Common use of Guarantor Waivers Clause in Contracts

Guarantor Waivers. The Guarantor hereby waives (i) promptness, diligence, presentment, demand of payment, protest, order and, except as set forth in paragraph (a) hereof, notice of any kind in connection with the Contract and this Guaranty; (ii) any requirement that PG&E exhaust any right to take any action against the Seller or any other person prior to or contemporaneously with proceeding to exercise any right against the Guarantor under this Guaranty; (iii) to the fullest extent permitted by law, the benefit of any statute of limitations affecting its liability under or the enforcement of this Guaranty; (iv) any right to require PG&E to (A) proceed against or exhaust any insurance or security held from the Seller or any other party, or (B) pursue any other remedy available to PG&E; (v) any defense based on or arising out of any defense of the Seller other than payment in full of the amount(s) owed, including without limitation any defense based on or arising out of the disability of the Seller, the unenforceability of the indebtedness from any cause, or the cessation from any cause of the liability of the Seller, other than payment in full of the amount(s) owed. The Guarantor agrees that PG&E may, at its election, foreclose on any security held by PG&E, whether or not the means of foreclosure is commercially reasonable, or exercise any other right or remedy available to PG&E without affecting or impairing in any way the liability of the Guarantor under this Guaranty, except to the extent the amount(s) owed to PG&E by the Seller have been paid. The Guarantor further agrees that until all amounts owed by the Seller to PG&E are paid in full, even though such amounts may in total exceed the Guarantor’s liability hereunder, the Guarantor shall have no right of subrogation, waives any right to enforce any remedy that PG&E has or may have against the Seller, and waives any benefit of and any right to participation in any security from the Seller now or later held by the Guarantor. The Guarantor assumes all responsibility for keeping itself informed of the Seller’s financial condition and all other factors affecting the risks and liability assumed by the Guarantor hereunder, and PG&E shall have no duty to advise the Guarantor of information known to it regarding such risks.

Guarantor Waivers. The Guarantor hereby waives any right to require Administrative Agent or any other Secured Party (ia) promptness, diligence, to continue lending money or to extend other credit to Borrower; (b) to make any presentment, demand of payment, protest, order anddemand, except as set forth in paragraph (a) hereof, or notice of any kind kind, including notice of any nonpayment of the Guaranteed Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Administrative Agent or any other Secured Party, any surety, endorser, or other guarantor in connection with the Contract and this GuarantyGuaranteed Indebtedness or in connection with the creation of new or additional loans or obligations; (c) to notify Guarantor of any change in the manner, place, time or terms of payment of any of the Guaranteed Indebtedness (including, without limitation, any renewal, extension or other modification of any of the Guaranteed Indebtedness); or (d) to notify Guarantor of any change in the interest rate accruing on any of the Guaranteed Indebtedness (including, without limitation, any periodic change in such interest rate that occurs because such Guaranteed Indebtedness accrues interest at a variable rate which may fluctuate from time to time). Should Administrative Agent seek to enforce the obligations of Guarantor hereunder, Guarantor waives any right to require Administrative Agent to first (i) resort for payment or to proceed directly or at once against any Person, including Borrower or any other guarantor of the Guaranteed Indebtedness; (ii) any requirement that PG&E to proceed directly against, xxxxxxxx, enforce, or exhaust any right to take collateral held by any action against the Seller Secured Party from Borrower, Guarantor, any other guarantor, or any other person prior to Person; or contemporaneously with proceeding to exercise any right against the Guarantor under this Guaranty; (iii) to pursue any other remedy within the fullest extent permitted by law, the benefit power of any statute Secured Party. Guarantor also waives any and all rights or defenses arising by reason of limitations affecting its liability under (a) any election of remedies by Administrative Agent which destroys or otherwise adversely affects Guarantor’s subrogation rights or Guarantor’s rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the enforcement of this GuarantyGuaranteed Indebtedness; (ivb) any disability or other defense of Borrower, of any other guarantor, or of any other Person, or by reason of the cessation of the liability of Borrower from any cause whatsoever, other than actual payment, performance and satisfaction in full of the Guaranteed Indebtedness; (c) any right to require PG&E to (A) proceed against or exhaust claim discharge of the Guaranteed Indebtedness on the basis of unjustified impairment of any insurance or security held from collateral for the Seller or any other party, Guaranteed Indebtedness; or (B) pursue any other remedy available to PG&E; (vd) any defense based on defenses given to guarantors at law or arising out of any defense of the Seller in equity other than payment actual payment, performance and satisfaction in full of the amount(s) owedGuaranteed Indebtedness. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, including without limitation any defense based on counterclaim, counter demand, recoupment or arising out of the disability of the Sellersimilar right, the unenforceability of the indebtedness from any causewhether such claim, demand or right may be asserted by Borrower, Guarantor, or the cessation from any cause of the liability of the Seller, other than payment in full of the amount(s) owed. The Guarantor agrees that PG&E may, at its election, foreclose on any security held by PG&E, whether or not the means of foreclosure is commercially reasonable, or exercise any other right or remedy available to PG&E without affecting or impairing in any way the liability of the Guarantor under this Guaranty, except to the extent the amount(s) owed to PG&E by the Seller have been paid. The Guarantor further agrees that until all amounts owed by the Seller to PG&E are paid in full, even though such amounts may in total exceed the Guarantor’s liability hereunder, the Guarantor shall have no right of subrogation, waives any right to enforce any remedy that PG&E has or may have against the Seller, and waives any benefit of and any right to participation in any security from the Seller now or later held by the Guarantor. The Guarantor assumes all responsibility for keeping itself informed of the Seller’s financial condition and all other factors affecting the risks and liability assumed by the Guarantor hereunder, and PG&E shall have no duty to advise the Guarantor of information known to it regarding such risksboth.

Guarantor Waivers. The Guarantor hereby waives (i) promptness, diligence, presentment, demand of payment, protest, order and, except as set forth in paragraph (a) hereof, notice of any kind in connection with the Contract and this Guaranty; (ii) any requirement that PG&E exhaust any right to take any action against the Seller or any other person prior to or contemporaneously with proceeding to exercise any right against the Guarantor under this Guaranty; (iii) to the fullest extent permitted by law, the benefit of any statute of limitations affecting its liability under or the enforcement of this Guaranty; (iv) any right to require PG&E to (A) proceed against or exhaust any insurance or security held from the Seller or any other party, or (B) pursue any other remedy available to PG&E; (v) any defense based on or arising out of any defense of the Seller other than payment in full of the amount(s) owed, including without limitation any defense based on or arising out of the disability of the Seller, the unenforceability of the indebtedness from any cause, or the cessation from any cause of the liability of the Seller, other than payment in full of the amount(s) owed. The Guarantor agrees that PG&E may, at its election, foreclose on any security held by PG&E, whether or not the means of foreclosure is commercially reasonable, or exercise any other right or remedy available to PG&E without affecting or impairing in any way the liability of the Guarantor under this Guaranty, except to the extent the amount(s) owed to PG&E by the Seller have been paid. The Guarantor further agrees that until all amounts owed by the Seller to PG&E are paid in full, even though such amounts may in total exceed the Guarantor’s liability hereunder, the Guarantor shall have no right of subrogation, waives any right to enforce any remedy that PG&E has or may have against the Seller, and waives any benefit of and any right to participation in any security from the Seller now or later held by the Guarantor. The Guarantor assumes all responsibility for keeping itself informed of the Seller’s financial condition and all other factors affecting the risks and liability assumed by the Guarantor hereunder, and PG&E shall have no duty to advise the Guarantor of information known to it regarding such risks.

Guarantor Waivers. The Guarantor hereby waives (i) promptness, diligence, presentment, demand and agrees not to assert or take advantage of payment, protest, order and, except as set forth in paragraph (a) hereof, notice any right or claim of right to cause a marshalling of any kind in connection with of Seller’s assets or the Contract and this Guarantyassets of any other party now or hereafter held as security for the Seller Obligations; (iib) any requirement defense that PG&E exhaust may arise by reason of the incapacity, lack of authority, death or disability of any right to take Guarantor, any action against other guarantor of the Seller Obligations, or Seller or any other person prior or entity, or the voluntary or involuntary dissolution of Seller or Guarantor, or the failure of Buyer to file or contemporaneously with proceeding to exercise any right enforce a claim against the Guarantor under this Guaranty; estate (iiieither in administration, bankruptcy, or any other proceeding) to the fullest extent permitted by law, the benefit of any statute of limitations affecting its liability under or the enforcement of this Guaranty; (iv) any right to require PG&E to (A) proceed against or exhaust any insurance or security held from the Seller or any other party, person or (B) pursue any other remedy available to PG&Eentity; (vc) any defense based on the failure of Buyer to give notice of the existence, creation, or arising out incurring of any new or additional Seller Obligations, or of any action or non-action on the part of any other person whomsoever, or any modification, amendment, increase, or extension of the terms of the Agreement, or the Seller Obligations, in connection with any obligation hereby guaranteed; (d) any defense based upon an election of remedies by Buyer which destroys or otherwise impairs any subrogation rights of Guarantor or any other guarantor of the Seller Obligations or the right of Guarantor to proceed against Seller or any other than payment in full of the amount(sguarantor for reimbursement, or both; (e) owed, including without limitation any defense based on upon failure of Buyer to commence an action against Seller; (f) any defense based upon acceptance of this Guaranty by Buyer; (g) any defense based upon the invalidity or arising out of the disability of the Seller, the unenforceability of the indebtedness from Agreement or any cause, or the cessation from any cause of the liability Seller Obligations; (h) any defense based upon the failure of Buyer to perfect any security or to extend or renew the Seller, perfection of any security; and (i) any other legal or equitable defenses whatsoever to which Guarantor might otherwise be entitled other than payment in full to the extent related to the underlying merits of the amount(s) owed. The Guarantor agrees that PG&E may, at its election, foreclose on any security held by PG&E, whether or not the means of foreclosure is commercially reasonable, or exercise any other right or remedy available to PG&E without affecting or impairing in any way the liability of the Guarantor under this Guaranty, except to the extent the amount(s) owed to PG&E by the a Seller have been paid. The Guarantor further agrees that until all amounts owed by the Seller to PG&E are paid in full, even though such amounts may in total exceed the Guarantor’s liability hereunder, the Guarantor shall have no right of subrogation, waives any right to enforce any remedy that PG&E has or may have against the Seller, and waives any benefit of and any right to participation in any security from the Seller now or later held by the Guarantor. The Guarantor assumes all responsibility for keeping itself informed of the Seller’s financial condition and all other factors affecting the risks and liability assumed by the Guarantor hereunder, and PG&E shall have no duty to advise the Guarantor of information known to it regarding such risksObligation exists.

Guarantor Waivers. The Guarantor hereby waives (i) promptness, diligence, presentment, demand of payment, protest, order and, except as set forth in paragraph (a) hereof, notice of any kind in connection with the Contract and this Guaranty; (ii) any requirement that PG&E exhaust any right to take any action against the Seller or any other person prior to or contemporaneously with proceeding to exercise any right against the Guarantor under this Guaranty; (iii) to the fullest extent permitted by law, the benefit of any statute of limitations affecting its liability under or the enforcement of this Guaranty; (iv) any right to require PG&E to (A) proceed against or exhaust any insurance or security held from the Seller or any other party, or (B) pursue any other remedy available to PG&E; (v) any defense based on or arising out of any defense of the Seller other than payment in full of the amount(s) owed, including without limitation any defense based on or arising out of the disability of the Seller, the unenforceability of the indebtedness from any cause, or the cessation from any cause of the liability of the Seller, other than payment in full of the amount(s) owed. The Guarantor agrees that PG&E may, at its election, foreclose on any security held by PG&E, whether or not the means of foreclosure is commercially reasonable, or exercise any other right or remedy available to PG&E without affecting or impairing in any way the liability of the Guarantor under this Guaranty, except to the extent the amount(s) owed to PG&E by the Seller have been paid. The Guarantor further agrees that until all amounts owed by the Seller to PG&E are paid in full, even though such amounts may in total exceed the Guarantor’s liability hereunder, the Guarantor shall have no right of subrogation, waives any right to enforce any remedy that PG&E has or may have against the Seller, and waives any benefit of and any right to participation in any security from the Seller now or later held by the Guarantor. The Guarantor assumes all responsibility for keeping itself informed of the Seller’s financial condition and all other factors affecting the risks and liability assumed by the Guarantor hereunder, and PG&E shall have has no duty to advise the Guarantor of information known to it regarding such risks.

Guarantor Waivers. The Guarantor hereby waives fully and completely waives, releases and relinquishes: (ia) promptnessall notices to Guarantor, diligenceto Borrower, presentmentor to any other person or entity, 4125961.4 | 100775-0196 6 including, without limitation, notices of the acceptance of this Guaranty, or the creation, renewal, extension, modification or accrual of any of Borrower’s obligations to Lender under the Loan Documents and, except to the extent set forth herein, enforcement of any right or remedy with respect thereto, and notice of any other matters relating thereto; (b) diligence and demand of payment, presentment, protest, order and, except as set forth in paragraph (a) hereof, dishonor and notice of any kind in connection with the Contract and this Guarantydishonor; (iic) any requirement that PG&E exhaust any right to take any action against the Seller or any other person prior to or contemporaneously with proceeding to exercise any right against the Guarantor under this Guaranty; (iii) to the fullest extent permitted by law, the benefit of any statute of limitations affecting its Guarantor’s liability under hereunder or the enforcement of this Guarantythereof; (ivd) all defenses and claims based on principles of suretyship and/or guaranty; (e) any right to require PG&E to and all benefits under ARS Sections 12-1641 through 121646, Section 44-142 and Rule 17(e) of the Arizona Rules of Civil Procedure, as now enacted or hereafter modified, amended or replaced; and (Af) proceed against any “one action” or exhaust “anti-deficiency” law, including, without limitation, ARS Sections 33-814 and 33-729, as now enacted or hereafter modified, amended or replaced. Notwithstanding any insurance or foreclosure of the lien of any security held from the Seller or any other partyagreement, deed of trust, mortgage, or (B) pursue other security instrument with respect to any other remedy available to PG&E; (v) any defense based on or arising out all of any defense real or personal property secured thereby, whether by the exercise of the Seller other than payment power of sale, by an action for judicial foreclosure or by an acceptance of a deed in full lieu of the amount(s) owedforeclosure, including without limitation any defense based on or arising out of the disability of the Seller, the unenforceability of the indebtedness from any cause, or the cessation from any cause of the liability of the Seller, other than payment in full of the amount(s) owed. The Guarantor agrees that PG&E may, at its election, foreclose on any security held by PG&E, whether or not the means of foreclosure is commercially reasonable, or exercise any other right or remedy available to PG&E without affecting or impairing in any way the liability of the Guarantor shall remain bound under this Guaranty, except to the extent the amount(s) owed to PG&E by the Seller have been paid. The Guarantor further agrees that until all amounts owed by Lender may enforce this Guaranty upon the Seller occurrence and during the continuation of an Event of Default, notwithstanding the existence of any dispute between Borrower and Lender with respect to PG&E are paid in fullthe existence of the Event of Default or performance of any of Borrower’s obligations under the Loan Documents, even though such amounts or any counterclaim, setoff or other claim which Borrower may in total exceed the Guarantor’s liability hereunder, the allege against Lender with respect thereto (provided that Guarantor shall have no right of subrogation, waives any is not waiving its right to enforce assert in good faith that no Event of Default then exists or is continuing as a defense to payment under this Guaranty). Moreover, Guarantor agrees that its obligations shall not be affected by any remedy that PG&E has circumstances which constitute a legal or may have against the Seller, and waives any benefit equitable discharge of and any right to participation in any security from the Seller now a guarantor or later held by the Guarantor. The Guarantor assumes all responsibility for keeping itself informed of the Seller’s financial condition and all other factors affecting the risks and liability assumed by the Guarantor hereunder, and PG&E shall have no duty to advise the Guarantor of information known to it regarding such riskssurety.

Guarantor Waivers. The If any Event of Default takes place under the Agreement, then ALPINE may enforce its rights under this Guarantee without first seeking to obtain payment from any Merchant, any other guarantor, or any Collateral, Additional Collateral, or Cross-Collateral ALPINE may hold pursuant to this Guarantee or any other agreement or guarantee. ALPINE does not have to notify any Guarantor hereby waives of any of the following events and Guarantor(s) will not be released from its obligations under this Guarantee even if it is not notified of: (i) promptness, diligence, presentment, demand of payment, protest, order and, except as set forth in paragraph (a) hereof, notice of any kind in connection with Merchant’s failure to pay timely any amount owed under the Contract and this GuarantyAgreement; (ii) any requirement that PG&E exhaust adverse change in any right to take any action against the Seller Merchant’s financial condition or any other person prior to or contemporaneously with proceeding to exercise any right against the Guarantor under this Guarantybusiness; (iii) to the fullest extent permitted by law, the benefit any sale or other disposition of any statute collateral securing the Guaranteed Obligations or any other guarantee of limitations affecting its liability under or the enforcement of this GuarantyGuaranteed Obligations; (iv) ALPINE’s acceptance of the Agreement with any right to require PG&E to (A) proceed against or exhaust any insurance or security held from the Seller or any other party, or (B) pursue any other remedy available to PG&EMerchant; and (v) any defense based on renewal, extension, or arising out of any defense other modification of the Seller Agreement or any Merchant’s other than payment in full obligations to ALPINE. In addition, ALPINE may take any of the amount(sfollowing actions without releasing any Guarantor from any obligations under this Guarantee: (i) owedrenew, including without limitation extend, or otherwise modify the Agreement or any defense based on Merchant’s other obligations to ALPINE; (ii) if there is more than one Merchant, release a Merchant from its obligations to ALPINE such that at least one Merchant remains obligated to ALPINE; (iii) sell, release, impair, waive, or arising out otherwise fail to realize upon any collateral securing the Guaranteed Obligations or any other guarantee of the disability of the Seller, the unenforceability of the indebtedness from any cause, or the cessation from any cause of the liability of the Seller, other than payment in full of the amount(sGuaranteed Obligations; and (iv) owed. The Guarantor agrees that PG&E may, at its election, foreclose on any security held by PG&E, whether collateral securing the Guaranteed Obligations or not the means of foreclosure is commercially reasonable, or exercise any other right or remedy available to PG&E without affecting or impairing in any way the liability guarantee of the Guaranteed Obligations in a manner that impairs or precludes the right of Guarantor to obtain reimbursement for payment under the Agreement. Until the Receivables Purchased Amount and each Merchant’s other obligations to ALPINE under the Agreement and this Guaranty, except to the extent the amount(s) owed to PG&E by the Seller have been paid. The Guarantor further agrees that until all amounts owed by the Seller to PG&E Guarantee are paid in full, even though such amounts may in total exceed the Guarantor’s liability hereunder, the each Guarantor shall have no right not seek reimbursement from any Merchant or any other guarantor for any amounts paid by it under the Agreement. Each Guarantor permanently waives and shall not seek to exercise any of subrogation, waives any right to enforce any remedy the following rights that PG&E has or it may have against the Sellerany Merchant, and waives any benefit of and other guarantor, or any right to participation in collateral provided by any security from the Seller now Merchant or later held any other guarantor, for any amounts paid by the Guarantor. The Guarantor assumes all responsibility for keeping itself informed of the Seller’s financial condition and all other factors affecting the risks and liability assumed it or acts performed by the Guarantor hereunder, and PG&E shall have no duty to advise the Guarantor of information known to it regarding such risksunder this Guarantee: (i) subrogation; (ii) reimbursement; (iii) performance; (iv) indemnification; or (v) contribution.

