DECLARATION OF JOINT USE

AND

RESERVATION SYSTEM

THIS DECLARATION is made August 15, 1981, by NORTH FORK SHENANDOAH, INC. (formerly Continental Resorts Corporation), a Virginia corporation having its principal office in Front Royal, Virginia, (the "developer"). By deed dated June 30, 1981, of record in the Clerk's Office of the Circuit Court of Warren County; Virginia (the Clerk's Office) in Deed Book 286 at page 250, the Developer acquired from JAY ENTERPRISES, INC. certain real property situated in Warren County, Virginia, more particularly described in Exhibit A hereto ("North Fork Camp Resorts"). The Developer intends to sell undivided interests in such property and in other properties that may be acquired by the Developer and explicitly made subject to this Declaration, all in accordance with the Joint Use and Reservation System described herein. ·

NOW, THEREFORE, the Developer establishes this JOINT USE AND RESERVATION SYSTEM (sometimes herein referred to as the "Joint Use System") respecting those lots, campsites and parcels of land in the North Fork Camp Resort which are made a part of the Joint Use System in accordance with the terms hereof. The Developer intends to convey undivided interests in the North Fork Camp Resort pursuant to the Joint Use System, which will permit Owners to occupy a specific campsite for a Reservation Period and have Non-Exclusive use of the Common Area during such Reservation Period, in accordance with the following covenants, conditions and restrictions:

SECTION 1 DEFINITIONS:

1.1 Defined Terms. The capitalized terms defined in this section shall have the respective meanings set forth below for purposes of this Declaration, unless otherwise specifically defined or unless the context expressly requires another meaning.

1.2 Campsite. A campsite in North Fork Camp Resort, whether now existing as such or hereafter designated as a campsite in North Fork Camp Resort.

1.3 Clerk's Office. The Clerk's Office of the Circuit Court of Warren County, Virginia.

1.4 Common Area. Those portions of North Fork Camp Resort (as defined in Section 1.14) which are not campsites and which are intended to be devoted to the common use and enjoyment of the Owners and others, including improvements and facilities thereon.

1.5 Day. A period of 24 consecutive hours commencing at 12:00 noon on one day and ending at 12:00 noon on the following day; provided, however, that the first day of each Reservation Period shall commence at 2:00 p.m. and the last day of each Reservation Period shall end at 10:00 a.m.

1.6 Declaration. This Declaration of Joint Use and Reservation System, dated August 15, 1981, setting forth the description of the Joint Use System, the restrictions and covenants governing it, and other matters relating thereto, executed by the Developer and recorded in the Clerk's Office; together with supplemental Declarations, if any, which may be executed by the developer and recorded in the Clerk's Office.

1.7 Developer. North Fork-Shenandoah, Inc. (formerly Continental Resorts Corporation), a Virginia corporation .and its successors in interest and assigns.

1.8 Majority in Interest. An Owner or Owners who own in the aggregate more than 50% of the Undivided Interests as of the time when the Majority in Interest is being determined.

1.9 Owner. A person to whom the Developer has conveyed an Undivided Interest, either as a Charter Owner, an Associate Owner, or a Tent Owner (defined below). The Developer shall not be considered to be an Owner of any Undivided Interest; provided, however, that the Developer will be considered an Owner of any Undivided Interest which it may subsequently acquire from another Owner. The term "Owner" includes Charter Owners, Associate Owners and Tent Owners, which terms are defined as follows:

(a) Charter Owner. An owner who purchases from the Developer an Undivided Interest which is expressly stated in the deed to such Owner to be the interest of a Charter Owner, and who thereby becomes entitled to the use,-occupancy and enjoyment rights accorded a Charter Owner by this Declaration; and the successors in interest to a Charter Owner.

(b) Associate Owner. An Owner who purchases from the Developer an Undivided Interest which is expressly stated in the deed to such Owner to be the interest of an. Associate Owner, and who thereby becomes entitled to the use, occupancy and enjoyment rights accorded an Associate Owner by this Declaration: and the successors in interest to an Associate Owner.

(c) Tent Owner. An Owner who purchases from the Developer an Undivided Interest which is expressly stated in the deed to such Owner to be the interest of a Tent Owner; and who thereby becomes entitled to the use, -occupancy' and enjoyment rights accorded a Tent Owner by this Declaration; and the successors in interest to a Tent Owner.

1.10 Reservation Period : A period of one or more days for which an Owner has made a reservation for the use of a Campsite, in accordance with the Joint Use System described herein. The maximum number of days of a Reservation Period is fourteen (14·) days, but is subject to change by the Resort Association in its By-laws or rules and regulations.

