THIS MASTER DEED OF RELEASE AND TERMINATION is made on 30 November, 2005 BETWEEN

Exhibit 4.10

EXECUTION VERSION

THIS MASTER DEED OF RELEASE AND TERMINATION is made on
30 November, 2005

BETWEEN

XXXXXXXX N.V., a company incorporated in The Netherlands (registered number 33250021) whose registered office is at Xxxxxxxxxxxxx 00, 0000 XX Xxxxxxxxx Zuidoost, The Netherlands (the Parent);

XXXXXXXX US INC., a company incorporated in Delaware (registered number 99 94 582) whose registered office is at Corporation Trust Centre, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxx of New Castle, Delaware, United States (Xxxxxxxx US);

XXXXXXXX STAFDIENSTEN B.V., a limited liability company incorporated in The Netherlands (registered number BV243180) whose registered office is at Xxxxxxxxxxxxx 00, 0000XX Xxxxxxxxx Zuidoost, The Netherlands (the Master Servicer);

SILVER SECURITISATION B.V., a limited liability company incorporated in The Netherlands (registered number 34176237) whose registered office is at Xxxxxxxxxxx 000, 0000 XX Xxxxxxxxx, Xxx Xxxxxxxxxxx (the European Master Purchaser);

XXXXXXXX SILVER US LLC, a limited liability company formed under the law of the State of Delaware having its registered office at Corporate Trust Center, 1209 Orange Street, Wilmington Delaware and having its principal place of business at 0 Xxxxxxxxxxxxx Xxx, Xxxxxxxxxx, Xxxxxxxx 00000-0000 (the US Master Purchaser and, together with the European Master Purchaser, the Master Purchasers);

XXXXXXXX SILVER S.A., a limited liability company incorporated in Luxembourg (registered number 75881) whose registered office is at 400 Route x’Xxxx, X-0000 Xxxxxxxxxx (the European Receivables Warehouse Company);

XXXXXXXX SSC (EUROPE) N.V., a limited liability company incorporated in Belgium (registered number 84665) whose registered office is at Xxxxxxxxx 0, 0000 Xxxxxxx, Xxxxxxx (SSC);

XXXXXXXX FINED B.V., a limited liability company incorporated in The Netherlands (registered number 33149244) whose registered office is at Xxxxxxxxxxxxx 00, 0000 XX Xxxxxxxxx, Xxx Xxxxxxxxxxx (the Initial Subordinated Xxxxxxxx European Note Purchaser which expression shall include any person that accedes to the terms of the European Master Purchaser Funding Deed thereunder and together with any other person that accedes to the terms of the European Master Purchaser Funding Deed, the Subordinated Xxxxxxxx European Note Purchasers and each a Subordinated Xxxxxxxx European Note Purchaser) and as Subordinated Note Purchaser under the Subordinated Note Purchase Facility (the Subordinated Note Purchaser);

XXXXXXXX OFFICE PRODUCTS NEDERLAND B.V., a limited liability company incorporated in The Netherlands (registered number 33272529) who registered office is at Xxxxxxxxxxxxx 00, 0000X Xxxxxxxxx, Xxxxxxxx, as an Originator under the Dutch Master Receivables Purchase Agreement (in such capacity, a Dutch Originator) and as a Sub-Servicer under the Dutch Servicing Agreement (in such capacity, a Dutch Sub-Servicer);


(B)	Upon and subject to the terms of the Onward Dutch Master Receivables Purchase Agreement, the European Receivables Warehouse Company has sold and the European Master Purchaser has purchased the Dutch Receivables.


(C)	By the European Receivables Warehouse Company Deed of Charge, the European Receivables Warehouse Company, as a continuing security for the payment of the European Receivables Warehouse Company Secured Obligations therein stated, assigned to the Security Agent all of its rights, title, benefits and interest, present and future in and to the European Receivables Warehouse Company Charged Property.


(D)	By the European Master Purchaser Deed of Charge, the European Master Purchaser, as a continuing security for the payment of the European Master Purchaser Secured Obligations therein stated, assigned to the Security Agent all of its rights, title, benefits and interest, present and future in and to the European Master Purchaser Charged Property.


