Exhibit 4.21


 


ENGLISH
STANDARD TERMS AND CONDITIONS


 


THIS
DOCUMENT records the terms and
conditions on which, and subject to which, (A)
ROBERT HORNE GROUP PLC (formerly known as Robert Horne Paper Company
Limited) (registered number 00584756) whose registered office is at
Huntsman 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) whose
registered office is at Motorway House, Charter Way, Hurdsfield Industrial
Estate, Macclesfield, Cheshire SK10 2NY (together with Robert Horne Group
Plc 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) whose
registered 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 therein
and (B) the European Receivables
Warehouse Company is prepared to sell from time to time to SILVER SECURITISATION B.V. (registered
no.34176237) whose registered office is at Herengracht 450, 1017 CA Amsterdam,
The Netherlands (the European
Master Purchaser) English Receivables together with the benefit
of all Ancillary Rights purchased from the English Originators and to the
intent that DEUTSCHE TRUSTEE COMPANY LIMITED (formerly
known as Bankers Trustee Company Limited) (registered number 338230) whose
registered office is at Winchester House, 1 Great Winchester Street,
London EC2N 2DB (the Security Agent, which expression shall include such
person and all other persons for the time being acting as the security agent or
agents pursuant to the European Receivables Warehouse Company Security
Documents and the European Master Purchaser Security Documents) shall be a
party to, and have the benefit of the terms and conditions incorporated into,
and constituting the terms and conditions of, any contract concluded pursuant
to the acceptance by the European Receivables Warehouse Company of an English
Originator Offer to Sell made by the English Originators following delivery by
the relevant Initial English Originator of an English Originator Notice of
Intention to Make Offers to Sell and of any contract concluded pursuant to the
acceptance by the European Master Purchaser of an European Receivables
Warehouse Company Offer to Sell made by the European Receivables Warehouse
Company following delivery by the European Receivables Warehouse Company of an
European Receivables Warehouse Company Notice of Intention to Make Offers to
Sell.


 


DEFINITIONS AND
INTERPRETATION


 


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


 


(b)                                 These English Standard Terms and Conditions shall have expressly and
specifically incorporated into them the provisions set out in the Framework
Deed (hereafter referred to as the Provisions), as though the same were set out in full
herein mutatis
mutandis.  In the event of
any conflict between the provisions of these English Standard Terms and
Conditions and the Provisions, the Provisions shall prevail.


 


1.2           This
document is the English Standard Terms and Conditions referred to in the
Framework Deed.


 


1.3           This
document (including the Schedules and the Appendices annexed hereto) shall have
no force and effect unless and until any contract is concluded in respect of
English Receivables


 

















 


incorporating this document therein and shall
only have force and effect in relation to such contract when incorporated into
such contract.


 


ENGLISH ORIGINATOR
OFFERS TO SELL AND EUROPEAN RECEIVABLES WAREHOUSE COMPANY OFFERS TO SELL


 


2.1                                English Originator Notice of Intention to
Make  Offers to
Sell English Receivables:


 


(a)                                  Pursuant to the English Originator Notice of Intention to Make
Offers to Sell, each English Originator has given the European Receivables
Warehouse Company notice that it intends from time to time in its absolute
discretion, on any Business Day, to make offers to sell (English Originator Offers to Sell,
and each an English
Originator Offer to Sell) to the European Receivables Warehouse
Company all of its right, title and interest, present and future, in and to
certain receivables originated by such English Originator in the ordinary
course of its business.  If an English
Originator wishes to make an English Originator Offer to Sell to the European
Receivables Warehouse Company then it will make such English Originator Offer
to Sell by delivering in electronic form to the European Receivables Warehouse
Company an Invoices File containing details of each English Receivable in
respect of which an English Originator Offer to Sell is being made, by no later
than 5.00 p.m. (Central European Time) on the Business Day following the
Business Day on which such Invoice File was produced (and so that completed
transmission of the data file comprising the relevant Invoices File in
electronic form shall constitute delivery of the offer).


