COVENANTS AND CONDITIONS

The grantees, for themselves and their heirs, successors or assigns, acknowledge that the property conveyed by this deed shall be subject to an annual charge or assessment in such amount as will be fixed by Shenandoah Development Corporation, its successors or assigns, in the manner hereinafter set forth, in the sum of at least $70.00 per lot. The successors or assigns of Shenandoah may include a property owners= association that may be organized for the purposes referred to herein and for other purposes, and, in case such association is organized the sums herein above mentioned shall be payable to such association. At the present time said property owners= association is the Tuscawilla Hills Citizens= Association, Inc., a West Virginia Corporation. If actual costs for the purposes referred to herein exceed the revenue received as provided herein, the annual charge or assessment to the grantees may be increased, but only proportionately with other lot owners so as to meet actual costs. Increases in the amount of the annual charge or assessment shall be approved by a majority of the lot owners (one vote per lot) attending the January meeting of said property owners= association. Written notice of such meeting shall be mailed by Shenandoah, its successors or assigns to all lot owners in the subdivision informing them of the time, date, place, and purpose of such meeting at least five days in advance of such meeting. The grantees, for themselves, and their heirs, successors, or assigns, covenant that they will pay this charge to Shenandoah, or its successors or assigns, on February 1, in each and every year. Such charge shall be payable to Shenandoah, or its successors or assigns, and shall be devoted to the maintenance of the road within the Tuscawilla Hills Subdivision and for snow removal and for such other purposes as shall from time to time be determined by Shenandoah, its successors or assigns. Such other purposes may include, but are not limited to, costs of street lighting, street signs, maintenance, taxes, insurance premiums, lighting and other expenses incidental to maintaining mailbox facilities; maintenance of common areas; maintenance of storm drainage facilities. The degree and frequency of road maintenance shall conform to the specifications proved in Article 13, Section 13.0, et seq., Jefferson County Subdivision Ordinance, effective July 19, 1979. At each of the aforesaid January meetings an accounting of income and expenses of the previous year=s activity under the aforesaid road fund shall be made available to lot owners in attendance by Shenandoah, its successors or assigns, ownership, operation, maintenance and regulations, including regulation of traffic, of all roads, rights of way, street lights, mailbox facilities and common areas shall be under the exclusive control of Shenandoah or its authorized designee. At such times as Shenandoah may select, but in any event, no later than a point in time at which Shenandoah is not longer engaged in the development of the Tuscawilla Hills Subdivision, as the same may be hereafter enlarged, Shenandoah shall transfer and assign such ownership, operation, maintenance and regulation of all roads, rights of way, street lights, mailbox facilities and common areas to the property owners= association and the responsibility for the maintenance and regulation shall thereafter rest with such property owners= association. The grantees, by the acceptance of this deed, expressly vest in Shenandoah, its successors or assigns, the right and power to bring all actions against the owners of the premises conveyed, or any part, for the collection of such charge. A penalty of 1% per month may be assessed against the unpaid balance of any past due annual charge or assessment.

C:\Documents and Settings\Len\My Documents\H&A\tUSCAWILLA hILLS\416‑422 covenants.wpd