BORROWERS OR AS
ADMINISTRATIVE AGENT MAY OTHERWISE AGREE AND (B) ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED AN UPDATED BORROWING BASE CERTIFICATE THAT GIVES EFFECT TO SUCH SALE OR
OTHER DISPOSITION,
130
(III)
THE ISSUANCE AND SALE BY (A) PARENT OF ITS CAPITAL STOCK PURSUANT TO
AND IN ACCORDANCE WITH THE NASH-FINCH MERGER AND (B) ANY BORROWER OR GUARANTOR
OF CAPITAL STOCK OF SUCH BORROWER OR GUARANTOR AFTER THE EFFECTIVE DATE;
PROVIDED, THAT, (1) ADMINISTRATIVE AGENT SHALL HAVE RECEIVED NOT LESS THAN TEN
(10) BUSINESS DAYS' PRIOR WRITTEN NOTICE OF SUCH ISSUANCE AND SALE BY SUCH
BORROWER OR GUARANTOR, WHICH NOTICE SHALL SPECIFY THE PARTIES TO WHOM SUCH
SHARES ARE TO BE SOLD, THE TERMS OF SUCH SALE, THE TOTAL AMOUNT WHICH IT IS
ANTICIPATED WILL BE REALIZED FROM THE ISSUANCE AND SALE OF SUCH STOCK AND THE
NET CASH PROCEEDS WHICH IT IS ANTICIPATED WILL BE RECEIVED BY SUCH BORROWER OR
GUARANTOR FROM SUCH SALE, (2) SUCH BORROWER OR GUARANTOR SHALL NOT BE REQUIRED
TO PAY ANY CASH DIVIDENDS OR REPURCHASE OR REDEEM SUCH CAPITAL STOCK OR MAKE ANY
OTHER PAYMENTS IN RESPECT THEREOF, EXCEPT AS OTHERWISE PERMITTED IN SECTION 9.11
HEREOF, (3) THE TERMS OF SUCH CAPITAL STOCK, AND THE TERMS AND CONDITIONS OF THE
PURCHASE AND SALE THEREOF, SHALL NOT INCLUDE ANY TERMS THAT INCLUDE ANY
LIMITATION ON THE RIGHT OF ANY BORROWER TO REQUEST OR RECEIVE LOANS OR LETTER OF
CREDIT ACCOMMODATIONS OR THE RIGHT OF ANY BORROWER AND GUARANTOR TO AMEND OR
MODIFY ANY OF THE TERMS AND CONDITIONS OF THIS AGREEMENT OR ANY OF THE OTHER
FINANCING AGREEMENTS OR OTHERWISE IN ANY WAY RELATE TO OR AFFECT THE
ARRANGEMENTS OF BORROWERS AND GUARANTORS WITH ADMINISTRATIVE AGENT AND LENDERS
OR ARE MORE RESTRICTIVE OR BURDENSOME TO ANY BORROWER OR GUARANTOR THAN THE
TERMS OF ANY CAPITAL STOCK IN EFFECT ON THE EFFECTIVE DATE, (4) EXCEPT AS
ADMINISTRATIVE AGENT MAY OTHERWISE AGREE IN WRITING, ALL OF THE NET PROCEEDS OF
THE SALE AND ISSUANCE OF SUCH CAPITAL STOCK SHALL BE PAID TO ADMINISTRATIVE
AGENT FOR APPLICATION TO THE OBLIGATIONS IN ACCORDANCE WITH SECTION 6.4 HEREOF
AND (E) AS OF THE DATE OF SUCH ISSUANCE AND SALE AND AFTER GIVING EFFECT
THERETO, NO DEFAULT OR EVENT OF DEFAULT SHALL EXIST OR HAVE OCCURRED,
(IV)
THE ISSUANCE OF CAPITAL STOCK OF ANY BORROWER OR GUARANTOR CONSISTING
OF COMMON STOCK PURSUANT TO AN EMPLOYEE STOCK OPTION OR GRANT OR SIMILAR EQUITY
PLAN (INCLUDING THE ASSOCIATE STOCK PURCHASE PLAN AND THE RESTRICTED STOCK PLAN
OF PARENT) OR 401(K) PLANS OF SUCH BORROWER OR GUARANTOR FOR THE BENEFIT OF ITS
EMPLOYEES, DIRECTORS AND CONSULTANTS, PROVIDED, THAT, IN NO EVENT SHALL SUCH
BORROWER OR GUARANTOR BE REQUIRED TO ISSUE, OR SHALL SUCH BORROWER OR GUARANTOR
ISSUE, CAPITAL STOCK PURSUANT TO SUCH STOCK PLANS OR 401(K) PLANS WHICH WOULD
RESULT IN A CHANGE OF CONTROL OR OTHER EVENT OF DEFAULT,
(V)
SALES OR OTHER DISPOSITIONS BY ANY BORROWER OF ASSETS IN CONNECTION
WITH THE CLOSING OR SALE OF A RETAIL STORE LOCATION OF SUCH