Common use of Financing Statements; Further Assurances Clause in Contracts

Financing Statements; Further Assurances. Each Borrower hereby authorizes Lender to file a financing statement or statements in connection with the Account Collateral in the form required to properly perfect Lender’s security interest in the Account Collateral to the extent that it may be perfected by such a filing. Each Borrower agrees that at any time and from time to time, at the expense of Borrowers, such Borrower shall promptly execute and deliver all further instruments, and take all further action, that Lender may reasonably request, in order to perfect and protect the pledge, security interest and Lien granted or purported to be granted hereby, or to enable Lender to exercise and enforce Lender’s rights and remedies hereunder with respect to, the Collateral. Such financing statements may describe the collateral in the same manner as described 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 Lender may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to Lender in connection herewith, including, without limitation, describing such property as “all assets” or “all personal property” of Borrower whether now owned or hereafter acquired. From time to time, at the expense of Borrower, Borrower shall promptly execute and deliver all further instruments, and take all further action, that Lender may reasonably request, in order to continue the perfection and protection of the pledge and security interest granted or purported to be granted hereby.

Financing Statements; Further Assurances. Each Borrower Concurrently with the execution and delivery of this Agreement, the Oblgior shall deliver to the Agent all certificates representing capital stock and other equity securities of EnerDel owned by the Obligor. The Obligor shall deliver any additional certificates representing Collateral to the Agent promptly (but in no event later than two Business Days) upon receipt thereof. The Obligor hereby authorizes Lender the Agent to file a file, transmit or communicate, as applicable, UCC financing statement or statements and amendments in connection with the Account Collateral order to perfect each Secured Party’s first priority security interest in the Collateral without the Obligor’s signature to the extent permitted by applicable law, provided that the Agent shall concurrently copy the Obligor on all such filings. In addition to the foregoing, at any time upon the written request of the Agent, the Obligor shall promptly (i) execute (or cause to be executed) and deliver to the Agent, any and all agreements, financing statements, certificates, instruments and other documents (the “Additional Documents”) upon which the Obligor’s signature may be required and that the Agent may reasonably request in form required and substance satisfactory to properly the Agent, and/or (ii) perform any acts (including, without limitation, causing the equity interests in EnerDel and GES to be certificated and delivered to the Agend); in each case, to perfect Lenderand continue perfected or better perfect each Secured Party’s security interest in the Account Collateral (whether now owned or hereafter arising or acquired), and in order to fully consummate all of the transactions contemplated hereby and under the other Transaction Documents that the Agent reasonably believes to be necessary as a result of any amendment to the extent that it may be perfected by such a filing. Each Borrower agrees that at any time and Uniform Commercial Code in effect from time to timetime in the State of Florida (the “UCC”), at provided, that any Additional Documents that require the expense Obligor to assume any new obligations shall be subject to the review and approval of Borrowersthe Obligor, such Borrower shall promptly approval not to be unreasonably withheld or delayed. To the maximum extent permitted by applicable law, the Obligor hereby authorizes the Agent to execute any such Additional Documents in the Obligor’s name and deliver all further instrumentsauthorize the Agent to file such executed Additional Documents in any appropriate filing office, and take all further actionprovided, that Lender may reasonably requestany Additional Documents that require the Obligor to assume any new obligations shall be subject to the review and approval of the Obligor, in order to perfect and protect the pledge, security interest and Lien granted or purported such approval not to be granted herebyunreasonably withheld or delayed. The Obligor also hereby ratifies its authorization for the Agent to have filed in any jurisdiction the financing statements or amendments thereto filed prior to the date hereof (if any), copies of which have previously been provided to the Obligor. The Obligor shall not terminate, amend or to enable Lender to exercise and enforce Lender’s rights and remedies hereunder file any correction statement with respect toto any UCC financing statement filed pursuant to this Agreement without obtaining the prior written consent of Secured Parties holding at least a majority of the Registrable Securities into which all of the Debentures then outstanding are convertible (without regard to any limitation on such conversion). The Obligor appoints the Agent as the Obligor’s attorney-in-fact, with a power of attorney to execute on behalf of the Collateral. Such financing statements Obligor such Additional Documents and other similar instruments as the Agent may describe the collateral in the same manner as described in any security agreement from time to time deem necessary or pledge agreement entered into by the parties in connection herewith desirable to protect or may contain an indication or description of collateral that describes such property in any other manner as Lender may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of perfect the security interest in the collateral granted to Lender in connection herewithCollateral, including, without limitation, describing such property as “all assets” or “all personal property” of Borrower whether now owned or hereafter acquired. From time to time, at the expense of Borrower, Borrower shall promptly execute and deliver all further instruments, and take all further actionprovided, that Lender may reasonably request, in order any Additional Documents that require the Obligor to continue assume any new obligations shall be subject to the perfection review and protection approval of the pledge and security interest granted or purported Obligor, such approval not to be granted herebyunreasonably withheld or delayed. Such power of attorney is coupled with an interest and shall be irrevocable.

Financing Statements; Further Assurances. Each The Borrower hereby authorizes Lender the Agent to file a file, transmit or communicate, as applicable, Uniform Commercial Code (“UCC”) financing statement or statements and amendments (collectively, “Financing Statements”) in connection with the Account Collateral order to perfect each Secured Party’s first priority security interest in the Collateral without the Borrower’s signature to the extent permitted by applicable law, provided that the Agent shall concurrently copy the Borrower on all such filings. In addition to the foregoing, at any time upon the written request of the Agent, the Borrower shall promptly (i) execute (or cause to be executed) and deliver to the Agent, any and all agreements, Financing Statements, certificates, instruments and other documents (the “Additional Documents”) upon which the Borrower’s signature may be required and that the Agent may reasonably request in form required and substance satisfactory to properly the Agent, and/or (ii) perform any acts; in each case, to perfect Lenderand continue perfected or better perfect each Secured Party’s security interest in the Account Collateral (whether now owned or hereafter arising or acquired), and in order to fully consummate all of the transactions contemplated hereby and under the other Transaction Documents that the Agent reasonably believes to be necessary as a result of any amendment to the extent UCC in effect from time to time in any applicable jurisdiction, provided, that it may any Additional Documents that require the Borrower to assume any new obligations shall be perfected by subject to the review and approval of the Borrower, such a filingapproval not to be unreasonably withheld or delayed. Each The Borrower also hereby ratifies its authorization for the Agent to have filed in any jurisdiction the Financing Statements or amendments thereto filed prior to the date hereof (if any), copies of which have previously been provided to the Borrower. The Borrower shall not terminate, amend or file any correction statement with respect to any Financing Statement filed pursuant to this Agreement without obtaining the prior written consent of the Required Holders (as defined in the Notes). The Borrower agrees that at any time it will join with the Agent in executing or authorizing and from time will file and refile, or permit the Agent to timefile and refile such financing statements, at continuation statements and other documents (including, without limitation, this Security Agreement and licenses to use software and other property protected by copyright), in such offices (including, without limitation, the expense of BorrowersUnited States Patent and Trademark Office, such Borrower shall promptly execute and deliver all further instrumentsappropriate state trademark offices, and take all further actionthe United States Copyright Office), that Lender as the Agent may reasonably request, deem necessary or appropriate in order to perfect and protect preserve the pledge, security interest and Lien granted or purported to be granted hereby, or to enable Lender to exercise and enforce Lender’s rights and remedies hereunder interests granted to the Secured Parties hereunder. The Borrower appoints the Agent as the Borrower’s attorney-in-fact, with respect to, the Collateral. Such financing statements may describe the collateral in the same manner as described a power of attorney to execute and file in any security agreement or pledge agreement entered into appropriate filing office on behalf of the Borrower, to the extent not performed by the parties in connection herewith Borrower within two (2) Business Days of a request therefor by the Agent, such Additional Documents and other similar instruments as the Agent may from time to time deem necessary or may contain an indication desirable to protect or description of collateral that describes such property in any other manner as Lender may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of perfect the security interest in the collateral granted Collateral, provided, that any Additional Documents that require the Borrower to Lender in connection herewith, including, without limitation, describing such property as “all assets” or “all personal property” assume any new obligations shall be subject to the review and approval of Borrower whether now owned or hereafter acquired. From time to time, at the expense of Borrower, Borrower shall promptly execute and deliver all further instruments, and take all further action, that Lender may reasonably request, in order to continue the perfection and protection of the pledge and security interest granted or purported such approval not to be granted herebyunreasonably withheld or delayed. Such power of attorney is coupled with an interest and shall be irrevocable.

