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Pooling And Servicing Agreement - CENVEO, INC - 3-28-1997

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Pooling And Servicing Agreement - CENVEO, INC - 3-28-1997 Powered By Docstoc
					MAIL-WELL TRADE RECEIVABLES CORPORATION, Seller MAIL-WELL I CORPORATION, Servicer and NORWEST BANK COLORADO, NATIONAL ASSOCIATION, Trustee MAIL-WELL RECEIVABLES MASTER TRUST POOLING AND SERVICING AGREEMENT Dated as of November 15, 1996

TABLE OF CONTENTS
Page ---ARTICLE I Section 1.01. Section 1.02. ARTICLE Section Section Section Section Section Section Section Section ARTICLE Section Section Section Section Section Section II 2.01. 2.02. 2.03. 2.04. 2.05. 2.06. 2.07. 2.08. III 3.01. 3.02. 3.03. 3.04. 3.05. 3.06. Definitions.................................................................1 Definitions.....................................................................1 Other Definitional Provisions..................................................17 Conveyance of Receivables..................................................17 Conveyance of Receivables......................................................17 Acceptance of Trustee..........................................................18 Representations and Warranties of the Seller Relating to the Seller............19 Representations and Warranties of the Seller Relating to the Agreement and any Supplement and the Receivables.................................................21 Reassignment of Receivables in Trust Portfolio.................................23 Covenants of the Seller........................................................24 Covenants of the Seller with Respect to the Purchase Agreement.................27 Purchase Agreement.............................................................27 Administration and Servicing of Receivables................................28 Acceptance of Appointment and Other Matters Relating to the Services...........28 Servicing Compensation.........................................................28 Representations, Warranties and Covenants of the Servicer......................29 Servicer Reports to the Trustee................................................31 Annual Certificate of Servicer.................................................31 Semi-Annual Agreed-Upon Procedures Report of Independent Public Accountants; Copies of Reports Available....................................................32 Tax Treatment..................................................................32 Notices to Mail-Well I Corporation.............................................32 Adjustments....................................................................33 Rights of Certificateholders and Allocation and Application of Collections. Rights of Certificateholders...................................................33 Establishment of Lockboxes, Lockbox Accounts, the Concentration Account, the Collection Account, the Canadian Accounts, the Canadian Collection Account and Special Funding Account............................................34 Collections and Allocations....................................................38 Distributions and Reports to Certificateholders............................39 The Certificates...........................................................39 The Certificates...............................................................39

Section 3.07. Section 3.08. Section 3.09. ARTICLE IV Section 4.01. Section 4.02.

Section 4.03. ARTICLE V ARTICLE VI Section 6.01.

TABLE OF CONTENTS
Page ---ARTICLE I Section 1.01. Section 1.02. ARTICLE Section Section Section Section Section Section Section Section ARTICLE Section Section Section Section Section Section II 2.01. 2.02. 2.03. 2.04. 2.05. 2.06. 2.07. 2.08. III 3.01. 3.02. 3.03. 3.04. 3.05. 3.06. Definitions.................................................................1 Definitions.....................................................................1 Other Definitional Provisions..................................................17 Conveyance of Receivables..................................................17 Conveyance of Receivables......................................................17 Acceptance of Trustee..........................................................18 Representations and Warranties of the Seller Relating to the Seller............19 Representations and Warranties of the Seller Relating to the Agreement and any Supplement and the Receivables.................................................21 Reassignment of Receivables in Trust Portfolio.................................23 Covenants of the Seller........................................................24 Covenants of the Seller with Respect to the Purchase Agreement.................27 Purchase Agreement.............................................................27 Administration and Servicing of Receivables................................28 Acceptance of Appointment and Other Matters Relating to the Services...........28 Servicing Compensation.........................................................28 Representations, Warranties and Covenants of the Servicer......................29 Servicer Reports to the Trustee................................................31 Annual Certificate of Servicer.................................................31 Semi-Annual Agreed-Upon Procedures Report of Independent Public Accountants; Copies of Reports Available....................................................32 Tax Treatment..................................................................32 Notices to Mail-Well I Corporation.............................................32 Adjustments....................................................................33 Rights of Certificateholders and Allocation and Application of Collections. Rights of Certificateholders...................................................33 Establishment of Lockboxes, Lockbox Accounts, the Concentration Account, the Collection Account, the Canadian Accounts, the Canadian Collection Account and Special Funding Account............................................34 Collections and Allocations....................................................38 Distributions and Reports to Certificateholders............................39 The Certificates...........................................................39 The Certificates...............................................................39 Authentication of Certificates.................................................39 New Issuances..................................................................40 Registration of Transfer and Exchange of Certificates..........................40 Mutilated, Destroyed, Lost or Stolen Certificates..............................43 Persons Deemed Owners..........................................................43 Appointment of Paying Agent....................................................44 Access to List of Registered Certificateholders' Names and Addresses...........44 Authenticating Agent...........................................................45

Section 3.07. Section 3.08. Section 3.09. ARTICLE IV Section 4.01. Section 4.02.

Section 4.03. ARTICLE V ARTICLE Section Section Section Section Section Section Section Section Section VI 6.01. 6.02. 6.03. 6.04. 6.05. 6.06. 6.07. 6.08. 6.09.

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Page ---Book-Entry Certificates........................................................45 Notices to Clearing Agency.....................................................46 Definitive Certificates........................................................46 Meetings of Certificateholders.................................................47 Changes in Amount of Variable Funding Certificates.............................48 Other Matters Relating to the Seller.......................................49 Liability of the Seller........................................................49 Merger or Consolidation of, or Assumption of the Obligations of, the Seller....49 Limitations on Liability of the Seller.........................................50 Liabilities....................................................................50 Transferability of Seller Certificates.........................................51 Limit on Certain Holders.......................................................51 Seller Indemnification of the Trust, etc.......................................51

Section Section Section Section Section ARTICLE Section Section Section Section Section Section Section

6.10. 6.11. 6.12. 6.13. 6.14. VII 7.01. 7.02. 7.03. 7.04. 7.05. 7.06. 7.07

Section Section Section Section Section ARTICLE Section Section Section Section Section Section Section ARTICLE Section Section Section Section Section Section Section Section

6.10. 6.11. 6.12. 6.13. 6.14. VII 7.01. 7.02. 7.03. 7.04. 7.05. 7.06. 7.07 VIII 8.01. 8.02. 8.03. 8.04. 8.05. 8.06. 8.07. 8.08.

Page ---Book-Entry Certificates........................................................45 Notices to Clearing Agency.....................................................46 Definitive Certificates........................................................46 Meetings of Certificateholders.................................................47 Changes in Amount of Variable Funding Certificates.............................48 Other Matters Relating to the Seller.......................................49 Liability of the Seller........................................................49 Merger or Consolidation of, or Assumption of the Obligations of, the Seller....49 Limitations on Liability of the Seller.........................................50 Liabilities....................................................................50 Transferability of Seller Certificates.........................................51 Limit on Certain Holders.......................................................51 Seller Indemnification of the Trust, etc.......................................51 Other Matters Relating to the Servicer.....................................51 Liability of the Servicer......................................................51 Merger or Consolidation of, or Assumption of the Obligations of, the Servicer..51 Limitation on Liability of the Servicer and Others.............................52 Servicer Indemnification of the Trust and the Trustee..........................53 The Servicer Not to Resign.....................................................53 Access to Certain Documentation and Information Regarding the Receivables......53 Delegation of Duties...........................................................54 Examination of Records.........................................................54 Pay-Out Events.............................................................54 Pay-Out Events.................................................................54 Additional Rights upon the Occurrence of Certain Events........................56

ARTICLE IX Section 9.01. Section 9.02. ARTICLE Section Section Section ARTICLE Section Section Section Section Section Section Section Section Section Section Section Section

X Servicer Defaults..........................................................57 10.01. Servicer Defaults..............................................................57 10.02. Trustee to Act: Appointment of Successor......................................58 10.03. Notification to Certificateholders.............................................59 XI 11.01. 11.02. 11.03. 11.04. 11.05. 11.06. 11.07. 11.08. 11.09. 11.10. 11.11. 11.12. The Trustee................................................................60 Duties of Trustee..............................................................60 Certain Matters Affecting the Trustee..........................................61 Trustee Not Liable for Recitals in Certificates................................62 Trustee May Own Certificates...................................................62 The Seller To Pay Trustee's Fees and Expenses..................................62 Eligibility Requirements for Trustee...........................................63 Resignation or Removal of Trustee..............................................63 Successor Trustee..............................................................64 Merger or Consolidation of Trustee.............................................64 Appointment of Co-Trustee or Separate Trustee..................................64 Tax Return.....................................................................65 Trustee May Enforce Claims Without Possession of Certificates..................66

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Section Section Section Section Section ARTICLE Section Section Section Section ARTICLE Section Section Section Section Section Section Section 11.13. 11.14. 11.15. 11.16. 11.17. XII 12.01. 12.02. 12.03. 12.04. XIII 13.01. 13.02. 13.03. 13.04. 13.05. 13.06. 13.07. Suits for Enforcement..........................................................66 Rights of Certificateholders to Direct Trustee.................................66 Representations and Warranties of Trustee......................................66 Maintenance of Office or Agency................................................67 Confidentiality................................................................67 Termination................................................................67 Termination of Trust...........................................................67 Final Distribution.............................................................67 Seller's Termination Rights....................................................68 Defeasance.....................................................................69 Miscellaneous Provisions...................................................70 Amendment; Waiver of Past Defaults.............................................70 Protection of Right, Title and Interest to Trust...............................71 Limitation on Rights of Certificateholders.....................................72 Governing Law..................................................................72 Notices, Payments..............................................................72 Rule 144A Information..........................................................74 Severability of Provisions.....................................................74

Section Section Section Section Section ARTICLE Section Section Section Section ARTICLE Section Section Section Section Section Section Section Section Section Section Section Section Section Section Section Section Section

11.13. 11.14. 11.15. 11.16. 11.17. XII 12.01. 12.02. 12.03. 12.04. XIII 13.01. 13.02. 13.03. 13.04. 13.05. 13.06. 13.07. 13.08. 13.09. 13.10. 13.11. 13.12. 13.13. 13.14. 13.15. 13.16. 13.17.

Suits for Enforcement..........................................................66 Rights of Certificateholders to Direct Trustee.................................66 Representations and Warranties of Trustee......................................66 Maintenance of Office or Agency................................................67 Confidentiality................................................................67 Termination................................................................67 Termination of Trust...........................................................67 Final Distribution.............................................................67 Seller's Termination Rights....................................................68 Defeasance.....................................................................69 Miscellaneous Provisions...................................................70 Amendment; Waiver of Past Defaults.............................................70 Protection of Right, Title and Interest to Trust...............................71 Limitation on Rights of Certificateholders.....................................72 Governing Law..................................................................72 Notices, Payments..............................................................72 Rule 144A Information..........................................................74 Severability of Provisions.....................................................74 Certificates Nonassessable and Fully Paid......................................74 Further Assurances.............................................................74 Nonpetition Covenant...........................................................74 No Waiver; Cumulative Remedies.................................................74 Counterparts...................................................................75 Third-Party Beneficiaries......................................................75 Actions by Certificateholders..................................................75 Merger and Integration.........................................................75 Headings.......................................................................75 No Proceedings.................................................................75

EXHIBITS
Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit A B-1 B-2 C D E-1 E-2 E-3 F Form of Seller Certificate Form of Daily Report Form of Weekly Report Form of Monthly Settlement Report Form of Annual Servicer's Certificate Private Placement Legend Representation Letter ERISA Legend Form of Semi-Annual Agreed-Upon Procedures Report SCHEDULES Schedule 1 Schedule 2 Schedule 3 Credit and Collection Policy Schedule of Monthly Periods Schedule of Monthly Settlement Report Dates

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POOLING AND SERVICING AGREEMENT, dated as of November 15, 1996, among MAIL- WELL TRADE RECEIVABLES CORPORATION, a Colorado corporation, as Seller, MAIL-WELL I CORPORATION, a Delaware corporation, as Servicer, and NORWEST BANK COLORADO, NATIONAL ASSOCIATION, as Trustee. In consideration of the mutual agreements herein contained, each party agrees as follows for the benefit of the other parties, the Certificateholders and any Series Enhancer to the extent provided herein and in any Supplement: ARTICLE I Definitions Section 1.01. Definitions. Whenever used in this Agreement, the following words and phrases shall have the

POOLING AND SERVICING AGREEMENT, dated as of November 15, 1996, among MAIL- WELL TRADE RECEIVABLES CORPORATION, a Colorado corporation, as Seller, MAIL-WELL I CORPORATION, a Delaware corporation, as Servicer, and NORWEST BANK COLORADO, NATIONAL ASSOCIATION, as Trustee. In consideration of the mutual agreements herein contained, each party agrees as follows for the benefit of the other parties, the Certificateholders and any Series Enhancer to the extent provided herein and in any Supplement: ARTICLE I Definitions Section 1.01. Definitions. Whenever used in this Agreement, the following words and phrases shall have the following meanings, and the definitions of such terms are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms: "Accumulation Period" shall mean, with respect to any Series, the period, if any, specified as such in the related Supplement. "Act" shall mean the Securities Act of 1933, as amended. "Affiliate" shall mean, with respect to any specified Person, any other Person controlling or controlled by or under common control with such specified Person. For the purpose of this definition, "control" shall mean the power to direct the management and policies of a Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise and the terms "controlling" and "controlled" have meaning correlative to the foregoing. "Affiliated Obligor" shall mean any Obligor that is an Affiliate of another Obligor. "Agreement" shall mean this Pooling and Servicing Agreement and all amendments hereof and supplements hereto, including, with respect to any Series or Class, the related Supplement. "Amortization Period" shall mean, with respect to any Series or any Class within a Series, a period following the Revolving Period, which shall be the controlled amortization period, the principal amortization period, the early amortization period, the optional amortization period, the limited amortization period or other amortization period, in each case as defined with respect to such Series in the related Supplement. "Applicants" shall have the meaning specified in Section 6.08. "Appointment Date" shall have the meaning specified in Section 9.02(a). "Authorized Newspaper" shall mean any newspaper or newspapers of general circulation in the Borough of Manhattan, The City of New York printed in the English language and customarily published on each Business Day at such place, whether or not published on Saturdays, Sundays or holidays. "Bearer Certificate" shall have the meaning specified in Section 6.01. "Benefit Plan" shall have the meaning specified in Section 6.04(c). "Billing Date" shall mean the date on which the invoice with respect to a Receivable was generated. "Book-Entry Certificates" shall mean beneficial interests in the Investor Certificates, ownership and transfers of which shall be made through book entries by a Clearing Agency as described in Section 6.10. "Business Day" shall mean any day other than (a) a Saturday or Sunday, (b) any other day on which national banking associations or state banking institutions in New York, New York or Denver, Colorado are authorized or obligated by law, executive order or governmental decree to be closed or (c) for purposes of any particular

"Bearer Certificate" shall have the meaning specified in Section 6.01. "Benefit Plan" shall have the meaning specified in Section 6.04(c). "Billing Date" shall mean the date on which the invoice with respect to a Receivable was generated. "Book-Entry Certificates" shall mean beneficial interests in the Investor Certificates, ownership and transfers of which shall be made through book entries by a Clearing Agency as described in Section 6.10. "Business Day" shall mean any day other than (a) a Saturday or Sunday, (b) any other day on which national banking associations or state banking institutions in New York, New York or Denver, Colorado are authorized or obligated by law, executive order or governmental decree to be closed or (c) for purposes of any particular Series, any other day specified in the related Supplement. "Canadian Account" shall mean have the meaning specified in Section 4.02. "Canadian Collection Account" shall have the meaning specified in Section 4.02 and shall include Canadian Collection Subaccounts. "Canadian Collection Subaccount" shall have the meaning specified in Section 4.02. "Canadian person" shall mean a citizen or resident of Canada, a corporation, partnership or other entity created or organized in or under the laws of Canada or any province thereof or doing business in Canada or any province thereof. "Canadian Receivables" shall mean Receivables which are (i) originated by an Originator which is a Canadian person and (ii) payable in Canadian Dollars pursuant to the terms of the Contract with respect to such Receivables. "Certificate" with respect to any Series, shall have the meaning specified in the related Supplement. "Certificateholder" or "Holder" shall mean an Investor Certificateholder or a Person in whose name the Seller Certificate is registered. "Certificateholders' Interest" shall have the meaning specified in Section 4.01. "Certificate Owner" shall mean, with respect to a Book-Entry Certificate, the Person who is the owner of such Book-Entry Certificate, as reflected on the books of the Clearing Agency, or on the books of a Person maintaining an account with such Clearing Agency (directly or as an indirect participant, in accordance with the rules of such Clearing Agency). "Certificate Rate" shall mean, with respect to any Series or Class, the certificate rate specified therefor in the related Supplement. 2 "Certificate Register" shall mean the register maintained pursuant to Section 6.04, providing for the registration of the Registered Certificates and the Seller Certificate and transfers and exchanges thereof. "Class" shall mean, with respect to any Series, any one of the classes of Investor Certificates of that Series. "Clearing Agency" shall mean an organization registered as a "clearing agency" pursuant to Section 17A of the Securities Exchange Act of 1934, as amended. "Clearing Agency Participant" shall mean a broker, dealer, bank, other financial institution or other Person for whom from time to time a Clearing Agency effects book-entry transfers and pledges of securities deposited with the Clearing Agency. "Closing Date" shall mean, with respect to any Series, the closing date specified in the related Supplement.

"Certificate Register" shall mean the register maintained pursuant to Section 6.04, providing for the registration of the Registered Certificates and the Seller Certificate and transfers and exchanges thereof. "Class" shall mean, with respect to any Series, any one of the classes of Investor Certificates of that Series. "Clearing Agency" shall mean an organization registered as a "clearing agency" pursuant to Section 17A of the Securities Exchange Act of 1934, as amended. "Clearing Agency Participant" shall mean a broker, dealer, bank, other financial institution or other Person for whom from time to time a Clearing Agency effects book-entry transfers and pledges of securities deposited with the Clearing Agency. "Closing Date" shall mean, with respect to any Series, the closing date specified in the related Supplement. "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time. "Collection Account" shall have the meaning specified in Section 4.02 and shall include Collection Subaccounts. "Collection Subaccount" shall have the meaning specified in Section 4.02. "Collections" shall mean, with respect to any Receivable, all cash collections and other cash proceeds of such Receivable, including, without limitation, all cash proceeds of Related Security with respect to such Receivable. "Commission" shall mean the Securities and Exchange Commission. "Concentration Limit" for any Obligor means at any time (a) 5% in the case of an Obligor rated at least A-1 or its equivalent by the Rating Agencies, (b) 3% in the case of an Obligor rated below A-1 or its equivalent by the Rating Agencies but equal to or above A-2 or its equivalent by the Rating Agencies, (c) 2% in the case of an Obligor rated below A-2 or its equivalent by the Rating Agencies but equal to or above A-3 or its equivalent by the Rating Agencies, (d) 2% in the case of an Obligor the short-term debt of which is not rated by the Rating Agencies, (e) 0% in the case of any Obligor which is a Governmental Entity to the extent that the Receivables of such Obligor cause the aggregate Eligible Receivables of all Obligors which are Governmental Entities to exceed 5% of the aggregate Outstanding Balance of Eligible Receivables, (f) notwithstanding clauses (a) through (e) above, 2% in the case of an Obligor that is a Canadian person at any time that the sovereign debt rating of the Commonwealth of Canada is rated below AA or its equivalent by the Rating Agencies, (g) 0% in the case of any Obligor which is a Canadian person to the extent that the Receivables of such Obligor cause the aggregate Eligible Receivables of all Obligors which are Canadian persons to exceed 20% of the aggregate Outstanding Balance of Eligible Receivables or (h) such other percentage ("Special Concentration Limit") for such Obligor designated by the Series Representative in a writing delivered to the Seller and consented to by the Seller, which consent shall not be unreasonably withheld (unless such Special Concentration Limit is designated by the Series Representative at the request of a Rating Agency in which case such designation need not be consented to by the Seller); provided that in the case of an Obligor with any Affiliated Obligor, the Concentration Limit shall be calculated as if such 3 Obligor and such Affiliated Obligor are one Obligor; provided further that the Liquidity Agent or any Series Representative may cancel any Special Concentration Limit upon three Business Days' notice to the Seller. "Consolidated Fixed Charge Coverage Ratio" shall have the meaning specified in the Third Amended and Restated Credit Agreement, dated as of the date hereof, among Mail-Well I Corporation, certain Affiliates thereof, Banque Paribas and the Lenders named therein, as in existence on the date hereof, without giving effect to any amendment of the definition of such term agreed to by the parties to such agreement after the date hereof. "Contract" shall mean an agreement between an Originator and an Obligor pursuant to or under which such Obligor shall be obligated to pay for merchandise or services from time to time.

Obligor and such Affiliated Obligor are one Obligor; provided further that the Liquidity Agent or any Series Representative may cancel any Special Concentration Limit upon three Business Days' notice to the Seller. "Consolidated Fixed Charge Coverage Ratio" shall have the meaning specified in the Third Amended and Restated Credit Agreement, dated as of the date hereof, among Mail-Well I Corporation, certain Affiliates thereof, Banque Paribas and the Lenders named therein, as in existence on the date hereof, without giving effect to any amendment of the definition of such term agreed to by the parties to such agreement after the date hereof. "Contract" shall mean an agreement between an Originator and an Obligor pursuant to or under which such Obligor shall be obligated to pay for merchandise or services from time to time. "Controlled Distribution Amount" with respect to any Series, shall have the meaning specified in the related Supplement. "Corporate Trust Office" shall have the meaning specified in Section 11.16. "Coupon" shall have the meaning specified in Section 6.01. "Credit and Collection Policy" means those receivables credit and collection policies and practices of the Originators in effect on the date of this Agreement and described in Schedule 1 hereto, as modified in compliance with this Agreement. "Daily Report" shall have the meaning specified in Section 3.04(a). "Debtor Relief Laws" shall mean the Bankruptcy Code of the United States of America and all other applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement, receivership, insolvency, reorganization, suspension of payments, readjustment of debt, marshalling of assets or similar debtor relief laws of the United States, any state or any foreign country from time to time in effect, affecting the rights of creditors generally. "Default Ratio" means the ratio (expressed as a percentage) computed as of the last day of each Monthly Period by dividing (i) the sum of (a) the aggregate Outstanding Balance of all Receivables that were unpaid 90-120 days after the Billing Date therefor as of the end of the preceding Monthly Period and (b) the aggregate Outstanding Balance of all Receivables that became Defaulted Receivables during the preceding Monthly Period by (ii) the aggregate Outstanding Balance of all Receivables created by the Originators during the Monthly Period four months prior to such day. "Defaulted Receivable" shall mean an Originator Receivable: (i) as to which any payment, or part thereof, remains unpaid for 150 or more days from the original Billing Date thereof; (ii) as to which the Obligor thereof or any other Person obligated thereon has taken any action, or suffered any event to occur, of the type described in the definition of Insolvency Event; or 4

(iii) which, consistent with the Credit and Collection Policy, would be written off the applicable Originator's or the Seller's books as uncollectible. "Defeasance" shall have the meaning specified in Section 12.04. "Defeased Series" shall have the meaning specified in Section 12.04. "Definitive Certificates" shall have the meaning specified in Section 6.10. "Depositaries" shall mean the Person specified in the applicable Supplement, in its capacity as depositary for the respective accounts of any Clearing Agency. "Depository Agreement" shall mean, with respect to any Series or Class, the agreement among the Seller, the

(iii) which, consistent with the Credit and Collection Policy, would be written off the applicable Originator's or the Seller's books as uncollectible. "Defeasance" shall have the meaning specified in Section 12.04. "Defeased Series" shall have the meaning specified in Section 12.04. "Definitive Certificates" shall have the meaning specified in Section 6.10. "Depositaries" shall mean the Person specified in the applicable Supplement, in its capacity as depositary for the respective accounts of any Clearing Agency. "Depository Agreement" shall mean, with respect to any Series or Class, the agreement among the Seller, the Trustee and the applicable Clearing Agency. "Designated Obligor" means, at any time, each Obligor; provided, however, that any Obligor shall cease to be a Designated Obligor upon three Business Days' notice by the Liquidity Agent to the Seller that the Liquidity Agent and the Series Representative has determined in its reasonable business judgment that such Obligor is no longer acceptable, and provided further that any Person added as an Obligor after the date hereof shall be judged to be acceptable or not acceptable in the sole discretion of the Liquidity Agent and the Series Representative. "Determination Date" shall mean the third Business Day prior to each Distribution Date. "Diluted Receivable" means on any date that portion of any Eligible Receivable which is either (a) reduced or canceled as a result of (i) any failure by the applicable Originator to deliver any merchandise or services or otherwise to perform under the underlying Contract, or (ii) any change in or cancellation of any of the terms of such Contract or any other adjustment by the applicable Originator which reduces the amount payable by the Obligor on the related Eligible Receivable or (iii) any setoff in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related transaction or an undated transaction) or (b) subject to any specific dispute, offset, counterclaim or defense whatsoever (except the potential discharge in bankruptcy of the Obligor thereof); provided, that Diluted Receivables do not include (x) contractual adjustments to the amount payable by an Obligor that are eliminated from the Eligible Receivables balance sold to the Seller through a reduction in the purchase price for the related Eligible Receivable or (y) any portion of those Eligible Receivables for which a production prepayment has been received. "Dilution Factors" means with respect to the Receivables, any net credits, rebates, freight charges, cash discounts, volume discounts, cooperative advertising expenses, royalty payments, warranties, cost of parts required to be maintained by agreement (whether express or implied), warehouse and other offsets, allowances, disputes, chargebacks, defective returns, other returned or repossessed goods, inventory transfers, allowances for early payments and other similar allowances that are made or coordinated with an Originator's usual practices, in each case after, in the case of any Receivable, such Receivable first became a "Receivable" hereunder; provided that any allowances or adjustments in accordance with the Credit and Collection Policy made on account of an Obligor's insolvency or inability to pay shall not constitute a Dilution Factor. 5 "Dilution Ratio" means the ratio (expressed as a percentage) computed as of the last day of each Monthly Period by dividing the aggregate amount of Diluted Receivables at the end of the preceding Monthly Period by the sales of the Originators during the second Monthly Period preceding such day. "Distribution Date" shall mean, unless otherwise specified in the Supplement for the related Series, the 15th day of each calendar month during the term hereof, or, if such 15th day is not a Business Day, the next succeeding Business Day. "Eligible Deposit Account" shall mean either (a) a segregated account with an Eligible Institution or (b) a segregated trust account with the corporate trust department of a depository institution organized under the laws of the United States or any one of the states thereof, including the District of Columbia (or any domestic branch of a foreign bank), and acting as a trustee for funds deposited in such account, so long as any of the securities of

"Dilution Ratio" means the ratio (expressed as a percentage) computed as of the last day of each Monthly Period by dividing the aggregate amount of Diluted Receivables at the end of the preceding Monthly Period by the sales of the Originators during the second Monthly Period preceding such day. "Distribution Date" shall mean, unless otherwise specified in the Supplement for the related Series, the 15th day of each calendar month during the term hereof, or, if such 15th day is not a Business Day, the next succeeding Business Day. "Eligible Deposit Account" shall mean either (a) a segregated account with an Eligible Institution or (b) a segregated trust account with the corporate trust department of a depository institution organized under the laws of the United States or any one of the states thereof, including the District of Columbia (or any domestic branch of a foreign bank), and acting as a trustee for funds deposited in such account, so long as any of the securities of such depository institution shall have a credit rating from each Rating Agency in one of its generic credit rating categories which signifies investment grade. "Eligible Institution" shall mean (a) a depository institution (which may be the Trustee) organized under the laws of the United States or any one of the states thereof (including the District of Columbia) or any domestic branch or agency of a foreign bank institution licensed by the Controller of the Currency or any state banking agency which at all times (i) has either (x) a long-term unsecured debt rating of A2 or better by Moody's or (y) a certificate of deposit rating of P-1 by Moody's, (ii) has either (x) a long-term unsecured debt rating of AAA by Standard & Poor's or (y) a certificate of deposit rating of A-1+ by Standard & Poor's and (iii) if such depository institution is organized under the laws of the United States or any one of the states thereof, is a member of the FDIC or (b) any other institution that is acceptable to each Rating Agency and the Series Representatives. "Eligible Investments" shall mean book-entry securities, negotiable instruments or securities represented by instruments in bearer or registered form which evidence: (a) direct obligations of, and obligations fully guaranteed as to timely payment of principal and interest by, or subject to the full faith and credit of, the United States of America; (b) demand deposits, time deposits or certificate of deposit (having original maturities of no more than 365 days) of depository institutions or trust companies incorporated under the laws of the United States of America or any state thereof (or domestic branches of foreign banks) and subject to supervision and examination by federal or state banking or depository institution authorities; provided that at the time of the Trust's investment or contractual commitment to invest therein, the short-term debt rating of such depository institution or trust company shall be in the highest investment category of each Rating Agency; (c) commercial paper or other short-term obligations having, at the time of the Trust's investment or contractual commitment to invest therein, a rating from each Rating Agency in its highest investment category; (d) demand deposits, time deposits and certificates of deposit which are fully insured by the FDIC, with a Person the commercial paper of which has a credit rating from each Rating Agency in its highest investment category; 6

(e) notes or bankers' acceptances (having original maturities of no more than 365 days) issued by any depository institution or trust company referred to in (b) above; (f) investments in money market funds rated AAAm or AAAmg or the equivalent by Standard & Poor's and in the equivalent rating categories by each other Rating Agency or otherwise approved in writing by each Rating Agency; (g) investments in money market accounts held at an Eligible Institution which accounts invest solely in securities and instruments described in the preceding clauses (a) through (f); or (h) any other investments approved in writing by each Rating Agency, the Liquidity Agent and the Series Representatives.

(e) notes or bankers' acceptances (having original maturities of no more than 365 days) issued by any depository institution or trust company referred to in (b) above; (f) investments in money market funds rated AAAm or AAAmg or the equivalent by Standard & Poor's and in the equivalent rating categories by each other Rating Agency or otherwise approved in writing by each Rating Agency; (g) investments in money market accounts held at an Eligible Institution which accounts invest solely in securities and instruments described in the preceding clauses (a) through (f); or (h) any other investments approved in writing by each Rating Agency, the Liquidity Agent and the Series Representatives. "Eligible Receivable" means, at any time, a Receivable: (a) the Obligor of which is a U. S. person or Canadian person and is not an Affiliate of any Originator; (b) the Obligor of which, at the time of its transfer to the Trust, is a Designated Obligor and is not the Obligor of any Receivables which remain unpaid 150 days or more from the original Billing Date which in the aggregate constitute 10% or more of the aggregate Outstanding Balance of all Receivables of such Obligor; (c) which at the time of its transfer to the Trust is not a Defaulted Receivable; (d) which, according to the Contract related thereto, is required to be paid in full in accordance with the Credit and collection Policy but in any event within 120 days of the original Billing Date therefor; (e) [Intentionally omitted.] (f) which is an "account" within the meaning of Section 9-106 of the UCC of the applicable jurisdictions; (g) which is denominated and payable only (i) in United States dollars in the United States or (ii) in Canadian dollars (and subject to currency swap arrangements satisfactory to the Liquidity Agent and each Series Representative) and payable in Canada; (h) which arises under a Contract which, together with such Receivable, is in full force and effect and constitutes the legal, valid and binding obligation of the Obligor of such Receivable and is not subject to any dispute, offset, counterclaim or defense whatsoever (except the potential discharge in bankruptcy of such Obligor); (i) which, together with the Contract related thereto, does not contravene in any material respect any laws, rules or regulations applicable thereto (including, without limitation, laws, rules and regulations relating to usury, consumer protection, truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy) and with respect to 7

which none of the Seller, the applicable Originator or the Obligor is in violation of any such law, rule or regulation in any material respect; (j) which arises under a Contract with a party other than a party subject to the United States Assignment of Claims Act which (A) does not prohibit (or require the Obligor thereunder to consent to) the transfer, sale or assignment of the rights and duties of the Seller or the applicable Originator thereunder and (B) does not contain a confidentiality provision that expressly restricts the ability of the parties hereto to exercise their rights under this Agreement, including, without limitation, their right to review the Contract; (k) which (A) satisfies all applicable requirements of the Credit and Collection Policy (including, without limitation, those requirements with respect to the payment terms of such Receivable) and (B) complies with such other criteria and requirements (other than those relating to the collectibility of such Receivable) as the Series

which none of the Seller, the applicable Originator or the Obligor is in violation of any such law, rule or regulation in any material respect; (j) which arises under a Contract with a party other than a party subject to the United States Assignment of Claims Act which (A) does not prohibit (or require the Obligor thereunder to consent to) the transfer, sale or assignment of the rights and duties of the Seller or the applicable Originator thereunder and (B) does not contain a confidentiality provision that expressly restricts the ability of the parties hereto to exercise their rights under this Agreement, including, without limitation, their right to review the Contract; (k) which (A) satisfies all applicable requirements of the Credit and Collection Policy (including, without limitation, those requirements with respect to the payment terms of such Receivable) and (B) complies with such other criteria and requirements (other than those relating to the collectibility of such Receivable) as the Series Representatives or the Liquidity Agent may, upon the request of any Rating Agency, from time to time specify to the Seller upon 30 days' notice; (l) as to which, at or prior to the time of its transfer to the Trust, the Series Representatives, the Liquidity Agent and the Seller shall mutually agree or the Rating Agencies (through the Series Representative or Liquidity Agent) shall require that such Receivable (or class of Receivables) is no longer acceptable for transfer to the Trust hereunder; (m) with respect to which all material consents, licenses or authorizations of any governmental authority have been obtained; (n) which is not the subject of any specific waiver or modification except in compliance with the Credit and Collection Policy; (o) as to which, at the time of its transfer to the Trust, the Seller or the Trust will have good and marketable title free and clear of all Liens other than Liens in favor of the Trustee; (p) which has been the subject of a valid transfer and assignment from the Seller to the Trust of all the Seller's right, title and interest therein; (q) as to which, at the time of its transfer to the Trust, the Seller has not taken any action which, or failed to take any action the omission of which, would, at the time of its transfer to the Trust, impair the rights of the Trust or the Certificateholders therein; and (r) which remains unpaid for less than 120 days after its original Billing Date. "Eligible Servicer" shall mean the Trustee, a wholly-owned subsidiary of the Trustee or an entity which, at the time of its appointment as Servicer, (a) is legally qualified and has the capacity to service the Receivables, (b) is qualified (or licensed) to use the software that is then being used to service the Receivables or obtains the right to use, or has its own, software which is adequate to perform its duties under this Agreement, (c) has, in the reasonable judgment of the Trustee, the ability to professionally and competently service a portfolio of similar accounts receivable and (d) either (i)(x) has a net worth of at least $50,000,000 as of the end of its most recent fiscal quarter and (y) is a nationally chartered bank or (ii) is Mail-Well I Corporation or a wholly- owned subsidiary of Mail-Well I Corporation. 8 "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended. "Established Securities Market" means a national securities exchange that is either registered under Section 6 of the Exchange Act or exempt from registration because of the limited 'volume of transactions, a foreign securities exchange that, under the law of the jurisdiction where it is organized, satisfies regulatory requirements that are analogous to the regulatory requirements of the Exchange Act, a regional or local exchange, or an interdealer quotation system that regularly disseminates firm buy or sell quotations by identified brokers or dealers by electronic means or otherwise.

"ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended. "Established Securities Market" means a national securities exchange that is either registered under Section 6 of the Exchange Act or exempt from registration because of the limited 'volume of transactions, a foreign securities exchange that, under the law of the jurisdiction where it is organized, satisfies regulatory requirements that are analogous to the regulatory requirements of the Exchange Act, a regional or local exchange, or an interdealer quotation system that regularly disseminates firm buy or sell quotations by identified brokers or dealers by electronic means or otherwise. "Exchange Act" means the Securities Exchange Act of 1934, as amended. "Exchange Date" shall mean, with respect to any Series, any date that is after the related Series Issuance Date. "FDIC" shall mean the Federal Deposit Insurance Corporation or any successor. "Fees" with respect to any Series, shall have the meaning specified in the related Supplement. "Floating Allocation Percentage" shall mean, with respect to any Series, the floating allocation percentage specified in the related Supplement. "Governmental Authority" shall mean the United States of America or any other country, and in each case, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government. "Group" shall mean, with respect to any Series, the group of Series, if any, in which the related Supplement specifies such Series is to be included. "Indebtedness" of any Person shall mean indebtedness, obligations and liabilities of such Person (a) for borrowed money, (b) evidenced by promissory notes, bonds, debentures, notes or other similar instruments, (c) to pay the deferred purchase price of property or services other than trade accounts payable of such Person arising in the ordinary course of business that are not past due by more than 90 days, (d) as lessee under leases which have been or should be, in accordance with GAAP, recorded as capital leases, (e) secured by any lien or other charge upon property or assets owned by such Person, even though such Person has not assumed or become liable for the payment of such obligations, (f) under any interest rate, swap, "cap", "collar" or other hedging agreement, (g) under reimbursement agreements or similar agreements with respect to the issuance of letters of credit (other than obligations in respect of letters of credit opened to provide for payment of goods and services purchased in the ordinary course of business) and (h) under direct or indirect guaranties in respect of, and obligations (contingent or otherwise) to purchase or otherwise acquire, or otherwise to assure a creditor against loss in respect of, indebtedness or obligations of others of the kinds referred to in clauses (a) through (g) above. For the purposes hereof, the term "guarantee" shall include any agreement, whether such agreement is on a contingency or otherwise, to purchase, repurchase or otherwise acquire Indebtedness of any other Person, or to purchase, sell or lease, as lessee or lessor, property or services, in any such case primarily for the purpose of enabling another person to make payment of Indebtedness, or to make any payment (whether as an advance, capital contribution, 9

purchase of an equity interest or otherwise) to assure a minimum equity, asset base, working capital or other balance sheet or financial condition, in connection with the Indebtedness of another Person, or to supply funds to or in any manner invest in another Person in connection with Indebtedness of such Person. "Insolvency Event" shall mean, with respect to any Person, the occurrence of any of the following events: such Person shall fail generally to, or admit in writing its inability to, pay its debts as they become due; or a proceeding shall have been instituted in a court having jurisdiction in the premises seeking a decree or order for relief in respect of such Person in an involuntary case under any Debtor Relief Law, or for the appointment of a receiver,

purchase of an equity interest or otherwise) to assure a minimum equity, asset base, working capital or other balance sheet or financial condition, in connection with the Indebtedness of another Person, or to supply funds to or in any manner invest in another Person in connection with Indebtedness of such Person. "Insolvency Event" shall mean, with respect to any Person, the occurrence of any of the following events: such Person shall fail generally to, or admit in writing its inability to, pay its debts as they become due; or a proceeding shall have been instituted in a court having jurisdiction in the premises seeking a decree or order for relief in respect of such Person in an involuntary case under any Debtor Relief Law, or for the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator, conservator or other similar official of such Person or for any substantial part of its property, or for the winding-up or liquidation of its affairs and, if instituted against such Person, any such proceeding shall continue undismissed or unstayed and in effect, for a period of 60 consecutive days, or any of the actions sought in such proceeding shall occur; or the commencement by such Person of a voluntary case under any Debtor Relief Law, or such Person's consent to the entry of any order for relief in an involuntary case under any Debtor Relief Law, or consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator, conservator or other similar official of such Person or for any substantial part of its property, or any general assignment for the benefit of creditors; or such Person or any Subsidiary of such Person shall have taken any corporate action in furtherance of any of the foregoing actions. "Insolvency Proceeds" shall have the meaning specified in Section 9.02(b). "Interest" with respect to any Series, shall have the meaning specified in the related Supplement. "Invested Amount" shall have, with respect to any Series, the meaning specified in the related Supplement. "Investment Company Act" shall mean the Investment Company Act of 1940, as amended. "Investor Certificateholder" shall mean the Person in whose name a Registered Certificate is registered in the Certificate Register or the holder of any Bearer Certificate or Coupon. "Investor Certificate" shall mean any one of the certificates (including the Bearer Certificates or the Registered Certificates) executed by the Seller and authenticated by or on behalf of the Trustee, substantially in the form attached to the related Supplement, other than the Seller Certificate. "Lien" shall mean any mortgage, deed of trust, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), or other security agreement of any kind or nature whatsoever, including any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing and the filing of any financing statement under the UCC (other than any such financing statement filed for informational purposes only) or comparable law of any jurisdiction to evidence any of the foregoing, excluding any lien or filing pursuant to this Agreement; provided, however, that any assignment or transfer pursuant to Section 7.02 shall not be deemed to constitute a Lien. 10 "Liquidity Agent" shall have the meaning specified in the related Supplement. "Lockboxes" and "Lockbox Accounts" shall have the meanings specified in Section 4.02. "Minimum Balance" with respect to any Series, shall have the meaning specified in the related Supplement. "Monthly Period" shall mean initially, the period from the close of business on the Trust Closing Date to Saturday, November 30, 1996, and thereafter the period from the last day of the prior Monthly Period to the fourth (or, in the case of the first Monthly Period of each fiscal quarter, the fifth) Saturday following such day as set forth on Schedule 2 hereto for the first 12 calendar months following the date hereof and to be agreed upon by the Servicer, the Series Representative and the Liquidity Agent thereafter. "Monthly Settlement Report" shall have the meaning specified in Section 3.04(c).

"Liquidity Agent" shall have the meaning specified in the related Supplement. "Lockboxes" and "Lockbox Accounts" shall have the meanings specified in Section 4.02. "Minimum Balance" with respect to any Series, shall have the meaning specified in the related Supplement. "Monthly Period" shall mean initially, the period from the close of business on the Trust Closing Date to Saturday, November 30, 1996, and thereafter the period from the last day of the prior Monthly Period to the fourth (or, in the case of the first Monthly Period of each fiscal quarter, the fifth) Saturday following such day as set forth on Schedule 2 hereto for the first 12 calendar months following the date hereof and to be agreed upon by the Servicer, the Series Representative and the Liquidity Agent thereafter. "Monthly Settlement Report" shall have the meaning specified in Section 3.04(c). "Monthly Servicing Fee" shall have the meaning specified in the related Supplement. "Moody's" shall mean Moody's Investors Service, Inc., or its successor. "Net Receivables Pool Balance" means at any time the Outstanding Balance of Eligible Receivables reduced by the sum of (i) the Outstanding Balance of such Eligible Receivables that are then Defaulted Receivables and (ii) the aggregate amount by which the Outstanding Balance of Eligible Receivables (other than Defaulted Receivables) of each Obligor exceeds the product of (A) the Concentration Limit for such Obligor multiplied by (B) the Outstanding Balance of the Eligible Receivables. "Notices" shall have the meaning specified in Section 13.05(a). "Obligor" shall mean a Person obligated to make payments pursuant to a Contract. "Officer's Certificate" shall mean, unless otherwise specified in this Agreement, a certificate delivered to the Trustee and the Series Representative signed by the Chairman of the Board, President, any Vice President or the Treasurer of the Seller or the Servicer, as the case may be. "Opinion of Counsel" shall mean a written opinion of counsel, who may be counsel for, or an employee of, the Person providing the opinion and which opinion shall be reasonably acceptable to the Trustee and any Series Representative. "Originators" shall mean collectively, Mail-Well I Corporation, Wisco Envelope Corp., Pavey Envelope and Tag Corp., Mail-Well West, Inc., Wisco II, L.L.C., Mail-Well Canada Holdings, Inc., Graphic Arts Center, Inc.,Wisco III, L.L.C., Supremex Inc., Innova Envelope Inc. and each corporation added as a "Seller" under the Purchase Agreement pursuant to Section 2.08 thereof, and their successors or assigns under the Purchase Agreement; any one of the foregoing Persons being referred to herein as an "Originator." "Originator Receivable" means the indebtedness of any Obligor resulting from the provision or sale of merchandise, insurance or services by an Originator under a Contract, and includes 11

the right to payment of any interest or finance charges and other obligations of such Obligor with respect thereto. "Outstanding Balance" of any Receivable at any time shall mean the then outstanding principal balance thereof after reductions, cancellations and adjustments resulting from Dilution Factors; provided, however, that with respect to any Canadian Receivable, Outstanding Balance at any time shall mean the United States Dollar equivalent of the then outstanding principal balance thereof as determined by reference to the weighted average of the notional amount of Canadian Receivables pursuant to any applicable hedge agreement. "Pay-Out Event" shall, with respect to any Series, have the meaning specified in Section 9.01 and shall also include each additional event, if any, specified in the relevant Supplement as a Pay-Out Event with respect to such Series.

the right to payment of any interest or finance charges and other obligations of such Obligor with respect thereto. "Outstanding Balance" of any Receivable at any time shall mean the then outstanding principal balance thereof after reductions, cancellations and adjustments resulting from Dilution Factors; provided, however, that with respect to any Canadian Receivable, Outstanding Balance at any time shall mean the United States Dollar equivalent of the then outstanding principal balance thereof as determined by reference to the weighted average of the notional amount of Canadian Receivables pursuant to any applicable hedge agreement. "Pay-Out Event" shall, with respect to any Series, have the meaning specified in Section 9.01 and shall also include each additional event, if any, specified in the relevant Supplement as a Pay-Out Event with respect to such Series. "Paying Agent" shall mean any paying agent and co-paying agent appointed pursuant to Section 6.07. "Person" shall mean any legal entity, including any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, governmental entity or other entity of similar nature. "Principal Terms" shall mean, with respect to any Series, (i) the name or designation; (ii) the initial principal amount (or method for calculating such amount) and its invested amount in the Trust; (iii) the Certificate Rate (or method for the determination thereof); (iv) the payment date or dates and the date or dates from which interest shall accrue; (v) the method for allocating Collections to Certificateholders of such Series; (vi) the designation of any Series Accounts and the terms governing the operation of any such Series Accounts; (vii) the method of calculating the servicing fee with respect thereto; (viii) the provider, if any, and the terms of any form of Series Enhancement with respect thereto; (ix) the terms on which the Investor Certificates of such Series may be exchanged for Investor Certificates of another Series, repurchased by the Seller or any Affiliate of the Seller or remarketed to other investors; (x) the Series Termination Date; (xi) the number of Classes of Investor Certificates of such Series and, if such Series consists of more than one Class, the rights and priorities of each such Class; (xii) the extent to which the Investor Certificates of such Series will be issuable in temporary or permanent global form; (xiii) whether the Investor Certificates of such Series may be issued as Bearer Certificates and any limitation imposed thereon; (xiv) the priority of such Series with respect to any other Series; (xv) the Group, if any, to which such Series belongs; (xvi) whether the Investor Certificates of each Series are Variable Funding Certificates and, if so, the Stated Amount thereof and (xvii) any other terms of, or with respect to, such Series. "Purchase Agreement" shall mean the Purchase and Contribution Agreement, dated as of the date hereof, between Mail-Well I Corporation, certain Affiliates of Mail-Well I Corporation and Mail-Well Trade Receivables Corporation, as amended, restated or supplemented from time to time in accordance therewith and herewith. "Rating Agency" shall mean, with respect to any outstanding Series or Class, each statistical rating agency selected by the Seller to rate the Investor Certificates of such Series or Class. "Rating Agency Condition" shall mean, with respect to any action, that each Rating Agency shall have notified the Seller, the Servicer and the Trustee in writing that such action will not 12

result in a reduction or withdrawal of the rating of any outstanding Series or Class (or in the case of any Series or Class owned by any commercial paper conduit, the rating of any outstanding commercial paper notes issued by such conduit to fund or maintain its investment in such Series or Class) with respect to which it is a Rating Agency. "Reassigned Receivables" shall have the meaning specified in Section 2.05(a). "Receivable" shall mean any Originator Receivable which has been acquired by the Seller from an Originator by purchase or by capital contribution pursuant to the Purchase Agreement.

result in a reduction or withdrawal of the rating of any outstanding Series or Class (or in the case of any Series or Class owned by any commercial paper conduit, the rating of any outstanding commercial paper notes issued by such conduit to fund or maintain its investment in such Series or Class) with respect to which it is a Rating Agency. "Reassigned Receivables" shall have the meaning specified in Section 2.05(a). "Receivable" shall mean any Originator Receivable which has been acquired by the Seller from an Originator by purchase or by capital contribution pursuant to the Purchase Agreement. "Recoveries" shall mean all cash amounts received by the Servicer with respect to Receivables which had previously become Defaulted Receivables. "Record Date" shall mean, with respect to any Distribution Date, the last Business Day of the preceding calendar month, except as otherwise provided with respect to a Series in the related Supplement. "Registered Certificateholder" shall mean the Holder of a Registered Certificate. "Registered Certificates" shall have the meaning specified in Section 6.01. "Related Security" shall mean with respect to any Receivable all of the Seller's interest in : (i) any merchandise (including returned merchandise) relating to any sale giving rise to such Receivable; (ii) all security interests or liens and property subject thereto from time to time purporting to secure payment of such Receivable, whether pursuant to the Contract related to such Receivable or otherwise, together with all financing statements signed by an Obligor describing any collateral securing such Receivable; (iii) all guaranties, insurance and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Receivable whether pursuant to the Contract related to such Receivable or otherwise; and (iv) the Contract and all other books, records and other information (including, without limitation, computer programs, tapes, discs, punch cards, data processing software and related property and rights) directly relating to such Receivable and the related Obligor. "Requirements of Law" with respect to any Person shall mean the certificate of incorporation or articles of association and by-laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation, or determination of an arbitrator or Governmental Authority, in each case applicable to or binding upon such Person or to which such Person is subject, whether Federal, state or local. 13 "Responsible Officer" shall mean any officer within the Trustee's Corporate Trust Office including any Vice President, any Assistant Vice President, any Trust Officer, any Assistant Cashier, or any other officer of the Trustee within the Trustee's Corporate Trust Office customarily performing functions similar to those performed by any of the above-designated officers and also, with respect to a particular matter, any other officer within the Trustee's Corporate Trust Office to whom such matter is referred because of such officer's knowledge of and familiarity with the particular subject. "Revolving Period" shall mean, with respect to any Series, the period specified as such in the related Supplement. "Rule 144A" shall mean Rule 144A under the Act, as such Rule may be amended from time to time. "Seller" shall mean Mail-Well Trade Receivables Corporation, a Colorado corporation, or its successors or assigns under this Agreement. "Seller Amount" shall mean at any time of determination an amount equal to the total amount of Receivables and

"Responsible Officer" shall mean any officer within the Trustee's Corporate Trust Office including any Vice President, any Assistant Vice President, any Trust Officer, any Assistant Cashier, or any other officer of the Trustee within the Trustee's Corporate Trust Office customarily performing functions similar to those performed by any of the above-designated officers and also, with respect to a particular matter, any other officer within the Trustee's Corporate Trust Office to whom such matter is referred because of such officer's knowledge of and familiarity with the particular subject. "Revolving Period" shall mean, with respect to any Series, the period specified as such in the related Supplement. "Rule 144A" shall mean Rule 144A under the Act, as such Rule may be amended from time to time. "Seller" shall mean Mail-Well Trade Receivables Corporation, a Colorado corporation, or its successors or assigns under this Agreement. "Seller Amount" shall mean at any time of determination an amount equal to the total amount of Receivables and the principal amount on deposit in the Special Funding Account in the Trust at such time minus the aggregate Invested Amounts for all outstanding Series at such time. "Seller Certificate" shall mean the certificate executed by the Seller and authenticated by or on behalf of the Trustee, substantially in the form of Exhibit A. "Seller Retained Certificates" shall mean Investor Certificates of any Series which the Seller retained pursuant to the terms of any Supplement. "Seller Retained Class" shall mean any Class of Investor Certificates of any Series which the Seller retained pursuant to the terms of any Supplement. "Seller's Interest" shall have the meaning specified in Section 4.01. "Seller's Percentage" shall mean, with respect to Receivables and Defaulted Receivables, 100% less the sum of the Floating Allocation Percentages with respect to all outstanding Series. "Series" shall mean any series of Investor Certificates established pursuant to a Supplement. "Series Account" shall mean any deposit, trust, escrow or similar account maintained for the benefit of the Investor Certificateholders of any Series or Class, as specified in any Supplement. "Series Enhancement" shall mean the rights and benefits provided to the Investor Certificateholder of any Series or Class pursuant to any letter of credit, surety bond, cash collateral account, enhancement invested amount, spread account, guaranteed rate agreement, maturity liquidity facility, tax protection agreement, interest rate swap agreement, interest rate cap agreement or other similar arrangement. The subordination of any Class to another Class shall be deemed to be a Series Enhancement. 14 "Series Enhancer" shall mean the Person or Persons providing any Series Enhancement, other than the Investor Certificateholders of any Class which is subordinated to another Class. "Series Invested Amount" shall have, with respect to any Series, the meaning specified in the related Supplement. "Series Issuance Date" shall mean, with respect to any Series, the date on which the Investor Certificates of such Series are to be originally issued in accordance with Section 6.03 and the related Supplement. "Series Representative" shall mean, with respect to any Series, the agent (if any) specified in the related Supplement. "Series Termination Date" shall mean, with respect to any Series, the termination date specified in the related Supplement.

"Series Enhancer" shall mean the Person or Persons providing any Series Enhancement, other than the Investor Certificateholders of any Class which is subordinated to another Class. "Series Invested Amount" shall have, with respect to any Series, the meaning specified in the related Supplement. "Series Issuance Date" shall mean, with respect to any Series, the date on which the Investor Certificates of such Series are to be originally issued in accordance with Section 6.03 and the related Supplement. "Series Representative" shall mean, with respect to any Series, the agent (if any) specified in the related Supplement. "Series Termination Date" shall mean, with respect to any Series, the termination date specified in the related Supplement. "Servicer" shall mean Mail-Well I Corporation, in its capacity as Servicer pursuant to this Agreement or the Successor Servicer, as the case may be. "Servicer Default" shall have the meaning specified in Section 10.01. "Servicing Fee" shall mean, with respect to any Series, the servicing fee specified in Section 3.02. "Servicing Fee Rates" shall mean, with respect to any Series, the Servicing Fee Rate specified in the related Supplement. "Servicing Officer" shall mean any officer of the Servicer involved in, or responsible for, the administration and servicing of the Receivables whose name appears on a list of servicing officers furnished to the Trustee by the Servicer, as such list may from time to time be amended. "Shortfalls" shall have the meaning specified in Section 4.04. "Special Funding Account" shall have the meaning specified in Section 4.02. "Standard & Poor's" shall mean Standard & Poor's Ratings Group, a division of The McGraw-Hill Companies, Inc., or its successor. "Stated Amount" shall mean, as to any Variable Funding Certificate, the maximum principal amount that may be required to be funded by the Holder of such Variable Funding Certificate as determined by the applicable Supplement. "Subordinated Note" shall have the meaning specified in the Purchase Agreement. "Successor Servicer" shall have the meaning specified in Section 10.02(a). 15 "Supplement" shall mean, with respect to any Series, a Supplement to this Agreement, executed and delivered in connection with the original issuance of the Investor Certificates of such Series pursuant to Section 6.03, and all amendments thereof and supplements thereto. "Tax Opinion" shall mean, with respect to any action, an Opinion of Counsel to the effect that, for Federal income tax purposes, such action will not adversely affect the tax characterization as debt of Investor Certificates of any outstanding Series or Class that were characterized as debt at the time of their issuance. "Termination Notice" shall have the meaning specified in Section 10.01. "Transfer Agent and Registrar" shall have the meaning specified in Section 6.04. "Transfer Date" shall mean the Business Day immediately preceding each Distribution Date. "Trust" shall mean the Mail-Well I Corporation Master Trust created by this Agreement.

"Supplement" shall mean, with respect to any Series, a Supplement to this Agreement, executed and delivered in connection with the original issuance of the Investor Certificates of such Series pursuant to Section 6.03, and all amendments thereof and supplements thereto. "Tax Opinion" shall mean, with respect to any action, an Opinion of Counsel to the effect that, for Federal income tax purposes, such action will not adversely affect the tax characterization as debt of Investor Certificates of any outstanding Series or Class that were characterized as debt at the time of their issuance. "Termination Notice" shall have the meaning specified in Section 10.01. "Transfer Agent and Registrar" shall have the meaning specified in Section 6.04. "Transfer Date" shall mean the Business Day immediately preceding each Distribution Date. "Trust" shall mean the Mail-Well I Corporation Master Trust created by this Agreement. "Trust Asset" shall have the meaning specified in Section 2.01. "Trust Closing Date" shall mean November 15, 1996. "Trustee" shall mean Norwest Bank Colorado, National Association in its capacity as trustee on behalf of the Trust, or its successor in interest, or any successor trustee appointed as herein provided. "UCC" shall mean the Uniform Commercial Code, as amended from time to time, as in effect in the State of New York or, where Section 9-103 of the Uniform Commercial Code as in effect in the State of New York provides that the perfection of security interests is governed by the Uniform Commercial Code then in effect in another State, then, with respect to perfection of security interests only, the Uniform Commercial Code, as amended from time to time, as in effect in such State. "United States" shall mean the United States of America (including the States and the District of Columbia) its territories, its possessions and other areas subject to its jurisdiction. "U.S. person" or "United States person" shall mean a citizen or resident of the United States, a corporation, partnership or other entity created or organized in or under the laws of the United States, or of which is subject to United State Federal income taxation regardless of its source. "Variable Funding Certificates" shall have the meaning specified in any Variable Funding Supplement. "Variable Funding Supplement" shall mean a Supplement executed in connection with the issuance of, and otherwise specifying the terms governing the issuance of, Variable Funding Certificates provided for therein. "Weekly Report" shall have the meaning specified in Section 3.04(b). 16 Section 1.02. Other Definitional Provisions. (a) With respect to any Series, all terms used herein and not otherwise defined herein shall have meanings ascribed to them in the related Supplement. (b) All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. (c) As used in this Agreement and in any certificate or other document made or delivered pursuant hereto or thereto, accounting terms not defined in this Agreement or in any such certificate or other document, and accounting terms partly defined in this Agreement or in any such certificate or other document to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principles. To the extent that the definitions of accounting terms in this Agreement or in any such certificate or other document are inconsistent with the meanings of such terms under generally accepted accounting principles, the definitions contained in this Agreement or in any such certificate or other document shall control.

Section 1.02. Other Definitional Provisions. (a) With respect to any Series, all terms used herein and not otherwise defined herein shall have meanings ascribed to them in the related Supplement. (b) All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. (c) As used in this Agreement and in any certificate or other document made or delivered pursuant hereto or thereto, accounting terms not defined in this Agreement or in any such certificate or other document, and accounting terms partly defined in this Agreement or in any such certificate or other document to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principles. To the extent that the definitions of accounting terms in this Agreement or in any such certificate or other document are inconsistent with the meanings of such terms under generally accepted accounting principles, the definitions contained in this Agreement or in any such certificate or other document shall control. (d) Any reference to notification to a Rating Agency or to a Rating Agency Condition shall only apply to any specific rating agency if such rating agency is then rating any outstanding Series. (e) Unless otherwise specified, references to any amount as on deposit or outstanding on any particular date shall mean such amount at the close of business on such day. (f) The words "hereof", "herein" and "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; references to any Section, Schedule or Exhibit are references to Sections, Schedules and Exhibits in or to this Agreement unless otherwise specified; and the term "including" means "including without limitation." (g) For purposes of determining whether the Holders of Variable Funding Certificates of any Series have consented to, approved or disapproved of any action to be taken hereunder where a vote of the Certificateholders of such Series is required, "unpaid principal amount" of such Series of Variable Funding Certificates shall mean, during the Revolving Period for such Series, the Stated Amount for such Series, and during the Amortization Period for such Series, the unpaid principal amount of such Variable Funding Certificates. ARTICLE II Conveyance of Receivables Section 2.01. Conveyance of Receivables. (a) By execution of this Agreement, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, for the benefit of the Certificateholders, all its right, title and interest in, to and under (i) the Receivables existing at the close of business on the Trust Closing Date and thereafter created from time to time until the termination of the Trust, (ii) the Related Security, (iii) all Recoveries, (iv) the Purchase Agreement, including, without limitation, the Seller's right to approve any additional "Sellers" thereunder pursuant to Section 2.08 thereof, (v) the right to any Series Enhancement, and (vi) all 17 Collections and other moneys due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including "proceeds" as defined in the UCC) of any of the foregoing. Such property, together with all moneys on deposit in the Lockbox Accounts, the Concentration Account, the Collection Account, the Canadian Accounts, the Canadian Collection Account, the Special Funding Account, the Series Accounts and any Series Enhancement shall constitute the assets of the Trust (the "Trust Assets"). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Trustee, any Investor Certificateholders or any Series Enhancer of any obligation of the applicable Originator, the Servicer, the Seller or any other Person in connection with the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors. (b) The Seller shall file, at its own expense, financing statements (and continuation statements when applicable) with respect to the Receivables and other Trust Assets now existing and hereafter created meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the sale and assignment of such Receivables to the Trust, and to deliver a file stamped

Collections and other moneys due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including "proceeds" as defined in the UCC) of any of the foregoing. Such property, together with all moneys on deposit in the Lockbox Accounts, the Concentration Account, the Collection Account, the Canadian Accounts, the Canadian Collection Account, the Special Funding Account, the Series Accounts and any Series Enhancement shall constitute the assets of the Trust (the "Trust Assets"). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Trustee, any Investor Certificateholders or any Series Enhancer of any obligation of the applicable Originator, the Servicer, the Seller or any other Person in connection with the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors. (b) The Seller shall file, at its own expense, financing statements (and continuation statements when applicable) with respect to the Receivables and other Trust Assets now existing and hereafter created meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the sale and assignment of such Receivables to the Trust, and to deliver a file stamped copy of each such financing statement or other evidence of such filing (which may, for purposes of this Section 2.01 consist of telephone confirmation of such filing promptly followed by delivery to the Trustee of a filestamped copy) to the Trustee on or prior to the initial Closing Date. (c) The Seller shall, at its own expense, beginning on or prior to the initial Closing Date until the termination of the Trust pursuant to Section 12.01 hereof indicate in the appropriate records that Receivables have been conveyed to the Trust pursuant to this Agreement for the benefit of the Certificateholders by including in such records notations identifying each such Receivable. (d) It is the intention of the parties hereto that the conveyance of the Receivables and all other Trust Assets by the Seller to the Trustee, on behalf of the Trust, as provided in this Section 2.01 be, and be construed as, an absolute sale of the Receivables by the Seller to the Trustee for the benefit of the Certificateholders. Furthermore, it is not intended that such conveyance be deemed a pledge of the Receivables and the other Trust Assets by the Seller to the Trustee to secure a debt or other obligation of the Seller. If, however, a court of competent jurisdiction holds that any transaction provided for hereby constitutes a loan and not a sale, this Agreement shall be deemed to be a security agreement within the meaning of Article 9 of the UCC and the conveyance provided for in this Section 2.01 shall be deemed to be a grant by the Seller to the Trustee of a "security interest" within the meaning of Article 9 of the UCC in all of the Seller's right, title and interest in and to the Receivables and other Trust Assets and all amounts payable to the holders of the Receivables after the initial Closing Date in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including without limitation all amounts from time to time held or invested in the Series Accounts, whether in the form of cash, instruments, securities or other property. Section 2.02. Acceptance of Trustee. (a) The Trustee hereby acknowledges its acceptance on behalf of the Trust of all right, title and interest to the property, now existing and hereafter created, conveyed to the Trust pursuant to Section 2.01 and declares that it shall maintain such right, title and interest, upon the trust herein set forth, for the benefit of all Certificateholders. (b) The Trustee shall have no power to create, assume or incur indebtedness or other liabilities in the name of the Trust other than as contemplated in this Agreement or any Supplement. 18

(c) The Trustee shall not use any information it obtains pursuant to this Agreement, including any of the information delivered by the Seller to the Trustee pursuant to Section 2.01, 2.09 or 3.04(c), to compete or assist any person in competing with any Originator or the Seller in their respective businesses. Section 2.03. Representations and Warranties of the Seller Relating to the Seller. (a) Representations and Warranties. The Seller hereby represents and warrants to the Trust (and agrees that the Trustee may conclusively rely on each such representation and warranty in accepting the Receivables in trust and in authenticating the Certificates) as of each Closing Date that: (i) Organization and Good Standing. The Seller is a corporation duly organized and validly existing in good standing under the laws of the State of Colorado, and has full corporate power, authority and legal right to own

(c) The Trustee shall not use any information it obtains pursuant to this Agreement, including any of the information delivered by the Seller to the Trustee pursuant to Section 2.01, 2.09 or 3.04(c), to compete or assist any person in competing with any Originator or the Seller in their respective businesses. Section 2.03. Representations and Warranties of the Seller Relating to the Seller. (a) Representations and Warranties. The Seller hereby represents and warrants to the Trust (and agrees that the Trustee may conclusively rely on each such representation and warranty in accepting the Receivables in trust and in authenticating the Certificates) as of each Closing Date that: (i) Organization and Good Standing. The Seller is a corporation duly organized and validly existing in good standing under the laws of the State of Colorado, and has full corporate power, authority and legal right to own its properties and conduct its business as such properties are presently owned and such business is presently conducted, to execute, deliver and perform its obligations under this Agreement, each Supplement and the Purchase Agreement and to execute and deliver to the Trustee the Certificates pursuant hereto. (ii) Due Qualification. The Seller is duly qualified to do business and is in good standing as a foreign corporation (or is exempt from such requirements), and has obtained all necessary licenses and approvals in each jurisdiction necessary for the conduct of its business. (iii) Due Authorization and Execution. The execution, delivery and performance of this Agreement, each Supplement and the Purchase Agreement by the Seller, the execution and delivery to the Trustee of the Certificates by the Seller and the consummation by the Seller of the transactions provided for in this Agreement, each Supplement and the Purchase Agreement have been duly authorized by the Seller by all necessary corporate action on the part of the Seller and have been duly executed and delivered by the Seller. (iv) No Conflict. The execution and delivery by the Seller of this Agreement, each Supplement, the Purchase Agreement and the Certificates, the performance by the Seller of the transactions contemplated by this Agreement, each Supplement and the Purchase Agreement and the fulfillment by the Seller of the terms hereof and thereof (i) will not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under, any indenture, contract, agreement, mortgage, deed of trust, or other instrument to which the Seller is a party or by which it or any of its properties are bound and (ii) do not result in or require the creation of any Lien, security interest or other charge or encumbrance upon or with respect to any of its properties (except for the interest created pursuant to this Agreement). (v) No Violation. The execution and delivery by the Seller of this Agreement, each Supplement, the Purchase Agreement and the Certificates, the performance by the Seller of the transactions contemplated by this Agreement, each Supplement and the Purchase Agreement and the fulfillment by the Seller of the terms hereof and thereof will not conflict with or violate any Requirements of Law applicable to the Seller and will not contravene the Seller's charter or by-laws. 19 (vi) No Proceedings. There are no proceedings or investigations pending or, to the best knowledge of the Seller, threatened against the Seller, before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality (A) asserting the invalidity of this Agreement, any Supplement or the Certificates, (B) seeking to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated by this Agreement, any Supplement or the Certificates, (C) seeking any determination or ruling that, in the reasonable judgment of the Seller, would materially and adversely affect the performance by the Seller of its obligations under this Agreement or any Supplement, (D) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of this Agreement, any Supplement, the Purchase Agreement or the Certificates, or (E) seeking to affect adversely the income tax attributes of the Trust under the Federal or applicable state income or franchise tax systems, and the Seller is not in default with respect to any order of any court, arbitration or Governmental Authority except for defaults with respect to orders of Governmental Authority which defaults are not material to the business or operations of the Seller, taken as a whole. (vii) Use of Proceeds. No proceeds of any Distributions will be used to acquire any equity security of a class which is registered pursuant to

(vi) No Proceedings. There are no proceedings or investigations pending or, to the best knowledge of the Seller, threatened against the Seller, before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality (A) asserting the invalidity of this Agreement, any Supplement or the Certificates, (B) seeking to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated by this Agreement, any Supplement or the Certificates, (C) seeking any determination or ruling that, in the reasonable judgment of the Seller, would materially and adversely affect the performance by the Seller of its obligations under this Agreement or any Supplement, (D) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of this Agreement, any Supplement, the Purchase Agreement or the Certificates, or (E) seeking to affect adversely the income tax attributes of the Trust under the Federal or applicable state income or franchise tax systems, and the Seller is not in default with respect to any order of any court, arbitration or Governmental Authority except for defaults with respect to orders of Governmental Authority which defaults are not material to the business or operations of the Seller, taken as a whole. (vii) Use of Proceeds. No proceeds of any Distributions will be used to acquire any equity security of a class which is registered pursuant to Section 12 of the Securities Exchange Act of 1934. (viii) All Consents Required. All approvals, authorizations, consents, orders or other actions of or notices to or filings with any Person or any Governmental Authority or governmental official required in connection with the execution and delivery by the Seller of this Agreement, each Supplement, the Purchase Agreement and the Certificates, the performance by the Seller of the transactions contemplated by this Agreement, each Supplement and the Purchase Agreement and the fulfillment by the Seller of the terms hereof and thereof, have been duly obtained and are in full force and effect. (ix) Chief Executive Office. The Seller has its chief executive office at 23 Inverness Way East, Suite 160, Englewood, Colorado 80112, or such other place of which the Seller has notified the Trustee in accordance with Section 2.06(g). (x) Investment Company. The Seller is not an "Investment Company" within the meaning of the Investment Company Act. (xi) Bulk Sales. The execution, delivery and performance of this Agreement do not require compliance with "bulk sales" law by the Seller. (xii) Tradenames. The Seller is not known by and does not use any tradename or doing-business-as name. (xiii) Incorporation. The Seller was incorporated on November 5, 1996 and the Seller did not engage in any business activities prior to the date of this Agreement. (xiv) Insolvency. (i) The fair value of the property of the Seller is greater than the total amount of liabilities, including contingent liabilities, of the Seller, (ii) the present fair salable value of the assets of the Seller is not less than the amount that will 20

be required to pay all probable liabilities of the Seller on its debts as they become absolute and matured, (iii) the Seller does not intend to, and does not believe that it will, incur debts or liabilities beyond the Seller's abilities to pay such debts and liabilities as they mature, (iv) the Seller is not engaged in a business or a transaction, and is not about to engage in a business or a transaction, for which the Seller's property would constitute unreasonably small capital and (v) the transfer of the Receivables by the Seller to the Trust will not render the Seller insolvent. (b) Notice of Breach. The representations and warranties of the Seller set forth in this Section 2.03 shall survive the transfer and assignment by the Seller of the respective Receivables to the Trust. Upon discovery by the Seller, the Servicer or the Trustee of a breach of any of the representations and warranties by the Seller set forth in this Section 2.03, the party discovering such breach shall give prompt written notice to the others and to each Series Enhancer entitled thereto pursuant to the relevant Supplement. The Seller agrees to cooperate with the Servicer and the Trustee in attempting to cure any such breach. For purposes of the representations and warranties set

be required to pay all probable liabilities of the Seller on its debts as they become absolute and matured, (iii) the Seller does not intend to, and does not believe that it will, incur debts or liabilities beyond the Seller's abilities to pay such debts and liabilities as they mature, (iv) the Seller is not engaged in a business or a transaction, and is not about to engage in a business or a transaction, for which the Seller's property would constitute unreasonably small capital and (v) the transfer of the Receivables by the Seller to the Trust will not render the Seller insolvent. (b) Notice of Breach. The representations and warranties of the Seller set forth in this Section 2.03 shall survive the transfer and assignment by the Seller of the respective Receivables to the Trust. Upon discovery by the Seller, the Servicer or the Trustee of a breach of any of the representations and warranties by the Seller set forth in this Section 2.03, the party discovering such breach shall give prompt written notice to the others and to each Series Enhancer entitled thereto pursuant to the relevant Supplement. The Seller agrees to cooperate with the Servicer and the Trustee in attempting to cure any such breach. For purposes of the representations and warranties set forth in this Section 2.03, each reference to a Supplement shall be deemed to refer only to those Supplements in effect as of the relevant Closing Date. Section 2.04. Representations and Warranties of the Seller Relating to the Agreement and any Supplement and the Receivables. (a) Representations and Warranties. The Seller hereby represents and warrants to the Trust (and agrees that the Trustee may conclusively rely on each such representation and warranty in accepting the Receivables in trust and in authenticating the Certificates) as of the date of this Agreement and the date of each Supplement, as of each Closing Date that: (i) this Agreement, each Supplement, the Purchase Agreement and each Certificate constitutes a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium, or similar law affecting creditors' rights generally and by general principles of equity; (ii) each Daily Report, Weekly Report and Monthly Settlement Report (in each case, if prepared by the Seller or one of its Affiliates, or to the extent that information contained therein is supplied by the Seller or an Affiliate), other report exhibit, financial statement, document, book or record and all information furnished or to be furnished at any time by or on behalf of the Seller to the Trustee and each Series Representative in connection with this Agreement and each Supplement is or will be accurate in all material respects as of its date or (except as otherwise disclosed to the Trustee and/or each Series Representative, as the case may be, at such time) as of the date so furnished, and no such document contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made and taken as a whole, not misleading; (iii) the Seller is the legal and beneficial owner of all right, title and interest in each Receivable and the Seller has the full right to transfer such Receivables to the Trust, and each Receivable conveyed to the Trust by the Seller has been conveyed to the Trust free and clear of any Lien of any Person claiming through or under the Seller or any of its Affiliates (other than Liens permitted under subsection 2.06(b)) and in compliance with all Requirements of Law applicable to the Seller; 21

