Common use of Acknowledgement and Consent of Guarantors Clause in Contracts

Acknowledgement and Consent of Guarantors. Each of the undersigned has guaranteed the payment and performance of the Indebtedness by Borrower pursuant to Guaranties dated December 1, 2011. Each of the undersigned acknowledges and consents to the execution, delivery and performance of the foregoing Amendment No. 2 to Loan and Security Agreement and Amendment No. 1 to Note of even date herewith between Borrower and Bank (“Export Amendment”) which Export Amendment amends that certain Master Revolving Note dated as of December 1, 2011 made by Borrower to Bank (the “Export Note”), and (c) agrees that (i) its guaranty remains in full force and effect and (ii) it has absolutely no defenses, claims, rights of set-off, or counterclaims against Bank under, arising out of, or in connection with, the foregoing Amendment No. 2 to the Loan and Security Agreement, the Loan and Security Agreement, the Export Amendment, the Export Note, its guaranty, or the other Loan Documents. Each of the undersigned further represents that it is in compliance with all of the terms and conditions of its guaranty. The corporate resolutions and incumbency certifications of each of the undersigned delivered to Bank on or about May 18, 2012 remain in full force and effect, have not been amended, repealed or rescinded in any respect and may continue to be relied upon by Bank until written notice to the contrary is received by Bank, the officers named therein continue to hold those offices, the bylaws of each of the undersigned delivered to Bank on or about December 1, 2011 remain in full force and effect, have not been amended, repealed or rescinded in any respect and may continue to be relied upon by Bank until written notice to the contrary is received by Bank, and each of the undersigned continues to be in good standing under the laws of the State of Delaware. By: /s/ Xxxxxxx X Xxxxxx Name: Xxxxxxx X Xxxxxx Title: CFO Dated: November 6, 2012 By: /s/ Xxxxxxx X Xxxxxx Name: Xxxxxxx X Xxxxxx Title: CFO Dated: November 6, 2012

Acknowledgement and Consent of Guarantors. Each of Company and each Guarantor is a party to certain Collateral Documents and in the undersigned case of the Guarantors the Guaranties, in each case as amended through the First Amendment Effective Date. Company and Guarantors are collectively referred to herein as the “Credit Support Parties,” and such Collateral Documents and Guaranties are collectively referred to herein as the “Credit Support Documents.” Each Credit Support Party hereby acknowledges that it has guaranteed reviewed the terms and provisions of the Credit Agreement and this Amendment and Consent and consents to the amendment of the Credit Agreement effected pursuant to this Amendment and Consent. Each Credit Support Party hereby confirms that each Credit Support Document to which it is a party or otherwise bound and, except as otherwise expressly provided in this Amendment and Consent, all Collateral encumbered thereby will continue to guaranty or secure, as the case may be, to the fullest extent possible the payment and performance of all “Obligations,” “Guarantied Obligations” and “Secured Obligations,” as the Indebtedness by Borrower pursuant to Guaranties dated December 1case may be (in each case as such terms are defined in the applicable Credit Support Document), 2011. Each of including without limitation the undersigned acknowledges and consents to the execution, delivery payment and performance of all such “Obligations,” “Guarantied Obligations” or “Secured Obligations,” as the foregoing Amendment No. 2 to Loan and Security case may be, in respect of the Obligations of Company now or hereafter existing under or in respect of the Amended Agreement and Amendment Nothe Notes defined therein. 1 to Note of even date herewith between Borrower Each Credit Support Party acknowledges and Bank (“Export Amendment”) which Export Amendment amends that certain Master Revolving Note dated as of December 1, 2011 made by Borrower to Bank (the “Export Note”), and (c) agrees that (i) its guaranty remains any of the Credit Support Documents to which it is a party or by which it is otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment and Consent. Each Credit Support Party represents and warrants that all representations and warranties contained in the Amended Agreement and the Credit Support Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the First Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. Each Credit Support Party (other than Company) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment and Consent, such Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and Consent and (ii) it has absolutely no defensesnothing in the Credit Agreement, claims, rights this Amendment and Consent or any other Loan Document shall be deemed to require the consent of set-off, or counterclaims against Bank under, arising out of, or in connection with, the foregoing Amendment No. 2 such Credit Support Party to any future amendments to the Loan and Security Credit Agreement, the Loan and Security Agreement, the Export Amendment, the Export Note, its guaranty, or the other Loan Documents. Each of the undersigned further represents that it is in compliance with all of the terms and conditions of its guaranty. The corporate resolutions and incumbency certifications of each of the undersigned delivered to Bank on or about May 18, 2012 remain in full force and effect, have not been amended, repealed or rescinded in any respect and may continue to be relied upon by Bank until written notice to the contrary is received by Bank, the officers named therein continue to hold those offices, the bylaws of each of the undersigned delivered to Bank on or about December 1, 2011 remain in full force and effect, have not been amended, repealed or rescinded in any respect and may continue to be relied upon by Bank until written notice to the contrary is received by Bank, and each of the undersigned continues to be in good standing under the laws of the State of Delaware. By: /s/ Xxxxxxx X Xxxxxx Name: Xxxxxxx X Xxxxxx Title: CFO Dated: November 6, 2012 By: /s/ Xxxxxxx X Xxxxxx Name: Xxxxxxx X Xxxxxx Title: CFO Dated: November 6, 2012.

Acknowledgement and Consent of Guarantors. Each of Company and each Guarantor is a party to certain Collateral Documents and in the undersigned case of the Guarantors the Guaranties, in each case as amended through the Second Amendment Effective Date. Company and Guarantors are collectively referred to herein as the “Credit Support Parties,” and such Collateral Documents and Guaranties are collectively referred to herein as the “Credit Support Documents.” Each Credit Support Party hereby acknowledges that it has guaranteed reviewed the terms and provisions of the Credit Agreement and this Amendment and Consent and consents to the amendment of the Credit Agreement effected pursuant to this Amendment and Consent. Each Credit Support Party hereby confirms that each Credit Support Document to which it is a party or otherwise bound and, except as otherwise expressly provided in this Amendment and Consent, all Collateral encumbered thereby will continue to guaranty or secure, as the case may be, to the fullest extent possible the payment and performance of all “Obligations,” “Guarantied Obligations” and “Secured Obligations,” as the Indebtedness by Borrower pursuant to Guaranties dated December 1case may be (in each case as such terms are defined in the applicable Credit Support Document), 2011. Each of including without limitation the undersigned acknowledges and consents to the execution, delivery payment and performance of all such “Obligations,” “Guarantied Obligations” or “Secured Obligations,” as the foregoing Amendment No. 2 to Loan and Security case may be, in respect of the Obligations of Company now or hereafter existing under or in respect of the Amended Agreement and Amendment Nothe Notes defined therein. 1 to Note of even date herewith between Borrower Each Credit Support Party acknowledges and Bank (“Export Amendment”) which Export Amendment amends that certain Master Revolving Note dated as of December 1, 2011 made by Borrower to Bank (the “Export Note”), and (c) agrees that (i) its guaranty remains any of the Credit Support Documents to which it is a party or by which it is otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment and Consent. Each Credit Support Party represents and warrants that all representations and warranties contained in the Amended Agreement and the Credit Support Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the Second Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. Each Credit Support Party (other than Company) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment and Consent, such Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and Consent and (ii) it has absolutely no defensesnothing in the Credit Agreement, claims, rights this Amendment and Consent or any other Loan Document shall be deemed to require the consent of set-off, or counterclaims against Bank under, arising out of, or in connection with, the foregoing Amendment No. 2 such Credit Support Party to any future amendments to the Loan and Security Credit Agreement, the Loan and Security Agreement, the Export Amendment, the Export Note, its guaranty, or the other Loan Documents. Each of the undersigned further represents that it is in compliance with all of the terms and conditions of its guaranty. The corporate resolutions and incumbency certifications of each of the undersigned delivered to Bank on or about May 18, 2012 remain in full force and effect, have not been amended, repealed or rescinded in any respect and may continue to be relied upon by Bank until written notice to the contrary is received by Bank, the officers named therein continue to hold those offices, the bylaws of each of the undersigned delivered to Bank on or about December 1, 2011 remain in full force and effect, have not been amended, repealed or rescinded in any respect and may continue to be relied upon by Bank until written notice to the contrary is received by Bank, and each of the undersigned continues to be in good standing under the laws of the State of Delaware. By: /s/ Xxxxxxx X Xxxxxx Name: Xxxxxxx X Xxxxxx Title: CFO Dated: November 6, 2012 By: /s/ Xxxxxxx X Xxxxxx Name: Xxxxxxx X Xxxxxx Title: CFO Dated: November 6, 2012.

Acknowledgement and Consent of Guarantors. Each of the undersigned heretofore either (i) executed the above-referenced Credit Agreement dated as of December 2, 2014 in its capacity as a Guarantor or (ii) has guaranteed the payment and performance subsequently been joined as a Guarantor pursuant to an Additional Guarantor Supplement. Each of the Indebtedness by Borrower pursuant undersigned hereby consents to Guaranties dated December 1the First Amendment to the Credit Agreement as set forth above and confirms that its Guaranty, 2011and all obligations of the undersigned thereunder, remains in full force and effect. Each of the undersigned further agrees that the consent of the undersigned to any further amendments to the Credit Agreement shall not be required as a result of this consent having been obtained. Each of the undersigned acknowledges that the Administrative Agent and consents to the executionLenders are relying on the assurances provided herein in entering into the Amendment set forth above. AMERICAN REALTY CAPITAL - RETAIL CENTERS OF AMERICA, delivery and performance of the foregoing Amendment No. 2 to Loan and Security Agreement and Amendment No. 1 to Note of even date herewith between Borrower and Bank (“Export Amendment”) which Export Amendment amends that certain Master Revolving Note dated as of December 1INC., 2011 made by Borrower to Bank (the “Export Note”), and (c) agrees that (i) its guaranty remains in full force and effect and (ii) it has absolutely no defenses, claims, rights of set-off, or counterclaims against Bank under, arising out of, or in connection with, the foregoing Amendment No. 2 to the Loan and Security Agreement, the Loan and Security Agreement, the Export Amendment, the Export Note, its guaranty, or the other Loan Documents. Each of the undersigned further represents that it is in compliance with all of the terms and conditions of its guaranty. The corporate resolutions and incumbency certifications of each of the undersigned delivered to Bank on or about May 18, 2012 remain in full force and effect, have not been amended, repealed or rescinded in any respect and may continue to be relied upon by Bank until written notice to the contrary is received by Bank, the officers named therein continue to hold those offices, the bylaws of each of the undersigned delivered to Bank on or about December 1, 2011 remain in full force and effect, have not been amended, repealed or rescinded in any respect and may continue to be relied upon by Bank until written notice to the contrary is received by Bank, and each of the undersigned continues to be in good standing under the laws of the State of Delaware. a Maryland corporation By: /s/ Xxxxxxx X X. Xxxxxx Name: Xxxxxxx X X. Xxxxxx Title: CFO Dated: November 6Managing Member ARC SWWCHOH001, 2012 By: LLC By /s/ Xxxxxxx X Xxxxx X. Xxxxxxxx Name Xxxxx X. Xxxxxxxx Title Authorized Signatory ARC SSSDLLA001, LLC By /s/ Xxxxx X. Xxxxxxxx Name Xxxxx X. Xxxxxxxx Title Authorized Signatory ARC CPOKCOK001, LLC By /s/ Xxxxx X. Xxxxxxxx Name Xxxxx X. Xxxxxxxx Title Authorized Signatory ARC SSSDLLC001, LLC By /s/ Xxxxx X. Xxxxxxxx Name Xxxxx X. Xxxxxxxx Title Authorized Signatory ARC SSSDLLC001, LLC By /s/ Xxxxx X. Xxxxxxxx Name Xxxxx X. Xxxxxxxx Title Authorized Signatory ARC SWHOUTX001, LLC By /s/ Xxxxx X. Xxxxxxxx Name Xxxxx X. Xxxxxxxx Title Authorized Signatory ARC NWNCHSC001, LLC By /s/ Xxxxx X. Xxxxxxxx Name Xxxxx X. Xxxxxxxx Title Authorized Signatory ARC CTCHRNC001, LLC