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201002922 30. GOVERNING LAW; SEVERABILITY. IN ALL RESPECTS, INCLUDING, WITHOUT LIMITATION, MATTERS OF CONSTRUCTION AND PERFORMANCE OF THIS INSTRUMENT AND THE OBLIGATIONS ARISING HEREUNDER, THIS INSTRUMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEBRASKA APPLICABLE TO CONTRACTS MADE AND PERFORMED IN THE STATE OF NEBRASKA. 31. APPOINTMENT OF MONITOR. If in the opinion of Master Collateral Agent, acting reasonably, a material adverse change has occurred in the financial condition of Subsidiary, or if Master Collateral Agent in good faith believes that the ability of Subsidiary to pay any of its obligations to Master Collateral Agent or to perform any other covenant contained herein has became impaired or if an Event of Default has occurred, for purposes of evaluating the financial condition of Subsidiary and its business operations, Master Collateral Agent may by written notice to Subsidiary, appoint a monitor (the "Monitor") to investigate any ar a particular aspect of the business and affairs of Subsidiary for the purpose of reporting to Master Collateral Agent. Subsidiary shall give the Monitor its full cooperation, including full access to facilities, assets and records of Subsidiary and to its creditors, customers, contractors, officers, directors, employees, auditors and agents. The Monitor shall not exercise any decision making or other management responsibilities in connection with the affairs of Subsidiary. The Monitor shall have no responsibility for the affairs of Subsidiary nor shall it participate in the management of Subsidiary's affairs. The Monitor shall act solely on behalf of Master Collateral Agent and shall have no contractual relationship with Subsidiary as a consultant ar otherwise. The appointment of a Monitor shall not be regarded as an act of enforcement of this Instrument or the Guaranty. All reasonable fees and expenses of the Monitor shall be paid by Subsidiary upon submission to it of a written notice therefor. 23 (Grand Island, Hall County, Nebraska) 10476803.5 14451-2246