OBLIGATION OF CPL.
4.6
NO LEGAL PROCEEDINGS AGAINST CPL.
NO
LITIGATION, INVESTIGATION OR PROCEEDING OF OR BEFORE ANY ARBITRATOR OR
GOVERNMENTAL AUTHORITY IS PENDING OR, TO THE KNOWLEDGE OF CPL, THREATENED BY OR
AGAINST CPL OR AGAINST ANY OF ITS PROPERTIES OR REVENUES (I) WITH RESPECT TO
THIS GUARANTY OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY, OR (II) WHICH
COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT ON THE BUSINESS,
OPERATIONS, PROPERTY OR FINANCIAL OR OTHER CONDITION OF CPL.
4.7
FILING AND PAYMENT OF TAXES.
CPL HAS FILED OR
CAUSED TO BE FILED ALL TAX RETURNS WHICH, TO THE KNOWLEDGE OF CPL, ARE REQUIRED
TO BE FILED AND HAS PAID ALL TAXES SHOWN TO BE DUE AND PAYABLE ON SAID RETURNS
OR ON ANY ASSESSMENTS MADE AGAINST IT OR ANY OF ITS PROPERTY AND ALL OTHER
TAXES, FEES OR OTHER CHARGES IMPOSED ON IT OR ANY OF ITS PROPERTY BY ANY
GOVERNMENTAL AUTHORITY (OTHER THAN ANY THE AMOUNT OR VALIDITY OF WHICH ARE
CURRENTLY BEING CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS AND WITH
RESPECT TO WHICH RESERVES IN CONFORMITY WITH GAAP HAVE BEEN PROVIDED ON THE
BOOKS OF CPL); AND NO TAX LIEN HAS BEEN FILED, AND, TO THE KNOWLEDGE OF CPL, NO
CLAIM IS BEING ASSERTED, WITH RESPECT TO ANY SUCH TAX, FEE OR OTHER CHARGE.
4.8
NO CONSENT REQUIRED FOR CPL'S EXECUTION,
DELIVERY OR PERFORMANCE.
NO CONSENT OR AUTHORIZATION OF, FILING WITH, OR OTHER
ACT BY OR IN RESPECT OF, ANY ARBITRATOR OR GOVERNMENTAL AUTHORITY AND NO CONSENT
OF ANY OTHER PERSON (INCLUDING, WITHOUT LIMITATION, ANY STOCKHOLDER OR CREDITOR
OF CPL) IS REQUIRED IN CONNECTION WITH THE EXECUTION, DELIVERY, PERFORMANCE,
VALIDITY OR ENFORCEABILITY OF THIS GUARANTY.
4.9
FAMILIARITY AND RELIANCE.
CPL IS FAMILIAR
WITH, AND HAS INDEPENDENTLY REVIEWED BOOKS AND RECORDS REGARDING, 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, CPL IS NOT RELYING ON SUCH FINANCIAL CONDITION OR THE
COLLATERAL AS AN INDUCEMENT TO ENTER INTO THIS GUARANTY.
4.10
CPL'S FINANCIAL CONDITION.
AS OF THE DATE HEREOF,
AND AFTER GIVING EFFECT TO THIS GUARANTY AND THE CONTINGENT OBLIGATION EVIDENCED
HEREBY, CPL 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.
4.11
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 CPL IN ORDER TO INDUCE CPL TO
EXECUTE THIS GUARANTY.
4.12
SURVIVAL.
ALL REPRESENTATIONS AND WARRANTIES MADE
BY CPL HEREIN SHALL SURVIVE THE EXECUTION HEREOF.
ARTICLE V
SUBORDINATION OF CERTAIN INDEBTEDNESS
5.1
SUBORDINATION OF ALL GUARANTOR CLAIMS.
AS
USED HEREIN, THE TERM "GUARANTOR CLAIMS" SHALL MEAN ALL DEBTS AND LIABILITIES OF
BORROWER OR ANY SUBSIDIARY OF BORROWER TO GUARANTOR, WHETHER SUCH DEBTS