Common use of Financing Statements; Further Assurances Clause in Contracts

Financing Statements; Further Assurances. Each Obligor hereby authorizes the Secured Party to file, transmit or communicate, as applicable, UCC financing statements and amendments in order to perfect the Secured Party's first priority security interest in the Collateral without such Obligor's signature to the extent permitted by applicable law; provided, however, that Secured Party shall, upon request, provide a copy of such filings to such Obligor. In addition to the foregoing, at any time upon the written request of the Secured Party, each Obligor shall promptly (i) execute (or cause to be executed) and deliver to the Secured Party, 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 Secured Party may reasonably request in form and substance satisfactory to the Secured Party, and/or (ii) perform any acts; in each case, 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 and under the other Transaction Documents that the Secured Party reasonably believes to be necessary as a result of any amendment to the Uniform Commercial Code in effect from time to time in the State of Delaware or the State of California (as the case may be, the "UCC"), provided, that any Additional Documents that require an 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. To the maximum extent permitted by applicable law, each Obligor hereby authorizes the Secured Party to execute any such Additional Documents in such Obligor's name and authorize the Secured Party to file such executed Additional Documents in any appropriate filing office. Each Obligor also hereby ratifies its authorization for the Secured Party to have filed in any jurisdiction the financing statements or amendments thereto filed prior to the date hereof (if any). Neither Obligor shall terminate, amend or file any correction statement with respect to any UCC financing statement filed pursuant to this Agreement without obtaining the prior written consent of the Secured Party. Each Obligor appoints the Secured Party as such Obligor's attorney-in-fact, with a power of attorney to execute on behalf of such Obligor such Additional Documents and other similar instruments as the Secured Party may from time to time deem necessary or desirable to protect or perfect the security interest in the Collateral. Such power of attorney is coupled with an interest and shall be irrevocable.

Financing Statements; Further Assurances. Each Obligor hereby authorizes the Secured Party Agent to file, transmit or communicate, as applicable, UCC financing statements and amendments (collectively, “Financing Statements”) in order to perfect the each Secured Party's ’s first priority security interest in the Collateral without such Obligor's ’s signature to the extent permitted by applicable law; provided, however, provided that Secured Party shall, upon request, provide a the Agent shall concurrently copy of such filings to Obligor on all such Obligorfilings. In addition to the foregoing, at any time upon the written request of the Secured PartyAgent, each such Obligor shall promptly (i) execute (or cause to be executed) and deliver to the Secured PartyAgent, any and all agreements, financing statementsFinancing Statements, certificates, instruments and other documents (the "“Additional Documents"”) upon which such Obligor's ’s signature may be required and that the Secured Party Agent may reasonably request in form and substance satisfactory to the Secured PartyAgent, and/or (ii) perform any acts; in each case, to perfect and continue perfected or better perfect the each Secured Party's ’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 Secured Party 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 State of Delaware or the State of California (as the case may be, the "“UCC"”), provided, that any Additional Documents that require an 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. To the maximum extent permitted by applicable law, each Obligor hereby authorizes the Secured Party to execute any such Additional Documents in such Obligor's name and authorize the Secured Party to file such executed Additional Documents in any appropriate filing office. Each Obligor also hereby ratifies its authorization for the Secured Party Agent to have filed in any jurisdiction the financing statements Financing Statements or amendments thereto filed prior to the date hereof (if any), copies of which have previously been provided to such Obligor. Neither No Obligor shall terminate, amend or file any correction statement with respect to any UCC financing statement Financing Statement filed pursuant to this Agreement without obtaining the prior written consent of Secured Parties holding at least a majority of the Secured PartyRegistrable Securities into which all of the Notes then outstanding are convertible (without regard to any limitation on such conversion). Each Obligor appoints the Secured Party Agent as such Obligor's ’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 not performed by such Obligor within two (2) Business Days of a request therefor by the Agent, such Additional Documents and other similar instruments as the Secured Party Agent may from time to time deem necessary or desirable to protect or perfect the security interest in the Collateral, 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. Such power of attorney is coupled with an interest and shall be irrevocable.

