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201002922 taking or the repairs to or replacement of the Property, (A) none of the tenants of the Property will terminate their lease agreements and (B) the Ground Lease will not be terminated, then the proceeds of such award, together with additional sums provided by Subsidiary and/or Arctic Group, shall be placed in a separate account for the benefit of Master Collateral Agent and Subsidiary to be used to restore, repair, replace and rebuild the Property as nearly as possible to its value, condition and character immediately prior to such taking. All work to be performed in connection therewith shall be pursuant to a written contract therefor, which contract shall be subject to the prior approval of Master Collateral Agent. To the extent that any funds remain after the Property has been so restored and repaired, the same shall be applied against the Indebtedness in such order as Master Collateral Agent may elect. To enforce its rights hereunder, Master Collateral Agent shall be entitled to participate in and control any condemnation proceedings and to be represented therein by counsel of its own choice, and Subsidiary will deliver, or cause to be delivered to Master Collateral Agent such instruments as may be requested by it from time to time to permit such participation. In the event Master Collateral Agent, as a result of any such judgment, decree or award, believes that the payment or performance of any of the Indebtedness is impaired, Master Collateral Agent may declare all of the Indebtedness immediately due and payable. 9. SUBSIDIARY AND LIEN NOT RELEASED. From time to time, Master Collateral Agent or any of the Benefited Creditors described in the Benefited Creditor Documents referenced on page 1 of this Instrument may, at their option, without giving notice to or obtaining the consent of Subsidiary, Subsidiary's successors or assigns or of any junior lienholder or guarantors, without liability on Master Collateral Agent's or any of the Benefited Creditors' part and notwithstanding Subsidiary's breach of any covenant or agreement of Subsidiary in this Instrument, extend the time for payment of the Indebtedness or any part thereof, reduce the payments thereon, release anyone liable on any of the Indebtedness, accept an extension or modification or renewal debenture(s) or note(s) therefor, modify the terms and time of payment of the Indebtedness, release from the lien of this Instrument any part of the Property, take or release other or additional security, reconvey any part of the Property, consent to any map nr plan of the Property, consent to the granting of any easement, join in any extension nr subordination agreement, and agree in writing with Subsidiary to modify the rate of interest or period of amortization of any of the Indebtedness or decrease the amount of the monthly installments payable thereunder. Any actions taken by Master Collateral Agent or any of the Benefited Creditors pursuant to the terms of this Section 9 shall not affect the obligation of Subsidiary or Subsidiary's successors ar assigns to pay the sums secured by this Instrument and to observe the covenants of Subsidiary contained herein, shall not affect the guaranty of any person, corporation, partnership nr other entity for payment of the Indebtedness, and shall not affect the lien ar priority of the lien hereof on the Property. Subsidiary shall pay Master Collateral Agent, or the Benefited Creditors incurring same, a service charge, together with such title insurance premiums and attorneys' fees as may be incurred at Master Collateral Agent's or any of the Benefited Creditors' option, for any such action if taken at Subsidiary's request. 10. FORBEARANCE BY MASTER COLLATERAL AGENT NOT A WAIVER. Any forbearance by Master Collateral Agent in exercising any right or remedy hereunder, or otherwise afforded by applicable law, shall not be a waiver of nr preclude the exercise of any other right or remedy. The acceptance by Master Collateral Agent of payment of any sum 9 (Grand Csland, Hall County, Nebraska) 10476803.5 14451-2246