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					BURLINGTON EXECUTIVE CENTRE OFFICE CONDOMINIUMS
DECLARATION OF MASTER DEED


The Burlington Executive Centre, LLC, a Kentucky limited liability
company, hereby expressly declares, through the filing for recordation of
this Master Deed, which sets forth the particulars enumerated by Kentucky
Revised Statutes ("KRS") § 381.835, its desire to submit the real
property described in Exhibit A attached hereto and incorporated herein
to the regime established by KRS §§ 381.805 through 381.910.

ARTICLE I

Section 1. Definitions. The following words when used in this Declaration
shall have the following meanings:

(a) "Board" shall be the Board of Directors appointed or elected pursuant
to this Master Deed, the Articles of Incorporation and the By-laws;
(b) "By-laws" shall be the By-laws attached hereto as Exhibit B and
incorporated herein, as they may be amended from time to time pursuant to
this Master Deed and such By-laws;
(c) "Common Areas" are the general and limited common elements of the
Project and shall mean and include the following:
(i)
the land within the boundaries described in Exhibit A;
(ii)
the foundations, main walls, roof, halls, lobbies, stairways, entrances
and exits, or communication ways of buildings erected at the Property;
(iii)
landscaping on the land described in clause (i) above;
(iv)
facilities for administration or maintenance of the Project;
(v)
compartments or installations for central services such as for energy,
communications or utilities;
(vi)
all devices, installations and equipment existing for common use;
(vii)
facilities and easements available for the common use, in part or in
whole
of the Project;
(viii)
all other elements of or on the Property rationally of common use or
necessary to the safety of the occupants of the Project and the existence
and upkeep of the Project; and
(ix) those areas not included within any of the Units.
The Common Areas shall remain undivided and shall not be the object of an
action for partition or division of the co-ownership.

(d) "Common Expenses" shall mean, refer to, and include all charges,
costs and expenses incurred for and in connection with the administration
of the Project, including, without limitation thereof, operation of the
Project, maintenance, repair, replacement and restoration (to the extent
not
covered by insurance) of the Common Areas; the costs of any additions and
alterations thereto; all labor, services, common utilities, materials,
supplies, and equipment therefor; all liability for loss or damage
arising out of or in connection with the Common Areas and their use; all
premiums for hazard, liability and other insurance with respect to the
Project; all costs incurred in acquiring a Unit pursuant to judicial
sale; and all administrative, accounting, legal, and managerial expenses
incurred in connection with the administration of the Project. "Common
Expenses" shall also include the cost of operation, maintenance,
improvement, and replacement of the recreational facilities and equipment
of the Project. "Common Expenses" shall also include amounts incurred in
replacing, or substantially repairing, capital improvements of the
Project, including, but not limited to, roof replacement, and road,
driveway and parking lot resurfacing. "Common Expenses" shall also
include all reserve funds or other funds established by the Corporation.
(e) "Condominium Project" or "Project" shall mean and refer to the
Property, as it is developed, improved and expanded pursuant to this
Master Deed and the recorded floor plans and other plans for the
Property, as they may be amended from time to time, and which shall be
known as the “Burlington Executive Centre Office Condominiums”.
(f) "Corporation" is the Burlington Executive Centre Council of Co-
Owners, Inc., a Kentucky nonprofit, nonstock corporation, the members of
which are all of the Members and, until the expiration of the Developer
Control Period, Developer. A copy of the Articles of Incorporation of the
Corporation is attached hereto as Exhibit C and incorporated herein.
Owners.
(g) "Council" is the Council of Co-owners and shall mean and refer to all
of the
(h) "Declaration" or "Master Deed" shall mean and refer to this
instrument establishing the condominium regime for the Project. It also
includes amending and supplementary instruments as from time to time
filed for recording with the Boone County, Kentucky Clerk.

(i) "Developer" is Burlington Executive Centre, LLC, a Kentucky limited
liability company, and those of its successors and assigns to which its
rights and its powers of attorney as "Developer" under this Master Deed
have been specifically and expressly assigned and delegated. It is the
original and initial developer, but it may designate, in writing, a
successor developer.
(j) "Developer Control Period" shall be the period commencing on the date
of filing for recording of this Master Deed in the office of the County
Clerk in the county in which the Property is located, and ending on the
earlier of (i) the twentieth anniversary of such filing, or (ii) the date
the Developer relinquishes control, as evidenced by filing in such County
Clerk's office a statement referring to this Master Deed and reciting
that Developer relinquishes control.

(k) "Limited Common Areas" or "Limited Common Elements" means and refers
to those Common Areas which are reserved by this Declaration, by the
floor plans recorded in the office of the County Clerk in the county in
which the Property is located, by the Developer, by the Board or by
agreement of all of the Owners, for the use of a particular Unit or
Units, to the exclusion of the other Units.
Limited Common Areas may include garages, parking spaces, storage spaces,
balconies/porches, heat pumps, air conditioning compressors and all other
apparatus and installations built or designed to serve only a certain
Unit or a certain group of Units. Each Owner shall be entitled to an
appurtenant interest in and the exclusive use and possession of those
Limited Common Areas, if any, reserved to that Owner's Unit or an
appurtenant interest in and the use and possession of those Limited
Common Areas, if any, reserved to the group of Units to which that
Owner's Unit belongs, in common with each Owner of a Unit in such group
of Units. The fee ownership of all Limited Common Areas, however, is
vested in all Owners.
(l) "Member" shall mean and refer to all Owners who are Members of the
Council as provided in Article 4 hereof and of the Corporation.
(m) "Owner" shall mean and refer to the owner, whether one or more
persons or other legal entities, of a fee simple title to any Unit which
is a part of the Project, including those who are vendors under a
contract for the sale and purchase of such Unit, as evidenced by the
records of the County Clerk of the county in which the Property is
located, but excluding those having such interest merely as security for
the performance of an obligation.
(n) "Property" shall have the meaning ascribed to it in Article 2.
(o) "Rules and Regulations" shall mean and include the rules and
regulations adopted and identified as such from time to time by the
Developer or Board.
(p) "Unit" shall mean and refer to each area identified as a condominium
unit upon the recorded floor plans of the building or buildings located
on the Property, as such plans may be modified during construction of
such building or buildings, and as such plans are certified to be
accurate plans of such buildings as actually constructed by a registered
architect or engineer in accordance with KRS §381.835. "Unit" shall
further mean an enclosed space as measured from interior unfinished
perimeter surfaces consisting of one or more rooms occupying all or part
of a floor or floors in a building of one or more floors or stories,
provided the Unit has a direct exit to a thoroughfare or to a given
Common Area or space leading to a thoroughfare. A "Unit" includes any
halls, stairs, stairways or basements located within the perimeter
boundaries of a Unit and serving only that Unit. When applicable for the
sense of this instrument, the singular should be read as including
the plural and the male, female, and neuter pronouns and adjectives
should be read as interchangeable.

ARTICLE 2


Section 1. Property Subject to Initial Declaration. A description of the
real property (the "Property") and of the building or buildings in which
the Units are located, is contained in Exhibit A. Exhibit A also contains
the area of the Property and of the building or buildings included or to
be included in the Project. Additional Property may become a part of the
Project pursuant to Section 5 of this Article from time to time, and the
term Property as used herein shall include such property from and after
the time it becomes a part of the Project pursuant to Section 5 of this
Article.
Section 2. Description and Number of Units. The general description of
and the number identifying each Unit, its area, location, and any other
data necessary for its identification, is contained in Exhibit D,
attached hereto and incorporated herein. Additional Units may become a
part of the Project pursuant to Section 5 of this Article.

Section 3. Floor Plans. There has been filed in the office of the County
Clerk in the county in which the Property is located a set of floor plans
of the building or buildings included in the Project, showing the
layout, location, Unit numbers, and dimensions of the Units, stating the
name of the Project, and bearing (i) the verified statement of a
registered architect or professional engineer certifying that such plans
are an accurate copy of the plans of the building or buildings to be
included in the Project as filed with and approved by the city or county
officer having jurisdiction over the issuance of permits for the
construction of buildings, or (ii) that such plans fully and accurately
depict the layout, location, Unit numbers, and
dimensions of the Units as built. The floor plans are recorded by such
Clerk at Plat Cabinet __________________________________, Slide(s)
__________________________________________.

Section 4. Percentage of Common Interest. Appurtenant to each Unit is
that Unit's percentage of common interest, as set forth in Exhibit D.
This percentage is computed by dividing the useable floor area of each
Unit by the useable floor area of all the Units. Except as otherwise
stated in this Master Deed and except as otherwise provided by Kentucky
law, the percentage of common interest in the Project is permanent and
shall not be altered without the acquiescence of the Owners of all the
Units of the Project. Provided, however, that if certain Units which are
presently unfinished are later subdivided and/or finished, the percentage
of common interest may be recomputed by the Developer based on such
subdivision or finish.
IF THIS PROJECT IS EXPANDED PURSUANT TO SECTION 5 OF THIS ARTICLE, THE
PERCENTAGE OF COMMON INTEREST APPURTENANT TO EACH UNIT MAY BE RECOMPUTED
WITH THE ACQUIESCENCE OF THE OWNERS OF ALL OF THE UNITS IN THE PROJECT,
AS IT IS EXPANDED, PURSUANT TO THE POWER OF ATTORNEY GIVEN IN THIS
DECLARATION.

Section 5. Expandable Project. THIS IS AN EXPANDABLE CONDOMINIUM PROJECT.
Additional buildings and real property may become a part of this Project
and the Property at the option of the Developer as follows:

(a) The Project, as fully expanded, shall not include more than Two
Hundred (200) Units.

(b) If the Project is expanded from time to time, any additional group of
Units (a "section") and any real property added to the Property will be
located on and be a part of the real property adjacent to the Project.
(c) The Project, as fully expanded shall not have more than five (5)
sections.
(d) Additional Units and real property shall be added to the Project and
made subject to the regime established by this Master Deed upon filing
for recording with the County Clerk of the
county in which the Property is located an amendment to the Master Deed
identifying such Units and real property and specifically incorporating
such Units and real property in the Project. Such Units shall not be
so incorporated in the Project until each are suitable for occupancy as
evidenced by a certificate of occupancy issued by the governmental
authority having jurisdiction over the issuance of permits for
construction.
(e) The percentage of common interest appurtenant to each Unit shall be
recomputed upon amendment to this Master Deed as provided in subsection
(d) above by dividing the floor area of each Unit in the Project, as
expanded by such amendment, by the floor area of all the Units included
in the Project, as expanded by such amendment.
(f) By acceptance of a deed conveying title to a Unit or any interest
therein or otherwise accepting a transfer of any such interest, each
Owner, and all those claiming by, through or under each Owner, including
any mortgagee of all or part of a Unit, are deemed to have appointed
Developer such Owner's or other person's attorney in fact for the
Developer Control Period for the purpose of executing on behalf of such
Owner and all those claiming an interest in the Project, any such
agreements, documents, amendments, or supplements which may be required
in the judgment of the Developer to expand the Project pursuant to this
Master Deed or to recompute the percentage of common interest as a result
of a subdivision or finish of a Unit. Such power of attorney, and every
other power of attorney and proxy granted pursuant to this Master Deed is
expressly declared and acknowledged to be coupled with an interest in the
subject matter hereof and shall be irrevocable. Further, such powers of
attorney and proxies shall not be affected by the death or disability of
any principal. The Developer reserves from the date hereof an interest in
the Project, as it may be expanded, as is necessary to make the powers of
attorney granted pursuant to this Master Deed be coupled with an interest
and be irrevocable during the Developer Control Period. The power of
attorney granted pursuant to this section includes the right to recompute
pursuant to this Master Deed the percentage of common interest
appurtenant to each Unit. All powers of attorney and proxies granted
pursuant to this Master Deed shall be effective and binding whether or
not any of them are specifically granted in any deed or other instrument.
Each Owner and other persons claiming by, through or under such Owner, by
acceptance of a deed conveying title to a Unit, or any interest therein,
or otherwise accepting a transfer of such interest, shall be deemed to
have agreed to
(i) execute any instrument deemed desirable by Developer to evidence and
confirm any power of attorney or proxy granted herein and/or to evidence
and confirm acquiescence in the expansion of the Project and the Property
and the recomputation of percentages of common interest appurtenant to
each Unit in the Project as provided herein, and (ii) not to exercise in
such Owner's or other person's own right any power or rights included
within the powers of attorney and proxies granted pursuant to this Master
Deed to Developer.

