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Restrictive Covenants

NON-EXCLUSIVE EASEMENT TO HORSE TRAIL:
Grantor grants to Grantee, and Grantees heirs, successors and assigns, a non-exclusive easement and common access to use, by way of horseback riding, one (1) horseback trail as said trails may be established and exist, in the common access areas of the Big South Fork Wilderness Resort, from time to time, by Grantor or Grantor's successor's, assigns or agents. Nothing in this grant shall obligate Grantor to create, establish, develop, maintain, repair or replace said horseback trails, nor be construed to be a warranty or promise of Grantor to do the same; however, this grant is strictly to assure Grantee non-exclusive use of at least one (1) horseback trail, if and as such trails are constructed and exist in the common-access areas of the Resort. Provided, however, this easement shall be for the personal and individual use of Grantee and Grantee's heirs, successors, assigns, and such immediate family, invitees and guests of the Grantee as the owner/operators of the Big South Fork Wilderness Resort, in their sole, conclusive and final discretion, may allow from time to time. Under no circumstances shall Grantee, or any one claiming through, by or with the consent of Grantee, be allowed to use, operate or access any such horseback trail(s) for commercial, business enterprise or for-profit use.

NON-EXCLUSIVE ROADWAY EASEMENTS GRANTED:
Grantor also conveys and grants to Grantee , and Grantee's heirs, successors and assigns, the permanent perpetual and non-exclusive use of a 50' road right-of-way easement for purposes of ingress/egress to the above-described 6.67 acre dominant tract, said roadway easement being 25' on each side of the centerline of the existing gravel roadway(s) leading from the Station Camp Road eventually to the above described 6.67 acre tract, with this easement being an easement appurtenant which shall "run with Grantee's land".

MINERALS INTERESTS QUITCLAIMED:
Grantor hereby also conveys to Grantee, and Grantee's heirs, successors, and assigns, BY QUITCLAIM ONLY , and without any expressed, implied, general or specific warranties or covenants of any kind, all of Grantor's rights, title and interest, whatever it may be, in the mineral rights and other subterranean interests for the above-described property.

GRANTOR RESERVES FIRST RIGHT OF REFUSAL:
The Grantor, Pilot Rock Land Company, Inc., reserves the "first right of refusal" to purchase the above-described property under the terms and conditions hereinafter established, and accordingly, the Grantee, acting in consideration of the opportunity to purchase a Resort lot, and other good consideration not expressly recited in this instrument but the adequacy and receipt of which is acknowledged by Grantee's acceptance , of delivery of Grantee's vesting deed to the Resort lot, hereby consents, agrees and grants to Pilot, or its successors and assigns, the first and exclusive right of refusal to purchase the above-described Resort-lot. The material terms of this " first right of refusal" are established as follows: This "first right of refusal" shall be triggered when the owner of the above-described Resort lot, by any method, makes or causes said Resort lot to be available for purchase or otherwise places said Resort lot on the private or public market for sale. This "first right of refusal" shall remain in full force and legal effect for a period of ten(10) years, said 10-year period to begin running on and from the date Grantee records its vesting deed from Pilot in the office of the Scott County Register. The purchase price, upon exercise of the "first right of refusal", shall be established by either (1) agreement, or (2) the average of two MAI appraisals , one appraisal being each submitted by seller and buyer. At the expiration of the 10-year period, this "first right of refusal" shall automatically terminate and forever be canceled, without the requirement of further additional filings of record. This" first right of refusal" shall, by virtue of this language and without requirement of the execution and/or registration of additional or formal subordination instruments of record, be and is hereby expressly subordinated to and inferior in lien priority to all valid deeds of trust or mortgage liens which are, at any time, whether past, present or future, properly executed and recorded in the office of the Scott County Register, and which have been bona fide underlying indebtness. This "first right of refusal" may be discharged and extinguished by Pilot, if it so chooses, by a release instrument recorder in the office of the Scott County Register.

