THE FINANCIAL CONDITION
OF BORROWER AND IS FAMILIAR WITH THE VALUE OF ANY AND ALL COLLATERAL INTENDED TO
BE CREATED AS SECURITY FOR THE PAYMENT OF THE NOTE OR GUARANTEED OBLIGATIONS;
HOWEVER, CPT IS NOT RELYING ON SUCH FINANCIAL CONDITION OR THE COLLATERAL AS AN
INDUCEMENT TO ENTER INTO THIS GUARANTY.
3.16
CPT'S FINANCIAL CONDITION.
AS OF THE DATE HEREOF,
AND AFTER GIVING EFFECT TO THIS GUARANTY AND THE CONTINGENT OBLIGATION EVIDENCED
HEREBY, CPT IS, AND WILL BE, SOLVENT, AND HAS AND WILL HAVE ASSETS WHICH, FAIRLY
VALUED, EXCEED ITS OBLIGATIONS, LIABILITIES (INCLUDING CONTINGENT LIABILITIES)
AND DEBTS, AND HAS AND WILL HAVE PROPERTY AND ASSETS SUFFICIENT TO SATISFY AND
REPAY ITS OBLIGATIONS AND LIABILITIES.
3.17
NO REPRESENTATION BY ADMINISTRATIVE AGENT OR ANY
LENDER.
NEITHER ADMINISTRATIVE AGENT, ANY LENDER NOR ANY OTHER PARTY HAS MADE
ANY REPRESENTATION, WARRANTY OR STATEMENT TO CPT IN ORDER TO INDUCE CPT TO
EXECUTE THIS GUARANTY.
3.18
SURVIVAL.
ALL REPRESENTATIONS AND WARRANTIES MADE
BY CPT HEREIN SHALL SURVIVE THE EXECUTION HEREOF.
ARTICLE IV
CPL REPRESENTATIONS AND WARRANTIES
TO INDUCE ADMINISTRATIVE AGENT AND LENDERS TO ENTER INTO THE LOAN DOCUMENTS AND
EXTEND CREDIT TO BORROWER, CPL REPRESENTS AND WARRANTS TO ADMINISTRATIVE AGENT
AND LENDERS AS FOLLOWS:
4.1
ORGANIZATION, AUTHORITY OF CPL.
CPL 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.
4.2
EXECUTION, DELIVERY AND PERFORMANCE BY CPL.
CPL 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.
4.3
LEGALITY.
THIS GUARANTY CONSTITUTES A LEGAL,
VALID AND BINDING OBLIGATION OF CPL 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.
4.4
BENEFIT.
(A) CPL 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) CPL HAS CAREFULLY CONSIDERED THE
PURPOSES OF THIS GUARANTY, AND CONSIDERS THAT ENTRY INTO THIS GUARANTY IS FOR
THE BENEFIT OF CPL AND THE TERMS OF THIS GUARANTY ARE FAIR AND REASONABLE.
4.5
NO VIOLATION OF CPL'S DUTIES OR OBLIGATIONS.
THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS GUARANTY WILL NOT VIOLATE ANY
PROVISION OF ANY REQUIREMENT OF LAW OR CONTRACTUAL OBLIGATION OF CPL AND WILL
NOT RESULT IN OR REQUIRE THE CREATION OR IMPOSITION OF ANY LIEN ON ANY OF THE
PROPERTIES OR REVENUES OF CPL PURSUANT TO ANY REQUIREMENT OF LAW OR CONTRACTUAL