SUBORDINATED DEBT.
IF BORROWER MAKES ANY PAYMENT ON ACCOUNT OF
SUBORDINATED DEBT, EXCEPT TO THE EXTENT SUCH PAYMENT IS ALLOWED UNDER ANY
SUBORDINATION AGREEMENT ENTERED INTO WITH BANK, OR IF BORROWER MAKES ANY PAYMENT
TO CII (AS DEFINED IN SECTION 8.10) ON ACCOUNT OF THE INDEBTEDNESS OWING BY
BORROWER TO CII OTHER THAN REGULARLY SCHEDULED PAYMENTS OF INTEREST AND
PRINCIPAL PURSUANT TO THAT CERTAIN PROMISSORY NOTE MADE BY BORROWER IN FAVOR OF
CII DATED DECEMBER 1, 1999 IN THE AMOUNT OF $2,720,000, THAT CERTAIN PROMISSORY
NOTE MADE BY BORROWER IN FAVOR OF CII DATED JULY 26, 2000 IN THE AMOUNT OF
$1,500,000, AND THAT CERTAIN PROMISSORY NOTE MADE BY BORROWER IN FAVOR OF CII
DATED SEPTEMBER 15, 1998 IN THE AMOUNT OF $950,000, EACH IN THE FORM DELIVERED
TO BANK PRIOR TO THE CLOSING DATE (COLLECTIVELY, THE "CII NOTES").
8.8
JUDGMENTS.
IF A JUDGMENT OR JUDGMENTS FOR THE PAYMENT OF MONEY IN
AN AMOUNT, INDIVIDUALLY OR IN THE AGGREGATE, OF AT LEAST TWO HUNDRED FIFTY
THOUSAND DOLLARS ($250,000) SHALL BE RENDERED AGAINST BORROWER AND SHALL REMAIN
UNSATISFIED AND UNSTAYED FOR A PERIOD OF TEN (10) DAYS (PROVIDED THAT NO CREDIT
EXTENSIONS WILL BE MADE PRIOR TO THE SATISFACTION OR STAY OF SUCH JUDGMENT);
8.9
MISREPRESENTATIONS.
IF ANY MATERIAL MISREPRESENTATION OR MATERIAL
MISSTATEMENT EXISTS NOW OR HEREAFTER IN ANY WARRANTY OR REPRESENTATION SET FORTH
HEREIN OR IN ANY CERTIFICATE DELIVERED TO BANK BY ANY RESPONSIBLE OFFICER
PURSUANT TO THIS AGREEMENT OR TO INDUCE BANK TO ENTER INTO THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT; OR
8.10
SUBORDINATION AGREEMENT.
IF, WITHIN THIRTY (30) DAYS AFTER THE
CLOSING DATE, CONNECTICUT INNOVATIONS, INC. ("CII") HAS NOT ENTERED INTO AN
AGREEMENT WITH BANK, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO BANK
PROVIDING THAT CII (I) WILL NOT INTERFERE WITH THE EXERCISE BY BANK OF ITS
REMEDIES HEREUNDER, (II) HAS NO CLAIM TO THE COLLATERAL, (III) WILL NOT ACCEPT
ANY PREPAYMENT OF ANY AMOUNTS OWING FROM BORROWER TO CII, AND (IV) WILL NOTIFY
BANK OF ANY DEFAULT UNDER THE CII NOTES (AS DEFINED IN SECTION 8.7).
9.0
BANK'S RIGHTS AND REMEDIES.
9.1
RIGHTS AND REMEDIES.
UPON THE OCCURRENCE AND DURING THE
CONTINUANCE OF AN EVENT OF DEFAULT, BANK MAY, AT ITS ELECTION, WITHOUT NOTICE OF
ITS ELECTION AND WITHOUT DEMAND, DO ANY ONE OR MORE OF THE FOLLOWING, ALL OF
WHICH ARE AUTHORIZED BY BORROWER:
(A)
DECLARE ALL OBLIGATIONS, WHETHER EVIDENCED BY THIS AGREEMENT, BY
ANY OF THE OTHER LOAN DOCUMENTS, OR OTHERWISE, IMMEDIATELY DUE AND PAYABLE
(PROVIDED THAT UPON THE OCCURRENCE OF AN EVENT OF DEFAULT DESCRIBED IN
SECTION 0, ALL OBLIGATIONS SHALL BECOME IMMEDIATELY DUE AND PAYABLE WITHOUT ANY
ACTION BY BANK);
(B)
CEASE ADVANCING MONEY OR EXTENDING CREDIT TO OR FOR THE BENEFIT OF
BORROWER UNDER THIS AGREEMENT OR UNDER ANY OTHER AGREEMENT BETWEEN BORROWER AND
BANK;
(C)
SETTLE OR ADJUST DISPUTES AND CLAIMS DIRECTLY WITH ACCOUNT DEBTORS
FOR AMOUNTS, UPON TERMS AND IN WHATEVER ORDER THAT BANK REASONABLY CONSIDERS
ADVISABLE;
(D)
MAKE SUCH PAYMENTS AND DO SUCH ACTS AS BANK CONSIDERS NECESSARY