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 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. EXHIBIT E OPINIONS OF COUNSEL See attached. Opinion Matters EXHIBIT F REPORT OF LETTER OF CREDIT INFORMATION Date: , 20 To: Fifth Third Bank, as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of August , 2011 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among The Dayton Power and Light Company, an Ohio corporation (the “Borrower”), the Lenders from time to time party thereto, Fifth Third Bank, as Administrative Agent, Swing Line Lender and an L/C Issuer, PNC Bank, National Association, Bank of America, N.A. and U.S. Bank National Association, as Co-Syndication Agents, and Bank of America, N.A., as Documentation Agent. This report is being delivered pursuant to Section 2.03(k) of the Credit Agreement. Set forth in the table below is a description of each Letter of Credit issued by the undersigned and outstanding on the date hereof. L/C No. Maximum Face Amount Current Face Amount Beneficiary Name Issuance Date Expiry Date Auto Renewal Date of Amendment Amount of Amendment [APPLICABLE L/C ISSUER] By: Name: Title:

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 for current Tax Year o Confirm Tax ID Number: Pursuant to the language contained in the tax section of the Credit Agreement, the applicable tax form for your institution must be completed and returned prior to the first payment of income. Failure to provide the proper tax form when requested may subject your institution to U.S. tax withholding. EXHIBIT E OPINIONS FORM OF COUNSEL See attached. Opinion Matters EXHIBIT F REPORT OF LETTER OF CREDIT INFORMATION DateDISBURSEMENT INSTRUCTION AGREEMENT Borrower: STAG Industrial Operating Partnership, 20 ToL.P., a Delaware limited partnership Administrative Agent: Fifth Third Xxxxx Fargo Bank, as Administrative Agent Ladies and GentlemenNational Association Loan: Reference is Loan number 1008215-1 made pursuant to that certain Credit Agreement, Agreement dated as of August December [ ], 2011 (as amended2014 among the Borrower, restatedSTAG Industrial, extendedInc., supplemented or otherwise modified in writing from time to timea Maryland corporation and the sole general partner of the Borrower, the “Agreement;” the terms defined therein being used herein as therein defined)Administrative Agent, among The Dayton Power Xxxxx Fargo Securities, LLC, and Light Company, an Ohio corporation (the “Borrower”), the Lenders from time to time party thereto, Fifth Third Bank, as Administrative Agent, Swing Line Lender and an L/C Issuer, PNC Bank, National Association, Bank of America, N.A. and U.S. Bank National Association, as Co-Syndication Agents, and Bank of America, N.A., as Documentation Agent. This report is being delivered pursuant amended from time to Section 2.03(k) of the Credit Agreement. Set forth in the table below is a description of each Letter of Credit issued by the undersigned and outstanding on the date hereof. L/C No. Maximum Face Amount Current Face Amount Beneficiary Name Issuance Date Expiry Date Auto Renewal Date of Amendment Amount of Amendment [APPLICABLE L/C ISSUER] By: Name: Title:time

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. · Attach Form W-8 for current Tax Year · Confirm Tax ID Number: Pursuant to the language contained in the tax section of the Term Loan Agreement, the applicable tax form for your institution must be completed and returned prior to the first payment of income. Failure to provide the proper tax form when requested may subject your institution to U.S. tax withholding. EXHIBIT E OPINIONS FORM OF COUNSEL See attached. Opinion Matters EXHIBIT F REPORT OF LETTER OF CREDIT INFORMATION DateDISBURSEMENT INSTRUCTION AGREEMENT Borrower: STAG Industrial Operating Partnership, 20 ToL.P., a Delaware limited partnership Administrative Agent: Fifth Third Xxxxx Fargo Bank, as Administrative Agent Ladies and GentlemenNational Association Loan: Reference is Loan number 1015070 made pursuant to that certain Credit Agreement, Term Loan Agreement dated as of August September 29, 2011 (as amended2015 among the Borrower, restatedSTAG Industrial, extendedInc., supplemented or otherwise modified in writing from time to timea Maryland corporation and the sole general partner of the Borrower, the “Agreement;” the terms defined therein being used herein as therein defined)Administrative Agent, among The Dayton Power Xxxxx Fargo Securities, LLC, and Light Company, an Ohio corporation (the “Borrower”), the Lenders from time to time party thereto, Fifth Third Bankas amended from time to time Effective Date: September 29, 2015 Check applicable box: 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 Administrative Agent, Swing Line Lender and an L/C Issuer, PNC Bank, National Association, Bank of America, N.A. and U.S. Bank National Association, as Co-Syndication Agents, and Bank of America, N.A., as Documentation Agentthe Effective Date set forth above. This report is being delivered pursuant to Section 2.03(k) of the Credit Agreement. Set forth in the table below is a description of each Letter of Credit issued Agreement must be signed by the undersigned Borrower and outstanding on is used for the date hereof. L/C No. Maximum Face Amount Current Face Amount Beneficiary Name Issuance Date Expiry Date Auto Renewal Date of Amendment Amount of Amendment [APPLICABLE L/C ISSUER] By: Name: Titlefollowing purposes:

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. EXHIBIT E OPINIONS OF COUNSEL See attachedo Attach Form W-8 for current Tax Year o Confirm Tax ID Number: Pursuant to the language contained in the tax section of the Credit Agreement, the applicable tax form for your institution must be completed and returned prior to the first payment of income. Opinion Matters Failure to provide the proper tax form when requested may subject your institution to U.S. tax withholding. EXHIBIT F REPORT FORM OF LETTER OF CREDIT INFORMATION Date: JOINDER AGREEMENT JOINDER AGREEMENT, 20 To: Fifth Third 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 Xxxxx Fargo Bank, National Association, as administrative agent (in such capacity, together with its successors and assigns, the “Administrative Agent Ladies and Gentlemen: Reference is made Agent”) for the Lenders referred to in that certain Credit Term Loan Agreement, dated as of August [ ], 2011 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 Dayton Power and Light Companythe Borrower, an Ohio corporation (the “Borrower”)Subsidiaries of the Borrower identified therein as Guarantors, the Lenders from time to time party thereto, Fifth Third Bank, as Administrative Agent, Swing Line Lender and an L/C Issuer, PNC Xxxxx Fargo Bank, National Association, Bank of America, N.A. and U.S. Bank National Association, as Co-Syndication Agents, and Bank of America, N.A., as Documentation Administrative Agent. This report is being delivered pursuant to Section 2.03(k) of the Credit Agreement. Set forth in the table below is a description of each Letter of Credit issued by the undersigned and outstanding on the date hereof. L/C No. Maximum Face Amount Current Face Amount Beneficiary Name Issuance Date Expiry Date Auto Renewal Date of Amendment Amount of Amendment [APPLICABLE L/C ISSUER] By: Name: Title:.

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. ¨ Attach Form W-8 for current Tax Year ¨ Confirm Tax ID Number: Pursuant to the language contained in the tax section of the Credit Agreement, the applicable tax form for your institution must be completed and returned prior to the first payment of income. Failure to provide the proper tax form when requested may subject your institution to U.S. tax withholding. EXHIBIT E OPINIONS I FORM OF COUNSEL SECOND AMENDED AND RESTATED GUARANTY AGREEMENT See attached. Opinion Matters EXHIBIT F REPORT OF LETTER OF CREDIT INFORMATION Date: , 20 To: Fifth Third Bank, as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of August , 2011 Execution SECOND AMENDED AND RESTATED GUARANTY This SECOND AMENDED AND RESTATED GUARANTY (as amended, restatedsupplemented, extended, supplemented amended and restated or otherwise modified in writing from time to time, the this “Agreement;” the terms defined therein being used herein as therein defined), among The Dayton Power and Light Company, an Ohio corporation (the “BorrowerGuaranty”), dated as of May 21, 2013, is made by each Subsidiary (such capitalized term and other terms used in this Guaranty to have the Lenders meanings set forth in (or incorporated by reference in) Article I) of UNIVERSAL TABLETOP, INC., a Delaware corporation (“Parent”), from time to time a party to this Guaranty (collectively referred to herein as, together with Parent, the “Guarantors”) in favor and for the benefit of each of the Secured Parties, including WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”), as the collateral agent on behalf of Secured Parties under the Credit Agreement (together with any successor(s) or assign(s) thereto, Fifth Third Bank, as Administrative the “Collateral Agent, Swing Line Lender and an L/C Issuer, PNC Bank, National Association, Bank of America, N.A. and U.S. Bank National Association, as Co-Syndication Agents, and Bank of America, N.A., as Documentation Agent. This report is being delivered pursuant to Section 2.03(k) of the Credit Agreement. Set forth in the table below is a description of each Letter of Credit issued by the undersigned and outstanding on the date hereof. L/C No. Maximum Face Amount Current Face Amount Beneficiary Name Issuance Date Expiry Date Auto Renewal Date of Amendment Amount of Amendment [APPLICABLE L/C ISSUER] By: Name: Title:”).

