Cambridge Forest

Covenants for Cambridge Forest

Declaration of Restricted Covenants for Cambridge Forest

TABLE OF CONTENTS




ARTICLE 1DEFINITIONS......................................................... 1

1.1 "Additional Phases"................................................................. 1
1.2 "Association"........................................................................... 2
1.3 "Builder"...................................................................................2
1.4 "CAMBRIDGE FOREST"...................................................................................... 2
1.5 "Common Area" or "Common Areas"............................................................................................ 2
1.6 "Declaration"............................................................................. 2
1.7 "Developer"............................................................................... 2
1.8 "Lot"...........................................................................................2
1.9 "Member"................................................................................... 2
1.10 "Owner"................................................................................... 2
1.11 "Occupant"............................................................................... 2
1.12 "Person"................................................................................... 2
1.13 "Phase I"...................................................................................................... 2
1.14 "Plat"......................................................................................... 2
1.15 "Properties"............................................................................... 3
1.16"Successor
Developer"........................................................................................ 3
1.17 "Supplementary Declaration(s)".................................................................................................... 3


ARTICLE 2 PROPERTIES SUBJECT TO THIS DECLARATION.............................................................................. 3

2.1 Initial Properties Subject to Declaration........................................ 3
2.2 Additional Phases........................................................................ 3
2.3 Supplementary Declarations......................................................... 3
2.4 Consent to Rezoning.................................................................... 3
2.5 Extension of Development Rights to Adjacent Property............................................................................................ 3
2.6 Construction Sections............................................................................................ 4
2.7 Association Rights................................................................................................ 4


ARTICLE 3 ARCHITECTURAL, MAINTENANCE, AND USE RESTRICTIONS.............................................................................. 4

3.1 Single-Family Residential Construction....................................................................................... 4
3.2 Approval of Plans.................................................................................................. 4
3.3 Structural Compliance........................................................................................ 5
3.4 Improvement and Setback Restrictions......................................................................................... 5
3.5 Re-subdivision of Lots................................................................................................... 6
3.6 Walls, Fences and Hedges.............................................................................................. 6
3.7 Roofing Material............................................................................................. 6
3.8 Swimming Pools................................................................................................. 6
3.9 Storage Tanks and Refuse Disposal..............................................................................................6
3.10 Clothes Lines.................................................................................................. 6
3.11 Signs and Advertisements................................................................................... 6
3.12 Use of Temporary Structures........................................................................................... 7
3.13 Storage of Automobiles, Boats, Trailers and Other Vehicles.............................................................................................. 7
3.14 Outside Lighting............................................................................................... 7
3.15 Maximum Height of Antennae............................................................................................. 7
3.16 Window Units.................................................................................................... 7
3.17 Recreational Equipment............................................................................................ 7
3.18 Oil and Mining Operations............................................................................................7
3.19 Maintenance................................................................................. 7
3.20 Damage, Destruction or Maintenance......................................................................................... 8
3.21 Use of Premises............................................................................................... 9
3.22 Animals and Pets...................................................................................................... 9
3.23 Nuisances and Unsightly Materials............................................................................................... 9
3.24 Hobbies and Activities................................................................................................ 9
3.25 Visual Obstruction at the Intersection of Public Streets.................................................................................................... 9
3.26 Governmental Restrictions............................................................................................. 9
3.27 Roads............................................................................................. 9
3.28 Easement for Roads.................................................................................................... 10

ARTICLE 4 ASSOCIATION MEMBERSHIP AND VOTING RIGHTS

4.1 Membership.................................................................................... 10
4.2 Voting and Voting Rights.................................................................................................... 10
4.3 Method of Voting................................................................................................... 10
4.4 First Meeting of Members............................................................................................... 11
4.5 Working Capital Fund...................................................................................................... 11
4.6 Acceptance of Development.......................................................................................... 11


ARTICLE 5 COMMON AREA PROPERTY RIGHTS AND MAINTENANCE
ASSESSMENTS

5.1 Common Areas............................................................................... 11
5.2 Assessment for Maintenance of Common Areas............................... 12
5.3 Creation of Lien and Personal Obligation of Assessments.................. 12
5.4 Levy of Assessments........................................................................ 12
5.5 Maximum Annual Assessment.......................................................... 13
5.6 Rate of Assessment.......................................................................... 13
5.7 Effect of Non-Payment of Assessments and Remedies of the Association............................................................................................ 13
5.8 Insurance......................................................................................... 13


ARTICLE 6 EASEMENTS.................................................................. 14

6.1 General........................................................................................... 14
6.2 Development and Construction........................................................ 14
6.3 Emergency...................................................................................... 14
6.4 Utilities............................................................................................. 14


ARTICLE 7 MORTGAGEE RIGHTS AND GOVERNMENTAL REGULATIONS................................................................................... 15

7.1 Special Actions Requiring Mortgagee
Approval............................................................................................... 15
7.2 Special Rights of Mortgagees........................................................... 15
7.3 Conformity with Regulations ............................................................ 15
7.4 Notices of Mortgages....................................................................... 15
7.5 Copies of Notices to Mortgage Lenders................................................................................................. 15
7.6 Further Right of Mortgagees............................................................. 15


ARTICLE 8 GENERAL PROVISIONS............................................... 16

8.1 Exercise of Powers.................................................................................................. 16
8.2 Duration........................................................................................... 16
8.3 Amendment..................................................................................... 16
8.4 Enforcement..................................................................................... 16
8.5 Regulatory Compliance............................................................................................ 17
8.6 Headings and Binding Effect..................................................................................................... 17
8.7 Unintentional Violation of Restrictions............................................................................................ 17
8.8 Books and Records................................................................................................. 17
8.9 Conflicts.......................................................................................... 18
8.10 Binding Effect..................................................................................................... 18


DECLARATION OF RESTRICTIVE COVENANTS

FOR

CAMBRIDGE FOREST


THIS DECLARATION OF RESTRICTIVE COVENANTS (the "Declaration"), made, published, and declared this day of January, 1997, by and between DOUBLE M PARTNERS, L.L.C. (the "Developer"), and any and all persons, firms, or corporations presently owning or hereafter acquiring any of the within described property;


W I T N E S S E T H:


WHEREAS, Developer is the owner of certain real property in Davidson County, Tennessee, known as CAMBRIDGE FOREST, Phase I, which is shown on the Plat of record in Book 9700, page 299, in the Register's Office for Davidson County, Tennessee (the "Plat") and being the first construction phase of a Residential Subdivision within Davidson County, Tennessee (hereinafter referred to as the "Subdivision");

WHEREAS, it is to the benefit, interest, and advantage of Developer and of each and every person or other entity hereafter acquiring any of the within described property that certain covenants, conditions, restrictions, assessments, and liens governing and regulating the use and occupancy of such property be established, fixed, and set forth and declared to be covenants running with the land;

WHEREAS, the Developer, now desires to supersede any restrictions that may presently exist with respect to the property described herein and to establish restrictions applicable to such property in accordance with the terms of this Declaration;

NOW, THEREFORE, in consideration of the premises, Developer, with any and all persons, firms, corporations, or other entities hereafter acquiring all or any of the property hereinafter described (the "Property"), that any previous restrictions, recorded or unrecorded shall be of no further force or effect and that the Property shall be hereinafter subjected to the following restrictions, covenants, conditions, assessments, and liens (collectively, the "Restrictions") relating to the use and occupancy thereof and relating to the use, occupancy, and maintenance of such portions of the same as at present or in the future shall be designated as common areas, said Restrictions to be construed as covenants running with the land which shall be binding on all parties having or acquiring any right, title, or interest in or to the Property or any part thereof and which shall inure to the benefit of each owner thereof.

ARTICLE 1

DEFINITIONS

The following words, when used in this Declaration or any amendment or supplement hereto, shall, unless the context shall clearly require to the contrary, have the following meanings:

1.1 "Additional Phases" shall mean the additional acreage that may be added to the development in one or more Phases at the sole discretion of the Developer consisting of contiguous property which, together with Phase I, was conveyed to Developer by deed of record in Book 8915 at Page 374, Register's Office of Davidson County, Tennessee.

1.2 "Association" shall mean and refer to CAMBRIDGE FOREST HOMEOWNERS ASSOCIATION, INC., a not-for-profit corporation organized and existing under the laws of the State of Tennessee, its successors and assigns.

1.3 "Builder" shall mean and refer to Phillips Builders, Inc., a Tennessee corporation having its principal place of business in Nashville, Tennessee, its successors and assigns.

1.4 "CAMBRIDGE FOREST" shall mean and refer to that certain residential community known as CAMBRIDGE FOREST, which is being developed on real property now owned by Developer in Davidson County, Tennessee, together with such additions thereto as may from time to time be designated by Developer whether or not such additions are contiguous with or adjoining the boundary lines of CAMBRIDGE FOREST, Phase I, as shown on the Plat.

1.5 "Common Area" or "Common Areas" shall mean and refer to any and all real property owned by the Association, and such other property to which the Association may hold legal title, whether in fee or for a term of years, for the non-exclusive use, benefit, and enjoyment of the members of the Association, subject to the provisions hereof, and such other property as shall become the responsibility of the Association, through easements or otherwise. Including any recreational areas, which may be constructed initially by the Developer or thereafter by the Association. Common Areas with respect to the properties made subject to this Declaration, whether at the time of filing of this Declaration or subsequently by Supplementary Declaration(s) shall be shown on the Plat(s) of CAMBRIDGE FOREST and designated thereon as "Common Areas" or "Open Space" or such comparable designation.

1.6 "Declaration" shall mean and refer to this Declaration of Restrictions applicable to the Properties that is to be recorded in the Office of the Register of Deeds for Davidson County, Tennessee and any Supplementary Declarations upon the creation of Additional Phases.

1.7 "Developer" shall mean and refer to DOUBLE M PARTNERS, L.L.C., a Tennessee limited liability corporation having a principal place of business in Brentwood, Tennessee, its successors and assigns.

1.8 "Lot" shall mean and refer to any plot of land to be used for single?family residential purposes and so designated as a Lot upon the Plat.

1.9 "Member" shall mean and refer to any person who shall be an Owner and, as such, shall be a member of the Association.

1.10 "Owner" shall mean and refer to the record owner, whether one (1) or more persons or entities, of the fee interest in any Lot or portion of a Lot, excluding, however, those parties having such interest merely as security for the performance of an obligation.

1.11 "Occupant" shall mean and refer to any person or persons in possession of a Lot or home other than an Owner.

1.12 "Person" shall mean and refer to a natural person, as well as a corporation, partnership, firm, association, trust, or other legal entity.

1.13 "Phase I" shall mean and refer to the initial Properties subject to the Declaration, which contains 42 Lots as shown on the Plat, and the Common Areas.

1.14 "Plat" shall mean and refer to the Plat of Phase I, of record in Book 9700, page 299, Register's Office for Davidson County, Tennessee, together with any amendments and supplements thereto recorded upon the creation of Additional Phases or upon the commencement of construction of additional sections within a previously submitted phase.

1.15 "Properties" shall mean and refer to any and all of that certain real property now or which may hereafter be brought within that certain residential subdivision being developed by Developer in Davidson County, Tennessee, which subdivision is and shall be commonly known as CAMBRIDGE FOREST.

1.16 "Successor Developer" shall mean and refer to any person (including any affiliate of the original owners) who shall acquire the right to develop Additional Phases on contiguous property, which, along with Phase I, was conveyed to developer by deed of record in Book 8915, Page 374, Register's Office of Davidson County, Tennessee and which is able to be included in the general development plan of CAMBRIDGE FOREST.
1.17 "Supplementary Declaration(s)" shall mean the one or more supplementary declarations that may be recorded from time to time to create Additional Phases or to or to amend this Declaration as expressly permitted hereunder.
ARTICLE 2

PROPERTIES SUBJECT TO THIS DECLARATION

2.1 Initial Properties Subject to Declaration. The property which is and shall be held, transferred, sold, conveyed and occupied subject to this Declaration is located in Davidson County, Tennessee, and is more particularly described and shown on Exhibit "A" attached hereto and made a part hereof by this reference. CAMBRIDGE FOREST is to be built in two or more Phases, each of which may be comprised of a number of sections for construction purposes (a "Construction Section"). Construction of Phase I, consisting of 42 Lots is anticipated to be completed not later than May 31, 1997. All of the real property shown on Exhibit "A" and designated as Tract I shall be submitted to these Restrictions.

2.2 Additional Phases. Without further assent or permit, Developer and any Successor Developer hereby reserves the right, exercisable from time to time but not later than five (5) years after the date hereof, or the date of any Supplementary Declaration hereto, to subject all or part of other, contiguous real property currently owned by Developer, in one or more Additional Phases, in order to extend the scheme of this Declaration to such property to be developed as part of CAMBRIDGE FOREST and thereby to bring such additional contiguous Properties within the jurisdiction of the Association. The aforesaid contiguous property consists of that property acquired by Developer by deed of record in Book 8915 at Page 374, Register's Office of Davidson County, Tennessee, a copy of which is attached to these restrictions as Exhibit "B."

2.3 Supplementary Declarations. The additions herein authorized shall be made by filing of record one or more Supplementary Declarations in respect to the creation of Additional Phases or the addition of other Properties to be then subject to this Declaration and which shall extend the jurisdiction of the Association to such property and thereby subject such addition to assessment for its just share of the Association's expenses and shall also require the filing of such additional plats as are required for such sections in the Register's Office for Davidson County, Tennessee. Each Supplementary Declaration must subject the added property or additional Lots to the covenants, conditions and restrictions contained herein.

2.4 Consent to Rezoning. Every Owner shall be deemed to have consented to any rezoning of property annexed into the Subdivision by Supplementary Declaration that may be necessary to the development of such property as part of CAMBRIDGE FOREST. Owners of any Lots in the additional property shall succeed to all of the rights and obligations of membership in the Association.

2.5 Extension of Development Rights to Adjacent Property. The Developer and any Successor Developer shall have the rights described in this Article II, exercisable without approval of the Association or any other person or entity. The Developer and Builder shall have the voting rights as specified hereinafter with respect to any added Lots, subject to the original limitations as to duration of weighted voting.

2.6 Construction Sections. The Developer may submit more unimproved property than is immediately anticipated to be used or improved to the terms and conditions of these restrictions, in order to insure and demonstrate its intentions with respect to such property and to assure that such property will be developed subject to the covenants and restrictions contained in this Declaration and such land shall initially constitute one Lot. No additional "Lots" shall be deemed to have been created on such property until such time as the final plat approving such construction section has been approved and recorded in the Register's Office for Davidson County, Tennessee. At such time as the final plat is recorded, all Lots depicted thereon, and Common Areas shown thereon, shall be owned and used in accordance with the terms of this Declaration. Except as otherwise provided herein, each such Lot shall then be responsible for its pro rata share of the expenses of the Association and shall be entitled to the benefits of ownership set forth herein.

2.7 Association Rights. The Association may not assert as a reason to object to the new development plan the fact that existing Association facilities will be additionally burdened by the property to be added by the new development or that the type of home or size of Lot in any future construction differs from that of the initial construction of Phase I, or any subsequent Construction Section or phase. The Developer reserves the right to modify any preliminary plan to reconfigure Lots, create additional amenities, areas or Common Areas, prior to the sale of any Lot in an additional Construction Section or phase and thereafter within a Construction Section or phase with the consent of the Owners of that Section only.

ARTICLE 3

ARCHITECTURAL, MAINTENANCE, AND USE RESTRICTIONS

3.1 Single-Family Residential Construction. No building or other structure shall be erected, altered or permitted to remain on any Lot other than one (1) single-family residential dwelling not to exceed two and one-half (2½) stories in height, which may have an attached private garage for not more than two (2) cars. Garages shall not exceed the main dwelling in height.
3.2 Approval of Plans.

