Exhibit 10.2

Execution Version

[Published CUSIP Number: 85501UAB4]

TERM LOAN CREDIT AGREEMENT

dated as of

February 2, 2016,

among

STAPLES ESCROW, LLC,

as the initial Borrower,

STAPLES, INC.,

The Lenders Party Hereto

and

BARCLAYS BANK PLC,
as Administrative Agent and Collateral Agent,

and

BANK OF AMERICA, N.A., WELLS FARGO SECURITIES, LLC
and HSBC SECURITIES (USA) INC.,
as Syndication Agents,

and

PNC CAPITAL MARKETS LLC,
 TD SECURITIES (USA) LLC, U.S. BANK NATIONAL ASSOCIATION
and GUGGENHEIM SECURITIES HOLDINGS, LLC,
as Documentation Agents

BARCLAYS BANK PLC,
MERRILL LYNCH PIERCE FENNER & SMITH INCORPORATED,

WELLS FARGO SECURITIES, LLC and
HSBC SECURITIES (USA) INC.,
as Joint Lead Arrangers and Joint Bookrunners

TABLE OF CONTENTS

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TERM LOAN CREDIT AGREEMENT dated as of February 2, 2016 (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), among STAPLES ESCROW, LLC, a Delaware limited liability company (the “Escrow Borrower”), STAPLES, INC., a Delaware corporation, the Lenders from time to time party hereto, and BARCLAYS BANK PLC, as Administrative Agent and Collateral Agent.

RECITALS:

WHEREAS, pursuant to that certain Agreement and Plan of Merger, dated as of February 4, 2015 (as waived and consented to in the Waiver Letter, dated as of February 2, 2016, between Staples and Target (each as defined below), and as further amended, restated, amended and restated, supplemented, consented to, waived or otherwise modified, the “Acquisition Agreement”) by and among Staples, Inc., a Delaware corporation (“Staples”), Staples AMS, Inc., a Delaware corporation and a wholly owned Subsidiary of Staples (“Merger Sub”), and Office Depot, Inc., a Delaware corporation (the “Target”), Staples intends to acquire all of the Equity Interests in the Target;

WHEREAS, the Lenders have agreed to extend credit in the form of term loans in an aggregate principal amount equal to $2,500,000,000 to fund, among other things, a portion of the Acquisition consideration;

WHEREAS, the Agents, the Lenders and the Escrow Borrower have agreed that the proceeds of the Loans made to the Escrow Borrower will be held in one or more escrow accounts and the escrow accounts and the property credited to such escrow accounts will be pledged to the Collateral Agent for the benefit of the Secured Parties and that such proceeds shall be released in accordance with the Escrow Agreement;

WHEREAS, prior to the Acquisition Effective Date, Staples is party to this Agreement solely for purposes of Section 2.07(a)(i), Section 2.07(b)(v), Section 2.08 and Section 9.03; and

WHEREAS, pursuant to a Borrower Assumption Agreement to be entered into on the Acquisition Effective Date, Staples will assume all of the rights and obligations of the Escrow Borrower as the Borrower hereunder substantially concurrently with the closing of the Transactions on the Acquisition Effective Date.

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

ARTICLE I

Definitions

SECTION 1.01                                 Defined Terms.  As used in this Agreement, the following terms have the meanings specified below:

“2018 Notes” the Borrower’s 2.75% senior notes due 2018 issued under the 2018 and 2023 Notes Indenture.

“2019 Notes” the Target’s 9.75% Senior Secured Notes due 2019 issued under the 2019 Notes Indenture.

“2023 Notes” the Borrower’s 4.375% senior notes due 2023 issued under the 2018 and 2023 Notes Indenture.

“2018 and 2023 Notes Indenture” means that certain indenture, dated as of January 15, 2009, between the Borrower and HSBC Bank USA, National Association, as trustee.

“2019 Notes Indenture” means that certain indenture, dated as of March 14, 2012, between the Target and U.S. Bank National Association, as trustee.

“ABL Administrative Agent” means Bank of America N.A., in its capacity as administrative agent and collateral agent under the ABL Credit Agreement and the ABL Documents, or any successor administrative agent and collateral agent under the ABL Documents.

“ABL Commitment” has the meaning assigned to “Commitment” in the ABL Credit Agreement.

“ABL Credit Agreement” means (a) the ABL Credit Agreement to be entered into as of the Acquisition Effective Date substantially in the form attached as Exhibit O, by and among the Borrower and certain Subsidiaries of the Borrower, as borrowers thereunder, the lenders party thereto and Bank of America, N.A., as ABL Administrative Agent, as amended, restated, amended and restated, supplemented or otherwise modified from time to time and (b) any credit agreement or other agreement providing for any Permitted Refinancing Indebtedness in respect thereof, in each case, in accordance with the ABL Intercreditor Agreement.

“ABL Documents” means the ABL Credit Agreement, the ABL Intercreditor Agreement, and the other “Loan Documents” as defined in the ABL Credit Agreement then in effect (in each case, as in effect on the Acquisition Effective Date and as amended, restated, amended and restated, supplemented or otherwise modified from time to time in accordance therewith and with the ABL Intercreditor Agreement).

“ABL Facility” means the asset-based revolving credit facility established pursuant to the ABL Credit Agreement.

“ABL Intercreditor Agreement” means the ABL Intercreditor Agreement to be entered into as of the Acquisition Effective Date by and among the Borrower, each Subsidiary Guarantor, the ABL Administrative Agent and the Collateral Agent, substantially in the form of Exhibit E.

“ABL Priority Collateral” has the meaning assigned to that term in the ABL Intercreditor Agreement, provided that, for the purposes of this Agreement, ABL Priority Collateral shall not include Excluded Collateral (as such term is defined in the Guarantee and Collateral Agreement).

“ABR”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.

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“Acquisition” means that certain acquisition pursuant to the Acquisition Agreement whereby the Target will be merged with Merger Sub on the Acquisition Effective Date, with the Target surviving as a wholly-owned Subsidiary of Staples.

“Acquisition Agreement” has the meaning assigned to that term in the Recitals hereto.

“Acquisition Agreement Representations” means the representations and warranties made by, or with respect to, the Target in the Acquisition Agreement that are material to the interests of the Lenders (but only to the extent that Staples or its Subsidiaries have the right (taking into account any applicable cure periods) to terminate its or their respective obligations under the Acquisition Agreement (or decline to consummate the transactions thereunder) as a result of a breach of such representations in the Acquisition Agreement).

“Acquisition Date Material Adverse Effect” means any event, change or effect (each, an “Event”), individually or in the aggregate with other such Events, that has a material adverse effect on the financial condition, business or results of operations of the Target and its Subsidiaries (for purposes of this definition, as defined in the Acquisition Agreement as of February 4, 2015), taken as a whole; provided, however, that an Acquisition Date Material Adverse Effect shall not include any Event directly or indirectly arising out of or attributable to: (i) any decrease in the market price of the shares of the Company Common Stock (for purposes of this definition, as defined in the Acquisition Agreement as of February 4, 2015), but not any Event underlying such decrease to the extent such Event would otherwise constitute an Acquisition Date Material Adverse Effect; (ii) conditions, events, or circumstances generally affecting the retail, contract, direct mail and/or internet businesses of the office supply industry; (iii) changes in GAAP, applicable Law (for purposes of this definition, as defined in the Acquisition Agreement as of February 4, 2015) or accounting standards, or in any interpretation of GAAP, applicable Law or accounting standards; (iv) any litigation arising from allegations of a breach of fiduciary duty or other violation of applicable Law relating to the Acquisition Agreement or the transactions contemplated by the Acquisition Agreement (or any public disclosure relating to such litigation); (v) any change, in and of itself, in any analyst’s recommendations, any financial strength rating or any other recommendations or ratings as to the Target or its Subsidiaries, or any failure, in and of itself, to meet analyst projections, but not any Event underlying such change or failure to the extent such Event would otherwise constitute an Acquisition Date Material Adverse Effect; (vi) the failure, in and of itself, of the Target to meet any expected or projected financial or operating performance target publicly announced or provided to the Borrower prior to the date of the Acquisition Agreement, as well as any change, in and of itself, by the Target in any expected or projected financial or operating performance target as compared with any target publicly announced or provided to the Borrower prior to the date of the Acquisition Agreement, but in each case not any Event underlying such failure or change to the extent such Event would otherwise constitute an Acquisition Date Material Adverse Effect; (vii) any changes or developments in United States, European, Asian or global economic, regulatory or political conditions in general (including the outbreak or escalation of hostilities or acts of war or terrorism), or generally affecting United States, European, Asian or global financial or securities markets; or (viii) any changes or developments resulting from the execution, delivery, existence of, or compliance with the Acquisition Agreement or announcement or consummation of the transactions contemplated by the Acquisition Agreement, including any loss of employees, customers, suppliers, vendors, licensors, licensees or distributors; provided, further, that the exceptions in subclauses (ii), (iii) and (vii) shall not apply to the extent that the Target and its Subsidiaries are materially disproportionately affected thereby compared to other participants in the industry or industries in which they operate.

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“Acquisition Effective Date” means the date that the Escrow Conditions are satisfied (or waived in accordance with Section 9.02) and the closing of the Acquisition occurs.

“Adjusted LIBO Rate” means, with respect to any Eurocurrency Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.

“Administrative Agent” means Barclays, in its capacity as administrative agent for the Lenders hereunder, and its successors and permitted assigns in such capacity.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Affiliated Lender Assignment and Assumption” means an assignment and assumption entered into by a Lender and the Borrower or any of its Subsidiaries pursuant to Section 9.04(g) and accepted by the Administrative Agent, in the form of Exhibit B or any other form approved by the Administrative Agent.

“Agent Parties” has the meaning assigned to such term in Section 9.01(d).

“Agents” means, individually and collectively, the Administrative Agent, the Collateral Agent, the Syndication Agents and the Documentation Agents.

“Aggregate Credit Exposure” means, at any time, the aggregate Credit Exposure of all the Lenders.

“All-In Yield” means, as to any Indebtedness, the yield thereof, whether in the form of interest rate, margin, original issue discount, upfront fees or interest rate “floor”, as determined in the reasonable judgment of the Administrative Agent consistent with generally accepted financial practices; provided that original issue discount and upfront fees shall be equated to interest rate assuming a four-year life to maturity (or, if less, the stated life to maturity at the time of incurrence of the applicable Indebtedness); provided, further, that “All-In Yield” shall not include customary arrangement fees, structuring fees, underwriting fees or other similar fees paid to the arrangers of such Indebtedness.

“Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus ½ of 1.0% and (c) the Adjusted LIBO Rate that would be calculated as of such day (or, if such day is not a Business Day, as of the next preceding Business Day) in respect of a proposed Eurocurrency Loan with a one-month Interest Period plus 1.0%.  Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate, respectively.  Notwithstanding the foregoing, in no event shall the Alternate Base Rate at any time be less than 1.75% per annum.

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“Anti-Corruption Laws” means all laws, rules and regulations of any jurisdiction applicable to the Borrower or its Subsidiaries from time to time concerning or relating to bribery or corruption.

“Applicable ECF Percentage” means, for any fiscal year of the Borrower, (a) 50.0% if the Senior Secured Net Leverage Ratio as of the last day of such fiscal year is greater than 1.50:1.00, (b) 25.0% if the Senior Secured Net Leverage Ratio as of the last day of such fiscal year is less than or equal to 1.50:1.00 and greater than 1.00:1.00 and (c) 0.0% if the Senior Secured Net Leverage Ratio as of the last day of such fiscal year is less than or equal to 1.00:1.00.

“Applicable Margin” means, for any day, for any Initial Loan, with respect to (i) any ABR Loan, 3.00% per annum and (ii) any Eurocurrency Loan, 4.00% per annum.  The Applicable Margin in respect of any Incremental Loans, Extended Loans or Refinancing Loans shall be the percentages per annum set forth in the applicable Incremental Amendment, Extension Amendment or Refinancing Amendment, respectively.

“Approved Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Arrangers” means, individually and collectively, Barclays, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Securities, LLC and HSBC Securities (USA) Inc., each in its capacity as joint lead arranger and joint bookrunner.

“Asset Sale” shall mean any Disposition of property or series of related Dispositions of property (excluding any Disposition permitted by Section 6.05(a), Section 6.05(b), Section 6.05(c), Section 6.05(d), Section 6.05(f), Section 6.05(g), Section 6.05(h), Section 6.05(i), Section 6.05(j), Section 6.05(k), Section 6.05(m), Section 6.05(n), Section 6.05(o), or Section 6.05(p)) which yields gross proceeds (valued at the initial principal amount thereof in the case of non-cash proceeds consisting of notes or other debt securities and valued at fair market value in the case of other non-cash proceeds) in excess of $15,000,000 with respect to any Disposition or series of related Dispositions or $50,000,000 in the aggregate during any fiscal year of the Borrower.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit A or any other form approved by the Administrative Agent.

“Attributable Indebtedness” means, when used with respect to any Sale and Leaseback, as at the time of determination, the present value of the total obligations of the lessee for rental payments during the remaining term of the lease included in such Sale and Leaseback, including any period for which such lease has been extended or may, at the option of the lessor, be extended.  Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP; provided that, if such Sale and Leaseback results in a Capital Lease Obligation, the amount of Indebtedness represented thereby will be determined in accordance with the definition of Capital Lease Obligation.

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“Authorized Officer” means, as applied to any Person, the principal executive officer, president or any corporate vice president (or the equivalent thereof), principal financial officer, principal accounting officer or any director of such Person or an equivalent authorized Person with respect to any limited liability company or partnership. Unless otherwise specified, an Authorized Officer shall refer to an Authorized Officer of the Borrower.

“Available Amount” means, as at any date, an amount, not less than zero in the aggregate, determined on a cumulative basis equal to, without duplication:

(a)                                 an amount equal to $150,000,000; plus

(b)                                 the Cumulative Retained Excess Cash Flow Amount at such time; plus

(c)                                  the cumulative amount of cash and Cash Equivalent proceeds from (i) the sale of Equity Interests (other than any Disqualified Equity Interests) of Staples after the Closing Date and on or prior to such time and (ii) the principal amount of Indebtedness (other than Indebtedness that is contractually subordinated to the Obligations or that is owed to an Unrestricted Subsidiary) of the Borrower or any Restricted Subsidiary owed to a Person that is not a Loan Party or a Subsidiary or an Affiliate of a Loan Party incurred after the Closing Date that is converted to common Equity Interests (other than any Disqualified Equity Interests) of Staples after the Closing Date; plus

(d)                                 in the event any Unrestricted Subsidiary has been re-designated as a Restricted Subsidiary or has been merged, consolidated or amalgamated with or into, or transfers or conveys its assets to, or is liquidated into, the Borrower or a Restricted Subsidiary, in each case after the Closing Date, the fair market value of the Investments of the Borrower and its Restricted Subsidiaries in such Unrestricted Subsidiary as of the time of such re-designation, combination or transfer (or of the assets transferred or conveyed, as applicable) so long as such Investments were originally made pursuant to Section 6.04(r); provided, in each case, that such amount does not exceed the amount of such Investment made pursuant to Section 6.04(r) as such amount is reduced by any returns contemplated by clause (e) below prior to such time; plus

(e)                                  to the extent not already included in Cumulative Retained Excess Cash Flow Amount, an amount equal to any after-tax returns (including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) actually received in cash or Cash Equivalents by the Borrower or any Restricted Subsidiary after the Closing Date in respect of any Investments made pursuant to Section 6.04(r); provided, in each case, that such amount does not exceed the amount of such Investment made pursuant to Section 6.04(r); minus

(f)                                   any amount of the Available Amount used to make Restricted Payments pursuant to Section 6.07(a)(xi) after the Closing Date and prior to such time; minus

(g)                                  any amount of the Available Amount used to make Investments pursuant to Section 6.04(r) after the Closing Date and prior to such time; minus

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(h)                                 any amount of the Available Amount used to make payments or distributions in respect of Restricted Indebtedness pursuant to Section 6.07(b)(vi) after the Closing Date and prior to such time.

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

“Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time.

“Bankruptcy Code” means the provisions of Title 11 of the United States Code, 11 USC. §§ 101 et seq.

“Barclays” means Barclays Bank PLC.

“Board” means the Board of Governors of the Federal Reserve System of the United States.

“Borrower” means, prior to the effectiveness of the Borrower Assumption Agreement, the Escrow Borrower, and upon and following the effectiveness of the Borrower Assumption Agreement, Staples, as assignee of the Escrow Borrower’s rights and obligations hereunder on the Acquisition Effective Date in accordance with the terms of the Borrower Assumption Agreement.

“Borrower Assumption Agreement” means an assumption agreement entered into by the Escrow Borrower and Staples, and accepted by the Administrative Agent, in the form of Exhibit N or any other form approved by the Administrative Agent.

“Borrower Material” has the meaning assigned to such term in the last paragraph of Section 5.01.

“Borrowing” means Loans of the same Facility and Type made, converted or continued on the same date and, in the case of Eurocurrency Loans, as to which a single Interest Period is in effect.

“Borrowing Request” means a request by the Borrower for a Borrowing in accordance with Section 2.02 substantially in the form of, and containing the information prescribed by, Exhibit K.

“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed; provided that, when used in connection with a Eurocurrency Loan, the term “Business Day” shall also exclude any day on which banks are not open for dealings in deposits in the applicable currency in which interest on such Eurocurrency Loan is calculated in the London interbank market.

“Capital Expenditures” means, without duplication, any expenditure for any purchase or other acquisition of any asset which would be classified as a fixed or capital asset on a consolidated balance sheet of the Borrower and its Restricted Subsidiaries as shown in the statement of cash flows prepared in accordance with GAAP.

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“Capital Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

“Cash Equivalents” means, as at any date of determination, any of the following: (a) marketable securities (i) issued or directly and unconditionally guaranteed as to interest and principal by the United States government or (ii) issued by any agency of the United States and the obligations of which are backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition; (b) marketable direct obligations issued by any state of the United States or any political subdivision of any such state or any public instrumentality thereof, in each case maturing within one year after the date of acquisition and having a rating of at least A-1 from S&P or at least P-1 from Moody’s; (c) certificates of deposit, time deposits, Eurocurrency time deposits or overnight bank deposits having maturities of six months or less from the date of acquisition issued by any Lender (or a lender under the ABL Facility) or by any commercial bank organized under the laws of the United States or any state thereof or the District of Columbia that (i) is at least “adequately capitalized” (as defined in the regulations of its primary Federal banking regulator), (ii) has Tier 1 capital (as defined in such regulations) of not less than $1,000,000,000 and (iii) has a rating of at least A from S&P and A3 from Moody’s; (d) commercial paper of an issuer rated at least A-1 by S&P or P-1 by Moody’s, or carrying an equivalent rating by a nationally recognized rating agency, if both of the two named rating agencies cease publishing ratings of commercial paper issuers generally, and maturing within 270 days from the date of acquisition; (e) securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least A by S&P or A by Moody’s; (f) securities with maturities of six months or less from the date of acquisition backed by standby letters of credit issued by any Lender (or a lender under the ABL Facility) or any commercial bank satisfying the requirements of clause (c) of this definition; and (g) shares of money market, mutual or similar funds which (i) invest exclusively in assets satisfying the requirements of clauses (a) through (f) of this definition; (ii) has net assets of not less than $500,000,000 and (iii) has the highest rating obtainable from either S&P or Moody’s; provided, that, in the case of any Investment by an International Subsidiary, “Cash Equivalents” shall also include: (I) direct obligations of the sovereign nation (or any agency thereof) in which such International Subsidiary is organized and is conducting business or in obligations fully and unconditionally guaranteed by such sovereign nation (or any agency thereof), in each case maturing within one year after such date, (II) investments of the type and maturity described in clauses (a), (b), (c) or (g) above of International Subsidiaries (with, in the case of clauses (a), (b) and (c), the references to the United States to also include the sovereign nation thereof or any other sovereign nation with an equal or better rating that forms a part of any group of such sovereign nations, such as the Eurozone and the European Monetary Union), which Investments have ratings described in such clauses or equivalent ratings from comparable foreign rating agencies, (III) repurchase obligations for underlying securities of the types described in clauses (a), (b) and (c) above (as modified pursuant to clause (II) above) entered into with any bank meeting the qualifications specified in clause (c) above and (IV) shares of money market mutual or similar funds which invest exclusively in assets otherwise satisfying the requirements of this definition (including this proviso).

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“Cash Pooling Arrangements” means any agreement entered into in the ordinary course of business consistent with past practice to provide cash management services, including treasury, depository, overdraft, credit or debit card, electronic funds transfer and other cash management arrangements, in a pooling agreement among one or more of the Borrower and its Restricted Subsidiaries and a financial institution (or an in-house bank) including, without limitation, the Cash Pool Agreement, dated July 25, 2013, among Staples, certain Restricted Subsidiaries and Bank Mendes Gans N.V.

“Change in Control” means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in effect on the date hereof) of Equity Interests representing more than 50% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the Borrower; (b) occupation of a majority of the seats (other than vacant seats) on the board of directors of the Borrower by Persons who were neither (i) members of the board of directors of the Borrower on the Closing Date, nor (ii) nominated by the board of directors of the Borrower nor (iii) appointed or approved by directors so nominated (such approval either by a specific vote or by approval of the Borrower’s proxy statement); or (c) any “change of control” (or similar event, however denominated) shall occur under and as defined in any indenture or agreement in respect of Material Indebtedness of the Borrower that would trigger a default or event of default under such Material Indebtedness or give rise to a right of the holder thereof to cause the obligors thereunder to repurchase, prepay, redeem or defease such Material Indebtedness.

“Change in Law” means (a) the adoption or taking effect of any law, rule, regulation, practice, treaty or concession after the date of this Agreement, (b) any change in any law, rule or regulation, practice, treaty or concession or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement, (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority, (d) compliance by any Lender (or, for purposes of Section 2.11(b), by any lending office of such Lender or by such Lender’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement, (e) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, regardless of the date enacted, adopted, issued or implemented or (f) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, regardless of the date enacted, adopted, issued or implemented.

“Charges” has the meaning assigned to such term in Section 9.17.

“Class” refers to whether Loans are Initial Loans, Incremental Loans, Refinancing Loans of a given Refinancing Series or Extended Term Loans of a given Extension Series and, if used with respect to any Lender, shall refer to Lenders having Loans of the same Class.  Loans that are not fungible shall be construed to be in different Classes and Loans that are fungible shall be construed to be in the same Class.

“Closing Date” means February 2, 2016.

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“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Collateral” means any and all property of any Loan Party, now existing or hereafter acquired, that may at any time be or become subject to a Lien in favor of the Collateral Agent (for the benefit of the Secured Parties) pursuant to the Collateral Documents in order to secure the Secured Obligations.

“Collateral Agent” means Barclays in its capacity as collateral agent for the Secured Parties, and its successors and permitted assigns in such capacity

“Collateral Documents” means, (i) until the Acquisition Effective Date, the Escrow Agreement and each other collateral document delivered to any Agent to grant a valid, perfected security interest and Lien on any property of the Escrow Borrower as collateral for the Secured Obligations, and any other document or instrument utilized to pledge, grant or perfect or purport to pledge, grant or perfect a Lien on any property of the Escrow Borrower as collateral for the Secured Obligations, and (ii) on and after the Acquisition Effective Date, individually and collectively, the Guarantee and Collateral Agreement, the Intellectual Property Security Agreements, the Mortgages and each other collateral document delivered to any Agent to grant a valid, perfected security interest and Lien on any property of any Loan Party as collateral for the Secured Obligations, and any other document or instrument utilized to pledge, grant or perfect or purport to pledge, grant or perfect a Lien on any property of the Loan Parties as collateral for the Secured Obligations.

“Commitment” means, with respect to any Lender, the collective reference to the Initial Commitments and the Incremental Commitments (if any) of such Lender.

“Commitment Schedule” means the Schedule attached hereto as Schedule 1.01(a).

“Compliance Certificate” has the meaning assigned to such term in Section 5.01(c).

“Confidential Information Memorandum” means the Confidential Information Memorandum dated April 2015 relating to Staples and the Transactions.

“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Consignment Transaction” means any consignment transaction between the Borrower or any of its Restricted Subsidiaries and an Original Vendor in which (i) inventory is sold to the Original Vendor for fair market value in exchange for cash consideration and (ii) such inventory is consigned by the Original Vendor to the Borrower or any of its Restricted Subsidiaries for resale.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise.  “Controlling” and “Controlled” have meanings correlative thereto.

“Credit Agreement Refinanced Debt” has the meaning assigned to such term in the definition of Credit Agreement Refinancing Indebtedness.

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“Credit Agreement Refinancing Indebtedness” means (a) Permitted Pari Passu Refinancing Debt or (b) Permitted Unsecured Refinancing Debt, in each case, issued, incurred or otherwise obtained to refinance, in whole or part, existing Loans, or any then-existing Credit Agreement Refinancing Indebtedness (“Credit Agreement Refinanced Debt”); provided that (i) such Indebtedness has a maturity no earlier, and a Weighted Average Life to Maturity equal to or greater, than the Credit Agreement Refinanced Debt, (ii) the principal amount of such Indebtedness does not exceed the principal amount of the Credit Agreement Refinanced Debt except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred, in connection with such modification, refinancing, refunding, renewal, replacement or extension and by an amount equal to any existing commitments unutilized under the Credit Agreement Refinanced Debt, (iii) the terms and conditions of such Indebtedness (except as otherwise provided in clause (i) above and with respect to pricing, premiums, fees, rate floors and optional prepayment or redemption terms) (taken as a whole) are no more favorable to the lenders or holders providing such Indebtedness than the terms and conditions applicable to the Credit Agreement Refinanced Debt (except for covenants or other provisions applicable only to periods after the Latest Maturity Date at the time of incurrence of such Indebtedness), (iv) such Indebtedness is issued, incurred or otherwise obtained solely to refinance, in whole or part, Credit Agreement Refinanced Debt and (v) such Credit Agreement Refinanced Debt shall be repaid, repurchased, retired, defeased or satisfied and discharged, all accrued interest, fees, premiums (if any) and penalties in connection therewith shall be paid, and all commitments thereunder terminated, on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained.

“Credit Exposure” means, as to any Lender at any time, the unused Commitments and outstanding Loans of such Lender at such time.

“Credit Extension” means the making of a Loan or the release of the proceeds of the Loans from the Escrow Account pursuant to Section 4.02.

“Cumulative Retained Excess Cash Flow Amount” means, at any date, an amount, not less than zero in the aggregate, determined on a cumulative basis equal to the aggregate cumulative sum of the Retained Percentage of Excess Cash Flow (with Excess Cash Flow calculated after reduction for amounts attributable to International Subsidiaries that cannot be repatriated, as set forth in the second sentence of Section 2.07(b)(iv)) for all fiscal years of the Borrower ending after the Closing Date (commencing with the fiscal year ending February 3, 2018) and prior to such date.

“Current Assets” means, at any date, all amounts (other than cash and Cash Equivalents) that would be set forth opposite the caption “total current assets” (or any like caption) on the most recent consolidated balance sheet of the Borrower and its Restricted Subsidiaries in accordance with GAAP.

“Current Liabilities” means, at any date, all amounts that would be set forth opposite the caption “total current liabilities” (or any like caption) on the most recent consolidated balance sheet of the Borrower and its Restricted Subsidiaries in accordance with GAAP, but excluding (a) the current portion of Funded Debt and (b) all revolving Indebtedness.

“Declined Proceeds” means has the meaning assigned to such term in Section 2.07(d)(v).

“Default” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

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“Departing Lender” has the meaning assigned to such term in Section 2.15(b).

“Disinterested Director” means, with respect to any Person and transaction, a member of the board of directors of such Person who does not have any material direct or indirect financial interest in or with respect to such transaction.

“Disposition” means, with respect to any property, any sale, lease, sublease, assignment, conveyance, transfer, exclusive license or other disposition thereof (including by way of merger or consolidation, any Sale and Leaseback or any synthetic lease); and the terms “Dispose” and “Disposed of” shall have correlative meanings.

“Disqualified Equity Interests” means any Equity Interests that, by their terms (or by the terms of any security or other Equity Interests into which they are convertible or for which they are exchangeable), or upon the happening of any event or condition, (a) require the payment of any dividends (other than dividends payable solely in shares of Qualified Equity Interests), (b) mature or are mandatorily redeemable or subject to mandatory repurchase or redemption or repurchase at the option of the holders thereof (other than solely for Qualified Equity Interests), in each case in whole or in part and whether upon the occurrence of any event, pursuant to a sinking fund obligation on a fixed date or otherwise (including as the result of a failure to maintain or achieve any financial performance standards) or (c) are or become convertible into or exchangeable for, automatically or at the option of any holder thereof, any Indebtedness, Equity Interests or other assets other than Qualified Equity Interests, in the case of each of clauses (a), (b) and (c), prior to the date that is 91 days after the Latest Maturity Date at the time of issuance of such Equity Interests (other than (i) following payment in full of the Obligations (other than indemnification and other contingent obligations not yet due and owing) and termination of the Commitments or (ii) upon a “change in control”; provided that any payment required pursuant to this clause (ii) is subject to the prior repayment in full of the Obligations (other than indemnification and other contingent obligations not yet due and owing) and the termination of the Commitments); provided, however, that if such Equity Interests are issued to any employee or to any plan for the benefit of employees of the Borrower or the Subsidiaries or by any such plan to such employees, such Equity Interests shall not constitute Disqualified Equity Interests solely because they may be required to be repurchased by the Borrower or any Restricted Subsidiary in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, death or disability.

“Disqualified Institution” means, on any date, (a) any Person designated by Staples as a “Disqualified Institution” by written notice delivered to the Administrative Agent on or prior to February 4, 2015 and (b) any other Person that is a competitor of Staples or any of its Subsidiaries, which Person has been designated by Staples as a “Disqualified Institution” by written notice to the Administrative Agent on or prior to February 4, 2015 or from time to time thereafter (such designation to take effect on the Business Day following receipt by the Administrative Agent of such notice); provided that (i) “Disqualified Institutions” shall not include any bona fide debt fund that is an Affiliate of a competitor of Staples or any of its Subsidiaries or any investment vehicle that is an Affiliate of such competitor and that is primarily engaged in making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit in the ordinary course of its business and with respect to which none of such competitor or any of its subsidiaries makes investment decisions or has the power, directly or indirectly, to direct or cause the direction of such competitor’s investment decisions, (ii) no designation of any Person as a “Disqualified Institution” shall apply retroactively to disqualify a Person that has previously acquired an assignment or participation interest in the Loans to the extent such Person (or its

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Affiliates) was not a Disqualified Institution at the time of the applicable assignment or participation, as the case may be, and (iii) “Disqualified Institutions” shall exclude any Person that Staples has designated as no longer being a “Disqualified Institution” by written notice delivered to the Administrative Agent from time to time.

“Divested Property” means the businesses, services or assets required to be divested, transferred or otherwise sold by Staples or the Target (or any of their respective Restricted Subsidiaries, determined giving pro forma effect to the Transactions) in connection with the Acquisition pursuant to an agreement or order issued by any regulatory authority.

“Documentation Agents” means, individually and collectively, PNC Capital Markets LLC, TD Securities (USA) LLC, U.S. Bank National Association and Guggenheim Securities Holdings, LLC, each in its capacity as a Documentation Agent.

“dollars” or “$” means the lawful money of the United States.

“DQ List” has the meaning assigned to such term in Section 9.04(j).

“EBITDA” means, for any period, an amount determined for Staples and its Restricted Subsidiaries on a consolidated basis equal to Net Income for such period, plus,

(a)                                 without duplication and, to the extent (other than in the case of clause (vii)) reducing Net Income for such period, the sum of:

(i)                                     Interest Expense for such period;

(ii)                                  income tax expense for such period;

(iii)                               all amounts attributable to depreciation and amortization expense for such period;

(iv)                              other non-cash charges (including, without limitation, any non-cash charges for tangible or intangible impairments or asset write downs for such period), but excluding any write downs or write-offs of inventory, any non-cash charge in respect of an item that was included in Net Income in a prior period and any non-cash charge to the extent that it represents an accrual of or reserve for cash Capital Expenditures in any future period;

(v)                                 all amounts in respect of extraordinary, unusual or non-recurring losses, expenses or charges (including, without limitation, (A) any fees, expenses or charges associated with or related to any restructurings (including restructuring related to the OfficeMax Merger or the Acquisition and, for the avoidance of doubt, the effect of retention, headcount reductions, systems establishment costs, contract termination costs and excess pension charges), (B) any fees, expenses or charges relating to plant shutdowns, facility consolidations, business exits and discontinued operations, (C) acquisition integration costs, (D) any (I) severance, other employee termination benefits or relocation costs, expenses or charges, (II) one-time non-cash compensation charges

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recorded from grants or acceleration of vesting of stock options, restricted stock, restricted stock units, performance shares, stock appreciation rights and other equity-based awards, in each case to officers, directors and employees, (III) the costs and expenses after the Closing Date relating to the employment of terminated employees, (IV) lease termination costs and (V) fees, expenses, charges or change in control payments which, in each case under clauses (A) through (D), shall not exceed (x) if such amounts result from or are related to the Acquisition, $1,000,000,000, (y) if such amounts result from or are related to the OfficeMax Merger, $250,000,000 and (z) with respect to all other amounts, when taken together with amounts added back pursuant to subclause (y)(3) of clause (vii) of this definition, 15% of EBITDA for such period (calculated prior to giving effect to any adjustment pursuant to clauses (A) through (D) and subclause (y)(3) of clause (vii) of this definition) in the aggregate and (E) any expenses or charges relating to any offering of Equity Interests, Permitted Acquisition, or any Investment or Indebtedness permitted under this Agreement, in each case under this clause (E), whether or not successful);

(vi)                              any financial advisory fees, accounting fees, legal fees and other similar advisory and consulting fees and related out-of-pocket expenses incurred by the Borrower or any Restricted Subsidiary as result of the Transactions; and

(vii)                           the amount of cost savings and other operating expense reductions and synergies projected by the Borrower in good faith to be realized as a result of (A) the OfficeMax Merger within 18 months after the Acquisition Effective Date, (B) the Acquisition within 36 months after the consummation of the Acquisition, or (C) any Specified Transaction permitted hereunder within 18 months after the consummation of such Specified Transaction (in each case, calculated on a Pro Forma Basis as though such cost savings, operating expense reductions and synergies had been realized on the first day of such period for which EBITDA is being determined and as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period), net of the amount of actual benefits realized during such period from such actions; provided, that (x) such cost savings, operating expense reductions and synergies are reasonably identifiable and factually supportable, (y) the aggregate amount of cost savings, operating expense reductions and synergies added back pursuant to this clause (vii), other than any cost savings, operating expense reductions and synergies of the type that would be permitted to be included in pro forma financial statements prepared in accordance with Regulation S-X under the Securities Act, shall not exceed (1) if such amounts are projected to be realized in connection with the OfficeMax Merger, $300,000,000, (2) if such amounts are projected to be realized in connection with the Acquisition, $1,000,000,000 and (3) with respect to all other amounts, when taken together with amounts added back pursuant to subclause (z) of clause (v) of this definition, 15% of EBITDA for such period (prior to giving effect to this clause (vii) and subclauses (A) through (D) of clause (v) of this definition) and (z) the Borrower shall provide to the Administrative Agent reasonable detail with respect to such cost savings, operating expense reductions and synergies and certify that such cost savings, operating expense reductions and synergies are projected by the Borrower in good faith to be realized within the applicable time period set forth above, and

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(b)                                 minus, without duplication and to the extent included in Net Income, the sum of:

(i)                                     all amounts in respect of extraordinary, unusual or nonrecurring gains;

(ii)                                  cash payments made during such period in respect of non-cash charges that were added back pursuant to clause (a)(iv) above in a prior period; and

(iii)                               other non-cash gains increasing Net Income for such period (excluding any such non-cash gain to the extent it represents the reversal of an accrual or reserve for potential cash gain in any prior period) and all other non-cash items of income for such period,

all calculated in accordance with GAAP.