(g) None of the real property adjacent to the Project shall be considered
a part of the Project or in any way subject to this condominium regime,
until it has been specifically made apart of the Project by filing for
recording an amendment to this Master Deed particularly describing the
real property affected. Each such amendment shall be filed in the office
of the County Clerk in the county in which the Property is located.

ARTICLE 3

Section 1. Easement for Encroachments. Any building or buildings, any
utility lines, and any other improvements as originally constructed shall
have an easement to encroach upon any Unit or Common Areas to the extent
such improvements as actually constructed deviate from floor plans
ecorded in the office of the County Clerk for the county in which the
Property is located prior to the actual construction of such improvements
and to the extent such improvements result from building or improvement
settling or movement or from alterations or additions made from time to
time pursuant to this Master Deed with the authorization of the Board as
long as such alteration or addition does not materially diminish the area
or alter the location of any Unit or the Common Areas.

If by reason of the construction, repair, restoration, partial or total
destruction and rebuilding of any building, buildings or other
improvements constituting a part of the Property, any part of
the Common Areas shall encroach upon any part of a Unit, or any part of a
Unit shall encroach upon any part of the Common Areas, or any part of a
Unit shall encroach upon any part of any other Unit, or if by reason of
the design or construction or rebuilding of any utilities system within
the Project any pipes, ducts, or conduits serving a Unit shall encroach
upon any other Unit, easements in favor of the Unit or the Council, as
the case may be, for the maintenance of any such encroachment are hereby
established, granted and/or reserved.

Section 2. Unit's Utility Easements. Nonexclusive easements are granted
in favor of each Unit to and throughout the Common Areas as may be
necessary as determined by the Board for the use of water, gas,
sewer, power, communication, cable television and other utilities and
services, now or hereafter existing.

Section 3. Utility Easements. Nonexclusive easements are reserved and/or
granted hereby in favor the Developer and the Council through the Units
and the Common Areas for the purpose of installing, laying, maintaining,
repairing and replacing any pipes, wires, ducts, conduits, equipment,
utility, power or communication lines or equipment, or other components
through the walls, floors and ceilings of each Unit and throughout the
Common Areas.

Section 4. General Easement. A nonexclusive easement is hereby reserved
and/or granted in favor of the Developer and the Council in, on, over and
through the Common Areas and the Units for the purposes of maintaining,
cleaning, repairing, improving, regulating, operating, policing,
replacing and otherwise dealing with the Common Areas, including all
improvements thereon.

Section 5. Access Easement. Appurtenant to each Unit is a nonexclusive
easement for pedestrian and vehicular ingress and egress to and from any
such Unit to and from a thoroughfare over improvements in
Common Areas and/or Limited Common Areas designed for such purpose,
including such walkways, driveways, or other ways as are designated by
the Board from time to time.

Section 6. Use of Easement. Any use of the rights and easements granted
and reserved in this Article shall be reasonable. If any damage,
destruction, or disturbance occurs to a Unit or the Common Areas or any
portion thereof as a result of the use of any easement or right, the Unit
or Common Areas shall be restored by the Corporation promptly in a
reasonable manner at the expense of the person or persons making the
use of the easement or right that resulted in the damage, destruction or
disturbance. Before beginning such restoration, the Corporation may
require that the person or persons so liable pay the Corporation the
amount the Corporation reasonably estimates such restoration will cost
the Corporation. Any liability to pay the cost or estimated cost of
restoration on the part of an Owner, together with costs of enforcement
of such liability, including attorneys' fees, may be collected as a
special assessment from such Owner and enforced against such Owner and
such Owner's Unit as provided in Article 5. No easement may be granted
or reserved across, through, over, or under any Unit or Common Area which
materially restricts ingress and egress to and from any Unit or Common
Area unless reasonable alternate ingress and egress is provided.

Section 7. Reservation of Access Easement by Developer. The Developer
reserves a nonexclusive easement for ingress and egress for both vehicles
and pedestrians, to and from any public street, road, land, walkway or
right-of-way and the real property from time to time owned by Developer
that is in the vicinity of the Property and is not then a part of the
Property, over those improvements at the Property, as it may be expanded
from time to time, designed for such purpose, including the streets,
sidewalks, bridges and other access ways in the Property. This easement
should be construed liberally in favor of the Developer in order to
facilitate the development of real property that may never be a part of
the Property.

Section 8. Reservation of Utility Easements by Developer. The Developer
reserves a nonexclusive easement over any and all sanitary sewer lines,
storm sewer lines, telephone lines, electricity or other power lines,
cable television lines and/or any other lines now or in the future
constructed at the Property, as it may be expanded, and over reasonable
locations designated by Developer, for utilities and/or other services to
benefit real property owned by Developer from time to time that is in the
vicinity of the Property and is not a part of the Property. This
reservation of easement shall be construed liberally in favor of
Developer to facilitate the development of real property that may never
be a part of the Property.

Section 9. [Reserved]

Section 10. Developer's Easements: General.

(a) The easements granted to and/or reserved by the Developer also
benefit and
bind any heirs, successors and assigns of Developer and their respective
guests, invitees, licensees or lessees.
(b) The easements granted and/or reserved for Developer bind and affect
any real property now or hereafter a part of the Property, whether or not
the easement is specifically granted or reserved in any present or future
instrument.

Section 11. Easements to Run with Land. All easements and rights
described in this Article touch and concern the land, shall run with the
land, and at all times shall inure to the benefit of and be binding on
the Developer, its successors and assigns, and any Owner, purchaser,
mortgagee, and other person or entity now or hereafter having any
interest in the Project, or any part or portion of it, as the case may
be.

Section 12. Power of Attorney to Execute Instruments. Each Owner, and all
those claiming by, through or under each Owner, by acceptance of a deed
conveying title to a Unit or any interest therein, or otherwise accepting
a transfer of any such interest irrevocably appoints Developer, through
the time of the Developer Control Period, and thereafter, the orporation,
such Owner's or other person's attorney in fact, coupled with an
interest, and authorizes, directs and empowers such attorney, at the
option of the attorney, to execute, acknowledge and file for recording
for and in the name of such Owner and all those claiming by, through or
under such Owner such deeds or other instruments as Developer or the
Corporation, as the case may be, may deem appropriate to evidence and
confirm the easements reserved and/or granted in this Master Deed and
otherwise to effect the purpose of this Article. Any such easements may
be assigned and/or granted by Developer or the Council, as the case may
be, to any utility or service company.

ARTICLE 4

Section 1. Voting; Developer's Proxy Rights.

Except as hereafter specified, each person, or if more than one person,
each group of persons, or entity who or which is an Owner with respect to
a given Unit and the Developer, until the expiration of the Developer
Control Period, shall be a Member of the Council and of the Corporation.
Each Member shall be entitled to one vote for each Unit for which he,
she, it, or such group is a Member, and, in the case of Developer, six
(6) votes per Unit owned by Developer. In the event that more than one
person, group of persons, or entity is an Owner of a given Unit, each
Owner or such group shall be deemed a constituent of the Member with
respect to such Unit and the vote for each such Unit shall be exercised
as a majority in interest of the Owners of such Unit, or if no majority
exists, as all of the Owners of such Unit may unanimously determine, if
at all and if that is not possible the Unit shall be deemed to have no
vote as to the matter under consideration. Except in the case of
Developer, in no event shall more than one vote be cast with respect to
any Unit. No Member, except for Developer, is entitled to vote until the
Owner or all the Owners who or which constitute the Member shall have (i)
filed the instrument evidencing ownership of such Member's Unit for
recording in the office of the County Clerk in the county in which this
Master Deed is recorded and (ii) delivered a copy of such instrument to
the Corporation.

Notwithstanding the foregoing, except in the case of the Developer, the
Owner(s) of a Unit that has been vacant for the sixty (60) day period
preceding the date of the vote shall be entitled to only one-half (1/2)
of a vote. In addition, it shall be permissible for the Owner of a Unit
that has leased a Unit to a permitted lessee in good standing under the
lease, this Master Deed, the By-Laws and Rules and Regulations to assign
one-half (1/2) of one vote for that respective leased Unit to the Lessee.

Notwithstanding the foregoing paragraph or any other provision of this
Master Deed, any By-Laws or any Rules and Regulations that might be
construed to the contrary, the entire administration and operation of
the Project, including without limitation the adoption and amendment of
this Master Deed, the articles of the Corporation, any By-Laws or any
Rules and Regulations, the assessment for and levy of Common Expenses,
all other assessments, the collection of all assessments, and all other
matters relating to the administration, operation and governing of the
Project, shall be vested in the Developer until the expiration of the
Developer Control Period. Until such expiration occurs, the By-laws shall
provide and shall be deemed to provide that the Developer shall possess
the irrevocable proxy of each Member to cast the vote of each Member for
any vote of the Members to adopt, modify or amend this Master Deed, the
articles of the Corporation, any By-Laws or any Rules and Regulations and
to vote as a Member of the Corporation. Neither Developer nor any
director of the Board shall be liable to the Council, any Member or any
Owner for the exercise of any discretion as long as such director in good
faith believed any such exercise benefited the Council, even if such
exercise may also benefit Developer. Acts or omissions pursuant to this
Master Deed or the By-laws by Developer or any director that is a member
of the Board shall not be deemed a breach of any duty of loyalty. The
Council shall indemnify Developer, Developer's officers and agents and
any members of the Board and hold each of them harmless from and against
any and all liability, cost, damage or expense including attorneys' fees,
incurred by any of them in exercising any discretion permitted under this
Master Deed in good faith for the benefit of the Council or otherwise
fulfilling any duty under this Master Deed or the By-laws, except to the
extent such liability, cost, damage or expense arises solely from the
gross negligence or intentional misconduct of any of them respectively.
EACH MEMBER AND EACH OWNER THAT IS A MEMBER GRANTS THE DEVELOPER THIS
IRREVOCABLE PROXY BY ACCEPTING A DEED CONVEYING FEE TITLE TO A UNIT OR
ANY OTHER INTEREST THEREIN, OR OTHERWISE ACCEPTING A TRANSFER OF SUCH
INTEREST. THIS PROXY MAY BE USED BY THE DEVELOPER TO AMEND THIS MASTER
DEED. THE PROXY RIGHTS OF THE DEVELOPER MAY BE ASSIGNED BY THE DEVELOPER
WITHOUT THE CONSENT OF THE MEMBERS OR OWNERS.

Section 2. Grant of Rights of Co-Owners to Corporation. Effective with
the filing of this Master Deed for recording in the office of the County
Clerk in which the Property is located, Developer as the sole Owner of
all of the Units, and consequently as the Council, hereby

(i) assigns and grants to the Corporation all of its rights as the
Council under KRS § 381.860 to administer the Project pursuant to the By-
laws and to amend the By-laws, § 381.870 to make assessments, § 381.883,
to enforce assessment liens and to recover money judgments for unpaid
assessments, § 381.885 to acquire insurance protection and § 381.890 to
borrow funds to cover costs of reconstruction or repair.
(ii) adopts the By-laws as the By-laws of the Council and of the
Corporation.
Section 3. Organizational Meeting. At the end of the Developer Control
Period, Developer shall call a special meeting of the Members of the
Corporation for the purpose of electing new members of the Board.

Section 4. Obligations of Corporation. By executing this Master Deed, the
Corporation agrees with the Owners, and the heirs, successors and assigns
thereof, (i) to administer the Project as provided in the Bylaws and this
Master Deed, as they may be amended from time to time pursuant to the By-
laws and this Master Deed, and (ii) to exercise the rights granted to the
Corporation pursuant to Section 2 above.

Section 5. Unenforceability of Delegation to Corporation or the Board. In
the event any judgment or decree shall be entered by a court of competent
jurisdiction declaring that the assignment and grant of rights and
delegation of duties of the Council to the Corporation is unenforceable
or contrary to public policy in whole or in part, to the extent such
assignment, grant or delegation is unenforceable or contrary to public
policy, each reference in this Master Deed to the Corporation shall be
deemed to be a reference to the Council, and the Council shall have been
deemed to have ratified all acts of the Developer, the Corporation and/or
the Board as having been done on behalf of and with the authority of the
Council.

ARTICLE 5,

Section 1. Covenant for Assessments. The proportionate share of the Owner
or Owners of a particular Unit in the common surplus and the Common
Expenses of the Project is equal to the percentage of common interest in
the Common Areas appurtenant to such Unit, unless modified by the Board
or Developer pursuant to Section 3 (b) hereafter. Each person and/or
entity who becomes an Owner, whether or not it shall be so expressed in
any such deed or other form of conveyance, shall be deemed to covenant
and agree, jointly and severally if more than one Owner owns a given
Unit, to pay to the Corporation the Unit's share of assessments as fixed,
established, and collected from time to time as hereinafter provided. All
assessments, together with interest thereon from the date of assessment
at a rate equal to the lesser of (i) the maximum allowable rate from time
to time payable under any applicable usury or consumer protection
statute in effect from time to time or (ii) eighteen (18%) percent per
annum and costs of collection thereof (including a lien preparation
charge, filing fees, court costs, and reasonable attorneys' fees) shall
be a charge and a continuing lien upon the Unit against which the
assessment is made, and shall also become and be the personal obligation,
of the Owner or Owners of the Unit as of the time when the assessment
falls due.

Section 2. Maintenance Agreements With Other Owners or Associations. The
Developer or Council, may enter into agreements with Owners, councils of
other condominium regimes or Associations of Owners of other property
situated adjacent to the Project in order to provide for the general
maintenance, repair and upkeep of the signs, landscaping, sidewalks,
lakes, ponds, streets, lighting and other common facilities located
within the Project.

Any expense assessed to the Council under this Section shall be onsidered
a Common Expense and shall be assessed to each Unit Owner as provided in
this Article.

Section 3. Determination of Annual Assessment; Reserves; Special
Assessments.

(a) The Board or Developer shall, from time to time, but not less than
once every twelve (12) months, determine the amount of the assessment
(the "Annual Assessment") necessary to defray the Common Expenses the
Board or Developer shall estimate the Corporation shall incur for a given
period not to exceed twelve (12) months following such determination.
When levying the Annual Assessment, the Board or Developer should include
both (A) those funds it estimates shall be required during the period for
general operating purposes, (B) those reserve funds it estimates shall be
necessary for future capital improvements and (C) any surplus of Annual
Assessment collected and unused to pay Common Expenses during the
previous Annual Assessment period.

(b) The Owner or Owners of each Unit are jointly and severally liable to
pay to the Corporation as the proportionate share (the "Proportionate
Share") with respect to such Unit that amount of the Annual Assessment
computed by multiplying such Unit's percentage of the common interest in
the Common Areas of the Project by the amount of the total Annual
Assessment. Notwithstanding anything contained in this Declaration to the
contrary, to the extent permitted by law, for any unoccupied Unit owned
by the Developer, the Developer is only liable for fifty percent (50%) of
the Proportionate Share of the Annual Assessment which it would otherwise
have to pay with respect to the Unit. When such Unit becomes occupied,
the Developer must begin paying its full Proportionate Share of the
Annual Assessment with respect to such Unit. In addition, notwithstanding
the foregoing and in lieu of the foregoing, the Board or Developer during
the Developer Control Period (in its sole reasonable discretion) may
through the Rules and Regulations adopt any reasonable method of
allocating the Common Expenses and Annual Assessment Proportionate Share
among the Owner or Owners of each Unit. Such methods might include,
but are not necessarily limited to, the Board or Developer, as the case
may be, determine a cost per square foot of overall operations of the
Project on an annual basis and multiplying that square foot amount by the
number of square feet per Unit. In addition, the Board or Developer may,
in its reasonable sole discretion, allocate Common Expenses equally per
Unit, if the Board or Developer believes, in its reasonable sole
judgment, this is equitable and in the best interest of the Project. In
addition, the Board or Developer may, in its reasonable sole discretion,
allocate Common Expenses disproportionately among Owners and Units
based upon what the Board or Developer believes to be disproportionate
use. For example, but not by way of limitation, it is anticipated one or
more Units may utilize Common Area utilities for heating and air
conditioning. The Owner or Owners of these Units therefore shall pay an
additional amount in Common Expense or Annual Assessment, determined in
the sole reasonable discretion of the Board or Developer, in order to
reimburse the Corporation for the Units' use of such utilities.
(c) The Board or Developer from time to time may levy special assessments
for the benefit of the Project, except that for any assessment to defray
the cost of any capital improvements to the Project, the incurring of
such costs by the Corporation shall have been approved by a majority vote
of the Members. A special assessment may be levied against one Unit, or a
group of Units or all of the Units, as circumstances reasonably warrant
according to the Unit or Units benefited by the assessment. If the
assessment is apportioned among Units, the method of apportionment shall
be equitable, as determined in the discretion of the Board or Developer.
(d) If the Project is expanded during a given year and additional Units
are included in the Project, the Board or Developer shall adjust the
Annual Assessment to reflect the increased Common Expenses it estimates
will result from such expansion and the Owners, including the Owners of
the new Units resulting from the expansion, shall be liable for the
Proportionate Share of each computed as provided in this section from the
time the amendment to this Master Deed is filed for recording with the
County Clerk to effect such expansion.

Section 4. Billing. The Corporation shall inform each Owner or Owners of
each Unit of the amount of the Proportionate Share of the Annual
Assessment due with respect to such Owner's or Owners' Unit. The
Owners of each Unit must pay one twelfth of such Proportionate Share in
advance on the day of each calendar month prescribed from time to time by
the Corporation. Payment is to be made at such an address as the Board
determines. Special Assessments which may be levied by the Board from
time to time as provided in this Master Deed or as the Board may find
reasonably necessary are due thirty (30) days after the bill for the
Special Assessment or share thereof has been mailed or otherwise sent out
by the Corporation unless the Board otherwise directs. Assessments shall
be pro-rated at closing to the date of closing for Unit sales from the
Developer. Buyers of Units may also be required to pay a capital
contribution to the Corporation.

Section 5. Limited Common Area Assessment. An additional assessment may
be made by the Board against any Unit to pay any expense incurred with
respect to a Limited Common Area benefiting that Unit. The assessment
should be apportioned equitably among the Units benefiting from the
Limited Common Area as determined by the Board.

Section 6. Assessment Certificate. The Corporation shall at any
reasonable time, with reasonable prior written notice, furnish to any
Owner liable for an assessment a certificate in writing signed by an
officer or other authorized agent of the Corporation, setting forth the
status of said assessment, whether payment thereof is current or
delinquent and the amount due, if any.

Section 7. Non-Payment of Assessment. Any portion of any assessment
(including special or additional assessments) or Proportionate Share
thereof levied pursuant to this Master Deed which is not paid on the
date when due shall be delinquent and shall, together with such interest
and other costs as set out elsewhere in this Master Deed, thereupon
become a continuing lien upon the Unit which shall bind the Unit.

If any portion of any assessment or Proportionate Share thereof is not
paid within thirty

(30) days after the due date thereof, the Corporation on behalf of the
Council, may bring an action at law against the Owner or Owners
personally obligated to pay the same and/or foreclose the lien against
the Unit, in either of which events interest, costs and reasonable
attorneys' fees shall be recoverable. No Owner may escape liability for
any portion of any assessment or such Owner's Proportionate Share thereof
by non-use or waiver of use of the Common Areas or any abandonment of
such Owner's Unit. The lien for unpaid portions of assessments or
Proportionate Share thereof set forth above shall attach not only to the
Unit but also to the percentage of common interest in the Common Areas
appurtenant to the Unit, including any funds held in trust for the
benefit of the Unit.

Section 8. Priority of Lien. The lien provided for in this Article shall
take priority over any lien or encumbrance subsequently arising or
created, except liens for real estate taxes and assessments and liens
of bona fide first mortgages which have been filed of record in the
office of the County Clerk in the County in which the Project is located
before notice of lien provided in this Article has been filed of record
in the office of such County Clerk and may be foreclosed in the same
manner as a mortgage on real property. Reasonable attorneys' fees, court
costs and collection costs are recoverable as part of the amount the lien
secures. In any such foreclosure action, the Corporation, or, if required
by applicable law, the Corporation on behalf of the Council, shall be
entitled to become a purchaser at the foreclosure sale and may bid the
amount of its lien at such sale.

Section 9. Disputes as to Common Expenses; Adjustments. Any Owner who
believes that the portion of any assessment or Proportionate Share
thereof chargeable to his or her Unit, for which an assessment lien
has been filed, has been improperly charged against his or her Unit, may
bring action in an appropriate court of law and such shall be such
Owner's sole remedy. Such Owner may not withhold any payment for
any portion of such assessment or Proportionate Share thereof during the
pendency of any such action or for any reason. The Board or Developer in
its reasonable discretion may adjust the assessment for any Unit
based upon its consideration of the number of occupants in the Unit or
other excessive use of the Unit, accessibility of the Unit to Limited
Common Areas and/or use by that Unit of Common Area resources, such
as but not limited to utilities. The Board in its discretion may abate or
reduce a Unit's assessment for a reasonable period of time during which a
Unit is uninhabitable through no fault of the Owner as a result of
damage or destruction.

Section 10. Purchaser at Foreclosure Sale Subject to Declaration, By-Laws
and Rules and Regulations.
Any purchaser of a Unit at a foreclosure sale shall automatically become
a Member and shall be subject to all the provisions of this Master Deed,
the By-Laws and the Rules and Regulations.

Section 11. Non-Liability of Foreclosure Sale Purchaser for Past Due
Common Expenses. When the mortgagee of a first mortgage of record in the
office of the County Clerk in the county in which the Project is
located or other purchaser of a Unit acquires title to such Unit as a
result of foreclosure of such first mortgage or by deed in lieu of
foreclosure, such acquirer of title, its successors and assigns, shall
not be solely liable for the Proportionate Share of the Annual
Assessment, or other assessments or portions or installments thereof
chargeable to such Unit which became due prior to the acquisition of
title to the Unit by such acquirer. Instead, such unpaid Proportionate
Share of the Annual Assessment and other assessments shall be deemed to
be Common Expenses. The lien for unpaid assessments shall attach to
surplus proceeds of any judicial sale or against any payments made by
such first mortgagee to the Owner in the case of a deed in lieu of
foreclosure.

Section 12. Liability for Assessments Upon Voluntary Conveyance. The
personal obligation of each Owner to pay all portions of any assessments
against such Owner's Unit shall run with the land and be binding
upon any subsequent grantee who takes title through contract, operation
of law, or through any other method or instrument other than a
commissioner's deed or other court ordered deed executed in furtherance
of a judicial sale or a deed to a first mortgagee in lieu of foreclosure.
No Owner shall be released from the obligation of any such assessment,
but instead will be jointly and severally liable with such subsequent
grantee. Any such grantee or proposed grantee shall be entitled to an
assessment certificate as described elsewhere in this Article. This
section shall not prejudice the right of such grantee to recover from the
grantor the amounts paid by such grantee for the assessment which was
also the obligation of the grantor.

Section 13. Late Charge. The Board may make a reasonable late charge or
charges for any assessment, or installment of an assessment, not paid
when due. This late charge shall also be a part of the assessment
and shall also be a continuing lien upon the Unit and shall otherwise be
treated and collected in the same manner as the assessment.

Section 14. Miscellaneous.

(a) Each Owner has the sole responsibility of keeping the Corporation
informed of the Owner's current address if different from the address of
such Owner's Unit. Otherwise notice sent by the Corporation to the
address of Unit is sufficient for any notice requirement under this
Declaration.
(b) The lien under this Article 5 arises automatically, and no notice of
lien need be recorded to make the lien effective; however, the Board or
Developer may file a lien if it so chooses.
(c) The assessment lien includes without limitation all collection costs,
including demand letters, preparation of documents, reasonable attorneys'
fees, court costs, filing fees, and any other expenses incurred in
enforcing or collecting any assessment or portion thereof.
(d) If any Common Area, including any Limited Common Area, is
intentionally or negligently damaged or destroyed through the act or
omission of any Owner or anyone claiming by, through or under such Owner,
or any tenant, employee, guest, licensee or invitee of such Owner, the
Board may make an individual special assessment against such Owner or
Owners and such Owner or Owner's Unit for the expenses incurred in making
repairs to any Common Areas exclusive of Limited Common Area, and if such
Owner fails to repair such Limited Common Area, repairs to such Limited
Common Area, and in making and/or enforcing such assessment, including
reasonable attorney's fees.
(e) This Section 13 applies to every type of assessment permitted under
this Master Deed.
ARTICLE 6

Section 1. General Insurance. The Corporation shall carry a master policy
of fire and extended coverage, vandalism, malicious mischief and
comprehensive general liability insurance, and if required by law,
workmen's compensation insurance with respect to the Project and the
Corporation's administration thereof in accordance with the following
provisions:

(a) The master policy shall be purchased by the Corporation for the
benefit of the Corporation, the Developer, the Council, the Owners and
their mortgagees as their interests may appear, subject to the provisions
of this Master Deed and the By-laws. The "master policy" may be made up
of several different policies purchased from different agencies and
issued by different companies.
(b) All buildings, improvements and other Common Areas of the Project and
all personal property owned by the Corporation shall be insured against
fire and other perils covered by a standard extended coverage ndorsement,
in an amount not less than the greater of (i) one hundred (100%) percent
of the replacement value thereof and (ii) the fair market value thereof,
as determined from time to time by the Board. The Board may elect to
carry insurance to cover such other perils as from time to time shall be
customarily covered with respect to buildings and improvements similar in
construction, location and use.

