AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

THIS AGREEMENT (this “ Agreement ”) is made and entered into as of the 14th day of August, 2009, by and between COMVEST CAPITAL, LLC , a Delaware limited liability company (the “ Lender ”), and CLEARPOINT BUSINESS RESOURCES, INC., a Delaware corporation (the “ Borrower ”).

WHEREAS , the Borrower and its Subsidiaries are engaged in the business of providing comprehensive workforce management solutions throughout the United States, including outsourcing placement and recruiting services, vendor management services and staff augmentation programs as well as offering clients the ability to streamline their process of procuring and managing temporary labor by utilizing the Borrower’s proprietary technology-based iLabor platform (collectively, the “ Business Operations ”); and

WHEREAS , the Lender and the Borrower are parties to a Revolving Credit and Term Loan Agreement dated as of June 20, 2008 (the “ Original Agreement ”), pursuant to which the Lender has made available to the Borrower a revolving credit facility and a term loan; and

WHEREAS , in order to assist the Borrower to better manage its anticipated cash flow needs and conform its credit facilities with the needs of the Business Operations, and to address certain concerns raised by the Lender, the Lender and the Borrower have agreed to amend and restate the Original Agreement on the terms and conditions set forth herein (such that, from and after the Closing Date, the terms of the relationship between the Borrower and the Lender shall be governed by the terms of this Agreement and the other Loan Documents described herein and/or contemplated hereby), including an increase in the Revolving Credit Commitment and the repayment in full of the Term Loan; and in connection herewith, the Borrower shall use the proceeds of the increased Revolving Credit Commitment to repay the Term Loan borrowed under the Original Agreement;

NOW, THEREFORE , in consideration of the premises and the mutual covenants herein contained, the parties hereby agree as follows:

I.            DEFINITIONS

Section 1.01.  Defined Terms .  In addition to the other terms defined elsewhere in this Agreement, as used herein, the following terms shall have the following meanings:

“ Accounts ” shall mean “accounts” (as defined in the UCC) of the Borrower and its Subsidiaries from time to time.

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

“ Acknowledgements of Pledge ” shall mean the Acknowledgements of Pledge, dated as of the Original Closing Date, executed by each Subsidiary which is not a corporation, confirming the Lien of the Lender in the limited liability company interests in such Subsidiary and the notation of such Lien on the books and records of such Subsidiary.

“ Act ” shall mean the Securities Act of 1933, as amended, and the rules and regulations thereunder.

“ Advances ” has the meaning set forth in Section 2.01 below.

“ Affiliate ” shall mean, with respect to any Person, any other Person in Control of, Controlled by, or under common Control with the first Person, and any other Person who has a substantial interest, direct or indirect, in the first Person or any of its Affiliates, including, without limitation, any officer or director of the first Person or any of its Affiliates; provided , however , that, except as otherwise provided herein, neither the Lender nor any of its Affiliates shall be deemed an “Affiliate” of the Borrower for any purposes of this Agreement.  For the purpose of this definition, a “substantial interest” shall mean the direct or indirect legal or beneficial ownership of more than ten (10%) percent of any class of stock or similar interest.

“ Agreement ” shall mean this Amended and Restated Revolving Credit Agreement as it may from time to time be amended, modified, supplemented and/or restated.

“ Applicable Law ” shall mean all applicable provisions of all (a) constitutions, statutes, ordinances, rules, regulations and orders of all governmental and/or quasi-governmental bodies, (b) Government Approvals, and (c) order, judgments and decrees of all courts and arbitrators.

“ Assignee Lender ” shall have the meaning ascribed thereto in Section 8.02 below.

“ Availability ” shall mean the amount (if any) by which, at the time of determination, (a) the Maximum Revolving Amount, exceeds (b) the outstanding principal amount of Advances.

“ Board ” shall mean the Board of Directors of the Borrower as constituted from time to time.

“ Borrowing Date ” means the Business Day on which the Lender makes a Loan hereunder.

“ Business Day ” shall mean a day other than (a) a Saturday, (b) a Sunday, or (c)  a day on which banking institutions in either the State of Florida or the Commonwealth of Pennsylvania are authorized or required by law or executive order to close.

“ Capital Expenditures ” shall mean with respect to any Person, all expenditures of such Person for tangible assets which are capitalized, and the fair value of any tangible assets leased by such Person under any lease which would be a Capitalized Lease, determined in accordance with GAAP, including all amounts paid or accrued by such Person in connection with the purchase (whether on a cash or deferred payment basis) or lease (including Capitalized Lease Obligations) of any machinery, equipment, real property, improvements to real property (including leasehold improvements), or any other tangible asset of such Person which is required, in accordance with GAAP, to be treated as a fixed asset on the consolidated balance sheet of such Person.

“ Capitalized Lease ” shall mean any lease which is or should be capitalized on the balance sheet of the lessee thereunder in accordance with GAAP.

“ Capitalized Lease Obligation ” shall mean with respect to any Person, the amount of the liability which reflects the amount of future payments under all Capitalized Leases of such Person as at any date, determined in accordance with GAAP.

“ Cash Equivalents ” shall mean (a) marketable securities issued, or directly and fully guaranteed or insured, by the United States of America or any agency or instrumentality thereof (provided that the full faith and credit of the United States of America is pledged in support thereof) having maturities of not more than twelve (12) months from the date of acquisition; (b) time deposits, demand deposits, certificates of deposit, acceptances or prime commercial paper issued by, or repurchase obligations for underlying securities of the types described in clause (a) entered into with any commercial bank having a short-term deposit rating of at least A-2 or the equivalent thereof by Standard & Poor’s Corporation or at least P-2 or the equivalent thereof by Moody’s Investors Service, Inc.; (c) commercial paper with a rating of A-I or A-2 or the equivalent thereof by Standard & Poor’s Corporation or P-1 or P-2 or the equivalent thereof by Moody’s Investors Service, Inc. and in each case maturing within twelve (12) months after the date of acquisition; (d) marketable direct obligations issued by any state in the United States or any agency or instrumentality thereof maturing within twelve (12) months from the date of acquisition thereof and, at the time of acquisition, have one of the two highest ratings generally obtainable from either Standard & Poor’s Corporation or Moody’s Investors Services, Inc.; (e) tax-exempt commercial paper of United States municipal, state or local governments rated at least A-2 or the equivalent thereof by Standard & Poor’s Corporation or at least P-2 or the equivalent thereof by Moody’s Investors Services, Inc. and maturing within twelve (12) months after the date of acquisition thereof; (f) any other items selected by the Borrower and approved by the Lender (which approval shall not be unreasonably withheld or delayed); or (g) any mutual fund or other pooled investment vehicle which invests principally in the foregoing obligations.

“ Closing Date ” shall mean the date of this Agreement, simultaneously with the funding of the Advance utilized to repay the Term Loan in full.

“ Code ” shall mean the Internal Revenue Code of 1986, and the rules and regulations promulgated thereunder, as in effect from time to time.

“ Collateral ” shall mean all collateral pledged by the Borrower and/or any of the Subsidiaries as security for the payment and performance of the Obligations, whether pursuant to the Collateral Agreement or any other Security Document.

“ Collateral Agreement ” shall mean the Collateral Agreement, dated as of the Original Closing Date, by and among the Borrower, the Subsidiaries and the Lender, as same may be amended, modified, supplemented and/or restated from time to time.

“ Common Stock ” shall mean the authorized common stock of the Company, $.0001 par value per share.

“ Confidential Information ” shall mean information that the Borrower furnishes to the Lender pursuant to any Loan Document, but does not include any such information once such information has become, or if such information is, generally available to the public or available to the Lender from a source other than the Borrower which is not, to the Lender’s knowledge, bound by any confidentiality agreement in respect thereof.

“ Contract ” shall mean any indenture, agreement (other than this Agreement), other contractual restriction, lease in which the Borrower or any Subsidiary is a lessor or lessee, license or instrument.

“ Control ” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and the terms “ Controlling ” and “ Controlled ” shall have meanings correlative thereto.

“ Control Agreement ” shall mean, with respect to each bank account (including lockbox service) and/or securities account maintained by or in the name of the Borrower or any Subsidiary from time to time, an agreement, in form and substance reasonably satisfactory to the Lender and executed and delivered by the Borrower (or the subject Subsidiary, as applicable) and the account intermediary, whereby the account intermediary acknowledges the Lender’s Lien on such account and all funds or property therein, and “control” (within the meaning of the UCC) over such account is established in favor of the Lender.

“ Costs and Expenses ” shall have the meaning ascribed thereto in the Registration Rights Agreement.

“ CPR ” shall mean ClearPoint Resources, Inc., a Delaware corporation which is a Wholly-Owned Subsidiary of the Borrower.

“ Debt Extension Agreements ” shall mean, collectively, (a) the outstanding agreement, dated on or about the Original Closing Date, pursuant to which ALS, LLC has agreed to defer any principal payments on Indebtedness owed by the Borrower or any Subsidiary until a date not earlier than March 31, 2014, and (b) the outstanding agreement, dated on or about the Original Closing Date, pursuant to which B&N Associates, LLC, Alyson P. Drew, Fergco Bros. Partnership and Matthew Kingfield have agreed to defer all principal payments on Indebtedness to such Persons owed by the Borrower or any Subsidiary until a date not earlier than March 31, 2010.

“ Default ” shall mean any of the events specified in Article VII hereof, whether or not any requirement for the giving of notice, the lapse of time, or both, or any other condition, has been satisfied.

“ Disclosure Schedule ” shall mean the disclosure schedule, dated as of the Closing Date, executed and delivered by the Borrower to the Lender, the section numbers of which correspond to the Section numbers of this Agreement.

“ Dollars ” or “ $ ” shall mean United States Dollars, lawful currency for the payment of public and private debts.

“ Domestic Subsidiary ” shall mean any Subsidiary which is incorporated or formed under the laws of the United States, any State or Commonwealth in the United States, or the District of Columbia.

“ EBITDA ” shall mean, for the subject period, for the Borrower and its Subsidiaries on a consolidated basis, the sum of (a) Net Income, plus (b) Interest Expense deducted in the calculation of such Net Income, plus (c) all income taxes deducted in the calculation of such Net Income, plus (d) depreciation and amortization expense deducted in the calculation of such Net Income, plus (e) other non-cash charges and expenses deducted in the calculation of such Net Income, excluding accruals for cash operating expenses made in the ordinary course of business, minus (f) any and all dividends and distributions made by the Borrower to its stockholders, plus (g) expenses deducted in the calculation of such Net Income which were non-recurring, one-time and/or extraordinary in nature.

“ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as in effect from time to time.

“ ERISA Affiliate ” shall mean, with respect to any Person, any other Person which is under common control with the first Person within the meaning of Section 414(b) or 414(c) of the Code; provided , however , that with respect to the Borrower, no Person which is an Affiliate of the Lender (other than the Borrower and its Subsidiaries) shall be deemed an ERISA Affiliate for purposes of this Agreement

“ Event of Default ” has the meaning set forth in Article VII below.

“ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended.

“ Financial Statements ” has the meaning set forth in Section 3.01(a) below.

“ Fiscal Year ” shall mean the fiscal year of the Borrower which ends on December 31 of each year.

“ Fixed Charges ” shall mean, for the period in question, the sum of (a) all cash principal payments scheduled or required to be made during or with respect to such period in respect of Indebtedness of the Borrower and its Subsidiaries (excluding mandatory prepayments in respect of the Revolving Credit Note), plus (b) all cash Interest Expense of the Borrower and its Subsidiaries for such period, plus (c) all cash income taxes paid for the Borrower and its Subsidiaries for such period.

“ Foreign Subsidiary ” shall mean any Subsidiary which is not a Domestic Subsidiary.

“ GAAP ” shall mean generally accepted accounting principles in the United States of America, consistently applied, unless the context otherwise requires, with respect to any financial terms contained herein, as then in effect with respect to the preparation of financial statements; provided , however , that in the event of any change in GAAP which materially affects any numerical or financial calculation under this Agreement, then the parties shall negotiate in good faith appropriate amendments to such numerical or financial covenants or calculations (pending which GAAP shall be applied hereunder without giving effect to such change in GAAP).

“ Government Approval ” shall mean an authorization, consent, non-action, approval, license or exemption of, registration or filing with, or report to, any governmental or quasi-governmental department, agency, body or other unit.

“ Guaranty ”, “ Guaranteed ” or to “ Guarantee ”, as applied to any Indebtedness, liability or other obligation, shall mean (a) a guaranty, directly or indirectly, in any manner, including by way of endorsement (other than endorsements of negotiable instruments for collection in the ordinary course of business), of any part or all of such obligation, and (b) an agreement, contingent or otherwise, and whether or not constituting a guaranty, assuring, or intended to assure, the payment or performance (or payment of damages in the event of non-performance) of any part or all of such obligation by any means (including, without limitation, the purchase of securities or obligations, the purchase or sale of property or services, or the supplying of funds).

“ Guaranty Agreement ” shall mean the Guaranty Agreement, dated as of the Original Closing Date (and as same may be amended, modified, supplemented and/or restated from time to time), executed by each Subsidiary in favor of the Lender, pursuant to which the Subsidiaries guaranty the full and timely payment and performance of all of the Obligations.

“ Indebtedness ” shall mean (without duplication), with respect to any Person, (a) all obligations or liabilities, contingent or otherwise, for borrowed money, (b) any and all obligations represented by promissory notes, bonds, debentures or the like, or on which interest charges are customarily paid, (c) any liability secured by any mortgage, pledge, lien or security interest on property owned or acquired, whether or not such liability shall have been assumed, (d) obligations of such Person under conditional sale or other title retention agreements relating to property or assets purchased by such Person, (e) all obligations of such Person issued or assumed as the deferred purchase price of property or services (excluding trade payables and accrued obligations incurred in the ordinary course of business), (f) any obligations (contingent or otherwise) of such Person as an account party or applicant in respect of letters of credit and/or bankers’ acceptances, and (g) Guarantees, endorsements (other than for collection in the ordinary course of business) and other contingent obligations in respect of the obligations of others.

“ Intercreditor Agreement ” shall mean the Intercreditor Agreement, dated as of the Original Closing Date, by and among the Lender, M&T, the Borrower and CPR, pursuant to which, among other things, (a) the Lender and M&T have established their relative rights and priorities with respect to their respective claims against and Liens on the assets of the Borrower and its Subsidiaries, and (b) M&T has agreed, as long as any Obligations are outstanding, to limit the collection of the remaining Indebtedness owed by the Borrower and/or its Subsidiaries to the proceeds of certain designated assets or sources of collection, and thereafter collect any remaining balance of such Indebtedness after the repayment in full of the Obligations and on a basis otherwise satisfactory to the Lender.

“ Interest Expense ” shall mean, for the relevant period, interest expense (including, without limitation, interest attributable to Capitalized Leases in accordance with GAAP) and fees (including, without limitation, the Modification Fee and financing fees and costs associated with the transactions contemplated by this Agreement and any other financings permitted hereunder) with respect to Indebtedness.

“ Investment ”, as applied to the Borrower or any Subsidiary, shall mean: (a) any shares of capital stock, evidence of Indebtedness or other security issued by any other Person to the Borrower or any Subsidiary, (b) any loan, advance or extension of credit to, or contribution to the capital of, any other Person, other than credit terms extended to customers in the ordinary course of business, (c) any other investment by the Borrower or any Subsidiary in any assets or securities of any other Person, and (d) any commitment to make any Investment.

“ Knowledge” or “Known ” or words of similar import shall mean, with respect to the Borrower and/or any Subsidiary, the actual knowledge of Michael D. Traina and/or John Phillips, after reasonable inquiry of the appropriate employees of the Borrower and the Subsidiaries; provided , however , that for purposes of any representations and warranties made as of the Original Closing Date (including any affirmation or reaffirmation made by operation of this Agreement, that relate to the Original Closing Date), there shall be no requirement for John Phillips to make inquiry of such employees.

“ Landlord Waiver ” shall mean a landlord waiver, subordination and/or access agreement, in form and substance reasonably satisfactory to the Lender, executed in favor of the Lender by the landlord of a Real Property which is leased by the Borrower or a Subsidiary as lessee.

“ Liabilities and Contingencies ” has the meaning set forth in Section 3.01(c) below.

“ Lien ”, as applied to the property or assets (or the income or profits therefrom) of the Borrower or any Subsidiary, shall mean (in each case, whether the same is consensual or nonconsensual or arises by contract, operation of law, legal process or otherwise): (a) any mortgage, lien, pledge, hypothecation, attachment, assignment, deposit arrangement, encumbrance, charge, lease constituting a Capitalized Lease Obligation, conditional sale or other title retention agreement, or other security interest or encumbrance of any kind in respect of any property (including, without limitation, stock of any Subsidiary) of the Borrower or any Subsidiary, or upon the income or profits therefrom; (b) any arrangement under which any property of the Borrower or any Subsidiary is transferred, sequestered or otherwise identified for the purpose of subjecting or making available the same for the payment of Indebtedness or the performance of any other liability in priority to the payment of the general, unsecured creditors of the Borrower or any Subsidiary; (c) any Indebtedness or liability which remains unpaid after the same shall become due and payable and which, if unpaid, by law or otherwise is given any priority whatsoever over the general unsecured creditors of the Borrower or any Subsidiary; and (d) any agreement (other than this Agreement) or other arrangement which, directly or indirectly, prohibits the Borrower or any Subsidiary from creating or incurring any lien on any of its properties or assets or which conditions the ability to do so on the security, on a pro rata or other basis, of Indebtedness other than Indebtedness outstanding under this Agreement.

“ Loan Documents ” shall mean the collective reference to this Agreement, the Revolving Credit Note, the Security Documents, the Intercreditor Agreement, the Subordination Agreements, the Warrant, the Registration Rights Agreement, and any and all other agreements, instruments, certificates and other documents as may be executed and delivered by the Borrower and/or any of the Subsidiaries pursuant hereto or thereto.

“ Loans ” shall mean, collectively, the Advances.

“ Lockbox ” shall mean the lockbox and/or lockbox account maintained pursuant to the Lockbox Agreement in effect from time to time.

“ Lockbox Agreement ” shall mean (a) the Lockbox Service Agreement to be entered into on or promptly following the Closing Date, by and between the Lender, CPR and Wachovia Bank National Association, and (b) any replacement lockbox service agreement from time to time.

“ Lockbox Bank ” shall mean the bank or other financial institution acting under any Lockbox Agreement in effect from time to time.

“ M&T ” shall mean Manufacturers and Traders Trust Company.

