AGREES THAT ANY
LIENS, SECURITY INTERESTS, JUDGMENT LIENS, CHARGES OR OTHER ENCUMBRANCES UPON
BORROWER'S ASSETS (OR ASSETS OF ANY SUBSIDIARY OF BORROWER) SECURING PAYMENT OF
THE GUARANTOR CLAIMS SHALL BE AND REMAIN INFERIOR AND SUBORDINATE TO ANY LIENS,
SECURITY INTERESTS, JUDGMENT LIENS, CHARGES OR OTHER ENCUMBRANCES UPON
BORROWER'S ASSETS (OR ASSETS OF ANY SUBSIDIARY OF BORROWER) SECURING PAYMENT OF
THE GUARANTEED OBLIGATIONS, REGARDLESS OF WHETHER SUCH ENCUMBRANCES IN FAVOR OF
GUARANTOR, ADMINISTRATIVE AGENT OR LENDERS PRESENTLY EXIST OR ARE HEREAFTER
CREATED OR ATTACH.
WITHOUT THE PRIOR WRITTEN CONSENT OF ADMINISTRATIVE AGENT,
GUARANTOR SHALL NOT (A) EXERCISE OR ENFORCE ANY CREDITOR'S RIGHT IT MAY HAVE
AGAINST BORROWER OR ANY SUBSIDIARY OF BORROWER OR (B) FORECLOSE, REPOSSESS,
SEQUESTER OR OTHERWISE TAKE STEPS OR INSTITUTE ANY ACTION OR PROCEEDINGS
(JUDICIAL OR OTHERWISE, INCLUDING WITHOUT LIMITATION THE COMMENCEMENT OF, OR
JOINDER IN, ANY LIQUIDATION, BANKRUPTCY, REARRANGEMENT, DEBTOR'S RELIEF OR
INSOLVENCY PROCEEDING) TO ENFORCE ANY LIENS, MORTGAGES, DEEDS OF TRUST, SECURITY
INTERESTS, COLLATERAL RIGHTS, JUDGMENTS OR OTHER ENCUMBRANCES ON ASSETS OF
BORROWER OR ANY SUBSIDIARY OF BORROWER HELD BY GUARANTOR.
ARTICLE VI
MISCELLANEOUS
6.1
WAIVER.
NO FAILURE TO EXERCISE, AND NO DELAY
IN EXERCISING, ON THE PART OF ADMINISTRATIVE AGENT OR ANY LENDER, ANY RIGHT
HEREUNDER SHALL OPERATE AS A WAIVER THEREOF, NOR SHALL ANY SINGLE OR PARTIAL
EXERCISE THEREOF PRECLUDE ANY OTHER OR FURTHER EXERCISE THEREOF OR THE EXERCISE
OF ANY OTHER RIGHT.
THE RIGHTS OF ADMINISTRATIVE AGENT AND LENDERS HEREUNDER
SHALL BE IN ADDITION TO ALL OTHER RIGHTS PROVIDED BY LAW.
NO MODIFICATION OR
WAIVER OF ANY PROVISION OF THIS GUARANTY, NOR CONSENT TO DEPARTURE THEREFROM,
SHALL BE EFFECTIVE UNLESS IN WRITING AND NO SUCH CONSENT OR WAIVER SHALL EXTEND
BEYOND THE PARTICULAR CASE AND PURPOSE INVOLVED.
NO NOTICE OR DEMAND GIVEN IN
ANY CASE SHALL CONSTITUTE A WAIVER OF THE RIGHT TO TAKE OTHER ACTION IN THE
SAME, SIMILAR OR OTHER INSTANCES WITHOUT SUCH NOTICE OR DEMAND.
6.2
NOTICES.
EXCEPT IN THE CASE OF NOTICES AND
OTHER COMMUNICATIONS EXPRESSLY PERMITTED TO BE GIVEN BY TELEPHONE, ALL NOTICES
AND OTHER COMMUNICATIONS PROVIDED FOR HEREIN SHALL BE IN WRITING AND SHALL BE
DELIVERED BY HAND OR OVERNIGHT COURIER SERVICE, MAILED BY CERTIFIED OR
REGISTERED MAIL OR SENT BY TELECOPY, AS FOLLOWS:
(A)
IF TO THE GUARANTOR, TO CENTRO THE GLEN,
235 SPRINGVALE ROAD, 3RD FLOOR, GLEN WAVERLEY, VICTORIA, 3150 AUSTRALIA;
ATTENTION:
GENERAL COUNSEL (TELECOPY NO.:
(61-3) 9886 1234), WITH A COPY TO
SKADDEN, ARPS, SLATE, MEAGHER & FLOM, LLP, FOUR TIMES SQUARE, NEW YORK, NEW
YORK, 10036, ATTENTION:
HARVEY URIS, ESQ. (TELECOPY NO.: (212) 735-2000); AND
(B)
IF TO THE ADMINISTRATIVE AGENT OR BOA: BANK
OF AMERICA, N.A., AGENCY MANAGEMENT - EAST, 101 NORTH TRYON STREET, 15TH FLOOR,
NC1-001-15-14, CHARLOTTE, NC 28255, ATTENTION:
KIMBERLY D. WILLIAMS, TELECOPY:
(704) 409-0650 AND BANK OF AMERICA, N.A., 231 SOUTH LASALLE STREET, 10TH FLOOR,
CHICAGO, ILLINOIS 60697, ATTN:
MARK A. MOKELKE, TELECOPY:(312) 974-4970
6.3
GOVERNING LAW, SUBMISSION TO JURISDICTION,
WAIVERS.
(A)
THIS GUARANTY SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF