SOUTH BAY MASTER DECLARATION OF COVENANTS

Section 1.14. "Condominium Development" shall mean those areas within South Bay currently contemplated and subsequently designated for development of multifamily residential condominiums.

Section 1.15. "Covenants" shall mean the covenants, conditions, restrictions, assessments, charges, servitudes, liens, reservations and easements set forth herein.

Section 1.16. "Declarant" shall mean Pope Resources, A Delaware Limited Partnership organized under the laws of the State of Delaware, its successors and assigns, but only if such successors or assigns should acquire all or substantially all of the then‑developed portions of South Bay from Declarant for the purpose of development. For purposes of this Declaration, and except where all or substantially all of the then‑developed portions of South Bay are involved, no individual, corporation, trust, partnership or other entity who or which has purchased a Lot or Lots within South Bay from Declarant, or whose title to such Lot is derived from a person who has purchased such property from Declarant, shall be deemed a successor or assign of Declarant.

Section 1.17. "Declaration" shall mean the Declaration of Covenants, Conditions, Restrictions, Assessments, Charges, Servitudes, Liens, Reservations and Easements, as amended or supplemented from time to time.

Section 1.18. "Declaration of Annexation" shall mean a recording subjecting Annexation Land to this Declaration.

Section 1.19. "Developer" shall mean and refer to Pope Resources, A Delaware Limited Partnership, and its successors and assigns as set forth in subparagraph 1.16.

Section 1.20. "Development Period" shall mean that period commencing with the recording this Declaration and terminating upon the first to occur of (i) fifteen (15) years from such commencement date; (ii) the termination of Class B Membership; or (iii) written notice from Declarant to the Master Association of termination of the Development Period.

Section 1.21. "Dwelling Unit" shall mean any building or portion of a building, including a condominium unit, situated upon a Lot designed and intended for use and occupancy as a residence by a single family.

Section 1.22. "Exempt Property" shall mean the following portions of South Bay:

(a) All land and improvements owned by or dedicated to and accepted by the United States, the State of Washington or Jefferson County, or any political subdivision thereof, for as long as any such governmental entity is the owner thereof or for so long as said dedication remains effective;

(b) All Master Association Land, Common Areas,

Limited Common Areas and Recreational Facilities;

this Declaration or other recorded instrument, makes

available for use by Members of the Master Association and evidences its intent to convey to the Master

Association at a later date, including but not limited to the community center, common areas and natural and

landscaped open spaces; and

(d) All commercial and religious sites.

Section 1.23. "First Mortgage" shall mean and refer to any unpaid and outstanding mortgage, deed of trust, or other security instrument on Lots in South Bay recorded in the office of the Auditor of Jefferson County, Washington, having priority of record over all other recorded liens except those governmental liens made superior by statute. "First Mortgagee" shall mean and refer to any person or entity named as a Mortgagee or Beneficiary under any First Mortgagee or any successor to the interest of any such First Mortgagee.

Section 1.24. "Golf Course" or "Golf Course Facilities" shall mean Golf Course and related facilities which may be developed at some time in the future and which may be owned and/or operated by Pope Resources, A Delaware Limited Partnership, together with all appurtenances thereto, including the maintenance and other buildings, vehicles and equipment associated therewith.

Section 1.25. "Governing Documents" shall mean the Articles and Bylaws of the Master Association, this Declaration, any applicable Supplemental Declaration and the South Bay Rules and any amendments thereto.

Section 1.26. "Government Mortgage Agency" shall mean the

Federal Housing Administration, the Veterans Administration, the

Federal Home Loan Mortgage Corporation, the Government National

Mortgage Association or the Federal National Mortgage Association or any similar entity, public or private, authorized, approved or sponsored by any governmental agency to insure, guarantee, make or purchase mortgage loans.

Section 1.27. "Land Use Classifications" shall mean the classification to be established by the Declarant pursuant to Article 4, which designates the type of improvements which may be constructed on a Lot or Common Area and the purposes for which such improvements and surrounding land may be utilized.

Section 1.34. "Occupant" shall mean any person, other than an owner, in rightful possession of a Lot.

Section 1.35. "Open Spaces" shall mean and refer to those areas designated on a recorded subdivision plat as Open Spaces. Unless otherwise stated in a subdivision plat or Supplemental Declaration, it is intended that all open spaces are Limited Common Areas for the benefit of the owners in specific subdivisions of South Bay.

Section 1.36. "Owner" shall mean the record owner of a fee simple interest in any Lot, but excluding others who hold such title merely as security. Purchasers and their assignees under recorded real estate contracts shall be deemed Owners as against their respective sellers or assignors. An Owner shall include any person who holds record title to a Lot in joint ownership with any other person or holds an undivided fee interest in any Lot.

Section 1.37. "Recreational Facilities" shall mean all real property within South Bay (including improvements thereon) owned by the Master Association or Declarant for the common recreational use and enjoyment of the Members. Declarant shall convey to the Master Association any Recreational Facilities owned by Declarant prior to the termination of the Development Period.

Section 1.38. "Resident" shall mean:

(a) An Owner actually residing on a Lot;

(b) Each Purchaser under a real estate contract covering any Lot actually residing on the Lot; and

(c) Members of the immediate family of each Owner and of each Purchaser actually living in the same household in South Bay with such Owner or Purchaser; and

(d) Tenants/Renters

Section 1.39. "Single Family" shall mean a group of one or more persons each related to the other by blood, marriage or legal adoption, or a group of not more than four (4) persons not all so related, who maintain a common household in a Dwelling Unit. For purposes of this Declaration, "single family" shall also include a corporation, partnership or other entity that owns a corporate residence or condominium unit for use by its directors, shareholders, employees, guests and invitees.

Section 1.40. "South Bay" shall mean the real property described in Exhibit A and development to be completed thereon, together with any additions or annexations thereto as permitted pursuant to this Declaration.

Section 1.41. "South Bay Rules" shall mean the rules for South Say adopted by the Board pursuant to Article 5.

Section 1.42. "South Bay Design Standards" shall mean the rules and standards established by the Architectural Review Committee which rules shall be enforceable in the same manner as this Declaration.

Section 1.43. "Special Assessment" shall mean any assessment levied and assessed pursuant to the Special Assessment provisions of Article 7.

Section 1.44. "Special Use Fees" shall mean admission or other special use fees authorized by this Declaration which an Owner or any other person is obligated to pay to the Master Association over, above and in addition to any Annual or Special Assessments or Maintenance Charges imposed or payable hereunder.