(iv) with respect to each Receivable transferred to the Trust, the Seller (i) shall have received such Receivable as a contribution to the capital of the Seller by the applicable Originator or (ii) shall have purchased such Receivable from the applicable Originator in exchange for payment (made by the Seller to the applicable Originator in accordance with the provisions of the Purchase Agreement) of cash, in an amount which constitutes fair consideration and reasonably equivalent value. Each such sale referred to in clause (ii) of the preceding sentence shall not have been made for or on account of an antecedent debt owed by the applicable Originator to the Seller and no such sale is or may be voidable or subject to avoidance under any section of any Debtor Relief Laws; (v) this Agreement constitutes a valid transfer and assignment to the Trust of all right, title and interest of the Seller in the Receivables and other Trust Assets conveyed to the Trust by the Seller and all monies due or to become due with respect thereto and the proceeds thereof. If, however, a court of competent jurisdiction holds that any transaction provided for hereby constitutes a loan and not a sale, this Agreement constitutes a grant of a "security interest" (as defined in the UCC) in such property to the Trust, which, in the case of existing Receivables and the

(iv) with respect to each Receivable transferred to the Trust, the Seller (i) shall have received such Receivable as a contribution to the capital of the Seller by the applicable Originator or (ii) shall have purchased such Receivable from the applicable Originator in exchange for payment (made by the Seller to the applicable Originator in accordance with the provisions of the Purchase Agreement) of cash, in an amount which constitutes fair consideration and reasonably equivalent value. Each such sale referred to in clause (ii) of the preceding sentence shall not have been made for or on account of an antecedent debt owed by the applicable Originator to the Seller and no such sale is or may be voidable or subject to avoidance under any section of any Debtor Relief Laws; (v) this Agreement constitutes a valid transfer and assignment to the Trust of all right, title and interest of the Seller in the Receivables and other Trust Assets conveyed to the Trust by the Seller and all monies due or to become due with respect thereto and the proceeds thereof. If, however, a court of competent jurisdiction holds that any transaction provided for hereby constitutes a loan and not a sale, this Agreement constitutes a grant of a "security interest" (as defined in the UCC) in such property to the Trust, which, in the case of existing Receivables and the proceeds thereof, is enforceable upon execution and delivery of this Agreement and which will be enforceable with respect to such Receivables hereafter created and the proceeds thereof upon such creation. Upon the filing of the financing statements pursuant to Section 2.01 and, in the case of Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Trust shall have a first priority security interest in such property and proceeds (as defined in the UCC) except for Liens permitted under subsection 2.06(b); (vi) except as otherwise expressly provided in this Agreement or any Supplement, neither the Seller nor any Person claiming through or under the Seller has any claim to or interest in the Lockboxes, the Lockbox Accounts, the Concentration Account, the Collection Account, the Canadian Accounts, the Canadian Collection Account, the Special Funding Account, any Series Account or any Series Enhancement and the Seller has no other lockboxes or related accounts other than the Lockboxes, the Lockbox Accounts and the Canadian Accounts; (vii) each Receivable designated by the Seller as an Eligible Receivable on the date hereof is an Eligible Receivable; (viii) as of the date of the creation of any new Receivable, such Receivable is an Eligible Receivable, unless such Receivable is identified as not being an Eligible Receivable in the Monthly Servicer's Certificate for the month in which such Receivable was created; and (ix) except pursuant to the Purchase Agreement or this Agreement, no effective financing statement or other instrument similar in effect covering any Contract, any Receivable or collections or proceeds thereof, is on file in any recording office; (b) Notice of Breach. The representations and warranties of the Seller set forth in this Section 2.04 shall survive the transfer and assignment by the Seller of Receivables to the Trust. 22

Subject to Section 2.05, upon discovery by the Seller, the Servicer or the Trustee of a breach of any of the representations and warranties by the Seller set forth in this Section 2.04, the party discovering such breach shall give prompt written notice to the others and to each Series Enhancer and Series Representative entitled thereto pursuant to the relevant Supplement. The Seller agrees to cooperate with the Servicer and the Trustee in attempting to cure any such breach. For purposes of the representations and warranties set forth in this Section 2.04, each reference to a Supplement shall be deemed to refer only to those Supplements in effect as of the date of the relevant representations or warranties. Section 2.05. Reassignment of Receivables in Trust Portfolio. (a) If any representation or warranty of the Seller set forth in Section 2.04(a)(vii),(viii) or (ix) is not true and correct in any material respect with respect to any Receivables, then either the Trustee or the Holders of Investor Certificates evidencing not less than 50% of the aggregate unpaid principal amount of all outstanding Investor Certificates, by notice then given to the Seller and the Servicer (and to the Trustee if given by the Investor Certificateholders), may direct the Seller to accept a reassignment of such Receivables (the "Reassigned Receivables") transferred to the Trust by the Seller if such breach of representation or warranty is not cured within 30 days of such notice and upon those conditions the Seller shall be obligated to accept such reassignment on the terms set forth below; provided, however, that such

Subject to Section 2.05, upon discovery by the Seller, the Servicer or the Trustee of a breach of any of the representations and warranties by the Seller set forth in this Section 2.04, the party discovering such breach shall give prompt written notice to the others and to each Series Enhancer and Series Representative entitled thereto pursuant to the relevant Supplement. The Seller agrees to cooperate with the Servicer and the Trustee in attempting to cure any such breach. For purposes of the representations and warranties set forth in this Section 2.04, each reference to a Supplement shall be deemed to refer only to those Supplements in effect as of the date of the relevant representations or warranties. Section 2.05. Reassignment of Receivables in Trust Portfolio. (a) If any representation or warranty of the Seller set forth in Section 2.04(a)(vii),(viii) or (ix) is not true and correct in any material respect with respect to any Receivables, then either the Trustee or the Holders of Investor Certificates evidencing not less than 50% of the aggregate unpaid principal amount of all outstanding Investor Certificates, by notice then given to the Seller and the Servicer (and to the Trustee if given by the Investor Certificateholders), may direct the Seller to accept a reassignment of such Receivables (the "Reassigned Receivables") transferred to the Trust by the Seller if such breach of representation or warranty is not cured within 30 days of such notice and upon those conditions the Seller shall be obligated to accept such reassignment on the terms set forth below; provided, however, that such Receivables will not be reassigned to the Seller if, on any day prior to the end of such 30 day period (i) the relevant representation and warranty shall be true and correct in all material respects as if made on such day and (ii) the Seller shall have delivered to the Trustee a certificate of an authorized officer describing the nature of such breach and the manner in which the relevant representation and warranty became true and correct. (b) The Servicer shall deduct the portion of the Reassigned Receivables from the aggregate amount of Receivables used to calculate the Seller Amount, the Seller's Interest and the Floating Allocation Percentage applicable to any Series. If, following the exclusion of such Receivables from the calculation of the Seller Amount, the Floating Allocation Percentage for all Series would be greater than 100%, not later than two Business Days after the date on which such reassignment obligation arises, the Seller shall deposit into the Collection Account in immediately available funds not later than two Business Days after the date on which such reassignment obligation arises, in payment for such reassignment, an amount equal to the amount necessary to reduce the Floating Allocation Percentage applicable to all Series to be a percentage no greater than 100% with respect to each outstanding Series in the related Supplement. Notwithstanding anything to the contrary in this Agreement, such amounts shall be distributed on such Distribution Date in accordance with Article IV and the terms of each Supplement. The payment of such deposit amount in immediately available funds shall be considered payment in full of all of such Receivables being reassigned. (c) Upon the deposit, if any, required to be made to the Collection Account as provided in this Section and the reassignment of the applicable Receivables, the Trustee, on behalf of the Trust, shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Seller or its designee, without recourse, representation or warranty, all the right, title and interest of the Trust in and to such Receivables, the Related Security and Recoveries with respect thereto, all moneys due or to become due and all amounts received with respect thereto and all proceeds thereof. The Trustee shall execute such documents and instruments of transfer or assignment and take such other actions as shall be reasonably requested by the Seller to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Seller to accept reassignment of any Receivables, and to make the deposits, if any, required to be made to the Collection Account as provided in this Section, shall constitute the sole remedy respecting the event 23

giving rise to such obligation available to Certificateholders (or the Trustee on behalf of the Certificateholders). Section 2.06. Covenants of the Seller. The Seller hereby covenants as follows: (a) Receivables to be Accounts. The Seller will take no action to cause any Receivable transferred by it to the Trust (i) not to be classified as an account or proceeds thereof (as defined in the UCC) or (ii) to be evidenced by any instrument (as defined in the UCC). (b) Security Interests. Except for the conveyances hereunder, the Seller will not sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist any Lien on any Receivable, whether now

giving rise to such obligation available to Certificateholders (or the Trustee on behalf of the Certificateholders). Section 2.06. Covenants of the Seller. The Seller hereby covenants as follows: (a) Receivables to be Accounts. The Seller will take no action to cause any Receivable transferred by it to the Trust (i) not to be classified as an account or proceeds thereof (as defined in the UCC) or (ii) to be evidenced by any instrument (as defined in the UCC). (b) Security Interests. Except for the conveyances hereunder, the Seller will not sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist any Lien on any Receivable, whether now existing or hereafter created, or any interest therein; and the Seller shall defend the right, title and interest of the Trust in, to and under the Receivables, whether now existing or hereafter created, against all claims of third parties claiming through or under the Seller; provided, however, that nothing in this Section 2.06(b) shall prevent or be deemed to prohibit the Seller from suffering to exist upon any of the Receivables any Liens for taxes if such taxes shall not at the time be due and payable or if the Seller shall currently be contesting the validity thereof in good faith by appropriate proceedings and shall have set aside on its books adequate reserves with respect thereto. Notwithstanding the foregoing, nothing in this Section 2.06(b) shall be construed to prevent or be deemed to prohibit the transfer of the Seller Certificate and certain other rights of the Seller in accordance with the terms of this Agreement and any related Supplement. (c) Seller's Interest. Except for the conveyances hereunder, in connection with any transaction permitted by Section 7.02, the Seller shall not transfer, assign, exchange or otherwise convey or pledge, hypothecate or otherwise grant a security interest in the Seller's Interest represented by the Seller Certificate and any such attempted transfer, assignment, exchange, conveyance, pledge, hypothecation or grant shall be void. (d) Delivery of Collections or Recoveries. If the Seller receives Collections or Recoveries, the Seller shall deposit in the Collection Account all such Collections and Recoveries as soon as practicable after receipt thereof but in no event later than two Business Days after the date of receipt thereof by the Seller; provided, however that if such Collections or Recoveries relate to Canadian Receivables, the Seller shall deposit in the Canadian Collection Account all such Collections and Recoveries as soon as practicable after receipt thereof but in no event later than two Business Days after the date of receipt thereof by the Seller. (e) Notice of Liens. The Seller shall notify the Trustee, each Series Enhancer and each Series Representative entitled to such notice pursuant to the relevant Supplement promptly after becoming aware of any Lien on any Receivable other than the conveyances hereunder or Liens permitted under Section 2.07(b). (f) Separate Corporate Existence. The Seller shall: (i) Maintain in full effect its existence, rights and franchises as a corporation under the laws of the state of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and the Purchase Agreement and each other instrument or agreement necessary or appropriate 24

to proper administration hereof and permit and effectuate the transactions contemplated hereby. (ii) Maintain its own deposit account or accounts, separate from those of any Affiliate of the Seller, with commercial banking institutions. The funds of the Seller will not be diverted to any other Person or for other than the corporate use of the Seller, and, except as may be expressly permitted by this Agreement or the Purchase Agreement, the funds of the Seller shall not be commingled with those of any Affiliate of the Seller. (iii) Ensure that, to the extent that it shares the same officers or other employees as any of its stockholders or Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees.

to proper administration hereof and permit and effectuate the transactions contemplated hereby. (ii) Maintain its own deposit account or accounts, separate from those of any Affiliate of the Seller, with commercial banking institutions. The funds of the Seller will not be diverted to any other Person or for other than the corporate use of the Seller, and, except as may be expressly permitted by this Agreement or the Purchase Agreement, the funds of the Seller shall not be commingled with those of any Affiliate of the Seller. (iii) Ensure that, to the extent that it shares the same officers or other employees as any of its stockholders or Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (iv) Ensure that, to the extent that it jointly contracts with any of its stockholders or Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that Seller contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs. All material transactions between the Seller and any of its Affiliates shall be only on an arm's-length basis and shall receive the approval of the Seller's Board of Directors including at least two Independent Directors (defined below). (v) Maintain a principal executive and administrative office through which its business is conducted separate from those of its stockholders and Affiliates. To the extent that the Seller and any of its stockholders or Affiliates have offices in contiguous space, there shall be fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses. (vi) Conduct its affairs strictly in accordance with its Certificate of Incorporation and observe all necessary, appropriate and customary corporate formalities, including, but not limited to, holding all regular and special stockholders' and directors' meetings appropriate to authorize all corporate action, keeping separate and accurate minutes of such meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts including, but not limited to, payroll and intercompany transaction accounts. Regular stockholders' and directors' meetings shall be held at least annually. (vii) Ensure that its Board of Directors shall be elected independently from the Boards of Directors of its Affiliates and shall at all times include at least two Independent Directors (for purposes hereof, "Independent Director" shall mean any member of the Board of Directors of the Seller who (i) is in fact independent, (ii) does not have any direct financial interest or any material indirect financial interest in the 25

Seller, or in any Affiliate of the Seller, (iii) is not connected with the Seller or any Affiliate of the Seller as an officer, employee, promoter, underwriter, trustee, partner or person performing similar functions and (iv) is not, and has not been for a period of at least five (5) years, a director of any Affiliate of the Seller. (viii) Ensure that decisions with respect to its business and daily operations shall be independently made by the Seller (although the officer making any particular decision may also be an officer or director of an Affiliate of the Seller) and shall not be dictated by an Affiliate of the Seller. (ix) Act solely in its own corporate name and through its own authorized officers and agents, and no Affiliate of the Seller shall be appointed to act as agent of the Seller, except as expressly contemplated by this Agreement or the Purchase Agreement. (x) Ensure that no Affiliate of the Seller shall advance funds to the Seller, other than capital contributions from an Originator made to enable the Seller to pay the purchase price of Receivables or as is otherwise provided in the Purchase Agreement, and no Affiliate of the Seller will otherwise supply funds to, or guaranty debts of, the Seller.

Seller, or in any Affiliate of the Seller, (iii) is not connected with the Seller or any Affiliate of the Seller as an officer, employee, promoter, underwriter, trustee, partner or person performing similar functions and (iv) is not, and has not been for a period of at least five (5) years, a director of any Affiliate of the Seller. (viii) Ensure that decisions with respect to its business and daily operations shall be independently made by the Seller (although the officer making any particular decision may also be an officer or director of an Affiliate of the Seller) and shall not be dictated by an Affiliate of the Seller. (ix) Act solely in its own corporate name and through its own authorized officers and agents, and no Affiliate of the Seller shall be appointed to act as agent of the Seller, except as expressly contemplated by this Agreement or the Purchase Agreement. (x) Ensure that no Affiliate of the Seller shall advance funds to the Seller, other than capital contributions from an Originator made to enable the Seller to pay the purchase price of Receivables or as is otherwise provided in the Purchase Agreement, and no Affiliate of the Seller will otherwise supply funds to, or guaranty debts of, the Seller. (xi) Not enter into any guaranty, or otherwise become liable, with respect to any obligation of any Affiliate of the Seller other than with respect to Section 7.04. (xii) Ensure that any financial reports required of the Seller shall comply with generally accepted accounting principles and shall be issued separately from, but may be consolidated with, any reports prepared for any of its Affiliates. (g) Continuous Perfection. The Seller shall not change its name, identity or structure in any manner that might cause any financing or continuation statement filed pursuant to this Agreement to be misleading within the meaning of Section 9-402(7) of the UCC (or any other then applicable provision of the UCC) unless the Seller shall have delivered to the Trustee at least 30 days' prior written notice thereof and, no later than 30 days after making such change, shall have taken all action necessary or advisable to amend such financing statement or continuation statement so that it is not misleading. The Seller shall not change its chief executive office or change the location of its principal records concerning the Receivables, the Trust Assets or the Collections unless it has delivered to the Trustee at least 30 days' prior written notice of its intention to do so and has taken such action as is necessary or advisable to cause the interest of the Trustee in the Receivables and other Trust Assets to continue to be perfected with the priority required by this Agreement. (h) Compliance with Laws. The Seller shall comply with Requirements of Law applicable to Seller. (i) Information. The Seller shall provide to the Servicer, if the Servicer is not Mail-Well I Corporation, all information in its possession or control necessary to service the Receivables in accordance with this Agreement. (j) Activities of Seller. The Seller shall not engage in any business or activity of any kind or enter into any transaction or indenture, mortgage, instrument, agreement, contract, lease or 26

other undertaking which is not directly related to the transactions contemplated and authorized by this Agreement or the Purchase Agreement. (k) Indebtedness. The Seller shall not create, incur, assume or suffer to exist any Indebtedness or other liability whatsoever, except (i) obligations incurred or owing to the Trust under this Agreement or the Purchase Agreement or (ii) liabilities incident to the maintenance of its corporate existence in good standing and the ownership of the Receivables. (l) Guarantees. The Seller shall not become or remain liable, directly or contingently, in connection with any Indebtedness or other liability of any other Person, whether by guarantee, endorsement (other than endorsements of negotiable instruments for deposit or collection in the ordinary course of business), agreement to purchase or repurchase, agreement to supply or advance funds, or otherwise.

other undertaking which is not directly related to the transactions contemplated and authorized by this Agreement or the Purchase Agreement. (k) Indebtedness. The Seller shall not create, incur, assume or suffer to exist any Indebtedness or other liability whatsoever, except (i) obligations incurred or owing to the Trust under this Agreement or the Purchase Agreement or (ii) liabilities incident to the maintenance of its corporate existence in good standing and the ownership of the Receivables. (l) Guarantees. The Seller shall not become or remain liable, directly or contingently, in connection with any Indebtedness or other liability of any other Person, whether by guarantee, endorsement (other than endorsements of negotiable instruments for deposit or collection in the ordinary course of business), agreement to purchase or repurchase, agreement to supply or advance funds, or otherwise. (m) Distributions. Subject to minimum equity requirements in any Supplement, the Seller shall not declare or pay, directly or indirectly, any dividend or make any other distribution (whether in cash or other property) with respect to the profits, assets or capital of the Seller or any Person's interest therein, or purchase, redeem or otherwise acquire for value any of its capital stock now or hereafter outstanding, except that the Seller may make the purchases under the Purchase Agreement and so long as (i) there is no outstanding principal balance on the Subordinated Note, (ii) no Pay-Out Event has occurred and is continuing and no Pay-Out Event would occur as a result thereof or after giving effect thereto and (iii) such dividends are in compliance with all applicable law including the corporate law of the state of Seller's incorporation, and (iv) such dividends have been approved by all necessary and appropriate corporate action of the Seller, the Seller may declare and pay dividends on its capital stock. Section 2.07. Covenants of the Seller with Respect to the Purchase Agreement. The Seller, in its capacity as purchaser of the Receivables from the Originators pursuant to the Purchase Agreement, hereby covenants that the Seller will at all times enforce, except for immaterial breaches, the covenants and agreements of such Originators in the Purchase Agreement. The Seller further covenants that the Seller will not enter into any amendments to the Purchase Agreement unless each Series Representative shall consent and the Rating Agency Condition has been satisfied in each case. The Seller further covenants that the Seller will not approve any additional "Sellers" pursuant to Section 2.08 of the Purchase Agreement and will not enter into any waivers with respect to the Purchase Agreement unless each Series Representative shall consent in each case Section 2.08. Purchase Agreement. The Seller will not amend, waive or modify any provision of the Purchase Agreement or waive the occurrence of any "Event of Termination" under the Purchase Agreement, without in each case the prior written consent of the Liquidity Agent and the Series Representative. The Seller will perform all of its obligations under the Purchase Agreement in all material respects. 27

ARTICLE III Administration and Servicing of Receivables Section 3.01. Acceptance of Appointment and Other Matters Relating to the Servicer. (a) Mail-Well I Corporation agrees to act as the Servicer under this Agreement and the Certificateholders, by their acceptance of Certificates, consent to Mail-Well I Corporation acting as Servicer. (b) The Servicer shall service and administer the Receivables, shall collect payments due under the Receivables and shall charge off Receivables as uncollectible Receivables, all in accordance with its customary and usual servicing procedures for servicing receivables comparable to the Receivables and in accordance with the Credit and Collection Policy. Subject to the first sentence of this Section 3.01(b), the Servicer shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable. Subject to the first sentence of this Section 3.01(b), without limiting the generality of the foregoing, subject to Section 10.01, the Servicer is hereby authorized and empowered (i) to provide information to the Trustee to permit it to make

ARTICLE III Administration and Servicing of Receivables Section 3.01. Acceptance of Appointment and Other Matters Relating to the Servicer. (a) Mail-Well I Corporation agrees to act as the Servicer under this Agreement and the Certificateholders, by their acceptance of Certificates, consent to Mail-Well I Corporation acting as Servicer. (b) The Servicer shall service and administer the Receivables, shall collect payments due under the Receivables and shall charge off Receivables as uncollectible Receivables, all in accordance with its customary and usual servicing procedures for servicing receivables comparable to the Receivables and in accordance with the Credit and Collection Policy. Subject to the first sentence of this Section 3.01(b), the Servicer shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable. Subject to the first sentence of this Section 3.01(b), without limiting the generality of the foregoing, subject to Section 10.01, the Servicer is hereby authorized and empowered (i) to provide information to the Trustee to permit it to make withdrawals and payments from the Collection Account, the Canadian Collection Account and any Series Account, as set forth in this Agreement or any Supplement, and (ii) to take any action required or permitted under any Series Enhancement, as set forth in this Agreement or any Supplement. Without limiting the generality of the foregoing and subject to Section 10.01, the Servicer is hereby authorized and empowered to make any filings, reports, notices, applications and registrations with, and to seek any consents or authorizations from, the Commission and any state securities authority on behalf of the Trust as may be necessary or advisable to comply with any Federal or state securities laws or reporting requirements. The Trustee shall furnish the Servicer with any powers of attorney or other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. (c) The Servicer shall not be obligated to use separate servicing procedures, offices, employees or accounts for servicing the Receivables from the procedures, offices, employees and accounts used by the Servicer in connection with servicing other receivables. Section 3.02. Servicing Compensation. (a) As full compensation for its servicing activities hereunder and as reimbursement for any expense incurred by it in connection therewith, the Servicer shall be entitled to receive a servicing fee (the "Servicing Fee") payable solely from Collections from Receivables with respect to each Monthly Period, payable monthly on the related Distribution Date, in an amount equal to one-twelfth of the product of (a) the weighted average of the Servicing Fee Rates with respect to each outstanding Series (based upon the Servicing Fee Rate for each Series and the Invested Amount (or such other amount as specified in the related Supplement) of such Series, in each case as of the last day of the prior Monthly Period) and (b) the amount of the Invested Amount on the last day of the prior Monthly Period. The share of the Servicing Fee allocable to the Certificateholders' Interest of a particular Series with respect to any Monthly Period (the "Monthly Servicing Fee") will be determined in accordance with the relevant Supplement. The portion of the Servicing Fee with respect to any Monthly Period not so allocated to the Certificateholders' Interest of a particular Series shall be paid by the Holder of the Seller Certificate on the related Distribution Date and in no event shall the Trust, the Trustee, the Investor Certificateholders of any 28

Series or any Series Enhancer be liable for the share of the Servicing Fee with respect to any Monthly Period to be paid by the Holder of the Seller Certificate. (b) The Servicer's expenses include the reasonable fees and disbursements of independent accountants and all other expenses incurred by the Servicer in connection with its activities hereunder; provided that the Servicer shall not be liable for any liabilities, costs or expenses of the Trust or the Certificateholders arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith). The Servicer shall be required to pay such expenses for its own account and shall not be entitled to any payment therefor other than the Monthly Servicing Fee.

Series or any Series Enhancer be liable for the share of the Servicing Fee with respect to any Monthly Period to be paid by the Holder of the Seller Certificate. (b) The Servicer's expenses include the reasonable fees and disbursements of independent accountants and all other expenses incurred by the Servicer in connection with its activities hereunder; provided that the Servicer shall not be liable for any liabilities, costs or expenses of the Trust or the Certificateholders arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith). The Servicer shall be required to pay such expenses for its own account and shall not be entitled to any payment therefor other than the Monthly Servicing Fee. Section 3.03. Representations, Warranties and Covenants of the Servicer. (a) Mail-Well I Corporation, as initial Servicer, hereby makes, and any Successor Servicer by its appointment hereunder shall make, on each Closing Date (and on the date of any such appointment), the following representations, warranties and covenants to the Trust (and agrees that the Trustee may rely on each such representation, warranty and covenant in accepting the Receivables in trust and in authenticating the Certificates): (i) Organization and Good Standing. The Servicer is a corporation (or with respect to such Successor Servicer, such other corporate entity as may be applicable) duly organized, validly existing and in good standing under the laws of its state of incorporation (or, in the case of a national banking association, in good standing under applicable federal law), and has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Agreement and each Supplement and to own its properties and conduct its business as such properties are presently owned and as such business is presently conducted. (ii) Due Qualification. The Servicer is duly qualified to do business and is in good standing as a foreign corporation (or is exempt from such requirements), and has obtained all necessary licenses and approvals in each jurisdiction in the United States necessary for the conduct of its business of which the failure to obtain could reasonably be expected to affect the Servicer's ability to perform its obligations under this Agreement. (iii) Due Authorization. The execution, delivery, and performance of this Agreement and each Supplement have been duly authorized by the Servicer by all necessary corporate action on the part of the Servicer. (iv) Binding Obligation. This Agreement and each Supplement has been, in the case of Mail-Well I Corporation, duly executed and constitutes a legal, valid and binding obligation of the Servicer, enforceable in accordance with its terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium, or similar law affecting creditors' rights generally and by general principles of equity. (v) No Violation. The execution and delivery of this Agreement and each Supplement by the Servicer, the performance of the transactions contemplated by this Agreement and each Supplement and the fulfillment of the terms hereof and thereof 29

applicable to the Servicer, will (i) not conflict with, violate, result in any breach of any of the material terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under, any Requirement of Law applicable to the Servicer or any indenture, contract, agreement, mortgage, deed of trust or other instrument to which the Servicer is a party or by which it or any of its properties are bound and (ii) do not result in or require the creation of any Lien, security interest or other charge or encumbrance upon or with respect to any of its properties (except for the interest created pursuant to this Agreement.) (vi) No Proceedings. There are no proceedings or investigations pending or, to the best knowledge of the Servicer, threatened against the Servicer before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality seeking to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated by this Agreement or any Supplement, seeking any determination or ruling that, in the reasonable judgment of the Servicer, would materially and adversely affect the performance by the Servicer of its obligations under this Agreement or any Supplement, or seeking any determination or ruling that would materially and adversely affect the validity or enforceability of this Agreement or any Supplement. Neither

applicable to the Servicer, will (i) not conflict with, violate, result in any breach of any of the material terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under, any Requirement of Law applicable to the Servicer or any indenture, contract, agreement, mortgage, deed of trust or other instrument to which the Servicer is a party or by which it or any of its properties are bound and (ii) do not result in or require the creation of any Lien, security interest or other charge or encumbrance upon or with respect to any of its properties (except for the interest created pursuant to this Agreement.) (vi) No Proceedings. There are no proceedings or investigations pending or, to the best knowledge of the Servicer, threatened against the Servicer before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality seeking to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated by this Agreement or any Supplement, seeking any determination or ruling that, in the reasonable judgment of the Servicer, would materially and adversely affect the performance by the Servicer of its obligations under this Agreement or any Supplement, or seeking any determination or ruling that would materially and adversely affect the validity or enforceability of this Agreement or any Supplement. Neither the Servicer nor any Affiliate thereof is in default with respect to any order of any court, arbitration or Governmental Authority except for defaults with respect to orders of Governmental Authority which defaults are not material to the business or operations of the Servicer and its Affiliates, taken as a whole. (vii) Compliance with Requirements of Law. The Servicer shall duly satisfy all obligations on its part to be fulfilled under or in connection with the Receivables, will maintain in effect all qualifications required under Requirements of Law in order to properly service the Receivables and will comply in all material respects with all other Requirements of Law in connection with servicing the Receivables. (viii) No Rescission or Cancellation. The Servicer shall not permit any rescission or cancellation of a Receivable except as ordered by a court of competent jurisdiction or other Governmental Authority or in the ordinary course of its business and in accordance with the Credit and Collection Policy. (ix) Protection of Certificateholders' Rights. The Servicer shall take no action which, nor omit to take any action the omission of which, would materially impair the rights of Certificateholders in any Receivable, nor shall it, except in the ordinary course of its business and in accordance with the Credit and Collection Policy, reschedule, revise or defer Collections due on the Receivables. (x) Receivables Not to be Evidenced by Promissory Notes. Except in connection with its enforcement or collection of a Receivable, the Servicer will take no action to cause any Receivable to be evidenced by any instrument (as such term is defined in the UCC). (xi) All Consents Required. All approvals, authorizations, consents, orders or other actions of any Person or of any governmental body or official required in connection with the execution and delivery by the Servicer of this Agreement and each Supplement, the performance by the Servicer of the transactions contemplated by this 30

Agreement and each Supplement and the fulfillment by the Servicer of the terms hereof and thereof, have been obtained. (xii) Maintenance of Records and Books of Account. The Servicer shall maintain and implement administrative and operating procedures (including the ability to recreate records evidencing the Receivables in the event of the destruction of the originals thereof), and keep and maintain all documents, books, computer records and other information, reasonably necessary or advisable for the collection of all the Receivables. Such documents, books and computer records shall reflect all facts giving rise to the Receivables, all payments and credits with respect thereto, and such documents, books and computer records shall indicate the interests of the Trust in the Receivables. (xiii) Financial Statements. The consolidated balance sheet of the Servicer as at December 31, 1995, and the related consolidated statements of income and retained earnings of the Servicer for the fiscal year then ended, copies of which have been furnished to the Trustee, the Series Representative and the Liquidity Agent, fairly present the consolidated financial condition of the Servicer as at such date and the consolidated results of the

Agreement and each Supplement and the fulfillment by the Servicer of the terms hereof and thereof, have been obtained. (xii) Maintenance of Records and Books of Account. The Servicer shall maintain and implement administrative and operating procedures (including the ability to recreate records evidencing the Receivables in the event of the destruction of the originals thereof), and keep and maintain all documents, books, computer records and other information, reasonably necessary or advisable for the collection of all the Receivables. Such documents, books and computer records shall reflect all facts giving rise to the Receivables, all payments and credits with respect thereto, and such documents, books and computer records shall indicate the interests of the Trust in the Receivables. (xiii) Financial Statements. The consolidated balance sheet of the Servicer as at December 31, 1995, and the related consolidated statements of income and retained earnings of the Servicer for the fiscal year then ended, copies of which have been furnished to the Trustee, the Series Representative and the Liquidity Agent, fairly present the consolidated financial condition of the Servicer as at such date and the consolidated results of the operations of the Servicer for the period ended on such date, all in accordance with generally accepted accounting principles consistently applied, and since December 31, 1995 there has been no material adverse change in the business, operations, property or financial condition of the Servicer. The opening pro forma balance sheet of the Seller as at November 15, 1996, giving effect to the initial purchase to be made under this Agreement, a copy of which has been furnished to the Trustee, the Series Representative and the Liquidity Agent, fairly presents the financial condition of the Seller as at such date, in accordance with generally accepted accounting principles. (b) For purposes of the representations and warranties set forth in this Section 3.03, each reference to a Supplement shall be deemed to refer only to those Supplements in effect as of the relevant Closing Date or the date of appointment of a Successor Servicer, as applicable. Section 3.04. Servicer Reports to the Trustee. (a) Daily Reports. On each Business Day, the Servicer shall prepare and forward to the Trustee and each Series Representative by facsimile a report in the form of Exhibit B1 hereto (the "Daily Report"). (b) Weekly Reports. On the 4th Business Day of each calendar week, the Servicer shall prepare and forward to the Trustee and each Series Representative by facsimile a report in the form of Exhibit B-2 hereto (the "Weekly Report"). (c) Monthly Settlement Report. Unless otherwise stated in the Supplement related to any Series, on each date set forth on Schedule 3 hereto, and upon the monthly dates thereafter agreed upon by the Servicer and the Liquidity Agent and each Series Representative, the Servicer shall forward to the Trustee, the Paying Agent, each Rating Agency, each Series Enhancer and each Series Representative entitled thereto pursuant to the relevant Supplement a certificate of a Servicing Officer in the form of Exhibit C (the "Monthly Settlement Report"). Section 3.05. Annual Certificate of Servicer. The Servicer shall deliver to the Trustee, each Rating Agency, each Series Enhancer and each Series Representative entitled thereto 31

pursuant to the relevant Supplement, on or before January 31 of each calendar year, beginning with the January 31, 1997, an Officer's Certificate (with appropriate insertions) substantially in the form of Exhibit D. Section 3.06. Semi-Annual Agreed-Upon Procedures Report of Independent Public Accountants; Copies of Reports Available. On the date hereof and on or before May 1 and November 1 of each calendar year thereafter, or, if the Liquidity Agent and the Series Representative so consent, on one such date during each calendar year, the Servicer shall cause at its expense a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Seller) to furnish a report in the form of Exhibit F hereto (addressed to the Liquidity Agent, the Series Representative, and the Servicer) to the Trustee, the Servicer and each Rating Agency (a) to the effect that they have applied certain procedures with the Servicer and examined certain documents relating to the servicing of Receivables under this Agreement and each

pursuant to the relevant Supplement, on or before January 31 of each calendar year, beginning with the January 31, 1997, an Officer's Certificate (with appropriate insertions) substantially in the form of Exhibit D. Section 3.06. Semi-Annual Agreed-Upon Procedures Report of Independent Public Accountants; Copies of Reports Available. On the date hereof and on or before May 1 and November 1 of each calendar year thereafter, or, if the Liquidity Agent and the Series Representative so consent, on one such date during each calendar year, the Servicer shall cause at its expense a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Seller) to furnish a report in the form of Exhibit F hereto (addressed to the Liquidity Agent, the Series Representative, and the Servicer) to the Trustee, the Servicer and each Rating Agency (a) to the effect that they have applied certain procedures with the Servicer and examined certain documents relating to the servicing of Receivables under this Agreement and each Supplement and that, on the basis of such agreed upon procedures, nothing has come to the attention of such accountants that caused them to believe that the servicing (including the allocation of Collections) has not been conducted in compliance with the terms and conditions set forth in Article III and Article IV and Section 8.08 of this Agreement and the applicable provisions of each Supplement, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such statement, (b) to the effect that they have applied certain procedures agreed upon with the Servicer to compare the mathematical calculations of certain amounts set forth in the Servicer's Certificates delivered pursuant to Section 3.04(b) during the period covered by such report with the Servicer's computer reports which were the source of such amounts and that on the basis of such agreed upon procedures and comparison, such accountants are of the opinion that such amounts are in agreement, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such statement and (c) to the effect that they have applied certain procedures agreed upon with the Servicer to determine compliance by the Seller with Section 2.06(f), and on the basis of such agreed upon procedures, nothing has come to the attention of the accountants that caused them to believe that the Seller was not in compliance with Section 2.06(f), except for such exceptions they believe to be immaterial and such other exceptions as shall be set forth in such statement. A copy of such report shall be delivered to each Series Enhancer and each Series Representative entitled thereto pursuant to the relevant Supplement. A copy of each certificate and report provided pursuant to Section 3.04(b), 3.05 or 3.06 may be obtained by any Investor Certificateholder or Certificate Owner by a request to the Trustee addressed to the Corporate Trust Office. Section 3.07. Tax Treatment. The Seller has entered into this Agreement, and the Certificates will be issued with the intention that, for Federal, state and local income and franchise tax purposes, the Investor Certificates (except Seller Retained Certificates which are held by the Seller) of each Series will qualify as debt secured by the Receivables. The Seller, by entering into this Agreement, each Certificateholder, by the acceptance of its Certificate (and each Certificate Owner, by its acceptance of an interest in the applicable Certificate), agree to treat such Investor Certificates for Federal, state and local income and franchise tax purposes as debt. Each Holder of such Investor Certificate agrees that it will cause any Certificate Owner acquiring an interest in a Certificate through it to comply with this Agreement as to treatment as debt under applicable tax law, as described in this Section 3.07. Furthermore, subject to Section 11.11, the Trustee shall treat the Trust as a security device only, and shall not file tax returns or obtain an employer identification number on behalf of the Trust. Section 3.08. Notices to Mail-Well I Corporation. If neither Mail-Well I Corporation nor one of its Affiliates is acting as Servicer, any Successor Servicer shall deliver to Mail-Well I 32

Corporation each certificate and report required to be provided thereafter pursuant to Section 3.04(b), 3.05 or 3.06. Section 3.09. Adjustments. (a) If the Servicer adjusts downward the amount of any Receivable (i) because of a rebate, refund, adjustment, unauthorized charge or billing error to an Obligor, (ii) because such Receivable was created in respect of merchandise which was refused or returned by an Obligor, or (iii) if the Servicer otherwise adjusts downward the amount of any Receivable without receiving Collections therefor or charging off such amount as uncollectible, then, in any such case, the amount of Receivables used to calculate the Seller Amount, the Seller's Interest, the Floating Allocation Percentage applicable to any Series will be reduced by the amount of

Corporation each certificate and report required to be provided thereafter pursuant to Section 3.04(b), 3.05 or 3.06. Section 3.09. Adjustments. (a) If the Servicer adjusts downward the amount of any Receivable (i) because of a rebate, refund, adjustment, unauthorized charge or billing error to an Obligor, (ii) because such Receivable was created in respect of merchandise which was refused or returned by an Obligor, or (iii) if the Servicer otherwise adjusts downward the amount of any Receivable without receiving Collections therefor or charging off such amount as uncollectible, then, in any such case, the amount of Receivables used to calculate the Seller Amount, the Seller's Interest, the Floating Allocation Percentage applicable to any Series will be reduced by the amount of the adjustment. Any reduction required pursuant to the preceding sentence shall be made no later than the next Business Day following the downward adjustment of the applicable Receivable. (b) If (i) the Servicer makes a deposit into the Collection Account in respect of a Collection of a Receivable and such Collection was received by the Servicer in the form of a check which is not honored for any reason or (ii) the Servicer makes a mistake with respect to the amount of any Collection and deposits an amount that is less than or more than the actual amount of such Collection, the Servicer shall appropriately adjust the amount subsequently deposited into the Collection Account to reflect such dishonored check or mistake. If (i) the Servicer makes a deposit into the Canadian Collection Account in respect of a Collection of a Canadian Receivable and such Collection was received by the Servicer in the form of a check which is not honored for any reason or (ii) the Servicer makes a mistake with respect to the amount of any Collection and deposits an amount that is less than or more than the actual amount of such Collection, the Servicer shall appropriately adjust the amount subsequently deposited into the Canadian Collection Account to reflect such dishonored check or mistake. Any Receivable in respect of which a dishonored check is received shall be deemed not to have been paid. Notwithstanding the first three sentences of this paragraph, any adjustments made pursuant to this paragraph will be reflected in a current report but will not change any amount of Collections previously reported pursuant to subsection 3.04(b). ARTICLE IV Rights of Certificateholders and Allocation and Application of Collections Section 4.01. Rights of Certificateholders. The Investor Certificates shall represent fractional undivided interests in the Trust, which, with respect to each Series, shall consist of the right to receive, to the extent necessary to make the required payments with respect to the Investor Certificates of such Series at the times and in the amounts specified in the related Supplement, the portion of Collections allocable to Investor Certificateholders of such Series pursuant to this Agreement and such Supplement, funds on deposit in the Collection Account and the Canadian Collection Account allocable to Certificateholders of such Series pursuant to this Agreement and such Supplement, funds on deposit in any related Series Account and funds available pursuant to any related Series Enhancement (collectively, with respect to all Series, the "Certificateholders' Interest"), it being understood that, unless otherwise specified in the Supplement with respect to such Series, the Investor Certificates of any Series or Class shall not represent any interest in any Series Account or Series Enhancement for the benefit of any other Series or Class. The Seller Certificate shall represent the ownership interest in the Trust Assets not allocated pursuant to this Agreement or any Supplement to the Certificateholders' Interest, including the right to receive Collections with respect to the 33 Receivables and other amounts at the times and in the amounts specified in this Agreement or any Supplement to be paid to the Seller on behalf of the Holder of the Seller Certificate (the "Seller's Interest"); provided, however, that the Seller Certificate shall not represent any interest in the Lockboxes, the Lockbox Accounts, the Concentration Account, the Collection Account, the Canadian Accounts, the Canadian Collection Account, any Series Account or any Series Enhancement, except as specifically provided in this Agreement or any Supplement. Section 4.02. Establishment of Lockboxes, Lockbox Accounts, the Concentration Account, the Collection Account, the Canadian Accounts, the Canadian Collection Account and Special Funding Account. (a)(i) The Servicer has instructed all existing Obligors, and will instruct all future Obligors, to make payments in respect of Receivables only (A) by check or

Receivables and other amounts at the times and in the amounts specified in this Agreement or any Supplement to be paid to the Seller on behalf of the Holder of the Seller Certificate (the "Seller's Interest"); provided, however, that the Seller Certificate shall not represent any interest in the Lockboxes, the Lockbox Accounts, the Concentration Account, the Collection Account, the Canadian Accounts, the Canadian Collection Account, any Series Account or any Series Enhancement, except as specifically provided in this Agreement or any Supplement. Section 4.02. Establishment of Lockboxes, Lockbox Accounts, the Concentration Account, the Collection Account, the Canadian Accounts, the Canadian Collection Account and Special Funding Account. (a)(i) The Servicer has instructed all existing Obligors, and will instruct all future Obligors, to make payments in respect of Receivables only (A) by check or money order mailed to one or more lockboxes or post office boxes under the control of the Trustee (each such box being a "Lockbox" and collectively, the "Lockboxes"), (B) by wire transfer, ACH transfer or moneygram directly to the applicable Lockbox Account or, (C) in the case of Obligors making payments denominated in Canadian Dollars in respect of Canadian Receivables, to a Canadian Account. The Servicer shall endorse, to the extent necessary, all checks or other instruments received in any Lockbox so that the same can be deposited in such Lockbox Account, in the form so received (with all necessary endorsements), and the Servicer shall deposit the same in such Lockbox Account on the Business Day on which such check or other instruments are received. (ii) The Servicer, for the benefit of the Certificateholders, shall establish and maintain in the name of the Seller, Eligible Deposit Accounts bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trust (each such account being a "Lockbox Account and collectively the "Lockbox Accounts"). The Trustee shall possess a security interest in the Seller's right, title and interest in all funds on deposit from time to time in the Lockbox Accounts and in all proceeds thereof for the benefit of the Certificateholders. The Lockbox Accounts shall be under the sole dominion and control of the Trustee for the benefit of the Certificateholders. The Servicer hereby grants a first priority security interest in and to the Lockbox Accounts and all amounts now or hereafter deposited therein or evidenced thereby. The Servicer agrees that it shall have no right of set-off or banker's lien against, and no right to otherwise deduct from, any funds held in the Lockbox Accounts for any amount owed to it by the Trustee, the Trust, any Certificateholder or any Series Enhancer. If, at any time, any Lockbox Account ceases to be an Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall, within 10 Business Days after notice from the Servicer or any Series Representative, establish a new Lockbox Account meeting the conditions specified above, transfer any cash or any investments in the old Lockbox Account to such new Lockbox Account and from the date such new Lockbox Account is established, it shall be a "Lockbox Account". The Servicer shall irrevocably instruct each bank at which a Lockbox Account is held, to transfer, by 12:00 noon (New York City time) on each Business Day, all amounts in such Lockbox Account to the Concentration Account. (b) The Servicer, for the benefit of the Certificateholders, shall establish and maintain at Norwest Bank Colorado, National Association in the name of the Seller, an Eligible Deposit Account bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders (the "Concentration Account"). The Trustee shall possess a security interest in the Seller's right, title and interest in all funds on deposit from time to time in the Concentration Account and in all proceeds thereof for the benefit of the Certificateholders. The Concentration 34

Account shall be under the sole dominion and control of the Trustee for the benefit of the Certificateholders. The Servicer hereby grants a first priority security interest in and to the Concentration Account and all amounts now or hereafter deposited therein or evidenced thereby. The Servicer agrees that it shall have no right of set-off or banker's lien against, and no right to otherwise deduct from, any funds held in the Concentration Account for any amount owed to it by the Trustee, the Trust, any Certificateholder or any Series Enhancer. If, at any time, the Concentration Account ceases to be an Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall, within 10 Business Days after notice from the Servicer or any Series Representative, establish a new Concentration Account meeting the conditions specified above, transfer any cash or any investments to such new Concentration Account and from the date such new Concentration Account is established, it shall be the "Concentration Account". The Servicer shall irrevocably instruct the bank at which the Concentration Account is held, to transfer, by 12:00 noon (New York City time) on each Business Day, all amounts in the Concentration Account to the Collection Account. (c) The Servicer, for the benefit of the Certificateholders, shall establish and maintain in the name of the Trustee, on behalf of the Trust, an Eligible Deposit Account bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders (including all Collection Subaccounts therein, the "Collection Account"). The Supplement for a Series may require the Trustee to establish and maintain, for administrative purposes only, subaccounts of the Collection Account for the benefit of the Certificateholders of such Series (such subaccounts the "Collection Subaccounts"). The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Collection Account and in all proceeds thereof for the benefit of the Certificateholders. The Collection Account shall be under the sole dominion and control of the Trustee for the benefit of the Certificateholders. The Servicer hereby grants a first priority security interest in and to the Collection Account and all amounts now or hereafter deposited therein or evidenced thereby. The Servicer agrees that it shall have no right of set-off or banker's lien against, and no right to otherwise deduct from, any funds held in the Collection Account for any amount owed to it by the Trustee, the Trust, any Certificateholder or any Series Enhancer. If at any time the Collection Account ceases to be an Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall within 10 Business Days establish a new Collection Account meeting the conditions specified above, transfer any cash or any investments to such new Collection Account and from the date such new Collection Account is established, it shall be the "Collection Account". (d) So long as no Pay-Out Event has occurred and is continuing, funds on deposit in the Collection Account shall at the direction of the Servicer be invested by the Trustee in Eligible Investments selected by the Servicer. All such Eligible Investments shall be held by the Trustee for the benefit of the Certificateholders. The Trustee shall maintain for the benefit of the Certificateholders possession of the negotiable instruments or securities, if any, evidencing such Eligible Investments. Funds representing Collections collected during any Monthly Period shall be invested in Eligible Investments that will mature so that all funds will be available at the close of business on the Transfer Date following such Monthly Period. No Eligible Investment shall be disposed of prior to its maturity; provided, however, that, at any time when a Payout Event has not occurred or is not continuing, the Trustee may sell, liquidate or dispose of an Eligible Investment before its maturity, if so directed by the Servicer, the Servicer having reasonably determined that the interests of the Investor Certificateholders may be adversely affected if such Eligible Investment is held to its maturity and; provided, further, that, at any time when a Payout Event has occurred and is continuing, the Trustee may sell, liquidate or dispose of an Eligible Investment before its maturity, if so directed by the Series Representative and Liquidity Agent. On each Distribution Date, all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Collection Account shall be treated as Collections 35

of Receivables with respect to the last day of the related Monthly Period, except as otherwise specified in any Supplement. For purposes of determining the availability of funds or the balances in the Collection Account for any reason under this Agreement, all investment earnings net of investment expenses and losses on such funds shall be deemed not to be available or on deposit. (e) The Servicer, for the benefit of the Certificateholders, shall establish and maintain in the name of the Seller, Eligible Deposit Accounts bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trust (each such account being a "Canadian Account and collectively the "Canadian Accounts"). The Trustee shall possess a security interest in the Seller's right, title and interest in all funds on deposit from time to time in the Canadian Accounts and in all proceeds thereof for the benefit of the Certificateholders. The

of Receivables with respect to the last day of the related Monthly Period, except as otherwise specified in any Supplement. For purposes of determining the availability of funds or the balances in the Collection Account for any reason under this Agreement, all investment earnings net of investment expenses and losses on such funds shall be deemed not to be available or on deposit. (e) The Servicer, for the benefit of the Certificateholders, shall establish and maintain in the name of the Seller, Eligible Deposit Accounts bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trust (each such account being a "Canadian Account and collectively the "Canadian Accounts"). The Trustee shall possess a security interest in the Seller's right, title and interest in all funds on deposit from time to time in the Canadian Accounts and in all proceeds thereof for the benefit of the Certificateholders. The Canadian Accounts shall be under the sole dominion and control of the Trustee for the benefit of the Certificateholders. The Servicer hereby grants a first priority security interest in and to the Concentration Accounts and all amounts now or hereafter deposited therein or evidenced thereby. The Servicer agrees that it shall have no right of set-off or banker's lien against, and no right to otherwise deduct from, any funds held in the Canadian Accounts for any amount owed to it by the Trustee, the Trust, any Certificateholder or any Series Enhancer. If, at any time, any Canadian Account ceases to be an Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall, within 10 Business Days after notice from the Servicer or any Series Representative, establish a new Canadian Account meeting the conditions specified above, transfer any cash or any investments in the old Canadian Account to such new Canadian Account and from the date such new Canadian Account is established, it shall be a "Canadian Account". The Servicer shall irrevocably instruct each bank at which a Canadian Account is held, to transfer, by 12:00 noon (New York City time) on each Business Day, all amounts in such Canadian Account to the Canadian Collection Account. (f) The Servicer, for the benefit of the Certificateholders, shall establish and maintain in the name of the Trustee, on behalf of the Trust, an Eligible Deposit Account bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders (including all Canadian Collection Subaccounts therein, the "Canadian Collection Account"). The Supplement for a Series may require the Trustee to establish and maintain, for administrative purposes only, subaccounts of the Canadian Collection Account for the benefit of the Certificateholders of such Series (such subaccounts the "Canadian Collection Subaccounts"). The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Canadian Collection Account and in all proceeds thereof for the benefit of the Certificateholders. The Canadian Collection Account shall be under the sole dominion and control of the Trustee for the benefit of the Certificateholders. The Servicer hereby grants a first priority security interest in and to the Canadian Collection Account and all amounts now or hereafter deposited therein or evidenced thereby. The Servicer agrees that it shall have no right of set- off or banker's lien against, and no right to otherwise deduct from, any funds held in the Canadian Collection Account for any amount owed to it by the Trustee, the Trust, any Certificateholder or any Series Enhancer. If at any time the Canadian Collection Account ceases to be an Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall within 10 Business Days establish a new Canadian Collection Account meeting the conditions specified above, transfer any cash or any investments to such new Collection Account and from the date such new Collection Account is established, it shall be the "Canadian Collection Account". (g) So long as no Pay-Out Event has occurred and is continuing, funds on deposit in the Canadian Collection Account shall at the direction of the Servicer be invested by the Trustee in Eligible Investments selected by the Servicer. All such Eligible Investments shall be held by the Trustee for the benefit of the Certificateholders. The Trustee shall maintain for the benefit of the 36 Certificateholders possession of the negotiable instruments or securities, if any, evidencing such Eligible Investments. Funds representing Collections collected during any Monthly Period shall be invested in Eligible Investments that will mature so that all funds will be available at the close of business on the Transfer Date following such Monthly Period. No Eligible Investment shall be disposed of prior to its maturity; provided, however, that, at amy time when a Payout Event has not occurred or is not continuing, the Trustee may sell, liquidate or dispose of an Eligible Investment before its maturity, if so directed by the Servicer, the Servicer having reasonably determined that the interests of the Investor Certificateholders may be adversely affected if such Eligible Investment is held to its maturity and; provided, further, that, at any time when a Payout Event has occurred and is continuing, the Trustee may sell, liquidate or dispose of an Eligible Investment before its maturity, if so directed by the Series Representative and Liquidity Agent. On each Distribution Date, all interest and other

Certificateholders possession of the negotiable instruments or securities, if any, evidencing such Eligible Investments. Funds representing Collections collected during any Monthly Period shall be invested in Eligible Investments that will mature so that all funds will be available at the close of business on the Transfer Date following such Monthly Period. No Eligible Investment shall be disposed of prior to its maturity; provided, however, that, at amy time when a Payout Event has not occurred or is not continuing, the Trustee may sell, liquidate or dispose of an Eligible Investment before its maturity, if so directed by the Servicer, the Servicer having reasonably determined that the interests of the Investor Certificateholders may be adversely affected if such Eligible Investment is held to its maturity and; provided, further, that, at any time when a Payout Event has occurred and is continuing, the Trustee may sell, liquidate or dispose of an Eligible Investment before its maturity, if so directed by the Series Representative and Liquidity Agent. On each Distribution Date, all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Canadian Collection Account shall be treated as Collections of Receivables with respect to the last day of the related Monthly Period, except as otherwise specified in any Supplement. For purposes of determining the availability of funds or the balances in the Canadian Collection Account for any reason under this Agreement, all investment earnings net of investment expenses and losses on such funds shall be deemed not to be available or on deposit. (h) The Servicer, for the benefit of the Certificateholders, shall establish and maintain in the name of the Trustee, on behalf of the Trust, an Eligible Deposit Account bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders (the "Special Funding Account"). The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Special Funding Account and in all proceeds thereof for the benefit of the Certificateholders. The Special Funding Account shall be under the sole dominion and control of the Trustee for the benefit of the Certificateholders. The Servicer hereby grants a first priority security interest in and to the Special Funding Account and all amounts now or hereafter deposited therein or evidenced thereby. The Servicer agrees that it shall have no right of set-off or banker's lien against, and no right to otherwise deduct from, any funds held in the Special Funding Account for any amount owed to it by the Trustee, the Trust, any Certificateholder or any Series Enhancer. If, at any time, the Special Funding Account ceases to be an Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall within 10 Business Days establish a new Special Funding Account meeting the conditions specified above, transfer any cash or any investments to such new Special Funding Account and from the date such new Special Funding Account is established, it shall be the "Special Funding Account". (i) So long as no Pay-Out Event has occurred and is continuing, funds on deposit in the Special Funding Account shall at the direction of the Servicer be invested by the Trustee in Eligible Investments selected by the Servicer. All such Eligible Investments shall be held by the Trustee for the benefit of the Certificateholders. The Trustee shall maintain for the benefit of the Certificateholders possession of the negotiable instruments or securities, if any, evidencing such Eligible Investments. Funds deposited in the Special Funding Account on any date during a Monthly Period will be invested in Eligible Investments that will mature no later than the close of business on the Transfer Date following such Monthly Period. No Eligible Investment shall be disposed of prior to its maturity; provided, however, that, at any time when a Payout Event has not occurred or is not continuing, the Trustee may sell, liquidate or dispose of an Eligible Investment before its maturity, if so directed by the Servicer, the Servicer having reasonably determined that the interests of the Investor Certificateholders may be adversely affected if such Eligible Investment is held to its maturity and; provided, further, that, at any time when a Payout Event has occurred and is continuing, the Trustee may sell, liquidate or dispose of an Eligible Investment before its maturity, if so directed by the Series 37 Representative and Liquidity Agent. Unless directed by the Servicer, funds deposited in the Special Funding Account on a Transfer Date with respect to the next following Distribution Date are not required to be invested overnight. On each Distribution Date, all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Special Funding Account shall be treated as Collections of Receivables with respect to the last day of the related Monthly Period except as otherwise specified in the related Supplement. Unless otherwise directed by the Servicer, (i) on each Distribution Date on which no Series is in an Accumulation Period or an Amortization Period, funds on deposit in the Special Funding Account will be withdrawn and paid to the Holder of the Seller Certificate to the extent that the Seller Amount exceeds the Minimum Balance on such date, and (ii) on each "Purchase Date" (as defined in the Purchase Agreement) on which no Series is in an Accumulation Period or an Amortization Period, funds on deposit in the Special Funding Account will be withdrawn and paid to the Seller, to be applied to the "Purchase Price" of the Receivables to be purchased on such date pursuant to the Purchase Agreement; provided, however, amounts may be withdrawn from the Special

Representative and Liquidity Agent. Unless directed by the Servicer, funds deposited in the Special Funding Account on a Transfer Date with respect to the next following Distribution Date are not required to be invested overnight. On each Distribution Date, all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Special Funding Account shall be treated as Collections of Receivables with respect to the last day of the related Monthly Period except as otherwise specified in the related Supplement. Unless otherwise directed by the Servicer, (i) on each Distribution Date on which no Series is in an Accumulation Period or an Amortization Period, funds on deposit in the Special Funding Account will be withdrawn and paid to the Holder of the Seller Certificate to the extent that the Seller Amount exceeds the Minimum Balance on such date, and (ii) on each "Purchase Date" (as defined in the Purchase Agreement) on which no Series is in an Accumulation Period or an Amortization Period, funds on deposit in the Special Funding Account will be withdrawn and paid to the Seller, to be applied to the "Purchase Price" of the Receivables to be purchased on such date pursuant to the Purchase Agreement; provided, however, amounts may be withdrawn from the Special Funding Account on any Purchase Date pursuant to this clause (ii) only if, and to the extent that, such withdrawal will not result in a Payout Event (after giving effect to all Receivables to be transferred to the Trust on such date). For purposes of determining the availability of funds or the balances in the Special Funding Account for any reason under this Agreement, all investment earnings net of investment expenses and losses on such funds shall be deemed not to be available or on deposit. Section 4.03. Collections and Allocations. (a) The Servicer will apply or will instruct the Trustee to apply all funds on deposit in the Collection Account and the Canadian Collection Account as described in this Article IV and in each Supplement. Except as otherwise provided below, the Servicer shall deposit, or cause to be deposited, all Collections received (whether through the Lockbox Accounts, the Canadian Accounts or otherwise) into the Collection Account (or in the case of Collections with respect to Canadian Receivables into the Canadian Collection Account), no later than two Business Days following the receipt of such Collections. (b) With respect to each day during each Monthly Period, Collections of Receivables will be allocated to the Certificateholders' Interest of each Series as set forth in the Supplement related to such Series. On each Determination Date, Defaulted Receivables will be allocated to the Certificateholders' Interest of each Series, each as set forth in the related Supplement. (c) (i) Throughout the existence of the Trust, unless otherwise stated in any Supplement, the Servicer shall allocate to the Holder of the Seller Certificate an amount equal to the product of (A) the Seller's Percentage and (B) the aggregate amount of such Collections allocated to Receivables in respect of each Monthly Period. Notwithstanding anything in this Agreement to the contrary, unless otherwise stated in any Supplement, the Servicer need not deposit this amount or any other amounts so allocated to the Seller Certificate pursuant to any Supplement into the Collection Account or the Canadian Collection Account and shall pay, or be deemed to pay, such amounts as collected to the Holder of the Seller Certificate. (ii) The payments to be made to the Holder of the Seller Certificate pursuant to this Section 4.03(c) do not apply to deposits to the Collection Account or the Canadian Collection Account or other amounts that do not represent Collections, including payment of the purchase price for Receivables pursuant to Section 2.06 or 10.01, proceeds from the sale, disposition or liquidation of Receivables pursuant to Section 9.02 or 12.02 or payment of the purchase price for the Certificateholders' Interest of a specific Series pursuant to the related Supplement. 38

ARTICLE V Distributions and Reports to Certificateholders Distributions shall be made to, and reports shall be provided to, Certificateholders as set forth in the applicable Supplement. ARTICLE VI The Certificates

ARTICLE V Distributions and Reports to Certificateholders Distributions shall be made to, and reports shall be provided to, Certificateholders as set forth in the applicable Supplement. ARTICLE VI The Certificates Section 6.01. The Certificates. The Investor Certificates of any Series or Class may be issued in bearer form ("Bearer Certificates") with attached interest coupons and any other applicable coupon (collectively, the "Coupons") or in fully registered form ("Registered Certificates") and shall be substantially in the form of the exhibits with respect thereto attached to the applicable Supplement. Each Series of Variable Interest Certificates initially shall be issued as one or more Series of Variable Interest Certificates in an aggregate original principal amount equal to the Initial Invested Amount (as defined in the related Supplement) for the Series and with an initial aggregate Stated Amount in the amount set out in the related Supplement . The Seller Certificate will be issued in registered form, substantially in the form of Exhibit A, and shall upon issue, be executed and delivered by the Seller to the Trustee for authentication and redelivery as provided in Section 6.02. Except as otherwise provided in Section 6.03 or in any Supplement, Bearer Certificates shall be issued in minimum denominations of $500,000 and Registered Certificates shall be issued in minimum denominations of $500,000 and in integral multiples of $100,000 in excess thereof. If specified in any Supplement, the Investor Certificates of any Series or Class shall be issued upon initial issuance as a single certificate evidencing the aggregate original principal amount (or Stated Amount in the case of Variable Funding Certificates) of such Series or Class. The Seller Certificate shall initially be a single certificate and shall initially represent the entire Seller's Interest. Each Certificate shall be executed by manual or facsimile signature on behalf of the Seller by its President or any Vice President. Certificates bearing the manual or facsimile signature of an individual who was, at the time when such signature was affixed, authorized to sign on behalf of the Seller shall not be rendered invalid, notwithstanding that such individual ceased to be so authorized prior to the authentication and delivery of such Certificates or does not hold such office at the date of such Certificates. No Certificates shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Certificate a certificate of authentication substantially in the form provided for herein executed by or on behalf of the Trustee by the manual signature of a duly authorized signatory, and such certificate of authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. Bearer Certificates shall be dated the Closing Date. All Registered Certificates and the Seller Certificate shall be dated the date of their authentication. Section 6.02. Authentication of Certificates. The Trustee shall authenticate and deliver the Investor Certificates of each Series and Class that are issued upon original issuance to or upon the order of the Seller against payment to the Seller of the purchase price therefor. The Trustee shall authenticate and deliver the Seller Certificate to the Seller simultaneously with its delivery of the Investor Certificates of the first Series to be issued hereunder. 39 Section 6.03. New Issuances. (a) The Seller may from time to time direct the Trustee, on behalf of the Trust, to authenticate one or more new Series of Investor Certificates. The Investor Certificates of all outstanding Series shall be equally and ratably entitled as provided herein to the benefits of this Agreement without preference, priority or distinction, all in accordance with the terms and provisions of this Agreement and the applicable Supplement except, with respect to any Series or Class, as provided in the related Supplement. (b) On or before the Closing Date relating to any new Series, the parties hereto will execute and deliver a Supplement which will specify the Principal Terms of such new Series. The terms of such Supplement may modify or amend the terms of this Agreement solely as applied to such new Series. The obligation of the Trustee to authenticate the Investor Certificates of such new Series and to execute and deliver the related Supplement is subject to the satisfaction of the following conditions:

Section 6.03. New Issuances. (a) The Seller may from time to time direct the Trustee, on behalf of the Trust, to authenticate one or more new Series of Investor Certificates. The Investor Certificates of all outstanding Series shall be equally and ratably entitled as provided herein to the benefits of this Agreement without preference, priority or distinction, all in accordance with the terms and provisions of this Agreement and the applicable Supplement except, with respect to any Series or Class, as provided in the related Supplement. (b) On or before the Closing Date relating to any new Series, the parties hereto will execute and deliver a Supplement which will specify the Principal Terms of such new Series. The terms of such Supplement may modify or amend the terms of this Agreement solely as applied to such new Series. The obligation of the Trustee to authenticate the Investor Certificates of such new Series and to execute and deliver the related Supplement is subject to the satisfaction of the following conditions: (i) on or before the fifth Business Day immediately preceding the Closing Date, the Seller shall have given the Trustee, the Servicer, each Rating Agency and any Series Representative or Series Enhancer entitled thereto pursuant to the relevant Supplement notice of such issuance and the Closing Date; (ii) the Seller shall have delivered to the Trustee the related Supplement, in form satisfactory to the Trustee, executed by each party hereto other than the Trustee; (iii) the Seller shall have delivered to the Trustee any related Enhancement Agreement executed by each of the parties thereto, other than the Trustee; (iv) the Rating Agency Condition shall have been satisfied with respect to such issuance and each Series Representative shall have consented thereto; (v) the Seller shall have delivered to the Trustee and any Series Representative or Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer's Certificate, dated the Series Issuance Date, to the effect that the Seller reasonably believes that such issuance will not, based on the facts known to such officer at the time of such certification, then or thereafter cause a Pay-Out Event to occur with respect to any Series; (vi) the Seller shall have delivered to the Trustee and each Rating Agency a Tax Opinion, dated the Closing Date, with respect to such issuance; and (vii) the Floating Allocation Percentage for all Series shall not be greater than 100%, in each case as of the Closing Date and after giving effect to such issuance. Upon satisfaction of the above conditions, the Trustee shall execute the Supplement and authenticate the Investor Certificates of such Series upon execution thereof by the Seller. Section 6.04. Registration of Transfer and Exchange of Certificates. (a)(1) The Trustee shall cause to be kept at the office or agency to be maintained in accordance with the 40 provisions of Section 11.16 a register (the "Certificate Register") in which, subject to such reasonable regulations as it may prescribe, a transfer Agent and registrar (which may be the Trustee) (the "Transfer Agent and Registrar") shall provide for the registration of the Registered Certificates and of transfers and exchanges of the Registered Certificates as herein provided. The Transfer Agent and Registrar shall initially be the Trustee, except as otherwise specified in any Supplement with respect to the Certificates issued under that Supplement, and any co-transfer Agent and co-registrar chosen by the Seller and acceptable to the Trustee. (ii) The Trustee may revoke such appointment and remove any Transfer Agent and Registrar if the Trustee determines in its sole discretion that such Transfer Agent and Registrar failed to perform its obligations under this Agreement in any material respect. Any Transfer Agent and Registrar shall be permitted to resign as Transfer Agent and Registrar upon 30 days' notice to the Seller, the Trustee and the Servicer; provided, however, that such resignation shall not be effective and such Transfer Agent and Registrar shall continue to perform its duties as Transfer Agent and Registrar until the Trustee has appointed a successor Transfer Agent and Registrar reasonably acceptable to the Seller.

provisions of Section 11.16 a register (the "Certificate Register") in which, subject to such reasonable regulations as it may prescribe, a transfer Agent and registrar (which may be the Trustee) (the "Transfer Agent and Registrar") shall provide for the registration of the Registered Certificates and of transfers and exchanges of the Registered Certificates as herein provided. The Transfer Agent and Registrar shall initially be the Trustee, except as otherwise specified in any Supplement with respect to the Certificates issued under that Supplement, and any co-transfer Agent and co-registrar chosen by the Seller and acceptable to the Trustee. (ii) The Trustee may revoke such appointment and remove any Transfer Agent and Registrar if the Trustee determines in its sole discretion that such Transfer Agent and Registrar failed to perform its obligations under this Agreement in any material respect. Any Transfer Agent and Registrar shall be permitted to resign as Transfer Agent and Registrar upon 30 days' notice to the Seller, the Trustee and the Servicer; provided, however, that such resignation shall not be effective and such Transfer Agent and Registrar shall continue to perform its duties as Transfer Agent and Registrar until the Trustee has appointed a successor Transfer Agent and Registrar reasonably acceptable to the Seller. (iii) Subject to paragraph (c) below, upon surrender for registration of transfer of any Registered Certificate at any office or agency of the Transfer Agent and Registrar maintained for such purpose, one or more new Registered Certificates (of the same Series and Class) in authorized denominations of like aggregate fractional undivided interests in the Certificateholders' Interest shall be executed, authenticated and delivered, in the name of the designated transferee or transferees. (iv) At the option of a Registered Certificateholder, Registered Certificates (of the same Series and Class) may be exchanged for other Registered Certificates of authorized denominations of like aggregate fractional undivided interests in the Certificateholders' Interest, upon surrender of the Registered Certificates to be exchanged at any such office or agency; Registered Certificates, including Registered Certificates received in exchange for Bearer Certificates, may not be exchanged for Bearer Certificates. At the option of the Holder of a Bearer Certificate, subject to applicable laws and regulations, Bearer Certificates may be exchanged for other Bearer Certificates or Registered Certificates (of the same Series and Class) of authorized denominations of like aggregate fractional undivided interests in the Certificateholders' Interest, upon surrender of the Bearer Certificates to be exchanged at an office or agency of the Transfer Agent and Registrar located outside the United States. Each Bearer Certificate surrendered pursuant to this Section shall have attached thereto all unmatured Coupons; provided that any Bearer Certificate, so surrendered after the close of business on the Record Date preceding the relevant payment date or distribution date after the expected final payment date need not have attached the Coupon relating to such payment date or distribution date (in each case, as specified in the applicable Supplement). (v) Whenever any Investor Certificates are so surrendered for exchange, the Seller shall execute, the Trustee shall authenticate and the Transfer Agent and Registrar shall deliver (in the case of Bearer Certificates, outside the United States) the Investor Certificates which the Investor Certificateholder making the exchange is entitled to receive. Every Investor Certificate presented or surrendered for 41

registration of transfer or exchange shall be accompanied by a written instrument of transfer in a form satisfactory to the Trustee or the Transfer Agent and Registrar duly executed by the Investor Certificateholder or the attorney-in-fact thereof duly authorized in writing. (vi) No service charge shall be made for any registration of transfer or exchange of Investor Certificates, but the Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any such transfer or exchange. (vii) All Investor Certificates (together with any Coupons) surrendered for registration of transfer and exchange or for payment shall be canceled and disposed of by or on behalf of the Trustee in a manner satisfactory to the Trustee. (viii) The Seller shall execute and deliver to the Trustee Bearer Certificates and Registered Certificates in such amounts and at such times as are necessary to enable the Trustee to fulfill its responsibilities under this Agreement, each Supplement and the Certificates.

