LICENSE HEREUNDER.
EACH TRANSFEREE SHALL BE REQUIRED TO
USE THE LICENSE IN CONNECTION WITH ITS USE OF THE OPERATING ASSETS, AND ANY
FURTHER TRANSFER OR ASSIGNMENT OF THE LICENSE MAY OCCUR ONLY IN CONNECTION WITH
A FURTHER SALE, TRANSFER OR OTHER DISPOSITION OF THE OPERATING ASSETS.
6.
PROTECTION OF PERFORMANCE.
TIMET SHALL
HAVE THE UNLIMITED RIGHT TO, AMONG OTHER THINGS, ENTER INTO DISCUSSIONS,
NEGOTIATIONS, AND AGREEMENTS REGARDING THE PERFORMANCE OF THE TITANIUM
CONVERSION SERVICES BY ANY POTENTIAL ALTERNATIVE SUPPLIER(S), INCLUDING WITHOUT
LIMITATION, ANY CURRENT OR FORMER AGENTS, CONSULTANTS, DIRECTORS, EMPLOYEES, OR
OFFICERS OF HAYNES SO LONG AS SUCH PARTIES ARE NOT SUBJECT TO RESTRICTIONS UNDER
A NONCOMPETITION AGREEMENT.
7.
RIGHTS OF TIMET; LIMITATIONS ON TIMET'S
OBLIGATIONS.
UNLESS TIMET EXERCISES THE RIGHT OF ACCESS, IN WHICH CASE TIMET
SHALL HAVE THE OBLIGATIONS AS ARE EXPRESSLY PROVIDED IN THIS AGREEMENT, EXCEPT
AS PROVIDED BY APPLICABLE LAW, TIMET SHALL NOT HAVE ANY OBLIGATION OR LIABILITY
BY REASON OF OR ARISING OUT OF THIS AGREEMENT.
IN NO EVENT SHALL TIMET BE
REQUIRED OR OBLIGATED IN ANY MANNER TO PERFORM OR FULFILL ANY OF THE OBLIGATIONS
OF HAYNES UNDER ANY OF THE TRANSACTION DOCUMENTS.
8.
TIMET'S REMEDIES.
(A)
RIGHT OF ACCESS.
UPON A HAYNES BANKRUPTCY
EVENT OR A SECURED FACILITY EVENT, TIMET MAY EXERCISE THE RIGHT OF ACCESS ONLY
ON THE TERMS AND CONDITIONS SET FORTH OF
10
SECTION 4.
FURTHER, IN CONNECTION WITH TIMET'S RIGHTS AND REMEDIES UNDER THIS
AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS:
(I)
HAYNES WAIVES ANY RIGHT IT MAY HAVE TO
REQUIRE TIMET TO FORECLOSE ITS SECURITY INTERESTS AND LIENS AND/OR REDUCE THE
DEBT OBLIGATIONS TO A MONETARY SUM;
(II)
IF TIMET EXERCISES THE RIGHT OF ACCESS,
TIMET'S USE AND OCCUPANCY OF THE OPERATING ASSETS WILL NOT BE DEEMED TO BE
ACCEPTANCE OF SUCH ASSETS IN SATISFACTION OF THE DEBT OBLIGATIONS; AND
(III)
EXCEPT AS OTHERWISE PROVIDED HEREIN, ALL OF
TIMET'S RIGHTS AND REMEDIES UNDER THIS AGREEMENT ARE CUMULATIVE AND NOT
EXCLUSIVE OF ANY RIGHTS AND REMEDIES UNDER ANY OTHER AGREEMENT OR UNDER
APPLICABLE LAW; PROVIDED, HOWEVER, THAT IF TIMET EXERCISES ITS RIGHTS UNDER
SECTION 8(B) HEREOF, IT SHALL NO LONGER BE PERMITTED TO EXERCISE THE, OR MUST
TERMINATE ANY CURRENT, RIGHT OF ACCESS.
(B)
RIGHT TO REPAYMENT OF THE DEBT OBLIGATIONS
AND FORECLOSE ON THE COLLATERAL.
(I)
IN ADDITION TO THE REMEDIES SET FORTH IN
SECTION 8(A), UPON A DEFAULT OR AN ACCELERATION EVENT, TIMET, AT TIMET'S OPTION,
MAY DECLARE DUE AND PAYABLE THE DEBT OBLIGATIONS, WITHOUT NOTICE, DEMAND OR
PRESENTMENT, ALL OF WHICH ARE HEREBY WAIVED, AND UPON SUCH DECLARATION, THE SAME
SHALL BECOME AND SHALL BE IMMEDIATELY DUE AND PAYABLE, AND TIMET SHALL HAVE THE
RIGHT TO FORECLOSE ON THE COLLATERAL OR OTHERWISE ENFORCE ALL LIENS OR SECURITY
INTERESTS SECURING PAYMENT OF THE DEBT OBLIGATIONS, OR ANY PART THEREOF, AND
OFFSET AGAINST THE DEBT OBLIGATIONS ANY SUM OR SUMS OWED BY TIMET TO HAYNES AND
EXERCISE ANY POWERS AND ANY AND ALL OTHER REMEDIES PERMITTED BY INDIANA LAW OR
PROVIDED IN THIS AGREEMENT OR IN ANY OTHER