indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business;

"Indorsement" has the meaning specified in [[Section 8-102(a)(11)])]])] of the UCC, and "Indorsed" has a corresponding meaning.

with respect to a Transferred Asset that constitutes a “certificated security,” such certificated security has been delivered to the Collateral Trustee, or will be delivered to the Collateral Trustee and, if in registered form, has been specially Indorsed to the Collateral Trustee or in blank by an effective Indorsement or has been registered in the name of the Collateral Trustee upon original issue or registration of transfer by the Seller of such certificated security, in each case, promptly upon receipt; provided that any file-stamped document, promissory note and certificates relating to any Loan Asset shall be delivered as soon as they are reasonably available; and in the case of an uncertificated security, by # causing the Collateral Trustee to become the registered owner of such uncertificated security and # causing such registration to remain effective.

Counterparts; Electronic Signatures. This Agreement may be executed in any number of separate counterparts, each of which shall collectively and separately constitute one agreement. This Agreement shall be valid, binding, and enforceable against a party only when executed and delivered by an authorized individual on behalf of the party by means of # any electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, including relevant provisions of the Uniform Commercial Code; # an original manual signature; or # a faxed, scanned, or photocopied manual signature. Each electronic signature or faxed, scanned, or photocopied manual signature shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any faxed, scanned, or photocopied manual signature, or other electronic signature, of any party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof. For avoidance of doubt, original manual signatures shall be used for execution or indorsement of writings and authentication of Purchased Notes or Purchased Warrants.

Guarantor, intending to be legally bound, hereby unconditionally guarantees the full and prompt payment and performance of any and all of Borrower’s Obligations (as defined below) to the Bank when due, whether at stated maturity, by acceleration or otherwise. As used in this Guaranty, the term “Obligations” shall mean any and all obligations, indebtedness and other liabilities of Borrower to the Bank now or hereafter existing, of every kind and nature and all accrued and unpaid interest thereon and all Expenses (as defined below) including without limitation, whether such obligations, indebtedness and other liabilities # are direct, contingent, liquidated, unliquidated, secured, unsecured, matured or unmatured; # are pursuant to a guaranty or surety in favor of the Bank; # were originally contracted with the Bank or with another party (including obligations under a guaranty or surety originally in favor of such other party); # are contracted by Borrower alone or jointly with one or more other parties; # are or are not evidenced by a writing; # are renewed, replaced, modified or extended; and # are periodically extinguished and subsequently reincurred or reduced and thereafter increased; provided, however, that if and only if Guarantor is not an “eligible contract participant” (as defined in the Commodity Exchange Act and any applicable rules, as amended), then to the extent applicable law prohibits Guarantor from entering into an agreement to guaranty any obligations in respect of a “swap” (as defined in the Commodity Exchange Act and any applicable rules, as amended, and referred to herein as a “Swap”), the term “Obligations” shall not include obligations of Borrower to Bank under any Swap. Guarantor will pay or perform its obligations under this Guaranty upon demand. This Guaranty is and is intended to be a continuing guaranty of payment (not collection) of the Obligations (irrespective of the aggregate amount thereof and whether or not the Obligations from time to time exceeds the amount of this Guaranty, if limited), independent of, in addition and without modification to, and does not impair or in any way affect, any other guaranty, indorsement, or other agreement in connection with the Obligations, or in connection with any other indebtedness or liability to the Bank or collateral held by the Bank therefor or with respect thereto, whether or not furnished by Guarantor. Guarantor understands that the Bank can bring an action under this Guaranty without being required to exhaust other remedies or demand payment first from other parties.

The Guarantor waives acceptance, assent and all rights of notice or demand including without limitation # notice of acceptance of this Guaranty, of Borrower’s default or nonpayment of any Obligation, and of changes in Borrower’s financial condition; # presentment, protest, notice of protest and demand for payment; # notice that any Obligations has been incurred or of the reliance by the Bank upon this Guaranty; and # any other notice, demand or condition to which Guarantor might otherwise be entitled prior to the Bank’s reliance on or enforcement of this Guaranty. Guarantor further authorizes the Bank, without notice, demand or additional reservation of rights against Guarantor and without affecting Guarantor’s obligations hereunder, from time to time: # to renew, refinance, modify, subordinate, extend, increase, accelerate, or otherwise change the time for payment of, the terms of or the interest on the Obligations or any part thereof;(ii) to accept and hold collateral from any party for the payment of any or all of the Obligations, and to exchange, enforce or refrain from enforcing, or release any or all of such collateral; # to accept any indorsement or guaranty of any or all of the Obligations or any negotiable instrument or other writing intended to create an accord and satisfaction with respect to any or all of the Obligations; # to release, replace or modify the obligation of any indorser or guarantor, or any party who has given any collateral for any of all of the Obligations, or any other party in any way obligated to pay any or all of the Obligations, and to enforce or refrain from enforcing, or compromise or modify, the terms of any obligation of any such indorser, guarantor or party; # to dispose of any and all collateral securing the Obligations in any manner as the Bank, in its sole discretion, may deem appropriate, and to direct the order and the enforcement of any and all indorsements and guaranties relating to the Obligations in the Bank’s sole discretion; and # to determine the manner, amount and time of application of payments and credits, if any, to be made on all or any part of the Obligations including, without limitation, if this Guaranty is limited in amount, to make any such application to Obligations, if any, in excess of the amount of this Guaranty.