BOOK 3167 PAGS 1

DECLARAT10N OF COVENANTS, CONDITIONS ANDRESTRICTIONSFORTHEENCLAVE liT WCHMEREESTATES

THIS DECLARATION OF COVENANTS, CONDITrONS, AND RESTRICTIONS(herelnafler referred to as the "Declaration") is made this the 1f~" day of

Job~ ,2013 by Ball Homes, LLC, a Kentllcky limited Iiabilily company whose-!Id-d-I'e-'-ssl>U..j~ 3609 Walden Drive, Lexington, Kentucky 40517 (herelnnfter referred to as the"Developer").

WIT N E SSE T H:

WHEREAS, Developer is the owner of certain property located in Lexington-FayetteCounty, Kentucky which is beingdeveloped as a residential community known andreferred to as"The Bnclave at Lochmere Estates", which property is more particularly described in Exhibit"II" attached heretoand incorpornted byreference herein (lhe "Property"); and

WHEREAS, the Properly was previously subject 10 certain Covenants, Condhions andRestrictions for the Enclave at Andover Estates, as amended, of record at Deed Book 2443, page335; Deed Book 2806,page 433; and DeedBook3105, page 19,of record in theOffice of theFayette CountyClerk(hereinafter the"Prior Restrictions"); and

WHEREAS, the Prior Restrictions have been cancelled by the "Cancellation ofCovenants, Conditions and Restrictions for the Enclave at Andover Estates" recordedsimultaneously herewith and of record at Deed Book'~ Jlage'11Q1t:'o1ll the aforesaid Clerk'soffice; and

WHEREAS, pursuant to the Prior Restrictions, '111C Enclave at Andover EstatesHomeowner Association, Inc, was fanned for the purpose of maintaining and administering thecommon areas, administering and enforcing the covenants and restrictions, and collecting anddisbursing theassessments andcharges hereinafter created; and

WHERI3AS, notwlthstanding the cancellation of litePriorRestrictions, said Associationis still in existence, is ill good standing, has been renamed The Enclave at Lochmere EstatesHomeowners Association, Inc, and is to be the homeowners association for the Property asprovided hereinafter; and

WHEREAS, the Developer proposes to establish a general plan for the usc,occupancyandenjoyment ofthe Property; and

WHEREAS, the Developer furtbcr proposes to provide for the lise, enjoyment endmaintenance of'the "Common Area", as hereinafter defined; lind

WHEREAS, portions of the Property have been subdivided into single family residentlullots and Common Areas as more particularly shown on the Amended Final Record Plat ofLochmere Estates (Maple Ridge), Unit I-A, Section I(a), of record at Plat Cabinet R, Slide 60and on the Amended Final Record Plat of Lochmere Bstates (Maple Ridge), Unit I-B, Section

FayaHe County Clerk RecordIngRelated Docun1ltfllsFrorn_ljl-fSF

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I(a), of record at PlotCabinet R,Slide61 all in theOfficeofthe Fayette County Clerk andwhichproperty is more particularly described at Exhibit "B" attached hereto and Incorporated byreference herein;

WHEREAS, the bnlance of the Property will bc subdivided into single family lotspursuant to amended final record plats to be recorded subsequent to the recordation of thoDeclaration and which properties will be subjected to tile provisions of the Declaration by a"Subsequent Amendment";

NOW, THEREFORE, Developer hereby declares lhat th. real property described ntExhibit B shall be held,sold, find conveyed subject to the covenants, condltions. and restrictionscontained herein, which covenants, conditions} and resfricflons shall run with the land and shallbind all parties havingor acquiring any right. title, or interest ln said real property, theirheirs,successors, successors-in-title, and essigns and shall be for the beneflt of each owner of all)'

portion ofsuch real property.

ARTICLE 1

DEFINITIONS

1.1 "Association" shall mean rind refer to the Enclave at Andover Estates HomeownersAssociation, a Kentucky non-profit corporation, itssuccessors andassigns.

1.2 "Beard of Directors"or "Board" shall be the elected body of the Assoclation having itsnormal meaning underKentucky corporate law,

1.3 "By-Laws" shall mean and refer to the By-Laws of the Association, as they may beamended from limeto time.

1.4 "Common Area" shall meanand refer 10 those areasdesignated as "H.O.A." or IOR,a.A.A. Open Space"areason the PInt or Plats, including medians, pedestrian access ways. as well asany improvements and facilities located thereon, to bedevoted (0 the common useand benefit ofthe Owners of the Lois, und such other mens as may be required to be maintained by theAssociation as shownon the Plat or Plats,andany areasso designated by the Developer.

1.5 "Common Expenses" shall menu and refer to the actual and estimated expenses ofoperating the Association, for general purposes, including any reasonable reserve. allas may befound necessary and appropriate by the Board pursuant to this Declaration, the By-Laws andtheArticles of Incorporation of the Association.

J.6 "Community-Wide Standard" shall mean and refer to the standard of conduct,maintenance or other activity generally prevailing throughout the Property. Such standard maybe morespecifically determined find setforthby the Board.

1.7 "Developer" shaH mean and refer to Ball Homes, LLC, a Kentucky limited liabilitycompany, or its successors, successors-in-title or assigns who take title to all or anyportion of

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the Property for the purpose of development or sale and who are designated as Developerhereunder ina properly-recorded instrument executed bythe immediately preceding Developer.

1.8 "Lot" shall mean and refer to any subdivided tract of land shown upon the AmendedFinal Record Plats of Lochmere Estates (Maple Ridge) for Unit I-A, Section I(a)of record a'PI.t Cabinet R, Slide60 and fot Unit l-B, Section I(a) of record at PlatCablnet R, Slide 61,allin theFayette County Clerk's office, or shown upon subsequent record plalsof theProperly, andwhich tracts are intended for independent ownership nnd construction of a single-familydetached dwelling provided th,l the term "Lot" shell not include Lot 51, also known as 736Lochmere Place. Provided further, however, tim! the term "Lot" shall not include. Lot 24, alsoknown as 832 Lochmere Place, as shown on theFinal Record Platof Lochmere Estates ( MapleRidge), Unill-II, Section I, of record at PI.t Cabinet N,Slide188.

1.9 "Member" shall mean and refer to a "Person", as hereinafter defined, entitled 10membership ill the Association, asprovided for herein.

1.10 "Mortgage" shall mean and refer toany mortgage, deed, debt) security deed, and anyandall other similar instrumcnts used for the purpose of conveying orencumbering real property assecurity forthe payment of satisfaction of an obligation,

1.11 "Mortgagee" shellmeanandrefer10thebeneficiary or holder of record of a Mortgage.

1.12 "Mortgagor" simi) mean and refer toon)' Person who gives a Mortgage.

1.13 "Owner"shallmeanand refer toone(1) or more Persons who hold the record title toanyLot located on theProperty, with the exception of Lot 24 onthe Final Record Plat of LochmereEstates (Maple Ridge), Unit I-II, Section I of record at PialCabinet N, Slide 188 and LotSl,also known as 736 Lochmere Place. on the Amended Final Record Plan of Lochmere Estates(Maple Ridge) Unit I·B, Section I(a) of record at Pial Cabinel R, Slide61 all in the Office ofthe Fayette Count)' Clerk but excluding nny Person who is a Mortgagee or holds an interestmerely as security for the performance of an obligation.

1.14 "Plat" or"Plats" shall mean the Amended Final Record Plat of Lochmere Estates (MapleRidge), Unit i-II, Section 1(0) of record at PlatBook R, Slide 60 and theAmended Final RecordSubdivision Plat of Lochmere Estates (Maple Ridge), Unit I·B, Section I(a) of record at PialCabinet R, Slide 61 all in the Office of the Fayette County Clerk, or any Plat of the Propertywhich is recorded insaidClerk's officesubsequent (0 the recordation of thisDeclaration,

1.15 "Person" shall mean and refer to n natural person, 8 corporation. a partnership, a limitedliability company, limltcd liability partnership, e nusteeorother legal entity,

1.16 "Property" shall mean and refer to the real properly described at Exhibit A, includingsuch additional properly as is hereafter subjected to this Declaration by a SubsequentAmendment. provided) however, that the Property does not include Lot 24, also known as 832Lochmere Placeon the Final Record Platof Lochmere Estates (Maple Ridge), Unit I·A, Section1(0), of record a' Plat Cabinet N, Slide 188, nor does it include LOI 51, also known as 736

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Loclunere Place on the Amended Final Record Subdivision Platof Unit I·B, Section I(a), ofrecord at Plat Cabinet R, Slide 61. Lots 24 and 51 are excluded from and IIOt subject 10 theprovisions of thisDeclaration.

