PAUL SEMONIN DEVELOPMENT COMPANIES, INC., a Kentucky corporation, Semonin Building, 4812 U.S. Highway 42, Louisville, Kentucky (the "Developer") on the 10^th day of August, 1973, declares this as its plan for ownership in condominium of the property on Charter Oaks Drive, Louisville, Jefferson County, Kentucky.

This property is more particularly described in SCHEDULE A, attached hereto and made a part hereof.

In order to create a Condominium Project consisting of the property described in SCHEDULE A and improvements thereon (the "Project"), to be known as SHAKER FARMS, Developer hereby submits this property regime established under the Horizontal Property Law, Sections 381.805 through 381.910 of the Kentucky Revised Statutes. In furtherance thereof, Developer makes the following declarations regarding divisions, limitations, restrictions, covenants and conditions, hereby declaring that this property shall be held, conveyed, mortgaged, encumbered, leased, rented, used, occupied, and improved subject to this Declaration. These declarations constitute covenants running with the land and are binding on and for the benefit of present and future owners and lessees of any part of the Project.

A. Division of Property

The Project is hereby divided into the following separate freehold estates:

1. Units - 134 separately designated and described one and two-level units, consisting of the space within the perimeter walls, ceilings and floors, of each unit (referred to in this instrument as "units") designated or to be designated on plans recorded in the office of the County Court Clerk of Jefferson County, Kentucky, the plans for the units in Apartment Ownership Book 3 File 19, Pages 8 through 13, as amended and supplemented from time to time until completed, which plans are incorporated in this instrument by reference. The plans include:

(a) There shall be 134 units located in 26 buildings. The units are designated by building numbers and letters in SCHEDULE B of this instrument, attached hereto and made a part hereof.

(b) Provided, however, most of the buildings shown on the plans are not at this time completed, said plans showing the floor plans of Building Number 1 and Building Number 2, as built, and showing the layout, location, and designation and demensions of the units in said buildings only. This instrument shall be amended and said plans supplemented from time as construction thereof is completed. The right being reserved herein by the Developer to so amend and supplement without necessity of any unit owner or other interest holder joining in said instruments.

(c) In the event that less than 134 units are substantially completed by the 31^st day of December, 1978 this Master Deed and Declaration shall be amended at that time to limit the number of units to those in fact built or under construction at said time, along with amended plans so indicating, it being understood that the Developer shall have the right to so amend at that time without necessity of any unit owners, or other interest holders joining in the amending instruments. Such amendment, if and-when made, shall (alter the percentage of common interest) as outlined in the Percentage of Common Interest Column of said SCHEDULE B of this instrument in the manner described in Section B, Paragraph 2 of this instrument.

(d) The respective units shall not be deemed to include the undecorated or unfinished surfaces of the perimeter walls or interior bearing walls, the floors and ceilings surrounding each unit, or any pipes, wires, conduits or other utility lines running through each unit which are utilized for or serve more than that unit, the same being the common elements as hereinafter provided. Each unit shall be deemed to include all the walls and partitions which are not bearing and the floor and ceiling separating the first level of any two-level unit from the second level, within its perimeter walls, the inner decorated or finished surfaces of all such walls, floors and ceilings and all built-in household appliances, hot water heater and heating-air conditioning equipment.

2. Common Elements - A freehold estate consisting of all remaining portions of the Project shall be hereafter referred to as "common elements". This term includes the buildings, the land on which they are located, and all elements mentioned in said Horizontal Property Law which are actually constructed in the Project. This includes, but is not limited to:

(a) The land in fee simple;

(b) All foundations, columns, girders, beams, supports, load-bearing walls, roofs, chases, entries, stairways, attics, corridors, entrances and exits of the buildings and the basement parking areas, enclosed and not enclosed, driveways and roadways, gardens and recreational facilities, located or to be located on the land. (c) All ducts, pipes, electrical equipment, wiring and other essential and appurtenant installations for services, including installations for power, light, hot water, refuse dispossal and telephone service.

