This imtrument prepared by:Tune, Entrekin & White, Attorneys26th Floor, First American CenterNashville, Tennessee 37238

MASTER DEED

FOR

THE CLOISTER AT ST. HENRY,

PHASE IA

(A Horizontal Property Regime)

H43358

IDENTIF. REFERENCE:

THIS MASTER DEED, made and entered into by ST. HENRY’S PROPERTY

DEVELOPMENT, INC., a Tennessee corporation, for convenience hereinafter referred to as

the "Developer";

WITNESSETH

WHEREAS, .the Developer is the legal title holder of a sixty (60) year leasehold

interest by virtue of a Ground Lease dated August 31, 1982, between James D. Niedergeses,

Bishop of the Diocese of Nashville, as Lessor, and Developer, as Lessee (said Ground Lease

¯ being hereinafter referred to as the "Ground Lease") of certain real estate located in the

County of Davidson, State of Tennessee, and described on Exhibit "A", Part I, attached

hereto; and

WHEREAS, the Developer intends to and does hereby submit its leasehold interest

in the real estate described in Exhibit "A", Part I, and all rights and privileges belonging or

in anyway pertaining thereto (collectively hereinafter referred to as the "Property") to the

provisions of the Horizontal Property Act of the State of Tennessee, for the express purpose

of establishing thereon a horizontal property regime; and ....

603

WHEREAS, the Developer further desires to establish said horizontal property

regime for his own benefit and for the mutual benefit of all future owners or occupants of

the Property or any part thereof, and intends that all future owners, occupants, mortgagees,

and any other persons hereinafter acquiring any interest in the Property shall hold said

interest subject to certain rights, easements and privileges in, over and upon said premises

and certain mutually beneficial restrictions and obligations with respect to the proper use,

conduct and maintenance thereof, as hereinafter set forth, all of which are declared to be in

furtherance of a plan to promote and protect the cooperative aspects of residence on the

Property and are established for the purpose of enchanting and perfecting the value,

desirability and attractiveness of the Property;

¯ NOW, THEREFORE, the Developer, as the legal title holder of the real estate

interest hereinabove described, and for the purposes above set forth, declares as follows:

1. Definitions. As used herein, unless the context otherwise requires:

(a) "Act" means the Horizontal Pro[~erty Act of the State of Tennessee.

(Tennessee Code Annotated, Section 66-27-101, et seq.)

(b) "Additional Phases" means the additional tract(s) of real estate lying in

the Development Property which may be submitted to the provisions of the Act as described

in Section 9 hereof.

(c) "Association" means

non-profit corporation.

(d) "Board" means the Board

Association, a Tennessee non-profit corporation.

(e)

The Cloister Owners’ Association, a Tennessee

of Managers of the Cloister Owners’

"Buildings" means the buildings to be constructed on the Parcel and

which will become part of the Property and will contain the Units.

delineated on the Plat.

(f) "Bylaws" means the Bylaws of the Cloister

attached hereto as Exhibit "B" and made a part hereof, as amended from time to time.

The "Buildings" are~- .

Owners’ Association

For

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604

purposes of the Act, all provisions contained in the body of this Master Deed dealing with

the administration and maintenance of the Property shall be deemed to be a part of the

Bylaws.

(g) "Common Elements" means all of the Property except for the Units,

and, without limiting the generality of the foregoing, shall include those items defined as

"General Common Elements" in the Act, including the following:

(1) The Parcel except as otherwise herein provided or shown on the

Plat;

(2) All foundations, load bearing walls, columns and roofs;

(3) All utility lines or services for water, sewerage disposal,

electricity and gas, except as otherwise herein provided or shown on the Plat;

(4) In general, all devices or installations existing for common use;

(5) All other elements of the Buildings desirable or rationally of

common use or necessary to the existence, upkeep and safety of the horizontal property

regime established by this Master Deed.

(h) "Developer" means St. Henry’s Property Development, Inc., its

successors and assigns, provided such successors or assigns are designated in writing by

Developer as a successor or assign of the rights of Developer set forth herein.

(i) "Development Property" means the real estate described in Part II of

Exhibit "A" attached hereto.

(j) "Limited Common Elements" means all Common Elements contiguous

to and serving exclusively a single Unit or one or more adjoining Units as an inseparable

appurtenance thereto, the enjoyment, benefit or use of which is reserved to the lawful

Occupants of such Unit or Units either in this Master Deed, on the Plat or by the Board.

Said Limited Common Elements shall include, but shall not be limited to, the separate

furnace, air conditioner and water heater located adjacent to a Unit and serving only such

Unit, pipes, ducts, electrical wiring and conduits located outside the Unit but serving only

such Unit, driveways servicing each Unit, patios adjacent to each Unit, sidewalks from the

driveway to the front door of each Unit, glass in all windows and doors on the exterior walls

of all Buildings which serve each Unit, all doors and door frames located on the exterior

walls of Buildings, all drywall or sheetrock affixed to each Unit as interior walls and

ceilings, all interior doors and door frames located within a Unit, all shrubbery immediately

adjacent to the front exterior wall of each Unit, all planter areas adjacent to each patio, all

garage doors, automatic garage door openers, and pulldown stairs in each Unit.

(k) "Majority" or "majority of the Unit Owners" means the owners of more

than fifty percent (50%) of the voting rights of the Unit Owners.

(I) "Master Deed" means this instrument, by which the Property is

submitted to the provisions of the Act, as hereinafter provided, and such Master Deed as

amended from time to time.

(m) "Occupant" means a person or persons in possession of a Unit,

regardless of whether said person is a Unit Owner, but who occupies the Unit as his or her

principal residence.

(n) "Parcel" means the leasehold interest of Developer in the parcel or

tract of real estate, described in Part I of Exhibit "A" attached to this Master Deed,

submitted to the provisions of the Act.

(o) "Person" means a natural individual, corporation, partnership, trustee or

other legal entity capable of holding title to real Property.

(p) "Plat" means the plat or survey of the Parcel submitted to the provisons

of the Act showing the number of each Unit, expressing its area, location and other data

necessary for identification, said Plat for Phase IA of The Cloister at St. Henry being

attached hereto and labeled Exhibit "C". Additional Plats may be recorded from time to

time covering additional sections of the Development Property.

4

(q) nPrope~ ~ea~ ~ll the le~ehold inte~ o~ ~evelo~ £n the

~) ~Xeoo~d~ ~ ~eoo~£n~ ~e~e~ ~ the ~eoo~d o~"~eoo~d£~ £n ~he

o~ ~be ~e~te~ o~ Dee~ ~o~ ~d~on Oo~t~, ~e~e~.

(s) "~mm~ity FactiOn" refe~ to a m~ti-acti~ty center w~ch

Develop~ inten~ to eo~u~ ~ the r~ estate d~eri~d in ExMbit "A", P~t ~, ~d sh~

~ include a leopold inter~t in s~d ~ ~tate.

(t) "U~t" m~ ~ encl~ed ~ce eo~isting of one or more r~ms

occup~ng aH ~ part of a fl~r or floo~ in the B~n~, inclu~ng attics or b~emen~ (if

pr~ent), w~eh encl~ s~ce ~ not o~ed in ~mmon with the U~t Owne~ of other Uni~.

Each U~t ~ number~ ~ s~ on the Plat, ~d the ~d~i~ of each U~t sha~ ~ and

~e ~e interior s~faces of i~ ~rimeter w~s, floor ~d ce~in~ or rafte~ (over attics) and

a Unit includ~ ~th the ~r~on of the Bu~n~ so d~cri~d ~d the ~r space so

encomp~, excepti~ Common Elements and Limited Common Elements. AH ~t-in

eq~pment, inclu~ng but not ~mited to, ove~, r~g~, exhaust f~, ~shw~he~, d~,

plumbing fi~es, electric fi~, f~naces ~d water heaters sh~l ~ a ~t of each Unit

~d shah ~ the sep~ate pe~on~ property of each U~t Owner. It is intended that the term

~U~t" ~ ~ in t~s M~ter Deed sh~ have the s~e me~ing ~ the term ~Ap~tment" ~

~ed in the Act.

(u) ~Unit O~er" me~ the ~on or ~rso~ whose ~tat~ or interests,

in~dua~y or co~ec~vely, a~egate f~ simple owne~p of a U~t and of the ~ded

interest in the ~mmon Elements a~tenant thereto ~d sh~ ~ deem~ the same ~ a .....

"c~wner" ~der the Act. U~e~ s~cifica~y prodded otherw~e herein, the Developer

s~ ~ deemed a U~t Owner ~ long ~ he ~ the leg~ title holder of ~y U~t. "

2. Subregion of Pro~rty to the Act. The Develo~r, ~ the le~ title ~Ider

of the entire le~ehold interest conveyed by the Gro~d Le~e of the P~cel, expre~ly ..:.-:.:~-:~ _.

intends to, and by recording this Master Deed does hereby submit and subject the Parcel and

the Property to the provisions of the Horizontal Property Act of the State of Tennessee and

hereby establishes a horizontal property regime to be known as The Cloister at St. Henry,

Plmse IA.

3. Plat.

required by the Act.

4. Units.

The Plat sets forth the numbers, areas, locations, and other data, as

The legal description of each Unit shall consist of the identifying

number or symbol of such Unit as shown on the Plat. Every deed, lease, mortgage, deed of

trust or other instrument shall legally describe a Unit by its identifying number or symbol as

shown on.the Plat and every such description shall be deemed good and sufficient for all

purposes, as provided in the Act. Except as provided by the Act, no Unit Owner shall, by

deed, plat, court decree or otherwise, subdivide or in any other manner cause his Unit to be

separated into any tracts or parcels different from the whole Unit as shown on the Plat.

5. (a) Association of Unit Owners and Administration and Operation of the

Property. There has been or will be formed an Association having the name The Cloister

Owners’ Association, a Tennessee non-profit corporation, which Association shall be the

governing body for all of the Unit Owners and Unit Owners of Additional Phases and shall be

operated to provide for the maintenance, repair, replacement, administration, operation and

care of the Property and Common Elements, as provided in the Act, this Master Deed and

Bylaws. The Association shall further provide the same functions with reg.ard to Additional

Phases and with regard to Community Facilities which Developer intends to build and

convey to the Unit Owners of all phases, as hereinafter described. The Bylaws for the

Association shall be the Bylaws attached to the Master Deed as Exhibit ’rB" and made a part

hereof. The Board of Managers of the Association shall be elected and shall serve in

accordance with the provisions of the Bylaws. The fiscal year of the Association shall be

determined by the Board, and may be changed from time to time as the Board deems

advisable. The Association shall not be deemed to be conducting a business of any kind. All

activities undertaken by the Association sha]] be held and applied by it for the use and

benefit of Unit Owners in accordance with the provisions of the Master Deed and Bylaws.