(c) The Board shall make reasonable efforts to obtain comprehensive
general liability insurance that contains cross-liability endorsements or
appropriate provisions to cover liability of the Owners, individually and
as a group (arising out of their ownership interests in the Common
Areas), and to each other Owner. The amount of the public liability
insurance shall be determined by the Board.
Section 2. Fidelity Insurance. The Corporation may obtain and maintain
fidelity coverage against dishonest acts on the part of officers and
employees of the Corporation, members of the Board and employees or
volunteers responsible for the handling of funds collected and held for
the benefit of the Council or the Corporation. The fidelity bond or
insurance must name the Council and the Corporation as the named
insureds and shall be written in an amount sufficient to provide
protection which is in no event less than the amount of the Annual
Assessment plus the amount all accumulated reserves and all other funds
held by the Corporation.

Section 3. Directors' and Officers' Errors and Omissions Insurance. The
Corporation may, in the Board's or Developer's discretion, obtain and
maintain insurance to protect itself and to indemnify any director or
officer of the Corporation past or present, against expenses actually and
reasonably incurred by any of them in connection with the defense of any
action, suit or proceeding, civil or criminal, in which any of them
are made a party by reason of being or having been such director or
officer, except in relation to matters as to which any of them shall be
adjudged in such action, suit or proceeding to be liable for gross
negligence or misconduct in the performance of duty to the Corporation,
the Council and/or any Owner. The Corporation may obtain such fuller
protection and indemnification for itself, the directors and officers as
the laws of Kentucky permit from time to time. The policy or policies
shall be in an amount to be reasonably determined by the Board.

Section 4. Premiums. All premiums upon insurance purchased by the
Corporation shall be Common Expenses.

Section 5. Proceeds. Proceeds of all casualty insurance policies obtained
and maintained on behalf of the Corporation and/or Council shall be
received by the Corporation or Council, as the case may be, for the use
of the owners and their mortgagees as their interest may appear except
that the proceeds of any casualty insurance received by the Corporation
or the Council, as the case may be, because of property damage shall be
applied to repair and reconstruction of the damaged property, except as
may otherwise be permitted by this Declaration. Each Owner and each
person claiming by, through or under such Owner, shall execute all
documents deemed necessary by the Board to transfer any such proceeds
paid to Council to the Corporation.

Section 6. Power of Attorney. Each Owner shall be deemed to appoint the
Corporation as such Owner's true and lawful attorney-in-fact to act in
connection with all matters concerning the maintenance of the master
policy or any other insurance policy obtained by the Corporation. Without
limitation of the generality of the foregoing, the Corporation as said,
attorney shall have full power and authority to purchase and maintain
such insurance, to collect and remit the premiums, therefor, to collect
proceeds and to distribute the same to the Corporation, the Council, the
Owners and their respective mortgagees as their interests may appear, to
execute releases of liability and to execute all documents and to do all
things on behalf of such Owners and the Project as shall be necessary or
convenient to the accomplishment of the foregoing; and any insurer may
deal exclusively with the Corporation in regard to such matters. This
power of attorney granted pursuant to this section shall be deemed to be
coupled with interest and irrevocable.

Section 7. Responsibility of Owner. The Corporation shall not be
responsible for procurement or maintenance of any insurance covering the
contents or the interior of any Unit (including, but not limited to,
all improvements such as the interior finished walls, ceilings and floor
coverings) or any other property that is not a part of the Common Areas
or the liability of any Owner for injuries in any Unit not caused by or
connected with the Corporation's operation, maintenance or use of the
Project. Each Owner shall obtain insurance coverage for the interior of
such Owner's Unit and personal property and in addition, shall obtain
comprehensive personal liability insurance covering such Owner's
liability for damage to persons or property of others located within such
Owner's Unit, or in another Unit in the Project or upon the Common
Areas, resulting from the negligence of such Owner, in such amounts as
shall from time to time be determined by the Board.

Section 8. Release. All policies of casualty insurance purchased pursuant
to this Article by either the Corporation or the individual Owners shall
provide for the release by the issuer thereof of any and all rights
of subrogation or assignment and all causes and rights of recovery
against any Owner, guest, licensee, invitee, employee or tenant of such
Owner, the Council, the Corporation, any officer or employee of the
Council or the Corporation, the Board and any member thereof and any
occupant of the Project, for recovery against any one of them for any
loss occurring to any insured property resulting from any of the
perils insured against under such insurance policy.

Section 9. Approximate Coverage. If any of the required insurance
coverage under this Article becomes or is impossible to obtain or can be
obtained only at a cost deemed unreasonable by the Board, the Board
shall obtain coverage which most closely approximates the required
coverage.

ARTICLE 7

Section 1. Reconstruction or Repair. If any part of the Project shall be
damaged by casualty, whether or not it shall be reconstructed or repaired
shall be determined as set forth in this Article.

Section 2. Lesser Damage. If at least thirty-three and one-third (33-
1/3%) percent of any building at the Project that is damaged is found by
the Board (in the Board's sole reasonable discretion) to be tenantable
after such damage, the portion of the damaged building included in the
Common Areas shall be reconstructed or repaired by the Corporation to as
good condition as such building was in prior to such damage.

Section 3. Major Damage. If more than sixty-six and two-thirds (66-2/3%)
percent of any building at the Project is damaged and is found by the
Board (in the Board's sole reasonable discretion) not to be tenantable
after the damage, whether the damaged property will be reconstructed and
repaired or the Project terminated shall be determined in the following
manner:

(a) Immediately after the damage occurs the Corporation shall obtain
reliable and detailed estimates of the cost to rebuild or repair the
Common Areas of such building so that such are in as good condition as
immediately prior to such damage.
(b) Immediately after the determination of the amount of insurance
proceeds available to the Council and/or the Corporation to defray the
cost of any such restoration or repair, the Corporation shall give notice
to all Owners of the casualty, the extent of the damage, the estimated
cost to rebuild or repair, the amount of insurance proceeds collected or
collectible for such purpose and the estimated amount of assessments
required to pay the excess of the cost of reconstructing or repair over
the amount of insurance proceeds collected or collectible for such
purpose. Such notice shall also call a special meeting of Members to be
held within thirty (30) days from the mailing of such notice. Unless the
Members holding at least 75% of the authorized votes vote to authorize
the Board to negotiate with the Owner or Owners of such damaged Unit or
Units for the Corporation, on behalf of the Council, to purchase the
interests of such Owner in the Project and such Units, the damaged Common
Areas included in such building shall be rebuilt or repaired so that such
are in as good condition as immediately prior to such damage.
(c) In the event that the Board is able to negotiate a contract for the
purchase of such damaged Units satisfactory to the Board providing for a
purchase price of not more than one hundred twenty percent (120%) of the
amount of insurance proceeds collected by the Council and/or the
Corporation as a result of such damage and providing for the transfer of
marketable and insurable fee simple title to all such Units and any other
interests of such Owners in the Project free, clear and unencumbered
except for nondelinquent installments of taxes and assessments, including
assessments under this Master Deed, and the terms of this Master Deed
within thirty (30) days after such special meeting, the Board shall at
its option (i) call a special meeting of the Members and shall resubmit
the issue of reconstruction and repair to such Members, in which event,
the Corporation shall rebuild and repair the damaged Common Areas of such
building or buildings as provided in this Article unless the Members
holding at least 75% of the authorized votes vote not to rebuild or
restore and, (ii) proceed to rebuild and repair the damaged Common Areas,
as provided in this Article.
(d) In the event the issue of repair and reconstruction is resubmitted to
the Members as provided herein by the Board and the Members so determine
not to rebuild or restore, the Board shall once again negotiate with the
Owners of the Units damaged for up to thirty (30) days after such special
meeting as provided herein and shall have the same options provided in
this section and repeat the same procedure in the event the negotiations
do not result in an agreement as provided above, until such time as
a decision is reached binding on both the Council and the Owners of the
damaged Units to either purchase such Unit or Units or to rebuild and
repair the Common Areas of such damaged buildings in which such
Units are located.
(e) In the event the Board determines to initiate the appraisal
procedure, it shall appoint an appraiser and shall notify the Owners of
such Unit or Units in such damaged building or buildings of such fact.
Within thirty (30) days after such notice, each Owner of a Unit or Units
in any damaged building may choose another appraiser. The Board shall
direct the appraiser appointed by it to determine the fair market value
of the Unit or Units in such damaged building immediately prior to such
damage and to report such fair market value and its appraisal thereof to
the Board and to the Owner or Owners of the Unit or Units appraised as
soon as reasonably possible. Each Owner appointing an appraiser shall
direct such appraiser to determine the fair market value of the Unit
immediately prior to such damage and to deliver such appraisal to the
appraiser appointed by the Board within thirty (30) days after
the delivery to such Owner of the appraisal of the Unit by the appraiser
appointed by the Board.

(f) Within thirty (30) days after the delivery to all the Owners of any
such Unit of the appraisal by the appraiser appointed by the Board, such
Owners shall convey marketable and insurable title to such Unit to the
Council by general warranty deed, free, clear and unencumbered except for
the lien of nondelinquent taxes and assessments, including assessments
under this Master Deed, and the terms of this Master Deed, in return for
the payment by the Corporation of an amount equal to the fair market
value of such Unit as determined by the average of (i) the fair market
value as determined by the appraisal submitted by the appraiser appointed
by the Board and (ii) the average of all the fair market values as
determined by all the appraisals by each appraiser appointed by any
Owners, or if the Owners' appraiser or appraisers do not submit an
appraisal within the thirty (30) day period provided for such submission,
as determined by the appraiser appointed by the Board. Each Owner
appointing an appraiser shall pay the expenses of such appraiser.
The Corporation may enforce its rights to purchase a Unit under this
Master Deed by any remedy available to it at law or in equity, including
specific performance. The costs incurred by the Corporation in enforcing
such rights to purchase, including reasonable attorneys' fees, shall be
recoverable in any proceeding against any Owner for the purpose of such
enforcement and the Corporation at its option may assess the Owner or
Owners owning such Unit and such Unit for such costs. Any such assessment
shall be deemed a special assessment under Article 5.

(g) In the event any of the Common Areas in the Project are destroyed and
are not required to be rebuilt or repaired, the Corporation shall remove
all remains of damaged improvements in the Common Areas and restore the
Common Areas to a condition compatible with the Project.
(h) Upon the transfer of a Unit to the Council as provided in this
section, such Unit shall become a part of the Common Areas, and the
percentage of common interest appurtenant to each Unit shall be
recomputed and redistributed to reflect the reduction in floor area in
all Units in the Project and in any Unit resulting from damage by
casualty that is not rebuilt or repaired pursuant to this Article. An
amendment to this Master Deed accomplishing such change in the Common
Areas and percentages of interest therein shall be filed for recording in
the office of the County Clerk in the county in which the Property is
located. Any such amendment to this Master Deed affecting the percentages
of common interest need only be executed by the Corporation.
(i) In the event all of the Units are destroyed and are not required to
be rebuilt or repaired, the Corporation shall remove all remains of the
damaged improvements in the Common Areas, restore the Property to its
natural condition and distribute the balance of any insurance proceeds
received on account of such damage jointly to the Owners and any persons
claiming by, through or under them, as their interests may appear, in
proportion to their respective percentages of interest in the Common
Areas.
Section 4. Funds. To the extent insurance proceeds collected by the
Corporation are insufficient to pay costs of rebuilding and repair or
removal and restoration of Common Areas as provided in Section 2 or
Sections 3(b), 3(c), 3(g) and 3(i), the costs of appraisal under Section
3, or the cost of purchasing interests of Owners of damaged Units in the
Project pursuant to Sections 3(b) and 3(f), and the costs of enforcing
any contract or other right to purchase under such sections, the Board
may assess the Owners, including the Owners of any Unit to be purchased
pursuant to Section 3, in proportion to the percentage of each in
the Common Areas immediately prior to such destruction for the amount of
such costs as a Common Expense. Such assessments shall be deemed a
special assessment under Article 5, and may be collected
as provided therein.