Guarantor Waivers. The In the event that Borrower fails to make a payment or perform any obligation when due under the Loan Agreement, SFSI may enforce its rights under this Agreement without first seeking to obtain payment from Borrower, any other guarantor, or any Collateral, Additional Collateral or Cross-Collateral SFSI may hold pursuant to this Agreement or any other guaranty. SFSI does not have to notify Guarantor hereby waives of any of the following events and Guarantor will not be released from its obligations under this Agreement if it is not notified of: (i) promptness, diligence, presentment, demand of payment, protest, order and, except as set forth in paragraph (a) hereof, notice of Borrower's failure to pay timely any kind in connection with amount owed under the Contract and this GuarantyLoan Agreement; (ii) any requirement that PG&E exhaust any right to take any action against the Seller adverse change in Borrower's financial condition or any other person prior to or contemporaneously with proceeding to exercise any right against the Guarantor under this Guarantybusiness; (iii) to the fullest extent permitted by law, the benefit any sale or other disposition of any statute collateral securing the Guaranteed Obligations or any other guarantee of limitations affecting its liability under or the enforcement of this GuarantyGuaranteed Obligations; (iv) any right to require PG&E to (A) proceed against or exhaust any insurance or security held from the Seller or any other party, or (B) pursue any other remedy available to PG&ESFSI's acceptance of this Agreement ; and (v) any defense based on renewal, extension or arising out of any defense other modification of the Seller Loan Agreement or Borrower's other than payment in full obligations to SFSI. In addition, SFSI may take any of the amount(sfollowing actions without releasing Guarantor from any of its obligations under this Agreement : (i) owedrenew, including without limitation extend or otherwise modify the Loan Agreement or Borrower's other obligations to SFSI; (ii) release Borrower from its obligations to SFSI; (iii) sell, release, impair, waive or otherwise fail to realize upon any defense based on collateral securing the Guaranteed Obligations or arising out any other guarantee of the disability of the Seller, the unenforceability of the indebtedness from any cause, or the cessation from any cause of the liability of the Seller, other than payment in full of the amount(sGuaranteed Obligations; and (iv) owed. The Guarantor agrees that PG&E may, at its election, foreclose on any security held by PG&E, whether collateral securing the Guaranteed Obligations or not the means of foreclosure is commercially reasonable, or exercise any other right or remedy available to PG&E without affecting or impairing in any way the liability guarantee of the Guaranteed Obligations in a manner that impairs or precludes the right of Guarantor to obtain reimbursement for payment under this Guaranty, except Agreement. Until the Loan Amount plus any accrued but unpaid interest and Borrower's other obligations to SFSI under the extent the amount(s) owed to PG&E by the Seller have been paid. The Guarantor further agrees that until all amounts owed by the Seller to PG&E Loan Agreement and this Agreement are paid in full, even though such amounts may in total exceed the Guarantor’s liability hereunder, the Guarantor shall have no right not seek reimbursement from Borrower or any other guarantor for any amounts paid by it under this Agreement. Guarantor permanently waives and shall not seek to exercise any of subrogation, waives any right to enforce any remedy the following rights that PG&E has or it may have against Borrower, any other guarantor, or any collateral provided by Borrower or any other guarantor, for any amounts paid by it, or acts performed by it, under this Agreement: (i) subrogation ; (ii) reimbursement; (iii) performance; (iv) indemnification; or (v) contribution. In the Seller, and waives event that SFSI must return any benefit of and amount paid by Borrower or any right to participation in any security from the Seller now or later held by the Guarantor. The Guarantor assumes all responsibility for keeping itself informed other guarantor of the Seller’s financial condition Guaranteed Obligations because that person has become subject to a proceeding under the United States Bankruptcy Code or any similar law, Guarantor's obligations under this Agreement shall include that amount. Guarantor Acknowledgement. Guarantor acknowledges that: (i) He/She understands the seriousness of the provisions of this Agreement ; (ii) He/She has had a full opportunity to consult with counsel of his/her choice; and all other factors affecting the risks and liability assumed by the Guarantor hereunder, and PG&E shall have no duty (iii) He/She has consulted with counsel of its choice or has decided not to advise the Guarantor avail himself/herself of information known to it regarding such risksthat opportunity.

Guarantor Waivers. The In the event that Merchant fails to make a payment due to Guarantor's actions or malfeasance or otherwise perform under the Merchant Agreement, PURCHASER may enforce its rights under this Agreement without first seeking to obtain payment from Merchant, any other guarantor, or any Collateral or Additional Collateral PURCHASER may hold pursuant to this Agreement or any other guaranty. PURCHASER does not have to notify Guarantor hereby waives of any of the following events and Guarantor will not be released from any of its obligations under this Agreement if it is not notified of: (i) promptness, diligence, presentment, demand of payment, protest, order and, except as set forth in paragraph (a) hereof, notice of Merchant’s failure to pay timely any kind in connection with amount owed under the Contract and this GuarantyMerchant Agreement; (ii) any requirement that PG&E exhaust any right to take any action against the Seller material or any other person prior to adverse change in Merchant’s financial condition or contemporaneously with proceeding to exercise any right against the Guarantor under this Guarantybusiness operations; (iii) to the fullest extent permitted by law, the benefit any sale or other disposition of any statute collateral securing the Guaranteed Obligations, including without limitation the Collateral or Additional Collateral, or any other guarantee of limitations affecting its liability under or the enforcement of this GuarantyGuaranteed Obligations; (iv) any right to require PG&E to (A) proceed against PURCHASER’s acceptance of this Agreement; or exhaust any insurance or security held from the Seller or any other party, or (B) pursue any other remedy available to PG&E; (v) any defense based on renewal, extension or arising out of any defense other modification of the Seller Merchant Agreement or Merchant’s other than payment in full obligations to PURCHASER. In addition, PURCHASER may take any of the amount(sfollowing actions without releasing Guarantor from any of its obligations under this Agreement : (i) owedrenew, extend or otherwise modify the Merchant Agreement or Merchant’s other obligations to PURCHASER; (ii) release Merchant from its obligations to PURCHASER; (iii) sell, release, impair, waive or otherwise fail to realize upon any collateral securing the Guaranteed Obligations or any other guarantee of the Guaranteed Obligations; and (iv) foreclose on any collateral securing the Guaranteed Obligations or any other guarantee of the Guaranteed Obligations, including without limitation the Collateral or Additional Collateral, in a manner that impairs or precludes the right of Guarantor to obtain reimbursement for payment under this Agreement. Until the Purchased Amount and Merchant’s other obligations to PURCHASER under the Merchant Agreement and this Agreement are paid and performed in full, Guarantor shall not seek reimbursement from Merchant or any defense based on or arising out other guarantor for any amounts paid by it under this Agreement. Guarantor permanently waives and shall not seek to exercise any of the disability following rights that it may have against Merchant, any other guarantor, or any collateral provided by Merchant or any other guarantor, for any amounts paid by it, or acts performed by it, under this Agreement: (i) subrogation ; (ii) reimbursement; (iii) performance; (iv) indemnification; or (v) contribution. In the event that PURCHASER must return any amount paid by Merchant or any other guarantor of the SellerGuaranteed Obligations because that person has become subject to a proceeding under the United States Bankruptcy Code or any similar law, the unenforceability of the indebtedness from any cause, or the cessation from any cause of the liability of the Seller, other than payment in full of the amount(s) owedGuarantor’s obligations under this Agreement shall include that amount. The Guarantor agrees that PG&E may, at its election, foreclose on any security held by PG&E, whether or not the means of foreclosure is commercially reasonable, or exercise any other right or remedy available to PG&E without affecting or impairing in any way the liability of the Guarantor obligations under this Guaranty, except to the extent the amount(s) owed to PG&E by the Seller have been paid. The Guarantor further agrees Agreement shall be irrevocable and shall be unconditional irrespective of any circumstance that until all amounts owed by the Seller to PG&E are paid in full, even though such amounts may in total exceed the Guarantor’s liability hereunder, the Guarantor shall have no right might otherwise operate as a legal or equitable discharge of subrogation, waives any right to enforce any remedy that PG&E has a guarantor or may have against the Seller, and waives any benefit a defense of and any right to participation in any security from the Seller now or later held by the Guarantor. The Guarantor assumes all responsibility for keeping itself informed of the Seller’s financial condition and all other factors affecting the risks and liability assumed by the Guarantor hereunder, and PG&E shall have no duty to advise the Guarantor of information known to it regarding such risksa guarantor.

Guarantor Waivers. The If any Event of Default takes place under the Agreement, then CCG may enforce its rights under this Guarantee without first seeking to obtain payment from any Merchant, any other guarantor, or any Collateral or CrossCollateral CCG may hold pursuant to this Guarantee or any other agreement or guarantee. CCG does not have to notify any Guarantor hereby waives of any of the following events and Guarantor(s) will not be released from its obligations under this Guarantee even if it is not notified of: (i) promptness, diligence, presentment, demand of payment, protest, order and, except as set forth in paragraph (a) hereof, notice of any kind in connection with Merchant’s failure to pay timely any amount owed under the Contract and this GuarantyAgreement; (ii) any requirement that PG&E exhaust adverse change in any right to take any action against the Seller Merchant’s financial condition or any other person prior to or contemporaneously with proceeding to exercise any right against the Guarantor under this Guarantybusiness; (iii) to the fullest extent permitted by law, the benefit any sale or other disposition of any statute collateral securing the Guaranteed Obligations or any other guarantee of limitations affecting its liability under or the enforcement of this GuarantyGuaranteed Obligations; (iv) CCG’s acceptance of the Agreement with any right to require PG&E to (A) proceed against or exhaust any insurance or security held from the Seller or any other party, or (B) pursue any other remedy available to PG&EMerchant; and (v) any defense based on renewal, extension, or arising out of any defense other modification of the Seller Agreement or any Merchant’s other than payment in full obligations to CCG. In addition, CCG may take any of the amount(sfollowing actions without releasing any Guarantor from any obligations under this Guarantee: (i) owedrenew, including without limitation extend, or otherwise modify the Agreement or any defense based on Merchant’s other obligations to CCG; (ii) if there is more than one Merchant, release a Merchant from its obligations to CCG such that at least one Merchant remains obligated to CCG; (iii) sell, release, impair, waive, or arising out otherwise fail to realize upon any collateral securing the Guaranteed Obligations or any other guarantee of the disability of the Seller, the unenforceability of the indebtedness from any cause, or the cessation from any cause of the liability of the Seller, other than payment in full of the amount(sGuaranteed Obligations; and (iv) owed. The Guarantor agrees that PG&E may, at its election, foreclose on any security held by PG&E, whether collateral securing the Guaranteed Obligations or not the means of foreclosure is commercially reasonable, or exercise any other right or remedy available to PG&E without affecting or impairing in any way the liability guarantee of the Guaranteed Obligations in a manner that impairs or precludes the right of Guarantor to obtain reimbursement for payment under the Agreement. Until the Receivables Purchased Amount and each Merchant’s other obligations to CCG under the Agreement and this Guaranty, except to the extent the amount(s) owed to PG&E by the Seller have been paid. The Guarantor further agrees that until all amounts owed by the Seller to PG&E Guarantee are paid in full, even though such amounts may in total exceed the Guarantor’s liability hereunder, the each Guarantor shall have no right not seek reimbursement from any Merchant or any other guarantor for any amounts paid by it under the Agreement. Each Guarantor permanently waives and shall not seek to exercise any of subrogation, waives any right to enforce any remedy the following rights that PG&E has or it may have against the Sellerany Merchant, and waives any benefit of and other guarantor, or any right to participation in collateral provided by any security from the Seller now Merchant or later held any other guarantor, for any amounts paid by the Guarantor. The Guarantor assumes all responsibility for keeping itself informed of the Seller’s financial condition and all other factors affecting the risks and liability assumed it or acts performed by the Guarantor hereunder, and PG&E shall have no duty to advise the Guarantor of information known to it regarding such risksunder this Guarantee: (i) subrogation; (ii) reimbursement; (iii) performance; (iv) indemnification; or (v) contribution.

Guarantor Waivers. The obligations, covenants, agreements and duties of Guarantor hereby waives under this Guaranty shall not be released or impaired in any manner whatsoever, without the written consent of Lender, on account of any or all of the following: (a) any assignment, endorsement or transfer, in whole or in part, of the Guaranteed Indebtedness, although made without notice to or the consent of Guarantor; (b) any waiver by Lender of the performance or observance by Borrower or Guarantor of any of the agreements, covenants, terms or conditions contained in any document evidencing, governing or securing the Guaranteed Indebtedness; (c) any extensions of the time for payment or performance of all or any portion of the Guaranteed Indebtedness; (d) the renewal, rearrangement, modification or amendment (whether material or otherwise) of any duty, agreement or obligation of Borrower set forth in any document evidencing, governing or securing the Guaranteed Indebtedness; (e) the voluntary or involuntary liquidation, sale or other disposition of all or substantially all of the assets of Borrower or Guarantor; (f) any receivership, insolvency, bankruptcy, reorganization or other similar proceedings affecting Borrower or Guarantor or any of their assets; (g) any release, withdrawal, surrender, exchange, substitution, subordination or loss of any security or other guaranty at any time existing in connection with all or any portion of the Guaranteed Indebtedness, or the acceptance of additional or substitute property as security therefor; (h) the release or discharge of Borrower or any other guarantor from the observance or performance of any agreement, covenant, term or condition contained in any document evidencing, governing or securing the Guaranteed Indebtedness; (i) promptnessany action which Lender may take or omit to take by virtue of any document evidencing, diligencegoverning or securing the Guaranteed Indebtedness or through any course of dealing with Borrower; (j) the addition of a new guarantor or guarantors; (k) the operation of law or any other cause, presentmentwhether similar or dissimilar to the foregoing; (1) any adjustment, demand indulgence, forbearance or compromise that may be granted or given by Lender to any party; (m) the failure by Lender to file or enforce a claim against the estate (either in administration, bankruptcy or other proceeding) of paymentBorrower or any other person or entity; (n) recovery from Borrower or any other person or entity becomes barred by any statute of limitations or is otherwise prevented; (o) any defenses, protestset-offs or counterclaims which may be available to Borrower or any other person or entity; (p) any impairment, order andmodification, except change, release or limitation of liability of, or stay of actions of lien enforcement proceedings against Borrower, its property, or its estate in bankruptcy resulting from the operation of any present or future provisions of the Bankruptcy Code or any other similar federal or state statute, or from the decisions of any court; (q) any neglect, delay, omission, failure or refusal of Lender to take or prosecute any action for the perfection of collateral or the collection of any of the Guaranteed Indebtedness or to foreclose or take or prosecute any action in connection with any lien, right of security, existing or to exist in connection with, or as set forth in paragraph security for, any of the Guaranteed Indebtedness, it being the intention hereof that Guarantor shall remain liable as principal on the Guaranteed Indebtedness, notwithstanding any act, omission or thing which might, but for the provisions hereof, otherwise operate as a legal or equitable discharge of Guarantor; (ar) any defense that may arise by reason of the incapacity, lack of authority, death or disability of, or revocation hereof, by any guarantor or others; (s) demand, protest and notice of any other kind, including, without limiting the generality of the foregoing, notice of any kind action or non-action on the part of Borrower, Lender, any endorser, guarantor under this or any other instrument, or creditor of Borrower, or any other person whomsoever, in connection with the Contract and this GuarantyGuaranteed Indebtedness; (ii) any requirement that PG&E exhaust any right to take any action against the Seller or any other person prior to or contemporaneously with proceeding to exercise any right against the Guarantor under this Guaranty; (iii) to the fullest extent permitted by law, the benefit of any statute of limitations affecting its liability under or the enforcement of this Guaranty; (iv) any right to require PG&E to (A) proceed against or exhaust any insurance or security held from the Seller or any other party, or (B) pursue any other remedy available to PG&E; (vt) any defense based on upon an election of remedies by Lender, including, without limitation, an election to proceed by nonjudicial rather than judicial foreclosure, which destroys or arising out of any defense otherwise impairs the subrogation rights of the Seller other than payment in full undersigned or the right of the amount(s) owed, including without limitation any defense based on or arising out of the disability of the Seller, the unenforceability of the indebtedness from any causeundersigned to proceed against Borrower for reimbursement, or both; and (u) any duty on the cessation from any cause part of the liability of the Seller, other than payment in full of the amount(s) owed. The Guarantor agrees that PG&E may, at its election, foreclose on any security held by PG&E, whether or not the means of foreclosure is commercially reasonable, or exercise any other right or remedy available Lender to PG&E without affecting or impairing in any way the liability of the Guarantor under this Guaranty, except disclose to the extent the amount(s) owed to PG&E by the Seller have been paid. The Guarantor further agrees that until all amounts owed by the Seller to PG&E are paid in full, even though such amounts undersigned any facts it may in total exceed the Guarantor’s liability hereunder, the Guarantor shall have no right of subrogation, waives any right to enforce any remedy that PG&E has or may have against the Seller, and waives any benefit of and any right to participation in any security from the Seller now or later held by hereafter know about Borrower, regardless of whether Lender has reason to believe that any such facts materially increase the Guarantor. The Guarantor assumes all responsibility risk beyond which the undersigned is obligated or whether Lender has a reasonable opportunity to communicate such facts to the undersigned, it being understood and agreed that the undersigned is fully responsible for being and keeping itself informed of the Seller’s financial condition of Borrower and of all other factors affecting circumstances being on the risks and liability assumed by risk of non-payment of the Guarantor hereunder, and PG&E shall have no duty Guaranteed Indebtedness. Notice to advise the Guarantor of information known to it regarding such risksthe acceptance of this Guaranty and of the making, renewing or assignment of the Guaranteed Indebtedness and each item thereof, are hereby expressly waived by Guarantor.

Guarantor Waivers. The Guarantor hereby waives (i) promptness, diligence, presentment, demand of payment, protest, order and, except as set forth in paragraph (a) hereof, notice of any kind in connection with the Contract Contract(s) and this Guaranty; (ii) any requirement that PG&E exhaust any right to take any action against the Seller or any other person prior to or contemporaneously with proceeding to exercise any right against the Guarantor under this Guaranty; (iii) to the fullest extent permitted by law, the benefit of any statute of limitations affecting its liability under or the enforcement of this Guaranty; (iv) any right to require PG&E to (A) proceed against or exhaust any insurance or security held from the Seller or any other party, or (B) pursue any other remedy available to PG&E; (v) any defense based on or arising out of any defense of the Seller other than payment in full of the amount(s) owed, including without limitation any defense based on or arising out of the disability of the Seller, the unenforceability of the indebtedness from any cause, or the cessation from any cause of the liability of the Seller, other than payment in full of the amount(s) owed. The Guarantor agrees that PG&E may, at its election, foreclose on any security held by PG&E, whether or not the means of foreclosure is commercially reasonable, or exercise any other right or remedy available to PG&E without affecting or impairing in any way the liability of the Guarantor under this Guaranty, except to the extent the amount(s) owed to PG&E by the Seller have been paid. The Guarantor further agrees that until all amounts owed by the Seller to PG&E are paid in full, even though such amounts may in total exceed the Guarantor’s liability hereunder, the Guarantor shall have no right of subrogation, waives any right to enforce any remedy that PG&E has or may have against the Seller, and waives any benefit of and any right to participation in any security from the Seller now or later held by the Guarantor. The Guarantor assumes all responsibility for keeping itself informed of the Seller’s financial condition and all other factors affecting the risks and liability assumed by the Guarantor hereunder, and PG&E shall have no duty to advise the Guarantor of information known to it regarding such risks.

Guarantor Waivers. The In the event that SELLER/MERCHANT violates its representations and warranties under the FACTORING AGREEMENT, PURCHASER may enforce its rights under this Agreement without first seeking to obtain payment from Merchant, any other guarantor, or any Collateral, Additional Collateral or Cross-Collateral PURCHASER may hold pursuant to this Agreement or any other guaranty. PURCHASER does not have to notify Guarantor hereby waives of any of the following events and Guarantor will not be released from its obligations under this Agreement if it is not notified of: (i) promptnessSELLER/MERCHANT'S violation of the representations and warranties of the FACTORING AGREEMENT or any renewal, diligenceextension or other modification of the FACTORING AGREEMENT. In addition, presentmentPURCHASER may take any of the following actions without releasing Guarantor from any of its obligations under this Agreement : (i) renew, demand of payment, protest, order and, except as set forth in paragraph (a) hereof, notice of any kind in connection with extend or otherwise modify the Contract and this GuarantyFACTORING AGREEMENT or SELLER/MERCHANT'S other obligations to PURCHASER; (ii) any requirement that PG&E exhaust any right release SELLER/MERCHANT from its obligations to take any action against the Seller or any other person prior to or contemporaneously with proceeding to exercise any right against the Guarantor under this GuarantyPURCHASER; (iii) to sell, release, impair, waive or otherwise execute upon any collateral securing the fullest extent permitted by law, the benefit of any statute of limitations affecting its liability under or the enforcement of this GuarantyGuaranteed Obligations ; and (iv) foreclose on any right to require PG&E to (A) proceed against or exhaust any insurance or security held from collateral securing the Seller Guaranteed Obligations or any other party, or (B) pursue any other remedy available to PG&E; (v) any defense based on or arising out of any defense guarantee of the Seller other than Guaranteed Obligations in a manner that impairs or precludes the right of Guarantor to obtain reimbursement for payment in full of the amount(s) owed, including without limitation any defense based on or arising out of the disability of the Seller, the unenforceability of the indebtedness from any cause, or the cessation from any cause of the liability of the Seller, other than payment in full of the amount(s) owed. The Guarantor agrees that PG&E may, at its election, foreclose on any security held by PG&E, whether or not the means of foreclosure is commercially reasonable, or exercise any other right or remedy available to PG&E without affecting or impairing in any way the liability of the Guarantor under this Guaranty, except Agreement. Until all obligations are fulfilled under the FACTORING AGREEMENT and SELLER/MERCHANT'S other obligations to PURCHASER under the extent the amount(s) owed to PG&E by the Seller have been paid. The Guarantor further agrees that until all amounts owed by the Seller to PG&E FACTORING AGREEMENT and this Agreement are paid in full, even though such amounts may in total exceed the Guarantor’s liability hereunder, the Guarantor shall have no right not seek reimbursement from Merchant or any other guarantor for any amounts paid by it under this Agreement. Guarantor permanently waives and shall not seek to exercise any of subrogation, waives any right to enforce any remedy the following rights that PG&E has or it may have against SELLER/MERCHANT, any other guarantor, or any collateral provided by SELLER/MERCHANT or any other guarantor, for any amounts paid by it, or acts performed by it, under this Agreement: (i) subrogation; (ii) reimbursement; (iii) performance; (iv) indemnification; or (v) contribution. In the Seller, and waives event that PURCHASER must return any benefit of and amount paid by SELLER/MERCHANT or any right to participation in any security from the Seller now or later held by the Guarantor. The Guarantor assumes all responsibility for keeping itself informed other guarantor of the Seller’s financial condition Guaranteed Obligations because that person has become subject to a proceeding under the United States Bankruptcy Code or any similar law, Guarantor's obligations under this Agreement shall include that amount. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE FACTORING AGREEMENT, THE GUARANTY, THE CONFESSION OF JUDGMENT, THE SECURITY AGREEMENT, OR ANY OTHER DOCUMENTS EXECUTED BY GUARANTOR IN CONNECTION WITH THE ADVANCE OF FUNDS TO SELLER, ALL PARTIES ACKNOWLEDGE THAT RECOURSE TO THE GUARANTOR AND THE GUARANTOR'S ASSETS IS PERMITTED ONLY FOR BREACHES OF THE REPRESENTATIONS AND WARRANTIES MADE BY THE SELLER IN THE FACTORING AGREEMENT. GUARANTOR ACKNOWLEDGEMENT. Guarantor acknowledges that: (i) He/She understands the seriousness of the provisions of this Agreement; (ii) He/She has had a full opportunity to consult with counsel of his/her choice; and all other factors affecting the risks and liability assumed by the Guarantor hereunder, and PG&E shall have no duty (iii) He/She has consulted with counsel of its choice or has decided not to advise the Guarantor avail himself/herself of information known to it regarding such risksthat opportunity.

