Compliance Certificate. Together with the financial statements required under [[Sections 7.1(A) and (B)])]])] a certificate signed by a Designated Financial Officer in the form of [Exhibit F] hereto, setting forth reasonably detailed calculations (which calculations shall be made in accordance with Agreement Accounting Principles) # showing compliance with [[Sections 7.2(K), 7.2(L), 7.3 and 7.4]4]4]4]]4]4]4] (including, without limitation, a schedule (in level of detail substantially similar to the detail contained in comparable schedules delivered to the Administrative Agent prior to the Restatement Effective Date), # computing the Total Leverage Ratio as of the last day of the applicable period, # setting forth the Subsidiaries of the Company as of the end of the applicable period, and # stating that no Default or Unmatured Default exists or existed during the applicable period, or if any Default or Unmatured Default exists or existed, stating the nature and status thereof;

Compliance Certificate. A duly authorized Senior Financial Officer shall execute and deliver to each Additional Purchaser and each holder of Notes an Officer’s Certificate dated the date of issue of such Series of Additional Notes stating that such officer has reviewed the provisions of this Agreement (including any Supplements hereto) and setting forth the information and computations (in sufficient detail) required in order to establish whether the Company is in compliance with the requirements of [Section 10.8] on such date (based upon the financial statements for the most recent fiscal quarter ended prior to the date of such certificate but after giving effect to the issuance of the Additional Series of Notes and the application of the proceeds thereof).

Compliance Certificate. Concurrently with the delivery of the financial statements referred to in [Sections 6.01(a) and (b)])] commencing with the delivery of the financial statements for the fiscal quarter ended ​, a duly completed Compliance Certificate signed by the chief executive officer, chief financial officer, treasurer or controller which is a Responsible Officer of the Borrower. Unless the Administrative Agent or a Lender requests executed originals, delivery of the Compliance Certificate may be by electronic communication including fax or email and shall be deemed to be an original and authentic counterpart thereof for all purposes.

Compliance Certificate. Borrower shall furnish a certificate signed by its Chief Financial Officer with each financial statement provided to Lender in connection with net earnings requirement as provided in Paragraph 4.03(a) above stating that Borrower is in full compliance with all of its obligations under this Agreement and all other loan documents relating to the Loan and Note.

Compliance Certificate. No later than five days after the delivery of the financial statements referred to in [[Sections 6.01(a) and 6.01(b)])]])], a duly completed Compliance Certificate; provided that if such Compliance Certificate demonstrates a Financial Covenant Event of Default, a notice of an intent to cure (a “Notice of Intent to Cure”) pursuant to [Section 8.02] may be delivered along with or prior to delivery of such Compliance Certificate to the extent permitted thereunder.

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 ​.

if the consideration for any such acquisition (or series of related acquisitions) exceeds ​, no later than five Business Days prior to the proposed closing date of such acquisition, the Borrower shall have delivered # the target’s annual and quarterly financial statements (as requested by the Administrative Agent) and # a Compliance Certificate demonstrating compliance with [clause (iii) above]; and

“Reference Period” means # for purposes of calculating compliance with any financial covenant or test on any date on which a Compliance Certificate is required to be delivered hereunder, the four consecutive fiscal quarters most recently ended prior to such date and # for purposes of determining whether the conditions precedent have been satisfied for a proposed transaction, the four consecutive fiscal quarters most recently ended prior to date of such proposed transaction for which annual or quarterly financial statements and a Compliance Certificate shall have been delivered in accordance with the provisions hereof.

Quarterly Financial Statements. As soon as available, but in any event within forty-five (45) days after the end of each of the first three fiscal quarters of the Parent Borrower, a company-prepared consolidated balance sheet of the Parent Borrower and its consolidated Subsidiaries as at the end of such period and related company-prepared statements of income and retained earnings and of cash flows for the Parent Borrower and its consolidated Subsidiaries for such quarterly period and for the portion of the fiscal year ending with such period, in each case setting forth in comparative form consolidated figures for the corresponding period or periods of the preceding fiscal year (subject to normal recurring year-end audit adjustments and the absence of footnotes).

Quarterly Equity Grants. Effective for service on or after ​, to be granted beginning on ​, and on the first day of each succeeding calendar quarter (or ​ in respect of the partial calendar quarter ending on ​), and ending on ​ (in respect of the calendar quarter ending on ​) and ​ (in respect of the partial calendar quarter ending on ​), each Outside Director who is then a member of the Board of Directors and served as a member of the Board for any portion of the calendar quarter ended immediately prior to such day, will be granted the number of Restricted Stock Units that will be equal to the applicable Equity Grant Amount (or the pro-rata amount based on the number of days of service in the quarter if the Outside Director did not serve the whole quarter) divided by the Fair Market Value of the Common Stock for such grant date, or if the primary exchange on which the Common Stock is then listed for trading is not open for trading on such date, the grant date shall be the next following trading date. For the last quarterly grant with respect to the last quarter of Board service, any fractional amount of the applicable Equity Grant Amount (or the pro-rata amount based on the number of days of service in the quarter if the Outside Director did not serve the whole quarter) that is not utilized in converting the grant into whole Restricted Stock Units when added to any outstanding fractional Restricted Stock Unit shall be cancelled. Effective for quarterly grants made in respect of service on or after ​, the Restricted Stock Units are further restricted by only ratably vesting over three years, subject to accelerated full vesting upon becoming a Retired Outside Director.