AN EVENT OF DEFAULT (AS DEFINED IN THE CONVERSION AGREEMENT) OR TIMET'S
EXERCISE OF ITS RIGHTS UNDER SECTION 8(B) OF THIS AGREEMENT, THE ENTIRE UNEARNED
PORTION OF THE FEE SHALL BE DEEMED FULLY EARNED BY HAYNES AND NONREFUNDABLE TO
TIMET.
13.
LESSOR ACKNOWLEDGMENTS.
UPON THE REQUEST OF
TIMET, HAYNES WILL USE COMMERCIALLY REASONABLE EFFORTS TO DELIVER TO TIMET
ACKNOWLEDGEMENTS OF THE LESSORS OF LEASED OPERATING ASSETS TO TIMET'S RIGHTS
HEREUNDER, IN THE FORM ATTACHED HERETO AS SCHEDULE 13.
14.
TERM. THE RIGHTS GRANTED TO TIMET UNDER THIS
AGREEMENT SHALL CONTINUE UNTIL THE EXPIRATION OF THE TERM OF THE CONVERSION
AGREEMENT.
15.
CONFIDENTIAL INFORMATION AND DATA.
WITHOUT
LIMITING TIMET'S RIGHTS UNDER THIS AGREEMENT, TO THE EXTENT THE OPERATING ASSETS
INCLUDE, OR TIMET OR ITS DESIGNEE(S) OTHERWISE COMES INTO POSSESSION OF OR
BECOMES AWARE OF, HAYNES' TRADE SECRETS OR PROPRIETARY INFORMATION DURING
TIMET'S EXERCISE OF THE RIGHT OF ACCESS, TIMET AND ITS DESIGNEE(S) MUST (A) KEEP
THE INFORMATION, DATA, AND TRADE SECRETS CONFIDENTIAL; AND (B) ONLY USE THE
INFORMATION, DATA, AND TRADE SECRETS DURING AN ACCESS PERIOD IN CONNECTION WITH
PERFORMING THE TITANIUM CONVERSION SERVICES.
THE PROVISIONS OF THIS SECTION 15
SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.
TIMET ACKNOWLEDGES AND AGREES
THAT HAYNES WILL SUFFER IRREPARABLE HARM IF TIMET OR ITS DESIGNEE(S) VIOLATE OR
BREACH THEIR OBLIGATIONS UNDER THIS SECTION 15.
TIMET AGREES THAT HAYNES SHALL
BE ENTITLED TO INJUNCTIVE RELIEF (BOTH PROHIBITIVE AND MANDATORY) IN CONNECTION
WITH ANY VIOLATIONS BY TIMET OR ITS DESIGNEE(S) OF THEIR OBLIGATIONS UNDER THIS
SECTION 15.
16.
INDEMNIFICATION.
HAYNES SHALL INDEMNIFY
TIMET AND EACH OF ITS AFFILIATES AND DESIGNEES AND THEIR RESPECTIVE OFFICERS,
DIRECTORS, EMPLOYEES, ATTORNEYS, AND AGENTS FROM, AND HOLD EACH OF THEM HARMLESS
AGAINST, ANY AND ALL CLAIMS WHICH ANY OF THEM MAY BECOME SUBJECT WHICH DIRECTLY
OR INDIRECTLY ARISE FROM OR RELATE TO (A)
TIMET'S EXERCISE OF ANY RIGHTS OR
REMEDIES SET FORTH IN THE TRANSACTION DOCUMENTS, (B) ANY BREACH BY HAYNES OF ANY
REPRESENTATION, WARRANTY, COVENANT, OR OTHER AGREEMENT CONTAINED IN ANY OF THE
TRANSACTION DOCUMENTS, (C) THE PRESENCE, RELEASE, THREATENED RELEASE, DISPOSAL,
REMOVAL, OR CLEANUP OF ANY HAZARDOUS MATERIAL LOCATED ON, ABOUT, WITHIN, OR
AFFECTING ANY OF THE PROPERTIES OR ASSETS OF HAYNES, OR (D) ANY INVESTIGATION,
LITIGATION, OR OTHER PROCEEDING, INCLUDING, WITHOUT LIMITATION, ANY THREATENED
INVESTIGATION, LITIGATION, OR OTHER PROCEEDING, RELATING TO ANY OF THE
FOREGOING; PROVIDED THAT SUCH INDEMNITY SHALL NOT BE AVAILABLE TO THE EXTENT
THAT SUCH LOSSES, LIABILITIES, CLAIMS, DAMAGES, PENALTIES, JUDGMENTS,
DISBURSEMENTS, COSTS, EXPENSES OR FEES RESULTED FROM THE GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT OF TIMET OR ANY OTHER INDEMNITEE.
WITHOUT LIMITING ANY
PROVISION OF THIS AGREEMENT OR OF ANY OTHER TRANSACTION DOCUMENT, IT IS THE
EXPRESS INTENTION OF THE PARTIES HERETO THAT EACH PERSON TO BE INDEMNIFIED UNDER
THIS SECTION
18
SHALL BE INDEMNIFIED FROM AND HELD HARMLESS AGAINST ANY AND ALL CLAIMS ARISING
OUT OF OR RESULTING FROM THE SOLE OR CONTRIBUTORY NEGLIGENCE OF SUCH PERSON.
17.
SEVERABILITY.
SHOULD ANY PROVISION OF THIS
AGREEMENT BE HELD INVALID, PROHIBITED OR UNENFORCEABLE IN ANY