Each Unit Owner shall be a member of the Association solong as he is a Unit Owner. A

Unit Owner’s membership shall automatically terminate when he ceases to be a Unit Owner.

Upon the conveyance or transfer of a Unit Owner’s ownership interest to a new Unit Owner,

the new Unit Owner shall simultaneously succeed to the former Unit Owner’s membership in

the Association. The aggregate number of votes for all members of the Association shall

initially be fifty-four (54) and shall be divided among the respective Unit Owners of Phase

IA with one (1) vote granted to each unit. As Additional Phases are added as described in

Section 9 hereof, the Association will automatically have additional members equal to the

number of Unit Owners of such phase, with the total membership of the Association being

all Unit Owners of all phases so added, including the Unit Owners of Phase IA.

(b) Management of Property. The Board shall have the authority to engage

the services of an agent (herein sometimes referred to as the "Managing Agent") to

maintain, repair, replace, administer and operate the Property and Common Elements, or

any part thereof, to the e~tent deemed advisable by the Board, subject to the provisions of

subparagraph (c) below. The Board shall require that such Managing Agent have fidelity

bond coverage on its employees handling Association funds. The cost of such services shall

be a common expense, as defined in paragraph 10 below.

(e) Initial Management Contract. The First Board, appointed as provided

herein, shall ratify and approve the Management Agreement between the Developer, on

behalf of the Association, and a management corporation, which may be a corporation or

other entity related to or owned by the Developer, to act as Managing Agent for the _.

Property for a term commencing on the date this Master Deed is recorded and terminating

not more than four (4) years later. - .............= ....

7

oo fi042

(d) Apartments for Building Personnel. The Board shall have authority to

lease, purchase and mortgage a Unit, Units or other residential quarters for a project

manager and maintenance personnel, if necessary. All rental or debt service paid by the

Association pursuant to a lease agreement or mortgage shall be a general common expense,

as defined in paragraph 10 below.

(e) Use by Developer. During the period of sale and construction by the

Developer of any Units and completion of the Common Elements, the Developer, and said

Developer’s agents, employees, contractors and subcontractors, and their respective agents

and employees, shall be entitled to access, ingress to and egress from said Buildings and

across the Property as may be required for purposes of said sale and construction of Units

and completion of the Common Elements. While the Developer owns any of the Units and

until each Unit sold by him is occupied by the purchasers, the Developer and his employees

may use and show one or more of such unsold or unoccupied Units as a model Unit or Units

and may use one or more of such unsold or unoccupied Units as a sales office, and may

maintain customary signs in connection therewith.

(f) Non-Liability of the Directors~ Boardt Officers and Developer. The

members of the Board of Managers, officers of the Association, or the Developer shall not

be personally liable to the Unit Owners for any mistake of judgment or for any other acts or

omissions of any nature whatsoever as such Board of Managers members, officers, or

Developer, except for any acts or omissions found by a court to constitute gross negligence

or fraud. The Unit Owners shall indemnify and hold harmless each of the members of the

Board of Managers, officers, or Developer, and their respective h.eirs, executors,

administrators, successors and assigns in accordance with the provisions of Article VIII of

the Bylaws.

6. Board’s Determination Binding. In the event of any dispute or disagreement

between any Unit Owners relating to the Property, or any questions of interpretation or

application of the provisions of the Master Deed or Bylaws, the determination thereof by the

Board shall be final and binding on each and all such Unit Owners.

7. (a) Ownership of the Common Elements. Each Unit Owner shall be entitled

to a percentage of ownership in the Common Elements allocated to the respective Unit

owned by such Unit Owner, with each Unit being allocated one fifty-fourth (1/54). If a Unit

is owned by more than one Unit Owner, all Unit Owners of a Unit shall collectively own a

percentage equal to one fifty-fourth (1/54) of the whole. The percentages of ownership

interests shall remain constant unless hereafter changed by recorded amendment to this

Master Deed consented to in writing by the Unit Owners in accordance with paragraph 21

below. Said ownership interest in the Common Elements shall be an undivided interest, and

the Common Elements shall be owned by the Unit Owners as tenants in common in

accordance with their respective percentages of ownership. The ownership of each Unit

shall not be conveyed separate from the percentage of ownership in the Common Elements

corresponding to said Unit. The undivided percentage of ownership in the Common Elements

corresponding to any Unit shall be deemed conveyed or encumbered with that Unit, even

though the legal description in the instrument conveying or encumbering said Unit may not

make specific reference to such undivided percentage of ownership in the Common

Elements.

(b) Ownership of the Community Facilities. After substantial completion

of the Community Facilities, Developer agrees to deed a prorata undivided interest in the

Community Facilities collectively to the Unit Owners. The Unit Owners shall each be

allocated a one fifty-fourth (1/54) interest in said prorate undivided interest in the same

manner as Unit Owners are allocated ownership of the Common Elements. After and if each

Additional Phase of the Development Property is submitted to the provisions of the Act, the

Unit Owners of that phase shall be conveyed a collective prorate undivided interest in the

Community Facil~ties and all Unit Owners of all phases shall own the Community Facilities.

9

in common in proportion to their respective percentage interests. In the event the

"Developer elects not to submit any Additional Phases to the provisions of the Act, the

Drorata interest to be ~.located collectively to such phase’s Unit Owners shall be ~llocated

and conveyed prorata to the phases which have been submitted to the provisions of the Act.

8. (a) General Use of the Common Elements. Except as otherwise prodded

herein, each Unit Owner shall have the right to use the Common Elements in eommon with

all other Unit Owners, as may be required for the purposes of access, ingress to, egress

from, usej occupancy and enjoyment of the respective Unit owned by such Unit Owner. Such

right to use the Common Elements shall extend to not only each Unit Owner, but also to his

agents, servants, family members, and invitees. However, each Unit Owner shall have the

right to the exclusive use and possession of the Limited Common Elements contiguous to and

serving such Unit alone or with adjoining Units. Such rights to use the Common Elements,

including the Limited Common Elements~ shall be subject to and governed by the provisions

of the Acts Master Deed, Bylaws and rules and regulations of the Association. In addition,

the Association shall have the authority to leases grant concessions or grant easements with

respect to parts of the Common Elements, subject to the provisions of the Master Deed and

Bylaws. All income derived by the Association from leases, concessions or other sources

shall be held and used for the benefit of the members of the Association, pursuant to such

rules, resolutions or regulations as the Board may adopt or prescribe.

(b) Roads and Sidewalks. All roads and adjacent sidewalks now or

hereafter existing or built within the Parcel shall be Common Elements (except as otherwise

stated in this Master Deed or shown on the Plat) and are specifically for use by the Unit

Owners of the Parcel, the Developer as described in Section 5(e), and for Unit Owners of

Additional Phases for the purpose of access, ingress to, egress from the respective Units-of

the Parcel and of Additional Phases and to the Community Facilities. Such rights shall

extend to agents, servants, family members, and invitees of the Unit Owners. No rights or

l0

oo 60,’12 6:12privileges to the use of such roads and sidewalks are intended to be extended to or

established hereby for the benefit of the general public, and the right to regulate traffic and

restrict speeds of motor vehicles of any kind is expressly vested in the Association. The

Association, acting through its agents, employees and Officers, shall further have the

absolute right, in its sole discretion, to deny or prevent entrance upon the Parcel and use of

all or any portion of the Common Elements by persons other than Unit Owners, their agents,

servants, family members, and invitees. All forms of soliciting upon the Parcel and

Property are hereby prohibited and notice of such prohibition is hereby given.

(e) Parkin~ Spaces. Parking spaces within the Parcel shall be part of the

Common Elements, and use may be regulated by the Board in its discretion.

(d) Ingress and Egress Easements. Developer hereby establishes perpetual

easements across now existing or hereafter constructed roads and other Common Elements

of the Parcel for the purpose of ingress and egress to the remainder of the Development

Property. Said easements shall be for the use and benefit of the Developer, its agents,

employees, contractors and subcontractors, and their respective agents and employees, and

the Unit Owners of the Additional Phases and their agents, Servants, family members and

invitees, and shall run with and be binding upon the Property. The easements established

herein are for private use of the Developer and Unit Owners, their agents, servants, family

members and invitees, and do not confer any rights whatsoever upon the general public. In

the event Additional Phases are submitted to the provisions of the Act, Developer agrees to

establish similar ingress and egress easements on Additional Phases for the benefit of the

Parcel and other adjoining Additional Phases. No easement established hereby shall be

across or through any Unit or Limited Common Elements.

9. (a) Additional Phases of The Cloister at St. Henry. Developer .presently

intends to submit to the provisions of the Act its leasehold interest in additional tract(s) of

real estate (herein referred to as "Additional Phases.) lying in the Development Property by

11

recordin~ a ~lat or survey of such real e~tate in th~ m~nn~ d~i~d in Section l(p) h~reo~,

~d e~ ~c~o~ the ~c~l ~nd ~o~rt~ ~ ~ reportable ~d n~s~ ~o~ ~e~lo~ ~

~mplete eo~ue~on of U~, Common Elements ~d Limited Common Elements wit~n

Additio~ Ph~ but sh~l not ~ve ~ e~ement tMo~h ~y U~ or Limited Common

Elemen~. Develop~ is not obligated in ~y way to so submit ~y f~ther ~r~o~ of the

Development Pro~rty to the ~o~sio~ of the Act, but a~e~ that ~l Ad~on~ Ph~

sha~ be submitted witMn ten (10) years from the date hereof. No ~r~on of the

Development Pro~rty sh~ in ~y m~er ~ enc~red by ~y restriction or ~eement

cont~ned herein ~tfl ~ Ad~onM Ph~e is submitted to pmvisio~ of the Act, ~d

Develo~r ~erv~ ~ available ri~ts to develop the Development Pro~rty in ~y m~er

consistent with present or fut~e zo~ng req~remen~.