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Eligible Assignee” means any Person that is not a Disqualified Institution and meets the requirements to be an assignee under Section 9.04(b)(iv), Section 9.04(b)(vi) and Section 9.04(b)(vii) (subject to such consents, if any, as may be required under Section 9.04(b)(iv)).

“Environmental Laws” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices, settlements or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the management, presence, Release or threatened Release of any Hazardous Material.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental investigation or remediation, governmental oversight costs, fines, penalties or indemnities), of the Borrower or any Restricted Subsidiary directly or indirectly resulting from or based upon (a) compliance or noncompliance with any Environmental Law, (b) the generation, use, handling, transportation, storage, sale, treatment or disposal of any Hazardous Materials, (c) the presence of or exposure to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials into the environment or (e) any contract or agreement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

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“Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that, together with the Borrower, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

“ERISA Event” means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30 day notice period referred to in Section 4043(c) of ERISA is waived); (b) the existence with respect to any Plan of a non-exempt “prohibited transaction,” as defined in Section 406 of ERISA and Section 4975(f)(3) of the Code; (c) any failure of any Plan to satisfy the “minimum funding standard” applicable to such Plan (as such term is defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (d) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan, the failure to make by its due date a required installment under Section 412(m) of the Code with respect to any Plan or the failure of any Loan Party or ERISA Affiliate to make any required contribution to any Multiemployer Plan; (e) the incurrence by any Loan Party or any ERISA Affiliate of any liability under Title IV of ERISA with respect to the termination of any Plan including, without limitation, the imposition of any Lien in favor of the PBGC or any Plan; (f) the receipt by any Loan Party or any ERISA Affiliate from the PBGC or a Plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan under Section 4042 of ERISA; (g) a determination that any Plan is, or is expected to be, in “at risk” status (within the meaning of Title IV of ERISA); (h) the incurrence by any Loan Party or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (i) the receipt by any Loan Party or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from any Loan Party or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA or in “endangered” or “critical status” within the meaning of Section 432 of the Code or Section 305 or Title IV of ERISA.

“Escrow Account” has the meaning assigned to such term in the Escrow Agreement.

“Escrow Agent” means JPMorgan Chase Bank, N.A., in its capacity as escrow agent under the Escrow Agreement, together with its successors and assigns in such capacity.

“Escrow Agreement” means the Escrow Agreement, dated as of the Closing Date, among the Escrow Borrower, the Administrative Agent, the Collateral Agent and the Escrow Agent, as the same may be amended, restated, supplemented, replaced or otherwise modified from time to time.

“Escrow Borrower” has the meaning assigned to such term in the Preamble hereto.

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“Escrow Conditions” has the meaning assigned to such term in Section 4.02.

“Escrow Conditions Deadline” means September 10, 2016; provided that solely in the event that the conditions precedent pursuant to Section 6.1(b) of the Acquisition Agreement shall not have been satisfied on or prior to such date, upon payment by Staples of the Escrow Extension Fee, such date shall be extended to November 10, 2016.

“Escrow Extension Fee” means a fee in an amount equal to 0.25% of the aggregate principal amount of Loans then outstanding, which fee shall be payable to the Administrative Agent for the benefit of the Lenders and allocated among the Lenders in accordance with their respective shares of the Aggregate Credit Exposure.

“Escrow Property” has the meaning assigned to such term in the Escrow Agreement.

“Escrowed Proceeds” means the proceeds from the offering of any debt securities or other Indebtedness paid into an escrow account with an independent escrow agent on the date of the applicable offering or incurrence pursuant to escrow arrangements that permit the release of amounts on deposit in such escrow account upon satisfaction of certain conditions or the occurrence of certain events. The term “Escrowed Proceeds” shall include any interest earned on the amounts held in escrow.

“Eurocurrency” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted LIBO Rate.

“Event” has the meaning assigned to such term in the definition of Acquisition Date Material Adverse Effect.

“Events of Default” has the meaning assigned to such term in Article VII.

“Excess Cash Flow” shall mean, for any fiscal year of Staples, the excess, if any, of:

(a)                                 the sum, without duplication, of:

(i)                                     Net Income for such fiscal year;

(ii)                                  the amount of all non-cash charges (including depreciation and amortization) to the extent deducted in arriving at such Net Income (excluding any such non-cash charge to the extent that it represents an accrual or reserve for a potential cash charge in any future period or amortization of a prepaid cash gain that was paid in a prior period); and

(iii)                               the amount of the decrease, if any, in Working Capital for such fiscal year; minus

(b)                                 the sum, without duplication, of:

(i)                                     the amount of all non-cash gains included in arriving at such Net Income;

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(ii)                                  without duplication of amounts deducted from Excess Cash Flow pursuant to clause (vii) in prior periods, the aggregate amount actually paid by the Borrower and its Restricted Subsidiaries in cash during such fiscal year on account of Capital Expenditures, except to the extent funded by the incurrence of long term Indebtedness or from equity contributions made to, or Equity Interests issued by, the Borrower;

(iii)                               the aggregate amount of all regularly scheduled principal payments of Funded Debt actually paid by the Borrower and its Restricted Subsidiaries in cash during such fiscal year (including, without limitation, the Loans, but excluding, for the avoidance of doubt,  repayments of revolving loans or swing line loans unless there is an equivalent scheduled permanent reduction in commitments thereunder) except to the extent funded by the incurrence of long term Indebtedness or from equity contributions made to, or Equity Interests issued by, the Borrower;

(iv)                              the amount of the increase, if any, in Working Capital for such fiscal year;

(v)                                 the amount of cash Restricted Payments made pursuant to Section 6.07(a)(iv) or Section 6.07(a)(vii) during such fiscal year, except to the extent funded by the incurrence of long term Indebtedness or from equity contributions made to, or Equity Interests issued by, the Borrower;

(vi)                              without duplication of amounts deducted from Excess Cash Flow pursuant to clause (vii) in prior periods, (x) the aggregate amount of consideration paid in cash by the Borrower and its Restricted Subsidiaries during such fiscal year with respect to Permitted Acquisitions or other Investments (in either case, except to the extent funded by the incurrence of long term Indebtedness or from equity contributions made to, or Equity Interests issued by, the Borrower) (other than Investments of a type permitted under Sections 6.04(a) and (c)) and (y) to the extent not deducted in determining Net Income for such period, an amount paid by the Borrower and its Restricted Subsidiaries during such period that is reimbursable by the seller, or other unrelated third party, in connection with a Permitted Acquisition or other Investment;

(vii)                           without duplication of amounts deducted from Excess Cash Flow in prior periods, the aggregate consideration required to be paid in cash by the Borrower and its Restricted Subsidiaries pursuant to binding contracts (the “Contract Consideration”) entered into prior to or during such period relating to acquisitions that constitute Investments permitted under this Agreement or Capital Expenditures, in each case during the period of four consecutive fiscal quarters of the Borrower following the end of such period; provided that, to the extent the aggregate amount of internally generated cash actually utilized to finance such Investments, Capital Expenditures or other amounts referred to above during such period of four consecutive fiscal quarters is less than the Contract Consideration, the amount of such shortfall shall be added to the calculation of Excess Cash Flow at the end of such period of four consecutive fiscal quarters;

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(viii)                        the amount of any Declined Proceeds, to the extent such amounts would have otherwise been included in arriving at such Net Income; and

(ix)                              the amount of any mandatory prepayment of Loans made pursuant to Section 2.07(b)(i) or Section 2.07(b)(ii) solely to the extent that the Net Cash Proceeds of the applicable Asset Sale or Disposition of Divested Property was included in arriving at such Net Income in such fiscal year or in a prior fiscal year.

“Excluded Foreign Subsidiary” means any Subsidiary that is (i) (x) a “controlled foreign corporation” within the meaning of Section 957 of the Code or (y) is otherwise not organized or formed under the laws of any state of the United States or the District of Columbia, (ii) a Subsidiary that holds no material assets other than equity interests or debt instruments of an entity described in clause (i)(x) or the equity interests or debt instruments of an entity of the type otherwise described in this clause (ii), or (iii) a Subsidiary of an entity described in clause (i).

“Excluded Information” means any non-public information with respect to the Borrower or its Subsidiaries or any of their respective securities to the extent such information could have a material effect upon, or otherwise be material to, an assigning Lender’s decision to assign Loans or a purchasing Lender’s decision to purchase Loans.

“Excluded Taxes” means, with respect to the Administrative Agent, the Collateral Agent, any Lender, or any other recipient of any payment to be made by or on account of any obligation of any Loan Party hereunder or under any other Loan Document, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) U.S. federal withholding Taxes imposed on amounts payable to or for the account of a Lender with respect to an applicable interest in a Loan or Commitment pursuant to a Requirement of Law (including FATCA) in effect at the time (i) such Lender acquires such interest in the Loan or Commitment (other than an assignee under Section 2.15(b)) or (ii) such Lender designates a new lending office, except in each case, to the extent that such Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts with respect to such withholding Tax under Section 2.13(a), (c) Taxes attributable to a Lender’s failure to comply with Section 2.13(f), or (d) any U.S. federal withholding Taxes imposed under FATCA.

“Existing Credit Agreements” means (i) that certain Amended and Restated Credit Agreement dated as of May 25, 2011 (as amended, restated, amended and restated, refinanced, replaced, modified or supplemented from time to time on or prior to the Acquisition Effective Date), among, inter alios, the Target, JPMorgan Chase Bank, N.A., as administrative agent and US collateral agent, JPMorgan Chase Bank, N.A., London Branch, as European administrative agent and European collateral agent, and the other parties thereto and (ii) that certain Credit Agreement dated as of May 31, 2013 (as amended, restated, amended and restated, refinanced, replaced, modified or supplemented from time to time on or prior to the Acquisition Effective Date), among, inter alios, Staples, Bank of America, N.A. as administrative agent and the other parties thereto.

“Extended Facility” means the Extended Loans of a given Class.

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“Extended Loans” has the meaning assigned to such term in Section 2.19(a).

“Extending Lender” has the meaning assigned to such term in Section 2.19(a).

“Extension” has the meaning assigned to such term in Section 2.19(a).

“Extension Amendment” has the meaning assigned to such term in Section 2.19(c).

“Extension Offer” has the meaning assigned to such term in Section 2.19(a).

“Extension Series” has the meaning assigned to such term in Section 2.19(a).

“Facilities” means the collective reference to the Initial Facility, any Incremental Facility, any Extended Facility and any Refinancing Facility.

“Fair Value” means the amount at which the assets (both tangible and intangible), in their entirety, of a Person (or a Person and its Restricted Subsidiaries taken as a whole, as applicable) would change hands between a willing buyer and a willing seller, within a commercially reasonable period of time, each having reasonable knowledge of the relevant facts, with neither being under any compulsion to act.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any regulations or official interpretations thereof.

“Federal Funds Effective Rate” means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

“Financial Officer” means the chief financial officer, principal accounting officer, senior vice president — finance, treasurer or controller of a Borrower.

“Flood Zone” means areas having special flood hazards as described in the National Flood Insurance Act of 1968, as amended from time to time, and any successor statute.

“Foreign Lender” means any Lender that is not a “United States person” as defined by section 7701(a)(30) of the Code (“United States Person”).

“Foreign Plan” means each “employee benefit plan” (within the meaning of Section 3(3) of ERISA, whether or not subject to ERISA) that is not subject to US law and is maintained or contributed to by any Loan Party.

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“Funded Debt” means, with respect to any Person, all Indebtedness of such Person of the types described in clauses (a), (b), (h) and (i) of the definition of “Indebtedness” (in the case of clause (i), to the extent that it is not a contingent obligation).

“GAAP” means generally accepted accounting principles in the United States.

“Governmental Authority” means the government of the United States or any other nation or, in each case, any political subdivision thereof, whether state, provisional, territorial or local; the European Central Bank, the Council of Ministers of the European Union or any other supranational body; and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or other obligation; provided, that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business or any customary indemnity obligations.

“Guarantee and Collateral Agreement” means the Guarantee and Collateral Agreement to be executed and delivered by Staples and each Subsidiary Guarantor, substantially in the form of Exhibit C, as the same may be amended, restated, supplemented, replaced or otherwise modified from time to time.

“Hazardous Materials” means all materials, substances or wastes listed, classified, regulated, characterized or otherwise defined as hazardous, toxic, explosive, radioactive, or a pollutant under applicable Environmental Laws, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“Identified Contingent Liabilities” means the maximum estimated amount of liabilities reasonably likely to result from pending litigation, asserted claims and assessments, guaranties, uninsured risks and other contingent liabilities of a Person (or a Person and its Restricted Subsidiaries taken as a whole, as applicable) including all fees and expenses related to the Transactions but exclusive of such contingent liabilities to the extent reflected in Stated Liabilities), as identified in terms of their nature and estimated magnitude by responsible officers of Staples.

“Immaterial Subsidiary” means, at any date, any Restricted Subsidiary of the Borrower which the Borrower designates in writing to the Administrative Agent as an “Immaterial Subsidiary” and

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which, on an individual basis, (i) does not, as of the most recently ended Test Period, have assets with a value in excess of 2.5% of the consolidated total assets of the Borrower and its Restricted Subsidiaries and (ii) did not, during the most recently ended Test Period, have revenues exceeding 2.5% of the total revenues of the Borrower and its Restricted Subsidiaries; provided that, the aggregate assets or revenues of all Immaterial Subsidiaries, determined in accordance with GAAP, may not exceed 5.0% of consolidated assets or consolidated revenues, respectively, of the Borrower and its Restricted Subsidiaries, collectively, at any time (and the Borrower will designate in writing to the Administrative Agent from time to time the Subsidiaries which will cease to be treated as “Immaterial Subsidiaries” in order to comply with the foregoing limitation).

“Impacted Loans” has the meaning assigned to such term in Section 2.11(f).

“Increased Amount Date” has the meaning assigned to such term in Section 2.17(a).

“Incremental Amendment” has the meaning assigned to such term in Section 2.17(e).

“Incremental Commitments” has the meaning assigned to such term in Section 2.17(a).

“Incremental Equivalent Debt” means any secured debt securities issued by the Borrower pursuant to an indenture, note purchase agreement or otherwise in lieu of Indebtedness under this Agreement permitted to be incurred pursuant to Section 2.17; provided that (i) on the date of such issuance, the aggregate principal amount of all Incremental Equivalent Debt shall not exceed the Maximum Incremental Facilities Amount on such date, (ii) on the date of such issuance, such Indebtedness could have been incurred as Incremental Commitments on such date under Section 2.17, (iii) such Incremental Equivalent Debt shall not at any time be guaranteed by any Person that is not a Loan Party, (iv) such Incremental Equivalent Debt shall not mature on or prior to the then applicable Latest Maturity Date at the time such Incremental Equivalent Debt is issued, (v) the Weighted Average Life to Maturity of such Incremental Equivalent Debt shall be no shorter than the Weighted Average Life to Maturity of the then existing Loans, (vi) the definitive documentation for such Incremental Equivalent Debt shall not include other covenants that are more favorable to the lenders or holders providing such Incremental Equivalent Debt than the covenants for the Initial Facility provided for in this Agreement, taken as a whole and (vii) (A) such Indebtedness is secured on a pari passu basis (but without regard to the control of remedies) with the Obligations and is not secured by any property or assets other than the Collateral, (B) the security agreements relating to such Indebtedness are substantially the same as or more favorable to the Loan Parties than the Collateral Documents (with such differences as are reasonably satisfactory to the Administrative Agent) and (C) a representative validly acting on behalf of the holders of such Indebtedness shall have become party to a Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement.

“Incremental Facility” means a term loan facility established pursuant to Section 2.17(a).

“Incremental Lender” has the meaning assigned to such term in Section 2.17(a).

“Incremental Loan” has the meaning assigned to such term in Section 2.17(c).

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“Incremental Loan Maturity Date” means the date on which Incremental Loans of a series shall become due and payable in full hereunder, as specified in the applicable Incremental Amendment, including by acceleration or otherwise.

“Indebtedness” of any Person means, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person upon which interest charges are customarily paid, (d) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (e) all obligations of such Person in respect of the deferred purchase price of property or services (excluding accounts payable incurred in the ordinary course of business), (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed by such Person, (g) all Guarantees by such Person of Indebtedness of others, (h) all Capital Lease Obligations, purchase money Indebtedness and Attributable Indebtedness of such Person, (i) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty for Indebtedness, (j) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances, (k) obligations under any earn-out that have become a liability on the balance sheet of such Person, (l) all obligations of such Person in respect of Disqualified Equity Interests of such Person, (m) any other Off-Balance Sheet Liability and (n) for the purposes of Section 6.01 and Section 7.02(f) only, the net obligations of such Person in respect of Swap Agreements.  The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.  The amount of any Guarantee shall (subject to any limitations set forth therein) be deemed to be an amount equal to the outstanding principal amount (or maximum principal amount, if larger) of the Indebtedness in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith.

“Indemnified Taxes” means (a) Taxes other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in clause (a), Other Taxes.

“Indemnitee” has the meaning assigned to such term in Section 9.03(b).

“Information” has the meaning assigned to such term in Section 9.12.

“Initial Commitments” means, as to any Initial Lender, the obligation of such Initial Lender, if any, to make an Initial Loan to the Borrower hereunder (to be deposited in the Escrow Account pending consummation of the Acquisition on the Acquisition Effective Date) in a principal amount not to exceed the amount set forth under the heading “Initial Commitment” opposite such Initial Lender’s name on Schedule 1.01(a) or, as the case may be, in the Assignment and Assumption pursuant to which such Initial Lender became a party hereto, as the same may be changed from time to time pursuant to the terms hereof.  The aggregate principal amount of the Initial Commitments on the Closing Date is $2,500,000,000.

“Initial Facility” means the Initial Commitments and the Initial Loans made thereunder.

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“Initial Facility Maturity Date” means the earlier of (i) the date that is six years after the Closing Date and (ii) the date that is 91 days prior to the final maturity date then in effect for the 2018 Notes (as such final maturity date may be extended from time to time in accordance with the terms of the 2018 Notes); provided that clause (ii) shall be disregarded (and the Initial Facility Maturity Date shall be the date that is six years after the Closing Date) if, as of the date that is 91 days prior to the final maturity date then in effect for the 2018 Notes, the principal amount of outstanding 2018 Notes is less than $300,000,000.

“Initial Lender” means any Lender that holds an Initial Loan or an Initial Commitment.

“Initial Loans” means the term loans made by Initial Lenders to the Escrow Borrower pursuant to Section 2.01 as of the Closing Date.

“Insolvency Laws” means the Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect.

“Intellectual Property” means, individually and collectively, trademarks, service marks, tradenames, copyrights, patents, trade secrets, industrial designs, internet domain names and other intellectual property, including any applications and registrations pertaining thereto and with respect to trademarks, service marks and tradenames, the goodwill of the business symbolized thereby and connected with the use thereof.

“Intellectual Property Security Agreements” has the meaning assigned to such term in the Guaranty and Collateral Agreement.

“Intercreditor Agreements” means, collectively, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement, in each case to the extent in effect.

“Interest Election Request” means a request by the Borrower to convert or continue a Borrowing in accordance with Section 2.04 substantially in the form of, and containing the information prescribed by, Exhibit L.

“Interest Expense” means, with reference to any period, total interest expense (including that attributable to Capital Lease Obligations) of the Borrower and its Restricted Subsidiaries for such period with respect to all outstanding Indebtedness of the Borrower and its Restricted Subsidiaries (including all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and net costs under Swap Agreements in respect of interest rates to the extent such net costs are allocable to such period in accordance with GAAP), calculated on a consolidated basis for the Borrower and its Restricted Subsidiaries for such period in accordance with GAAP.

“Interest Payment Date” means (a) with respect to any ABR Loan, the last Business Day of each calendar quarter and the Maturity Date for such Loan, and (b) with respect to any Eurocurrency Loan, the last Business Day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurocurrency Borrowing with an Interest Period of more than three months’

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duration, each Business Day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period and the Maturity Date for such Loan.

“Interest Period” means with respect to any Eurocurrency Borrowing, the period commencing on the date of such Borrowing or the date of any conversion or continuation as a Eurocurrency Loan and ending on the numerically corresponding day in the calendar month that is one, two, three or six months (or, with the consent of each Lender, twelve months) thereafter, as the Borrower may elect; provided, that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless, in the case of a Eurocurrency Borrowing only, such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (ii) any Interest Period pertaining to a Eurocurrency Borrowing that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period, (iii) no Interest Period shall extend beyond the applicable Maturity Date and (iv) for the period from the Closing Date until the Acquisition Effective Date, each Interest Period shall be for a period of one month.  For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made, and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

“International Subsidiary” means any Subsidiary organized under the laws of any jurisdiction other than a jurisdiction within the United States.

“Interpolated Rate” means, in relation to the LIBO Rate, the rate which results from interpolating on a linear basis between:

(a)                                 the applicable LIBO Rate for the longest period (for which that LIBO Rate is available) which is less than the Interest Period of that LIBO Loan; and

(b)                                 the applicable LIBO Rate for the shortest period (for which that LIBO Rate is available) which exceeds the Interest Period of that LIBO Loan,

each as of approximately 11:00 a.m. (London, England time) two Business Days prior to the commencement of the Interest Period of such LIBO Loan.

“Investment” has the meaning assigned to such term in Section 6.04.

“Latest Maturity Date” means, at any date of determination, the latest Maturity Date applicable hereunder at such time, including the latest maturity date of any Initial Loan, Incremental Loan, Extended Loan or Refinancing Loan, in each case as extended in accordance with this Agreement from time to time.

“LCA Election” means the Borrower’s election to treat a specified Investment as a Limited Condition Acquisition.

“LCA Test Date” shall have the meaning assigned to such term in Section 1.05.

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“Lenders” means (a) the Initial Lenders (other than any such Person that has ceased to be a party hereto by assignment of its all of its Loans) and (b) any Person that has purchased or otherwise holds Loans hereunder pursuant to an Assignment and Assumption or any applicable Incremental Amendment or Refinancing Amendment (other than any such Person that has ceased to be a party hereto by assignment of its all of its Loans).

“LIBO Rate” means, with respect to any Eurocurrency Borrowing for any Interest Period:

(a)                                 the rate per annum determined by the Administrative Agent to be the offered rate which appears on the page of the Reuters Screen which displays the London interbank offered rate administered by ICE Benchmark Administration Limited (such page currently being the LIBOR01 page) for deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period in dollars determined as of approximately 11:00 a.m., (London, England time), two Business Days prior to the commencement of such Interest Period; or

(b)                                 in the event the rate referenced in the preceding clause (a) does not appear on such page or service or if such page or service shall cease to be available, the rate determined by the Administrative Agent to be the offered rate on such other page or other service which displays the LIBO Rate for deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period in dollars, determined as of approximately 11:00 a.m. (London, England time) two Business Days prior to the commencement of such Interest Period,

provided that, if LIBO Rates are quoted under either of the preceding clause (a) or (b), but there is no such quotation for the Interest Period elected, the LIBO Rate shall be equal to the Interpolated Rate; and provided, further, that notwithstanding the foregoing, in no event shall the LIBO Rate at any time be less than 0.75% per annum.

“Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset and (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset.

“Limited Condition Acquisition” means any Permitted Acquisition or other Investment permitted hereunder by the Borrower or one or more of its Restricted Subsidiaries whose consummation is not expressly conditioned on the availability of, or on obtaining, third party financing.

“Loan Documents” means this Agreement, the Borrower Assumption Agreement, any Notes, the Collateral Documents, each Intercreditor Agreement, any Incremental Amendment, any Refinancing Amendment, any Extension Amendment and all other agreements, instruments, documents and certificates executed and delivered to, or in favor of, the Administrative Agent, the Collateral Agent or any Lenders and including all other pledges, powers of attorney, consents, assignments, contracts, notices and all other written matter whether heretofore, now or hereafter executed by or on behalf of any Loan Party, or any employee of any Loan Party, and delivered to the Administrative Agent, the Collateral Agent or any Lender in connection with this Agreement or the transactions contemplated thereby.  Any reference in this Agreement or any other Loan Document to a Loan Document shall include all appendices, exhibits or schedules thereto, and all amendments, restatements, supplements or other

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modifications thereto, and shall refer to this Agreement or such Loan Document as the same may be in effect at any and all times such reference becomes operative.

“Loan Parties” means the Borrower and each of the Subsidiary Guarantors.

“Loans” means a Loan made by a Lender to the Borrower pursuant this Agreement, including Section 2.01, Section 2.17 or Section 2.18, as applicable.

“Margin Stock” means “margin stock”, as such term is defined in Regulation U of the Board.

“Material Adverse Effect” means a material adverse effect on (a) the business, assets, operations or financial condition of the Loan Parties, taken as a whole, (b) the ability of the Loan Parties, taken as a whole, to perform any of their obligations under the Loan Documents to which they are a party, or (c) the rights of or benefits available to the Administrative Agent, the Collateral Agent or the Lenders thereunder.

“Material Indebtedness” means Indebtedness (other than the Loans), or obligations in respect of one or more Swap Agreements, of any one or more of the Borrower and its Restricted Subsidiaries in an aggregate principal amount exceeding $75,000,000; provided that, regardless of the aggregate principal amount thereof, “Material Indebtedness” shall include any Indebtedness incurred under the ABL Documents, any Permitted Pari Passu Refinancing Debt and any Incremental Equivalent Debt.  For purposes of determining Material Indebtedness, the principal amount of the “obligations” of the Borrower or any Restricted Subsidiary in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or such Restricted Subsidiary would be required to pay if such Swap Agreement were terminated at such time.

“Material Real Property” means any Real Estate Asset located in the United States that has a book value equal to or greater than $7,500,000 (on the Acquisition Effective Date or, with respect to real property acquired after the Acquisition Effective Date, at the time of acquisition, in each case, as reasonably estimated by the Borrower in good faith).

“Maturity Date” means (x) with respect to any Initial Loans, the Initial Facility Maturity Date and (y) and with respect to any Extended Loans, Incremental Loans or Refinancing Loans, the final maturity date specified in the applicable Extension Amendment, Incremental Amendment or Refinancing Amendment, as applicable, in each case, as the same may be extended pursuant to Section 2.19.

“Maximum Incremental Facilities Amount” means, as of any date, the sum of the following:

(a)                                 (x) $1,000,000,000 minus (y) the aggregate principal amount of all Incremental Commitments, Incremental Loans and/or Incremental Equivalent Debt incurred or issued on or prior to such date pursuant to clause (a)(x) of this definition, plus

(b)                                 the Ratio Based Incremental Amount as of such date.

“Maximum Rate” has the meaning assigned to such term in Section 9.17.

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“Merger Sub” has the meaning assigned to such term in the Recitals hereto.

“Minimum Extension Condition” has the meaning assigned to such term in Section 2.19(b).

“Moody’s” means Moody’s Investors Service, Inc.

“Mortgage” means each of the mortgages and deeds of trust made by any Loan Party in favor of, or for the benefit of, the Collateral Agent for the benefit of the Secured Parties, as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time.

“Mortgaged Property” has the meaning assigned to such term in Section 5.11(c).

“Mortgage Policies” has the meaning assigned to such term in Section 5.11(c).

“Multiemployer Plan” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA.

“Net Cash Proceeds” means:

(a)                                 with respect to any Asset Sale, an amount equal to (determined solely with respect to the portion of the gross proceeds of such Asset Sale in excess of the thresholds described in the definition of Asset Sale):  (i) cash payments (including any cash received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) received by the Borrower or any of its Restricted Subsidiaries from such Asset Sale, minus (ii) without duplication, any bona fide direct costs incurred and payments made in connection with such Asset Sale, including (1) taxes paid or payable as a result thereof including transfer taxes and income or gains taxes payable as a result of any gain recognized in connection with such Asset Sale, (2) payment of the outstanding principal amount of, premium or penalty, if any, and interest on any Indebtedness (other than the Loans, the loans under the ABL Credit Agreement and Indebtedness that is secured on a pari passu basis with the Obligations) that is secured by a Lien on the assets in question and that is required to be repaid under the terms thereof as a result of such Asset Sale, (3) a reasonable reserve established in accordance with GAAP retained by the Borrower or the applicable Restricted Subsidiary, as applicable, including, without limitation for any indemnification payments (fixed or contingent) attributable to seller’s indemnities and representations and warranties to purchaser in respect of such Asset Sale undertaken by the Borrower or any of its Restricted Subsidiaries in connection with such Asset Sale, (4) attorneys’ fees, accountants’ fees, investment banking fees, transfer taxes, other customary expenses and brokerage, consultant and other customary fees incurred in connection therewith and (5) in the case of any such Asset Sale occurring in a jurisdiction other than the United States (if the proceeds of such Asset Sale are in fact repatriated), the amount of all taxes paid (or reasonably estimated to be payable) by the Borrower and its Restricted Subsidiaries that are directly attributable to the distribution of such cash proceeds from such jurisdiction or to the repatriation of such cash proceeds into the United States, but only to the extent the Borrower and its Restricted Subsidiaries have used commercially reasonable efforts to reduce or eliminate such taxes, including by electing to prepay Loans in such a manner that would result in the lowest possible amount of such taxes;

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(b)                                 with respect to any Recovery Event, an amount equal to (determined solely with respect to the portion of the gross proceeds of such Recovery Event in excess of the thresholds described in the definition of Recovery Event) (i) any cash payments or proceeds received by the Borrower or any of its Restricted Subsidiaries (1) under any casualty insurance policy in respect of a covered loss thereunder or (2) as a result of the taking of any assets of the Borrower or any of its Restricted Subsidiaries by any Person pursuant to the power of eminent domain, condemnation or otherwise, or pursuant to a sale of any such assets to a purchaser with such power under threat of such a taking, minus (ii) (1) any actual and reasonable costs incurred by the Borrower or any of its Restricted Subsidiaries in connection with the adjustment or settlement of any claims of the Borrower or such Restricted Subsidiary in respect thereof, (2) any bona fide direct costs incurred in connection with any sale of such assets as referred to in preceding clause (i)(2), including income taxes payable as a result of any gain recognized in connection therewith and (3) in the case of any such event occurring in a jurisdiction other than the United States (if the proceeds of such Recovery Event are in fact repatriated), the amount of all taxes paid (or reasonably estimated to be payable) by the Borrower and its Restricted Subsidiaries that are directly attributable to the distribution of such cash proceeds from such jurisdiction or to the repatriation of such cash proceeds into the United States, but only to the extent the Borrower and its Restricted Subsidiaries have used commercially reasonable efforts to reduce or eliminate such taxes, including by electing to prepay Loans in such a manner that would result in the lowest possible amount of such taxes; and

(c)                                  with respect to any issuance or incurrence of Indebtedness, the cash proceeds thereof, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses.

“Net Income” means, for any period, the consolidated net income (or loss) of the Staples and its Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded (a) the income (or loss) of any Person accrued prior to the date it becomes a Restricted Subsidiary of Staples or is merged into or consolidated with the Borrower or any of its Restricted Subsidiaries or that Person’s assets are acquired by Staples or any of its Restricted Subsidiaries, (b) the income (or loss) of any Person that is not a Subsidiary of Staples or that is an Unrestricted Subsidiary in which Staples or any of its Restricted Subsidiaries has an ownership interest, except to the extent that any such income is actually received by Staples or such Restricted Subsidiary in the form of dividends or similar distributions and (c) the undistributed earnings of any Subsidiary to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary is not at the time permitted by the terms of any contractual obligation (other than under any Loan Document) or Requirement of Law applicable to such Subsidiary.

“Net Tangible Assets” means the aggregate amount of total assets of the Borrower and its Restricted Subsidiaries (less applicable reserves and other properly deductible items) after deducting therefrom all goodwill, trade names, trademarks, patents, unamortized debt discount and expense, and other intangibles, all as set forth in the most recent consolidated balance sheet of the Borrower and its Restricted Subsidiaries and computed in accordance with GAAP; provided that, at all times prior to the first delivery of financial statements pursuant to Section 5.01(a) or Section 5.01(b), Net Tangible Assets shall be determined based on the Pro Forma Financial Statements.

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“Non-Consenting Lender” means, in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 9.02(b) where the consent of Required Lenders shall have been obtained but the consent of one or more of such other Lenders whose consent is required shall not have been obtained, any such non-consenting Lender.

“Non-Funding Lender” has the meaning assigned to such term in Section 2.03.

“Note” has the meaning assigned to such term in Section 2.06(d).

“Obligations” means all unpaid principal of and accrued and unpaid interest on the Loans (or which would have accrued but for the commencement of any bankruptcy, insolvency, receivership or similar proceeding, regardless of whether allowed or allowable in such proceeding), all accrued and unpaid fees and all expenses, reimbursements, indemnities and other obligations of the Loan Parties to any Lender, any Agent, any Arranger or any indemnified party arising under the Loan Documents, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement, any other Loan Document or any other document made, delivered or given in connection herewith or therewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including, without limitation, all fees, charges and disbursements of counsel to the Arranger, the Agents or any Lender that are required to be paid by the Borrower pursuant hereto) or otherwise.

“Off-Balance Sheet Liability” of a Person means (a) any repurchase obligation or liability of such Person with respect to accounts or notes receivable sold by such Person, (b) any indebtedness, liability or obligation under any so-called “synthetic lease” transaction entered into by such Person, or (c) any indebtedness, liability or obligation arising with respect to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the balance sheets of such Person (other than operating leases).