Guarantor Waivers. The Guarantor hereby Trustor waives and relinquishes all rights and remedies accorded by applicable law to sureties or guarantors and agrees not to assert or take advantage of any such rights or remedies, including without limitation (ia) promptnessany right to require Beneficiary to proceed against Dunes or any other person or to proceed against or exhaust any security held by Beneficiary at any time or to pursue any other remedy in Beneficiary's power before exercising Beneficiary's remedies under this Deed of Trust, diligence(b) the defense of the statute of limitations in any action hereunder or in any action for the collection or performance of the Settlement Note, (c) demand, presentment, demand of payment, protest, order and, except as set forth in paragraph (a) hereof, protest and notice of any kind in connection with the Contract and this Guaranty; Settlement Note, (iid) any requirement rights and defenses arising out of an election of remedies by Beneficiary, even though that PG&E exhaust any right election of remedies, such as a nonjudicial foreclosure with respect to take any action against security for a guaranteed obligation, has destroyed or otherwise impaired the Seller or any other person prior to or contemporaneously with proceeding to exercise any right against the Guarantor under this Guaranty; (iii) to the fullest extent permitted by lawsubrogation rights of Trustor, the benefit right of any statute of limitations affecting its liability under or the enforcement of this Guaranty; (iv) any right Trustor to require PG&E to (A) proceed against or exhaust any insurance or security held from the Seller or any other partyDunes for reimbursement, or both, by operation of Section 580d of the Code of Civil Procedure or otherwise, (B) pursue any other remedy available to PG&E; (ve) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal, (f) any duty on the part of Beneficiary to disclose to Trustor any facts Beneficiary may now or arising out hereafter know about Dunes, regardless of whether Beneficiary has reason to believe that any such facts materially increase the risk beyond that which Trustor intends to assume, or has reason to believe that such facts are unknown to Trustor, or has a reasonable opportunity to communicate such facts to Trustor, since Trustor acknowledges that Trustor is fully responsible for being and keeping informed of the financial condition of Dunes and of all circumstances bearing on the risk of non-payment of the Settlement Note, (g) any defense arising because of Beneficiary's election, in any proceeding instituted under the Federal Bankruptcy Code, of the Seller other than payment in full application of Section 1111(b)(2) of the amount(sFederal Bankruptcy Code, and (h) owed, including without limitation any defense based on upon any borrowing or arising out grant of a security interest under Section 364 of the disability Federal Bankruptcy Code. Without limiting the generality of the Sellerforegoing, the unenforceability of the indebtedness from Trustor hereby expressly waives any cause, or the cessation from any cause of the liability of the Seller, other than payment in full of the amount(s) owed. The Guarantor agrees that PG&E may, at its election, foreclose on any security held by PG&E, whether or not the means of foreclosure is commercially reasonable, or exercise any other right or remedy and all benefits which might otherwise be available to PG&E without affecting or impairing in any way the liability of the Guarantor Trustor under this GuarantyCalifornia Civil Code Sections 2809, except to the extent the amount(s) owed to PG&E by the Seller have been paid. The Guarantor further agrees that until all amounts owed by the Seller to PG&E are paid in full2810, even though such amounts may in total exceed the Guarantor’s liability hereunder2819, the Guarantor shall have no right of subrogation2839, waives any right to enforce any remedy that PG&E has or may have against the Seller2845, 2849, 2850, 2899 and 3433, and waives any benefit California Code of Civil Procedure Sections 580a, 580b, 580d and any right to participation in any security from 726. This is a waiver within the Seller now or later held by the Guarantor. The Guarantor assumes all responsibility for keeping itself informed meaning of the Seller’s financial condition and all other factors affecting the risks and liability assumed by the Guarantor hereunder, and PG&E shall have no duty to advise the Guarantor of information known to it regarding such risksCalifornia Civil Code Section 2856.

Guarantor Waivers. The Guarantor hereby waives (i) promptness, diligence, presentment, demand and agrees not to assert or take advantage of payment, protest, order and, except as set forth in paragraph (a) hereof, notice any right or claim of right to cause a marshaling of any kind in connection with of Borrower’s assets or the Contract and this Guarantyassets of any other party now or hereafter held as security for the indebtedness; (iib) the defense of the statute of limitations in any action hereunder or for the payment of the indebtedness and performance of any obligation hereby guaranteed; (c) any requirement defense that PG&E exhaust may arise by reason of the incapacity, lack of authority, death or disability of Guarantor, any right to take any action against other guarantor of the Seller Loan, or Borrower or any other person prior or entity, or the voluntary or involuntary dissolution of Borrower or Guarantor, or the failure of Lender to file or contemporaneously with proceeding to exercise any right enforce a claim against the Guarantor under this Guaranty; estate (iii) to the fullest extent permitted by laweither in administration, the benefit of any statute of limitations affecting its liability under or the enforcement of this Guaranty; (iv) any right to require PG&E to (A) proceed against or exhaust any insurance or security held from the Seller Bankruptcy, or any other party, proceeding) of Borrower or (B) pursue any other remedy available to PG&Eperson or entity; (vd) any defense based on the failure of Lender to give notice of the existence, creation, or arising out incurring of any defense new or additional indebtedness or obligation, or of any action or nonaction on the part of any other person whomsoever, or any modification of the Seller other than payment in full terms of the amount(sLoan Documents, or the indebtedness, in connection with any obligation hereby guaranteed; (e) owed, including without limitation any defense based on upon an election of remedies by Lender which destroys or arising out otherwise impairs any subrogation rights of Guarantor or any other guarantor of the disability Loan or the right of Guarantor to proceed against Borrower or any other guarantor for reimbursement, or both; (f) any defense based upon failure of Lender to commence an action against Borrower; (g) any defense based upon acceptance of this Guaranty by Lender; (h) any defense based upon the invalidity or unenforceability of any of the Seller, the unenforceability Loan Documents; (i) any defense based upon any limitation of liability contained in any of the indebtedness from Loan Documents; (j) any cause, defense based upon any transfer by Borrower of all or the cessation from any cause part of the liability Collateral; (k) any defense based upon the failure of the Seller, other than payment in full of the amount(s) owed. The Guarantor agrees that PG&E may, at its election, foreclose on Lender to perfect any security held by PG&E, whether or not to extend or renew the means perfection of foreclosure is commercially reasonable, or exercise any security; and (l) any other right legal or remedy available equitable defenses whatsoever to PG&E without affecting or impairing in any way the liability of the which Guarantor under this Guaranty, except to the extent the amount(s) owed to PG&E by the Seller have been paid. The Guarantor further agrees that until all amounts owed by the Seller to PG&E are paid in full, even though such amounts may in total exceed the Guarantor’s liability hereunder, the Guarantor shall have no right of subrogation, waives any right to enforce any remedy that PG&E has or may have against the Seller, and waives any benefit of and any right to participation in any security from the Seller now or later held by the Guarantor. The Guarantor assumes all responsibility for keeping itself informed of the Seller’s financial condition and all other factors affecting the risks and liability assumed by the Guarantor hereunder, and PG&E shall have no duty to advise the Guarantor of information known to it regarding such risksmight otherwise be entitled.

Guarantor Waivers. The In the event that Merchant defaults under the Merchant Agreement, DDF may enforce its rights under this Agreement without first seeking to obtain payment from Merchant, any other guarantor, or any Collateral, Additional Collateral or Cross-Collateral DDF may hold pursuant to this Agreement or any other guaranty. DDF does not have to notify Guarantor hereby waives of any of the following events and Guarantor will not be released from its obligations under this Agreement if it is not notified of: (i) promptness, diligence, presentment, demand of payment, protest, order and, except as set forth in paragraph (a) hereof, notice of Merchant’s failure to pay timely any kind in connection with amount owed under the Contract and this GuarantyMerchant Agreement; (ii) any requirement that PG&E exhaust any right to take any action against the Seller adverse change in Merchant’s financial condition or any other person prior to or contemporaneously with proceeding to exercise any right against the Guarantor under this Guarantybusiness; (iii) to the fullest extent permitted by law, the benefit any sale or other disposition of any statute collateral securing the Guaranteed Obligations or any other guarantee of limitations affecting its liability under or the enforcement of this GuarantyGuaranteed Obligations; (iv) any right to require PG&E to (A) proceed against or exhaust any insurance or security held from the Seller or any other party, or (B) pursue any other remedy available to PG&EDDF's acceptance of this Agreement ; and (v) any defense based on renewal, extension or arising out of any defense other modification of the Seller Merchant Agreement or Merchant’s other than payment in full obligations to DDF . In addition, DDF may take any of the amount(sfollowing actions without releasing Guarantor from any of its obligations under this Agreement: (i) owedmodify the Merchant Agreement or Merchant’s other obligations to DDF ; (ii) release Merchant from its obligations to DDF ; (iii) sell, including without limitation release, impair, waive or otherwise fail to realize upon any defense based on collateral securing the Guaranteed Obligations or arising out any other guarantee of the disability of the Seller, the unenforceability of the indebtedness from any cause, or the cessation from any cause of the liability of the Seller, other than payment in full of the amount(sGuaranteed Obligations; and (iv) owed. The Guarantor agrees that PG&E may, at its election, foreclose on any security held by PG&E, whether collateral securing the Guaranteed Obligations or not the means of foreclosure is commercially reasonable, or exercise any other right or remedy available to PG&E without affecting or impairing in any way the liability guarantee of the Guaranteed Obligations in a manner that impairs or precludes the right of Guarantor to obtain reimbursement for payment under this Guaranty, except Agreement until the Receipts Purchased Amount and Merchant’s other obligations to DDF under the extent the amount(s) owed to PG&E by the Seller have been paid. The Guarantor further agrees that until all amounts owed by the Seller to PG&E Merchant Agreement and this Agreement are paid in full, even though such amounts may in total exceed the Guarantor’s liability hereunder, the . Guarantor shall have no right not seek reimbursement from Merchant or any other guarantor for any PROPERTY OF DDF FUNDING SERVICES, LLC 6 amounts paid by it under this Agreement. Guarantor permanently waives and shall not seek to exercise any of subrogation, waives any right to enforce any remedy the following rights that PG&E has or it may have against Merchant, any other guarantor, or any collateral provided by Merchant or any other guarantor, for any amounts paid by it, or acts performed by it, under this Agreement: (i) subrogation ; (ii) reimbursement; (iii) performance; (iv) indemnification; or (v) contribution. In the Seller, and waives event that DDF must return any benefit of and amount paid by Merchant or any right to participation in any security from the Seller now or later held by the Guarantor. The Guarantor assumes all responsibility for keeping itself informed other guarantor of the SellerGuaranteed Obligations because that person has become subject to a proceeding under the United States Bankruptcy Code or any similar law, Guarantor’s financial condition and all other factors affecting the risks and liability assumed by the Guarantor hereunder, and PG&E obligations under this Agreement shall have no duty to advise the Guarantor of information known to it regarding such risksinclude that amount.

Guarantor Waivers. The If any Event of Default takes place under the Agreement, then TVT may enforce its rights under this Guarantee without first seeking to obtain payment from any Merchant, any other guarantor, or any Collateral or Cross -Collateral TVT may hold pursuant to this Guarantee or any other agreement or guarantee. TVT does not have to notify any Guarantor hereby waives of any of the following events and Guarantor(s) will not be released from its obligations under this Guarantee even if it is not notified of: (i) promptness, diligence, presentment, demand of payment, protest, order and, except as set forth in paragraph (a) hereof, notice of any kind in connection with Merchant’s failure to pay timely any amount owed under the Contract and this GuarantyAgreement; (ii) any requirement that PG&E exhaust adverse change in any right to take any action against the Seller Merchant’s financial condition or any other person prior to or contemporaneously with proceeding to exercise any right against the Guarantor under this Guarantybusiness; (iii) to the fullest extent permitted by law, the benefit any sale or other disposition of any statute collateral securing the Guaranteed Obligations or any other guarantee of limitations affecting its liability under or the enforcement of this GuarantyGuaranteed Obligations; (iv) TVT’s acceptance of the Agreement with any right to require PG&E to (A) proceed against or exhaust any insurance or security held from the Seller or any other party, or (B) pursue any other remedy available to PG&EMerchant; and (v) any defense based on renewal, extension, or arising out of any defense other modification of the Seller Agreement or any Merchant’s other than payment in full obligations to TVT. In addition, TVT may take any of the amount(sfollowing actions without releasing any Guarantor from any obligations under this Guarantee: (i) owedrenew, including without limitation extend, or otherwise modify the Agreement or any defense based on Merchant’s other obligations to TVT; (ii) if there is more than one Merchant, release a Merchant from its obligations to TVT such that at least one Merchant remains obligated to TVT; (iii) sell, release, impair, waive, or arising out otherwise fail to realize upon any collateral securing the Guaranteed Obligations or any other guarantee of the disability of the Seller, the unenforceability of the indebtedness from any cause, or the cessation from any cause of the liability of the Seller, other than payment in full of the amount(sGuaranteed Obligations; and (iv) owed. The Guarantor agrees that PG&E may, at its election, foreclose on any security held by PG&E, whether collateral securing the Guaranteed Obligations or not the means of foreclosure is commercially reasonable, or exercise any other right or remedy available to PG&E without affecting or impairing in any way the liability guarantee of the Guaranteed Obligations in a manner that impairs or precludes the right of Guarantor to obtain reimbursement for payment under the Agreement. Until the Receivables Purchased Amount and each Merchant’s other obligations to TVT under the Agreement and this Guaranty, except to the extent the amount(s) owed to PG&E by the Seller have been paid. The Guarantor further agrees that until all amounts owed by the Seller to PG&E Guarantee are paid in full, even though such amounts may in total exceed the Guarantor’s liability hereunder, the each Guarantor shall have no right not seek reimbursement from any Merchant or any other guarantor for any amounts paid by it under the Agreement. Each Guarantor permanently waives and shall not seek to exercise any of subrogation, waives any right to enforce any remedy the following rights that PG&E has or it may have against the Sellerany Merchant, and waives any benefit of and other guarantor, or any right to participation in collateral provided by any security from the Seller now Merchant or later held any other guarantor, for any amounts paid by the Guarantorit or acts performed by it under this Guarantee: (i) subrogation; (ii) reimbursement; (iii) performance; (iv) indemnification; or (v) contribution. The Guarantor assumes all responsibility for keeping itself informed of the Seller’s financial condition and all other factors affecting the risks and liability assumed by the Guarantor hereunder, and PG&E shall have no duty to advise the Guarantor of information known to it regarding such risksG4.

Guarantor Waivers. The In the event that Merchant fails to make a payment or perform any obligation when due under the Merchant Agreement, FUNDER may enforce its rights under this Agreement without first seeking to obtain payment from Merchant, any other guarantor, or any Collateral, Additional Collateral or Cross-Collateral FUNDER may hold pursuant to this Agreement or any other guaranty. FUNDER does not have to notify Guarantor hereby waives of any of the following events and Guarantor will not be released from its obligations under this Agreement if it is not notified of: (i) promptness, diligence, presentment, demand of payment, protest, order and, except as set forth in paragraph (a) hereof, notice of Merchant's failure to pay timely any kind in connection with amount owed under the Contract and this GuarantyMerchant Agreement; (ii) any requirement that PG&E exhaust any right to take any action against the Seller adverse change in Merchant's financial condition or any other person prior to or contemporaneously with proceeding to exercise any right against the Guarantor under this Guarantybusiness; (iii) to the fullest extent permitted by law, the benefit any sale or other disposition of any statute collateral securing the Guaranteed Obligations or any other guarantee of limitations affecting its liability under or the enforcement of this GuarantyGuaranteed Obligations; (iv) any right to require PG&E to (A) proceed against or exhaust any insurance or security held from the Seller or any other party, or (B) pursue any other remedy available to PG&EFUNDER's acceptance of this Agreement ; and (v) any defense based on renewal, extension or arising out of any defense other modification of the Seller Merchant Agreement or Merchant's other than payment in full obligations to FUNDER. In addition, FUNDER may take any of the amount(sfollowing actions without releasing Guarantor from any of its obligations under this Agreement : (i) owedrenew, including without limitation extend or otherwise modify the Merchant Agreement or Merchant's other obligations to FUNDER; (ii) release Merchant from its obligations to FUNDER; (iii) sell, release, impair, waive or otherwise fail to realize upon any defense based on collateral securing the Guaranteed Obligations or arising out any other guarantee of the disability of the Seller, the unenforceability of the indebtedness from any cause, or the cessation from any cause of the liability of the Seller, other than payment in full of the amount(sGuaranteed Obligations; and (iv) owed. The Guarantor agrees that PG&E may, at its election, foreclose on any security held by PG&E, whether collateral securing the Guaranteed Obligations or not the means of foreclosure is commercially reasonable, or exercise any other right or remedy available to PG&E without affecting or impairing in any way the liability guarantee of the Guaranteed Obligations in a manner that impairs or precludes the right of Guarantor to obtain reimbursement for payment under this Guaranty, except Agreement. Until the Merchant Amount plus any accrued but unpaid interest and Merchant's other obligations to FUNDER under the extent the amount(s) owed to PG&E by the Seller have been paid. The Guarantor further agrees that until all amounts owed by the Seller to PG&E Merchant Agreement and this Agreement are paid in full, even though such amounts may in total exceed the Guarantor’s liability hereunder, the Guarantor shall have no right not seek reimbursement from Merchant or any other guarantor for any amounts paid by it under this Agreement. Guarantor permanently waives and shall not seek to exercise any of subrogation, waives any right to enforce any remedy the following rights that PG&E has or it may have against the SellerMerchant, and waives any benefit of and other guarantor, or any right to participation in collateral provided by Merchant or any security from the Seller now other guarantor, for any amounts paid by it, or later held acts performed by the Guarantor. The Guarantor assumes all responsibility for keeping itself informed of the Seller’s financial condition and all other factors affecting the risks and liability assumed by the Guarantor hereunderit, and PG&E shall have no duty to advise the Guarantor of information known to it regarding such risks.under this Agreement: (i) subrogation ; (ii) reimbursement;

Guarantor Waivers. The In the event that Borrower fails to perform any obligation when due under the Loan Agreement, Lender may enforce its rights under this Agreement without first seeking to obtain payment from Borrower, any other guarantor, or any Collateral, Additional Collateral or Cross-Collateral Lender may hold pursuant to this Agreement or any other guaranty. Lender does not have to notify Guarantor hereby waives of any of the following events and Guarantor will not be released from its obligations under this Agreement if it is not notified of: (i) promptness, diligence, presentment, demand of payment, protest, order and, except as set forth in paragraph (a) hereof, notice of Borrower’s failure to pay timely any kind in connection with amount owed under the Contract and this GuarantyLoan Agreement; (ii) any requirement that PG&E exhaust any right to take any action against the Seller adverse change in Borrower’s financial condition or any other person prior to or contemporaneously with proceeding to exercise any right against the Guarantor under this Guarantybusiness; (iii) to the fullest extent permitted by law, the benefit any sale or other disposition of any statute collateral securing the Guaranteed Obligations or any other guarantee of limitations affecting its liability under or the enforcement of this GuarantyGuaranteed Obligations; (iv) any right to require PG&E to (A) proceed against or exhaust any insurance or security held from the Seller or any other party, or (B) pursue any other remedy available to PG&ELender’s acceptance of this Agreement; and (v) any defense based on renewal, extension or arising out of any defense other modification of the Seller Loan Agreement or Borrower’s other than payment in full obligations to Lender. In addition, Lender may take any of the amount(sfollowing actions without releasing Guarantor from any of its obligations under this Agreement: (i) owedrenew, including without limitation extend or otherwise modify the Loan Agreement or Borrower’s other obligations to Lender; (ii) release Borrower from its obligations to Lender; (iii) sell, release, impair, waive or otherwise fail to realize upon any defense based on collateral securing the Guaranteed Obligations or arising out any other guarantee of the disability of the Seller, the unenforceability of the indebtedness from any cause, or the cessation from any cause of the liability of the Seller, other than payment in full of the amount(sGuaranteed Obligations; and (iv) owed. The Guarantor agrees that PG&E may, at its election, foreclose on any security held by PG&E, whether collateral securing the Guaranteed Obligations or not the means of foreclosure is commercially reasonable, or exercise any other right or remedy available to PG&E without affecting or impairing in any way the liability guarantee of the Guaranteed Obligations in a manner that impairs or precludes the right of Guarantor to obtain reimbursement for payment under this Guaranty, except Agreement. Until the Final Loan Amount and Borrower’s other obligations to Lender under the extent the amount(s) owed to PG&E by the Seller have been paid. The Guarantor further agrees that until all amounts owed by the Seller to PG&E Loan Agreement and this Agreement are paid in full, even though such amounts may in total exceed the Guarantor’s liability hereunder, the Guarantor shall have no right not seek reimbursement from Borrower or any other guarantor for any amounts paid by it under this Agreement. Guarantor permanently waives and shall not seek to exercise any of subrogation, waives any right to enforce any remedy the following rights that PG&E has or it may have against Borrower, any other guarantor, or any collateral provided by Borrower or any other guarantor, for any amounts paid by it, or acts performed by it, under this Agreement: (i) subrogation; (ii) reimbursement; (iii) performance; (iv) indemnification; or (v) contribution. In the Seller, and waives event that Lender must return any benefit of and amount paid by Borrower or any right to participation in any security from the Seller now or later held by the Guarantor. The Guarantor assumes all responsibility for keeping itself informed other guarantor of the SellerGuaranteed Obligations because that person has become subject to a proceeding under the United States Bankruptcy Code or any similar law, Guarantor’s financial condition obligations under this Agreement shall include that amount. Guarantor Acknowledgement. Guarantor acknowledges that: (i) He/She understands the seriousness of the provisions of this Agreement; (ii) He/She has had a full opportunity to consult with counsel of his/her choice; and all other factors affecting the risks and liability assumed by the Guarantor hereunder, and PG&E shall have no duty (iii) He/She has consulted with counsel of its choice or has decided not to advise the Guarantor avail himself/herself of information known to it regarding such risksthat opportunity.

