TO, SUCH AFFILIATE FOR A PRICE AND ON TERMS
> WHICH SHALL
>
> > (I)
BE COMPETITIVE AND FULLY DEDUCTIBLE AS AN "ORDINARY AND
> > NECESSARY BUSINESS EXPENSE" AND/OR FULLY DEPRECIABLE UNDER THE INTERNAL
> > REVENUE CODE OF 1986 AND THE TREASURY REGULATIONS, EACH AS AMENDED; AND
> >
> > (II)
BE NO BE LESS FAVORABLE TO THE BORROWERS THAN THOSE
> > WHICH WOULD HAVE BEEN CHARGED AND IMPOSED IN AN ARMS LENGTH TRANSACTION.
4.25
FURTHER ASSURANCES.
> (A)
THE BORROWERS SHALL EXECUTE AND DELIVER TO THE AGENT SUCH INSTRUMENTS,
> DOCUMENTS, AND PAPERS, AND SHALL DO ALL SUCH THINGS FROM TIME TO TIME
> HEREAFTER AS THE AGENT MAY REQUEST: TO CARRY INTO EFFECT THE PROVISIONS AND
> INTENT OF THIS AGREEMENT; TO PROTECT AND PERFECT THE AGENT'S COLLATERAL
> INTERESTS IN THE COLLATERAL; AND TO COMPLY WITH ALL APPLICABLE STATUTES AND
> LAWS.
THE BORROWERS SHALL EXECUTE ALL SUCH INSTRUMENTS AS MAY BE REQUIRED BY
> THE AGENT WITH RESPECT TO THE RECORDATION AND/OR PERFECTION OF THE COLLATERAL
> INTERESTS CREATED OR CONTEMPLATED HEREIN.
>
>
> (B)
THE BORROWERS HEREBY DESIGNATE THE AGENT AS AND FOR THE BORROWERS' TRUE
> AND LAWFUL ATTORNEY, WITH FULL POWER OF SUBSTITUTION, TO SIGN AND FILE ANY
> FINANCING STATEMENTS IN ORDER TO PERFECT OR PROTECT THE AGENT'S COLLATERAL
> INTERESTS IN THE COLLATERAL.
>
>
> (C)
A CARBON, PHOTOGRAPHIC, OR OTHER REPRODUCTION OF THIS AGREEMENT OR OF
> ANY FINANCING STATEMENT OR OTHER INSTRUMENT EXECUTED PURSUANT TO THIS SECTION
> 4.25 SHALL BE SUFFICIENT FOR FILING TO PERFECT THE SECURITY INTERESTS GRANTED
> HEREIN.
4.26
ADEQUACY OF DISCLOSURE.
> (A)
ALL FINANCIAL STATEMENTS FURNISHED TO THE AGENT OR THE LENDERS BY THE
> BORROWERS HAVE BEEN PREPARED IN ACCORDANCE WITH GAAP CONSISTENTLY APPLIED AND
> PRESENT FAIRLY THE CONSOLIDATED CONDITION OF THE BORROWERS AT THE DATE(S)
> THEREOF AND THE CONSOLIDATED RESULTS OF OPERATIONS AND CASH FLOWS OF THE
> BORROWERS FOR THE PERIOD(S) COVERED SUBJECT, IN THE CASE OF INTERIM
> FINANCIALS, TO NORMAL YEAR END ADJUSTMENTS.
THERE HAS BEEN NO CHANGE IN THE
> FINANCIAL CONDITION, RESULTS OF OPERATIONS, OR CASH FLOWS OF THE BORROWERS
> SINCE THE DATE(S) OF SUCH FINANCIAL STATEMENTS, OTHER THAN CHANGES IN THE
> ORDINARY COURSE OF BUSINESS, WHICH CHANGES HAVE NOT BEEN MATERIALLY ADVERSE,
> EITHER SINGULARLY OR IN THE AGGREGATE.
>
>
> (B)
THE BORROWERS DO NOT HAVE ANY CONTINGENT OBLIGATIONS OR OBLIGATION UNDER
> ANY LEASE OR CAPITAL LEASE WHICH IS NOT NOTED IN THE BORROWERS' CONSOLIDATED
> FINANCIAL STATEMENTS FURNISHED TO THE AGENT OR THE LENDERS PRIOR TO THE
> EXECUTION OF THIS AGREEMENT.
>
>
> (C)
NO DOCUMENT, INSTRUMENT, AGREEMENT, OR PAPER NOW OR HEREAFTER GIVEN THE
> AGENT OR THE LENDERS BY OR ON BEHALF OF THE BORROWERS OR ANY GUARANTOR OF THE
> LIABILITIES IN CONNECTION WITH THE EXECUTION OF THIS AGREEMENT BY THE AGENT OR
> LENDERS CONTAINS OR WILL CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL