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.

FIRPTA. A Foreign Investment in Real Property Tax Act affidavit executed by ​;

Form of FIRPTA Certificate

E 8(a)(x) FIRPTA Certificate

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).

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

duly executed FIRPTA Affidavit of Seller in standard form;

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.

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 October 31, 2019, 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.

Officer’s Certificate. [[Organization A:Organization]] shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the Closing, certifying that the conditions specified in [Sections 4.1, 4.2 and 4.9]9]9] have been fulfilled and the accuracy of the representations and warranties of [[Organization A:Organization]] in this Agreement.

Secretary’s Certificate. [[Organization A:Organization]] shall have delivered to such Purchaser a certificate of its Secretary, dated the date of the Closing, certifying as to # the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Note Documents to which it is a party and # [[Organization A:Organization]]’s organizational documents as then in effect.

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 [[Organization A:Organization]] 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).

Officer’s Certificate. Each offer to prepay the Notes pursuant to this [Section 8.8] shall be accompanied by a certificate, executed by a Senior Financial Officer of [[Organization A:Organization]] and dated the date of such offer, specifying: # the [Section 8.8] Proposed Prepayment Date; # that such offer is made pursuant to this [Section 8.8]; # 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, but excluding, the [Section 8.8] Proposed Prepayment Date; # that the conditions of this [Section 8.8] have been fulfilled; and # in reasonable detail, the nature and date of the Change in Control.

Officers’ Certificate. With respect to the closing conditions listed in [Section 1.3(m) and 1.3(n)])] above, the Parties shall deliver at the Closing an executed officer’s certificate to such effect.

Closing Certificate. The Administrative Agent shall have received # a certificate of each Loan Party party hereto on the date hereof, dated the Closing Date, substantially in the form of Exhibit C-11], with appropriate insertions and attachments, # a long form good standing certificate for each Loan Party from its jurisdiction of organization, incorporation or other organization, as applicable, and # a certificate from a Responsible Officer of the Borrower, substantially in the form of Exhibit C-22].

Solvency Certificate. The Administrative Agent shall have received a solvency certificate, dated as of the Closing Date and after giving effect to the Transactions, from an authorized officer of the Borrower, substantially in the form of [Exhibit D].

Closing Certificate. Receipt by the Domestic Administrative Agent of a certificate signed by a Responsible Officer of the Parent Borrower certifying that # the conditions specified in [Sections 5.01(c) and (d)])] and [Sections 5.02(a) and (b)])] have been satisfied and # the Parent Borrower and its Subsidiaries (after giving effect to the transactions contemplated hereby and the incurrence of Indebtedness related thereto) are Solvent on a consolidated basis.

Secretary’s Certificate. On or prior to # the date of this Agreement, which is on or prior to the date of the first Issuance Instruction or the first Forward Placement Notice and # each Triggering Event Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 4(a)(xv) for which no waiver is applicable, the Company shall furnish to the Agent and the Forward Purchaser a certificate executed by the General Counsel or Secretary of the Company, signing in such capacity, dated the date of delivery, # certifying that attached thereto are true and complete copies of the resolutions duly adopted by the Board authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, which authorization shall be in full force and effect on and as of the date of such certificate, # certifying and attesting to the office, incumbency, due authority and specimen signatures of each Person who executed this Agreement for or on behalf of the Company, # certifying that attached thereto are true and complete copies of the articles of incorporation and by-laws (or equivalent organizational documents), as applicable, of the Company, in each case, certified, to the extent applicable, as of a recent date by the Secretary of State of the State of Delaware and # certifying that attached thereto is a true and complete copy of a certificate issued by the Secretary of State of the State of Delaware, certifying as of a recent date as to the good standing of the Company.