Borrower or any of Borrowers properties other than accounts receivable, Inventory, Prepaid Inventory or proceeds thereof and shall remain pending and not stayed for a period in excess of thirty (30) days; or (c) a writ or warrant of attachment, garnishment, execution, distraint or similar process shall have been entered or issued against Borrowers accounts receivable, Inventory, Prepaid Inventory or proceeds thereof.
9.9 The indictment or threatened indictment of Borrower under any criminal statute, or commencement or threatened commencement of criminal or civil proceedings against Borrower pursuant to which statute or proceedings the penalties or remedies sought or available include forfeiture of any of the property of Borrower or are in excess of Fifty Thousand Dollars ($50,000).
9.10 A Material Adverse Change shall have occurred, in which event, (i) Borrower shall have sixty (60) days to make payment in full of all Obligations before Lender may exercise any of its rights under Section 10(a) or (c) of this Agreement or under Section 7 of the Security Agreement, and (ii) Borrower shall pay all proceeds of the Collateral, in excess of the ordinary course expenses of the Company, to Lender, which payments shall be applied by Lender as provided in Section 3.6.
9.11 Borrower shall become insolvent, shall become generally unable to pay its debts as they become due, shall voluntarily suspend transaction of its business, shall make a general assignment for the benefit of creditors, shall dissolve, wind-up or liquidate itself or any substantial part of its property, or shall take any action in furtherance of any of the foregoing; or
9.12 A proceeding shall: (a) be instituted by Borrower: seeking to have an order for relief entered or seeking a declaration or entailing a finding that Borrower is insolvent or a similar declaration or finding, or seeking dissolution, winding-up, charter revocation or forfeiture, liquidation, reorganization, arrangement, adjustment, composition or other similar relief or with respect to Borrowers assets or debts under any law relating to bankruptcy, insolvency, relief of debtors or protection of creditors, termination of legal entities of any other similar law now or in the future in effect; or seeking appointment of a receiver, trustee, custodian, liquidator, assignee, sequestrator or other similar official for Borrower or for all or any substantial part of Borrowers property; or (b) have been instituted in a court having jurisdiction in the premises seeking a decree or order for relief in respect of Borrower in an involuntary case under any applicable bankruptcy, insolvency, reorganization or other similar law now or hereafter in effect, or for a receiver, liquidator, assignee, custodian, trustee, sequestrator, conservator (or similar official) of Borrower for any substantial part of its property, or for the winding-up or liquidation of its affairs, and such proceeding shall remain undismissed or unstayed and in effect for a period of thirty (30) consecutive days or such court shall enter a decree or order granting any of the relief sought in such proceeding.
SECTION 10. EFFECT OF AN EVENT OF DEFAULT.
10.1 Default by Borrower.
(a) If an Event of Default specified in Sections 9.1 through 9.10 of this Agreement occurs and continues or exists, Lender will be under no further obligation to make Loans and may demand all amounts owing by Borrower under this Agreement and the other Loan Documents to be immediately due and payable without presentment, demand, protest or further notice of any kind, all of which are expressly waived, and an action for any amounts due shall accrue immediately. If an Event of Default specified in Sections 9.11 or 9.12 of this Agreement occurs and continues or exists, Lender will be under no further obligation to make Loans and all amounts owing by Borrower under this Agreement, any of the other Loan Documents and any other agreement, instrument, document or undertaking arising under or in connection with any of the Indebtedness, shall become immediately due and payable without presentment, demand, protest or notice of any kind, all of which are expressly waived, and an action for any amounts due shall accrue immediately.