DECLARATION OF COVENANTS, CONDITIONS, AND RESTRICTIONS

FOR

BENTWATER

THIS DECLARATION OF COVENANTS, CONDITIONS, AND RESTRICTIONS is made this 15th day of November, 1999, by TEMCO ASSOCIATES, a joint venture comprised of Cousins Real Estate Corporation and Temple-Inland Realty, Inc.
PART ONE: INTRODUCTION TO THE COMMUNITY

Temco Associates, as the developer of Bentwater, has established this Declaration to provide a governance structure and a flexible system of standards and procedures for the overall development, expansion, administration, maintenance, and preservation of Bentwater as a master planned community.

Article I Creation of the Community

1.1. Purpose and Intent.

Temco Associates, as the owner of the real property described in Exhibit "A" (or, if not the owner, with the owner's consent), is Recording this Declaration to establish a general plan of development for Bentwater, a planned community. This Declaration provides for Bentwater's overall development, administration, maintenance, and preservation, and provides a flexible and reasonable procedure for Bentwater's future expansion. An integral part of the development plan is the Bentwater Homeowners Association, Inc., an association comprised of all Bentwater property owners, to own, operate, and/or maintain various common areas and community improvements and to administer and enforce this Declaration and the other Governing Documents.

This document does not and is not intended to create a condominium within the meaning of O.C.G.A. § 44-3-70, et seq.

1.2. Binding Effect.

This Declaration governs the property described in Exhibit "A," and any other property submitted to this Declaration in the future. This Declaration shall run with the title to such property and shall bind anyone having any right, title, or interest in any portion of such property, their heirs, successors, successors-in-title, and assigns.

Declarant, the Association, any Owner, and their respective legal representatives, heirs, successors, and assigns may enforce this Declaration. This Declaration, as it may be amended, is intended to remain in effect in perpetuity. However, so long as Georgia law limits the period during which covenants may run with the land, this Declaration shall run with and bind Bentwater so long as permitted. After such time, this Declaration shall be extended automatically for successive 20-year periods, unless terminated in accordance with O.C.G.A. §44-5-60, within the year preceding any extension.

If any provision of this Declaration would be unlawful, void, or voidable by reason of any Georgia law restricting the period of time that covenants on land may be enforced, such provision shall expire 21 years after the death of the last survivor of the now living descendants of Elizabeth II, Queen of England. Nothing in this Section shall be construed to permit termination of any easement created in this Declaration without the consent of the holder of such easement.

1.3. Governing Documents.

The following diagram identifies and summarizes the Governing Documents, each as they may be amended:

GOVERNING DOCUMENTS

Declaration
(Recorded) creates obligations which are binding upon the Association and all present and future owners of property in Bentwater

Supplemental Declaration
(Recorded) adds property to Bentwater; may impose additional obligations or restrictions on such property

Articles of Incorporation
(filed with Secretary of State)
establish the Association as a non-profit corporation
under Georgia law
By-Laws
(the Board of Directors adopts) govern the Association's internal affairs, such as voting rights, elections, meetings, officers, etc.

Architectural Guidelines
(Declarant adopts) establish architectural standards and guidelines for improvements and modifications to Units, including structures, landscaping, and other items on Units

Restrictions and Rules
(initial set attached as Exhibit "C") govern use of property, activities, and conduct within Bentwater

Board Rules
(Board adopts by resolution) establish rules, policies, and procedures, for internal governance and Association activities, regulate operation and use of Common Area
Diagram 1.1 - Governing Documents

Additional restrictions or provisions which are more restrictive than the provisions of this Declaration may be imposed on any portion of Bentwater, in which case, the more restrictive provisions will be controlling. However, no Person shall Record any additional covenants, conditions, and restrictions, whether contained in a declaration or other instrument, affecting any portion of Bentwater without Declarant's written consent, so long as Declarant owns any property described in Exhibit "A" or "B." Thereafter, the Association must consent. Any instrument Recorded without the required consent is void and of no force and effect.

If there are conflicts between Georgia law, the Articles, the Declaration, and the By-Laws, Georgia law, the Declaration, the Articles, and the By-Laws (in that order) shall prevail. If there are conflicts between the Governing Documents and any Neighborhood Association's covenants, restrictions, or policies, the Governing Documents will control.

The Governing Documents apply to all Owners and occupants of property within Bentwater, as well as to their respective tenants, guests, and invitees. Any lease on a Unit shall provide that the tenant and all occupants of the leased Unit are bound by and obligated to comply with the Governing Documents.

If any court should determine that any provision of this Declaration or any other of the Governing Documents is invalid, or invalid as applied in a particular instance, such determination shall not affect the validity of other provisions or applications of such provision.

Article II Concepts and Definition

The terms used in the Governing Documents shall generally be given their natural, commonly accepted definitions unless otherwise specified. Capitalized terms shall be defined as set forth below.

"Architectural Guidelines": Bentwater's architectural, design, and construction guidelines and review procedures adopted pursuant to Article IV, as they may be amended.

"Architectural Review Committee" or "ARC": The committee appointed by the Board to administer architectural controls within Bentwater, as provided in Article IV.

"Area of Common Responsibility": The Common Area, together with such other areas, if any, for which the Association has or assumes responsibility pursuant to the terms of this Declaration, any Supplemental Declaration, or other applicable covenants, contracts, or agreements.

"Articles": The Articles of Incorporation of Bentwater Homeowners Association Inc., filed with the Georgia Secretary of State, as they may be amended.

"Association": Bentwater Homeowners Association, Inc., a Georgia nonprofit corporation, its successors or assigns.

"Base Assessment": Assessments levied on all Units subject to assessment under Article VIII to fund Common Expenses for the general benefit of all Units.

"Bentwater": The real property described in Exhibit "A," together with such additional property as is subjected to this Declaration in accordance with Article IX.

"Board of Directors" or "Board": The body responsible for administering the Association, selected as provided in the By-Laws, and serving the same role as the board of directors under Georgia corporate law.

"Builder": Any Person who purchases one or more Units for the purpose of constructing homes for later sale to consumers, or who purchases land within Bentwater for further subdivision, development, and/or resale in the ordinary course of its business.

"By-Laws": The By-Laws of Bentwater Homeowners Association, Inc., as they may be amended. A copy of the initial By-Laws is attached to this Declaration as Exhibit "D."

"Class "B" Control Period": The period of time during which the Class "B" Member is entitled to appoint a majority of Board members. The Class "B" Control Period shall terminate on the first to occur of the following:

(a) when 75% of the total number of Units permitted by the Master Plan have certificates of occupancy issued thereon and have been conveyed to Class "A" Members other than a Builder;

(b) December 31, 2025; or

(c) when, in its discretion, the Class "B" Member so determines.

"Common Area": All real and personal property, including easements, which the Association owns, leases, or otherwise holds possessory or use rights in for the Owners' common use and enjoyment. The term shall include the Limited Common Area, as defined below.

"Common Expenses": The actual and estimated expenses the Association incurs, or expects to incur, for the Owners' general benefit, including any reasonable reserve the Board may find necessary and appropriate.

"Community-Wide Standard": The standard of conduct, maintenance, or other activity generally prevailing throughout Bentwater, or the minimum standards established pursuant to the Architectural Guidelines, Restrictions and Rules, and Board resolutions, whichever is the highest standard. Declarant shall establish initially such standard. The Community-Wide Standard may contain objective elements, such as specific lawn or house maintenance requirements, and subjective elements subject to the Board's or the ARC's discretion. The Community-Wide Standard may evolve as development progresses and as the needs and desires within Bentwater change.

"Declarant": Temco Associates, a joint venture, or any successor or assign who takes title to any portion of the property described in Exhibits "A" or "B" for the purpose of development and/or sale and who is designated as Declarant in a Recorded instrument the immediately preceding Declarant executes.

"Golf Club": That certain real property, and improvements and facilities thereon, located adjacent to or in the vicinity of Bentwater, which is owned by Persons other than the Association;, is operated on a club membership basis or otherwise, and includes a golf course and other associated facilities.

"Limited Common Area": A portion of the Common Area primarily benefiting one or more, but less than all, Units or Neighborhoods, as more particularly described in Article XII.

"Master Plan": The Master land use plan for the development of Bentwater, as it may be amended, which includes all of the property described in Exhibit "A" and all or a portion of the property described in Exhibit "B." Inclusion of property on the Master Plan shall not, under any circumstances, obligate Declarant to subject such property to this Declaration, nor shall the omission of property described in Exhibit "B" from the Master Plan bar its later submission to this Declaration as provided in Article IX.

"Member": Each Unit Owner, subject to Section 6.2.

"Mortgage": A mortgage, deed of trust, deed to secure debt, or any other form of security instrument affecting title to any Unit. The term "Mortgagee" shall refer to a beneficiary or holder of a Mortgage.

"Neighborhood": A group of Units designated as a separate Neighborhood in accordance with Section 6.4(a). Units within a Neighborhood may share Limited Common Areas and/or receive benefits or services from the Association which are not provided to all Units.

"Neighborhood Association": Any owners association having jurisdiction over a Neighborhood which is subordinate to the Association's rights under this Declaration. This Declaration does not require the creation of any Neighborhood Association.

"Neighborhood Assessments": Assessments levied against the Units in a particular Neighborhood or Neighborhoods to fund Neighborhood Expenses, as described in Section 8.2. If the Association provides benefits or services to less than all Units within a particular Neighborhood, then the Association may levy a Neighborhood Assessment against just those Units for such benefits or services.

"Neighborhood Expenses": The actual and estimated expenses which the Association incurs or expects to incur for the benefit of Owners within a particular Neighborhood, including any reserve for capital repairs and replacements and administrative charges authorized by this Declaration or the Supplemental Declaration(s) applicable to such Neighborhood.

"Owner": One or more Persons who hold title to any Unit, but excluding in all cases any party holding an interest merely as security for the performance of an obligation (e.g., a Mortgagee). If a Unit is sold under a Recorded contract of sale, and the contract specifically so provides, the purchaser (rather than the fee owner) will be considered the Owner.

"Person": An individual, corporation, partnership, trustee, or any other legal entity.

"Record," "Recording," or "Recorded": To file, the filing, or filed of record in the Office of Clerk of the Superior Court of Paulding County, Georgia, or such other place as may be designated as the official location for recording deeds, plats, and other documents affecting title to real estate.

"Restrictions and Rules": The initial restrictions and rules set forth in Exhibit "C," as they may be supplemented, modified, and repealed pursuant to Article III.

"Special Assessment": Assessments levied against all Owners or all Owners within a Neighborhood in accordance with Section 8.5.

"Specific Assessment": Assessments levied against a particular Owner or Owners in accordance with Section 8.6.

"Supplemental Declaration": A Recorded instrument which subjects additional property to this Declaration, designates Neighborhoods, identifies Common Area or Limited Common Area, imposes additional restrictions and obligations on the land described in such instrument, and/or designates Voting Groups.

"Unit": A portion of Bentwater, whether improved or unimproved, which may be independently owned and is intended for development, use, and occupancy as an attached or detached residence for a single family. The term shall refer to the land, if any, which is part of the Unit as well as any improvements thereon. The boundaries of each Unit shall be delineated on a Recorded plat.

Prior to Recording a subdivision plat delineating Units within a parcel, such parcel shall be deemed to be a single Unit. Thereafter, the portion encompassed on such plat shall contain the number of Units determined as set forth in the preceding paragraph. Any portion not encompassed on such plat shall continue to be treated as a single unit.

"Voting Group": One or more Voting Members, or a group of Members, who vote on a common slate for election of directors, as more particularly described in Section 6.4(c).

"Voting Member": The individual selected by the Class "A" Members within a Neighborhood to cast the Class "A" votes attributable to their Units on all matters requiring a membership vote (except where Members are required to cast their own votes). The term "Voting Member" shall also refer to any Owner authorized personally to cast the vote for his or her Unit.
PART TWO: CREATION AND MAINTENANCE OF COMMUNITY STANDARDS

The standards for use and conduct, maintenance, and architecture at Bentwater are what give the community its identity and make it a place that people want to call "home." This Declaration establishes procedures for adopting, modifying, applying, and enforcing such standards while providing the flexibility for the community standards to evolve as Bentwater changes and grows.

Article III Use and Conduct

3.1. Framework for Regulation.

The Governing Documents establish a framework of affirmative and negative covenants, easements, and restrictions which govern Bentwater. Within that framework, the Board and the Members must be able to respond to unforeseen problems and changes in circumstances, conditions, needs, desires, trends, and technology. This Article establishes procedures for creating, modifying, and expanding Restrictions and Rules.

Except as specifically stated, this Article is not intended to apply to rules and regulations relating to use and operation of the Common Area which the Board may adopt by resolution or otherwise pursuant to its general authority ("Board Rules").

3.2. Rule Making Authority.

(a) Subject to the terms of this Article and the Board's duty to exercise business judgment and reasonableness on behalf of the Association and its Members, the Board may change (i.e., modify, cancel, limit, create exceptions to, or create new) Restrictions and Rules. To do so, the Board shall send notice to all Owners at least five business days before the Board meeting at which such change is to be considered. Voting Members shall have a reasonable opportunity to be heard at a Board meeting prior to the change being approved.

The proposed change shall become effective, after compliance with subsection (c) below, unless Voting Members representing more than 50% of the Association's total Class "A" votes and the Class "B" Member, if any, disapprove. The Board is not obligated to call a meeting of the Voting Members to consider disapproval except upon receipt of a petition of the Voting Members as required for special meetings in the By-Laws. If the Board receives such a petition prior to the effective date of any Board action under this Section, the proposed change shall not become effective until after a meeting is held, and then subject to the outcome of such meeting.

(b) Alternatively, Voting Members representing more than 50% of the Association's total Class "A" votes , at an Association meeting duly called for such purpose, may adopt rules which modify, cancel, limit, create exceptions to, or expand the Restrictions and Rules then in effect. Any such action shall require the approval of the Class "B" Member, if any.

(c) Before any Restrictions or Rules change becomes effective, the Board shall send a copy of the changes to each Owner. The effective date of any changes shall be not less than 30 days following distribution to Owners. The Association shall provide, without cost, a copy of the Restrictions and Rules then in effect to any requesting Member or Mortgagee.

(d) No action taken under this Article shall have the effect of modifying, repealing, or expanding the Architectural Guidelines or any provision of this Declaration other than the initial Restrictions and Rules set forth in Exhibit "C." In the event of a conflict between the Architectural Guidelines and the Restrictions and Rules, the Architectural Guidelines shall control.
3.3. Owners' Acknowledgment and Notice to Purchasers.

Each Owner, by acceptance of a deed, acknowledges and agrees that the use, enjoyment, and marketability of his or her Unit may be affected by the Restrictions and Rules, that the Restrictions and Rules may change from time to time as provided under Section 3.2, and that such changes may not be set out in a Recorded instrument. All purchasers of Units are on notice that the Association may have adopted changes to the Restrictions and Rules. Copies of the current Restrictions and Rules may be obtained from the Association.

3.4. Protection of Owners and Others.

Except as set forth in this Declaration (either initially or by amendment) or in the initial Restrictions and Rules set forth in Exhibit "C," all Restrictions and Rules (and all Board Rules) shall comply with the following provisions:

(a) Similar Treatment. Similarly situated Owners shall be treated similarly; however, the Restrictions and Rules and Board Rules may vary by Neighborhood.

(b) Displays. The Association shall not abridge Owners' rights to display religious and holiday signs, symbols, and decorations on their Units of the kinds normally displayed in residential neighborhoods; provided, the Association may adopt time, place, and manner restrictions with respect to any displays visible from outside any structure on the Unit.

The Association shall not regulate the content of political signs; however, it may regulate the time, place, and manner of posting such signs (including design criteria).

(c) Household Composition. The Association shall not interfere with Owners' freedom to determine their household's composition, except the Association may limit the total number of occupants permitted in each dwelling based upon the dwelling's size and its fair use of the Common Area.

(d) Activities Within Dwellings. The Association shall not interfere with the activities carried on within dwellings, except it may prohibit activities not normally associated with property restricted to residential use, and it may restrict or prohibit any activities that create monetary costs for the Association or other Owners, that create a danger to anyone's health or safety, that generate excessive noise or traffic, that create unsightly conditions visible outside the dwelling, or that are an unreasonable source of annoyance.

(e) Allocation of Burdens and Benefits. The Association shall not reallocate financial burdens among the various Units or change Common Area use rights to any Owner's detriment over that Owner's written objection. This shall not prevent the Association from changing the Common Area available, from adopting generally applicable rules for use of Common Area, or from denying use privileges to those who are delinquent in paying assessments, abuse the Common Area, or violate the Governing Documents. This provision does not affect the right to increase assessments as provided in Article VIII.

(f) Alienation. The Association shall not prohibit the leasing or transfer of any Unit, or require the Association's consent for leasing or transferring any Unit; provided, the Association may require a minimum lease term of up to 12 months and may require that Owners use lease forms the Association approves.