Financing Statements; Further Assurances. Each Obligor The Borrower hereby authorizes the Secured Party Agent to file, transmit or communicate, as applicable, UCC Uniform Commercial Code (“UCC”) financing statements and amendments (collectively, “Financing Statements”) in order to perfect the each Secured Party's ’s first priority security interest in the Collateral without such Obligor's the Borrower’s signature to the extent permitted by applicable law; provided, however, provided that Secured Party shall, upon request, provide a the Agent shall concurrently copy of the Borrower on all such filings to such Obligorfilings. In addition to the foregoing, at any time upon the written request of the Secured PartyAgent, each Obligor the Borrower shall promptly (i) execute (or cause to be executed) and deliver to the Secured PartyAgent, any and all agreements, financing statementsFinancing Statements, certificates, instruments and other documents (the "“Additional Documents"”) upon which such Obligor's the Borrower’s signature may be required and that the Secured Party Agent may reasonably request in form and substance satisfactory to the Secured PartyAgent, and/or (ii) perform any acts; in each case, to perfect and continue perfected or better perfect the each Secured Party's ’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 Secured Party Agent reasonably believes to be necessary as a result of any amendment to the Uniform Commercial Code UCC in effect from time to time in the State of Delaware or the State of California (as the case may be, the "UCC")any applicable jurisdiction, provided, that any Additional Documents that require an Obligor the Borrower to assume any new obligations shall be subject to the review and approval of such Obligorthe Borrower, such approval not to be unreasonably withheld or delayed. To the maximum extent permitted by applicable law, each Obligor hereby authorizes the Secured Party to execute any such Additional Documents in such Obligor's name and authorize the Secured Party to file such executed Additional Documents in any appropriate filing office. Each Obligor The Borrower also hereby ratifies its authorization for the Secured Party Agent to have filed in any jurisdiction the financing statements Financing Statements or amendments thereto filed prior to the date hereof (if any), copies of which have previously been provided to the Borrower. Neither Obligor The Borrower shall not terminate, amend or file any correction statement with respect to any UCC financing statement 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 it will join with the Agent in executing or authorizing and will file and refile, or permit the Agent to file and refile such financing statements, 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 United States Patent and Trademark Office, appropriate state trademark offices, and the United States Copyright Office), as the Agent may reasonably deem necessary or appropriate in order to perfect and preserve the rights and interests granted to the Secured PartyParties hereunder. Each Obligor The Borrower appoints the Secured Party Agent as such Obligor's the Borrower’s attorney-in-fact, with a power of attorney to execute and file in any appropriate filing office on behalf of such Obligor the Borrower, to the extent not performed by the Borrower within two (2) Business Days of a request therefor by the Agent, such Additional Documents and other similar instruments as the Secured Party Agent may from time to time deem necessary or desirable to protect or perfect the security interest in the Collateral, provided, that any Additional Documents that require the Borrower to assume any new obligations shall be subject to the review and approval of the Borrower, such approval not to be unreasonably withheld or delayed. Such power of attorney is coupled with an interest and shall be irrevocable.

Financing Statements; Further Assurances. Each 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 the Secured Party Agent to file, transmit or communicate, as applicable, UCC financing statements and amendments in order to perfect the each Secured Party's ’s first priority security interest in the Collateral without such the Obligor's ’s signature to the extent permitted by applicable law; provided, however, provided that Secured Party shall, upon request, provide a the Agent shall concurrently copy of the Obligor on all such filings to such Obligorfilings. In addition to the foregoing, at any time upon the written request of the Secured PartyAgent, each the Obligor shall promptly (i) execute (or cause to be executed) and deliver to the Secured PartyAgent, any and all agreements, financing statements, certificates, instruments and other documents (the "“Additional Documents"”) upon which such the Obligor's ’s signature may be required and that the Secured Party Agent may reasonably request in form and substance satisfactory to the Secured PartyAgent, and/or (ii) perform any actsacts (including, without limitation, causing the equity interests in EnerDel and GES to be certificated and delivered to the Agend); in each case, to perfect and continue perfected or better perfect the each Secured Party's ’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 Secured Party Agent reasonably believes to be necessary as a result of any amendment to the Uniform Commercial Code in effect from time to time in the State of Delaware or Florida (the State of California (as the case may be, the "“UCC"”), provided, that any Additional Documents that require an the Obligor to assume any new obligations shall be subject to the review and approval of such the Obligor, such approval not to be unreasonably withheld or delayed. To the maximum extent permitted by applicable law, each the Obligor hereby authorizes the Secured Party Agent to execute any such Additional Documents in such the Obligor's ’s name and authorize the Secured Party Agent to file such executed Additional Documents in any appropriate filing office, provided, that any Additional Documents that require the Obligor to assume any new obligations shall be subject to the review and approval of the Obligor, such approval not to be unreasonably withheld or delayed. Each The Obligor also hereby ratifies its authorization for the Secured Party 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. Neither The Obligor shall not terminate, amend or file any correction statement with respect to 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 Secured PartyRegistrable Securities into which all of the Debentures then outstanding are convertible (without regard to any limitation on such conversion). Each The Obligor appoints the Secured Party Agent as such the Obligor's ’s attorney-in-fact, with a power of attorney to execute on behalf of such the Obligor such Additional Documents and other similar instruments as the Secured Party Agent may from time to time deem necessary or desirable to protect or perfect the security interest in the Collateral, provided, that any Additional Documents that require the Obligor to assume any new obligations shall be subject to the review and approval of the Obligor, such approval not to be unreasonably withheld or delayed. Such power of attorney is coupled with an interest and shall be irrevocable.

Financing Statements; Further Assurances. Each Obligor The Debtor hereby authorizes the Secured Party to file, transmit transmit, or communicate, as applicable, UCC financing statements and amendments in order to perfect the Secured Party's first priority security interest in the Collateral without such Obligorthe Debtor's signature to the extent permitted by applicable 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; provided, however, that Secured Party shall, upon request, provide a copy such security interest shall be subordinated to the security interest granted to the holders of such filings to such Obligorthe Senior Debt. In addition to Notwithstanding the foregoing, at any time upon the written request of the Secured Party, each Obligor the Debtor shall promptly (i) execute (or cause to be executed) and deliver to the Secured Party, any and all agreements, financing statements, certificatesoriginal financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, endorsements or certificates of title, and all other instruments and other or documents (the "Additional Documents") upon which such Obligorthe Debtor's signature may be required and that the Secured Party may reasonably request in its discretion, in form and substance satisfactory to the Secured Party, and/or (ii) perform any acts; in each case, 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 and hereby, under the Purchase Agreement and/or any other Transaction Documents 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 reasonably believes to be necessary Party, as a result of any amendment to the Uniform Commercial Code in effect from time to time in the State of Delaware or the State of California (as the case may be, the "UCC"), provided, that any Additional Documents that require an 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. To the maximum extent permitted by applicable law, each Obligor the Debtor hereby authorizes the Secured Party to execute any such Additional Documents in such Obligorthe Debtor's name and authorize authorizes the Secured Party to file such executed Additional Documents in any appropriate filing office. Each Obligor The Debtor also hereby ratifies its authorization for the Secured Party to have filed in any jurisdiction the any financing statements or amendments thereto filed prior to the date hereof (if any)hereof. Neither Obligor The Debtor shall not terminate, amend or file any correction statement with respect to any UCC financing statement filed pursuant to this Agreement without obtaining the prior written consent of the Secured Party's prior written consent. Each Obligor The Debtor appoints the Secured Party as such Obligorthe Debtor's attorney-in-fact, with a power of attorney to execute on behalf of such Obligor the Debtor such Additional Documents and other similar instruments as the Secured Party may from time to time deem necessary or desirable to protect or perfect the security interest in the Collateral. Such power of attorney is coupled with an interest and shall be irrevocable.