 


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


 


2.2                                European Receivables Warehouse Company
Notice of Intention to Make  Offers to Sell English Receivables:


 


(a)                                  Pursuant to the European Receivables Warehouse Company Notice of
Intention to Make Offers to Sell, the European Receivables Warehouse Company
has given the European Master Purchaser notice that it intends from time to
time in its absolute discretion, on any Business Day, to make offers to sell (European Receivables Warehouse
Company 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, present
and future, in and to certain English Receivables to be purchased by it on the
same relevant Business Day from the relevant English Originators originated by
them in the ordinary course of their business. 
If the European Receivables Warehouse Company wishes to make a European
Receivables Warehouse Company Offer to Sell to the European Master Purchaser
then it will make such European Receivables Warehouse Company Offer to Sell by
delivering in electronic form to the European Master Purchaser an Invoices File
containing details of each English Receivable in respect of which a European
Receivables Warehouse Company Offer to Sell is being made, by no later than
5.00 p.m. (Central European Time) on the Business Day following the Business
Day on which such Invoice File was produced (and so that completed transmission
of the data file comprising the relevant Invoices File in electronic form shall
constitute delivery of the offer).


 


(b)                                 The European Master Purchaser shall be required to accept any such
European Receivables Warehouse Company Offer to Sell only in the manner
specified in Clause 3 of the European Receivables Warehouse Company Notice of
Intention to Make Offers to Sell and if the European Receivables Warehouse
Company has accepted the related English Originator Offers to Sell in respect
of the relevant English Receivables and it has funds available to it for such
purchase pursuant to the European Master Purchaser Deed of Charge.


 


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2.3                                 Incorporation of English Standard Terms and
Conditions: 
These English Standard Terms and Conditions shall be expressly and
specifically incorporated into:


 


(a)                                  each English Originator Offer to Sell and shall accordingly
constitute the terms and conditions of any contract concluded between an
English Originator and the European Receivables Warehouse Company as a result
of any acceptance by the European Receivables Warehouse Company, in accordance
with Clause 3 of the English Originator Notice of Intention to Make Offers to
Sell, of any English Originator Offer to Sell made by the English Originator
(each an English
Originator Receivables Sale Contract).


 


(b)                                 each European Receivables Warehouse Company Offer to Sell and shall
accordingly constitute the terms and conditions of any contract concluded
between the European Receivables Warehouse Company and the European Master
Purchaser as a result of any acceptance by the European Master Purchaser, in
accordance with Clause 3 of the European Receivables Warehouse Company Notice
of Intention to Make Offers to Sell, of any European Receivables Warehouse
Company Offer to Sell made by the European Receivables Warehouse Company (each
an Onward English
Receivables Sale Contract).


 


2.4                                 Acceptance:


 


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


 


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


 


2.5                                 Restriction on Acceptance by the European
Receivables Warehouse Company of an English Originator Offer to Sell:
 The European
Receivables Warehouse Company shall not be entitled to accept any English
Originator Offer to Sell in respect of any English Receivable unless the
European Master Purchaser has accepted the related European Receivables
Warehouse Company Offer to Sell and has confirmed that it will have sufficient
funds available to it in Sterling to pay the relevant Initial Purchase Price
for 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 the
relevant English Originator’s right, title, interest and benefit in and to such
English Receivable derived from the relevant Contract and specified in an
Invoice and which complies with section 136 of the Law of Property Act
1925 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 the
European Receivables Warehouse Company’s right, title, interest and benefit in
and to such English Receivable derived from the relevant Contract and specified
in an Invoice and which complies with section 136 of the Law of Property
Act 1925 in favour of the European Master Purchaser.


 


(c)                                  None of the European Receivables Warehouse Company, the European
Master Purchaser or the Security Agent shall be entitled to take any steps to
perfect the sale and purchase of the benefit of any English Receivables or give
notice 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 MTN
Closing Date execute and deliver to or for the order of the European
Receivables Warehouse Company the following Powers of Attorney in favour of the
European Receivables Warehouse Company and the European Master Purchaser:


 


(i)      a Power of Attorney substantially in the
form set out in Schedule 1 (each an English Originator European Receivables Warehouse Company
Proceedings Power of Attorney); and


 


(ii)     a Power of Attorney substantially in the
form set out in Schedule 2 (each an English Originator European Receivables Warehouse Company
Completion Power of Attorney),


 


 together the English Originator European Receivables Warehouse
Company Powers of Attorney; and


 


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


 


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


 


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


 


 together the English Originator Security Agent Powers of Attorney;
and


 


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


 


(i)      a Power of Attorney substantially in the
form set out in Schedule 5 (a European Receivables Warehouse Company European Master Purchaser
Proceedings Power of Attorney); and


