OFFICE IN THE FORM SUBSTANTIALLY SIMILAR TO THAT OF
EXHIBIT D AND EXHIBIT E, PERFECTED LIENS ON ALL COLLATERAL, WHICH ARE PRIOR TO
ALL OTHER LIENS ON SUCH COLLATERAL AND WHICH ARE ENFORCEABLE AS SUCH AGAINST ALL
CREDITORS OF THE GRANTOR.
(C)
CHIEF EXECUTIVE OFFICE.
THE GRANTOR'S
CHIEF EXECUTIVE OFFICE AND CHIEF PLACE OF BUSINESS IS LOCATED AT 140 UNION
SQUARE DRIVE, NEW HOPE, PA 18938.
(D)
AUTHORITY.
THE GRANTOR HAS FULL POWER,
AUTHORITY AND LEGAL RIGHT TO ENTER INTO THIS PATENT AND TRADEMARK SECURITY
AGREEMENT AND TO GRANT THE SECURED PARTIES THE LIEN ON THE COLLATERAL PURSUANT
TO THIS PATENT AND TRADEMARK SECURITY AGREEMENT.
(E)
DUE EXECUTION AND DELIVERY.
THIS PATENT
AND TRADEMARK SECURITY AGREEMENT HAS BEEN DULY EXECUTED AND DELIVERED BY THE
GRANTOR AND CONSTITUTES A LEGAL, VALID AND BINDING OBLIGATION OF THE GRANTOR
ENFORCEABLE IN ACCORDANCE WITH ITS TERMS.
(F)
NO VIOLATION.
THE EXECUTION, DELIVERY
AND PERFORMANCE OF THIS PATENT AND TRADEMARK SECURITY AGREEMENT WILL NOT VIOLATE
ANY PROVISION OF ANY APPLICABLE LAW OR REGULATION OR OF ANY ORDER, JUDGMENT,
WRIT, AWARD OR DECREE OF ANY COURT, ARBITRATOR OR GOVERNMENTAL AUTHORITY,
DOMESTIC OR FOREIGN, OR OF ANY SECURITIES ISSUED BY THE GRANTOR, OR OF ANY
MORTGAGE, INDENTURE, LEASE, CONTRACT OR OTHER AGREEMENT, INSTRUMENT OR
UNDERTAKING TO WHICH THE GRANTOR IS A PARTY OR WHICH PURPORTS TO BE BINDING UPON
THE GRANTOR OR UPON ANY OF ITS ASSETS AND WILL NOT RESULT IN THE CREATION OR
IMPOSITION OF ANY LIEN ON ANY OF THE ASSETS OF THE GRANTOR EXCEPT AS
CONTEMPLATED BY THIS PATENT AND TRADEMARK SECURITY AGREEMENT AND THE SECURITY
AGREEMENT.
(G)
NO CONSENT OR APPROVAL.
NO CONSENT, FILING,
APPROVAL, REGISTRATION, RECORDING, OR OTHER ACTION IS REQUIRED (X) FOR THE GRANT
BY THE GRANTOR OF THE LIEN ON THE COLLATERAL PURSUANT TO THIS PATENT AND
TRADEMARK SECURITY AGREEMENT OR FOR THE EXECUTION, DELIVERY OR PERFORMANCE OF
THIS PATENT AND TRADEMARK SECURITY AGREEMENT BY THE GRANTOR, OR (Y) TO PERFECT
THE LIEN PURPORTED TO BE CREATED BY THIS PATENT AND TRADEMARK SECURITY
AGREEMENT.
(H)
VALIDITY OF COLLATERAL.
TO THE KNOWLEDGE OF
THE GRANTOR, ALL OF THE COLLATERAL IS SUBSISTING AND IS VALID.
(I)
ORGANIZATION.
THE GRANTOR IS A
CORPORATION DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS
OF THE STATE OF NEVADA AND DULY QUALIFIED AND IN GOOD STANDING IN
5
EVERY OTHER STATE OR JURISDICTION IN WHICH THE NATURE OF THE GRANTOR'S BUSINESS
OR THE OWNERSHIP OF ITS ASSETS REQUIRES SUCH QUALIFICATION, EXCEPT WHERE THE
FAILURE TO BE SO QUALIFIED WOULD NOT HAVE A MATERIAL ADVERSE EFFECT ON THE
GRANTOR OR THE COLLATERAL.
4.
COVENANTS.
THE GRANTOR COVENANTS AND
AGREES WITH THE SECURED PARTIES THAT FROM AND AFTER THE DATE OF THIS PATENT AND
TRADEMARK SECURITY AGREEMENT UNTIL THE PAYMENT OR PERFORMANCE IN FULL BY THE
GRANTOR OF ALL OF ITS OBLIGATIONS:
(A)
FURTHER DOCUMENTATION.
AT ANY TIME AND
FROM TIME TO TIME, UPON THE WRITTEN REQUEST OF THE SECURED PARTIES, AND AT THE
SOLE EXPENSE OF THE GRANTOR, THE GRANTOR WILL PROMPTLY