LICENSE, CHARTER OR LICENSE
AGREEMENT (INCLUDING ANY RECEIVABLES);
(II)
THE CAPITAL STOCK IN EXCESS OF 65% OF ANY FOREIGN
SUBSIDIARY THAT IS (A) ORGANIZED UNDER THE LAWS OF A JURISDICTION OUTSIDE OF THE
UNITED STATES AND (B) DIRECTLY OWNED BY ANY BORROWER (WITHOUT REGARD TO ANY
INDIRECT OWNERSHIP ATTRIBUTED TO THE BORROWERS); AND
(III)
THE TIMET COLLATERAL.
5.2
PERFECTION OF SECURITY INTERESTS.
(A)
BORROWERS IRREVOCABLY AND UNCONDITIONALLY AUTHORIZE AGENT
(OR ITS AGENT) TO FILE AT ANY TIME AND FROM TIME TO TIME SUCH FINANCING
STATEMENTS WITH RESPECT TO THE COLLATERAL NAMING AGENT AS THE SECURED PARTY AND
SUCH BORROWER AS DEBTOR, AS AGENT MAY REQUIRE, AND INCLUDING ANY OTHER
INFORMATION WITH RESPECT TO SUCH BORROWER OR OTHERWISE REQUIRED BY PART 5 OF
ARTICLE 9 OF THE UNIFORM COMMERCIAL CODE OF SUCH JURISDICTION AS AGENT MAY
DETERMINE, TOGETHER WITH ANY AMENDMENTS AND CONTINUATIONS WITH RESPECT THERETO,
WHICH AUTHORIZATION SHALL APPLY TO ALL FINANCING STATEMENTS FILED ON, PRIOR TO
OR AFTER THE DATE HEREOF.
SUCH FINANCING STATEMENTS MAY DESCRIBE THE COLLATERAL
IN THE SAME MANNER AS DESCRIBED HEREIN OR IN ANY SECURITY AGREEMENT OR PLEDGE
AGREEMENT ENTERED INTO BY THE PARTIES IN CONNECTION HEREWITH OR MAY CONTAIN AN
INDICATION OR DESCRIPTION OF COLLATERAL THAT DESCRIBES SUCH PROPERTY IN ANY
OTHER MANNER AS THE AGENT MAY DETERMINE, IN ITS SOLE DISCRETION, IS NECESSARY,
ADVISABLE OR PRUDENT TO ENSURE THE PERFECTION OF THE SECURITY INTEREST IN THE
COLLATERAL GRANTED TO THE AGENT IN CONNECTION HEREWITH OR THEREWITH.
EACH
BORROWER HEREBY RATIFIES AND APPROVES ALL FINANCING STATEMENTS NAMING AGENT OR
ITS DESIGNEE AS SECURED PARTY AND SUCH BORROWER AS DEBTOR WITH RESPECT TO THE
COLLATERAL (AND ANY AMENDMENTS WITH RESPECT TO SUCH FINANCING STATEMENTS) FILED
BY OR ON BEHALF OF AGENT PRIOR TO THE DATE HEREOF AND RATIFIES AND CONFIRMS THE
AUTHORIZATION OF AGENT TO FILE SUCH FINANCING STATEMENTS (AND AMENDMENTS, IF
ANY).
EACH BORROWER HEREBY AUTHORIZES AGENT TO ADOPT ON BEHALF OF SUCH BORROWER
ANY SYMBOL REQUIRED FOR AUTHENTICATING ANY ELECTRONIC FILING.
IN THE EVENT THAT
THE DESCRIPTION OF THE COLLATERAL IN ANY FINANCING STATEMENT NAMING AGENT OR ITS
DESIGNEE AS THE SECURED PARTY AND ANY BORROWER AS DEBTOR INCLUDES ASSETS AND
PROPERTIES OF SUCH BORROWER THAT DO NOT AT ANY TIME CONSTITUTE COLLATERAL,
WHETHER HEREUNDER, UNDER ANY OF THE OTHER FINANCING AGREEMENTS OR OTHERWISE, THE
FILING OF SUCH FINANCING STATEMENT SHALL NONETHELESS BE DEEMED AUTHORIZED BY
SUCH BORROWER TO THE EXTENT OF THE COLLATERAL INCLUDED IN SUCH DESCRIPTION AND
IT SHALL NOT RENDER THE FINANCING STATEMENT INEFFECTIVE AS TO ANY OF THE
COLLATERAL OR OTHERWISE AFFECT THE FINANCING STATEMENT AS IT APPLIES TO ANY OF
THE COLLATERAL.
IN NO EVENT SHALL ANY BORROWER AT ANY TIME FILE, OR PERMIT OR
CAUSE TO BE FILED, ANY CORRECTION STATEMENT OR TERMINATION STATEMENT
49
WITH RESPECT TO ANY FINANCING STATEMENT (OR AMENDMENT OR CONTINUATION WITH
RESPECT THERETO) NAMING AGENT OR ITS DESIGNEE AS SECURED PARTY AND SUCH BORROWER
AS DEBTOR, WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT OF AGENT.
(B)
EACH BORROWER DOES NOT HAVE ANY