THIS DECLARATION, made on the date hereinafter set forth, is made by the CINNAMON CREEK HOMEOWNERS ASSOCIATION (deleted - CINNAMON CREEK LAND CORP., a Nebraska corporation) hereinafter referred to as the "Declarant".

PRELIMINARY STATEMENT

The Declarant is the owner of certain real property located within Douglas County,
Nebraska and described as follows:

Lots 2 through 209, inclusive, in Cinnamon Creek, a Subdivision, as surveyed, platted and recorded in Douglas County, Nebraska; Lots 1 through 360, inclusive, in Cinnamon Creek 2nd Addition, a Subdivision, as surveyed, platted and recorded in Douglas County, Nebraska.

Such lots are herein referred to collectively as the "Lots" and individually as each "Lot".

The Declarant desires to provide for the preservation of the values and amenities of Cinnamon Creek, and Cinnamon Creek 2nd Addition for the maintenance of the character and residential integrity of Cinnamon Creek, and for the acquisition, construction and maintenance of Common Facilities for the use and enjoyment of the residents of Cinnamon Creek and Cinnamon Creek 2nd Addition.

NOW, THEREFORE, the Declarant hereby declares that each and all of the Lots shall be held, sold and conveyed subject to the following restrictions, covenants, conditions and easements, all of which are for the purpose of enhancing and protecting the value, desirability and attractiveness of the Lots, and the enjoyment of the residents of the Lots. These restrictions, covenants, conditions and easements shall run with such Lots and shall be binding upon all parties having or acquiring any right, title or interest in each Lot, or any part thereof, as is more
fully described herein. The Lots, and each Lot is and shall be subject to all and each of the following conditions and other terms:

ARTICLE I.

RESTRICTIONS AND COVENANTS

1. Each Lot shall be used exclusively for single-family residential purposes, except
for such Lots or parts thereof as may hereafter be conveyed or dedicated by Declarant, or its successors or assigns, for use in connection with a Common Facility, or as a church, school,
park, or for other non-profit use.
2. No residence, building, fence (other than fences constructed by the Declarant),
wall, pathway, driveway, patio, patio cover enclosure, deck, rock garden, swimming pool, dog house, pool house, tennis court, flag pole, satellite receiving station or "discs", solar heating or cooling device, or other external improvement, above or below the ground (herein all referred to as any "Improvement") shall be constructed, erected, placed or permitted to remain on any Lot, nor shall any grading, excavation or tree removal for any Improvement be commenced, except
for Improvements which have been approved by Declarant as follows:

A. An owner desiring to erect an Improvement shall deliver two sets of
construction plans, landscaping plans and plot plans to Declarant (herein collectively referred to as the "plans"). Such plans shall include a description type, quality, color and use of materials proposed for the exterior of such Improvement. Concurrent with submission of the plans, Owner shall notify the Declarant of the Owner's mailing address.

B. Declarant shall review such plans in relation to the type and exterior of
improvements constructed, or approved for construction, on neighboring Lots and in the surrounding area, and any general scheme or plans formulated by Declarant. In this regard, Declarant intends that the Lots shall form a residential community with homes constructed of high quality materials. The decision to approve or refuse approval of a proposed Improvement shall be exercised by Declarant to promote development of the Lots and to protect the values, character and residential quality of all Lots. If Declarant determines that the proposed Improvement will not protect and enhance the integrity and character of all the Lots and neighboring Lots as a quality residential community, Declarant may refuse approval of the proposed Improvement.

C. Written Notice of any approval of a proposed Improvement shall be
mailed to the owner at the address specified by the owner upon submission of the plans. Such notice shall be mailed, if at all, within thirty (30) days after the date of submission of the plans. If notice of approval is not mailed within such period, the proposed Improvement shall be deemed disapproved by Declarant.

D. No Lot owner, or combination of Lot owners, or other person or persons shall have any right to any action by Declarant, or to control, direct or influence the acts of the Declarant with respect to any proposed Improvement. No responsibility, liability or obligation shall be assumed by or imposed upon Declarant by virtue of the authority granted to Declarant in this Section, or as a result of any act or failure to act by Declarant with respect to any proposed Improvement.

