Accountant’s Certificate. Within the period for delivery of the annual financial statements provided in [Section 7.1(a)], a certificate of the accountants conducting the annual audit stating that they have reviewed this Credit Agreement and stating further whether, in the course of their audit, they have become aware of any Default or Event of Default under Section 7.2 and, if any such Default or Event of Default exists, specifying the nature and extent thereof.

Certificate. A certificate signed by a Responsible Officer, dated as of the Closing Date, stating that:

Certificate. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.08 shall be delivered to the Borrower and the Administrative Agent and shall be conclusive absent manifest error.

Certificate. The Certificate, a copy of which is attached hereto as Exhibit “1” and incorporated herein by reference, is hereby ratified by RealBiz as a legally binding and enforceable contract with [[Organization A:Organization]] concerning [[Organization A:Organization]]’s preferred rights therein, as amended pursuant to Section 2(g) hereof, and RealBiz acknowledges and agrees to be bound by the terms therein, as amended herein.

Certificate. If the [[Organization B:Organization]] claims any additional amounts pursuant to Section 3.06, [Section 3.07] or Section 3.09, as the case may be, it shall provide to the [[Organization A:Organization]] a certificate setting forth such additional amounts payable pursuant to Section 3.06, [Section 3.07] or Section 3.09, as the case may be, and a reasonable explanation of such amounts which are due (provided that, without limiting the requirement that reasonable detail be furnished, nothing herein shall require the [[Organization B:Organization]] to disclose confidential information relating to the organization of its affairs). Such certificate shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. The EnTrust Contributor shall have delivered to the Permal Contributor a certificate of the EnTrust Contributor, executed by an executive officer of the EnTrust Contributor, stating that the conditions set forth in Sections 8.2(a), (b), (c) and (d) have been completed.

Certificate. The [[Administrative Agent:Organization]] shall have received a certificate of each [[Loan Party:Organization]] dated as of the Third Amendment Effective Date (in sufficient copies for each [[Organization A:Organization]]) executed by a Responsible Officer of such [[Loan Party:Organization]] # certifying and attaching the resolutions adopted by such [[Loan Party:Organization]] approving or consenting to the Revolving Facility Increase, the Revolving Facility Extension and this Amendment, # in the case of the ​, certifying that, before and after giving effect to the Revolving Facility Increase, # the representations and warranties contained in Article V of the Credit Agreement and the other Loan Documents are # with respect to representations and warranties that contain a materiality qualification, true and correct (subject to the materiality qualifications set forth therein) on and as of the Third Amendment Effective Date and # with respect to representations and warranties that do not contain a materiality qualification, true and correct in all material respects on and as of the Third Amendment Effective Date, and the representations and warranties contained in subsections [(a) and (b) of Section 5.05] of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of [Section 6.01] of the Credit Agreement, and # no Default or Event of Default exists and # attaching evidence of the good standing, existence or its equivalent of such [[Loan Party:Organization]].

Borrower's Certificate/Guarantor's Certificate. Borrowers shall have delivered to the Bank such certificates, dated as of the Closing Date, and signed by the Chief Executive Officer and Chief Financial Officer of Borrowers, and the Board of Directors of Guarantor, as applicable, an a manner in compliance with Borrowers' respective operating agreements or limited liability company agreements, certifying # to the matters covered by the conditions specified in [subsections (a) and (b)])] of this Section

Compliance Certificate; Collateral Value Certificate. Together with the financial statements required under Sections 7.1(A) and (B):

Officer’s Certificate. A certificate, dated the Original Effective Date and signed by