1.11 Resort Association: The North Fork Resort Association, Inc., a Virginia non-stock corporation organized by the Developer to administer the reservation system and other aspects of the Joint Use System.

1.12 Service Period: A period of four hours, from 10:00 a.m. until 2:00 p.m. , commencing at the end of a Reservation Period and ending at the beginning of the next Reservation Period. The Service Period may be used by the Resort Association to clean and otherwise service the campsites.

1.13 Undivided Interest.. An undivided fractional interest as a tenant in common with other Owners, in all the Property now or hereafter designated as such, the fractional interest being, at any given time, a fraction the numerator of which is one (1); and the denominator of which is the number of Undivided Interests which have been granted to Owners as determined solely and exclusively by the deeds to Owners which have, at such time, been recorded in the Clerk's Office. The number of Undivided Interests shall not be more that eight times the number of Campsites.

1.14 North Fork Camp Resort. The real property situated in Warren County, Virginia, acquired by the Developer by deed from Jay Enterprises, Inc., dated June 30, 1981, of record in the Clerk's Office of the Circuit Court of such county in Deed Book 286, page 250, together with any other real property now owned or hereafter acquired by the Developer which the Developer designates to be a part of the North Fork Camp Resort.

SECTION 2 - JOINT USE SYSTEM:

2.1 Establishment of System. The Joint Use and Reservation System (the Joint Use System) applies to all Owners of Undivided Interests, and is hereby established for the purpose of enhancing and perfecting the value, desirability, and the enjoyment of the North Fork Camp Resort and the interests therein to be conveyed. The Joint Use System, and all limitations, restrictions, covenants and conditions set forth herein, are intended to run with the land and to inure to the benefit of and be binding upon each such Undivided Interest conveyed pursuant to this Declaration and all parties having or acquiring any right, title, interest or estate therein.

2.2 Designation of Initial Joint Use Property. The Joint Use System is applicable to all Campsites and the Common Area at North Fork Camp Resort.

2.3 Designation of Additional Joint Use Property. Additional Campsites may hereafter be designated for participation in the Joint Use System, whether now owned or hereafter acquired by the developer and whether now existing as campsites or hereafter acquired to become a part of North Fork Camp Resort, by act of the Developer in executing and recording in the Clerk' s Of f ice one or more supplemental declarations of .Joint Use and Reservation System designating such additional Campsites to be subject to the Joint Use System; provided only that no such supplemental Declaration shall be made by the Developer after July 1, 2000, and if made after such date, shall be totally void and of no effect. From and after its designation as a campsite which participates in the Joint Use System, such campsite shall be and remain a part of the Joint Use System, and all undivided Interests theretofore or thereafter conveyed to Owners shall be Undivided Interests in such Campsite, without the need for any additional act on the part of the Developer or the Owners. Notwithstanding the foregoing, one or more Campsites may be removed from participation in the Joint Use System upon the written consent of a Majority in Interest of the owners and, during the Developer Control Period, the Developer.

2.4 Undivided Interests. The Undivided Interests to be conveyed by the Developer are joint interests in real property, with each Owner acquiring by deed from the Developer an undivided interest as tenant in common with other Owners in the North Fork Camp Resort. The Undivided Interest conveyed to each Owner:

(1) represents a present interest in North Fork Camp Resort and a future interest in all campsites (if any) which the Developer may hereafter designate as part of the Joint Use System; and

(2) is subject to being decreased in fractional amount by the subsequent conveyance of Undivided Interests to other Owners.

2.5 Developer’s Right to Sell Undivided Interests. Developer shall have the right during the existence of this Joint Use System to sell Undivided Interests in North Fork Camp Resort.

2.6 Developers Right to Terminate. The Developer reserves the right to terminate the Joint Use System and repurchase all the Undivided Interests previously conveyed if, on or before December 31, 1983, Developer has not sold 800 Undivided Interests. In consideration for its Undivided Interest, an Owner shall receive the purchase price therefore less 5% for each full year he has owned it.

SECTION 3 - USE AND OCCUPANCY RIGHTS:

3.1 Exclusive and Non-Exclusive Use. Each Owner who obtains a reservation for use of a Campsite during the Reservations Period shall have the rights of use and occupancy described below. No Owner shall occupy a Campsite or use the Common Area, or exercise any other rights of ownership in respect to the North Fork Camp Resort, other than the rights provided herein. Each Owner shall keep the assigned Campsite and the Common Area used by the Owner in good condition and repair.

(a) Charter Owner. A Charter Owner shall have: (1) the exclusive right to use and occupy the Campsite assigned to the Charter Owner in accordance with the provisions of the Joint Use System, together with; (2) the Non-Exclusive right to use and enjoy the Common Area, all subject to the provisions of this Declaration.

