OF DEFAULT.
SECTION 8.
EVENTS OF DEFAULT
8.1
EVENTS OF DEFAULT.
THE OCCURRENCE OR
EXISTENCE OF ANY OF THE FOLLOWING CONDITIONS OR EVENTS SHALL CONSTITUTE AN
"EVENT OF DEFAULT" HEREUNDER:
(A)
FAILURE TO PAY.
AMYLIN SHALL FAIL TO PAY,
WHEN DUE, ANY PRINCIPAL, INTEREST OR OTHER SUMS DUE TO LILLY UNDER THIS LOAN
AGREEMENT AND SUCH FAILURE SHALL CONTINUE FOR A PERIOD OF FIVE (5) DAYS;
(B)
OTHER DEFAULTS UNDER THE LOAN DOCUMENTS.
ANY DEFAULT IN THE OBSERVANCE OR PERFORMANCE OF ANY OF THE OTHER CONDITIONS,
COVENANTS OR AGREEMENTS OF AMYLIN SET FORTH IN THIS LOAN AGREEMENT OR IN ANY
LOAN DOCUMENT, AND CONTINUANCE THEREOF FOR A PERIOD OF THIRTY (30) DAYS;
(C)
INSOLVENCY; BANKRUPTCY.
IF (I) AMYLIN
BECOMES INSOLVENT OR GENERALLY FAILS TO PAY, OR ADMITS IN WRITING ITS INABILITY
TO PAY, ITS DEBTS AS THEY MATURE, OR APPLIES FOR, CONSENTS TO, OR ACQUIESCES IN
THE APPOINTMENT OF A TRUSTEE, RECEIVER, LIQUIDATOR, CONSERVATOR OR OTHER
CUSTODIAN FOR ITSELF, OR A SUBSTANTIAL PART OF ITS PROPERTY, OR MAKES A GENERAL
ASSIGNMENT FOR THE BENEFIT OF CREDITORS; (II) AMYLIN FILES A VOLUNTARY PETITION
IN BANKRUPTCY OR A TRUSTEE, RECEIVER, LIQUIDATOR, CONSERVATOR OR OTHER CUSTODIAN
IS APPOINTED FOR AMYLIN OR FOR A SUBSTANTIAL PART OF ITS PROPERTY; (III) ANY
BANKRUPTCY, REORGANIZATION, DEBT ARRANGEMENT, OR OTHER PROCEEDINGS UNDER ANY
BANKRUPTCY OR INSOLVENCY LAW, OR ANY DISSOLUTION OR LIQUIDATION PROCEEDING, IS
INSTITUTED BY OR AGAINST AMYLIN, AND THE SAME IS CONSENTED TO OR ACQUIESCED BY
AMYLIN,
OR OTHERWISE REMAINS UNDISMISSED FOR SIXTY (60) DAYS; OR (IV) ANY
WARRANT OF ATTACHMENT IS ISSUED AGAINST ANY SUBSTANTIAL PART OF THE PROPERTY OF
AMYLIN WHICH IS NOT RELEASED WITHIN THIRTY (30) DAYS OF SERVICE THEREOF.
(D)
REPRESENTATIONS AND WARRANTIES.
ANY
REPRESENTATION OR WARRANTY MADE BY AMYLIN IN ANY LOAN DOCUMENT SHALL FAIL TO BE
TRUE AND CORRECT IN ANY MATERIAL RESPECT WHEN MADE OR DEEMED TO HAVE BEEN MADE.
(E)
DEFAULT WITH RESPECT TO OTHER MATERIAL
INDEBTEDNESS.
AMYLIN SHALL DEFAULT WITH RESPECT TO (I) ANY PAYMENT OF PRINCIPAL
OF OR INTEREST ON ANY OTHER MATERIAL
13
INDEBTEDNESS AND FAILS TO CURE SUCH DEFAULT WITHIN THE REQUIRED CURE PERIOD, OR
(II) THE PERFORMANCE OF ANY OTHER COVENANT, TERM OR CONDITION CONTAINED IN ANY
AGREEMENT OR INSTRUMENT UNDER WHICH ANY OTHER MATERIAL INDEBTEDNESS IS CREATED
OR GOVERNED IF THE EFFECT OF SUCH PERFORMANCE DEFAULT IS TO ACCELERATE THE
MATURITY OF ANY OTHER MATERIAL INDEBTEDNESS OR TO PERMIT THE HOLDER OF ANY SUCH
OTHER MATERIAL INDEBTEDNESS TO ACCELERATE THE MATURITY OF ANY OTHER MATERIAL
INDEBTEDNESS.
SECTION 9.
LILLY'S RIGHTS AND REMEDIES
9.1
RIGHTS AND REMEDIES.
UPON THE OCCURRENCE AND
DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, LILLY 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 AMYLIN:
(A)
DECLARE ALL OBLIGATIONS IMMEDIATELY DUE AND
PAYABLE (PROVIDED, THAT UPON THE OCCURRENCE OF AN EVENT OF DEFAULT DESCRIBED IN
SECTION 8.1(C), ALL OBLIGATIONS SHALL BECOME IMMEDIATELY DUE AND PAYABLE WITHOUT
ANY ACTION BY