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Interstate Sank TRANSACTIONAL GUARANTEE THIS DOCUMENT AFFECTS AND WANES IMPORTANT RIGHTS OF THE PERSONS AND ENTITIES SIGNING IT. I/We, the undersigned guarantor(s) ('we") acknowledge that First Interstate Bank of California ('Bank") has agreed to make a loan or extend credit accommodations ("Loan") to ORANGE COUNTY HOLIDAY PARADE, INC. (whether acting on behalf of itself or any estate created by the commencement of a case under Title 11 United States Code or any successor statute thereto (the "Bankruptcy Code) or any other insolvency, bankruptcy, reorganization or liquidation:: proceeding, or by any trustee under the Bankruptcy Code, liquidator, sequestrator or receiver of Borrower or Borrower's property or similar person duly appointed pursuant to any law generally governing any insolvenOcy, bankruptcy, rlleoWanl1zation liquidation, receivership or like proceeding, all such persons being referred to as the "Borrower", in the amount of NE HUNDRE FIFTY 71ii0IISAND AND No/ 100 ($ 150,000.00 ), evidenced by a note or other document or instrument executed by Borrower, and any modifications, extentions, renewals or replacements thereof ("Note"). We also acknowledge that Bank may have examined, among other things, Borrower's creditworthiness and ability to repay the Loan and our creditworthiness and ability to pay Borrower's obligations under the Loan Documents hereinafter described, that we will benefit by Bank making the Loan to Borrower and that this Transactional Guarantee ("Guarantee") is delivered to Bank in order to induce it to make the Loan. All references to 'Loan Documents" in this Guarantee shall mean the Note, this Guarantee, any security agreement, deed of trust or mortgage securing the Note or this Guarantee, and anyother documents or instruments relating to any such documents signed by Borrower or by any guarantor or pledgor, and any modifications, extentions, renewals or replacements of any of them.' We hereby acknowledge receipt of good, adequate and valuable consideration, and we hereby unconditionally and irrevocably guarantee the full and prompt payment of all principal, interest and other obligations owed under the Loan Documents at the times and according to the terms expressed therein and the payment of all other sums expended by Bank or the trustee named in any deed of trust securing one or more Loan Documents. Our liability hereunder shall be IN THE FULL AMOUNT owed to Bank and any trustee, including any interest, default interest, costs and fees (including, without limitation, reasonable attorneys' fees) that would have accrued under the Loan Documents but for the commencement of a rase under the Bankruptcy Code or any other law governing insolvency, bankruptcy, reorganization, liquidation or like proceeding, uniess a specific sum is entered in the following blank space, in which case, our liability shall not at any one time exceed the sum of gpm nnnr.rcnnr.F Dollar(s)($ Li�]\ t, plus interest thereon as provided in the Note, plus the attorneys' fees, costs and other expenses incurred by Bank in the enforcement of this Guarantee. By signing this Guarantee, we also agree that: 1. Changes Do Not Affect Liability. Bank may without notice to us and in its absolute discretion and without prejudice to it or in anyway limiting our liability under this Guarantee, (a) grant extensions of time, renewals or other indulgences and modifications to Borrower or any other party under any of the Loan Documents, (b) change the rate of interest under the Note, (c) change, amend or modify the Loan Documents, (d) authorize the sale, exchange, release or subordination of any security or collateral for the Note, whether real or personal property, (e) take additional securityfor the Note, whether real or personal property, (f) discharge or release any party or parties liable under the Loan Documents, (g) foreclose or otherwise realize on any security or collateral for the Note, regardless of the effect upon our subrogation, contribution or reimbursement rights against Borrower or any other guarantor or pledgor, (h) accept or make compositions or other arrangements or file or refrain from filing a claim in any bankruptcy proceeding of Borrower or any other guarantor or pledgor, @ make other or additional loans to Borrower in such amount and at such times as Bank may determine, 0) credit payments in such manner and order of priority to principal, interest or other obligations as Bank may determine in its discretion, and (k) otherwise deal with Borrower or any other guarantor or party related to the Loan or any security or collateral as Bank may determine in its discretion. Without limiting the generality of the foregoing, we hereby waive the rights and benefits under California Civil Code ("CC") Sectton 2819, and agree that by doing so our liability shall continue even if Bank alters any obligations under the Loan Documents in any respect or Bank's remedies or rights against Borrower are in any way impaired or suspended without our consent. 2. Guarantee of Payment and Performance. Our liability under this Guarantee is a guarantee of payment and performance and not of collectibility, and is not conditioned or contingent upon the genuineness, validity, regularity or enforceability of any of the Loan Documents, and we hereby walve any and all benefits and defenses under CC Section 2810 and agree that by doing so we are liable even if Borrower had no liability at the time of execution of the Note or thereafter ceases to be liable. We hereby waive any and all benefits and defenses under CC Section 2809 and agree that by doing so our liability may be larger in amount and more burdensome than that of Borrower. Our liability hereunder shall continue until all sums due under the Loan Documents have been paid in full and shall not be limited or affected in any way by any impairment or any diminution or loss of value of any security or collateral for the Loan, whether caused by hazardous substances or otherwise, Bank's failure to perfect a security interest in it or any disability or other defense of Borrower or any other guarantor or pledgor. 