COMMONWEALTH of the BAHAMAS New Providence DECLARATION of CONDOMINIUM of BALMORAL PHASE I CONDOMINIUM

4th Draft 16/02/2009

COMMONWEALTH OF THE BAHAMAS New Providence DECLARATION OF CONDOMINIUM OF BALMORAL PHASE I CONDOMINIUM

THIS DECLARATION is made the day of , A.D. 2009 whereby BALMORAL DEVELOPMENT LIMITED a Company incorporated under the laws of the Commonwealth of The Bahamas (hereinafter called "the Declarant") and ROYAL BANK OF CANADA a company incorporated in Canada and carrying on the business of banking in the Commonwealth of The Bahamas (hereinafter called “the Mortgagee”) DOTH DECLARE as follows:

Name and 1. The Property (defined below) more particularly described in the First Description Schedule hereto together with the Buildings (defined below) erected thereon and the easements more specifically described in this Declaration, shall from the date of lodgement of this Declaration for record in the Registry (defined below), be a condominium property in accordance with the Condominium Act (defined below) under the style or name of Balmoral Phase I Condominium (hereinafter called “the Condominium”), to which the Condominium Act shall apply, and which shall be subject to this Declaration. Interest and 2. The Declarant and the Mortgagee are together the entities having the Intent legal and equitable title in fee simple absolute in the Property pursuant to the terms of Section 4 of the Condominium Act and intend by virtue of this Declaration to subject the Property to the provisions of the Condominium Act; the Mortgagee has joined in this Declaration for the purpose only of evidencing its consent hereto and for complying with the provisions of Section 4 of the Condominium Act without thereby giving any warranty as to the contents hereof or incurring any liability or responsibility under the provisions hereof. 3. Act or Condominium Act means the Law of Property and Definitions Conveyancing (Condominium) Act, Chapter 139 of the Statute Laws of The Bahamas, Revised Edition of 2000. Condominium Documents means this Declaration as may be amended from time to time together with all attached exhibits and all other documents incorporated herein by reference. Development means a planned community known as “Balmoral” situate on Sandford Drive in the Western District of the Island of New Providence. Improvements means all structures and artificial changes to the natural environment (exclusive of landscaping) located on the Property, including the Buildings. 2 4th Draft- 16/02/2009

Lien means a charge arising by virtue of the provisions of the Condominium Act. Management Agreement means the agreement or agreements between the Condominium Association (as the same is herein defined) and a Management Company pursuant to which the Condominium Association engages a Management Company to perform its responsibilities and duties relating to the management and operation of the Condominium. Management Company means Balmoral Management Limited or any entity engaged to manage the Condominium and perform the obligations of the Condominium Association pursuant to a management agreement or management agreements with the Condominium Association. Master Association means Balmoral Homeowners Association Limited. Master Declaration means a separate Declaration of Covenants, Conditions, Restrictions and Easements for the Development dated ______, 2009 made by the Declarant and about to be lodged for record in the Registry including any subsequent amendments thereto. Owner or Unit Owner means the owner in fee simple for the time being of any Unit and shall include corporate entities persons owning a Unit as joint tenants or as tenants in common whether individually or as trustees as well as any persons entitled by or under the Act to exercise any powers of a Unit Owner (such as a mortgagee pursuant to Section 16 of the Act). Permittee means a guest, invitee, or lessee of an Owner with respect to the Property. Personal Charges means, in respect of an Owner, any and all: (i) outstanding and unpaid assessments, fines, other moneys owed to the Condominium Association by such Owner, including those set forth in the Byelaws, and other charges and expenses resulting from the act or omission of such Owner or Permittee, including the cost to repair any damage to any portion of the Property (other than damage within such Owner's Unit relating to those items over which Owner has maintenance or insurance obligations under the Condominium Documents) or to repair or replace any Common Property (as the same is herein defined) on account of loss or damage caused by such Owner or Permittee; and the cost to satisfy any expense to any other Owner(s) or to Condominium Association due to any intentional or negligent act or omission of such Owner or Permittee, or resulting from the breach by such Owner or Permittee of any provision of the Condominium Documents, and;

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(ii) any uncollected interest charges, late payment fees, reasonable attorneys' fees, and expenses incurred or assessed in connection with the enforcement or collection of any Lien. Property means the hereditaments more particularly described in the First Schedule hereto to which this Declaration relates located in the Development. Registry means the Registry of Records in the Commonwealth of The Bahamas. Rules and Regulations means the rules and regulations concerning the use of the Property as promulgated and as amended from time to time by the Association. Buildings 4. The Declarant has caused to be constructed on the Property the Buildings listed in the Second Schedule hereto each containing the residential units respectively indicated in the said Second Schedule (hereinafter referred to collectively as "the Units" and individually as "the Unit") comprising four (4) two (2) storey buildings. Building E will comprise two (2) Units, Building F will comprise two (2) Units, Building G will comprise four (4) Units and Building H will comprise two (2) Units, which buildings are and will be constructed principally of concrete block walls with plaster finish with the roof covered with asphalt tiles and the floors of poured concrete at all levels (which said buildings are hereinafter referred to collectively as "the Buildings" and individually as "the Building"). 5. The drawings and plans of the Buildings (hereinafter referred to Plans collectively as "the Plans" and individually "the Plan") showing the distinguishing number, location, approximate floor area, limits and boundaries of each Unit are annexed hereto as "Exhibit __" comprising ______(__) pages.

Architect’s 6. The Plans were certified by ______whose Certificate professional qualifications have been recognized in writing by The Minister for Works and Utilities for the purposes of Section 5 (3) of the Act (a copy of which said writing is annexed hereto as "Exhibit __") and the said ______has issued his certificate certifying that the Plans are accurate copies of the drawings and plans of the Buildings as approved by such proper authority as has power to approve plans for the construction of buildings (which said certificate is annexed hereto as "Exhibit __"). 7. The units comprising the Buildings are designated on the Plan relating Identification to the respective building. The Units in Building E are designated by the numbers of Units E13 and E14; the Units in Building F are designated by the numbers F15 and F16; the Units in Building G are designated by the numbers G17, G18, G19 and G20; the Units in Building H are designated by the numbers H21 and H22. In order to remove any doubt the boundary of any such Unit which is shown on the Plans as being a floor wall ceiling door or window shall be: (a) In the case of a door or window the exterior surface thereof; (b) In the case of a wall dividing Two (2) Units a line drawn vertically through such wall midway between its external and internal surfaces;

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(c) In the case of any other wall the interior surface thereof; and (d) In the case of a floor or ceiling a line drawn horizontally through such floor or ceiling midway between its external and internal surface notwithstanding that in the case of a ceiling its external surface may constitute the floor of another Unit or in the case of a floor that its external surface may constitute the ceiling of another Unit. The boundary of any Unit which is shown on the Plans shall include the gateway or porch or lanai forming a part thereof (but not the stairway leading to such Unit except in the case of an internal staircase, such staircase is deemed to be apart of such Unit). 8. A Unit comprising part of the Property and the extent of which shall Nature of be ascertained by reference to the Plans and Clause 7 hereof shall from the effective Unit date hereof constitute an estate in real property which subject to the Act can be dealt with in exactly the same way as land subject to the restrictions exceptions reservations limitations provisions and conditions herein contained or referred to. 9. The original purchase of each Unit shall be made free of any mortgage or charge which may then exist on the Property and if any purchase is not so made it shall by virtue of Section 6(2) of the Act be void and of no effect.

Dower 10. No right to dower shall accrue from the ownership in fee simple of any Unit or any share in the Common Property (as the same is herein defined) appertaining thereto. Common 11. Those portions of the Property which do not fall within the boundaries Property of any Unit as defined herein shall be common property and are hereinafter referred to as Condominium Common Property or Common Property and the following provisions shall apply thereto: (a) The Condominium Common Property shall be vested in the various owners for the time being of all the Units as tenants in common in undivided shares in the proportions set out in the Second Schedule hereto; (b) The Condominium Common Property shall be held for the joint use and enjoyment of all the owners of Units for the time being and their interests therein may only be dealt with or disposed of in accordance with Section 22 of the Act; (c) No undivided share in the Condominium Common Property may be disposed of in any way except as appurtenant to the Unit to which it relates and any assurance mortgage charge or other disposition of a Unit shall operate also to assure mortgage charge or otherwise dispose of its appurtenant undivided share in the Condominium Common Property without express reference thereto; and (d) The undivided shares into which the Condominium Common Property is divided shall not be varied without the unanimous consent of all of the Unit Owners affected which shall be given in a manner satisfactory to the Condominium Association. 12. The undivided share of any Unit Owner in the Condominium Common Unit Property is herein referred to as his "unit entitlement" and has been calculated by Entitlement

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taking the approximate proportion that the floor area of the Unit at the date hereof bears to the aggregate floor area of all of the Units taken together there being no substantially exclusive advantages in the Condominium Common Property that may be enjoyed by a Unit compared with another Unit or Units. The resulting fraction applicable to each Unit is set forth in the Second Schedule hereto and is herein referred to as the "unit entitlement" or "unit fraction" of that particular Unit. The "unit entitlement" (or "unit fraction") shall have a permanent character and shall not be varied unless all Unit Owners affected consent in a manner satisfactory to the Directors of the Condominium Association.

Conditions 13. In addition to the easements and rights for support shelter and the and provision for services made appurtenant to the Units and to the Condominium Restrictions Common Property by the Condominium Act each Unit shall from the effective date hereof be subject first to the Master Declaration and secondly to the use and occupancy and restrictions set out in the Third Schedule hereto (hereinafter referred to as "the Unit Restrictions"). All the easements rights obligations conditions restrictions contained or referred to in this Declaration, the Master Declaration or in the Byelaws of the Condominium Association (as herein defined) or in any deed relating to the Unit and to which the Unit is made subject shall run with and bind the Unit and be enforceable against the owner thereof for the time being by the Condominium Association and all Unit Owners. 14. In addition to the easements for support and the provision of services Benefit of contained in the Act each of the Unit Owners for the time being shall be entitled to Easements and the following additional easements and/or rights and/or benefits which shall be other Rights appurtenant to the Property: (1) A grant of easements from the Declarant contained in a conveyance to a purchaser and also granted in the Master Declaration which shall grant to the Unit Owner or Unit Owners in whose favour the same is issued the easements specified therein over the designated common roadways and the Development (hereinafter referred to as "the Road Easements" and "the Master Common Areas" respectively) and shall have the position shape boundaries marks and dimensions as are so designated and created from time to time pursuant to the provisions of the Master Declaration SUBJECT to the terms therein contained and to the payment of the maintenance fees to be specified therein; (2) The right in fee simple unto the Unit Owners and their successors in title and the owners for the time being of the Property full and free running and passage of the main water and other pipes sewers drains tubes and wires leading to or from or serving the Property or any part or parts thereof as pass through over or under the property retained by the Declarant and defined in the Master Declaration as “the Master Common Property” (hereinafter referred to as "the Retained Property"); (3) The right for the Unit Owners and their successors in title and the owners from time to time of the Property at all reasonable times and with or without servants and workmen to enter upon the Retained Property for the purpose of repairing maintaining reinstating or renewing the said pipes sewers drains tubes and wires the Unit Owners and their successors in title aforesaid doing no unnecessary

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damage by or in the course of such entry repair maintenance reinstatement or renewal and making good to the full extent thereof all damage done thereby or in the course thereof; (4) A membership right of Unit Owners in the Master Association (hereinafter referred to as "the Members Rights") the Members Rights being at all times appurtenant to the Units and are not to be assigned or transferred or sublet SAVE AND EXCEPT upon or immediately before and in contemplation of a conveyance mortgage discharge or mortgage assignment or transfer of the Unit in question and then only to the party or parties about to take such conveyance mortgage discharge or mortgage assignment or transfer of such Unit but at all times only upon such purchasers entering into a covenant with the Declarant or the Master Association of like effect as are contained in the Master Declaration. (5) A non-exclusive easement shall exist for pedestrian traffic over, through, and across sidewalks, streets, paths, walks, hallways, and other portions of the Common Property as from time to time may be intended and designated for such purpose and use; and for vehicular traffic over, through, and across such portions of the Common Property as from time to time may be paved and intended for such purposes; and for vehicular parking on such portions of the Common Property, if any, as may from time to time be paved, intended, and designated by the Association for such purposes. Such easements shall be for the use and benefit of the Owners, Declarant, the owners of interests in properties located adjacent to the Condominium which are designated by Declarant, those claiming by, through, or under the aforesaid, and the aforesaid's guests, licensees, and invitees; provided, however, that nothing in this Declaration shall be construed to give or create in any person the right to park any vehicle on any portion of the Property except to the extent that space may be specifically designated and assigned for parking purposes as designated by the Association. In addition, further easements shall exist for ingress and egress over such streets, walks, and other rights of way serving the Units as shall be necessary to provide for reasonable access to the public ways. None of the easements specified in this subparagraph (5) shall be encumbered by any leasehold or Lien other than those on the Units. Any such Lien encumbering such easements (other than those on Units) automatically shall be subordinate to the rights of Owners and the Association (as the same is herein defined) with respect to such easements. Association (6) Association Easements: The Association and the Master Association Easements and its designees are granted all rights, powers, and easements necessary to fulfill their obligations and exercise their rights as set forth in the Condominium Documents and the Master Declaration, including the irrevocable right of access to each Unit for: (i) inspecting, maintaining, repairing, and replacing the Units, the Common Property, or the Property as required to be performed by Association, the Master Association or its designees under the Condominium Documents or Master Declaration; (ii) making emergency repairs to prevent damage to a Unit, the Common Property or the Property; and

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(iii) determining compliance with the Condominium Documents and Master Declaration. The Association on behalf of all Owners (each of whom hereby appoints the Association as its attorney-in-fact for this purpose), shall have the right to grant such additional general ("blanket") and specific electric, gas or other utility, cable television, security systems (if any), communications or service easements (and appropriate bills of sale for equipment, conduits, pipes, lines and similar installations pertaining thereto), or relocate any such existing easements or drainage facilities, in any portion of the Common Property and to grant access easements or relocate any existing access easements in any portion of the Common Property, as the Association shall deem necessary or desirable from time to time, provided that such easements or the relocation of existing easements will not prevent or unreasonably interfere with the reasonable use of the Units for their intended purposes and except as limited by the Act. (7) Declarant Easements: The Declarant reserves the following easements and rights to grant easements: (a) Construction Easements: The Declarant (including its designees, contractors, successors, and assigns) shall have the right, in its (and their) sole discretion from time to time, to enter the Property and take all other action necessary or convenient for the purpose of completing the construction thereof, or any part thereof, or any Improvements or Units located or to be located thereon, provided that such easements will not prevent or unreasonably interfere with the reasonable use of the Units for their intended purposes and except as limited by the Act. (b) Marketing: The Declarant reserves for itself and its designees, affiliates, successors and assigns, the right to use any unsold Units and parts of the Common Property for model apartments and sales, management and construction offices, to show model Units and the Common Property to prospective purchasers and tenants of Units, provided that such easements will not prevent or unreasonably interfere with the reasonable use of the Units for their intended purposes, management by Management Company, and except as limited by the Act.