 


(ii)
    a Power of Attorney substantially in
the form set out in Schedule 6 (ea European Receivables Warehouse Company European Master
Purchaser Completion Power of Attorney),


 


 together the European Receivables Warehouse Company European Master
Purchaser Powers of Attorney; and


 


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


 


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


 


(ii)
    a Power of Attorney substantially in
the form set out in Schedule 8 (a European Receivables Warehouse Company Security Agent
Completion Power of Attorney),


 


 together the European Receivables Warehouse Company Security Agent
Powers of Attorney; and


 


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2.8                                 No exercise:  Each of the Security Agent, the European
Receivables Warehouse Company and the European Master Purchaser agrees that it
will 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 or
an English Originator or the European Receivables Warehouse Company, as the
case may be, shall have failed to perform its obligations under Clause 2.9
below.


 


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


 


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


 


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


 


CONSIDERATION


 


3.                                       Consideration:
The consideration payable by the European Receivables Warehouse Company to the
relevant English Originator in respect of the purchase of the benefit of each
English Receivable, and the consideration payable by the European Master
Purchaser to the European Receivables Warehouse Company in respect of the
purchase of the benefit of each English Receivable, shall (subject to the
provisions below) be the Purchase Price, which shall be payable in instalments
in accordance with Clause 4.  The
Purchase Price shall be inclusive of any Taxes which the relevant English
Originator or the European Receivables Warehouse Company, as the case may be,
may be liable to account for in respect of the sale of English Receivables
pursuant to the English Originator Offer to Sell or the European Receivables
Warehouse Company Offer to Sell, as the case may be, and accordingly no English
Originator or the European Receivables Warehouse Company shall be entitled to
add any amounts to the Purchase Price in respect of any such Taxes.


 


PAYMENT OF THE
PURCHASE PRICE AND OTHER PAYMENTS


 


4.1                                 Initial Purchase Price:


 


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


 


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


 


(i)                                     payable by the European Master Purchaser to the European Receivables
Warehouse Company (or as it may otherwise direct), subject to and in accordance
with Clause 7.3 of the European Master Purchaser Deed of Charge on the Purchase
Date in respect of such English Receivable;


 


4.2                                 Deferred
Purchase Price:  The Deferred Purchase Price in respect of an English Receivable
shall, subject to Clause 4.4, be payable by the European Receivables
Warehouse Company to the English Originator, subject to and in accordance with
Clauses 7.3 or 8.3 (as applicable) of the European Receivables Warehouse
Company Deed of Charge, or be payable by the European Master Purchaser to the
European Receivables Warehouse Company, subject to and in accordance with
Clause 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 English
Originator an amount equal to the aggregate Deferred Purchase Price in respect
of each outstanding English Receivable collected on the second Business Day
preceding that Business Day; and


 


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


 


4.3                                 Surplus Discount:  The Surplus Discount in
respect 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 the
relevant English Originator on the Business Day following the date upon which
the Deferred Purchase Price of such English Receivable has been paid and
payment under sub-paragraph (b) below has been made and received by the
European Receivables Warehouse Company; and


 


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


 


4.4                                 Deferral of Payment of Deferred Purchase
Price and Surplus Discount following a Stop Funding Event or a Buhrmann
Termination Event:


 


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


 


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


 


4.5                                 No
Other Payments for English Receivables:


 


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


 


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


 


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


 


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


 


4.7                                 Pre-Completion Collections:


 


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


 


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


 


4.8                                 Set-offs
for Stamp Duty:


 


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


 


(b)                                 The European Master Purchaser
shall also be entitled (if it so elects and in or
towards satisfaction of the European Receivables Warehouse Company’s
obligations) to set-off against the Purchase Price or any part of it any
stamp duty (or any other similar tax or duty on documents or the transfer of
title to property) on any assignment of an English Receivable which has not
been paid by the European Receivables Warehouse Company.


 


4.9                                 Limited Recourse:


 


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


 


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


 


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4.10                           Payments Subject to Receipt: 
Notwithstanding any other provision of the relevant
Transaction Documents


 


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


 


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


 


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


 


COMPLETION


 


5.(a)                         Transfer of title to any English Receivables in respect of which any
English 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 English
Originator Offer to Sell is accepted in accordance with Clause 2.4(a).


