No lot located within the subdivision shall ever be used for business,
manufacturing, commercial, or professional purposes, it being intended that all lots shall be used
for residential purposes only. No mobile home, modular home, or other manufactured housing
shall be allowed to be placed, located. or constructed on any of the lots in the subdivision. Houses
shall contain a minimum of 2,200 heated square feet, must be built on a crawl space, and must be
constructed according to ARC Guidelines. The front elevation must have some decorative
features such as quoin comers, a soldier course, jack arches, or some other similar features.

Developer reserves the right to construct apartments, duplexes, triplexes, townhouses,
condominiums, or any other type of multi-family residential development as allowed by law,
within the subdivision or on tracts adjacent to the subdivision, and to record such plats as
necessary to re-plat any lots that shall be converted to multi-family use.

Since the establishment of standard inflexible

building setback lines for the location of units on lots tends to force construction of units directly

to the side of other units with detrimental effects on privacy, views, preservation of important

trees and other vegetation, ecological, and related considerations, no specific setback lines are

established by these restriction. In order to assure, however, that the foregoing considerations are

given maximum effect, the Owner or its duly appointed agent or agents reserve the right to control

and approve absolutely the site and location of any structure upon any lot. All houses must

comply with applicable local county and municipal setback requirements as depicted on the

recorded plat of the subdivision.

Unless specifically approved in writing by the Owner or the designated agent of the Owner as hereinafter provided,
no structure of a temporary character, trailer, basement, tent, shack, garage apartment, barn, or
other outbuilding shall be erected on any lot or used as a residence thereon. This restriction shall
not be applicable to a temporary construction trailer used by a builder while a residence is being
built on the lot, so long as such trailer is not used as a residence or living quarters.
In the event that the Owner or its designated agent shall approve such placement of a
structure as herein provided, the structure shall be constructed of the same materials and be of the
same design as the residence located on that lot. Should such structure encroach upon any of the
common areas or limited common areas, there shall be an easement reserved upon such common
areas or limited common areas for the location of such structure as hereinafter provided.

The design of all buildings erected or moved onto any lot and all landscaping plans shall be subject to the approval of an
Architectural Control Committee selected by the Owner, or of some person or persons designated
by the Architecturnl Review Committee to pass upon said designs. The initial committee shall
consist of Dennis H. Sullivan, Jr. and Andrew Sandman. These persons shall be the only
members of the committee, and they shall not be replaced until all of the houses to be built on all
lots have been approved and completed, at which time the Association shall appoint the
Committee. Upon written request of a lot owner for approval of construction plans and/or
landscaping plans, which request shall be by the submission to the Committee of a full and 

complete architectural and landscaping package containing blueprints, drawings, site plans,

construction specifications, and such other documents as the Committee may request, the
Architectural Review Committee or its duly authorized agent, or such other person or persons who
shall have been selected by the Committee, shall have thiny days within which to approve or
disapprove such plans. In the event of failure to approve or disapprove such plans within thiny
days, such approval will not be required; but the design of the proposed building and the
landscaping must be in hannony with the existing structures and landscaping in this subdivision.
BEAU RN AGE PLANTATION HOMEOWNERS ASSOCIATION shall not be responsible for
approvals required under this section and, more specifically, shall have no control or authority
over building design or landscape design on any of the lots subject hereto.

The construction materials used for any residence
or other structure upon any of the.lots must be approved in writing by the Architectural Control
Committee or by such person or entity as the Architectural Control Committee may direct. No
exterior colors may be changed without the written pennission of the Architectural Control
Committee, or of such person or entity as shall be authorized by the Archltectural Control
Committee to approve a change of the exterior colors. It is the express intention of the Owner to
maintain a uniform plan of development with respect to design, size, type, cost, and general
appearance of all structures upon the lots in the subdivision.
Construction activity on a lot within the subdivision shall be confined to the boundaries
of the lot. Each Lot owner shall have the obligation to collect and dispose of rubbish and trash
resulting from the construction on the lot at such time and upon such schedule as is required by
the Architectural Control Committee and to make any repairs to the roads in the subdivision
damaged by construction vehicles. All requests for approval of plans and construction of any
residence on any lot shall be accompanied by a $2000.00 deposit to be used for the collection and
disposal of said rubbish and trash in the event that the lot owner or builder should fail to do so,
and to repair any road damage caused by the lot owner or builder should such repairs not be made
by the owner or builder. Upon completion of construction and the collection and disposal of trash
and rubbish as provided herein, and/or the repair of any road damage as described herein, the
$2000.00 deposit shall be returned to the owner or builder making such deposit.
Prior to the completion of a house being constructed on lots 1 through I 6, the builder or
owner of such house shall be responsible for the construction of a sidewalk within the street rightof-
way, which sidewalk shall be uniform with the existing sidewalks installed elsewhere in the
subdivision by the Developer, with a minium width of four (4) feet. Such sidewalk must be
completed prior to the issuance of a Cenificate of Occupancy for the house being constructed on
the lot. The sidewalk shall count toward the impervious serfurace requirments contained in
paragraph 29 hereof. The return of the aforesaid deposit by the Developer to the builder shall be
contingent on the completion of the said sidewalk.