RESTRICTIVE COVENANTS FOR THE PILOT ROCK WILDERNESS RESORT:
The above-described property shall be affected by, and this conveyance is made subject to, the restrictive covenants, easements, reservations, and other land use restrictions, (hereafter collectively referred to as the "Covenants") set forth below for the Pilot Rock Wilderness Resort("Resort"), as enacted by the original resort grantor, Pilot Rock Land Company, Inc.("Pilot"), said covenants being more fully described and established as follows:

1.     Each residential dwelling erected on a Resort lot shall require a minimum of three(3) acres of contiguous ground acres (excluding barns, utility buildings, and other non-residential buildings authorized under theses covenants). These residential dwellings, as well as all subsequent improvements of said dwelling , shall have an exterior covering comprised of logs or log veneers. No more than one-third(33.3%) of trees and natural forestation shall be cut or removed from a Resort lot, and all construction and excavation arising out of the installation of these log residential dwellings and authorized outbuildings, as well as all subsequent improvements of said log residential dwellings, and including all landscaping of Resort lots, shall be performed or caused to be performed with minimal, necessary disturbance to ground topography and with minimal, necessary environmental impact to the natural surroundings These , log residential dwellings shall be a secondary residence only, and shall not, at any time, be or serve as the primary place of residence for the Resort lot owner, or said owner's guest, invitees, licensees, tenants, or assignees.

2.     Each Resort lot shall be used only for residential purposes and no residence shall be erected, constructed, maintained, used or permitted to remain on a Resort lot other than single family residential dwellings of log or log veneer exterior, not to exceed two and one half (2-1/2) stories in height and containing not less than 700 square feet in a minimum habitable living space and ground floor area, exclusive of porches, basement or garage. Any private garage erected on a Resort lot must be attached to and made a part of the residential dwelling and contain a log or log veneer exterior. All exterior construction of the log residential dwellings or improvements of said dwellings , must be completed and "dried in" at least one (1) year after the commencement of construction.

3.     No more than one (1) barn, and one (1) utility building shall be installed or erected per three (3) acres of contiguous ground area on a Resort lot, and must accompany a log residential dwelling in construction or existence; provided, however, said barns and utility buildings must have a log or wood exterior covering of a neat and rustic appearance and design, and which is aesthetically compatible with the log residential dwellings, and shall not be erected or installed unless the same owner(s) are erecting to completion, or have previously erected, an accompanying log residential dwelling. No other buildings of any kind shall be allowed on a Resort lot, except for the lo residential building, barn and utility building authorized by these covenants.

4.     The exact specifications of the exterior architectural design and the exact site location of log residential dwellings and authorized outbuildings on the resort lots, shall be strictly and exclusively controlled by, and installed, erected and constructed subject to, the requirements, regulations, and approval of the Pilot Rock Planning Committee, or its successor and assigns (the "Committee"), and the Committee decisions and determinations on the exterior architectural design and exact site location and placement of the log residential dwellings and outbuildings shall be final, conclusive and binding on all owners of Resort lots affected by these covenants The Committee shall be compromised of a total body of five(5) persons, consisting of two(2) persons who are annually appointed by Pilot and three(3) different Resort lot owners of separate Resort lots who are annually appointed or elected by a majority vote of the Resort lot owners whose lots are affected by these covenants and who will participate in such appointment or election. In the initial phases of the development of the Resort, there will be a time where there are not three(3) Resort lot owners affected by the covenants who are in the existence and available for positions on the Committee, and under such circumstances, the Committee shall be comprised of the two(2) Pilot appointees, and thereafter, as Resort lot owners are brought into existence through conveyance of Resort lots owners, they shall be added to the Committee, sequentially as available, until the Committee is fully embodied. Pilot and Resort lot owners shall have the power of substitution for their respective Committee appointees; however, if , at any time, by reason of the Resort lot owners choice, refusal to participate or otherwise, there are not enough Resort lot owners available to form a full five-person Committee, then an effective and valid Committee shall, as long as such circumstances prevail, consist and be compromise of the two(2) Pilot appointees and as many Resort lot owners, if any, are available and willing to serve on the Committee. The Committee shall have broad discretion in making its final, conclusive and binding determinations regarding the exterior architectural design and exact site location and placement of log residential dwellings and authorized outbuildings on Resort lots, with the purpose of Committee decisions and determinations being to maintain standards of exterior architectural design and exact site locations and placements for the log residential dwellings and authorized outbuildings, which are reasonably consistent, visually attractive, and aesthetically compatible with the development concept and overall appearance of the pilot Resort lots, as said development concept, attractiveness, and standards of appearance of the Resort are defined, from time to time, form and promulgate such rules, requirements and regulations, and have the authority to require blueprints, surveys, site plans and such other documentation and information as reasonably necessary in the Committee's opinion to effectively carry out and enforce the duties of the Committee, while operating within spirit, guidelines and standards set forth in these covenants. No log residential dwellings or authorized outbuildings shall be installed , erected or constructed on a Resort lot without the advanced and prior written approval of a majority of the existing Committee members approving the exterior architectural design and exact site location and placement of the Resort lot owner. The determinations of the Committee on exterior architectural design and exact site location for authorized buildings shall be strictly complied with by Resort lot owners. A Resort lot owner who is on the Committee and whose application for exterior design/site location approval is being considered, shall refuse and not sit on the Committee for determinations affecting their own Resort lots. By acceptance of the delivery of their respective deeds to Resort lot, each Resort lot owner, without exception, submits to the final, conclusive and binding jurisdiction of the Committee on the issues of exterior architectural design and exact site location for Resort lot buildings. Exterior architectural design and exact site locations of log residential dwellings and authorized outbuildings shall be the only issues and subject matter, arising out of the Covenants, which are under the control and jurisdiction of the Committee.

