A Certificate signed by the President. a Vice President or a Financial Officer of the Borrower in his or her capacity as such officer certifying the following: (i) all of the representations and warranties of the Borrower set forth in the Credit Agreement are true and correct and (ii) no Default or Event of Default has occurred and is then continuing. (A) List date, Type, Class, principal amount and Interest Period (if applicable) of existing Borrowing: ___________ (B) Aggregate principal amount of resulting Borrowing:11 $_________________ (C) Effective date of interest election (which is a Business Day):________________ (D) Type of Borrowing:12 ____________________________________ (E) Interest Period and last day thereof (if a Term Benchmark Borrowing):13 _____________________ 11 Must comply with Section 2.02(c) of the Credit Agreement. 12 Specify ABR Borrowing or Term Benchmark Borrowing. 13 Applicable to Term Benchmark Borrowings only. Shall be subject to the definition of “Interest Period” and can be a period of one, three or six months. Cannot extend beyond the Maturity Date. If an Interest Period is not specified, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Very truly yours, PUGET SOUND ENERGY, INC., as Borrower By: Name: Title: I, [_____________________], the [_____________________] of Puget Sound Energy, Inc., a Washington corporation, (the “Borrower”) with responsibility for financial matters of the Borrower, hereby certify, in my capacity as such and not in my individual capacity, on behalf of the Borrower that I am the [_____________________] of the Borrower, that I am familiar with the properties, businesses, assets, finances and operations of the Borrower Group and that I am duly authorized to execute this Solvency Certificate on behalf of the Borrower, which is being delivered pursuant to the Amended and Restated Credit Agreement, dated as of May 16, 2022 (as amended, amended and restated, supplemented and/or modified and in effect from time to time, the “Credit Agreement”), among the Borrower, the Lenders party thereto from time to time and Mizuho Bank, Ltd., as Administrative Agent. Capitalized terms used herein but not defined herein shall have the meanings assigned thereto in the Credit Agreement. In reaching the conclusions set forth in this Solvency Certificate, I have carefully reviewed the Financing Documents and the contents of this Solvency Certificate and, in connection herewith, have taken into consideration all things necessary or material, and I have made appropriate inquiries and investigation with responsible officers and employees of the members of the Borrower Group, in order to make the above and the following certifications. I hereby further certify that:
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A Certificate signed by the President. a Vice President or a Financial Officer of the Borrower in his or her capacity as such officer certifying the following: (i) all of that the representations and warranties contained in Article III of the Borrower set forth in the Credit Agreement are true and correct in all material respects (or in all respects in the case of any representation or warranty qualified by materiality or Material Adverse Effect) on and as of the Effective Date with the same effect as though made on and as of the Effective Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects (or in all respects in the case of any representation or warranty qualified by materiality or Material Adverse Effect) as of such earlier date) and (ii) that no Default or Event of Default has occurred and is then continuingcontinuing as of the Effective Date.
1. Aggregate principal amount of Borrowing:5 __________
2. Date of Borrowing (Awhich shall be a Business Day): __________
3. Type of Borrowing (ABR or Eurodollar): __________
4. Interest Period and the last day thereof (if a Eurodollar Borrowing):6 __________
5. Location and number of the Borrower’s account or any other account agreed upon by the Administrative Agent and the Borrower to which proceeds of Borrowing are to be disbursed: __________ 5 Not less than applicable amounts specified in Section 2.02(c). 6 Which must comply with the definition of “Interest Period” and end not later than the Maturity Date. [Signature Page Follows] The undersigned hereby represents and warrants that the conditions to lending specified in Section[s] [4.01 and]7 4.02 of the Credit Agreement are satisfied as of the date hereof. Very truly yours, SPROUTS FARMERS MARKETS HOLDINGS, LLC, AS THE BORROWER By: Name: Title: 7 To be included only for Borrowings on the Effective Date. EXHIBIT G-2 JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders referred to below [10 South Dearborn ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: [_______] Facsimile: ([__]) [__]-[_____]] Re: Sprouts Farmers Markets Holdings, LLC Ladies and Gentlemen: Reference is hereby made to the Amended and Restated Credit Agreement dated as of March 27, 2018 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Sprouts Farmers Markets Holdings, LLC (the “Borrower”), Sprouts Farmers Market, Inc., the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement. The Borrower hereby gives you notice pursuant to Section 2.08 of the Credit Agreement that it requests to [convert][continue] an existing Borrowing under the Credit Agreement, and in that connection the Borrower specifies the following information with respect to such [conversion][continuation] requested hereby:
1. List date, Type, Class, principal amount and Interest Period (if applicable) of existing Borrowing: ___________
(B) 2. Aggregate principal amount of resulting Borrowing:11 $_______Borrowing: __________
(C) 3. Effective date of interest election (which is shall be a Business Day):______): __________
(D) 4. Type of Borrowing:12 __________________________Borrowing (ABR or Eurodollar): __________
(E) 5. Interest Period and the last day thereof (if a Term Benchmark Borrowing):13 Eurodollar Borrowing):8 _____________________ 11 Must comply with Section 2.02(c) of the Credit Agreement. 12 Specify ABR Borrowing or Term Benchmark Borrowing. 13 Applicable to Term Benchmark Borrowings only. Shall be subject to the definition of “Interest Period” and can be a period of one, three or six months. Cannot extend beyond the Maturity Date. If an Interest Period is not specified, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Very truly yours, PUGET SOUND ENERGY, INC., as Borrower By: Name: Title: I, [_____________________], the [_____________________] of Puget Sound Energy, Inc., a Washington corporation, (the “Borrower”) with responsibility for financial matters of the Borrower, hereby certify, in my capacity as such and not in my individual capacity, on behalf of the Borrower that I am the [_____________________] of the Borrower, that I am familiar with the properties, businesses, assets, finances and operations of the Borrower Group and that I am duly authorized to execute this Solvency Certificate on behalf of the Borrower, which is being delivered pursuant to the Amended and Restated Credit Agreement, dated as of May 16, 2022 (as amended, amended and restated, supplemented and/or modified and in effect from time to time, the “Credit Agreement”), among the Borrower, the Lenders party thereto from time to time and Mizuho Bank, Ltd., as Administrative Agent. Capitalized terms used herein but not defined herein shall have the meanings assigned thereto in the Credit Agreement. In reaching the conclusions set forth in this Solvency Certificate, I have carefully reviewed the Financing Documents and the contents of this Solvency Certificate and, in connection herewith, have taken into consideration all things necessary or material, and I have made appropriate inquiries and investigation with responsible officers and employees of the members of the Borrower Group, in order to make the above and the following certifications. I hereby further certify that:
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A Certificate signed by the President. a Vice President or a Financial Officer of the Borrower in his or her capacity as such officer certifying the following: (i) all of the representations and warranties of the Borrower set forth in the Credit Agreement are true and correct and (ii) no Default or Event of Default has occurred and is then continuing.
(A) List date, Type, Class, principal amount and Interest Period (if applicable) of existing Borrowing: ___________
(B) Aggregate principal amount of resulting Borrowing:11 $_________________
(C) Effective date of interest election (which is a Business Day):________________
(D) Type of Borrowing:12 ____________________________________
(E) Interest Period and last day thereof (if a Term Benchmark Borrowing):13 _____________________ 11 Must comply with Section 2.02(c) of the Credit Agreement. 12 Specify ABR Borrowing or Term Benchmark Borrowing. 13 Applicable to Term Benchmark Borrowings only. Shall be subject to the definition of “Interest Period” and can be a period of one, three or six months. Cannot extend beyond the Maturity Date. If an Interest Period is not specified, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Very truly yours, PUGET SOUND ENERGY, INC., as Borrower By: Name: Title: I, [_____________________], the [_____________________] of Puget Sound Energy, Inc., a Washington corporation, (the “Borrower”) with responsibility for financial matters of the Borrower, hereby certify, in my capacity as such and not in my individual capacity, on behalf of the Borrower that I am the [_____________________] of the Borrower, that I am familiar with the properties, businesses, assets, finances and operations of the Borrower Group and that I am duly authorized to execute this Solvency Certificate on behalf of the Borrower, which is being delivered pursuant to the Second Amended and Restated Credit Agreement, dated as of May 16, 2022 (as amended, amended and restated, supplemented and/or modified and in effect from time to time, the “Credit Agreement”), among the Borrower, the Lenders party thereto from time to time and Mizuho JPMorgan Chase Bank, Ltd.N.A., as Administrative Agent. Capitalized terms used herein but not defined herein shall have the meanings assigned thereto in the Credit Agreement. In reaching the conclusions set forth in this Solvency Certificate, I have carefully reviewed the Financing Documents and the contents of this Solvency Certificate and, in connection herewith, have taken into consideration all things necessary or material, and I have made appropriate inquiries and investigation with responsible officers and employees of the members of the Borrower Group, in order to make the above and the following certifications. I hereby further certify that:
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