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201002922 32. NO MERGER OR NOVATION. The taking of any judgment or the exercise of any power of seizure or sale shall not operate to extinguish the liability of Subsidiary to perform its obligations hereunder or to pay the moneys hereby secured, shall not operate as a merger of any covenant herein contained or affect the right of Master Collateral Agent to interest at the interest rate or rates in effect from time to time and set forth in the Benefited Creditor Documents, and the acceptance of any payment or other security shall not constitute or create any novation. The execution and delivery of this Instrument and the Guaranty or of any instruments or documents supplemental hereto shall not operate as a merger of any representation, warranty, term, condition or other provision contained in any guarantee, other obligation or evidence of indebtedness of Subsidiary to Master Collateral Agent. 33. SECURITY IN ADDITION. The security hereby constituted is in addition to any other security now or hereafter held by Master Collateral Agent. The taking of any action or proceedings or refraining from so doing, or any other dealings with any other security for the moneys secured hereby, shall not release ar affect the charges or liens created hereby. 34. TIME OF ESSENCE. Time is of the essence of this Instrument. 35. CHANGES IN WRITING. This Instrument and any of its terms may only be changed, waived, discharged or terminated by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge ar termination is sought. Any agreement subsequently made by Subsidiary or Master Collateral Agent relating to this Instrument shall be superior to the rights of the holder of any intervening lien or encumbrance. 36. NO OFFSET. Subsidiary's obligation to make payments and perform all obligations, covenants and warranties under this Instrument and under the Benefited Creditor Documents shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation any setoff, counterclaim, abatement, suspension, recoupment, deduction, defense or other right that Subsidiary or any guarantor may have or claim against Master Collateral Agent or any entity participating in making the loan secured hereby. The foregoing provisions of this section, however, do not constitute a waiver of any claim ar demand which Subsidiary or any guarantor may have in damages or otherwise against Master Collateral Agent or any other person, or preclude Subsidiary from maintaining a separate action thereon; provided, however, that Subsidiary waives any right it may have at law or in equity to consolidate such separate action with any action or proceeding brought by Master Collateral Agent. 37. AGREEMENT REGARDING PERMITTED ENCUMBRANCES. Notwithstanding anything contrary herein, all liens, encumbrances and security interests created by statute for taxes, assessments, governmental charges or levies not at the time due and all liens, encumbrances and security interests arising by operation of law for taxes, assessments, governmental charges or levies not at the time due (collectively "Statutory Liens") or any statutory lien or encumbrance the validity of which is being contested by Subsidiary in good faith in respect of which either there shall have been deposited with Master Collateral Agent cash in an amount sufficient to satisfy the same or Master Collateral Agent, acting reasonably, shall 24 (Grand Island, Hall County, Nebraska) 10476803.5 14451-2246