 


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


 


WARRANTIES


 


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


 


FURTHER ASSURANCE


 


7.1                                 Each English Originator and the European Receivables Warehouse
Company hereby undertakes not to take any steps or cause any steps to be taken
in respect of any English Receivables forming the subject of any accepted
English Originator Offer to Sell, or the European Receivables Warehouse Company
Offer to Sell, as the case may be, save in accordance with the proper
performance of its duties under these English Standard Terms and Conditions,
each relevant English Originator Offer to Sell or the European Receivables
Warehouse Company Offer to Sell, as the case may be, the English Originator
Warranty and Indemnity Deed and the European Receivables Warehouse Company
English Warranty and Indemnity Deed, as the case may be, and the Servicing
Agreement.


 


7.2                                 For the avoidance of doubt, Clause 7.1 shall apply (without
limitation) to the following:


 


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


 


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(b)                                 any assignment, assignation or sale (other than any agreement
constituted by acceptance of any English Originator Offer to Sell or any
European Receivables Warehouse Company Offer to Sell) of the relevant Contracts
and English Receivables; and


 


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


 


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


 


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


 


CONSEQUENCES OF A
BUHRMANN TERMINATION EVENT


 


8.                                       At any time after the occurrence of a Buhrmann Termination Event,
the European Receivables Warehouse Company, the European Master Purchaser (or
the Master Servicer on its behalf) may, and upon being requested to do so by
the Security Agent shall (and for the avoidance of doubt, the Security Agent
may under no circumstances be under any obligation to so request), and the
Security 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 give
notice) to all or any of the Obligors and such other persons as the Security
Agent requests for the purpose of protecting the English Receivables or
perfecting the title of the European Receivables Warehouse Company , or the
European Master Purchaser, as the case may be, to all or any of the English
Receivables purchased pursuant to an accepted English Originator Offer to Sell
or pursuant to an accepted European Receivables Warehouse Company Offer to
Sell;  and/or


 


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


 


(c)                                  take such other action as it considers to be necessary, appropriate
or 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 such
English Receivables.


 


9

















 


GOVERNING LAW
AND JURISDICTION


 


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


 


9.2                                 The courts
of England are to have jurisdiction to settle any disputes which may arise out
of or in connection with this document or any English Receivables Sale Contract
concluded as a result of the European Receivables Warehouse Company acceptance
of an English Originator Offer to Sell, or the European Master Purchaser’s
acceptance of a European Receivables Warehouse Company Offer to Sell, and
accordingly any suit, action or proceeding arising out of or in connection with
this document or any English Receivables Sale Contract shall be brought in such
courts.


 


10

















 


SCHEDULE 1


 


Form of English Originator
European Receivables Warehouse Company Proceedings Power of Attorney


 


THIS POWER OF ATTORNEY is given on
[                      ]
by [ENGLISH ORIGINATOR] (registered number •) whose registered office is
at
[                      ]
(the Principal) in favour
of BUHRMANN SILVER S.A., in its
capacity as European Receivables Warehouse Company whose registered office is
at 398 Route d’Esch, L-1471 Luxembourg and SILVER
SECURITISATION B.V., in its capacity as European Master Purchaser,
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 English
Originator Offer to Sell (each an English Originator Offer to Sell) to be made by the
Principal, the Principal will transfer to the European Receivables Warehouse
Company (or declare a trust in respect of) the benefit of certain receivables
the subject of such English Originator Offer to Sell (the English Receivables) and the
ancillary rights relating thereto (the Ancillary Rights).


 


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


 


3.                                       Pursuant to the contracts concluded, and the trusts arising, by
acceptance of each English Originator Offer to Sell and each European
Receivables Warehouse Company Offer to Sell, the Principal has agreed to
appoint each of the Attornies its attorney in the manner hereinafter appearing
irrevocably and by way of security for the performance of the Principal’s
obligations under and pursuant to such contracts and trusts.