5.     There shall be no trailers, mobile homes, modular homes, double-wide mobile homes, metal homes, or any derivative of the foregoing, allowed or located on a Resort lot at any time for any reason, either temporarily or permanently. Buses, tents, recreational vehicles (RVs), habitable boast or other vehicles and travel campers, although permitted on a Resort lot on a temporary basis as a travel or transportation designated stop, shall not, at any time, be used as living quarters or resided in while located on a Resort lot.

6.     No business, business facility or operation, or any other public, commercial, industrial or professional business or commercial enterprise, retail, wholesale or manufacturing, including without limitation the prohibition of businesses or enterprises involving equestrian activities, biking, hunting, fishing, photography, canoeing, rafting, boating, guide services, sporting or equipment sales, food or grocery stores or lodging, shall at any time, be maintained, established, advertised from, conducted, operated or permitted on a resort lot.

7.    Owners of Resort lots shall be strictly prohibited from public or private leasing, or from the renting out of any portion of Resort lots or the log residential dwellings located thereon, when said leasing of rentals are in return for rental payments or other forms of rental consideration, whether said rental consideration be monetary, in kind, barter or otherwise, although nothing in this Covenant shall be construed to prohibit a Resort lot owner from gratuitous or uncompensated lending, occupancy or use of Resort lots or the log residential dwellings located thereon among family and friends; provided however, the owners of Resort lots shall be permitted the option of leasing or renting out Resort lots or the log residential dwellings located thereon, so long as such rentals are conducted strictly and exclusively through the rental management corporation originally known as Big South Fork Wilderness Resorts, Inc., or its successors or assigns ("rental management corporation"), which Resort lot owners understand, acknowledge and agree, by said owner's acceptance of the delivery of their respective Resort lot deeds, shall involve said rental management corporation being authorized to charge Resort lot owners reasonable management fees for the management, supervising and handling management of such leasing and rentals. In the event the legal existence of Big South Fork Wilderness Resorts, Inc. or its successors and assigns to the rental management operation of the Resort, is terminated for any cause or reason (this does not include or mean administrative revocation by the Tennessee Secretary of State, in and of itself), without said rental management corporation or its successors and assigns having its own lawful successors or assigns to enable the continued and effective existence and operation of the rental management corporation contemplated by this Covenant, then this, and this Covenants alone, shall automatically become null and void as the effective date of such termination, with all of the rest of the Covenants remaining in full force and effect.

8.    No residential, barn or utility building, or any part thereof, shall be erected on a Resort lot nearer than seventy-five(75) feet to any Resort boundary lot line.

9.    No residential dwelling shall be erected or located on a Resort lot unless there is constructed with it a septic system for the disposal of sewage which has been approved by the Tennessee Department of Health. No outdoor or outside toilet restrooms, nor any other facility activity, of any kind, which gives off offensive or noxious odors, shall be permitted on a resort lot.

10.    Each Resort lot owner shall keep their Resort lot or lots in a neat, orderly and sanitary condition. Each Resort lot owner shall promptly remove, or otherwise properly dispose of any accumulation of trash, garbage or rubbish located on a Resort lot. No junked, abandoned, inoperative or unlicensed vehicles, nor any scrap metal, inoperative or junked equipment or machinery, nor parts of derivatives of any of the foregoing shall be stored or located in a Resort lot.

11.    No advertising signs or billboards of any nature shall be erected, placed or maintained on a resort lot, with the exception of approved realty signs, address identification signs and temporary builder job-location or construction signs, none of which shall exceed a total of four (4) square feet in size. Pilot or its successors and assigns, reserves the absolute right to construct and erect entrance, advertising and directional signs and structures in the common Resort and along established Resort roadways and easements.