(b) Mut~l E~ements with Addition~ Ph~. Develo~r pr~ently intends

for cert~n Common Elemen~ of Ad~on~ Ph~ such ~ roa~, the nat~e w~k, water,

sewer ~d other utiliti~ to tie into the roa~, nat~e w~k, water, sewer ~d other utili~

of the P~cel. Therefore, perpetu~ e~emen~ for aH such Ad~on~ Ph~ shah be

~s~ved acres the Parcel for i~, e~e~, water, sewer, ~ainage and other u~li~ ~d

such e~emen~ sha~ ~ over and acro~ the ~rdo~ of the P~c~ that eont~n the roa~,

~t~e w~k, water, sewer ~d other utility Hn~, but not t~o~h ~y B~Idin~, Uni~ or

Limited Common Elemen~. The perpetu~ e~ement for ~nage from the Ad~tion~

Ph~ sh~ ~ gener~y acres the P~cel ~ the ~ainage nat~y flows or ~ routed by

~nage faci~ties on the P~ceL Further, gener~ non~xcl~ve in~e~ ~d e~s

~ements ~e r~ved acres t~ P~cel but not t~ough or acres U~, ~l~n~--or

Limited Common Element. Dev~oper agre~ that the Master Dee~ for Ad~onM Ph~es

s~ ~ntain identic~ e~ements for the ~nefit of the P~eel.

of the

10. (a)

expenses

Common Expenses. Each Unit Owner shall pay his proportionate share

of the administration and operation of the Common Elements and

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Community Facilities and of any other expenses incurred in conformance with the Master

Deed and Bylaws (which expenses are herein sometimes referred to collectively as "common

expenses"), including, but not limited to, the maintenance and repair thereof and any and all

replacements and additions thereto. Developer shall not be required to expend from its own

funds directly any sums of money for maintenance, replacements, or any other expenses of

the administration of the Common Elements, provided, however, Developer may, at his

option, advance such sums to the Association which Developer in good faith deems

reasonably necessary for payment of such expenses, maintenance, and replacements or may

pay directly the costs thereof. In either event Developer shall be allowed a credit for such

sums so advanced or expended, such credit to be fully applied against any liability Developer

has hereunder for payment of his prorata or proportionate share of the common expenses as

a Unit Owner. The proportionate share of the common expenses for each Unit Owner shall

be prorata as each Unit bears to the total Units or one .fifty-fourth (1/54) for each Unit.

Such prorata or proportionate shares shall be assessed as one assessment collectively for all

Unit Owners owning a Unit. Payment of common expenses, including any prepayment

thereof required by contract for a sale of a Unit, shall be in such amounts and at such times

as determined in the manner provided in the Bylaws. No Unit Owner shall be exempt from

payment of his proportionate share of the common expenses by waiver or non-use or

enjoyment of the Common Elements or Limited Common Elements, or by abandonment of

his Unit. If any Unit Owner shall fail or refuse to make any such payment of the common

expenses when due, the amount thereof, together with interest thereon at the highest rate

as may then be permitted under the laws of the State of Tennessee, after said common

expenses become due and payable, shall constitute a lien on the Unit owned by such Unit ....

Owner and the interest of such Unit Owner in the Property of which the Unit is a part.

(b) Enforcement of Lien. For and in consideration of the privileges,

protections, mutual enjoyment and use of the Common Elements and the premises contained

13

herein, the receipt of securing the payment of said lien indebtedness; rendering unnecessary

court proceedings for the enforcement of said li~n in the event of the non-payment of said

in~lebtedness and payments thereof, as they become, due, and for the consideration of One

Dollar ($1.00) paid in cash, receipt of which is acknowledged, the said Unit Owners, their

heirs, administrators, and assigns, hereinafter referred to as trustors, hereby transfer and

convey unto Mark H. Westlake, Trustee, his successors and assigns, the real estate described

in Exhibit hA", with the appurtenances, estate, title and interest thereto belonging unto the

Trustee for the following uses and trusts:

Trustors agree to pay their prorata share of common expenses when due, and

further agree to pay all taxes and assessments thereon, general or special, and to pay them

when due, and, upon demand of said trustee or the lawful owner and holder of said

indebtedness, to pay, discharge or remove any and all liens (except a first deed of trust)

which may be hereafter placed against the Property and which shall adversely affect the

lien of this ins~ument or enforcement of the terms and provisions hereof; to keep the

improvements on said Property in good repair and preservation, and in case the trustee or

his successors or the lawful owner and holder of said indebtedness shall hereafter be

required to appear in any court or tribunal to enforce, or defend the title to, or possession

of, said Property, or the lien of this instrument, or appear in any court to prove the above

indebtedness, all the costs and expenses of such appearance or proceedings, together with a

reasonable attorney’s fee, shall be allowed, and be payable by trustors upon demand of the

trustee or lawful owner or holder of said indebtedness, and, upon failure to do any of these

things, then said trustee, or the lawful owner and holder of said indebtedness may do any or

all of these things and the amounts so paid shall bear interest from the date of payment at .

the highest contract rate permitted by the laws of the State of Tennessee and shall be. and

become a part of the indebtedness secured hereby. . _ .

Now, if trustors shall pay their prorata share of the common expenses aforesaid

when due, and pay any and all sums when due, as aforesaid, then this trust conveyance.shall .... ---~-~

14

be of no further force or effect. But if said indebtedness, or any payment thereof, or

interest thereon, is not paid promptly when due, or if, failing to pay said other sums when

due, as herein provided, trustors fail to reimburse the trustee, or lawful owner and holder of

said indebtedness, within thirty (30) days from date of such payment, this trust conveyance

shall remain in full force and effect, and the said trustee, or his successor in trust, is hereby

authorized and empowered, upon giving twenty (20) days’ notice by three (3) publications in

any newspaper, daily or weekly, published in Davidson County, Tennessee, to sell said

Property at the front door of the Courthouse in said County to the highest bidder for cash,

at public outcry, free from the equity of redemption, homestead, dower and all other

exemptions of every kind, which are hereby expressly waived; and the said trustee, or his

successor in trust, is authorized and empowered to execute and deliver a deed to the

purchaser, but only if such purchaser satisfies the requirements of Section 18 hereof. The

Association may bid at any sale under this trust conveyance. The Trustee may, at any time

after default in the payment of any of said indebtedness, enter and take possession of said

Property, and shall only account for the net rents actually received by him. It is further

agreed that, in the event the trustee fails,. before selling said Property as herein provided, to

enter and take possession thereof, the purchaser shall be entitled to immediate possession

thereof upon the delivery to him by the trustee of a deed for said Property. In case of sale

hereunder, the proceeds will be applied by the trustee as follows:

i. To the payment of all costs, charges and expenses of excuting this

conveyance and enforcing said lien as herein provided; also reasonable attorneys’ fees for

advice in the premises, or for instituting or defending any litigation which may arise on

account of the execution of this conveyance, or the enforcement of said lien; also the

expenses of any such litigation. ....

2. To the payment of all taxes which may be unpaid on said premises.

3. To the payment of all unpaid indebtedness herein secured, and any and

all sums expended in the protection of said property, as herein authorized .............

15

4. The residue, if any, will be paid to trustors, their order, representatives

or assigns.

In ease of the death, absence, inability, or refusal to act of said trustee at any time

when action under the foregoing power and trusts may be required or for any other reason,

the lawful owner and holder of said lien is hereby authorized and empowered to name and

appoint a.successor to execute this trust by an instrument in writing to be recorded in the

Register’s Office for Davidson County, Tennessee, and the title herein conveyed to the

above named trustee shall be vested in said successor.

The word "Trustors" when used herein shall apply to parties both singular and

plural.

(c) First Deed of Trust Protection. The lien for common expenses payable

by a Unit Owner shall be subordinate to the lien of a recorded first deed of trust on the

interest of such Unit Owner, except for the amount of the proportionate share of common

expenses which become due and payable from and after the date on which the mortgageee or

beneficiary thereunder either takes possession of the Unit encumbered thereby, accepts a

conveyance of any interest therein (other than as security) or forecloses its deed of trust.

This subparagraph (c) shall not be amended, changed, modified or rescinded without the prior

written consent of all first mortgagees and beneficiaries of record.

¯ (d) Additional Common Expenses. As Additional Phases are submitted to

the provisions of the Act and additional members added to the Association, as set forth in

Section 9 hereof, the Board and Association shall also administer the Common Elements of

such Additional Phases (as defined in each Master Deed for such Additional Phase) and all

Unit Owners of all phases so submitted to the provisions of the Act shall contribute to the

common expenses which shall become expenses of administration and operation of the

Common Elements of all such Phases (including Phase IA) and the Community Facilities,

including, but not limited to, the maintenance , repair and replacement thereof. Payments

16

or contributions shall continue to be assessed by the Board prorata as each Unit bears to the

total Units of all phases submitted to the Act. The Board shall continue to determine the

amounts, times and manner of payments as provided in the Bylaws.

11. Deeds of Trust. Each Unit Owner shall have the right, subject to the

provisions herein, to make separate deeds of trust for his respective Unit together with his

respective ownership interest in the Common Elements. No Unit Owner shall have the right

or authority to make or create, or cause to be made or created, from the date hereof, any

deed of trust or other lien on or affecting the Property or any part thereof, except only to

the extent of his own Unit and the respective percentage interest in the Common Elements

corresponding thereto.

12. Separate Real Estate Taxes. Real estate taxes shall be separately taxed to

each Unit Owner for his Unit and his corresponding percentage of ownership in the Common

Elements, as provided in the Act. In the event that such taxes for any year are not

separately taxed to each Unit Owner, but rather are taxed on the Property as a whole, then

each Unit Owner shall pay his proportionate share thereof in accordance with his respective

percentage of ownership interest in the Common Elements, and, in said event, such taxes

shall be a common expense.

13. Insurance. The Board shall have the authority to and shall obtain insurance

for the Property, Common Elements, Limited Common Elements and Community Facilities,

exclusive of the additions within, improvements to and decorating of the Units by the Unit

Owners and persona] property of the Unit Owners within each Unit, against loss or damage

by fire, vandalism, malicious mischief and such other hazards as are covered under standard

extended coverage or "multi peril" provisions for the full insurable replacement cost of the

Community Facilities, Common Elements and Limited Common Elements, and against such

other hazards and for such amounts as the Board may deem advisable. Insurable

replacement cost shall be deemed the cost of restoring the Community Facilities, Common

17

Elements ~nd Limited Common Elements, o~ ~ p~t thereof to su~t~nti~ the same

eon~ in ~eh the~ existed

sh~ ~ ~itten ~n the n~me of~

M~age~ of the A~cia~on, ~ the ~ustee for each of the Unit Owne~ in ~rect ra~o to

s~d Unit Owner’s res~ctive ~rcentage of owne~p in the Common Elements, ~ set forth

in th~ Master De~, ~d for the holder of a deed of ~ust on his U~t, if ~y. The ~cy of

i~ance s~d ~ contain, if ~ssible, a waiver of subrogation ~ghts by the i~or

ag~n~ indi~duM Unit Owners. The premiss for such i~ce sha~ be a common

e~me. However, at the option of the Bo~d, and upon written notice to ~ U~t Owners,

premiss for such i~ce sha~ ~ sep~at~y bi~ed to each U~t Owner for Ms Unit ~d

Ms corres~nding ~rcentage of owners~p in the Common Elements.

