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. See attached. [DP&L Letterhead] Fifth Third 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: I 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 the date hereof among the Company, the Lenders party thereto, Fifth Third Bank, as Administrative Agent, Swing Line Lender and L/C Issuer and Bank of America, N.A., PNC Capital Markets, National Association and U.S. Bank, National Association, as Co-Syndication Agents (the “Credit Agreement”). I am rendering this opinion to you, at the request of the Company, pursuant to Section 4.01(a)(v) of the Credit Agreement. Unless otherwise defined herein, terms defined 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 parties 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 federal laws of the United States. Based upon, and subject to, the foregoing, it is my opinion, in my capacity as the Senior Vice President and General Counsel of the Company, and not in my individual capacity, that:

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. See attached. 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 ([DP&L Letterheadeach a][the] Fifth Third Bank “New Guarantor”) in favor of ▇▇▇▇▇ Fargo Bank, National Association, as administrative agent (in such capacity, together with its successors and assigns, the “Administrative Agent Agent”) for the Lenders party referred to the Credit Agreement and Each of the Lenders party to the Credit Agreement Ladies and Gentlemen: I am the Senior Vice President and General Counsel of The Dayton Power and Light Companyin that certain Term Loan Agreement, an Ohio corporation (the “Company”). In such capacity, I have reviewed the Credit Agreement dated as of [ ], 2015 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the date hereof “Term Loan Agreement;” the terms defined therein being used herein as therein defined), among the CompanyBorrower, the Subsidiaries of the Borrower identified therein as Guarantors, the Lenders party thereto, Fifth Third Bank, as Administrative Agent, Swing Line Lender and L/C Issuer and Bank of America, N.A., PNC Capital Markets, National Association and U.S. ▇▇▇▇▇ Fargo Bank, National Association, as Co-Syndication Agents (the “Credit Agreement”). I am rendering this opinion to you, at the request of the Company, pursuant to Section 4.01(a)(v) of the Credit Agreement. Unless otherwise defined herein, terms defined 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 parties 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 federal laws of the United States. Based upon, and subject to, the foregoing, it is my opinion, in my capacity as the Senior Vice President and General Counsel of the Company, and not in my individual capacity, that:Administrative Agent.

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. See attached. [DP&L Letterhead] Fifth Third Bank as Administrative Agent ¨ Attach Form W-8 for the Lenders party to the Credit Agreement and Each of the Lenders party to the Credit Agreement Ladies and Gentlemencurrent Tax Year ¨ Confirm Tax ID Number: I 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 the date hereof among the Company, the Lenders party thereto, Fifth Third Bank, as Administrative Agent, Swing Line Lender and L/C Issuer and Bank of America, N.A., PNC Capital Markets, National Association and U.S. ▇▇▇▇▇ Fargo Bank, National Association, as CoAdministrative Agent Attn: Loan Portfolio Manager Suite ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ MAC: G0189-Syndication Agents 160 Fax No.: ▇▇▇-▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ Reference hereby is made to that certain Asset-Based Revolving Credit Agreement dated as of July 15, 2016 (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”) by and among Verso Paper Finance Holdings LLC (“Holdings”), Verso Paper Holdings LLC (the “Borrower”), the Subsidiary Loan Parties party thereto, the lenders party thereto from time to time (the “Lenders”), ▇▇▇▇▇ Fargo Bank, National Association, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), and the other parties thereto. I am rendering this opinion Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to you, at the request of the Company, pursuant to Section 4.01(a)(v) of them in the Credit Agreement. Unless otherwise defined herein, terms defined in Reference is also made to that certain [describe the Credit Hedging Agreement are used herein as therein defined. In connection with this opinion, I have examined the following: or Cash Management Agreement] (i) the Credit Agreement; (ii) the Notes (and, together with the Credit Agreement, the “Loan DocumentsSpecified Bank Product Agreement[s]”); and ) dated as of , by and between [Lender or Affiliate of Lender] (iiithe “Secured Bank Product Counterparty”) 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 [identify 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 Party 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 parties 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 federal laws of the United States. Based upon, and subject to, the foregoing, it is my opinion, in my capacity as the Senior Vice President and General Counsel of the Company, and not in my individual capacity, that:Subsidiary].