(g) Abridging Existing Rights. The Association shall not require an Owner to dispose of personal property that was in or on a Unit prior to the adoption of such rule if such personal property complied with all rules previously in force. This exemption shall apply only to property and not to conduct and shall apply only during the period of such Owner's ownership of the Unit. It shall not apply to subsequent Owners who take title to the Unit after adoption of the rule.

(h) Reasonable Rights to Develop. The Association may not unreasonably impede Declarant's right to develop Bentwater.

(i) Interference with Golf Club. The Association may not interfere with the use or operation of the Golf Club.

The limitations in Subsection (a) through (g) shall not apply to amendments to this Declaration adopted in accordance with Article XX.

Article IV Architecture and Landscaping

4.1. General.

No structure or thing shall be placed, erected, or installed upon any Unit and no improvement or other work (including staking, clearing, excavation, grading, and other site work, exterior alterations of existing improvements, or planting or removing landscaping) shall take place within Bentwater, unless permitted or approved under this Article and the Architectural Guidelines.

Approval is not required to repaint the exterior of a structure in accordance with its most recently approved color scheme or to remodel, paint, or redecorate the interior of a structure. However, interior modifications which are visible from outside the structure shall be subject to approval.

All dwellings constructed on any portion of Bentwater shall be designed and built in accordance with the plans and specifications of a licensed architect unless Declarant or its designee otherwise approves in its sole discretion.

This Article shall not apply to Declarant's activities, nor to the Association's activities during the Class "B" Control Period.

4.2. Architectural Review.

(a) Declarant's Authority. Until 100% of the Units permitted under the Master Plan have been issued certificates of occupancy and conveyed to Class "A" Members other than Builders, Declarant shall have exclusive authority to administer and enforce architectural controls under this Article and to review and act upon all applications for new construction and landscaping, and modifications to existing improvements within Bentwater. There shall be no surrender or delegation of this authority prior to that time except in a Recordable instrument which Declarant executes. Declarant may, in its sole discretion, designate one or more Persons from time to time to act on its behalf in reviewing applications hereunder. In reviewing and acting upon any request for approval, Declarant or its designee shall act solely in Declarant's interest and shall owe no duty to any other Person.

Declarant may from time to time delegate or assign all or any portion of its rights under this Article to any other Person or committee, including the Architectural Review Committee. Any such delegation shall be in writing, shall specify the delegated responsibilities, and shall be subject to (i) Declarant's right to revoke such delegation at any time and reassume its prior jurisdiction, and (ii) Declarant's right to veto any decision which it determines, in its discretion, to be inappropriate or inadvisable for any reason. So long as Declarant has any rights under this Article, the jurisdiction of other entities shall be limited to such matters as Declarant specifically delegates.

(b) Architectural Review Committee. Upon the expiration, surrender, or delegation of all or any of Declarant's authority, the Board shall appoint the Architectural Review Committee, the members of which shall thereafter serve and may be removed in the Board's discretion. The ARC shall have no rights or authority until Declarant's authority under this Article expires, or is delegated. Any delegation of authority is subject to the conditions set forth above.

(c) Fees; Assistance. Declarant or, upon formation of the ARC, the Board, may establish and charge reasonable fees for reviewing applications and may require such fees to be paid in full prior to review. Such fees may include the reasonable costs incurred in having any application reviewed by architects, engineers, or other professionals. Declarant and the Association may employ architects, engineers, or other Persons as deemed necessary to perform the review. The Board may include the compensation of such Persons in the Association's annual operating budget as a Common Expense.

(d) Reviewer. For purposes of this Article, the entity having jurisdiction in a particular case shall be referred to as the "Reviewer."

4.3. Guidelines and Procedures.

(a) Architectural Guidelines. Declarant shall prepare the initial Architectural Guidelines, which may contain general provisions applicable to all of Bentwater as well as specific provisions which vary for different areas within Bentwater. The Architectural Guidelines are intended to provide guidance to Owners and Builders regarding matters of particular concern to the Reviewer. The Architectural Guidelines are not the exclusive basis for the Reviewer's decisions and compliance with the Architectural Guidelines does not guarantee approval of any application.

Declarant shall have sole and full authority to amend the Architectural Guidelines until the expiration of its authority under Section 4.2, notwithstanding a delegation of reviewing authority to the ARC, unless Declarant also delegates the power to amend. Upon termination or delegation of Declarant's right to amend, the Board may amend the Architectural Guidelines.

Amendments to the Architectural Guidelines shall be prospective only. They shall not require modifications to or removal of structures previously approved once the approved construction or modification has commenced. There shall be no limitation on the scope of amendments to the Architectural Guidelines, and such amendments may remove requirements previously imposed or otherwise make the Architectural Guidelines less restrictive.

The Reviewer shall make the Architectural Guidelines available to Owners and Builders who seek to engage in development or construction within Bentwater. In Declarant's discretion, the Architectural Guidelines may be Recorded, in which event the Recorded version, as it may be amended from time to time, shall control in the event of any dispute as to which version of the Architectural Guidelines was in effect at any particular time.

(b) Procedures. Unless the Architectural Guidelines otherwise specifically provide, no activity described in Section 4.1 shall commence on any portion of Bentwater until an application for approval has been submitted to and approved by the Reviewer. An application for approval must be in writing and must include such plans and specifications as the Architectural Guidelines or the Reviewer requires. For example, plans and specifications may be required to show site layout, structural design, exterior elevations, exterior materials and colors, landscaping, drainage, exterior lighting, irrigation, and other features of proposed construction, as applicable. The Architectural Guidelines and the Reviewer may require the Owner to submit any information reasonably necessary to consider any application.

In reviewing each submission, the Reviewer may consider any factors it deems relevant, including, without limitation, harmony of external design with surrounding structures and environment. The Reviewer may base decisions on purely aesthetic considerations. Each Owner acknowledges that aesthetic determinations are purely subjective and opinions may vary as to the desirability and/or attractiveness of particular improvements. The Reviewer shall have the sole discretion to make final, conclusive, and binding determinations on matters of aesthetic judgment and such determinations shall not be subject to review so long as made in good faith and in accordance with the required procedures.

The Reviewer shall make a determination on each application within 45 days after receipt of a completed application and other information it requires. The Reviewer may (i) approve the application, with or without conditions; (ii) approve a portion of the application and disapprove other portions; or (iii) disapprove the application. The Reviewer may require that an application be submitted or considered in stages, in which case, a final decision shall not be required until after the final, required submittal. In the event that the Reviewer fails to respond in a timely manner, approval shall be deemed to have been given, subject to Declarant's veto right pursuant to Section 4.2. However, no approval, whether expressly granted or deemed granted, shall be inconsistent with the Architectural Guidelines unless a written variance has been granted pursuant to Section 4.5.

Notices shall be deemed given at the time of deposit with the U. S. Postal Service or an overnight delivery service (e.g,. Federal Express) or, at the time of personal delivery to the applicant.

As part of any approval, the Reviewer may require that construction commence in accordance with approved plans within a reasonable time period. If construction does not commence within the required time period, the approval shall expire and the Owner must reapply for approval before commencing any activities. Once commenced, construction must be diligently pursued to completion. All work shall be completed within one year of commencement unless otherwise specified in the notice of approval or unless the Reviewer grants an extension in writing, which it shall not be obligated to do. If approved work is not completed within the required time, it shall be in violation of this Article and shall be subject to enforcement action by the Association, Declarant, or any aggrieved Owner.

The Reviewer may, by resolution, exempt certain activities from the application and approval requirements of this Article, provided such activities are undertaken in strict compliance with the requirements of such resolution.

4.4. No Waiver of Future Approvals.

Each Owner acknowledges that the Persons reviewing applications under this Article will change from time to time and that opinions on aesthetic matters, as well as interpretation and application of the Architectural Guidelines, may vary accordingly. In addition, each Owner acknowledges that it may not always be possible to identify objectionable features until work is completed, in which case it may be unreasonable to require that objectionable features be changed. This shall not impact the Reviewer's right to disapprove similar proposals in the future. Approval of applications or plans, or in connection with any other matter requiring approval, shall not be deemed a waiver of the right to withhold approval of similar applications, plans, or other matters subsequently or additionally submitted for approval.

4.5. Variances.

The Reviewer may authorize variances from compliance with any of its guidelines and procedures when circumstances such as topography, natural obstructions, hardship, or aesthetic or environmental considerations require. No variance shall (a) be effective unless in writing; (b) be contrary to this Declaration; or (c) estop the Reviewer from denying a variance in other circumstances. For purposes of this Section, the inability to obtain any governmental agency's approval, the issuance of any permit, or the terms of any financing shall not be considered a hardship warranting a variance. No variance shall be effective without the approval of Declarant for so long as Declarant owns any property described on Exhibits "A" and "B" for development and sale.

4.6. Limitation of Liability.

The standards and procedures established pursuant to this Article are intended as a mechanism for maintaining and enhancing the overall aesthetics of Bentwater; they do not create any duty to any Person. Review and approval of any application pursuant to this Article may be based on purely aesthetic considerations. The Reviewer is not responsible for the structural integrity or soundness of approved construction or modifications, for compliance with building codes and other governmental requirements, nor for ensuring that all dwellings are of comparable quality, value, or size, of similar design, aesthetically pleasing, or otherwise acceptable to neighboring property owners.

Declarant, the Association, the Board, the ARC, any Association committee, or any member of any of the foregoing shall not be held liable for soil conditions, drainage, or other general site work; any defects in plans reviewed or approved hereunder; any loss or damage arising out of the action, inaction, integrity, financial condition, or quality of work of any contractor or its subcontractors, employees, or agents, whether or not Declarant has approved or featured such contractor as a Builder in Bentwater; or any injury, damages, or loss arising out of the manner or quality or other circumstances of approved construction on or modifications to any Unit. In all matters, the Association shall defend and indemnify the Board, the ARC, other Association committees, and the members of each as provided in Section 7.6.

4.7. Certificate of Compliance.

Any Owner may request that the Reviewer issue a certificate of architectural compliance certifying that there are no known violations of this Article or the Architectural Guidelines. The Association shall respond to such request within 30 days after receiving a written request and may charge a reasonable administrative fee for issuing such a certificate. Issuance of such a certificate shall estop the Association from taking enforcement action with respect to any condition as to which the Association had notice as of the date of such certificate.

4.8. Enforcement.

Any construction, alteration, installation, work performed, or other action in violation of this Article or the Architectural Guidelines shall be subject to enforcement action. Upon written request from Declarant or the Board, Owners shall, at their own cost and expense and within a reasonable time frame identified in the request, cure such nonconforming condition or remove such structure or improvement and restore the property to substantially the same condition as existed prior to the nonconforming work. Should an Owner fail to cure or remove and restore as required, Declarant, the Association, or the designees of either may enter the property, remove the violation, and restore the property to substantially the same condition as previously existed. All costs, together with interest at the maximum rate then allowed by law, may be assessed against the benefited Unit and collected as a Specific Assessment.

In addition, the Association and Declarant shall have the authority and standing to pursue all available legal and equitable remedies to enforce the provisions of this Article and the Reviewer's decisions and the Association may levy other sanctions as provided in Article VII. If the Association or Declarant prevail, they may recover all costs including, without limitation, attorney's fees and court costs incurred in such enforcement action.

Article V Maintenance and Repair

5.1. Maintenance of Units.

Each Owner shall maintain his or her Unit, including the dwelling and all landscaping and other improvements comprising the Unit, in a manner consistent with the Governing Documents, the Community-Wide Standard, and all applicable covenants, unless such maintenance responsibility is assumed by or assigned to (and accepted by) the Association or a Neighborhood Association. Owners shall not permit any structures, equipment, or other items on the exterior portions of a Unit to become rusty, dilapidated, or to otherwise fall into disrepair.

Each Owner also shall maintain and irrigate the landscaping within any adjacent Common Area which lies between the Unit boundary and any Common Area wall, fence, or curb located within 10 feet of the Unit boundary; provided, there shall be no right to remove trees, shrubs, or similar vegetation from this area without prior approval pursuant to Article IV.

5.2. Maintenance of Neighborhood Property.

Any Neighborhood Association shall maintain its common property and any other property for which it has maintenance responsibility in a manner consistent with the Governing Documents, the Community-Wide Standard, and all applicable covenants. In addition, any Neighborhood Association also shall maintain and irrigate the landscaping within that portion of any adjacent Common Area lying between the boundary of its common property and any Common Area wall, fence, or curb located within 10 feet of its boundary; provided, there shall be no right to remove trees, shrubs, or similar vegetation from this area without prior approval pursuant to Article IV.

The Association may assume maintenance responsibility for property within any Neighborhood, in addition to that designated by any Supplemental Declaration, either by agreement with the Neighborhood Association or because, in the Board's opinion, the level and quality of service then being provided is not consistent with the Community-Wide Standard. All costs of maintenance pursuant to this paragraph shall be assessed as a Neighborhood Assessment only against the Units within the Neighborhood to which the services are provided. The provision of services in accordance with this Section shall not constitute discrimination within a class.

Upon resolution of the Board, Owners within each Neighborhood shall be responsible for paying, through Neighborhood Assessments, the costs of operating, maintaining, and insuring certain portions of the Area of Common Responsibility within or adjacent to such Neighborhood. This may include, without limitation, the costs of maintaining any signage, entry features, right-of-way, and greenspace between the Neighborhood and adjacent public roads, private streets within the Neighborhood, and lakes or ponds within the Neighborhood, regardless of ownership and regardless of the fact that the Association otherwise is required or authorized to perform such maintenance; provided, all Neighborhoods which are similarly situated shall be treated the same.

5.3. Responsibility for Repair and Replacement.

Unless otherwise specifically provided in the Governing Documents or in other instruments creating and assigning maintenance responsibility, responsibility for maintenance shall include responsibility for repair and replacement, as necessary to maintain the property to a level consistent with the Community-Wide Standard.

In the event of damage to or destruction of a structure on a Unit, the Owner shall promptly repair or reconstruct the structure in a manner consistent with the original construction or such other plans and specifications approved in accordance with Article IV. Alternatively, the Owner shall clear the Unit and maintain it in a neat and attractive, landscaped condition consistent with the Community-Wide Standard.

This Section applies to any Neighborhood Association responsible for common property within the Neighborhood in the same manner as if the Neighborhood Association were an Owner and the common property were a Unit. Additional Recorded covenants applicable to any Neighborhood may establish requirements for insurance and more stringent standards for rebuilding or reconstructing structures on the Units within such Neighborhood and for clearing and maintaining the Units in the event the structures are not rebuilt or reconstructed.
PART THREE: COMMUNITY GOVERNANCE AND ADMINISTRATION

The Association is the mechanism by which each Owner is able to participate in Bentwater's governance and administration. While the Association's Board of Directors has responsibility for day-to-day management and operation, some decisions are considered of such importance that they are reserved for the Association's membership -- the Unit Owners.

Article VI The Association and its Members

6.1. Function of Association.

The Association is the entity responsible for management, maintenance, operation, and control of the Area of Common Responsibility. The Association also has primary responsibility for enforcing the Governing Documents. The Association shall perform its functions in accordance with the Governing Documents and Georgia law.

6.2. Membership.
Every Owner is a Member of the Association; provided, there is only one membership per Unit. If more than one Person owns a Unit, all co-Owners shall share the privileges of such membership, subject to reasonable Board regulation and the restrictions on voting set forth in Section 6.3(c) and in the By-Laws, and all such co-Owners are jointly and severally obligated to perform the responsibilities of Owners. The membership rights of an Owner which is not an individual (e.g., a corporation or a partnership) may be exercised by any officer, director, partner, or trustee, or by the individual designated from time to time by the Owner in a written instrument provided to the Association's Secretary or its designee.

6.3. Voting.

The Association shall have two classes of membership, Class "A" and Class "B."

(a) Class "A" Class "A" Members shall be all Owners except the Class "B" Member. Class "A" Members shall have one equal vote for each Unit in which they hold the interest required for membership under Section 6.2, except that there shall be only one vote per Unit. No vote shall be exercised for any real property which is exempt from assessment under Section 8.9. Owners of Units for which assessments have not yet commenced under Section 8.7 shall be entitled to cast a vote for such Units. All Class "A" votes shall be cast as provided in Section 6.3(c).

(b) Class "B" The sole Class "B" Member shall be Declarant. The Class "B" Member shall not vote, but may appoint a majority of the members of the Board of Directors during the Class "B" Control Period, as specified in the By-Laws, and may exercise the additional rights of the Class "B" Member specified in the Governing Documents.

The Class "B" membership shall terminate upon the earlier of:

(i) two years after the Class "B" Control Period expires; or

(ii) when, in its discretion, Declarant declares in a Recorded instrument.

Upon termination of the Class "B" membership, Declarant shall be a Class "A" Member entitled to one Class "A" vote for each Unit which it owns.