3. No single-family residence shall be created, altered, placed or permitted to remain on any Lot other than one detached single-family dwelling which does not exceed two and one-half stories in height. No structure, building or porch shall be constructed, erected, installed or situated within thirty (30) feet of the front yard line, except as set forth herein, all Improvements on the Lots shall comply with all other set back requirements of the Zoning Code of the Municipal Code of the City of Omaha, Nebraska.

4. The exposed front foundation walls and any foundation walls facing any street of
all main residential structures must be constructed of or faced with clay-fired brick or stone or
other material approved by Declarant. All exposed side and rear concrete or concrete block
foundation walls not facing a street must be covered with clay-fired brick, stone, siding or shall
be painted. All driveways must be constructed of concrete, brick, paving stone, or laid stone. All
foundations shall be constructed of concrete, concrete blocks, brick or stone. Fireplace chimneys
shall be covered with wood or other material approved in writing by Declarant. Unless other
materials are specifically approved by Declarant, the roof of all Improvements shall be covered
with asphalt shingles or wood cedar shakes or wood shingles.

5. No streamers, posters, banners, balloons, exterior illumination or other rallying
devices will be allowed on any Lot in the promotion or sale of any Lot, residential structure or
property unless approved in writing by the Declarant. No advertising signs, billboards, unsightly
objects or nuisances shall be erected, placed or permitted to remain on any Lot except one sign
per Lot consisting of not more than six (6) square feet advertising a Lot as "For Sale". No
business activities of any kind whatsoever shall be conducted on any Lot including home
occupations as defined in the Zoning Code of the Municipal Code of the City of Omaha,
Nebraska; nor shall the premises be used in any way for any purpose which may endanger the
health or unreasonably disturb the owner or owners of any Lot or any resident thereof. Provided,
however, the foregoing paragraph shall not apply to the business activities, signs and billboards
or the construction and maintenance of buildings, if any, by Declarant, their agents or assigns,
during the construction and sale of the Lots.

6. No obnoxious or offensive activity shall be carried on upon any Lot, nor shall
anything be done thereon which may be, or may become, an annoyance or nuisance to the
neighborhood, including, but not limited to, odors, dust, glare, sound, lighting, smoke, vibration and radiation. Exterior lighting installed on any Lot shall either be indirect or of such a controlled focus and intensity as not to disturb the residents of adjacent Lots.

7. No exterior television or radio antenna of any sort shall be permitted on any Lot.
No tree houses, tool sheds, doll houses, windmills, or similar structures shall be permitted on any
Lot.

8. No repair of any boats, automobiles, motorcycles, trucks, campers (trailers, van-
type, auto-drawn or mounted), snowmobiles, recreational vehicles (RV), other self-propelled
vehicles or similar vehicles requiring a continuous time period in excess of forty-eight (48) hours
shall be permitted on any Lot at any time; nor shall vehicles offensive to the neighborhood be
visibly stored, parked or abandoned on any Lot. No unused building material, junk or rubbish
shall be left exposed on the Lot except during actual building operations, and then only in as neat
and inconspicuous a manner as possible.

9. No boat, camper, trailer, auto-drawn or mounted trailer of any kind, mobile home,
truck, aircraft, camper truck or similar chattel shall be maintained or stored on any part of a Lot
(other than in an enclosed structure) for more than twenty (20) days within a calendar year. No
motor vehicle may be parked or stored outside on any Lot, except vehicles driven on a regular
basis by the occupants of the dwelling located on such Lot. No grading or excavating equipment,
tractors or semi tractor/trailers shall be stored, parked, kept or maintained in any yards,
driveways or streets. However, this Section 9 shall not apply to trucks, tractors or commercial
vehicles which are necessary for the construction of residential dwellings during the period of
construction. All residential Lots shall provide at least the minimum number of off street parking
areas or spaces for private passenger vehicles required by the applicable zoning ordinances of the
City of Omaha, Nebraska.

10. No incinerator or trash burner shall be permitted on any Lot. No garbage or trash
can or container or fuel tank shall be permitted unless completely screened from view, except for
pickup purposes. No garden lawn or maintenance equipment of any kind whatsoever shall be
stored or permitted to remain outside of any dwelling or suitable storage facility, except when in
actual use. No garbage, refuge, rubbish or cutting shall be deposited on any street, road or Lot.
No clothes line shall be permitted outside of any dwelling at any time. Produce or vegetable
gardens may only be maintained in rear yards.

