Document

2023 - 24962 10/18/2023 08:14 AM Page 1 of 60 AFTER RECORDING RETURN TO: CALEB D. TROTTER 600 TRAVIS STRærk Unofficial Copy WINSTEAD PC SUITE 5200 HOUSTON TEXAS 77002 Midland County Cl Midland County Clerk Unofficial Copy BOOT LAKE RANCH MASTER COVENANT [MED-USE] Midland County, Texas County Clerk Unofficial Declarant: BOOT LAKE RANCH PROPERTY OWNER, LMidland County Clerk Unofficial Copy company WINSTEAD ATTORNEYS Delaware limited liability Midland County Clerk Unofficial Copy 4861-8667-6840v.6 67336-1 Midland County Clerk Unofficial Copy 2023 - 24962 10/18/2023 08:14 AM Page 2 of 60 County Clerk Unofficia ARTICLE 4 INSURANCE Midla ARTICLE 1 DEFINITIONS.

BOOT LAKE RANCH MASTER COVENANT [MIXED-USE] TABLE OF CONTENTS ARTICLE 2 GENERAL RESTRICTIONS.

2.1 2.2 2.3 2.4 2.5 General....

Incorporation of Development Tract Declarations Conceptual Plans .

Cell Tower and Telecommunications Equipment......

Provision of Benefits and Services to Service Areas..

ARTICLE 3 BOOT LAKE RANCH MASTER COMMUNITY, INC..

Organization Membership.

Governance Voting..

3.1 3.2 3.3 3.4 3.5 Po 3.6 3.7 Midland County Clerk Unofficial Copy ommon Area and Special Common Area..

Indemnification Midland County Clerk Unofficial Copy ..7 ..8 ..10 .10 Protection of Declarant's Interests Administration of Common Area.

4.1 4.2 Insurance Midland County Clerk Unofficial Copy .10 .18 .18 .18 .19 .19 4.3 Restoration Requirements.

Midland County 5.1 5.2 5.3 5.4 Special Assessments..

5.5 5.6 5.7 5.8 5.9 5.10 Assessments..

Maintenance Fund..

Restoration - Mechanic's and Materialmen's Lien......

ARTICLE 5 COVENANT FOR ASSESSMENTS .19 .19 .20 .20 .20 Regular Assessments.

.21 .21 Special Common ssessments Service Area Asents..

essments.

of Assessments Charges..

Owner's Personal Obligation for Payment of Assessments.

ASSESSMENTS .19 .19 .20 .20 .20 Regular Assessments.

.21 .21 Special Common ssessments Service Area Asents..

essments.

of Assessments Charges..

Owner's Personal Obligation for Payment of Assessments.

Assessment Lien and Foreclosure i .22 4861-8667-6840v.6 67336-1 .22 .23 Midland County Clerk Unofficial Copy .24 .25 .25 BOOT LAKE RANCH MASTER COVENANT [MIXED-USE] 2023 - 24962 10/18/2023 08:14 AM Page 3 of 60 TABLE OF CONTENTS ARTCounty Clerk Unofficial CopyContinued) 5.12 5.13 Midland 6.2 6.3 6.4 empt Property..

Fines and Damages Assessment BOOT LAKE RANCH REVIEWER.

..........

Architectural Control by Declarant...

Page Midland County Clerk Unofficial Copy Architectural Control by Association .....

Prohibition of Construction, Alteration and Improvement.

Architectural Approval ........

ARTICLE 7 MORTGAGE PROVISIONS..

.26 ..26 .27 ..27 .28 ..28 .29 ..31 .32 ..32 ..32 .32 .32 Common Area Right of Ingress and Egress ..32 .33 7.1 Notice of Action.

7.2 Examination of Books.

7.3 Taxes, Assessments and Charges.....

ARTICLE 8 EASEMENTS..

8.1 Reserved Easements.

8.2 Common Area or Sp 8.3 Roadway and 8.4 8.5 8.6 ARTICLE My Easements ndscapeficia entation and Signage Easement..

Tower and Telecommunications Easement.

EVELOPMENT RIGHTS.

Midland County Clevement for Special Events...

9.3 9.4 9.5 9.6 Development Special Declarant Rights Addition of Land Withdrawal of Land.

Assignment of Declarant's Rights..

Notice of Plat Recordation ARTICLE 10 GENERAL PROVISIONS Term Eminent Domain..

10.1 10.2 10.3 10.4 10.5 10.6 10.7 10.8 10.9 10.10 Amendment Enforcement.

No Warranty of Enfor Higher Authority Cobility.

Severability Conflie Clerk Unofficial Midland County cceptance by Grantees...

Damage and Destruction.

4861-8667-6840v.6 67336-1 ii Midland County Clerk Unofficial Copy .34 .34 .35 .35

hority Cobility.

Severability Conflie Clerk Unofficial Midland County cceptance by Grantees...

Damage and Destruction.

4861-8667-6840v.6 67336-1 ii Midland County Clerk Unofficial Copy .34 .34 .35 .35 ..35 .35 .36 ..36 ...36 .36 ..37 ..37 .37 ..38 .38 ..38 Midland County Clerk Unofficial Copy .38 ..39 BOOT LAKE RANCH MASTER COVENANT [MIXED-USE] 2023 - 24962 10/18/2023 08:14 AM Page 4 of 60 Partition...

TABLE OF CONTENTS Continued) Midland County Clerk Unofficial Copy 10.12 10.13 10.

10.16 10.17 View Impairment..

Safety and Security...

Facilities Open to the Public Notices Estoppel Certificates ARTICLE 11 DISPUTE RESOLUTION...

Page Midland County Clerk Unofficial Copy Agreement to Encourage Resolution of Disputes Without Litigation 11.1 11.2 Claims Process.....

11.3 Notice.

11.4 Negotiation 11.5 Mediation.

11.6 Termination of Mediation...

11.7 11.8 11.9 11.10 Binding Arbitration-Claims.

Allocation of Costs.

General Copy s Appro Provett Midland County Clerk Uno 40 .40 .40 .41 .41 .41 .41 .41 .42 .43 .44 .44 .44 .44 .46 .46 Midland County Clerk Unofficial Copy Midland County Clerk Unofficial Copy 4861-8667-6840v.6 67336-1 iii Midland County Clerk Unofficial Copy BOOT LAKE RANCH MASTER COVENANT [MIXED-USE] 2023 - 24962 10/18/2023 08:14 AM Page 5 of 60 OT LAKE RANCH MASTER COVENANT Clerk Unofficial Copy LAKO [MIXED-USE] NCH PROPERTY OWNER, LLC, a Delaware limited Midla Lake Ranch Master Covenant [Mixed-Use] (the "Covenant"); eclarant"), and is as follows: RECITALS: Unofficial Copy ity company (the Midland Countymade by BOOT A. This Covenant is recorded with respect to that certain real property located in Midland County, Texas, as more particularly described on Exhibit "A", attached hereto (the "Property").

ymade by BOOT A. This Covenant is recorded with respect to that certain real property located in Midland County, Texas, as more particularly described on Exhibit "A", attached hereto (the "Property").

B. Declarant is an owner of a portion of the Property, and NUEVA BOOT, LLC, a Texas limited liability company (“Nueva Boot”), is also an owner of a portion of the Property.

Nueva Boot executes this Covenant to evidence its consent to the terms and provisions of this Covenant.

C. Declarant and sale of the Propertyofficial NOW Clerk County will Midland Copy to create a uniform plan for the development, to act as the "Declarant" for all purposes under this Coovement:cial Copy PREFORE, it is hereby declared that: (a) the Property will occupied subject to the following covenants, conditions with the Property and will be binding upon all parties having anty Clerk the Property or any part thereof, their heirs, successors, benefit of each Owner thereof; and (b) each contract or Midland held, sold, trictions which title, or interest in signs and will inure to the conveying any portion of the Property will conclusively be held to have been executed, delivered, and accepted subject to the following covenants, conditions and restrictions, regardless of whether or not the same are set out in full or by reference in said contract or deed.

This Covenant uses notes (text set apart in boxes) to illustrate concepts and assist the reader. If there is a conflict between any note and the text of the Covenant, the text will control.

Midland County Clerk Unofficial Copy 4861-8667-6840v.6 67336-1 1 Midland County Clerk Unofficial Copy BOOT LAKE RANCH MASTER COVENANT [MIXED-USE] 2023 - 24962 10/18/2023 08:14 AM Page 6 of 60 when Unless Clerk Unofficial Copy ARTICLE 1 DEFINITIONS

6840v.6 67336-1 1 Midland County Clerk Unofficial Copy BOOT LAKE RANCH MASTER COVENANT [MIXED-USE] 2023 - 24962 10/18/2023 08:14 AM Page 6 of 60 when Unless Clerk Unofficial Copy ARTICLE 1 DEFINITIONS context otherwise specifies or requires, the following word phrases this Covenant will have the meanings hereinafter specified: "Applicable Law" means all statutes, public laws inances, policies, rules, governments or their agencies having jurisdiction and control over the Property, and any other applicable building codes, zoning restrictions, permits and ordinances adopted by a Governmental Entity (defined below), which are in effect at the time a provision of the Documents is applied, and pertaining to the subject matter of the Document provision. Statutes, ordinances and regulations specifically referenced in the Documents are "Applicable Law" on the effective date of the Document, and are not intended to apply to the Property if they cease to be applicable by operation of law, or if they are replaced or superseded by one or more other statutes or ordinances.

regulations and orders of all federal, state, county and muni diand County Clerk Unofficial Copy this Covenant.

"Assessment" or "Assessments" means assessments imposed by the Association under "Assessment Unit" "Association corporation, w main County Unofficial Copy meaning set forth in Section 5.8.

will be created by the Declarant to exercise the authority andereal Copy ✓ means Boot Lake Ranch Master Community, Inc., a Texas powers sp Ned in Article 3 and elsewhere in this Covenant. The failure.

its corporate charter does not affect the existence or Midland ich derives its authority from this Covenant, the Certificate, Midland County Clerk "Board" means the Board of Directors of the Association.

assume the

charter does not affect the existence or Midland ich derives its authority from this Covenant, the Certificate, Midland County Clerk "Board" means the Board of Directors of the Association.

assume the Association to of the Association, Yaws, and Applicable Law.