 


NOW THIS DEED WITNESSETH THAT the Principal
HEREBY APPOINTS each of the Attornies (either acting alone or jointly) and any
receiver, administrative receiver and/or administrator appointed from time to
time in respect of either Attorney or its assets to be its true and lawful
attorney for it and in its name to do any of the following acts, deeds and
things 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 under
or 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, documents
and certificates which the Attorney may deem to be necessary, proper or
expedient for the foregoing purpose;


 


3.                                       from time to time to substitute and appoint severally one or more
persons as attorney or attorneys (the Substitute Attorneys) for all or any of the
purposes 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, proper
or expedient for all or any of the foregoing purposes; and


 


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


 


11

















 


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


 


AND that the Principal hereby agrees at all
times hereafter to ratify and confirm any act, matter or deed whatsoever the
Attorney or any Substitute Attorney shall lawfully do or cause to be done under
or concerning these presents to the extent that such act or acts and execution
are within the power of the Principal and within the contemplation of this
Power of Attorney.


 


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


 


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


 


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


 


IN WITNESS whereof the Principal has caused
this Power of Attorney to be executed as its deed this day and year first
before 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

















 


SCHEDULE
2


 


Form of English Originator European Receivables Warehouse Company
Completion Power of Attorney


 


THIS POWER OF ATTORNEY is given on
[                        
] by [ENGLISH ORIGINATOR] (registered number •) whose registered office is
at
[                        
] (the Principal)
in favour of BUHRMANN SILVER S.A.,
in its capacity as European Receivables Warehouse Company whose registered
office is at 398 Route d’Esch, L-1471 Luxembourg and SILVER SECURITISATION B.V., in its capacity as European Master
Purchaser, 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 English
Originator Offer to Sell (each an English Originator Offer to Sell) to be made by the
Principal, the Principal will transfer to the European Receivables Warehouse
Company (or declare a trust in respect of) the benefit of certain receivables
the subject of such English Originator Offer to Sell (the English Receivables) and the
ancillary rights relating thereto (the Ancillary Rights).


 


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


 


3.                                       Pursuant to the contracts concluded, and the trusts arising, by
acceptance of each English Originator Offer to Sell and each European
Receivables Warehouse Company Offer to Sell, the Principal has agreed to
appoint each of the Attornies its attorney in the manner hereinafter appearing
irrevocably and by way of security for the performance of the Principal’s
obligations under and pursuant to such contracts and trusts.


 


NOW THIS DEED WITNESSETH THAT the Principal
HEREBY APPOINTS each of the Attornies (each acting alone or jointly) and any
receiver, administrative receiver and/or administrator appointed from time to
time in respect of either Attorney or its assets to be its true and lawful
attorney for it and in its name to do any of the following acts, deeds and
things 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 in
favour of the European Receivables Warehouse Company and/or the European Master
Purchaser, as applicable, in respect of any or all of the English Receivables,
the Ancillary Rights and any rights, powers, remedies and discretions relating
to any of the foregoing as provided and in the circumstances contemplated by
Clause 2.8 of the English Standard Terms and Conditions;


 


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


 


3.                                       from time to time to substitute and appoint severally one or more
persons as attorney or attorneys (the Substitute Attorneys) for all or any of the
purposes 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, proper
or expedient for all or any of the foregoing purposes; and


 


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


 


13

















 


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


 


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


 


AND that the Principal hereby agrees at all
times hereafter to ratify and confirm any act, matter or deed whatsoever the
Attorney or any Substitute Attorney shall lawfully do or cause to be done under
or concerning these presents to the extent that such act or acts and execution
are within the power of the Principal and within the contemplation of this
Power of Attorney.


 


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


 


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


 


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


 


IN WITNESS whereof the Principal has caused
this Power of Attorney to be executed as its deed this day and year first
before 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

  	
  )

  
				



 


14

















 


SCHEDULE 3


 


Form
of English Originator Security Agent Proceedings Power of
Attorney


 


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


 


1.                                       Pursuant to the acceptance from time to time of English Originators
Offer to Sell (each an English Originator Offer to Sell) to be made by the
Principal, the Principal will transfer to the European Receivables Warehouse
Company (or declare a trust in respect of) the benefit of certain receivables
the subject of such English Originator Offer to Sell (the English Receivables) and the
ancillary rights relating thereto (the Ancillary Rights).


 


2.                                       Pursuant to the contracts concluded, and trust arising, by
acceptance of an English Originator Offer to Sell, the Principal has agreed to
appoint the Attorney its attorney in the manner hereinafter appearing
irrevocably and by way of security for the performance of the Principal’s
obligations under and pursuant to such contract and trust.


