**Exhibit 4.21**

 

**ENGLISHSTANDARD TERMS AND CONDITIONS**

 

**THISDOCUMENT** records the terms andconditions on which, and subject to which, **(A)ROBERT HORNE GROUP PLC**(formerly known as Robert Horne Paper CompanyLimited) (registered number 00584756) whose registered office is atHuntsman House, Mansion Close, Moulton Park, Northampton NN3 6LA, **THE HOWARD SMITH PAPER GROUP LIMITED**(registered number 01138498) whose registered office is at Sovereign House,Rhosili Road, Brackmills, Northampton NN4 0JE and **THE M6 PAPER GROUP LIMITED** (registered number 02755905) whoseregistered office is at Motorway House, Charter Way, Hurdsfield IndustrialEstate, Macclesfield, Cheshire SK10 2NY (together with Robert Horne GroupPlc and The Howard Smith Paper Group Limited, the ***Initial English Originators*** and each an ***English Originator***)are prepared to offer to sell from time to time to **BUHRMANN SILVER S.A.**(registered number 75881) whoseregistered office is at 398 Route d’Esch, L-1471, Luxembourg (the ***European Receivables Warehouse Company***)English Receivables together with the benefit of all Ancillary Rights thereinand **(B)** the European ReceivablesWarehouse Company is prepared to sell from time to time to **SILVER SECURITISATION B.V.** (registeredno.34176237) whose registered office is at Herengracht 450, 1017 CA Amsterdam,The Netherlands (the ***EuropeanMaster Purchaser***) English Receivables together with the benefitof all Ancillary Rights purchased from the English Originators and to theintent that **DEUTSCHE TRUSTEE COMPANY LIMITED**(formerlyknown as Bankers Trustee Company Limited) (registered number 338230) whoseregistered office is at Winchester House, 1 Great Winchester Street,London EC2N 2DB (the ***Security Agent***, which expression shall include suchperson and all other persons for the time being acting as the security agent oragents pursuant to the European Receivables Warehouse Company SecurityDocuments and the European Master Purchaser Security Documents) shall be aparty to, and have the benefit of the terms and conditions incorporated into,and constituting the terms and conditions of, any contract concluded pursuantto the acceptance by the European Receivables Warehouse Company of an EnglishOriginator Offer to Sell made by the English Originators following delivery bythe relevant Initial English Originator of an English Originator Notice ofIntention to Make Offers to Sell and of any contract concluded pursuant to theacceptance by the European Master Purchaser of an European ReceivablesWarehouse Company Offer to Sell made by the European Receivables WarehouseCompany following delivery by the European Receivables Warehouse Company of anEuropean Receivables Warehouse Company Notice of Intention to Make Offers toSell.

 

## **DEFINITIONS ANDINTERPRETATION**

 

1.1                                 (a)           Capitalised termsin these English Standard Terms and Conditions shall, except where the contextotherwise requires and save where otherwise defined herein, bear the meaningsascribed to them in the Master Definitions and Framework Deed (the ***Framework Deed***)******executed by theparties thereto on 27 September 2000 as amended and restated on 28September 2001 and 18 July 2002 (as the same may be amended, varied orsupplemented from time to time with the consent of the parties to it) and theseEnglish Standard Terms and Conditions shall be construed in accordance with theprinciples of construction set out therein.

 

(b)                                 These English Standard Terms and Conditions shall have expressly andspecifically incorporated into them the provisions set out in the FrameworkDeed (hereafter referred to as the ***Provisions***), as though the same were set out in fullherein *mutatismutandis*.  In the event ofany conflict between the provisions of these English Standard Terms andConditions and the Provisions, the Provisions shall prevail.

 

1.2           Thisdocument is the English Standard Terms and Conditions referred to in theFramework Deed.

 

1.3           Thisdocument (including the Schedules and the Appendices annexed hereto) shall haveno force and effect unless and until any contract is concluded in respect ofEnglish Receivables

 

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incorporating this document therein and shallonly have force and effect in relation to such contract when incorporated intosuch contract.

 

## **ENGLISH ORIGINATOROFFERS TO SELL AND EUROPEAN RECEIVABLES WAREHOUSE COMPANY OFFERS TO SELL**

 

2.1                                **English Originator Notice of Intention toMake****Offers toSell English Receivables:**

 

(a)                                  Pursuant to the English Originator Notice of Intention to MakeOffers to Sell, each English Originator has given the European ReceivablesWarehouse Company notice that it intends from time to time in its absolutediscretion, on any Business Day, to make offers to sell (***English Originator Offers to Sell***,and each an ***EnglishOriginator Offer to Sell***) to the European Receivables WarehouseCompany all of its right, title and interest, present and future, in and tocertain receivables originated by such English Originator in the ordinarycourse of its business.  If an EnglishOriginator wishes to make an English Originator Offer to Sell to the EuropeanReceivables Warehouse Company then it will make such English Originator Offerto Sell by delivering in electronic form to the European Receivables WarehouseCompany an Invoices File containing details of each English Receivable inrespect of which an English Originator Offer to Sell is being made, by no laterthan 5.00 p.m. (Central European Time) on the Business Day following theBusiness Day on which such Invoice File was produced (and so that completedtransmission of the data file comprising the relevant Invoices File inelectronic form shall constitute delivery of the offer).

 

(b)                                 The European Receivables Warehouse Company shall be free, subject tothe terms of, and in accordance with, the European Receivables WarehouseCompany Deed of Charge and the Servicing Agreement, to decide whether or not toaccept any such English Originator Offer to Sell and may accept any suchEnglish Originator Offer to Sell only in the manner specified in Clause 3 ofthe English Originator Notice of Intention to Make Offers to Sell.

 

2.2                                **European Receivables Warehouse CompanyNotice of Intention to Make****Offers to Sell English Receivables:**

 

(a)                                  Pursuant to the European Receivables Warehouse Company Notice ofIntention to Make Offers to Sell, the European Receivables Warehouse Companyhas given the European Master Purchaser notice that it intends from time totime in its absolute discretion, on any Business Day, to make offers to sell (***European Receivables WarehouseCompany Offers to Sell***, and each a ***European Receivables Warehouse Company Offer to Sell***)to the European Master Purchaser all of its right, title and interest, presentand future, in and to certain English Receivables to be purchased by it on thesame relevant Business Day from the relevant English Originators originated bythem in the ordinary course of their business. If the European Receivables Warehouse Company wishes to make a EuropeanReceivables Warehouse Company Offer to Sell to the European Master Purchaserthen it will make such European Receivables Warehouse Company Offer to Sell bydelivering in electronic form to the European Master Purchaser an Invoices Filecontaining details of each English Receivable in respect of which a EuropeanReceivables Warehouse Company Offer to Sell is being made, by no later than5.00 p.m. (Central European Time) on the Business Day following the BusinessDay on which such Invoice File was produced (and so that completed transmissionof the data file comprising the relevant Invoices File in electronic form shallconstitute delivery of the offer).

 

(b)                                 The European Master Purchaser shall be required to accept any suchEuropean Receivables Warehouse Company Offer to Sell only in the mannerspecified in Clause 3 of the European Receivables Warehouse Company Notice ofIntention to Make Offers to Sell and if the European Receivables WarehouseCompany has accepted the related English Originator Offers to Sell in respectof the relevant English Receivables and it has funds available to it for suchpurchase pursuant to the European Master Purchaser Deed of Charge.

 

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2.3                                 **Incorporation of English Standard Terms andConditions:** These English Standard Terms and Conditions shall be expressly andspecifically incorporated into:

 

(a)                                  each English Originator Offer to Sell and shall accordinglyconstitute the terms and conditions of any contract concluded between anEnglish Originator and the European Receivables Warehouse Company as a resultof any acceptance by the European Receivables Warehouse Company, in accordancewith Clause 3 of the English Originator Notice of Intention to Make Offers toSell, of any English Originator Offer to Sell made by the English Originator(each an ***EnglishOriginator Receivables Sale Contract***).

 

(b)                                 each European Receivables Warehouse Company Offer to Sell and shallaccordingly constitute the terms and conditions of any contract concludedbetween the European Receivables Warehouse Company and the European MasterPurchaser as a result of any acceptance by the European Master Purchaser, inaccordance with Clause 3 of the European Receivables Warehouse Company Noticeof Intention to Make Offers to Sell, of any European Receivables WarehouseCompany Offer to Sell made by the European Receivables Warehouse Company (eachan ***Onward EnglishReceivables Sale Contract***).

 

2.4                                 **Acceptance:**

 

(a)                                  The European Receivables Warehouse Company may from time to time onany Business Day accept the English Originator Offer to Sell made by therelevant English Originator, in the manner set out in Clause 3 of the relevantEnglish Originator Notice of Intention to Make Offers to Sell and on termswhich incorporate these English Standard Terms and Conditions.

 

(b)                                 The European Master Purchaser may from time to time on any BusinessDay accept the European Receivables Warehouse Company Offer to Sell made by theEuropean Receivables Warehouse Company, in the manner set out in Clause 3 ofthe relevant European Receivables Warehouse Company Notice of Intention to MakeOffers to Sell and on terms which incorporate these English Standard Terms andConditions.

 

2.5                                 **Restriction on Acceptance by the EuropeanReceivables Warehouse Company of an English Originator Offer to Sell****:** The EuropeanReceivables Warehouse Company shall not be entitled to accept any EnglishOriginator Offer to Sell in respect of any English Receivable unless theEuropean Master Purchaser has accepted the related European ReceivablesWarehouse Company Offer to Sell and has confirmed that it will have sufficientfunds available to it in Sterling to pay the relevant Initial Purchase Pricefor those English Receivables.

 

2.6                                 **Perfection:**

 

(a)                                  The sale and purchase of the benefit of an English Receivable shall,subject to Clause 2.8, be perfected by a written assignment of therelevant English Originator’s right, title, interest and benefit in and to suchEnglish Receivable derived from the relevant Contract and specified in anInvoice and which complies with section 136 of the Law of Property Act1925 in favour of the European Receivables Warehouse Company.

 

(b)                                 The sale and purchase of the benefit of an English Receivable shall,subject to Clause 2.8, be perfected by a written assignment of theEuropean Receivables Warehouse Company’s right, title, interest and benefit inand to such English Receivable derived from the relevant Contract and specifiedin an Invoice and which complies with section 136 of the Law of PropertyAct 1925 in favour of the European Master Purchaser.

 

(c)                                  None of the European Receivables Warehouse Company, the EuropeanMaster Purchaser or the Security Agent shall be entitled to take any steps toperfect the sale and purchase of the benefit of any English Receivables or givenotice to Obligors in respect of the assignment or transfer of any Invoices,unless a Buhrmann Termination Event has occurred.

 

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2.7                                 **Execution of Powers of Attorney:**

 

(a)                                  Each English Originator agrees that it will on or before the MTNClosing Date execute and deliver to or for the order of the EuropeanReceivables Warehouse Company the following Powers of Attorney in favour of theEuropean Receivables Warehouse Company and the European Master Purchaser:

 

(i)      a Power of Attorney substantially in theform set out in Schedule 1 (each an ***English Originator European Receivables Warehouse CompanyProceedings Power of Attorney***); and

 

(ii)     a Power of Attorney substantially in theform set out in Schedule 2 (each an ***English Originator European Receivables Warehouse CompanyCompletion Power of Attorney***),

 

 together the ***English Originator European Receivables WarehouseCompany Powers of Attorney***; and

 

(b)                                 Each English Originator agrees that it will on or before the MTNClosing Date execute and deliver to or to the order of the Security Agent thefollowing Powers of Attorney in favour of the Security Agent:

 

(i)      a Power of Attorney substantially in theform set out in Schedule 3 (each an ***English Originator Security Agent Proceedings Power ofAttorney***); and

 

(ii)    a Power of Attorney substantially inthe form set out in Schedule 4 (each an ***English Originator Security Agent Completion Power ofAttorney***),

 

 together the ***English Originator Security Agent Powers of Attorney***;and

 

(c)                                  the European Receivables Warehouse Company agrees that it will on orbefore the MTN Closing Date execute and deliver to or for the order of theEuropean Master Purchaser the following Powers of Attorney in favour of theEuropean Master Purchaser:

 

(i)      a Power of Attorney substantially in theform set out in Schedule 5 (a ***European Receivables Warehouse Company European Master PurchaserProceedings Power of Attorney***); and

 

(ii)    a Power of Attorney substantially inthe form set out in Schedule 6 (ea ***European Receivables Warehouse Company European MasterPurchaser Completion Power of Attorney***),

 

 together the ***European Receivables Warehouse Company European MasterPurchaser Powers of Attorney***; and

 

(d)                                 the European Receivables Warehouse Company agrees that it will on orbefore the MTN Closing Date execute and deliver to or to the order of theSecurity Agent the following Powers of Attorney in favour of the SecurityAgent:

 

(i)      a Power of Attorney substantially in theform set out in Schedule 7 (a ***European Receivables Warehouse Company Security Agent Proceedings Powerof Attorney***); and

 

(ii)    a Power of Attorney substantially inthe form set out in Schedule 8 (a ***European Receivables Warehouse Company Security AgentCompletion Power of Attorney***),

 

 together the ***European Receivables Warehouse Company Security AgentPowers of Attorney***; and

 

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2.8                                 **No exercise**:****Each of the Security Agent, the EuropeanReceivables Warehouse Company and the European Master Purchaser agrees that itwill not exercise the powers of attorney referred to in Clause 2.7(a),(b), (c) or (d) unless and until a Buhrmann Termination Event has occurred oran English Originator or the European Receivables Warehouse Company, as thecase may be, shall have failed to perform its obligations under Clause 2.9below.

 

2.9                                 Unless no stamp or documentary taxes or duties would arise inrelation to any such steps or except with the written consent of the SecurityAgent, none of the English Originators, the European Receivables WarehouseCompany, the European Master Purchaser and the Security Agent shall take any stepsat any time to perfect the sale and purchase of the benefit of any of theEnglish Receivables and any Ancillary Rights, provided that if a BuhrmannTermination Event has occurred, the Security Agent may, in accordance withClause 2.6 hereof, require the relevant English Originator to, and the relevantEnglish Originator shall if so required, execute written assignments in favourof the European Receivables Warehouse Company, or require the EuropeanReceivables Warehouse Company to, and the European Receivables WarehouseCompany shall if so required, execute written assignments in favour of theEuropean Master Purchaser, as the case may be, in respect of:

 

(a)                                  all or any of the English Receivables and any Ancillary Rightsthereto; and

 

(b)                                 any rights, powers, remedies and discretions relating to any of theforegoing.

## ** **

## **CONSIDERATION**

 

3.                                       **Consideration**:The consideration payable by the European Receivables Warehouse Company to therelevant English Originator in respect of the purchase of the benefit of eachEnglish Receivable, and the consideration payable by the European MasterPurchaser to the European Receivables Warehouse Company in respect of thepurchase of the benefit of each English Receivable, shall (subject to theprovisions below) be the Purchase Price, which shall be payable in instalmentsin accordance with Clause 4.  ThePurchase Price shall be inclusive of any Taxes which the relevant EnglishOriginator or the European Receivables Warehouse Company, as the case may be,may be liable to account for in respect of the sale of English Receivablespursuant to the English Originator Offer to Sell or the European ReceivablesWarehouse Company Offer to Sell, as the case may be, and accordingly no EnglishOriginator or the European Receivables Warehouse Company shall be entitled toadd any amounts to the Purchase Price in respect of any such Taxes.

 

## **PAYMENT OF THEPURCHASE PRICE AND OTHER PAYMENTS**

 

4.1                                 **Initial Purchase Price**:

 

(a)                                  The Initial Purchase Price payable in respect of an EnglishReceivable shall be:

 

(i)                                     payable by the European Receivables Warehouse Company to therelevant English Originator on the Purchase Date in respect of such EnglishReceivable, subject to and in accordance with Clauses 7.3 or 8.3 (asapplicable) of the European Receivables Warehouse Company Deed of Charge; and

 

(i)                                     payable by the European Master Purchaser to the European ReceivablesWarehouse Company (or as it may otherwise direct), subject to and in accordancewith Clause 7.3 of the European Master Purchaser Deed of Charge on the PurchaseDate in respect of such English Receivable;

 

4.2                                 **DeferredPurchase Price**:****The Deferred Purchase Price in respect of an English Receivableshall, subject to Clause 4.4, be payable by the European ReceivablesWarehouse Company to the English Originator, subject to and in accordance withClauses 7.3 or 8.3 (as applicable) of the European Receivables WarehouseCompany Deed of Charge, or be payable by the European Master Purchaser to theEuropean Receivables Warehouse Company, subject to and in accordance withClause 7.3 of the European Master Purchaser Deed of Charge, as the case may be,as deferred consideration on each Business Day as follows:

 

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(a)                                  the European Receivables Warehouse Company shall pay to the EnglishOriginator an amount equal to the aggregate Deferred Purchase Price in respectof each outstanding English Receivable collected on the second Business Daypreceding that Business Day; and

 

(b)                                 the European Master Purchaser shall pay to the European ReceivablesWarehouse Company an amount equal to the aggregate Deferred Purchase Price inrespect of each outstanding English Receivable collected on the second BusinessDay preceding that Business Day;

 

4.3                                 **Surplus Discount**:  The Surplus Discount inrespect of an English Receivable shall, subject to Clauses 4.4, 4.9 and 4.10:

 

(a)                                  be payable by the European Receivables Warehouse Company to therelevant English Originator on the Business Day following the date upon whichthe Deferred Purchase Price of such English Receivable has been paid andpayment under sub-paragraph (b) below has been made and received by theEuropean Receivables Warehouse Company; and

 

(b)                                 be payable by the European Master Purchaser to the EuropeanReceivables Warehouse Company on the Business Day following the date upon whichthe Deferred Purchase Price of such English Receivable has been paid.

 

4.4                                 **Deferral of Payment of Deferred PurchasePrice and Surplus Discount following a Stop Funding Event or a BuhrmannTermination Event**:

 

(a)                                  For so long as a European Stop Funding Event (or, for the avoidanceof doubt, an Early European Amortisation Event) has occurred and is continuing,the payment of any amounts of Deferred Purchase Price and/or repayment ofSurplus Discount which would otherwise be payable to the English Originators,or the European Receivables Warehouse Company, as the case may be, inaccordance with Clause 4.2(a) or 4.3 hereof or Clauses 7.3 or 8.3 of theEuropean Receivables Warehouse Company Deed of Charge, or Clauses 7.3 or 8.3 ofthe European Master Purchaser Deed of Charge, as the case may be, shall bedeferred to the date when such European Stop Funding Event has been remedied oruntil such time as the provisions of Clause 4.4(b) shall apply.

 

(b)                                 With effect from the date that the Security Agent determines that aBuhrmann Termination Event has occurred, the payment of any amounts of DeferredPurchase Price and/or repayment of Surplus Discount which would otherwise bepayable to the English Originators, or the European Receivables WarehouseCompany, as the case may be, in accordance with Clause 4.2(a) or 4.3 hereof orClauses 7.3 or 8.3 (as applicable) of the European Receivables WarehouseCompany Deed of Charge, or Clauses 7.3 or 8.3 (as applicable) of the EuropeanReceivables Warehouse Company Deed of Charge, as the case may be, shall bedeferred to the date when there are no amounts outstanding under the EuropeanMaster Purchaser Funding Deed and the European Securitisation Facility has beencancelled.

 

4.5                                 **NoOther Payments for English Receivables**:

 

(a)                                  The European Receivables Warehouse Company shall not be obliged topay any sum to the English Originators in respect of the Purchase Price of anEnglish Receivable or Surplus Discount except as provided for in Clause 3or this Clause 4.

 

(b)                                 The European Master Purchaser shall not be obliged to pay any sum tothe European Receivables Warehouse Company in respect of the Purchase Price ofan English Receivable or Surplus Discount except as provided for in Clause 3or this Clause 4.

 

4.6                                 **Account for Payment**: Amounts payable by the European Master Purchaser to the EuropeanReceivables Warehouse Company, or by the European Receivables Warehouse Companyto an English Originator, in respect of the English Receivables shall be madeto such account as the relevant English Originator may specify to the EuropeanReceivables Warehouse Company, or to such account as the

 

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European Receivables Warehouse Company (orthe Master Servicer on its behalf) may specify to the European MasterPurchaser, in writing in both cases.

 

4.7                                 **Pre-Completion Collections**:

 

(a)                                  The English Originators and the European Receivables WarehouseCompany agree that in the event that any amounts are received from an Obligorin respect of an English Receivable which becomes a Securitised EuropeanReceivable between the date on which the Invoices File in respect thereof wasdelivered to the European Receivables Warehouse Company pursuant to Clause 2.1and the Purchase Date in respect thereof, such amounts will be for the accountof the European Receivables Warehouse Company.

 

(b)                                 The European Receivables Warehouse Company and the European MasterPurchaser agree that in the event that any amounts are received from an Obligorin respect of an English Receivable which becomes a Securitised EuropeanReceivable between the date on which the Invoices File in respect thereof wasdelivered to the European Master Purchaser pursuant to Clause 2.2 and thePurchase Date in respect thereof, such amounts will be for the account of theEuropean Master Purchaser.

 

4.8                                 **Set-offsfor Stamp Duty**:

 

(a)                                  The EuropeanReceivables Warehouse Company shallalso be entitled (if it so elects and in or towards satisfaction of therelevant English Originator’s obligations) to set-off against thePurchase Price or any part of it any stamp duty (or any other similar tax orduty on documents or the transfer of title to property) on any assignment of anEnglish Receivable which has not been paid by the relevant English Originator.

 

(b)                                 The European Master Purchasershall also be entitled (if it so elects and in ortowards satisfaction of the European Receivables Warehouse Company’sobligations) to set-off against the Purchase Price or any part of it anystamp duty (or any other similar tax or duty on documents or the transfer oftitle to property) on any assignment of an English Receivable which has notbeen paid by the European Receivables Warehouse Company.

 

4.9                                 **Limited Recourse**:

 

(a)                                  Notwithstanding any other provision of these English Standard Termsand Conditions, if after applying all amounts which are required to be paid orprovided for on any Business Day in accordance with Clause 7.3 or, as thecase may be, Clause 8.3 of the European Receivables Warehouse Company Deedof Charge, there is any amount still owing to the English Originator in respectof the Purchase Price or Surplus Discount in respect of any English Receivable,the English Originator shall not be entitled to take any further steps againstthe European Receivables Warehouse Company to recover any such sums stillunpaid and all claims and all rights to claim against the European ReceivablesWarehouse Company in respect of each such unpaid sum shall be extinguished andthe relevant English Originator shall not have any rights of recoursewhatsoever against the European Receivables Warehouse Company in respect of anysuch unpaid sums.

 

(b)                                 Notwithstanding any other provision of these English Standard Termsand Conditions, if after applying all amounts which are required to be paid orprovided for on any Business Day in accordance with Clause 7.3 or, as thecase may be, Clause 8.3 of the European Master Purchaser Deed of Charge,there is any amount still owing to the European Receivables Warehouse Companyin respect of the Purchase Price or Surplus Discount in respect of any EnglishReceivable, the European Receivables Warehouse Company shall not be entitled totake any further steps against the European Master Purchaser to recover any suchsums still unpaid and all claims and all rights to claim against the EuropeanMaster Purchaser in respect of each such unpaid sum shall be extinguished andthe European Receivables Warehouse Company shall not have any rights ofrecourse whatsoever against the European Master Purchaser in respect of anyunpaid sums.

 

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4.10                           **Payments Subject to Receipt**:** **Notwithstanding any other provision of the relevantTransaction Documents

 

(a)                                  all payments required to be made by the European ReceivablesWarehouse Company under these Standard Terms and Conditions shall be subject to(i) receipt of the same by the European Receivables Warehouse Company from theEuropean Master Purchaser as payment by the relevant English Originator to theEuropean Master Purchaser at the discretion of the European ReceivablesWarehouse Company and (ii) to the provisions of the European ReceivablesWarehouse Company Deed of Charge;

 

(b)                                 all payments required to be made by the European ReceivablesWarehouse Company to the European Master Purchaser under these Standard Termsand Conditions shall be subject to (i) receipt of the same by the EuropeanReceivables Warehouse Company from the relevant English Originator and (ii) theprovisions of the European Receivables Warehouse Company Deed of Charge; and

 

(c)                                  all payments required to be made by the European Master Purchaser tothe European Receivables Warehouse Company under these Standard Terms andConditions shall be subject to the provisions of the European Master PurchaserDeed of Charge.

 

## **COMPLETION**

 

5.(a)                         Transfer of title to any English Receivables in respect of which anyEnglish Originator Offer to Sell is accepted in accordance with Clause 2.4(a)shall take place on the date (the ***Purchase Date***) upon which any EnglishOriginator Offer to Sell is accepted in accordance with Clause 2.4(a).

 

(b)                                 Transfer of title to any English Receivables in respect of which anyEuropean Receivables Warehouse Company Offer to Sell is accepted in accordance withClause 2.4(b) shall take place on the date (the ***Purchase Date***) upon which any EuropeanReceivables Warehouse Company Offer to Sell is accepted in accordance withClause 2.4(b).

 

## **WARRANTIES**

 

6.                                       The English Originator shall provide the English Warranties to theEuropean Receivables Warehouse Company and the Security Agent, and the EuropeanReceivables Warehouse Company shall provide the English Warranties to theEuropean Master Purchaser and the Security Agent, upon and subject to the termsof the English Originator Warranty and Indemnity Deed and the EuropeanReceivables Warehouse Company Warranty and Indemnity Deed, respectively, as atthe date or dates specified therein in relation to the English Receivableswhich are the subject of each English Originator Offer to Sell or each EuropeanReceivables Warehouse Company Offer to Sell, as the case may be.

 

## **FURTHER ASSURANCE**

 

7.1                                 Each English Originator and the European Receivables WarehouseCompany hereby undertakes not to take any steps or cause any steps to be takenin respect of any English Receivables forming the subject of any acceptedEnglish Originator Offer to Sell, or the European Receivables Warehouse CompanyOffer to Sell, as the case may be, save in accordance with the properperformance of its duties under these English Standard Terms and Conditions,each relevant English Originator Offer to Sell or the European ReceivablesWarehouse Company Offer to Sell, as the case may be, the English OriginatorWarranty and Indemnity Deed and the European Receivables Warehouse CompanyEnglish Warranty and Indemnity Deed, as the case may be, and the ServicingAgreement.

 

7.2                                 For the avoidance of doubt, Clause 7.1 shall apply (withoutlimitation) to the following:

 

(a)                                  any termination, waiver, amendment or variation of the relevantcontract save in accordance with the Buhrmann Operating Procedures as they maybe amended from time to time in accordance with the Servicing Agreement;

 

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(b)                                 any assignment, assignation or sale (other than any agreementconstituted by acceptance of any English Originator Offer to Sell or anyEuropean Receivables Warehouse Company Offer to Sell) of the relevant Contractsand English Receivables; and

 

(c)                                  any disposal of (including the creation of any security interestover or other interest in) any right, title, interest, benefit or power in anyof the relevant English Receivables except pursuant to or in accordance withany English Originator Offer to Sell, any European Receivables WarehouseCompany Offer to Sell or the Servicing Agreement.

 

7.3                                 Each English Originator and the European Receivables WarehouseCompany hereby undertakes to lend its name to and to take such other steps asmay reasonably be required by the European Receivables Warehouse Company, theEuropean Master Purchaser or the Security Agent, as the case may be, inrelation to any action (through the courts or otherwise) in respect of theContracts from which the English Receivables forming the subject of anyaccepted English Originator Offer to Sell, or any accepted European ReceivablesWarehouse Company Offer to Sell, as the case may be, are derived.