"Boot Lake Ranch Reviewer" means the party holding the rights to approve Improvements within the Property and shall be Declarant or its designee until expiration or termination of the Development Period. Upon expiration or termination of the Development Period, the rights of the Boot Lake Ranch Reviewer will automatically be transferred to the ACC appointed by the Board, as set forth in Section 6.2 below.

"Bylaws" means the bylaws of the Association, which may be initially adopted and Recorded by Declarant or the Board he Association and Recorded as part of the initial project documentation for the the Association. The Bylaws may be amended, from time to time, by the Declat until expiration or termination of the Development Periozial Copy, During the Develop eclat he the Development B riod, Declarant must approve any amendment to the Bylaws County Clerk Unofficial Copy Midland County Clered, a Majority of the Board may amend the Bylaws.

4861-8667-6840v.6 67336-1 2 Midla BOOT LAKE RANCH MASTER COVENANT [MIXED-USE] 2023 - 24962 10/18/2023 08:14 AM Page 7 of 60 "Certificate" means the the Secretary of State of' of Formation of the Association, filed in the Office of the same may be amended from time to time.

which it otherwerksical Copy "Common Midland County means any property and facilities that the Association rights or obligations, including any property or Declarant the benefit of the Association or its Members. Common that the Association holds under a lease, license, or any e

lities that the Association rights or obligations, including any property or Declarant the benefit of the Association or its Members. Common that the Association holds under a lease, license, or any e Midlaciation. Some Common Area will be solely for the c Owners, while other portions of the Common Area may Owners and members of the public.

Midland Unofficial Copy or in by the o includes any in favor of the use and enjoyment of the the use and enjoyment of the “Community Manual" means the community manual, which may be initially adopted and Recorded by the Declarant as part of the initial project documentation for the Development.

The Community Manual may include the Bylaws, Rules and other policies governing the Association. The Community Manual may be amended or modified, from time to time, by the Declarant during the Development Period. Upon expiration or termination of the Development Period, the Community Manual may be amended by a Majority of the Board. Until expiration or termination of the Development Period, any amendment or modification to the Community Manual must be approved in advance h writing by the Declarant.

"Condominium assigned thereto, with Unificial "Declan Clerk limited Midland County means an individual unit, including any common ondominium regime, if any, established within the Property.

means BOOT LAKE RANCH PROPERTY OWNER, elementicial Copy may, by Recorded written instrument, assign, in whole or ity company. Notwithstanding any provision in this Coventy Clerk sively, any of its privileges, exemptions, rights, residland Covenant to any Person. Declarant may also, by Recorded Delaware to the contrary, exclusively or nonOns and duties under this ten instrument, permit any other

ivileges, exemptions, rights, residland Covenant to any Person. Declarant may also, by Recorded Delaware to the contrary, exclusively or nonOns and duties under this ten instrument, permit any other Person to participate in whole, in part, exclusively or non-exclusively, in any of Declarant's privileges, exemptions, rights and duties under this Covenant.

"Design Code" means the instrument setting forth the standards for design, construction of Improvements, landscaping and exterior items proposed to be placed on any Lot or Condominium Unit, and adopted pursuant to Section 6.4.2, as the same may be amended from time to time. The Design Code may consist of multiple written design guidelines applying to specific portions of the Property. The Boot Lake Ranch Reviewer may adopt, and amend from time to time, the Design Code portion thereof. The Design Code m incorporated into a termination of the must be approved Recorded as a separate written instrument or may be Declaration by exhibit or otherwise. Until expiration Midland County Celop de ble to the Property or any Development Tract, or any Midland County cance Period, any amendment or modification to the I 4861-8667-6840v.6 67336-1 dvance and in writing by the Declarant.

3 Midland County Clerk Unofficial Copy BOOT LAKE RANCH MASTER COVENANT [MIXED-USE] 2023 - 24962 10/18/2023 08:14 AM Page 8 of 60 "Development Period" Covenant has been the period of time beginning on the date when this and ending seventy-five (75) years thereafter, unless earlies terminated by Declar cordent may terminate the Development Period by a parleticial Copy the Pronaty written instrument executed by the Declarant. The Development Period is the which Declarant reserves the right to facilitate the development, construction, an

Period by a parleticial Copy the Pronaty written instrument executed by the Declarant. The Development Period is the which Declarant reserves the right to facilitate the development, construction, an Por the right to direct the size, shape and composition the Property.

MidlandⓇopment Period is for a term of years and does not require that] time in Midland Marketing of Property. The own any portion "Development Tract" means any part of the Property (less than the whole), which Development Tract may be subject to a Development Tract Declaration in addition to being subject to this Covenant.

"Development Tract Declaration" means, with respect to any Development Tract, the separate instrument containing covenants, restrictions, conditions, limitations and/or easements, to which the property within such Development Tract is subjected.

Pachhereto Community Manual, the Design amended from time to Association pursuant amended from tim Document "Documents" means, singularly or collectively, as the case may be, this Covenant, including the Use Restrictions as Exhibit “B”, the Certificate, Bylaws, the and any Development Tract Declaration, as each may be and any Rules, policies or procedures promulgated by Covenant or any Development Tract Declaration, as time. An appendix, exhibit, schedule, or certification accom part of a Document. See Table 1 for a summary of the Documents Midland County Clerk Governmental Entity" means (a) a public improvement Hapter 372, Subchapter B of the Texas Local Government created pursuant to Article XVI, Section 59 of the Constitut Unofficial Copy anying a created pursuant to a municipal utility district of Texas and Chapters 49 and 54, Texas Water Code; (c) any other similarly constituted quasi-governmental entity created for the

official Copy anying a created pursuant to a municipal utility district of Texas and Chapters 49 and 54, Texas Water Code; (c) any other similarly constituted quasi-governmental entity created for the purpose of providing benefits or services to the Property; or (d) any other regulatory authority with jurisdiction over the Property.

"Improvement(s)" means any and all physical enhancements and alterations to the Property, including, but not limited to, grading, clearing, removal of trees, site work, utilities, utility lines, landscaping, irrigation, trails, hardscape, exterior lighting, alteration of drainage flow, drainage facilities, detention/retention ponds, reservoirs, pipes, pumps, wells, tanks, lines, meters, antennas, water features, fences gates, walls or retaining walls, garages, streets, roadways, driveways, sidewalks King areas and/or facilities, recreational facilities, buildings, warehouses, poles, signs, signage, every type and kind Copy Midland County Clities, exterior air conditioning equipment, exterior fixtures 4861-8667-6840v.6 67336-1 awnings, and every structure, fixture, and all appurtenanc temporary or permanent in nature.

4 Midla County Clerk Unofficial Copy BOOT LAKE RANCH MASTER COVENANT [MIXED-USE] 2023 - 24962 10/18/2023 08:14 AM Page 9 of 60 "Individual Assessments Condominium Units as means "Lot" means "cial Copy instrument or s Common cond in Section 5.7.

assessments levied against the Lots and/or a Recorder writter Copy portion of the Property designated by Declarant in a Recorde Shown as a subdivided lot on a Plat other than Common or Special A Lot, for the purpose of this Covenant, may also include nium will be impressed creating Condominium Units.

Midland County "Majority" means more than half.

lot on a Plat other than Common or Special A Lot, for the purpose of this Covenant, may also include nium will be impressed creating Condominium Units.

Midland County "Majority" means more than half.

"Manager" has the meaning set forth in Section 3.5.8.

Midland County upon which a "Members" means every Person that holds membership privileges in the Association.

"Mortgage" or "Mortgages" means any mortgage(s) or deed(s) of trust securing indebtedness and covering any Lot or Condominium Unit.

"Mortgagee" or "Mortgagees" means the holder(s) of any Mortgage(s).

"Nueva Boot Board Member" Association appointed from time affiliate of Nueva Boot, Nueva Boot's affiliatesficial Copy (2) exercise organized or Midlande eans one (1) member of the Board of Directors of the time by Nueva Boot, for so long as Nueva Boot, (i) any.

without limitation any entity in which Nueva Boot or any own more than fifty percent (50%) of the equity interests indirect control; or (ii) any not for profit corporation whic Boot or any person controlling Nueva Boot, together including by reorganization or merger which utilizes the perserk Unofficial Copy for the purposes set forth in the Development Tract Portion of the Property.

for initially any successors of the Property so Midland County C sation applicable to such “Owner” means the Person(s), entity or entities, including Declarant, holding all or a portion of the fee simple interest in any Lot or Condominium Unit, and in no event shall mean any Tenant. Mortgagees who acquire title to a Lot or Condominium Unit through a deed in lieu of foreclosure or through foreclosure are Owners. Persons or entities having ownership interests merely as security for the performance of an obligation are not Owners. Every Owner is a Member of the Association.

re or through foreclosure are Owners. Persons or entities having ownership interests merely as security for the performance of an obligation are not Owners. Every Owner is a Member of the Association.

property.

"Person" means any individual or entity having the legal right to hold title to real "Plat" means a amendments thereto.

Copy Midland County Clerk order subdivision plat of any portion of the Property, and any 4861-8667-6840v.6 67336-1 5 Midla County Clerk Unofficial Copy BOOT LAKE RANCH MASTER COVENANT [MIXED-USE] 2023 - 24962 10/18/2023 08:14 AM Page 10 of 60 "Property" means all of.

hereto, subject to such Section 9.3 and Section 9 ertain real property described on Exhibit "A", attached ✓ thereto and deletions therefrom as may be made pursuant his Covenant.

Midland County Clerk Unofficial Copy Midland Recorecording, Recordation and Recorded" means recorded in the clerk Unofficial Copy Records Holland County, Texas.

"Rules" means any instrument, however denominated Declarant as part of the Community Manual or subsequeland County cial Public may be adopted by the subsequeadopted by the Board for the regulation and management of the Property, including any amendments to those instruments.

Any amendment to the Rules or Community Manual must be approved in advance and in writing by the Declarant until expiration or termination of the Development Period.

