DECLARATIONS OF COVENANTS AND RESTRICTIONS

FOR BAILIWYCK COMMUNITY, YORK COUNTY, SOUTH CAROLINA

AND

PROVISIONS OF BAILIWYCK COMMUNITY HOMEOWNER'S ASSOCIATION, INC.

This DECLARATION made this 20th day of February, 1987 by Pleasant Road Development Group, Inc., a South Carolina Corporation, with its principal place of business at Fort Mill, South Carolina, hereinafter called Company.

WITNESSETH:

WHEREAS, Company is the owner of the real property described in Article II of this declaration and desires to create thereon a planned community known as Bailiwyck Community with permanent parks, playground area, open spaces, lakes, roadways, trails, common parks and other Common Properties for the benefit of the said community; and

WHEREAS, Company desires to provide for the preservation of the values and amenities of said community and for the maintenance of said parks, playgrounds, open spaces, lakes, roadways, trails, common parks, and other Common Properties; and, to this end, desires to subject the real property described in Article II, together with such additions as may hereafter be made, as provided in Article II, to the covenants, restrictions, easements, affirmative obligations, charges and liens, hereinafter set forth, each and all of which is and hereby declared to be for the benefit of said property and each and every owner of any and all parts thereof; and

WHEREAS, Company has deemed it desirable, for the efficient preservation of the values and amenities in said community, to create an agency to which should be delegated and assigned the power and authority of maintaining and administering the Common Properties and Services and administering and enforcing the covenants and restrictions governing the same and collecting and disbursing all assessments and charges necessary for such maintenance, administration and enforcement, as hereinafter created; and

WHEREAS, Company has caused to be incorporated under the laws of the State of South Carolina, as a non-profit corporation, BAILIWYCK COMMUNITY HOMEOWNER'S ASSOCIATION, INC., for the purpose of exercising the functions aforesaid, and which are hereinafter more fully set forth.

WHEREAS, Bailiwyck shall consist of fee simple lots with conventional housing along with single unit as well as multi unit condominiums, and the owner of each lot or condominium shall be a member of Bailiwyck Community Homeowner's Association, Inc.

ARTICLE I

DEFINITIONS:

Section 1. The following words and terms, when used in this Declaration, or any Supplemental Declaration (unless the context clearly shall indicate otherwise) shall have the following meanings:

(a) "Association" shall mean and refer to the Bailiwyck Community Homeowners Association, Inc., a South Carolina non-profit corporation.

(b) The "Properties" shall mean and refer to the Existing Property described in Article II hereof, and additions thereto, as are subjected to this Declaration or any Supplemental Declaration under the provisions of Article II hereof.

(c) "Common Properties" shall mean and refer to those areas of land with any improvements thereon which are deeded to the Association and designated in said deed as "Common Properties". The term "Common Properties" shall also include any personal property acquired by the Association if said property is designated as "Common Property". All Common Properties are to be devoted to and intended for the common use and enjoyment of the owners, subject to the fee schedules and operating rules adopted by the Association. Common Properties shall include but not be limited to Club House facilities, tennis courts (2) and swimming pool.

(d) "Lot" shall mean and refer to any improved or unimproved parcel of land intended for the construction of a detached single family dwelling shown upon any recorded final subdivision map of any part of the Properties with the exception of Common Properties as heretofore defined.

(e) "Type 'A' Family Unit" shall mean and refer to any portion of any building subject to individual ownership separate from remaining portions of such building where such ownership extends vertically from the ground floor through the top floor of such building. "Type 'A' Family Unit" shall include but shall not be limited to single unit condominiums.

(f) "Type 'B' Family Unit" shall mean and refer to any portion of any building subject to individual ownership separate from remaining portions of such buildings where such ownership does not extend vertically from the ground floor through the top floor of such building. "Type 'B' Family Unit" shall include, but shall not be limited to family units within a multi-story building which constitutes or composes a part of a horizontal property regime.

(g) "Owner" shall mean and refer to the record owner, whether one or more persons, firms, associations, corporations, or other legal entities, of the fee simple title to any Lot, Type 'A' Family Unit or Type 'B' Family Unit situated upon the Properties but, notwithstanding any applicable theory of a mortgage, shall not mean or refer to the mortgagee, its successors or assigns, unless and until such mortgagee has acquired title pursuant to foreclosure or a proceeding in lieu of foreclosure; nor shall the term "Owner" mean or refer to any lessee or tenant of an owner.