),17 "Subsequent Amendment" shnll mean and refer to an amendment to this Declarationwhich subjects additional properly to thisDeclaration, withdraws property from this Declaration,lmposes, expressly or by reference, additional covenants, conditions, restrictions, assessmentsnnd obligations on the land described therein, or which substitutes a successor Developer.

ARTICLEJIEASEMENTS, PROPERTY RIGHTS AND COMMON ARgAS

2.1 Ownets' Easements of Enioyment. Every Owner shall have a right aud easement ofenjoyment in and to the Common Areas, which shall beappurtenant to and shall pass with thetide toeveryLot, subject tothofollowing provisions;

(0.) Therightof the Developer to install utilities, sanitary andstormsewerfacilities andsimilar improvements in theCommon Areas; and

(b) The right of the Association 10 suspend the voting rights and right to use of thefacilities by an Owner for any period during which 811)' assessment against anyOwner's Lot remains unpaid; and for R period not to exceed sixty (60) days for allYinfraction byan Owner of theAssociation's published Rules and Regulatlons; and

(c) The right of the Association to dedicate and transfer all or any part of theCommonArea to any public agency, authority or utility for suchpurposes andsubject to suchconditions as may be agreed to bythemembers, No suchdedication or transfer shallheeffective unless an instrument agreeing to suchdedication or transfer, signed by atleastfifty-one (51%) per centofeachclassof members hasbeen recorded.

2.2 Delegation of Use,._ Any Owner may delegate, In accordance with the By-Laws, his orher rightof enjoyment to the Common Areas and facilities (0 the members of hisor her family,guests and social invitees.

2.3 Maintenance of Common Are.£ls. As provided for hereinafter in Article IV, theAssociation shall maintain the Common Area end improvements thereon, including, but notlimited to, the entry wall and landscaping, medians within the streets, pedestrian access trails,and any Property perimeter fence.

2.4 Stmctures in the Common A.m1. No structure, object Or plant material met)' be placed intheCommon Area wilholll theapproval of theDeveloper during theClass B Membership Period,ashereinafter defined inArtlcle Ill, or, thereafter, bytheAssociation.

2.5 Sole of Common Area. Tho Common Area shall not be sold or otherwise disposed ofwithout first offering to dedicate such area to the appropriate governmental entity. ntislimitation neither applies to ft transfer of the Common Area to an organization conceived and

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established to own and maintain the Common Area as a successorto the Association, nor to thecasements, rights and privileges created by thisDeclaration.

2.6 'Otle to Common Area, The title to the Common Area, or portions thereof, shall beconveyed to the Association by the Developer upon theexpiratlon of the Class B Membership,free andclearof'all licns andencumbrances.

ARTrCLE IIIMEMBERSHIP AND VOTING RIGHTS

3.1 Membership. Every Ownerof a Lot shall be a Member of the Association. No Owner,whether one or more persons. shall have more thanone membership per Lot, Membership shallbe appurtenant 10 and mal' 110t be separated from ownership ora Lot. Ownership of a Lotshallbe thesole qualification for membership.

3.2 Volin%: Rights, The Association shall have two (2)classes ofvoting membership;

(a) Class A. Closs A Members shall beall Owners, with theexception of theDeveloper,and shall beentitledto one (1) vote foreachLot owned. When more than one personholdsan ownership interest in any Lot, all such persons shallbe members. Thevotefor such Lotshall be exercised as theydetermine) but in no event shallmore than onevote becastwith respecttoau}' Lot.

(b)~ TheClnss B Membcr shatl bethe Developer. TheClass B Member shall beentitled to one vole per Lot owned for the year in which the voting power isexercised, and, in addition, shall be entitled to appoint all members of the Board ofDirectors. The Class B Membership shan cease and be converted to Class AMembership on (he happening of either of the following events, whichever occursearliest;

(i) Upon thesaleof seventy-five (75%) percent of the Lois which arcplanned fordevelopment in theProperty; or

(ii) Five (5) years from the recordingdate of the deed conveying thefirst Lot in the Property to 11 Person or entity other ihan theDeveloper.

Owners may not vote by written proxy but an Owner's vote may be: cast with theOwner'sspouse in theOwner's absence.

ARTICLE IVMAINTENANCE

4,1 ~ity QrlMe Associalioll. Insofar as the Properly has been designed to provide it

large area of common open space to be used and enjoyed by the Owners. and insofar as suchcommon open space. which is included in the Common Area, is dispersed throughout theProperty, it is desirable to maintain a consistent and uniform appearance and level of

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III ~

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maintenance of the Lotsand Common Area. In orderto achieve suchuniformity, the Associationshall be responsible for the maintenance of the Common Areaand for mowing of all lawn lucaswithin LOiS whichare n01 enclosed by an approved w~ll or fence. The Owner shallbe entitled 10install plantings, including trees, deconuive shrubs, flowers andother landscaping onunenclosedlawnareas in addition to any plantings that were installed on the Lotby theDeveloper at timeofconstruction of the house. However, prior to tho installation of such additional plantings, theOwner shall obtain the prior written upproval of the Association or a person or committeedesignated by the Association to review find approve such plans in order that the Associationmay determine if such additional plantings will unreasonably interfere with tho ability of theAssociation to efficiently mow the unenclosed lawn areas on the Lot. The Owner shall beresponsible for the maintenance of all landscaping, with the exception of mowing of unenclosedlawn areas,on his or her Lot,

4.2 The Common Area, The Association's maintenance of the Common Areashall include,but not be llmited (Of mowlng and trimming of lawn areas; care lind trimming of any trees)including street trees, decorative shrubbery or otherplantings; maintenance of entry features tothe Property including walls, signagc, lighting and any irrigation system that may be installed:maintenance and repair of any detention areas; maintenance and repair of pedestrian accessways; mowing of street medians; and, maintenance and repair of anyperimeter fenelng installedaround the Property. Provided, however, ~hat theOwner shallbe responsible forthemaintenanceand repair of anydriveway accessing hisor her Lot, including suchportion of thedriveway thatis located in theCommon Area.

4.3 Right of Access. All Lots shall be subject to RIl access easement in favor of theAssociation for tile purpose of maintaining the unenclosed lawn areas within a Lot and formaintaining tho Common Area, which access shall be reasonable and include use of thedriveway wherefeasible.

ARTICLE VINSURANCE

5,] .1n.s..umn~ The Association's Board of Directors, or its authorized agent, shall hnve theauthority to obtain,on behalfof and for the benefit of the Association, its Members, officers, anddirectors, such insurance coverages and/or bonds as the Board, in its discretion determines,including, but not limited to, blanket all-risk coverage, fire and extended coverage, publicliability, workers' compensations, director's andofficer's liability anda fidelity bond. Premiumsfor all insurance and/or bonds obtained shall be Common Expenses and shallbe included in theGeneral Assessment, as more particularly described in Article IX of this Declaration. If "all­risk" property insurance is not generally available at reasonable cost, then fire and extendedcoverage may be substituted in such form as the Board deems appropriate. TIle face amount oflhe policy shall be sufficient to coverthe filiI replacement cost of nil Insurable stmctures in theCommon Area.

TheBoard shallalsoobtain n public liability polioy covering all Common Areas, insuring theAssociation and its Members forall damage Or injury caused by thenegligence of the.

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Association. anyof itsMembers, 118 employees, agents, OT contractors acting onIts behalf whichpolicy shallbeInamounts authorized from timeto timeby theAssociation. Premiums for allinsurance on Common Areas shallbeincluded illtheGeneral Assessment.

5.2 Disbursement ofproceWs. If the damage or destruction for which the proceeds ofInsurance policies are paid ls to be repaired or reconstructed, the proceeds, or such portionthereofas may be required for such purpose, shall be disbursed in payment of suchrepairs orreconstruction as hereinafter provided. Any proceeds remaining after defraying such costs ofrepairs or reconstruction to the Common Area, or, 111 the event no repair or reconstruction ismade, 'hall be retained by and for the benefit of the Association and placed in a capitalimprovements account.

5.3 Damace and DcstnJcllol1. An)' damage or destruction to the Common Area shall berepaired or reconstructed unless the Members representing at least seventy-five percent (75%) oftho total voleof the total ClassA votes of'the Association and the Class n Member, lfuny, shalldecide within sixty (60) days after the casualty not to repairor reconstruct, If for any reasoneitherthe amount of the insurance proceeds to be paidas a result of suchdamage or destruction,or reliable and detailed estimates of the cost of repairor reconstruction, or both,are not madeavailable to the Association within said period, then the period shall be extended until suchinformarlon shall be made available; provided, however. such extension shall not exceed sixty(60) days. No Mortgagee shall have the right to participate ill thedetermination of whether theCommon Areadamage or destruction shall berepaired orreconstructed,

5.4 RepairandReconstl1lction. [f the damage or destruction to the Common Area forwhichinsurance proceeds are paid is to be repaired andreconstructed, andsuchproceeds arcnotsufficient to defray the costthereof, the Board of Directors shall, without the necessity ofa voteof the Members, levy a Special Assessment, as hereinafter defined, against all Ownersresponsible for the premiums for the applicable insurance coverage under Section 5.1 of thisArticle on the semcbasisas provided for the General Assessment. Additional assessments maybe made in like manner at any time during or following the completion of any repair orreconstruction.

5.5 fidelity Coverage.. The Association may obtain fidelity coverago against dishonestacts on the part of all personsresponsible for handling funds belonging £0 or administered bytheAssociation. The fidelity insurance policy mustname theAssociation as the named insured andshall be written in an amount sufficient to provide protection which is in no event lessthan oneand one-half times the Association's estimated annual operating expenses and reserves, Anappropriate endorsement 10 the policy to cover any persons who serve without compensationshallbeadded if the policywould nototherwise covervolunteers, The fidelity insurance policyshall 01'0 provide that it may not be canceled or substantially modified (including cancellationfor non-paymcnt of premiums) without at least thirty (30) days' prior written nonce 10 theinstitutions servicing mortgages on behalfof the Federal National Mortgage Association or thefederal Home Loan Mortgage Corporation,

ARTICLE VINO PARTITION

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Except as is permitted in this Declaration or Amendments thereto, there shall be nophysical partition of tile Common Areaorany part thereof, liar shall 011)' Person acquiring an)'interest in the Property or any part thereof seckany judicial partition unless the Property hasbeen removed from theprovisions of this Declaration. This Article shall not beconstrued toprohibit the Board of Directors from acquiring and disposing of tangible personal property norfrom acquiring title toreal property which mayormay notbe subject tothis Declaration,

ARTICLE VllCONDEMNATION

Whenever all or any part of theCommon Area shallbe taken by an)'authority having thepower of condemnation or eminent domain (or conveyed in Iieu of and under any threat ofcondemnation, by the Board acting on the written direction of Members representing at leasttwo-thirds (213) of the totalAssociation vote and theDeveloper, as long as theDeveloper ownsany property described on Exhibit A), each Owner shall be entitled 10 notice thereof, Theaward made for such taking shall be payable to theAssociation as trustee forall Owners 10bedisbursed as follows:

If the taking involves a portion of the Common Area on which improvements. have beenconstructed, then, unless within sixty(60) days after such a taking. the Developer) so long asthe Developer owns any property described in Exhibit A of this Declaration, and Membersrepresenting at least seventy-five (75%) of the total vote of the Association, shall otherwiseagree, the Association shall restore or replace such improvements so taken on the remainingland included in the Common Area 10 the extent lands fire available therefor, in accordancewith plans approved by the Board of Directors. If such improvements ate to be repaired orrestored, the above provisions of Article V hereof regarding the disbursement of funds inrespect 10casualty damage or destruction which is10berepaired shall apply.

If the hIking docs not involve any improvements Oll (he Common Area, or if there is adecision made not to repair or restore, or if there are net funds remaining after any suchrcstomtlc» or replacement is completed, then such award ornetfunds shall be disbursed to theAssociation and used for such purposes 8S tho Beard shall determine.

ARTICLE VIIIANNBXAnON OFADDITIONAL PROPERTY

6.1 Annexation of Additional PropeIty. TheDeveloper, with theconsent of Ihe owner, shallhave the sole right and privilege) so long asit is the Class B Member, to annex nit orany portionof the real property shown at Exhiblt A, and 10subject such property to the provisions of thisDeclaration by filing an "Subsequent Amendment" withthe Clerk of the Fayette County Court.Such Subsequent Amendment shall not require the consent of Members and shall beeffectiveupon thefilingof record of such Subsequent Amendment. unless otherwise provided herein. TI)cDeveloper shali havethe solerightto transfer thorlgfu and privilege toannex additional property10any otherPersonprovided thaI such transferee or assignee shall be thedeveloper ofat least a

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portion of the real property described in Exhibit A. Thereal property described at Exhibit A,with tho exception of the real property described at Exhibit D, shall not be affccted by thisDeclaration, either expressly orbyimplication, unless and untilannexed IlS provided for herein.

8.2 AcguisjtiQIl of Additional ComJllon Area. The Developer, during the Class BMembership Period, may convey 01' <muse to be conveyed to the Association additional realestate, improved or unimproved. located within the properties depicted on Exhibit A, which,upon conveyance or dedication to the Assocletion, shall be accepted by the Association andthereafter shallbe maintained bythe Association at itsexpense for the benefit ofallits Members.

8.3 Addilion~l Covenants and Ensements Developer Or Its successors may subject anyportion of the property subjected (0 this Declaration initially or by Subsequent Amendment toadditional covenants, conditions, restrictions, and easements, including covenants obligating theAssociation to maintaln and insure such property on behalf of the Owners and obligating suchOwners to pay the costs incurred by the Association through assessments. Such additionalcovenants and casements shall be set forth in a Subsequent Amendment duly recorded in theFayette County Clerk's Office filed eitherconcurrent with or afterthe submission of thesobjeclproperty and shall require the written consent of theowner of theproperty if not theDeveloper,except asorherwlse provided in Article XII hereinafter.

ARTICLE IXASSESSMENTS

9.1 Creation arLienand Personal Obligalion for Assessments,

(a) EachOwnerof anyLotother(han Developer, byacceptance of a Deed therefor,whether or110t itshall beso expressed insuch Deed, is deemed tocovenant and agree topayto the Association:

(i) General Assessments to fund expenses for thebenefit of all Members ofthe Associntionj and

(ii) Special Assessments as described in Section 9.4 below.

(b)All suchassessments, together with interest, charges, coats nnd reasonable attorney'sfees, shall bea charge on the land and shall bea continuing lien upon the Lot againstwhich each assessment is made. Each such assessment, together with interest, costsandreasonable attorney's fees. shellalsobethepersonal obligation of theperson whowas the Ownerof such Lot at the time when the assessment fell due. Each Ownershall beHable for hisorher portion ofeach assessment coming due while he orshe islileOwner ofa Lot. General Assessments shell belevied equally onnil LOis.

(c) The grantee in a conveyance of 01.01 ,hall be jointly and severally liable with thegrantor thereof for all unpaid assessments against the latter up to the lime of suchconveyance, without prejudice to such grantee's right to recover [rom such grantor

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the amounts paid by the grantee therefor; provided, however, that if such grantor orgrantee shall request a starcment from the Association as provided in Section 9.14hereof, such grantee, hissuccessors, euccessors-ie-Hnc and assigns, shall not be Hablefor, nor shall the Lot conveyed by subject to • lien for, .ny unpaid assessmentsagainst such grantor inexcess of the amount setforth insuch statement ifany.

(d) During the Class B Membership Period, the Developer shall not be required to payassessments forLotsowned byDeveloper, However, until theexpiration of the ClassB Membership Period, the Developer shall be obligated for the difference betweentheamount of assessments levied onAll Lots subject toassessment and the amount ofactual expenditures required to operate the Association during the calendar year. Thisobligation may be satisfied in the fonn ofacush subsidy orby"Inkind" contributionsof services or materials. or a combination of these, The Association is specificallyauthorized to enter into subsidy contracts or contracts for "in kind" contribution ofservices or materials or 8 combination of services and materials with Developer Or

other entities for the payment of some portion of the Common Expenses. Uponexpiration of theClassB Membership PerJod, tho Developer shall beobligated to payassessments for Lots which it OW11S onthe some basis asotherowners.

(e) Until expiration of the Class B Membership Period, the Developer or its nomineeshall administer the assessments end receipts: therefrom and which may be only usedfor purposes generally benefitting the Property Or portions thereof subject to thisDeclaration.

9.3 £[e®Ultjoll of Budget. Upon expiration of theCloss B Membership Period, it shall bethe duty of the Board at least sixty (60) days prior to the Association's annual meeting toprepare a budget covering (he estimated cost of operating the Association duringthe coming yearincluding an adequate reserve fund. 'I'he Board shall cause the budgel and assessments to belevied against each Lot forthefoHowing year tobedelivered to each Member at least twenty-one(21) days prior to the meeting. The budget and the assessment shall become effective unlessdisapproved at the annual meeting by a vote of a majority of the total Association membership,Notwithstanding the foregoing, however. ill the event the Board fails for anyreason todeterminethe budget for the succeeding year then and until such time as a budget shall have beendetermined as provided herein. the budget ineffect for the then current year shall continue fortho succeeding year. Such budget shall include a breakdown of such costs allocated toCommonArea Expenses.

9.4 Special Assessments. In addition to the annual assessments authorized above, theAssociation may levy upon all Owners. in any assessment year, a Special Assessment for thepurpose of defraying, in whole orin part, (he cost of any reconstruction, repair orreplacement ofa capital improvement on the Common Area, provided that any such assessment shall have (heassent of at least fitly-one (51%) percent of thevotes of the Owners who are voting inperson fora meeting duly called for such purpose. TheBoard may make Special Assessments payable ininstallments over' period of notmore than three (3)years, Each such assessment together wlth

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interest, costs, and reasonable attorney's fees shall become the personal obligation of eachOwner, hisorher heirs, successors and assigns.

9.5 Notice ofMcctjng. Written notice of any meeting called for the purpose of taking anyaction authorized under thisArticle shall besenttoall Members not lessthan thirt)' (30) days normore than sixty (60) days in advance of the meeting, AI the first such meeting called, thepresence of Members entitled to cast fifty-one (51%) percent of all voles shall consthute •quorum. If the required quorum is not present, another meeting may be called upon writtennotice of not lessthan three (3) nor more than five (5) days. Said meeting shall 1101 berequiredto satisfy the quorum in order todo business. No such subsequent meeting shall be held morethansixty(60)daysfollowing thepreceding meeting,

9.6 Can;I.!Bndget andContribntion. Aftertheendof fhe ClassB Membership Period, asprovided for in Section 9.3 hereinabove, the Hoard of Directors shallannually prepare a capitalbudget to take into account the number and nature of replaceable assets, fhc expected lifeofeachasset and the expected repair or replacement cost, The Board shall set the required capitalcontribution til an amount sufficient to permit meeting the projected capital needs of theAssociation 3S shown on the capital budget) with respect both to amount and Ihning by annualassessments overthe period of the budget. Thefunds Inthecapital budget shall onlybeused formaintenance and repair of the Common Area. The capital contribution shall be fixed by theBoard andincluded within and distributed wilhthebudget andassessment as provided inSection9.3 herelnabcve.

9.7 Date ofCollllnencement and AmollDts ofAnnual Asscs!imCDts. The initial annualassessment shallbe duein full as to each Lotat thelillie of acquisltion of record lille10suchLot.The initial assessmem shall be One-Thousand Nine Hundred and FiftyDollars ($1,950.00) peryear. Thereafter, the annual assessment will bedated January t of each year and willbedueandpayable in qnarterly installments 011 the first day of January, April, Jnly and October of eachyear. The Board of Directors from time totime may increase ordecrease the assessment and/ormodify thepayment duedates.

9.8 Lien for AsseSSOlen!3. The General andSpecial Assessments and all other sums assessedagainst any Lot pursuant to this Declaration, together with Jnte charges, interest, costs, andreasonable attorney's fees actually incurred as provided herein, shall be secured by acontinuinglienon such Lot in favor of the Association. Such lien shall be prior and superior to all otherliens and encumbrances onsuch Lot except:

(a) all taxes, assessments and other levies which by taw would besuperior lhereto: and

(b) the lien for all sums unpaid which are secured by a first in priorityMortgage, or any Mortgage in favor of Developer, duly recorded in thepublic records of Fayette County, Kentucky, and all amouots advancedpursuant to such Mortgage(s) and secured thereby ill accordance with theterms of such Instrumcmts).

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All otherpersonsacquiring liens. or otherencumbrances 011anyLotwhich become liens afterthisDeclaretlcn is flIed for record shall be deemed to consent tim! suchHens or encumbrances shallbe inferior to future liens or encumbrances, as provided herein, whether or not such consent bespecifically set forthin the instruments creating suchliens or encumbrances.

9.9 Effect ofNoll~PIlYlUent of Assessments; Remedies ortbe Association. Anyassessmentswhich are not paid when dueshall b. delinquent, Any assessment duefor a period offifteeu (15)days shall incur a late charge of ten (10%) percent. The Association shall cause a notice ofdelinquency to be given to any Ownerwho has not paid withiu fifteen (15) days following thedue date. If theassessment Is notpaid withiulhirty(30)days, the lien provided forherein shallattach and in addition the lien shall include II late charge of tell (10%) percent, together withInterest on the principal amount due and the latecharge at the rateof eighteen (18%) percent perannum, or at whatever rate the Association shall establish at its annual meeting, nil costs ofcollection, reasonable attorney's fees actually incurred, and any other amounts provided forherein, In the event that the assessment remains unpaid alter thirty (30) days, the Association,through the Board, may institute suit to collect such amounts or to foreclose its lien. EachOwner, by his acceptance of a Deed to a Lot, vests illthe Association or its agents therigidandpower to bringactionsagainst him personally for the collection of such charges as a debt or toforeclose the aforesaid Hen in the same manner as other liens for the improvement of realproperty. The lien provided for in this Article shall be in favor of the Association and shall befor the benefit of all other Owners. The Association, acting on behalfof theOwners, shallhavethe power (0 bid in the Lot at any foreclosure sale and to acquire, hold, lease, mortgage andconvey the same. No Owner may waive or otherwise escape liability for the assessmentsprovided for herein bynon-use ofthe Common Areas.

9.10 Exempt Property, Notwithstanding anything to the contrary herein, Common Areasshall beexemptfrom the payment ofGenerat and Special Assessments.

9,t 1 ,&ll.pre to Assess. The omission or failure of the Board to fix assessment amounts orrates or to deliver find mall to each Owner an assessment notice shall 1I0t be deemed a waiver,modification or a release of any Ownerfrom the obligation to payassessments. In such event)each Owner shall continue to pay assessments on thesame basis as for the lastyearforwhich anassessment was made until n new assessment Was made, at which time {my short ralls incollections maybe assessed retroactively by theAssociation.

9.12 Recordkccping. The Association shalf maintain or cause to be maintained full andaccurate books of account with respect to the performance of its. responsibilities hereunder, Thebooks and records and related financial statements shall be mude available for inspection andcopying uponrequest by the Members during normal business hours. Copying charges shallbepaidby Members whenrequesting copies.

