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<br />DEED OF TRUST
<br />WITH ASSIGNMENT OF RENTS AND SECURITY AGREEMENT c- ......
<br />(Construction Security Agreement)
<br />Loan No. 0800039892 -01
<br />THIS DEED OF TRUST WITH ASSIGNMENT OF RENTS AND SECURITY
<br />AGREEMENT ( "Deed of Trust "), is made as of May 5, 2005, between and among WCI, LLC, a
<br />Nebraska limited liability company, ( "Trustor "), whose mailing address is 13747 "F" Street, Omaha, NE
<br />68137, in favor of First National Bank of Omaha, as Trustee ( "Trustee "), whose mailing address is 1620
<br />Dodge Street, Omaha, NE 68197 and First National Bank of Omaha, a corporation organized and
<br />existing under the laws of the United States of America ( "Beneficiary "), whose mailing address is 1620
<br />Dodge Street, Omaha, NE 68197,
<br />THIS IS A CONSTRUCTION SECURITY AGREEMENT AND SECURES AN OBLIGATION
<br />WHICH THE TRUSTOR INCURRED FOR PURPOSES OF MAKING AN IMPROVEMENT OF
<br />THE REAL ESTATE IN WHICH A SECURITY INTEREST IS GIVEN AND IS A
<br />CONSTRUCTION SECURITY INTEREST.
<br />GRANT IN TRUST
<br />Trustor irrevocably grants, conveys, transfers and assigns to Trustee, in trust, WITH POWER OF
<br />SALE and right of entry and possession, all of Trustor's right, title and interest in and to that certain real
<br />property (the "Subject Property "), described in Exhibit "A" attached hereto and incorporated herein by
<br />reference, together with all easements and other rights now or hereafter located thereon or appurtenant
<br />thereto, all buildings situated on the Subject Property together with all appurtenances and all other
<br />existing or subsequently erected improvements in, under or upon such Subject Property, all water rights,
<br />all fixtures, all additions and accretions thereto and any greater estate in the Subject Property or any part
<br />thereof now owned or hereafter acquired by Trustor. Trustor makes the foregoing grant to Trustee to
<br />hold the Subject Property in trust for the benefit of Beneficiary, and for the purpose and upon the terms
<br />and conditions hereinafter set forth.
<br />ASSIGNMENT OF RENTS
<br />Trustor absolutely and irrevocably assigns to Beneficiary the rents, revenues, issues, deposits and
<br />profits of the Subject Property, together with the immediate and continuing right to collect and receive
<br />the same, for the purposes and upon the terms and conditions hereinafter set forth. The foregoing
<br />assignment shall not impose upon Beneficiary any duty to produce rents from the Subject Property, and
<br />said assignment shall not cause Beneficiary to be a "mortgagee in possession" for any purpose.
<br />Notwithstanding any law to the contrary, if there is an Event of Default, and if there is any law
<br />requiring Beneficiary to take actual possession of the Subject Property (or some action equivalent
<br />thereto, such as securing the appointment of a receiver) in order for the Beneficiary to "perfect" or
<br />"activate" its rights and remedies as set forth in herein, then Trustor waives the benefits of such law and
<br />agrees that such law shall be satisfied solely by: (1) Beneficiary sending Trustor written notice that
<br />Beneficiary intends to enforce, and is enforcing, its rights in and to the Subject Property and the rents,
<br />revenues, profits, and other items assigned herein, and (2) Beneficiary sending written notice to any or all
<br />tenants on the Subject Property that said tenants should commence making payments under the Leases
<br />directly to Beneficiary or its designee.
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