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201002922 Upon Subsidiary's breach of any covenant or agreement of Subsidiary in this Instrument, Master Collateral Agent may apply, in any amount and in any order as Master Collateral Agent shall determine in Master Collateral Agent's sole discretion, any Funds held by Master Collateral Agent at the time of application (i) to pay Impositions which are naw or will hereafter become due, or (ii) as a credit against sums secured by this Instrument. Upon payment in full of all sums secured by this Instrument, Master Collateral Agent shall refund to Subsidiary any Funds held by Master Collateral Agent. 2. APPLICATION OF PAYMENTS. Unless applicable law provides otherwise, each payment received by Master Collateral Agent from Subsidiary under this Instrument shall be applied by Master Collateral Agent first in payment of amounts payable to Master Collateral Agent by Subsidiary under Section 1 hereof, then to interest payable on the Indebtedness, then to principal of the Indebtedness, and then to interest and principal on any Future Advances in such order as Master Collateral Agent, at Master Collateral Agent's sole discretion, shall determine. Upan Subsidiary's breach of any covenant or agreement of Subsidiary in this Instrument, Master Collateral Agent may apply, in any amount and in any order as Master Collateral Agent shall determine in Master Collateral Agent's sole discretion, any payments received by Master Collateral Agent under the Benefited Creditor Documents or this Instrument. Any partial payment received by Master Collateral Agent shall, at Master Collateral Agent's option, be held in anon-interest bearing account until Master Collateral Agent receives funds sufficient to equal a complete payment. 3. CHARGES, _L_IENS. Subsidiary shall pay all Impositions attributable to the Property in the manner provided under Section 1 hereof or, if not paid in such manner, by Subsidiary making payment, when due, directly to the payee thereof, or in such other manner as Master Collateral Agent may designate in writing. If requested by Master Collateral Agent, Subsidiary shall promptly furnish to Master Collateral Agent all notices of Impositions which become due, and in the event Subsidiary shall make payment directly, Subsidiary shall promptly furnish to Master Collateral Agent receipts evidencing such payments. Subsidiary shall promptly discharge any lien which has, or may have, priority over or equality with, the lien of this Instrument, and Subsidiary shall pay, when due, the claims of all persons supplying labor or materials to or in connection with the Property. Without Master Collateral Agent's prior written permission, Subsidiary shall not allow any lien inferior to this Instrument to be perfected against the Property. If any lien inferior to this Instrument is filed against the Property without Master Collateral Agent's prior written permission and without the consent of Subsidiary, Subsidiary shall, within thirty (30) days after receiving notice of the filing of such lien, cause such lien to be released of record and to deliver evidence of such release to Master Collateral Agent. 4. INSURANCE. Subsidiary hereby covenants and agrees to keep insured the Property with reputable insurers approved by Master Collateral Agent in such amounts against loss or damage by fire and other causes or perils as Master Collateral Agent may reasonably require and shall pay all premiums necessary for such purposes as the same shall become due. All policies of insurance issued in respect of the Property and all proceeds thereof are hereby assigned to Master Collateral Agent as security for Subsidiary's obligations hereunder. Each policy of insurance shall show Master Collateral Agent as loss payee, as its interest may appear, shall contain such mortgagee clauses as Master Collateral Agent may require, shall be on terms 6 (Grand Island, Hall County, Nebraska) 10476803.5 14451-2246