OF TIMET; PROVIDED, HOWEVER,
THAT THE FOREGOING SHALL NOT BE DEEMED TO RESTRICT A CHANGE IN CONTROL.
(C)
LIMITATIONS ON LIENS.
HAYNES SHALL NOT
PERMIT OR GRANT ANY LIENS (VOLUNTARY OR INVOLUNTARY) ON ANY PORTION OF THE
COLLATERAL, EXCEPT PERMITTED ENCUMBRANCES.
(D)
MAINTENANCE OF INSURANCE.
HAYNES WILL AT
ALL TIMES COMPLY WITH THE PROVISIONS OF SECTION 7.1 OF THE CONVERSION AGREEMENT.
(E)
RIGHT OF INSPECTION; COOPERATION.
IN
ADDITION TO ANY RIGHTS TIMET MAY HAVE UNDER THE CONVERSION AGREEMENT, TIMET AND
ITS REPRESENTATIVES SHALL, AT TIMET'S EXPENSE, UPON REASONABLE REQUEST AND AT
REASONABLE TIMES, HAVE THE RIGHT TO ENTER INTO AND UPON ANY PREMISES WHERE ANY
OF THE COLLATERAL IS LOCATED FOR THE PURPOSE OF INSPECTING THE SAME, OBSERVING
THE USE THEREOF OR OTHERWISE PROTECTING TIMET'S INTERESTS THEREIN.
(F)
NOTICE OF DEFAULT.
HAYNES WILL PROVIDE
IMMEDIATE NOTICE TO TIMET, BY WAY OF FACSIMILE TRANSMISSION AND OVERNIGHT
EXPRESS MAIL SERVICE, OF ITS OR ITS ATTORNEYS' OR AGENTS' RECEIPT OF ANY NOTICE
OF DEFAULT UNDER HAYNES' AGREEMENTS WITH ANY SECURED CREDITORS INCLUDING BUT NOT
LIMITED TO TAXING AUTHORITIES.
HAYNES HEREBY GRANTS TO TIMET THE OPTION, BUT
NOT THE OBLIGATION, TO EXERCISE WHATEVER RIGHTS TO CURE DEFAULTS THAT HAYNES HAS
UNDER SUCH AGREEMENTS OR BY LAW.
(G)
HAYNES BANKRUPTCY EVENT.
IF A HAYNES
BANKRUPTCY EVENT OCCURS, HAYNES WILL SUPPORT ANY REQUEST BY TIMET TO LIFT ANY
STAY IMPOSED BY ANY COURT (BANKRUPTCY OR OTHERWISE) THAT MIGHT BLOCK OR IMPEDE
TIMET'S EXERCISE OF THE RIGHT OF ACCESS.
(H)
ADDITIONAL CONTRACTS.
UPON A DEFAULT,
HAYNES BANKRUPTCY EVENT, SECURED FACILITY EVENT OR ACCELERATION EVENT, HAYNES
COVENANTS AND AGREES (I) TO PROVIDE OR OTHERWISE MAKE AVAILABLE TO TIMET, ITS
AFFILIATES, DESIGNEE(S), SUCCESSORS AND PERMITTED ASSIGNS ALL RIGHTS, PRIVILEGES
AND BENEFITS ARISING UNDER ANY ADDITIONAL CONTRACT; (II) TO PROVIDE NOTICE OF
RENEWAL, TERMINATION, BREACH OR THREATENED BREACH OF ANY ADDITIONAL CONTRACT;
AND (III) TO PROVIDE NOTICE OF ANY LAPSE, REVOCATION OR THREAT OF REVOCATION OF
ANY PERMIT OR LICENSE THAT CONSTITUTES AN ADDITIONAL CONTRACT.
HAYNES HEREBY
GRANTS TIMET THE OPTION, BUT NOT THE OBLIGATION, UPON A DEFAULT, HAYNES
BANKRUPTCY EVENT, SECURED FACILITY EVENT OR ACCELERATION EVENT, (X) TO EXERCISE
WHATEVER RIGHTS TO CURE ANY BREACH THAT HAYNES HAS UNDER ANY ADDITIONAL CONTRACT
OR BY LAW AND (Y) TO APPROACH DIRECTLY ANY PARTY TO AN ADDITIONAL CONTRACT FOR
THE PURPOSE OF ARRANGING TO OBTAIN DIRECTLY FROM SUCH PARTY ALL RIGHTS,
PRIVILEGES AND BENEFITS ARISING UNDER SUCH ADDITIONAL
17
CONTRACT THAT RELATE OR PERTAIN TO THE MILL, THE EQUIPMENT, THE REAL ESTATE OR
THE PERFORMANCE OF THE TITANIUM CONVERSION SERVICES.
12.
HAYNES' REMEDIES.
UPON (A) TIMET'S CONSENT
TO THE FILING OF, OR TIMET'S COMMENCEMENT OR CONSENT TO THE COMMENCEMENT OF, OR
A COURT'S ENTRY OF AN ORDER FOR RELIEF IN ANY TIMET BANKRUPTCY EVENT UNDER
CHAPTER 7 OF TITLE 11, UNITED STATES CODE; (B) A TIMET BANKRUPTCY EVENT IN WHICH
THE CONVERSION AGREEMENT IS REJECTED BY ORDER OF A COURT OR BY OPERATION OF LAW;
OR (C) THE TERMINATION OF THE CONVERSION AGREEMENT BY TIMET FOR ANY REASON OTHER
THAN