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 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. EXHIBIT E OPINIONS OF COUNSEL See attached. Opinion Matters EXHIBIT F REPORT OF LETTER OF CREDIT INFORMATION Date: [DP&L Letterhead] August 24, 20 To: 2011 Fifth Third Bank, Bank as Administrative Agent for the Lenders party to the Credit Agreement and Each of the Lenders party to the Credit Agreement Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as I am the Senior Vice President and General Counsel of August , 2011 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among The Dayton Power and Light Company, an Ohio corporation (the “BorrowerCompany”). In such capacity, I have reviewed the Credit Agreement dated as of the date hereof among the Company, the Lenders from time to time party thereto, Fifth Third Bank, as Administrative Agent, Swing Line Lender and an L/C Issuer, PNC Bank, National Association, Issuer and Bank of America, N.A. N.A., PNC Capital Markets, National Association and U.S. Bank Bank, National Association, as Co-Syndication AgentsAgents (the “Credit Agreement”). I am rendering this opinion to you, and Bank at the request of Americathe Company, N.A., as Documentation Agent. This report is being delivered pursuant to Section 2.03(k4.01(a)(v) of the Credit Agreement. Set forth Unless otherwise defined herein, terms defined in the table below is a description of each Letter of Credit issued by Agreement are used herein as therein defined. In connection with this opinion, I have examined the undersigned and outstanding on the date hereof. L/C No. Maximum Face Amount Current Face Amount Beneficiary Name Issuance Date Expiry Date Auto Renewal Date of Amendment Amount of Amendment [APPLICABLE L/C ISSUER] By: Name: Titlefollowing:

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 for current Tax Year o Confirm Tax ID Number: Pursuant to the language contained in the tax section of the Term Loan Agreement, the applicable tax form for your institution must be completed and returned prior to the first payment of income. Failure to provide the proper tax form when requested may subject your institution to U.S. tax withholding. EXHIBIT E OPINIONS FORM OF COUNSEL See attached. Opinion Matters EXHIBIT F REPORT OF LETTER OF CREDIT INFORMATION DateDISBURSEMENT INSTRUCTION AGREEMENT Borrower: STAG Industrial Operating Partnership, 20 ToL.P., a Delaware limited partnership Administrative Agent: Fifth Third Xxxxx Fargo Bank, as Administrative Agent Ladies and GentlemenNational Association Loan: Reference is Loan number 1008988-1 made pursuant to that certain Credit Agreement, Term Loan Agreement dated as of August December [ ], 2011 (as amended2014 among the Borrower, restatedSTAG Industrial, extendedInc., supplemented or otherwise modified in writing from time to timea Maryland corporation and the sole general partner of the Borrower, the “Agreement;” the terms defined therein being used herein as therein defined)Administrative Agent, among The Dayton Power Xxxxx Fargo Securities, LLC, and Light Company, an Ohio corporation (the “Borrower”), the Lenders from time to time party thereto, Fifth Third Bankas amended from time to time Effective Date: December [ ], 2014 Check applicable box: 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 Administrative Agent, Swing Line Lender and an L/C Issuer, PNC Bank, National Association, Bank of America, N.A. and U.S. Bank National Association, as Co-Syndication Agents, and Bank of America, N.A., as Documentation Agentthe Effective Date set forth above. This report is being delivered pursuant to Section 2.03(k) of the Credit Agreement. Set forth in the table below is a description of each Letter of Credit issued Agreement must be signed by the undersigned Borrower and outstanding on is used for the date hereof. L/C No. Maximum Face Amount Current Face Amount Beneficiary Name Issuance Date Expiry Date Auto Renewal Date of Amendment Amount of Amendment [APPLICABLE L/C ISSUER] By: Name: Titlefollowing purposes: