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 has 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 no duty to advise the Guarantor of information known to it regarding such risks.

Guarantor Waivers. The In addition to any other waivers contained herein, Guarantor waives and agrees as follows: (a) Guarantor expressly waives any right Guarantor may now or in the future have to require Lender to, and Lender shall not have any liability to, first pursue or enforce against Borrower, the Collateral, or any other security, guaranty, or pledge that may now or hereafter be held by Lender for the Liabilities or for the Guaranty Obligations, or to apply such security, guaranty, or pledge to the Liabilities or to the Guaranty Obligations, or to pursue any other remedy in Lender's power that Guarantor may or may not be able to pursue and that may lighten Guarantor's burden, before proceeding against the Collateral. Guarantor shall remain liable for the Guaranty Obligations, notwithstanding any judgment Lender may obtain against Borrower, any other guarantor of the Liabilities, or any other Person, or any modification, extension, or renewal with respect thereto. (b) Guarantor has entered into this Agreement based solely upon Guarantor's independent knowledge of Borrower's financial condition and Guarantor assumes full responsibility for obtaining any further information with respect to Borrower or the conduct of its business. Guarantor represents that Guarantor is now, and during the terms of this Agreement will be, responsible for ascertaining the financial condition of Borrower. Guarantor hereby waives any duty on the part of Lender to disclose to Guarantor, and agrees that Guarantor is not relying upon nor expecting Lender to disclose to Guarantor, any fact known or hereafter known by Lender relating to the operation or condition of Borrower or its business. Guarantor knowingly accepts the full range of risk encompassed in a contract of guaranty, which risk includes the possibility that Borrower may incur Indebtedness after its financial condition or its ability to pay its debts as they mature has deteriorated. (c) Lender shall not be under any liability to marshal any assets in favor of Guarantor or in payment of any or all of the Liabilities or Guarantor Obligations. (d) Guarantor hereby waives: (i) promptness, diligence, presentment, demand demand, protest, notice of acceleration, dishonor, non-payment, protest, order andor any delay related thereto, with respect to any instruments or documents relating to the Liabilities or the Guaranty Obligations, except as specifically provided in Section 2.3; (ii) notice of any extension, modification, renewal, or amendment of any of the terms of the Loan Agreement or any other Loan Document relating to the Liabilities or the Guaranty Obligations; (iii) notice of the occurrence of any Default or Event of Default with respect to the Liabilities, the Guaranty Obligations, or the Collateral; and (iv) notice of any exercise or non-exercise by Lender of any right, power, or remedy with respect to the Liabilities, the Collateral, or the Guaranty Obligations. If Lender may, under applicable law, proceed to realize its benefits under any Loan Document giving Lender a Lien upon any Collateral, either by judicial foreclosure or by nonjudicial sale or enforcement, Lender may, at its sole option, determine which of its remedies or rights it may pursue without affecting any of its rights and remedies under this Agreement. If, in the exercise of any of its rights and remedies, Lender shall forfeit any of its rights or remedies under any Loan Document, including obtaining a deficiency judgment against Borrower or any other Person, whether because of any applicable laws pertaining to "election of remedies," anti-deficiency rules, or the like, Guarantor hereby consents to such action by Lender and waives any claim based upon such action. Any election of remedies that results in the denial or impairment of the right of Lender to seek a deficiency judgment against Borrower shall not impair Guarantor's obligations under this Agreement. In the event Lender shall bid at any foreclosure or trustee's sale or at any public or private sale permitted by law or the Loan Documents, Lender may bid all or less than the amount of the Liabilities or the Guaranty Obligations and the amount of such bid need not be paid by Lender but shall be credited and applied as set forth in paragraph (a) hereofSection 5. The amount of the successful bid at any such sale, 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 whether Lender or any other person prior party (including Guarantor) is the successful bidder, shall be deemed to or contemporaneously with proceeding be prima facie evidence of the fair market value of the Collateral and the amount remaining after application of such bid amount in the manner set forth in Section 5 shall be deemed to exercise any right against be prima facie evidence of the Guarantor amount of the amount at such time of the remaining Liabilities guaranteed under this Guaranty; Agreement. (iiie) Guarantor agrees and represents that the Liabilities are and shall be incurred by Borrower, and that the Guaranty Obligations are and shall be incurred by Guarantor, for business and commercial purposes only. Guarantor agrees that any claim of Lender against Guarantor arising out of this Agreement arises out of the conduct by Guarantor of Guarantor's trade, business, or profession. Guarantor undertakes all the risks encompassed in the Loan Agreement and the other Loan Documents as they may be now or are hereafter agreed upon by Lender and Borrower. Lender, in such manner and upon such terms and at such time as it deems best, and with or without notice to Guarantor, may release, add, subordinate or substitute security for the fullest extent permitted Liabilities or the Guaranty Obligations. (f) Guarantor waives and agrees that Guarantor shall not at any time insist upon, plead, or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, or redemption laws, or exemption, whether now or at any time hereafter in force, which may delay, prevent, or otherwise affect the performance by lawGuarantor of the Guaranty Obligations or the enforcement by Lender of this Agreement. (g) A separate action or actions may be brought under this Agreement or any of the Loan Documents and prosecuted by Lender against Guarantor whether or not an action is brought against Borrower, or whether Borrower is joined in any such action or actions. Without limiting the generality of the foregoing, Guarantor expressly waives the benefit of any statute of limitations limitation affecting its liability under the Liabilities and expressly agrees that the running of a period of limitation on, or Lender's delay or omission in, any action by Lender against Borrower or for the foreclosure of any Lien 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 interest in the Collateral shall not exonerate or not affect Guarantor's liability to pay and perform 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 risksGuaranty Obligations.

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 Guarantor undersigned 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 any defense based upon: (a) hereofNotice of acceptance of this Guaranty and of the making of the Loan by Xxxxxx to Borrower; (b) Presentment and demand for payment of the Debt or any portion thereof; (c) Protest and notice of dishonor or default to the undersigned with respect to the Debt or any portion thereof; (d) Notice of intent to accelerate, notice of any kind in connection with acceleration and all other notices to which the Contract and undersigned might otherwise be entitled; (e) Any demand for payment under this Guaranty; ; (iif) any requirement that PG&E exhaust any right to take any action against the Seller The incapacity, lack of authority, death or disability of Borrower or any other person prior or entity; (g) The failure of Lender to commence an action against Xxxxxxxx and/or Guarantor 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 by Xxxxxx at any other partytime, or (B) to pursue any other remedy available whatsoever at any time; (h) Any duty on the part of Lender to PG&E; disclose to the undersigned any facts Lender may now or hereafter know regarding Borrower, regardless of whether Xxxxxx has reason to believe (vi) that any defense based on such facts materially increase the risk beyond that which the undersigned intends to assume, or arising out of any defense (ii) that such facts are unknown to the undersigned, the undersigned acknowledging that he, she or it is fully responsible for being and keeping informed of the Seller financial condition and affairs of Borrower; (i) Lack of notice of default, demand of performance or notice of acceleration to Borrower or any other than payment in full party with respect to the Loan or Borrower’s obligations guaranteed hereby; (j) The consideration for this Guaranty (or lack or inadequacy thereof); (k) Any acts or omissions of Lender which vary, increase or decrease the amount(srisk on the undersigned; (l) owed, including without limitation Any rights or defenses based upon an offset by the undersigned against any defense based on obligation now or arising out hereafter owed to the undersigned by Borrower; (m) Any statute of the disability of the Seller, the unenforceability of the indebtedness from any cause, or the cessation from any cause of limitations affecting the liability of the Sellerundersigned hereunder, the liability of Borrower or Guarantor under the Loan Documents or the enforcement hereof, to the extent permitted by law; (n) The application by Borrower of the proceeds of the Loan for purposes other than payment the purposes represented by Borrower to Lender and the undersigned or intended or understood by Xxxxxx or the undersigned; (o) An election of remedies by Xxxxxx, including any election to proceed against any collateral by judicial or nonjudicial foreclosure, whether real property or personal property, or by deed in full of the amount(s) owed. The Guarantor agrees that PG&E maylieu thereof, at its election, foreclose on any security held by PG&E, and whether or not the means every aspect of any foreclosure sale is commercially reasonable, and whether or exercise not any such election of remedies destroys or otherwise impairs the subrogation rights of the undersigned or the rights of the undersigned to proceed against Borrower or any guarantor by way of subrogation or for reimbursement or contribution, or all such rights; (p) Any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in any other right or remedy available to PG&E without affecting or impairing aspects more burdensome than that of the principal obligor; (q) Xxxxxx’s election, in any way the liability proceeding instituted under Title 11 of the Guarantor under this GuarantyUnited States Code (the “Bankruptcy Code”), 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 application of Section 1111(b)(2) of the risks and liability assumed by Bankruptcy Code or any successor statute; and (r) Any borrowing or any grant of a security interest under Section 364 of the Guarantor hereunder, and PG&E shall have no duty to advise the Guarantor of information known to it regarding such risksBankruptcy Code. THIS IS AN UNCONDITIONAL AND IRREVOCABLE WAIVER OF ANY RIGHTS AND DEFENSES THE UNDERSIGNED MAY HAVE BECAUSE XXXXXXXX’S DEBT IS SECURED BY INTERESTS IN REAL PROPERTY.

Guarantor Waivers. The If CF considers any Event of Default to have taken place under the Agreement, then CF 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 CF may hold pursuant to this Guarantee or any other agreement or guarantee. CF 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) CF’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 CF. In addition, CF 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 CF; (ii) if there is more than one Merchant, release a Merchant from its obligations to CF such that at least one Merchant remains obligated to CF; (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 CF 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 irrevocably and unconditionally waives: (a) All defenses by reason of any disability of Lessee; (b) Any and all rights it may have now or in the future to require or demand that Lessors pursue any right or remedy Lessors may have against Lessee or any other third party; (c) Any and all rights it may have to enforce any remedies available to Lessors, now or in the future, against Lessee; (d) Any and all rights to participate in any security held by Lessors now or in the future; (e) The right to require Lessors to (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 proceed against the Seller Lessee or any other person prior to or contemporaneously with proceeding to exercise any right against the Guarantor under this Guaranty; guarantor(s), (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 (Aii) proceed against or exhaust any insurance security which Lessors now holds or security held may hold in the future from the Seller or any other partyLessee, or (Biii) 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 Lessors; (f) All rights of subrogation, reimbursement, indemnity, and contribution (in any way each case until such time as the liability Lease shall have terminated and all of the Guarantor Lessee’s obligations thereunder, and Guarantor’s obligations under this Guaranty, except to the extent the amount(s) owed to PG&E by the Seller shall 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 all rights to enforce any remedy that PG&E has or Lessors may have against the SellerLessee, and waives any benefit of and any right all rights to participation participate in any security held by Lessors for the obligations of Lessee under the Lease, as well as any defense based upon the impairment of any subrogation, reimbursement, indemnity, or contribution rights, or of any of the other foregoing rights, that Guarantor might have absent the foregoing waiver. Further, Guarantor agrees (a) not to seek to enforce or to obtain any such right, or to accept any payment from any other person, in violation of the Seller foregoing waiver, and (b) that any agreement or other understanding at any time entered into with any person granting any such right to Guarantor shall be null and void; and (g) Any and all other waivable defenses. In addition, Guarantor hereby expressly waives and relinquishes all rights, remedies, and defenses accorded by applicable law to guarantors and agrees not to assert or take advantage of any such rights, remedies, or defenses, including but not limited to: (a) the defense of the statute of limitations in any action hereunder or in any action for the collection of any indebtedness or the performance of any obligation hereby guaranteed; (b) any defense that may arise by reason of the incapacity, lack of authority, death or administration, bankruptcy, or any other proceeding) of any other person or persons; (c) any defense based upon the failure to give notice of the acceptance of this Guaranty by any person; (d) any defense based upon the failure to make, give, or serve demand, notice of default or nonpayment, presentment, protest and all other notices of any kind to which Guarantor might otherwise be entitled in connection with this Guaranty or the Lease (but not including any notice to Lessee referred to in Section 1.1(a) or any notice to Lessee of an alleged default under the Lease); (e) all rights and defenses arising out of an election of remedies by Lessors; (f) any defense based upon any lack of diligence by Lessors in the collection of any sums owing under the Lease; (g) 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; (h) any duty on the part of Lessors to disclose to Guarantor any facts Lessors may now or later held by hereafter know about Lessee, regardless of whether Lessors has reason to believe that any such facts materially increase the risk beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor. The , it being understood and agreed that Guarantor assumes all responsibility is fully responsible for being and keeping itself informed of the Seller’s financial condition of Lessee and of all other factors affecting circumstances bearing on the risks risk of nonpayment of any obligations hereby guaranteed; and liability assumed (i) any defense arising because of an election made by Lessors under the Guarantor hereunder, and PG&E shall have no duty to advise the Guarantor of information known to it regarding such risksFederal Bankruptcy Code.

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 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 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 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 In addition to any other waivers contained herein, Guarantor waives and agrees as follows: (a) Guarantor expressly waives any right Guarantor may now or in the future have to require Lender to, and Lender shall not have any liability to, first pursue or enforce against Borrower, the Collateral, or any other security, guaranty, or pledge that may now or hereafter be held by Lender for the Liabilities or for the Guaranty Obligations, or to apply such security, guaranty, or pledge to the Liabilities or to the Guaranty Obligations, or to pursue any other remedy in Lender's power that Guarantor may or may not be able to pursue and that may lighten Guarantor's burden, before proceeding against the Collateral. Guarantor shall remain liable for the Guaranty Obligations, notwithstanding any judgment Lender may obtain against Borrower, any other guarantor of the Liabilities, or any other Person, or any modification, extension, or renewal with respect thereto. (b) Guarantor has entered into this Agreement based solely upon Guarantor's independent knowledge of Borrower's financial condition and Guarantor assumes full responsibility for obtaining any further information with respect to Borrower or the conduct of its business. Guarantor represents that Guarantor is now, and during the terms of this Agreement will be, responsible for ascertaining the financial condition of Borrower. Guarantor hereby waives any duty on the part of Lender to disclose to Guarantor, and agrees that Guarantor is not relying upon nor expecting Lender to disclose to Guarantor, any fact known or hereafter known by Lender relating to the operation or condition of Borrower or its business. Guarantor knowingly accepts the full range of risk encompassed in a contract of guaranty, which risk includes the possibility that Borrower may incur Indebtedness after its financial condition or its ability to pay its debts as they mature has deteriorated. (c) Lender shall not be under any liability to marshal any assets in favor of Guarantor or in payment of any or all of the Liabilities or Guarxxxxx Xxxxxxxxxxx. (x) Xxxxxxxxx xxxeby waives: (i) promptnesspresentment; demand, diligenceprotest; notice of acceleration, presentmentdishonor, demand of non-payment, protest, order andor any delay related thereto, with respect to any instruments or documents relating to the Liabilities or the Guaranty Obligations, except as specifically provided in Section 2.3; (ii) notice of any extension, modification, renewal, or amendment of any of the terms of the Loan Agreement or any other Loan Document relating to the Liabilities or the Guaranty Obligations; (iii) notice of the occurrence of any Default or Event of Default with respect to the Liabilities, the Guaranty Obligations, or the Collateral; and (iv) notice of any exercise or non-exercise by Lender of any right, power, or remedy with respect to the Liabilities, the Collateral, or the Guaranty Obligations. If Lender may, under applicable law, proceed to realize its benefits under any Loan Document giving Lender a Lien upon any Collateral, either by judicial foreclosure or by nonjudicial sale or enforcement, Lender may, at its sole option, determine which of its remedies or rights it may pursue without affecting any of its rights and remedies under this Agreement. If, in the exercise of any of its rights and remedies, Lender shall forfeit any of its rights or remedies under any Loan Document, including obtaining a deficiency judgment against Borrower or any other Person, whether because of any applicable laws pertaining to "election of remedies," anti-deficiency rules, or the like, Guarantor hereby consents to such action by Lender and waives any claim based upon such action. Any election of remedies that results in the denial or impairment of the right of Lender to seek a deficiency judgment against Borrower shall not impair Guarantor's obligations under this Agreement. In the event Lender shall bid at any foreclosure or trustee's sale or at any public or private sale permitted by law or the Loan Documents, Lender may bid all or less than the amount of the Liabilities or the Guaranty Obligations and the amount of such bid need not be paid by Lender but shall be credited and applied as set forth in paragraph (a) hereofSection 5. The amount of the successful bid at any such sale, 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 whether Lender or any other person prior party (including Guarantor) is the successful bidder, shall be deemed to or contemporaneously with proceeding be prima facie evidence of the fair market value of the Collateral and the amount remaining after application of such bid amount in the manner set forth in Section 5 shall be deemed to exercise any right against be prima facie evidence of the Guarantor amount of the amount at such time of the remaining Liabilities guaranteed under this Guaranty; Agreement. (iiie) Guarantor agrees and represents that the Liabilities are and shall be incurred by Borrower, and that the Guaranty Obligations are and shall be incurred by Guarantor, for business and commercial purposes only. Guarantor agrees that any claim of Lender against Guarantor arising out of this Agreement arises out of the conduct by Guarantor of Guarantor's trade, business, or profession. Guarantor undertakes all the risks encompassed in the Loan Agreement and the other Loan Documents as they may be now or are hereafter agreed upon by Lender and Borrower. Lender, in such manner and upon such terms and at such time as it deems best, and with or without notice to Guarantor, may release, add, subordinate or substitute security for the fullest extent permitted Liabilities or the Guaranty Obligations. (f) Guarantor waives and agrees that Guarantor shall not at any time insist upon, plead, or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, or redemption laws, or exemption, whether now or at any time hereafter in force, which may delay, prevent, or otherwise affect the performance by lawGuarantor of the Guaranty Obligations or the enforcement by Lender of this Agreement. (g) A separate action or actions may be brought under this Agreement or any of the Loan Documents and prosecuted by Lender against Guarantor whether or not an action is brought against Borrower, or whether Borrower is joined in any such action or actions. Without limiting the generality of the foregoing, Guarantor expressly waives the benefit of any statute of limitations limitation affecting its liability under the Liabilities and expressly agrees that the running of a period of limitation on, or Lender's delay or omission in, any action by Lender against Borrower or for the foreclosure of any Lien 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 interest in the Collateral shall not exonerate or not affect Guarantor's liability to pay and perform 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 risksGuaranty Obligations.

