Exhibit 10.35

SEVENTH AMENDMENT TOCREDIT AGREEMENT 

        ThisSeventh Amendment to Credit Agreement (the “Amendment”) is made as of this 20thday of November, 2002 by and among ASCENT FUNDING, INC. (the “Borrower”), andLASALLE BANK NATIONAL ASSOCIATION (the “Bank”). 

W I T N E S S E T H: 

        **WHEREAS**,the Borrower and the Bank are parties to that certain Credit Agreement, dated as of June6, 1997, as amended by that certain First Amendment to Credit Agreement, dated as ofSeptember 8, 1998, as further amended by that certain Second Amendment to CreditAgreement, dated as of August 12, 1999, as further amended by that certain Third Amendmentto Credit Agreement, dated as of November 30, 2000 with an effective date of September 30,2000, as further amended by that certain Fourth Amendment to Credit Agreement, dated as ofApril 17, 2001, as further amended by that certain Fifth Amendment to Credit Agreement,dated as of November 27, 2001, and as further amended by that certain Sixth Amendment toCredit Agreement, dated as of May 15, 2002 (collectively, the “CreditAgreement”); and 

        **WHEREAS**,the Borrower and the Bank desire to further amend the Credit Agreement as more fully setforth herein; 

        **NOW,THEREFORE**, in consideration of the mutual agreements herein contained and other goodand valuable consideration, the adequacy of which is hereby acknowledged, and subject tothe terms and conditions hereof, the parties hereto agree as follows: 

SECTION 1.   **DEFINITIONS.**Unless  otherwise  defined herein,  all  capitalized  terms shall have the meaning given to them in the Credit Agreement. 

SECTION II.   **AMENDMENTS TO CREDIT AGREEMENT.**

        2.1The definition of “Anniversary Date” in Section 1.1 of the Credit Agreement ishereby deleted in its entirety and amended by inserting the following in its stead: 

        “AnniversaryDate means January 5 of each calendar year, commencing January 5, 2004.” 

        2.2The definition of “Commitment” in Section 1.1 of the Credit Agreement is herebydeleted in its entirety and amended by inserting the following in its stead: 

        “Commitmentmeans the commitment of the Bank to make Revolving Loans hereunder in the aggregate amountof $4,500,000, as the same may be adjusted from time to time pursuant to Section 2.4 or bywritten agreement between the Borrower and the Bank.” 

        2.3The definition of “Revolving Loan Termination Date” in Section 1.1 of the CreditAgreement is hereby deleted in its entirety and amended by inserting the following in itsstead: 

        “RevolvingLoan Termination Date means January 5, 2004; *provided*, *however*, if notfewer than seven (7) months nor more than nine (9) months prior to any Anniversary Date,the Borrower requests the Bank to extend the Revolving Loan Termination Date for anadditional year and if the Bank in its sole discretion in writing within thirty (30) daysof such request, grants such request, the Revolving Loan Termination Date means the dateto which the Revolving Loan Termination Date has been so extended. If such date is not aBusiness Date, the Revolving Loan Termination Date shall be the next preceding BusinessDay.” 

SECTION III.   **CONDITIONS  PRECEDENT.** The  effectiveness  of this  Amendment  is expressly  conditioned  upon  satisfaction  of thefollowing conditions precedent:

        3.1The Bank shall have received a copy of this Amendment duly executed by the Borrower.

        3.2The Bank shall have received a $10,000 renewal fee due and payable and deemed fully earnedon the date hereof. 

        3.3The Bank shall have received such other documents, certificates and assurances as it shallreasonably request, all of which shall have been delivered on or prior to the date hereof. 

SECTION IV.    **REAFFIRMATION OFTHE BORROWER.** The Borrower hereby represents and warrants to the Bank that(i) the warranties set forth in Article 5 of the Credit Agreement are true andcorrect on and as of the date hereof, except to the extent (a) that any such warrantiesrelate to a specific date, or (b) changes thereto are a result of transactions for whichthe Bank has granted its consent; (ii) the Borrower is on the date hereof incompliance with all of the terms and provisions set forth in the Credit Agreement ashereby amended; and (iii) upon execution hereof no Event of Default has occurred and iscontinuing or has not previously been waived. 

SECTION V.   **EXPENSES**. The Borrower shall pay, upon demand, all reasonableattorneys’ fees and out-of-pocket costs of the Bank in connection with this Amendmentand the agreements, documents and other items contemplated hereunder. 

SECTION VI.   **FULL FORCE AND EFFECT.**  Except as herein  amended,  the Credit  Agreement and all other Loan Documents shall remain in fullforce and effect.

SECTION VII.   **COUNTERPARTS.**  This  Amendment  may be executed in two or more  counterparts,  each of which shall be deemed an original,but all of which together shall constitute one and the same document.

        ******IN WITNESS WHEREOF**, the parties hereto have executed this Amendment on the dayand year specified above. 

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