Officer's Certificate. The representations and warranties of the Loan Parties contained in [Section 6] of the Credit Agreement including as amended by the modifications and additional representations and warranties of this Amendment, and of each Loan Party in each of the other Loan Documents shall be true and accurate on and as of the date hereof with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which relate solely to an earlier date or time, which representations and warranties shall be true and correct on and as of the specific dates or times referred to therein), and each of the Loan Parties shall have performed and complied with all covenants and conditions hereof and thereof, no Event of Default or Potential Default shall have occurred and be continuing or shall exist; and there shall be delivered to the Administrative Agent for the benefit of each Lender a certificate of the Borrower dated the date hereof and signed by the Chief Executive Officer, President, or Chief Financial Officer of the Borrower to each such effect.

The Buyer shall have received an officer's certificate described in [Section 3(d)] above, dated as of the Closing Date.

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 ​.

Job Elimination plus the Officer's target Annual Incentive Program bonus amount for the calendar year in which the Officer's Job Elimination occurs.

Officer’s Certificate. Each offer to prepay the Notes pursuant to this [Section 8.9] shall be accompanied by a certificate, executed by a Senior Financial Officer of ​ and dated the date of such offer, specifying: # the Proposed Prepayment Date; # that such offer is made pursuant to this [Section 8.9]; # the principal amount of each Note offered to be prepaid; # the interest that would be due on each Note offered to be prepaid, accrued to the Proposed Prepayment Date; # that the conditions of this [Section 8.9] have been fulfilled; and # in reasonable detail, the nature and date or proposed date of the Change in Control.