3. Waivers of Certain Rights and Defenses. Except as provided 4n the next paragraph, we hereby waive any and all benefits and defenses under CC Sections 2845, 2849 and 2850, including, without limitation, the right to require Bank to (a) proceed against Borrower or any other guarantor or pledgor, or (b) proceed against or exhaust any security or collateral Bank may hold, or (c) pursue any other right or remedy for our benefit , and agree that Bank may proceed against us for the obligations guaranteed herein without taking any action against Borrower or any other guarantor or pledgor and without proceeding against or exhausting any security or collateral Bank holds. We agree that Bank may unqualifiedly exercise in its sole discretion any or all rights and remedies available to it against Borrower or any other guarantor or pledgor without impairing Bank's rights and remedies in enforcing this Guarantee, under which our liabilities shall remain independent and unconditional. We agree that Bank's exercise of certain of such rights or remedies may affect or eliminate our right of subrogation or recovery against Borrower and that we may incur a partially or totally non -reimbursable liability under this Guarantee. Without limiting the generality of the foregoing, we expressly waive any and all benefits and defenses under (I) California Code of Civil Procedure ("CCP") Section 580a, which would otherwise limit our liability after a nonjudicial foreclosure sale to the difference between the, obligations guaranteed herein and the fair market value of the property or interests sold at such nonjudicial foreclosure sale, (it) CCP Sections 580b and 580d, which would otherwise limit Bank's right to recover a deficiency judgement with respect to purchase money obligations and after a nonjudicial foreclosure sale, respectively, and (it) CCP Section 726 which, among other things, would otherwise require Bank to exhaust all of its security before a personal judgement may be obtained for; a deficiency. H this Guarantee is secured by real property which we own, Bank and we agree that our waivers pursuant to this Paragraph 3 were meant to apply to the security and collateral provided by Borrower or any other guarantor or pledgor and not to the real property securing this Guarantee. With respect to the real property securing this Guarantee which we own, Bank and we agree that we are entitled to all of the benefits of CCP Sections 580a, 580b, 580d and 726 to the extent they are applicable. 4. Additional Waivers. We hereby waive diligence and all demands, protest, presentments and notices of every kind or nature, including notices of protest, dishonor, nonpayment, acceptance of this Guarantee and the creation, renewal, extension, modification or accrual of any of the obligations we have hereby guaranteed. We further waive the right to plead any and all statutes of limitations as a defense to our liability hereunder of the enforcement of this Guarantee. No failure or delay on Bank's part in exercising any power, right or privilege hereunder shalt impair any such power, right or privilege or be construed as a waiver of or an acquiescence therein. 5. Guarantee Made with Full Knowledge. We have had the opportunity to review the matters discussed and contemplated by the Loan Documents, including the remedies Bank may pursue against Borrower in the event of a default under the Loan Documents, the value of the .uccurl , or collateral for the Loan, and Borrower's financial condition and ability to perform under the Loan. We further agree to keep ourselves fully informed on all aspects of Borrower's financial condition and the performance of Borrower's obligations to Bank and that Bank has no duty to disclose to us any information pertaining to Borrower or any security or collateral. If provided in the Loan Documents', we agree that our bankruptcy, insolvency and other actions set forth therein may be events of default under the Loan Documents. 6. Subrogation, Reimbursement and Contribution Rights. We hereby waive all benefits and defenses under CC Sections 2847, 2848 and 2649 and agree that we shall have no right of subrogation or reimbursement against Borrower, no right of subrogation against any collateral or security provided for in the Loan Documents and no right of contribution against any other guarantor or pledgor unless and until all amounts due under the Loan Documents have been paid in full and Bank has released, transferred or disposed of all of its right, titre and interest in any collateral or security. To the extent our waiver of these rights of subrogation, reimbursement or contribution as set forth herein are found by a court of competent jurisdiction to be void or voidable for any reason, we agree that our rights of subrogation and reimbursement against Borrower and our right of subrogation against any collateral or security shall be junior and subordinate to Bank's rights against Borrower and to Bank's right, title and interest in such collateral or security, and our right of contribution against any other guarantor or pledgor shall be junior and subordinate to Bank's rights against such other guarantor or pledgor, 7.Guarantee Continues if Payments are Avoided or Recovered from Bank. If all or any portion of the obligations guaranteed hereunder are paid or performed, our obligations hereunder shalt continue and remain in full force and effect in the event that all or any part of such payment or performance is avoided or recovered directly or indirectly from Bank as a preference, fraudulent transfer or otherwise, irrespective of (a) any notice of revocation given by us prior to such avoidance or recovery, and (b) payment in full of the Loan. -- '550 8190