BOWERS MUSEUM - 2006 GUARANTY AGMT FOR EXPANSION-2006

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SECTION 5.02. Books and Accounts; Financial Statements. The Agency will keep proper books of record and accounts, separate from all other records and accounts ofthe Agency, in which complete and correct entries shall be made of all transactions relating to the tax increment revenues from the Merged Project Areas (which may be consolidated with other project areas or activities of the Agency). Such books of record and accounts shall at all times during business hours be subject to the inspection ofthe Bank. SECTION 5.03. Protection of Securitv and Rights. The Agency will preserve and protect the security of the Guaranty and the rights of the Bank. From and after the date hereof, the Guaranty Agreement shall be incontestable by the Agency. SECTION 5.04. Assumption of Guaranty Agreement. The obligations of the Agency under this Guaranty Agreement may not be assumed by another. SECTION 5.05. Pavment from Tax-Exempt Debt. The Agency hereby covenants to notifY the Bank before making any repayment or prepayment of this Guaranty Agreement from the proceeds of any tax-exempt debt incurred by the Agency. SECTION 5.06. Further Assurances. The Agency will adopt, make, execute and deliver any and all such further resolutions, instruments and assurances as may be reasonably required by the Bank as necessary or proper to carry out the intention or to facilitate the performance of this Guaranty Agreement and for the better assuring and confirming unto the Bank of the rights and benefits provided in this Guaranty Agreement. ARTICLE VI EVENTS OF DEF AUL T AND REMEDIES SECTION 6.0 I. Events of Default and Acceleration of Guaranty. The following events shall constitute Events of Default hereunder: (a) failure by the Agency to pay the Obligation Amount when and as the same shall become due and payable; (b) failure by the Agency to observe and perform any ofthe provisions contained in Article IV, V or VI on its part, other than as referred to in the preceding Subsection (a), for a period of 60 days after written notice specifYing such failure and requesting that it be remedied has been given to the Agency by the Bank, or to the Agency and the Bank; provided, however, that if the failure stated in such notice Can be corrected, but not within such 60-day period, the Bank shall consent to an extension of such time if corrective action is instituted by the Agency within such 60-day period and diligently pursued until such failure is corrected; or (c) the filing by the Agency of a petition or answer seeking reorganization or arrangement under the Federal bankruptcy laws or any other applicable law of the United States of America, or if a court of competent jurisdiction shall approve a petition, filed with or without the consent of the Agency, seeking reorganization under the Federal bankruptcy laws or any other applicable law of the United States of America, or if, under the provisions of any other law 7