##### 



Exhibit 10.1




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##### 



Table of Contents
 PageARTICLE IDefinitionsSECTION 1.01. Defined Terms
    
    
    1SECTION 1.02. Terms Generally
    
    
    38SECTION 1.03. Classification of Loans and Borrowings
    
    
    38ARTICLE IIThe CreditsSECTION 2.01. Commitments
    
    
    39SECTION 2.02. Loans
    
    
    39SECTION 2.03. Borrowing Procedure
    
    
    40SECTION 2.04. Evidence of Debt; Repayment of Loans
    
    
    40SECTION 2.05. Administrative Agent Fees
    
    
    41SECTION 2.06. Interest on Loans
    
    
    41SECTION 2.07. Default Interest
    
    
    42SECTION 2.08. Alternate Rate of Interest
    
    
    42SECTION 2.09. Termination of Commitments
    
    
    42SECTION 2.10. Conversion and Continuation of Borrowings
    
    
    42SECTION 2.11. Repayment of Borrowings
    
    
    44SECTION 2.12. Optional Prepayment
    
    
    45SECTION 2.13. Mandatory Prepayments
    
    
    45SECTION 2.14. Reserve Requirements; Change in Circumstances
    
    
    46SECTION 2.15. Change in Legality
    
    
    47SECTION 2.16. Indemnity
    
    
    48SECTION 2.17. Pro Rata Treatment
    
    
    48SECTION 2.18. Sharing of Setoffs
    
    
    49SECTION 2.19. Payments
    
    
    49SECTION 2.20. Taxes
    
    
    50SECTION 2.21. Assignment of Commitments Under Certain Circumstances; Duty to Mitigate
    
    
    51SECTION 2.22. Incremental Loans
    
    
    52SECTION 2.23. Change of Control
    
    
    54ARTICLE IIIRepresentations and WarrantiesSECTION 3.01. Organization; Powers
    
    
    55SECTION 3.02. Authorization
    
    
    55SECTION 3.03. Enforceability
    
    
    55SECTION 3.04. Governmental Approvals
    
    
    56SECTION 3.05. Financial Statements
    
    
    56SECTION 3.06. No Material Adverse Change
    
    
    56
 i




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Table
of Contents
 PageSECTION 3.07. Title to Properties; Possession Under Leases
    
    
    57SECTION 3.08. Subsidiaries
    
    
    57SECTION 3.09. Litigation; Compliance with Laws
    
    
    57SECTION 3.10. Agreements
    
    
    57SECTION 3.11. Federal Reserve Regulations
    
    
    58SECTION 3.12. Investment Company Act
    
    
    58SECTION 3.13. Use of Proceeds
    
    
    58SECTION 3.14. Tax Returns
    
    
    58SECTION 3.15. No Material Misstatements
    
    
    58SECTION 3.16. Employee Benefit Plans
    
    
    58SECTION 3.17. Environmental Matters
    
    
    59SECTION 3.18. Insurance
    
    
    59SECTION 3.19. Security Documents
    
    
    59SECTION 3.20. Location of Real Property and Leased Premises
    
    
    60SECTION 3.21. Labor Matters
    
    
    61SECTION 3.22. Solvency
    
    
    61ARTICLE IVConditions of LendingARTICLE VAffirmative CovenantsSECTION 5.01. Existence; Compliance with Laws; Businesses and Properties
    
    
    64SECTION 5.02. Insurance
    
    
    64SECTION 5.03. Obligations and Taxes
    
    
    65SECTION
5.04. Financial Statements, Reports, etc.
    