 


NOW THIS DEED WITNESSETH THAT the Principal
HEREBY APPOINTS the Attorney (acting alone or jointly) and any receiver, administrative
receiver and/or administrator appointed from time to time in respect of the
Attorney or its assets to be its true and lawful attorney for it and in its
name to do any of the following acts, deeds and things 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 under
or 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, documents
and certificates which the Attorney may deem to be necessary, proper or
expedient for the foregoing purpose;


 


3.                                       from time to time to substitute and appoint severally one or more
persons as attorney or attorneys (the Substitute Attorneys) for all or any of the
purposes 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, proper
or expedient for all or any of the foregoing purposes; and


 


5.                                       to perfect the title of the European Receivables Warehouse Company
and/or the Security Agent in and to any or all of the Securitised English
Receivables and to exercise any rights, powers, remedies and discretions
relating to any of the foregoing as envisaged in the above-mentioned English
Offers to Sell and the English Standard Terms and Conditions incorporated
therein and the said trusts and exercisable by the Principal by reason of it
remaining for the time being legal owner of the securitised English
Receivables,


 


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


 


AND that the Principal hereby agrees at all
times hereafter to ratify and confirm any act, matter or deed whatsoever the
Attorney or any Substitute Attorney shall lawfully do or cause to be done under
or concerning these presents to the extent that such act or acts and execution
are within the power of the Principal and within the contemplation of this Power
of Attorney.


 


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


 


15

















 


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


 


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


 


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


 


IN WITNESS whereof the Principal has caused
this Power of Attorney to be executed as its deed this day and year first
before 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

  	
  )

  
				



 


16

















 


SCHEDULE
4


 


Form of
English Originator Security Agent Completion Power of
Attorney


 


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


 


1.                                       Pursuant to the acceptance from time to time of English Originator
Offers to Sell (each an English Originator Offer to Sell) to be made by the
Principal, the Principal will transfer to the European Receivables Warehouse
Company (or declare a trust in respect of) the benefit of certain receivables
the subject of each English Originator Offer to Sell (the English Receivables) and the
ancillary rights relating thereto (the Ancillary Rights).


 


2.                                       Pursuant to the contracts concluded, and trust arising, by
acceptance of each English Originator Offer to Sell, the Principal has agreed
to appoint the Attorney its attorney in the manner hereinafter appearing
irrevocably and by way of security for the performance of the Principal’s
obligations under and pursuant to such contract and trust.


 


NOW THIS DEED WITNESSETH THAT the Principal
HEREBY APPOINTS the Attorney (acting alone or jointly) and any receiver,
administrative receiver and/or administrator appointed from time to time in
respect of the Attorney or its assets to be its true and lawful attorney for it
and in its name to do any of the following acts, deeds and things 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 in
favour of the European Receivables Warehouse Company in respect of any or all
of the English Receivables, the Ancillary Rights and any rights, powers,
remedies and discretions relating to any of the foregoing as provided and in
the circumstances contemplated by Clause 2.8 of the English Standard Terms and
Conditions;


 


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


 


3.                                       from time to time to substitute and appoint severally one or more
persons as attorney or attorneys (the Substitute Attorneys) for all or any of the
purposes 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, proper
or expedient for all or any of the foregoing purposes; and


 


5.                                       to perfect the title of the European Receivables Warehouse Company
and/or the Security Agent in and to any or all of the Securitised English
Receivables and to exercise any rights, powers, remedies and discretions
relating to any of the foregoing as envisaged in the above-mentioned English
Offers to Sell and the English Standard Terms and Conditions incorporated
therein and the said trusts and exercisable by the Principal by reason of it
remaining for the time being legal owner of the securitised English Receivables,


 


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


 


AND that the Principal hereby agrees at all
times hereafter to ratify and confirm any act, matter or deed whatsoever the
Attorney or any Substitute Attorney shall lawfully do or cause to be done under
or concerning these presents to the extent that such act or acts and execution
are within the power of the Principal and within the contemplation of this
Power of Attorney.


 


17

















 


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


 


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


 


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


 


IN WITNESS whereof the Principal has caused
this Power of Attorney to be executed as its deed this day and year first
before 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

  	
  )

  
				



 


18

















 


SCHEDULE
5


 


Form
of European Receivables Warehouse Company European Master
Purchaser Proceedings Power of Attorney


 


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


 


1.                                       Pursuant to the acceptance from time to time of European Receivables
Warehouse Company Offers to Sell (each a European Receivables Warehouse Company  Offer to Sell) to be
made by the Principal, the Principal will transfer to the European Master
Purchaser (or declare a trust in respect of) the benefit of certain receivables
the subject of each European Receivables Warehouse Company Offer to Sell (the English Receivables) and the
ancillary rights relating thereto (the Ancillary Rights).