(a) Damage to the Comm~ity Faciliti~. In the event the Comm~ity

Fac~ ~e damaged or destroyed by fire or other c~u~ty ~d there ~e suffi~ent

i~ance ~ee~ ava~able to the Bo~d for re~ir ~d/or replacement of the Comm~ity

Faci~, repot or replacement sha~ be made at the ~cre~on of the Board. In the event

there ~e im~ficient im~ance ~ocee~ avagable, re~ir or replacement shMl ~ made o~y

~t~ the vote of a majority of a~ Unit Owne~ or membe~ of the A~ociation casting votes

in the m~er descried in the Bylaws.

(b) Damage to Bu~din~ ~d/or Common Elements. In the event of damage

to or des~uc~on of ~y Bu~n~, Common Elements or Limited Common Elements ~ a

reset of ~ or other c~u~ty covered by i~ance procee~ (~l~s more than two-t~rds

(2/3) of ~y Bu~ng or Bu~&n~ req~r~ recons~uc~on) the Bo~d sha~, in its discretion,

~ ~e ~ior written approvM of a majority of the mortgage~ of the Uni~ affected,

det~mine ~d, without intervention of ~y U~t Owner, ~r~ge for the prompt rep~r ~d

restoration of the damaged ~rtio~ of ~ U~, B~din~, Common Elements and Limited

Common Elemen~ substantia~y in accord~ce with the ori~n~ plus ~d s~cifications

18

B00 ,6042 620therefor. Where the insurance indemnity is insufficient to cover the ~t

~esto~a~on~ the deficit sha~ be p~d by a~ ~t Owne~ ~ee~y affected b~ the dame~e~

p~o~tion to ~eh gnit~s ~eent~e of owne~p in the Common £]emen~. ~he Bo~d

sha~ not ~ r~n~ble for the rep~r, replacement or restora~on of ~y wa~, ce~ng or

~r decoratiom or ~vering, or f~nit~e, f~n~M~, fi~, a~ces or eq~pment

instated ~ the U~t by a Unit Owner or Occup~t ~e~ i~ce therefor is specific~y

prodded for in the im~anee ~ obtained by the ~d.

Recons~uc~on sha~ not ~ ~mp~sory where the whole or more th~ tw~t~r~

(2/3) of ~ the Building, Common Elements and Limited Common Elements ~e d~troyed

or damaged by fire or other c~u~ty, ~ determined by the Bo~d. In such c~e, and u~ess

otherwise ~imo~ly ~eed upon by the U~t O~e~ ~d their mort~ge~, the i~ance

procee~ shah ~ de~vered to the U~t Owne~ or thor mortgage~, ~ their interes~ may

appe~, in wo~rtion to the ~r~ntage inter~t of ~ch U~t O~er in the Common

EIemen~; ~d the Bo~d, ~ soon ~ reasonably ~ble ~d ~ agent for the U~t Owners,

sh~ s~ the Pro~rty, in i~ then ~ndi~on, free from the effect of t~ M~ter Deed, w~ch

sha~ t~minate u~n such s~e, on t~ms satisfact~y to the Bo~d, ~d the net procee~ of

such s~e ~d the net procee~ of ~ i~ance ~Sci~ sh~l thereupon ~ ~tributed to the

Unit Owne~ or their mortgage~, ~ their intere~ may appe~, in pro~rtion to the

~rcentage interest of each Unit Owner in the Common Elements. If the ~d f~Is to

co~ummate a s~e p~uant to t~ p~a~aph ~t~n twenty-fo~ (24) mont~ ~ter the

d~truction or damage ~c~s, then the M~a~ Agent, or the Bo~d, sh~, or if they

not, ~y Unit Owner or Mortgagee may, record a sworn Decl~a~on set~ng forth such

dec~ion ~d reciti~ that ~der the wo~io~ of t~ M~ter Deed the pro~bition agaimt ~ ’:~

ju~ciM partition prodded for in t~ Master D~ h~ terminated ~d that ju~ciM p~tition -:-.:--~--:

of the Pro~rty may ~ obtained ~uant to the laws of the State of Tenn~s~. U~n finM ...... ¯

jud~ent of a ~t of competent j~is~efion decreeing such p~tifion, t~s Decimation .....

sh~ terminate.

19

The Board shall also haveauthority to and shall obtain comprehensive public

liability insurance, in such amounts as it deems desirable, and workmen’s compensation

insurance and other liability insurance as it deems desirable, insuring each Unit Owner,

mortgagee of record, if any, the Association, its officers, members of the Board and

employees, the Developer, and the Managing Agent, if any, from liability in connection with

the Recreation Facilities -and Common Elements. The premiums for such insurance shall be

a common expense. However, at the option of the Board, and upon written notice to all Unit

Owners, premiums for such insurance shall be separately billed to each Unit Owner for his

corresponding percentage of ownership in the Common Elements. The Board shall retain in

safekeeping any such public liability policy for twenty-three (23) years after the expiration

date of the policy.

The Board shall also have authority to and may obtain such insurance as it deems

desirable, in such amounts, from such sources and in such forms as it deems desirable,

insuring the Property and each member of the Board and officers of the Association, and

members of any committee appointed pursuant to the Bylaws of the Association from

liability arising from the fact that said person is or was a member of the Board or officer of

the Association, or a member of such a committee. The Board shall require such fidelity

bond coverage as necessary for any person or Board member handling Association funds.

The premiums for such insurance and bonds shall be a common expense.

Each Unit Owner shall be responsible for obtaining his own insurance on the

contents of his own Unit, as well as his additions and improvements thereto, decorations,

furnishings and personal property therein, and persona] property stored elsewhere on the

Property. In addition, in the event a Unit Owner desires to insure against his personal

liability and loss or damage by fire or other hazards above and beyond the extent that his

liability, loss or damage is covered by the liability insurance and insurance against loss or

damage by fire and such other hazards obtained by the Board for all of the Unit Owners as

2O

622

part of the common expenses, as above provided, said Unit Owner may, at his option and

expense, obtain additional insurance.

14. Maintenance~ Repairs and Replacements. Each Unit Owner, at his own

expense, shall furnish and be responsible for all maintenance of, repairs to and replacements

within his own Unit. Provided, however, the Board may choose to provide such maintenance

and repairs as part of the common expense. Maintenance of, repairs to and replacement.s

within the Common Elements shall be the responsibility of and shall be furnished by the

Association. The cost of maintenance of, repairs to and replacements within the Common

FAements shall be part of the common expenses, subject to the Bylaws, rules and regulations

of the Association. To the extent not covered by the Association’s insurance, the expenses

for the maintenance, repair or replacement of Limited Common Elements shall be borne by

the owner of the Unit to which such Limited Common Elements are appurtenant and at the

discretion of the Board, maintenance of, repairs to and replacements within the other

Limited Common Elements may be assessed in whole or in part to Unit Owners benefited

thereby, and, further, at the discretion of the Board, the Board may d~reet Unit Owners who

stand to be benefited by such maintenance of, repairs to and replacement within the Limited

Common Elements to arrange for such maintenance, repairs and replacement in the name

and for the account of such benefited Unit Owners, pay the cost thereof with their own

funds, and procure and deliver to the Board such lien waivers and contractors’ and

subcontractors’ sworn statements as may be required to protect the Property from all

mechanics’ or materialmen’s lien claims that may arise therefrom. Anything herein to the

contrary notwithstanding, the Association shall control and pay for replacement of

shrubbery and plantings adjacent to the exterior front wall of each Unit, which shaU be a

common expense. Maintenance of such shrubbery and plantings shall be the responsibility of

each Unit Owner, and each Unit Owner must keep such shrubbery and plantings reasonably.

maintained. Further, Unit Owners must reasonably maintain all plantings in the planters

21

623adjacent to their patios. The Association shall have the authority to provide such

maintenance (to the extent of a Unit Owner’s failure to provide the same) and assess the

cost thereof against such Unit Owner as above provided.

If, due to the act or neglect of a Unit Owner, or of his agent, servant, tenant,

family member, invitee, licensee or household pet, damage shall be caused to the Common

Elements or to a Unit or Units owned by others, or maintenance, repair or replacement are

required which would otherwise be a common expense, then such Unit Owner shall pay for

such damage or such maintenance, repair and replacements, as may be determined by the

Association, to the extent not covered by the Association’s insurance or sufficient proceeds

are not collected from the insurance carrier.

The authorized representatives of the Association, Board or of the Managing Agent

with approval of the Board shall be entitled to reasonable access to the individual Units and

Limited Common Elements as may be required in connection with the preservation of any

individual Unit or Limited Common Elements in the event of an emergency, or in connection

with maintenance of, repairs or replacements within the Common Elements, Limited

Common Elements or any equipment, facilities or fixtures affecting or serving other Units,

Common Elements and Limited Common Elements or to make any alteration required by any

governm ental authority.

15. Alterations~ Additions or Improvements. Except as provided in paragraph 19

herein, no alteration of .any Common Elements or Limited Common Elements, or any

additions or improvements thereto, except for required maintenance and replacement, shall

be made by any Unit Owner without the prior written approval of the Board. The Board may

authorize and charge as common expenses alterations, additions and improvements of the

Common Elements as provided in the Bylaws. A Unit Owner may make alterations,

additions or improvements within the Unit of the Unit Owner without the prior written

approval of the Board, but such Unit Owner shall be responsible for any damage to other

22

Units, the Common Elements, the Property, or any part ~thereof, resulting from such

alterations, additions or improvements.

16. Decorating. Each Unit Owner, at his own expense, shall furnish and be

respons.~ble for all decorating within his own Unit as may be required from time to time,

including painting, wall papering, washing, cleaning, paneling, floor covering, draperies,

window .shades, curtains, lighting and other furnishings and decorating. Each Unit Owner

shall be entitled to the exclusive use of the interior surfaces of the perimeter walls, floor

and ceilings of his Unit, and such Unit Owner shall maintain said interior surfaces in good

condition at his sole expense, as may be required from time to time. Said maintenance and

use of interior surfaces shall be subject to the rules and regulations of the Association, but

each such Unit Owner shall have the right to decorate such interior surfaces from time to

time as he may see fit and at his sole expense. Decorating of the Common Elements,

Limited Common Elements (other than the interior surfaces of the ~rywall as above

provided, interior doors and door frames located within a Unit, pulldown stairs within a Unit,

automatic garage door openers), and any redecorating of Units, to the extent such

redecorating of Units is made necessary by damage to Units caused by maintenance, repair

or replacement of the Common Elements by the Association, shall be furnished by the

Association as part of the common expenses.

17. Eneroaehments. If any portions of the Common Elements shell actually

encroach upon any Unit, or ff any Unit shall actuaIly encroach upon any portions of the

Common Elements, or if any Unit shall actually encroach upon another Unit, as the Common

Elements and Units are shown by the Plat, there shall be deemed to be mutual easements in

favor of the owners of the Common Elements and the respective Urdt Owners involved, to

the extent of such encroachments, so long as the same shall exist. " ................