(h) "Member" shall mean and refer to all those owners who are members of the Association as provided in Section 1 of Article III hereof.

(i) "Company" shall mean the Pleasant Road Development Group, Inc. and its successors and assigns.

(j) "Board of Directors" shall mean and refer to that body of individuals elected by the membership to serve as the governing body of the Association.

(k) "Officers" shall mean and refer to those individuals who are elected by the Board of Directors to serve in certain capacities in performing certain duties and functions for the Association's operation.

ARTICLE II

Section 1. Existing Property. The real property which is, and shall be held, transferred, sold, conveyed, leased and occupied, subject to these covenants, is located on Pleasant Road, Fort Mill, York County, South Carolina, and is more particularly described in Exhibit A hereto attached and by reference incorporated herein. All of the real property hereinabove described shall hereinafter be referred to as "Existing Property". The Company intends to develop the Existing Property in accordance with its Master Plan dated February 20, 1987. However, the Company reserves the right to review and modify the Master Plan from time to time based on its continuing research and design program, and to add property to the existing property described in Exhibit A.

Unless otherwise stated therein, the Master Plan shall not bind the Company, its successors and assigns to adhere to the Master Plan in the development of the land shown thereon. Subject to its right to modify the Master Plan as stated herein, the Company will convey the Common Properties shown on the Master Plan to the Association as provided in Article IV, Section 2. It also shall be understood that the Company shall be free to develop such portions or sections of the lands depicted in the Master Plan, as, in the reasonable exercise of its discretion, without regard to the relative location of such portions or sections within the overall plan; that it shall not be required to follow any predetermined sequence or order of improvements and development; and that it may bring within the plan of these covenants additional lands, and develop the same before completing the development of the existing property.

Section 2. Additions to Existing Property. Additional lands may become subject to this Declaration in the following manner:

(a) Additions. The Company, its successors and assigns, shall have the right, without further consent of the Association, to bring within the plan and operation of this Declaration, additional properties in future stages of the development.

The additions authorized under this and the succeeding subsection, shall be made by filing of record of Supplementary Declaration of Covenants and Restrictions with respect to the additional property which shall extend the operation and effect of the Covenants and restrictions of the Declaration to such additional property.

The Supplementary Declaration may contain such complementary additions and modifications of the covenants and restrictions contained in this Declaration as may be necessary or convenient, in the judgment of the Company to reflect the different character, if any, of the added properties and as are not inconsistent with the Plan of this Declaration.

(b) Other Additions. Upon approval in writing of the Association pursuant to three-fourths of the vote at a duly called meeting, the owner of any property other than the Company who desires to add it to the plan of these covenants and to subject it to the jurisdiction of the Association, may file or record a Supplementary Declaration of Covenants and Restrictions with respect to the additional property which shall extend the operation and effect of the covenants and shall extend the operation and effect of the covenants and restrictions of the Declaration of such additional property.

The Supplementary Declaration may contain such complementary additions and modifications of the covenants and restrictions contained in this Declaration as may be necessary or convenient, in the judgment of the Company, to reflect the different character, if any, of the added properties and as are not inconsistent with the Plan of this Declaration.

(c) Mergers. Upon a merger or consolidation of the Association with another association as provided for in the By-Laws of the Association, its properties, rights and obligations may, by operation of law, be transferred to another surviving or consolidated association, or, in the alternative, the properties, rights and obligations of another association may, by operation of law, be added to the properties of the Association as a surviving corporation pursuant to a merger. The surviving or consolidated association may administer the covenants and restrictions established by this Declaration within the Existing Property, together with the covenants and restrictions established upon any other properties as one plan. No such merger or consolidation, however, shall effect any revocation, change of or addition to the Covenants established by this Declaration within the Existing Property as herein provided.