 


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


 


NOW THIS DEED WITNESSETH THAT the Principal
HEREBY APPOINTS the Attorney (acting alone or jointly) and any receiver,
administrative receiver and/or administrator appointed from time to time in
respect of the Attorney or its assets to be its true and lawful attorney for it
and in its name to do any of the following acts, deeds and things 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 under
or 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, documents
and certificates which the Attorney may deem to be necessary, proper or expedient
for the foregoing purpose;


 


3.                                       from time to time to substitute and appoint severally one or more
persons as attorney or attorneys (the Substitute Attorneys) for all or any of the
purposes 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, proper
or expedient for all or any of the foregoing purposes; and


 


5.                                       to perfect the title of the European Master Purchaser and/or the
Security Agent in and to any or all of the Securitised English Receivables and
to exercise any rights, powers, remedies and discretions relating to any of the
foregoing as envisaged in the above-mentioned European Receivables Warehouse
Company to Sell and the English Standard Terms and Conditions incorporated
therein and the said trusts and exercisable by the Principal by reason of it
remaining for the time being legal owner of the Securitised English
Receivables,


 


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


 


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


 


19

















 


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


 


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


 


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


 


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


 


IN WITNESS whereof the Principal has caused
this Power of Attorney to be executed as its deed this day and year first
before 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.

  	
  )

  
				



 


20

















 


SCHEDULE
6


 


Form of
European Receivables Warehouse Company European Master
Purchaser Completion Power of Attorney


 


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


 


1.                                       Pursuant to the acceptance from time to time of European Receivables
Warehouse Company Offers to Sell (each a European Receivables Warehouse Company  Offer to Sell) to be
made by the Principal, the Principal will transfer to the European Master
Purchaser (or declare a trust in respect of) the benefit of certain receivables
the subject of each European Receivables Warehouse Company Offer to Sell (the English Receivables) and the
ancillary rights relating thereto (the Ancillary Rights).


 


2.                                       Pursuant to the contracts concluded, and trust arising, by
acceptance of the English Originator Offer to Sell, the Principal has agreed to
appoint the Attorney its attorney in the manner hereinafter appearing
irrevocably and by way of security for the performance of the Principal’s
obligations under and pursuant to such contract and trust.


 


NOW THIS DEED WITNESSETH THAT the Principal
HEREBY APPOINTS the Attorney (acting alone or jointly) and any receiver,
administrative receiver and/or administrator appointed from time to time in
respect of the Attorney or its assets to be its true and lawful attorney for it
and in its name to do any of the following acts, deeds and things 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 in
favour of the European Master Purchaser in respect of any or all of the English
Receivables, the Ancillary Rights and any rights, powers, remedies and
discretions relating to any of the foregoing as provided and in the
circumstances contemplated by Clause 2.8 of the English Standard Terms and
Conditions;


 


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


 


3.                                       from time to time to substitute and appoint severally one or more
persons as attorney or attorneys (the Substitute Attorneys) for all or any of the
purposes 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, proper
or expedient for all or any of the foregoing purposes; and


 


5.                                       to perfect the title of the European Master Purchaser and/or the
Security Agent in and to any or all of the Securitised English Receivables and
to exercise any rights, powers, remedies and discretions relating to any of the
foregoing as envisaged in the above-mentioned European Receivables Warehouse
Company Offers to Sell and the English Standard Terms and Conditions
incorporated therein and the said trusts and exercisable by the Principal by
reason of it remaining for the time being legal owner of the securitised
English Receivables,


 


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


 


21

















 


AND that the Principal hereby agrees at all
times hereafter to ratify and confirm any act, matter or deed whatsoever the
Attorney or any Substitute Attorney shall lawfully do or cause to be done under
or concerning these presents to the extent that such act or acts and execution
are within the power of the Principal and within the contemplation of this
Power of Attorney.


 


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


 


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


 


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


 


IN WITNESS whereof the Principal has caused
this Power of Attorney to be executed as its deed this day and year first
before 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.

