OF INCOME AND CASH
FLOWS (OR CONSOLIDATING STATEMENTS OF INCOME AND CASH FLOWS, AS THE CASE MAY BE)
FOR THE CORRESPONDING PERIOD IN THE PRECEDING FISCAL YEAR TO THE EXTENT SUCH
FINANCIAL STATEMENTS ARE AVAILABLE.
(C)
ANNUAL FINANCIALS.
AS SOON AS AVAILABLE
AND IN ANY EVENT WITHIN 90 DAYS AFTER THE END OF EACH FISCAL YEAR, AN AUDITED
CONSOLIDATED STATEMENT OF INCOME AND CASH FLOWS (AND IF GENAISSANCE SO PREPARES
OR IS REQUIRED TO DO SO, AUDITED CONSOLIDATING STATEMENT OF INCOME AND CASH
FLOWS) OF GENAISSANCE AND ITS SUBSIDIARIES FOR SUCH YEAR AND THE RELATED AUDITED
CONSOLIDATED BALANCE SHEET (AND, IF PREPARED OR REQUIRED TO BE PREPARED, THE
AUDITED CONSOLIDATING BALANCE SHEET) OF GENAISSANCE AND ITS SUBSIDIARIES AT THE
END OF SUCH YEAR, SETTING FORTH IN EACH CASE IN COMPARATIVE FORM THE
CORRESPONDING INFORMATION AS OF THE END OF AND FOR THE PRECEDING FISCAL YEAR TO
THE EXTENT SUCH FINANCIAL STATEMENTS ARE AVAILABLE, ACCOMPANIED BY AN OPINION,
WITHOUT A GOING CONCERN OR SIMILAR QUALIFICATION OR EXCEPTION AS TO SCOPE OR
OTHER MATERIAL QUALIFICATION OR EXCEPTION, THEREON OF GENAISSANCE'S AUDITORS
(WHICH AUDITORS SHALL BE REASONABLY ACCEPTABLE TO THE PURCHASERS), WHICH OPINION
SHALL STATE, IN SUBSTANCE, THAT SAID AUDITED FINANCIAL STATEMENTS FAIRLY PRESENT
IN ALL MATERIAL RESPECTS THE CONSOLIDATED AND CONSOLIDATING FINANCIAL CONDITION,
AS THE CASE MAY BE, RESULTS OF OPERATIONS AND CASH FLOWS OF GENAISSANCE AND ITS
SUBSIDIARIES AS AT THE END OF, AND FOR, SUCH FISCAL YEAR IN CONFORMITY WITH
GAAP.
5.15.
REMOVAL OF LEGENDS.
UPON THE EARLIER OF (I)
REGISTRATION FOR RESALE PURSUANT TO THE REGISTRATION RIGHTS AGREEMENT AND
RECEIPT BY GENAISSANCE OF A PURCHASER'S WRITTEN CONFIRMATION THAT SUCH WARRANT
SHARES WILL NOT BE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE PROSPECTUS DELIVERY
REQUIREMENTS OF THE SECURITIES ACT OR (II) RULE 144(K) BECOMING AVAILABLE,
GENAISSANCE SHALL, UPON A PURCHASER'S WRITTEN REQUEST AND ITS DELIVERY OF A
CUSTOMARY REPRESENTATION LETTER REGARDING NON-AFFILIATE STATUS, PROMPTLY CAUSE
CERTIFICATES EVIDENCING THE PURCHASER'S WARRANT SHARES, IN THE CASE OF CLAUSE
(I) OR (II), OR WARRANTS, IN THE CASE OF CLAUSE (II), TO BE REPLACED WITH
CERTIFICATES WHICH DO NOT BEAR SUCH RESTRICTIVE LEGENDS.
WHEN GENAISSANCE IS
REQUIRED TO CAUSE UNLEGENDED CERTIFICATES TO REPLACE PREVIOUSLY ISSUED LEGENDED
CERTIFICATES, IF UNLEGENDED CERTIFICATES ARE NOT DELIVERED TO A PURCHASER WITHIN
THREE (3) BUSINESS DAYS OF SUBMISSION BY THAT PURCHASER OF LEGENDED
CERTIFICATE(S) TO GENAISSANCE'S TRANSFER AGENT TOGETHER WITH A REPRESENTATION
LETTER IN CUSTOMARY FORM, GENAISSANCE SHALL BE LIABLE TO THE PURCHASER FOR
LIQUIDATED DAMAGES IN AN AMOUNT EQUAL TO 1.0% OF THE PRINCIPAL AMOUNT OF THE
NOTE PURCHASED BY
34
SUCH PURCHASER FOR EACH THIRTY (30) DAY PERIOD (OR PORTION THEREOF) BEYOND SUCH
THREE (3) BUSINESS DAYS THAT THE UNLEGENDED CERTIFICATES HAVE NOT BEEN SO
DELIVERED.
5.16.
SENIOR NOTE STATUS.
THE INDEBTEDNESS REPRESENTED BY
THE NOTES SHALL BE SENIOR TO ANY AND ALL INDEBTEDNESS OF GENAISSANCE OR ANY
SUBSIDIARY, WHETHER NOW EXISTING OR HEREAFTER ARISING, EXCEPT FOR (I) THE
EXISTING OBLIGATIONS TO CII PURSUANT TO THE CII FINANCING AND (II) ANY PURCHASE
MONEY OBLIGATIONS AND CAPITAL