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 addition to any other waivers provided in this Guaranty, Guarantor hereby waives each of the following, to the fullest extent allowed by law: 8.1 Guarantor expressly waives any right it may now or in the future have to require Lender to, and Lender shall not have any liability to, first pursue or enforce against Borrower, the Collateral, or any other security, guaranty, or pledge that may now or hereafter be held by Lender for the Obligations or for the Guaranteed Obligations, or to apply such security, guaranty, or pledge to the Obligations or to the Guaranteed Obligations (except with respect to funds or proceeds thereof or received with respect thereto), or to pursue any other remedy in Lender’s power that Guarantor may or may not be able to pursue itself and that may lighten Guarantor’s burden, before proceeding against the Collateral. Guarantor shall remain liable for the Guaranteed Obligations, notwithstanding any judgment Lender may obtain against Borrower, any other guarantor of the Obligations, or any other person, or any modification, extension, or renewal with respect thereto. 8.2 Guarantor has entered into this Guaranty based solely upon its independent knowledge of Borrower’s financial condition and Guarantor assumes full responsibility for obtaining any further information with respect to Borrower or the conduct of its business. Guarantor represents that it is now, and during the terms of this Guaranty will be, responsible for ascertaining the financial condition of Borrower. Guarantor hereby waives any duty on the part of Lender to disclose to Guarantor, and agrees that it is not relying upon nor expecting Lender to disclose to it, any fact known or hereafter known by Lender relating to the operation or condition of Borrower or its business. Guarantor knowingly accepts the full range of risk encompassed in a contract of guaranty, which risk includes the possibility that Borrower may incur indebtedness after its financial condition or its ability to pay its debts as they mature has deteriorated. 8.3 Lender shall not be under any liability to marshal any assets in favor of Guarantor or in payment of any or all of the Obligations or Guaranteed Obligations. 8.4 Guarantor hereby waives: (i) promptness, diligence, presentment, demand demand, protest, notice of acceleration, dishonor, non-payment, protest, order andor any delay related thereto, with respect to any instruments or documents relating to the Obligations or the Guaranteed Obligations, except as specifically provided in Section 7; (ii) notice of any extension, modification, renewal, or amendment of any of the terms of the Loan Agreement or any other Loan Document relating to the Obligations or the Guaranteed Obligations; (iii) notice of the occurrence of any Event of Default with respect to the Obligations, the Guaranteed Obligations, or the Collateral; and (iv) notice of any exercise or non-exercise by Lender of any right, power, or remedy with respect to the Obligations, the Collateral, or the Guaranteed Obligations. If Lender may, under applicable law, proceed to realize its benefits under any Loan Document giving Lender a lien upon any Collateral, either by judicial foreclosure or by nonjudicial sale or enforcement, Lender may, at its sole option, determine which of its remedies or rights it may pursue without affecting any of its rights and remedies under this Guaranty. If, in the exercise of any of its rights and remedies, Lender shall forfeit any of its rights or remedies under any Loan Document, including obtaining a deficiency judgment against Borrower or any other person, whether because of any applicable laws pertaining to “election of remedies,” anti-deficiency rules, or the like, Guarantor hereby consents to such action by Lender and waives any claim based upon such action. Any election of remedies that results in the denial or impairment of the right of Lender to seek a deficiency judgment against Borrower shall not impair Guarantor’s obligations under this Guaranty. In the event Lender shall bid at any foreclosure or trustee’s sale or at any public or private sale permitted by law or the Loan Documents, Lender may bid all or less than the amount of the Obligations or the Guaranteed Obligations and the amount of such bid need not be paid by Lender but shall be credited and applied as set forth in paragraph (a) hereofSection 19. The amount of the successful bid at any such sale, 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 whether Lender or any other person prior party (including Guarantor) is the successful bidder, shall be deemed to or contemporaneously with proceeding be prima facie evidence of the fair market value of the Collateral and the amount remaining after application of such bid amount in the manner set forth in Section 19 shall be deemed to exercise any right against be prima facie evidence of the Guarantor amount of the Obligations guaranteed 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 . 8.5 Until payment in full of the amount(s) owedGuaranteed Obligations, 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 reimbursement, indemnity, or may have against the Sellercontribution, 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 recourse with respect to advise the Collateral or any lien held therefor, all of which Guarantor expressly waives. 8.6 Guarantor agrees and represents that the Obligations are and shall be incurred by Borrower, and that the Guaranteed Obligations are and shall be incurred by Guarantor, for business and commercial purposes only. Guarantor agrees that any claim of Lender against Guarantor arising out of this Guaranty arises out of the conduct by Guarantor of information known its trade, business, or profession. Guarantor undertakes all the risks encompassed in the Loan Agreement and the other Loan Documents as they may be now or are hereafter agreed upon by Lender and Borrower. Lender, in such manner and upon such terms and at such time as it deems best, and with or without notice to Guarantor, may release, add, subordinate or substitute security for the Obligations or the Guaranteed Obligations. 8.7 Guarantor waives and agrees that it regarding shall not at any time insist upon, plead, or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, or redemption laws, or exemption, whether now or at any time hereafter in force, which may delay, prevent, or otherwise affect the performance by Guarantor of the Guaranteed Obligations or the enforcement by Lender of this Guaranty. 8.8 A separate action or actions may be brought under this Guaranty or any of the Loan Documents and prosecuted by Lender against Guarantor whether or not an action is brought against Borrower, or whether Borrower are joined in any such risksaction or actions. Without limiting the generality of the foregoing, Guarantor expressly waives the benefit of any statute of limitation affecting the Obligations and expressly agrees that the running of a period of limitation on, or Lender’s delay or omission in, any action by Lender against Borrower or for the foreclosure of any lien or the enforcement of any security interest in the Collateral shall not exonerate or affect Guarantor’s liability to pay and perform the Guaranteed Obligations.

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, 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 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, 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 Xxxxxxxx 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, set-off 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 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 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 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 If and to the extent that Trustor (for the purposes of this Section 12.23, "Guarantor") would be deemed or construed to be a guarantor or surety under applicable law with respect to its obligations hereunder, Guarantor hereby waives (i) promptnessagrees as follows: 12.23.1 Guarantor expressly agrees that until each and every term, diligencecovenant and condition of this Deed of Trust is fully performed, presentment, demand of payment, protest, order andGuarantor shall not be released by any act or event which, except as set forth in paragraph (a) hereoffor this provision of this Deed of Trust might be deemed a legal or equitable discharge or exoneration of a surety, notice or because of any kind in connection with the Contract and this Guaranty; (ii) any requirement that PG&E exhaust any right waiver, extension, modification, forbearance or delay or other act or omission of Beneficiary or its failure to take any action proceed promptly or otherwise as against the Seller Fitzgeralds or any other person prior to Guarantor, as the case may be (individually and collectively, in its or contemporaneously with proceeding to exercise their capacity as the entity or entities the obligations of which are guaranteed hereunder by Guarantor, the "Principal") or Guarantor, or because of any right action taken or omitted or circumstance which might vary the risk or affect the rights or remedies of Guarantor as against the Principal, or because of any further dealings between the Principal and Beneficiary, whether relating to this Deed of Trust or otherwise. Guarantor hereby expressly waives and surrenders any defense to Guarantor's liability under this Guaranty; (iii) to the fullest extent permitted by law, the benefit Deed 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 Trust 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.upon

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 Lender may enforce this Guaranty upon the occurrence and during the continuation of an event of default under the loan agreement, note or any of the other 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 obligations under the Loan Documents, or any counterclaim, set-off or other claim which Borrower may allege against Lender with respect thereto. Moreover, Guarantor agrees that its obligations shall not be affected by any circumstances which constitute a legal or equitable discharge of a guarantor or surety. b. Without limiting any other provision of this Guaranty, Guarantor waives all amounts owed rights and defenses that Guarantor may have because the Guaranteed Obligations are secured by real property. This means, among other things: i. That Lender may collect from Guarantor without first foreclosing on any real or personal property collateral pledged by Borrower; and ii. If Lender forecloses on any real property collateral pledged by Borrower: (A) the amount of the Guaranteed Obligations may be reduced only by the Seller price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price; and (B) Lender may collect from Guarantor even if Lender, by foreclosing on the real property collateral, has destroyed any right Guarantor may have to PG&E collect from Borrower. This is an unconditional and irrevocable waiver of any rights and defenses that Guarantor may have because the Guaranteed Obligations are paid in fullsecured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon CCP Sections 580a, 580b, 580d, or 726. c. Guarantor waives all rights and defenses arising out of an election of remedies by Lender, even though that election of remedies, such amounts may in total exceed as a nonjudicial foreclosure with respect to security for the Guaranteed Obligations, has destroyed Guarantor’s liability hereunderrights of subrogation and reimbursement against Borrower by operation of CCP Section 580d or otherwise. d. Guarantor waives Guarantor’s rights of subrogation and reimbursement, the including (i) any defenses Guarantor shall have no right of subrogation, waives any right to enforce any remedy that PG&E has or may have against the Sellerby reason of an election of remedies by Lender, and (ii) any rights or defenses Guarantor may have by reason of protection afforded to Borrower with respect to the Guaranteed Obligations pursuant to the anti-deficiency or other laws of California limiting or discharging Borrower’s obligations, including CCP Sections 580a, 580b, 580d or 726. e. Guarantor waives notice of acceptance of this Guaranty, any benefit of rights, defenses and any right benefits that may be derived from Sections 2787 to participation in any security from the Seller now or later held by the Guarantor. The Guarantor assumes all responsibility for keeping itself informed 2855, inclusive, of the Seller’s financial condition CCC or comparable provisions of the laws of any other jurisdiction, and all other factors affecting suretyship defenses Guarantor would otherwise have under the risks laws of California or any other jurisdiction. No provision or waiver in this Guaranty shall be construed as limiting the generality of any other provision or waiver contained in this Guaranty. All of the waivers contained herein are irrevocable and liability assumed unconditional and are intentionally and freely made by the Guarantor hereunder, and PG&E shall have no duty to advise the Guarantor of information known to it regarding such risksGuarantor.

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 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 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 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 If and to the extent that Trustor (for the purposes of this Section 12.23, "Guarantor") would be deemed or construed to be a guarantor or surety under applicable law with respect to its obligations hereunder, Guarantor hereby waives (i) promptnessagrees as follows: 12.23.1 Guarantor expressly agrees that until each and every terms, diligencecovenant and condition of this Deed of Trust is fully performed, presentment, demand of payment, protest, order andGuarantor shall not be released by any act or event which, except as set forth in paragraph (a) hereoffor this provision of this Deed of Trust might be deemed a legal or equitable discharge or exoneration of a surety, notice or because of any kind in connection with the Contract and this Guaranty; (ii) any requirement that PG&E exhaust any right waiver, extension, modification, forbearance or delay or other act or omission of Beneficiary or its failure to take any action proceed promptly or otherwise as against the Seller Fitzgeralds or any other person prior to Guarantor, as the case may be (individually and collectively, in its or contemporaneously with proceeding to exercise their capacity as the entity or entities the obligations of 40 42 which are guaranteed hereunder by Guarantor, the "Principal") or Guarantor, or because of any right action taken or omitted or circumstance which might vary the risk or affect the rights or remedies of Guarantor as against the Principal, or because of any further dealings between the Principal and Beneficiary, whether relating to this Deed of Trust or otherwise. Guarantor hereby expressly waives and surrenders any defenses. Guarantor's liability under this Deed of Trust based upon any of the foregoing acts, omissions, things, agreements, waivers or any of them. It is the purpose and intent of this Deed of Trust that the obligations of Guarantor under it shall be absolute and unconditional under any and all circumstances, subject to and in accordance with the terms and conditions of this Guaranty; (iii) Deed of Trust. 12.23.2 Without in any way limited the provisions of Section 12.23.1, Guarantor waives 12.23.2.1 all statutes of limitations as a defense to any action or proceeding brought against Guarantor by Beneficiary, 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) . 12.23.2.2 any right it may have to require PG&E Beneficiary to (A) proceed against the Principal or exhaust any insurance or security held from the Seller or any other party, or (B) pursue any other remedy available in Beneficiary's power to PG&E; (v) pursue, it being acknowledged and agreed that the obligations of Guarantor hereunder independent of the obligations of the Principal hereunder, and Beneficiary shall not be required to make any demand upon, exercise any right to declare a default by, or proceed against, the Principal prior to proceeding against Guarantor to the full extent of Guarantor's obligations hereunder. 12.23.2.3 any defense based on any legal disability of the Principal and any discharge, release or limitation of the liability of the Principal to Beneficiary, whether consensual or arising by operation of law or any bankruptcy, reorganization, receivership, insolvency, or debtor-relief proceeding, or from any other cause, or any claim that Guarantor's obligations exceed or are more burdensome than those of the Principal. 12.23.2.4 all presentments, demands for performance, notices of nonperformance, protests, notices of protest, notices of dishonor, notices of acceptance of this Deed of Trust and of the existence, creation, or incurring of new or additional indebtedness, and demands and notices of every kind. 12.23.2.5 any defense based on or arising out of any defense that the Principal may have to the payment or performance of the Seller other than payment any obligation set forth in full this Deed of the amount(s) owedTrust, 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 and 12.23.2.6 Until all obligations under this Guaranty, except to the extent the amount(s) owed to PG&E by the Seller Deed of Trust have been paid. The Guarantor further agrees that until all amounts owed by the Seller to PG&E are paid and performed in full, even though such amounts may in total exceed the Guarantor’s liability hereunder, the Guarantor shall have no right all rights of subrogation, waives any right subrogation and all rights to enforce any remedy that PG&E has or Guarantor may have against the SellerPrincipal, and waives all regardless of whether Guarantor may have made any benefit of and any right payments to participation in any security from the Seller now or later held by the Guarantor. The Beneficiary. 12.23.2.7 Guarantor assumes all full responsibility for keeping itself informed of the Seller’s financial condition and business operations of the Principal and all other factors circumstances affecting the risks Principal's ability to pay for and liability assumed by the Guarantor hereunderperform its obligations, and PG&E shall have no duty to advise the Guarantor of information known to it regarding such risks.agrees

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 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. In addition to any other waivers contained herein, each Guarantor waives and agrees as follows: (a) The Guaranty Obligations are the immediate, direct, primary, and absolute liabilities of such Guarantor, and are independent of, the Obligations to LLCP or the obligations of any other guarantor thereof. Except to the extent this Guaranty becomes non-recourse by its terms, such Guarantor expressly alone waives any right he or it as the case may be may now or in the future have to require LLCP to, and LLCP shall not have any obligation to, first pursue or enforce against the Company, any properties or assets of the Company, the Pledged Collateral, or any other security, guaranty, or pledge that may now or hereafter be held by LLCP for the Obligations to LLCP or for the Guaranty Obligations, or to apply such security, guaranty, or pledge to the Obligations to LLCP or to the Guaranty Obligations, or to pursue any other remedy in LLCP's power that such Guarantor may or may not be able to pursue alone and that may lessen such Guarantor's burden, before proceeding against the Pledged Collateral. Such Guarantor agrees that any notice or directive given at any time to LLCP that is inconsistent with the waiver in the immediately preceding sentence shall be null and void and may be ignored by LLCP, and, in addition, may not be pleaded or introduced as evidence in any litigation or other dispute resolution procedure relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this Guaranty, unless LLCP has specifically agreed otherwise in writing. Such Guarantor shall remain liable for the Guaranty Obligations, notwithstanding any judgment LLCP may obtain against the Company, any Guarantor, any other guarantor of the Obligations to LLCP, or any other Person, or any modification, extension, or renewal with respect thereto. (b) Such Guarantor has entered into this Guaranty based solely upon the Guarantor's independent knowledge of the Company's and each other Guarantor's financial condition and such Guarantor assumes full responsibility for obtaining any further information with respect to such Person or the conduct of its business. Such Guarantor represents that it is now, and during the term of this Guaranty will be, responsible for ascertaining the financial condition of the Company and each other Guarantor. Such Guarantor hereby waives (i) promptnessany duty on the part of LLCP to disclose to such Guarantor, diligenceand agrees that it is not relying upon or expecting LLCP to disclose to it, presentment, demand any fact known or hereafter known by LLCP relating to the operation or condition 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 Company or any other person prior Guarantor or its business or relating to the existence, liability, or contemporaneously with proceeding financial condition of any other guarantor of the Obligations to exercise LLCP. Such Guarantor knowingly accepts the full range of risk encompassed in a contract of continuing guaranty, which risk includes the possibility that the Company may incur Obligations to LLCP after the Company's financial condition or its ability to pay its debts as they mature has deteriorated. (c) LLCP shall be under no obligation to marshal any right against assets in favor of any Guarantor or in payment of any or all of the Obligations to LLCP or the Guaranty Obligations. (d) Except as specifically provided in this Section 4.4 or as otherwise provided for in this Guaranty or applicable law, such Guarantor under this Guaranty; (iii) waives, to the fullest extent permitted by applicable law: (i) presentment, demand and protest, and notice of presentment, dishonor, intent to accelerate, acceleration, protest, default, nonpayment, maturity, release, compromise, settlement, extension of renewal of the April 1999 SPA, or the April 1999 Note, notes, commercial paper, accounts, contract rights, documents, instruments, chattel paper and guaranties at any time held by LLCP on which such Guarantor may in any way be liable, and hereby ratifies and confirms whatever LLCP may do in this regard; (ii) all rights to notice and a hearing prior to LLCP's taking possession or control of, or to LLCP's reply, attachment or levy upon, the Pledged Collateral or any bond or security which might be required by any court prior to allowing LLCP to exercise any of its remedies; (iii) the benefit of all valuation, appraisal and exemption laws; (iv) notice of any extension, modification, renewal, or amendment of any term of the April 1999 SPA or the April 1999 Note relating to the Obligations to LLCP or the Guaranty Obligations; (v) notice of the occurrence of any default, or event of default with respect to the Obligations to LLCP, the Guaranty Obligations, the Pledged Collateral or otherwise; and (vi) notice of any exercise or non-exercise by LLCP of any right, power, or remedy with respect to the Obligations to LLCP, the Guaranty Obligations or the Pledged Collateral. (e) Such Guarantor acknowledges that he has been advised by counsel of his choice with respect to this Agreement, the April 1999 SPA and the April 1999 Note and the transactions evidenced hereby and thereby. (f) Such Guarantor agrees that, until the Guaranty Termination Date, it shall have no right of subrogation, reimbursement, indemnity, or contribution, and shall have no right of recourse with respect to the Pledged Collateral or any Lien held therefor, all of which such Guarantor expressly waives. Notwithstanding the foregoing, each Guarantor waives any right of subrogation it may have on a payment resulting in the issuance to it or to Stanwich of Stanwich Commitment Notes until the Guaranty Termination Date. (g) If LLCP may, under applicable law, proceed to realize its benefits under this Agreement, the Pledge Agreements, the April 1999 SPA, the April 1999 Note, or any agreement giving LLCP a Lien upon any Pledged Collateral, whether owned by a Guarantor or by any other Person, either by judicial foreclosure or by nonjudicial sale or enforcement, then LLCP may, at its sole option, determine which of its remedies or rights it may pursue without affecting any of its rights and remedies under this Guaranty. In the event LLCP shall bid at any foreclosure or trustee's sale or at any public or private sale permitted by law, LLCP may bid all or less than the amount of the Obligations to LLCP or the Guaranty Obligations and the amount of such bid must be paid by LLCP in cash to be invested on behalf of Stanwich to fill all or a portion of the Stanwich Investment Obligations. The amount of the successful bid at any such sale, whether or not LLCP or any other party (including any Guarantor) is the successful bidder, shall be deemed to be prima facie evidence of the fair market value of the Pledged Collateral and the amount remaining after application of such bid amount to the Guaranty Obligations in the manner set forth in the Pledge Agreements shall be deemed to be prima facie evidence of the amount of the remaining Guaranty Obligations guaranteed under this Guaranty, notwithstanding that any present or future law or court decision or ruling may have the effect of reducing the amount of any deficiency claim to which LLCP might otherwise be entitled but for such bidding at any such sale. (h) Such Guarantor agrees and represents that the Obligations to LLCP and Guaranty Obligations are and shall be incurred by the Company and such Guarantor for business and commercial purposes only. Such Guarantor agrees that any claim of LLCP against such Guarantor arising out of this Guaranty arises out of the conduct by such Guarantor of its trade, business, or profession. Such Guarantor undertakes all the risks encompassed in this Agreement, the Pledge Agreements, the April 1999 SPA, and the April 1999 Note as they may be now or are hereafter agreed upon by the parties thereto. Such Guarantor agrees that prior to the Guaranty Termination Date (and for any period of reinstatement of this Guaranty after the Guaranty Termination Date pursuant to Section 4.14), LLCP, in such manner and upon such terms and at such time as it deems best, and with or without notice to any Guarantor, may release, add, subordinate or substitute security for the Obligations to LLCP or the Guaranty Obligations. (i) Such Guarantor waives and agrees that it shall not at any time insist upon, plead, or in any manner whatever claim or take the benefit or advantage of any appraisal, valuation, stay, extension, or redemption laws, or exemption, whether now or at any time hereafter in force, which may delay, prevent, or otherwise affect the performance by such Guarantor of the Guaranty Obligations or the enforcement by LLCP of this Guaranty. (j) A separate action or actions may be brought and prosecuted by LLCP against any Guarantor whether or not an action is brought against the Company or any other Guarantor, or whether or not the Company or any other Guarantor is joined in any such action or actions. Without limiting the generality of the foregoing, such Guarantor expressly waives the benefit of any statute of limitations affecting its liability under the Obligations to LLCP for the period ending three years following the expiration of the Statute and any extension thereof, and expressly agrees that during such period the running of a period of limitation on, or LLCP's delay or omission in, any action by LLCP against the Company or for the foreclosure or enforcement of this Guaranty; (iv) any right Lien upon the Collateral shall not exonerate or affect such Guarantor's liability to require PG&E to (A) proceed against or exhaust any insurance or security held from pay and perform 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 risksGuaranty Obligations.

Guarantor Waivers. In addition to any other waivers contained herein, each Guarantor waives, agrees and acknowledges as follows and waives any defense based upon or arising from the following: (a) The Guaranty Obligations are the immediate, direct, primary and absolute liabilities of each Guarantor, and are independent of, and not co-extensive with, the Loan, the other Obligations or the obligations of any other Guarantor of the Obligations. Each Guarantor expressly waives any right it may have now or in the future to direct or affect the manner or timing of Lender's enforcement of its rights or remedies. Each Guarantor expressly waives any right he may have now or in the future to revoke this Guaranty. Each Guarantor expressly waives any right it may have now or in the future to require Lender to, and Lender shall not have any liability to, pursue or enforce first against any Borrower, any of the properties or assets of any Borrower, the Collateral or any other security, guaranty or pledge that may now or hereafter be held by Lender for the Loan or for the Guaranty Obligations, or to apply such security, guaranty, or pledge to the Loan or to the Guaranty Obligations. Each Guarantor shall remain liable for the Guaranty Obligations, notwithstanding any judgment Lender may obtain against any Borrower or any Guarantor, any other Guarantor of the Obligations, or any other Person or entity, or any modification, extension or renewal with respect thereto. Lender shall not be under any liability to marshal any assets in favor of each Guarantor or in payment of the Loan or the Guaranty Obligations. (b) Each Guarantor has entered into this Guaranty based solely upon his/her/its independent knowledge of each Borrower's financial condition, and each Guarantor assumes full responsibility for obtaining any further information with respect to each Borrower or the conduct of each Borrower's business. Each Guarantor represents that it is now, and during the terms of this Guaranty will be, responsible for ascertaining the financial condition of each Borrower. Each Guarantor hereby waives (i) promptnessany duty on the part of Lender to disclose to any Guarantor, diligenceand agrees that it is not relying upon or expecting Lender to disclose to it, presentment, demand of payment, protest, order and, except as set forth in paragraph (a) hereof, notice any fact known or hereafter known by Lender relating to the operation or condition of any kind in connection with Borrower or its business or relating to the Contract and this Guaranty; (ii) any requirement that PG&E exhaust any right to take any action against the Seller existence, liability, or financial condition of any other person prior Guarantor of the Obligations. Each Guarantor knowingly accepts the full range of risk encompassed in a contract of continuing guaranty, which risk includes the possibility that a Borrower may incur further indebtedness after such Xxxxxxxx's financial condition or its ability to pay debts as they mature has deteriorated. (c) Except as specifically provided in this Guaranty or contemporaneously with proceeding to exercise any right against the applicable law, each Guarantor under this Guaranty; (iii) waives, to the fullest extent permitted by lawapplicable law (i) notice of the acceptance by Lender of this Guaranty, (ii) notice of the existence, creation, payment, nonpayment, performance or nonperformance of all or any of the Guaranty Obligations, (iii) presentment, demand and protest and notice of presentment, dishonor, intent to accelerate, acceleration, protest, default, nonpayment, maturity, release, compromise, settlement, extension or renewal of any or all of the Credit Agreement or the other Loan Documents, the Note, commercial paper, accounts, contract rights, documents, instruments, chattel paper and guaranties at any time held by Lender on which Guarantors may be liable in any way, and hereby ratifies and confirms whatever Lender may do in this regard, (iv) all rights to notice and a hearing prior to Lender's taking possession or control of, or to Lender's replevy, attachment or levy upon, the Collateral or any bond or security which might be required by any court prior to allowing Lender to exercise any of its remedies, (v) all rights to receive notices from Lender with respect to, or otherwise sent to, each Guarantor or any other Guarantor of the Obligations, (vi) the benefit of all valuation, appraisal, stay, extension, redemption and exemption laws, (vii) the benefit of any statute law purporting to reduce any Guarantor's obligation in proportion to the principal obligation hereby guarantied, (viii) the benefit of limitations affecting its liability under any law purporting to exonerate any Guarantor's obligation upon performance or an offer of performance of the principal obligation, (ix) notice of any extension, modification, renewal, or amendment of any of the terms of the Note 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 Credit Agreement or any other partyLoan Document relating to the Loan or the Guaranty Obligations, (x) notice of the occurrence of any Default or Event of Default with respect to the Loan, the Guaranty Obligations, the Collateral or otherwise, and (xi) notice of any exercise or non-exercise by Lender of any right, power, or remedy with respect to the Loan, the Guaranty Obligations or the Collateral. (Bd) pursue If Lender, under applicable law, may proceed to realize its benefits under the Credit Agreement or any other remedy available to PG&E; (v) Loan Document providing for a lien upon any defense based on Collateral, whether owned by Borrower or arising out of by any defense of the Seller other than payment in full of the amount(s) owedperson or entity, including without limitation any defense based on either by judicial foreclosure or arising out of the disability of the Sellerby nonjudicial sale or enforcement, 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 mayLender, at its electionsole option, foreclose on may determine which of its remedies or rights it may pursue without affecting any of its rights and remedies under this Guaranty. (e) Each Guarantor represents that the Loan and Guaranty Obligations are and shall be incurred by the Borrowers for the permitted uses set forth in the Credit Agreement. Each Guarantor undertakes all the risks encompassed the Note, in the Credit Agreement and the other Loan Documents as they may be now or are hereafter agreed upon by Lender and any of the Borrowers. Prior to the date this Guaranty terminates, Lender, in such manner and upon such terms and at such time as it deems best, and with or without notice to each Guarantor, may release, add, subordinate or substitute security held by PG&E, for the Loan or other Guaranty Obligations in accordance with the Credit Agreement. (f) A separate action or actions may be brought and prosecuted against any Guarantor whether or not the means of foreclosure an action is commercially reasonablebrought against any Borrower, or exercise whether any Borrower or any other right or remedy available to PG&E without affecting or impairing Guarantor is joined 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 action 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 risksactions.

Guarantor Waivers. The In addition to any other waivers contained herein, Guarantors, jointly and severally, waive and agree as follows: (a) each Guarantor expressly waives any right it may now or in the future have to require Agent or any Bank to, and neither Agent nor any Bank shall have any liability to, first pursue or enforce its rights and remedies against Borrower, any of Borrower's properties or assets, the Collateral, or any other security, guaranty, or pledge that may now or hereafter be held by Agent for its benefit or the benefit of Banks for the Obligations or for the Guaranty Liabilities, or to apply such security, guaranty, or pledge to the Obligations or to the Guaranty Liabilities, or to pursue any other right or remedy in Agent's or any Bank's power that such Guarantor may or may not be able to pursue itself and that may lighten such Guarantor's burden, before proceeding against the Collateral. Each Guarantor agrees that any notice or directive given at any time to Agent that is inconsistent with the waiver in the immediately preceding sentence shall be null and void and may be ignored by Agent, and, in addition, may not be pleaded or introduced as evidence in any litigation or other dispute resolution procedure relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this Guaranty, unless Agent have specifically agreed otherwise in writing. Each Guarantor shall remain liable for the Guaranty Liabilities, notwithstanding any judgment Agent may obtain for the benefit of Agent or Banks against Borrower, any other guarantor of the Obligations, or any other Person, or any modification, extension, or renewal with respect thereto. (b) Each Guarantor has entered into this Guaranty based solely upon its independent knowledge of Borrower's financial condition and such Guarantor assumes full responsibility for obtaining any further information with respect to Borrower or the conduct of its business. Each Guarantor represents that it is now, and during the terms of this Guaranty will be, responsible for ascertaining the financial condition of Borrower. Each Guarantor hereby waives any duty on the part of Agent or any Bank to disclose to such Guarantor, and agrees that it is not relying upon nor expecting Agent or any Bank to disclose to it, any fact known or hereafter known by Agent or any Bank relating to the operation or condition of Borrower or its business or relating to the existence, liability, or financial condition of any other guarantor of the Obligations. Each Guarantor knowingly accepts the full range of risk encompassed in a contract of guaranty, which risk includes the possibility that the Borrower may incur Obligations after its financial condition or its ability to pay its debts as they mature has deteriorated. (c) Neither Agent nor any Bank shall be under any liability to marshal any assets in favor of Guarantors or in payment of any or all of the Obligations or Guaranty Liabilities. (d) Each Guarantor hereby waives: (i) promptness, diligence, presentment, demand demand, protest, notice of acceleration, dishonor, non-payment, protest, order andor any delay related thereto, with respect to any instruments or documents relating to the Obligations or the Guaranty Liabilities, except as specifically provided in Section 2.3; (ii) notice of any extension, modification, renewal, or amendment of any of the terms of the Revolving Credit Agreement or any other Related Document relating to the Obligations or the Guaranty Liabilities; (iii) notice of the occurrence of any Default or Event of Default with respect to the Obligations, the Guaranty Liabilities, or the Collateral; and (iv) notice of any exercise or non-exercise by Agent or any Bank of any right, power, or remedy with respect to the Obligations, the Collateral, or the Guaranty Liabilities. If Agent may, under applicable law, proceed to realize its benefits under any Related Document giving Agent a Lien for the ratable benefit of Agent and each Bank upon any Collateral, whether owned by Borrower or by any other Person, either by judicial foreclosure or by nonjudicial sale or enforcement, Agent may, at its sole option, determine which of its remedies or rights it may pursue without affecting any of its rights and remedies under this Guaranty. If, in the exercise of any of its rights and remedies, Agent shall forfeit any of its rights or remedies under any Related Document, including obtaining a deficiency judgment against Borrower or any other Person, whether because of any applicable laws pertaining to "election of remedies," anti-deficiency rules, or the like, each Guarantor hereby consents to such action by Agent and waives any claim based upon such action. Any election of remedies that results in the denial or impairment of the right of Agent to seek a deficiency judgment against Borrower shall not impair such Guarantor's obligations under this Guaranty. In the event Agent shall bid at any foreclosure or trustee's sale or at any public or private sale permitted by law or the Related Documents, Agent may bid all or less than the amount of the Obligations or the Guaranty Liabilities and the amount of such bid need not be paid by Agent but shall be credited and applied as set forth in paragraph (a) hereofSection 8. The amount of the successful bid at any such sale, 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 whether Agent or any other person prior party (including Guarantors) is the successful bidder, shall be deemed to or contemporaneously with proceeding be PRIMA FACIE evidence of the fair market value of the Collateral and the amount remaining after application of such bid amount in the manner set forth in Section 8 shall be deemed to exercise any right against be PRIMA FACIE evidence of the Guarantor amount of the Obligations guaranteed under this Guaranty; , notwithstanding that any present or future law or court decision or ruling may have the effect of reducing the amount of any deficiency claim to which Agent might otherwise be entitled but for such bidding at any such sale. (iiie) Each Guarantor agrees and represents that the Obligations are and shall be incurred by Borrower, and that the Guaranty Liabilities are and shall be incurred by Guarantors, for business and commercial purposes only. Each Guarantor agrees that any claim of Agent or any Bank against such Guarantor arising out of this Guaranty arises out of the conduct by that Guarantor of its trade, business, or profession. Each Guarantor undertakes all the risks encompassed in the Revolving Credit Agreement and the other Related Documents as they may be now or are hereafter agreed upon by Agent, Banks and Borrower. Agent, in such manner and upon such terms and at such time as it deems best, and with or without notice to Guarantors, may release, add, subordinate or substitute security for the fullest extent permitted Obligations or the Guaranty Liabilities. (f) Each Guarantor waives and agrees that it shall not at any time insist upon, plead, or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, or redemption laws, or exemption, whether now or at any time hereafter in force, which may delay, prevent, or otherwise affect the performance by lawsuch Guarantor of the Guaranty Liabilities or the enforcement by Agent of this Guaranty. (g) A separate action or actions may be brought and prosecuted by Agent against, either or both Guarantors whether or not an action is brought against Borrower, or whether Borrower are joined in any such action or actions. Without limiting the generality of the foregoing, each Guarantor expressly waives the benefit of any statute of limitations limitation affecting its liability under the Obligations and expressly agrees that the running of a period of limitation on, or Agent's delay or omission in, any action by Agent against Borrower or for the foreclosure of any lien 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 interest in the Collateral shall not exonerate or not affect such Guarantor's liability to pay and perform 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 risksGuaranty Liabilities.