  	
  )

  
				



 


22

















 


SCHEDULE 7


 


Form of
European Receivables Warehouse Company Security Agent
Proceedings Power of Attorney


 


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


 


1.                                       Pursuant to the acceptance from time to time of European Receivables
Warehouse Company Offers to Sell (each a European Receivables Warehouse Company  Offer to Sell) to be
made by the Principal, the Principal will transfer to the European Master
Purchaser (or declare a trust in respect of) the benefit of certain receivables
the subject of such European Receivables Warehouse Company Offer to Sell (the English Receivables) and the
ancillary rights relating thereto (the Ancillary Rights).


 


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


 


NOW THIS DEED WITNESSETH THAT the Principal
HEREBY APPOINTS the Attorney (acting alone or jointly) and any receiver,
administrative receiver and/or administrator appointed from time to time in
respect of the Attorney or its assets to be its true and lawful attorney for it
and in its name to do any of the following acts, deeds and things 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 under
or 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, documents
and certificates which the Attorney may deem to be necessary, proper or
expedient for the foregoing purpose;


 


3.                                       from time to time to substitute and appoint severally one or more
persons as attorney or attorneys (the Substitute Attorneys) for all or any of the
purposes 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, proper
or expedient for all or any of the foregoing purposes; and


 


5.                                       to perfect the title of the European Master Purchaser and/or the
Security Agent in and to any or all of the Securitised English Receivables and
to exercise any rights, powers, remedies and discretions relating to any of the
foregoing as envisaged in the above-mentioned European Receivables Warehouse
Company to Sell and the English Standard Terms and Conditions incorporated
therein and the said trusts and exercisable by the Principal by reason of it
remaining for the time being legal owner of the securitised English
Receivables,


 


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


 


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


 


23

















 


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


 


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


 


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


 


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


 


IN WITNESS whereof the Principal has caused
this Power of Attorney to be executed as its deed this day and year first
before 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.

  	
  )

  
				



 


24

















 


SCHEDULE 8


 


Form
of European Receivables Warehouse Company Security Agent
Completion Power of Attorney


 


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


 


1.                                       Pursuant to the acceptance from time to time of European Receivables
Warehouse Company Offers to Sell (each a European Receivables Warehouse Company  Offer to Sell) to be
made by the Principal, the Principal will transfer to the European Master
Purchaser (or declare a trust in respect of) the benefit of certain receivables
the subject of such European Receivables Warehouse Company Offers to Sell (the English Receivables) and the
ancillary rights relating thereto (the Ancillary Rights).


 


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


 


NOW THIS DEED WITNESSETH THAT the Principal
HEREBY APPOINTS the Attorney (acting alone or jointly) and any receiver,
administrative receiver and/or administrator appointed from time to time in
respect of the Attorney or its assets to be its true and lawful attorney for it
and in its name to do any of the following acts, deeds and things 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 in
favour of the European Master Purchaser in respect of any or all of the English
Receivables, the Ancillary Rights and any rights, powers, remedies and
discretions relating to any of the foregoing as provided and in the circumstances
contemplated by Clause 2.8 of the English Standard Terms and Conditions;


 


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


 


3.                                       from time to time to substitute and appoint severally one or more
persons as attorney or attorneys (the Substitute Attorneys) for all or any of the
purposes 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, proper
or expedient for all or any of the foregoing purposes; and


 


5.                                       to perfect the title of the European Master Purchaser and/or the
Security Agent in and to any or all of the Securitised English Receivables and
to exercise any rights, powers, remedies and discretions relating to any of the
foregoing as envisaged in the above-mentioned European Receivables Warehouse
Company to Sell and the English Standard Terms and Conditions incorporated therein
and the said trusts and exercisable by the Principal by reason of it remaining
for the time being legal owner of the securitised English Receivables,


 


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


 


25

















 


AND that the Principal hereby agrees at all
times hereafter to ratify and confirm any act, matter or deed whatsoever the
Attorney or any Substitute Attorney shall lawfully do or cause to be done under
or concerning these presents to the extent that such act or acts and execution
are within the power of the Principal and within the contemplation of this
Power of Attorney.


 


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


 


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


 


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


 


IN WITNESS whereof the Principal has caused
this Power of Attorney to be executed as its deed this day and year first
before 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.

  	
  )

  
				



 


26

















 


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