“ Material Adverse Effect ” shall mean any event, act, omission, condition or circumstance which has or would reasonably be expected to have a material adverse effect on (a) the business, operations, properties, assets or condition, financial or otherwise, of the Borrower and the Subsidiaries, taken as a whole, (b) the ability of the Borrower or any Subsidiary to pay or perform any of its obligations under any of the Loan Documents, or (c) the validity or enforceability of, or the Lender’s rights and remedies under, any of the Loan Documents, other than due to the acts or omissions of the Lender or any of its Affiliates.

“ Maximum Revolver Amount ” shall mean $10,500,000, as same is reduced from time to time pursuant to Section 2.01(g) below, and as same may be increased from time to time pursuant to Section 2.02 below.

“ Modification Fee ” shall mean the sum of $210,000, which shall be payable in accordance with Section 2.03(a) below.

“ Net Income ” shall mean the consolidated net income (or loss) of the Borrower and its Subsidiaries for the period in question, after giving effect to deduction of or provision for all operating expenses, all taxes and reserves (including reserves for deferred taxes) and all other proper deductions, all determined in accordance with GAAP; provided , however , that for purposes of calculating Net Income, there shall be excluded and no effect shall be given to any Net Income attributable to any Subsidiary to the extent that the Borrower (or any Subsidiary through which the Borrower owns the subject Subsidiary) is prohibited (by law, Contract, minority ownership rights or otherwise) from receiving a distribution of such Net Income from such Subsidiary.

“ Obligations ” shall mean the collective reference to all Indebtedness and other liabilities and obligations of every kind and description owed by the Borrower and/or any Subsidiaries to the Lender from time to time under or pursuant to this Agreement, the Revolving Credit Note, the Security Documents and the other Loan Documents (excluding the Warrant and Registration Rights Agreement, other than amounts payable from time to time pursuant to Section 1.4 of the Warrant (to the extent due and payable on the Revolving Credit Maturity Date or the earlier acceleration of the Obligations) and Section 2(c) of the Registration Rights Agreement), and/or otherwise in respect of the Loans, however evidenced, created or incurred, fixed or contingent, now or hereafter existing, due or to become due.

“ Operating Expenses ” shall mean all costs of sales, selling, general and administrative expenses, research and development expenses, and all other operating expenses of the Borrower and its Subsidiaries on a consolidated basis, all calculated in accordance with GAAP; provided , that “Operating Expenses” shall not include any amounts deducted or deductible in the calculation of iLabor Revenue.

“ Organic Documents ” shall mean, with respect to any Person, the certificate of incorporation, articles of incorporation, certificate of formation, certificate of limited partnership, by-laws, operating agreement, limited liability company agreement, limited partnership agreement or other such document of such Person.

“ Original Agreement ” shall have the meaning ascribed thereto in the second “WHEREAS” paragraph above.

“ Original Closing Date ” shall mean June 20, 2008, which was the “Closing Date” under, as defined in and for purposes of the Original Agreement.

“ Participant ” shall have the meaning ascribed thereto in Section 8.01 below.

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

“ Permitted Indebtedness ” shall mean any and all Indebtedness expressly permitted pursuant to Section 6.01 below.

“ Permitted Liens ” shall mean those Liens expressly permitted pursuant to Section 6.02 below.

“ Person ” shall mean any individual, partnership, corporation, limited liability company, banking association, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature.

“ Real Properties ” shall mean, collectively, any real properties (land, buildings and/or improvements) now owned or leased or occupied by the Borrower or any of the Subsidiaries, and, during the period of the Borrower’s and/or Subsidiary’s occupancy thereof, any other real properties heretofore owned or leased by the Borrower or any Subsidiary (provided that, with respect to leased properties, the term “Real Property” shall refer only to the portion of the subject property (excluding common areas) leased by the Borrower or a Subsidiary).

“ Register ” shall have the meaning ascribed thereto in Section 8.03(a) below.

“ Registration Rights Agreement ” shall mean the Registration Rights Agreement, dated as of the Original Closing Date, made by the Borrower for the benefit of the Lender and all other and/or subsequent Holders (as such term is defined in the Registration Rights Agreement), as same may be amended, modified, supplemented and/or restated from time to time.

“ Revolving Credit Commitment ” shall mean the Lender’s agreement to make Advances to the Borrower within the limitations set forth in Section 2.01 below.

“ Revolving Credit Maturity Date ” shall mean December 31, 2010; provided , however , that (a) in the event that the Advances are prepaid or required to be prepaid pursuant to Section 2.07 below, then the Revolving Credit Maturity Date shall be deemed to have occurred simultaneously with such prepayment or required prepayment, and (b) the Revolving Credit Maturity Date may be extended in accordance with Section 2.01(e) below.

“ Revolving Credit Note ” shall mean the promissory note of the Borrower issued to the Lender to represent the Advances and interest thereon, as described in Section 2.01(f) below.

“ Sale ” shall mean any transaction or series of related transactions (a) whereby a majority of the outstanding capital stock of the Borrower which ordinarily has voting power for the election of directors (including preferred stock counted on an “as converted” basis into common stock and common stock counted on a fully diluted basis) is sold, assigned or transferred, (b) whereby the Borrower issues shares of its capital stock which, after giving effect to such transaction or transactions, constitutes a majority of the outstanding capital stock of the Borrower which ordinarily has voting power for the election of directors (including preferred stock counted on an “as converted” basis into common stock and common stock counted on a fully diluted basis), (c) whereby Control of the Borrower is held by a Person (or group of Persons acting in concert) who does not hold such Control on the date of this Agreement, (d)  in which the Borrower is a constituent party to any merger or consolidation and as a result thereof (i) the holders of the outstanding capital stock of the Borrower which ordinarily has voting power for the election of directors (including preferred stock counted on an “as converted” basis into common stock) immediately prior to such merger or consolidation cease to own a majority of the outstanding capital stock of the Borrower which ordinarily has voting power for the election of directors (including preferred stock counted on an “as converted” basis into common stock), or (ii) the Borrower is not the surviving corporation, or (e) whereby all or any material portion of the assets of the Borrower or any Subsidiary are sold, assigned or transferred; provided , however , that a “Sale” shall not be deemed to have occurred by reason of any of the aforedescribed transactions (other than a sale of assets) if, after giving effect to the consummation of the subject transaction, (A) the Borrower or the surviving entity in such transaction shall be a corporation whose common stock is traded or listed on any national securities exchange, the Nasdaq Global Market, or the Nasdaq Global Select Market or is actively quoted on the OTC Bulletin Board, (B) if the surviving entity is not the Borrower, then such surviving entity assumes all of the Borrower’s obligations under the Warrant (on the same exchange or conversion basis as the outstanding Common Stock was treated in the subject transaction) and the Registration Rights Agreement, (C) the Borrower or other surviving entity is Controlled by one or more significant stockholders of the Borrower on the date of this Agreement, and (D) no Default or Event of Default occurred in the performance of the subject transaction or exists upon the consummation of the subject transaction.

“ SEC ” shall mean the United States Securities and Exchange Commission, and any successor agency performing the functions thereof.

“ SEC Reports ” shall mean the periodic and current reports, registration statements, proxy statements and other reports filed or required to be filed by the Borrower with the SEC pursuant to the Act and/or the Exchange Act, and any amendments or supplements thereto filed with the SEC.

“ Security Documents ” shall mean the Collateral Agreement, any collateral assignments, control agreements, financing statements or other such agreements or documents pursuant thereto, the Acknowledgments of Pledge, the Lockbox Agreement, the Guaranty Agreement, the Validity Guaranties, and any other agreements or instruments (including, without limitation, Control Agreements and Landlord Waivers) securing or creating or evidencing Liens securing the Obligations.

 “ Subordinated Debt ” shall mean all Indebtedness for money borrowed and other liabilities of the Borrower, whether or not evidenced by promissory notes, which is contractually subordinated in right of payment, in a manner satisfactory to the Lender (as evidenced by the Lender’s prior written approval thereof), to all Obligations of the Borrower to the Lender.

“ Subordination Agreements ” shall mean, collectively, the outstanding subordination agreements, dated on or about the Original Closing Date, by and between the Lender and (a) ALS, LLC, and (b) B&N Associates, LLC, Alyson P. Drew, Fergco Bros. Partnership and Matthew Kingfield, respectively, pursuant to which such holders of Indebtedness of the Borrower and/or CPR (as the case may be) have agreed, among other things, (i) not to accept any prepayment of any such Indebtedness, and (ii) upon notice of an Event of Default, not to accept any payment (scheduled, accelerated or otherwise) in respect of such Indebtedness except after such time or upon such conditions as are satisfactory to the Lender.

“ Subsidiary ” or “ Subsidiaries ” shall mean the individual or collective reference to any corporation, limited liability company or other entity of which 50% or more of the outstanding shares of stock or other equity interests of each class having ordinary voting power and/or rights to profits (other than stock having such power only by reason of the happening of a contingency) is at the time owned by the Borrower, directly or indirectly through one or more Subsidiaries of the Borrower.

“ Term Loan ” shall mean the term loan made by the Lender to the Borrower pursuant to the Original Agreement, which term loan is evidenced by the Term Note.

“ Term Note ” shall mean the Term Note of the Borrower issued to the Lender pursuant to the Original Agreement (as such Term Note has heretofore been amended).

“ UCC ” means the Uniform Commercial Code as in effect in the State of New York on the date hereof and hereafter from time to time.

“ Unused Commitment Fees ” shall mean the fees payable to the Lender pursuant to Section 2.03(b) below.

“ Validity Guaranties ” shall mean the collective reference to the Validity Guaranties, dated as of the Original Closing Date, by and among the Lender, the Borrower and Michael D. Traina, and by and among the Lender, the Borrower and John Phillips, respectively.

“ Warrant ” shall mean the amended and restated warrant to purchase shares of Common Stock (such warrant initially covering an aggregate of 2,210,825 shares of Common Stock, subject to adjustment) to be issued by the Borrower to the Lender on the Closing Date, and any and all replacement warrants therefor.

“ Warrant Shares ” shall have the meaning ascribed thereto in the Warrant.

“ Wholly-Owned Subsidiary ” shall mean each Domestic Subsidiary of which all of the outstanding equity securities (other than directors’ qualifying shares) are owned by the Borrower or another such Wholly-Owned Subsidiary.

Section 1.02.  Use of Defined Terms .  All terms defined in this Agreement shall have their defined meanings when used in the Revolving Credit Note, the Security Documents, the other Loan Documents, and all certificates, reports or other documents made or delivered pursuant to this Agreement, unless otherwise defined therein or unless the specific context shall otherwise require.

Section 1.03.  Accounting Terms .  All accounting terms not specifically defined herein shall be construed in accordance with GAAP.

Section 1.04.  Other Definitional Provisions .  The words “hereof,” “herein”, “hereto” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section references are to this Agreement unless otherwise specified.  The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.  The word “including” and words of similar import when used in this Agreement shall mean “including, without limitation,” unless otherwise specified.

II.            GENERAL TERMS

Section 2.01.                                  Revolving Credit Loans .

(a)           Subject at all times to all of the terms and conditions of this Agreement, the Lender hereby agrees to extend to the Borrower a secured revolving credit facility, from the Closing Date to the Revolving Credit Maturity Date, in an aggregate principal amount not to exceed, at any time outstanding, the Maximum Revolver Amount then in effect (the “ Revolving Credit Commitment ”).

(b)           Such revolving credit loans are herein sometimes referred to individually as an “ Advance ” and collectively as the “ Advances .”  Subject at all times to all of the terms and conditions of this Agreement, from the Closing Date to the Revolving Credit Maturity Date and within the limits of the Revolving Credit Commitment, the Lender shall lend, and the Borrower may borrow, prepay (without premium or penalty) and reborrow under this Section 2.01.  Each request for an Advance (i) shall be irrevocable for the amount requested therein, (ii) shall be deemed to constitute an express affirmation that all conditions precedent set forth in part B of Article IV below are satisfied on the date of such request and will be satisfied on the requested Borrowing Date, and (iii) shall be made to the Lender in writing, not later than three (3) Business Days prior to the requested Borrowing Date, by an authorized officer of the Borrower or by telephonic communication by such authorized officer to the Lender, which shall be confirmed by written notice to the Lender to be delivered to the Lender by the Business Day next following the subject request.  In no event shall the Borrower request, or shall the Lender be required to honor, (A) any request for an Advance in an amount greater than the Availability at such time, (B) any request for an Advance in an amount less than $100,000 (or, if less, the remaining Availability at such time), or (C) more than two (2) requests for the borrowing of Advances in any seven (7) calendar day period.  Anything elsewhere contained in this Agreement to the contrary notwithstanding, on the Closing Date, the Lender shall make an Advance to the Borrower in an amount equal to the outstanding principal balance of and unpaid accrued interest on the Term Loan, the proceeds of which shall be used on the Closing Date to repay in full such principal and interest of the Term Loan (whereupon the Lender shall mark the Term Note as “paid in full” and cancel same).