ARTICLE III

MEMBERSHIP AND VOTING RIGHTS IN THE ASSOCIATION:

Section 1. Membership. The Company and every person or entity who is a record owner of a fee simple or undivided fee simple interest in any Lot, Type 'A' Family Unit or Type 'B' Family Unit which is subject by the Covenants to assessment by the Association shall be a member of the Association, provided that any such person or entity who holds such title or interest merely as a security for the performance of an obligation shall not be a member of the Association.

Section 2. Voting Rights. The Association shall have two (2) classes of voting membership:

CLASS "A" Class A Members shall be all those owners as defined in Section One (1) of this Article III with the exception of the Company. Class A Members shall be entitled to the following votes for each Lot, Type 'A' Family Unit and Type 'B' Family Unit in which they hold the interest required for membership by Section One (1):

(a) Lot - One (1) vote

(b) Type 'A' Family Unit - One (1) vote

(c) Type 'B' Family Unit - One (1) vote

When more than one person holds such interest or interests in any Lot, Type 'A' Family Unit or Type 'B' Family Unit, all such persons shall be members, and the vote(s) for such Lot, Type 'A' Family Unit or type 'B' Family Unit shall be exercised as they among themselves determine. When one or more co-owners sign a proxy or purports to vote for his or her co-owners, such vote shall be counted unless one or more of the other co-owners is present and object to such vote, or if not present, submits a proxy or object in writing delivered to the Secretary of the Association before the vote is counted, If co-owners disagree as to the vote, the vote shall be split equally among the co-owners.

CLASS "B" The Class B Member shall be the Company. The Class B Member shall be entitled to one vote plus one vote for each vote held by a Class A Member. One vote of the Class A Membership shall be equivalent to one vote of the Class B Membership. The total vote of the Association shall consist of the sum of the votes of Class A Members and of the votes of Class B Members.

ARTICLE IV

PROPERTY RIGHTS IN THE COMMON PROPERTIES:

Section 1. Member's Easements of Enjoyment. Subject to the provisions of these covenants and the rules and regulations of the Association, every member and every tenant shall have a right and easement of enjoyment in and to the Common Properties and such easement shall be appurtenant to and shall pass with the title of every Lot, Type 'A' Family unit or Type 'B' Family Unit.

Section 2. Tenant's Easements of Enjoyment. Every tenant of the Company or of any successor or assign of the Company which offers apartment space for rent on the Properties shall have the privilege use and enjoy the Common Properties. In consideration of such, successor or assign shall pay to the Association its reasonable assessment therefore.

Such tenants shall have the irrevocable right and easement to use the roads within Bailiwyck Community subject to the rules and regulations of the Association.

The privilege granted above to use and enjoy a Common Property (but not the right and easement to use the roads in the Community) may be denied to or withdrawn from such tenants by the three-fourths (3/4) vote at a meeting of the Association called for the purpose of voting on such denial or withdrawal.

Section 3. Suspension of Privileges. Suspension of a member or tenant's privileges shall be within the sole discretion of the Board of Directors of the Association, when a tenant or member shall fails to pay, within the time prescribed by Article V, Section 8, any and all assessments then due. Should a tenant or member fail to pay within the time prescribed, and the Board suspends privileges as outlined above, the Board shall notify the tenant or member of such suspension by certified mail, return receipt requested.

Reinstatement of said privileges may only occur upon full payment of the delinquent assessment.

Suspension of privileges shall in no way effect or diminish the Association's right to collect the sums due through an action at law, as outlined in Article V, Section 9, hereunder.

Section 4. Title to Common Properties. The Company may retain the legal title to the Common Properties until such time as it has completed improvements thereon and until such time as, in the opinion of the Company, the Association is able to maintain the same, but notwithstanding any provisions herein, the Company hereby covenants, for itself, its successors and assigns that it shall convey the Common Properties to the Association within one hundred and eighty (180) days of the time they are completed, if in the opinion of the Company the Association is able to maintain the same. Said Common Properties may be conveyed subject to all restrictive covenants of record.

Section 5. Extent of Member's Easements. The rights and easements of enjoyment created hereby shall be subject to the following:

(a) The right of the Company and of the Association, in accordance with its By-Laws, to borrow money for the purpose of improving the Common Properties and aid thereof to mortgage said properties.