It shall be the duty of each
homeowner or occupant to keep his or her property (or that of the occupant’s landlord) in a neat
and tidy condition, well maintained, with no unsightly debris or litter or the like in view. No
homeowner or occupant shall place on his lot, or cause or allow to be placed on his lot, any kind
of statue, sculpture, “object d’art”, yard decoration, artificial wildlife, or any other similar type of
object. No noxious or offensive trade or activity shall be carried on or maintained on any lot, nor
shall any activity be conducted which constitutes an annoyance or nuisance to the neighborhood.
Any oil stains or similar spills on driveways or other roadways shall be immediately cleaned up or
removed by the lot owner responsible for such stain or spill. If such stain or spill is not
immediately cleaned up or removed, the Homeowners Association as hereinafter established shall
clean up or remove the stain or spill and the cost of such cleanup shall be assessed against and collected 

from such responsible lot owner in the same manner as assessments are assessed and
collected as herein provided.
From the date of the conveyance of a lot from the Developer to a lot owner, and regardless
of whether the lot is vacant or a dwelling is completed on the lot, each lot owner must maintain
their lot in such manner as is reasonably consistent with the standards of the other lots in the
subdivision. At a minimum, (1) each lot must be mowed free of grass taller than eight inches (8″),
(2) all tree limbs from the ground up to six feet shall be removed from trees, and (3) all limbs,
leaves, fallen trees, trash, refuse, garbage, and other such debris must be immediately and
regularly removed from the lot. In the event of a dispute as to the “standards of the other lots in
the subdivision”, the Developer shall make the final decision as to such standards. In the
discretion of the Developer, this responsibility may be turned over to the Association at any time.
If the lot owner should fail to maintain the lot as herein provided, the Developer or the
Association may cause such lot to be cleaned and maintained as herein provided, and the costs of
such cleaning and/or maintenance shall be charged to such lot owner, plus a service charge of
fifteen percent ( 15 % ) of such cost, and assessed and collected against the lot and the individual
lot owner as a special assessment pursuant to the regulations regarding liens and assessments as
hereinafter set forth in this Declaration.

All vehicles must be parked in driveways and no vehicles may be
parked at any time on lawns or common areas. No vehicles shall be parked on any roadway
overnight. No vehicle shall be allowed to block any street, roadway, or other access area Any
vehicles parked on lawns, roadways overnight, or common areas shall be subject to be towed at
the owner’s expense at the request of the Homeowners Association.

No inoperable vehicle or
vehicle without current registration, current state inspection sticker, current license plate, and
current insurance will be permitted on the premises, and no tractor-trailers or tractors for semi-rigs
will be permitted on the premises. The Association shall have the right to have all such vehicles
towed away at the owner’s expense.

All trash receptacles, lawn furniture, toys, lawnmowers, bicycles,
grills, stored materials, and other such similar personal property must be kept and stored out of
view from the street. All light bulbs or other lights installed in- any fixture located on the exterior
of any building or any lot shall be clear, white, or non-frost lights or bulbs. No colored bulbs or
lights will be allowed except during generally recognized holiday periods. The Association may
limit the amount of holiday lighting or the hours that such holiday lighting is lit in its sole
discretion.

No repairs to any vehicle may be made in driveways
unless such repairs may be completed in one day. During the course of repair work, no vehicle
shall be permitted to remain in any driveway on any type of jacks or stands more than one day.

The open storage of boats, motor
boats, personal water craft, campers, recreational vehicles, trailers, recreational trailers, motor
homes, or similar type vehicles is prohibited in Willow Glen Estates. These items must be stored
in an enclosed garage and not visible to persons on other lots, streets, or recreational areas.

No “garage sales”, “yard sales”, or rummage sales shall be allowed on any lot in the subdivision.

The Declarant shall cause to be constructed at the entrance to the
subdivision an entrance gate which shall remain open from 6 o’clock AM to 6:00 PM. At all
other times, the gate shall be closed and only opened electronically by the Lot Owners.

No, animals, livestock, or poultry of any kind shall be raised, bred, or
kept or maintained on the Property or in any Improvement thereto, except that a reasonable
number of domesticated household pets may be kept on any Lot, provided that such pet(s): (a) are
not kept for breeding or commercial purposes, (b) do not pose an unreasonable disturbance to
adjacent neighbors, do not unreasonably interfere with a Lot Owner’s peaceful enjoyment of their
Lot or of the Common Properties, and do not constitute a nuisance or annoyance to the
neighborhood; (c) do not pose an unreadsonable risk to the safety, health or wellbeing of adjacent
neighbors or to the heighborhood; ( d) can be, and are, restrained by a fence of not more than six
feet in height; (e) are reasonably restrained while outside of the residence; and (f) are not
pennitted access to an outside shelter which is (i) not approved by the Declarant (as long as Class
B membership exists), the Board of Directors or the Architectural Committee, or (ii) visible from
the street. The tenn “domesticated household pet,” as used herein, means, among other things,
that the pet regularly resides within the home on the Lot or is a pet of a kind or nature that is
capable of regularly residing within the home on the Lot. Notwithstanding the foregoing, the
following dog breeds are specifically prohibited from being kept or maintained on the Properties
or on a Lot: Rottweilers, Presa Canarios, Dobennans, Chow-Chows, Pit Bull Breeds (including
but not limited to American Pit Bull Terrier, American Staffordshire Terrier, and Staffordshire
Terrier) and Wolf Hybrids. Notwithstanding the foregoing, any animal with a bite history as
evidenced by documentation from a state or local animal control agency or other reliable medical
or veterinary records are specifically prohibited from being kept or maintained on the Properties,
or an a Lot. No pet shall be permitted upon the Common Area unless attended and carried or
leashed by a Person who can control the pet. All pets shall be controlled so as not to create a
nuisance or unreasonable disturbance (including but not limited to loud or excessive barking) on
the Property. All Owners and their respective tenants and invitees who own pets (collectively, the
“Pet Owners”) shall immediately clean up any waste on the Property from his/her pet. All Pet
Owners shall indemnify and hold the Declarant (during the Declarant Control Period) and the
Association harmless from any claim, action or demand against the Declarant or Association that
arises out of or results from any act of their pet. All Pet Owners shall promptly repair, at his/her
own cost, any damage to the Common Area caused by their pet. If any Pet Owner violates this
Section 8., the Declarant (during the Declarant Control Period) and the Association shall have the
right, but not the obligation, to require the Pet Owner to pennanently remove the pet from the
Property upon no less than ten ( 10) days prior written notice, in addition to any other remedy. In
addition, the Declarant (during the Declarant Control Period) and the Association shall
specifically have the power and authority to designate by rule from time to time, based upon
temperament, size, nature or tendencies, a list of animal breeds or types which shall be
additionally prohibited on the Property or on any Improvements thereto.