registration of transfer or exchange shall be accompanied by a written instrument of transfer in a form satisfactory to the Trustee or the Transfer Agent and Registrar duly executed by the Investor Certificateholder or the attorney-in-fact thereof duly authorized in writing. (vi) No service charge shall be made for any registration of transfer or exchange of Investor Certificates, but the Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any such transfer or exchange. (vii) All Investor Certificates (together with any Coupons) surrendered for registration of transfer and exchange or for payment shall be canceled and disposed of by or on behalf of the Trustee in a manner satisfactory to the Trustee. (viii) The Seller shall execute and deliver to the Trustee Bearer Certificates and Registered Certificates in such amounts and at such times as are necessary to enable the Trustee to fulfill its responsibilities under this Agreement, each Supplement and the Certificates. (b) The Transfer Agent and Registrar will maintain at its expense in the City of New York, an office or agency where Investor Certificates may be surrendered for registration of transfer or exchange (except that Bearer Certificates may not be surrendered for exchange at any such office or agency in the United States). (c)(i)(A) Registration of transfer of Investor Certificates containing a legend substantially to the effect set forth on Exhibit E-1 shall be effected only if such transfer (x) is made pursuant to an effective registration statement under the Act, or is exempt from the registration requirements under the Act, and (y) is made to a Person which is not an employee benefit plan, trust or account, including an individual retirement account, that is subject to ERISA or that is described in Section 4975(e)(1) of the Code or an entity whose underlying assets include plan assets by reason of a plan's investment in such entity (a "Benefit Plan"). In the event that registration of a transfer is to be made in reliance upon an exemption from the registration requirements under the Act, the transferor or the transferee shall deliver, at its expense, to the Seller, the Servicer and the Trustee, an investment letter from the transferee, substantially in the form of the investment and ERISA representation letter attached hereto as Exhibit E-2, and no registration of transfer shall be made until such letter is so delivered. (B) Investor Certificates issued upon registration or transfer of, or Investor Certificates issued in exchange for, Investor Certificates bearing the legend referred to above shall also bear such legend unless the Seller, the Servicer, the Trustee and the Transfer Agent and Registrar receive an opinion of counsel, satisfactory to each of them, to the effect that such legend may be removed. (C) Whenever an Investor Certificate containing the legend referred to above is presented to the Transfer Agent and Registrar for registration of transfer, the Transfer Agent and Registrar shall promptly seek instructions from the Servicer regarding such transfer and shall be entitled to receive instructions 42

signed by a Servicing Officer prior to registering any such transfer. The Seller hereby agrees to indemnify the Transfer Agent and Registrar and the Trustee and to hold each of them harmless against any loss, liability or expense incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by them in relation to any such instructions furnished pursuant to this clause (i). (ii) Registration of a transfer of Investor Certificates containing a legend to the effect set forth on Exhibit E-3 shall be effected only if such transfer is made to a Person which is not a Benefit Plan. By acquiring any interest in a Book-Entry Certificate which contains such legend, a Certificate Owner shall be deemed to have represented and warranted that it is not a Benefit Plan. Section 6.05. Mutilated, Destroyed, Lost or Stolen Certificates. If (a) any mutilated Certificate (together, in the case of Bearer Certificates, with all unmatured Coupons (if any) appertaining thereto) is surrendered to the Transfer Agent and Registrar, or the Transfer Agent and Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate and (b) there is delivered to the Transfer Agent and Registrar and the Trustee such security or indemnity as may be required by them to save

signed by a Servicing Officer prior to registering any such transfer. The Seller hereby agrees to indemnify the Transfer Agent and Registrar and the Trustee and to hold each of them harmless against any loss, liability or expense incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by them in relation to any such instructions furnished pursuant to this clause (i). (ii) Registration of a transfer of Investor Certificates containing a legend to the effect set forth on Exhibit E-3 shall be effected only if such transfer is made to a Person which is not a Benefit Plan. By acquiring any interest in a Book-Entry Certificate which contains such legend, a Certificate Owner shall be deemed to have represented and warranted that it is not a Benefit Plan. Section 6.05. Mutilated, Destroyed, Lost or Stolen Certificates. If (a) any mutilated Certificate (together, in the case of Bearer Certificates, with all unmatured Coupons (if any) appertaining thereto) is surrendered to the Transfer Agent and Registrar, or the Transfer Agent and Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate and (b) there is delivered to the Transfer Agent and Registrar and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Trustee that such Certificate has been acquired by a bona fide purchaser, the Seller shall execute, the Trustee shall authenticate and the Transfer Agent and Registrar shall deliver (in the case of Bearer Certificates, outside the United States), in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like tenor and aggregate fractional undivided interest. In connection with the issuance of any new Certificate under this Section, the Trustee or the Transfer Agent and Registrar may require the payment by the Certificateholder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee and Transfer Agent and Registrar) connected therewith. Any duplicate Certificate issued pursuant to this Section shall constitute complete and indefeasible evidence of ownership in the Trust, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time. Section 6.06. Persons Deemed Owners. The Trustee, the Paying Agent, the Transfer Agent and Registrar and any Agent of any of these may (a) prior to due presentation of a Registered Certificate for registration of transfer, treat the Person in whose name any Registered Certificate is registered as the owner of such Registered Certificate for the purpose of receiving distributions pursuant to the terms of the applicable Supplement and for all other purposes whatsoever, and (b) treat the bearer of a Bearer Certificate or Coupon as the owner of such Bearer Certificate or Coupon for the purpose of receiving distributions pursuant to the terms of the applicable Supplement and for all other purposes whatsoever; and, in any such case, neither the Trustee, the Paying Agent, the Transfer Agent and Registrar nor any Agent of any of these shall be affected by any notice to the contrary. Notwithstanding the foregoing, in determining whether the Holders of the requisite Investor Certificates have given any request, demand, authorization, direction, notice, consent or waiver hereunder (including under any Supplement), Certificates owned by the Seller, the Servicer, any other Holder of the Seller Certificate, the Trustee or any Affiliate thereof, shall be disregarded and deemed not to be outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Certificates which the Trustee actually knows to be so owned shall be so disregarded. Certificates so owned which have been pledged in good faith shall not be disregarded and may be regarded as outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such 43

Certificates and that the pledgee is not the Seller, the Servicer, any other Holder of the Seller Certificate or any Affiliate thereof. Section 6.07. Appointment of Paying Agent. The Paying Agent shall make distributions to Investor Certificateholders from the Collection Account, Canadian Collection Account or any applicable Series Account pursuant to the provisions of the applicable Supplement and shall report the amounts of such distributions to the Trustee. Any Paying Agent shall have the revocable power to withdraw funds from the Collection Account, Canadian Collection Account or any applicable Series Account for the purpose of making the distributions referred to above. The Trustee may revoke such power and remove the Paying Agent if the Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement or any Supplement in any material respect. The "Paying Agent" shall initially be the Trustee, except as otherwise

Certificates and that the pledgee is not the Seller, the Servicer, any other Holder of the Seller Certificate or any Affiliate thereof. Section 6.07. Appointment of Paying Agent. The Paying Agent shall make distributions to Investor Certificateholders from the Collection Account, Canadian Collection Account or any applicable Series Account pursuant to the provisions of the applicable Supplement and shall report the amounts of such distributions to the Trustee. Any Paying Agent shall have the revocable power to withdraw funds from the Collection Account, Canadian Collection Account or any applicable Series Account for the purpose of making the distributions referred to above. The Trustee may revoke such power and remove the Paying Agent if the Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement or any Supplement in any material respect. The "Paying Agent" shall initially be the Trustee, except as otherwise specified in any Supplement with respect to the Certificates issued under that Supplement, and any co-paying Agent chosen by the Seller and acceptable to the Trustee. Any Paying Agent shall be permitted to resign as Paying Agent upon 30 days' notice to the Trustee; provided, however, that such resignation shall not be effective and such Paying Agent shall continue to perform its duties as Paying Agent until the Trustee has appointed a successor Paying Agent reasonably acceptable to the Seller. In the event that any Paying Agent shall resign, the Trustee shall appoint a successor to act as Paying Agent. The Trustee shall cause each successor or additional Paying Agent to execute and deliver to the Trustee an instrument in which such successor or additional Paying Agent shall agree with the Trustee that it will hold all sums, if any, held by it for payment to the Investor Certificateholders in trust for the benefit of the Investor Certificateholders entitled thereto until such sums shall be paid to such Investor Certificateholders. The Paying Agent shall return all unclaimed funds to the Trustee and upon removal shall also return all funds in its possession to the Trustee. The provisions of Sections 11.01, 11.02, 11.03 and 11.05 shall apply to the Trustee also in its role as Paying Agent, for so long as the Trustee shall act as Paying Agent. Any reference in this Agreement to the Paying Agent shall include any co-paying Agent unless the context requires otherwise. Section 6.08. Access to List of Registered Certificateholders' Names and Addresses. (a) The Trustee will furnish or cause to be furnished by the Transfer Agent and Registrar to the Servicer or the Paying Agent, within five Business Days after receipt by the Trustee of a request therefor, a list in such form as the Servicer or the Paying Agent may reasonably require, of the names and addresses of the Registered Certificateholders. If any Holder or group of Holders of Investor Certificates of any Series or all outstanding Series, as the case may be, evidencing not less than 10% of the aggregate unpaid principal amount of such Series or all outstanding Series, as applicable (the "Applicants"), apply to the Trustee, and such application states that the Applicants desire to communicate with other Investor Certificateholders with respect to their rights under this Agreement or any Supplement or under the Investor Certificates and is accompanied by a copy of the communication which such Applicants propose to transmit, then the Trustee, after having been adequately indemnified by such Applicants for its costs and expenses shall afford or shall cause the Transfer Agent and Registrar to afford such Applicants access during normal business hours to the most recent list of Registered Certificateholders of such Series or all outstanding Series, as applicable, held by the Trustee, within five Business Days after the receipt of such application. Such list shall be as of a date no more than 45 days prior to the date of receipt of such Applicants' request. (b) Every Registered Certificateholder, by receiving and holding a Registered Certificate, agrees with the Trustee that neither the Trustee, the Transfer Agent and Registrar, nor any of their respective agents, shall be held accountable by reason of the disclosure of any such information 44

as to the names and addresses of the Registered Certificateholders hereunder, regardless of the sources from which such information was derived. Section 6.09. Authenticating Agent. (a) The Trustee may appoint one or more authenticating agents with respect to the Certificates which shall be authorized to act on behalf of the Trustee in authenticating the Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the Certificates. Whenever reference is made in this Agreement to the authentication of Certificates by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Trustee by an authenticating agent and certificate of authentication executed on behalf of the Trustee by an authenticating agent. Each authenticating agent must be acceptable to the Seller and the Servicer.

as to the names and addresses of the Registered Certificateholders hereunder, regardless of the sources from which such information was derived. Section 6.09. Authenticating Agent. (a) The Trustee may appoint one or more authenticating agents with respect to the Certificates which shall be authorized to act on behalf of the Trustee in authenticating the Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the Certificates. Whenever reference is made in this Agreement to the authentication of Certificates by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Trustee by an authenticating agent and certificate of authentication executed on behalf of the Trustee by an authenticating agent. Each authenticating agent must be acceptable to the Seller and the Servicer. (b) Any institution succeeding to the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any power or any further act on the part of the Trustee or such authenticating agent. An authenticating agent may at any time resign by giving notice of resignation to the Trustee and to the Seller. The Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the Seller. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Trustee or the Seller, the Trustee promptly may appoint a successor authenticating agent. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent. No successor authenticating agent shall be appointed unless acceptable to the Trustee and the Seller. The Seller agrees to pay to each authenticating agent from time to time reasonable compensation for its services under this Section. The provisions of Sections 11.01, 11.02 and 11.03 shall be applicable to any authenticating agent. (c) Pursuant to an appointment made under this Section, the Certificates may have endorsed thereon, in lieu of the Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificates described in the Pooling and Servicing Agreement. as Authenticating Agent for the Trustee By: ________________________________________________________ Authorized Officer Section 6.10. Book-Entry Certificates. Unless otherwise specified in the related Supplement for any Series or Class, the Investor Certificates, upon original issuance, shall be issued in the form of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to the Clearing Agency, by, or on behalf of, the Seller. The Investor Certificates shall initially be registered on the Certificate Register in the name of the Clearing Agency or its nominee, and no Certificate Owner will receive a definitive certificate representing such Certificate Owner's interest in the Investor Certificates, except as provided in Section 6.12. Unless and until definitive, 45 fully registered Investor Certificates ("Definitive Certificates") have been issued to the applicable Certificate Owners pursuant to Section 6.12 or as otherwise specified in any such Supplement: (i) the provisions of this Section shall be in full force and effect; (ii) the Seller, the Servicer and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributions) as the authorized representatives of the respective Certificate Owners; (iii) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control; and (iv) the rights of the respective Certificate Owners shall be exercised only through the Clearing Agency and the

fully registered Investor Certificates ("Definitive Certificates") have been issued to the applicable Certificate Owners pursuant to Section 6.12 or as otherwise specified in any such Supplement: (i) the provisions of this Section shall be in full force and effect; (ii) the Seller, the Servicer and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributions) as the authorized representatives of the respective Certificate Owners; (iii) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control; and (iv) the rights of the respective Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency or the Clearing Agency Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.12, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Investor Certificates to such Clearing Agency Participants. (v) purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Investor Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of Investor Certificates, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency and the Clearing Agency Participants) owning Investor Certificates evidencing the requisite percentage of principal amount of Investor Certificates. Section 6.11. Notices to Clearing Agency. Whenever any notice or other communication is required to be given to Investor Certificateholders of any Series or Class with respect to which Book-Entry Certificates have been issued, unless and until Definitive Certificates shall have been issued to the related Certificate Owners, the Trustee shall give all such notices and communications to the applicable Clearing Agency. Section 6.12. Definitive Certificates. If Book-Entry Certificates have been issued with respect to any Series or Class and (a) the Seller advises the Trustee that the Clearing Agency is no longer willing or able to discharge properly its responsibilities under the Depository Agreement with respect to such Series or Class and the Trustee or the Seller is unable to locate a qualified successor, (b) the Seller, at its option, advises the Trustee that it elects to terminate the book-entry system with respect to such Series or Class through the Clearing Agency or (c) after the occurrence of a Servicer Default, Certificate Owners of such Series or Class evidencing not less than 50% of the aggregate unpaid principal amount of such Series or Class advise the Trustee and the Clearing Agency through the Clearing Agency Participants that the continuation of a book entry system with respect to the Investor Certificates of such Series or Class through the Clearing Agency is no longer in the best interests of the Certificate Owners with respect to such Certificates, then the Trustee shall notify all Certificate Owners of such Certificates, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of any such Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Seller shall execute and the Trustee shall 46

authenticate and deliver such Definitive Certificates. Neither the Seller nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of such Definitive Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Certificates and the Trustee shall recognize the Holders of such Definitive Certificates as Investor Certificateholders hereunder. Section 6.13. Meetings of Certificateholders. (a) If at the time any Bearer Certificates are issued and outstanding with respect to any Series or Class to which any meeting described below relates, the Servicer or the Trustee may at any time call a meeting of Investor Certificateholders of any Series or Class or of all Series, to be held at such time and at such place as the Servicer or the Trustee, as the case may be, shall determine, for the purpose of

authenticate and deliver such Definitive Certificates. Neither the Seller nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of such Definitive Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Certificates and the Trustee shall recognize the Holders of such Definitive Certificates as Investor Certificateholders hereunder. Section 6.13. Meetings of Certificateholders. (a) If at the time any Bearer Certificates are issued and outstanding with respect to any Series or Class to which any meeting described below relates, the Servicer or the Trustee may at any time call a meeting of Investor Certificateholders of any Series or Class or of all Series, to be held at such time and at such place as the Servicer or the Trustee, as the case may be, shall determine, for the purpose of approving a modification of or amendment to, or obtaining a waiver of any covenant or condition set forth in, this Agreement, any Supplement or the Investor Certificates or of taking any other action permitted to be taken by Investor Certificateholders hereunder or under any Supplement. Notice of any meeting of Investor Certificateholders, setting forth the time and place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given in accordance with Section 13.05, the first mailing and publication to be not less than 20 nor more than 180 days prior to the date fixed for the meeting. To be entitled to vote at any meeting of Investor Certificateholders a person shall be (i) a Holder of one or more Investor Certificates of the applicable Series or Class or (ii) a person appointed by an instrument in writing as proxy by the Holder of one or more such Investor Certificates. The only persons who shall be entitled to be present or to speak at any meeting of Investor Certificateholders shall be the persons entitled to vote at such meeting and their counsel and any representative of the Seller, the Servicer and the Trustee and their respective counsel. (b) At a meeting of Investor Certificateholders, persons entitled to vote Investor Certificates evidencing a majority of the aggregate unpaid principal amount of the applicable Series or Class or all outstanding Series, as the case may be, shall constitute a quorum. No business shall be transacted in the absence of a quorum, unless a quorum is present when the meeting is called to order. In the absence of a quorum at any such meeting, the meeting may be adjourned for a period of not less than 10 days; in the absence of a quorum at any such adjourned meeting, such adjourned meeting may be further adjourned for a period of not less than 10 days; at the reconvening of any meeting further adjourned for lack of a quorum, the persons entitled to vote Investor Certificates evidencing at least 50% of the aggregate unpaid principal amount of the applicable Series or Class or all outstanding Series, as the case may be, shall constitute a quorum for the taking of any action set forth in the notice of the original meeting. Notice of the reconvening of any adjourned meeting shall be given as provided above except that such notice must be given not less than five days prior to the date on which the meeting is scheduled to be reconvened. Notice of the reconvening of an adjourned meeting shall state expressly the percentage of the aggregate principal amount of the outstanding applicable Investor Certificates which shall constitute a quorum. (c) Any Investor Certificateholder who has executed an instrument in writing appointing a person as proxy shall be deemed to be present for the purposes of determining a quorum and be deemed to have voted; provided, that such Investor Certificateholder shall be considered as present or voting only with respect to the matters covered by such instrument in writing. Subject to the provisions of Section 13.01, any resolution passed or decision taken at any meeting of Investor Certificateholders duly held in accordance with this Section shall be binding on all Investor Certificateholders whether or not present or represented at the meeting. 47

(d) The holding of Bearer Certificates shall be proved by the production of such Bearer Certificates or by a certificate, satisfactory to the Servicer, executed by any bank, trust company or recognized securities dealer, wherever situated, satisfactory to the Servicer. Each such certificate shall be dated and shall state that on the date thereof a Bearer Certificate bearing a specified serial number was deposited with or exhibited to such bank, trust company or recognized securities dealer by the person named in such certificate. Any such certificate may be issued in respect of one or more Bearer Certificates specified therein. The holding by the person named in any such certificate of any Bearer Certificate specified therein shall be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (i) another certificate bearing a later date issued in respect of the same Bearer Certificate shall be produced, (ii) the Bearer Certificate specified in such certificate shall be produced by some other person or (iii) the Bearer Certificate specified in

(d) The holding of Bearer Certificates shall be proved by the production of such Bearer Certificates or by a certificate, satisfactory to the Servicer, executed by any bank, trust company or recognized securities dealer, wherever situated, satisfactory to the Servicer. Each such certificate shall be dated and shall state that on the date thereof a Bearer Certificate bearing a specified serial number was deposited with or exhibited to such bank, trust company or recognized securities dealer by the person named in such certificate. Any such certificate may be issued in respect of one or more Bearer Certificates specified therein. The holding by the person named in any such certificate of any Bearer Certificate specified therein shall be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (i) another certificate bearing a later date issued in respect of the same Bearer Certificate shall be produced, (ii) the Bearer Certificate specified in such certificate shall be produced by some other person or (iii) the Bearer Certificate specified in such certificate shall have ceased to be outstanding. The appointment of any proxy shall be proved by having the signature of the person executing the proxy guaranteed by any bank, trust company or recognized securities dealer satisfactory to the Trustee. (e) The Trustee shall appoint a temporary chairman of the meeting. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the holders of Investor Certificates evidencing a majority of the aggregate unpaid principal amount of Investor Certificates of the applicable Series or Class or all outstanding Series, as the case may be, represented at the meeting. No vote shall be cast or counted at any meeting in respect of any Investor Certificate challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chairman of the meeting shall have no right to vote except as an Investor Certificateholder or proxy. Any meeting of Investor Certificateholders duly called at which a quorum is present may be adjourned from time to time, and the meeting may be held as so adjourned without further notice. (f) The vote upon any resolution submitted to any meeting of Investor Certificateholders shall be by written ballot on which shall be subscribed the signatures of Investor Certificateholders or proxies and on which shall be inscribed the serial number and series and class numbers of the Investor Certificates held or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record in duplicate of the proceedings of each meeting of Investor Certificateholders shall be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was published as provided above. The record shall be signed and verified by the permanent chairman and secretary of the meeting and one of the duplicates shall be delivered to the Servicer and the other to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the matters therein stated. Section 6.14. Changes in Amount of Variable Funding Certificates. (a) The outstanding principal amount of a Variable Funding Certificate shall at no time exceed the Stated Amount then applicable to such Variable Funding Certificate. The Stated Amount of a Variable Funding Certificate may be increased or decreased from time to time by the Seller with the prior written consent of the Holder of the Variable Funding Certificate, if the following conditions each shall have been satisfied on or prior to the effective date of the proposed increase or decrease (as the case may be): 48

(i) the Seller shall have delivered to the Trustee a Tax Opinion with respect to the proposed increase, and (ii) the Rating Agency Condition shall have been satisfied with respect to the increase. (b) The Seller may, pursuant to the Supplement that applies to a particular Variable Funding Certificate, request the Holder of the Variable Funding Certificate to provide funds to the Trustee in respect of the Holder's Variable Funding Certificate in order to increase the then-outstanding principal amount of the Variable Funding Certificate, which requested increase shall be subject to the further provisions of this subsection and to the provisions of the Supplement. Except as otherwise provided in the related Supplement, no increase shall cause the Invested Amount to exceed the Stated Amount then applicable to such Variable Funding Certificate. No such increase may be requested or (even if previously requested) implemented during an Amortization Period for the Variable

(i) the Seller shall have delivered to the Trustee a Tax Opinion with respect to the proposed increase, and (ii) the Rating Agency Condition shall have been satisfied with respect to the increase. (b) The Seller may, pursuant to the Supplement that applies to a particular Variable Funding Certificate, request the Holder of the Variable Funding Certificate to provide funds to the Trustee in respect of the Holder's Variable Funding Certificate in order to increase the then-outstanding principal amount of the Variable Funding Certificate, which requested increase shall be subject to the further provisions of this subsection and to the provisions of the Supplement. Except as otherwise provided in the related Supplement, no increase shall cause the Invested Amount to exceed the Stated Amount then applicable to such Variable Funding Certificate. No such increase may be requested or (even if previously requested) implemented during an Amortization Period for the Variable Funding Certificate. Subject to Section 6.14(a), the Seller may make such a request at any time prior to the commencement of the Amortization Period, and shall make any such request in a writing that is substantially in the from required by the applicable Supplement, appropriately completed, and that is delivered to the Holder of the Variable Funding Certificate at the time required by the applicable Supplement. The outstanding principal amount of the Holder's Variable Funding Certificate shall be increased on the Business Day on which the Holder provides to the Seller immediately available funds in the amount of the requested increase by an amount equal to the amount of the funds. ARTICLE VII Other Matters Relating to the Seller Section 7.01. Liability of the Seller. The Seller shall be liable in all respects for the obligations, covenants, representations and warranties of the Seller arising under or related to this Agreement or any Supplement. The Seller shall be liable only to the extent of the obligations specifically undertaken by it in its capacity as Seller. Section 7.02. Merger or Consolidation of, or Assumption of the Obligations of, the Seller. (a) The Seller shall not consolidate with or merge into any other corporation or convey or transfer its properties and assets substantially as an entirety to any Person unless: (i) (x) the business entity formed by such consolidation or into which the Seller is merged or the Person which acquires by conveyance or transfer the properties and assets of the Seller substantially as an entirety shall be, if the Seller is not the surviving entity, organized and existing under the law of the United States of America or any State or the District of Columbia, and, if the Seller is not the surviving entity, such business entity shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the performance of every covenant and obligation of the Seller hereunder, including its obligations under Section 7.04; (y) the Seller has delivered to the Trustee an Officer's Certificate and an Opinion of Counsel each stating that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section, that such supplemental agreement is a valid and binding obligation of such surviving entity enforceable against such surviving entity in accordance with its terms, except as such 49

enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally from time to time in effect and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity), and that all conditions precedent herein provided for relating to such transaction have been complied with; (ii) the Rating Agency Condition shall have been satisfied with respect to such consolidation, merger, conveyance or transfer; (iii) the Seller shall have delivered to the Trustee and each Rating Agency a Tax Opinion, dated the date of such consolidation, merger, conveyance or transfer, with respect thereto; (iv) in connection with any merger or consolidation, the business entity into which the Seller shall merge or consolidate shall be (x) a business entity that is not subject to Title 11 of the United States Code or (y) a special-

enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally from time to time in effect and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity), and that all conditions precedent herein provided for relating to such transaction have been complied with; (ii) the Rating Agency Condition shall have been satisfied with respect to such consolidation, merger, conveyance or transfer; (iii) the Seller shall have delivered to the Trustee and each Rating Agency a Tax Opinion, dated the date of such consolidation, merger, conveyance or transfer, with respect thereto; (iv) in connection with any merger or consolidation, the business entity into which the Seller shall merge or consolidate shall be (x) a business entity that is not subject to Title 11 of the United States Code or (y) a specialpurpose corporation, the powers and activities of which shall be limited to the performance of the Seller's obligations under this Agreement, any Supplement and the Purchase Agreement; (v) if the Seller is not the surviving entity, the surviving entity shall file new UCC-l financing statements with respect to the interest of the Trust in the Receivables; and (vi) both immediately prior and immediately subsequent to such consolidation, merger, conveyance or transfer, no Payout Event shall have occurred and be continuing or would result therefrom. (b) The obligations of the Seller hereunder shall not be assignable nor shall any Person succeed to the obligations of the Seller hereunder except for consolidations, mergers, assumptions or transfers in accordance with the provisions of the foregoing paragraph. Section 7.03. Limitations on Liability of the Seller. Subject to Sections 7.01 and 7.04, neither the Seller nor any of the directors, officers, employees or agents of the Seller acting in such capacities shall be under any liability to the Trust, the Trustee, the Certificateholders, any Series Enhancer or any other Person for any action taken or for refraining from the taking of any action in good faith in such capacities pursuant to this Agreement; provided, however, that this provision shall not protect the Seller or any such Person against any liability which would otherwise be imposed by reason of wilful misconduct, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. The Seller and any director, officer, employee or agent of the Seller may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (other than the Seller) respecting any matters arising hereunder. Section 7.04. Liabilities. Notwithstanding Sections 7.03, 8.03 and 8.04, the Seller by entering into this Agreement, and any Holder of the Seller Certificate by its acceptance thereof, agree to be liable, directly to the injured party or the Trustee, for the entire amount of any losses, claims, damages or liabilities (other than those incurred by an Investor Certificateholder in the capacity of an investor in the Investor Certificates as a result of the performance of the Receivables, market fluctuations, a shortfall or failure to make payment under any Series Enhancement or other similar market or investment risks associated with ownership of the Investor Certificates) arising out of or 50 based on the arrangement created by this Agreement or the actions of the Servicer taken pursuant hereto (to the extent Trust Assets remaining after the Investor Certificateholders and Series Enhancers have been paid in full are insufficient to pay any such losses, claims, damages or liabilities) as though this Agreement created a partnership under the Delaware Revised Uniform Limited Partnership Act in which the Seller and such Holder of the Seller Certificate were general partners excluding, however, losses, claims, damages or liabilities resulting from (i) the gross negligence or wilful misconduct of any such injured party, and (ii) income taxes imposed on such injured party arising out of the transaction. In the event of the appointment of a Successor Servicer, the Successor Servicer will (from its own assets and not from the assets of the Trust) indemnify and hold harmless the Seller and such Holder of the Seller Certificate against and from any losses, claims, damages and liabilities of the Seller or such Holder as described in this Section arising from the actions or omissions of such Successor Servicer.

based on the arrangement created by this Agreement or the actions of the Servicer taken pursuant hereto (to the extent Trust Assets remaining after the Investor Certificateholders and Series Enhancers have been paid in full are insufficient to pay any such losses, claims, damages or liabilities) as though this Agreement created a partnership under the Delaware Revised Uniform Limited Partnership Act in which the Seller and such Holder of the Seller Certificate were general partners excluding, however, losses, claims, damages or liabilities resulting from (i) the gross negligence or wilful misconduct of any such injured party, and (ii) income taxes imposed on such injured party arising out of the transaction. In the event of the appointment of a Successor Servicer, the Successor Servicer will (from its own assets and not from the assets of the Trust) indemnify and hold harmless the Seller and such Holder of the Seller Certificate against and from any losses, claims, damages and liabilities of the Seller or such Holder as described in this Section arising from the actions or omissions of such Successor Servicer. Section 7.05. Transferability of Seller Certificates. Notwithstanding anything contained in this Agreement to the contrary, the Seller shall not transfer or assign any of the Seller Certificates. Section 7.06. Limit on Certain Holders. Notwithstanding anything contained in this Agreement to the contrary, the Seller shall not allow (i) to be outstanding over 100 Holders of Certificates or (ii) any Certificate to be traded on an Established Securities Market, registered under the Securities Act of 1933 or offered or sold pursuant to Regulation S (17 C.F.R. (S) 230.901 through (S) 230.904 or any successor thereto) if such offering or sale would have been required to be registered under the Securities Act of 1933 if the interests so offered or sold had been offered and sold within the United States. Section 7.07. Seller Indemnification of the Trust, etc. The Seller shall indemnify the Trust, the Investor Certificateholders or the Certificate Owners for any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation, any Federal, state, local or foreign income or franchise taxes (and any interest or penalties with respect thereto or arising from a failure to comply therewith), other than any tax imposed on or measured by income, required to be paid by the Trust, the Investor Certificateholders or the Certificate Owners in connection herewith to any taxing authority. Indemnification pursuant to this Section shall not be payable from the Trust Assets. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof ARTICLE VIII Other Matters Relating to the Servicer Section 8.01. Liability of the Servicer. The Servicer shall be liable under this Article only to the extent of the obligations specifically undertaken by the Servicer in its capacity as Servicer. Section 8.02. Merger or Consolidation of, or Assumption of the Obligations of, the Servicer. The Servicer shall not consolidate with or merge into any other corporation, convey or transfer its properties and assets substantially as an entirety to any Person, or assign its obligations as Servicer hereunder, unless: (a) the corporation formed by such consolidation or into which the Servicer is merged, the Person which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety, or the Person to whom the Servicer assigns its obligations hereunder, shall 51

be, if the Servicer is not the surviving entity or if the Servicer assigns its obligations hereunder, a corporation organized and existing under the laws of the United States of America or any State or the District of Columbia, and, if the Servicer is not the surviving entity or if the Servicer assigns its obligations hereunder, such corporation shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the performance of every covenant and obligation of the Servicer hereunder; (b) the Servicer has delivered to the Trustee an Officer's Certificate and an Opinion of Counsel each stating that such consolidation, merger, conveyance, transfer or assignment and such supplemental agreement comply with this Section, that such supplemental agreement is a valid and binding obligation of such surviving entity

be, if the Servicer is not the surviving entity or if the Servicer assigns its obligations hereunder, a corporation organized and existing under the laws of the United States of America or any State or the District of Columbia, and, if the Servicer is not the surviving entity or if the Servicer assigns its obligations hereunder, such corporation shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the performance of every covenant and obligation of the Servicer hereunder; (b) the Servicer has delivered to the Trustee an Officer's Certificate and an Opinion of Counsel each stating that such consolidation, merger, conveyance, transfer or assignment and such supplemental agreement comply with this Section, that such supplemental agreement is a valid and binding obligation of such surviving entity enforceable against such surviving entity in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally from time to time in effect and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity), and that all conditions precedent herein provided for relating to such transaction have been complied with; (c) either (i) the corporation formed by such consolidation or into which the Servicer is merged or the Person which acquired by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall be an Eligible Servicer (such determination, taking into account the experience and operations of the predecessor Servicer) or (ii) upon the effectiveness of such consolidation, merger, conveyance, transfer or assignment, a Successor Servicer shall have assumed the obligations of the Servicer in accordance with this Agreement; (d) the Servicer shall have delivered notice of such consolidation, merger, conveyance, transfer or assignment to each Rating Agency; and (e) both immediately prior and immediately subsequent to such consolidation, merger, conveyance, transfer or assignment, no Payout Event shall have occurred and be continuing or would result therefrom. Section 8.03. Limitation on Liability of the Servicer and Others. Except as provided in Section 8.04, neither the Servicer nor any of the directors, officers, employees or agents of the Servicer in its capacity as Servicer shall be under any liability to the Trust, the Trustee, the Certificateholders, any Series Enhancers or any other Person for any action taken or for refraining from the taking of any action in good faith in its capacity as Servicer pursuant to this Agreement; provided, however, that this provision shall not protect the Servicer or any such Person against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (other than the Servicer) respecting any matters arising hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties as Servicer in accordance with this Agreement and which in its reasonable judgment may involve it in any expense or liability. The Servicer may, in its sole discretion, undertake any such legal action which it may deem necessary or desirable for the benefit of the Certificateholders with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. 52 Section 8.04. Servicer Indemnification of the Trust and the Trustee. The Servicer shall indemnify and hold harmless the Trust and the Trustee and its officers, directors, employees and agents, from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts or omissions of the Servicer with respect to the Trust pursuant to this Agreement, including any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any action, proceeding or claim; provided, however, that the Servicer shall not indemnify the Trustee if such acts, omissions or alleged acts or omissions constitute or are caused by gross negligence, or willful misconduct by the Trustee; provided further, that the Servicer shall not indemnify the Trust, the Investor Certificateholders or the Certificate Owners for any liabilities, costs or expenses of the Trust with respect to any action taken by the Trustee at the request of the Investor Certificateholders; provided further, that the Servicer shall not indemnify the Trust, the Investor Certificateholders or the Certificate Owners as to any losses, claims or damages incurred by any of them in their

Section 8.04. Servicer Indemnification of the Trust and the Trustee. The Servicer shall indemnify and hold harmless the Trust and the Trustee and its officers, directors, employees and agents, from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts or omissions of the Servicer with respect to the Trust pursuant to this Agreement, including any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any action, proceeding or claim; provided, however, that the Servicer shall not indemnify the Trustee if such acts, omissions or alleged acts or omissions constitute or are caused by gross negligence, or willful misconduct by the Trustee; provided further, that the Servicer shall not indemnify the Trust, the Investor Certificateholders or the Certificate Owners for any liabilities, costs or expenses of the Trust with respect to any action taken by the Trustee at the request of the Investor Certificateholders; provided further, that the Servicer shall not indemnify the Trust, the Investor Certificateholders or the Certificate Owners as to any losses, claims or damages incurred by any of them in their capacities as investors, including, without limitation, losses with respect to market or investment risks associated with ownership of the Investor Certificates or losses incurred as a result of Defaulted Receivables; and provided further, that the Servicer shall not indemnify the Trust, the Investor Certificateholders or the Certificate Owners for any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation, any Federal, state, local or foreign income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by the Trust, the Investor Certificateholders or the Certificate Owners in connection herewith to any taxing authority. Indemnification pursuant to this Section shall not be payable from the Trust Assets. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. Section 8.05. The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it except (x) upon the determination that (i) the performance of its duties hereunder is no longer permissible under Requirements of Law (other than the charter and by-laws of the Servicer) and (ii) there is no reasonable action which the Servicer could take to make the performance of its duties hereunder permissible under such Requirements of Law or (y) as may be required, in connection with the Servicer's consolidation with, or merger into any other corporation or the Servicer's conveyance or transfer of its properties and assets substantially as an entirety to any person in each case, in accordance with Section 8.02. Any determination permitting the resignation of the Servicer pursuant to clause (x) above shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. No resignation shall become effective until the Trustee or a Successor Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 10.02. If within 120 days of the date of the determination that the Servicer may no longer act as Servicer, and if the Trustee is unable to appoint a Successor Servicer, the Trustee shall serve as Successor Servicer. Notwithstanding the foregoing, the Trustee shall, if it is legally unable to so act, petition a court of competent jurisdiction to appoint any established institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of trade receivables to be the Successor Servicer hereunder. The Trustee shall give prompt notice of the appointment of a Successor Servicer to each Rating Agency, each Series Enhancer and each Series Representative entitled thereto under the terms of the applicable Supplement. Section 8.06. Access to Certain Documentation and Information Regarding the Receivables. If the Trustee is required, in connection with the enforcement of the rights of Certificateholders or by applicable statutes or regulations, to review the documentation regarding the Receivables, the Servicer shall provide the Trustee access, without charge, to such documentation (a) upon reasonable request, (b) during normal business hours, (c) subject to the Servicer's normal security 53

and confidentiality procedures, and (d) at reasonably accessible offices in the continental United States designated by the Servicer. Nothing in this Section shall derogate from the obligation of the applicable Originator, the Seller, the Trustee and the Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors and the failure of the Servicer to provide access as provided in this Section as a result of such obligation shall not constitute a breach of this Section. Section 8.07. Delegation of Duties. In the ordinary course of business, the Servicer may at any time delegate any duties hereunder to any Person who agrees to conduct such duties in accordance with the Credit and Collection Policy and this Agreement; provided, however, that at least 30 days prior written notice of such delegation (except for delegations to collection agencies for the collection of Defaulted Receivables in the ordinary course of

and confidentiality procedures, and (d) at reasonably accessible offices in the continental United States designated by the Servicer. Nothing in this Section shall derogate from the obligation of the applicable Originator, the Seller, the Trustee and the Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors and the failure of the Servicer to provide access as provided in this Section as a result of such obligation shall not constitute a breach of this Section. Section 8.07. Delegation of Duties. In the ordinary course of business, the Servicer may at any time delegate any duties hereunder to any Person who agrees to conduct such duties in accordance with the Credit and Collection Policy and this Agreement; provided, however, that at least 30 days prior written notice of such delegation (except for delegations to collection agencies for the collection of Defaulted Receivables in the ordinary course of the Servicer's business as conducted on the Trust Closing Date] shall be given to the Trustee, each Rating Agency, each Series Enhancer and each Series Representative entitled thereto pursuant to the relevant Supplement. Any such delegation shall not relieve the Servicer of its liability and responsibility with respect to its duties hereunder, and shall not constitute a resignation within the meaning of Section 8.05 hereof. Section 8.08. Examination of Records. The Seller and the Servicer shall clearly and unambiguously indicate in their respective records that the Receivables have been conveyed to the Trustee, on behalf of the Trust, pursuant to this Agreement for the benefit of the Certificateholders. The Seller and the Servicer shall, prior to the sale or transfer to a third party of any "receivable" held in its custody, examine its records to determine that such "receivable" is not a Receivable for purposes of this Agreement. ARTICLE IX Pay-Out Events Section 9.01. Pay-Out Events. If any one of the following events (each, a "Pay-Out Event") shall occur and be continuing: (a) The Servicer (if Mail-Well I Corporation or any of its Affiliates) or the Seller (i) shall fail to perform or observe any term, covenant or agreement under this Agreement, any Supplement or the Purchase Agreement (other than as referred to in clause (ii) of this subsection (a)) and such failure shall remain unremedied for ten Business Days or (ii) shall fail to make when due any payment or deposit to be made by it under this Agreement, any Supplement or the Purchase Agreement provided, that if such failure is a failure to pay Interest or Fees, such failure shall remain unremedied for one Business Day after the due date for such Interest or Fees; or (b) The Seller or any Originator shall fail to transfer to the Trust when requested any rights, pursuant to this Agreement, which the Seller or such Originator then has as Servicer; or (c) Any representation or warranty made or deemed made by the Seller or the Servicer or any Affiliate thereof (or any of their respective officers) under or in connection with this Agreement, any Supplement, the Purchase Agreement or any document related hereto or thereto or any information or report delivered by the Seller or the Servicer pursuant to this Agreement, any Supplement, the Purchase Agreement or any document related hereto or thereto shall prove to have been incorrect or untrue in any material respect when made or deemed made or delivered; or 54

(d) The Seller or any Originator shall fail to perform or observe any other term, covenant or agreement contained in this Agreement, any Supplement or the Purchase Agreement on its part to be performed or observed and any such failure shall remain unremedied for 10 days after written notice thereof shall have been given to the Seller by the Trustee, the Series Representative or the Holders of 50% of the Certificates; or (e) The Seller or any Originator shall fail to pay any principal of or premium or interest on any of its Indebtedness which is outstanding in a principal amount of at least $5,000,000 in the aggregate when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness; or any other event shall occur or condition shall exist under any agreement or instrument

(d) The Seller or any Originator shall fail to perform or observe any other term, covenant or agreement contained in this Agreement, any Supplement or the Purchase Agreement on its part to be performed or observed and any such failure shall remain unremedied for 10 days after written notice thereof shall have been given to the Seller by the Trustee, the Series Representative or the Holders of 50% of the Certificates; or (e) The Seller or any Originator shall fail to pay any principal of or premium or interest on any of its Indebtedness which is outstanding in a principal amount of at least $5,000,000 in the aggregate when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness; or any other event shall occur or condition shall exist under any agreement or instrument relating to any such Indebtedness and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such Indebtedness; or any such Indebtedness shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), redeemed, purchased or defeased, or an offer to repay, redeem, purchase or defease such Indebtedness shall be required to be made, in each case prior to the stated maturity thereof; or (f) Any purchase or any reinvestment pursuant to this Agreement shall for any reason (other than pursuant to the terms hereof) cease to create a valid and perfected first priority ownership interest to the extent of the pertinent Receivable and the Related Security and Collections with respect thereto; or the security interest created pursuant to Section 2.01 shall for any reason cease to be a valid first priority security interest in the collateral security referred to in that section; or (g) A termination event specified in Section 7.01 of the Purchase Agreement shall occur, or the Purchase Agreement shall cease to be in full force and effect; or (h) All of the outstanding capital stock of the Seller shall cease to be owned, directly or indirectly, by Mail-Well I Corporation; or (i) The Seller is determined by the SEC or other regulatory body to be an investment company within the meaning of the Investment Company Act of 1940, as amended; or (j) As of any date, the Dilution Ratio shall exceed 5%; or (k) As of any date, the average Default Ratio for the preceding three Monthly Periods shall exceed 8%; or (l) As of each Distribution Date, the sum of the Net Receivables Pool Balance as of the end of the Monthly Period ending prior to such Distribution Date plus amounts on deposit in the Special Funding Account on such Distribution Date shall be less than 100% of the sum of the aggregate outstanding Invested Amount of all Series; or (m) An Insolvency Event shall occur with respect to the Seller, the Holder of the Seller Certificate or Mail-Well I Corporation; (n) The Trust shall become an "investment company" within the meaning of the Investment Company Act; or 55

(o) The Trust is at any time treated as an association taxable as a corporation for federal income tax purposes; or (p) Any event shall occur which adversely affects the characterization of the Investor Certificates as debt for Federal income tax purposes; then a Pay-Out Event shall occur with respect to all Series without any notice or other action on the part of the Trustee or the Investor Certificateholders, immediately upon the occurrence of such event. Section 9.02. Rights upon the Occurrence of Certain Events. (a) If an Insolvency Event occurs with respect to

(o) The Trust is at any time treated as an association taxable as a corporation for federal income tax purposes; or (p) Any event shall occur which adversely affects the characterization of the Investor Certificates as debt for Federal income tax purposes; then a Pay-Out Event shall occur with respect to all Series without any notice or other action on the part of the Trustee or the Investor Certificateholders, immediately upon the occurrence of such event. Section 9.02. Rights upon the Occurrence of Certain Events. (a) If an Insolvency Event occurs with respect to the Seller, the Holder of the Seller Certificate or any Originator, the Seller shall on the day any such Insolvency Event occurs (the "Appointment Date"), immediately cease to transfer Receivables to the Trust and shall promptly give notice to the Trustee thereof. Notwithstanding any cessation of the transfer to the Trust of additional Receivables, Receivables transferred to the Trust prior to the occurrence of such Insolvency Event and Collections in respect of such Receivables, whenever created, accrued in respect of such Receivables, shall continue to be a part of the Trust. Upon the Appointment Date this Agreement and the Trust shall be deemed to have terminated, subject to the liquidation, winding up and dissolution procedures described below. Within 15 days of the Appointment Date, the Trustee shall (i) publish a notice in an Authorized Newspaper that the Trust has terminated and that the Trustee intends to sell, dispose of or otherwise liquidate the Receivables on commercially reasonable terms and in a commercially reasonable manner and (ii) send written notice to Investor Certificateholders and each Series Enhancer or other Person entitled thereto pursuant to the relevant Supplement describing the provisions of this Section and requesting instructions from such Holders. Unless the Trustee shall have received instructions within 90 days from the date notice pursuant to clause (i) above is first published, from (x) Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of each Series or, with respect to any Series with two or more Classes, of each Class, and (y) to the extent provided in the relevant Supplement, the Series Enhancer with respect to such Series, to the effect that such Persons disapprove of the liquidation of the Receivables and wish to continue having Receivables transferred to the Trust as before such Insolvency Event or violation, the Trustee shall promptly sell, dispose of or otherwise liquidate the Receivables in a commercially reasonable manner and on commercially reasonable terms, which shall include the solicitation of competitive bids. The Trustee may obtain a prior determination from the conservator, receiver or liquidator, as the case may be, that the terms and manner of any proposed sale, disposition or liquidation are commercially reasonable. The provisions of Sections 9.01 and 9.02 shall not be deemed to be mutually exclusive. (b) The proceeds from the sale, disposition or liquidation of the Receivables pursuant to paragraph (a) above ("Insolvency Proceeds") shall be immediately deposited in the Collection Account. The Insolvency Proceeds shall be allocated and distributed to Investor Certificateholders in accordance with Article IV and the terms of each Supplement. 56

ARTICLE X Servicer Defaults Section 10.01 Servicer Defaults. (a) If any one of the following events (each a "Servicer Default") shall occur and be continuing: (i) any failure by the Servicer to make any payment, transfer or deposit or to give instructions or notice to the Trustee pursuant to the terms of this Agreement or any Supplement on or before the date occurring five Business Days after the date such payment, transfer or deposit or such instruction or notice is required to be made or given, as the case may be, under the terms of this Agreement or any Supplement; (ii) failure on the part of the Servicer to duly observe or perform any other covenants or agreements of the Servicer set forth in this Agreement or any Supplement which continues unremedied for a period of 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Trustee, or to the Servicer and the Trustee by Holders of Investor Certificates evidencing not less than 50% of the aggregate unpaid principal amount of all Investor Certificates (or, with respect to any such failure that does not relate to all Series, 50% of the aggregate unpaid principal amount of all Series to which such failure

ARTICLE X Servicer Defaults Section 10.01 Servicer Defaults. (a) If any one of the following events (each a "Servicer Default") shall occur and be continuing: (i) any failure by the Servicer to make any payment, transfer or deposit or to give instructions or notice to the Trustee pursuant to the terms of this Agreement or any Supplement on or before the date occurring five Business Days after the date such payment, transfer or deposit or such instruction or notice is required to be made or given, as the case may be, under the terms of this Agreement or any Supplement; (ii) failure on the part of the Servicer to duly observe or perform any other covenants or agreements of the Servicer set forth in this Agreement or any Supplement which continues unremedied for a period of 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Trustee, or to the Servicer and the Trustee by Holders of Investor Certificates evidencing not less than 50% of the aggregate unpaid principal amount of all Investor Certificates (or, with respect to any such failure that does not relate to all Series, 50% of the aggregate unpaid principal amount of all Series to which such failure relates); or the Servicer shall delegate its duties under this Agreement, except as permitted by Sections 8.02 and 8.07; (iii) any representation, warranty or certification made by the Servicer in this Agreement or any Supplement or in any certificate delivered pursuant to this Agreement or any Supplement shall prove to have been incorrect when made which continues to be incorrect for a period of 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Trustee, or to the Servicer and the Trustee by the Holders of Investor Certificates evidencing not less than 50% of the aggregate unpaid principal amount of all Investor Certificates (or, with respect to any such representation, warranty or certification that does not relate to all Series, 50% of the aggregate unpaid principal amount of all Series to which such representation, warranty or certification relates); (iv) an Insolvency Event shall occur with respect to the Servicer; or (v) if the Servicer (if Mail-Well I Corporation) permits the Consolidated Fixed Charge Coverage Ratio, calculated as of the end of each fiscal quarter of the Servicer commencing with the fiscal quarter ended December 31, 1996, for the four fiscal quarters of the Servicer then ended to be less than 1.10 to 1.00. then, so long as such Servicer Default shall not have been remedied, either the Trustee, each Series Representative and the Liquidity Agent, by notice given to the Servicer (and to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement if given by the Investor Certificateholders) (a "Termination Notice"), may terminate all the rights and obligations of the Servicer as Servicer under this Agreement and in and to the Receivables and the proceeds thereof. 57

(b) After receipt by the Servicer of a Termination Notice, and on the date that a Successor Servicer shall have been appointed by the Trustee pursuant to Section 10.02, all authority and power of the Servicer under this Agreement shall pass to and be vested in the Successor Servicer; and, without limitation, the Trustee is hereby authorized and empowered (upon the failure of the Servicer to cooperate) to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments upon the failure of the Servicer to execute or deliver such documents or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights. The Servicer agrees to cooperate with the Trustee and the Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder including, without limitation, the transfer to the Successor Servicer of all authority of the Servicer to service the Receivables provided for under this Agreement, including, without limitation, all authority over all Collections which shall on the date of transfer be held by the Servicer for deposit, or which have been deposited by the Servicer, in the Collection Account or the Canadian Collection Account, or which shall thereafter be received with respect to the Receivables. The Servicer shall promptly transfer its electronic records

(b) After receipt by the Servicer of a Termination Notice, and on the date that a Successor Servicer shall have been appointed by the Trustee pursuant to Section 10.02, all authority and power of the Servicer under this Agreement shall pass to and be vested in the Successor Servicer; and, without limitation, the Trustee is hereby authorized and empowered (upon the failure of the Servicer to cooperate) to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments upon the failure of the Servicer to execute or deliver such documents or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights. The Servicer agrees to cooperate with the Trustee and the Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder including, without limitation, the transfer to the Successor Servicer of all authority of the Servicer to service the Receivables provided for under this Agreement, including, without limitation, all authority over all Collections which shall on the date of transfer be held by the Servicer for deposit, or which have been deposited by the Servicer, in the Collection Account or the Canadian Collection Account, or which shall thereafter be received with respect to the Receivables. The Servicer shall promptly transfer its electronic records relating to the Receivables to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request and shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for the continued servicing of the Receivables in the manner and at such times as the Successor Servicer shall reasonably request. To the extent that compliance with this Section 10.01 shall require the Servicer to disclose to the Successor Servicer information of any kind which the Servicer reasonably deems to be confidential, the Successor Servicer shall be required to enter into such customary licensing and confidentiality agreements as the Servicer shall deem necessary to protect its interests. Section 10.02. Trustee to Act: Appointment of Successor. (a) On and after the receipt by the Servicer of a Termination Notice pursuant to Section 10.01, the Servicer shall continue to perform all servicing functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the Trustee or until a date mutually agreed upon by the Servicer and Trustee. The Trustee shall as promptly as possible after the giving of a Termination Notice appoint an Eligible Servicer as a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Trustee. The Trustee may obtain bids from any potential successor servicer. If (i) the Trustee is unable to obtain any bids from any potential successor servicer, or if no such bid is acceptable to each Series Representative, and (ii) the Servicer delivers to the Trustee an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, and if the Trustee is legally unable to act as Successor Servicer, then the Trustee shall notify each Investor Certificateholder, each Series Representative and any Series Enhancer of the proposed sale of the Receivables and shall provide each Investor Certificateholder and Series Enhancer an opportunity to bid on the Receivables and shall offer the Seller the right of first refusal to purchase the Receivables on terms equivalent to the best purchase offer as determined by the Trustee, but in no event less than an amount equal to the aggregate Invested Amount of all Series on the date of such purchase plus all interest accrued but unpaid on all of the outstanding Investor Certificates at the applicable Certificate Rate, and all fees and expenses under any Supplement due but unpaid through the date of such purchase. The proceeds of such sale shall be deposited in the Collection Account, as provided in the related Supplement, for distribution to the Investor Certificateholders of each outstanding Series and pursuant to each Supplement. Notwithstanding the foregoing, the Trustee may petition a court of competent jurisdiction to appoint any established institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of receivables as the Successor Servicer hereunder. The Trustee shall give 58

prompt notice of the appointment of a Successor Servicer to each Rating Agency, each Series Enhancer and each Series Representative entitled thereto pursuant to the applicable Supplement. (b) Upon its appointment, the Successor Servicer shall be the successor in all respects to the Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities (except for liabilities arising during the period of time when the prior Servicer was performing and acting as Servicer) relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to the Successor Servicer.

prompt notice of the appointment of a Successor Servicer to each Rating Agency, each Series Enhancer and each Series Representative entitled thereto pursuant to the applicable Supplement. (b) Upon its appointment, the Successor Servicer shall be the successor in all respects to the Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities (except for liabilities arising during the period of time when the prior Servicer was performing and acting as Servicer) relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to the Successor Servicer. (c) In connection with any Termination Notice, the Trustee will review any bids which it obtains from Eligible Servicers and shall be permitted to, upon receiving the written consent of the Series Representative, (i) appoint any Eligible Servicer submitting such a bid as a Successor Servicer and (ii) make such arrangements for the compensation of the Successor Servicer out of Collections as it and such Successor Servicer shall agree; provided, however, that no such monthly compensation paid out of Collections shall be in excess of such aggregate Servicing Fees. The Holder of the Seller Certificate agrees that, if Mail-Well I Corporation (or any Successor Servicer) is terminated as Servicer hereunder, the portion of the Collections in respect of Receivables that the Holder of the Seller Certificate is entitled to receive pursuant to this Agreement or any Supplement shall be reduced by an amount sufficient to pay the Holder of the Seller Certificate share (determined by reference to the Supplements with respect to any outstanding Series) of the compensation of the Successor Servicer. (d) All authority and power granted to the Successor Servicer under this Agreement shall automatically cease and terminate upon termination of the Trust pursuant to Section 12.01 and shall pass to and be vested in the Seller and, without limitation, the Seller is hereby authorized and empowered to execute and deliver, on behalf of the Successor Servicer, as attorney-in-fact or otherwise, all documents and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights. The Successor Servicer agrees to cooperate with the Seller in effecting the termination of the responsibilities and rights of the Successor Servicer to conduct servicing on the Receivables. The Successor Servicer shall transfer its electronic records relating to the Receivables to the Seller in such electronic form as the Seller may reasonably request and shall transfer all other records, correspondence and documents to the Seller in the manner and at such times as the Seller shall reasonably request. To the extent that compliance with this Section 10.02 shall require the Successor Servicer to disclose to the Seller information of any kind which the Successor Servicer deems to be confidential, the Seller shall be required to enter into such customary licensing and confidentiality agreements as the Successor Servicer shall deem necessary to protect its interests. Section 10.03. Notification to Certificateholders. Within one Business Day after the Servicer becomes aware of any Servicer Default, the Servicer shall give notice thereof to the Trustee, each Rating Agency, each Series Enhancer and each Series Representative entitled thereto pursuant to the relevant Supplement and the Trustee shall give notice to the Investor Certificateholders. Upon any termination or appointment of a Successor Servicer pursuant to this Article, the Trustee shall give prompt notice thereof to the Investor Certificateholders. 59

ARTICLE XI The Trustee Section 11.01. Duties of Trustee. (a) The Trustee, prior to the occurrence of a Servicer Default and after the curing of all Servicer Defaults which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. If a Servicer Default has occurred (which has not been cured or waived) the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. (b) Subject to Section 11.01(a), no provision of this Agreement shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct; provided, however, that:

ARTICLE XI The Trustee Section 11.01. Duties of Trustee. (a) The Trustee, prior to the occurrence of a Servicer Default and after the curing of all Servicer Defaults which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. If a Servicer Default has occurred (which has not been cured or waived) the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. (b) Subject to Section 11.01(a), no provision of this Agreement shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct; provided, however, that: (i) the Trustee shall not be personally liable for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was grossly negligent in ascertaining the pertinent facts; (ii) the Trustee shall not be personally liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of the Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of all Investor Certificates (or, with respect to any such action that does not relate to all Series, 50% of the aggregate unpaid principal amount of the Investor Certificates of all Series to which such action relates) relating to the administration of the Trust under the terms of this Agreement, including, without limitation, the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Agreement; and (iii) the Trustee shall not be charged with knowledge of any failure or breach by the Servicer to comply with the obligations of the Servicer referred to in clauses (i), (ii) and (iii) of Section 10.01(a) unless a Responsible Officer of the Trustee obtains actual knowledge of such failure or breach or the Trustee receives written notice of such failure or breach from the Servicer, any Holders of Investor Certificates evidencing not less than 10% of the aggregate unpaid principal amount of all Investor Certificates (or, with respect to any such failure or breach that does not relate to all Series, 10% of the aggregate unpaid principal amount of all Investor Certificates of all Series to which such failure or breach relates) or the Series Enhancers for all Series to which such failure or breach relates. (c) The Trustee shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder or thereunder and none of the provisions contained in this Agreement shall in any event require the Trustee to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer under this Agreement except during such time, if any, as the Trustee 60

shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Servicer in accordance with the terms of this Agreement. (d) Except for actions expressly authorized by this Agreement, the Trustee shall take no action reasonably likely to (i) impair the interests of the Trust in any Receivable now existing or hereafter created or (ii) impair the value of any Receivable now existing or hereafter created. (e) The Trustee shall have no power to vary the corpus of the Trust, except as expressly provided in this Agreement. (f) In the event that the Paying Agent or the Transfer Agent and Registrar shall fail to perform any obligation, duty or agreement in the manner or on the day required to be performed by the Paying Agent or the Transfer Agent and Registrar, as the case may be, under this Agreement, the Trustee shall be obligated as soon as possible upon

shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Servicer in accordance with the terms of this Agreement. (d) Except for actions expressly authorized by this Agreement, the Trustee shall take no action reasonably likely to (i) impair the interests of the Trust in any Receivable now existing or hereafter created or (ii) impair the value of any Receivable now existing or hereafter created. (e) The Trustee shall have no power to vary the corpus of the Trust, except as expressly provided in this Agreement. (f) In the event that the Paying Agent or the Transfer Agent and Registrar shall fail to perform any obligation, duty or agreement in the manner or on the day required to be performed by the Paying Agent or the Transfer Agent and Registrar, as the case may be, under this Agreement, the Trustee shall be obligated as soon as possible upon actual knowledge of a Responsible Officer thereof and receipt of appropriate records, if any, to perform such obligation, duty or agreement in the manner so required. (g) If the Seller has agreed to transfer any of its receivables (other than the Receivables) to another Person, upon the written request of the Seller, the Trustee will enter into such intercreditor agreements with the transferee of such receivables as are customary and necessary to separately identify the rights of the Trust and such other Person in the Seller's receivables; provided that the Trustee shall not be required to enter into any intercreditor agreement which could adversely affect the interests of the Certificateholders and, upon the request of the Trustee, the Seller will deliver an Opinion of Counsel on any matters relating to such intercreditor agreement, reasonably requested by the Trustee. Section 11.02. Certain Matters Affecting the Trustee. Except as otherwise provided in Section 11.01: (a) the Trustee may conclusively rely on and shall be protected in acting on, or in refraining from acting in accord with, any resolution, Officer's Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented to it pursuant to this Agreement by the proper party or parties; (b) the Trustee may consult with counsel, and any advice of such counsel or Opinion of Counsel shall be full and complete authorization and protection from any liability in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel; (c) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement or any Enhancement Agreement, or to institute, conduct or defend any litigation hereunder or thereunder or in relation to this Agreement or any Enhancement Agreement, at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this Agreement or any Enhancement Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; nothing contained herein shall, however, relieve the Trustee of the obligations, upon the occurrence of any Servicer Default (which has not been cured) to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in its 61

exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs; (d) the Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (e) the Trustee shall not be required to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of all Investor Certificates (or with respect to any such matters that do

exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs; (d) the Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (e) the Trustee shall not be required to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of all Investor Certificates (or with respect to any such matters that do not relate to all Series, 50% of the aggregate unpaid principal amount of the Investor Certificates of all Series to which such matters relate); (f) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian, and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent, attorney or custodian appointed with due care by it hereunder; and (g) except as may be required by subsection 11.01(a) hereof, the Trustee shall not be required to make any initial or periodic examination of any documents or records related to the Receivables for the purpose of establishing the presence or absence of defects, the compliance by the Seller with its representations and warranties or for any other purpose. Section 11.03. Trustee Not Liable for Recitals in Certificates. The Trustee assumes no responsibility for the correctness of the recitals contained herein and in the Certificates (other than the certificate of authentication on the Certificates). Except as set forth in Section 11.15, the Trustee makes no representations as to the validity or sufficiency of this Agreement or any Supplement or of the Certificates (other than the certificate of authentication on the Certificates) or of any Receivable or related document. The Trustee shall not be accountable for the use or application by the Seller of any of the Certificates or of the proceeds of such Certificates, or for the use or application of any funds paid to the Seller or the Holder of the Seller Certificate in respect of the Receivables or deposited in or withdrawn from the Collection Account, Canadian Collection Account, any Series Accounts or any other accounts hereafter established to effectuate the transactions contemplated by this Agreement and in accordance with the terms of this Agreement. Section 11.04. Trustee May Own Certificates. The Trustee in its individual or any other capacity may become the owner or pledgee of Certificates and may otherwise deal, and transact banking business, with the Servicer and the Seller with the same rights as it would have if it were not the Trustee. Section 11.05. The Seller To Pay Trustee's Fees and Expenses. (a) The Seller covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to receive, reasonable compensation (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) for all services rendered by it in the execution of the trust hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, and the Seller will pay or reimburse the Trustee (without reimbursement from the Collection Account, Canadian Collection Account or otherwise) upon its request for all reasonable expenses, 62

disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement or any Enhancement Agreement (including the reasonable fees and expenses of its agents, any cotrustee and counsel) except any such expense, disbursement or advance as may arise from its own gross negligence or wilful misconduct and except as provided in the following sentence. If the Trustee is appointed Successor Servicer pursuant to Section 10.02, the provisions of this Section 11.05 shall not apply to expenses, disbursements and advances made or incurred by the Trustee in its capacity as Successor Servicer. (b) The obligations of the Seller and the Servicer under Sections 7.04 and 8.04 respectively and this Section 11.05 shall survive the termination of the Trust and the resignation or removal of the Trustee.

disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement or any Enhancement Agreement (including the reasonable fees and expenses of its agents, any cotrustee and counsel) except any such expense, disbursement or advance as may arise from its own gross negligence or wilful misconduct and except as provided in the following sentence. If the Trustee is appointed Successor Servicer pursuant to Section 10.02, the provisions of this Section 11.05 shall not apply to expenses, disbursements and advances made or incurred by the Trustee in its capacity as Successor Servicer. (b) The obligations of the Seller and the Servicer under Sections 7.04 and 8.04 respectively and this Section 11.05 shall survive the termination of the Trust and the resignation or removal of the Trustee. (c) In the case of a sale, disposition or liquidation of the Receivables pursuant to Section 9.02(a), the Trustee shall be entitled to retain from any amounts distributable to the Seller pursuant to Article IV or any Supplement from the Insolvency Proceeds an amount equal to the Trustee's expenses in connection with such sale, disposition or liquidation and the performance by the Trustee of the procedures set forth in Section 9.02(a). Section 11.06. Eligibility Requirements for Trustee. The Trustee hereunder shall at all times (a) be a bank or a corporation organized and doing business under the laws of the United States or any state thereof that qualifies as a "bank" (as defined in the Investment Company Act), (b) be authorized under applicable law to exercise corporate trust powers, (c) have a combined capital and surplus of at least $50,000,000, (d) be subject to supervision or examination by Federal or state authority, and (e) have any credit or deposit rating required by any Rating Agency. If such bank publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purpose of this Section 11.06, the combined capital and surplus of such bank shall be conclusively deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In no event shall any "affiliate" (as defined in Rule 405 under the Act) of the Trust or any Person involved in the organization or operation of the Trust be eligible to act as Trustee, nor shall any Person that offers or actually does provide any credit or credit enhancement to the Trust be eligible to act as Trustee. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 11.06, the Trustee shall resign immediately in the manner and with the effect specified in Section 11.07. Section 11.07. Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trust hereby created by giving written notice thereof to the Seller and the Servicer. Upon receiving such notice of resignation, the Seller shall (i) promptly appoint a successor trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee and (ii) provide written notice to each Rating Agency of such resignation. If no successor trustee shall have been so appointed and have accepted within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. (b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 11.06 and shall fail to resign after written request therefor by the Servicer or the Seller, or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, the Seller may, but shall not be required to, remove the Trustee and 63

promptly appoint a successor trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee. (c) Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section 11.07 shall not become effective until acceptance of appointment by the successor trustee as provided in Section 11.08 and any liability of the Trustee arising hereunder shall survive such appointment of a successor trustee. Section 11.08. Successor Trustee. (a) Any successor trustee appointed as provided in Section 11.07 shall

promptly appoint a successor trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee. (c) Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section 11.07 shall not become effective until acceptance of appointment by the successor trustee as provided in Section 11.08 and any liability of the Trustee arising hereunder shall survive such appointment of a successor trustee. Section 11.08. Successor Trustee. (a) Any successor trustee appointed as provided in Section 11.07 shall execute, acknowledge and deliver to the Seller, to the Servicer and to its predecessor Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee herein. The predecessor Trustee shall deliver to the successor trustee all documents and statements held by it hereunder, and the Seller and the predecessor Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations. (b) No successor trustee shall or shall be eligible to accept appointment as provided in this Section 11.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 11.06. (c) Upon acceptance of appointment by a successor trustee as provided in this Section, such successor trustee shall provide notice of such succession hereunder to all Investor Certificateholders and the Servicer shall provide such notice to each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement. Section 11.09. Merger or Consolidation of Trustee. Any Person into which the Trustee may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Person succeeding to the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be eligible under the provisions of Section 11.06, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. Section 11.10. Appointment of Co-Trustee or Separate Trustee. (a) Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust may at the time be located, the Trustee shall have the power and may execute and deliver all instruments to appoint one or more Persons to act as a co-trustee or co-trustees, or separate trustee or separate trustees, of all or any part of the Trust, and to vest in such Person or Persons, in such capacity and for the benefit of the Certificateholders, such title to the Trust, or any part thereof, and, subject to the other provisions of this Section 11.10, such powers, duties, obligations, rights and trusts as the Trustee may consider necessary or desirable; provided, however, that the Trustee shall exercise due care in the appointment of any co-trustee. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 11.06 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under Section 11.08. 64

(b) Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee or co- trustee jointly (it being understood that such separate trustee or co- trustee is not authorized to act separately without the Trustee joining in such act) except to the extent that under any laws of any jurisdiction in which any particular act or acts are to be performed (whether as Trustee hereunder or as successor to the Servicer hereunder) the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations

(b) Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee or co- trustee jointly (it being understood that such separate trustee or co- trustee is not authorized to act separately without the Trustee joining in such act) except to the extent that under any laws of any jurisdiction in which any particular act or acts are to be performed (whether as Trustee hereunder or as successor to the Servicer hereunder) the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Trustee; (ii) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and (iii) the Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co- trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article XI. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee. Every such instrument shall be filed with the Trustee and a copy thereof given to the Servicer. (d) Any separate trustee or co-trustee may at any time appoint the Trustee its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect to this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. Section 11.11. Tax Return. In the event the Trust shall be required to file tax returns, the Servicer shall prepare or shall cause to be prepared any tax returns required to be filed by the Trust and shall remit such returns to the Trustee for signature at least five Business Days before such returns are due to be filed; the Trustee shall promptly, but in any event within two Business Days of receipt, sign such returns and deliver such returns after signature to the Servicer and such returns shall be filed by the Servicer. The Servicer in accordance with the terms of each Supplement shall also prepare or shall cause to be prepared all tax information required by law to be distributed to Investor Certificateholders. The Trustee upon request, will furnish the Servicer with all such information known to the Trustee as may be reasonably required in connection with the preparation of all tax returns of the Trust. In no event shall the Trustee or the Servicer (except as provided in Sections 7.04 or 8.04) be liable for any liabilities, costs or expenses of the Trust or the Investor Certificateholders 65

arising under any tax law, including without limitation Federal, state, local or foreign income or excise taxes or any other tax imposed or measured by income (or any interest or penalty with respect thereto or arising from a failure to comply therewith). Section 11.12. Trustee May Enforce Claims Without Possession of Certificates. All rights of action and claims under this Agreement or the Certificates may be prosecuted and enforced by the Trustee without the possession of any of the Certificates or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee. Any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Certificateholders in respect of which such judgment has been obtained.

arising under any tax law, including without limitation Federal, state, local or foreign income or excise taxes or any other tax imposed or measured by income (or any interest or penalty with respect thereto or arising from a failure to comply therewith). Section 11.12. Trustee May Enforce Claims Without Possession of Certificates. All rights of action and claims under this Agreement or the Certificates may be prosecuted and enforced by the Trustee without the possession of any of the Certificates or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee. Any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Certificateholders in respect of which such judgment has been obtained. Section 11.13. Suits for Enforcement. If a Servicer Default shall occur and be continuing, the Trustee, in its discretion may, subject to the provisions of Sections 10.01 and 11.14, proceed to protect and enforce its rights and the rights of the Certificateholders under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this Agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy as the Trustee, being advised by counsel, shall deem most effectual to protect and enforce any of the rights of the Trustee or the Certificateholders. Section 11.14. Rights of Certificateholders to Direct Trustee. Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of all Investor Certificates (or, with respect to any remedy, trust or power that does not relate to all Series, 50% of the aggregate unpaid principal amount of the Investor Certificates of all Series to which such remedy, trust or power relates) shall have the right to direct the Trustee with respect to all matters relating to the administration of the Trust under the terms of this Agreement, including, without limitation, the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee relating to such proceeding; provided, however, that, subject to Section 11.01, the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel determines that the action so directed may not lawfully be taken, or if the Trustee in good faith shall, by a Responsible Officer or Responsible Officers of the Trustee, determine that the proceedings so directed would be illegal or involve it in personal liability or be unduly prejudicial to the rights of Certificateholders not parties to such direction; and provided further that nothing in this Agreement shall impair the right of the Trustee to take any action deemed proper by the Trustee and which is not inconsistent with such direction. Section 11.15. Representations and Warranties of Trustee. The Trustee represents and warrants as of each Closing Date that: (a) the Trustee is a national banking association organized, existing and in good standing under the laws of the United States; (b) the Trustee has full power, authority and right to execute, deliver and perform this Agreement and each Supplement, and has taken all necessary action to authorize the execution, delivery and performance by it of this Agreement and each Supplement; and (c) this Agreement and each Supplement has been duly executed and delivered by the Trustee and is a binding obligation of the Trustee enforceable against the Trustee in accordance 66

with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors' rights in general and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity). Section 11.16. Maintenance of Office or Agency. The Trustee will maintain at its expense an office or agency (the "Corporate Trust Office") where notices and demands to or upon the Trustee in respect of the Certificates

with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors' rights in general and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity). Section 11.16. Maintenance of Office or Agency. The Trustee will maintain at its expense an office or agency (the "Corporate Trust Office") where notices and demands to or upon the Trustee in respect of the Certificates and this Agreement may be served in the City of New York. The Corporate Trust Office shall initially be located at Norwest Trust Company, 3 New York Plaza, New York, New York 10004. The Trustee will give prompt notice to the Servicer and to Investor Certificateholders of any change in the location of the Certificate Register or any such office or agency. Section 11.17. Confidentiality. Information provided by any Originator or the Seller to the Trustee related to the transactions effected hereunder, including all information related to the Obligors with respect to the Receivables, and any computer software provided to the Trustee in connection with the transactions effected hereunder or under any Supplement, in each case whether in the form of documents, reports, lists, tapes, discs or any other form, shall be "Confidential Information". The Trustee and its agents, representatives or employees shall at all times maintain the confidentiality of all Confidential Information and shall not, without the prior written consent of the applicable Originator or the Seller, as applicable, disclose to third parties (including Certificateholders) or use such information, in any manner whatsoever, in whole or in part, except as expressly permitted under this Agreement or under any Supplement or as required to fulfill an obligation of the Trustee under this Agreement or under any Supplement, in which case such Confidential Information shall be revealed only to the extent expressly permitted or only to the Trustee's agents, representatives and employees who need to know such Confidential Information to the extent required for the purpose of fulfilling an obligation of the Trustee under this Agreement or under any Supplement. Notwithstanding the above, Confidential Information may be disclosed to the extent required by law or legal process, provided that the Trustee gives prompt written notice to the applicable Originator or the Seller (unless such notice is prohibited under any Requirement of Law), as applicable, of the nature and scope of such disclosure, so that the Seller may request a protective order or other appropriate remedy. ARTICLE XII Termination Section 12.01. Termination of Trust. The Trust and the respective obligations and responsibilities of the Seller, the Servicer and the Trustee created hereby (other than the obligation of the Trustee to make payments to Investor Certificateholders as hereinafter set forth) shall terminate, except with respect to the duties described in Sections 7.04, 8.04 and 12.02(b), upon the earliest of (i) November 15, 2002, (ii) the day following the Distribution Date on which the Invested Amount for each Series is zero (provided that the Seller has delivered a written notice to the Trustee electing to terminate the Trust) and (iii) the Appointment Date. Section 12.02. Final Distribution. (a) The Servicer shall give the Trustee at least 15 days prior notice of the Distribution Date on which the Investor Certificateholders of any Series or Class may surrender their Investor Certificates for payment of the final distribution on and cancellation of such Investor Certificates (or, in the event of a final distribution resulting from the application of Section 2.06 or 9.02, notice of such Distribution Date promptly after the Servicer has determined that a 67

final distribution will occur, if such determination is made less than 15 days prior to such Distribution Date). Such notice shall be accompanied by an Officer's Certificate setting forth the information specified in Section 3.05 covering the period during the then current calendar year through the date of such notice. Not later than the fifth day of the month in which the final distribution in respect of such Series or Class is payable to Investor Certificateholders, the Trustee shall provide notice to Investor Certificateholders of such Series or Class specifying (i) the date upon which final payment of such Series or Class will be made upon presentation and surrender of Investor Certificates of such Series or Class at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such payment date is not

final distribution will occur, if such determination is made less than 15 days prior to such Distribution Date). Such notice shall be accompanied by an Officer's Certificate setting forth the information specified in Section 3.05 covering the period during the then current calendar year through the date of such notice. Not later than the fifth day of the month in which the final distribution in respect of such Series or Class is payable to Investor Certificateholders, the Trustee shall provide notice to Investor Certificateholders of such Series or Class specifying (i) the date upon which final payment of such Series or Class will be made upon presentation and surrender of Investor Certificates of such Series or Class at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such payment date is not applicable, payments being made only upon presentation and surrender of such Investor Certificates at the office or offices therein specified (which, in the case of Bearer Certificates, shall be outside the United States). The Trustee shall give such notice to the Transfer Agent and Registrar and the Paying Agent at the time such notice is given to Investor Certificateholders. (b) Notwithstanding a final distribution to the Investor Certificateholder of any Series or Class (or the termination of the Trust), except as otherwise provided in this paragraph, all funds then on deposit in the Lockbox Accounts, the Concentration Account, the Collection Account, the Canadian Accounts, the Canadian Collection Account, the Special Funding Account and any Series Account allocated to such Investor Certificateholders shall continue to be held in trust for the benefit of such Investor Certificateholders and the Paying Agent or the Trustee shall pay such funds to such Investor Certificateholders upon surrender of their Investor Certificates (and any excess shall be paid in accordance with the terms of any relevant Enhancement Agreement). In the event that all such Investor Certificateholders shall not surrender their Investor Certificates for cancellation within six months after the date specified in the notice from the Trustee described in paragraph (a), the Trustee shall give a second notice to the remaining such Investor Certificateholders to surrender their Investor Certificates for cancellation and receive the final distribution with respect thereto (which surrender and payment, in the case of Bearer Certificates, shall be outside the United States). If within one year after the second notice all such Investor Certificates shall not have been surrendered for cancellation, the Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Investor Certificateholders concerning surrender of their Investor Certificates, and the cost thereof shall be paid out of the funds in the Collection Account (and to the extent that such costs exceed the funds therein, the Canadian Collection Account) are insufficient or any Series Account held for the benefit of such Investor Certificateholders. The Trustee and the Paying Agent shall pay to the Seller any moneys held by them for the payment of principal or interest that remains unclaimed for two years. After payment to the Seller, Investor Certificateholders entitled to the money must look to the Seller for payment as general creditors unless an applicable abandoned property law designates another Person. (c) In the event that the Invested Amount with respect to any Series is greater than zero on its Series Termination Date or such earlier date as is specified in the related Supplement (after giving effect to deposits and distributions otherwise to be made on such date), the Trustee will sell or cause to be sold on such Series Termination Date, in accordance with the procedures and subject to the conditions described in such Supplement, Receivables (or interests therein) in an amount equal to the Invested Amount with respect to such Series on such date (after giving effect to such deposits and distributions; provided, however, that in no event shall such amount exceed such Series' allocable share of Receivables on such Series Termination Date). The proceeds from any such sale shall be allocated and distributed in accordance with the terms of the applicable Supplement. Section 12.03. Seller's Termination Rights. Subject to Section 12.02(b), upon the termination of the Trust pursuant to Section 12.01 and the surrender of the Seller Certificate, the 68

