ALL OF THE STOCK OF SUCH
SUBSIDIARY, OTHER THAN CERTAIN DOMESTIC SUBSIDIARIES THAT ARE NOT MATERIAL
SUBSIDIARIES AND THE NON-DOMESTIC SUBSIDIARIES THAT ARE NOT CREDIT PARTIES TO
SECURE THE OBLIGATIONS.
THE DOCUMENTATION FOR SUCH GUARANTY, SECURITY AND
PLEDGE SHALL BE SUBSTANTIALLY SIMILAR TO THE LOAN DOCUMENTS EXECUTED
CONCURRENTLY HEREWITH WITH SUCH MODIFICATIONS AS ARE REASONABLY REQUESTED BY
AGENT.
4.8.
PAYMENT OF TAXES.
EACH CREDIT PARTY SHALL TIMELY PAY AND
DISCHARGE (OR CAUSE TO BE PAID AND DISCHARGED) ALL MATERIAL TAXES, ASSESSMENTS
AND GOVERNMENTAL AND OTHER CHARGES OR LEVIES IMPOSED UPON IT OR UPON ITS INCOME
OR PROFITS, OR UPON PROPERTY BELONGING TO IT; PROVIDED THAT SUCH CREDIT PARTY
SHALL NOT BE REQUIRED TO PAY ANY SUCH TAX, ASSESSMENT, CHARGE OR LEVY THAT IS
BEING CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS OR OTHER APPROPRIATE
ACTIONS DILIGENTLY CONDUCTED AND FOR WHICH THE AFFECTED CREDIT PARTY SHALL HAVE
SET ASIDE ON ITS BOOKS ADEQUATE RESERVES WITH RESPECT THERETO IN CONFORMANCE
WITH GAAP AND DEEMED APPROPRIATE BY SUCH CREDIT PARTY AND ITS INDEPENDENT PUBLIC
ACCOUNTANTS.
4.9.
CASH MANAGEMENT SYSTEMS.
BORROWERS SHALL, AND SHALL CAUSE EACH
OTHER CREDIT PARTY TO, ENTER INTO CONTROL AGREEMENTS WITH RESPECT TO EACH U.S.
DEPOSIT ACCOUNT, OTHER THAN ANY ACCOUNTS THAT DO NOT HAVE AN AVERAGE DAILY
BALANCE FOR THE IMMEDIATELY PRECEDING 30-DAY PERIOD IN EXCESS OF $1,000,000 IN
THE AGGREGATE FOR ALL ACCOUNTS, MAINTAINED BY BORROWERS OR ANY SUBSIDIARY OF A
BORROWER (OTHER THAN (A) ANY PAYROLL ACCOUNT SO LONG AS SUCH PAYROLL ACCOUNT
EITHER (I) IS A ZERO BALANCE ACCOUNT OR (II) DOES NOT CONTAIN ANY AMOUNTS IN
EXCESS OF PAYROLL DUE AND PAYABLE WITHIN FOUR (4) BUSINESS DAYS, (B) ANY
SEGREGATED ACCOUNT THAT CONTAINS FUNDS FOR THE PURPOSE OF PAYING THIRD PARTY
VENDORS IN CONNECTION WITH ADVERTISING EXPENSES IN CONNECTION WITH THE TNN
BUSINESS OF THE CREDIT PARTIES, AND (C) ACCOUNTS FUNDED SOLELY TO PAY SALES AND
USE TAX, AND ANY SUCH FUNDS ARE SO USED WITHIN TWO (2) BUSINESS DAYS) AS OF OR
AFTER THE CLOSING DATE.
EACH SUCH DEPOSIT ACCOUNT CONTROL AGREEMENT SHALL BE IN
FORM AND SUBSTANCE REASONABLY SATISFACTORY TO AGENT.
4.10.
COVENANTS REGARDING ACCOUNTS.
(A) IN THE ORDINARY COURSE OF ITS
BUSINESS, EACH CREDIT PARTY PROCESSES ITS ACCOUNTS (OTHER THAN AS PROVIDED FOR
IN CLAUSE (B) BELOW) IN A MANNER SUCH THAT (I) EACH PAYMENT RECEIVED BY SUCH
CREDIT PARTY IN RESPECT OF AN ACCOUNT IS ALLOCATED TO A SPECIFICALLY IDENTIFIED
INVOICE, WHICH INVOICE CORRESPONDS TO A PARTICULAR ACCOUNT OWING TO SUCH CREDIT
PARTY AND (II) IN THE EVENT THAT, AT ANY TIME, LESS THAN 100% OF THE ACCOUNTS OF
SUCH CREDIT PARTY ARE INCLUDED IN A PERMITTED RECEIVABLES FINANCING, PAYMENTS
RECEIVED IN RESPECT OF THOSE ACCOUNTS INCLUDED IN A PERMITTED RECEIVABLES
FINANCING WOULD BE IDENTIFIABLE AND SEPARABLE FROM PAYMENTS RECEIVED IN RESPECT
OF ACCOUNTS NOT SO INCLUDED IN A PERMITTED RECEIVABLES FINANCING.
(B) WITH
RESPECT TO THE ACCOUNTS OF (I) THE MMS ROCHESTER BUSINESS AND (II) THE VPS
BUSINESS, EACH APPLICABLE CREDIT PARTY PROCESSES ITS ACCOUNTS IN A MANNER SUCH
THAT