BOWERS MUSEUM - 2006 GUARANTY AGMT FOR EXPANSION-2006

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against all parties having claims of any kind in tort, contract or otherwise against the Agency. The lien shall be subordinate to all existing and future liens or pledges of Pledged Tax Revenues, without limitation (except as provided in Section 6.0 I), provided that no such future lien shall have the effect of extinguishing this lien. This Guaranty is not a debt of the City of Santa Ana, the State of California or any of its political subdivisions (other than the Agency) and neither the City of Santa Ana nor the State of California or any of its political subdivisions (other than the Agency) is liable thereon, nor in any event shall the Guaranty be payable out of any funds or properties other than Pledged Tax Revenues of the Agency as provided herein. This Guaranty Agreement constitutes an indebtedness within the meaning of any constitutional or statutory limitation or restriction, and neither the members of the Agency nor any persons executing this Guaranty Agreement are liable personally on the Guaranty. ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE AGENCY SECTION 4.0 I. Organization. The Agency is duly organized and existing under the laws of the State and has all necessary power and authority to enter into and perform its duties (including the authority to pledge the Pledged Tax Revenues) under this Guaranty Agreement. SECTION 4.02. Agreement Valid and Binding; Approval by Legislative Body of the City. This Guaranty Agreement has been duly authorized, executed and delivered by the Agency and constitutes the legal, valid and binding obligation of the Agency, enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors' rights generally. SECTION 4.03. No Conflict in Execution of Agreement. The execution and delivery by the Agency of this Guaranty Agreement and compliance with the provisions hereof will not conflict with or constitute a breach of or default under any law, administrative regulation, court decree, resolution, charter, by-law or any agreement to which the Agency is subject or by which it is bound or by which its properties may be affected. SECTION 4.04. No Litigation. There is no action, suit, proceeding or investigation at law or in equity before or by any court or governmental agency or body pending or threatened against the Agency to restrain or enjoin the execution or delivery of this Guaranty Agreement, or in any way contesting or affecting the validity of this Guaranty Agreement, or contesting the powers of the Agency to enter into or perform its obligations under this Guaranty Agreement, including the pledge of Pledged Tax Revenues or in any way contesting of affecting the establishment of the Project Areas or the Redevelopment Plans. SECTION 4.05. No Breach or Default. The Agency is not in breach of or in default under any applicable law or administrative regulation of the State or the United States, the Constitution of the State (including Article XVI, Section 18 thereof) any applicable judgment or decree, any loan agreement, indenture, bond, note, resolution, agreement or other instrument to 5