Guarantor Waivers. The In the event of a breach of the above, GCF may seek recovery from Guarantors for all of GCF losses and damages by enforcement of GCF rights under this Agreement without first seeking to obtain payment from Merchant, any other guarantor, or any Collateral or Additional Collateral GCF may hold pursuant to this Agreement or any other guaranty. GCF does not have to notify Guarantor hereby waives of any of the following events and Guarantor will not be released from its obligations under this Agreement if it is not notified of: (i) promptness, diligence, presentment, demand of payment, protest, order and, except as set forth in paragraph (a) hereof, notice of Merchant's failure to pay timely any kind in connection with amount owed under the Contract and this GuarantyMerchant Agreement; (ii) any requirement that PG&E exhaust any right to take any action against the Seller adverse change in Merchant's financial condition or any other person prior to or contemporaneously with proceeding to exercise any right against the Guarantor under this Guarantybusiness; (iii) to the fullest extent permitted by law, the benefit any sale or other disposition of any statute collateral securing the Guaranteed Obligations or any other guaranty of limitations affecting its liability under or the enforcement of this GuarantyGuaranteed Obligations; (iv) any right to require PG&E to (A) proceed against or exhaust any insurance or security held from the Seller or any other party, or (B) pursue any other remedy available to PG&EGCF acceptance of this Agreement; and (v) any defense based on renewal, extension or arising out of any defense other modification of the Seller Merchant Agreement or Merchant's other than payment in full obligations to GCF. In addition, GCF may take any of the amount(sfollowing actions without releasing Guarantor from any of its obligations under this Agreement: (i) owedrenew, including without limitation extend or otherwise modify the Merchant Agreement or Merchant's other obligations to GCF; (ii) release Merchant from its obligations to GCF; (iii) sell, release, impair, waive or otherwise fail to realize upon any defense based on collateral securing the Guaranteed Obligations or arising out any other guaranty of the disability of the Seller, the unenforceability of the indebtedness from any cause, or the cessation from any cause of the liability of the Seller, other than payment in full of the amount(sGuaranteed Obligations; and (iv) owed. The Guarantor agrees that PG&E may, at its election, foreclose on any security held by PG&E, whether collateral securing the Guaranteed Obligations or not the means of foreclosure is commercially reasonable, or exercise any other right or remedy available to PG&E without affecting or impairing in any way the liability guaranty of the Guaranteed Obligations in a manner that impairs or precludes the right of Guarantor to obtain reimbursement for payment under this Guaranty, except Agreement. Until the Merchant Amount plus any accrued but unpaid interest and Merchant's other obligations to GCF under the extent the amount(s) owed to PG&E by the Seller have been paid. The Guarantor further agrees that until all amounts owed by the Seller to PG&E Merchant Agreement and this Agreement are paid in full, even though such amounts may in total exceed the Guarantor’s liability hereunder, the Guarantor shall have no right not seek reimbursement from Merchant or any other guarantor for any amounts paid by it under this Agreement. Guarantor permanently waives and shall not seek to exercise any of subrogation, waives any right to enforce any remedy the following rights that PG&E has or it may have against Merchant, any other guarantor, or any collateral provided by Merchant or any other guarantor, for any amounts paid by it, or acts performed by it, under this Agreement: (i) subrogation; (ii) reimbursement; (iii) performance; (iv) indemnification; or (v) contribution. In the Seller, and waives event that GCF must return any benefit of and amount paid by Merchant or any right to participation in any security from the Seller now or later held by the Guarantor. The Guarantor assumes all responsibility for keeping itself informed other guarantor of the Seller’s financial condition and all other factors affecting Guaranteed Obligations because that person has become subject to a proceeding under the risks and liability assumed by the Guarantor hereunderUnited States Bankruptcy Code or any similar law, and PG&E Guarantor's obligations under this Agreement shall have no duty to advise the Guarantor of information known to it regarding such risksinclude that amount.

Guarantor Waivers. The Guarantor hereby waives fully and completely waives, releases and relinquishes: (ia) promptnessall notices to Guarantor, diligenceto Seller, presentmentor to any other person or entity, including, without limitation, notices of the acceptance of this Guaranty, or the creation, renewal, extension, modification or accrual of any of the Obligations under the Repurchase Documents and, except to the extent set forth herein, enforcement of any right or remedy with respect thereto, and notice of any other matters relating thereto; (b) diligence and demand of payment, presentment, protest, order and, except as set forth in paragraph (a) hereof, dishonor and notice of any kind in connection with the Contract and this Guarantydishonor; (iic) any requirement that PG&E exhaust any right to take any action against the Seller or any other person prior to or contemporaneously with proceeding to exercise any right against the Guarantor under this Guaranty; (iii) to the fullest extent permitted by law, the benefit of any statute of limitations affecting its Guarantor’s liability under hereunder or the enforcement of this Guarantythereof; (ivd) all defenses and claims based on principles of suretyship and/or guaranty; (e) any right to require PG&E to and all benefits under ARS Sections 12-1641 through 12-1646, Section 44-142, and Rule 17(e) of the Arizona Rules of Civil Procedure, as now enacted or hereafter modified, amended or replaced; and (Af) proceed against any “one action” or exhaust “anti-deficiency” law. Notwithstanding any insurance or foreclosure of the lien of any security held from the Seller or any other partyagreement, deed of trust, mortgage, or (B) pursue other security instrument with respect to any other remedy available to PG&E; (v) any defense based on or arising out all of any defense real or personal property secured thereby, whether by the exercise of the Seller other than payment power of sale, by an action for judicial foreclosure or by an acceptance of a deed in full lieu of the amount(s) owedforeclosure, including without limitation any defense based on or arising out of the disability of the Seller, the unenforceability of the indebtedness from any cause, or the cessation from any cause of the liability of the Seller, other than payment in full of the amount(s) owed. The Guarantor agrees that PG&E may, at its election, foreclose on any security held by PG&E, whether or not the means of foreclosure is commercially reasonable, or exercise any other right or remedy available to PG&E without affecting or impairing in any way the liability of the Guarantor shall remain bound under this Guaranty, except to the extent the amount(s) owed to PG&E by the Seller have been paid. The Guarantor further agrees that until all amounts owed by Buyer may enforce this Guaranty upon the occurrence and during the continuation of a default or an Event of Default under the Repurchase Agreement or the Repurchase Documents (as Event of Default is defined in the Repurchase Agreement), notwithstanding the existence of any dispute between Seller and Buyer with respect to PG&E are paid in full, even though such amounts may in total exceed the Guarantor’s liability hereunderexistence of a default or Event of Default or performance of the Obligations under the Repurchase Documents, the Guaranteed Obligations or any counterclaim, set-off or other claim which Seller may allege against Buyer with respect thereto. Moreover, Guarantor agrees that its obligations shall have no right not be affected by any circumstances which constitute a legal or equitable discharge of subrogation, waives any right to enforce any remedy that PG&E has a guarantor or may have against the Seller, and waives any benefit of and any right to participation in any security from the Seller now or later held by the Guarantor. The Guarantor assumes all responsibility for keeping itself informed of the Seller’s financial condition and all other factors affecting the risks and liability assumed by the Guarantor hereunder, and PG&E shall have no duty to advise the Guarantor of information known to it regarding such riskssurety.

Guarantor Waivers. The To the extent permitted by applicable law, Guarantor hereby waives (i) promptness, diligence, presentment, demand of payment, protest, order and, except to the extent any obligation of the Borrower under the Loan Documents or any other document executed and/or delivered in connection therewith shall be treated for any purposes as set forth in paragraph a guarantee of obligations of another (including, without limitation, the other Borrower), each party constituting Borrower hereby agrees as follows (for the purposes of the following provisions of this Section 10.23, the "Guarantor" shall include the term "Borrower" to the extent Borrower is treated for any purpose as a guarantor as applicable): (a) hereofThis Section 10.23 shall be effective as a waiver of, notice and Guarantor hereby expressly waives, any and all rights to which Guarantor may otherwise have been entitled under any suretyship laws in effect from time to time, including any rights pursuant to Rule 31 of any kind in connection with the Contract Texas Rules of Civil Procedure, Section 17.001 of the Texas Civil Practice and this GuarantyRemedies Code, and Chapter 34 of the Texas Business and Commerce Code. (b) IT IS SPECIFICALLY INTENDED BY GUARANTOR AND LENDER THAT ALL INDEMNITY OBLIGATIONS AND LIABILITIES ASSUMED BY THE GUARANTOR HEREUNDER OR UNDER ANY GUARANTEE BE WITHOUT LIMIT AND WITHOUT REGARD TO THE CAUSE OR CAUSES THEREOF (INCLUDING PREEXISTING CONDITIONS), STRICT LIABILITY, OR THE NEGLIGENCE OF ANY PARTY OR PARTIES (INCLUDING LENDER) WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, ACTIVE OR PASSIVE, THE PARTIES SPECIFICALLY INTEND THAT LENDER IS TO BE INDEMNIFIED AGAINST LENDER'S OWN NEGLIGENCE. (c) IN ACCORDANCE WITH CALIFORNIA CIVIL CODE SECTION 2856: (I) GUARANTOR WAIVES ALL RIGHTS OF SUBROGATION, REIMBURSEMENT, INDEMNIFICATION, CONTRIBUTION AND ANY OTHER RIGHTS AND DEFENSES THAT ARE OR MAY BECOME AVAILABLE TO GUARANTOR OR OTHER SURETY BY REASON OF CALIFORNIA CIVIL CODE SECTIONS 2787 TO 2855 INCLUSIVE, OR OTHERWISE. (II) GUARANTOR WAIVES ALL RIGHTS AND DEFENSES THAT GUARANTOR MAY HAVE BECAUSE BORROWER'S DEBT IS SECURED BY REAL PROPERTY. THIS MEANS, AMONG OTHER THINGS: (Y) LENDER MAY COLLECT FROM GUARANTOR WITHOUT FIRST FORECLOSING ON ANY REAL OR PERSONAL PROPERTY COLLATERAL PLEDGED BY THE BORROWER. (Z) IF LENDER FORECLOSES ON ANY REAL PROPERTY COLLATERAL PLEDGED BY THE BORROWER; (ii) any requirement that PG&E exhaust any right to take any action against the Seller or any other person prior to or contemporaneously with proceeding to exercise any right against the Guarantor under this Guaranty; (iii) to the fullest extent permitted by law, the benefit of any statute of limitations affecting its liability under or the enforcement of this Guaranty; (iv) any right to require PG&E to (A) proceed against or exhaust any insurance or security held from the Seller or any other partyTHE AMOUNT OF THE DEBT MAY BE REDUCED ONLY BY THE PRICE FOR WHICH THE COLLATERAL IS SOLD AT THE FORECLOSURE SALE, or EVEN IF THE COLLATERAL IS WORTH MORE THAN THE SALE PRICE. (B) pursue any other remedy available to PG&E; LENDER MAY COLLECT FROM GUARANTOR EVEN IF THE LENDER, BY FORECLOSING ON THE REAL PROPERTY COLLATERAL, HAS DESTROYED ANY RIGHT GUARANTOR MAY HAVE TO COLLECT FROM THE BORROWER. THIS IS AN UNCONDITIONAL AND IRREVOCABLE WAIVER OF ANY RIGHTS AND DEFENSES THE GUARANTOR MAY HAVE BECAUSE THE BORROWER'S DEBT IS SECURED BY REAL PROPERTY. THESE RIGHTS AND DEFENSES INCLUDE, BUT ARE NOT LIMITED TO, ANY RIGHTS OR DEFENSES BASED UPON SECTION 580a, 580b, 580d, OR 726 OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. (vIII) any defense based on or arising out of any defense of the Seller other than payment GUARANTOR WAIVES ALL RIGHTS AND DEFENSES ARISING OUT OF AN ELECTION OF REMEDIES BY LENDER, EVEN THOUGH THAT ELECTION OF REMEDIES, SUCH AS A NONJUDICIAL FORECLOSURE WITH RESPECT TO SECURITY FOR A GUARANTEED OBLIGATION, HAS DESTROYED THE GUARANTOR'S RIGHTS OF SUBROGATION AND REIMBURSEMENT AGAINST THE BORROWER BY THE OPERATION OF SECTION 580d OF THE CALIFORNIA CODE OF CIVIL PROCEDURE OR OTHERWISE. (d) Nothing contained in full of the amount(s) owed, including without limitation any defense based on or arising out of the disability of the Seller, the unenforceability of the indebtedness from any cause, or the cessation from any cause of the liability of the Seller, other than payment in full of the amount(s) owed. The Guarantor agrees that PG&E may, at its election, foreclose on any security held by PG&E, whether or not the means of foreclosure is commercially reasonable, or exercise any other right or remedy available to PG&E without affecting or impairing this Section 10.23 shall in any way be deemed to affect the liability provisions of the Guarantor under this Guaranty, except to the extent the amount(s) owed to PG&E by the Seller have been paidSection 10.3 hereof. The Guarantor further agrees that until all amounts owed by the Seller to PG&E are paid in full, even though such amounts may in total exceed the Guarantor’s liability hereunder, the Guarantor shall have no right of subrogation, waives any right to enforce any remedy that PG&E has or may have against the Seller, and waives any benefit of and any right to participation in any security from the Seller now or later held by the Guarantor. The Guarantor assumes all responsibility for keeping itself informed of the Seller’s financial condition and all other factors affecting the risks and liability assumed by the Guarantor hereunder, and PG&E shall have no duty to advise the Guarantor of information known to it regarding such risks.Section 10.24

Guarantor Waivers. The Guarantor hereby waives (i) promptness, diligence, presentment, demand of payment, protestfiling of claims with a court in the event of receivership or bankruptcy of Customer, order andprotest or notice with respect to the Obligations and all demands whatsoever, and covenants that this Guaranty will not be discharged, except as set forth in paragraph (a) hereof, notice by complete performance of any kind in connection with the Contract obligations and this Guarantyliabilities contained herein; (ii) any requirement suretyship defenses such that PG&E exhaust Guarantor might have under the laws of Delaware, Illinois or any other state and any right to take any action against defense based upon any statute or rule of law which provides that the Seller or any obligations of a surety must be neither larger in amount nor in other person prior to or contemporaneously with proceeding to exercise any right against respects more burdensome than that of the Guarantor under this Guarantyprincipal; (iii) to notice of the fullest extent permitted by law, the benefit creation and existence of any statute and all of limitations affecting its liability the Obligations of the Customer under or the enforcement Purchase Agreement, and of any security therefore, and of the acceptance of this Guaranty, or of extensions of credit or indulgences hereunder or of any other matters or things whatsoever relating hereto; (iv) any right to require PG&E to (A) proceed against requirement that Wintrust protect, secure, perfect or insure any security interest or lien or any property subject thereto or exhaust any insurance right or security held from the Seller take any action with respect to any person, entity or any other party, or (B) pursue any other remedy available to PG&Eproperty; (v) any defense based on or arising out circumstance (including, without limitation, disability, insolvency, lack of authority or power, insanity, death or dissolution) which might otherwise constitute a legal or equitable discharge of such Guarantor’s liability under this Guaranty; (vi) any defense requirement, substantive or procedural, that (a) Wintrust first enforce any rights or remedies against Customer or any other person or entity liable to Wintrust for all or any part of the Seller Obligations of Customer under the Purchase Agreement, including, without limitation, that a judgment first be rendered against Customer or any other than payment person or entity, or that Customer or any other person or entity should be joined in full such cause; or (b) Wintrust first enforce rights against any collateral, security, property liens or other rights or remedies of Wintrust, which shall have been given to secure all or any part of the amount(s) owed, including Obligations of Customer under the Purchase Agreement or of Guarantor under this Guaranty (such waiver to be without limitation any defense based on or arising out of the disability of the Seller, the unenforceability of the indebtedness from any cause, or the cessation from any cause of the liability of the Seller, other than payment in full of the amount(s) owed. The Guarantor agrees that PG&E mayprejudice to Wintrust’ right, at its electionoption, foreclose on to proceed against Customer or any security held by PG&Eother person or entity, whether by separate action or not by joinder); (vii) any defense given to sureties or guarantors at law or in equity; and (viii) any rights to extension, composition or otherwise under the means of foreclosure is commercially reasonableBankruptcy Code or any amendments thereto, or exercise under any state or other right or remedy available to PG&E without affecting or impairing in any way the liability of the Guarantor under this Guaranty, except to the extent the amount(s) owed to PG&E by the Seller have been paidfederal statute. The Guarantor further agrees that until all amounts owed by the Seller to PG&E are paid in full, even though such amounts may in total exceed the Guarantor’s liability hereunder, the Guarantor shall have no right of subrogation, waives any right to enforce any remedy that PG&E has or may have against the Seller, and waives any benefit of and any right to participation in any security from the Seller now or later held by the Guarantor. The Guarantor assumes all responsibility for keeping itself informed of the Seller’s financial condition and all other factors affecting the risks and liability assumed by the Guarantor hereunder, and PG&E shall have no duty to advise the Guarantor of information known to it regarding such risks.1.7

Guarantor Waivers. The Purchaser does not have to notify Guarantor hereby waives of any of the following events and Guarantor will not be released from its obligations under the Agreement and this Performance Guaranty if it is not notified of: (i) promptness, diligence, presentment, demand of payment, protest, order and, except as set forth in paragraph (a) hereof, notice of Seller ’s failure to pay timely perform any kind in connection with obligation under the Contract and this GuarantyAgreement; (ii) any requirement that PG&E exhaust adverse change in Seller ’s financial condition or business; (iii) Purchaser’s acceptance of the Agreement; and (iv) any right renewal, extension or other modification of the Agreement or Seller ’s other obligations to Purchaser. I n addition, Purchaser may take any action against of the following actions without releasing Guarantor from any of its obligations under the Agreement and this Performance Guaranty: (i) renew, extend or otherwise modify the Agreement or Seller ’s other obligations to Purchaser; and (ii) release Seller from its obligations to Purchaser. Guarantor shall not seek reimbursement from Seller or any other person prior to guarantor for any amounts paid by it under the Agreement or contemporaneously with proceeding this Performance Guaranty. Guarantor permanently waives and shall not seek to exercise any right of the following rights that it may have against Seller, or any other guarantor, for any amounts paid by it, or acts performed by it, under the Guarantor under Agreement or this Performance Guaranty: (i) subrogation; (ii) reimbursement; (iii) to the fullest extent permitted by law, the benefit of any statute of limitations affecting its liability under or the enforcement of this Guarantyperformance; (iv) indemnification; or (v) contribution. I n the event that Purchaser must return any right to require PG&E to (A) proceed against or exhaust any insurance or security held from the amount paid by Seller or any other party, or (B) pursue any other remedy available to PG&E; (v) any defense based on or arising out of any defense guarantor of the Seller other than payment in full of Guaranteed Obligations because that person has become subject to a proceeding under the amount(s) owedUnited States Bankruptcy Code or any similar law, including without limitation any defense based on or arising out of the disability of the Seller, the unenforceability of the indebtedness from any cause, or the cessation from any cause of the liability of the Seller, other than payment in full of the amount(s) owed. The Guarantor agrees that PG&E may, at its election, foreclose on any security held by PG&E, whether or not the means of foreclosure is commercially reasonable, or exercise any other right or remedy available to PG&E without affecting or impairing in any way the liability of the Guarantor under this Guaranty, except to the extent the amount(s) owed to PG&E by the Seller have been paid. The Guarantor further agrees that until all amounts owed by the Seller to PG&E are paid in full, even though such amounts may in total exceed the Guarantor’s liability hereunder, obligations under the Guarantor Agreement and this Performance Guaranty shall have no right of subrogation, waives any right to enforce any remedy include that PG&E has or may have against the Seller, and waives any benefit of and any right to participation in any security from the Seller now or later held by the Guarantor. The Guarantor assumes all responsibility for keeping itself informed of the Seller’s financial condition and all other factors affecting the risks and liability assumed by the Guarantor hereunder, and PG&E shall have no duty to advise the Guarantor of information known to it regarding such risksamount.