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 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 If MFG considers any Event of Default to have taken place under the Agreement, then 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 If and to the extent that Trustor (for the purposes of this Section 12.23, "Guarantor") would be deemed or construed to be a guarantor or surety under applicable law with respect to its obligations hereunder, Guarantor hereby waives (i) promptnessagrees as follows: 12.23.1 Guarantor expressly agrees that until each and every term, diligencecovenant and condition of this Deed of Trust is fully performed, presentment, demand of payment, protest, order andGuarantor shall not be released by any act or event which, except as set forth in paragraph (a) hereoffor this provision of this Deed of Trust might be deemed a legal or equitable discharge or exoneration of a surety, notice or because of any kind in connection with the Contract and this Guaranty; (ii) any requirement that PG&E exhaust any right waiver, extension, modification, forbearance or delay or other act or omission of Beneficiary or its failure to take any action proceed promptly or otherwise as against the Seller Fitzgeralds or any other person prior to Guarantor, as the case may be (individually and collectively, in its or contemporaneously with proceeding to exercise their capacity as the entity or entities the obligations of which are guaranteed hereunder by Guarantor, the "Principal") or Guarantor, or because of any right action taken or omitted or circumstance which might vary the risk or affect the rights or remedies of Guarantor as against the Principal, or because of any further dealings between the Principal and Beneficiary, whether relating to this Deed of Trust or otherwise. Guarantor hereby expressly waives and surrenders any defense to Guarantor's liability under this Deed of Trust based upon any of the foregoing acts, omissions, things, agreements, waivers or any of them. It is the purpose and intent of this Deed of Trust that the obligations of Guarantor under it shall be absolute and unconditional under any and all circumstances, subject to and in accordance with the terms and conditions of this Guaranty; (iii) Deed of Trust. 12.23.2 Without in any way limiting the provisions of Section 12.23.1, to the extent permitted under NRS Section 40.495, Guarantor waives the applicable provisions of NRS Section 40.430 and further Guarantor waives: 12.23.2.1 all statutes of limitations as a defense to any action or proceeding brought against Guarantor by Beneficiary, 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) ; 12.23.2.2 any right it may have to require PG&E Beneficiary to (A) proceed against the Principal or exhaust any insurance or security held from the Seller or any other party, or (B) pursue any other remedy available in Beneficiary's power to PG&E; (v) pursue, it being acknowledged and agreed that the obligations of Guarantor hereunder are independent of the obligations of the Principal hereunder, and Beneficiary shall not be required to make any demand upon, exercise any right to declare a default by, or proceed against, the Principal prior to proceeding against Guarantor to the full extent of Guarantor's obligations hereunder; 12.23.2.3 any defense based on any legal disability of the Principal and any discharge, release or limitation of the liability of the Principal to Beneficiary, whether consensual or arising by operation of law or any bankruptcy, reorganization, receivership, insolvency, or debtor relief proceeding, or from any other cause, or any claim that Guarantor's obligations exceed or are more burdensome than those of the Principal; 12.23.2.4 all presentments, demands for performance, notices of nonperformance, protests, notices of protest, notices of dishonor, notices of acceptance of this Deed of Trust and of the existence, creation, or incurring of new or additional indebtedness, and demands and notices of every kind; 12.23.2.5 any defense based on or arising out of any defense that the Principal may have to the payment or performance of the Seller other than payment any obligation set forth in full this Deed 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 Trust; and 12.23.2.6 until all obligations under this Guaranty, except to the extent the amount(s) owed to PG&E by the Seller Deed of Trust have been paid. The Guarantor further agrees that until all amounts owed by the Seller to PG&E are paid and performed in full, even though such amounts may in total exceed the Guarantor’s liability hereunder, the Guarantor shall have no right all rights of subrogation, waives any right subrogation and all rights to enforce any remedy that PG&E has or Guarantor may have against the SellerPrincipal, and waives all regardless of whether Guarantor may have made any benefit of and any right payments to participation in any security from the Seller now or later held by the Guarantor. The Beneficiary. 12.23.3 Guarantor assumes all full responsibility for keeping itself informed of the Seller’s financial condition and business operations of the Principal and all other factors circumstances affecting the risks Principal's ability to pay for and liability assumed by the Guarantor hereunderperform its obligations, and PG&E agrees that Beneficiary shall have no duty to advise disclose to Guarantor any information which Beneficiary may receive about the Principal's financial condition, business operations, or any other circumstances bearing on its ability to perform. 12.23.4 Notwithstanding anything to the contrary provided elsewhere herein, in no event shall Guarantor have any liability under this Deed of information known to it regarding such risksTrust beyond its interest in the Property, and in no event shall Guarantor's obligations hereunder be enforced against any property of Guarantor other than its interest in the Property.

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 and to the extent that any Sponsor Party or HPP or any of them (for the purposes of this Section 3 only, being individually and collectively referred to herein as “Guarantor”) would be deemed or construed to be a guarantor or surety under applicable law with respect to its obligations hereunder, Guarantor hereby agrees as follows: (a) Guarantor expressly agrees that until each and every term, covenant and condition of this Agreement is fully performed, Guarantor shall not be released by any act or event which might be deemed a legal or equitable discharge or exoneration of a surety, or because of any waiver, extension, modification, forbearance or delay or other act or omission of any Sponsor Party or HPP, as applicable, or its failure to proceed promptly or otherwise as against HPP or such Sponsor Party, respectively, or Guarantor, or because of any action taken or omitted or circumstance which might vary the risk or affect the rights or remedies of Guarantor as against HPP or any such Sponsor Party, as applicable, or because of any further dealings between any Sponsor Party or HPP, as applicable, whether relating to this Agreement or otherwise. Guarantor hereby expressly waives and surrenders any defense to Guarantor's liability under this Agreement based upon any of the foregoing acts, omissions, things, agreements, waivers or any of them, except to the extent expressly provided in Section 1 hereof. It is the purpose and intent of this Agreement that the obligations of Guarantor under it shall be absolute and unconditional under any and all circumstances, subject to and in accordance with the terms and conditions of this Agreement. (b) Each Guarantor waives: (i) promptness, diligence, presentment, demand all statutes of payment, protest, order and, except limitations 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 a defense to take any action or proceeding brought against the Seller any Sponsor Party or any other person prior to HPP, or contemporaneously with proceeding to exercise any right against the Guarantor under this Guaranty; (iii) by Guarantor, as applicable, to the fullest extent permitted by law, the benefit of any statute of limitations affecting its liability under or the enforcement of this Guaranty; ; (ivii) any right it may have to require PG&E any Sponsor Party or HPP to (A) proceed against or exhaust any insurance or security held from the Seller HPP or any other partySponsor Party, respectively, or (B) pursue any other remedy available in any Sponsor Party’s or HPP’s, as applicable, power to PG&E; pursue, it being acknowledged and agreed that the obligations of Guarantor hereunder are independent of the obligations of the HPP and the Sponsor Parties, as applicable, hereunder, and neither any Sponsor Party, nor HPP, shall be required to make any demand upon, exercise any right to declare a default by, or proceed against, HPP or any Sponsor Party, respectively, prior to proceeding against Guarantor to the full extent of Guarantor’s obligations hereunder; (iii) any defense based on any legal disability of HPP or any Sponsor Party and any discharge, release or limitation of the liability of HPP to any Sponsor Party, or of Sponsor Party to HPP, as applicable, whether consensual or arising by operation of law or any bankruptcy, reorganization, receivership, insolvency, or debtor relief proceeding, or from any other cause, or any claim that Guarantor's obligations exceed or are more burdensome than those of HPP or Sponsor Parties, as applicable; (iv) all presentments, demands for performance, notices of nonperformance, protests, notices of protest, notices of dishonor, notices of acceptance of this Agreement and of the existence, creation, or incurring of new or additional indebtedness, and demands and notices of every kind, except to the extent expressly provided herein; (v) any defense based on or arising out of any defense that HPP or Sponsor Party, as applicable, may have to the payment or performance of the Seller other than payment any obligation set forth in full of the amount(sthis Agreement; and (vi) 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 until all obligations under this Guaranty, except to the extent the amount(s) owed to PG&E by the Seller Agreement have been paid. The Guarantor further agrees that until all amounts owed by the Seller to PG&E are paid and performed in full, even though such amounts may in total exceed the Guarantor’s liability hereunder, the Guarantor shall have no right all rights of subrogation, waives any right subrogation and all rights to enforce any remedy that PG&E has or Guarantor may have against the SellerHPP or Sponsor Party, and waives as applicable, all regardless of whether Guarantor may have made any benefit of and any right payments to participation in any security from the Seller now Sponsor Party or later held by the Guarantor. The HPP, as applicable. (c) Guarantor assumes all full responsibility for keeping itself informed of the Seller’s financial condition and business operations of HPP and the Sponsor Parties, as applicable, and all other factors circumstances affecting the risks HPP and liability assumed by the Guarantor hereunderSponsor Party’s ability to pay for and perform its Obligations and/or its obligations to Sponsor Parties or HPP, respectively, and PG&E agrees that the Sponsor Parties and HPP, respectively, shall have no duty to advise disclose to Guarantor any information which Sponsor Parties, on the Guarantor of information known one hand, and HPP, on the other hand, may receive about the HPP or Sponsor Parties’ respective financial condition, business operations, or any other circumstances bearing on its ability to it regarding such risksperform.