Condominium 15. To enable the Unit Owners for the time being to manage and operate Association and the Condominium as an efficient whole a body corporate is hereby constituted by Transfer of virtue of the Act together with the powers and duties prescribed by the Act and the Condominium Documents; the body corporate hereby constituted shall have the style Control and title of "Balmoral Phase 1 Condominium Association" which term shall include any managers duly appointed or designated by the body corporate to carry out its functions (herein called "the Condominium Association" or "the Association"); the Byelaws of the Condominium Association in the first instance shall be those set out in the Fourth Schedule hereto. (a) Control of Association: The Declarant shall appoint the first members to the Board of the Association ("the Board") in accordance with the provisions of the Byelaws and shall maintain control of the Board for such period as therein prescribed.

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(b) Management Agreement: The Association is authorized to contract for management of the Condominium, and to delegate to such contractors all powers and duties of the Association in accordance with the Condominium Documents or applicable law.

Ownership of 16. Each Unit Owner shall by virtue of his ownership of a Unit be as of Condominium right a member of the Condominium Association and be entitled to exercise his Association voting rights in the manner prescribed by the Act subject to the provision of Clause 25 hereof; each Unit Owner shall also be subject to all obligations of a member in accordance with and by virtue of the Act. Powers of 17. The Condominium Association shall have the following powers Condominium together with those conferred upon it by the Act: Association (a) To enforce the Unit Restrictions in the event of any breach thereof by any Unit Owner; (b) To enforce compliance by all Unit Owners with its Byelaws (as amended from time to time by Special Resolution passed by its Members in general meeting); (c) To enter into a long-term Management Agreement with the Management Company; (d) To establish funds for the operation and maintenance of the Property; (e) To make demand upon and recover from each Unit Owner his contribution in respect of common expenses ascertained in accordance with Clause 21 hereof and to enforce any charge in respect of unpaid contributions; (f) To recover from any Unit Owner any sum of money expended by the Condominium Association for repairs or at its direction in complying with any Notice or Order issued by a competent public authority in respect of any part of the Property or the Building comprising the Unit of any Unit Owner. 18. In addition to the duties imposed on it by the Act the Condominium Duties of Association shall be responsible for: Condominium (a) Maintaining and repairing the Condominium Common Property Association including the structure of each of the Units together with any porches or terraces comprising a part thereof and all conduits ducts pipes cables drains plumbing wiring and other service facilities located on the Property or serving the same and for this purpose its servants agents or contractors shall have the right to enter any Unit provided (save in an emergency) such entry shall be made only at reasonable times and upon reasonable notice and any damage caused to a Unit by virtue of any of the work which may be done in pursuance of such maintenance and repair shall be remedied by the Condominium Association at its own expense; (b) Subject to Sections 24 and 25 of the Act insuring the Units and all other insurable property comprising a portion of the Property to the full replacement value thereof against fire hurricane sea wave and public liability and against such other risks as are standard in respect of buildings similar in construction site and use or as may be prescribed by a Special Resolution of the members of the Condominium

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Association without prejudice to the right of any Unit Owner to insure his own Unit or its contents thereof for such risks as he shall think fit. Except as specifically provided in this Declaration or by the Act, the Association shall not be responsible to Owners to obtain insurance coverage on the Property lying within the boundaries of their Units, including their personal property, and for their personal liability and living expense, and for any other risks not otherwise insured in accordance herewith. The Association shall comply with any insurance standards set by the Master Association to the extent they are higher than standards set in the Condominium Documents or the Act; (c) Producing on demand to any Unit Owner the policy of insurance and the receipt for any premium payable in respect thereof; (d) Ensuring that the Condominium Common Property together with any buildings structures or machinery thereon are maintained in a good state of repair and kept clean and tidy paying so far as the amenity areas are concerned the cost of any water or electricity used in connection therewith; (e) Such other duties as may from time to time be prescribed by the members of the Condominium Association in General Meeting; and (f) Maintaining detailed and accurate accounts and records in chronological order of the receipts and expenditures arising from its operation of the Property; such accounts and records and any vouchers authorizing any payments shall be available for inspection by any Unit Owner at all reasonable times and accounts duly audited by a qualified auditor shall (unless waived in writing by a majority of the Unit Owners for the time being) be rendered to all Unit Owners at least once in every year.

Insurance 19. (a) In the event of damage to or destruction of the Buildings or insurable Provisions Improvements (hereinafter referred to as "the Insured Property") as a result of fire or other casualty, whether resulting from an insured or uninsured casualty, the Association shall arrange for the prompt repair and restoration of the Insured Property in accordance with the provisions of Section 26 of the Act and the Association shall disburse the proceeds of all insurance policies to the contractors engaged in such repair and restoration in appropriate progress payments. (b) Whenever in this Clause the words "prompt repair" are used, it shall mean that repairs are to begin not more than sixty (60) days after the date the Association notifies the Owners that it holds proceeds of insurance on account of such damage or destruction sufficient to pay the estimated cost of such work, or not more than ninety (90) days after the Association notifies the Owners that such proceeds of insurance are insufficient to pay the estimated costs of such work. The Association may rely on a Certificate of the Association made by its President and Secretary to determine whether or not the damaged property is to be reconstructed or repaired. (c) Any reconstruction or repair must be made substantially in accordance with the plans and specifications for the original Improvements and in accordance with applicable building and other codes. Where it becomes the duty of the Association pursuant to Section 26 of the Act to reconstruct or repair the Building the plans,