Financing Statements; Further Assurances. Each Borrower Obligor hereby authorizes Lender the Agent to file a file, transmit or communicate, as applicable, UCC financing statement or statements and amendments (collectively, “Financing Statements”) in connection with the Account Collateral order to perfect each Secured Party’s first priority security interest in the Collateral without such Obligor’s signature to the extent permitted by applicable law, provided that the Agent shall concurrently copy such Obligor on all such filings. In addition to the foregoing, at any time upon the written request of the Agent, such Obligor shall promptly (i) execute (or cause to be executed) and deliver to the Agent, any and all agreements, Financing Statements, certificates, instruments and other documents (the “Additional Documents”) upon which such Obligor’s signature may be required and that the Agent may reasonably request in form required and substance satisfactory to properly the Agent, and/or (ii) perform any acts; in each case, to perfect Lenderand continue perfected or better perfect each Secured Party’s security interest in the Account Collateral (whether now owned or hereafter arising or acquired), and in order to fully consummate all of the transactions contemplated hereby and under the other Transaction Documents that the Agent reasonably believes to be necessary as a result of any amendment to the Uniform Commercial Code in effect from time to time in any applicable jurisdiction (the “UCC”), provided, that any Additional Documents that require such Obligor to assume any new obligations shall be subject to the review and approval of such Obligor, such approval not to be unreasonably withheld or delayed. Each Obligor also hereby ratifies its authorization for the Agent to have filed in any jurisdiction the Financing Statements or amendments thereto filed prior to the date hereof (if any), copies of which have previously been provided to such Obligor. No Obligor shall terminate, amend or file any correction statement with respect to any Financing Statement filed pursuant to this Agreement without obtaining the prior written consent of Secured Parties holding at least a majority of the Registrable Securities into which all of the Notes then outstanding are convertible (without regard to any limitation on such conversion). Each Obligor appoints the Agent as such Obligor’s attorney-in-fact, with a power of attorney to execute and file in any appropriate filing office on behalf of such Obligor, to the extent that it may be perfected not performed by such Obligor within two (2) Business Days of a filing. Each Borrower agrees that at any time request therefor by the Agent, such Additional Documents and other similar instruments as the Agent may from time to time, at the expense of Borrowers, such Borrower shall promptly execute and deliver all further instruments, and take all further action, that Lender may reasonably request, in order time deem necessary or desirable to protect or perfect and protect the pledge, security interest and Lien granted or purported to be granted hereby, or to enable Lender to exercise and enforce Lender’s rights and remedies hereunder with respect to, the Collateral. Such financing statements may describe the collateral in the same manner as described 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 Lender may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to Lender in connection herewithCollateral, including, without limitation, describing such property as “all assets” or “all personal property” of Borrower whether now owned or hereafter acquired. From time to time, at the expense of Borrower, Borrower shall promptly execute and deliver all further instruments, and take all further actionprovided, that Lender may reasonably requestany Additional Documents that require such Obligor to assume any new obligations shall be subject to the review and approval of such Obligor, in order to continue the perfection and protection of the pledge and security interest granted or purported such approval not to be granted herebyunreasonably withheld or delayed. Such power of attorney is coupled with an interest and shall be irrevocable.

Financing Statements; Further Assurances. Each Borrower The Debtor hereby authorizes Lender the Secured Party to file a file, transmit, or communicate, as applicable, UCC financing statement or statements and amendments in connection with order to perfect the Account Collateral in the form required to properly perfect Lender’s Secured Party's first priority security interest in the Account Collateral without the Debtor's signature to the extent that it may be perfected permitted by such a filingapplicable law, including, but not limited to, describing the Collateral as "all personal property of debtor" or "all assets of debtor" or words of similar effect. Each Borrower agrees that Notwithstanding the foregoing, at any time upon the request of the Secured Party, the Debtor shall promptly execute (or cause to be executed) and deliver to the Secured Party, any and all financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, endorsements or certificates of title, and all other instruments or documents (the "Additional Documents") upon which the Debtor's signature may be required and that the Secured Party may request in its discretion, in form and substance satisfactory to the Secured Party, and/or perform any acts, to perfect and continue perfected or better perfect the Secured Party's security interest in the Collateral (whether now owned or hereafter arising or acquired), and in order to fully consummate all of the transactions contemplated hereby, under the Purchase Agreement and/or any other agreement or document related thereto (including, without limitation, any amendment to this Agreement or the Purchase Agreement that becomes necessary, in the sole discretion of the Secured Party, as a result of any amendment to the UCC). To the maximum extent permitted by applicable law, the Debtor hereby authorizes the Secured Party to execute any such Additional Documents in the Debtor's name and authorizes the Secured Party to file such executed Additional Documents in any appropriate filing office. The Debtor also hereby ratifies its authorization for the Secured Party to have filed in any jurisdiction any financing statements or amendments thereto filed prior to the date hereof. The Debtor shall not terminate, amend or file any correction statement with respect to any UCC financing statement filed pursuant to this Agreement without the Secured Party's prior written consent. The Debtor appoints the Secured Party as the Debtor's attorney-in-fact, with a power of attorney to execute on behalf of the Debtor such Additional Documents and other similar instruments as the Secured Party may from time to time, at the expense of Borrowers, such Borrower shall promptly execute and deliver all further instruments, and take all further action, that Lender may reasonably request, in order time deem necessary or desirable to protect or perfect and protect the pledge, security interest and Lien granted or purported to be granted hereby, or to enable Lender to exercise and enforce Lender’s rights and remedies hereunder with respect to, the Collateral. Such financing statements may describe the collateral in the same manner as described 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 Lender may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to Lender in connection herewith, including, without limitation, describing such property as “all assets” or “all personal property” Collateral. Such power of Borrower whether now owned or hereafter acquired. From time to time, at the expense of Borrower, Borrower attorney is coupled with an interest and shall promptly execute and deliver all further instruments, and take all further action, that Lender may reasonably request, in order to continue the perfection and protection of the pledge and security interest granted or purported to be granted herebyirrevocable.

Financing Statements; Further Assurances. Each Borrower The Guarantor hereby authorizes Lender the Agent to file a file, transmit or communicate, as applicable, UCC financing statement or statements and amendments in connection with the Account Collateral order to perfect each Secured Party’s first priority security interest in the Collateral without the Guarantor’s signature to the extent permitted by applicable law, provided that the Agent shall concurrently copy the Guarantor on all such filings. In addition to the foregoing, at any time upon the written request of the Agent, the Guarantor shall promptly (i) execute (or cause to be executed) and deliver to the Agent, any and all agreements, financing statements, certificates, instruments and other documents (the “Additional Documents”) upon which the Guarantor’s signature may be required and that the Agent may reasonably request in form required and substance satisfactory to properly the Agent, and/or (ii) perform any acts; in each case, to perfect Lenderand continue perfected or better perfect each Secured Party’s security interest in the Account Collateral (whether now owned or hereafter arising or acquired), and in order to fully consummate all of the transactions contemplated hereby and under the other Transaction Documents that the Agent reasonably believes to be necessary as a result of any amendment to the extent that it may be perfected by such a filing. Each Borrower agrees that at any time and Uniform Commercial Code in effect from time to timetime in the State of Florida (the “UCC”), at provided, that any Additional Documents that require the expense Guarantor to assume any new obligations shall be subject to the review and approval of Borrowersthe Guarantor, such Borrower shall promptly approval not to be unreasonably withheld or delayed. To the maximum extent permitted by applicable law, the Guarantor hereby authorizes the Agent to execute any such Additional Documents in the Guarantor’s name and deliver all further instrumentsauthorize the Agent to file such executed Additional Documents in any appropriate filing office, and take all further actionprovided, that Lender may reasonably requestany Additional Documents that require the Guarantor to assume any new obligations shall be subject to the review and approval of the Guarantor, in order to perfect and protect the pledge, security interest and Lien granted or purported such approval not to be granted herebyunreasonably withheld or delayed. The Guarantor also hereby ratifies its authorization for the Agent to have filed in any jurisdiction the financing statements or amendments thereto filed prior to the date hereof (if any), copies of which have previously been provided to the Guarantor. The Guarantor shall not terminate, amend or to enable Lender to exercise and enforce Lender’s rights and remedies hereunder file any correction statement with respect toto any UCC financing statement filed pursuant to this Agreement without obtaining the prior written consent of Secured Parties holding at least a majority of the Registrable Securities into which all of the Debentures then outstanding are convertible (without regard to any limitation on such conversion). The Guarantor appoints the Agent as the Guarantor’s attorney-in-fact, with a power of attorney to execute on behalf of the Collateral. Such financing statements Guarantor such Additional Documents and other similar instruments as the Agent may describe the collateral in the same manner as described in any security agreement from time to time deem necessary or pledge agreement entered into by the parties in connection herewith desirable to protect or may contain an indication or description of collateral that describes such property in any other manner as Lender may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of perfect the security interest in the collateral granted to Lender in connection herewithCollateral, including, without limitation, describing such property as “all assets” or “all personal property” of Borrower whether now owned or hereafter acquired. From time to time, at the expense of Borrower, Borrower shall promptly execute and deliver all further instruments, and take all further actionprovided, that Lender may reasonably request, in order any Additional Documents that require the Guarantor to continue assume any new obligations shall be subject to the perfection review and protection approval of the pledge and security interest granted or purported Guarantor, such approval not to be granted herebyunreasonably withheld or delayed. Such power of attorney is coupled with an interest and shall be irrevocable.

Financing Statements; Further Assurances. Each Borrower Obligor hereby authorizes Lender the Agent to file a file, transmit or communicate, as applicable, UCC financing statement or statements and amendments (collectively, "Financing Statements") in connection with the Account Collateral in the form required order to properly perfect Lender’s each Secured Party's first priority security interest in the Account Collateral without such Obligor's signature to the extent permitted by applicable law, provided that it may be perfected by the Agent shall concurrently copy such a filingObligor on all such filings. Each Borrower agrees that In addition to the foregoing, at any time upon the written request of the Agent, such Obligor shall promptly (i) execute (or cause to be executed) and deliver to the Agent, any and all agreements, Financing Statements, certificates, instruments and other documents (the "Additional Documents") upon which such Obligor's signature may be required and that the Agent may reasonably request in form and substance satisfactory to the Agent, and/or (ii) perform any acts; in each case, to perfect and continue perfected or better perfect each Secured Party's security interest in the Collateral (whether now owned or hereafter arising or acquired), and in order to fully consummate all of the transactions contemplated hereby and under the other Transaction Documents that the Agent reasonably believes to be necessary as a result of any amendment to the Uniform Commercial Code in effect from time to timetime in any applicable jurisdiction (the "UCC"), at provided, that any Additional Documents that require such Obligor to assume any new obligations shall be subject to the expense review and approval of Borrowerssuch Obligor, such Borrower approval not to be unreasonably withheld or delayed. Each Obligor also hereby ratifies its authorization for the Agent to have filed in any jurisdiction the Financing Statements or amendments thereto filed prior to the date hereof (if any), copies of which have previously been provided to such Obligor. No Obligor shall promptly terminate, amend or file any correction statement with respect to any Financing Statement filed pursuant to this Agreement without obtaining the prior written consent of Secured Parties holding at least a majority of the Registrable Securities into which all of the Debentures then outstanding are convertible (without regard to any limitation on such conversion). Each Obligor appoints the Agent as such Obligor's attorney-in-fact, with a power of attorney to execute and deliver all further instruments, and take all further action, that Lender may reasonably request, in order to perfect and protect the pledge, security interest and Lien granted or purported to be granted hereby, or to enable Lender to exercise and enforce Lender’s rights and remedies hereunder with respect to, the Collateral. Such financing statements may describe the collateral in the same manner as described file in any security agreement or pledge agreement entered into appropriate filing office on behalf of such Obligor, to the extent not performed by such Obligor within two (2) Business Days of a request therefor by the parties in connection herewith Agent, such Additional Documents and other similar instruments as the Agent may from time to time deem necessary or may contain an indication desirable to protect or description of collateral that describes such property in any other manner as Lender may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of perfect the security interest in the collateral granted to Lender in connection herewithCollateral, including, without limitation, describing such property as “all assets” or “all personal property” of Borrower whether now owned or hereafter acquired. From time to time, at the expense of Borrower, Borrower shall promptly execute and deliver all further instruments, and take all further actionprovided, that Lender may reasonably requestany Additional Documents that require such Obligor to assume any new obligations shall be subject to the review and approval of such Obligor, in order to continue the perfection and protection of the pledge and security interest granted or purported such approval not to be granted herebyunreasonably withheld or delayed. Such power of attorney is coupled with an interest and shall be irrevocable.