DECLARATION OF COVENANTS AND RESTRICTIONS OF TUCKAWAY COVE

This Declaration of Covenants and Restrictions ("Declaration"), is made and entered into on this 3rd day of January, 2002 by P. Michael Huddleston, hereinafter referred to as "Developer".

WITNESSETH:

WHEREAS, Developer is the owner of the real property described in Article II of this Declaration known as Tuckaway Cove and desires to create thereon a residential community; and

HEREAS, the spirit of these covenants is not meant to be repressive, but to promote a thoughtfully restricted neighborhood; and

WHEREAS, Developer desires to provide for the preservation of the values in said community and to this end, desires to subject the real property described in Article II together with such additions as may hereafter be made thereto as provided in Article II, to the covenants, restrictions, easements, charges and liens, hereinafter set forth, each and all of which is and are for the benefit of said property and each owner thereof; and

WHEREAS, Developer has deemed if desirable for the efficient preservation of the values and amenities in said community, to create an agency to which should be delegated and assigned the powers of administering and enforcing the covenants and restrictions, and collecting and disbursing the assessments and charges hereinafter created; and

WHEREAS, Developer has set up the Tuckaway Cove Property Owners Association for the purpose of exercising the functions aforesaid.

NOW, THEREFORE, the Developer hereby declares that the real property described in Article II, and such additions thereto as may hereafter be made pursuant to article II hereof, is and shall be held, transferred, sold, conveyed and occupied subject to the covenants, restrictions, easements, charges and liens (sometimes referred to as "covenants and restrictions") hereinafter set forth.

ARTICLE I - DEFINITIONS

Section 1. The following words when used in this Declaration or any Supplemental Declaration (unless the context shall prohibit) shall have the following meanings.

• "Association" shall mean and refer to the Tuckaway Cove Property Owners Association.
• "The Properties" shall mean and refer to all such existing properties, and additions thereto, as are subject to this Declaration or any Supplemental Declaration under the provisions of Article I, hereof,
• 'Tract" shall mean and refer to any parcel of land now or hereafter included in the development.
• "Owners" shall mean and refer to the owner, whether one or more persons or entities, of the fee simple title to any Tract situated upon the Properties, but notwithstanding any applicable theory of the mortgage, shall not mean or refer to the mortgages unless and until such mortgagee has acquired title pursuant to foreclosure or any proceeding in lieu of foreclosure.
• "Member" shall mean and refer to all those Owners who are members of the Association as provided in Article III, Section 1, hereof.
• "Common Properties" shall mean and refer to those areas of land which Developer proposes to convey and transfer to the Association for the common use, benefit and enjoyment of the owners of The Properties, and generally shown on the plat of record as Common Area.
• "Traditional Architecture" shall be defined as residential architecture categorized as Williamsburg, Cape Cod. American Colonial, Georgian, French Provincial, English Tudor, and all other Traditional Single Family Residential Architecture common in the United States and not typically referred to as Contemporary.

ARTICLE II - PROPERTY SUBJECT TO THIS DECLARATION, ADDITIONS

Section 1. Existing Property. The real property which is, and shall be, held, transferred, sold, coveyed and occupied subject to this Declaration is located in Loudon County, Tennessee, and is more particularly described in Warranty Deed Book 443, page 122 in the registrar's office.

ARTICLE III - MEMBERSHIP AND VOTING RIGHTS IN THE ASSOCIATION

Section 1, Membership. Every person or entity who is the Owner of a fee or undivided fee interest in any Tract shall be a Member of the Association, provided that any such person or entity who holds such interest merely as a security for the performance of an obligation shall not be a member. Membership shall commence on the date such person or entity becomes the Owner of a fee or undivided fee interest in the Tract.

Section 2. Voting Rights. The Association shall have two classes of voting membership. Class A. Class A members shall be all of those Owners as defined in Section 1 with the exception of the Developer. Class A members shall be entitled to one vote for each Tract in which they hold the interests required for membership by Section 1. When more than one person holds such interest or interests in any Tract, all such persons shall be Members, and the vote for such Tract shall be exercised as they among themselves determine, but in no event shall more than one vote be cast with respect to any Tract.