"Service Area" means a group of Lots and/or Condominium Units designated as a separate Service Area pursuant to this Covenant for purpose of receiving benefits or services from the Association which are not provided to all Lots and Condominium Units. A Service Area may be comprised of more than one type of use or structure and may include

receiving benefits or services from the Association which are not provided to all Lots and Condominium Units. A Service Area may be comprised of more than one type of use or structure and may include noncontiguous Lots. A Lot or Condominium Unit may be assigned to more than one Service Area. Service Area boundaries may be "Service Area Condominium Units in Section 5.6.

ents " means assessments levied against the Lots and/o ticular Service Area to fund Service Area Expenses, as describeofficial Copy de Area Expenses" means the estimated and actual incurs or expects to incur for the benefit of Owners may include a reserve for operations and capital repairs an Midland County Clerkicial Colished and modified as provided in Section 2.4.

ex Colar Service Area, ses which the Midian placements.

"Special Assessments" means assessments levied against the Lots and/or Condominium Units as described in Section 5.4.

"Special Common Area" means any interest in real property or improvements designated by Declarant in a Development Tract Declaration or in any written instrument Recorded by Declarant (which designation will be made in the sole and absolute discretion of Declarant) as Special Common Area which is assigned for the purpose of exclusive use and/or the obligation to pay Special Common Area Assessments attributable thereto, to one or more, but less than all, of the Lots, Condominium Units, Owners or Development Tracts, and is or will be conveyed to the Association or which the Association will be granted rights or obligations, or otherwise held Condominium Units, or other Recorded written notice will identify the The Development Tracters the Declarant for the benefit of the Association.

s or Development Tracts assigned to such Special Comm official Copy and further purpose of

d written notice will identify the The Development Tracters the Declarant for the benefit of the Association.

s or Development Tracts assigned to such Special Comm official Copy and further purpose of the clusive use and the payment of Special Common Area Clerk of paying Special Common Area Assessments attrib se Midland Count, dirawhether the Special Common Area is assigned to such par 4861-8667-6840v.6 67336-1 6 Midland Area for the or only for By way of BOOT LAKE RANCH MASTER COVENANT [MIXED-USE] 2023 - 24962 10/18/2023 08:14 AM Page 11 of 60 illustration and not limitation, drives and roads, entrance landscaping.

and/or Common Area might include such things as private ties and features, monumentation or signage, walkways Clerk Unofficial Copy "Special ommon Area Assessments" means assessments levied agterk Unofficial Copy Midland Couminium Units as described in Section 5.5.

"Special Common Area Expenses" means the estimated Midland County the Lots actual expenses which the Association incurs or expects to incur to operate, maintain, and replace Special Common Area, which may include a reserve for operations and capital repairs and replacements.

"Tenant" means a tenant, user, occupant or other non-Owner of a Lot.

"Use Restrictions" means those certain restrictions on the use of a Lot, as set forth on Exhibit "B" attached hereto and incorporated herein for all purposes.

Covenant (Recorded) TABLE 1: DOCUMENTS Creates obligations that are binding upon all present and future owners of the Property, including the Use Restrictions attached as Exhibit "B".

Development Tract Declara (Recorded) Certificate of Fork Unofficial Copy (Filed with Com nd Midland Design Code etary of State and Recorded) Manual (Recorded) (if adopted, Recorded)

ed as Exhibit "B".

Development Tract Declara (Recorded) Certificate of Fork Unofficial Copy (Filed with Com nd Midland Design Code etary of State and Recorded) Manual (Recorded) (if adopted, Recorded) Includes additional covenants, conditions and governing portions of the Property.

Establishes the Association as a Establishes Rules and policies county Clerk Unofficial Copy under Texas law.

and the Property. The orporation ing the Association the Bylaws of the Assoon ity Manual also includes Governs the standards for the construction of Improvements and modifications thereto.

2.1 General.

ARTICLE 2 GENERAL RESTRICTIONS 2.1.1 Conditions and Restrictions. All Lots and Condominium Units within the Property will be owned, held, to the Documents, includinencumbered, leased, used, occupied and enjoyed subject the 2.1.2 Suk DocumentsUnotcial do.

Midland County of se Restrictions set forth on Exhibit "B".

Clerk Unofficial Copy ance with the Documents and Applicable Law. Compliance mandatory. However, compliance with the Documents is not a compliance with Applicable Law. Please be advised that purport to list or describe each requirement, rule, or restrict 4861-8667-6840v.6 67336-1 7 Midland County ocuments which may be BOOT LAKE RANCH MASTER COVENANT [MIXED-USE] 2023 - 24962 10/18/2023 08:14 AM Page 12 of 60 applicable to a Lot or a advised to review not be affecting the use and improvement of their Lot Condominium Furthermore, approval by the Boot Lake Ranch Reviewer.

ned by the Owner that an Improvement complies with the Os of all encumbrances which may affect the Owner's Lot Midlands Conium Unit located within the Property. Each Owner is Midland County Clerk The Association, each Owner, Tenant or other user of any ms and ndominium of the Property

ay affect the Owner's Lot Midlands Conium Unit located within the Property. Each Owner is Midland County Clerk The Association, each Owner, Tenant or other user of any ms and ndominium of the Property must comply with the Documents and Applicable Law.

Boot Lake Ranch Reviewer Approvandland County Clerk Unofficial Copy 2.1.3 Project Names. Each Owner is advised that the name used to identify the Lot or any portion thereof for marketing or identification purposes must be approved in advance and in writing by the Boot Lake Ranch Reviewer.

2.2 Incorporation of Development Tract Declarations. Upon Recordation of a Development Tract Declaration such Development Tract Declaration will, automatically and without the necessity of further act, be incorporated into, and be deemed to constitute a part of this Covenant, to the extent not in conflict with this Covenant, but will apply only to portions of the Property made subject to the Development Tract Declaration upon Recordation. To the provisions of a Development Tract Declaration and sions of this Covenant will control.

extent of any conflict between the termany this Covenant, the terms and 2.3 Conceptnofficial information and Plans") land us timeconcept, Midland ne Plans.

All master plans, site plans, brochures, illustofficial Copy keting materials related to the Property (collectively, the in nature and are intended to be used for illustrative nd Improvements reflected on the Conceptual Plans are from time to time, and it is expressly agreed and Property may include uses which are not shown on Clerceptual to change at any Count podes only. The makes no representation or warranty concerning such landerstood that land uses within Conceptual Plans. Declarant uses and Improvements shown on

n on Clerceptual to change at any Count podes only. The makes no representation or warranty concerning such landerstood that land uses within Conceptual Plans. Declarant uses and Improvements shown on the Conceptual Plans or otherwise planned for the Property and it is expressly agreed and understood that no Owner will be entitled to rely upon the Conceptual Plans or any statement by Declarant or any of Declarant's representatives regarding proposed land uses, or proposed or planned Improvements, in making the decision to purchase any land or Improvements within the Property. Each Owner who acquires a Lot or Condominium Unit within the Property acknowledges that development will extend over many years, and each Owner agrees not to protest, challenge, or make any other form of objection to development of the Property or changes in the Conceptual Plans as they may be amended or modified from time to time.

2.4 Cell Tower and cellular, video and digital related equipment, celofficial ecommunications Equipment.

antennae and Telecommunications, rk Unofficial Copy ment, including without limitation, broadcast antennae and Owers, cell tower equipment, or other wireless communi equipment, cable or satellite television equipment and high-speed internet access (collectively, the "CTT Equipment”) may be Property or the Development or may be constructed on or near Midland County 4861-8667-6840v.6 67336-1 8 Midland ocate equipment for or near the operty and/or the BOOT LAKE RANCH MASTER COVENANT [MIXED-USE] 2023 - 24962 10/18/2023 08:14 AM Page 13 of 60 Development. As more reserved the right, for the repair, replace, impro Colbed in Section 8.5 of this Covenant, Declarant has Common Area of itself and its assigns, to construct, install, use, maintains

velopment. As more reserved the right, for the repair, replace, impro Colbed in Section 8.5 of this Covenant, Declarant has Common Area of itself and its assigns, to construct, install, use, maintains and operate CTT Equipment upon all or any portion may also and the Special Common Area. Parties other than the Declarant or i recounty Midland Midland C 2.5 ounty Clerk, Unofficial Copy easements for the construction, installation, use, maintenance improvement, removal and operation of CTT Equipment.

Provision of Benefits and Services to Service Area Midland County repair, 2.5.1 Declarant may, in a Recorded written instrument, assign Lots and/or Condominium Units to one or more Service Areas (by name or other identifying designation) as it deems appropriate, which Service Areas may be then existing or newly created, and may require that the Association provide benefits or services to such Lots and/or Condominium Units in addition to those which the Association generally provides to the Property. During the Development Period, Declarant may unilaterally amend any written Recorded notice, to re-designate Service Area boundaries. All costs associated with the provision of services or benefits to a Service Area will be assessed against the Lots and/or Condominium Units within the Service Area as a Service Area Assessment.

2.5.2 inity Clerk Unofficial Copy expiration on to Service Areas which Declarant may designate, nation of the Development Period, any group of Owners designate their Lots and/or Condominium Units as a of receiving from the Association: (a) special benefits or vided to all Lots and/or Condominium Units; or (b) a higher Association otherwise provides. Upon receipt of a ty Clerk Unofficial Copy Majority of the Lots and/or Condominium Units wiPetit Cervi Ration

ided to all Lots and/or Condominium Units; or (b) a higher Association otherwise provides. Upon receipt of a ty Clerk Unofficial Copy Majority of the Lots and/or Condominium Units wiPetit Cervi Ration a for the which are not of service than the signed by Owners of a proposed Service Area, the Board will investigate the terms upon which the requested benefits or services might be provided and notify the Owners in the proposed Service Area of such terms and associated expenses, which may include a reasonable administrative charge in such amount as the Board deems appropriate (provided, any such administrative charge will apply at a uniform rate per Lot and/or Condominium Units among all Service Areas receiving the same service). If approved by the Board, the Declarant during the Development Period, and the Owners of at least eighty percent (80%) of the total number of votes held by all Lots and/or Condominium Units within the proposed Service Area, the Association will provide the requested benefits or services on the terms and administrative set forth in the proposal or in panner otherwise determined by the Board. The cost against the Lots and Assessment.

Midland County Clerk with such benefits or services will be assessed discontin 4861-8667-6840v.6 67336-1 Units within such Service Area as a Service expiration or termination of the Development Period, the Boat modify benefits or services provided to a Service Area.

