REVOLVING CREDIT LOAN AGREEMENT

This Revolving Credit Loan Agreement (this “ Agreement ”) dated as of April 30, 2009 (the “ Execution Date ”) and effective as of May 1, 2009 (the “ Effective Date ”), is made and entered into by and among IP GLOBAL INVESTORS LTD., a Nevada corporation (the “ Lender ”), located at 499 N. Canon, Beverly Hills, CA 90210; and FUND.COM INC. , a Delaware corporation (the “Borrower ”), located at 14 Wall Street, New York, New York 10005; and certain of the Subsidiaries of the Borrower who have executed this Agreement on the signature page hereof (the “ Subsidiaries ”).  The Lender,  the Borrower and the Subsidiaries are hereinafter sometimes referred to individually as a “ Party ” and collectively as “ Parties ”.

A.           The Borrower desires to receive loans and advances from the Lender (the “ Advances ”) for the purpose of obtaining additional working capital for its business; and

B.           The Lender is willing to make Advances to the Borrower of up to “ Maximum Advances ” (as hereinafter defined) all upon the terms and subject to the conditions hereinafter set forth.

NOW, THEREFORE , in consideration of the foregoing recitals, the following mutual and respective covenants and agreements of the Parties, intending to be legally bound, the Parties agree as follows:

1.             Definitions. Except as otherwise specifically indicated, the following terms shall have the following meanings in this Agreement (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

“ Accounts ” shall mean all “accounts” (as defined in the UCC) of Borrower and its Subsidiaries (or, if referring to another Person, of such other Person) that relates to the operation of the businesses of Borrower and each of its Subsidiaries, as now conducted or may hereafter be conducted until all of the Obligations shall have been paid and satisfied, including without limitation, accounts, accounts receivables, monies due or to become due and obligations in any form (whether arising in connection with contracts, contract rights, Instruments, General Intangibles or Chattel Paper), in each case whether arising out of goods sold or services rendered or from any other transaction and whether or not earned by performance, now or hereafter in existence, and all documents of title or other documents representing any of the foregoing, and all collateral security and guaranties of any kind, now or hereafter in existence, given by any Person with respect to any of the foregoing ; provided however that the definition of Accounts shall not include any of the securities or collateral as is contemplated by (i) that certain Securities Purchase Agreement dated as of April 7, 2009 by and between the Borrower and National Holdings Corporation and all related documents thereto (the “SPA”); (ii) that certain Demand Promissory Note dated as of April 7, 2009 by and between the Borrower and Global Asset Fund Limited (“ GAF ”) and all related documents thereto, and (iii) that certain securities purchase agreement by and between the Borrower, Amalphis Group, Inc. and GAF (the “Amalphis Transaction Documents” and together with the SPA and the GAF Note, the “NHC-GAF Collateral”).

“ Account Debtor ” shall mean any Person who is obligated under an Account.

                “ AdvisorShares ” means AdvisorShares LLC, a partially owned subsidiary of the Borrower which is not a party to this Agreement or the other Transaction Documents.

“ Affiliate ” means, with respect to any particular Person means any other Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by or under common control with such Person.  For purposes of this definition, “ control ” (including the terms “ controlling ,” “ controlled by ” and “ under common control with ”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“ Advances ” means periodic loans and advances made from time to time by the Lender under this Agreement to the Borrower following the receipt of a Borrowing Report.

“ Business Day ” means a day, other than a Saturday, Sunday or holiday, on which banks in New York City are open for the general transaction of business.

“ Borrowing Report ” means a report, in substantially the form of Exhibit A annexed hereto and made a part hereof,  to be delivered to the Lender by the Borrower prior to or in connection with each request for an Advance under this Agreement, setting forth, inter alia (a) the date by which the Borrower needs the Funds, which must be a Business Day, (b) the requested Advance amount (c) the purpose and use of the Funds to be received from the Advance, including the name of the Person to whom payments will be made by the Borrower, (d) delivery instructions for the Advance, and (e) such other information as the Lender may, from time to time, reasonably request as is necessary for the Lender to issue the Advance to the Borrower.

“ Certificate of Deposit ”  means the restricted certificate of deposit maturing in approximately eighteen months (the “ CD Maturity Date ”) in the amount of Twenty Million Dollars ($20,000,000) issued by Global Bank of Commerce Limited and constituting as asset of the Borrower.