(G)	The Security Agent has agreed to release the Selected Dutch Originator and the European Receivables Warehouse Company from all undertakings, liabilities and obligations on its part contained in any Dutch Master Receivables Purchase Agreement with respect to the Relevant European Re-assigned Receivables, on the terms set out in this Agreement.



B =	all European Master Purchaser Senior Expenses denominated in Euro due to be paid on or before the Redemption Date


C =	the aggregate of the Face Amount of all the Selected Dutch Receivables


(a)	acknowledges the discharge of the mortgages, pledges, sub-pledge, securities and charges granted by the European Receivables Warehouse Company over the Relevant European Re-assigned Receivables, the Ancillary Rights relating thereto and the Invoice Files and the Counterparty Files produced in respect of the Relevant European Re-assigned Receivables;


(g)	for the avoidance of doubt, the release and discharge effected by this Clause 5 shall not:


	(i)	discharge the European Receivables Warehouse Company from any security, liabilities or obligations any of them may have or have granted under any agreement, to which any party hereto is a party, or for the benefit of such party, that is not a Transaction Document; or


	(ii)	extend to any European Receivables, the Ancillary Rights relating thereto and the Invoice Files and the Counterparty Files produced in respect thereof that do not relate to the European Re-assigned Receivables but are subject to the European Receivables Warehouse Company Deed of Charge and the European Receivables Warehouse Company Deed of Charge shall continue in full force and effect with respect to the European Receivables Warehouse Company.


(d)	agrees and undertakes to execute and deliver, at the European Master Purchaser’s sole expense, to the European Master Purchaser if required for any reason subsequent to the date hereof but a discharge giving effect to the foregoing provisions in this Clause 6 in conformity with the requirements of the laws of the Federal Republic of Germany and/or the laws of The Netherlands as applicable;


	(i)	discharge the European Master Purchaser from any security, liabilities or obligations any of them may have or have granted under any agreement, to which any party hereto is a party, or for the benefit of such party, that is not a Transaction Document; or


(b)	its Memorandum and Articles or other constitutional documents give it power and all necessary corporate or other authorities have been obtained and all necessary action taken, for it to enter into this Deed and the transactions contemplated hereby and this Deed and the Re-Sale Documents constitute its valid, legal and binding obligations; and


(b)	that each member of the Xxxxxxxx Group is validly incorporated and duly constituted under the laws of the jurisdiction in which it is purported to be incorporated; and


	2. Powers of Attorney of Selected Dutch Originator, European Receivables Warehouse Company and European Master Purchaser.


	3. A legal opinion of Freshfields Bruckhaus Xxxxxxxx opinion as to matters of Dutch law in respect of the release of security and the re-sale of Selected Dutch Receivables under the Netherlands law and other relevant matters.


	4. Compliance Certificates of Selected Dutch Originators, European Receivables Warehouse Company and European Master Purchaser.


	5. Solvency Certificates of Selected Dutch Originators, European Receivables Warehouse Company and European Master Purchaser.


	6. Powers of Attorney of Selected Dutch Originators, European Receivables Warehouse Company and European Master Purchaser.


	7. Rating Affirmation Letters of Xxxxx’x and Standard and Poor’s.

To:	Silver Securitisation B.V.
	Xxxxxxxx Silver S.A.
	Xxxx xxx Xxxx, civil law notary

THIS MASTER DEED OF RELEASE AND TERMINATION is made on 30 November, 2005 BETWEEN

Document Metadata

EXECUTED and DELIVERED	)
as a DEED by XXXXXXXX N.V.	)
a company incorporated in The	)
Netherlands, by , being	)
a person who, in accordance with the laws	)
of that territory, is acting under the	)
authority of the company	)

EXECUTED and DELIVERED	)
as a DEED by XXXXXXXX US INC.	)
a company incorporated in Delaware,	)
by , being a person who,	)
in accordance with the laws of that	)
State, is acting under the authority	)
of the company

EXECUTED and DELIVERED	)
as a DEED by XXXXXXXX	)
STAFDIENSTEN B.V. a company	)
incorporated in The Netherlands,	)
by , being	)
a person who, in accordance with the laws	)
of that territory, is acting under the	)
authority of the company	)