9 Midla County Clerk Unofficial Copy BOOT LAKE RANCH MASTER COVENANT [MIXED-USE] ay 2023 - 24962 10/18/2023 08:14 AM Page 14 of 60 BOOT ARTICLE 3 RANCH MASTER COMMUNITY, INC.

purposes, Organization Ncial Copy 3.1 y Clerk Unofficial Copy The Association will be a nonprofit corporation with the duties, and vested with the powers of a

OT ARTICLE 3 RANCH MASTER COMMUNITY, INC.

purposes, Organization Ncial Copy 3.1 y Clerk Unofficial Copy The Association will be a nonprofit corporation with the duties, and vested with the powers of a corporatio Neither the Certificate nor the Bylaws will, for any Wee changed or interpreted so as to be inconsistent with this Mida county 3.2 Membership.

the non-profit be amended or Midland County 3.2.1 Mandatory Membership. Any Person, upon becoming an Owner, will automatically become a Member of the Association. Membership will be appurtenant to and will run with the ownership of the Lot or Condominium Unit that qualifies the Owner thereof for membership, and membership may not be severed from the ownership of the Lot or Condominium Unit, or in any way transferred, pledged, mortgaged or alienated, except together with the title to such Lot or Condominium Unit.

3.2.2 Easement of Enjoyment Association will have a right Area which easement wil Member's Lot or reservations: Common Area. Every Member of the asement of enjoyment in and to all of the Common appurtenant to and will pass with the title to such Clerk Unoffium Unit, subject to the following restrictions The right of the Declarant, during the Developmenlerk Unofficial Copy Midland County Copy (i) the Board, with the Declarant's advance written consent durin Period, to cause such Improvements and features to Common Area; and and e Development to Midland Constructed upon the (ii) The right of the Association to suspend the Member's right to use the Common Area for any period during which any Assessment against such Member's Lot or Condominium Unit remains past due or for any period during which such Member is in violation of any provision of this Covenant; (iii)

ny period during which any Assessment against such Member's Lot or Condominium Unit remains past due or for any period during which such Member is in violation of any provision of this Covenant; (iii) The right of the Declarant, during the Development Period, and the Board, with the Declarant's advance written consent during the Development Period, to dedicate or transfer all or any part of the Common Area to any Governmental Entity for any purpose; (iv) The the Board, Period, Copy it of the Declarant, during the Development Period, and Oneclarant's advance written consent during the Developmenticial Copy (v) easements or licenses over and across the Common Area; With the advance written approval of the Declar Clerk during the Midland Countyment Period, the right of the Board to borrow monethe purpose of 4861-8667-6840v.6 67336-1 10 Midland BOOT LAKE RANCH MASTER COVENANT [MIXED-USE] 2023 - 24962 10/18/2023 08:14 AM Page 15 of 60 improving the Area; Area and, in furtherance thereof, mortgage the Common The right of the Declarant, during the Development Board, with the Declarant's advance written consent during thinofficial Copy Period, to promulgate Rules regarding the use of the County Midland County Clerk UnoffiCopy Improvements and (vii) The right of the Association to Midland and velopment Area and any act for services with any third parties on such terms as the Board may determine, except that during the Development Period, all such contracts must be approved in advance and in writing by the Declarant.

3.2.3 Easement of Enjoyment - Special Common Area. Each Owner of a Lot or Condominium Unit which has been assigned use of Special Common Area in a Development Tract Declaration or other Recorded instrument, will have a right and

- Special Common Area. Each Owner of a Lot or Condominium Unit which has been assigned use of Special Common Area in a Development Tract Declaration or other Recorded instrument, will have a right and easement of enjoyment in and to all of such Special Common Area for its intended purposes, and an access easement, if applicable, by and through such Special Common Area, which easement will be artenant Artenant to and will pass with title to such Owner's Lot or Condominium Unit subject to Section 3.2.2 above and subject to the following restrictions and reser ials Midland County Clerk, Unofficia The right of the Declarant, during the Development Board, with the Declarant's advance written consent during Period, to cause such Improvements and features to be Special Common Area; (ii) od, and The right of Declarant during Midland Cocial Copy tructed upon the Development Period to grant additional Lots or Condominium Units use rights in and to Special Common Area in a subsequently Recorded Development Tract Declaration or other Recorded instrument; (iii) The right of the Association to suspend the Member's rights to use the Special Common Area for any period during which any Assessment against such Member's Lot or Condominium Unit remains past due and for any period during which such Member is in violation of any provision of this Covenant; (iv) the Board, with Period, to The right Copy he Declarant, during the Development Period, and Reclarant's advance written consent during the Development usements or licenses over and across the Special Common Area Midland County Clerk Unofficial The right of the Declarant, during the Development Board, with the Declarant's advance written consent during the ment 4861-8667-6840v.6 67336-1 11 od, and Midland County Cleficial Copy

erk Unofficial The right of the Declarant, during the Development Board, with the Declarant's advance written consent during the ment 4861-8667-6840v.6 67336-1 11 od, and Midland County Cleficial Copy BOOT LAKE RANCH MASTER COVENANT [MIXED-USE] 2023 - 24962 10/18/2023 08:14 AM Page 16 of 60 Period, to dedicate ty for ansfer all or any part of the Special Common Area to any any purpose; With the advance written approval of the Declarant Period, the right of the Board to borrow money for improving the Special Common Area and, in furtherance th Special Common Area; Midland County Cl 3.3 (vii) The right of the Declarant, 6 the Midland County Clerk Unofficial Copy Purpose of mortgage the the Development Period, and the Board, with the Declarant's advance written consent during the Development Period, to promulgate Rules regarding the use of the Special Common Area and any Improvements thereon; and (viii) The right of the Association to contract for services with any third parties on such terms as the Board may determine, except that during the Development Period, all such contracts must be approved in advance and in writing by the Declarant.

Governance.

3.3.1 elected at the purpose.

Board Copy of the Association, or at a special meeting called for Midlandcumber ctors. The Board will consist of at least three (3) ] withstanding the foregoing provision or any provision social Copy the 'to the contrary, until the expiration or termination of the elopment Declarant will be entitled to appoint and remove all and officers of the Association; provided, however, they s of the Board Pueva Boot shall be Yong as Nueva Boot is an terminate its right as to the Midland permitted to appoint the Nueva Boot Board Member owner of a portion of the Property. Declarant

r, they s of the Board Pueva Boot shall be Yong as Nueva Boot is an terminate its right as to the Midland permitted to appoint the Nueva Boot Board Member owner of a portion of the Property. Declarant appointment and removal of one or more or all the Board members by the Recordation of a termination notice executed by the Declarant. In the event Declarant terminates its right to appoint and remove less than all of the Board members, the Board positions to which the termination applies will be elected by the Members, other than the Nueva Boot Board Member. Each Board member elected by the Members in accordance with the foregoing sentence will be elected for a term of one (1) year and shall serve until his or her successor is elected or he or she is replaced in accordance with the Bylaws.

At such time as Deck Copro longer has or terminates the right to appoint and remove any members.

Association will other than Director the Of Board as provided in this Section 3.3, the President of the Boot will elect one (1) Director for a three (3) year term and Meeting of the Members of the Association where the Membofficial Copy (1) two (2) year term. In the event Nueva Boot no longer own ortion of Midland Countyperty, the Members of the Associations shall be permitted to 4861-8667-6840v.6 67336-1 12 Midland County Director BOOT LAKE RANCH MASTER COVENANT [MIXED-USE] 2023 - 24962 10/18/2023 08:14 AM Page 17 of 60 for a two (2) year term.

Members as term of two (2)、 balloting expiration of the term of a Director elected by the his or her successor will be elected by the Members for A Director takes office upon the adjournment of the maforexcial COPY.

, or removal, will hold office until his or her successor is elected official Copy

er successor will be elected by the Members for A Director takes office upon the adjournment of the maforexcial COPY.

, or removal, will hold office until his or her successor is elected official Copy resignarhich he or she is elected or appointed and, absent death, Midland Coun gibility, appointed.

"will be restricted to Midland County ty Code inapplicable to the that Section 209.00591 of the It is not presently intended that the majority of the residential use, thus rendering Chapter 209 of the Texas Property or the Association. However, in the event it is Texas Property Code applies to the Property and/or the Association, then on or before the tenth (10th) anniversary of the date this Covenant is Recorded, or sooner as determined by Declarant, the Board will call a meeting of Members of the Association for the purpose of electing one-third (1/3) of the Board (the "Initial Member Election Meeting"), which Board member(s) must be elected by Owners other than the Declarant. Declarant shall continue to have the sole right to appoint and remove two-thirds (2/3) of the Board from and after the Initial Member Election Meeting until expiration or termination of the Development Period.

3.4 Voting. The methods of voting and the number of votes which may be cast for election of members to the Board (exce provided by Section 3.3) and on all other matters to be voted on by the Members are thereof) be 3.4.1 Copy forth below.

Unofficial rs. A Lot shall be allocated one (1) vote for each acre (or the Property. For example, if a Lot consists of 5.35 acres, to such Lot and the Owner of such Lot shall be entitled Midland County Clerk 5 Unofficial Copy Otes will If a Lot is submitted to the condominium form of owner total of 5.35 declaration must allocate to each Condominium Unit M

of such Lot shall be entitled Midland County Clerk 5 Unofficial Copy Otes will If a Lot is submitted to the condominium form of owner total of 5.35 declaration must allocate to each Condominium Unit M condominium portion of all the votes assigned to such Lot. Comme established thereby a fractional shall not be allocated any votes.

ea or Special Common Area 3.4.2 Declarant. In addition to the votes to which Declarant is entitled by reason of Section 3.4, for every one (1) vote outstanding in favor of any other Person, Declarant will have four (4) additional votes until the expiration or termination of the Development Period. Declarant may cast votes allocated to the Declarant pursuant to this Section and shall be considered a Member for the purpose of casting such votes, and need not own any portion of the Property as a pre-condition to exercising such votes.

andofficial Copy 3.4.3 Co-Owners. If there is more than one Owner of a Lot or Condominium Unit, the vote for such Lot ndominium Unit shall be exercised as the co-Owners holding a Majority of the nership interest in the Lot or Condominium Unit determine among advise the Secretary of the Association in writing prior to Any co-Owner may cast the vote for the Lot or Gagreement shall be conclusively presumed unless another co close of r Condominofficial Copy Midland CounCondominium Unit protests promptly to the President or othe 4861-8667-6840v.6 67336-1 13 Unit, ner of the BOOT LAKE RANCH MASTER COVENANT [MIXED-USE] Midland Counterson presiding 2023 - 24962 10/18/2023 08:14 AM Page 18 of 60 over the meeting or the absence of a suspended ifajor copy the vote Conden official Copy g, in the case of a vote taken outside of a meeting. In the greement, the Lot's or Condominium Unit's vote shall

ver the meeting or the absence of a suspended ifajor copy the vote Conden official Copy g, in the case of a vote taken outside of a meeting. In the greement, the Lot's or Condominium Unit's vote shall more co-Owners seek to exercise it independently. In no ever ch Lot or Condominium Unit exceed the total votes to which Powers. The Association will have the powers of a Midland Cum Unit is otherwise entitled pursuant to this Section 3.4.

