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200504314 and the Loan Documents immediately due and payable and exercise any other remedy available at law or in equity. It is further understood that this Assignment shall not operate to place responsibility for the control, care, management or repair of the Property upon Lender, nor for the carrying out of any of the terms and conditions of the Leases; nor shall it operate to make Lender responsible or liable for any waste committed on the Property by the lessees or any other parties, or for any dangerous or defective condition of the Property, or for any negligence in the management, upkeep, repair or control of the Property resulting in loss or injury or death of any lessee, licensee, employee, invitee or other person. 8. FORECLOSURE. Upon issuance of a deed or deeds pursuant to any judicial foreclosure or nonjudicial foreclosure of the Deed of Trust, all right, title and interest of Borrower in and to the Leases shall, by virtue of this Assignment, vest in and become the absolute property of the grantee or grantees of such deed or deeds without any further act or assignment by Borrower. Borrower hereby irrevocably appoints Lender, and its successors and assigns, as its attorney in fact, to execute all instruments of assignment or further assurance in favor of such grantee or grantees of such deed or deeds, as may be necessary or desirable for such purpose. Nothing contained in this Assignment shall prevent Lender from terminating any subordinate Lease through such foreclosure, subject to any written agreement now or hereafter made by Lender in Lender's discretion to recognize the rights of any lessee if such lessee is not in default under its Lease. 9. LOAN DOCUMENTS. This Assignment is supplementary to, and not in substitution or derogation of, any of the provisions of the other Loan Documents. To the extent that this Assignment is inconsistent with the provisions of the other Loan Documents, such other Loan Documents shall control; and in particular, to the extent that this Assignment is inconsistent with the terms of the Deed of Trust, the Deed of Trust shall control. Lender may enforce any of the provisions of this Assignment prior to, simultaneously with, or subsequent to any of the rights or remedies under the other Loan Documents. 10. NOTICES. All notices, demands, requests or other communications (notices) required under this Assignment shall be in writing and shall be deemed given when personally delivered or mailed by first class U.S. mail, postage prepaid, addressed as follows: To the Lender: First National Bank of Omaha Attn: Allen C. Hansen, Vice President 1620 Dodge Street Omaha, NE 68197 To the Borrower: WCI, LLC Attn: William C. Peel 13747 "F" Street Omaha, NE 68137 Either party may, in substitution of the foregoing, designate a different address or addresses within the continental United States for the purposes of this section by written notice delivered to the other party in the manner prescribed above at least ten (10) days in advance of the date on which such change of address is to be effective. In the event any applicable statute shall provide a mandatory method for the delivery of notice then the statutory method shall be followed. 11. ATTORNEYS' FEES. If any legal action or proceeding is brought by either Borrower or Lender in order to enforce or construe a provision of this Assignment, the unsuccessful party in such action or proceeding, whether such action or proceeding is settled or prosecuted to final judgment, shall pay all of the attorneys' fees and costs incurred by the prevailing party. If Borrower shall become subject to any case or proceeding under the Bankruptcy Reform Act, as amended or recodified from time to time, Borrower shall pay to Lender on demand all attorneys' fees, costs and expenses which Lender may incur in order to obtain relief from any provision of the Act which delays or otherwise impairs Lender's exercise of any right or remedy under this Assignment or any of the Loan Documents, or in order to obtain adequate protection for any of Lender's rights or collateral. 11