(b) Associate Owner. An Associate Owner shall have (1) the exclusive right to use and occupy the Campsite assigned to the Associate Owner in accordance with the provisions of the Joint Use System, together with; (2) the non-exclusive right to use and enjoy the Common Area, all subject to the provisions of this Declaration. In the event there are no Campsites available for assignment to a Charter Owner who desires to obtain a reservation for a Campsite, an Associate Owner may be displaced from the assigned Campsite in favor of such Charter Owner. In the event of displacement, the Reservation Period for the Associate Owner shall terminate.

(c) Tent Owner. A Tent Owner shall have: (1) the exclusive right to-use and occupy the Campsite assigned to the Tent Owner in accordance with the previsions of the Joint Use System, together with; (2) the non-exclusive right to use and enjoy the Common Area, all subject to the provisions of this Declaration. In the event there are no Campsites available for assignment to a Charter Owner who desires to obtain a reservation for a Campsite, a Tent Owner may be displaced from the assigned Campsite in favor of such Charter Owner. In the event of displacement, the Reservation Period for the Tent Owner shall terminate. The only Campsites which the Tent Owner can use and occupy are those not equipped' with water and electricity.

3.2 Reserved Campsites Not Made Available. If a campsite cannot be made available to an Owner for the period such Owner has received a confirmed reservation, such Owner is entitled monetary compensation in the amount of $6.00 per day of the Reservation Period.

3.3 Vacating Campsite. Each Owner shall vacate the assigned campsite and the Common Area at the termination of the Owner's Reservation Period, remove all persons and property therefrom, leave the campsite in good and sanitary condition and repair, and otherwise comply with such reasonable checkout and other procedures as may be established from time to time in rules and regulations promulgated by the Resort Association.

3.4 Special Use of Campsites. To the extent that there is no material infringement on the rights of all Owners to use and enjoy the Campsites in accordance with the provisions of this Declaration, the Resort Association may provide for the use of Campsites by guests of Owners and others, on such terms and conditions as may be determined by the Resort Association.

3.5 Use of Common Area. Each Owner shall have non-exclusive use of the Common Area during such Owner's Reservation Period. In addition, Owners (who do not hold a Reservation Period), guests of Owners, and other persons may enjoy such use of the Common Area, but only if permitted by the Resort Association, and as may be determined from time to time by the Resort Association.

3.6 Rules and Regulations.

(a) Each Owner shall use and occupy the assigned Campsite and the Common Area in accordance with the rules and regulations promulgated from time to time by the Resort Association for the purpose of implementing the Joint Use System. Subject to matters set forth herein, the rules and regulations will provide for the following matters:

(1) Frequency of use of specific facilities and amenities, and appropriate use charges therefor;

(2) Charges for extra or incidental services or benefits, including food services, purchased goods, and the like;

(3) Number and frequency of guests allowed and guest fees;

(4) Provision for the use of facilities by non-Owners, including (in addition to guests of Owners) persons who participate in campground exchange programs approved by the Developer and the Resort Association;

(5) Such other matters, guidelines and restrictions as may be reasonably necessary to ensure the maximum availability of all such facilities and amenities comprising the Common Area for use by the Owners.

(b). The rules and regulations then in effect will be made available to each Owner at the beginning of such Owner's Reservation Period; and a copy may be obtained by any Owner at any time by written request to the Resort Association and upon payment in advance of any fee necessary to defray costs of printing and distribution.

SECTION 4 RESTRICTIONS, COVENANTS AND EASEMENTS:

4.1 The following restrictions apply to the North Fork Camp Resort:

(a) No Campsite shall be used except for camping purposes.

(b) No structures of any kind shall be erected, placed or permitted to remain on any campsite by an Owner other than: Barbecue Pits; Fuel Storage Tanks; Picnic Tables; Lawn Furniture; Tents; Sleeping Bags; Mobile Recreational Vehicles (currently licensed and inspected; Boats; Canoes; Camping Gear; Sports Equipment; and such equipment as may be approved by Developer during the Developer Control Period or the Resort Association thereafter from time to time, in accordance with this Declaration.

(c) No campsite shall be used as a residence.

(d) No sewage or waste disposal structures, systems, or operations whether of a permanent or temporary nature, shall be permitted on any, campsite unless prior written approval is secured from the County Health Department and, during the Developer Control Period, the Developer, or the Resort Association thereafter.

(e) No drilling for water or digging for water wells shall be permitted on any campsite.

(f) No garage or outbuilding shall be permitted on any campsite.

(g) No animals or livestock of any description except the usual household pets shall be kept on any Campsite.

