DOCUMENT
REFERRED TO THEREIN.
PAYMENTS UNDER THIS SECTION SHALL BE MADE PROMPTLY AND IN
ANY CASE NO LATER THAN THIRTY (30) DAYS AFTER WRITTEN DEMAND THEREFOR.
10.6
AMENDMENTS AND WAIVERS.
THE TERMS OF THIS AGREEMENT
MAY BE AMENDED, MODIFIED OR WAIVED ONLY UPON THE WRITTEN CONSENT OF GENAISSANCE
AND THE MAJORITY PURCHASERS.
10.7
ENTIRE AGREEMENT; SEVERABILITY.
THE TRANSACTION
DOCUMENTS CONTAIN THE ENTIRE UNDERSTANDING OF THE PARTIES WITH RESPECT TO THE
SUBJECT MATTER HEREOF AND THEREOF AND SUPERSEDE ALL PRIOR AGREEMENTS AND
UNDERSTANDINGS AMONG THE PARTIES WITH RESPECT TO SUCH SUBJECT MATTER.
IF ANY
PROVISION OF ANY TRANSACTION DOCUMENT IS INVALID, ILLEGAL OR UNENFORCEABLE, THE
BALANCE OF THE TRANSACTION DOCUMENT SHALL REMAIN IN EFFECT, AND IF ANY PROVISION
IS INAPPLICABLE TO ANY PERSON OR CIRCUMSTANCE, IT SHALL NEVERTHELESS REMAIN
APPLICABLE TO ALL OTHER PERSONS AND CIRCUMSTANCES.
10.8
SURVIVAL.
ANY TERM OR CONDITION SET FORTH IN THIS
AGREEMENT WHICH BY ITS TERMS OR CONTEXT SURVIVES ANY CLOSING DATE WILL SURVIVE
AND BE ENFORCEABLE ON AND AFTER THE CLOSING DATE.
IN NO WAY LIMITING THE
FOREGOING IT IS EXPRESSLY ACKNOWLEDGED THAT THIS AGREEMENT IS ALSO INTENDED AS A
LOAN AGREEMENT GOVERNING CERTAIN ASPECTS OF THE NOTES AND, THEREFORE, ALL OF THE
COVENANTS, REPRESENTATIONS, WARRANTIES, OBLIGATIONS AND CONDITIONS UNDERTAKEN
HEREUNDER SHALL
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SURVIVE FOR AS LONG AS ANY NOTE REMAINS OUTSTANDING AND, WITHOUT LIMITING THE
SURVIVAL OF ANY OTHER SECTIONS HEREUNDER PURSUANT TO ITS TERMS, IN THE CASE OF
SECTIONS 10.1, 10.4, 10.5, 10.6, 10.7, 10.9, 10.10 AS WELL AS THIS SECTION 10.8,
SHALL SURVIVE INDEFINITELY.
10.9
GOVERNING LAW; CONSENT TO JURISDICTION.
THIS
AGREEMENT, AND ALL MATTERS ARISING DIRECTLY OR INDIRECTLY HEREUNDER, SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.
EACH OF THE CO-BORROWERS AND
THE PURCHASERS HEREBY (A) IRREVOCABLY CONSENT AND SUBMIT TO THE NON-EXCLUSIVE
JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN NEW YORK IN CONNECTION
WITH ANY SUIT, ACTION OR OTHER PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF
OR RELATING TO THIS AGREEMENT, AND (B) IRREVOCABLY WAIVE, TO THE FULLEST EXTENT
PERMITTED BY LAW, ANY OBJECTION THAT ANY OF THEM MAY NOW OR HEREAFTER HAVE TO
THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY SUCH COURT
OR THAT ANY SUCH SUIT, ACTION OR PROCEEDING WHICH IS BROUGHT IN ANY SUCH COURT
HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
NOTHING IN THIS AGREEMENT WILL
AFFECT THE RIGHT OF ANY PARTY TO THIS AGREEMENT TO SERVE PROCESS IN ANY OTHER
MANNER PERMITTED BY LAW.
10.10
WAIVER OF JURY TRIAL.
EACH PARTY HERETO HEREBY WAIVES ITS
RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR BASED
UPON THIS AGREEMENT OR ANY CONTEMPLATED TRANSACTION, INCLUDING CONTRACT, TORT,
BREACH OF DUTY, AND ALL OTHER CLAIMS.
EACH PARTY HAS REVIEWED THIS WAIVER WITH
ITS COUNSEL.
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IN WITNESS WHEREOF, the undersigned have hereunto set their hands to this