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specifications and scheme for reconstruction or repair shall be approved in accordance with the provisions of Section 26 of the Act and shall additionally be subject to the prior written approval of the Management Company. Any plans and specifications for reconstruction or repair shall also be subject to the prior written approval of the Management Company such approval not to be unreasonably withheld. (d) notwithstanding anything contained in the Condominium Documents, the Association shall not be liable or responsible for, or in any manner a guarantor or insurer of, the health, safety, or welfare of any owner, occupant, or user of any portion of the Property including residents and their families, guests, invitees, agents, servants, contractors, or subcontractors or for any property of any such persons. Without limiting the generality of the foregoing: (i) it is the express intent of the Condominium Documents that the various provisions thereof which are enforceable by the Association and which govern or regulate the uses of the Property have been written, and are to be interpreted and enforced, for the sole purpose of enhancing and maintaining the enjoyment of the Property and the value thereof; (ii) the Association is not empowered, and has not been created, to act as an entity which enforces or ensures the compliance with the laws of the Commonwealth of The Bahamas. (iii) any provisions of the Condominium Documents setting forth the uses of assessment funds which relate to health, safety, or welfare shall be interpreted and applied only as limitations on the uses of assessment funds and not as creating a duty of the Association to protect or further the health, safety, or welfare of any person(s), even if assessment funds are chosen to be used for any such reason. (iv) each Owner (by virtue of his acceptance of title to his Unit) and each other person having an interest in or lien on, or making any use of, any portion of the Property (by virtue of accepting such interest or lien or making such uses) shall be bound by this provision and shall be deemed automatically to have waived any and all rights, claims, demands, and causes of action against the Association arising from or connected with any matter for which the liability of the Association has been disclaimed in this provision. (v) as used in this paragraph, "Association" shall include within its meaning all of the Association's directors, officers, committee, employees, agents, managers, contractors, subcontractors, successors, and assigns and their respective directors, officers, and employees and shall also include the Declarant, which shall be fully protected hereby. 20. All expenses incurred by the Condominium Association in connection Common with the discharge of the duties referred to in Clause 18 hereof any administrative or Expenses operational costs incurred by the Condominium Association and all costs and expenses arising under the Master Declaration and assessed by the Master Association against the Property are hereinafter referred to as "Common Expenses" which shall include the cost of complying with any Notice or Order issued by a

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competent public authority and any rates charges taxes or assessments on the Property and as a whole and the Condominium Association shall be entitled to recover such Common Expenses from the Unit Owners for the time being by contributions to be made by each Unit Owner at whatever intervals the Directors of the Condominium Association may think fit and the amount of which is to be calculated in accordance with Clause 21 hereof save and except that until a contrary resolution is passed by the said Directors each Unit Owner shall pay in advance to the Condominium Association one quarter's contribution to maintenance. Provided however that: (a) The Condominium Association if authorized by its members in General Meeting may from time to time agree that expenditure for any other purposes may be considered Common Expenses and any expenses declared to be Common Expenses by the provisions of the Act or by this Declaration, the Byelaws or the Master Declaration may be charged as Common Expenses and recovered from the Unit Owners; and (b) The expression "Common Expenses" shall not include the cost of repairs and maintenance work carried out by the Condominium Association to: (i) any Unit at the request of the Unit Owner thereof; (ii) any conduit duct pipe cable drain wire or plumbing or sanitary apparatus situate within any Unit which was installed only for the benefit and use of the occupiers for the time being of that Unit and no other; or (iii) any portion of the Condominium Common Property or any conduit duct pipe cable drain wire plumbing or sanitary apparatus situate within the Unit damaged due to the act neglect or carelessness of the Unit Owner or his guests employees agents or lessees; and all such moneys so expended shall be recoverable from the Owner of the relevant Unit. 21. (1) Assessments: The Owner of each Unit shall be liable for that share of Assessments the Common Expenses which equals the Unit Entitlement. The Association shall and Common invoice each Owner for the portion of the Common Expenses which are attributable Expenses to the Owner's Unit. The mailing and collection of assessments against each Owner

for Common Expenses, for the costs or expenses for which an individual Owner may be solely responsible pursuant to the Condominium Documents, and for reserves as may from time to time be established by the Board, shall be pursuant to the Byelaws, subject to the following provisions: (a) Interest; Application of Payments: Assessments and installments on assessments paid on or before twenty (20) days after the date when due shall not bear interest, but all sums not paid on or before twenty (20) days after the date when due shall bear interest at the rate of 18% per annum or the highest rate permitted by law from the date when due until paid. In addition, the Association may charge an administrative late fee for each delinquent installment in the amount of twenty-five dollars (US$25.00). The Association may use the services of a collection agency for collection of delinquent accounts. All payments shall be first applied to interest, administrative late fees, costs, and reasonable attorneys' fees incurred in collection

12 4th Draft- 16/02/2009 including any incurred in all insolvency bankruptcy and probate proceedings, and then to the assessment payment first due. The Board shall have the discretion to increase or decrease the amount of the administrative late fee or interest rate within the limits imposed by law; provided, however, that the increase or decrease shall be made effective by amending the Rules and Regulations and notifying the Owners of same by regular mail addressed to each Owner at the last known address of each Owner as set forth in the Association's books and records. Notwithstanding any provision of this paragraph to the contrary, the Board shall have the right to waive any late fees or interest that accrue as a result of delinquent payment. (b) Lien for Assessments: The Association shall have a Lien against each Unit for any unpaid assessments and for interest thereon relative to such Unit, which Lien shall also secure all late charges, reasonable attorneys' fees and costs incurred by the Association incident to the collection of the assessment or enforcement of such Lien, whether or not legal proceedings are initiated and including those incurred in all bankruptcy and probate proceedings, and all sums advanced and paid by the Association for taxes and payments on account of superior mortgages, liens, or encumbrances which may be advanced by the Association in order to preserve and protect its Lien and such said costs, fees and expenditures shall constitute a common expense under the provisions of the Act for the purpose of creating a charge on such Unit. The Association shall lodge for recording a claim of Lien in the Registry stating: (i) the name of the Association and address of the Property, (ii) the volume and page number of the record of this Declaration, and (iii) the legal description of the Unit and the name of the Owner of record, the amount claimed to be due and the due dates. The Lien shall continue in effect until all sums secured by the Lien shall have been fully paid or until such time as is otherwise permitted by law. Claims of Lien shall be signed and verified by an officer or by an authorized agent and under the common seal of the Association. On receipt of full payment, the party making payment shall be entitled on demand to the Association to a recordable Discharge Certificate within a reasonable period of time after such demand, to be prepared and recorded at such party's expense. The Association may also sue to recover a money judgment for unpaid assessments or may exercise all the powers of sale of a mortgagee pursuant to the provisions of the Conveyancing and Law of Property Act, Chapter 138, the Statute Laws of The Bahamas, Revised Edition of 2000. Nothing in this Declaration shall be construed as a modification of any rights or remedies of the Association pursuant to applicable law, except to the extent that the Condominium Documents allow additional remedies, to the extent that such additional remedies are permitted by law. (c) Personal Liability for Unpaid Assessments: Each Owner is personally liable for all assessments made against the Unit pursuant to this Declaration and applicable law, and the Association may bring an action for a money judgment against a delinquent Owner to collect all sums due the Association, including interest,

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late charges, costs, and reasonable attorneys' fees, including those incurred in all bankruptcy and probate proceedings. If a Unit is owned by more than one Person such owners shall be jointly and severally liable for all assessments made against their respective Unit. The liability for assessments may not be avoided by waiver of the use or enjoyment of any Common Property or by abandonment of the Unit for which the assessments are made. Any Person acquiring title shall pay the amount owed to the Association within thirty (30) days after transfer of title. (d) Payments of Assessments: No Owner may withhold payment of any regular or special assessment or any portion thereof because of any dispute which may exist between that Owner and the Association, the Management Company, or Declarant, or among any of them, but rather each Owner shall pay all assessments when due pending resolution of any dispute. (e) Suspension of Services: If an Owner is more than thirty (30) days in arrears with respect to any assessments or any other payments due from such Owner to Association, Management Company may, but is not obligated to, suspend services to such Owner without notice. (2) No conveyance of a Unit shall be recognized as valid by the Association unless accompanied by a certificate of the Association stating that all Personal Charges due the Association are paid in full. 22. Each Unit Owner shall: Obligations of (a) during the occupancy of his Unit observe the Master Declaration and Unit Owner the Unit Restrictions and do nothing to obstruct or interfere with the conditions

restrictions and easements in favour of other Units set out in the Act, in the Master

