S. 12066, dated October 13,198S, recced inP)atBoak35atPage330,BeaufortCounty Records.

Lots, open space, drainage rights-o£-way and roads contained in Block U3 Rose Hill Plantation, snoreparticularly shown and described in that certain Plat entitled "A Plat ofBlockU Being a Portionof Rose HfflPlantation" prepared by Thomas &Hutton Engineering Co., William G. Foster, S.CJRJLS. 2783, dated May22, 1987, recorded in Plat Book 35 at Page 85, Beaufort County Records; as revised in. that certain Platentitied "A Plat of BIoclc U Being a Portion of Rose Hill Plantation" prepared by Thomas & HwttonEngineering Co., Octavio Arango, S.CJU..S. 12066, dated July 11,1988, recorded in PJat Book 35 at Page210, Beaufort County Records.

Lots, open space, lagoon, and roads contained in Block U, Phase H, Rose Hill Plantation, more particularlyshown and described in that certain Plat entitled "A Plat of Block U Phase n, a Portion ofRose HiHPlantation" prepared by Thomas & Hutton Engineering Co., Octavio Arango, S.CJRLL.S. 12066, datedFebruary 9,1996, recorded in PJat Book 5S at Page 27, Beaufort County Records.

Lots, open space, open space conservancy areas and roads eonfained in Block Vy Rose Hill Plantation, moreparticularly shown and described in that certain Plat entitled "A Plat of Black V Consisting of 41 Patio LotsBeing a Portion ofRose HiS Plantation" prepared by Thomas & Hutton Engineering Co., Octavio Arango,S.C.RX.S. 12066. datedMarch 15, ]9S9,iecorded in Plat Book 36 at Page 65 as revised by that certain Platentitled "APIat ofBlock VConsisting of 41 Patio Lots Being a Portion ofRose Hill Plantation" preparedby

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Thomas & Button Engineering Co., Octavio Arango, S.C.RX.S. 12Qfi6s dated March 16, 1989, last revisedApril 3, 1 990, recorded an Plat Book 38 at Page 90, Beaufort County Records.

Parcel described as Block W, containing 35.743 acres, more or less, more particularly shows and described inthat certain Plat entitled "A Boundary Plat of Block ' W & 6YS Containing 80.201 Acres, a Portion of RoseHill Plantation" prepared by Xboznss & Hutton Engineering Co., Octavio Arango, S.CJRX.S. 12066, datedSeptember 2S, 1996, recorded in Plat Book 66 at Page 191, Beaufort County Records.

Parcel shown and designated as ̂ Future Development C", containing 5.531 acres, more or less, on thatcerfainplat entitled "Boundary Survey of Old Carolina Golf Course, a Section ofBucfc Island Road, BlufitenTownship, Beaufort County, South Carolina", prepared by Surveying Consultants, Terry G. HatebeO,S.CJ»X.S.No. 11059, dated January 29, 1998, last revised July 19, 1999, and recorded in PlatBook 70 atPage 177, Beaufort County Records,

Lots, open space and roads contained in CInb Gate Subdivision. Rose Hill Plantation, more particularlyshoism and described in that certain Plat entitled "Subdivision Plat of Club Gate Subdivision, a Section ofBlock W, Rose EOU Plantation," prepared by Surveying Consultants, Terry G. Eatchell, S.CRX.S. 1 1 059,dated October 1 9, 2000, recorded ia Plat Book 77 at Page 157, Beaufort County Records.

Tract containing S.G72 Acres, being a portion ofPaicel W, being more particularly shown and described on aplat entitled "Boundary Survey of 8.Q72 Acres, CInb Gate, Phase ns a Section of Rose HiU Plantation,"prepared by Surveying Consultants, dated October 18, 2007, recorded in Plat Book 122 at Page 88, Beau&rtCounty Records.

Open Space to the north and east of the above 8.072 Acre Tract as more particularly shown and described ona plat enn'iied "Boundary Survey of S.072 Acres, Club Gate, Phase EL, a Section of Rose HH1 Plantation,"prepared by Surveying Consultants, dated October IS, 2007, recorded in Fiat Book 122 at Page 88, BeaufortCounty Records.

Lots, open space and roads contained in Block Zt Rose Hill Plantation, more particatarfy shown anddescribed in that certain Plat entitled "A Subdivision Plat of Block Z Being aPortion of Rose HJlLPlantanWprepared fay Tfcoroas & Button Engineering Co., Boyce L. Young, S.CRX.S. 1 1079, dated May 9, 2001,recorded in Plat Book 106 at Page 95, Beaufort County Records.

Lagoon, acreage and improvements, more particularly shown and described in that certain Plat entitled "APlat of Pool & Racquet, Club, Being a Portion of Rose HiU Plantation" prepared by Thomas & ButtonEngineering Co., William G. Foster, S.C.R.L.S., dated September 8, 1 9S7, recorded in PIa£ BoofcSS at Page31. Beaufort County Records, as revised by that certain Plat entitled "A Plat ofWillow Lake Pool FormerlyRose Hill Pool & Racket Club a Portion of Rose Hill Plantation" prepared by Thorass &HuKon EngineeringCo.,. Octavio Arango, S.C.RX.S. 1 2066, dated September 22, 1 9SS, recorded ia Plat Book 36 at Page 39,Beaufort County Records.

Open space and parcels, more particularly shown and described in that certain Plat entitled "A Plat ofWoodEden Aineniry Area & Golf Course Maintenance Area, a Portion of Rose Hill Plantation" prepared byThomas & Button Engineering Co., Octavio Arango* S.C.R.L.S. 12056, dated April 25S 19S9S recorded inPlat Book 36 at Page 38, Beaufort Councy Records.

Parcels comprising the Rose Hill Couafcy Club Golf Coarse as more particularly shown and described in thatcenain ?lat entitled "A Plat of Rose Hfll Country Club Golf Course Being a Portion of Rose Hill Plantation"prepared by Thomas & Button Engineering Co^ OcEavio Arsngo, S.C .R.L.S. 1 2Q66, dated February 22, 1 996,recorded in Plat Book 56 at Page IS, Beaufort County Records.

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Acreage and equestrian trails as more particularly shown and described in that certain Plat of Survey entitled"Rose Hill Stables" prepared by T-Square Group, foe., Forrest F. Boughman, S.CJIX.S. 4922, dated April 25,19S9, recorded in Plat Book 36 at Page 42, Beaufort County Records.

Equestrian Center parcel and open space areas as more particularly shown and described in that certain Platentitled "A Plat of 33.I2S Acres, a Portion of Rose Hill Plantation" prepared by Thomas & ButtonEngmeeringCo.,Oetavio Arango, S.CJEULS.12Q66, dated Marcb°sl993,recordedinPlatEook48atPage963 Beaufort County Records.

Wetlands, equestrian trails and open space as more particularly shown and described m that certain Platentitled "A Plat of Parcels D & F, Block F, Being a Portion of Rose Hill Plantation" prepared by Thomas £Button Engineering Co., Octavio Arango, S.CRX.S. 12066, dated December 16. 1997S recorded in PlatBook 64 at Page 153, Beaufort County Records.

Mansion/Plantation House Site as more particularly showa and described in that certain Plat entitled "A Platof Plantation House Site Being a Portion ofRose Hill Plantation" prepared by Thomas &Hutton.£ngineeringCo., Octavio Arango, S.C.RZ.S. 12066, dated February 13,1996, recorded in Plat Book 55 at Page 183,Beaufort County Records.

Open space areas as more particularly shown and described in that certain Plat entitled "A Plat of 1S.4S7Acres, a Portion of Rose HiB Plantation?, prepared by Thomas &. Button Engineering Co., Octavio Arango,S.C.R.L.S. 12066, dated March 10,1993, recorded in Plat Book 48 at Page 97, Beaufort County Records.

Open space and easement areas as more particularly shown and described in that certain Plat entitled "A Platof 18.23 Acres, a Portion of Rose HilVPlantation" prepared by "Thomas & Button Engineering Co., OctavioAnmgo, S.CJUL.S. 12066, dated March 10,1993, recorded in Plat Book 48 at Page 98, Beaufort CountyRecords.

Roads, rights-of-way and open space as more particularly shown and described in that certain Plat entitled "API at ofRose E2J Right-of-Way Key Map Being a 121.64 Acre Portion of Rose Hill Plantation " prepared byThomas & Hutton Engineering Co., Octavio Arango, S.C.R.L.S, 12066, dated February 22,1996, reeardediaPlat Book 59 at Page 46, Beaufort County Records.

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EXHIBIT C6B"

ROSE HELL PLANTATION PROPERTY OWNERS ASSOCIATION, INC.

BY-LAWS

ARTICLE!

ARTICLE H

ARTICLE in

ARTICLE IV

ARTICLE V

TABLE OF CONTENTS

IDENTITVSection 1-01:Section 1:02:

NameQfSces of the Association

Section 2-01: General

MEMBERSHIP AND VOTING PROVISIONSSection 3.01: MembershipSection 3.02: Voting RightsSection 3.03; Quorum Required for Any Action Authorized

at Regular or Special Meetings of the AssociationSection 3.Q4: ProxiesSection 3.05: Majority Vote

JVBSETEN'G OF THE MEMBERSHIPSection 4.01: PlaceSection 4.02: Record DateSection 4-03: Membership ListSection 4.04: NoticesSection 4.05: AnnuaJ MeetingSection 4.06: Special MeetingsSection 4.07: Waiver and Consent

DIRECTORSSection 5.01: Composition of the BoardSection 5.02: Term of OfficeSection 5.03: RemovalSection 5.Q4: Vacancies an DirectorateSection 5.05: Disqualification and Resignation of DirectorsSection 5.06: NominationsSection 5.07: Nominating CommitteeSection 5.08: Election of DirectorsSection 5.09; Regular MeetingsSection 5.10: Special Meeting?Section 5.11: Action without a MeetingSection 5.12: Directors' Waiver afNoticeSection 5.13: Quorum

Page No.

12

222

3333334

4444445555555

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ARTICLE VI

ARTICLE YH

AKHCLEVHI

ARTICLE IX

ARTICLE X

Section 5. 14; Attendance by Etecfronic Mesas 6Section 5.15; Condensation 6Section 5.16; Powers 6Section 5.17: Duties ?Section 5,18: Liability of the Board; Indemnification 8

OFFICERSSection 6.01: Elective Officers 9Section 6.02: Election of Officers 9Section 6.03: Resignation and Removal of Queers 9Section 6.04: Vacancies 9Section 6,05: The President 9Section 6.06: The Vice President 9Section 6.07: The Secretary 10Section 6,08: The Treasurer IB

MAINTENANCE, CHARGES, ANNUAL ASSESSMENTSAND SPECIAL ASSESSMENTSSection 7.0 1 : Payment of Annual Assessments, Speeia?

Assessments and Other Charges 1 0Section 7.02: Depositories IISection 7.03: Fidelity Bonds 11Section 7.04: Fiscal Year 11Section 7.05: Application of Payments and Commingling of Funds 11Section 7.05: Acceleration Upon Default 11Section 7.07: Audits 11Section 7.0S: Application of Surplus 11

COMPLIANCE AND DEFAULTSection 8.01: Violations 12Section 8.02: Attorney Fees 12Section S.03: No Waiver of Eights 12Section S.04: Election of Remedies 12Section S.05: Statement of Common Charges 13Section S.06: Transfer of Property 13

FUNCTIONS OF ASSOCIATIONSection 9.0 J : Ownership and Maintenance of Common

Property, Open Space and Any Public andCommercial Units 13

Section 9.02: Authorized Services 13Section 9,03: Obligations of the Association 13Section 9.04: Mortgage and Fledge 13

AMENDMENTS TO THE BY-LAWSSection 10.3: Notice of Meeting 14Section 10.2: Amendment 14

LIABILITY SURVIVES TERIVIINAIION OF MEMBERSHIP 14

14

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ARTICLE XD1 LIENSSection 13.01: Protection of Property 14Section 13.02: Notice of Suit 14

ARTICLE XIV RULES AKD REGULATIONSSection 14.01: Establishment of Rules and Regulations 15Section 14.02: Authority and Enforcement ISSection 14.03: Due Process Procedure 15

ARTICLE XV MISCELLANEOUS MATTERSSection 15.01: Gender, Number 16Section 15.02: Definitions 16Section 15.03: Execution of Documents 16Section 15.04: Captions 16Section 15.05: Invalidity 16Section 15.06: Waiver 16Section 15.07: How Notice Given 17

Book2838/Page1888

ROSS HILL PLANTATION PROPERTY OWNERS ASSOCIATION, INC.

BY-LAWS

ARTICLE IIDENTITY

The fallowing By-taws shall govern Sie, operation of the Rose Hill Plantation PropertyOwners Association, Inc.

1.01 Name. The name of the corporation is Rose Hill Plantation Property OwnersAssociation, Inc., a not for profit corporation (the "Association'1) incorporated and existing undershe iaws of (he State of South Carolina.

1.02 OfficesoFtbe Association. TheofficesoftheAssociationshallbeat 3 Rose HillWay, Blufftnu. Township, Beaufort County, South Carolina 29910, or such other location as maybe determined by the Board from time to time.

ARTICLE H

2.01 General. All terms used herein and not otherwise defined shall have the meaningascribed to them m that certain FIRST AMENDED AND RESTATED DECLARATION OFCOVENANTS, CONDITIONS AND KESTBICTIONS AMD PROVISIONS FORMEMBERSHff IN ROSE HELL PLANTATION PROPERTY OWNERS ASSOCIATION, IMC.,effective as of April 1 1 = 2009, as amended from time TO time, and recorded is ihe Office of &eRegister of Deeds for Beaufort County. South Carolina in Boofc^^ at Page \y&7 (the"Restated Covenants"), certain provisions of which Restated Covenants may be repeated in full orin part and may be renumbered as they appear.

ARTICLE DIMEMBERSHIP AND VQTTMG PROVISIONS

3.01 Membership. The record owner of a fee simple or undivided fee simple interestin any property -which is subject to the Restated Covenants shall be a Member ("Member") of theAssociation; provided however, that any such person or entity holding such title or interestmerely as a security for performance of an obligation shall not be a Member of the Association;and provided further that, in the case of multiple ovroership of any Lot or portion of the Property,there shall be a maximum of one (1) Member. In the event of such multiple ownership of anyland, including by a partnership, corporation, limited liability partnership or limited liabilitycompany, the name of the Owner designated as Member shall be submitted to the Association inaccordance with me rules and regulations of the Association, and such person shall remain theMember for all purposes hereunto and in the Association's records unless and until theAssociation is notified hy the record Owner of a change of name of the person designated asMember. Only the designated Member and such Member's immediate family shall be entitled toaccess the facilities of the Association as a Member. Rernaiising owners shali be entitled toaccess only in accordance with rules and regulations established by foe Associations its successorsand assigns, for guests feorn lime to lime. Membership may be transferred only as pan of the

KIL70>*HEAD4IS3QWD*7 I

Book2838/Page1889

conveyance of fee simple title to such Member's Lot. Family Dwelling Unit or other portion ofthe Property.

3.02 Voting Rights. A Member shall be entitled to the voting rights described inSection 53 of the Restated Covenants. Except for the Class "B" Member, a Member shall heentitled to one (1) vote for each Lot ovraed or two (2) votes for each Family Dwelling Unitowned. Multiple Owners of any Lot shall be entitled to one (I) vote for each Lot owned and two(2) votes for each Family Dwelling Unit owned. Voting privileges are extended only to Membersin good standing and are subject to Article XIV of these By-Laws. Only Members in goodstanding with no Assessments due but unpaid shall be considered "eligible" to vote. ThisSection, including but not limited to eligibility to vote, shall be applicable, insoiar as possible, toexecution of waivers, consents or objections and for the purpose of ascertaining the presence of aquorum.

