OFFICE, AND
(II) THE PERFECTION OF SECURITY INTERESTS IN AND LIENS ON THE CAPITAL STOCK OF
PARENT'S DIRECT OR INDIRECT DOMESTIC SUBSIDIARIES (AFTER GIVING EFFECT TO THE
NASH-FINCH MERGER) WITH RESPECT TO WHICH A SECURITY INTEREST MAY BE PERFECTED ON
THE EFFECTIVE DATE BY THE DELIVERY OF A STOCK CERTIFICATE);
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(F)
SUBJECT TO CLAUSE (E) ABOVE, ADMINISTRATIVE AGENT, FOR THE BENEFIT OF
ITSELF AND THE OTHER SECURED PARTIES, SHALL HAVE RECEIVED SUCH DOCUMENTATION AS
IS NECESSARY TO, UPON FILING, RECORDING OR REGISTRATION, HOLD FIRST PRIORITY
(SUBJECT TO THE PERMITTED LIENS SET FORTH IN SECTIONS 9.8(B), 9.8(C), 9.8(D),
9.8(E), 9.8(F), 9.8(G), 9.8(H), 9.8(I), 9.8(J), 9.8(M) AND 9.8(O) TO THE EXTENT
SUCH LIENS MAY HAVE PRIORITY UNDER APPLICABLE LAW), PERFECTED SECURITY INTERESTS
IN AND LIENS UPON THE COLLATERAL;
(G)
ADMINISTRATIVE AGENT AND LENDERS SHALL HAVE RECEIVED ALL DOCUMENTATION
AND OTHER INFORMATION REASONABLY REQUIRED BY BANK REGULATORY AUTHORITIES UNDER
APPLICABLE "KNOW-YOUR-CUSTOMER" AND ANTI-MONEY LAUNDERING RULES AND REGULATIONS,
INCLUDING THE PATRIOT ACT, TO THE EXTENT ADMINISTRATIVE AGENT HAS REQUESTED SUCH
INFORMATION AT LEAST TEN (10) BUSINESS DAYS PRIOR TO THE EFFECTIVE DATE;
(H)
NO "SPARTAN MATERIAL ADVERSE EFFECT" (AS DEFINED IN THE NASH-FINCH
MERGER AGREEMENT AS IN EFFECT ON JULY 21, 2013 AND AS DELIVERED TO ARRANGERS)
SHALL HAVE OCCURRED SINCE MARCH 30, 2013, OR "NASH-FINCH MATERIAL ADVERSE
EFFECT" (AS DEFINED IN THE NASH-FINCH MERGER AGREEMENT AS IN EFFECT ON JULY 21,
2013 AND AS DELIVERED TO ARRANGERS) SHALL HAVE OCCURRED SINCE DECEMBER 29, 2012;
(I)
ALL COSTS, FEES AND EXPENSES CONTEMPLATED HEREBY DUE AND PAYABLE ON
THE EFFECTIVE DATE TO ADMINISTRATIVE AGENT, ARRANGERS AND LENDERS IN RESPECT OF
THE CREDIT FACILITY, TO THE EXTENT INVOICED AT LEAST TWO (2) BUSINESS DAYS PRIOR
TO THE EFFECTIVE DATE (OR SUCH LATER DATE AS PARENT MAY REASONABLY AGREE) SHALL,
UPON THE INITIAL BORROWING UNDER THE CREDIT FACILITY, HAVE BEEN PAID OR CHARGED
TO ANY LOAN ACCOUNT OF BORROWERS MAINTAINED BY ADMINISTRATIVE AGENT AND
BORROWERS SHALL HAVE COMPLIED IN ALL MATERIAL RESPECTS WITH THEIR OBLIGATIONS TO
ASSIST IN THE SYNDICATION OF THE CREDIT FACILITY;
(J)
ARRANGERS SHALL HAVE RECEIVED A SOLVENCY CERTIFICATE FROM THE CHIEF
FINANCIAL OFFICER OF PARENT SUBSTANTIALLY IN THE FORM ATTACHED AS EXHIBIT G
HEREOF CERTIFYING THAT AS OF THE EFFECTIVE DATE AND AFTER GIVING EFFECT TO THE
CREDIT FACILITY, THE NASH-FINCH MERGER AND THE TRANSACTIONS REASONABLY
CONTEMPLATED HEREBY, PARENT AND ITS SUBSIDIARIES, TAKEN AS A WHOLE, SHALL BE
SOLVENT; AND
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(K)
THE SPECIFIED REPRESENTATIONS AND THE MERGER AGREEMENT REPRESENTATIONS
SHALL BE TRUE AND CORRECT ON THE EFFECTIVE DATE.
4.2
CONDITIONS PRECEDENT TO ALL LOANS AND LETTER OF CREDIT
ACCOMMODATIONS
.
Each of the following is a condition precedent to the making of any Loans
and/or providing Letter of Credit Accommodations to Borrowers:
(A)
ALL REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN AND IN THE OTHER
FINANCING AGREEMENTS (BUT, ON THE EFFECTIVE DATE AND WITH RESPECT TO THE MAKING
OF THE INITIAL LOANS ONLY, WITH RESPECT TO ONLY THE MERGER AGREEMENT
REPRESENTATIONS AND THE SPECIFIED REPRESENTATIONS AND SUBJECT TO SECTION 4.1(E))
SHALL