By /s/ Xxxxx X. Xxxxxxxx Name Xxxxx X. Xxxxxxxx Title Authorized Signatory ARC SRTULOK001, LLC By /s/ Xxxxx X. Xxxxxxxx Name Xxxxx X. Xxxxxxxx Title Authorized Signatory ARC PSFKFKY001, LLC By /s/ Xxxxx X. Xxxxxxxx Name Xxxxx X. Xxxxxxxx Title Authorized Signatory ARC NCCHRNC001, LLC By /s/ Xxxxx X. Xxxxxxxx Name Xxxxx X. Xxxxxxxx Title Authorized Signatory ARC SWWMGPA001, LLC By /s/ Xxxxx X. Xxxxxxxx Name Xxxxx X. Xxxxxxxx Title Authorized Signatory ARC SMWMBFL001, LLC By /s/ Xxxxx X. Xxxxxxxx Name Xxxxx X. Xxxxxxxx Title Authorized Signatory ARC WEMPSMN001, LLC By /s/ Xxxxx X. Xxxxxxxx Name Xxxxx X. Xxxxxxxx Title Authorized Signatory ARC TMMONPA001, LLC By /s/ Xxxxx X. Xxxxxxxx Name Xxxxx X. Xxxxxxxx Title Authorized Signatory ARC WLHUMTX001, LLC By /s/ Xxxxx X. Xxxxxxxx Name Xxxxx X. Xxxxxxxx Title Authorized Signatory ARC CLORFL001, LLC By /s/ Xxxxx X. Xxxxxxxx Name Xxxxx X. Xxxxxxxx Title Authorized Signatory This Exhibit A is attached to the Available Amount Certificate of American Realty Capital Retail Operating Partnership, L.P. for the Unencumbered Pool Determination Date of _____________, 201__ and delivered to BMO Xxxxxx Name: Xxxxxxx X Xxxxxx Title: CFO Dated: November 6Bank N.A., 2012as Administrative Agent, and the Lenders party to the Credit Agreement referred to therein. The undersigned hereby certifies that the following is a true, correct and complete calculation of Unencumbered Pool Value as of the Unencumbered Pool Determination Date set forth above:

Acknowledgement and Consent of Guarantors. Each of Guarantor (i) acknowledges the undersigned has guaranteed amendments to the payment Second Amended and performance of the Indebtedness by Borrower pursuant to Guaranties dated December 1, 2011. Each of the undersigned acknowledges and Restated Loan Agreement as set forth in this Amendment; (ii) consents to the executionexecution of this Amendment by the Borrower, delivery (iii) acknowledges that this consent is not required under the terms of its Guaranty and performance that the execution hereof by the Guarantor shall not be construed to require the Lenders to obtain its acknowledgment to any future amendment, modification or waiver of any term of the foregoing Amendment No. 2 to Loan and Security Agreement and Amendment No. 1 to Note of even date herewith between Borrower and Bank (“Export Amendment”) which Export Amendment amends that certain Master Revolving Note dated except as of December 1, 2011 made by Borrower to Bank (the “Export Note”)otherwise provided in said Guaranty, and (civ) acknowledges that it shall be bound by the terms of the Second Amended and Restated Credit Agreement as amended by this Amendment. Each Guarantor hereby agrees that (i) its guaranty remains in full force the Guaranty with respect to which it is a party shall apply, without limitation, to all indebtedness, obligations and effect and (ii) it has absolutely no defenses, claims, rights of set-off, or counterclaims against Bank under, arising out of, or in connection with, the foregoing Amendment No. 2 to the Loan and Security Agreement, the Loan and Security Agreement, the Export Amendment, the Export Note, its guaranty, or the other Loan Documents. Each liabilities of the undersigned further represents Borrower under the Second Amended and Restated Loan Agreement as amended by this Amendment and that it is in compliance with all of the terms such Guaranty shall be and conditions of its guaranty. The corporate resolutions and