Section 1.45. "Subdivision Plat" shall mean a recorded plat causing a legal subdivision of all or any portion of South Bay.

Section 1.46. "Supplemental Declaration" shall mean a Supplemental Declaration recorded pursuant to this Declaration to which portions of South Bay may hereafter be subjected. Each such Supplemental Declaration must be approved and executed by Declarant and recorded in Jefferson County.

Section 1.47. "Village Association" shall mean and refer to any Washington nonprofit corporation, except the Master Association, its successors and assigns, organized and established by Declarant pursuant to or in connection with any Supplemental Declaration governing a specific residential community within South Bay.

Section 1.48. "Visible From Neighboring Property" shall mean, with respect to any given object, that such is or would be visible to a person six feet tall, standing at ground level on any part of a Lot, Common Area or Limited Common Area neighboring that on which such object exists.

ARTICLE 2

PROPERTY SUBJECT TO SOUTH BAY DECLARATION Return to table of contents

Section 2.1. General Declaration Creating South Bay. Declarant intends to develop South Bay into various Lots and to sell and convey such Lots to Owners. As portions of South Bay are developed, Declarant may record one or more Supplemental Declarations designating and covering Lots, Common Areas, Limited Common Areas and easements. Each such Supplemental Declaration shall incorporate this Declaration by reference and may establish such additional Covenants as may be appropriate for that portion of South Bay, providing that said Covenants shall be consistent with this Declaration. Declarant hereby declares that all of the real property within South Bay is and shall be held, conveyed, encumbered, occupied, built upon or otherwise used, improved or transferred, in whole or in part, subject to this Declaration and any recorded Supplemental Declaration applicable thereto, as amended from time to time; provided, however, exempt properties shall only be subject to those portions of this Declaration relating to easements and restrictions imposed concerning placement of utilities and the use and maintenance of properties within South Bay.

This Declaration, and any Supplemental Declarations contemplated herein, are declared and agreed to be in furtherance of a general plan for the overall improvement of the various development components of South Bay and are established for the purpose of enhancing and perfecting the value, desirability and attractiveness of South Bay and every portion thereof. This Declaration, as hereafter may be modified or amended, shall run with the South Bay property described in Exhibit A, and any property subsequently added or annexed pursuant hereto, and shall be binding upon and inure to the benefit of Declarant, the Master Association, all Owners, Residents and Occupants, and their successors and assigns. Nothing in this Declaration shall be construed to prevent Declarant from dedicating or conveying portions of South Bay including, but not limited to, Common Areas, Limited Common Areas, streets, roadways and easements to any governmental entity or third party or for uses other than as a Lot, Association Land, Common Area, Limited Common Area or Recreational Facilities.

I Section 2.2. Master Association and Village Association Bound. Upon issuance of a Certificate of Incorporation by the State of Washington, the Covenants shall be binding upon and shall benefit the Master Association and any other Village Association formed to serve specific subdivisions or properties within South Bay.

Section 2.3. Superseded Declaration. This 'Declaration supersedes and is made in full substitution for any prior covenants, conditions or restrictions which may have been imposed on the real property described herein by Declarant or any of its predecessors in interest.

ARTICLE 3

EASEMENTS AND RIGHTS OF ENJOYMENT IN COMMON AREAS AND RECREATIONAL FACILITIES
Return to table of contents

Section 3.1. Easements of Enjoyment. With the exception

of any Limited Common Areas, every Owner, Resident, Occupant and Member of the Master Association shall have a non‑exclusive right and easement of enjoyment in and to the Common Areas and Recreational Facilities, specifically including the trail and pathway system throughout South Bay, which easement shall be appurtenant to and shall pass with the title to every Lot subject to the following provisions:

3.1.1 The right of the Master Association to charge reasonable Special Use Fees for the use of any Recreational Facilities situated upon the Master Association Land or Common Areas. Special Use Fees shall be uniform among Members of the Master Association, but May Vary among Associate Members and others permitted to use any of the facilities depending upon the circumstances and at the discretion of the Board.

3.1.2 The right of the Master Association to suspend the voting rights and right to use of the Master Association Land, Common Areas and Recreational Facilities by any Member (i) for any period during which any Assessment against such Owner's Lot remains delinquent; (ii) for a period not to exceed sixty (60) days for any infraction of this Declaration, a Supplemental Declaration or the South Bay Rules; and (iii) for successive sixty (60) day periods if any such infraction is not corrected during any prior sixty (60) day suspension period;

3.1.3 The right of the Master Association to dedicate, grant or transfer such permits, licenses and easements for utilities, roads and/or other purposes consistent with the intended use of the Common Areas or as otherwise provided in this Master Declaration, or any Supplemental Declaration, and reasonably necessary or desirable for the proper use, maintenance or operation of any portion of South Bay, including Recreational Facilities, and which do not have any substantial adverse effect on the enjoyment of the Common Areas by the Members;

3.1.4 The right of the Master Association to regulate the use of the Common Areas and Recreational Facilities through the South Bay Rules and to prohibit access to those Common Areas, such as drainage easements, not intended for use by Members. The South Bay Rules are intended to enhance the preservation of the Common Areas, including Recreational Facilities, for the safety and convenience of the users thereof and shall serve to promote the best interests of the Owners, Residents and Occupants;

3.1.5 The right of the Master Association to prescribe which Members are permitted to use the Recreational Facilities and to determine who may be classified as guests and to close or limit the use of the Common Areas and Recreational Facilities, or portions thereof, while maintaining and repairing the same;

3.1.6 The right of the Declarant, reserved hereby, to non-exclusive use of all Common Areas, Limited Common Areas and Recreational Facilities for display, sales, promotional, and other purposes deemed useful by Declarant and its agents and representatives in advertising or promoting South Bay. This right shall permit Declarant to allow unlimited use by guests and prospective customers of all Common areas, Limited Common Areas and Recreational Facilities and shall terminate at the end of the Development Period.

3.1.7 The right of the Master Association, in accordance with its Articles and Bylaws, to borrow money for the purpose of improving the Common Areas and/or Recreational Facilities and, with written consent of two‑thirds (2/3) of the votes of each class of Membership and all First Mortgagees, to mortgage said Common Areas and Recreational Facilities as security for any such loan.

Section 3.2. Delegation of Use.

