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 and Reporting) 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. U.S. LENDER INSTITUTIONS: If your institution is incorporated or organized within the United States, you must complete and return Form W-9 (Request for Taxpayer Identification Number and Certification). 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 on or prior to the date on which your institution becomes a lender under this Credit Agreement. Failure to provide the proper tax form when requested will subject your institution to U.S. tax withholding. *Additional guidance and instructions as to where to submit this documentation can be found at this link IRS Tax Form Tool Kit.pdf 11. Bank of America’s Payment Instructions: Input or attach Bank of America’s payment instructions for each respective currency referenced within Section 7 above. US DOLLAR ONLY Payment Instructions: Pay to: Bank of America, N.A. ABA # ▇▇▇▇▇▇▇▇▇ New York, NY Account #: 1366072250600 Attn: Wire Clearing Acct for Syn Loans - LIQ Ref: Foreign Currency Payment Instructions: Foreign Currency Payment Instruction ☐ Check for distribution to PUBLIC and Private side Lenders1 Date: , To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of March 9, 2026 (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 Bald Eagle Funding LLC, a Delaware limited liability company (the “Borrower”), the Lenders from time to time party thereto, Bank of America, N.A., as Administrative Agent, Citibank, N.A., as collateral agent (in such capacity, the “Collateral Agent”) and as collateral custodian (in such capacity, the “Collateral Custodian”) and Virtus Group, LP, as collateral administrator (in such capacity, the “Collateral Administrator”). The undersigned hereby certifies, as a Responsible Officer and not in his/her individual capacity, as of the date hereof that he/she is the of the Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent in such capacity on the behalf of the Borrower, and that: 1. The Borrower has the Payment Date Report for the month of the Borrower ended as of the above date. Such Payment Date Report is true, accurate and complete in every material respect. 1. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (financial or otherwise) of the Borrower during the accounting period covered by the annual financial statements delivered pursuant to Section 6.01(a) of the Agreement. 2. A review of the activities of the Borrower during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Borrower performed and observed all its material obligations under the Loan Documents, and 1 If this is not checked, this certificate will only be posted to Private side Lenders. [to the knowledge of the undersigned, no Default, Event of Default, Unmatured Collateral Manager Termination Event or Collateral Manager Termination Event has occurred and is continuing.] [to the knowledge of the undersigned, during such fiscal period the following Defaults occurred and the following is a list of each such Default and its nature and status:] 1. The Interest Coverage Ratio calculation required by Section 6.02(b) of the Agreement is set out below: (1) All Interest Collections received by the Borrower with respect to Collateral Assets during such Interest Period $ __________________.____ (2) Sum of (i) all Interest accrued during such Interest Period and (ii) all Commitment Fees and other fees under Section 2.07 or otherwise that have accrued during such Interest Period $ __________________.____ (3) Interest Coverage Ratio = ((1) divided by (2)) $ __________________.____ 2. The Interest Coverage Test is satisfied after giving effect to any actions being contemplated in connection with the delivery of this Compliance Certificate. 3. The representations and warranties of the Borrower Parent contained in Section 4.01 of the Sale Agreement, the representations and warranties of the Borrower contained in Article V of the Agreement, and any representations and warranties of Borrower that are contained in any document furnished at any time under or in connection with the Loan Documents, (I) to the extent already qualified with respect to “material” matters or “Material Adverse Effect”, are true and correct on and as of the date hereof and (II) to the extent not already qualified with respect to “material” matters or “Material Adverse Effect”, are true and correct in all material respects on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct (in all material respects or as so qualified, as applicable) as of such earlier date, and except that for purposes of this Compliance Certificate, the representations and warranties contained in Sections 5.05(a) and (b) of the Agreement shall be deemed to refer to the most recent statements furnished pursuant to Section ??6.01(a) and (b), respectively, of the Agreement, including the statements in connection with which this Compliance Certificate is delivered.