(h) No stripped down, partially wrecked or junk motor vehicle or sizable part thereof, and no discarded or abandoned material of any kind shall be permitted to be parked or stored upon any Campsite or along any service driveway, street, park area or property within North Fork Camp Resort.

(i) No vehicle shall be parked on or along any street or service driveway or community property within the North Fork Camp Resort except on designated parking areas or lots. No commercial truck shall be parked for storage at anytime on any Campsite in the North Fork Camp Resort except during deliveries or servicing, with the exception of trucks designed and equipped for camping uses.

(j) All Campsites, whether occupied or unoccupied, shall at all times be maintained in such manner as to prevent their becoming unsightly by reason of unattractive or objectionable accumulation of rubbish or debris thereon.

(k) No noxious, offensive or illegal activities shall be carried on any Campsite nor shall anything be done on any Campsite that shall be or become an unreasonable annoyance or nuisance to the neighborhood, nor shall any grease, cooking oils or animal fats be poured or spilled onto the ground within the North Fork Camp Resort.

(l) No trash, ashes, garbage or other refuse shall be dumped or stored or accumulated on any Campsite or be thrown into or left on the shoreline of a lake, pond or river in the North Fork Camp Resort. No burning of wood, leaves, trash, garbage or other refuse shall be permitted within the North Fork Camp Resort without a "burning permit" secured from the Resort Association.

(m) There shall be no access to any Campsite on the perimeter of the North Fork Camp Resort except from designated streets or service driveways within the North Fork Camp Resort.

(n) No camping shall be permitted in any easement area, within the setback areas or on any community property, streets or service driveways. No more than one camping vehicle or one tent shall be permitted on any Campsite except upon prior issuance of a permit from the Developer during the Developer Control Period or the Resort Association thereafter.

(o) No motor vehicle of any type may be driven or towed in a reckless manner on or along any street or service driveway within North Fork Camp Resort. Furthermore, all such vehicles must observe speed restrictions and noise limitations throughout North Fork Camp. Resort as established or changed from time to time by the Developer during the Developer Control Period or the Resort Association thereafter.

(p) The excessive use of intoxicating beverages of any kind is strictly prohibited on any campsite within North Fork Camp Resort and persons who appear to be intoxicated shall not be permitted to enter upon or remain within North Fork Camp Resort.

(q) All household pets which are permitted to enter upon or remain within North Fork Camp Resort must constantly be under the effective control of their owners.

(r) At no time and under no circumstances shall the developer or its successors or assigns be held responsible for damages or loss due to theft, vandalism, fire, windstorm or any other cause or act of God.

(s) There is reserved unto all State and County vehicles and all police, fire and rescue vehicles and all other emergency vehicles, a right of way over all roads and lanes in the North Fork Camp Resort

(t) No Campsite shall be used for any purpose which violates any State law or any County ordinance, nor shall any Campsite be used in violation of any Health Department restriction until or after sewerage facilities have been approved by the Health Department.

(u) No motor vehicle or camping trailers which do not display a current State license plate and inspection sticker shall be allowed to remain upon any Campsite.

4.2 Easements. Developer reserves for itself, its successors and assigns, for purposes incident to its development of the real property subject to this Declaration, the following easements and/or rights-of-way:

(a) For the use and maintenance of drainage courses of all kinds. These easements are ten (10) feet in width unless otherwise specified on a recorded plat and are centered around the existing drainage channels.

(b) For maintenance and permanent stabilization control of slopes in the slope-control areas.

(c) Additional easements shall be granted as are required for the practical construction, operation and maintenance of any electrical facilities. Such easements to be granted upon request of the applicable utility or utilities.

(d) Developer has dedicated, or will dedicate to Warren County and/or the appropriate utility company or companies rights-of-way and easement areas for the installation and maintenance of public utilities over strips of land five (5) feet in width along side property lines, ten (10) feet in width along real property lines and fifteen (15) feet in width along the front property line of each campsite as noted on the plat.

(e) On corner campsites where service driveway easements extend along two campsite boundary lines such strips of land shall be fifteen (15) feet- in width along both such boundary lines.

(f) Developer reserves the right to not so dedicate to Warren County and/or the appropriate utility company or companies such right-of-way and easement areas where no such public utilities are required or desired.

(g) Developer reserves for itself, its successors or assigns an exclusive easement for the installation and maintenance of all-weather service driveways, community footpaths, community hiking paths and the like within the rights-of-way and easement areas reserved.