3.03 Oaoram Required for Aav Action Authorized at Regular or Special Meetings ofthe Association. The quorum required far any action which is subject to a vote of tbe Members alan open meeting of the Association (as distinguished from the Referendum) shall be as follows:

The first time a meeting of the Members &f the Association is caSed to vote on aparticular action proposed to be taken by the Association, a vote cast by morethan fifty (50%) percent of the Membership eligible to vote shall constitute aquorum, if the required quorum is not forthcoming at any such meeting, asecond meeting may be called subject to the giving of proper notice under theprovisions of Article JY, Section 4.04 and fee required quorum at such meetingshall be a vote .cast by more tftan twenty-five (25%) percent of fee Membersnipeligible to vote. Jh the event the required quorum is not forthcoming at thesecond meeting, a third meeting may be called subject to the giving of propernotice and there snail be no quorum requirement for such third meeting. Unlessotherwise provided, any reference hereafter to "votes cast at a duly calledmeeting" shall be construed to be subject to the quorum requirements establishedby this Section 3.03, and any other requirements for such "duly called meeting"which may be established by the. By-Laws of the Association. For the purpose ofthis section, "proper notice" shall be deemed to be given when notice is mailed toMembers under the provisions of Article IV, Section 4.04. This provision shallnot apply when the proposed action is the amendment of the Restated Covenants;in such instance, fee quorum requirement established by Article XH, Section 12.1of said Restated Covenants shall control. This provision shall not apply to thevote of the Members in any ronoS" election to elect Ifoectors; in such event, fhequorum requirement in Section 5.08 will control. Unless otherwise provided, anyreference hereafter to any vote of the Members shafl be construed to be the voteof only those Members eligible to vote as described in Section 3.02.

3.04 Proxies. Proxy voting shall not be allowed. AH voting will occur by speciallyprovided ballots either ia person, mail, by other electronic method, or by placement in a ballotbox at flie Association's ofSce prior to the date specified in the notice of the vote or meeting.

3.05 Majority Vote. At a meeting at which a quorum is present, the vote of a majorityof the Members present at the meeting, who are eligible to vote, shall be binding upon allMembers for all purposes, except where m the Restated Covenants or in these By-iaws, or bylaw. a higher percentage is required.

Book2838/Page1890

ARTICLE IVMEETING OF THE MEMBERSHIP

4.01 Place. All meetings, annual and special, of the Membership shall be held at theoffice of (he Association, or at such other place and at such time as shall be designated by theBoard and stated ia the Notice of Meeting, ssid shaU he open to all Members.

4.02 Record Date. The Board shall fix a record date for determining Members entitledto notice of and Members eligible to vote at each annual or special meeting. Such, record dateshall be not less than thirty (30) days before the meeting.

4.03 Membership List. After a record date for a notice of a meeting has been faxed bythe Board, a complete list of Members shall be prepared by the General Manager and forwardedta the Secretary. This Membership list shall list the Members by classification of Membershipand shall include the address of record on file with the Association, lot number, and number ofvotes such Member is eligible to vote at the meeting. Such iist shall be maintained in the orBeeof the Association beginning the day after notice is given of the meeting for which the list wasprepared and continuing through the meeting.

4.04 Notices. Except as otherwise provided in the Restated Covenants or these By-Laws, written notice of each meeting of fee Members shall be given by, or at the direction of, theSecretary or person authorized or qualified to caJI the meeting, by masmig a copy of such notice,with proper postage affixed, at least thirty (30) days, but not more than forty (40) days, beforesucb meeting to each Member eligible to vote thereat, to the last known address of the person orentity ^ho appears as Owner of record of each Lot, Family Dwelling tfait or other portion of fteProperty on fee record date in which said notice is mailed. Notice to one (1) of two (2) or moreco-Owners of a Lot, family Dwelling Unit or a portion of the Property shall constitute notice toall co-Owners. It shall be the obligation of every Member to immediately notiiy the GeneralManager of the Association in writing of any change of address. Any person who becomes theMember fallowing the first day in the calendar month ia which said notice is mailed shall hedeemed to have been given notice if notice was given to his predeeessor-in-iitle. Such noticeshall specify the place, day and hour of the meeting, and ia fee case of a special meeting, thepurpose of the meeting. Evidence of such notice having been given may consist of an AfSdayitof Meeting evidencing that the requisite notice was posted in accordance with these By-Laws.The presence at the meeting feat is the subject of the notice by any Member shall constitute suchMember's waiver of notice.

Annual Meeting. The Annual Meeting shall be held during the month of Marchof each year. At fee Annual Meeting, the Members shall elect new Members of fee Board inaccordance with Article V of these By-Laws, and shall transact such other business as mayproperly be brought before the meeting.

4-06 Special Meetings. Special meetings of the Members for airy purpose or purposes,unless otherwise prescribed by statute, may be called by the President of the Association upon theaffirmative vote of fee majority of the Board. In addition, a special meeting of the Members shaUbe called by fee President or Secretary of fee Association -within forty-five (45) days after apetition requesting such a meeting is filed with the Secretary of the Association, which petitionmust be signed by not less thsn twenty-five percent (25%) of fee eligible votes in fee Association,which request shall specifically state the purpose or purposes of the proposed meeting. Businesstransacted at all special meetings shall be confined to the subjects stated in the notice thereof.

Book2838/Page1891

4.07 Waiver and Consent Whenever the vote of Members at a meeting is required orpermitted by any provision of these By-Laws or the Restated Covenants to be taken in connectionwith any action of the Association, the meeting and vote of Members may be waived if a majorityof Members who would have been eligible to vote on the action if such meeting were held, shallconsent in writing to such action being taken; provided, however, notice of such action shall begiven to afl Members, unless all Members participated in the approval of such action.

ARTICLE VDIRECTORS

5.01 Composition of the Board. A Board of Directors elected by the Members of theAssociation consisting of seven (7) or nine (9) Members shall govern the Association, eachelected for staggered three (3) year terms.

5.02 Term of Office. A term of office is three {3} years. The members of the Boardshall hold ofSce autil their successors have been elected and hold their iirst meeting. Boardmembers are subject to replacement in the event of death, resignation, or removal from office asset forth in Sections 5.039 5.04 and 5.05.

5.03 Removal. Any Director may be removed &OTO the Board, -with or without cause,by a majority vote of the Members at a meeting where a quorum is present, called for the purposeof removing (he director, provided the notice of the meetiag stated that this was the purpose, orone of the purposes, of the meeting. A successor may then and there be elected by the Membersto fill the vacancy thus created. If the Association fails to elect a successor, me Board may fiUthe vacancy in the manner provided in Section 5.04 below.

5.04 Vacancies on Directorate. If Hie ofBce of any Director or Directors becomesvacant by reason of death, resignation, retirement, disqualification, removal from office orotherwise, such vacancy or vacancies shall be filled in accordance with the provisions ofArticle V, Section 5.6 of the Restated Covenants.

5.05 Disqualification and Resignation of Directors. Any Director may resign at anytime by sending written notice of such resignation to the Board, Resignation shall take effectupon receipt thereof by the Secretary. In the event that any Director shall be absent irom three(3) consecutive regular Board of Directors meetings or more tban a total of four (4) such meetingswithin any one (1) year period, the Board member may be considered to have vacated his/her seatin the sole discretion of the Board. The transfer of ownership of his only Lot, Family Dwellingunit or other portion of the Property fay an Owner while serving as a Director to a third party otherthan an Owner's spouse or trust for the benefit of such Owner or such Owner's spouse, or thedelinquency of payment of any assessment or oHher charges of over sixty (60) days shaHconstitute 3 resignation. In such circumstances, the vacancy shall be filled in accordance with theprovisions of Article V, Section 5.6 of the Restated Covenants.

5.06 Nominations. NominatiaDS for election by the Members to the Board shall bemade by a Nominating Committee and submitted to the Board no later than forty-five (45) daysprior to the Annual Meeting. Nominations may also be made by written petition signed by notless than twenty-five (25) Members eligible to vote submitted to die Board no later than forty-five(45) days prior to the Annual Meeting.

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5.07 Nominating Committee. The Nominating Committee shall consist of three (3) ormore Members, one of whom shall be a Board member, appointed by the Board, but this BoardRepresentative shall not be the President of the Board. The Board shall designate the chairman ofthe Committee who shall not he a Board member. The Nominating Committee shall serve untilthe close of the next Annual Meeting.