3.2.1 Delegation By Master Association. The Master Association may, in accordance with the Governing Documents and the limitations therein contained, delegate the right of enjoyment in certain Common Areas and Recreational Facilities to Associate Members in consideration of the payment of an Associate Membership Fee and/or such Special Use Fees as may be established by the Board. Such delegation may also involve, at the discretion of the Board, negotiation and establishment by the Master Association of reciprocal easements, rights and licenses for Members to use common areas and facilities in nearby properties and developments.

3.2.2 Delegation By Owners. Any Owner may delegate, in accordance with the South Bay Rules adopted by the Board, his right of enjoyment to the Common Areas and Recreational Facilities to members of his family and his tenants provided, however, that if any Owner delegates such right of enjoyment to tenants, neither the Owner nor his family shall be entitled to use such facilities by reason of ownership of that Lot during the period of delegation. Guests of an " Owner may use such facilities only in accordance with the South Bay Rules adopted by the Board, which South Bay Rules may limit the number of guests who may use such facilities and may also provide for Special Use Fees. The Board may also ‑promulgate rules and regulations limiting the use of the Common Areas and Recreational Facilities by Co‑owners with respect to any Lot in co‑ownership.

ARTICLE 4

LAND USE CLASSIFICATIONS, PERMITTED USES AND RESTRICTIONS Return to table of contents

Section 4.1. Land Use Classifications. As portions of South Bay are readied for development, the Land Use Classifications, restrictions, easements, right‑of‑ways, and other matters, including new or different uses and restrictions therefore may be fixed by Declarant in a Supplemental Declaration which may be recorded on that portion of South Bay being developed. Any such Supplemental Declaration shall be construed

as a supplement to this Declaration and fully a part hereof for all purposes to the same extent as if all of the provisions thereof were set forth in this Declaration and vice versa. Notwithstanding anything to the contrary in this Declaration, any Supplemental Declaration may establish Limited Common Areas and Village Association Lands that will be designated ‑for the sole use and enjoyment of Lots within the real property encompassed within the Supplemental Declaration. The land use classifications designated by a Supplemental Declaration shall be in accordance with the Land Use Classifications set forth herein and shall not be changed except as specifically permitted by this Declaration. Contemplated Land Use Classifications are as follows:

4.1.1 Single family attached and detached residential use;

4.1.2 Multifamily use, including, but not limited to, duplexes and condominiums;

4.1.3 Commercial use;

4.1.4 Master‑Association use, which may include Common Areas;

4.1.5 Religious use;

4.1.6 General public use;

4.1.7 Golf course and golf course facility use; and

4.1.8 Utility use.

Unless otherwise specifically provided in this Declaration, the definitions and characteristics of such Land Use Classifications, and specific permitted and prohibited uses within said Land Use Classifications, shall be determined in the relevant Supplemental Declaration.

Section 4.2. Covenants, Conditions, Restrictions and Easements Applicable to Lots Within All Land Use Classifications. The following covenants, conditions, restrictions and reservation of easements and rights shall apply to all Lots regardless of Land Use Classifications.

4.2.1 Lot, Common Area and Limited Common Area Architectural Control. No improvements, alterations, repairs, excavation, grading, removal of trees with base trunk diameter exceeding six inches (6"), landscaping or other work which in any way alters the exterior appearance of any Lot, Common Area or Limited Common Area within South Bay, or the improvements located thereon, from its natural or Declarant improved condition (existing as of completion of Declarant's construction thereon or improvements thereto) shall be made or performed without prior approval of the Architectural Review Committee, except as otherwise expressly provided in this Declaration. Other than as constructed by Declarant, no building, structure or landscaping shall be commenced, erected, planted, maintained painted, improved, altered, or made without the prior written approval of the Architectural Review Committee. All subsequent additions to, changes or alterations in any building, structure or landscaping, including exterior color scheme, and all changes in the grade of Lots, Master Association Land, Common Areas, Limited Common Areas or Recreational Facilities, shall be subject to the prior written approval of the Architectural Review Committee. No changes or deviations in or from the plans and specifications once approved by the Architectural Review Committee shall be made without prior written approval of the Architectural Review Committee. All original construction as well as any modifications or additions thereto as shall be constructed by Declarant shall be exempt from the provisions of this Paragraph.

4.2.2 Animals. Unless specifically permitted or further restricted by a Supplemental Declaration, no animal, bird, fowl, poultry or livestock, other than a reasonable number of generally recognized house or yard pets ("Pets"), shall be maintained on any Lot and then only if they are kept thereon solely as domestic pets and not for commercial purposes; No Pets shall be allowed to make an unreasonable amount of noise or to become a nuisance. No structure for the care, housing or confinement of any Pet shall be maintained so as to be Visible From Neighboring Property. Each Owner ‑ shall be responsible for the removal and disposal of all solid animal waste of his pet from any Lot, Common Area or Limited Common Area. No Pet shall be permitted upon Common Areas, Limited Common Areas or Recreational Facilities unless controlled on a leash or similar deVice. Upon the written request of any Member, the Board shall conclusively determine, in its sole and absolute discretion, whether, for the purposes of this Section, a particular animal, bird, fowl, poultry, or livestock is a generally recognized house or yard pet, whether such a Pet is a nuisance or whether the number of Pets on any Lot is reasonable. Any decision rendered by the Board shall be final and binding and enforceable by Court injunction and/or in the same manner as other restrictions contained herein.

4.2.3 Temporary Occupancy and Temporary Buildings. No trailer, recreational vehicle, boat, basement of any incomplete building, shed, tent, shack, garage or barn, and no temporary buildings or structures of any kind, shall be used at any time for a residence, either temporary or permanent. Temporary buildings or structures used during the construction of improvements on any Lot shall be removed immediately after the completion of construction.

4.2.4 Storage Sheds and Outside Storage. No storage

buildings or sheds, whether prefabricated, metal or any other

construction whatsoever, whether permanent or temporary, shall

be moved, placed, assembled, constructed or otherwise maintained

on any Lot. Furniture, fixtures, appliances, or other goods not

in active use shall not be stored on any Lot in such manner that

such items are Visible From Neighboring Property or Common

Areas.

4.2.5 Maintenance of Landscaping. All landscaping must be in accordance with the South Bay Design Standards as adopted by the Architectural Review Committee. Landscaping shall emphasize plantings and other features which will compliment and enhance the native, existing character of South Bay. An Owner shall, within one hundred eighty (180) days after the issuance of a Dwelling Unit Occupancy Permit substantially complete all landscaping of the Lot not otherwise provided by Declarant. Approved landscaping shall be maintained as required to provide a neat and attractive appearance. The Architectural Review Committee shall be the sole and final judge as to whether or not landscaping meets the approved criteria and whether or not it is, at any given time, properly maintained.

4.2.6 Nuisances; Construction Activities; Hazardous Activities; Lighting. No rubbish or other debris of any kind shall be placed or permitted to accumulate upon or adjacent to any Lot, and no odors or loud noises shall be permitted to arise or emit from any Lot so as to render any such property or any portion thereof, or activity thereon, unsanitary, unsightly, offensive or detrimental to any other property in the vicinity thereof or to the occupants of such property. No other nuisance or unsafe or hazardous activity shall be permitted to exist or operate upon any Lot so as to be offensive or detrimental to any other Lot or to its Owner or Occupants. Normal construction activities and parking in connection with the building of improvements on a Lot shall not be considered a nuisance or otherwise prohibited by this Declaration. The Board in its sole discretion shall have the right to determine the existence of any nuisance, which decision shall be binding and enforceable. Without limiting the generality of the foregoing, no firearms shall be discharged within South Bay, and no explosives of any kind shall be discharged or stored upon any of the Lots or permitted within South Bay, providing, however, that Declarant, its employees, agents and or contractors, shall be entitled to store and discharge explosives, if necessary, with regard to development of South Bay. No open fires shall be lighted or permitted on the Lots, except in a contained outdoor fireplace or barbecue unit while attended; Artificial outdoor lighting shall be arranged so that the light is shaded and otherwise directed away from adjoining properties and so that no more than one foot candle of illumination leaves the property boundaries.

4.2.7 Repair of Structure. No structure on any Lot shall be permitted to fall in disrepair and each such structure shall at all times be kept in good condition and repair and adequately painted or otherwise finished. In the event any structure is damaged or destroyed, then, subject to the approvals required herein, such structure shall be immediately repaired and rebuilt or shall be demolished.

4.2.8 Antennas. Unless specifically permitted by a Supplemental Declaration or placed by Declarant, or its duly delegated representative, no antenna, satellite dish or other device for the transmission or reception of television or radio(including ham radio) signals or any other similar device shall be erected, used or maintained outdoors on any Lot, unless approved by the Architectural Review Committee.

4.2.9 Trash Containers and Collection. No trash or other debris shall be placed or kept on any Lot, except in covered sanitary containers of a type and size which are approved by the Architectural Review Committee. In no event shall such containers be Visible From Neighboring Property unless they are being made available for collection and then only for a period of time not exceeding fifteen (15) hours, which is deemed to be a reasonable time to effect collection. No outdoor incinerators shall be kept or maintained on any Lot.

4.2.10 Clothes Drying Facilities and Playground Equipment. Unless specifically permitted by a Supplemental Declaration, the following shall not be erected or maintained on any Lot if Visible From Neighboring Property: (1) Outside clotheslines or other outside facilities for drying or airing clothes; and (2) Playground equipment including, but not limited to, swingsets, slides and sandboxes;

4.2.11 Machinery and Equipment. No machinery or equipment of any shall be placed, operated or maintained upon or adjacent to any Lot except (i) such machinery or equipment as is usual and customary in connection with the use, maintenance or construction (during the period of construction) of a building, appurtenant structures, or other improvements; or (ii) that which Declarant, Master Association, Village Association, or their duly authorized representatives, may require for the operation and maintenance of South Bay or a portion thereof.

4.2.12 Signs. No signs whatsoever which are Visible From Neighboring Property shall be erected or maintained on any Lot or Common Areas except:

(i) Signs required by legal proceedings, and then the sign shall not exceed 18" x 24", unless mandated by Court or Washington law;

(ii) One "For Sale" or "For Rent" sign not exceeding 18" x 24" in area;

(iii) One identification sign for individual residences not exceeding 18" x 24";

(iv) Signs of Declarant or signs authorized by Declarant for placement on any property within South Bay; and

(v) Signs receiving prior written approval from the Architectural Review Committee specifying the size, colors, design, message content, location and period for which said sign may be displayed.

All such signs shall be removed by the Owner promptly upon completion of their intended use.

4.2.13 Restriction on Further Subdivision, Propert

Restrictions and Aezoning. unless permitted by a Supplemental Declaration, no Eot stall be further subdivided by any Owner. No portion less than all of any such Lot, nor any easement or other interest therein, shall be conveyed, transferred or rented by any Owner, without the prior written approval of the Board. This provision shall not, in any way, limit Declarant from subdividing or separating into Lots any property at any time owned by Declarant and which has not previously been subdivided into Lots or from resubdividing the same. No portion of a Lot but the entire Lot, together with the improvements thereon, may be rented, and then only to a Single Family, as defined herein. No further covenants, conditions, restrictions or easements shall be recorded by any Owner or other person against any Lot without the provisions thereof having been first approved in writing by the Board, and any covenants, conditions, restrictions or easements recorded without such approval being evidenced thereon shall be null and void. No application for rezoning of any Lot, and no applications for variances or use permits, shall be filed with any governmental authority unless the proposed use of the Lot has been approved by the Board and the proposed use otherwise complies with this Declaration and any applicable Supplemental Declaration.

4.2.14 Utilities and Utility Easements.

(a) Each Lot shall be connected to sanitary sewer and water utilities provided by Ludlow Water Company and/or Ludlow Sewer Company, their successors and assigns, and shall remain connected to said utilities until such time as said companies are no longer offering utility services to Lot Owners within South Bay. Lot Owners shall be subject to reasonable monthly or periodic service charges as determined by the provider, utility company and/or State of Washington; Lot Owners may also be required to pay a reasonable hook‑up charge to said utilities in the event that they were not installed by Declarant during the initial construction of a Dwelling Unit on any given Lot.

(b) A blanket easement is hereby granted, conveyed and created upon, across, over and under the Master Association Land, Common Areas, including Recreation Facilities, Limited Common Areas, and each Lot for ingress, egress, installation, repair and maintenance of all Declarant authorized utilities as installed in connection with the initial development of said properties including, but not limited to, water, sewer, gas, telephone, electricity and cable television systems. The easement is hereby limited in scope to only that portion of the affected properties reasonably necessary to effectuate the initial installation, repair and maintenance of said utilities. Subject to consent of Declarant, and pursuant to this easement, a providing utility or service company may install and maintain facilities and equipment on said properties and affix and maintain wires, circuits and conduits on, in and under the roots and exterior walls of buildings and/or dwellings in connection with initial installation; provided that such utility or service company shall promptly remove all debris and restore the surface of any affected property, along with any buildings or dwellings thereon, as nearly as possible to the condition it was in at the time of commencement of such work.

4.2.15 Utility Service. No lines, wires, or other devices for the communication or transmission of electric current or power, including telephone, television, and radio signals, shall be erected, placed or maintained anywhere in or upon any Lot unless the same shall be contained in conduits or cables installed and maintained underground or on buildings or other structures initially constructed by Declarant, or subsequently approved by the Architectural Review Committee and any governmental or public authority with jurisdiction. The erection of temporary power or telephone structures incident to the construction of buildings or structures by Declarant or as approved by the Architectural Review Committee is permissible.

4.2.16 Walls, Fences And Hedges. Unless authorized by a Supplemental Declaration, and other than as initially constructed by Declarant, no walls, fences or hedges of any type shall be constructed or maintained on any Lot.

4.2.17 Trucks, Trailers, Recreational Vehicles, Campers or Boats. Unless permitted by Supplemental Declaration, no motor vehicle classed by manufacturer rating as exceeding 3/4 ton, recreational vehicle, mobile home, travel trailer, tent trailer, utility trailer, camper shell, detached camper, boat, boat trailer, or other similar equipment or vehicles may be parked, maintained, constructed, reconstructed or repaired on any Lot, Common Area, Limited Common Area or street in South Bay, provided, however, that this Subsection shall not apply to trucks, trailers, campers and similar vehicles parked in non‑residential areas designated for such parking by Declarant or the Board. Notwithstanding the foregoing, any of the above‑described vehicles may be stored in a garage approved by the Architectural Review Committee, providing said vehicles are not Visible From Neighboring Property or Common Areas. The Architectural Review Committee may, however, at its discretion, determine limitations as to the size and shape of such vehicles to be stored, and such storage areas may not be permitted on Lots solely on the merits of the overall aesthetic impact for the Lot. This Subsection shall not apply to cleaning, loading or unloading and short term parking which shall be permitted for a cumulative period not to exceed seventy‑two (72) hours in any calendar month.

4.2.18 Motor Vehicles. No automobile, motorcycle, motorbike, or other motor vehicle shall be constructed, reconstructed, repaired or rebuilt upon any Lot, Common Area, Limited Common Area or street in South Bay, and no inoperable or unlicensed vehicle may be stored or parked so as to be Visible From Neighboring Property, Common Areas, Limited Common Areas or streets; provided, however, that this Subsection shall not apply to emergency vehicle repairs which require less than twenty four (24) hours to complete; and (ii) vehicles parked in garages, which are not Visible From Neighboring Property, Common Areas, Limited Common Areas or streets.

4.2.19 Parking. It is the intent of the Declarant to restrict on‑street and court driveway parking as much as possible. Vehicles of all Owners, Residents and Occupants and their employees, guests and invitees, are to be kept in the garages and residential driveways of Lot Owners, and other designated parking areas wherever and whenever such facilities are sufficient to accommodate the number of vehicles at a Lot. No parking is allowed on court driveways.

4.2.20 Right of Entry. During reasonable hours and upon reasonable notice to the Owner, Resident or Occupant of a Lot, any Member of the Architectural Review Committee, any member of the Board, Declarant, or any authorized representative of any of them, shall have the right to enter upon and inspect any Lot, and the improvements thereon, except for the interior portions of any Dwelling Unit, for the purpose of ascertaining compliance with this Declaration.

4.2.21 Declarant's Exemption. Nothing contained in this Declaration shall be construed to prevent the erection or maintenance by Declarant, or its duly authorized agents, of any buildings, utilities, structures, improvements or signs necessary or convenient to the development or sale of property within South Bay.

4.2.22 Health, Safety and Welfare. In the event additional uses, activities, and facilities are deemed by the Board to be a nuisance or to adversely affect the health, safety or welfare of Owners, Residents or Occupants, the Board may make rules restricting or regulating their presence in South Bay as part of the South Bay Rules or it may direct the Architectural Review Committee to make rules governing their presence on Lots as part of the architectural guidelines.

4.2.23 Additional Wells. To preserve the water supply in the area, no water wells shall be placed on any Lotp Common Area, Limited Common Area or Recreational Property.

4.2.24 Disputes. The Master Association shall have jurisdiction over activities permitted on Master Association Land, Common Areas and Recreational Facilities. All disputes, complaints or matters of change in existing or future use restriction shall be submitted to the Board for determination, unless otherwise provided herein to be within the authority of the Architectural Review Committee. The decision of the Board or Architectural Review Committee shall be final.

Section 4.3. Pesticides, Herbicides and Fungicides. Within South Bay, pesticides and herbicides shall only be applied by applicators licensed by the Washington State Department of Agriculture consistent with the requirements of the Washington Pesticide Application Act, RCW 17;21, and the Washington Pesticide Control Act, RCW 15.58, as either Act may, from time to time, be amended or modified; Pesticides, herbicides and fungicides with the shortest hydrolysis half‑life shall be used. A two week half‑life is desirable. Moreover, pesticides appearing on the United States Environmental Protection Agency's "Priority List of Leaching Pesticides" shall not be used. Pesticides, herbicides and fertilizers shall be applied during the dry summer season, rather than the winter runoff periods.

ARTICLE 5

ORGANIZATION OF MASTER ASSOCIATION Return to table of contents

Section 5.1. Formation of Master Association. The Master Association shall be charged with the duties‑‑and vested with the powers prescribed by law and set forth in the Governing Documents. Neither the Articles nor Bylaws of the Master Association shall, for any reason, be amended or otherwise changed or interpreted so as to be inconsistent with this Declaration.

Section 5.2. Board of Directors and Officers. The affairs of the master Association shall be conducted by I the Board and such Officers as the Board may elect or appoint in accordance with the Master Association's Articles of Incorporation and Bylaws as the same may be amended from time to time; The Board shall be composed of at least three (3) and no more than nine (9) members. The initial Board shall be composed of five (5) members. The Master Association, through the Board, unless specifically provided otherwise, shall have the right and duty to enforce this Declaration and all Supplemental Declarations, except with regard to those matters specifically provided in any Supplemental Declaration to be handled by a Village Association within any given subdivision, and shall have the right and be responsible for the proper and efficient management and operation of the Master Association Land, Common Areas and Recreational Facilities, including:

5.2.1 Maintaining and landscaping the Master Association Land, Common Areas, Recreational Facilities and any other properties controlled by the Master Association, including easements, trails, paths and roads or streets, it any, providing, however, that the Master Association shall not be responsible for maintaining any Limited Common Areas, except the trails thereon, in a given subdivision;

5.2.2 Maintaining the storm water and drainage control systems, including, but not limited to, catch basins, piping, conveyance facilities, retainage and detainage ponds and oil separators, on Master Association Land, Common Areas and Recreational Facilities;

5.2.3 Operating, maintaining (including insuring, at the discretion of the Board) and rebuilding, if necessary, signs, monuments, walls, fences, and other improvements originally constructed by the Master Association or Declarant on Master Association Land, Common Areas and easements granted to the Master Association, if any;

5.2.4 Paying real estate taxes, assessments and other charges on Master Association Land, Common Areas and Recreational Facilities; and

5.2.5 Insuring all improvements which the Master Association is obligated to maintain against damage by casualty as the Board deems appropriate;

5.2.6 Hiring, firing, supervising and paying employees and independent contractors to carry out the obligations of the Master Association as set forth herein;

5.2.7 Maintaining liability insurance to protect the Master Association and the Board from any liability caused by occurrences or happenings on or about any property owned or maintained by the Master Association (including, but not limited to, errors and omissions insurance for the Board);

5.2.8 Maintaining workmen's compensation insurance for the employees of the Master Association;

5.2.9 Purchasing all goods, supplies, labor and services reasonably necessary for the performance of the obligations set forth herein;

5.2.10 Establishing and maintaining such cash reserves, if any, as the Master Association may, in its sole and absolute discretion, deem reasonably necessary for the maintenance and repair of the Master Association Land, Common Areas and Recreational Facilities;

5.2.11 Payment for all utility services of the Master Association;

5.2.12 Providing and maintaining security services to the Master Association Land, Common Area, Recreation Facilities and Lots to the extent deemed desirable by the Board;

5.2.13 Entering into such agreements and taking such actions as are reasonably necessary and convenient for the accomplishment of the obligations set forth in this Declaration, the Articles of Incorporation and Bylaws and the operation and maintenance of the Master Association Land, Common Areas and Recreational Facilities; and

5.2.14 Such other matters and powers as are provided in (1) the Articles of Incorporation and Bylaws; and (2) Washington State law, as may be amended from time to time, for a non‑profit corporation.

Section 5.3. The South Bay Rules. The Board shall be empowered to adopt, amend, or repeal such South Bay Rules as it deems reasonable and appropriate, which shall be binding upon all persons and entities subject to this Declaration, whether Members of the Master Association or not; provided, however, that the South Bay Rules shall not discriminate among Members and shall not be inconsistent with the other Governing Documents. The South Bay Rules may also include the establishment of a system of fines and penalties for enforcement of such Rules. The South Bay Rules may be established, modified or amended at any special or regular meeting of the Board.

The South Bay Rules are deemed incorporated herein by this reference and shall have the same force and effect as if they were set forth in and were part of this Declaration and shall be binding on all persons or entities having an interest in, or make any use of, any part of the Master Association Land, Common Areas and/or Recreational Facilities, whether or not Members of the Master Association and whether or not copies of the South Bay Rules are actually received by such persons or entities. The South Bay Rules, as adopted, amended, modified or repealed shall be available for review at the principal office of the Master Association to each person or entity reasonably entitled thereto. In the event of any conflict between any provisions of the South Bay Rules and any provisions of the other Governing Documents, the provisions of the South Bay Rules shall be deemed to be superseded by the provisions of this Declaration, any Supplemental Declaration, the Articles of Incorporation or Bylaws to the extent of any such conflict. Any monetary penalties or fines imposed by the South Bay Rules shall be treated as an assessment which may become a lien against the Members' Lot and enforceable by a sale thereof.

Section 5.4. Non‑Liability of Officials and Indemnification. To the fullest extent permitted by Washington State law, Declarant, and every Director, Officer, Committee Member (specifically including members of the Architectural Review Committee), Manager(s), or other employees of the Master Association and of the Declarant, shall not be personally liable hereunder to any Member, or to any other person or entity, including the Master Association, for any damage, loss or prejudice suffered or claimed on account of any act, omission, error, or negligence and shall be indemnified and defended by the Master Association; provided, however, the provisions set forth in this Section 5.4 shall not apply to any person who has failed to act in good faith or has engaged in willful or intentional misconduct.

Section 5.5. Village Associations. Each and every Village Association =South Bay, and the articles of Incorporation, Bylaws and Rules and Regulations thereof, shall be expressly subject and subordinate to the terms and provisions of this Declaration. The foregoing notwithstanding, and with the exception of the right of the Master Association to grant easements as set forth herein, a Supplemental Declaration shall control and be superior to this Declaration only insofar as it pertains to the maintenance, regulation and administration of any Limited Common Areas, facilities, amenities and Lots owned by the Village Association and on any Lots to be maintained by said Village Association in a given subdivision.

Section 5.6. Managing Agent. The Master Association, through the Board, is authorized to employ a Managing Agent or other persons and to contract with independent contractors or managing agents to perform all or any part of the duties and responsibilities of the Master Association; The Master Association, through its Board, is also expressly authorized to enter into one or more management agreements with third parties in order to facilitate efficient operations and to carry out its obligations. It shall be the primary purpose of such management agreement(s) to provide for the administration, management, repair and maintenance of the Master Association Land, Common Areas and Recreational Facilities and all improvements thereon, to assess, collect and apply the assessments, and to enforce this Declaration.

The terms of the management agreement shall be as determined by the Board to be in the best interest of the Master Association, and shall be subject to the Governing Documents. Any management agreement shall not exceed a term of one (1) year unless the terms thereof have been approved by a majority vote of each Class of Membership of the Master Association, but may be renewed by agreement of the parties for successive one (1) year periods and shall provide for termination by either party with or without cause and without payment of a termination fee upon ninety (90) days' written notice; provided, however, that the Master Association may terminate the agreement for cause immediately upon thirty (30) days' written notice, and, provided further, that in the event of misconduct, the Master Association may terminate the agreement immediately with no notice whatsoever.