 

7.4                                 Each English Originator and the European Receivables WarehouseCompany hereby undertakes to do all acts or things as may be reasonablyrequested by the European Receivables Warehouse Company or the European MasterPurchaser, as the case may be (subject to Clauses 2.6 and 2.8) to perfectthe title of the European Receivables Warehouse Company or the European MasterPurchaser to the subject of any accepted English Originator Offer to Sell, orany accepted European Receivables Warehouse Company Offer to Sell, as the casemay be, and the English Originator and the European Receivables WarehouseCompany each further undertake to exercise or enforce such rights as it mayhave to perfect the English Originator’s, or the European Receivables WarehouseCompany’s, as the case may be, title to the same or the European ReceivablesWarehouse Company’s or the European Master Purchaser’s title, as aforesaid orotherwise in connection therewith.

 

## **CONSEQUENCES OF ABUHRMANN TERMINATION EVENT**

 

8.                                       At any time after the occurrence of a Buhrmann Termination Event,the European Receivables Warehouse Company, the European Master Purchaser (orthe Master Servicer on its behalf) may, and upon being requested to do so bythe Security Agent shall (and for the avoidance of doubt, the Security Agentmay under no circumstances be under any obligation to so request), and theSecurity Agent may itself:

 

(a)                                  give notice in its own name (and/or require the English Originators,or the European Receivables Warehouse Company, as the case may be, to givenotice) to all or any of the Obligors and such other persons as the SecurityAgent requests for the purpose of protecting the English Receivables orperfecting the title of the European Receivables Warehouse Company , or theEuropean Master Purchaser, as the case may be, to all or any of the EnglishReceivables purchased pursuant to an accepted English Originator Offer to Sellor pursuant to an accepted European Receivables Warehouse Company Offer toSell;  and/or

 

(b)                                 direct (and/or require the English Originators or the EuropeanReceivables Warehouse Company to direct) all or any of the Obligors to payamounts outstanding in respect of English Receivables directly to the EuropeanReceivables Warehouse Company, or the European Master Purchaser, as the casemay be, or the Security Agent or into such accounts or to such other persons asare specified by the European Receivables Warehouse Company or the EuropeanMaster Purchaser (or by the Security Agent on its behalf); and/or

 

(c)                                  take such other action as it considers to be necessary, appropriateor desirable in order to recover any amount outstanding in respect of  English Receivables or to improve, protect,preserve or enforce their rights against the Obligors in respect of suchEnglish Receivables.

 

9

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## **GOVERNING LAWAND JURISDICTION**

 

9.1                                 This document and any English Receivables Sale Contract concluded asa result of the acceptance of any English Originator Offer to Sell, or aEuropean Receivables Warehouse Company Offer to Sell, shall be governed by andconstrued in accordance with English law.

 

9.2                                 The courtsof England are to have jurisdiction to settle any disputes which may arise outof or in connection with this document or any English Receivables Sale Contractconcluded as a result of the European Receivables Warehouse Company acceptanceof an English Originator Offer to Sell, or the European Master Purchaser’sacceptance of a European Receivables Warehouse Company Offer to Sell, andaccordingly any suit, action or proceeding arising out of or in connection withthis document or any English Receivables Sale Contract shall be brought in suchcourts.

 

10

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**SCHEDULE 1**

 

### **Form of English OriginatorEuropean Receivables Warehouse Company Proceedings Power of Attorney**

 

THIS POWER OF ATTORNEY is given on[                      ]by [ENGLISH ORIGINATOR] (registered number •) whose registered office isat[                      ](the ***Principal***) in favourof **BUHRMANN SILVER S.A.**, in itscapacity as European Receivables Warehouse Company whose registered office isat 398 Route d’Esch, L-1471 Luxembourg and **SILVERSECURITISATION B.V.**, in its capacity as European Master Purchaser,whose registered office is at Herengracht 450, 1017 CA Amsterdam, TheNetherlands (each an ***Attorney***and, together, the ***Attornies***).

 

1.                                       Pursuant to the acceptance from time to time of an EnglishOriginator Offer to Sell (each an ***English Originator Offer to Sell***) to be made by thePrincipal, the Principal will transfer to the European Receivables WarehouseCompany (or declare a trust in respect of) the benefit of certain receivablesthe subject of such English Originator Offer to Sell (the ***English******Receivables***) and theancillary rights relating thereto (the ***Ancillary Rights***).

 

2.                                       Pursuant to the acceptance from time to time of a EuropeanReceivables Warehouse Company Offer to Sell (each a ***European Receivables WarehouseCompany Offer to Sell***) made by the European ReceivablesWarehouse Company, the European Receivables Warehouse Company will transfer tothe European Master Purchaser (or declare a trust in respect of) the benefit ofthe English Receivables and related Ancillary Rights purchased by it from timeto time from the Principal.

 

3.                                       Pursuant to the contracts concluded, and the trusts arising, byacceptance of each English Originator Offer to Sell and each EuropeanReceivables Warehouse Company Offer to Sell, the Principal has agreed toappoint each of the Attornies its attorney in the manner hereinafter appearingirrevocably and by way of security for the performance of the Principal’sobligations under and pursuant to such contracts and trusts.

 

NOW THIS DEED WITNESSETH THAT the PrincipalHEREBY APPOINTS each of the Attornies (either acting alone or jointly) and anyreceiver, administrative receiver and/or administrator appointed from time totime in respect of either Attorney or its assets to be its true and lawfulattorney for it and in its name to do any of the following acts, deeds andthings or any of them as may be within the power of the Principal:

 

1.                                       to sue in the Principal’s name for all moneys due or payable underor in respect of the English Receivables or in respect of the Ancillary Rights;

 

2.                                       to do every other act or thing and execute all such deeds, documentsand certificates which the Attorney may deem to be necessary, proper orexpedient for the foregoing purpose;

 

3.                                       from time to time to substitute and appoint severally one or morepersons as attorney or attorneys (the ***Substitute Attorneys***) for all or any of thepurposes aforesaid;

 

4.                                       to do every other act or thing and to execute all such deeds,documents and certificates which the Attorney may deem to be necessary, properor expedient for all or any of the foregoing purposes; and

 

5.                                       to perfect the title of the European Receivables Warehouse Companyand/or the European Master Purchaser (as applicable) and/or the Security Agentin and to any or all of the Securitised English Receivables and to exercise anyrights, powers, remedies and discretions relating to any of the foregoing asenvisaged in the above-mentioned English Originator Offers to Sell and EuropeanReceivables Warehouse Company Offers to Sell and the English Standard Terms andConditions incorporated therein and the said trusts and exercisable by thePrincipal by reason of it remaining for the time being legal owner of theSecuritised English Receivables,

 

11

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PROVIDED HOWEVER that for the avoidance ofdoubt this Power of Attorney shall not authorise the Attorney or any SubstituteAttorney to sell, transfer, assign, sub-charge or create any security interestof any nature whatsoever over any of the English Receivables or the AncillaryRights nor shall it confer any other right in relation thereto other than thosespecifically conferred pursuant to paragraphs 1, 2, 3, 4 and 5 above.

 

AND that the Principal hereby agrees at alltimes hereafter to ratify and confirm any act, matter or deed whatsoever theAttorney or any Substitute Attorney shall lawfully do or cause to be done underor concerning these presents to the extent that such act or acts and executionare within the power of the Principal and within the contemplation of thisPower of Attorney.

 

AND the Principal hereby agrees to indemnifythe Attorney or any Substitute Attorney against any loss, claim, liability orexpense asserted against or imposed upon the said Attorney or any SubstituteAttorney as a result of any action taken by the said Attorney or any SubstituteAttorney in conformity with these presents.

 

AND thePrincipal hereby declares that, these presents having been given for securitypurposes and to secure continuing obligations of the Principal (including,without limitation, the implementation of the said trust), the powers herebycreated shall be irrevocable and shall not be affected by the bankruptcy,liquidation, receivership, the making of an administration order or appointmentof an administrative receiver or any other equivalent event of or affecting thePrincipal.

 

AND the laws of England shall apply to thisPower of Attorney and the interpretation thereof and to all acts of theAttorney and/or Substitute Attorney carried out or purported to be carried outunder or pursuant hereto.

 

IN WITNESS whereof the Principal has causedthis Power of Attorney to be executed as its deed this day and year firstbefore written.

 
| **EXECUTED** and DELIVERED AS A DEED                                                                                                                                                                | **)**  |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
| **by**                                                                                                                                                                                              |   |   | **)** |
| **(as duly authorised attorney  under Power**                                                                                                                                                       | **)**  |
| **of Attorney dated                              2002** | **)**  |
| **for and on behalf of**                                                                                                                                                                            | **)**  |
| **ENGLISH ORIGINATOR**                                                                                                                                                                              | **)**  |
|                                                                                                                                                                                                     |        |  |  |

 

12

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**SCHEDULE2**

 

### **Form of** English Originator European Receivables Warehouse CompanyCompletion Power of Attorney

 

THIS POWER OF ATTORNEY is given on[                        ] by [ENGLISH ORIGINATOR] (registered number •) whose registered office isat[                        ] (the ***Principal***)in favour of **BUHRMANN SILVER S.A.**,in its capacity as European Receivables Warehouse Company whose registeredoffice is at 398 Route d’Esch, L-1471 Luxembourg and **SILVER SECURITISATION B.V.**, in its capacity as European MasterPurchaser, whose registered office is at Herengracht 450, 1017 CA Amsterdam,The Netherlands (each an ***Attorney***and, together, the ***Attornies***).

 

1.                                       Pursuant to the acceptance from time to time of an EnglishOriginator Offer to Sell (each an ***English Originator Offer to Sell***) to be made by thePrincipal, the Principal will transfer to the European Receivables WarehouseCompany (or declare a trust in respect of) the benefit of certain receivablesthe subject of such English Originator Offer to Sell (the ***English******Receivables***) and theancillary rights relating thereto (the ***Ancillary Rights***).

 

2.                                       Pursuant to the acceptance from time to time of a EuropeanReceivables Warehouse Company Offer to Sell (each a ***European Receivables WarehouseCompany Offer to Sell***) made by the European ReceivablesWarehouse Company, the European Receivables Warehouse Company will transfer tothe European Master Purchaser (or declare a trust in respect of) the benefit ofthe English Receivables and related Ancillary Rights purchased by it from timeto time from the Principal.

 

3.                                       Pursuant to the contracts concluded, and the trusts arising, byacceptance of each English Originator Offer to Sell and each EuropeanReceivables Warehouse Company Offer to Sell, the Principal has agreed toappoint each of the Attornies its attorney in the manner hereinafter appearingirrevocably and by way of security for the performance of the Principal’sobligations under and pursuant to such contracts and trusts.

 

NOW THIS DEED WITNESSETH THAT the PrincipalHEREBY APPOINTS each of the Attornies (each acting alone or jointly) and anyreceiver, administrative receiver and/or administrator appointed from time totime in respect of either Attorney or its assets to be its true and lawfulattorney for it and in its name to do any of the following acts, deeds andthings or any of them as may be within the power of the Principal:

 

1.                                       to execute, in the name of the Principal, a written assignment infavour of the European Receivables Warehouse Company and/or the European MasterPurchaser, as applicable, in respect of any or all of the English Receivables,the Ancillary Rights and any rights, powers, remedies and discretions relatingto any of the foregoing as provided and in the circumstances contemplated byClause 2.8 of the English Standard Terms and Conditions;

 

2.                                       to do every other act or thing and execute all such deeds, documentsand certificates which the Attorney may deem to be necessary, proper orexpedient for the foregoing purpose;

 

3.                                       from time to time to substitute and appoint severally one or morepersons as attorney or attorneys (the ***Substitute Attorneys***) for all or any of thepurposes aforesaid;

 

4.                                       to do every other act or thing and to execute all such deeds,documents and certificates which the Attorney may deem to be necessary, properor expedient for all or any of the foregoing purposes; and

 

5.                                       to perfect the title of the European Receivables Warehouse Companyand/or the European Master Purchaser and/or the Security Agent in and to any orall of the Securitised English Receivables and to exercise any rights, powers,remedies and discretions relating to any of the foregoing as envisaged in theabove-mentioned English Originator Offers to Sell and/or European ReceivablesWarehouse Company Offers to Sell and the English Standard Terms 

 

13

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                                                and Conditions incorporated therein and the said trusts andexercisable by the Principal by reason of it remaining for the time being legalowner of the securitised English Receivables,

 

PROVIDED HOWEVER that for the avoidance ofdoubt this Power of Attorney shall not authorise the Attorney or any SubstituteAttorney to sell, transfer, assign, sub-charge or create any securityinterest of any nature whatsoever over any of the English Receivables or theAncillary Rights nor shall it confer any other right in relation thereto otherthan those specifically conferred pursuant to paragraphs 1, 2, 3, 4 and 5above.

 

AND that the Principal hereby agrees at alltimes hereafter to ratify and confirm any act, matter or deed whatsoever theAttorney or any Substitute Attorney shall lawfully do or cause to be done underor concerning these presents to the extent that such act or acts and executionare within the power of the Principal and within the contemplation of thisPower of Attorney.

 

AND the Principal hereby agrees to indemnifythe Attorney or any Substitute Attorney against any loss, claim, liability orexpense asserted against or imposed upon the said Attorney or any SubstituteAttorney as a result of any action taken by the said Attorney or any SubstituteAttorney in conformity with these presents.

 

AND thePrincipal hereby declares that, these presents having been given for securitypurposes and to secure continuing obligations of the Principal (including,without limitation, the implementation of the said trust), the powers herebycreated shall be irrevocable and shall not be affected by the bankruptcy,liquidation, receivership, the making of an administration order or appointmentof an administrative receiver or any other equivalent event of or affecting thePrincipal.

 

AND the laws of England shall apply to thisPower of Attorney and the interpretation thereof and to all acts of theAttorney and/or Substitute Attorney carried out or purported to be carried outunder or pursuant hereto.

 

IN WITNESS whereof the Principal has causedthis Power of Attorney to be executed as its deed this day and year firstbefore written.

# ** **

| **EXECUTED** and DELIVERED AS A DEED                                                                                                                                                                | **)**  |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
| **by**                                                                                                                                                                                              |   |   | **)** |
| **(as duly authorised attorney  under Power**                                                                                                                                                       | **)**  |
| **of Attorney dated                              2002** | **)**  |
| **for and on behalf of**                                                                                                                                                                            | **)**  |
| **ENGLISH ORIGINATOR**                                                                                                                                                                              | **)**  |
|                                                                                                                                                                                                     |        |  |  |

 

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# **SCHEDULE 3**

### ** **

### **Formof English Originator Security Agent Proceedings Power ofAttorney**

 

THIS POWER OF ATTORNEY is given on[                        ] by [ENGLISH ORIGINATOR] (registered number •) whose registered office isat[                        ] (the ***Principal***)in favour of **DEUTSCHE TRUSTEE COMPANY LIMITED**,in its capacity as the Security Agent (the ***Attorney***) whose registered office is at WinchesterHouse, 1 Great Winchester Street, London EC2N 2DB.

 

1.                                       Pursuant to the acceptance from time to time of English OriginatorsOffer to Sell (each an ***English Originator Offer to Sell***) to be made by thePrincipal, the Principal will transfer to the European Receivables WarehouseCompany (or declare a trust in respect of) the benefit of certain receivablesthe subject of such English Originator Offer to Sell (the ***English******Receivables***) and theancillary rights relating thereto (the ***Ancillary Rights***).

 

2.                                       Pursuant to the contracts concluded, and trust arising, byacceptance of an English Originator Offer to Sell, the Principal has agreed toappoint the Attorney its attorney in the manner hereinafter appearingirrevocably and by way of security for the performance of the Principal’sobligations under and pursuant to such contract and trust.

 

NOW THIS DEED WITNESSETH THAT the PrincipalHEREBY APPOINTS the Attorney (acting alone or jointly) and any receiver, administrativereceiver and/or administrator appointed from time to time in respect of theAttorney or its assets to be its true and lawful attorney for it and in itsname to do any of the following acts, deeds and things or any of them as may bewithin the power of the Principal:

 

1.                                       to sue in the Principal’s name for all moneys due or payable underor in respect of the English Receivables or in respect of the Ancillary Rights;

 

2.                                       to do every other act or thing and execute all such deeds, documentsand certificates which the Attorney may deem to be necessary, proper orexpedient for the foregoing purpose;

 

3.                                       from time to time to substitute and appoint severally one or morepersons as attorney or attorneys (the ***Substitute Attorneys***) for all or any of thepurposes aforesaid;

 

4.                                       to do every other act or thing and to execute all such deeds,documents and certificates which the Attorney may deem to be necessary, properor expedient for all or any of the foregoing purposes; and

 

5.                                       to perfect the title of the European Receivables Warehouse Companyand/or the Security Agent in and to any or all of the Securitised EnglishReceivables and to exercise any rights, powers, remedies and discretionsrelating to any of the foregoing as envisaged in the above-mentioned EnglishOffers to Sell and the English Standard Terms and Conditions incorporatedtherein and the said trusts and exercisable by the Principal by reason of itremaining for the time being legal owner of the securitised EnglishReceivables,

 

PROVIDED HOWEVER that for the avoidance ofdoubt this Power of Attorney shall not authorise the Attorney or any SubstituteAttorney to sell, transfer, assign, sub charge or create any security interestof any nature whatsoever over any of the English Receivables or the AncillaryRights nor shall it confer any other right in relation thereto other than thosespecifically conferred pursuant to paragraphs 1, 2, 3, 4 and 5 above.

 

AND that the Principal hereby agrees at alltimes hereafter to ratify and confirm any act, matter or deed whatsoever theAttorney or any Substitute Attorney shall lawfully do or cause to be done underor concerning these presents to the extent that such act or acts and executionare within the power of the Principal and within the contemplation of this Powerof Attorney.

 

AND the Principal hereby agrees to indemnifythe Attorney or any Substitute Attorney against any loss, claim, liability orexpense asserted against or imposed upon the said Attorney or any Substitute 

 

15

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Attorney as a result of any action taken bythe said Attorney or any Substitute Attorney in conformity with these presents.

 

AND thePrincipal hereby declares that, these presents having been given for securitypurposes and to secure continuing obligations of the Principal (including,without limitation, the implementation of the said trust), the powers herebycreated shall be irrevocable and shall not be affected by the bankruptcy,liquidation, receivership, the making of an administration order or appointmentof an administrative receiver or any other equivalent event of or affecting thePrincipal.