9.13 Effect of FprcIClosure, When a Mortgagee or the purchaser or purchasers ora Letobtains title to the Lot as a resultof foreclosure of a first mortgage, or by voluntary conveyancein Iicu of such foreclosure, said Mortgagee or purchaser shall not be liable for the share ofassessments by the Board pertaining to such Lot which became due prior10 acquisition of titlebysaid Mortgagee or purchaser as a result of the foreclosure or voluntary conveyance in lieu of

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foreclosure; provided, the Mortgagee or purchaser shall be liable for its share of assessmentsaccruing after the acqulsltion of title by said Mortgagee or purchaser. Such unpaid share ofassessments shall be deemed to be Common Expenses collectible from nil of the other LotOwners, including a successor or assign of theMortgagee. Thewaiver of liability granted hereinfor thepayment of past due assessments shall not apply to all Owner who takes back a purchasemoney mortgage, or to anyotherMortgagee whichis notan "institutional mortgagee." Theterm"institutional mortgagee" herein shaH meana firstmortgage holder which is a bank, savings andloan association, life insurance company, pension fund, trust company, credit union or othersimilar lnstitutlonal lender.

9.14 Certificate as to Assessments. All)' Owner, Mortgagee ora Lot,person havjng executed acontract for the purchase DCa LOI, or lenderconsidering the loanof'funds to besecured bya Lot,shall be entitled, upon request, to a statemenr from the Association or its management agentsettingforth the amount of the Assessments past due and unpaid (Wilh huecharges and interestapplicable thereto). against thatLot.

ARTICWXRESTRICTIONS

10.1. Land U,e and Building Typc. No Lotwithin theProperty ,h.1I be used except forprivate single-family residential purposes. However, nolwithstanding lite fOrgoing, Developermay construct model and/or speculative homes onLotsand usesamefor themarketing andsaleof private single family residences. No building shall be erected, altered, placed or permitted toremain on any Lot within the Property other than one detached single family dwellins not 10exceed twostoriesin height, unlessprovided for herein.

10.2. ConstructionM~ Any dwelling erected, placed, altered or permitted toremain on any Lot within the Properly shall be substantially of brick veneer or wood or non­masonry construction and all houseplansand designs shallbeapproved in welting by Developerpriorto beginning construction. The type of materials used for consrructlon must be approved inwriting by Developer prior{aconstruetlon.

10.3. Approval of Building Plans, Developer is hereby granted the right, but is notobligated, to approve all plans and specifications for the erection of improvements on all lotswithin theProperty.

lOA. Detached Gamges and Glher Outbuildings. No detached garages and/or otheroutbuildings shall be erected, filtered, placed or permitted to remain on any Lot within theProperty. Notwithstanding the foregoing, nothing herein shall preclude Developer from erectingand maintaining temporary toolor storage shedsor field offices on (he Property which are usedbytheDeveloper,

10.5.TempOIElD' S1Qlc11.1reS, No structure of a temporary character) trailer, basement ofan)' uncompleted structure, tent, shack, garage, bam or otheroutbuildings shall be used on anyLotwithin the Property at any timeasa residence, either temporarily or permanently.

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10.6. Nul..'iOnces. No noxious or offensive trade or aclivity shall becarried on upon anyLot whhin the Property nor shall anything be done thereon which may be or become anannoyance ornuisance to the neighborhood. Noimmobile or "junk"CRI'S, trailers or recreationalvehicles or boats shall be allowcd to be parked upon streets or public rights-of-way ln theProperty or on any portion of the Property other than \lithi" a garage or an approved storagefacility. No microwave, dish, orother receiver or transmitter exceeding twenty four (24) inchesindiameter shall be erected orplaced onany Lot unless itsdeslgn, size,color and placement areapproved in writing by Developer. Nooutside clothes lines, antenna, shortwave or "hem" radiosandshortwave lowers shallbeallowed on or within theProperty.

10.7. Easements. Any Lot within thisProperty shall beconveyed subject 10 the buildinglines, easements and other conditions shown ornoted onthe applicable recorded subdivision platfor such Lot.

10.8. Lot Condition. Inthe event the owner of any Lot within the Property fails tokeepor maintain the lot in a goodcondition, freeof trash or weeds, theDeveloper shall have theright,but not the obligation, to clean and muintain said Lot inwhatever manner the Developer deemsappropriate and charge the owner for nil costs Incurred in performing such work. Upon thedemand of Developer, the owner of sueh Lot shall reimburse Developer for all costs over andabove the cost of mowing unenclosed lawn areas incurred in performing such work andDeveloper shall retain a lien onsuch Lot and the improvements thereon to secure the repaymentofsuchamounts. Interest shall accrue on theunpaid costs atthe rate of twelve percent (12%) perannum commencing on the date on which Developer demands payment and ending on the dateIhat Developer is indefcaslbly paid In fuJI for such costs. Such lieu may be cnforecd byforeclosure against the Lot and Improvements thereon, but such lien shall be subordinate toanyfirst mortgage thereon,

10.9. Animals, No animals, including reptiles, livestock or poultry of any kind shall beraised, bred or kepton any Lotwithin theProperty, except thatdogs, catsor other household pets(meaning the domestic pels traditionally recognized as household pels in this geographic area)may bekepi provided that they are not kept, bred or maintained for any commercial or breedingpurposes. All household pets, including dog:J and cats, shall at nil times beconfined to the Lotoccupied by the owner of such pet. However, no"dog runs"of any type or material or an)' typeof permanent dog or potsheltershall be permitted on anyLot within tho Property provided thatthe prohibition against "dog runs" shall not preclude tho installation of an approved wall or fenceasprovided for herein.

10.10. Signs. No sign for advertising or foranyotherpurpose shall bedisplayed on anyLot within the Property or all a building, structure or anywhere else on any Lot within theProperty except one sign for advertising the saleor rent thereof, which shall not begreater inarea than nine square feet. Notwithstanding the forgoing, Developer shall have the right (0 erectlarger signs when advertising the subdivision. This restriction shall not prohibit placement ofoccupant name signs and lotnumbers asallowed by applicable zoning regulations.

10. t I. Fences. Fences orwalls shall bepermitted provided that they are located within It

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Lot and further provided that, prior to construction, rho wall or fence, including type of materials,dimensions and location. is approved in writing by the Association orby a person or committeedesignated by tho Association to approve such plans. A perimeter fence along the boundary ofthe Property as mal' be constructed or approved by the Developer mal' also be permitted,Underground "invisible" fencing witlbe permitted.

10.12. Conformation. All land development and building construction within theProperty shall conform to the applicable local governmental land planning and zoning Jaws,regulations undordinances asadopted from time to time.

10,13. Detention, Retentioll, Drainage {Uld Storm SewerEasements. Unlessand until onappropriate governmental authority assumes all responsibility for maintaining all areas withinany detention, retention and/or drainage easement and/or any storm sewer easement. therespective owners of those Lots 011 which such areas are located shall be responsible formaintaining such areas.

10.14. Mailbox,"" A mailbox selected hy Developer will beplaced 011oradjacent toeachLotwithin the Property at theexpense of the Lot Owner, Suchmailboxes shall satisfyapplicable postal regulation. andshall conform tospecifications established by theDeveloper.There shall be nomodification ofa mailbox withoutthe prior written approval of theAssociationorperson or committee designated bythe Association toreview such plans.

10.15. Swimming Pools. Noswimming pools, other than permanent, in-ground pools willbe permitted provldedthatall pools shall be located within the Lot, shall be enclosed by anapproved fence or wall, andshall beapproved by the Association priorto lnstalletlon,

10.16. TClU1is Courts. No tennis courts shall be permitted on theProperty.

10.17. Basketball Goals. No basketball goal shall beerected without thewritten priorapproval of'the Developer. No basketball goat shallbeattached to thefront of thehouse, Nobasketball goalshall beerected in theCommon Area, andnoportable basketball goals ~",II belocated orused inoradjacent toany street.

10.18.Lighling. No exterior [igh1inlh including recreational and/or security ligbtlng,shall be installed ormaintained onany Lot which Is found (0 be objectionable bythe Developerinitssolediscretion. Should tile Developer make such adetermination, tho Owner of theLot onwhich such lighling is located wiJI innnediately remove said lighting upon notice being providedbythe Developer, or,have such lighting shielded tothe satisfaction of theDeveloper. Temporaryexterior building lights and holiday decorations are permitted, subject, however. torules andregulations adoptedbythe Developer orAssociation.