“OfficeMax” means OfficeMax Incorporated, a Delaware corporation.

“OfficeMax Merger” means the merger transaction pursuant to the OfficeMax Merger Agreement pursuant to which OfficeMax became a wholly-owned Subsidiary of the Target.

“OfficeMax Merger Agreement” means, collectively, the Agreement and Plan of Merger, dated as of February 20, 2013 (as amended, modified or supplemented from time to time), among the Target, Dogwood Merger Sub Inc., Dogwood Merger Sub LLC, Mapleby Holdings Merger Corporation, Mapleby Merger Corporation and OfficeMax, and all schedules, exhibits and annexes thereto and all material side letters and agreements affecting the terms thereof or entered into in connection therewith.

“Organizational Documents” means, collectively, with respect to any Person, (i) in the case of any corporation, the certificate of incorporation or deed of incorporation and by-laws (or similar constitutive documents) of such Person, (ii) in the case of any limited liability company, the certificate or articles of formation or organization and operating agreement or memorandum and articles of association (or similar constitutive documents) of such Person, (iii) in the case of any limited partnership, the certificate of formation and limited partnership agreement (or similar constitutive documents) of such Person (and, where applicable, the equity holders or shareholders registry of such Person), (iv) in the case

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of any general partnership, the partnership agreement (or similar constitutive document) of such Person, (v) in any other case, the functional equivalent of the foregoing, and (vi) any shareholder, voting trust or similar agreement between or among any holders of Equity Interests of such Person.

“Original Vendor” means, with respect to any inventory, the vendor from which the Borrower or any Restricted Subsidiary purchased such inventory.

“Other Applicable Indebtedness” has the meaning assigned to such term in Section 2.07(d)(ii).

“Other Connection Taxes” means, with respect to the Administrative Agent, the Collateral Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of any Loan Party hereunder or under any other Loan Document, Taxes imposed as a result of a present or former connection between such recipient and the jurisdiction imposing such Tax (other than connections arising from such recipient having executed, delivered, or become a party to, performed its obligations or received payments under, received or perfected a security interest under, sold or assigned an interest in any Loan or otherwise engaged in any other transaction pursuant to, or enforced, any Loan Documents).

“Other Debt Representative” means, with respect to Incremental Equivalent Debt or any series of Permitted Pari Passu Refinancing Notes, the trustee, administrative agent, collateral agent, security agent or similar agent under the indenture or agreement pursuant to which such Indebtedness is issued, incurred or otherwise obtained, as the case may be, and each of their successors in such capacities.

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes which arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, or from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.15(b)).

“Pari Passu Intercreditor Agreement” means an intercreditor agreement substantially in the form of Exhibit F entered into by and among Staples, the Restricted Subsidiaries of Staples from time to time party thereto, the Administrative Agent, the Collateral Agent and one or more collateral agents or representatives for the holders of Indebtedness that is permitted under Section 6.01 and Section 6.02 to be, and is intended to be, secured on a pari passu basis with the Obligations.

“Participant” has the meaning assigned to such term in Section 9.04(e).

“Participant Register” has the meaning assigned to such term in Section 9.04(e).

“PATRIOT Act” means the Trading With the Enemy Act (50 U.S.C. §§ 1-44, as amended) and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56, signed into law October 26, 2001.

“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

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“Perfection Certificate” means a certificate substantially in the form attached as Exhibit M with respect to the assets of, as applicable, (a) the Escrow Borrower on the Closing Date and (b) each Person that will be a Loan Party on the Acquisition Effective Date.

“Permitted Acquisition” means any acquisition by the Borrower or any Restricted Subsidiary, whether by purchase, merger or otherwise, of all or substantially all of the assets of a Person, or any Equity Interests in a Person that becomes a Restricted Subsidiary (or is already a Restricted Subsidiary pursuant to a prior Permitted Acquisition), or a business line or unit or a division of any Person; provided that:

(a)                                 such acquisition shall be consummated in accordance with all Requirements of Law, except where the failure to so comply would not reasonably be expected to have a Material Adverse Effect;

(b)                                 in the case of the acquisition of Equity Interests, all of the Equity Interests (except for any such securities in the nature of directors’ qualifying shares) acquired (or otherwise issued) in connection with such acquisition (other than shares issued by the Borrower) shall be directly and beneficially owned by the Borrower or any of its Restricted Subsidiaries;

(c)                                  (x) as of the date the definitive agreement for such acquisition is entered into if an LCA Election has been made with respect to such acquisition and (y) as of the date of such acquisition in any other case, the Total Net Leverage Ratio, calculated on a Pro Forma Basis after giving effect to such acquisition, is either (i) less than or equal to 3.00 to 1.00 or (ii) no greater than the Total Net Leverage Ratio immediately prior to giving effect to such acquisition;

(d)                                 the Person or business to be acquired shall be, or shall be engaged in, a business of the type that the Borrower and its Restricted Subsidiaries are permitted to be engaged in under Section 6.03(b); and

(e)                                  no Event of Default has occurred and is continuing or would result therefrom as of the date the definitive agreement for such transaction is entered into.

“Permitted Convertible Notes” means any Indebtedness issued in a Permitted Convertible Notes Offering.

“Permitted Convertible Notes Offering” means any offering by Staples of unsecured Indebtedness permitted by Section 6.01 that is by its terms convertible, in whole or in part, into shares of Staples’ common stock or into cash based upon a conversion rate tied to Staples’ common stock.

“Permitted Encumbrances” means:

(a)                                 Liens imposed by law for taxes that are not yet due or are being contested in compliance with Section 5.04;

(b)                                 carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that

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are not overdue by more than 30 days or are being contested in good faith by appropriate proceedings and for which appropriate reserves have been set aside;

(c)                                  pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations;

(d)                                 deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business;

(e)                                  judgment liens in respect of judgments that do not constitute an Event of Default under Section 7.02(k);

(f)                                   easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not interfere with the ordinary conduct of business of the Borrower and its Restricted Subsidiaries, taken as a whole;

(g)                                  Liens in favor of a credit card processor or a payment processor arising in the ordinary course of business under any processor agreement; and

(h)                                 Liens arising by virtue of precautionary UCC financing statement filings (or other similar filings under applicable law) regarding operating leases and consignments, in each case entered into by the Borrower and its Restricted Subsidiaries in the ordinary course of business;

provided that the term “Permitted Encumbrances” shall not include any Lien securing Indebtedness.

“Permitted International Subsidiary Factoring Facility” means any and all agreements or facilities entered into by any International Subsidiary that is not a Loan Party for the purpose of factoring, selling, transferring or disposing of its accounts receivable for cash consideration.

“Permitted Lien” means Liens permitted by Section 6.02.

“Permitted Pari Passu Refinancing Debt” means any Permitted Pari Passu Refinancing Notes and any Permitted Pari Passu Refinancing Loans.

“Permitted Pari Passu Refinancing Loans” means any Indebtedness incurred by Staples in the form of one or more tranches of loans under this Agreement; provided that such Indebtedness (i) otherwise constitutes Credit Agreement Refinancing Indebtedness, (ii) is secured by the Collateral on a pari passu basis with the Obligations pursuant to the Loan Documents (subject to the Intercreditor Agreements in all respects) and is not secured by any property or assets other than the Collateral and (iii) is not at any time guaranteed by any Person that is not a Loan Party.

“Permitted Pari Passu Refinancing Notes” means any Indebtedness incurred by Staples in the form of one or more series of senior secured notes pursuant to an indenture or other agreement (other than this Agreement); provided that (i) such Indebtedness otherwise constitutes Credit Agreement

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Refinancing Indebtedness, (ii) such Indebtedness is secured by all or a portion of the Collateral on a pari passu basis (but without regard to the control of remedies) with the Obligations and is not secured by any property or assets other than the Collateral, (iii) such Indebtedness is not at any time guaranteed by any Person that is not a Loan Party, (iv) the security agreements relating to such Indebtedness are substantially the same as or more favorable to the Loan Parties than the Collateral Documents (with such differences as are reasonably satisfactory to the Administrative Agent) and (v) the applicable Other Debt Representatives acting on behalf of the holders of such Indebtedness shall have become party to the Pari Passu Intercreditor Agreement.  Permitted Pari Passu Refinancing Notes shall include any Registered Equivalent Notes issued in exchange therefor.

“Permitted Refinancing Indebtedness” means Indebtedness which represents any modification, refinancing, refunding, renewal, replacement, exchange or extension of any Indebtedness (the “Refinanced Debt”); provided that (a) the principal amount thereof does not exceed the principal amount of the Refinanced Debt except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred, in connection with such modification, refinancing, refunding, renewal, replacement, exchange or extension and by an amount equal to any existing commitments unutilized thereunder, (b) such modification, refinancing, refunding, renewal, replacement, exchange or extension has a final maturity date equal to or later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Refinanced Debt, (c) at the time thereof, no Event of Default shall have occurred and be continuing, (d) the primary obligors and guarantors in respect of the Refinanced Indebtedness are not changed (provided that (i) an obligor or guarantor may be eliminated and (ii) an additional guarantor may be included if such guarantor is otherwise permitted to incur such guarantee pursuant to Section 6.01), (e) if the Refinanced Debt is or is required to be subordinated, in right of payment or as to Collateral, to the Obligations pursuant to the terms of the Loan Documents or is secured by all or a portion of the Collateral on a pari passu basis (but without regard to the control of remedies) with the Obligations, (i) to the extent such Refinanced Debt is subordinated in right of payment to the Obligations, such modification, refinancing, refunding, renewal, replacement or extension is subordinated in right of payment to the Obligations on terms at least as favorable to the Lenders as those contained in the documentation governing the Refinanced Debt and (ii) if the Refinanced Debt was subject to an Intercreditor Agreement, the holders of such modified, refinanced, refunded, renewed, replaced or extended Indebtedness (if such Indebtedness is secured) or their representative on their behalf shall become party to such Intercreditor Agreement, (f) to the extent the Refinanced Debt is secured, such modification, refinancing, refunding, renewal, replacement or extension is secured by no more collateral than the Indebtedness being modified, refinanced, refunded, renewed or extended and (g) if the Refinanced Debt is unsecured, such modification, refinancing, refunding, renewal, replacement or extension is unsecured.

“Permitted Restructuring Transactions” means, collectively, any transfers, dividends, distributions, intercompany Dispositions or Investments (collectively for purposes of this definition, “transfers”) either (1) undertaken concurrently with, or within the 36-month period following, the Acquisition Effective Date, in order to achieve synergies related to the Acquisition and integration thereof (as reasonably determined by Staples) or (2) in connection with corporate reorganizations in the ordinary course of business , in each case of clause (1) and (2) to the extent consisting of (x) transfers of any assets of any Excluded Foreign Subsidiary to any other Excluded Foreign Subsidiaries (direct or indirect), (y) transfers of the Equity Interests of any Excluded Foreign Subsidiary and any intercompany loans held by any Loan Party with respect to which such Excluded Foreign Subsidiary is the obligor to any other

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Excluded Foreign Subsidiaries (direct or indirect) or (z) the conversion to equity interests or the forgiveness of Indebtedness owed by a wholly-owned Excluded Foreign Subsidiary to any Loan Party.

“Permitted Unsecured Refinancing Debt” means any Indebtedness incurred by Staples in the form of one or more series of senior or subordinated unsecured notes or unsecured loans pursuant to an indenture, credit agreement or other agreement (other than this Agreement); provided that such Indebtedness (i) otherwise constitutes Credit Agreement Refinancing Indebtedness, (ii) does not mature or have scheduled amortization payments of principal and is not subject to mandatory redemption, repurchase, prepayment or sinking fund obligations (except customary asset sale or change of control provisions that provide for the prior repayment in full of the Loans and all other Obligations), in each case on or prior to the Latest Maturity Date at the time such Indebtedness is incurred and (iii) is not at any time guaranteed by any Person that is not a Loan Party.  Permitted Unsecured Refinancing Debt shall include any Registered Equivalent Notes issued in exchange therefor.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Plan” means any “employee benefit plan” (as defined in Section 3(3) of ERISA) and in respect of which any Loan Party or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA, except for any Multiemployer Plan, Foreign Plan or Foreign Benefit Arrangement.

“Platform” has the meaning assigned to such term in the last paragraph of Section 5.01.

“Present Fair Salable Value” means the aggregate amount of net consideration that could be expected to be realized from an interested purchaser by a seller, in an arm’s length transaction under present conditions in a current market for the sale of assets of a comparable business enterprise, where both parties are aware of all relevant facts and neither party is under any compulsion to act, where such seller is interested in disposing of an entire operation as a going concern, presuming the business will be continued, in its present form and character, for a period of at least one year from the time steps were first taken to effect a disposal of such business.

“Prime Rate” means the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the United States or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Administrative Agent) or any similar release by the Federal Reserve Board (as determined by the Administrative Agent).

“Pro Forma Basis” means, with respect to any test hereunder, that such test shall be calculated in connection with any event or transaction as follows: (i) such event or transaction will be given pro forma effect as if it happened on the first day of the Test Period, (ii) any Specified Transactions by the Borrower or any Restricted Subsidiary that have been made by the Borrower or any of its Restricted Subsidiaries, including all increases in ownership of Restricted Subsidiaries, during the Test Period or subsequent to the last day of the Test Period and on or prior to the date on which the event or transaction for which calculation is made will be given pro forma effect as if such Specified Transaction had occurred on the first day of the Test Period and (iii) the incurrence of any Indebtedness by the

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Borrower or any Restricted Subsidiary and any incurrence, repayment, issuance or redemption of other Indebtedness of the Borrower or any Restricted Subsidiary occurring at any time during the Test Period or subsequent to the last day of the Test Period and on or prior to the date on which the event or transaction for which calculation is made will be given pro forma effect as if such incurrence, repayment, issuance or redemption, as the case may be, occurred on the first day of the Test Period.

“Pro Forma Financial Statements” has the meaning assigned to such term in Section 3.04(b).

“Public Lender” has the meaning assigned to such term in the last paragraph of Section 5.01.

“Qualified Equity Interests” means Equity Interests that are not Disqualified Equity Interests.

“Ratio Based Incremental Amount” means, as of any date of determination, an amount which, after giving effect to (i) the borrowings of any Incremental Loans and/or Incremental Equivalent Debt and any other Indebtedness on the effective date thereof and (ii) the consummation of any Permitted Acquisition or other Investment permitted hereunder or the making of any Restricted Payment or prepayment of Indebtedness permitted hereunder with the proceeds of such Incremental Loans and/or Incremental Equivalent Debt (in each case assuming for the purpose of this calculation that the proceeds of such Incremental Loans and/or Incremental Equivalent Debt are not treated as Unrestricted Cash and that any commitments in respect thereof are fully drawn on such date), in each case on a Pro Forma Basis, will not cause the Senior Secured Net Leverage Ratio to exceed 2.00:1.00; provided that, to the extent the proceeds of any Incremental Loans, Incremental Commitments or Incremental Equivalent Debt are intended to be applied to finance a Limited Condition Acquisition, the Senior Secured Net Leverage Ratio shall be tested as set forth in Section 1.05.

“Real Estate Asset” means, at any time of determination, any fee interest then owned by any Loan Party in any real property.

“Recovery Event” means mean any settlement of or payment in respect of any property or casualty insurance claim or any condemnation proceeding relating to any asset of any of the Borrower and its Restricted Subsidiaries in excess of $15,000,000 with respect to any Recovery Event or series of related Recovery Events or $50,000,000 in the aggregate during any fiscal year of the Borrower.

“Refinanced Debt” has the meaning assigned to such term in the definition of Permitted Refinancing Indebtedness.

“Refinancing Amendment” means an amendment to this Agreement executed by each of (a) the Borrower, (b) the Administrative Agent and (c) each Lender that agrees to provide any portion of Refinancing Loans incurred pursuant thereto, in accordance with Section 2.18.

“Refinancing Commitments” means any commitment established to fund Refinancing Loans of the applicable Refinancing Series hereunder pursuant to a Refinancing Amendment.

“Refinancing Facility” means any Refinancing Loans of a given Class.

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“Refinancing Loans” means one or more Classes of Loans hereunder that result from a Refinancing Amendment.

“Refinancing Series” means all Refinancing Loans that are established pursuant to the same Refinancing Amendment (or any subsequent Refinancing Amendment to the extent such Refinancing Amendment expressly provides that the Refinancing Loans provided for therein are intended to be a part of any previously established Refinancing Series) and that provide for the same All-In Yield and maturity date (or an All-In Yield and maturity date that enables such Refinancing Loans to be considered fungible with any previously established Refinancing Series) and amortization schedule.

“Refinancing Transactions” means (i) the repayment in full of all principal, accrued and unpaid interest, fees, premium, if any, and other amounts under the Existing Credit Agreements (other than (x) contingent obligations not then due and payable and that by their terms survive the termination of the applicable Existing Credit Agreement and (y) certain existing letters of credit outstanding thereunder that on the Acquisition Effective Date will be deemed issued under the ABL Facility), the termination of all of the commitments thereunder and the termination and release of all of the security interests and guaranties provided in connection therewith pursuant to a customary payoff letter and (ii) either (w) the redemption of the 2019 Notes on or prior to the 30th day after the Acquisition Effective Date (with an irrevocable notice of redemption being delivered on or prior to the Acquisition Effective Date to the Administrative Agent and the trustee under the 2019 Notes Indenture), (x) the irrevocable defeasance of the 2019 Notes in accordance with the 2019 Notes Indenture on or prior to the Acquisition Effective Date, (y) the discharge of the 2019 Notes on or prior to the Acquisition Effective Date (with an irrevocable notice of redemption being delivered on or prior to the Acquisition Effective Date to the Administrative Agent and the trustee under the 2019 Notes Indenture) or (z) a tender offer and consent solicitation with respect to the 2019 Notes that closes on or prior to the Acquisition Effective Date, as a result of which any provisions of the 2019 Notes Indenture conflicting with this Agreement are eliminated (and if any debt remains outstanding under the 2019 Notes Indenture after such tender offer and consent solicitation, the redemption, discharge or defeasance by the Target of such debt in the manner described in either clause (w) or (x) above (with an irrevocable notice of redemption being delivered on or prior to the Acquisition Effective Date to the Administrative Agent and the trustee under the 2019 Notes Indenture)).

“Register” has the meaning assigned to such term in Section 9.04.

“Registered Equivalent Notes” means, with respect to any notes originally issued in an offering pursuant to Rule 144A under the Securities Act or other private placement transaction under the Securities Act of 1933, substantially identical notes (having the same guarantees) issued in a dollar-for-dollar exchange therefor pursuant to an exchange offer registered with the SEC.

“Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective successors and assigns, directors, officers, employees, agents, advisors, controlling persons and members of such Person and such Person’s Affiliates.

“Release” means any release, spill, emission, leaking, pumping, pouring, dumping, emptying, injection, deposit, disposal, discharge, dispersal, leaching, or migration into or through the indoor or outdoor environment.

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“Repricing Event” means (i) any prepayment or repayment of (including, prior to the Acquisition Effective Date, the release of funds from the Escrow Account to prepay or repay) all or part of the Loans with the proceeds of, or any conversion of all or part of the Loans into, any new or replacement tranche of syndicated bank financings bearing interest with an All-In Yield less than the All-In Yield applicable to the Loans and (ii) any waiver, consent or amendment to this Agreement which reduces the All-In Yield applicable to the Loans, in the case of each of clauses (i) and (ii), other than in connection with a Change in Control; provided that any such repayment, prepayment, waiver, consent or amendment shall only constitute a Repricing Event to the extent that the primary purpose of such repayment, prepayment, waiver, consent or amendment, as reasonably determined by the Borrower in good faith, is to reduce the All-In Yield applicable to the Loans.

“Required Lenders” means, at any time, Lenders having Credit Exposure of more than 50% of the Aggregate Credit Exposure at such time.

“Required Prepayment Date” means has the meaning assigned to such term in Section 2.07(d)(v).

“Requirement of Law” means, as to any Person, the Organizational Documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Restricted Indebtedness” means, collectively, any Indebtedness of the Borrower or any Restricted Subsidiary that is (i) secured by a Lien that is junior in priority to the Lien securing the Secured Obligations, (ii) by its terms subordinated in right of payment to all or any portion of the Secured Obligations or (iii) unsecured; provided that “Restricted Indebtedness” shall not include any Indebtedness incurred under the ABL Documents.

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests in Staples or any Restricted Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of (i) any such Equity Interests in Staples or any Restricted Subsidiary or (ii) any option, warrant or other right to acquire any such Equity Interests in Staples or any Restricted Subsidiary.

“Restricted Subsidiary” means any Subsidiary of Staples other than an Unrestricted Subsidiary.

“Retained Percentage” means, with respect to any fiscal year of the Borrower, (a) 100% minus (b) the Applicable ECF Percentage with respect to such fiscal year.

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw Hill Companies, Inc.

“Sale and Leaseback” has the meaning assigned to such term in Section 6.11.

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“Sanctioned Country” means at any time, a country or territory which is itself the subject or target of any Sanctions (as of the date of this Agreement, the Crimea region of Ukraine, Cuba, Iran, North Korea, Sudan and Syria).

“Sanctioned Person” means at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State or by the United Nations Security Council, Canada, the European Union or any EU member state, (b) any Person operating, organized or resident in a Sanctioned Country or (c) any Person owned or controlled by any such Person.

“Sanctions” means international economic sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, (b) the Canadian Government, including but not limited to all regulations made under the United Nations Act, the Special Economic Measures Act and the Export and Import Permits Act, (c) the United Nations Security Council, the European Union or Her Majesty’s Treasury of the United Kingdom or (d) any other relevant sanctions authority.

“SEC” shall mean the Securities and Exchange Commission or any Governmental Authority succeeding to any of its principal functions.

“Secured Obligations” shall have the meaning assigned to such term in the Guarantee and Collateral Agreement.

“Secured Parties” shall have the meaning assigned to such term in the Guarantee and Collateral Agreement.

“Senior Secured Net Debt” means all Total Net Debt which is secured by a Lien.

“Senior Secured Net Leverage Ratio” means, at any date, the ratio of (a) Senior Secured Net Debt on such day to (b) EBITDA for the most recently ended Test Period; provided that, for purposes of such calculation, the amount of Indebtedness outstanding under the ABL Facility shall be deemed to be the average daily amount drawn under the ABL Facility during the immediately preceding Test Period.

“Specified Representations” means the representations and warranties relating to the applicable Loan Parties set forth in Sections 3.01, 3.02, 3.03(c) (solely with respect to the absence of violation of, or default under, the Loan Parties’ (including the Escrow Borrower’s) Organizational Documents, the 2018 Notes, the 2023 Notes and the 2018 and 2023 Notes Indenture), 3.07(b), 3.08, 3.13, 3.16, 3.18, 3.19 and 3.20 (solely with respect to the Escrow Borrower on the Closing Date).

“Specified Transaction” means any Investment that results in a Person becoming a Restricted Subsidiary, any designation of a Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary, any Permitted Acquisition, any Disposition that results in a Restricted Subsidiary ceasing to be a Subsidiary of the Borrower, any Investment constituting an acquisition of assets constituting a brand, business unit, line of business or division of another Person or a facility or any Disposition of a brand, business unit, line of business or division or a facility of the Borrower or a Restricted Subsidiary or any

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acquisition, disposition or licensing of Intellectual Property that is not immaterial, in each case whether by merger, consolidation, amalgamation or otherwise.

“Spot Selling Rate” means, on any date, as determined by the Administrative Agent, the spot selling rate posted by Reuters on its website for the sale of the applicable currency for dollars at approximately 11:00 a.m., New York City time, two Business Days prior; provided that if, at the time of any such determination, for any reason, no such spot rate is being quoted, the spot selling rate shall be determined by reference to such publicly available service for displaying exchange rates as may be selected by the Administrative Agent, or, in the event no such service is selected, such spot selling rate shall instead be the arithmetic average of spot rates of exchange in the market where its foreign currency exchange operations in respect of the applicable currency are then being conducted, at or about 11.00 a.m. New York City time, on such date for the purchase of the relevant currency for delivery two Business Days later.

“Stated Liabilities” means the recorded liabilities (including contingent liabilities that would be recorded in accordance with GAAP) of a Person (or a Person and its Restricted Subsidiaries taken as a whole, as applicable), determined in accordance with GAAP consistently applied.

“Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board to which the Administrative Agent is subject with respect to the Adjusted LIBO Rate, for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board).  Such reserve percentages shall include those imposed pursuant to such Regulation D.  Eurocurrency Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation.  The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“Subordinated Intercompany Note” means the Subordinated Intercompany Note, substantially in the form of Exhibit H.

“subsidiary” means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity (i) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held, or (ii) that is, as of such date, otherwise Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

“Subsidiary” means any direct or indirect subsidiary of the Borrower or a Subsidiary Guarantor, as applicable.

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“Subsidiary Guarantor” means, each of the Borrower’s Subsidiaries that has become a guarantor of the Secured Obligations pursuant to the Guaranty and Collateral Agreement (or any joinder thereto).

“Swap Agreements” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

“Syndication Agents” means, individually and collectively, Bank of America, N.A., Wells Fargo Securities, LLC and HSBC Securities (USA) Inc., each in its capacity as a Syndication Agent.

“Target” has the meaning assigned to such term in the Recitals hereto.

“Taxes” means any and all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other similar charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Test Period” means the most recent period of four consecutive fiscal quarters of Staples ended on or prior to such time (taken as one accounting period) in respect of which financial statements for each quarter or fiscal year in such period have been (or have been required to be) delivered pursuant to Section 5.01(a) or 5.01(b), as applicable.

“Total Net Debt” means, at any date, the aggregate principal amount of Funded Debt of the Borrower and its Restricted Subsidiaries, on a consolidated basis, (net of Unrestricted Cash of the Borrower and its Restricted Subsidiaries as of such date up to $250,000,000 in the aggregate).

“Total Net Leverage Ratio” means, at any date, the ratio of (a) Total Net Debt on such date to (b) EBITDA for the most recently ended Test Period; provided that, for purposes of such calculation, the amount of Indebtedness outstanding under the ABL Facility shall be deemed to be the average daily amount drawn under the ABL Facility during the immediately preceding Test Period.

“Transactions” means (a) the entry into of this Agreement, the Escrow Agreement and any applicable Loan Documents on the Closing Date and the initial borrowing hereunder on the Closing Date, (b) on the Acquisition Effective Date, the entry into the Borrower Assumption Agreement, the other Loan Documents, the ABL Credit Agreement and the other ABL Documents and the initial borrowing thereunder, the Acquisition, the Refinancing Transactions, the issuance of Equity Interests of the

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Borrower in connection with the Acquisition and (c) all transactions in connection with or related to the foregoing clauses (a) and (b) and the payment of fees, costs and expenses relating to each of the foregoing clauses (a) and (b).

“Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Adjusted LIBO Rate or the Alternate Base Rate.

“UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York or any other state the laws of which are required to be applied in connection with the grant or perfection of security interests.

“United States” and “US” means the United States of America.

“Unreasonably Small Capital” means that a Person (or a Person and its Restricted Subsidiaries taken as a whole, as applicable) do not have sufficient capital to ensure that they are a going concern.

“Unrestricted Cash” means, as of any date of determination, the aggregate amount of all cash and Cash Equivalents on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries that are not “restricted” for purposes of GAAP; provided, however, that Unrestricted Cash shall not include any cash or Cash Equivalents that are subject to a Lien (other than any Lien in favor of the Collateral Agent or the ABL Administrative Agent or any collateral agent for the benefit of holders of Indebtedness that is permitted by Section 6.01 and Section 6.02 to be incurred and secured on a pari passu basis with the Obligations and that is secured on a pari passu basis with the Obligations and subject to the Intercreditor Agreements).

“Unrestricted Subsidiary” means any Subsidiary of Staples or the Target specified on Schedule 1.01(b) as of the Closing Date (and as updated pursuant to Section 1.07, if applicable) and any Subsidiary of Staples designated by the board of directors of Staples (or a duly authorized committee thereof) as an “Unrestricted Subsidiary” pursuant to Section 5.14 hereof on or subsequent to the Acquisition Effective Date, and any Subsidiary formed or acquired by an Unrestricted Subsidiary following such Unrestricted Subsidiary’s designation other than any such Unrestricted Subsidiary that has been subsequently designated as a Restricted Subsidiary pursuant to Section 5.14.

“U.S. Tax Compliance Certificate” has the meaning assigned to such term in Section 2.13(f)(iv).

“Waivable Mandatory Prepayment” means has the meaning assigned to such term in Section 2.07(d)(v).

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:  (i) the sum of the products obtained by multiplying (a) the amount of each then remaining installment (without giving effect to any prepayments of such installments as of such date), sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (b) the number of years (calculated to the

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nearest one-twelfth) that will elapse between such date and the making of such payment by (ii) the then outstanding principal amount of such Indebtedness.

“Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

“Withholding Agent” means any Loan Party, the Administrative Agent, and the Collateral Agent.

“Working Capital” means, at any date, the excess of Current Assets on such date over Current Liabilities on such date.

“Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country.

“Yield Differential” has the meaning assigned to such term in Section 2.17(d).

SECTION 1.02                                 Classification of Loans and Borrowings.  For purposes of this Agreement, Loans may be classified and referred to by Facility, (e.g., an “Incremental Facility”), Class (e.g., an “Incremental Loan”) or by Type (e.g., a “Eurocurrency Loan”).  Borrowings also may be classified and referred to by Class (e.g., a “Borrowing of Incremental Loans”) or by Type (e.g., a “Eurocurrency Borrowing”).

SECTION 1.03                                 Terms Generally; Times of Day.  The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined.  Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.  The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”.  The word “will” shall be construed to have the same meaning and effect as the word “shall”.  Unless the context requires otherwise (a) unless otherwise specified, any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.  Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

SECTION 1.04                                 Accounting Terms; GAAP.  Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the

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date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.  Notwithstanding any other provision contained herein, (a) all computations of amounts and ratios referred to in this Agreement shall be made without giving effect to any election under FASB ASC Topic 825 “Financial Instruments” (or any other financial accounting standard having a similar result or effect) to value any Indebtedness of the Borrower or its Subsidiaries at “fair value” as defined therein and (b) Indebtedness shall not include any obligations under leases that would be classified as operating leases under GAAP as in effect on the date hereof, and the payments thereon shall not constitute interest expense.

SECTION 1.05                                 Limited Conditionality Acquisitions Notwithstanding anything to the contrary in this Agreement, solely for the purpose of (A) measuring the relevant financial ratios and basket availability with respect to the incurrence of any Indebtedness (including any Incremental Loans or Incremental Commitments) or Liens or the making of any Investments or Dispositions or the designation of any Restricted Subsidiaries or Unrestricted Subsidiaries or (B) determining compliance with representations and warranties or the occurrence of any Default or Event of Default, in each case, in connection with a Limited Condition Acquisition, if the Borrower has made an LCA Election with respect to such Limited Condition Acquisition, the date of determination of whether any such action is permitted hereunder shall be deemed to be the date on which the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and if, after giving effect on a Pro Forma Basis to the Limited Condition Acquisition and the other transactions to be entered into in connection therewith as if they had occurred at the beginning of the most recent Test Period ending prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such financial ratio, basket, representation or warranty, such financial ratio, basket, representation or warranty shall be deemed to have been complied with.  For the avoidance of doubt, if the Borrower has made an LCA Election and any such financial ratios or baskets for which compliance was determined or tested as of the LCA Test Date are exceeded as a result of fluctuations in any such financial ratio or basket (including due to fluctuations of the target of any Limited Condition Acquisition) solely as a result of fluctuations in EBITDA (as opposed to any incurrence, disposition or Restricted Payment) at or prior to the consummation of the relevant transaction or action, such baskets or financial ratios will not be deemed to have been exceeded as a result of such fluctuations.  If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any financial ratio or basket availability (other than any calculation based on EBITDA or Net Income (in each case, except to the extent calculating any financial ratio that is required by this provision to be calculated on a Pro Forma Basis) or Net Tangible Assets) on or following the relevant LCA Test Date and prior to the earlier of (x) the date on which such Limited Condition Acquisition is consummated or (y) the date that the definitive agreement for such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such financial ratio or basket availability shall be calculated (and tested) on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has been terminated or has expired (provided that, any financial ratio or basket availability required to make any Restricted Payment or payment of Restricted Indebtedness shall be tested on a Pro Forma Basis as required by this sentence and

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also on a standalone basis without giving effect to such Limited Condition Acquisition and the other transactions in connection therewith).

SECTION 1.06                                 Currency Translations.  (a)  For purposes of this Agreement and the other Loan Documents, where the permissibility of a transaction or determinations of required actions or circumstances depend upon compliance with, or are determined by reference to, amounts stated in dollars, any requisite currency translation shall be based on the Spot Selling Rate and the permissibility of actions taken under Article VI shall not be affected by subsequent fluctuations in exchange rates (provided that if Indebtedness is incurred to refinance or renew other Indebtedness, and such refinancing or renewal would cause the applicable dollar denominated limitation to be exceeded if calculated at the Spot Selling Rate, such dollar denominated restriction shall be deemed not to have been exceeded so long as (i) such refinancing or renewal Indebtedness is denominated in the same currency as such Indebtedness being refinanced or renewed and (ii) the principal amount of such refinancing or renewal Indebtedness does not exceed the principal amount of such Indebtedness being refinanced or renewed except as permitted under Section 6.01).

(b)                                 For purposes of all calculations and determinations under this Agreement, any amount in any currency other than dollars shall be deemed to refer to dollars and any requisite currency translation shall be based on the Spot Selling Rate, and all certificates delivered under this Agreement, shall express such calculations or determinations in dollars.

SECTION 1.07                                 Schedules.  Notwithstanding anything to the contrary in this Agreement, (a) solely to the extent related to the Target and its Subsidiaries, Staples may, on or prior to the Acquisition Effective Date, deliver to the Administrative Agent an updated version of Schedules 1.01(b), 1.01(c), 6.01, 6.02, 6.03, 6.04, 6.08 or 6.09 or supplements to such Schedules delivered on the Closing Date, or update any disclosure schedule or make any other qualification or disclosure with respect to any representation and warranty contained in Article III of this Agreement, in any case, unless the matters described in such updated or supplemented schedule or other disclosure would require or permit Staples to terminate the Acquisition Agreement or decline to consummate the Acquisition, and such updated or supplemented schedule or other disclosure shall replace such schedule or other disclosure provided on the Closing Date, without any requirement for any amendment or any consent by any Agent, any Lender, any Arranger or any other Loan Party, (b) to the extent related to Staples and its Subsidiaries (other than the Target and its Subsidiaries), if the Administrative Agent and Staples agree, Staples may, on or prior to the Acquisition Effective Date, deliver to the Administrative Agent an updated version of Schedules 1.01(b), 1.01(c), 6.01, 6.02, 6.03, 6.04, 6.08 or 6.09 or supplements to such Schedules delivered on the Closing Date, or update any disclosure schedule or make any other qualification or disclosure with respect to any representation and warranty contained in Article III of this Agreement, but solely to the extent necessary to cure any ambiguity, omission, defect or inconsistency or to the extent immaterial or not adverse to any Lender, and such updated or supplemented schedule or other disclosure shall replace such schedule or other disclosure provided on the Closing Date, and (c) to the extent agreed by the Administrative Agent and the Borrower, Schedule 5.15 may be amended by the Borrower and the Administrative Agent to set forth the arrangements and timing for the completion of the granting and/or perfection of any security interest in any Collateral or other matters to the extent such granting and/or perfection or other matters is not practicable to be completed on or prior to the Acquisition Effective Date, and such amended schedule shall replace such schedule or provided on the Closing Date, without any requirement for any amendment or any consent by any other Agent, any Lender, any Arranger or any other Loan Party.  For the avoidance

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of doubt, such Schedules may not be amended pursuant to this Section 1.07 after the Acquisition Effective Date.

ARTICLE II

The Credits

SECTION 2.01                                 Initial Commitments.  Subject to the terms and conditions set forth herein, each Initial Lender agrees, severally and not jointly, to make an Initial Loan to the Borrower on the Closing Date in the principal amount of its Initial Commitment, the proceeds of which Initial Loans shall be deposited into the Escrow Account in accordance with the Escrow Agreement.  The Borrower may make only one borrowing under the Initial Commitments, which shall be on the Closing Date.  Any amount borrowed under this Section 2.01 and subsequently repaid or prepaid may not be reborrowed.  All amounts owed hereunder with respect to the Initial Loans not previously repaid or prepaid shall be paid in full no later than the Maturity Date applicable to the Initial Loans.

SECTION 2.02                                 Procedure for Borrowings.  (a)  The Borrower shall deliver to the Administrative Agent a fully executed Borrowing Request no later than one Business Day prior to the proposed Borrowing date (which shall be a Business Day) with respect to Base Rate Loans and three Business Days prior to the proposed Borrowing date (which shall be a Business Day) with respect to Eurocurrency Loans (or such shorter period as may be acceptable to the Administrative Agent).  Promptly upon receipt by the Administrative Agent of such Borrowing Request, the Administrative Agent shall notify each Lender of the proposed Borrowing.

(b)                                 Subject to the terms and conditions set forth herein, each Lender shall make its Loans available to the Administrative Agent not later than 10:00 a.m. (New York City time) on the proposed Borrowing date by wire transfer of same day funds in dollars at the principal office designated by the Administrative Agent.  Upon satisfaction or waiver of the conditions to Borrowing specified herein, the Administrative Agent shall make the proceeds of such Loans available to the Borrower by causing an amount of same day funds in dollars equal to the proceeds of all such Loans received by the Administrative Agent from Lenders to be credited to such account as may be designated in writing to the Administrative Agent by the Borrower.

SECTION 2.03                                 Funding of Borrowings.  Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 and may (in its sole discretion, but shall not be obligated to), in reliance upon such assumption, make available to the Borrower a corresponding amount.  In such event, if a Lender has not in fact made its share of the Borrowing available to the Administrative Agent (a “Non-Funding Lender”), then the applicable Lender and the Borrower agree (severally and not jointly with the applicable Lender) to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent at (i) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry

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rules on interbank compensation or (ii) in the case of the Borrower, the interest rate applicable to ABR Loans.  If such Lender pays such amount to the Administrative Agent then such amount shall constitute such Lender’s Loan included in such Borrowing.  Notwithstanding the foregoing, the Borrower shall preserve its rights and remedies against any Non-Funding Lender which has not made Loans required by the terms and provisions hereof.

SECTION 2.04                                 Interest Elections.  (a)  Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurocurrency Borrowing, shall have an initial Interest Period as specified in such Borrowing Request.  Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurocurrency Borrowing, may elect Interest Periods therefor, all as provided in this Section 2.04.  The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing.

(b)                                 To make an election pursuant to this Section, the Borrower shall deliver by hand delivery or facsimile a duly completed and executed Interest Election Request to the Administrative Agent (i) in the case of a conversion of an ABR Borrowing to a Eurocurrency Borrowing or the continuation of a Eurocurrency Borrowing, not later than 10:00 a.m., New York City time, three Business Days before the effective date of such election and (ii) in the case of a conversion of a Eurocurrency Borrowing to an ABR Borrowing, not later than 10:00 a.m., New York City time, on the Business Day before the effective date of such election.  Each such Interest Election Request shall be irrevocable and shall be signed by the Borrower.

(c)                                  Each Interest Election Request shall specify the following information:

(i)                                     the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);

(ii)                                  the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

(iii)                               whether the resulting Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing; and

(iv)                              if the resulting Borrowing is a Eurocurrency Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”.

If any such Interest Election Request requests a Eurocurrency Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration.

(d)                                 Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

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(e)                                  If the Borrower fails to deliver a timely Interest Election Request with respect to a Eurocurrency Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to an ABR Borrowing.  Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing (i) no outstanding Borrowing may be converted to or continued as a Eurocurrency Borrowing and (ii) each Eurocurrency Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto.

SECTION 2.05                                 Termination of Commitments.  Each Lender’s Initial Commitment shall be automatically and permanently reduced to zero upon the funding of such Lender’s Initial Loans on the Closing Date.

SECTION 2.06                                 Repayment of Loans; Evidence of Debt.  (a)  On the last day of each fiscal quarter of Staples, commencing on the last day of the first full fiscal quarter following the Acquisition Effective Date and on a quarterly basis thereafter through the Maturity Date, the Borrower shall repay the Initial Loans in an amount equal to $31,250,000 (which quarterly amounts shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.07(d)).  The final principal repayment of the Initial Loans on the Initial Facility Maturity Date shall be in an amount equal to the aggregate principal amount of all Initial Loans outstanding on such date.

(b)                                 Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

(c)                                  The entries made in the accounts maintained pursuant to Section 2.06(b) shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement; provided, further, that in the event of any inconsistency between the Register and any Lender’s records, the recordations in the Register shall govern.

(d)                                 Any Lender may request that Loans made by it be evidenced by a promissory note.  In such event, the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to such Lender and its registered assigns and substantially in the form of Exhibit I (a “Note”).  Thereafter, the Loans evidenced by such Note and interest thereon shall at all times until cancellation of such Note (including after assignment pursuant to Section 9.04) be represented by a Note in such form payable to such payee and its registered assigns.

SECTION 2.07                                 Prepayment of Loans.

(a)                                 Voluntary Prepayments.

(i)                                     At any time and from time to time (1) with respect to ABR Borrowings, the Borrower may prepay any such Borrowings on any Business Day in whole or in part, in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that

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amount and (2) with respect to Eurocurrency Borrowings, the Borrower may prepay any such Loans on any Business Day in whole or in part in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount, in each case, without premium or penalty except as described in Section 2.08(b) and, with respect to Eurocurrency Loans, subject to Section 2.12; provided that, with respect to any election to prepay the Initial Loans prior to the Acquisition Effective Date, if the amount of the Escrow Property is less than the amount required to prepay the Initial Loans and all accrued interest thereon in full on such date, Staples will deliver to the Administrative Agent, on the date of such prepayment, an amount equal to such deficiency.

(ii)                                  The Borrower shall notify the Administrative Agent in writing of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Borrowing, not later than 10:00 a.m., New York City time, two Business Days before the date of prepayment, or (ii) in the case of prepayment of an ABR Borrowing, not later than 10:00 a.m., New York City time, on the Business Day before the date of prepayment.  Each such notice shall be irrevocable (but it may be conditioned upon the effectiveness of other Indebtedness or the occurrence of one or more other transactions) and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid.  Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof.  Each prepayment pursuant to this Section 2.07(a) shall be applied as set forth in Section 2.07(d)(i).  Prepayments shall be accompanied by accrued interest to the extent required by Section 2.09 and any other amounts payable pursuant to Section 2.08(b) and Section 2.12.

(b)                                 Mandatory Prepayments.

(i)                                     No later than 10 Business Days following the date of receipt by (x) the Borrower or any of its Restricted Subsidiaries of Net Cash Proceeds in respect of any Asset Sale after the Acquisition Effective Date, or (y) the Borrower or any of its Restricted Subsidiaries (or the Collateral Agent as loss payee) of Net Cash Proceeds in respect of any Recovery Event after the Acquisition Effective Date, the Borrower shall prepay the Loans as set forth in Section 2.07(d)(ii) in an amount equal to 100% of such Net Cash Proceeds; provided, that so long as no Event of Default shall have occurred and be continuing, the Borrower may, upon written notice to the Administrative Agent, directly or through one or more of its Restricted Subsidiaries, invest or commit in writing to invest such Net Cash Proceeds within 365 days of receipt thereof in assets useful in the business of the Borrower or any Restricted Subsidiary, which Investment may include the repair, restoration or replacement of the applicable assets thereof or Permitted Acquisitions to the extent such Investments are otherwise permitted under this Agreement; provided, further, that in the event such Net Cash Proceeds are committed in writing to be invested prior to such 365th day, the Borrower may invest such Net Cash Proceeds within 180 days after the expiration of such initial 365-day period.  In the event that such Net Cash Proceeds are not reinvested by the Borrower prior to the earlier of (i) the last day of such 180 day period or 365 day period, as the case may be, and (ii) the date of the occurrence of an Event of Default, the Borrower shall prepay the Loans in an amount equal to such Net Cash Proceeds as set forth in Section 2.07(d)(ii).  Notwithstanding the foregoing, neither the Borrower nor any of its Restricted Subsidiaries shall be required to repay the Loans with (i) Net Cash Proceeds of any Asset Sale or Recovery Event received on account of any ABL Priority Collateral, to the extent such Net Cash Proceeds are actually used to prepay amounts outstanding under the ABL Facility (with or

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without any reduction of ABL Commitments) in accordance with and within the time periods required by the ABL Credit Agreement and (ii) Net Cash Proceeds received by a Restricted Subsidiary that is an International Subsidiary to the extent that (a) the repatriation of such Net Cash Proceeds to fund such repayments would, in the good faith judgment of the Borrower, result in material adverse tax consequences to the Borrower or any of its Restricted Subsidiaries (taking into account any foreign tax credit or benefit received in connection with such repatriation) or conflict with applicable law and (b) such adverse tax consequences or legal limitation is not directly attributable to actions taken by the Borrower or any of its Subsidiaries with the intent of avoiding or reducing repayments required pursuant to this Section 2.07(b)(i).

(ii)                                  If Staples, Target or any of their Restricted Subsidiaries (determined giving pro forma effect to the Transactions) receives (x) after the Closing Date and on or prior to the Acquisition Effective Date, Net Cash Proceeds in respect of any Divested Property in excess of $15,000,000 (in the aggregate for all Divested Properties), then substantially concurrently with the closing of the Acquisition on the Acquisition Effective Date, an amount equal to 100% of such Net Cash Proceeds in excess of $15,000,000 shall be applied by the Borrower to (1) prepay the Loans (for application as set forth in Section 2.07(d)(iii)) and (2) reduce the intended borrowings under the ABL Facility on the Acquisition Effective Date (without any reduction of ABL Commitments) on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and any loans intended to be borrowed under the ABL Facility on the Acquisition Effective Date) and (y) following the Acquisition Effective Date, Net Cash Proceeds in respect of any Divested Property in excess of $15,000,000 in any calendar year (in the aggregate for all Divested Properties), then no later than 10 Business Days following the date of receipt by the Borrower or any of its Restricted Subsidiaries of such Net Cash Proceeds, an amount equal to 100% of such Net Cash Proceeds in excess of $15,000,000 shall be applied by the Borrower to prepay (1) the Loans (for application as set forth in Section 2.07(d)(iii)) and (2) any loans then outstanding under the ABL Facility (in accordance with the ABL Credit Agreement and with or without any reduction of ABL Commitments) on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and any loans outstanding under the ABL Facility at such time); provided that, in the case of each of clauses (x) and (y), if after giving pro forma effect to such reduction of borrowings or prepayment of amounts outstanding under the ABL Facility, as applicable, the Excess Availability (as such term is defined in the ABL Credit Agreement in the form attached as Exhibit O) is less than $1,000,000,000, then the portion of such Net Cash Proceeds allocated to reduce borrowings or prepay amounts outstanding under the ABL Facility, as applicable, shall be increased in an amount sufficient to cause the Excess Availability to equal $1,000,000,000 (and the portion allocated to prepay the Loans shall be reduced accordingly); provided, further, that, in the case of each of clauses (x) and (y), if after giving pro forma effect to such reduction of borrowings or prepayment of amounts outstanding under the ABL Facility, the Senior Secured Net Leverage Ratio for the most recently ended Test Period is less than or equal to 2.00 to 1.00, such amount of Net Cash Proceeds that otherwise would have been required to be used to prepay the Loans shall be permitted to be reinvested as if they constituted Net Cash Proceeds from an Asset Sale pursuant to Section 2.07(b)(i), and, if not so reinvested at the end of the applicable period set forth in Section 2.07(b)(i), shall be used to prepay the Loans as set forth in Section 2.07(d)(iii).  Notwithstanding the foregoing, neither the Borrower nor any of its Restricted Subsidiaries shall be required to repay the Loans with Net Cash Proceeds in respect of any Divested Property by a Restricted Subsidiary that is an International Subsidiary to the extent that (a) the repatriation of

54

such Net Cash Proceeds to fund such repayments would, in the good faith judgment of the Borrower, result in material adverse tax consequences to the Borrower or any of its Restricted Subsidiaries (taking into account any foreign tax credit or benefit received in connection with such repatriation) or conflict with applicable law and (b) such adverse tax consequences or legal limitation is not directly attributable to actions taken by the Borrower or any of its Subsidiaries with the intent of avoiding or reducing repayments required pursuant to this Section 2.07(b)(ii). For the avoidance of doubt, nothing in this Section 2.07(b)(ii) shall be interpreted to reduce the amount that would otherwise be released from the Escrow Account pursuant to the Escrow Agreement.

(iii)                               On the date of receipt by the Borrower or any of its Restricted Subsidiaries of Net Cash Proceeds after the Acquisition Effective Date from the issuance or incurrence of any Indebtedness of the Borrower or any Restricted Subsidiary (other than with respect to any Indebtedness permitted to be incurred pursuant to Section 6.01, but in any event, including Credit Agreement Refinancing Indebtedness), the Borrower shall prepay the Loans as set forth in Section 2.07(d)(iv) in an aggregate amount equal to 100% of such Net Cash Proceeds (plus, if applicable, the premium described in Section 2.08(b));

(iv)                              In the event that there shall be Excess Cash Flow for any fiscal year of the Borrower (commencing with the fiscal year ending February 3, 2018) , no later than 95 days after the end of such fiscal year, the Loans shall be prepaid by the Borrower as set forth in Section 2.07(d)(ii) in an aggregate amount equal to (i) the Applicable ECF Percentage of such Excess Cash Flow (calculated after giving effect to amounts attributable to International Subsidiaries that cannot be repatriated, as set forth in the immediately following sentence), if any, for such fiscal year minus (ii) voluntary prepayments of the Loans in such fiscal year pursuant to Section 2.07(a), other than voluntary prepayments funded with the proceeds of long-term Indebtedness or of equity contributions made to, or Equity Interests issued by, the Borrower.  Notwithstanding the foregoing, the Borrower shall not be required to repay the Loans with Excess Cash Flow attributable to any Restricted Subsidiary that is an International Subsidiary to the extent that (a) the repatriation of such Excess Cash Flow to fund such repayments would, in the good faith judgment of the Borrower, result in material adverse tax consequences to the Borrower or any of its Restricted Subsidiaries (taking into account any foreign tax credit or benefit received in connection with such repatriation) or conflict with applicable law and (b) such adverse tax consequences or legal limitation is not directly attributable to actions taken by the Borrower or any of its Subsidiaries with the intent of avoiding or reducing repayments required pursuant to this Section 2.07(b)(iv).

(v)                                 In the event that the Collateral Agent delivers written notice to the Escrow Agent pursuant to Section 3(d) or Section 3(f) of the Escrow Agreement, the Initial Loans and all accrued interest thereon shall be immediately due and payable, and the Administrative Agent shall apply all proceeds received from the Escrow Account in accordance with Section 2.07(d)(iii); provided that if the amount of the Escrow Property is less than the amount required to prepay the Initial Loans and all accrued interest thereon in full on such date, Staples will deliver to the Administrative Agent, on the date of such prepayment, an amount equal to such deficiency.

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(c)                                  Prepayment Certificate.  Concurrently with any prepayment of the Loans pursuant to Section 2.07(b) (other than Section 2.07(b)(iii) or (v)), the Borrower shall deliver to the Administrative Agent a certificate of an Authorized Officer demonstrating the calculation of the amount of the applicable Net Cash Proceeds or Excess Cash Flow, as the case may be.  In the event that the Borrower shall subsequently determine that the actual amount received exceeded the amount set forth in such certificate, the Borrower shall promptly make an additional prepayment of the Loans in an amount equal to such excess, and the Borrower shall concurrently therewith deliver to the Administrative Agent a certificate of an Authorized Officer describing such excess.

(d)                                 Application of Prepayments/Reductions.

(i)                                     Any prepayment of any Loan pursuant to Section 2.07(a) shall be applied as specified by the Borrower in the applicable notice of prepayment; provided, in the event the Borrower fails to specify the Loans to which any such prepayment shall be applied, such prepayment shall be applied to prepay each Class of outstanding Loans on a pro rata basis and, within each Class, to reduce the remaining scheduled installments of principal in direct order of maturity.

(ii)                                  Any amount required to be paid pursuant to Section 2.07(b)(i) and Section 2.07(b)(iv) shall be applied ratably to each Class of outstanding Loans and, within each such Class, (i) first, to reduce the next eight scheduled payments required under Section 2.06(a) (or the applicable Incremental Amendment, Refinancing Amendment or Extension Amendment) in direct order of maturity and (ii) second, to the remaining scheduled payments required thereunder on a pro rata basis; provided that, if at the time any amount is required to be paid pursuant to Section 2.07(b)(i) the Borrower is required to offer to repurchase or prepay Permitted Pari Passu Refinancing Debt or Incremental Equivalent Debt pursuant to the terms of the documentation governing such Indebtedness with Net Cash Proceeds received from an Asset Sale or Recovery Event (such Permitted Pari Passu Refinancing Debt or Incremental Equivalent Debt required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then the Borrower may apply such Net Cash Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness at such time; provided that the portion of such proceeds allocated to Other Applicable Indebtedness shall not exceed the amount of such proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans in accordance with the terms hereof) to the prepayment of the Loans and to the repurchase or prepayment of such Other Applicable Indebtedness, and the amount of prepayment of the Loans that would otherwise have been required pursuant to Section 2.07(b)(i) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Indebtedness purchased or prepaid, the declined amount shall promptly (and in any event within 10 Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof.

(iii)                               Any amount required to be paid pursuant to Section 2.07(b)(ii) and Section 2.07(b)(v) shall be applied ratably to each Class of outstanding Loans and, within each such Class, to the remaining scheduled payments required thereunder on a pro rata basis.

(iv)                              Any amount required to be paid pursuant to Section 2.07(b)(iii) shall be

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applied ratably to each Class of outstanding Loans and, within each such Class, (i) first, to reduce the next eight scheduled payments required under Section 2.06(a) (or the applicable Incremental Amendment, Refinancing Amendment or Extension Amendment) in direct order of maturity and (ii) second, to the remaining scheduled payments required thereunder on a pro rata basis; provided that any prepayment of Loans with the Net Cash Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Credit Agreement Refinanced Debt.

(v)                                 Anything contained herein to the contrary notwithstanding, in the event the Borrower is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Loans (other than any prepayment pursuant to Section 2.07(b)(v)), not less than five Business Days prior to the date (the “Required Prepayment Date”) on which the Borrower is required to make such Waivable Mandatory Prepayment, the Borrower shall notify the Administrative Agent of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender holding an outstanding Loan of the amount of such Lender’s pro rata share of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amount (such declined amount, the “Declined Proceeds”).  Each such Lender may exercise such option by giving written notice to the Borrower and the Administrative Agent of its election to do so on or before the third Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify the Borrower and the Administrative Agent of its election to exercise such option on or before the third Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option).  Any Declined Proceeds may be retained by the Borrower.

SECTION 2.08                                 Fees.  (a)  Each of Staples and the Borrower jointly and severally agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between Staples and the Administrative Agent.  Certain additional fees separately agreed may be payable to the Lenders on the Closing Date or on the Acquisition Effective Date as fee compensation for the funding of such Lender’s Loans.

(b)                                 In connection with any Repricing Event that is consummated in respect of all or any portion of the Initial Loans on or prior to the twelve-month anniversary of the Closing Date, each of Staples and the Borrower jointly and severally shall pay to the Administrative Agent, for the ratable benefit of the Lenders holding such Initial Loans, a fee equal to 1.00% of the aggregate principal amount of the Initial Loans subject to such Repricing Event.  If all or any portion of the Initial Loans are repaid, prepaid, refinanced, assigned or replaced pursuant to Section 2.15 as a result of, or in connection with, a Lender not agreeing or otherwise consenting to any waiver, consent or amendment referred to in clause (ii) of the definition of “Repricing Event” (or otherwise in connection with a Repricing Event) occurring on or prior to the twelve-month anniversary of the Closing Date, such repayment, prepayment, refinancing, assignment or replacement will be made at 101% of the principal amount of Initial Loans so repaid, prepaid, refinanced or replaced.

(c)                                  All fees payable hereunder shall be paid on the dates due, in immediately available dollars, to the Administrative Agent for distribution, in the case of the fees referred to in the second sentence of Section 2.08(a), to the applicable Lenders.  Fees paid shall not be refundable under any circumstances.

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SECTION 2.09                                 Interest.  (a)  The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Margin for ABR Loans.

(b)                                 The Loans comprising each Eurocurrency Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin for Eurocurrency Loans.

(c)                                  Notwithstanding the foregoing, during the occurrence and continuance of an Event of Default pursuant to Section 7.01(c), Section 7.01(e), Section 7.01(f), Section 7.02(a), Section 7.02(b), Section 7.02(h), Section 7.02(i) or Section 7.02(j), all amounts then overdue (whether interest, principal, fees or other amounts payable under the Loan Documents) shall bear interest at (i) in the case of overdue principal and interest, 2% plus the rate otherwise applicable to such Loans as provided in the preceding paragraphs of this Section 2.09 or (ii) in the case of any other amount outstanding hereunder, 2% plus the rate applicable to ABR Loans as provided in Section 2.09(a).  For the avoidance of doubt, the Required Lenders may, at their option, amend or waive the provisions of this clause (c) notwithstanding Section 9.02.

(d)                                 Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan; provided that (i) interest accrued pursuant to Section 2.09(c) shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurocurrency Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.

(e)                                  All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed.  The applicable Alternate Base Rate and LIBO Rate shall be determined by the Administrative Agent and such determination shall be conclusive absent manifest error.

(f)                                   All interest hereunder shall be paid in dollars.

SECTION 2.10                                 Alternate Rate of Interest.  If prior to the commencement of any Interest Period for a Eurocurrency Borrowing:

(a)                                 the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or

(b)                                 the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period,

then the Administrative Agent shall give notice thereof to the Borrower and the Lenders as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the

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circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Borrowing shall be ineffective and (ii) if any Borrowing Request requests a Eurocurrency Borrowing, such Borrowing shall be made as an ABR Borrowing.

SECTION 2.11                                 Increased Costs; Illegality; Inability to Determine Rates.  (a)  If any Change in Law shall:

(i)                                     subject any Secured Party to any (or any increase in any) Taxes with respect to this Agreement or any other Loan Document or any Loan made by it, except any Connection Income Taxes, Indemnified Taxes, or Taxes described in clauses (b) through (d) of the definition of Excluded Taxes;

(ii)                                  impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO); or

(iii)                               impose on any Lender or the London interbank market any other condition affecting this Agreement or Eurocurrency Loans made by such Lender;

and the result of any of the foregoing shall be to increase the cost to such Lender or such other Secured Party of making or maintaining any Eurocurrency Loan (or of maintaining its obligation to make any such Loan) or to reduce the amount of any sum received or receivable by such Lender or such other Secured Party hereunder (whether of principal, interest or otherwise), then the Borrower will pay to such Lender or such other Secured Party, as the case may be, such additional amount or amounts as will compensate such Lender or such other Secured Party, as the case may be, for such additional costs incurred or reduction suffered.

(b)                                 If any Lender determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement or the Loans made by such Lender to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy or liquidity), then from time to time the Borrower will pay to such Lender, as the case may be, such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered.

(c)                                  A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in Section 2.11(a) and Section 2.11(b) shall be delivered to the Borrower and shall be conclusive absent manifest error.  The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

(d)                                 Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender notifies the Borrower

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of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor; provided, further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

(e)                                  If any Lender determines that any law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending office to perform any of its obligations hereunder or make, maintain or fund or charge interest with respect to any Credit Extension or to determine or charge interest rates based upon the Adjusted LIBO Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, dollars in the London interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, (i) any obligation of such Lender to issue, make, maintain, fund or charge interest with respect to any such Credit Extension or continue Eurocurrency Loans or to convert ABR Loans to Eurocurrency Loans shall be suspended, and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Adjusted LIBO Rate component of the Alternate Base Rate, the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Adjusted LIBO Rate component of the Alternate Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist.  Upon receipt of such notice, (x) the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurocurrency Loans of such Lender to ABR Loans (the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Adjusted LIBO Rate component of the Alternate Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Adjusted LIBO Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate applicable to such Lender without reference to the Adjusted LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate.  Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted.

(f)                                   If, in connection with any request for a Eurocurrency Loan or a conversion to or continuation thereof, (i) the Administrative Agent determines that (x) dollar deposits are not being offered to banks in the London interbank Eurocurrency market for the applicable amount and Interest Period of such Eurocurrency Loan, or (y) adequate and reasonable means do not exist for determining the Adjusted LIBO Rate for any requested Interest Period with respect to a proposed Eurocurrency Loan or in connection with an existing or proposed ABR Loan (in each case with respect to clause (i)(x) above, “Impacted Loans”), or (ii) the Administrative Agent or the Required Lenders determine that for any reason the Adjusted LIBO Rate for any requested Interest Period with respect to a proposed Eurocurrency Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurocurrency Loan, the Administrative Agent will promptly so notify the Borrower and each Lender.  Thereafter, (A) the obligation of the Lenders to make or maintain Eurocurrency Loans shall be suspended (to the extent of the affected Eurocurrency Loans or Interest Periods) and (B) in the event of a determination described in the preceding sentence with respect to the Adjusted LIBO Rate component of the Alternate Base Rate, the

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utilization of the Adjusted LIBO Rate component in determining the Alternate Base Rate shall be suspended, in each case until the Administrative Agent upon the instruction of the Required Lenders revokes such notice.  Upon receipt of such notice, the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of Eurocurrency Loans (to the extent of the affected Eurocurrency Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for ABR Loans in the amount specified therein.

Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (i)(x) of this Section 2.11(f), the Administrative Agent, in consultation with the Borrower and the affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (A) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (i) of this Section 2.11(f), (B) the Administrative Agent notifies the Borrower or the Required Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans or (C) any Lender determines that any law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable lending office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Borrower written notice thereof.

SECTION 2.12                                 Break Funding Payments.  In the event of (a) the payment of any principal of any Eurocurrency Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Eurocurrency Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be conditioned under Section 2.07(a)(ii) and is revoked in accordance therewith), or (d) the assignment of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.15, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event; provided that, for the avoidance of doubt, the Borrower shall not be obligated to compensate any Lender under this Section 2.12 for any loss of anticipated profits in respect of any of the foregoing.  In the case of a Eurocurrency Loan, such loss, cost or expense to any Lender shall be deemed to be an amount determined by such Lender to be the excess, if any, of (i) the amount of interest (excluding the Applicable Margin) which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate (excluding the impact of the floor) that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurocurrency market.  A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall be conclusive absent manifest error.  The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

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SECTION 2.13                                 Taxes.  (a)  Any and all payments by or on account of any obligation of any Loan Party hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Taxes other than as required by applicable law; provided that if any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment, the Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax or Other Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after making all required deductions and withholdings (including deductions and withholdings applicable to additional sums payable under this Section) the Administrative Agent, the Collateral Agent, or any Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions or withholdings for Indemnified Taxes or Other Taxes been made.

(b)                                 Without limiting the provisions of Section 2.13(a), the Borrower shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent or the Collateral Agent, as applicable, timely reimburse it for the payment of, any Other Taxes.

(c)                                  The Borrower shall indemnify the Administrative Agent, the Collateral Agent and each Lender, within 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes payable by the Administrative Agent, the Collateral Agent or such Lender, as the case may be (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.  A reasonably detailed certificate as to the amount of such payment or liability delivered to the Borrower by the Administrative Agent, the Collateral Agent or a Lender (with a copy to the Administrative Agent), as applicable, shall be conclusive absent manifest error.  This Section 2.13(c) shall not apply to the extent that the Indemnified Taxes or Other Taxes are compensated for by an increased payment under Section 2.13(a).

(d)                                 Each Lender shall indemnify, within 10 days after written demand therefor, (i) the Administrative Agent or the Collateral Agent, as applicable, for the full amount of any Indemnified Taxes and Other Taxes (but, only to the extent that the Loan Parties have not already indemnified the Administrative Agent or the Collateral Agent for such Indemnified Taxes and Other Taxes and without limiting the obligation of the Loan Parties to do so) attributable to such Lender that are payable or paid by the Administrative Agent or the Collateral Agent, (ii) the Administrative Agent, the Collateral Agent, and the Loan Parties, as applicable, for any Taxes attributable to such Lender’s failure to comply with the provisions of Section 9.04(e) relating to the maintenance of a Participant Register and (iii) the Administrative Agent, the Collateral Agent, and the Loan Parties, as applicable, for any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent, the Collateral Agent, or a Loan Party in connection with any Loan Document, plus, in each case, reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.  A reasonably detailed certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error.

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(e)                                  As soon as practicable after any payment of Indemnified Taxes or Other Taxes by a Loan Party to a Governmental Authority, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(f)                                   Any Lender that is entitled to an exemption from or reduction of any applicable withholding tax with respect to payments hereunder or under any other Loan Document shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law or reasonably requested by the Borrower or Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding.  In addition, any Lender, if requested by the Borrower, the Administrative Agent or the Collateral Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower, the Administrative Agent or the Collateral Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.  Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such forms shall not be required if the Lender is not legally entitled to do so, and shall not be required (other than with respect to such documentation set forth in Sections 2.13(f)(i) through (v) below and the FATCA documentation referred to below) if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense (or, in the case of a Change in Law, any incremental material unreimbursed cost or expense) or would materially prejudice the legal or commercial position of such Lender.

Without limiting the generality of the foregoing, any Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter as required by applicable law or upon the request of the Borrower or the Administrative Agent), whichever of the following is applicable:

(i)                                     in the case of a Lender that is a United States person within the meaning of Section 7701(a)(30) of the Code, duly completed copies of Internal Revenue Service Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax,

(ii)                                  in the case of a Foreign Lender, duly completed copies of Internal Revenue Service Form W-8BEN or W-8BEN-E,

(iii)                               in the case of a Foreign Lender, duly completed copies of Internal Revenue Service Form W-8ECI,

(iv)                              in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit J-1 to the effect that (A) such Foreign Lender is not (I) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (II) a “10 percent shareholder” of the Borrower within the meaning of section 881(c)(3)(B) of the Code or (III) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code and (B) the interest payment in question is not effectively connected with the United States trade or business conducted by such Lender (a “U.S. Tax

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Compliance Certificate”) and (y) duly completed copies of Internal Revenue Service Form W-8BEN or W-8BEN-E,

(v)                                 to the extent a Foreign Lender is not the beneficial owner (for example, where the Foreign Lender is a partnership or participating Lender granting a typical participation), an Internal Revenue Service Form W-8IMY, accompanied by a Form W-8ECI, W-8BEN or W-8BEN-E, U.S. Tax Compliance Certificate substantially in the form of Exhibit J-2 or Exhibit J-3, Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that, if the Foreign Lender is a partnership (and not a participating Lender) and one or more beneficial owners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit J-4 on behalf of each such beneficial owner, or

(vi)                              any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in United States federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made.

If a payment made to a Lender under any Loan Document would be subject to U.S. Federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Withholding Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Withholding Agent, such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Withholding Agent as may be necessary for the Withholding Agent to comply with its obligations under FATCA, to determine that such Lender has or has not complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment.  Solely for purposes of the preceding sentence, “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

(g)                                  If the Administrative Agent, the Collateral Agent or any Lender determines, in its sole discretion exercised in good faith, that it has received a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified pursuant to this Section 2.13 (including additional amounts paid by any Loan Party pursuant to this Section), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made or additional amounts paid under this Section with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses (including any Taxes) of the Administrative Agent, the Collateral Agent or such Lender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided, that such indemnifying party, upon the request of the Administrative Agent, the Collateral Agent or such Lender agrees to repay the amount paid over pursuant to this Section 2.13(g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, the Collateral Agent or such

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Lender in the event the Administrative Agent, the Collateral Agent or such Lender is required to repay such refund to such Governmental Authority.  Notwithstanding anything to the contrary in this Section 2.13(g), in no event will the Administrative Agent, the Collateral Agent or any Lender be required to pay any amount to any Loan Party the payment of which would place the Administrative Agent, the Collateral Agent or such Lender in a less favorable net after-Tax position than the Administrative Agent, the Collateral Agent or such Lender would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid.  This paragraph shall not be construed to require the Administrative Agent, the Collateral Agent or any Lender to make available its Tax returns (or any other information relating to its Taxes which it deems confidential) to the Borrower or any other Person nor shall it be construed to require the Administrative Agent, the Collateral Agent or any Lender, as the case may be, to apply for or otherwise initiate any refund contemplated in this Section 2.13.

(h)                                 The agreements in this Section shall survive the resignation or replacement of the Administrative Agent, any assignment by or replacement of any Lender, the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

SECTION 2.14                                 Payments Generally; Insufficient Funds; Sharing of Set-offs.  (a)  The Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees, or of amounts payable under Section 2.11, 2.12, 2.13, 9.03 or otherwise) prior to 2:00 p.m., New York City time, on the date when due, in immediately available funds, without set-off or counterclaim.  Any amounts received after such time on any date may, in the discretion of the Administrative Agent, as applicable, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon.  All such payments shall be made to the Administrative Agent at its offices at 745 Seventh Avenue, New York, New York 10019 USA, except that payments pursuant to Sections 2.11, 2.12, 2.13 and 9.03 shall be made directly to the Persons entitled thereto.  The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient, in like funds, promptly following receipt thereof.  If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day unless otherwise specifically set forth herein, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension.  All payments hereunder shall be made in dollars.

