(D) FILE
AN ANSWER ADMITTING THE MATERIAL ALLEGATIONS OF A PETITION FILED AGAINST IT IN
ANY SUCH PROCEEDING, (E) MAKE A GENERAL ASSIGNMENT FOR THE BENEFIT OF CREDITORS
OR (F) TAKE ANY ACTION FOR THE PURPOSE OF EFFECTING ANY OF THE FOREGOING;
(VI)
AN INVOLUNTARY PROCEEDING SHALL BE COMMENCED
OR AN INVOLUNTARY PETITION SHALL BE FILED SEEKING (A) LIQUIDATION,
REORGANIZATION OR OTHER RELIEF IN RESPECT OF GENAISSANCE OR ANY SUBSIDIARY OR
THEIR RESPECTIVE DEBTS, OR OF ALL OR A SUBSTANTIAL PART OF THEIR RESPECTIVE
ASSETS, UNDER ANY FEDERAL, STATE OR FOREIGN BANKRUPTCY, INSOLVENCY, RECEIVERSHIP
OR SIMILAR LAW NOW OR HEREAFTER IN EFFECT OR (B) THE APPOINTMENT OF A RECEIVER,
TRUSTEE, CUSTODIAN, SEQUESTRATOR, CONSERVATOR OR SIMILAR OFFICIAL FOR
GENAISSANCE OR ANY SUBSIDIARY OR FOR ALL OR A SUBSTANTIAL PART OF THEIR
RESPECTIVE ASSETS, AND, IN ANY SUCH CASE, SUCH PROCEEDING OR PETITION SHALL
CONTINUE UNDISMISSED FOR 60 DAYS OR AN ORDER OR DECREE APPROVING OR ORDERING ANY
OF THE FOREGOING SHALL BE ENTERED;
(VII)
GENAISSANCE OR ANY SUBSIDIARY SHALL FAIL TO
OBSERVE OR PERFORM ANY MATERIAL COVENANT, CONDITION OR AGREEMENT CONTAINED IN
ANY MATERIAL AGREEMENT, WHICH FAILURE SHALL CONTINUE UNREMEDIED FOR A PERIOD
EQUAL TO THE LESSER OF (A) 30 DAYS AND (B) ANY APPLICABLE CURE PERIOD SET FORTH
IN SUCH MATERIAL AGREEMENT, IF IN ANY EVENT SUCH UNREMEDIED FAILURE WOULD
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT (PROVIDED, HOWEVER, THE
FOREGOING SHALL NOT BE DEEMED TO LIMIT IN ANY RESPECT CLAUSE (X) BELOW);
(VIII)
ANY MATERIAL AGREEMENT SHALL BE CANCELED OR
TERMINATED, OTHER THAN BY GENAISSANCE OR A SUBSIDIARY ACTING WITH THE CONSENT OF
GENAISSANCE IN THE ORDINARY COURSE OF BUSINESS, IF SUCH CANCELLATION OR
TERMINATION WOULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT;
(IX)
THERE SHALL HAVE OCCURRED AN ACCELERATION OF
THE STATED MATURITY OF ANY INDEBTEDNESS OF GENAISSANCE AND/OR ANY SUBSIDIARY OF
$300,000 OR MORE IN AGGREGATE PRINCIPAL AMOUNT (WHICH ACCELERATION IS NOT
RESCINDED, ANNULLED OR OTHERWISE CURED WITHIN TEN (10) DAYS OF RECEIPT BY
GENAISSANCE OR ANY SUBSIDIARY OF NOTICE OF SUCH ACCELERATION);
(X)
ANY LIENS CREATED BY THE SECURITY
DOCUMENTS SHALL AT ANY TIME NOT CONSTITUTE A VALID AND PERFECTED FIRST PRIORITY
LIEN (SUBJECT ONLY TO LIENS DESCRIBED IN CLAUSE (H) OF THE DEFINITION OF
"PERMITTED LIENS") ON THE COLLATERAL INTENDED TO BE COVERED THEREBY (TO THE
EXTENT PERFECTION BY FILING, REGISTRATION, RECORDATION OR POSSESSION IS REQUIRED
HEREIN OR THEREIN) IN FAVOR OF THE PURCHASERS, FREE AND CLEAR OF ALL OTHER LIENS
(OTHER THAN THE PERMITTED LIENS), OR THE SECURITY DOCUMENTS SHALL FOR WHATEVER
REASON BE TERMINATED OR CEASE TO BE IN FULL
39
FORCE AND EFFECT (EXCEPT IN ACCORDANCE WITH THEIR TERMS), OR THE ENFORCEABILITY
THEREOF OR ANY OTHER TRANSACTION DOCUMENT SHALL BE CONTESTED BY OR ON BEHALF OF
GENAISSANCE OR ANY SUBSIDIARY;
(XI)
ONE OR MORE JUDGMENTS FOR THE PAYMENT OF
MONEY IN AN AGGREGATE AMOUNT IN EXCESS OF $300,000 (NET OF ANY AVAILABLE
INSURANCE PROCEEDS) SHALL BE RENDERED AGAINST GENAISSANCE OR ANY ONE OF ITS
SUBSIDIARIES AND THE