Bank Certificate. ​ shall have received a favorable certificate, dated as of the Effective Time, signed by the chief executive officer or the chief financial officer of the Bank as to the matters set forth in [Section 7.3(a)], which certificate shall also certify # the incumbency and genuineness of signatures of all officers of the Bank executing this Agreement or any other Transaction Document, # the truth and correctness of corporate resolutions authorizing the entry by the Bank into this Agreement and the transactions contemplated hereby and # the truth, correctness and completeness of the organizational documents of the Bank.

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 ​ concerning ​’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 ​ 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 ​ 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 ​ 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 ​ shall have received a certificate of each ​ dated as of the Third Amendment Effective Date (in sufficient copies for each ​) executed by a Responsible Officer of such ​ # certifying and attaching the resolutions adopted by such ​ 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]5]] 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 ​.

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

Authority to act on behalf of the Company shall be transferred solely to Kent Wilson, Chief Executive Officer of the Buyer, in connection with all banks, trust companies, savings and loan associations and other financial institutions at which the Company maintains safe deposit boxes or accounts.

BANK ACCOUNTS. The Advisor may establish and maintain one or more bank accounts in the name of the Company or the Operating Partnership and may collect and deposit into any such account or accounts, and disburse from any such account or accounts, any money on behalf of the Company or the Operating Partnership, under such terms and conditions as the Board may approve, provided that no funds shall be commingled with the funds of the Advisor; and the Advisor shall from time to time render appropriate accountings of such collections and payments to the Board and to the auditors of the Company.