CONSIDERS THAT ENTRY INTO THIS GUARANTY IS FOR
THE BENEFIT OF THE BENEFICIARIES OF THAT TRUST AND THE TERMS OF THIS GUARANTY
ARE FAIR AND REASONABLE.
3.8
NO ABANDONMENT OF POWERS UNDER TRUST DEED.
CPT HAS NOT EXERCISED ANY POWER TO RELEASE, ABANDON OR RESTRICT ANY POWER
CONFERRED ON IT BY THE TRUST DEED.
3.9
PROPER EXERCISE OF FIDUCIARY DUTIES.
THE
ENTRY INTO, DELIVERY AND PERFORMANCE OF THIS GUARANTY BY CPT IS PART OF THE
PROPER ADMINISTRATION OF THE TRUST, IS A PROPER EXERCISE OF ITS FIDUCIARY
DUTIES, AND IS FOR THE BENEFIT OF THE TRUST AND THE BENEFICIARIES OF THE TRUST.
3.10
NO WITHDRAWAL OF REQUIRED CONSENT.
NO DIRECTION,
INSTRUCTION OR CONSENT REQUIRED TO BE GIVEN TO CPT UNDER THE TRUST DEED OR
OTHERWISE IN RESPECT OF ITS EXECUTION, DELIVERY AND PERFORMANCE OF THIS GUARANTY
HAS BEEN WITHDRAWN OR REVOKED.
3.11
NO VIOLATION OF CPT'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 CPT AND WILL
NOT RESULT IN OR REQUIRE THE CREATION OR IMPOSITION OF ANY LIEN ON ANY OF THE
PROPERTIES OR REVENUES OF CPT PURSUANT TO ANY REQUIREMENT OF LAW OR CONTRACTUAL
OBLIGATION OF CPT.
3.12
NO LEGAL PROCEEDINGS AGAINST CPT.
NO LITIGATION,
INVESTIGATION OR PROCEEDING OF OR BEFORE ANY ARBITRATOR OR GOVERNMENTAL
AUTHORITY IS PENDING OR, TO THE KNOWLEDGE OF CPT, THREATENED BY OR AGAINST CPT
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 CPT.
3.13
FILING AND PAYMENT OF TAXES.
CPT HAS FILED OR
CAUSED TO BE FILED ALL TAX RETURNS WHICH, TO THE KNOWLEDGE OF CPT, 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 CPT); AND NO TAX LIEN HAS BEEN FILED, AND, TO THE KNOWLEDGE OF CPT, NO
CLAIM IS BEING ASSERTED, WITH RESPECT TO ANY SUCH TAX, FEE OR OTHER CHARGE.
3.14
NO CONSENT REQUIRED FOR CPT'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 CPT) IS
REQUIRED IN CONNECTION WITH THE EXECUTION, DELIVERY, PERFORMANCE, VALIDITY OR
ENFORCEABILITY OF THIS GUARANTY.
3.15
FAMILIARITY AND RELIANCE.
CPT IS FAMILIAR WITH, AND
HAS INDEPENDENTLY REVIEWED BOOKS AND RECORDS REGARDING,