Trustee shall sell, assign and convey to the Seller or its designee, without recourse, representation or warranty, all right, title and interest of the Trust in the Receivables, whether then existing or thereafter created, all moneys due or to become due and all amounts received with respect thereto and all proceeds thereof. The Trustee shall execute and deliver such instruments of transfer and assignment, in each case without recourse, as shall be reasonably requested by the Seller to vest in the Seller or its designee all right, title and interest which the Trust had in the Receivables and such other related assets. Section 12.04. Defeasance. Notwithstanding anything to the contrary in this Agreement or any Supplement:

Trustee shall sell, assign and convey to the Seller or its designee, without recourse, representation or warranty, all right, title and interest of the Trust in the Receivables, whether then existing or thereafter created, all moneys due or to become due and all amounts received with respect thereto and all proceeds thereof. The Trustee shall execute and deliver such instruments of transfer and assignment, in each case without recourse, as shall be reasonably requested by the Seller to vest in the Seller or its designee all right, title and interest which the Trust had in the Receivables and such other related assets. Section 12.04. Defeasance. Notwithstanding anything to the contrary in this Agreement or any Supplement: (a) The Seller may at its option be discharged from its obligations hereunder with respect to any Series or all outstanding Series (the "Defeased Series") on the date the applicable conditions set forth in Section 12.04(c) are satisfied ("Defeasance"); provided, however, that the following rights, obligations, powers, duties and immunities shall survive with respect to the Defeased Series until otherwise terminated or discharged hereunder: (i) the rights of Holders of Investor Certificates of the Defeased Series to receive, solely from the trust fund provided for in Section 12.04(c), payments in respect of principal of and interest on such Investor Certificates when such payments are due; (ii) the Seller's obligations with respect to such Certificates under Sections 6.04 and 6.05; (iii) the rights, powers, trusts, duties and immunities of the Trustee, the Paying Agent and the Transfer Agent and Registrar hereunder; and (iv) this Section 12.04. (b) Subject to Section 12.04(c), the Seller at its option may cause Collections allocated to the Defeased Series and available to purchase additional Receivables to be applied to purchase Eligible Investments rather than additional Receivables. (c) The following shall be the conditions to Defeasance under Section 12.04(a): (i) the Seller irrevocably shall have deposited or assigned, or caused to be deposited or assigned, with the Trustee, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds in trust for making the payments described below, (A) dollars in an amount, (B) Eligible Investments which through the scheduled payment of principal and interest in respect thereof will provide, not later than the due date of payment thereon, money in an amount, (C) interest rate swaps, caps or other hedging agreements from an Eligible Institution, or (D) a combination thereof, in each case sufficient to pay and discharge, and, which shall be applied by the Trustee to pay and discharge, all remaining scheduled interest and principal payments on all outstanding Investor Certificates of the Defeased Series on the dates scheduled for such payments in this Agreement and the applicable Supplements and all amounts owing to the Series Enhancers with respect to the Defeased Series; (ii) prior to its first exercise of its right pursuant to this Section 12.04 with respect to a Defeased Series to substitute money or Eligible Investments for Receivables, the Seller shall have delivered to the Trustee a Tax Opinion with respect to such deposit and termination of obligations and an Opinion of Counsel to the effect that such deposit and termination of obligations will not result in the Trust being required to register as an "investment company" within the meaning of the Investment Company Act; (iii) the Seller shall have delivered to the Trustee and each Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer's Certificate of the Seller stating that the Seller reasonably believes that such deposit and termination of obligations will not, based on the facts known to such officer at the time of such certification, then cause a PayOut Event or any event that, with the giving of notice or the lapse of time, would constitute a Pay-Out Event to occur with respect to any Series; and (iv) the Rating Agency Condition has been satisfied. 69

ARTICLE XIII Miscellaneous Provisions Section 13.01. Amendment; Waiver of Past Defaults. (a) This Agreement or any Supplement may be amended from time to time (including, without limitation, in connection with (i) adding covenants, restrictions or conditions of the Seller, such further covenants, restrictions or conditions as its Board of Directors and the Trustee shall consider to be for the benefit or protection of the Investor Certificateholders, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or Pay-Out Event permitting the enforcement of all or any of the several remedies provided in this Agreement as herein set forth; provided, however, that in respect of any such additional covenant, restriction or condition such

ARTICLE XIII Miscellaneous Provisions Section 13.01. Amendment; Waiver of Past Defaults. (a) This Agreement or any Supplement may be amended from time to time (including, without limitation, in connection with (i) adding covenants, restrictions or conditions of the Seller, such further covenants, restrictions or conditions as its Board of Directors and the Trustee shall consider to be for the benefit or protection of the Investor Certificateholders, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or Pay-Out Event permitting the enforcement of all or any of the several remedies provided in this Agreement as herein set forth; provided, however, that in respect of any such additional covenant, restriction or condition such amendment may provide for a particular period of grace after default or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default, (ii) curing any ambiguity or correcting or supplementing any provision contained herein or in any Supplement which may be defective or inconsistent with any other provision contained herein or in any Supplement or to surrender any right or power conferred upon the Seller, (iii) the assumption by another entity, in accordance with the provisions of this Agreement, of the Seller's obligations hereunder, or (iv) the provision of additional Series Enhancement for the benefit of Certificateholders of any Series) by the Servicer, the Seller and the Trustee without the consent of any of the Certificateholders, provided that (x) the Seller shall have delivered to the Trustee an Officer's Certificate to the effect that the Seller reasonably believes that such action shall not adversely affect in any material respect the interests of any Investor Certificateholder and (y) the Rating Agency Condition shall have been satisfied with respect to any such amendment. (b) This Agreement or any Supplement may also be amended from time to time by the Servicer, the Seller, each Liquidity Agent, each Series Representative and the Trustee, with the consent of the Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of the Investor Certificates of all adversely affected Series, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or any Supplement or of modifying in any manner the rights of the Certificateholders; provided, however, that no such amendment shall (i) reduce in any manner the amount of or delay the timing of any distributions to be made to Investor Certificateholders or deposits of amounts to be so distributed or the amount available under any Series Enhancement without the consent of each affected Certificateholder (provided that any amendment of the terms of a Pay-Out Event shall not be deemed to be within the scope of this clause (i)), (ii) change the definition of or the manner of calculating the interest or priority of any Investor Certificateholder without the consent of each affected Investor Certificateholder, (iii) reduce the aforesaid percentage required to consent to any such amendment without the consent of each Investor Certificateholder or (iv) adversely affect the rating of any Series or Class by each Rating Agency without the consent of all the Holders of Investor Certificates of such Series or Class. Any amendment to be effected pursuant to this paragraph shall be deemed to affect all outstanding Series adversely, other than any Series with respect to which such action shall not, as evidenced by an Opinion of Counsel for the Seller, addressed and delivered to the Trustee, each Liquidity Agent and Series Representative, adversely affect in any material respect the interests of any Investor Certificateholder of such Series. The Trustee may, but shall not be obligated to, enter into any such amendment which affects the Trustee's rights, duties or immunities under this Agreement or otherwise. (c) Promptly after the execution of any such amendment or consent (other than an amendment pursuant to paragraph (a)), the Trustee shall furnish notification of the substance of such 70

amendment to each Investor Certificateholder, and the Servicer shall furnish notification of the substance of such amendment to each Rating Agency, each Series Enhancer and each Series Representative entitled thereto pursuant to the relevant Supplement. (d) It shall not be necessary for the consent of Investor Certificateholders under this Section to approve the particular form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Investor Certificateholders shall be subject to such reasonable requirements as the Trustee may prescribe.

amendment to each Investor Certificateholder, and the Servicer shall furnish notification of the substance of such amendment to each Rating Agency, each Series Enhancer and each Series Representative entitled thereto pursuant to the relevant Supplement. (d) It shall not be necessary for the consent of Investor Certificateholders under this Section to approve the particular form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Investor Certificateholders shall be subject to such reasonable requirements as the Trustee may prescribe. (e) Any Supplement executed solely in accordance with the provisions of Section 6.03 shall not be considered an amendment to this Agreement for the purposes of this Section. (f) The Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of the Investor Certificates of each Series, the Liquidity Agent and the Series Representative, or, with respect to any Series with two or more Classes, of each such Class (or, with respect to any default that does not relate to all Series, 50% of the aggregate unpaid principal amount of the Investor Certificates of each Series to which such default relates or, with respect to any such Series with two or more Classes, of each Class) each Liquidity Agent and Series Representative may, waive any default by the Seller or the Servicer in the performance of their obligations hereunder and its consequences, except the failure to make any distributions required to be made to Investor Certificateholders or to make any required deposits of any amounts to be so distributed. Upon any such waiver of a past default, such default shall cease to exist, and any default arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived. Section 13.02. Protection of Right, Title and Interest to Trust. (a) Servicer shall cause this Agreement, all amendments and supplements hereto and all financing statements and continuation statements and any other necessary documents covering the Certificateholders' and the Trustee's right, title and interest to the Trust to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Certificateholders and the Trustee hereunder to all property comprising the Trust Assets. The Servicer shall deliver to the Trustee file- stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Seller shall cooperate fully with the Servicer in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraph. (b) Within 15 days after the Seller makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with paragraph (a) seriously misleading within the meaning of Section 9-402(7) (or any comparable provision) of the UCC, the Seller shall give the Trustee notice of any such change and shall file such financing statements or amendments as may be necessary to continue the perfection of the Trust's security interest in the Receivables and the proceeds thereof. (c) The Seller and Servicer will give the Trustee prompt notice of any relocation of any office from which it services Receivables or keeps records concerning the Receivables or of its principal executive office and whether, as a result of such relocation, the applicable provisions of the 71

UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall file such financing statements or amendments as may be necessary to perfect or to continue the perfection of the Trust's security interest in the Receivables and the proceeds thereof. The Seller and Servicer will at all times maintain each office from which it services Receivables and its principal executive offices within the United States. Section 13.03. Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust, nor shall such death or incapacity entitle such Certificateholders' legal representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a partition or winding up of the Trust, nor otherwise affect the rights, obligations and

UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall file such financing statements or amendments as may be necessary to perfect or to continue the perfection of the Trust's security interest in the Receivables and the proceeds thereof. The Seller and Servicer will at all times maintain each office from which it services Receivables and its principal executive offices within the United States. Section 13.03. Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust, nor shall such death or incapacity entitle such Certificateholders' legal representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a partition or winding up of the Trust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. (b) No Investor Certificateholder shall have any right by virtue of any provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Investor Certificateholder previously shall have made, and unless the Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of all Investor Certificates (or, with respect to any such action, suit or proceeding that does not relate to all Series, 50% of the aggregate unpaid principal amount of the Investor Certificates of all Series to which such action, suit or proceeding relates) shall have made, a request to the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after such request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Investor Certificateholder with every other Investor Certificateholder and the Trustee, that no one or more Investor Certificateholders shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the Investor Certificates, or to obtain or seek to obtain priority over or preference to any other such Investor Certificateholder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Investor Certificateholders except as otherwise expressly provided in this Agreement. For the protection and enforcement of the provisions of this Section, each and every Investor Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. SECTION 13.04. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. Section 13.05. Notices, Payments. (a) All demands, notices, instructions, directions and communications (collectively, "Notices") under this Agreement shall be in writing and shall be deemed to have been duly given if personally delivered at, mailed by registered mail, return receipt requested, or sent by facsimile transmission 72

(i) in the case of the Seller, to Mail-Well Trade Receivables Corporation 23 Inverness Way East, Suite 160 Englewood, Colorado 80112 Attention: Julie Clark Facsimile no.: 303-397-7401 (ii) in the case of the Servicer, to Mail-Well I Corporation 23 Inverness Way East Englewood, Colorado 80112 Attention: Paul V. Reilly Facsimile no.: 303-397-7400 (iii) in the case of the Trustee, to Norwest Bank Colorado, National Association Corporate Trust and Escrow Services 1740 Broadway Denver, Colorado 80274-8693 Attention: Corporate Trust Facsimile no.: 303-863-5645

(i) in the case of the Seller, to Mail-Well Trade Receivables Corporation 23 Inverness Way East, Suite 160 Englewood, Colorado 80112 Attention: Julie Clark Facsimile no.: 303-397-7401 (ii) in the case of the Servicer, to Mail-Well I Corporation 23 Inverness Way East Englewood, Colorado 80112 Attention: Paul V. Reilly Facsimile no.: 303-397-7400 (iii) in the case of the Trustee, to Norwest Bank Colorado, National Association Corporate Trust and Escrow Services 1740 Broadway Denver, Colorado 80274-8693 Attention: Corporate Trust Facsimile no.: 303-863-5645 (iv) in the case of Moody's, to 99 Church Street New York, New York 10007 Attention of ABS Monitoring Department, 4th Floor Facsimile no.: 212-5534600 (v) in the case of Standard & Poor's, to 26 Broadway New York, New York 10004 Attention of Asset Backed Group 15th Floor Facsimile no.: 212-412-0323 and (vi) to the Paying Agent, the Transfer Agent and Registrar or any other Person, as specified in any Supplement; or, as to each party, at such other address or facsimile number as shall be designated by such party in a written notice to each other party. (b) Any Notice required or permitted to be given to a Holder of Registered Certificates shall be given by firstclass mail, postage prepaid, at the address of such Holder as shown 73

in the Certificate Register. No Notice shall be required to be mailed to a Holder of Bearer Certificates or Coupons but shall be given as provided below. Any Notice so mailed within the time prescribed in this Agreement shall be conclusively presumed to have been duly given, whether or not the Investor Certificateholder receives such Notice. Section 13.06. Rule 144A Information. For so long as any of the Investor Certificates of any Series or Class are "restricted securities" within the meaning of Rule 144(a)(3) under the Act, each of the Seller, the Trustee, the Servicer and any Series Enhancer agrees to cooperate with each other to provide to any Investor Certificateholders of such Series or Class and to any prospective purchaser of Certificates designated by such Investor Certificateholder, upon the request of such Investor Certificateholder or prospective purchaser, any information required to be provided to such holder or prospective purchaser to satisfy the condition set forth in Rule 144A(d)(4) under the Act. Section 13.07. Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall for any reason whatsoever be held invalid, then such provisions shall be deemed severable from the remaining provisions of this Agreement and shall in no way affect the validity or enforceability of the remaining provisions or of the Certificates or the rights of the Certificateholders. Section 13.08. Certificates Nonassessable and Fully Paid. It is the intention of the parties to this Agreement that

in the Certificate Register. No Notice shall be required to be mailed to a Holder of Bearer Certificates or Coupons but shall be given as provided below. Any Notice so mailed within the time prescribed in this Agreement shall be conclusively presumed to have been duly given, whether or not the Investor Certificateholder receives such Notice. Section 13.06. Rule 144A Information. For so long as any of the Investor Certificates of any Series or Class are "restricted securities" within the meaning of Rule 144(a)(3) under the Act, each of the Seller, the Trustee, the Servicer and any Series Enhancer agrees to cooperate with each other to provide to any Investor Certificateholders of such Series or Class and to any prospective purchaser of Certificates designated by such Investor Certificateholder, upon the request of such Investor Certificateholder or prospective purchaser, any information required to be provided to such holder or prospective purchaser to satisfy the condition set forth in Rule 144A(d)(4) under the Act. Section 13.07. Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall for any reason whatsoever be held invalid, then such provisions shall be deemed severable from the remaining provisions of this Agreement and shall in no way affect the validity or enforceability of the remaining provisions or of the Certificates or the rights of the Certificateholders. Section 13.08. Certificates Nonassessable and Fully Paid. It is the intention of the parties to this Agreement that the Certificateholders shall not be personally liable for obligations of the Trust, that the interests in the Trust represented by the Certificates shall be nonassessable for any losses or expenses of the Trust or for any reason whatsoever and that Certificates upon authentication thereof by the Trustee pursuant to Section 6.02 are and shall be deemed fully paid. Section 13.09. Further Assurances. The Seller and the Servicer agree to do and perform, from time to time, any and all acts and to execute any and all further instruments required or reasonably requested by the Trustee more fully to effect the purposes of this Agreement, including the execution of any financing statements or continuation statements relating to the Receivables and other Trust Assets for filing under the provisions of the UCC of any applicable jurisdiction. Section 13.10. Nonpetition Covenant. Notwithstanding any prior termination of this Agreement, the Servicer, the Trustee, the Seller, and each Series Enhancer shall not, prior to the date which is one year and one day after the termination of this Agreement with respect to the Trust, acquiesce, petition or otherwise invoke or cause the Trust to invoke the process of any Governmental Authority for the purpose of commencing or sustaining a case against the Trust under any Federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Trust or any substantial part of its property or ordering the winding-up or liquidation of the affairs of the Trust. Section 13.11. No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of the Trustee or the Certificateholders, any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege under this Agreement preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges provided under this Agreement are cumulative and not exhaustive of any rights, remedies, powers and privileges provided by law. 74 Section 13.12. Counterparts. This Agreement may be executed in two or more counterparts (and by different parties on separate counterparts), each of which shall be an original, but all of which together shall constitute one and the same instrument. Section 13.13. Third-Party Beneficiaries. This Agreement will inure to the benefit of and be binding upon the parties hereto, the Certificateholders, any Series Enhancer (to the extent provided in this Agreement and the related Supplement) and their respective successors and permitted assigns. Except as otherwise expressly provided in this Agreement (including, without limitation, Section 7.04), no other Person will have any right or obligation hereunder. Section 13.14. Actions by Certificateholders. (a) Wherever in this Agreement a provision is made that an action

Section 13.12. Counterparts. This Agreement may be executed in two or more counterparts (and by different parties on separate counterparts), each of which shall be an original, but all of which together shall constitute one and the same instrument. Section 13.13. Third-Party Beneficiaries. This Agreement will inure to the benefit of and be binding upon the parties hereto, the Certificateholders, any Series Enhancer (to the extent provided in this Agreement and the related Supplement) and their respective successors and permitted assigns. Except as otherwise expressly provided in this Agreement (including, without limitation, Section 7.04), no other Person will have any right or obligation hereunder. Section 13.14. Actions by Certificateholders. (a) Wherever in this Agreement a provision is made that an action may be taken or a Notice given by Certificateholders, such action or Notice may be taken or given by any Certificateholder, unless such provision requires a specific percentage of Certificateholders. (b) Any Notice, request, authorization, direction, consent, waiver or other act by the Holder of a Certificate shall bind such Holder and every subsequent Holder of such Certificate and of any Certificate issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done or omitted to be done by the Trustee or the Servicer in reliance thereon, whether or not notation of such action is made upon such Certificate. Section 13.15. Merger and Integration. Except as specifically stated otherwise herein, this Agreement sets forth the entire understanding of the parties relating to the subject matter hereof, and all prior understandings, written or oral, are superseded by this Agreement. This Agreement may not be modified, amended, waived or supplemented except as provided herein. Section 13.16. Headings. The headings herein are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof. Section 13.17. No Proceedings. Each of the Trustee, the Servicer, and each Certificateholder by acceptance of its Certificate, hereby agrees that it will not institute against the Seller or join any other Person in instituting against the Seller, on account of its ownership of the Seller 75

Certificate or its obligations hereunder, any bankruptcy, insolvency, liquidation, readjustment of debt, marshalling of assets or any similar proceeding so long as there shall not have elapsed one year plus one day since the last day on which any Investor Certificates shall have been outstanding. [SIGNATURE PAGE TO FOLLOW.] 76

IN WITNESS WHEREOF, the Seller, the Servicer and the Trustee have caused this Agreement to be duly executed by their respective officers as of the day and year first above written. MAIL-WELL TRADE RECEIVABLES CORPORATION, as Seller By: Name: Title: MAIL-WELL I CORPORATION, as Servicer

Certificate or its obligations hereunder, any bankruptcy, insolvency, liquidation, readjustment of debt, marshalling of assets or any similar proceeding so long as there shall not have elapsed one year plus one day since the last day on which any Investor Certificates shall have been outstanding. [SIGNATURE PAGE TO FOLLOW.] 76

IN WITNESS WHEREOF, the Seller, the Servicer and the Trustee have caused this Agreement to be duly executed by their respective officers as of the day and year first above written. MAIL-WELL TRADE RECEIVABLES CORPORATION, as Seller By: Name: Title: MAIL-WELL I CORPORATION, as Servicer By: Name: Title: NORWEST BANK COLORADO, NATIONAL ASSOCIATION, as Trustee By: Name: Title: 77

EXHIBIT A [FORM OF] SELLER CERTIFICATE THIS SELLER CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NEITHER THIS SELLER CERTIFICATE NOR ANY PORTION HEREOF MAY BE OFFERED OR SOLD EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF SUCH ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION PROVISIONS. THIS SELLER CERTIFICATE IS NOT PERMITTED TO BE TRANSFERRED, ASSIGNED, EXCHANGED OR OTHERWISE PLEDGED OR CONVEYED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. No. R-1 One Unit

IN WITNESS WHEREOF, the Seller, the Servicer and the Trustee have caused this Agreement to be duly executed by their respective officers as of the day and year first above written. MAIL-WELL TRADE RECEIVABLES CORPORATION, as Seller By: Name: Title: MAIL-WELL I CORPORATION, as Servicer By: Name: Title: NORWEST BANK COLORADO, NATIONAL ASSOCIATION, as Trustee By: Name: Title: 77

EXHIBIT A [FORM OF] SELLER CERTIFICATE THIS SELLER CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NEITHER THIS SELLER CERTIFICATE NOR ANY PORTION HEREOF MAY BE OFFERED OR SOLD EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF SUCH ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION PROVISIONS. THIS SELLER CERTIFICATE IS NOT PERMITTED TO BE TRANSFERRED, ASSIGNED, EXCHANGED OR OTHERWISE PLEDGED OR CONVEYED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. No. R-1 One Unit MAIL-WELL RECEIVABLES MASTER TRUST SELLER CERTIFICATE THIS CERTIFICATE REPRESENTS AN INTEREST IN CERTAIN ASSETS OF THE MAIL-WELL RECEIVABLES MASTER TRUST Evidencing an interest in a trust, the corpus of which consists primarily of receivables generated from time to time in the ordinary course of business of Mail-Well I Corporation and certain of its Affiliates.

EXHIBIT A [FORM OF] SELLER CERTIFICATE THIS SELLER CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NEITHER THIS SELLER CERTIFICATE NOR ANY PORTION HEREOF MAY BE OFFERED OR SOLD EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF SUCH ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION PROVISIONS. THIS SELLER CERTIFICATE IS NOT PERMITTED TO BE TRANSFERRED, ASSIGNED, EXCHANGED OR OTHERWISE PLEDGED OR CONVEYED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. No. R-1 One Unit MAIL-WELL RECEIVABLES MASTER TRUST SELLER CERTIFICATE THIS CERTIFICATE REPRESENTS AN INTEREST IN CERTAIN ASSETS OF THE MAIL-WELL RECEIVABLES MASTER TRUST Evidencing an interest in a trust, the corpus of which consists primarily of receivables generated from time to time in the ordinary course of business of Mail-Well I Corporation and certain of its Affiliates. (Not an interest in or obligation of the Seller or any affiliate thereof) This certifies that MAIL-WELL TRADE RECEIVABLES CORPORATION is the registered owner of a fractional interest in the assets of a trust (the "Trust") not allocated to the Certificateholders' Interest pursuant to the Pooling and Servicing Agreement dated as of November 15, 1996 (as amended, restated or supplemented, the "Agreement"), among Mail-Well Trade Receivables Corporation, a Colorado corporation, as Seller, MailWell I Corporation, a Delaware corporation, as Servicer, and Norwest Bank Colorado, National Association, as trustee (the "Trustee"). The corpus of the Trust consists of (i) all receivables (the "Receivables") generated from time to time in the ordinary course of business of Mail-Well I Corporation and certain of its Affiliates identified under the Agreement, (ii) all Receivables generated from time to time thereafter, (iii) funds collected or to be collected from Obligors in respect of the Receivables, (iv) all funds which are from time to time on deposit in the Lockbox Accounts, the Concentration Account, Collection Account, the Canadian Accounts, the Canadian Collection Account, Special Funding Account and in the Series Accounts, (v) the benefits of any Series Enhancements issued and to be issued by Series Enhancers with respect to one or more Series of Investor Certificates, (vi) the Related Security, and (v) all other assets and interests constituting the Trust. Although a summary of certain provisions of the Agreement is set forth below, this Certificate does not purport to summarize the Agreement and reference is made to the Agreement for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and A-1

obligations of the Trustee. A copy of the Agreement may be requested from the Trustee by writing to the Trustee at Norwest Bank Colorado, National Association, Corporate Trust and Escrow Services, 2nd Floor, 1700 Broadway, Denver, Colorado 80274-8693. To the extent not defined herein, the capitalized terms used herein have the meanings ascribed to them in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement, as amended, restated or supplemented from time to time, the Holder of this Certificate by virtue of the acceptance hereof assents and is bound. The Receivables arise from the sale of merchandise and services.

obligations of the Trustee. A copy of the Agreement may be requested from the Trustee by writing to the Trustee at Norwest Bank Colorado, National Association, Corporate Trust and Escrow Services, 2nd Floor, 1700 Broadway, Denver, Colorado 80274-8693. To the extent not defined herein, the capitalized terms used herein have the meanings ascribed to them in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement, as amended, restated or supplemented from time to time, the Holder of this Certificate by virtue of the acceptance hereof assents and is bound. The Receivables arise from the sale of merchandise and services. This Certificate is the Seller Certificate, which represents the Seller's interest in certain assets of the Trust, including the right to receive a portion of the Collections and other amounts at the times and in the amounts specified in the Agreement. The aggregate interest represented by the Seller Certificate at any time in the Receivables in the Trust shall not exceed the Seller's Interest at such time. In addition to the Seller Certificate, Investor Certificates will be issued to investors pursuant to the Agreement, which will represent the Certificateholders' Interest. This Seller Certificate shall not represent any interest in the Lockboxes, the Lockbox Accounts, the Concentration Account, the Collection Account, the Canadian Accounts, the Canadian Collection Account, the Special Funding Account or the Series Accounts, except as expressly provided in the Agreement, or any Series Enhancements. Subject to certain conditions and exceptions specified in the Agreement, the obligations created by the Agreement and the Trust created thereby shall terminate upon the earlier of (i) November 15, 2002, (ii) the day following the Distribution Date on which the Invested Amount for each Series is zero (provided the Seller has delivered a written notice to the Trustee electing to terminate the Trust) and (iii) the Appointment Date specified in Section 9.02(a) of the Agreement. Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose. [SIGNATURE PAGE TO FOLLOW.] A-2

IN WITNESS WHEREOF, the Seller has caused this Certificate to be duly executed. MAIL-WELL TRADE RECEIVABLES CORPORATION, as Seller By: Name: Title: Dated: November 13, 1996 A-3

TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is the Seller Certificate described in the within-mentioned Agreement. NORWEST BANK COLORADO, NATIONAL ASSOCIATION, as Trustee

IN WITNESS WHEREOF, the Seller has caused this Certificate to be duly executed. MAIL-WELL TRADE RECEIVABLES CORPORATION, as Seller By: Name: Title: Dated: November 13, 1996 A-3

TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is the Seller Certificate described in the within-mentioned Agreement. NORWEST BANK COLORADO, NATIONAL ASSOCIATION, as Trustee By: Authorized Signatory A-4

EXHIBIT B-1 FORM OF DAILY REPORT [See Attached.] B-1

EXHIBIT B-2 FORM OF WEEKLY REPORT [See Attached.] B-2

EXHIBIT C FORM OF MONTHLY SETTLEMENT REPORT [See Attached.] C-1

EXHIBIT D FORM OF ANNUAL SERVICER'S CERTIFICATE

TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is the Seller Certificate described in the within-mentioned Agreement. NORWEST BANK COLORADO, NATIONAL ASSOCIATION, as Trustee By: Authorized Signatory A-4

EXHIBIT B-1 FORM OF DAILY REPORT [See Attached.] B-1

EXHIBIT B-2 FORM OF WEEKLY REPORT [See Attached.] B-2

EXHIBIT C FORM OF MONTHLY SETTLEMENT REPORT [See Attached.] C-1

EXHIBIT D FORM OF ANNUAL SERVICER'S CERTIFICATE (To be delivered on or before [ ] of each calendar year beginning with [ ], 1996, pursuant to Section 3.05 of the Pooling and Servicing Agreement referred to below) MAIL-WELL I CORPORATION MAIL-WELL RECEIVABLES MASTER TRUST The undersigned, a duly authorized representative of Mail-Well I Corporation, as Servicer (the "Servicer"), pursuant to the Pooling and Servicing Agreement dated as of _______ __, 1996 (as amended, restated or and supplemented from time to time, the "Agreement"), among Mail-Well Trade Receivables Corporation, as Seller, Mail-Well I Corporation, as Servicer, and Norwest Bank Colorado, National Association, as Trustee, does hereby certify that: 1. Mail-Well I Corporation is, as of the date hereof, the Servicer under the Agreement. Capitalized terms used in this Certificate have their respective meanings as set forth in the Agreement.

EXHIBIT B-1 FORM OF DAILY REPORT [See Attached.] B-1

EXHIBIT B-2 FORM OF WEEKLY REPORT [See Attached.] B-2

EXHIBIT C FORM OF MONTHLY SETTLEMENT REPORT [See Attached.] C-1

EXHIBIT D FORM OF ANNUAL SERVICER'S CERTIFICATE (To be delivered on or before [ ] of each calendar year beginning with [ ], 1996, pursuant to Section 3.05 of the Pooling and Servicing Agreement referred to below) MAIL-WELL I CORPORATION MAIL-WELL RECEIVABLES MASTER TRUST The undersigned, a duly authorized representative of Mail-Well I Corporation, as Servicer (the "Servicer"), pursuant to the Pooling and Servicing Agreement dated as of _______ __, 1996 (as amended, restated or and supplemented from time to time, the "Agreement"), among Mail-Well Trade Receivables Corporation, as Seller, Mail-Well I Corporation, as Servicer, and Norwest Bank Colorado, National Association, as Trustee, does hereby certify that: 1. Mail-Well I Corporation is, as of the date hereof, the Servicer under the Agreement. Capitalized terms used in this Certificate have their respective meanings as set forth in the Agreement. 2. The undersigned is a Servicing Officer who is duly authorized pursuant to the Agreement to execute and deliver this Certificate to the Trustee. 3. A review of the activities of the Servicer during the [period from the initial Closing Date to December 31, 1996] [calendar year ended December 31, 19__], and of its performance under the Agreement was conducted under my supervision. 4. Based on such review, the Servicer has, to the best of my knowledge, performed in all material respects its obligations under the Agreement throughout such year and no default in the performance of such obligations has occurred or is continuing except as set forth in paragraph 5 below. 5. The following is a description of each default in the performance of the Servicer's obligations under the provisions of the Agreement known to me to have been made by the Servicer during the fiscal year ended, which sets forth in detail (i) the nature of each such default, (ii) the action taken by the Servicer, if any, to remedy each

EXHIBIT B-2 FORM OF WEEKLY REPORT [See Attached.] B-2

EXHIBIT C FORM OF MONTHLY SETTLEMENT REPORT [See Attached.] C-1

EXHIBIT D FORM OF ANNUAL SERVICER'S CERTIFICATE (To be delivered on or before [ ] of each calendar year beginning with [ ], 1996, pursuant to Section 3.05 of the Pooling and Servicing Agreement referred to below) MAIL-WELL I CORPORATION MAIL-WELL RECEIVABLES MASTER TRUST The undersigned, a duly authorized representative of Mail-Well I Corporation, as Servicer (the "Servicer"), pursuant to the Pooling and Servicing Agreement dated as of _______ __, 1996 (as amended, restated or and supplemented from time to time, the "Agreement"), among Mail-Well Trade Receivables Corporation, as Seller, Mail-Well I Corporation, as Servicer, and Norwest Bank Colorado, National Association, as Trustee, does hereby certify that: 1. Mail-Well I Corporation is, as of the date hereof, the Servicer under the Agreement. Capitalized terms used in this Certificate have their respective meanings as set forth in the Agreement. 2. The undersigned is a Servicing Officer who is duly authorized pursuant to the Agreement to execute and deliver this Certificate to the Trustee. 3. A review of the activities of the Servicer during the [period from the initial Closing Date to December 31, 1996] [calendar year ended December 31, 19__], and of its performance under the Agreement was conducted under my supervision. 4. Based on such review, the Servicer has, to the best of my knowledge, performed in all material respects its obligations under the Agreement throughout such year and no default in the performance of such obligations has occurred or is continuing except as set forth in paragraph 5 below. 5. The following is a description of each default in the performance of the Servicer's obligations under the provisions of the Agreement known to me to have been made by the Servicer during the fiscal year ended, which sets forth in detail (i) the nature of each such default, (ii) the action taken by the Servicer, if any, to remedy each such default and (iii) the current status of each default: [If applicable, insert "None."] D-1

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate this ____ day of _________, 19__.

EXHIBIT C FORM OF MONTHLY SETTLEMENT REPORT [See Attached.] C-1

EXHIBIT D FORM OF ANNUAL SERVICER'S CERTIFICATE (To be delivered on or before [ ] of each calendar year beginning with [ ], 1996, pursuant to Section 3.05 of the Pooling and Servicing Agreement referred to below) MAIL-WELL I CORPORATION MAIL-WELL RECEIVABLES MASTER TRUST The undersigned, a duly authorized representative of Mail-Well I Corporation, as Servicer (the "Servicer"), pursuant to the Pooling and Servicing Agreement dated as of _______ __, 1996 (as amended, restated or and supplemented from time to time, the "Agreement"), among Mail-Well Trade Receivables Corporation, as Seller, Mail-Well I Corporation, as Servicer, and Norwest Bank Colorado, National Association, as Trustee, does hereby certify that: 1. Mail-Well I Corporation is, as of the date hereof, the Servicer under the Agreement. Capitalized terms used in this Certificate have their respective meanings as set forth in the Agreement. 2. The undersigned is a Servicing Officer who is duly authorized pursuant to the Agreement to execute and deliver this Certificate to the Trustee. 3. A review of the activities of the Servicer during the [period from the initial Closing Date to December 31, 1996] [calendar year ended December 31, 19__], and of its performance under the Agreement was conducted under my supervision. 4. Based on such review, the Servicer has, to the best of my knowledge, performed in all material respects its obligations under the Agreement throughout such year and no default in the performance of such obligations has occurred or is continuing except as set forth in paragraph 5 below. 5. The following is a description of each default in the performance of the Servicer's obligations under the provisions of the Agreement known to me to have been made by the Servicer during the fiscal year ended, which sets forth in detail (i) the nature of each such default, (ii) the action taken by the Servicer, if any, to remedy each such default and (iii) the current status of each default: [If applicable, insert "None."] D-1

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate this ____ day of _________, 19__. MAIL-WELL I CORPORATION, as Servicer By: Name: Title:

EXHIBIT D FORM OF ANNUAL SERVICER'S CERTIFICATE (To be delivered on or before [ ] of each calendar year beginning with [ ], 1996, pursuant to Section 3.05 of the Pooling and Servicing Agreement referred to below) MAIL-WELL I CORPORATION MAIL-WELL RECEIVABLES MASTER TRUST The undersigned, a duly authorized representative of Mail-Well I Corporation, as Servicer (the "Servicer"), pursuant to the Pooling and Servicing Agreement dated as of _______ __, 1996 (as amended, restated or and supplemented from time to time, the "Agreement"), among Mail-Well Trade Receivables Corporation, as Seller, Mail-Well I Corporation, as Servicer, and Norwest Bank Colorado, National Association, as Trustee, does hereby certify that: 1. Mail-Well I Corporation is, as of the date hereof, the Servicer under the Agreement. Capitalized terms used in this Certificate have their respective meanings as set forth in the Agreement. 2. The undersigned is a Servicing Officer who is duly authorized pursuant to the Agreement to execute and deliver this Certificate to the Trustee. 3. A review of the activities of the Servicer during the [period from the initial Closing Date to December 31, 1996] [calendar year ended December 31, 19__], and of its performance under the Agreement was conducted under my supervision. 4. Based on such review, the Servicer has, to the best of my knowledge, performed in all material respects its obligations under the Agreement throughout such year and no default in the performance of such obligations has occurred or is continuing except as set forth in paragraph 5 below. 5. The following is a description of each default in the performance of the Servicer's obligations under the provisions of the Agreement known to me to have been made by the Servicer during the fiscal year ended, which sets forth in detail (i) the nature of each such default, (ii) the action taken by the Servicer, if any, to remedy each such default and (iii) the current status of each default: [If applicable, insert "None."] D-1

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate this ____ day of _________, 19__. MAIL-WELL I CORPORATION, as Servicer By: Name: Title: D-2

EXHIBIT E-1 THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NEITHER THIS CERTIFICATE NOR ANY PORTION HEREOF MAY

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate this ____ day of _________, 19__. MAIL-WELL I CORPORATION, as Servicer By: Name: Title: D-2

EXHIBIT E-1 THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NEITHER THIS CERTIFICATE NOR ANY PORTION HEREOF MAY BE OFFERED, SOLD, PLEDGED, OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF THE 1933 ACT AND ANY APPLICABLE PROVISIONS OF ANY STATE BLUE SKY OR SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION PROVISIONS. THE TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. THIS CERTIFICATE MAY NOT BE ACQUIRED BY OR FOR THE ACCOUNT OF A BENEFIT PLAN (AS DEFINED BELOW). E-1-1

EXHIBIT E-2 [FORM OF REPRESENTATION LETTER] [Date] [ Attention: ] Mail-Well Trade Receivables Corporation Attention: Re: Purchase of $___________/1/ principal amount of Mail-Well Receivables Master Trust, [Class ____], [ %] [Floating Rate] Asset Backed Certificates, Series [ ] Dear Sirs: In connection with our purchase of the above-referenced Asset Backed Certificate (the "Certificates") we confirm that: (i) we understand that the Certificates are not being registered under the Securities Act of 1933, as amended (the "1933 Act"), and are being sold to us in a transaction that is exempt from the registration requirements of the

EXHIBIT E-1 THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NEITHER THIS CERTIFICATE NOR ANY PORTION HEREOF MAY BE OFFERED, SOLD, PLEDGED, OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF THE 1933 ACT AND ANY APPLICABLE PROVISIONS OF ANY STATE BLUE SKY OR SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION PROVISIONS. THE TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. THIS CERTIFICATE MAY NOT BE ACQUIRED BY OR FOR THE ACCOUNT OF A BENEFIT PLAN (AS DEFINED BELOW). E-1-1

EXHIBIT E-2 [FORM OF REPRESENTATION LETTER] [Date] [ Attention: ] Mail-Well Trade Receivables Corporation Attention: Re: Purchase of $___________/1/ principal amount of Mail-Well Receivables Master Trust, [Class ____], [ %] [Floating Rate] Asset Backed Certificates, Series [ ] Dear Sirs: In connection with our purchase of the above-referenced Asset Backed Certificate (the "Certificates") we confirm that: (i) we understand that the Certificates are not being registered under the Securities Act of 1933, as amended (the "1933 Act"), and are being sold to us in a transaction that is exempt from the registration requirements of the 1933 Act; (ii) any information we desire concerning the Certificates or any other matter relevant to our decision to purchase the Certificates is or has been made available to us; (iii) we have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Certificates, and we (and any account for which we are purchasing under paragraph (iv) below) are able to bear the economic risk of an investment in the Certificates; we (and any account for which we are purchasing under paragraph (iv) below) are an "accredited investor" (as such term is defined in Rule 501(a)(1), (2) or (3) of Regulation D under the 1933 Act); and we are not, and none of such accounts is, a Benefit Plan; (iv) we are acquiring the Certificates for our own account or for accounts as to which we exercise sole investment discretion and not with a view to any distribution of the Certificates, subject, nevertheless, to the understanding that the disposition of our property shall at all times be and remain within our control;

EXHIBIT E-2 [FORM OF REPRESENTATION LETTER] [Date] [ Attention: ] Mail-Well Trade Receivables Corporation Attention: Re: Purchase of $___________/1/ principal amount of Mail-Well Receivables Master Trust, [Class ____], [ %] [Floating Rate] Asset Backed Certificates, Series [ ] Dear Sirs: In connection with our purchase of the above-referenced Asset Backed Certificate (the "Certificates") we confirm that: (i) we understand that the Certificates are not being registered under the Securities Act of 1933, as amended (the "1933 Act"), and are being sold to us in a transaction that is exempt from the registration requirements of the 1933 Act; (ii) any information we desire concerning the Certificates or any other matter relevant to our decision to purchase the Certificates is or has been made available to us; (iii) we have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Certificates, and we (and any account for which we are purchasing under paragraph (iv) below) are able to bear the economic risk of an investment in the Certificates; we (and any account for which we are purchasing under paragraph (iv) below) are an "accredited investor" (as such term is defined in Rule 501(a)(1), (2) or (3) of Regulation D under the 1933 Act); and we are not, and none of such accounts is, a Benefit Plan; (iv) we are acquiring the Certificates for our own account or for accounts as to which we exercise sole investment discretion and not with a view to any distribution of the Certificates, subject, nevertheless, to the understanding that the disposition of our property shall at all times be and remain within our control; /1/ Not less than $250,000 minimum amount. E-2-1

(v) we agree that the Certificates must be held indefinitely by us unless subsequently registered under the 1933 Act or an exemption from any registration requirements of that Act and any applicable state securities laws is available; (vi) we agree that in the event that at some future time we wish to dispose of or exchange any of the Certificates (such disposition or exchange not being currently foreseen or contemplated), we will not transfer or exchange any of the Certificates unless (A)(1) the sale is of at least U.S. $250,000 principal amount of Certificates to an Eligible Purchaser (as defined below), (2) a letter to substantially the same effect as paragraphs (i), (ii), (iii), (iv), (v) and (vi) of this letter is executed promptly by the purchaser and (3) all offers or solicitations in connection

(v) we agree that the Certificates must be held indefinitely by us unless subsequently registered under the 1933 Act or an exemption from any registration requirements of that Act and any applicable state securities laws is available; (vi) we agree that in the event that at some future time we wish to dispose of or exchange any of the Certificates (such disposition or exchange not being currently foreseen or contemplated), we will not transfer or exchange any of the Certificates unless (A)(1) the sale is of at least U.S. $250,000 principal amount of Certificates to an Eligible Purchaser (as defined below), (2) a letter to substantially the same effect as paragraphs (i), (ii), (iii), (iv), (v) and (vi) of this letter is executed promptly by the purchaser and (3) all offers or solicitations in connection with the sale, whether directly or through any Agent acting on our behalf, are limited only to Eligible Purchasers and are not made by means of any form of general solicitation or general advertising whatsoever; or (B) the Certificates are transferred pursuant to Rule 144 under the 1933 Act by us after we have held them for more than three years; or (C) the Certificates are sold in any other transaction that does not require registration under the 1933 Act and, if the Seller, the Servicer, the Trustee or the Transfer Agent and Registrar so requests, we theretofore have furnished to such party an opinion of counsel satisfactory to such party, in form and substance satisfactory to such party, to such effect; or (D) the Certificates are transferred pursuant to an exception from the registration requirements of the 1933 Act under Rule 144A under the 1933 Act; and (vii) we understand that the Certificates will bear a legend to substantially the following effect: "THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NEITHER THIS CERTIFICATE NOR ANY PORTION HEREOF MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF THE 1933 ACT AND ANY APPLICABLE PROVISIONS OF ANY STATE BLUE SKY OR SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION PROVISIONS. THE TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. THIS CERTIFICATE MAY NOT BE ACQUIRED BY OR FOR THE ACCOUNT OF A BENEFIT PLAN (AS DEFINED BELOW)." The first paragraph of this legend may be removed if the Seller, the Servicer, the Trustee and the Transfer Agent and Registrar have received an opinion of counsel satisfactory to them, in form and substance satisfactory to them, to the effect that such paragraph may be removed. "Eligible Purchaser" means either an Eligible Dealer or a corporation, partnership or other entity which we have reasonable grounds to believe and do believe can make representations with respect E-2-2

to itself to substantially the same effect as the representations set forth herein. "Eligible Dealer" means any corporation or other entity the principal business of which is acting as a broker and/or dealer in securities. "Benefit Plan" means any employee benefit plan, trust or account, including an individual retirement account, that is subject to the Employee Retirement Income Security Act of 1974, as amended, or that is described in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended, or an entity whose underlying assets include plan assets by reason of a plan's investment in such entity. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Pooling and Servicing Agreement, dated as

to itself to substantially the same effect as the representations set forth herein. "Eligible Dealer" means any corporation or other entity the principal business of which is acting as a broker and/or dealer in securities. "Benefit Plan" means any employee benefit plan, trust or account, including an individual retirement account, that is subject to the Employee Retirement Income Security Act of 1974, as amended, or that is described in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended, or an entity whose underlying assets include plan assets by reason of a plan's investment in such entity. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Pooling and Servicing Agreement, dated as of ______ __, 1996, as amended, restated or supplemented from time to time, among Mail-Well Trade Receivables Corporation, Mail-Well I Corporation and Norwest Bank Colorado, National Association. Very truly yours, (Name of Purchaser) By:_________________________ (Authorized Officer) E-2-3

EXHIBIT E-3 THIS CERTIFICATE MAY NOT BE ACQUIRED BY OR FOR THE ACCOUNT OF A BENEFIT PLAN (AS DEFINED BELOW)./1/ /1/The following text should be included in any Certificate in which the above legend appears: The [Certificates] may not be acquired by or for the account of any employee benefit plan, trust or account, including an individual retirement account, that is subject to the Employee Retirement Income Security Act of 1974, as amended, or that is described in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended, or an entity whose underlying assets include plan assets by reason of a plan's investment in such entity (a "Benefit Plan"). By accepting and holding this Certificate, the Holder hereof shall be deemed to have represented and warranted that it is not a Benefit Plan. By acquiring any interest in this Certificate, the applicable Certificate Owner or Owners shall be deemed to have represented and warranted that it or they are not Benefit Plans. E-3-1

EXHIBIT F FORM OF SEMI-ANNUAL AGREED-UPON PROCEDURES REPORT [See Attached.] F-1

SCHEDULE 1 Credit and Collection Policy [See attached.]

EXHIBIT E-3 THIS CERTIFICATE MAY NOT BE ACQUIRED BY OR FOR THE ACCOUNT OF A BENEFIT PLAN (AS DEFINED BELOW)./1/ /1/The following text should be included in any Certificate in which the above legend appears: The [Certificates] may not be acquired by or for the account of any employee benefit plan, trust or account, including an individual retirement account, that is subject to the Employee Retirement Income Security Act of 1974, as amended, or that is described in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended, or an entity whose underlying assets include plan assets by reason of a plan's investment in such entity (a "Benefit Plan"). By accepting and holding this Certificate, the Holder hereof shall be deemed to have represented and warranted that it is not a Benefit Plan. By acquiring any interest in this Certificate, the applicable Certificate Owner or Owners shall be deemed to have represented and warranted that it or they are not Benefit Plans. E-3-1

EXHIBIT F FORM OF SEMI-ANNUAL AGREED-UPON PROCEDURES REPORT [See Attached.] F-1

SCHEDULE 1 Credit and Collection Policy [See attached.] S-1-1

SCHEDULE 2 Schedule of Monthly Periods (Dates shown are the last dates of Monthly Periods) November 2, 1996 November, 30, 1996 December 28, 1996 February 1, 1997 March 1, 1997 March 29, 1997 May 3, 1997 May 31, 1997 June 28, 1997 August 2, 1997 August 30, 1997

EXHIBIT F FORM OF SEMI-ANNUAL AGREED-UPON PROCEDURES REPORT [See Attached.] F-1

SCHEDULE 1 Credit and Collection Policy [See attached.] S-1-1

SCHEDULE 2 Schedule of Monthly Periods (Dates shown are the last dates of Monthly Periods) November 2, 1996 November, 30, 1996 December 28, 1996 February 1, 1997 March 1, 1997 March 29, 1997 May 3, 1997 May 31, 1997 June 28, 1997 August 2, 1997 August 30, 1997 September 27, 1997 October 1, 1997 November 29, 1997 December 27, 1997 S-2-1

SCHEDULE 3 Schedule of Monthly Settlement Report Dates November 18, 1996 December 16, 1996 January 13, 1997 February 17, 1997 March 17, 1997 April 14, 1997 May 19, 1997 June 16, 1997

SCHEDULE 1 Credit and Collection Policy [See attached.] S-1-1

SCHEDULE 2 Schedule of Monthly Periods (Dates shown are the last dates of Monthly Periods) November 2, 1996 November, 30, 1996 December 28, 1996 February 1, 1997 March 1, 1997 March 29, 1997 May 3, 1997 May 31, 1997 June 28, 1997 August 2, 1997 August 30, 1997 September 27, 1997 October 1, 1997 November 29, 1997 December 27, 1997 S-2-1

SCHEDULE 3 Schedule of Monthly Settlement Report Dates November 18, 1996 December 16, 1996 January 13, 1997 February 17, 1997 March 17, 1997 April 14, 1997 May 19, 1997 June 16, 1997 July 14, 1997 August 18, 1997 September 15, 1997 October 13, 1997 November 17, 1997 December 15, 1997 January 12, 1998 S-2-2

SCHEDULE 2 Schedule of Monthly Periods (Dates shown are the last dates of Monthly Periods) November 2, 1996 November, 30, 1996 December 28, 1996 February 1, 1997 March 1, 1997 March 29, 1997 May 3, 1997 May 31, 1997 June 28, 1997 August 2, 1997 August 30, 1997 September 27, 1997 October 1, 1997 November 29, 1997 December 27, 1997 S-2-1

SCHEDULE 3 Schedule of Monthly Settlement Report Dates November 18, 1996 December 16, 1996 January 13, 1997 February 17, 1997 March 17, 1997 April 14, 1997 May 19, 1997 June 16, 1997 July 14, 1997 August 18, 1997 September 15, 1997 October 13, 1997 November 17, 1997 December 15, 1997 January 12, 1998 S-2-2

EXHIBIT 10.41

MAIL-WELL TRADE RECEIVABLES CORPORATION Seller

SCHEDULE 3 Schedule of Monthly Settlement Report Dates November 18, 1996 December 16, 1996 January 13, 1997 February 17, 1997 March 17, 1997 April 14, 1997 May 19, 1997 June 16, 1997 July 14, 1997 August 18, 1997 September 15, 1997 October 13, 1997 November 17, 1997 December 15, 1997 January 12, 1998 S-2-2

EXHIBIT 10.41

MAIL-WELL TRADE RECEIVABLES CORPORATION Seller MAIL-WELL I CORPORATION Servicer and NORWEST BANK COLORADO, NATIONAL ASSOCIATION Trustee on behalf of the Series 1996-1 Certificateholders

SERIES 1996-1 SUPPLEMENT Dated as of November 15, 1996 to POOLING AND SERVICING AGREEMENT Dated as of November 15, 1996

EXHIBIT 10.41

MAIL-WELL TRADE RECEIVABLES CORPORATION Seller MAIL-WELL I CORPORATION Servicer and NORWEST BANK COLORADO, NATIONAL ASSOCIATION Trustee on behalf of the Series 1996-1 Certificateholders

SERIES 1996-1 SUPPLEMENT Dated as of November 15, 1996 to POOLING AND SERVICING AGREEMENT Dated as of November 15, 1996

MAIL-WELL RECEIVABLES MASTER TRUST $100,000,000 Asset Backed Certificates, Series 1996-1

TABLE OF CONTENTS
Page ---ARTICLE I Section 1.1. ARTICLE II Section 2.1. ARTICLE III Section 3.1. ARTICLE IV Section Section Section Section Section CREATION OF THE SERIES 1996-1 CERTIFICATES Designation........................................... 1 DEFINITIONS Definitions........................................... 1 SERVICER Servicing Compensation................................12 RIGHTS OF CERTIFICATEHOLDERS; INCREASES Rights of Certificateholders..........................12 Increases.............................................13 Dividing or Combining Increases.......................13 Increased Costs.......................................13 Additional Interest on Increases Bearing a

4.1. 4.2. 4.3. 4.4. 4.5.

TABLE OF CONTENTS
Page ---ARTICLE I Section 1.1. ARTICLE II Section 2.1. ARTICLE III Section 3.1. ARTICLE IV Section Section Section Section Section CREATION OF THE SERIES 1996-1 CERTIFICATES Designation........................................... 1 DEFINITIONS Definitions........................................... 1 SERVICER Servicing Compensation................................12 RIGHTS OF CERTIFICATEHOLDERS; INCREASES Rights of Certificateholders..........................12 Increases.............................................13 Dividing or Combining Increases.......................13 Increased Costs.......................................13 Additional Interest on Increases Bearing a Eurodollar Rate.......................................14 Conditions Precedent to All Increases and Reinvestments.........................................14 ALLOCATION AND APPLICATION OF COLLECTIONS Establishment of Distribution Account.................15 Allocations; Payments on Seller Certificate...........16 Payments for the Series 1996-1 Certificates...........19 Determination and Payment of Principal Amounts........21 Payment of Certificate Interest.......................21 DISTRIBUTIONS AND REPORTS TO SERIES 1996-1 INVESTOR CERTIFICATEHOLDERS Distributions.........................................22 Reports and Statements to Series 1996-1 Certificateholders....................................22 Additional Reporting Requirements.....................23 COVENANTS AND OTHER AGREEMENTS Further Agreements....................................24 Maintenance of Accounts...............................25 Eligible Investments..................................25 Monthly Officer's Certificate.........................25 Covenants.............................................25 Performance and Compliance with Contracts and Credit and Collection Policy..........................26 Extension or Amendment of Receivables.................26 Change in Business or Credit and Collection Policy................................................26

4.1. 4.2. 4.3. 4.4. 4.5.

Section 4.6.

ARTICLE V Section Section Section Section Section ARTICLE VI

5.1. 5.2. 5.3. 5.4. 5.5.

Section 6.1. Section 6.2. Section 6.3. ARTICLE VII Section 7.1. Section 7.2. Section 7.3. Section 7.4. Section 7.5. Section 7.6. Section 7.7. Section 7.8.

i
Page ---Deposits to Lockbox Accounts and Canadian Accounts.......26 Marking of Records.......................................26 Further Assurances.......................................26 Audits...................................................27 PAY-OUT EVENTS Series 1996-1 Pay-Out Events.............................27 OPTIONAL TERMINATION, REDUCTION OR REPURCHASE; SERIES TERMINATION Optional Termination.....................................29 Series 1996-1 Termination................................29 FINAL DISTRIBUTION Sale of Receivables or Certificateholders' Interest pursuant to Section 2.06 of the Agreement and Section 9.1 or 9.2 of this Supplement............................29

Section Section Section Section

7.9. 7.10. 7.11. 7.12.

ARTICLE VIII Section 8.1. ARTICLE IX Section 9.1. Section 9.2. ARTICLE X Section 10.1.

Section Section Section Section

7.9. 7.10. 7.11. 7.12.

Page ---Deposits to Lockbox Accounts and Canadian Accounts.......26 Marking of Records.......................................26 Further Assurances.......................................26 Audits...................................................27 PAY-OUT EVENTS Series 1996-1 Pay-Out Events.............................27 OPTIONAL TERMINATION, REDUCTION OR REPURCHASE; SERIES TERMINATION Optional Termination.....................................29 Series 1996-1 Termination................................29 FINAL DISTRIBUTION Sale of Receivables or Certificateholders' Interest pursuant to Section 2.06 of the Agreement and Section 9.1 or 9.2 of this Supplement............................29 Distribution of Proceeds of Sale, Disposition or Liquidation of the Receivables Pursuant to Section 9.02 of the Agreement....................................30 THE SERIES REPRESENTATIVE Authorization and Action of the Series Representative....31 The Series Representative's Reliance, Etc................31 The Series Representative and Affiliates.................31 Amendments, Waivers and Other Actions by the Series Representative....................................32 MISCELLANEOUS PROVISIONS Delivery and Payment for the Series 1996-1 Certificates.............................................32 Form of Delivery of Series 1996-1 Certificates...........32 Legend on Series 1996-1 Certificates.....................32 Ratification of Agreement................................32 Counterparts.............................................33 GOVERNING LAW............................................33 Instructions in Writing..................................33 Confidentiality..........................................33

ARTICLE VIII Section 8.1. ARTICLE IX Section 9.1. Section 9.2. ARTICLE X Section 10.1.

Section 10.2.

ARTICLE XI Section Section Section Section

11.1. 11.2. 11.3. 11.4.

ARTICLE XII Section 12.1. Section Section Section Section Section Section Section 12.2. 12.3. 12.4. 12.5. 12.6. 12.7. 12.8.

EXHIBITS EXHIBIT A FORM OF INVESTOR CERTIFICATE ii SERIES 1996-1 SUPPLEMENT, dated as of November 15, 1996 (this "Supplement") by and among MAILWELL TRADE RECEIVABLES CORPORATION, a corporation organized and existing under the laws of the State of Colorado, as Seller (the "Seller"), MAIL-WELL I CORPORATION, a corporation organized and existing under the laws of the State of Delaware, as Servicer (the "Servicer"), and NORWEST BANK COLORADO, NATIONAL ASSOCIATION, as trustee (together with its successors in trust thereunder as provided in the Agreement referred to below, the "Trustee") under the Pooling and Servicing Agreement dated as of November 15, 1996 (as the same may be amended, restated or supplemented from time to time in accordance with its terms, the "Agreement") among the Seller, the Servicer and the Trustee. Section 6.03 of the Agreement provides, among other things, that the Seller and the Trustee may at any time and from time to time enter into a supplement to the Agreement for the purpose of authorizing the issuance by the Trustee to the Seller, for execution and redelivery to the Trustee for authentication, of one or more Series of Certificates. Pursuant to this Supplement, the Seller and the Trustee shall create a new Series of Investor Certificates and shall specify the Principal Terms thereof. ARTICLE I

SERIES 1996-1 SUPPLEMENT, dated as of November 15, 1996 (this "Supplement") by and among MAILWELL TRADE RECEIVABLES CORPORATION, a corporation organized and existing under the laws of the State of Colorado, as Seller (the "Seller"), MAIL-WELL I CORPORATION, a corporation organized and existing under the laws of the State of Delaware, as Servicer (the "Servicer"), and NORWEST BANK COLORADO, NATIONAL ASSOCIATION, as trustee (together with its successors in trust thereunder as provided in the Agreement referred to below, the "Trustee") under the Pooling and Servicing Agreement dated as of November 15, 1996 (as the same may be amended, restated or supplemented from time to time in accordance with its terms, the "Agreement") among the Seller, the Servicer and the Trustee. Section 6.03 of the Agreement provides, among other things, that the Seller and the Trustee may at any time and from time to time enter into a supplement to the Agreement for the purpose of authorizing the issuance by the Trustee to the Seller, for execution and redelivery to the Trustee for authentication, of one or more Series of Certificates. Pursuant to this Supplement, the Seller and the Trustee shall create a new Series of Investor Certificates and shall specify the Principal Terms thereof. ARTICLE I CREATION OF THE SERIES 1996-1 CERTIFICATES Section 1.1. Designation. There is hereby created a Series of Investor Certificates in the form of Exhibit A hereto to be issued pursuant to the Agreement and this Supplement to be known generally as the "Series 1996-1 Certificates". The Series 1996-1 Certificates shall be issued in one Class, which shall be designated generally as the $100,000,000 Asset Backed Certificates, Series 1996-1 (each, a "Certificate" and collectively, the "Certificates"). ARTICLE II DEFINITIONS Section 2.1. Definitions. In the event that any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Agreement, the terms and provisions of this Supplement shall govern with respect to the Series 1996-1 Certificates. All Article, Section or subsection references herein shall mean Article, Section or subsections of this Supplement except as otherwise provided herein. All capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Agreement. Each capitalized term defined herein shall relate only to the Series 1996-1 Certificates and no other Series of Certificates issued by the Trust. "Accrued and Unpaid Fees" shall mean the product of (i) the product of (a) 0.00875 and (b) $100,000,000 and (ii) (a) the product of DSO and 2 (b) divided by 365. "Affected Person" shall have the meaning specified in Section 4.4. "Agreement" shall have the meaning specified in the preamble to the Supplement. "Alternate Base Rate" shall mean a fluctuating interest rate per annum as shall be in effect from time to time, which rate shall be at all times equal to the sum of the Margin and the highest of: (a) the rate of interest announced publicly by the Reference Bank in New York, New York, from time to time as the Reference Bank's base rate; and (b) the Federal Funds Rate. "Amortization Period" shall mean the period beginning on the Amortization Period Commencement Date, and ending on the earlier of (i) the date on which the Invested Amount and all Interest, Fees and Expenses have been paid in full and (ii) the Series 1996-1 Termination Date.

"Accrued and Unpaid Fees" shall mean the product of (i) the product of (a) 0.00875 and (b) $100,000,000 and (ii) (a) the product of DSO and 2 (b) divided by 365. "Affected Person" shall have the meaning specified in Section 4.4. "Agreement" shall have the meaning specified in the preamble to the Supplement. "Alternate Base Rate" shall mean a fluctuating interest rate per annum as shall be in effect from time to time, which rate shall be at all times equal to the sum of the Margin and the highest of: (a) the rate of interest announced publicly by the Reference Bank in New York, New York, from time to time as the Reference Bank's base rate; and (b) the Federal Funds Rate. "Amortization Period" shall mean the period beginning on the Amortization Period Commencement Date, and ending on the earlier of (i) the date on which the Invested Amount and all Interest, Fees and Expenses have been paid in full and (ii) the Series 1996-1 Termination Date. "Amortization Period Commencement Date" shall mean the earliest of (i) the Scheduled Series 1996-1 Termination Date and (ii) the Early Amortization Commencement Date. "Asset Purchase Agreement" shall mean that certain Series 1996-1 Asset Purchase Agreement, dated as of the date hereof, among Banque Paribas, New York Branch, the Trustee, CRC and the Liquidity Providers. "Available Series 1996-1 Collections" shall mean, for any Monthly Period, an amount equal to the Floating Allocation Percentage of Collections of Receivables. "Average Default Ratio" means, as of any date, the average of the Default Ratios for the preceding three Monthly Periods. "Average Maturity" means at any time that period of days equal to the average maturity of the Receivables as calculated by the Servicer in the then most recent Weekly Report; provided if the Trustee, the Liquidity Agent or the Series Representative shall disagree with any such calculation, the Trustee, the Liquidity Agent or the Series Representative may determine the Average Maturity. 2 "Bank Rate" for any Interest Period shall mean an interest rate per annum equal to the sum of the Margin plus the Eurodollar Rate for such Interest Period; provided, however, that in the case of: (i) any Interest Period on or prior to the first day of which a Certificateholder shall have notified the Trustee, the Series Representative or the Liquidity Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or any central bank or other governmental authority asserts that it is unlawful, for such Certificateholder to fund the Invested Amount at the Bank Rate set forth above (and such Certificateholder shall not have subsequently notified the Trustee, the Series Representative or the Liquidity Agent that such circumstances no longer exist), (ii) any Interest Period of one to (and including) 29 days, (iii) any Interest Period as to which the Liquidity Agent does not receive notice, by no later than 12:00 noon (New York City time) on the third Business Day preceding the first day of such Interest Period, that the related Increase will not be funded by issuance of commercial paper, or (iv) any Interest Period during which the Invested Amount is less than $500,000, the "Bank Rate" for such Interest Period shall be an interest rate per annum equal to the sum of the Margin and the Alternate Base Rate in effect on the first day of such Interest Period; provided further that the Liquidity

"Bank Rate" for any Interest Period shall mean an interest rate per annum equal to the sum of the Margin plus the Eurodollar Rate for such Interest Period; provided, however, that in the case of: (i) any Interest Period on or prior to the first day of which a Certificateholder shall have notified the Trustee, the Series Representative or the Liquidity Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or any central bank or other governmental authority asserts that it is unlawful, for such Certificateholder to fund the Invested Amount at the Bank Rate set forth above (and such Certificateholder shall not have subsequently notified the Trustee, the Series Representative or the Liquidity Agent that such circumstances no longer exist), (ii) any Interest Period of one to (and including) 29 days, (iii) any Interest Period as to which the Liquidity Agent does not receive notice, by no later than 12:00 noon (New York City time) on the third Business Day preceding the first day of such Interest Period, that the related Increase will not be funded by issuance of commercial paper, or (iv) any Interest Period during which the Invested Amount is less than $500,000, the "Bank Rate" for such Interest Period shall be an interest rate per annum equal to the sum of the Margin and the Alternate Base Rate in effect on the first day of such Interest Period; provided further that the Liquidity Providers and the Seller may agree in writing from time to time upon a different "Bank Rate." "Banque Paribas" means Banque Paribas, a French banking corporation. "Certificate" shall have the meaning specified in Section 1.1. "Certificate Purchase Agreement" shall mean that certain Certificate Purchase Agreement, dated as of the date hereof, among the Trustee, the Servicer, the Seller, the Series Representative and CRC, as amended or restated from time to time. "Certificate Rate" shall mean with respect to any Increase, (i) with respect to any Interest Period or portion thereof during which such Increase or portion thereof is funded or maintained by issuing Notes, the Investor Rate and (ii) with respect to any Interest Period or 3

portion thereof during which such Increase or portion thereof is not funded or maintained by issuing Notes, the Bank Rate. "Certificate Register" shall mean, for this Series 1996-1, the books and records of the Series Representative with respect to the Series 1996-1 Certificateholders. "Certificateholder" shall mean the Person in whose name a Series 1996- 1 Certificate is registered in the Certificate Register. "Closing Date" shall mean November 15, 1996. "CNAI" shall mean Citicorp North America, Inc. "Collection Delay Period" means ten days or such other number of days as the Liquidity Agent or Series Representative may select upon three Business Days' notice to the Seller. "Commingling Reserve" shall mean as of any date of determination, an amount equal to the average of the Negative Monthly Amounts over the preceding twelve Monthly Periods. For the purposes hereof:

portion thereof during which such Increase or portion thereof is not funded or maintained by issuing Notes, the Bank Rate. "Certificate Register" shall mean, for this Series 1996-1, the books and records of the Series Representative with respect to the Series 1996-1 Certificateholders. "Certificateholder" shall mean the Person in whose name a Series 1996- 1 Certificate is registered in the Certificate Register. "Closing Date" shall mean November 15, 1996. "CNAI" shall mean Citicorp North America, Inc. "Collection Delay Period" means ten days or such other number of days as the Liquidity Agent or Series Representative may select upon three Business Days' notice to the Seller. "Commingling Reserve" shall mean as of any date of determination, an amount equal to the average of the Negative Monthly Amounts over the preceding twelve Monthly Periods. For the purposes hereof: "Negative Monthly Amount" means, for any Monthly Period, an amount equal to the negative difference between the Average Weekly Sales as of the end of such Monthly Period and the Average Weekly Cash as of the end of such Monthly Period. "Average Weekly Sales" means, as of the end of each Monthly Period, an amount equal to the Outstanding Balance of Receivables generated by the Originators for such Monthly Period divided by four. "Average Weekly Cash" means, as of the end of each Monthly Period, an amount equal to the Collections received, without duplication, in any Lockbox Account, Canadian Account, Concentration Account, Collection Account and Canadian Collection Account during such Monthly Period divided by four. "Cost of Funds" shall mean, on any date, the sum of the applicable Eurodollar Rate plus 1.00%. "CP Fixed Period Date" means for any Increase, the date of such Increase and thereafter the first day of each calendar month (or, if such day is not a Business Day, the immediately succeeding Business Day) or any other day as shall have been agreed to by the Seller, the Series Representative and the Liquidity Agent, such agreement to be made prior to the first day of the preceding Fixed Period for such Increase or if there is no preceding Fixed Period, prior to the first day of such Fixed Period. 4 "CRC" shall mean Corporate Receivables Corporation, a Delaware corporation. "Daily Yield Amount" shall mean, on any date, the product of (i) the Invested Amount and (ii) the Cost of Funds divided by 360. "Dilution Horizon Ratio" shall mean, on any date, the Outstanding Balance of Receivables created by the Originators for the Monthly Period preceding such day divided by the Outstanding Balance of Receivables as of such date. "Dilution Reserve" shall mean, on any date, the product of (i)(a) the product of 2 and the Dilution Ratio plus (b) the Dilution Volatility Ratio and (ii) the Dilution Horizon Ratio. "Dilution Volatility Ratio" shall mean, on any date, the excess of the highest Dilution Ratio calculated during the previous twelve Monthly Periods (or if such date occurs less than twelve Monthly Periods following the date hereof, such fewer number of months occurring prior to such date) over the lowest Dilution Ratio calculated

"CRC" shall mean Corporate Receivables Corporation, a Delaware corporation. "Daily Yield Amount" shall mean, on any date, the product of (i) the Invested Amount and (ii) the Cost of Funds divided by 360. "Dilution Horizon Ratio" shall mean, on any date, the Outstanding Balance of Receivables created by the Originators for the Monthly Period preceding such day divided by the Outstanding Balance of Receivables as of such date. "Dilution Reserve" shall mean, on any date, the product of (i)(a) the product of 2 and the Dilution Ratio plus (b) the Dilution Volatility Ratio and (ii) the Dilution Horizon Ratio. "Dilution Volatility Ratio" shall mean, on any date, the excess of the highest Dilution Ratio calculated during the previous twelve Monthly Periods (or if such date occurs less than twelve Monthly Periods following the date hereof, such fewer number of months occurring prior to such date) over the lowest Dilution Ratio calculated during the previous twelve Monthly Periods. "Distribution Account" shall have the meaning specified in Section 4.2(b). "Distribution Date" shall mean December 15, 1996 and the 15th day of each calendar month thereafter, or if such day is not a Business Day, the next succeeding Business Day. "DSO" shall mean, as of any date, the average days' sales outstanding for the preceding Monthly Period as shown on the books of the Servicer. "Early Amortization Commencement Date" shall mean the earlier of the date on which a Pay-Out Event occurs pursuant to Section 9.01 of the Agreement or a Series 1996-1 Pay-Out Event occurs pursuant to Section 8.1. "Eurocurrency Liabilities" shall have the meaning assigned to that term in Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time. "Eurodollar Rate" shall mean, with respect to any Increase and for any Interest Period, an interest rate per annum equal to the rate per annum at which deposits in U.S. dollars are offered by the principal office of the Banque Paribas in London, England to prime banks in the London interbank market at 11:00 A.M. (London Time) two Business Days before the first day of such Interest Period in an amount substantially equal to such Increase on such first day and for a period equal to such Interest Period. "Eurodollar Rate Reserve Percentage" shall mean, for any Fixed Period with respect to which the Certificate Rate with respect to any Increase is computed by reference to the 5

Eurodollar Rate, the reserve percentage applicable two Business Days before the first day of such Fixed Period under regulations issued from time to time by the Board of Governors of the Federal Reserve System (or any successor) (or if more than one such percentage shall be applicable, the daily average of such percentages for those days in such Fixed Period during which any such percentage shall be so applicable) for determining the maximum reserve requirement (including, without limitation, any emergency, supplemental or other marginal reserve requirement) with respect to liabilities or assets consisting of or including Eurocurrency Liabilities (or with respect to any other category of liabilities that includes deposits by reference to which the interest rate on Eurocurrency Liabilities is determined) having a term equal to such Fixed Period. "Excess Servicing Fee" shall have the meaning specified in Section 5.2(a)(i)(E). "Expenses" shall mean the sum of all amounts (other than Invested Amount, Interest and Fees) payable to the

Eurodollar Rate, the reserve percentage applicable two Business Days before the first day of such Fixed Period under regulations issued from time to time by the Board of Governors of the Federal Reserve System (or any successor) (or if more than one such percentage shall be applicable, the daily average of such percentages for those days in such Fixed Period during which any such percentage shall be so applicable) for determining the maximum reserve requirement (including, without limitation, any emergency, supplemental or other marginal reserve requirement) with respect to liabilities or assets consisting of or including Eurocurrency Liabilities (or with respect to any other category of liabilities that includes deposits by reference to which the interest rate on Eurocurrency Liabilities is determined) having a term equal to such Fixed Period. "Excess Servicing Fee" shall have the meaning specified in Section 5.2(a)(i)(E). "Expenses" shall mean the sum of all amounts (other than Invested Amount, Interest and Fees) payable to the Certificateholder pursuant to the Certificate Purchase Agreement, the Asset Purchase Agreement or this Supplement. "Federal Funds Rate" shall mean, with respect to any day, the rate set forth in H.15(519) for that day opposite the caption "Federal Funds (Effective)". If on any date of determination, such rate is not published in H.15(519), such rate will be the rate set forth in Composite 3:30 P.M. Quotations for U.S. Government Securities for that day under the caption "Federal Funds/Effective Rate". If on any date of determination, the appropriate rate is not published in either H.15(519) or Composite 3:30 P.M. Quotations for U.S. Government Securities, such rate will be the arithmetic mean of the rates for the last transaction in overnight Federal funds arranged by three leading brokers of Federal funds transactions in New York City prior to 9:00 A.M., New York City time, on that day. "Fee Letter" shall mean that certain fee letter, dated as of the date hereof between the Seller and the Liquidity Agent, as amended or restated from time to time. "Fees" shall mean the sum of all amounts payable to the Certificateholders pursuant to the Fee Letter. "Fixed Period" means with respect to any Increase: (a) initially the period commencing on the date of such Increase and ending such number of days later as the Seller shall select and the Series Representative shall approve (upon notice to the Series Representative) pursuant to Section 4.2, up to 270 days from such date; and (b) thereafter each period commencing on the last day of the immediately preceding Fixed Period for such Increase and ending such number of days (not to exceed 270 days) later as the Seller shall select and the Series Representative shall approve (upon notice to the Series Representative) including 6 notice by telephone, confirmed in writing) not later than 11:00 A.M. (New York City time) on such last day, except that if the Series Representative shall not have received such notice or approved such period on or before 11:00 A.M. (New York City time) on such last day, such period shall be one day; provided that (i) in the case of any Fixed Period in respect of which the Certificate Rate is computed by reference to the rate referred to in clause (i) of the definition of Investor Rate, Fixed Period shall mean each successive period commencing on each CP Fixed Period Date for such Increase and ending on the next succeeding CP Fixed Period Date for such Increase; (ii) any Fixed Period in respect of which the Certificate Rate in respect of each such Increase is computed by reference to the Bank Rate shall be a period from one to and including 29 days, or a period of one, two or three calendar months, as the Seller may select as provided above; (iii) any Fixed Period (other than of one day) which would otherwise end on a day which is not a Business Day shall be extended to the next succeeding Business Day (provided, however, if the Certificate Rate in respect of such Fixed Period is computed by reference to the Eurodollar Rate, and such Fixed Period would otherwise end on a day which is not a Business Day, and there is no subsequent Business Day in the same calendar month as such day, such Fixed Period shall end on the next preceding Business Day); (iv) in the case of any Fixed Period of one day, (A) if such Fixed Period is the initial Fixed Period for an Increase, such Fixed Period shall be the day of

notice by telephone, confirmed in writing) not later than 11:00 A.M. (New York City time) on such last day, except that if the Series Representative shall not have received such notice or approved such period on or before 11:00 A.M. (New York City time) on such last day, such period shall be one day; provided that (i) in the case of any Fixed Period in respect of which the Certificate Rate is computed by reference to the rate referred to in clause (i) of the definition of Investor Rate, Fixed Period shall mean each successive period commencing on each CP Fixed Period Date for such Increase and ending on the next succeeding CP Fixed Period Date for such Increase; (ii) any Fixed Period in respect of which the Certificate Rate in respect of each such Increase is computed by reference to the Bank Rate shall be a period from one to and including 29 days, or a period of one, two or three calendar months, as the Seller may select as provided above; (iii) any Fixed Period (other than of one day) which would otherwise end on a day which is not a Business Day shall be extended to the next succeeding Business Day (provided, however, if the Certificate Rate in respect of such Fixed Period is computed by reference to the Eurodollar Rate, and such Fixed Period would otherwise end on a day which is not a Business Day, and there is no subsequent Business Day in the same calendar month as such day, such Fixed Period shall end on the next preceding Business Day); (iv) in the case of any Fixed Period of one day, (A) if such Fixed Period is the initial Fixed Period for an Increase, such Fixed Period shall be the day of purchase of such Increase; (B) any subsequently occurring Fixed Period which is one day shall, if the immediately preceding Fixed Period is more than one day, be the last day of such immediately preceding Fixed Period, and, if the immediately preceding Fixed Period is one day, be the day next following such immediately preceding Fixed Period; and (C) if such Fixed Period occurs on a day immediately preceding a day which is not a Business Day, such Fixed Period shall be extended to the next succeeding Business Day; and (v) in the case of any Fixed Period for any Increase which commences before the Termination Date for such Increase and would otherwise end on a date occurring after such Termination Date, such Fixed Period shall end on such Termination Date and the duration of each Fixed Period which commences on or after the Termination Date for such Increase shall be of such duration as shall be selected by the Series Representative. "Floating Allocation Percentage" shall mean, on any date of determination, the percentage equivalent of a fraction computed as IA + YR + LDR + SFR
The greater of (NRPB + CF) or SAP where: IA YR = = the Invested Amount at the time of computation. the Yield Reserve at the time of computation.

