Covenants for Blackberry Bend

JOHN STEPHEN JENKINS Attorney at Law 115 Heard Street Elberton, Georgia 30635

(STATE OF GEORGIA ) (COUNTY OF ELBERT )

CROSS REFERENCE: DEED BOOK 444, Pages 072-085; AND PLAT BOOK 27, PAGES 348-352, ELBERT SUPERIOR COURT RECORDS.

DECLARATION OF PROTECTIVE COVENANTS ,EASEMENTS, CONDITIONS AND RESTRICTIONS OF BLACKBERRY BEND SUBDIVISION

WHEREAS, Blackberry Bend, LLC is the Owner and Developer of a subdivision located in Elbert County, Georgia, the subdivision property is derived from the tract of property described in a Warranty Deed from Elbert County 248 to Blackberry Bend LLC, dated August 11, 2006, recorded at Deed Book 423, Pages 515-516, Elbert Superior Court Records, and as shown on a Plat of Survey prepared by Stacy C. Carroll, RLS, dated May 07, 2007, recorded at Plat Book 27, Pages 348-352, Elbert Superior Court Records; and the property is intended for development for residential purposes only; and additional land may be added to this Declaration at the Developers discretion, within two years of the recording of this document.

WHEREAS, it is the desired intent of Blackberry Bend, LLC, as OWNER and DEVELOPER to sell the above referenced real estate and enforce upon it certain mutual beneficial restrictions, conditions, easements, covenants and agreements and charges under a general plan or scheme of improvement for the benefit of all said lots and the future owners of said lots;

NOW, THEREFORE, in consideration of the foregoing and the benefits accruing to the present and future owners included in said plat, the undersigned does hereby impose the following Protective Covenants, all of which are declared to be in furtherance of a plan for the subdivision, improvement and sale of real property and are established and agreed upon for the purpose of enhancing and protecting the value, desirability and attractiveness of said real property and every part thereof, and all of which shall run with the land and be binding upon all parties having or acquiring any right, title or interest in the described property, or any part thereof, and all of which shall be applicable to the property shown on the aforementioned said plat and known as Blackberry Bend.

1. ADDITIONAL COVENANTS: The Developer reserves unto itself, its successors and assigns, the right to add additional protective covenants provided that they are intended to enhance and supplement the forgoing restrictions, or any local or State zoning or use requirement, and these restrictions do not conflict or contradict any previous restrictions.

2. EASEMENTS: The Developer reserves unto itself, its successors and assigns, the following easements over each lot or parcel and the right to ingress and egress to the extent reasonably necessary to exercise such: (a) Utilities: Ten (10) foot easements are reserved on the inside of all lot lines of all lots of Blackberry Bend. The said ten (10) foot easements are reserved for the installment of water lines, power lines, telephone lines, cable lines, and any and all other utility lines which may be placed within the subdivision. The easement is for installation, maintenance and operation of same, including the right to install and maintain guide wires, braces, anchors, and/or other hardware or appliances appropriate to such utilities. This easement includes the right whenever needed in connection with the use, installation, maintenance, or operation of such utilities to cut, trim and/or remove trees and/or the vegetation with said easements.

(b) Roadways: Thirty (30) foot easements are reserved on the inside of all lot lines of all lots of Blackberry Bend. The said Thirty (30) foot easements are reserved for the installment of roadways and utilities. These roadways will be indicated in the plat of survey for the land lots.

(c) Drainings: The Developer reserves unto itself, its successors, and assigns the right to use and allow the use of the aforedescribed then (10) foot wide utilities easements for the additional purpose of the drainings and/or channeling of surface waters.

(d) Other Easements: Any and all other easements and rights-of-way shown on the above mentioned plat, are also reserved unto the developers themselves, their successors, and assigns.

(e ) Use and Maintenance by Owners: The areas of any lots or parcels affected by these easements reserved herein shall be maintained continuously by the owner of such lots, or their successors in interest, and no structures, plantings, or other materials shall be placed or be permitted to remain upon said easements or any other activities undertaken thereon which may damage or interfere with the use of said easements for the purposes herein set forth. Improvements within such areas shall be maintained by the owner except where which a public authority or utility company is responsible therefore.

(f) Developer.s Rights: No owner shall have any claim or cause of action against Developer, its successors, or its licensees, arising out of the non-exercise of any easements reserved hereunder. Developer reserves unto itself the right to convey the aforesaid easements to Southern Bell, Hart County EMC, Georgia Power Co., the City of Elberton, Elbert County, Georgia and I or any other public utility company or governmental agency. The foregoing not withstanding, no conveyance by Developers shall be effective to negate the dedication the said easements from the purposes identified hereinabove.

3. SEWAGE DISPOSAL: No individual sewer disposal system shall be permitted on any lot unless such system is designed, located and constructed in accordance with the requirements, standards and recommendations of the Elbert County Health Department or such other governmental agency or authority as may be authorized by law to approve private sewage disposal systems. Approval of such system, as installed, shall be obtained from such authority.

4. SUBDIVISION OF LOTS: No lot shall be subdivided or its boundary lines changed, except with the written consent of the Architectural Control Committee, which hereby expressly reserves unto itself, its successors and assigns the right to re-survey anyone one or more lots as shown on said subdivision plat. (a) Excepted from the provisions of Paragraph 4 is Lot 17 which may be subdivided. In the event Lot 17 is subdivided, none of the lots subdivided therefrom shall have less than three (3) acres in area.

5. BUILDING LOCATION: No part of any building shall be located on any lot nearer than Seventy-five (75) feet to the public or private road as shown on said plat that provides access, and no part of any building shall be located nearer than twenty (20) feet to any adjoining lot line. It is specifically understood and agreed, however, that a Purchaser of an irregularly shaped lot who wishes to have any of the above requirements waived because of the shape of such lot may submit to Developers. Agent a plot plan showing an alternative location for residential structure. Approval or any deviation from the above requirements is vested in the discretion of the .Architectural Control Committee..

6. LAND USE AND BUILDING TYPE AND LOT MAINTENANCE: (a) No lot shall be used except for single family residential uses. Only one residence shall be erected, altered, placed or permitted on anyone lot. No mobile homes, house trailers, shacks or temporary structure shall be placed on any lot, either temporarily or permanently. No lot shall be used for repair work on automobiles or other vehicles whether performed by the owner or not. (1) Travel trailers and campers may be placed on lots by the owners on a temporary basis and from time to time but for no longer a period of time than three (3) months at any one time with at least two (2) months separating each three (3) month (or less) period of such use.

(b) All persons at any time owning a lot or lots in the subdivision shall be obligated to keep same cleaned up, mowed, or otherwise appropriately maintained so as not to be an eyesore to the development

(1) Owner must mow lawn at least once every other week during the spring, summer and fall seasons (growth season), or every third week in drought, or upon reasonable request by Developer.

7. PRE APPROVAL BY .ARCHITECTURAL CONTROL COMMITTEE. AND VARIANCES: (a) The .Architectural Control Committee.. The Committee shall consist of three people familiar with land use and development and will be appointed by the Developer. After ninety (90%) percent of the lots in the Subdivision are sold and ninety (90%) percent of underdeveloped acreage is sold by the Declarant, its successors and assigns, said Committee shall be elected by a majority vote of the Board of Directors of the Homeowners Association; provided, however, Declarant, its successors or assigns, shall be entitled to at least one Committee member until all of its lots in this Subdivision are sold.

(b) In order to control design and location of the houses and other improvements to be constructed, erected, placed or installed (hereinafter .improvements.) upon the lots in the Subdivision, the Declarant hereby creates an Architectural Review Committee (hereinafter .Committee.) for the purpose of reviewing, approving, suggesting changes to and rejecting plans and specifications for such improvements (regardless of when such improvements are made), and the landscaping of each lot. This Committee is also created for the purpose of reviewing, approving, suggesting changes to and rejecting swimming pools, out buildings, boat houses, ramps, piers, driveways, enclosures for satellite dishes and if Declarant so desires, for mailbox design. This Committee will be responsible for the control of size, color, materials and content of rental and sales signs in this Subdivision, and for the approval or disapproval of boats, boat trailers, house trailers, motor homes, tractor trailer trucks, or any other such vehicles that are kept or maintained or located upon any lot unless located within enclosed garages. The Committee will also be responsible for the control of temporary construction shelters or vehicles in this Subdivision.

(c) In order not to unreasonably detract from the utility and/or the aesthetics of adjoining or nearby real estate, PRE APPROVAL by Architectural Control Committee of all Improvements and the location thereof shall be obtained IN WRITING, before commencement of construction or installation of improvements.

(d) All plans and specifications for construction of the proposed improvements shall be submitted to the Committee for approval thirty (30) days before the commencement of construction. NO construction can begin until the Committee has had notice, the plans and specifications in hand, and thirty (30) days to review the plans. After receipt of the plans and specifications, the Committee will have thirty (30) days to make its decisions, and then notify the landowner. The plans and specifications are to be sent to the Committee by delivery system that provides for receipt notice (i.e. certified mail or commercial delivery carrier). If after thirty-one (31) days from proof of receipt there has been no response, then the plans and specifications are deemed approved. All decisions of the Committee are final, but plans and specifications that follow the general guidelines set forth below will not be unreasonably withheld. The Developer will have the right to enjoin any construction that does not comply with this provision. Construction is defined to include, but is not limited to, tree removal, staking, grading, and any other construction activity.

(1) The Plans include the complete construction plans, the plot plan (showing proposed location and elevation of such buildings, fences, walks, drives, parking area, etc.) proposed building plans and specifications, exterior color, finish and materials. The areas over which the approval shall be required shall include but shall not be limited to the size and plan of the principal residential structure, and all accessory buildings, structures and improvements on the lot, the location of the well, the size and plan of the garage or carport, location and manner of construction of each driveway, swimming pool, utility building, patio, tennis court and other exterior improvements for the athletic, recreational or gymnastic purposes and all other exterior of all structures and the location and type of any landscaping, shrubbery and other plantings.

(e) The actual construction shall be the responsibility of the Owner of the lot and his builder. Any permission granted for construction under this covenant and any designation of approved licensed contractors shall not constitute or be construed as an approval, warranty or guaranty, expressed or implied, by the Declarant or the Committee or its designated agent of the structural stability, design or quality of any building or other improvement or of the contractor who constructs such buildings or other improvements.

(f) In general, the following Guidelines shall apply and be considered by the Architectural Control Committee:

(1) The Owner of each lot shall exercise its best judgment to see that all planned improvements conform or harmonize with existing structures, as to external design, quality and type of construction, material, color, tree removal, location of the building site, height, grade, and finished ground elevation, and all aesthetic considerations. Concrete blocks, cinder blocks or similar type of construction material may only be permitted if they will not be visible from a street, road, or adjoining lot.

(2) All improvements constructed on any lot shall be made by a builder, contractor, or specialty contractor, and all improvements shall be completed with due diligence and in all cases within no longer than one year.

(3) Each dwelling shall be BUILT ON SITE (on concrete poured slab or basement foundation) and shall have a minimum of one thousand (1,000) square feet of heated and cooled area, exclusive of all open porches, garages, basements, and/or walk out lower levels.

(4) No dwelling shall be constructed containing more than 2 stories in height above the basement level. No other building or structure shall exceed the height of the dwelling, EXCEPT that a barn may be constructed on any lot exceeding 3 acres if a residence is also constructed either before or concurrent with the barn construction.

(5) A detached garage can be built on a lot provided that it is consistent in scheme and design with the main house and complies with the requirements of appearance as called for under Paragraph 7 (d) hereof. The detached garage can be used for automobiles or for boat storage. The detached garage can be built first provided that the main structure is built within five (5) years of the completion of the garage. During this interim period, the garage can be used as a construction office or as a temporary residence. Also, a temporary construction office building can be erected on a lot during construction. Upon completion of the construction, the building must be removed within thirty (30) days of such completion.

(e) .Architectural Control Committee. shall have the right to grant VARIANCES with respect to the terms of these Protective Covenants, not only with respect to Item 7 and Items 4 and 5, but also with respect to ANY of the other provisions of these Covenants. Variances may be granted in situations where the requirements of these covenants are unduly or unnecessarily restrictive in their application to a particular lot or a particular situation due to the size, shape, or topography of the particular lot or due to other factors peculiar to the particular lot or the particular circumstances; PROVIDED HOWEVER, that .Architectural Control Committee. shall grant no variance which will substantially depreciate or devalue any of the lots which are subject to these covenants. Owners must submit written applications for variance to the Architectural Control Committee. Said committee shall be allowed thirty (30) days from the date of submission to review application and deliver decision to applicant.

8. ARBOR PROVISION: To protect the pristine nature of the subdivision and to maintain the aesthetic value of the property, no tree shall be cut or removed from a lot without the express permission of the ARCHHITECTURAL CONTROL COMMITTEE. Such permission and consent must be IN WRITING, but will not be unreasonably withheld and will be given with the intention of facilitating improvement of the property. For purposes of this section, a tree is defined as natural foliage being four (4.) inches DBH (Diameter at Breast Height which is 4" in diameter at 4.5. of height).

9. PROPERTY REQUIRED TO BE ENCLOSED OR SHIELDED: The following may not be kept on any lot unless enclosed in a garage or other building or so located as to not be visible from property of others or from any public or private road way: a. Boats, trailers, and related equipment b. Recreational vehicles, campers, trailers and related equipment c. Trucks (except for pickup trucks used as primary or secondary source of transportation) d. Clotheslines

10. FUEL TANKS AND GARBAGE / REFUSE: All fuel tanks or containers shall be covered or buried underground consistent with normal safety precautions and aesthetic considerations or located so as to not be visible from property of others and from any public or private road way. No lot shall be used or maintained as a dumping ground or storage area for rubbish. Trash, garbage or other household waste shall not be kept except may be kept temporarily pending disposal, if kept in underground or fully enclosed sanitary cans or containers.

11. TELEVISION ANTENNAE: No tower, satellite dish, or antennae shall be erected, constructed or maintained unless same be not visible from the public or private road way or from property of others if possible without interfering with signal; EXCEPT that a small, roof-mount satellite dish shall be allowed provided it is not visible from the public or private road way.

12. FENCES: No fence shall be constructed or placed on any lot which is taller than six (6) feet in height. No fence may be constructed or placed where same may interfere with or obstruct the view of the lake for any other property owner. Erection of such fence must be approved by Architectural Control Committee in accordance with stipulations of Item 7, Section (c).

13. SIGNS: No sign of any kind shall be displayed to the public view on any lot except a professional sign of not more than one (1) square foot, or a sign of not more than five (5) square feet advertising the property for sale or rent, or the normal signs used by a builder to advertise the property during the construction and sales periods only.

14. LIVESTOCK AND POULTRY: No animals, livestock or poultry of any kind shall be raised or bred or kept on any lot, except that dogs, cats or other normal household pets may be kept, provided they are not kept, bred or maintained for any commercial purposes. If said lot is greater than three acres in size, then horses and ponies only may be bred or kept (in addition to normal household pets) as long as they do not constitute a nuisance.

15. PROHIBITED PROPERTY AND STRUCTURES: No structure of a temporary character, trailer, basement, tent, shack, garage, barn or other outbuildings shall be used or left on any lot at any time as a residence, either temporarily or permanently, nor will it be permissible to stockpile any form of construction materials or permit the parking of equipment on any lot which would be unsightly to the community, except during the actual time of construction of said house. No abandoned vehicles or junk vehicles or vehicle parts shall be placed upon or allowed to remain on any lot. However, specific exceptions provided under Paragraph 7 hereof are allowed so long as constructed in accordance with the specific provisions thereof.

16. NOTICE REGARDING STREETS AND ROADS: All streets and roads in Blackberry Bend Subdivision are private roads or drives, may not comply with applicable standards and ordinances for County Roads, and have not been conveyed to or accepted by Elbert County, Georgia, which has no responsibility to maintain roads and streets within Blackberry Bend Subdivision, and the owners of lots in Blackberry Bend Subdivision are responsible for such maintenance. Roads and streets within Blackberry Bend Subdivision will not be maintained by Elbert County, Georgia.

17. THESE RESTRICTIONS RUN WITH THE LAND: This Declaration of Protective Covenants, Easements, Conditions and Restrictions of Blackberry Bend Subdivision and Homeowners Association comprise the general plan of development for the Property herein described and run with the land and shall benefit and be binding on all parties or persons (and their respective heirs, representatives, successors and assigns) claiming title to any of the Property herein described for a period of twenty (20) years from the date these Restrictions are recorded, after which time said Restrictions shall be automatically extended for successive periods of twenty (20) years, unless an instrument signed by fifty-one (51%) percent majority of the then Owners of the lots and the Declarant has been recorded agreeing to change said Restrictions in whole or in part. These Restrictions may be amended by the affirmative vote of the Owners representing fifty-one (51%) percent of the lots and the Declarant at the time of the vote.

18. ESTABLISHMENT OF HOMEOWNER.S ASSOCIATION: Article I - Definitions:

.Association. shall mean and refer to Blackberry Bend Homeowners Association, a not for profit Georgia organization, its successors and assigns.

.Owner. shall mean and refer to any contract buyer and/or record owner, whether one or more persons or entities, of a fee simple title to any lot which is part of any of the Property made subject to this Declaration, but excluding those having such interest merely as security for the performance of an obligation, provided however, the Declarant shall not be deemed an Owner.

.Property. shall mean and refer to that certain property conveyed to Blackberry Bend, LLC, in a Warranty Deed from Elbert County 248, dated August 11, 2006, and recorded at Deed Book 423, pages 515-516, Elbert Superior Court Records, and as shown on a Plat of Survey prepared by Stacy C. Carroll, RLS, dated May 07, 2007, recorded at Plat Book _____, Pages _____-______, Elbert Superior Court Records, as well as Plats to be recorded at a later date with respect to additional planned Phases. The terms .Property., .Subdivision. and .Blackberry Bend Subdivision. are interchangeable.

.Lot. shall mean and refer to any improved or unimproved building lot shown upon any recorded subdivision plat of this Subdivision on any separately recorded plat derived from the real estate described either partially or completely on said subdivision plat.

.Dwelling Unit. shall mean and refer to the completed single family home located upon a Lot.

.Declarant. shall mean Blackberry Bend, LLC, a Georgia Limited Liability Company, and its successors and assigns if such successors and assigns acquire two or more undeveloped lots from the Declarant for the purpose of development and if the rights and obligations of the Declarant are expressly assigned to and assumed by such successors and assigns.

.Common Property. shall mean all property owned by the Association for the common use and enjoyment of all or a designated class of members. Common Property includes without limitation all existing and future road and right-of-ways and all greenways, median strips, cul-de-sac centers, planting areas, and recreational areas, and facilities, open space, walking trails, easements, boat ramps, community boat slips, and community piers that are developed on the Common Property (it being understood that this enumeration is by way of description of the type of facilities that may be developed and in no way shall bind or obligate the Declarant to provide any of the described facilites) and all entry way, directional, and informational signs (and the areas set aside for their location) and any other property as may be purchased or provided for the common use and benefit of the Declarant, the Owners, and any member in the Association, including without limitation such Common Property as may be shown on the recorded plat(s) of the Property. Except by the Declarant, the Common Property shall not be used for public commercial purposes, but may be used for enjoyment of the Associations members for fund-raising activities to support the purposes of the Association.

.Committee. shall mean the Architectural Review Committee established by the Declarant for the purpose of administering control over architectural, landscaping and related matters, as provided in Article V of this Declaration.

Article II - Rights and Duties of the Association and Property Owners Assessments

Section 1. Owners Easements of Enjoyment. The Declarant and, to the extent provided by this Declaration, every Owner shall have a right and easement of ingress, egress and regress over the Common Property and over the roads within the Property, to be used in common with the others, for the purpose of providing access to lot(s) owned by the Owner for himself, his family, agents, licensees and invitees and for his and their non-exclusive use and enjoyment of the Common Property, subject to the limitations on such use and enjoyment of the Common Property as provided for in this Declaration. Every Owner, and the members of such Owner.s family who reside with such Owner or are overnight guests of such Owner, shall have the right to use the recreational areas within the Common Property. Such use shall be subject, however, to such Owner paying when due the dues and assessments of the Association and by abiding by all rules and regulations of the Association, including without limitation those governing the use of the recreational areas and the Common Property. Non- Owners shall only be entitled to the use of recreational areas on such terms and conditions as the Association may select.

Section 2. Annual Assessments.

(a) The Association shall have the duty to repair, replace and maintain all recreational areas and improvements located thereon, and all streets, roads, road right-of-ways, and other Common Property. The Association shall have the right, from time to time, to establish a reasonable assessment, which assessment shall be paid by each Owner in such periodic installments as the Association may determine, to be used to pay: (1) the operating and administrative expenses of the Association; (2) the costs of maintenance, upkeep, replacement and repair of all recreational areas, and improvements located thereon, and all streets, roads, road right-of-ways, and other Common Property; and (3) other expenses necessary or useful to maintain and operate the Association and the recreational facilities (including, without limitation, procuring, maintenance and paying the costs of insurance related to the Common Property and of surety bonds related to the management of the Common Property and the Association). It is understood (by way of example and without limitation) that the assessment funds shall be used for such matters concerning Common Property as the following: maintenance, repair and replacement of improvements within the recreational areas, the seeding and re-seeding of road right-of-ways and resurfacing of parking lot and road pavement, placement of gravel, and planting and maintenance of shrubs, trees and seasonal flowers.

(b) The annual assessments may also be used by the Association for the purpose of adding to the recreational facilities.

(c) The annual assessment payable by each Owner shall be $ 195.00 per lot per calendar year. The annual assessment shall be due and payable on February 1st of each year, commencing June 01, 2007, provided the board of directors may elect to permit payment in such installments and at such times as it shall determine. This assessment shall be deferred as to any lot purchased by a builder with the intent to build a house for resale to the public at large. This assessment will be payable as to any lot purchased by a builder who purchases a lot for the purpose of building a custom home under contract with the ultimate residents. This assessment will be prorated on a calendar year basis from the date title to each lot for which an assessment is payable is transferred to the Owner. This assessment will be due though construction may be ongoing and not yet completed.

(d) The annual assessment may be increased or decreased by the board of directors of the Association without a vote of the membership to an amount not more than ten (10%) percent in excess of the annual assessment for the previous year. A majority vote of each class of voting members of the Association must approve an increase or decrease in the yearly assessment if the increase or decrease exceeds the assessment for the previous year by more than ten (10%) percent.

(e) Annually the board of directors of the Association shall have determined and shall have given written notice to each Owner of the annual assessment affixed against each owner for the immediately succeeding calendar year.

(f) During the first year of purchase, the assessment authorized hereunder shall be prorated based on the total number of months property is owned by the Owner for the given year beginning February 01 and terminating on January 31 of the following year. Section 3. Special Assessments. In addition to the assessments specified hereinabove, the Association may levy special assessments for the purpose of supplementing the annual assessment if the same are inadequate to pay the reasonable maintenance expenses and operating costs of the Association as described in Section 2 hereof, provided that any such special assessments shall have the assent of a majority of each class of the voting members of the Association at a duly called meeting.

Section 4. Removal of Obstructions and Unsightly Growth, Debris and Materials.

(a) The Association may remove any obstructions of any nature located within the road rightof- ways or other Common Property (including but not limited to trees, shrubs and mailboxes) which, in the opinion of the Association, either might produce a hazard or might interfere with the ability or willingness of the State of Georgia (or agency or department thereof) to take over the responsibility for maintenance of the roads if they otherwise qualify by meeting either state or county standards.

(b) The Association shall have the right, in its sole discretion, to charge back the actual costs to it of removing obstructions against the Owner who directly, or through his agents, contractors or invitees caused or permitted the obstruction to be placed in the road right-ofway or other Common Property, and such Owner shall indemnify and save the Association harmless from all liability, claims, damages and expense imposed upon the Association, at law or in equity, caused by or resulting from the placement of the obstruction in the road right-of-ways or other Common Property. In the event the Owner is responsible for such charge or liability as aforesaid fails and refuses after demand by the Association to pay said charge or liability, then the Association shall have a lien against his lot thereon and may enforce collection of the charge of liability, together with reasonable attorney.s fees, by any and all remedies afforded by law or in equity, including without limitation, the filing of a notice of lien and perfecting the same as by law provided, to the and that such charge or liability shall become a charge against the said lot or dwelling unit.

(c) If the Association, in its sole discretion, determines that any lot has become unsightly due to grass or weeds that have not been mown, or due to debris of any nature having accumulated on the lot, then the Association shall have the right from time to time to enter the said lot for the purpose of mowing the grass or removing the debris. At least thirty (30) days prior to entering a lot for said purpose, the Association shall advise the Owner by letter, sent to his last known address, of the action to be taken if the Owner does not remedy the problem within the said thirty (30) days. The Association shall take reasonable steps to avoid damage to any trees planted on such lot, to the extent that the Association has been put on written notice in advance by the Owner of the approximate location on a chart, plat or map of such lot showing the location of planted trees to be avoided. Section 5. Duty to Make Repairs.

(a) Until accepted for maintenance by governmental authority, the obligation for the repairs, maintenance and improvements of the roads as shown the aforesaid plat(s) or any other Common Property shall be the responsibility of the Association with the Owner of each lot except as provided herein, being responsible for payment of the assessments levied by the Association, which assessments shall be the personal obligation of the Owners of each lot.

(b) The decision to expend Association funds to repair and maintain the roads or other Common Property shall be made by a majority of the board of directors of the Association. By such vote, the board may delegate such authority to any committee of the board. No owner may waive or otherwise escape liability for the assessments provided for herein by non-use or abandonment of his lot.

(c) Notwithstanding the foregoing, each Owner of a lot shall be solely responsible for any repairs to a road right-of-way or other Common Property caused by the negligent act or acts of said owner, his or her invitees, agents, licensees or guests. For these purposes, it shall be a negligent act for any building material to be unloaded on any road or right-of-way. Section 6. Late Charges and Interest on Unpaid Assessments. Any assessment not paid within thirty (30) days after the due date shall be subject to such late charges and shall bear interest at a rate per annum as shall be determined by the board of directors of the Association, which interest rate shall not exceed the highest rate of interest allowed by law. The initial late charge imposed for late payment of any assessment is $ 10.00 and shall be charged as to any assessment that is not paid within thirty (30) days of its due date. The initial interest for late payment is ten (10%) percent per year (0.83% per month) which shall commence to accrue on any assessment or other account balance that is not paid within thirty

(30) days of the due date. The initial date upon which liens may be filed for failure to make payment of assessments and other charges is thirty (30) days after the due date. The board of directors may change the initial late charge, interest rate, due dates and lien assessment date by majority vote of the directors. Section 7. Lien for Unpaid Assessments.

(a) In the event the Owner of any lot fails and refuses, after demand by the Association, to pay any annual or special assessment then the Association shall have a lien against said lot and may enforce collection of said assessment in law or in equity, including without limitation, the filing of a notice of lien and perfecting the same as by law provided to the end that such unpaid assessment together with the costs and expenses of collection, including without limitation, reasonable attorney.s fees, shall be a charge and lien against the said lot.

(b) To secure the payment of the annual and special assessments as are levied by the Association, together with the cost of collection including attorney.s fees, all such charges shall be a continuing lien upon the lot against which the assessments are made. Such charges shall also be the personal obligation of the person(s) who were the owner or owners of such lot at the time the assessment came due. Their personal obligation shall remain a lien upon the lot upon transfer of title but shall not become the personal obligation of the purchasers thereof unless expressly assumed by them. c) Neither the assessments nor the costs of collection shall be a lien upon any Common Property nor shall the lien upon any lot for such charges be senior to any first lien mortgage or first lien deed of trust regardless of the fact the lien arose prior to the date and time of the recording of any such first lien mortgage or deed of trust.

Article III - Membership, Voting Rights, Officers and Meetings

Section 1. Membership. Every owner of a lot which is subject to this Declaration shall be a member of the Association. Membership is appurtenant to the lot and may not be assigned. If and when Declarant develops additional phases in the Subdivision the Owners of those lots shall be members of the Association. The Declarant shall also be member so long as it owns property within the expandable subdivision

Section 2. Class Membership Voting. The Association shall have two (2) classes of membership:

Class A

Class A members shall be all lot Owners with the exception of Declarant, and shall be entitled to one vote for each lot owned. When more than one (1) person owns an interest in a lot all such persons must be members but the vote for such lot shall be exercised as they, among themselves, shall determine in writing, which writing shall be filed with the Secretary of the meeting prior to voting, but in no event shall more than one vote be cast with respect to any lot.

Class B

(a) Class B members shall be entitled to vote ten (10) votes for each lot owned. Class B membership shall consist of the Declarant, or its successors or assigns, until the happening of either of the following events whichever occurs earlier. 1. The earlier of four (4) months after eighty (80%) percent of all the lots in the Subdivision are sold and conveyed by the Declarant to unrelated third parties; or 2. Five (5) years from date of recordation of this Declaration; or 3. At such time as Declarant voluntarily relinquishes Majority control of the Association by a duly recorded instrument. (b) Upon the happening of the earlier of either of the three (3) above described events, Class B Membership shall be converted to Class A Membership, and said Class B Membership shall cease and terminate upon such conversion. Section 3. Board of Directors. There shall be five (5) members of the board of directors of the Association who shall serve until such time as their successors are duly elected and agree to serve. The directors shall have annual meetings and other such meetings as may be called at the request of the president of the Association or by any three (3) directors. So long as the Declarant, or its successors and assigns, is the Class B member, it shall select the board.

Section 4. Suspension of Voting Rights. The Association shall have the right to:

(a) Suspend the voting rights (if any) of an Owner for any period during which assessment on his lot remains unpaid and enforce collection of the same; and (b) Suspend the voting rights (if any) of each Owner who is a contract buyer for any period of time during which payments to the Declarant pursuant to the terms of said contract are delinquent, during which period of time the Declarant shall succeed to the voting rights of said contract buyer.

Section 5. Additional Phases. The Declarant intends (but is not obligated) to develop at least two or more phases of Blackberry Bend Subdivision and incorporate the additional property and the additional Owners within the provisions of this Declaration.

Article IV - Conveyance of Common Property

Section 1. Prior to actual transfer (at least sixty (60) days), Declarant will notify the Association of its intent to transfer. Members of the Association will have thirty (30) days to perform inspections of the property to ascertain its condition.

Section 2. In the event the Association through its inspection discovers any conditions requiring repair, such will be submitted to Declarant which shall have thirty (30) days to complete any repairs which can be identified as Declarant.s responsibility prior to transfer.

Section 3. Following transfer of road rights-of-way and other common property to the Association, the Association shall be fully responsible for maintenance and repair.

Article V - Captions, Enforcement and Violation

Section 1. Whenever the context and construction so require, all words used in the singular number herein shall be deemed to have been used in the plural, and vice versa, and the masculine gender shall include the feminine and neuter and the neuter shall include the masculine and feminine.

Section 2. The captions herein as inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope of this Declaration nor the intent of any provisions hereof.

Section 3. Enforcement shall be by proceedings at law or in equity against any person or persons violating or attempting to violate any covenant, either to restrain violation or to recover damages. In the event it is necessary to enforce this Declaration by appropriate legal or equitable proceedings, the party or parties violating or attempting to violate the same shall be liable for the cost of such proceedings including reasonable attorney.s fees.

Section 4. Invalidation of any one or more of these covenants by judgement of any Court shall not adversely affect the balance of this Declaration, which shall remain in full force and effect.

Section 5. The Declarant reserves the right to amend this Declaration from time to time without joinder of any of the Owners for the following purposes:

(a) To clarify the meaning of or to correct clerical errors in the Declarations. (b) To correct grammar, spelling, capitalization and other matters of syntax. All other amendments to the Declaration shall require an affirmative vote of at least sixty-six (66%) percent of the lot Owners and the vote of the Declarant, its successors and assigns.

Article VI - These Restrictions Run with the Land

This Declaration of Covenants, Conditions and Restrictions of Blackberry Bend Subdivision, and Homeowners Association are to run with the land and shall benefit and be binding on all parties and persons (and their respective heirs, representatives, successors and assigns) claiming title to any of the Property herein described for a period of twenty (20) years from the date this Declaration is recorded, after which time said Covenants shall be automatically extended for successive periods of twenty (20) years, unless an instrument signed by a fifty-one (51%) percent majority of the then Owners of the lots, and the Declarant and has been recorded agreeing to change Declaration in whole or in part.

19. NUISANCES: No noxious or offensive activity shall be carried on upon any lot, nor shall anything be done thereon which may be or may become and annoyance or nuisance to the neighborhood.

20. ENFORCEMENT: Enforcement shall be by proceedings at law or in equity against any person or persons violating or attempting to violate any covenant either to restrain such violation or to recover damages. The various restrictive measures and provisions of this instrument are declared to constitute mutual restrictive covenants and servitudes for the protection and benefit of each lot; failure by the undersigned or any other person or persons entitled to do so to enforce any measure or provision upon violation thereof shall not stop or prevent enforcement thereafter or be deemed a waiver of the right to do so.

21. SEVERABILITY: Invalidation of anyone of these Covenants by judgment or court order shall in no wise affect any of the other provisions herein which shall remain in full force and effect. IN WITNESS WHEREOF, the undersigned have signed their and affixed their seals this the ____ day of __________________, 2007.

BLACKBERRY BEND, LLC:

BY: ___________________________________ Robert E. Lewis II, Managing Member and Authorized Agent

Signed, sealed and delivered in the presence of:

Unofficial Witness

Notary Public, State of Georgia My commission expires: _______________