The Owner or the authoriz.ed agent of the Owner may construct a
fenced area adjacent to the houses or units for the use of the owner of that house or unit.
Maintenance of the fence and the fenced areas within the fences shall be the responsibility of the
owner of the house. All fences must be approved by the architectural control committee or its
assigns, and the written design gu_idelines shall be available from the architectural control
committee. No chain link, split real, or welded wire fences shall be allowed on any lot, and
no fence shall be erected in a manner so as to block the ,view of the golf course.

The Owner reserves for itself, its successors, and assigns, an easement in and right at any time in the future to grant a right of way under, over, and along the side, rear, and front property lines of each and every lot in the Subdivision, for the installation and
maintenance of poles, lines, conduits, pipes, and other equipment necessary to or useful for
furnishing electric, power, gas, telephone service, cable television, or other utilities including
water, sewer and storm water drainage. Also, easements for drainage and utilities are reserved as
shown on the recorded plat of the Subdivision. Owner reserves the right to make changes in and
additions to the above easements for the purpose of most efficiently and economically installing
improvements.

The general grading, slope, and drainage plan of a lot may not be
altered without the express written approval of the New Hanover County authorities and Owner,
and other appropriate agencies having authority to grant such approval.

Each lot owner shall maintain the exterior of all
buildings, walls, and other improvements on his lot in good condition and repair, and shall replace
worn and rotten parts and shall regularly repaint all painted surfaces and shall not permit the
roofs, rain gutters, down spouts, exterior walls, windows, doors, or other exterior portions of the
improvements to deteriorate in an unattractive manner. The maintenance referenced herein shall
be supervised and regulated by the WILLOW GLEN ESTATES AT BEAU RIVAGE
PLANTATION HOMEOWNERS ASSOCIATION, INC., as hereinafter provided and hereinafter
referenced as “The Association”. In the event that the lot owner shall fail to comply with these
maintenance requirements, the Association is hereby expressly authorized, and the lot owner
hereby expressly agrees, that said maintenance and/or repair may be effected by the said
Association with the expenses incurred for the same to be assessed against the individual lot
owner as a special assessment and subject to the regulations regarding liens and assessments as
herein set forth.

The Owner reserves for itself, its successors and assigns,
a temporary easement to place directional signs upon any of the lots in said Subdivision and upon
the street rights of way, in order to assist prospective purchasers in locating other lots or houses
which are for sale in the Subdivision, or in other future subdivisions coming out of adjoining
lands. The right to place and maintain such signs shall terminate when the last lot owned by the
Owner is sold.

Except for an 18″ x 24″ “For Sale” sign placed on a lot by the original builder of a house on a lot, and/or an “18 x 24” “For
Sale” sign placed on a lot by a realty company or real estate agent advertising the lot and house for
sale, no signs shall be allowed on any lots, in or on any houses, or on any of the rights of ways of
any street within the subdivision until the last lot owned by the Owner or Developer is sold.

The owner reserves the right to subject the real property in this
Subdivision to a contract with Progress Energy for the installation of underground electric cables
and/or the installation of street lighting, either or both of which may require an initial payment
and/or a continuing monthly payment to Progress Energy Carolinas by the owner of each lot.

Each lot in the Subdivision shall have one mailbox and this box shall be provided by the Builder. The design of such mailboxes shall be selected by the Developer. The maintenance of such boxes shall be the responsibility of the
homeowner.

To insure consistency and attractiveness with in the
Subdivision, white window treatments must be installed in all of the windows of all homes within ten ( 10) days of occupancy, such that the total view of all windows from the outside of the house is white window coverings. Window treatments inside of the house and not visible from the outside of the house or unit are in the discretion of the homeowner. Bed sheets, towels, blankets,
etc. are not considered acceptable window treatments.

Exterior television or radio antennae are not permitted.
Television or radio satellite dishes are permitted within the Subdivision, as long as they are not
visible from the street and are subject to ARC approval before installation.

The outdoor drying or airing of clothes and the erection of
outdoor clotheslines or similar devices on any lot in the Subdivision shall be subject to the
approval of the Owner, and then only when thoroughly concealed or screened from public view within a fenced yard area.

No fuel tanks or similar storage
receptacles located on any lot may be exposed to public view. Any such receptacles must be
installed only within a fenced area adjacent to the house or unit within the Subdivision and are
subject to prior ARC approval before construction.

(a) All water to be used in the Subdivision for domestic purposes shall be obtained
from Aqua North Carolina, Inc., unless other sources are approved by the City/County Board of
Health and the owner of the community water system, or their successors. An eight (8) foot radius
from each water meter shall be an easement for maintenance and repair of such meter.
Additionally, the front ten (10) feet of each lot is hereby reserved for utility easements.
The Developer hereby grants an easement to the community water and sewer company along all
streets and roads in the Subdivision for the purpose of installing, maintaining, repairing, and
replacing water and sewer lines.
(b) Sewage disposal systems shall be only into the Aqua North Carolina sewage
collection system or into such community system as shall be serving the subdivision.
(c) Should the Owner install a master lawn irrigation system for the common areas
of the Subdivision, or for any areas not reached by the individual systems as herein provided,
the maintenance, inspection, and operation of such system shall be the responsibility of the
Owners’ Association as hereinafter provided

(a) The Association, acting through its officers, agents, servants, and/or employees
shall have the right of unobstructed access at all reasonable times to all properties as may be
reasonably necessary to perform the exterior maintenance provided for by this Declaration.
(b) Easements are reserved over those portions of any lot that may be necessary or
required to accommodate overhanging eaves or other cantilevered construction which may
encroach upon such lot or lots, or the air and light space above such lot or lots.
(c) Each lot is hereby subjected to an easement for the repair, maintenance,
expansfon, reduction, inspection, removal, relocation, or other service of or to all gas, electridty,
television, telephone, water, plumbing, sewer, utility, and drainage lines or conveyances, whether or not the cause of any or all of those activities originates on the lot or unit in which the work must be performed.