“ CD Release Fee ” means that number of shares of the authorized and previously unissued shares of Common Stock of the Borrower determined by dividing (a) $1,343,000, by (b) the Conversion Price.

                “ Closing Date ” means the date of execution and delivery of this Agreement and all other Transaction Documents and the funding of the initial Advance by the Lender.

“ Collateral ” shall have the meaning defined in Section 6 of this Agreement.

“ Common Stock ” means the shares of common stock of the Borrower, $0.001 par value per share.

“ Conversion Price ” means sixty cent ($0.60) per share, subject to adjustment as provided in the Note.

“ Conversion Shares ” means the number of shares of Common Stock of the Borrower issuable upon conversion of any or all of the Note.

“ Exercise Price ” means sixty cent ($0.60) per share, subject to adjustment as provided in the Warrant.

“ Funds ” means the United States Dollars that the Lender provides to the Borrower as Advances.

“ GAF Note ” means the Borrower’s $18,000 note, issued in December 2008, originally payable to Global Asset Fund, Ltd. (“ GAF ”), but which Lender purchased from Global Asset Fund, Ltd.

“ Governmental Authority ” shall mean any federal, state, municipal, national, local or other governmental department, court, commission, board, bureau, agency or instrumentality or political subdivision thereof, or any entity or officer exercising executive, legislative or judicial, regulatory or administrative functions of or pertaining to any government or any court, in each case, whether of the United States or a state, territory or possession thereof, a foreign sovereign entity or country or jurisdiction or the District of Columbia.

“ Guarantors ” means each of the Subsidiaries of the Borrower.

“ Guaranty Agreement ” means the guaranty of each of the Guarantors of the Obligations, as set forth in the guaranty agreement annexed hereto as Exhibit B and made a part hereof.

“ Insolvency Event ” occurs, with respect to the Borrower or any Guarantor, when such Entity: (a) is dissolved, becomes insolvent, generally fails to pay or admits in writing, its inability generally to pay its debts as they become due; (b) makes a general assignment, arrangement or composition agreement with or for the benefit of its creditors; or (c) files a petition in bankruptcy or institutes any action under federal or state law for relief from debts or seeks or consents to the appointment of an administrator, receiver, custodian, or similar entity for the winding up of its business (or has such a petition or action filed against it and such petition, action or appointment is not dismissed or stayed within 50 days).

“ Intellectual Property ” shall mean all present and future:  trade secrets, know-how and other proprietary information; Trademarks, internet domain names (including, without limitation, the domain name “www.fund.com”), service marks, trade dress, trade names, business names, designs, logos, slogans (and all translations, adaptations, derivations and combinations of the foregoing) indicia and other source and/or business identifiers, and the goodwill of the business relating thereto and all registrations or applications for registrations which have heretofore been or may hereafter be issued thereon throughout the world; Copyrights (including Copyrights for computer programs) and all tangible and intangible property embodying the Copyrights, unpatented inventions (whether or not patentable); Patents; industrial design applications and registered industrial designs; license agreements related to any of the foregoing and income therefrom; books, records, writings, computer tapes or disks, flow diagrams, specification sheets, computer software, source codes, object codes, executable code, data, databases and other physical manifestations, embodiments or incorporations of any of the foregoing; the right to sue for all past, present and future infringements of any of the foregoing; all other intellectual property; and all common law and other rights throughout the world in and to all of the foregoing.

 “ Interest Rate ” means an amount equal to nine percent (9%) per annum on the outstanding amount of all Advances made by the Lender pursuant to this Agreement.

“ Investment ” means the aggregate dollar amount of all Advances made by the Lender to the Borrower during the Term.

“ Lenders Shares ” means the collective reference to the (a) Conversion Shares; (b) the Warrant Shares; and (c) the shares of Common Stock payable in respect of the CD Release Fee.

“ Loan Servicing Fees ” means the sum of $16,500 per month to cover the servicing and monitory of all Advances under this Agreement.

“ Material Adverse Effect ” means a material adverse effect on (a) the assets, liabilities, results of operations, condition (financial or otherwise), business or prospects of the Borrower or any of its Subsidiaries, whether individually or taken as a consolidated whole, or (b) the ability of any of the Borrower or any of its Subsidiaries to perform their respective obligations under the Transaction Documents.

“ Maximum Advances ” means the sum of One Million Three Hundred and Forty Three Thousand United States Dollars ($1,343,000), which Maximum Advances may be increased only in the sole and absolute discretion of the Lender.

“ Note ” means the revolving credit convertible note, dated as of the Effective Date, and in the form of Exhibit C annexed hereto and made a part hereof.

“ Obligations ” means the collective reference to (a) the obligation of the Borrower and each Guarantor to repay Approved Advances, interest at the Interest Rate on all Advances made under this Agreement, (b) all Loan Servicing Fees, (c) the CD Release Fee, and (d) the respective obligations of the Borrower and its Subsidiaries under other Transaction Documents.

“ Permitted Discretion ” shall mean a determination or judgment made by Lender in good faith in the exercise of reasonable (from the perspective of a lender) business judgment.

“ Person ” means an individual, corporation, partnership, limited liability company, trust, business trust, association, joint stock company, joint venture, sole proprietorship, unincorporated organization, governmental authority or any other form of entity not specifically listed herein.

 “ Prior Advances ” means the collective reference to the sum of approximately $723,000, representing (a) a loan of $325,000 made by the Lender to the Borrower and evidenced by the Prior Note, (b) the $18,000 loan from Global Asset Fund Ltd. (“ GAF ”) originally evidenced by the GAF Note which was purchased by the Lender from GAF; and (c) approximately $380,000 of other loans and Advances made by the Lender to the Borrower prior to the Execution Date of this Agreement.

“ Prior Note ” shall mean the note from Borrower to Lender in the principal amount of $325,000 and payable within 30 days of demand for payment by the Lender.

“ SEC Filings ” means all reports, schedules, forms, statements and other documents the Corporations are required to file with the Securities and Exchange Commission pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act.

“ Subsidiary ” means any corporation or other entity of which at least a majority of the securities or other ownership interest having ordinary voting power (absolutely or contingently) for the election of directors or other persons performing similar functions are at the time owned directly or indirectly by the Borrower and/or any of its other subsidiaries.  For purposes of this Agreement, as at the date hereof and the Closing Date, the Subsidiaries of the Borrower are the Persons who have executed this Agreement on the signature page hereof, but shall not include AdvisorShares.

“ Term ” shall mean one year from the Execution Date, subject to extension by the Parties.

“ Trademarks ” shall mean, with respect to any Person, all of such Person’s now existing or hereafter acquired right, title, and interest in and to: (i) trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, logos, other business identifiers, prints and labels on which any of the foregoing have appeared or appear, all applications, registrations and recordings relating to the foregoing as may at any time be filed in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof, any political subdivision thereof or in any other country, and all research and development relating to the foregoing; (ii) all renewals thereof; and (iii) all designs and general intangibles of a like nature.

“ Transaction Documents ” means the collective reference to this Agreement, the Note, the Warrant and the Guaranty Agreement.

“ Warrant ”  means a warrant to be delivered to the Lender on the Closing Date entitling the Lender to purchase to purchase that number of shares of Common Stock of the Borrower determined by dividing: (a) $1,343,000, by (b) the Exercise Price, and in the from of Exhibit D annexed hereto and made a part hereof.

“ Warrant Shares ” means the number of shares of Common Stock of the Borrower issuable upon exercise of any or all of the Warrant.

2.           Advances

(a)           Subject to the provisions of this Agreement the Lender shall make Advances to the Borrower from time to time during the Term; provided that , notwithstanding any other provision of this Agreement, the aggregate amount of all Advances at any one time outstanding under this Agreement shall not exceed the (i) the Maximum Advances, less (ii) the sum of (A) the Prior Advances, and (B) the outstanding amount of all additional Advances made under this Agreement (the “ Availability ”).

(b)           The Advances made under this Agreement is in the nature of a revolving credit facility, which may be drawn, repaid and redrawn, from time to time as permitted under this Agreement.  Advances shall be made by the Lender under this Agreement following delivery to the Lender of a Borrowing Report in form and substance reasonably acceptable to the Lender, in the exercise of its Permitted Discretion.