(c)           The Borrower shall pay the Lender interest on all Advances at the rate(s) per annum as in effect from time to time in accordance with the Revolving Credit Note, which shall be computed on the daily unpaid balance of all Advances made under the Borrower’s revolving credit loan accounts with the Lender, based on a three hundred sixty (360) day year, counting the actual number of days elapsed.  Such interest shall be payable in the amounts and at the times provided in the Revolving Credit Note.  The Borrower hereby authorizes the Lender to charge the Borrower’s revolving credit loan accounts for all such interest; provided , however , that the Lender shall be under no obligation to make any such charge to the Borrower’s revolving credit loan accounts (including, without limitation, if there is insufficient Availability at the time such interest is due and payable).

(d)           In the event and to the extent that, at any time, the outstanding principal amount of Advances exceeds the Maximum Revolver Amount then in effect, then the Borrower shall immediately, without notice or demand, make a payment to the Lender in respect of the Advances in an amount sufficient to cause the outstanding principal amount of Advances to be equal to or less than the Maximum Revolver Amount then in effect.

(e)           Unless sooner due and payable by reason of an Event of Default hereunder having occurred and having been continuing at the time of acceleration, the Borrower shall pay in full all of the Obligations to the Lender in respect of all Advances on or prior to the Revolving Credit Maturity Date.  If so requested by the Borrower not earlier than September 30, 2010 and not later than October 31, 2010, the Lender may, in its sole and absolute discretion, agree to extend the Revolving Credit Maturity Date to December 31, 2011, provided that any such extension must be stated in writing by the Lender and shall be expressly subject to there being no continuing Default or Event of Default on the originally scheduled Revolving Credit Maturity Date (which condition may be waived in the Lender’s sole and absolute discretion).

(f)           All Advances shall be evidenced by a secured Amended and Restated Revolving Credit Note of the Borrower payable to the Lender or registered assigns.

(g)           On the first Business Day of each of the first twelve (12) calendar weeks in each calendar quarter commencing with the calendar quarter ending March 31, 2010, the Maximum Revolver Amount shall be reduced by an amount equal to 1/12 ^th of the amount, calculated as of the last day of the immediately preceding calendar quarter, equal to the sum of (i) the amount (if any) of Availability, plus (ii) all cash and cash equivalents of the Borrower and its Subsidiaries determined in accordance with GAAP on a consolidated basis, minus (iii) all documented reasonable Costs and Expenses incurred and paid in cash by the Borrower between the date of this Agreement and such quarter-end in connection with the registration of the resale of the Warrant Shares.  Such reduction amounts shall initially be based upon an estimated consolidated balance sheet of the Borrower and its Subsidiaries to be delivered by the Borrower to the Lender not later than the last day of the immediately preceding calendar quarter, and such reductions shall be subject to adjustment and reconciliation on the first weekly reduction date following delivery of the final consolidated balance sheet for the immediately preceding calendar quarter; and in the event that the Borrower is late in delivering any such estimated balance sheet, the adjustments to be made pending delivery of the delinquent balance sheet shall be made in such amounts as the Lender may determine in its Permitted Discretion.  To the extent that, after giving effect to any such reduction, the outstanding Advances shall exceed the Revolving Credit Commitment, then the Borrower shall immediately, without notice or demand, make a payment to the Lender in respect of the Advances in an amount sufficient to cause the outstanding principal amount of Advances to be equal to or less than the Revolving Credit Commitment then in effect.  In addition, the Borrower may, at its option, without payment of any premium or penalty, terminate or reduce the Maximum Revolver Amount at any time by giving ten (10) Business Days’ prior written notice thereof to the Lender, and paying to the Lender, (A) on the date fixed for termination, an amount equal to the sum of all outstanding principal and accrued interest of the Advances, or (B) on the date fixed for reduction, any amount required to cause the outstanding Advances to be equal to or less than the Revolving Credit Commitment then in effect; and following any such optional reduction, the starting point for the next mandatory reduction shall be the Maximum Revolver Amount established pursuant to the optional reduction.

Section 2.02.  Increase of Revolving Credit Commitment .  Upon written request of the Borrower at any time, the Lender will consider in good faith an increase in the Maximum Revolver Amount to an aggregate amount not in excess of $11,250,000 minus any and all required reductions in the Maximum Revolver Amount pursuant to Section 2.01(g) above and minus the outstanding principal amount of any Indebtedness incurred pursuant to Section 6.01(j) below, provided and on condition that the Borrower introduce the Lender to a Participant, reasonably satisfactory to the Lender, to participate in the Loans and the Revolving Credit Commitment, in a principal amount not less than the requested increase in the Maximum Revolver Amount, on a pari passu basis with the Lender pursuant to a participation agreement in form and substance reasonably satisfactory to the Lender.

Section 2.03.  Fees and Premiums .

(a)           The Borrower shall pay the Modification Fee in installments, which shall be due and payable (i) $60,000 on January 1, 2010, and (ii) $50,000 on each of April 1, 2010, July 1, 2010 and October 1, 2010 (subject to acceleration in accordance with Section 7.02 below); and the Borrower hereby authorizes the Lender to charge any and all such installments, as and when due, to the Borrower’s revolving credit loan account with the Lender.  The Modification Fee shall be deemed fully earned on the Closing Date, and shall not be refundable in whole or in part and shall not be subject to reduction or set-off under any circumstances.