Appears in 1 contract
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-non U.S. flow-through entity, an original Form W-8IMY (Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain U.S. branches Branches for United States Tax Withholding and ReportingWithholding) 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 be advised that U.S. tax regulations do not permit the instructions when completing this formacceptance of faxed forms. U.S. LENDER INSTITUTIONS: If your institution is incorporated or organized within the United States, you must complete and return Form W-9 (Request for Taxpayer Identification Number and Certification). Pursuant to the language contained in the Original tax section of the Credit Agreement, the applicable tax form for your institution form(s) must be completed and returned on or prior to the date on which your institution becomes submitted. · Attach Form W-8 for current Tax Year · Confirm Tax ID Number: Borrower: STAG Industrial Operating Partnership, L.P., a lender under this Credit Agreement. Failure to provide the proper tax form when requested will subject your institution to U.S. tax withholding. *Additional guidance and instructions as to where to submit this documentation can be found at this link IRS Tax Form Tool Kit.pdf 11. Bank of America’s Payment InstructionsDelaware limited partnership Administrative Agent: Input or attach Bank of America’s payment instructions for each respective currency referenced within Section 7 above. US DOLLAR ONLY Payment Instructions: Pay to: Bank of America, N.A. ABA # ▇▇▇▇▇▇▇▇▇ New YorkFargo Bank, NY Account #National Association Loan: 1366072250600 Attn: Wire Clearing Acct for Syn Loans - LIQ Ref: Foreign Currency Payment Instructions: Foreign Currency Payment Instruction ☐ Check for distribution to PUBLIC and Private side Lenders1 Date: , To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is Loan number 1015070 made pursuant to that certain Credit Agreement, Term Loan Agreement dated as of March 9September 29, 2026 (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 Bald Eagle Funding ▇▇▇▇▇ Fargo Securities, LLC, a Delaware limited liability company (the “Borrower”), and the Lenders from time to time party thereto, Bank of Americaas amended from time to time Effective Date: September 29, N.A., as Administrative Agent, Citibank, N.A., as collateral agent (2015 o New — This is the first Disbursement Instruction Agreement submitted in such capacity, connection with the “Collateral Agent”) and as collateral custodian (Loan. o Replace Previous Agreement — This is a replacement Disbursement Instruction Agreement. All prior instructions submitted in such capacity, the “Collateral Custodian”) and Virtus Group, LP, as collateral administrator (in such capacity, the “Collateral Administrator”). The undersigned hereby certifies, as a Responsible Officer and not in his/her individual capacity, connection with this Loan are cancelled as of the date hereof that he/she Effective Date set forth above. This Agreement must be signed by the Borrower and is the of the Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent in such capacity on the behalf of the Borrower, and that:
1. The Borrower has the Payment Date Report used for the month of the Borrower ended as of the above date. Such Payment Date Report is true, accurate and complete in every material respect.
1. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (financial or otherwise) of the Borrower during the accounting period covered by the annual financial statements delivered pursuant to Section 6.01(a) of the Agreement.
2. A review of the activities of the Borrower during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Borrower performed and observed all its material obligations under the Loan Documents, and 1 If this is not checked, this certificate will only be posted to Private side Lenders. [to the knowledge of the undersigned, no Default, Event of Default, Unmatured Collateral Manager Termination Event or Collateral Manager Termination Event has occurred and is continuing.] [to the knowledge of the undersigned, during such fiscal period the following Defaults occurred and the following is a list of each such Default and its nature and status:]
1. The Interest Coverage Ratio calculation required by Section 6.02(b) of the Agreement is set out belowpurposes:
(1) All Interest Collections received by to designate an individual or individuals with authority to request disbursements of Loan proceeds, whether at the Borrower with respect to Collateral Assets during such Interest Period $ __________________.____time of Loan closing/origination or thereafter;
(2) Sum to designate an individual or individuals with authority to request disbursements of funds from Restricted Accounts (i) all Interest accrued during such Interest Period as defined in the Terms and (ii) all Commitment Fees and other fees under Section 2.07 or otherwise that have accrued during such Interest Period $ __________________.____Conditions attached to this Agreement), if applicable; and
(3) Interest Coverage Ratio = ((1) divided by (2)) $ __________________.____
2to provide Administrative Agent with specific instructions for wiring or transferring funds on Borrower’s behalf. The Interest Coverage Test is satisfied after giving effect to any actions being contemplated in connection with the delivery of this Compliance Certificate.
3. The representations and warranties Any of the Borrower Parent contained in Section 4.01 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 Sale Agreementapplicable Disbursement in the form of a signed closing statement or an email instruction or other written communication, the representations and warranties of the Borrower contained in Article V of the Agreement, and any representations and warranties of Borrower that are contained in any document furnished at any time under or in connection with the Loan Documents, (I) telephonic request pursuant to the extent already qualified with respect to “material” matters or “Material Adverse Effect”, are true and correct on and as of the date hereof and (II) to the extent not already qualified with respect to “material” matters or “Material Adverse Effect”, are true and correct in all material respects on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct (in all material respects or as so qualified, as applicable) as of such earlier date, and except that for purposes of this Compliance Certificate, the representations and warranties contained in Sections 5.05(a) and (bSection 2.02(a) of the Term Loan Agreement shall be deemed (each, a “Disbursement Request”) from an applicable Authorized Representative (as defined in the Terms and Conditions attached to refer to the most recent statements furnished pursuant to Section ??6.01(a) and (bthis Agreement), respectively, of the Agreement, including the statements in connection with which this Compliance Certificate is delivered.
Appears in 1 contract
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-non U.S. flow-through entity, an original Form W-8IMY (Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain U.S. branches Branches for United States Tax Withholding and ReportingWithholding) 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 be advised that U.S. tax regulations do not permit the instructions when completing this formacceptance of faxed forms. U.S. LENDER INSTITUTIONS: If your institution is incorporated or organized within the United States, you must complete and return Form W-9 (Request for Taxpayer Identification Number and Certification). Pursuant to the language contained in the Original tax section of the Credit Agreement, the applicable tax form for your institution form(s) must be completed and returned on or prior to the date on which your institution becomes submitted. o Attach Form W-8 for current Tax Year o Confirm Tax ID Number: Borrower: STAG Industrial Operating Partnership, L.P., a lender under this Credit Agreement. Failure to provide the proper tax form when requested will subject your institution to U.S. tax withholding. *Additional guidance and instructions as to where to submit this documentation can be found at this link IRS Tax Form Tool Kit.pdf 11. Bank of America’s Payment InstructionsDelaware limited partnership Administrative Agent: Input or attach Bank of America’s payment instructions for each respective currency referenced within Section 7 above. US DOLLAR ONLY Payment Instructions: Pay to: Bank of America, N.A. ABA # ▇▇▇▇▇▇▇▇▇ New YorkFargo Bank, NY Account #National Association Loan: 1366072250600 Attn: Wire Clearing Acct for Syn Loans - LIQ Ref: Foreign Currency Payment Instructions: Foreign Currency Payment Instruction ☐ Check for distribution to PUBLIC and Private side Lenders1 Date: , To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is Loan number 1008988-1 made pursuant to that certain Credit Agreement, Term Loan Agreement dated as of March 9December [ ], 2026 (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 Bald Eagle Funding ▇▇▇▇▇ Fargo Securities, LLC, a Delaware limited liability company (the “Borrower”), and the Lenders from time to time party thereto, Bank of Americaas amended from time to time Effective Date: December [ ], N.A., as Administrative Agent, Citibank, N.A., as collateral agent (2014 o New — This is the first Disbursement Instruction Agreement submitted in such capacity, connection with the “Collateral Agent”) and as collateral custodian (Loan. o Replace Previous Agreement — This is a replacement Disbursement Instruction Agreement. All prior instructions submitted in such capacity, the “Collateral Custodian”) and Virtus Group, LP, as collateral administrator (in such capacity, the “Collateral Administrator”). The undersigned hereby certifies, as a Responsible Officer and not in his/her individual capacity, connection with this Loan are cancelled as of the date hereof that he/she Effective Date set forth above. This Agreement must be signed by the Borrower and is the of the Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent in such capacity on the behalf of the Borrower, and that:
1. The Borrower has the Payment Date Report used for the month of the Borrower ended as of the above date. Such Payment Date Report is true, accurate and complete in every material respect.
1. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (financial or otherwise) of the Borrower during the accounting period covered by the annual financial statements delivered pursuant to Section 6.01(a) of the Agreement.
2. A review of the activities of the Borrower during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Borrower performed and observed all its material obligations under the Loan Documents, and 1 If this is not checked, this certificate will only be posted to Private side Lenders. [to the knowledge of the undersigned, no Default, Event of Default, Unmatured Collateral Manager Termination Event or Collateral Manager Termination Event has occurred and is continuing.] [to the knowledge of the undersigned, during such fiscal period the following Defaults occurred and the following is a list of each such Default and its nature and status:]
1. The Interest Coverage Ratio calculation required by Section 6.02(b) of the Agreement is set out belowpurposes:
(1) All Interest Collections received by to designate an individual or individuals with authority to request disbursements of Loan proceeds, whether at the Borrower with respect to Collateral Assets during such Interest Period $ __________________.____time of Loan closing/origination or thereafter;
(2) Sum to designate an individual or individuals with authority to request disbursements of funds from Restricted Accounts (i) all Interest accrued during such Interest Period as defined in the Terms and (ii) all Commitment Fees and other fees under Section 2.07 or otherwise that have accrued during such Interest Period $ __________________.____Conditions attached to this Agreement), if applicable; and
(3) Interest Coverage Ratio = ((1) divided by (2)) $ __________________.____
2to provide Administrative Agent with specific instructions for wiring or transferring funds on Borrower’s behalf. The Interest Coverage Test is satisfied after giving effect to any actions being contemplated in connection with the delivery of this Compliance Certificate.