(c) Exercise of Voting Rights. Except as otherwise specified in this Declaration or the By-Laws, Voting Members shall exercise the vote for each Unit owned by a Class "A" Member. The Voting Member may cast all such votes as it, in its discretion, deems appropriate.

In any situation where a Member is entitled personally to exercise the vote for his or her Unit, and there is more than one Owner of such Unit, the vote for such Unit shall be exercised as the co-Owners determine among themselves and advise Association's Secretary, or its designee, in writing prior to the vote being taken. Absent such advice, the Unit's vote shall be suspended if more than one Person seeks to exercise it.
6.4. Neighborhoods, Voting Members, and Voting Groups.

(a) Neighborhoods. Exhibit "A" to this Declaration, and any Supplemental Declaration or Recorded plat submitting additional property to this Declaration, may assign the property submitted thereby to a specific new or existing Neighborhood (by name or other identifying designation). In any event, each Unit shall be assigned to a particular Neighborhood prior to its being conveyed to a Class "A" Member other than a Builder. So long as it has the right to subject additional property to this Declaration pursuant to Section 9.1, Declarant may amend this Declaration or any Supplemental Declaration or Recorded plat to create new Neighborhoods or redesignate Neighborhood boundaries; however, Declarant shall not combine two or more Neighborhoods without the consent of the Owners of a majority of Units in the affected Neighborhoods.

The Units within a particular Neighborhood may be subject to covenants in addition to those set forth in this Declaration and the Owners within the Neighborhood may be members of a Neighborhood Association in addition to the Association. In addition, the Owners within a Neighborhood may, but are not required to, elect a Neighborhood Committee (as described in the By-Laws) to represent their interests.

The Owners within any Neighborhood may request that the Association provide a higher level of service than that which the Association generally provides to all Neighborhoods or may request that the Association provide special services for the benefit of Units in such Neighborhood. Upon the request of the Neighborhood Association or the Neighborhood Committee, or upon the affirmative vote, written consent, or a combination thereof, of Owners of a majority of the Units within the Neighborhood, the Association may, in the Board's discretion, provide the requested services. The cost of services requested by a Neighborhood and provided by the Association, which may include a reasonable administrative charge in such amount as the Board deems appropriate, shall be assessed against the Units within such Neighborhood as a Neighborhood Assessment. Any administrative charge shall apply at a uniform rate per Unit to all Neighborhoods receiving the same service.

(b) Voting Members. The Class "A" Members within each Neighborhood shall elect a Voting Member who shall cast all Class "A" votes within the Neighborhood, except where votes are specifically reserved to the individual Members. In addition, each Neighborhood shall elect an alternate Voting Member who shall cast such votes in the Voting Member's absence.

The first election of a Voting Member and alternate Voting Member from each Neighborhood shall occur within one year after 50% of the Units planned for the Neighborhood have been conveyed to Class "A" Members other than Builders or when Declarant earlier determines is appropriate. Thereafter, the Board shall call for an election of Voting Members from a Neighborhood every two years either by written ballots cast by mail, computer, or at a meeting of the Class "A" Members within such Neighborhood, as the Board determines. Upon written petition signed by Class "A" Members holding at least 10% of the votes attributable to Units within any Neighborhood, the election for such Neighborhood shall be held at a meeting. Candidates for Voting Members may be nominated by the Board, a nominating committee which the Board may appoint, or from the floor at any meeting at which such election is to be held.

The presence, in person or by proxy, or the filing of ballots by Class "A" Members representing at least 25% of the total Class "A" votes attributable to Units in the Neighborhood shall constitute a quorum at any Neighborhood meeting or election. In the event of a failure to obtain a quorum or vacancy in such positions for any Neighborhood, the Board may appoint a Voting Member or alternate Voting Member to represent such Neighborhood until a successor is elected.

For any Neighborhood election, the candidate who receives the greatest number of votes shall be elected as Voting Member and the candidate receiving the next greatest number of votes shall be elected as the alternate Voting Member. The Voting Member and the alternate Voting Member shall serve a term of two years and until their successors are elected.

Any Voting Member may be removed, with or without cause, upon the vote or written petition of a majority of the Class "A" Members in the Neighborhood which the Voting Member represents.

Until such time as the Board first calls for election of a Voting Member for any Neighborhood, the Owners within such Neighborhood shall cast the votes attributable to their respective Units. In such case, any reference in the Governing Documents to Voting Members, as applied to such Neighborhood, shall be deemed a reference to the individual Owners.

(c) Voting Groups. Declarant may designate Voting Groups consisting of one or more Neighborhoods for the purpose of electing directors to the Board. The purpose of Voting Groups is to provide for representation on the Board throughout Bentwater, and to avoid particular Voting Members being able to elect the entire Board.

The Voting Members representing the Neighborhoods within each Voting Group shall vote on a separate slate of candidates for election to the Board. In any event, each Voting Group shall elect an equal number of directors to the Board.

Declarant shall establish Voting Groups, if at all, not later than the date of expiration of the Class "B" Control Period by filing with the Association and Recording a Supplemental Declaration identifying each Voting Group by legal description or other means such that one can easily determine the Units within each Voting Group. Declarant, acting alone, may amend such designation at any time prior to the expiration of the Class "B" Control Period.

After Declarant's right to expand Bentwater pursuant to Article IX expires, the Board may Record or amend such Supplemental Declaration upon approval of Voting Members representing a majority of the total number of Neighborhoods and a majority of the total Class "A" votes in the Association.

Neither Recordation nor amendment of such Supplemental Declaration shall constitute an amendment to this Declaration, and no Person's consent or approval shall be required except as required by this Section. Until such time as Voting Groups are established, all of Bentwater shall constitute a single Voting Group. After a Supplemental Declaration establishing Voting Groups has been Recorded, any and all portions of Bentwater which are not assigned to a specific Voting Group shall be a single Voting Group.

Article VII Association Powers and Responsibilities

7.1. Acceptance and Control of Association Property.

(a) The Association may acquire, hold, mortgage or otherwise encumber, lease (as lessor or lessee), operate, and dispose of tangible and intangible personal property and real property, subject to the provisions of Sections 17.5 and 19.4. The Association may enter into leases, licenses, or operating agreements for portions of the Common Area, for consideration or no consideration as the Board deems appropriate, to permit use of such portions of the Common Area by others.

(b) Declarant and its designees may convey to the Association, and the Association shall accept, personal property and/or fee title, leasehold, or other property interests in any improved or unimproved real property described in Exhibits "A" or "B." Upon Declarant's written request, the Association shall reconvey to Declarant any unimproved portions of the Common Area originally conveyed to the Association for no consideration, to the extent Declarant conveyed such Common Area in error or to the extent necessary for Declarant to make minor adjustments in property lines.

(c) The Association shall be responsible for management, operation, and control of the Common Area, subject to any covenants and restrictions set forth in the deed or other instrument transferring such property to the Association. The Board may adopt such reasonable rules regulating use of the Common Area as it deems appropriate.

7.2. Maintenance of Area of Common Responsibility.

The Association shall maintain, in accordance with the Community-Wide Standard, the Area of Common Responsibility, which shall include, but need not be limited to:

(a) the Common Area;

(b) landscaping and sidewalks within public rights-of-way within or abutting Bentwater;

(c) all ponds, streams, creeks, and/or wetlands located within Bentwater which serve as part of the stormwater drainage system for Bentwater, including improvements and equipment installed therein or used in connection therewith; and

(d) such portions of any additional property which may be dictated by Declarant, this Declaration, any Supplemental Declaration, or any contract, covenant, or agreement the Association enters into (or which Declarant enters into on the Association's behalf).

The Association may maintain other property which it does not own, including, without limitation, property dedicated to the public, if the Board determines that such maintenance is necessary or desirable to maintain the Community-Wide Standard. The Association shall not be liable for any damage or injury occurring on or arising out of the condition of property which it does not own except to the extent that it has been negligent in the performance of its maintenance responsibilities.

The Association shall maintain the facilities and equipment within the Area of Common Responsibility in continuous operation, except for any periods necessary, as determined in the Board's sole discretion, to perform required maintenance or repairs, unless Voting Members representing 75% of the Class "A" votes in the Association and the Class "B" Member, if any, agree in writing to discontinue such operation.

Except as provided above, the Area of Common Responsibility shall not be reduced except with Declarant's prior written approval as long as Declarant owns any real property described in Exhibits "A" or "B."

The costs associated with maintenance, repair, and replacement of the Area of Common Responsibility shall be a Common Expense; provided, the Association may seek reimbursement from the owner(s) of, or other Persons responsible for, certain portions of the Area of Common Responsibility pursuant to this Declaration, other Recorded covenants, or other agreements with such owner(s). Maintenance, repair, and replacement of Limited Common Areas shall be a Neighborhood Expense assessed to the Neighborhood(s) to which the Limited Common Areas are assigned, notwithstanding that the Association may be responsible for performing such maintenance hereunder.

7.3. Insurance.

(a) Required Coverages. The Association, acting through its Board or its duly authorized agent, shall obtain and continue in effect the following insurance, if reasonably available or, if not, the most nearly equivalent coverages as are reasonably available:

(i) Blanket property insurance covering "risks of direct physical loss" on a "special form" basis (or comparable coverage by whatever name denominated) for all insurable improvements on the Common Area and within the Area of Common Responsibility to the extent the Association has assumed responsibility in the event of a casualty, regardless of ownership. If such coverage is not generally available at reasonable cost, then "broad form" coverage may be substituted. All property insurance policies obtained by the Association shall have policy limits sufficient to cover the full replacement cost of the insured improvements under current building ordinances and codes;

(ii) Commercial general liability insurance on the Area of Common Responsibility, insuring the Association and its Members for damage or injury caused by the negligence of the Association or any of its Members, employees, agents, or contractors while acting on its behalf. If generally available at reasonable cost, such coverage (including primary and any umbrella coverage) shall have a limit of at least $1,000,000.00 per occurrence with respect to bodily injury, personal injury, and property damage; provided, should additional coverage and higher limits be available at reasonable cost, in the judgment of a reasonably prudent person, the Association shall obtain such additional coverages or limits;

(iii) Workers compensation insurance and employers liability insurance, if and to the extent required by law;

(iv) Directors and officers liability coverage; and

(v) Commercial crime insurance, including fidelity insurance covering all Persons responsible for handling Association funds in an amount determined in the Board's best business judgment, but not less than an amount equal to one-quarter of the annual Base Assessments on all Units plus reserves on hand. Fidelity insurance policies shall contain a waiver of all defenses based upon the exclusion of Persons serving without compensation.

The Board, in its business judgment, may obtain additional insurance coverage and higher limits.

Premiums for all insurance on the Area of Common Responsibility shall be a Common Expense, except that (i) if, pursuant to a Supplemental Declaration, the Association provides for property insurance on Units within a Neighborhood, such premiums shall be a Neighborhood Expense; and (ii) premiums for insurance on Limited Common Areas may be included in the Neighborhood Expenses of the Neighborhood(s) to which such Limited Common Areas are assigned unless the Board reasonably determines that other treatment of the premiums is more appropriate.

(b) Policy Requirements. The Association shall arrange for an annual review of the sufficiency of its insurance coverage by one or more qualified Persons, at least one of whom must be familiar with insurable replacement costs in the Paulding County area. The Association shall make available within Bentwater certificates of insurance for inspection and copying by each Member.

The policies may contain a reasonable deductible and the amount thereof shall not be subtracted from the face amount of the policy in determining whether the policy limits satisfy the requirements of Section 7.3(a). In the event of an insured loss, the deductible shall be treated as a Common Expense or a Neighborhood Expense in the same manner as the premiums for the applicable insurance coverage. However, if the Board reasonably determines, after notice and an opportunity to be heard in accordance with the By-Laws, that the loss is the result of the negligence or willful misconduct of one or more Owners, their guests, invitees, or lessees, then the Board may assess the full amount of such deductible against such Owner(s) and their Units as a Specific Assessment.

(c) Restoring Damaged Improvements. In the event of damage to or destruction of Common Area or other property which the Association is obligated to insure, the Board or its duly authorized agent shall file and adjust all insurance claims and obtain reliable and detailed estimates of the cost of repairing or restoring the property to substantially the condition in which it existed prior to the damage, allowing for changes or improvements necessitated by changes in applicable building codes.

Damaged improvements on the Common Area shall be repaired or reconstructed unless Voting Members representing at least 75% of the total Class "A" votes in the Association, and the Class "B" Member, if any, decide within 60 days after the loss not to repair or reconstruct. If either the insurance proceeds or estimates of the loss, or both, are not available to the Association within such 60-day period, then the period may be extended for a reasonable period of time to permit funds or information to be made available. No Mortgagee shall have the right to participate in the determination of whether the damage or destruction to the Common Area shall be repaired or reconstructed.

If a decision is made not to restore the damaged improvements, and no alternative improvements are authorized, the affected property shall be cleared of all debris and ruins and thereafter shall be maintained by the Association in a neat and attractive condition consistent with the Community-Wide Standard.

The Association shall retain, for the benefit of all Members, or Owners within a particular Neighborhood, as appropriate, any insurance proceeds remaining after paying the costs of repair or reconstruction, or after such settlement as is necessary and appropriate. The Association shall place such proceeds in a capital improvements account. This is a covenant for Mortgagees' benefit that the Mortgagee of any affected Unit may enforce.

If insurance proceeds are insufficient to cover the costs of repair or reconstruction, the Board may, without a vote of the Voting Members, levy Special Assessments to cover the shortfall against those Owners responsible for the premiums for the applicable insurance coverage under Section 7.3(a).

7.4. Compliance and Enforcement.

(a) Every Owner and occupant of a Unit shall comply with the Governing Documents. The Board may impose sanctions for Governing Document violations, which sanctions include those listed below and any others described elsewhere in the Governing Documents. The Board may establish a range of penalties for different violations, with violations of the Declaration, unsafe conduct, and harassment or intentionally malicious conduct treated more severely than other violations. The following sanctions require prior notice and an opportunity for a hearing in accordance with the By-Laws:

(i) imposing reasonable monetary fines which shall constitute a lien upon the violator's Unit (fines may be imposed within a graduated range). (In the event that any occupant, guest, or invitee of a Unit violates the Governing Documents and a fine is imposed, the fine shall first be assessed against the violator; provided, if the violator does not pay the fine within the time period the Board sets, the Owner shall pay the fine upon notice from the Board);

(ii) suspending an Owner's right to vote (except that no notice or hearing is required if the Owner is more than 60 days delinquent in paying any Base Assessment);

(iii) suspending any Person's right to use Common Area amenities (except that no notice or hearing is required if the Owner is more than 30 days delinquent in paying any assessment or other charge owed the Association); provided, the Board may not limit ingress or egress to or from a Unit;

(iv) suspending any services the Association provides (except that no notice or hearing is required if the Owner is more than 30 days delinquent in paying any assessment or other charge owed to the Association);

(v) exercising self-help or taking action to abate any violation of the Governing Documents occurring on a Unit in a non-emergency situation (including removing personal property that violates the Governing Documents);

(vi) requiring an Owner, at its own expense, to remove any structure or improvement on such Owner's Unit in violation of the Governing Documents and to restore the Unit to its previous condition and, upon an Owner's failure to do so, the Board or its designee shall have the right to enter the property, remove the violation, and restore the property to substantially the same condition as previously existed and any such action shall not be deemed a trespass;

(vii) without liability to any Person, precluding any contractor, subcontractor, agent, employee, or other invitee of an Owner who fails to comply with the terms and provisions of Article IV and the Architectural Guidelines from continuing or performing any further activities in Bentwater; and

(viii) levying Specific Assessments to cover costs the Association incurs in bringing a Unit into compliance with the Governing Documents.

(b) In addition, the Board may enforce the Governing Documents without the necessity of compliance with the procedures set forth in the By-Laws:

(i) exercising self-help or taking action to abate any violation on a Unit in any emergency situation. An emergency situation shall include any situation where the passage of time or the requirement of process would render enforcement ineffective (e.g., towing vehicles that are in violation of parking rules and regulations);

(ii) exercising self-help or taking action to abate a violation on the Common Area under any circumstances; or

(iii) bringing suit at law or in equity to enjoin any violation, to recover monetary damages, or both.

In addition to any other enforcement rights, if an Owner fails to perform his or her maintenance responsibility properly, the Association may Record a notice of violation or perform such maintenance responsibilities and assess all costs the Association incurs against the Unit and the Owner as a Specific Assessment. Except in an emergency situation, the Association shall provide the Owner reasonable notice and an opportunity to cure the problem prior to taking such enforcement action.

All remedies set forth in the Governing Documents are in addition to any remedies available at law or in equity. In any action to enforce the Governing Documents, if the Association prevails, it shall be entitled to recover all costs, including, without limitation, attorneys' fees and court costs, reasonably incurred in such action.