(a) No construction, reconstruction, remodeling, alteration, or addition of or to any structure, building, fence, wall, drive, or improvement of any nature shall be constructed without obtaining prior written approval of Developer as to the location, plans, and specifications therefor. As a prerequisite to consideration for approval, and prior to the commencement of the contemplated work, two (2) complete sets of building plans and specifications shall be submitted. Developer shall be the sole arbiter of such plans and may withhold its approval for any reasons, including purely aesthetic reasons. It is expressly acknowledged that construction undertaken by Developer shall be conclusively deemed to comply with the foregoing. Upon giving approval, construction shall be started and prosecuted to completion promptly and in strict conformity with such plans. Any plans submitted for approval shall be deemed to have been disapproved for the purposes hereof in the event of either (i) written notice of disapproval from Developer or the Association or (ii) failure by Developer or the Association to respond to the request for approval.

(b) At such time as Developer divests itself of all Lots within the development, the right of approval of plans for further construction, reconstruction, remodeling, alterations, and additions shall thereafter vest exclusively in the Association and in its Board of Directors, or such committees of the Association as shall be appointed by its Board of Directors.

(c) Developer, Builder, the Association and the individual members thereof shall not be liable for any act or omission in performing or purporting to perform the functions delegated hereunder. Approval or disapproval by Developer or the Association shall not be deemed to constitute any warranty or representation by it including, without limitation, any warranty or representation as to fitness, design or adequacy of the proposed construction or compliance with applicable statutes, codes and regulations. Anything contained in this paragraph 3.2, or elsewhere in this Declaration to the contrary notwithstanding, Developer, Builder and the Association are hereby authorized and empowered, at their sole and absolute discretion, to make and permit reasonable modifications or deviations from any of the requirements of this Declaration relating to the type, kind, quantity or quality of the building materials to be used in the construction of any building or improvement on any Lot and of the size and location of any such building or improvement when, in their sole and final judgment, such modifications and deviations in such improvements will be in harmony with existing structures and will not materially detract from the aesthetic appearance of the Properties and the improvements as a whole; provided, however, such modifications and deviations must be in compliance with all applicable ordinances and regulations established by Davidson County.

Developer or the Association, as the case may be, may require the submission to it of such documents and items, including as examples, but without limitation, written requests for and description of the variances requested, plans, specifications, plot plans and samples of material(s), as either of them shall deem appropriate, in connection with its consideration of a request for a variance. If Developer or the Association shall approve such request for a variance, it shall evidence such approval, and grant its permission for such variance, only by written instrument, addressed to the Owner of the Lot(s) relative to which such variance has been requested, describing the applicable restrictive covenant(s) and the particular variance requested, expressing its decision to permit the variance, describing (when applicable) the conditions on which the variance has been approved (including as examples, but without limitation, the type of alternate materials to be permitted, and alternate fence height approved or specifying the location, plans and specifications applicable to an approved outbuilding), and signed by Developer or the Association, as the case may be. Any request for a variance shall be deemed to have been disapproved for the purposes hereof in the event of either (i) written notice of disapproval from Developer or the Association or (ii) failure by Developer or the Association to respond to the request for variance. In the event Developer or the Association or any successor to the authority thereof shall not then be functioning, no variances from the covenants herein contained shall be permitted, it being the intention of Developer that no variances be available except at its discretion or that of the Association. Neither Developer nor the Association shall have the authority to approve any variance except as expressly provided in this Declaration.

3.3 Structural Compliance. All structures shall be built in substantial compliance with the plans and specifications therefor, approved by Developer or the Association as provided in paragraph 3.2 above.

3.4 Improvement and Setback Restrictions.

(a) No building or structure, or any part thereof, shall be located on any Lot nearer to the front line, the rear line, or any side line than the minimum building setback lines required by Davidson County, Tennessee and as may be shown on the recorded plans. For purposes of determining compliance with this requirement, porches, wing walls, eaves, and steps extending beyond the outside wall of a structure shall be considered as a part thereof. No encroachment upon any utility easements reserved on the Plat shall be authorized or permitted.

3.5 Re-subdivision of Lots. No Lot shall be re-subdivided, nor shall any building be erected or placed on any such re-subdivided Lot, unless such re-subdivision is approved by the Association, as well as any governmental authority having jurisdiction. Developer, however, shall have the right, but not the obligation, to re-subdivide into Lots, by recorded plat or in any other lawful manner, all or any part of the Properties contained within the outer boundaries of the Plat, and such Lots, as re-platted, shall be subject to this Declaration as if such Lots were originally included herein. Any such re-plat must comply with pertinent re-platting ordinances, statutes, regulations and requirements.

3.6 Walls, Fences and Hedges. No wall or fence shall be erected or maintained nearer to the front lot line than the front building line on such Lot, nor on corner lots nearer to the side Lot line than the building setback line parallel to the side street. No side or rear fence, wall or hedge shall be more than six (6) feet in height. Any wall, fence or hedge erected on a Lot shall be maintained by the Owner thereof. All fencing shall be constructed only of such materials and erected only on such Lots and in such a manner as shall be approved by the Association. No fence shall be constructed or maintained between the front building or setback line and the street; provided, however, the planting of hedges, shrubbery or evergreens in lieu of a fence, and extending to the front along the boundaries between Lots is permitted, provided such planting shall not be maintained at a height in excess of forty-two (42) inches.

3.7 Roofing Material. The roof of any building (including any garage) shall be constructed or covered with asphalt or composition type shingles. Any other type of roofing material shall be permitted only in the sole discretion of the Association upon written request.

3.8 Swimming Pools. Swimming pools shall be allowed only on Lots approved by the Association and shall be located at the rear of the residence. All swimming pools shall have a perimeter enclosure, the plans for which, including landscaping plans, must be approved by the Association.

3.9 Storage Tanks and Refuse Disposal. No exposed above-ground tanks or receptacles shall be permitted for the storage of fuel, water, or any other substance, except for refuse produced through normal daily living and of a nature which is satisfactory for pick-up by the Department of Public Works or its equivalent. Incinerators for garbage, trash, or other refuse shall not be used or permitted to be erected or placed on any Lot. Except for central air conditioning or central heating units, all equipment, and garbage cans shall be concealed from the view of neighboring lots, roads, streets, and open areas.

3.10 Clothes Lines. Outside clothes lines shall not be permitted.

3.11 Signs and Advertisements. No sign, advertisement, billboard or advertising structure of any kind shall be erected upon or displayed or otherwise exposed to view on any Lot or any improvement thereon without the prior written consent of the Association; provided that this requirement shall not preclude the installation by Developer or Builder of signs identifying the entire residential development and provided further that this requirement shall not preclude the placement by Owners of "For Sale" signs in the front of individual residences of such size, character, and number as shall from time to time be approved by the Association. The Association shall have the right to remove any such unapproved sign, advertisement, billboard or structure that is placed on said Lots, and in doing so shall not be subject to any liability for trespass or other tort in connection therewith or arising from such removal.

3.12 Use of Temporary Structures. No structure of a temporary character, mobile home, camper, trailer, basement, tent, shack, garage, barn or other outbuilding shall be erected, moved onto any Lot or used at any time as a residence. No structure of any kind except a dwelling house may be occupied as a residence, and the outside of any building so occupied must be completed before occupancy, including landscaping. Other structures of a permanent or semi-permanent nature may be approved from time to time in accordance with the provisions of this Article 3. Temporary structures may be used as building or sales offices and for related purposes during the construction period by Developer, Builder or their assigns.

