ACTION, THAT MAY BE
NECESSARY OR THAT LILLY MAY REASONABLY REQUEST IN ORDER TO CREATE, PRESERVE,
PERFECT, CONFIRM, VALIDATE, OR PROTECT THE SECURITY INTERESTS GRANTED OR CREATED
PURSUANT TO THIS AGREEMENT OR TO ENABLE LILLY TO OBTAIN THE FULL BENEFITS OF
THIS AGREEMENT, OR TO ENABLE LILLY TO EXERCISE AND ENFORCE ANY OF ITS RIGHTS,
POWERS AND REMEDIES HEREUNDER WITH RESPECT TO ANY OF THE COLLATERAL.
TO THE
EXTENT PERMITTED BY LAW, AMYLIN HEREBY AUTHORIZES LILLY TO EXECUTE AND FILE
FINANCING STATEMENTS AND CONTINUATION STATEMENTS WITHOUT AMYLIN'S SIGNATURE
APPEARING THEREON.
AMYLIN AGREES THAT A CARBON, PHOTOGRAPHIC, PHOTOSTATIC OR
OTHER REPRODUCTION OF THIS
5
Agreement or of a financing statement is sufficient as a financing statement.
To the fullest extent permitted by law, Amylin authorizes Lilly and grants to
Lilly a power of attorney (which is coupled with an interest and is irrevocable)
to sign on Amylin's behalf and file financing statements, continuation
statements, applications for certificates of title, notices, affidavits, and
other documents and amendments thereto that Lilly reasonably deems necessary or
desirable for the purpose of perfecting, protecting, and preserving the lien and
security interest of Lilly in the Collateral.
Lilly agrees to provide Amylin
with a carbon, photographic or photostatic copy of any financing or continuation
statement or other document concerning the Collateral filed by Lilly without
Amylin's signature or signed by Lilly pursuant to the power of attorney granted
herein.
Amylin shall pay the reasonable costs, fees and expenses of, or
incidental to, the perfection, protection and preservation of Lilly's lien and
security interest in the Collateral, including without limitation any recording
or filing fees, recording taxes, stamp taxes, and certificate of title
application fees incurred in connection with the filing or recording of all
financing and continuation statements and other documents concerning the
Collateral.
3.3
TAXES AND ASSESSMENTS.
AMYLIN WILL PAY PROMPTLY WHEN DUE ALL
TAXES, ASSESSMENTS AND GOVERNMENTAL CHARGES UPON OR AGAINST THE COLLATERAL, IN
EACH CASE BEFORE THE SAME BECOME DELINQUENT AND BEFORE PENALTIES ACCRUE THEREON,
UNLESS AND TO THE EXTENT THAT THE SAME ARE BEING CONTESTED IN GOOD FAITH BY
APPROPRIATE PROCEEDINGS AND FOR WHICH AMYLIN HAS ESTABLISHED ADEQUATE RESERVES.
AMYLIN SHALL GIVE WRITTEN NOTICE TO LILLY OF ALL CIRCUMSTANCES ADVERSELY
AFFECTING THE COLLATERAL, INCLUDING, WITHOUT LIMITATION, THE CREATION OR
ASSERTION OF ANY LIEN OR SECURITY INTEREST AGAINST ANY OF THE COLLATERAL THAT IS
NOT A PERMITTED LIEN.
3.4
PERFORMANCE BY LILLY OF AMYLIN'S AGREEMENTS.
LILLY MAY, BUT SHALL
HAVE NO DUTY TO, PERFORM ANY AGREEMENT OF AMYLIN HEREUNDER WHICH AMYLIN SHALL
HAVE FAILED TO PERFORM, AND AMYLIN WILL FORTHWITH REIMBURSE LILLY FOR ANY
PAYMENT MADE OR ANY EXPENSE INCURRED BY LILLY IN CONNECTION WITH SUCH
PERFORMANCE.
SUCH PAYMENTS AND EXPENSES SHALL CONSTITUTE A PART OF THE
OBLIGATIONS AND SHALL BEAR INTEREST AT THE RATE OF FOURTEEN PERCENT (14%) PER
ANNUM.
Section 4.
MISCELLANEOUS
4.1
APPLICATION OF SALE PROCEEDS.
AMYLIN SHALL PAY TO LILLY ON DEMAND
ANY AND ALL EXPENSES, INCLUDING REASONABLE ATTORNEYS' FEES, INCURRED OR PAID BY
LILLY IN ENFORCING ITS