10.19. PlayEquipment, Swing setsand similar pIny equipment arcpermitted providedthat they arc located within aLot,nreenclosed byan approved fence orwalland have beenapproved prior to installation bythe Associalion ora person orcommiuee designated bytheAssociation to approve such plans.

10.20. Tanks. Above-ground propane andsimllar tanks shall not bepermitted ontheProperty.

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ARTICLE XIASSOCIATION: RIGHTS AND OIlI.IGATIONS

] l.t Implied Rights. The Association may exercise anytighlor privilege given to it expresslyby this Declaration or by the By-Laws, or which may be reasonably implied from orreasonablynecessary to effectuate, anysuch right or privilege.

11.2 ~ The Association, through its Board, may make. modify, and enforce reasonablerules governing the uscof the Property and the Common Area (the"Rules"), consistent with therights and duties established by this Declaration and provided that such Rules aresubstantiallyrelated 10 the rightsand dutiesestablished by thisDeclaration. SuchRules shallbe binding uponall Owners, occupants, invitees, and licensees until and unless repeated or modifled in a regularor special meeting of the Boardof Directors by the vote of a majority of the Board and, so longas suchmembership exists) by the Class B Member,

11.3 .Enfor~_~ The Association may impose sanctions for violations of this Declaration,the By-Laws, or Rules) including reasonable monetary fines) suspension of voting rights andtheright 10usc any facilities within the Common Area. In addition, the Association may exerciseself-help remedies to cure violations of the By-Laws, this Declaration, or the Rules, and maysuspend any services it provides to the Lot of any Owner thirty (30) daysor more delinquent illpaying an)' assessment or 01her chargedue to theAssoclalion. T11C Board may seek reliefin anycourt. Boardactions to imposeor seeksanctions shalfbegoverned by theBy-Laws,

11.4 COlllmon-h(L TIle Association, subject to the rights of the Owners set forth ill thisDeclaration) shall manage and control the Common Area and all improvements thereon, andshallkeep it in good, clean,attractive, andsanitary condition) order, and repair, under the termsand conditions of thisDeclaration.

ARTICLE XIIAMENDMENT

12.1~ Prior to the COllVC}'(IIlCC of the first Lot, Developer or its SUCCessor mayunilaterally amend any portion of thisDeclaration. After suchconveyance, theDeveloper or itssuccessor mayunilaterally amendanyprovision of thisDeclaration, so longas it 81i11 ownsanyportion of the Property shown Oil Exhibit A and so long as the amendment has no materialadverse effectuponthe substantive right of any Owner; thereafter and otherwise, und except asotherwise provided in this Declaration, this Declaration may be amended only by theaffirmative vote of a majority of the Board of Directors present at a meeting duly called forsuch purpose and, of the Developer so long as Developer owns property subject to thisDeclaration or which may become subject to Ihis Dcelaration pursuant to Article VIn(Annexation of Additional Properly). However, the percentage of votes necessary to amend aspecific clause shallnet be less than theprescribed percentage of affirmative votes required foraction to be taken under that clause. Notwithstanding the foregoing, the Developer or itssuccessors may amend this Declaration to provide for annexation of additional property,

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imposition ofadditional covenants, restrictions, andcasements, 05 provided for ill and pursuantto Article VIIIherein.

If an Ownerconsents to any amendment to this Declaration or the By-Laws, it""HI be conclusively presumed thatsuch Owner has theauthority to so consent and no contraryprovision in any Mortgage or contract between the Owner and a third party wlll effect thevalidity of suchamendment.

No amendment may remove) revoke or modify any right or privilege ofDeveloper withoutthewritten consent ofDeveloper Or theassignee ofsuchright orprlvllcge.

12,2 ~\lcnt Amendment to Annex Pro~ Article ViiIof this Declaration shall not beamended without the priorconsent uf'Dcveloper so longas it still owns any property depictedon and described in Exhibit A. TheDeveloper, pursuant to and as Set forth InArticle Ylll ofthis Declaration, has the privilege to amend this Declaration for the purpose of annexing thereal property shown on Exhibit A to this Declaration pursuant to recorded SubsequentAmendments.

12.3 Removal of Property. Notwithslanding any of the foregoing, the Developer reserves theright to amend the Declaration unilaterally at any time during the Class B Membership Periodfor thepurpose of removing certain portions of theProperty thenowned by theDeveloper or itsaffiliates, or, the Association from the provisions of this Declaration, without prior notice andwithout the consent of any Person other than the Owner thereof. either (a) to the extent suchproperty was included originally itt error; or (b) asa resultof any changes whatsoever in theplans for The Enclave at Lochmere Estates desired to be effected by the Developer, providedthat such withdrawal is not inconsistent with the overall uniform scheme of development fortheProperty.

ARTICLE XlllGENERAL PROVISIONS

J3.1 Th!:.Il1 The covenants and restrlctlons of this Declaration shall run with and bind theProperty and shall inure to the benefit of and shall be enforceable by the Developer. theAssociation or the Owner of any Properties s~lbject to this Declaration, their respective legalrepresentatives, heirs, successors and assigns for a term of forty (40) years from the date thisDeclaration is recorded, after which time they shall be automatically extended for successiveperiods of ten (10) years unless an instrument in writing, signed by a majority of tho thenOwners, has beenrecorded within theyearpreceding the beginning of each successive period often (10) years agreeing to terminate said covenants and restrictions. ill which case thisDeclaration shallbe terminated as specified therein,

Notwithstanding the foregoing, this Declaration may be terminated with theconsent ofOwners of three-fourths of the Property and Developer so longas il owns any of the propertydepleted on anddescribed at Exhibits "A" and IIB".

Section 13.2 Indemnifications. Liability ofDhectors.

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(a) It is the policyof thls Association that, subject to any restriction or limitation ofapplicable law, each person who is OJ' was a. member, director. trustee, commtncc member, orofficer of the Association, whether elected or appointed, including the heirs. executors,administrators, or estate of (In)' such person, And who has acted in good failh and reasonablybelieved that theirconduct wasin the best interest of theAssociation, shallbe indemnlfled bytheAssociation to the full amount againstany liability, andthereasonable costor expense (includingreasonable attorney fees, monetary or other judgments, fines, excise (axes. or penalties andamounts paid or to he paid in settlement) incurred bysuchperson in suchperson's capacity as amember, director, trustee, aliter. committee member, or employee, or arising out of suchperson's status as a member, director, trustee, officer, committee member, or employee;provided> however, no such person shall be indemnified against any such liability, cost, orexpense incurred In connection with any action, suit} or proceeding in which suchperson shallhave been adjudged liable on the basis that personal benefit WIl.S improperly received by suchperson, Or if such indemnification would be prohibited by IRW. This right of indemnificationshall also provide that the officers. directors and committee members shall not be liable foranymistake ofjudgment, negligent Or otherwise, except fortheirownindividual willful misfeasance.malfeasance. misconduct or bad faith. The Association shall, to the extent permitted byapplicable Jaw, maintain insurance. as a Common Expense, to protect itselfand anysuch personagainstany such liability, cost, or expense, whether or not theAssociation would have the powerto indemnify such personagainst such HabUit)·. cost,or expense under the Kenntcky NonprofitCorporanon Acts or uncler this Article XUI. if such insurance is reasonably available, Theindemnificatlon provided by this Article XII! shall not be deemed exclusive of any other righlswhichthose seeking indemniflcaticn mayhave or hereafter acquire underanybylaw. agreement,statute, voleof members or board of directors, or otherwise, If Ihis Anlcle XIII or anyportionthereof shall be invalidated on any ground by any court of competent jurisdiction, then tbcAssociation shall nevertheless indemnify each such person to the full extent permitted by anyapplicable portion of this Article XIII that shall not have been Invalidated or by any otherapplicable Jaw.

