MEANING OF SECTION 9-611
OF THE UCC.
(V)
ANY SUCH PUBLIC SALE SHALL BE HELD AT SUCH
TIME OR TIMES WITHIN ORDINARY BUSINESS HOURS AND AT SUCH PLACE OR PLACES AS
LILLY MAY FIX IN THE NOTICE OF SUCH SALE.
AT ANY SUCH SALE THE COLLATERAL MAY
BE SOLD IN ONE LOT AS AN ENTIRETY OR IN SEPARATE PARCELS, AS LILLY MAY
DETERMINE.
LILLY SHALL NOT BE OBLIGATED TO MAKE ANY SUCH SALE PURSUANT TO ANY
SUCH NOTICE.
LILLY MAY, WITHOUT NOTICE OR PUBLICATION, ADJOURN ANY PUBLIC OR
PRIVATE SALE OR CAUSE THE SAME TO BE ADJOURNED FROM TIME TO TIME BY ANNOUNCEMENT
AT THE TIME AND PLACE FIXED FOR THE SALE, AND SUCH SALE MAY BE MADE AT ANY TIME
OR PLACE TO WHICH THE SAME MAY BE SO ADJOURNED.
(VI)
IN CASE OF ANY SALE OF ALL OR ANY PART OF THE
COLLATERAL ON CREDIT OR FOR FUTURE DELIVERY, THE COLLATERAL SO SOLD MAY BE
RETAINED BY LILLY UNTIL THE SELLING PRICE IS PAID BY THE PURCHASER THEREOF, BUT
LILLY SHALL NOT INCUR ANY LIABILITY IN CASE OF THE FAILURE OF SUCH PURCHASER TO
TAKE UP AND PAY FOR THE COLLATERAL SO SOLD AND, IN CASE OF ANY SUCH FAILURE,
SUCH COLLATERAL MAY AGAIN BE SOLD UPON LIKE NOTICE.
(VII)
LILLY, INSTEAD OF EXERCISING THE POWER OF SALE
HEREIN CONFERRED UPON IT, MAY PROCEED BY A SUIT OR SUITS AT LAW OR IN EQUITY TO
FORECLOSE ITS SECURITY INTEREST AND SELL THE COLLATERAL, OR ANY PORTION THEREOF,
UNDER A JUDGMENT OR DECREE OF A COURT OR COURTS OF COMPETENT JURISDICTION.
THE
EXPENSES OF RETAKING, HOLDING, PREPARING FOR SALE, SELLING AND THE LIKE, AND
REASONABLE ATTORNEYS' FEES AND EXPENSES INCURRED BY LILLY, MAY BE PAID FROM THE
PROCEEDS OF THE DISPOSITION.
LILLY MAY OBTAIN THE APPOINTMENT OF A RECEIVER
RESPECTING THE COLLATERAL UPON SUCH NOTICE AS MAY BE REQUIRED BY APPLICABLE LAW
AND WITHOUT NOTICE IF PERMITTED BY SUCH LAW, AND MAY OBTAIN IMMEDIATE POSSESSION
THEREOF IN REPLEVIN.
(VIII)
ALL REMEDIES OF LILLY SHALL BE CUMULATIVE TO THE
FULL EXTENT PROVIDED BY LAW.
PURSUIT BY LILLY OF CERTAIN JUDICIAL OR OTHER
REMEDIES SHALL NOT ABATE NOR BAR RESORT TO OTHER REMEDIES WITH RESPECT TO THE
COLLATERAL, AND PURSUIT OF CERTAIN REMEDIES WITH RESPECT TO ALL OR SOME OF THE
COLLATERAL SHALL NOT BAR OTHER REMEDIES WITH RESPECT TO THE OBLIGATIONS OR TO
OTHER PORTIONS OF THE COLLATERAL.
LILLY MAY EXERCISE ITS RIGHTS TO THE
COLLATERAL WITHOUT RESORTING OR REGARD TO OTHER COLLATERAL OR SOURCES OF
SECURITY OR REIMBURSEMENT FOR THE OBLIGATIONS.
Section 3.
REPRESENTATIONS AND WARRANTIES; COVENANTS
Amylin hereby represents and warrants to, and agrees with, Lilly as follows:
3.1
THE COLLATERAL.
(A)
TITLE.
AMYLIN OWNS, OR HOLDS VALID AND ENFORCEABLE RIGHTS WITH
RESPECT TO, ALL OF THE COLLATERAL, FREE OF ALL SECURITY INTERESTS, LIENS OR
ENCUMBRANCES OTHER THAN THOSE ARISING
4
under the Loan Documents and Permitted Liens.
Amylin has the right to subject
the Collateral to the security interest granted by this Agreement.
Except with
respect