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: Borrower: STAG Industrial Operating Partnership, L.P., a Delaware limited partnership Administrative Agent: ▇▇▇▇▇ Fargo Bank, National Association Loan: Loan number 1011583 made pursuant to that certain Second Amended and Restated Term Loan Agreement dated as of December 20, 2016 among the Borrower, STAG Industrial, Inc., a Maryland corporation and the sole general partner of the Borrower, the Administrative Agent, ▇▇▇▇▇ Fargo Securities, LLC, and the Lenders from time to time party thereto, as amended from time to time Effective Date: December 20, 2016 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 Agent 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.” (a) of the Second Amended and Restated 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., 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: Borrower: STAG Industrial Operating Partnership, L.P., a Delaware limited partnership Administrative Agent: ▇▇▇▇▇ Fargo Bank, National Association Loan: Loan number 1011583 1008988-1 made pursuant to that certain Second Amended and Restated Term Loan Agreement dated as of December 20, 2016 among the Borrower, STAG Industrial, Inc., a Maryland corporation and the sole general partner of the Borrower, the Administrative Agent, ▇▇▇▇▇ Fargo Securities, LLC, and the Lenders from time to time party thereto, as amended from time to time Effective Date: December 20, 2016 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 Agent 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.” (a” 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 Second Amended and Restated 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., 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: Borrower: STAG Industrial Operating Partnership, L.P., a Delaware limited partnership Administrative Agent: ▇▇▇▇▇ Fargo Bank, National Association Loan: Loan number 1011583 made pursuant to that certain Second Amended and Restated Term Loan Agreement dated as of December 20[ ], 2016 2014 among the Borrower, STAG Industrial, Inc., a Maryland corporation and the sole general partner of the Borrower, the Administrative Agent, ▇▇▇▇▇ Fargo Securities, LLC, and the Lenders from time to time party thereto, as amended from time to time Effective Date: December 20[ ], 2016 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 Agent 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.” (a” 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 Second Amended and Restated 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., 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: Borrower: STAG Industrial Operating Partnership, L.P., a Delaware limited partnership Administrative Agent: ▇▇▇▇▇ Fargo Bank, National Association Loan: Loan number 1011583 1008988-1 made pursuant to that certain Second Amended and Restated Term Loan Agreement dated as of December 20[ ], 2016 2014 among the Borrower, STAG Industrial, Inc., a Maryland corporation and the sole general partner of the Borrower, the Administrative Agent, ▇▇▇▇▇ Fargo Securities, LLC, and the Lenders from time to time party thereto, as amended from time to time Effective Date: December 20[ ], 2016 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 Agent 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.” (a” 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 Second Amended and Restated 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., 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: Borrower: STAG Industrial Operating Partnership, L.P., a Delaware limited partnership Administrative Agent: ▇▇▇▇▇ Fargo Bank, National Association Loan: Loan number 1011583 1015070 made pursuant to that certain Second Amended and Restated Term Loan Agreement dated as of December 20September 29, 2016 2015 among the Borrower, STAG Industrial, Inc., a Maryland corporation and the sole general partner of the Borrower, the Administrative Agent, ▇▇▇▇▇ Fargo Securities, LLC, and the Lenders from time to time party thereto, as amended from time to time Effective Date: December 20September 29, 2016 2015 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 Agent 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.” (a” 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 Second Amended and Restated Term Loan Agreement (each, a “Disbursement Request”) from an applicable Authorized Representative (as defined in the Terms and Conditions attached to this Agreement).