(c)           Advances shall be made during the Term.  Each Advance subsequent to the Execution Date Advance, shall be in an amount of at least $10,000 and in increments of $10,000 in excess thereof.  Subject to the provisions of this Agreement, Borrower may request Advances under this Agreement up to and including the Availability.

(d)           All Advances and all other Obligations under this Agreement shall be due and payable in full in cash, if not earlier in accordance with this Agreement, on the earlier of (i) the occurrence of an Event of Default if required pursuant hereto or Lender’s demand upon the occurrence and during the continuation of an Event of Default, and (ii) the last day of the Term (such earlier date being the “Maturity Date” ).

(e)           Interest on all outstanding Advances under this Agreement shall be payable monthly in arrears on the first day of each month, commencing June 1, 2009 (each an “ Interest Calculation Period ”) at the Interest Rate, calculated on the basis of a 360-day year and for the actual number of calendar days elapsed in each Interest Calculation Period.  Interest accrued on each Advance under the this Agreement shall be due and payable on the first day of each month, commencing June 1, 2009, and continuing until the later of the expiration of the Term and the full performance and irrevocable payment in full in cash of the Obligations and termination of this Agreement.  To the extent Advances are then available under this Agreement, Advances shall be automatically made for the payment of interest on the Obligations at the Interest Rate on the date when such interest is due to the extent available and as provided for herein.

(f)           For so long as no Event of Default shall have occurred and be continuing, Borrower may give Lender irrevocable written notice requesting an Advance under this Agreement by delivering to Lender not later than 11:00 a.m. (New York City time) at least three (3) Business Days before the Borrower requires such Advance (the “Borrowing Date” ), a completed Borrowing Report in substantially the same form as Exhibit A attached hereto, and relevant supporting documentation satisfactory to Lender, in the exercise of its Permitted Discretion.  If specified by the Borrower in the Borrowing Report, the Borrower irrevocably authorizes Lender to disburse the proceeds of the requested Advance directly to the creditor of the Borrower, in all cases for credit to the Borrower (or to such other account as to which the Borrower shall instruct Lender) via Federal funds wire transfer no later than 4:00 p.m. (New York City time).

(g)           Subject to its approval of the form and content of such Borrowing Report (which approval shall be given in the exercise of Lender’s Permitted Discretion, which shall not be unreasonably withheld or delayed), the Lender shall disburse the Advance as set forth in the Borrowing Report within three (3) Business Days after receipt of such Borrowing Report.

(h)           Borrower absolutely and unconditionally promises to pay principal, interest and all other amounts and Obligations payable hereunder, or under any other Transaction Document, without any right of rescission and without any deduction whatsoever, including any deduction for any setoff, counterclaim or recoupment, and notwithstanding any damage to, defects in or destruction of the Collateral or any other event, including obsolescence of any property or improvements.

(i)           As of the Effective Date, each of the Guarantors shall unconditionally and irrevocably guaranty payment and performance of all outstanding Advances and interest thereon at the Interest Rate, pursuant to the Guaranty Agreement.

(j)           As of the Effective Date, the Prior Note shall be deemed cancelled and replaced by the Note issued under this Agreement.

(k)           Should any amount required to be paid under any Transaction Document to the Lender be unpaid, such amount may be paid by Lender, which payment shall be deemed a request for an Advance under this Agreement as of the date such payment is due, and Borrower irrevocably authorizes disbursement of any such funds to Lender by way of direct payment of the relevant amount, interest or Obligations without necessity of any demand.  No payment or prepayment of any amount by Lender or any other Person shall entitle any Person to be subrogated to the rights of Lender under any Transaction Document unless and until the Obligations have been fully performed and paid irrevocably in cash and this Agreement has been terminated.  Any sums expended by Lender as a result of the failure of the Borrower or the Guarantors to pay, perform or comply with any Transaction Document or any of the Obligations may be charged to the account of Borrower and the Guarantors and added to the Obligations.