EXECUTED and DELIVERED	)
as a DEED by XXXXXXXX SILVER	)
US LLC a company incorporated in	)
Delaware, by , being	)
a person who, in accordance with the laws	)
of that State, is acting under the authority	)
of the company

EXECUTED and DELIVERED	)
as a DEED by SILVER	)
SECURITISATION B.V.	)
a company incorporated in The Netherlands	)
by	)
and
being a person who, in accordance with the laws	)
of the company

EXECUTED and DELIVERED	)
as a DEED by XXXXXXXX SILVER	)
S.A. a company incorporated in	)
Luxembourg, by , being	)
a person who, in accordance with the laws	)
of that territory, is acting under the authority	)
of the company	)

EXECUTED and DELIVERED as a	)
DEED by XXXXXXXX	)
SSC (EUROPE) N.V.	)
a company incorporated in Belgium,	)
by , being	)
a person who, in accordance with the	)
laws of that territory, is acting under the	)
authority of the company	)

EXECUTED and DELIVERED as a DEED)
by XXXXXXXX FINED B.V.,	)
a company incorporated in The Netherlands	)
by , being a person who,	)
in accordance with the laws of that territory,	)
is acting under the authority of the company	)

EXECUTED and DELIVERED	)
as a DEED by XXXXXXXX OFFICE	)
PRODUCTS NEDERLAND B.V.	)
a company incorporated in the	)
Netherlands, by , being	)
a person who, in accordance with the laws,	)
of that territory is acting under the authority	)
of the company	)

THE COMMON SEAL of	)
DEUTSCHE TRUSTEE COMPANY	)
LIMITED was hereunto affixed in the presence	)
of	)

EXECUTED and DELIVERED	)
as a DEED by	)
DEUTSCHE BANK	)
AKTIENGESELLSCHAFT a company	)
incorporated in Germany by	)
and	)
being persons who, in accordance with the laws	)
of that territory, are acting under the authority	)
of the company	)

EXECUTED and DELIVERED	)
as a DEED by	)
DEUTSCHE BANK AG	)
Amsterdam Branch by	)
and	)
persons who are acting under the authority	)
of the company	)

EXECUTED and DELIVERED	)
as a DEED	)
S.A. (as duly authorised attorney under a	)
Power of Attorney dated ))
for and on behalf of	)

DEUTSCHE BANK AG New York Branch	)
EXECUTED and DELIVERED	)
as a DEED by	)
DEUTSCHE BANK AG LONDON by	)
[ ]	)
being persons who are acting under the authority	)
of the company as MTN Dealer and	)
MTN Arranger	)

EXECUTED and DELIVERED	)
as a DEED by	)
DEUTSCHE BANK AG LONDON by	)
[ ]	)
being persons who are acting under the authority	)
of the company as Cash Manager	)

CLAUSE		PAGE

1.	DEFINITIONS AND INTERPRETATION	4
2.	CONDITIONS PRECEDENT	5
3.	RELEASE AND DISCHARGE OF CERTAIN SELLERS	5
4.	RELEASE AND DISCHARGE OF OTHER PARTIES	6
5.	RELEASE OF EUROPEAN RECEIVABLES WAREHOUSE COMPANY FROM SECURITY DOCUMENTS	6
6.	RELEASE OF EUROPEAN MASTER PURCHASER FROM SECURITY DOCUMENTS	7
7.	CANCELLATION OF POWERS OF ATTORNEY	9
8.	AGREEMENT CONTINUATION	9
9.	REPRESENTATIONS AND WARRANTIES	9
10.	STOP ISSUANCE	10
12.	SUBORDINATION OF RIGHTS	10
14.	FURTHER ASSURANCE	11
15.	COUNTERPARTS	11
16.	RIGHTS OF THIRD PARTIES	11
17.	GOVERNING LAW AND JURISDICTION	11
SCHEDULE 1 POWERS OF ATTORNEY		13
SCHEDULE 2 CONDITIONS PRECEDENT		14
SCHEDULE 3		15