Common use of Flow-Through Entities Clause in Contracts

Flow-Through Entities. If your institution is organized outside the U.S., and is classified for U.S. federal income tax purposes as either a Partnership, Trust, Qualified or Non-Qualified Intermediary, or other non U.S. flow-through entity, an original Form W-8IMY (Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain U.S. Branches for United States Tax Withholding) must be completed by the intermediary together with a withholding statement. Flow-through entities other than Qualified Intermediaries are required to include tax forms for each of the underlying beneficial owners. Please be advised that U.S. tax regulations do not permit the acceptance of faxed forms. Original tax form(s) must be submitted. o Attach Form W-8 for current Tax Year o Confirm Tax ID Number: JOINDER AGREEMENT, dated as of , 201 (this “Joinder Agreement”), made by the Subsidiary[ies] of CIM Commercial Trust Corporation (together with its permitted successors and assigns, the “Borrower”) signatory hereto ([each a][the] “New Guarantor”) in favor of ▇▇▇▇▇ Fargo Bank, National Association, as administrative agent (in such capacity, together with its successors and assigns, the “Administrative Agent”) for the Lenders referred to in that certain Term Loan Agreement, dated as of [ ], 2015 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Term Loan Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, the Subsidiaries of the Borrower identified therein as Guarantors, the Lenders party thereto, and ▇▇▇▇▇ Fargo Bank, National Association, as Administrative Agent.

Flow-Through Entities. If your institution is organized outside the U.S., and is classified for U.S. federal income tax purposes as either a Partnership, Trust, Qualified or Non-Qualified Intermediary, or other non U.S. flow-through entity, an original Form W-8IMY (Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain U.S. Branches for United States Tax Withholding) must be completed by the intermediary together with a withholding statement. Flow-through entities other than Qualified Intermediaries are required to include tax forms for each of the underlying beneficial owners. Please be advised that U.S. tax regulations do not permit the acceptance of faxed forms. Original tax form(s) must be submitted. o ¨ Attach Form W-8 for current Tax Year o ¨ Confirm Tax ID Number: JOINDER AGREEMENT▇▇▇▇▇ Fargo Bank, National Association, as Administrative Agent Attn: Loan Portfolio Manager Suite ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ MAC: G0189-160 Fax No.: ▇▇▇-▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ Reference hereby is made to that certain Asset-Based Revolving Credit Agreement dated as of July 15, 201 2016 (this as amended, restated, supplemented, or otherwise modified from time to time, the “Joinder Credit Agreement”) by and among Verso Paper Finance Holdings LLC (“Holdings”), made by the Subsidiary[ies] of CIM Commercial Trust Corporation Verso Paper Holdings LLC (together with its permitted successors and assigns, the “Borrower”) signatory hereto ), the Subsidiary Loan Parties party thereto, the lenders party thereto from time to time ([each a][the] the “New GuarantorLenders”) in favor of ), ▇▇▇▇▇ Fargo Bank, National Association, as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent”) for ), and the Lenders referred other parties thereto. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement. Reference is also made to that certain Term Loan [describe the Hedging Agreement or Cash Management Agreement, ] (the “Specified Bank Product Agreement[s]”) dated as of [ ], 2015 by and between [Lender or Affiliate of Lender] (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Term Secured Bank Product Counterparty”) and [identify the Loan Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, the Subsidiaries of the Borrower identified therein as Guarantors, the Lenders party thereto, and ▇▇▇▇▇ Fargo Bank, National Association, as Administrative AgentParty or Subsidiary].