(b) Tho liability of each and all of the directors of this Association shall be and ishereby limited 10the greatestextentpermuted by Jaw andno director of the Association shallbeliable to the Associaticn for monetary damages for breach of such director's duties as a director.except for the following (which exceptions shall be construed as narrowly as legallypermisalble):

(i) For any transaction ill which thedirector's personal financial interest is inconflict withthe financial interests of the Association;

(H) For acts or omissions not in good faith or which involve intentionalmisconduct or arc known to thedirector to beH violation oflaw; Or

(iii) For all}' transaction from which thedirector derives an improper personalbenefit.

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(0) In addition to the limitation on a director'sliability stated hereinabove, noaction takenas a director and no failure to takeactionasa director shalf be thebasisformonetary damages orinjunctive reliefunless:

(i) The director has broached or failed to perform the duties of thcdirector's officein compliance withthegeneral standards fordirectors as set forthin KRS273.215; and

(ii) rn the case of an action for monetary damages, the breach or failureto perform constitutes willful misconduct or wanlon or reckless disregard forhuman rights, safety or properly.

(d) If the Kentucky Nonprofit Corporation Acts are amended after approval of thisArticle XII to authorize corporate action further eliminating or limiting the personal liability ofdirectors, then the liability of. director of the Association shall be deemed to be eliminated orlimited by this provision 10 the fullest extent then permitted by the Kentucky NonprofitCorporation Acts, as so amended. Any repeal or mudiflcation of this Article XIII shall notadversely affect any right or protection of a director of the Association existing nt the timc ofsuchrepeal or modification.

Except as otherwise provided herein. meetings of the Board of Directors shall complywith the requirements of the By-Laws including, but not limited to, notice, quorum, andvotingrequirements.

13.4 Easement for Maintenance ofCommo1\ AreaandLtmdsenoc Area.

Subject to the provisions of this Declaration, Developer hereby and by rcccrding thisDeclaration and the recordlng of any document adding property this Declaration, grants andconveys to the Association) and its successors, successors-In-title, and assigns. II perpetualeasement and right of accessacross theProperty for thepurpose of malntainlng, repairing, andreplacing the Common Areas, including any improvements or landscaping wlthln the CommonArens in accordance with thisDeclaration. Where feasible, suchaccess shalf be limited to publicrights-of-way nud to pavedaccessways, driveways, and/or streets whether public or private,

The continued existence of the easements created hereunder is expressly madesubject (0

the conditions and restrictions contained herein which shallconstitute covenants running withthetilleto,and both bencfiting and burdening, theProperty.

13.5 Severability, Invalidation of an)' oneof these covenants or restrictions byjudgment or courtordershall in no wayaffectallY otherprovlslons which shall remain in full force andeffect.

13.6 Pernetuitie~ If any of the covenants, conditions, restrictions or other provisions of thisDeclaration shall be unlawful, void or voidable for violation of theruleagainst perpeiultics, then

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such provisions shallconthnre only until twenty-one (21)years finer the death of'fhelast survivorofthe now living descendants of'Elizabeth II, Queen ofEngland.

13.7 Litigation. No judicial or administrative proceeding shall be commenced orprosecuted bythe Association unless approved b)' a vote of a majority of the Board of Directors. Any meetingcalled for such purpose shall be subject to the samenotice and quorum requirements and otherprocedures as provided in the By-Laws for meetings of the membership. This Section shall notapply, however, to:

(a). actions brought by the Association to enforce the provisions of this Declaration(including, without limitation, the foreclosure of liens),

(b). the imposition and collection of assessments asprovided inArticle X hereof,

(c). proceedings involving challenges toad valorem taxation, or

(d). counterclaims brought bythe Association inproceedings instituted against it.

This Section shan not be amended unless such amendment is made by the Developer or isapproved by the percentage voles and pursuant to the same procedures necessary 10 instituteproceedings asprovided above.

13.8 Use of the Words "Enclave al Lochmere Estates". No PerSOIl shall usethe words "Enclaveat Lochmere Bstatcs'' orany derivative thereof in any printed orpromotional material without theprior written consent of the Developer. However, Owners may use the tcrm "Enclave atLochmere Estates" in printed or promotional matter where such term is used solely to specifythat particular property is located within theEnclave.

13.9 Security The Developer and/or the Association is not formed for the purpose ofand shall1101 be obligated to. undertake any measures designed to increase safety or security in theProperty. NEITHER THE ASSOCIATION NOR THE DEVELOPER SHALL IN ANY WAYBE CONSIDERED INSURERS OR GUARANTORS OF SECURITY WITHIN THEPROPERTY AND NEITHER THE ASSOCIATION NOR THE DEVELOPER SHALL BEHELD LIABLE FOR ANY LOSS OR DAMAGE BY REASON OFFAILURE TO PROVIDESECURITY. ALL O\VNERS, TENANTS, GUESTS AND INVITEES OFANY OWNER, ASAPPLICABLE, ACKNOWLEDGE THAT THE DEVELOPER. THE ASSOCIAnON ANDITS BOARD OF DIRECTORS DO NOT REPRESENT OR WARRANT THAT ANY FIREPROTECTION SYSTEM OR BURGLAR ALARM SYSTEM WILL BE INSTALLED ONTHE PROPERTY BYTHEDEVELOPER ANDIOR THEASSOCIATION. EACH OWNER,TENANT, GUEST OR INVITEE OF AN OWNER, AS APPLlCAllLE, ACKNOWLEDGESAND UNDERSTANDS THAT THEDEVELOPER, THE ASSOCIATION, THE BOARD OFDIRECTORS AND COMMITTEES ARE NOT INSURERS AND THAT EACH OWNER,TENANT, GUEST AND INVITEE ASSUMES ALL RISKS FOR LOSS OR DAMAGE TOPERSONS, TO LOTS AND TO THE CONTENTS OF LOTS AND FURTHERACKNOWLEDGES THAT DEVELOPER, THEl ASSOCIATION, THE BOARD OFDIRECTORS AND COMMIITEES HAVE MADE NO REPRESENTATIONS ORWARRANTIES NOR HAS ANY OWNER, TENANT. GUF,sT ORINVITEE RELIED UPON

20

ANY REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED, INCLUDINGANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PAImCULARPURPOSE, THAT ANY SEClJIU'rY MEASURES WILL BE UNDERTAKEN BYDEVELOPER ANDIOR THE ASSOC!ATION,

13.10 Ifemlings and Gender. Headings of Articles andSections are inserted onlyforconvenienceand arc in no way to be construed as a limitation on the scope of the particular Articles andSections to which they refer. Where required for proper interpretation, words in the singularshall include the plural, find vice versa,and the masculine gendershall include theneuter andfeminine, andviceversa,

ARTICLE XIVDEVELOPER'S RIGHTS

Any or all of the special rights and obligations of the Developer may be transferred toother Persons, provided thatthe transfer shall notreduce anobligatlon norenlarge a right beyondthat contained herein, and provided further, no such transfer shall be effective unless it is in awritten instrument signed by the Developer and duly recorded in the Fayclte COllnt)' Clerk'soffice, Lexington, Fayette County, Kentucky.

Notwithstanding any provisions contained in this Declaration, the By-Laws, Articles ofIncorporation. use restrictions, rules and regulations, and amendments thereto. so long asconstruction and initial sale of Lots shall continue, it shall be expressly permissible forDeveloper, Us successors and assigns, and any builder or developer approved by Developer, tomaintain and carry 011safes and promotional activities on L01s owned or leased by Developer, Hssuccessors and assigns, or such huilder or developer; and to construct and operate businessoffices,signs,construction trailers, and sulos offices on suchLots.