(d) Each lot shall be subject to an easement for encroachments created by
construction, settling, and overhangs for all buHdings, structures, and other improvements
constructed by Owner, including but not limited to, sidewalks, walks. paths, patios, decks, fences,
parking areas and parking pads, driveways, stoops, porches, roofs, outbuildings, and other similar
appurtenances. A valid easement for such encroachments and for the maintenance of same, so
long as such encroachments stand, shall and does exist.
(e) In the event that ingress or egress to any lot or unit is through or across any other
lot, such lot is hereby subjected to an access easement for such owners’ ingress, egress, and
regress to and from such lot.
(f) Each lot adjacent to a golf course fairway or green shall be subject to the right
and easement for registered golf course players and their caddies to enter upon the unimproved
portions of any lot to remove a ball or play a ball, subject to the official rules of the golf course,
and such entry shall not be deemed a trespass onto said lot.
Notwithstanding the foregoing provision, golf course players and their caddies
shall not be entitled to enter upon any such lot with a golf cart or other vehicle, nor to spend an
unreasonable amount of time on any such lot or at any such dwelling, or in any way damage said
lot or create a nuisance while on any such lot.
(g) All easements and rights described herein are easements appurtenant, running
with the land, and shall be binding on the Owner, its successors and assigns, and any owner,
purchaser, mortgagee, and other person having an interest in said land, or any part or portion
thereof, regardless of whether or not reference to said easement is made in the respective deeds of
conveyance, or in any mortgage or trust deed or other evidence of obligation, to the easements and
rights described in this Declaration.

The owner of each lot acknowledges that owing property adjacent to
or in close proximity to a golf course involves certain risks which may have an effect on the
utilization or enjoyment of such lot. The Lot Owner acknowledges that such risks may include, as
examples and not as a limitation on the generality of such risks, golf balls being hit into or onto
the Lot, with the potential of causing bodily injury or death, or physical damage to property, and
further including golfers coming onto the Lot to look for errant golf balls. The Lot Owner hereby
expressly assumes such risks and agrees that neither Declarant nor any other entity owning or
managing the golf course shall be liable to any owner of any lot or anyone claiming any loss or
damage, including, without limitation, indirect, special or consequential loss or damage arising
from personal injury, destruction of property, trespass or any other alleged wrong or entitlement to
remedy based upon, due to, arising from, or otherwise relating to the proximity of any lot to the
golf course, including, without limitation, any claim arising in whole or in part from the
negligence of Declarant or any other entity owning or managing the golf course. The owner of
each lot hereby agrees to indemnify and hold harmless Declarant or any other entity owning or
managing the golf course against any and all claims by the owner of any lot and his guests,
invitees or licensees with respect to the above. Nothing in this paragraph shall restrict or limit any
power of Declar,mt or any other entity owning or managing the golf course to change the design
of the golf course, and such changes, if any, shall not nullify, restrict or impair the covenants and
dutie.s of the owner of lot contained herein.
Every Lot in the subdivision is burdened with an easement permitting golf ballsunintentionally to come upon the Lot and. for golfers or their caddies at reasonable times and in a
reasonable manner to come upon the exterior portions of the Lot to retrieve errant golf balls;
provided, however, if any lot is fenced or walled as approved in accordance with this Declaration
by the Architectural Control Committee, the golfer or caddie shall seek the owner’s or occupant’s
permission before entry. Declarant shall use his best efforts to have the entity managing or
operating the golf course conspicuously denote all property on any lot as out of bounds. Every lot
owner, by acceptance of delivery of a deed to a Lot, assumes all risks associated with errant golf
balls, and each such owner agrees and covenants not to make any claim or institute any action
whatsoever against the Developer, the golf course designer, owner, or operator, or any other party
relating to the design and utilization of the golf course relating to any errant golf ball, any
damages caused thereby, or for negligent design of the golf course or siting on the Lot.
The Beau Rivage Golf Course does not allow personal golf carts to be used on the golf
course. Such golf carts must be rented from the owner/operator of the Beau Rivage Golf Course.

(a) To provide for the maintenance, repair, upkeep and replacement of the
subdivision sign, streets, access easements, common area irrigation systems, street signs,
walkways, and landscaped common areas and easements in the Subdivision, the Developer has
fonned the WILLOW GLEN ESTATES AT BEAU RN AGE PLANTATION HOMEOWNERS
ASSOCIATION, INC., a non-profit corporation organized pursuant to Chapter 55A of the General
Statues of North Carolina The Association shall also be responsible for providing any necessary
liability insurance. The Articles of Incorporation for said corporation are recorded in the New
Hanover County Registry. The By-Laws for said corporation are attached hereto as Exhibit “A”,
and are incorporated herein by reference.
(b) Every owner of a fee simple title to a lot within the Subdivision shall be
deemed to own, possess and have accepted:
(1) A Class “A” membership in the WII.LOW GLEN ESTATES AT BEAU
RIV AGE PLANTATION HOMEOWNERS ASSOCIATION, INC., (Association), appurtenant to
his lot(s);
(2) An undivided equal interest with all other owners, for each membership in
the Association owned, in the Association and all of its assets;
(3) The duty of complying with and abiding by all of the provisions of these
Articles, the By-Laws of the Association and the Rules and Regulations of the Association,
including the payment of dues, assessments, and penalties as provided elsewhere herein.
(4) A right and easement of enjoyment, equal to that of all other owners, in
and to the common areas and amenities, which is appurtenant to the title to each lot, subject to the
right of the Association to dedicate or transfer all or any part of the common areas and amenities,
for such purposes and subject to such conditions as the Association may determine, acting by and
pursuant to the provisions of its duly enacted By-Laws.
(c) The Association shall have two classes of voting membership:
(1) Class “A”. Class A members shall be all lot and unit owners with the
exception of the Owner and shall be entitled to one vote for each lot or unit owned. When morethan one person holds an interest in any lot or unit, all such persons shall be members. The vote
for such lot or unit shall be exercised as they among themselves determine, but in no event shall
more than one ( 1) vote be cast with respect to any lot or unit.
(2) Class “B”. The Class B member shall be the Owner, and Owner shall be
entitled to three (3) votes for each lot or unit owned. The Class B membership shall cease and be
converted to Class A membership on the happening of either of the following events, whichever
occurs earlier:
A. When 75% of the units are deeded
to the homeowners, or
B. On December 31, 2015.

WILLOW GLEN AT BEAU RN AGE PLANf ATION
HOMEOWNERS ASOCIATION, INC. has heretofore been given the authority to administer the
operation and management of the property and to enforce these covenants, it being recognized
that the delegation of such duties to one entity is in the best interests of the owners of all lots
subject hereto to properly administer the operation and management of the subdivision. The
Association will incur, for the mutual benefit of all the owners of such lots, costs and expenses
sometimes herein referred to as “common expenses”. To provide the funds necessary for such
proper operation and management of the subdivision, and for the proper enforcement of these
covenants, the Association has heretofore been granted the right to make, levy and collect
assessments against the members of the Association and their lots. In furtherance of this grant of
authority to the Association to make, levy and collect assessments to pay the costs and expenses
for the operation of and the management of the association and for the enforcement of these
covenants, following shall be operative and binding upon the owners of all lots:
(a) The owner of any lot subject hereto, with the exception of the Owner, by
acceptance of a Deed therefore, whether or not it shall be so expressed in such deed, is deemed to
covenant and agree to pay to the Association:
(1 ) annual assessments or charges;
(2) special assessments for capital improvements
or special assessments as established by the
Board of Directors of the Association, such
assessments to be established and collected
as hereinafter provided;
(3) a nonrefundable working capital assessment
in the amount of three months of the annual
assessment, payable at the time of the purchase
of the property.
(b) The annual and special assessments, together with the interest, costs, and
reasonable attorney’s fees, if any, shall be a charge on the lots and shall be a continual lien upon
each lot against which they are levied. Each such assessment, together with interest, costs and
reasonable attorney’s fees, shall also be the personal obligation of the person or entity who is the
owner of such lot at the time when the assessment falls due. The personal obligation for
delinquent assessments shall not pass to any successor in title unless expressly assumed by him.

(c) The Owner shall not be required to pay regular annual assessments on any lot
owned by it prior to its sale.
(d) The assessments levied by the Association shall be used exclusively to promote the
recreation, health, safety and welfare of the residents in the properties and for the improvement,
maintenance, and repair of all easements, including, but not limited to, access easements,
landscaping easements and stormwater easements, utilities, irrigation systems, subdivision signs,
yard areas, parking areas, roads and walkways as herein provided. The funds arising from said
assessments or charges, may be used for any or all of the following purposes: maintenance,
repair, and improvement of the irrigation systems, drainage and utility easements, and rights of
ways; maintenance of any parking areas, walkways, and yard areas as herein provided, enforcing
these restrictions, and, in addition, doing any other things necessary, proper, or desirable in the
opinion of the Association to keep the property in neat and good order and to provide for the
health, welfare and safety of the owners and residents of the subdivision.
(e) The annual assessments for each ~alendar year shall be established by the Board of
Directors, and may be increased by the Board of Directors for any calendar year without approval
by the membership by an amount not to exceed twenty-five percent (25%) of the maximum annual
assessment of the previous year. The maximum annual assessment for any calendar year may be
increased without limit by a vote of two-thirds (2/3) of the Class A members who are voting in
person or by proxy at a meeting called for this purpose.
(t) In addition to the annual assessments authorized above, the Association may levy,
in any calendar year, a special assessment for purpose of defraying in whole or in part, any major
expense of the Association, provided that any such assessment shall have the assent of two-thirds
(2/3) of the vote of the Class A members who are voting in person or by proxy at a meeting duly
called for this purpose. All special assessments shall be fixed to the uniform rate for all lots and
may be collected on a monthly basis.
(g) Written notice of any meeting called for the purpose of taking any action authorized
under Paragraph 25(e) or Paragraph 25(t) set forth above shall be sent to all members not less
then ten (10) days nor more then (60) days in advance of the meeting. At the first such meeting
called, the presence of members or of proxies entitled to cast fifty-one percent (51 % ) of all votes
of the membership shall constitute a quorum. If the required quorum is not present, another
meeting may be called subject to the same notice requirement, and the required quorum at the
subsequent meeting shall be one-half ( 1/2) of the required quorum of the preceding meeting. No
such subsequent meeting shall be held more than sixty (60) days following the preceding meeting.
(h) The annual assessments provided for herein shall be collected no more frenquently
than a quarterly basis and shall commence as to all lots in the subdivision on the first day of the
month following recordation of the Declaration of Restrictions for the subdivision. The first
annual assessment shall be adjusted according to the number of months remaining in the calendar
year. Upon the closing of a lot subject hereto, there shall be an assessment due for the remainder
of the quarter in which the closing occurs, plus the amount of the assessment due for the
following quarter.
(i) Any assessment not paid within thirty (30) days after the due date shall bear interest
at the highest rate allowed by law from the date due until paid. The Association may bring an
action at law against the owner personally obligated to pay the same or foreclose the lien against
the lot and interest, costs, and reasonable attorney’s fee of such action or foreclosure shall be
added to the amount of such assessment.

G) The lien herein granted unto μie Association shall be enforceable from and after the
time of recording a claim of lien in the public records of New Hanover County, North Carolina,
which claim shall state the description of the lot encumbered thereby, the name of the record
owner, the amount due and the date when due. The claim of lien shall be recordable any time
after default and the lien shall continue in effect until all sums secured by said lien as herein
provided shall have been fully paid. Such claims of lien shall include only assessments which are
due and payable when the claim of lien is recorded, plus interest, costs, and attorney’s fees
thereon, all as above provided. Such claims of lien shall be signed and verified by an officer or
agent of the Association. Upon full payment of all sums secured by such claim of lien, the same
shall be satisfied of record. The lien provided for herein shall be subordinated to the lien of any
first mortgage or Deed of Trust and any person, firm, corporation or other entity acquiring title to
any lot by virtue of any foreclosure, deed in lieu of foreclosure or judicial sale, shall be liable and
obligated only for assessments as shall accrue and become due and payable subsequent to the date
of acquisition of such title, and it shall not be liable for the payment of any assessments which
were in default and delinquent at the time it acquired such title. In the event of the acquisition of
title to a lot by foreclosure, deed in lieu of foreclosure or judicial sale, any assessment or
assessments as to which the party so acquiring title shall not be liable shall be absorbed and paid
by all owners of all lots as part of the common expenses, although nothing herein contained shall
be construed as releasing the party liable for such delinquent assessment from the paytl)ent thereof
or the enforcement of collection of such payment by means other than foreclosure.
(k) The lien of the assessments provided for herein shall be subordinate to the lien of
any first mortgage. The sale or transfer of any lot or unit shall not affect the assessment lien.
However, the sale or transfer of any unit pursuant to mortgage foreclosure or any proceeding in
lieu thereof, shall extinguish the lien of such assessments as to payments which became due prior
to such sale or transfer. No sale or transfer shall relieve such lot or unit from liability for any
assessments thereafter becoming due or from the lien thereof.
(I) Mortgagees are not required to collect assessments, and the failure of the owner to
pay assessments shall not constitute a default under a mortgage.
(m) Upon the sale of seventy-five percent (75%) of all of lots subject to these
covenants, the owner will turn over control of the Association to the Board of Directors to be
elected by the membership in accordance with the By-Laws of the Association. Until such time,
however, the owner shall elect the Board of Directors of the Association.
(n) In order to enforce the terms of this Declaration, the Association shall provide
penalties for failure to obey the duties required by this Declaration, and such penalties shall be
assessed against each lot, be payable by the lot owners, and be collected by the Association in the
same manner as any other lot assessment provided for by the terms of this Declaration.
25. WILLOW GLEN SWIM CLUB In addition to the WILLOW GLEN ESTATES AT
BEAU RN AGE PLANTATION HOMEOWNERS ASSOClA TION, INC., the Developer has
heretofore created and established the WILLOW GLEN SWIM CLUB, INC., for the purpose of
providing recreational facilities and other amenities for the use and enjoyment by its members.
Every owner of a lot in WILLOW GLEN ESTATES AT BEAU RIV AGE PLANTATION and the
lot owners of any other developments which shall be specifically made members of WILLOW
GLEN SWIM CLUB, INC., shall be deemed to own, possess and have accepted:
(a) A Class “A” membership in the WILLOW GLEN SWIM CLUB (Club) which
membership shall be appurtenant to his or her lot and may not be separated therefrom;

(b) An undivided equal interest with all other members, for each membership in the
Club owned, in the Club and all of its assets;
(c) A right and easement of enjoyment, equal to that of all other members, in and to the
common areas, facilities, and amenities of the Club, which shall be appurtenant to the title of each
lot made subject hereto, subject to the right of the Club to dedicate or transfer all or any part of the
common areas, facilities, and amenities, for such purposes and subject to such conditions as the
Club man determine, acting by and pursuant to the provisions of its duly enacted By-Laws;
(d) The duty of complying with and abiding by all of the provisions of the Articles of
Incorporation, the By-Laws of the Club, and the rules and regulations of the Club, including the
payment of dues and assessments as provided in those documents.

To the extent permitted by law,
an Eligible Mortgage Holder, that is, a holder of a first mortgage or lien on a lot or unit who has
requested notice of certain matters from the Association, upon written request to the Association,
identifying the name and address of the owner and holder, will be entitled to timely written notice
of:
(a) Any condemnation, loss, or casualty loss which affects a material portion of the
project or any units on which there is a mortgage held by such Eligible Mortgage Holder.
(b) Any delinquency in payment of assessments or charges owed by an owner of the
unit subject to a first mortgage held by such Eligible Mortgage Holder which remains uncured for
a period of sixty days.
(c) Any lapse, cancellation, or material modification of any insurance policy or
fidelity bond maintained by the Association.
(d) Any proposed action which would require the consent of a specified percentage
of Eligible Mortgage Holders.
(e) In addition to the foregoing rights, the Eligible Mortgage Holders shall be
afforded the following rights subject to the extent permitted by law and as allowed by the North
Carolina General Statutes as they now exist or as they may be amended from time to time.
( 1) Any election to terminate the legal status of the project after substantial
destruction or substantial taking in condemnation of the project property
must require the approval of at least 51 % of the votes of the owners of
the units or lots subject to Eligible Mortgage Holders.
(2) Unless otherwise provided in the Declaration or Bylaws, no relocation of
interest in the common areas resulting from a partial condemnation or
partial destruction of the project may be affected without the prior
approval of Eligible Mortgage Holders holding mortgages on all
remaining units or lots whether existing whole or in part, and which have
at least 51 % of the votes of such remaining lots or units subject to
Eligible Mortgage Holders

It shall be the individual responsibility of each lot owner to maintain
casualty and liability insurance on his lot or unit, including the exterior. It shall be the duty of the Association to maintain in effect casualty and liability insurance as follows:
(a) Amount and scope of Insurance: All insurance policies shall be secured by the
Board of Directors or its designee on behalf of the Association with full authority, which shall
obtain such insurance against (1) loss or damage by fire or other hazards normally insured against,
and (2) public liability insurance. Such liability coverage shall be for at least $1,000,000.00 for
bodily injury, including deaths of persons and property damage arising out of a single occurrence.
Coverage under this policy shall include, without limitation, legal liability of the insured for
property damage, bodily injuries, and deaths of persons in connection with the operation of the
Association and its fulfillment of the duties and responsibilities set forth herein, and legal liability
arising out of lawsuits relating to employment contracts of the Association.
(b) Insurance provisions. The Board of Directors shall make diligent effort to ensure
that said insurance policies provide for the following:
(1) A waiver of subrogation by the insurer as to any claims against the
Association, any officer, director, agent, or employee of the Association,
the lot owners, and their employees, agents, tenants, and invitees.
(2) A waiver by the insurer of its right to repair and reconstruct instead of paying
cash.
(3) Coverage may not be canceled or substantially modified (including
cancellation for nonpayment of premium) without at least thirty days
prior written notice to the named insured.
( 4) Coverage will not be prejudiced by act or neglect of the lot owners when said
act or neglect is not within the control of the Association.
(5) The policy on the common areas cannot be canceled, invalidated, or
suspended on account of the conduct of any one or more individual lot
owners.
(6) The policy on the common areas cannot be canceled, invalidated, or
suspended on account of any officer or employee of the Board of
Directors without prior
demand in writing that the Board of Directors cure the defect and the
allowance of a reasonable time thereafter within which the defect may be
cured by the Association.
(c) Premiums. All insurance premiums for insurance for the benefit of the
Association purchased by the Board of Directors or its designee and any deductibles payable by
the Association upon loss shall be a common expense and the Association shall levy against the
owners equally, as an additional annual assessment, herein called “Insurance Assessment” which
shall be in addition to the amounts provided for herein, an amount sufficient to pay the annual
cost of all such insurance premiums.
(d) Proceeds. All insurance policies purchased pursuant to these provisions shall
provide that all pr~eds shall be payable to the Board as insurance trustee or to such attorney at
law or institution with trust powers as may be approved by the Board of Directors.

(e) Policies. All insurance policies purchased by the Board of Directors shall with a
company or companies permitted to do business in the State of North Carolina and holding a
rating of “A” or better by the current issue of Best’s Insurance Reports. All insurance policies
shall be written for the benefit of the Board of Directors and the lot owners and their mortgagees
as their respective interests may appear, and shall provide that all proceeds thereof shall be
payable to the Board of Directors and duplicates of said policies and endorsements and all
renewals thereof, or certificates thereof, together with proof of payment of premiums, shall be
delivered to the owners at least ten (10} days prior to the expiration date with respect to the then
current policies.
(f) Distribution of Insurance Proceeds. Proceeds of insurance policies shall be
distributed to or for the benefit of the beneficial owners in the following manner:
(1) Expenses of Trust. All reasonable expenses of the insurance trustee shall be
first
paid or provisions made therefore.
(2) Reconstruction or Repair. The remaining proceeds shall be used to defray the
cost of repairs for the damage or reconstruction for which the proceeds
are paid. Any proceeds remaining after defraying such cost shall be
distributed to the beneficial owners, including lienholders of record, or
retained by the Association for such common expenses or purposes as the
Board shall determine.

(a) The Association shall maintain blanket fidelity bonds for all those officers, directors,
employees, and all other persons handling or responsible for funds of the Association. If the
Association shall delegate some or all of the responsibility for the handling of its funds to a
management agent, such fidelity bonds shall be maintained by such management agent for its
officers, employees, and agents handling or responsible for funds of or administered on behalf of
the Association.
(b) Amount of Coverage. The total amount of fidelity bond coverage required shall be
based upon best business judgment and shall not be less than the estimated maximum of funds,
including reserve funds, in the custody of the Association or the management agent, as the case
may be, at any given time during the term of each bond. However, in no event may the aggregate
amount of such bonds be less than a sum equal to three months aggregate assessments on all units
plus reserve funds.
(c) Other requirements. Fidelity bonds required herein must meet the following
requirements:
(1) Fidelity bonds shall name the Association as an obligee.
(2) The bonds shall contain waivers by the issuers of the bonds of all
defenses based upon the exclusion of persons serving without
compensation from the definitions of “employees”, or similar terms of
expressions.
(3) The premiums on all bonds required herein for the Association (except
for premiums of fidelity bonds maintained by a management agent for its officers, employees, and agents) shall be paid by the Association as a
common expense.
(4) The bonds shall provide that they may be cancelled or substantially
modified (including cancellation for non-payment of premium) without at
least ten (10) days prior written notice to the Association, to any
insurance trustee, and each Eligible Mortgage Holder.

(a) The following covenants are intended to ensure ongoing compliance with State
Stormwater Management Permit Number SW8 050824 as issued by the Division of Water Quality
under NCAC2H.1000.
(b) The State of North Carolina is made a beneficiary of these covenants to the extent
necessary to maintain compliance with the stormwater management permit.
(c) These covenant are to run with the land and be binding on all persons and parties
claiming under them.
(d) The covenants pertaining to stormwater may not be altered or rescinded without
the express written consent of the State of North Carolina, Division of Water Quality.
(e) Alteration of the drainage as shown on the approved plan may not take place
without the concurrence of the Division of Water Quality.
(f) The maximum allowable built-upon area per lot is as follows: 4,025 square feet
for lots 71 and 72; 4,050 square feet for lots 66 and 67; 4,100 square feet for lots 65, 68, 69, 70,
74, 75, 76, 77, 79 and 80; 4,200 square feet for lot 16; 4,400 square feet for lots 73 and 78; 4,450
square feet for lot 1; 4,500 square feet for lot 4; 4,650 square feet for lots 6, 7, 8, 9, 10, 11, 12, 13,
14 and 15; 4,850 square feet for lots 2 and 5; and 5,000 square feet for lot 3. This allotted
amount includes any built-upon area constructed within the lot property boundaries, and that
portion of the right-of-way between the front line and the edge of the pavement. Built-upon area
includes, but is not limited to, structures, asphalt, concrete, gravel, brick, stone, slate, and
coquina, but does not include raised, open wood decking, or the water surface of swimming pools.
(g) Filling in or piping of any vegetative conveyances (ditches, swales) associated
with the development except for average driveway crossings, is strictly prohibited by any persons.
(h) Each lot will maintain a 30′ wide vegetated buffer between impervious areas and
surface waters.
(i) All roof drains shall terminate at least 30′ from the mean high water mark of
surface waters.
(j) Each designated curb outlet swale or 100′ vegetated area shown on the approved
plan must be maintained at a minimum of 100′ long, maintain 5:1 (H:V) side slopes or flatter,
have a longitudinal slope no steeper than 5%, carry the flow from a 10 year storm in a non-erosive
manner, maintain a dense vegetated cover, and be located in either a dedicated common area or a
recorded drainage easement.

(a) The Developer hereby reserves the right to annex additional land within an area
of three miles from the property described without the consent of the Class A members within ten
(10) years of the date of this instrument provided that HUD, the FHA, or VA determines that the
annexation is in accord with the general plan hereto approved by them. Any property annexed for
such purpose will be subject to and under the jurisdiction of the Association and shall be
designated as consecutively numbered phases or such other similar designations for any additional
phase added.
(b) The rights reserved by the developer also include the power to amend this
Declaration of Restrictions to subject any property described above to the jurisdiction of the
Association and to the rights and obligations of this Declaration of Restrictions without the
consent of Class A members, subject, however, to approval by the Department of HUD or the
Veterans Administration.

So long as there is a Class B Membership, annexation of
additional of additional properties, dedication of common areas, and the amendment of this
Declaration of Covenants, Conditions, and Restrictions shall require the approval of the Veterans
Administration or the Department of Housing and Urban Development.

Except as otherwise provided herein, these restrictions may be altered,
modified, canceled, or changed at any time as to said subdivision as a whole or as to any
subdivided lot or part thereof by a written document, recorded in the New Hanover County
Registry, executed by the owners (not including mortgagees, trustees, or other lienholders) of not
less than two-thirds (2/3) of the subdivided lots to which these restrictions apply. Developer’s
power to amend this Declaration as provided herein shall not require the consent of the Class A
members and shall be valid when signed by the Owner and recorded in the New Hanover County
Register of Deeds. Notwithsanding the foregoing, the Declarant may unilaterally amend these
restrictions at any time to ensure ongoing compliance with the State Stormwater Management
Permit referenced in paragraph 29 hereof.

If the parties hereto, or any of them or their heirs or assigns, shall
violate or attempt to violate any of the covenants herein, it shall be lawful for the Association or
any other person or persons owning any real property situated in said subdivision to prosecute any
proceeding at law or in equity against the person or persons violating or attempting to violate such
covenants and either prevent him or them from so doing or recover damages or other dues for
such violations.

Invalidation of any one of these covenants by judgment or court
order shall in no way effect any of the other covenants herein, which shall remain in full force and
effect.

All covenants, restrictions, and affirmative obligations set forth in these
Restrictions shall run with the land and shall be binding on all parties claiming under them to
specifically include, but not be limited to the successors and assigns, if any, of Owner, for a
period of twenty (20) years from the date hereof after whkh time all said covenants shall be
automatically extended for successive periods of ten (10) years unless an instrument signed by the
owners of two-thirds (2/3) of the lots (not including mortgagees or trustees under deeds of trust)
has been recorded, agreeing to change said covenants in whole or in part.

All present and future owners,
tenants, and occupants of lots or units and their guests and invitees shall be subject to and shall comply with the provisions of this Declaration, as the Declaration may be amended from time to
time. The acceptance of a deed of conveyance or the entering of a lease or the entering into
occupancy of any lot shall constitute an agreement that the provisions of the Declaration are
accepted and ratified by such owner, tenant, or occupant. The covenants and restrictions of this
Declaration shall inure to the benefit of and be enforceable by the Association, or the owner of
any lot or unit, their respective legal representative, heirs, successors, and assigns, and shall run
with and bind the land and shall bind any person having at any time any interest or estate in any

These restrictions shall apply only to
the lots specifically subjected to these restrictions by the Declarant and shall not be applicable to
any other properties owned by the Declarant. Declarant specifically reserves the right to develop
adjacent or nearby properties in any manner whatsoever without regard to the development
scheme contemplated herein, including the right to construct apartments, condominiums,
townhouses, duplexes, triplexes, or any other form of multifamily housing or other form of
housing allowed by the applicable zoning ordinances and regulations.