(b)                                 If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied (i) first, toward payment of interest, fees and other Obligations (other than principal) then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest, fees and such other Obligations then due to such parties, and (ii) second, toward payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties. It is understood that the foregoing does not apply to any adequate protection payments under any federal, state or foreign bankruptcy, insolvency, receivership or similar proceeding, and that the Administrative Agent may, subject to any applicable federal, state or foreign bankruptcy, insolvency, receivership or similar orders, distribute any adequate protection payments it receives on behalf of the Lenders to the Lenders in its sole discretion (i.e., whether to pay the earliest accrued interest, all accrued interest on a pro rata basis or otherwise).

(c)                                  If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans resulting in such

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Lender receiving payment of a greater proportion of the aggregate amount of its Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, including any assignment to the Borrower or any Subsidiary thereof in accordance with Section 9.04(g), but not including any other assignment or sale of a participation to the Borrower or any Subsidiary thereof.  The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

(d)                                 Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due.  In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

(e)                                  If any Lender shall fail to make any payment required to be made by it hereunder, then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by it for the account of such Lender to satisfy such Lender’s obligations hereunder until all such unsatisfied obligations are fully paid.

SECTION 2.15                                 Mitigation Obligations; Replacement of Lenders.  If any Lender requests compensation under Section 2.11 or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.13 or if any Lender is a Non-Consenting Lender, then:

(a)                                 such Lender (other than a Non-Consenting Lender) shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.11 or 2.13, as the case may be, in the future, (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender (and the Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment) and (iii) would not breach any applicable law; and

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(b)                                 the Borrower may, at its sole expense and effort, require such Lender (including any Non-Consenting Lender) (each such Lender, a “Departing Lender”), upon notice to the Departing Lender and the Administrative Agent, to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided, that (i) on the date of such assignment, the Departing Lender shall have received an amount equal to the sum of (A) the principal of, and all accrued interest on, all outstanding Loans of the Departing Lender and (B) all accrued, but theretofore unpaid, fees or other amounts owing to such Departing Lender hereunder (including pursuant to Section 2.11 or Section 2.13, and in connection with any Repricing Event, Section 2.08(b)) and (ii) in the event such Departing Lender is a Non-Consenting Lender, any replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Departing Lender was a Non-Consenting Lender.  After such replacement of any Departing Lender, such Departing Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Departing Lender to indemnification hereunder shall survive.  Each Lender agrees that if the Borrower exercises its option hereunder to cause an assignment by such Departing Lender, such Departing Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 9.04; provided that, the failure of any such Lender to execute such documentation shall not render such assignment invalid and such assignment shall be in full force and effect and shall be recorded in the Register.

SECTION 2.16                                 Returned Payments.  If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Administrative Agent, the Collateral Agent or any Lender is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then, to the extent permitted by applicable law, the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Administrative Agent, the Collateral Agent or such Lender.  The provisions of this Section 2.16 shall be and remain effective notwithstanding any contrary action which may have been taken by the Administrative Agent, the Collateral Agent or any Lender in reliance upon such payment or application of proceeds.  The provisions of this Section 2.16 shall survive the termination of this Agreement.

SECTION 2.17                                 Incremental Facilities.  (a)  The Borrower may by written notice to the Administrative Agent at any time after the Acquisition Effective Date elect to request the establishment of one or more new term loan commitments (the “Incremental Commitments”), in an aggregate principal amount not to exceed the Maximum Incremental Facilities Amount on such date, and, in each case, not to be less than $25,000,000 individually (or such lesser amount which shall be approved by the Administrative Agent or such lesser amount that shall constitute the Maximum Incremental Facilities Amount on such date of determination), and integral multiples of $10,000,000 in excess of that amount.  Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that the Incremental Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent); provided that any Lender offered or approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide an Incremental Commitment; provided, further, that any Incremental Lender shall

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be subject to the approval of the Administrative Agent (such approval not to be unreasonably withheld or delayed) if and to the extent that such approval would be required pursuant to Section 9.04 for an assignment of Loans to such Incremental Lender.  The Borrower shall notify the Administrative Agent prior to the Increased Amount Date of the identity of each Lender or other Person that is an Eligible Assignee (each, an “Incremental Lender”) to whom the Borrower proposes any portion of such Incremental Commitments be allocated and the amounts of such allocations.

(b)                                 Such Incremental Commitments shall become effective as of such Increased Amount Date; provided, that:

(i)                                     (x) if the proceeds of such Incremental Commitments are being used to finance a Permitted Acquisition or Investment permitted hereunder, no Event of Default pursuant to Section 7.01(c), Section 7.01(e), Section 7.01(f), Section 7.02(a), Section 7.02(b), Section 7.02(h), Section 7.02(i) or Section 7.02(j) shall have occurred and be continuing or would exist after giving effect to such Incremental Commitments, or (y) if otherwise, no Default or Event of Default shall have occurred and be continuing or would exist after giving effect to such Incremental Commitments;

(ii)                                  as a condition to the Borrowing under such Incremental Commitments:

A.                                    each of the representations and warranties of the Borrower set forth in this Agreement shall be true and correct in all material respects on and as of the date of such Borrowing (both immediately before and after giving effect to such Incremental Commitments and the application of the proceeds thereof) with the same effect as though made on and as of the date of such Borrowing, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); provided that any representation and warranty qualified by “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects; and

B.                                    the Administrative Agent shall have received a fully executed and delivered Borrowing Request in accordance with the requirements hereof,

provided that, if the proceeds of any Incremental Commitments are being used to finance a Permitted Acquisition or Investment permitted hereunder, the reference in paragraph (ii)(A) of this Section 2.17(b) to the accuracy of the representations and warranties shall refer to the accuracy of (a) the representations and warranties that would constitute Specified Representations and (y) the representations and warranties made by, or with respect to, the target or the assets that are the subject of such Permitted Acquisition or Investment in the definitive documentation related thereto that are material to the interests of the applicable Incremental Lenders (but only to the extent that the Borrower or its Subsidiaries have the right to terminate its or their respective obligations under such documentation (or decline to consummate the transaction contemplated thereunder) as a result of a breach of such representations);

(iii)                               the Incremental Commitments shall be effected pursuant to one or more

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Incremental Amendments executed and delivered by the Borrower, the Incremental Lenders and the Administrative Agent;

(iv)                              the Borrower shall deliver or cause to be delivered any documents as reasonably requested by the Administrative Agent in connection with any such transaction, including (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents (including, for the avoidance of doubt, any Mortgage) as may be reasonably requested by the Administrative Agent; and

(v)                                 the Borrower shall have paid all fees and expenses owing to the Agents and the Lenders in respect of such Incremental Commitments.

(c)                                  On any Increased Amount Date on which any Incremental Commitments become effective, subject to the satisfaction of the foregoing terms and conditions, (i) each applicable Incremental Lender shall make a Loan to the Borrower (an “Incremental Loan”) in an amount equal to its Incremental Commitment and (ii) each Incremental Lender shall become a Lender hereunder with respect to the Incremental Commitment and the Incremental Loans made pursuant thereto.

(d)                                 The terms and provisions of the Incremental Loans and Incremental Commitments shall be, except as otherwise set forth herein or in the Incremental Amendment, identical to the then existing Loans.  In any case, (i) the Weighted Average Life to Maturity of all Incremental Loans shall be no shorter than the Weighted Average Life to Maturity of the then existing Loans, (ii) the applicable Incremental Loan Maturity Date shall be no earlier than the Latest Maturity Date at such time; provided, that at no time shall the Loans (including Incremental Loans) have more than five different maturity dates, (iii) all Incremental Loans shall rank pari passu in right of payment and with respect to security with the then existing Loans, (iv) all Incremental Loans shall be guaranteed by the Loan Parties and be secured by a lien on any property or asset that secures the then existing Loans, (v) the interest margins applicable to the Incremental Loans shall be determined by the Borrower and the applicable Incremental Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that if the All-In Yield applicable to such Incremental Loans shall be greater than the applicable All-In Yield payable on any other Class of Loans pursuant to the terms of this Agreement as amended through the date of such calculation by more than 50 basis points per annum (the amount of such excess, the “Yield Differential”), then the interest rate (together with, as provided in the proviso below, the Eurocurrency or Alternate Base Rate floor) with respect to each such Class of Loans shall be increased by the applicable Yield Differential; provided, further, that, if any Incremental Loans include a Eurocurrency or Alternate Base Rate floor that is greater than the Eurocurrency or Alternate Base Rate floor applicable to any existing Class of Loans such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause (v), but only to the extent an increase in the Eurocurrency or Alternate Base Rate floor applicable to the existing Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Eurocurrency and Alternate Base Rate floors (but not the applicable rate unless otherwise required to be adjusted pursuant to this Section 2.17(d)) applicable to the applicable existing Loans shall be increased to the extent of such differential between interest rate floors, (vi) any Incremental Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory repayments or

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prepayments hereunder, as specified in the applicable Incremental Amendment and (vii) to the extent the terms or provisions applicable to any Incremental Loans are inconsistent with the terms and provisions applicable to the then existing Loans (except to the extent permitted by clause (i), (ii), (v) or (vi) above or except for such terms and provisions applicable only to periods after the Latest Maturity Date), they shall be reasonably acceptable to the Administrative Agent.

(e)                                  Incremental Commitments shall be documented pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, amendments to the other Loan Documents to be included in the Incremental Amendment, executed by the Borrower, each Incremental Lender providing such Incremental Commitments and the Administrative Agent.  The Incremental Amendment may, without the consent of any other Loan Party, Agent or Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.17 and the Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents (to be included in the Incremental Amendment) with the Loan Parties as may be necessary in order to establish new tranches or sub-tranches in respect of Loans or Commitments increased or extended pursuant to this Section 2.17 and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this Section 2.17, including any amendments that are not adverse to the interests of any Lender that are made to effectuate changes necessary to enable any Incremental Loans that are intended to be fungible with the Initial Loans to be fungible with such Initial Loans, which shall include any amendments to Section 2.06(a) that do not reduce the ratable amortization received by each Lender thereunder.  The Borrower will use the proceeds of the Incremental Loans for any purpose not prohibited by this Agreement.  No Lender shall be obligated to provide any Incremental Loans.

SECTION 2.18                                 Refinancing Amendments.  (a) On one or more occasions after the Acquisition Effective Date, the Borrower may obtain Permitted Pari Passu Refinancing Loans in respect of all or any portion of the Loans pursuant to a Refinancing Amendment in accordance with this Section 2.18 from any Eligible Assignee that agrees to provide any portion of such Refinancing Loans (which may include any then existing Lender hereunder); provided that the Administrative Agent shall have consented (such consent not to be unreasonably withheld or delayed) to such Person’s making such Refinancing Loans to the extent such consent, if any, would be required under Section 9.04 for an assignment of Loans to such Person.

(b)                                 The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the following conditions:

(i)                                     no Default or Event of Default shall exist immediately prior to or after the incurrence of such Refinancing Loans;

(ii)                                  each of the representations and warranties of the Borrower set forth in this Agreement shall be true and correct in all material respects on and as of the date of effectiveness of such Refinancing Amendment with the same effect as though made on and as of the date of the effectiveness of such Refinancing Amendment, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier

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date); provided that any representation and warranty qualified by “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects;

(iii)                               at no time shall the Loans (including Refinancing Loans) have more than five different maturity dates;

(iv)                              the Administrative Agent shall have received a fully executed and delivered Borrowing Request in accordance with the requirements hereof; and

(v)                                 to the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received any document reasonably requested by the Administrative Agent in connection with any such transaction, including (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents (including, for the avoidance of doubt, any Mortgage) as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents.

(c)                                  Any Refinancing Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, as specified in the applicable Refinancing Amendment.

(d)                                 Each extension of Permitted Pari Passu Refinancing Loans under Section 2.18(a) shall be in an aggregate principal amount that is (x) not less than $25,000,000 and (y) an integral multiple of $10,000,000 in excess thereof.

(e)                                  Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any Lender (other than the Lenders providing the Refinancing Loans), to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Permitted Pari Passu Refinancing Loans incurred pursuant thereto and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.18, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment.  No Lender shall be obligated to provide any Refinancing Loans.

SECTION 2.19                                 Extension of Loans.

(a)                                 Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, a “Extension Offer”) made from time to time by the Borrower to all Lenders of a Class of Loans with the same Maturity Date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Loans of such Class with the same Maturity Date) and on the same terms to each such Lender, the Borrower may from time to time, with the consent of any Lender that shall have accepted such Extension Offer, extend the Maturity Date of the Loans of each such Lender and otherwise

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modify the terms of such Loans pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Loans and/or modifying the amortization schedule in respect of such Loans) (each, an “Extension” and any Loans extended thereby, a “Extension Series”), so long as the following terms are satisfied:

(i)                                     no Default or Event of Default shall exist at the time the notice in respect of an Extension Offer is delivered to the Lenders, and no Default or Event of Default shall exist immediately prior to or after giving effect to the effectiveness of any Extended Loans;

(ii)                                  except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to Section 2.19(a)(iii), Section 2.19(a)(iv) and Section 2.19(a)(vi), be determined by the Borrower and set forth in the relevant Extension Offer), the Loans of any Lender that agrees to an Extension with respect to such Loans (each, an “Extending Lender”) extended pursuant to any Extension (“Extended Loans”) shall have terms no more favorable in any material respect, taken as a whole, to any Extending Lender than the terms of the Class of Loans subject to such Extension Offer (except for covenants or other provisions applicable only to periods after the Latest Maturity Date at the time of incurrence of such Extended Loans);

(iii)                               the final maturity date of any Extended Loans shall be no earlier than the then Latest Maturity Date and the amortization schedule applicable to Loans pursuant to Section 2.6(a) for periods prior to the Maturity Date of the Initial Loans may not be increased;

(iv)                              the Weighted Average Life to Maturity of any Extended Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Loans extended thereby;

(v)                                 at no time shall the Loans (including Extended Loans) have more than five different maturity dates;

(vi)                              any Extended Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, as specified in the applicable Extension Offer;

(vii)                           if the aggregate principal amount of Loans (calculated on the face amount thereof) in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Loans (calculated on the face amount thereof) offered to be extended by the Borrower pursuant to such Extension Offer, then the Loans of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer;

(viii)                        any Extended Loans shall be permitted by the terms of the Intercreditor Agreements (to the extent any Intercreditor Agreement is then in effect);

(ix)                              any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower; and

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(x)                                 all documentation in respect of such Extension shall be consistent with the foregoing.

(b)                                 With respect to all Extensions consummated by the Borrower pursuant to this Section 2.19, (i) such Extensions shall not constitute voluntary or mandatory prepayments for purposes of Section 2.07 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment; provided that the Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such Extension that a minimum amount (to be determined in the Borrower’s sole discretion and specified in the relevant Extension Offer, but in no event less than $25,000,000 or such lesser amount as may be agreed by the Administrative Agent) of Loans of any or all applicable Classes be extended.  The Administrative Agent and the Lenders hereby consent to the Extensions and other transactions contemplated by this Section 2.19 and hereby waive the requirements of any provision of this Agreement (including, without limitation, Section 2.14 or any other pro rata payment section) or any other Loan Document that may otherwise prohibit or restrict any such Extension or any other transaction contemplated by this Section 2.19.

(c)                                  Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended to give effect to each Extension (an “Extension Amendment”), without the consent of any Lenders other than extending Lenders, to the extent (but only to the extent) necessary to (A) reflect the existence and terms of the Extended Loans incurred pursuant thereto, (B) modify the scheduled repayments set forth in Section 2.06(a) with respect to any Class of Loans subject to an Extension and (C) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.19, and the Lenders hereby expressly and irrevocably, for the benefit of all parties hereto, authorize the Administrative Agent to enter into any such Extension Amendment.  Without limiting the foregoing, in connection with any Extension, the respective Loan Parties shall (at their expense) deliver to the Collateral Agent such amendments to the Collateral Documents as may be reasonably requested by the Collateral Agent in order to ensure that such Extended Loans are provided with the benefit of the applicable Loan Documents, including, as applicable, such amendments to any Mortgage that has a maturity date prior to the then Latest Maturity Date so that such maturity date is extended to the Latest Maturity Date after giving effect to such Extension (or such later date as may be advised by local counsel to the Collateral Agent).

(d)                                 In connection with any Extension, the Borrower shall provide the Administrative Agent at least 10 Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.19.

ARTICLE III

Representations and Warranties

To induce the Agents and the Lenders to enter into this Agreement and to make the Credit Extensions hereunder, (x) on the Closing Date, the Escrow Borrower represents and warrants to the Agents and the Lenders solely with respect to each Specified Representation and solely with respect to Staples and the Escrow Borrower, and (y) on the Acquisition Effective Date and on the date of each other

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Credit Extension (excluding, for the avoidance of doubt, the Closing Date), the Borrower represents and warrants to the Agents and the Lenders that:

SECTION 3.01                                 Organization; Powers.  Each of the Loan Parties is duly organized or incorporated and validly existing under the laws of the jurisdiction of its organization or incorporation, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

SECTION 3.02                                 Authorization; Enforceability.  The Transactions to be consummated on the Closing Date are within the Escrow Borrower’s organizational powers and have been duly authorized by all necessary organizational actions and, if required, actions by equity holders.  The Transactions to be consummated on the Acquisition Effective Date are within each Loan Party’s organizational powers and have been duly authorized by all necessary organizational actions and, if required, actions by equity holders.  The Loan Documents to which each Loan Party is a party have been duly executed and delivered by such Loan Party and constitute a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, examination, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

SECTION 3.03                                 Governmental Approvals; No Conflicts.  The entry into of this Agreement, the Escrow Agreement and any applicable Loan Documents on the Closing Date and the initial borrowing hereunder on the Closing Date (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect as of the Acquisition Effective Date, or except to the extent that the failure to make or obtain the same would not reasonably be expected to result in a Material Adverse Effect and except for filings necessary to perfect Liens created pursuant to the Loan Documents, (b) will not violate any Requirement of Law applicable to the Escrow Borrower, which would reasonably be expected to result in a Material Adverse Effect, (c) will not violate or result in a default under the Escrow Borrower’s Organizational Documents or the 2018 Notes, the 2023 Notes and the 2018 and 2023 Notes Indenture, require any consent or approval thereunder, or give rise to a right thereunder to require any payment to be made by the Escrow Borrower, and (d) will not result in the creation or imposition of any Lien on any asset of the Escrow Borrower, except Liens created pursuant to the Loan Documents.  The Transactions to be consummated on the Acquisition Effective Date (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect as of the Acquisition Effective Date, or except to the extent that the failure to make or obtain the same would not reasonably be expected to result in a Material Adverse Effect and except for filings necessary to perfect Liens created pursuant to the Loan Documents, (b) will not violate any Requirement of Law applicable to the Borrower or any of its Restricted Subsidiaries, which would reasonably be expected to result in a Material Adverse Effect, (c) will not violate or result in a default under the Borrower’s or any Restricted Subsidiary’s Organizational Documents or the 2018 Notes, the 2023 Notes and the 2018 and 2023 Notes Indenture, require any consent or approval thereunder, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Restricted Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Restricted Subsidiaries, except Liens created pursuant to the Loan Documents and the ABL Documents.

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SECTION 3.04                                 Financial Condition; No Material Adverse Change.  (a) The Borrower has heretofore furnished to the Administrative Agent (A) the consolidated balance sheet and statements of income, stockholders equity and cash flows of Staples (i) as of and for the fiscal years ended February 2, 2013, February 1, 2014 and January 31, 2015, reported on by Ernst & Young LLP, a registered public accounting firm, and (ii) as of and for the last day of, and for the most recently completed fiscal quarter (other than the fourth fiscal quarter) of Staples ended after the last fiscal year for which financial statements have been provided pursuant to clause (A)(i) above and ended at least 45 days before the Closing Date, certified by Staples’ chief financial officer and (B) the Target’s consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal years ended December 29, 2012, December 28, 2013 and December 27, 2014, reported on by Deloitte & Touche LLP, a registered public accounting firm, and (ii) as of and for the last day of, and for the most recently completed fiscal quarter (other than the fourth fiscal quarter) of the Target ended after the last fiscal year for which financial statements have been provided pursuant to clause (B)(i) above and ended at least 45 days before the Closing Date.  Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of, with respect to the financial statements referred to in clause (A) above, Staples and its consolidated Subsidiaries and, with respect to the financial statements referred to in clause (B) above, the Target and its consolidated Subsidiaries, in each case as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clauses (A)(ii) and (B)(ii) above.

(b)                                 The Borrower has heretofore furnished to the Lenders a pro forma consolidated balance sheet and related pro forma statement of income of Staples and its consolidated Subsidiaries as of, and for the twelve-month period ending on, the last day of the most recently completed financial statements delivered pursuant to Sections 3.04(a)(A)(i) and 3.04(a)(B)(i), prepared after giving effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such income statements) which need not be prepared in compliance with Regulation S-X of the Securities Act of 1933, as amended, or include adjustments for purchase accounting (including adjustments of the type contemplated by Financial Accounting Standards Board Accounting Standards Codification 805, Business Combinations (formerly SFAS 141R)) (the “Pro Forma Financial Statements”).  The Pro Forma Financial Statements (A) have been prepared in good faith by Staples based upon (i) the assumptions stated therein (which assumptions are believed by it on the date of delivery thereof and on the Closing Date to be reasonable), (ii) accounting principles consistent with the financial statements delivered pursuant to Sections 3.04(a)(A)(i) and 3.04(a)(B)(i), and (B) present fairly in all material respects the pro forma consolidated financial position and results of operations of Staples as of such date and for such periods, assuming that the Transactions had occurred at such dates.

(c)                                  No event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since January 31, 2015.

SECTION 3.05                                 Properties.  (a)  Each of Staples and its Restricted Subsidiaries has good and indefeasible title to, or valid leasehold interests in, all its real and personal property, free of all Liens other than Permitted Liens, except would not reasonably be expected to result in a Material Adverse Effect.  Except as disclosed by Staples to the Administrative Agent in writing prior to the Acquisition Effective Date, neither Staples nor any of its Restricted Subsidiaries has received any notice of, nor has any knowledge of, any pending or contemplated condemnation proceeding affecting any Material Real Property.  Except as disclosed by Staples to the Administrative Agent in writing on or prior to the Acquisition Effective Date, neither Staples nor or any of its Restricted Subsidiaries is obligated under any

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right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any Material Real Property.

(b)                                 Each of Staples and its Restricted Subsidiaries owns, or is licensed to use, all material Intellectual Property that is necessary to its business as currently conducted and the use thereof by Staples and its Restricted Subsidiaries does not infringe in any material respect upon the rights of any other Person except, in each case, where the failure thereof would not reasonably be expected to result in a Material Adverse Effect.

SECTION 3.06                                 Litigation and Environmental Matters.  (a)  There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Party, threatened against or affecting (i) Staples or any of its Restricted Subsidiaries or the Transactions that would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) this Agreement that would adversely affect the Lenders, the Arrangers or the Agents named herein, in any material respect, it being acknowledged that the existence of an appeal by the Federal Trade Commission of an order permitting the Acquisition shall not, in and of itself, constitute a Material Adverse Effect or adversely affect the Lenders, the Arrangers or the Agents (provided that such acknowledgment shall not extend to any results of any such appeal or the effect thereof on the Borrower, its Restricted Subsidiaries or the Lenders, Arrangers or Agents).

(b)                                 (i) Neither the Borrower nor any of its Restricted Subsidiaries is subject to any pending or, to the knowledge of any Loan Party, threatened claim with respect to any Environmental Liability or knows of any basis for any Environmental Liability and (ii) neither the Borrower nor any of its Restricted Subsidiaries (1) has failed to comply with any applicable Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law or (2) has become subject to any Environmental Liability or has knowledge of any existing facts or circumstances that are reasonably likely to form the basis for any such Environmental Liability, except, in each of clause (i) and (ii), where the same would not reasonably be expected to result in a Material Adverse Effect.

SECTION 3.07                                 Compliance with Laws, Organizational Documents and Agreements.  (a)  Each of Staples and its Restricted Subsidiaries is in compliance with all Requirements of Law applicable to it or its property, its Organizational Documents and all indentures, agreements and other instruments binding upon it or its property, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

(b)                                 None of Staples, any of its Restricted Subsidiaries or the Escrow Borrower is engaged principally, or as one of its important activities, in the business of purchasing or carrying Margin Stock, or extending credit for the purpose of purchasing or carrying Margin Stock.

SECTION 3.08                                 Investment Company Status.  Neither the Borrower nor any of its Restricted Subsidiaries is (a) an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940 or (b) subject to regulation under the Federal Power Act, any public utilities code or any other Requirement of Law regarding its authority to incur Indebtedness.

SECTION 3.09                                 Taxes.  Each of Staples and its Restricted Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid

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all Taxes required to have been paid by it, except (i) where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect or (ii) for Taxes that are being contested in good faith by appropriate proceedings and for which Staples or such Restricted Subsidiary, as applicable, has set aside on its books adequate reserves.  No tax liens have been filed and no claims are being asserted with respect to any such Taxes, other than (i) liens or claims that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect or (ii) claims for Taxes that are being contested in good faith by appropriate proceedings and for which Staples or such Restricted Subsidiary, as applicable, has set aside on its books adequate reserves.  Staples is not resident for Tax purposes in any jurisdiction outside of the United States.

SECTION 3.10                                 ERISA; Benefit Plans.  No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect.  Each Loan Party and ERISA Affiliate is in compliance with the applicable provisions of ERISA, the Code and any other federal, state or local laws relating to the Plans, and with all regulations and published interpretations thereunder, except as could not reasonably be expected to result in a Material Adverse Effect.  Except as could not reasonably be expected to result in a Material Adverse Effect, the present value of all accumulated benefit obligations under each Plan that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of such Plan.

SECTION 3.11                                 Disclosure.  Neither the Confidential Information Memorandum nor any of the other written reports, financial statements, certificates or other written information furnished by or on behalf of Staples or any Loan Party to the Administrative Agent or any Lender in connection with the negotiation of this Agreement or any other Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, and taken as a whole, not materially misleading; provided that, with respect to projected financial information so furnished (as modified or supplemented by other information so furnished), the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time furnished and as of the Acquisition Effective Date, it being understood that such projections and forward-looking statements are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such information may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized.

SECTION 3.12                                 No Default.  Neither Staples nor any of its Restricted Subsidiaries is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound in any respect that could reasonably be expected to have a Material Adverse Effect.  No Default or Event of Default has occurred and is continuing.

SECTION 3.13                                 Solvency.  Immediately after the entry into of this Agreement, the Escrow Agreement and any applicable Loan Documents on the Closing Date and the initial borrowing hereunder on the Closing Date, (i) each of the Fair Value and the Present Fair Salable Value of the assets of Staples and the Escrow Borrower on a consolidated basis will exceed the Stated Liabilities and Identified Contingent Liabilities; (ii) Staples and the Escrow Borrower on a consolidated basis will not have

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Unreasonably Small Capital; and (iii) Staples and the Escrow Borrower on a consolidated basis will be able to pay its Stated Liabilities and Identified Contingent Liabilities as they mature.  Immediately after the consummation of the Transactions to occur on the Acquisition Effective Date, (i) each of the Fair Value and the Present Fair Salable Value of the assets of Staples and its Restricted Subsidiaries taken as a whole will exceed their Stated Liabilities and Identified Contingent Liabilities; (ii) Staples and its Restricted Subsidiaries taken as a whole will not have Unreasonably Small Capital; and (iii) Staples and its Restricted Subsidiaries taken as a whole will be able to pay their Stated Liabilities and Identified Contingent Liabilities as they mature.

SECTION 3.14                                 Insurance.  Staples has provided to the Administrative Agent a description of all insurance expected to be maintained by or on behalf of the Loan Parties as of the Acquisition Effective Date.  As of the Acquisition Effective Date, all premiums in respect of such insurance shall have been paid (other than premiums paid in installments, which are current).  Each of Staples and its Restricted Subsidiaries is insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which it is engaged.  Neither Staples nor any of its Restricted Subsidiaries has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers.

SECTION 3.15                                 Capitalization and Subsidiaries.  All of the issued and outstanding Equity Interests owned by any Loan Party in its Subsidiaries has been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized and issued and is fully paid and non-assessable.

SECTION 3.16                                 Security Interest in Collateral.  As of the Closing Date, the provisions of the Escrow Agreement create a legal, valid and perfected security interest and Lien on the Escrow Property in favor of the Collateral Agent, for the benefit of the Secured Parties (to the extent that such Liens can be created under the UCC), and having priority (subject to Permitted Liens to the extent any such Permitted Liens would have priority over the Liens in favor of the Collateral Agent by operation of any applicable law) over all other Liens on the Collateral.  As of the Acquisition Effective Date, the provisions of this Agreement and the other Loan Documents create legal and valid Liens on all the Collateral in favor of the Collateral Agent, for the benefit of the Secured Parties (with respect to personal property, to the extent that such Liens can be created under the UCC), and upon filing of UCC financing statements and the taking of actions or making of filings required for perfection under the laws of the relevant Collateral Documents, as necessary, and, if applicable, the taking of actions or making of filings with respect to Intellectual Property registrations or applications issued or pending, such Liens constitute perfected and continuing Liens on the Collateral (with respect to personal property, to the extent that such Liens can be perfected under the UCC), securing the Secured Obligations, enforceable against the applicable Loan Party and all third parties, and having priority (subject to (x) Permitted Liens to the extent any such Permitted Liens would have priority over the Liens in favor of the Collateral Agent by operation of any applicable law and (y) liens subject to the Intercreditor Agreements, which will be subject to the provisions thereof and have only the priority set forth therein) over all other Liens on the Collateral.

SECTION 3.17                                 Employment Matters.  As of Acquisition Effective Date, there are no strikes, lockouts or slowdowns, and no unfair labor practice charges, against Staples or its Restricted Subsidiaries pending or, to the knowledge of the Loan Parties, threatened, in each case, that could be reasonably expected to result in a Material Adverse Effect.  The terms and conditions of employment, hours worked by and payments made to employees of Staples and its Restricted Subsidiaries have not been in violation

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of the Fair Labor Standards Act, or any other applicable federal, provincial, territorial, state, local or foreign law dealing with such matters, in each case, except as could not reasonably be expected to have a Material Adverse Effect.  All material payments due from Staples or any of its Restricted Subsidiaries, or for which any claim may be made against Staples or any of its Restricted Subsidiaries, on account of wages, vacation pay and employee health and welfare insurance and other benefits, have been paid or accrued as a liability on the books of Staples or such Restricted Subsidiary.

SECTION 3.18                                 Anti-Corruption Laws and Sanctions.  Staples has implemented and maintains in effect policies and procedures designed to ensure compliance by Staples, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and Staples, its Subsidiaries and their respective officers and employees, and to the knowledge of Staples and its Subsidiaries, their directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects and are not knowingly engaged in any activity that would reasonably be expected to result in Staples being designated as a Sanctioned Person.  None of (a) the Staples, any Subsidiary or any of their respective directors, officers or employees, or (b) to the knowledge of Staples, any agent of Staples or any Subsidiary that will act in any capacity in connection with or benefit from the Facilities established hereby, is a Sanctioned Person.  No Loan, use of proceeds thereof or other transaction contemplated by this Agreement will violate Anti-Corruption Laws or applicable Sanctions.

SECTION 3.19                                 PATRIOT Act.  To the extent applicable, each Loan Party is in compliance, in all material respects, with (i) the Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and (ii) the PATRIOT Act.

SECTION 3.20                                 Escrow Borrower.  The Escrow Borrower is a Delaware limited liability company, formed on January 11, 2016 and is a wholly-owned direct or indirect Subsidiary of Staples, formed by or on behalf of Staples for the purpose of borrowing the Initial Loans to be held pursuant to the Escrow Agreement and used in connection with the consummation of the Acquisition.  On and prior to the date hereof, the Escrow Borrower did not have and currently does not have any assets or liabilities, did not and is not currently engaged in any material business, has not made any investment, paid any dividend or distribution, permitted any Lien to exist on its property or assets or become obligated in respect of any Indebtedness, other than (a) the Initial Loans and other Obligations under this Agreement, the Escrow Agreement and the documents, instruments and agreements executed in connection herewith and therewith (and Liens on the Escrow Account and Escrow Property pursuant to the Escrow Agreement), (b) activities undertaken in connection with its formation and maintenance of existence, and (c) with respect to clauses (a) and (b), other activities reasonably related or incidental thereto.  The Escrow Borrower has not had and currently does not have any Subsidiaries.

SECTION 3.21                                 EEA Financial Institutions. No Loan Party is an EEA Financial Institution.

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ARTICLE IV

Conditions

SECTION 4.01                                 Conditions to Closing Date.  The obligation of each Lender to make an Initial Loan on the Closing Date is subject to the satisfaction or waiver (in accordance with Section 9.02) of the following conditions on or before the Closing Date:

(a)                                 The Administrative Agent shall have received each of (i) this Agreement executed and delivered by an Authorized Officer of the Escrow Borrower, the Administrative Agent, the Collateral Agent and each Lender, (ii) a Note executed and delivered by an Authorized Officer of the Escrow Borrower in favor of each Lender that has requested a Note at least two Business Days prior to the Closing Date and (iii) the Escrow Agreement, executed and delivered by an Authorized Officer of each party thereto.

(b)                                 The security interests created pursuant to the Escrow Agreement shall be effective and the Collateral Agent shall hold a valid and perfected security interest in the Escrow Account and the Escrow Property securing the Obligations, as of the date that the Initial Deposit (as defined in the Escrow Agreement) is deposited into the Escrow Account.

(c)                                  The Collateral Agent shall have received a Perfection Certificate with respect to the Escrow Borrower dated as of the Closing Date, executed by an Authorized Officer thereof, together with all attachments contemplated thereby.

(d)                                 The Lenders, the Arrangers and the Agents shall have received or, simultaneously with the funding of the Initial Loans, will receive, all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced at least two Business Days prior to the Closing Date, reimbursement or payment of all out-of-pocket expenses (including reasonable fees, disbursements and other charges of counsel) required to be reimbursed or paid under any Loan Document or any other agreement.

(e)                                  The Administrative Agent shall have received a solvency certificate substantially in the form attached hereto as Exhibit G-1 with respect to Staples and the Escrow Borrower, dated the Closing Date and signed by the chief financial officer of Staples.

