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SUPPLEMENTAL DECLARATION
of
PROTECTIVE COVENANTS
and
OWNERS SUBASSOCIATION
for
THE SINGLE-FAMILY
RESIDENTIAL DEVELOPMENT
AT
COOL SPRINGS

Prepared by:
Hines Interests Limited Partnership
Development Manager
for
Cool Springs Real Estate Associates, L.P.

October 2 , 1995

Recorded This Day of
October 1995
At

Deed Book 1335, Pages (632 to 675),
Williamson County, Tennessee, Real Property Records


TABLE OF CONTENTS

ARTICLE I  DECLARATION

ARTICLE II  DEFINITIONS

ARTICLE III  SINGLE-FAMILY SUBASSOCIATION

ARTICLE IV  DUTIES AND POWERS OF SINGLE-FAMILY SUBASSOCIATION

ARTICLE V  ASSESSMENTS

ARTICLE VI  SINGLE-FAMILY SUBASSOCIATION PROPERTIES

ARTICLE VII  DECLARANT'S RIGHTS AND RESERVATIONS

ARTICLE VIII  USE RESTRICTIONS AND RULES

ARTICLE IX  DEVELOPMENT AND DESIGN APPROVAL

ARTICLE X  CONDEMNATION

ARTICLE XI  ANNEXATION OF ADDITIONAL PROPERTY

ARTICLE XII  MORTGAGEE PROVISIONS

ARTICLE XIII  EASEMENTS

ARTICLE XIV  MAJOR BUILDERS

ARTICLE XV  GENERAL PROVISIONS


CROSS REFERENCE: DEED BOOK 1235, PAGE 725,
WILLIAMSON COUNTY, TENNESSEE, REAL PROPERTY RECORDS

SUPPLEMENTAL DECLARATION OF PROTECTIVE COVENANTS

AND OWNERS SUBASSOCIATION

FOR

THE SINGLE-FAMILY RESIDENTIAL DEVELOPMENT AT COOL SPRINGS

THIS SUPPLEMENTAL DECLARATION OF PROTECTIVE COVENANTS AND OWNERS SUBASSOCIATION (this 'Supplemental Declaration") hereby declared on October 2. , 1995, by Cool Springs Real Estate Associates, L.P., a Tennessee Limited Partnership (the "Declarant");

WITNESSETH THAT:

WHEREAS, Declarant is developing a mixed-use real estate project, containing at this date approximately 870 acres, located in Franklin, Tennessee, named "Cool Springs East";

WHEREAS, in furtherance of such development, Declarant has recorded that certain Declaration of Protective Covenants and Owners Association for Cool Springs East Side (the "Declaration"), dated October 4, 1994, and recorded on October 5, 1994, at Deed Book 1235, Pages 725 to 785, Williamson County, Tennessee, Real Property Records;

WHEREAS, Declarant is the owner in fee simple of that certain tract of land within the "First Subdivision" (as that term is defined in the Declaration) zoned single-family and to be developed with single-family residential homes, which tract of land, is more particularly described in Exhibit "A', attached hereto and by this reference made a part hereby, containing approximately 187 acres and designated as Tract N/A on that certain Preliminary Plat for Cool Spring East Subdivision, recorded in Williamson County, Tennessee, Real Property Records, Plat Book N/A Pages N/A to N/A

WHEREAS, pursuant to and in accordance with the provisions of the Declaration, Declarant desires to make and declare the "Single-Family Subassociation Area" (as hereinafter defined) subject to this Supplemental Declaration for the purposes more particularly hereinafter set. forth;