OF ITS
SUBSIDIARIES TO PROVIDE TO THE MAJORITY PURCHASERS THE SAME RIGHTS WITH RESPECT
TO SUCH SUBSIDIARY (INCLUDING WITHOUT LIMITATION RELATING TO NOTICE OF AND
ATTENDANCE AT MEETING OF THE BOARD OF DIRECTORS OF SUCH SUBSIDIARY) AS PROVIDED
BY GENAISSANCE TO THE MAJORITY PURCHASERS HEREUNDER.
NOTWITHSTANDING THE
FOREGOING OR ANYTHING CONTAINED HEREIN TO THE CONTRARY, THE MAJORITY PURCHASERS'
REPRESENTATIVE MAY BE EXCLUDED FROM ACCESS TO ANY MATERIAL OR MEETING OR PORTION
THEREOF IF GENAISSANCE'S BOARD OF DIRECTORS OR THE BOARD OF DIRECTORS OF ANY
SUBSIDIARY OF GENAISSANCE (OR, IN EACH CASE, ANY COMMITTEE THEREOF) DETERMINES
IN GOOD FAITH THAT SUCH EXCLUSION IS REASONABLY NECESSARY TO PRESERVE
GENAISSANCE'S ATTORNEY-CLIENT PRIVILEGE OR IS REQUIRED IN ORDER TO COMPLY WITH
APPLICABLE SECURITIES LAWS, INCLUDING REGULATION FD.
NOTWITHSTANDING ANYTHING
HEREIN OR IN THE OTHER TRANSACTION DOCUMENTS TO THE CONTRARY, GENAISSANCE SHALL
NOT PROVIDE ANY MATERIALS (EXCEPT FOR THE NOTICES REQUIRED UNDER THIS
SECTION 5.4, WHICH NOTICES TO THE MAJORITY PURCHASERS SHALL HAVE ANY MATERIAL
NON-PUBLIC INFORMATION CONTAINED THEREIN REDACTED BY GENAISSANCE PRIOR TO
DELIVERY TO THE MAJORITY PURCHASERS) UNDER THIS SECTION 5.4 TO THE MAJORITY
PURCHASERS UNLESS THE MAJORITY PURCHASERS SHALL HAVE EITHER (X) NOTIFIED
GENAISSANCE IN WRITING OF ITS DESIRE TO EXERCISE ITS OBSERVER RIGHTS HEREUNDER
UNTIL FURTHER NOTICE BY THE MAJORITY PURCHASERS, OR (Y) SPECIFICALLY REQUESTED
SUCH MATERIALS FROM GENAISSANCE.
5.5
AFFIRMATIVE COVENANTS.
FOR SO LONG AS ANY
AMOUNT DUE UNDER THE NOTES IS OUTSTANDING, EACH OF THE CO-BORROWERS HEREBY
COVENANTS AND AGREES AS FOLLOWS:
28
(A)
GENAISSANCE SHALL, AND SHALL CAUSE EACH
SUBSIDIARY TO, (I) CONDUCT ITS OPERATIONS IN THE ORDINARY COURSE OF BUSINESS,
(II) KEEP IN FULL FORCE AND EFFECT ITS CORPORATE EXISTENCE AND ALL MATERIAL
RIGHTS, FRANCHISES, INTELLECTUAL PROPERTY RIGHTS AND GOODWILL NECESSARY TO
OPERATE ITS BUSINESSES, AND (III) MAINTAIN ALL REQUISITE AUTHORITY TO CONDUCT
ITS BUSINESS IN THOSE JURISDICTIONS IN WHICH THE FAILURE TO DO SO WOULD
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
NOTWITHSTANDING THE
FOREGOING, GENAISSANCE MAY ENGAGE IN DISPOSITIONS OF THE NEW HAVEN BUSINESS, THE
NORTH CAROLINA BUSINESS OR LARK AS AND TO THE EXTENT CONTEMPLATED BY
SECTION 5.6(H);
(B)
GENAISSANCE SHALL AND SHALL CAUSE EACH
SUBSIDIARY TO PAY WHEN DUE ALL TAXES, ASSESSMENTS AND GOVERNMENTAL CHARGES AND
LEVIES UPON IT OR ITS INCOME, PROFITS OR PROPERTY, EXCEPT THOSE THAT ARE BEING
CONTESTED IN GOOD FAITH AND WITH RESPECT TO WHICH ADEQUATE RESERVES HAVE BEEN
SET ASIDE;
(C)
GENAISSANCE SHALL GIVE NOTICE TO THE
PURCHASERS IN WRITING WITHIN FIFTEEN (15) DAYS OF BECOMING ACTUALLY AWARE OF ANY
LITIGATION OR PROCEEDINGS THREATENED IN WRITING OR ANY PENDING LITIGATION AND
PROCEEDINGS NAMING IT OR ANY OF ITS SUBSIDIARIES OR TO WHICH IT OR ANY OF ITS
SUBSIDIARIES IS OR BECOMES A PARTY INVOLVING A CLAIM AGAINST ANY OF THEM THAT
WOULD REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT, STATING THE
NATURE AND STATUS OF SUCH LITIGATION OR PROCEEDINGS, PROVIDED, HOWEVER, EXCEPT
AS PROVIDED UNDER SECTION 5.4 ABOVE, THAT THE PURCHASERS SHALL NOT BE PROVIDED
WITH MATERIAL NON-PUBLIC INFORMATION, UNLESS PRIOR TO