3. Limited Common Elements - Certain parts of the common elements designated as "limited common elements" are hereby set aside and reserved for the exclusive use of certain units, or a group of units within one building, and such unit or units shall have appurtenant thereto an exclusive easement for the use of the applicable limited common elements. The limited common elements so set aside and reserved are those customarily and rationally of limited common use for less than all the units in the regime.

4. Parking Spaces - Each unit has available to it one parking space in a garage or carport (limited common element). If said parking space is not enclosed, the unit owner having said space shall have the right to enclose same, including the right to put a partition between said space and the adjoining space so long as said partition does not encroach upon the adjoining parking space by more than three inches or one-half of its width (whichever is less). The remaining parking spaces within the regime shall be subject to the control and regulation of the Council of Co-Owners.

5. Heating and Cooling Apparatus and Hot Water Heaters - Each unit has, as an appurtenance, a separate furnace unit or a furnace - air conditioning unit (including separate condenser) and hot water heater. The equipment may be physically located in the areas designated common elements. This ownership shall not include the ducts and pipes leading from said equipment to the unit being serviced, which ducts and pipes are part of the common elements under Section A2(c) hereof: provided, no action of the Council of Co-Owners may prevent a unit from being properly and comfortably serviced by said commonly-owned ducts and pipes.

6. Additional Access to Unit from Garage - The owners of those units that abut the garage or carport parking space for said unit shall have the right, at said owner's expense, to alter the wall of said unit to effect an entrance from said parking space to said unit, so long as said alteration will not cause structural damage to the building or in any way impair the support of or utility services for the building. If it is necessary to relocate any heating and/or air conditioning apparatus in doing so, such relocation is permitted, limited to the area of the parking space involved, unless otherwise permitted by the Board of Administration.

B. Common Interest

1. Each unit shall have appurtenant thereto an undivided percentage interest in the common elements (such interest being referred to herein as the "common interest"); shall have the proportionate share and responsibility in all common profits and expenses of the Project; and shall have this interest for all other purposes including voting. The undivided percentage interest for each unit is as shown in the attached SCHEDULE B.

2. Provided, however, if, as contemplated in Section A, Paragraph 1(c), less than 134 units are built, thus permitting amendment to the plans and to this Master Deed and Declaration as heretofore provided, the percentage of common interest allotted above to those units that are not in fact constructed shall be totalled, the total being divided by the number of units in fact constructed with the quotient thus obtained being added to the percentage of common interest of each unit in fact constructed. The Amended Master Deed and Declaration shall so indicate at that time, and any unit purchasers or other interest holders acquiring title between this date and the date of said Amended Master Deed and Declaration shall be bound by this provision and entitled to the benefits thereof.

C. Easements

In addition to any exclusive easements hereby established in the limited common elements, the units and common elements shall also have and be subject to the following easements:

1. Each Unit shall have appurtenant thereto non-exclusive easements in the common elements for such purposes as ingress and egress, utility services and support, maintenance and repair of such unit, in the common elements, and in all other units and limited common elements of the buildings or structures for the purpose of support.

2. If any part of the common elements encroaches upon any unit or limited common element, a valid easement for such encroachment and maintenance thereof, so long as it continues, shall and does exist. In the event any building of this Project shall be partially or totally destroyed and then rebuilt, minor encroachments of any parts of the common elements due to construction shall be permitted, and valid easements for such encroachments and the maintenance thereof shall exist.

3. The Council of Co-owners shall have the right, to be exercised by its Board of Administration or the Administrator, to enter any unit and the limited common elements from time to time during reasonable hours, as may be necessary for the operation of the Project or for making emergency repairs necessary to prevent damage or discomfort to any part of the Project.

4. The right of ingress and egress of any public utility company providing utility service to the Project for the purpose of construction, servicing, maintaining, and replacing the facilities and equipment necessary to provide said services, so long as said utilities exercise this right in a reasonable manner.

5. Easements of record affecting the property.

D. Alteration and Transfers of Interest

Except as heretofore provided, the common elements and easements appurtenant to each unit shall have a permanent character and shall not be altered without the consent of the unit owner affected, expressed in a recorded amendment to this Declaration, except as otherwise provided in Section A and B, hereinabove.

E. Partition

The common elements, both general and limited, shall remain undivided and shall not be the object of an action for partition or division of the co-ownership. Any covenant to the contrary shall be void.

F. Use

The units shall be used only for residential purposes, subject to such limitations and conditions as may be contained herein, or in the Bylaws of the Council of Co-owners, and house rules which may be adopted from time to time governing the use of the units.

G. Council of Co-owners

The administration of the Project shall be vested in its Council of Co-owners (the "Council"), consisting of all unit owners of the Project in accordance with the Bylaws of the Council. The owner of any unit, upon acquiring title, shall automatically become a member of the Council and shall remain a member until such time as his ownership of such unit ceases for any reason, at which time his membership in thy Council shall automatically cease; provided, that to the extent (including the right to exercise voting rights) as may be provided by the deed of lease of any unit filed with the Council's Board of Administration or Administrator, the lessee of such unit shall be deemed to be the owner.

The above paragraph notwithstanding, the administration of the Project shall be vested in Paul F. Semonin, Jr., Thomas Garson Helm and James L. Elliott, or the survivors or them, as representatives of the Developer, until the earlier of the following two events: (1) sale by the Developer of 100 or more units, (2) the 31^st day of December, 1978. Said three men, or the survivor or survivors of them, shall compose the Council of Co-owners and the Board of Administration during the aforesaid period of time, all unit owners agreeing to such administration in accepting a conveyance.

H. Administration of the Project

Operation of the Project, including maintenance, repair, replacement and restoration of the common elements, and any additions and alterations to them, shall be in accordance with the provisions of the Kentucky Horizontal Property Law, this Declaration and the Bylaws of the Council. Specifically, but without limitation, the Council shall

1. Make, build, maintain and repair all fences, sewers, drains, roads and driveways, curbs, sidewalks and parking areas which may be required by law to be made, built, maintained and repaired upon, adjoining, in connection with, or for the use of any part of the Project.

2. Keep all common elements of the Project in a clean and sanitary condition, and observe and perform all laws, ordinances, rules and regulations now or thereafter made by any governmental authority applicable to the Project.

3. Well and substantially repair, maintain and keep all common elements of the Project (including without limitation the buildings, garages, grounds and parking area) in good order and condition except as otherwise provided in this instrument; maintain and keep said land and all adjacent land between any street boundary of the Project and the established street line in a neat and attractive condition, including keeping all trees, shrubs and grass in good cultivation; replant the same as may be necessary; and repair and make good all defects in the common elements of the Project required in this instrument to be repaired by the Council.

4. Observe any setback lines affecting the Project as shown on the plans herein mentioned, and not erect, place or maintain any buildings or structures except approved fences or walls between any street boundary of the Project and the setback line along said boundary.

5. Not make or suffer any strip or waste or unlawful improper or offensive use of the Project.

I. Administrator or Managing Agent

Operation of the Project shall be conducted for the Council by the Board of Administration or by an Administrator (who will be the Developer during the period outlined in Section G, hereinabove) who shall be chosen by the Council in accordance with the Bylaws.

J. Common Expenses

All charges, cost and expenses incurred by the Council for or in conjunction with the administration of the Project, including (without limitation thereof) operation of the Project; maintenance, repair, replacement and restoration of the common elements; 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 elements; any accident or fire on the common elements or any nuisance thereon; all premiums for hazard, liability and other types of insurance with respect to the Project; and legal, accounting, management and other services shall constitute common expenses of the Project, of which the unit owners shall be severally liable for their respective proportionate shares.