The Nominating Committee shall make as many nominations as it shalldetermine, subject to review and confirmation by the Board, but not less than the number ofvacancies to be filled, OEher than candidates nominated fay the petition process, the NominatingCommittee has sole discretion to select candidates for election to the Board pursuant to the rulesand protocols established by the Committee and the Board from time to time.

5.08 Election of Directors. Election to the Board shall be by secret written ballot ofthe Membership tcsent" not less than four (4) weeks prior to the Annual Meeting at which suchelection shall take place. Ballots shall be returned by mail or hand delivery to the individualdesignated by the Board al (he administrative office of the Association, or as otherwise specified,and received no later than the date and time specified on the ballot Ballots not properly cast ortimely received shall be declared invalid and not counted; no ballots will be accepted after thedate and time specified on the ballot Cumulative voting shall not he permitted. Electronicvoting is permitted.

Persons receiving the largest number of eligible votes shall be elected- In theevent of a lie, a runoff election shall be conducted by written ballot as the first course of businessat the Annual Meeting and the person(s) receiving the largest number of Totes in such runoffelection shaH be elected. For porposes of such runoff election, the Members present at theAnnual Meeting eligible to vote shall constitute a quorum.

5.09 Regular Meetings. The Board may establish a schedule of regular meetings to beheld at such time and place as the Board may designate from Urns to time. All meetings of theBoard, including special meetings, except for executive sessions, shall be open to all Members.

5.10 Special Meetings. Special meetings of the Board may be called by the President,and in his absence, by the Vice President, or by any two (2) of the members of the Board, bygiving three (3) days notice by first class mail, facsimile, telephone, e-mail or other electronicmeans of communication, to afl of the members of the Board of the time and place of saidmeeting. Al? notices of special meetings shall state the purpose of the meeting.

5.11 Action Without a Meeting. Actions required or permitted by law, the RestatedCovenants or these By-Laws may be taken without a meeting if the action is taken by eachDirector and evidenced by one or more consents describing the action taken, signed by eachDirector and included in the minutes. The vole for such actions shall be unanimous.

5.12 Directors' Waiver of Notice. Before or at any meeting of the Board, any Directormay waive notice of such meeting and such waiver shall be deemed equivalent to the giving ofnotice. The waiver must be in writing, signed by the Director entitled to notice, and filed with theminutes; provided, however, attendance by a Director at any meeting of the Board shall constitutea waiver of notice of such meeting.

5.13 Quorum. At all meetings of the Board, a majority of the members of the Boardshall constitute a quorum for the transaction of business; however, the affirmative vote of feemajority of the total number of Directors authorized to serve shall be required to take action by

Book2838/Page1893

the Board, unless the vote of a greater number of Directors is required by the Restated Covenantsor these By-Laws. If, at any meeting of the Board there be less than a quorum present, themajority of those present may adjourn the meeting. At each such adjourned meeting, anybusiness, which might have been transacted at the meeting, as originally called, may be transactedat a future meeting without further notice. The joinder of a Director in the action of a meeting byapproval of the minutes shall reflect the presence of such Director for the purpose of determininga quorum.

5.14 Attendance by Electronic Means. Directors may participate m any regular orspecial meeting by any means of communication by which all Directors participating may heareach other simultaneously during the meeting. The director so participating shall be deemed to bepresent in person at the meeting.

5.15 Compensation. No Directors shall receive compensation for any service suchDirector may render to the Association. However, any Director niay be reimbursed for his actualexpenses incurred in the performance of the duties by such Director.

5.16 Powers. The Board shall have the powers necessary for the administration of theagairs of the Association and may do ail such acts and things as are not by law or by the RestatedCovenants, the Association's Articles of Incorporation, or these By-Laws, directed to beexercised and done by Members. These powers shall specifically include, but shall not be limitedto, the powers granted to the Board by law or the Restated Covenants and the following:

(a) To exercise ail powers specifically set forth in the Restated Covenants, inthis Association's Articles of Incorporation, in these By-Laws, and allpowers incidental thereto.

(b) To fix and levy Assessments, as set forth in the Restated Covenants,collect said Assessments and use and expend the Assessments to carryout the purposes and powers of the Association.

(c) To employ, dismiss and control the personnel necessary for themaintenance and operation of the Property and of the Common Property,including the right and power lo employ attorneys1 accountants,contractors and other professionals as the need arises.

(d) To make and amend Rules and Regulations respecting the operation anduse of the Common Property and any Public and Commercial Unitsowned by the Association and establish a schedule of fines and penaltiesfrom time to time.

(e) To contract for the management of the Property and to delegate to suchcontractor all of the powers and duties of the Association, except those,which are required by these By-laws or by the Restated Covenants tohave approval of the Directors, To contract for the management oroperation of portions of the Common Property and any Public andCommercial Units owned by the Association to the separate managementor operation thereof and to lease or concession such portions.

(r) To make further improvements to the Common Property, both real andpersonal, and any Public and Commercial Units owned by the

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Association, and the right to purchase realty and items of furniture,furnishings, fixtures and equipment for the Foregoing, and fee right toacquire and enter into agreements, including leases, subject to provisionsof the Restated Covenants, this Association's Articles of Incorporationand these By-Laws.

(g) In addition to those set forth in the Restated Covenants, to designate oneor more standing and/or ad hoc committees. Committees establishedhereunder are: Audit Committee; Long Range Planning Committee;Nominating Committee; Election Committee, and any other committeeestablished by the Board hereunder. Such committees shall materecommendations to fee Board for Board approval. Sach committeesshall consist of at least three {3} Members. The committees shall havesuch purposes as may be determined by the Board, and said committeesshall keep regular minutes of their proceedings and report the same to theBoard. Each committee shall have a Director liaison who shall serve asan ad hot: Member of such committee.

(h) To borrow money to meet the financial needs of Sie Association and tomortgage the property of the Association and to pledge revenues of theAssociation as security for such loans made to the Association, theproceeds of which loans shall be used by me Association in performingits authorized functions.

(i) To create and manage other business entities to hold, manage or operatereal property of and for the benefit of the Association; except, however,the Association shall not operate or manage the Golf Course.

5.17 Duties. The duties of the Board shall specifically include, but sball not be limitedlo the duties imposed upon it by the Restated Covenants and Ihe following:

(a) To cause to be kept a complete record of all its acts and corporate affairsand to present a statement thereof to the Members at the Annual Meetingof the Members, or any special Electing when such statement is requestedby a petition signed by not less than twenty-five percent (25%) of theeligible votes of the Association is filed with the Secretary of theAssociation.

(b) To employ, dismiss and supervise all officers, agents and employees ofthe Association, necessary for the maintenance and operation of theProperty* and to employ attorneys, accountants, contractors and otherprofessionals as the Board deems appropriate and necessary.

(c) As more Silly provided in the Restated Covenants, to:

(0 fix the amount of the annual Assessments as defined in theRestated Covenants not later than the first calendar quarter ineach year;

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(n) send written notice of the annual Assessments payable to everyMember subject thereto as soon as practicable after the fetinghereof; and

(iii) collect such annual Assessments and use and expend suchamounts la carry out the purposes and powers of the Association;and

(hr) take action against delinquent payment of Assessments, enforcethese lien, coHeetJon and legal rights against any property and/orMember for which Assessments are not paid.

(v) Take action agaissL delinquent pa^merst of Assessments andcharges to Member accounts with the right to place a lien on theproperty of such Member, and to take any and all other action atlaw against the Member personally obligated to pay the same.

(d) To issue, or to cause an appropriate officer to issue, upon demand by anyperson, a certificate setting forth whether or not any Assessments havebeen paid. A reasonable charge may be made by the Board for theissuance of these certificates.

(e) To procure and maintain adequate liability and hazard insurance onproperty owned by the Association m the §>rm and amount required bydie Restated Covenants.

(f) To cause, in fee sole discretion of the Board, all officers or employees ofthe Association having fiscal responsibilities to be bonded, with fidelitybonds in the form and amount required by fee Association, and thepremium on such bonds shall be paid by the Association.

(g) To cause the Common Property to he maintained.

(h) To review and amend, if appropriate, the proposed annual budget,

(i) To agree to be bound by a Conflict of Interest statement

(j) To perform any other duties consistent with the carrying out of thepurpose of the Restated Covenants and these By-Laws.

(k) To not disclose conftdeatiai or privileged mforman'oii in breach of theBoard's confidential information disclosure policy whether written orotherwise, unless otherwise required by law.

5.18 Liability of the Board: Indemnification. Except as required under fee laws of fheStale of South Carolina, the members of the Board shall not be liable to the Members or theAssociation for any mistake of judgment, negligence, or otherwise, except for their ownindividual willful misconduct or bad faith. To the extent permitted under the laws of the Stale ofSouth Carolina, the Association shall indemniiy and hold harmless each of the members of theBoard against att contractual liability to others arising out of contracts made by the Board onbehalf of the Association artless any sucfa contract shall have been made in bad faith or contrary

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to the provisions of the Restated Covenants* of these By-Laws, and of law. It is intended that feemembers of the Board shall have HO personal liability with respect to any contract made by themon behalf of the Association. It is understood and pennissifale and shall not be deemed to be self-dealing for the Association to contract with corporations OTvned or controlled, or affiliated withMembers of the Association or the Board. It is also intended that the liability of any Memberarising out of any contract made by the Board or out of the aforesaid indemnity in favor of themembers of the Board shall be limited to such proportions of the total liability thereunder as hisinterest in the Common Property bears to the interests of all the Board, or by any managing agent,or by any management finiz, as the case may be, are acting only as agent for the Members andshall have DO personal liability thereunder (except as Members), and that each Members' liabilitythereunder shall be limited to such proportion of the total liability thereunder as his interest in theCommon. Property bears to the interests of all Members in the Common Property.

ARTICLE VI

6.01 Elective Officers. The principal officers of the Association shall be a President^ aVies President, a Secretary and a Treasurer, and such other officers as the -Board may from timeto time byresolun'oa create, all of whom shall be members of the Board.

6.02 Election of Officers. The election of officers shall take place at the first meetingof the Board following each Azmun] Meeting of the Members.

6.03 Resignation and Removal of Officers. Any officer may be removed from officewith cause by the Board by majority of vote by the Board. Any officer may resign from office bygiving -written notice to the Board, the President or the Secretary. Such resignation shall tafeeeffect on the date of receipt of such notice or at any later time specified therein, the acceptanceand/or acteiowledgeraent of acceptance of such resignation shaH not be necessary to make iteffective. Resignation from office shall not require resignation from the Board.

6.04 Vacancies. A vacancy in any office may be filled by appointment by the Boardto such office. Hze officer appointed to such vacancy shall serve for the remainder of the term ofthe officer replaced.

6.05 The President. The President shall be the chief execntive officer of theAssociation and shall preside at all meetings of the Members and of the Board. The Presidentshall have executive powers and general supervision over the affairs of the Association and otherofficers and shaH see that orders and resolutions of the Board are carried out The President shallsign all leases, mortgages, deeds, and other written contracts and instruments, which commit oroblige the Association or otherwise make the Association financially or legally liable. ThePresident is authorized on behalf of the Board and the Association to execute all promissory notesand perfonn afl ofthe duties incident to this oBice which may be delegated from time to tone byvote by the Board and reflected in the crrinutes.

6.06 The Vice President. The Vice President shall take the place of and perform al! offoe duties of the President in his/her absence or when the President is unable to act. The VicePresident shall have such other duties incident to his office which may be delegated to hnn fromtime to time by the Board and recorded in ftie minutes.

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6.07 The Secretary. The Secretary shall issue notices of sH Board meetings and ailmeetings of the Members. The Secretary shall bave charge of all of the Association's books,records, and papers, except those kept by the Treasurer and shall authenticate the records of theAssociation when necessary.

6.08 The Treasurer. The Treasurer shall have such accounting duties as may beassigned from time to time including but not limited to:

(a) have custody of the Association's iunds and securities, except the Hindspayable to any management firm, and shall keep full and accurateaccounts of receipts and disbarsemeats in books belonging to IheAssociation, and shall deposii all monies and other valuable effects in thename of and to the credit of the Association, in such depositories as maybe designated iroin time to tnne by the Board as recorded in the minutes.

(b) co-sigi checks and promissory notes at the request of lihe President of theBoard, as referenced in Section 6.Q5.

(c) disburse the funds of the Association as may be ordered by the Board inaccordance with these By-Laws.

(d) promptly report the status of Assessments, maintenance fees, coilectionSjand all delinquencies to the Board.

(e) in conjunction with the Association's General Manager and such otherpersons as the Treasurer recommends or as the Board may designate,sfaall prepare an annual budget for consideration, modification, ifappropriate, and ultimate approval by the Boaid.

(£) the duties of the Treasurer may be delegated to a management firm orprofessional employed by the Association, in which event suchmanagement firm shall have custody of the books of the Association as itdetermines is necessary for me performance of such Treasurer dudes andthe foregoing may include any books required to be kept hy the Secretaryof the Association.

ARTICLE VHMAINTENANCE. CHARGES. ANNUAL ASSESSMENTS AND SPECIAL ASSESSMENTS

7.01 Payment of Annual Assessments, Special Assessments and Other Charges. Asmore fully provided in the Restated Covenants and in these By-Laws, each Member's financialobligation to the Association is seerared by a continuing lien upon the Lot, Family Dwelling Unitor other portion of the Property against which the annual Assessments, special Assessments, orother charges are made. The AssoeiaD'on may bring an action at law against the Memberpersonally obligated to pay the same or foreclose the lien against the Lot, Family Dwelling Unitor other portion of the Property, and interest, costs, and reasonable attorney's fees of any suchaction shall be added to the amount of such annual Assessments, special Assessments, or othercharges. No Member may waive or otherwise escape liability for the Assessments providedherein by nonuse of the Common Property or abandonment of such Member's Lot, FamilyDwelling Unit or other-portion of the Property which is subject to the Restated Covenants.

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7.02 Depositories. The funds collected shall be deposited in such banks anddepositories as may be determined by the Board upon resolutions approved by the Board. Suchfunds shall be withdrawn only upon eheefcs and demands for money signed as designated inSections 6.05 and 6.08 hereof. Obligations of Association shall be signed by at least two (2)officers of the Association as may be designated by me Board; provided, however, that theprovisions of any agreement between the Association and any management fern or professionalrelative io the subject matter in this Section shall supersede the provisions hereof. Suchagreement shall he recorded ia the minutes.

7.03 Fidelity Bonds. At the option of the Board, the Treasurer and all officers who areauthorized to siga checks and all officers and employees of the Association and any employee ormanagement agent handling or responsible for *he Association funds, and of any contractorhandling or responsible for Association fimds including any management firm be bonded in suchamount as may be determined by the Board. Such bonds shall be in an amount sufficient to equalthe monies an individual handles or has control of via a signatory or a bank account or otherdepository account Except fidelity bonds that a management agent or contractor obtains for itspersonnel, aft bonds shall name the Association as an obligee and shall have their premiums paidas a common expense by the Association. AH such bonds shall provide for at least ten (10) days'written notice to the Association before the bond can be canceled or substantially modified forany reason.

7.04 Fiscal Year. The fiscal year for the Association shall begin on the 1st day ofJanuary of each year. However, the Board is expressly authorised to change to a different fiscalyear by majority vote of the Board and in. accordance vri& the Internal Revenue Code of theUnited States of America, af such time as (Jie Board deems it advisable.

7.05 Application olFavmeats and Commingling of Funds. Afl sums collected by theAssociation from Assessments, charges and other fees may be commingled in a single fund ordivided into more than one fund, as determined by the Board, except as otherwise provided in theRestated Covenants and these By-Laws. Afi Assessments, charges and o&er fees paid by aMember shall be applied as to interest, delinquencies, costs and attorney's fees, other charges,expenses and advances as provided herein and in the Restated Covenants, in such manner andamounts aa the Board determines in its sole discretion.

7.06 Acceleration Upon Default if a Member shaft be m default in the payment of aninstallment for any Assessment, the Board may accelerate fee remaining instaHrnent(3) for thefiscal year upon -written notice, mailed via U.S. Postal Service to the Member; and the unpaidbalance of the Assessment shall become due upon the date stated ia the notice, but not less &anfifteen (15) days after the mailing of such notice to the Member.

7.07 Audits. An audit of the accounts of the Association will be made upon request ofa majority of the Members in -writing to the Board and at such times as the Board deemsnecessary bat not less frequently than every year commencing in the year 2009.

7.08 Application of_ Surplus. Any payments or receipts to the Association, whetherfrom Members or otherwise, paid during the fiscal year in excess of the common expenses of theAssociation shall be kept by the Association and applied against the Association's expenses forthe follo%ving year or applied to the Reserve Fund.

I \9

ARTICLE VmCOMPLIANCE AND DEFAULT

5.01 Violations. In the event of a violation (other that the non-payment of charges oran assessment which shall zequire ao notice) by a Member of any of the provisions of theRestated Covenants, these By-Laws, or the Rules and Regulations of the Association, by directionof its Board, may notiiy the Member by written notice of such breach, and if such violation shallcontinue for a period of time in excess of the amount stated in the notice of such violation fiomthe date of the notice, the Association, through its Board shall have the right to treat suchviolation as the intentional and material breach of fee Restated Covenants., By-Laws or the Rulesand Regulations. The Association, may then, at its option, exercise the following electionsthrough the Board:

(a) Suspension of such Member's rights hereunder, including the right tovote, but only in the event of non-payment of Assessments of any kind;

(b) Any reasonable action taken by the Association in the form of a fine, ordenial of community services, the purpose which is to motivatecompliance;

(c) An action at law to recover for its damage, on bebalf of the Associationor on behalf of the other Members;

(d) An action in equity to enforce performance on the part of the Member; or

(e) An action in equity for such equitable relief as may be necessary underthe ccreumstaaces, including iajuncUve leHef.

Any -violations which are deemed by the Board to be a hazard to public healthmay be corrected immediately as an emergency matter by the Association, and the cost thereofshall be charged to the Member as a specific item which shall be a lien against the property ofsuch Member and/or Membership with the satne force and effect as if the charge were a part ofthe common expenses.

8.02 Attorney Fees. In die event any legal action be commenced eoucemmg these By-Laws, the prevailing party in such action(s) sball be entitled to reimbursement of all costs andejcpenses including all reasonable attorney fees and costs, including those incurred prior tocommencement of such action(s) and during any and all appellate proceedings.

8.03 Ko "Waiver .of Rights. The faite of the Association or of a Member to enforceany rij&l, provision, covenant or condition which may be granted by the Restated Covenants,Aitieles of Incorporation or ihese By-Laws shall not constitute a waiver of the right of theAssociation, the Member to enforce such right, provision, covenant or condition in. t&e iuture.

5.04 Election of Remedies. All rights, remedies, and privileges granted to theAssociation or any Member, pursuant to any terms, provisions, covenants or conditions of theRestated Covenants., Articles of Incorporation or Sjese By-Laws shall fae deemed to be cumulativeand the exercise of any one or more shall not be deemed to constitute an election of remedies, norshall it preclude the parry &us exercising the same from exercising such other and additionalrights, remedies or privileges as may be granted to such other party by the Restated Covenants,Articles of Incorporation or these By-Laws or at law or in equity.

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8.05 Statement of Common Cbatgra. The Board shall, for a reasonable fee, promptlyprovide any purchaser of any Lot or other property or any Institutional Mortgagee so requestingthe same in writing, with a written statement of all unpaid Assessments or common charges duefrom any appropriate Member and the purchaser's liability therefore shall be limited to theamount as set forth in the statement Any Institutional Mortgagee may pay any unpaid commonexpenses payable with respect to property in which it owns an interest and upon such paymentsuch Institutional Mortgagee shall be entitled to have a lien, on such property for the amounts paidof the same rank as the lien of its encumbrance.

S.Q6 Transfer of Property. All Members shall notify 8ie Association of any transfer,by sale or otherwise, of any Lot, Family Dwelling Unit or other portion of fee Property within ten(10) days of the date of same. Said notice shall include such information and be in the form featrfie Association shall prescribe. The Association may send all necessary oatiees to the personshown as Member in its records, and said notice shall be binding as to any other Member whereIne Association has not been notified as provided therein.

ARTICLE IXFUNCTIONS OF ASSOCIATION

9.01 Ownership and Maintenance of Common Property. Open Space, and Any Publicand Commercial Units. The Association shall be authorized to own and maintain any CommonProperty, Open Space areas, Public and Commercial Units, and equipment, fimusoiags, andimprovements as more particularly described in the Restated Covenants and for any otherreasonable maintenance, improvements, sales or acquisitions thereof determined by the Boardfrotft time to time as reflected in minutes or resolutions of the meeting when such action wasapproved.

9.02 Authorized Services. The Association shall be authorized, but not required, toprovide the services as more particularly described herein and in the Restated Covenants. Thefunction and services which the Association is authorized to provide may be increased ordecreased from time to time upon the aiSnnative vote of a majority of the Members eligible tovote in a Referendum conducted by the Board under the procedures set forth in the RestatedCovenants.

9.03 Obligations of the Association. The Association shall not be obligated to canyout or offer any of the functions and services specified or implied in the Restated Covenants,except as required and approved by Referendum vote. Except as herein expressly mandated, thefunctions and services to be carried out or offered by the Association at any particular time shallbe determined by the Board taking into consideration the funds available to the Association andthe needs of the Members.

9-04 Mortgage and Pledge. The Board shall have the power and authority to borrowmoney for use by the Association and to mortgage the property of the Association and to pledgethe revenues of the Association as security for such loans made to the Association which loansshall be used by the Association only in performing its authorized functions.

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ARTICLE XAMENDMENTS TO THE BY-LAWS

The By-Laws may be amended at any duly called meeting of the Members, provided:

10.01 Notice of the meeting shall state that the purpose, or one of the purposes, of feemeeting is to consider the adoption, amendment or repeal of By-Laws and shall contain astatement of the proposed Amendment or a copy or summary of the proposal.

10.02 Amendments to these By-Laws shall fae made in the same manner asamendments to the Restated Covenants as more particularly described in Article XH, Section 12.1thereof

ARTICLE XILIABILITY SURVIVES TERMINATION OF MEMBERSHIP

The termination of Membership in the Association shall not relieve or release any suchformer Member from any liability or obligations incurred under or in any way connected with theAssociation during the period of such ownership and Memberships or impair any rights orremedies whiefc the Association may have against such former Member arising ouE of or in anyway connected with such ownership of property subject to the Restated Covenants and governedby the Association and obligations incident thereto.

ARTICLE XBPAELIAMENTARYR1JLES

The most recent edition of Roberts Rules of Order for small boards shall govern theconduct of the Association's meetings when not in conflict with the Restated Covenants or theseBy-Laws.

ARXtCLEXmLIENS

13.01 Protection of Property. All liens against Ihe Common Property or other propertyof the Association or any portion thereof, other than for mortgages, taxes or Assessments shall faesatisfied or bonded or otherwise removed within sixty (60) days of the date the lien attached. Alltaxes and Assessments upon the Common Property or other property of the Association shall bepaid before becoming delinquent, unless contested in accordance with applicable law, or asprovided in the Restated Covenants, Articles of Incorporation and these By-Laws or by lawwhichever is sooner.

13.02 MoticeofSuiE. All Members shall give Notice 10 the Association of every suit orcourt-ordered sale of any Property of the Association.

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ARUOJEXTYRULES AMD REGTJLATEONS

14.01 Establishment of Rules and Regulations. Subject to the provisions hereof and theprovisions of the Restated Covenants, the Association may establish reasonable rules andregulations concerning the use of Lots, other properties, easement areas. Open Space and theCommon Property and faculties located thereon which are subject to the Restated Covenants.Copies of such rules and regulations and amendments thereto snail be furnished by theAssociation to all Members prior to the effective date of such rules and regulations andamendments thereto. Sach rules and regulations shall be binding upon the Membere, theirfamilies, tenants, guests, invitees, servants and agents, until and unless any such rules orregulations are specifically overruled, cancelled or modified by the Board or in a regular orspecial meeting of the Association by (he vote of the Members, in person or by prosy, holding amajority of the total votes in the Association.

