(III)
SUBJECT TO TIMET'S OR ITS DESIGNEE'S RIGHT
TO USE AND OCCUPY THE OPERATING ASSETS DURING AN ACCESS PERIOD, AFFORD HAYNES
ANY ACCESS REQUESTED BY HAYNES TO THE OPERATING ASSETS PROVIDED THAT SUCH ACCESS
DOES NOT IN ANY MATERIAL WAY INTERFERE WITH THE PERFORMANCE OF THE TITANIUM
CONVERSION SERVICES.
(C)
IF TIMET INVOKES ITS RIGHT OF ACCESS FOR
ITSELF OR ITS DESIGNEE(S):
(I)
HAYNES SHALL USE COMMERCIALLY-REASONABLE
EFFORTS TO CONTINUE TO EMPLOY THOSE OF ITS EMPLOYEES THAT TIMET DETERMINES ARE
NECESSARY OR APPROPRIATE TO PERFORM THE TITANIUM CONVERSION SERVICES;
(II)
IF TIMET IS REQUIRED TO RETAIN PERSONNEL
TO PERFORM TITANIUM CONVERSION SERVICES OR INCURS ANY OTHER COSTS OR EXPENSES TO
PERFORM HAYNES' OBLIGATIONS UNDER THE CONVERSION AGREEMENT, ALL SUCH PERSONNEL
AND OTHER COSTS AND EXPENSES SHALL BE CREDITED AGAINST THE PAYMENTS DUE TO
HAYNES UNDER THE CONVERSION AGREEMENT; PROVIDED, HOWEVER, THAT SUCH CREDITS IN A
SINGLE WEEK MAY NOT EXCEED THE WEEKLY AVERAGE COST TO HAYNES IN THE PRIOR FISCAL
YEAR FOR SIMILAR PERSONNEL AND COST AND EXPENSES, AND ANY SUCH EXCESS SHALL BE
THE SOLE RESPONSIBILITY OF TIMET.
8
(III)
HAYNES SHALL INDEMNIFY, DEFEND AND HOLD
TIMET, ITS DESIGNEE(S) AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND
AGENTS HARMLESS FROM ANY AND ALL CLAIMS TO THE EXTENT SUCH CLAIMS (1) ARISE OR
ACCRUE PRIOR TO THE COMMENCEMENT OF AN ACCESS PERIOD OR (2) ARISE OR ACCRUE
DURING AN ACCESS PERIOD AND ARE NOT COVERED BY SECTION 4(B)(II).
(D)
RIGHT TO TERMINATE.
TIMET SHALL HAVE THE
ABSOLUTE RIGHT TO TERMINATE THE RIGHT OF ACCESS UPON TWENTY (20) DAYS' WRITTEN
NOTICE TO HAYNES.
HAYNES SHALL HAVE THE RIGHT TO CURE A HAYNES BANKRUPTCY EVENT
OR SECURED FACILITY EVENT THE OCCURRENCE OF WHICH GAVE RISE TO THE RIGHT OF
ACCESS.
UPON THE COMPLETION OF SUCH CURE AND HAYNES' PROVIDING NOTICE THEREOF
TO TIMET ALONG WITH EVIDENCE THAT SUCH HAYNES BANKRUPTCY EVENT OR SECURED
FACILITY EVENT, AS THE CASE MAY BE, HAS BEEN CURED IN FORM REASONABLY
SATISFACTORY TO TIMET, THE RIGHT OF ACCESS SHALL BE DEEMED TERMINATED.
NOTWITHSTANDING THE FOREGOING, TIMET SHALL HAVE THE ABSOLUTE RIGHT TO REINVOKE
THE RIGHT OF ACCESS AT ANY TIME AFTER THE OCCURRENCE OF A SUBSEQUENT HAYNES
BANKRUPTCY EVENT OR SECURED FACILITY EVENT GIVING RISE TO THE RIGHT OF ACCESS BY
DELIVERING WRITTEN NOTICE TO HAYNES INDICATING TIMET'S INTENTION TO REINVOKE THE
RIGHT OF ACCESS.
(E)
IRREPARABLE HARM; LIMITATION OF NOTICE.
HAYNES ACKNOWLEDGE THAT TIMET MAY SUFFER IRREPARABLE HARM IF TIMET INVOKES THE
RIGHT OF ACCESS AND HAYNES FAILS TO COOPERATE WITH TIMET IN ALLOWING TIMET TO
EXERCISE THE RIGHT OF ACCESS UNDER THIS AGREEMENT OR IF TIMET IS OTHERWISE
PREVENTED FROM EXERCISING SUCH RIGHT.
ACCORDINGLY, PROVIDED THAT HAYNES
RECEIVES AT LEAST FORTY-EIGHT (48) HOURS' ACTUAL NOTICE OF ANY REQUEST FOR
HEARINGS IN CONNECTION WITH PROCEEDINGS INSTITUTED BY TIMET, HAYNES WAIVES, TO
THE FULLEST EXTENT POSSIBLE UNDER APPLICABLE LAW, THE RIGHT TO NOTICE IN EXCESS
OF FORTY-EIGHT (48) HOURS IN CONNECTION WITH ANY JUDICIAL PROCEEDINGS INSTITUTED
BY TIMET TO ENFORCE THE RIGHT OF ACCESS.
5.
LICENSE.
HAYNES