    
    65SECTION 5.05. Litigation and Other Notices
    
    
    67SECTION 5.06. Information Regarding Collateral
    
    
    68SECTION 5.07. Maintaining Records; Access to Properties and Inspections; Maintenance of Ratings
    
    
    68SECTION 5.08. Use of Proceeds
    
    
    68SECTION 5.09. Employee Benefits
    
    
    68SECTION 5.10. Compliance with Environmental Laws
    
    
    69SECTION 5.11. Preparation of Environmental Reports
    
    
    69SECTION 5.12. Further Assurances
    
    
    69SECTION 5.13. Maintenance of Corporate Separateness
    
    
    70ARTICLE VINegative CovenantsSECTION 6.01. Limitation on Indebtedness
    
    
    71SECTION 6.02. Limitation on Liens
    
    
    74SECTION 6.03. Limitation on Restricted Payments
    
    
    74
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Table
of Contents
 PageSECTION 6.04. Limitation on Restrictions on Distributions from Restricted Subsidiaries
    
    
    79SECTION 6.05. Limitation on Sales of Assets and Subsidiary Stock
    
    
    81SECTION 6.06. Limitation on Affiliate Transactions
    
    
    82SECTION 6.07. Limitation on Line of Business
    
    
    84SECTION 6.08. Merger and Consolidation
    
    
    84SECTION 6.09. Limitation on Sale/Leaseback Transactions
    
    
    86SECTION 6.10. Impairment of Security Interest
    
    
    86ARTICLE VIIEvents of DefaultARTICLE VIIIThe Administrative AgentARTICLE IXMiscellaneousSECTION 9.01. Notices
    
    
    91SECTION 9.02. Survival of Agreement
    
    
    92SECTION 9.03. Binding Effect
    
    
    92SECTION 9.04. Successors and Assigns
    
    
    92SECTION 9.05. Expenses; Indemnity
    
    
    96SECTION 9.06. Right of Setoff
    
    
    97SECTION 9.07. Applicable Law
    
    
    97SECTION 9.08. Waivers; Amendment
    
    
    97SECTION 9.09. Interest Rate Limitation
    
    
    98SECTION 9.10. Entire Agreement
    
    
    98SECTION 9.11. WAIVER OF JURY TRIAL
    
    
    99SECTION 9.12. Severability
    
    
    99SECTION 9.13. Counterparts
    
    
    99SECTION 9.14. Headings
    
    
    99SECTION 9.15. Jurisdiction; Consent to Service of Process
    
    
    99SECTION 9.16. Confidentiality
    
    
    100SECTION 9.17. USA PATRIOT Act Notice
    
    
    100
 iii




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Table
of Contents
 SCHEDULES
 Page
 Schedule 1.01(a)
    
    
    
    Subsidiary GuarantorsSchedule 1.01(b)
    
    
    
    Existing LiensSchedule 2.01
    
    
    
    Lenders and CommitmentsSchedule 3.08
    
    
    
    SubsidiariesSchedule 3.09
    
    
    
    LitigationSchedule 3.17
    
    
    
    Environmental MattersSchedule 3.18
    
    
    
    InsuranceSchedule 3.19(a)
    
    
    
    UCC Filing OfficesSchedule 3.20(b)
    
    
    
    Leased Real PropertySchedule IV(d)
    
    
    
    Local CounselSchedule 6.01
    
    
    
    Existing Indebtedness
 EXHIBITS
 Exhibit A
    
    
    
    Form of Administrative QuestionnaireExhibit B
    
    
    
    Form of Assignment and AcceptanceExhibit C
    
    
    
    Form of Borrowing RequestExhibit D
    
    
    
    Form of Guarantee, Collateral and Intercreditor AgreementExhibit E
    
    
    
    Form of Term Loan Promissory Note
 iv




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Agreement Borrower Holdings Administrative
Agent Collateral Agent
    Definitions
 Defined Terms
 ABR
 Additional Assets provided however
 Adjusted LIBO Rate
 Administrative Agent
 Administrative Agent Fees




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Administrative Questionnaire
 Affiliate provided
 Affiliate Transaction
 Agreement
 Alternate Base Rate 1 2
 Annual Reporting Period
 Applicable Percentage
 Asset Sale
 2




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Assignment and Acceptance
 Attributable Debt provided however
 Average Life
 Board
 Board of Directors
 Borrower
 Borrowing
 Borrowing Request
 Business Day provided however Business Day
 Capital Expenditures
 3




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Capital Lease Obligation
 Capital Stock
 Change of Control
 4




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Change in Law
 Closing Date
 Code
 Collateral
 Collateral Agent
 Commitment Commitments
 Commodity Agreement
 Consolidated Coverage Ratio provided however
 5




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Consolidated Foreign Assets
 6