14.Q2 Authority and Enforcement- Subject to ihe provisions of the Restated Covenants,upon the violation of the Restated Covenants, the By-Laws, or any rales and regulations dulyadopted hereimder, including, without limitation, the failure to timely pay any Assessments, theBoard shaR have the power to:

(a) impose reasonable monetary fines on the Member guilty of suchviolation which shall also constitute a continuing lien upon the propertiesof such Member,

(b) suspend a Member's right to vote in the Association; and

(c) suspend a Member's right to use any Common Property other than iheright of ingress and egress and the Board shall have the power to imposeall or any combination of these sanctions.

A Member shall be subject to the foregoing sanctions in the event of such aviolation fay such Member, his family, guests, tenants or invitees, or by his co-Owners. Any suchsuspension of rights may be for Ihe duration of the in&action and for any additional periodthereafter not to exceed six (6) months.

14.03 Due Process Procedure. Except with respect to the feilure to pay Assessments,the Board shall not suspend voting rights, or infringe upon or suspend any other rights of aMember for violations of the Restated Covenants, the By-Laws, or any rules and regulations ofthe Association, or pursue actions defined in Section 8.01 unless and until the followingprocedure is followed:

(a) Written notice of the violation shall be delivered to the person alleged tobe responsible for such violation specifying:

(i) the alleged violation and, if such violation is continuing, ademand to cease and desist &QIH such violation;

(iO the action required to abate the violation; and

(iif) a statement of any restitution required and/or any possiblesanctions to be imposed after notice and hearing.

15

(b) Jh the event (i) the violation continues past the period set forth m suchBritten notice and demand, (ii) required restitution is not timely made, or(Hi) sanctions are to he imposed, the Board shall deliver to the allegedviolator written notice of a Board meeting on the matter to be held inexecutive session at the rime and date specified in the written notice.Such written notice shall include a description of the alleged violation,the time and place of the hearing and a statement that the alleged violatormay attend the hearing and present such information to the Board, as hedeems appropriate. The failure of the alleged violator to attend thehearing set forth in the notice shaft in. no way limit or prohibit ihe Boardfrom taking the action it deems appropriate at such meeting.

(c) Fines for violations of the Covenants, by failing to maintain any Lot,violation of ARB Guidelines, or Rules and Regulations may be imposedby the Association without the notice described in Section I4.03(a), hutshall be subject to right to appeal at a hearing conducted as described mSection 14.Q3(b).

Prior to the effective date of any sanction hereunder, proof of such written noticeshaft be entered in the minutes of such meeting. Such proof shall be deemed adequate if a copyof the notice together with a statement of the date and manner of delivery is entered by theofficer, director or other individual who delivers such notice. The minutes of the meeting shallcontain a -written statement of the tesuits of &e hearing and the sanction imposed, if any. IDaddition to the notice provisions described herein, attendance at the meeting by the allegedviolator shall be deemed receipt of such notice.

ARTICLE XVMISCELLANEOUS MATTERS

15.01 Gender: Number. The use of the masculine gender in these By-Laws includesthe feminine gender, and when the context requires the use of a singular, includes the plural.

15.02 Definitions. The definitions of terms contained herein but defined in theRestated Covenants shall have the same meaning when used in these By-Laws.

15.03 Execution of Documents. The President or Vice President and Secretary orAssistant Secretary are all responsible 5?r preparing, executing, filing and recording Amendmentsfo the Restated Covenants and By-Laws and shall he authorized to execute any other documentwhich &e Association may from time to &ne be required to execute.

15.04 Captions. The captions contained in these By-Laws are inserted as a matter ofconvenience and for reference and in no way define, limit or describe the scope of these By-lawsor the intent of any provisions of the By-Laws.

15.05 Invalidity. The invalidity of any part of these By-Laws shall not impair or affect,in any manner, the validity and enforceability or effect of the balance of these By-Laws.

15.06 Waiver. No restriction, condition, obligation or covenant contained in these By-Laws shall be deemed to nave been abragited or waived by reason of failure to enforce the same,irrespective of the violation or breaches thereof which may occur.

16

Book2838/Page19Q4

15.07 How Notice Given. Any notice required to be sent to any Owner under these By-Laws shall be deemed to have been properly sent, and notice thereby given, when deposited in theU.S. Mail, with the proper postage affixed, to (he last known address of the person or entity whoappears as Owner in the public records of Beaufort County, South Carolina, on the first day of feecalendar month in which said notice is mailed.

Book2838/Page1905

Prepared by and yvherj recorded return lo.

MCNA121 LAW FIRM, P.A-/wjn23-B Shelter Cove Lane, Suite 400Post Office Drawer 3Milton Head Island, SC 29938(843)785-2171

BEAUFORT COUNTY SC- ROD

BK 03054 PCS 1051-1053

DATE: 04/25/2011 10:59:16 AM

INST8 2011020272 RCPT&G45878

STATE OF SOUTH CAROLINA

COUNTY OF BEAUFORT

) FI&ST AMENDMENT TO THE F1KST) AEV9SNDSD AND RESTATED DECLARATION) OF COVENANTS, CONDITIONS AND) RESTRICTIONS AND PROVIS3ONS FOR) MEMBERSHIP IN THE ROSE HILL) PLANTATION PROPERTY OWNERS) ASSOCIATION, INC.

(indexing Reference Book 2838 Pages 1829-1935)

TH3S F5&ST AMENDMENT TO THE FIRST AMENDED AND RESTATEDDECLARATION OF COVENANTS, CONDITIONS AND RESTO5CTIONS AND PROVISIONSFOR MEiVffSSRSHIP IN TKS ROSE HILL PLANTATION PROPERTY OWNESSASSOCIATION, INC (the " Amendment") is executed this J%__ day of April, 2011, by the ROSERILL PLANTATION PROPERTY OWNERS ASSOCIATION, INC. (hereinafter referred to as the"Association") to amend certain provisions of the First Amended And Restated Declaration of Covenants,Conditions and Restrictions and Provisions for Membership in the Rose Hiil Plantation Property OwnersAssociation, Inc., recorded in the Office of the Register of Deeds for Beaufort County, South Carolina inBook 2838 at Pages 1829-1905 (hereinafter the "Covenants").

W 9 T N E S S E T H

WH2REAS, the Board of Directors of the Association has recommended and approved anamendment to the Covenants; and

WHEREAS, Section 12.1 of the Covenants provides that all proposed amendments to theCovenants shall be submitted to the vote of the Members at a duly called meeting of (he Association forwhich notice of the proposed amendment was given in the official Notice of the meeting at which meetingnot less than fifty percent (50%) of the Members eligible to cast a vote do so; and

WHEREAS, pursuant to the Notice provisions of Section 4.4 of the Bylaws of the Association(the "Bylaws"), on February 16", 2011 Notice was mailed to the Association's Membership noticing suchMembers of the meeting and the matters to be determined thereat including the vote on a proposedamendment to the Covenants, a copy of which was attached to and included in the Notice provided to theMembers; and

WHSREAS, at a meeting held on March 23, 2011, at which meeting a quorum was achieved, thefollowing amendment to the Covenants was approved by seventy-seven percent (77%) of the votes cast insatisfaction of the approval requirements of the Covenants.

IIILTONHKAD 7367B6vl

Book3054/Page1051

NOW, THSEEFORE, the Association, by and through its undersigned officers, does herebydeclare that effective the 23rd day of March, 2 0 I I , the Covenants are amended as hereinafter provided:

1. Section 7.6 is hereby deleted in its entirety and replaced with the following:

"7.6 Transfer Fee. Initially, the Association shall impose a fee equal toone times the minimum annual assessment for such property upon the sale of anyresidential or unimproved properties in Rose Hill Plantation. This Transfer Feeis to be paid to the Association by the Purchaser at closing of the transactionconveying such property. The fiinds derived from this Transfer Fee are to beused to finance a Reserve Fund as defined in Section 7.7 below. No Transfer Feeshall be owed by a Property Owner who buys a new property within Rose KillPlantation within one hundred eighty (ISO) days of selling a previously ownedRose Hill property. No Transfer Fee will be due upon any transfer by an Ownerto his/her parents and/or children and/or as part of a bona fide estate plan. Fundsderived from the Transfer Fee are to be used exclusively to fund the ReserveFund, not for operating expenses."