3.13 Storage of Automobiles, Boats, Trailers and Other Vehicles. No trailers, boat trailers, travel trailers inoperative automobiles or campers shall be semi-permanently or permanently parked or stored in the public street right-of-way or forward of the front building line. Storage of such items and vehicles must be screened from public view, either within the garage or behind a fence which screens such vehicle from public view, unless otherwise approved in writing by the Developer in accordance with paragraph 3.2 above. No tractor trailers, buses, or other large commercial vehicles shall be parked on driveways or in streets within the Properties for periods of time exceeding twelve (12) hours or for more than twenty-four (24) hours in any calendar week. The foregoing shall not apply to construction vehicles of the Developer, Builder or their assigns.

3.14 Outside Lighting. Outside lights at eaves and door entrances shall be permitted, but no exterior flashing or high-intensity lights, floodlights, or spotlights on the exterior of any building shall be permitted, except with the prior written approval of the Association.

3.15 Antennae and Satellite Dishes. All television antennae, satellite dishes, dishes which receive video programming services via multipoint distribution services and any other device used for the reception of television broadcast signals, direct broadcast satellite services or multichannel multipoint distribution (wireless cable) services must be one (1) meter or less in diameter, must be located to the rear of a Lot and not visible from the street (unless such location would preclude reception of an acceptable quality signal) and may not be affixed to any portion of the Common Area. Television antennas must be located to the rear of the roof ridge line, cable or center line of the principal dwelling. Freestanding antennae must be attached to and located behind the rear wall of the main residential structure. No antennae shall be erected on a wooden pole.

3.16 Window Units. All supplements to the central air conditioning system must be used, erected, placed or maintained to the rear of the main residential structure. No window or wall type air conditioning units shall be permitted to be seen from the street view of any Lot.

3.17 Recreational Equipment. All playground and recreational equipment must be used, erected, placed or maintained to the rear of all Lots.

3.18 Oil and Mining Operations. No oil drilling, oil development operations, oil refining, quarrying or mining operations shall be permitted on any Lot, nor shall oil wells, tanks, tunnels, mineral excavations or shafts be permitted upon or in any Lot. No derrick or other structure designed for use in boring for oil or natural gas shall be erected, maintained or permitted upon any Lot.

3.19 Maintenance. All Lots, together with the exterior of all improvements located thereon, shall be maintained in a neat and attractive condition by their respective Owners or Occupants. Such maintenance shall include, but not be limited to, painting, repairing, replacing, and caring for roofs, gutters, downspouts, building surfaces, patios, walkways, driveways, and other exterior improvements. The Owner or Occupant of each Lot shall at all times keep all weeds and grass thereon cut in a sanitary, healthful and attractive manner and all trees and shrubbery pruned and cut. No Lot shall be used for storage of material and equipment, except for normal residential requirements or incident to construction of improvements thereon as herein permitted. The accumulation of garbage, trash or rubbish of any kind and the burning (except as permitted by law) of any such materials is prohibited. In the event of default on the part of the Owner or Occupant of any Lot in observing the above requirements or any of them, such default continuing after ten (10) days' written notice thereof, the Association may, subject to approval of its Board of Directors, enter upon said Lot, repair, maintain and restore the same, cut or prune or cause to be cut or pruned, such weeds, grass, trees and shrubbery and remove or cause to be removed, such garbage, trash and rubbish or do any other thing necessary to secure compliance with these restrictions and to place said Lot in a neat, attractive, healthful and sanitary condition. In so doing, the Association shall not be subject to any liability for trespass or otherwise. All costs incurred in any such repair, maintenance, restoration, cutting, pruning or removal shall be charged against the Owner of such Lot as the personal obligation of such Owner and as a lien upon the Lot, enforceable and collectible in the same manner and to the same extent as a maintenance assessment. Any Occupant of such Lot shall be jointly and severally liable with the Owner for the payment of such coats.

The Association shall contract with one (1) or more landscaping services to provide grass cutting, lawn maintenance, proper care for all trees, shrubbery and other landscaping, and other necessary maintenance services for the Common Areas, provision for which shall be made in the annual assessments.

3.20 Damage, Destruction or Maintenance. In the event of damage or destruction to any structure located on the Properties, the respective Owner thereof agrees as follows:

(a) In the event of total destruction, the Owner shall promptly clear the Lot of debris and leave the same in a neat and orderly condition. Within 60 days of any insurance settlement, the Owner must commence to rebuild and reconstruct the structure. Any such rebuilding and reconstruction shall be accomplished in conformity with the plans and specifications of the original structure so destroyed, subject to any changes or modifications as approved by the Developer or the Association, as the case may be, in accordance with Article II hereof.

(b) In the case of partial damage or destruction, the Owner shall, as promptly as an insurance adjustment may be made, cause the damage or destruction to be repaired and restored in a first class condition in accordance with the plans and specifications of the original structure and in conformity with its original exterior painting and decor. Any change or alteration must be approved by the Developer or the Association, as the case may be, in accordance with Article II hereof. In no event shall any damaged structure be left unrepaired and unrestored for in excess of sixty (60) days, from the date of the insurance adjustment.

(c) If the correction of a maintenance or repair problem incurred on one Lot necessitates construction work or access on another Lot, both Owners shall have an easement on the property of the other for the purpose of this construction. Each party shall contribute to the cost of restoration thereof equally, unless such damage was caused by the fault of an Owner, in which event the Owners shall allocate the cost of restoration in proportion to the relative fault of the parties.

3.21 Use of Premises. Each Lot shown on the Plat shall be used only for private, single-family residential purposes and not otherwise. Notwithstanding the foregoing, Developer and Builder may maintain, as long as it owns property in or upon such portion of the Properties as Developer may determine, such facilities as in its sole discretion may be necessary or convenient, including, but without limitation, offices, storage areas, model units and signs, and Developer and Builder may use, and Developer may permit other builders (who are at the relevant time building and selling houses in the development) to use, residential structures, garages or accessory buildings for sales offices and display purposes, but all rights of Developer, Builder and of any other builder acting with Developer's permission under this sentence, shall be operative and effective only during the construction and sales period within the area. This provision may not be amended, altered or repaired without the prior consent of the Developer.

3.22 Animals and Pets. No animals, livestock, or poultry of any kind shall be raised, bred, pastured, or maintained on any Lot, except household pets such as dogs and cats which may be kept thereon in reasonable numbers as pets for the sole pleasure of the Owner or Occupant, but not for any commercial use or purpose.

3.23 Nuisances and Unsightly Materials. No house or other structure on any Lot shall be used for any business or commercial purpose. Each Owner or Occupant shall refrain from any act or use of his Lot which could reasonably cause embarrassment, discomfort, annoyance, or nuisance to others. No noxious, offensive, or illegal activity shall be carried on upon any Lot. No motorcycle, motorbike, motor scooter, or any other unlicensed motorized vehicle shall be permitted to be operated on or in the Common Areas. No Lot shall be used, in whole or in part, for the storage of rubbish of any character whatsoever; nor shall any substance, thing, or material be kept upon any Lot which will emit foul or noxious odors or which will cause any noise that will or might disturb the peace and quiet of the Owners or Occupants of surrounding Lots or property. The foregoing shall not be construed to prohibit the temporary deposits of trash and other debris for pick-up by garbage and trash removal service units.

3.24 Hobbies and Activities. The pursuit of any inherently dangerous activity or hobby, including, without limitation, the assembly and disassembly of motor vehicles or other mechanical devices, the shooting of firearms, fireworks, or pyrotechnic devices of any type or size, and other such activities shall not be pursued or undertaken on any part of any Lot or upon the Common Areas without the consent of the Association.

3.25 Visual Obstruction at the Intersection of Public Streets. No object or thing which obstructs sight lines at elevations between two (2) feet and six (6) feet above the surface of the streets shall be placed, planted or permitted to remain on any corner Lot within the triangular area formed by the curb lines of the streets involved and a line running from curb line to curb line at points twenty-five (25) feet from the junction of the street curb lines. The same limitations shall apply on any Lot within ten (10) feet from the intersection of a street property line with the edge of a driveway.

3.26 Governmental Restrictions. Each Owner shall observe all governmental building codes, health regulations, zoning restrictions, and other regulations applicable to his Lot. In the event of any conflict between any provision of any such governmental code, regulation, or restriction and any provisions of this Declaration, the more restrictive provision shall apply.

