FIRPTA. A Foreign Investment in Real Property Tax Act affidavit executed by [[Seller:Organization]];

FIRPTA Certificates. On the Early Call Option Closing Date, # Blocker Parent shall deliver to NEP Member withholding certificates pursuant to Treasury Regulations Section 1.1445-2(b)(2) certifying that Blocker Parent (or if Blocker Parent is a disregarded entity, its regarded owner) is not a non-U.S. person, and # NEP shall deliver to Blocker Parent withholding certificates pursuant to Treasury Regulations Section 1.1445-2(b)(2) certifying that NEP (or if NEP is a disregarded entity, its regarded owner) is not a non-U.S. person. In accordance with [Section 7.02(j)] of the LLC Agreement, NEP Member or its nominee shall not withhold any amounts under Section 1445 of the Code unless there is a change in Law prior to the Early Call Option Closing Date that requires such withholding. On the Early Call Option Closing Date and after the Early Call Option Closing Date and for so long as Blocker Parent or any of its affiliates holds NEP Common Units that were issued as a portion of the Early Call Option Purchase Price, NEP shall, within 10 days of any request by Blocker Parent or any of its affiliates that hold such NEP Common Units and to the extent legally permitted to do so, provide Blocker Parent or such affiliate a certification and notice in compliance with Treas. Reg. §§ 1.1445-2(c) and 1.897-2(h) stating that NEP is not a United States real property holding corporation as defined in Code Section 897(c)(2).

FIRPTA Certificate. Newco shall have received a certificate of Crestwood meeting the requirements of Treasury Regulations Section 1.1445-2(b)(2)(iv) and acceptable to CEGPS and Newco that CMLP, the tax regarded owner of Crestwood, is not a “foreign person” within the meaning of Section 1445 of the Code.

Form of FIRPTA Certificate

E 8(a)(x) FIRPTA Certificate

duly executed FIRPTA Affidavit of Seller in standard form;

“FIRPTA Affidavit” shall have the meaning ascribed thereto in [Section 5.1(g)] of this Agreement.

a certificate of an authorized officer of Seller dated as of the Closing Date in the form attached hereto as Exhibit C (the “FIRPTA Certificate”); and

Closing of Repurchase Option. In the event Seller elects to exercise the Repurchase Option, Seller shall provide written notice to Buyer of such election (the date of such notice being referred to hereinafter as the “Election Date”). Within 30 days after Buyer’s receipt of such notice, Buyer shall re-convey the Property to Seller pursuant to a special warranty deed and Seller shall pay to Buyer the Repurchase Price, as adjusted pursuant to [Section 2.3(b)(iii)]. Payment of the Repurchase Price shall be made, at Buyer’s option, in the form of # cash, # common shares of Seller’s parent company, [[Seller:Organization]] Ltd. (“Seller’s Parent”) with no par value per share (“Common Shares”), or # a combination of cash and Common Shares; provided, however, that # payment by Seller of Common Shares shall be subject to a beneficial ownership limitation for Buyer and its Affiliates collectively of 9.9% of the then-current total number of outstanding common shares of Seller’s Parent, and # in no event shall the portion of the Repurchase Price paid in Common Shares exceed 5 million total Common Shares. Further, Buyer may only elect payment of the Repurchase Price in Common Shares if the common shares of Seller’s Parent are listed on a national securities exchange or trading on an over-the-counter marketplace as of the Election Date and as of the date the Repurchase Option is exercised. Valuation of Common Shares for purposes of payment of the Repurchase Price shall be based on the 10-day volume-weighted average closing price of such shares as of the Closing Date (unless prohibited by applicable securities laws or stock exchange rule). In the event Seller elects to exercise the Repurchase Option, Buyer shall deliver a FIRPTA Certificate to Seller along with the special warranty deed, as well as such other documents as Seller may reasonably request.