(b) The right of the Association to take such steps as are reasonably necessary to protect the above described properties against foreclosures; and

(c) The right of the Association, as provided in its By-Laws, to suspend the enjoyment of rights of any member or any tenant of any member for any period during which any assessment remains unpaid, and for infraction of its published rules and regulations, non-payment or any assessment or a breach of the rules and regulations of the Association shall not constitute a waiver or discharge of the Member's obligation to pay the assessment; and

(d) The right of the Association to charge reasonable admission and other fees for the use of the Common Properties and/or facilities therein, and

(e) The right of the Company to dedicate or transfer to any public or private utility, utility easements on any part of the Common Properties; and

(f) The right of the Association to give or sell all or any part of the Common Properties including leasehold interest to any public agency, authority, or utility or private concern for such purposes and subject to such conditions as may be agreed to by the Members, provided that no such gift or sale or determination as to the purposes or as to the condition thereof shall be effective unless such dedications, transfer and determination as to purpose and conditions shall be authorized by the vote of three-fourths (3/4) of the vote at a duly called meeting and unless written notice of the proposed agreement and action thereunder is sent to every Member at least thirty (30) days in advance of any action taken. A true copy of such resolution together with a certificate of the result of the vote taken thereon shall be made and acknowledged by the President or Vice-President and Secretary or Assistant Secretary of the Association and such certificate shall be annexed to any instrument of dedication or transfer affecting the Common Properties, prior to the recording thereof. Such certificate shall be conclusive evidence of authorization by the membership.

ARTICLE V

COVENANTS FOR MAINTENANCE ASSESSMENTS:

Section 1. Creation of the Lien and Personal of Obligation of Assessments. The Company for each rented unit owned by it within the Properties hereby covenants and each Owner of any Lot, Type 'A' Family Unit or Type 'B' Family Unit shall by acceptance of a deed therefore, whether or not it shall be so expressed in any such deed or other conveyance, be deemed to covenant and agree to all the terms and provisions of these covenants and to pay to the Association: (1) Annual assessments or charges; (2) Special Assessments for the purposes set forth in Section 4 of this Article, such assessments to be fixed, established and collected from time to time as hereinafter provided. The annual assessments (as contemplated by Section 3 hereunder), Special Assessments (contained in Section 4 hereunder) and Unmaintained Property Assessments (contained in Section 5 hereunder), together with such interest thereon and costs of collection therefore as hereinafter provided, shall be a charge and continuing lien on the property against which each such assessment is made. Each such assessment, together with such interest thereon and cost of collection thereof as hereinafter provided, shall also be the personal obligation of the person who was the owner of such property at the time when the assessment fell due. In the case of the co-ownership of a Lot, Type 'A' Family Unit or Type 'B' Famuly Unit all of such co-owners shall be jointly and severally liable for the entire amount of the assessment.

Section 2. Purpose of Assessments. The assessments levied by the Association shall be used exclusively for the improvement, maintenance, and operation of the Common Properties, including, but not limited to, the payment of taxes and insurance thereon and repair, replacement, and additions thereto, and for the cost of labor, equipment, materials, management and supervision thereof.

The Special Assessments shall be used for the purposes set forth in Section 4 of this Article. Likewise, the purpose of the Unmaintained Property Assessments shall be used for the purpose as set forth in Section 5 of this Article.

Section 3. Basis and Maximum Annual Assessments. Until the year beginning January 1, 1988, the annual assessments shall be not more than Thirty Nine and no/100 ($39.00) Dollars per month per Lot, Type 'A' Family Unit, and Type 'B' Family Unit. Thereafter, the annual assessments shall be not more than Fifty and no/100 ($50.00) Dollars per month per Lot, Type 'A' Family Unit or Type 'B' Family Unit unless a higher annual assessment is approved by three-fourths (3/4) of the vote at the annual meeting. The owner of one or more of the Type 'A' or Type 'B' Family Units who also own the lot upon which said one or more Type 'A' or Type 'B' Family Units are located shall pay one assessment for each Unit but shall not be assessed for the Lot upon which the Units are located. From and after January 1, 1989, the annual assessment may be increased each year by ten (10%) percent of the maximum authorized assessment for the preceding year unless three-fourths (3/4) of the vote at the annual meeting votes against said increase or votes to increase said annual assessment by a greater amount or to decrease the annual assessment.