(c) The decision to pursue enforcement action in any particular case shall be left to the Board's discretion, except that the Board shall not be arbitrary or capricious in taking enforcement action. Without limiting the generality of the foregoing sentence, the Board may determine that, under the circumstances of a particular case:

(i) the Association's position is not strong enough to justify taking any or further action;

(ii) the covenant, restriction, or rule being enforced is, or is likely to be construed as, inconsistent with applicable law;

(iii) although a technical violation may exist or may have occurred, it is not of such a material nature as to be objectionable to a reasonable person or to justify expending the Association's resources; or

(iv) it is not in the Association's best interests, based upon hardship, expense, or other reasonable criteria, to pursue enforcement action.

Any decision to not enforce shall not be construed as a waiver of the Association's right to enforce such provision at a later time under other circumstances or preclude the Association from enforcing any other covenant, restriction, or rule.

The Association, by contract or other agreement, may enforce county ordinances, if applicable, and Paulding County may enforce its ordinances within Bentwater.

7.5. Implied Rights; Board Authority.

The Association may exercise any right or privilege given to it expressly by, or reasonably implied from, the Governing Documents, or reasonably necessary to effectuate any such right or privilege. Except as otherwise specifically provided in the Governing Documents or by law, the Board may exercise all of the Association's rights and powers without a vote of the membership.

The Board may institute, defend, settle, or intervene on the Association's behalf in mediation, binding or non-binding arbitration, litigation, or administrative proceedings in matters pertaining to the Area of Common Responsibility, enforcement of the Governing Documents, or any other civil claim or action. However, the Governing Documents shall not be construed as creating any independent legal duty to institute litigation on behalf of or in the name of the Association or its Members.

In exercising the Association's rights and powers, making decisions on the Association's behalf, and conducting the Association's affairs, Board members shall be subject to, and their actions shall be judged in accordance with, the standards set forth in Section 3.25 of the By-Laws.

7.6. Indemnification of Officers, Directors, and Others.

Subject to Georgia law, the Association shall indemnify every officer, director, and committee member against all damages and expenses, including attorneys' fees, reasonably incurred in connection with any action, suit, or other proceeding (including settlement of any suit or proceeding, if the then Board of Directors approves) to which he or she may be a party by reason of being or having been an officer, director, or committee member, except that such obligation to indemnify shall be limited to those actions for which liability is limited under this Section.

The Association's officers, directors, and committee members shall not be liable for any mistake of judgment, negligent or otherwise, except for their own individual willful misfeasance, malfeasance, misconduct, or bad faith. The Association's officers and directors shall have no personal liability with respect to any contract or other commitment made or action taken in good faith on the Association's behalf (except to the extent that such officers or directors may also be Members).

The Association shall indemnify and forever hold each such officer, director, and committee member harmless from any and all liability to others on account of any such contract, commitment, or action. This right to indemnification shall not be exclusive of any other rights to which any present or former officer, director, or committee member may be entitled. The Association shall, as a Common Expense, maintain adequate general liability and officers' and directors' liability insurance to fund this obligation, if such insurance is reasonably available.

7.7. Safety and Security.

Each Owner and occupant of a Unit, and their respective guests and invitees, shall be responsible for their own personal safety and the security of their property in Bentwater. The Association may, but shall not be obligated to, maintain or support certain activities within Bentwater designed to enhance the level of safety or security which each Person provides for himself and his property. Neither the Association nor Declarant shall in any way be considered insurers or guarantors of safety or security within Bentwater, nor shall either be held liable for any loss or damage by reason of failure to provide adequate security or ineffectiveness of security measures undertaken.

No representation or warranty is made that any systems or measures, including any mechanism or system for limiting access to any portion of Bentwater, cannot be compromised or circumvented, nor that any such systems or security measures undertaken will in all cases prevent loss or provide the detection or protection for which the system is designed or intended. Each Owner acknowledges, understands, and shall be responsible for informing its tenants and all occupants of its Unit that the Association, its Board and committees, and Declarant are not insurers or guarantors of security or safety and that each Person within Bentwater assumes all risks of personal injury and loss or damage to property, including Units and the contents of Units, resulting from acts of third parties.

7.8. Provision of Services.

The Association may provide, or provide for, services and facilities for the Members and their Units, and may enter into and terminate contracts or agreements with other entities, including Declarant, to provide such services and facilities. The Board may charge use or service fees for any such services and facilities provided at an Owner's option, or may include the costs thereof in the Association's budget as a Common Expense and assess it as part of the Base Assessment if provided to all Units. By way of example, such services and facilities might include landscape maintenance, pest control, cable television, security, caretaking, transportation, fire protection, utilities, trash collection, and similar services and facilities.

Nothing in this Section shall be construed as a representation by Declarant or the Association as to what, if any, services shall be provided, and each Owner acknowledges that services such as those described above are not typically provided to detached, single family homes. In addition, the Board may modify or cancel existing contracts for services in its discretion, unless the provision of such services is otherwise required by the Governing Documents. Non-use of services provided to all Owners or Units as a Common Expense shall not exempt any Owner from the obligation to pay assessments for such services.

In any contracts or agreements with third parties for the provision of services within Bentwater, the Association may assign to the service provider the right to bill Owners directly and to pursue all legal or equitable remedies otherwise available to the Association in the collection of such bills.

7.9. Powers of the Association Relating to Neighborhoods.

A Neighborhood Committee is an Association committee. The Board shall have all of the power and control over Neighborhood Committees that it has over other Association committees.

The Association may require that a Neighborhood Association take specific action in connection with its obligations and responsibilities, such as requiring that specific maintenance or repairs or aesthetic changes be made and requiring that a proposed budget include certain items and that expenditures be made therefor. A Neighborhood Association shall take such action within the reasonable time frame the Association sets. If the Neighborhood Association fails to comply, the Association may act on behalf of the Neighborhood Association and levy Specific Assessments to cover the costs, as well as an administrative charge and sanctions.

7.10. Relationships with Other Properties.

The Association may enter into contractual agreements or covenants to share costs with any neighboring property or the Golf Club to contribute funds for, among other things, shared or mutually beneficial property or services and/or a higher level of Common Area maintenance.

7.11. Facilities and Services Open to the Public.

Declarant or the Board may designate certain facilities and areas within Bentwater as open for use and enjoyment by the public. Such facilities and areas may include, by way of example: greenbelts, trails and paths, parks, and other neighborhood spots conducive to gathering and interaction, roads, sidewalks, and medians. At the time of Recording this Declaration, except as may otherwise specifically be provided, no specific plans exist to open facilities for public use.

7.12. Use of Swimming Pool and Other Recreational Facilities.

(a) Each Owner acknowledges that certain recreational facilities, including, but not limited to, a swimming pool, have been or shall be provided within Bentwater for the use and enjoyment of the Owners, their families, tenants, other occupants of a Unit, the guests of any such Persons, and "Recreational Members" (as defined below). Each Owner hereby acknowledges that there are risks associated with the use of such recreational facilities and that all users of such facilities are solely responsible for such risk. Each Owner, by accepting a deed to a Unit, acknowledges that he or she has not relied upon the representations of Declarant or the Association with respect to the safety of any recreational facilities provided within Bentwater.

The Association may employ or otherwise provide, from time to time, one or more lifeguard(s) at any Bentwater swimming pool. Each Owner acknowledges that the presence of a lifeguard shall not create a duty on the part of Declarant or the Association in favor of the users of the swimming pool to provide for, insure, or guarantee the safety of such use. Each Owner acknowledges that the presence of a lifeguard shall not in any way alter the risks assumed by each Owner, his or her family members, tenants, other occupants of Owner's Unit, and guests of any such Persons, which risks shall continue to be assumed by the user of the swimming pool.

(b) The Bentwater community swimming pool and related recreational facilities may be located on property owned by the Golf Club and leased to the Association. Pursuant to such lease, and except as provided in Section 7.2, the Association shall maintain and continuously operate the facilities as Common Area for the use and benefit of the Owners, their families, tenants, other occupants of a Unit, the guests of any such Persons, and the Recreational Members. Such lease shall renew automatically at the end of each stated term, unless otherwise terminated by the Association. All Owners, and other permitted users, shall have an easement of access, use, and enjoyment in and to such facilities subject to the same conditions and limitations as apply to Common Area generally, as set forth in Section 11.1. The Board may enact reasonable rules and regulations governing the use of such facilities.

(c) Upon request by Declarant, for so long as Declarant owns property described in Exhibits "A" or "B," the Association shall issue "Recreational Memberships" in and to the Bentwater community swimming pool and related recreational facilities to up to 200 persons who are not owners or residents of Bentwater ("Recreational Members"). The Association shall issue the memberships for an initial fee which is equal to one-quarter of the annual Base Assessment per Unit for the year in which the membership is issued. Recreational Memberships shall permit the Recreational Member and the members of his or her family to use Bentwater recreational facilities subject to the same limitations and restrictions as apply to the Owners, and subject to the payment of an annual membership fee.

A Recreational Membership shall terminate automatically if the Recreational Member is delinquent by more than 30 days in the payment of the annual membership fee. In addition, Recreational Memberships may be terminated or suspended by the Board for violations of applicable rules and regulations or for any other reason (including, but not limited to, the Board's decision to terminate Recreational Memberships generally). Recreational Memberships may not be transferred, assigned, or conveyed and shall be specific to the Recreational Member only. Recreational Memberships shall not run with title to property the Recreational Member owns.

Recreational Members shall not be Members of the Association and shall not have voting or other rights granted to Members under the Governing Documents. The rights of Recreational Members shall be limited to the use of the Bentwater community swimming pool and related recreational facilities as set forth above. The Association may enact rules, regulations, and procedures governing the administration of the Recreational Membership program, including, but not limited to, issuing and requiring the presentation of membership cards as a condition to using the facilities.

7.13. Archeological, Historical, and Cultural Sites.

Certain areas within Bentwater (including portions of Units) may be designated by Declarant as areas of archeological, historical, or cultural significance (e.g., areas containing remains of Indian settlements). Such sites shall be subject to protection and restriction by the Association and no action shall be taken in disturbance of such sites without the written approval of the Association and Declarant, for so long as Declarant owns property described on Exhibits "A" or "B." The Association may provide, or provide for, the maintenance, preservation, and protection of such sites as a Common Expense and may contract with, or otherwise cooperate with, one or more tax-exempt entities for the maintenance, preservation, and protection of such sites.

Article VIII Association Finances

8.1. Budgeting and Allocating Common Expenses.

Each year, the Board shall prepare a budget of the estimated Common Expenses for the coming fiscal year, including any contributions to be made to a reserve fund pursuant to Section 8.3. The budget shall also reflect the sources and estimated amounts of funds to cover such expenses, which may include any surplus to be applied from prior years, any income expected from sources other than assessments levied against the Units, and the amount to be generated through the levy of Base Assessments and Special Assessments against the Units.

The Association is authorized to levy Base Assessments equally against all Units subject to assessment under Section 8.7 to fund the Common Expenses. In determining the Base Assessment rate per Unit, the Board may consider any assessment income it expects to generate from any additional Units reasonably anticipated to become subject to assessment during the fiscal year.

The Board shall send a copy of the final budget, together with notice of the amount of the Base Assessment to be levied pursuant to such budget, to each Owner at least 30 days prior to the budget's effective date. The budget shall automatically become effective unless disapproved at a meeting by Voting Members representing at least 75% of the total Class "A" votes in the Association and by the Class "B" Member, if such exists. The Board shall be under no obligation to call a meeting for the purpose of considering the budget except on petition of the Voting Members as provided for special meetings in the By-Laws. Any such petition must be presented to the Board within 10 days after delivery of the budget and notice of any assessment.

If any proposed budget is disapproved or the Board fails for any reason to determine the budget for any year, then the budget most recently in effect shall continue in effect until a new budget is determined.

The Board may revise the budget and adjust the Base Assessment from time to time during the year, subject to the notice requirements and the Voting Members' right to disapprove the revised budget as set forth above.

8.2. Budgeting and Allocating Neighborhood Expenses.

In addition to the Common Expense budget, each year the Board shall prepare a separate budget covering the estimated Neighborhood Expenses for each Neighborhood on whose behalf it expects to incur Neighborhood Expenses during the coming fiscal year. Each such budget shall include any costs for additional services or a higher level of services which the Owners in such Neighborhood have approved pursuant to Section 6.4(a) and any contribution to be made to a reserve fund pursuant to Section 8.3. The budget shall also reflect the sources and estimated amounts of funds to cover such expenses, which may include any surplus to be applied from prior years, any income expected from sources other than assessments levied against the Units, and the amount required to be generated through the levy of Neighborhood and Special Assessments against the Units in such Neighborhood.

The Association is hereby authorized to levy Neighborhood Assessments equally against all Units in the Neighborhood which are subject to assessment under Section 8.7 to fund Neighborhood Expenses; provided, if so specified in the applicable Supplemental Declaration or if so directed by petition signed by a majority of the Owners within the Neighborhood, any portion of the assessment intended for exterior maintenance of structures, insurance on structures, or replacement reserves which pertain to particular structures shall be levied on each of the benefited Units in proportion to the benefit received.

The Board shall deliver a copy of the Neighborhood budget and notice of the amount of the Neighborhood Assessment for the coming year to each Owner in the Neighborhood at least 30 days prior to the budget's effective date. Such budget and assessment shall become effective unless disapproved at a meeting of the Neighborhood by Owners of a majority of the Units in the Neighborhood to which the Neighborhood Assessment applies. However, there shall be no obligation to call a meeting for the purpose of considering the budget except on petition of Owners of at least 10% of the Units in such Neighborhood. This right to disapprove shall only apply to those line items in the Neighborhood budget which are attributable to services requested by the Neighborhood and shall not apply to any item which the Governing Documents require to be assessed as a Neighborhood Assessment.

If the proposed budget for any Neighborhood is disapproved or if the Board fails for any reason to determine the budget for any year, then until such time as a budget is determined, the budget in effect for the immediately preceding year shall continue for the current year.

The Board may revise the budget for any Neighborhood and the amount of any Neighborhood Assessment from time to time during the year, subject to the notice requirements and the right of the Owners of Units in the affected Neighborhood to disapprove the revised budget as set forth above.

All amounts the Association collects as Neighborhood Assessments shall be held in trust for and expended solely for the benefit of the Neighborhood for which they were collected and shall be accounted for separately from the Association's general funds.

8.3. Budgeting for Reserves.

The Board may include in the Common Expense budget adopted pursuant to Section 8.1 or the Neighborhood Expense budgets adopted pursuant to Section 8.2, as appropriate, a capital contribution to fund reserves in an amount sufficient to meet the projected need with respect both to amount and timing by annual contributions over the budget period. Reserve budgets shall take into account the number and nature of replaceable assets, the expected life of each asset, and the expected repair or replacement cost. So long as the Board exercises business judgment in determining the amount of the reserve fund, the amount shall be considered adequate.

The Board may adopt resolutions regarding the expenditure of any reserve funds, including policies designating the nature of assets for which reserve funds may be expended. These policies may differ for general Association purposes and for each Neighborhood. So long as Declarant owns any property described in Exhibits "A" or "B," neither the Association nor the Board shall adopt, modify, limit, or expand such policies without Declarant's prior written consent.

8.4. Declarant's Subsidy Option.

So long as Declarant has the right unilaterally to annex additional property pursuant to Section 9.1, Declarant may, but shall not be obligated to, reduce the Base Assessment or fund any budget deficit for any fiscal year by payment of a subsidy which may be treated as either a contribution, an advance against future assessments due from Declarant, or a loan, in Declarant's discretion. Any such subsidy shall be conspicuously disclosed as a line item in the Common Expense budget and the treatment of such subsidy shall be made known to the membership. The payment of such subsidy in any year shall under no circumstances obligate Declarant to continue payment of such subsidy in future years, unless otherwise provided in a written agreement between the Association and Declarant.

8.5. Special Assessments.

In addition to other authorized assessments, the Association may levy Special Assessments to cover unbudgeted expenses or expenses in excess of those budgeted. Any such Special Assessment may be levied against the entire membership, if such Special Assessment is for Common Expenses, or against the Units within any Neighborhood if such Special Assessment is for Neighborhood Expenses. Except as otherwise specifically provided in this Declaration, any Special Assessment shall require the affirmative vote or written consent of Voting Members (if a Common Expense) or Owners (if a Neighborhood Expense) representing at least two-thirds (2/3) of the total votes allocated to Units which will be subject to such Special Assessment, and the affirmative vote or written consent of the Class "B" Member, if such exists. Special Assessments shall be payable in such manner and at such times as determined by the Board, and may be payable in installments extending beyond the fiscal year in which the Special Assessment is approved.

8.6. Specific Assessments.

The Association may levy Specific Assessments against one or more particular Units as follows:

(a) to cover the costs, including overhead and administrative costs, of providing services to Units upon request of an Owner pursuant to any menu of special services which the Association may offer (which might include the items identified in Section 7.8). Specific Assessments for special services may be levied prior to the requested service being provided; and

(b) to cover costs incurred in bringing a Unit into compliance with the Governing Documents, or costs incurred as a consequence of the conduct of the Owner or occupants of the Unit, their agents, contractors, employees, licensees, invitees, or guests; provided, the Board shall give the Unit Owner prior written notice and an opportunity for a hearing, in accordance with the By-Laws, before levying any Specific Assessment under this subsection.

The Association may also levy a Specific Assessment against the Units within any Neighborhood to reimburse the Association for costs incurred in bringing the Neighborhood into compliance with the provisions of the Governing Documents, provided the Board gives prior written notice to the Owners of Units in, or the Voting Member representing, the Neighborhood and an opportunity for such Owners or Voting Member to be heard before levying any such assessment.

8.7. Authority to Assess Owners; Time of Payment.

The obligation to pay assessments shall commence as to each Unit on the earlier of: (a) the closing of the conveyance of the Unit to a Class "A" Member other than a Builder; or (b) the one year anniversary of the conveyance of the Unit from Declarant to a Builder; provided, no assessment shall be due prior to the month in which the Board first determines a budget and levies assessments pursuant to this Article. The first annual Base Assessment and Neighborhood Assessment, if any, levied on each Unit shall be adjusted according to the number of days remaining in the fiscal year at the time assessments commence on the Unit.

Owners shall pay assessments in such manner and on such dates as the Board may establish. The Board may require advance payment of assessments at closing of the transfer of title to a Unit and impose special requirements for Owners with a history of delinquent payment. If the Board so elects, Owners may pay assessments in monthly or quarterly installments. Unless the Board otherwise provides, the Base Assessment and any Neighborhood Assessment shall be due and payable in advance on the first day of each fiscal year. If any Owner is delinquent in paying any assessments or other charges levied on his Unit, the Board may require the outstanding balance on all assessments to be paid in full immediately.

8.8. Obligation for Assessments.

(a) Personal Obligation. Each Owner, by accepting a deed or entering into a Recorded contract of sale for any portion of Bentwater, covenants and agrees to pay all assessments authorized in the Governing Documents. All assessments, together with interest (computed from its due date at a rate of 12% per annum or such higher rate as the Board may establish, subject to the limitations of Georgia law), late charges as determined by Board resolution, costs, and reasonable attorneys' fees, shall be each Owner's personal obligation and a lien upon each Unit until paid in full. Upon a transfer of title to a Unit, the grantee shall be jointly and severally liable for any assessments and other charges due at the time of conveyance.

The Board's failure to fix assessment amounts or rates or to deliver or mail each Owner an assessment notice shall not be deemed a waiver, modification, or a release of any Owner from the obligation to pay assessments. In such event, each Owner shall continue to pay Base Assessments and Neighborhood Assessments on the same basis as during the last year for which an assessment was made, if any, until a new assessment is levied, at which time the Association may retroactively assess any shortfalls in collections.

No Owner may exempt himself from liability for assessments by non-use of Common Area, abandonment of his or her Unit, or any other means. The obligation to pay assessments is a separate and independent covenant on the part of each Owner. No diminution or abatement of assessments or set-off shall be claimed or allowed for any alleged failure of the Association or Board to take some action or perform some function required of it, or for inconvenience or discomfort arising from the making of repairs or improvements, or from any other action it takes.

Upon written request, the Association shall furnish to any Owner liable for any type of assessment a certificate in writing signed by an Association officer setting forth whether such assessment has been paid. Such certificate shall be conclusive evidence of payment. The Association may require the advance payment of a reasonable processing fee for the issuance of such certificate.

(b) Lien for Assessments. The Association shall have a lien against each Unit to secure payment of delinquent assessments, as well as all interest, late charges, and costs of collection (including attorneys' fees). Such lien shall be superior to all other liens, except (a) the liens of all taxes, bonds, assessments, and other levies which by law would be superior, and (b) the lien or charge of any Recorded first Mortgage (meaning any Recorded Mortgage with first priority over other Mortgages) made in good faith and for value. Such lien may be Recorded and enforced by suit, judgment, and judicial or nonjudicial foreclosure.

The Association may bid for the Unit at the foreclosure sale and acquire, hold, lease, mortgage, and convey the Unit. While the Association owns a Unit following foreclosure: (a) the Association shall not exercise a vote on its behalf; (b) the Association shall not levy an assessment on it; and (c) the Association shall charge each other Unit, in addition to its usual assessment, its pro rata share of the assessment that would have been charged such acquired Unit had the Association not foreclosed on it. The Association may sue for unpaid assessments and other charges authorized hereunder without foreclosing or waiving the lien securing the same.

Sale or transfer of any Unit shall not affect the assessment lien or relieve such Unit from the lien for any subsequent assessments. However, the sale or transfer of any Unit pursuant to foreclosure of the first Mortgage shall extinguish the lien as to any installments of such assessments due prior to the Mortgagee's foreclosure. The purchase of a foreclosed Unit shall not personally be liable for assessments on such Unit due prior to the date title is transferred pursuant to such foreclosure. Such unpaid assessments shall be deemed to be Common Expenses collectible from Owners of all Units subject to assessment under Section 8.7, including such acquirer, its successors and assigns.

8.9. Exempt Property.

In addition to those Units for which assessments have not commenced pursuant to Section 8.7, the following real property shall be exempt from payment of Base Assessments, Neighborhood Assessments, and Special Assessments: (a) all Common Area; (b) property owned by a Neighborhood Association for the common use and enjoyment of its members or owned by members of the Neighborhood Association as tenants-in-common; and (c) any real property dedicated to and accepted by any governmental authority or public utility.

In addition, Declarant and/or the Association shall have the right, but not the obligation, to grant exemptions to certain Persons qualifying for tax exempt status under Section 501(c) of the Internal Revenue Code so long as such Persons own property subject to this Declaration for purposes listed in Section 501(c).

8.10. Use and Consumption Fees.

The Board may charge use and consumption fees to any Person using Association services or facilities and may determine the amount and method of determining such fees. Different fees may be charged to different classes of users (e.g., Owners and non-Owners).

8.11. Transfer Fee.

(a) Authority. The Board shall have the authority, on behalf of the Association, to establish and collect a Transfer Fee in an amount equal to one-quarter of the annual Base Assessment per Unit upon each transfer of title to a Unit in Bentwater. The Transfer Fee shall be payable to the Association by the purchaser at the closing of the transfer and shall be secured by the Association's lien for assessments under Section 8.8. An Owner shall notify the Association's Secretary of a pending title transfer at least seven days prior to the transfer. Such notice shall include the name of the purchaser, the date of title transfer, and other information the Board may require.

(b) Purpose. All Transfer Fees which the Association collects shall be deposited into
a segregated account and used for such purposes as the Board deems beneficial to the Bentwater community (which may include purposes also benefiting or relating to the surrounding community). By way of example and not limitation, such Transfer Fees might be used for general operating purposes, reserves, or to assist the Association or one or more tax-exempt entities in funding:

(i) programs and activities which serve to promote a sense of community within and surrounding Bentwater, such as local public or private educational systems or programs, recreational leagues, cultural programs, festivals and holiday celebrations and activities, a community computer network, and recycling programs;

(ii) preservation and maintenance of natural areas, wildlife preserves, or similar conservation areas, and sponsorship of educational programs and activities which contribute to the overall understanding, appreciation and preservation of the natural environment at Bentwater; and

(iii) social services, community outreach programs, and other charitable causes.

(c) Exempt Transfers. Notwithstanding the above, no Transfer Fee shall be levied upon transfer of title to a Unit:

(i) to Declarant;

(ii) to a Builder solely for purposes of development and resale;

(iii) by a co-owner to any Person who was a co-owner immediately prior to such transfer;

(iv) to the Owner's estate, surviving spouse, or child upon the death of the Owner;

(v) to an entity wholly owned by the grantor or to a family trust created by the grantor for the benefit of grantor, his or her spouse and/or heirs at law; provided, upon any subsequent transfer of an ownership interest in such entity, the Transfer Fee shall become due; or

(vi) to an institutional lender pursuant to a Mortgage or upon foreclosure of a Mortgage.
PART FOUR: COMMUNITY DEVELOPMENT

The Declaration reserves various rights to the developer in order to facilitate the smooth and orderly development of Bentwater and to accommodate changes in the master plan which inevitably occur as a community the size of Bentwater grows and matures.

Article IX Expansion of the Community

9.1. Annexation by Declarant.

Declarant may from time to time subject to the provisions of this Declaration all or any portion of the property described in Exhibit "B" by Recording a plat or a Supplemental Declaration describing the additional property being annexed and specifying that such property is being made subject to the Declaration. Annexation pursuant to this Section shall not require the consent of any Person except the owner of such property, if other than Declarant.

Declarant's right to annex property pursuant to this Section shall expire when all property described in Exhibit "B" has been subjected to this Declaration or 30 years after this Declaration is Recorded, whichever is earlier. Until then, Declarant may transfer or assign this right to any Person who is the developer of at least a portion of the real property described in Exhibits "A" or "B." Any such transfer shall be memorialized in a Recorded instrument executed by Declarant.

Nothing in this Declaration shall be construed to require Declarant or any successor to subject additional property to this Declaration or to develop any of the property described in Exhibit "B" in any manner whatsoever.

9.2. Annexation by the Association.

The Association may also subject additional property to the provisions of this Declaration by Recording a Supplemental Declaration describing the additional property. Any such Supplemental Declaration shall require the affirmative vote of Voting Members representing more than 50% of the Class "A" votes of the Association represented at a meeting duly called for such purpose and the consent of the owner of the property. In addition, so long as Declarant owns property subject to this Declaration or which may become subject to this Declaration in accordance with Section 9.1, Declarant's consent shall be necessary. The Supplemental Declaration shall be signed by the President and Secretary of the Association, by the owner of the property, and by Declarant, if Declarant's consent is necessary.

9.3. Additional Covenants and Easements.

By Supplemental Declaration, Declarant may subject any portion of Bentwater to additional covenants and easements, including covenants obligating the Association to maintain and insure such property and authorizing the Association to recover its costs through Neighborhood Assessments. If someone other than Declarant owns the property, then such owner(s)' consent shall be necessary and shall be evidenced by their execution of the Supplemental Declaration. Any such Supplemental Declaration may supplement, create exceptions to, or otherwise modify the terms of this Declaration as it applies to the subject property in order to reflect the different character and intended use of such property.

9.4. Effect of Supplemental Declaration or Recorded Plat.

A Supplemental Declaration or plat shall be effective upon Recording unless otherwise specified in such instrument. The Units subjected to this Declaration shall be assigned equal voting rights in the Association and equal pro rata liability for Base Assessments as all other Units.

Article X Additional Rights Reserved to Declarant

10.1. Withdrawal of Property.

Declarant reserves the right to amend this Declaration, so long as it has a right to annex additional property pursuant to Section 9.1, to remove from the coverage of this Declaration any portion of Bentwater which has not yet been improved with structures, provided such withdrawal does not reduce the total number of Units then subject to the Declaration by more than 10 percent. Such amendment shall not require the consent of any Person other than the Owner(s) of the property to be withdrawn, if not Declarant. If the property is Common Area, the Association shall consent to such withdrawal.

10.2. Marketing and Sales Activities.

Declarant and Builders authorized by Declarant may construct and maintain upon portions of the Common Area and other property they own, such facilities, activities, and things as, in Declarant's sole opinion, may be reasonably required, convenient, or incidental to the construction or sale of Units. Such permitted facilities, activities, and things shall include business offices, signs, flags (whether hung from flag poles or attached to a structure), model homes, sales offices, holding or sponsoring special events, and exterior lighting features or displays. In addition, if reasonably required, convenient, or incidental to construction or sales activities, Declarant and Builders may park vehicles in areas other than garages or driveways, including on streets. Builder's rights under this Section are subject to Declarant's approval. Declarant and authorized Builders shall have easements for access to and use of such facilities at no charge.

10.3. Right to Develop.

Declarant and its employees, agents, and designees shall have a right of access and use and an easement over and upon all of the Common Area for the purpose of making, constructing, and installing such improvements to the Common Area as it deems appropriate in its sole discretion.

Every Person that acquires any interest in Bentwater acknowledges that Bentwater is a master planned community, the development of which is likely to extend over many years, and agrees not to protest, challenge, or otherwise object to (a) changes in uses or density of property outside the Neighborhood in which such Person holds an interest, or (b) changes in the Master Plan as it relates to property outside the Neighborhood in which such Person holds an interest.

10.4. Right to Approve Changes in Bentwater Standards.

No amendment to or modification of any Restrictions and Rules or Architectural Guidelines shall be effective without prior notice to and the written approval of Declarant so long as Declarant owns property subject to this Declaration or which may become subject to this Declaration in accordance with Section 9.1.

10.5. Right to Transfer or Assign Declarant Rights.

Any or all of Declarant's special rights and obligations set forth in this Declaration or the By-Laws may be transferred in whole or in part to other Persons; provided, the transfer shall not reduce an obligation nor enlarge a right beyond that which Declarant has under this Declaration or the By-Laws. No such transfer or assignment shall be effective unless it is in a Recorded instrument Declarant signs. The foregoing sentence shall not preclude Declarant from permitting other Persons to exercise, on a one time or limited basis, any right reserved to Declarant in this Declaration where Declarant does not intend to transfer such right in its entirety; in such case it shall not be necessary to Record any written assignment unless necessary to evidence Declarant's consent to such exercise.

10.6. Exclusive Rights To Use Name of Development.

No Person shall use the name "Bentwater" or any derivative of such name or in logo or depiction in any printed or promotional material without Declarant's prior written consent. However, Owners may use the name "Bentwater" in printed or promotional matter where such term is used solely to specify that particular property is located within Bentwater and the Association shall be entitled to use the words "Bentwater" in its name.

10.7. Easement to Inspect and Right to Correct.

Declarant reserves for itself and others it may designate the right to inspect, monitor, test, redesign, and correct any structure, improvement, or condition which may exist on any portion of the property within Bentwater, including Units, and a perpetual nonexclusive easement of access throughout Bentwater to the extent reasonably necessary to exercise such right. Except in an emergency, entry onto a Unit shall be only after reasonable notice to the Owner and no entry into a dwelling shall be permitted without the Owner's consent. The Person exercising this easement shall promptly repair, at such person's own expense, any damage resulting from such exercise.

10.8. Right to Notice of Design or Construction Claims.

No Person shall retain an expert for the purpose of inspecting the design or construction of any structures or improvements within Bentwater in connection with or in anticipation of any potential or pending claim, demand, or litigation involving such design or construction unless Declarant and any Builder involved in the design or construction have been first notified in writing and given an opportunity to meet with the property's owner to discuss the owner's concerns and conduct their own inspection.

10.9. Right To Use Common Area for Special Events.

As long as Declarant owns any property described in Exhibits "A" or "B," Declarant may use the Common Area to sponsor special events for charitable, philanthropic, political, or marketing purposes, subject to the following conditions:

(a) the availability of the facilities at the time requested;

(b) Declarant shall pay all costs and expenses incurred and shall indemnify the Association against any loss or damage resulting from the special event; and

(c) Declarant shall return the facilities and personal property used in conjunction with the special event to the Association in the same condition as existed prior to the special events.

Declarant shall have the right to assign its rights to charitable organizations or foundations selected by Declarant. Declarant's right to use the Common Area for special events shall be enforceable by injunction, by any other remedy in law or equity, and by the terms of this Declaration.

10.10. Termination of Rights.

The rights contained in this Article shall not terminate until the earlier of (a) 40 years from the date this Declaration is Recorded, or (b) Declarant's Recording of a statement that all sales activity has ceased.
PART FIVE: PROPERTY RIGHTS WITHIN THE COMMUNITY

The nature of living in a planned community, with its wide array of properties and development types and its ongoing development activity, requires the creation of special property rights and provisions to address the needs and responsibilities of the Owners, Declarant, the Association, and others within or adjacent to the community.

Article XI Easements

11.1. Easements in Common Area.

Declarant grants to each Owner a nonexclusive right and easement of use, access, and enjoyment in and to the Common Area, subject to:

(a) the Governing Documents and any other applicable covenants;

(b) any restrictions or limitations contained in any deed conveying such property to the Association or in any lease granting the Association use rights in such property;

(c) the Board's right to:

(i) adopt rules regulating use and enjoyment of the Common Area, including rules limiting the number of guests who may use the Common Area;

(ii) suspend an Owner's right to use recreational facilities within the Common Area (A) for any period during which any charge against such Owner's Unit remains more than 30 days delinquent without the necessity of notice and a hearing, and (B) for a period not to exceed 30 days for a single violation, or for a longer period in the case of any continuing violation, of the Governing Documents after notice and a hearing pursuant to the By-Laws;

(iii) dedicate or transfer all or any part of the Common Area, subject to such approval requirements as may be set forth in this Declaration;

(iv) impose reasonable membership requirements and charge reasonable admission or other use fees for the use of any recreational facility situated upon the Common Area;

(v) permit use of any recreational facilities situated on the Common Area by persons other than Owners, their families, lessees, and guests upon payment of use or membership fees established by the Board and designate other areas and facilities within the Area of Common Responsibility as open for the public's use and enjoyment;

(vi) mortgage, pledge, or hypothecate any or all of its real or personal property as security for money borrowed or debts incurred, subject to the approval requirements set forth in Sections 17.5 and 19.4; and

(d) The rights of certain Owners to the exclusive use of those portions of the Common Area designated "Limited Common Areas," as described in Article XII.