LDR = the Loss and Dilution Reserve at the time of computation. 7

SFR = the Servicing Fee Reserve at the time of computation. NRPB = the Net Receivables Pool Balance at the time of computation.
CF = the amounts on deposit in the Special Funding Account (in excess of the Minimum Balance) at the time of computation. the sum of the numerators with respect to all Classes of all Series then outstanding used to calculate the applicable allocation percentage.

SAP

=

The Floating Allocation Percentage shall be determined from time to time pursuant to the provisions of Section 4.1(a). "Funds Transfer Letter" means a letter in substantially the form of Exhibit B hereto executed and delivered by the

SFR = the Servicing Fee Reserve at the time of computation. NRPB = the Net Receivables Pool Balance at the time of computation.
CF = the amounts on deposit in the Special Funding Account (in excess of the Minimum Balance) at the time of computation. the sum of the numerators with respect to all Classes of all Series then outstanding used to calculate the applicable allocation percentage.

SAP

=

The Floating Allocation Percentage shall be determined from time to time pursuant to the provisions of Section 4.1(a). "Funds Transfer Letter" means a letter in substantially the form of Exhibit B hereto executed and delivered by the Seller to the Series Representative, as the same may be amended or restated in accordance with the terms thereof. "Incipient Pay-Out Event" shall mean an event that but for notice or lapse of time or both would constitute a Series 1996-1 Pay-Out Event. "Increase" shall mean, as the context requires, each addition to the principal amount of the Certificates made pursuant to Section 6.14(b) of the Agreement or the aggregate amount of all additions to the principal amount of the Certificates made pursuant to Section 6.14(b) of the Agreement. "Initial Invested Amount" shall mean the aggregate initial principal amount of the Series 1996-1 Certificates, which is $71,000,000. "Interest" shall mean the interest distributable in respect of the Certificates as calculated in accordance with Section 5.3(a). "Interest Period" shall mean, (i) with respect to a Distribution Date, the period from and including the preceding Distribution Date to and excluding such Distribution Date; provided, however, that the initial Interest Period shall be the period from the Closing Date to and excluding the first Distribution Date and (ii) with respect to an Interim Date, the Fixed Period ending on such Interim Date. "Interim Date" shall have the meaning specified in Section 5.3(a). "Invested Amount" shall mean, when used with respect to any date of determination, an amount equal to (a) the Initial Invested Amount, minus (b) the aggregate 8 amount of principal payments made to Certificateholders prior to such date, plus (c) all Increases; provided that if such Invested Amount shall have been reduced by any distribution and thereafter all or a portion of such distribution is rescinded or must otherwise be returned for any reason, such Invested Amount shall be increased by the amount of such rescinded or returned distribution, as though it had not been made. "Investor Rate" shall mean, for any Interest Period or portion thereof, for any Increase to the extent such Increase is funded or maintained by issuing Notes, at the option of the Series Representative (i) the per annum rate equivalent to the weighted average of the per annum rates paid or payable by CRC, from time to time as interest on or otherwise (by means of interest rate hedges or otherwise) in respect of those Notes issued by CRC, that are allocated, in whole or in part, by the Series Representative to fund or maintain such Increase during such Interest Period as determined by the Series Representative (on behalf of CRC) and reported to the Trustee [and the Liquidity Agent], which rates shall reflect and give effect to (x) the commissions of placement agents and dealers in respect of such Notes in the amount of .05% of any such Increase and (y) administration fees in the amount of .03% of any such Increase; provided, if any component of such rate is a discount rate, then in calculating the "Investor Rate" for such Interest Period, the Series Representative shall for such component use

amount of principal payments made to Certificateholders prior to such date, plus (c) all Increases; provided that if such Invested Amount shall have been reduced by any distribution and thereafter all or a portion of such distribution is rescinded or must otherwise be returned for any reason, such Invested Amount shall be increased by the amount of such rescinded or returned distribution, as though it had not been made. "Investor Rate" shall mean, for any Interest Period or portion thereof, for any Increase to the extent such Increase is funded or maintained by issuing Notes, at the option of the Series Representative (i) the per annum rate equivalent to the weighted average of the per annum rates paid or payable by CRC, from time to time as interest on or otherwise (by means of interest rate hedges or otherwise) in respect of those Notes issued by CRC, that are allocated, in whole or in part, by the Series Representative to fund or maintain such Increase during such Interest Period as determined by the Series Representative (on behalf of CRC) and reported to the Trustee [and the Liquidity Agent], which rates shall reflect and give effect to (x) the commissions of placement agents and dealers in respect of such Notes in the amount of .05% of any such Increase and (y) administration fees in the amount of .03% of any such Increase; provided, if any component of such rate is a discount rate, then in calculating the "Investor Rate" for such Interest Period, the Series Representative shall for such component use the rate resulting from converting such discount rate to an interest-bearing equivalent rate per annum; or (ii) the rate per annum (or if more than one rate, the weighted average of the rates), which rate or rates shall reflect and give effect to (x) the commissions of placement agents and dealers in respect of such Notes in the amount of .05% of any such Increase and (y) administration fees in the amount of .03% of any such Increase, at which Notes of CRC having a term equal to such Interest Period and to be issued to fund such Increase may be sold by any placement agent or commercial paper dealer selected by the Series Representative on behalf of CRC, as agreed between each such agent or dealer and the Series Representative and notice of which has been given by the Series Representative to the Trustee; provided if the rate (or rates) as agreed between any such agent or dealer and the Series Representative for Increase is a discount rate (or rates), then such rate shall be the rate (or if more than one rate, the weighted average of the rates) resulting from converting such discount rate (or rates) to an interest- bearing equivalent rate per annum. "Liquidation Day" means each day (i) on which the conditions set forth in Section 4.6 are not satisfied, and (ii) which occurs on or after the Amortization Period Commencement Date. "Liquidity Agent" shall mean Banque Paribas or any successor or assigns thereto, as liquidity agent under the Asset Purchase Agreement. "Liquidity Providers" shall mean each of the financial institutions or any successor or assigns thereto executing the Asset Purchase Agreement. "Loss and Dilution Percentage" shall mean, on any date the greater of (i) 13% or (ii) the sum of (x) the Loss Reserve Percentage and (y) the Dilution Reserve. 9 "Loss and Dilution Reserve" shall mean, on any date, an amount equal
to LDP x NRPB where: LDP NRPB = = the Loss and Dilution Percentage on such date. the Net Receivables Pool Balance at the close of business of the Servicer on such date.

"Loss Horizon Ratio" shall mean the ratio (expressed as a percentage) computed as of the last day of each Monthly Period by dividing (i) the aggregate original Outstanding Balance of all Receivables created by the Originators during the preceding four Monthly Periods by (ii) the Outstanding Balance of Receivables as of such day.

"Loss and Dilution Reserve" shall mean, on any date, an amount equal
to LDP x NRPB where: LDP NRPB = = the Loss and Dilution Percentage on such date. the Net Receivables Pool Balance at the close of business of the Servicer on such date.

"Loss Horizon Ratio" shall mean the ratio (expressed as a percentage) computed as of the last day of each Monthly Period by dividing (i) the aggregate original Outstanding Balance of all Receivables created by the Originators during the preceding four Monthly Periods by (ii) the Outstanding Balance of Receivables as of such day. "Loss Reserve Percentage" shall mean, on any date, the product of (i) 2 and (ii) the product of (x) the Average Default Ratio and (y) the Loss Horizon Ratio. "Margin" shall mean .50%; provided that on and after the Amortization Period Commencement Date, the Margin shall be 1%. "Minimum Balance" shall have the meaning specified in Section 7.5(d). "Monthly Servicing Fee" shall have the meaning specified in Section 3.1. "Note" shall mean any commercial paper or other promissory note issued by CRC to fund or maintain all or any portion of the Invested Amount. "Negative Amount" shall have the meaning specified in Section 5.2(a) (i) (C). "Principal" shall mean the principal distributable in respect of the Certificates as calculated in accordance with Section 5.4. "Rating Agency" shall mean Standard & Poor's and Moody's. "Reference Bank" shall mean for purposes of determining the Certificate Rate, Banque Paribas, its successors and assigns. "Revolving Period" shall mean the period from and including the Closing Date to, but not including, the Amortization Period Commencement Date. "Scheduled Series 1996-1 Termination Date" shall mean the November 15, 2001 Distribution Date; provided that no later than November 15, 1998, the Seller, the Originators, 10

CRC, the Liquidity Agent and CNAI may agree in writing to extend the Scheduled Series 1996-1 Termination Date for eighteen months in which event the Scheduled Series 1996-1 Termination Date shall be so extended. "Seller Retained Certificates" shall mean investor certificates of any Series which the Seller retains. "Series 1996-1" shall mean the Series of the Mail-Well Corporation Master Trust represented by the Series 1996-1 Certificates. "Series 1996-1 Certificateholder" shall mean the holder of record of any Series 1996-1 Certificate.

CRC, the Liquidity Agent and CNAI may agree in writing to extend the Scheduled Series 1996-1 Termination Date for eighteen months in which event the Scheduled Series 1996-1 Termination Date shall be so extended. "Seller Retained Certificates" shall mean investor certificates of any Series which the Seller retains. "Series 1996-1" shall mean the Series of the Mail-Well Corporation Master Trust represented by the Series 1996-1 Certificates. "Series 1996-1 Certificateholder" shall mean the holder of record of any Series 1996-1 Certificate. "Series 1996-1 Certificates" shall have the meaning specified in Section 1.1. "Series 1996-1 Pay-Out Event" shall have the meaning specified in Section 8.1. "Series 1996-1 Termination Date" shall mean the earlier to occur of (i) the day after the Distribution Date on which the Series 1996-1 Certificates are paid in full, or (ii) the Scheduled Series 1996-1 Termination Date. "Series Representative" shall mean, with respect to the Series 1996-1 Certificates, (x) CNAI, at any time that CRC (i) is a Series 1996-1 Certificateholder and (ii) is funding or maintaining any portion of the Invested Amount by issuing commercial paper or through any credit support maintained for the benefit of CRC through Citibank, N.A. and (y) the Liquidity Agent, at any time (i) the Liquidity Providers are Series 1996-1 Certificateholders or (ii) CRC is a Series 1996-1 Certificateholder and is not funding or maintaining any portion of the Invested Amount by issuing commercial paper or through any credit support maintained for the benefit of CRC through Citibank, N.A. but is funding or maintaining any portion of the Invested Amount by the transfer of participations to no Person other than the Liquidity Providers; provided, that with respect to the receipt of any notices under the Agreement, this Supplement or any other Supplement (solely with respect to delivery of notices to the Series Representative for the Series 1996-1 Certificates), "Series Representative" shall mean both CNAI and the Liquidity Agent. "Servicing Fee Rate" shall mean .5% per annum (or, in the case of a Servicer other than Mail-Well I Corporation or any Affiliate thereof, such higher amount, if any, not to exceed 1% per annum). "Servicing Fee Reserve" at any time means the sum of (i) the unpaid Servicing Fee accrued to such time plus (ii) an amount equal to (a) the Invested Amount on such date multiplied by (b) the product of (x) the Servicing Fee Rate on such date and (y) a fraction having the sum of the Average Maturity plus the Collection Delay Period (each as in effect at such date) as its numerator and 360 as its denominator. 11 "Stated Amount" means $100,000,000. References to the unused portion of the Stated Amount shall mean, at any time, the Stated Amount minus the then outstanding Invested Amount. "Termination Date" shall mean the earlier of (i) the Business Day which the Seller or the Series Representative so designates by notice to the other of at least three Business Days and (ii) the Amortization Period Commencement Date. "Yield Amount" shall mean the product of (i) Daily Yield Amount and (ii) the product of (a) DSO and (b) 2. "Yield Reserve" at any time shall mean the sum of (i) the Yield Amount and (ii) the Accrued and Unpaid Fees. ARTICLE III SERVICER Section 3.1. Servicing Compensation. The share of the Servicing Fee allocable to the Series 1996-1 Certificateholders with respect to any Distribution Date (the "Monthly Servicing Fee") shall be equal to one-

"Stated Amount" means $100,000,000. References to the unused portion of the Stated Amount shall mean, at any time, the Stated Amount minus the then outstanding Invested Amount. "Termination Date" shall mean the earlier of (i) the Business Day which the Seller or the Series Representative so designates by notice to the other of at least three Business Days and (ii) the Amortization Period Commencement Date. "Yield Amount" shall mean the product of (i) Daily Yield Amount and (ii) the product of (a) DSO and (b) 2. "Yield Reserve" at any time shall mean the sum of (i) the Yield Amount and (ii) the Accrued and Unpaid Fees. ARTICLE III SERVICER Section 3.1. Servicing Compensation. The share of the Servicing Fee allocable to the Series 1996-1 Certificateholders with respect to any Distribution Date (the "Monthly Servicing Fee") shall be equal to onetwelfth of the product of (a) the Servicing Fee Rate and (b) (i) the Invested Amount as of the last day of the Monthly Period preceding such Distribution Date, minus (ii) the product of the amounts, if any, on deposit in the Special Funding Account (in excess of the Minimum Balance) as of the last day of the Monthly Period preceding such Distribution Date and the Floating Allocation Percentage with respect to such Monthly Period. The Monthly Servicing Fee shall be payable in arrears to the Servicer solely to the extent amounts are available for distribution in respect thereof pursuant to Section 5.3. ARTICLE IV RIGHTS OF CERTIFICATEHOLDERS; INCREASES Section 4.1. Rights of Certificateholders. (a) The Series 1996-1 Certificates shall represent undivided interests in the Trust, consisting of the right to receive, to the extent necessary to make the required payments with respect to such Series 1996-1 Certificates at the times and in the amounts specified in this Agreement, (i) the Floating Allocation Percentage of Collections available in the Collection Account and (ii) funds allocable to the Series 1996-1 Certificates on deposit in the Special Funding Account. The Floating Allocation Percentage shall be automatically recomputed (or deemed to be recomputed) on each day other than the Amortization Period Commencement Date. The Floating Allocation Percentage, as computed (or deemed recomputed) as of the day immediately preceding the Amortization Period Commencement Date, shall thereafter remain constant. The Floating Allocation Percentage shall 12

become zero when the Invested Amount and accrued and unpaid Interest thereon shall have been paid in full, and all other amounts owed by the Seller hereunder to the Certificateholders, the Liquidity Providers, the Series Representative or the Liquidity Agent are paid and the Servicer shall have received the accrued Servicing Fee thereon. (b) The Seller Certificate shall represent the ownership interest in the Trust Assets not allocated to the Series 1996-1 Certificates and any other Series outstanding, including the right to receive Collections with respect to the Receivables and other amounts at the times and in the amounts specified in the Agreement or any Supplement to be paid to the Seller on behalf of the Holder of the Seller Certificate; provided, however, the ownership interest represented by the Seller Certificate and any other Series outstanding shall not represent any interest in the Collection Account or any other Series Account, except as specifically provided in Article V of the Agreement or this Supplement. Section 4.2. Increases. (a) Each Increase by the Certificateholder shall be made on at least three Business Days' notice from the Seller to the Series Representative. Each such notice shall specify (i) the amount of such Increase requested to be paid to the Seller (which shall not be less than $500,000), (ii) the date of such Increase (which shall be a Business Day), and

become zero when the Invested Amount and accrued and unpaid Interest thereon shall have been paid in full, and all other amounts owed by the Seller hereunder to the Certificateholders, the Liquidity Providers, the Series Representative or the Liquidity Agent are paid and the Servicer shall have received the accrued Servicing Fee thereon. (b) The Seller Certificate shall represent the ownership interest in the Trust Assets not allocated to the Series 1996-1 Certificates and any other Series outstanding, including the right to receive Collections with respect to the Receivables and other amounts at the times and in the amounts specified in the Agreement or any Supplement to be paid to the Seller on behalf of the Holder of the Seller Certificate; provided, however, the ownership interest represented by the Seller Certificate and any other Series outstanding shall not represent any interest in the Collection Account or any other Series Account, except as specifically provided in Article V of the Agreement or this Supplement. Section 4.2. Increases. (a) Each Increase by the Certificateholder shall be made on at least three Business Days' notice from the Seller to the Series Representative. Each such notice shall specify (i) the amount of such Increase requested to be paid to the Seller (which shall not be less than $500,000), (ii) the date of such Increase (which shall be a Business Day), and (iii) the duration of the initial Fixed Period for such Increase. (b) On the date of each such Increase, the Certificateholder shall, upon satisfaction of the applicable conditions set forth herein and in Section 6.14 of the Agreement, make available to the Seller in same day funds an amount equal to such Increase, at the account set forth in the Funds Transfer Letter. Section 4.3. Dividing or Combining Increases. Either the Seller or the Series Representative may, upon notice to the other party received at least three Business Days prior to the last day of any Fixed Period in the case of the Seller giving notice, or up to the last day of such Fixed Period in the case of the Series Representative giving notice, either (i) divide any Increase into two or more Increases having an aggregate principal amount equal to the principal amount of such divided Increase, or (ii) combine any two or more Increases originating on such last day or having Fixed Periods ending on such last day into a single Increase having principal amount equal to the aggregate of the principal amount of such Increases. Section 4.4. Increased Costs. (a) If the Certificateholder, any entity which enters into a commitment to purchase the Series 1996-1 Certificate or interests therein, or any of their respective Affiliates (each an "Affected Person") determines that compliance with any new law or regulation or on or after January 1, 1997, compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of the capital required or expected to be maintained by such Affected Person and such Affected Person determines that the amount of such capital is increased by or based upon the existence of any commitment to make purchases of or otherwise to maintain the investment in the Series 1996-1 Certificate or interests therein or to the funding thereof and other commitments of the same type, then, upon demand by such Affected Person (with a copy to the 13

Series Representative), the Seller shall immediately pay to the Series Representative, for the account of such Affected Person (as a third-party beneficiary), from time to time as specified by such Affected Person, additional amounts sufficient to compensate such Affected Person in the light of such circumstances, to the extent that such Affected Person reasonably determines such increase in capital to be allocable to the existence of any of such commitments. A certificate as to such amounts submitted to the Seller and the Series Representative by such Affected Person shall be conclusive and binding for all purposes, absent manifest error. (b) If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements) in or in the interpretation of any law or regulation or (ii) on or after January 1, 1997, compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Affected Person of agreeing to purchase or purchasing, or maintaining the ownership of the Series 1996-1 Certificate in respect of which the Certificate Rate is computed by reference to the Eurodollar Rate, then, upon demand by such Affected Person (with a copy to the Series Representative), the Seller shall immediately pay to the Series Representative (each as a third-party

Series Representative), the Seller shall immediately pay to the Series Representative, for the account of such Affected Person (as a third-party beneficiary), from time to time as specified by such Affected Person, additional amounts sufficient to compensate such Affected Person in the light of such circumstances, to the extent that such Affected Person reasonably determines such increase in capital to be allocable to the existence of any of such commitments. A certificate as to such amounts submitted to the Seller and the Series Representative by such Affected Person shall be conclusive and binding for all purposes, absent manifest error. (b) If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements) in or in the interpretation of any law or regulation or (ii) on or after January 1, 1997, compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Affected Person of agreeing to purchase or purchasing, or maintaining the ownership of the Series 1996-1 Certificate in respect of which the Certificate Rate is computed by reference to the Eurodollar Rate, then, upon demand by such Affected Person (with a copy to the Series Representative), the Seller shall immediately pay to the Series Representative (each as a third-party beneficiary), from time to time as specified by the Affected Person, additional amounts sufficient to compensate such Affected Person for such increased costs. A certificate as to such amounts submitted to the Seller and the Series Representative by such Affected Person shall be conclusive and binding for all purposes, absent manifest error. Section 4.5. Additional Interest on Increases Bearing a Eurodollar Rate. The Seller shall pay to any Certificateholder, so long as such Certificateholder shall be required under regulations of the Board of Governors of the Federal Reserve System to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency Liabilities, additional Interest on any Increase during each Fixed Period in respect of which Interest is computed by reference to the Eurodollar Rate, for such Fixed Period, at a rate per annum equal at all times during such Fixed Period to the remainder obtained by subtracting (i) the Eurodollar Rate for such Fixed Period from (ii) the rate obtained by dividing such Eurodollar Rate referred to in clause (i) above by that percentage equal to 100% minus the Eurodollar Rate Reserve Percentage of such Certificateholder for such Fixed Period, payable on each date on which Interest is payable on such Increase. Such additional Interest shall be determined by such Certificateholder and notice thereof given to the Seller through the Series Representative within 30 days after any Interest payment is made with respect to which such additional Interest is requested. A certificate as to such additional Interest submitted to the Seller and the Series Representative by such Certificateholder shall be conclusive and binding for all purposes, absent manifest error. Section 4.6. Conditions Precedent to All Increases and Reinvestments. Each Increase (including the initial Increase) and each reinvestment shall be subject to the conditions precedent that (a) in the case of each Increase, (i) there has been no Increase during the fifteen days prior to the date of such Increase and (ii) the Servicer shall have delivered to the Series Representative at least one Business Day prior to such Increase, in form and substance satisfactory to the Series Representative, a completed Daily Report, Weekly Report and Monthly 14

Settlement Report containing information covering the most recently ended reporting periods for which information is required pursuant to the Agreement and demonstrating that after giving effect to such Increase no Series 1996-1 Pay-Out Event or Incipient Pay-Out Event would occur, (b) in the case of each reinvestment, the Servicer shall have delivered to the Series Representative on or prior to the date of such reinvestment, in form and substance satisfactory to the Series Representative, a completed Daily Report containing information covering the most recently ended reporting period for which information is required pursuant to the Agreement, (c) on the date of such Increase or reinvestment the following statements shall be true (and acceptance of the proceeds of such Increase or reinvestment shall be deemed a representation and warranty by the Seller that such statements are then true): (i) The representations and warranties contained in the Agreement are correct on and as of the date of such Increase or reinvestment as though made on and as of such date, (ii) No event has occurred and is continuing, or would result from such purchase or reinvestment, that constitutes

Settlement Report containing information covering the most recently ended reporting periods for which information is required pursuant to the Agreement and demonstrating that after giving effect to such Increase no Series 1996-1 Pay-Out Event or Incipient Pay-Out Event would occur, (b) in the case of each reinvestment, the Servicer shall have delivered to the Series Representative on or prior to the date of such reinvestment, in form and substance satisfactory to the Series Representative, a completed Daily Report containing information covering the most recently ended reporting period for which information is required pursuant to the Agreement, (c) on the date of such Increase or reinvestment the following statements shall be true (and acceptance of the proceeds of such Increase or reinvestment shall be deemed a representation and warranty by the Seller that such statements are then true): (i) The representations and warranties contained in the Agreement are correct on and as of the date of such Increase or reinvestment as though made on and as of such date, (ii) No event has occurred and is continuing, or would result from such purchase or reinvestment, that constitutes a Series 1996-1 Pay-Out Event or an Incipient Pay-Out Event, and (iii) The Originators shall have sold or contributed to the Seller, pursuant to the Purchase Agreement, all Originator Receivables arising on or prior to such date, and (d) the Series Representative and the Liquidity Agent shall have received such other approvals, opinions or documents as they may reasonably request. ARTICLE V ALLOCATION AND APPLICATION OF COLLECTIONS Section 5.1. Establishment of Distribution Account. The Servicer, for the benefit of the Series 1996-1 Certificateholders, shall cause to be established and maintained in the name of the Trustee, on behalf of the Trust, an Eligible Deposit Account bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Series 1996-1 Certificateholders (the "Distribution Account"). The Servicer on behalf of the Trustee at all times shall maintain accurate records reflecting each transaction in the Distribution Account. The Servicer shall have the power, revocable by the Series Representative, to withdraw funds, and the obligation, as needed, to provide the Series Representative with all information necessary to enable the Series Representative to withdraw funds, from the Distribution Account for the purpose of carrying out its duties hereunder. All such information from the Servicer to the Series Representative shall be provided in writing; provided, however, that the Servicer is entitled to provide such information to the Series Representative by facsimile. Funds on deposit in the Distribution Account shall not be invested. 15 Section 5.2. Allocations; Payments on Seller Certificate. (a) Daily Allocations of Funds in Collection Account. Prior to the close of business on each Business Day, the Servicer will provide the Series Representative with all information necessary to enable the Trustee to apply, all Collections and other funds on deposit in the Collection Account (including all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Collection Account) in the following order and priority: (i) Out of an amount equal to the Floating Allocation Percentage of such Collections in the following order and priority: (A) set aside and hold in trust (and, at the request of the Series Representative, segregate) for the Certificateholders an amount equal to the Interest and Monthly Servicing Fee accrued through such day and not previously set aside; (B) if such day is a Distribution Date or Interim Date, set aside and hold in the Collection Account for application pursuant to Section 5.3, all amounts payable pursuant to such Section (except on any day which is a Liquidation Day,

Section 5.2. Allocations; Payments on Seller Certificate. (a) Daily Allocations of Funds in Collection Account. Prior to the close of business on each Business Day, the Servicer will provide the Series Representative with all information necessary to enable the Trustee to apply, all Collections and other funds on deposit in the Collection Account (including all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Collection Account) in the following order and priority: (i) Out of an amount equal to the Floating Allocation Percentage of such Collections in the following order and priority: (A) set aside and hold in trust (and, at the request of the Series Representative, segregate) for the Certificateholders an amount equal to the Interest and Monthly Servicing Fee accrued through such day and not previously set aside; (B) if such day is a Distribution Date or Interim Date, set aside and hold in the Collection Account for application pursuant to Section 5.3, all amounts payable pursuant to such Section (except on any day which is a Liquidation Day, amounts payable pursuant to clause (e) thereunder) on such Distribution Date or Interim Date, as the case may be; (C) if such day is not a Liquidation Day, reinvest with the Seller such Collections; provided that on any day during the Revolving Period that the Floating Allocation Percentage exceeds 100% (the amount by which the Floating Allocation Percentage exceeds 100% being, the "Negative Amount"), such Collections shall be allocated (in whole or part, as necessary) in an amount equal to the Negative Amount and used to repay the Invested Amount as contemplated by Section 5.4(a); and provided further that if the balance of funds in the Special Funding Account is less than the Minimum Balance, such Collections (in whole or in part, as necessary) in excess of the Collections allocated pursuant to the first proviso of this Section 5.2(a)(i)(C) shall be deposited into the Special Funding Account in an amount necessary to cause the balance of the Special Funding Account to equal the Minimum Balance; (D) if such day is a Liquidation Day, set aside and hold in trust (and, at the request of the Series Representative, segregate) for the Certificateholders the entire remainder of such Collections; provided that if amounts are set aside and held in trust on any Liquidation Day occurring prior to the Termination Date, and thereafter the conditions set forth in Section 4.6 are satisfied or waived by the Series Representative, such previously set aside amounts shall be reinvested in accordance with the preceding subsection (C) on the day of such subsequent satisfaction or waiver of conditions; and 16 (E) during such times as amounts are required to be reinvested in accordance with the foregoing subsection (C) or the proviso to subsection (D), pay to the Servicer for its own account any Collections ("Excess Servicing Fee") in excess of the sum of such amounts plus the amounts that are required to be set aside pursuant to subsections (A) and (B) above provided that the Servicer may, at its option, (x) deposit any or all Excess Servicing Fee into the Special Funding Account or (y) apply any or all Excess Servicing Fee to reduce the Invested Amount as contemplated by Section 5.4(a). (ii) Pay to the Holder of the Seller Certificate an amount ("Seller Collections") equal to the excess of (A) the Collections on deposit in the Collection Account over (B) the amount allocated pursuant to Section 5.2(a)(i), if any; provided that the Seller may, at its option, direct the Servicer to deposit any or all Seller Collections into the Special Funding Account or to be applied to reduce the Invested Amount as contemplated by Section 5.4(a). (b) Daily Allocations of Funds in Canadian Collection Account. Prior to the close of business on each Business Day, the Servicer will provide the Series Representative with all information necessary to enable the Trustee to apply, all Collections and other funds on deposit in the Canadian Collection Account (including all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Canadian Collection Account) in the following order and priority: (i) Out of an amount equal to the Floating Allocation Percentage of such Collections in the following order and

(E) during such times as amounts are required to be reinvested in accordance with the foregoing subsection (C) or the proviso to subsection (D), pay to the Servicer for its own account any Collections ("Excess Servicing Fee") in excess of the sum of such amounts plus the amounts that are required to be set aside pursuant to subsections (A) and (B) above provided that the Servicer may, at its option, (x) deposit any or all Excess Servicing Fee into the Special Funding Account or (y) apply any or all Excess Servicing Fee to reduce the Invested Amount as contemplated by Section 5.4(a). (ii) Pay to the Holder of the Seller Certificate an amount ("Seller Collections") equal to the excess of (A) the Collections on deposit in the Collection Account over (B) the amount allocated pursuant to Section 5.2(a)(i), if any; provided that the Seller may, at its option, direct the Servicer to deposit any or all Seller Collections into the Special Funding Account or to be applied to reduce the Invested Amount as contemplated by Section 5.4(a). (b) Daily Allocations of Funds in Canadian Collection Account. Prior to the close of business on each Business Day, the Servicer will provide the Series Representative with all information necessary to enable the Trustee to apply, all Collections and other funds on deposit in the Canadian Collection Account (including all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Canadian Collection Account) in the following order and priority: (i) Out of an amount equal to the Floating Allocation Percentage of such Collections in the following order and priority: (A) if such day is a Distribution Date or Interim Date, set aside and hold in the Canadian Collection Account for application pursuant to Section 5.3, all amounts payable pursuant to such Section (except on any day which is a Liquidation Day, amounts payable pursuant to clause (e) thereunder) to the extent that Collections and other funds on deposit in the Collection Account are insufficient to cover the withdrawals referred to in Section 5.3 on such Distribution Date or Interim Date, as the case may be; provided, that any funds so withdrawn from the Canadian Collection Account for application pursuant to Section 5.3 shall have been converted to United States Dollars in a manner acceptable to the Trustee, the Liquidity Agent and the Series Representative; (B) if such day is not a Liquidation Day, reinvest with the Seller such Collections; provided that on any day during the Revolving Period that the Floating Allocation Percentage exceeds 100%, such Collections shall be allocated (in whole or part, as necessary) in an amount equal to the Negative Amount (less any amount allocated and paid with respect to the Negative Amount pursuant to Section 5.2 (C)) and be applied to reduce the Invested Amount as contemplated by Section 5.4(a)); and provided further that if the balance of funds 17 in the Special Funding Account is less than the Minimum Balance, such Collections (in whole or in part, as necessary) in excess of the Collections allocated pursuant to the first proviso of this Section 5.2(b)(i)(B) shall (to the extent that funds deposited into the Special Funding Account pursuant to the second proviso of Section 5.2 (a)(i)(C) are insufficient to cause the balance of the Special Funding Account to equal the Minimum Balance) be deposited into the Special Funding Account in an amount necessary to cause the balance of the Special Funding Account to equal the Minimum Balance; provided, that any funds allocated pursuant to the first or second provisos of this Section 5.2(b)(i)(B) shall have been converted to United States Dollars in a manner acceptable to the Trustee, the Liquidity Agent and the Series Representative; (C) if such day is a Liquidation Day occurring prior to the Termination Date, set aside and hold in trust (and, at the request of the Series Representative, segregate) for the Certificateholders the entire remainder of such Collections; provided that if amounts are set aside and held in trust on any Liquidation Day occurring prior to the Termination Date, and thereafter the conditions set forth in Section 4.6 are satisfied or waived by the Series Representative, such previously set aside amounts shall be reinvested in accordance with the preceding subsection (B) on the day of such subsequent satisfaction or waiver of conditions; (D) if such day is a Liquidation Day occurring on or after the Termination Date, transfer the entire remainder of such Collections to the Collection Account; provided, that such funds shall have been converted to United States Dollars in a manner acceptable to the Trustee, the Liquidity Agent and the Series Representative; and (E) during such times as amounts are required to be reinvested in accordance with the foregoing subsection (B)

in the Special Funding Account is less than the Minimum Balance, such Collections (in whole or in part, as necessary) in excess of the Collections allocated pursuant to the first proviso of this Section 5.2(b)(i)(B) shall (to the extent that funds deposited into the Special Funding Account pursuant to the second proviso of Section 5.2 (a)(i)(C) are insufficient to cause the balance of the Special Funding Account to equal the Minimum Balance) be deposited into the Special Funding Account in an amount necessary to cause the balance of the Special Funding Account to equal the Minimum Balance; provided, that any funds allocated pursuant to the first or second provisos of this Section 5.2(b)(i)(B) shall have been converted to United States Dollars in a manner acceptable to the Trustee, the Liquidity Agent and the Series Representative; (C) if such day is a Liquidation Day occurring prior to the Termination Date, set aside and hold in trust (and, at the request of the Series Representative, segregate) for the Certificateholders the entire remainder of such Collections; provided that if amounts are set aside and held in trust on any Liquidation Day occurring prior to the Termination Date, and thereafter the conditions set forth in Section 4.6 are satisfied or waived by the Series Representative, such previously set aside amounts shall be reinvested in accordance with the preceding subsection (B) on the day of such subsequent satisfaction or waiver of conditions; (D) if such day is a Liquidation Day occurring on or after the Termination Date, transfer the entire remainder of such Collections to the Collection Account; provided, that such funds shall have been converted to United States Dollars in a manner acceptable to the Trustee, the Liquidity Agent and the Series Representative; and (E) during such times as amounts are required to be reinvested in accordance with the foregoing subsection (B) or the second proviso to subsection (C), pay to the Servicer for its own account any Collections ("Canadian Excess Servicing Fee") in excess of the sum of such amounts plus the amounts that are required to be set aside pursuant to subsections (A) above; provided that the Servicer may, at its option, (x) deposit any or all Canadian Excess Servicing Fee (after it shall have been converted to United States Dollars in a manner acceptable to the Trustee, the Liquidity Agent and the Series Representative) into the Special Funding Account or (y) apply any or all Canadian Excess Servicing Fee (after it shall have been converted to United States Dollars in a manner acceptable to the Trustee, the Liquidity Agent and the Series Representative) to reduce the Invested Amount and paid pursuant to Section 5.4(a). (ii) Pay to the Holder of the Seller Certificate an amount ("Canadian Seller Collections") equal to the excess of (A) the Collections on 18 deposit in the Canadian Collection Account over (B) the amount allocated pursuant to Section 5.3(a)(i), if any; provided that the Seller may, at its option, direct the Servicer to deposit any or all Canadian Seller Collections (after it shall have been converted to United States Dollars in a manner acceptable to the Trustee, the Liquidity Agent and the Series Representative) into the Special Funding Account or to be applied to reduce the Invested Amount and paid pursuant to Section 5.4(a). (c) The allocations to be made pursuant to this Section 5.2 shall also apply to deposits into the Collection Account and the Canadian Collection Account that are, in each case, treated as Collections, including adjustment payments made in accordance with Section 3.09 of the Agreement, payment of the reassignment price pursuant to Section 2.05(b) of the Agreement and proceeds from the sale, disposition or liquidation of the Receivables pursuant to Section 9.02 or 12.02 of the Agreement and Section 10.2 of this Supplement. Section 5.3. Payments for the Series 1996-1 Certificates. The Series Representative and the Liquidity Agent, acting based on information provided (which information the Servicer hereby agrees to give on each Distribution Date) by the Servicer, shall instruct the Trustee to make the following withdrawals from the Collection Account in the following order and priority: (a) Certificate Interest. On each Distribution Date, the Series Representative and the Liquidity Agent shall instruct the Trustee to withdraw from the Collection Account, to the extent available (and, to the extent that funds in the Collection Account are insufficient to do so, from the Canadian Collection Account (after the funds therein to be withdrawn shall have been converted to United States Dollars in a manner acceptable to the Trustee, the Liquidity Agent and the Series Representative)), and deposit to the Distribution Account an amount equal to the sum of (1) the product of (I) the Certificate Rate and (II) the Outstanding Balance of each Increase, as

deposit in the Canadian Collection Account over (B) the amount allocated pursuant to Section 5.3(a)(i), if any; provided that the Seller may, at its option, direct the Servicer to deposit any or all Canadian Seller Collections (after it shall have been converted to United States Dollars in a manner acceptable to the Trustee, the Liquidity Agent and the Series Representative) into the Special Funding Account or to be applied to reduce the Invested Amount and paid pursuant to Section 5.4(a). (c) The allocations to be made pursuant to this Section 5.2 shall also apply to deposits into the Collection Account and the Canadian Collection Account that are, in each case, treated as Collections, including adjustment payments made in accordance with Section 3.09 of the Agreement, payment of the reassignment price pursuant to Section 2.05(b) of the Agreement and proceeds from the sale, disposition or liquidation of the Receivables pursuant to Section 9.02 or 12.02 of the Agreement and Section 10.2 of this Supplement. Section 5.3. Payments for the Series 1996-1 Certificates. The Series Representative and the Liquidity Agent, acting based on information provided (which information the Servicer hereby agrees to give on each Distribution Date) by the Servicer, shall instruct the Trustee to make the following withdrawals from the Collection Account in the following order and priority: (a) Certificate Interest. On each Distribution Date, the Series Representative and the Liquidity Agent shall instruct the Trustee to withdraw from the Collection Account, to the extent available (and, to the extent that funds in the Collection Account are insufficient to do so, from the Canadian Collection Account (after the funds therein to be withdrawn shall have been converted to United States Dollars in a manner acceptable to the Trustee, the Liquidity Agent and the Series Representative)), and deposit to the Distribution Account an amount equal to the sum of (1) the product of (I) the Certificate Rate and (II) the Outstanding Balance of each Increase, as determined on the preceding Distribution Date (after giving effect to any reduction therein that occurs on such preceding Distribution Date) (or if there is no preceding Distribution Date, the Closing Date) multiplied by a fraction the numerator of which is the number of days in the related Interest Period (or portion thereof) to and including such Distribution Date and the denominator of which is 360, plus (2) an amount equal to the aggregate amount of the Interest Shortfalls, as defined below (the "Interest"); provided, however, that during any period that CRC is a Certicateholder, the Series Representative may, on any day other than the Distribution Date (each an "Interim Date"), withdraw from the Collection Account and deposit to the Distribution Account all or a portion of the accrued Interest allocable to the Certificate held by CRC. If the amounts on deposit in the Collection Account and the Canadian Collection Account are insufficient to pay such amounts in respect of any Interest Period, payments to the Certificateholders will be reduced by the amount of such deficiency. The amount, if any, of such deficiency for any Interest Period shall be referred to as the "Interest Shortfall" for such Interest Period. Interest shall accrue on each Interest Shortfall for each Interest Period at the Certificate 19

Rate (calculated on the basis of actual days elapsed over a year of 360 days) and such interest shall be included in the Interest Shortfalls. (b) Certificateholder Fees. On each Distribution Date, the Liquidity Agent shall instruct the Trustee to withdraw from the Collection Account, to the extent available (and, to the extent that funds in the Collection Account are insufficient to do so, from the Canadian Collection Account (after the funds therein to be withdrawn shall have been converted to United States Dollars in a manner acceptable to the Trustee, the Liquidity Agent and the Series Representative)), an amount equal to the lesser of (x) the Available Series 1996-1 Collections less any amounts withdrawn from the Collection Account pursuant to Section 5.3(a) and (y) the amount of all Fees payable for the preceding Interest Period plus all accrued and unpaid Fees in respect of previous Interest Periods, and the Series Representative shall pay such amount on the next Distribution Date to the Certificateholders.

Rate (calculated on the basis of actual days elapsed over a year of 360 days) and such interest shall be included in the Interest Shortfalls. (b) Certificateholder Fees. On each Distribution Date, the Liquidity Agent shall instruct the Trustee to withdraw from the Collection Account, to the extent available (and, to the extent that funds in the Collection Account are insufficient to do so, from the Canadian Collection Account (after the funds therein to be withdrawn shall have been converted to United States Dollars in a manner acceptable to the Trustee, the Liquidity Agent and the Series Representative)), an amount equal to the lesser of (x) the Available Series 1996-1 Collections less any amounts withdrawn from the Collection Account pursuant to Section 5.3(a) and (y) the amount of all Fees payable for the preceding Interest Period plus all accrued and unpaid Fees in respect of previous Interest Periods, and the Series Representative shall pay such amount on the next Distribution Date to the Certificateholders. (c) Servicing Fee. On each Distribution Date that Mail-Well I Corporation or an Affiliate thereof is not the Servicer, the Series Representative and the Liquidity Agent shall instruct the Trustee to withdraw from the Collection Account, to the extent available (and, to the extent that funds in the Collection Account are insufficient to do so, from the Canadian Collection Account (after the funds therein to be withdrawn shall have been converted to United States Dollars in a manner acceptable to the Trustee, the Liquidity Agent and the Series Representative)), an amount equal to the lesser of (x) the Available Series 1996-1 Collections less any amounts withdrawn from the Collection Account pursuant to Sections 5.4(a) and (b), and (y) the Monthly Servicing Fee accrued in respect of the preceding Monthly Period plus all accrued and unpaid Monthly Servicing Fees in respect of previous Monthly Periods, and the Series Representative shall pay such amount to the Servicer. (d) Certificateholder Expenses. On each Distribution Date, the Series Representative and the Liquidity Agent shall instruct the Trustee to withdraw from the Collection Account, to the extent available (and, to the extent that funds in the Collection Account are insufficient to do so, from the Canadian Collection Account (after the funds therein to be withdrawn shall have been converted to United States Dollars in a manner acceptable to the Trustee, the Liquidity Agent and the Series Representative)), an amount equal to the lesser of (x) the Available Series 1996-1 Collections less any amounts withdrawn from the Collection Account pursuant to Sections 5.3(a) through (c) and (y) the amount of all Expenses payable for the preceding Monthly Period plus all accrued and unpaid Expenses in respect of previous Monthly Periods, and the Series Representative shall pay such amount on the next Distribution Date to the Certificateholders. (e) Servicing Fee. On each Distribution Date which is not a Liquidation Day that Mail-Well I Corporation or an Affiliate thereof is the Servicer, the Series Representative and the Liquidity Agent shall instruct the Trustee to withdraw from the Collection Account, to the extent available (and, to the extent that funds in the Collection Account are insufficient to do so, from the Canadian Collection Account (after the funds therein to be withdrawn shall have been converted to United States Dollars in a manner acceptable to the Trustee, the Liquidity Agent and 20 the Series Representative)), an amount equal to the lesser of (x) the Available Series 1996-1 Collections less any amounts withdrawn from the Collection Account pursuant to Sections 5.3(a) through (d), and (y) the Monthly Servicing Fee accrued in respect of the preceding Monthly Period plus all accrued and unpaid Monthly Servicing Fees in respect of previous Monthly Periods, and the Series Representative shall pay such amount to the Servicer. Section 5.4 Determination and Payment of Principal Amounts. (a) Prior to the Amortization Period Commencement Date, the outstanding principal amount of the Series 1996-1 Certificates shall vary from time to time as Increases are made and as Collections are allocated to repay (in whole or in part) the Invested Amount pursuant to Sections 5.2(a)(i)(C) and (E), 5.2(a)(ii), 5.2(b)(i)(B) and (D), 5.2(b)(ii). In any event, the aggregate principal amount of any Series 1996-1 Certificates outstanding at any time shall not exceed the Stated Amount. (b) On each Distribution Date following the Amortization Period Commencement Date, the Servicer shall provide

the Series Representative)), an amount equal to the lesser of (x) the Available Series 1996-1 Collections less any amounts withdrawn from the Collection Account pursuant to Sections 5.3(a) through (d), and (y) the Monthly Servicing Fee accrued in respect of the preceding Monthly Period plus all accrued and unpaid Monthly Servicing Fees in respect of previous Monthly Periods, and the Series Representative shall pay such amount to the Servicer. Section 5.4 Determination and Payment of Principal Amounts. (a) Prior to the Amortization Period Commencement Date, the outstanding principal amount of the Series 1996-1 Certificates shall vary from time to time as Increases are made and as Collections are allocated to repay (in whole or in part) the Invested Amount pursuant to Sections 5.2(a)(i)(C) and (E), 5.2(a)(ii), 5.2(b)(i)(B) and (D), 5.2(b)(ii). In any event, the aggregate principal amount of any Series 1996-1 Certificates outstanding at any time shall not exceed the Stated Amount. (b) On each Distribution Date following the Amortization Period Commencement Date, the Servicer shall provide the Series Representative and the Liquidity Agent with all information necessary to enable the Series Representative to instruct the Trustee to withdraw, and on the next succeeding Distribution Date the Trustee shall, subject to the provisions of this Article V, withdraw, from the Collection Account (or, subject to Section 5.3, the Canadian Collection Account) and deposit in the Distribution Account the amount deposited in the Collections Account (or, subject to Section 5.3, the Canadian Collection Account) during the preceding Monthly Period. (c) On the final Distribution Date, the Servicer shall determine the amounts to be deposited pursuant to this sentence, and on the final Distribution Date the Servicer shall, or shall provide the Series Representative and the Liquidity Agent with all information necessary to enable the Series Representative and the Liquidity Agent to instruct the Trustee to, and the Trustee shall, withdraw all funds from the Collection Account and deposit the same into the Distribution Account. (d) On each Distribution Date occurring after a deposit is made pursuant to Section 5.4(a), the Series Representative and the Liquidity Agent shall pay in accordance with Section 6.1 to the Certificateholders from the Distribution Account the lesser of (i) the amount deposited into the Distribution Account pursuant to Section 5.4(a) on such date and (ii) the Invested Amount on such date. Section 5.5 Payment of Certificate Interest. On each Distribution Date or Interim Date, as the case may be, the Series Representative shall pay in accordance with Section 6.1(a) to the Certificateholders from the Distribution Account the amount deposited into the Distribution Account pursuant to Section 4.4(a) on such date. 21

ARTICLE VI DISTRIBUTIONS AND REPORTS TO SERIES 1996-1 INVESTOR CERTIFICATEHOLDERS Section 6.1 Distributions . (a) On each Distribution Date, the Series Representative and the Liquidity Agent shall instruct the Trustee to distribute to each Certificateholder of record on the related Record Date (other than as provided in Section 12.02 of the Agreement) such Certificateholder's pro rata share of the amounts that are allocated and available on such Distribution Date to pay Interest on the Certificates pursuant to this Supplement; provided, however, that during any period that CRC is a Certificateholder, the Series Representative and the Liquidity Agent shall distribute on each Interim Date any amounts deposited in the Distribution Account on such Interim Date on account of CRC's share of Interest pursuant to Section 5.3(a). (b) On each Distribution Date, the Series Representative and the Liquidity Provider shall instruct the Trustee to distribute to each Certificateholder of record on the related Record Date (other than as provided in Section 12.02 of the Agreement) such Certificateholder's pro rata share of the amounts that are allocated and available on such date to pay principal of the Certificates pursuant to this Supplement up to a maximum amount on any such date equal to the Invested Amount on such date. (c) The distributions to be made pursuant to this Section 6.1 are subject to the provisions of Sections 2.06, 9.02, and 12.02 of the Agreement and Sections 10.1 and 10.2 of this Supplement.

ARTICLE VI DISTRIBUTIONS AND REPORTS TO SERIES 1996-1 INVESTOR CERTIFICATEHOLDERS Section 6.1 Distributions . (a) On each Distribution Date, the Series Representative and the Liquidity Agent shall instruct the Trustee to distribute to each Certificateholder of record on the related Record Date (other than as provided in Section 12.02 of the Agreement) such Certificateholder's pro rata share of the amounts that are allocated and available on such Distribution Date to pay Interest on the Certificates pursuant to this Supplement; provided, however, that during any period that CRC is a Certificateholder, the Series Representative and the Liquidity Agent shall distribute on each Interim Date any amounts deposited in the Distribution Account on such Interim Date on account of CRC's share of Interest pursuant to Section 5.3(a). (b) On each Distribution Date, the Series Representative and the Liquidity Provider shall instruct the Trustee to distribute to each Certificateholder of record on the related Record Date (other than as provided in Section 12.02 of the Agreement) such Certificateholder's pro rata share of the amounts that are allocated and available on such date to pay principal of the Certificates pursuant to this Supplement up to a maximum amount on any such date equal to the Invested Amount on such date. (c) The distributions to be made pursuant to this Section 6.1 are subject to the provisions of Sections 2.06, 9.02, and 12.02 of the Agreement and Sections 10.1 and 10.2 of this Supplement. (d) Except as provided in Section 12.02 of the Agreement with respect to a final distribution, distributions to Certificateholders hereunder shall be made in immediately available funds to each Certificateholder in accordance with such Certificateholder's instructions or in the absence of such instructions, by check mailed to such Certificateholder's address appearing in the Certificate Register without representation or surrender of any Series 1996-1 Certificate or the making of any notation thereon. Section 6.2 Reports and Statements to Series 1996-1 Certificateholders. (a) Each day the Servicer shall deliver to the Trustee and the Series Representative a Daily Report and, not later than the 4th Business Day of each calendar week, the Servicer shall deliver to the Trustee and the Series Representative a Weekly Report. (b) Not later than each Determination Date, the Servicer shall deliver to the Trustee and the Series Representative a Monthly Settlement Report. (c) On or before January 31 of each calendar year, beginning with January 31 1997, the Series Representative, on behalf of the Trustee, shall furnish or cause to be furnished to each Person who at any time during the preceding calendar year was a Series 1996-1 22

Certificateholder, a statement prepared by the Servicer containing the information which is required to be contained in the statement to Series 1996-1 Certificateholders, as set forth in paragraph (a) above, as applicable, aggregated for such calendar year or the applicable portion thereof during which such Person was a Series 19961 Certificateholder, together with the other information as is required to be provided by an issuer of indebtedness under the Internal Revenue Code. (d) Each of the Seller, the Servicer and the Trustee agrees, as to itself, that concurrently with the sending of any notice, demand, direction, report, certificate or opinion required to be sent by it under the Agreement to any other party to the Agreement or to any Rating Agency or Series Enhancer, it will send the same to the Series Representative. Section 6.3. Additional Reporting Requirements . The Seller will provide to the Trustee and the Series Representative (in multiple copies, if requested by the Trustee or the Series Representative) the following: (i) as soon as available and in any event within 45 days after the end of the first three quarters of each fiscal year

Certificateholder, a statement prepared by the Servicer containing the information which is required to be contained in the statement to Series 1996-1 Certificateholders, as set forth in paragraph (a) above, as applicable, aggregated for such calendar year or the applicable portion thereof during which such Person was a Series 19961 Certificateholder, together with the other information as is required to be provided by an issuer of indebtedness under the Internal Revenue Code. (d) Each of the Seller, the Servicer and the Trustee agrees, as to itself, that concurrently with the sending of any notice, demand, direction, report, certificate or opinion required to be sent by it under the Agreement to any other party to the Agreement or to any Rating Agency or Series Enhancer, it will send the same to the Series Representative. Section 6.3. Additional Reporting Requirements . The Seller will provide to the Trustee and the Series Representative (in multiple copies, if requested by the Trustee or the Series Representative) the following: (i) as soon as available and in any event within 45 days after the end of the first three quarters of each fiscal year of Mail- Well, Inc., balance sheet of Mail-Well, Inc. and its Subsidiaries as of the end of such quarter and statements of income and retained earnings of Mail-Well, Inc. and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, certified by the chief financial officer of Mail- Well, Inc.; (ii) as soon as available and in any event within 90 days after the end of each fiscal year of Mail-Well, Inc., a copy of the annual report for such year for Mail-Well, Inc. and its Subsidiaries, containing financial statements for such year audited by Deloitte & Touche or other independent public accountants acceptable to the Trustee and the Series Representative; (iii) as soon as possible and in any event within five days after the occurrence of each Incipient Pay-Out Event or Series 1996-1 Pay-Out Event, a statement of the chief financial officer of the Seller setting forth the details of such Incipient Pay-Out Event or Series 1996-1 Pay-Out Event and the action that the Seller has taken and proposes to take with respect thereto; (iv) promptly after the sending or filing thereof, copies of all reports that Mail-Well, Inc. sends to any of its security holders, and copies of all reports and registration statements that Mail-Well, Inc. or any of its Subsidiaries files with the Securities and Exchange Commission or any national securities exchange; (v) promptly after the filing or receiving thereof, copies of all reports and notices that the Seller or any Affiliate files under ERISA with the Internal Revenue Service or the Pension Benefit Guaranty Corporation or the U.S. 23

Department of Labor or that the Seller or any Affiliate receives from any of the foregoing or from any multiemployer plan (within the meaning of Section 4001(a)(3) of ERISA) to which the Seller or any Affiliate is or was, within the preceding five years, a contributing employer, in each case in respect of the assessment of withdrawal liability or an event or condition which could, in the aggregate, result in the imposition of liability on the Seller and/or any such Affiliate in excess of $5,000,000; (vi) at least ten Business Days prior to any change in the name of any Originator or the Seller, a notice setting forth the new name and the effective date thereof; (vii) promptly after the Seller obtains knowledge thereof, notice of any "Insolvency Event" or "Trigger Event" as described in Article VIII, Section 2 of the Purchase Agreement; (viii) as soon as possible and in any event no later than the day of occurrence thereof, notice that any Originator has stopped selling or contributing to the Seller, pursuant to the Purchase Agreement, all newly arising Originator Receivables; (ix) at the time of the delivery of the financial statements provided for in clauses (i) and (ii) of this paragraph, a certificate of the chief financial officer or the treasurer of the Seller to the effect that, to the best of such officer's

Department of Labor or that the Seller or any Affiliate receives from any of the foregoing or from any multiemployer plan (within the meaning of Section 4001(a)(3) of ERISA) to which the Seller or any Affiliate is or was, within the preceding five years, a contributing employer, in each case in respect of the assessment of withdrawal liability or an event or condition which could, in the aggregate, result in the imposition of liability on the Seller and/or any such Affiliate in excess of $5,000,000; (vi) at least ten Business Days prior to any change in the name of any Originator or the Seller, a notice setting forth the new name and the effective date thereof; (vii) promptly after the Seller obtains knowledge thereof, notice of any "Insolvency Event" or "Trigger Event" as described in Article VIII, Section 2 of the Purchase Agreement; (viii) as soon as possible and in any event no later than the day of occurrence thereof, notice that any Originator has stopped selling or contributing to the Seller, pursuant to the Purchase Agreement, all newly arising Originator Receivables; (ix) at the time of the delivery of the financial statements provided for in clauses (i) and (ii) of this paragraph, a certificate of the chief financial officer or the treasurer of the Seller to the effect that, to the best of such officer's knowledge, no Incipient Pay-Out Event or Series 1996-1 Pay-Out Event has occurred and is continuing or, if any Incipient Pay-Out Event or Series 1996-1 Pay-Out Event has occurred and is continuing, specifying the nature and extent thereof; (x) promptly after receipt thereof, copies of all notices received by the Seller from any Originator under the Purchase Agreement; and (xi) such other information respecting the Receivables or the condition or operations, financial or otherwise, of the Seller as the Trustee or the Series Representative may from time to time reasonably request. ARTICLE VIII COVENANTS AND OTHER AGREEMENTS Section 7.1 Further Agreements. Notwithstanding anything to the contrary in the Agreement, without the prior written consent of the Series Representative in each instance: (1) the Seller shall not issue any new Series of Investor Certificates as contemplated by 24

Section 6.03 of the Agreement; (2) the Seller shall not consolidate with or merge into any other corporation or convey or transfer its properties and assets substantially as an entirety to any Person, except as contemplated by Section 7.02 of the Agreement and provided that no Incipient Pay-Out Event or Series 1996-1 Pay-Out Event shall have occurred and be continuing or would result therefrom; (3) the Servicer, if Mail-Well I Corporation, shall not consolidate with or merge into any other corporation or convey or transfer its properties and assets substantially as an entirety to any Person or assign its obligations as Servicer to any Person, other than as contemplated by Section 8.02 of the Agreement and provided that no Incipient Pay-Out Event or Series 1996-1 Pay-Out Event shall have occurred and be continuing or would result therefrom; (4) the Trustee shall not appoint a Successor Servicer (other than itself), as contemplated by Section 10.02(a) of the Agreement; and (5) the Trustee shall not change any instructions regarding the Lockboxes, the Lockbox Accounts or the Canadian Accounts or terminate any agreement relating to the Lockbox, the Lockbox Account or the Canadian Accounts. Section 7.2. Maintenance of Accounts. Notwithstanding anything to the contrary contained in the Agreement, so long as Norwest Bank Colorado, National Association shall be the Trustee, the Collection Account, the Distribution Account and the Special Funding Account shall be maintained with the Trustee and the Canadian Collection Account shall be maintained at Royal Bank of Canada. Section 7.3. Eligible Investments. Notwithstanding anything to the contrary contained in the Agreement or this Supplement, funds on deposit in the Collection Account, the Canadian Collection Account and Special Funding

Section 6.03 of the Agreement; (2) the Seller shall not consolidate with or merge into any other corporation or convey or transfer its properties and assets substantially as an entirety to any Person, except as contemplated by Section 7.02 of the Agreement and provided that no Incipient Pay-Out Event or Series 1996-1 Pay-Out Event shall have occurred and be continuing or would result therefrom; (3) the Servicer, if Mail-Well I Corporation, shall not consolidate with or merge into any other corporation or convey or transfer its properties and assets substantially as an entirety to any Person or assign its obligations as Servicer to any Person, other than as contemplated by Section 8.02 of the Agreement and provided that no Incipient Pay-Out Event or Series 1996-1 Pay-Out Event shall have occurred and be continuing or would result therefrom; (4) the Trustee shall not appoint a Successor Servicer (other than itself), as contemplated by Section 10.02(a) of the Agreement; and (5) the Trustee shall not change any instructions regarding the Lockboxes, the Lockbox Accounts or the Canadian Accounts or terminate any agreement relating to the Lockbox, the Lockbox Account or the Canadian Accounts. Section 7.2. Maintenance of Accounts. Notwithstanding anything to the contrary contained in the Agreement, so long as Norwest Bank Colorado, National Association shall be the Trustee, the Collection Account, the Distribution Account and the Special Funding Account shall be maintained with the Trustee and the Canadian Collection Account shall be maintained at Royal Bank of Canada. Section 7.3. Eligible Investments. Notwithstanding anything to the contrary contained in the Agreement or this Supplement, funds on deposit in the Collection Account, the Canadian Collection Account and Special Funding Account shall be invested in Eligible Investments. Section 7.4. Monthly Officer's Certificate. The Seller shall provide an Officer's Certificate to the Series Representative on each Determination Date to the effect that no Series 1996-1 Pay-Out Event has occurred. Section 7.5. Covenants. Until the Series 1996-1 Termination Date, the Seller: (a) shall maintain tangible net worth (calculated solely for the purpose of this Section as if the Series 1996-1 Certificates and any other Investor Certificates (other than Seller Retained Certificates) constituted Indebtedness of the Seller) no less than 10% of the aggregate amount of the Net Receivables Pool Balance; (b) shall not make or suffer to exist any loans or advances to, or extend any credit to, or make any investments (by way of transfer of property, contributions to capital, purchase of stock or securities or evidences of indebtedness, acquisition of the business or assets, or otherwise) in, any Person except (i) for purchases of Receivables pursuant to the Purchase Agreement or (ii) for investments in Eligible Investments in accordance with the terms of the Agreement and this Supplement; 25

(c) shall not request more than two Increases during any one Monthly Period; and (d) shall maintain a balance (the "Minimum Balance") in the Special Funding Account at all times equal to or greater than the amount of the Commingling Reserve as of the date the Commingling Reserve was last calculated. Section 7.6. Performance and Compliance with Contracts and Credit and Collection Policy. Each of the Servicer and the Seller, as applicable, will, at its expense, timely and fully perform and comply with all material provisions, covenants and other promises required to be observed by it under the Contracts related to the Receivables, and timely and fully comply in all material respects with the Credit and Collection Policy in regard to each Receivable and the related Contract. Section 7.7. Extension or Amendment of Receivables. The Seller will not (and the Servicer will not, other than in accordance with the Credit and Collection Policy) extend, amend or otherwise modify the terms of any Receivable, or amend, modify or waive any term or condition of any Contract related thereto. Section 7.8. Change in Business or Credit and Collection Policy. Neither the Servicer nor the Seller will make any change in the character of its business or in the Credit and Collection Policy that would, in either case, materially adversely affect the collectibility of the Receivables or the ability of the Seller to perform its obligations under the Agreement or this Supplement.

(c) shall not request more than two Increases during any one Monthly Period; and (d) shall maintain a balance (the "Minimum Balance") in the Special Funding Account at all times equal to or greater than the amount of the Commingling Reserve as of the date the Commingling Reserve was last calculated. Section 7.6. Performance and Compliance with Contracts and Credit and Collection Policy. Each of the Servicer and the Seller, as applicable, will, at its expense, timely and fully perform and comply with all material provisions, covenants and other promises required to be observed by it under the Contracts related to the Receivables, and timely and fully comply in all material respects with the Credit and Collection Policy in regard to each Receivable and the related Contract. Section 7.7. Extension or Amendment of Receivables. The Seller will not (and the Servicer will not, other than in accordance with the Credit and Collection Policy) extend, amend or otherwise modify the terms of any Receivable, or amend, modify or waive any term or condition of any Contract related thereto. Section 7.8. Change in Business or Credit and Collection Policy. Neither the Servicer nor the Seller will make any change in the character of its business or in the Credit and Collection Policy that would, in either case, materially adversely affect the collectibility of the Receivables or the ability of the Seller to perform its obligations under the Agreement or this Supplement. Section 7.9. Deposits to Lockbox Accounts and Canadian Accounts. The Seller will deposit, or cause to be deposited, all Collections of Receivables into Lockbox Accounts and all Collections of Canadian Receivables into Canadian Accounts. The Seller will not deposit or otherwise credit, or cause or permit to be so deposited or credited, to any Lockbox Account or any Canadian Account cash or cash proceeds other than Collections. Section 7.10. Marking of Records. At its expense, the Seller will mark its records evidencing Receivables and related Contracts with a legend evidencing that such Receivables and related Contracts have been sold in accordance with the Agreement and this Supplement. Section 7.11. Further Assurances. (a) The Seller agrees from time to time, at its expense, promptly to execute and deliver all further instruments and documents, and to take all further actions, that may be necessary or desirable, or that the Trustee, Series Representative or Certificateholder may reasonably request, to perfect, protect or more fully evidence the Receivables purchased under the Agreement, or to enable the Trustee, Series Representative or Certificateholders to exercise and enforce their respective rights and remedies under the 26

Agreement and this Supplement. Without limiting the foregoing, the Seller will, upon the request of the Trustee or Series Representative, execute and file such financing or continuation statements, or amendments thereto, and such other instruments and documents, that may be necessary or desirable, or that the Trustee or Series Representative may reasonably request, to perfect, protect or evidence such Receivables. (b) The Seller authorizes the Trustee and Series Representative to file financing or continuation statements, and amendments thereto and assignments thereof, relating to the Receivables, the Related Security, the related Contracts, the Collections and the other Trust Assets, with respect thereto without the signature of the Seller where permitted by law. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. Section 7.12. Audits. The Servicer will, from time to time during regular business hours as requested by the Liquidity Agent or Series Representative, permit the Liquidity Agent or Series Representative, or their respective agents or representatives (including independent public accountants, which may be the Servicer's independent public accountants), (i) to conduct periodic audits of the Receivables, the Related Security, other Trust Assets and the related books and records and collections systems of the Servicer, (ii) to examine and make copies of and abstracts from all books, records and documents (including, without limitation, computer tapes and disks) in the possession or under the control of the Servicer relating to the Receivables and the Related Security, including, without limitation, the Contracts, and (iii) to visit the offices and properties of the Servicer for the purpose of examining such materials described in clause (ii) above, and to discuss matters relating to the Receivables, the

Agreement and this Supplement. Without limiting the foregoing, the Seller will, upon the request of the Trustee or Series Representative, execute and file such financing or continuation statements, or amendments thereto, and such other instruments and documents, that may be necessary or desirable, or that the Trustee or Series Representative may reasonably request, to perfect, protect or evidence such Receivables. (b) The Seller authorizes the Trustee and Series Representative to file financing or continuation statements, and amendments thereto and assignments thereof, relating to the Receivables, the Related Security, the related Contracts, the Collections and the other Trust Assets, with respect thereto without the signature of the Seller where permitted by law. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. Section 7.12. Audits. The Servicer will, from time to time during regular business hours as requested by the Liquidity Agent or Series Representative, permit the Liquidity Agent or Series Representative, or their respective agents or representatives (including independent public accountants, which may be the Servicer's independent public accountants), (i) to conduct periodic audits of the Receivables, the Related Security, other Trust Assets and the related books and records and collections systems of the Servicer, (ii) to examine and make copies of and abstracts from all books, records and documents (including, without limitation, computer tapes and disks) in the possession or under the control of the Servicer relating to the Receivables and the Related Security, including, without limitation, the Contracts, and (iii) to visit the offices and properties of the Servicer for the purpose of examining such materials described in clause (ii) above, and to discuss matters relating to the Receivables, the Related Security, the other Trust Assets or the Servicer's performance under the Agreement or hereunder with any of the officers or employees of the Servicer having knowledge of such matters; provided, however, that the rights granted pursuant to this Section 7.12 to the Liquidity Agent or Series Representative shall be without duplication of any such rights granted to the Liquidity Agent or Series Representative under the Agreement. ARTICLE VIII PAY-OUT EVENTS Section 8.1. Series 1996-1 Pay-Out Events. If any one of the following events shall occur with respect to the Series 1996-1 Certificates: (a) failure on the part of the Seller or the Servicer (i) to provide the information necessary for the Series Representative or the Trustee to make, any payment, withdrawal or deposit required to be made by the Series Representative, the Trustee, Seller or the Servicer by the terms of (A) the Agreement or (B) this Supplement, on or before the date 27 occurring in the case of any failure to make a payment pursuant to Section 5.3 or 5.4, the earlier of one Business Day after the date on which written notice of such failure, requiring the same to be remedied, has been given to the Seller or the Servicer by the Trustee or the Series Representative, or to the Seller, the Servicer, the Series Representative and the Trustee by any Holder of Series 1996-1 Certificates or one Business Day after the date such payment or deposit is required to be made herein, (ii) to perform in all respects the Seller's covenant not to sell, pledge, assign, or transfer to any person, or grant any unpermitted lien on, any Receivable, or (iii) to duly to observe or perform in any respect any covenants or agreements of the Seller set forth in the Agreement or this Supplement, and which failure continues unremedied for a period of 10 days after the date on which written notice of such failure, requiring the same to be remedied, has been given to the Seller by the Trustee or the Series Representative, or to the Seller, the Series Representative and the Trustee by any Holder of Series 1996-1 Certificates; provided, however, that if such failure to observe or perform in any respect any such covenants or agreements is not capable of being remedied within 10 days, no such 10 day period need elapse after any such written notice of failure shall have been given. (b) any representation or warranty made by the Seller in the Agreement or the Supplement shall prove to have been incorrect when made, which continues to be incorrect in any material respect for a period of 15 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Seller by the Trustee or the Series Representative, or to the Seller, the Series Representative and the Trustee by any Holder of Series 1996-1 Certificates; provided, however, that if such representation or warranty is not

occurring in the case of any failure to make a payment pursuant to Section 5.3 or 5.4, the earlier of one Business Day after the date on which written notice of such failure, requiring the same to be remedied, has been given to the Seller or the Servicer by the Trustee or the Series Representative, or to the Seller, the Servicer, the Series Representative and the Trustee by any Holder of Series 1996-1 Certificates or one Business Day after the date such payment or deposit is required to be made herein, (ii) to perform in all respects the Seller's covenant not to sell, pledge, assign, or transfer to any person, or grant any unpermitted lien on, any Receivable, or (iii) to duly to observe or perform in any respect any covenants or agreements of the Seller set forth in the Agreement or this Supplement, and which failure continues unremedied for a period of 10 days after the date on which written notice of such failure, requiring the same to be remedied, has been given to the Seller by the Trustee or the Series Representative, or to the Seller, the Series Representative and the Trustee by any Holder of Series 1996-1 Certificates; provided, however, that if such failure to observe or perform in any respect any such covenants or agreements is not capable of being remedied within 10 days, no such 10 day period need elapse after any such written notice of failure shall have been given. (b) any representation or warranty made by the Seller in the Agreement or the Supplement shall prove to have been incorrect when made, which continues to be incorrect in any material respect for a period of 15 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Seller by the Trustee or the Series Representative, or to the Seller, the Series Representative and the Trustee by any Holder of Series 1996-1 Certificates; provided, however, that if such representation or warranty is not capable of being remedied by the Seller within 15 days, no such 15 day period need elapse after any such written notice of failure shall have been given; provided, further, that a Series 1996-1 Pay-Out Event pursuant to this Section 7.1(b) shall not be deemed to have occurred hereunder if the Seller has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period in accordance with the provisions of the Agreement; (c) any Servicer Default (other than a Servicer Default pursuant to Section 10.01(a)(v) of the Agreement) shall occur; (d) any Pay-Out Event shall occur; (e) the Trustee shall cease to have a perfected first priority ownership or security interest in the Receivables and the other Trust Assets; (f) the Seller shall fail to perform or observe any term or covenant on its part to be performed or observed contained in Section 7.5(a) hereof; (g) CRC shall not have received any fees payable to CRC by the Liquidity Agent pursuant to the fee letter dated the date hereof between the Liquidity Agent and the Series Representative; or 28

(h) a Termination Notice is given to the Servicer pursuant to Section 10.01 of the Agreement; then, the Trustee shall promptly and in any event within five days notify the Series Representative of such PayOut Event and after the applicable grace period, if any, set forth in such subparagraphs, the Holders of Certificates evidencing undivided interests aggregating more than 50% of the Invested Amount by notice then given in writing to the Trustee, the Series Representative, the Seller and the Servicer may declare that an early amortization event (a "Series 1996-1 Pay-Out Event") has occurred as of the date of such notice. ARTICLE IX OPTIONAL TERMINATION, REDUCTION OR REPURCHASE; SERIES TERMINATION Section 9.1. Optional Termination. The Series 1996-1 Certificates shall be subject to termination by the Seller at its option on any Distribution Date on or after the Distribution Date on which the Invested Amount is reduced to an amount less than or equal to 10% of the sum of the Initial Invested Amount. The deposit required in connection with any such termination and final distribution shall be made to the Distribution Account and shall be

(h) a Termination Notice is given to the Servicer pursuant to Section 10.01 of the Agreement; then, the Trustee shall promptly and in any event within five days notify the Series Representative of such PayOut Event and after the applicable grace period, if any, set forth in such subparagraphs, the Holders of Certificates evidencing undivided interests aggregating more than 50% of the Invested Amount by notice then given in writing to the Trustee, the Series Representative, the Seller and the Servicer may declare that an early amortization event (a "Series 1996-1 Pay-Out Event") has occurred as of the date of such notice. ARTICLE IX OPTIONAL TERMINATION, REDUCTION OR REPURCHASE; SERIES TERMINATION Section 9.1. Optional Termination. The Series 1996-1 Certificates shall be subject to termination by the Seller at its option on any Distribution Date on or after the Distribution Date on which the Invested Amount is reduced to an amount less than or equal to 10% of the sum of the Initial Invested Amount. The deposit required in connection with any such termination and final distribution shall be made to the Distribution Account and shall be equal to the sum of (i) the Invested Amount plus (ii) accrued and unpaid interest on the Series 1996-1 Certificates through the day prior to the Distribution Date on which the final distribution occurs, plus (iii) accrued and unpaid Fees, plus (iv) accrued and unpaid Expenses. Section 9.2. Series 1996-1 Termination . The right of the Series 1996-1 Certificateholders to receive payments from the Trust will terminate on the first Business Day following the Series 1996-1 Termination Date unless such Series is a Series as specified in Section 12.02(c) of the Agreement and the sale contemplated therein has not occurred by such date, in which event the Series 1996-1 Certificateholders shall remain entitled to receive proceeds of such sale when such sale occurs. ARTICLE X FINAL DISTRIBUTION Section 10.1. Sale of Receivables or Certificateholders' Interest pursuant to Section 2.06 of the Agreement and Section 9.1 or 9.2 of this Supplement. (a) The amount to be paid by the Seller with respect to Series 1996-1 in connection with a reassignment of Receivables to the Seller pursuant to Section 2.06 of the Agreement shall equal the Reassignment Amount for 29

the first Distribution Date following the Monthly Period in which the reassignment obligation arises under the Agreement. (b) With respect to the Reassignment Amount deposited into the Collection Account pursuant to Section 10.1 or any amounts allocable to the Series 1996-1 Certificateholders' Interest deposited into the Distribution Account pursuant to Sections 9.1 or 9.2, the Trustee shall, not later than 12:00 noon, New York City time, on the related Distribution Date, make deposits or distributions of the following amounts (in the priority set forth below and, in each case after giving effect to any deposits and distributions otherwise to be made on such date) in immediately available funds: (i) (x) the Invested Amount on such Distribution Date will be distributed to the Series Representative for payment to the Certificateholders and (y) an amount equal to the sum of (A) Interest for such Distribution Date and (B) any accrued and unpaid Fees and Expenses as of such Distribution Date, will be distributed to the Series Representative for payment to the Certificateholders and (ii) the balance, if any, will be distributed to the Servicer for its own account as an excess Servicer's fee. (c) Notwithstanding anything to the contrary in this Supplement or the Agreement, all amounts distributed to the

the first Distribution Date following the Monthly Period in which the reassignment obligation arises under the Agreement. (b) With respect to the Reassignment Amount deposited into the Collection Account pursuant to Section 10.1 or any amounts allocable to the Series 1996-1 Certificateholders' Interest deposited into the Distribution Account pursuant to Sections 9.1 or 9.2, the Trustee shall, not later than 12:00 noon, New York City time, on the related Distribution Date, make deposits or distributions of the following amounts (in the priority set forth below and, in each case after giving effect to any deposits and distributions otherwise to be made on such date) in immediately available funds: (i) (x) the Invested Amount on such Distribution Date will be distributed to the Series Representative for payment to the Certificateholders and (y) an amount equal to the sum of (A) Interest for such Distribution Date and (B) any accrued and unpaid Fees and Expenses as of such Distribution Date, will be distributed to the Series Representative for payment to the Certificateholders and (ii) the balance, if any, will be distributed to the Servicer for its own account as an excess Servicer's fee. (c) Notwithstanding anything to the contrary in this Supplement or the Agreement, all amounts distributed to the Series Representative pursuant to Section 9.1 for payment to the Series 1996-1 Certificateholders shall be deemed distributed in full to the Series 1996-1 Certificateholders on the date on which such funds are distributed to the Series Representative pursuant to this Section and shall be deemed to be a final distribution pursuant to Section 12.02 of the Agreement. Section 10.2. Distribution of Proceeds of Sale, Disposition or Liquidation of the Receivables Pursuant to Section 9.02 of the Agreement. (a) Not later than 12:00 noon, New York City time, on the Distribution Date following the date on which the Insolvency Proceeds are deposited into the Collection Account pursuant to Section 9.02(b) of the Agreement, the Trustee shall (in the following priority and, in each case, after giving effect to any deposits and distributions otherwise to be made on such Distribution Date) (i) deduct an amount equal to the sum of the Invested Amount, Fees and Interest on such Distribution Date from the Insolvency Proceeds and distribute such amount to the Series Representative for payment to the Certificateholders, provided that the amount of such distribution shall not exceed (i) the product of (x) the Insolvency Proceeds and (y) the Floating Allocation Percentage with respect to the related Monthly Period, plus (ii) Interest, Expenses and Fees. To the extent that the product of (A) the Insolvency Proceeds and (B) the Floating Allocation Percentage with respect to the related Monthly Period exceeds the aggregate amounts distributed to the Series Representative pursuant to the preceding sentence, the excess shall be allocated to the Servicer for its own account as an excess Servicer's fee and shall be released to the Servicer on such Distribution Date. (b) Notwithstanding anything to the contrary in this Supplement or the Agreement, all amounts distributed to the Series Representative pursuant to this Section for 30

payment to the Certificateholders shall be distributed in full to the Series 1996-1 Certificateholders on the date on which funds are distributed to the Series Representative pursuant to this Section and shall be deemed to be a final distribution pursuant to Section 12.02 of the Agreement. ARTICLE XI THE SERIES REPRESENTATIVE Section 11.1. Authorization and Action of the Series Representative. The Series 1996-1 Certificateholders, by acceptance of their respective Series 1996-1 Certificates, appoint and authorize the Series Representative to take such action as agent on their behalf and to exercise such powers under this Supplement as are delegated to the Series Representative by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Section 11.2. The Series Representative's Reliance, Etc. Neither the Series Representative nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or the Series Representative under or in connection with this Supplement, except for its or their own gross negligence or

payment to the Certificateholders shall be distributed in full to the Series 1996-1 Certificateholders on the date on which funds are distributed to the Series Representative pursuant to this Section and shall be deemed to be a final distribution pursuant to Section 12.02 of the Agreement. ARTICLE XI THE SERIES REPRESENTATIVE Section 11.1. Authorization and Action of the Series Representative. The Series 1996-1 Certificateholders, by acceptance of their respective Series 1996-1 Certificates, appoint and authorize the Series Representative to take such action as agent on their behalf and to exercise such powers under this Supplement as are delegated to the Series Representative by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Section 11.2. The Series Representative's Reliance, Etc. Neither the Series Representative nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or the Series Representative under or in connection with this Supplement, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Series Representative: (a) may consult with independent legal counsel (including counsel for the Trust, the Seller or the Servicer), independent certified public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (b) makes no warranty or representation to the Certificateholders or any other holder of any interest in the Trust Assets and shall not be responsible to the Certificateholders or any such other holder for any statements, warranties or representations made in or in connection with this Supplement; (c) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Supplement on the part of the Seller, the Trust, the Certificateholders or the Servicer or to inspect the property (including the books and records) of the Seller, the Trust, the Certificateholders or the Servicer; (d) shall not be responsible to the Certificateholders or any other holder of any interest in Trust Assets for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Supplement; and (e) shall incur no liability under or in respect of this Supplement by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile transmission) believed by it to be genuine and signed or sent by the proper party or parties; except in each case, for gross negligence or wilful misconduct on the part of the Series Representative. Section 11.3. The Series Representative and Affiliates. Both CNAI and Banque Paribas and their Affiliates may generally engage in any kind of business with the Seller or the Servicer or any Obligor, any of their respective Affiliates and any Person who may do business 31

with or own securities of the Seller, the Servicer or any Obligor or any of their respective Affiliates, all as if both CNAI and Banque Paribas were not the Series Representative and without any duty to account therefor to the Certificateholders or any other holder of an interest in Trust Asset. Section 11.4 Amendments, Waivers and Other Actions by the Series Representative. The Series Representative reserves the right, in its sole discretion, to exercise any rights and remedies available to the Series Representative under this Supplement (including, without limitation, the granting of any consent) or pursuant to applicable law, and also to agree to any amendment, modification or waiver of this Supplement, to the extent this Supplement provides for, or requires, the Series Representative's agreement (in its capacity as the Series Representative) to such amendment, modification or waiver. ARTICLE XII MISCELLANEOUS PROVISIONS Section 12.1. Delivery and Payment for the Series 1996-1 Certificates. The Seller shall execute and deliver the Series 1996-1 Certificates to the Trustee for authentication in accordance with Section 6.01 of the Agreement.

with or own securities of the Seller, the Servicer or any Obligor or any of their respective Affiliates, all as if both CNAI and Banque Paribas were not the Series Representative and without any duty to account therefor to the Certificateholders or any other holder of an interest in Trust Asset. Section 11.4 Amendments, Waivers and Other Actions by the Series Representative. The Series Representative reserves the right, in its sole discretion, to exercise any rights and remedies available to the Series Representative under this Supplement (including, without limitation, the granting of any consent) or pursuant to applicable law, and also to agree to any amendment, modification or waiver of this Supplement, to the extent this Supplement provides for, or requires, the Series Representative's agreement (in its capacity as the Series Representative) to such amendment, modification or waiver. ARTICLE XII MISCELLANEOUS PROVISIONS Section 12.1. Delivery and Payment for the Series 1996-1 Certificates. The Seller shall execute and deliver the Series 1996-1 Certificates to the Trustee for authentication in accordance with Section 6.01 of the Agreement. The Trustee shall deliver the Series 1996-1 Certificates to or upon the order of the Seller when authenticated in accordance with Section 6.02 of the Agreement. Section 12.2. Form of Delivery of Series 1996-1 Certificates. The Certificates shall be delivered as Registered Certificates as provided in Section 6.01 of the Agreement. Section 12.3. Legend on Series 1996-1 Certificates. (a) Each Certificate will bear a legend substantially in the following form: THIS CERTIFICATE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW OF ANY STATE AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS REGISTERED PURSUANT TO OR EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE SECURITIES LAW. Section 12.4. Ratification of Agreement. As supplemented by this Supplement, the Agreement is in all respects ratified and confirmed and the Agreement as so supplemented by this Supplement shall be read, taken, and construed as one and the same instrument. 32 Section 12.5. Counterparts. This Supplement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all of such counterparts shall together constitute but one and the same instrument. Section 12.6. GOVERNING LAW. THIS SUPPLEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. Section 12.7. Instructions in Writing. Unless otherwise provided in this Supplement, all instructions or other communications given by the Servicer or any other Person to the Trustee pursuant to this Supplement shall be in writing and shall be deemed to have been duly given if personally delivered at, mailed by registered mail, return receipt requested, or sent by facsimile transmission to the address and facsimile number of the Trustee set forth in the Agreement. Section 12.8. Confidentiality. Except as otherwise required by applicable law, each of the Servicer, the Seller, the Trustee and their respective successors and permitted assigns agrees to maintain the confidentiality of this

Section 12.5. Counterparts. This Supplement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all of such counterparts shall together constitute but one and the same instrument. Section 12.6. GOVERNING LAW. THIS SUPPLEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. Section 12.7. Instructions in Writing. Unless otherwise provided in this Supplement, all instructions or other communications given by the Servicer or any other Person to the Trustee pursuant to this Supplement shall be in writing and shall be deemed to have been duly given if personally delivered at, mailed by registered mail, return receipt requested, or sent by facsimile transmission to the address and facsimile number of the Trustee set forth in the Agreement. Section 12.8. Confidentiality. Except as otherwise required by applicable law, each of the Servicer, the Seller, the Trustee and their respective successors and permitted assigns agrees to maintain the confidentiality of this Supplement and each document related hereto or executed in connection herewith (including, without limitation, the Certificate Purchase Agreement), provided that this Supplement or any such document may be disclosed to such party's accountants, auditors and lawyers for purposes necessary to enforce or perform this Supplement or such document. [SIGNATURE PAGE TO FOLLOW.] 33

IN WITNESS WHEREOF, the Seller, the Servicer and the Trustee have caused this Series 1996-1 Supplement to be duly executed by their respective officers as of the day and year first above written. MAIL-WELL TRADE RECEIVABLES CORPORATION Seller By: Name:

Title: MAIL-WELL I CORPORATION Servicer By: Name:

Title: NORWEST BANK COLORADO, NATIONAL ASSOCIATION, Trustee By: Name:

IN WITNESS WHEREOF, the Seller, the Servicer and the Trustee have caused this Series 1996-1 Supplement to be duly executed by their respective officers as of the day and year first above written. MAIL-WELL TRADE RECEIVABLES CORPORATION Seller By: Name:

Title: MAIL-WELL I CORPORATION Servicer By: Name:

Title: NORWEST BANK COLORADO, NATIONAL ASSOCIATION, Trustee By: Name:

Title: 34

Exhibit A [FORM OF INVESTOR CERTIFICATE] THIS CERTIFICATE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW OF ANY STATE AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS REGISTERED PURSUANT TO OR EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE SECURITIES LAW. No. _____ $____________ MAIL-WELL RECEIVABLES MASTER TRUST CERTIFICATE, SERIES 1996-1 Evidencing an undivided interest in a trust, the corpus of which consists of receivables generated from time to time in the ordinary course of business by Mail-Well I Corporation ("Mail-Well" or the "Servicer") and certain of its Affiliates and other assets and interests constituting the Trust (as hereinafter defined) under the Agreement defined below.

Exhibit A [FORM OF INVESTOR CERTIFICATE] THIS CERTIFICATE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW OF ANY STATE AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS REGISTERED PURSUANT TO OR EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE SECURITIES LAW. No. _____ $____________ MAIL-WELL RECEIVABLES MASTER TRUST CERTIFICATE, SERIES 1996-1 Evidencing an undivided interest in a trust, the corpus of which consists of receivables generated from time to time in the ordinary course of business by Mail-Well I Corporation ("Mail-Well" or the "Servicer") and certain of its Affiliates and other assets and interests constituting the Trust (as hereinafter defined) under the Agreement defined below. (Not an interest in or a recourse obligation of Mail-Well Trade Receivables Corporation, Mail-Well or any affiliate of either of them.) This certifies that _____________ (the "Certificateholder") is the registered owner of a fractional undivided interest in the Mail-Well Receivables Master Trust (the "Trust") issued pursuant to the Pooling and Servicing Agreement, dated as of November 13, 1996 (the "Pooling and Servicing Agreement"; such term to include any amendment thereto or restatement thereof) by and between Mail-Well Trade Receivables Corporation, as Seller (the "Seller"), Mail- Well, as the Servicer, and Norwest Bank Colorado, National Association, as Trustee (the "Trustee"), and the Series 1996-1 Supplement, dated as of November 13, 1996 (the "Series 1996-1 Supplement"), among the Seller, the Servicer and the Trustee. The Pooling and Servicing Agreement, as supplemented by the Series 1996-1 Supplement, is herein referred to as the "Agreement." The corpus of the Trust consists of all of the Seller's right, title and interest in, to and under the Trust Assets (as defined in the Agreement). This Certificate does not purport to summarize the Agreement and reference is made to that Agreement for information with respect to the interests, rights, benefits, obligations, A-1 proceeds, and duties evidenced hereby and the rights, duties and obligations of the Seller, the Servicer and the Trustee. To the extent not defined herein, the capitalized terms used herein have the meanings ascribed to them in the Agreement. This Certificate is one of a Series of Certificates entitled "Mail- Well Corporation Master Trust Certificates, Series 1996-1" (the "Certificates"), each of which represents a fractional undivided interest in the Trust, and is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement, as amended or restated from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. The Seller has structured the Agreement and the Certificates with the intention that the Certificates will qualify under applicable tax law as indebtedness, and both the Seller and each holder of a Certificate (a "Certificateholder") or any interest therein by acceptance of its Certificate or any interest therein, agrees to treat the Certificates for purposes of federal, state and local income or franchise taxes and any other tax imposed on or measured by income, as indebtedness. Each Certificate represents the right to receive interest at the Certificate Rate. Interest and principal on the Certificates will accrue from the Closing Date and will be distributed on December 15, 1996, and on the 15th

proceeds, and duties evidenced hereby and the rights, duties and obligations of the Seller, the Servicer and the Trustee. To the extent not defined herein, the capitalized terms used herein have the meanings ascribed to them in the Agreement. This Certificate is one of a Series of Certificates entitled "Mail- Well Corporation Master Trust Certificates, Series 1996-1" (the "Certificates"), each of which represents a fractional undivided interest in the Trust, and is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement, as amended or restated from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. The Seller has structured the Agreement and the Certificates with the intention that the Certificates will qualify under applicable tax law as indebtedness, and both the Seller and each holder of a Certificate (a "Certificateholder") or any interest therein by acceptance of its Certificate or any interest therein, agrees to treat the Certificates for purposes of federal, state and local income or franchise taxes and any other tax imposed on or measured by income, as indebtedness. Each Certificate represents the right to receive interest at the Certificate Rate. Interest and principal on the Certificates will accrue from the Closing Date and will be distributed on December 15, 1996, and on the 15th day of each calendar month thereafter, or if such day is not a Business Day, on the next succeeding Business Day (each, a "Distribution Date"), in an amount determined as provided in the Series 1996-1 Supplement. On the earliest of (i) the November 15, 2001 Distribution Date, (ii) the first Distribution Date following the occurrence of a Series 1996-1 Pay-Out Event and (iii) such other date agreed upon by the Series 1996-1 Certificateholders and the Series Representative, interest and principal will be distributed to the Certificateholders monthly on each Distribution Date prior to the Series Termination Date. Interest for any Distribution Date will include accrued interest at the Certificate Rate from and including the preceding Distribution Date or, in the case of the first Distribution Date from and including the Closing Date, to but excluding such Distribution Date. Interest for any Distribution Date due but not paid on any Distribution Date will be due on the next succeeding Distribution Date together with, to the extent permitted by applicable law, additional interest on such amount at the Certificate Rate. "Invested Amount" means, on any date of determination, an amount equal to (a) the initial principal balance of the Certificates, minus (b) the aggregate amount of principal payments made to Certificateholders prior to such date, and plus (c) all Increases; provided that if such Invested Amount shall have been reduced by any distribution and thereafter all or a portion of such distribution is rescinded or must otherwise be returned for any reason, such Invested Amount shall be increased by the amount of such rescinded or returned distribution, as though it had not been made. A-2 All principal of and interest on the Certificates are due and payable no later than the November 15, 2002 Distribution Date (or if such day is not a Business Day, the next succeeding Business Day) (the "Series Termination Date"). After the Series Termination Date, neither the Trustee nor the Seller will have any further obligation to distribute principal or interest on the Certificates. In the event that the Invested Amount is greater than zero on the Series Termination Date, the Trustee will sell or cause to be sold, to the extent necessary, an amount of interests in the Receivables or certain of the Receivables up to the sum of the Invested Amount at the close of business on such date (but not more than the total amount of Receivables allocable to the Series 1996-1 Certificates), and shall pay the proceeds to the Certificateholders pro rata in final payment of the Certificates. Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement, or be valid for any purpose. [SIGNATURE PAGE TO FOLLOW.] A-3

IN WITNESS WHEREOF, the Seller has caused this Certificate to be duly executed under its official seal.

All principal of and interest on the Certificates are due and payable no later than the November 15, 2002 Distribution Date (or if such day is not a Business Day, the next succeeding Business Day) (the "Series Termination Date"). After the Series Termination Date, neither the Trustee nor the Seller will have any further obligation to distribute principal or interest on the Certificates. In the event that the Invested Amount is greater than zero on the Series Termination Date, the Trustee will sell or cause to be sold, to the extent necessary, an amount of interests in the Receivables or certain of the Receivables up to the sum of the Invested Amount at the close of business on such date (but not more than the total amount of Receivables allocable to the Series 1996-1 Certificates), and shall pay the proceeds to the Certificateholders pro rata in final payment of the Certificates. Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement, or be valid for any purpose. [SIGNATURE PAGE TO FOLLOW.] A-3

IN WITNESS WHEREOF, the Seller has caused this Certificate to be duly executed under its official seal. MAIL-WELL TRADE RECEIVABLES CORPORATION By: Name: Title: Dated: A-4

CERTIFICATE OF AUTHENTICATION This is one of the Certificates referred to in the Agreement. NORWEST BANK COLORADO, NATIONAL ASSOCIATION, as Trustee By: Name:

Title: A-5

EXHIBIT 10.42 SERIES 1996-1 CERTIFICATE PURCHASE AGREEMENT dated as of November 15, 1996 among MAIL-WELL TRADE RECEIVABLES CORPORATION,

IN WITNESS WHEREOF, the Seller has caused this Certificate to be duly executed under its official seal. MAIL-WELL TRADE RECEIVABLES CORPORATION By: Name: Title: Dated: A-4

CERTIFICATE OF AUTHENTICATION This is one of the Certificates referred to in the Agreement. NORWEST BANK COLORADO, NATIONAL ASSOCIATION, as Trustee By: Name:

Title: A-5

EXHIBIT 10.42 SERIES 1996-1 CERTIFICATE PURCHASE AGREEMENT dated as of November 15, 1996 among MAIL-WELL TRADE RECEIVABLES CORPORATION, as Seller, CORPORATE RECEIVABLES CORPORATION, as Purchaser, NORWEST BANK COLORADO, NATIONAL ASSOCIATION, as Trustee, and MAIL-WELL I CORPORATION, as Servicer

CERTIFICATE OF AUTHENTICATION This is one of the Certificates referred to in the Agreement. NORWEST BANK COLORADO, NATIONAL ASSOCIATION, as Trustee By: Name:

Title: A-5

EXHIBIT 10.42 SERIES 1996-1 CERTIFICATE PURCHASE AGREEMENT dated as of November 15, 1996 among MAIL-WELL TRADE RECEIVABLES CORPORATION, as Seller, CORPORATE RECEIVABLES CORPORATION, as Purchaser, NORWEST BANK COLORADO, NATIONAL ASSOCIATION, as Trustee, and MAIL-WELL I CORPORATION, as Servicer

TABLE OF CONTENTS
Page ---ARTICLE I DEFINITIONS................................................................... SECTION 1.01 Defined Terms................................................... SECTION 1.02 Other Definitional Provisions................................... SECTION 2.01 Purchase and Sale of the Certificate............................ ARTICLE III FEES, INTEREST AND INCREASED COSTS............................................ SECTION 3.01 Fees............................................................ SECTION 3.02 Interest........................................................ SECTION 3.03 Increased Costs and Additional Interest......................... 1 1 3 4

4 4 4 5

EXHIBIT 10.42 SERIES 1996-1 CERTIFICATE PURCHASE AGREEMENT dated as of November 15, 1996 among MAIL-WELL TRADE RECEIVABLES CORPORATION, as Seller, CORPORATE RECEIVABLES CORPORATION, as Purchaser, NORWEST BANK COLORADO, NATIONAL ASSOCIATION, as Trustee, and MAIL-WELL I CORPORATION, as Servicer

TABLE OF CONTENTS
Page ---ARTICLE I DEFINITIONS................................................................... SECTION 1.01 Defined Terms................................................... SECTION 1.02 Other Definitional Provisions................................... SECTION 2.01 Purchase and Sale of the Certificate............................ ARTICLE III FEES, INTEREST AND INCREASED COSTS............................................ SECTION 3.01 Fees............................................................ SECTION 3.02 Interest........................................................ SECTION 3.03 Increased Costs and Additional Interest......................... 1 1 3 4

4 4 4 5

ARTICLE IV CONDITIONS PRECEDENT.......................................................... 5 SECTION 4.01 Conditions Precedent to the Purchaser's Obligation to Purchase the Certificate....................................... 5 ARTICLE V ASSIGNMENTS/TRANSFERS......................................................... SECTION 5.01 Assignments/Transfers........................................... SECTION 5.02 Rights of Transferee............................................ SECTION 5.03 Notice of Assignment/Transfer................................... ARTICLE VI MISCELLANEOUS................................................................. SECTION 6.01 Amendments, Etc................................................. SECTION 6.02 Notices, Etc.................................................... SECTION 6.03 No Waiver; Remedies............................................. SECTION 6.04 Binding Effect; Survival........................................ SECTION 6.05 No Proceedings.................................................. SECTION 6.06 Captions and Cross References...................................

7 7 7 7

7 7 8 8 8 8 8

TABLE OF CONTENTS
Page ---ARTICLE I DEFINITIONS................................................................... SECTION 1.01 Defined Terms................................................... SECTION 1.02 Other Definitional Provisions................................... SECTION 2.01 Purchase and Sale of the Certificate............................ ARTICLE III FEES, INTEREST AND INCREASED COSTS............................................ SECTION 3.01 Fees............................................................ SECTION 3.02 Interest........................................................ SECTION 3.03 Increased Costs and Additional Interest......................... 1 1 3 4

4 4 4 5

ARTICLE IV CONDITIONS PRECEDENT.......................................................... 5 SECTION 4.01 Conditions Precedent to the Purchaser's Obligation to Purchase the Certificate....................................... 5 ARTICLE V ASSIGNMENTS/TRANSFERS......................................................... SECTION 5.01 Assignments/Transfers........................................... SECTION 5.02 Rights of Transferee............................................ SECTION 5.03 Notice of Assignment/Transfer................................... ARTICLE VI MISCELLANEOUS................................................................. SECTION 6.01 Amendments, Etc................................................. SECTION 6.02 Notices, Etc.................................................... SECTION 6.03 No Waiver; Remedies............................................. SECTION 6.04 Binding Effect; Survival........................................ SECTION 6.05 No Proceedings.................................................. SECTION 6.06 Captions and Cross References...................................

7 7 7 7

7 7 8 8 8 8 8

i
Page ---Governing Law.................................. 9 Submission to JurisdictioN..................... 9 Waiver of Jury TriaL........................... 9 Execution in Counterparts...................... 9

SECTION SECTION SECTION SECTION

6.07 6.08 6.09 6.10

ii SERIES 1996-1 CERTIFICATE PURCHASE AGREEMENT dated as of November 15, 1996 among MAILWELL TRADE RECEIVABLES CORPORATION, as seller (the "Seller"), CORPORATE RECEIVABLES CORPORATION, as purchaser (the "Purchaser"),NORWEST BANK COLORADO, NATIONAL ASSOCIATION, as trustee (the "Trustee"), and MAIL-WELL I CORPORATION, as servicer (the "Servicer"). In consideration of the mutual agreements herein contained, the parties hereto hereby agree as follows: ARTICLE I DEFINITIONS SECTION 1.01 Defined Terms. Whenever used in this Agreement, the following words and phrases shall have the following meanings, and the definitions of such terms are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms.

SECTION SECTION SECTION SECTION

6.07 6.08 6.09 6.10

Page ---Governing Law.................................. 9 Submission to JurisdictioN..................... 9 Waiver of Jury TriaL........................... 9 Execution in Counterparts...................... 9

ii SERIES 1996-1 CERTIFICATE PURCHASE AGREEMENT dated as of November 15, 1996 among MAILWELL TRADE RECEIVABLES CORPORATION, as seller (the "Seller"), CORPORATE RECEIVABLES CORPORATION, as purchaser (the "Purchaser"),NORWEST BANK COLORADO, NATIONAL ASSOCIATION, as trustee (the "Trustee"), and MAIL-WELL I CORPORATION, as servicer (the "Servicer"). In consideration of the mutual agreements herein contained, the parties hereto hereby agree as follows: ARTICLE I DEFINITIONS SECTION 1.01 Defined Terms. Whenever used in this Agreement, the following words and phrases shall have the following meanings, and the definitions of such terms are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms. "Agreement" shall mean this Series 1996-1 Certificate Purchase Agreement as the same may be amended, supplemented, restated or otherwise modified from time to time. "Assignment" shall have the meaning specified in the Series 1996-1 Asset Purchase Agreement. "Certificate Purchase Price" shall have the meaning specified in Section 2.01(a) of this Agreement. "CNAI" shall mean Citicorp North America, Inc., as agent for the Purchaser. "GAAP" shall mean generally accepted accounting principles in the United States, as in effect from time to time. "Liquidity Provider" shall mean the liquidity providers party to the Series 1996-1 Asset Purchase Agreement, as their names appear on the signature page thereto and any successors, permitted transferees and assigns thereof. "Liquidity Provider Commitment" shall have the meaning specified in the Series 1996-1 Asset Purchase Agreement. "Maximum Invested Amount" shall mean $100,000,000. "Note" shall mean the commercial paper or other promissory note issued by the Purchaser. "Obligations" shall mean all obligations of the Seller and the Servicer to the Trustee, the Trust, the Purchaser, the Liquidity Providers and their respective successors, permitted transferees and assigns, arising under or in connection with the Transaction Documents, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing, or due or to become due. "Ownership Interest" shall have the meaning specified in the Series 1996-1 Asset Purchase Agreement.

SERIES 1996-1 CERTIFICATE PURCHASE AGREEMENT dated as of November 15, 1996 among MAILWELL TRADE RECEIVABLES CORPORATION, as seller (the "Seller"), CORPORATE RECEIVABLES CORPORATION, as purchaser (the "Purchaser"),NORWEST BANK COLORADO, NATIONAL ASSOCIATION, as trustee (the "Trustee"), and MAIL-WELL I CORPORATION, as servicer (the "Servicer"). In consideration of the mutual agreements herein contained, the parties hereto hereby agree as follows: ARTICLE I DEFINITIONS SECTION 1.01 Defined Terms. Whenever used in this Agreement, the following words and phrases shall have the following meanings, and the definitions of such terms are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms. "Agreement" shall mean this Series 1996-1 Certificate Purchase Agreement as the same may be amended, supplemented, restated or otherwise modified from time to time. "Assignment" shall have the meaning specified in the Series 1996-1 Asset Purchase Agreement. "Certificate Purchase Price" shall have the meaning specified in Section 2.01(a) of this Agreement. "CNAI" shall mean Citicorp North America, Inc., as agent for the Purchaser. "GAAP" shall mean generally accepted accounting principles in the United States, as in effect from time to time. "Liquidity Provider" shall mean the liquidity providers party to the Series 1996-1 Asset Purchase Agreement, as their names appear on the signature page thereto and any successors, permitted transferees and assigns thereof. "Liquidity Provider Commitment" shall have the meaning specified in the Series 1996-1 Asset Purchase Agreement. "Maximum Invested Amount" shall mean $100,000,000. "Note" shall mean the commercial paper or other promissory note issued by the Purchaser. "Obligations" shall mean all obligations of the Seller and the Servicer to the Trustee, the Trust, the Purchaser, the Liquidity Providers and their respective successors, permitted transferees and assigns, arising under or in connection with the Transaction Documents, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing, or due or to become due. "Ownership Interest" shall have the meaning specified in the Series 1996-1 Asset Purchase Agreement. "Percentage Interest" shall have the meaning specified in the Series 1996-1 Asset Purchase Agreement. "Permitted Assignee" shall have the meaning specified in the Series 1996-1 Asset Purchase Agreement. "Pooling and Servicing Agreement" shall mean the Pooling and Servicing Agreement, dated as of the date hereof, among the Seller, the Servicer and the Trustee, as the same may from time to time be amended, supplemented, restated or otherwise modified. "Purchaser" shall have the meaning specified in the preamble to this Agreement.

"Note" shall mean the commercial paper or other promissory note issued by the Purchaser. "Obligations" shall mean all obligations of the Seller and the Servicer to the Trustee, the Trust, the Purchaser, the Liquidity Providers and their respective successors, permitted transferees and assigns, arising under or in connection with the Transaction Documents, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing, or due or to become due. "Ownership Interest" shall have the meaning specified in the Series 1996-1 Asset Purchase Agreement. "Percentage Interest" shall have the meaning specified in the Series 1996-1 Asset Purchase Agreement. "Permitted Assignee" shall have the meaning specified in the Series 1996-1 Asset Purchase Agreement. "Pooling and Servicing Agreement" shall mean the Pooling and Servicing Agreement, dated as of the date hereof, among the Seller, the Servicer and the Trustee, as the same may from time to time be amended, supplemented, restated or otherwise modified. "Purchaser" shall have the meaning specified in the preamble to this Agreement. "S&P" shall mean Standard & Poor's Ratings Service, a division of The McGraw-Hill Companies, or its successor. "Seller" shall have the meaning specified in the preamble to this Agreement. "Seller Receivable" shall mean a Receivable acquired by the Seller pursuant to the Purchase Agreement other than those reconveyed to the Seller pursuant to Section 5.04 of the Purchase Agreement. "Series 1996-1 Asset Purchase Agreement" shall mean the Series 1996-1 Asset Purchase Agreement, dated as of the date hereof, among Banque Paribas, New York Branch as liquidity agent thereunder, the Liquidity Providers party thereto, the Purchaser and , as the same may from time to time be amended, supplemented, restated or otherwise modified. "Series 1996-1 Supplement" shall mean the Series 1996-1 Supplement dated as of the date hereof to the Pooling and Servicing Agreement, among the Seller, the Servicer and 2

the Trustee, as the same may from time to time be amended, supplemented, restated or otherwise modified. "Servicer" shall have the meaning, initially, specified in the preamble to this Agreement, and after the appointment of a Successor Servicer pursuant to the terms of the Pooling and Servicing Agreement, shall mean the Successor Servicer. "Transaction Documents" shall mean, collectively, this Agreement, the Series Certificate, the Pooling and Servicing Agreement, the Purchase Agreement, the Series 1996-1 Supplement, the Series 1996-1 Asset Purchase Agreement, the Articles or Certificate of Incorporation and the By-Laws of the Seller and any other agreement or instrument related or delivered pursuant to any of the foregoing documents. "Trust" shall mean the Mail-Well Receivables Master Trust created by the Pooling and Servicing Agreement. "Trustee" shall mean Norwest Bank Colorado, National Association, solely in its capacity as trustee on behalf of the Trust, or its successor in interest, or any successor trustee appointed as herein provided. "UCC" shall mean the Uniform Commercial Code, as amended from

the Trustee, as the same may from time to time be amended, supplemented, restated or otherwise modified. "Servicer" shall have the meaning, initially, specified in the preamble to this Agreement, and after the appointment of a Successor Servicer pursuant to the terms of the Pooling and Servicing Agreement, shall mean the Successor Servicer. "Transaction Documents" shall mean, collectively, this Agreement, the Series Certificate, the Pooling and Servicing Agreement, the Purchase Agreement, the Series 1996-1 Supplement, the Series 1996-1 Asset Purchase Agreement, the Articles or Certificate of Incorporation and the By-Laws of the Seller and any other agreement or instrument related or delivered pursuant to any of the foregoing documents. "Trust" shall mean the Mail-Well Receivables Master Trust created by the Pooling and Servicing Agreement. "Trustee" shall mean Norwest Bank Colorado, National Association, solely in its capacity as trustee on behalf of the Trust, or its successor in interest, or any successor trustee appointed as herein provided. "UCC" shall mean the Uniform Commercial Code, as amended from time to time, as in effect in any applicable or specified jurisdiction. SECTION 1.02 Other Definitional Provisions. (a) As used herein, in the Certificate and any certificate or other document made or delivered pursuant hereto or thereto, accounting terms not defined in this Agreement and accounting terms partly defined in this Agreement to the extent not defined, shall have the respective meanings given to them under GAAP. To the extent that the definitions of accounting terms herein are inconsistent with the meanings of such terms under GAAP, the definitions contained herein shall control. (b) The words "hereof", "herein" and "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, subsection, Schedule and Exhibit references are to a Section, subsection, Schedule and Exhibit in or to this Agreement unless otherwise specified. (c) All capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Series 1996-1 Supplement. 3

ARTICLE II PURCHASE AND SALE OF THE CERTIFICATE SECTION 2.01 Purchase and Sale of the Certificate. (a) On the terms and subject to the conditions set forth in the Pooling and Servicing Agreement, the Series 1996-1 Supplement and this Agreement, and in reliance on the covenants, representations and agreements set forth herein, the Seller agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Seller, the Certificate on the Closing Date for an initial price not to exceed the Maximum Invested Amount, as may be agreed by the Seller and the Purchaser on the Closing Date (the "Certificate Purchase Price"). (b) On the Closing Date, the Seller will deliver to the Series Representative, on behalf of the Purchaser, the Certificate, dated the Closing Date, registered in the name of the Purchaser and duly authenticated in accordance with the provisions of the Pooling and Servicing Agreement against delivery by the Series Representative, on behalf of the Purchaser, to the Seller of the Certificate Purchase Price. ARTICLE III FEES, INTEREST AND INCREASED COSTS

ARTICLE II PURCHASE AND SALE OF THE CERTIFICATE SECTION 2.01 Purchase and Sale of the Certificate. (a) On the terms and subject to the conditions set forth in the Pooling and Servicing Agreement, the Series 1996-1 Supplement and this Agreement, and in reliance on the covenants, representations and agreements set forth herein, the Seller agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Seller, the Certificate on the Closing Date for an initial price not to exceed the Maximum Invested Amount, as may be agreed by the Seller and the Purchaser on the Closing Date (the "Certificate Purchase Price"). (b) On the Closing Date, the Seller will deliver to the Series Representative, on behalf of the Purchaser, the Certificate, dated the Closing Date, registered in the name of the Purchaser and duly authenticated in accordance with the provisions of the Pooling and Servicing Agreement against delivery by the Series Representative, on behalf of the Purchaser, to the Seller of the Certificate Purchase Price. ARTICLE III FEES, INTEREST AND INCREASED COSTS SECTION 3.01 Fees. The Seller shall pay to the Series Representative such fees for its own account and for the account of the Purchaser in such amounts and at such times as set forth in the Fee Letter. SECTION 3.02 Interest. Interest shall accrue and be payable as provided in the Series 1996-1 Supplement. SECTION 3.03 Increased Costs and Additional Interest. The Seller shall pay such increased costs and additional costs and interest in such amounts, at such times and to such parties as set forth in the Series 1996-1 Supplement. ARTICLE IV CONDITIONS PRECEDENT SECTION 4.01 Conditions Precedent to the Purchaser's Obligation to Purchase the Certificate. The obligation of the Purchaser to purchase the Certificate on the Closing Date is 4

subject to the condition precedent that the conditions precedent under the Purchase Agreement, the Series 19961 Supplement and the Pooling and Servicing Agreement have been satisfied to the reasonable satisfaction of (or waived in writing by) the Liquidity Agent, the Series Representative, CNAI and the Purchaser and to the satisfaction of the following conditions precedent: (a) The representations and warranties of the Seller and the Originator contained in the Purchase Agreement and the Pooling and Servicing Agreement are correct in all material respects on and as of the Closing Date as though made on such day (and shall be deemed to have been made on such day); (b) No event shall have occurred and be continuing, or would result from the transactions contemplated by this Agreement that constitutes a Pay Out Event or an Incipient Pay Out Event; (c) The Series Representative and the Liquidity Agent shall have received on or before the Closing Date each of the following items, each (unless otherwise indicated) dated the Closing Date, in form and substance satisfactory to the Series Representative: (i) Acknowledgment copies or stamped receipt copies of proper financing statements (Form UCC-1) or other

subject to the condition precedent that the conditions precedent under the Purchase Agreement, the Series 19961 Supplement and the Pooling and Servicing Agreement have been satisfied to the reasonable satisfaction of (or waived in writing by) the Liquidity Agent, the Series Representative, CNAI and the Purchaser and to the satisfaction of the following conditions precedent: (a) The representations and warranties of the Seller and the Originator contained in the Purchase Agreement and the Pooling and Servicing Agreement are correct in all material respects on and as of the Closing Date as though made on such day (and shall be deemed to have been made on such day); (b) No event shall have occurred and be continuing, or would result from the transactions contemplated by this Agreement that constitutes a Pay Out Event or an Incipient Pay Out Event; (c) The Series Representative and the Liquidity Agent shall have received on or before the Closing Date each of the following items, each (unless otherwise indicated) dated the Closing Date, in form and substance satisfactory to the Series Representative: (i) Acknowledgment copies or stamped receipt copies of proper financing statements (Form UCC-1) or other similar instruments or documents, as may be necessary or, in the opinion of the Series Representative and the Liquidity Agent, desirable under the UCC or any comparable law to perfect the first priority position of the sale by the Seller to the Trust of the Receivables and the proceeds thereof. (ii) Acknowledgment copies or stamped receipt copies of proper financing statements (Form UCC-3) or other similar instruments or documents, if any, as may be necessary or, in the opinion of the Series Representative and the Liquidity Agent, desirable under the UCC or any comparable law to release all security interests and other rights of any Person (other than the Seller and the Trust) in the Receivables and the proceeds thereof. (iii) A certificate of the Secretary or Assistant Secretary of Seller, the Servicer and the Trustee, dated the date hereof, certifying (i) the names and true signatures of incumbent officers of such Person authorized to sign this Agreement and the other documents to be delivered by it hereunder, (ii) that the copy of the certificate of incorporation of such Person attached thereto is a complete and correct copy and that such certificate of incorporation has not been amended, modified or supplemented and is in full force and effect, (iii) that the copy of the by-laws of such Person attached thereto is a complete and 5

correct copy and that such by-laws have not been amended, modified or supplemented and are in full force and effect, (iv) that the copy of the resolutions of such Person's board of directors attached thereto approving and authorizing the execution, delivery and performance by such Person of the Transaction Documents to which such Person is a party and the documents related thereto is a complete and correct copy and that such. resolutions have not been amended, modified or supplemented and are in full force and effect. (iv) Completed requests for information, dated on or before the Closing Date, listing all effective financing statements filed in the jurisdictions referred to in clause (ii) above that name the Seller as debtor, together with copies of such other financing statements (none of which (after giving effect to the UCC-3 amendments described in clause (ii) above) shall cover any Receivable). (v) A Tax Opinion. (vi) Copies of executed lockbox agreements in form and substance satisfactory to the Series Representative and the Liquidity Agent with respect to each Lockbox Account, duly executed by the Seller, the Lockbox Bank holding such Lockbox Account and any other parties thereto. (d) The Series Representative and the Liquidity Agent shall have determined, in each case, in its sole discretion, that the Certificate has a credit quality equivalent to a rating of at least Baa3 by Moody's and at least BBB- by S&P; and (e) The Series Representative and the Liquidity Agent shall have received, as applicable, such other approvals,

correct copy and that such by-laws have not been amended, modified or supplemented and are in full force and effect, (iv) that the copy of the resolutions of such Person's board of directors attached thereto approving and authorizing the execution, delivery and performance by such Person of the Transaction Documents to which such Person is a party and the documents related thereto is a complete and correct copy and that such. resolutions have not been amended, modified or supplemented and are in full force and effect. (iv) Completed requests for information, dated on or before the Closing Date, listing all effective financing statements filed in the jurisdictions referred to in clause (ii) above that name the Seller as debtor, together with copies of such other financing statements (none of which (after giving effect to the UCC-3 amendments described in clause (ii) above) shall cover any Receivable). (v) A Tax Opinion. (vi) Copies of executed lockbox agreements in form and substance satisfactory to the Series Representative and the Liquidity Agent with respect to each Lockbox Account, duly executed by the Seller, the Lockbox Bank holding such Lockbox Account and any other parties thereto. (d) The Series Representative and the Liquidity Agent shall have determined, in each case, in its sole discretion, that the Certificate has a credit quality equivalent to a rating of at least Baa3 by Moody's and at least BBB- by S&P; and (e) The Series Representative and the Liquidity Agent shall have received, as applicable, such other approvals, opinions or documents as either or both of them may request. ARTICLE V ASSIGNMENTS/TRANSFERS SECTION 5.01 Assignments/Transfers. The Purchaser may assign its rights or delegate its obligations hereunder or any interest herein to any Person, subject to the terms of this Agreement, or transfer the Certificate to any Person, subject to the terms of the Pooling and Servicing Agreement and the Series 1996-1 Supplement, in each case without the consent of the Seller, including, without limitation the transfer of the Certificate to the Liquidity Providers pursuant to the terms of the Series 1996-1 Asset Purchase Agreement. 6 SECTION 5.02 Rights of Transferee. Upon the transfer by the Purchaser of the Certificate (a) the transferee receiving such transfer shall have all of the rights of the Purchaser with respect to the Certificate and (b) all references to the Purchaser in the Transaction Documents shall be deemed to apply to such transferee to the extent of its interest in the related Collections. SECTION 5.03 Notice of Assignment/Transfer. The Purchaser shall promptly provide notice to the Seller, the Trustee and the Series Representative of any assignment of its rights or delegation of its obligations hereunder or any interest herein or a transfer of the Certificate by the Purchaser to any transferee. ARTICLE VI MISCELLANEOUS SECTION 6.01 Amendments, Etc. This Agreement and the rights and obligations of the parties hereunder may not be changed orally, but only by an instrument in writing signed by all parties hereto in accordance with this Section 6.01. This Agreement may be amended from time to time by all parties hereto (i) to cure any ambiguity, (ii) to correct or supplement any provisions herein which may be inconsistent with any other provisions herein or in any other Transaction Document, (iii) to add any other provisions with respect to matters or questions arising under this Agreement or any Transaction Document that shall not be inconsistent with the provisions of this Agreement or any Transaction Document, and (iv) to change, modify, delete or add any other obligation of any of the parties hereto.

SECTION 5.02 Rights of Transferee. Upon the transfer by the Purchaser of the Certificate (a) the transferee receiving such transfer shall have all of the rights of the Purchaser with respect to the Certificate and (b) all references to the Purchaser in the Transaction Documents shall be deemed to apply to such transferee to the extent of its interest in the related Collections. SECTION 5.03 Notice of Assignment/Transfer. The Purchaser shall promptly provide notice to the Seller, the Trustee and the Series Representative of any assignment of its rights or delegation of its obligations hereunder or any interest herein or a transfer of the Certificate by the Purchaser to any transferee. ARTICLE VI MISCELLANEOUS SECTION 6.01 Amendments, Etc. This Agreement and the rights and obligations of the parties hereunder may not be changed orally, but only by an instrument in writing signed by all parties hereto in accordance with this Section 6.01. This Agreement may be amended from time to time by all parties hereto (i) to cure any ambiguity, (ii) to correct or supplement any provisions herein which may be inconsistent with any other provisions herein or in any other Transaction Document, (iii) to add any other provisions with respect to matters or questions arising under this Agreement or any Transaction Document that shall not be inconsistent with the provisions of this Agreement or any Transaction Document, and (iv) to change, modify, delete or add any other obligation of any of the parties hereto. SECTION 6.02 Notices, Etc. All Notices provided for hereunder shall, unless otherwise stated herein, be in writing and shall be deemed to have been duly given if personally delivered at, mailed by registered mail, return receipt requested, or sent by facsimile transmission (i) in the case of the Seller, to 23 Inverness Way East, Suite 160, Englewood, Colorado 80112, (ii) in the case of the Purchaser, to 450 Mamaroneck Avenue, Harrison, New York 10528, (iii) in the case of the Trustee, to 1740 Broadway, Denver, Colorado 80274, (iv) in the case of the Servicer, to 23 Inverness Way East, Englewood, Colorado 80112 and (v) as to each party, at such other address or facsimile number as shall be designated by such party in a written notice to each other party. SECTION 6.03 No Waiver; Remedies. No failure to exercise and no delay in exercising, on the part of any party hereto, any right, remedy, power or privilege hereunder, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of 7

any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law. SECTION 6.04 Binding Effect; Survival. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, and the provisions of Sections 3.03 and 3.04 shall inure to the benefit of the Liquidity Providers and their respective successors and assigns. This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect until one year and one day after the earlier of the date on which all Obligations are paid in full or the Trust shall terminate in accordance with the Pooling and Servicing Agreement. The provisions of Sections 3.03 and 3.04 shall be continuing and shall survive any termination of this Agreement. SECTION 6.05 No Proceedings. The Seller, the Trustee and the Servicer each hereby agrees that it will not institute against the Purchaser, or join any other Person in instituting against the Purchaser, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law for one year and one day after the latest maturing Note issued by the Purchaser is paid. SECTION 6.06 Captions and Cross References. The various captions (including, without limitation, the table of contents) in this Agreement are provided solely for convenience of reference and shall not affect the meaning or interpretation of any provision of this Agreement. SECTION 6.07 Governing Law. This Agreement shall be governed by, and construed in accordance with, the

any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law. SECTION 6.04 Binding Effect; Survival. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, and the provisions of Sections 3.03 and 3.04 shall inure to the benefit of the Liquidity Providers and their respective successors and assigns. This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect until one year and one day after the earlier of the date on which all Obligations are paid in full or the Trust shall terminate in accordance with the Pooling and Servicing Agreement. The provisions of Sections 3.03 and 3.04 shall be continuing and shall survive any termination of this Agreement. SECTION 6.05 No Proceedings. The Seller, the Trustee and the Servicer each hereby agrees that it will not institute against the Purchaser, or join any other Person in instituting against the Purchaser, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law for one year and one day after the latest maturing Note issued by the Purchaser is paid. SECTION 6.06 Captions and Cross References. The various captions (including, without limitation, the table of contents) in this Agreement are provided solely for convenience of reference and shall not affect the meaning or interpretation of any provision of this Agreement. SECTION 6.07 Governing Law. This Agreement shall be governed by, and construed in accordance with, the law of the State of New York (without giving effect to the conflict of law principles thereof). SECTION 6.08 Submission to Jurisdiction. Each party hereto hereby irrevocably submits to the non-exclusive jurisdiction of any federal court of the United States of America sitting in New York City or, if jurisdiction is not available in such federal court, New York state court, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other transaction document, and hereby (a) irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such New York state or federal court; and (b) irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. As an alternative method of service, the Seller also irrevocably consents to the service of any and all process in any such action or proceeding by the mailing of copies of such process to the Servicer at its address specified herein. Nothing in this Section 6.08 shall 8

affect the right of any party hereto to bring any action or proceeding against another party hereto or any of its properties in the courts of any other jurisdiction. SECTION 6.09 Waiver of Jury Trial. Each party hereto waives any right to a trial by jury in any action or proceeding to enforce or defend any rights under or relating to this Agreement, any other Transaction Document, or any amendment, instrument, document or agreement delivered or which may in the future be delivered in connection herewith or therewith or arising from any course of conduct, course of dealing, statements (whether verbal or written), actions of any of the parties hereto or any other relationship existing in connection with this Agreement or any other Transaction Document, and agrees that any such action or proceeding shall be tried before a court and not before a jury. SECTION 6.10 Execution in Counterparts. This Agreement may be executed in two or more counterparts (and by different parties on separate counterparts), each of which shall be an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile shall be effective as delivery of a manually executed counterpart of this Agreement. [SIGNATURE PAGE TO FOLLOW.] 9

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their

affect the right of any party hereto to bring any action or proceeding against another party hereto or any of its properties in the courts of any other jurisdiction. SECTION 6.09 Waiver of Jury Trial. Each party hereto waives any right to a trial by jury in any action or proceeding to enforce or defend any rights under or relating to this Agreement, any other Transaction Document, or any amendment, instrument, document or agreement delivered or which may in the future be delivered in connection herewith or therewith or arising from any course of conduct, course of dealing, statements (whether verbal or written), actions of any of the parties hereto or any other relationship existing in connection with this Agreement or any other Transaction Document, and agrees that any such action or proceeding shall be tried before a court and not before a jury. SECTION 6.10 Execution in Counterparts. This Agreement may be executed in two or more counterparts (and by different parties on separate counterparts), each of which shall be an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile shall be effective as delivery of a manually executed counterpart of this Agreement. [SIGNATURE PAGE TO FOLLOW.] 9

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers thereunto duly authorized as of the date first above written. MAIL-WELL TRADE RECEIVABLES CORPORATION, as Seller By________________________________ Name: Title: CORPORATE RECEIVABLES CORPORATION, as Purchaser By: Citicorp North America, Inc. By __________________________ Name: Title: NORWEST BANK COLORADO, NATIONAL ASSOCIATION, as Trustee By __________________________ Name: Title: MAIL-WELL I CORPORATION, as Servicer By __________________________ Name: Title: 10

EXHIBIT 10.43

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers thereunto duly authorized as of the date first above written. MAIL-WELL TRADE RECEIVABLES CORPORATION, as Seller By________________________________ Name: Title: CORPORATE RECEIVABLES CORPORATION, as Purchaser By: Citicorp North America, Inc. By __________________________ Name: Title: NORWEST BANK COLORADO, NATIONAL ASSOCIATION, as Trustee By __________________________ Name: Title: MAIL-WELL I CORPORATION, as Servicer By __________________________ Name: Title: 10

EXHIBIT 10.43 INTERCREDITOR AGREEMENT Dated as of November 15, 1996 by and among CITICORP NORTH AMERICA, INC., as Securitization Company Agent BANQUE PARIBAS, NEW YORK BRANCH, as Liquidity Agent BANQUE PARIBAS, as Credit Lenders' Agent NORWEST BANK COLORADO, NATIONAL ASSOCIATION, as Trustee MAIL-WELL TRADE RECEIVABLES CORPORATION, as Receivables Seller

EXHIBIT 10.43 INTERCREDITOR AGREEMENT Dated as of November 15, 1996 by and among CITICORP NORTH AMERICA, INC., as Securitization Company Agent BANQUE PARIBAS, NEW YORK BRANCH, as Liquidity Agent BANQUE PARIBAS, as Credit Lenders' Agent NORWEST BANK COLORADO, NATIONAL ASSOCIATION, as Trustee MAIL-WELL TRADE RECEIVABLES CORPORATION, as Receivables Seller MAIL-WELL I CORPORATION, as Servicer, Originator and the Mail-Well Credit Borrower SUPREMEX INC., as the Supremex Credit Borrower and THE OTHER PARTIES HERETO

TABLE OF CONTENTS ----------------ARTICLE 1. DEFINITIONS.................................................................... 1.1. Certain Defined Terms.......................................................... 1.2. References to Terms Defined in the Purchaser Documents and the Loan Documents.. ARTICLE 2. INTERCREDITOR PROVISIONS....................................................... 2.1. Priorities with Respect to Purchased Property, Etc............................ 2.2. [Reserved].................................................................... 2.3. Distribution of Proceeds...................................................... 2.4. Collection Accounts........................................................... 2.5. Enforcement Actions........................................................... 2.6. Access to and Use of Credit Collateral and Purchased Property................. 2.7. Accountings................................................................... 2.8. Agency for Perfection......................................................... 2.9. UCC Notices................................................................... 2.10. Independent Credit Investigations............................................. 2.11. Limitation on Liability of Parties to Each Other.............................. 2.12. Amendments to Financing Arrangements or to this Agreement..................... 2.13. Marshalling of Assets......................................................... 2.14. Relative Rights............................................................... 2.15. Effect Upon Loan Documents and Purchaser Documents............................ 2.16. Nature of the Credit Claims and Modification of Loan Documents................ 2.17. Nature of the Purchaser Claims and Modification of Purchaser Documents........ 2.18. Further Assurances............................................................ 2.19. Filing........................................................................ 2.20. Reports....................................................................... PAGE 3 3 8 8 8 12 12 13 14 15 17 17 17 18 18 18 19 19 19 20 20 20 20 21

TABLE OF CONTENTS ----------------ARTICLE 1. DEFINITIONS.................................................................... 1.1. Certain Defined Terms.......................................................... 1.2. References to Terms Defined in the Purchaser Documents and the Loan Documents.. ARTICLE 2. INTERCREDITOR PROVISIONS....................................................... 2.1. Priorities with Respect to Purchased Property, Etc............................ 2.2. [Reserved].................................................................... 2.3. Distribution of Proceeds...................................................... 2.4. Collection Accounts........................................................... 2.5. Enforcement Actions........................................................... 2.6. Access to and Use of Credit Collateral and Purchased Property................. 2.7. Accountings................................................................... 2.8. Agency for Perfection......................................................... 2.9. UCC Notices................................................................... 2.10. Independent Credit Investigations............................................. 2.11. Limitation on Liability of Parties to Each Other.............................. 2.12. Amendments to Financing Arrangements or to this Agreement..................... 2.13. Marshalling of Assets......................................................... 2.14. Relative Rights............................................................... 2.15. Effect Upon Loan Documents and Purchaser Documents............................ 2.16. Nature of the Credit Claims and Modification of Loan Documents................ 2.17. Nature of the Purchaser Claims and Modification of Purchaser Documents........ 2.18. Further Assurances............................................................ 2.19. Filing........................................................................ 2.20. Reports....................................................................... PAGE 3 3 8 8 8 12 12 13 14 15 17 17 17 18 18 18 19 19 19 20 20 20 20 21

ARTICLE 3. MISCELLANEOUS.................................................................. 3.1. Notices........................................................................ 3.2. Agreement Absolute............................................................. 3.3. Successors and Assigns......................................................... 3.4. Beneficiaries.................................................................. 3.5. GOVERNING LAW.................................................................. 3.6. Section Titles................................................................. 3.7. Severability................................................................... 3.8. Execution in Counterparts...................................................... 3.9. Limited Recourse...............................................................

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INTERCREDITOR AGREEMENT dated as of November 15, 1996 (as modified, amended, restated or supplemented from time to time in accordance with the terms hereof, this "AGREEMENT"), by and among: CITICORP NORTH AMERICA, INC. (in its capacity as Securitization Company Agent under the Asset Purchase Agreement (as defined below), together with its successors and assigns (including pursuant to any refinancing, replacement or refunding) in such capacity, the "SECURITIZATION COMPANY AGENT"), BANQUE PARIBAS, NEW YORK BRANCH (in its capacity as Liquidity Agent for the Liquidity Providers (as defined below) under the Asset Purchase Agreement, together with its permitted successors and assigns (including pursuant to any refinancing, replacement or refunding) in such capacity, the "LIQUIDITY AGENT"), BANQUE PARIBAS (in its capacity as agent for the Credit Lenders (as defined below), together with its permitted successors and assigns (including pursuant to any refinancing, replacement or refunding) in such capacity, the "CREDIT LENDERS' AGENT"), NORWEST BANK COLORADO, NATIONAL ASSOCIATION (in its capacity as Trustee under the Pooling and Servicing Agreement (as defined below), together with its successors and assigns (including pursuant to any refinancing, replacement or refunding) in such capacity, the "TRUSTEE"), MAIL-WELL TRADE RECEIVABLES CORPORATION (the "RECEIVABLES SELLER"), MAIL-WELL I CORPORATION ("MAIL-WELL" and in its capacity as Servicer under the Pooling and Servicing Agreement, the "SERVICER", and as Originator under the Pooling and Servicing Agreement together with any other Person (as defined below) named as an originator under, or added as an originator in accordance with, the PCA (as defined below), the "ORIGINATOR", and in its capacity as borrower under the Mail-Well Credit Agreement (as defined below), the "MAIL-WELL CREDIT BORROWER") and SUPREMEX INC., in its capacity as borrower under the Supremex Credit Agreement (as defined below) the "SUPREMEX CREDIT BORROWER", and together with the Mail-Well Credit Borrower,

INTERCREDITOR AGREEMENT dated as of November 15, 1996 (as modified, amended, restated or supplemented from time to time in accordance with the terms hereof, this "AGREEMENT"), by and among: CITICORP NORTH AMERICA, INC. (in its capacity as Securitization Company Agent under the Asset Purchase Agreement (as defined below), together with its successors and assigns (including pursuant to any refinancing, replacement or refunding) in such capacity, the "SECURITIZATION COMPANY AGENT"), BANQUE PARIBAS, NEW YORK BRANCH (in its capacity as Liquidity Agent for the Liquidity Providers (as defined below) under the Asset Purchase Agreement, together with its permitted successors and assigns (including pursuant to any refinancing, replacement or refunding) in such capacity, the "LIQUIDITY AGENT"), BANQUE PARIBAS (in its capacity as agent for the Credit Lenders (as defined below), together with its permitted successors and assigns (including pursuant to any refinancing, replacement or refunding) in such capacity, the "CREDIT LENDERS' AGENT"), NORWEST BANK COLORADO, NATIONAL ASSOCIATION (in its capacity as Trustee under the Pooling and Servicing Agreement (as defined below), together with its successors and assigns (including pursuant to any refinancing, replacement or refunding) in such capacity, the "TRUSTEE"), MAIL-WELL TRADE RECEIVABLES CORPORATION (the "RECEIVABLES SELLER"), MAIL-WELL I CORPORATION ("MAIL-WELL" and in its capacity as Servicer under the Pooling and Servicing Agreement, the "SERVICER", and as Originator under the Pooling and Servicing Agreement together with any other Person (as defined below) named as an originator under, or added as an originator in accordance with, the PCA (as defined below), the "ORIGINATOR", and in its capacity as borrower under the Mail-Well Credit Agreement (as defined below), the "MAIL-WELL CREDIT BORROWER") and SUPREMEX INC., in its capacity as borrower under the Supremex Credit Agreement (as defined below) the "SUPREMEX CREDIT BORROWER", and together with the Mail-Well Credit Borrower, collectively, the "CREDIT BORROWERS"). RECITALS: A. The Originator has agreed to sell, transfer and assign to the Receivables Seller, and the Receivables Seller has agreed to purchase or otherwise acquire from the Originator, all of the right, title and interest of the Originator in the Receivables (as hereinafter defined) pursuant to a Purchase and Contribution Agreement (as amended, supplemented, modified or restated from time to time, and as the same may be refinanced, replaced or refunded, the "PCA") dated as of the date hereof between the Originator and the Receivables Seller. B. The Receivables Seller, the Servicer and the Trustee are parties to a Pooling and Servicing Agreement dated as of the date hereof (as amended, supplemented (including, without limitation, as supplemented by the Series 1996- 1 Supplement thereto), modified or restated from time to time, and as the same may be refinanced, replaced or refunded, the "POOLING AND SERVICING AGREEMENT") pursuant to which the Receivables Seller has agreed to transfer to the Trustee the Receivables purchased by or contributed to the Receivables Seller pursuant to the PCA.

C. The PCA and the Pooling and Servicing Agreement provide for the filing of UCC financing statements to perfect the ownership and security interests of the parties thereto with respect to the property covered thereby. D. The Receivables Seller, Corporate Receivables Corporation (the "Receivables Purchaser"), the Servicer and the Trustee are parties to a Certificate Purchase Agreement dated as of the date hereof (as amended, supplemented, modified or restated from time to time, and as the same may be refinanced, replaced or refunded, the "CERTIFICATE PURCHASE AGREEMENT") pursuant to which the Receivables Purchaser has agreed to purchase the Series 1996-1 Certificate (as defined in the Purchaser Documents) which represents an interest in the Receivables. E. The Receivables Purchaser, the Liquidity Providers parties thereto (the "LIQUIDITY PROVIDERS"), the Securitization Company Agent and the Liquidity Agent are parties to an Asset Purchase Agreement dated as of the date hereof (as amended, supplemented, modified or restated from time to time, and as the same may be refinanced, replaced or refunded, the "ASSET PURCHASE AGREEMENT") pursuant to which the Liquidity Providers have agreed to purchase the Series 1996-1 Certificate from the Receivables Purchaser. F. Mail-Well, certain subsidiaries of Mail-Well, Paribas Properties, Inc. (as lessor), Banque Paribas, as agent,

C. The PCA and the Pooling and Servicing Agreement provide for the filing of UCC financing statements to perfect the ownership and security interests of the parties thereto with respect to the property covered thereby. D. The Receivables Seller, Corporate Receivables Corporation (the "Receivables Purchaser"), the Servicer and the Trustee are parties to a Certificate Purchase Agreement dated as of the date hereof (as amended, supplemented, modified or restated from time to time, and as the same may be refinanced, replaced or refunded, the "CERTIFICATE PURCHASE AGREEMENT") pursuant to which the Receivables Purchaser has agreed to purchase the Series 1996-1 Certificate (as defined in the Purchaser Documents) which represents an interest in the Receivables. E. The Receivables Purchaser, the Liquidity Providers parties thereto (the "LIQUIDITY PROVIDERS"), the Securitization Company Agent and the Liquidity Agent are parties to an Asset Purchase Agreement dated as of the date hereof (as amended, supplemented, modified or restated from time to time, and as the same may be refinanced, replaced or refunded, the "ASSET PURCHASE AGREEMENT") pursuant to which the Liquidity Providers have agreed to purchase the Series 1996-1 Certificate from the Receivables Purchaser. F. Mail-Well, certain subsidiaries of Mail-Well, Paribas Properties, Inc. (as lessor), Banque Paribas, as agent, and the lenders, including the "Financing Lenders" and the "Equity Lenders" as described and defined therein, which are parties thereto (the "EQUIPMENT LENDERS") are entering into the "Equipment Lease Facility Documents", as such term is defined in the Mail-Well Credit Agreement (the "EQUIPMENT LEASE FACILITY DOCUMENTS") pursuant to which the Equipment Lenders are making loans to Paribas Properties, Inc. to finance its purchase of certain equipment from Mail-Well which is, concurrently therewith, being leased to Mail-Well and, in part, sub-leased by Mail-Well to certain subsidiaries of Mail-Well. G. The Mail-Well Credit Borrower, the Credit Lenders' Agent, the lenders party thereto from time to time (the "MAIL-WELL CREDIT LENDERS") and certain subsidiaries of the Mail-Well Credit Borrower are parties to a Third Amended and Restated Credit Agreement, dated as of the date hereof (as amended, supplemented, modified or restated from time to time, and as the same may be refinanced, replaced or refunded, the "MAILWELL CREDIT AGREEMENT"). H. The Supremex Credit Borrower, the Credit Lenders' Agent, the lenders party thereto from time to time (the "SUPREMEX CREDIT LENDERS", and together with the Mail-Well Credit Lenders and the Equipment Lenders, collectively, the "CREDIT LENDERS"), Innova Envelope Inc., and Mail-Well are parties to an Amended and Restated Credit Agreement, dated as of the date hereof (as amended, supplemented, modified or restated from time to time, and as the same may be refinanced, replaced or refunded, the "SUPREMEX CREDIT AGREEMENT", and together with the Mail-Well Credit Agreement and the Equipment Lease Facility Documents, the "CREDIT AGREEMENTS"). 2

I. To secure their obligations to the Credit Lenders and Credit Lenders' Agent under the Credit Agreements and other Loan Documents and to the Equipment Lenders under the Equipment Lease Facility Documents, the Credit Borrowers and certain Affiliates thereof have granted to the Credit Lenders' Agent for the benefit of the Credit Lenders' Agent, the Credit Lenders, as applicable, a security interest in, among other things, certain collateral, including, without limitation, certain accounts receivable, inventory, equipment and certain general intangibles, including, without limitation, the Receivables, and all proceeds of the foregoing. J. The parties hereto wish to set forth certain agreements with respect to the Purchased Property (as hereinafter defined) and with respect to the Collateral (as hereinafter defined). NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants contained herein, and for other good and valuable consideration, receipt of which is hereby acknowledged, it is hereby agreed as follows: ARTICLE 1. DEFINITIONS. 1.1. Certain Defined Terms. As used in this Agreement, the following terms shall have the following meanings

I. To secure their obligations to the Credit Lenders and Credit Lenders' Agent under the Credit Agreements and other Loan Documents and to the Equipment Lenders under the Equipment Lease Facility Documents, the Credit Borrowers and certain Affiliates thereof have granted to the Credit Lenders' Agent for the benefit of the Credit Lenders' Agent, the Credit Lenders, as applicable, a security interest in, among other things, certain collateral, including, without limitation, certain accounts receivable, inventory, equipment and certain general intangibles, including, without limitation, the Receivables, and all proceeds of the foregoing. J. The parties hereto wish to set forth certain agreements with respect to the Purchased Property (as hereinafter defined) and with respect to the Collateral (as hereinafter defined). NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants contained herein, and for other good and valuable consideration, receipt of which is hereby acknowledged, it is hereby agreed as follows: ARTICLE 1. DEFINITIONS. 1.1. Certain Defined Terms. As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined): "AGREEMENT" has the meaning ascribed to such term in the preamble hereto. "ASSET PURCHASE AGREEMENT" has the meaning ascribed to such term in the recitals hereto. "BUSINESS DAY" has the meaning ascribed to such term in the Pooling and Servicing Agreement. "CERTIFICATE PURCHASE AGREEMENT" has the meaning ascribed to such term in the recitals hereto. "CLAIMS" means the Credit Claims or the Purchaser Claims, as applicable. "COLLATERAL" means all property (including proceeds thereof) and interests in property (including proceeds thereof), now owned or hereafter acquired or created, of any one or more of the Loan Parties in or upon which a Credit Security Interest is granted or purported to be granted by any one or more of the Loan Parties to the Credit Lenders or the Credit Lenders' Agent under any of the Loan Documents. 3

"COLLECTION ACCOUNT" has the meaning ascribed to such term in the Pooling and Servicing Agreement. "COLLECTIONS" has the meaning ascribed to such term in the definition of "Receivables." "CONTRACT" has the meaning ascribed to such term in the Pooling and Servicing Agreement. "CREDIT AGREEMENTS" has the meaning ascribed to such term in the recitals hereto. "CREDIT BORROWERS" has the meaning ascribed to such term in the preamble hereto. "CREDIT CLAIMS" means all loans, advances, liabilities and obligations for the payment of monetary amounts (whether or not such payment is then required or contingent, or amounts are liquidated or determinable) owing by any Loan Party to the Credit Lenders' Agent or any Credit Lender, of any kind or nature, present or future, whether or not evidenced by any note, agreement or other instrument, arising under any of the Loan Documents. This term includes all principal, interest (including, without limitation, interest accruing after the commencement of a bankruptcy, insolvency or similar proceeding relating to the Credit Borrowers, whether or not such interest is an allowed claim in any such proceeding), any reimbursement obligations, obligations with respect to letters of credit or bankers' acceptances, fees and expenses due thereunder, and any costs of collection or enforcement, attorneys' fees and any other sum chargeable to any Loan Party under any of the Loan Documents. "CREDIT COLLATERAL" means all Collateral which does not constitute Purchased Property.