No rights, privileges and easements granted or reserved herein shall be merged into thetitle of the Property but shall be held Independent of such title and no suchright, privilege oreasement shall besurrendered, conveyed or released except bydeliveryof a Quitclaim deed fromDeveloper releasing such right,privilege or casement byexpress reference thereto,

So long es Developer continues 10have rights underthis Article, no Person shall recordan}' declaration of covenants, conditions and restrictions Or declaration of condominium orsimilar instrument affecting any portion ofthr.: Property without Developer's reviewand writtenconsent thereto. and any attempted recordation without compliance herewith shall result insuchdeclaration of covenants. condltlons and restrictions or declaration of condominium Or similarinstrument being void and of 110 force and effect unless subsequently approved by recordedconsent signed by theDeveloper,

This Article may not be amended without the express wrlttcn consent of the Developer;provided, however, the rights contained in this Article shall terminate uponthe earlierof (a) ten(l0) yearsor (b) when Class I'B~1 Membership Period ends,

ARTtCLflXV

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CONSENTS AND APPROVALS

Whenever the consent or approval of anyparty is required pursuant to this Declaration,such consent or approval shallnotbeunreasonably withheld.

[SIGNATURE PAGE TO FOLLOW]

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IN WITNESS WBHRIIOr, the undersigned Developer has executed this Decl~ation ofCovcnnnts, Conditions and Restrictions for fhe Enclave at Lochmere Bstates thisr::day of

J~t-\ ,2013.

STATEOF KENTUCKYCOUNTY OF FAYEnE

The foregoing Declaration of CovenanIs, Conditions andRestrictions for theEnclave atLochmere Bstatcs was subscribed, sworn to lind acknowledged before me "his ~J.,. day of

Jc.lll__, 2013, by Ra., e»ll , as i1~l:letet')r -of Ball~LC, a Kentucky limltcd liability company, forandon behalfof'thecorporation.

My Commission EXPircs:,_i.J~·-=Cl~i.J:....·.--:l-lJ --J~~"A. ~IJ.~Notary Public 1DI/ 438(1 B.3

~NA G.WISEMAN, ESQ.3609 Walden DriveLexington, Kentucky 40517(859)268-1191

EXHIBITIiAll

TilE ENCLAVEl'ARCELI

BEING all of Lot No, 2, of the Lochmere Estates (Maple Ridge) SUbdivision to tbe Cily ofLexington, Fayette County, Kentucky, as shown by maps or plats thereof of record in PialCabinet 1I, Slide 707, Plat Cnbinet I, Slide 394 and Plat Cabinet K, Slide 28, in the FayetteCounty Clerk's Office; and the improvements thereon being known and designated 6S 101 JMaple RidgePlace(a/kla 651 Chilcsburg Road), Lexington, Kentucky.

PARCEL II

BEING all of Lot No, I and LotNo, 3, of the Lochmere Estates (Maple Ridge) Subdivision totheCityof Lexington, FayetteCounty, Kentucky, as shown bymapsor plats thereofofrecord illPlat Cabi"et K, Slide28, ill the Fayette County Clerk's Office; and the Improvements thereonbeing known and designated as 1001 Maple Ridge Place and 1111 Maple Ridge Place,Lexington, Kentucky,

HOWEVER, THERE IS EXCEPTED from theabove described PARCEL r that certain propertydescribedas follows:

BEING nilof LotNo, 40, of the Lochmere Estates (Maple Ridge) Subdivision, Unit I-B, SectionI 10 the City of Lexington, Fayette County, Kentucky, as shown by Final Plat of LochmereEstates (MapleRidge), Unit l-B, Section I Ihereof of record in PInt Cabinet N,Slide354,ln theFayette County Clerk's Office; and the improvements thereon being known and designated as736 Lochmere Place, Lexington, Kentucky.

HOWEVER, THEREIS EXCEPTED from theabove described PARCEL]j thatcertain propertydescribed as follows:

BElNG all ofLot No. 24, ortne Lochmere Estates (Maple Ridge) Subdivision,Unit l~A, Section1 to the City of Lexington, Payette County, Kentucky, as shown by Final Pint of LochmereE,tates(MapleRidge), Uoil I_A (Section I) thereofof record inPintCabinet N, Slide188, ill theFayette County Clerk's Office; and the improvements thereon being known and designated as832 Lochmere Place, Lexington, Kentucky; and

Therefore, PARCEL 1and PARCEL TWO are now planed,and thofollowing lets arca part ofand included in PARCEL Innd PARCEL 11 described above (lessIheexceptions):

BEING all of Lot Nos. 20, 21, 22, 23, 25, 26, 27, 28, 29, 30, n, 43, 44, 4S and 46, of theLochmere Estates (Maple Ridge) Subdivision. Unit I-A. Section I to the City of Lexington,Fayette County,Kentucky, as shewnby Final Platof Lochmere Estates (Maple Ridge), Unit I-A(Section 1) thereofof recordin PintCabinet N, Slide 188, in the Fayette County Clerk's Office;and the improvements thereon being known and designated as 817 Lochmere Place, 821

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Lochmere Place, 825 Lochmere Place, 829 Lochmere Place. 4108 Lochmere Loop. 4104Lochmere Loop, 4100 Lochmere Loop, 3996 Lochmere Loop, 721 Lochmere Place, 729Lochmere Place, 733Lochmere Place, 816Lochmere Place, 720Lochmere Place, 728 LochmerePlace and 732 Lochmere Place, Lexington, Kentucky; and

BEING all ofLot Nos. 1,2,3,4,5,6,7,8,9,10, II, 12, 13, 14, IS, 16, 17, 18,33,34,35,36,37,38,39 and 41, of the Lochmere Estates (Maple Ridge) Subdivision, Unit I-B, Section 2 tothe City of Lexington, Fayette County, Kentucky, as shown by Final Plat of Lochmere Estates(Maple Ridge), Unit I-B (Seetion Z) thereofof record In Plat Cabinet N, Slide 474and CorrectedAmended and Easement Minor Platof record in PlatCabinet N, Slide529,in theFayette CountyClerk's Office; and the improvements thereon being known and designated as 741 LoclunerePlace, 745 Lochmere Place, 749 Lochmere Place, 753 Lochmere Place, 757 Lochmere Place,761 Lochmere Place, 765 Lochmere Place, 769 Lochmere Place, 773 Lochmere Place, 777Lochmere Place, 781 Lochmere Place, 785 Lochmere Place. 789 Lochmere Place, 4004Lochmere Court, 4000 Lochmere Court, 4001 Lochmere Court, 801 Lochmere Place, 809Lochmere Place, 744 Lochmere Place, 748 Lochmere Place, 752 Lochmere Place, 768 lochmerePlace, 780 Lochmere Place, 792 Lochmere Place, 800 Lochmere Place end808 Lochmere Place,Lexington, Kentucky; and

BEING all of LotNos. 19and42,of theLochmere Estates (Maple Ridge) Subdivision, Unit J·A,Section 2 10 the City of Lexington, Payette County, Kentucky, as shown hy Final Plat ofLochmere Estates (Maple Ridge, Unlt l-A (Section 2) thereof of record in Plat Cabinet N, Slide504, in the Fayette County Clerk's Office; and the improvements thereon being known anddesignated as 813 Lochmere Place and812Lochmere Place. Lexington, Kentucky,

Being the same property conveyed to Ball Homes, LLC, a Kentucky limited liability company,by deed dated October 9, 2012, of record in Deed Book 3105, Page 13, in the Fayclle CountyClerk's office.

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EXHIBITllW'

Being all of the property shown on theAmended Final Record Plat of Lochmere Estates(Maple Ridge), Unit I-A, Section 1 (a),of'record at Pial Cabinet R, Slide 60, in theoffice of'theFayette County Clerk, and all of the property shewn on the Amended Final Record PI,t ofLochmere Estate, (Maple Ridge), Unit I-D, Section I (e), with the exception of Lot 51,alsoknown a, 736 Lochmere Place, of record at PlatCabinet R, Slide 61 in the aforesaid Clerk'soffice.

Beinga pan of theproperty conveyed to B.11 Homes, LLC bydeeddated October 9,2012andof record III Deed Book 3105, pagc13 inthe aforesaid Clerk', office.

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DEED BOOK 3167 PAGE 27

I~ Donald W Blevins J!;, CountyCourt Clerl(of Fayette County, J\.entucky herebyccrtHy that the foregoing instrumenthas been duly recorded JU my office.

By: DOUGBRADLEY .dc

201307090446

July 9,2013 15:10:28 PM

$82.00 Tax $.00

Total Paid $82.00

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