receipt by Arrangers of: # 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, # copies of interim unaudited financial statements for each quarter and month since the last audited financial statements of Borrowers and Guarantors and # 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:Organization]] Credit Agreement;

rooms or other operational space that may be necessitated by ​’s obligation to comply with regulatory or industry guidelines regarding the operation of such areas or in response to regulatory inspections or other audits, it being acknowledged by ​ that ​’s obligation to continue operating within the Premises on a continuous basis requires the ability from time to time, to perform such compliance work immediately. The construction of the initial improvements to the Premises shall be governed by the terms of the ​ Work Letter and not the terms of this Article 8.

Even after the Closing Date, in relation to the Seller’s preparation of financial statements and tax returns, investigations or audits by the tax authorities and other administrative institutions, or lawsuits, disputes or other procedures with any third party, the Purchaser shall permit the Seller (including its attorneys-at-law, certified public accountants, tax accountants, advisors or agents) to access the Target Company’s books, records, agreements, minutes, documents, materials, and facilities such as sales offices and assets to the extent not hindering the Target Company’s businesses.

Purchaser, at its cost and expense, may have one or more independent consultants perform reasonable environmental inspections, reviews and audits of the Real Property and the machinery and equipment located at the Facilities (“Environmental Inspections”). Notwithstanding any other provision in this Agreement, Purchaser shall not, prior to the Closing, conduct any environmental or invasive tests or sampling of air, soil (including surface and subsurface materials), surface water and ground water, or any building materials or equipment located at the Real Property, unless approved in writing by the Representative in its sole discretion.

The Borrowers and their Subsidiaries have provided to the Administrative Agent and its authorized representatives all material records and files, including all material assessments, reports, studies, analyses, audits, tests and data in their possession or under their control concerning any Environmental Claim, the existence of Hazardous Materials or any other environmental concern at properties, assets or facilities currently or formerly owned, operated or leased by any Borrower or any of their present or former Subsidiaries or predecessor in interest, or concerning compliance by any Borrower or any such Subsidiary with, or liability under any Environmental Law.

Access to Collateral; Books and Records. At reasonable times, on five (5) Business Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Co-Borrowers’ Books. The foregoing inspections and audits shall be conducted at Co-Borrower’s expense and no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The charge therefor shall be One Thousand Dollars ($1,000) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Co-Borrowers and Bank schedule an audit more than ten (10) days in advance, and Co-Borrowers cancel or seek to or reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies) Co-Borrowers shall pay Bank a fee of One Thousand Dollars ($1,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Upon prior written notice and at a mutually acceptable time, [[Bank of America:Organization]] personnel or its Representatives (e.g., external audit consultants) may audit, test or inspect [[Organization A:Organization]]’s Information Security Program and its facilities to assure [[Bank of America:Organization]]’s data and Confidential Information are adequately protected. This right to audit is in addition to the other audit rights or assessments granted herein. [[Bank of America:Organization]] will determine the scope of such audits, tests or inspections, which may extend to [[Organization A:Organization]]’s Subcontractors and other [[Organization A:Organization]] resources (other systems, environmental support, recovery processes, etc.) used to support the systems and handling of Confidential Information. [[Organization A:Organization]] will inform [[Bank of America:Organization]] of any internal auditing capability it possesses and permit [[Bank of America:Organization]]’s personnel to consult on a confidential basis with such auditors at all reasonable times. [[Bank of America:Organization]] may provide [[Organization A:Organization]] a summary of the findings from each report prepared in connection with any such audit and discuss results, including any remediation plans. Without limiting any other rights of [[Bank of America:Organization]] herein, if [[Organization A:Organization]] is In breach or otherwise not compliant with any of the provisions set forth in the Section of this Agreement entitled “Confidentiality and Information Protection” and/or SCHEDULE E, then [[Bank of America:Organization]] may conduct additional audits.

Due to the knowledge and information you possess and have gained as a result of your employment with the Company, you hereby agree to make yourself available, at reasonable times, to cooperate, consult, testify, etc. with respect to current and future audits, investigations, inquiries, and legal actions, including but not limited to litigation, arbitrations, mediation, administrative and/or regulatory proceedings in which the Company is a party. The Company's only expectation with regard to any testimony is that you testify truthfully. You agree to make yourself reasonably available in good faith to assist and respond to the Company in the transition of your duties.

restructuring charges, accruals or reserves and business optimization expense, including any restructuring costs and integration costs incurred in connection with Permitted Acquisitions after the Closing Date, project start-up costs, costs related to the closure, relocation, reconfiguration and/or consolidation of facilities and costs to relocate employees, integration and transaction costs, retention charges, severance, contract termination costs, recruiting and signing bonuses and expenses, future lease commitments, systems establishment costs, conversion costs and excess pension charges and consulting fees, expenses attributable to the implementation of costs savings initiatives, costs associated with tax projects/audits and costs consisting of professional consulting or other fees relating to any of the foregoing,

Due Diligence. Lender may audit Borrower’s Receivables and any and all records pertaining to the Collateral, at Lender’s sole discretion and at Borrowers expense, provided, an audit must be completed at least once every twelve months. Lender may at any time and from time to time contact Account Debtors and other persons obligated or knowledgeable in respect of Receivables to confirm the Receivable Amount of such Receivables, to determine whether Receivables constitute Eligible Receivables, and for any other purpose in connection with this Agreement. If any of the Collateral or Borrower's books or records pertaining to the Collateral are in the possession of a third party, Borrower authorizes that third party to permit Lender or its agents to have access to perform inspections or audits thereof and to respond to Lender's requests for information concerning such Collateral and records.