Lot or Midlands Conprofit corporation.

will further have the power to do and perform any and all proper, for or incidental to, the exercise of any of the expressio that may be necessary or wers granted to it by Applicable Law or this Covenant. Without in any way limiting the generality of the two preceding sentences, the Board, acting on behalf of the Association, will have the following powers at all times: 3.5.1 Rules. To make, establish and promulgate, and in its discretion to amend from time to time, or repeal and re-enact, Rules, policies, the Bylaws and the Community Manual, as applicable, which are not in conflict with this Covenant, as it deems proper, covering any and all aspects of the Property (including the operation, maintenance and preservation thereof) or the Association. Any Rules, policies, the Bylaws and the Community Board must apply all Owners and be approved in advance and in writing by.

the Declarant until ation or termination of the Development Period.

Per insurance. To obtain and maintain in effect, policies of insura cial Copy, Midland County Clerk qualCoqual and any modifications thereto, proposed by the the pinion of the Board, are reasonably necessary or ociation and to carry out the Association's functions.

foregoing, the Board may purchase and maintain, at the insurance on behalf of any Person who is acting

of the Board, are reasonably necessary or ociation and to carry out the Association's functions.

foregoing, the Board may purchase and maintain, at the insurance on behalf of any Person who is acting opriate member, employee, servant or agent of the Asso Midland!

in protect the limitation to the pense of the Association, director, officer, committee tion against any liability asserted against such Person or incurred by such Person in their capacity as an director, officer, committee member, employee, servant or agent of the Association, or arising out of the Person's status as such, whether or not the Association would have the power to indemnify the Person against such liability or otherwise.

3.5.3 Records. To keep books and records of the Association's affairs, and to make such books and records available for inspection by the Owners, Mortgagees, and insurers or guarantors of any Mortgage upon request during normal business hours in accordance with Applicable Law 3.5.4 Assessme Assessment Units, Copy To levy and collect Assessments and to determine Right of Entry and Enforcement. To enter at any time withark Unofficial Copy, ergency (or in the case of a non-emergency, after forty-eight Midland County Clerk Unoffic in Article 5 below.

4861-8667-6840v.6 67336-1 14 Midland County notice in Hours' written BOOT LAKE RANCH MASTER COVENANT [MIXED-USE] 2023 - 24962 10/18/2023 08:14 AM Page 19 of 60 notice), without being liable Owner, upon any Lot or into any Condominium Unit the Documenofficial Copy for the purpose of ing the Documents or for the purpose of maintaining repairing any ar mprovement or other facility or removing any item to confor in the entry Lot or into any Condominium Unit and the removal or maintenance and Midlander The expense incurred

maintaining repairing any ar mprovement or other facility or removing any item to confor in the entry Lot or into any Condominium Unit and the removal or maintenance and Midlander The expense incurred by the Association in connection Confficial Copy, Lot or Condominium Unit, and will be enforced unty work conducted therefrom, thereon or therein will be a Owner of the Lot or the Condominium Unit so entered, Assessment against such Lot or Condominium Unit, ty cle bligation of the an Individual by a lien upon such same manner and to the same extent as provided in Article 5 hereof for Assessments. The Association will have the power and authority from time to time, in its own name and on its own behalf, or in the name of and on behalf of any Owner who consents thereto, to commence and maintain actions and suits to enforce, by mandatory injunction or otherwise, or to restrain and enjoin, any breach or threatened breach of the Documents. The Association is also authorized to settle claims, enforce liens and take all such action as it may deem necessary or expedient to enforce the Documents; provided, however, that the Board will never be authorized to expend any Association funds for the purpose of bringing suit against Declarant, or its successors or assigns. The Association may not alter or any Lot, on any Condominium Unit, other than Common Area, in enforcing this Covenant before a judicial Common Area or order authorizing.

written ut of the Owner(s) of the affected Lot(s) or Condominium Unit(s) Unofficial Copy obtain Consent in action has been obtained by the Association, or before EACH OWNER AND TENANT HEREBY RELEASES PRECTORS, EMPLOYEES AND AGENTS FROM ANY Midland CONLESS THE DECLARANT, ASSOCIATION, AND EXPENSE, LIABILITY, CLAIM OR CAUSE OF ACTInd County HOLDS OFFICERS,

before EACH OWNER AND TENANT HEREBY RELEASES PRECTORS, EMPLOYEES AND AGENTS FROM ANY Midland CONLESS THE DECLARANT, ASSOCIATION, AND EXPENSE, LIABILITY, CLAIM OR CAUSE OF ACTInd County HOLDS OFFICERS, LOSS, DAMAGE, INCURRED OR THAT MAY ARISE BY REASON OF THE ASSOCIATION'S ACTS OR ACTIVITIES UNDER THIS SECTION 3.5.5 (INCLUDING ANY COST, EXPENSE, LIABILITY, CLAIM OR CAUSE OF ACTION ARISING OUT OF THE ASSOCIATION'S NEGLIGENCE IN CONNECTION THEREWITH), EXCEPT TO THE EXTENT SUCH COST, LOSS, DAMAGE, EXPENSE, LIABILITY, CLAIM OR CAUSE OF ACTION RESULTED FROM THE ASSOCIATION'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. "GROSS NEGLIGENCE" DOES NOT INCLUDE SIMPLE NEGLIGENCE, CONTRIBUTORY NEGLIGENCE OR SIMILAR NEGLIGENCE SHORT OF ACTUAL GROSS NEGLIGENCE.

3.5.6 Legal and Accept accounting services necess and/or 3.5.7 Unofficial yances.

ng Services. To retain and pay for legal and proper in the operation of the Association.

To grant and convey to any Person the real Interest, including fee title, leasehold estates, easements, out of, in, on, over, or under any Common Area or Special Midland Cork.

Midland County Clerk, Unofficial Copy urpose of constructing, erecting, operating or maintaining the nty 4861-8667-6840v.6 67336-1 15 way or non Area for owing: BOOT LAKE RANCH MASTER COVENANT [MIXED-USE] 2023 - 24962 10/18/2023 08:14 AM Page 20 of 60 trails.

Parks Unofficial Copy Roads, streets, sidewalks, signs, street lights, walks, drivew paths; Midland County Clerk Unofficial ways or other recreational facilities or structures; (iii) purposes; (iv) Lines, cables, wires, conduits, pipelines or Midlandhervices for utility Sewers, water systems, storm systems and pipelines; and/or Any similar improvements or facilities.

drainage systems, sprinkler

Lines, cables, wires, conduits, pipelines or Midlandhervices for utility Sewers, water systems, storm systems and pipelines; and/or Any similar improvements or facilities.

drainage systems, sprinkler Until expiration or termination of the Development Period, any grant or conveyance under this Section 3.5.7 must be approved in advance and in writing by the Declarant. In addition, the Association (with the advance written approval of the Declarant during the Development Period) and the Declarant are expressly authorized and permitted to convey easements, specifically including pipeline easements, over and across Common Area or Special subject to the terms and prove on Area for the benefit of property not otherwise operate 3.5.8 Clerk Unofficial this Covenant.

To retain and pay for the services of a Person or firm may include Declarant or any affiliate of Declarant, to "MaAssociation, including the Common Area, Special Commoacial Copy mmercially reasonable and consistent with prevailing market inofficial Copy rvice Area, to the extent deemed advisable by the Board.

Midland County by the Manager. To the extent permitted by Applicand County gand and/or fees must be for such services.

Additional personnel may be employed directly by the Ass ation or may be furnished Law, the Board may delegate any other duties, powers and functions to the Manager. In addition, the Board may adopt transfer fees, resale certificate fees or any other fees associated with the provision of management services to the Association or its Members. THE MEMBERS HEREBY RELEASE THE ASSOCIATION AND THE MEMBERS OF THE BOARD FROM LIABILITY FOR ANY OMISSION OR IMPROPER EXERCISE BY THE MANAGER OF ANY SUCH DUTY, POWER OR FUNCTION SO DELEGATED.

s Members. THE MEMBERS HEREBY RELEASE THE ASSOCIATION AND THE MEMBERS OF THE BOARD FROM LIABILITY FOR ANY OMISSION OR IMPROPER EXERCISE BY THE MANAGER OF ANY SUCH DUTY, POWER OR FUNCTION SO DELEGATED.

3.5.9 Property Services. To pay for water, sewer, garbage removal, street lights, landscaping, security services, gardening, private or public recreational facilities, easements, roads, roadways sidewalks, paths, trails, po COP-of-ways, signs, parks, parkways, median strips, Unofficial Copy.

and maintenance for canals, and lakes and all other utilities, services, repair portion of the Common Area.

es, and to pay any other taxes or assessments that the Associate erk Unofficial Copy Other Services and Properties. To obtain and pay for any Midland County Clerk u 4861-8667-6840v.6 67336-1 16 Midland Cou roperty the Board BOOT LAKE RANCH MASTER COVENANT [MIXED-USE] th 2023 - 24962 10/18/2023 08:14 AM Page 21 of 60 is required or permitted to terms of the umercial Copy ure or to pay for pursuant to Applicable Law, under the as determined by the Board.

onstruction on Common Area and Special Common Area. To new Imements or additions to Common Area and Special Common Clark Unofficial Copy.

