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
2
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
12
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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