Section 5. Plans. Any reconstruction or repair must be substantially
according to plans and specifications approved by the Board and shall be
compatible, in the discretion of the Board, with the buildings damaged
and with the undamaged portions of the Project.

Section 6. Responsibility. The responsibility of rebuilding and repair of
Common Areas after casualty shall be that of the Corporation and the
responsibility of rebuilding and repair of Units after casualty shall be
that of the respective Owner or Owners of each such Unit.

ARTICLE 8

Section 1. Eminent Domain. All compensation payable as a result of a
temporary or permanent taking by eminent domain or transfer under threat
thereof of all of a Unit or so much of a Unit that the Board or the
Mortgagee holding a first mortgage on such Unit in the discretion of
each, determine such Unit is not tenantable as a result of such taking,
shall be deemed to be the property of the Owner or Owners of such
Unit and all persons claiming by through or under such Owner, as their
interests may appear. All compensation payable as a result of (i) a
temporary or permanent taking of any portion of a Unit as shall
not, in the discretion of the Board, render such Unit untenantable, and
(ii) all or a portion of the Common Areas shall be deemed to be the
property of the Council and shall be deposited with the Corporation. Each
Owner, and all persons claiming, by through or under such Owner, by
acceptance of a deed conveying title to a Unit or an interest therein,
hereby assigns all of such person's right, title and interest in and to
all compensation payable pursuant to the immediately preceding sentence
to the Corporation. Even though such compensation may be paid to an Owner
or person claiming by, through or under such Owner, such Owner or such
other person shall deposit such compensation with the Corporation and in
the event of failure to do so, in the discretion of the Board, a special
assessment shall be made against the Unit and such Owner in the amount of
such compensation, or the amount of such compensation shall be set off
against any sums thereafter payable to such Owner by the Corporation
and/or the Council.

Section 2. Unit Reduced but Tenantable. If the taking reduces the size of
any Unit and the remaining portion of any Unit, in the discretion of the
Board, can be made tenantable, the compensation for the taking
of a portion of the Unit shall be used for the following purposes in the
order stated and the following changes shall be effected in the Project:

(a) The Unit shall be made tenantable by the Corporation by rebuilding
and restoring the Common Areas of the building in which such Unit is
located to the extent possible in light of such taking to the condition
of such Common Areas prior to such taking. If the cost of such work
exceeds the amount of the compensation, the additional funds required
shall be assessed against the Unit and the Owner or Owners thereof. Such
assessment shall be deemed a special assessment under Article 5 and
may be collected as provided therein.

(b) The balance of such compensation, if any, shall be paid jointly to
the Owner or Owners of the Unit, each mortgagee of the Unit, and all
other persons claiming by, through or under such Owner or Owners, as
their interests may appear.
(c) The percentage of common interest in the Common Areas appurtenant to
each such Unit shall be recomputed and redistributed using the formula
provided in Article 2, Section 5, as of the date of taking. Section 3.
Unit or Units Untenantable.

 (a) If the taking or transfer under threat thereof of a portion of a
Unit renders a Unit untenantable in the discretion the Board, the Owner
shall within thirty (30) days after such
taking or contemporaneously with such transfer, as the case may be,
convey to the Council by general warranty deed marketable and insurable
title to the interest of such Owner in any part of such Owner's Unit
remaining and in and to all of such Owner's interest in the Common Areas,
if any, free, clear and unencumbered except for the lien of nondelinquent
taxes and installments of assessments, including assessments under this
Master Deed, and the terms of this Master Deed. The sole compensation
payable to such Owner and those claiming by, through or under such Owner
shall be the compensation payable by the condemning authority for the
taking or transfer in lieu thereof of such portion of such Unit.
Notwithstanding the foregoing, from and after the payment of such
compensation to any such Owner and all persons claiming by, through or
under such Owner, all such persons shall be deemed to have remised,
released and quit-claimed any interest in the Project, including the
Property, to the Council.

(b) The portion of any such Unit remaining after such taking or transfer
and any Common Areas remaining after any taking or transfer, if any,
shall be placed in an acceptable condition compatible with the Project to
the extent possible in the light of such taking or transfer by the
Corporation following any such taking or transfer. To the extent any
condemning authority pays any compensation for the taking of any Common
Areas, the Corporation shall apply all such compensation to the costs of
such restoration of the Common Areas. Any amount of such compensation
remaining after such restoration shall be payable to the Owners and those
claiming by, through or under such Owners, as their interests may
appear, according to the percentage of interest of each in the Common
Areas, immediately prior to such taking. To the extent compensation paid
by any condemning authority for any such taking or transfer of the
Common Areas is insufficient to pay the costs of such restoration, the
Board may assess the Owners as of the date immediately prior to such
making or transfer for the cost of such restoration in proportion to the
percentage of common interest of each in the Common Areas for such amount
as a Common Expense. Such assessment shall be deemed a special
assessment under Article 5 hereof and may be collected as
provided therein.
(c) The percentage of common interest appurtenant to each Unit remaining
after such taking or transfer shall be recomputed and redistributed using
the formula provided in Article 2, Section 5 as of the date of taking.
Section 4. Amended Master Deed. The change in the percentage of common
interest appurtenant to each Unit and the change in the Common Areas
resulting from any taking by eminent domain or transfer in lieu thereof
shall be evidenced by an amendment to the Master Deed. Any such amendment
to this Master Deed need only be executed by the Corporation.

Section 5. Power of Attorney. Each Owner and all persons claiming by,
through or under such Owner, by acceptance of a deed conveying such
Owner's Unit, hereby irrevocably appoint the Corporation as attorney
in fact, coupled with an interest, and authorize, direct, and empower
such attorney, at the option of the attorney, to represent the Owner
and/or each person claiming by through or under such Owner, in any
negotiations, agreements, settlements and/or proceedings arising out of
the eminent domain or threat thereof of (i) a portion of a Unit that in
the discretion of the Board shall render such Unit untenantable or (ii)
all or a portion of the Common Areas and to execute, acknowledge and
record for and in the name of each Owner and/or each person claiming by
through or under such Owner any instruments amending this Master Deed as
may be necessary or desirable in the discretion of the Board to effect
the purpose of this Article.

ARTICLE 9

Section 1. Corporation. The administration of the Project shall be vested
in the Corporation. Any Owner or Owners of any Unit, upon acquiring title
thereto, shall automatically become a Member or in common shall
become a Member, as the case may be, of the Council and of the
Corporation and shall remain a Member until such time as ownership of
such Unit ceases for any reason, at which time membership in the Council
and the Corporation shall automatically cease. The Corporation shall have
full power and responsibility to administer, operate, sustain, maintain,
and govern the Project including but not limited to, the powers and
responsibilities to make prudent investments of funds held by the
Corporation; to make reasonable Rules and Regulations, to borrow money;
to make assessments; to bring lawsuits and defend lawsuits; to enter
into contracts; to enforce all of the provisions of this Master Deed, the
By-laws, the Rules and Regulations and any other documents or instruments
relating to the establishment, existence, operation, alteration, or
termination of the Project. The powers of the Corporation shall be
construed liberally. To the extent that any funds are paid to the
Council, and this Master Deed provides the Corporation shall have the
authority to spend such funds pursuant to this Master Deed, the Council
shall pay such funds to the Corporation. Each
Owner, and all those claiming by, through or under each such Owner, by
acceptance of a deed to a Unit, or any interest therein, agree to execute
all such documents and do all other things deemed to be necessary by the
Board to transfer such funds to the Corporation.

Section 2. Board. Unless otherwise specifically stated in this
Declaration or the By-laws, the Corporation shall act exclusively through
the Board. The Board shall be chosen by the Corporation in accordance
with the Articles of Incorporation and the By-laws. The Board shall be
authorized to delegate the administration of its duties and powers by
written contract to a managing agent or administrator employed for that
purpose by the Board on behalf of the Corporation.

Section 3. Books of Account; Inspection; Review. The Corporation shall
keep a detailed account of the receipts and expenditures affecting the
Project and its administration, and specifying the maintenance and
repair expenses of the Common Areas and any other Common Expenses
incurred by the Corporation. Both the accounts and vouchers accrediting
the entries made thereon shall be available for examination by the
Owners and persons claiming by, through or under them at such working
hours as the Board shall establish and make known. All books and records
must be kept in accordance with good accounting procedures and
must be reviewed at least once a year by a certified public accountant
for the Corporation.

Section 4. Notice of Repair; Interpretation.

(a) The Corporation shall have a reasonable time in which to cause any
repair required by this Master Deed to be made by it or do any other work
which it is required by this Master Deed to do. The Board must have
actual knowledge of the necessity for any repair in order for the
Corporation to be required to accomplish such repair.
(b) In case of ambiguity or omission, the Board may interpret the Master
Deed and the By-laws, and the Board's interpretation shall be final,
conclusive and binding on the Corporation, the Owners, and all persons
claiming by, through and under them if made without malice or fraud.

ARTICLE 10

Section 1. Use and Occupancy. The Board or Developer shall make Rules and
Regulations to govern the use of the Project. In addition, the following
covenants, conditions, and restrictions as to use and occupancy shall run
with the land and shall be binding upon each Owner, such Owner’s
employees, guests, invitees, licensees and all persons claiming by,
through or under any of them.

(a) Except as otherwise provided in this Declaration, no part of the
Project shall be used for other than commercial and/or professional
purposes for which the Project was designed and the relevant Rules and
Regulations allow.
(b) There shall be no obstruction of the Common Areas. Neither shall
anything be stored in the Common Areas without the prior written consent
of the Corporation except as hereinafter
expressly provided. Each Owner shall be obligated to maintain and keep in
good order and repair his own Unit. There shall be no storage of gasoline
other inflammable material (except reasonable amounts properly stored by
the Corporation's maintenance personal necessary for maintenance of the
Project), any explosives or any other hazardous material or substance
within any Unit or on the Project, and no Owner or occupant of any Unit
shall do any act or other thing which may make void or voidable the
Corporation's insurance, if any, and violate any rules or regulations
from time to time established by the appropriate insurance rating
organization.
(c) Without the prior written consent of the Corporation, or except in
case of temporary loading or unloading, no part of the Project shall be
used for parking of any trailer, truck, boat, motorcycle, recreational
vehicle, scooter or anything other than operative, currently licensed
automobiles. Guests, employees, licensees and invitees shall be permitted
to park on paved Common Areas designated for such use only to the extent
that such parking shall not obstruct traffic flow or unreasonably
inconvenience other persons. Vehicles parked in violation of any part of
this Master Deed or in violation of any Rules or Regulations shall be
towed away and stored at the risk and expense of the owner thereof. All
parking shall be regulated by the Board or Developer and subject to the
Rules and Regulations.
(d) Nothing shall be done or kept in the Project, without the prior
written consent of the Corporation, which will increase the rate of
insurance of the buildings or other Common Areas at the Project, or the
contents thereof. No waste shall be committed in the Project. All laws,
statutes, rules and regulations of governments and subdivisions and
agencies thereof having jurisdiction over the Project shall
be obeyed.
(e) Owners shall not cause or permit anything, including signs, to be
hung or displayed on the outside of or from the inside of, windows, or
transparent doors, or placed on the outside walls of a building, and no
sign, awning, canopy, shutter, radio or television antenna or satellite
dish shall be affixed to or placed upon the exterior walls or roof or any
part thereof, without the prior written consent of the Corporation.
(f) No signs or other displays or advertising shall be maintained or
permitted on any part of the Project except:
(i) The right is reserved by Developer to maintain during the period of
sale and marketing and/or leasing of said Units, upon such portion of the
Property as it may choose; such facilities as in the sole opinion of said
Developer may be reasonably required, convenient or incidental to
the sale, marketing and/or leasing of Units, including, but without
limitation, a business office, storage area, signs, model units and a
sales office.
(ii) The right is reserved by Developer to place "For Sale" or "For
Lease" and/or "For Rent" signs on any unsold, unoccupied or for lease
Units.
(iii) The right is hereby given to the Unit Owners, Tenants, the
Corporation, the Council or its representatives, to place a
professionally-prepared sign or signs on the interior side of the
front door of any Unit for professional purposes, and also to aid the
sale, lease or rental of the Unit or partial Unit by the Owner,
Developer, mortgagee or the Corporation or Council, provided that all
such
signage shall comply with guidelines established from time to time by the
Board. the Project.
(iv) The Developer may construct one or more permanent signs identifying
(v) The Board of Directors may authorize an appropriate display and/or
advertising, in their discretion.