Midland Cament Period.

proval of the Board and the Declarant until expiration Midland subject to nination of the 3.5.12 Contracts. To enter into contracts or ses with Declarant or any third party on such terms and provisions the are commercially reasonable and consistent with prevailing market rates, to operate and maintain the Property, any Common Area, Special Common Area, Service Area, Improvement, or other property, or to provide any service, including but not limited to cable, utility, or telecommunication services, or

Property, any Common Area, Special Common Area, Service Area, Improvement, or other property, or to provide any service, including but not limited to cable, utility, or telecommunication services, or perform any function on behalf of Declarant, the Board, the Association, or the Members. During the Development Period, all contracts must be approved in advance and in writing by the Declarant.

3.5.13 Property Ownership. To acquire, own and dispose of all manner of real and personal property, grant, lease, easement, gift or otherwise. During the Development Period, all must be approved that Ungeons and dispositions of the Association hereunder ance and in writing by the Declarant.

Midland Count Authority v Clerk Unofficial Copy with Respect to the Documents. To do any act, thi essary or desirable, in the judgment of the Board, to implement any of the Documents. Any decision by the Board to delay the power and authority granted by this Section 3.5.14 w way limit, impair or affect ability of the Board to exercise Midland or deed minister or defer the exercise subsequently in any power and authority.

3.5.15 Membership Privileges. To establish Rules governing and limiting the use of the Common Area, Special Common Area, Service Area, and any Improvements thereon. All Rules governing and limiting the use of the Common Area, Special Common Area, Service Area, and any Improvements thereon must apply equally to all Owners and be approved in advance and in writing by the Declarant during the Development Period.

with Copy 3.5.16 Relationships Governmental Entities and Tax Exempt Organizations. To create, enter into agreements or contracts with, or grant exclusive and/or non-exclusive easeme over the Common Area, Special Common Area, or Service Area with

ntities and Tax Exempt Organizations. To create, enter into agreements or contracts with, or grant exclusive and/or non-exclusive easeme over the Common Area, Special Common Area, or Service Area with Mental Entities or non-profit, tax-exempt organizations. The Association may Dute money, real or personal property, or services to such shall be a common expense to be included in the Association and included as a line item in the Association's an Any such levied onl Midland County Clerk u 4861-8667-6840v.6 67336-1 17 Midland County Clerk Unofficial Copy budget.

BOOT LAKE RANCH MASTER COVENANT [MIXED-USE] 2023 - 24962 10/18/2023 08:14 AM Page 22 of 60 3.6 Common Area and Spe Unofficial Copy and dispose of any interests Declarant may transfer or for the benefit fee Common Area. The Association may acquire, hold, bangible and intangible personal property and real property nvey to the Association interests in real or personal property.

Property and the general public, and the Association will transfers and conveyances. Such property may be improved or unimproved and clef such Midland County Clerk 3. Casement County consist of interests. In for the benefit of the the terms and provisions of Sociation and thereafter will be e, easements, leases, licenses, or other real or personal Declarant may reserve from any such property eclarant, any third party, and/or property not otherwise subjec this Covenant. Such property will be accepted by the maintained as Common Area or Special Common Area, as applicable, by the Association for the benefit of the Property and/or the general public subject to any restrictions set forth in the deed or other instrument transferring or assigning such property to the Association. Upon

ciation for the benefit of the Property and/or the general public subject to any restrictions set forth in the deed or other instrument transferring or assigning such property to the Association. Upon Declarant's written request during the Development Period, the Association will re-convey to Declarant any unimproved real property that Declarant originally conveyed to the Association, as determined in the sole and absolute discretion of the Declarant. Declarant and/or its assignees may construct and maintain upon portions of the Common Area and/or the Special Common Area such facilities and may conduct such activities which, in Declarant's sole opinion, may be required, convenient, on the Property, including, but not or incidental to the construction or sale of Improvements assignees shall have an easer Common Area for access activities at no 3.7 Clerk Unofficial € fo, business offices and signage. Declarant and/or its over and across the Common Area and/or the Special shall have the right to use such facilities and to conduct (and subject to) any rights or benefits arising under the ociation, the Association will indemnify any Person who was, Mid PlicnIndemnification. To the fullest extent permitted by to be made a party to any threatened, pending or completed icial Copy Unofficial Copy aw but without or Bylaws of the a party, or is threatened suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that he or she is, or was, a director, officer, committee member, employee, servant or agent of the Association against expenses, including attorneys' fees, reasonably incurred by him or her in connection with such action, suit or proceeding if it is found and determined by the Board or a court of competent

ion against expenses, including attorneys' fees, reasonably incurred by him or her in connection with such action, suit or proceeding if it is found and determined by the Board or a court of competent jurisdiction that he or she: (a) acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Association; or (b) with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by settlement, or upon a plea of nolo contendere or its equivalent, will not of itself create a presumption that the Person did not act in good faith or in a manner reasonably believed to be in, or not opposed to, the with respect to any criminal action or proceeding, had or her conduct was unlawful.

best interests of the ocia reasonable cause to believe 3.8 Board by Period whictopy citon of Declarant's Interests. Despite any assumption of Unofficial Copy of the Board is prohibited from taking any action which would nate against Midland County other than Declarant, until the expiration or termination of the Development 4861-8667-6840v.6 67336-1 18 Midland BOOT LAKE RANCH MASTER COVENANT [MIXED-USE] 2023 - 24962 10/18/2023 08:14 AM Page 23 of 60 Declarant, or which would be Declarant. Declarant shall be any such action discri advance and in and quality to the sale of Lots or Condominium Units owned by itled to determine, in its sole and absolute discretion, whethe es or is detrimental to Declarant. Unless otherwise by the Declarant, the Board will be required to continue the Unofficial Copy assumption tenance, operations and services as that provided immediately prior to of control of the Board by Owners other than Declarant un

, the Board will be required to continue the Unofficial Copy assumption tenance, operations and services as that provided immediately prior to of control of the Board by Owners other than Declarant un Midlandnation of the Development Period.

3.9 Clerke level Administration of Common Area. The acidland County ( expiration or stration of the Common Area, Special Common Area and Service Area by the Association shall be in accordance with the provisions of Applicable Law and the Documents, and of any other agreements, documents, amendments or supplements to the foregoing which may be duly adopted or subsequently required by any institutional or governmental lender, purchaser, insurer or guarantor of mortgage loans (including, for example, the Federal Home Loan Mortgage Corporation) designated by Declarant or by any Governmental Entity having regulatory jurisdiction over the Common Area, Special Common Area or Service Area or by any title insurance company selected by Declarant to insure title to any portion of such areas.

4.1 standard 4 Midland County Clerk, Insurancnofficial Copy INSURANCE Unit. The Lot minium Cach Owner will be required to purchase and maintain commer the Improvements located upon such Owner's Lot or dation will not maintain insurance on the Improvements dominium Unit. The Association may, however, obtain deem necessary, including but not limited to such policies of 1 surance as the Board, in its discretion, may deem sa construClerk Unofficial Copy policies will be a common expense to be included in the upon any her insurance as it ily and property damage surance premiums for such levied by the Association.

The acquisition of insurance by the Association will be without prejudice to the right and

the upon any her insurance as it ily and property damage surance premiums for such levied by the Association.

The acquisition of insurance by the Association will be without prejudice to the right and obligation of any Owner to obtain additional individual insurance.

4.2 Restoration Requirements. In the event of any fire or other casualty, the Owner will either: (a) unless otherwise approved by the Boot Lake Ranch Reviewer, promptly commence the repair, restoration and replacement of any damaged or destroyed Improvements to their same exterior condition existing prior to the damage or destruction thereof within one hundred and eighty (180) days after the occurrence of such damage or destruction, and thereafter prosecute the same to n; or (b) in the case of substantial or total damage or destruction of any Improvement, Property within one hundred however, that the timefra fy; delivered to es all such damaged Improvements and debris from the nofficial Copy herein shall be abated accordingly to account for any on provided that written notice of such insurance investigation is insurance Unless otherwise approved by the Boot Lake Ranch or replacement will be commenced and completedty.'

Midland Coundredty (120) days after the occurrence of such damage, provided repair, 4861-8667-6840v.6 67336-1 19 Midland ewer, any in a good and BOOT LAKE RANCH MASTER COVENANT [MIXED-USE] 2023 - 24962 10/18/2023 08:14 AM Page 24 of 60 workmanlike manner using its sole and absolute.

restoration, Upoteters substantially the same as the materials used in Association may commence, complete or effect such repinofficial Copy the Improvements damaged or destroyed, as determined by the Boot Lake Ranch Reviewer, etion. To the extent that the Owner fails to commence,

on may commence, complete or effect such repinofficial Copy the Improvements damaged or destroyed, as determined by the Boot Lake Ranch Reviewer, etion. To the extent that the Owner fails to commence, ent, or the removal of debris, within the time period Section 4.2, Midco Placak!

or clean-up, and the costs incurred by the Association xr, in this restoration, be levied as an . Assessment against such Owner's Lot or Condominium County²t such repair, restoration, replacement or clean-up, the Midlanda if the Owner is prohibited or delayed by Applicable Law.

provided, however, dispute from commencing of the Association under this provision will not arise until the expiration of ninety (90) days after such prohibition or delay is removed. If the Owner fails to pay such cost upon demand by the Association, the cost thereof (plus interest from the date of demand until paid at the maximum lawful rate, or if there is no such maximum lawful rate, than at the rate of one and one-half percent (11%) per month) will be levied as an Individual Assessment chargeable to the Owner's Lot or Condominium Unit.

EACH OWNER AND TENANT HEREBY RELEASES AND HOLDS HARMLESS THE DECLARANT, ASSOCIATION, AND THEIR OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS FROM ANY COST, LOSS, DAMAGE, EXPENSE, LIABILITY, CLAIM OR CAUSE OF ACTION INCURRED OR THAT ACTS OR ACTIVITIES UNDER DAMAGE, EXPENSE, OF THE ASSOCIATION NEGLIGENCE" SECTION 4.2, EXCEPT FOR SUCH COST, LOSS, CLAIM OR COST OF ACTION ARISING BY REASON NEGLIGENCE OR WILLFUL MISCONDUCT. “GRO CONTRIBUTO AOS Y ARISE BY REASON OF THE ASSOCIATION'S SED HEREIN DOES NOT INCLUDE SIMPLE Nicial Copy GROSS NEGLIGENCE OR SIMILAR NEGLIGENCE SHORT Midland CouLIGENCE.

Is 4.3 Restoration - Mechanic's and Materialmen's Lien.

County NCE, ACTUAL

ASSOCIATION'S SED HEREIN DOES NOT INCLUDE SIMPLE Nicial Copy GROSS NEGLIGENCE OR SIMILAR NEGLIGENCE SHORT Midland CouLIGENCE.

Is 4.3 Restoration - Mechanic's and Materialmen's Lien.

County NCE, ACTUAL s repaired, restored, replaced or cleaned-up by the Associatia Owner whose structure Pursuant to the rights granted under this Article 4, hereby grants to the Association an express mechanic's and materialmen's lien for the reasonable cost of such repair, restoration, replacement or clean-up of the damaged or destroyed Improvement to the extent that the cost of such repair, restoration, replacement, or clean-up exceeds any insurance proceeds allocable to such repair, restoration, replacement, or clean-up which are delivered to the Association. Upon request by the Board, and before the commencement of any reconstruction, repair, restoration, replacement, or clean-up such Owner will execute all documents sufficient to effectuate such mechanic's and materialmen's lien in favor of the Association.

5.1 Assessm Midland County, Clerk Unofficial Copy RTICLE 5 FOR ASSESSMENTS Established by Board. Assessments established by the Boaerk Unofficial Copy visions of this Article 5 will be levied against each Lot and 4861-8667-6840v.6 67336-1 20 Pursuant to Midland Cominium Unit in BOOT LAKE RANCH MASTER COVENANT [MIXED-USE] 2023 - 24962 10/18/2023 08:14 AM Page 25 of 60 amounts determined will be determined Copy Section 5.8.1 below. The total amount of Assessments thereonclerk Uns in accordance with the terms of this Article 5.

the 5.1.2 Isonal Obligation; Lien. Each Assessment, together with wner of the Lot or Condominium Unit against which the Midland County e be secured by a lien hereby granted and conveyed by : Condominiuidan Unofficial Copy interest Migation of ent is levied and

with wner of the Lot or Condominium Unit against which the Midland County e be secured by a lien hereby granted and conveyed by : Condominiuidan Unofficial Copy interest Migation of ent is levied and to the Association against each such Lot and all Improvements thereon and such Condominium Unit (such lien, with respect to any Lot or it not in existence on the date hereof, will be deemed granted and conveyed at the time that such Lot or Condominium Unit is created). The Association may enforce payment of such Assessments in accordance with the provisions of this Article. Unless the Association elects otherwise (which election may be made at any time), each condominium association established by a condominium regime imposed upon all or a portion of the Development Tract will collect all Assessments levied pursuant to this Covenant from Condominium Unit Owners within such condominium regime. The condominium association will promptly remit all Assessments collected from Condominium Unit Owners to the Association. If the condominium association fails timely collect any portion of the Assessments due from the Owner of the Condominium Unit, then the Association may collect such Assessments allocated.

against the um Unit without joinder of the condominium association.

right to collect Assessments on behalf of the condom Condominium Unit on its own behalf and enforce its lien.

license the Association which may be revoked by written instrum Sociationcial Copy m time to time, at the sole and absolute discretion of the Board Midland County, 5.1.3 Declarant Subsidy. Declarant shall during the Development Period by contributing funds annual budget. This obligation terminates upon ancian County Period.

any time, support to Association valent to any shortfall on an

Declarant shall during the Development Period by contributing funds annual budget. This obligation terminates upon ancian County Period.

any time, support to Association valent to any shortfall on an termination of the Development 5.2 Maintenance Fund. The Board will establish a maintenance fund into which will be deposited all monies paid to the Association and from which disbursements will be made in performing the functions of the Association under this Covenant. The funds of the Association may be used for any purpose authorized by the Documents and Applicable Law.

5.3 Regular Assessments. Prior to the beginning of each fiscal year, the Board will prepare a budget for the purpose of expenses of the Association expenses to be incurred by exercising its powers Bonatti hing amounts sufficient to pay the estimated net Assessments") which sets forth: (a) an estimate of during such year in performing its functions and this Covenant, including, but not limited to, the cost management, reped maintenance, the cost of providing street and other lightin administering maintain enforcing Documents; an estimate Midland Counsonable provision for contingencies and an appropriate r 4861-8667-6840v.6 67336-1 21 Unofficial Copy e cost of eded to BOOT LAKE RANCH MASTER COVENANT [MIXED-USE] Midland Planent reserve, but 2023 - 24962 10/18/2023 08:14 AM Page 26 of 60 excluding (c) the operation, maint Unofficial Copy Special Common any reason, including All such Regulflerk U fiscal repair and management costs and expenses associated and Service Area. If the sums collected prove inadequate for yment of any Individual Assessment by an Owner, the Associnofficial Copy manner.

may at any time, ar from time to time, levy further Regular Assessments in the same n

ms collected prove inadequate for yment of any Individual Assessment by an Owner, the Associnofficial Copy manner.

may at any time, ar from time to time, levy further Regular Assessments in the same n ssessments will be due and payable to the Association at the begining of the during the fiscal year in equal monthly installments on or or in such other manner as the Board may eac scretion. If the Board elects to adopt annual Regular County Midland Regular Assessments to be paid in installments, e.g., mont the first day of Its sole and absolute and further elects to permit quarterly, etc., the Board may charge an administrative or processing fee for each such installment.

5.4 Special Assessments. In addition to the Regular Assessments provided for above, the Board may levy special assessments (the "Special Assessments") whenever in the Board's opinion such Special Assessments are necessary to enable the Board to carry out the functions of the Association under the Documents. The amount of any Special Assessments will be at the sole discretion of the Board. In addition to the Special Assessments authorized above, the Association may, in any fiscal year, levy a Special Assessment for the purpose of defraying, in whole or in part, the cost of any construction, reconstruction, repair or replacement of a capital improvement upon the Co Area or Special Common Area. Any Special Assessment levied by the any construction, Common Area will evied Assessments le Co Associal Copy of any on for the purpose of defraying, in whole or in part, costs of on, repair or replacement of capital improvement upon against all Owners based on Assessment Units. Any official Copy by the Association for the purpose of defraying in whole or Action, reconstruction, repair or replacement of a capital

improvement upon against all Owners based on Assessment Units. Any official Copy by the Association for the purpose of defraying in whole or Action, reconstruction, repair or replacement of a capital Midland County the cost ommon Area will be levied against all Owners who have been protement upon any ay Special Common Area Assessments based on Assessments will be due and payable to the Association gned the obligation mendUnits. All such Special during the fiscal year in equal monthly installments on or before the first day of each month, or in such other manner as the Board may designate in its sole and absolute discretion.

5.5 Special Common Area Assessments. Prior to the beginning of each fiscal year, the Board will prepare a separate budget covering the estimated expenses to be incurred by the Association to operate, maintain, repair, or manage any Special Common Area. The budget will be an estimate of the amount needed to operate, maintain, repair and manage such Special Common Area including a reasonable provision for contingencies and an appropriate replacement reserve. If the sums collected prove inadequate for any reason, including non-payment of any individual Specia mmon Area Assessment, the Association may at any time, and from time to time, urther Special Common Area Assessments in the same manner as aforesaid. All Special Common Area Assessments will be due and payable the Association at the ning of the fiscal year or during the fiscal year in equal monofficial Copy installments on ord designate in Commo ore the first day of each month, or in such other manner as thedard may and absolute discretion. If the Board elects to rea Assessments and further elects to permit Special Common Midland County Clerk 4861-8667-6840v.6 67336-1 22 Special Midland may

manner as thedard may and absolute discretion. If the Board elects to rea Assessments and further elects to permit Special Common Midland County Clerk 4861-8667-6840v.6 67336-1 22 Special Midland may ea Assessments to BOOT LAKE RANCH MASTER COVENANT [MIXED-USE] 2023 - 24962 10/18/2023 08:14 AM Page 27 of 60 be paid in installments, e.g., processing fee for each suche 5.6 will prepare a Expenses Midunty' faliment.

Unnt, etc., the Board may charge an administrative or Prea Assessments. Prior to the beginning of each fiscal year, rate budget for each Service Area reflecting the estimated incurred by the Association in the coming year. The total the Service Area; (b) based on Assessment Units Count e nofficial Copy Board tvice Area ount of Service E sessments will be allocated either: (a) equally among Lots nium Units within the Service Area; or (c) based on the benefit and f Cot or Condominium Units all Lots and Condominium Units in the Service Area. All amounts that the Association collects as Service Area Assessments will be expended solely for the benefit of the Service Area for which they were collected and will be accounted for separately from the Association's general funds. All such Service Area Assessments will be due and payable to the Association at the beginning of the fiscal year or during the fiscal year in equal monthly installments on or before the first day of each month, or in such other manner as the Board may designate in its sole and absolute discretion. If the Board elects to adopt annual Service Area Assessments and further elects to permit Service Area Assessments to be paid in installments, e.g., monthly, quarterly, etc., the Board may charge an administrative or 5.7 levy an Individual Concessing fee for each such installment.

o permit Service Area Assessments to be paid in installments, e.g., monthly, quarterly, etc., the Board may charge an administrative or 5.7 levy an Individual Concessing fee for each such installment.

Individual Assessments. In addition to any other Assessments, the Board may an Owner and the Owner's Lot or Condominium for: (a) interest, late, for costs incurre sessment against a Midland es, and collection costs on delinquent Assessments; (b) reimbuncial Copy bringing an Owner or the Owner's Lot or Condomininit into with the Documents; (c) fines for violations of the Documents; ( letters project documents; (e) insurance deductibles; (f) reimburseme or damage or waste by willful or negligent acts of the Owner, the Owner's Owner's Lot or Condominium Unit; and (g) common expenses Cones for estoppel invitees or Tenants of the benefit fewer than all of the Lots or Condominium Units, which may be assessed according to benefit received.

5.8 Amount of Assessments.

5.8.1 Assessments to be Levied. The Board will levy Assessments against each Lot or Condominium Unit based on "Assessment Units" (as described in Section 5.8.2 below). Unless otherwise provided in this Covenant, Assessments levied pursuant to Section 5.3 and Section 5.4 will be levied uniformly against each Assessment Unit.

Special Common Area Assessments levied pursuant to Section 5.5 will be levied uniformly against each Assessment Unit allocated to a Lot or Condominium Unit that has been assigned the to pay Special Common Area Assessments for specified Special Common vice Area Assessments levied pursuant to Section 5.6 will be lly among Lots or Condominium Units within the Service Are Unofficialice levied either: (a) based on As k Unofficial Copy Area;ssment Units assigned to Lots or Condominium Units within

ion 5.6 will be lly among Lots or Condominium Units within the Service Are Unofficialice levied either: (a) based on As k Unofficial Copy Area;ssment Units assigned to Lots or Condominium Units within based on the benefit received among all Lots and Condominiale in the Midland County Area.

4861-8667-6840v.6 67336-1 23 Midland County BOOT LAKE RANCH MASTER COVENANT [MIXED-USE] 2023 - 24962 10/18/2023 08:14 AM Page 28 of 60 each acre (or 5.82 Assessment acres, 5.35 Copy Each Lot shall be allocated one (1) Assessment Unit for of) within the Property. For example, if a Lot consists of 5.35 nt Units will be allocated to such Lot. If Lot is submitted Unofficial Copy ✓ form of ownership, the condominium declaration must each Midland or ned to such Lot.

5.8.3 Unit established thereby a fractional portion of all the Assessment Units Declarant Exemption. Notwithstanding contrary, no Assessments will be levied upon Lots Midland County's ing in this Covenant to the Condominium Units owned by Declarant. Notwithstanding the foregoing provision, Declarant will be required to pay Assessments for a Lot or Condominium Unit owned by the Declarant if the Declarant constructs Improvements on the Lot or Condominium Unit and intends to retain ownership of such Lot or Condominium Unit with Improvements constructed thereon instead of marketing for sale to a third-party or conveying or transferring such Improvements to the Association or a Governmental Entity. Assessments against a Lot or Condominium Unit owned by the Declarant, that are subject to Assessments in accordance with the previous sentence, will commence on the first day of the month succeeding the month in which issued by a Governmental Condominium Unit.

for the Improvements constructed on the Lot or

cordance with the previous sentence, will commence on the first day of the month succeeding the month in which issued by a Governmental Condominium Unit.

for the Improvements constructed on the Lot or (a) exemterk Unofficial Copycertificate of occupancy or its equivalent has been 5.8.4 Exemptions. Declarant may, in its sole discretion, un-platted or unimproved portion of the Property, Lot or om Assessments; (b) delay the levy of Assessments reduce the levy of Assessments against any un-platted, portion of the Property, Lot or Condominium Unit Midland Comproved or improved portion of the Property, Lot or County Clerk Unofficial Copy to: minium un-platted, COUnit; or (c) Midland improved or improved the event Declarant elects to delay or reduce Assessments pursuant to this Section, the duration of the delay or the amount of the reduction will be set forth in a Recorded written instrument. Declarant may terminate, extend or modify any delay or reduction set forth in a previously Recorded instrument by the Recordation of a replacement instrument. Declarant or the Board may also exempt any portion of the Property which is dedicated and accepted by a Governmental Entity from Assessments.

5.9 Late Charges. If any Assessment is not paid by the due date applicable thereto, the Owner responsible for the payment any time and from time to designate, and the late or Condominium charme Copy be required by the Board, at the Board's election at Unit; pay a late charge in such amount as the Board may any reasonable handling costs) will be a charge upon the L ned by such Owner, collectible in the manner as provide collection of tents, including foreclosure of the lien against such Lot or Applicaki Law.

Midland I however, such charge will never exceed the maximum charge.

ner, collectible in the manner as provide collection of tents, including foreclosure of the lien against such Lot or Applicaki Law.

Midland I however, such charge will never exceed the maximum charge.

4861-8667-6840v.6 67336-1 24 providofficial Copy minium Midland Countyed under BOOT LAKE RANCH MASTER COVENANT [MIXED-USE] 2023 - 24962 10/18/2023 08:14 AM Page 29 of 60 5.10 Owner's Personal Unofficial Copy for Payment of Assessments. Assessments levied as provided for herein will he personal and individual debt of the Owner of the Lot Condominium Unit age which are levied such Assessments. No Owner may himself from Assessment ability for such Assessments. In the event of default in the payment amount Midland County my such Unofficial Copy Owner of the Lot or Condominium Unit will be obligated to pay Assessment at the highest rate allowed by applicable usury. then in effect on of the Assessment from the due date thereof (or if there: on the highest rate, then the rate of 1% per month), together with all costs and uses of collection, including reasonable attorney's fees.

Midland County 5.11 Assessment Lien and Foreclosure. The payment of all sums assessed in the manner provided in this Article 5 is, together with late charges as provided in Section 5.9 and interest as provided in Section 5.10 and all costs of collection, including attorney's fees, are secured by the continuing Assessment lien granted to the Association pursuant to Section 5.1.2 above, and will bind each Lot and Condominium Unit in the hands of the Owner thereof, and such Owner's heirs, devisees, personal representatives, successors or assigns. The aforesaid lien will be superior to all other liens and charges against such Lot or Condominium Unit, except

reof, and such Owner's heirs, devisees, personal representatives, successors or assigns. The aforesaid lien will be superior to all other liens and charges against such Lot or Condominium Unit, except only for (a) tax and governmental assessment liens; and (b) all sums secured by a Recorded first mortgage lien or Recorded first st lien, to the extent such lien secures sums borrowed for the acquisition or ent of the Lot or Condominium Unit in question. The Association will have the er to subordinate the aforesaid Assessment lien to any other Such power will signed by an prejudice written c Midland eferely discretionary with the Board, and such subordination official Copy e of the Association. The Association may, at its option her priority or enforceability of the Assessment lien granted be without e of Assessment lien setting forth the amount of the unpaid the name e Owner of the Lot or Condominium Unit covered by such lier nd prepare a or Condominium Unit. Such notice may be signed by an off a description of the Lot Midland of the Association and will be Recorded. Each Owner, by accepting a deed or ownership interest to a Lot or Condominium Unit subject to this Covenant will be deemed conclusively to have granted a power of sale to the Association to secure and enforce the Assessment lien granted hereunder. The Assessment liens and rights to foreclosure thereof will be in addition to and not in substitution of any other rights and remedies the Association may have pursuant to Applicable Law and under this Covenant, including the rights of the Association to institute suit against such Owner personally obligated to pay the Assessment and/or for foreclosure of the aforesaid lien. In any

aw and under this Covenant, including the rights of the Association to institute suit against such Owner personally obligated to pay the Assessment and/or for foreclosure of the aforesaid lien. In any foreclosure proceeding, such Owner will be required to pay the costs, expenses and reasonable attorney's fees incurred. The Association will have the power to bid (in cash or by credit against the amount secured by the lien the property at foreclosure or other legal sale and to acquire, hold, lease, mortgage, vey or otherwise deal with the same. Upon the written He Association will report to said Mortgagee any unpa paid for longer than sixty (60) days after the same are due.

affected by the sale or transfer of any Lot or request of any Mortgage ficlavey c hereunder will however, th Midland County Clerk in the event of foreclosure of any lien superior to the Assessme 4861-8667-6840v.6 67336-1 25 Hen except, r Condominium bork Unofficial Copy Midland County , the lien for BOOT LAKE RANCH MASTER COVENANT [MIXED-USE] 2023 - 24962 10/18/2023 08:14 AM Page 30 of 60 any Assessments that were due Unofficial Copy provided that past-due only to the extent that the Mortgage.

that all before the foreclosure sale will be extinguished, ner (including any Mortgagee or other purchaser at a forecloserk Unofficial Copy ents will be paid out of the proceeds of such foreclosure sale are available after the satisfaction of the indebtedness secure subsequenter provisions of the preceding sentence will not, however, rel paying essments becoming due and payable after the foreclosure sale.

Midan ured by a lien of the type described in this Section 5.11, quest of the Owner, and at such Owner's cost, execute a releas eve any sale) from payment of all Mick's Cociation will upon the

e sale.

Midan ured by a lien of the type described in this Section 5.11, quest of the Owner, and at such Owner's cost, execute a releas eve any sale) from payment of all Mick's Cociation will upon the Tien relating to any lien for which written notice has been Recorded as provided abov except in circumstances in which the Association has already foreclosed such lien. Such release may be signed by an officer of the Association and Recorded. Except as otherwise provided by Applicable Law, the sale or transfer of a Lot or Condominium Unit will not relieve the Owner of such Lot or Condominium Unit or such Owner's transferee from liability for any Assessments thereafter becoming due or from the lien associated therewith. If an Owner conveys its Lot or Condominium Unit and on the date of such conveyance Assessments against the Lot or Condominium Unit remain unpaid, or said Owner owes other sums or fees under this Covenant to the Association, the Owner will pay such amounts to the Association out of the sales price of the Lot or Condominium Unit, and such sums will be paid in preference to any other charges against the Lot or Condominium Unit other than liens superior to the Assessment liens and charges in favor of the State of Texas or a political subdivision thereof axes on the Lot or Condominium Unit which are due and unpaid. The Owner g such Lot or Condominium Unit will remain personally liable official Copy all such sums until he same are fully paid, regardless of whether the transferee of e administr reco MidlandⓇ (so assumes Che transfer fee to cover the expenses associated with or adopt an pon the transfer of a Lot or Condominium Unit to a third pare Association's 5.12 Exempt Property. The following area the Assessments provided for in this Article: with Midland

ociated with or adopt an pon the transfer of a Lot or Condominium Unit to a third pare Association's 5.12 Exempt Property. The following area the Assessments provided for in this Article: with Midland Property will be exempt from The Common Area and the Special Common Area; and (i) (ii) Any portion of the Property owned by Declarant.

5.13 Fines and Damages Assessment.

5.13.1 Board Assessment. The Board may assess fines against an Owner for violations of the Documents which have been committed by an Owner, a Tenant or an Owner's or Tenant's guests can!" or invitees. Any fine and/or charge for damage levied in accordance pursuant to this if the violation Sony n his Section 5.13 will be considered an Individual Assessment Each day of violation may be considered a separate violat after written notice to the Owner. The Board Midland dan t damage Clerk Unofficial Copy ges against an Owner for pecuniary loss to the Association for to Association e or destruction of Common Area or any Improvements 4861-8667-6840v.6 67336-1 26 ssess property BOOT LAKE RANCH MASTER COVENANT [MIXED-USE] Midland Co by the Owner,