AND TESTING
FEES, CONSULTANTS' FEES AND REASONABLE LEGAL FEES AND EXPENSES.
(X)
HAYNES AGREES THAT ANY DISCLAIMER OF
WARRANTIES IN A FORECLOSURE SALE OF ANY OR ALL OF THE COLLATERAL WILL NOT RENDER
THE SALE COMMERCIALLY UNREASONABLE.
9.
INJUNCTIVE RELIEF.
GIVEN THAT TIMET
MAY INCUR SIGNIFICANT DAMAGES IF HAYNES FAILS TO TIMELY SATISFY ITS OBLIGATIONS
TO TIMET AND TIMET'S OPERATIONS MAY BE NEGATIVELY IMPACTED, AND BECAUSE TIMET
DOES NOT HAVE AN ADEQUATE REMEDY AT LAW AND WOULD BE IRREPARABLY HARMED BY SUCH
EVENTS AND BECAUSE THE OPERATING ASSETS ARE UNIQUE, AND BECAUSE HAYNES IS
OBTAINING INTELLECTUAL PROPERTY/KNOW-HOW FROM TIMET THAT WOULD COMPETITIVELY
HARM TIMET, HAYNES AGREES THAT TIMET SHALL BE ENTITLED TO INJUNCTIVE RELIEF
(BOTH PROHIBITIVE AND MANDATORY) IN CONNECTION WITH ANY DEFAULT BY HAYNES UNDER
THIS AGREEMENT OR THE TRANSACTION DOCUMENTS TO AFFORD TIMET ITS RIGHT OF ACCESS
UNDER THIS AGREEMENT, IN ADDITION TO ALL OTHER RIGHTS AND REMEDIES IN LAW OR AT
EQUITY.
10.
REPRESENTATIONS AND WARRANTIES.
HAYNES
REPRESENTS AND WARRANTS TO TIMET THAT:
(A)
TITLE; NO OTHER SECURITY INTERESTS.
EXCEPT
FOR THE SECURITY INTEREST GRANTED UNDER THIS AGREEMENT TO TIMET AND THE
PERMITTED ENCUMBRANCES, HAYNES OWNS THE COLLATERAL FREE AND CLEAR OF ANY AND ALL
SECURITY INTERESTS OR CLAIMS.
(B)
ADDRESS; ETC.
HAYNES' CHIEF EXECUTIVE
OFFICE IS SET FORTH IN SECTION 22 AND THE LOCATION OF THE COLLATERAL IS
DESCRIBED IN EXHIBIT C AND NEITHER LOCATION SHALL NOT BE CHANGED WITHOUT PRIOR
WRITTEN NOTICE TO TIMET (BUT ANY SUCH CHANGE OR THE FAILURE OF THE COLLATERAL TO
BE LOCATED AT SUCH ADDRESS SHALL NOT EXCLUDE ANY OF THE COLLATERAL FROM BEING
SUBJECT TO THE SECURITY INTEREST GRANTED THEREIN).
HAYNES MUST IMMEDIATELY
ADVISE TIMET IN WRITING OF ANY CHANGE IN ITS NAME, TRADE NAME, ADDRESS, STATE OF
ORGANIZATION, OR FORM OF ORGANIZATION.
HAYNES' EXACT NAME, ENTITY TYPE AND
ORGANIZATIONAL NUMBER ISSUED BY THE SECRETARY OF STATE OF DELAWARE ARE SET FORTH
ON THE FIRST PAGE HEREOF.
(C)
TRADE NAMES.
ANY AND ALL TRADE NAMES UNDER
WHICH HAYNES TRANSACTS ANY PART OF ITS BUSINESS, AND ALL FORMER NAMES OF HAYNES
USED SINCE 1986, ARE THOSE THAT HAVE BEEN PREVIOUSLY DISCLOSED TO TIMET IN
WRITING.
(D)
ACCURACY OF INFORMATION.
ALL INFORMATION,
CERTIFICATES, OR STATEMENTS GIVEN TO TIMET UNDER THIS AGREEMENT ARE TRUE AND
COMPLETE IN ALL MATERIAL RESPECTS.
16
11.
COVENANTS.
HAYNES COVENANTS AND AGREES WITH
TIMET THAT FROM AND AFTER THE DATE OF THIS AGREEMENT UNTIL THE DEBT OBLIGATIONS
ARE PAID IN FULL:
(A)
FURTHER DOCUMENTATION. AT ANY TIME AND FROM
TIME TO TIME, UPON THE WRITTEN REQUEST OF TIMET, AND AT HAYNES' SOLE EXPENSE,
HAYNES WILL PROMPTLY AND DULY EXECUTE AND DELIVER TO TIMET ANY AND ALL SUCH
FURTHER INSTRUMENTS AND DOCUMENTS AND TAKE SUCH FURTHER ACTION AS TIMET MAY
REASONABLY REQUEST FOR THE PURPOSE OF OBTAINING THE FULL BENEFITS OF THIS
AGREEMENT AND OF THE RIGHTS AND POWERS HEREIN GRANTED.
(B)
SALES OR DISPOSITIONS OF ASSETS.
HAYNES
WILL NOT SELL OR OTHERWISE DISPOSE OF OR ENCUMBER THE COLLATERAL, EXCEPT FOR
PERMITTED ENCUMBRANCES, WITHOUT THE WRITTEN CONSENT