18. Transfer of a Unit.

(a) Unrestricted Transfers. Without restriction, a Unit, or any interest

therein, may be transferred by will or intestate succession to anyone who will become an..

23

00 6042 625

Occupant upon such transfer and who is fifty-five (55) years of age or older, or who wLtl

attain such age within one (1) year ~t’ter such transfer. If a Unit is so transferred by wi]] or

intestate succession to a trustee of a trust, the beneficiary of .the trust must be an Occupant

and must be fifty-five (55) years of age or older at the time of the transfer or within one (1)

year from such transfer. Thereafter, during the continuance of the trust, all future

beneficiaries must remain Occupants who are fifty-five (55) years of age or older, and upon

termination of the trust, only an Occupant who is fifty-five (55) years of age at the time

may be the transferee of the Unit. Notice of any such unrestricted transfer shall be given

by the transferee to the Board within ten (10) days following consummation of such transfer.

(b) Restriction on Leasing. No Unit, or interest therein, shall be leased by

a Unit Owner. Any lease made by a Unit Owner or Owners shall be voidable, at the option

of the Board and/or Developer, by giving five (5) day’s written notice to the Unit Owner(s)

and tenant.

(c) Restriction on Transfers. A Unit Owner may not sell, or otherwise

transfer his Unit, or any interest therein, to someone other than a person who will be an

Occupant within thirty (30) days after the sale and who is fifty-five (55) years of age or

older at the time of the transfer. (The purchaser may be an indirect owner, e.g., where he is

the beneficiary of a trustee holding legal title.) A Unit shall not be permanently occupied by

more than two (2) Occupants. If a Unit is owned or occupied by more than one (1) Occupant,

one (1) of the permanent Occupants must be at least fifty-five (55) years of age and the

other permanent Occupant must be at least twenty-one (21) years of age. Further, any

purchaser or purchasers of a Unit must certify to the Developer and to the Association prior

to the transfer that the Unit being purchased or transferred will be occupied by such

purchaser or purchaser as his, her or their principal residence. ~dch purchaser or purchasers

must further certify their dates of birth. A Unit Owner shall give to the Developer..and the

Association ten (I0) days prior written notice of the proposed transfer, which notice shall

24

briefly describe the type of transfer proposed by the Unit Owner and shall state the name,

address and age or ages of the proposed transferee(s). Any transfer by a Unit Owner in

violation of any of the above requirements shall be voidable, at the option of the Association

and/or Developer.

(d) Sale to the Developer/Failure of Unit Owner to Sell to a Qualified

Purchaser. Provided a Unit Owner has:

(1) in the opinion of the Developer exerted reasonable efforts to

negotiate a sale of his Unit to a purchaser who satisfies the requirements of Section 18(c)

above;

(2) has owned his Unit for at least three (3) years; and

(3) obtained the Developer’s prior written consent to any alterations,

additions or improvements to the Unit or any Limited Common Elements appurtenant to

such Unit;

the Developer agrees to purchase the Unit owned by such Unit Owner for cash equal to

eighty percent (80%) of its fair market value.

In the event a Unit Owner dies and a transfer of a Unit will occur that will not be

an unrestricted transfer as above described in Section 18(a), the Developer agrees to

purchase the Unit for cash equal to eighty percent (80%) of its fair market value.

(e) Determination of Fair Market Value. The fair market value of the

Unit, for the purpose of the immediately preceding paragraph, shall be determined by an

M.A~I. appraiser mutually agreed upon by the transferring Unit Owner or the Unit Owner’s

executor or administrator and the Developer, and, in the event of no prompt agreement on

said appraiser, by a majority decision of three M.A~I. appraisers, one chosen by the

transferring Unit Owner or his executor or administrator, one chosen by the Developer and

the third chosen by the two appraisers. The cost of said appraiser or appraisers shall be paid

one-half (1/2) by the transferring Unit Owner or his executor or administrator and one-half

(1/2) by the Developer ........

25

(f) Closing Procedure. The Developer may waive the above requirement of

¯ °three (3) year ownership in the event the Developer determines that such requirement would

cause the Unit Owner a hardship. The factors constituting a hardship shall be determined by

the Developer in its sole discretion. The Developer may either assume any deeds of trust

encumbering such Unit, provided the same are assumable and deduct the assumed balance of

such deed of trust from the cash due the Unit Owner, or in the alternative, the Developer

may pay in full all or any of such deeds of trust from the cash due the Unit Owner at the

closing of such Unit. Any other liens encumbering such Unit must be satisfied in full at the

time of closing, either from the cash due at closing or from the separate funds of the Unit

Owner. Further, the title to said Unit must be marketable and insurable at the normal risk.

rate by a title insurance company chosen by the Developer. The closing shall be determined

by the Developer but shall be within ninety (90) days after a Unit Owner notifies the

Developer that such Unit Owner desires to sell his Unit to the Developer under the above

proced~3re or ninety (90) days following the death of a Unit Owner. At closing, the Unit

Owner or his executor, administrator or heirs shall deliver a warranty deed conveying the

Unit free from encumbrances, except those approved by the Developer, and the Developer

shall deliver the cash purchase price computed in accordance herewith.

(g) Further Exceptions to Restricted Transfers.

(1) Holder of a First Deed of Trust. A transfer or lease of a Unit, or

interest therein, by the holder of any first deed of trust on a Unit which comes into.

possession of the mortgaged Unit pursuant to remedies provided in such deed of trust, or

pursuant to foreclosure of such deed of trust, or pursuant to a deed (or assignment) in lieu of

foreclosure of such deed of trust, shall not be subject to the provisions of this paragraph 18.

Further, a sale at foreclosure by such holder of a first deed of trust shall not be subject to

the restrictions of this paragraph 18. Such sale at foreclosure and/or a sale by the holder of

a first deed of 1~ust which owns such Unit as a result of foreclosure or deed in lieu thereof,

as provided above, shall be subject to the rights of redemption hereinafte~ described..._ -- ~.-

26

1 o 6042 628

(2) Right of Redemption. The Developer shall have the right, within

sixty (60) days following notice of a sale by the holder of a first deed of trust who owns such

Unit as a result of a foreclosure or a deed in lieu thereof, as described in the immediately

preceding paragraph, and following a sale at foreclosure to a party other than the holder of

the first deed of trust, to purchase such Unit from such purchaser who receives a deed from

the holder of the first deed of trust, or who receives a deed from the trustee under such

deed of trust. The sixty (60) day period shall commence upon notice to the Developer and

the notice must be given by the holder of the first deed of trust within ten (10) days

following the date of the delivery of a deed to the purchaser from the trustee under the first

deed of trust or the holder of a first deed of trust. The notice from the deed of trust holder

shall be accompanied by a copy of the executed deed to the purchaser and said notice shall

state the amount of the purchase price. The right of redemption may be exercised by the

Developer by giving notice to such purchaser at the address shown in the deed and the holder

of the first deed of trust (the "closing notice"). Closing shall occur within ten (I0) days from

the date the closing notice is given. At closing, the Developer shall deliver in dash the

amount of the purchaser’s purchase price paid for the subject Unit, plus interest from the

date of the notice from the holder of the first deed of trust at the rate stated in the note

which was secured by the subject deed of trust, and the purchaser shall deliver a general

warranty deed to the Developer. Any deeds of trust encumbering such Unit may either be

paid in full or assumed at the option of the Developer, and the balance of the deed of trust

or deeds of trust so assumed to be deducted from the cash due the Unit Owner at closing.

The cash paid at closing shall be used for payment of such deeds of trust, if elected by the

Developer, and further, for the payment of any other liens to the extent that there are

sufficient funds available from such cash.

(3) Right of Redemption and Right of Transfer U~on Default Superior

to Liens. The above right of redemption and rights in the event of default, as described in .-

27

629paragraph 18(k), shall be superior to any and all liens of creditors of a Unit Owner, the

United States Government, and any agency or branch thereof, the Government of the State

of Tennessee, or any agency or department thereof, and the Metropolitan Government of

Nashville and Davidson County, Tennessee, or any agency or department thereof. The

interest of such creditors or other entities described above shall attach to the cash paid at

closing to the extent any cash remains after payment of any superior deeds of trust on such

Unit.

(h) Association’s Right to Purchase at a Foreclosure Sale or Redemption

After Foreclosure. The Board shall have the power and authority to bid and purchase or

elect to redeem any Unit pursuant to the right granted in this paragraph 18, for and on

behalf of the Association, any Unit, or interest therein, at a sale pursuant to a deed of trust

foreclosure, a foreclosure of the lien for common e:~-penses under the Act, or an order or

direction of a court, or at any other involuntary sale, upon the consent or approval of Unit

Owners owning not less than three-fifths (3/5) of the total votes of the Unit owners. Such

consent shall set forth a maximum price in the case of a bid at foreclosure or other

involuntary sale which the Board or its duly authorized agent may bid and pay for said Unit.

(i) Financing of Purchase by Association. The Board shall have authority

to make such mortgage arrangements and special assessments proportionately among the

respective Unit Owners, and other such financing arrangements as the Board may deem

desirable, in order to close and consummate the purchase or lease of a Unit, or interest

therein, by the Association. However, no such financing arrangement may be secured by an

encumbrance on any interest in the Property other than the Unit, or interest therein, to be

purchased or leased, and the percentage interest in the Common Elements appurtenant ........

thereto. - - -~-

(j) Sale of a Unit by the Association. The Association shall hold any Unit,

pursuant to the terms hereof, in the name of the Association, or a nominee thereof

28

delegated by the Board, for the sole benefit of all Unit Owners. The Board shall have the

authority at any time to sell said Unit on behalf of the Association upon such terms as the

Board shall deem desirable, but in no event shall a Unit be sold for less than the amount paid

by the Association to purchase said Unit unless Unit Owners owning not less than three-

fifths (3/5) of the total votes of the Unit Owners first authorize the sale for such lesser

am o unt.

(k) Right of Developer to Cure Defaults. Developer reserves the right to

cure any default declared under any first deed of trust encumbering a Unit and all such sums

so expended shall be paid by the Unit Owner upon demand to the Developer. All such sums

so expended and not paid upon demand shall constitute a lien in favor of the Developer upon

the subject Unit. In the event the amount paid by the Developer equals at least four (4)

monthly payments due under said deed of trust, the Developer shalq, following failure of the

Unit Owner to reimburse the Developer after demand therefor, have the right to elect to

have the subject Unit transferred to the Developer. Upon notice to the Unit Owner, said

Unit Owner shall immediately execute and deliver a warranty deed conveying said Unit to

the Developer.

(i) Miscellaneous.

(1) AH notices referred to or required under this paragraph 18 shall

be given in the manner provided in this Master Deed for the giving of notices.

(2) The provisions of this paragraph 18 with respect to the

Association’s and Developer’s right of redemption shall be and remain in full force until

August 31, 2042.

(3) The Board may adopt rules and regulations, from time to time,

not inconsistent with the provisions of this paragraph 18, for the purpose-of implementing "

and effectu~tin~ said [~’ovisions. . ..........................

(4) If any transfer or lease of a Unit is made or attempted without

complying with the provisions of this paragraph 18, such transfer or lease shall be voidable ~ --~ " ’- "

29

at the option of the Association subject to each and all of the rights and options of, and

remedies and actions av~{ilable to, the Association hereunder and otherwise.

(5) In the event of any transfer of a Unit, or any interest therein, the

transferee shall be jointly and severally liable with the transferor for all unpaid assessments

of the transferor accrued and payable prior to the date of the transfer.

19. Use and Occupancy Restrictions. Subject to the provisions of the Bylaws, no

part of the Property may be used for purposes other than housing and the relating common

purposes for which the Property was designed and as allowed by municipal zoning laws.

Each Unit or any two or more adjoining Units used together shall be used as a residence or

such other use permitted by this Master Deed, and for no other purpose, except that

professional and quasi-professional people may use their residence (not in violation of

municipal zoning laws) as an ancillary or secondary facility to an office established

elsewhere. The foregoing restrictions as to residence shall not, however, be construed in

such manner as to prohibit a Unit Owner from: (a) maintaining his personal professional

library; (b) keeping his personal business or professional records or accounts; or (c) handling

his personal business or professional telephone calls or correspondence. Such uses are

¯ expressly declared customarily incident to the principal residential use and not in violation

of said restrictions or municipal zoning law.

The ¯Common Elements shall be used ordy by the Unit Owners and their agents,

servants, family members, and invitees for access, ingress to and egress from the respective

Units and for such other purposes incidental to use of the Units; provided, however, any

areas designed for a specific use shall be used for the purposes approved by the Board. The

use, maintenance and operation of the Common Elements shall not be obstructed, damaged

or unreasonably interfered with by any Unit Owner, and shall be subject to any lease,

concession or easement, presently in existence or entered into by the Board at some future

time, affecting any part or all of said Common Elements.

30

632No Unit may be permanently occupied by more than two (2) persons, one of whom ’:

must be st ]east fifty-five (55) yeats of a~e and the other of whom must be at least twenty-

one (21) years of age. At least one (1) permanent Occupant of each Unit must be the Unit

Owner (either directJy or indirectly, e.g., the beneficiary of a trust owning the Urdt). The

factors constituting a permanent or semi-permanent basis shaJ3 be as determined by the

Board in its sole discretion. The limit upon the number of persons permanently occupying a

Unit may be waived by the Board upon a determination by the Board of a hardship situation,

which determination is to be in the sole discretion of the Board.

20. Remedies. In the event of any violation of the provisions of the Act, Master

Deed, Bylaws or rules and re~m~ations of the Board or Association by any Urdt Owner, the

Association, or its successors or assigns, or the Board, or its agent, shall have each and all of

the rights and remedies which may be provided for in the Act, Master Deed, Bylaws, or said

rules and regulations, or which may be available at law or in equity, and may prosecute an

action or other proceeding against such defaulting Unit Owner and/or others for

enforcement of any lien and the appointment of a receiver for the Unit and ownership

interest of such Unit Owner, or for damages or injunction or specific performance, or for

judgment for payment of money and collection thereof, or the right to take possession of the

Unit and to sell the same as provided in paragraph 10(b) and as provided hereinafter in this

paragraph 20, or for any combination of remedies, or for any other relief. All expenses of

the board in connection with any such actions or proceedings, including court costs and

attorneys’ fees and other fees and expenses and all damages, liquidated or otherwise,

together with interest thereon at the highest rate of interest permitted under the laws of

the State of Tennessee until paid, shall be charged to and assessed against such defaulting ......

Unit Owner, and shall be added to and deemed part of his respective share of the common :. =~.. ’ -.

expenses, and the Board shall have a lien for all of the same, as well as for nonpayment, of ....... = ....

his respective share of the common expenses, upon the Unit and ownership interest in the - -

31

Common Elements of such defaulting Unit Owner and upon all of his additions and

improvements thereto and upon all of his personal property in his Unit or.located elsewhere

on the Property, PrOVided, however, that such lien shall be subordinate to the lien of a

recorded first deed of trust, on the interest of such Unit Owner, except for the amount of

the proportionate share of said common expenses which become due and payable from and

after the date on which the said deed of trust owner or holder either takes possession of the

Unit, accepts a conveyance of any interest therein (other than as a security) or files suit to

foreclose its deed of trust. In the event of any such default by any Unit Owner, the Board

and the manager or Managing Agent, if so authorized by the Board, shall have the authority

to correct such default, and to do whatever may be necessary for such purpose and all

expenses in connection therewith shall be charged to and assessed against such defaulting

Unit Owner. Any and all such rights and remedies may be exercised at any time and from

time to time, cumulatively or otherwise, by the Board. This paragraph shall not be

amended, changed, modified or rescinded without the prior consent of all holders of record

of mortgage and deed of trust liens against Units in the Building.

The Violation of any restriction or condition or regulation adopted by the Board or

the breach of any covenant or provision herein contained, shall give the Board the right, in

addition to any other rights provided for in this Master Deed; (a) to enter (either peaceably

or forceably without liability to such Unit Owner for such entry) upon the Unit, or any

portion of the Property upon which, or as to which such violation or breach exists and to

summarily abate and remove, at the expense of the defaulting Unit Owner, any structure,

thing or condition that may exist thereon contrary to the intent and meaning of the

provisions hereof, and the Board, or its employees or agents, shall not thereby be deemed

guilty in any manner of trespass; or (b) to enjoin, abate or remedy by appropriate legal

proceedings, either at law or in equity, the continuance of any breach; or (c) to take

possession (either .peaceably or forceably without liability to such Unit Owner for such

32

oo 6042 634entry) of such Unit Owner’s interest in the p~operty ~nd to maintain an action fo~ possession

of such urdt in the manner provided by law.

If any Urdt Owner (either by his own conduct or by the conduct of any other

occupant of his Unit) shall violate the Act, or any of the covenants or restrictions or

provisions of this Master Deed or the regulations adopted by the Board, and if such default

or violation shall continue for ten (10) days after notice to the Unit Owner in writing from

the Board, or shall occur repeatedly during any ten (10) day period after such written notice

or request to cure such violation from the Board, then th~ Board shall have the power to

issue to said defaulting Owner a notice in writing terminating, the rights of the said

defaulting Owner to continue as a Unit Owner and to continue to occupy, use or control his

Unit, and thereupon an action in equity may be filed by the Board against said defaulting

Owner for a decree of mandatory injunction against such defaulting Owner or Occupant, or

in the alternative, for a decree declaring the termination of said defaulting Owner’s right to

occupy, use or control the Unit owned by him on account of said violation, and ordering that

all the right, title and interest of said defaulting Owner in the Property shal] be sold (subject

to the lien of any existing deed of trust or mortgage) at a judicial sale upon such notice and

terms as the court shall determine, except that the court shall enjoin and restrain the said

defaulting Owner from reacquiring his interest at such judicial sale. The proceeds of any

such judicial sale shall first be paid to discharge court costs, court reporter charges,

reasonable attorneys’ fees and all other expenses of the proceeding and sale, and all such

items shall be taxed against said defaulting Owner in said decree. Any balance of proceeds,

after satisfaction of such charges and any unpaid assessments hereunder or any liens, shall

be paid to said defaulting Owner. Upon the confirmation of such sale, the purchaser shall ¯ ~ "

thereupon be entitled to a deed to the Unit and the Unit Owner’s corresponding percentage ’- .

of ownership in the Common Elements, and to immediate possession of the Unit sold and ........

may apply to the court for a writ of assistance for the purpose of acquiring such possession,

33

oo 60,.12 635and it shall be a condition of any such sale, and the decree shall so provide that the

purchaser shall take the interest in the Unit Ownership sold subject to this Master Deed.

In addition to the other remedies provided for herein, in the event of a default by a

Unit Owner in the payment of such Unit Owner’s respective share of the common expenses

which default continues for a period of ninety (90) days, the Board shall have the power and

authority to place such Unit Owner’s name on a list of delinquent Unit Owners, which list

may be posted in the Multi-Activity Center which is a part of the Community Facilities at a

place designated by the Board for notices.

21. Amendment. The provisions of this Master deed may be changed, modified or

rescinded by an instrument in writing, setting forth such change, modification or rescission,

signed by Unit Owners owning not less than two-thirds (2/3) of the total Units and

acknowledged, provided, however, that all lien holders of record have been notified by

certified mail of such change, modification or rescission, and an affidavit by the secretary

of the Association certifying to such mailing is made a part of such instrument.

However, if the Act, the Master Deed or the Bylaws require the consent or

agreement of all Unit Owners or of all lien holders for any action specified in the Act or in

this Master Deed, then any instrument changing, modifying or rescinding any provision of

this Master Deed with respect to such action shall be signed by all the Unit Owners or all

lien holders or both as required by the Act or this Master Deed. The change, modification or

rescission, whether accomplished under the provisions of the preceding paragraph, shall be

effective upon recording of such instrument in the Office of the Register of Deeds for

Davidson County, Tennessee; provided, however, that no provision in this Master Deed may

be changed, modified or rescinded so as to conflict with the provisions of the Act.

22. Notices. Notices provided for in the Act, Master Deed or Bylaws shall be in

writing, and shall be addressed as hereinafter described:

If to the Association or Board:

34

oo 60,.12 636The Cloister Owners’ Association77 Vaughns Gap RoadNashville, Tennessee 37205

If to the Developer:

St. Henry’s Property Development, Inc.77 Vaughns Gap RoadNashville, Tennessee 37205

Notices sent to a Unit Owner shall be sent to the Unit. The Association or Board may

designate a different address or addresses for notices to them, respectively, by giving

written notice of such change of address to all Unit Owners. Any Unit Owner may designate

a different address for notices to him by giving written notice to the Association. Notices

addressed as above shall be deemed delivered when mailed by United States registered or

certified mail, or when delivered in person with written acknowledgment of the receipt

thereof.

Upon written request to the Board, the holder of any recorded mortgage or trust

deed encumbering any Unit shall be given a copy of all notices permitted or required by this

Master Deed to be given to the Owner or Owners whose Unit is subject to such mortgage or

trust deed.