(h) On each Campsite the rights-of-way and easement areas reserved by Developer or dedicated to public utility purposes shall be maintained continuously by the Developer and the Resort Association but no structures, planting or other material shall be placed or permitted to remain or other activities undertaken which may damage or interfere with the installation or maintenance of utilities, which may change the direction of flow of drainage channels in the easements, which may obstruct or retard the f low of water through drainage channels in the easements, or which damage or interfere with established slope ratios or create erosion or sliding problems.

(i) The Campsites in the North Fork Camp Resort shall be burdened by such additional easements as may be shown on the recorded plats.

(j) Every Campsite in North Fork Camp Resort that lies contiguous to a pond or the Shenandoah River shall be subject to a flowage easement to an elevation on the Campsite equal to the high water elevation of such pond or river as stated on the recorded plats.

(k) Developer reserves for itself, its successors and assigns, including any management or service company which may operate North Fork Camp Resort, an easement, right-of-way, and lease as reasonably necessary for the construction, repair and development of any roads, rights-of-way, or improvements to North Fork Camp Resort. This reservation shall exist for five years from the date of recording this Declaration.

4.3 Ownership, Use and Enjoyment of Streets, Parks and Recreational Amenities.
Each of the streets in North Fork Camp Resort is a private street, and each of the service driveways therein is a private service driveway, and each of the community footpaths therein is a private footpath, and each community bridle path, therein is a private bridle path, and every park, community area, recreational facility and other amenity within North Fork Camp Resort is a private park, area, facility or amenity and no act of Developer is intended to be, or shall be construed as a dedication to the public of any of said streets, service driveways, footpaths, bridle paths, parks, community areas, recreational facilities and. amenities other than as reflected therein. An easement for the use and enjoyment of each of said streets, service driveways, footpaths and community areas is reserved to Developer, its successors-and assigns, and to the persons who are, from time to time, members of the Resort Association and to the invitee of all the aforementioned persons.

SECTION 5 RESERVATION OF CAMPSITE:

5.1 Reservations Required: The use of a campsite is dependent upon a reservation for use of a campsite. A Charter Owner and a Tent Owner may obtain a reservation for a Campsite in advance, by writing or calling the Developer during the Developer Control Period and thereafter the Resort Association, up to sixty.(60); days in advance, and upon payment of the applicable reservation deposit. An Associate Owner is eligible to obtain an advance reservation for a Campsite on the same terms up to twenty-four (24) hours in advance. Any Owner may reserve a Campsite at the time the Owner arrives at North Fork Camp Resort, if there are any unreserved Campsites available at such times. All reservations, whether made in advance of arrival, or obtained at the time of arrival, are made on a first-come, first-served basis only, so long as the Owner applying for a reservation has not exceeded the applicable limitations on reservations set forth in Section 5.2 and any applicable rules or regulations promulgated by the Resort Association.

(a) Assigned Campsite. Except to the extent provided below, the designation of the specific Campsite to be occupied by an Owner during the Reservation Period shall be assigned to the Owner upon arrival at North Fork Camp Resort at the beginning of the Reservation Period. Where practicable, the Resort Association will permit such Owner to select the Campsite to be assigned from those Campsites which will be available during the Reservation Period, unless such Owner has no preference among the available Campsites.

(b) Advance Assignment. In the sole discretion of the Resort Association, it may offer to Charter Owners at any time or from time to time the opportunity to obtain an advance assignment of a specific Campsite at the time such Charter Owner makes an advance reservation and pays the applicable reservation deposit. In such event, the Resort Association will notify the Charter Owner of the availability of the advance assignment opportunity when the Charter Owner makes the advance reservation, and the amount of any reservation fee (in addition to the reservation deposit) that may be charged for such opportunity.

5.2 Limitations on Reservations. No Owner shall reserve more Campsites at any one time than the number of Undivided Interests owned by such Owner. The Resort Association may adopt bylaws or rules and regulations which impose such reasonable restrictions and limitations on the use of reservations as may be appropriate for the maximum enjoyment of the Campsites and the Common Area by the greatest majority of the Owners, such as limitations on the number of days in advance of use that a reservation may be made, the number of consecutive days' use that may be reserved, and the like.

SECTION 6 THE NORTH FORK RESORT ASSOCIATION:

6.1 Organization. North Fork Resort Association was organized by the Developer under Virginia law for the purposes of coordinating certain matters among the Owners, and exercising the rights given to the Resort Association by this Declaration.

6.2 Membership. Each Owner (other than the Developer) shall be a member of the Resort Association; provided, however, that such membership is not intended to apply to those persons who hold such interest merely as security for the performance of an obligation to pay money or for the performance of any related obligations associated with the maintenance of the security property, until such time, if ever, as such person may become a legal owner of an Undivided Interest through having realized on the security or lien interest. Membership in the Resort Association is appurtenant to and may not be separated from ownership of an Undivided Interest. Where an Undivided Interest is owned by more than one person or by an entity, the membership in the Resort Association shall be determined as follows:

(a) Where two or more persons jointly own an Undivided Interest the membership in the Resort Association shall be issued to only one of such persons.

(b) Where a corporation, partnership, joint venture or other entity owns an Undivided Interest, the membership in the Resort Association shall be issued to only one individual person who is selected by such entity.

(c) Where an interest passes under the will of a deceased person or by the laws of intestacy to more than one person, the membership in the Resort Association shall belong to only one of such persons.

(d) The bylaws of the Resort Association shall make provision for determining how such membership is to be recognized in the case where there is more than one person holding a single Undivided Interest where the Undivided Interest is owned by corporation, partnership, or other entity; and in all other such cases.

6.3 Family Guest Privileges: The members of an Owner's immediate family (defined below) shall have the same membership privileges in the Resort Association as the Owner, except that the rules and regulations of the Resort Association relating to the number and frequency of guests allowed shall be applied to the family as a whole. For purposes of this provision, the term "immediate family" shall include a member's spouse and dependent children.

SECTION 7 - MANAGEMENT:

7.1 Developer Control Period. The period from the date this Declaration is filed in Clerk's Office until such time as 800 Undivided Interests are sold by the Developer shall be designated the "Developer Control Period". During the Developer Control Period, the Developer or a managing agent selected by the Developer shall; manage and control the Joint Use System. All costs associated with the control, management, and operations of the project during the Developer Control Period shall belong to the Developer, except for Occupancy Expenses which shall be allocated only to the Owners other than the Developer. For purposes hereof, "Occupancy Expenses" shall mean the costs of maintenance, repairs and upkeep of the Campsites and the Common Area during the Developer Control Period. The Developer shall collect a periodic charge from each Owner for the payment of the spent or any other funds received and allocated to the benefit of the Association, shall be transferred to the Association by the Developer at the termination of the Developer Control Period. The initial amount of the assessment for Occupancy Expenses for the period from the recordation of this Declaration and ending February 28, 1982, shall be $96.00 per year. Subsequent assessments during the Developer Control Period will be levied by the Developer as of March 1 of each year of the Developer Control Period, but such assessments may cover no expenses other than Occupancy Expenses. These dues shall-be payable in advance on March 1 of each and every year, on which date the unpaid amount of such dues shall become a lien on the Undivided Interest of each delinquent Owner in accordance with Section 8.2.

7.2 Termination of Developer Control Period. Upon termination of the Developer Control Period, the Association shall be responsible for all costs associated with the Joint Use System, and shall be fully responsible for the maintenance and control of the Joint Use System.

7.3 Operation During Developer Control Period: All leases and contracts for goods and services entered into during the Developer Control Period with respect to the operations of North Fork Camp Resort shall provide for their termination by the Association at the end of the Developer Control Period. During the Developer Control Period, the Developer shall account to the Owners on all matters which significantly affect the interest of the Owners, including providing Owners with a budget of estimated income and expenditures for the next fiscal year no later than December 31.

7.4 Insurance. During the Developer Control Period, the Developer shall obtain and maintain, at its expense, comprehensive general liability insurance for death, bodily injury, and property damage arising out of, or in connection with, the occupancy, use and enjoyment of North Fork Camp Resort by the Owners, their guests and other users. Nothing herein shall be construed to obligate the Developer to secure insurance on the conduct of the Owners, their guests and other users, or the personal effects or property of such Owners, guests, and users.

SECTION 8 - DUES AND ASSESSMENTS:

8.1 Association Assessments. At the termination of the Developer Control Period:

(a) The board of directors shall, among other powers, have the power to levy annual dues as of March 1 of each year for the ensuing 12 months, and special assessments from time to time, in accordance with its by-laws, against each Undivided Interest in order to provide funds for the expenditures to be made by Resort Association, including the following:

(1) Property taxes assessed against the Campsites and the Common Area;

(2) Premiums for taking out and maintaining casualty and liability insurance polices on behalf-of the Resort Association applicable to the Campsites and Common Area.

(3) Maintenance, cleaning and repairing the Common Area including all amenities and facilities, and for the maintenance and repair of certain designated aspects of the Campsites which aspects directly affect the overall condition and appearance of North Fork Camp Resort;

(4) Acquisition, construction, management, maintenance and care of the Common Area, amenities, facilities and improvements;

(5) Administrative or other costs incurred in its operations or in the discharge of its duties and responsibilities;

(6) Fees incurred under any management contract entered into; and

(7) Appropriate reserves to provide for payment of the foregoing items.

(b) Dues shall be payable in advance on March 1 of each and every year in such manner and amount as may be determined from time to time by the Resort Association, on which date the unpaid amount of such dues shall become a lien on the Undivided Interest of each delinquent Owner in accordance with Section 8:2 hereof.

(c) Assessments shall be payable at such time and in such amount as may be determined from time to time by the Resort Association, on the payment date for which the unpaid amount of such assessment shall become a lien on the Undivided Interest of each delinquent Owner in accordance with Section 8:2 hereof.

(d) The amount of the annual dues for each year, when determined by the Resort Association, shall be announced to the Owners in accordance with the provisions of the bylaws of the Resort Association, and a notice of such announcement shall be recorded in the Clerk's Office by supplemental declaration. In the event no such announcement is made and notice recorded as of March 1 of any year, the amount of dues as of 1 March for the ensuing 12 months shall be deemed to be the same as the amount set forth in the immediately preceding announcement and recorded notice.

(e) In the event the Resort Association makes any special assessment, the amount thereof and date for payment shall be announced to the Owners and notice of such announcement shall be recorded in the Clerk's Office by supplemental declaration.

8.2 Liens for Unpaid Assessments. There shall be a lien on every Undivided Interest for unpaid regular or special assessments levied against that Undivided Interest. Such lien, once perfected, shall be prior to all other liens and encumbrances except; (1) real estate tax liens on the project; (2) liens and encumbrances recorded prior to the perfected lien, and; (3) any sums unpaid on any first mortgages or first deeds of trust recorded prior to the perfection of such lien for regular or special assessments and securing institutional lenders, but shall not affect the priority of mechanics and materialmen's liens. If an unpaid assessment is not paid within thirty days, penalty fees, interest, costs and reasonable attorney's fees can be added as directed by the Association.

8.3 Certificate of Payment: Anything in this Declaration to the contrary notwithstanding, a certificate of payment of dues and special assessments signed on behalf of the Resort Association by any two officers thereof shall be conclusive and binding on the Resort Association as to the payment or nonpayment of such dues and assessments with respect to the Undivided Interest of any Owner.

SECTION 9 - MISCELLANEOUS MATTERS:

9.1 Campground Exchange Programs. The Developer and the Resort Association may from time to time approve campground exchange programs for North Fork Camp Resort. Persons authorized to participate in such exchange programs may be authorized by the Resort Association to enjoy the use and occupancy rights of Associate Owners in the Campsites and the Common Area, provided the Owners receive substantially equivalent reciprocal privileges with such participating campgrounds.

9.2 Waiver of Partition. No Owner, creditor, or other person acquiring an Undivided Interest or any other interest in North Fork Camp Resorts shall seek or obtain through any legal process, judicial partition of the Campsites or any sale of the Campsites in lieu of partition, that right being expressly waived hereby.

9.3. Transfer of Interest. Any Owner may sell or otherwise transfer the Undivided Interest subject, however, to the provisions of this Declaration (including any supplemental Declarations), and provided the purchaser or transferee of such Undivided Interest shall hold title subject to the provisions of this Declaration: Upon the recordation in the Clerk's Office of the Circuit Court of Warren County, Virginia of an instrument making or evidencing any transfer of an Undivided Interest, whether pursuant to this provision or any other provision of this Declaration, the Owner making such transfer shall cease to be a member of the Resort Association, and the transferee shall become a member of the Resort Association, subject to the provisions of this Declaration.

9.4 Prohibition Against Leases. Notwithstanding any other provision of this Declaration, no Owner shall lease the Undivided Interest, or grant a license or easement with respect to such Undivided Interest, for the purpose or having the effect of transferring rights of use and enjoyment of the Camping Lots and the Common Area from the Owner to another.

9.5 Maintenance of Camping Lots. The Developer (or an organization designated by the Developer) may have access to each Campsite during a service period applicable to such Campsite for the purpose of performing necessary maintenance associated with such Campsite. Where the need for such maintenance (other than ordinary wear and tear) is attributable to an Owner or other person using such Campsite, such Owner or other person shall be liable for the cost of such maintenance.

9.6 Enforcement.

(a) In the event that any Owner shall violate the terms of this Declaration, then the Developer, Resort Association or any other Owner may bring action to recover damages or to enjoin such violation, or to specifically enforce this Declaration. The prevailing party in any such legal action shall be entitled to costs and attorneys' fees from the losing party.

(b) All remedies hereunder shall be cumulative and in addition to all other remedies available at law or equity; provided, however, that no breach of this Declaration by any Owner shall excuse any Owner from the performance of all the provisions of this Declaration, nor shall such breach entitle any other Owner to terminate this Declaration.