Class B. Class B members shall be the Developer. The Class B member shall be entitled to 2 votes for each tract owned by the Developer, provided that Class B membership shall cease and become converted to Class A membership when the total votes outstanding in the Class A membership equals the total votes outstanding in the Class B membership, at which time the Class B membership shall be determined to be a Class A membership and entitled to vote as such.

ARTICLE IV - COVENANT FOR MAINTENANCE ASSESSMENTS

Section 1. Creation of this Lien and Personal Obligation of Assessment. Each owner of any Tract by acceptance of the deed therefore, whether or not it shall be so expressed in any such deed or other conveyance, shall be deemed to covenant and agree to pay to the Association: (a) annual assessments or charges: The annual assessments, together with such interest thereon and costs of collection thereof as may be hereinafter provided, shall be a charge on the land and shall be a continuing lien upon the property against which each such assessment is made. Each such assessment, together with such interest thereon and cost of collection thereof as hereafter provided, shall also be the personal obligation of the person who was the Owner of such property at the time when the assessment falls due. The developer is not required to pay assessments.

Section 2. Purpose of Assessment. The assessments levied by the Association shall be used exclusively for the purpose of maintaining all common areas, signage, and for landscaping on each side of road, including, but not limited to, the costs of insurance therein, and repair and replacement thereto, and for the cost of labor, equipment, and materials.

Section 3. Basic and Maximum of Annual Assessments. The annual assessment shall be $200.00 for each tract owned which shall be due and payable January 1st of each year and shall be prorated upon closing for the remainder of the year. After January 1, 2003, the assessment may be increased by vote of the Members, as hereinafter provided.

Section 4. Change in Basic and Maximum of Annual Assessments. The Association may change the maximum and basis of the assessments fixed by Section 3 hereof prospectively for any period provided that any such change shall have the assent of a majority of the votes irrespective of class of Members who are voting in person or by proxy at a meeting duly called for this purpose, written notice of which shall be sent to all Members a least thirty (30) days in advance and shall set forth the purpose of the meeting.

Section 5. Quorum for an Action Authorized Under Sections 3 and 4. The Quorum required for any action authorized by Section 3 and 4 hereof shall be as follows:

At the first meeting called, as provided in Sections 3 and 4 hereof, the presence at the meeting of Members, or of proxies, entitled to cast fifty percent (50%) of all the votes of the membership shall constitute a quorum. If the required quorum is not forthcoming at any meeting, another meeting may be called subject to the notice requirements set forth in Sections 3 and 4 and the required quorum at any such subsequent meeting shall be one -half of the required quorum at the preceding meeting, provided that no such subsequent meeting shall be held more than thirty (30) days following the preceding meeting.

ARTICLE V - TERMS

The covenants and restrictions of this Declaration shall run with and bind the land and all parties and persons claiming under them for a term of twenty (20) years from the date this Declaration is recorded, after which time they shall be automatically extended to successive periods of ten (10) years. This Declaration may be amended as provided in Article XXI.

ARTICLE VI - ENFORCEMENT

The Association shall have the right to enforce, as herein provided for, by and proceeding at law or in equity, all restrictions, conditions, reservations liens and charges now or hereafter imposed by the provisions of this Declaration. Failure by the Association to enforce any covenant or restriction herein contained shall in no event be deemed a waiver of the right to do so thereafter. It is further provided that should any Owner have to employ counsel to enforce any of the restrictions, conditions, covenants, restrictions, liens or charges found in the Declaration, and be successful in such prosecution all costs incurred for such enforcement, including a reasonable fee for counsel, shall be paid by such party violating or attempting to violate the convenants herein.

ARTICLE VII - SEVERABILITY

If any provision as herein set forth is declared to be invalid by any court, the invalidity of such restrictions shall not affect the validity of the remaining restrictions hereof, and for the purposes hereof all restrictions as contained herein shall be deemed to be severable each from the other without qualification.

ARTICLE VIII - ADVISORY COMMITTEE

The Advisory Committee shall be composed of three (3) Members, Two of whom shall be appointed by the Developer or his assigns or nominees, and the other one of whom shall be elected by a majority vote of the Members other than the Developer. Each member of the advisory committee shall have one vote. After there is no longer unsold tracts, all 3 Members of the Advisory Committee shall be elected by a majority of the Class A members. Members of the Advisory Committee shall serve for a term of two years. Representatives of the undersigned Developer or the Developer himself may serve on the Advisory Committee. As a prerequisite to consideration for approval, and prior to the beginning of any contemplated work requiring advisory board approval, the applicant must submit a complete and final set of plans and specifications with a written request for their approval. The Advisory Committee shall be the sole arbiter of same and may withhold approval for any reason including truly aesthetic considerations. In the event the said Advisory Committee fails to approve or disapprove the plan for design, specifications, and location within twenty (20) days after they have been submitted, approval will not be required and this section will be deemed to have been fully complied with.

In the event that the Advisory committee rejects plans submitted for approval under this Article, the party submitting the plans may make the necessary alterations to said plans or specification and resubmit them for approval. And upon written notice signed by more that 2/3 of the Property Owners at the time of such request for approval stating that they desire that approval be given, the same shall be approved by the Advisory Committee. For the purposes of this section, each Tract shall have one vote. Likewise, if the Advisory Committee shall approve a variance from the provisions of this Declaration, a 2/3 majority of the Property Owners may override such approval.

ARTICLE IX - SETBACK REQUIREMENTS

There shall be a 50' minimum building setback line along all front tract boundary lines and road right of ways as shown on any recorded plat of the property or properties which may be waived by permission of the undersigned or the Advisory Committee and the adjoining property owner.

ARTICLE X - LAND USE AND BUILDING TYPE

Section 1. Any Tract in said subdivision except as herein provided which is subject to these restrictions from and after this date shall be used for residential purposes only. Except as herein otherwise specifically provided, or by written approval and sanction of the undersigned and the advisory committee, no structure shall be erected or permitted to remain on any tract or building plat on said land other than one single-family residence, not to exceed two (2) stories in height, with private garage or garages. The materials to be used for the exterior of all dwellings shall be of brick, vinyl, wood and stone to give a rustic appearance. The roof of any such dwelling may however, be of shingles or other materials in keeping with a rustic appearance. The materials to be used for any outbuilding shall first be approved by the undersigned or Advisory Committee such that any outbuilding will be in keeping with a rustic appearance. Metal buildings of any type are not permitted.

Section 2. Fencing shall be permitted but must first meet the approval of the Advisory Committee regarding size, location, and materials to be used.

Section 3. No one will be allowed to strip topsoil away from any tract or to remove trees or otherwise waste away from the natural beauty of the property. This, of course, does not disallow the necessary construction or any other activities calculated to increase the beauty of the lands or increase its value. Nothing shall be done on any tract whereby the natural flow of surface water shall be increased or altered in such manner as to cause a nuisance to any adjoining or neighboring property.

Section 4. The dwelling and related improvements must be of traditional architecture and design as defined herein.

Section 5. All above ground exterior foundation walls shall be veneered with brick, stone or such other material approved by the the Advisory Committee.

Section 6. Heating and air conditioning systems shall be concealed from view by appropriate screening, subject to approval of the Advisory Committee.

Section 7. The finished grading for all lots shall be completed in conformity with the recorded plat for the subdivision and in such manner as to retain all surface water drainage on said lot or lots in "property line swales" designated to direct the flow of all surface waters into the drainage easements as created by the overall drainage plan of the development, as approved by the municipal authority having jurisdiction over said subdivision.

ARTICLE XI - DWELLING SIZE

No residence shall be erected, placed, altered, or permitted to remain on any Tract in this subdivision having a floor area of less square footage than that as set out below, in computing the said floor area, measurements will be made from the exterior walls and will include only finished and heated living areas, but will include no basement area, either partially or fully below ground, whether finished or unfinished, porches, carports or garage. The Advisory Committee reserves the right to modify these minimum square footage requirements in certain situations where hardship, for example, Tract size or grade of land, can be shown by the Tract Owners.

Dwelling size on all Tracts shall be as follows:

(EXCEPTIONS: Others by approval of Advisory Committee Only)

ARTICLE XII - SIGNS

No sign shall be erected or maintained on any Tract, except one professionally lettered builder or Realtor sign or sign of the Owner advertising the residence and Lot for sale or rent. Such signs shall not be more than five (5) square feet in size or the standard Realtors sign size, whichever is less.

ARTICLE XIII - UNSIGHTLINESS

No abandoned cars, trucks, or other vehicles of any type shall be allowed on any Tract. No vehicle in an inoperative condition shall be kept in an area open to the view of the public or other property owners for a period in excess of thirty (30) days. In the event of violation of this item, such vehicle may be removed by the association at the expense of the Owner of the Tract on which the vehicle is located.

ARTICLE XIV - LIVESTOCK and POULTRY

No animals, livestock, poultry or fowl of any kind shall be raised, bred or kept on any lot except pets such as dogs or cats which are permitted provided they are not kept, bred or maintained for any commercial purpose and do not create a nuisance, provided, however, in no event shall any household have more than two animals of any species. The Homeowners Association shall have exclusive authority to further regulate the maintenance and care of said animals as it deems advisable.

ARTICLE XV - SUBDIVISION

No Tract, other than a Tract owned by the Developer, may be further subdivided unless the Developer has given the right at the time of the sale. A tract which can be further subdivided shall be assessed as one tract for purposes of determining assessment of maintenance fees until such time as subdivision right is exercised. In no event shall the total number of Tracts exceed 17.

ARTICLE XVI - TEMPORARY STRUCTURES

No temporary structures of any kind, including tent, trailer, or mobile home or prefabricated or modular home shall be built or placed on any tract at any time.

ARTICLE XVII - NUISANCE

No illegal, noxious or offensive activity shall be permitted or carried out on any Tract, nor shall anything be permitted or carried on any Tract, nor shall anything be permitted or done thereon which is or may become a nuisance or a source of embarrassment, discomfort or annoyance to the neighborhood. No commercial activity of any kind may be conducted from a dwelling. No trash, garbage, rubbish, debris, waste material or other residue shall be deposited or allowed to accumulate or remain on any Tract.

ARTICLE XVIII - MISCELLANEOUS RESTRICTIONS

The Owner of a Tract who lives upon the same, if also the owner of a motor home, travel trailer, or camping trailer, may park such motor home, travel trailer or camper on their Tract for storage purposes provided the same is parked within a permitted structure or otherwise out of view of the other Tract Owners.

All boats, motorcycles, and motorbikes must be kept within a permitted structure or otherwise out of view of other Tract Owners.

All tractor, mowers and other farm or yard maintenance equipment and other similar items shall be stored out of view of other Tract Owners.

Trash, garbage, or other waste shall not be kept, except in sanitary containers. All equipment for the storage or disposal of such materials shall be kept in a clean and sanitary condition and placed in such a position as to be screened from view by neighbors or members of the public.

Satellite dishes shall be permitted on any tract but shall first meet with approval of the Advisory Committee as to placement. Satellite dishes shall be concealed from sight as much as practical.

There shall be no short-wave radio towers or any other radio or television antenna towers that exceed 15 feet in height from the roof line of the main residence of the main residence without prior approval of the Advisory Committee.

Tennis courts and swimming pools are permissible. Pools shall be below ground and have attractive fencing around them. Tennis courts must have attractive shrubbery and screening around them and both must be approved by the Advisory Committee.

Before any permitted dwelling on a Tract shall be occupied, a septic tank, or a sewage disposal facility, constructed in accordance with the requirements of the Tennessee State Board of Health, shall be installed, all sewage from the Lot shall be turned into such sewage disposal facility, and the same shall be continuously maintained in a proper state of sanitation by the Tract Owner. The effluent from such septic tank or sewage disposal shall not be permitted to discharge into a stream, storm sewer, open ditch or drain unless first it has been passed through an absorption field approved by the public health authority.

Household pets are permitted provided said pets do not become a nuisance to other Property Owners and subject to the following conditions: Dogs, cats and other household pets may be kept or maintained provided that they are not kept, bred or maintained for commercial purposes or resale.

Once the footings of any building are poured, construction must progress until building is completed and must be completed in a timely manner. The exterior of all homes and landscaping must be completed within one (1) year after the construction of the same shall have commenced, unless such completion is rendered impossible as the direct result of strikes, fires, national emergency or natural calamities or would result in great hardship to the owner or builder.

Building material must be stored out of sight except during construction.

There shall be no security lights on any property other than floodlights. Residents will be permitted to use floodlights and other low-directed light. Under no circumstances shall a security light on a power pole be permitted.

Trees shall not be clear cut from any Lot or Tract on the properties, except for reasonable area for construction of dwellings. However, judicious, conservative thinning of trees, particularly pines, will be allowed subject to Advisory Committee approval.

All utilities shall be installed underground, including water and electric lines.

Mail boxes shall be of a traditional type and design consistent with the overall character and appearance of the neighborhood and shall be approved by the Developer.

Builders will be responsible for providing silt control devices on each lot during construction activities. Builder and/or Owner shall be responsible for repair to curbs, sidewalks, or any other improvements damaged during construction.

ARTICLE XIX - PROPERTY RIGHTS AND THE COMMON PROPERTIES

Section 1. MEMBERS' EASEMENTS OF ENJOYMENT.

Subject to the provisions of Section 3, every Member shall have a right and easement of enjoyment in and to the Common Properties and such easement shall be appurtenant to and shall pass with the title to every Lot.

Section 2. TITLE TO COMMON PROPERTIES.

The Developer may retain the legal title to the Common Properties until such time as in the opinion of the Developer the Association is financially able to maintain the same. At such time the Developer shall convey and transfer to the Common Properties to the Association.

Section 3. EXTENT OF MEMBERS' EASEMENT.

The rights and easements of enjoyment created hereby shall be subject to the following:

(a) The right of the Association to take reasonable action to protect and preserve the rights of the Association and the Individual members in and to the Common Properties, including but not limited to, rights to prevent the sale or confiscation of said Common Properties from creditors or lien holders of the Association or Membership.

(b) The right of the Association to dedicate or transfer all or any part of the Common Properties or areas to any public agency, authority, or utility for such purposes and subject to such conditions as may be agreed upon by the Board of Directors of said Association; provided, however, that no such dedication or transfer, and the conditions and provisions incident thereto, shall be effective unless approved by at least three members of the Board of Directors at a duly constituted board meeting.

ARTICLE XX - EASEMENTS

Easements for installation and maintenance of utilities and drainage facilities are reserved as shown on the recorded subdivision map. Within these easements, no structure, planting or other material shall be placed or permitted to remain which my interfere with the installation and maintenance of utilities or which may change the direction of flow of drainage channels in the easements or which may obstruct or retard the flow of water through drainage channels in the easements. Exception shall be made for the building of driveways required for normal access to each subdivision tract.

ARTICLE XXI - WAIVER AND MODIFICATION

The advisory Committee shall have the sole right (a) to amend these covenants and restrictions, but all such amendments shall conform to the general purposes and standards of the covenants and restrictions herein contained, (b) to amend these covenants and restrictions for the purpose of curing any ambiguity or any inconsistency between the provisions contained herein, and (c) to include in any contract or deed or other instrument hereafter made any additional covenants and restrictions applicable to the said land which do not lower the standards of the covenants and restrictions herein contained. Upon the withdrawal of the Developer from the Advisory Committee as contemplated above, this Declaration may be amended by a vote of 2/3 majority of the Tract Owners voting in person or by proxy at a meeting of the Association dully called for such purpose at which a quorum is present. Such amendment shall be certified by a written instrument signed by the Association President, attested by the secretary and recorded in the Loudon County Register's Office.