The Board of Directors of the Association may, after consideration of current maintenance costs and future needs of the Association, fix the annual assessment for any year at a lesser amount, but such action shall not constitute a Waiver by the Association of its right to revert to the full assessment for the remaining year of years of the then current period fixed as provided in the preceding paragraph.

Section 4. Special Assessments for Improvements and Additions.

In addition to the annual assessments authorized by Section 3 hereof, the Association may levy special assessments, for the purpose of defraying, in whole or in part, the cost of any construction or reconstruction, unexpected repair or replacement of a described capital improvement upon the Common Properties, including the necessary fixtures and personal property related thereto or addition to the Common Properties, provided that any such assessment shall have the assent of three-fourths (3/4) of the vote at a duly called meeting, written notice of which shall be sent to all Members at least thirty (30) days in advance and shall set forth the purpose of the meeting.

Section 5. Unmaintained Property Assessments. In addition to the annual assessments authorized by Section 3 hereof, and Special Assessments authorized by Section 4 hereof, the Association, acting through its Board, may levy an assessment equal to the amount expended by the Board to clean or otherwise maintain property of the owner who allows their property to become unkept, unsightly or unclean as prohibited by Section 4.13 of the "Declarations of Covenants, Restrictions, Limitations and Easements Applicable to Bailiwyck Community."

However, prior to any such Unmaintained Property Assessment being levied against an owner's property, the Association through its Board of Directors, shall notify the lot owner, certified mail, return receipt requested, of the Association's intent to levy the assessment. Shall the maintenance complained of not be accomplished on or prior to fifteen (15) days from the receipt of said notice, the Association, through its Board of Directors, shall have the authority to contract for such maintenance and levy against the lot owner, individually and the property (as contemplated in Section 1 above).

Section 6. Change in Basis and Maximum of Annual Assessments Upon Merger or Consolidation. The limitations of Section 3 hereof shall not apply to any change in the maximum and basis of the assessments undertaken as an incident to a merger or consolidation in which the Association is authorized to participate under Article 2, Section 2, hereof, and under the By-Laws of the Association.

Section 7. Quorum for any Action Authorized; Proxy. The presence at the meeting of Members or of proxies, entitled to cast sixty (60%) percent of the total vote of the membership shall constitute a quorum. If the required quorum is not forthcoming at a meeting, another meeting may be called, subject to the notice requirement set forth in Section 4 of this Article.

In the event a quorum, as required above, shall not be met, the meeting shall be adjourned and the same rescheduled, subject to the same notice requirement. At the subsequent meeting a quorum shall be constituted by the presence of (50%) percent of the members necessary to constitute a quorum at the original meeting (i.e. (30%) percent of eligible members).

Any eligible member wishing to vote by proxy shall submit their proxy to the Association's Secretary on or before the opening of the duly called meeting. The proxy shall be in the form as may be adopted by the Board of Directors of the Association.

Section 8. Date of Commencement of Annual Assessments. Due Date. The annual assessments provided for herein shall commence on the date (which shall be the first day of a month) fixed by the Board of Directors of the Association to be the date of commencement.

The first annual assessments shall be made for the balance of the calendar year and shall be payable monthly on the first day of each month commencing on the first day of the month fixed for commencement. the assessments for any year after the first year, shall similarly be payable monthly commencing on the first day of January of said year.

The amount of the annual assessment which may be levied for the balance remaining in the first year of assessment shall be an amount which bears the same relationship to the annual assessment provided for in Section 3, hereof, as the remaining number of months in the year bear to twelve. The same reduction in the amount of the assessment shall apply to the first assessment levied against any property which is hereafter added to the properties now subject to assessment at a time other than the beginning of any assessment period.

The due date of any other assessments under Sections 4 and 5 hereof shall be fixed in the resolution authorizing such assessment.

Written notice of the assessment shall thereupon be sent to every Owner subject thereto.

The Association shall upon demand at any time furnish to any owner liable for said assessment a certificate in writing signed by an officer of the Association, setting forth whether said assessment has been paid. Such certificate shall be conclusive evidence of payment of payment of any assessment therein stated to have been paid.

