OR BY REASON OF THIS AGREEMENT OR THE
EXERCISE OF RIGHTS OR REMEDIES HEREUNDER.
HAYNES SHALL AND DOES HEREBY AGREE TO
INDEMNIFY AND DEFEND TIMET FOR, AND TO HOLD TIMET HARMLESS FROM, ANY AND ALL
LIABILITY, LOSS OR DAMAGE WHICH MAY OR MIGHT BE INCURRED BY TIMET UNDER ANY SUCH
AGREEMENT OR UNDER OR BY REASON OF THIS AGREEMENT OR THE EXERCISE OF RIGHTS OR
REMEDIES HEREUNDER AND FROM ANY AND ALL CLAIMS AND DEMANDS WHATSOEVER WHICH MAY
BE ASSERTED AGAINST TIMET BY REASON OF ANY ALLEGED OBLIGATIONS OR UNDERTAKINGS
ON ITS PART TO PERFORM OR DISCHARGE ANY OF THE TERMS, COVENANTS OR AGREEMENTS
CONTAINED IN ANY SUCH AGREEMENT, REGARDLESS OF WHETHER SUCH LIABILITY, LOSS,
DAMAGE, CLAIMS OR DEMANDS ARE THE RESULT OF 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.
SHOULD TIMET INCUR ANY
SUCH LIABILITY, THE AMOUNT THEREOF, INCLUDING COSTS, EXPENSES AND REASONABLE
ATTORNEY'S FEES, SHALL BE SECURED HEREBY AND HAYNES SHALL REIMBURSE TIMET WITHIN
TEN (10) DAYS AFTER WRITTEN DEMAND THEREFOR.
NOTHING IN THIS SECTION 8(B)(II)
SHALL IMPOSE ANY DUTY, OBLIGATION OR RESPONSIBILITY UPON TIMET FOR THE CONTROL,
CARE, MANAGEMENT OR REPAIR OF THE OPERATING ASSETS, NOR FOR THE CARRYING OUT OF
ANY OF THE TERMS AND CONDITIONS OF ANY SUCH AGREEMENT; NOR SHALL IT OPERATE TO
MAKE TIMET RESPONSIBLE OR LIABLE FOR ANY WASTE COMMITTED ON THE OPERATING ASSETS
BY ANY PARTIES OR FOR ANY DANGEROUS OR DEFECTIVE CONDITION OF THE OPERATING
ASSETS, OR FOR ANY NEGLIGENCE IN THE MANAGEMENT, UPKEEP, REPAIR OR CONTROL OF
THE
12
OPERATING ASSETS RESULTING IN LOSS OR INJURY OR DEATH TO ANY LICENSEE, EMPLOYEE
OR STRANGER OR ANY STRICT LIABILITY.
HAYNES HEREBY ASSENTS TO, RATIFIES AND
CONFIRMS ANY AND ALL ACTIONS OF TIMET WITH RESPECT TO THE OPERATING ASSETS TAKEN
UNDER THIS SECTION 8(B)(II), OTHER THAN ANY ACTIONS CONSTITUTING TIMET'S GROSS
NEGLIGENCE, WILLFUL MISCONDUCT, FRAUD, BAD FAITH OR ILLEGAL ACTION.
FOR
PURPOSES OF THIS PARAGRAPH, THE TERM "TIMET" SHALL INCLUDE THE DIRECTORS,
OFFICERS, EMPLOYEES, ATTORNEYS AND AGENTS OF TIMET AND ANY PERSONS OR ENTITIES
OWNED OR CONTROLLED BY, OWNING OR CONTROLLING, OR UNDER COMMON CONTROL OR
AFFILIATED WITH TIMET.
(III)
IN ADDITION TO ALL OTHER REMEDIES HEREIN
PROVIDED FOR, HAYNES AGREES THAT UPON A DEFAULT OR AN ACCELERATION EVENT, AND
PROVIDED THAT ANY ACCESS UNDER A RIGHT OF ACCESS IS NOT CONTINUING, TIMET SHALL
AS A MATTER OF RIGHT BE ENTITLED TO THE APPOINTMENT OF A RECEIVER OR RECEIVERS
FOR ALL OR ANY PART OF THE OPERATING ASSETS, WHETHER SUCH RECEIVERSHIP BE
INCIDENT TO A PROPOSED SALE OF SUCH ASSETS OR OTHERWISE, AND WITHOUT REGARD TO
THE VALUE OF THE OPERATING ASSETS OR THE SOLVENCY OF ANY PERSON OR PERSONS
LIABLE FOR THE PAYMENT OF THE DEBT OBLIGATIONS SECURED HEREBY, AND HAYNES DOES
HEREBY CONSENT TO THE APPOINTMENT OF SUCH RECEIVER OR RECEIVERS, WAIVES ANY AND
ALL DEFENSES TO SUCH APPOINTMENT AND AGREES NOT TO OPPOSE ANY APPLICATION
THEREFOR BY