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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
Financial Information. Upon Bank's re A, we will promptly deliver to Bank complete and ant financial statements and tax returns and
such other financial information about us as BanK-may reasonably request.
9. Changes, Waivers, Revocations and Amendments in Writing. No terms or provisions of this Guarantee may be changed, waived, revoked or
amended without Bank's prior written consent. Should any provision of this Guarantee be determined by a court of competent jurisdiction to be
unenforceable, all of the other provisions shall remain effective.
10. Attorneys' Fees. The prevailing party in any dispute resulting in arbitration, litigation or other proceedings between any guarantor hereunder
and Bank shall be entitled to its costs and expenses for such proceedings including reasonable attorneys' fees.
11. Other Guarantees. This Guarantee is in addition to the guarantees of any other guarantors and any and all of our other guarantees of
Borrower's indebtedness or liabilities to Bank. This Guarantee shall be fully enforceable as to all of Borrower's obligations guaranteed hereunder,
nothwithstanding any differences between the terms hereof and the terms of any of our other guarantees given to Bank. This Guarantee shall in no
way limit or lessen any other liability, howsoever arising, we may have for the payment of any other indebtedness of Borrower to Bank.
12. Additional Provisions_
N more than one person has signed this Guarantee, it shall be the joint and several obligation of all such persons and we shall hold harmless,
defend, protect and indemnify Bank from any actions, causes of action, liabilities, damages, losses and fees (including attomeys' fees) and all other
claims of every nature which may arise as a result of any dispute between or among any of us and any other persons or entities.
• Bank may assign this Guarantee with one or more of the Loan Documents, without in any way affecting our liability under it or them. This
Guarantee shall inure to the benefit of Bank and its successors and assigns and shall bind us and our respective heirs, executors, administrators,
successors and assigns.
Ali notices, requeata and demands to ba made hereunder shall be In writing and shall be delivered by personal service (including service by
courier), or by registered or certified United States mail, with return receipt requested, to the address set forth below unless we have previously notified
Bank in writing of a change of address.
If Borrower is a partnership or unincorporated association, our liability shall not be affected by changes in the name of the entity or in its
membership.
a When there is more than one Borrower named herein, any reference to Borrower shall mean any one and all of them and the singular shall
include the plural. Ali obligations of each such Borrower to Bank of whatever nature are hereby guaranteed, including each such Borrower's several as
well as joint obligations.
'This Guarantee embodies the entire agreement among the parties hereto with respect to the Matters herein set forth.
13. Governing Law. THIS GUARANTEE SHALL BE ENFORCED AND INTERPRETED ACCORDING TO THE LAWS OF THE STATE OF CALIFORNIA,
IRRESPECTIVE OF ITS CONFLICTS OF LAWS RULES.
I/WE, THE UNDERSIGNEDyGUARANTOR(S) ACKNOWLEDGE THAT WE WERE AFFORDED THE OPPORTUNITY TO READ THIS DOCUMENT
CAREFULLY'AND TO REVIEW IT WITH AN ATTORNEY OF OUR CHOICE BEFORE SIGNING IT. WE ACKNOWLEDGE HAVING REAM AND
UNDERSTOOD THE MEANING AND EFFECT OF THIS DOCUMENT BEFORE SIGNING IT.
NOTICE TO COSIGNOR/GUARANTOR
(Traduccjon en Ingles Se Requiere Por La Ley)
YOU ARE BEING ASKED TO GUARANTEE THIS DEBT. THINK CAREFULLY BEFORE YOU DO. IF THE
BORROWS AND ATR DDOES NOT YOU WANPAY T TO HE D EBT7t Y WALLRESPHA BEL[TO.. BE SURE YOU CAN AFFORD TO PAY IF YOU HAVE
YOU MAY HAVE TO PAY UP TO THE FULL AMOUNT OF THE DEBT IF THE BORROWER DOES NOT PAY. YOU
MAY ALSO HAVE TO PAY LATE FEES OR COLLECTION COSTS, WHICH INCREASE THIS AMOUNT.
THE CREDITOR CAN COLLECT THIS DEBT FROM YOU WITHOUT FIRST TRYING TO COLLECT FROM THE
BORROWER. THE CREDITOR CAN USE THE SAME COLLECTION METHODS AGAINST YOU THAT CAN BE USED
AGAINST THE BORROWER, SUCH AS SUING YOU GARNISHING YOUR WAGES, ETC. IF THIS DEBT IS EVER IN
DEFAULT, THAT FACT MAY BECOME APART OF YbUR CREDIT RECORD.
THIS NOTICE IS NOT THE CONTRACT THAT MAKES YOU LIABLE FOR THE DEBT.
"ISO PARA EL FIDOR/GARANTIZOR
(Spanish Translation Required by Law)
SE LE ESTA PIDIENDO QUE GARANTICE ESTA DEUDA. PIENSELO CON CUIDADO ANTES DE PONERSE DE
PAGARLA. ESTE SEGURONDE QUE USTED PODRA PAGAR TA
SEA OBLIGAUO A PAGARLA Y DE QUE USTED
DESEA ACEPTAR LA RESPONSABILIDAD.
SI LA PERSONA QUE HA PEDIDO EL PRESTAMO NO PAGA LA DEUDA ES POSIBLE QUE LISTED TENGA QUE
PAGAR LA SUMA TOTAL DE LA DEUDA, MAS LOS CARGOS POR TAR6ARSE EN EL PAGO 0 EL COSTO DE
COBRANZA, LO CUEEDOR (AL AUMENTA EL TOTAL DE ESTA SUMA.
EL DEUDOR. LOS MISMOS CMETODOS DE COBRAN AAQUEE UED�N USIN ARSE CONtRAATAR DE EL DEUDOR RARLE AL
PODRAN
USARSE SUELDO, ETC. SIAA GUNA VEZUSTED ENO SE CUMPLA CON LA OBLIGAC ONA N DE PAGAR ESTA DEUDA, SE PUERTE GUITAR PAhiE DE DE
INCLUIR ESA INFORMACION EN LA HISTORIA DE CREDITO DE LISTED.
ESTE "ISO NO ES EL CONTRATO MISMO EN QUE SE LE ECHA A USTED LA RESPONSABILIDAD DE LA
DEUDA.
Dated this 5TH day of JANUARY 1993 at California.
Guarantor s): CI OF SANTA ANA
r '
Signature D . Y06NG MAYOR
20 CIVIC QENT6g p3AZA, SANTA ANA. CA 92702
Address
ATTEST:
Signature SANICE C. GUY
Clerk of the Coun
(}S lc) i=C,Y'tii
Signature
Address
APPROVED AS TO
CONTENT:
Signature DAVE N. REAN
City Manager
Address
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Address