Section 9. Effect of Non-Payment of Assessment. The Personal Obligation of the Owner, the Lien; Remedies of Association. If the assessment or any monthly installment(s) thereof are not paid on the date when due (being the dates specified in Section 7 hereof), then such assessment shall become delinquent and shall, together with interest thereon at the rate of ten (10%) percent per annum from the due date and cost of collection thereof as hereinafter provided, thereupon becomes a charge and continuing lien on the land and all improvements thereon, against which each such assessment is made, in the hands of the then Owner, his heirs, devisees, personal representatives and assigns. The personal obligation of the Owner at the time of the assessment to pay such assessment, however, shall remain his personal obligation and shall not pass as a personal obligation to his successors in title unless expressly assumed by them.

If the assessment of any monthly installment thereof is not paid within thirty (30) days after the due date, the Association may bring an action at law against the Owner personally obligated to pay the same or to foreclose the lien against the property, and there shall be added to the amount of such assessment the costs of preparing and filing the complaint in such action, and in the event a judgment is obtained, such judgment shall include interest on the assessment as above provided and a reasonable attorney's fee to be fixed by the court together with the costs of the action.

Section 10. Subordination of the Lien to Mortgages. The lien of the assessments provided for herein shall be subordinate to the lien of any mortgage or mortgages now or hereafter placed upon the properties subject to assessment; provided, however, that such subordination shall apply only to the assessments which have become due and payable prior to a sale or transfer of such property pursuant to a decree of foreclosure, or any other proceeding in lieu of foreclosure. Such sale or transfer shall not relieve such property from liability for any assessments accruing after conveyance by mortgage/owner to a subsequent owner.

Section 11. Exempt Property. The following property individuals, partnerships or corporations, subject to the Declaration shall be exempted from the assessments, charges and lien created herein:

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

(b) All Common Properties as defined in Article 1, Section 1, hereof;

(c) All properties exempted from taxation by the laws of the State of South Carolina, upon the terms and to the extent of such legal exemptions;

(d) Lots, Type 'A' Family Units and Type 'B' Family Units owned by the Company;

(e) Properties owned by the Company used for recreation facilities; home and villa maintenance and service; meeting room and conference facilities, and dwelling units occupied by the service and operating staff. Only land within the existing property which has been sub-divided into Lots, and the plats thereof filed for public record in the York County Courthouse, shall constitute a Lot for purposes of these assessments. Projected locations (if any) for future plated lots shown on the Master Plan will not be subject to assessments;

(f) On properties owned by a mortgagee as a result of foreclosure or a proceeding in lieu of foreclosure.

ARTICLE VI

BOARD OF DIRECTORS

Section 1. Election of Board of Directors. The membership shall elect, in a manner to be determined by the then existing Board of Directors, a Board of Directors. The Board shall consist of five (5) members, elected from the membership. The terms of each board member shall be for two (2) years. Should a vacancy in a board seat arise, the Board shall fill such vacancy as soon as may be practicable by either the calling of a special meeting or by otherwise communicating with the membership. The Board member elected to fill the vacancy shall serve and fill the unexpired term of the Board member which he/she replaces.

At the first meeting following the election of the Board of Directors, the Board shall elect from its membership a President, Bookkeeper, Treasurer and Secretary. The Board may establish such other offices as it, from time to time, may deem necessary or appropriate.

Section 2. Duties of Board of Directors. The Board shall carry out their duties as are established for them by the within provisions.

ARTICLE VII

ARCHITECTURAL CONTROL: BAILIWYCK ARCHITECTURAL REVIEW COMMITTEE.

Section 1. The Bailiwyck Architectural Review Committee shall be composed initially of certain of its officers appointed by Developer. As the development of Bailiwyck progresses, Developer in its discretion may enter into agreement or arrangement with representative lot owners, realtors, building contractors, and other qualified and interested persons, and may change the composition of the Committee to include such persons. If it so chooses, Developer may delegate all of the discretionary authority rights of review and approval reserved in this Declaration the Bailiwyck Architectural Review Committee, and may remain only a minority position of the Committee or may relinquish its membership altogether.

