OR DIRECT, WITHOUT NOTICE TO ANY OTHER BORROWER.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, AGENT MAY AT ANY TIME
AND FROM TIME TO TIME REQUIRE THAT LOANS TO OR FOR THE ACCOUNT OF ANY BORROWER
BE DISBURSED DIRECTLY TO AN OPERATING ACCOUNT OF SUCH BORROWER.
(B)
ADMINISTRATIVE BORROWER HEREBY ACCEPTS THE APPOINTMENT BY
BORROWERS TO ACT AS THE AGENT AND ATTORNEY-IN-FACT OF BORROWERS PURSUANT TO THIS
SECTION 6.8. ADMINISTRATIVE BORROWER SHALL ENSURE THAT THE DISBURSEMENT OF ANY
LOANS TO EACH BORROWER REQUESTED BY OR PAID TO OR FOR THE ACCOUNT OF HAYNES
PARENT, OR THE ISSUANCE OF ANY LETTER OF CREDIT FOR A BORROWER HEREUNDER, SHALL
BE PAID TO OR FOR THE ACCOUNT OF SUCH BORROWER.
(C)
EACH BORROWER HEREBY IRREVOCABLY APPOINTS AND CONSTITUTES
ADMINISTRATIVE BORROWER AS ITS AGENT TO RECEIVE STATEMENTS ON ACCOUNT AND ALL
OTHER NOTICES FROM AGENT AND LENDERS WITH RESPECT TO THE OBLIGATIONS OR
OTHERWISE UNDER OR IN CONNECTION WITH THIS AGREEMENT AND THE OTHER FINANCING
AGREEMENTS.
(D)
ANY NOTICE, ELECTION, REPRESENTATION, WARRANTY, AGREEMENT
OR UNDERTAKING BY OR ON BEHALF OF ANY OTHER BORROWER BY ADMINISTRATIVE BORROWER
SHALL BE DEEMED FOR ALL PURPOSES TO HAVE BEEN MADE BY SUCH BORROWER, AS THE CASE
MAY BE, AND SHALL BE BINDING UPON AND ENFORCEABLE AGAINST SUCH BORROWER OR
GUARANTOR TO THE SAME EXTENT AS IF MADE DIRECTLY BY SUCH BORROWER OR GUARANTOR.
(E)
NO PURPORTED TERMINATION OF THE APPOINTMENT OF
ADMINISTRATIVE BORROWER AS AGENT AS AFORESAID SHALL BE EFFECTIVE, EXCEPT AFTER
TEN (10) DAYS' PRIOR WRITTEN NOTICE TO AGENT.
6.9
ILLEGALITY.
IN THE EVENT THAT ANY CHANGE IN OR INTRODUCTION OF OR
CHANGE AFTER THE DATE HEREOF IN THE INTERPRETATION OR APPLICATION OF ANY LAW,
REGULATION, TREATY, OR OFFICIAL DIRECTIVE OR OFFICIAL REQUEST (WHETHER OR NOT
HAVING THE FORCE OF LAW BUT, IF NOT, BEING OF A TYPE WITH WHICH AGENT OR ANY
LENDER IS ACCUSTOMED TO COMPLY) MAKES IT UNLAWFUL (OR CONTRARY TO SUCH DIRECTIVE
OR REQUEST) IN ANY JURISDICTION APPLICABLE TO AGENT OR SUCH LENDER FOR AGENT OR
SUCH LENDER TO MAKE AVAILABLE OR MAINTAIN THE FINANCING ARRANGEMENTS PROVIDED
FOR HEREIN (OR ANY OF THEM) OR TO GIVE EFFECT TO ITS OBLIGATIONS UNDER THE
FINANCING AGREEMENTS, AGENT OR SUCH LENDER MAY GIVE SEVEN (7) BUSINESS DAYS
WRITTEN NOTICE TO THAT EFFECT TO BORROWERS AND UPON SUCH NOTICE THIS
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AGREEMENT SHALL TERMINATE.
AGENT OR SUCH LENDER WILL USE REASONABLE EFFORTS
(INCLUDING REASONABLE EFFORTS TO CHANGE ITS LENDING OFFICE) TO AVOID THE MAKING
OR MAINTAINING OF SUCH FINANCING ARRANGEMENTS FROM BEING UNLAWFUL OR CONTRARY TO
SUCH DIRECTIVE OR REQUEST; PROVIDED, THAT, SUCH EFFORTS SHALL NOT CAUSE THE
IMPOSITION ON AGENT OR SUCH LENDER OF ANY ADDITIONAL COSTS OR LEGAL OR
REGULATORY BURDENS DEEMED BY AGENT OR SUCH LENDER TO BE MATERIAL IN GOOD FAITH.
6.10
PRO RATA TREATMENT.
EXCEPT TO THE EXTENT OTHERWISE PROVIDED IN THIS
AGREEMENT:
(A) THE MAKING AND CONVERSION OF LOANS SHALL BE MADE AMONG THE
LENDERS BASED ON THEIR RESPECTIVE PRO RATA SHARES AS TO THE APPLICABLE TYPE OF
LOANS AND