3. The representations and warranties Any of the Borrower Parent contained in Section 4.01 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 Sale Agreementapplicable Disbursement in the form of a signed closing statement or an email instruction or other written communication, the representations and warranties of the Borrower contained in Article V of the Agreement, and any representations and warranties of Borrower that are contained in any document furnished at any time under or in connection with the Loan Documents, (I) telephonic request pursuant to the extent already qualified with respect to “material” matters or “Material Adverse Effect”, are true and correct on and as of the date hereof and (II) to the extent not already qualified with respect to “material” matters or “Material Adverse Effect”, are true and correct in all material respects on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct (in all material respects or as so qualified, as applicable) as of such earlier date, and except that for purposes of this Compliance Certificate, the representations and warranties contained in Sections 5.05(a) and (bSection 2.02(a) of the Term Loan Agreement shall be deemed (each, a “ Disbursement Request”) from an applicable Authorized Representative (as defined in the Terms and Conditions attached to refer to the most recent statements furnished pursuant to Section ??6.01(a) and (bthis Agreement), respectively, of the Agreement, including the statements in connection with which this Compliance Certificate is delivered.
Appears in 1 contract
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-non U.S. flow-through entity, an original Form W-8IMY (Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain U.S. branches Branches for United States Tax Withholding and ReportingWithholding) 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 be advised that U.S. tax regulations do not permit the instructions when completing this formacceptance of faxed forms. U.S. LENDER INSTITUTIONS: If your institution is incorporated or organized within the United States, you must complete and return Form W-9 (Request for Taxpayer Identification Number and Certification). Pursuant to the language contained in the Original tax section of the Credit Agreement, the applicable tax form for your institution form(s) must be completed and returned on or prior to the date on which your institution becomes submitted. o Attach Form W-8 for current Tax Year o Confirm Tax ID Number: Borrower: STAG Industrial Operating Partnership, L.P., a lender under this Credit Agreement. Failure to provide the proper tax form when requested will subject your institution to U.S. tax withholding. *Additional guidance and instructions as to where to submit this documentation can be found at this link IRS Tax Form Tool Kit.pdf 11. Bank of America’s Payment InstructionsDelaware limited partnership Administrative Agent: Input or attach Bank of America’s payment instructions for each respective currency referenced within Section 7 above. US DOLLAR ONLY Payment Instructions: Pay to: Bank of America, N.A. ABA # ▇▇▇▇▇▇▇▇▇ New YorkFargo Bank, NY Account #National Association Loan: 1366072250600 Attn: Wire Clearing Acct for Syn Loans - LIQ Ref: Foreign Currency Payment Instructions: Foreign Currency Payment Instruction ☐ Check for distribution to PUBLIC and Private side Lenders1 Date: , To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is Loan number 1011583 made pursuant to that certain Credit Agreement, Second Amended and Restated Term Loan Agreement dated as of March 9December 20, 2026 (as amended2016 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 Bald Eagle Funding ▇▇▇▇▇ Fargo Securities, LLC, a Delaware limited liability company (the “Borrower”), and the Lenders from time to time party thereto, Bank of Americaas amended from time to time Effective Date: December 20, N.A., as Administrative Agent, Citibank, N.A., as collateral agent (2016 o New — This is the first Disbursement Instruction Agreement submitted in such capacity, connection with the “Collateral Agent”) and as collateral custodian (Loan. o Replace Previous Agreement — This is a replacement Disbursement Instruction Agreement. All prior instructions submitted in such capacity, the “Collateral Custodian”) and Virtus Group, LP, as collateral administrator (in such capacity, the “Collateral Administrator”). The undersigned hereby certifies, as a Responsible Officer and not in his/her individual capacity, connection with this Loan are cancelled as of the date hereof that he/she Effective Date set forth above. This Agreement must be signed by the Borrower and is the of the Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent in such capacity on the behalf of the Borrower, and that:
1. The Borrower has the Payment Date Report used for the month of the Borrower ended as of the above date. Such Payment Date Report is true, accurate and complete in every material respect.
1. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (financial or otherwise) of the Borrower during the accounting period covered by the annual financial statements delivered pursuant to Section 6.01(a) of the Agreement.
