Your Covenants :

NOW, THEREFORE, Declarant hereby declares that all of the real property described above shall be held, transferred, sold, conveyed, hypothecated or encumbered, used and occupied, subject to the conveyed, hypothecated or encumbered, used and occupied, subject to the covenants, restrictions, charges and liens (hereinafter sometimes referred to as “covenants and restrictions”) hereinafter set forth:

ARTICLE I
DEFINITIONS

The following words, when used in this Declaration, shall have the following meanings:

Section 1. “Association” shall mean and refer to The Walnut Grove Forest Hill Associates, Inc., a non-profit, non-stock corporation, incorporated under the laws of the State of Tennessee, its successors and assigns.

Section 2. “Declarant” shall mean and refer to the Owners and/or Developer, its successors and assigns.

Section 3. “Declaration” shall mean this Declaration of Covenants, Conditions and Restrictions and any supplementary Declaration filed hereto, as this Declaration may, from time to time, be amended in accordance with its terms.

Section 4. “Owner” shall mean and refer to the record owner, whether one or more persons or entities, of fee simple title to any of the Lots being a part of the real estate described hereinabove, but excluding those having such interest merely as security for the performance of an obligation, provided, however, that any purchaser at a foreclosure sale or trustee’s sale shall be deemed an Owner.

ARTICLE II

COVENANTS AND RESTRICTIONS

Section 1. These covenants and restrictions are to run with the land and shall be binding to all parties and all persons claiming under them.

Section 2. The owner(s) of each and every lot(s) on the property known and referred to as The Springs of Riveredge Subdivision as shown on Plat of record in Plat Book 150, page 20, in the Register’s Office of Shelby County, Tennessee, to which plat reference is hereby made for a more particular description of said Lots hereby covenant(s) and agree(s) to pay, at the time of acceptance of the deed thereof, whether or

not it shall be so expressed in any such deed or other conveyance, and on or before the first (1st) day of January of every consecutive year thereafter, an annual assessment, of Fifty-one and 50/100 (51.50) Dollars per lot per annum until January 1, 1996. The assessment may have an annual percentage adjustment fixed by the Consumer Price Index and adjusted accordingly on an annual basis.

This Assessment shall be paid to The Walnut Grove Forest Hill Association, Inc. The money collected from said assessment shall provide for the preservation and maintenance of property located along Walnut Grove and Forest Hill-Irene Road and more particularly noted on the plat attached hereto as Exhibit “B”. This assessment shall enable the Association to pay for the expense and maintenance of the various entrance features, planting, landscaping, irrigation and utilities located within the area(s) noted in Exhibit “B”, as well as any other expense the Association may deem necessary.

The failure to pay such annual assessment shall create a continuing lien against the delinquent lot(s). To evidence the lien of any unpaid and delinquent assessment, the Association, or an agent thereof, may prepare a written notice setting forth the amount of such unpaid indebtedness, the description of the lot(s) and the name of the owner(s). Such a notice shall be signed by an agent or representative of the Association, and may be recorded in the Register’s Office of Shelby County, Tennessee. The lien against said property shall be subordinate only to previously recorded first mortgages. The Association shall be entitled to reimbursement of any cost of collection, including, but in no way limited to, any interest at the maximum legal rate, court costs and a reasonable attorney fee should any lot owner for any reason become delinquent on the payment of the annual assessment or a portion thereof. Any expenses or costs incurred by the Association or their assigns in the collection or foreclosure of any unpaid assessment shall be the personal obligation of the owner(s) and shall be included in the lien against said lot.

ARTICLE I I I

ASSIGNMENT OF RIGHTS AND DUTIES

Declarant reserves unto itself the right and power to assign all benefits, covenants and restrictions as provided for herein to the Association at such time and at any time, as Declarant shall elect.

IN WITNESS WHEREOF, this instrument has been executed the day and year first above written.

BOYLE INVESTMENT COMPANY A Tennessee Corporation

By_______________________________

Its:_______________________________

STATE OF TENNESSEE

COUNTY OF SHELBY

Before me, the undersigned Notary Public in the state and county aforesaid, personally appeared _____________, with whom I am personally acquainted, and who, upon oath, acknowledged such person to be _____ President of BOYLE INVESTMENT COMPANY, a Tennessee corporation, the within named bargainor, a corporation, and that _____, as such _____ President, being authorized to do so, executed the foregoing instrument for the purposes therein contained, by signing the name of the corporation by _____self as such _____ President.

Witness my hand and Notarial Seal at office this _____day of April, 1995.

_________________________________

Notary Public

My Commission Expires:

___________________________________

Prepared By and Return to:

Michael E. Hewgley

Glankler Brown

6000 Poplar, Suite 200

Memphis, TN 38119

(901) 685-1322

ARTICLE VI I I.

RESTRICTIVE COVENANTS
Section 1. Residential Use. Lots 1 through 41, inclusive, shall not be used except for private residential purposes.

Section 2. Minimum Home Size. The minimum finished and heated floor area of all residences in The Village of Riveredge, exclusive of porches and garages, shall be 2,200 square feet; provided, however, that Declarant may reduce the minimum home size requirement by ten percent (10%); however, such approval must be in writing and signed by an Officer of Declarant.

Section 3. Setback Lines. Building setback lines shall be in accordance with the Final Plan and Conditions for The Village of Riveredge P.D.

Section 4. Prohibited Uses and Nuisances. In order to provide for a congenial occupation of the homes within The Village of Riveredge and to provide for the protection of the values of the entire development, the use of the residences shall be in accordance with the following provisions:

(a) Said property is hereby restricted to residential dwellings for residential use. All buildings or structures erected upon said Property shall be of new construction, and no buildings or structures shall be moved from other locations onto said Property, and no subsequent buildings or structures, other than single family houses shall be constructed. No structures of a temporary character, trailer, basement, tent, shack, garage, barn or other building shall be used on any portion of said Property at any time as a residence, either temporarily or permanently.

(b) Each Lot shall be conveyed as a separately designated and legally described freehold estate subject to the terms, conditions and provisions hereof and all easements, restrictions and covenants set out in the Plat attached hereto as Exhibit “B”.

(c) Notwithstanding any provisions herein contained to the contrary, it shall be expressly permissible for the Declarant to maintain, during the period of the sale of said Lots, upon such portion of the premises as Declarant deems necessary, such facilities as, in the sole opinion of Declarant, may be reasonably required, convenient or incidental to the sale of said Lots, including, but without limitation, a business office, storage area, construction yard, signs, model units, and sales office.

(d) No animals, livestock or poultry of any kind shall be raised, bred, or kept on any of said Lots, except that dogs, cats or other household pets may be kept, provided that they are not kept, bred, or maintained for any commercial purpose.

(e) No advertising signs (except one (1) of not more than five (5) square feet “for rent” or “for sale” sign per Lot), billboards, unsightly objects, or nuisances shall be erected, placed or permitted to remain on said Property, nor shall said Property be used in any way or for any purposes which may endanger the health or unreasonably disturb the Owner of any Lot or any resident thereof. No business activity of any kind whatever shall be conducted in any building or in any portion of said Property; provided, however, the foregoing covenants shall not apply to the business activities, signs, and billboard or the construction and maintenance of buildings, if any, of Declarant, its agents and assigns during the development and sales period of Lots in The Village of Riveredge.

(f) All equipment, garbage cans, service yards, woodpiles or storage piles shall be kept screened by adequate planting or fencing so as to conceal them from view of the private drives and street. All rubbish, trash, or garbage shall be regularly removed from the premises and shall not be allowed to accumulate thereon.

(g) Without prior written approval and the authorization of the Architectural Control Committee, no exterior television or radio antennas of any sort shall be placed, allowed, or maintained upon any portion of the improvements located upon the Property nor upon any structure situated upon the Property.

(h) No action shall at any time be taken by the Association or its Board of Directors, which in any manner would discriminate against any Owner or Owners in favor of the other Owners.

(i) No recreation vehicles or commercial vehicles, including but not limited to boats, boat trailers, house trailers, camping trailers, motorcycles, pick-up trucks, or similar type items shall be kept other than in the garage or otherwise screened from the view of neighbors or the streets.

(j) Grass, weeds, vegetation and debris on each Lot shall be kept mowed and cleared at regular intervals by the Owner thereof so as to maintain the same in a neat and attractive manner. Trees, shrubs, vines, debris and plants, which die, shall be promptly removed from such Lots. Developer, at its option and its discretion, may mow and have dead trees and debris removed from such Lots and the Owner of such Lot shall be obligated to reimburse Developer for the cost of such work should he refuse or neglect to comply with the terms of this paragraph.

(k) No obnoxious or offensive trade or activity shall be carried on upon any Lot in this planned development nor shall anything be done thereon which may be or become an annoyance or nuisance to other Owners within The Village of Riveredge.

(l) No building material of any kind or character shall be placed or stored upon any of said Lots until the Owner is ready to commence improvements. Building materials shall not be placed or stored in the street or between the curb and property lines.

(m) There shall be no violation of any rules, which may from time to time be adopted by the Board of Directors and promulgated among the membership by them in writing, and the Board of Directors is hereby and elsewhere in the Bylaws authorized to adopt such rules.

(n) Additional Deed Restrictions. Declarant reserves unto itself the right to impose additional and separate restrictions at the time of sale of any of the Lots sold by the Declarant which said restrictions may not be uniform, but may differ from Lot to Lot.

(o) Fences, Walls. All fences and walls are to be made of wood, brick or ornamental metal material, with final approval vested in the Architectural Control Committee. No fences or walls shall be erected nearer to a street than the building setback line.

(p) Gardening. Vegetable gardening will be allowed only in rear yards and must not be visible from the private street.

ARTICLE I X
COMMON EASEMENTS

Section 1. Easement of Encroachment. There shall be reciprocal appurtenant easements of encroachment as between each Lot and such portion or portions of the Common Area adjacent thereto or as between adjacent Lots due to unintentional placement or settling or shifting or Improvements constructed, reconstructed or altered thereon.

Section 2. Easement for Utilities, Etc. Declarant hereby reserves for itself and its designees (including without limitation, the City of Memphis, County of Shelby or any utility).

Plantation Oaks Manor, Section A

Protective Covenants

A. Building setback lines shall be left to the discretion of the developer, the Memphis and Shelby County Office of Construction Codes Enforcement and the interpretation of the Memphis and Shelby County Zoning Ordinance.

B. The minimum Heated Floor Area of the main building exclusive of open porches, carports and garages shall be not less than 2,200 square feet for a one story and 2,400 for one and one half story.

C. No building or fence shall be erected on any lot until the design and plot plan thereof have been approved in writing by the developer or a committee appointed by the developer; however, said approval or disapproval shall be made within ten business days after submission of plans and specifications. Approval shall include elevations, stone, brick, mortar color, siding, exterior paint color, and roof material and color.

D. No permanent structure shall be moved onto any lot unless it shall conform to and be in harmony with similar structures in this subdivision and no structure of a temporary character such as a trailer, garage, shed or other outbuilding shall be used on any lot at any time as the residence either temporarily or permanently. No structure of any kind, including but not limited to a television antenna, radio antenna, etc. can be erected which extends more than five feet above the highest point of the roof of the house and such structures shall not be erected on the street side of a residence.

E. No recreational vehicle, boat, or any type trailer may be parked or stored on any lot unless same is under a carport or in a garage; all passenger automobiles shall be parked either on the driveway or in the garage or carport. No tractor or trailer may be parked on any lot or in the street in front of any lot.

F. No motor vehicle or any other vehicle, including but not limited to a boat, motor, and boat trailer, lawn mower, tractor, etc. may be stored on any lot for the purpose of repair of same; no A-frame or motor mount may be placed on any lot nor shall any disabled or inoperable vehicle be stored on any lot.

G. No fence shall be erected on any corner lot nearer to the street line that the house setback line nor on any other lot nearer to the street line that the rear house line except that it shall be permissible to erect a fence from the residence to the side lot line immediately in front of the rear entrance door.

H. Vegetable gardening will be allowed only to the rear of the house. No animals, livestock, or poultry of any kind shall be raised, bred or kept on any lot, except dogs, cats and other household pets may be kept providing that they are not bred or kept for commercial purposes.

I. No building shall be erected on any lot wherein there shall be installed any aluminum, vinyl, or metal windows and no design shall be approved wherein a carport or any garage faces the street frontage unless a variation shall be allowed by the developer as provided in Item C.

J. Any special landscape screens including earthen berms or enhancements, fencing, entryways, and plant material shall remain in place and may not be removed.

K. These covenants are to run with the land and shall be binding on all parties and all persons claiming under them for a period of thirty years from the date these covenants are recorded, after which time said covenants shall be automatically extended for successive periods of ten years unless an instrument signed by two thirds of the then owners of the lots has been recorded agreeing to the change said covenants in whole or in part. The developer reserves the right to impose additional or separate restrictions that may not be uniform but may differ as to different plots, and further reserves the right to amend these restrictions without the approval of the owners of the lots within the subdivision until a majority of lots have been sold.

L. If the parties hereto or any of them or their heirs or assigns shall violate any of the limitations and restrictions herein, it shall be lawful for any other person or persons owning any other lot in said subdivision to prosecute any proceedings at law or in equity against the person or persons violating or attempting to violate any such limitations or restrictions and either to prevent him or them from so doing or to recover damages for such violation. The prevailing party shall be reimbursed for any reasonable legal fees incurred.

M. Invalidation of any one of these covenants by judgment or court order shall in no way affect any of the other provisions, which shall remain in full force and effect.

N. Medians and common open spaces in and along Walnut Grove and Plantation Oaks Drive will be maintained by Property Owners Association.