 

AND the laws of England shall apply to thisPower of Attorney and the interpretation thereof and to all acts of theAttorney and/or Substitute Attorney carried out or purported to be carried outunder or pursuant hereto.

 

IN WITNESS whereof the Principal has causedthis Power of Attorney to be executed as its deed this day and year firstbefore written.

 
| **EXECUTED** and DELIVERED AS A DEED                                                                                                                                                                | **)**  |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
| **by**                                                                                                                                                                                              |   |   | **)** |
| **(as duly authorised attorney  under Power**                                                                                                                                                       | **)**  |
| **of Attorney dated                              2002** | **)**  |
| **for and on behalf of**                                                                                                                                                                            | **)**  |
| **ENGLISH ORIGINATOR**                                                                                                                                                                              | **)**  |
|                                                                                                                                                                                                     |        |  |  |

 

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**SCHEDULE4**

 

**Form ofEnglish Originator Security Agent Completion Power ofAttorney**

 

THIS POWER OFATTORNEY is given on[                        ] by [ENGLISH ORIGINATOR] (registered number •) whose registered office isat[                        ] (the ***Principal***)in favour of **DEUTSCHE TRUSTEE COMPANY LIMITED**,****in its capacity as the Security Agent (the***Attorney***) whoseregistered office is at Winchester House, 1 Great Winchester Street,London EC2N 2DB.

 

1.                                       Pursuant to the acceptance from time to time of English OriginatorOffers to Sell (each an ***English Originator Offer to Sell***) to be made by thePrincipal, the Principal will transfer to the European Receivables WarehouseCompany (or declare a trust in respect of) the benefit of certain receivablesthe subject of each English Originator Offer to Sell (the ***English******Receivables***) and theancillary rights relating thereto (the ***Ancillary Rights***).

 

2.                                       Pursuant to the contracts concluded, and trust arising, byacceptance of each English Originator Offer to Sell, the Principal has agreedto appoint the Attorney its attorney in the manner hereinafter appearingirrevocably and by way of security for the performance of the Principal’sobligations under and pursuant to such contract and trust.

 

NOW THIS DEED WITNESSETH THAT the PrincipalHEREBY APPOINTS the Attorney (acting alone or jointly) and any receiver,administrative receiver and/or administrator appointed from time to time inrespect of the Attorney or its assets to be its true and lawful attorney for itand in its name to do any of the following acts, deeds and things or any ofthem as may be within the power of the Principal:

 

1.                                       to execute, in the name of the Principal, a written assignment infavour of the European Receivables Warehouse Company in respect of any or allof the English Receivables, the Ancillary Rights and any rights, powers,remedies and discretions relating to any of the foregoing as provided and inthe circumstances contemplated by Clause 2.8 of the English Standard Terms andConditions;

 

2.                                       to do every other act or thing and execute all such deeds, documentsand certificates which the Attorney may deem to be necessary, proper orexpedient for the foregoing purpose;

 

3.                                       from time to time to substitute and appoint severally one or morepersons as attorney or attorneys (the ***Substitute Attorneys***) for all or any of thepurposes aforesaid;

 

4.                                       to do every other act or thing and to execute all such deeds,documents and certificates which the Attorney may deem to be necessary, properor expedient for all or any of the foregoing purposes; and

 

5.                                       to perfect the title of the European Receivables Warehouse Companyand/or the Security Agent in and to any or all of the Securitised EnglishReceivables and to exercise any rights, powers, remedies and discretionsrelating to any of the foregoing as envisaged in the above-mentioned EnglishOffers to Sell and the English Standard Terms and Conditions incorporatedtherein and the said trusts and exercisable by the Principal by reason of itremaining for the time being legal owner of the securitised English Receivables,

 

PROVIDED HOWEVER that for the avoidance ofdoubt this Power of Attorney shall not authorise the Attorney or any SubstituteAttorney to sell, transfer, assign, sub charge or create any security interestof any nature whatsoever over any of the English Receivables or the AncillaryRights nor shall it confer any other right in relation thereto other than thosespecifically conferred pursuant to paragraphs 1, 2, 3, 4 and 5 above.

 

AND that the Principal hereby agrees at alltimes hereafter to ratify and confirm any act, matter or deed whatsoever theAttorney or any Substitute Attorney shall lawfully do or cause to be done underor concerning these presents to the extent that such act or acts and executionare within the power of the Principal and within the contemplation of thisPower of Attorney.

 

17

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AND the Principal hereby agrees to indemnifythe Attorney or any Substitute Attorney against any loss, claim, liability orexpense asserted against or imposed upon the said Attorney or any SubstituteAttorney as a result of any action taken by the said Attorney or any SubstituteAttorney in conformity with these presents.

 

AND thePrincipal hereby declares that, these presents having been given for securitypurposes and to secure continuing obligations of the Principal (including,without limitation, the implementation of the said trust), the powers herebycreated shall be irrevocable and shall not be affected by the bankruptcy,liquidation, receivership, the making of an administration order or appointmentof an administrative receiver or any other equivalent event of or affecting thePrincipal.

 

AND the laws of England shall apply to thisPower of Attorney and the interpretation thereof and to all acts of the Attorneyand/or Substitute Attorney carried out or purported to be carried out under orpursuant hereto.

 

IN WITNESS whereof the Principal has causedthis Power of Attorney to be executed as its deed this day and year firstbefore written.

 
| **EXECUTED** and DELIVERED AS A DEED                                                                                                                                                                | **)**  |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
| **by**                                                                                                                                                                                              |   |   | **)** |
| **(as duly authorised attorney  under Power**                                                                                                                                                       | **)**  |
| **of Attorney dated                              2002** | **)**  |
| **for and on behalf of**                                                                                                                                                                            | **)**  |
| **ENGLISH ORIGINATOR**                                                                                                                                                                              | **)**  |
|                                                                                                                                                                                                     |        |  |  |

 

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**SCHEDULE5**

** **

### **Formof European Receivables Warehouse Company European MasterPurchaser Proceedings Power of Attorney**

 

THIS POWER OF ATTORNEY is given on[                        ] by **BUHRMANN SILVER S.A.**,****in its capacity as European ReceivablesWarehouse Company (the ***Principal***) whose registered office is at 398 Routed’Esch, L-1471 Luxembourg in favour of **SILVERSECURITISATION B.V.**, in its capacity as European Master Purchaser(the ***Attorney***)whose registered office is at Herengracht 450, 1017 CA Amsterdam, TheNetherlands.

 

1.                                       Pursuant to the acceptance from time to time of European ReceivablesWarehouse Company Offers to Sell (each a ***European Receivables Warehouse Company******Offer to Sell***) to bemade by the Principal, the Principal will transfer to the European MasterPurchaser (or declare a trust in respect of) the benefit of certain receivablesthe subject of each European Receivables Warehouse Company Offer to Sell (the ***English******Receivables***) and theancillary rights relating thereto (the ***Ancillary Rights***).

 

2.                                       Pursuant to the contracts concluded, and trust arising, byacceptance of the European Receivables Warehouse Company Offer to Sell, thePrincipal has agreed to appoint the Attorney its attorney in the mannerhereinafter appearing irrevocably and by way of security for the performance ofthe Principal’s obligations under and pursuant to such contract and trust.

 

NOW THIS DEED WITNESSETH THAT the PrincipalHEREBY APPOINTS the Attorney (acting alone or jointly) and any receiver,administrative receiver and/or administrator appointed from time to time inrespect of the Attorney or its assets to be its true and lawful attorney for itand in its name to do any of the following acts, deeds and things or any ofthem as may be within the power of the Principal:

 

1.                                       to sue in the Principal’s name for all moneys due or payable underor in respect of the English Receivables or in respect of the Ancillary Rights;

 

2.                                       to do every other act or thing and execute all such deeds, documentsand certificates which the Attorney may deem to be necessary, proper or expedientfor the foregoing purpose;

 

3.                                       from time to time to substitute and appoint severally one or morepersons as attorney or attorneys (the ***Substitute Attorneys***) for all or any of thepurposes aforesaid;

 

4.                                       to do every other act or thing and to execute all such deeds,documents and certificates which the Attorney may deem to be necessary, properor expedient for all or any of the foregoing purposes; and

 

5.                                       to perfect the title of the European Master Purchaser and/or theSecurity Agent in and to any or all of the Securitised English Receivables andto exercise any rights, powers, remedies and discretions relating to any of theforegoing as envisaged in the above-mentioned European Receivables WarehouseCompany to Sell and the English Standard Terms and Conditions incorporatedtherein and the said trusts and exercisable by the Principal by reason of itremaining for the time being legal owner of the Securitised EnglishReceivables,

 

PROVIDED HOWEVER that for the avoidance ofdoubt this Power of Attorney shall not authorise the Attorney or any SubstituteAttorney to sell, transfer, assign, sub-charge or create any security interestof any nature whatsoever over any of the English Receivables or the AncillaryRights nor shall it confer any other right in relation thereto other than thosespecifically conferred pursuant to paragraph 1, 2, 3, 4 and 5 above.

 

AND that the Principal hereby agrees at alltimes hereafter to ratify and confirm any act, matter or deed whatsoever theAttorney or any Substitute Attorney shall lawfully do or cause to be done underor 

 

19

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concerning these presents to the extent thatsuch act or acts and execution are within the power of the Principal and withinthe contemplation of this Power of Attorney.

 

AND the Principal hereby agrees to indemnifythe Attorney or any Substitute Attorney against any loss, claim, liability orexpense asserted against or imposed upon the said Attorney or any SubstituteAttorney as a result of any action taken by the said Attorney or any SubstituteAttorney in conformity with these presents.

 

AND thePrincipal hereby declares that, these presents having been given for securitypurposes and to secure continuing obligations of the Principal (including,without limitation, the implementation of the said trust), the powers herebycreated shall be irrevocable and shall not be affected by the bankruptcy,liquidation, receivership, the making of an administration order or appointmentof an administrative receiver or any other equivalent event of or affecting thePrincipal.

 

AND the laws of England shall apply to thisPower of Attorney and the interpretation thereof and to all acts of theAttorney and/or Substitute Attorney carried out or purported to be carried outunder or pursuant hereto.

 

IN WITNESS whereof the Principal has causedthis Power of Attorney to be executed as its deed this day and year firstbefore written.

 
| **EXECUTED** and DELIVERED AS A DEED                                                                                                                                                                | **)**  |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
| **by**                                                                                                                                                                                              |   |   | **)** |
| **(as duly authorised attorney  under Power**                                                                                                                                                       | **)**  |
| **of Attorney dated                              2002** | **)**  |
| **for and on behalf of**                                                                                                                                                                            | **)**  |
| **BUHRMANN SILVER S.A.**                                                                                                                                                                            | **)**  |
|                                                                                                                                                                                                     |        |  |  |

 

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**SCHEDULE6**

** **

**Form ofEuropean Receivables Warehouse Company European MasterPurchaser Completion Power of Attorney**

 

THIS POWER OF ATTORNEY is given on[                        ] by **BUHRMANN SILVER S.A.**,****in its capacity as European ReceivablesWarehouse Company (the ***Principal***) whose registered office is at 398 Routed’Esch, L-1471 Luxembourg in favour of **SILVERSECURITISATION B.V.**, in its capacity as European Master Purchaser(the ***Attorney***)whose registered office is at Herengracht 450, 1017 CA Amsterdam, TheNetherlands.

 

1.                                       Pursuant to the acceptance from time to time of European ReceivablesWarehouse Company Offers to Sell (each a ***European Receivables Warehouse Company******Offer to Sell***) to bemade by the Principal, the Principal will transfer to the European MasterPurchaser (or declare a trust in respect of) the benefit of certain receivablesthe subject of each European Receivables Warehouse Company Offer to Sell (the ***English******Receivables***) and theancillary rights relating thereto (the ***Ancillary Rights***).

 

2.                                       Pursuant to the contracts concluded, and trust arising, byacceptance of the English Originator Offer to Sell, the Principal has agreed toappoint the Attorney its attorney in the manner hereinafter appearingirrevocably and by way of security for the performance of the Principal’sobligations under and pursuant to such contract and trust.

 

NOW THIS DEED WITNESSETH THAT the PrincipalHEREBY APPOINTS the Attorney (acting alone or jointly) and any receiver,administrative receiver and/or administrator appointed from time to time inrespect of the Attorney or its assets to be its true and lawful attorney for itand in its name to do any of the following acts, deeds and things or any ofthem as may be within the power of the Principal:

 

1.                                       to execute, in the name of the Principal, a written assignment infavour of the European Master Purchaser in respect of any or all of the EnglishReceivables, the Ancillary Rights and any rights, powers, remedies anddiscretions relating to any of the foregoing as provided and in thecircumstances contemplated by Clause 2.8 of the English Standard Terms andConditions;

 

2.                                       to do every other act or thing and execute all such deeds, documentsand certificates which the Attorney may deem to be necessary, proper orexpedient for the foregoing purpose;

 

3.                                       from time to time to substitute and appoint severally one or morepersons as attorney or attorneys (the ***Substitute Attorneys***) for all or any of thepurposes aforesaid;

 

4.                                       to do every other act or thing and to execute all such deeds,documents and certificates which the Attorney may deem to be necessary, properor expedient for all or any of the foregoing purposes; and

 

5.                                       to perfect the title of the European Master Purchaser and/or theSecurity Agent in and to any or all of the Securitised English Receivables andto exercise any rights, powers, remedies and discretions relating to any of theforegoing as envisaged in the above-mentioned European Receivables WarehouseCompany Offers to Sell and the English Standard Terms and Conditionsincorporated therein and the said trusts and exercisable by the Principal byreason of it remaining for the time being legal owner of the securitisedEnglish Receivables,

 

PROVIDED HOWEVER that for the avoidance ofdoubt this Power of Attorney shall not authorise the Attorney or any SubstituteAttorney to sell, transfer, assign, sub-charge or create any security interestof any nature whatsoever over any of the English Receivables or the AncillaryRights nor shall it confer any other right in relation thereto other than thosespecifically conferred pursuant to paragraphs 1, 2, 3, 4 and 5 above.

 

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AND that the Principal hereby agrees at alltimes hereafter to ratify and confirm any act, matter or deed whatsoever theAttorney or any Substitute Attorney shall lawfully do or cause to be done underor concerning these presents to the extent that such act or acts and executionare within the power of the Principal and within the contemplation of thisPower of Attorney.

 

AND the Principal hereby agrees to indemnifythe Attorney or any Substitute Attorney against any loss, claim, liability orexpense asserted against or imposed upon the said Attorney or any SubstituteAttorney as a result of any action taken by the said Attorney or any SubstituteAttorney in conformity with these presents.

 

AND thePrincipal hereby declares that, these presents having been given for securitypurposes and to secure continuing obligations of the Principal (including,without limitation, the implementation of the said trust), the powers herebycreated shall be irrevocable and shall not be affected by the bankruptcy,liquidation, receivership, the making of an administration order or appointmentof an administrative receiver or any other equivalent event of or affecting thePrincipal.

 

AND the laws of England shall apply to thisPower of Attorney and the interpretation thereof and to all acts of theAttorney and/or Substitute Attorney carried out or purported to be carried outunder or pursuant hereto.

 

IN WITNESS whereof the Principal has causedthis Power of Attorney to be executed as its deed this day and year firstbefore written.

# ** **

| **EXECUTED** and DELIVERED AS A DEED                                                                                                                                                                | **)**  |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
| **by**                                                                                                                                                                                              |   |   | **)** |
| **(as duly authorised attorney  under Power**                                                                                                                                                       | **)**  |
| **of Attorney dated                              2002** | **)**  |
| **for and on behalf of**                                                                                                                                                                            | **)**  |
| **BUHRMANN SILVER S.A.**                                                                                                                                                                            | **)**  |
|                                                                                                                                                                                                     |        |  |  |

 

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**SCHEDULE 7**

** **

**Form ofEuropean Receivables Warehouse Company Security AgentProceedings Power of Attorney**

 

THIS POWER OF ATTORNEY is given on[                        ] by **BUHRMANN SILVER S.A.**, in itscapacity as European Receivables Warehouse Company (the ***Principal***) whose registered office is at 398Route d’Esch, L-1471 Luxembourg in favour of **DEUTSCHETRUSTEE COMPANY LIMITED**, in its capacity as the Security Agent (the ***Attorney***) whoseregistered office is at Winchester House, 1 Great Winchester Street,London EC2N 2DB.

 

1.                                       Pursuant to the acceptance from time to time of European ReceivablesWarehouse Company Offers to Sell (each a ***European Receivables Warehouse Company******Offer to Sell***) to bemade by the Principal, the Principal will transfer to the European MasterPurchaser (or declare a trust in respect of) the benefit of certain receivablesthe subject of such European Receivables Warehouse Company Offer to Sell (the ***English******Receivables***) and theancillary rights relating thereto (the ***Ancillary Rights***).

 

2.                                       Pursuant to the contracts concluded, and trust arising, byacceptance of the European Receivables Warehouse Company Offer to Sell, thePrincipal has agreed to appoint the Attorney its attorney in the mannerhereinafter appearing irrevocably and by way of security for the performance ofthe Principal’s obligations under and pursuant to such contract and trust.

 

NOW THIS DEED WITNESSETH THAT the PrincipalHEREBY APPOINTS the Attorney (acting alone or jointly) and any receiver,administrative receiver and/or administrator appointed from time to time inrespect of the Attorney or its assets to be its true and lawful attorney for itand in its name to do any of the following acts, deeds and things or any ofthem as may be within the power of the Principal:

 

1.                                       to sue in the Principal’s name for all moneys due or payable underor in respect of the English Receivables or in respect of the Ancillary Rights;

 

2.                                       to do every other act or thing and execute all such deeds, documentsand certificates which the Attorney may deem to be necessary, proper orexpedient for the foregoing purpose;

 

3.                                       from time to time to substitute and appoint severally one or morepersons as attorney or attorneys (the ***Substitute Attorneys***) for all or any of thepurposes aforesaid;

 

4.                                       to do every other act or thing and to execute all such deeds,documents and certificates which the Attorney may deem to be necessary, properor expedient for all or any of the foregoing purposes; and

 

5.                                       to perfect the title of the European Master Purchaser and/or theSecurity Agent in and to any or all of the Securitised English Receivables andto exercise any rights, powers, remedies and discretions relating to any of theforegoing as envisaged in the above-mentioned European Receivables WarehouseCompany to Sell and the English Standard Terms and Conditions incorporatedtherein and the said trusts and exercisable by the Principal by reason of itremaining for the time being legal owner of the securitised EnglishReceivables,

 

PROVIDED HOWEVER that for the avoidance ofdoubt this Power of Attorney shall not authorise the Attorney or any SubstituteAttorney to sell, transfer, assign, sub charge or create any security interestof any nature whatsoever over any of the English Receivables or the AncillaryRights nor shall it confer any other right in relation thereto other than thosespecifically conferred pursuant to paragraphs 1, 2, 3, 4 and 5 above.