11. No fence shall be permitted to extend beyond the front line of a main residential
structure. No hedges or mass planted shrubs shall be permitted more than ten (10) feet in front of
the front building line. Unless other materials are specifically approved in writing by Declarant,
fences shall only be composed of wood or wrought iron. No fence shall be of the chain link or
wire types. No fences or walls shall exceed a height of six (6) feet. Fences constructed within the easement area granted to Northern Natural Gas Company ("NNG Easement") as set forth in the final plat of Cinnamon Creek on Lots 10 through 37, inclusive and Lot 209, and Cinnamon Creek 2nd Addition on Lots 236-238; 260; 261; and 287-289 shall include gates on both the northern and southerly boundaries of said Lots to provide uninterrupted access to the NNG Easement. All gates so constructed shall remain unlocked at all times.

12. No swimming pool may extend more than one foot above ground level.

13. Construction of any Improvement shall be completed within one (1) year from the
date of commencement of excavation or construction of the Improvement. No excavation dirt
shall be spread across any Lot in such a fashion as to materially change the grade or contour of
any Lot.

14. A public sidewalk shall be constructed of concrete four (4) feet wide by four (4)
inches thick in front of each Lot and upon each street side of each comer Lot. The sidewalk shall
be placed five (5) feet back of the street curb line and shall be constructed by the owner of the
Lot prior to the time of completion of the main structure and before occupancy thereof; provided,
however, this provision shall vary to comply with any requirements of the City of Omaha.

15. Driveway approaches between the sidewalk and curb on each Lot shall be
constructed of concrete. Should repair or replacement of such approach be necessary, the repair
or replacement shall also be of concrete. No asphalt overlay of driveway approaches will be
permitted.

16. No stable or other shelter for any animal, livestock, fowl or poultry shall be
erected, altered, placed or permitted to remain on any Lot, except for one dog house constructed
for one ()) dog; provided always that the construction plans, specifications and the location of the
proposed structure have been first approved by Declarant, or its assigns, if required by this
Declaration. Dog houses shall only be allowed at the rear of the residence, attached to or
immediately adjacent to the residence. Dog runs or kennels shall be permitted only with the
approval of the Declarant, or its assigns; provided always that any permitted dog run or kennel
shall be located immediately adjacent to the rear of the residence. No animals, livestock,
agricultural-type animals, fowl, or poultry of any kind, including pot-bellied pigs, shall be raised,
bred or kept on any Lot, except that dogs, cats, or other household pets maintained within the
residential structure may be kept, provided that they are not kept, bred or maintained for any
commercial purpose and, provided, that they are kept confined to the Lot of their Owner and are
not permitted to run loose outside the Lot of the Owner.

17. Any exterior air conditioning condenser unit shall be placed in the rear yard or
any side yards so as not to be visible from public view. No grass, weeds or other vegetation will
be grown or otherwise permitted to commence or continue, and no dangerous, diseased or otherwise objectionable shrubs or trees will be maintained on any Lot so as to constitute an actual or potential public nuisance, create a hazard or undesirable proliferation, or detract from a neat and trim appearance. Vacant Lots shall not be used for dumping of earth or any waste materials, and no vegetation on vacant Lots shall be allowed to reach a height in excess of twelve (12) inches.

18. No Residence shall be constructed on a Lot unless the entire Lot, as originally
platted, is owned by one owner of such Lot, except if parts of two or more platted Lots have been
combined into one Lot which is at least as wide as the narrowest Lot on the original plat, and is
as large in area as the largest Lot in the original plat.

19. No structure of a temporary character, carport, detached garage, trailer, basement,
tent, outbuilding or shack shall be erected upon or used on any Lot at any time, either
temporarily or permanently. No structure or dwelling shall be moved from outside Cinnamon
Creek and Cinnamon Creek 2nd Addition to any Lot without the written approval of Declarant.