2. A review of the activities of the Borrower during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Borrower performed and observed all its material obligations under the Loan Documents, and 1 If this is not checked, this certificate will only be posted to Private side Lenders. [to the knowledge of the undersigned, no Default, Event of Default, Unmatured Collateral Manager Termination Event or Collateral Manager Termination Event has occurred and is continuing.] [to the knowledge of the undersigned, during such fiscal period the following Defaults occurred and the following is a list of each such Default and its nature and status:]
1. The Interest Coverage Ratio calculation required by Section 6.02(b) of the Agreement is set out belowpurposes:
(1) All Interest Collections received by to designate an individual or individuals with authority to request disbursements of Loan proceeds, whether at the Borrower with respect to Collateral Assets during such Interest Period $ __________________.____time of Loan closing/origination or thereafter;
(2) Sum to designate an individual or individuals with authority to request disbursements of funds from Restricted Accounts (i) all Interest accrued during such Interest Period as defined in the Terms and (ii) all Commitment Fees and other fees under Section 2.07 or otherwise that have accrued during such Interest Period $ __________________.____Conditions attached to this Agreement), if applicable; and
(3) Interest Coverage Ratio = ((1) divided by (2)) $ __________________.____
2to provide Administrative Agent with specific instructions for wiring or transferring funds on Borrower’s behalf. The Interest Coverage Test is satisfied after giving effect to any actions being contemplated in connection with the delivery of this Compliance Certificate.
3. The representations and warranties Any of the Borrower Parent contained in Section 4.01 of the Sale Agreementdisbursements, the representations and warranties of the Borrower contained in Article V of the Agreement, and any representations and warranties of Borrower that wires or transfers described above are contained in any document furnished at any time under or in connection with the Loan Documents, referred to herein as a “Disbursement.”
(I) to the extent already qualified with respect to “material” matters or “Material Adverse Effect”, are true and correct on and as of the date hereof and (II) to the extent not already qualified with respect to “material” matters or “Material Adverse Effect”, are true and correct in all material respects on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct (in all material respects or as so qualified, as applicable) as of such earlier date, and except that for purposes of this Compliance Certificate, the representations and warranties contained in Sections 5.05(a) and (ba) of the Second Amended and Restated Term Loan Agreement shall be deemed (each, a “Disbursement Request”) from an applicable Authorized Representative (as defined in the Terms and Conditions attached to refer to the most recent statements furnished pursuant to Section ??6.01(a) and (bthis Agreement), respectively, of the Agreement, including the statements in connection with which this Compliance Certificate is delivered.
Appears in 1 contract
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-non U.S. flow-through entity, an original Form W-8IMY (Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain U.S. branches Branches for United States Tax Withholding and ReportingWithholding) 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 be advised that U.S. tax regulations do not permit the instructions when completing this formacceptance of faxed forms. U.S. LENDER INSTITUTIONS: If your institution is incorporated or organized within the United States, you must complete and return Form W-9 (Request for Taxpayer Identification Number and Certification). Pursuant to the language contained in the Original tax section of the Credit Agreement, the applicable tax form for your institution form(s) must be completed and returned on or prior to the date on which your institution becomes submitted. o Attach Form W-8 for current Tax Year o Confirm Tax ID Number: Borrower: STAG Industrial Operating Partnership, L.P., a lender under this Credit Agreement. Failure to provide the proper tax form when requested will subject your institution to U.S. tax withholding. *Additional guidance and instructions as to where to submit this documentation can be found at this link IRS Tax Form Tool Kit.pdf 11. Bank of America’s Payment InstructionsDelaware limited partnership Administrative Agent: Input or attach Bank of America’s payment instructions for each respective currency referenced within Section 7 above. US DOLLAR ONLY Payment Instructions: Pay to: Bank of America, N.A. ABA # ▇▇▇▇▇▇▇▇▇ New YorkFargo Bank, NY Account #National Association Loan: 1366072250600 Attn: Wire Clearing Acct for Syn Loans - LIQ Ref: Foreign Currency Payment Instructions: Foreign Currency Payment Instruction ☐ Check for distribution to PUBLIC and Private side Lenders1 Date: , To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is Loan number 1011583 made pursuant to that certain Credit Agreement, Amended and Restated Term Loan Agreement dated as of March 9December [ ], 2026 (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 Bald Eagle Funding ▇▇▇▇▇ Fargo Securities, LLC, a Delaware limited liability company (the “Borrower”), and the Lenders from time to time party thereto, Bank of Americaas amended from time to time Effective Date: December [ ], N.A., as Administrative Agent, Citibank, N.A., as collateral agent (2014 o New — This is the first Disbursement Instruction Agreement submitted in such capacity, connection with the “Collateral Agent”) and as collateral custodian (Loan. o Replace Previous Agreement — This is a replacement Disbursement Instruction Agreement. All prior instructions submitted in such capacity, the “Collateral Custodian”) and Virtus Group, LP, as collateral administrator (in such capacity, the “Collateral Administrator”). The undersigned hereby certifies, as a Responsible Officer and not in his/her individual capacity, connection with this Loan are cancelled as of the date hereof that he/she Effective Date set forth above. This Agreement must be signed by the Borrower and is the of the Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent in such capacity on the behalf of the Borrower, and that:
1. The Borrower has the Payment Date Report used for the month of the Borrower ended as of the above date. Such Payment Date Report is true, accurate and complete in every material respect.
1. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (financial or otherwise) of the Borrower during the accounting period covered by the annual financial statements delivered pursuant to Section 6.01(a) of the Agreement.
2. A review of the activities of the Borrower during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Borrower performed and observed all its material obligations under the Loan Documents, and 1 If this is not checked, this certificate will only be posted to Private side Lenders. [to the knowledge of the undersigned, no Default, Event of Default, Unmatured Collateral Manager Termination Event or Collateral Manager Termination Event has occurred and is continuing.] [to the knowledge of the undersigned, during such fiscal period the following Defaults occurred and the following is a list of each such Default and its nature and status:]
1. The Interest Coverage Ratio calculation required by Section 6.02(b) of the Agreement is set out belowpurposes:
(1) All Interest Collections received by to designate an individual or individuals with authority to request disbursements of Loan proceeds, whether at the Borrower with respect to Collateral Assets during such Interest Period $ __________________.____time of Loan closing/origination or thereafter;
(2) Sum to designate an individual or individuals with authority to request disbursements of funds from Restricted Accounts (i) all Interest accrued during such Interest Period as defined in the Terms and (ii) all Commitment Fees and other fees under Section 2.07 or otherwise that have accrued during such Interest Period $ __________________.____Conditions attached to this Agreement), if applicable; and
(3) Interest Coverage Ratio = ((1) divided by (2)) $ __________________.____
2to provide Administrative Agent with specific instructions for wiring or transferring funds on Borrower’s behalf. The Interest Coverage Test is satisfied after giving effect to any actions being contemplated in connection with the delivery of this Compliance Certificate.
3. The representations and warranties Any of the Borrower Parent contained in Section 4.01 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 Sale Agreementapplicable Disbursement in the form of a signed closing statement or an email instruction or other written communication, the representations and warranties of the Borrower contained in Article V of the Agreement, and any representations and warranties of Borrower that are contained in any document furnished at any time under or in connection with the Loan Documents, (I) telephonic request pursuant to the extent already qualified with respect to “material” matters or “Material Adverse Effect”, are true and correct on and as of the date hereof and (II) to the extent not already qualified with respect to “material” matters or “Material Adverse Effect”, are true and correct in all material respects on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct (in all material respects or as so qualified, as applicable) as of such earlier date, and except that for purposes of this Compliance Certificate, the representations and warranties contained in Sections 5.05(a) and (bSection 2.02(a) of the Term Loan Agreement shall be deemed (each, a “Disbursement Request”) from an applicable Authorized Representative (as defined in the Terms and Conditions attached to refer to the most recent statements furnished pursuant to Section ??6.01(a) and (bthis Agreement), respectively, of the Agreement, including the statements in connection with which this Compliance Certificate is delivered.
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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-non U.S. flow-through entity, an original Form W-8IMY (Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain U.S. branches Branches for United States Tax Withholding and ReportingWithholding) 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 be advised that U.S. tax regulations do not permit the instructions when completing this formacceptance of faxed forms. U.S. LENDER INSTITUTIONS: If your institution is incorporated or organized within the United States, you must complete and return Form W-9 (Request for Taxpayer Identification Number and Certification). Pursuant to the language contained in the Original tax section of the Credit Agreement, the applicable tax form for your institution form(s) must be completed and returned on or prior to the date on which your institution becomes submitted. o Attach Form W-8 for current Tax Year o Confirm Tax ID Number: Borrower: STAG Industrial Operating Partnership, L.P., a lender under this Credit Agreement. Failure to provide the proper tax form when requested will subject your institution to U.S. tax withholding. *Additional guidance and instructions as to where to submit this documentation can be found at this link IRS Tax Form Tool Kit.pdf 11. Bank of America’s Payment InstructionsDelaware limited partnership Administrative Agent: Input or attach Bank of America’s payment instructions for each respective currency referenced within Section 7 above. US DOLLAR ONLY Payment Instructions: Pay to: Bank of America, N.A. ABA # ▇▇▇▇▇▇▇▇▇ New YorkFargo Bank, NY Account #National Association Loan: 1366072250600 Attn: Wire Clearing Acct for Syn Loans - LIQ Ref: Foreign Currency Payment Instructions: Foreign Currency Payment Instruction ☐ Check for distribution to PUBLIC and Private side Lenders1 Date: , To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is Loan number 1008988-1 made pursuant to that certain Credit Agreement, Amended and Restated Term Loan Agreement dated as of March 9December 20, 2026 (as amended2016 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 Bald Eagle Funding ▇▇▇▇▇ Fargo Securities, LLC, a Delaware limited liability company (the “Borrower”), and the Lenders from time to time party thereto, Bank of Americaas amended from time to time Effective Date: December 20, N.A., as Administrative Agent, Citibank, N.A., as collateral agent (2016 o New — This is the first Disbursement Instruction Agreement submitted in such capacity, connection with the “Collateral Agent”) and as collateral custodian (Loan. o Replace Previous Agreement — This is a replacement Disbursement Instruction Agreement. All prior instructions submitted in such capacity, the “Collateral Custodian”) and Virtus Group, LP, as collateral administrator (in such capacity, the “Collateral Administrator”). The undersigned hereby certifies, as a Responsible Officer and not in his/her individual capacity, connection with this Loan are cancelled as of the date hereof that he/she Effective Date set forth above. This Agreement must be signed by the Borrower and is the of the Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent in such capacity on the behalf of the Borrower, and that:
1. The Borrower has the Payment Date Report used for the month of the Borrower ended as of the above date. Such Payment Date Report is true, accurate and complete in every material respect.
1. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (financial or otherwise) of the Borrower during the accounting period covered by the annual financial statements delivered pursuant to Section 6.01(a) of the Agreement.
2. A review of the activities of the Borrower during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Borrower performed and observed all its material obligations under the Loan Documents, and 1 If this is not checked, this certificate will only be posted to Private side Lenders. [to the knowledge of the undersigned, no Default, Event of Default, Unmatured Collateral Manager Termination Event or Collateral Manager Termination Event has occurred and is continuing.] [to the knowledge of the undersigned, during such fiscal period the following Defaults occurred and the following is a list of each such Default and its nature and status:]
1. The Interest Coverage Ratio calculation required by Section 6.02(b) of the Agreement is set out belowpurposes:
(1) All Interest Collections received by to designate an individual or individuals with authority to request disbursements of Loan proceeds, whether at the Borrower with respect to Collateral Assets during such Interest Period $ __________________.____time of Loan closing/origination or thereafter;
(2) Sum to designate an individual or individuals with authority to request disbursements of funds from Restricted Accounts (i) all Interest accrued during such Interest Period as defined in the Terms and (ii) all Commitment Fees and other fees under Section 2.07 or otherwise that have accrued during such Interest Period $ __________________.____Conditions attached to this Agreement), if applicable; and
(3) Interest Coverage Ratio = ((1) divided by (2)) $ __________________.____
2to provide Administrative Agent with specific instructions for wiring or transferring funds on Borrower’s behalf. The Interest Coverage Test is satisfied after giving effect to any actions being contemplated in connection with the delivery of this Compliance Certificate.
3. The representations and warranties Any of the Borrower Parent contained in Section 4.01 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 Sale Agreementapplicable Disbursement in the form of a signed closing statement or an email instruction or other written communication, the representations and warranties of the Borrower contained in Article V of the Agreement, and any representations and warranties of Borrower that are contained in any document furnished at any time under or in connection with the Loan Documents, (I) telephonic request pursuant to the extent already qualified with respect to “material” matters or “Material Adverse Effect”, are true and correct on and as of the date hereof and (II) to the extent not already qualified with respect to “material” matters or “Material Adverse Effect”, are true and correct in all material respects on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct (in all material respects or as so qualified, as applicable) as of such earlier date, and except that for purposes of this Compliance Certificate, the representations and warranties contained in Sections 5.05(a) and (bSection 2.02(a) of the Amended and Restated Term Loan Agreement shall be deemed (each, a “Disbursement Request”) from an applicable Authorized Representative (as defined in the Terms and Conditions attached to refer to the most recent statements furnished pursuant to Section ??6.01(a) and (bthis Agreement), respectively, of the Agreement, including the statements in connection with which this Compliance Certificate is delivered.
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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. US flow-through entity, an original Form W-8IMY (Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain U.S. branches US Branches for United States Tax Withholding and ReportingWithholding) 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. U.S. In addition, please be advised that US tax regulations do not permit the acceptance of faxed forms. Original tax form(s) must be submitted. US LENDER INSTITUTIONS: If your institution is incorporated or organized within the United States, you must complete and return Form W-9 (Request for Taxpayer Identification Number and Certification). Pursuant Please be advised that we request that you submit an original Form W-9. This Solvency Certificate is delivered pursuant to the language contained in the tax section Section 4.02(i) of the Third Amended and Restated First Lien Credit Agreement, the applicable tax form for your institution must be completed and returned on or prior to the date on which your institution becomes a lender under this Credit Agreement. Failure to provide the proper tax form when requested will subject your institution to U.S. tax withholding. *Additional guidance and instructions as to where to submit this documentation can be found at this link IRS Tax Form Tool Kit.pdf 11. Bank of America’s Payment Instructions: Input or attach Bank of America’s payment instructions for each respective currency referenced within Section 7 above. US DOLLAR ONLY Payment Instructions: Pay to: Bank of America, N.A. ABA # ▇▇▇▇▇▇▇▇▇ New York, NY Account #: 1366072250600 Attn: Wire Clearing Acct for Syn Loans - LIQ Ref: Foreign Currency Payment Instructions: Foreign Currency Payment Instruction ☐ Check for distribution to PUBLIC and Private side Lenders1 Date: , To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement, Agreement dated as of March 9August 21, 2026 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined”), among Bald Eagle Funding 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 RBS Global, the “BorrowerBorrowers”), the Lenders lenders party thereto from time to time party theretotime, Bank of America, N.A.and Credit Suisse AG, as Administrative Agent, Citibank, N.A., as collateral agent (. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in such capacity, the “Collateral Agent”) and as collateral custodian (in such capacity, the “Collateral Custodian”) and Virtus Group, LP, as collateral administrator (in such capacity, the “Collateral Administrator”)Credit Agreement. The undersigned hereby certifies, solely in his capacity as a Responsible Officer an officer of the Borrowers and not in his/her his individual capacity, as of the date hereof that he/she is the of the Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent in such capacity on the behalf of the Borrower, and thatfollows:
1. The Borrower has I am the Payment Date Report for the month [Financial Officer] of the Borrower ended as of the above dateBorrowers. Such Payment Date Report is true, accurate and complete in every material respect.
1. The undersigned has reviewed and is I am familiar with the terms Transactions, and have reviewed the Credit Agreement, financial statements referred to in Section 3.05 of the Credit Agreement and has made, or has caused to be such documents and made under his/her supervision, a detailed review such investigation as I have deemed relevant for the purposes of the transactions and condition (financial or otherwise) of the Borrower during the accounting period covered by the annual financial statements delivered pursuant to Section 6.01(a) of the Agreementthis Solvency Certificate.
2. A review of the activities of the Borrower during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Borrower performed and observed all its material obligations under the Loan Documents, and 1 If this is not checked, this certificate will only be posted to Private side Lenders. [to the knowledge of the undersigned, no Default, Event of Default, Unmatured Collateral Manager Termination Event or Collateral Manager Termination Event has occurred and is continuing.] [to the knowledge of the undersigned, during such fiscal period the following Defaults occurred and the following is a list of each such Default and its nature and status:]
1. The Interest Coverage Ratio calculation required by Section 6.02(b) of the Agreement is set out below:
(1) All Interest Collections received by the Borrower with respect to Collateral Assets during such Interest Period $ __________________.____
(2) Sum of (i) all Interest accrued during such Interest Period and (ii) all Commitment Fees and other fees under Section 2.07 or otherwise that have accrued during such Interest Period $ __________________.____
(3) Interest Coverage Ratio = ((1) divided by (2)) $ __________________.____
2. The Interest Coverage Test is satisfied after giving effect to any actions being contemplated in connection with the delivery of this Compliance Certificate.
3. The representations and warranties of the Borrower Parent contained in Section 4.01 of the Sale Agreement, the representations and warranties of the Borrower contained in Article V of the Agreement, and any representations and warranties of Borrower that are contained in any document furnished at any time under or in connection with the Loan Documents, (I) to the extent already qualified with respect to “material” matters or “Material Adverse Effect”, are true and correct on and as of the date hereof and (II) to the extent not already qualified with respect to “material” matters or “Material Adverse Effect”, are true and correct in all material respects on and as As of the date hereof, except immediately after giving effect to the extent that such representations consummation of the Transactions, on and warranties specifically refer to an earlier date, in which case they shall be true and correct (in all material respects or as so qualified, as applicable) as of such earlier date, and except that for purposes of this Compliance Certificate, date (i) the representations and warranties contained in Sections 5.05(a) and (b) fair value of the Agreement shall be deemed to refer to assets of the most recent statements furnished pursuant to Section ??6.01(a) Borrowers and (b)their Subsidiaries on a consolidated basis, respectivelyat a fair valuation, exceeds the debts and liabilities, direct, subordinated, contingent or otherwise, of the AgreementBorrowers 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, including direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the statements in connection 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 this Compliance 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 deliveredbeing 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.
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Sources: Incremental Assumption and Amendment Agreement (Rexnord Corp)