Declaration or in this Declaration; (b) in his use and enjoyment of his Unit and the Condominium Common Property observe the Byelaws set out in the Schedule to the Act and herein (as amended from time to time by the Condominium Association) or such Byelaws as may be from time to time in force; (c) punctually pay all contributions demanded of him by the Condominium Association in respect of Common Expenses in accordance with Clause 21 hereof. (d) promptly to report to the Association any defect or need for repairs for which the Association is responsible; (e) to bear in their entirety any expenses of repairs or replacements to the Property occasioned by the specific use or abuse by any Owner or any licensee, guest, or tenant of any Owner; (f) to permit the Association and its agents, at all reasonable times on notice (except in case of emergency when no notice shall be required), to enter the Owner's Unit for the purpose of inspecting the same and maintaining, repairing, or renewing pipes, wires, cables, and ducts for the time being existing in the Unit and capable of being used in connection with the enjoyment of any other Unit or Common Property, or for the purpose of maintaining, repairing, or renewing Common Property,

14 4th Draft- 16/02/2009 or for the purpose of ensuring that the provisions of this Declaration and the Byelaws are being observed. (g) each Owner shall have the primary obligation and liability to: (i) maintain the Owner's Unit as well as all items that comprise such Unit or that are contained therein or that exclusively service such Unit in compliance with all applicable laws, this Declaration and the Master Declaration, and in good order, condition, and repair; (ii) maintain (i.e., keep such areas in a clean, attractive, and sanitary condition, free from rubbish and litter, but not paint) the patio appurtenant to the Owner's Unit (if any), and the top, side, and lower surfaces of the interior and exterior balcony appurtenant to the Owner's Unit (if any), with the Association being responsible for painting the same and for the outward facing surface and actual structure and structural components of such patios and balconies. (h) no Owner shall make any addition, alteration, or improvement in or to the Owner's Unit without the prior written consent of: (i) the Association; and (ii) the Master Association pursuant to the provisions of the Master Declaration. The Association shall have the obligation to answer any written request by an Owner for approval of such an addition, alteration, or improvement in such Owner's Unit within forty-five (45) days after the earlier date of such request and the date on which all additional information requested is received, and the failure to do so within the stipulated time shall constitute the Association's consent. The proposed additions, alterations, and improvements by the Owner shall be made in compliance with all laws, rules, ordinances, and regulations of all governmental authorities having jurisdiction (although the Association shall in no manner be required to enforce same) and with any conditions imposed by the Association with respect to design, structural integrity, aesthetic appeal, construction details, Lien protection, or otherwise. An Owner making or causing to be made any such additions, alterations, or improvements agrees, and shall be deemed to have agreed, for such Owner, and his heirs, personal representatives, successors, and assigns, as appropriate, to hold the Association and all other Owners harmless from and to indemnify them from any liability, obligation, loss, claim, suit, charges, or damage and expenses arising therefrom, and shall be solely responsible for the cost and expense of maintenance, repair, and insurance thereof from and after that date of installation or construction thereof as may be required by the Association. (i) the foregoing restrictions of this Clause (Clause 22) shall not apply to Declarant-owned Units. The Declarant shall have the additional right subject to the terms of the Act and this Declaration, without the consent or approval of the Association, Master Association or other Owners, to make alterations, additions, or improvements, structural and non-structural, interior and exterior, ordinary and extraordinary, in, to, or on any Unit owned by it or by another Owner consenting to

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the applicable change(s), and immediately adjacent Common Property (including the removal or addition of walls, floors, ceilings, or other structural portions of the Improvements), provided, however, that there shall be no adverse impact on any other Owners.

Management 23. Management Agreement: As set forth in Clause 15, the Association may Agreement enter into such management contracts, from time to time, as it deems necessary to engage the services of third parties to carry out all or part of the maintenance and operational duties and obligations of the Association in accordance with this Declaration. The Association will enter into Management Agreements with the Management Company for such purposes. If a Management Agreement is terminated, the maintenance duties and other obligations of the Condominium will be the exclusive responsibility of the Association. 24. The Condominium Association shall at all times maintain a register Register of containing the names of the Unit Owners of all of the Units together with an address for Unit Owners service which unless the Unit Owner shall reside permanently in the Unit shall be one which is not within the Property and in the event of sale or transfer of any Unit the purchaser or transferee shall notify the Condominium Association in writing of his interest in such Unit together with such recording information as shall enable the instrument by which such purchaser or transferee has acquired his interest to be identified in the Registry of Records. 25. Any person to whom a Unit or Units may be conveyed by way of legal Mortgages mortgage (hereinafter referred to as "the Legal Mortgagee") shall subject to the recording of such Mortgage in the Registry of Records and upon the service of written notice thereof on the Condominium Association be considered the Unit Owner in respect of that Unit including membership in the Condominium Association which is appurtenant to such Unit; the Legal Mortgagee may give a proxy to his mortgagor enabling the mortgagor to exercise the voting rights in respect of such membership and such proxy shall (so far as may be necessary) constitute a notice of waiver for the purposes of Section 16(3) of the Act and may be revoked by the Legal Mortgagee at any time. 26. Rules and Regulations: Each Owner shall comply with the Rules and Rules and Regulations. Reasonable Rules and Regulations concerning the use of the Property Regulations may be promulgated and amended from time to time by the Association in the manner provided by the Byelaws. Association reserves the right to make such other Rules and Regulations as, in its judgment, may from time to time be needed for care and cleanliness of the Property, the preservation of good order in and on the Property and for the proper governance of the Property. Association may delegate any or all of its rights set forth in the Rules and Regulations to the Management Company as its agent and, to the extent that this is the case: (i) Owners shall deliver to Management Company (on behalf of Association) all notices, reports, or other materials to be delivered by Owner to the Association under these Rules and Regulations; and (ii) Any instruction, approval, other communication, discretion, or action to be given, exercised, or undertaken by or on behalf of the Association under the

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Rules and Regulations shall be given or exercised by a Management Company on behalf of the Association. The Association reserves the right to enforce and to initiate legal and any other proceedings against any Owner or Permittee for breach of any of the Rules and Regulations. 27. Service on Unit Owners shall be by prepaid registered post to the Service of address for service shown in the Register maintained under the provisions of Clause Documents 24 hereof and when such address is outside the said Commonwealth the notice shall be sent by prepaid registered airmail; service on the Condominium Association shall be made in accordance with Section 29 of the Act.