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 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 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 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 addition to any other waivers ----------------- provided in this Guaranty, Guarantor hereby waives each of the following, to the fullest extent allowed by law: (a) Guarantor expressly waives any right it may now or in the future have to require Agent or any of the Lenders to, and Agent and each of the Lenders shall not have any liability to, first pursue or enforce against Borrower, any collateral, or any other security, guaranty, or pledge that may now or hereafter be held by Agent or any of the Lenders for the Obligations or for the Guaranteed Obligations, or to apply such security, guaranty, or pledge to the Obligations or to the Guaranteed Obligations, or to pursue any other remedy in Agent's or Lenders' power that Guarantor may or may not be able to pursue itself and that may lighten Guarantor's burden, before proceeding against the Collateral. Guarantor shall remain liable for the Guaranteed Obligations, notwithstanding any judgment Agent or Lenders may obtain against Borrower, any other guarantor of the obligations, or any other person, or any modification, extension, or renewal with respect thereto. (b) Guarantor has entered into this Guaranty based solely upon its independent knowledge of Borrower's financial condition and Guarantor assumes full responsibility for obtaining any further information with respect to Borrower or the conduct of its business. Guarantor represents that it is now, and during the terms of this Guaranty will be, responsible for ascertaining the financial condition of Borrower. Guarantor hereby waives any duty on the part of Agent or Lenders to disclose to Guarantor, and agrees that it is not relying upon nor expecting Agent or Lenders to disclose to it, any fact known or hereafter known by Agent or any of the Lenders relating to the operation or condition of Borrower or its business. Guarantor knowingly accepts the full range of risk encompassed in a contract of guaranty, which risk includes the possibility that Borrower may incur indebtedness after its financial condition or its ability to pay its debts as they mature has deteriorated. (c) Agent and Lenders shall not be under any liability to marshal any assets in favor of Guarantor or in payment of any or all of the Obligations or Guaranteed Obligations. (d) Guarantor hereby waives: (i) promptness, diligence, presentment, demand demand, protest, notice of acceleration, dishonor, non-payment, protest, order andor any delay related thereto, except with respect to any instruments or documents relating to the Obligations or the Guaranteed Obligations; (ii) notice of any extension, modification, renewal, or amendment of any of the terms of the Revolving Loan Agreement or any other Loan Document relating to the Obligations; provided that Agent shall not enter into any written amendment to the Revolving Loan Agreement, unless such an amendment is one as part of a workout or restructure occurring after an event of default under the Revolving Loan Agreement, that provides for an extension of the final maturity date or an increase in the principal amount of the loan in excess of Thirty Million Dollars ($30,000,000); (iii) notice of the occurrence of any default or event of default with respect to the Obligations or the Collateral; and (iv) notice of any exercise or non-exercise by Agent or any of the Lenders of any right, power, or remedy with respect to the Obligations or the Collateral. If Agent or any of the Lenders may, under applicable law, proceed to realize their benefits under any Loan Document giving Agent or any of the Lenders a lien upon any Collateral, either by judicial foreclosure or by nonjudicial sale or enforcement, Agent or any of the Lenders may, at their sole option, determine which of their remedies or rights they may pursue without affecting any of their rights and remedies under this Guaranty. In the event Agent shall bid at any foreclosure or trustee's sale or at any public or private sale permitted by law or the Loan Documents, Agent may bid all or less than the amount of the Obligations or the Guaranteed Obligations and the amount of such bid need not be paid by Agent but shall be credited and applied as set forth in paragraph (a) hereofSection 19. The amount of the successful bid at any such sale, 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 whether Agent or any other person prior party (including Guarantor) is the successful bidder, shall be deemed to be prima facie evidence of the fair market value of the Collateral and the ----------- amount remaining after application of such bid amount in the manner set forth in Section 19 shall be deemed to be prima facie evidence of the amount of the ----------- Guaranteed Obligations. (e) Guarantor shall have no right of subrogation, reimbursement, indemnity, or contemporaneously contribution, and shall have no recourse with proceeding respect to exercise the Collateral or any right lien held therefor, all of which Guarantor expressly waives, until and unless all Guaranteed Obligations have been paid in full and the amount of Guaranteed Obligations paid by Guarantor exceeds the amount of the Obligations then owing by Borrower. (f) Guarantor agrees and represents that the Obligations are and shall be incurred by Borrower, and that the Guaranteed Obligations are and shall be incurred by Guarantor, for business and commercial purposes only. Guarantor agrees that any claim of Agent against Guarantor arising out of this Guaranty arises out of the conduct by Guarantor of its trade, business, or profession. Guarantor undertakes all the risks encompassed in the Revolving Loan Agreement and the other Loan Documents as they may be now or are hereafter agreed upon by Agent, Lenders and Borrower. Agent, in such manner and upon such terms and at such time as it deems best, and with or without notice to Guarantor, may release, add, subordinate or substitute security for the Obligations or the Guaranteed Obligations. (g) Guarantor waives and agrees that it shall not at any time insist upon, plead, or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, or redemption laws, or exemption, whether now or at any time hereafter in force, which may delay, prevent, or otherwise affect the performance by Guarantor of the Guaranteed Obligations or the enforcement by Agent of this Guaranty. (h) A separate action or actions may be brought under this Guaranty; (iii) to Guaranty or any of the fullest extent permitted Loan Documents and prosecuted by lawAgent against Guarantor whether or not an action is brought against Borrower, or whether Borrower is joined in any such action or actions. Without limiting the generality of the foregoing, Guarantor expressly waives the benefit of any statute of limitations affecting its liability under the Guaranteed Obligations and expressly agrees that the running of .a period of limitations on, or Agent's or the Lenders' delay or omission in, any action by Agent or Lenders against Borrower or for the foreclosure of any lien 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 interest in the Collateral shall not exonerate or not affect Guarantor's liability to pay and perform 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 risksGuaranteed Obligations.

Guarantor Waivers. The Guarantor hereby waives (i) promptness, diligence, presentment, demand of payment, protest, order and, except as set forth in paragraph (a) hereof, Each Guarantor waives notice of acceptance hereof by the Lender. (b) Except as otherwise set forth herein and during such time as the Indebtedness is outstanding, 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 payment or any other person prior to payments made by Guarantors hereunder notwithstanding, no Guarantor will assert or contemporaneously with proceeding to exercise any right of the Lender or of Guarantors against Borrowers to recover the Guarantor under this Guaranty; (iii) amount of any payment made by Guarantors to the fullest extent permitted Lender by lawway of subrogation, the benefit reimbursement, contribution, indemnity or otherwise arising by contract or operation 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 partylaw except as otherwise provided for herein, 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 and no Guarantor shall have no any right of subrogationrecourse to or any claim against assets or property of either Borrower until such Borrower’s obligations to the Lender have been satisfied. (c) The provisions of Section 9(b) notwithstanding and during such time as the Indebtedness is outstanding, waives any right to enforce any remedy that PG&E has or may have against the SellerEACH GUARANTOR HEREBY SUBORDINATES IN FAVOR OF LENDER ANY RIGHT OF REIMBURSEMENT, and waives any benefit of and any right to participation in any security from the Seller now or later held by the GuarantorSUBROGATION, INDEMNIFICATION OR OTHER RECOURSE OR CLAIM, WHETHER CONTINGENT OR MATURED, WHICH GUARANTORS MAY HAVE AGAINST EITHER BORROWER. 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 risksIT IS THE EXPRESS INTENT OF GUARANTORS AND LENDER TO SUBORDINATE TO THE RIGHTS AND INTERESTS OF LENDER ANY BORROWER/CREDITOR RELATIONSHIP BETWEEN XXXXXXXXX AND GUARANTORS. EACH GUARANTOR HEREBY EXPRESSLY SUBORDINATES TO THE RIGHTS AND INTERESTS OF LENDER ANY AND ALL PRESENT AND FUTURE RIGHTS AS CREDITOR OF BORROWERS IN ALL RESPECTS.