Any Owner may extend his or her right of use and enjoyment to the members of his or her family, lessees, and social invitees, as applicable, subject to reasonable regulation by the Board. An Owner who leases his or her Unit shall be deemed to have assigned all such rights to the lessee of such Unit for the period of the lease.

11.2. Easements of Encroachment.

Declarant grants reciprocal appurtenant easements of encroachment, and for maintenance and use of any permitted encroachment, between each Unit and any adjacent Common Area and between adjacent Units due to the unintentional placement or settling or shifting of the improvements constructed, reconstructed, or altered thereon (in accordance with the terms of these restrictions) to a distance of not more than three feet, as measured from any point on the common boundary along a line perpendicular to such boundary. However, in no event shall an easement for encroachment exist if such encroachment occurred due to willful and knowing conduct on the part of, or with the knowledge and consent of, the Person claiming the benefit of such easement.

11.3. Easements for Utilities, Etc.

(a) Installation and Maintenance. Declarant reserves for itself, so long as Declarant owns any property described in Exhibit "A" or "B" of this Declaration, and grants to the Association and all utility providers, perpetual non-exclusive easements throughout Bentwater (but not through a structure) to the extent reasonably necessary for the purpose of:

(i) installing utilities and infrastructure, including cable and other systems for sending and receiving data and/or other electronic signals; security and similar systems; walkways, pathways and trails; drainage systems; street lights; and signage on property which Declarant owns or within public rights-of-way or easements reserved for such purpose on Recorded plats;

(ii) inspecting, maintaining, repairing, and replacing the utilities, infrastructure, and other improvements described in Section 11.3(a)(i); and

(iii) access to read utility meters.

Notwithstanding the above, Declarant reserves the right to deny access to any utility or service provider, to the extent permitted by law, or to condition such access on the payment of reasonable consideration.

(b) Specific Easements. Declarant also reserves for itself the non-exclusive right and power to grant and Record such specific easements as may be necessary, in its sole discretion, in connection with the orderly development of any property described in Exhibits "A" and "B." Declarant shall give advance written notice to the Owner of any property to be burdened by any easement granted pursuant to this subsection (b). The location of the easement shall be subject to the written approval of the burdened property's Owner, which approval shall not unreasonably be withheld, delayed, or conditioned.

(c) Minimal Interference. All work associated with the exercise of the easements described in subsections (a) and (b) of this Section shall be performed in such a manner as to minimize interference with the use and enjoyment of the property burdened by the easement. Upon completion of the work, the Person exercising the easement shall restore the property, to the extent reasonably possible, to its condition prior to the commencement of the work. The exercise of these easements shall not extend to permitting entry into the structures on any Unit, nor shall it unreasonably interfere with the use of any Unit and, except in an emergency, entry onto any Unit shall be made only after reasonable notice to the Owner or occupant.

11.4. Easements to Serve Additional Property.

Declarant hereby reserves for itself and its duly authorized agents, successors, assigns, and mortgagees, an easement over the Common Area for the purposes of enjoyment, use, access, and development of the property described in Exhibit "B," regardless of whether such property is made subject to this Declaration. This easement includes, but is not limited to, a right of ingress and egress over the Common Area for construction of roads and for connecting and installing utilities on such property.

Declarant agrees that it and its successors or assigns shall be responsible for any damage caused to the Common Area as a result of their respective actions in connection with development of such property. Declarant further agrees that if the easement is exercised for permanent access to such property and such property or any portion thereof benefiting from such easement is not made subject to this Declaration, Declarant, its successors or assigns shall enter into a reasonable agreement with the Association to share the cost of any maintenance which the Association provides to or along any roadway providing access to such property.

11.5. Easements for Maintenance, Emergency, and Enforcement.

Declarant grants to the Association easements over Bentwater as necessary to enable the Association to fulfill its maintenance responsibilities under Section 7.2. The Association shall also have the right, but not the obligation, to enter upon any Unit for emergency, security, and safety reasons, to perform maintenance and to inspect for the purpose of ensuring compliance with and enforcing the Governing Documents. Such right may be exercised by any member of the Board, by the Board's duly authorized agents and assignees, and by emergency personnel in the performance of their duties. Except in an emergency situation, entry shall only be during reasonable hours and after notice to the Owner.

11.6. Easements for Lake and Pond Maintenance and Flood Water.

Declarant reserves for itself, the Association, and their successors, assigns, and designees, the nonexclusive right and easement, but not the obligation, to enter upon bodies of water and wetlands located within the Area of Common Responsibility to (a) install, operate, maintain, and replace pumps to supply irrigation water to the Area of Common Responsibility; (b) construct, maintain, and repair structures and equipment used for retaining water; and (c) maintain such areas in a manner consistent with the Community-Wide Standard. Declarant, the Association, and their successors, assigns, and designees shall have an access easement over and across any of Bentwater abutting or containing bodies of water or wetlands to the extent reasonably necessary to exercise their rights under this Section.

Declarant further reserves for itself, the Association, and their successors, assigns, and designees, a perpetual, nonexclusive right and easement of access and encroachment over the Common Area and Units (but not the dwellings thereon) adjacent to or within 100 feet of bodies of water and wetlands within Bentwater, in order to (a) temporarily flood and back water upon and maintain water over such portions of Bentwater; (b) alter in any manner and generally maintain the bodies of water and wetlands within the Area of Common Responsibility; and (c) maintain and landscape the slopes and banks pertaining to such areas. All Persons entitled to exercise these easements shall use reasonable care in and repair any damage resulting from the intentional exercise of such easements. Nothing herein shall be construed to make Declarant or any other Person liable for damage resulting from flooding due to heavy rainfall or other natural occurrences. This Section shall not create an obligation of Declarant or the Association to maintain any portion of a Unit.

11.7. Easements for the Golf Club.

The Units and the Common Area are burdened with an easement permitting golf balls to come upon such areas unintentionally and for golfers, at reasonable times and in a reasonable manner, to come upon the Common Area or the exterior portions of a Unit to retrieve errant golf balls; provided, if any Unit is fenced or walled, the golfer shall enter only with the Owner's permission. The existence of this easement shall not relieve golfers of liability for damage caused by errant golf balls. Under no circumstances shall any of the following Persons be held liable for any damage or injury resulting from errant golf balls or the exercise of this easement: Declarant; the Association or its Members (in their capacities as such); the Golf Club owner, its successors, successors-in-title to, or assigns; Cousins Real Estate Corporation; Temple-Inland Realty, Inc.; any builder or contractor (in their capacities as such); any officer, director, or partner of any of the foregoing, or any officer or director of any partner.

The Golf Club owner, its agents, successors, and assigns, shall at all times have a right and non-exclusive easement of access and use over those portions of the Common Area reasonably necessary to the operation, maintenance, repair, and replacement of the golf course and other facilities or improvements comprising the Golf Club.

Any portion of Bentwater immediately adjacent to the Golf Club is hereby burdened with a non-exclusive easement in favor of the adjacent Golf Club for overspray of water from the irrigation system serving the Golf Club. Under no circumstances shall the Association or the Golf Club owner be held liable for any damage or injury resulting from such overspray or the exercise of this easement.

The Golf Club owner, its successors and assigns, shall have a perpetual, exclusive easement of access over Bentwater for the purpose of retrieving golf balls from bodies of water within the Common Area lying reasonably within range of golf balls hit from the Golf Club.

11.8. Trail Easement.

A system of pedestrian paths and trails crossing both Common Area and Units has been or shall be constructed within Bentwater. Each portion of any Unit upon which a portion of the trail system is located, as shown on a Recorded plat, is subject to a perpetual, non-exclusive easement of access and enjoyment in favor of Owners and other permitted users of the trail system, and an easement of access and maintenance in favor of the Association and its designees. The Owner of a Unit burdened by this easement shall not erect any fence, landscaping, or other obstruction which would interfere with the exercise of this easement.

11.9 Undisturbed Buffer Zones.

Each Unit which borders on or contains a creek or stream is burdened with a perpetual, non-exclusive easement in favor of the Association and its designees over any portion of such Unit lying and being within 25 feet of the creek or stream for maintenance and for maintaining a natural, undisturbed buffer zone between the creek and residential or other uses. In addition, some Units may be affected by other non-disturbance buffer zones indicated on Recorded plats. This Section shall not create an obligation of Declarant or the Association to maintain any part on or of a Unit.

No construction or improvement of any type shall be permitted within such buffer zones; provided, fences which result in minimal disturbance of the land may be permitted in such area if approved in accordance with Article IV. Except for the removal of underbrush, no plantings, trees, or foliage may be removed from such buffer zones without Board approval.

The Association shall be similarly restricted in its activities with respect to any such buffer zones lying within the Common Area.

Article XII Limited Common Areas

12.1. Purpose.

Certain portions of the Common Area may be designated as Limited Common Area and reserved for the exclusive use or primary benefit of Owners and occupants within a particular Neighborhood or Neighborhoods. By way of illustration and not limitation, Limited Common Areas may include entry features, recreational facilities, landscaped medians, cul-de-sacs, lakes, and other portions of the Common Area within a particular Neighborhood or Neighborhoods. All costs associated with maintenance, repair, replacement, and insurance of a Limited Common Area shall be a Neighborhood Expense allocated among the Owners in the Neighborhood(s) to which the Limited Common Areas are assigned.

12.2. Designation.

Initially, Limited Common Area shall be designated as such in the deed conveying such area to the Association, on the subdivision plat encompassing such Common Area, or in a Supplemental Declaration submitting such property to the Declaration. Any such assignment shall not preclude Declarant from later assigning use of the same Limited Common Area to additional Units and/or Neighborhoods, so long as Declarant has a right to subject additional property to this Declaration pursuant to Section 9.1.

In addition, the Board may assign or reassign Limited Common Area upon the vote of Voting Members representing a majority of the total Class "A" votes in the Association, including a majority of the Class "A" votes within the Neighborhood(s) affected by the proposed assignment or reassignment. As long as Declarant owns any property subject to this Declaration or which may become subject to this Declaration in accordance with Section 9.1, any such assignment or reassignment shall also require Declarant's written consent.

12.3. Use by Others.

Upon approval of a majority of Owners of Units within the Neighborhood to which any Limited Common Area is assigned, the Association may permit Owners of Units in other Neighborhoods to use all or a portion of such Limited Common Area upon payment of reasonable user fees, which fees shall be used to offset the Neighborhood Expenses attributable to such Limited Common Area.

Article XIII Party Walls and Other Shared Structures

13.1. General Rules of Law to Apply.

Each wall, fence, driveway, or similar structure built as a part of the original construction on the Units which serves and/or separates any two adjoining Units shall constitute a party structure. To the extent not inconsistent with the provisions of this Section, the general rules of law regarding party walls and liability for property damage due to negligence or willful acts or omissions shall apply thereto. Any dispute arising concerning a party structure shall be handled in accordance with the provisions of Article XIV.

13.2. Maintenance; Damage and Destruction.

Unless otherwise specifically provided in additional covenants relating to such Units, the cost of necessary or appropriate party structure repairs and maintenance shall be shared equally by the Owners sharing the party structure.

If fire or other casualty damages or destroys a party structure, then to the extent that such damage is not covered by insurance and repaired out of the proceeds of insurance, any Owner whose Unit borders the structure may restore it and seek contribution in equal proportions from the other Owners sharing the structure. However, such contribution will not prejudice the right to call for a larger contribution from the other users under any rule of law regarding liability for negligent or willful acts or omissions.

Any Owner's right to contribution from any other Owner under this Section shall be appurtenant to the land and shall pass to such Owner's successors-in-title.
PART SIX: RELATIONSHIPS WITHIN AND OUTSIDE THE COMMUNITY

The growth and success of Bentwater as a community in which people enjoy living, working, and playing requires good faith efforts to resolve disputes amicably, attention to and understanding of relationships within the community and its neighbors, and protection of the rights of others who have an interest in the community.

Article XIV Dispute Resolution and Limitation on Litigation

14.1. Agreement to Encourage Resolution of Disputes Without Litigation.

(a) Declarant, the Association and its officers, directors, and committee members, all Persons subject to this Declaration, and any Person not otherwise subject to this Declaration who agrees to submit to this Article (collectively, "Bound Parties"), agree that it is in the best interest of all concerned to encourage the amicable resolution of disputes within Bentwater without the emotional and financial costs of litigation. Accordingly, each Bound Party agrees not to file suit in any court with respect to a Claim described in subsection (b), unless and until it has first submitted such Claim to the alternative dispute resolution procedures set forth in Section 14.2 in a good faith effort to resolve such Claim.

(b) As used in this Article, the term "Claim" shall refer to any claim, grievance, or dispute arising out of or relating to

(i) the interpretation, application, or enforcement of the Governing Documents;
(ii) the rights, obligations, and duties of any Bound Party under the Governing Documents; or

(iii) the design or construction of improvements within Bentwater, other than matters of aesthetic judgment under Article IV, which shall not be subject to review;

(c) Notwithstanding subsection (b), the following shall not be considered "Claims" unless all parties to the matter otherwise agree to submit the matter to the procedures set forth in Section 14.2:

(i) any suit by the Association to collect assessments or other amounts due from any Owner;

(ii) any suit by the Association to obtain a temporary restraining order (or emergency equitable relief) and such ancillary relief as the court may deem necessary in order to maintain the status quo and preserve the Association's ability to enforce the provisions of Part Two of this Declaration (relating to creation and maintenance of community standards);

(iii) any suit between Owners, which does not include Declarant or the Association as a party, if such suit asserts a Claim which would constitute a cause of action independent of the Governing Documents;

(iv) any suit in which any indispensable party is not a Bound Party; and

(v) any suit as to which any applicable statute of limitations would expire within 180 days of giving the Notice required by Section 14.2(a), unless the party or parties against whom the Claim is made agree to toll the statute of limitations as to such Claim for such period as may reasonably be necessary to comply with this Article.

14.2. Dispute Resolution Procedures.

(a) Notice. The Bound Party asserting a Claim ("Claimant") against another Bound Party ("Respondent") shall give written notice to each Respondent stating plainly and concisely:

(i) the nature of the Claim, including the Persons involved and the Respondent's role in the Claim;

(ii) the legal basis of the Claim (i.e., the specific authority out of which the Claim arises);

(iii) the Claimant's proposed resolution or remedy; and

(iv) the Claimant's desire to meet with the Respondent to discuss in good faith ways to resolve the Claim.

(b) Negotiation. The Claimant and Respondent shall make every reasonable effort to meet in person and confer for the purpose of resolving the Claim by good faith negotiation. The Board may appoint a representative to assist the parties in negotiating a resolution of the Claim if a Claimant requests the Board to do so in writing and includes a copy of the Notice.

(c) Mediation. If the parties have not resolved the Claim through negotiation within 30 days of the date of the notice described in Section 14.2(a) (or within such other period as the parties may agree upon), the Claimant shall have 30 additional days to submit the Claim to mediation with an entity the Board designates (if the Association is not a party to the Claim) or to an independent agency providing dispute resolution services in the Atlanta area.

If the Claimant does not submit the Claim to mediation within such time, or does not appear for the mediation when scheduled, the Claimant shall be deemed to have waived the Claim, and the Respondent shall be relieved of any and all liability to the Claimant (but not third parties) on account of such Claim.

If the Parties do not settle the Claim within 30 days after submission of the matter to mediation, or within such time as determined reasonable by the mediator, the mediator shall issue a notice of termination of the mediation proceedings indicating that the parties are at an impasse and the date that mediation was terminated. The Claimant shall thereafter be entitled to file suit or to initiate administrative proceedings on the Claim, as appropriate.

Each Party shall bear its own costs of the mediation, including attorneys' fees, and each Party shall share equally all fees charged by the mediator.

(d) Settlement. Any settlement of the Claim through negotiation or mediation shall be documented in writing and signed by the parties. If any party thereafter fails to abide by the terms of such agreement, then any other party may file suit or initiate administrative proceedings to enforce such agreement without the need to again comply with the procedures set forth in this Section. In such event, the party taking action to enforce the agreement or award shall, upon prevailing, be entitled to recover from the non-complying party (or if more than one non-complying party, from all such parties in equal proportions) all costs incurred in enforcing such agreement or award, including, without limitation, attorneys' fees and court costs.