(b)           The Borrower shall further pay to the Lender, on the first (1 ^st ) Business Day of each calendar month prior to the Revolving Credit Maturity Date or the earlier termination of the Revolving Credit Commitment, and on the Revolving Credit Maturity Date or the earlier termination of the Revolving Credit Commitment and payment of the Obligations, an Unused Commitment Fee in an amount equal to 0.25% per annum (calculated on the basis of a 360-day year counting the actual number of days) of the amount by which the Maximum Revolving Amount exceeded the average daily outstanding principal amount of Advances during the immediately preceding calendar month (or other applicable calculation period).  The Borrower hereby authorizes the Lender to charge any and all such Unused Commitment Fees, as and when due, to the Borrower’s revolving credit loan account with the Lender.

(c)           Payments received in respect of the Obligations after 2:00 p.m. Eastern time on any day shall be deemed to be received on the next succeeding Business Day, and if any payment is received other than by wire transfer of immediately available funds, such payment shall be subject to three (3) Business Days’ clearance prior to being credited to the Obligations for interest calculation purposes.

Section 2.04.  Use of Proceeds .  The Borrower shall utilize the proceeds of the Loans (a) on the Closing Date, (i) to repay the outstanding principal of and all unpaid accrued interest on the Term Loan, and (ii) to pay out-of-pocket costs and expenses relating to the transactions contemplated by this Agreement, and (b) from and after the Closing Date, for working capital and other general corporate purposes of the Borrower.

Section 2.05.  Further Obligations .  With respect to all Obligations for which the interest rate is not otherwise specified herein or in the applicable Loan Documents (whether such Obligations arise hereunder, pursuant to the Security Documents, or otherwise), such Obligations shall bear interest at the rate(s) in effect from time to time pursuant to the Revolving Credit Note.

Section 2.06.  Application of Payments .  All amounts paid to or received by the Lender in respect of the Obligations from whatever source (whether from the Borrower, any Subsidiary pursuant to the Guaranty Agreement, any realization upon any Collateral, or otherwise) shall, unless otherwise specified in this Agreement or otherwise directed by the Borrower with respect to any particular payment (unless an Event of Default shall then be continuing, in which event the Lender may disregard the Borrower’s direction), be applied (a) first, to reimburse the Lender for all out-of-pocket costs and expenses incurred by the Lender which are reimbursable to the Lender in accordance with this Agreement, the Revolving Credit Note and/or any of the other Loan Documents, (b) next, to any accrued but unpaid fees due under any of the Loan Documents, (c) next, to unpaid accrued interest on the Advances to the extent then due and payable in cash, (d) next, to the outstanding principal of the Advances, and (e) finally, to the payment of any other outstanding Obligations; provided , however , that during the continuance of an Event of Default, the Lender may apply any and all such amounts to such of the Obligations as the Lender may determine in its sole and absolute discretion.  After payment in full of the Obligations (to the extent then due and payable), any further amounts paid to or received by the Lender in respect of the Obligations shall be paid over to the Borrower or such other Person(s) as may be legally entitled thereto.

Section 2.07.  Sale or Maturity Date .  Anything elsewhere contained in this Agreement and/or the Revolving Credit Note to the contrary notwithstanding, the Revolving Credit Commitment shall terminate and the Advances and all other Obligations shall become immediately due and payable, without requirement of notice or demand, upon the consummation of any Sale or on the Revolving Credit Maturity Date.

Section 2.08.  Obligations Unconditional .

(a)           The payment and performance of all Obligations shall constitute the absolute and unconditional obligations of the Borrower, and shall be independent of any defense or rights of set-off, recoupment or counterclaim which the Borrower might otherwise have against the Lender.  All payments required by this Agreement and/or the Revolving Credit Note shall be paid free of any deductions or withholdings for any taxes or other amounts and without abatement, diminution or set-off.  If the Borrower is required by Applicable Law to make such a deduction or withholding from a payment hereunder, the Borrower shall pay to the Lender such additional amount as is necessary to ensure that, after the making of such deduction or withholding, the Lender receives (free from any liability in respect of any such deduction or withholding) a net sum equal to the sum which it would have received and so retained had no such deduction or withholding been made or required to be made.  The Borrower shall (i) pay the full amount of any deduction or withholding, which it is required to make by Applicable Law, to the relevant authority within the payment period set by the relevant Applicable Law, and (ii) promptly after any such payment, deliver to the Lender an original (or certified copy) official receipt issued by the relevant authority in respect of the amount withheld or deducted or, if the relevant authority does not issue such official receipts, such other evidence of payment of the amount withheld or deducted as is reasonably acceptable to the Lender.

(b)           If, at any time and from time to time after the Closing Date, (i) any change in any existing Applicable Law, regulation, treaty or directive or in the interpretation or application thereof, (ii) any new Applicable Law, regulation, treaty or directive enacted or application thereof, or (iii) compliance by the Lender with any request or directive (whether or not having the force of law) from any governmental authority (A) subjects the Lender to any tax, levy, impost, deduction, assessment, charge or withholding of any kind whatsoever with respect to any Loan Document, or changes the basis of taxation of payments to the Lender of any amount payable thereunder (except for net income taxes, or franchise taxes imposed in lieu of net income taxes, imposed generally by federal, state or local taxing authorities with respect to interest or commitment fees or other fees payable hereunder or changes in the rate of tax on the overall net income of the Lender or its members), or (B) imposes on the Lender any other condition or increased cost in connection with the transactions contemplated thereby or participations therein, and the result of any of the foregoing is to increase the cost to the Lender of making or continuing any Loan or to reduce any amount receivable hereunder, then, in any such case, the Borrower shall promptly pay to the Lender any additional amounts necessary to compensate the Lender, on an after-tax basis, for such additional cost or reduced amount as determined by the Lender.  If the Lender becomes entitled to claim any additional amounts pursuant to this Section 2.08(b), the Lender shall promptly notify the Borrower of the event by reason of which the Lender has become so entitled, and each such notice of additional amounts payable pursuant to this Section 2.08(b) submitted by the Lender to the Borrower shall, absent manifest error, be final, conclusive and binding for all purposes.

Section 2.09.  Reversal of Payments .  To the extent that any payment or payments made to or received by the Lender pursuant to this Agreement or any other Loan Document are subsequently invalidated, declared to be fraudulent or preferential, set aside, or required to be repaid to any trustee, receiver or other person under any state or federal bankruptcy or other such law, then, to the extent thereof, such amounts shall be revived as Obligations and continue in full force and effect hereunder as if such payment or payments had not been received by the Lender.

III.            REPRESENTATIONS AND WARRANTIES

As of the Closing Date, on each day when an Advance is requested, and on each Borrowing Date (unless the representation and warranty relates solely to a specific date, in which case such representation and warranty shall continue to relate to such specific date), the Borrower hereby makes the following representations and warranties to the Lender, all of which representations and warranties shall survive the Closing Date, the delivery of the Revolving Credit Note and the making of the Loans, shall be continuing in nature so long as any Obligations are outstanding or the Revolving Credit Commitment remains in effect, and are as follows:

Section 3.01.  Financial Matters .

(a)           The Borrower has heretofore furnished to the Lender (i) the audited consolidated financial statements (including balance sheets, statements of income and statements of cash flows, and including the notes thereto) of the Borrower and its Subsidiaries as at December 31, 2006, 2007 and 2008, and for the Fiscal Years then ended, and (ii) the unaudited consolidated financial statements of the Borrower and its Subsidiaries (including the notes thereto) as of March 31, 2009 and for the three (3) months then ended (collectively, the “ Financial Statements ”).

(b)           The Financial Statements (i) have been prepared in accordance with GAAP and Regulation S-X promulgated under the Act on a consistent basis for all periods (subject, in the case of unaudited statements, to the absence of full footnote disclosures, and to normal non-material audit adjustments), (ii) are complete and correct in all material respects, (iii) fairly present the consolidated financial condition of the Borrower and its Subsidiaries as of said dates, and the results of their operations for the periods stated, (iv) contain and reflect all necessary material adjustments and accruals for a fair presentation of the Company’s consolidated financial condition and the results of its consolidated operations as of the dates of and for the periods covered by such Financial Statements, and (v) make full and adequate provision, subject to and in accordance with GAAP, for the various assets and liabilities (including, without limitation, deferred revenues) of the Company and its Subsidiaries, fixed or contingent, and the results of their operations and transactions in their accounts, as of the dates and for the periods referred to therein.

(c)           Except as set forth in Schedule 3.01 of the Disclosure Schedule, the Borrower and its Subsidiaries do not have any liabilities, obligations or commitments of any kind or nature whatsoever, whether absolute, accrued, contingent or otherwise (collectively “ Liabilities and Contingencies ”), including, without limitation, Liabilities and Contingencies under employment agreements and with respect to any “earn-outs”, stock appreciation rights, or related compensation obligations, except: (i) Liabilities and Contingencies disclosed in the Financial Statements or footnotes thereto, (ii) Liabilities and Contingencies incurred in the ordinary course of business and consistent with past practice since the date of the most recent Financial Statements, or (iii) those Liabilities  and Contingencies which are not required to be disclosed under GAAP.  The reserves, if any, reflected on the consolidated balance sheet of the Borrower and its Subsidiaries included in the most recent Financial Statements are appropriate and reasonable.  Neither the Borrower nor any of its Subsidiaries has had or presently has any Indebtedness for money borrowed, outstanding obligations for the purchase price of property, contingent obligations or liabilities for taxes, or any unusual forward or long-term commitments,  except as specifically set forth or provided for in the Financial Statements or in Schedule 3.01 of the Disclosure Schedule.

(d)           Since the date of the most recent Financial Statements, except for the transactions pursuant to the Loan Documents and except as set forth in Schedule 3.01 of the Disclosure Schedule, there has been no material adverse change in the working capital, condition (financial or otherwise), assets, liabilities, reserves, business, management or Business Operations of the Borrower or any of its Subsidiaries, including, without limitation, the following:

(i)           there has been no material change in any assumptions underlying, or in any methods of calculating, any bad debt, contingency or other reserve relating to the Borrower or any Subsidiary;

(ii)           there have been (A) no write-downs in the value of any inventory of, and there have been no write-offs as uncollectible of any notes, Accounts or other receivables of, the Borrower or any Subsidiary other than write-offs of accounts receivable reserved in full as of the date of the most recent financial statements delivered to the Lender, and (B) no reserves established for the uncollectibility of any notes, Accounts or other receivables of the Borrower or any Subsidiary except to the extent that same have been disclosed to the Lender in writing;

(iii)           no debts have been cancelled, no claims or rights of substantial value have been waived and no properties or assets (real, personal or mixed, tangible or intangible) have been sold, transferred, or otherwise disposed of by the Borrower or any Subsidiary except (A) dispositions of worn-out or obsolete personal property, and (B) otherwise in the ordinary course of business and consistent with past practice;

(iv)           there has been no change in any method of accounting or accounting practice utilized by the Borrower or any Subsidiary;

(v)           no material casualty, loss or damage has been suffered by the Borrower or any Subsidiary, regardless of whether such casualty, loss or damage is or was covered by insurance;

(vi)           to the Borrower’s Knowledge, (A) there have been no announced changes in the policies or practices of any customer, supplier or referral source which would reasonably be expected to have a Material Adverse Effect, and (B) no material Account Debtor has suffered or effected any of the conditions described in Sections 7.01(f) or 7.01(g) below or otherwise indicated in writing its inability to or its anticipated inability to pay its debts and obligations as they become due;

(vii)           there has been no incurrence by the Company or any Subsidiary of (A) any material liability or obligation outside of the ordinary course of business, or (B) any Indebtedness other than Permitted Indebtedness;

(viii)          there has been no declaration, setting aside or payment of any dividend or distribution or any other payment of any kind by the Borrower to or in respect of any equity securities of the Borrower; and

(ix)           no action described in this Section 3.01(d) has been agreed to be taken by the Borrower or any Subsidiary.

(e)           Except as otherwise provided in the SEC Reports, as evaluated at the end of each fiscal quarter in the case of disclosure controls and procedures, and as evaluated at the end of each Fiscal Year in the case of internal controls, the Borrower and its Subsidiaries have in place adequate systems of internal controls and disclosure controls and procedures sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and Regulation S-X and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, and (v) the Borrower and its management are able to obtain timely and accurate information regarding the Business Operations and all material transactions relating to the Borrower and the Subsidiaries; and no material deficiency exists with respect to the Borrower’s or any Subsidiary’s systems of internal controls.

(f)           All of the SEC Reports, as of the respective dates thereof (but giving effect to any amendments or supplements thereto filed prior to the date of this Agreement), complied in all material respects, as applicable, with the Act and the Exchange Act.

Section 3.02.  Organization; Corporate Existence .

(a)