3.27 Roads. It shall be obligatory upon all owners of the Lots in this subdivision to consult with the Chief Engineer of the Highway Department of Davidson County, Tennessee, before any driveways, culverts, other structures or grading are constructed within the limits of any dedicated roadway, and such placement or construction shall be done in accordance with the requirements of the County Highway Commission applying to county roads in order that the roads or streets within the subdivision which would be affected by such placement or construction may not be disqualified for acceptance by the County into the public road system.

3.28 Easement for Roads. The right is expressly reserved to the Developer and Owners, their representatives, heirs, successors and assigns, to construct all streets, roads, alleys, or other public ways as now, or hereafter may be, shown on the Plat(s), at such grades or elevation as they, in their sole discretion, may deem proper; and, for the purpose of constructing such streets, roads, alleys or public ways, they additionally, shall have an easement, not exceeding (10) feet in width, upon and along each adjoining Lot, for the construction of proper bank slopes in accordance with the specifications of the government body or agency having jurisdiction over the construction of public roads; and no Owner of any Lot shall have any right of action or claim for damages against anyone on account of the grade of elevation at which such road, street, alley or public way may hereafter by constructed, or on account of the bank slopes constructed within the limits of the said ten (10) foot easement.

3.29 Outbuildings. No barns, utility sheds or other form of outbuilding shall be permitted.

ARTICLE 4

ASSOCIATION MEMBERSHIP AND VOTING RIGHTS

4.1 Membership. Every person or entity who is the Owner of record of a fee interest in any Lot shall be a Member of the Association, subject to and bound by this Declaration and the Association's Articles of Incorporation, the By-Laws of the Association and such rules and regulations as may be adopted by the Association. When any Lot is owned of record in joint tenancy, tenancy in common, tenancy by the entirety, or by some other legal entity, the membership as to such Lot shall be joint and the rights of such membership (including the voting power arising therefrom) shall be exercised only as stipulated in Section 4.2 below.

4.2 Voting and Voting Rights. The voting rights of the membership shall be appurtenant to the ownership of the Lot. The Owner of each Lot shall be entitled to one (1) vote; provided that Developer and Builder shall be entitled, for each Lot that they own, to three (3) votes until such time as seventy?five percent (75%) of the Lots subjected to this Declaration by this instrument or by any Supplementary Declaration have been sold to homeowners or until five (5) years from the later of the date hereof or the date of the last such Supplementary Declaration, whichever shall first occur, after which time Developer and Builder shall have only one (1) vote for each Lot that they own. When two (2) or more persons hold an interest in any Lot as Owners thereof, all such persons shall be Members. The vote for such Lot shall be exercised by one (1) of such persons as proxy or nominee for all persons holding an interest as Owners in the Lot and in no event shall more than one (1) vote be cast with respect to any Lot, except as provided above with respect to Developer and Builder.

4.3 Method of Voting. Members shall vote in person or by proxy executed in writing by the Member. No proxy shall be valid after eleven (11) months from the date of its execution or upon conveyance by the Member of his Lot. No proxy shall be valid unless promulgated by the Board of Directors as an official proxy. A corporate Member's vote shall be cast by the President of the Member corporation or by any other officer or proxy appointed by the President or designated by the Board of Directors of such corporation. Voting on all matters except the election of directors shall be by voice vote or by show of hands unless a majority of the Members of each Class present at the meeting shall, prior to voting on any matters, demand a ballot vote on that particular matter. Where directors or officers are to be elected by the Members, the official solicitation of proxies for such elections may be conducted by mail.

4.4 First Meeting of Members. The first regular annual meeting of the Members may be held, subject to the terms hereof, on any date, at the option of the Board of Directors; provided, however, that the first meeting may (if necessary to comply with Federal Regulations) be held no later than the earlier of the following events: (a) four months after all of the Lots have been sold by the Developer and Builder; or (b) five (5) years following conveyance of the first Lot by the Developer.

4.5 Working Capital Fund. There may be established a working capital fund equal to three months' assessments for each Lot. Each Lot's share of the working capital fund shall be collected and transferred to the Association at the time of closing of the sale of each Lot and maintained in an account for the use and benefit of the Association. Amounts paid into the fund shall not be considered as advance payment of regular assessments. (The contribution to the working capital fund for each unsold Lot shall be paid to the Association within sixty (60) days after the date that the Developer shall cease to have three (3) votes for each Lot it owns pursuant to Sections 4.1 and 4.2 above.) The purpose of the fund is to insure that the Association will have cash available to meet unforeseen expenditures, or to acquire additional equipment or services deemed necessary or desirable by the Board of Directors. Builder shall be exempt from the requirements of this paragraph.

4.6 Acceptance of Development. By the acceptance of a deed to a Lot, any purchaser of a Lot shall be deemed to have accepted and approved the entire plans for the CAMBRIDGE FOREST Subdivision development, and all improvements constructed by that date, including, without limitation, the utilities, drains, roads, sewers, landscaping, Common Area amenities, and all other improvements as designated on the Plat, and as may be supplemented by additional plats upon completion of development of any property annexed into the Subdivision by Supplementary Declaration. Such purchaser agrees that all improvements constructed after the date of purchase consistently with such plans, and of the same quality of then existing improvements, shall be accepted. Neither Developer nor Builder has any obligation to provide security personnel or other security, and no Owner shall have any cause of action for failure to provide such security.

ARTICLE 5

COMMON AREA PROPERTY RIGHTS AND MAINTENANCE ASSESSMENTS

5.1 Common Areas. Each Owner shall have a non-exclusive right and easement of enjoyment in and to the Common Areas which shall be appurtenant to and shall pass with the title to each Lot as designated upon the Plats, subject only to the provisions of this Declaration and the Articles of Incorporation, By-Laws, and rules and regulations of the Association, including, but not limited to, the following;

(a) The right of the Association to limit the use of the Common Areas to Owners or Occupants of Lots, their families and their guests;

(b) The right of the Association to suspend voting privileges and rights of use of the Common Areas for any Owner whose assessment against his Lot becomes delinquent; and

(c) The right of the Association to dedicate or transfer all or any part of the Common Areas to any public agency, authority, or utility for such purposes and subject to such conditions as may be agreed upon by the Members; provided that no such dedication or transfer shall be effective unless the Members entitled to cast at least three-fourths (3/4) of the votes agree to such dedication or transfer and signify their agreement by a signed and recorded written document; and provided further that this paragraph shall not preclude the Board of Directors of the Association from granting easements for the installation and maintenance of electrical, telephone, cablevision, water and sewerage, utilities, and drainage facilities upon, over, under, and across the Common Areas without the assent of the membership when such easements are requisite for the convenient use and enjoyment of the Properties.
The Developer shall also have the right to cause the Association to transfer a portion of the Common Area only to the extent necessary to cure any set-back or other building regulation violation, provided that such transfer is done in accordance with all applicable regulations.


5.2 Assessment for Maintenance of Common Areas. For each Lot owned within the development, every Owner (except Developer and Builder) covenants and agrees, and each subsequent Owner of any such Lot, by acceptance of a deed therefor, shall be deemed to covenant and agree, to pay to the Association annual assessments or charges for the creation and continuation of a maintenance fund in amounts to be established from time to time by the Board of Directors of the Association in order to maintain, landscape, and beautify the Common Areas, to promote the welfare of the residents of the community, to pay taxes, if any, assessed against the Common Areas, to procure and maintain insurance thereon, to employ attorneys and accountants, and to provide such other services as are not readily available from governmental authorities having jurisdiction over the same. In addition, the Owner of each Lot and each subsequent Owner thereof, by acceptance of his deed, covenants and agrees to pay special assessments as approved by the membership in the manner hereinafter provided. Developer and Builder shall be exempt from all assessments.

5.3 Creation of Lien and Personal Obligation of Assessments. In order to secure payment of assessments, both annual and special, as the same become due, there shall arise a continuing lien and charge against each Lot, the amount of which shall include interest at the maximum effective rate allowed by law, costs, and reasonable attorney's fees to the extent permissible by law. Each such assessment, together with such interest, costs, and reasonable attorney's fees, shall also be the personal obligation of the person who was the Owner of the Lot at the time the assessment became due; provided that this personal obligation shall not pass to successors in title unless expressly assumed by them. The lien provided for herein, however, shall be subordinate to the lien of any first deed of trust (sometimes hereinafter called "mortgage") on any Lot if, but only if, all such assessments made with respect to such Lot having a due date on or prior to the date such first mortgage is filed for record have been paid. The lien and permanent charge hereby subordinated is only such lien and charge as relates to assessments authorized hereunder having a due date subsequent to the date such first mortgage is filed of record and prior to the satisfaction, cancellation, or foreclosure of the same, or the transfer of the mortgaged property in lieu of foreclosure. The sale or transfer of any Lot shall not affect any assessment lien. The sale or transfer of any Lot that is subject to any first mortgage, pursuant to a foreclosure thereof or under power of sale or any proceeding in lieu of foreclosure thereof, shall extinguish the lien of such assessment, but not the personal obligation of any former title holder, as to payments that became due prior to such sale or transfer and subsequent to the recordation of the first mortgage that has been foreclosed, but the Association shall have a lien upon the proceeds from foreclosure or of sale junior only to the lien of the foreclosed first mortgage. No sale or transfer shall relieve such Lot from liability for any assessment thereafter becoming due or from the lien thereof.

5.4 Levy of Assessments. Annual assessments shall be due no later than April 1 of each calendar year. Annual assessments shall be levied by the Board of Directors of the Association, by action taken on or before December 1 of each year for the ensuing year. During the first calendar year in which an Owner owns a Lot, the annual assessment shall be pro rated. The Board, in its discretion, may provide for the periodic payment of such assessments at some intervals other than annually. Special assessments may be levied in any year for the purpose of defraying, in whole or in part, the cost of any construction, reconstruction, repair or replacement of a capital improvement upon the Common Areas, if any, including fixtures and personal property related thereto; provided that the same are first approved by the Board of Directors of the Association, recommended to the membership, and subsequently approved by affirmative vote of Members entitled to cast at least two-thirds (2/3) of the votes at a meeting of the Members duly held for that purpose. Written notice of the annual or special assessment shall be mailed (by U.S. first class mail) to every Owner subject thereto. The Association shall, upon demand, and for a reasonable charge, furnish a certificate signed by an officer of the Association setting forth whether the assessments on a specified Lot have been paid and the amount of any delinquencies. The Association shall not be required to obtain a request for such certificate signed by the Owner, but may deliver such certificate to any party who in the Association's judgment has a legitimate reason for requesting the same.

5.5 Maximum Annual Assessment. Until otherwise established by the Board of Directors of the Association as set forth herein, the maximum annual assessment shall be One Hundred Fifty and no/100 Dollars ($150.00) per year per Lot. From and after one year from the date hereof, the maximum annual assessment may be increased each year by an amount up to, but not in excess of ten percent (10%) of the maximum annual assessment for the previous year without a vote of the membership. In the event the Board of Directors determines that an increase in excess of such amount is required, the amount of assessment exceeding such limitation shall be automatically effective thirty (30) days after the Association sends written notice to each Owner of the amount and necessity of such increased assessment unless the Association receives written objection to such increased assessment by Members entitled to cast more than fifty percent (50%) of the percentage values of the votes eligible to be cast by Members of the Association within such thirty (30) day period or a special meeting of Members is called within such thirty (30) day period and the excess assessment is disapproved by a like vote of the Members at such meeting.

5.6 Rate of Assessment. All Lots in the development shall commence to bear their assessments simultaneously, except that Lots owned by the Developer do not accrue liability for assessments of any nature while owned by the Developer.

5.7 Effect of Non-Payment of Assessments and Remedies of the Association. Any assessment not paid within thirty (30) days after the due date shall bear interest from the due date at the maximum effective rate then allowed by law. The Association, its agent or representative, may bring an action at law against the Owner personally obligated to pay the same or foreclose the lien against the Lot to which the assessment relates, and interest, costs, and reasonable attorney's fees for such action or foreclosure shall be added to the amount of such assessment to the extent allowed by law. No Owner may avoid liability for the assessments provided for herein by non-use of the Common Areas or abandonment of his Lot.

5.8 Insurance.

(a) The Board of Directors of the Association shall determine what insurance and in what amounts shall be necessary for the operation of CAMBRIDGE FOREST.

(b) In the event that the Board of Directors determines that it will be in the best interest of the Association to obtain insurance on any improvements owned by the Association and constructed in the Common Areas, the Association shall obtain fire and extended coverage insurance covering all such improvements and all personal property, equipment, fixtures and supplies owned by the Association. The face amount of such policy or policies shall not be less than one hundred percent (100%) of the current replacement cost of the property required to be covered by this Section. Such policy shall contain an agreed amount and an inflation guard endorsement, if such can be reasonably obtained, and also construction code endorsements, such as demolition costs endorsement, contingent liability from operation of building laws endorsement and increased cost of construction endorsement. Such policy shall also contain steam boiler and machinery coverage endorsements, if applicable. The insurance policies so purchased shall be purchased by the Association for the use and benefit of individual Owners and their mortgagees. The Association shall issue certificates of insurance to each Owner showing and describing the insurance coverage for the interest of each Owner, and shall develop procedures for the issuance, upon request, of a copy of the policy together with standard mortgagee endorsement clauses to the mortgagees of Owners. To the extent reasonably available, such policy shall waive rights of subrogation against Owners, the Association, and all agents of the Association. The insurance policies purchased by the Association shall also provide, to the extent reasonably available, that the insurance will not be prejudiced by any acts or omissions of Owners that are not under the control of the Association, and that such policies will be primary even if the Owner has other insurance that covers the same loss. The insurance policy shall also provide that any applicable insurance trust agreement will be recognized.

(c) If available at reasonable cost, as determined in the sole discretion of the Board of Directors, directors and officers liability insurance shall be purchased in amount determined by the Board of Directors. It is presently agreed that coverage in the amount of Two Hundred and Fifty Thousand and No/100 Dollars ($250,000.00) per occurrence would be a reasonable amount of such coverage.

ARTICLE 6

EASEMENTS

6.1 General. The Lots and Common Areas in the Properties subject to this Declaration shall be subject to all easements shown or set forth on the Plat.

6.2 Development and Construction. Developer and Builder hereby reserve an easement upon, over, and across the Common Areas for purposes of access, ingress, and egress to and from the Lots during the development of the Properties and during the period of construction of residences such Lots. Developer or Builder (as the case may be) shall be responsible for and shall repair all damage to the Common Areas arising out of or resulting from their development of the Properties and construction of residences on the Lots.

6.3 Emergency. There is hereby reserved, without further assent or permit, a general easement to all policemen and security guards employed by Developer or by the Association, firemen, ambulance personnel, and all similar persons to enter upon the Properties or any portion thereof which is made subject to this Declaration in the performance of their respective duties.

6.4 Utilities. Easements for the installation and maintenance of utilities are reserved as shown and provided for on the Plat or by separate instrument, and no structure of any kind shall be erected upon any of said easements. Neither Developer, Builder nor any utility company using the easements shall be liable for any damage done by them or their successors or assigns, or by their agents, employees or servants to shrubbery, trees, flowers or improvements of the Owner located on the land within or affected by said easements. A right of pedestrian access by way of a driveway or open lawn area shall also be granted on each Lot, from the front Lot line to the rear Lot line to any utility company having an installation in the easement. The easement area of each Lot and all improvements in it shall be maintained continuously by the Owner of the Lot, except for those improvements for which a public authority or public utility company is responsible. Fences shall not be allowed to be constructed over or along any easement for public utilities.


ARTICLE 7

MORTGAGEE RIGHTS AND GOVERNMENTAL REGULATIONS

7.1 Special Actions Requiring Mortgagee Approval. Notwithstanding anything herein to the contrary, unless at least seventy-five percent (75%) of the first mortgagees (based upon one vote for each first mortgage owned) or owners (other than Developer and Builder) of the individual Lots have given their prior written approval, the Association shall not be entitled to:

(a) By act or omission, seek to abandon or terminate the restrictions declared herein;

(b) Partition or subdivide any Lot;

(c) By act or omission, seek to abandon, partition, subdivide, encumber, sell or transfer the common facilities. The granting of easements for public utilities or for other public purposes consistent with the intended use of the common facilities by CAMBRIDGE FOREST shall not be deemed to transfer within the meaning of this clause;

(d) Use hazard insurance proceeds for losses to any common facilities for other than the repair, replacement or reconstruction of such improvements, except as provided by statute.

7.2 Special Rights of Mortgagees. A first mortgagee, or beneficiary of any deed of trust shall be entitled to the following special rights:

(a) Upon request, such first mortgagee is entitled to written notification from the Association of any default in the performance of any individual Owner of any obligation under these restrictions which is not carried by such Owner within sixty (60) days.

(b) Any first mortgagee shall have the right to examine the books and records of the Association during regular business hours, and such books and records shall be made available to such first mortgagees upon their request.

7.3 Conformity with Regulations. Notwithstanding anything to the contrary contained in these restrictions, all terms, conditions, and regulations now existing, or which may be promulgated from time to time, by the Federal Home Loan Mortgage Corporation ("FHLMC"), the Federal Housing Administration ("FHA") or the Veterans Administration ("VA") pertaining to planned unit developments are hereby incorporated as terms and conditions of this Declaration shall be binding upon the Developer, the Association and the Owners. In the event of a conflict between such regulations the most restrictive provision will apply.

7.4 Notices of Mortgages. Any Owner who mortgages his ownership interest shall notify the Association in such manner as the Association may direct, of the name and address of his mortgagees and thereafter shall notify the Association of the payment, cancellation or other alteration in the status of such mortgages.

7.5 Copies of Notices to Mortgage Lenders. Upon written request delivered to the Association, the holder of any mortgage of any ownership interest or interest therein shall be given a copy of any and all notices permitted or required by this Declaration to be given to the Owner whose ownership interest or interest therein is subject to such mortgage.

7.6 Further Right of Mortgagees.

(a) No Owner or any other party shall have priority over any rights of the first mortgagees pursuant to their mortgages in the case of a distribution to Owners of insurance proceeds or condemnation awards for losses to or a taking of common facilities.

(b) Any agreement for the professional management for the Association, whether it be by the Developer, its successors and assigns, or any other person or entity, may be terminated on 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 three (3) years.

(c) The Association shall give to the FHLMC, the VA or the FHA or any lending institution servicing such mortgages as are acquired by the any of the foregoing, notice in writing of any loss to or the taking of the common facilities if such loss or taking exceeds Ten Thousand Dollars ($10,000.00).


ARTICLE 8

GENERAL PROVISIONS

8.1 Exercise of Powers. Until such time as the Association is formed and its Board of Directors is elected, Developer shall exercise any of the powers, rights, duties, and functions of the Association and/or its Board of Directors.

8.2 Duration. The foregoing Restrictions shall be construed as covenants running with the land and shall be binding and effective for fifty (50) years from the date hereof, at which time they shall be automatically extended for successive periods of ten (10) years each unless it is agreed by vote of a majority in interest of the then Owners of the Properties to alter, amend, or revoke the Restrictions in whole or in part. Every purchaser, or subsequent grantee of any interest in the Properties made subject to this Declaration, by acceptance of a deed or other conveyance therefor, agrees that the restrictions set forth in this Declaration may be extended as provided in this paragraph 8.2.

8.3 Amendment. Except as provided below, the provisions of this Declaration may be amended by Developer, without joinder of the Owner of any Lot, for a period of five (5) years from the date of recordation of this instrument. Thereafter this Declaration may be amended by the affirmative vote of at least three-fourths (3/4) of the Owners whose Lots are then subject hereto. No such amendment shall become effective until the instrument evidencing such change has been filed of record. Notwithstanding the foregoing, the Owners of Lots then subject hereto shall have no right to amend the provisions of Article II or paragraph 5.2, without the prior written consent of Developer.

Developer reserves the right to file any amendments that may be necessary to correct clerical or typographical errors in this Declaration, and to make any amendments that may be necessary to conform the Declaration with regulations of the Federal Home Loan Mortgage Corporation, Federal Housing Administration, the Veteran's Administration or other applicable regulations that may be necessary to assure Lender approval of the development.

For so long as the Developer maintains ownership of any Lots, any amendments which would provide for the annexation of additional properties, the merger of the Subdivision with any other similar project or the consolidation of the Subdivision with such similar project, the mortgaging of common areas, the dedication of common areas, or the dissolution or amendment of the provisions of this Declaration, shall require the prior, written approval of the Veteran's Administration or the Federal Housing Administration.

8.4 Enforcement. If any person, firm or corporation shall violate or attempt to violate any of these restrictions, it shall be lawful for the Association or any other person, firm or corporation owning any property within CAMBRIDGE FOREST to bring an action against the violating party at law or in equity for any claim which these Restrictions may create in such other Owner or interested party either to prevent said person, firm, or corporation from so doing such acts or to recover damages for such violation. The provisions of this paragraph 8.4 are in addition to and separate from the rights of the Association to collect Association fees. Any failure by Developer or any property Owner to enforce any of said covenants and restrictions or other provisions shall in no event be deemed a waiver of the right to do so thereafter. Invalidation of any one or more of these restrictions by judgment or court order shall neither affect any of the other provisions not expressly held to be void nor the provisions so voided in circumstances or applications other than those expressly invalidated, and all such remaining provisions shall remain in full force and effect together with the provisions ruled upon as they apply to circumstances other than those expressly invalidated. In the event any action or proceeding is brought to enforce, to challenge, or to determine by declaratory judgment or otherwise, the rights and obligations imposed by these Restrictions, the substantially prevailing party in any such action or proceeding shall be entitled to recover from the losing party the costs of such action or proceeding, including reasonable attorneys' fees.

8.5 Regulatory Compliance. The foregoing Restrictions shall at all times comply with all ordinances and regulations of the Metropolitan Government of Nashville and Davidson County, including but not limited to Section 81.51 of the Code of the Metropolitan Government of Nashville and Davidson County, that provides, inter alia, the following:

(a) The Association shall not be dissolved nor shall it dispose of the Common Areas, by sale or otherwise (except to an organization conceived and established to own and maintain the Common Areas), without first offering to dedicate the Common Areas to the Metropolitan Government of Nashville and Davidson County; and

(b) In the event the Association fails to maintain the Common Areas in reasonable order and condition, the zoning administrator for the Metropolitan Government of Nashville and Davidson County may call upon any public or private agency to maintain the Common Areas for a period of one year; and

(c) The cost of any such maintenance described above shall be assessed proportionately against the Owners, and shall become a lien on the Lots.

8.6 Headings and Binding Effect. Headings are inserted only for convenience and are in no way to be construed as defining, limiting, extending or otherwise modifying or adding to the particular paragraphs to which they refer. The covenants, agreements and rights set forth herein shall be binding upon and inure to the benefit of the respective heirs, executors, successors and assigns of the Developer and all persons claiming by, through or under Developer.

8.7 Unintentional Violation of Restrictions. In the event of unintentional violation of any of the foregoing Restrictions with respect to any Lot, the Developer or its successors reserves the right (by and with the mutual written consent of the Owner or Owners for the time being of such Lot) to change, amend, or release any of the foregoing restrictions as the same may apply to that particular Lot.