20. All utility service lines from each Lot line to a dwelling or other Improvement
shall be underground.

21. Declarant does hereby reserve unto itself the right to require the installation of
siltation fences or erosion control devices and measures in such location, configurations, and
designs as it may determine appropriate in its sole and absolute discretion. Outlet 1 and 2,
Cinnamon Creek 2nd Addition, shall be dedicated and transferred to Sanitary and Improvement
District No. 392, Douglas County, Nebraska as public property to protect the integrity of the
unique natural environmental area, including the wetlands located within Outlet 1 and 2. Only
minimal facilities shall be developed within Outlet 1 and 2 and only after close scrutiny of the
resulting environmental impact. Access may be severely limited to outlet 1 and 2. Outlet 1 shall
be left in its natural state with virtually no regular maintenance and substantially less
maintenance than provided in a typical park area. Dumping of any type of material (grass, rocks,
shrubs, trees, branches, earth, fill, rubbish, construction debris, etc.) and any type of
improvements, are strictly prohibited without appropriate permit. All lot owners shall be
prohibited from activities which could in any way, obstruct, degrade, alter, disturb, destroy, or
damage Outlet l's unique natural environmental area.

ARTICLE II.
BOUNDARY FENCE

1. Declarant must approve in writing any plans to construct boundary fences along
"Q" Street (the "Boundary Fence"). The Boundary Fence, if constructed, will be situated on the
northerly most boundary line of Lots 2 through 10, inclusive; (ii) extend vertically approximately six (6) feet; (iii) be uniform in construction; and (iv) be of the same material as shall bedetermined by Declarant. Each of such lots are collectively referred to as the "Boundary Lots".

Declarant must approve in writing any plans to construct boundary fences along 180th
Street (the "Boundary Fence"). The boundary fence, if constructed, will: (i) be situated on the
west boundary line of Lots 7, 8, 9, 18, 19, 20, 29, 30, 31 and 65 through 77, inclusive, Cinnamon
Creek 2nd Addition; (ii) be uniform in construction; and (iii) be of black chain link material as
shall be approved and determined by Declarant. Each of such Lots are collectively referred to as
the "Boundary Lots". Remaining portions of the fence not along 180th Street affecting the
Boundary Lots may be black chain link material or of different material consistent with the
provisions of this Declaration and approved by the Declarant.

2. Declarant hereby declares that the Boundary Lots are subject to a permanent and
exclusive right and easement in favor of Declarant and the Cinnamon Creek Homeowners
Association to maintain, repair and replace the Boundary Fence. Without limitation of the rights
and easement granted by this Declaration, the Declarant or Association my come upon any of the
Boundary Lots for the purpose of constructing, installing, repairing, maintaining, removing, and
replacing the Boundary Fence. Notwithstanding the foregoing, the Owner of a Boundary Lot
agrees to keep the Boundary Fence adjoining the respective Owner’s Lot in good order and
repair and is primarily responsible for the repair or maintenance of the Boundary Fence adjoining
the Owner’s Lot.

ARTICLE III.
HOMEOWNERS' ASSOCIATION

1. The Association. Declarant has caused the incorporation of CINNAMON CREEK
HOME- OWNERS' ASSOCIATION, a Nebraska not for profit corporation (hereinafter referred
to as the Association"). The Association has as its purpose the promotion of the health, safety,
recreation, welfare and enjoyment of the residents of the Lots, including:

A. The acquisition, construction, landscaping, improvement, equipment,
maintenance, operation, repair, upkeep and replacement of Common Facilities for the
general use, benefit and enjoyment of the Members. Common Facilities may include
recreational facilities such as swimming pools, tennis courts, health facilities,
playgrounds and parks; dedicated and nondedicated roads, paths, ways and green areas;
signs and entrances for Cinnamon Creek; and the median and the landscaping within the
median located in 176th Avenue and Y Street. Common Facilities may be situated on
property owned or leased by the Association, on public property, on private property
subject to an easement in favor of the Association, or on property dedicated to a Sanitary
Improvement District.

B. The promulgation, enactment, amendment and enforcement of rules and

regulations relating to the use and enjoyment of any Common Facilities, provided always
that such rules are uniformly applicable to all Members. The rules and regulations may
permit or restrict use of the Common Facilities by Members, their families, their guests,
and/or by other persons, who may be required to pay a fee or other charge in connection
with the use or enjoyment of the Common Facility.
C. The exercise, promotion, enhancement and protection of the privileges and
interests of the residents of Cinnamon Creek; and the protection and maintenance of the
residential character of Cinnamon Creek.