Amendments 28. Save as herein otherwise stipulated this Declaration may be amended to Declaration from time to time by a Special Resolution of the Condominium Association passed by Unit Owners representing a minimum of Seventy five percent (75%) of the unit entitlement subject to the same being lodged in the Registry of Records within Twenty-one (21) days from the date thereof AND the Condominium Association shall immediately after the passing of such resolution notify all Unit Owners thereof. 29. The Condominium Association shall at its Principal Office keep copies Copies of of this Declaration (including the Byelaws) and all amendments thereto and such Declaration copies shall be available for inspection at reasonable hours by any Unit Owner (including any mortgagee) or other interested party or by any person duly authorized in writing by any of them. 30. From the effective date of this Declaration each completed Unit Rights of together with its unit entitlement shall until sale be vested in the Declarant subject to Declarant the Unit Restrictions and otherwise pursuant to the provisions of the Act, this Declaration and the Master Declaration. Termination 31. The Property may only be removed from the provisions of the Act of Declaration pursuant to the provisions of Section 31 thereof. If any provision of this Declaration shall be prohibited by law or declared by a court to be unlawful, void or unenforceable, the provisions shall, to the extent required, be severed from this Declaration and rendered ineffective as far as possible without modifying the remaining provisions of this Declaration, and shall not in any way affect any other circumstances of or the validity or enforcement of this Declaration. Marginal 32. The marginal notes are for the purpose of ease of reference only and Notes do not form part of this Declaration.

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THE FIRST SCHEDULE HEREINBEFORE REFERRED TO

(description of the Property)

THE SECOND SCHEDULE HEREINBEFORE REFERRED TO

BUILDING UNIT UNIT ENTITLEMENT E E13 E14 F F15 F16 G G17 G18 G19 G20 H H21 H22

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THE THIRD SCHEDULE HEREINBEFORE REFERRED TO Use and Occupancy Restrictions 1. Occupancy: Subject to Owners' rental rights set forth in this Declaration, Units may only be occupied and used by their respective Owners and Permittees as private dwellings or guest accommodation only, and for no other purpose. 2. Pets and Other Animals: (a) No pets, reptiles, wildlife, or other animals, other than dogs or cats will be allowed anywhere on the Property (including the Units) without the prior written consent of the Association (except those pets licensed to provide aid to and which are accompanied by a disabled person), nor will any animals be kept, bred, or maintained for any commercial purposes. (b) The conduct of all pets must not interfere with the rights and privileges of the neighbors of pet-owning Owners or Permittees or any person or owner within the Development ("Development Owner"). If there are any nuisances or disturbances caused by a pet, or complaints from other Owners, Permittees, or Development Owner regarding a pet, the Association may require that such pet be removed from the Property. All Owners are responsible for the actions of their pets and the pets of Permittees and the costs of any and all damage caused by such pets shall be a Personal Charge of the Owner. 3. Alterations: Without limiting the generality of Clause 22 of this Declaration, no Owner shall cause or allow improvements or changes to any Unit or Common Property, including, painting or other decorating of any nature (other than to the interior of the Unit), installing any electrical wiring, television antenna, machinery, or air-conditioning units or in any manner changing the appearance of any portion of the Building, without obtaining the prior written consent of the Association and the Master Association. 4. Use of Common Property: The Common Property shall be used only for the furnishing of the services and facilities for which they are reasonably suited and which are incident to the use and occupancy of Units. 5. Nuisances and Objectionable Practices: (a) No nuisances (as reasonably determined by the Association) shall be allowed on the Property, nor shall any use or practice be allowed which is a source of annoyance to residents or occupants of Units or which interferes with the peaceful possession or proper use of the Property by its residents or occupants. (b) Neither Owners nor Permittees shall (i) use or keep in or about the Property any kerosene, gasoline, or flammable or combustible fluid or material; (ii) use, keep, or permit to be used or kept any foul or noxious gas or substance in or about the Property; or (iii) permit any unusual or objectionable odors to emanate from their Units; (iv) with respect to such Owners or Permittees, permit or suffer the Property to be occupied or used in a manner offensive or objectionable to others because of noise, odors, vibrations, or otherwise; or (v) interfere in any way with

19 4th Draft- 16/02/2009 other users of the Property or those having business in the Property. Neither Owners nor their Permittees, agents, servants, employees, contractors, or licensees shall do anything in the Property, or bring or keep anything therein, which will in any way increase or tend to increase the risk of fire, or which shall conflict with the regulations of the fire department serving the Property, or the fire laws, or with any insurance policy on the Property, or with any applicable law. No barbecuing, fire rings, or other outdoor fires are permitted on any balcony. (c) Neither Owners nor Permittees shall use any sound device (including loud speakers, microphones, transmitters, or amplifiers) in any manner causing or otherwise disturbing or disrupting the enjoyment of the Property by Owners or applicable Permittees or surrounding properties by other persons provided no sound device shall be used in any case by Owners or applicable Permittees between the hours of 11:00pm and 10:00 am. (d) Neither Owners nor Permittees shall (i) make any room-to-room solicitation of business from anywhere within the Property; or (ii) use the Property for conducting any business or activity other than that specifically provided for in the Condominium Documents. (e) Hanging, cleaning, or beating garments, rugs, or the like from or on the windows, balconies, or facades of the Buildings, or in lobbies, hallways, stairways, or other areas of a similar nature, is prohibited. 6. No Improper Use: No Owner or Permittee shall use the Property or any part thereof for any improper, immoral, objectionable, offensive, hazardous, or illegal purpose, and all valid laws, zoning ordinances and regulations of all governmental bodies having jurisdiction thereover shall be observed. Violations of laws, orders, rules, regulations, or requirements of any governmental agency having jurisdiction thereover, relating to any portion of the Property, shall be corrected by, and at the sole expense of, the party obligated to maintain or repair such portion of the Property, as elsewhere set forth in this Declaration. Notwithstanding the foregoing and any provisions of this Declaration or the Byelaws, the Association shall not be liable to any person(s) for its failure to enforce the provisions of this Clause. No activity specifically permitted by this Declaration shall be deemed a violation of this Clause. 7. Exterior: Without limiting the generality of Clause 22 of this Declaration no Owner shall cause anything to be affixed or attached to, hung, displayed or placed on the exterior walls, doors, balconies, patios, or windows of the Buildings (including, awnings, signs, storm shutters, screens, window tinting, furniture, fixtures, and equipment), nor to plant or grow any type of shrubbery, flower, tree, vine, grass, or other plant life outside his Unit, unless same is in an enclosed terrace or receives the prior written consent of the Association. All window treatments shall be of a type, color, and appearance approved by the Association. Neither Owners nor Permittees shall install any radio or television antenna, satellite dish, or antenna, loudspeaker, or other device on the roof or exterior walls of the Buildings (including the balconies) without the prior written consent of the Association. For greater certainty, the Association retains absolute control over the

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appearance of all parts of the Property other than the Units (except as otherwise provided in the Condominium Documents), and neither Owners nor Permittees shall, without the Association's prior written consent, install or permit to be installed any awnings, files, fixtures, furniture, lighting, paintings, curtains, drapes, blinds, shades, signs, lettering, placards, decorations, or advertising media of any type, or any other item which can be viewed from the exterior of the Buildings, public halls, or passageways. If the Association consents to the installation of any such items, neither Owner nor Permittees shall make any changes, alterations, or modifications to such installed items without the prior written consent of the Association, and Owner and Permittees shall maintain such items at its expense in a neat and orderly manner at all times. 8. Damage: No Owner or Permittee shall deface, mar, or otherwise damage any part of the Property, or mark, paint, drive nails, screw or drill into exterior facades, aluminum window frames, partitions, woodwork, or plaster in or on the exterior of the Buildings or in any way deface the Property or any part thereof. In the event of any damage, the Owner shall be liable for the cost of repair. 9. Entrance Doors: All entrance doors to the Units shall be left locked and all windows shall be left closed whenever an Owner or Permittee is not in residence. 10. Association Control; Prohibited Practices: All areas of the Property (except for the Units) including, halls, passage ways and service ways, exits, entrances, stairs, loading and unloading areas, trash areas, roadways, walkways, parkways, if any, driveways, if any, and landscaped areas shall be under the sole and absolute control of the Association which shall have the exclusive right to regulate and control such areas. Neither Owners nor Permittees shall obstruct any part of the Property. The Property is private property and the Association is authorized in all cases to control and prevent access thereto by all persons whose presence the Association considers, in its sole and absolute discretion, to be prejudicial to the character, reputation, or interests of Owners, the Property, Permittees, or any of them. The Association is authorized to exclude or expel from the Property any person who, in the judgment of Association, is intoxicated or under the influence of liquor or drugs (except those persons within a Unit), or who shall in any manner act in violation of any of Condominium Documents. 11. Restoration by Association: If Owners or Permittees fail to keep and perform any of the requirements in any of the Condominium Documents relating to the maintenance of the Unit, subject to any applicable notice cure period (if any), immediately on written notice from the Association of such failure, the Association may restore the Unit to its original condition and repair any consequential damage to the Property, and Owner shall reimburse the Association on demand for such cost of restoration as a Personal Charge. 12. Notification Requirements: Owners shall give the Association and Management Company prompt written notice of any accidents occurring in, or related to the Property, or of defects in the Buildings, including the plumbing, water pipes, electric wire, or heating apparatus.

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13. Cooling and Heating: No water cooler, water heater, heating, or air conditioning unit or system or other cooling or heating apparatus other than that supplied by Declarant or approved by the Association, shall be installed or used by Owners or Permittees without the prior written consent of the Association. 14. Systems Operations: Neither Owners nor Permittees shall (a) waste electricity, water, or air conditioning and agree to cooperate fully with the Association and Declarant to assure the most effective operation of the heating and air conditioning of the Buildings, and compliance with any governmental energy-saving laws; (b) obstruct, alter, or in any way impair the efficient operation of the heating, ventilating, air-conditioning, electrical, plumbing, sprinkling, fire safety, or lighting systems of the Buildings, or (c) tamper with or change the setting of any thermostats or temperature control valves (other than those within a Unit). No apparatus of any kind, other than normal appliances and normal office machines and equipment (such as typewriters, calculators, facsimile machines, copiers, or computers), shall be connected to the electrical system of the Property without the prior written consent of the Association. 15. Safety Procedures and Installations: (a) Owners and Permittees shall comply with all safety, fire protection, and evacuation procedures and regulations established by the Association or any governmental agency. Owners will permit the Association, upon reasonable notice, to install fire and smoke alarms in each Unit to be monitored by a master control board all to be installed and operated at the Association's expense. (b) Owners and Permittees shall comply with all requirements necessary for the security of the Property. 16. Garbage Disposal: Cigarette butts, trash, or other material must not be thrown from any patio, balcony, or window. The Association reserves the right to remove anything which it determines creates an unsightly appearance or hazard. Neither Owners nor Permittees shall deposit any trash, refuse, cigarettes, or other substances of any kind on the Property (excluding the Units), except in the refuse containers provided therefor. Owners and Permittees shall store all of their trash and garbage within the designated trash storage area, if any, designated by the Association. No material shall be placed in the trash boxes or receptacles if such material is of such a nature that it may not be disposed of in the ordinary and customary manner of removing and disposing of trash and garbage in the Commonwealth aforesaid without being in violation of any law or ordinance governing such disposal. All garbage and refuse removal and disposal shall be in accordance with the procedures established by the Association from time to time. 17. No Unnecessary Janitorial Labour: Neither Owners nor Permittees shall cause any unnecessary janitorial labour by reason of their carelessness or indifference in the preservation of good order and cleanliness in the Property. 18. Moving: No furniture, bulk packages, bulk supplies, bulk merchandise, bulk freight, or bulk equipment of any kind shall be brought into the Property without the prior written consent of the Association. All moving of the same into or out of the

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Property (including the use of loading docks and freight elevators, if any) shall be under the supervision of the Association, via the Property's freight handling facilities, if any, unless otherwise directed by the Association, and at such time and in such manner as the Association shall prescribe. Neither the Declarant nor the Association shall be responsible for the loss or damage of any items described in the first sentence of this provision from any cause and Owners shall reimburse the Association on demand for such costs of such damage as a Personal Charge. 19. Limitations on Weight, Size, and Position of Objects: Neither Owners nor Permittees shall place a load on any floor of any Unit which exceeds the load per square foot which such floor was designed to carry and which is allowed by law. The Association shall have the right to prescribe the weight, size, and position of all equipment, materials, furniture, or other property brought into the Buildings. Heavy objects, as determined by the Association, shall stand on such platforms as are determined by the Association to be necessary to properly distribute the weight. Any actions by the Association pursuant to this provision shall not impose any responsibility or liability on the Association for damage or destruction of any property. 20. Signs, etc.: Except as otherwise provided in this Declaration, no sign, advertisement, notice, or handbill (including without limitation signs advertising a Unit for sale or rent) shall be exhibited, distributed, painted, or affixed by Owners or Permittees on any part of the Property (excluding items within Units that are not visible from the exterior of such Units), without the prior written consent of the Association, which consent may be withheld in the Association's sole and absolute discretion. In the event of the violation of the foregoing, the Association may remove same without any liability, and may charge the expense incurred in such removal to the Owner responsible therefor. 21. Smoking: The Association may prohibit smoking on any part of the Property (other than within the Units) at any time. The Association may designate, relocate, or discontinue smoking areas in the Property (other than within the Units) at any time. 22. Leasing/Rental: Each Owner shall have the right to rent, lease or otherwise afford third parties the right to occupy the Owner's Unit from time to time, provided that each Owner and all tenants or occupants (including, without imitation, Permitees) shall comply with the covenants, terms, conditions and restrictions of this Declaration (and all Exhibits hereto) and any and all rules and regulations adopted by the Condominium Association.