14.3. Initiation of Litigation by Association.

In addition to compliance with the foregoing alternative dispute resolution procedures, if applicable, the Association shall not initiate any judicial or administrative proceeding unless Voting Members entitled to cast 75% of the total Class "A" votes in the Association first approve, except that no such approval shall be required for actions or proceedings:

(a) initiated during the Class "B" Control Period;

(b) initiated to enforce the provisions of this Declaration, including collection of assessments and foreclosure of liens;

(c) initiated to challenge ad valorem taxation or condemnation proceedings;

(d) initiated against any contractor, vendor, or supplier of goods or services arising out of a contract for services or supplies; or

(e) to defend claims filed against the Association or to assert counterclaims in proceedings instituted against it.

This Section shall not be amended unless such amendment is approved by the same percentage of votes necessary to institute proceedings.

Article XV Golf Club

15.1 Access, Use, and Ownership.

Access to and use of the Golf Club is strictly subject to the Golf Club's rules and procedures, and no Person gains any right to enter or to use the Golf Club by virtue of membership in the Association or ownership or occupancy of a Unit.

All Persons, including all Owners, are hereby advised that no representations or warranties have been or are made by Declarant, the Association, any Builder, or by any Person acting on behalf of any of the foregoing, with regard to the continuing ownership or operation of the Golf Club. No purported representation or warranty in such regard, written or oral, shall be effective unless specifically set forth in writing by the Golf Club's owner .

Ownership or operation of the Golf Club may change at any time in any manner, including by virtue of (a) the sale to or assumption of operations by an independent Person; (b) establishment of, or conversion of the membership structure to, an "equity" club or similar arrangement whereby the members of the Golf Club or an entity owned or controlled by its members become the owner(s) and/or operator(s) of the Golf Club; or (c) the conveyance of the Golf Club to Declarant, the Persons comprising Declarant, or one or more affiliates, shareholders, employees, or independent contractors of Declarant or its composite parties. Consent of the Association, any Neighborhood Association, any Voting Member, or any Owner shall not be required to effectuate any change in ownership or operation of the Golf Club.

Rights to use the Golf Club will be granted only to such Persons, and on such terms and conditions, as may be determined by the Golf Club owner. Such owner shall have the right, from time to time in its sole and absolute discretion and without notice, to amend or waive the terms and conditions of use of the Golf Club and to terminate use rights altogether.

15.2. Assumption of Risk and Indemnification.

Each Owner, by its purchase of a Unit in the vicinity of the Golf Club, hereby expressly assumes the risk of noise, personal injury, or property damage caused by maintenance and operation of the Golf Club, including, without limitation: (a) noise from maintenance equipment (it being specifically understood that such maintenance typically takes place around sunrise or sunset); (b) noise caused by golfers and other users of the club's facilities; (c) use of pesticides, herbicides, and fertilizers; (d) use of effluent in the irrigation of the golf course; (e) reduction in privacy caused by constant golf traffic on the golf course and to and from the Golf Club, or the removal or pruning of shrubbery or trees on the Golf Club property; (f) errant golf balls and golf clubs; and (g) design or redesign of the Golf Club, including the golf course.

Each Owner agrees that Declarant, the Association, and Declarant's affiliates, joint venturers, or agents shall not be liable to Owner or any other Person claiming any loss or damage, including, without limitation, indirect, special, or consequential loss or damage arising from personal injury, destruction of property, trespass, loss of enjoyment, or any other alleged wrong or entitlement to remedy based upon, due to, arising from or otherwise related to the proximity of Owner's Unit to the golf course, including, without limitation, any claim arising in whole or in part from the negligence of Declarant, any of Declarant's affiliates, joint venturers, and or agents or the Association. The Owner hereby agrees to indemnify and hold harmless Declarant, Declarant's affiliates, agents, and the Association, against any and all claims by Owner's visitors, tenants, and others upon such Owner's Unit.

15.3. View Impairment.

Neither Declarant nor the Association guarantee or represent that any view over and across any golf course from adjacent Units will be preserved without impairment. No provision of this Declaration shall be deemed to create an obligation of the Association or Declarant to relocate, prune, or thin trees or other landscaping except as provided in Article IV. The Golf Club owner, may, in its sole and absolute discretion, add trees and other landscaping to any portion of the Golf Club from time to time. In addition, the Golf Club owner may, in its sole and absolute discretion, change the location, configuration, size, and elevation of the tees, bunkers, fairways, and greens from time to time. Any additions or changes to the Golf Club may diminish or obstruct any view from the Units and any express or implied easements for view purposes or for the passage of light and air are hereby expressly disclaimed. Any addition or change to the Golf Club may not adversely affect drainage flow across Bentwater.

15.4. Rights of Access and Parking.

There is hereby established for the benefit of the Golf Club and its members (regardless of whether such members are Owners hereunder), guests, invitees, employees, agents, contractors, designees, and other permitted users, a right and nonexclusive easement of access and use over all roadways located within Bentwater reasonably necessary to travel between the entrance to Bentwater and the Golf Club and over those portions of Bentwater (whether Common Area or otherwise) reasonably necessary to the operation, maintenance, repair, and replacement of the Golf Club. Without limiting the generality of the foregoing, members and other permitted users of the Golf Club, including guests and invitees, shall have the right to park their vehicles on the roadways located within Bentwater at reasonable times before, during, and after tournaments and other similar functions held by or at the Golf Club to the extent that the Golf Club has insufficient parking to accommodate such vehicles.

Article XVI Limitations on Liability

16.1. Builder Performance.

Neither Declarant, nor any "Affiliate" of Declarant, as hereinafter defined, are a co-venturer, partner, agent, employer, stockholder or affiliate of any kind of or with any Builder, nor is any Builder an agent of Declarant or an Affiliate of Declarant. Therefore, Declarant and Affiliates of Declarant shall not be responsible for, or guarantors of, performance by any Builder of all or any of its obligations to any Owner pursuant to any contracts for the sale of a Unit or the construction of a structure on a Unit or otherwise. Neither Declarant nor any Affiliates of Declarant has made, or have made, any warranty or representation with respect to performance by any Builder under any contract or otherwise.

Each Owner acknowledges and agrees that neither Declarant nor any Affiliate of Declarant share any liability or obligation to Owner, related to or arising out of any contract with a Builder or otherwise, by reason of any failure by a Builder fully and adequately to perform its obligations to Owner. Each Owner further acknowledges and agrees that he or she has not, in entering into any contract with a Builder, relied upon any representations, oral or written, of Declarant or any Affiliate of Declarant or any salesperson.

"Affiliate," for purposes of this Article means a partner, director, subsidiary, shareholder, officer, employee, agent, co-venturer, executor, personal representative, trustee, attorney, or a person or entity which (either directly or indirectly through one or more intermediaries) controls, is in common control with, or is controlled by, another person or entity, and any person or entity that is a director, trustee, officer, employee, agent, partner, shareholder, subsidiary, or attorney of any of the foregoing. For the purposes of this definition, the term "control" means (a) legal or beneficial ownership of 10% or more of the voting interests of an entity, or (b) the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise.

16.2. Excavation.

All Owners are hereby placed on notice that Declarant, any Affiliate of Declarant, and/or its agents, contractors, subcontractors, licensees and other designees, successors, or assignees, may be, from time to time, conducting excavation, construction, and other activities within or in proximity to Bentwater. By the acceptance of a deed or other conveyance or Mortgage, leasehold, license, easement, or other interest, and by using any portion of Bentwater, each Owner automatically acknowledges, stipulates, and agrees (a) that none of the aforesaid activities shall be deemed nuisances or noxious or offensive activities, under any applicable covenants or at law generally, (b) not to enter upon, or allow their children or other Persons under their control or direction to enter upon (regardless of whether such entry is trespass or otherwise) any property within or in proximity to any portion of Bentwater where such activities are being conducted (even if not being actively conducted at the time of entry, such as at night or otherwise during non-working hours), (c) Declarant, any Affiliate of Declarant, and all of their agents, contractors, subcontractors, licensees, and other designees, successors, and assignees, shall not be liable but, rather, shall be held harmless, for any and all losses, damages (compensatory, consequential, punitive, or otherwise), injuries, or deaths arising from or relating to the aforesaid activities, and (d) any purchase or use of any portion of Bentwater has been and will be made with full knowledge of the foregoing.

16.3. Health, Safety, and Welfare.

No provision of the Declaration, the By-Laws, or the Articles of Incorporation shall be interpreted as a representation or duty of Declarant or the Association to provide for, protect or further the Owner's health, safety, and welfare.

16.4. Limitation of Liability - Use of Recreational Facilities.

The use and enjoyment of any swimming pool or other recreational facility involves risk of personal injury or damage to property. Each Owner acknowledges and understands, and covenants to inform its tenants and all occupants of its Unit, that the Association, its Board and committees, and Declarant are not insurers of personal safety and that all such Persons assume all risks of personal injury and loss or damage to property resulting from the use and enjoyment of any swimming pool or other recreational facility the Association operates or maintains. Each Owner agrees that neither the Association, the Board and any committees, nor Declarant or any Affiliate of Declarant shall be liable to any Person claiming any loss or damage, including, without limitation, indirect, special, or consequential loss or damage arising from personal injury, destruction of property, trespass, loss of enjoyment, or any other wrong or entitlement to remedy based upon, due to, arising from, or otherwise relating to the use of any swimming pool or other recreational facility, including, without limitation, any claim arising in whole or in part from the negligence of the Association, Declarant.

Declarant or the Association may, but shall not be obligated to, implement or maintain certain safety measures designed to decrease the chance of injury resulting from use of any recreational facility; provided, neither the Association nor Declarant shall in any way be considered insurers or guarantors of the safety of any Person using such facilities. In addition, neither the Association nor Declarant or any Affiliate of Declarant shall be held liable for any loss or damage by reason of failure to provide adequate safety measures or ineffectiveness of safety measures undertaken. No representation or warranty is made that any safety measures undertaken will be undertaken, or if undertaken, will be effective, nor that any such measures will in all cases prevent any personal injury or loss or damage to property that the measure is designed or intended to prevent.

16.5. Creeks and Streams.

A number of natural creeks and streams run over and through Units and Common Areas within Bentwater. Such creeks and streams are not intended or provided for recreational use. Each Owner and occupant of a Unit, and each user of the Common Area, is responsible for their own personal safety with respect to the use and enjoyment of such creeks and streams and all such Persons assume the risk of personal injury relating to such use. Neither the Association nor Declarant shall in any way be a guardian or insurer of safety with respect to the presence or use of such creeks and streams, nor shall either be held liable for personal injury, loss, or other damage to any Person relating to the presence of or use of such creeks and streams.

Article XVII Mortgagee Provisions

The following provisions are for the benefit of holders, insurers, and guarantors of first Mortgages on Units in Bentwater. The provisions of this Article apply to both this Declaration and to the By-Laws, notwithstanding any other provisions contained therein.

17.1. Notices of Action.

An institutional holder, insurer, or guarantor of a first Mortgage which provides a written request to the Association (such request to state the name and address of such holder, insurer, or guarantor and the street address of the Unit to which its Mortgage relates, thereby becoming an "Eligible Holder"), will be entitled to timely written notice of:

(a) any condemnation loss or any casualty loss which affects a material portion of Bentwater or which affects any Unit on which there is a first Mortgage held, insured, or guaranteed by such Eligible Holder;

(b) any delinquency in the payment of assessments or charges owed by a Unit subject to the Mortgage of such Eligible Holder, where such delinquency has continued for a period of 60 days, or any other violation of the Governing Documents relating to such Unit or the Owner or occupant of the Unit which is not cured within 60 days;

(c) any lapse, cancellation, or material modification of any insurance policy the Association maintains; or

(d) Any proposed action which would require the consent of a specified percentage of Eligible Holders.

17.2. No Priority.

No provision of this Declaration or the By-Laws gives or shall be construed as giving any Owner or other party priority over any rights of the first Mortgagee of any Unit in the case of distribution to such Owner of insurance proceeds or condemnation awards for losses to or a taking of the Common Area.

17.3. Notice to Association.

Upon request, each Owner shall be obligated to furnish to the Association the name and address of the holder of any Mortgage encumbering such Owner's Unit.

17.4. Failure of Mortgagee to Respond.

Any Mortgagee who receives a written request from the Board to respond to or consent to any action shall be deemed to have approved such action if the Association does not receive a written response from the Mortgagee within 30 days of the date of the Association's request, provided such request is delivered to the Mortgagee by certified or registered mail, return receipt requested.

17.5. HUD/VA Approval.

As long as there is a Class "B" membership, the following actions shall require the prior approval of the U.S. Department of Housing and Urban Development or the U.S. Department of Veterans Affairs, if either such agency is insuring or guaranteeing the Mortgage on any Unit: merger, consolidation, or dissolution of the Association; annexation of additional property other than that described in Exhibit "B"; dedication, conveyance, or mortgaging of Common Area; or material amendment of this Declaration or the By-Laws. The granting of easements for utilities or other similar purposes consistent with the intended use of the Common Area shall not be deemed a conveyance within the meaning of this Section.
PART SEVEN: CHANGES IN THE COMMUNITY

Communities such as Bentwater are dynamic and constantly evolving as circumstances, technology, needs and desires, and laws change, as the residents age and change over time, and as the surrounding community changes. Bentwater and its Governing Documents must be able to adapt to these changes while protecting the things that make Bentwater unique.

Article XVIII Changes in Ownership of Units

Any Owner desiring to sell or otherwise transfer title to his or her Unit shall give the Board at least seven days' prior written notice of the name and address of the purchaser or transferee, the date of such transfer of title, and such other information as the Board may reasonably require. The transferor shall continue to be jointly and severally responsible with the transferee for all obligations of the Owner of the Unit, including assessment obligations, until the date upon which such notice is received by the Board, notwithstanding the transfer of title.

Article XIX Changes in Common Area

19.1. Condemnation.

If any part of the Common Area shall be taken (or conveyed in lieu of and under threat of condemnation by the Board acting on the written direction of Voting Members representing at least 67% of the total Class "A" votes in the Association and of Declarant, as long as Declarant owns any property subject to the Declaration or which may be made subject to the Declaration in accordance with Section 9.1) by any authority having the power of condemnation or eminent domain, each Owner shall be entitled to written notice of such taking or conveyance prior to disbursement of any condemnation award or proceeds from such conveyance. Such award or proceeds shall be payable to the Association to be disbursed as follows:

If the taking or conveyance involves a portion of the Common Area on which improvements have been constructed, the Association shall restore or replace such improvements on the remaining land included in the Common Area to the extent available, unless within 60 days after such taking Declarant, so long as Declarant owns any property subject to the Declaration or which may be made subject to the Declaration in accordance with Section 9.1, and Voting Members representing at least 75% of the total Class "A" vote of the Association shall otherwise agree. Any such construction shall be in accordance with plans approved by the Board. The provisions of Section 7.3(c) regarding funds for restoring improvements shall apply.

If the taking or conveyance does not involve any improvements on the Common Area, or if a decision is made not to repair or restore, or if net funds remain after any such restoration or replacement is complete, then such award or net funds shall be disbursed to the Association and used for such purposes as the Board shall determine.

19.2. Partition.

Except as permitted in this Declaration, the Common Area shall remain undivided, and no Person shall bring any action partition of any portion of the Common Area without the written consent of all Owners and Mortgagees. This Section shall not prohibit the Board from acquiring and disposing of tangible personal property nor from acquiring and disposing of real property which may or may not be subject to this Declaration.

19.3. Transfer or Dedication of Common Area.

The Association may dedicate portions of the Common Area to Paulding County, the State of Georgia, or to any other local, state, or federal governmental or quasi-governmental entity, subject to such approval as may be required by Sections 17.5 and

19.4.
19.4. Actions Requiring Owner Approval.

If either the U.S. Department of Housing and Urban Development or the U.S. Department of Veterans Affairs insures or guarantees the Mortgage on any Unit, then the following actions shall require the prior approval of Voting Members representing not less than two-thirds (2/3) of the total Class "A" votes in the Association and the consent of the Class "B" Member, if such exists: merger, consolidation, or dissolution of the Association; annexation of additional property other than that described in Exhibit "B;" and dedication, conveyance, or mortgaging of Common Area. Notwithstanding anything to the contrary in Section 19.1 or this Section, the Association may grant easements over the Common Area for installation and maintenance of utilities and drainage facilities and for other purposes not inconsistent with the intended use of the Common Area, without the approval of the membership.

Article XX Amendment of Declaration

20.1. By Declarant.

In addition to specific amendment rights granted elsewhere in this Declaration, until termination of the Class "B" Control Period, Declarant unilaterally may amend this Declaration for any purpose. Thereafter, Declarant may unilaterally amend this Declaration if such amendment is necessary (a) to bring any provision into compliance with any applicable governmental statute, rule, regulation, or judicial determination; (b) to enable any reputable title insurance company to issue title insurance coverage on the Units; (c) to enable any institutional or governmental lender, purchaser, insurer, or guarantor of mortgage loans, including, for example, the Federal National Mortgage Association or Federal Home Loan Mortgage Corporation, to make, purchase, insure, or guarantee mortgage loans on the Units; or (d) to satisfy the requirements of any local, state, or federal governmental agency. However, any such amendment shall not adversely affect the title to any Unit unless the Owner shall consent in writing.