(l)           Subject at all times to (i) there being adequate Availability at the time a request for an Advance is made and after giving effect to the funding thereof, (ii) such request for an Advance is accompanied by a duly completed Borrowing Report furnished to the Lender as provided in this Agreement, and (iii) requests for Advances are approved for proper business purposes of the Borrower and its Subsidiaries, as determined by the Lender in the exercise of its Permitted Discretion (which approval shall not be unreasonably withheld or delayed), in the event that the Lender shall fail to make any such requested Advance within five (5) Business Days of the date such Advance is approved, the Lender shall not be entitled to receive or accrue any fees or interest on then outstanding Advances for the month or applicable part thereof that the Advance was so approved and funding delayed.

3.           Payment of Fees.

(a)           Each of the Lender and the Borrower do hereby covenant and agree that all Loan Servicing Fees payable under this Agreement shall accrue and shall be paid to the Lender on the Maturity Date and shall be deemed part of the Obligations.

(b)           Each of the Lender and the Borrower do hereby agree that the CD Release Fee shall only be payable to the Lender in the event that the Lender is able to arrange for the Borrower to effect a payment of and drawdown on the Certificate of Deposit prior to the CD Maturity Date, all upon such terms and conditions as shall be satisfactory to the Borrower.

4.           Representations and Warranties

Each of the Borrower and its Subsidiaries jointly and severally represents and warrants as of the date hereof, the Closing Date and each Borrowing Date, as follows:

4.1            Organization and Authority

Borrower and each of Borrower’s Subsidiaries is a corporation   or limited liability company duly organized, validly existing and in good standing under the laws of its state of formation.  Borrower and each of its Subsidiaries (i) has all requisite corporate or entity power and authority to own its properties and assets and to carry on its business as now being conducted and as contemplated in the Transaction Documents, (ii) is duly qualified to do business in every jurisdiction in which failure so to qualify would reasonably be likely to have a Material Adverse Effect, and (iii) has all requisite power and authority (A) to execute, deliver and perform the Transaction Documents to which it is a party, (B) to borrow hereunder, and (C) to consummate the transactions contemplated under the Transaction Documents.  Except as set forth on Schedule 4.1, neither Borrower nor any of its Subsidiaries is an “investment company” registered or required to be registered under the Investment Company Act of 1940, as amended, or is controlled by such an “investment company.”

4.2            Transaction Documents

Except as set forth on Schedule 4.2 , the execution, delivery and performance by the Borrower and each of Borrower’s Subsidiaries (collectively, the “ Corporations ”) of the Transaction Documents to which it is a party, and the consummation of the transactions contemplated thereby, (i) have been duly authorized by all requisite action of each such Person and have been duly executed and delivered by or on behalf of each such Person; (ii) do not violate any provisions of (A) applicable law, statute, rule, regulation, ordinance or tariff, (B) any order of any Governmental Authority binding on any such Person or any of their respective properties, or (C) the certificate of incorporation or bylaws (or any other equivalent governing agreement or document) of any such Person, or any agreement between any such Person and its respective stockholders, members, partners or equity owners or among any such stockholders, members, partners or equity owners; (iii) are not in conflict with, and do not result in a breach or default of or constitute an event of default, or an event, fact, condition or circumstance which, with notice or passage of time, or both, would constitute or result in a conflict, breach, default or event of default under, any indenture, agreement or other instrument to which any such Person is a party, or by which the properties or assets of such Person are bound; (iv) except as set forth therein, will not result in the creation or imposition of any Lien of any nature upon any of the properties or assets of any such Person, and (v)  do not require the consent, approval or authorization of, or filing, registration or qualification with, any Governmental Authority or any other Person.  When executed and delivered, each of the Transaction Documents to which Borrower and each of the other Corporations is a party will constitute the legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms, subject to the effect of any applicable bankruptcy, moratorium, insolvency, reorganization or other similar law affecting the enforceability of creditors’ rights generally and to the effect of general principles of equity which may limit the availability of equitable remedies (whether in a proceeding at law or in equity).