IN WITNESS WHEREOF, the Association has caused this Amendment to be executed the dayand year above first written.

SIGNED, SEALED AND DELIVEREDIN THE PRESENCE OF:

ROSS WILL PLANTATION PROPERTYOWNERS ASSOCIAT3QN, INC.A South Carolina Non-Profit Corporation

Roger Lyt|Its: Secretary

[Acknowledgments on the following page]

HILTON'IIEAD 7367S6vl

Book3054/Page1052

STATE OF" SOUTH CAROLINA )

COUNTY OF BEAUFORT )ACKNOWLEDGMENT

f, ^"7/e£/A^j?fe&?; do hereby certify that j. Michael Hagen, President of the Rose HillPlantation Property Owners Association, Inc., a South Carolina Nan-Profit Corporation, personallyappeared before me this day and acknowledged (he due execution of the foregoing instrument.

Witness my hand and official seal this the day of April, 2011.

STATE OF SOUTH CAROLINA ))

COUNTY OP BEAUFOHT )

NOTA&Y PU&Ll&Cfc. SOUTH CAROLINA

fvfy commission expires: /&%J. /CPf_°f

ACKNOWLEDGMENT

,vm«tin,f,,^^GG//;̂

(, LJ&$£s///rffllTZ&fte&Bdo hereby certify that Roger Lytle, Secretary of the Rose HillPlantation Property Owners Association, Inc., a South Carolina Non-Profit Corporation, personallyappeared before me fhis day and acknowledged the due execution of the foregoing instrument.

Witness my hand and official seal this the /8 day of April, 2011.

_NOTARY PUBLICfWsOUT H CAROLINA

My comEnission expires:

o .̂̂ ^ ,̂̂ ^

Book3054/Page1053

;^uxIF Prepared by and when recorded return to:

MCNAER LAW FIRM, P.A Jwjn23-B Shelter Cove Lane, Suite 400Post Office Drawer 3Hilton Head island, SC 29938(843)785-2171

w\i „„ROD

upBEAUFORT COUNTYSK 3653 F'33 3090-3092FILE HUH 201301897104/12/2013 12s51:27 PfiRECJ0 BY Pbaxlea RCPTS 33673?RECORDING FEES $10,00

STATE OF SOUTH CAROLINA

COUNTY OF BEAUFORT

) SECOND AMENDMENT TO THE FIRST) AMENDED AND RESTATED DECLARATION) OF COVENANTS, CONDITIONS AND) RESTRICTIONS AND PROVISIONS FOR) MEMBERSHIP IN THE ROSE HELL) PLANTATION PROPERTY OWNERS) ASSOCIATION, me.

Indexing References: Book 2838 Pages 1829-1905Book 3054 Pages 1051-1053

THIS SECOND AMENDMENT TO THE FIRST AMENDED AND RESTATEDDECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS AND PROVISIONSFOR MEMBERSHIP IN THE ROSE HILL PLANTATION PROPERTY OWNERSASSOCIATION, INC. (the "Amendment") is executed this & day of Aprij3 2018j by the ROSEHILL PLANTATION PROPERTY OWNERS ASSOCIATION, INC. (hereinafter referred to as the"Association") to amend certain provisions of the First Amended And Restated Declaration of Covenants,Conditions and Restrictions and Provisions for Membership in the Rose Hill Plantation Property OwnersAssociation, Inc., recorded in the Office of the Register of Deeds for Beaufort County, South Carolina(the "ROB") in Book 2838 at Pages 1829-1905, as amended by that First Amendment to the FirstAmended And Restated Declaration of Covenants, Conditions and Restrictions and Provisions forMembership in the Rose Hill Plantation Property Owners Association, Inc., recorded in the ROD in Book3054 at Pages 1051-1053 (hereinafter collectively the "Covenants").

W I T N E S S E T H

WHEREAS, the Board of Directors of the Association has recommended and approved proposedamendments to the Covenants; and

WHEREAS, Section 12.1 of the Covenants provides that all proposed amendments to theCovenants shall be submitted to the vote of the Members at a duly called meeting of the Association forwhich notice of the proposed amendment was given in the official Notice of the meeting, and at whichmeeting not less than fifty percent (50%) of the Members eligible to cast a vote do so; and

"WHEREAS, pursuant to the Notice provisions of Section 4.04 of the Bylaws of the Association(the "Bylaws"), on February 16, 2018 Notice was mailed to the Association's Membership noticing suchMembers of the meeting and the matters to be determined thereat including the vote on proposedamendments to the Covenants; and

|393«Bvl

WHEREAS, at a meeting held on March 20, 2018, at which meeting a quorum was achieved, thefollowing amendment to Section 7.6 of the Covenants was approved by sixty percent (60%) of the votescast, in satisfaction of the approval requirements of the Covenants, and the following amendment toSection 7.4(c) of the Covenants was approved by sixty percent (60%) of the votes cast, in satisfaction ofthe approval requirements of the Covenants.

NOW, THEREFORE, the Association, by and through its undersigned officers, does herebydeclare that effective the 20th day of March, 2018, the Covenants are amended as hereinafter provided:

1. Section 7.6 is hereby deleted in its entirety and replaced with the following:

"7.6 Transfer Fee. The Association shall impose a fee equal to onetimes the annual assessment for Family Dwelling Units upon the sale of anyresidential or unimproved properties in Rose Hill Plantation. This Transfer Feeshall increase as the annual assessment for Family Dwelling Units is increased.This Transfer Fee is to be paid to the Association by the Purchaser at closing ofthe transaction conveying such property. The funds derived from this TransferFee are to be used exclusively to finance a Reserve Fund as defined in Section7.7 below. No Transfer Fee shall be owed by a Property Owner who buys a newproperty within Rose Hill Plantation within one hundred eighty (180) days ofselling a previously owned Rose Hill property. No Transfer Fee will be due uponany transfer by an Owner to his/her parents and/or children and/or as part of abona fide estate plan."

2. Section 7.4(c) is hereby deleted in its entirety and replaced with the following:

"For purposes of these Assessments and voting rights hereunder, a property shall beclassified as a Residential Lot, and not as a Family Dwelling Unit, until such time as theFamily Dwelling Unit is enclosed by roof and windows, and the annual Assessment at therate applicable to Family Dwelling Unite shall begin on the next quarter thereafter."

[Signature Page Follows]

1393403vl

IN WITNESS WHEREOF, the Association has caused this Amendment to be executed the dayand year above first written.

SIGNED, SEALED AND DELIVEREDIN THE PRESENCE OF:

O

STATE OF SOUTH CAROLINA

COUNTY OF BEAUFORT

ROSE HILL PLANTATION PROPERTYOWNERS ASSOCIATION, INC.A South Carolina Non-Profit Corporation

_Its: resident

it IA

Its: Secretary

ACKNOWLEDGMENT

I, {^^yD^c^yfefeWdo hereby certify that Jir, c Vj^) KA. > President of the Rose HillPlantation Property O^hSsAssociation, Inc., a South Carolina Non-Profit Corporation, personallyappeared beforafnei^s day and acknowledged the due execution of the foregoing instrument

0° v ̂ l?*3̂ '''"'w>^.^^u::t*-^<^official sea| this the *{ day ofjUf\\ 2018.

NO^\RY PUBLie*©R SOUTH CAROLINA

STATE OF SOUTH CAROLINA ))

COUNTY OF BEAUFORT )

My commission expires:

ACKNOWLEDGMENT

I, hereby certify that J-S ? Secretary of the Rose HillPlantation Prib^etty OM^rs Association, Inc., a South Carolina Non-Profit Corporation, personallyappeared before me this day and acknowledged the due execution of the foregoing instrument.

Witness my hand and official seal this the day of 2018.

M/^f^iNOTRY PUBLIC F S O U T H CAROLINAMy commission expires: JxP^). \VQ t

I393403VI Vti&M?-^/XW'SS^