AGREEMENT.
2
2.2
EVENTS OF DEFAULT/REMEDIES.
TIME IS OF THE ESSENCE WITH RESPECT TO
THIS AGREEMENT.
UPON THE OCCURRENCE OF ANY EVENT OF DEFAULT OR AT ANY TIME
THEREAFTER WHILE SUCH EVENT OF DEFAULT IS CONTINUING:
(A)
ACCELERATION.
LILLY SHALL BE ENTITLED TO DECLARE ALL OF THE
OBLIGATIONS TO BE DUE AND PAYABLE IMMEDIATELY, WHEREUPON THE OBLIGATIONS SHALL
BECOME DUE AND PAYABLE IMMEDIATELY, WITHOUT PRESENTATION, DEMAND, PROTEST,
NOTICE OF PROTEST OR OTHER NOTICE OF DISHONOR OF ANY KIND, ALL OF WHICH ARE
HEREBY EXPRESSLY WAIVED.
(B)
REMEDIES UNDER UCC.
LILLY SHALL HAVE ALL OF THE REMEDIES OF A
SECURED PARTY UNDER THE UCC AND AS OTHERWISE PROVIDED BY APPLICABLE LAW,
INCLUDING, BUT NOT LIMITED TO, THE FOLLOWING:
(I)
LILLY MAY EXERCISE ANY ONE OR MORE OF ITS
RIGHTS UNDER ANY OF THE LOAN DOCUMENTS IN SATISFACTION OF ALL OR PART OF THE
OBLIGATIONS.
(II)
LILLY MAY TAKE POSSESSION OF THE
COLLATERAL.
FOR PURPOSES OF TAKING POSSESSION, LILLY MAY ENTER UPON ANY
PREMISES ON WHICH THE COLLATERAL MAY BE SITUATED WITHOUT LEGAL PROCESS AND
REMOVE THE COLLATERAL.
AMYLIN RELEASES LILLY FROM ANY CLAIMS ARISING FROM SUCH
REMOVAL AND SHALL HOLD LILLY HARMLESS FROM ANY LIABILITY RESULTING THEREFROM.
LILLY MAY REQUIRE AMYLIN TO ASSEMBLE THE COLLATERAL AND MAKE IT AVAILABLE AT A
PLACE TO BE DESIGNATED BY LILLY WHICH IS REASONABLY CONVENIENT TO THE PARTIES.
(III)
UNLESS THE COLLATERAL THREATENS TO DECLINE
SPEEDILY IN VALUE OR IS OF A TYPE CUSTOMARILY SOLD ON A RECOGNIZED MARKET, LILLY
SHALL GIVE AMYLIN AT LEAST TEN (10) DAYS' PRIOR WRITTEN NOTICE OF THE TIME AND
PLACE OF ANY PUBLIC SALE THEREOF OR OF THE TIME AFTER WHICH ANY PRIVATE SALE OR
ANY OTHER INTENDED DISPOSITION THEREOF IS TO BE MADE.
UPON ANY SUCH SALE, LILLY
SHALL HAVE THE RIGHT TO DELIVER, ASSIGN AND TRANSFER TO THE PURCHASER THEREOF
THE COLLATERAL SO SOLD.
EACH PURCHASER AT ANY SUCH SALE SHALL HOLD THE
COLLATERAL SO SOLD TO IT ABSOLUTELY AND FREE FROM ANY CLAIM OR RIGHT OF
WHATSOEVER KIND, INCLUDING ANY EQUITY OR RIGHT OF REDEMPTION OF AMYLIN WHICH MAY
BE WAIVED, AND AMYLIN, TO THE EXTENT PERMITTED BY LAW, HEREBY SPECIFICALLY
WAIVES ALL RIGHTS OF REDEMPTION, STAY OR APPRAISAL WHICH IT HAS OR MAY HAVE
UNDER ANY LAW NOW EXISTING OR HEREAFTER ADOPTED.
(IV)
THE NOTICE (IF ANY) OF A SALE UNDER
SECTION 2.2(B)(III) ABOVE SHALL INCLUDE THE INFORMATION SET FORTH IN
SECTION 9-613(A) OF THE UCC, INCLUDING (A) A DESCRIPTION OF THE DEBTOR AND THE
SECURED PARTY, (B) A DESCRIPTION OF THE COLLATERAL THAT IS THE SUBJECT OF THE
INTENDED DISPOSITION, (C) A STATEMENT OF THE METHOD OF INTENDED DISPOSITION,
(D) A STATEMENT THAT THE DEBTOR IS ENTITLED TO AN ACCOUNTING OF THE UNPAID
INDEBTEDNESS AND STATES THE CHARGE, IF ANY, FOR AN ACCOUNTING, AND (E) A
STATEMENT OF THE TIME AND PLACE OF A PUBLIC DISPOSITION OR THE TIME AFTER WHICH
ANY OTHER DISPOSITION IS TO BE MADE.
AMYLIN AGREES THAT SUCH NOTICE CONSTITUTES
"REASONABLE
3
AUTHENTICATED NOTIFICATION OF DISPOSITION" WITHIN THE