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STATE OF NORTH CAROLINACOUNTY OF BUNCOMBE

Finn MtnDoc ID: 021010420015 Type: CRPRecorded: 05/20/2008 at 02:01:57 PMFee Ant: $58.00 Page 1 of 15Workflow/if 2449157Buncombe County, NCOtto V. DeBruhl Register of Deeds

BK4566 PG232-246

Prepared by and return to:

Goosmann Rose, P.A. xrIIPost Office Box 7436Asheville, NC 28802(File No. 07-1553) WKR bff

DECLARATION OF COVENANTS, CONDITIONSAND RESTRICTIONS FOR THE VISTAS OF WESTFIELD COMMUNITY

THIS DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FORTHE VISTAS OF WESTFIELD COMMUNITY made and entered into this the 19th day of May, 2008,by and between THE VISTAS OF WESTFIELD, LLC., a North Carolina limited liability company(herein "Developer") and all Future Owners of Lots, Units, Homes or other property in THE VISTASOF WESTFIELD COMMUNITY.

WITNESSETH:

THAT WHEREAS, Developer is the owner of certain property in Buncombe County, NorthCarolina, referred to as "Tract 1 and Tract 3", as shown on that plat recorded in Plat Book 106, Page 24 ofthe records maintained by the Office of the Register of Deeds for Buncombe County, North Carolina (the"Property"); and

WHERAS, the Developer is developing the Property into a community which shall be composedof distinct sections including but not limited to condominiums, single family homes, and townhomes, allof which will share common areas, community roads, a community center, pool, and walking trails (theproperty described being and comprising the "Community"); and

WHEREAS, the Developer, for the protection and benefit of all persons who may hereinafterbecome owners of lots, units, homes and other property located within the Community, desires that theProperty be developed with limitations and restrictions. These covenants are to run with the land and bebinding upon all parties purchasing lots, units, homes and other property and all persons claiming by,through or under the Developer until December 31, 2028 at which time said covenants shall automaticallybe extended for successive periods of (10) years unless by vote of a two-thirds majority (67%) of votes inthe Community Association.

AGREEMENT:

NOW, THEREFORE, the Developer does hereby make the following declaration as tolimitations and restrictions to which the Community shall be and are hereby subjected:

ARTICLEDefinitions

I.1. "Act" shall mean and refer to the North Carolina Planned Community Act as set forthand contained in Chapter 47F of the North Carolina General Statutes.

1.2. "Community Association" shall mean and refer to The Vistas of Westfield CommunityProperty Owners' Association, Inc., a nonprofit corporation organized under the laws of the State ofNorth Carolina, its successors and assigns.

1.3. "Board" or "Board of Directors" shall mean and refer to the Board of Directors of theCommunity Association.

1.4. "Bylaws" shall mean and refer to Bylaws of the Community Association.

1.5. "Common Elements" shall mean and refer to: (i) private roads designated on anyCommunity Plat hereinafter recorded by Developer, as well as any other private road constructed by theDeveloper serving the Community or any property adjoining the Community; (ii) the entrance area asshown on such Plat; (iii) the community center, pool, walking trails and recreational facilities adjacentthereto as shown on such Plat; (iv) any other property designated as such by the Developer; and (v) anyreal estate owned by the Community Association.

1.6. "Community" shall mean and refer to the Community which shall be composed ofdistinct sections including but not limited to condominiums, single family homes, and townhomes, eachof which may be governed in more detail by rules promulgated by its own Sub-Association or Committee.

1.7. "Developer" shall mean The Vistas of Westfield, LLC., or its successors and/or assigns,including any person which succeeds to any Special Developer Rights as set forth herein and in the Act.Any consent to be obtained from Developer pursuant to.these restrictions must only be obtained from TheVistas of Westfield, LLC., or its successor(s), in its capacity as Developer.

1.8. "Directors" shall mean and refer to the members of the Board of Directors of theCommunity Association.

1.9. "Limited Common Elements" shall mean and refer to those portions of the Communitydesignated as being either for. (i) the exclusive use by one or more but fewer than all of the Owners; (ii)designated as a Common Element exclusive to any section of the Community governed in more detail byrestrictions or declarations applicable only to a section within the Community; or (iii) areas designated byDeveloper, in its sole and absolute discretion, as benefitting, either directly, or indirectly, one or more butfewer than all of the Lot Owners.

110. "Lot" shall mean and refer to any parcel of land within the Community which shall beconveyed to an Owner and as shown on any plat hereinafter recorded by Developer of any part of theCommunity and all other Lots which may be added pursuant to any other expansion right of Developer asdescribed herein, and designated for separate ownership or occupancy by a Lot Owner.

1.11. "Unit" shall mean and refer to any Condominium Unit within the Community which shallbe conveyed to an Owner which shall be identified in Condominium Plans and in a Declaration ofCondominium hereafter recorded by Developer of any part of the Community and all other Lots whichmay be added pursuant to any other expansion right of Developer as described herein, and designated forcondominium ownership.

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L12. "Lot Owner", "Unit Owner" and/or "Owner" shall mean and refer to the Developer orother person or entity who owns title to any Lot, Home or Unit which is part of the Community, but doesnot include a person having an interest solely as security for an obligation.

1.13. "Member" shall mean and refer to each owner or owners of a Lot, Home or Unit withinthe Community who shall also then be a member of the Community Association for such period ofownership. If a Lot, Home or Unit is owned by more than one person, then such persons collectivelyshall be the Member and shall be entitled to vote only those voting shares allocated to such Lot, Home osUnit. Each Lot, Home and Unit shall have one vote with respect to the Community Association.

1.14. "Restrictions" shalt mean and refer to this Declaration of Covenants, Conditions andRestrictions for The Vistas of Westfield Community, as same may be released, amended or changed,either in whole or in part, as provided for herein.

1.15. "Special Developer Rights" shall mean and refer to those rights defined in Chapter 47F-1-103(28) of the Act as the same are reserved herein and in the Bylaws for the benefit of Developer.

1.16. "Community" and/or "Property" shall mean and refer only to that certain real propertyreferred to as "Tract 1 and Tract 3", as shown on that plat recorded in Plat Book 106, Page 24 of therecords maintained by the Office of the Register of Deeds for Buncombe County, North Carolina and asshown on any Plat of such real property described as hereafter recorded by Developer. The Developershall not be deemed to have subjected any other property which the Developer may now or hereafter ownor acquire to the restrictions set forth herein until such time as a recorded instrument specificallysubjecting such property is recorded in the Buncombe County Registry of Deeds. The Developerspecifically reserves the right to subject any other property which the Developer may now own or whichDeveloper may hereafter acquire to the restrictions set forth herein. It is understood that the Developerwill be recording additional plats of the Community identifying specific sections and showing individualLots, Homes or Units therein. Effective as of the date of recording of this Declaration, only that propertyshown on Plat Book 118, Page 29 is subject to this Declaration, and all other portions of the Communityare reserved for future development and shall only become subject to this Declaration upon the recordingof a Plat identifying individual Lots and Units thereupon.

LI7. "Sub-Associaiton" shall mean and refer to a committee or board comprised of and electedonly by members within a distinct section within the Community, and shall be responsible forpromulgating rules applicable only to their distinct section within the Community.

1.18. "Subdivision" or "Condominium" shall mean and refer to any distinct section within theCommunity for which the Developer establishes and which may be governed in more detail by rulespromulgated by its own Sub-Association.

ARTICLE HSubmission of Property to the Act and Creation of a Planned Community

EL 1. Submission of the Property and Creation of the Community: Pursuant and subject to theterms and provisions of the Act, Developer hereby creates a planned community subdivision initiallycomprised of the Property. Developer hereby submits all of such Community to the Act and the terms ofthis Agreement.

11.2. Name: The name of the Community created hereunder is The Vistas of Westfield.

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11.3. Reservation of Special Developer or Developer Rights: Developer, and each of themseparately, hereby reserves unto itself and its successors in interest as Special Developer or DeveloperRights, the following:

(a) Those Special Developer or Developer Rights as set forth in the Act.(b) The right, during the Developer's Control Period, to modify, amend, change,

vary or release all or any part of these Restrictions; and(c) The right to redesignate a previously designated Lot as an easement or right-of-

way for access adjoining property whether now or hereafter owned by suchDeveloper.

(d) The right to establish supplemental rules, restrictions and declarations forsections within the Community in order to govern such sections in more detail.

(e) The right to redesignate any portion of the Property with respect to itsclassification as a Single Family Lot, Condominium Area, Multi-Family homearea, Common Area, or otherwise.

ARTICLE HICommon Area Ownership and Maintenance

1 . Owner's Easements of Enjoyment: Every Owner shall have the right of ingress to and egressfrom the Common Area, together with the right of enjoyment in and to the Common Area, which rights shallbe appurtenant to and shall pass with the title to every Lot.

111.2. Delegation of Use: Any Owner may delegate his rights of enjoyment of the Common Areato the members of his family, his tenants, contract purchasers who reside on the Lot, or his guests. A LotOwner who has delegated rights to the Common Area to his tenant shall not in addition to his tenant haverights to the Common Area

111.3. Rules and Regulations: The Board shall have the power to formulate, publish and enforcereasonable rules and regulations concerning the use and enjoyment of the Common Area, including but notlimited to: (i) the right to limit the number of guests using such improvements or to establish a maximum usecapacity; (ii) the right to suspend use of such areas for failure to comply with use rules or for failure to payAssociation Assessments; (iii) the right to charge reasonable admission or other use fees, to fund operationalexpenses; (iv) the right to permit the reasonable reservation of such facilities for exclusive use; (v) the right toassign the management and operation of such facilities; (vi) the right to renovate or remove any suchimprovements to the Common Areas. Such rules and regulations, along with all policy resolutions and policyactions taken by the Board, shall be recorded in its minutes, which shall be maintained at the office of theperson or entity managing the Common Area on behalf of the Community Association and available to themembers for inspection during normal business hours, or at the designated office of the CommunityAssociation, if there is no property manager.

D14. Leasing' Common Area Facilities: Subject to the ordinances of Buncombe County, theBoard shall have the power to lease the use of any recreational facility for functions or special events, andmay charge reasonable admission or other fees for such use.

I11.5. Operating Common Area Facilities: The Board shall have the power to limit thenumber of guests, to regulate hours of operation and behavior, and to curtail any use or uses it deemsnecessary for either the protection of the facilities or the peace and tranquility of adjoining residents withregard to the recreational facilities located on the Common Area. The Community Association shallpromulgate rules regarding use of the swimming pool including rules regulating unsupervised use by children.All expenses relating to the maintenance and insurance of improvements to the Common Areas shall be paid

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by the Community Association from dues assessments. In no event shall any Owner be exempt from, orentitled to abatement of any assessments by reason of non-use of such improvements of facilities upon theCommon Areas. "

111.6. Developer's Conveyance of Title to Common Areas: At such time as it deemsappropriate but not later than at such time that all of the Lots, Homes and Units of all sections of The Vistas ofWestfield have been sold and title conveyed, Developer shall convey fee simple title to the Common Area tothe Community Association. At the time of.conveyance, the Common Area shall be conveyed in its "as is"condition, and the Community Association shall accept the same in its then condition and the Developer shallhave no obligation to conduct repairs or maintenance to the Common Area. The Community Associationshall accept the conveyance of all such Common Area pursuant to this section.

111.7. Mortgaging Common Area: The Community Association shall have the power to borrowmoney for the purpose of improving the Common Area, and pursuant thereto, to pledge the Common Area orany portion thereof that it owns to a Deed of Trust; provided, however, that the execution of such Deed ofTrust shall require the same approval of the membership which is required for special assessments for capitalimprovements.

III& Developer Use of Clubhouse: Developer has the right to the use of the clubhouse during theDeveloper Control Period for public, private and exclusive functions in its exclusive discretion.

111.9. Storm Water Drainage System: Developer has now, or shall in the future, install an approvedstorm water drainage system and related improvements (therein "Storm Water System") according to plansand specifications prepared and approved by an engineer licensed in the State of North Carolina, and pursuantto Storm Water Management Ordinance(s) of the applicable regulatory authorities having jurisdiction over theCommunity. The Storm Water System shall, prior to conveyance of the Common Elements to theAssociation, be depicted on a Plat recorded in the Office of the Register of Deeds for Buncombe County,North Carolina. Furthermore, the Developer shall, prior to conveyance of the Common Elements to theAssociation, enter into a "Maintenance Agreement" with the Association and with the City, County and/orother applicable regulatory authority, which shall obligate the Association to maintain the Storm WaterSystem, as mandated by the applicable ordinance(s). The Association shall be obligated to accept theconveyance and join in the Maintenance Agreement; provided, that the Storm Water Drainage System shallbe operating in accordance with the applicable ordinance(s) at the time of conveyance. The MaintenanceAgreement shall include easements as may be reasonably necessary to carry out all maintenance, repair andreplacement required by the applicable ordinance(s). Upon conveyance of the Storm Water System, theAssociation and all Owners shall be jointly and severally liable for the maintenance, repair and replacement ofthe Storm Water System, as mandated by the applicable ordinance(s). The Association shall assess theOwners for all costs and expenses incurred in completing the maintenance obligations required by theapplicable ordinance(s).

ARTICLE IVLand Use

IV.I. Restrictions: All Lots, Homes and Units and the Common Area shall be subject to therestrictions set forth herein, in addition to any other rules, restrictions or declarations which may govern inmore detail.

IV.2. Residential Use: All Lots, Homes and Units shall be used for, improved for, and devotedexclusively to residential use.

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IV.3. Construction or Alteration: No alteration or construction of the external area of anyimprovements on any Lots, Homes and Units or in or upon any portion of the Common Area shall beundertaken or allowed except at the direction of and with the express written consent of the CommunityAssociation.

IV.4. Offensive or Annoying Activity or Nuisance: No immoral, illegal, obnoxious or offensiveactivity shall be carried on, in or upon the Property, nor shall anything be done which may be or may becomea nuisance or annoyance to any resident within the Property. In the use of the Property, all applicablegovernmental regulations shall be observed. The Community Association shall have exclusive discretion todetermine whether any activity, including but not limited:(i) to the behavior of dogs or other animals (ii)display of signs and decorations; (iii) emissions of light, noise or odors; and (iv) parking, storage andmaintenance of vehicles, shall be considered as obnoxious or offensive hereunder.

W.5. Fences, Mailboxes and Antennas. Etc.: The Community Association may regulate orprohibit the erection of antennas, ham radio towers, fences (chainlink, stockade-type or otherwise) on any lot.In no event shall any chain link fencing be installed upon any Lot. Only mailboxes furnished or approved bythe Developer or the Community Association may be used. No satellite dishes larger than one meter indiameter shall be allowed, and if reasonably feasible shall be installed on rear facing eaves or such otherlocation such that it shall not be visible from Community roadways. No outside clothes lines are permitted.

W.6. Animals: Only dogs, cats, birds, and fish and such other animals as approved by the MasterCommunity Association may be kept and maintained in the dwelling unit. The Community Association shallhave exclusive discretion in determining the permissible numbers, size and nature of pets hereunder. Whenoutside, all pets must be on a leash or confined within a fenced enclosure, shall not be left unattended, andshall not become a nuisance. Pet owners are responsible for cleaning up their pet's excrement and waste.

IV.7. Parking: No parking of unlicensed, uninspected or inoperable vehicles shall be allowed onthe property. No overnight parking of any motor vehicles shall be allowed on streets within the Property. Allvehicles shall be parked within garages, driveways or designated parking areas. In no event shall any vehiclebe parked on any Community streets. Campers and boats may be parked in driveways within twenty-fourhours before and after such time they are used. Residents of dwelling units may wash motor vehicles in theirdriveways. In addition, no one shall store or keep a trailbike, go cart, motorized tri-wheel bike, tractor, truck,or other such motorized riding vehicle on the Property, except one pick-up truck and one or more operationalautomobiles and except as provided in the rules and regulations enacted by the Master' CommunityAssociation. In no event shall any vehicle remain parked in parking areas adjacent to the Community Centerand Pool for any period in excess of six hours, nor shall any such Community Center parking area remainoccupied during any time when the Community Center and Pool are closed.

IV.8. Motor Vehicles: All motor vehicles shall be maintained in proper operating condition and ina condition so as not to be a nuisance by noise, exhaust emissions or otherwise. Any Motorcycle operatedwithin the community shall not be driven in a manner causing excessive noise. The Community Associationshall have exclusive discretion to determine whether any vehicle shall constitute a nuisance hereunder.

1V.9. Trash Receptacles: Storage, collection and disposal of trash shall be in compliance withrules set by the Community Association. The Community Association may, in its exclusive discretiondesignate a specific day for trash collection, and any contracts for independent collection of trash shall specifysaid day for collection. The Community Association or any Sub-Association may contract for collection oftrash and include the expense thereof in Assessments levied thereby.

W.10. Signs: No signs of any kind shall be displayed in public view on any lot, except one sign ofnot more than six (6) square feet advertising the property for sale placed in a window, and any signs placed by

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the Developer. This provision shall not be construed to prohibit political signs and flags displayed inaccordance with the North Carolina Planned Community Act.

IV.11. Trade or Business: No trade or business shall be carried on upon any Lot, Home or Unit, butthis restriction shall not prohibit a home occupation which does not cause any noxious or offensive activityand which does not significantly increase traffic within the property.

IV.12. Rentals: No dwelling unit shall be rented for a period of less than six (6) months. Any ownerwho rents a dwelling unit has an affirmative obligation to immediately report such rental, the period of therental and the names of the tenants to the Community Association. A copy of any lease shall also be providedto the Community Association. The Community Association may grant variances, to this rental restriction incases of hardship.

ARTICLE VMembership and Voting Rights_

V.1. Every owner of a Lot, Home or Unit which is subject to assessment shall be a member of theCommunity Association. Membership shall be appurtenant to and may not be separated from ownership ofany Lot, Home or Unit which is subject to assessment.

V.2 Every owner of a Lot, Home or Unit which is subject to assessment shall also be a memberof the Sub-Association which governs their respective section of the Community, as designated by theDeveloper or the Community Association.

V.3. The Community Association and Sub-Associations shall have two (2) classes of votingmembership:

A. Class A: Class A members shall be all Owners, with the exception of Developer.Class A Members shall be entitled to one (1) vote for each Lot, Home or Unit. When more than oneperson holds an interest in any Lot, Home or Unit, all such persons shall be members; the vote forsuch Lot, Home or Unit shall be exercised as the owners among themselves determine, but in noevent shall more than one (1) vote be cast with respect to any Lot, Home or Unit. If multiple ownersowning any Lot, Home or Unit are unable to agree on their vote, their vote shall not be counted.

B. Class B:The Class B member shall be Developer and Developer shall be entitled to three (3)votes for each Lot, Home or Unit Developer owns within the Community. In the case of theDeveloper, the Developer shall be entitled to votes for prospective Homes or Units, as may bedesignated on plats or plans regardless of whether said Homes or Units have been completed. TheClass B membership shall cease and be converted to Class A membership when the total votesoutstanding in the Class A membership equal the total votes outstanding in the Class B membership.

ARTICLE VIAssessments

V.1. Creation of the Lien and Personal Obligation of Assessments: The Developer, for each Lot,Home or Unit owned, hereby covenants, and every other Owner of any Lot, Home or Unit subject to thisDeclaration, by acceptance of a deed therefor, whether or not expressed in any such deed of other covenant, isdeemed to covenant and agrees to pay the Community Association:

A. Annual assessments or charges, as determined by the Board;

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B. Special assessments for capital improvements, or unanticipated crises or contingencies, suchassessments to be fixed, established, and collected from time to time as hereinafter provided.

The annual and special assessments on a Lot, Home or Unit together with interest thereon and costsof collection thereof, as hereinafter provided, shall be a charge on the Lot, Home or Unit and shall be acontinuing lien upon the property against which each such assessment is made. Each such assessment,together with interest and costs, and reasonable attorney's fees (as provided in the Act) incurred by theCommunity AssoCiation in collecting delinquent assessments shall also be the personal obligations of theperson or entity who was the Owner of such Lot, Home or Unit at the time when the assessment became due.The personal obligation of an Owner for delinquent assessments shall not pass to his successors or assigns intitle unless expressly assumed by them, notwithstanding that the lien for delinquent assessments shall continueto encumber the Lot, Home or Unit. In addition, the Community Association shall have all those powersprovided for in the Act, including the ability to impose fines.

VI.2. Developer Exclusion: Developer shall not be required to pay assessments for Lot, Home orUnit or common areas owned by Developer.

VI.3. Purpose of Assessments: The Assessments levied by the Community Association may beused for the following purposes:

A. for the promotion of the recreation and welfare of the residents of the Property;

B. for the payment of ad valorem taxes and public assessments levied on the Common Area orlimited Common Area, if any;

C.. for the maintenance and operation of any utility systems owned by the CommunityAssociation;

D. for the maintenance of Community streets, roads, walkways, creek banks, bridges, wetlandareas, fences, and retaining walls within the Property, as well as all signs and Community lightinglocated thereon and adjacent thereto;

E. for the maintenance of the Common Area or limited Common Area and the cost of labor,materials and equipment necessary for the proper use, enjoyment and maintenance of the CommonArea, including the community center, pool and furnishings therein;

F. for snow removal regarding all streets within the Property (removal of snow from drivewayand sidewalks shall be the responsibility of the individual Owners;

G. for maintenance of the entrance area; provided, that it is understood that in the event that agate is installed, said - gate is not to be construed as any representation or guaranty of security toresidents of the Property;

H. for the procurement and maintenance of liability and hazard insurance in accordance with theBy-Laws and the regulations of the Federal National Mortgage Association, such liability insuranceto insure the Master Community Association in a minimum amount of $1,000,000.00 per occurrence,or any other appropriate insurance that the Master Community Association requires;

I. for garbage removal, in the event that the Community Association shall determine to includesuch in services provided to the Community. If the Community Association elects not to provide

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garbage removal, each Owner shall contract for their own garbage removal to be collected on a day asdetermined by the Community Association;

J. for the employment of professionals, such as accountants, attorneys, and management firms,to represent the Community Association when necessary,

K. to maintain a reasonable reserve for the foregoing purposes;a

L. maintenance of the swimming pool, walking trails, the community center complex, and allCommon Areas.

M. for all expenses relating to trash collection (if any), as determined by the CommunityAssociation.

N. for all expenses relating to wood destroying insect treatments and certificates.

0. for all expenses relating to any specific section of the Community, provided that anyassessments collected for such expenses must be expended exclusively within said specific section,and such sums shall not be utilized for general Community expenses nor for expenses relating toother sections.

VL4. Limitation on Use of Assessments: The Assessments may not be used by the CommunityAssociation, Sub-Association, nor the Board to retain legal counsel or to instigate any legal action, where thetotal expense of such action shall exceed five thousand and no/100s dollars ($5,000.00) without the writtenconsent of at least sixty seven percent (67%) of the Members. Such consent shall not be required to institutean action to collect any Assessments levied pursuant to this Declaration or to foreclose a lien to collect suchAssessments.

VI.5 Special Assessments for Capital Improvements: In addition to the annual assessmentsauthorized herein, the Community Association may levy, in any assessment year, a special assessmentapplicable to that year only for the purpose of defraying, in whole or in part, the cost of any construction,reconstruction, repair or replacement of a capital improvement upon the Common Area, including fixtures andpersonal property related thereto, provided that any such assessment shall have the assent of two-thirds (2/3)of the vote of Class A and Class B members who are voting in person or by proxy at a meeting duly called forthis purpose. Written notice of any meeting called for the purpose of taking any action authorized under thissection shall be sent to all members not less than thirty (30) days and no more than sixty (60) days in advanceof the meeting..

V1.6. Assessments for Reserves. In addition to the annual assessments and special assessments,the Community Association shall, upon closing of each transfer of property from the Developer, collect aninitial reserve account containing minimum sum equal to two (2) months of regular assessment, which shallbe held in a reserve account at the discretion of the Community. Association. This initial reserve deposit shallbe supplemented thereafter as a budget item included in the annual assessments. Any Reserves collectedrelating to a specific section of the Community shall be held in a 'separate account and disbursements fromsaid account shall only be made for improvements, repair or maintenance to the specific section for whichsaid reserves were collected.

VI.7. Annual Assessments: Annual assessments shall be fixed by the Board of Directors of theCommunity Association. At least thirty (30) days in advance of each annual assessment, the Board ofDirectors of the Community Association shall fix the amount of the annual assessment against each Lot,Home or Unit and send written notice of such assessment to every owner subject thereto. The due dates of

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such assessments shall be established by the Board of Directors and such assessments shall be payable on thedue date, but may be collected in monthly, quarterly, or annual assessments, as established by the Board. Adelinquent account may be accelerated by the Community Association such that the entire year's assessmentbecomes immediately due. Assessments as to any Lot, Home or Unit purchased from the Developer shall beprorated for any partial month or other partial Assessment term at closing. The Community Association shall,upon demand, and for a reasonable charge, furnish a certificate signed by an officer of the CommunityAssociation stating forth whether the assessment for a specified Lot, Home or Unit have been paid.

VI.8. Uniform Rate of Assessments: Both annual and special assessments must be fixed at auniform rate for all Lot, Home or Unit, as imposed by the Community Association. It is understood andagreed that Lots, Homes or Units may have additional assessments imposed as the same shall relate to distinctsections of the Community for expenses relating to such section, and that the aggregate of section andCommunity assessments may not result in a uniform rate.

VI.9 Remedies for Non-Payment of Assessments: Any assessments which are not paid when dueshall be delinquent. If the assessment is not paid within sixty (60) days of the due date, the assessment shallbear interest from the date of delinquency at the rate of 18%, or the maximum rate permitted by Law.Additionally, a late fee equal to the greater of Twenty and no/100ths Dollars ($20.00) per month or Tenpercent (10%) of the amount of such Assessment shall be charged for any Assessment installment, whichremains due and owing, and which remains unpaid for any period of thirty (30) days or longer. The Boardmay, at its sole discretion, waive the imposition of interest or a late fee to any delinquent assessment. TheCommunity Association may bring an action in law against the owner personally obligated to pay theassessment and interest or foreclose the lien created therein in the same manner as described by the laws of theState of North Carolina for foreclosure of deeds of trust. Cost and reasonable attorney fees as provided forabove for any such action shall be added to the amount of such assessment. No owner may waive orotherwise escape liability for the assessment provided for herein by non-use of the Common Area, orabandonment of his Lot, Home or Unit. In the event that an action at law results in a judgment being enteredagainst the owner of any Lot, Home or Unit and in favor of the Community Association, the CommunityAssociation shall be further empowered to obtain execution on such judgment in a manner to the extentprovided for and permitted by the laws of the State of North Carolina. The Community Association maydelegate collection of delinquent assessments to a duly-appointed property manager.

VI.10. Annual Budget: By majority vote of the Directors, the Board shall adopt an annual budgetfor the each year of operation which shall provide for the allocation of expenses in such a manner that theobligations imposed by this declaration and any and all amendments hereto shall be met. The Annual Budgetshall include allocations for expenses relating to each specific community.

VL11. Omission of Assessments: The omission by the Board, before the expiration of any year, tofix the assessments hereunder for that or for the next year shall not be deemed a waiver or modification in anyrespect of the provisions of this Declaration, or a release of any owner from the obligations to pay anyassessments_

VI.12. Subordination of Lien to Mortgages: The lien of the assessments provided for herein shall besubordinate to any mortgage or deed of trust which is a first lien on a Lot, Home or Unit. Sale or transfer ofany Lot, Home or Unit shall not affect the assessment lien. However, the sale or transfer of any Lot, Home orUnit pursuant to mortgage foreclosure or any proceeding in lieu thereof shall extinguish the lien of suchassessments as to payments which became due prior to such sale or transfer. No sale or transfer shall relievesuch Lot, Home or Unit from liability for any assessments thereafter becoming due or from the lien thereof.Nothing herein shall prevent, and any mortgagee may, at its option, pay any delinquent obligations of aproperty owner. Developer or Community Association shall notify by certified mail return receipt requested,

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any mortgagees of any delinquency or any default in the presence of any obligations of an owner prior totaking any action against such owner which would affect the mortgagee.

ARTICLE VIIInsurance

All owners of Lot, Mine or Unit on which dwelling units are located are required to havefire and extended coverage insurance in an amount sufficient to cover the full replacement cost thereof. Allowners of Lot, Home or Unit on which units are located shall have an affirmative obligation to provide theDeveloper or the Community Association with a copy of the declaration page of their current fire andextended coverage insurance policy. In the event of damage to or destruction of any Lot, Home or Unit whichwould be covered by a standard fire and extended coverage insurance policy, the owner of such Lot, Home orUnit shall have the affirmative responsibility of reconstructing or repairing it regardless of whether suchowner has such a standard fire and extended coverage insurance policy. In the event of the owner's failure torepair or reconstruct such Lot, Home or Unit, the Community Association may, at its discretion, clean up thedebris or repair the damage and add the costs thereof to the assessment against the Lot, Home or Unit uponwhich said debris is located, and collect such assessments pursuant to the provisions of Article VI.

ARTICLE VIIIEasements

V12111 Fasments Established: All Lot, Home or Unit and common areas within the Communityshall be subject to such easements for driveways, walkways, parking areas, water lines, sanitary sewers, stormdrainage facilities, gas, telephone, cable television and electric power lines and ingress and egress and forother purposes as shall be established by the Community Association.

Vf112. Road Rights-of-Way All Lot, Home or Unit within the Community are serviced by certainroad rights-of-way described on plats to be recorded. Developer does hereby establish said rights of way asshown as private roadways, and make no representation with respect to whether they have been constructedin accordance with current Department of Transportation specifications. As such, said roadway may not beeligible for dedication as a public road by the North Carolina Department of Transportation for inclusion inthe State highway system. As such, all futere Owners, and their heirs, successors and assigns, covenant andagree that they shall be jointly responsible for the maintenance, upkeep, repair and service of such road rightsof way unless and until such time as the Department of Transportation assumes the obligation for themaintenance of said road rights of way.

VIIL3. Encroachments and Developer's Easements to Correct Drainage: All Lots, Homes and Unitsand the Common Area shall be subject to easements for the encroachment of initial improvements constructedon adjacent Lots, Homes or Units by the Developer to the extent that such initial improvements actuallyencroach, including, without limitation, such items as overhanging eaves, gutters, downspouts, exteriorstorage rooms, steps and walls. If an encroachment is created as a result of settling or shifting of any buildingor as a result of any permissible repair, construction, reconstruction, or alteration, there is hereby created andshall be and remain a valid easement for such encroachment for the maintenance of the same. For a period oftwenty-five (25) years from the date of conveyance of the first Lot, Home or Unit, the Developer reserves ablanket easement on, over and under the ground within the Community to maintain and to correct drainage orsurface water in order to maintain reasonable standards of health, safety, and appearance, expressly includingthe right to cut any trees, bushes or shrubbery, make any grading of the soil, or take any other similar actionreasonably necessary. After such action has been completed, the Developer shall restore the affected propertyto its original condition to the extent practicable. Developer shall give reasonable notice of intent to take such

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action to all affected Owners. These rights and reservations are assignable by the Developer. Nothing in thissection shall be deemed to impose an obligation upon Developer to maintain and correct drainage and surfacewater conditions.

V1114. Easements to Buncombe County and Public or Private Utilities: A perpetual easement ishereby established for county, state or public or private utilities serving the area, their agents and employeesover all Common Area hereby or hereafter established for postal and private mail delivery, garbage collection,setting, removing and reading utility meters, maintaining and replacing utility or drainage connections, orcable service, and acting with other purposes consistent with the public safety and welfare, including, withoutlimitation, police and fire protection.

Easement for Construction Purposes: Developer shall have full rights of ingress and egressto and through, over and about the Common Areas in the Property during such period of time as Developer isengaged in any construction or improvement work on or within the property. Developer shall further have aneasement for the purpose of the storage of materials, vehicles, tools, equipment, etc. which are being utilized.No owner, his guests or invitees shall in any way interfere or hamper Developer, its employees, successors orassigns, in connection with such construction, it being understood and agreed that the construction activitiesof Developer or its contractors or subcontractors, so far as practical, not interfere with the quiet enjoyment ofLots, Homes or Units within the Property.

VII1.6. Utility Contracts: The Developer reserves the right to subject the Property to contracts withindividual utility companies for the installation of underground electric cables and/or the installation of streetlighting, either or both of which may require an initial payment and/or a continuing monthly payment to suchutility companies by the Community Association.

ARTICLE IXParty Walls

a..1. General Rules of Law to Apply: Each wall which is built as a part of the originalconstruction of the homes upon the Property and placed on the dividing line between the Lots shall constitutea party wall, and, to the extent not inconsistent with the provisions of this Article, the general rules of lawregarding party walls and liability for property damage due to negligence or willful acts or omissions shallapply therein. Party Walls as identified herein shall only be placed within sections of the Communitydesignated as Townhome, Multi-Family, or as Condominium use.

IX.2. Sharing of Repair and Maintenance: The cost of reasonable repair and maintenance of aparty wall shall be shared equally by the Owners of improvements adjoining such party wall.

1X.3. Destruction by Fire or Other Casualty: If a party wall is destroyed or damaged by fire orother casualty, any Owner who has used the wall may restore it, and if the other Owner thereafter makes useof the wall, they shall equally contribute to the cost of restoration thereof without prejudice, however, to theright of any such Owners to call for a larger contribution from the others under any rule of law regardingliability for negligent or willful acts or omissions.

IX.4. Weathemroofmg: Notwithstanding any other provision of this Article, an Owner who by hisnegligent or willful act causes the party wall to be exposed to the elements shall bear the whole cost offurnishing the necessary protection against such elements.

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1X.5, Right to Contribution Runs with the Land: The right of any Owner to contribution from anyother Owner under this article shall be appurtenant to the land and shall pass to such Owner's successors intitle.

IX.6. Arbitration: In the event of any dispute arising concerning a party wall, or under theprovisions of this Article, each party shall choose one arbitrator, and such arbitrators shall choose onadditional arbitrator, and the decision shall be by a majority of all the arbitrators.

ARTICLE XObligations to Mortgagees

The following provisions are established for the benefit of the holders of mortgages (the definition ofmortgages to include Deeds of Trust or other security instruments) encumbering any Lot, Home or Unitlocated within the Property

X.1 Developer or Community Association shall be obligated to notify the holder of any firstmortgage or deed of trust on a Lot, Home or Unit, upon request of such holder, of any default by the Ownerand the performance of any of such owner's obligations described herein, including failure to pay assessmentswhen due, which is not cured within sixty days from the date of such default;

X.2 First mortgagees of Lot, Home or Unit may, jointly or singly, pay taxes or other chargeswhich are in default and which may or have become a charge against any of the common area and may payoverdue premiums on hazard insurance policies, or secure new hazard insurance coverage on the lapse of apolicy for such Common Area;

X.3 No provision herein shall be construed to give an Owner or any other party priority over anytights of first mortgagees of Lots, Homes or Units pursuant to their mortgages in the case of a distribution toOwners of insurance proceeds or condemnation awards for losses to or a taking of, common area property.

ARTICLE XIThe Vistas of Westfield Community Property Owners' Association

The Developer does hereby establish a non-profit corporation which shall be known as the TheVistas of Westfield Community Property Owners' Association (herein "Community Association"). Thepurpose of the Community Association shall be to provide for the orderly enforcement of thesecovenants, including, but not limited to, the maintenance, upkeep and repair of the joint rights of waywithin the Community and any common elements or any other matter or area determined by theCommunity Association to be a common element or other area of common interest. The Board ofDirectors as established in the Bylaws of the Community Association shall constitute the Executive Boardas defined in N.C.G.S. 47E-3-103 and shall be subject to the provisions of such statute, except as set forthin this Declaration or the terms of the Bylaws of the Community Association.

ARTICLE XIIGeneral Matters

MIL Adjoining Properties and Governmental Actions: All purchasers of Lots, Homes andUnits do hereby acknowledge that Developer has made no representations as to uses of adjoiningproperties and such purchasers have been advised to investigate on their own accord any particular uses

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of adjoining properties and acknowledge that they have assumed such responsibility. By acceptance of adeed conveying title to any Lot, Home or Unit with the Community, such Purchasers do herebyunderstand and agree that Developer is not responsible for any activities or actions conducted on anyproperty adjoining the Community, or in any way relating to or arising out of any use of any propertyadjoining the Community. The purchaser of any Lot, Home or Unit acknowledges that they haveinvestigated on their own accord how such uses may affect the Community and are satisfied that they donot materially or substantially affect the value, use or enjoyment of any Lot, Home or Unit.

X11.2. Enforcement: Enforcement of these covenants and restrictions shall be by anyproceeding at law or equity against any person or persons violating or attempting to violate or circumventany covenant or restriction, either to restrain or enjoin violations, orto recover damages, or in addition tothe lien enforcement rights set out in Article 2 of Chapter 44A of the North Carolina General Statutes, byany appropriate proceeding at law or equity against the land to enforce any lien created by thesecovenants. Action for enforcement may be brought by the Community Association or any Lot, Home orUnit owner. In addition, the Community Association may impose reasonable fines pursuant to the Actagainst any property owner for violation of these Restrictions. The remedies granted and reserved hereinare distinct, cumulative remedies and the exercise of any of them shall not be deemed to exclude therights of other property owners to exercise any or all of the other remedies or those which may bepermitted by law or equity. The failure to enforce any rights, restrictions or conditions contained herein,however long continued, shall not be deemed a waiver of this right to do so hereafter as to the samebreach, or as to a breach occurring prior to or subsequent thereto and shall not bear on or affect itsenforcement. Any person entitled to file a legal action for violation of these covenants shall be entitled aspart of any judgment in favor of the filing party to recover a reasonable attorney's fee as a part of suchaction.

X11.3. Amendment and Modification. The Developer does hereby declare the advantagesaccruing to the Property from these covenants and restrictions hereinabove set forth. All covenants,restrictions and affirmative obligations set forth herein shall run with the Property and shall be binding onall parties and persons claiming under them. Except as otherwise set forth in these Restrictions, duringthe Control Period, the Developer hereby reserves the absolute right to modify and/or to amend theseRestrictions in whole or in part in Developer's sole and absolute discretion as the Developer deems properand appropriate. After the Control Period, an amendment to these Restrictions shall be made andapproved in the manner whereby at an annual meeting or specially called meeting of the Members, sixty-seven percent (67%) of the Members vote in favor of such amendment and once made, shall be comeeffective when recorded in the Buncombe County, North Carolina, Register's Office. Whenever hereinthe Developer has reserved a right or the discretion to decide a matter, then the exercise of such right andthe decision of such matter shall be in the sole and absolute discretion of the Developer. Nothing hereinshall require or shall be construed so as to require the Developer or its related persons or entities tosubject all or any part of its remaining adjoining property to these Restrictions.

Developer Control. The "Control Period" or "Developer Control Period" shall mean thatperiod of time from the date of the recording of these restrictions through the earlier of: (i) January 1,2023; or (ii) that date upon which Developer conveys the last Lot, Home or Unit as shown on the Plat orany subsequent recorded plat adding property as an additional phase of the Community.

XII.5. Additional Property. Developer may add subsequently acquired contiguous property tothe Community which will be developed in a similar manner and will be made subject to these covenants,conditions and restrictions.

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ARTICLE XIIICondominiums, Sections and Subdivisions within the Community

The Developer intends to develop Condominiums, Sections and Subdivisions within theCommunity, each of which will may a distinct set of declarations or restrictions which will govern suchsections in more detail, and which will address issues relating uniquely to such sections. Each suchsection may have a distinct governing Association and may have dues assessments in addition to those setforth herein. All declarations, rules and restrictions for such sections within the Community shall besubordinate to the restrictions set forth herein, however, such subordinate declarations, rules andrestrictions may be more restrictive and may supplement the restrictions as set forth herein.

IN WITNESS WHEREOF, the Developer has hereunto set its hand and seal the day and yearfirst above written.

THI VISTAS OF WESTFIELD, LLC.

BY: BRUCE M. ALEXANDER, President

STATE OF NORTH CAROLINACOUNTY OF BUNCOMBE

111111ustiof3/4,,1111[1

384°Qu- I, LAI 6 AcCut k1 , a Notary Public of the County of l'74 0444"t-. and State aforesaid, certify that BRUCE M. ALEXANDER personally came

\*NeinCe '....before me this day and acknowledged that he is Member/Manager of The VistasF:liof Westfield, LLC., a North Carolina limited liability company, and that he, as

to - AtriV° Member/Manager, being authorized to do so, executed e forego'.: o. behalf of?-• ........ the company. Witness my hand andofficial seal this the day o Odrem1,7n3OW 4)00

My commission expires:

1-4

LI

C-A1A+14.4k ;CACCIA )1-e(

STATE OF NORTH CAROLINACOUNTY OF BUNCOMBEThe foregoing certificate of , Notary Public is certifiedto be correct. This instrument and this certificate are duly registered at the date and time and in the Book andPage shown on the first page hereof.

County Register of Deeds

By: , Deputy/Assistant Register of Deeds

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BYLAWS OFTHE VISTAS OF WESTFIELD COMMUNITY PROPERTY

OWNERS' ASSOCIATION, INC.A NORTH CAROLINA NON-PROFIT CORPORATION

ARTICLE IIdentity

These are the Bylaws of The Vistas of Westfield Property Owners' Association, Inc., aNorth Carolina non-profit corporation, (the "Association").

For purposes of these Bylaws, terms specifically defined either in the Declaration ofCovenants, Conditions and Restrictions for The Vistas of Westfield Community andamendments thereto (the "Restrictions") located in Buncombe County or the North CarolinaNonprofit Corporation Act, Chapter 55A, North Carolina General Statutes (the "Non-ProfitAct"), shall have the same meaning herein. Unless the Restrictions or Bylaws expresslyprovide otherwise, the procedures and substantive matters governing the Association can bedetermined by reference to the Act.

ARTICLE IIDefinitions

MI. "The Vistas of Westfield" shall mean that real estate located in the Communityas set forth in the Restrictions.

11.2. "Common Element", "Community Property" and/or "Common CommunityAreas" shall mean those areas used in common by all the owners of Lots, Homes or Unitswithin the Community, including the private roads providing access to public rights-of-wayand/or such areas that may be denoted as "Common Element", "Community Property" or"Common Community Areas" on plats of record for the Community.

II.3. "Developer" shall mean The Vistas of Westfield, LLC.

II.4. "Developer Control Period" shall mean the time in which Developer has toexercise certain exclusive rights such as, but not limited to, electing the Board of Directors ofthe Association and/or retaining approval authority for amendments to the Bylaws. TheDeveloper Control Period shall be as set forth in the Restrictions.

115. "Lot", "Home" or "Unit" shall mean any improved or unimproved parcel ofland, townhome, or condominium unit located within the Community and intended to bedeveloped now or hereafter.

116. "Owner" shall mean and refer to the owner or owners as shown by the real estaterecords in the Office of the Register of Deeds of Buncombe County, North Carolina, of feesimple title to any Lot, Home or Unit situated within the Community. For purposes of voting orrepresentation on any Committees or Boards, the marital spouse of the Owner may be treated asbeing an "Owner".

ARTICLE IIIQualifications and Responsibilities

11I.1. Membership. Every Lot, Home and Unit Owner in the Community shall be amember of the Association, and shall remain a member until he ceases to be a Owner.

1112. More Than One Owner. When there is more than one owner of a Lot, Home orUnit, all such persons shall be Members of the Association.

1113. Registration, It shall be the duty of each Owner to register his name and hismailing address with the Secretary of the Association. If an Owner does not so register, theAssociation shall be under no obligation to recognize his privileges of being a Member. Inaddition, an Owner shall register with the Secretary the name and mailing address of anyapplicable person, firm or company holding a note secured by a first deed of trust lien on thatLot, Home or Unit (the "First Mortgagee").

111.4. Prohibition of Assignment, The interest of a Member in the Association assetscannot be transferred or encumbered except as an appurtenance to his Lot, Home or Unit.

ARTICLE NMembers' Meeting and Voting

IV.1. Place. Meetings of the members shall be held at such place within theCommunity or within North Carolina, as may be designated from time to time by the Board ofDirectors of the Association (the "Board").

IV.2. Annual Meetings. The members shall meet at least once each year in July, theday being specified in the notice of such meeting given pursuant to Section IV.4. At eachannual meeting, the Members may transact any business properly coming before them.