"COLLECTION ACCOUNT" has the meaning ascribed to such term in the Pooling and Servicing Agreement. "COLLECTIONS" has the meaning ascribed to such term in the definition of "Receivables." "CONTRACT" has the meaning ascribed to such term in the Pooling and Servicing Agreement. "CREDIT AGREEMENTS" has the meaning ascribed to such term in the recitals hereto. "CREDIT BORROWERS" has the meaning ascribed to such term in the preamble hereto. "CREDIT CLAIMS" means all loans, advances, liabilities and obligations for the payment of monetary amounts (whether or not such payment is then required or contingent, or amounts are liquidated or determinable) owing by any Loan Party to the Credit Lenders' Agent or any Credit Lender, of any kind or nature, present or future, whether or not evidenced by any note, agreement or other instrument, arising under any of the Loan Documents. This term includes all principal, interest (including, without limitation, interest accruing after the commencement of a bankruptcy, insolvency or similar proceeding relating to the Credit Borrowers, whether or not such interest is an allowed claim in any such proceeding), any reimbursement obligations, obligations with respect to letters of credit or bankers' acceptances, fees and expenses due thereunder, and any costs of collection or enforcement, attorneys' fees and any other sum chargeable to any Loan Party under any of the Loan Documents. "CREDIT COLLATERAL" means all Collateral which does not constitute Purchased Property. "CREDIT LENDERS" has the meaning ascribed to such term in the recitals hereto. "CREDIT LENDERS' AGENT" has the meaning ascribed to such term in the preamble hereto. "CREDIT SECURITY INTEREST" means, with respect to any property or interests in property, now owned or hereafter acquired or created, of any Loan Party, any lien, claim, encumbrance, security interest or other interest of the Credit Lenders' Agent or the Credit Lenders in such property or interests in property. "DISPOSITION" has the meaning ascribed to such term in Section 2.1(e)(y) hereof. 4

"ENFORCEMENT" means collectively or individually, (i) the occurrence and continuation of an Amortization Period Commencement Date under the Purchaser Documents; or (ii) (x) demand, by any of the Credit Lenders or the Credit Lenders' Agent after the occurrence and during the continuance of an Event of Default, for payment in full of, or acceleration of all or any portion of, the Credit Claims (or the automatic acceleration thereof) and (y) the commencement thereafter by any of the Credit Lenders or Credit Lenders' Agent of judicial or nonjudicial enforcement of any of the default rights and remedies under the Loan Documents. "ENFORCEMENT NOTICE" means a written notice delivered in accordance with Section 2.5 which notice shall (i) if delivered by the Securitization Company Agent, the Liquidity Agent or the Trustee that an Amortization Period Commencement Date has occurred, specify the nature of any Pay-Out Event resulting in such Amortization Period Commencement Date, and state that an Enforcement Period has commenced or (ii) if delivered by the Credit Lenders' Agent, state that an Event of Default has occurred, the payment in full of the Credit Claims has been demanded or all or any portion of the Credit Claims have been accelerated, specify the nature of the Event of Default that caused such demand or acceleration, and state that an Enforcement Period has commenced. "ENFORCEMENT PERIOD" means the period of time following the receipt by either the Credit Lenders' Agent, on the one hand, or the Trustee, the Securitization Company Agent and the Liquidity Agent and on the other hand of an Enforcement Notice delivered by the other until the earliest of the following: (1) the Purchaser Claims have been satisfied in full in cash, the Receivables Purchaser and the Liquidity Providers have no further obligations under the Purchaser Documents and the Purchaser Documents have been terminated; (2) the Credit Claims have been satisfied in full in cash, the Credit Lenders have no further obligations under the Loan Documents, no Letters of Credit or Bankers' Acceptances (as defined in, and issued or accepted pursuant

"ENFORCEMENT" means collectively or individually, (i) the occurrence and continuation of an Amortization Period Commencement Date under the Purchaser Documents; or (ii) (x) demand, by any of the Credit Lenders or the Credit Lenders' Agent after the occurrence and during the continuance of an Event of Default, for payment in full of, or acceleration of all or any portion of, the Credit Claims (or the automatic acceleration thereof) and (y) the commencement thereafter by any of the Credit Lenders or Credit Lenders' Agent of judicial or nonjudicial enforcement of any of the default rights and remedies under the Loan Documents. "ENFORCEMENT NOTICE" means a written notice delivered in accordance with Section 2.5 which notice shall (i) if delivered by the Securitization Company Agent, the Liquidity Agent or the Trustee that an Amortization Period Commencement Date has occurred, specify the nature of any Pay-Out Event resulting in such Amortization Period Commencement Date, and state that an Enforcement Period has commenced or (ii) if delivered by the Credit Lenders' Agent, state that an Event of Default has occurred, the payment in full of the Credit Claims has been demanded or all or any portion of the Credit Claims have been accelerated, specify the nature of the Event of Default that caused such demand or acceleration, and state that an Enforcement Period has commenced. "ENFORCEMENT PERIOD" means the period of time following the receipt by either the Credit Lenders' Agent, on the one hand, or the Trustee, the Securitization Company Agent and the Liquidity Agent and on the other hand of an Enforcement Notice delivered by the other until the earliest of the following: (1) the Purchaser Claims have been satisfied in full in cash, the Receivables Purchaser and the Liquidity Providers have no further obligations under the Purchaser Documents and the Purchaser Documents have been terminated; (2) the Credit Claims have been satisfied in full in cash, the Credit Lenders have no further obligations under the Loan Documents, no Letters of Credit or Bankers' Acceptances (as defined in, and issued or accepted pursuant to, the Credit Agreements) are outstanding (other than any for which cash collateral to the extent required at such time by the Credit Agreements has been provided) and the Loan Documents have been terminated (the occurrence of the foregoing, hereinafter referred to as "TERMINATION OF CREDIT CLAIMS"); and (3) the Credit Lenders' Agent, the Securitization Company Agent, the Liquidity Agent and the Trustee agree in writing to terminate the Enforcement Period. "EVENT OF DEFAULT" has the meaning ascribed to such term in the Credit Agreements. "FACILITY TERMINATION DATE" has the meaning ascribed to such term in the PCA. "LIQUIDITY PROVIDERS" has the meaning ascribed to such term in the recitals hereto. "LOAN DOCUMENTS" means collectively, the "Loan Documents" as defined in the Credit Agreements together with the Equipment Lease Facility Documents. 5

"LOAN PARTIES" has the meaning ascribed to such term in the Credit Agreements including, without duplication, Mail-Well, and any Affiliates thereof that are parties to the Equipment Lease Facility Documents. "LOCKBOX" has the meaning ascribed to such term in the Pooling and Servicing Agreement. "LOCKBOX ACCOUNT" has the meaning ascribed to such term in the Pooling and Servicing Agreement. "LOCKBOX BANK" has the meaning ascribed to such term in the Pooling and Servicing Agreement. "OBLIGOR" has the meaning ascribed to such term in the Pooling and Servicing Agreement; provided that "Obligor" shall in no event include any person liable to any of the Credit Lenders or the Credit Lenders' Agent for and solely to the extent of the purchase price of any Credit Collateral sold to such person by the Credit Lenders' Agent or any Credit Lender. "ORIGINATOR" has the meaning ascribed to such term in the preamble hereto. "OUTSTANDING BALANCE" has the meaning ascribed to such term in the Pooling and Servicing Agreement.

"LOAN PARTIES" has the meaning ascribed to such term in the Credit Agreements including, without duplication, Mail-Well, and any Affiliates thereof that are parties to the Equipment Lease Facility Documents. "LOCKBOX" has the meaning ascribed to such term in the Pooling and Servicing Agreement. "LOCKBOX ACCOUNT" has the meaning ascribed to such term in the Pooling and Servicing Agreement. "LOCKBOX BANK" has the meaning ascribed to such term in the Pooling and Servicing Agreement. "OBLIGOR" has the meaning ascribed to such term in the Pooling and Servicing Agreement; provided that "Obligor" shall in no event include any person liable to any of the Credit Lenders or the Credit Lenders' Agent for and solely to the extent of the purchase price of any Credit Collateral sold to such person by the Credit Lenders' Agent or any Credit Lender. "ORIGINATOR" has the meaning ascribed to such term in the preamble hereto. "OUTSTANDING BALANCE" has the meaning ascribed to such term in the Pooling and Servicing Agreement. "PAY-OUT EVENT" has the meaning ascribed to such term in the Pooling and Servicing Agreement. "PCA" has the meaning ascribed to such term in the recitals hereto. "PERSON" means any individual, sole proprietorship, partnership, corporation (including a business trust), joint stock company, limited liability company, trust, unincorporated organization, joint venture, association, institution, public benefit corporation, government (whether Federal, state, county, city, municipal or otherwise, including any instrumentality, division, agency, body or department thereof) or other entity. "POOLING AND SERVICING AGREEMENT" has the meaning ascribed to such term in the recitals hereto. "PURCHASED PROPERTY" means (i) the Purchased Receivables, (ii) the Collections related to such Purchased Receivables and (iii) subject to Section 2.4(c) hereof, the Collection Account, the Special Funding Account, the Lockboxes and the Lockbox Account to which any Collections of such Purchased Receivables are deposited (but in no event shall Purchased Property include any Collections or other monies deposited in such accounts or the Lockboxes which are not Collections related to Purchased Receivables). 6 "PURCHASED RECEIVABLES" means now owned or hereafter existing Receivables sold, purported to be sold, transferred or contributed or purported to be transferred or contributed by the Originator to the Receivables Seller under the PCA; provided, that, for purposes hereof, Receivables will be purported to be sold, transferred or contributed if (i) consideration, including consideration in the form of Purchase Price, is received therefor or if such Receivables are transferred by means of a contribution to equity, (ii) transferred in accordance with the PCA and (iii) the parties to the Purchaser Documents have acted in good faith with respect to such transfer. "PURCHASER CLAIMS" means all indebtedness, obligations and other liabilities of the Originator to the Receivables Seller and of the Originator and/or the Receivables Seller to the Securitization Company Agent, the Liquidity Agent, the Trustee, the Liquidity Providers and/or the Receivables Purchaser now or hereafter arising under, or in connection with, the Purchaser Documents, including, but not limited to, all sums or increases now or hereafter advanced or made to or for the benefit of the Receivables Seller thereunder as the purchase price paid for Purchased Receivables or otherwise under the Purchaser Documents, any yield thereon (including, without limitation, yield accruing after the commencement of a bankruptcy, insolvency or similar proceeding relating to the Originator, whether or not such yield is an allowed claim in any such proceeding), any repayment obligations, fees or expenses due thereunder, and any costs of collection or enforcement, attorneys' fees and any other sums chargeable to the Originator or the Receivable Seller, as the case may be, under any of the Purchaser Documents. "PURCHASER DOCUMENTS" means the PCA, the Pooling and Servicing Agreement (including each

"PURCHASED RECEIVABLES" means now owned or hereafter existing Receivables sold, purported to be sold, transferred or contributed or purported to be transferred or contributed by the Originator to the Receivables Seller under the PCA; provided, that, for purposes hereof, Receivables will be purported to be sold, transferred or contributed if (i) consideration, including consideration in the form of Purchase Price, is received therefor or if such Receivables are transferred by means of a contribution to equity, (ii) transferred in accordance with the PCA and (iii) the parties to the Purchaser Documents have acted in good faith with respect to such transfer. "PURCHASER CLAIMS" means all indebtedness, obligations and other liabilities of the Originator to the Receivables Seller and of the Originator and/or the Receivables Seller to the Securitization Company Agent, the Liquidity Agent, the Trustee, the Liquidity Providers and/or the Receivables Purchaser now or hereafter arising under, or in connection with, the Purchaser Documents, including, but not limited to, all sums or increases now or hereafter advanced or made to or for the benefit of the Receivables Seller thereunder as the purchase price paid for Purchased Receivables or otherwise under the Purchaser Documents, any yield thereon (including, without limitation, yield accruing after the commencement of a bankruptcy, insolvency or similar proceeding relating to the Originator, whether or not such yield is an allowed claim in any such proceeding), any repayment obligations, fees or expenses due thereunder, and any costs of collection or enforcement, attorneys' fees and any other sums chargeable to the Originator or the Receivable Seller, as the case may be, under any of the Purchaser Documents. "PURCHASER DOCUMENTS" means the PCA, the Pooling and Servicing Agreement (including each supplement thereto), the Asset Purchase Agreement, the Certificate Purchase Agreement and any other agreements, instruments or documents (i) executed by the Originator and delivered to the Receivables Seller or (ii) executed by the Receivables Seller and delivered to the Trustee, Securitization Company Agent, the Liquidity Agent, the Liquidity Providers and/or the Receivables Purchaser. "PURCHASER INTEREST" means, with respect to any property (including proceeds) or interests in property (including proceeds), now owned or hereafter acquired or created, of the Receivables Seller or the Originator, any lien, claim, encumbrance, security interest or other interest of the Trustee, the Securitization Company Agent, the Liquidity Agent, the Liquidity Providers and/or the Receivables Purchaser in such property or interests in property. "RECEIVABLE" means the indebtedness of any Obligor resulting from the provision or sale of merchandise, insurance or services by an Originator under a Contract, and includes the right to payment of any interest or finance charges and other obligations of such Obligor with respect thereto and all Related Security with respect thereto. "RECEIVABLES PURCHASER" has the meaning ascribed to such term in the preamble hereto. 7

"RECEIVABLES SELLER" has the meaning ascribed to such term in the preamble hereto. "RECORDS" has the meaning ascribed to such term in the definition of "Receivables." "SECOND LIEN OBLIGATIONS" has the meaning ascribed to such term in Section 2.1(b) hereof. "SELLER" has the meaning ascribed to such term in the Pooling and Servicing Agreement. "SERIES REPRESENTATIVE" has the meaning ascribed to such term in the Pooling and Servicing Agreement. "SERVICER" has the meaning ascribed to such term in the recitals hereto. "STOCK COLLATERAL" means the common stock of the Receivables Seller and related property, including distributions, dividends and proceeds, in which a Credit Security Interest is granted or purported to be granted by the Credit Borrowers to the Credit Lenders or the Credit Lenders' Agent under any of the Loan Documents.

"RECEIVABLES SELLER" has the meaning ascribed to such term in the preamble hereto. "RECORDS" has the meaning ascribed to such term in the definition of "Receivables." "SECOND LIEN OBLIGATIONS" has the meaning ascribed to such term in Section 2.1(b) hereof. "SELLER" has the meaning ascribed to such term in the Pooling and Servicing Agreement. "SERIES REPRESENTATIVE" has the meaning ascribed to such term in the Pooling and Servicing Agreement. "SERVICER" has the meaning ascribed to such term in the recitals hereto. "STOCK COLLATERAL" means the common stock of the Receivables Seller and related property, including distributions, dividends and proceeds, in which a Credit Security Interest is granted or purported to be granted by the Credit Borrowers to the Credit Lenders or the Credit Lenders' Agent under any of the Loan Documents. "TERMINATION OF CREDIT CLAIMS" has the meaning ascribed to such term in clause (2) of the definition of "Enforcement Period". "UCC" means the Uniform Commercial Code as from time to time in effect in the applicable jurisdiction. "UNSOLD RECEIVABLES" means all Receivables other than Purchased Receivables. 1.2. References to Terms Defined in the Purchaser Documents and the Loan Documents . All capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. Whenever in Section 1.1 or pursuant to the previous sentence a term is defined by reference to the meaning ascribed to such term in any of the Purchaser Documents or in any of the Loan Documents, then, unless otherwise specified herein, such term shall have the meaning ascribed to such term in the Purchaser Documents or Loan Documents, respectively, as in existence on the date hereof, without giving effect to any amendments of such term (or any amendment of terms used in such term) as may hereafter be agreed to by the parties to such documents, unless such amendments have been consented to in writing by the Trustee, Securitization Company Agent, the Liquidity Agent and the Credit Lender's Agent. 8 ARTICLE 2. INTERCREDITOR PROVISIONS. 2.1. Priorities with Respect to Purchased Property, Etc. (a) Notwithstanding any provision of the UCC, any applicable law or decision or any of the Loan Documents or the Purchaser Documents, the Credit Lenders' Agent and the Credit Lenders hereby agree that, upon the sale or other transfer or purported sale or transfer of an interest in any Receivable by the Originator to the Receivables Seller pursuant to the PCA, any Credit Security Interest of the Credit Lenders in such Receivable and Collections thereof shall automatically and without further action cease and be forever released and discharged and the Credit Lenders' Agent and the Credit Lenders shall have no Credit Security Interest therein; provided, however, that nothing in this Section 2.1 shall be deemed to constitute a release by the Credit Lenders' Agent or the Credit Lenders of: (i) any Credit Security Interest in the proceeds received or receivable by the Originator from the Receivables Seller for the sale or other transfer of Receivables (including, without limitation, cash payments made by the Receivables Seller and any claim for payment of the purchase price of the Receivables sold under the PCA) or (ii) any Credit Security Interest or right the Credit Lenders' Agent and the Credit Lenders have in any residual interests which the Originator may have in Purchased Property and the proceeds thereof. Notwithstanding anything in the Purchaser Documents or otherwise, if the Facility Termination Date shall occur, or if the Credit Claims shall have become immediately due and payable and the Credit Lenders' Agent shall have delivered written notice thereof to the Trustee, the Securitization Company Agent and the Liquidity Agent, no Receivables shall, without the prior written consent of the Credit Lenders' Agent, be sold or otherwise transferred to the Receivables Seller. Notwithstanding any provision of the PCA to the contrary, the Receivables Seller, the Trustee, the Securitization Company Agent and the Liquidity Agent hereby agree that, unless otherwise instructed by the Credit Lenders' Agent, upon the occurrence of an Event of Termination described in

ARTICLE 2. INTERCREDITOR PROVISIONS. 2.1. Priorities with Respect to Purchased Property, Etc. (a) Notwithstanding any provision of the UCC, any applicable law or decision or any of the Loan Documents or the Purchaser Documents, the Credit Lenders' Agent and the Credit Lenders hereby agree that, upon the sale or other transfer or purported sale or transfer of an interest in any Receivable by the Originator to the Receivables Seller pursuant to the PCA, any Credit Security Interest of the Credit Lenders in such Receivable and Collections thereof shall automatically and without further action cease and be forever released and discharged and the Credit Lenders' Agent and the Credit Lenders shall have no Credit Security Interest therein; provided, however, that nothing in this Section 2.1 shall be deemed to constitute a release by the Credit Lenders' Agent or the Credit Lenders of: (i) any Credit Security Interest in the proceeds received or receivable by the Originator from the Receivables Seller for the sale or other transfer of Receivables (including, without limitation, cash payments made by the Receivables Seller and any claim for payment of the purchase price of the Receivables sold under the PCA) or (ii) any Credit Security Interest or right the Credit Lenders' Agent and the Credit Lenders have in any residual interests which the Originator may have in Purchased Property and the proceeds thereof. Notwithstanding anything in the Purchaser Documents or otherwise, if the Facility Termination Date shall occur, or if the Credit Claims shall have become immediately due and payable and the Credit Lenders' Agent shall have delivered written notice thereof to the Trustee, the Securitization Company Agent and the Liquidity Agent, no Receivables shall, without the prior written consent of the Credit Lenders' Agent, be sold or otherwise transferred to the Receivables Seller. Notwithstanding any provision of the PCA to the contrary, the Receivables Seller, the Trustee, the Securitization Company Agent and the Liquidity Agent hereby agree that, unless otherwise instructed by the Credit Lenders' Agent, upon the occurrence of an Event of Termination described in Section 7.01(e) or (i) of the PCA, the Trustee shall immediately declare a Facility Termination Date and from and after such date, no Receivables shall, without the prior written consent of the Credit Lenders' Agent, be sold or otherwise transferred to the Receivables Seller. (b) Notwithstanding any provision of the UCC, any applicable law or decision or any of the Purchaser Documents, each of the Receivables Seller, Trustee, the Securitization Company Agent, the Liquidity Agent, the Liquidity Providers and the Receivables Purchaser hereby agrees that (i) the Credit Security Interest in Credit Collateral for all present and future Credit Claims shall be and hereby is and shall be deemed to have priority over, and be senior in all respects to, the Purchaser Interest therein, (ii) the Purchaser Interest in Credit Collateral shall be and hereby is and shall be deemed to be junior and subject and subordinate to the Credit Security Interest therein for all present and future Credit Claims and (iii) the Purchaser Interests in Unsold Receivables shall only secure the obligations (the "SECOND LIEN OBLIGATIONS") of the Originator under Sections 5.01, 5.04 and 8.01 of the PCA. The Credit Security Interest in the Credit Collateral for all present and future Credit Claims shall be and hereby is senior and prior to the Purchaser Interest therein irrespective of the time, order or method of attachment or perfection of the Credit Security Interest or Purchaser Interest, or the time or order of the filing or non-filing and recording or non-recording of the Loan Documents, the Purchaser Documents or 9

related financing statements, or the giving of or failure to give notice of purchase money security interests and irrespective of any other fact, circumstance, act or occurrence that might otherwise affect the priorities established under this Section 2.1(b). Subject to clause (c) below, nothing contained in this Agreement shall, or shall be deemed to, restrict, impair or impose any condition with respect to the exercise by the Credit Lenders' Agent or the Credit Lenders of any right, remedy, power or privilege under any Loan Document. (c) Each of the Receivables Seller, Trustee, the Securitization Company Agent, the Liquidity Agent, the Liquidity Providers and the Receivables Purchaser agrees that it will not commence or continue any default, foreclosure or liquidation proceedings or remedies, whether legal or equitable, in respect of any of the Credit Collateral or otherwise take any action of any kind or nature to collect or receive, or enforce its rights in, realize upon, seek adequate protection with regard to, object to sale or use of or granting of liens on, take or gain possession of, give it preference against, or priority over, any of the Credit Collateral prior to the liquidation of all Purchased Property and for so long as the Credit Lender's Agent and Credit Lenders are diligently pursuing all remedies specified above. (d) Subject to the limitation contained in clause (c) above, each of the Receivables Seller, Trustee, the Securitization Company Agent and the Liquidity Agent hereby irrevocably and unconditionally waives any rights

related financing statements, or the giving of or failure to give notice of purchase money security interests and irrespective of any other fact, circumstance, act or occurrence that might otherwise affect the priorities established under this Section 2.1(b). Subject to clause (c) below, nothing contained in this Agreement shall, or shall be deemed to, restrict, impair or impose any condition with respect to the exercise by the Credit Lenders' Agent or the Credit Lenders of any right, remedy, power or privilege under any Loan Document. (c) Each of the Receivables Seller, Trustee, the Securitization Company Agent, the Liquidity Agent, the Liquidity Providers and the Receivables Purchaser agrees that it will not commence or continue any default, foreclosure or liquidation proceedings or remedies, whether legal or equitable, in respect of any of the Credit Collateral or otherwise take any action of any kind or nature to collect or receive, or enforce its rights in, realize upon, seek adequate protection with regard to, object to sale or use of or granting of liens on, take or gain possession of, give it preference against, or priority over, any of the Credit Collateral prior to the liquidation of all Purchased Property and for so long as the Credit Lender's Agent and Credit Lenders are diligently pursuing all remedies specified above. (d) Subject to the limitation contained in clause (c) above, each of the Receivables Seller, Trustee, the Securitization Company Agent and the Liquidity Agent hereby irrevocably and unconditionally waives any rights which it may now or hereafter have against the Credit Lenders' Agent or any Credit Lender under, relating or with respect to any Credit Collateral, including, without limitation, any rights under the UCC or other applicable law, and in the event that any of the Receivables Seller, the Trustee, the Securitization Company Agent and the Liquidity Agent shall assert any such rights, then notwithstanding anything contained herein or in any Purchaser Documents or otherwise, the Purchaser Interest in the Credit Collateral is as to all Purchaser Claims hereby forever released and discharged immediately without any further action. (e) (x) Notwithstanding anything to the contrary contained in any Purchaser Documents or otherwise except for and subject to the limitation contained in clause (c) above, none of the Receivables Seller, the Trustee, the Securitization Company Agent or the Liquidity Agent shall have (and each of such persons does hereby irrevocably waive) any right to restrict or permit, or approve or disapprove, any Disposition (as hereinafter defined) of all or any portion or item of the Credit Collateral. Each of the Receivables Seller, Trustee, the Securitization Company Agent, the Liquidity Agent, the Liquidity Providers and the Receivables Purchaser agrees that (1) upon any release by the Credit Lenders' Agent of the Credit Security Interest in any Credit Collateral, pursuant to a Disposition or otherwise in accordance with the Loan Documents (other than in connection with the Termination of the Credit Claims or other than in connection with the termination or release of any Credit Security Interest hereunder), the Purchaser Interest therein shall automatically terminate and (2) each of the Receivables Seller, Trustee, the Securitization Company Agent and the Liquidity Agent will, immediately upon the request of the Credit Lenders' Agent, release or 10

otherwise terminate the Purchaser Interest in such Credit Collateral, and each of such persons agrees to deliver to the Credit Lenders' Agent all documents and instruments deemed necessary by the Credit Lenders' Agent in connection therewith. Subject to the limitation contained in clause (c) above, in the event that the Credit Lenders' Agent settles, adjusts or compromises any claim in respect of all or any portion of the Credit Collateral, including, without limitation, any condemnation, confiscation, seizure, loss or destruction or theft of, or damage to, all or any portion of the Credit Collateral, each of the Receivables Seller, Trustee, the Securitization Company Agent, the Liquidity Agent, the Liquidity Providers and the Receivables Purchaser agrees that it is and shall be bound by any such settlement, adjustment or compromise and shall, immediately upon the request of the Credit Lenders' Agent, confirm its consent to same and release any claim that it might otherwise have in respect of such Credit Collateral, claim or proceeds thereof. (y) Should there be any liquidation of any of the Originator or the Credit Borrowers, as applicable, or its assets, the establishment of any receivership for the Originator or the Credit Borrowers, as applicable, or its assets, a bankruptcy proceeding of the Originator or the Credit Borrowers, as applicable (either voluntary or involuntary), the payment of any insurance, condemnation, confiscation, seizure or other claim upon the condemnation, confiscation, seizure, loss or destruction or theft of, or damage to, or any other sale, transfer, assignment or other disposition (all of the foregoing referred to collectively as "Disposition") of all or any part of the Credit Collateral,

otherwise terminate the Purchaser Interest in such Credit Collateral, and each of such persons agrees to deliver to the Credit Lenders' Agent all documents and instruments deemed necessary by the Credit Lenders' Agent in connection therewith. Subject to the limitation contained in clause (c) above, in the event that the Credit Lenders' Agent settles, adjusts or compromises any claim in respect of all or any portion of the Credit Collateral, including, without limitation, any condemnation, confiscation, seizure, loss or destruction or theft of, or damage to, all or any portion of the Credit Collateral, each of the Receivables Seller, Trustee, the Securitization Company Agent, the Liquidity Agent, the Liquidity Providers and the Receivables Purchaser agrees that it is and shall be bound by any such settlement, adjustment or compromise and shall, immediately upon the request of the Credit Lenders' Agent, confirm its consent to same and release any claim that it might otherwise have in respect of such Credit Collateral, claim or proceeds thereof. (y) Should there be any liquidation of any of the Originator or the Credit Borrowers, as applicable, or its assets, the establishment of any receivership for the Originator or the Credit Borrowers, as applicable, or its assets, a bankruptcy proceeding of the Originator or the Credit Borrowers, as applicable (either voluntary or involuntary), the payment of any insurance, condemnation, confiscation, seizure or other claim upon the condemnation, confiscation, seizure, loss or destruction or theft of, or damage to, or any other sale, transfer, assignment or other disposition (all of the foregoing referred to collectively as "Disposition") of all or any part of the Credit Collateral, the Credit Lenders' Agent (for the benefit of the Credit Lenders' Agent and the Credit Lenders) shall be entitled, to the exclusion of the Receivables Seller, the Trustee, the Securitization Company Agent and the Liquidity Agent, to receive all of the proceeds of such Disposition, and the Credit Lenders' Agent may, without any further consent or agreement on the part of any of the Receivables Seller, the Trustee, the Securitization Company Agent and the Liquidity Agent, apply any or all of such proceeds to any outstanding Credit Claims or other obligations and liabilities owing under the Credit Agreements or other Loan Documents, in such manner as the Credit Lenders' Agent may determine, or release such proceeds to the Credit Borrowers for use in repairing or replacing such Credit Collateral or otherwise, as the Credit Lenders' Agent may determine in its sole discretion, and each of the Receivables Seller, Trustee, the Securitization Company Agent and the Liquidity Agent hereby consents to any such application or release. (f) Notwithstanding any of the foregoing (i) each of the Credit Lenders and Credit Lenders' Agent shall transfer without representation or warranty, express or implied, and without recourse, all right, title and interest each has in the Credit Collateral to or as directed by the Trustee, the Securitization Company Agent or the Liquidity Agent (or such other persons as shall be required by applicable law or court order) (except in the case of any refinancing, refunding or replacement of the Credit Agreements, in which event the provisions of Section 3.3 shall control) after Termination of the Credit Claims (and the Credit Borrowers consents thereto), 11

(ii) the provisions of paragraphs (a) through (e) of this Section 2.1 shall be of no further force and effect after Termination of the Credit Claims, and (iii) the Credit Lenders and Credit Lenders' Agent shall not be released from their obligations under Section 2.4 until the Purchaser Claims have been paid in full in cash and the Purchaser Documents have been terminated. 2.2. [Reserved] 2.3. Distribution of Proceeds. At all times, all proceeds of Credit Collateral and Purchased Property shall be distributed in accordance with the following procedure: (a) Except as otherwise provided in Section 2.4 with respect to Collections of Receivables, (i) all proceeds of the Credit Collateral shall be paid to the Credit Lenders' Agent for application on the Credit Claims and other obligations and liabilities owing under the Credit Agreements and other Loan Documents until the Termination of the Credit Claims; and (ii) any remaining proceeds shall be paid to the Credit Borrowers or as otherwise required by applicable law; provided that proceeds in respect of any Unsold Receivables shall be paid to the Trustee for application solely to the payment of any Second Lien Obligations due and owing and thereafter to the Credit Borrowers or as otherwise required by applicable law. (b) Except as otherwise provided in Section 2.4(a)(ii), (i) all proceeds of the Purchased Property shall be paid to the Trustee for application against the Purchaser Claims and for application in accordance with the Purchaser

(ii) the provisions of paragraphs (a) through (e) of this Section 2.1 shall be of no further force and effect after Termination of the Credit Claims, and (iii) the Credit Lenders and Credit Lenders' Agent shall not be released from their obligations under Section 2.4 until the Purchaser Claims have been paid in full in cash and the Purchaser Documents have been terminated. 2.2. [Reserved] 2.3. Distribution of Proceeds. At all times, all proceeds of Credit Collateral and Purchased Property shall be distributed in accordance with the following procedure: (a) Except as otherwise provided in Section 2.4 with respect to Collections of Receivables, (i) all proceeds of the Credit Collateral shall be paid to the Credit Lenders' Agent for application on the Credit Claims and other obligations and liabilities owing under the Credit Agreements and other Loan Documents until the Termination of the Credit Claims; and (ii) any remaining proceeds shall be paid to the Credit Borrowers or as otherwise required by applicable law; provided that proceeds in respect of any Unsold Receivables shall be paid to the Trustee for application solely to the payment of any Second Lien Obligations due and owing and thereafter to the Credit Borrowers or as otherwise required by applicable law. (b) Except as otherwise provided in Section 2.4(a)(ii), (i) all proceeds of the Purchased Property shall be paid to the Trustee for application against the Purchaser Claims and for application in accordance with the Purchaser Documents until the Purchaser Claims have been paid and satisfied in full in cash and the Purchaser Documents have terminated; and (ii) any remaining proceeds shall be paid to the Receivables Seller or as otherwise required by applicable law, and the Credit Lenders' Agent and the Credit Lenders' agree that they do not have and shall not have any Credit Security Interest in such remaining proceeds. (c) In the event that any of the Receivables Seller, the Trustee, the Securitization Company Agent and the Liquidity Agent now or hereafter obtains possession of any Credit Collateral prior to the Termination of the Credit Claims, including proceeds of a Disposition of Credit Collateral it shall immediately deliver to the Credit Lenders' Agent such Credit Collateral or proceeds (and until delivered to the Credit Lenders' Agent such Credit Collateral shall be held in trust for the Credit Lenders' Agent), regardless of whether the Credit Lenders' Agent has a perfected and enforceable lien in such Credit Collateral or the assets of the Credit Borrowers from which the proceeds of any such Disposition have been received. (d) In the event that any of the Credit Borrowers, the Credit Lenders or the Credit Lenders' Agent now or hereafter obtains possession of any Purchased Property, it shall immediately deliver to the Trustee such Purchased Property or proceeds thereof (and until delivered such Purchased Property shall be held in trust for the Trustee), regardless of whether the Trustee has a perfected and enforceable lien in the assets from which the proceeds of such Disposition have been received. 12

(e) The parties hereto agree that any amounts to be distributed pursuant to this Section 2.3 to the Originator, any proceeds or other amounts payable to the Originator with respect to and as consideration for the sale of the Purchased Receivables by the Originator to the Receivables Seller and any amounts payable to the Receivables Seller under the Pooling and Servicing Agreement shall be paid to Account #1018026652 at Norwest Bank Colorado, National Association, Reference: Mail-Well I Corporation Concentration Account, or as otherwise specified by the Credit Lenders' Agent. 2.4. Collection Accounts. (a) Each of the parties hereto hereby agrees that all Collections received on account of Purchased Property shall be paid or delivered to the Trustee for application in accordance with Section 2.3(b) and all Collections received on account of Unsold Receivables shall be paid or delivered to the Credit Lenders' Agent for application in accordance with Section 2.3(a). For the purpose of determining whether specific Collections have been received on account of Purchased Property or on account of Unsold Receivables, the parties agree as follows: (i) All payments made by an Obligor which at the time of the making of such payment is obligated to make payments on Purchased Receivables but is not obligated to make any payments on Unsold Receivables shall be

(e) The parties hereto agree that any amounts to be distributed pursuant to this Section 2.3 to the Originator, any proceeds or other amounts payable to the Originator with respect to and as consideration for the sale of the Purchased Receivables by the Originator to the Receivables Seller and any amounts payable to the Receivables Seller under the Pooling and Servicing Agreement shall be paid to Account #1018026652 at Norwest Bank Colorado, National Association, Reference: Mail-Well I Corporation Concentration Account, or as otherwise specified by the Credit Lenders' Agent. 2.4. Collection Accounts. (a) Each of the parties hereto hereby agrees that all Collections received on account of Purchased Property shall be paid or delivered to the Trustee for application in accordance with Section 2.3(b) and all Collections received on account of Unsold Receivables shall be paid or delivered to the Credit Lenders' Agent for application in accordance with Section 2.3(a). For the purpose of determining whether specific Collections have been received on account of Purchased Property or on account of Unsold Receivables, the parties agree as follows: (i) All payments made by an Obligor which at the time of the making of such payment is obligated to make payments on Purchased Receivables but is not obligated to make any payments on Unsold Receivables shall be conclusively presumed to be payments on account of Purchased Receivables and all payments made by an Obligor which at the time of the making of such payment is obligated to make payments on Unsold Receivables but is not obligated to make any payments on Purchased Receivables shall be conclusively presumed to be payments on account of Unsold Receivables. (ii) all payments made by an Obligor which at the time of the making of such payment is obligated to make payments with respect to both Purchased Receivables and Unsold Receivables shall be applied against the specific Receivables, if any, which are designated by such Obligor by reference to the applicable invoice (or otherwise identified by such Obligor in a writing delivered with such payment) as the Receivables with respect to which such payments should be applied; provided that where any Obligor makes payment and designates the applicable invoices of a group of two or more Receivables to which such payment shall be applied and such payment is in an amount less than the aggregate Outstanding Balance of such Receivables, such payment shall be applied pro rata to all such Receivables; provided further, that in the absence of such designation after reasonable efforts by the Originator to obtain such designation, such payments shall be applied against the outstanding Receivables in the order in which they were created, in any case to the extent such Receivables or portions thereby owed by such Obligor are not in dispute. (b) Subject to the terms and conditions of this Section 2.4(b), the Trustee, the Securitization Company Agent, the Liquidity Agent, the Liquidity Providers and the Receivables Purchaser agree that the Trustee and the Series Representative shall transfer dominion and control over the Lockboxes, Lockbox Accounts, the Special Funding Account and Collection Account to the Credit Lenders' Agent upon the earlier of the following events: (i) the 13

Purchaser Claims have been satisfied in full and the Purchaser Documents have terminated, and (ii) such earlier date as the Trustee, the Securitization Company Agent, the Liquidity Agent, the Credit Agent and the Credit Lenders may hereafter unanimously agree to in writing. Any such transfer shall be without representation, recourse or warranty of any kind on the part of the Trustee, the Securitization Company Agent, the Liquidity Agent, the Liquidity Providers and the Receivables Purchaser. Notwithstanding any such transfer, all Collections subsequently deposited into the Collection Accounts, the Special Funding Account or the Lockbox Account on account of the Purchased Property shall be delivered to the Trustee as provided in Section 2.4(a). The Credit Lenders and Credit Lenders' Agent agree that, at the time of such transfer, the Credit Lenders and Credit Lenders' Agent shall take such steps as may be reasonably requested by the Trustee, the Securitization Company Agent, the Liquidity Agent, the Liquidity Providers or the Receivables Purchaser (including, without limitation, notification to the banks at which Collection Accounts are maintained and the Lockbox Banks of the continuing interest, if any, in the Collection Accounts and the Lockbox Account) to maintain perfection of the Trustee's interest in the Collections on account of the Purchased Property. (c) In order to effect more fully the provisions of this Agreement, each of the parties hereto agrees that subject to the Credit Security Interest of the Credit Lenders or the Credit Lenders' Agent in any Unsold Receivables, during an Enforcement Period, each of the parties hereto shall not send any notices to the Obligors directing them to

Purchaser Claims have been satisfied in full and the Purchaser Documents have terminated, and (ii) such earlier date as the Trustee, the Securitization Company Agent, the Liquidity Agent, the Credit Agent and the Credit Lenders may hereafter unanimously agree to in writing. Any such transfer shall be without representation, recourse or warranty of any kind on the part of the Trustee, the Securitization Company Agent, the Liquidity Agent, the Liquidity Providers and the Receivables Purchaser. Notwithstanding any such transfer, all Collections subsequently deposited into the Collection Accounts, the Special Funding Account or the Lockbox Account on account of the Purchased Property shall be delivered to the Trustee as provided in Section 2.4(a). The Credit Lenders and Credit Lenders' Agent agree that, at the time of such transfer, the Credit Lenders and Credit Lenders' Agent shall take such steps as may be reasonably requested by the Trustee, the Securitization Company Agent, the Liquidity Agent, the Liquidity Providers or the Receivables Purchaser (including, without limitation, notification to the banks at which Collection Accounts are maintained and the Lockbox Banks of the continuing interest, if any, in the Collection Accounts and the Lockbox Account) to maintain perfection of the Trustee's interest in the Collections on account of the Purchased Property. (c) In order to effect more fully the provisions of this Agreement, each of the parties hereto agrees that subject to the Credit Security Interest of the Credit Lenders or the Credit Lenders' Agent in any Unsold Receivables, during an Enforcement Period, each of the parties hereto shall not send any notices to the Obligors directing them to remit Collections of any Receivables other than to the Lockbox Accounts. (d) The Credit Lenders' Agent agrees that it shall not, at any time prior to Enforcement, exercise any rights it may have under the Loan Documents to take any actions regarding remedies with respect to Purchased Property, including but not limited to sending any notices to Obligors (i) informing them of the Credit Lenders' interest in the Receivables, or (ii) directing such Obligors to make payments in any particular manner of any amounts due under the Receivables; the Credit Lenders' Agent further agrees that it shall not take any of the foregoing actions during Enforcement or prior to one year and one day after the latest of payment in full of the Purchaser Claims and the termination of the Purchaser Documents except that the Credit Lenders' Agent may inform any Obligors of Unsold Receivables that such Unsold Receivables have been assigned to the Credit Lenders' Agent so long as such notices expressly state that all payments on account of such Receivables shall continue to be made to the Lockbox Accounts. The Credit Lenders' Agent further agrees that, prior to one year and one day after the latest of payment in full of the Purchaser Claims and the termination of the Purchaser Documents, if it receives payments directly from any Obligor on account of an Unsold Receivable, it shall immediately forward such payment to the Trustee in order that such agent may determine whether such payment was, in fact, properly allocated to such Unsold Receivable in accordance with the terms of this Section 2.4 and, if necessary pursuant to the terms hereof, reallocate such payment. 2.5. Enforcement Actions. Each of the Credit Lenders' Agent, the Credit Lenders, the Trustee, the Securitization Company Agent and the Liquidity Agent agrees to use 14

reasonable efforts to give an Enforcement Notice to the others prior to commencement of Enforcement (but failure to do so shall not prevent such Person from commencing Enforcement or affect its rights hereunder nor create any cause of action or liability against such person). Subject to the foregoing, the parties hereto agree that during an Enforcement Period: (a) Subject to any applicable restrictions in the Purchaser Documents, the Trustee may at its option and without the prior written consent of the other parties hereto take any action to (i) accelerate payment of the Purchaser Claims or any other obligations and liabilities under any of the Purchaser Documents and (ii) liquidate the Purchased Property or to foreclose or realize upon or enforce any of its rights with respect to the Purchased Property. (b) Subject to any applicable restrictions in the Loan Documents, the Credit Lenders' Agent or the Credit Lenders may, at their option and without the prior written consent of the other parties hereto, take any action to accelerate payment of the Credit Claims or any other obligation or liability arising under any of the Loan Documents and to foreclose or realize upon or enforce any of their rights with respect to the Credit Collateral or other collateral security or take such other actions as they deem appropriate; provided, however, that the Credit Lenders' Agent shall not otherwise take any action to foreclose upon the common stock included in the Stock

reasonable efforts to give an Enforcement Notice to the others prior to commencement of Enforcement (but failure to do so shall not prevent such Person from commencing Enforcement or affect its rights hereunder nor create any cause of action or liability against such person). Subject to the foregoing, the parties hereto agree that during an Enforcement Period: (a) Subject to any applicable restrictions in the Purchaser Documents, the Trustee may at its option and without the prior written consent of the other parties hereto take any action to (i) accelerate payment of the Purchaser Claims or any other obligations and liabilities under any of the Purchaser Documents and (ii) liquidate the Purchased Property or to foreclose or realize upon or enforce any of its rights with respect to the Purchased Property. (b) Subject to any applicable restrictions in the Loan Documents, the Credit Lenders' Agent or the Credit Lenders may, at their option and without the prior written consent of the other parties hereto, take any action to accelerate payment of the Credit Claims or any other obligation or liability arising under any of the Loan Documents and to foreclose or realize upon or enforce any of their rights with respect to the Credit Collateral or other collateral security or take such other actions as they deem appropriate; provided, however, that the Credit Lenders' Agent shall not otherwise take any action to foreclose upon the common stock included in the Stock Collateral so as to obtain or transfer title thereto or to enforce any rights it may have with respect to any of the Purchased Property or to enforce any voting rights it may have with respect to the Stock Collateral in order to nominate or elect any one or more members of the Board of Directors of the issuer of the stock included in the Stock Collateral, in each case, without the Trustee's, the Securitization Company Agent's and the Liquidity Agent's prior written consent unless the Purchaser Claims or any other obligation or liability arising under any of the Purchaser Documents shall have been first paid and satisfied in full in cash and the Purchaser Documents have terminated and, solely with respect to the Stock Collateral, one year and one day has passed since the latest of the date of such payment in full and termination and shall not otherwise take any action which challenges the enforceability of any of the Purchaser Documents. 2.6. Access to and Use of Credit Collateral and Purchased Property. The Trustee, the Securitization Company Agent, the Liquidity Agent, the Liquidity Providers, the Receivables Purchaser, the Credit Lenders' Agent, the Credit Lenders, the Originator or Credit Borrowers, as applicable, and the Receivables Seller hereby agree that, notwithstanding the priorities set forth in this Agreement, the Trustee, the Securitization Company Agent, the Liquidity Agent, the Receivables Purchaser, the Credit Lenders' Agent and the Credit Lenders shall have the following rights of access to and use of the Credit Collateral and Purchased Property respectively (in addition to other rights set forth in the Loan Documents or Purchaser Documents): 15

(a) Except as otherwise provided in the Purchaser Documents, each of the Trustee, the Securitization Company Agent, the Liquidity Agent, the Liquidity Providers and the Receivables Purchaser may enter one or more premises of the Loan Parties or the Receivables Seller, whether leased or owned, at any time during reasonable business hours, without force or process of law and without obligation to pay rent or compensation to the Originator, the Receivables Seller or the Credit Lenders, whether before, during or after an Enforcement Period, and may have access to and use of all Records located thereon and may have access to and use of any other property to which such access and use are granted under the Purchaser Documents, in each case provided that such use is for the purposes of enforcing the Receivables Purchaser's and the Trustee's rights with respect to the Purchased Property provided, however, that such access does not interfere (other than in a diminimus manner) with the enforcement by the Credit Lenders' Agent or the Credit Lenders of any rights granted under the Loan Documents. (b) Except as otherwise provided in the Loan Documents, the Credit Lenders' Agent and the Credit Lenders may enter one or more premises of the Loan Parties, whether leased or owned, at any time during reasonable business hours, without force or process of law and without obligation to pay rent or compensation to the Loan Parties, the Receivables Seller, the Trustee, the Securitization Company Agent, the Liquidity Agent, the Liquidity Providers or the Receivables Purchaser whether before, during or after an Enforcement Period, and may have access to and use of all Records located thereon and use of any other property to which such access and use are granted under the Loan Documents, in each case provided that such use is for the purposes of enforcing the Credit Lenders' and Credit Lenders' Agent's rights with respect to the Credit Collateral provided, however, that

(a) Except as otherwise provided in the Purchaser Documents, each of the Trustee, the Securitization Company Agent, the Liquidity Agent, the Liquidity Providers and the Receivables Purchaser may enter one or more premises of the Loan Parties or the Receivables Seller, whether leased or owned, at any time during reasonable business hours, without force or process of law and without obligation to pay rent or compensation to the Originator, the Receivables Seller or the Credit Lenders, whether before, during or after an Enforcement Period, and may have access to and use of all Records located thereon and may have access to and use of any other property to which such access and use are granted under the Purchaser Documents, in each case provided that such use is for the purposes of enforcing the Receivables Purchaser's and the Trustee's rights with respect to the Purchased Property provided, however, that such access does not interfere (other than in a diminimus manner) with the enforcement by the Credit Lenders' Agent or the Credit Lenders of any rights granted under the Loan Documents. (b) Except as otherwise provided in the Loan Documents, the Credit Lenders' Agent and the Credit Lenders may enter one or more premises of the Loan Parties, whether leased or owned, at any time during reasonable business hours, without force or process of law and without obligation to pay rent or compensation to the Loan Parties, the Receivables Seller, the Trustee, the Securitization Company Agent, the Liquidity Agent, the Liquidity Providers or the Receivables Purchaser whether before, during or after an Enforcement Period, and may have access to and use of all Records located thereon and use of any other property to which such access and use are granted under the Loan Documents, in each case provided that such use is for the purposes of enforcing the Credit Lenders' and Credit Lenders' Agent's rights with respect to the Credit Collateral provided, however, that such access does not interfere (other than in a diminimus manner) with the enforcement by the Trustee, the Securitization Company Agent, the Liquidity Agent or the Liquidity Providers of any rights granted under the Purchaser Documents. (c) In order to facilitate the purposes of this Section 2.6, the parties agree as follows: (i) any mortgage of, assignment of, security interest in or lien upon any real property and interests in real property of the Credit Borrowers or Loan Parties, as applicable, (whether leased or owned) and any of the Collateral constituting equipment to the extent not sold in favor of the Credit Lenders' Agent shall be subject to the Receivables Purchaser's, the Trustee's, the Securitization Company's, the Liquidity Agent's, the Liquidity Provider's and the Receivable Purchaser's rights of access and use described above; and (ii) any ownership interest of the Loan Parties in the Purchased Property shall be subject to the Credit Lenders' Agent's and Credit Lenders' right of access and use described above; provided that the foregoing shall not imply that the Credit Lenders and Credit Lenders' Agent have any rights to allow such access and use; provided further that neither the Credit Agent nor the Credit Lenders shall have any liability for any actions taken or omitted by the Trustee, the Securitization Company Agent, the Liquidity Agent, the Liquidity Providers or the Receivables Purchaser under rights created in this Section 2.6 and neither the Trustee, the Securitization Company 16

Agent, the Liquidity Agent, the Liquidity Providers or the Receivables Purchaser shall have any liability for any actions taken or omitted by the Credit Agent or the Credit Lenders under rights created in this Section 2.6. 2.7. Accountings. The Credit Lenders' Agent agrees to render accounts of the Credit Claims to the Trustee, the Securitization Company Agent and the Liquidity Agent upon reasonable request, giving effect to the application of proceeds of Credit Collateral as hereinbefore provided. The Liquidity Agent agrees to render statements to the Credit Lenders' Agent upon reasonable request, which statements shall identify in reasonable detail the Purchased

Agent, the Liquidity Agent, the Liquidity Providers or the Receivables Purchaser shall have any liability for any actions taken or omitted by the Credit Agent or the Credit Lenders under rights created in this Section 2.6. 2.7. Accountings. The Credit Lenders' Agent agrees to render accounts of the Credit Claims to the Trustee, the Securitization Company Agent and the Liquidity Agent upon reasonable request, giving effect to the application of proceeds of Credit Collateral as hereinbefore provided. The Liquidity Agent agrees to render statements to the Credit Lenders' Agent upon reasonable request, which statements shall identify in reasonable detail the Purchased Receivables and shall render an account of the Purchaser Claims, giving effect to the application of proceeds of Purchased Property and Collateral as hereinbefore. Neither the Credit Lenders' Agent on the one hand nor the Liquidity Agent on the other hand shall have any liability to each other or to any other Person if their respective accounts or statements are incorrect. 2.8. Agency for Perfection. The Trustee on the one hand and the Credit Lenders' Agent on the other hand hereby appoint each other as agent for purposes of perfecting by possession their respective security interests and ownership interests and liens on the Collateral and Purchased Property described hereunder. In the event that the Trustee or the Liquidity Agent obtains possession of any of the Credit Collateral, the Trustee, or the Liquidity Agent, as applicable, shall promptly notify the Credit Lenders' Agent and the Credit Lenders of such fact, shall hold such Credit Collateral in trust and shall deliver such Credit Collateral to the Credit Lenders' Agent upon request. In the event that the Credit Lenders' Agent obtains possession of any of the Purchased Property, the Credit Lenders' Agent shall promptly notify the Trustee, the Securitization Company Agent and the Liquidity Agent of such fact, shall hold such Purchased Property in trust and shall deliver such Purchased Property to the Trustee upon request. Additionally, each of the parties hereto agrees that the Trustee, as secured party with respect to any security interest in proceeds of Unsold Receivables and claims in respect thereof, whether in the Lockbox Accounts or otherwise, is, in addition to acting for and on behalf of the secured parties referred to in recital B hereof, acting for and on behalf of the Credit Agent and Credit Lenders in order to perfect the security interest of the Credit Agent and Credit Lenders in such Proceeds and claims in respect thereof. 2.9. UCC Notices. In the event that any party hereto shall be required by the UCC or any other applicable law to give notice to the other of intended disposition of Purchased Property or Credit Collateral, respectively, such notice shall be given in accordance with Section 3.1 hereof and ten (10) days' notice shall be deemed to be commercially reasonable. 17 2.10. Independent Credit Investigations. Neither the Trustee, the Securitization Company Agent, or the Liquidity Agent, the Liquidity Providers, the Credit Lenders' Agent nor the Credit Lenders nor any of their affiliates, nor their nor their affiliates' respective directors, officers, agents or employees shall be responsible to the other or to any other person, firm or corporation for the solvency, financial condition or ability of the Originator, the Receivables Seller or the Credit Borrowers, as applicable, to repay the Purchaser Claims or the Credit Claims, or for the worth of the Purchased Property or the Credit Collateral, or for statements of any of the Originator, the Receivables Seller or the Credit Borrowers, oral or written, or for the validity, sufficiency or enforceability of the Purchaser Claims, the Credit Claims, the Purchaser Documents, the Loan Documents, the Trustee's, the Securitization Company's, the Liquidity Agent's, the Liquidity Provider's and the Receivable Purchaser's interest in the Purchased Property or the Credit Lenders' interest in the Credit Collateral. The Credit Lenders and the Receivables Purchaser have entered into their respective agreements with the Credit Borrowers, the Receivables Seller and the Servicer as applicable, based upon their own independent investigations. None of the Credit Lenders, the Credit Lenders' Agent, the Trustee, the Securitization Company Agent, the Liquidity Agent, the Liquidity Providers or the Receivables Purchaser makes any warranty or representation to the other nor does it rely upon any representation of the other parties with respect to matters identified or referred to in this Section 2.10. 2.11. Limitation on Liability of Parties to Each Other. Except as provided in this Agreement, no party shall have any liability (other than the liability of the Credit Borrowers and other Loan Parties with respect to the Credit Claims and the liability of the Originator and the Receivables Seller with respect to the Purchaser Claims) to any other party in connection with this Agreement except for liability arising from the gross negligence or willful misconduct of such party or its representatives except with respect to the Receivables Purchaser which shall be solely liable for its or its representative's own bad faith and willful misconduct; provided, however, that any liability of the Receivables Purchaser hereunder is solely the corporate liability of the Receivables Purchaser and

2.10. Independent Credit Investigations. Neither the Trustee, the Securitization Company Agent, or the Liquidity Agent, the Liquidity Providers, the Credit Lenders' Agent nor the Credit Lenders nor any of their affiliates, nor their nor their affiliates' respective directors, officers, agents or employees shall be responsible to the other or to any other person, firm or corporation for the solvency, financial condition or ability of the Originator, the Receivables Seller or the Credit Borrowers, as applicable, to repay the Purchaser Claims or the Credit Claims, or for the worth of the Purchased Property or the Credit Collateral, or for statements of any of the Originator, the Receivables Seller or the Credit Borrowers, oral or written, or for the validity, sufficiency or enforceability of the Purchaser Claims, the Credit Claims, the Purchaser Documents, the Loan Documents, the Trustee's, the Securitization Company's, the Liquidity Agent's, the Liquidity Provider's and the Receivable Purchaser's interest in the Purchased Property or the Credit Lenders' interest in the Credit Collateral. The Credit Lenders and the Receivables Purchaser have entered into their respective agreements with the Credit Borrowers, the Receivables Seller and the Servicer as applicable, based upon their own independent investigations. None of the Credit Lenders, the Credit Lenders' Agent, the Trustee, the Securitization Company Agent, the Liquidity Agent, the Liquidity Providers or the Receivables Purchaser makes any warranty or representation to the other nor does it rely upon any representation of the other parties with respect to matters identified or referred to in this Section 2.10. 2.11. Limitation on Liability of Parties to Each Other. Except as provided in this Agreement, no party shall have any liability (other than the liability of the Credit Borrowers and other Loan Parties with respect to the Credit Claims and the liability of the Originator and the Receivables Seller with respect to the Purchaser Claims) to any other party in connection with this Agreement except for liability arising from the gross negligence or willful misconduct of such party or its representatives except with respect to the Receivables Purchaser which shall be solely liable for its or its representative's own bad faith and willful misconduct; provided, however, that any liability of the Receivables Purchaser hereunder is solely the corporate liability of the Receivables Purchaser and no recourse shall be had for the payment by the Receivables Purchaser of any other obligation or claim of or against the Receivables Purchaser arising out of or based on this Agreement, against any stockholder, employee, officer, director or incorporator of the Receivables Purchaser. 2.12. Amendments to Financing Arrangements or to this Agreement. The Credit Lenders' Agent agrees to give, concurrently with any written amendment or modification of the Loan Documents, prompt notice to the Trustee, the Securitization Company Agent and the Liquidity Agent of the same, and the Liquidity Agent agrees to use reasonable efforts to, concurrently with any written amendment or modification of the Purchaser Documents, notify the Credit Lenders' Agent of the same; provided, however, that in either case, the failure to do so shall not create a cause of action against any party failing to give such notice or create any claim or right on behalf of any third party or affect the validity, enforceability or binding effect of any such amendment or modification. The Liquidity Agent shall, upon reasonable request of any other party hereto, provide copies of all such modifications or amendments and copies of all 18

other documentation relevant to the Purchased Property or the Credit Collateral. All modifications or amendments of this Agreement must be in writing and duly executed by an authorized officer of each party hereto to be binding and enforceable. 2.13. Marshalling of Assets. Nothing in this Agreement will be deemed to require either the Trustee, the Securitization Company Agent, the Liquidity Agent, or the Credit Lenders' Agent (i) to proceed against certain property securing the Credit Claims (or any other obligation or liability under the Credit Agreements or other Loan Documents) or the Purchaser Claims (or any other obligation or liability under the Purchaser Documents), as applicable, prior to proceeding against other property securing such Claim or obligations or liabilities or against certain persons guaranteeing any such obligations before proceeding against other persons guaranteeing any such obligations or (ii) to marshall the Credit Collateral (or any other collateral) or the Purchased Property (as applicable) upon the enforcement of the Credit Lenders' Agent's or the Trustee's, the Securitization Company Agent's, the Liquidity Agent's remedies under the Loan Documents or Purchaser Documents, as applicable. 2.14. Relative Rights. (a) The relative rights of the Credit Lenders, each as against the other, shall be determined by agreement among such parties in accordance with the terms of the Loan Documents. The Trustee, the Securitization Company Agent, the Liquidity Agent, the Liquidity Providers and the Receivables Purchaser shall be entitled to rely on the power and authority of the Credit Lenders' Agent to act on behalf of all of the Credit

other documentation relevant to the Purchased Property or the Credit Collateral. All modifications or amendments of this Agreement must be in writing and duly executed by an authorized officer of each party hereto to be binding and enforceable. 2.13. Marshalling of Assets. Nothing in this Agreement will be deemed to require either the Trustee, the Securitization Company Agent, the Liquidity Agent, or the Credit Lenders' Agent (i) to proceed against certain property securing the Credit Claims (or any other obligation or liability under the Credit Agreements or other Loan Documents) or the Purchaser Claims (or any other obligation or liability under the Purchaser Documents), as applicable, prior to proceeding against other property securing such Claim or obligations or liabilities or against certain persons guaranteeing any such obligations before proceeding against other persons guaranteeing any such obligations or (ii) to marshall the Credit Collateral (or any other collateral) or the Purchased Property (as applicable) upon the enforcement of the Credit Lenders' Agent's or the Trustee's, the Securitization Company Agent's, the Liquidity Agent's remedies under the Loan Documents or Purchaser Documents, as applicable. 2.14. Relative Rights. (a) The relative rights of the Credit Lenders, each as against the other, shall be determined by agreement among such parties in accordance with the terms of the Loan Documents. The Trustee, the Securitization Company Agent, the Liquidity Agent, the Liquidity Providers and the Receivables Purchaser shall be entitled to rely on the power and authority of the Credit Lenders' Agent to act on behalf of all of the Credit Lenders to the extent the provisions hereof require or authorize the Credit Lenders' Agent so to act. (b) The Credit Lenders' Agent and Credit Lenders shall be entitled to rely on the power and authority of (x) the Trustee and the Securitization Company Agent to act on behalf of the Receivables Purchaser to the extent the provisions hereof require or authorize the Trustee and the Securitization Company Agent so to act and (y) the Trustee and the Liquidity Agent to act on behalf of the Liquidity Providers to the extent the provisions hereof require or authorize the Trustee and the Liquidity Agent so to act. 2.15. Effect Upon Loan Documents and Purchaser Documents. By executing this Agreement, the Originator, the Credit Borrowers, the other Loan Parties, and the Receivables Seller agree to be bound by the provisions hereof (i) as they relate to the relative rights of the Credit Lenders and Credit Lenders' Agent with respect to the property of the Credit Borrowers and other Loan Parties; and (ii) as they relate to the relative rights of the Receivables Purchaser and the Liquidity Providers as creditors of the Receivables Seller. The Originator or Credit Borrowers, as applicable, acknowledges that the provisions of this Agreement shall not give the Originator any substantive rights as against the Credit Lenders' Agent or the Credit Lenders. The Receivables Seller and the Originator acknowledge that the provisions of this Agreement shall not give the Receivables Seller or the Originator any substantive rights as against the Trustee, the Securitization Company Agent, the Liquidity Agent, the Liquidity Providers or the Receivables Purchaser. Each of the Originator or Credit Borrowers, as applicable, and the Receivables Seller further acknowledges that the provisions of this Agreement shall not give any 19

such party any substantive rights as against the other and that nothing in this Agreement shall amend, modify, change or supersede the terms of the Purchaser Documents as between the Originator and the Receivables Seller. Each of the Trustee, the Securitization Company Agent, the Liquidity Agent, the Liquidity Providers, the Receivables Purchaser, the Credit Lenders and the Credit Lenders' Agent agrees, that, as it affects rights and obligations of the parties to the Loan Documents and Purchaser Documents, respectively, to the extent the terms and provisions of the Loan Documents or the Purchaser Documents are inconsistent with the terms and provisions of this Agreement, the terms and provisions of this Agreement shall control. 2.16 Nature of the Credit Claims and Modification of Loan Documents. Each of the Trustee, the Securitization Company Agent, the Liquidity Agent, the Liquidity Providers, the Receivables Seller and the Receivables Purchaser acknowledges that the Credit Claims and other obligations and liabilities owing under the Loan Documents are, in part, revolving in nature and that the amount of such revolving indebtedness which may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed. Subject to Section 1.2 hereof, the terms of the Loan Documents may be modified, extended or amended from time to time, and the amount thereof may be increased or reduced, all without notice to or consent by any of the Trustee, the Securitization Company Agent, the Liquidity Agent, the Liquidity Providers, the Receivables Seller, or the

such party any substantive rights as against the other and that nothing in this Agreement shall amend, modify, change or supersede the terms of the Purchaser Documents as between the Originator and the Receivables Seller. Each of the Trustee, the Securitization Company Agent, the Liquidity Agent, the Liquidity Providers, the Receivables Purchaser, the Credit Lenders and the Credit Lenders' Agent agrees, that, as it affects rights and obligations of the parties to the Loan Documents and Purchaser Documents, respectively, to the extent the terms and provisions of the Loan Documents or the Purchaser Documents are inconsistent with the terms and provisions of this Agreement, the terms and provisions of this Agreement shall control. 2.16 Nature of the Credit Claims and Modification of Loan Documents. Each of the Trustee, the Securitization Company Agent, the Liquidity Agent, the Liquidity Providers, the Receivables Seller and the Receivables Purchaser acknowledges that the Credit Claims and other obligations and liabilities owing under the Loan Documents are, in part, revolving in nature and that the amount of such revolving indebtedness which may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed. Subject to Section 1.2 hereof, the terms of the Loan Documents may be modified, extended or amended from time to time, and the amount thereof may be increased or reduced, all without notice to or consent by any of the Trustee, the Securitization Company Agent, the Liquidity Agent, the Liquidity Providers, the Receivables Seller, or the Receivables Purchaser and without affecting the provisions of this Agreement. 2.17. Nature of the Purchaser Claims and Modification of Purchaser Documents. Each of the Originator or Credit Borrowers, as applicable, the Credit Lenders, and the Credit Lenders' Agent acknowledges that the Purchaser Claims and other obligations and liabilities owing under the Purchaser Documents are, in part, revolving in nature and that the amount of such revolving investment which may be outstanding at any time or from time to time may be increased or reduced and subsequently reinvested. Subject to Section 1.2 hereof, the terms of the Purchaser Documents may be modified, extended or amended from time to time, and the amount thereof may be increased or reduced, all without notice to or consent by the Credit Borrowers, the Credit Lenders or the Credit Lenders' Agent and without affecting the provisions of this Agreement. 2.18. Further Assurances. Each of the parties agrees to take such actions as may be reasonably requested by any other party, whether before, during or after an Enforcement Period, in order to effect the rules of distribution and allocation set forth above in this Article 2 and to otherwise effectuate the agreements made in this Article. 2.19. Filing. To and until the date which is one year and one day after the later of the date the Purchaser Claims shall have been paid in full in cash and the Purchaser Documents have been terminated, the Credit Lenders, Credit Lenders' Agent and the Originator or Credit Borrowers, as applicable, each agree that it shall not consent to or vote for the filing of any petition in bankruptcy for the Receivables Seller. 20 2.20. Reports. The Trustee shall deliver to the Credit Lenders' Agent, promptly following receipt of same, each monthly report delivered to the Trustee pursuant to section 3.04 of the Pooling and Servicing Agreement. ARTICLE 3. MISCELLANEOUS. 3.1. Notices. All notices and other communications provided for hereunder shall, unless otherwise stated herein, be in writing (including telecommunications and communication by facsimile copy) and mailed, telexed, transmitted or delivered, as to each party hereto, at its address set forth under its name on the signature pages hereof or at such other address as shall be designated by such party in a written notice to the other parties hereto. All such notices and communications shall be effective upon receipt, or, in the case of notice by mail, five days after being deposited in the mails, postage prepaid, or in the case of notice by telex, when telexed against receipt of the answerback, or in the case of notice by facsimile copy, when verbal confirmation of receipt is obtained, in each case addressed as aforesaid. 3.2. Agreement Absolute. Each of the Trustee, the Securitization Company Agent and the Liquidity Agent shall be deemed to have entered into the Purchaser Documents in express reliance upon this Agreement and the Credit Lenders and the Credit Lenders' Agent shall be deemed to have entered into the Loan Documents in express reliance upon this Agreement. This Agreement shall be and remain absolute and unconditional under any and all

2.20. Reports. The Trustee shall deliver to the Credit Lenders' Agent, promptly following receipt of same, each monthly report delivered to the Trustee pursuant to section 3.04 of the Pooling and Servicing Agreement. ARTICLE 3. MISCELLANEOUS. 3.1. Notices. All notices and other communications provided for hereunder shall, unless otherwise stated herein, be in writing (including telecommunications and communication by facsimile copy) and mailed, telexed, transmitted or delivered, as to each party hereto, at its address set forth under its name on the signature pages hereof or at such other address as shall be designated by such party in a written notice to the other parties hereto. All such notices and communications shall be effective upon receipt, or, in the case of notice by mail, five days after being deposited in the mails, postage prepaid, or in the case of notice by telex, when telexed against receipt of the answerback, or in the case of notice by facsimile copy, when verbal confirmation of receipt is obtained, in each case addressed as aforesaid. 3.2. Agreement Absolute. Each of the Trustee, the Securitization Company Agent and the Liquidity Agent shall be deemed to have entered into the Purchaser Documents in express reliance upon this Agreement and the Credit Lenders and the Credit Lenders' Agent shall be deemed to have entered into the Loan Documents in express reliance upon this Agreement. This Agreement shall be and remain absolute and unconditional under any and all circumstances, and no acts or omissions on the part of any party to this Agreement shall affect or impair the agreement of any party to this Agreement, unless otherwise agreed to in writing by all of the parties hereto. This Agreement shall be applicable both before and after the filing of any petition by or against the Originator or Credit Borrowers, as applicable, or the Receivables Seller under the Bankruptcy Code and all references herein to the Originator and/or Credit Borrowers or the Receivables Seller shall be deemed to apply to a debtor-in-possession for such party and all allocations of payments between the Credit Lenders, the Trustee, the Securitization Company Agent, the Liquidity Agent, the Liquidity Providers and the Receivables Purchaser shall, subject to any court order to the contrary, continue to be made after the filing of such petition on the same basis that the payments were to be applied prior to the date of the petition. 3.3. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors and assigns. The successors and assigns for the Originator or Credit Borrowers, as applicable, and the Receivables Seller shall include a debtor-in- possession or trustee of or for such party. The successors and assigns for the Credit Lenders, the Receivables Purchaser, the Credit Lenders' Agent, the Trustee, the Securitization Company Agent, the Liquidity Agent, the Liquidity Providers, as the case may be, shall include any successor Credit Lenders, Receivables Purchaser, Credit Lenders' Agent, the Trustee, the Securitization Company Agent, the Liquidity Agent, as the case may be, appointed under the terms of the Loan Documents or the Purchaser Documents, as applicable or under the terms of any refinancing, replacement or refunding of either. Each of the Receivables Purchaser, the Credit Lenders' Agent, the Trustee, the Securitization Company Agent and the 21

Liquidity Agent agrees not to transfer any interest it may have in the Loan Documents or the Purchaser Documents unless such transferee has been notified of the existence of this Agreement and has agreed to be bound hereby. 3.4. Beneficiaries. The terms and provisions of this Agreement shall be for the sole benefit of the parties hereto and for the successors and assigns of the Trustee, the Securitization Company Agent, the Liquidity Agent, the Liquidity Providers, the Credit Lender's Agent and the Receivables Purchaser, and no other Person shall have any right, benefit, or priority by reason of this Agreement. 3.5. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF LAW PROVISIONS) OF THE STATE OF NEW YORK. 3.6. Section Titles. The article and section headings contained in this Agreement are and shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto.