K. Waiver or Use of Common Elements

No unit owner may except himself from liability for his contribution towards the common expenses by waiver of the use or enjoyment of any of the common elements or by abandonment of his unit.

L. Compliance with Declaration, Bylaws and Decisions

All unit owners, their tenants, families, servants and guests, and any other person who in any manner use any part of the Project, shall be bound by and comply strictly with all the house rules, agreements, decisions and determinations of the Council, as lawfully made or amended from time to time. Failure to comply with any of the same shall be grounds for action to recover sums due for damages or injunctive relief, or both, maintainable by the Administrator or the Board on behalf of the Council, and in a proper case, by an aggrieved unit owner.

M. Unpaid Common Expenses Constitute Lien

All sums assessed by the Council but unpaid (for the share of the common expenses chargeable to any unit) shall constitute a lien on such unit prior to all other liens except (1) liens for taxes and assessments lawfully imposed by governmental authority against such unit, and (2) the lien of a first mortgage. Such lien may be enforced by suit by the Council, or the Administrator acting on his behalf, in like manner as a mortgage of real property, provided that thirty days prior written notice of intention to sue to enforce the lien shall be mailed, postage prepaid, to all persons having an interest in such unit as shown on the Council's record of ownership. The Administrator acting on behalf of the Council pursuant to directions of its Board, shall have the power to bid in such unit at judicial sale and to acquire, hold, lease, mortgage and convey such unit. Suit to recover a money judgement for unpaid common expenses shall be maintainable without judicial lien enforcement and without waiving the lien securing the same.

N. Acquisition by Judicial Sale

Where the mortgagee of a mortgage of record or other purchaser of any unit obtains title to such unit as a result of the judicial enforcement of the mortgage, such party and his successors shall not be liable for assessments on the share of common expenses which become due prior to such acquisition of title. Such unpaid shares of common expenses or assessments shall be deemed to be common expenses collectible from all of the unit owners including such new owner.

O. Insurance

1. The Board of Administration shall obtain insurance for the Project against loss or damage by fire, and such other hazards as the Board may deem advisable, for the full insurable replacement cost of the common elements (limited and general) and the units. Such insurance coverage shall be written in the name of and proceeds thereof shall be payable to, the Council or the Board, as the trustee for the Co-owners, in the proportion of their respective percentages of ownership interest in the common elements as established herein (or as amended hereafter). Premiums for such insurance shall be common expenses.

2. The Board shall obtain comprehensive public liability insurance in such limits as it shall deem desirable, and workmen's compensation insurance and other liability insurance as it may deem desirable, insuring each unit owner and the Council, Board Administration or managing agent from liability in connection with the common elements, and the premiums for such insurance shall be common expenses.

3. Each unit owner shall be responsible for his own insurance on the contents of his own unit, his additions and improvements thereto, decorations, furnishings and personal property therein, and his personal property located elsewhere in the Project.

P. Reconstruction

Where destruction partial or total, of one or more buildings occurs, arising from events covered by insurance or not, the determination as to reconstruction shall be governed by the Kentucky Horizontal Property Law, more particularly Sections 381.89 and 381.895 of the Kentucky Revised Statutes, as may be amended or supplemented from time to time.

Q. Alteration of Project

Restoration or replacement of the Project (unless resulting from casualty destruction), or construction of any additional building, different in any material respect from the condominium plans of the Project, shall be undertaken by the Council or any Co-owners only after unanimous approval by the Board of Administration, who shall have the authority to amend this Declaration, with written consent of the holders of all liens affecting any of the units, and in accordance with the complete plans and specifications approved in writing by the Board. Promptly upon completion of such restoration, alteration or replacement, the Board of Administration shall duly record the amendment with a complete set of floor plans of the Project as so altered, certified as built by a registered architect or engineer.

R. Maintenance Reserve Fund The Board shall establish and maintain a Maintenance Reserve Fund by the assessment of all the unit owners in monthly installments according to their respective proportionate shares of the amount which the Board may annually estimate as adequate to provide for utilities, insurance, maintanance and repair of the common elements, and other expenses and administration of the Project, all of which are common expenses of the Project: The Board may include reserve for contingencies in such assessments, and such assessments may from time to time be increased or reduced at the discretion of the Board. The proportionate interest of each unit owner in said Fund cannot be withdrawn or separately assigned, but shall be deemed to be transferred with such unit even though not especially mentioned or described in the conveyance thereof. In case the Horizontal Property Regime hereby created shall be terminated or waived, any part of the said Fund remaining after full payment of all common expenses of the Council shall be distributed to all unit owners in their respective proportionate shares.

S. Liability of Developer for Common Expenses

The Developer shall be responsible for the common expenses of the Project, over and above amounts payable to the Maintenance Reserve Fund by the unit owners, until one hundred units have been sold. Thereafter, the Developer shall be liable for assessment for common expenses, made against unit owners in accordance with their percentage interest, only on units owned by the Developer and occupied by its lessees. Any unoccupied units, still owned by the Developer, shall not be liable for common expenses (contribution to the Maintenance Reserve Fund).

T. Amendment of Declaration Except that otherwise provided herein or in said Horizontal Property Law, this Declaration may be amended by signatures of seventy-five per cent of the unit owners, effective only upon recording of a signed instrument setting forth the amendment.

U. Voting Percentages

The term "majority" or "majority of unit owners" herein means the owners of the units to which are appurtenant more then fifty per cent of the common interest. Any specified percentage of the unit owners means the owners of units to which are appurtenant such percentage of the common interest. Where a unit is jointly owned by one or more persons, the vote for that unit may be cast by one of the joint owners. Where the joint owners of one unit cannot agree on a vote, the vote applicable to that unit shall not be considered.

Joining in this instrument is Liberty National Bank and Trust Company of Louisville, holder of a mortgage on the property being submitted herein to a horizontal property regime, to indicate its consent thereto, the Developer agreeing that Liberty's lien rights are hereby transferred to the individual units of the condominium project herein established.

WITNESS the signature of the Developer by two authorized officers and the signature of Liberty National Bank and Trust Company of Louisville by its duly authorized officer the day and year above given.

Unofficial Sidenote: This document was signed by representitives of both Paul Semonin Development Companies, Inc. and of Liberty National Bank and Trust Company of Louisville on August 10, 1973.

PAUL SEMONIN DEVELOPMENT COMPANIES, INC., a Kentucky corporation, Semonin Building, 4812 U. S. Highway 42, Louisville, Kentucky (the "Developer"), on this 29^th day of March, 1974, hereby declares and publishes this amendment to the Master Deed and Declaration of Horizontal Property Regime for Shaker Farms, dated August 10, 1973, and recorded in Deed Book 4652, Page 323, in the office of the Clerk of the County Court of Jefferson County, Kentucky.

WHEREAS, when the aforesaid Master Deed was executed and recorded the inclusion of fireplaces and chimneys was not contemplated in the development of the units, and

WHEREAS units presently under construction and units to be built in the future may include fireplaces and chimneys, and

WHEREAS existing unit owners may wish to add a fireplace and chimney to their units,

The Developer, Paul Semonin Development Companies, Inc., hereby amends the Master Deed and Declaration of Horizontal Property Regime for Shaker Farms, hereinabove described, to permit the inclusion of fireplaces and chimneys, accessory to units, located within the common elements of the regime, with the understanding that said facilities shall be a part of said unit, the maintenance, repair, upkeep and replacement being the sole responsibility and liability of the unit owner possessing same.

IN TESTIMONY WHEREOF, witness the signature of the Developer by its duly authorized officers the day and year first above given.

Unofficial Sidenote: This document was signed by two representitives of Paul Semonin Development Companies, Inc. on August 10, 1973. Two identical expense reports, dating from January 1, 1991 to December 31, 1991, were included with this document. A note was also included pertaining to the inspection of the deck at #3730