 

AND that the Principal hereby agrees at alltimes hereafter to ratify and confirm any act, matter or deed whatsoever theAttorney or any Substitute Attorney shall lawfully do or cause to be done underor 

 

23

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concerning these presents to the extent thatsuch act or acts and execution are within the power of the Principal and withinthe contemplation of this Power of Attorney.

 

AND the Principal hereby agrees to indemnifythe Attorney or any Substitute Attorney against any loss, claim, liability orexpense asserted against or imposed upon the said Attorney or any SubstituteAttorney as a result of any action taken by the said Attorney or any SubstituteAttorney in conformity with these presents.

 

AND thePrincipal hereby declares that, these presents having been given for securitypurposes and to secure continuing obligations of the Principal (including,without limitation, the implementation of the said trust), the powers herebycreated shall be irrevocable and shall not be affected by the bankruptcy,liquidation, receivership, the making of an administration order or appointmentof an administrative receiver or any other equivalent event of or affecting thePrincipal.

 

AND the laws of England shall apply to thisPower of Attorney and the interpretation thereof and to all acts of the Attorneyand/or Substitute Attorney carried out or purported to be carried out under orpursuant hereto.

 

IN WITNESS whereof the Principal has causedthis Power of Attorney to be executed as its deed this day and year firstbefore written.

 
| **EXECUTED** and DELIVERED AS A DEED                                                                                                                                                                | **)**  |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
| **by**                                                                                                                                                                                              |   |   | **)** |
| **(as duly authorised attorney  under Power**                                                                                                                                                       | **)**  |
| **of Attorney dated                              2002** | **)**  |
| **for and on behalf of**                                                                                                                                                                            | **)**  |
| **BUHRMANN SILVER S.A.**                                                                                                                                                                            | **)**  |
|                                                                                                                                                                                                     |        |  |  |

 

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# **SCHEDULE 8**

 

### **Formof European Receivables Warehouse Company Security AgentCompletion Power of Attorney**

 

THIS POWER OF ATTORNEY is given on[                        ] by **BUHRMANN SILVER S.A.**, in itscapacity as European Receivables Warehouse Company (the ***Principal***) whose registered office is at 398Route d’Esch, L-1471 Luxembourg in favour of **DEUTSCHETRUSTEE COMPANY LIMITED**, in its capacity as the Security Agent (the ***Attorney***) whoseregistered office is at Winchester House, 1 Great Winchester Street,London EC2N 2DB.

 

1.                                       Pursuant to the acceptance from time to time of European ReceivablesWarehouse Company Offers to Sell (each a ***European Receivables Warehouse Company******Offer to Sell***) to bemade by the Principal, the Principal will transfer to the European MasterPurchaser (or declare a trust in respect of) the benefit of certain receivablesthe subject of such European Receivables Warehouse Company Offers to Sell (the ***English******Receivables***) and theancillary rights relating thereto (the ***Ancillary Rights***).

 

2.                                       Pursuant to the contracts concluded, and trust arising, byacceptance of the European Receivables Warehouse Company Offers to Sell, thePrincipal has agreed to appoint the Attorney its attorney in the mannerhereinafter appearing irrevocably and by way of security for the performance ofthe Principal’s obligations under and pursuant to such contract and trust.

 

NOW THIS DEED WITNESSETH THAT the PrincipalHEREBY APPOINTS the Attorney (acting alone or jointly) and any receiver,administrative receiver and/or administrator appointed from time to time inrespect of the Attorney or its assets to be its true and lawful attorney for itand in its name to do any of the following acts, deeds and things or any ofthem as may be within the power of the Principal:

 

1.                                       to execute, in the name of the Principal, a written assignment infavour of the European Master Purchaser in respect of any or all of the EnglishReceivables, the Ancillary Rights and any rights, powers, remedies anddiscretions relating to any of the foregoing as provided and in the circumstancescontemplated by Clause 2.8 of the English Standard Terms and Conditions;

 

2.                                       to do every other act or thing and execute all such deeds, documentsand certificates which the Attorney may deem to be necessary, proper orexpedient for the foregoing purpose;

 

3.                                       from time to time to substitute and appoint severally one or morepersons as attorney or attorneys (the ***Substitute Attorneys***) for all or any of thepurposes aforesaid;

 

4.                                       to do every other act or thing and to execute all such deeds,documents and certificates which the Attorney may deem to be necessary, properor expedient for all or any of the foregoing purposes; and

 

5.                                       to perfect the title of the European Master Purchaser and/or theSecurity Agent in and to any or all of the Securitised English Receivables andto exercise any rights, powers, remedies and discretions relating to any of theforegoing as envisaged in the above-mentioned European Receivables WarehouseCompany to Sell and the English Standard Terms and Conditions incorporated thereinand the said trusts and exercisable by the Principal by reason of it remainingfor the time being legal owner of the securitised English Receivables,

 

PROVIDED HOWEVER that for the avoidance ofdoubt this Power of Attorney shall not authorise the Attorney or any SubstituteAttorney to sell, transfer, assign, sub charge or create any security interestof any nature whatsoever over any of the English Receivables or the AncillaryRights nor shall it confer any other right in relation thereto other than thosespecifically conferred pursuant to paragraphs 1, 2, 3, 4 and 5 above.

 

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AND that the Principal hereby agrees at alltimes hereafter to ratify and confirm any act, matter or deed whatsoever theAttorney or any Substitute Attorney shall lawfully do or cause to be done underor concerning these presents to the extent that such act or acts and executionare within the power of the Principal and within the contemplation of thisPower of Attorney.

 

AND the Principal hereby agrees to indemnifythe Attorney or any Substitute Attorney against any loss, claim, liability orexpense asserted against or imposed upon the said Attorney or any SubstituteAttorney as a result of any action taken by the said Attorney or any SubstituteAttorney in conformity with these presents.

 

AND thePrincipal hereby declares that, these presents having been given for securitypurposes and to secure continuing obligations of the Principal (including,without limitation, the implementation of the said trust), the powers herebycreated shall be irrevocable and shall not be affected by the bankruptcy,liquidation, receivership, the making of an administration order or appointmentof an administrative receiver or any other equivalent event of or affecting thePrincipal.

 

AND the laws of England shall apply to thisPower of Attorney and the interpretation thereof and to all acts of theAttorney and/or Substitute Attorney carried out or purported to be carried outunder or pursuant hereto.

 

IN WITNESS whereof the Principal has causedthis Power of Attorney to be executed as its deed this day and year firstbefore written.

 
| **EXECUTED** and DELIVERED AS A DEED                                                                                                                                                                | **)**  |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
| **by**                                                                                                                                                                                              |   |   | **)** |
| **(as duly authorised attorney  under Power**                                                                                                                                                       | **)**  |
| **of Attorney dated                              2002** | **)**  |
| **for and on behalf of**                                                                                                                                                                            | **)**  |
| **BUHRMANN SILVER S.A.**                                                                                                                                                                            | **)**  |
|                                                                                                                                                                                                     |        |  |  |

 

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**CONTENTS**

 
| **CLAUSE**  |
|-------------|
|        |
| 1.          | DEFINITIONS AND INTERPRETATION |
|        |   |
| 2.          | ENGLISH ORIGINATOR OFFERS TO SELL AND  EUROPEAN RECEIVABLES WAREHOUSE COMPANY OFFERS TO SELL |
|        |   |
| 3.          | CONSIDERATION |
|        |   |
| 4.          | PAYMENT OF THE PURCHASE PRICE AND OTHER  PAYMENTS |
|        |   |
| 5.          | COMPLETION |
|        |   |
| 6.          | WARRANTIES |
|        |   |
| 7.          | FURTHER  ASSURANCE |
|        |   |
| 8.          | CONSEQUENCES OF A BUHRMANN TERMINATION  EVENT |
|        |   |
| 9.          | GOVERNING LAW AND JURISDICTION |
|        |   |
| SCHEDULE  1 |
|        |
|        | Form of English Originator European  Receivables Warehouse Company Proceedings Power of Attorney |
|        |
| SCHEDULE  2 |
|        |
|        | Form of English Originator European Receivables Warehouse Company  Completion Power of Attorney |
|        |
| SCHEDULE  3 |
|        |
|        | Form of English Originator Security Agent Proceedings Power of  Attorney |
|        |
| SCHEDULE  4 |
|        |
|        | Form of English Originator Security Agent Completion Power of  Attorney |
|        |
| SCHEDULE  5 |
|        |
|        | Form of European Receivables Warehouse Company European Master  Purchaser Proceedings Power of Attorney |
|        |
| SCHEDULE  6 |
|        |
|        | Form of European Receivables Warehouse Company European Master  Purchaser Completion Power of Attorney |
|        |
| SCHEDULE  7 |
|        |
|        | Form of European Receivables Warehouse Company Security Agent  Proceedings Power of Attorney |
|        |
| SCHEDULE  8 |
|        |
|        | Form of European Receivables Warehouse Company Security Agent  Completion Power of Attorney |
|             |  |  |

** **

**27**

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