12.    No livestock, sheep, swine or poultry shall be kept or maintained on a Resort lot. Household or domesticated pets, such as dogs and cats, are permitted so long as they are not kept or maintained for breeding or commercial purposes. No domestic pet shall be permitted to run at large outside the boundaries of an owner's Resort lot so as to become a disturbance or nuisance to the other Resort lot owners, or permitted to chase, threaten or endanger existing natural wildlife. One (1) horse or pony shall be permitted per each acre of land compromising the owner's Resort lot. No trapping, hunting or discharging of firearms shall be permitted on a Resort lot.

13.    Resort lots shall not be further subdivided or the location of its established boundary lines be changed in any way.

14.    No form of activity shall be conducted, or allowed to be conducted on a Resort lot, that shall constitute an unreasonable annoyance or disturbance, or private or public nuisance to other to other Resort lot owners, or otherwise adversely affect the peaceful and quiet enjoyment of other Resort lot owners.

15.    No Resort lot shall have telephone, electrical or other utility poles, lines or above-the-ground utility support structures located thereon; all electrical, telephone, gas, water and other utility lines and services that access the Resort lot and its buildings to the main utility lines and services located outside of the owner's Resort lot boundaries, shall be installed only under the ground.

16.    Pilot reserves unto itself, and its successors and assigns, the unrestricted right to install, erect, maintain, repair and replace all electric, gas, drainage and other utility lines, and the unrestricted right to grant easements for all such utility purposes, in addition to the right of reasonable access and ingress/egress for the purpose of installing , erecting, maintaining, repairing and replacing such easements and utility line and structures. No structures, plantings or other materials shall be placed or permitted to remain, nor activities undertaken thereon, which may interfere with the rights reserved to Pilot in this specific Covenants, or which may damage such utility installations.

17.    The Covenants set forth above shall run with the land and shall inure to the benefit of Pilot and its successors and assigns, and shall be binding upon all Resort lot owners and all persons and legal entities claiming and owning Resort lots, and their heirs, successors and assigns and their guests, invitees and licensees, for a period of twenty-five(25) years from the date of January 1, 1995, and during that 25-year period, these Covenants shall not be modified, changed or deleted without the unanimous written consent of Pilot and all Resort lot owners affected by these Covenants, said writing to be under acknowledged signatures and recorded in the Office of the Register for Scott County, Tennessee; after the expiration of the 25-year period, these covenants shall continue to be automatically renewed and extended for successive and consecutive incremental terms of ten(10) years, unless a writing, executed under acknowledged signatures by at least 90% of all title owners of a record for all of the Resort lots affected by said Covenants, and expressing in said writing the modifications, deletions or supplementation of these Covenants, either in whole or part, has been recorded in the Office of the Register for Scott County, Tennessee. Pilot and/or owner(s) of any one (1) Resort lot shall be vested with and the legal standing, and the legal right and remedy, by law or equity, to enforce any of these Covenants in any court of competent jurisdiction, including the right of Pilot or any said Resort lot owner(s), upon seeking enforcement of any of these Covenants against a breaching party, or claim and recover injunctive relief, and also actual, compensatory, consequential and incidental damages, and also specific performance, along with other forms of damages and remedies available at law or equity, and additionally, if and upon ultimately prevailing in court, the right to recover reasonable attorney's fees, litigation expenses and court costs incurred in successful enforcement of these Covenants. The invalidation of one ore more of these Covenants, either in whole or part, by a court of competent jurisdiction, shall not invalidate or otherwise affect validity of the remaining Covenants, which shall, thereafter, remain in full legal force and effect, as Covenants, as established herein. The failure to enforce any of these Covenants at the time of a violation thereof, shall not be deemed a waiver of a right of further or future enforcement of such Covenant or any other Covenant. The Pilot Rock Planning Committee shall also have, in addition to Pilot and Resort lot owners, on those matters within the exclusive jurisdiction and control of the Committee as established in these Covenants and to enforce non-compliance with Committee decisions and determinations. The Resort lot owners understand, acknowledge and agree, as evidenced by the acceptance of delivery of their respective deeds, that Pilot may, from time to time, designate tracts of land, not affected or controlled by theses Covenants, which are contiguous to, intermingle with or in close proximity of their Resort lots, and which may be developed for Pilot's commercial or business use, or as common access areas for Resort owners.