IV.3. Special Meetings. Special meetings of the Members may be called at any timeby the President or by the Board, and shall be called and held within thirty (30) days afterwritten request thereof signed by members of the Association entitled to cast at least tenpercent (10.0%) of the total votes in the Association is delivered to any officer or Director ofthe Association. No business shall be transacted at a special meeting except that which isstated in the notice thereof.

IV.4. Notice. Notice of all meetings of the Members, stating the time and place, andaccompanied by a complete agenda thereof, shall be given by the President or Secretary toeach Member. Such notice shall be in writing, and shall be hand delivered or sent by UnitedStates mail to the Members at the addresses of their respective Lots, Homes, Units and toother addresses as any Member may have designated to the President or Secretary as itappears on the records of the Association, at least thirty (30) days in advance of any annual orspecial meeting. Notice shall be deemed delivered when deposited in the United States mailaddressed to the Member at his address for the respective Lot, Home, Unit and/or as it appearson the records of the Association. The Association may vote or transact business on anymatter at an annual meeting whether or not specific notice of said item had been given in thenotice of the annual meeting. However, for special meetings, only items which were includedin the meeting's notice to Members can be voted on.

N.S. Quorum. A quorum shall consist of Members present, in person or by proxy,entitled to cast at least forty percent (40%) of the total votes in the Association. If a quorum isnot present, the meeting shall be adjourned from time to time until a quorum is present

1V.6. Voting. Votes shall be allocated among the Owners such that each Lot, Homeor Unit is entitled to one vote, and when there is more than one Owner of a Lot, Home or Unit,said Owners shall designate the person authorized to vote for said Lot, Home or Unit.

IV.7. Manner of Casting Votes. Votes may be cast in person or by proxy. A proxymust be in writing, be signed by all owners of the Lot, Home or Unit, the votes of which aresubject to the proxy, be given only to another member or to a Security Holder of that Lot,Home or Unit, and be filed with the Secretary on or before the meeting. A proxy shall be validuntil revoked in writing by all Lot, Home or Unit Owners of such Lot, Home or Unit. A proxyshould denote the vote desired on a specific issue and/or be a general authorization to theproxy holder to vote according to his discretion.

N.B. Required Votes. All questions shall be decided by a majority of the votes caston the question, unless the provisions of applicable law, the Restrictions or these Bylawsrequire a greater vote.

IV.9. Action by Members Without Meeting. Any action that may be taken at ameeting of the Members, may be taken without a meeting if such action is authorized inwriting setting forth the action taken and is signed by all Members, or if such action is taken inany other manner permitted by law.

IV.10. Prohibition of Cumulative Voting. There shall be no cumulative voting.

ARTICLE VDirectors

V.1. Number and Onalifications of Directors. The Board shall consist of three (3)natural persons, as determined in the sole discretion of Developer during the DeveloperControl Period and thereafter by a majority of the Members. During the Developer ControlPeriod, a Director need not be a Member of the Association or be a resident of North Carolina.A Board member may be the Developer or a representative of Developer. After the DeveloperControl Period expires, a Director must be a Lot, Home or Unit Owner or the individualnominee of a Lot, Home or Unit Owner which is other than an individual. After the DeveloperControl Period Expires, each section of the Community shall be represented by at least oneDirector on the Board, and the Board shall increase the number of Directors to a maximum offive (5) natural persons.

V.2. Election of Directors. During the Developer Control Period, the Developerreserves the right to elect the Board. Election of Directors by the Members shall occur at thefirst annual meeting of the Members after the end of the Developer Control Period, and ateach subsequent annual meeting after the term of the Directors have expired. The Membersshall elect the Directors by a majority of the votes cast in the election, provided that eachsection of the Community shall be represented by a Director on the Board.

V.3 Term. The term of the Directors during the Developer Control Period shall be inthe sole discretion of Developer. After the Developer Control Period has expired, the term ofthe Directors shall be for two (2) years, however, the terms of such directors shall bestaggered such that the term of office of one Director shall alternate with the terms of theother two Directors. No Director may serve consecutive terms. Once elected, a Director shallhold office until his successor has been duly elected and has qualified.

V.4. Removal. During the Developer Control Period, the Developer retains the soleauthority to remove any Director, with or without cause. After the Developer Control Periodhas expired, any Director may be removed, with or without cause, by a vote of the Membersentitled to cast at least sixty-six and two-thirds percent (66 2/3%) of the total votes in theAssociation, at a special meeting called for such purpose. During the Developer ControlPeriod, the Developer shall appoint a successor to serve for the balance of the removedDirector's term (which term is within the sole discretion of Developer during the DeveloperControl Period). Thereafter, the Members by majority vote shall appoint a successor to servethe balance of the removed Director's term, provided each section of the Community shall berepresented by a Director on the Board.

V.5. Vacancies. Any vacancy in the Board arising by death or resignation of a Directorshall be filled by act of the remaining Directors, provided that each section of the Communityshall be represented by a Director on the Board, and a Director so elected shall serve for theunexpired term of his predecessor in office.

V.6 Regular Meetings. Regular meetings of the Board may be held at such time andplace as shall be determined by a majority of the Directors, but at least three (3) times a fiscalyear (as that term is defined in Sections 5.I3(a) and 8.2 below). Notice of regular meetingsshall be given to each Director, personally or by mail, telephone, facsimile or telegraph, atleast thirty (30) days prior to the meeting.

V.7. Special Meetings. Special meetings of the Board may be called by the Presidentand shall be called by the President or the Secretary and held within ten (10) days after writtenrequest signed by two (2) Directors is delivered to any other Director or the President or theSecretary. Not less than seventy-two (72) hours' notice of such special meeting shall be givenpersonally or by mail, telephone, facsimile or telegraph to each Director, provided that in casethe President or any Director determines that an emergency exists, a special meeting may becalled by giving such notice as is possible under the circumstances. All notices of a specialmeeting shall state the time, place and purpose thereof. No business shall be transacted at aspecial meeting except that which is stated in the notice thereof.

V.8. Ouorum: Adjournment if No Quorum. Fifty percent (50.0%) of the Board shallconstitute a quorum for the transaction of business at any meeting of the Board. If a quorum isnot present, the meeting shall be adjourned from time to time until a quorum is present, inaccordance with the provisions of N.C.G.S. 47F-3-109. The signing by a Director of theminutes of a meeting shall constitute the presence of such Director at that meeting for thepurpose of determining a quorum.

V.9. Manner of Acting. Each Director shall be entitled to one (1) vote. The act of amajority of the Directors present at a meeting shall constitute the act of the Board unless theact of a greater number is required by the provisions of applicable law, the Restrictions orthese Bylaws.

V.10. Meeting Forums: Board Action Without Meeting. Although regular or specialmeetings may occur at such places as specified in the notice, regular or special meetings bymeans of a conference telephone or similar communication device are permissible as long asthe required notice is given. Any action that may be taken at a meeting of the Board may betaken without a meeting if such action is authorized in writing, setting forth the action taken,signed by all Directors.

V.11. Compensation of Directors Restricted, Directors shall receive no compensationfor their services but may be paid for out-of-pocket expenses incurred in the performance oftheir duties as Directors.

V.12. Powers and Duties of Board. All of the powers and duties of the Associationshall be exercised by the Board, including those existing under the common law, applicablestatutes, the Act, the Restrictions (as delegated by the Developer), the Articles, and theseBylaws, as any thereof may from time to time be amended. Such powers and duties shall beexercised in accordance with the provisions of applicable law, the Act, the Restrictions, theArticles, and these Bylaws, and shall include, but not be limited to, the following:

A. To prepare and provide to Members annually, no less than thirty (30) dayspreceding the annual meeting of the Association, a budget report for the fiscal yearcommencing August 1st and concluding July 31st of the following calendar year (the"Fiscal Year"), said report containing at least the following:

A statement of the status and amount of any reserve or replacement fundand any portion of the fund designated for any specified project by theBoard.

(ii) A statement of the financial condition of the Association for the lastFiscal Year.

(iii) A statement of the status of any pending suits or judgments in which theAssociation is a party.

(iv) A statement of the insurance coverage provided by the Association.

(v) A statement of any unpaid assessments payable to the Association,identifying the Lot, Flame or Unit and the amount of the unpaidassessment All, Lot. HQU1C and Unit owners do hereby acknowledgethat this reporting of unpaid assessments shall not constitute aviolation of any federal or state unfair debt collection laws.

B. To adopt and amend budgets and to determine, and collect assessments to paythe Association's common expenses, including operating expenses and CommunityProperty maintenance fees (the term "Common Expenses" being defined with more

particularity in Section 9.12), and capital improvement costs. The Board may engagean accountant to do the Association bookkeeping, to file annual returns and to assist inpreparing the report described above.

C. To regulate the use of, and to maintain, repair, replace, modify and improve theCommunity Property.

D. To adopt and amend rules and regulations affecting the Lots, Homes and Unitsand to establish reasonable penalties for infraction thereof.

E. To enforce the provisions of the Restrictions, the Articles, these Bylaws, theAct, and rules and regulations by all legal means, including injunction and recovery ofmonetary penalties.

F. To hire and terminate agents and independent contractors.

G. To institute, defend, intervene in, or settle any litigation or administrativeproceeding in its own name on behalf of itself or two (2) or more Lot, Home or UnitOwners on matters affecting the Community Property.

H. To establish and dissolve and liquidate, from time to time, reserve accounts forany purpose.

I. To borrow money for the maintenance, repair, replacement, modification orimprovement of the Community Property and to pledge and pay assessments, and anyand all other revenue and income, for such purpose.

J. To buy Lots in foreclosure of an assessment lien, or at any other time or for anyother reason, and to sell, lease, mortgage, and otherwise deal in Lots from time to timeowned by the Association.

K. To impose and receive payments, fees and charges for the use, rental oroperation of the Community Property for all purposes permitted a Nonprofitcorporation.

L. To grant leases, licenses, concessions and easements through and over theCommunity Property, unless contrary to the Restrictions.

M. To impose and collect reasonable charges, including reasonable costs andattorneys' fees, for the enforcement of any use restrictions or rules and regulations setforth in the Restictions or these Bylaws.

N. To provide for indemnification of the Association's Officers and Directors andmaintain Officers and Directors liability insurance.

0. To impose charges for late payment of assessments and, after notice and anopportunity to be heard, levy reasonable fines for violations of the Restrictions, theseBylaws, or the rules and regulations.

Any assessments. charges or fines levied against members shall specifically relate to theneed to preserve and fulfill the purposes set forth in the Association's Articles of Incorporationand are applied to owners of Lots. Homes and Units in their capacity as Owners-Membersrather than in some other capacity such as customers for services.

ARTICLE VIOfficers

VI.1. Designation of Officers. The officers of this Association shall be a President, aVice President, a Secretary, and a Treasurer. During the Developer Control Period, officers donot have to be Members or residents of North Carolina. Officers may include the Developer ora representative of Developer. After the Developer Control Period, each officer shall be a Lot,Home or Unit Owner or the individual nominee of a Lot, Home or Unit Owner which is otherthan an individual. A person may hold one or more of such offices at one time, except that thePresident shall not at the same time hold another office in the Association. The Board mayelect an assistant treasurer, an assistant secretary and such other officers as in its judgmentmay be necessary.

VI.2. Election of Officers. Officers of the Association shall be elected by the Board.Elections shall be held each year at the first meeting of the Board held after the annualmeeting of the Members. The first Board shall elect officers as soon as practicable after filingof the Articles.

VI.3 Term. Each officer shall serve until his successor has been duly elected and hasqualified.

VIA. Removal. Any officer may be removed, with or without cause, and withoutnotice, by the Board or by the Association Members under the same procedure as for theremoval of a Board Member.

VI.S. Vacancy. Any vacancy in any office shall be filled by the Board, and an officerelected to fill a vacancy shall serve for the unexpired term of his predecessor in office.

VI.6. Powers and Duties of Officers.

A. President The President shall be the chief executive officer of theAssociation and shall see that all actions and resolutions of the Board are carriedinto effect.

B. Vice President. The Vice-President shall perform such duties of thePresident as shall be assigned to him by the President, and in the absence of thePresident shall perform the duties and functions of the President.

C. Secretary. The Secretary shall keep the minutes of all meetings andactions of the Board and of the members; shall give all required notices to theDirectors and members; shall keep the records of the Association, except thosekept by the Treasurer, shall perform all other duties incident to the office of a

secretary of a corporation; and shall perform such other duties required by theBoard or the President.

D. Treasurer. The Treasurer shall have custody of all intangible property ofthe Association, including funds, securities, and evidences of indebtedness; shallkeep the books of the Association in accordance with good accounting practicesand principles, and upon request, shall submit them, together with all vouchers,receipts, records, and other papers to the Board for examination and approval;shall deposit all monies and other valuable effects in depositories designated bythe Board; shall disburse funds of the Association as directed by the Board; andshall perform all other duties incident to the office of a treasurer of a corporation.

VI.7. Execution of Agreements. Etc. All agreements, deeds, mortgages, or otherinstruments (including amendments to the Declaration) shall be executed by the President orVice President, or by such other person or persons as may be designated by the Board.

VI.8. Compensation of Officers Restricted. No officer shall be compensated for hisservices in such capacity, but may be reimbursed for out-of-pocket expenses incurred inperforming his duties:

ARTICLE VIIIndemnification of Directors and Officers

The Association shall indemnify such persons, for such expenses and liabilities, insuch manner, under such circumstances, and to such extent, as permitted by the NorthCarolina General Statutes, as now enacted or hereafter amended. In addition, the Associationis authorized to maintain Officers and Directors Liability Insurance.

ARTICLE VIIIFiscal Management

VIII.1. Depository. The Board shall designate a depository for the funds of theAssociation, and may change such depository at any time. Withdrawal of funds from suchdepository shall be only by checks signed by any two (2) officers of the Association, or asauthorized by the Board. In the event that the Board shall engage the services of a managingagent, said agent shall be empowered to withdraw funds in accordance with the proceduresadopted by said managing agent.

VEI.2. Fiscal Year. The Fiscal Year of the Association shall run the 1st of Augustthrough July 31st of the following calendar year provided that the Board, from time to time,by resolution, may change the Fiscal Year to some other designated period.

ARTICLE IXAssessments

IX.I . Obligation of Members to Pay Assessments: Amount of Levy. Each Lot, Homeand Unit Owner shall be personally and severally liable for an assessment determined by theBoard in accordance with the Restrictions. The levy of an annual assessment noted abovedoes not include any special assessment which may be levied against a Lot, Home or Unitowner in accordance with Section IX.8 below.

IX.2 Obligation of Some Members to Pay Additional Limited Assessment. SomeLot, Home or Unit Owners as may be designated by Developer shall, in addition to theassessment provided for in paragraph IX.1 above, pay an additional limited assessment (herein"Limited Assessment") for such items and expenses which are unique and limited to thatparticular group or phase of Lots, Homes or Units as designated by Developer, or pursuant todistinct restrictions or declarations unique to their section within the Community. Each suchdesignated Lot, Home and Unit Owner shall be personally and severally liable for suchadditional Limited Assessment (in addition to the general assessment set forth above). Thelevy of such Limited Assessment noted above does not include any special assessment whichmay be levied against a Lot, Home or Unit Owner in accordance with Section IX.8 below.

IX.3 Allocation of Common Surplus. Any common surplus, including funds inreserve accounts, may be allocated to each Lot, Home and Unit as determined by the Board inaccordance with the Restrictions. Notwithstanding the above, the Board shall retain theauthority to apply said surpluses to any current Fiscal Year expenditures in order to satisfy theexempt function income qualification for Nonprofit corporations under Section 528 of theInternal Revenue Code.

IX.4 Preparation of Budget and Levying of Assessment. Except as hereinafterprovided, for each Calendar Year, beginning with the Calendar Year commencing January 1,2007, the Board shall prepare and adopt a budget, including therein estimates of the amountnecessary to pay the Common Expenses, together with amounts considered necessary by theBoard for reserves. After preparation and adoption of each such budget, the Board shallprovide each member with a copy, and shall give each member notice of the assessment madeagainst that member's Lot based upon such budget and may also state the interest to becharged on delinquent payments thereof (other than as provided in these Bylaws). Theassessment shall be deemed levied upon the giving of such notice.

IX.5 Assessment A Lien. Every assessment shall constitute a lien upon each Lot,Home and Unit as set forth in the provisions of N.C.G,S. 47F-3--116, prior to all other liensexcept only (i) real estate taxes and other governmental assessments or charges against thatLot, Home and Unit and (ii) liens and encumbrances recorded before the docketing of a claimof lien.

IX.6 Payment of Ajsessments. Assessments shall be payable when notice thereof isgiven, but shall not be delinquent if paid at the times and in the amounts specified by theBoard in the notice of assessment. Payments shall be made to the Association, or as the Boardmay from time to time otherwise direct. Unless the notice states contrary, annual assessmentsare typically due and payable in monthly installments at the first of every month.

IX.7 Notice to First Mortgagees. Although the lien of assessments may be superior tothe lien of a First Mortgagee, any enforcement of said assessment lien by the Association'sfiling of a collection or foreclosure action with the courts shall require the giving of notice tothe applicable First Mortgagee, if any. All owners of Lot. Home and Unit acknowledge thatsuch notice shall not constitute a violation of any state or federal unfair debt collection laws. Failure to give the notice provided for herein shall not be a defense for the defaulting memberin the enforcement action filed by the Association.

IX.8 Special Assessments. In addition to the assessments levied pursuant to SectionIX.4., the Board, in its sole discretion during the Developer Control Period, may levy specialassessments at such other and additional times as in its judgment are required for:

A. Alterations, restoration and reconstruction of Community Property and itsfacilities.

B. Improvements, acquisitions and additions to the Community Property.

C. Payment of costs and expenses incurred in curing defaults pursuant to SectionsX.1. and X.3. hereof.

Special assessments made pursuant to this Section shall be a Common Expense, shall bedeemed levied upon notice thereof being given to the members subject to such specialassessment and shall be payable as determined by the Board and as set out in such notice. Afterthe Developer Control Period, the Board may levy special assessments only with the consent of67% of the members voting.

IX.8. Failure to Prepare Budget and Levy Annual Assessment: Deficiencies inProcedure. The failure of the Board or delay of the Board in preparing any budget, and to levy orin levying assessments, shall not constitute a waiver or release of the members' obligation to payassessments whenever the same shall be determined and levied by the Board. Until a newassessment is levied by the Board pursuant to Section IX.4, each member shall continue to paythe assessment then previously levied pursuant to Section IX.4 in the same amount and at thesame periodic times as levied, or as the Board may otherwise advise in writing. Also, anydeficiencies or inadequacies in the procedure followed by the Board in levying an assessmentshall not in any way affect its validity or the obligation of members to pay such assessment.

IX.9 Assessment R.011; Certificate. All assessments shall be set forth upon a roll of theLots, Homes and Units which shall be available in the office of the Association for inspection atall reasonable times by members and Security Holders, and their duly authorizedrepresentatives. Such roll shall include, for each Lot, Home and Unit, the name and address ofthe Member or Members, all assessments levied, and the amount of all assessments unpaid. TheAssociation, upon written request, shall furnish to a Lot, Home or Unit Owner, or his authorizedagent, a recordable certificate setting forth the amount of unpaid assessments currently leviedagainst his Lot, Home or Unit. The certificate shall be furnished within fourteen (14) businessdays after receipt of the request and shall be binding upon the Association and all Lot, Homeand Unit Owners. For such certificate a reasonable fee may be charged by the Board. All owners of Lots. Homes and Units acknowledge that such notice provided in an assessment roll orcertificate shall not ginstitute a violation of any state or federal unfair debt collection laws.

[X.10. Default and Enforcement If any assessment, or installment thereof, is not paidwithin sixty (60) days of the due date, the assessment shall bear interest from the date ofdelinquency at the rate of 18%, or the maximum rate permitted by Law. Additionally, a late feeequal to the greater of Twenty and no/lOOths Dollars ($20.00) per month or Ten percent (10%) ofthe amount of such Assessment shall be charged for any Assessment installment, which remainsdue and owing, and which remains unpaid for any period of thirty (30) days or longer. TheBoard may, at its sole discretion, waive the imposition of interest or a late fee to any delinquentassessment. The Community Association may bring an action in law against the ownerpersonally obligated to pay the assessment and interest or foreclose the lien created therein in thesame manner as described by the laws of the State of North Carolina for foreclosure of deeds oftrust. Cost and reasonable attorney fees as provided for above for any such action shall be addedto the amount of such assessment. No owner may waive or otherwise escape liability for theassessment provided for herein by non-use of the Common Area, or abandonment of his Lot,Home or Unit. In the event that an action at law results in a judgment being entered against theowner of any Lot, Home or Unit and in favor of the Community Association, the CommunityAssociation shall be further empowered to obtain execution on such judgment in a manner to theextent provided for and permitted by the laws of the State of North Carolina. The CommunityAssociation may delegate collection of delinquent assessments to a duly-appointed propertymanager.

The Association also shall be entitled to suspend the right of a defaulting Lot, Home andUnit Owner to use the Community Property, to the extent allowed by law, and its facilities untilthe delinquency is cured.

The remedies noted herein for default on assessments shall include, without limitation,any and all remedies set forth in the Restrictions. The failure of the Association to enforce anyassessment delinquency shall not constitute a waiver or abrogation of the right of theAssociation or its agents to enforce such delinquency in the future, irrespective of the numberof breaches thereof that may have occurred by the member regarding assessments.

1X.11. Common Expenses. Common Expenses shall mean and include all sums declaredCommon Expenses by any specific provision of these Bylaws or the Restrictions, and shallinclude, without limitation, the following: real estate taxes, and other governmental assessmentsor charges against the Common Elements; costs associated with the maintenance, repair andimprovement of the Common Elements; premiums for any and all insurance maintained by theAssociation, including any deductible or coinsurance amount not covered by insurance; legal andaccounting fees; costs and expenses incurred in connection with any litigation or administrativeproceeding pursuant to Section V.13.G. hereof; deficits remaining from any prior assessmentperiod; the cost, including fees and interests, incurred in connection with any borrowing done bythe Association; the cost of all fidelity bonds; costs imposed upon the Association as a result ofthe performance, enforcement or amendment of, any agreement or easement to which theAssociation is a party or to which the Common Element, or any part of either thereof, is or maybe subject including, but not limited to amounts determined necessary for reserve funds; andindemnity payments made by the Association pursuant to Article VII hereof.

1X.12. Limited Common Expenses. Limited Common Expenses shall mean andinclude all sums declared to be Limited Common Expenses by any specific provisions of theseBylaws or the Restrictions, and shall include, without limitation, all costs expended for the

care, maintenance and upkeep of Limited Common Elements. Assessment shall be inaccordance with Section IX.2 above. Certain Lots, Homes and Units within the Communitymay be designated by Developer as benefiting from the Limited Common Elements more sothan other Lots, Homes and Units within the Community. Such Lots, Homes. and Units sodesignated shall pay such Limited Common Expense assessments as may be required tomaintain the Limited Common Elements.

ARTICLE XCompliancEnforeement, Fines and Penalties. Qther Than Assessment Liens

X.1. Default and Remedies. A default in or failure to comply with any of the terms,conditions, obligations, and provisions of the Restrictions, these Bylaws, the Articles, or therules and regulations, as the same may be amended from time to time, by any Lot, Home orUnit Owner or Occupant, shall be grounds for relief that may include, without intending tolimit the same or to constitute an election of remedies, an action to recover fines and penaltiesas determined by the Board, sums due for damages, an injunction, or any combination thereof,and which relief may be sought by the Association, an aggrieved Lot, Home or Unit Owner, orby any person or class of persons adversely affected. Also, if any Member fails to perform anyobligation under the Act, the Restrictions, these Bylaws, the Articles or such rules andregulations as hereinafter promulgated, then the Association may, but is not obligated to,perform the same for the member's account, and for such purpose may enter upon his Lot,Home or Unit, may make necessary repairs, advance expenses or other sums necessary to curethe default, and for such expenses and costs may levy a special assessment against the Lot,Home or Unit owned by such defaulting member. The Association also shall be entitled tosuspend the right of a defaulting Lot, Home or Unit Owner to use the Common CommunityAreas and its facilities until the default is cured.

X.2. Notice of Default and Failure to Cure. In the event of any such default orfailure, the Board shall serve upon or mail to the defaulting member, and to each FirstMortgagee of that member's Lot, Home or Unit when required under Section IX.7 of theseBylaws, a written notice specifying the nature of the default or failure, the cure thereof, andthe time within which the cure shall be effected, Within the time limit specified in the notice,the defaulting member may cure the default or failure specified, or serve upon or mail duringthe specified cure period a written notice to the Board requesting a hearing before the Board. Ifa hearing is so requested, the Board shall thereafter serve upon or mail to the defaultingmember, and to each First Mortgagee which was entitled to notice of the default as aboveprovided, a notice specifying the time and place for such hearing. At the hearing, anadjudicatory panel appointed by the Board in accordance with N.C.G.S. 47F-3-107.1 shall takesuch evidence and hear such testimony as it deems necessary or desirable. The Board shall notexercise any remedies to obtain relief from the default until the hearing is over and theadjudicatory panel has made its determination and served upon or mailed the same to thedefaulting member and each such First Mortgagee. The hearing may be continued from time totime as determined by the Board. Upon taking such evidence and hearing such testimony, theBoard, at the hearing or at such later time, shall determine, in writing, and at its sole option, towaive the default in whole or in part, to extend the time within which the default may becured, or to proceed immediately to levy a fine or penalty, or to exercise any one or more ofthe remedies available to the Board due to such default. The Board shall serve upon or mail to

the defaulting member, and to each such First Mortgagee which was entitled to notice of thedefault as above provided, a copy of its determination. A violating party shall have thirty (30)days to appeal a decision of the adjudicatory panel to a court of law and failure to file saidappeal within thirty (30) days after receipt of the hearing determination or notice of defaultand cure if a hearing is not requested shall bar any challenges or any causes of action broughtafterwards by said party. The adjudicatory panel's finding of default shall be conclusive in acase of a party's failure to appeal within the above prescribed time. If the defaulting member(i) does not cure the default or request a hearing within the time limit specified in the originalnotice of default given pursuant to this Section, or (ii) so requests a hearing, but fails to curethe default (to the extent not waived by the Board) within the extended time, if any, granted bythe Board after hearing, then the Board shall serve upon or mail to the defaulting member, andto each such First Mortgagee which was entitled to notice of the default as above provided, awritten notice of such member's failure to effect a cure, and the Board may then proceed totake such action as it deems necessary to obtain relief.

X.3. Remedy of Abatement iq Addition to Other Remedies. In the event a Memberfails to effect the cure specified by the Board within the time period set out in Section X.2.hereof, where the default is a structure, thing, or condition existing in or on the premises of theMember's Lot, Home or Unit, the Board, or its duly authorized representative, shall have theright to enter upon the premises of the Member's Lot, Home or Unit in which, on which, or asto which, such default exists, and summarily to abate and remove; at the defaulting Member'sexpense (and levy an assessment therefor as provided in Section X.1. hereof), the structure,thing, or condition constituting the default, and the Board, the Association, and their agents,employees, and representatives shall not thereby be deemed guilty of any manner of trespass.

X.4. Injunction. Any person or class of persons entitled to seek relief for any suchdefault or failure may obtain a temporary restraining order, injunction or similar relief,without first using the procedure established by Section X.2 hereof, if such default or failurecreates an emergency or a situation dangerous to persons or property.

X.S. Recovery of Attorneys' Fees and Costs. In any proceeding arising because of analleged default by a Member, the prevailing party shall be entitled to recover the costs of suchproceeding and such reasonable attorneys' fees as may be allowed by the court, with interestthereon at the highest rate allowed by law at the time the costs are incurred, from the datessuch costs are incurred until paid.

X.6. Nonwaiver of Covenants. The failure of the Association or of any member thereofto enforce any term, provision, tight, covenant, or condition that may be granted by theRestrictions, these Bylaws, the Articles, the rules and regulations or the Act, as the same mayfrom time to time be amended, shall not constitute a waiver or abrogation of the right of theAssociation or a member to enforce such term, provision, right, covenant, or condition in thefuture, irrespective of the number of violations or breaches thereof that may have occurred.

X.7. Assessment Liens. Assessment liens shall be enforced pursuant to Article IXhereof and not pursuant to this Article X.

ARTICLE XIAmendment

During the Developer Control Period, the power to alter, amend, or repeal the Bylawsor adopt new Bylaws shall be vested in the Board with Developer approval being necessary forany particular change. After the Developer Control Period has expired, the amendment ofBylaws or adoption of new Bylaws can only occur at a regular meeting of the Members andshall require: an affirmative vote of sixty-seven percent (67%) of all of the Members of theAssociation who own Lots, Homes and Units subject to such changes.

ARTICLE XIISection Committee

The Board, or separate governing documents for each specific section of the Community,shall establish a Committee to be charged with governance of issues relating exclusively to suchspecific section of the Community. Such Committee shall be comprised exclusively of MembersOwning Lots, Units or Townhomes within such section.

ARTICLE XIIIGeneral Provisions

XII.1. Rules and Regulations By the Board. The Board, including the first Board, maypromulgate from time to time such rules and regulations as it deems reasonable and necessarygoverning the administration, management, operation and use of the Community Property soas to promote the common use and enjoyment thereof by Lot Owners and Occupants and forthe protection and preservation thereof.

X.11.2. Rules and Regulations By the Association. After the Developer Control Periodhas expired, any such rule or regulation adopted by the Board may be amended, modified, orrevoked, and new and additional rules and regulations (subject to the same application allowedin Section X11.1. may be adopted, by Members at an annual or special meeting of theMembers. Any such act of the Members shall control over any contrary rule or regulation thenor thereafter adopted by the Board.

X11.3. Uniform Application of Rules and Regulations. All rules and regulations shallbed uniformly applicable if it is determined that such unequal or non-uniform application is inthe best interest of the Association or if equal and uniform application is not reasonable orpracticable.

XII.4. Copies of Rules and Regulations. Copies of all such rules and regulations and anyamendments thereto shall be furnished to all Members, and a copy shall be posted or otherwisemade available to Members at the office of the Association. However, failure to furnish, or post,or make available, such rules or regulations shall not affect in any way their validity orenforceability.

XL1.5. Parliamentary Authority. Robert's Rules of Order, Newly Revised, shall governthe conduct of Association proceeding when not in conflict with the Restrictions, theseBylaws, the Articles, the Act, or any statutes of the State of North Carolina applicable thereto.The President of the Association shall have the authority to appoint a parliamentarian.

X11.6. Compliance with the Act: Conflict: Severability. These Bylaws are establishedin compliance with the Act. Should any of the terms, conditions, provisions, paragraphs, orclauses of these Bylaws conflict with any of the provisions of said Act, the provisions of saidAct shall control unless the Act permits these Bylaws to override the Act, in which event theseBylaws shall control. In the case of any conflict between the provisions of these Bylaws andthe Restrictions, the Restrictions shall control. If any term, provision, limitation, paragraph, orclause of these Bylaws, or the application thereof to any person or circumstance, is judiciallyheld to be invalid, such determination shall not affect the enforceability, validity, or effect ofthe remainder of these Bylaws, or the application thereof to any other person or circumstance.

X11.7. Form of Notice. Whenever in the Restrictions, the Act or these Bylaws it shallbe required or permitted that notice or demand be given or served on the Association or a Lot,Home or Unit Owner or a First Mortgagee or other party entitled to notice, such notice ordemand shall be given in writing by registered or certified mail, postage prepaid, to therespective addresses as hereinafter set forth. All notices or demands provided under the termsof the Restrictions, the Act or these Bylaws shall be effective when actually received by aparty entitled to notice or when attempted to be delivered as authorized above. The addressesof a party entitled to notice may be changed, from time to time, by either party serving noticeas above provided.

ARTICLE XIIIEffective Date

These Bylaws are effective as of the day of , 2007, and shall remaineffective until amended in accordance with the terms set forth in the Declarations and herein.

THE VISTAS OF WESTFIELD, LLC.

By: Bruce M. Alexander, President

THE VISTAS OF WESTFIELD COMMUNITY ASSOCIATION, INC. LIFESTYLE PROPERTY MANAGEMENT - 2 WALDEN RIDGE, SUITE 90 • ASHEVILLE, NC 28803

COMMUNITY RULES AND REGULATIONSRevised September 2017Effective October 1, 2017

The unique appearance of The Vistas of Westfield is created through carefully craftedarchitectural and landscape plans (base plans) that blend with the beautiful surroundinggeography. These rules and regulations are intended to maintain this "unified look" in order topreserve and enhance the value of our properties. It is also desirable to afford individual ownersan opportunity to add personal touches that compliment, but do not overwhelm, the base plan norcreate a look that is out of character with the rest of the community. Some restrictions such aslimiting attachments to building exteriors, fences, retaining walls, etc. are to prevent prematurecostly repairs or replacement. Others like the quantity and size of non-plant ornamentation andplant height limitations promote good neighbor policy and prevent obscuring views.

All unit owners are required by the Community Covenants to adhere to rules and regulationsestablished by the Property Owners Association (POA) including their family members, guestsand renters. The POA Board of Directors and its Committees will monitor owners' compliance,review written requests for changes and advise management of violations for enforcement. Theywill also work closely with the POA's landscape contractor, monitoring performance and makingrecommendations for seasonal beautification and longer-term improvements to the base plans.

