WITH MATERIAL APPLICABLE LAW AND
REGULATORY APPROVALS WHERE THE FAILURE TO COMPLY WOULD REASONABLY BE EXPECTED TO
BE MATERIALLY ADVERSE TO THE ADMINISTRATIVE AGENT AND LENDERS, AND
ADMINISTRATIVE AGENT SHALL HAVE RECEIVED EVIDENCE OF THE CONSUMMATION OF THE
NASH-FINCH MERGER;
(B)
EXCESS AVAILABILITY, AS OF THE EFFECTIVE DATE, SHALL BE NOT LESS THAN
$300,000,000 AFTER GIVING EFFECT TO THE INITIAL LOANS MADE OR TO BE MADE AND
LETTER OF CREDIT ACCOMMODATIONS ISSUED OR TO BE ISSUED IN CONNECTION WITH THE
INITIAL TRANSACTIONS HEREUNDER AND AFTER PROVISION FOR PAYMENT OF ALL FEES AND
EXPENSES OF THE INITIAL TRANSACTIONS HEREUNDER (WHICH AMOUNT MAY BE REDUCED BY
UP TO $50,000,000 SOLELY TO THE EXTENT OF THE AGGREGATE AMOUNT OF THE
AVAILABILITY BASED ON ANY OF THE PARCELS OF REAL PROPERTY LISTED ON SCHEDULE
1.52 HERETO THAT WOULD HAVE BEEN INCLUDED IN THE TRANCHE A REAL ESTATE
AVAILABILITY OR TRANCHE A-2 REAL ESTATE AVAILABILITY BUT FOR THE FAILURE OF SUCH
PARCEL TO SATISFY THE REQUIREMENTS FOR ELIGIBLE REAL PROPERTY AS OF THE
EFFECTIVE DATE);
(C)
RECEIPT BY ARRANGERS OF: (I) ANY UPDATES OR MODIFICATIONS TO THE
PROJECTED FINANCIAL STATEMENTS OF PARENT AND ITS SUBSIDIARIES PREVIOUSLY
RECEIVED BY ARRANGERS OR TO ANY OF THE ASSUMPTIONS WITH RESPECT THERETO, (II)
COPIES OF INTERIM UNAUDITED FINANCIAL STATEMENTS FOR EACH QUARTER AND MONTH
SINCE THE LAST AUDITED FINANCIAL STATEMENTS OF BORROWERS AND GUARANTORS AND
(III) THIRD PARTY APPRAISALS, FIELD EXAMINATIONS AND ENVIRONMENTAL AUDITS IN
ACCORDANCE WITH
ADMINISTRATIVE AGENT'S CUSTOMARY PROCEDURES AND IN A FORM AND SCOPE
SUBSTANTIALLY CONSISTENT WITH THOSE PREVIOUSLY DELIVERED IN CONNECTION WITH THE
EXISTING SPARTAN CREDIT AGREEMENT AND THE EXISTING NASH-FINCH CREDIT AGREEMENT;
75
(D)
EXECUTION AND DELIVERY OF ALL FINANCING AGREEMENTS BY THE PARTIES
THERETO, SUBJECT TO CLAUSE (E) BELOW, EXCEPT, THAT, WITH RESPECT TO THE DELIVERY
OF COLLATERAL ACCESS AGREEMENTS FOR LEASED OR THIRD PARTY LOCATIONS, THE FAILURE
TO DELIVER SUCH AGREEMENTS SHALL NOT BE A CONDITION OF MAKING THE INITIAL LOANS,
PROVIDED, THAT, BORROWERS SHALL HAVE USED COMMERCIALLY REASONABLE EFFORTS TO
OBTAIN SUCH AGREEMENTS PRIOR TO THE EFFECTIVE DATE AND TO THE EXTENT NOT
DELIVERED PRIOR TO THE EFFECTIVE DATE SHALL USE COMMERCIALLY REASONABLE EFFORTS
TO OBTAIN SUCH AGREEMENTS THEREAFTER (AND TO THE EXTENT THAT ADMINISTRATIVE
AGENT HAS NOT RECEIVED REASONABLY ACCEPTABLE COLLATERAL ACCESS AGREEMENTS FOR A
LEASED OR THIRD PARTY LOCATION, IT MAY ESTABLISH A RESERVE IN RESPECT OF AMOUNTS
PAYABLE UNDER THE APPLICABLE LEASE OR OTHER AGREEMENT PURSUANT TO THE TERMS OF
THIS AGREEMENT), AND INCLUDING, WITHOUT LIMITATION, RECEIPT OF THE FOLLOWING,
EACH IN FORM AND SUBSTANCE SATISFACTORY TO ADMINISTRATIVE AGENT: (I) SUBJECT TO
CLAUSE (E) BELOW, DEPOSIT ACCOUNT CONTROL AGREEMENTS BY AND AMONG ADMINISTRATIVE
AGENT, EACH BORROWER AND EACH BANK WHERE SUCH BORROWER HAS A DEPOSIT ACCOUNT
OTHER THAN BANKS WHERE SUCH BORROWER MAINTAINS A STORE ACCOUNT FOR WHICH NO
DEPOSIT ACCOUNT CONTROL AGREEMENT IS REQUIRED PURSUANT TO SECTION 6.3 HEREOF, IN
EACH CASE, DULY AUTHORIZED, EXECUTED AND DELIVERED BY SUCH BANK AND BORROWER,
(II) ORIGINALS OF THE SHARES OF THE STOCK CERTIFICATES REPRESENTING ALL OF THE
ISSUED