(g) No noxious or offensive activity shall be carried on in the Project,
nor shall anything unreasonable be done, either willfully or negligently,
which may be or become an annoyance or nuisance to Owners, occupants or
other persons lawfully on the Project.
(h) There shall be no construction or remodeling within a Unit until the
plans and specifications detailing any proposed construction or
remodeling have been approved in writing by the Developer during the
Developer Control Period and the Corporation on behalf of the Council
thereafter. Such approval may be withheld or may be conditional. Upon
approval, if granted, and after issuance of all necessary or applicable
permits, all construction or remodeling shall be carried out by a
professional, insured and properly licensed contractor or contractors
approved by Developer during the Developer Control Period and the
Corporation on behalf of the Council thereafter. Subject to the approval
of all proposed floor plans by the Developer during the Developer Control
Period and the Corporation on behalf of the Council thereafter, and the
approval of any holder of a mortgage from an Owner (not including
Developer) upon the subject Unit(s), Owners may physically combine two or
more adjacent Units under common ownership so long as such combination
does not in any manner affect the structural integrity of the building
wherein the Units are located. Notwithstanding the foregoing, nothing
shall be done which will alter the appearance of any part of the Common
Areas of the Project, including Limited Common Areas, without the prior
written consent of the Developer during the Developer Control Period and
the Corporation on behalf of the Council thereafter. The physical
combination of Units shall not affect the treatment of the Units or their
Owners for any other purpose under this Master Deed and physically
combined Units shall for all legal purposes be considered separate Units.
If a Unit Owner desires to legally combine or divide Units the consent of
Developer during the Developer Control Period and the Corporation on
behalf of the Council thereafter must be obtained, which consent may be
withheld and the Unit Owner must at its expense comply with all
applicable laws and regulations and all requirements imposed by the
Developer during the Developer Control Period and the Corporation on
behalf of the Council thereafter. The Developer and Board intend to give
Unit Owners and their lessees, if any, latitude in decorating within the
Units; however, the Developer and Board retain the right to establish and
enforce through the Rules and Regulations reasonable requirements
(determined in the Developer's or Board's sole discretion) with respect
to decorating within a Unit. If Unit Owner so desires he or she may
request advance approval from the Developer or Board of decorating within
a Unit if the request is in writing and in sufficient detail as required
by the Developer or Board.

(i) Nothing shall be altered on or constructed on or removed from the
Common Areas or Limited Common Areas except as otherwise provided in this
Declaration and except upon the prior written consent of the Board.
Section 2. Rules and Regulations. In addition to the covenants,
conditions and restrictions contained herein, it is expressly understood
that the Project is also subject to Rules and Regulations, as may be
amended, as established by the Developer during the Developer Control
Period and/or the Board.
Section 3. Compliance with Covenants, Conditions and Restrictions. Every
Owner shall cause all tenants,contractors, licensees, invitees, family
members and guests to comply strictly with this Article. Every Owner
shall comply strictly with the covenants, conditions and restrictions
set-forth in this Declaration (in this Section or elsewhere), with the
By-laws and with the Rules and Regulations promulgated from time to time
by the Developer and Board. Failure so to cause such compliance or to
comply with any of the same shall be grounds for an action to recover
sums due for damages and/or for injunctive relief. Such action may be
maintained by an Owner, the Corporation, the Council, the Developer or by
any person or entity who holds a mortgage lien or other interest in a
Unit and is aggrieved by such noncompliance. In any case of flagrant
or repeated violation by an Owner or an Owner's tenants, contractors,
licensees, invitees, family members and guests, the Board may require
such Owner to give sufficient surety or sureties for such Owner's future
compliance with said covenants, conditions, restrictions, By-laws and
Rules and Regulations. The Corporation may recover all of its costs of
enforcement, including court costs and reasonable attorney's fees; and
all of such costs shall be deemed a special assessment as provided in
Article 5 and shall be collectible as provided therein.

Section 4. Severability. Each of the restrictions and covenants herein
shall be independent of every other. Invalidation of any of the above by
judicial proceeding or any other means shall in no way effect the
validity of any other restrictions or covenants.

ARTICLE 11

Section 1. Owner's Responsibilities. Each Owner is obligated:

(a) To maintain, repair and replace at such Owner's expense all portions
of such Owner's Unit, and all internal installations of such Unit such as
appliances, heating, plumbing, electrical and air conditioning fixtures
or installations, and any portion of any other utility service facilities
located within the Unit boundaries and any heating or air conditioning
equipment located within or outside the Unit boundaries if designed and
installed for the exclusive purpose of servicing such Unit. Those Units
that utilize the heating and cooling systems of the Common Areas may also
be required to contribute to the repair, maintenance and replacement of
these systems in an equitable amount as determined in the sole reasonable
discretion of the Board or Developer.
(b) To maintain and repair all windows, doors, vestibules, and entryways
of such Owner's Unit and of any Limited Common Area which is appurtenant
to such Owner's Unit. The foregoing includes, without limitation,
responsibility for all breakage, damage, malfunctions and ordinary wear
and tear of such items.
(c) To perform such Owner's responsibilities in such manner so as not
unreasonably to disturb other occupants within the Project.
(d) Not to paint or otherwise decorate or change the appearance of any
portion of any building or other Common Areas not within the boundaries
of such Owner's Unit, without the written consent of the Board.
(e) To promptly report to the Corporation any defect or need for repairs
for which the Corporation is responsible under this Master Deed.
(f) Not to make any alterations in the Common Areas or remove any portion
thereof or make any addition thereto or do anything which would or might
jeopardize or impair the safety or soundness or any building or other
portion of such Common Areas without first obtaining the written
consent of the Board; neither shall any Owner impair the use of any
easement without first obtaining the written consents of the Board and of
the person or persons for whose benefit such easements exist.
Section 2. Construction Defects. The obligations of the Corporation and
any of the Owners to repair, maintain and replace the portions of the
Property for which either is respectively responsible shall not be
limited, discharged or postponed by reason of the fact that any
maintenance, repair or replacement may be necessary to cure any latent or
patent defects in materials or workmanship in the construction of the
Project. The undertaking of repair, maintenance or replacement by the
Corporation or any of Owners shall not constitute a waiver of any rights
against any person liable for such defects. Such rights shall be
specifically reserved.

Section 3. Effect of Insurance or Construction Guarantees.
Notwithstanding the fact that the Corporation,the Council and/or any
Owner may be entitled to the benefit of any guarantee of material and
workmanship furnished by any construction trade responsible for any
construction defects, or to benefits under any policies of insurance
providing coverage for loss or damage for which they are respectively
responsible, the existence of construction guarantee or insurance
coverage shall not excuse any delay by the Corporation or any Owner in
performing the respective obligations of each hereunder.

Section 4. Use of Common Areas. Each Owner may use the Common Areas,
other than the Limited Common Areas which are not appurtenant to such
Owner's Unit, in accordance with the purpose for which they are intended
and in accordance with the Rules and Regulations. No Owner may hinder or
encroach upon the lawful rights of the other Owners to use the Common
Areas.

Section 5. Share in Funds. The proportionate interest of each Owner in
any funds maintained or held by the Corporation or the Council cannot be
withdrawn or separately assigned, but is deemed to be transferred
with title to each Unit even though not mentioned or described in any
instrument of conveyance.

Section 6. Injuries and Damages. Each Owner shall be individually liable
for injuries or damages which result from such Owner's own negligence or
willful misconduct, which occur within such Owner's individual Unit or
which result from the breach by Owner of such Owner's obligations under
this Master Deed, to the same extent and degree as the individual owner
of any other commercial property. Where a judgment arising from a risk
common to all of the Owners is in excess of the liability insurance in
force insuring
against such risk, the liability of any Owner shall not exceed such
Owner's pro rata share as determined by the percentage that the value of
such Owner's individual Unit bears to the value of the Project as a
whole. An uncollected share of such a judgment shall not be reassessed
among the Owners.

Section 7. Leasing Restrictions and Rights. An Owner may lease less than
an entire Unit. No Owner other than the Developer or a first mortgagee in
possession of a Unit may lease a Unit or any portion thereof for any
period of less than one (1) year. All leases must be in writing and
approved by the Board or the Developer during the Developer Control
Period. All leases are subject to all provisions of this Declaration, the
Restrictive Covenants, the By-laws and the Rules and Regulations. If any
lessor or lessee is in violation of any of the provisions of the
foregoing documents, the Corporation may bring an action in its own
name,in the name of the Council and/or in the name of the lessor Unit
Owner(s) to forfeit the rights of such-lessee under such lease, to have
the lessee evicted and/or to recover damages. If any court finds that any
such lessee is in violation of or has violated any of the provisions of
the Declaration, the Restrictive Covenants, the By-laws or the Rules and
Regulations, such court may find the lessee guilty of forcible detainer
notwithstanding the fact that the lessor is not a party to the action
and/or that the lessee is not otherwise in violation of lessee's lease or
other agreements with lessor. For purposes of granting relief in a
forcible detainer action against the lessee, any court may consider each
of the Corporation and the Council a third party beneficiary of any lease
by which a lessee possesses any part of the Project. The remedy provided
by this subsection is not exclusive and is in addition to any other
remedy or remedies which the Corporation and/or Council may have at law
or in equity. To the extent permitted from time to time by present or
future law, the Corporation and the Council may recover all costs
incurred by either of them, respectively, pursuant to this section,
including court costs and reasonable attorneys' fees, and such costs
shall be deemed a special assessment against the Unit leased to such
lessee as provided in Article 5 and shall be collectible as provided
therein.

ARTICLE 12

Section 1. Termination. The Project may be terminated or waived by any
method permitted by Kentucky law at the time of the termination or
waiver.

Section 2. Agreement. If a proposed termination or waiver of the
Condominium Project established by this Master Deed is submitted to a
meeting of the Members and is approved by the Members by a seventy-five
(75%) percent majority vote, the Board shall negotiate to buy all of the
Units of the Owners that did not so approve at such meeting. Any approval
by a Member to terminate shall be deemed irrevocable.
Section 3. Appraisal Procedure.

(a) In the event the Board is unable to enter into a contract on behalf
of the Corporation for the purchase of any Units of any such disapproving
Owners within thirty (30) days after such meeting satisfactory to Board,
the Board shall initiate, and such disapproving Owners and the Board
shall be obligated to perform the obligations of each under, the
appraisal and purchase and sale procedure provided in this section.
(b) The Board shall appoint an appraiser and shall notify the Owners of
the Unit or Units owned by an Owner or Owners disapproving termination of
such fact. Within thirty (30) days after such notice, each Owner of such
Unit or Units may choose another appraiser. The Board shall direct the
appraiser appointed by it to determine the fair market value of the Unit
or Units owned by Owners disapproving termination immediately prior to
the time of such appraisal and to report such fair market value and its
appraisal thereof to the Board and to the Owner or Owners of the Unit or
Units appraised as soon as reasonably possible. Each owner appointing an
appraiser shall direct such appraiser to determine the fair market value
of the Unit at the time of such appraisal and to deliver such appraisal
to the appraiser appointed by the Board within thirty (30) days after the
delivery to such Owner of the appraisal of the Unit by the appraiser
appointed by the Board.

(c) Within thirty (30) days after the delivery to all the Owners of any
such Unit of the appraisal by the appraiser appointed by the Board, such
Owners shall convey to the Council marketable and insurable title to such
Unit owned by such Owners disapproving termination by general warranty
deed, free, clear and unencumbered except for the lien of nondelinquent
taxes and assessments, including assessments under this Master Deed, and
the terms of this Master Deed, in return for the payment by the
Corporation of an amount equal to the fair market value of such Unit as
determined by the average of (i) the fair market value as determined by
the appraisal submitted by the appraiser appointed by the Board and (ii)
the average of all the fair market values as determined by all the
appraisals by each appraiser appointed by any Owners, or if the Owners'
appraiser or appraisers do not submit an appraisal within the thirty (30)
day period provided for such submission, as determined by the appraiser
appointed by the Board. Each Owner appointing an appraiser shall pay the
expenses of such appraiser. The Corporation may enforce its rights to
purchase a Unit under this Master Deed by any remedy available to it at
law or in equity, including specific performance. The costs incurred by
the Corporation in enforcing such rights to purchase, including
reasonable attorney fees, shall be recoverable in any proceeding against
any Owner for the purpose of such enforcement and the Corporation at its
option may assess the Owner or Owners owning such Unit and such Unit for
such costs. Any such assessment shall be deemed a special assessment
under Article 5.

Section 4. Purchase and Termination. Subsequent to the purchase of all of
the Units of Owners not approving termination at the meeting held
pursuant to Section 2 who do not subsequently irrevocably agree to
terminate the Project, those Units purchased by the Corporation shall be
deemed Common Areas and the percentage of interest in the Common Areas of
each remaining Owner or Owners of a Unit shall be recomputed and
redistributed as provided in Article 2, Section 5. The Corporation may
execute and record an amendment to the Master Deed to evidence such
change in the percentages of common interest in the Common Areas. The
Board may assess on behalf of the Corporation (i) each Owner remaining or
to remain subsequent to such purchase of the Units of Owners not
approving such termination and (ii) such remaining Owners' Units, for the
costs incurred by the Corporation in negotiating such purchases and/or
following such appraisal procedure, including the costs of appraisals and
the purchase price for such Units, as Common Expenses with respect to
each Unit remaining or to remain after such purchases, in proportion
to the common interest of each such Unit in the Common Areas subsequent
to such purchases. Such assessment shall be deemed a special assessment
as provided in Article 5 and shall be collectible as provided therein.
Following the consummation of purchases of all Units of Owners not
approving such termination, the remaining Owners and all persons claiming
by, through or under them shall terminate this Master Deed and the
Project pursuant to Kentucky law.

Section 5. Certificate. The termination or waiver of the Project in any
of the foregoing manners shall be evidenced by a certificate of the
Council executed by the members of the Board certifying as to the facts
effecting the termination, which certificate shall become effective upon
being filed in the records of the County Clerk of the County in which the
Property is located.
Section 6. Shares of Owners After-Termination. After any termination or
waiver of the Project the Owners shall own the Property and all assets of
the Corporation and the Council as tenants in common in undivided
shares, and their respective mortgagees and lienors shall have mortgages
and liens upon the respective undivided shares of the Owners. The
percentage of interest in the Property of such undivided shares of the
Owners shall be the same as the percentage of interest in the Common
Areas appurtenant to each Owner's Unit immediately prior to such
termination or waiver.

ARTICLE 13

Section 1. Prohibition of Partition. The Common Areas shall remain
undivided and shall not be the object of an action for partition or
division of the co-ownership.

Section 2. Severability The invalidity of any Article, Section, covenant,
restriction, condition, limitation, or any other provision of this Master
Deed or any part of the same, shall not impair or affect in any manner
the validity, enforceability or effect of the rest of this Master Deed.

Section 3. Waiver. No covenants, restrictions, conditions, obligations,
or provisions contained in this Master Deed shall be deemed to have been
abrogated or waived by reason of any failure to enforce the same,
irrespective of the number of violations or breaches which may occur.

Section 4. Enforcement of Provisions.

(a) In addition to any other remedies provided for in this Master Deed,
the Corporation, the Council, the Developer, and any Owner or Owners
shall have the right to enforce all restrictions, covenants, conditions,
easements, reservations, liens and charges now or hereinafter imposed
by or through the provisions of the Master Deed, the By-laws and any
Rules or Regulations. Enforcement shall be by any proceeding at law or in
equity against any person or persons violating or attempting to
violate any covenant or restriction, either to restrain or enjoin
violation or to recover damages, and against the land to enforce any lien
created by these covenants. The failure or forbearance by the
Corporation, the Council, the Developer or any Owner to enforce any
covenant or restriction herein contained shall in no
event be deemed a waiver of the right to do so thereafter. There shall be
and there is hereby created and declared to be a presumption that any
violation or breach or any attempted violation or breach of any of the
within covenants or restrictions cannot be adequately remedied by action
at law or by recovery of damages. All charges incurred by the Corporation
and/or the Council in enforcing these covenants and restrictions
(including court costs and reasonable attorneys fees) shall constitute a
lien against the Unit owned by such person or persons that are liable to
such enforcement, subject and subordinate, however to the lien of any
first mortgagee.
(b) The Board shall also have the power to levy a reasonable fine against
any Owner that fails to comply with the Master Deed, the By-laws and/or
any of the Rules and Regulations. A continuing violation can be punished
by more than one fine. A fine cannot be charged until the offending
Owner has been mailed a written explanation of his or her offense and has
been given thirty (30) days after the date of mailing of such explanation
or other sending in which to cure the offense. The fine shall constitute
a lien against the Unit owned by such Owner. Such lien may be enforced as
any assessment lien may be enforced, including by oreclosure. The
Corporation and/or the Council shall be entitled to collect all easonable
attorneys' fees and court casts and administrative costs in enforcing any
such fine.

Section 5. Liability. Neither the Developer, nor any subsidiary or
affiliate of Developer, nor any employee, agent, successor or assign of
the Developer, or such subsidiary or affiliate, shall be liable for any
claim or damage whatsoever arising out of or by reason of any actions
performed pursuant to or in accordance with the authority granted or
delegated to them or any of them by or pursuant to this Master Deed,
except with respect to matters as to which it is adjudged to have been
grossly negligent or guilty of intentional misconduct.

Section 6. Interpretation. The provisions of this Master Deed shall be
liberally construed to effect the purpose of creating a uniform plan for
the establishment and operation of a condominium.

Section 7. Notices and Demands. Any notice by the Corporation or the
Council to an Owner shall be deemed to be duly given, and any demand upon
such Owner shall be deemed to have been duly made, if delivered in
writing to such Owner personally or by certified mail to the address of
such Owner's Unit. Any notice to the Council and/or the Corporation shall
be made by certified mail to the following address:
Burlington Executive Center Council of Co-Owners, Inc.,
1655 Burlington Pike
Suite 50
Burlington, Kentucky 41005
Attn: Michael J. McMain

Any address for notice herein may be changed by written notice.

Section 8. Alteration and Transfer of Interests. The Common Areas and
easements appurtenant to each Unit shall have a permanent character and
shall not be altered, except as otherwise provided herein, without the
consent of all of the Owners, expressed in a recorded amendment to this
Declaration. The Common Areas and easements shall not be separated from
the Unit to which they appertain, and shall be deemed to be conveyed,
leased or encumbered with such Unit even though such Common Areas or
easements are not expressly mentioned or described in any such instrument
of conveyance.

Section 9. Corporation and Director Responsibility. In carrying out the
provisions of this Declaration, and in the performance of all of the
rights, duties and obligations, covenants and conditions, hereunder,
specifically including but not limited to, the protection, maintenance
and upkeep of Common Areas, the Corporation, its officers, directors,
servants and employees shall be required to exercise reasonable care
only, and shall in no way be deemed absolutely liable, or be deemed
insurers.

ARTICLE 14,

Section1. Amendment of Declaration. Except as otherwise specifically
stated in any other Article of this Master Deed and except as required by
law, any provision of this Master Deed may be amended by the
Developer during the Developer Control Period or at any regular or
special meeting of the Members. In order for any amendment to pass, at
least seventy-five (75%) percent of the total number of votes held by
Members must be cast in favor of the amendment. In addition, the consent
of the Developer during the Developer Control Period is required before
any such amendment can be effective. Provided the amendment is approved
and consents obtained as provided above, the amendment will be effective
upon the recording, in the County's Clerk's office at which this Master
Deed was recorded, of a copy of the amendment together with an
acknowledged statement from the Secretary of the Corporation stating:

(i)
the date of the meeting at which the amendment was adopted;
(ii)
the percentage of the total number of votes held by Members cast in favor
of the amendment;
(iii)
the fact that a true and accurate copy of the amendment is attached to
the statement; and
(iv)
the fact that the person making the statement is the Secretary of the
Corporation.
Section 2. Correction. Either the Corporation or the Developer may, at
any time and without the consent of the Members, make amendments to this
Master Deed to correct errors in language, errors in typing, errors
in grammar, errors in arithmetic or errors on the plats of record; or
make such amendments as are required by any federal agency, state agency,
private agency, or financial institution, in order to qualify any Unit
for the benefit of loans, insurance or guarantees. The amendment will be
effective upon the recording in the County Clerk's office at which this
was recorded, of a copy of the amendment together with an acknowledged
master statement from the Developer stating:

(i)
the date on which the amendment was adopted;
(ii)
the fact that a true and accurate copy of the amendment is attached to
the statement; and
(iii)
the fact that the person making the statement has the authority to do so.
Section 3. Implementation of Amendments. The Corporation or the
Developer, as the case may be, has the power to make any plats, deeds or
other instruments necessary or desirable to effect an amendment.
EXHIBIT B

BY-LAWS

OF

BURLINGTON EXECUTIVE CENTRE

COUNCIL OF CO-OWNERS, INC.

ARTICLE I

NAME AND LOCATION

The name of the Corporation is Burlington Executive Centre Council of Co-
Owners, Inc., a Kentucky nonprofit, nonstock corporation (hereinafter
referred to as the "Corporation"). The principal office of the
corporation shall be located at 1655 Burlington Pike, Suite 50,
Burlington, Kentucky 41005, but meetings of Members and Directors may be
held at such places within or without the Commonwealth of Kentucky as may
be designated by the Board of Directors of the Corporation.

ARTICLE II

DEFINITIONS

Each of the terms used herein shall have the same meaning as set forth in
the Master Deed of Burlington Executive Centre Condominiums dated
_________________, 2008 made by Burlington Executive Centre, LLC, a
Kentucky limited liability company, and filed of record at the Boone
County Clerk's office at Burlington, Kentucky. The Master Deed may be
amended or supplemented from time to time as provided therein.

ARTICLE III

MEETING OF MEMBERS

 Section   1. Annual Meetings. The first annual meeting of the Members
shall be   held within sixty (60) days after the earlier of i) ten years
from the   date of the recordation of the Master Deed, or ii) the date as
of which   Units to which 100% of the common elements are appurtenant have
been conveyed by Developer. Each subsequent regular annual meeting of the
members shall be held on the same day of the same month of each year
thereafter, at the hour of 7:30 p.m., or at such other reasonable day and
hour as the Board sets. The Board shall also set a reasonable location
for the meeting. If the day for the annual meeting of the Members is a
legal holiday, the meeting will be held at the same hour on the first day
following which is not a legal holiday or at such other reasonable day
and hour as the Board sets.

Section 2. Special Meetings. Special meetings of the Members may be
called at any time by the Developer, the President, the Board or upon
written request of the Members who, taken together, are entitled to vote
one-fourth (1/4) of the votes of the Members.

Section 3. Notice of Meetings. Written notice of each meeting of the
Members shall be given by or at the direction of the Secretary or person
authorized to call the meeting, by mailing a copy of such notice,
postage prepaid, at least 3 days before such meeting to each Member
entitled to vote thereat. The notice shall be addressed to the Member's
address last appearing on the books of the Corporation, or supplied by
such Member to the Corporation for the purpose of notice. Such notice
shall specify the place, day and hour of the meeting, and, in the case of
a special meeting, the purpose of the meeting.

Section 4. Quorum. The presence at the meeting of Members entitled to
cast, or of persons holding proxies of Members entitled to cast, one-
fifth (1/5) of the votes of the Membership shall constitute a quorum
for any action except as otherwise provided in the Articles of
Incorporation, the Master Deed, or these Bylaws. If such quorum shall not
be present or represented at any meeting, the Members entitled to vote
thereat shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum as
aforesaid shall be present or be represented.

Section 5. Adjourned Meetings,. If at any regular or special meeting of
the Members of the Corporation less than a quorum is present, a majority
of those Members present in person or by proxy and entitled to vote may
adjourn the meeting to a time not less than forty-eight (48) hours from
the time the original meeting was called. When the meeting reconvenes,
the quorum requirement shall be one-tenth (1/10) of the votes of the
Membership of the Corporation and any business which might lawfully have
been transacted at the meeting as originally called may be transacted
without further notice.

Section 6. Proxies. At all meetings of Members, each Member may vote in
person or by proxy. All proxies shall be in writing and filed with the
Secretary prior to the meeting. The proxies in favor of the Developer
pursuant to Section 9 of this Article shall be deemed to have been filed
with the Secretary prior to each meeting. Every proxy shall be revocable
by written notice to the Secretary, except that any and all proxies in
favor of the Developer as provided in Section 9 of this Article shall be
deemed to be irrevocable.
Any proxy other than a proxy in favor of Developer pursuant to Section 9
of this Article shall be deemed revoked upon notice to the Corporation as
provided in the Master Deed of conveyance of title to a Unit by a Member.

Section 7. Voting. The vote of the majority of votes from those present,
either in person or by proxy, provided a quorum is present in person or
by proxy, shall decide any question brought before the meeting, unless
the question is one upon which a different vote is required by the laws
of the Commonwealth of Kentucky, the Master Deed, the Articles of
Incorporation or these By-Laws.

Section 8. Suspension of Voting Privileges. No Member shall be eligible
to vote or to be elected to the Board who is more than thirty (30) days
delinquent in the payment of any assessment due the Corporation.

Section 9. Developer's Proxy. The Developer, or such person or entity as
the Developer has designated in writing, shall have the irrevocable proxy
of every Member of the Corporation to vote the vote of such Member until
the expiration of the Developer Control Period.

ARTICLE IV
BOARD OF DIRECTORS-SELECTION-TERM OF OFFICE
Section 1. Number. The affairs of this Corporation shall be managed by a
Board of three (3) directors, none of whom need be Members of the
Corporation.

Section 2. Term of Office. The directors initially appointed by the
Developer pursuant to the Articles of Incorporation during the Developer
Control Period shall serve until the expiration of the Developer Control
Period. In the event of death, vacating of office, resignation or removal
of a director during the Developer Control Period, such director's
successor shall be selected by the Developer. If the Developer refuses or
is unable to do so the remaining directors shall appoint a replacement
and if there are no remaining directors the Members shall appoint
directors. At the expiration of the Developer Control Period, Developer
shall call a special meeting of the Members of the Corporation as herein
provided. At that meeting the Members shall elect three (3) directors,
one for a term, of one (1) year; one for a term of two (2) years; and one
for a term of three (3) years. Thereafter each director shall be elected
for a term of three (3) years.

Section 3. Removal. During the Developer Control Period, any director may
be removed from the Board, with or without cause by the Developer.
Subsequent to the Developer Control Period, any director may be removed
from the Board, with or without cause, by a majority vote of the Members
of the Corporation. In the event of death, vacating of office, esignation
or removal of a director during the Developer Control Period, such
director's successor shall be selected by the Developer. In the event of
death, vacating of office, resignation or removal of a director after the
Developer Control Period, such director's successor shall be selected by
the remaining Members of the Board and shall serve for the unexpired term
of his predecessor, or if no members of the Board remain, by the majority
vote of a quorum of the Members of the Corporation at a special meeting
called for such purpose.
Section 4. Compensation. No director shall receive compensation for any
service he or she may render to the Corporation. However, any director
may be reimbursed for actual expenses incurred in the performance of such
director's other duties.

Section 5. Action Taken Without a Meeting.   The directors shall have the
right to take any action in the absence of   a meeting which they could
take at a meeting by obtaining the written   approval of all the directors.
Any action so approved shall have the same   effect as though taken at a
meeting of the directors.

ARTICLE V

NOMINATION AND ELECTION OF DIRECTORS

Section 1. Nomination. After the Developer Control Period, nominations
may be made from the floor at the annual meeting or at any meeting called
to elect directors. Such nominations may be made from among Members or
non-Members.

Section 2., Election. After the Developer Control Period, election to the
Board shall be by secret written ballot. At such election the Members in
person or by proxy may cast in respect to each vacancy as many votes as
they are entitled to exercise under the provisions of the Master Deed,
The persons receiving the largest number of votes shall be elected.
Cumulative voting is not permitted.

ARTICLE VI
MEETINGS OF DIRECTORS
Section 1. Regular Meetings. The Board shall meet annually within ten
(10) days after the annual meeting of Members and in addition to the
annual meeting shall meet at regular meetings reasonably established as
to time and place by resolution of the Board. Should said meeting fall
upon a legal holiday, then that meeting shall be held at the same time on
the next day which is not a legal holiday.

Section 2. Special Meetings. Special meetings of the Board shall be held
when called by the President of the Corporation, or by any two directors,
after not less than three (3) days notice to each director.

Section 3. Waiver of Notice. Any requirement of notice to a director
provided under this Article VI may be waived by the director entitled
thereto by written waiver of such notice signed by the director and
filed with the Secretary of the Corporation. Attendance at a meeting is
deemed waiver of notice.

Section 4. Quorum. A majority of the number of directors shall constitute
a quorum for the transaction of business. Every act or decision done or
made by a majority of the directors present and voting at a duly held
meeting at which a quorum is present shall be regarded as the act of the
Board.

ARTICLE VII
POWERS AND DUTIES OF THE BOARD OF DIRECTORS

Section 1. Powers. The Board shall have power to:

(a) adopt and publish Rules and Regulations governing the use of the
Common Areas, Limited Common Areas, Property and the personal conduct of
the Members, tenants and the guests, employees, agents, invitees and
licensees of all of them and to establish penalties for the infraction
thereof;
(b) exercise for the Corporation all powers, duties and authority vested
in or delegated to the Board and/or this Corporation by provisions of
these By-Laws, the Articles of Incorporation and the Master Deed;
(c) after the Developer Control Period declare the office of a member of
the Board of Directors to be vacant in the event such member shall be
absent from three (3) consecutive regular meetings of the
Board of Directors; and
(d) employ a manager, an independent contractor and/or such other
employees as it deems necessary, and to prescribe their duties.
Section 2. Duties. It shall be the duty of the Board of Directors to:

(a) cause to be kept a complete record of all its acts and corporate
affairs and to present a statement thereof to the Members at the annual
meeting of the Members, or at any special meeting when such statement is
requested in writing by Members who together can cast one-fourth (1/4) of
the votes of the Corporation;
(b) supervise all officers, agents and employees of this Corporation, and
see that their duties are properly performed;
(c) as more fully provided in the Master Deed, to:
(1) fix the amount of the Annual Assessment against each Unit at least
thirty (30) days in advance of each Annual Assessment period;
(2) send written notice of each Annual Assessment to every Owner subject
thereto at least thirty {30) days in advance of each Annual Assessment
period (failure to receive the notice onto give it shall not excuse
payment of the assessment or any installment thereof); and
(3) foreclose the lien of any assessment against any Unit for which
assessments are not paid and/or to bring an action at law against the
Owner or Owners personally obligated to pay the same, when, in the sole
determination of the Board, foreclosure or an action at law is necessary
to collect such assessments and otherwise protect the interest of the
Corporation;
(d) issue, or to cause an appropriate officer to issue, upon demand by
any person, a certificate setting forth whether or not any assessment has
been paid; a reasonable charge may be made by the Board for issuance of
such certificates;
(e) procure and maintain insurance as provided in the Master Deed;
(f) cause the Common Areas to be maintained; and
(g) otherwise perform duties imposed on the Corporation by the Master
Deed.

ARTICLE VIII
OFFICERS AND THEIR DUTIES
Section 1. Enumeration of Officers. The officers of this Corporation
shall be a President and Vice-president, who shall at all times be
members of the Board, a Secretary, and a Treasurer, and such other
officers as the Board may from time to time by resolution appoint.

Section 2. Election of Officers. The election of officers shall take
place at the first meeting of the Board following the recording of the
Master Deed and thereafter at the first meeting of the Board following
each annual meeting of the Members.

Section 3., Term. The officers of this Corporation shall be elected
annually by the Board and each shall hold office for one (1) year unless
such officer shall sooner resign, or shall be removed, or otherwise
be disqualified to serve and the successor thereto is duly elected and
qualified.

Section 4. Special Appointments. The Board may elect such other officers
as the affairs of the Corporation may require, each of whom shall hold
office for such period, have such authority, and perform such duties as
the Board may, from time to time, determine.

Section 5. Resignation and Removal. Any officer may be removed from
office with or without cause by the Board. Any officer may resign at any
time by giving written notice to the Board, the President or the
secretary. Such resignation shall take effect on the date of receipt of
such notice or at any later time specified therein, and unless otherwise
specified therein, the acceptance of such resignation shall not be
necessary to make it effective.

Section 6. Vacancies. A vacancy in any office may be filled by
appointment by the Board. The officer appointed to such vacancy shall
serve for the remainder of the term of the officer he replaces.

Section 7. Multiple Offices. The offices of Secretary and Treasurer may
be held by the same person. The offices of Vice-President and Secretary
may be held by any other officers except the President. No person shall
hold more than two (2) offices simultaneously. No person shall
simultaneously hold more than one of any of the other offices except in
the case of special offices created pursuant to Section 4 of this
Article.

Section 8. Duties. The duties of the officers are as follows:
President

The President shall preside at all meetings of the Board and the Members
and shall see that orders and resolutions of the Board are carried out.

Vice-President

The Vice-President shall act in the place of the President in the event
of his absence, inability or refusal to act, and shall exercise and
discharge such other duties as may be required of him by the Board.
Secretary
The Secretary shall record the votes and keep the minutes of all meetings
and proceedings of the Board and of the Members; serve notice of meetings
of the Board and of the Members; keep appropriate current records showing
the Members of the Corporation together with their addresses, and shall
perform such other duties as required by the Board.

Treasurer

The Treasurer shall receive and deposit in appropriate bank accounts all
monies of the Corporation and the Council and shall disburse such funds
as directed by resolution of the Board; keep proper books of account;
cause an annual review of the Corporation's books to be made at the
completion of each fiscal year; and shall prepare an annual budget and a
statement of income and expenditures, a copy of which shall be given to
each Member at the Corporation's regular annual meeting.

ARTICLE IX
COMMITTEES
The Board may appoint such committees as it desires.

ARTICLE X.

INDEMNIFICATION PROVISIONS

In addition to any other right or remedy to which the persons hereinafter
described may be entitled, under the Articles of Incorporation, By-Laws,
Master Deed, any other agreement, or by vote of the Members or otherwise,
the Corporation shall indemnify any director or officer of the
Corporation or former director or officer of the Corporation, who was or
is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative by reason of the fact that he or she is
or was a director or officer of the corporation, against expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him or her in connection
with such action, suit or proceeding if such person acted in good faith
and in a manner he or she believed to be in or not opposed to the best
interest of the corporation, and with respect to any criminal action or
proceeding, had no reasonable cause to believe such person's conduct was
unlawful. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not of itself create a presumption that the person did
not act in good faith and in a manner which such person reasonably
believed to be in or not opposed to the best interest of the corporation,
or, with respect to any criminal action or proceeding, have reasonable
cause to believe that such person's conduct was unlawful.

ARTICLE XI

MISCELLANEOUS

Section 1. Books and Records. The books, records and papers of the
Corporation shall at all times, during reasonable business hours, be
subject to inspection by any Member. The Master Deed, the Articles
of Incorporation and the By-Laws of the Corporation shall be available
for inspection by any Member at the principal office of the Corporation,
where copies may be purchased at reasonable cost.

Section 2. Fiscal Year, The fiscal year shall begin on the first day of
January of every year, except that the first fiscal year of the
Corporation shall begin at the date of incorporation. The commencement
date of the fiscal year herein established may be changed by the Board.

Section 3. Execution of Corporation Documents. With the prior
authorization of the Board, all notes, contracts and other documents
shall be executed on behalf of the Corporation by either the President or
the Vice-President or Secretary, and all checks and other drafts shall be
executed on behalf of the Corporation by such officers, agents or other
persons as are, from time to time, by the Board, authorized to
do so.

Section 4. Conflict. In the case of any conflict between the Articles of
Incorporation and these By-Laws, the Articles shall control; and in the
case of conflict between the Master Deed and these By-Laws,
the Master Deed shall control.

Section 5. Amendments. During the Developer Control Period, these By-laws
may be amended at any time by the Developer. After the Developer Control
Period, these By-Laws may be amended, at a regular or special meeting of
the Members, by affirmative vote of 51% of the total number of votes of
the Members of the Corporation.

				
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