The Master Association is expressly authorized to contract with Declarant, or an affiliate, representative or company involving some or all of the same individuals as Declarant, in order to provide management and/or maintenance services or to perform any other duties of the Master Association or the Board. Each Owner, Resident and Occupant shall be bound by the terms and conditions of all management agreements entered into by the Board. A copy of all management agreements shall be available to each Owner upon request at the Master Association Office, or such other location within South Bay as designated by the Board.

Section 5.7. Records and Accounting. The Master Association shall keep, or cause to be kept, true and correct books and records in accordance with generally accepted accounting principles. Financial statements for‑ the Master Association shall be regularly prepared and available at the Master Association Office to all members as follows:

5.7.1 A pro forma operating statement (budget for each fiscal year shall be available for distribution not less that sixty (60) days before the beginning of the fiscal year);

5.7.2 An annual report shall be available for distribution within one hundred twenty (120) days after the close of the fiscal year consisting of a balance sheet as of the end of the fiscal year, an operating (income) statement for the fiscal year, and a statement of changes in financial position for the fiscal year.

5.7.3 The annual report shall be prepared by an independent accountant for any fiscal year in which the gross income to the Master Association exceeds $75,000.00; If the annual report is not prepared by an independent accountant, it shall be accompanied by the certificate of an authorized Officer of the Master Association that the statements were prepared without audit from the books and records of the Master Association.

Section 5.8. Inspection of Books and Records. The Membership register, books of account and minutes of meetings of the Members, of the Board and of Committees of the Board shall be made available for inspection and copying by any Member at any

reasonable time, at the office of the Master Association or at such other place within South Bay as the Board shall prescribe. The Board shall establish reasonable rules with respect to: (1) notice to be given to the custodian of the records by the Member

desiring to make the inspection; (2) hours and days of the week when such an inspection may be made; and (3) payment of the cost of reproducing copies of documents requested by a Member. Every Director shall have the absolute right at any reasonable time to inspect all books, records and documents of the Master Association and the physical properties owned or controlled by the Master Association.

ARTICLE 6

MEMBERSHIPS AND VOTING Return to table of contents

Section 6.1. Lot Owners. Every Owner of a Lot, including Declarant, shall be a Member the Master Association. Membership shall be appurtenant to and may not be separated from ownership of the Lot to which the Membership is attributable. There shall be only one Membership for each Lot, which Membership shall be shared by any Owners of interests therein.

Section 6.2. Declarant. Declarant shall be a Member of the Master Association for long as it holds a Class B Membership pursuant hereto or owns any property in South Bay.

Section 6.3. Voting. The Master Association shall have

two (2) classes of voting memberships:

Class A. Class A Memberships shall be all Memberships, except the class B Membership held by Declarant, and each Owner shall be entitled to one vote for each Lot owned, subject to the authority of the Board to suspend the voting rights of the Owner for violations of this Declaration in accordance with the provisions hereof.

Class B. Class B Memberships shall be held by the Declarant and the Class B Membership shall be entitled to three (3) votes for each Lot owned by Declarant. For purposes of this Section only, and in order to provide for the complete development of South Bay as currently contemplated, Declarant for voting purposes shall be deemed to be the Owner of the total number of lots to be developed in South Bay, which is hereby declared to be eight hundred (800), less the number of Lots owned by the Class A Members at the end of the Master Association's fiscal year; The Class B Membership shall cease and be converted to Class A Memberships on the happening of the first of the following events:

(a) When the total votes outstanding in Class A Membership equals eight hundred (800); or

(b) When the Declarant voluntarily terminates the Class B Membership by written notice to the Master Association, at which time Declarant will receive Class A Membership for each Lot created within approved and recorded subdivisions within South Bay; or

Section 6.4. Right to Vote. The right to vote in Association actions Wall be subject to the following conditions:

6.4.1 No change in a Membership shall be effective for voting purposes unless and until the Board is given actual written notice of such change. The vote for each Membership must be cast as a unit; fractional votes shall not be allowed. If a Membership is owned by more than one person or entity and such Owners are unable to agree among themselves as to how their vote or votes shall be cast, they shall lose their right to vote on the matter in question. If any Member casts a vote representing a certain Membership, it will thereafter be conclusively presumed for all purposes that he was acting with the authority and consent of all Owners of the Membership unless objection thereto is made at the time the vote is cast.

6.4.2 Any mortgagee who acquires title to a Lot pursuant to a judgment or foreclosure or a trustee sale shall automatically become entitled to exercise all voting rights which the Owner of said Lot would otherwise have had.

6.4.3 If any lender to whom Declaraut has assigned, or hereafter assigns, as security, all or substantially all of its rights under this Declaration succeeds to the interests of the Declarant by virtue of said assignment, the absolute voting rights of the Declarant as provided herein shall not be terminated thereby, and such lender shall hold the Declarant's Memberships and voting rights on the same terms as they were held by Declarant.

Section 6.5. Transfer of Membership. The rights and obligations of membership in the Master Association shall not be

assigned, transferred, pledged, conveyed or alienated in any way except upon conveyance of an Owner's Lot by deed, intestate succession, testamentary disposition, foreclosure of a Mortgage, or other legal process pursuant to the laws of the State of

Washington or the United States.

Section 6.6. Associate Membership. The Board may by resolution establish Associate Memberships for individuals who are not Owners or Occupants, as defined herein, but who wish to utilize the Master Association Land, Common Areas or Recreational Facilities owned or controlled by the Master Association. Associate Memberships shall be granted or denied in the sole discretion of the Board and may be in consideration of such Membership Fee, Special Use Fee, reciprocal agreements or other consideration as the Board deems appropriate. Notwithstanding anything to the contrary herein, Associate Members shall (1) be bound by all Rules and Regulations of the Master Association, this Declaration to the extent applicable to use of the Master Association Land, Common Areas and Recreational Facilities, and special rules promulgated by the Master Association with regard to Associate Memberships; and (2) have no vote in the Master Association.

ARTICLE 7

COVENANT FOR ASSESSMENTS AND CREATION OF LIEN Return to table of contents

Section 7.1. Creation of Lien and Personal Obligation of Assessments. THe Declarant, for each Lot hereinafter established within South Bay, hereby covenants and agrees, and each Owner by acceptance of a deed therefore (whether or not it shall be so expressed in such deed) is deemed to covenant and agree to pay to the Master Association the following Assessments charges established hereunder: (i) Annual Assessments; and ii)Special Assessments for capital improvements or other extraordinary expenses or costs. The Annual and Special Assessments, together with interest, costs, and reasonable attorneys' fees, shall be a charge on the Lot and shall constitute a continuing servitude and lien with power of sale upon the Lot against which each such Assessment is made. The lien may be enforced by foreclosure of the lien on the defaulting Owner's Lot by the Master Association in like manner as a mortgage on real property. The lien for each unpaid Assessment attaches to each Lot at the beginning of each Assessment Period and shall continue to be a lien against

such Lot until paid. The costs and expenses for filing any notice of lien shall be added to the Assessment for the Lot against which it is filed and collected as part and parcel thereof. Each such Annual and Special Assessment, together with interest costs and reasonable attorneys' fees, shall also be the personal obligation of the Owner of the Lot at the time when the Assessment or Charge fell due. The personal obligation for delinquent Assessments shall not pass to the successors in title

of the Owner unless expressly assumed by them.

Section 7.2. Annual Assessments. In order to provide for the uses and purposes specified in Article 9 hereof, including the establishment of replacement and maintenance reserves, the Board in each year, commencing in 1989, shall assess an Annual Assessment against each Lot where there has been issued an Occupancy Permit for a dwelling thereon for sixty (60) days or more. Each Lot shall be responsible for paying the Annual Assessment, or a pro rata share thereof, from the sixtieth (60th) day following the issuance of said Occupancy Permit. The amount of the Annual Assessment shall be established by the Board but shall be determined with the objective of fulfilling the Master Association's obligations under this Declaration.

Section 7.3. Uniform Rate of Assessment. The amount of any Annual or Special Assessment shall be fixed at a uniform rate per Lot. Annual Assessments shall be collected in advance on a monthly, quarterly or annual basis and Special Assessments may be collected as specified by the Board, unless otherwise determined by the resolution of the Members of the Master Association approving the Special Assessment.

Section 7.4. Superiority of Assessment Lien. The Master Association's lien on each Lot for Assessments shall be superior to any homestead exemption now or hereafter provided by the laws of the State of Washington or any exemption now or hereafter provided by the laws of the United States. Since the Owner will receive a copy of this Declaration prior to Closing and/or the Declaration is recorded of public record, the acceptance of a deed subject to this Declaration shall constitute a voluntary and informed waiver of the homestead right by the Owner and an acknowledgement that the lien should be paid prior to any homestead claim. The Assessment Liens of the Master Association shall be superior in all cases to the Assessment Liens of the Village Associations established by Supplemental Declaration.

Section 7.5. Maximum Annual Assessment. The initial Annual Assessment period shall commence on the sixtieth (60th) day following the issuance of the first Occupancy Permit for a Dwelling Unit within South Bay, and each subsequent Annual Assessment period shall correspond with the fiscal year of the Master Association. The Annual Assessment to be established by the Board may not exceed a certain amount (the "Maximum Annual Assessment") determined in accordance with the following provisions:

7.5.1 During the initial Annual Assessment period, the Maximum Annual Assessment against each Owner shall be $540.00 per year for each Lot subject to Assessment.

7.5.2 Effective with commencement of the first full fiscal year (the second Annual Assessment period) and continuing through the fifth (5th) full fiscal year, the Maximum Annual Assessment may be increased by the Board without a vote of the Membership by a maximum of twenty percent (20%) over the previous year's Annual Assessment. Any such increase shall be effective at the beginning of each fiscal year. Beginning with the sixth (6th) full fiscal year, and each subsequent fiscal year thereafter, the Maximum Annual Assessment may be increased by the Board without a vote of the Membership by a maximum amount equal to the greater of either (1) five percent (5%) over the previous year's Annual Assessment, or (2) the percentage increase in the Consumer Price Index, Seattle/Everett Metropolitan Area (or such other closest geographic area available), as published by the Department of Labor, Washington, D.C., or successor governmental agency, between the first day of the previous full fiscal year and the first day of the then current full fiscal year. Any such increase shall be effective at the beginning of each fiscal year.

7.5.3 The Maximum Annual Assessment may be increased above the amount set forth in Subsection 7.5.2 above, provided that any such increase shall have the assent of a majority of the votes of the Class A Membership and a majority of the votes of the Class B Membership who are voting in person or by proxy at a meeting duly called for this purpose, as provided in Section 7.8 below.

Section 7.6. Special Assessments for Capital Improvements

and Extraordinary Expenses. The master Association may, in any

Assessment Period, levy a Special Assessment applicable to that

period only, for the purpose of defraying, in whole or in part, the cost of any acquisition, construction, reconstruction, repair or replacement of a capital improvement upon Master Association Land, Common Areas or Recreational Facilities, including buildings, structures, fixtures and personal property related thereto, or for the purpose of defraying other extra-ordinary expenses; provided, that in any fiscal year, the Board may not, without the vote or written assent of a majority of

each class of Membership, levy Special Assessments which in the

aggregate exceed five percent (5%) of the budgeted gross expenses of the Master Association for that fiscal year. The provisions of this Section are not intended to preclude or limit the assessment, collection or use of Annual Assessments for the aforestated purposes.

Section 7.7. Special Use Fees. The Master Association is authorized to Billfor, sue for, collect, administer and disburse tall Special Use Fees and the payment thereof shall be secured by the Assessment Lien.

Section 7.8. Notice and Quorum. Written notice of any meeting called for the purpose of taking any action under Sections 7.5 or 7.6 of this Article shall be sent to all Members not less than thirty (30) days nor more than sixty (60) days in advance of the meeting. At any such meeting called, the presence of Members or of proxies entitled to cast sixty percent (60%) Of all the votes (exclusive of suspended voting rights) of each class of Membership shall constitute a quorum:

Section 7.9. Establishment of Annual Assessment Period. The Annual assessment Period for collection of assessments shall be designated by the Board and, with the exception of the first Assessment Period, shall correspond to the Master Association's fiscal year.

Section 7.10. Billing and Collection Procedures. The Board shall hive the rigbt to adopt procedures consistent herewith for the purpose of levying and collecting Annual and Special Assessments. The failure of the Master Association to send a bill to a Member shall not relieve any Member of his liability for any Assessment under this Declaration, but the Assessment Lien therefor shall not be foreclosed or otherwise enforced until the Member has been given not less than thirty (30) days' written notice, at the address of the Member on the records of the Master Association.; Such notice may be given at any time prior to or after delinquency of such payment. The Master Association shall be under no duty to refund any payments received by it even though a Lot is sold during an Assessment Period; successor Owners shall be given credit