SHALL
BE OBLIGATED TO PAY THE GUARANTEED OBLIGATIONS (SUBJECT TO THE MAXIMUM AGGREGATE
LIABILITY AS SET FORTH IN SECTION 1.1(C) HEREOF) WHEN DUE, NOTWITHSTANDING ANY
OCCURRENCE, CIRCUMSTANCE, EVENT, ACTION, OR OMISSION WHATSOEVER, WHETHER
CONTEMPLATED OR UNCONTEMPLATED, AND WHETHER OR NOT OTHERWISE OR PARTICULARLY
DESCRIBED HEREIN, WHICH OBLIGATION SHALL BE DEEMED SATISFIED ONLY UPON THE FULL
AND FINAL PAYMENT AND SATISFACTION OF THE GUARANTEED OBLIGATIONS (SUBJECT TO THE
MAXIMUM AGGREGATE LIABILITY AS SET FORTH IN SECTION 1.1(C) HEREOF).
ARTICLE III
CPT REPRESENTATIONS AND WARRANTIES
To induce Administrative Agent and Lenders to enter into the Loan Documents and
extend credit to Borrower, CPT represents and warrants to Administrative Agent
and Lenders as follows:
3.1
ORGANIZATION, AUTHORITY OF CPT.
CPT IS A
CORPORATION DULY ORGANIZED AND VALIDLY EXISTING UNDER THE LAWS OF THE
JURISDICTION OF ITS INCORPORATION AND HAS THE CORPORATE POWER AND AUTHORITY AND
THE LEGAL RIGHT TO OWN AND OPERATE ITS PROPERTY, TO LEASE THE PROPERTY IT
OPERATES AND TO CONDUCT THE BUSINESS IN WHICH IT IS CURRENTLY ENGAGED.
3.2
EXECUTION, DELIVERY AND PERFORMANCE BY CPT.
CPT HAS THE CORPORATE POWER AND AUTHORITY AND THE LEGAL RIGHT TO EXECUTE AND
DELIVER, AND TO PERFORM ITS OBLIGATIONS UNDER, THIS GUARANTY, AND HAS TAKEN ALL
NECESSARY CORPORATE ACTION TO AUTHORIZE ITS EXECUTION, DELIVERY AND PERFORMANCE
OF THIS GUARANTY.
3.3
LEGALITY.
THIS GUARANTY CONSTITUTES A LEGAL,
VALID AND BINDING OBLIGATION OF CPT ENFORCEABLE IN ACCORDANCE WITH ITS TERMS,
EXCEPT AS MAY BE AFFECTED BY BANKRUPTCY, INSOLVENCY, FRAUDULENT CONVEYANCE,
REORGANIZATION, MORATORIUM AND OTHER SIMILAR LAWS RELATING TO OR AFFECTING THE
ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY, GENERAL EQUITABLE PRINCIPLES AND AN
IMPLIED COVENANT OF GOOD FAITH AND FAIR DEALING.
3.4
CPT SOLE TRUSTEE OF CENTRO PROPERTY TRUST.
CPT IS THE ONLY TRUSTEE OF CENTRO PROPERTY TRUST, A TRUST ORGANIZED UNDER THE
LAWS OF THE COMMONWEALTH OF AUSTRALIA (THE "TRUST"), AND NO ACTION HAS BEEN
TAKEN OR PROPOSED TO REMOVE IT AS TRUSTEE OF THE TRUST OR TO TERMINATE THE
TRUST.
3.5
NO DEFAULT BY CPT AS TRUSTEE, INDEMNIFICATION
BY TRUST.
CPT IS NOT, AND NEVER HAS BEEN, IN DEFAULT UNDER THE CONSTITUENT
DOCUMENTS OF THE TRUST, INCLUDING ITS TRUST DEED, AND HAS THE RIGHT TO BE FULLY
INDEMNIFIED OUT OF THE PROPERTY HELD ON TRUST BY IT IN CONNECTION WITH THE TRUST
OR UNDER THE TRUST DEED ("TRUST FUNDS") IN RESPECT OF OBLIGATIONS INCURRED BY IT
HEREUNDER AND THE TRUST FUNDS ARE SUFFICIENT TO SATISFY THAT RIGHT TO INDEMNITY
AND ALL OTHER OBLIGATIONS IN RESPECT OF WHICH CPT HAS A RIGHT TO BE INDEMNIFIED
OUT OF THE TRUST FUNDS.
3.6
COMPLIANCE WITH TRUST OBLIGATIONS.
CPT AND
ITS DIRECTORS AND OTHER OFFICERS HAVE COMPLIED WITH THEIR OBLIGATIONS IN
CONNECTION WITH THE TRUST.
3.7
BENEFIT.
(A) CPT IS AN AFFILIATE OF BORROWER,
IS THE OWNER OF A DIRECT OR INDIRECT INTEREST IN BORROWER, AND HAS RECEIVED, OR
WILL RECEIVE, DIRECT OR INDIRECT BENEFIT FROM THE MAKING OF THIS GUARANTY WITH
RESPECT TO THE GUARANTEED OBLIGATIONS; AND (B) CPT HAS CAREFULLY CONSIDERED THE
PURPOSES OF THIS GUARANTY, AND