Financing Statements; Further Assurances. Each Obligor (a) The Secured Party hereby: (i) will designate a representative of the Secured Party (the “Representative”) to act on behalf of the Secured Party as their representative in accordance with the terms of the Security Agreement with respect to the filing of any initial financing statements and amendments thereto, and any termination statements thereof; (ii) agree and consent that the Representative be named as the sole secured party on any and all financing statements and security agreements filed pursuant to this Security Agreement for the ratable benefit of the Secured Party; and (iii) agree that the Representative is authorized to file any and all terminations of such financing statements at such time or times as it determines is appropriate pursuant to the Security Agreement. (b) The Company hereby authorizes the Secured Party to fileto, transmit or communicate, as applicable, UCC financing statements and amendments in order to perfect at the Secured Party's first priority security interest in ’s option and without any obligation to do so, and regardless of whether the Collateral without such Obligor's signature to the extent permitted by applicable law; provided, however, that Secured Party shall, upon request, provide a copy of such filings to such Obligor. In addition to the foregoing, at any time upon the written request is in possession of the Secured Party, each Obligor shall promptly : (i) execute File or record any document necessary, convenient, required or reasonably advisable to perfect, continue, amend or terminate the security interest created under this Agreement, including, without limitation, any financing statements, pledge, mortgage, trust, assignments of credits including amendments, authorized to be filed under the UCC. The Company hereby consents to the filing of any documents previously filed or recorded by the Secured Party regarding the Collateral, including, without limitation, any and all previously filed financing statements; (ii) Enter the Company’s properties or facilities to inspect the Collateral at any reasonable time, provided that the Secured Party gives the Company notice within no more than seven (7) days nor less than twenty-four (24) hours of any inspection; however, no notice shall be required for any entry by the Secured Party in connection with the exercise of any available remedy upon breach of this Agreement; and (iii) Pay any costs reasonably necessary to obtain, preserve, maintain, defend and enforce the security interest created under this Agreement, and pay any amounts reasonably necessary to discharge encumbrances, maintain adequate insurance coverage and maintain compliance with applicable laws and ordinances affecting the Collateral, including, without limitation, the payment of taxes, assessments, and other charges required by law or contract, reasonable attorney fees and legal expenses and expenses associated with sale, repair or storage of all or any of the Collateral. Debtor agrees to reimburse the Secured Party on demand for any such payments made or costs incurred by the Secured Party and that such reimbursement obligation shall be a part of the Obligations. (c) Until the Obligations are paid and performed in full, the Company covenants and agrees that it will, at its own expense and upon the reasonable request of the Majority in Interest or the Security Agent if one has been duly appointed at such time, but in all cases subject to the rights of the grantees of the Permitted Liens: (i) after an Event of Default, file or cause to be executedfiled such applications and take such other actions as the Majority in Interest or a duly appointed Security Agent may reasonably request to obtain the consent or approval of any governmental authority to the rights of the Secured Party and the Security Agent hereunder, including, without limitation, the right to sell all the Collateral upon an Event of Default without additional consent or approval from such governmental authority; (ii) from time to time, either before or after an Event of Default, promptly execute and deliver to the Secured Partyduly appointed Security Agent all such other assignments, any certificates, supplemental documents, and all agreements, financing statements, certificates, instruments and do all other documents (acts or things as the "Additional Documents") upon which such Obligor's signature may be required and that the Secured Party Majority in Interest or duly appointed Security Agent may reasonably request in form and substance satisfactory order to the Secured Partymore fully create, and/or (ii) perform any acts; in each caseevidence, 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)perfect, continue, and in order to fully consummate all preserve the priority of the transactions contemplated hereby Security Interest and under to carry out the provisions of this Agreement; and (iii) either before or after an Event of Default, pay all filing fees in connection with any financing, continuation, or termination statement or other Transaction Documents that the Secured Party reasonably believes to be necessary as a result of any amendment to the Uniform Commercial Code in effect from time to time in the State of Delaware or the State of California (as the case may be, the "UCC"), provided, that any Additional Documents that require an 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. To the maximum extent permitted by applicable law, each Obligor hereby authorizes the Secured Party to execute any such Additional Documents in such Obligor's name and authorize the Secured Party to file such executed Additional Documents in any appropriate filing office. Each Obligor also hereby ratifies its authorization for the Secured Party to have filed in any jurisdiction the financing statements or amendments thereto filed prior to the date hereof (if any). Neither Obligor shall terminate, amend or file any correction statement instrument with respect to any UCC financing statement filed pursuant to this Agreement without obtaining the prior written consent of the Secured Party. Each Obligor appoints the Secured Party as such Obligor's attorney-in-fact, with a power of attorney to execute on behalf of such Obligor such Additional Documents and other similar instruments as the Secured Party may from time to time deem necessary or desirable to protect or perfect the security interest in the Collateral. Such power of attorney is coupled with an interest and shall be irrevocableSecurity Interest.

Financing Statements; Further Assurances. Each Obligor The Debtor hereby authorizes the Secured Party to file, transmit transmit, or communicate, as applicable, UCC financing statements and amendments in order to perfect the Secured Party's first priority security interest in the Collateral without such Obligorthe Debtor's signature to the extent permitted by applicable law; provided, howeverincluding, that Secured Party shallbut not limited to, upon request, provide a copy describing the Collateral as "all personal property of such filings to such Obligordebtor" or "all assets of debtor" or words of similar effect. In addition to Notwithstanding the foregoing, at any time upon the written request of the Secured Party, each Obligor the Debtor shall promptly (i) execute (or cause to be executed) and deliver to the Secured Party, any and all agreements, financing statements, certificatesoriginal financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, endorsements or certificates of title, and all other instruments and other or documents (the "Additional Documents") upon which such Obligorthe Debtor's signature may be required and that the Secured Party may reasonably request in its discretion, in form and substance satisfactory to the Secured Party, and/or (ii) perform any acts; in each case, 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 and hereby, under the Purchase Agreement and/or any other Transaction Documents 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 reasonably believes to be necessary Party, as a result of any amendment to the Uniform Commercial Code in effect from time to time in the State of Delaware or the State of California (as the case may be, the "UCC"), provided, that any Additional Documents that require an 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. To the maximum extent permitted by applicable law, each Obligor the Debtor hereby authorizes the Secured Party to execute any such Additional Documents in such Obligorthe Debtor's name and authorize authorizes the Secured Party to file such executed Additional Documents in any appropriate filing office. Each Obligor The Debtor also hereby ratifies its authorization for the Secured Party to have filed in any jurisdiction the any financing statements or amendments thereto filed prior to the date hereof (if any)hereof. Neither Obligor The Debtor shall not terminate, amend or file any correction statement with respect to any UCC financing statement filed pursuant to this Agreement without obtaining the prior written consent of the Secured Party's prior written consent. Each Obligor The Debtor appoints the Secured Party as such Obligorthe Debtor's attorney-in-fact, with a power of attorney to execute on behalf of such Obligor the Debtor such Additional Documents and other similar instruments as the Secured Party may from time to time deem necessary or desirable to protect or perfect the security interest in the Collateral. Such power of attorney is coupled with an interest and shall be irrevocable.