of such untrue or alleged
untrue statement or omission or alleged omission.
The indemnity and contribution agreements contained in this Section are in
addition to any liability that the Indemnifying Parties may have to the
Indemnified Parties.
6.
MISCELLANEOUS
(A)
REMEDIES.
IN THE EVENT OF A BREACH BY THE BORROWER OR
BY A HOLDER, OF ANY OF THEIR OBLIGATIONS UNDER THIS AGREEMENT, EACH HOLDER OR
THE BORROWER, AS THE CASE MAY BE, IN ADDITION TO BEING ENTITLED TO EXERCISE ALL
RIGHTS GRANTED BY LAW AND UNDER THIS AGREEMENT, INCLUDING RECOVERY OF DAMAGES,
WILL BE ENTITLED TO SPECIFIC PERFORMANCE OF ITS RIGHTS UNDER THIS AGREEMENT.
THE BORROWER AND EACH HOLDER AGREE THAT MONETARY DAMAGES WOULD NOT PROVIDE
ADEQUATE COMPENSATION FOR ANY LOSSES INCURRED BY REASON OF A BREACH BY IT OF ANY
OF THE PROVISIONS OF THIS AGREEMENT AND HEREBY FURTHER AGREES THAT, IN THE EVENT
OF ANY ACTION FOR SPECIFIC PERFORMANCE IN RESPECT OF SUCH BREACH, IT SHALL WAIVE
THE DEFENSE THAT A REMEDY AT LAW WOULD BE ADEQUATE.
(B)
NO PIGGYBACK ON REGISTRATIONS.
OTHER THAN (I)
SECURITIES TO BE ISSUED TO THE BORROWER'S LANDLORD IN CONNECTION THE
RESTRUCTURING OF ITS LEASE, AND (II) PURSUANT TO THE EXERCISE OF EXISTING
REGISTRATION RIGHTS BY CERTAIN STOCKHOLDERS OF THE BORROWER AS SPECIFIED IN
SCHEDULE 3.1(G) OF THE LOAN AGREEMENT, NEITHER THE BORROWER NOR ANY OF ITS
SECURITY HOLDERS (OTHER THAN THE HOLDERS IN SUCH CAPACITY PURSUANT HERETO) MAY
INCLUDE SECURITIES OF THE BORROWER IN A REGISTRATION STATEMENT OTHER THAN THE
REGISTRABLE SECURITIES, AND THE BORROWER SHALL NOT AFTER THE DATE HEREOF ENTER
INTO ANY AGREEMENT PROVIDING ANY SUCH RIGHT TO ANY OF ITS SECURITY HOLDERS.
EXCEPT AS AND TO THE EXTENT SPECIFIED IN SCHEDULE 3.1(G) OF THE LOAN AGREEMENT,
THE BORROWER HAS NOT PREVIOUSLY ENTERED INTO ANY AGREEMENT GRANTING ANY
REGISTRATION RIGHTS WITH RESPECT TO ANY OF ITS SECURITIES TO ANY PERSON WHICH
HAVE NOT BEEN FULLY SATISFIED.
11
(C)
COMPLIANCE.
EACH HOLDER COVENANTS AND AGREES THAT IT
WILL COMPLY WITH THE PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT AS
APPLICABLE TO IT IN CONNECTION WITH SALES OF REGISTRABLE SECURITIES PURSUANT TO
THE REGISTRATION STATEMENT.
(D)
DISCONTINUED DISPOSITION.
EACH HOLDER AGREES BY ITS
ACQUISITION OF SUCH REGISTRABLE SECURITIES THAT, UPON RECEIPT OF A NOTICE FROM
THE BORROWER OF THE OCCURRENCE OF ANY EVENT OF THE KIND DESCRIBED IN SECTION
3(C), SUCH HOLDER WILL FORTHWITH DISCONTINUE DISPOSITION OF SUCH REGISTRABLE
SECURITIES UNDER THE REGISTRATION STATEMENT UNTIL SUCH HOLDER'S RECEIPT OF THE
COPIES OF THE SUPPLEMENTED PROSPECTUS AND/OR AMENDED REGISTRATION STATEMENT OR
UNTIL IT IS ADVISED IN WRITING (THE "ADVICE") BY THE BORROWER THAT THE USE OF
THE APPLICABLE PROSPECTUS MAY BE RESUMED, AND, IN EITHER CASE, HAS RECEIVED
COPIES OF ANY ADDITIONAL OR SUPPLEMENTAL FILINGS THAT ARE INCORPORATED OR DEEMED
TO BE INCORPORATED BY REFERENCE IN SUCH PROSPECTUS OR REGISTRATION STATEMENT.
THE BORROWER MAY PROVIDE APPROPRIATE STOP ORDERS TO ENFORCE THE PROVISIONS OF
THIS PARAGRAPH.
(E)
PIGGY-BACK REGISTRATIONS.
IF AT ANY TIME DURING THE
EFFECTIVENESS PERIOD
THERE IS NOT AN EFFECTIVE REGISTRATION