(f)                                   The Administrative Agent shall have received a certificate of the secretary, assistant secretary or other Authorized Officer of each of the Escrow Borrower and Staples dated the Closing Date, attaching the following:

(i)                                     copies of the Organizational Documents of such Person (including each amendment thereto), certified (as of a date reasonably near the Closing Date) as being a true and correct copy thereof by the Secretary of State or other applicable Governmental Authority of the jurisdiction in which such Person is organized;

(ii)                                  a copy of resolutions duly adopted by the board of directors or similar governing body of such Person approving and authorizing the execution, delivery and performance of this Agreement, the Escrow Agreement (in the case of the Escrow Borrower) and

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any other document, instrument and agreement to which it is a party relating thereto, and the consummation of the applicable Transactions on such date, together with specimen signatures of the Persons authorized to execute the Loan Documents on such Person’s behalf, certified as being true and correct and in full force and effect;

(iii)                               a certificate of another officer as to the incumbency and specimen signature of the secretary, assistant secretary or other Authorized Officer executing the certificate pursuant to clause (ii) above; and

(iv)                              a copy of the certificate of good standing of such Person from the Secretary of State or other applicable Governmental Authority of the jurisdiction in which such Person is organized (dated as of a date reasonably near the Closing Date).

(g)                                  The Administrative Agent shall have received the legal opinion of Wilmer Cutler Pickering Hale and Dorr LLP, special counsel to the Escrow Borrower; dated as of the Closing Date, addressed to the Administrative Agent, the Collateral Agent and the Lenders, covering such matters relating to the Loan Documents and the Transactions to be consummated on the Closing Date as the Administrative Agent may reasonably require.  The Borrower hereby instructs such counsel to deliver such opinions to the Administrative Agent, the Collateral Agent and the Lenders.

(h)                                 At least three Business Days prior to the Closing Date, the Administrative Agent, the Collateral Agent and the Lenders shall have received all documentation and other information required by bank regulatory authorities or reasonably requested by any Agent or any Lender under or in respect of applicable “know-your-customer” and anti-money laundering rules and regulations, including the PATRIOT Act, that was requested at least 10 Business Days prior to the Closing Date.

(i)                                     Each of the Specified Representations and the representations and warranties contained in Section 3.20 shall be true and correct in all material respects on and as of the Closing Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); provided that any representation and warranty qualified by “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects.

(j)                                    The Administrative Agent shall have received a fully executed and delivered Borrowing Request in accordance with the requirements hereof, and the proceeds of the Initial Loans shall be funded into the Escrow Account in accordance with the terms of the Escrow Agreement.

SECTION 4.02                                 Conditions to Release from Escrow.  The release of the Escrow Property from the Escrow Account to (or as directed by) Staples or the Escrow Borrower on the Acquisition Effective Date is subject to the satisfaction or waiver (in accordance with Section 9.02) of the following additional conditions on or prior to the Escrow Conditions Deadline (such conditions, the “Escrow Conditions”):

(a)                                 The Acquisition will be consummated, substantially concurrently with the release of the Escrow Property, on substantially the terms of the Acquisition Agreement without giving effect to any amendments, modifications, supplements, consents or waivers by Staples thereto (other than such amendments, modifications, supplements, consents or waivers by Staples of any term thereof that are not

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materially adverse to any interest of the Lenders) unless consented to by the Arrangers (it being understood that (i) any amendment, modification, supplement, consent or waiver by Staples to the definition of “Material Adverse Effect” or the “Xerox” provisions in Sections 8.5(b), 8.6, 8.11, the last sentence of 8.12 and the last sentence of 8.14 of the Acquisition Agreement shall be deemed to be materially adverse and (ii) any amendment, modification, supplement, consent or waiver by Staples that results in a decrease of up to 15% of the Cash Consideration (as defined in the Acquisition Agreement) shall not be deemed to be materially adverse so long as the Initial Loans are prepaid (upon release from the Escrow Account on the Acquisition Effective Date) in an amount equal to the amount of any such decrease).

(b)                                 The Refinancing Transactions will be consummated prior to or substantially concurrently with the release of the Escrow Property, and the Administrative Agent shall have received the ABL Intercreditor Agreement, executed and delivered by an Authorized Officer of each party thereto.

(c)                                  (A) Staples shall have executed and delivered a Borrower Assumption Agreement, (B) Staples and each Restricted Subsidiary of Staples (other than any Immaterial Subsidiary or any Excluded Foreign Subsidiary) shall have executed and delivered the Guarantee and Collateral Agreement, (C) Staples shall have delivered (as part of the Perfection Certificates) a correct and complete list of the name and jurisdiction of each and all of Staples’ Subsidiaries (completed on a pro forma basis giving effect to the Transactions), (D) each of Staples and the Target shall have executed and delivered a Perfection Certificate dated as of the Acquisition Effective Date, and (E) with respect to the Collateral:

(i)                                     the Collateral Agent shall have received, subject to the terms of the ABL Intercreditor Agreement, and unless otherwise agreed by the Collateral Agent (I) all certificates representing Equity Interests pledged under the Guarantee and Collateral Agreement to the extent certificated, accompanied by undated instruments of transfer or stock powers endorsed in blank, (II) the Subordinated Intercompany Note executed by the parties thereto accompanied by an undated instrument of transfer duly executed in blank and satisfactory to the Collateral Agent, (III) an Acknowledgment and Consent, substantially in the form of Exhibit D to the Guarantee and Collateral Agreement, duly executed by any issuer of Equity Interests pledged pursuant to the Guarantee and Collateral Agreement that is not itself a party to the Guarantee and Collateral Agreement and (IV) each promissory note pledged under the Guarantee and Collateral Agreement, duly executed (without recourse), in blank or accompanied by an undated instrument of transfer duly executed in blank and satisfactory to the Collateral Agent;

(ii)                                  all UCC or other applicable personal property and financing statements reasonably requested by the Collateral Agent to be filed, registered or recorded to perfect the Liens intended to be created by any Collateral Document shall have been delivered to the Collateral Agent for filing, registration or recording; and

(d)                                 The Administrative Agent shall have received a certificate of the secretary, assistant secretary or other Authorized Officer of each Loan Party dated the Acquisition Effective Date, substantially in the form delivered by the Escrow Borrower to the Administrative Agent on the Closing Date, and with appropriate resolutions relating to the applicable Transactions.

(e)                                  The Administrative Agent shall have received the Pro Forma Financial Statements and the financial statements described in Section 3.04(a).

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(f)                                   The Administrative Agent shall have received a solvency certificate substantially in the form attached hereto as Exhibit G-2 with respect to Staples and its Restricted Subsidiaries, dated the Acquisition Effective Date (after giving effect to the Transactions) and signed by the chief financial officer of Staples.

(g)                                  The Administrative Agent shall have received the legal opinions of Wilmer Cutler Pickering Hale and Dorr LLP, special counsel to the Loan Parties, and other firms of counsel to the Loan Parties that are reasonably acceptable to the Administrative Agent, each (a) dated as of the Acquisition Effective Date, (b) addressed to the Administrative Agent, the Collateral Agent and the Lenders and (c) covering such matters relating to the Loan Documents and the Transactions as the Administrative Agent may reasonably require.  The Borrower hereby instructs such counsel to deliver such opinions to the Administrative Agent, the Collateral Agent and the Lenders.

(h)                                 (A) Since September 27, 2014 through the date of the Acquisition Agreement, there not having been any Events that would, individually or in the aggregate, reasonably be expected to have an Acquisition Date Material Adverse Effect; provided that this clause (A) is qualified in its entirety by reference to (1) the information disclosed by the Target in any Company SEC Document (as defined in the Acquisition Agreement as in effect on February 4, 2015) filed under Sections 13(a), 14(a) or 15(d) of the Exchange Act (as defined in the Acquisition Agreement as in effect on February 4, 2015) during the period from December 31, 2013 through the Business Day (as defined in the Acquisition Agreement as in effect on February 4, 2015) prior to the date of the Acquisition Agreement (other than in any risk factor or other cautionary or forward-looking disclosure contained in such Company SEC Document) and (2) the exceptions set forth in the Company Disclosure Schedule (as defined in the Acquisition Agreement as in effect on February 4, 2015); it being understood and agreed that each exception set forth in the Company Disclosure Schedule shall qualify such condition to the extent such exception is specifically identified as being disclosed under Section 3.6 of the Acquisition Agreement or such exception is disclosed with reference to any other section of the Acquisition Agreement and it is reasonably apparent on the face of such disclosure that it relates to such Section 3.6, and (B) since the date of the Acquisition Agreement, there shall not have occurred any Events (other than Excluded Company Events (as defined in the Acquisition Agreement as in effect on February 4, 2015)) that, individually or in the aggregate, have had or would reasonably be expected to have an Acquisition Date Material Adverse Effect.

(i)                                     Each of the Specified Representations shall be true and correct in all material respects on and as of the Acquisition Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); provided that any representation and warranty qualified by “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects.  Each of the Acquisition Agreement Representations shall be true and correct in all respects on the Acquisition Effective Date, expect to the extent any such Acquisition Agreement Representation is stated to relate solely to an earlier date, in which case such Acquisition Agreement Representation shall be true and correct as of such earlier date specified in the Acquisition Agreement.

(j)                                    The Lenders, the Arrangers and the Agents shall have received or, substantially concurrently with the release of the Escrow Property, will receive, all fees and other amounts due and payable on or prior to the Acquisition Effective Date, including, to the extent invoiced at least two Business Days prior to the Acquisition Effective Date, reimbursement or payment of all out-of-pocket

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expenses (including reasonable fees, disbursements and other charges of counsel) required to be reimbursed or paid under any Loan Document or any other agreement.

(k)                                 The Escrow Property will be used in the manner described in Section 5.08.

In connection with any release from the Escrow Account, the conditions set forth in this Section 4.02 will be deemed to have been satisfied upon delivery to the Escrow Agent of a certificate signed by an Authorized Officer of the Escrow Borrower confirming compliance therewith.

Notwithstanding anything in this Agreement, the Escrow Agreement or any Loan Document to the contrary, the only representations and warranties the accuracy of which will constitute Escrow Conditions on the Acquisition Effective Date will be (a) the Acquisition Agreement Representations and (b) the Specified Representations.

ARTICLE V

Affirmative Covenants

Until all Obligations (other than contingent or indemnification obligations not then due) shall have been paid in full in cash and all Commitments (if any) shall have terminated, subject to Article X of this Agreement, the Borrower covenants and agrees with the Agents and the Lenders that:

SECTION 5.01                                 Financial Statements and Other Information.  The Borrower will furnish to the Administrative Agent (with copies to be provided to each Lender by the Administrative Agent):

(a)                                 as soon as available, and in any event within 90 days after the end of each fiscal year of Staples (or, if earlier, within 15 days after the date required to be filed with the SEC, giving effect to any extension permitted by the SEC), (i) its audited consolidated balance sheet and related statements of operations and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year and a management discussion and analysis, discussing and analyzing the results of operations for Staples for such fiscal year (it being understood that the Borrower shall be permitted to satisfy the requirements of this clause (i) by furnishing to the Administrative Agent Staples’ annual report on Form 10-K (or any successor form), and all supplements or amendments thereto, as filed with the SEC) and (ii) with respect to such consolidated financial statements a report thereon by Ernst & Young LLP or another registered public accounting firm of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of Staples and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, accompanied by any management letter prepared by such accountant;

(b)                                 as soon as available, and in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year of Staples (or, if earlier, within 10 days after the date required to be filed with the SEC, giving effect to any extension permitted by the SEC), the consolidated balance sheet and related statements of operations and cash flows of Staples as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of)

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the previous fiscal year and a management discussion and analysis, discussing and analyzing the results of operations for Staples for such fiscal quarter.  The Borrower shall be permitted to satisfy the requirements of this Section 5.01(b) by furnishing to the Administrative Agent Staples’ quarterly report on Form 10-Q (or any successor form), and all supplements or amendments thereto, as filed with the SEC;

(c)                                  concurrently with any delivery of financial statements under clause (a) or (b) above after the Acquisition Effective Date, a certificate of a Financial Officer of the Borrower in substantially the form of Exhibit D (each, a “Compliance Certificate”) (i) certifying, in the case of the financial statements delivered under clause (b), as presenting fairly in all material respects the financial condition and results of operations of Staples and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes, (ii) certifying as to whether a Default or an Event Default has occurred and, if a Default or an Event of Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto and (iii) stating whether any material change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of any material change on the financial statements accompanying such certificate;

(d)                                 concurrently with any required delivery of financial statements under clause (a) above, a copy of the plan and forecast (including a projected consolidated balance sheet, income statement and cash flow statement in form reasonably satisfactory to the Administrative Agent) of Staples for each fiscal quarter of the upcoming fiscal year in form reasonably satisfactory to the Administrative Agent;

(e)                                  concurrently with any delivery of financial statements under clause (a) or (b) above after the Acquisition Effective Date, the related consolidated financial statements reflecting the adjustments to eliminate the accounts of Unrestricted Subsidiaries (if any) from such financial statements referred to in clause (a) or (b); and

(f)                                   promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of Staples or any Subsidiary, or compliance with the terms of this Agreement, or in respect of applicable “know-your-customer” and anti-money laundering rules and regulations (including the PATRIOT Act), as the Administrative Agent, the Collateral Agent or any Lender (through the Administrative Agent) may reasonably request.

The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks, Syndtrak, ClearPar, or a substantially similar electronic transmission system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities, provided, however, that each Public Lender shall identify at least one employee who may receive material non-public information with respect to the Loan Parties or their securities.  The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the

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word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 9.12); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.”  Notwithstanding the foregoing, the Borrower shall be under no obligation to mark any Borrower Materials “PUBLIC.”

SECTION 5.02                                 Notices of Material Events.  To the extent that an Authorized Officer of the Borrower has actual knowledge thereof, the Borrower will furnish to the Administrative Agent (for distribution to the Lenders in accordance with the last paragraph of Section 5.01) prompt written notice of the following:

(a)                                 the occurrence of any Default or Event of Default;

(b)                                 any actual knowledge of the Loan Parties of, or any receipt of any notice of, any governmental investigation or any litigation, arbitration or administrative proceeding (each, an “Action”) commenced or, to the knowledge of any Loan Party, threatened against the Borrower or any of its Restricted Subsidiaries (i) that seeks damages in excess of $75,000,000 (provided that there is a reasonable likelihood that damages in excess of $75,000,000 shall be awarded in connection with such Action), (ii) that seeks injunctive relief (provided that there is a reasonable likelihood that such injunctive relief shall be granted and, if so granted, such injunctive relief would be reasonably likely to have a Material Adverse Effect on any Loan Party’s ability to perform its obligations under the Loan Documents or would have a Material Adverse Effect on the Collateral), (iii) that is asserted or instituted against any Plan, its fiduciaries or its assets (provided that such Action has a reasonable likelihood of success and seeks damages, or would result in liabilities, in excess of $75,000,000), (iv) that alleges criminal misconduct by any Loan Party or any of its Subsidiaries (provided that such criminal misconduct would be reasonably likely to result in a Material Adverse Effect), (v) that alleges or seeks remedies in connection with any Environmental Liabilities (provided that such Action has a reasonable likelihood of success and seeks damages, or would result in liabilities, in excess of $75,000,000) or (vi) by the Borrower or any Restricted Subsidiary that contests any tax, fee, assessment, or other governmental charge in excess of $75,000,000;

(c)                                  any Lien (other than a Permitted Lien) or claim made or asserted against any of the Collateral; provided that such claim or assertion has a reasonable likelihood of success and would reasonably be expected to result in a Material Adverse Effect;

(d)                                 any loss, damage, or destruction to the Collateral in the amount of $75,000,000 or more per occurrence or related occurrences, whether or not covered by insurance;

(e)                                  any and all default notices received under or with respect to any leased location or public warehouse where Collateral with a fair market value in excess of $75,000,000 is located (which

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shall be delivered within 10 Business Days after an Authorized Officer of the Borrower obtains knowledge of the receipt thereof);

(f)                                   the occurrence of any ERISA Event or breach of the representations and warranties in Section 3.10 that, alone or together with any other ERISA Events or breaches of such representations and warranties that have occurred, could reasonably be expected to result in liability of the Loan Parties and their Subsidiaries, whether directly or by virtue of their affiliation with any ERISA Affiliate, in an aggregate amount exceeding $75,000,000;

(g)                                  the Release of any Hazardous Material that is required by any applicable Environmental Law to be reported to a Governmental Authority and which would reasonably be expected to result in any Material Adverse Effect; and

(h)                                 any other development that results in, or would reasonably be expected to result in, a Material Adverse Effect.

Each notice delivered under this Section 5.02 shall be accompanied by a statement of an Authorized Officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

SECTION 5.03                                 Existence; Conduct of Business.  The Borrower will, and will cause each of its Restricted Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and, except where any of the following could not reasonably be expected to result in a Material Adverse Effect, the rights, qualifications, licenses, permits, franchises, governmental authorizations, Intellectual Property rights, licenses and permits used or useful in the conduct of its business, and maintain all requisite authority to conduct its business in each jurisdiction in which its business is conducted; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03.

SECTION 5.04                                 Payment of Tax Obligations.  The Borrower will, and will cause each of its Restricted Subsidiaries to, pay or discharge all material Taxes, before the same shall become delinquent or in default, except where (i) (a) the validity or amount thereof is being contested in good faith by appropriate proceedings and (b) the Borrower or such Restricted Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP or (ii) the failure to make payment would not reasonably be expected to result in a Material Adverse Effect.

SECTION 5.05                                 Maintenance of Properties.  The Borrower will, and will cause each of its Restricted Subsidiaries to, keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

SECTION 5.06                                 Books and Records; Inspection Rights.  The Borrower will, and will cause each of its Restricted Subsidiaries to, (a) keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities and (b) on one occasion per calendar year permit any representatives designated by the Administrative Agent or the Collateral Agent (including employees of the Administrative Agent, the Collateral Agent or any consultants, accountants and lawyers retained by the Administrative Agent or the Collateral Agent), upon

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reasonable prior notice, to visit and inspect its properties and to examine and make extracts from its books and records, and the Borrower or the applicable Restricted Subsidiary will make its officers and independent accountants available to discuss its affairs, finances and condition with such representatives, all at such reasonable times as are requested; provided, however, that if an Event of Default has occurred and is continuing, there shall be no limitation on the number of such site visits and inspections.  For purposes of this Section 5.06, it is understood and agreed that a single site visit and inspection may consist of examinations conducted at multiple relevant sites and involve one or more relevant Loan Parties and their assets.  All such site visits and inspections shall be at the sole expense of the Loan Parties.  The Borrower acknowledges that the Administrative Agent and the Collateral Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain reports pertaining to the Loan Parties’ and their respective Subsidiaries assets for internal use by the Administrative Agent, the Collateral Agent and the Lenders.

SECTION 5.07                                 Compliance with Laws.  (a)  The Borrower will, and will cause each of its Restricted Subsidiaries to, comply with all Requirements of Law applicable to it or its property, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

(b)                                 For each existing, or hereafter adopted, Plan and Foreign Plan (together, a “Company Plan”), the Borrower will, and will cause each Restricted Subsidiary to, in a timely fashion comply with and perform in all material respects all of its obligations under and in respect of such Company Plan, including under any funding agreements and all applicable laws and regulatory requirements (whether discretionary or otherwise), except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

(c)                                  All employer or employee payments, contributions or premiums required to be remitted, paid to or in respect of each Company Plan by the Borrower or any Restricted Subsidiary shall be paid or remitted by the Borrower and each Restricted Subsidiary in a timely fashion in accordance with the terms thereof, any funding agreements and all applicable laws, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

(d)                                 The Borrower will, and will cause each Subsidiary Guarantor to, deliver to each Lender (i) if requested by such Lender, copies of each annual and other return, report or valuation with respect to each Company Plan, as filed with any applicable Governmental Authority; (ii) promptly following receipt thereof, copies of any documents described in Sections 101(k) or 101(l) of ERISA that any Loan Party or any ERISA Affiliate may request with respect to any Multiemployer Plan; provided, that if the Loan Parties or any of their ERISA Affiliates have not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, then, upon reasonable request of the Administrative Agent, the Loan Parties and/or their ERISA Affiliates shall promptly make a request for such documents or notices from such administrator or sponsor and the Borrower shall provide copies of such documents and notices to the Administrative Agent (on behalf of each requesting Lender) promptly after receipt thereof; (iii) promptly after receipt thereof, a copy of any material direction, order, notice, ruling or opinion that the Borrower or any Restricted Subsidiary may receive from any applicable Governmental Authority with respect to any Company Plan; (iv) notification within 30 days of any increases having a cost to the Borrower and its Restricted Subsidiaries in excess of $20,000,000 per annum in the aggregate, in benefits, pursuant to amendment, of any existing Company Plan, or the establishment of any new Company Plan, or the commencement of contributions to any such plan to

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which any Loan Party was not previously contributing; and (v) notification within 30 days of any voluntary or involuntary termination of, or participation in, a Company Plan.

(e)                                  The Borrower will, and will cause each of its Restricted Subsidiaries to (i)  be at all times in compliance with all Environmental Laws and (ii) ensure that their assets and operations are in compliance with all Environmental Laws and that no Hazardous Materials are, contrary to any Environmental Laws, Released, generated, used, stored, managed, transported or otherwise dealt with, except, in the case of both subclauses (i) and (ii), where failure to comply with any of the foregoing would not, either singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

SECTION 5.08                                 Use of Proceeds.  The proceeds of the Loans, if released to the Escrow Borrower in accordance with the Escrow Agreement, will be used only (a) together with the proceeds of the ABL Facility, if drawn, and cash on hand at the Borrower, the Target and their respective Subsidiaries, to finance the Transactions and (b) for working capital needs and general corporate purposes.  No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulations T, U and X.

SECTION 5.09                                 Insurance.  The Borrower will, and will cause each of its Restricted Subsidiaries to, maintain with financially sound and reputable (x) carriers having a financial strength rating of at least A- by A.M. Best Company or (y) a captive insurance company subsidiary that is in compliance with all laws and regulatory requirements applicable thereto (a) insurance in such amounts (with no greater risk retention) and against such risks (including loss or damage by fire and loss in transit; theft, burglary, pilferage, larceny, embezzlement, and other criminal activities that are usually and customarily covered under a commercial crime policy; business interruption; and general liability) and such other hazards, as is customarily maintained by companies of established repute engaged in the same or similar businesses operating in the same or similar locations and (b) all insurance required pursuant to the Collateral Documents.  The Borrower will, and will cause each of its Restricted Subsidiaries to, furnish to the Lenders, upon request of the Administrative Agent, information in reasonable detail as to the insurance so maintained.  Without limiting the generality of the foregoing, the Borrower will, and will cause each of its Restricted Subsidiaries to, maintain or cause to be maintained (i) flood insurance that covers each Real Estate Asset subject to a Mortgage that is located in a Flood Zone, in each case in compliance with any applicable regulations of the Board of Governors, (ii) replacement value casualty insurance on the Collateral under such policies of insurance, with such insurance companies, in such amounts, with such deductibles, and covering such risks as are at all times carried or maintained under similar circumstances by Persons of established reputation engaged in similar businesses.  Each such policy of insurance with respect to a Loan Party shall (i) name the Collateral Agent (for the benefit of the Secured Parties) as an additional insured party thereunder, (ii) in the case of each casualty insurance policy, contain a loss payable clause or endorsement, satisfactory in form and substance to the Collateral Agent, that names the Collateral Agent, for the benefit of the Secured Parties, as the loss payee thereunder and (iii) provide that the insurer affording coverage (with respect to property and liability insurance) will provide for at least 30 days’ prior written notice to the Collateral Agent of any cancellation of such policy (and to the extent practicable after use of commercially reasonable efforts by the Borrower, any material modification of such policy that would diminish the Borrower’s ability to meet its obligations under this Agreement).

SECTION 5.10                                 Casualty and Condemnation.  The Borrower (a) will furnish to the Administrative Agent (for delivery to the Lenders) prompt written notice of any casualty or other insured

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damage to any material portion of the Collateral or the commencement of any action or proceeding for the taking of any material portion of the Collateral or interest therein under power of eminent domain or by condemnation or similar proceeding and (b) will ensure that the net proceeds of any such event (whether in the form of insurance proceeds, condemnation awards or otherwise) are collected and applied in accordance with the applicable provisions of this Agreement and the Collateral Documents.

SECTION 5.11                                 Additional Collateral; Further Assurances.

(a)                                 Subject in all cases to the timing requirements in Section 5.11(c), and subject to applicable law, the Borrower will, and will cause each Subsidiary Guarantor to cause each of its and their respective wholly-owned Restricted Subsidiaries (other than any Immaterial Subsidiary or any Excluded Foreign Subsidiary) formed or acquired after the Acquisition Effective Date or which ceases to be an Unrestricted Subsidiary, an Immaterial Subsidiary or an Excluded Foreign Subsidiary (within thirty days after such formation or acquisition, or determination that such Subsidiary is no longer an Unrestricted Subsidiary, an Immaterial Subsidiary or an Excluded Foreign Subsidiary, or such longer period as may be agreed to by the Administrative Agent) (A) to duly execute and deliver to the Administrative Agent an assumption agreement substantially in the form of Annex 1 to the Guarantee and Collateral Agreement, (B) to execute and deliver such amendments, supplements or documents of accession to any other Collateral Documents, or such new Collateral Documents, as the Collateral Agent deems necessary for such Restricted Subsidiary to grant to the Collateral Agent (for the benefit of the Secured Parties) a perfected first priority security interest (subject to (x) Permitted Liens to the extent any such Permitted Liens would have priority over the Liens in favor of the Collateral Agent by operation of any applicable law and (y) liens subject to the Intercreditor Agreements, which will be subject to the provisions thereof and have only the priority set forth therein) in the Collateral described in such Collateral Document with respect to such new Restricted Subsidiary or such Restricted Subsidiary that ceases to be an Unrestricted Subsidiary, an Immaterial Subsidiary or an Excluded Foreign Subsidiary, as applicable, (C) to deliver to the Administrative Agent with respect to each Material Real Property, any existing title reports, abstracts or environmental assessment reports, to the extent in the possession or control of the Borrower; provided, however, that there shall be no obligation to deliver to the Administrative Agent any environmental assessment report whose disclosure to the Administrative Agent would require the consent of a Person other than the Borrower or one of its Subsidiaries and (D) to deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 4.01 as may be reasonably requested by the Administrative Agent.  Upon execution and delivery of such documents and agreements, each such Person (i) shall automatically become a Loan Party hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Collateral Agent (in each case for the benefit of the Secured Parties), in any property of such Loan Party which constitutes Collateral.

(b)                                 Without limiting the foregoing, the Borrower will, and will cause each Subsidiary Guarantor to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent and the Collateral Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, Intellectual Property Security Agreements and other documents and such other actions or other deliveries of the type required by Section 4.01), which may be required by law or which the Administrative Agent or the Collateral Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties.  In addition,

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the Borrower will, and will cause each Subsidiary Guarantor to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent and the Collateral Agent filings with any governmental recording or registration office in any jurisdiction or office required by the Collateral Documents in order to perfect or protect the Liens of the Collateral Agent granted under any Collateral Document in any Intellectual Property at the expense of the Loan Parties.

(c)                                  Without limiting the foregoing, (x) with respect to each Real Estate Asset listed on Schedule 1.01(c), not later than 120 days after the Acquisition Effective Date (or such longer period as the Administrative Agent may agree in its reasonable discretion) and (y) with respect to (A) the acquisition by any Loan Party of Material Real Property or (B) the formation or acquisition of a Restricted Subsidiary which owns any Material Real Property, or determination that a Subsidiary which owns any Material Real Property is no longer an Unrestricted Subsidiary, an Immaterial Subsidiary or an Excluded Foreign Subsidiary, not later than 120 days (or such longer period as the Administrative Agent may agree in its reasonable discretion) following the later of (I) the Acquisition Effective Date, and (II) the date of such acquisition, formation or determination, the Borrower will, and will cause the applicable Subsidiary Guarantor to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent and the Collateral Agent with respect to each such Real Estate Asset (each, a “Mortgaged Property”):  (i) a Mortgage duly authorized and executed, in proper form for recording in the recording office of each jurisdiction where such Mortgaged Property to be encumbered thereby is situated in favor of the Collateral Agent, for the benefit of the Secured Parties, together with such other instruments as shall be necessary or appropriate (in the reasonable judgment of the Collateral Agent) to create and/or maintain a first priority Lien (subject to (x) Permitted Liens to the extent any such Permitted Liens would have priority over the Liens in favor of the Collateral Agent by operation of any applicable law and (y) liens subject to the Intercreditor Agreements, which will be subject to the provisions thereof and have only the priority set forth therein) on such Mortgaged Property subject to Permitted Liens; (ii) fully paid American Land Title Association Lender’s Extended Coverage title insurance policies (the “Mortgage Policies”), in amounts not less than 125% of the fair market value of the Mortgaged Property, issued, coinsured and reinsured by title insurers reasonably acceptable to and reasonably required by the Collateral Agent, insuring the Mortgages to be valid first and subsisting Liens on the property described therein, free and clear of all defects (including, but not limited to, mechanics’ and materialmen’s Liens) and encumbrances, other than Permitted Liens, and providing for such other standard and customary affirmative insurance and endorsements (including endorsements for future advances under the Loan Documents, for mechanics’ and materialmen’s Liens and for zoning of the applicable property); (iii) either (x) American Land Title Association/American Congress on Surveying and Mapping form surveys or such other forms of surveys as are reasonably acceptable to Collateral Agent dated no more than 90 days before the later of the Acquisition Effective Date or the date of such acquisition, formation or determination, as applicable (or such other dates as shall be reasonably acceptable to the Collateral Agent), certified to the Collateral Agent and the issuer of the Mortgage Policies in a manner reasonably satisfactory to the Collateral Agent, or (y) in lieu of such aforementioned surveys, such affidavits, certificates, information, and/or instruments of indemnification as may be reasonably acceptable to the title companies issuing the Mortgage Policies in order to issue the applicable Mortgage Policies in accordance with this Section 5.11(c); (iv) policies or certificates of insurance of the type required by Section 5.09; (v) evidence of flood insurance required by Section 5.09, in form and substance reasonably satisfactory to Collateral Agent; and (vi) opinions of local counsel for the Loan Parties in states in which the Mortgaged Properties are located, with respect to the enforceability and validity of the Mortgages and any related fixture filings and other customary opinions reasonably requested by the Collateral Agent, in form and substance reasonably satisfactory to the Collateral Agent.  Notwithstanding anything to the

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contrary in this Section 5.11(c), so long as the 2018 and 2023 Note Indenture is in effect, the amount of the Secured Obligations secured by any Principal Property or stock or indebtedness of any Principal Subsidiary (each as defined in the 2018 and 2023 Notes Indenture as in effect on the date hereof) shall be automatically limited to the maximum amount of the Secured Obligations permitted to be secured by such Principal Property without violating the terms of the 2018 and 2023 Notes Indenture and without giving rise to any obligation on the part of any Loan Party to grant a Lien on any of its assets to secure Indebtedness governed by or subject to the terms of the 2018 and 2023 Notes Indenture.

SECTION 5.12                                 Anti-Corruption Laws, PATRIOT Act and Sanctions The Borrower will maintain in effect and enforce policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws, the PATRIOT Act and applicable Sanctions and will conduct its business in compliance with Anti-Corruption Laws, in all material respects.

SECTION 5.13                                 Maintenance of Ratings.  The Borrower will at all times use commercially reasonable efforts to maintain public corporate family and public corporate credit ratings issued by Moody’s and S&P with respect to the Borrower and public ratings issued by Moody’s and S&P with respect to the Facilities hereunder, it being understood that no minimum rating is required.

SECTION 5.14                                 Designation of Subsidiaries.  The Borrower may designate any of its Subsidiaries as an Unrestricted Subsidiary or any of its Unrestricted Subsidiaries as a Restricted Subsidiary; provided that:

(a)                                 (i) immediately before and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing and (ii) immediately after giving effect to such designation, the Total Net Leverage Ratio shall not exceed 3.00 to 1.00 on a Pro Forma Basis;

(b)                                 no Subsidiary may be designated as an Unrestricted Subsidiary if such Subsidiary is a party to any agreement, contract, arrangement or understanding with the Borrower or any of its Restricted Subsidiaries that would not be permitted to be entered into pursuant to Section 6.08;

(c)                                  no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Material Indebtedness or any Restricted Indebtedness; and

(d)                                 neither the Borrower nor any of its Restricted Subsidiaries may at any time (i) provide a guarantee of, or similar credit support to, any Indebtedness of such Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness), (ii) be directly or indirectly liable for any Indebtedness of such Unrestricted Subsidiary or (iii) be directly or indirectly liable for any Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon (or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity) upon the occurrence of a default with respect to any other Indebtedness that is Indebtedness of such Unrestricted Subsidiary (including any corresponding right to take enforcement action against such Subsidiary);

Any designation of a Restricted Subsidiary as an Unrestricted Subsidiary shall be deemed an Investment under Section 6.04 in an amount equal to the fair market value of the Subsidiary so designated and any such designation shall be evidenced by providing notice to the Administrative Agent of the copy of the

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resolution of the Borrower’s board of directors (or duly authorized committee thereof) giving effect to such designation and a certificate of an Authorized Officer certifying that such designation complies with the foregoing requirements.

The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Borrower in such Subsidiary pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Borrower’s Investment in such Subsidiary.

SECTION 5.15                                 Post-Acquisition Obligations.  The Borrower will cause each obligation specified on Schedule 5.15 hereto to be completed no later than the date set forth with respect to such obligation on such schedule, or such later date as the Administrative Agent shall reasonably agree.

ARTICLE VI

Negative Covenants

Until all Obligations (other than contingent or indemnification obligations not then due) shall have been paid in full in cash and all Commitments (if any) shall have terminated, subject to Article X of this Agreement, the Borrower covenants and agrees with the Agents and the Lenders that:

SECTION 6.01                                 Indebtedness. The Borrower will not, nor will it permit any of its Restricted Subsidiaries to, create, incur or suffer to exist any Indebtedness, except:

(a)                                 the Obligations and (i) any Credit Agreement Refinancing Indebtedness and (ii) Indebtedness incurred under the ABL Documents in an aggregate amount not to exceed the aggregate amount of (A) $3,000,000,000, (B) any incremental commitments permitted to be incurred pursuant to Section 2.22 or Section 2.25 of the ABL Credit Agreement in substantially the form attached as Exhibit O (whether incurred as incremental commitments or otherwise) and (C) any Canadian revolving commitments incurred pursuant to Section 2.24 of the ABL Credit Agreement in substantially the form attached as Exhibit O (including any Permitted Refinancing Indebtedness in respect of the Indebtedness under the ABL Documents, to the extent permitted under the ABL Intercreditor Agreement);

(b)                                 Indebtedness of Staples and its Restricted Subsidiaries (giving pro forma effect to the Transactions) existing on the Closing Date (and the Acquisition Effective Date to the extent Schedule 6.01 is updated pursuant to Section 1.07 hereof) and set forth on Schedule 6.01, and Permitted Refinancing Indebtedness in respect thereof;

(c)                                  Indebtedness of Staples owing to any Restricted Subsidiary, and of any Restricted Subsidiary owing to Staples or any other Restricted Subsidiary, to the extent constituting an Investment permitted by Section 6.04(c) or set forth on Schedule 6.04; provided that (i) all such Indebtedness owed to a Loan Party shall be evidenced by a promissory note that is pledged to the Collateral Agent in accordance with the terms of the Guarantee and Collateral Agreement and (ii) all such Indebtedness of any Loan Party owed to any Restricted Subsidiary that is not a Loan Party shall be subordinated to the Obligations pursuant to the Subordinated Intercompany Note or other subordination or similar agreement reasonably acceptable to the Administrative Agent (it being understood that

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payments or prepayments of such Indebtedness shall be permitted if, immediately prior to or after giving effect to such payments or prepayments, an Event of Default has not occurred);

(d)                                 Guarantees by the Borrower of Indebtedness of any Restricted Subsidiary and by any Restricted Subsidiary of Indebtedness of the Borrower or any other Restricted Subsidiary, provided that (i) the Indebtedness so Guaranteed is permitted to be incurred by Staples or such Restricted Subsidiary by this Section 6.01, (ii) Guarantees by any Loan Party of Indebtedness of any Restricted Subsidiary that is not a Loan Party shall be permitted solely to the extent permitted by Section 6.04(c) and (iii) Guarantees permitted under this clause (d) shall be subordinated to the Obligations of the Borrower or the applicable Restricted Subsidiary if, and on the same terms as, the Indebtedness so Guaranteed is subordinated to the Obligations;

(e)                                  (x) Indebtedness of the Borrower or any Restricted Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, whether or not constituting purchase money Indebtedness (including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets); provided that (i) such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e) shall not exceed, other than as referred to on Schedule 6.01, the greater of (1) $300,000,000 and (2) 2.25% of Net Tangible Assets, in each case at any time outstanding, and (y) any Permitted Refinancing Indebtedness in respect thereof;

(f)                                   Indebtedness owed to any Person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such person, in each case incurred in the ordinary course of business;

(g)                                  Indebtedness of the Borrower or any Restricted Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business;

(h)                                 any Incremental Equivalent Debt and any Permitted Refinancing Indebtedness in respect thereof;

(i)                                     indebtedness of International Subsidiaries; provided that the aggregate principal amount of Indebtedness permitted by this clause (i) (when taken together with the aggregate principal amount of any Indebtedness incurred under Section 6.01(j) by Restricted Subsidiaries that are not Loan Parties) shall not at any one time outstanding exceed the greater of (x) $300,000,000 and (y) 2.25% of Net Tangible Assets;

(j)                                    (x) Indebtedness of any Person that becomes a Restricted Subsidiary after the Closing Date (other than the Target and its Restricted Subsidiaries on the Acquisition Effective Date) and Indebtedness assumed in connection with a Permitted Acquisition or other Investment permitted pursuant to Section 6.04 and, in each case, Permitted Refinancing Indebtedness in respect thereof and (y) Indebtedness incurred to finance Permitted Acquisitions or other Investment permitted pursuant to Section 6.04 after the Closing Date; provided that, in each case, (i) the Total Net Leverage Ratio calculated on a Pro Forma Basis after giving effect to such incurrence or assumption of Indebtedness is

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either (A) less than or equal to 3.00 to 1.00 or (B) no greater than the Total Net Leverage Ratio immediately prior to giving effect to such incurrence or assumption of Indebtedness, (ii) if such Indebtedness is incurred to finance such Permitted Acquisition under clause (y) above, such Indebtedness does not mature prior to the date that is the Latest Maturity Date of, or have a Weighted Average Life to Maturity less than the Weighted Average Life to Maturity of, any Loan outstanding at the time such Indebtedness is incurred or issued and (iii) the aggregate principal amount of any such Indebtedness of Restricted Subsidiaries that are not Loan Parties (when taken together with the aggregate principal amount of Indebtedness incurred under Section 6.01(i)) does not at any one time outstanding exceed the greater of (x) $300,000,000 and (y) 2.25% of Net Tangible Assets;

(k)                                 Indebtedness incurred by a Restricted Subsidiary that is not a Subsidiary Guarantor pursuant to a Permitted International Subsidiary Factoring Facility that is non-recourse to any Loan Party;

(l)                                     Indebtedness of the Borrower and its Restricted Subsidiaries with respect to loans made to such Loan Party or Restricted Subsidiary on the cash surrender value of life insurance policies of employees and former employees of any Loan Party or any Restricted Subsidiary in the ordinary course of business; provided that the aggregate principal amount of all Indebtedness permitted by this clause (l) shall not exceed the cash surrender value (without giving effect to such loan) of such policies;

(m)                             Indebtedness of the Borrower and its Restricted Subsidiaries in respect of Swap Agreements permitted by Section 6.06;

(n)                                 unsecured Indebtedness of the Borrower and its Restricted Subsidiaries in the form of debt securities issued pursuant to an indenture, note purchase agreement or otherwise; provided that (i) both before and after giving effect to such issuance on a Pro Forma Basis, the Total Net Leverage Ratio does not exceed 3.00:1.00, (ii) such Indebtedness shall not at any time be guaranteed by any Person that is not a Loan Party, (iii) such Indebtedness shall not mature on or prior to the then applicable Latest Maturity Date at the time such Indebtedness is issued, (iv) the Weighted Average Life to Maturity of such Indebtedness shall be no shorter than the Weighted Average Life to Maturity of the then existing Loans, (v) such Indebtedness shall not have scheduled amortization payments of principal and shall not be subject to mandatory redemption, repurchase, prepayment or sinking fund obligations (except customary asset sale or change of control provisions that provide for the prior repayment in full of the Loans and all other Obligations) on or prior to the then applicable Latest Maturity Date at the time such Indebtedness is issued and (vi) the definitive documentation for such Indebtedness shall not include other covenants that are more favorable to the lenders or holders providing such Indebtedness than the covenants in this Agreement, taken as a whole;

(o)                                 Indebtedness under Cash Pooling Arrangements;

(p)                                 additional unsecured Indebtedness of the Borrower or any of its Restricted Subsidiaries in an aggregate principal amount not to exceed the greater of (x) $300,000,000 and (y) 2.25% of Net Tangible Assets at any time outstanding; and

(q)                                 intercompany Indebtedness issued to the Borrower or any Restricted Subsidiary in consideration of the transfer by the Borrower or such Restricted Subsidiary of the Equity Interests in, or Indebtedness of, an Excluded Foreign Subsidiary pursuant to a Permitted Restructuring Transaction.

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SECTION 6.02                                 Liens.  The Borrower will not, nor will it permit any of its Restricted Subsidiaries to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:

(a)                                 Liens created pursuant to any Loan Document;

(b)                                 Permitted Encumbrances;

(c)                                  any Lien on any property or asset of Staples or any Restricted Subsidiary (giving pro forma effect to the Transactions) existing on the Closing Date (and the Acquisition Effective Date to the extent Schedule 6.02 is updated pursuant to Section 1.07 hereof) and set forth on Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of Staples or Restricted Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the Closing Date and Permitted Refinancing Indebtedness in respect thereof;

(d)                                 Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Restricted Subsidiary; provided that (i) such security interests secure Indebtedness permitted by Section 6.01(e), (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Borrower or such Restricted Subsidiary or any other Restricted Subsidiary;

(e)                                  any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Restricted Subsidiary (including in connection with a Permitted Acquisition) or existing on any property or asset of any Person that becomes a Restricted Subsidiary after the Acquisition Effective Date prior to the time such Person becomes a Restricted Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Restricted Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of such Restricted Subsidiary and (iii) such Lien shall secure only those obligations permitted under Section 6.01(j)(x) which it secures on the date of such acquisition or the date such Person becomes a Restricted Subsidiary, as the case may be and Permitted Refinancing Indebtedness in respect thereof;

(f)                                   Liens (i) of a collecting bank arising in the ordinary course of business under Section 4-210 of the UCC in effect in the relevant jurisdiction covering only the items being collected upon or (ii) in favor of a banking institution arising as a matter of law, encumbering amounts credited to deposit or securities accounts (including the right of set-off) and which are within the general parameters customary in the banking industry;

(g)                                  Liens arising out of Sale and Leaseback transactions that are permitted by Section 6.11;

(h)                                 Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of the Borrower or a Subsidiary Guarantor in respect of Indebtedness owed by such Restricted Subsidiary to such Loan Party;

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(i)                                     Liens on the Collateral securing Incremental Equivalent Debt and Credit Agreement Refinancing Indebtedness constituting Permitted Pari Passu Refinancing Notes; provided that such Liens and the related Indebtedness shall be subject to the ABL Intercreditor Agreement and the Pari Passu Intercreditor Agreement;

(j)                                    in the case of any Restricted Subsidiary that is not a wholly-owned Subsidiary, purchase options, calls or similar rights of a third party or customary transfer restrictions with respect to Equity Interests in such Subsidiary set forth in its Organizational Documents or any related joint venture or similar agreement;

(k)                                 leases, subleases, licenses and sublicenses of assets permitted by Section 6.05(i) or Section 6.05(n);

(l)                                     Liens granted in connection with a Permitted International Subsidiary Factoring Facility; provided that no such Liens shall encumber any property or assets of any Loan Party;

(m)                             the owner’s interest in consigned inventory and other goods sold or to be sold by any Loan Party;

(n)                                 rights of lenders of Indebtedness under Section 6.01(l) to set off against the cash surrender value of the life insurance policies referenced to in such Section 6.01(l);

(o)                                 Liens securing Indebtedness under Section 6.01(a)(ii) and any Banking Services Obligations (as defined in the ABL Credit Agreement), Swap Agreements secured pursuant to the terms of the ABL Documents and other obligations (not constituting Indebtedness) under the ABL Documents in accordance with, and, in each case, subject to, the terms of the ABL Intercreditor Agreement;

(p)                                 customary Liens on deposit accounts subject to Cash Pooling Arrangements in favor of the financial institutions providing such Cash Pooling Arrangements;

(q)                                 Liens on Escrowed Proceeds for the benefit of the related holders of debt securities or other Indebtedness (or the underwriters or arrangers thereof) and on cash set aside at the time of the incurrence of such Indebtedness (or government securities purchased with such cash) in order to prefund the payment of interest on such Indebtedness and which is held in an escrow account or pursuant to a similar arrangement to be applied for such purpose; and

(r)                                    Liens not otherwise permitted by this Section 6.02 so long as the aggregate outstanding principal amount of the obligations secured thereby does not exceed (as to the Borrower and its Restricted Subsidiaries) $300,000,000 at any one time; provided that, if such Lien is on Collateral, it shall be subordinated to the Liens securing the Obligations and the Liens described in Section 6.02(o) pursuant to a customary intercreditor agreement acceptable to the Administrative Agent.

In addition, Staples will not, nor will it permit any of its Restricted Subsidiaries to, create, incur, assume or permit to exist any Lien securing Indebtedness on any Real Estate Asset owned as of the Acquisition Effective Date, that is located in the United States and that is not part of the Collateral.

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SECTION 6.03                                 Fundamental Changes.  (a)  The Borrower will not, nor will it permit any of its Restricted Subsidiaries to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing, (i) any Restricted Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving entity, (ii) any Subsidiary Guarantor may merge into, or consolidate with, any other Loan Party, (iii) any Restricted Subsidiary may transfer its assets to a Loan Party and any Restricted Subsidiary which is a not a Loan Party may transfer its assets to another Restricted Subsidiary; provided that any such transfer involving a Person that is not a wholly-owned Restricted Subsidiary shall not be permitted unless also permitted by Section 6.04 and Section 6.05, (iv) any Restricted Subsidiary that is not a Loan Party may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders, (v) any Restricted Subsidiary which is not a Loan Party may merge into, or consolidate with, another Restricted Subsidiary which is not a Loan Party; provided that any such merger involving a Person that is not a wholly-owned Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04 and Section 6.05, (vi) any Restricted Subsidiary that is not a Loan Party may merge into or consolidate with any Loan Party in a transaction in which the surviving entity is a Loan Party, (vii) any Restricted Subsidiary that is not a Loan Party may merge, consolidate, liquidate or dissolve and any Subsidiary Guarantor may merge or consolidate; provided that, with respect to this clause (vii), (1) in each case, any such merger, consolidation, liquidation or dissolution is, or the purpose of which is to effectuate (x) an investment or acquisition otherwise permitted by Section 6.04 or (y) a disposition otherwise permitted by Section 6.05 and (2) with respect to any merger or consolidation of any Subsidiary Guarantor (other than with respect to a disposition permitted by Section 6.05), the surviving entity is a Loan Party, (viii) the Borrower or any of its Restricted Subsidiaries may transfer its assets as part of the Permitted Restructuring Transactions and (ix) the Escrow Borrower may liquidate or dissolve or merge into, or consolidate with, Staples or a Subsidiary following the effectiveness of the Borrower Assumption Agreement on the Acquisition Effective Date.

(b)                                 Staples will not, nor will it permit any of its Restricted Subsidiaries to, engage in any business other than businesses of the type conducted by Staples and its Restricted Subsidiaries (giving pro forma effect to the Transactions) on the Closing Date and businesses reasonably related, complementary to, or incidental thereto (including the provision of services).

SECTION 6.04                                 Investments, Loans, Advances, Guarantees and Acquisitions.  The Borrower will not, nor will it permit any of its Restricted Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party and a wholly-owned Restricted Subsidiary prior to such merger) any Equity Interests, evidences of Indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (whether through purchase of assets, merger or otherwise) (collectively, “Investments”), except:

(a)                                 Investments in cash and Cash Equivalents and Investments in assets that were Cash Equivalents when such Investment was made;

(b)                                 Investments (and commitments (including consummation of any “put”

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arrangement in connection therewith) in respect thereof) of Staples and its Restricted Subsidiaries (giving pro forma effect to the Transactions) in existence on the Closing Date (and the Acquisition Effective Date to the extent Schedule 6.04 is updated pursuant to Section 1.07 hereof)  and described on Schedule 6.04 and renewals, replacements, conversions and extensions thereof;

(c)                                  Investments by the Borrower or any of its Restricted Subsidiaries in the Borrower or any Restricted Subsidiary; provided that the aggregate amount of such Investments by Loan Parties made after the Closing Date in Restricted Subsidiaries that are not Loan Parties shall not exceed the greater of (x) $300,000,000 and (y) 2.25% of Net Tangible Assets (determined on the date such Investment is made, with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value), provided further that there shall be no limitation on any such Investment (nor shall it be counted for the purposes of the foregoing proviso) if, both before and after giving effect thereto on a Pro Forma Basis, the Senior Secured Net Leverage Ratio does not exceed 1.50:1.00;

(d)                                 Guarantees (i) constituting Indebtedness permitted by Section 6.01(d) or (ii) of operating leases (but not capital leases) or of other obligations that do not constitute Indebtedness, in the case of this clause (ii), entered into in the ordinary course of business (including Guarantees in the nature of “keepwells” or assurances of ongoing financial support);

(e)                                  loans or advances made by the Borrower and its Restricted Subsidiaries to their employees on an arms’-length basis in the ordinary course of business consistent with past practices for travel and entertainment expenses, relocation costs and similar purposes up to a maximum of $35,000,000 in the aggregate at any time outstanding during the first three years following the Closing Date and, thereafter, $15,000,000 in the aggregate at any time outstanding;

(f)                                   notes payable, or stock or other securities issued by account debtors to any Loan Party pursuant to negotiated agreements with respect to settlement of such account debtor’s accounts in the ordinary course of business, consistent with past practices;

(g)                                  Investments or other obligations in the form of Swap Agreements permitted by Section 6.06;

(h)                                 (i) Permitted Acquisitions and (ii) Investments of any Person existing at the time such Person becomes a Restricted Subsidiary or consolidates or merges with the Borrower or any Restricted Subsidiary (including in connection with a Permitted Acquisition), so long as such Investments described in this clause (ii) were not made in contemplation of such Person becoming a Restricted Subsidiary or of such merger; provided that the aggregate amount of Investments (excluding any Investment to the extent payment consists of Equity Interests of the Borrower) made under this clause (h) (without duplication), directly or indirectly, by Loan Parties in Persons that do not become Loan Parties, in assets that are not (or do not become) owned by a Loan Party or in Equity Interests in Persons that do not become Loan Parties shall not exceed the greater of (x) $250,000,000 and (y) 2% of Net Tangible Assets (and, in the case of Permitted Acquisitions or Investments in which only a portion of the Investment therein is within the scope of this proviso, the Borrower shall reasonably determine that portion to which this proviso is applicable);

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(i)                                     Investments received in connection with dispositions of assets permitted by Section 6.05;

(j)                                    Investments constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances”;

(k)                                 Investments pursuant to Cash Pooling Arrangements;

(l)                                     option, warrant and similar derivative transactions entered into by the Borrower in connection with a Permitted Convertible Notes Offering;

(m)                             Investments made by Loan Parties in Subsidiaries that are not Loan Parties; provided that such Investments are part of a series of substantially simultaneous Investments by Loan Parties in other Loan Parties that results in substantially all the proceeds of the initial Investment being invested, loaned or advanced in one or more Loan Parties;

(n)                                 Investments by the Borrower or any of its Restricted Subsidiaries in (i) joint ventures or similar arrangements and (ii) Unrestricted Subsidiaries; provided that the aggregate amount for all investments under this clause (n) at any one time outstanding shall not exceed the greater of (x) $250,000,000 and (y) 2% of Net Tangible Assets (determined on the date such Investment is made, with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

(o)                                 options to invest in or to lease Real Estate Assets to be used in the operations of the Borrower or any of its Restricted Subsidiaries, in each case, entered into in the ordinary course of business or otherwise consistent with past practice;

(p)                                 Investments by the Borrower and its Restricted Subsidiaries as part of the Permitted Restructuring Transactions;

(q)                                 Investments consisting of loans and advances to any unaffiliated third Person in an aggregate amount not to exceed $75,000,000 at any one time outstanding;

(r)                                    so long as no Event of Default shall have occurred and be continuing or would result therefrom, additional Investments, provided that the aggregate amount of such Investments at any one time outstanding (but not including any Investments to the extent payment consists of Equity Interests of the Borrower) shall not exceed an amount equal to the portion, if any, of the Available Amount on such date that the Borrower elects to apply to this Section 6.04(r);

(s)                                   so long as (A) no Event of Default shall have occurred and be continuing or would result therefrom and (B) both before and after giving effect thereto on a Pro Forma Basis, the Senior Secured Net Leverage Ratio does not exceed 1.50:100, additional Investments;

(t)                                    the payment of amounts not to exceed $2,000,000 to existing shareholders of Corporate Express, B.V. that are not Restricted Subsidiaries;

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(u)                                 contributions, not to exceed $25,000,000 in any fiscal year, to Clearfield Insurance Limited; and

(v)                                 the consummation of the Transactions pursuant to and in accordance with the Acquisition Agreement and the Loan Documents.

For purposes hereof, the amount of any Investment shall be the amount originally invested without adjustment for increases or decreases in value, but (other than with respect to Section 6.04(r)) giving effect to any cash returns or cash distributions of capital or repayment of principal with respect thereto; provided that, the amount of any Investment made pursuant to Section 6.04(r) shall be calculated as set forth in the definition of Available Amount.

SECTION 6.05                                 Dispositions.  The Borrower will not, nor will it permit any of its Restricted Subsidiaries to, Dispose of any asset, including any Equity Interest owned by it, nor will the Borrower permit any Restricted Subsidiary to issue any additional Equity Interest in such Restricted Subsidiary (other than to the Borrower or any Restricted Subsidiary thereof in compliance with Section 6.04), except:

(a)                                 Dispositions of (i) inventory in the ordinary course of business, including pursuant to any store closings and (ii) used, obsolete, worn out or surplus equipment or property in the ordinary course of business, including pursuant to any store closings;

(b)                                 Dispositions by (i) any Loan Party to any Loan Party, (ii) any Loan Party to any Restricted Subsidiary that is not a Loan Party for no less than fair market value (as reasonably determined by the Borrower) or (iii) any Restricted Subsidiary that is not a Loan Party to (A) the Borrower or any Loan Party for no more than fair market value (as reasonably determined by the Borrower) or (B) any other Restricted Subsidiary that is not a Loan Party;

(c)                                  Dispositions for fair market value of accounts receivable in connection with the compromise, settlement or collection thereof;

(d)                                 (x) Dispositions of Investments permitted by Section 6.04(a) or Section 6.04(f) and (y) the unwinding of any Swap Agreement in accordance with its terms;

(e)                                  [OMITTED.]

(f)                                   Sale and Leaseback transactions permitted by Section 6.11; provided, that the aggregate fair market value of all assets Disposed of in reliance upon this clause (f) shall not exceed the greater of (x) $150,000,000 and (y) 1% of Net Tangible Assets;

(g)                                  Dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of the Borrower or any Restricted Subsidiary;

(h)                                 Dispositions of Divested Properties;

(i)                                     licenses of Intellectual Property that are in furtherance of, or integral to, other business transactions entered into by the Borrower or a Subsidiary in the ordinary course of business;

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(j)                                    to the extent constituting Dispositions, Liens permitted by Section 6.02, fundamental changes permitted by Section 6.03 (other than Section 6.03(a)(vii)(1)(y)) and Investments permitted by Section 6.04);

(k)                                 Dispositions of cash and Cash Equivalents in the ordinary course of business or in connection with a transaction otherwise permitted under this Agreement;

(l)                                     Dispositions of Investments in joint ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements;

(m)                             Dispositions of inventory to an Original Vendor in connection with any Consignment Transaction for fair market value; provided that (i) the aggregate amount of Consignment Transactions (based on the amount paid to the Borrower or its Restricted Subsidiaries for the subject inventory by the Original Vendor) shall not exceed $100,000,000 in any fiscal year of the Borrower and (ii) at least 75% of the total consideration for any such Disposition shall be received by the Borrower and its Restricted Subsidiaries in the form of cash and Cash Equivalents (in each case, free and clear of all Liens at the time received, other than Permitted Encumbrances);

(n)                                 leases, subleases, licenses and sublicenses of assets entered into by the Borrower or any Restricted Subsidiary in the ordinary course of business that do not materially interfere with the conduct of the business of the Borrower and its Restricted Subsidiaries taken as a whole;

(o)                                 Dispositions of accounts receivable for fair market value pursuant to a Permitted International Subsidiary Factoring Facility;

(p)                                 Dispositions pursuant to the Permitted Restructuring Transactions; and

(q)                                 Dispositions of other assets for fair market value not to exceed the greater of $225,000,000 and 1.75% of Net Tangible Assets per fiscal year of the Borrower; provided that (i) no Event of Default exists or would result therefrom and (ii) at least 75% of the total consideration for any such Disposition shall be received by the Borrower and its Restricted Subsidiaries in the form of cash and Cash Equivalents (in each case, free and clear of all Liens at the time received, other than Permitted Encumbrances); provided, however, that for the purposes of this clause (ii), the following shall be deemed to be cash: (A) any liabilities (as shown on the Borrower’s or its Restricted Subsidiaries’, as applicable, most recent balance sheet provided hereunder or in the footnotes thereto) of the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment of the Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, and (B) any securities received by the Borrower or the applicable Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition; and provided, further, that the limitation on the amount set forth above shall not apply to Dispositions of the assets or stock of Excluded Foreign Subsidiaries under this clause (q) if, both before and after giving effect to such Disposition on a Pro Forma Basis, the Senior Secured Net Leverage Ratio does not exceed 1.50:1.00.

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SECTION 6.06                                 Swap Agreements.  The Borrower will not, nor will it permit any of its Restricted Subsidiaries to, enter into any Swap Agreement, except Swap Agreements entered into in the ordinary course of business, and not for speculative purposes, to protect against changes in interest rates, commodity prices or foreign exchange rates or in connection with a Permitted Convertible Notes Offering.

SECTION 6.07                                 Restricted Payments; Certain Payments of Indebtedness.  (a)  The Borrower will not, nor will it permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except:

(i)                                     any wholly-owned Restricted Subsidiary may make Restricted Payments to the Borrower or any Restricted Subsidiary;

(ii)                                  the Borrower may declare and make Restricted Payments on any class of Equity Interests of the Borrower payable solely in the form of Qualified Equity Interests of the Borrower;

(iii)                               (a) any non-wholly owned Restricted Subsidiary of the Borrower may declare and pay cash dividends, share premiums and other distributions to its equity holders generally, or redeem shares of its equity holders generally, so long as the Borrower or its Restricted Subsidiary which owns the equity interests in the Restricted Subsidiary paying such dividend, premium or distribution (or redeeming such shares) receives at least its proportional share thereof (based upon its relative holding of the equity interests in such Restricted Subsidiary and taking into account the relative preferences, if any, of the various classes of equity interest of such Restricted Subsidiary) and (b) Corporate Express B.V. may repurchase or redeem the shares of its shareholders that are not Restricted Subsidiaries in an amount not to exceed $2,000,000;

(iv)                              the Borrower and its Restricted Subsidiaries may make Restricted Payments (a) not exceeding $10,000,000 in the aggregate during any fiscal year, pursuant to and in accordance with equity incentive plans or other benefit plans for management or employees of the Borrower and its Subsidiaries and for deceased and terminated employees and present and former directors (including from their estates) and (b) in accordance with the Acquisition Agreement on account of equity awards made by the Target on or prior to the Acquisition Effective Date;

(v)                                 the Borrower may enter into option, warrant and similar derivative transactions in connection with a Permitted Convertible Notes Offering and may settle such transactions in accordance with the terms thereof;

(vi)                              Restricted Payments in respect of Permitted Convertible Notes permitted under Section 6.07(b);

(vii)                           the Borrower may declare and pay dividends payable in cash with respect to its capital stock not to exceed $0.15 per share of stock during any fiscal quarter of the Borrower; provided that, no Event of Default shall have occurred and be continuing when any such dividend is declared;

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(viii)                        the Borrower may make Restricted Payments (other than in cash) pursuant to any shareholder rights plan or similar arrangement;

(ix)                              the Borrower or any Restricted Subsidiary may make Restricted Payments to consummate the Transactions in accordance with the Acquisition Agreement;

(x)                                 any Restricted Subsidiary may make Restricted Payments consisting of the Permitted Restructuring Transactions;

(xi)                              so long as (A) no Event of Default shall have occurred and be continuing or would result therefrom and (B) both before and after giving effect thereto on a Pro Forma Basis, the Senior Secured Net Leverage Ratio does not exceed 2.00:1.00, the Borrower may make Restricted Payments in an aggregate amount not to exceed an amount equal to the portion, if any, of the Available Amount on such date that the Borrower elects to apply to this Section 6.07(a)(xi); and

(xii)                           so long as no (A) Event of Default shall have occurred and be continuing or would result therefrom and (B) both before and after giving effect thereto on a Pro Forma Basis, the Senior Secured Net Leverage Ratio does not exceed 1.50:1.00, the Borrower may make additional Restricted Payments.

(b)                                 The Borrower will not, nor will it permit any of its Restricted Subsidiaries to, make or offer to make (or give any notice in respect thereof) any voluntary or optional payment, prepayment, repurchase or redemption of, or voluntarily or optionally defease, or otherwise satisfy prior to the scheduled maturity thereof in any manner (including pursuant any sinking fund or similar deposit), any Restricted Indebtedness (including, for the avoidance of doubt, any cash payments pursuant to the Permitted Convertible Notes), or segregate funds for any such voluntary or optional payment, prepayment, repurchase, redemption or defeasance, except:

(i)                                     any payment, prepayment, repurchase, redemption, defeasance or refinancing of such Indebtedness with the proceeds of Permitted Refinancing Indebtedness;

(ii)                                  payment of Indebtedness owed to the Borrower or any wholly-owned Restricted Subsidiary; provided that, if such Indebtedness is owed by a Loan Party to a Restricted Subsidiary that is not a Loan Party, no Event of Default shall have occurred and be continuing or would result therefrom;

(iii)                               payment of Indebtedness owed by any Restricted Subsidiary that is not a Loan Party;

(iv)                              payment, prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness outstanding under (i) the 2018 Notes, (ii) the 7.35% debentures due 2016 issued by Boise Cascade Corporation and (iii) the revenue bonds listed on Schedule 6.01, in each case, on or after the date that is six months prior to the maturity date (as then in effect) applicable to such notes, debentures or revenue bonds, as applicable;

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(v)                                 payment of Indebtedness under revolving and other lines of credit that have been entered into in the ordinary course of business;

(vi)                              so long as (A) no Event of Default shall have occurred and be continuing or would result therefrom and (B) both before and after giving effect thereto on a Pro Forma Basis, the Senior Secured Net Leverage Ratio does not exceed 2.00:100, the Borrower or any Restricted Subsidiary may prepay Restricted Indebtedness in an aggregate amount not to exceed an amount equal to the portion, if any, of the Available Amount on such date that the Borrower elects to apply to this Section 6.07(b)(vi);

(vii)                           so long as (A) no Event of Default shall have occurred and be continuing or would result therefrom and (B) both before and after giving effect thereto on a Pro Forma Basis, the Senior Secured Net Leverage Ratio does not exceed 1.50:1.00, the Borrower may prepay Restricted Indebtedness; and

(viii)                        the Refinancing Transactions.

(c)                                  Notwithstanding anything to the contrary contained in this Section 6.07, nothing in this Section 6.07 shall prohibit the Borrower from issuing Permitted Convertible Notes as otherwise permitted under this Agreement.

(d)                                 Nothing in Section 6.07(b) shall be construed to allow the Borrower or any of its Restricted Subsidiaries to make any payment on Restricted Indebtedness which is otherwise prohibited by the express terms of any subordination or intercreditor agreement such Restricted Indebtedness is subject to.

SECTION 6.08                                 Transactions with Affiliates.  The Borrower will not, nor will it permit any of its Restricted Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates with an individual value in excess of $20,000,000, except (a) transactions that are at prices and on terms and conditions not less favorable to the Borrower or such Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower and/or any Restricted Subsidiaries not involving any other Affiliate, (c) transactions between or among any Restricted Subsidiaries that are not Loan Parties not involving any other Affiliate, (d) transactions permitted by Section 6.01 or Section 6.03, (e) any Investments permitted by Section 6.04(c) or (d), Dispositions permitted by Section 6.05 and any Restricted Payment permitted by Section 6.07, (f) the payment of reasonable fees to directors of the Borrower or of its Restricted Subsidiaries who are not employees of the Borrower or any of its Restricted Subsidiaries, and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of the Borrower or its Restricted Subsidiaries, in each case in the ordinary course of business, (g) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options, equity incentive and stock ownership plans approved by the Borrower’s or any of its Restricted Subsidiaries’ board of directors, (h) payments to or from, and transactions with, joint ventures (to the extent any such joint venture is an Affiliate solely as a result of Investments by the Borrower or any Restricted Subsidiary in such joint venture) in the ordinary course of business to the extent otherwise permitted under Section 6.04 and (i) the Transactions pursuant to and in accordance with the Acquisition Agreement and the Loan Documents and the Permitted Restructuring

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Transactions, and (j) in existence on the Closing Date (and the Acquisition Effective Date to the extent Schedule 6.08 is updated pursuant to Section 1.07 hereof)  and described on Schedule 6.08.

For purposes of this Section 6.08, any transaction with any Affiliate shall be deemed to have satisfied the standard set forth in clause (a) of the first sentence of this Section 6.08 if such transaction is approved by a majority of the Disinterested Directors of the board of directors of the Borrower or such Restricted Subsidiary, as applicable.

SECTION 6.09                                 Restrictive Agreements.  The Borrower will not, nor will it permit any of its Restricted Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) its ability or the ability of any of its Restricted Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assets to secure the Secured Obligations or (b) the ability of any of its Restricted Subsidiaries to pay dividends or other distributions with respect to any shares of its Equity Interests or to make or repay loans or advances to the Borrower or any other of its Restricted Subsidiaries or to Guarantee Indebtedness of the Borrower or any other Restricted Subsidiary; provided that the foregoing shall not apply to (i) restrictions and conditions imposed by law or by any Loan Document, (ii) restrictions and conditions imposed on the Loan Parties (pro forma for the Transactions) existing on the Closing Date (and the Acquisition Effective Date to the extent Schedule 6.09 is updated pursuant to Section 1.07 hereof)  and identified on Schedule 6.09 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) in the case of clause (b), customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or assets pending such sale, provided such restrictions and conditions apply only to the Subsidiary or assets that is to be sold and such sale is permitted hereunder, (iv) any restriction in any agreement of any Person in effect at the time such Person becomes a Restricted Subsidiary so long as such restriction is not entered into in contemplation of such Person becoming a Restricted Subsidiary, (v) customary restrictions contained in the documentation governing any Indebtedness incurred pursuant to Sections 6.01(a), (b), (e), (h), (i), (j)(x), (n) or (o) and the Liens securing such Indebtedness to the extent permitted under Section 6.02; provided that, other than in the case of Sections 6.01(e) and (i), such restrictions shall be no more restrictive, taken as a whole, than the restrictions contained herein and (vi) customary provisions in joint venture agreements and similar agreements applicable to any joint venture entered into in the ordinary course of business.

SECTION 6.10                                 Amendment of Material Debt Agreements and Organizational Documents.  The Borrower will not, nor will it permit any of its Restricted Subsidiaries to, (a) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Restricted Indebtedness, if, after giving effect to such amendment, modification, waiver, change or consent, the obligors with respect to such Restricted Indebtedness would not have been permitted to incur or secure such Restricted Indebtedness pursuant to the terms hereof if such Restricted Indebtedness as amended, modified, waived or otherwise changed, was instead incurred as Permitted Refinancing Indebtedness of such Restricted Indebtedness or (b) amend, restate, supplement or otherwise modify of any of its Organizational Documents or any agreement to which it is a party with respect to its Equity Interests (including any stockholders’ agreement), other than any such amendments, modifications or changes which are not, and would not reasonably be expected to be, materially adverse to the interests of the Administrative Agent, the Collateral Agent or the Lenders.

SECTION 6.11                                 Limitations Sale and Leasebacks.  The Borrower will not, nor will it permit any of its Restricted Subsidiaries to, enter into any arrangement, directly or indirectly, with any Person

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whereby it shall sell or transfer any property used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property which it intends to use for substantially the same purpose or purposes as the property being sold or transferred (any such transaction, a “Sale and Leaseback”), unless (i) the sale of such property is made for cash (or Cash Equivalent) consideration in an amount not less than the fair market value of such property and (ii) such Sale and Leaseback would be permitted under Section 6.01, assuming the Attributable Indebtedness with respect to such Sale and Leaseback constituted Indebtedness under Section 6.01.

SECTION 6.12                                 Limitations on Changes in Fiscal Periods and Accounting Changes.  (a)  Staples will not change its method of determining fiscal years and fiscal quarters from that in effect on the Closing Date.

(b)                                 Staples will not, nor will it permit any of its Restricted Subsidiaries to, make any change in accounting policies or reporting practices, except (i) in connection with the integration of the Target and its subsidiaries or other Permitted Acquisitions or (ii) as required by GAAP or other applicable foreign accounting principles.

SECTION 6.13                                 Anti-Corruption Laws and Sanctions; PATRIOT Act.  The Borrower will not request any Loan, and the Borrower and other Loan Parties shall not use, and shall procure that their Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Loan (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person or for any purpose in violation of any Anti-Corruption Laws or the PATRIOT Act, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (C) in any manner that would result in the violation by any individual or entity (including any individual or entity participating in the transaction, whether as a Lender, Arranger, Administrative Agent, Collateral Agent, or otherwise) of any Sanctions.

SECTION 6.14                                 Limitations on Activities of Escrow Borrower.  Prior to the consummation of the Acquisition, the Escrow Borrower will not (a) have any Subsidiaries or (b) have any assets or liabilities, engage in any material business or enter into any transaction or agreement (including making any investment, paying any dividend or distribution, permitting any Lien to exist on its property or assets or becoming obligated in respect of any Indebtedness), other than, in the case of this clause (b), the Initial Loans and other Obligations under the Loan Documents (and Liens on the Escrow Account and Escrow Property pursuant to the Escrow Agreement), activities undertaken in connection with its formation and maintenance of existence, investments in connection with the Escrow Agreement, entry into the Borrower Assumption Agreement and the consummation of the Acquisition substantially concurrently therewith and, in each case, other activities reasonably related or incidental thereto.

ARTICLE VII

Events of Default and Remedies

SECTION 7.01                                 Events of Default Prior to Acquisition.  The following events that occur prior to the Acquisition Effective Date shall constitute “Events of Default”:

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(a)                                 any Specified Representation made or deemed made by or on behalf of Staples or the Escrow Borrower in or in connection with this Agreement or any other Loan Document or any amendment or modification thereof or waiver thereunder, or in any report, certificate or other document furnished pursuant to or in connection with this Agreement or any Loan Document or any amendment or modification thereof or waiver thereunder, shall prove to have been incorrect in any material respect when made or deemed made (or in any respect if such representation or warranty is by its terms already qualified as to materiality);

(b)                                 the Escrow Borrower shall fail to observe or perform the provisions of Section 5.03 (as it relates to the Escrow Borrower’s legal existence) or Section 6.14;

(c)                                  the Borrower shall fail to pay any interest on any Loan or any fee or any other amount payable under this Agreement, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of three Business Days;

(d)                                 (i) the Escrow Agreement shall for any reason fail to create a valid and perfected first priority security interest in the Escrow Account and the Escrow Property or (ii) the Escrow Borrower shall fail to observe or perform the provisions of the Escrow Agreement and, in the case of clause (ii), such failure shall continue unremedied for a period of five Business Days;

(e)                                  an involuntary proceeding (including the filing of any notice of intention in respect thereof) shall be commenced or an involuntary petition shall be filed seeking (A) bankruptcy, liquidation, winding-up, dissolution, reorganization, examination, suspension of general operations or other relief in respect of the Escrow Borrower or its debts, or of a substantial part of its assets, under any Insolvency Law now or hereafter in effect, (B) the composition, rescheduling, reorganization, examination, arrangement or readjustment of, or other relief from, or stay of proceedings to enforce, some or all of the debts or obligations of the Escrow Borrower, (C) the appointment of a receiver, interim receiver, receiver and manager, liquidator, provisional liquidator, administrator, examiner, trustee, custodian, sequestrator, conservator, examiner, agent or similar official for the Escrow Borrower or for any substantial part of its assets or (D) possession, foreclosure, seizure or retention, sale or other disposition of, or other proceedings to enforce security over any substantial part of the assets of the Escrow Borrower and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered;

(f)                                   the Escrow Borrower shall (A) voluntarily commence any proceeding, file any petition, pass any resolution or make any application seeking liquidation, reorganization, administration or other relief under any Insolvency Law now or hereafter in effect, (B) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in Section 7.01(e), (C) apply for or consent to the appointment of a receiver, interim receiver, receiver and manager, liquidator, assignee, trustee, custodian, sequestrator, administrator, examiner, conservator or similar official for the Escrow Borrower or for a substantial part of its assets, (D) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (E) make a general assignment for the benefit of creditors or (F) take any action for the purpose of effecting any of the foregoing.

SECTION 7.02                                 Events of Default From and After Acquisition.  The following events that occur from and after the Acquisition Effective Date shall constitute “Events of Default”:

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(a)                                 the Borrower shall fail to pay any principal of any Loan when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;

(b)                                 the Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in Section 7.02(a)) payable under any Loan Document, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of three Business Days;

(c)                                  any material representation or warranty made or deemed made by or on behalf of any Loan Party or any Subsidiary in or in connection with this Agreement or any other Loan Document or any amendment or modification thereof or waiver thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any Loan Document or any amendment or modification thereof or waiver thereunder, shall prove to have been incorrect in any material respect when made or deemed made (or in any respect if such representation or warranty is by its terms already qualified as to materiality);

(d)                                 any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in Section 5.02(a), Section 5.03 (with respect to the Borrower’s existence), Section 5.08, Section 5.15 or in Article VI;

(e)                                  any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in this Agreement or any other Loan Document (other than those which constitute a Default under another Section of this Article), and such failure shall continue unremedied or unwaived (i) for a period of five days after the earlier of any Authorized Officer of any Loan Party’s knowledge of such breach or notice thereof from the Administrative Agent (which notice will be given at the request of any Lender) if such breach relates to terms or provisions of Section 5.01, Section 5.02 (other than Section 5.02(a)) and Section 5.10 and (ii) otherwise, for a period of 30 days after the earlier of any Authorized Officer of any Loan Party’s knowledge of such breach or notice thereof from the Administrative Agent (which notice will be given at the request of any Lender);

(f)                                   the Borrower or any of its Restricted Subsidiaries shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable (beyond any applicable grace or cure period);

(g)                                  any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both), and continues for the period of time that would permit, the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this Section 7.02(g) shall not apply to (i) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, (ii) voluntary early redemption, tender for, repurchase, defeasance or prepayment of Indebtedness that is permitted under this Agreement and not triggered by a Change of Control or (iii) any other prepayment which does not arise from a failure to pay obligations with respect to, or a default or event of default under (or other non-compliance with the terms of) such Material Indebtedness;

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(h)                                 an involuntary proceeding (including the filing of any notice of intention in respect thereof) shall be commenced or an involuntary petition shall be filed (other than against an Immaterial Subsidiary) seeking (A) bankruptcy, liquidation, winding-up, dissolution, reorganization, examination, suspension of general operations or other relief in respect of the Borrower or any of its Restricted Subsidiaries or its debts, or of a substantial part of its assets, under any Insolvency Law now or hereafter in effect, (B) the composition, rescheduling, reorganization, examination, arrangement or readjustment of, or other relief from, or stay of proceedings to enforce, some or all of the debts or obligations of the Borrower or any of its Restricted Subsidiaries, (C) the appointment of a receiver, interim receiver, receiver and manager, liquidator, provisional liquidator, administrator, examiner, trustee, custodian, sequestrator, conservator, examiner, agent or similar official for the Borrower or any of its Restricted Subsidiaries or for any substantial part of its assets or (D) possession, foreclosure, seizure or retention, sale or other disposition of, or other proceedings to enforce security over any substantial part of the assets of the Borrower or any of its Restricted Subsidiaries and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered;

(i)                                     the Borrower or any of its Restricted Subsidiaries (other than an Immaterial Subsidiary) shall (A) voluntarily commence any proceeding, file any petition, pass any resolution or make any application seeking liquidation, reorganization, administration or other relief under any Insolvency Law now or hereafter in effect, (B) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in Section 7.02(h), (C) apply for or consent to the appointment of a receiver, interim receiver, receiver and manager, liquidator, assignee, trustee, custodian, sequestrator, administrator, examiner, conservator or similar official for the Borrower or any such Restricted Subsidiary or for a substantial part of its assets, (D) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (E) make a general assignment for the benefit of creditors or (F) take any action for the purpose of effecting any of the foregoing;

(j)                                    the Borrower or any of its Restricted Subsidiaries (other than an Immaterial Subsidiary) shall become unable, admit in writing its inability or fail generally to pay its debts as they become due;

(k)                                 one or more final judgments for the payment of money in an aggregate amount in excess of $75,000,000 (to the extent not covered by insurance or a creditworthy indemnitor as to which the relevant insurance company or creditworthy indemnitor has not denied coverage) shall be rendered against the Borrower, any of its Restricted Subsidiaries or any combination thereof and the same shall remain undischarged, unsatisfied or unappealed for a period of 30 consecutive days during which execution shall not be effectively stayed;

(l)                                     an ERISA Event shall have occurred that, in the opinion of the Required Lenders, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect;

(m)                             a Change in Control shall occur;

(n)                                 the guarantee contained in Section 2 of the Guarantee and Collateral Agreement shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the

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invalidity or unenforceability of such guarantee, or any Loan Party shall deny that it has any further liability under such guarantee, or shall give notice to such effect;

(o)                                 any Collateral Document shall for any reason fail to create a valid and perfected first priority security interest (subject to (x) Permitted Liens to the extent any such Permitted Liens would have priority over the Liens in favor of the Collateral Agent by operation of any applicable law and (y) liens subject to the Intercreditor Agreements, which will be subject to the provisions thereof and have only the priority set forth therein) in any material portion of the Collateral purported to be covered thereby, except (i) as permitted by the terms of any Collateral Document or (ii) if such loss of perfection or priority results from the failure of the Administrative Agent to maintain possession of certificates actually delivered to it or to file UCC continuation statements, or any Collateral Document with respect to a material portion of the Collateral shall fail to remain in full force or effect or any action shall be taken by any of the Loan Parties to discontinue or to assert the invalidity or unenforceability of any Collateral Document; or

(p)                                 any material provision of any Loan Document for any reason ceases to be valid, binding and enforceable in accordance with its terms (or any Loan Party shall challenge the enforceability of any Loan Document or shall assert in writing, or engage in any action or inaction based on any such assertion, that any provision of any of the Loan Documents has ceased to be or otherwise is not valid, binding and enforceable in accordance with its terms);

SECTION 7.03                                 Remedies Upon Event of Default.  In the case of every such Event of Default (a) until the Acquisition Effective Date, as set forth in Sections 7.01 and (b) from and after the Acquisition Effective Date, Section 7.02 (other than an event with respect to the Borrower described in Section 7.01(e), Section 7.01(f), Section 7.02(h), Section 7.02(i) or Section 7.02(j)), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower, take either or both of the following actions, at the same or different times: (i) terminate the Commitments (if any), and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; and in case of any event with respect to the Borrower described in Section 7.01(e), Section 7.01(f), Section 7.02(h), Section 7.02(i) or Section 7.02(j), the Commitments (if any) shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.  Upon the occurrence and during the continuance of an Event of Default but subject to the Intercreditor Agreements, the Administrative Agent and the Collateral Agent may, and at the request of the Required Lenders shall, exercise any rights and remedies provided to the Administrative Agent or the Collateral Agent under the Loan Documents or at law or in equity, including all remedies provided under the UCC.

SECTION 7.04                                 Application of Funds.  Subject to the Intercreditor Agreements, after the exercise of remedies provided for in Section 7.03 (or after the Loans have automatically become immediately due and payable as set forth in Section 7.03), any amounts received by the Administrative

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Agent on account of the Obligations shall be applied by the Administrative Agent in the following order:

first, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent) payable to the Administrative Agent or the Collateral Agent, each in its capacity as such;

second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders arising under the Loan Documents), ratably among them in proportion to the respective amounts described in this clause Second payable to them;

third, to payment of that portion of the Obligations constituting interest on the Loans and other Obligations arising under the Loan Documents, ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them;

fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; and

last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

ARTICLE VIII

The Administrative Agent and the Collateral Agent

(a)                                 Each of the Lenders hereby irrevocably appoints the Administrative Agent and the Collateral Agent as its agent and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf, including execution of the other Loan Documents, and to exercise such powers as are delegated to such Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto.  The provisions of this Article are solely for the benefit of the Administrative Agent, the Collateral Agent and the Lenders, and neither the Borrower nor any Subsidiary Guarantor shall have rights as a third-party beneficiary of any of such provisions, except for the consent right provided in clause (f) of this Article VIII.  It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.

(b)                                 Any Person serving as the Administrative Agent or the Collateral Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent or the Collateral Agent, and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent or Collateral Agent hereunder in its individual capacity, and such Person and its Affiliates may accept deposits from, lend money to, invest in, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage

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in any kind of business with the Loan Parties or any Subsidiary of a Loan Party or other Affiliate thereof as if it were not the Administrative Agent or the Collateral Agent hereunder and without any duty to account therefor to the Lenders.

(c)                                  Neither the Administrative Agent nor the Collateral Agent shall have any duties or obligations except those expressly set forth in the Loan Documents, and their duties hereunder shall be administrative in nature.  Without limiting the generality of the foregoing, (x) neither the Administrative Agent nor the Collateral Agent shall be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (y) neither the Administrative Agent nor the Collateral Agent shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that such Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02); provided that neither the Administrative Agent nor the Collateral Agent shall be required to take any action that, in the opinion of the Administrative Agent or the Collateral Agent or the opinion of any of their counsel, may expose the Administrative Agent or the Collateral Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Insolvency Law, and (z) except as expressly set forth in the Loan Documents, neither the Administrative Agent nor the Collateral Agent shall have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Restricted Subsidiaries that is communicated to or obtained by the bank serving as the Administrative Agent or the Collateral Agent or any of its Affiliates in any capacity.  Neither the Administrative Agent nor the Collateral Agent shall be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and non-appealable judgment.  Neither the Administrative Agent nor the Collateral Agent shall be deemed to have knowledge of any Default unless and until written notice thereof is given to such Agent by the Borrower or a Lender, and neither the Administrative Agent nor any Collateral Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the adequacy, accuracy or completeness of any information (whether oral or written) set forth or in connection with any Loan Document, (v) the legality, validity, enforceability, effectiveness, adequacy or genuineness of any Loan Document or any other agreement, instrument or document, (vi) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vii) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or the Collateral Agent.

(d)                                 The Administrative Agent and the Collateral Agent shall each be entitled to rely upon, and shall not incur any liability for relying upon, (i) any representation, notice, request, certificate, consent, statement, instrument, document or other writing or communication believed by it to be genuine and to have been authorized, signed or sent by the proper Person, (ii) any statement made to it orally or by telephone and believed by it to be made or authorized by the proper Person or (iii) any statement made by a director, authorized signatory or employee of any Person regarding any matters which may reasonably be assumed to be within his or her knowledge or within his or her power to verify.  In determining

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compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan.  The Administrative Agent and the Collateral Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

(e)                                  The Administrative Agent and the Collateral Agent may perform any and all of its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Administrative Agent or the Collateral Agent, as the case may be.  The Administrative Agent and the Collateral Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers through their respective Related Parties.  The exculpatory provisions of this Article VIII shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and the Collateral Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as the Administrative Agent and the Collateral Agent, as the case may be.  The Administrative Agent and the Collateral Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that the Administrative Agent and the Collateral Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.

(f)                                   Each of the Administrative Agent and the Collateral Agent, may resign at any time upon 30 days’ notice to the Lenders and the Borrower.  Upon receipt of any such resignation, the Required Lenders shall have the right, with the consent of the Borrower (so long as no Event of Default is then in existence), to appoint a successor (which in no event shall be a Disqualified Institution).  If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent or Collateral Agent, as the case may be, gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent or Collateral Agent, as the case may be, may (but shall not be obligated to), on behalf of the Lenders, with the consent of the Borrower if no Event of Default is in existence (such consent not to be unreasonably withheld, conditioned or delayed), appoint its successor in such capacity, which shall be a commercial bank with an office in the United States, or an Affiliate of any such Person with an office in the United States, or a Lender.  Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on such effective date, whereupon (i) the retiring Administrative Agent or Collateral Agent, as applicable, shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Agent for the benefit of the Secured Parties, the retiring Collateral Agent may (but shall not be obligated to) continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent or the Collateral Agent, as applicable, shall instead be made by or to each Lender directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent or Collateral Agent, as applicable, as provided for above.  Upon the acceptance of its appointment as Administrative Agent or Collateral Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges, obligations and duties of the retiring Administrative Agent or Collateral Agent (other than as provided in Section 2.13(h) and other than any rights to indemnity payments or other

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amounts owed to the retiring Administrative Agent or Collateral Agent, as the case may be, as of the Resignation Effective Date), and the retiring Administrative Agent or Collateral Agent shall be discharged from its duties and any further obligations hereunder and under the other Loan Documents (if not already discharged therefrom as provided above in this Article).  The retiring Administrative Agent or Collateral Agent shall, at its own cost, make available to the successor Administrative Agent or Collateral Agent any documents and records and provide any assistance which the successor Administrative Agent or Collateral Agent may reasonably request for the purposes of performing its functions as Administrative Agent or Collateral Agent under the Loan Documents.  The fees payable by the Borrower to a successor Administrative Agent or Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor.  After the Administrative Agent’s or Collateral Agent’s resignation hereunder, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent or Collateral Agent.

(g)                                  Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent, the Collateral Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement.  Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

(h)                                 In case of the pendency of any proceeding under any Insolvency Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:

(i)                                     to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Collateral Agent and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Collateral Agent and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the Collateral Agent and the Administrative Agent) allowed in such judicial proceeding; and

(ii)                                  to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for

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the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.08 and 9.03.

The Secured Parties hereby irrevocably authorize the Administrative Agent, at the direction of the Required Lenders, to credit bid all or any portion of the Secured Obligations (including accepting some or all of the Collateral in satisfaction of some or all of the Secured Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the provisions of the Bankruptcy Code of the United States, including under Sections 363, 1123 or 1129 of the Bankruptcy Code of the United States, or any similar laws in any other jurisdictions to which a Loan Party is subject, (b) at any other sale or foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) the Administrative Agent (whether by judicial action or otherwise) in accordance with any applicable law.  In connection with any such bid (i) the Administrative Agent shall be authorized to form one or more acquisition vehicles to make a bid, (ii) to adopt documents providing for the governance of the acquisition vehicle or vehicles (provided that any actions by the Administrative Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or Equity Interests thereof shall be governed, directly or indirectly, by the vote of the Required Lenders, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the Required Lenders contained in clauses (i) through (x) of Section 9.02(b) of this Agreement), (iii) the Administrative Agent shall be authorized to assign the relevant Secured Obligations to any such acquisition vehicle (determined on the basis of the portion of the aggregate amount of the Secured Obligations held by each Secured Party at such time) and each of the Secured Parties shall be deemed to have received an equivalent pro rata portion of any Equity Interests and/or debt instruments issued by such an acquisition vehicle on account of the assignment of the Secured Obligations to be credit bid, all without the need for any Secured Party or acquisition vehicle to take any further action, and (iv) to the extent that Secured Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of Secured Obligations assigned to the acquisition vehicle exceeds the amount of debt credit bid by the acquisition vehicle or otherwise), such Secured Obligations shall automatically be reassigned to the Secured Parties on a pro rata basis (determined on the basis of the portion of the aggregate amount of the Secured Obligations held by each Secured Party at such time) and the Equity Interests and/or debt instruments issued by any acquisition vehicle on account of the Secured Obligations that had been assigned to the acquisition vehicle shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further action.

(i)                                     Each of the Lenders irrevocably authorizes the Administrative Agent and the Collateral Agent to enter into the Intercreditor Agreements and any other intercreditor or subordination agreement it deems reasonable (it being understood that the entry into the Intercreditor Agreements shall be deemed to be reasonable) in connection with any obligations not prohibited hereunder and that if any such other intercreditor or subordination agreement is posted to the Lenders three (3) Business Days before being executed and the Required Lenders shall not have objected to such other intercreditor or subordination agreement the Required Lenders shall be deemed to agree that the Administrative Agent’s or the Collateral Agent’s entry into of such other intercreditor or subordination agreement is reasonable and to have consented to such other intercreditor or subordination agreement and such Agent’s execution thereof.  The Administrative Agent and the Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of

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the Collateral, the existence, priority or perfection of the Administrative Agent’s or the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent or the Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

(j)                                    The Collateral Agent shall act as the secured party for the benefit of the Secured Parties.

(k)                                 The Arrangers, Syndication Agent and the Documentation Agents shall not have any right, power, obligation, liability, responsibility or duty under this Agreement.

(l)                                     The Administrative Agent and the Collateral Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Disqualified Institutions.  Without limiting the generality of the foregoing, the Administrative Agent and the Collateral Agent shall not (x) be obligated to ascertain, monitor or inquire as to whether any Lender or Participant or prospective Lender or Participant is a Disqualified Institution or (y) have any liability with respect to or arising out of any assignment or participation of Loans, or disclosure of confidential information, to any Disqualified Institution.

ARTICLE IX

Miscellaneous

SECTION 9.01                                 Notices.  (a)  All notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile, as follows:

I.                                        if to any Loan Party, to Staples at:

Staples, Inc.  
500 Staples Drive
Framingham, MA 01702
Attention: Treasurer
Telephone: (508) 253-4766
Email: john.buchta@staples.com

with a copy to the General Counsel

Email: michael.williamsgc@staples.com
Telephone: (508) 253-0637

II.                                   if to the Administrative Agent or the Collateral Agent to:

Barclays Bank PLC
745 Seventh Avenue
New York, NY 10019
Attention: Christopher R. Lee

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Facsimile: (212) 220-9646
Email: christopher.r.lee@barclays.com

III.                              if to any Lender, to it at its address or facsimile number set forth in its Administrative Questionnaire.

All such notices and other communications (i) sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received or (ii) sent by facsimile shall be deemed to have been given when sent, provided that if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient.

(b)                                 Notices and other communications to the Lenders hereunder also may be delivered or furnished by electronic communications (including e-mail and internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article II or to certificates delivered pursuant to Section 5.01(d) unless otherwise agreed by the Administrative Agent and the applicable Lender.  The Administrative Agent or the Borrower (on behalf of the Loan Parties) may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. All such notices and other communications (i) sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if not given during the normal business hours of the recipient, such notice or communication shall be deemed to have been given at the opening of business on the next Business Day for the recipient, and (ii) posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (b)(i) of notification that such notice or communication is available and identifying the website address therefor.

(c)                                  Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to the Borrower, the Administrative Agent and the Collateral Agent.  In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, facsimile number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender.  Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable Law, including United States Federal and state securities Laws, to make reference to Borrower Materials that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes of United States Federal or state securities laws.

(d)                                 THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.”  THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE

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PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS.  NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM.  In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to any Borrower, any Lender or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s, any Loan Party’s or the Administrative Agent’s transmission of Borrower Materials or notices through the platform, any other electronic platform or electronic messaging service, or through the Internet, other than damages caused by one or more of the Agent Parties’ gross negligence or willful misconduct, as determined by a court of competent jurisdiction by final and non-appealable judgment.

SECTION 9.02                                 Waivers; Amendments.  (a)  No failure or delay by any Agent or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power.  The rights and remedies of the Agents and the Lenders hereunder and under any other Loan Document are cumulative and are not exclusive of any rights or remedies that they would otherwise have.  No waiver of any provision of any Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by this Section 9.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given.  Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Default, regardless of whether any Agent or any Lender may have had notice or knowledge of such Default at the time.

(b)                                 Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (i) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders (or the Administrative Agent with the consent of the Required Lenders), (ii) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent, the Collateral Agent (to the extent it is a party to such Loan Document) and each Loan Party that is a party thereto, with the consent of the Required Lenders, (iii) in the case of the Escrow Agreement, pursuant to an agreement or agreements in writing entered into by the Escrow Agent, the Escrow Borrower, the Administrative Agent and the Collateral Agent, with the consent of the Required Lenders, or (iv) as otherwise expressly provided for in this Section 9.02(b); provided that no such agreement shall (i) increase the Commitment of any Lender without the written consent of such Lender, (ii) reduce or forgive the principal amount of any Loan or amortization payment or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, without the written consent of each Lender directly and adversely affected thereby, (iii) postpone any scheduled date of payment of the principal amount of any Loan, including any amortization payment, or any date for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender directly and adversely affected thereby (for the avoidance of doubt, amendments to reduce the default rate of interest or to reduce or eliminate any mandatory prepayment required by Section 2.07(b) shall require only the consent of the Required Lenders), (iv) impose modifications or restrictions on

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assignments and participations that are more restrictive than, or additional to, those set forth in Section 9.04 without the consent of each Lender directly and adversely affected thereby, (v) change Section 2.14(b), Section 2.14(c) or Section 7.04 in a manner that would alter the manner in which payments are shared or the relative priorities of such payments, in each case, without the written consent of each Lender directly and adversely affected thereby, (vi) change any of the provisions of this Section 9.02(b) or the definition of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders (or Lenders of any Class) required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender, (vii) except as provided in clause (i) of the first sentence of Section 9.02(c), release the Borrower or release all or substantially all of the value of the guarantees contained in the Loan Documents, including Section 2 of the Guarantee and Collateral Agreement, or limit the liability of the Loan Parties in respect of such guarantees, without the written consent of each Lender directly and adversely affected thereby, (viii) except as provided in clause (i) of the first sentence of Section 9.02(c), release all or substantially all of the Collateral without the written consent of each Lender directly and adversely affected thereby, (ix) subordinate all or part of the Obligations to any other Indebtedness without the prior written consent of each Lender directly and adversely affected thereby, (x) extend the Escrow Conditions Deadline (other than to November 10, 2016 in accordance with the definition of “Escrow Conditions Deadline”), or (xi) except as provided in clause (i) of Article VIII or Section 9.02(c), subordinate all or part of the Liens securing the Secured Obligations to any other Liens without the written consent of each Lender directly and adversely affected thereby; provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of any Agent without the prior written consent of such Agent.  In addition to the foregoing, this Agreement may also be amended by supplements to the Schedules pursuant to Section 1.07, Incremental Amendments pursuant to Section 2.17, Refinancing Amendments pursuant to Section 2.18 and Extension Amendments pursuant to Section 2.19, in each case, without the consent of the Required Lenders.

Notwithstanding anything to the contrary herein, the Administrative Agent and the Collateral Agent may, with the consent of the Borrower only, amend, modify or supplement this Agreement or any other Loan Document to cure any ambiguity, omission, defect or inconsistency, so long as such amendment, modification or supplement does not adversely affect the rights of any Lender or the Lenders shall have received at least five Business Days’ prior written notice thereof and the Administrative Agent and the Collateral Agent shall not have received, within five Business Days of the date of such notice to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendment.

(c)                                  The Lenders hereby irrevocably authorize the Collateral Agent to release any Liens granted to the Collateral Agent by the Loan Parties on any Collateral (i) upon the payment and satisfaction in full in cash of all Secured Obligations (other than indemnification and other contingent obligations not yet due and owing), (ii) constituting property sold or otherwise disposed of if the Loan Party disposing of such property certifies to the Collateral Agent that the sale or disposition is made in compliance with the terms of this Agreement (and the Collateral Agent may rely conclusively on any such certificate, without further inquiry), (iii) constituting property leased to a Loan Party under a lease which has expired or been terminated in a transaction permitted under this Agreement, (iv) as required to effect any sale or other disposition of such Collateral in connection with any exercise of remedies by the Collateral Agent, the Administrative Agent or the Lenders pursuant to Article VII and the Intercreditor Agreements, (v) if such Liens were granted by any Loan Party which ceases to be a Subsidiary of the Borrower as a result of a transaction permitted under the Loan Documents or (vi) constituting the Escrow

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Account and the Escrow Property substantially concurrently with the closing of the Acquisition on the Acquisition Effective Date.  The Lenders hereby also irrevocably authorize the Collateral Agent to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(d).  Except as provided in the preceding sentences of this Section 9.02(c) or in Section 9.02(b), the Collateral Agent will not release or subordinate any Liens on Collateral without the prior written authorization of the Required Lenders.  The Lenders hereby irrevocably authorize the Administrative Agent to release any Loan Party from its obligations under the Guarantee and Collateral Agreement if such Loan Party ceases to be a Subsidiary of the Borrower as a result of a transaction permitted under the Loan Documents.  Any such release shall not in any manner discharge, affect, or impair the Secured Obligations or any Liens (other than those expressly being released) upon (or obligations of the Loan Parties in respect of) interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral.  In connection with any release of Collateral permitted under this Agreement, the Administrative Agent or the Collateral Agent, upon receipt of any certificates or other documents reasonably requested by it to confirm compliance with this Agreement, shall promptly execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such release.

(d)                                 Notwithstanding the foregoing, no Lender consent is required to effect any amendment or supplement to any Intercreditor Agreement or other intercreditor agreement or arrangement permitted under this Agreement that is for the purpose of adding the holders of Permitted Pari Passu Refinancing Debt, as expressly contemplated by the terms of such Intercreditor Agreement or other intercreditor agreement or arrangement permitted under this Agreement, as applicable (it being understood that any such amendment or supplement may make such other changes to the applicable intercreditor agreement as, in the good faith determination of the Administrative Agent, are required to effectuate the foregoing provided that such other changes are not adverse, in any material respect, to the interests of the Lenders); provided that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or Collateral Agent, as applicable.

SECTION 9.03                                 Expenses; Indemnity; Damage Waiver.  (a)  Each of Staples and the Borrower shall jointly and severally pay (i) all reasonable and documented or invoiced out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, each Arranger and their respective Affiliates, including the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent, the Collateral Agent and each Arranger (limited, in the absence of an actual conflict of interest, to the primary counsel of the Administrative Agent and the Collateral Agent and one counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest, where the party affected by such conflict informs Staples of such conflict and thereafter retains its own counsel, of another firm of counsel for each such affected person), as the case may be, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation, execution, delivery and administration of the Loan Documents or any amendments, modifications or waivers of the provisions of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated) and (ii) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, the Collateral Agent, any Arranger or any Lender (including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent,

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Collateral Agent, any Arranger or any Lender) in connection with the enforcement, collection or protection of any rights and remedies under this Agreement and the other Loan Documents, including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Insolvency Law, and including in connection with any workout, restructuring or negotiations in respect of the Credit Extensions and the Loan Documents, including the reasonable fees, charges and disbursements of counsel (but limited to one counsel for the Administrative Agent, the Collateral Agent, the Arrangers and the Lenders taken a whole and, if necessary, one local counsel in each relevant material jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and special counsel for each relevant specialty (and, in the case of an actual or perceived conflict of interest, where the party affected by such conflict informs Staples of such conflict and thereafter retains its own counsel, of another firm of counsel for each such affected person)).

(b)                                 Each of Staples and the Borrower shall jointly and severally indemnify each Agent, each Arranger, each Lender, and each Related Party of any of the foregoing Persons (each such Person, an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, penalties, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of the Loan Documents or any agreement or instrument contemplated thereby, the performance by the parties hereto of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or the use of the proceeds therefrom, (iii) any actual or alleged presence or Release of Hazardous Materials on or from any property currently or formerly owned or operated by Staples or any of its Subsidiaries, or any Environmental Liability related in any way to Staples or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto or whether any claim, litigation or other proceeding is brought by a third party or a Loan Party or any Affiliate of any Loan Party or any creditor or shareholder of a Loan Party; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, penalties, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee or the material breach of such Indemnitee’s obligation to fund its Commitments hereunder or (y) result from any dispute solely among Indemnitees (other than any claims against an Indemnitee in its capacity or in fulfilling its role as an agent or arranger or any similar role under any Facility and other than any claims arising out of any act or omission of Staples or any of its Affiliates).  This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, or liabilities arising from any non-Tax claim.

(c)                                  To the extent that Staples or the Borrower fails to pay any amount required to be paid by it to any Agent or any Related Party of any Agent under Section 9.03(a) or Section 9.03(b), each Lender severally agrees to pay (whether or not any such amount arises, in whole or in part, out of the comparative, contributory or sole negligence of such Agent or such Related Party) to such Agent or such Related Party such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, penalty, liability or related expense, as the case may be, was incurred by or asserted against such Agent or such Related Party in its capacity as such.

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(d)                                 To the extent permitted by applicable law, no party hereto shall assert, and each hereby waives, any claim against any other party on any theory of liability for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or the use of the proceeds thereof; provided that such waiver of special, indirect, consequential or punitive damages shall not, in any way, limit the indemnification obligations of the Loan Parties under this Section 9.03.  No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials distributed by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement, the other Loan Documents or the transactions contemplated hereby or thereby, unless determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee.

(e)                                  All amounts due under this Section 9.03 shall be payable promptly after written demand therefor.

(f)                                   The agreements in this Section shall survive the resignation of the Administrative Agent, the Collateral Agent, the replacement of any Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all the other Obligations.

SECTION 9.04                                 Successors and Assigns.  (a)  The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder (other than pursuant to the Borrower Assumption Agreement) without the prior written consent of the Administrative Agent and each Lender, and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except in accordance with this Section 9.04.  Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in Section 9.04(e) and, to the extent expressly contemplated hereby, the Indemnitees and the Related Parties of each of the Administrative Agent, the Collateral Agent, any sub-agent thereof and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b)                                 Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of the Loans at the time owing to it); provided that (in each case with respect to any Facility) any such assignment shall be subject to the following conditions:

(i)                                     in the case of an assignment of the entire remaining amount of the assigning Lender’s Loans at the time owing to it (in each case with respect to any Facility) or contemporaneous assignments to related Approved Funds (determined after giving effect to such assignments) that equal at least the amount specified in Section 9.04(b)(ii) in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned;

(ii)                                  in any case not described in Section 9.04(b)(i), the aggregate principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is

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delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $1,000,000, unless each of the Administrative Agent and, so long as no Event of Default pursuant to Section 7.01(c), Section 7.01(e), Section 7.01(f), Section 7.02(a), Section 7.02(b), Section 7.02(h), Section 7.02(i) or Section 7.02(j) has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed);

(iii)                               each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan, except that this Section 9.04(b)(iii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Facilities on a non-pro rata basis;

(iv)                              no consent shall be required for any assignment except to the extent required by Section 9.04(b)(ii) and, in addition: