DISCLAIMER:  The following is provided for informational purposes only and is not to be considered a legal copy.

FOX RUN, UNIT THREE

WHEREAS, the undersigned, FOX RUN, Inc., is the owner of a tract of land situated in Knox County, Tennessee, more particularly described in Exhibit A attached hereto, which has been designated as Fox Run, Unit Three, a subdivision to Knox County, Tennessee, a map of which is recorded in the Register’s Office for Knox County, Tennessee, in Map Cabinet M, Slide 322D, to which map specific reference is hereby made for a more particular description; and

WHEREAS, the undersigned has heretofore, by instrument dated January 17, 1990, entitled "Declaration of Covenants and Restrictions, Fox Run, Unit One," and recorded in the Register’s Office for Knox County, Tennessee, in Deed Book 1999, Pages 0036-0070, declared and established certain restrictive covenants for the then owners and all subsequent owners of any lot or lots in Unit One of Fox Run Subdivision; and

WHEREAS, the undersigned has heretofore, by instrument dated May 18, 1991, entitled "Declaration of Covenants and Restrictions, Fox Run, Unit Two," and recorded in the Register’s Office for Knox County, Tennessee, in Deed Book 1038, Page 901, declared and established the above described Declaration of Covenants and Restrictions for Fox Run, Unit One, to be the covenants and restrictions for the then owners and all subsequent owners of any lot or lots in Unit Two of Fox Run Subdivision, and

WHEREAS, the undersigned, as owner of additional lands lying adjacent to the aforesaid Fox Run, Unit One and Unit Two Subdivision, has developed additions to said Fox Run Subdivision designated as Unit Three thereof, as shown on the above referenced maps of record in the Register’s Office for Knox County, Tennessee, and described in Exhibit A hereto, desires to declare and make applicable the same covenants and restrictions to Fox Run, Unit Three, as have been declared and established for the original Fox Run, Unit One and Unit Two Subdivision except as amended and modified herein..

NOW, THEREFORE, for and in consideration of the premises and the mutual benefit to be derived by all parties concerned, Fox Run, Inc. does hereby agree and covenant with all subsequent owners of lots in Unit Three of Fox Run Subdivision, further described in Exhibit A hereto, as follows:

That the Declaration of Covenants and Restrictions established for the original Fox Run, Unit One, Subdivision, as contained in that certain instrument dated January 17, 1990, and recorded in the Register’s Office for Knox County, Tennessee, in Deed Book 199, Pages 0036-0070, be and the same is hereby made applicable to said Unit Three of said Subdivision, and Fox Run, Inc. does hereby agree and covenant that all and singular of the terms, provisions and covenants contained in said instrument shall be covenants running with the land and shall be binding of all subsequent owners thereof and shall inure to the benefit of all owners of any of the lots in said Unit Three of Fox Run Subdivision, as the same appear on maps of record referred to above and as described in Exhibit A hereto.

Further, in addition to the Dwelling Restrictions and requirements set forth in Article XIII, Section 1, of the above described Declaration of Covenants and Restrictions, not less than 50% of the exterior wall surface of all dwellings in Unit Three of Fox Run Subdivision shall be of brick or stone or stucco, or a combination of brick, stone or stucco.

The Detection Basin and Drainage Easements (the "Easement Tracts") shown and described on the recorded plat of Fox Run, Unit Three, and described in the Perpetual Drainage and Easement Agreement dated December 18^th, 1992, and recorded in Deed Book 2095, page 323, in the Register’s Office for Knox County, Tennessee, will be a part of the "Common Properties" defined in, and pursuant to, the Declaration of Covenants and Restrictions referenced herein. Thereafter, the Easement Tracts serving all units of Fox Run Subdivision shall be treated as Common Properties of Fox Run Subdivision and shall be maintained as such, insofar as maintenance, repair or replacement is concerned, through assessments as provided in Article V of the Declaration of Covenants and Restrictions

IN WITNESS WHEREOF, Fox Run, Inc. has caused this instrument to be executed and its name to be signed by its President pursuant to the authority of its Board of Directors, this 8^th day of December, 1992.

FOX RUN, INC.

By: John Fiser, President

Notarized by: Keith McCord

Exhibit A not included (legal description only)