incumbency certifications of each of the undersigned delivered to Bank on or about May 18, 2012 remain in full force and effect. TALX UCM SERVICES, have not been amendedINC., repealed or rescinded in any respect and may continue to be relied upon by Bank until written notice to the contrary is received by BankA MISSOURI TALX FASTIME SERVICES, the officers named therein continue to hold those officesINC., the bylaws of each of the undersigned delivered to Bank on or about December 1A TEXAS CORPORATION, 2011 remain in full force and effectAS A GUARANTOR CORPORATION, have not been amended, repealed or rescinded in any respect and may continue to be relied upon by Bank until written notice to the contrary is received by Bank, and each of the undersigned continues to be in good standing under the laws of the State of Delaware. AS A GUARANTOR By: /s/ Xxxxxxx X L. Xxxxx Xxxxxx By: /s/ L. Xxxxx Xxxxxx --------------------------------- ------------------------------------ Name: L. Xxxxx Xxxxxx Name: Xxxxxxx X L. Xxxxx Xxxxxx Title: CFO DatedChief Financial Officer Title: November 6Chief Financial Officer TALX EMPLOYER SERVICES, 2012 LLC, A UI ADVANTAGE, INC., A MARYLAND MISSOURI LIMITED LIABILITY COMPANY, CORPORATION, AS A GUARANTOR AS A GUARANTOR By: /s/ Xxxxxxx X L. Xxxxx Xxxxxx By: /s/ L. Xxxxx Xxxxxx --------------------------------- ------------------------------------ Name: L. Xxxxx Xxxxxx Name: Xxxxxxx X L. Xxxxx Xxxxxx Title: CFO DatedChief Financial Officer Title: November 6Chief Financial Officer TBT ENTERPRISES, 2012INCORPORATED, A NET PROFIT, INC., A SOUTH CAROLINA MARYLAND CORPORATION, AS A GUARANTOR CORPORATION, AS A GUARANTOR By: /s/ L. Xxxxx Xxxxxx By: /s/ L. Xxxxx Xxxxxx --------------------------------- ------------------------------------ Name: L. Xxxxx Xxxxxx Name: L. Xxxxx Xxxxxx Title: Chief Financial Officer Title: Chief Financial Officer TALX TAX INCENTIVE SERVICES, LLC, A XXX-XXX ASSOCIATES, INC., A MISSOURI LIMITED LIABILITY COMPANY, MASSACHUSETTS CORPORATION, AS A AS A GUARANTOR GUARANTOR By: /s/ L. Xxxxx Xxxxxx By: /s/ L. Xxxxx Xxxxxx --------------------------------- ------------------------------------ Name: L. Xxxxx Xxxxxx Name: L. Xxxxx Xxxxxx Title: Chief Financial Officer Title: Chief Financial Officer TALX TAX CREDITS AND INCENTIVES, LLC, MANAGEMENT INSIGHT INCENTIVES, LLC, A A MISSOURI LIMITED LIABILITY COMPANY, MISSOURI LIMITED LIABILITY COMPANY, AS A GUARANTOR AS A GUARANTOR By: /s/ L. Xxxxx Xxxxxx By: /s/ L. Xxxxx Xxxxxx --------------------------------- ------------------------------------ Name: L. Xxxxx Xxxxxx Name: L. Xxxxx Xxxxxx Title: Chief Financial Officer Title: Chief Financial Officer By: /s/ L. Xxxxx Xxxxxx --------------------------------- Name: L. Xxxxx Xxxxxx Title: Chief Financial Officer EXHIBIT 3.4.1 COMMITMENT AND ACCEPTANCE Date _________ LaSalle Bank National Association Xxx Xxxxx Xxxxxxxxx, Xxxxx 000 Xx. Xxxxx, Xxxxxxxx 00000 Attention: [____________] Ladies and Gentlemen: Reference is hereby made to that certain Second Amended and Restated Loan Agreement dated April 14, 2005 by and among TALX Corporation, as Borrower, the Guarantors signatory thereto, the financial institutions party thereto as Lenders and LaSalle Bank National Association, in its individual capacity as a Lender and as Agent (as amended, restated, supplemented or otherwise modified, the "Loan Agreement"). Defined terms used herein and not otherwise defined herein shall have the meanings given to them in the Loan Agreement.