4.3           Subsidiaries, Capitalization and Ownership Interests

Schedule 4.11 states the names of all of the Subsidiaries of the Borrower who have executed this Agreement, other than AdvisorShares LLC (“AdvisorShares”) which is not a party to this Agreement or any of the other Transaction Documents.   Schedule 4.3 sets forth, the number and class of equity securities and/or ownership, voting or partnership interests issued and outstanding of Borrower and each of its Subsidiaries and the record and beneficial owners thereof (including options, warrants   and other rights to acquire any of the foregoing).  The outstanding equity securities and/or ownership, voting or partnership interests of Borrower and its Subsidiaries have been duly authorized and validly issued and are fully paid and nonassessable, and each Person listed on Schedule 4.3 owns beneficially and of record all the equity securities and/or ownership, voting or partnership interests it is listed as owning free and clear of any Liens other than Liens created by the Transaction Documents.   Schedule 4.3 also lists the directors, members, managers and/or partners of Borrower and each of its Subsidiaries.

4.4           Agreements

Except as set forth on Schedule 4.4 or as otherwise disclosed in the Corporations’ SEC filings, none of the Corporations is (i) a party to any judgment, order or decree or any agreement, document or instrument, or subject to any restriction, which would affect its ability to execute and deliver, or perform under, any Transaction Document or to pay the Obligations, (ii) in default in the performance, observance or fulfillment of any obligation, covenant or condition contained in any agreement, document or instrument to which it is a party or to which any of its properties or assets are subject, which default, if not remedied within any applicable grace or cure period would reasonably be likely to have a Material Adverse Effect, nor is there any event, fact, condition or circumstance which, with notice or passage of time or both, would constitute or result in a conflict, breach, default or event of default under, any of the foregoing which, if not remedied within any applicable grace or cure period would reasonably be likely to have a Material Adverse Effect; or (iii) a party or subject to any agreement, document or instrument with respect to, or obligation to pay any, management or service fee with respect to, the ownership, operation, leasing or performance of its business.

4.5           Litigation

Except as set forth on Schedule 4.5 , there is no action, suit, proceeding or investigation pending or, to Borrower’s knowledge, threatened against any of the Corporations that (i) questions or could prevent the validity of any of the Transaction Documents or the right of such Person to enter into any Transaction Document or to consummate the transactions contemplated thereby, (ii) would reasonably be likely to be or have, either individually or in the aggregate, any Material Adverse Effect, or (iii) would reasonably be likely to result in any change of control or other change in the current ownership, control or management of any of the Corporations.  Except as set forth on Schedule 4.5 , neither Borrower nor any of the Guarantors is aware that there is any basis for the foregoing.  None of the Corporations is a party or subject to any order, writ, injunction, judgment or decree of any Governmental Authority.  There is no action, suit, proceeding or investigation initiated by any of the Corporations currently pending.  None of the Corporations has any existing accrued and/or unpaid indebtedness or other payment obligations to any Governmental Authority.

4.6           Compliance with Law

Each of the Corporations (i) is in compliance with all laws, statutes, rules, regulations, ordinances and tariffs of any Governmental Authority applicable to such Person and/or such Person’s business, assets or operations, including, without limitation, ERISA, and (ii) is not in violation of any order of any Governmental Authority or other board or tribunal, except where noncompliance or violation could not reasonably be expected to have a Material Adverse Effect.  There is no event, fact, condition or circumstance which, with notice or passage of time, or both, would constitute or result in any noncompliance with, or any violation of, any of the foregoing, in each case except where noncompliance or violation could not reasonably be expected to have a Material Adverse Effect.  None of the Corporations has received any notice that such Corporation is not in compliance in any respect with any of the requirements of any of the foregoing.  None of the Corporations have (a) engaged in any Prohibited Transactions as defined in Section 405 of ERISA and Section 4965 of the Internal Revenue Code of 1985, as amended, and the rules and regulations promulgated thereunder, (b) failed to meet any applicable minimum funding requirements under Section 302 of ERISA in respect of its plans and no funding requirements have been postponed or delayed, (c) any knowledge of any amounts due but unpaid to the Pension Benefit Guaranty Corporation, or of any event or occurrence which would cause the Pension Benefit Guaranty Corporation to institute proceedings under Title IV of ERISA to terminate any of the employee benefit plans, (d) any fiduciary responsibility under ERISA for investments with respect to any plan existing for the benefit of Persons other than its employees or former employees, or (e) withdrawn, completely or partially, from any multi-employer pension plans so as to incur liability under the MultiEmployer Pension Plan Amendments of 1980.

4.7           Intellectual Property

Each of the Corporations owns, licenses or utilizes, and is a party to, all patents, patent applications, trademarks, trademark applications, service marks, registered copyrights, copyright applications, copyrights, trade names, trade secrets, software, licenses and other Intellectual Property, necessary to operate the business of the Borrower and its Subsidiaries.

4.8           Licenses and Permits; Labor

Each of the Corporations is in compliance with and has all permits and Intellectual Property necessary or required by applicable law or Governmental Authority for the operation of such Corporation’s businesses.  All of the foregoing are in full force and effect and not in known conflict with the rights of others.  None of the Corporations is (i) in breach of or default under the provisions of any of the foregoing, nor is there any event, fact, condition or circumstance which, with notice or passage of time or both, would constitute or result in a conflict, breach, default or event of default under, any of the foregoing which, if not remedied within any applicable grace or cure period would reasonably be likely to have a Material Adverse Effect, (ii) a party to or subject to any agreement, instrument or restriction that is so unusual or burdensome that it might have a Material Adverse Effect, and/or (iii) and has not been, involved in any labor dispute, strike, walkout or union organization which would reasonably be likely to have a Material Adverse Effect.

4.9           Disclosure

No Transaction Document nor any other agreement, document, certificate, or statement furnished to Lender by or on behalf of Borrower or any of its Subsidiaries in connection with the transactions contemplated by the Transaction Documents, nor any representation or warranty made by any of the Corporations in any Transaction Document, contains any untrue statement of material fact or omits to state any fact necessary to make the statements therein not materially misleading.  There is no fact known to Borrower which has not been disclosed to Lender in writing which would reasonably be likely to have a Material Adverse Effect.

4.10           Insurance

Each of Borrower and each of its Subsidiaries has in full force and effect such insurance policies as are customary in its industry.

4.11           Names; Location of Offices, Records and Collateral

During the preceding two years, neither the Borrower nor any of its Subsidiaries has  conducted business under or used any name (whether corporate, partnership or assumed) other than as shown on Schedule 4.11 .  The Corporations, as applicable, is the sole owner of all of its names listed on Schedule 4.11 , and any and all business done and invoices issued in such names are such Person’s sales, business and invoices.  Each trade name of Borrower or, as applicable, the Borrower’s Subsidiary represents a division or trading style of Borrower or such Subsidiary.  Borrower and each of its Subsidiaries maintains its places of business and chief executive offices only at the locations set forth on Schedule 4.11 , and all Accounts of Borrower arise, originate and are located, and all of the Collateral granted by Borrower and its Subsidiaries and all books and records in connection therewith or in any way relating thereto or evidencing such Collateral are located and shall only be located, in and at such locations of Borrower and its Subsidiaries.  All of the Collateral is located only in the continental United States.

4.12           Non-Subordination

The Obligations are not subordinated in any way to any other obligations of Borrower or any of its Subsidiaries or to the rights of any other Person.

4.13           Accounts

Unless otherwise indicated in writing to Lender or on Schedule 4.13 : (i) each Account of Borrower and its Subsidiaries is genuine and in all respects what it purports to be and is not evidenced by a judgment, (ii) each Account of Borrower and its Subsidiaries arises out of a completed, bona fide sale and delivery of goods or rendering of services by Borrower in the ordinary course of business and in accordance with the terms and conditions of all purchase orders, contracts, certifications, participations and other documents relating thereto or forming a part of the contract between Borrower and the Account Debtor, (iii)each Account of Borrower and its Subsidiaries together with Lender’s security interest therein, is not and will not be in the future (by voluntary act or omission by Borrower), subject to any offset, lien, deduction, defense, dispute, counterclaim or other adverse condition, is absolutely owing to Borrower or its Subsidiaries and is not contingent in any respect or for any reason, (iv) there are no facts, events or occurrences which in any way impair the validity or enforceability of any Account of Borrower or tend to reduce the amount payable thereunder from the face amount of the claim or invoice and statements delivered to Lender with respect thereto, (v) there are no proceedings or actions which are threatened or pending against any Account Debtor under any Account of Borrower which might result in any Material Adverse Effect on the Borrower or any other Subsidiaries (vi) each Account of Borrower has been billed and forwarded to the Account Debtor for payment in accordance with applicable laws and is in compl