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. • 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 FORM OF BORROWER REMITTANCE INSTRUCTIONS (Attached) EXHIBIT F-1 FORM OF PARENT GUARANTY (Attached) EXECUTION VERSION PARENT GUARANTY AGREEMENT THIS PARENT GUARANTY AGREEMENT (this “Guaranty”) is executed as of July 28, 2017, by STAG INDUSTRIAL, INC., a Maryland corporation, (“Guarantor”), for the benefit of the Credit Parties (defined below).

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. • ☐ 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 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 B to the Revolving Loan Credit Agreement FORM OF BORROWER REMITTANCE INSTRUCTIONS ASSIGNMENT AND ACCEPTANCE This Assignment and Acceptance (Attached) EXHIBIT F-1 FORM OF PARENT GUARANTY (Attached) EXECUTION VERSION PARENT GUARANTY AGREEMENT THIS PARENT GUARANTY AGREEMENT (this the “GuarantyAssignment and Acceptance”) is executed dated as of July 28, 2017, the Effective Date set forth be- low and is entered into by STAG INDUSTRIAL, INC., a Maryland corporation, and between the Assignor (“Guarantor”), for as defined below) and the benefit of the Credit Parties Assignee (as defined below). Capi- talized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contem- plated below, (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percent- age interest identified below of all of such outstanding rights and obligations of the Assignor under the respective Commitments or Loans identified below (including without limitation the Revolving Loans, any Letters of Credit, any Floorplan Loan Exposure and Swingline Loans) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by the Assignor to the Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Each such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Acceptance, without rep- resentation or warranty by the Assignor.

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: Pursuant to the language contained in the tax section of the Term Loan 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 FORM OF BORROWER REMITTANCE INSTRUCTIONS (Attached) EXHIBIT F-1 FORM OF PARENT GUARANTY (Attached) EXECUTION VERSION PARENT GUARANTY DISBURSEMENT INSTRUCTION AGREEMENT THIS PARENT GUARANTY AGREEMENT (this “Guaranty”) is executed Borrower: STAG Industrial Operating Partnership, L.P., a Delaware limited partnership Administrative Agent: Xxxxx Fargo Bank, National Association Loan: Loan number 1008215-1 made pursuant to that certain Credit Agreement dated as of July 28December [ ], 20172014 among the Borrower, by STAG INDUSTRIALIndustrial, INC.Inc., a Maryland corporation, (“Guarantor”), for corporation and the benefit sole general partner of the Credit Parties (defined below).Borrower, the Administrative Agent, Xxxxx Fargo Securities, LLC, and the Lenders from time to time party thereto, as amended from time to time

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. • q Attach Form W-8 for current Tax Year • q Confirm Tax ID Number: ______________ Pursuant to the language contained in the tax section of the Term Loan 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 F FORM OF BORROWER REMITTANCE INSTRUCTIONS (Attached) EXHIBIT F-1 FORM OF PARENT COMPANY GUARANTY (Attached) EXECUTION VERSION PARENT THIS COMPANY GUARANTY AGREEMENT THIS PARENT GUARANTY AGREEMENT dated as of [_____________] (this “Company Guaranty”) is executed as of July 28, 2017, by STAG INDUSTRIAL, INC., a Maryland corporation, (“Guarantor”), is being entered into between URS CORPORATION, a Delaware corporation (the “Company”), and XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the “Administrative Agent”) for the benefit each of the Credit Guaranteed Parties (as defined in Section 1 below). All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement (as defined below).

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. • ¨ 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 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 I FORM OF BORROWER REMITTANCE INSTRUCTIONS (Attached) EXHIBIT F-1 FORM OF PARENT SECOND AMENDED AND RESTATED GUARANTY AGREEMENT See attached. Execution SECOND AMENDED AND RESTATED GUARANTY This SECOND AMENDED AND RESTATED GUARANTY (Attached) EXECUTION VERSION PARENT GUARANTY AGREEMENT THIS PARENT GUARANTY AGREEMENT (as amended, supplemented, amended and restated or otherwise modified from time to time, this “Guaranty”) is executed ), dated as of July 28May 21, 20172013, is made by STAG INDUSTRIALeach Subsidiary (such capitalized term and other terms used in this Guaranty to have the meanings set forth in (or incorporated by reference in) Article I) of UNIVERSAL TABLETOP, INC., a Maryland corporation, Delaware corporation (“GuarantorParent”), 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 Parties Agreement (defined belowtogether with any successor(s) or assign(s) thereto, the “Collateral 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: ______________ Pursuant to the language contained in the tax section of the Term Loan 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 FORM OF BORROWER REMITTANCE INSTRUCTIONS B Form of ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (Attached) EXHIBIT F-1 FORM OF PARENT GUARANTY (Attached) EXECUTION VERSION PARENT GUARANTY AGREEMENT THIS PARENT GUARANTY AGREEMENT (this the “GuarantyAssignment and Assumption”) is executed dated as of July 28the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement defined below, 2017receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by STAG INDUSTRIAL, INC., a Maryland corporationthe Administrative Agent as contemplated below, (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including participations in any Letters of Credit and Swingline Loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as, the “GuarantorAssigned Interest”). Such sale and assignment is without recourse to the Assignor and, for except as expressly provided in this Assignment and Assumption, without representation or warranty by the benefit of the Credit Parties (defined below)Assignor.

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-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. • q Attach Form W-8 for current Tax Year • q Confirm Tax ID Number: Pursuant to the language contained in the tax section of the Term Loan 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 F [FORM OF BORROWER REMITTANCE INSTRUCTIONS OF] ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (Attached) EXHIBIT F-1 FORM OF PARENT GUARANTY (Attached) EXECUTION VERSION PARENT GUARANTY AGREEMENT THIS PARENT GUARANTY AGREEMENT (this the “GuarantyAssignment and Assumption”) is executed dated as of July 28the Effective Date set forth below and is entered into between the Assignor named below (the “Assignor”) and the Assignee named below (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, 2017, by STAG INDUSTRIAL, INC., a Maryland corporation, (the “GuarantorCredit Agreement”), for receipt of a copy of which is hereby acknowledged by the benefit Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent below (i) all of the Assignor’s rights and obligations in its capacity as a Bank under the Credit Parties Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (defined belowincluding any guarantees included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Bank) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.