Section 2. The membership of the Bailiwyck Architectural Review Committee shall be no less than three (3) in number. The number of members and the term of each shall be decided by Developer. The Committee shall elect from among its members a Chairman and a Secretary. Minutes of meeting shall be recorded, and all material decisions of the Committee shall be communicated to the parties affected in writing. The Committee from time to time may adopt procedures and regulations, consistent with these covenants, for the administration of its business. All such regulations shall be reduced to writing and publicized or made known all affected thereby. The Committee shall meet at regular intervals to be determined by the member, but at least once a month.

Section 3. In its review and approval of proposed construction in Bailiwyck, the Architectural Review Committee shall have full discretionary authority to approve, reject, or conditionally approve any of the foregoing on any reasonable grounds related to development or preservation of orderly, harmonious, aesthetic, and environmentally sound conditions in Bailiwyck.

Section 4. Review and Approval of Initial Building and Landscape Specifications; Review and Approval of Landscaping Specifications for Additions, Alterations or Changes to Structures.

No building, wall, fence, swimming pool, or other structure shall be commenced, erected, or maintained upon the Common Properties or within the subdivision, until the plans and specifications therefore showing the nature, kind, shape, height, materials, and location of the same shall have been submitted to and approved in writing as to the harmony and compatibility of its external design and location, with the surrounding structures and topography, by Bailiwyck Architectural Review Committee and its duly appointed agents.

Following the initial construction, as approved by Bailiwyck Architectural Review Committee, any exterior additions to any existing structure or change or alteration thereto including the construction of walls, fences, swimming pools, or other structures shall require the prior written approval of the Bailiwyck Homeowners Association. The Bailiwyck Homeowners Association's Board of Directors shall have the right to constitute and appoint an architectural review committee for the purpose of reviewing requests for alterations or additions which occur after initial construction.

The Architecture Review Committee, for purposes of initial construction, and the Bailiwyck Homeowners Association, for purposes of additions or alterations after initial construction, shall be entitled to enforce the within covenants by making petition to the Circuit Court for all necessary relief, including temporary or permanent injunction. The Architectural Review Committee and the Bailiwyck Homeowners Association shall be entitled to reimbursement for any and all costs incurred including legal costs and attorneys fees in pursuing said enforcement.

ARTICLE VIII

GENERAL PROVISIONS:

Section 1. Duration and Amendments. The covenants and restrictions of this Declaration shall run with and bind the land, and shall inure to the benefit of and be enforceable by the Association, the Developer, or the Owner of any land subject to this Declaration, their respective legal representatives, heirs, successors, and assigns, for a term of twenty (20) years from the date this Declaration is recorded, after which time said covenants shall be automatically extended for successive periods of ten (10) years unless three-fourths (3/4) of the vote at the annual meeting approves a change in the covenants and restrictions. The covenants may be amended at any time if three-fourths (3/4) of the vote at a duly called meeting of the Association approves the change. Provided, however, that no such agreement to change shall be effective unless made and recorded sixty (60) days in advance of the effective date of such change, and unless written notice of the proposed agreement is sent to every Owner of a Lot, Type 'A' Family Unit or Type 'B' Family Unit and the Company at least thirty (30) days in advance of any action taken. During the period ending one year from the date these covenants are recorded, the Company may amend or add to these covenants, without the consent of the membership, to clarify or to make provision for any items which the Company in its sole discretion considers necessary or desirable. The Company shall not, by reason of the power herein reserved, have the right to alter the amount, or method of making, annual or special assessments.

Section 2. Notices. Any notice required to be sent to any Member or Owner under the provisions of this Declaration shall be deemed to have been properly sent, and notice thereby given, when mailed, postpaid, to the last known address of the person who appears as Member or Owner on the records of the Association at the time of such mailing. Notice to one of two or more co-owners of a Lot, Type 'A' Family Unit or Type 'B' Family Unit shall constitute notice to all co-owners. It shall be the obligation of every Member to immediately notify the Secretary of the Association in writing of any change of address.

Section 3. Enforcement. Enforcement of these covenants and restrictions shall be by and proceeding at law or in equity against any person or persons violating or attempting to violate or circumvent any covenant or restriction, either to restrain violation or to recover damages, and against the land and to enforce any lien created by these covenants; and failure by the Association or any Owner or the Company to enforce any covenant or restriction herein contained for any period of time shall in no event be deemed a waiver estoppel of the right to enforce same thereafter.