Guarantor Waivers. The If SA2 considers any Event of Default to have taken place under the Agreement, then SA2 may enforce its rights under this Guarantee without first seeking to obtain payment from any Merchant, any other guarantor, or any Collateral or Cross‐Collateral SA2 may hold pursuant to this Guarantee or any other agreement or guarantee. SA2 does not have to notify any Guarantor hereby waives of any of the following events and Guarantor(s) will not be released from its obligations under this Guarantee even if it is not notified of: (i) promptness, diligence, presentment, demand of payment, protest, order and, except as set forth in paragraph (a) hereof, notice of any kind in connection with Merchant’s failure to pay timely any amount owed under the Contract and this GuarantyAgreement; (ii) any requirement that PG&E exhaust adverse change in any right to take any action against the Seller Merchant’s financial condition or any other person prior to or contemporaneously with proceeding to exercise any right against the Guarantor under this Guarantybusiness; (iii) to the fullest extent permitted by law, the benefit any sale or other disposition of any statute collateral securing the Guaranteed Obligations or any other guarantee of limitations affecting its liability under or the enforcement of this GuarantyGuaranteed Obligations; (iv) SA2’s acceptance of the Agreement with any right to require PG&E to (A) proceed against or exhaust any insurance or security held from the Seller or any other party, or (B) pursue any other remedy available to PG&EMerchant; and (v) any defense based on renewal, extension, or arising out of any defense other modification of the Seller Agreement or any Merchant’s other than payment in full obligations to SA2. In addition, SA2 may take any of the amount(sfollowing actions without releasing any Guarantor from any obligations under this Guarantee: (i) owedrenew, including without limitation extend, or otherwise modify the Agreement or any defense based on Merchant’s other obligations to SA2; (ii) if there is more than one Merchant, release a Merchant from its obligations to SA2 such that at least one Merchant remains obligated to SA2; (iii) sell, release, impair, waive, or arising out otherwise fail to realize upon any collateral securing the Guaranteed Obligations or any other guarantee of the disability of the Seller, the unenforceability of the indebtedness from any cause, or the cessation from any cause of the liability of the Seller, other than payment in full of the amount(sGuaranteed Obligations; and (iv) owed. The Guarantor agrees that PG&E may, at its election, foreclose on any security held by PG&E, whether collateral securing the Guaranteed Obligations or not the means of foreclosure is commercially reasonable, or exercise any other right or remedy available to PG&E without affecting or impairing in any way the liability guarantee of the Guaranteed Obligations in a manner that impairs or precludes the right of Guarantor to obtain reimbursement for payment under the Agreement. Until the Receivables Purchased Amount and each Merchant’s other obligations to SA2 under the Agreement and this Guaranty, except to the extent the amount(s) owed to PG&E by the Seller have been paid. The Guarantor further agrees that until all amounts owed by the Seller to PG&E Guarantee are paid in full, even though such amounts may in total exceed the Guarantor’s liability hereunder, the each Guarantor shall have no right not seek reimbursement from any Merchant or any other guarantor for any amounts paid by it under the Agreement. Each Guarantor permanently waives and shall not seek to exercise any of subrogation, waives any right to enforce any remedy the following rights that PG&E has or it may have against the Sellerany Merchant, and waives any benefit of and other guarantor, or any right to participation in collateral provided by any security from the Seller now Merchant or later held any other guarantor, for any amounts paid by the Guarantor. The Guarantor assumes all responsibility for keeping itself informed of the Seller’s financial condition and all other factors affecting the risks and liability assumed it or acts performed by the Guarantor hereunder, and PG&E shall have no duty to advise the Guarantor of information known to it regarding such risksunder this Guarantee: (i) subrogation; (ii) reimbursement; (iii) performance; (iv) indemnification; or (v) contribution.

Guarantor Waivers. The Guarantor hereby Trustor waives and relinquishes all rights and remedies accorded by applicable law to sureties or guarantors and agrees not to assert or take advantage of any such rights or remedies, including without limitation (ia) promptnessany right to require Beneficiary to proceed against Dunes or any other person or to proceed against or exhaust any security held by Beneficiary at any time or to pursue any other remedy in Beneficiary's power before exercising Beneficiary's remedies under this Deed of Trust, diligence(b) the defense of the statute of limitations in any action hereunder or in any action for the collection or performance of the Settlement Note, (c) demand, presentment, demand of payment, protest, order and, except as set forth in paragraph (a) hereof, protest and notice of any kind in connection with the Contract and this Guaranty; Settlement Note, (iid) any requirement rights and defenses arising out of an election of remedies by Beneficiary, even though that PG&E exhaust any right to take any action against election of remedies has destroyed or otherwise impaired the Seller or any other person prior to or contemporaneously with proceeding to exercise any right against the Guarantor under this Guaranty; (iii) to the fullest extent permitted by lawsubrogation rights of Trustor, the benefit right of any statute of limitations affecting its liability under or the enforcement of this Guaranty; (iv) any right Trustor to require PG&E to (A) proceed against or exhaust any insurance or security held from the Seller or any other partyDunes for reimbursement, or both, (B) pursue any other remedy available to PG&E; (ve) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal, (f) any duty on the part of Beneficiary to disclose to Trustor any facts Beneficiary may now or arising out hereafter know about Dunes, regardless of whether Beneficiary has reason to believe that any such facts materially increase the risk beyond that which Trustor intends to assume, or has reason to believe that such facts are unknown to Trustor, or has a reasonable opportunity to communicate such facts to Trustor, since Trustor acknowledges that Trustor is fully responsible for being and keeping informed of the financial condition of Dunes and of all circumstances bearing on the risk of non-payment of the Settlement Note, (g) any defense arising because of Beneficiary's election, in any proceeding instituted under the Federal Bankruptcy Code, of the Seller other than payment in full application of Section 1111(b)(2) of the amount(sFederal Bankruptcy Code, and (h) owed, including without limitation any defense based on upon any borrowing or arising out grant of a security interest under Section 364 of the disability Federal Bankruptcy Code. Without limiting the generality of the Sellerforegoing, the unenforceability of the indebtedness from Trustor hereby expressly waives any cause, or the cessation from any cause of the liability of the Seller, other than payment in full of the amount(s) owed. The Guarantor agrees that PG&E may, at its election, foreclose on any security held by PG&E, whether or not the means of foreclosure is commercially reasonable, or exercise any other right or remedy and all benefits which might otherwise be available to PG&E without affecting or impairing in any way Trustor under Nevada Revised Statutes Sections 40.430, 40.475 and 40.485. This is a waiver within the liability meaning of the Guarantor under this Guaranty, except to the extent the amount(s) owed to PG&E by the Seller have been paid. The Guarantor further agrees that until all amounts owed by the Seller to PG&E are paid in full, even though such amounts may in total exceed the Guarantor’s liability hereunder, the Guarantor shall have no right of subrogation, waives any right to enforce any remedy that PG&E has or may have against the Seller, and waives any benefit of and any right to participation in any security from the Seller now or later held by the Guarantor. The Guarantor assumes all responsibility for keeping itself informed of the Seller’s financial condition and all other factors affecting the risks and liability assumed by the Guarantor hereunder, and PG&E shall have no duty to advise the Guarantor of information known to it regarding such risksNevada Revised Statutes Section 40.495.

Guarantor Waivers. The In the event of a breach of the above, GCF may seek recovery from Guarantors for all of GCF losses and damages by enforcement of GCF rights under this Agreement without first seeking to obtain payment from Merchant, any other guarantor, or any Collateral or Additional Collateral GCF may hold pursuant to this Agreement or any other guaranty. GCF does not have to notify Guarantor hereby waives of any of the following events and Guarantor will not be released from its obligations under this Agreement if it is not notified of: (i) promptness, diligence, presentment, demand of payment, protest, order and, except as set forth in paragraph (a) hereof, notice of Merchant’s failure to pay timely any kind in connection with amount owed under the Contract and this GuarantyMerchant Agreement; (ii) any requirement that PG&E exhaust any right to take any action against the Seller adverse change in Merchant’s financial condition or any other person prior to or contemporaneously with proceeding to exercise any right against the Guarantor under this Guarantybusiness; (iii) to the fullest extent permitted by law, the benefit any sale or other disposition of any statute collateral securing the Guaranteed Obligations or any other guaranty of limitations affecting its liability under or the enforcement of this GuarantyGuaranteed Obligations; (iv) any right to require PG&E to (A) proceed against or exhaust any insurance or security held from the Seller or any other party, or (B) pursue any other remedy available to PG&EGCF acceptance of this Agreement; and (v) any defense based on renewal, extension or arising out of any defense other modification of the Seller Merchant Agreement or Merchant’s other than payment in full obligations to GCF. In addition, GCF may take any of the amount(sfollowing actions without releasing Guarantor from any of its obligations under this Agreement: (i) owedrenew, including without limitation extend or otherwise modify the Merchant Agreement or Merchant’s other obligations to GCF; (ii) release Merchant from its obligations to GCF; (iii) sell, release, impair, waive or otherwise fail to realize upon any defense based on collateral securing the Guaranteed Obligations or arising out any other guaranty of the disability of the Seller, the unenforceability of the indebtedness from any cause, or the cessation from any cause of the liability of the Seller, other than payment in full of the amount(sGuaranteed Obligations ; and (iv) owed. The Guarantor agrees that PG&E may, at its election, foreclose on any security held by PG&E, whether collateral securing the Guaranteed Obligations or not the means of foreclosure is commercially reasonable, or exercise any other right or remedy available to PG&E without affecting or impairing in any way the liability guaranty of the Guaranteed Obligations in a manner that impairs or precludes the right of Guarantor to obtain reimbursement for payment under this Guaranty, except Agreement. Until the Merchant Amount plus any accrued but unpaid interest and Merchant’s other obligations to GCF under the extent the amount(s) owed to PG&E by the Seller have been paid. The Guarantor further agrees that until all amounts owed by the Seller to PG&E Merchant Agreement and this Agreement are paid in full, even though such amounts may in total exceed the Guarantor’s liability hereunder, the Guarantor shall have no right not seek reimbursement from Merchant or any other guarantor for any amounts paid by it under this Agreement. Guarantor permanently waives and shall not seek to exercise any of subrogation, waives any right to enforce any remedy the following rights that PG&E has or it may have against Merchant, any other guarantor, or any collateral provided by Merchant or any other guarantor, for any amounts paid by it, or acts performed by it, under this Agreement: (i) subrogation; (ii) reimbursement; (iii) performance; (iv) indemnification; or (v) contribution. In the Seller, and waives event that GCF must return any benefit of and amount paid by Merchant or any right to participation in any security from the Seller now or later held by the Guarantor. The Guarantor assumes all responsibility for keeping itself informed other guarantor of the SellerGuaranteed Obligations because that person has become subject to a proceeding under the United States Bankruptcy Code or any similar law, Guarantor’s financial condition and all other factors affecting the risks and liability assumed by the Guarantor hereunder, and PG&E obligations under this Agreement shall have no duty to advise the Guarantor of information known to it regarding such risksinclude that amount.

Guarantor Waivers. The In the event that Merchant fails to make a payment or perform any obligation when due under the Merchant Agreement, FUNDER may enforce its rights under this Agreement without first seeking to obtain payment from Merchant, any other guarantor, or any Collateral, Additional Collateral or Cross-Collateral FUNDER may hold pursuant to this Agreement or any other guaranty. FUNDER does not have to notify Guarantor hereby waives of any of the following events and Guarantor will not be released from its obligations under this Agreement if it is not notified of: (i) promptness, diligence, presentment, demand of payment, protest, order and, except as set forth in paragraph (a) hereof, notice of Merchant's failure to pay timely any kind in connection with amount owed under the Contract and this GuarantyMerchant Agreement; (ii) any requirement that PG&E exhaust any right to take any action against the Seller adverse change in Merchant's financial condition or any other person prior to or contemporaneously with proceeding to exercise any right against the Guarantor under this Guarantybusiness; (iii) to the fullest extent permitted by law, the benefit any sale or other disposition of any statute collateral securing the Guaranteed Obligations or any other guarantee of limitations affecting its liability under or the enforcement of this GuarantyGuaranteed Obligations; (iv) any right to require PG&E to (A) proceed against or exhaust any insurance or security held from the Seller or any other party, or (B) pursue any other remedy available to PG&EFUNDER's acceptance of this Agreement ; and (v) any defense based on renewal, extension or arising out of any defense other modification of the Seller Merchant Agreement or Merchant's other than payment in full obligations to FUNDER. In addition, FUNDER may take any of the amount(sfollowing actions without releasing Guarantor from any of its obligations under this Agreement : (i) owedrenew, including without limitation extend or otherwise modify the Merchant Agreement or Merchant's other obligations to FUNDER; (ii) release Merchant from its obligations to FUNDER; (iii) sell, release, impair, waive or otherwise fail to realize upon any defense based on collateral securing the Guaranteed Obligations or arising out any other guarantee of the disability of the Seller, the unenforceability of the indebtedness from any cause, or the cessation from any cause of the liability of the Seller, other than payment in full of the amount(sGuaranteed Obligations; and (iv) owed. The Guarantor agrees that PG&E may, at its election, foreclose on any security held by PG&E, whether collateral securing the Guaranteed Obligations or not the means of foreclosure is commercially reasonable, or exercise any other right or remedy available to PG&E without affecting or impairing in any way the liability guarantee of the Guaranteed Obligations in a manner that impairs or precludes the right of Guarantor to obtain reimbursement for payment under this Guaranty, except Agreement. Until the Merchant Amount plus any accrued but unpaid interest and Merchant's other obligations to FUNDER under the extent the amount(s) owed to PG&E by the Seller have been paid. The Guarantor further agrees that until all amounts owed by the Seller to PG&E Merchant Agreement and this Agreement are paid in full, even though such amounts may in total exceed the Guarantor’s liability hereunder, the Guarantor shall have no right not seek reimbursement from Merchant or any other guarantor for any amounts paid by it under this Agreement. Guarantor permanently waives and shall not seek to exercise any of subrogation, waives any right to enforce any remedy the following rights that PG&E has or it may have against Merchant, any other guarantor, or any collateral provided by Merchant or any other guarantor, for any amounts paid by it, or acts performed by it, under this Agreement: (i) subrogation ; (ii) reimbursement; (ill) performance; (iv) indemnification; or (v) contribution. In the Sellerevent that FUNDER must return any amount paid by Merchant or any other guarantor of the Guaranteed Obligations because that person has become subject to a proceeding under the United States Bankruptcy Code or any similar law, Guarantor's obligations under this Agreement shall include that amount. Guarantor A c_luimal I • • ment. Guarantor acknowledges that: (i) He/She understands the seriousness of the provisions of this Agreement; (ii) He/She has had a full opportunity to consult with counsel of his/her choice; and waives any benefit 04 He/She has consulted with counsel of its choice or has decided not to avail himself/herself of that opportunity. INITIAL S Joint and any right to participation in any security from Several Liability. The obligations hereunder of the Seller now persons or later held entities constituting Guarantor under this Agreement are joint and several. THE TERMS, DEFINITIONS, CONDITIONS AND INFORMATION SET FORTH IN THE "MERCHANT AGREEMENT", INCLUDING THE "TERMS AND CONDITIONS", ARE HEREBY INCORPORATED IN AND MADE A PART OF THIS SECURITY AGREEMENT AND GUARANTY. CAPITALIZED TERMS NOT DEFINED IN THIS SECURITY AGREEMENT AND GUARANTY, SHALL HAVE THE MEANING SET FORTH IN THE MERCHANT AGREEEMNT, INCLUDING THE TERMS AND CONDITIONS. MERCHANTS AND OWNERS/GUARANTORS ACKNOWLEDGE THAT THIS WRITING REPRESENTS THE ENTIRE AGREEMENT BETWEEN THE PARTIES HERETO. IT IS UNDERSTOOD THAT ANY REPRESENTATIONS OR ALLEGED PROMISES BY INDEPENDENT BROKERS OR AGENTS OF ANY PARTY IF NOT INCLUDED IN THIS WRITTEN AGREEMENT ARE CONSIDERED NULL AND VOID. ANY MODIFICATION OR OTHER ALTERATION TO THE AGREEMENT MUST BE IN WRITING AND EXECUTED BY THE PARTIES TO THIS CONTRACT. MERCHANT #1 By Xxxxxxx Xxxxxxxxxxx (Print Name and Title) SS# 000-00-0000 MERCHANT #2 By (Print Name and Title) SS# OWNER/GUARANTOR #1 By Xxxxxxx Xxxxxxxxxxx (Print Name and Title) SS# 000-00-0000 OWNER/GUARANTOR #2 By (Print Name and Title) SS# AUTHORIZED SERVICING AGENT — Colonial Funding Network, Inc. (Signature) Drivers License Number: 000000000-GA (Signature) Drivers License Number: (Signature) Drivers License Number: 000000000-GA (Signature) Drivers License Number: Colonial Funding Network, Inc. (Colonial) is the Authorized Servicing Agent of the funder for this contract providing administrative, bookkeeping, reporting and support services for the funder and the Merchant. Colonial is not affiliated or owned by the hinder and is acting as independent agent for services including but not limited to background checks, credit checks, general underwriting review, filing UCC-1 security interests, cash management, account reporting and remit capture. Colonial may at its sole discretion participate in this financing by providing a small portion of the funds for this transaction directly to the funder. Colonial is not a credit card processor, or in the business of processing credit cards. Merchant hereby acknowledges that in no event will Colonial be liable for any claims made against the hinder or the Processor under any legal theory for lost profits, lost revenues, lost business opportunity, exemplary, punitive, special, incidental, indirect or consequential damages, each of which is waived by the Merchant and Owner/Guarantor. The Guarantor assumes all responsibility for keeping itself informed MERCHANT #1 By Xxxxxxx Xxxxxxxxxxx (Print Name and Title) (Signature) STRATEGIC FUNDIN 000 X 00xx Xx. Xxx Xxxx, XX 00000 Phone: 000-000-0000 Fax: 000-000-0000 December 19, 2016 G Contract Balance Buy Out Form To Whom It May Concern: As part of the Seller’s financial condition new Strategic Funding Source, Inc. Agreement Contract #1492462 dated and all other factors affecting signed on December 19, 2016, SpeedEmissions, Inc. I SpeedEmissions Car Care, LLC SpeedEmissions Acquisition Company, LLC DBA: Speedemissions located at 0000 Xxxxxx Xxxx. Xxxxxx. GA 30290 agrees to buy out the risks RTR balance due in the amount of $118,750.67 from SFS Merchant Cash Advance Agreement Contract #1100702 dated and liability assumed by the Guarantor hereundersigned on May 27, and PG&E shall have no duty to advise the Guarantor of information known to it regarding such risks.2016. Thank you, (x) Xxxxxxx Xxxxxxxxxxx Owner Ir"%c lp

Guarantor Waivers. The If any Event of Default takes place under the Agreement, then MFG may enforce its rights under this Guarantee without first seeking to obtain payment from any Merchant, any other guarantor, or any Collateral or Cross-Collateral MFG may hold pursuant to this Guarantee or any other agreement or guarantee. MFG does not have to notify any Guarantor hereby waives of any of the following events and Guarantor(s) will not be released from its obligations under this Guarantee even if it is not notified of: (i) promptness, diligence, presentment, demand of payment, protest, order and, except as set forth in paragraph (a) hereof, notice of any kind in connection with Merchant’s failure to pay timely any amount owed under the Contract and this GuarantyAgreement; (ii) any requirement that PG&E exhaust adverse change in any right to take any action against the Seller Merchant’s financial condition or any other person prior to or contemporaneously with proceeding to exercise any right against the Guarantor under this Guarantybusiness; (iii) to the fullest extent permitted by law, the benefit any sale or other disposition of any statute collateral securing the Guaranteed Obligations or any other guarantee of limitations affecting its liability under or the enforcement of this GuarantyGuaranteed Obligations; (iv) MFG’s acceptance of the Agreement with any right to require PG&E to (A) proceed against or exhaust any insurance or security held from the Seller or any other party, or (B) pursue any other remedy available to PG&EMerchant; and (v) any defense based on renewal, extension, or arising out of any defense other modification of the Seller Agreement or any Merchant’s other than payment in full obligations to MFG. In addition, MFG may take any of the amount(sfollowing actions without releasing any Guarantor from any obligations under this Guarantee: (i) owedrenew, including without limitation extend, or otherwise modify the Agreement or any defense based on Merchant’s other obligations to MFG; (ii) if there is more than one Merchant, release a Merchant from its obligations to MFG such that at least one Merchant remains obligated to MFG; (iii) sell, release, impair, waive, or arising out otherwise fail to realize upon any collateral securing the Guaranteed Obligations or any other guarantee of the disability of the Seller, the unenforceability of the indebtedness from any cause, or the cessation from any cause of the liability of the Seller, other than payment in full of the amount(sGuaranteed Obligations; and (iv) owed. The Guarantor agrees that PG&E may, at its election, foreclose on any security held by PG&E, whether collateral securing the Guaranteed Obligations or not the means of foreclosure is commercially reasonable, or exercise any other right or remedy available to PG&E without affecting or impairing in any way the liability guarantee of the Guaranteed Obligations in a manner that impairs or precludes the right of Guarantor to obtain reimbursement for payment under the Agreement. Until the Receivables Purchased Amount and each Merchant’s other obligations to MFG under the Agreement and this Guaranty, except to the extent the amount(s) owed to PG&E by the Seller have been paid. The Guarantor further agrees that until all amounts owed by the Seller to PG&E Guarantee are paid in full, even though such amounts may in total exceed the Guarantor’s liability hereunder, the each Guarantor shall have no right not seek reimbursement from any Merchant or any other guarantor for any amounts paid by it under the Agreement. Each Guarantor permanently waives and shall not seek to exercise any of subrogation, waives any right to enforce any remedy the following rights that PG&E has or it may have against the Sellerany Merchant, and waives any benefit of and other guarantor, or any right to participation in collateral provided by any security from the Seller now Merchant or later held any other guarantor, for any amounts paid by the Guarantor. The Guarantor assumes all responsibility for keeping itself informed of the Seller’s financial condition and all other factors affecting the risks and liability assumed it or acts performed by the Guarantor hereunder, and PG&E shall have no duty to advise the Guarantor of information known to it regarding such risksunder this Guarantee: (i) subrogation; (ii) reimbursement; (iii) performance; (iv) indemnification; or (v) contribution.

Guarantor Waivers. The In the event that Seller fails to deliver Receipts generated due to Guarantor’s actions or malfeasance, or Guarantor hereby waives otherwise fails to perform any obligation or covenant under the Transaction Documents, Purchaser may enforce its rights under this Guaranty or any of the other Transaction Documents without first seeking to obtain payment from the Seller, any other guarantor, or through the Security Agreement. Purchaser does not have to notify Guarantor of any of the following events, and Guarantor will not be released from its obligations under this Guaranty, if it is not notified of: (i) promptness, diligence, presentment, demand of payment, protest, order and, except as set forth in paragraph (a) hereof, notice of Merchant’s failure to deliver timely the Receipts due or to pay any kind in connection with amount owed under the Contract and this GuarantyPurchase Agreement; (ii) any requirement that PG&E exhaust any right to take any action against the Seller material or any other person prior to adverse change in Merchant’s financial condition or contemporaneously with proceeding to exercise any right against the Guarantor under this Guarantybusiness operations; (iii) to the fullest extent permitted by law, the benefit any sale or other disposition of any statute collateral securing the Guaranteed Obligations, including all collateral listed in the Security Agreement, or any other guarantee of limitations affecting its liability under or the enforcement Guaranteed Obligations; (iv) Purchaser’s acceptance of this Guaranty; (v) any renewal, extension or other modification of any of the Transaction Documents and/or Merchant’s other obligations to Purchaser; and (vi) the Purchaser’s pursuit and/or enforcement of any rights and remedies, available at law and in equity, relating to, and/or arising from, the Transaction Documents. In addition, Purchaser may take any of the following actions without releasing Guarantor from any of its obligations under this Guaranty: (i) renew, extend or otherwise modify any of the Transaction Documents or Merchant’s other obligations to Purchaser; (ii) release Seller from its obligations to Purchaser; (iii) sell, release, impair, waive or otherwise fail to realize upon, any collateral securing the Guaranteed Obligations or any other guarantee of the Guaranteed Obligations; (iv) foreclose on any collateral securing the Guaranteed Obligations or any other guarantee of the Guaranteed Obligations in a manner that impairs or precludes the right of Guarantor to require PG&E obtain reimbursement for payment under this Guaranty; and (v) pursuit and/or enforcement of any rights and remedies, available at law and in equity, relating to, and/or arising from, the Transaction Documents. Until all of Merchant’s obligations to (A) proceed against or exhaust Purchaser under any insurance or security held of the Transaction Documents are satisfied in full, Guarantor shall not seek reimbursement from the Seller or any other guarantor for any amounts paid by Guarantor under any of the Transaction Documents. Guarantor permanently waives and shall not seek to exercise the following rights that Guarantor may have against Merchant, any other guarantor or third party, any collateral, or any other real or personal property for any amounts paid by Guarantor, any other guarantor, or third party, or (B) pursue acts performed by Guarantor, any other remedy available to PG&Eguarantor, or third party, under the Transaction Documents including, without limitation: (i) subrogation; (ii) reimbursement; (iii) performance; (iv) indemnification; or (v) contribution. In the event that Purchaser must return any defense based on amount paid by Merchant, any guarantor, entity, or person with respect to the Guaranteed Obligations, including, without limitation, any Merchant, guarantor, entity or person becoming subject to a proceeding under the United States Bankruptcy Code Contract# 8340111 or any similar law, (whether arising out of under Federal or State law), and/or any defense of other Insolvency Proceeding, legal proceeding or alternative dispute resolution proceeding, the Seller other than payment Guaranteed Obligations under this Guaranty shall remain in full of the amount(s) owed, including without limitation force and effect and Guarantor shall be obligated for any defense based on or arising out of the disability of the Seller, the unenforceability of the indebtedness from any cause, or the cessation from any cause of the liability of the Seller, other than payment in full of the amount(s) owed. The Guarantor agrees that PG&E may, at its election, foreclose on any security held by PG&E, whether or not the means of foreclosure is commercially reasonable, or exercise any other right or remedy available to PG&E without affecting or impairing in any way the liability of the Guarantor under this Guaranty, except to the extent the amount(s) owed to PG&E by the Seller have been paid. The Guarantor further agrees that until all amounts owed by the Seller to PG&E are paid in full, even though such amounts may in total exceed the Guarantor’s liability hereunderrepaid as well as attorneys’ fees, the Guarantor shall have no right of subrogation, waives any right to enforce any remedy that PG&E has or may have against the Sellercosts, and waives any benefit of and any right to participation interest in any security from the Seller now or later held by the Guarantor. The Guarantor assumes all responsibility for keeping itself informed of the Seller’s financial condition and all other factors affecting the risks and liability assumed by the Guarantor hereunder, and PG&E shall have no duty to advise the Guarantor of information known to it regarding connection with such risksproceeding.

Guarantor Waivers. The If CEDAR considers any Event of Default to have taken place under the Agreement, then CEDAR may enforce its rights under this Guarantee without first seeking to obtain payment from any Merchant, any other guarantor, or any Collateral, Additional Collateral, or Cross-Collateral CEDAR may hold pursuant to this Guarantee or any other agreement or guarantee. CEDAR does not have to notify any Guarantor hereby waives of any of the following events and Guarantor(s) will not be released from its obligations under this Guarantee even if it is not notified of: (i) promptness, diligence, presentment, demand of payment, protest, order and, except as set forth in paragraph (a) hereof, notice of any kind in connection with Merchant’s failure to pay timely any amount owed under the Contract and this GuarantyAgreement; (ii) any requirement that PG&E exhaust adverse change in any right to take any action against the Seller Merchant’s financial condition or any other person prior to or contemporaneously with proceeding to exercise any right against the Guarantor under this Guarantybusiness; (iii) to the fullest extent permitted by law, the benefit any sale or other disposition of any statute collateral securing the Guaranteed Obligations or any other guarantee of limitations affecting its liability under or the enforcement of this GuarantyGuaranteed Obligations; (iv) CEDAR’s acceptance of the Agreement with any right to require PG&E to (A) proceed against or exhaust any insurance or security held from the Seller or any other party, or (B) pursue any other remedy available to PG&EMerchant; and (v) any defense based on renewal, extension, or arising out of any defense other modification of the Seller Agreement or any Merchant’s other than payment in full obligations to CEDAR. In addition, CEDAR may take any of the amount(sfollowing actions without releasing any Guarantor from any obligations under this Guarantee: (i) owedrenew, including without limitation extend, or otherwise modify the Agreement or any defense based on Merchant’s other obligations to CEDAR; (ii) if there is more than one Merchant, release a Merchant from its obligations to CEDAR such that at least one Merchant remains obligated to CEDAR; (iii) sell, release, impair, waive, or arising out otherwise fail to realize upon any collateral securing the Guaranteed Obligations or any other guarantee of the disability of the Seller, the unenforceability of the indebtedness from any cause, or the cessation from any cause of the liability of the Seller, other than payment in full of the amount(sGuaranteed Obligations; and (iv) owed. The Guarantor agrees that PG&E may, at its election, foreclose on any security held by PG&E, whether collateral securing the Guaranteed Obligations or not the means of foreclosure is commercially reasonable, or exercise any other right or remedy available to PG&E without affecting or impairing in any way the liability guarantee of the Guaranteed Obligations in a manner that impairs or precludes the right of Guarantor to obtain reimbursement for payment under the Agreement. Until the Receivables Purchased Amount and each Merchant’s other obligations to CEDAR under the Agreement and this Guaranty, except to the extent the amount(s) owed to PG&E by the Seller have been paid. The Guarantor further agrees that until all amounts owed by the Seller to PG&E Guarantee are paid in full, even though such amounts may in total exceed the Guarantor’s liability hereunder, the each Guarantor shall have no right not seek reimbursement from any Merchant or any other guarantor for any amounts paid by it under the Agreement. Each Guarantor permanently waives and shall not seek to exercise any of subrogation, waives any right to enforce any remedy the following rights that PG&E has or it may have against the Sellerany Merchant, and waives any benefit of and other guarantor, or any right to participation in collateral provided by any security from the Seller now Merchant or later held any other guarantor, for any amounts paid by the Guarantor. The Guarantor assumes all responsibility for keeping itself informed of the Seller’s financial condition and all other factors affecting the risks and liability assumed it or acts performed by the Guarantor hereunder, and PG&E shall have no duty to advise the Guarantor of information known to it regarding such risksunder this Guarantee: (i) subrogation; (ii) reimbursement; (iii) performance; (iv) indemnification; or (v) contribution.

Guarantor Waivers. The Guarantor hereby waives, to the fullest extent allowed by law, all suretyship rights, defenses and other benefits to which it might otherwise be entitled. Without limiting the generality of the foregoing: (a) Landlord shall be entitled to proceed against Guarantor with respect to any unfulfilled Tenant Obligation regardless of whether Landlord has proceeded, is then proceeding, or intends to proceed, against Tenant or any other person with respect thereto, and Guarantor expressly waives the benefits of Section 2845 of the Civil Code of California; (b) Landlord shall not be required to furnish Guarantor with copies of any notices given or required to be given to Tenant under the Lease, including without limitation notices of default, except as provided in the Lease; (c) Guarantor's liability for the Tenant Obligations shall not be affected, released, terminated, discharged or impaired by (i) promptness, diligence, presentment, demand of payment, protest, order and, except as set forth in paragraph (a) hereof, notice the existence of any kind in connection bankruptcy, insolvency, reorganization or similar proceeding with the Contract and this Guaranty; respect to Tenant or any other person, (ii) any requirement that PG&E exhaust any right to take any action exercise, non-exercise or delay or lack of diligence in the exercise of remedies by Landlord against the Seller Tenant or any other person prior (except to or contemporaneously with proceeding to exercise any right against the Guarantor under this Guaranty; extent that the same has resulted in the fulfillment of the applicable Tenant Obligation), (iii) to any assignment or other transfer (voluntary or involuntary) of Tenant's interests in the fullest extent permitted by lawLease, the benefit of any statute of limitations affecting its liability under or the enforcement of this Guaranty; (iv) the rejection of the Lease in any right bankruptcy proceeding with respect to require PG&E to (A) proceed against or exhaust any insurance or security held from the Seller Tenant, or any other partyrelease or discharge of Tenant in any bankruptcy, insolvency, reorganization or (B) pursue any other remedy available to PG&Esimilar proceeding; (v) any defense based on amendment of the Lease; (vi) any change in the time, manner or arising out place of payment, performance or observance of any defense of the Seller other than payment in full Tenant Obligations; (vii) any waiver of, or any assertion or enforcement or failure or refusal to assert or enforce, or any consent or indulgence granted by Landlord with respect to a departure from, any term of the amount(s) owedLease, including without limitation the waiver of any defense based on default by Tenant, or the making of any other arrangement with, or the accepting of any compensation or settlement from, Tenant; provided that to the extent that Lessor provides Lessee with a written waiver of, or written agreement with respect to a consent or indulgence with respect to a departure from, any term of the Lease, the Tenant Obligations for which Guarantor is liable under the Guaranty shall be deemed modified to reflect the terms of such written waiver or agreement; (viii) any other guaranty now or hereafter executed by Guarantor or any other guarantor or the release of any other guarantor from liability for the payment, performance or observance of any of the Tenant Obligations, whether by operation of law or otherwise; or (ix) any defect in or invalidity of the Lease caused by Tenant; and (d) Guarantor hereby expressly waives (i) notice of acceptance of this Guaranty and of any change in the financial condition of Tenant, (ii) presentment, demand and protest, (iii) until such time as all defaulted Tenant Obligations are fulfilled, all right of subrogation with respect to any obligation of Tenant that is fulfilled by Guarantor hereunder, (iv) the right to trial by jury in any action or proceeding arising out of or with respect to this Guaranty or the disability interpretation, breach or enforcement hereof, (v) the right to interpose any setoff or counterclaim in any action or proceeding arising out of or with respect to this Guaranty, and (vi) any right or claim of right to cause a marshalling of the Seller, the unenforceability assets of the indebtedness from Tenant or to cause Landlord to apply to any cause, Tenant Obligation any security deposit or the cessation from to proceed against Tenant or any cause of the liability of the Seller, other than payment in full of the amount(s) owed. The Guarantor agrees that PG&E may, at its election, foreclose on any collateral or security held by PG&ELandlord at any time or in any particular order. The liability of Guarantor hereunder shall be reinstated and revived, whether and the rights of Landlord under this Guaranty shall continue, with respect to any amount at any time paid on account of any Tenant Obligation which shall thereafter be required to be restored or not returned by Landlord upon the means bankruptcy, insolvency or reorganization of foreclosure is commercially reasonableTenant or any other person, or exercise any other right or remedy available to PG&E without affecting or impairing in any way the liability of the Guarantor under this Guarantyotherwise, except to the extent the amount(s) owed to PG&E by the Seller have as though such amount had not been paid. The Guarantor further agrees that until all amounts owed by the Seller to PG&E are paid in full, even though such amounts may in total exceed the Guarantor’s subordinates any liability hereunder, the Guarantor shall have no right or indebtedness of subrogation, waives any right to enforce any remedy that PG&E has or may have against the Seller, and waives any benefit of and any right to participation in any security from the Seller now or later Tenant held by Guarantor to the Guarantor. The Guarantor assumes all responsibility for keeping itself informed of the Seller’s financial condition and all other factors affecting the risks and liability assumed by the Guarantor hereunder, and PG&E shall have no duty to advise the Guarantor of information known to it regarding such risksTenant Obligations.

Guarantor Waivers. The In the event that Borrower fails to make a payment or perform any obligation when due under the Loan Agreement, OLD MAIN CAPITAL, LLC may enforce its rights under this Agreement without first seeking to obtain payment from Borrower, any other guarantor, or any Collateral, Additional Collateral or Cross-Collateral OLD MAIN CAPITAL, LLC may hold pursuant to this Agreement or any other guaranty. Old Main Capital, LLC does not have to notify Guarantor hereby waives of any of the following events and Guarantor will not be released from its obligations under this Agreement if it is not notified of: (i) promptness, diligence, presentment, demand of payment, protest, order and, except as set forth in paragraph (a) hereof, notice of Borrower's failure to pay timely any kind in connection with amount owed under the Contract and this GuarantyLoan Agreement; (ii) any requirement that PG&E exhaust adverse change in Borrower's financial condition or business;(iii) any right to take sale or other disposition of any action against collateral securing the Seller Guaranteed Obligations or any other person prior guarantee of the Guaranteed Obligations; (iv) Old Main Capital LLC’s acceptance of this Agreement: and (v) any renewal, extension or other modification of the Loan Agreement or Borrower's other obligations to or contemporaneously with proceeding to exercise OLD MAIN CAPITAL, LLC. In addition, OLD MAIN CAPITAL, LLC may take any right against of the following actions without releasing Guarantor from any of its obligations under this GuarantyAgreement: (i) renew, extend or otherwise modify the Loan Agreement or Borrower's other obligations to OLD MAIN CAPITAL, LLC; (ii) release Borrower from its obligations to OLD MAIN CAPITAL, LLC; (iii) sell, release, impair, waive or otherwise fail to realize upon any collateral securing the fullest extent permitted by law, Guaranteed Obligation or any other guarantee of the benefit of any statute of limitations affecting its liability under or the enforcement of this GuarantyGuaranteed Obligations; and (iv) foreclose on any right to require PG&E to (A) proceed against or exhaust any insurance or security held from collateral securing the Seller Guaranteed Obligations or any other party, or (B) pursue any other remedy available to PG&E; (v) any defense based on or arising out of any defense guarantee of the Seller other than Guaranteed Obligations in a manner that impairs or precludes the right of Guarantor to obtain reimbursement for payment in full of the amount(s) owed, including without limitation any defense based on or arising out of the disability of the Seller, the unenforceability of the indebtedness from any cause, or the cessation from any cause of the liability of the Seller, other than payment in full of the amount(s) owed. The Guarantor agrees that PG&E may, at its election, foreclose on any security held by PG&E, whether or not the means of foreclosure is commercially reasonable, or exercise any other right or remedy available to PG&E without affecting or impairing in any way the liability of the Guarantor under this GuarantyAgreement. Until the loan Amount plus any accrued but unpaid interest and Borrower's other obligations to OLD MAIN CAPITAL, except to LLC under the extent the amount(s) owed to PG&E by the Seller have been paid. The Guarantor further agrees that until all amounts owed by the Seller to PG&E are Loan Agreement and this Agreement arc paid in full, even though such amounts may in total exceed the Guarantor’s liability hereunder, the Guarantor shall have no right not seek reimbursement from Borrower or any other guarantor for any amounts paid by it under this Agreement. Guarantor permanently waives and shall not seek to exercise any of subrogation, waives any right to enforce any remedy the following rights that PG&E has or it may have against Borrower, any other guarantor, or any collateral provided by Borrower or any other guarantor, for any amounts paid by it, or acts performed by it, under this Agreement: (i) subrogation ;(ii) reimbursement ;(iiil performance (iv) indemnification; or (v) contribution. In the Sellerevent that OLD MAIN CAPITAL, and waives LLC must return any benefit of and amount paid by Borrower or any right to participation in any security from the Seller now or later held by the Guarantor. The Guarantor assumes all responsibility for keeping itself informed other guarantor of the Seller’s financial condition Guaranteed Obligations because that person has become subject to a proceeding under the United States Bankruptcy Code or any similar law, Guarantor's obligations under this Agreement shall include that amount. Guarantor Acknowledgement. Guarantor acknowledges that: (i) He/She/It understands the seriousness of the provisions of this Agreement; (ii) He/She/It has had a full opportunity to consult with counsel of his/her/it choice; and all other factors affecting the risks and liability assumed by the Guarantor hereunder, and PG&E shall have no duty (iii) He/She/it has consulted with counsel of its choice: or has decided not to advise the Guarantor avail himself/herself/itself of information known to it regarding such risksthat opportunity.

Guarantor Waivers. The If any Event of Default takes place under the Agreement, then WAVE may enforce its rights under this Guarantee without first seeking to obtain payment from any Merchant, any other guarantor, or any Collateral or Cross-Collateral WAVE may hold pursuant to this Guarantee or any other agreement or guarantee. WAVE does not have to notify any Guarantor hereby waives of any of the following events and Guarantor(s) will not be released from its obligations under this Guarantee even if it is not notified of: (i) promptness, diligence, presentment, demand of payment, protest, order and, except as set forth in paragraph (a) hereof, notice of any kind in connection with Merchant’s failure to pay timely any amount owed under the Contract and this GuarantyAgreement; (ii) any requirement that PG&E exhaust adverse change in any right to take any action against the Seller Merchant’s financial condition or any other person prior to or contemporaneously with proceeding to exercise any right against the Guarantor under this Guarantybusiness; (iii) to the fullest extent permitted by law, the benefit any sale or other disposition of any statute collateral securing the Guaranteed Obligations or any other guarantee of limitations affecting its liability under or the enforcement of this GuarantyGuaranteed Obligations; (iv) WAVE’s acceptance of the Agreement with any right to require PG&E to (A) proceed against or exhaust any insurance or security held from the Seller or any other party, or (B) pursue any other remedy available to PG&EMerchant; and (v) any defense based on renewal, extension, or arising out of any defense other modification of the Seller Agreement or any Merchant’s other than payment in full obligations to WAVE. In addition, WAVE may take any of the amount(sfollowing actions without releasing any Guarantor from any obligations under this Guarantee: (i) owedrenew, including without limitation extend, or otherwise modify the Agreement or any defense based on Merchant’s other obligations to WAVE; (ii) if there is more than one Merchant, release a Merchant from its obligations to WAVE such that at least one Merchant remains obligated to WAVE; (iii) sell, release, impair, waive, or arising out otherwise fail to realize upon any collateral securing the Guaranteed Obligations or any other guarantee of the disability of the Seller, the unenforceability of the indebtedness from any cause, or the cessation from any cause of the liability of the Seller, other than payment in full of the amount(sGuaranteed Obligations; and (iv) owed. The Guarantor agrees that PG&E may, at its election, foreclose on any security held by PG&E, whether collateral securing the Guaranteed Obligations or not the means of foreclosure is commercially reasonable, or exercise any other right or remedy available to PG&E without affecting or impairing in any way the liability guarantee of the Guaranteed Obligations in a manner that impairs or precludes the right of Guarantor to obtain reimbursement for payment under the Agreement. Until the Receivables Purchased Amount and each Merchant’s other obligations to WAVE under the Agreement and this Guaranty, except to the extent the amount(s) owed to PG&E by the Seller have been paid. The Guarantor further agrees that until all amounts owed by the Seller to PG&E Guarantee are paid in full, even though such amounts may in total exceed the Guarantor’s liability hereunder, the each Guarantor shall have no right not seek reimbursement from any Merchant or any other guarantor for any amounts paid by it under the Agreement. Each Guarantor permanently waives and shall not seek to exercise any of subrogation, waives any right to enforce any remedy the following rights that PG&E has or it may have against the Sellerany Merchant, and waives any benefit of and other guarantor, or any right to participation in collateral provided by any security from the Seller now Merchant or later held any other guarantor, for any amounts paid by the Guarantor. The Guarantor assumes all responsibility for keeping itself informed of the Seller’s financial condition and all other factors affecting the risks and liability assumed it or acts performed by the Guarantor hereunder, and PG&E shall have no duty to advise the Guarantor of information known to it regarding such risksunder this Guarantee: (i) subrogation; (ii) reimbursement; (iii) performance; (iv) indemnification; or (v) contribution.

Guarantor Waivers. The If any Event of Default takes place under the Agreement, then CURVE may enforce its rights under this Guarantee without first seeking to obtain payment from any Merchant, any other guarantor, or any Collateral or Cross‐Collateral CURVE may hold pursuant to this Guarantee or any other agreement or guarantee. CURVE does not have to notify any Guarantor hereby waives of any of the following events and Guarantor(s) will not be released from its obligations under this Guarantee even if it is not notified of: (i) promptness, diligence, presentment, demand of payment, protest, order and, except as set forth in paragraph (a) hereof, notice of any kind in connection with Merchant’s failure to pay timely any amount owed under the Contract and this GuarantyAgreement; (ii) any requirement that PG&E exhaust adverse change in any right to take any action against the Seller Merchant’s financial condition or any other person prior to or contemporaneously with proceeding to exercise any right against the Guarantor under this Guarantybusiness; (iii) to the fullest extent permitted by law, the benefit any sale or other disposition of any statute collateral securing the Guaranteed Obligations or any other guarantee of limitations affecting its liability under or the enforcement of this GuarantyGuaranteed Obligations; (iv) CURVE’S acceptance of the Agreement with any right to require PG&E to (A) proceed against or exhaust any insurance or security held from the Seller or any other party, or (B) pursue any other remedy available to PG&EMerchant; and (v) any defense based on renewal, extension, or arising out of any defense other modification of the Seller Agreement or any Merchant’s other than payment in full obligations to CURVE. In addition, CURVE may take any of the amount(sfollowing actions without releasing any Guarantor from any obligations under this Guarantee: (i) owedrenew, including without limitation extend, or otherwise modify the Agreement or any defense based on Merchant’s other obligations to C; (ii) if there is more than one Merchant, release a Merchant from its obligations to CURVE such that at least one Merchant remains obligated to CURVE; (iii) sell, release, impair, waive, or arising out otherwise fail to realize upon any collateral securing the Guaranteed Obligations or any other guarantee of the disability of the Seller, the unenforceability of the indebtedness from any cause, or the cessation from any cause of the liability of the Seller, other than payment in full of the amount(sGuaranteed Obligations; and (iv) owed. The Guarantor agrees that PG&E may, at its election, foreclose on any security held by PG&E, whether collateral securing the Guaranteed Obligations or not the means of foreclosure is commercially reasonable, or exercise any other right or remedy available to PG&E without affecting or impairing in any way the liability guarantee of the Guaranteed Obligations in a manner that impairs or precludes the right of Guarantor to obtain reimbursement for payment under the Agreement. Until the Receivables Purchased Amount and each Merchant’s other obligations to CURVE under the Agreement and this Guaranty, except to the extent the amount(s) owed to PG&E by the Seller have been paid. The Guarantor further agrees that until all amounts owed by the Seller to PG&E Guarantee are paid in full, even though such amounts may in total exceed the Guarantor’s liability hereunder, the each Guarantor shall have no right not seek reimbursement from any Merchant or any other guarantor for any amounts paid by it under the Agreement. Each Guarantor permanently waives and shall not seek to exercise any of subrogation, waives any right to enforce any remedy the following rights that PG&E has or it may have against the Sellerany Merchant, and waives any benefit of and other guarantor, or any right to participation in collateral provided by any security from the Seller now Merchant or later held any other guarantor, for any amounts paid by the Guarantor. The Guarantor assumes all responsibility for keeping itself informed of the Seller’s financial condition and all other factors affecting the risks and liability assumed it or acts performed by the Guarantor hereunder, and PG&E shall have no duty to advise the Guarantor of information known to it regarding such risksunder this Guarantee: (i) subrogation; (ii) reimbursement; (iii) performance; (iv) indemnification; or (v) contribution.

Guarantor Waivers. The If any Event of Default takes place under the Agreement, then KYF may enforce its rights under this Guarantee without first seeking to obtain payment from any Merchant, any other guarantor, or any Collateral or Cross‐Collateral KYF may hold pursuant to this Guarantee or any other agreement or guarantee. KYF does not have to notify any Guarantor hereby waives of any of the following events and Guarantor(s) will not be released from its obligations under this Guarantee even if it is not notified of: (i) promptness, diligence, presentment, demand of payment, protest, order and, except as set forth in paragraph (a) hereof, notice of any kind in connection with Merchant’s failure to pay timely any amount owed under the Contract and this GuarantyAgreement; (ii) any requirement that PG&E exhaust adverse change in any right to take any action against the Seller Merchant’s financial condition or any other person prior to or contemporaneously with proceeding to exercise any right against the Guarantor under this Guarantybusiness; (iii) to the fullest extent permitted by law, the benefit any sale or other disposition of any statute collateral securing the Guaranteed Obligations or any other guarantee of limitations affecting its liability under or the enforcement of this GuarantyGuaranteed Obligations; (iv) KYF’s acceptance of the Agreement with any right to require PG&E to (A) proceed against or exhaust any insurance or security held from the Seller or any other party, or (B) pursue any other remedy available to PG&EMerchant; and (v) any defense based on renewal, extension, or arising out of any defense other modification of the Seller Agreement or any Merchant’s other than payment in full obligations to KYF. In addition, KYF may take any of the amount(sfollowing actions without releasing any Guarantor from any obligations under this Guarantee: (i) owedrenew, including without limitation extend, or otherwise modify the Agreement or any defense based on Merchant’s other obligations to KYF; (ii) if there is more than one Merchant, release a Merchant from its obligations to KYF such that at least one Merchant remains obligated to KYF; (iii) sell, release, impair, waive, or arising out otherwise fail to realize upon any collateral securing the Guaranteed Obligations or any other guarantee of the disability of the Seller, the unenforceability of the indebtedness from any cause, or the cessation from any cause of the liability of the Seller, other than payment in full of the amount(sGuaranteed Obligations; and (iv) owed. The Guarantor agrees that PG&E may, at its election, foreclose on any security held by PG&E, whether collateral securing the Guaranteed Obligations or not the means of foreclosure is commercially reasonable, or exercise any other right or remedy available to PG&E without affecting or impairing in any way the liability guarantee of the Guaranteed Obligations in a manner that impairs or precludes the right of Guarantor to obtain reimbursement for payment under the Agreement. Until the Receivables Purchased Amount and each Merchant’s other obligations to KYF under the Agreement and this Guaranty, except to the extent the amount(s) owed to PG&E by the Seller have been paid. The Guarantor further agrees that until all amounts owed by the Seller to PG&E Guarantee are paid in full, even though such amounts may in total exceed the Guarantor’s liability hereunder, the each Guarantor shall have no right not seek reimbursement from any Merchant or any other guarantor for any amounts paid by it under the Agreement. Each Guarantor permanently waives and shall not seek to exercise any of subrogation, waives any right to enforce any remedy the following rights that PG&E has or it may have against the Sellerany Merchant, and waives any benefit of and other guarantor, or any right to participation in collateral provided by any security from the Seller now Merchant or later held any other guarantor, for any amounts paid by the Guarantor. The Guarantor assumes all responsibility for keeping itself informed of the Seller’s financial condition and all other factors affecting the risks and liability assumed it or acts performed by the Guarantor hereunder, and PG&E shall have no duty to advise the Guarantor of information known to it regarding such risks.under this Guarantee: (i) subrogation; (ii) reimbursement; (iii) performance; (iv) indemnification; or

Guarantor Waivers. The If MFG considers any Event of Default to have taken place under the Agreement, then MFG may enforce its rights under this Guarantee without first seeking to obtain payment from any Merchant, any other guarantor, or any Collateral, Additional Collateral, or Cross‐Collateral MFG may hold pursuant to this Guarantee or any other agreement or guarantee. MFG does not have to notify any Guarantor hereby waives of any of the following events and Guarantor(s) will not be released from its obligations under this Guarantee even if it is not notified of: (i) promptness, diligence, presentment, demand of payment, protest, order and, except as set forth in paragraph (a) hereof, notice of any kind in connection with Merchant’s failure to pay timely any amount owed under the Contract and this GuarantyAgreement; (ii) any requirement that PG&E exhaust adverse change in any right to take any action against the Seller Merchant’s financial condition or any other person prior to or contemporaneously with proceeding to exercise any right against the Guarantor under this Guarantybusiness; (iii) to the fullest extent permitted by law, the benefit any sale or other disposition of any statute collateral securing the Guaranteed Obligations or any other guarantee of limitations affecting its liability under or the enforcement of this GuarantyGuaranteed Obligations; (iv) MFG's acceptance of the Agreement with any right to require PG&E to (A) proceed against or exhaust any insurance or security held from the Seller or any other party, or (B) pursue any other remedy available to PG&EMerchant; and (v) any defense based on renewal, extension, or arising out of any defense other modification of the Seller Agreement or any Merchant’s other than payment in full obligations to MFG. In addition, MFG may take any of the amount(sfollowing actions without releasing any Guarantor from any obligations under this Guarantee: (i) owedrenew, including without limitation extend, or otherwise modify the Agreement or any defense based on Merchant’s other obligations to MFG; (ii) if there is more than one Merchant, release a Merchant from its obligations to MFG such that at least one Merchant remains obligated to MFG; (iii) sell, release, impair, waive, or arising out otherwise fail to realize upon any collateral securing the Guaranteed Obligations or any other guarantee of the disability of the Seller, the unenforceability of the indebtedness from any cause, or the cessation from any cause of the liability of the Seller, other than payment in full of the amount(sGuaranteed Obligations; and (iv) owed. The Guarantor agrees that PG&E may, at its election, foreclose on any security held by PG&E, whether collateral securing the Guaranteed Obligations or not the means of foreclosure is commercially reasonable, or exercise any other right or remedy available to PG&E without affecting or impairing in any way the liability guarantee of the Guaranteed Obligations in a manner that impairs or precludes the right of Guarantor to obtain reimbursement for payment under the Agreement. Until the Receivables Purchased Amount and each Merchant’s other obligations to MFG under the Agreement and this Guaranty, except to the extent the amount(s) owed to PG&E by the Seller have been paid. The Guarantor further agrees that until all amounts owed by the Seller to PG&E Guarantee are paid in full, even though such amounts may in total exceed the Guarantor’s liability hereunder, the each Guarantor shall have no right not seek reimbursement from any Merchant or any other guarantor for any amounts paid by it under the Agreement. Each Guarantor permanently waives and shall not seek to exercise any of subrogation, waives any right to enforce any remedy the following rights that PG&E has or it may have against the Sellerany Merchant, and waives any benefit of and other guarantor, or any right to participation in collateral provided by any security from the Seller now Merchant or later held any other guarantor, for any amounts paid by the Guarantor. The Guarantor assumes all responsibility for keeping itself informed of the Seller’s financial condition and all other factors affecting the risks and liability assumed it or acts performed by the Guarantor hereunder, and PG&E shall have no duty to advise the Guarantor of information known to it regarding such risksunder this Guarantee: (i) subrogation; (ii) reimbursement; (iii) performance; (iv) indemnification; or (v) contribution.

Guarantor Waivers. The In the event that Seller fails to deliver Receipts generated due to Guarantor’s actions or malfeasance, or Guarantor hereby waives otherwise fails to perform any obligation or covenant under the Transaction Documents, Purchaser may enforce its rights under this Guaranty or any of the other Transaction Documents without first seeking to obtain payment from the Seller, any other guarantor, or through the Security Agreement. Purchaser does not have to notify Guarantor of any of the following events, and Guarantor will not be released from its obligations under this Guaranty, if it is not notified of: (i) promptness, diligence, presentment, demand of payment, protest, order and, except as set forth in paragraph (a) hereof, notice of Merchant’s failure to deliver timely the Receipts due or to pay any kind in connection with amount owed under the Contract and this GuarantyPurchase Agreement; (ii) any requirement that PG&E exhaust any right to take any action against the Seller material or any other person prior to adverse change in Merchant’s financial condition or contemporaneously with proceeding to exercise any right against the Guarantor under this Guarantybusiness operations; (iii) to the fullest extent permitted by law, the benefit any sale or other disposition of any statute collateral securing the Guaranteed Obligations, including all collateral listed in the Security Agreement, or any other guarantee of limitations affecting its liability under or the enforcement Guaranteed Obligations; (iv) Purchaser’s acceptance of this Guaranty; (v) any renewal, extension or other modification of any of the Transaction Documents and/or Merchant’s other obligations to Purchaser; and (vi) the Purchaser’s pursuit and/or enforcement of any rights and remedies, available at law and in equity, relating to, and/or arising from, the Transaction Documents. In addition, Purchaser may take any of the following actions without releasing Guarantor from any of its obligations under this Guaranty: (i) renew, extend or otherwise modify any of the Transaction Documents or Merchant’s other obligations to Purchaser; (ii) release Seller from its obligations to Purchaser; (iii) sell, release, impair, waive or otherwise fail to realize upon, any collateral securing the Guaranteed Obligations or any other guarantee of the Guaranteed Obligations; (iv) foreclose on any collateral securing the Guaranteed Obligations or any other guarantee of the Guaranteed Obligations in a manner that impairs or precludes the right of Guarantor to require PG&E obtain reimbursement for payment under this Guaranty; and (v) pursuit and/or enforcement of any rights and remedies, available at law and in equity, relating to, and/or arising from, the Transaction Documents. Until all of Merchant’s obligations to (A) proceed against or exhaust Purchaser under any insurance or security held of the Transaction Documents are satisfied in full, Guarantor shall not seek reimbursement from the Seller or any other guarantor for any amounts paid by Guarantor under any of the Transaction Documents. Guarantor permanently waives and shall not seek to exercise the following rights that Guarantor may have against Merchant, any other guarantor or third party, any collateral, or any other real or personal property for any amounts paid by Guarantor, any other guarantor, or third party, or (B) pursue acts performed by Guarantor, any other remedy available to PG&Eguarantor, or third party, under the Transaction Documents including, without limitation: (i) subrogation; (ii) reimbursement; (iii) performance; (iv) indemnification; or (v) contribution. In the event that Purchaser must return any defense based on amount paid by Merchant, any guarantor, entity, or person with respect to the Guaranteed Obligations, including, without limitation, any Merchant, guarantor, entity or person becoming subject to a proceeding under the United States Bankruptcy Code Contract# 5696241 or any similar law, (whether arising out of under Federal or State law), and/or any defense of other Insolvency Proceeding, legal proceeding or alternative dispute resolution proceeding, the Seller other than payment Guaranteed Obligations under this Guaranty shall remain in full of the amount(s) owed, including without limitation force and effect and Guarantor shall be obligated for any defense based on or arising out of the disability of the Seller, the unenforceability of the indebtedness from any cause, or the cessation from any cause of the liability of the Seller, other than payment in full of the amount(s) owed. The Guarantor agrees that PG&E may, at its election, foreclose on any security held by PG&E, whether or not the means of foreclosure is commercially reasonable, or exercise any other right or remedy available to PG&E without affecting or impairing in any way the liability of the Guarantor under this Guaranty, except to the extent the amount(s) owed to PG&E by the Seller have been paid. The Guarantor further agrees that until all amounts owed by the Seller to PG&E are paid in full, even though such amounts may in total exceed the Guarantor’s liability hereunderrepaid as well as attorneys’ fees, the Guarantor shall have no right of subrogation, waives any right to enforce any remedy that PG&E has or may have against the Sellercosts, and waives any benefit of and any right to participation interest in any security from the Seller now or later held by the Guarantor. The Guarantor assumes all responsibility for keeping itself informed of the Seller’s financial condition and all other factors affecting the risks and liability assumed by the Guarantor hereunder, and PG&E shall have no duty to advise the Guarantor of information known to it regarding connection with such risksproceeding.

Guarantor Waivers. The Guarantor hereby waives (i) promptness, diligence, presentment, demand and agrees not to assert or take advantage of payment, protest, order and, except as set forth in paragraph (a) hereof, notice any right or claim of right to cause a marshaling of any kind in connection with of Borrower's assets or the Contract and this Guarantyassets of any other party now or hereafter held as security for the Indebtedness; (iib) the defense of the statute of limitations in any action hereunder or for the payment of the Indebtedness and performance of any obligation hereby guaranteed; (c) any requirement defense that PG&E exhaust may arise by reason of the incapacity, lack of authority, death or disability of Guarantor, any right to take any action against other guarantor of the Seller Loan, or Borrower or any other person prior or entity, or the voluntary or involuntary dissolution of Borrower or Guarantor, or the failure of Bank to file or contemporaneously with proceeding to exercise any right enforce a claim against the Guarantor under this Guaranty; estate (iii) to the fullest extent permitted by laweither in administration, the benefit of any statute of limitations affecting its liability under or the enforcement of this Guaranty; (iv) any right to require PG&E to (A) proceed against or exhaust any insurance or security held from the Seller bankruptcy, or any other party, proceeding) of Borrower or (B) pursue any other remedy available to PG&Eperson or entity; (vd) any defense based on the failure of Bank to give notice of the existence, creation, or arising out incurring of any defense new or additional indebtedness or obligation, or of any action or nonaction on the part of any other person whomsoever, or any modification of the Seller other than payment in full terms of the amount(sLoan Documents, or the Indebtedness, in connection with any obligation hereby guaranteed; (e) owed, including without limitation any defense based on upon an election of remedies by Bank which destroys or arising out otherwise impairs any subrogation rights of Guarantor or any other guarantor of the disability Loan or the right of Guarantor to proceed against Borrower or any other guarantor for reimbursement, or both; (f) any defense based upon failure of Bank to commence an action against Borrower; (g) any defense based upon acceptance of this Guaranty by Bank; (h) any defense based upon the invalidity or unenforceability of any of the Seller, the unenforceability Loan Documents; (i) any defense based upon any limitation of liability contained in any of the indebtedness from Loan Documents unless specifically set forth therein; (j) any cause, defense based upon any transfer by Borrower of all or the cessation from any cause part of the liability Collateral; (k) any defense based upon the failure of the Seller, other than payment in full of the amount(s) owed. The Guarantor agrees that PG&E may, at its election, foreclose on Bank to perfect any security held by PG&E, whether or not to extend or renew the means perfection of foreclosure is commercially reasonable, or exercise any security; and (l) any other right legal or remedy available equitable defenses whatsoever to PG&E without affecting or impairing in any way the liability of the which Guarantor under this Guaranty, except to the extent the amount(s) owed to PG&E by the Seller have been paid. The Guarantor further agrees that until all amounts owed by the Seller to PG&E are paid in full, even though such amounts may in total exceed the Guarantor’s liability hereunder, the Guarantor shall have no right of subrogation, waives any right to enforce any remedy that PG&E has or may have against the Seller, and waives any benefit of and any right to participation in any security from the Seller now or later held by the Guarantor. The Guarantor assumes all responsibility for keeping itself informed of the Seller’s financial condition and all other factors affecting the risks and liability assumed by the Guarantor hereunder, and PG&E shall have no duty to advise the Guarantor of information known to it regarding such risksmight otherwise be entitled.

Guarantor Waivers. The If PEC considers any Event of Default to have taken place under the Agreement, then PEC may enforce its rights under this Guarantee without first seeking to obtain payment from any Merchant, any other guarantor, or any Collateral, Additional Collateral, or Cross-Collateral PEC may hold pursuant to this Guarantee or any other agreement or guarantee. PEC does not have to notify any Guarantor hereby waives of any of the following events and Guarantor(s) will not be released from its obligations under this Guarantee even if it is not notified of: (i) promptness, diligence, presentment, demand of payment, protest, order and, except as set forth in paragraph (a) hereof, notice of any kind in connection with Merchant’s failure to pay timely any amount owed under the Contract and this GuarantyAgreement; (ii) any requirement that PG&E exhaust adverse change in any right to take any action against the Seller Merchant’s financial condition or any other person prior to or contemporaneously with proceeding to exercise any right against the Guarantor under this Guarantybusiness; (iii) to the fullest extent permitted by law, the benefit any sale or other disposition of any statute collateral securing the Guaranteed Obligations or any other guarantee of limitations affecting its liability under or the enforcement of this GuarantyGuaranteed Obligations; (iv) PEC’s acceptance of the Agreement with any right to require PG&E to (A) proceed against or exhaust any insurance or security held from the Seller or any other party, or (B) pursue any other remedy available to PG&EMerchant; and (v) any defense based on renewal, extension, or arising out of any defense other modification of the Seller Agreement or any Merchant’s other than payment in full obligations to PEC. In addition, PEC may take any of the amount(sfollowing actions without releasing any Guarantor from any obligations under this Guarantee: (i) owedrenew, including without limitation extend, or otherwise modify the Agreement or any defense based on Merchant’s other obligations to PEC; (ii) if there is more than one Merchant, release a Merchant from its obligations to PEC such that at least one Merchant remains obligated to PEC; (iii) sell, release, impair, waive, or arising out otherwise fail to realize upon any collateral securing the Guaranteed Obligations or any other guarantee of the disability of the Seller, the unenforceability of the indebtedness from any cause, or the cessation from any cause of the liability of the Seller, other than payment in full of the amount(sGuaranteed Obligations; and (iv) owed. The Guarantor agrees that PG&E may, at its election, foreclose on any security held by PG&E, whether collateral securing the Guaranteed Obligations or not the means of foreclosure is commercially reasonable, or exercise any other right or remedy available to PG&E without affecting or impairing in any way the liability guarantee of the Guaranteed Obligations in a manner that impairs or precludes the right of Guarantor to obtain reimbursement for payment under the Agreement. Until the Receivables Purchased Amount and each Merchant’s other obligations to PEC under the Agreement and this Guaranty, except to the extent the amount(s) owed to PG&E by the Seller have been paid. The Guarantor further agrees that until all amounts owed by the Seller to PG&E Guarantee are paid in full, even though such amounts may in total exceed the Guarantor’s liability hereunder, the each Guarantor shall have no right not seek reimbursement from any Merchant or any other guarantor for any amounts paid by it under the Agreement. Each Guarantor permanently waives and shall not seek to exercise any of subrogation, waives any right to enforce any remedy the following rights that PG&E has or it may have against the Sellerany Merchant, and waives any benefit of and other guarantor, or any right to participation in collateral provided by any security from the Seller now Merchant or later held any other guarantor, for any amounts paid by the Guarantor. The Guarantor assumes all responsibility for keeping itself informed of the Seller’s financial condition and all other factors affecting the risks and liability assumed it or acts performed by the Guarantor hereunder, and PG&E shall have no duty to advise the Guarantor of information known to it regarding such risksunder this Guarantee: (i) subrogation; (ii) reimbursement; (iii) performance; (iv) indemnification; or (v) contribution.

Guarantor Waivers. The In the Event of Default, Purchaser may seek recovery from Guarantor hereby waives (i) promptness, diligence, presentment, demand for all of payment, protest, order and, except as set forth in paragraph (a) hereof, notice Purchaser's losses and damages by enforcement of any kind in connection with the Contract and Purchaser's rights under this Guaranty; (ii) any requirement that PG&E exhaust any right Performance Guaranty without first seeking to take any action against the obtain payment from Seller or any other person prior guarantor, or any other guaranty. Purchaser does not have to notify Guarantor of any of the following events and Guarantor will not be released from its obligations under the Agreement and this Performance Guaranty if it is not notified of: Ii} Seller's failure to pay timely any amount owed under the Agreement; Iii) any adverse change in Seller's financial condition or contemporaneously with proceeding business;{iii} Purchaser's acceptance of the Agreement; and {iv} any renewal, extension or other modification of the Agreement or Seller's other obligations to Purchaser. In addition, Purchaser may take any of the following actions without releasing Guarantor from any of its obligations under the Agreement and this Performance Guaranty: {i}renew, extend or otherwise modify the Agreement or Seller's other obligations to Purchaser; and {ii} release Seller from its obligations to Purchaser. Guarantor shall not seek reimbursement from Seller or any other guarantor for any amounts paid by it under the Agreement or this Performance Guaranty. Guarantor permanently waives and shall not seek to exercise any right of the following rights that it may have against Seller, or any other guarantor, for any amounts paid by it, or acts performed by it, under the Guarantor under Agreement or this Performance Guaranty: Ii} subrogation; (iiiIii) to the fullest extent permitted by law, the benefit of any statute of limitations affecting its liability under or the enforcement of this Guarantyreimbursement;{iii} performance; (iv) indemnification; or (v) contribution. I n the event that Purchaser must return any right to require PG&E to (A) proceed against or exhaust any insurance or security held from the amount paid by Seller or any other partyguarantor of the Guaranteed Obligations because that person has become subject to a proceeding under the United States Bankruptcy Code or any similar law, or (B) pursue any other remedy available to PG&EGuarantor's obligations under the Agreement and this Performance Guaranty shall include that amount. Guarantor Acknowledgement. Guarantor acknowledges that: {i} He / She / They understand the seriousness of the provisions of the Agreement, including the Jury TriaI Waiver and Arbitration sections, and this Performance Guaranty; (vi i) any defense based on He / She / They have had a full opportunity to consult with counsel of his / her /their choice; and (iii) He / She / They have consulted with counsel of hi s / her / their choice or arising out have decided not to prevail himself / hers elf / themselves of any defense that opportunity. Joint and Several liability. The obligations hereunder of the Seller other than payment in full of the amount(s) owed, including without limitation any defense based on persons or arising out of the disability of the Seller, the unenforceability of the indebtedness from any cause, or the cessation from any cause of the liability of the Seller, other than payment in full of the amount(s) owed. The Guarantor agrees that PG&E may, at its election, foreclose on any security held by PG&E, whether or not the means of foreclosure is commercially reasonable, or exercise any other right or remedy available to PG&E without affecting or impairing in any way the liability of the entities constituting Guarantor under the Agreement and this GuarantyPerformance Guaranty are joint and several. THE TERMS, except to the extent the amount(s) owed to PG&E by the Seller have been paidDEFINITIONS, CONDITIONS AND INFORMATION SET FORTH IN THE PAYMENT RIGHTS PURCHASE AND SALE AGREEMENT, INCLUDING THE PAYMENT RIGHTS PURCHASE AND SALE AGREEMENT TERMS AND CONDITIONS, ARE HEREBY INCORPORATED IN AND MADE A PART OF THIS PERFORMANCE GUARANTY. The Guarantor further agrees that until all amounts owed by the Seller to PG&E are paid in fullCAPITALIZED TERMS NOT DEFINED IN THIS PERFORMANCE GUARANTY, even though such amounts may in total exceed the Guarantor’s liability hereunderSHALL HAVE THE MEANING SET FORTH IN THE PAYMENT RIGHTS PURCHASE AND SALE AGREEMENT, the Guarantor shall have no right of subrogationINCLUDING THE PAYMENT RIGHTS PURCHASE AND SALE AGREEMENT TERMS AND CONDITIONS. MUST SIGN AS OWNER GUARANTOR: /s/ Jxxx Xxxxx Xxxxxx Jxxx Xxxxx Xxxxxx Director Guided Therapeutics, waives any right to enforce any remedy that PG&E has or may have against the Seller, and waives any benefit of and any right to participation in any security from the Seller now or later held by the Guarantor. The Guarantor assumes all responsibility for keeping itself informed of the Seller’s financial condition and all other factors affecting the risks and liability assumed by the Guarantor hereunder, and PG&E shall have no duty to advise the Guarantor of information known to it regarding such risks.Inc.

Guarantor Waivers. The If WAVE considers any Event of Default to have taken place under the Agreement, then WAVE may enforce its rights under this Guarantee without first seeking to obtain payment from any Merchant, any other guarantor, or any Collateral or Cross-Collateral WAVE may hold pursuant to this Guarantee or any other agreement or guarantee. WAVE does not have to notify any Guarantor hereby waives of any of the following events and Guarantor(s) will not be released from its obligations under this Guarantee even if it is not notified of: (i) promptness, diligence, presentment, demand of payment, protest, order and, except as set forth in paragraph (a) hereof, notice of any kind in connection with Merchant’s failure to pay timely any amount owed under the Contract and this GuarantyAgreement; (ii) any requirement that PG&E exhaust adverse change in any right to take any action against the Seller Merchant’s financial condition or any other person prior to or contemporaneously with proceeding to exercise any right against the Guarantor under this Guarantybusiness; (iii) to the fullest extent permitted by law, the benefit any sale or other disposition of any statute collateral securing the Guaranteed Obligations or any other guarantee of limitations affecting its liability under or the enforcement of this GuarantyGuaranteed Obligations; (iv) WAVE’s acceptance of the Agreement with any right to require PG&E to (A) proceed against or exhaust any insurance or security held from the Seller or any other party, or (B) pursue any other remedy available to PG&EMerchant; and (v) any defense based on renewal, extension, or arising out of any defense other modification of the Seller Agreement or any Merchant’s other than payment in full obligations to WAVE. In addition, WAVE may take any of the amount(sfollowing actions without releasing any Guarantor from any obligations under this Guarantee: (i) owedrenew, including without limitation extend, or otherwise modify the Agreement or any defense based on Merchant’s other obligations to WAVE; (ii) if there is more than one Merchant, release a Merchant from its obligations to WAVE such that at least one Merchant remains obligated to WAVE; (iii) sell, release, impair, waive, or arising out otherwise fail to realize upon any collateral securing the Guaranteed Obligations or any other guarantee of the disability of the Seller, the unenforceability of the indebtedness from any cause, or the cessation from any cause of the liability of the Seller, other than payment in full of the amount(sGuaranteed Obligations; and (iv) owed. The Guarantor agrees that PG&E may, at its election, foreclose on any security held by PG&E, whether collateral securing the Guaranteed Obligations or not the means of foreclosure is commercially reasonable, or exercise any other right or remedy available to PG&E without affecting or impairing in any way the liability guarantee of the Guaranteed Obligations in a manner that impairs or precludes the right of Guarantor to obtain reimbursement for payment under the Agreement. Until the Receivables Purchased Amount and each Merchant’s other obligations to WAVE under the Agreement and this Guaranty, except to the extent the amount(s) owed to PG&E by the Seller have been paid. The Guarantor further agrees that until all amounts owed by the Seller to PG&E Guarantee are paid in full, even though such amounts may in total exceed the Guarantor’s liability hereunder, the each Guarantor shall have no right not seek reimbursement from any Merchant or any other guarantor for any amounts paid by it under the Agreement. Each Guarantor permanently waives and shall not seek to exercise any of subrogation, waives any right to enforce any remedy the following rights that PG&E has or it may have against the Sellerany Merchant, and waives any benefit of and other guarantor, or any right to participation in collateral provided by any security from the Seller now Merchant or later held any other guarantor, for any amounts paid by the Guarantor. The Guarantor assumes all responsibility for keeping itself informed of the Seller’s financial condition and all other factors affecting the risks and liability assumed it or acts performed by the Guarantor hereunder, and PG&E shall have no duty to advise the Guarantor of information known to it regarding such risksunder this Guarantee: (i) subrogation; (ii) reimbursement; (iii) performance; (iv) indemnification; or (v) contribution.

Guarantor Waivers. The If any Event of Default takes place under the Agreement, then CEDAR may enforce its rights under this Guarantee without first seeking to obtain payment from any Merchant, any other guarantor, or any Collateral or Cross-Collateral CEDAR may hold pursuant to this Guarantee or any other agreement or guarantee. CEDAR does not have to notify any Guarantor hereby waives of any of the following events and Guarantor(s) will not be released from its obligations under this Guarantee even if it is not notified of: (i) promptness, diligence, presentment, demand of payment, protest, order and, except as set forth in paragraph (a) hereof, notice of any kind in connection with Merchant’s failure to pay timely any amount owed under the Contract and this GuarantyAgreement; (ii) any requirement that PG&E exhaust adverse change in any right to take any action against the Seller Merchant’s financial condition or any other person prior to or contemporaneously with proceeding to exercise any right against the Guarantor under this Guarantybusiness; (iii) to the fullest extent permitted by law, the benefit any sale or other disposition of any statute collateral securing the Guaranteed Obligations or any other guarantee of limitations affecting its liability under or the enforcement of this GuarantyGuaranteed Obligations; (iv) CEDAR’s acceptance of the Agreement with any right to require PG&E to (A) proceed against or exhaust any insurance or security held from the Seller or any other party, or (B) pursue any other remedy available to PG&EMerchant; and (v) any defense based on renewal, extension, or arising out of any defense other modification of the Seller Agreement or any Merchant’s other than payment in full obligations to CEDAR. In addition, CEDAR may take any of the amount(sfollowing actions without releasing any Guarantor from any obligations under this Guarantee: (i) owedrenew, including without limitation extend, or otherwise modify the Agreement or any defense based on Merchant’s other obligations to CEDAR; (ii) if there is more than one Merchant, release a Merchant from its obligations to CEDAR such that at least one Merchant remains obligated to CEDAR; (iii) sell, release, impair, waive, or arising out otherwise fail to realize upon any collateral securing the Guaranteed Obligations or any other guarantee of the disability of the Seller, the unenforceability of the indebtedness from any cause, or the cessation from any cause of the liability of the Seller, other than payment in full of the amount(sGuaranteed Obligations; and (iv) owed. The Guarantor agrees that PG&E may, at its election, foreclose on any security held by PG&E, whether collateral securing the Guaranteed Obligations or not the means of foreclosure is commercially reasonable, or exercise any other right or remedy available to PG&E without affecting or impairing in any way the liability guarantee of the Guaranteed Obligations in a manner that impairs or precludes the right of Guarantor to obtain reimbursement for payment under the Agreement. Until the Receivables Purchased Amount and each Merchant’s other obligations to CEDAR under the Agreement and this Guaranty, except to the extent the amount(s) owed to PG&E by the Seller have been paid. The Guarantor further agrees that until all amounts owed by the Seller to PG&E Guarantee are paid in full, even though such amounts may in total exceed the Guarantor’s liability hereunder, the each Guarantor shall have no right not seek reimbursement from any Merchant or any other guarantor for any amounts paid by it under the Agreement. Each Guarantor permanently waives and shall not seek to exercise any of subrogation, waives any right to enforce any remedy the following rights that PG&E has or it may have against the Sellerany Merchant, and waives any benefit of and other guarantor, or any right to participation in collateral provided by any security from the Seller now Merchant or later held any other guarantor, for any amounts paid by the Guarantorit or acts performed by it under this Guarantee: (i) subrogation; (ii) reimbursement; (iii) performance; (iv) indemnification; or (v) contribution. The Guarantor assumes all responsibility for keeping itself informed of the Seller’s financial condition and all other factors affecting the risks and liability assumed by the Guarantor hereunder, and PG&E shall have no duty to advise the Guarantor of information known to it regarding such risksG4.

Guarantor Waivers. The Guarantor hereby waives (i) promptness, diligence, presentment, demand of payment, protest, order and, except as set forth in paragraph (a) hereof, notice of any kind in connection with the Contract Agreements and this Guaranty; (ii) any requirement that PG&E exhaust any right to take any action against the Seller Counterparty or any other person prior to or contemporaneously with proceeding to exercise any right against the Guarantor under this Guaranty; (iii) to the fullest extent permitted by law, the benefit of any statute of limitations affecting its liability under or the enforcement of this Guaranty; (iv) any right to require PG&E to (A) proceed against or exhaust any insurance or security held from the Seller Counterparty or any other party, or (B) pursue any other remedy available to PG&E; (v) any defense based on or arising out of any defense of the Seller Counterparty other than payment in full of the amount(s) owed, including without limitation any defense based on or arising out of the disability of the SellerCounterparty, the unenforceability of the indebtedness from any cause, or the cessation from any cause of the liability of the SellerCounterparty, other than payment in full of the amount(s) owed. The Guarantor agrees that PG&E may, at its election, foreclose on any security held by PG&E, whether or not the means of foreclosure is commercially reasonable, or exercise any other right or remedy available to PG&E without affecting or impairing in any way the liability of the Guarantor under this Guaranty, except to the extent the amount(s) owed to PG&E by the Seller Counterparty have been paid. The Guarantor further agrees that until all amounts owed by the Seller Counterparty to PG&E are paid in full, even though such amounts may in total exceed the Guarantor’s liability hereunder, the Guarantor shall have no right of subrogation, waives any right to enforce any remedy that PG&E has or may have against the SellerCounterparty, and waives any benefit of and any right to participation in any security from the Seller Counterparty now or later held by the Guarantor. The Guarantor assumes all responsibility for keeping itself informed of the SellerCounterparty’s financial condition and all other factors affecting the risks and liability assumed by the Guarantor hereunder, and PG&E shall have no duty to advise the Guarantor of information known to it regarding such risks.

Guarantor Waivers. The a. Guarantor hereby waives fully and completely waives, releases and relinquishes: (i) promptnessall notices to Guarantor, diligenceto Borrower, presentmentor to any other person, including, but not limited to, notices of the acceptance of this Guaranty, or the creation, renewal, extension, modification or accrual of any of the Guaranteed Obligations owed to Lender and, except to the extent set forth herein, enforcement of any right or remedy with respect thereto, and notice of any other matters relating thereto; (ii) diligence and demand of payment, presentment, protest, order and, except as set forth in paragraph (a) hereof, dishonor and notice of any kind in connection with the Contract and this Guaranty; (ii) any requirement that PG&E exhaust any right to take any action against the Seller or any other person prior to or contemporaneously with proceeding to exercise any right against the Guarantor under this Guarantydishonor; (iii) to the fullest extent permitted by law, the benefit of any statute of limitations affecting its Guarantor’s liability under hereunder or the enforcement of this Guarantythereof; (iv) any defense to the recovery by Lender against Guarantor of any deficiency or otherwise to the enforcement of this Guaranty based upon Lender’s election of any remedy against Guarantor or Borrower, including the defense to enforcement of this Guaranty (the so-called “Gradsky” defense) which, absent this waiver, Guarantor would have by virtue of an election by Lender to conduct a non-judicial foreclosure sale (also known as a “trustee’s sale”) of any real property security for the Loan, it being understood by Guarantor that any such non-judicial foreclosure sale will destroy, by operation of California Code of Civil Procedure (“CCP”) Section 580d, all rights of any party to a deficiency judgment against Borrower and, as a consequence, will destroy all rights that Guarantor would otherwise have (including the right of subrogation, the right of reimbursement, and the right of contribution) to require PG&E to (A) proceed against or exhaust any insurance or security held from the Seller or any other party, or (B) pursue any other remedy available to PG&EBorrower; (v) any defense based on or arising out benefits that may be derived from CCP Sections 580a, 580b, 580d or 726, or comparable provisions of the laws of any defense other jurisdiction and all other anti-deficiency and one form of action defenses under the laws of California and any other jurisdiction; and (vi) any right to a fair value hearing under CCP Section 580a, or any other similar law, to determine the size of any deficiency owing (for which Guarantor would be liable hereunder) following a non-judicial foreclosure sale. Notwithstanding any foreclosure of the Seller lien of any security agreement, deed of trust, mortgage, or other than payment in full security instrument with respect to any or all of any real or personal property secured thereby, whether by the exercise of the amount(s) owedpower of sale, including without limitation any defense based on by an action for judicial foreclosure or arising out by an acceptance of the disability a deed in lieu of the Sellerforeclosure, the unenforceability of the indebtedness from any cause, or the cessation from any cause of the liability of the Seller, other than payment in full of the amount(s) owed. The Guarantor agrees that PG&E may, at its election, foreclose on any security held by PG&E, whether or not the means of foreclosure is commercially reasonable, or exercise any other right or remedy available to PG&E without affecting or impairing in any way the liability of the Guarantor shall remain bound under this Guaranty, except to the extent the amount(s) owed to PG&E by the Seller have been paid. The Guarantor further agrees that until all amounts owed by Lender may enforce this Guaranty upon the Seller to PG&E are paid in fulloccurrence and during the continuation of an event of default under the loan agreement, even though such amounts may in total exceed the Guarantor’s liability hereunder, the Guarantor shall have no right of subrogation, waives note or any right to enforce any remedy that PG&E has or may have against the Seller, and waives any benefit of and any right to participation in any security from the Seller now or later held by the Guarantor. The Guarantor assumes all responsibility for keeping itself informed of the Sellerother Loan Documents, notwithstanding the existence of any dispute between Borrower and Lender with respect to the existence of the event of default or performance of any of Borrower’s financial condition and all obligations under the Loan Documents, or any counterclaim, set-off or other factors affecting the risks and liability assumed claim which Borrower may allege against Lender with respect thereto. Moreover, Guarantor agrees that its obligations shall not be affected by the Guarantor hereunder, and PG&E shall have no duty to advise the Guarantor any circumstances which constitute a legal or equitable discharge of information known to it regarding such risksa guarantor or surety.