THE OCCURRENCE OF AND DURING THE CONTINUANCE OF AN EVENT OF
DEFAULT, LENDER (I) SHALL HAVE ALL RIGHTS AND REMEDIES OF A SECURED PARTY UNDER
THE UCC AND OTHER APPLICABLE LAW AND ALL THE RIGHTS AND REMEDIES SET FORTH IN
THIS AGREEMENT, AND BORROWER WAIVES NOTICE OF INTENT TO ACCELERATE, AND OF
ACCELERATION OF, THE OBLIGATIONS; (II) LENDER MAY ENTER ANY PREMISES OF
BORROWER, WITH OR WITHOUT PROCESS OF LAW, WITHOUT FORCE, TO SEARCH FOR, TAKE
POSSESSION OF, AND REMOVE THE COLLATERAL, OR ANY PART THEREOF; (III) IF LENDER
REQUESTS, BORROWER SHALL CEASE DISPOSITION OF AND SHALL ASSEMBLE THE COLLATERAL
AND MAKE IT AVAILABLE TO LENDER, AT BORROWER'S EXPENSE, AT A CONVENIENT PLACE OR
PLACES DESIGNATED BY LENDER; (IV) LENDER MAY TAKE POSSESSION OF THE COLLATERAL
OR ANY PART
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THEREOF ON BORROWER'S PREMISES AND CAUSE IT TO REMAIN THERE AT BORROWER'S
EXPENSE, PENDING SALE OR OTHER DISPOSITION. ANY NOTICE OF A DISPOSITION SHALL BE
DEEMED REASONABLY AND PROPERLY GIVEN IF GIVEN TO BORROWER AT LEAST TEN (10) DAYS
BEFORE SUCH DISPOSITION. IF BORROWER FAILS TO PERFORM ANY OF ITS OBLIGATIONS
UNDER THIS AGREEMENT, LENDER MAY PERFORM THE SAME IN ANY FORM OR MANNER LENDER
IN ITS DISCRETION DEEMS NECESSARY OR DESIRABLE, AND ALL MONIES PAID BY LENDER IN
CONNECTION THEREWITH SHALL BE ADDITIONAL OBLIGATIONS AND SHALL BE IMMEDIATELY
DUE AND PAYABLE WITHOUT NOTICE TOGETHER WITH INTEREST PAYABLE ON DEMAND AT THE
RATE SET FORTH IN SECTION 2.04(C). ALL OF LENDER'S RIGHTS AND REMEDIES SHALL BE
CUMULATIVE.
SECTION VIII
MISCELLANEOUS
8.01
NOTICES.
EXCEPT AS OTHERWISE PROVIDED HEREIN, ALL NOTICES, REQUESTS,
DEMANDS, CONSENTS, INSTRUCTIONS OR OTHER COMMUNICATIONS TO OR UPON LENDER OR
BORROWER UNDER THIS AGREEMENT OR THE OTHER CREDIT DOCUMENTS SHALL BE IN WRITING
AND FAXED, MAILED OR DELIVERED TO EACH PARTY AT ITS FACSIMILE NUMBER OR ADDRESS
SET FORTH BELOW (OR TO SUCH OTHER FACSIMILE NUMBER OR ADDRESS FOR ANY PARTY AS
INDICATED IN ANY NOTICE GIVEN BY THAT PARTY TO THE OTHER PARTY). ALL SUCH
NOTICES AND COMMUNICATIONS SHALL BE EFFECTIVE (A) WHEN SENT BY AN OVERNIGHT
SERVICE OF RECOGNIZED STANDING, ON THE BUSINESS DAY FOLLOWING THE DEPOSIT WITH
SUCH SERVICE; (B) 72 HOURS AFTER BEING MAILED, FIRST CLASS POSTAGE PREPAID AND
ADDRESSED AS AFORESAID THROUGH THE UNITED STATES POSTAL SERVICE; (C) WHEN
DELIVERED BY HAND, UPON DELIVERY; (D) WHEN FAXED, UPON CONFIRMATION OF RECEIPT;
PROVIDED, HOWEVER, THAT ANY NOTICE DELIVERED TO LENDER UNDER SECTION II SHALL
NOT BE EFFECTIVE UNTIL RECEIVED BY LENDER; AND (E) UPON RECEIPT OF ELECTRONIC
MAIL (WITH A NOTICE CONTEMPORANEOUSLY GIVEN BY ANOTHER METHOD SPECIFIED IN THIS
SECTION 8.01).
Lender:
TCF Inventory Finance, Inc.
2300 Barrington Road
Suite 600
Hoffman Estates, Illinois 60169
Attention: Vincent E. Hillery, General Counsel
Telephone: (847) 252-6616
Facsimile: (847) 295-6012
Email: 
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with copies to:
TCF National Bank
200 E. Lake Street
Wayzata, MN 55391
Attention: General Counsel
Telephone: (952) 475-6498
Facsimile: (952) 475-7975
Email: 
and
Kaplan, Strangis and Kaplan, P.A.
5500 Wells Fargo Center
90 South Seventh Street
Minneapolis, MN 55402
Attention: Harvey