NOTICES AS PROVIDED FOR UNDER THE CODE, AND ALL RIGHTS
TO A MARSHALING OF THE ASSETS OF HAYNES, INCLUDING THE OPERATING ASSETS, OR TO A
SALE IN INVERSE ORDER OF ALIENATION IN THE EVENT OF FORECLOSURE OF THE LIENS AND
SECURITY INTERESTS HEREBY CREATED.
HAYNES SHALL NOT HAVE OR ASSERT ANY RIGHT
UNDER ANY STATUTE OR RULE OF LAW PERTAINING TO THE MARSHALING OF ASSETS, SALE IN
INVERSE ORDER OF ALIENATION, THE EXEMPTION OF HOMESTEAD, THE ADMINISTRATION OF
ESTATES OF DECEDENTS OR OTHER MATTERS WHATEVER TO DEFEAT, REDUCE OR AFFECT THE
RIGHT OF TIMET UNDER THE TERMS OF THIS AGREEMENT TO A SALE OF THE OPERATING
ASSETS FOR THE COLLECTION OF THE SECURED INDEBTEDNESS WITHOUT ANY PRIOR OR
DIFFERENT RESORT FOR COLLECTION, OR THE RIGHT OF TIMET UNDER THE TERMS OF THIS
AGREEMENT TO THE PAYMENT OF SUCH OBLIGATIONS OUT OF THE PROCEEDS OF SALE OF THE
OPERATING ASSETS IN PREFERENCE TO EVERY OTHER CLAIMANT WHATEVER.
IF ANY LAW
REFERRED TO IN THIS PARAGRAPH AND NOW IN FORCE, OF WHICH HAYNES OR THEIR
REPRESENTATIVES, SUCCESSORS AND ASSIGNS AND SUCH OTHER PERSONS CLAIMING ANY
INTEREST IN THE OPERATING ASSETS MIGHT TAKE ADVANTAGE DESPITE THIS PARAGRAPH,
SHALL HEREAFTER BE REPEALED OR CEASE TO BE IN FORCE, SUCH LAW SHALL NOT
THEREAFTER BE DEEMED TO PRECLUDE THE APPLICATION OF THIS PARAGRAPH.
WITHOUT
LIMITING THE FOREGOING, HAYNES AND ANY SURETY OR GUARANTOR OF THE INDEBTEDNESS
SECURED HEREBY WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED UNDER APPLICABLE
LAW, THE FOLLOWING: (1) ANY REQUIREMENT THAT TIMET FIRST TAKE ANY ACTION
WHATSOEVER AGAINST HAYNES OR ANY OTHER PARTY, OR FILE ANY CLAIM IN THE EVENT OF
HAYNES' BANKRUPTCY, IN ORDER TO ENFORCE THE OBLIGATIONS OF HAYNES UNDER THIS
AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT, (2) FAILURE TO PROTECT, PRESERVE OR
RESORT TO ANY COLLATERAL, (3) FAILURE OF TIMET TO NOTIFY HAYNES OF ANY
ASSIGNMENT OF THE TRANSACTION DOCUMENTS OR ANY PART THEREOF, (4) ALL RIGHTS IF
HAYNES OR ANY OTHER PERSON IS FOUND NOT LIABLE FOR THE DEBT OBLIGATIONS SECURED
HEREBY OR ANY PART THEREOF FOR ANY REASON, AND REGARDLESS OF ANY JOINDER OF
HAYNES OR ANY OTHER PERSON IN ANY ACTION TO OBTAIN PAYMENT OR PERFORMANCE OF ANY
OR ALL OF THE INDEBTEDNESS SECURED HEREBY, AND (5) ALL RIGHTS AND DEFENSES IN
CONNECTION WITH ANY FULL OR PARTIAL RELEASE OF THE LIABILITY OF HAYNES.
HAYNES
AUTHORIZES TIMET, WITHOUT NOTICE TO OR CONSENT OF HAYNES, AND WITHOUT AFFECTING
HAYNES' LIABILITY HEREUNDER, FROM TIME TO TIME TO CHANGE THE TERMS UNDER ANY
DOCUMENT (OTHER THOSE TO WHICH HAYNES IS A PARTY), INCLUDING, WITHOUT
15
LIMITATION, EXCHANGING, ENFORCING, WAIVING OR RELEASING ANY SECURITY WITH REGARD
TO THE DEBT OBLIGATIONS, RELEASING ANY OTHER GUARANTOR OR EXERCISING OR
REFRAINING FROM EXERCISING ANY RIGHT OR REMEDY OF TIMET.
(IX)
UPON A DEFAULT OR AN ACCELERATION EVENT,
HAYNES SHALL BE LIABLE FOR REIMBURSING TIMET FOR ALL EXPENSES INCURRED BY TIMET
AS A RESULT OF SUCH DEFAULT OR ACCELERATION EVENT, INCLUDING, BUT NOT LIMITED
TO, ALL TRAVEL COSTS, THIRD-PARTY APPRAISAL FEES, REPORT PREPARATION