2. Membership and Voting. Cinnamon Creek and Cinnamon Creek 2nd Addition is
divided into (deleted 208) 571 separate residential lots (referred to as the "Lots"). The "Owner" of each Lot shall be a Member of this Association. For purposes of this Declaration, the term "Owner" of a Lot means and refers to the record owner, whether one or more persons or entities, of fee
simple title to a Lot, but excluding however those parties having any interest in any of such Lot
merely as security for the performance of an obligation (such as a contract seller, the trustee or
beneficiary of a deed of trust, or a mortgagee). The purchaser of a Lot under a land contract or
similar instrument shall be considered to be the "Owner" of the Lot for purposes of this
Declaration. Membership shall be appurtenant to ownership of each Lot, and may not be
separated from ownership of each Lot. Pursuant to the Declaration of Covenants of Cinnamon
Creek dated September 8, 1994 and recorded at Book 1136, Page 449 of the Miscellaneous
Records of Douglas County, Nebraska, and the Declaration of Covenants of Cinnamon Creek 2 nd
Addition dated October 9, 1996 and recorded at Book 1190, Page 631 of the Miscellaneous
Records of Douglas County, Nebraska, and the Declaration of Covenants of Cinnamon Creek 2 nd
Addition dated September 30, 1998 and recorded at Book 1265, Page 172 of the Miscellaneous
Records of Douglas County, Nebraska, Declarant reserved the right to expand the Association to
include additional lots and this Declaration is considered a Subsequent Phase Declaration as set
forth herein. The owners of the Additional Lots shall be members of the Association with all
rights, privileges and obligations accorded or accruing to Members of the Association. With the
Additional Lots, there shall be 569 Lots and Outlots l and 2 which shall be subject to the powers
and duties of the Association.

The Owner of each Lot, whether one or more persons and entities, shall be entitled to one (1) vote on each matter properly coming before the Members of the Association.

3. Purposes and Responsibilities. The Association shall have the powers conferredmupon not for profit corporations by the Nebraska Nonprofit Corporation Act, and all powers and duties necessary and appropriate to accomplish the Purposes and administer the affairs of the Association. The powers and duties to be exercised by the Board of Directors, and upon authorization of the Board of Directors by the Officers, shall include but shall not be limited to the following:

A. The acquisition, development, maintenance, repair, replacement, operation
and administration of (deleted Conmon) Common Facilities, and the enforcement of the rules and
regulations relating to the (deleted Cormnon) Common Facilities.

B. The landscaping, mowing, watering, repair and replacement of parks and
other public property and improvements on parks or public property within or near
Cinnamon Creek.

C. The fixing, levying, collecting, abatement, and enforcement of all charges,
dues, or assessments made pursuant lo the terms of this Declaration.

D. The expenditure, commitment and payment of Association funds to
accomplish the purposes of the Association including, but not limited to, payment for
purchase of insurance covering any Common Facility against property damage and
casualty, and purchase of liability insurance coverages for the Association, the Board of
Directors of the Association and the Members.

E. The exercise of all of the powers and privileges, and the performance of
all of the duties and obligations of the Association as set forth in this Declaration, as the
same may be amended from time to time.

F. The acquisition by purchase or otherwise, holding, or disposition of any
right, title or interest in real or personal property, wherever located, in connection with
the affairs of the Association.

G. The deposit, investment and reinvestment of Association funds in bank
accounts, securities, money market funds or accounts, mutual funds, pooled funds,
certificates of deposit or the like.

H. The employment of professionals and consultants to advise and assist the
Officers and Board of Directors of the Association in the performance of their duties and
responsibilities for the Association.

I. General administration and management of the Association, and execution of such documents and doing and performance of such acts as may be necessary or appropriate to accomplish such administration or management.

J. The doing and performing of such acts, and the execution of such
instruments and documents, as may be necessary or appropriate to accomplish the
purposes of the Association.

4. Mandatory Duties of Association. The Association shall maintain and repair the
fence, signs and landscaping which have been installed in easement areas of the Cinnamon Creek
and Cinnamon Creek 2nd Addition subdivision and center islands dividing dedicated roads, in
generally good and neat condition.

5. Imposition of Dues and Assessments. The Association may fix, levy and charge
the Owner of each Lot with dues and assessments (herein referred to respectively as "dues and
assessments") under the following provisions of this Declaration. Except as otherwise
specifically provided, the dues and assessments shall be fixed by the Board of Directors of the
Association and shall be payable at the times and in the manner prescribed by the Board.