9.7 Amendments. This Declaration and any supplemental Declarations may be amended at any time and from time to time by an instrument in writing signed by the Resort Association and by a Majority in-Interest of the Owners, and during the Developer Control Period, the Developer, which instrument shall become effective upon recordation in the Clerk's Office.

9.8 Severability. Should any provision herein be void or become unenforceable in law or equity, the remaining portions hereof shall remain in full force and effect.

EXHIBIT A:

ALL that certain 135.26 acre tract of land located about 3 miles west of Riverton, Virginia, a short distance North of Highway 55 at the end of Homestead Avenue, in North River Magisterial District, Warren County, Virginia, and more particularly described on the plat and survey of Richard U. Goode, C.L.S., dated December 15, 1977, which is attached hereto and by this reference is made a part hereof.

BEING a portion of the same real estate conveyed unto Humphrey & Son, Inc., a Maryland Corporation, by Deed from James R. Humphrey, et ux, dated August 7, 1967, recorded in the Clerks Office of the Circuit Court of Warren County, Virginia, in Deed Book 154 at Page 373.

AND BEING the same 135.26 acre parcel of land conveyed unto Jay Enterprises, Inc., a Virginia Corporation, by Deed from Humphrey & Son, Inc., a Maryland Corporation, dated January 24, 1978 and recorded January 24, 1978, in the Clerk's Office of the Circuit Court of Warren County, Virginia, in Deed Book 251 at Page 831.

AMENDMENT NO 1 to DECLARATION OF JOINT USE AND RESERVATION SYSTEM, DATED October 21, 1981, by NORTH FORK-SHENANDOAH, INC., a Virginia Corporation.

WHEREAS, a Declaration of Joint Use and Reservation System, dated August 15, 1981, was executed by North Fork-Shenandoah, Inc. (the Developer), and filed among the land records in the Clerk's Office of the Circuit Court of Warren County, Virginia in Deed Book 287 at page 794.

WHEREAS by the terms of said Declaration, it can be amended by an instrument in writing signed by the Resort Association, by a majority in Interest of the Owners, and the Developer (as such terms are defined in the Declaration);

NOW THEREFORE the Declaration is amended as follows:

l. Section 2.4 of the Declaration is amended as to read as follows:

2.4 Undivided Interests. The Undivided Interests to be conveyed by the Developer are joint interests in real property, with each Owner acquiring by deed from the Developer an undivided interest as a tenant in common with other Owners in the North Fork Camp Resort as follows:

(i) the Undivided Interest represents a present interest in all Campsites at North Fork Camp Resort and a future interest in all campsites (if any) which the developer may hereafter designate as part of the Joint Use System;

(ii) a future interest in the common Areas, at such time as they are conveyed to the Association by the Developer, provided however, Developer must convey the Common Areas on or before January 1, 1991;

(iii) the Undivided Interest is subject to being decreased in fractional amount by the subsequent conveyance of Undivided Interests to other Owners.

2. The last sentence of Section 4.2 (k) of the Declaration is amended to read as follows:

This reservation shall exist for ten years from the Date of recording this Declaration.

3. Except as provided herein, the Declaration of Joint Use and Reservation System remains in full force and effect.

NORTH FORK - SHENANDOAH, INC.

AMENDMENT 2 to DECLARATION OF JOINT USE .AND RESERVATION SYSTEM, DATED March 11, 1982,

by NORTH FORK-SHENANDOAH INC. a Virginia Corporation.
WHEREAS., a Declaration of Joint Use and Reservation System, dated August 15, 1981,
was executed by North Fork Shenandoah Inc. (the Developer), and filed among the land records
in the Clerks Office of the Circuit Court of Warren County, Virginia in Deed Book 287 at page 794;

WHEREAS by the terms of said Declaration, it can be amended by an instrument in writing signed
by the Resort Association, by a majority in Interest of the Owners, and the Developer
(as such terms are defined in the Declaration) ;

NOW THEREFORE the Declaration is amended as follows:.
 

l. Section 2.6 of the Declaration is amended to read as follows:

Developer's Right to Terminate.

This section is hereby deleted.

2. Except as provided herein, the Declaration of Joint Use and Reservation System remains in full force and effect.

NORTH FORK SHENANDOAH, INC.BY:
__/s/ R.G. Johnston___________

Vice-President

STATE OF VIRGINIA, COUNTY OF WARREN to-wit:

The foregoing instrument was acknowledged before me this 11th day of March, 1982 by

/s/ Robert G. Johnson

My term of office expires: October 29, 1985

+ _/s/ Alice M. Foster____

Notary Public