TRANSACTION DOCUMENTS.
FAILURE OF
TIMET TO EXERCISE THE OPTIONS SET FORTH IN THIS SECTION 8(B) SHALL NOT
CONSTITUTE A WAIVER OF THE RIGHT TO EXERCISE THE SAME UPON THE OCCURRENCE OF A
SUBSEQUENT DEFAULT OR ACCELERATION EVENT.
HAYNES ACKNOWLEDGES THAT THE POWER OF
SALE GRANTED BY THIS AGREEMENT MAY BE EXERCISED BY TIMET WITHOUT PRIOR JUDICIAL
HEARING.
(II)
UPON A DEFAULT OR AN ACCELERATION EVENT,
AND PROVIDED THAT ANY ACCESS UNDER A RIGHT OF ACCESS IS NOT CONTINUING, TIMET IS
AUTHORIZED PRIOR OR SUBSEQUENT TO THE INSTITUTION OF ANY FORECLOSURE PROCEEDINGS
BY PRIVATE POWER OF SALE OR OTHERWISE TO ENTER UPON THE REAL ESTATE, OR ANY PART
THEREOF, TO TAKE POSSESSION OF THE OPERATING ASSETS AND OF ALL BOOKS, RECORDS
AND ACCOUNTS RELATING EXCLUSIVELY TO THE OPERATING ASSETS, TO HAVE ACCESS AT ANY
REASONABLE TIME UPON TIMET'S REQUEST TO REVIEW OR MAKE COPIES OR FACSIMILES OF
ANY BOOKS, RECORDS AND ACCOUNTS THAT RELATE IN PART TO THE OPERATING ASSETS AND
IN PART TO ANY OTHER ASSETS OF HAYNES, AND TO EXERCISE WITHOUT INTERFERENCE FROM
HAYNES ANY AND ALL RIGHTS WHICH HAYNES HAS WITH RESPECT TO THE MANAGEMENT,
POSSESSION, OPERATION, PROTECTION OR PRESERVATION OF THE OPERATING ASSETS,
INCLUDING THE RIGHT TO OPERATE THE SAME FOR THE ACCOUNT OF HAYNES AND TO DEDUCT
FROM THE PROCEEDS THEREOF ALL COSTS, EXPENSES AND LIABILITIES OF EVERY CHARACTER
INCURRED BY TIMET IN COLLECTING SUCH PROCEEDS AND IN MANAGING, OPERATING,
MAINTAINING, PROTECTING OR
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PRESERVING THE OPERATING ASSETS AND TO APPLY THE REMAINDER OF SUCH PROCEEDS ON
THE DEBT OBLIGATIONS SECURED HEREBY IN SUCH MANNER AS TIMET MAY ELECT.
ALL SUCH
COSTS, EXPENSES AND LIABILITIES INCURRED BY TIMET IN COLLECTING SUCH PROCEEDS
AND IN MANAGING, OPERATING, MAINTAINING, PROTECTING OR PRESERVING THE OPERATING
ASSETS, IF NOT PAID OUT OF PROCEEDS AS HEREINABOVE PROVIDED, SHALL CONSTITUTE A
DEMAND OBLIGATION OWING BY HAYNES AND SHALL BEAR INTEREST FROM THE DATE THAT IS
TEN (10) DAYS AFTER TIMET NOTIFIES HAYNES IN WRITING OF EXPENDITURE UNTIL THE
DATE PAID AT THE MAXIMUM LAWFUL INTEREST RATE UNDER APPLICABLE LAW, ALL OF WHICH
SHALL CONSTITUTE A PORTION OF THE DEBT OBLIGATIONS.
IF NECESSARY TO OBTAIN THE
POSSESSION PROVIDED FOR ABOVE, TIMET MAY INVOKE ANY AND ALL LEGAL REMEDIES TO
DISPOSSESS HAYNES, INCLUDING SPECIFICALLY ONE OR MORE ACTIONS FOR FORCIBLE ENTRY
AND DETAINER, TRESPASS TO TRY TITLE AND RESTITUTION.
IN CONNECTION WITH ANY
ACTION TAKEN BY TIMET PURSUANT TO THIS SECTION 8(B)(II), TIMET SHALL NOT BE
LIABLE FOR ANY LOSS SUSTAINED BY HAYNES RESULTING FROM ANY FAILURE TO OPERATE
THE OPERATING ASSETS, OR ANY PART THEREOF, OR FROM ANY OTHER ACT OR OMISSION OF
TIMET IN MANAGING THE OPERATING ASSETS (REGARDLESS OF WHETHER SUCH LOSS IS
CAUSED BY THE NEGLIGENCE OF TIMET OR ANY STRICT LIABILITY) UNLESS SUCH LOSS IS
CAUSED BY THE GROSS NEGLIGENCE, WILLFUL MISCONDUCT, FRAUD, BAD FAITH OR ILLEGAL
ACTION OF TIMET, NOR SHALL TIMET BE OBLIGATED TO PERFORM OR DISCHARGE ANY
OBLIGATION, DUTY OR LIABILITY UNDER ANY AGREEMENT RELATING TO THE OPERATING
ASSETS OR ANY PART THEREOF OR UNDER