BOWERS MUSEUM - 2006 GUARANTY AGMT FOR EXPANSION-2006

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SECTION 2.02. Consent bv the City. Pursuant to California Health and Safety Code Section 33445 and in reliance upon the findings set forth in the Recitals, the City hereby consents and approves this Guaranty Agreement and the Agency's obligations. In granting this consent the City in no way undertakes or assumes any financial obligation under this Guaranty. SECTION 2.03. Guaranty Pavments. The Agency unconditionally and irrevocably agrees to guaranty the Obligation, upon receipt of a written request from the Bank certifYing that the Guaranty Conditions have been satisfied, and upon the Bank providing written notice to the Agency that the Bank will use the Obligation Amount to repay funds paid to or for the Corporation for the Project, and shall pay to the Bank from the Pledged Tax Revenues the Obligation Amount within thirty (30) days of receipt of said written request. SECTION 2.04. Validity of Guarantv. The validity of the Guaranty shall not be dependent upon the completion of any project or upon the performance by any person of his or her obligation with respect to any project. SECTION 2.05. Obligations Absolute. The obligations of Agency hereunder shall remain in full force and effect, subject only to the Guaranty Conditions. SECTION 2.06. Independent and Separate Obligations. The obligation of Agency hereunder is independent of the obligation of the Corporation and, in the event of any default hereunder, a separate action or actions may be brought and prosecuted against Agency whether or not Agency is the alter ego of the Corporation, and whether the Corporation is joined therein or a separate action or actions are brought against the Corporation. Bank's rights hereunder shall not be exhausted until all of the obligations under the LOC have been fully paid and performed. SECTION 2.07. Bankruptcv No Discharge. So long as any of the obligations guaranteed hereunder shall be owing to Bank, Agency shall not, without the prior written consent of Bank, commence or join with any other party in commencing any bankruptcy, reorganization or insolvency proceedings of or against the Corporation. Agency understands and acknowledges that by virtue of this Guaranty, Agency has specifically assumed any and all risks of a bankruptcy or reorganization case or proceeding with respect to the Corporation. As an example and not in any way of limitation, a subsequent modification of the obligations guaranteed hereunder in any reorganization case concerning the Corporation shall not affect the obligation of Agency to pay and perform the obligations guaranteed hereunder in accordance with its original terms. ARTICLE III PLEDGE OF PLEDGED TAX REVENUES SECTION 3.01. Pledge of Pledged Tax Revenues and Tax Increment Fund. The payment of the Obligation Amount shall be secured by a pledge of, and subordinated lien on, all of the Pledged Tax Revenues, which the Agency hereby makes and grants to the Bank to secure the Agency's obligations hereunder. The Pledged Tax Revenues are hereby pledged in their entirety to the payments required by Section 2.02 hereof. The Pledged Tax Revenues and all amounts in the Tax Increment Fund shall be subject to the lien of such pledge without any physical delivery thereof or further act, and the lien of such pledge shall be valid and binding as 4