Common use of Remedies Under UCC Clause in Contracts

Remedies Under UCC. Upon the occurrence of an Event of Default, Mortgagee may exercise its rights of enforcement, if they can be exercised without a breach of the peace, with respect to the Personalty and/or the Fixtures under the applicable provisions of the Uniform Commercial Code of the state where the Mortgaged Property is located, and/or under other applicable law, and in conjunction with, in addition to or in substitution for those rights and remedies: (i) Mortgagee may enter upon Mortgagor's premises to take possession of, assemble and collect the Personalty and/or Fixtures and any and all books related to the Mortgaged Property; and (ii) Mortgagee may require Mortgagor to assemble the Personalty and/or Fixtures and make the same available at a place Mortgagee designates which is mutually convenient to allow Mortgagee to take possession or dispose of the Personalty and/or Fixtures; and (iii) Written notice mailed to Mortgagor as provided herein at least ten (10) days prior to the date of public sale of the Personalty and/or Fixtures or prior to the date after which private sale of the Personalty and/or Fixtures will be made shall constitute reasonable notice; and (iv) Any sale made pursuant to the provisions of this Subsection (j) shall be deemed to have been a public sale conducted in a commercially reasonable manner if held contemporaneously with and upon the same notice as required for the sale of the Mortgaged Property, whether by power of sale herein granted and conferred or by virtue of judicial proceedings; and (v) In the event of a foreclosure sale, whether made by the Mortgagee under the terms hereof, or under judgment of a court, the Mortgaged Property may, at the option of Mortgagee, be sold as a whole; and (vi) It shall not be necessary that Mortgagee take possession of the Personalty and/or Fixtures or any part thereof prior to the time that any sale pursuant to the provisions of this section is conducted and it shall not be necessary that the Personalty and/or Fixtures or any part thereof be present at the location of such sale; and (vii) Prior to application of proceeds of disposition of the Personalty and/or Fixtures to the Indebtedness, such proceeds shall be applied to the reasonable expenses of retaking, holding, preparing for sale or lease, selling, leasing and the like and the reasonable attorneys' fees and legal expenses incurred by Mortgagee; and (viii) Any and all statements of fact or other recitals made in any bill of sale or assignment or other instrument evidencing any forecxxxxre sale hereunder as to nonpayment of the Indebtedness or as to the occurrence of any Event of Default, or as Mortgagee having declared all of such Indebtedness to be due and payable, or as to notice of time, place and terms of sale of the Mortgaged Property to be sold having been duly provided by Mortgagee, shall be taken as prima facie evidence of the truth of the facts so stated and recited; and (ix) Mortgagee may appoint or delegate any one or more persons as agent to perform any act or acts necessary or incident to any sale held by Mortgagee, including the sending of notices and the conduct of the sale, but in the name and on behalf of Mortgagee.

Remedies Under UCC. Upon the occurrence of an Event of Default, Mortgagee may exercise its rights of enforcement, if they can be exercised without a breach Lilly shall have all of the peace, with respect to the Personalty and/or the Fixtures remedies of a secured party under the applicable provisions of the Uniform Commercial Code of the state where the Mortgaged Property is located, and/or under other UCC and as otherwise provided by applicable law, and in conjunction withincluding, in addition to or in substitution for those rights and remediesbut not limited to, the following: (i) Mortgagee Lilly may enter upon Mortgagor's premises to take possession of, assemble and collect exercise any one or more of its rights under any of the Personalty and/or Fixtures and any and Loan Documents in satisfaction of all books related to or part of the Mortgaged Property; andObligations. (ii) Mortgagee 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 Mortgagor Amylin to assemble the Personalty and/or Fixtures Collateral and make the same it available at a place Mortgagee designates to be designated by Lilly which is mutually reasonably convenient to allow Mortgagee to take possession or dispose of the Personalty and/or Fixtures; andParties. (iii) Written notice mailed Unless the Collateral threatens to Mortgagor as provided herein decline speedily in value or is of a type customarily sold on a recognized market, Lilly shall give Amylin at least ten (10) days 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 date 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 public sale whatsoever kind, including any equity or right of the Personalty and/or Fixtures or prior redemption of Amylin which may be waived, and Amylin, to the date after extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal which private sale of the Personalty and/or Fixtures will be made shall constitute reasonable notice; andit 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 authenticated notification of disposition” within the meaning of Section 9-611 of the UCC. (v) Any such public sale made 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 the provisions of this Subsection (j) shall be deemed to have been a any such notice. Lilly may, without notice or publication, adjourn any public or private sale conducted in a commercially reasonable manner if held contemporaneously with and upon or cause the same notice as required 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 Mortgaged PropertyCollateral on credit or for future delivery, whether 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 granted conferred upon it, may proceed by a suit or suits at law or in equity to foreclose its security interest and conferred sell the Collateral, or by virtue of judicial proceedings; and (v) In the event any portion thereof, under a judgment or decree of a foreclosure sale, whether made by the Mortgagee under the terms hereof, court or under judgment courts of a court, the Mortgaged Property may, at the option of Mortgagee, be sold as a whole; and (vi) It shall not be necessary that Mortgagee take possession of the Personalty and/or Fixtures or any part thereof prior to the time that any sale pursuant to the provisions of this section is conducted and it shall not be necessary that the Personalty and/or Fixtures or any part thereof be present at the location of such sale; and (vii) Prior to application of proceeds of disposition of the Personalty and/or Fixtures to the Indebtedness, such proceeds shall be applied to the reasonable competent jurisdiction. The expenses of retaking, holding, preparing for sale or leasesale, selling, leasing selling and the like like, and the reasonable attorneys' ’ fees and legal expenses incurred by Mortgagee; andLilly, 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) Any and all statements All remedies of fact Lilly shall be cumulative to the full extent provided by law. Pursuit by Lilly of certain judicial or other recitals made in any bill remedies shall not xxxxx nor bar resort to other remedies with respect to the Collateral, and pursuit of sale certain remedies with respect to all or assignment or other instrument evidencing any forecxxxxre sale hereunder as to nonpayment some of the Indebtedness or as Collateral shall not bar other remedies with respect to the occurrence of any Event of Default, Obligations or as Mortgagee having declared all of such Indebtedness to be due and payable, or as to notice of time, place and terms of sale other portions of the Mortgaged Property Collateral. Lilly may exercise its rights to be sold having been duly provided by Mortgagee, shall be taken as prima facie evidence the Collateral without resorting or regard to other collateral or sources of security or reimbursement for the truth of the facts so stated and recited; and (ix) Mortgagee may appoint or delegate any one or more persons as agent to perform any act or acts necessary or incident to any sale held by Mortgagee, including the sending of notices and the conduct of the sale, but in the name and on behalf of MortgageeObligations.

Remedies Under UCC. Upon the occurrence of an Event of Default, Mortgagee the ------------------ Holder may exercise its rights of enforcement, if they can be exercised without a breach of the peace, enforcement with respect to the Personalty and/or the Fixtures Collateral under the applicable provisions of the Uniform Commercial Code of the state where the Mortgaged Property is located, and/or under other applicable law, and in conjunction with, in addition to or in substitution for those rights and remedies: (ia) Mortgagee The Holder may enter upon MortgagorXxxxxxx's premises to take possession of, assemble and collect the Personalty and/or Fixtures and any and all books related to the Mortgaged PropertyCollateral; and (iib) Mortgagee The Holder may require Mortgagor Grantor to assemble the Personalty and/or Fixtures Collateral and make the same it available at a place Mortgagee the Holder designates which is mutually convenient to allow Mortgagee the Holder to take possession or dispose of the Personalty and/or FixturesCollateral; and (iiic) Written notice mailed to Mortgagor Grantor as provided herein at least ten five (105) days prior to the date of public sale of the Personalty and/or Fixtures Collateral or prior to the date after which private sale of the Personalty and/or Fixtures Collateral will be made shall constitute reasonable notice; and (ivd) Any sale made pursuant to the provisions of this Subsection (j) section shall be deemed to have been a public sale conducted in a commercially reasonable manner if held contemporaneously with and upon the same notice as required for the sale of the Mortgaged Property, whether by Collateral under power of sale herein granted and conferred or by virtue as provided in Section 8.1 of judicial proceedingsthis Deed of Trust; and (ve) In the event of a foreclosure sale, whether made by the Mortgagee Trustee under the terms hereof, or under judgment of a court, the Mortgaged Property Collateral may, at the option of Mortgageethe Holder, be sold as a whole; and (vif) It shall not be necessary that Mortgagee the Holder take possession posses-sion of the Personalty and/or Fixtures Collateral or any part thereof prior to the time that any sale pursuant to the provisions of this section is conducted and it shall not be necessary that the Personalty and/or Fixtures Collateral or any part thereof be present at the location of such sale; and (viig) Prior to application of proceeds of disposition of the Personalty and/or Fixtures Collateral to the Secured Indebtedness, such proceeds shall be applied to the reasonable expenses of retaking, holding, preparing for sale or lease, selling, leasing and the like and the reasonable attorneys' fees and legal expenses incurred by Mortgageethe Holder; and (viiih) Any and all statements of fact or other recitals made in any bill of sale or assignment or other instrument evidencing any forecxxxxre foreclosure sale hereunder as to nonpayment of the Secured Indebtedness or as to the occurrence of any Event of Default, or as Mortgagee to the Holder having declared all of such Secured Indebtedness to be due and payable, or as to notice of time, place and terms of sale and of the Mortgaged Property properties to be sold having been duly provided done by Mortgageethe Holder, shall be taken as prima facie evidence of the truth of the facts so stated and recited; and (ixi) Mortgagee The Holder may appoint or delegate any one or more persons as agent to perform any act or acts necessary or incident to any sale held by Mortgageethe Holder, including the sending of notices and the conduct of the sale, but in the name and on behalf of Mortgageethe Holder.