Flow-Through Entities. If your institution is organized outside the U.S., U.S. and is classified for U.S. federal income tax purposes as either a Partnership, Trust, Qualified or Non-Qualified Intermediary, or other non non-U.S. flow-through entity, an original Form W-8IMY (Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain U.S. Branches for United States Tax Withholding) must be completed by the intermediary together with a withholding statement. Flow-through entities other than Qualified Intermediaries are required to include tax forms for each of the underlying beneficial owners. Please refer to the instructions when completing this form. In addition, please be advised that U.S. tax regulations do not permit the acceptance of faxed forms. Original tax form(s) must be submitted. o Attach Form W-8 See attached. [DP&L Letterhead] Fifth Third Bank as Administrative Agent for current Tax Year o Confirm Tax ID Numberthe Lenders party to the Credit Agreement and Each of the Lenders party to the Credit Agreement Ladies and Gentlemen: JOINDER AGREEMENTI am the Senior Vice President and General Counsel of The Dayton Power and Light Company, an Ohio corporation (the “Company”). In such capacity, I have reviewed the Credit Agreement dated as of , 201 (this “Joinder Agreement”), made by the Subsidiary[ies] of CIM Commercial Trust Corporation (together with its permitted successors and assignsdate hereof among the Company, the “Borrower”) signatory hereto ([each a][the] “New Guarantor”) in favor Lenders party thereto, Fifth Third Bank, as Administrative Agent, Swing Line Lender and L/C Issuer and Bank of ▇▇▇▇▇ Fargo America, N.A., PNC Capital Markets, National Association and U.S. Bank, National Association, as administrative agent Co-Syndication Agents (in such capacity, together with its successors and assigns, the “Administrative AgentCredit Agreement”). I am rendering this opinion to you, at the request of the Company, pursuant to Section 4.01(a)(v) for of the Lenders referred to in that certain Term Loan Credit Agreement. Unless otherwise defined herein, dated as of [ ], 2015 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Term Loan Agreement;” the terms defined therein being in the Credit Agreement are used herein as therein defined. In connection with this opinion, I have examined the following: (i) the Credit Agreement; (ii) the Notes (and, together with the Credit Agreement, the “Loan Documents”); and (iii) such corporate records of the Company, such certificates of officers of the Company and of governmental authorities, and such matters of law as I have considered necessary under the circumstances. In rendering this opinion, I have assumed the genuineness of all signatures (other than the signatures of the officers of the Company executing the Loan Documents on behalf of the Company), the authenticity of all documents submitted to me as originals and the conformity to the original of all documents submitted to me as copies or specimens and the authenticity of the originals of such documents submitted to me as copies or specimens. Moreover, I have assumed the following: A. each certificate issued by any governmental authority is accurate, correct, complete and authentic; B. all natural persons are legally competent and have sufficient legal capacity; C. each of the parties to the Loan Documents (other than the Company) has the requisite power and authority to execute, deliver and perform each of the Loan Documents to which it is a party, each of the Loan Documents has been duly authorized, executed and delivered by each of the parties thereto (other than the Company) and the Loan Documents are legal, valid and binding obligations of the parties thereto, enforceable against such parties in accordance with their respective terms; D. any required consent, approval or authorization of, notice or declaration to, license or exemption from, filing or registration with, or other action taken by any governmental authority which any party to the Loan Documents (other than the Company) is required to obtain, give or make has been duly obtained, given or made, as appropriate, and any applicable notice or appeal period has passed; E. except as set forth in the Loan Documents and the other written agreements, documents and instruments executed and delivered in connection therewith, there is no agreement or understanding (written or oral) between or among any of the Borrowerparties to the Loan Documents, and there is no usage of trade or course of prior dealing between or among such parties, which would, in either case, define, supplement, modify or qualify the terms of any of the Loan Documents; F. the conduct of the parties to the Loan Documents has complied with any requirement of good faith, fair dealing and conscionability; such parties will perform their obligations thereunder reasonably, in good faith and with fair dealing; and such parties will act reasonably, in good faith and with fair dealing in taking action, exercising discretion or making determinations thereunder; and G. there has not been any mutual mistake of fact, fraud, duress or undue influence in connection with the execution and delivery of the Loan Documents. In addition, I have assumed the accuracy and correctness of: (i) all statements of fact contained in certificates of officers of the Company; (ii) all statements of fact contained in certificates of governmental authorities; and (iii) all statements of fact and factual representations and warranties contained in the Loan Documents. I have not reviewed the dockets or records of any court or other governmental authority. Nothing contrary to the facts contained in such certificates, statements or representations and warranties, however, has come to my attention. Whenever this opinion with respect to the existence or absence of facts is stated to be based upon my knowledge or awareness, it is intended to signify that no information has come to my attention that would give me actual knowledge of the existence or absence of such facts. However, I have not undertaken any independent investigation to determine the existence or absence of such facts, and no inference as to my knowledge of the existence or absence of such facts should be drawn from my participation in the transactions contemplated by the Loan Documents. My opinion is limited solely to matters governed by the laws of the State of Ohio and, to the extent expressly referred to in this letter, the Subsidiaries federal laws of the Borrower identified therein as GuarantorsUnited States. Based upon, and subject to, the Lenders party theretoforegoing, it is my opinion, in my capacity as the Senior Vice President and General Counsel of the Company, and ▇▇▇▇▇ Fargo Banknot in my individual capacity, National Association, as Administrative Agent.that:

Flow-Through Entities. If your institution is organized outside the U.S., and is classified for U.S. federal income tax purposes as either a Partnership, Trust, Qualified or Non-Qualified Intermediary, or other non U.S. flow-through entity, an original Form W-8IMY (Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain U.S. Branches for United States Tax Withholding) must be completed by the intermediary together with a withholding statement. Flow-through entities other than Qualified Intermediaries are required to include tax forms for each of the underlying beneficial owners. Please be advised that U.S. tax regulations do not permit the acceptance of faxed forms. Original tax form(s) must be submitted. o Attach Form W-8 for current Tax Year o Confirm Tax ID Number: JOINDER AGREEMENTBorrower: STAG Industrial Operating Partnership, dated as of L.P., 201 (this “Joinder Agreement”), made by the Subsidiary[ies] of CIM Commercial Trust Corporation (together with its permitted successors and assigns, the “Borrower”) signatory hereto ([each a][the] “New Guarantor”) in favor of a Delaware limited partnership Administrative Agent: ▇▇▇▇▇ Fargo Bank, National Association, as administrative agent (in such capacity, together with its successors and assigns, the “Administrative Agent”) for the Lenders referred Association Loan: Loan number 1011583 made pursuant to in that certain Amended and Restated Term Loan Agreement, Agreement dated as of December [ ], 2015 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Term Loan Agreement;” the terms defined therein being used herein as therein defined), 2014 among the Borrower, STAG Industrial, Inc., a Maryland corporation and the Subsidiaries sole general partner of the Borrower identified therein as GuarantorsBorrower, the Lenders party theretoAdministrative Agent, and ▇▇▇▇▇ Fargo BankSecurities, National AssociationLLC, and the Lenders from time to time party thereto, as amended from time to time Effective Date: December [ ], 2014 o New — This is the first Disbursement Instruction Agreement submitted in connection with the Loan. o Replace Previous Agreement — This is a replacement Disbursement Instruction Agreement. All prior instructions submitted in connection with this Loan are cancelled as of the Effective Date set forth above. This Agreement must be signed by the Borrower and is used for the following purposes: (1) to designate an individual or individuals with authority to request disbursements of Loan proceeds, whether at the time of Loan closing/origination or thereafter; (2) to designate an individual or individuals with authority to request disbursements of funds from Restricted Accounts (as defined in the Terms and Conditions attached to this Agreement), if applicable; and (3) to provide Administrative AgentAgent with specific instructions for wiring or transferring funds on Borrower’s behalf. Any of the disbursements, wires or transfers described above are referred to herein as a “Disbursement.” Specific dollar amounts for Disbursements must be provided to Administrative Agent at the time of the applicable Disbursement in the form of a signed closing statement or an email instruction or other written communication, or telephonic request pursuant to Section 2.02(a) of the Term Loan Agreement (each, a “Disbursement Request”) from an applicable Authorized Representative (as defined in the Terms and Conditions attached to this Agreement).

Flow-Through Entities. If your institution is organized outside the U.S.US, and is classified for U.S. US federal income tax purposes as either a Partnership, Trust, Qualified or Non-Qualified Intermediary, or other non U.S. non-US flow-through entity, an original Form W-8IMY (Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain U.S. US Branches for United States Tax Withholding) must be completed by the intermediary together with a withholding statement. Flow-through entities other than Qualified Intermediaries are required to include tax forms for each of the underlying beneficial owners. Please refer to the instructions when completing this form. In addition, please be advised that U.S. US tax regulations do not permit the acceptance of faxed forms. Original tax form(s) must be submitted. o Attach US LENDER INSTITUTIONS: If your institution is incorporated or organized within the United States, you must complete and return Form W-8 W-9 (Request for current Tax Year o Confirm Tax ID Number: JOINDER AGREEMENT, Taxpayer Identification Number and Certification). Please be advised that we request that you submit an original Form W-9. This Solvency Certificate is delivered pursuant to Section 4.02(i) of the Third Amended and Restated First Lien Credit Agreement dated as of August 21, 201 2013 (this the “Joinder Credit Agreement”), made by the Subsidiary[ies] of CIM Commercial Trust Corporation among Chase Acquisition I, Inc., a Delaware corporation, RBS Global, Inc., a Delaware corporation (“RBS Global”) and Rexnord LLC, a Delaware limited liability company (together with its permitted successors and assignsRBS Global, the “BorrowerBorrowers”) signatory hereto ([each a][the] “New Guarantor”) in favor of ▇▇▇▇▇ Fargo Bank, National Association, as administrative agent (in such capacity, together with its successors and assigns), the “Administrative Agent”) for the Lenders referred to in that certain Term Loan Agreement, dated as of [ ], 2015 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing lenders party thereto from time to time, the “Term Loan Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, the Subsidiaries of the Borrower identified therein as Guarantors, the Lenders party thereto, and ▇▇▇▇▇ Fargo Bank, National AssociationCredit Suisse AG, as Administrative Agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. The undersigned hereby certifies, solely in his capacity as an officer of the Borrowers and not in his individual capacity, as follows: 1. I am the [Financial Officer] of the Borrowers. I am familiar with the Transactions, and have reviewed the Credit Agreement, financial statements referred to in Section 3.05 of the Credit Agreement and such documents and made such investigation as I have deemed relevant for the purposes of this Solvency Certificate. 2. As of the date hereof, immediately after giving effect to the consummation of the Transactions, on and as of such date (i) the fair value of the assets of the Borrowers and their Subsidiaries on a consolidated basis, at a fair valuation, exceeds the debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrowers and their Subsidiaries on a consolidated basis; (ii) the present fair saleable value of the property of the Borrowers and their Subsidiaries on a consolidated basis is greater than the amount that will be required to pay the probable liability of the Borrowers and their Subsidiaries on a consolidated basis on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Borrowers and their Subsidiaries on a consolidated basis are able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) the Borrowers and their Subsidiaries on a consolidated basis do not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following the Third Restatement Effective Date. 3. As of the date hereof, immediately after giving effect to the consummation of the Transactions, the Borrowers do not intend to, and the Borrowers do not believe that they or any of their Subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing and amounts of cash to be received by it or any such Subsidiary and the timing and amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiary. This Solvency Certificate is being delivered by the undersigned officer only in his capacity as [Financial Officer] of the Borrowers and not individually and the undersigned shall have no personal liability to the Administrative Agent or the Lenders with respect thereto.