6. Abatement of Dues and Assessments. Notwithstanding any other provision of this
Declaration, the Board of Directors may abate all or part of the dues or assessments due in
respect of any Lot, and shall abate all dues and assessments due in respect of any Lot during the
period such Lot is owned by the Declarant.

7. Liens and Personal Obligations for Dues and Assessments. The assessments and
dues, together with interest thereon, costs and reasonable attorneys' fees, shall be the personal
obligation of the Owner of each Lot at the time when the dues or assessments first become due
and payable. The dues and assessments, together with interest thereon, costs and reasonable
attorneys' fees, shall also be a charge and continuing lien upon the Lot in respect of which the
dues and assessments are charged. The personal obligation for delinquent assessments shall not
pass to the successor in title to the Owner at the time the dues and assessments become
delinquent unless such dues and assessments are expressly assumed by the successors, but all
successors shall take title subject to the lien for such dues and assessments, and shall be bound to
inquire of the Association as to the amount of any unpaid assessments or dues.

8. Purpose of Dues. The dues collected by the Association may be committed and
expended to accomplish the purposes of the Association described in Section 1 of this Article,
and to perform the Powers and Responsibilities of the Association described in Sections 3 and 4
of this Article.

9. Maximum Annual Dues. Unless excess dues have been authorized by the Members in accordance with Section 11, below, the aggregate dues which may become due and payable in any year shall not exceed the greater of:

A. One Hundred Twenty-Five and no/100 Dollars ($125.00) per Lot; or

B. (deleted - In each calendar year beginning on January 1, 1996, 1996) One hundred
twenty-five percent (125%) of the aggregate dues charged in the previous calendar year.

10. Assessments for Extraordinary Costs. In addition to the dues, the Board of
Directors may levy an assessment or assessments for the purpose of defraying, in whole or in
part, the costs of any acquisition, construction, reconstruction, repair, painting, maintenance,
improvement, or replacement of any Common Facility, including fixtures and personal property
related thereto, and related facilities. The aggregate assessments in each calendar year shall be
limited in amount to Two Hundred and no/100 Dollars ($200.00) per Lot.

11. Excess Dues and Assessments. With the approval of seventy-five percent of the
Members of the Association, the Board of Directors may establish dues and/or assessments in
excess of the maximums established in this Declaration.

12. Uniform Rate of Assessment. Assessments and dues shall be fixed at a uniform
rate as to all Lots, but dues may be abated as to individual Lots, as provided in Section 65,
above.

13. Certificate as to Dues and Assessments. The Association shall, upon written
request and for a reasonable charge, furnish a certificate signed by an officer of the Association
setting forth whether the dues and assessments on a specified Lot have been paid to the date of
request, the amount of any delinquent sums, and the due date and amount of the next succeeding
dues, assessment or installment thereof. The dues and assessment shall be and become a lien as
of the date such amounts first become due and payable.

14. Effect of Nonpayment of Assessments-Remedies of the Association. Any
installment of dues or assessment which is not paid when due shall be delinquent. Delinquent
dues or assessment shall bear interest from the due date at the rate of sixteen percent (16%) per
annum, compounded annually. The Association may bring an action at law against the Owner
personally obligated to pay the same, or foreclose the lien against the Lot or Lots, and pursue any
other legal or equitable remedy. The Association shall be entitled to recover as a part of the
action and shall be indemnified against the interest, costs and reasonable attorneys' fees incurred
by the Association with respect to such action. No Owner may waive or otherwise escape liability for the charge and lien provided for herein by nonuse of the Common Area or abandonment of his Lot. The mortgagee of any Lot shall have the right to cure any delinquency of an Owner by payment of all sums due, together with interest, costs and fees. The Association shall assign to such mortgagee all of its rights with respect to such lien and right of foreclosure and such mortgagee may thereupon be subrogated to any rights of the Association.

15. Subordination of the Lien to Mortgagee. The lien of dues and assessments
provided for herein shall be subordinate to the lien of any mortgage, contract or deed of trust
given as collateral for a home improvement or purchase money loan. Sale or transfer of any Lot
shall not affect or terminate the dues and assessment lien.

16. Additional Lots. Declarant reserves the right, without consent or approval of any
Owner or Member, to expand the Association to include additional residential lots in any
subdivision which is contiguous to any of the Lots. Such expansion(s) may be affected from time
to time by the Declarant or Declarant's assignee by recordation with the Register of Deeds of
Douglas County, Nebraska, of a Declaration of Covenants,. Conditions, Restrictions and
Easements, executed and acknowledged by Declarant or Declarant's assignee, setting forth the
identity of the additional residential lots (hereinafter the "Subsequent Phase Declaration").
Upon the recording of any Subsequent Phase Declaration which expands the residential
lots included in the Association, the additional lots identified in the Subsequent Phase
Declaration shall be considered to be and shall be included in the "Lots" for purposes of this
Article II, and the Owners of the additional residential lots shall be Members of the Association
with all rights, privileges and obligations accorded or accruing to Members of the Association.

ARTICLE IV.
EASEMENTS

1. A perpetual license and easement is hereby reserved in favor of and granted to
Omaha Public Power District, Northwestern Bell Telephone Company, and any company which
has been granted a franchise to provide a cable television system within the Lots, Metropolitan
Utilities Company, and Sanitary and Improvement District No. 364 of Douglas County,
Nebraska, their successors and assigns, to erect and operate, maintain, repair and renew buried or
underground sewers, water and gas mains and cables, lines or conduits and other electric and
telephone utility facilities for the carrying and transmission of electric current for light, heat and
power and for all telephone and telegraph and message service and for the transmission of
signals and sounds of all kinds including signals provided by a cable television system and the
reception on, over, through, under and across a five (5) foot wide strip of land abutting the front
and the side boundary lines of the Lots; an eight (8) foot wide strip of land abutting the rear boundary lines of all interior Lots and all exterior lots that are adjacent to presently platted and recorded Lots; and a sixteen (16) foot wide strip of land abutting the rear boundary lines of all exterior Lots that are not adjacent to presently platted and recorded Lots. The term exterior Lots is herein defined as those Lots forming the outer perimeter of the Lots. The sixteen (16) foot wide easement will be reduced to an eight (8) foot wide strip when such adjacent land is surveyed, platted and recorded.

2. A perpetual easement is further reserved for the Metropolitan Utilities District of
Omaha, their successors and assigns to erect, install, operate, maintain, repair and renew
pipelines, hydrants and other related facilities, and to extend thereon pipes, hydrants and other
related facilities and to extend therein pipes for the trans­ mission of gas and water on, through,
under and across a five (5) foot wide strip of land abutting all cul-de-sac streets; this license
being granted for the use and benefit of all present and future owners of these Lots; provided,
however, that such licenses and easements are granted upon the specific conditions that if any of
such utility companies fail to construct such facilities along any of such Lot lines within thirty-
six (36) months of date hereof, or if any such facilities are constructed but are thereafter removed
without replacement within sixty (60) days after their removal, then such easement shall
automatically terminate and become void as to such unused or abandoned easementways. No
permanent buildings, trees, retaining walls or loose rock walls shall be placed in the
easementways but same may be used for gardens, shrubs, landscaping and other purposes that do
not then or later interfere with the aforementioned uses or rights granted herein.

A perpetual easement is further reserved in favor of the Declarant and the Association, its
successors and assigns to create, install, repair, reconstruct, paint, maintain, and renew a fence,
standards and related accessories located on, over and upon the rear most ten (10) foot wide strip
of land abutting the rear boundary lines of Lot 2 through 10, inclusive. Easements relating to the
monument and landscape areas located within Lot 2 and Lots 38, 53, 54, 71, 72, 94, 95, 121, 144
through 151 and 193, Cinnamon Creek, are provided for in the final plat of Cinnamon Creek. A
perpetual easement is further reserved in favor of the Declarant and the Association, its
successors and assigns to create, install, repair, reconstruct, paint, maintain, and renew a fence,
standards and related accessories located on, over and upon the rear most ten (10) foot wide strip
of land abutting the boundary line of Lots 7, 8, 9, 18, 19, 20, 29, 30, 31 and 65 through 77,
inclusive, Cinnamon Creek 2nd Addition. Easements relating to the monument and landscape
areas located within Lots 31 and 32, Cinnamon Creek 2nd Addition, are provided for in the final
plat of Cinnamon Creek 2nd Addition.

(deleted following paragraph) 3. In the event that ninety percent (90 %) of all Lots within the subdivision are not improved within five (5) years after the date on which Northwestern Bell Telephone Company files notice that it has completed installation of telephone lines to the Lots in the subdivision (herein the "Subdivision Improvement Date"), then Northwestern Bell Telephone Company may impose a connection charge on each unimproved Lot in the amount of Four Hundred Fifty and no/100 Dollars ($450.00). A Lot shall be considered as unimproved if construction of a permanent structure has not commenced on a Lot. Construction shall be considered as having commenced if a footing inspection has been requested on the Lot in question by officials of the City or other appropriate governmental authority.

(deleted following paragraph) 4. Should such charge be implemented by Northwestern Bell Telephone Company and remain unpaid, then such charge may draw interest at the rate of twelve percent (12 %) per annum commencing after the expiration of sixty (60) days from the time all of the following events shall have occurred: (1) the Subdivision Improvement Date, and (2) Northwestern Bell Telephone Company sends each owner of record a written statement or billing for Four Hundred Fifty and no/100 Dollars ($450.00) for each unimproved Lot.

Other easements are provided for in the final plat of Cinnamon Creek which is filed in the
Register of Deeds of Douglas County, Nebraska (Book 1987, Page 355), and final plat of
Cinnamon Creek 2nd Addition which is filed in the Register of Deeds of Douglas County,
Nebraska (Book 2044, Page 626; Book 2093, Page 284; Book 1265, Page 172)..

(deleted following paragraph) In the event that ninety percent (90 %) of all Lots within the subdivision are not improved within five (5) years after the date on which Northwestern
Bell Telephone Company files notice that it has completed installation of
telephone lines to the Lots in the subdivision (herein the "Subdivision
Improvement Date"), then Northwestern Bell Telephone Company may
impose a connection charge on each unimproved Lot in the amount of Four
Hundred Fifty and no/100 Dollars ($450.00). A Lot shall be considered as
unimproved if construction of a permanent structure has not commenced on
a Lot. Construction shall be considered as having commenced if a footing
inspection has been requested on the Lot in question by officials of the City or other appropriate governmental authority.

(deleted following paragraph) Should such charge be implemented by Northwestern Bell Telephone Company and remain unpaid, then such charge may draw interest at the rate of twelve percent (12 %) per annum commencing after the expiration of sixty (60) days from the time all of the following
events shall have occurred: (1) the Subdivision Improvement Date, and (2) Northwestern Bell
Telephone Company sends each owner of record a written statement or billing for Four Hundred
Fifty and no/100 Dollars ($450.00) for each unimproved Lot

ARTICLE V.
GENERAL PROVISIONS

1. Except for the authority and powers specifically granted to the Declarant, the Declarant or any owner of a Lot named herein shall have the right to enforce by a proceeding at law or in equity, all reservations, restrictions, conditions and covenants now or hereinafter imposed by the provisions of this Declaration either to prevent or restrain any violation or to recover damages or other dues of such violation. Failure by the Declarant or by any owner to enforce any covenant or restriction herein contained shall in no event be deemed a waiver of the right to do so thereafter.

2. The covenants and restrictions of this Declaration shall run with and bind the land
in perpetuity. This Declaration (the following is deleted - may be amended by Cinnamon Creek Land Corp., a Nebraska corporation, or any person, firm, corporation, partnership, or entity designated in writing by Cinnamon Creek Land CorpHorgan Development Company, a Nebraska corporation, in any manner which it may determine in its full and absolute discretion for a period of five (5) years from the date hereof. Thereafter this Declaration) may be amended by an instrument signed by the owners of not less than seventy-five percent (75%) of the Lots covered by this Declaration.

3. Cinnamon Creek Land Corp., a Nebraska corporation (the following is deleted -,or its successor or assign, may terminate has) terminated its status as Declarant under this Declaration in an instrument recorded with the Douglas County Assessor/Register of Deeds office at Instrument No.
2002032679, (the following is deleted - at any time, by filing a Notice of Termination of Status as Declarant.) The (deleted - Upon such filing, ) Association has been (deleted - may) appointed itself (deleted - or another entity, association or individual) to serve as Declarant, and (deleted - such appointee shall thereafter) serves as Declarant with the same authority and powers as the original Declarant.

4. Invalidation of any covenant by judgment or court order shall in no way affect
any of the other provisions hereof, which shall remain in full force and effect.
IN WITNESS WHEREOF, the Declarant has caused these presents to be executed this
____ day of _____, 2024