Remedies Under UCC. Upon the occurrence of an Event of Default, Mortgagee Beneficiary may exercise its rights of enforcement, if they can be exercised without a breach of the peace, with respect to the Personalty and/or the Fixtures under the applicable provisions of the Uniform Commercial Code of the state where the Mortgaged Property is locatedState UCC, and/or under other applicable State law, and in conjunction with, in addition to or in substitution for those rights and remedies: (ia) Mortgagee Beneficiary may enter upon Mortgagor's Grantor’s premises to take possession of, assemble and collect the Personalty and/or Fixtures and any and all books related to the Mortgaged Property; and (iib) Mortgagee Beneficiary may require Mortgagor Grantor to assemble the Personalty and/or Fixtures and make the same available at a place Mortgagee Beneficiary designates which is mutually convenient to allow Mortgagee Beneficiary to take possession or dispose of the Personalty and/or Fixtures; and (iiic) Written notice mailed to Mortgagor Grantor as provided herein at least ten (10) days prior to the date of public sale of the Personalty and/or Fixtures or prior to the date after which private sale of the Personalty and/or Fixtures will be made shall constitute reasonable notice; and (ivd) Any sale made pursuant to the provisions of this Subsection (j) shall be deemed to have been a public sale conducted in a commercially reasonable manner if held contemporaneously with and upon the same notice as required for the sale of the Mortgaged Property, whether by Property under power of sale herein granted and conferred or by virtue as provided in Section 7.1.4 of judicial proceedingsthis Deed of Trust; and (ve) In the event of a foreclosure sale, whether made by the Mortgagee Trustee under the terms hereof, or under judgment of a court, the Mortgaged Property may, at the option of MortgageeBeneficiary, be sold as a whole; and (vif) It shall not be necessary that Mortgagee Beneficiary take possession of the Personalty and/or Fixtures or any part thereof prior to the time that any sale pursuant to the provisions of this section is conducted and it shall not be necessary that the Personalty and/or Fixtures or any part thereof be present at the location of such sale; and (viig) Prior to application of proceeds of disposition of the Personalty and/or Fixtures to the IndebtednessMortgage Obligations, such proceeds shall be applied to the reasonable expenses of retaking, holding, preparing for sale or lease, selling, leasing and the like and the reasonable attorneys' ’ fees and legal expenses incurred by MortgageeBeneficiary; and (viiih) Any and all statements of fact or other recitals made in any bill xxxx of sale or assignment or other instrument evidencing any forecxxxxre foreclosure sale hereunder as to nonpayment of the Indebtedness Mortgage Obligations or as to the occurrence of any Event of Default, or as Mortgagee Beneficiary having declared all of such Indebtedness Mortgage Obligations to be due and payable, or as to notice of time, place and terms of sale of the Mortgaged Property to be sold having been duly provided by MortgageeBeneficiary or Trustee, shall be taken as prima facie evidence of the truth of the facts so stated and recited; and (ixi) Mortgagee Beneficiary may appoint or delegate any one or more persons as agent Beneficiary to perform any act or acts necessary or incident to any sale held by MortgageeBeneficiary, including the sending of notices and the conduct of the sale, but in the name and on behalf of MortgageeBeneficiary.

Remedies Under UCC. Upon the occurrence and during the continuance of an Event of Default, Mortgagee may exercise its rights of enforcement, if they can be exercised without a breach of the peace, with respect to the Personalty and/or the Fixtures UCC Collateral under the applicable provisions of the Uniform Commercial Code of the state where the Mortgaged Property is located, UCC and/or under other applicable law, and in conjunction with, in addition to or in substitution for those rights and remedies: (i1) Mortgagee may enter upon Mortgagor's Xxxxxxxxx’s premises to take possession of, assemble and collect the Personalty and/or Fixtures UCC Collateral and any and all books and records related to the Mortgaged Property; and (ii2) Mortgagee may require Mortgagor to assemble the Personalty and/or Fixtures UCC Collateral and make the same available at a place Mortgagee designates which is mutually convenient to allow Mortgagee to take possession or dispose of the Personalty and/or FixturesUCC Collateral; and (iii3) Written notice mailed to Mortgagor Xxxxxxxxx as provided herein at least ten (10) days prior to the date of public sale of the Personalty and/or Fixtures UCC Collateral or prior to the date after which private sale of the Personalty and/or Fixtures will UCC Collateral shall be made shall constitute reasonable notice; and (iv4) Any sale made pursuant to the provisions of this Subsection (j) shall be deemed to have been a public sale conducted in a commercially reasonable manner if held contemporaneously with and upon the same notice as required for the sale of the Mortgaged Property, whether by Property under power of sale herein granted and conferred or by virtue as provided in Section 7.1(e) of judicial proceedingsthis Mortgage; and (v5) In the event of a foreclosure sale, whether made by the Mortgagee under the terms hereof, or under judgment of a court, the Mortgaged Property may, at the option of Mortgagee, be sold as a whole; and (vi6) It shall not be necessary that Mortgagee take possession of the Personalty and/or Fixtures or any part thereof UCC Collateral prior to the time that any sale pursuant to the provisions of this section is conducted and it shall not be necessary that the Personalty and/or Fixtures or any part thereof UCC Collateral be present at the location of such sale; and (vii7) Prior to application of proceeds of disposition of the Personalty and/or Fixtures UCC Collateral to the IndebtednessObligations, such proceeds shall be applied to the reasonable expenses of retaking, holding, preparing for sale or lease, selling, leasing and the like and the reasonable attorneys' ’ fees and legal expenses incurred by Mortgagee; and (viii) 8) Any and all statements of fact or other recitals made in any bill of sale or assignment or other instrument evidencing any forecxxxxre foreclosure sale hereunder as to nonpayment of the Indebtedness Obligations or as to the occurrence of any Event of Default, or as to Mortgagee having have declared all of such Indebtedness Obligations to be due and payable, or as to notice of time, place and terms of sale and of the Mortgaged Property to be sold having been duly provided done by Mortgagee, shall be taken as prima facie evidence of the truth of the facts so stated and recited; and (ix9) Mortgagee may appoint or delegate any one or more persons as agent to perform any act or acts necessary or incident to any sale held by Mortgagee, including the sending of notices and the conduct of the sale, sale but in the name and on behalf of Mortgagee.

Remedies Under UCC. Upon the occurrence of an Event of Default, Mortgagee may exercise its rights of enforcement, if they can be exercised without a breach of the peace, with respect to the Personalty and/or the Fixtures under the applicable provisions of the Uniform Commercial Code of the state where the Mortgaged Property is locatedState UCC, and/or under other applicable State law, and in conjunction with, in addition to or in substitution for those rights and remedies:: Mortgage (GPT) (FORM) 18 (ia) Mortgagee may enter upon Mortgagor's ’s premises to take possession of, assemble and collect the Personalty and/or Fixtures and any and all books related to the Mortgaged Property; and (iib) Mortgagee may require Mortgagor to assemble the Personalty and/or Fixtures and make the same available at a place Mortgagee designates which is mutually convenient to allow Mortgagee to take possession or dispose of the Personalty and/or Fixtures; and (iiic) Written notice mailed to Mortgagor as provided herein at least ten (10) days prior to the date of public sale of the Personalty and/or Fixtures or prior to the date after which private sale of the Personalty and/or Fixtures will be made shall constitute reasonable notice; and (ivd) Any sale made pursuant to the provisions of this Subsection (j) shall be deemed to have been a public sale conducted in a commercially reasonable manner if held contemporaneously with and upon the same notice as required for the sale of the Mortgaged Property, whether by power Property as provided in Section 7.1.4 of sale herein granted and conferred or by virtue of judicial proceedingsthis Mortgage; and (ve) In the event of a foreclosure sale, whether made by the Mortgagee under the terms hereof, or under judgment of a court, sale the Mortgaged Property may, at the option of Mortgagee, be sold as a whole; and (vif) It shall not be necessary that Mortgagee take possession of the Personalty and/or Fixtures or any part thereof prior to the time that any sale pursuant to the provisions of this section is conducted and it shall not be necessary that the Personalty and/or Fixtures or any part thereof be present at the location of such sale; and (viig) Prior to application of proceeds of disposition of the Personalty and/or Fixtures to the IndebtednessMortgage Obligations, such proceeds shall be applied to the reasonable expenses of retaking, holding, preparing for sale or lease, selling, leasing and the like and the reasonable attorneys' ’ fees and legal expenses incurred by Mortgagee; and (viiih) Any and all statements of fact or other recitals made in any bill xxxx of sale or assignment Assignment or other instrument evidencing any forecxxxxre foreclosure sale hereunder as to nonpayment of the Indebtedness Mortgage Obligations or as to the occurrence of any Event of Default, or as Mortgagee having declared all of such Indebtedness Mortgage Obligations to be due and payable, or as to notice of time, place and terms of sale of the Mortgaged Property to be sold having been duly provided by Mortgagee, shall be taken as prima facie evidence of the truth of the facts so stated and recited; andand Mortgage (GPT) (FORM) 19 (ixi) Mortgagee may appoint or delegate any one or more persons as agent Mortgagee to perform any act or acts necessary or incident to any sale held by Mortgagee, including the sending of notices and the conduct of the sale, but in the name and on behalf of Mortgagee.

Remedies Under UCC. Upon the occurrence of an Event of Default, Mortgagee may exercise its rights of enforcement, if they can be exercised without a breach of the peace, with respect to the Personalty and/or the Fixtures under the applicable provisions of the Uniform Commercial Code of the state where the Mortgaged Property is locatedState UCC, and/or under other applicable State law, and in conjunction with, in addition to or in substitution for those rights and remedies: (ia) Mortgagee may enter upon Mortgagor's ’s premises to take possession of, assemble and collect the Personalty and/or Fixtures and any and all books related to the Mortgaged Property; and (iib) Mortgagee may require Mortgagor to assemble the Personalty and/or Fixtures and make the same available at a place Mortgagee designates which is mutually convenient to allow Mortgagee to take possession or dispose of the Personalty and/or Fixtures; and (iiic) Written notice mailed to Mortgagor as provided herein at least ten (10) days prior to the date of public sale of the Personalty and/or Fixtures or prior to the date after which private sale of the Personalty and/or Fixtures will be made shall constitute reasonable notice; and (ivd) Any sale made pursuant to the provisions of this Subsection (j) shall be deemed to have been a public sale conducted in a commercially reasonable manner if held contemporaneously with and upon the same notice as required for the sale of the Mortgaged Property, whether by power Property as provided in Section 7.1.4 of sale herein granted and conferred or by virtue of judicial proceedingsthis Mortgage; and (ve) In the event of a foreclosure sale, whether made by the Mortgagee under the terms hereof, or under judgment of a court, sale the Mortgaged Property may, at the option of Mortgagee, be sold as a whole; and (vif) It shall not be necessary that Mortgagee take possession of the Personalty and/or Fixtures or any part thereof prior to the time that any sale pursuant to the provisions of this section is conducted and it shall not be necessary that the Personalty and/or Fixtures or any part thereof be present at the location of such sale; and (viig) Prior to application of proceeds of disposition of the Personalty and/or Fixtures to the IndebtednessMortgage Obligations, such proceeds shall be applied to the reasonable expenses of retaking, holding, preparing for sale or lease, selling, leasing and the like and the reasonable attorneys' ’ fees and legal expenses incurred by Mortgagee; and (viiih) Any and all statements of fact or other recitals made in any bill bxxx of sale or assignment Assignment or other instrument evidencing any forecxxxxre foreclosure sale hereunder as to nonpayment of the Indebtedness Mortgage Obligations or as to the occurrence of any Event of Default, or as Mortgagee having declared all of such Indebtedness Mortgage Obligations to be due and payable, or as to notice of time, place and terms of sale of the Mortgaged Property to be sold having been duly provided by Mortgagee, shall be taken as prima facie evidence of the truth of the facts so stated and recited; and (ixi) Mortgagee may appoint or delegate any one or more persons as agent Mortgagee to perform any act or acts necessary or incident to any sale held by Mortgagee, including the sending of notices and the conduct of the sale, but in the name and on behalf of Mortgagee.