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. In addition to any other waivers contained herein, each Guarantor waives, agrees and acknowledges as follows and waives any defense based upon or arising from the following: (a) The Guaranty Obligations are the immediate, direct, primary and absolute liabilities of each Guarantor, and are independent of, and not co-extensive with, any of the Loans, the other Obligations or the obligations of any other Guarantor of the Obligations. Each Guarantor expressly waives any right it may have now or in the future to direct or affect the manner or timing of Lender's enforcement of its rights or remedies. Each Guarantor expressly waives any right he may have now or in the future to revoke this Guaranty. Each Guarantor expressly waives any right it may have now or in the future to require Lender to, and Lender shall not have any liability to, pursue or enforce first against any Borrower, any of the properties or assets of any Borrower, the Collateral or any other security, guaranty or pledge that may now or hereafter be held by Lender for any of the Loans or for the Guaranty Obligations, or to apply such security, guaranty, or pledge to any of the Loans or to the Guaranty Obligations. Each Guarantor shall remain liable for the Guaranty Obligations, notwithstanding any judgment Lender may obtain against any Borrower or any Guarantor, any other Guarantor of the Obligations, or any other Person or entity, or any modification, extension or renewal with respect thereto. Lender shall not be under any liability to marshal any assets in favor of each Guarantor or in payment of any or all of the Loans or the Guaranty Obligations. (b) Each Guarantor has entered into this Guaranty based solely upon his/her/its independent knowledge of each Borrower's financial condition, and each Guarantor assumes full responsibility for obtaining any further information with respect to each Borrower or the conduct of each Borrower's business. Each Guarantor represents that it is now, and during the terms of this Guaranty will be, responsible for ascertaining the financial condition of each Borrower. Each Guarantor hereby waives (i) promptnessany duty on the part of Lender to disclose to any Guarantor, diligenceand agrees that it is not relying upon or expecting Lender to disclose to it, presentment, demand of payment, protest, order and, except as set forth in paragraph (a) hereof, notice any fact known or hereafter known by Lender relating to the operation or condition of any kind in connection with Borrower or its business or relating to the Contract and this Guaranty; (ii) any requirement that PG&E exhaust any right to take any action against the Seller existence, liability, or financial condition of any other person prior Guarantor of the Obligations. Each Guarantor knowingly accepts the full range of risk encompassed in a contract of continuing guaranty, which risk includes the possibility that a Borrower may incur further indebtedness after such Xxxxxxxx's financial condition or its ability to pay debts as they mature has deteriorated. (c) Except as specifically provided in this Guaranty or contemporaneously with proceeding to exercise any right against the applicable law, each Guarantor under this Guaranty; (iii) waives, to the fullest extent permitted by lawapplicable law (i) notice of the acceptance by Lender of this Guaranty, (ii) notice of the existence, creation, payment, nonpayment, performance or nonperformance of all or any of the Guaranty Obligations, (iii) presentment, demand and protest and notice of presentment, dishonor, intent to accelerate, acceleration, protest, default, nonpayment, maturity, release, compromise, settlement, extension or renewal of any or all of the Credit Agreement or the other Loan Documents, any of the Notes, commercial paper, accounts, contract rights, documents, instruments, chattel paper and guaranties at any time held by Lender on which Guarantors may be liable in any way, and hereby ratifies and confirms whatever Lender may do in this regard, (iv) all rights to notice and a hearing prior to Lender's taking possession or control of, or to Lender's replevy, attachment or levy upon, the Collateral or any bond or security which might be required by any court prior to allowing Lender to exercise any of its remedies, (v) all rights to receive notices from Lender with respect to, or otherwise sent to, each Guarantor or any other Guarantor of the Obligations, (vi) the benefit of all valuation, appraisal, stay, extension, redemption and exemption laws, (vii) the benefit of any statute law purporting to reduce any Guarantor's obligation in proportion to the principal obligation hereby guarantied, (viii) the benefit of limitations affecting its liability under any law purporting to exonerate any Guarantor's obligation upon performance or an offer of performance of the principal obligation, (ix) notice of any extension, modification, renewal, or amendment of any of the terms of any of the Notes 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 Credit Agreement or any other partyLoan Document relating to any of the Loans or the Guaranty Obligations, (x) notice of the occurrence of any Default or Event of Default with respect to any of the Loans, the Guaranty Obligations, the Collateral or otherwise, and (xi) notice of any exercise or non-exercise by Lender of any right, power, or remedy with respect to any of the Loans, the Guaranty Obligations or the Collateral. (Bd) pursue If Lender, under applicable law, may proceed to realize its benefits under the Credit Agreement or any other remedy available to PG&E; (v) Loan Document providing for a lien upon any defense based on Collateral, whether owned by Borrower or arising out of by any defense of the Seller other than payment in full of the amount(s) owedperson or entity, including without limitation any defense based on either by judicial foreclosure or arising out of the disability of the Sellerby nonjudicial sale or enforcement, 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 mayLender, at its electionsole option, foreclose on may determine which of its remedies or rights it may pursue without affecting any of its rights and remedies under this Guaranty. (e) Each Guarantor represents that each of the Loans and Guaranty Obligations are and shall be incurred by the Borrowers for the permitted uses set forth in the Credit Agreement. Each Guarantor undertakes all the risks encompassed in any of the Notes, in the Credit Agreement and the other Loan Documents as they may be now or are hereafter agreed upon by Lender and any of the Borrowers. Prior to the date this Guaranty terminates, Lender, in such manner and upon such terms and at such time as it deems best, and with or without notice to each Guarantor, may release, add, subordinate or substitute security held by PG&E, for the any of the Loans or other Guaranty Obligations in accordance with the Credit Agreement. (f) A separate action or actions may be brought and prosecuted against any Guarantor whether or not the means of foreclosure an action is commercially reasonablebrought against any Borrower, or exercise whether any Borrower or any other right or remedy available to PG&E without affecting or impairing Guarantor is joined 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 action 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 risksactions.

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 In addition to any other waivers provided in this Guaranty, Guarantor hereby waives each of the following, to the fullest extent allowed by law: 8.1 Guarantor expressly waives any right it may now or in the future have to require Lender to, and Lender shall not have any liability to, first pursue or enforce against Borrower, the Collateral, or any other security, guaranty, or pledge that may now or hereafter be held by Lender for the Obligations or for the Guaranteed Obligations, or to apply such security, guaranty, or pledge to the Obligations or to the Guaranteed Obligations (except with respect to funds or proceeds thereof or received with respect thereto), or to pursue any other remedy in Lender’s power that Guarantor may or may not be able to pursue itself and that may lighten Guarantor’s burden, before proceeding against the Collateral. Guarantor shall remain liable for the Guaranteed Obligations, notwithstanding any judgment Lender may obtain against Borrower, any other guarantor of the Obligations, or any other person, or any modification, extension, or renewal with respect thereto. 8.2 Guarantor has entered into this Guaranty based solely upon its independent knowledge of Borrower’s financial condition and Guarantor assumes full responsibility for obtaining any further information with respect to Borrower or the conduct of its business. Guarantor represents that it is now, and during the terms of this Guaranty will be, responsible for ascertaining the financial condition of Borrower. Guarantor hereby waives any duty on the part of Lender to disclose to Guarantor, and agrees that it is not relying upon nor expecting Lender to disclose to it, any fact known or hereafter known by Lender relating to the operation or condition of Borrower or its business. Guarantor knowingly accepts the full range of risk encompassed in a contract of guaranty, which risk includes the possibility that Borrower may incur indebtedness after its financial condition or its ability to pay its debts as they mature has deteriorated. 8.3 Lender shall not be under any liability to marshal any assets in favor of Guarantor or in payment of any or all of the Obligations or Guaranteed Obligations. 8.4 Guarantor hereby waives: (i) promptness, diligence, presentment, demand demand, protest, notice of acceleration, dishonor, non-payment, protest, order andor any delay related thereto, with respect to any instruments or documents relating to the Obligations or the Guaranteed Obligations, except as specifically provided in Section 7; (ii) notice of any extension, modification, renewal, or amendment of any of the terms of the Loan Agreement or any other Loan Document relating to the Obligations or the Guaranteed Obligations; (iii) notice of the occurrence of any Event of Default with respect to the Obligations, the Guaranteed Obligations, or the Collateral; and (iv) notice of any exercise or non-exercise by Lender of any right, power, or remedy with respect to the Obligations, the Collateral, or the Guaranteed Obligations. If Lender may, under applicable law, proceed to realize its benefits under any Loan Document giving Lender a lien upon any Collateral, either by judicial foreclosure or by nonjudicial sale or enforcement, Lender may, at its sole option, determine which of its remedies or rights it may pursue without affecting any of its rights and remedies under this Guaranty. If, in the exercise of any of its rights and remedies, Lender shall forfeit any of its rights or remedies under any Loan Document, including obtaining a deficiency judgment against Borrower or any other person, whether because of any applicable laws pertaining to “election of remedies,” anti- deficiency rules, or the like, Guarantor hereby consents to such action by Lender and waives any claim based upon such action. Any election of remedies that results in the denial or impairment of the right of Lender to seek a deficiency judgment against Borrower shall not impair Guarantor’s obligations under this Guaranty. In the event Lender shall bid at any foreclosure or trustee’s sale or at any public or private sale permitted by law or the Loan Documents, Lender may bid all or less than the amount of the Obligations or the Guaranteed Obligations and the amount of such bid need not be paid by Lender but shall be credited and applied as set forth in paragraph (a) hereofSection 19. The amount of the successful bid at any such sale, 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 whether Lender or any other person prior party (including Guarantor) is the successful bidder, shall be deemed to or contemporaneously with proceeding be prima facie evidence of the fair market value of the Collateral and the amount remaining after application of such bid amount in the manner set forth in Section 19 shall be deemed to exercise any right against be prima facie evidence of the Guarantor amount of the Obligations guaranteed 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 . 8.5 Until payment in full of the amount(s) owedGuaranteed Obligations, 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 reimbursement, indemnity, or may have against the Sellercontribution, 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 recourse with respect to advise the Collateral or any lien held therefor, all of which Guarantor expressly waives. 8.6 Guarantor agrees and represents that the Obligations are and shall be incurred by Borrower, and that the Guaranteed Obligations are and shall be incurred by Guarantor, for business and commercial purposes only. Guarantor agrees that any claim of Lender against Guarantor arising out of this Guaranty arises out of the conduct by Guarantor of information known its trade, business, or profession. Guarantor undertakes all the risks encompassed in the Loan Agreement and the other Loan Documents as they may be now or are hereafter agreed upon by Lender and Borrower. Lender, in such manner and upon such terms and at such time as it deems best, and with or without notice to Guarantor, may release, add, subordinate or substitute security for the Obligations or the Guaranteed Obligations. 8.7 Guarantor waives and agrees that it regarding shall not at any time insist upon, plead, or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, or redemption laws, or exemption, whether now or at any time hereafter in force, which may delay, prevent, or otherwise affect the performance by Guarantor of the Guaranteed Obligations or the enforcement by Lender of this Guaranty. 8.8 A separate action or actions may be brought under this Guaranty or any of the Loan Documents and prosecuted by Lender against Guarantor whether or not an action is brought against Borrower, or whether Borrower are joined in any such risksaction or actions. Without limiting the generality of the foregoing, Guarantor expressly waives the benefit of any statute of limitation affecting the Obligations and expressly agrees that the running of a period of limitation on, or Lender’s delay or omission in, any action by Lender against Borrower or for the foreclosure of any lien or the enforcement of any security interest in the Collateral shall not exonerate or affect Guarantor’s liability to pay and perform the Guaranteed Obligations.