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##### 



Consolidated Interest Expense plus provided however less provided however
 Consolidated Leverage Ratio less Reference Period provided however
 7




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Consolidated Net Income provided however
    8




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9




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provided however
 provided further, however
 Consolidated Total Assets
 Credit Agreements
 Credit Facilities
 Cure Right
 Currency Agreement
 10




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Current Assets
 Current Liabilities
 Default
 Designated Noncash Consideration
 Designated Preferred Stock provided however
 Disqualified Stock provided however
 11




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##### 



provided however
 dollars $
 Domestic Restricted Subsidiary
 Earn-Out Consideration
 EBITDA plus less
  12




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Environmental Laws
 Environmental Liability
 Equity Offering
 ERISA
 ERISA Affiliate
 ERISA Event
 13




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Eurodollar
 Event of Default
 Excess Cash Flow i.e. i.e.
 Exchange Act
 Excluded Contribution
 14




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Excluded Taxes
 Existing Credit Agreement
 Existing PIK Notes
 Fair Market Value provided however
 15




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##### 



Federal Funds Effective Rate
 Fee Letter
 Financial Officer
 Financial Performance Covenants
 Foreign Benefit Event
 Foreign Lender
 Foreign Pension Plan
 Foreign Subsidiary
 16




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GAAP
     Governmental Authority
 Granting Lender
 Guarantee provided however Guarantee Guarantee
 Guarantee, Collateral and Intercreditor Agreement
 Guarantors
 Hazardous Materials
 17




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Hedging Obligations
 Holdings
 Incremental Borrowing 
 Incremental Lender
 Incremental Loan Amount
 Incremental Loan Assumption Agreement
 Incremental Loan Commitment
 Incremental Loan Maturity Date
 Incremental Loan Repayment Dates
 Incremental Loans
 Incur provided however Incurrence
 18




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Indebtedness provided however Indebtedness provided however
 provided however
 19




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Indemnified Taxes
 Independent Qualified Party provided however
 Interest Payment Date
 Interest Period provided however
 Interest Rate Agreement
 Investment
 Investment
 20




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provided however less
 Lenders
 LIBO Rate provided
 Lien
 Loan Documents
 Loan Parties
 21




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Loans Loans
 Management Agreement
 Margin Stock
 Material Adverse Effect
 Material Indebtedness
 Maturity Date
 Monthly Reporting Period
 Moodys
 Mortgaged Properties
 Mortgages
 Multiemployer Plan
 Net Cash Proceeds
 22




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##### 



provided provided however
 Notice of Change of Reporting Period
 Obligations
 Officer
 Officers Certificate
 Opinion of Counsel
 Other Loans
 23




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##### 



Other Taxes
 Parent
 PBGC
 Perfection Certificate
 Permitted Cure Securities
 Permitted Holders
 Permitted Investment
 provided however
 provided however
  provided however
  24




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provided however
  25




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##### 



provided however
 Permitted Lien
 provided
  provided
 provided
      26




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##### 



provided
 provided
 provided
 Person
 Plan
 Preferred Stock
 27




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##### 



Prime Rate
 Products
 Qualified Capital Stock
 Qualified Securitization Financing
 Quarterly Reporting Period
 Refinance Refinanced Refinancing
 Refinancing Indebtedness provided however
 28




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##### 



provided further however
 Register
 Regulation T
 Regulation U
 Regulation X
 Related Business
 Related Fund
 Related Parties
 Release
 Repayment Date
 Required Lenders
 29




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Responsible Officer
 Restricted Payment
 Restricted Subsidiary
 Revolving Loan Credit Agreement
 Revolving Loan Obligations
 30




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Revolving Loan Secured Parties
 Sale/Leaseback Transaction
 Secured Parties
 Securities Act
 Securitization Assets
 Securitization Fees
 Securitization Financing
 Securitization Repurchase Obligation
 Securitization Subsidiary
 31




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Security Documents
 Senior Indebtedness provided, however
 Senior Leverage Ratio less
 32




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Reference Period provided however
   33




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Senior Note Documents
 Senior Note Indenture
 Senior Notes 3 4
 Shareholders Agreement
 Significant Subsidiary
 SPC
 Specified Equity Issuance
 Sponsor
 S&P
 Standard Securitization Undertakings
 34




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Stated Maturity
 Statutory Reserves
 Subordinated Obligation
 ubsidiary
 Subsidiary
 Subsidiary Guarantee
 Subsidiary Guarantor
 Successor Borrower
 Synthetic Lease
 35




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##### 



Synthetic Lease Obligations
 Tax Payments
 Taxes
 Temporary Cash Investments
 Term Loan Obligations
 Term Loan Repayment Dates
 Term Loan Secured Parties
 36




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Transactions
 Type Rate
 Unrestricted Subsidiary
   provided, however
 provided, however
 USA PATRIOT Act
 Voluntary Prepayment
 37




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Voting Stock
 Wholly Owned Subsidiary
 Withdrawal Liability
 Terms Generally provided however
 Classification of Loans and Borrowings . e.g e.g.
 38




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##### 



The Credits
 Commitments
  Loans provided, however
 provided provided, however
  39




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##### 



Borrowing Procedure provided however
 Evidence of Debt; Repayment of Loans
 40




---



##### 



prima facie provided however
  Administrative Agent Fees Administrative Agent Fees
 Interest on Loans
   41




---



##### 



Default Interest
 Alternate Rate of Interest
 Termination of Commitments
 Conversion and Continuation of Borrowings
   42




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43




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##### 



Repayment of Borrowings Repayment Date
 Quarterly Reporting PeriodEnding on or About
    
    Scheduled Repayment of LoansDecember 31, 2007
    
    $
    191,589.76March 31, 2008
    
    $
    191,589.76June 30, 2008
    
    $
    191,589.76September 30, 2008
    
    $
    191,589.76December 31, 2008
    
    $
    191,589.76March 31, 2009
    
    $
    191,589.76June 30, 2009
    
    $
    191,589.76September 30, 2009
    
    $
    191,589.76December 31, 2009
    
    $
    191,589.76March 31, 2010
    
    $
    191,589.76June 30, 2010
    
    $
    191,589.76September 30, 2010
    
    $
    191,589.76December 31, 2010
    
    $
    191,589.76March 31, 2011
    
    $
    191,589.76June 30, 2011
    
    $
    191,589.76September 30, 2011
    
    $
    191,589.76December 31, 2011
    
    $
    191,589.76March 31, 2012
    
    $
    191,589.76June 30, 2012
    
    $
    191,589.76September 30, 2012
    
    $
    191,589.76Maturity Date
    
    $
    72,804,106.80TOTAL:
    
    $
    76,635,902.00
  44




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##### 



Optional Prepayment provided, however
   Mandatory Prepayments
 provided however
 45




---



##### 



minus provided
    Reserve Requirements; Change in Circumstances
 46




---



##### 



provided provided further
 Change in Legality
  47




---



##### 



Indemnity Breakage Event
 Pro Rata Treatment
 48




---



##### 



Sharing of Setoffs provided however
 Payments th
  49




---



##### 



Taxes provided
    50




---



##### 



Assignment of Commitments Under Certain Circumstances; Duty to Mitigate provided provided further
 51




---



##### 



Incremental Loans provided Other Loans
 provided
 52




---



##### 



OID Yield Differential
   53




---



##### 



Change of Control
 Change of Control Offer
     provided
  54




---



##### 



Representations and Warranties
  Organization; Powers
 Authorization
 Enforceability
 55




---



##### 



Governmental Approvals
 Financial Statements
  No Material Adverse Change
 56




---



##### 



Title to Properties; Possession Under Leases
  Subsidiaries
 Litigation; Compliance with Laws
   Agreements
  57




---



##### 



Federal Reserve Regulations
  Investment Company Act
 Use of Proceeds
 Tax Returns
 No Material Misstatements provided
 Employee Benefit Plans
 58




---



##### 



Environmental Matters
  Insurance
 Security Documents
 59




---



##### 



Location of Real Property and Leased Premises
  60




---



##### 



Labor Matters
 Solvency
  Conditions of Lending
      61




---



##### 



62




---



##### 



63




---



##### 



Affirmative Covenants
  Existence; Compliance with Laws; Businesses and Properties
  Insurance
 64




---



##### 



Obligations and Taxes provided however
 Financial Statements, Reports, etc
 65




---



##### 



66




---



##### 



Litigation and Other Notices
    67




---



##### 



Information Regarding Collateral
  Maintaining Records; Access to Properties and Inspections; Maintenance of
Ratings provided
  Use of Proceeds
 Employee Benefits
 68




---



##### 



Compliance with Environmental Laws provided however
 Preparation of Environmental Reports
 Further Assurances
 69




---



##### 



Mortgaged Properties
  Maintenance of Corporate Separateness
 70




---



##### 



Negative Covenants
  Limitation on Indebtedness provided however
  provided however
 provided however
  71




---



##### 



provided however
 provided however
  provided however
    72




---



##### 



provided however
 provided however
 provided however
     73




---



##### 



Limitation on Liens
 Limitation on Restricted Payments
    74




---



##### 



provided, however provided however
 provided however
 provided however
 provided however
 75




---



##### 



provided further however plus less provided however provided further however
 provided however provided further however
 provided however
 provided however provided further however
 provided however provided further however
 76




---



##### 



provided however provided further however
 provided however provided
further however
 provided however
 provided however
 provided however
  77




---



##### 



provided however
      provided however provided further however
 provided however provided further however
 78




---



##### 



provided further however
 Tax Payments provided however
   provided however provided
further
 provided however
 Limitation on Restrictions on Distributions from Restricted Subsidiaries
 79




---



##### 



provided however
  provided however
     80




---



##### 



Limitation on Sales of Assets and Subsidiary Stock
  provided however
    81




---



##### 



Limitation on Affiliate Transactions Affiliate
Transaction
       82




---



##### 



83




---



##### 



provided however
 Limitation on Line of Business
 Merger and Consolidation
 Successor Borrower
  provided however
  84




---



##### 



provided however
   85




---



##### 



Limitation on Sale/Leaseback Transactions
    Impairment of Security Interest
  Events of Default
 Events of Default
     86




---



##### 



provided
   87




---



##### 



88




---



##### 



The Administrative Agent
   89




---



##### 



90




---



##### 



Miscellaneous
 Notices
 rd
 91




---



##### 



th
   Survival of Agreement
 Binding Effect
 Successors and Assigns
  92




---



##### 



provided provided however provided
  93




---



##### 



Register
  provided however
 94




---



##### 



provided
 provided
 Granting
Lender SPC provided
 95




---



##### 



Expenses; Indemnity
 Indemnitee provided
 provided
 96




---



##### 



Right of Setoff
 Applicable Law
 Waivers; Amendment
 97




---



##### 



provided however provided further
 Interest Rate Limitation Charges Maximum Rate
 Entire Agreement
 98




---



##### 



WAIVER OF JURY TRIAL
 Severability
 Counterparts
 Headings
 Jurisdiction; Consent to Service of Process
 99




---



##### 



Confidentiality Information provided
 USA PATRIOT Act Notice
 100




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##### 



101




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NETWORK COMMUNICATIONS, INC.,by
    /s/ Gerard ParkerName:
    Gerard ParkerTitle:
    Chief Financial OfficerGALLARUS MEDIA HOLDINGS, INC.,by
    /s/ Gerard ParkerName:
    Gerard ParkerTitle:
    Chief Financial Officer




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TORONTO DOMINION (TEXAS) LLC, as Administrative
Agent, Collateral Agent and LenderBy:
    /s/ Ian MurrayName:
    Ian MurrayTitle:
    Its Duly Authorized Signatory




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NATIONAL CITY BANK, as a LenderBy:
    /s/ Michael GrimesName:
    Michael GrimesTitle:
    Senior Vice President




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NATIXIS,as a LenderBy:
    /s/ Frank H. Madden, Jr.Name:
    Frank H. Madden, Jr.Title:
    Managing DirectorBy:
    /s/ Elizabeth A. HarkerName:
    Elizabeth A. HarkerTitle:
    Director




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WELLS FARGO FOOTHILL, INC.,as a LenderBy:

/s/
Amelie YehrosName:
    Amelie YehrosTitle:
    Senior Vice President