I. GENERAL

1. Pets: Only dogs, cats, birds, fish, and other such animals as approved by Association maybe kept and maintained in the dwelling unit. The Community Association shall haveexclusive discretion in determining the permissible numbers, size and nature of pets. Asof the October 1, 2017 revision of these Rules and Regulations, the number of dogs islimited to two per unit, with those owners having more than two dogs prior to October 1,2017 being grandfathered per documentation provided to the management company.When outside, all pets must be on a leash, shall not be left unattended, and shall notbecome a nuisance. Pet owners are responsible for cleaning up their pets' solid waste.

2. Changes to the Exterior: Any changes made to the exterior of the unit, permanent ortemporary, must be requested of the Board of Directors in advance. This includes baseplantings, pedestrian lighting, satellite dishes, exterior doors (other than the pre-approved doors), stepping stones, etc. The form to request changes is attached to thisdocument and can be attained through the management company and the SenEarthCowebsite.

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3. Motor Valdes: All motor vehicles must be maintained in proper operating condition andin a condition so as not to be a nuisance by noise, exhaust emissions or otherwise.

4. Parking: No parking of unlicensed, un-inspected or inoperable vehicles shall be allowedon the property. No overnight parking of any motor vehicles shall be allowed on streetswithin the property. Campers and boats may be parked in driveways within twenty-fourhours before and after such time they are used. Residents of dwelling units may washmotor vehicles.

5. Signs: No signs of any kind shall be displayed in public view on any lot, except one signof not more than (6) square feet advertising the property for sale can be placed in awindow.

6. Trash Receptacles: Trash containers must be stored inside. Trash shall be put out noearlier than the evening prior to the regular trash collection day. Trash containers shouldhave a tight lid due to animals.

7. Rentals: No dwelling unit shall be rented for a period of less than twelve (12) months.Any owner who rents a dwelling unit has an affirmative obligation to immediately reportsuch rental to the association management company including the period of the rentalalong with the names and telephone numbers of the tenants. A copy of any lease shallalso be provided to the Association prior to allowing occupancy of any unit to a non-owner. Owners transfer amenity usage privileges to their tenants unless otherwiseprovided in writing to the management company.

8. Trade or Business: No trade or business shall be carried on upon any lot or tract, but thisrestriction shall not prohibit a home occupation which does not cause any noxious oroffensive activity and which does not significantly increase traffic within the property.

9. Peaceful Enjoyment of the Property: No owner shall make or permit any disturbing noisesin the building by himself, his family, pets, tenants, employees, agents and visitors, nor do orpermit anything by such persons that will interfere with the rights, comforts orconvenience of other owners. No improper, offensive or unlawful use shall be made of anyunit or the common grounds and all valid laws, ordinances and regulations of allgovernmental bodies having jurisdiction shall be observed.

10. Proof of Insurance: Owners shall maintain proof of insurance for their unit with themanagement company per the CC&Rs.

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IL CLUBHOUSE

1. When using the Clubhouse and its facilities, unit owners must accompany and areresponsible for guests. Owners must be present during a reservation and to closeup the Clubhouse at the end of a function.

2. Guests should not be given the code to lock/unlock the Clubhouse.3. Thermostat should be kept at 74 degrees when cooling and 68 when heating.4. No smoking inside the clubhouse.5. No pets inside the clubhouse or pool area. Service animals must be registered inadvance with the property management company.

RULES FOR PARTIES/FUNCTIONS IN THE CLUBHOUSE:1. All parties must be approved in advance using the clubhouse reservation form

found on the SenEarthCo website.a. Reservations are not available for the pool area. The pool and fitness

centers will be available to owners at all times, regardless of reservations inthe clubhouse.

b. Reservations should be for community members and community eventsand clubs. The clubhouse is not available for outside groups to use or rentand is not available for income generating events. Events held at theclubhouse are not to be publicly advertised other than to other Associationmembers.

2. After the function, the Clubhouse must be cleaned [countertops, sinks and floors(if spills) should be wiped clean], trash removed, all furniture restored to itsoriginal position, perishable items removed and the thermostat returned toprevious setting.

3. Minor children must be supervised by an adult, at all times.4. The exercise room and pool area is off-limits to children under 16, unless

supervised by an adult.5. Dishes should be cleaned and put away before leaving.6. All coffee pots and other appliances should be unplugged — fireplace, lights and

oven/range should be turned off.7. All doors should be locked before leaving for the evening.

III. GROUNDS

a. Activities allowed without prior approval-

1) Residents are permitted to plant seasonal flowering annuals in the mulch beds next to their unit.Additionally, perennials maybe placed in the beds inside of the sidewalk. Moderation in plantTELEPHONE FAX WEB-SITE828-274-1110 828-274-1006 WWW.LIFESTYLEPROPERTYMANAGEMENT.NET

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quantity, variety and size (less than 2 ft. in height) is encouraged. No fruits or vegetables are allowed.Owners are responsible for repairing mulch that is disturbed, maintenance of such plantings and theirremoval at the end of the season. Similar plantings in small decorative pots (no more than two (2) may beplaced outside the unit entrance.

2) Non-plant ornamentation will be limited. Residents will be allowed 1 Shepherd's hook (either 3ft or6ft size) — no more than double hooks. Statuary is limited to 3 items (as described in section III.c.GROUNDS activities that are restricted). Birdfeeders, except for Hummingbird feeders, are prohibited forsafety reasons because of the visiting bears. No fountains or sprinkler systems will be allowed. All itemsmust be placed so they do not interfere with landscape maintenance.

3) Owners may decorate for the holidays with lights on the unit, holiday wreaths on doors, garlands onpatio fences and decorations within the sidewalk area. The following are prohibited for decorating:inflatables, penetrations to the building, door, roof or walls, and items on top of the roof. Holidaydecoration should not be put up more than 30 days prior to the holiday and must be removed with 20days of the holiday.

b. Activities requiring prior approval-

1) No changes to the landscape beds including additions, moving, removal or substitutions of baseplantings are allowed without prior approval. When additions to landscape beds are approved, currentand future owners are responsible for the ongoing maintenance, including mulch. Individual writtenrequests that are in keeping with the "unified look" will be considered. No plantings of any kind may bemade to other common areas such as hillsides, park, fences, retaining walls, outsides of patios andsidewalks, etc. without prior approval.

2) No owners, guests or renters shall employ an outside lawn maintenance company or contractor toperform any work on the common property without written approval. No owners, guests or renters willinterfere with or give instructions to the POA's landscape contractor. Requests for the landscapecontractor should go through the management company.

3) No changes, including colors, to the exterior of buildings or other common improvements such asfences, retaining walls, park, clubhouse, etc. may be made without approval. Skylights must be approvedin advance. Skylights installed are owner responsibility to maintain and any roof leaks caused by theskylight intrusion will be charged back to the owner. All exterior repairs and replacements, except forglass, screens and locks, are the responsibility of the POA and all requests for such work should be madeto the POA through the management company.

c. Activities that are restricted-

1) Due to their fragile nature, climbing or descending the grassed banks, cutting of the "Love Grass" oradding any other plantings to the banks is prohibited

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2) No change to the mulch, which is to be uniform in color and texture throughout the community.

3) No discarding of litter, pet waste or any other trash on the common property or in clubhouse or pooltrash containers.

4) No installation of signs, plaques or decorations that require penetration of external building surfaces,fences or retaining walls.

5) No plantings on or against exterior walls, fences or retaining walls that will cause prematuredegradation.

6) No Bird feeders — see section Illa(2).

7) Bird baths and wind chimes are not allowed.

8) Those wishing to display the American flag or State of North Carolina flag may do so in a free-standingholder or a holder affixed to a patio fence post. Flags are to be no larger than 4 feet by 6 feet, and mustotherwise be maintained in a manner consistent with the patriotic customs set forth in 4 U.S.S. sections5-10.

9) Statuary is limited to three items. Three small pieces of a like kind (such as frogs, etc) groupedtogether can be considered a single item.

IV. POOL/POOL AREA1. The following prohibitions must be observed: NO: diving, running, boisterous orrough play, wheeled toy vehicles, glassware, breakable items, loud music, animals,electrical equipment of any kind. Pets are prohibited by the State Health Departmentregulations.2. There are no lifeguard or attendants on duty; therefore, users swim at their own

risk.3. Exterior doors to pool area should be kept closed except to pass through.4. Since water is a ready conductor of electricity, to avoid risk of death or injury,

pool should not be used during an electrical storm.5. Children should be supervised by an adult at all times.6. Each person using the grill must clean it with a grill scraper /brush after cooking is

completed. When grill is cool, please put cover back on. Report items such asbroken parts, out of gas, etc. to management.

7. To be courteous of others, the use of inflatables is limited to use when no otherpersons are using the pool.

8. Guests are limited to four per residence and an owner of that residence is to bepresent with their guests.

V. PROCEDURES

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Voluntary compliance is anticipated. Exterior change request forms are available from thePOA. Adherence to the planting and ornamentation guidelines is expected. If you believe youhave an existing situation that requires special consideration a request for change form shouldbe submitted explaining the special circumstance and the relief sought. Owners who are inviolation will be given written notification of specific defaults and a time period forcompliance.

Currently the management company for The Vistas of Westfield is:

Lifestyle Property Management2 Walden Ridge, Suite 90Asheville, NC 28803

Tel: (828) 274-1110

Fax (828) 274-1006

24-hour (after hours) emergency pager: 691-4278

TELEPHONE FAX828-274-1110

WEB-SITE828-274-1006 www.LIFESTYLEPROPEPTYMANAGEMENT.NET

REQUEST TO CHANGE EXTERIOR ATTHE VISTAS OF WESTFIELD COMMUNITY PROPERTY OWNERS'

ASSOCIATION, INC.

This form is to be used to request permission to make changes to the exterior at THE VISTAS OF WESTFIELDSENDTHIS FORM TO: Lifestyle Property Management, LLC, 2 Walden Ridge Drive, Suite 90, Asheville, NC28803 Attention Manager" for presentation to the appropriate Committee and for record keeping purposes. In the normalcourse of business, requests will be considered at the committee or board of directors meeting. Although this is not acomplete list, some common examples of exterior changes are: satellite dish installations, window replacements, plantings,etc.

Please call (828) 274-1110 if you have a question about whether or not this form should be used.

Following initial approval, it may be necessary for you to submit a detailed plan of the change. Our recommendation tothe homeowner is that you verify the contractor's insurance coverage. The contractor can provide you with an insurancecertificate with their coverage listed. If requested, send this information to Lifestyle at the above address before anywork is started.

TAKE NO ACTION UNTIL WRITTEN APPROVAL IS RECEIVED AND ALL CONDITIONS MET.

NAME: DATE:

ADDRESS: PHONE:

I request permission to have the following changes made to the exterior of our VISTAS OF WESTFIELD home/property.(Attach sketches or, for structural changes, architectural drawings.) (Attach additional paper asnecessary.)

Identify Contractor(s) (Name, Business Name, Phone Number), if necessary:Is/are Contractor(s) insured for Liability ($300,000) Minimum) and Workers Compensation as required by NCState Law?

************************************FOR OFFICE USE ONLY*****************************

Date copies to Chairman & Director:

Date of Action by Committee

Conditions:

Approved Disapproved Conditionally Approved

Date Unit Owner Notified

Manager Signature