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<br />DOCSOPEN\EL185\79\955723.v1-5/29/24
<br />and payable without presentment or any other notice or demand and immediately enforce
<br />payment of any or all of the Obligations; (b) require the Grantor to make the Collateral
<br />available to Secured Party at a place to be designated by Secured Party; (c) exercise and
<br />enforce any rights or remedies available upon default to a secured party under the
<br />Uniform Commercial Code as amended from time to time (“UCC”), and, if notice to the
<br />Grantor of the intended disposition of Collateral or any other intended action is required
<br />by law, such notice shall be commercially reasonable if given at least ten (10) calendar
<br />days prior to the intended disposition or other action; and (d) exercise and enforce any
<br />other rights or remedies available to Secured Party by law or agreement against the
<br />Collateral, the Grantor, or any other person or property. Secured Party’s duty of care with
<br />respect to Collateral in its possession will be fulfilled if Secured Party exercises
<br />reasonable care in physically safekeeping the Collateral or, in the case of Collateral in the
<br />possession of a bailee or other third person, exercises reasonable care in the selection of
<br />the bailee or other third person. Mere delay or failure to act will not preclude the exercise
<br />or enforcement of any of Secured Party’s rights or remedies. All rights and remedies of
<br />Secured Party are cumulative and may be exercised singularly or concurrently, at Secured
<br />Party’s option.
<br />7. LIMITED POWER OF ATTORNEY. If the Grantor at any time fails to perform or
<br />observe any agreement herein, the Secured Party, in the name and on behalf of the
<br />Grantor or, at its option, in its own name, may perform or observe such agreement and
<br />take any action which the Secured Party may deem necessary or desirable to cure or
<br />correct such failure. The Grantor irrevocably authorizes Secured Party and grants the
<br />Secured Party a limited power of attorney in the name and on behalf of the Grantor or, at
<br />its option, in its own name, to collect, receive, receipt for, create, prepare, complete,
<br />execute, endorse, deliver, and file any and all financing statements, insurance
<br />applications, remittances, instruments, documents, chattel paper, and other writings,
<br />to grant an extension to, compromise, settle, waive, notify, amend, adjust, change,
<br />and release any obligation of any account Grantor, obligor, insurer, or other person
<br />pertaining to any Collateral, and take any other action deemed by the Secured Party to be
<br />necessary or desirable to establish, perfect, protect, or enforce the Security Interest. All
<br />of the Secured Party's advances, charges, costs, and expenses, including without
<br />limitation reasonable attorneys' fees, in connection with the Obligations and in the
<br />protection and exercise of any rights or remedies hereunder, together with interest
<br />thereon at the highest rate then applicable to any of the Obligations, shall be secured
<br />hereunder and shall be paid by the Grantor to the Secured Party on demand.
<br />8. MISCELLANEOUS. The following miscellaneous provisions are a part of this
<br />Agreement:
<br />8.1. Definitions. Terms not otherwise defined in this Agreement shall have the
<br />meanings ascribed to them, if any, under the UCC and such meanings shall automatically
<br />change at the time that any amendment to the UCC, which changes such meanings, shall
<br />become effective.
<br />8.2. Notices. All notices under this Agreement must be in writing and will be deemed
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