A
DISPOSITION PERMITTED BY SECTION 6.05), THE SURVIVING ENTITY IS A LOAN PARTY.
(B)
NO LOAN PARTY WILL, NOR WILL IT PERMIT ANY OF ITS RESTRICTED
SUBSIDIARIES TO, ENGAGE IN ANY BUSINESS OTHER THAN BUSINESSES OF THE TYPE
CONDUCTED BY THE COMPANY AND ITS SUBSIDIARIES ON THE THIRD RESTATEMENT DATE AND
BUSINESSES REASONABLY RELATED OR INCIDENTAL THERETO (INCLUDING THE PROVISION OF
SERVICES).
(C)
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT
(INCLUDING SECTION 6.03(A)), THE BORROWERS SHALL BE PERMITTED TO CONSUMMATE (X)
THE TRANSACTIONS SET FORTH IN SCHEDULE 6.03(C) OR (Y) ONE OR MORE TRANSACTIONS
OR SERIES OF TRANSACTIONS AMONG ONE OR MORE LOAN PARTIES AND/OR THEIR RESTRICTED
SUBSIDIARIES, INVOLVING CONTRIBUTIONS, SALES, EXCHANGES OR TRANSFERS OF EQUITY
INTERESTS, ISSUANCE OF EQUITY INTERESTS OF WHOLLY OWNED SUBSIDIARIES (TO ONE OR
MORE OF THE LOAN PARTIES OR ANOTHER RESTRICTED SUBSIDIARY) AND MERGERS OR
CONSOLIDATIONS BETWEEN ANY AND ALL OF THE LOAN PARTIES AND ONE OR MORE
RESTRICTED SUBSIDIARIES, WHICH TRANSACTIONS ARE ENTERED INTO IN CONNECTION WITH
OFFICE DEPOT BECOMING A WHOLLY OWNED SUBSIDIARY OF ONE OR MORE HOLDING COMPANIES
ORGANIZED UNDER THE LAWS OF THE UNITED STATES (THE "NEW PARENT ENTITIES") AND
SUCH NEW PARENT ENTITIES OWNING, DIRECTLY OR INDIRECTLY, THE OTHER LOAN PARTIES
(THE TRANSACTIONS IN CLAUSES (I) AND (II), INDIVIDUALLY AND COLLECTIVELY THE
"CORPORATE REORGANIZATION"); PROVIDED THAT (I) THE CORPORATE REORGANIZATION IS
NOT ADVERSE IN ANY MATERIAL RESPECT TO THE INTERESTS OF THE LENDERS (IT BEING
UNDERSTOOD THAT THE TRANSACTIONS SET FORTH ON SCHEDULE 6.03(C) WILL BE DEEMED
NOT TO BE ADVERSE IN ANY MATERIAL RESPECTS TO THE INTEREST OF THE LENDERS), (II)
AFTER GIVING EFFECT TO THE CORPORATE REORGANIZATION, ANY RESTRICTED SUBSIDIARY
THAT OWNS PROPERTY OR ASSETS THAT WERE COLLATERAL PRIOR TO THE CORPORATE
REORGANIZATION IS, OR BECOMES, A LOAN PARTY AND PLEDGES SUCH PROPERTY OR ASSETS
AS COLLATERAL, (III) THE LOAN PARTIES HAVE COMPLIED WITH ALL ACTIONS REASONABLY
REQUIRED BY THE ADMINISTRATIVE AGENT IN ORDER TO PROTECT THE LOAN GUARANTY
PROVIDED BY THE LOAN PARTIES AND/OR PROTECT OR PERFECT THE SECURITY INTEREST OF
THE ADMINISTRATIVE AGENT IN THE COLLATERAL, (IV) EACH NEW PARENT ENTITY PROVIDES
A LOAN GUARANTY AND SHALL HAVE EXECUTED SUCH AMENDMENTS, SUPPLEMENTS OR
DOCUMENTS OF ACCESSION TO ANY COLLATERAL DOCUMENTS AS THE ADMINISTRATIVE AGENT
DEEMS NECESSARY FOR SUCH NEW PARENT ENTITY TO GRANT TO THE ADMINISTRATIVE AGENT
(FOR THE BENEFIT OF THE SECURED PARTIES) A PERFECTED FIRST PRIORITY SECURITY
INTEREST IN THE COLLATERAL DESCRIBED IN SUCH COLLATERAL DOCUMENT WITH RESPECT TO
SUCH NEW PARENT ENTITY AND (V) THE BORROWERS SHALL HAVE PROVIDED ANY INFORMATION
AND DOCUMENTATION REASONABLY REQUESTED BY THE ADMINISTRATIVE AGENT OR ANY LENDER
FOR PURPOSES OF COMPLIANCE WITH APPLICABLE "KNOW YOUR CUSTOMER" AND ANTI-MONEY
LAUNDERING RULES AND REGULATIONS, INCLUDING THE PATRIOT ACT AND THE BENEFICIAL
OWNERSHIP REGULATION.
SECTION 6.04
INVESTMENTS, LOANS, ADVANCES, GUARANTEES AND ACQUISITIONS.
No Loan Party will, nor will it permit any of its Restricted Subsidiaries to,
purchase, hold or acquire (including pursuant to any merger or amalgamation with
any Person that was not a Loan Party and a Wholly Owned