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THE FOURTH SCHEDULE HEREINBEFORE REFERRED TO

BYELAWS

Board of the 1. (1) The powers and duties of the Condominium Association shall, body corporate subject to any restriction imposed or direction given at a general meeting, be exercised and performed by the Board of the Condominium Association. (2) The Board shall consist of not less than three nor more than seven Unit Owners and shall be elected at each annual general meeting: Provided that where there are not more than three Unit Owners, the Board shall consist of all Unit Owners. (3) Except where the Board consists of all the Unit Owners, the Condominium Association may by resolution at an extraordinary general meeting remove any member of the Board before the expiration of his term of office and appoint another Unit Owner in his place to hold office until the next annual general meeting. (4) Any casual vacancy on the Board may be filled by the remaining members of the Board. (5) Except where there is only one Unit Owner, a quorum of the Board shall be two, where the Board consists of four or less members; three, where it consists of five or six members; and four, where it consists of seven members. (6) The Board may appoint persons who are Unit Owners (whether or not members of the Board) to hold such offices and to perform such functions as the Board may from time to time determine. 2. (1) At the commencement of each meeting the Board shall elect a Meetings of the Board chairman for the meeting, who shall have a casting as well as an original vote, and if the chairman so elected shall vacate the chair during the course of a meeting the Board shall choose in his stead another chairman who shall have the same rights of voting. (2) At meetings of the Board all matters shall be determined by simple majority vote. (3) All acts done in good faith by the Board shall, notwithstanding it be afterwards discovered that there was some defect in the appointment or continuance in office of any member of the Board or some technical irregularity in the Board’s proceedings, be as valid as if such member had been duly appointed or had duly continued in office or as if the proceedings were regular.

General 3. (1) A general meeting of Unit Owners shall be held within three meetings. months after lodging this Declaration for record. (2) Subsequent general meetings shall be held once in each year provided that not more than fifteen months shall elapse between the date of one annual general meeting and that of the next.

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(3) All general meetings other than the annual general meeting shall be called extraordinary general meetings. (4) The Board may, whenever it thinks fit and shall upon a requisition in writing made by Unit Owners entitled to twenty-five per centum (25%) of the total unit entitlement of the units, convene an extraordinary general meeting. (5) Seven (7) day’s notice of every general meeting specifying the place, the date and the hour of meeting and in case of special business the general nature of such business shall be given to all Unit Owners and registered first mortgagees who have notified their interests to the Condominium Association, but accidental omission to give such notice to any Unit Owner or to any registered first mortgagee or non- receipt of such notice by any Unit Owner or registered first mortgagee shall not invalidate any proceedings at any such meeting. (6) Unless it be otherwise resolved by special resolution all general meetings of the Unit Owners shall be held on the Property. (7) Any resolution in writing in one or more parts signed by all Unit Owners shall be as valid and effectual as if it had been passed at a meeting of the members duly called and constituted.

Proceedings at 4. (1) Save as in these byelaws otherwise provided, no business shall general meetings. be transacted at any general meeting unless a quorum of persons entitled to vote is present in person or by proxy at the time when the meeting proceeds to business. One-half of the persons entitled to vote present in person or by proxy shall constitute a quorum. (2) If within one-half hour from the time appointed for a general meeting a quorum is not present, the meeting shall stand adjourned to the same day in the next week at the same place and time, and, if at the adjourned meeting a quorum is not present within one-half hour from the time appointed for the meeting, the persons entitled to vote in person or by proxy shall be a quorum. (3) At the commencement of a general meeting, a chairman of the meeting shall be elected.

Voting at general 5. (1) At any general meeting a resolution by the vote of the meeting meeting. shall be decided on a shown of hands unless a poll is demanded by any Unit Owner present in person or by proxy. Unless a poll be so demanded a declaration by the chairman that a resolution has on the show of hands been carried shall be conclusive evidence of the fact without proof of the number or proportion of votes recorded in favour of or against such resolution. A demand for a poll may be withdrawn. (2) A poll if demanded shall be taken in such manner as the chairman thinks fit and the result of the poll shall be deemed to be the resolution of the meeting at which such poll was demanded. (3) In the case of equality in the votes whether on a show of hands or on a poll the chairman of the meeting shall be entitled to a casting vote in addition to his original vote. 6. (1) On a show of hands each Unit Owner shall have one vote; on a Votes of unit owners.

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poll the votes of Unit Owners shall correspond with the unit entitlement of their respective units. (2) On a show of hands or on a poll votes may be given either personally or by proxy. (3) An instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney, and may be either general or for a particular meeting. A proxy need not be a Unit Owner. (4) Except in cases where by or under the Act a unanimous resolution is required, no Unit Owner shall be entitled to vote at any general meeting unless all contributions payable in respect of his unit have been duly paid. (5) Co-Unit Owners may vote by proxy jointly appointed by them, and in the absence of such proxy shall not be entitled to vote on a show of hands, except when the unanimous resolution of Unit Owners is required by the Act; but any co- Unit Owner may demand a poll. On any poll each co-Unit Owner shall be entitled to such part of the vote applicable to a unit as is proportionate to his interest in the unit. The joint proxy (if any) on a poll shall have a vote proportionate to the interests in the unit of such of the co-Unit Owners as do not vote personally or by individual proxy.

Further powers of 7. The Condominium Association may- Condominium Association. (a) purchase, hire or otherwise acquire personal property for use by Unit Owners in connection with their enjoyment of common property; (b) borrow on a short term basis any moneys required by it in the performance of its duties or the exercise of its powers; and (c) invest as it may determine any moneys in the fund for administrative expenses.

Duties of a unit 8. A Unit Owner shall- owner. (a) permit the Condominium Association and its agents, at all reasonable times on notice (except in case of emergency when no notice shall be required), to enter his unit for the purpose of inspecting the same and maintaining, repairing or renewing pipes, wires, cables and ducts for the time being existing in the units and capable of being used in connection with the enjoyment of any other unit or common property, or for the purpose of maintaining, repairing or renewing common property, or for the purpose of ensuring that these byelaws are being observed; (b) forthwith carry out all work that may be ordered by any competent public authority in respect of his unit other than such work as may be for the benefit of the building generally and pay all rates, taxes, charges, outgoings and assessments that may be payable in respect of his unit; (c) repair and maintain his unit and keep the same in a state of good repair, reasonable wear and tear, damage by fire, hurricane, seawave, force majeur or act of God excepted; (d) use and enjoy the common property in such a manner as not

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unreasonably to interfere with the use and enjoyment thereof by other Unit Owners or their families, visitors or employees; (e) not use his unit or permit the same to be used in such manner or for such purpose as shall cause a nuisance or hazard to any occupier of a unit (whether a Unit Owner or not) or the family of such occupier; and (f) notify the Condominium Association forthwith upon any change of ownership or of any mortgage or other dealing in connection with his unit.

Common seal. 9. The Condominium Association shall have a common seal which shall at no time be used except by authority of the Board previously given and in the presence of the members of the Board or at least two members thereof, who shall sign every instrument to which the seal is affixed: Provided that where there is only one member of the Condominium Association his signature shall be sufficient for the purpose of this clause.

Amendment of 10. The byelaws in the Schedule to the Act may be amended by special byelaws. resolution of the Condominium Association, and not otherwise.

(Signature Page to Follow)

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IN WITNESS WHEREOF the Declarant has caused it Common Seal to be hereunto affixed the day and year first hereinbefore written

______President

The Common Seal of BALMORAL DEVELOPMENT LIMITED was affixed hereto by , President of said Company and the said affixed his signature hereto in the presence of:

______

IN WITNESS WHEREOF [name of attorney-in-fact] as Attorney for the Mortgagee and by virtue of a Power of Attorney dated [ ] now of record in the Registry of Records has hereunto set his hand and seal the day and year first hereinbefore written.

______

Signed Sealed and Delivered by the said [name of attorney-in-fact] in the presence of:

______