In addition, after termination of the Class "B" Control Period, so long as Declarant owns property described in Exhibits "A" and "B" for development as part of Bentwater, Declarant may unilaterally amend this Declaration for any other purpose, provided the amendment has no materially adverse effect upon the rights of more than five percent of the Owners.

20.2. By Members.

Except as otherwise specifically provided above and elsewhere in this Declaration, this Declaration may be amended only by the affirmative vote or written consent, or any combination thereof, of Voting Members representing 75% of the total Class "A" votes in the Association, including 75% of the Class "A" votes held by Members other than Declarant, and Declarant's consent, so long Declarant owns any property subject to this Declaration or which may become subject to this Declaration in accordance with Section 9.1. In addition, the approval requirements set forth in Article XVII shall be met, if applicable.

Notwithstanding the above, the percentage of votes necessary to amend a specific clause shall not be less than the prescribed percentage of affirmative votes required for action to be taken under that clause.

20.3. Validity and Effective Date.

No amendment may remove, revoke, or modify any right or privilege of Declarant or the Class "B" Member without written consent of Declarant or the Class "B" Member, respectively (or the assignee of such right or privilege).

If an Owner consents to any amendment to this Declaration or the By-Laws, it will be conclusively presumed that such Owner has the authority to consent, and no contrary provision in any Mortgage or contract between the Owner and a third party will affect the validity of such amendment.

Any amendment shall become effective upon Recording, unless a later effective date is specified in the amendment. Any procedural challenge to an amendment must be made within six months of its Recordation or such amendment shall be presumed to have been validly adopted. In no event shall a change of conditions or circumstances operate to amend any provisions of this Declaration.

20.4. Exhibits.

Exhibits "A" and "B" attached to this Declaration are incorporated by this reference and amendment of such exhibits shall be governed by this Article. Exhibit "C" is incorporated by reference and may be amended pursuant to Section 20.1 and 20.2 or as provided in Article III. Exhibit "D" is attached for informational purposes and may be amended as provided therein.





[SIGNATURES SET FORTH ON FOLLOWING PAGE]

IN WITNESS WHEREOF, the undersigned Declarant has executed this Declaration the date and year first written above.

DECLARANT: TEMCO ASSOCIATES, a joint venture comprised of Cousins Real Estate Corporation and Temple-Inland Realty, Inc.

By: Cousins Real Estate Corporation, a Georgia corporation

By: ______________________________
Name: Bruce E. Smith
Its: President, Residential Division

Attest: ______________________________
Name: ______________________________
Its: ______________________________



Signed, sealed and delivered this _____ day
of _________________________, 19_____,
in the presence of:

_____________________________________
WITNESS

_____________________________________
NOTARY PUBLIC


4916/CADocs/CCRS-Bentwater/DAH 102699


EXHIBIT "A"

Land Initially Submitted

Neighborhood 1:

ALL OF THOSE CERTAIN TRACTS OR PARCELS OF LAND, lying and being in Land Lots 244, 260, 261, 262, 316, and 317 of the 3rd District, 3rd Section of Paulding County, Georgia, containing a total of approximately 35.06 acres plus or minus, including Lots A1-A2 (inclusive), A39-A57 (inclusive), A65, and A111-A153 (inclusive), as more particularly described in that certain Final Plat of Bentwater Subdivision, Unit A - Phase 1, prepared by Gaskins Surveying Co., dated November 15, 1999, and recorded on November 16, 1999 in Plat Book 32, Page 167 with the Office of the Clerk of Superior Court of Paulding County, Georgia.

Neighborhood 2:

ALL OF THOSE CERTAIN TRACTS OR PARCELS OF LAND, lying and being in Land Lots 244, 245, 260, and 261, of the 3rd District, 3rd Section of Paulding County, Georgia, containing a total of approximately 39.49 acres plus or minus, including Lots D1-D5 (inclusive), Lots D7-D20 (inclusive), and D22-D73 (inclusive), as more particularly described in that certain Final Plat of Bentwater Subdivision, Unit D, prepared by Gaskins Surveying Co., dated November 15, 1999, and recorded on November 16, 1999 in Plat Book 32, Page 168 with the Office of the Clerk of Superior Court of Paulding County, Georgia.

Neighborhood 3:

ALL OF THOSE CERTAIN TRACTS OR PARCELS OF LAND, lying and being in Land Lots 260, 316, and 317 of the 3rd District, 3rd Section of Paulding County, Georgia, containing a total of approximately 53.82 acres plus or minus, including Lots E1-E83 (inclusive), as more particularly described in that certain Final Plat of Bentwater Subdivision, Unit E, prepared by Gaskins Surveying Co., dated November 15, 1999, and recorded on November 16, 1999 in Plat Book 32, Page 169 with the Office of the Clerk of Superior Court of Paulding County, Georgia.

Neighborhood 4:

ALL OF THOSE CERTAIN TRACTS OR PARCELS OF LAND, lying and being in Land Lots 260, 317, 318, and 319 of the 3rd District, 3rd Section of Paulding County, Georgia, containing a total of approximately 38.97 acres plus or minu,s including Lots F1-F58 (inclusive), as more particularly described in that certain Final Plat of Bentwater Subdivision, Unit F, prepared by Gaskins Surveying Co., dated November 15, 1999, and recorded on November 16, 1999 in Plat Book 32, Page 166 with the Office of the Clerk of Superior Court of Paulding County, Georgia.

Neighborhood 5:

ALL OF THOSE CERTAIN TRACTS OR PARCELS OF LAND, lying and being in Land Lots 319, 320, and 330 of the 3rd District, 3rd Section of Paulding County, Georgia, containing a total of approximately 12.39 acres plus or minus, including Lots J1-J30 (inclusive), as more particularly described in that certain Final Plat of Bentwater Subdivision, Unit J, prepared by Gaskins Surveying Co., dated November 15, 1999, and recorded on November 16, 1999 in Plat Book 32, Page 165 with the Office of the Clerk of Superior Court of Paulding County, Georgia.


EXHIBIT "B"

Land Subject to Annexation

Any and all real property lying and being within a five-mile radius of the boundaries of any of the land described in Exhibit "A."

EXHIBIT "C"

Initial Restrictions and Rules

The purpose of Architectural Guidelines and Restrictions and Rules is not to anticipate all acceptable or unacceptable behavior in advance and eliminate all improvements or activities which fall outside of "the norm." In fact, it is expressly intended that the Reviewer under Article IV, and the Board, as appropriate, have discretion to approve or disapprove items, or to enforce or not enforce technical violations of the Governing Documents, based upon aesthetic or other considerations consistent with the established guidelines. As such, while something may be approved or permitted for one Unit under one set of circumstances, the same thing may be disapproved for another Unit under a different set of circumstances. The exercise of discretion in approving or enforcement shall not be construed as a waiver of approval or enforcement rights, nor shall it estop the Board from taking enforcement action in any appropriate circumstances.

Subject to the above, the following restrictions shall apply to all of Bentwater until such time as they are amended, modified, repealed, or limited pursuant to Article III of the Declaration.

1. General. Bentwater shall be used only for residential, recreational, and related purposes (which may include, without limitation, an information center and/or a sales office for any real estate broker Declarant retains to assist in the sale of property described in Exhibits "A" or "B," offices for any property manager the Association retains, or business offices for Declarant or the Association) consistent with this Declaration and any Supplemental Declaration.

2. Restricted Activities. The following activities are prohibited within Bentwater unless the Board expressly authorizes them, and, if authorized, shall be subject to such conditions as the Board may impose:

(a) parking any vehicles on public or private streets or thoroughfares, or parking commercial vehicles or equipment, mobile homes, recreational vehicles, golf carts, boats and other watercraft, trailers, and stored or inoperable vehicles in places other than enclosed garages; provided, construction, service, and delivery vehicles shall be exempt from this provision during daylight hours for such period of time as is reasonably necessary to provide service or to make a delivery to a Unit or the Common Area;

(b) raising, breeding, or keeping animals, livestock, or poultry of any kind, except that the Board shall permit a reasonable number of dogs, cats, or other usual and common household pets in a Unit. Upon the Board's request, an Owner shall remove those pets which such Owner permits to roam free, which make an objectionable amount of noise, or which, in the Board's sole discretion, endanger the health or safety of, or constitute a nuisance or inconvenience to, the occupants of other Units. If the pet owner fails to honor such request, the Board may remove the pet without notice to the pet's owner. Dogs shall be kept on a leash or otherwise confined in a manner the Board requires whenever outside the dwelling. Pets shall be registered, licensed, and inoculated as required by law;

(c) activities which emit foul or obnoxious odors outside the Unit or create noise or other conditions which tend to disturb the peace or threaten the safety of the occupants of other Units;

(d) activities which violate local, state, or federal laws or regulations; provided, the Board shall be under no obligation to take enforcement action in the event of a violation;

(e) pursuit of hobbies or other activities which tend to cause an unclean, unhealthy, or untidy condition outside of enclosed structures on the Unit;

(f) noxious or offensive activities which in the Board's judgment tend to cause embarrassment, discomfort, annoyance, or nuisance to others;

(g) outside burning of trash, leaves, debris, or other materials, except during the normal course of constructing a dwelling on a Unit;

(h) use or discharge of any radio, loudspeaker, horn, whistle, bell, or other sound device so as to be an unreasonable annoyance to others, as determined in the Board's discretion, except alarm devices used exclusively for security purposes;

(i) use and discharge of firecrackers and other fireworks;

(j) dumping grass clippings, leaves or other debris, petroleum products, fertilizers, or other potentially hazardous or toxic substances in any drainage ditch, stream, pond, or lake, or elsewhere within Bentwater, except that fertilizers may be applied to landscaping on Units, provided care is taken to minimize runoff, and Declarant and Builders may dump and bury rocks removed from a building site on such building site;

(k) accumulation of rubbish, trash, or garbage except between regular garbage pick-ups, and then only in approved containers; such containers shall be screened from view from outside the Unit, except during regular pick-up periods;

(l) obstruction or rechanneling drainage flows after location and installation of drainage swales, storm sewers, or storm drains, except that Declarant and the Association shall have such right; provided, the exercise of such right shall not materially diminish the value of or unreasonably interfere with the use of any Unit without the Owner's consent;

(m) subdivision of a Unit into two or more Units, or changing the boundary lines of any Unit after a subdivision plat including such Unit has been approved and Recorded, except that Declarant shall be permitted to subdivide or replat Units it owns;

(n) swimming, boating, use of personal flotation devices, or other active use of lakes, ponds, streams, or other bodies of water within Bentwater, except that fishing from the shore with appropriate licenses is permitted. Declarant, its successors and assigns, shall be permitted and shall have the exclusive right and easement to retrieve golf balls from bodies of water within the Common Areas and to draw water from lakes, ponds, and streams within Bentwater for purposes of irrigation and such other purposes as Declarant shall deem desirable. The Association shall not be responsible for any loss, damage, or injury to any person or property arising out of the authorized or unauthorized use of rivers, lakes, ponds, streams, or other bodies of water within or adjacent to Bentwater;

(o) use of any Unit for operation of a timesharing, fraction-sharing, or similar program whereby the right to exclusive use of the Unit rotates among participants in the program on a fixed or floating time schedule over a period of years, except that Declarant and its assigns may operate such a program;

(p) discharge of firearms; provided, the Board shall be under no obligation to take action to prevent or stop such discharge;

(q) on-site storage of gasoline, heating, or other fuels, except that a reasonable amount of fuel may be stored on each Unit for emergency purposes and operation of lawn mowers and similar tools or equipment, and the Association shall be permitted to store fuel for operation of maintenance vehicles, generators, and similar equipment. This provision shall not apply to any underground fuel tank authorized pursuant to Article IV;

(r) any business, trade, or similar activity, except that an Owner or occupant residing in a Unit may conduct business activities within the Unit so long as: (i) the existence or operation of the business activity is not apparent or detectable by sight, sound, or smell from outside the Unit; (ii) the business activity conforms to all zoning requirements for Bentwater; (iii) the business activity does not involve door-to-door solicitation of residents of Bentwater; (iv) the business activity does not, in the Board's judgment, generate a level of vehicular or pedestrian traffic or a number of vehicles being parked in Bentwater which is noticeably greater than that which is typical of Units in which no business activity is being conducted; and (v) the business activity is consistent with the residential character of Bentwater and does not constitute a nuisance, a hazardous or offensive use, or a threat to the security or safety of others, as the Board determines in its sole discretion.

The foregoing limitations shall not preclude occasional garage sales, moving sales, rummage sales, or similar activities, provided that such activities may not be held on any one Unit more than once in any three-month period and, when held, may not exceed three consecutive days in duration.

The terms "business" and "trade," as used in this provision, shall be construed to have their ordinary, generally accepted meanings and shall include, without limitation, any occupation, work, or activity undertaken on an ongoing basis which involves the provision of goods or services to persons other than the provider's family and for which the provider receives a fee, compensation, or other form of consideration, regardless of whether: (i) such activity is engaged in full or part-time, (ii) such activity is intended to or does generate a profit, or (iii) a license is required.

Leasing a Unit shall not be considered a business or trade within the meaning of this subsection. This subsection shall not apply to any activity that Declarant or a Builder approved by Declarant conducts with respect to the development and sale of Bentwater or its use of any Units they own within Bentwater;

(s) capturing, trapping, or killing wildlife within Bentwater, except in circumstances posing an imminent threat to the safety of persons using Bentwater;

(t) activities which materially disturb or destroy the vegetation, wildlife, wetlands, or air quality within Bentwater or which use excessive amounts of water or which result in unreasonable levels of sound or light pollution;

(u) conversion of any carport or garage to finished space for use as an apartment, an integral part of the Unit's living area, or for purposes other than parking vehicles and ancillary storage, without prior approval pursuant to Article IV. Garage doors shall be kept closed at all times except when entering, exiting, or otherwise actively using the garage;

(v) operation of motorized vehicles on pathways or trails the Association maintains, except that golf carts may be operated on cart paths intended for such purposes; and

(w) any construction, erection, placement, or modification of any thing, permanently or temporarily, on the outside portions of the Unit, whether such portion is improved or unimproved, except in strict compliance with the Architectural Guidelines and with approval pursuant to Article IV of the Declaration. This shall include, without limitation, signs, basketball hoops, swing sets, and similar sports and play equipment; clotheslines; garbage cans; woodpiles; above-ground swimming pools; docks, piers, and similar structures; and hedges, walls, dog runs, animal pens, or fences of any kind.

3. Prohibited Conditions. The following shall be prohibited at Bentwater:

(a) plants, animals, devices, or other things of any sort whose activities or existence in any way is noxious, dangerous, unsightly, unpleasant, or of a nature as may materially diminish or destroy the enjoyment of Bentwater;

(b) structures, equipment, or other items on the exterior portions of a Unit which have become rusty, dilapidated, or otherwise fallen into disrepair;

(c) sprinkler or irrigation systems or wells of any type which draw upon water from lakes, creeks, streams, rivers, ponds, wetlands, canals, or other ground or surface waters within Bentwater, except that Declarant and the Association shall have the right to draw water from such sources; and

(d) satellite dishes, antennas, and similar devices for the transmission of television, radio, satellite, or other signals of any kind, except that Declarant and the Association shall have the right, without obligation, to erect or install and maintain any such apparatus for the benefit of all or a portion of Bentwater; and (i) antennas or satellite dishes designed to receive direct broadcast satellite service which are one meter or less in diameter; (ii) antennas or satellite dishes designed to receive video programming services via multi-point distribution services which are one meter or less in diameter or diagonal measurement; or (iii) antennas or satellite dishes designed to receive television broadcast signals ((i), (ii), and (iii), collectively, "Permitted Devices") shall be permitted, provided that any such Permitted Device is placed in the least conspicuous location on the Unit at which an acceptable quality signal can be received and is screened from view in a manner consistent with the Community-Wide Standard and the Architectural Guidelines.

4. Leasing of Units. "Leasing," for purposes of this Paragraph, is defined as regular, exclusive occupancy of a Unit by any person other than the Owner, for which the Owner receives any consideration or benefit, including, but not limited to, a fee, service, gratuity, or emolument. All leases shall be in writing. The Board may require a minimum lease term, which requirements may vary from Neighborhood to Neighborhood. The Owner shall give the Board notice of any lease, together with such additional information as may the Board may require, within 10 days of execution of the lease. The Owner must make available to the lessee copies of the Governing Documents.
EXHIBIT "D"

By-Laws of Bentwater Homeowners Association, Inc.
Prepared by and, upon recording, please return to:
David A. Herrigel, Esq.
HYATT & STUBBLEFIELD, P.C.
225 Peachtree Street, N.E.
1200 Peachtree Center South Tower
Atlanta, Georgia 30303