Acknowledgement and Consent of Guarantors. Each of Company and each Guarantor is a party to certain Collateral Documents and in the undersigned case of the Guarantors the Guaranties, in each case as amended through the Second Amendment Effective Date. Company and Guarantors are collectively referred to herein as the “Credit Support Parties,” and such Collateral Documents and Guaranties are collectively referred to herein as the “Credit Support Documents.” Each Credit Support Party hereby acknowledges that it has guaranteed reviewed the terms and provisions of the Credit Agreement and this Amendment and Consent and consents to the amendment of the Credit Agreement effective pursuant to this Amendment and Consent. Each Credit Support Party hereby confirms that each Credit Support Document to which it is a party or otherwise bound and, except as otherwise expressly provided in this Amendment and Consent, all Collateral encumbered thereby will continue to guaranty or secure, as the case may be, to the fullest extent possible the payment and performance of all “Obligations,” “Guarantied Obligations” and “Secured Obligations,” as the Indebtedness by Borrower pursuant to Guaranties dated December 1case may be (in each case as such terms are defined in the applicable Credit Support Document), 2011. Each of including without limitation the undersigned acknowledges and consents to the execution, delivery payment and performance of all such “Obligations,” “Guarantied Obligations” or “Secured Obligations,” as the foregoing Amendment No. 2 to Loan and Security case may be, in respect of the Obligations of Company now or hereafter existing under or in respect of the Amended Agreement and Amendment Nothe Notes defined therein. 1 to Note of even date herewith between Borrower Each Credit Support Party acknowledges and Bank (“Export Amendment”) which Export Amendment amends that certain Master Revolving Note dated as of December 1, 2011 made by Borrower to Bank (the “Export Note”), and (c) agrees that (i) its guaranty remains any of the Credit Support Documents to which it is a party or by which it is otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment and Consent. Each Credit Support Party represents and warrants that all representations and warranties contained in the Amended Agreement and the Credit Support Documents to which is a party or otherwise bound are true, correct and complete in all material respects on and as of the Second Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. Each Credit Support Party (other than Company) acknowledges and agreed that (i) notwithstanding the conditions to effectiveness set forth in this Amendment and Consent, such Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effective pursuant to this Amendment and Consent and (ii) it has absolutely no defensesnothing in the Credit Agreement, claims, rights this Amendment and Consent or any other Loan Document shall be deemed to require the consent of set-off, or counterclaims against Bank under, arising out of, or in connection with, the foregoing Amendment No. 2 such Credit Support Party to any future amendments to the Loan and Security Credit Agreement, the Loan and Security Agreement, the Export Amendment, the Export Note, its guaranty, or the other Loan Documents. Each of the undersigned further represents that it is in compliance with all of the terms and conditions of its guaranty. The corporate resolutions and incumbency certifications of each of the undersigned delivered to Bank on or about May 18, 2012 remain in full force and effect, have not been amended, repealed or rescinded in any respect and may continue to be relied upon by Bank until written notice to the contrary is received by Bank, the officers named therein continue to hold those offices, the bylaws of each of the undersigned delivered to Bank on or about December 1, 2011 remain in full force and effect, have not been amended, repealed or rescinded in any respect and may continue to be relied upon by Bank until written notice to the contrary is received by Bank, and each of the undersigned continues to be in good standing under the laws of the State of Delaware. By: /s/ Xxxxxxx X Xxxxxx Name: Xxxxxxx X Xxxxxx Title: CFO Dated: November 6, 2012 By: /s/ Xxxxxxx X Xxxxxx Name: Xxxxxxx X Xxxxxx Title: CFO Dated: November 6, 2012.