23. Severability. If any provision of the Master Deed or Bylaws, or any section,

sentence, c]ause, phrase, word, or the application thereof in any circumstance, is held

invalid, the validity of the remainder of this Master Deed and the Bylaws and of the

application of any such provision, section, sentence, clause, phrase or word in any other

circumstances shall not be affected thereby and the remainder of this Master Deed or the

Bylaws shall be construed as if such invalid part was never included therein.

24. Gender. Use of the words "his" or "her~ herein are made without regard to

gender, and the use of. any gender shall be applicable to all genders. -- ........

25. Singular and Plural. Whenever used, the. singular shall include the plural and .

the plural the singular .....

35

¯ bind any person having at any time any interest or estate in such Unit, as though such

provisions were recited and stipulated at length’in each and every deed, conveyance or lease

thereof.

The terms and conditions of the Master Deed, Bylaws and rules and regulations may

be incorporated by reference in, and become part of, the agreement between any first

mortgagee and any present or future Unit Owner who enters into such an agreement with a

first mortgagee. When so incorporated, any default in the terms and cond]tions of the

Master Deed, Bylaws and rules and regulations may be considered as a default by the first

mortgagee, whereupon said first mortgagee, after exercising its option to declare a default,

shall then have all of the Hghts and privileges arising as a result of a default under its

agreement with said Unit Owner.

28. Trustee as Unit Owner. In the event title to any Unit is conveyed to a land

title holding trust, under the terms of which all powers of management, operation and

control of the Unit remain vested in the trust beneficiary or beneficiaries, then the

beneficiaries thereunder must be Unit Owners and will be considered the same for all

purposes and they shall be responsible for payment of all obligations, liens, or indebtedness

and for the performance of all agreements, covenants and undertakings chargeable or

created under this Declaration against such Unit. No such conveyance to a trust or trustee

shall be made unless the mandatory requirements of Section 18 are complied with. No claim

shall be made against any such title holder trustee personally for payment of any lien or.

obligation hereunder created and the trustee shall not be obligated to sequester funds or

trust property to apply in whole or in part against such lien or obligation. The amount of

any such lien or obligation shall continue to be a charge or lien upon the Unit and the

beneficiaries of such trust, notwithstanding any transfers of the beneficial interest of any

such trust or any transfer of title to such Unit. No transfer of any beneficial interest of any

such trust shall be made unless the mandatory requirements of Section 18 are complied with.

37

26. Perpetuities and Restraints on Alienation. If any of the options, privileges,

covenants or rights created by this Master Deed shall be unlawful, void or voidable for

violation of the rule against perpetuities, then such provision shall continue only until

twenty-one (21) years after the death of the survivor of the now living descendantS of the

President of the United States,

Lamer Alexander.

27. Rights and Obligations.

Ronald Reagan, and Governor of Tennessee,

Each Grantee of the Developer, by the acceptance of

a deed of conveyance, accepts the same subject to all restrictions, conditions, covenants,

reservations, liens and charges, and the jurisdiction, rights and powers created or reserved

by this Master Deed. All future Unit Owners and Occupants shall be subject to and shall

comply with the provisions of this Master Deed: Any restrictions or rules in the Bylaws

which ere more than administrative in nature such as, but not limited to, reservations and

future rights of the Developer, ere hereby incorporated into and made a part of this Master

Deed by reference. All rights, benefits and privileges of every character hereby imposed

shall be deemed and taken to be covenants running with the Property, and shall bind any

person having at any time an interest or estate in said land, and shall inure to the benefit of

such grantee in like manner as though the provisions of this Master Deed were recited and

stipulated at length in each and every deed of conveyance or contract for conveyance.

All present and future Unit Owners and Occupants of a Unit shall be subject to, and

shall comply with, the provisions of the Bylaws appended hereto and recorded herewith,

pursuant to Tennessee Code Annotated, Section 64-27-111, as they may be amended from

time to time. The acceptance of a deed of conveyance, devise or the entering into

occupancy of any Unit shall constitute an agreement that the provisions of the said Bylaws

and any rules and regulations promulgated thereunder, as they may be amended from time to

time, ere assumed, accepted and ratified by such Unit Owner or Occupant, and all of such

provisions shall be deemed and taken to be covenants running with the Property and shall.

36

29. Condemnation. In the event of a taking in condemnation or by eminent

domain of a part of the Common Elements, the award made for such taking shall be payable

to the Board for and on behalf of the Association and all mortgagees affected. If a majority

of the Board in their discretion, with written consent of a majority of the mortgagees

affected, approve the repair and restoration of such Common Elements, the Board shall

arrange for the repair and restoration of such Common Elements, and the Board shall

disburse the proceeds of such award to the contractors engaged in such repair and

restoration in appropriate progress payments. In the event that the Board and the

Mortgagees do not approve the repair and commence restoration of such Common Elements

within one hundred twenty (120) days after taking by the public or private authority, the

Board shall disburse the net proceeds of such award on the basis of such Unit’s percentage of

ownership in the Common Elements

interests may appear.

30. Rights Reserved. The

to the Unit Owners and the Mortgagees as their

Unit Owner’s right of enjoyment in the Common

Elements and Community Facilities as herein created shall be subject to:

(a) The right of the Association, as provided in its Bylaws, to suspend the

enjoyment rights of any member for any period during which any assessment remains unpaid,

and for such period as it considers appropriate for any infraction of its published rules and

regulations; and

(b) The right of the Association to charge reasonable fees for the use of

the parts of the Common Elements; and

(c) The right of the Association to diminish in any way or to dedicate or

transfer all or any part of the Common Elements to any public agency or authority for such ~

purposes and subject to such conditions as may be agreed to by the members entitled to vote .....

thereon, provided that no such diminution or dedication or transfer, determination as to the ....

purposes or as to the conditions thereof, shall be effective unless the Developer (his

38

successors or assigns) and members of the Association entitled to cast ninety percent (90%)

of the total votes of all classes of members entitled to vote ha~ been recorded, agreeing to

such dedication, transfer, purpose or condition; and

(d) The right of the Association to grant such easements and rights-of-way

to such utility companies or public agencies or authorities as it shall deem necessary for the

proper servicing and maintenance of the Common Elements and the individual Units.

31. Federal National Mortgage Association Regulations. Notwithstanding

anything to the contrary contained in this Master Deed, or in the Bylaws which are attached

hereto, all terms, conditions and regulations which are now existing, or which may be

amended from time to time, by the Federal National Mortgage Association ("FNMA")

pertaining to condominiums are hereby incorporated as terms and conditions of the Master

Deed and Bylaws and such shall be governing upon the Property, the Developer, and the

Association, so long as such terms or conditions are not inconsistent with the laws of the

State of Tennessee as .found in Tennessee Code Annotated, Section 64-2701, et. seq:, as

am ended.

Specifically, without limitation upon the foregoing, the following declarations shall

be fully effective and controlling over any terms of the Master Deed or Bylaws which are in

conflict. Any portions of such Master Deed or Bylaws which are in conflict with this

paragraph, or any portion of FNMA regulations pertaining to condominiums, are hereby

deleted and the following rights of mortgagees are itemized as follows:

(a) A first mortgagee under a condominium unit at his request is entitled to

written notification from the Association of any default by the mortgagor of such Unit in

the performance of such mortgagor’s obligations under the Master Deed, Bylaws, or any of

the condominium documents, which is not cured within sixty (60) days. " "

(b) Any first mortgagee of a condominium Unit who comes into possession

of the Unit pursuant to the remedies provided in the mortgage, deed of trust,, foreclosure of

39

the mortgage or deed of trust, or deed in lieu of foreclosure shall take the property free of

any claims for unpaid assessments or charges against the mortgaged unit, which accrue

prior to the time such holder comes into possession of the Unit.

(e) Unless two-thirds (2/3) of the first mortgagees and one hundred percent

(100%) of all institutional first mortgagees (based upon one (1) vote for each mortgage

owned), or owners (other than the Developer) of condominium Units have given their prior

written approval, the Association shall not be entitled to:

(1) Change the percentage interests of ownership of all or any

condominium Unit or Unit Owners.

(2) Partition or subdivide any Unit or the Common Elements.

(3) By act or omission seek to abandon the horizontal property regime

of the Property, or encumber, sell or transfer the Common Elements, except for the

granting of an easement for public utilities or for other public purposes consistent with the

intended use of the Common Elements.

(4) Use hazard insurance proceeds for losses to any condominium

Property (whether to individual Units or Common Elements) for other than the repair,

replacement, or reconstruction of such improvements, except as provided by Tennessee.

Code Annotated, Section 64-2718, in case of substantial loss to the Units and/or Common

Elements to the condominium project.

(d) First mortgagees shall have the right to examine the books and records

of the Association and/or the condominium project, and shall further be entitled, upon

written request, to a financial statement of the Association for the immediately preceding

ir~s cal year.

(e) An adequate reserve fund for maintenance, repair and replacement of

Common Elements which must be replaced on a periodic basis will be established and funded

by regular monthly payments rather than by special assessments.

4O

(f) As set forth in Tennessee Code Annotated, Section 64-2720, all taxes,

assessments and charges which may become liens prior to the first mortgage under the laws

of the State of Tennessee shall relate only to the individual condominium Unit and not to the

condominium project ~s a whole.

(g) No Unit Owner, or any other party shall have priority over any rights of

the first mortgagees of condominium Units and/or Common Elements.

(h) Any agreement for professional management of the condominium

project, whether it be by the Developer, its successors and assigns, or any other person or

entity, may be terminated without cause and/or penalty upon ninety (90) days’ written notice

and the terms of any such contract shall so provide and shall not be of a duration in excess

of four (4) years.

(i) Upon written request to the Association identifying the name and

address of the holder of any first deed of trust and/or FNMA and the subject Unit number or

address, any such holder and/or FNMA will be entitled to timely written notice of:

(1) Any condemnation loss or any casualty loss which affects a

material portion of the Property or any Unit estate on which there is a first mortgage held,

insured, or guaranteed by such eligible mortgage holder or eligible insurer or guarantor, as

applicable;

(2) Any delinquency in the payment of assessments or charges owed

by an owner of a Unit estate subject to a first mortgage held, insured or guaranteed by such

eligible holder or eligible insurer or guarantor, which remains uncured for a period of sixty

(60) days;

(3) Any lapse, cancellation or material modification of any insurance

policy or fidelity bond maintained by the Association;

(4) Any proposed action which would require the consent of a

specified percentage of mortgage holders.

41

643

(j) The interest of a first mortgagee in a mortgaged Unit shall be superior

to the interests of any other person, group, partnership, corporation or entity of any kind,

including any interest the Board, the Developer or any Unit Owner may have in any portion

of the premises, regardless of the nature of the interest or the manner in which it is

acquired.

(k) Notwithstanding the above, any first mortgagee shall have all of the

rights granted to a first mortgagee herein, and in addition shall have all of the rights

granted to an institutional first mortgagee under its Deed of Trust, and under the laws of

the State of Tennessee.

IN WITNESS WHEREOF, the undersigned Developer has executed this Master Deed

this 2i.�t day of #~,,’I , 191Li.

ST. HENRY’S PROPERTY DEVELOPMENT, INC.

STATE OF TENNESSEE )COUNTY OF DAVIDSON)

By:dent

Before me, the undersigned, a Notary Public in and for the State and County

aforesaid, personally appeared ~�o\~ ~-’. ~-~\~.~ ~<_ , with whom I am

personally acquainted, who acknowledged himself to be the President of St. Henry’s Property

Development, Inc., a Tennessee corporation, and who acknowledged that he, being

authorized so to do, executed the foregoing instrument for the purposes therein contained by

signing the name of St. Henry’s Property Development, Inc. by himself as such President.

WITNESS my hand and official seal at Nashville, Tennessee, this ~ day of

I

My commission expires.’.

NOTARY PUBLIC

42

TABLE OF CONTEN~I~

MASTER DEED

FOR

THE CLOISTER AT 8"r. HENRY,

PHASE IA

(A Horizontal Property Regime)

644

Section Title Page No.

1

2

3

4

5(a)

5(b)

5(0)

5(d)

5(e)

5(f)

6

7(a)

7(b)

8(a)

8(d)

Definitions’

Submission of Property to the Act

Plat

Units

Association of Unit Owners and Administration and Operationof the Property

Management of the Property

Initial Management Contract

Apartm ents for Building Personnel

Use by Developer

Non-Liability of the Directors, Board, Officers and Developer

Board’s Determination Binding

Ownership of the Common Elements

Ownership of the Community Facilities

General Use of the Common Elements

Roads a~ Driveways

Parking Spaces

Ingress end ,Egress Easements

2

5

6

6

6

7

7

8

8

8

8

9

9

10

10

11

11

lO(a)

~O(b) ¯

11

1~.

13

13(b)

14

15

16

17

18

ls(a)

IS(b)

18(c)

lS(d)

18(gX2)

1 00 6042

Additional Phases of The Cloister at St. Henry

Mutual Easements with Additional Phases

¯ Common Expenses

Enforcement of Lien

First Deed of Trust Protection

Additional Common Expenses

Deeds of Trust

Separate Real Estate Taxes

Insurance

Damage to the Community Facilities

Damage to Buildings and/or Common Elements

Maintenance, Repairs and Replacements

Alterations, Additions or Improvements

Decorating

Encroachments

Transfer of Unit

Unrestricted Transfers

Restriction on Leasing

Restriction on Transfers

Sale to the Developer/Failure of Unit Owner to Sell to aQualified Purchaser

Determination of Fair Market Value

Closing Procedure

Further Exceptions to Restricted Transfers

Holder of a First Deed of Trust

Right of Redemption ........

Right of Redemption and Right of Transfer Upon DefaultSuperior to Liens

645II

12

12

13

16

16

i?

17

17

18

18

21

22

23

23

23

23

24

24

25

25

26

26

2!6

27

27

18(h)

18(i)

18(j)

18(k)

18(I)

19

ZO

21

.22

23

24.

27

28

29

31

Association’s Right to Purchase at a Foreclosure Sale orRedemption¯ After Foreclosure

Financing of Purchase by Association

Sale of a Unit by the Association

Right of Association ~ Cure Default

MisceLlaneous

Use and Occupancy Restrictions

Remedies

Amendment

Notices

Severability

Gender

Singular and Plural

Perpetuities and Restraints on Alienation

Rights and Obligations

Trustee as Unit Owner

Condem nation

Rights Reserved

Federal National Mortgage Association

28

28

28

¯ 29

29

30

31

34

34

35

35

35

36

36

37

38

38

39

EXHIBIT ~A~

PART I

A parcel of land in the First Civil District of Davidson County, Tennessee, andbeing more particularly described as follows:

Beginning in the westerly margin of Vaughn’s Gap road at a point southwesterly1,375.00 feet from the southerly margin of U. S. Highway 70S; thence, with said margin ofVaughn’s Gap Road as follows: south 05 degrees 12 minutes west, 576.24 feet to a point;southwesterly with a curve to the left, 223.96 feet, said curve having a central angle of 04degrees 25 minutes and a radius of 2,905.29 feet to a point; south 00 degrees 47 minuteswest, 119.64 feet to a point in the northerly line of Section Two, Warner Park Valley, ofrecord in Plat Book 3600, Page 20, Register’s Office for Davidson County, Tennessee;thence, leaving said margin of road, north 84 degrees 45 minutes west, 190.00 feet to apoint; thence, north 82 degrees 17 minutes west, 276.70 feet to a point; thence, north 09degrees 30 minutes west, 280.00 feet to a point; thence, south 87 degrees 30 minutes west,85.00 feet to a point; thence, north 02 degrees 30 minutes west, 85.00 feet to a point;thence, north 87 degrees 30 minutes east, 84.90 feet to a point; thence, northeasterly with acurve to the right, 155.00 feet, said curve having a central angle of 42 degrees 17 minutes31 seconds, a radius of 210.00 feet and a chord of 151.51 feet at north 29 degrees 40 minutes31 seconds east, to a point; thence,, north 34 degrees west, 80.00 feet to a point; thence,north 58 degrees 21 minutes east, 205.00 feet to a point; thence, north 15 degrees 13minutes west, 60.00 feet to a point; thence, north 67 degrees east, 120.90 feet to a point;thence, north 44 degrees 28 minutes east, 150.00 feet to a point; thence, south 84 degrees 48minutes east, 175.11 feet to the point of beginning, containing 9.37 acres, more or less.

Being part of the property conveyed to The Most Reverend William L. Adrian,Bishop of the Roman Catholic Diocese of Nashville, by deeds from Henry Neuhoff, of recordin Deed Book 2743, Page 71, and Book 3499, Page 292, Register’s Office for DavidsonCounty, Tennessee.

EXHIBIT "A"

PART H

A parcel of land in the First Civil District of Davidson County, Tennessee, andbeing more particularly described as follows:

Beginning in the westerly margin of Vaughn’s Gap .road at a point southwesterly1,375.00 feet from the southerly margin of U. S. Highway 70S; thence, with said margin ofVaughn’s Gap Road as follows: south 05 degrees 12 minutes west, 576.24 feet to a point;southwesterly with a curve to the left, 223.96 feet, said curve having a central angle of .04degrees 25 minutes and a radius of 2,905.29 feet to a point; thence, south 00 degrees 47minutes west, 119.64 feet to a point in the northerly line of Section Two, Warner.ParkValley, of record in Plat Book 3600, Page 20, Register’s Office for Davidson County,Tennessee; thence, with said subdivision line and the northerly line of Nashville .JewishC̄ommunity Center property, of record in Deed Book 4021, Pgae 386, Register’s Office forDavidson County, Tennessee; as follows: north 84 degrees 45 mini~tes west, 190.00 feet to apoint; north 82 degrees 17 minutes west, 479.47 feet to a point; north 81 degrees 09 minuteswest, 300.03 feet to a point; north 82 degrees 23 minutes west, 200.00 feet to a point; north83 degrees 18 minutes west, 330.20 feet to a point; north 68 degrees 38-minutes west, 27.37feet to the southeast corner of Edwin B. Raskin, Trustee, property, of record in Deed Book4098, Page 386, Register’s Office for Davidson County, Tennessee; thence, with the easterlyline of said Edwin B. Raskin, Trustee, property, north 07 degrees 24 minutes east, 1,235.90feet to a point in the southerly margin of U. S. Highway 70S; thence, with said southerlymargin, northeasterly with a curve to the right, 200.00 feet, said curve having a centralangle, of 04 degrees 38 minutes 11 seconds, a radius of 2,471.60 feet and a chord of 199.95feet at north 54 degrees 38 minutes 37 1/2 seconds east, to a point; thence, leaving saidmargin of highway, southeasterly with a curve to the left, 255.98 feet, said curve having acentral angle of 48 degrees 48 minutes 52 seconds, a radius of 300.46 feet and a chord of248.31 feet at south 57 degrees 26 minutes 43 seconds east, to a point; thence, south 22degrees 05 minutes west, 106.00 feet to a point; thence, south 02 degrees 05 minutes east,25.00 feet to a point; thence, south 37 degrees 05 minutes east, 234.58 feet to a point;thence, south 77 degrees 13 minutes east, 119,56 feet to a point; thence,_ north 57 degreeseast, 200.00 feet to a point; thence, south 89 degrees 18 minutes east, 245.00 feet to apoint; thence, south 44 degrees 13 minutes east, 344.43 feet to a point; thence, south 84degrees 48 minutes east, 175.11 feet to the point of beginning, containing 37.45 acres, moreor less.

Being part of the property conveyed to The Most Reverend William L. Adrian,Bishop of the Roman Catholic Diocese of Nashville, by deeds from Henry Neuhoff, of recordin Deed Book 2743, Page 71, and Book 3499, Page 292, Register’s Office for DavidsonCounty, Tennessee. " ’

./

BDO G(M2 6,19

PART m

A parcel of land in the First Civil District of Davidson County~ Tennessee, andbeing more particularly described as follows:

For a point of beginning, start in the westerly margin of Vaughn’s Gap Road at apoint southwesterly 1,375.00 feet from the southerly margin of-U. S. Highway 70S; thence,north 84 degrees 48 minutes west, 175.11 feet to a point in the boundary between Lots 1 and2 on the map of The Cloister at St. Henry, of record in Plat Book 5200, Page 455, Register’s

Office for Davidson County, Tennessee; thence, north 44 degrees 13 minutes west, 185.00feet-with the boundary between Said Lots I and 2 to a point, the point of beginning for theherein described Recreation/Club area; thence, south 50 degrees west, 110.00 feet, more orless, to a point; thence, northwesterly with a curve to the left, 70.00 feet, more or less, saidcurve having a radius of. 763.00 feet; thence, northwesterly with a curve to the left, 85.00feet, more or less, said curve having a radius of 63.00 feet; thence, north 00 degrees, 42minutes east, 85.00 feet, more or less, to a point in the aforementioned boundary between

. Lots 1 and 2; thence, with said boundary as follows: south 89 degrees 18 minutes east, 85.00feet to a point; south 44 degrees 13 minutes east, 159.43 feet to the point of beginning,containing 0.5 acre, more or less.

Being part of the property conveyed to The Most. Reverend William L. Adrian,Bishop of the Roman Catholic Diocese of Nashville, by deeds from Henry Neuhoff, of recordin Deed Book 2743, Page 71, and Book 3499, Page 292, Register’s Office for DavidsonCounty, Tennessee.

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PLAr FOR P~ASE I-A Of

THEOl SAINT. HENRY

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