8.8 Books and Records. The books and records of the Association shall, during reasonable business hours, be subject to inspection by any Member upon five (5) days prior notice. The Charter, the By-Laws of the Association, and this Declaration shall be available for inspection by any Member at the principal office of the Association, where copies may be purchased at a reasonable cost.

8.9 Conflicts. In the event of any conflict between the provisions of this Declaration and the By-Laws of the Association, the provisions of this Declaration shall control.

8.10 Binding Effect. The provisions of this Declaration shall be binding upon and shall inure to the benefit of the respective legal representatives,successors and assigns of Developer and the present Owners and all persons claiming by, through, or under Developer or the present Owners.

IN WITNESS WHEREOF, Developer and all other record owners of Lots within the Properties have caused this Declaration of Restrictive Covenants to be executed on the day and date first above written.

DOUBLE M PARTNERS, L.L.C., Developer


By:

Its: ____________________________________


STATE OF TENNESSEE )
COUNTY OF )

Personally appeared before me, the undersigned, a Notary Public, ___________________________, with whom I am personally acquainted, and who acknowledged that he executed the foregoing instrument for the purposes therein contained and who further acknowledged that he is ____________ of DOUBLE M PARTNERS, L.L.C., a limited liability corporation, and is authorized to execute this instrument on behalf of DOUBLE M PARTNERS, L.L.C.

WITNESS my hand, at office this ____ day of January, 1997.



Notary Public

My Commission Expires:

______________________


m:\phillips\cambridg\declarat2.doc

EXHIBIT "A"

TRACT I

Being a 16.966 more or less acre tract of land lying in the 28th Councilmanic District of Davidson County, Tennessee, and being a portion of the property conveyed to Double M Partners as evidenced by instrument of record in Book 8915 page 374, Register's Office Davidson County, Tennessee, and being Section One of Cambridge Forest Residential P.U.D., the plan for which is of record in Plat Book 9700 page 299, Register's Office Davidson County, Tennessee, and being more particularly described according to said plat of record as follows: beginning at a point on the existing westerly margin of Rural Hill Road, said point being the most northeasterly corner of the Burrell J. Prince Property of record in Book 6001 page 343, Register's Office Davidson County, Tennessee; thence with said Prince's Northerly line, North 82 Degrees 04 Minutes 06 Seconds West a distance of 117.03 Feet to a point on the westerly margin of a right-of-way dedication for Rural Hill Road, as shown on said plan of Cambridge Forest, Section One; thence with said right-of-way dedication, the following calls: North 17 Degrees 06 Minutes 38 Seconds West a distance of 131.96 Feet to a point; thence around a curve to the right through a central angle of 23 Degrees 47 Minutes 37 Seconds, an arc distance of 356.98 Feet, a chord bearing of North 05 Degrees 12 Minutes 50 Seconds West, a distance of 354.42 Feet to a point; thence North 06 Degrees 40 Minutes 59 Seconds East a distance of 118.49 Feet to a point; thence around a return curve to the left through a central angle of 87 Degrees 28 Minutes 49 Seconds, an arc distance of 45.80 Feet, a chord bearing of North 37 Degrees 03 Minutes 26 Seconds West, a distance of 41.48 Feet to a point on the southerly margin of Bridgecrest Drive; thence with said margin of Bridgecrest Drive, the following calls: North 80 Degrees 47 Minutes 50 Seconds West a distance of 84.88 Feet to a point; thence around a curve to the left through a central angle of 07 Degrees 59 Minutes 58 Seconds, an arc distance of 295.32 Feet, a chord bearing of North 84 Degrees 47 Minutes 50 Seconds West, a distance of 295.08 Feet to a point; thence North 88 Degrees 47 Minutes 49 Seconds West a distance of 215.00 Feet to a point; thence around a curve to the right through a central angle of 01 Degrees 54 Minutes 58 Seconds, an arc distance of 25.83 Feet, a chord bearing of North 87 Degrees 50 Minutes 20 Seconds West, a distance of 25.83 Feet to a point; thence leaving said margin of Bridgecrest Drive, and with a new line, severing said Double M Partners' Property, the following calls: North 03 Degrees 07 Minutes 09 Seconds East a distance of 157.64 Feet to a point; thence North 33 Degrees 28 Minutes 53 Seconds West a distance of 81.64 Feet to a point; thence North 03 Degrees 13 Minutes 07 Seconds West a distance of 136.81 Feet to a point; thence North 05 Degrees 47 Minutes 49 Seconds West a distance of 208.12 Feet to a point; thence North 78 Degrees 26 Minutes 01 Seconds East a distance of 139.26 feet to a point; thence around a curve to the left through a central angle of 05 Degrees 26 Minutes 55 Seconds, an arc distance of 27.16 Feet, a chord bearing of North 14 Degrees 17 Minutes 27 Seconds West, a distance of 27.15 Feet to a point; thence North 72 Degrees 59 Minutes 05 Seconds East a distance of 151.35 Feet to a point; thence North 84 Degrees 12 Minutes 11 Seconds East a distance of 135.00 Feet to a point; thence South 87 Degrees 20 Minutes 40 Seconds East a distance of 108.98 Feet to a point; thence South 57 Degrees 57 Minutes 27 Seconds East a distance of 129.71 Feet to a point; thence North 33 Degrees 11 Minutes 58 Seconds East a distance of 187.38 Feet to a point; thence North 21 Degrees 37 Minutes 33 Seconds West a distance of 370.90 Feet to a point; thence North 70 Degrees 53 Minutes 13 Seconds East a distance of 127.66 Feet to a point on the southerly margin of an unnamed 50' public right-of-way; thence with said right-of-way, the following calls: South 19 Degrees 06 Minutes 47 Seconds East a distance of 50.00 Feet to a point; thence South 22 Degrees 57 Minutes 03 Seconds East a distance of 191.52 Feet to a point; thence South 37 Degrees 24 Minutes 12 Seconds East a distance of 70.72 Feet to a point; thence South 46 Degrees 45 Minutes 04 Seconds East a distance of 73.50 Feet to a point; thence South 55 Degrees 04 Minutes 50 Seconds East a distance of 62.70 Feet to a point; thence South 63 Degrees 04 Minutes 35 Seconds East a distance of 188.71 Feet to a point on the existing westerly right-of-way of Rural Hill Road; thence with said existing right-of-way, the following calls: Around a curve to the left through a central angle of 31 Degrees 11 Minutes 57 Seconds, an arc distance of 166.06 Feet, a chord bearing of South 30 Degrees 52 Minutes 02 Seconds West, a distance of 164.02 Feet to a point; thence South 15 Degrees 16 Minutes 03 Seconds West a distance of 199.79 Feet to a point; thence around a curve to the right through a central angle of 27 Degrees 46 Minutes 55 Seconds, an arc distance of 250.24 Feet, a chord bearing of South 29 Degrees 09 Minutes 32 Seconds West, a distance of 247.79 Feet to a point; thence South 43 Degrees 02 Minutes 58 Seconds West a distance of 76.26 Feet to a point; thence around a curve to the left through a central angle of 37 Degrees 10 Minutes 07 Seconds, an arc distance of 206.37 Feet, a chord bearing of South 24 Degrees 27 Minutes 55 Seconds West, a distance of 202.77 Feet to a point; thence South 05 Degrees 52 Minutes 51 Seconds West a distance of 152.24 Feet to a point; thence around a curve to the left through a central angle of 39 Degrees 56 Minutes 12 Seconds, an arc distance of 193.56 Feet, a chord bearing of South 14 Degrees 05 Minutes 17 Seconds East, a distance of 189.67 Feet to a point; thence South 34 Degrees 03 Minutes 23 Seconds East a distance of 139.78 Feet to a point; thence around a curve to the right through a central angle of 34 Degrees 36 Minutes 31 Seconds, an arc distance of 158.80 Feet, a chord bearing of South 16 Degrees 45 Minutes 07 Seconds East, a distance of 156.40 Feet to the point of beginning, containing 739,052 square feet or 16.966 acres, more or less.

EXHIBIT "B"