Liquidity Agent agrees not to transfer any interest it may have in the Loan Documents or the Purchaser Documents unless such transferee has been notified of the existence of this Agreement and has agreed to be bound hereby. 3.4. Beneficiaries. The terms and provisions of this Agreement shall be for the sole benefit of the parties hereto and for the successors and assigns of the Trustee, the Securitization Company Agent, the Liquidity Agent, the Liquidity Providers, the Credit Lender's Agent and the Receivables Purchaser, and no other Person shall have any right, benefit, or priority by reason of this Agreement. 3.5. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF LAW PROVISIONS) OF THE STATE OF NEW YORK. 3.6. Section Titles. The article and section headings contained in this Agreement are and shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto. 3.7. Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or thereof or affecting the validity or enforceability of such provision in any other jurisdiction. 3.8. Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. 3.9. Limited Recourse. Notwithstanding any other provision of this Agreement, the duties of the Receivables Purchaser under this Agreement are solely the corporate duties of the Receivables Purchaser. No recourse shall be had for the payment of any amount owing in respect of any claim arising out of or based upon this Agreement against any shareholder, employee, officer, director, agent or incorporator of the Receivables Purchaser. 22

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. CITICORP NORTH AMERICA, INC., as Securitization Company Agent By:_________________________________ Name: Title: Address: Attention: Facsimile No.: BANQUE PARIBAS, NEW YORK BRANCH, as Liquidity Agent By:_________________________________ Name: Title: By:_________________________________ Name: Title:

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. CITICORP NORTH AMERICA, INC., as Securitization Company Agent By:_________________________________ Name: Title: Address: Attention: Facsimile No.: BANQUE PARIBAS, NEW YORK BRANCH, as Liquidity Agent By:_________________________________ Name: Title: By:_________________________________ Name: Title: Address: Attention: Facsimile No.: BANQUE PARIBAS, as Credit Lenders' Agent and Credit Lender By:_________________________________ Name: Title: By:_________________________________ Name: Title: Address: Attention: Facsimile No.: 23

NORWEST BANK COLORADO, NATIONAL ASSOCIATION, as Trustee By:_________________________________ Name: Title: Address: Attention: Facsimile No.: MAIL-WELL TRADE RECEIVABLES

NORWEST BANK COLORADO, NATIONAL ASSOCIATION, as Trustee By:_________________________________ Name: Title: Address: Attention: Facsimile No.: MAIL-WELL TRADE RECEIVABLES CORPORATION, as Receivables Seller By:_________________________________ Name: Title: Address: Attention: Facsimile No.: MAIL-WELL I CORPORATION, as Servicer, Originator and a Credit Borrower By:_________________________________ Name: Title: Address: Attention: Facsimile No.: 24

WISCO ENVELOPE CORP., as Originator By:_________________________________ Name: Title: Address: 1509 North Washington Street Tullahoma, TN 37388 Attention: Paul V. Reilly Facsimile No.: (___) ___-____ PAVEY ENVELOPE AND TAG CORP., as Originator By:_________________________________ Name: Title: Address: 25 Linden Avenue East

WISCO ENVELOPE CORP., as Originator By:_________________________________ Name: Title: Address: 1509 North Washington Street Tullahoma, TN 37388 Attention: Paul V. Reilly Facsimile No.: (___) ___-____ PAVEY ENVELOPE AND TAG CORP., as Originator By:_________________________________ Name: Title: Address: 25 Linden Avenue East Jersey City, NJ 07305 Attention: Paul V. Reilly Facsimile No.: (___) ___-____ MAIL-WELL WEST, INC., as Originator By:_________________________________ Name: Title: Address: 221 North 48th Street Phoenix, AZ 85063 Attention: Paul V. Reilly Facsimile No.: (___) ___-____ 25

WISCO II, L.L.C., as Originator By:_________________________________ Name: Title: Address: 1509 North Washington Street Tullahoma, TN 37388 Attention: Paul V. Reilly Facsimile No.: (___) ___-____ MAIL-WELL CANADA HOLDINGS, INC., as Originator By:_________________________________ Name: Title:

WISCO II, L.L.C., as Originator By:_________________________________ Name: Title: Address: 1509 North Washington Street Tullahoma, TN 37388 Attention: Paul V. Reilly Facsimile No.: (___) ___-____ MAIL-WELL CANADA HOLDINGS, INC., as Originator By:_________________________________ Name: Title: Address: 23 Inverness Way East Englewood, CO 80112 Attention: Paul V. Reilly Facsimile No.: (___) ___-____ GRAPHIC ARTS CENTER, INC., as Originator By:_________________________________ Name: Title: Address: 2000 North West Wilson Street Portland, OR 97209 Attention: Paul V. Reilly Facsimile No.: (___) ___-____ 26

WISCO III, L.L.C., as Originator By:_________________________________ Name: Title: Address: 23 Inverness Way East Englewood, CO 80112 Attention: Paul V. Reilly Facsimile No.: (___) ___-____ SUPREMEX INC., as Credit Borrower and Originator By:_________________________________ Name: Title:

WISCO III, L.L.C., as Originator By:_________________________________ Name: Title: Address: 23 Inverness Way East Englewood, CO 80112 Attention: Paul V. Reilly Facsimile No.: (___) ___-____ SUPREMEX INC., as Credit Borrower and Originator By:_________________________________ Name: Title: Address: Innova Montreal 345 Montee de Liesse - St. Laurent, Quebec H4T IP7 Attention: Paul V. Reilly Facsimile No.: (___) ___-____ INNOVA ENVELOPE INC., as Originator By:_________________________________ Name: Title: Address: 56 Steelcase Road West Markham, Ontario L3R 1B2 Attention: Paul V. Reilly Facsimile No.: (___) ___-____ 27

ARAB BANKING CORPORATION (B.S.C.), as Credit Lender By:_________________________________ Name: Title: Address: Attention: Facsimile No.: BANK OF AMERICA ILLINOIS, as Credit Lender By:_________________________________ Name: Title: Address: Attention:

ARAB BANKING CORPORATION (B.S.C.), as Credit Lender By:_________________________________ Name: Title: Address: Attention: Facsimile No.: BANK OF AMERICA ILLINOIS, as Credit Lender By:_________________________________ Name: Title: Address: Attention: Facsimile No.: CREDIT LYONNAIS NEW YORK BRANCH, as Credit Lender By:_________________________________ Name: Title: Address: Attention: Facsimile No.: MERRILL LYNCH SENIOR FLOATING RATE FUND, INC, as Credit Lender By:_________________________________ Name: Title: Address: Attention: Facsimile No.: 28

NATIONAL BANK OF CANADA, as Credit Lender By:_________________________________ Name: Title: By:_________________________________ Name: Title: Address: Attention:

NATIONAL BANK OF CANADA, as Credit Lender By:_________________________________ Name: Title: By:_________________________________ Name: Title: Address: Attention: Facsimile No.: NATIONSBANK OF TEXAS, N.A., as Credit Lender By:_________________________________ Name: Title: Address: Attention: Facsimile No.: PARIBAS BANK OF CANADA, as Credit Lender By:_________________________________ Name: Title: Address: Attention: Facsimile No.: 29

SOCIETE GENERALE, SOUTHWEST AGENCY, as Credit Lender By:_________________________________ Name: Title: Address: Attention: Facsimile No.: TEXAS COMMERCE BANK NATIONAL ASSOCIATION, as Credit Lender By:_________________________________ Name: Title: Address: Attention:

SOCIETE GENERALE, SOUTHWEST AGENCY, as Credit Lender By:_________________________________ Name: Title: Address: Attention: Facsimile No.: TEXAS COMMERCE BANK NATIONAL ASSOCIATION, as Credit Lender By:_________________________________ Name: Title: Address: Attention: Facsimile No.: THE BANK OF NOVA SCOTIA, as Credit Lender By:_________________________________ Name: Title: By:_________________________________ Name: Title: Address: Attention: Facsimile No.: 30

THE BOATMEN'S NATIONAL BANK OF ST. LOUIS, as Credit Lender By:_________________________________ Name: Title: Address: Attention: Facsimile No.: THE CIT GROUP/BUSINESS CREDIT, INC., as Credit Lender By:_________________________________ Name: Title: Address:

THE BOATMEN'S NATIONAL BANK OF ST. LOUIS, as Credit Lender By:_________________________________ Name: Title: Address: Attention: Facsimile No.: THE CIT GROUP/BUSINESS CREDIT, INC., as Credit Lender By:_________________________________ Name: Title: Address: Attention: Facsimile No.: THE FUJI BANK, LIMITED, as Credit Lender By:_________________________________ Name: Title: Address: Attention: Facsimile No.: THE LONG-TERM CREDIT BANK OF JAPAN, LIMITED, NEW YORK BRANCH, as Credit Lender By:_________________________________ Name: Title: Address: Attention: Facsimile No.: 31

CERES FINANCE LTD., as Credit Lender By:_________________________________ Name: Title: Address: Attention: Facsimile No.: STRATA FUNDING LTD., as Credit Lender

CERES FINANCE LTD., as Credit Lender By:_________________________________ Name: Title: Address: Attention: Facsimile No.: STRATA FUNDING LTD., as Credit Lender By:_________________________________ Name: Title: Address: Attention: Facsimile No.: RESTRUCTURED OBLIGATIONS BACKED BY SENIOR ASSETS B.V., as Credit Lender By: ABN Trust Company (Netherlands), its Managing Director By:_________________________________ Name: Title: Address: Attention: Facsimile No.: 32

THE BANK OF NEW YORK. as Credit Lender By:_________________________________ Name: Title: Address: Attention: Facsimile No.: GENERAL ELECTRIC CAPITAL CORPORATION, as Credit Lender By:_________________________________ Name: Title: Address: Attention: Facsimile No.:

THE BANK OF NEW YORK. as Credit Lender By:_________________________________ Name: Title: Address: Attention: Facsimile No.: GENERAL ELECTRIC CAPITAL CORPORATION, as Credit Lender By:_________________________________ Name: Title: Address: Attention: Facsimile No.: 33

EXHIBIT 10.44 SERIES 1996-1 ASSET PURCHASE AGREEMENT among CORPORATE RECEIVABLES CORPORATION, THE LIQUIDITY PROVIDERS PARTIES HERETO, CITICORP NORTH AMERICA, INC., as Securitization Company Agent BANQUE PARIBAS, NEW YORK BRANCH, as Liquidity Agent and NORWEST BANK COLORADO, NATIONAL ASSOCIATION, as Trustee Dated as of November 15, 1996

Relating to Mail-Well Receivables Master Trust Certificates Series 1996-1

TABLE OF CONTENTS
Page ---PRELIMINARY STATEMENTS..................................................... 1 1. Certain Defined Terms................................................. 1

EXHIBIT 10.44 SERIES 1996-1 ASSET PURCHASE AGREEMENT among CORPORATE RECEIVABLES CORPORATION, THE LIQUIDITY PROVIDERS PARTIES HERETO, CITICORP NORTH AMERICA, INC., as Securitization Company Agent BANQUE PARIBAS, NEW YORK BRANCH, as Liquidity Agent and NORWEST BANK COLORADO, NATIONAL ASSOCIATION, as Trustee Dated as of November 15, 1996

Relating to Mail-Well Receivables Master Trust Certificates Series 1996-1

TABLE OF CONTENTS
Page ---PRELIMINARY STATEMENTS..................................................... 1 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. Certain Defined Terms................................................. 1 Purchase.............................................................. 6 Participation Interests............................................... 7 Fees and Other Amounts................................................ 8 Representations, Warranties and Covenants............................. 9 Liability and Indemnification of the Series Representative............12 Liability and Indemnification of the Securitization Company Agent.....13 Liability and Indemnification of the Liquidity Agent..................13 Assignability.........................................................15 Amendments, Waivers and Other Actions by the Series Representative....16 Purchase Termination Date; Extension of Purchase Termination Date.....17 Miscellaneous.........................................................17

SERIES 1996-1 ASSET PURCHASE AGREEMENT Dated as of November 15, 1996

TABLE OF CONTENTS
Page ---PRELIMINARY STATEMENTS..................................................... 1 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. Certain Defined Terms................................................. 1 Purchase.............................................................. 6 Participation Interests............................................... 7 Fees and Other Amounts................................................ 8 Representations, Warranties and Covenants............................. 9 Liability and Indemnification of the Series Representative............12 Liability and Indemnification of the Securitization Company Agent.....13 Liability and Indemnification of the Liquidity Agent..................13 Assignability.........................................................15 Amendments, Waivers and Other Actions by the Series Representative....16 Purchase Termination Date; Extension of Purchase Termination Date.....17 Miscellaneous.........................................................17

SERIES 1996-1 ASSET PURCHASE AGREEMENT Dated as of November 15, 1996 Each of the parties who has executed this Agreement or, as an "Assignee", an Assignment and Acceptance in the form of Exhibit A hereto (each, an "Assignment") (each such party being referred to collectively as the "Liquidity Providers" and individually as a "Liquidity Provider"), BANQUE PARIBAS, NEW YORK BRANCH, as agent for the Liquidity Providers under this Agreement (in such capacity, the "Liquidity Agent"), CORPORATE RECEIVABLES CORPORATION, a Delaware corporation ("CRC"), CITICORP NORTH AMERICA, INC., as agent for CRC (in such capacity, the "Securitization Company Agent") and NORWEST BANK COLORADO, NATIONAL ASSOCIATION, as trustee (the "Trustee"), agree as follows: PRELIMINARY STATEMENTS. (1) CRC, pursuant to the Certificate Purchase Agreement (capitalized terms used in the Preliminary Statements are defined in Section 1), purchased a Certificate on the Closing Date. CRC funded such purchase as well as interests in pools of receivables and other assets of other persons under and pursuant to Receivables Agreements through the issuance of commercial paper notes (the "Notes"). (2) CRC has requested that the Liquidity Providers each purchase participations (each a "Participation Interest") from time to time in Certificate Interests or purchase a ratable share of CRC's entire interest (each an "Ownership Interest") in the Certificate upon the occurrence of certain events, the proceeds of which shall be applied to repay maturing Notes, and each Liquidity Provider, by becoming a party hereto, undertakes an obligation to purchase a Participation Interest or Ownership Interest, as the case may be, on the terms and conditions set forth in this Agreement (its "Liquidity Commitment") when offered for sale by the Securitization Company Agent for CRC. NOW, THEREFORE, the parties agree as follows:

SERIES 1996-1 ASSET PURCHASE AGREEMENT Dated as of November 15, 1996 Each of the parties who has executed this Agreement or, as an "Assignee", an Assignment and Acceptance in the form of Exhibit A hereto (each, an "Assignment") (each such party being referred to collectively as the "Liquidity Providers" and individually as a "Liquidity Provider"), BANQUE PARIBAS, NEW YORK BRANCH, as agent for the Liquidity Providers under this Agreement (in such capacity, the "Liquidity Agent"), CORPORATE RECEIVABLES CORPORATION, a Delaware corporation ("CRC"), CITICORP NORTH AMERICA, INC., as agent for CRC (in such capacity, the "Securitization Company Agent") and NORWEST BANK COLORADO, NATIONAL ASSOCIATION, as trustee (the "Trustee"), agree as follows: PRELIMINARY STATEMENTS. (1) CRC, pursuant to the Certificate Purchase Agreement (capitalized terms used in the Preliminary Statements are defined in Section 1), purchased a Certificate on the Closing Date. CRC funded such purchase as well as interests in pools of receivables and other assets of other persons under and pursuant to Receivables Agreements through the issuance of commercial paper notes (the "Notes"). (2) CRC has requested that the Liquidity Providers each purchase participations (each a "Participation Interest") from time to time in Certificate Interests or purchase a ratable share of CRC's entire interest (each an "Ownership Interest") in the Certificate upon the occurrence of certain events, the proceeds of which shall be applied to repay maturing Notes, and each Liquidity Provider, by becoming a party hereto, undertakes an obligation to purchase a Participation Interest or Ownership Interest, as the case may be, on the terms and conditions set forth in this Agreement (its "Liquidity Commitment") when offered for sale by the Securitization Company Agent for CRC. NOW, THEREFORE, the parties agree as follows: 1. Certain Defined Terms. (a) Whenever used in this Agreement, the following words and phrases shall have the following meanings, and the definitions of such terms are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms: "Agreement" shall mean this Series 1996-1 Asset Purchase Agreement, same may be amended, modified, restated or supplemented from time to time. "Assignment" shall have the meaning specified in the preamble to this Agreement. "Bankruptcy Code" shall mean Title 11 of the United States Code (11 U.S.C. Section 101, et seq.), as amended from time to time, or any successor statute. "Certificate Interest" shall mean, on any Purchase Date, an undivided interest in the Certificate equal to the ratio (expressed as a percentage) of (i) the aggregate Principal Amount of all Notes issued by CRC to fund or maintain the purchase by CRC of the Certificate which matured on such Purchase Date to (ii) the aggregate Principal Amount on the Initial Purchase Date of all Notes issued by CRC to fund or maintain the purchase by CRC of the Certificate. "Certificate Purchase Agreement" shall mean the Series 1996-1 Purchase Agreement dated as of the date hereof among the Seller, as seller, CRC, the Servicer and the Trustee, as amended, modified, restated or supplemented from time to time in accordance with the provisions thereof. "Certificate Purchase Event Date" shall mean any date on which the Liquidity Agent shall resign or be removed in a manner other than as allowed under Section 8(c) hereof.

"Bankruptcy Code" shall mean Title 11 of the United States Code (11 U.S.C. Section 101, et seq.), as amended from time to time, or any successor statute. "Certificate Interest" shall mean, on any Purchase Date, an undivided interest in the Certificate equal to the ratio (expressed as a percentage) of (i) the aggregate Principal Amount of all Notes issued by CRC to fund or maintain the purchase by CRC of the Certificate which matured on such Purchase Date to (ii) the aggregate Principal Amount on the Initial Purchase Date of all Notes issued by CRC to fund or maintain the purchase by CRC of the Certificate. "Certificate Purchase Agreement" shall mean the Series 1996-1 Purchase Agreement dated as of the date hereof among the Seller, as seller, CRC, the Servicer and the Trustee, as amended, modified, restated or supplemented from time to time in accordance with the provisions thereof. "Certificate Purchase Event Date" shall mean any date on which the Liquidity Agent shall resign or be removed in a manner other than as allowed under Section 8(c) hereof. "CRC" shall have the meaning specified in the preamble to this Agreement. "Eligible Institution" shall mean a commercial bank having a combined capital and surplus of at least $250,000,000 which is in compliance with all Risk-based Capital Requirements applicable to it, or a whollyowned subsidiary of such a bank. "Initial Purchase Date" shall mean the first Purchase Date hereunder. "Liquidity Agent" shall have the meaning specified in the preamble to this Agreement. "Liquidity Commitment" shall have the meaning specified in paragraph (2) of the Preliminary Statements. "Liquidity Event Date" shall mean any date on which any Note matures and CRC does not have sufficient funds available to it to pay such Note. "Liquidity Provider" shall have the meaning, with respect to any Person, specified in the preamble to this Agreement; provided that upon the execution by such Liquidity Provider, as "Assignor" of an Assignment (to the extent of the interest assigned thereby) or upon the purchase of an Ownership Interest by such Liquidity Provider, such Person shall no longer be a "Liquidity Provider" hereunder. 2 "Liquidity Provider Event Date" shall mean, in respect of each Liquidity Provider, either (i) the Purchase Termination Date for such Liquidity Provider, if such Liquidity Provider has not extended the term of its Liquidity Commitment, unless prior to such Purchase Termination Date for such Liquidity Provider hereunder, such Liquidity Provider shall have assigned its rights and obligations hereunder to a Permitted Assignee pursuant to Section 9 hereof or (ii) the date specified by the Liquidity Agent or the Securitization Company Agent in either such party's sole discretion. "Majority Liquidity Providers" shall mean at any time Liquidity Providers whose Percentages aggregate more than 66 2/3%. "Maximum Liquidity Commitment" shall mean, with respect to each Liquidity Provider, the maximum amount which such Liquidity Provider is obligated to pay hereunder on account of the Purchase Price, as set forth below its signature to this Agreement or in the Assignment pursuant to which it became a Liquidity Provider, as such amount may be modified in connection with any subsequent Assignment pursuant to Section 9; provided, however that (i) the Maximum Liquidity Commitment of such Liquidity Provider shall not exceed such Liquidity Provider's Percentage of the Stated Amount and (ii) upon any purchase in full of an Ownership Interest, such

"Liquidity Provider Event Date" shall mean, in respect of each Liquidity Provider, either (i) the Purchase Termination Date for such Liquidity Provider, if such Liquidity Provider has not extended the term of its Liquidity Commitment, unless prior to such Purchase Termination Date for such Liquidity Provider hereunder, such Liquidity Provider shall have assigned its rights and obligations hereunder to a Permitted Assignee pursuant to Section 9 hereof or (ii) the date specified by the Liquidity Agent or the Securitization Company Agent in either such party's sole discretion. "Majority Liquidity Providers" shall mean at any time Liquidity Providers whose Percentages aggregate more than 66 2/3%. "Maximum Liquidity Commitment" shall mean, with respect to each Liquidity Provider, the maximum amount which such Liquidity Provider is obligated to pay hereunder on account of the Purchase Price, as set forth below its signature to this Agreement or in the Assignment pursuant to which it became a Liquidity Provider, as such amount may be modified in connection with any subsequent Assignment pursuant to Section 9; provided, however that (i) the Maximum Liquidity Commitment of such Liquidity Provider shall not exceed such Liquidity Provider's Percentage of the Stated Amount and (ii) upon any purchase in full of an Ownership Interest, such Liquidity Provider's Maximum Liquidity Commitment shall equal zero. "Notes" shall have the meaning specified in paragraph (1) of the Preliminary Statements. "Notice of Purchase" shall have the meaning specified in Section 2(a) of this Agreement. "Outstanding Balance" of any Receivable at any time means the then outstanding principal balance thereof after reductions, cancellations and adjustments resulting from the Dilution Factors; provided, however, that with respect to any Canadian Receivable, Outstanding Balance at any time shall mean the United States Dollar equivalent of the then outstanding principal balance thereof as determined by reference to the [weighted average rate for the notional amount of Canadian Receivables pursuant to any applicable hedge agreement] at the time such Canadian Receivable was transferred to the Trust. "Ownership Interest" shall have the meaning specified in paragraph (2) of the Preliminary Statements. "Participation Interest" shall have the meaning specified in paragraph (2) of the Preliminary Statements. "Percentage" shall mean, with respect to each Liquidity Provider, the ratio (expressed as a percentage) of such Liquidity Provider's Maximum Liquidity 3

Commitment to the aggregate Maximum Liquidity Commitment of all Liquidity Providers, as such percentage may be modified in connection with any subsequent Assignment pursuant to Section 9 of this Agreement. "Permitted Assignee" shall mean any assignee (i) which is satisfactory to the Securitization Company Agent and the Liquidity Agent and (ii) (x) which is a "qualified institutional buyer" as defined in Rule 144A of the Act, (y) whose becoming a Liquidity Provider hereunder, would not cause any Rating Agency to downgrade or withdraw the rating of the Notes and (z) which has a short-term unsecured debt rating of A-1 or better by Standard & Poor's and P-1 by Moody's. "Pooling and Servicing Agreement" shall mean the Pooling and Servicing Agreement, dated as of the date hereof, among Mail-Well I Corporation, as servicer, Mail-Well Trade Receivables Corporation, as the seller thereunder and Norwest Bank Colorado, National Association, as trustee, as the same may be amended, modified, restated or supplemented from time to time in accordance with the provisions thereof. "Principal Amount" shall mean, with respect to outstanding Notes, (a) the face amount of any such Notes issued on a discount basis minus the aggregate amount of discount on such Notes and (b) the principal amount of any

Commitment to the aggregate Maximum Liquidity Commitment of all Liquidity Providers, as such percentage may be modified in connection with any subsequent Assignment pursuant to Section 9 of this Agreement. "Permitted Assignee" shall mean any assignee (i) which is satisfactory to the Securitization Company Agent and the Liquidity Agent and (ii) (x) which is a "qualified institutional buyer" as defined in Rule 144A of the Act, (y) whose becoming a Liquidity Provider hereunder, would not cause any Rating Agency to downgrade or withdraw the rating of the Notes and (z) which has a short-term unsecured debt rating of A-1 or better by Standard & Poor's and P-1 by Moody's. "Pooling and Servicing Agreement" shall mean the Pooling and Servicing Agreement, dated as of the date hereof, among Mail-Well I Corporation, as servicer, Mail-Well Trade Receivables Corporation, as the seller thereunder and Norwest Bank Colorado, National Association, as trustee, as the same may be amended, modified, restated or supplemented from time to time in accordance with the provisions thereof. "Principal Amount" shall mean, with respect to outstanding Notes, (a) the face amount of any such Notes issued on a discount basis minus the aggregate amount of discount on such Notes and (b) the principal amount of any such Notes issued on an interest-bearing basis. "Purchase Date" shall mean any of the following: (i) in respect of all Liquidity Providers, a Liquidity Event Date, or (ii) in respect of each Liquidity Provider, a Liquidity Provider Event Date or Certificate Purchase Event Date. "Purchase Price" shall mean, with respect to any Liquidity Provider, an amount equal to such Liquidity Provider's Percentage multiplied by the sum of (i) the amount then accrued to CRC in respect of Interest plus (ii) the Invested Amount minus the Outstanding Balance of all Defaulted Receivables included in the Trust, if any, in excess of the aggregate amount of the Loss and Dilution Reserve. For purposes of the foregoing computations, (x) the Loss and Dilution Reserve shall be determined on the date the Invested Amount was last determined without any deduction for any Receivable in respect to which the Trust has any reassignment right against the Seller under the Pooling and Servicing Agreement and (y) Defaulted Receivables shall only include Defaulted Receivables which were Eligible Receivables at the time of transfer under the Pooling and Servicing Agreement and shall be calculated on the date of the most recent Weekly Report. If, after the relevant Purchase Date, the Securitization Company Agent determines such Weekly Report did not reflect the actual Receivables or Defaulted Receivables or did not accurately reflect the status of any reassignment right of the Trust 4

as of such Purchase Date, the Securitization Company Agent shall, if necessary, adjust the Purchase Price for Participation Interests or Ownership Interests, as the case may be, purchased by each Liquidity Provider and shall remit to or collect from the Liquidity Provider the difference except that the Securitization Company Agent shall not adjust the Purchase Price for inaccuracies described in clauses (x) and (y) above or a calculation of the Outstanding Balance of the Receivables if resulting from errors or misstatements of the Servicer in the Weekly Report unless the Seller corrects such errors or misstatements and has made CRC whole. "Purchase Termination Date" shall have the meaning specified in Section 11 of this Agreement. "Rating Agency" or "Rating Agencies" shall mean, collectively, Moody's and Standard & Poor's, and their respective successors in interest. "Receivables Agreements" shall mean, collectively, each receivables agreement or certificate purchase agreement between CRC and a transferor, which provides for the purchase by CRC of interests in pools of receivables of such transferor, or for the making of loans to such transferor to be secured by receivables of such transferor, as the same may be amended, modified, restated or supplemented from time to time.

as of such Purchase Date, the Securitization Company Agent shall, if necessary, adjust the Purchase Price for Participation Interests or Ownership Interests, as the case may be, purchased by each Liquidity Provider and shall remit to or collect from the Liquidity Provider the difference except that the Securitization Company Agent shall not adjust the Purchase Price for inaccuracies described in clauses (x) and (y) above or a calculation of the Outstanding Balance of the Receivables if resulting from errors or misstatements of the Servicer in the Weekly Report unless the Seller corrects such errors or misstatements and has made CRC whole. "Purchase Termination Date" shall have the meaning specified in Section 11 of this Agreement. "Rating Agency" or "Rating Agencies" shall mean, collectively, Moody's and Standard & Poor's, and their respective successors in interest. "Receivables Agreements" shall mean, collectively, each receivables agreement or certificate purchase agreement between CRC and a transferor, which provides for the purchase by CRC of interests in pools of receivables of such transferor, or for the making of loans to such transferor to be secured by receivables of such transferor, as the same may be amended, modified, restated or supplemented from time to time. "Risk-based Capital Requirements" shall mean, with respect to any bank, the minimum ratios of total capital (and core capital) to risk- weighted-assets required by the governmental authorities regulating such bank in accordance with the implementation by such authorities of the Basle Accord. "Securitization Company Agent" shall have the meaning specified in the preamble to this Agreement. (b) As used in this Agreement and each document made or delivered pursuant hereto or thereto, accounting terms not defined in this Agreement or in any such document, and accounting terms partly defined in this Agreement or in any such document to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principles. To the extent that the definitions of accounting terms in this Agreement or in any such other document are inconsistent with the meanings of such terms under generally accepted accounting principles, the definitions contained in this Agreement or in any such other document shall control. (c) The words "hereof", "herein" and "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; references to any Section, Schedule or Exhibit are references to Sections, Schedules and Exhibits in or to this Agreement unless otherwise specified; and the term "including" means "including without limitation." 5

(d) All capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Certificate Purchase Agreement. 2. Purchase. (a) The Securitization Company Agent shall offer Interests for sale on each Liquidity Event Date and shall offer to the relevant Liquidity Providers Participation Interests or Ownership Interests for sale on each Liquidity Provider Event Date and Certificate Purchase Event Date by delivery of a notice to that effect (the "Notice of Purchase"). Such Notice of Purchase must be given no later than 12:00 noon (New York City time) on the Business Day of such purchase, shall be sent by telecopier, telex or cable to the Liquidity Agent, the Series Representative and all Liquidity Providers concurrently (with a copy to the Rating Agencies), and shall specify (i) the date of such purchase, (ii) whether a Participation Interest or an Ownership Interest is being purchased, (iii) the Certificate Interest to be purchased (if a Participation Interest is being purchased), (iv) the Purchase Price for such Liquidity Provider payable by such Liquidity Provider on such Purchase Date and (v) the account into which the Purchase Price is to be deposited. On each such Purchase Date for a Liquidity Provider, such Liquidity Provider shall purchase, without recourse to CRC other than as set forth herein, and otherwise on the terms and conditions herein set forth, Participation Interests or Ownership Interests that the Securitization Company Agent, as the agent for CRC, offers for sale. Upon delivery of a Notice of Purchase to any Liquidity Provider on a Purchase Date, prior to 3:45 P.M. (New York City time) on such Purchase Date, each such Liquidity Provider shall pay to the Securitization Company Agent for the account of CRC in immediately available funds in United States dollars, by depositing to the account designated in the Notice of

(d) All capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Certificate Purchase Agreement. 2. Purchase. (a) The Securitization Company Agent shall offer Interests for sale on each Liquidity Event Date and shall offer to the relevant Liquidity Providers Participation Interests or Ownership Interests for sale on each Liquidity Provider Event Date and Certificate Purchase Event Date by delivery of a notice to that effect (the "Notice of Purchase"). Such Notice of Purchase must be given no later than 12:00 noon (New York City time) on the Business Day of such purchase, shall be sent by telecopier, telex or cable to the Liquidity Agent, the Series Representative and all Liquidity Providers concurrently (with a copy to the Rating Agencies), and shall specify (i) the date of such purchase, (ii) whether a Participation Interest or an Ownership Interest is being purchased, (iii) the Certificate Interest to be purchased (if a Participation Interest is being purchased), (iv) the Purchase Price for such Liquidity Provider payable by such Liquidity Provider on such Purchase Date and (v) the account into which the Purchase Price is to be deposited. On each such Purchase Date for a Liquidity Provider, such Liquidity Provider shall purchase, without recourse to CRC other than as set forth herein, and otherwise on the terms and conditions herein set forth, Participation Interests or Ownership Interests that the Securitization Company Agent, as the agent for CRC, offers for sale. Upon delivery of a Notice of Purchase to any Liquidity Provider on a Purchase Date, prior to 3:45 P.M. (New York City time) on such Purchase Date, each such Liquidity Provider shall pay to the Securitization Company Agent for the account of CRC in immediately available funds in United States dollars, by depositing to the account designated in the Notice of Purchase, such Liquidity Provider's Purchase Price. In the event that the Notice of Purchase delivered on a Purchase Date does not contain the Purchase Price, such Liquidity Provider shall nevertheless be obligated to make such purchase as of such Purchase Date, but shall remit the Purchase Price therefore upon notice from the Securitization Company Agent of such Purchase Price. (b) Notwithstanding the foregoing, a Liquidity Provider shall not be obligated to make a purchase under Section 2(a) above if, (i) on the date of such purchase an Insolvency Event shall have occurred with respect to CRC, (ii) after giving effect to such purchase, the aggregate Purchase Price paid by such Liquidity Provider would exceed such Liquidity Provider's Maximum Liquidity Commitment or (iii) to the extent the amount of such purchase is in excess of the Purchase Price for such Liquidity Provider at any time other than when any Liquidity Provider owns a Participation Interest therein. (c) Each Liquidity Provider's obligation hereunder shall be several, such that the failure of any Liquidity Provider to make payment pursuant to subsection (a) above to the Securitization Company Agent in connection with any purchase hereunder shall not relieve any other Liquidity Provider of its obligation hereunder to make payment pursuant to subsection (a) above for any purchase, and if any Liquidity Provider shall fail to purchase or make payment pursuant to subsection (a) above for any purchase hereunder, each remaining Liquidity Provider shall (subject to the provisions of subsection (b) above) purchase a pro rata portion of the 6

Participation Interest or Ownership Interest, as the case may be, that was to be purchased by the defaulting Liquidity Provider. (d) Each Liquidity Provider's Liquidity Commitment shall be irrevocable from the effective date of this Agreement or as set forth in the applicable Assignment, as the case may be, until the earlier of the Purchase Termination Date or the date on which the Liquidity Agent notifies the Liquidity Providers that the Certificate Purchase Agreement has been terminated and all amounts due in respect of the Invested Amount and Interest have been paid in full notwithstanding (i) any determination that the purchase hereunder or the applicable Assignment is void or invalid or (ii) the failure on the part of CRC or any other party to execute such documents or consent to such purchase. (e) The Securitization Company Agent shall determine whether any date is a Purchase Date, and if a Purchase Date shall occur, the Securitization Company Agent, as agent for CRC, shall sell a Participation Interest in a Certificate Interest or Ownership Interest in the Certificate, as the case may be, to the Liquidity Providers in accordance with the provisions of this Agreement. (f) Upon the purchase of an Ownership Interest pursuant to Section 2(a) hereof, the Securitization Company Agent on behalf of CRC shall present the Certificate to the Trustee for transfer to the Liquidity Providers and the

Participation Interest or Ownership Interest, as the case may be, that was to be purchased by the defaulting Liquidity Provider. (d) Each Liquidity Provider's Liquidity Commitment shall be irrevocable from the effective date of this Agreement or as set forth in the applicable Assignment, as the case may be, until the earlier of the Purchase Termination Date or the date on which the Liquidity Agent notifies the Liquidity Providers that the Certificate Purchase Agreement has been terminated and all amounts due in respect of the Invested Amount and Interest have been paid in full notwithstanding (i) any determination that the purchase hereunder or the applicable Assignment is void or invalid or (ii) the failure on the part of CRC or any other party to execute such documents or consent to such purchase. (e) The Securitization Company Agent shall determine whether any date is a Purchase Date, and if a Purchase Date shall occur, the Securitization Company Agent, as agent for CRC, shall sell a Participation Interest in a Certificate Interest or Ownership Interest in the Certificate, as the case may be, to the Liquidity Providers in accordance with the provisions of this Agreement. (f) Upon the purchase of an Ownership Interest pursuant to Section 2(a) hereof, the Securitization Company Agent on behalf of CRC shall present the Certificate to the Trustee for transfer to the Liquidity Providers and the Trustee shall register new Certificates in the names of each applicable Liquidity Provider, reflecting each applicable Liquidity Provider's ownership of its Percentage of the Certificate. In the event the Trustee is unable to deliver new Certificates on the date of any purchase of an Ownership Interest in accordance with this Agreement, then each Liquidity Provider shall be deemed to have purchased a Participation Interest in a Certificate Interest equal to 100% of the Certificate which shall convert to an Ownership Interest on the date the Certificates are delivered to each applicable Liquidity Provider. (g) Each Liquidity Provider hereby covenants and agrees to remit to the Securitization Company Agent, on behalf of CRC, CRC's pro rata share of any payments of Interest paid to and received by such Liquidity Provider in respect of the Invested Amount for any Interest Period during which CRC was the holder of the interest in the Trust represented by the portion of the Invested Amount assigned to such Liquidity Provider. For the purposes of this subsection (i), CRC's pro rata share shall be based upon the number of days during such Interest Period that CRC held the portion of the Invested Amount assigned to such Liquidity Provider. The obligations of each Liquidity Provider under this subsection (i) shall survive the termination of this Agreement as to such Liquidity Provider. (h) Notwithstanding the foregoing, nothing contained in this Agreement shall limit or otherwise restrict the right of CRC to assign and transfer the Certificate or any portion of the Invested Amount to any Person other than a Liquidity Provider at any time other than when any Liquidity Provider owns a Participation Interest therein. 7 3. Participation Interests. (a) Whenever any amount of Invested Amount or Interest is paid to CRC in connection with a Certificate Interest in which a Liquidity Provider has purchased a Participation Interest hereunder, the Securitization Company Agent will promptly pay, or cause to be paid, out of such funds received by it, to each such Liquidity Provider, in United States dollars, its pro rata portion of the principal portion of such amount, up to such Liquidity Provider's unrecovered Purchase Price for such Certificate Interest and such portion of the Interest in respect of such Certificate Interest for any Interest Period during which each such Liquidity Provider was the holder of such Participation Interest (adjusted to reflect the fact that each such Liquidity Provider is entitled to interest only on its respective unrecovered Purchase Price for such Certificate Interest). (b) Upon the purchase by the Liquidity Providers of Participation Interests in Certificate Interests aggregating 100% of the Certificate, such Participation Interests shall be automatically converted to Ownership Interests. Any such conversion shall be evidenced by the delivery of written notice to each Liquidity Provider whose Participation Interests are being converted accompanied by a Certificate reflecting the applicable Liquidity Provider's ownership of its pro rata portion of the Certificate. 4. Fees and Other Amounts. (a) Each Liquidity Provider shall be entitled to receive from the Liquidity Agent, in connection with its Liquidity Commitment until the date of a Purchase of an Ownership Interest hereunder and solely to the extent of funds received by the Liquidity Agent pursuant to the Fee Letter, the fees set forth in that certain fee letter to be executed by such Liquidity Provider and the Liquidity Agent in connection with this

3. Participation Interests. (a) Whenever any amount of Invested Amount or Interest is paid to CRC in connection with a Certificate Interest in which a Liquidity Provider has purchased a Participation Interest hereunder, the Securitization Company Agent will promptly pay, or cause to be paid, out of such funds received by it, to each such Liquidity Provider, in United States dollars, its pro rata portion of the principal portion of such amount, up to such Liquidity Provider's unrecovered Purchase Price for such Certificate Interest and such portion of the Interest in respect of such Certificate Interest for any Interest Period during which each such Liquidity Provider was the holder of such Participation Interest (adjusted to reflect the fact that each such Liquidity Provider is entitled to interest only on its respective unrecovered Purchase Price for such Certificate Interest). (b) Upon the purchase by the Liquidity Providers of Participation Interests in Certificate Interests aggregating 100% of the Certificate, such Participation Interests shall be automatically converted to Ownership Interests. Any such conversion shall be evidenced by the delivery of written notice to each Liquidity Provider whose Participation Interests are being converted accompanied by a Certificate reflecting the applicable Liquidity Provider's ownership of its pro rata portion of the Certificate. 4. Fees and Other Amounts. (a) Each Liquidity Provider shall be entitled to receive from the Liquidity Agent, in connection with its Liquidity Commitment until the date of a Purchase of an Ownership Interest hereunder and solely to the extent of funds received by the Liquidity Agent pursuant to the Fee Letter, the fees set forth in that certain fee letter to be executed by such Liquidity Provider and the Liquidity Agent in connection with this Agreement; provided, however, that failure to receive such fees shall not affect any Liquidity Provider's obligation to purchase Participation Interests and Ownership Interests hereunder. (b) Each Liquidity Provider claiming either increased amounts described in Section 4.4(a) or (b) of the Series 1996-1 Supplement will furnish to the Seller and the Servicer (through the Series Representative) an officer's certificate prepared in good faith setting forth in reasonable detail the basis and amount of each request by such Liquidity Provider therefor. Determinations so made by a Liquidity Provider of any increased amounts referred to in Section 4.4(a) or (b) of the Series 1996-1 Supplement, as the case may be, shall be (i) made without regard to any participations in the Liquidity Commitment sold by such Liquidity Provider and as if such Liquidity Provider held for its own account the amount of the Liquidity Commitment so participated and (ii) conclusive, absent manifest error. (c) If the Liquidity Providers shall obtain any payment or other recovery (whether voluntary, involuntary, by application of set-off or otherwise) on account of any Obligation (other than pursuant to Section 4.4 of the Series 1996-1 Supplement) which is in excess of its pro rata share of the sum of payments then or theretofore obtained by the Liquidity Providers, any such Liquidity Provider shall purchase from the other Liquidity Providers such participations in Obligations held by them as shall be necessary to cause such purchaser to share the excess payment or other recovery ratably with each of them; provided, however, that if all or 8

any portion of the excess payment or other recovery is thereafter recovered from such purchasing Liquidity Provider, the purchase of such participations shall be rescinded and the seller of such participation to such purchaser shall repay to such purchaser the purchase price of such participation to the ratable extent of such recovery together with an amount equal to such Liquidity Provider's ratable share (according to the proportion of the amount of such seller's required repayment to such purchaser to the total amount so recovered from such purchaser) of any interest or other amount payable by such purchaser in respect of the total amount so recovered. (d) Notwithstanding anything to the contrary contained herein, the failure on the part of the Liquidity Agent to pay any amounts due and payable to any Liquidity Provider pursuant to this Section 4 shall not relieve such Liquidity Provider of its obligation to purchase Participation Interests or Ownership Interests pursuant hereto. 5. Representations, Warranties and Covenants. (a) CRC represents that: (i) CRC is a corporation duly incorporated, validly existing and in good standing under the laws of Delaware, and is duly qualified to do business, and is in good standing, in every jurisdiction where the nature of its business

any portion of the excess payment or other recovery is thereafter recovered from such purchasing Liquidity Provider, the purchase of such participations shall be rescinded and the seller of such participation to such purchaser shall repay to such purchaser the purchase price of such participation to the ratable extent of such recovery together with an amount equal to such Liquidity Provider's ratable share (according to the proportion of the amount of such seller's required repayment to such purchaser to the total amount so recovered from such purchaser) of any interest or other amount payable by such purchaser in respect of the total amount so recovered. (d) Notwithstanding anything to the contrary contained herein, the failure on the part of the Liquidity Agent to pay any amounts due and payable to any Liquidity Provider pursuant to this Section 4 shall not relieve such Liquidity Provider of its obligation to purchase Participation Interests or Ownership Interests pursuant hereto. 5. Representations, Warranties and Covenants. (a) CRC represents that: (i) CRC is a corporation duly incorporated, validly existing and in good standing under the laws of Delaware, and is duly qualified to do business, and is in good standing, in every jurisdiction where the nature of its business requires it to be so qualified, except where the failure to so qualify would not have a material adverse effect on its business, condition or operations; (ii) the execution, delivery and performance by CRC of this Agreement and the Certificate Purchase Agreement are within CRC's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (A) CRC's charter or by-laws, (B) any law, rule or regulation applicable to CRC, (C) any contractual restriction binding on or affecting CRC or its property or (D) any order, writ, judgment, award, injunction or decree binding on or affecting CRC or its property; (iii) there is no pending or threatened action or proceeding affecting CRC before any court, governmental agency or arbitrator which may materially adversely affect the financial condition or operations of CRC or the ability of CRC to perform its obligations under this Agreement and the Certificate Purchase Agreement, or which purports to affect the legality, validity or enforceability of this Agreement and the Certificate Purchase Agreement; (iv) no consent of any other person (including, without limitation, stockholders or creditors of CRC), and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with any governmental authority, is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement and the Certificate Purchase Agreement by or against CRC; 9

(v) this Agreement and the Certificate Purchase Agreement have been duly executed and delivered on behalf of CRC; and (vi) each of this Agreement and the Certificate Purchase Agreement constitutes a legal, valid and binding obligation of CRC enforceable against CRC in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally or by general principles of equity. (b) Each Liquidity Provider represents that: (i) is a corporation or bank duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization; (ii) the execution, delivery and performance by it of this Agreement are within its corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (A) its charter, by-laws, or other organizational documents, or (B) any law, rule or regulation applicable to it; (iii) no consent, license, permit, approval or authorization of, or registration, filing or declaration with any governmental authority, is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement by or against it;

(v) this Agreement and the Certificate Purchase Agreement have been duly executed and delivered on behalf of CRC; and (vi) each of this Agreement and the Certificate Purchase Agreement constitutes a legal, valid and binding obligation of CRC enforceable against CRC in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally or by general principles of equity. (b) Each Liquidity Provider represents that: (i) is a corporation or bank duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization; (ii) the execution, delivery and performance by it of this Agreement are within its corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (A) its charter, by-laws, or other organizational documents, or (B) any law, rule or regulation applicable to it; (iii) no consent, license, permit, approval or authorization of, or registration, filing or declaration with any governmental authority, is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement by or against it; (iv) this Agreement has been duly executed and delivered by it; (v) this Agreement constitutes its legal, valid and binding obligation enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally or by general principles of equity; (vi) there is no pending or threatened action or proceeding against it before any court, governmental agency or arbitrator which relates to this Agreement, or which purports to affect the legality, validity or enforceability of this Agreement; (vii) it is a "qualified institutional buyer" as defined in Rule 144A of the Act; and (viii) when it purchases an Ownership Interest pursuant to this Agreement, such Ownership Interest will be acquired for investment only and not with a view to any public distribution thereof, and such Liquidity Provider will not sell or otherwise dispose of the Certificate so acquired by it in violation of any of the registration 10

requirements of the Act or any applicable state or other securities law. Each Liquidity Provider acknowledges that it has no right to require the Seller to register under the Act or any other securities law any Certificate acquired by it pursuant to this Agreement. (c) CRC covenants and agrees that at all times during which it shall hold the Certificate all amounts paid to CRC in respect of the Certificate shall be held by CRC and applied solely to the payment of maturing Notes and the fees and other amounts payable under Sections 3 and 4 hereof. (d) None of the Liquidity Agent, the Securitization Company Agent, the Trustee or CRC makes any representation or warranty or assumes any responsibility with respect to: (i) any statements, warranties or representations made in or in connection with the Certificate Purchase Agreement or, except as specified in Section 5(a)(vi) hereof, the execution, legality, validity, enforceability, genuineness or sufficiency of the Certificate Purchase Agreement or any instrument or document furnished pursuant thereto; (ii) the value or collectibility of any Receivable;

requirements of the Act or any applicable state or other securities law. Each Liquidity Provider acknowledges that it has no right to require the Seller to register under the Act or any other securities law any Certificate acquired by it pursuant to this Agreement. (c) CRC covenants and agrees that at all times during which it shall hold the Certificate all amounts paid to CRC in respect of the Certificate shall be held by CRC and applied solely to the payment of maturing Notes and the fees and other amounts payable under Sections 3 and 4 hereof. (d) None of the Liquidity Agent, the Securitization Company Agent, the Trustee or CRC makes any representation or warranty or assumes any responsibility with respect to: (i) any statements, warranties or representations made in or in connection with the Certificate Purchase Agreement or, except as specified in Section 5(a)(vi) hereof, the execution, legality, validity, enforceability, genuineness or sufficiency of the Certificate Purchase Agreement or any instrument or document furnished pursuant thereto; (ii) the value or collectibility of any Receivable; (iii) the financial condition of the Seller or the ability of the Seller to perform its obligations under, or the performance or observance by the Seller of any of its obligations under, the Certificate Purchase Agreement, the Pooling and Servicing Agreement or any instrument or document furnished pursuant thereto; or (iv) the financial condition of the Servicer or the ability of the Servicer to perform its obligations under, or the performance or observance by the Servicer of any of its obligations under, the Certificate Purchase Agreement, the Pooling and Servicing Agreement or any instrument or document furnished pursuant thereto. (v) the financial condition of the Originator or the ability of the Originator to perform its obligations under, or the performance or observance by the Originator of any of its obligations under, the Purchase Agreement or any instrument or document furnished pursuant thereto. Each of the Securitization Company Agent and CRC severally represent to each Liquidity Provider, however, that the Certificate in which Participation Interests or Ownership Interests are sold to each Liquidity Provider hereunder pursuant to Section 2 is, at the time of sale, free and clear of any adverse claims created by or arising solely as a result of claims against the Securitization Company Agent or CRC, as the case may be. 11

(e) Each Liquidity Provider confirms that such Liquidity Provider has received such documents and information as such Liquidity Provider has deemed appropriate to make its own credit analysis and decision, independently and without reliance on the Liquidity Agent, the Trustee, the Securitization Company Agent or CRC, to enter into this Agreement and will, independently and without reliance on the Liquidity Agent, the Trustee, the Securitization Company Agent or CRC and based on such documents and information as such Liquidity Provider shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action hereunder. The Trustee or the Securitization Company Agent, as the case may be, will furnish to each Liquidity Provider upon its reasonable request copies of any financial or other documents that the Trustee or the Securitization Company Agent, as the case may be, receives from time to time under the Certificate Purchase Agreement, but neither the Trustee nor the Securitization Company Agent, as the case may be, assumes any responsibility for the authenticity, validity, accuracy or completeness thereof. (f) Each Liquidity Provider that is a "United States person" as defined in section 7701(a)(30) of the Internal Revenue Code of 1986, as amended, shall deliver to the Liquidity Agent on the date hereof two duly completed Forms W-9, or a successor applicable form. When such Form W-9 expires or becomes obsolete or inaccurate in any respect or after an event requiring a change in the most recent form previously delivered to the Liquidity Agent, a substitute Form W-9, or successor applicable form, shall be delivered to the Liquidity Agent. Each Liquidity Provider that is organized outside of the United States shall deliver to the Liquidity Agent on the date hereof (or, in the case of an assignee, on the date of the assignment) and from time to time as required for renewal under applicable law (i) a United States Internal Revenue Service Form W-8 or W-9 and (ii) two duly

(e) Each Liquidity Provider confirms that such Liquidity Provider has received such documents and information as such Liquidity Provider has deemed appropriate to make its own credit analysis and decision, independently and without reliance on the Liquidity Agent, the Trustee, the Securitization Company Agent or CRC, to enter into this Agreement and will, independently and without reliance on the Liquidity Agent, the Trustee, the Securitization Company Agent or CRC and based on such documents and information as such Liquidity Provider shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action hereunder. The Trustee or the Securitization Company Agent, as the case may be, will furnish to each Liquidity Provider upon its reasonable request copies of any financial or other documents that the Trustee or the Securitization Company Agent, as the case may be, receives from time to time under the Certificate Purchase Agreement, but neither the Trustee nor the Securitization Company Agent, as the case may be, assumes any responsibility for the authenticity, validity, accuracy or completeness thereof. (f) Each Liquidity Provider that is a "United States person" as defined in section 7701(a)(30) of the Internal Revenue Code of 1986, as amended, shall deliver to the Liquidity Agent on the date hereof two duly completed Forms W-9, or a successor applicable form. When such Form W-9 expires or becomes obsolete or inaccurate in any respect or after an event requiring a change in the most recent form previously delivered to the Liquidity Agent, a substitute Form W-9, or successor applicable form, shall be delivered to the Liquidity Agent. Each Liquidity Provider that is organized outside of the United States shall deliver to the Liquidity Agent on the date hereof (or, in the case of an assignee, on the date of the assignment) and from time to time as required for renewal under applicable law (i) a United States Internal Revenue Service Form W-8 or W-9 and (ii) two duly completed copies of United States Internal Revenue Service Form 1001 or 4224 (or any successor or additional forms), as appropriate, establishing in each case that such Liquidity Provider is entitled to receive payments under this Agreement without any deduction or withholding of any United States federal income taxes. The Liquidity Agent shall be entitled to rely on such forms in their possession until receipt of any revised or successor form pursuant to this Section 5(f). Each Liquidity Provider shall deliver to the Liquidity Agent, with respect to taxes imposed by any United States state or local governmental authority, if requested, similar forms, if available (or the information that would be contained in similar forms if such forms were available) to the forms which are required to be provided under this subsection with respect to taxes of the United States. The preceding sentence shall apply only if the Liquidity Provider is eligible for exemption from any such state or local taxes. If a Liquidity Provider fails to provide a certificate, document or other evidence required pursuant to this Section 5(f), then the Liquidity Agent shall be entitled to deduct or withhold on payments to such Liquidity Provider as a result of such failure, as required by law. 6. Liability and Indemnification of the Series Representative. The Series Representative shall not be liable to any Liquidity Provider in connection with (i) the administration of the Certificate Purchase Agreement or (ii) the Series 1996-1 Supplement, in either case except for its own gross negligence or willful misconduct. Without limiting the foregoing, the Series Representative: 12

(i) may consult with legal counsel (including counsel for the Seller or Servicer), independent public accountants or other experts and shall not be liable for any action taken or omitted to be taken in good faith in accordance with the advice of such counsel, accountants or other experts; (ii) shall not be responsible for the performance or observance by the Liquidity Agent, the Securitization Company Agent, the Seller or the Servicer of any of the terms, covenants or conditions of any of the Transaction Documents or any instrument or document furnished pursuant thereto; (iii) shall incur no liability by acting upon any notice, consent, certificate or other instrument or writing believed to be genuine and signed or sent by the proper party; and (iv) shall not be deemed to be acting as any Liquidity Provider's trustee or otherwise in a fiduciary capacity hereunder or under or in connection with any documents related hereto. 7. Liability and Indemnification of the Securitization Company Agent. The Securitization Company Agent shall not be liable to the Liquidity Agent and any Liquidity Provider in connection with (i) the administration of the Certificate Purchase Agreement or (ii) the Series 1996-1

(i) may consult with legal counsel (including counsel for the Seller or Servicer), independent public accountants or other experts and shall not be liable for any action taken or omitted to be taken in good faith in accordance with the advice of such counsel, accountants or other experts; (ii) shall not be responsible for the performance or observance by the Liquidity Agent, the Securitization Company Agent, the Seller or the Servicer of any of the terms, covenants or conditions of any of the Transaction Documents or any instrument or document furnished pursuant thereto; (iii) shall incur no liability by acting upon any notice, consent, certificate or other instrument or writing believed to be genuine and signed or sent by the proper party; and (iv) shall not be deemed to be acting as any Liquidity Provider's trustee or otherwise in a fiduciary capacity hereunder or under or in connection with any documents related hereto. 7. Liability and Indemnification of the Securitization Company Agent. The Securitization Company Agent shall not be liable to the Liquidity Agent and any Liquidity Provider in connection with (i) the administration of the Certificate Purchase Agreement or (ii) the Series 1996-1 Supplement, in either case except for its own gross negligence or willful misconduct. Without limiting the foregoing, the Securitization Company Agent: (i) may consult with legal counsel (including counsel for the Seller or Servicer), independent public accountants or other experts and shall not be liable for any action taken or omitted to be taken in good faith in accordance with the advice of such counsel, accountants or other experts; (ii) shall not be responsible for the performance or observance by the Liquidity Agent, the Series Representative, the Seller or the Servicer of any of the terms, covenants or conditions of any of the Transaction Documents or any instrument or document furnished pursuant thereto; (iii) shall incur no liability by acting upon any notice, consent, certificate or other instrument or writing believed to be genuine and signed or sent by the proper party; and (iv) shall not be deemed to be acting as any Liquidity Provider's trustee or otherwise in a fiduciary capacity hereunder or under or in connection with any documents related hereto. 13 8. Liability and Indemnification of the Liquidity Agent. (a) The Liquidity Agent shall not be liable to any Liquidity Provider in connection with this Agreement or any purchases hereunder, except for its own gross negligence or willful misconduct. Without limiting the foregoing, the Liquidity Agent: (i) may consult with legal counsel (including counsel for the Seller or Servicer), independent public accountants or other experts and shall not be liable for any action taken or omitted to be taken in good faith in accordance with the advice of such counsel, accountants or other experts; (ii) shall not be responsible for the performance or observance by the Securitization Company Agent, the Series Representative, the Seller or the Servicer of any of the terms, covenants or conditions of any of the Transaction Documents or any instrument or document furnished pursuant thereto; (iii) shall incur no liability by acting upon any notice, consent, certificate or other instrument or writing believed to be genuine and signed or sent by the proper party; and (iv) shall not be deemed to be acting as any Liquidity Provider's trustee or otherwise in a fiduciary capacity hereunder. (b) The Liquidity Providers agree to indemnify the Liquidity Agent ratably according to their respective Percentages, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time be imposed on, incurred by or asserted against the Liquidity Agent in any way relating to or arising out of this Agreement or any

8. Liability and Indemnification of the Liquidity Agent. (a) The Liquidity Agent shall not be liable to any Liquidity Provider in connection with this Agreement or any purchases hereunder, except for its own gross negligence or willful misconduct. Without limiting the foregoing, the Liquidity Agent: (i) may consult with legal counsel (including counsel for the Seller or Servicer), independent public accountants or other experts and shall not be liable for any action taken or omitted to be taken in good faith in accordance with the advice of such counsel, accountants or other experts; (ii) shall not be responsible for the performance or observance by the Securitization Company Agent, the Series Representative, the Seller or the Servicer of any of the terms, covenants or conditions of any of the Transaction Documents or any instrument or document furnished pursuant thereto; (iii) shall incur no liability by acting upon any notice, consent, certificate or other instrument or writing believed to be genuine and signed or sent by the proper party; and (iv) shall not be deemed to be acting as any Liquidity Provider's trustee or otherwise in a fiduciary capacity hereunder. (b) The Liquidity Providers agree to indemnify the Liquidity Agent ratably according to their respective Percentages, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time be imposed on, incurred by or asserted against the Liquidity Agent in any way relating to or arising out of this Agreement or any documents contemplated by or referred to herein or the transactions contemplated hereby or any action taken or omitted by the Liquidity Agent under or in connection with any of the foregoing; provided that no Liquidity Provider shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Liquidity Agent's gross negligence or willful misconduct. The agreements in this subsection shall survive the payment of all amounts payable hereunder. (c) Resignation and Replacement of Liquidity Agent. Subject to the proviso hereof, The Liquidity Agent may resign at any time by giving ten days' prior written notice thereof to the Liquidity Providers, the Securitization Company Agent and CRC and may be removed at any time with cause by the Majority Liquidity Providers upon ten days' prior written notice thereof to the Liquidity Agent, the Securitization Company Agent and CRC; provided, that (i) such resignation or removal shall become effective upon the acceptance of appointment by a successor Liquidity Agent acceptable to the Securitization Company Agent as set forth below and (ii) in the case of any such resignation or removal, the Majority Liquidity Providers shall have the right to appoint a successor Liquidity Agent, which shall be an Eligible Institution, 14 provided that the Securitization Company Agent shall have the right to approve the successor Liquidity Agent, such approval not to be unreasonably withheld. If no successor Liquidity Agent shall have been so appointed by the Majority Liquidity Providers and approved by the Securitization Company Agent, and shall have accepted such appointment, within 30 days after the retiring Liquidity Agent's giving of notice of resignation or the Majority Liquidity Providers' removal of the retiring Liquidity Agent, then the retiring Liquidity Agent may, on behalf of the Liquidity Providers, appoint a successor Liquidity Agent, which shall be an Eligible Institution, provided that the Securitization Company Agent shall have the right to approve such successor Liquidity Agent, such approval not to be unreasonably withheld. Upon the acceptance of any appointment as Liquidity Agent hereunder by a successor Liquidity Agent, such successor Liquidity Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Liquidity Agent, and the retiring Liquidity Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Liquidity Agent's resignation or removal hereunder as Liquidity Agent, the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Liquidity Agent under this Agreement. 9. Assignability. (a) A Person shall become a party hereto and shall become a Liquidity Provider hereunder upon satisfaction of the conditions set forth in this Section 9 and the occurrence of the effective date of such Liquidity Provider's Liquidity Commitment (as set forth in such Assignment). (b) Each Liquidity Provider may assign to any Permitted Assignee all or a portion of its rights and obligations

provided that the Securitization Company Agent shall have the right to approve the successor Liquidity Agent, such approval not to be unreasonably withheld. If no successor Liquidity Agent shall have been so appointed by the Majority Liquidity Providers and approved by the Securitization Company Agent, and shall have accepted such appointment, within 30 days after the retiring Liquidity Agent's giving of notice of resignation or the Majority Liquidity Providers' removal of the retiring Liquidity Agent, then the retiring Liquidity Agent may, on behalf of the Liquidity Providers, appoint a successor Liquidity Agent, which shall be an Eligible Institution, provided that the Securitization Company Agent shall have the right to approve such successor Liquidity Agent, such approval not to be unreasonably withheld. Upon the acceptance of any appointment as Liquidity Agent hereunder by a successor Liquidity Agent, such successor Liquidity Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Liquidity Agent, and the retiring Liquidity Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Liquidity Agent's resignation or removal hereunder as Liquidity Agent, the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Liquidity Agent under this Agreement. 9. Assignability. (a) A Person shall become a party hereto and shall become a Liquidity Provider hereunder upon satisfaction of the conditions set forth in this Section 9 and the occurrence of the effective date of such Liquidity Provider's Liquidity Commitment (as set forth in such Assignment). (b) Each Liquidity Provider may assign to any Permitted Assignee all or a portion of its rights and obligations under this Agreement; provided, however, that in the case of any assignment other than an assignment pursuant to Section 2(c) hereof: (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (ii) the amount being assigned pursuant to each assignment shall in no event be less than $5,000,000, (iii) the parties to each such assignment shall execute and deliver to the Liquidity Agent and the Securitization Company Agent, an Assignment in the form of Exhibit A attached hereto, and (iv) the assignee shall deliver to the Liquidity Agent and the Securitization Company Agent at least five days prior to the effective date specified in the Assignment (A) an opinion of counsel for such assignee, addressed to the Liquidity Agent and the Securitization Company Agent, CRC and each Rating Agency, in form and substance reasonably satisfactory to the Liquidity Agent and the Securitization Company Agent and such addressees (and the Liquidity Agent and the Securitization Company Agent shall promptly deliver copies of the same to each of such addressees), (B) the 15

information and financial statements regarding such assignee requested by the Liquidity Agent and the Securitization Company Agent and (C) the documents specified in Section 5(f) hereof. Upon such execution and delivery, from and after the effective date specified in the Assignment, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to this Agreement, have the rights and obligations of a Liquidity Provider hereunder and (y) the Liquidity Provider which is the assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to this Agreement, relinquish its rights (other than the right to receive payments which accrued in favor of such Liquidity Provider pursuant to Sections 3 and 4 hereof prior to such assignment) and be released from its obligations under this Agreement, except for the obligations in Section 12(i) hereof. (c) Upon receipt by the Liquidity Agent and the Securitization Company Agent of an Assignment executed by an assigning Liquidity Provider and by an assignee who is a Permitted Assignee and the satisfaction of the other conditions set forth in this Section 9, the Liquidity Agent and the Securitization Company Agent shall accept such Assignment and give prompt notice thereof to CRC. 10. Amendments, Waivers and Other Actions by the Series Representative and the Liquidity Agent. The Series Representative and the Liquidity Agent reserve the right (subject to the next sentence), to exercise any rights and remedies available to the Series Representative and the

information and financial statements regarding such assignee requested by the Liquidity Agent and the Securitization Company Agent and (C) the documents specified in Section 5(f) hereof. Upon such execution and delivery, from and after the effective date specified in the Assignment, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to this Agreement, have the rights and obligations of a Liquidity Provider hereunder and (y) the Liquidity Provider which is the assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to this Agreement, relinquish its rights (other than the right to receive payments which accrued in favor of such Liquidity Provider pursuant to Sections 3 and 4 hereof prior to such assignment) and be released from its obligations under this Agreement, except for the obligations in Section 12(i) hereof. (c) Upon receipt by the Liquidity Agent and the Securitization Company Agent of an Assignment executed by an assigning Liquidity Provider and by an assignee who is a Permitted Assignee and the satisfaction of the other conditions set forth in this Section 9, the Liquidity Agent and the Securitization Company Agent shall accept such Assignment and give prompt notice thereof to CRC. 10. Amendments, Waivers and Other Actions by the Series Representative and the Liquidity Agent. The Series Representative and the Liquidity Agent reserve the right (subject to the next sentence), to exercise any rights and remedies available to the Series Representative and the Liquidity Agent under the Transaction Documents or pursuant to applicable law, and also to agree to any amendment, modification or waiver of any Transaction Document or any action by any party to any Transaction Document, to the extent such Transaction Documents provide for, or require, the Series Representative's agreement or consent (in its capacity as the Series Representative) or the Liquidity Agent's agreement or consent (in its capacity as Liquidity Agent) to such amendment, modification, waiver or action. Notwithstanding the foregoing, the Series Representative and the Liquidity Agent agree for the benefit of the Liquidity Providers that they shall not, subject to the terms of the applicable Transaction Document, without the prior written consent of each of the Liquidity Providers, (i) reduce the amount of Interest that is payable on account of the Certificate or extend the dates on which such interest is payable, or (ii) reduce any fees payable to the Series Representative or CRC which relate to payments to Liquidity Providers or extend the dates on which such fees are payable, or (iii) increase the dollar amount of any Liquidity Provider's Liquidity Commitment, or 16

(iv) modify any interest protection or indemnity provision in the Certificate Purchase Agreement which expressly inures to the Liquidity Providers, or (v) modify the definitions of Dilution Ratio and/or Dilution Reserve. (vi) consent to the initial Purchase of Receivables from Canadian Sellers pursuant to Section 3.01(b) of the Purchase Agreement. Furthermore, notwithstanding the foregoing, the Series Representative agrees for the benefit of the Liquidity Providers that it shall not, subject to the terms of the applicable Transaction Document, without the prior written consent of the Majority Liquidity Providers (x) modify the following definitions: Average Default Ratio, Bank Rate, Certificate Rate, Commingling Reserve, Default Ratio, Defaulted Receivable, Diluted Receivable, Dilution Horizon Ratio, Dilution Volatility Ratio, Floating Allocation Percentage, Loss and Dilution Percentage, Loss and Dilution Reserve, Loss Horizon Ratio, Loss Reserve Percentage, Margin, Minimum Balance, Servicing Fee Reserve, Stated Amount, Yield Amount and Yield Reserve or (y) deliver a Termination Notice pursuant to Section 10.01 of the Pooling and Servicing Agreement in the event of a Servicer Default under Section 10.01(v) thereunder. 11. Purchase Termination Date; Extension of Purchase Termination

(iv) modify any interest protection or indemnity provision in the Certificate Purchase Agreement which expressly inures to the Liquidity Providers, or (v) modify the definitions of Dilution Ratio and/or Dilution Reserve. (vi) consent to the initial Purchase of Receivables from Canadian Sellers pursuant to Section 3.01(b) of the Purchase Agreement. Furthermore, notwithstanding the foregoing, the Series Representative agrees for the benefit of the Liquidity Providers that it shall not, subject to the terms of the applicable Transaction Document, without the prior written consent of the Majority Liquidity Providers (x) modify the following definitions: Average Default Ratio, Bank Rate, Certificate Rate, Commingling Reserve, Default Ratio, Defaulted Receivable, Diluted Receivable, Dilution Horizon Ratio, Dilution Volatility Ratio, Floating Allocation Percentage, Loss and Dilution Percentage, Loss and Dilution Reserve, Loss Horizon Ratio, Loss Reserve Percentage, Margin, Minimum Balance, Servicing Fee Reserve, Stated Amount, Yield Amount and Yield Reserve or (y) deliver a Termination Notice pursuant to Section 10.01 of the Pooling and Servicing Agreement in the event of a Servicer Default under Section 10.01(v) thereunder. 11. Purchase Termination Date; Extension of Purchase Termination Date. (a) Each Liquidity Provider's Liquidity Commitment under this Agreement shall expire at the close of business on the date which is 364 days after the date hereof or the date set forth in the applicable Assignment (such date or any extension of such date pursuant to this Section 11 being the "Purchase Termination Date"); provided, however, if CRC desires the Purchase Termination Date to be extended, it shall so notify the Securitization Company Agent and the Liquidity Agent in writing as least 90 days prior to the Purchase Termination Date then in effect. The Liquidity Agent shall promptly forward copies of such notice to each such Liquidity Provider. Each Liquidity Provider may, in its sole discretion, by written notice to the Liquidity Agent and the Securitization Company Agent on or before the date specified in such notice (which date shall be no less than 60 days prior to the Purchase Termination Date), offer to extend such Purchase Termination Date for the specified period or decline to extend such Purchase Termination Date. If any Liquidity Provider shall not notify the Securitization Company Agent and the Liquidity Agent of the action it wishes to take prior to the date specified in such notice, it shall be deemed to have declined to extend such Purchase Termination Date. If any Liquidity Provider shall have offered to extend the Purchase Termination Date, then the Purchase Termination Date shall be so extended. (b) If a Liquidity Provider declines, or is deemed to decline, to extend the Purchase Termination Date and such Liquidity Provider's rights and obligations hereunder have not been assigned to a Permitted Assignee pursuant to Section 9 hereof or such Liquidity Provider has not purchased an Ownership Interest or Participation Interest pursuant to Section 2(a) on or before such Liquidity Provider's Purchase Termination Date, the Liquidity Agent shall notify each Rating Agency and with the consent of all Liquidity Providers or each affected 17

Liquidity Provider, as the case may be, proportionately increase each such Liquidity Provider's Maximum Liquidity Commitment. 12. Miscellaneous. (a) Amendments, Etc. No amendment or waiver of any provision of this Agreement, nor consent to any departure by CRC therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Liquidity Providers and CRC, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Liquidity Providers and CRC, amend Sections 2(d), 3 or 4 hereof or amend the formula for calculating the Purchase Price set forth in the definition thereof; and provided, further, that no amendment, waiver or consent shall affect the rights or duties of the Securitization Company Agent, the Series Representative or the Liquidity Agent, as the case may be under this Agreement unless the same is in writing and signed by the Securitization Company Agent, the Series Representative or the Liquidity Agent, as the case may be in addition to the other parties required above to take such action. CRC shall provide each Rating Agency with a copy of each amendment, waiver or consent to this Agreement.

Liquidity Provider, as the case may be, proportionately increase each such Liquidity Provider's Maximum Liquidity Commitment. 12. Miscellaneous. (a) Amendments, Etc. No amendment or waiver of any provision of this Agreement, nor consent to any departure by CRC therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Liquidity Providers and CRC, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Liquidity Providers and CRC, amend Sections 2(d), 3 or 4 hereof or amend the formula for calculating the Purchase Price set forth in the definition thereof; and provided, further, that no amendment, waiver or consent shall affect the rights or duties of the Securitization Company Agent, the Series Representative or the Liquidity Agent, as the case may be under this Agreement unless the same is in writing and signed by the Securitization Company Agent, the Series Representative or the Liquidity Agent, as the case may be in addition to the other parties required above to take such action. CRC shall provide each Rating Agency with a copy of each amendment, waiver or consent to this Agreement. (b) Notices, Etc. All Notices provided for hereunder shall, unless otherwise stated herein, be in writing and shall be deemed to have been duly given if personally delivered at, mailed by registered mail, return receipt requested, or sent by facsimile transmission: (i) in the case of the Liquidity Agent, to Banque Paribas, New York Branch 787 Seventh Avenue New York, New York 10019 Attention: Ms. Helene E. Penido Facsimile No.: 212-841-2275 (ii) in the case of CRC, to Corporate Receivables Corporation 450 Mamaroneck Avenue Harrison, New York 10528 Attention: Jorge Ferreira Facsimile No.: (914) 899-7890; 18

(iii) in the case of the Trustee, to Norwest Bank Colorado, National Association 1740 Broadway Denver, Colorado 80274-8693 Attention: Corporate Trust Facsimile No.: 303-863-5645 (iv) in the case of the Securitization Company Agent, to Citicorp North America, Inc. 399 Park Avenue New York, New York 10043 Attention: Vice President - U.S. Securitization Facsimile No.: (212) 758-7245; and (v) in the case of any Liquidity Provider, at its address specified in the Assignment pursuant to which it became a Liquidity Provider; and (vi) as to each party, at such other address or facsimile number as shall be designated by such party in a written notice to each other party. (c) Costs and Expenses of the Liquidity Agent. Each Liquidity Provider will on demand reimburse the Liquidity Agent its Percentage of any and all reasonable costs and expenses (including, without limitation, reasonable fees and disbursements of counsel), which may be incurred by the Liquidity Agent in connection with administering or enforcing rights under this Agreement. (d) Compensation of CRC. The Liquidity Agent will pay the fees to CRC set forth in the fee letter between the Liquidity Agent and the Securitization Company Agent dated as of the date hereof. (e) Liquidity Agent, Securitization Company Agent, the Trustee and

(iii) in the case of the Trustee, to Norwest Bank Colorado, National Association 1740 Broadway Denver, Colorado 80274-8693 Attention: Corporate Trust Facsimile No.: 303-863-5645 (iv) in the case of the Securitization Company Agent, to Citicorp North America, Inc. 399 Park Avenue New York, New York 10043 Attention: Vice President - U.S. Securitization Facsimile No.: (212) 758-7245; and (v) in the case of any Liquidity Provider, at its address specified in the Assignment pursuant to which it became a Liquidity Provider; and (vi) as to each party, at such other address or facsimile number as shall be designated by such party in a written notice to each other party. (c) Costs and Expenses of the Liquidity Agent. Each Liquidity Provider will on demand reimburse the Liquidity Agent its Percentage of any and all reasonable costs and expenses (including, without limitation, reasonable fees and disbursements of counsel), which may be incurred by the Liquidity Agent in connection with administering or enforcing rights under this Agreement. (d) Compensation of CRC. The Liquidity Agent will pay the fees to CRC set forth in the fee letter between the Liquidity Agent and the Securitization Company Agent dated as of the date hereof. (e) Liquidity Agent, Securitization Company Agent, the Trustee and their Affiliates. (i) The Liquidity Agent, the Securitization Company Agent, the Trustee and their respective Affiliates may accept deposits from, lend money or otherwise extend credit to, act as trustee under indentures of, and generally engage in any kind of business with, CRC, the Seller, the Servicer and any Affiliate of CRC, the Seller or the Servicer and any Person who may do business with or own securities of CRC, the Seller, the Servicer or any Affiliate of CRC, the Seller or the Servicer, all as though this Agreement had not been entered into and without any duty to account therefor to any Liquidity Provider. (ii) Each Liquidity Provider acknowledges that Citicorp North America, Inc. acts (i) as administrator and agent for CRC and in such capacity acts and may 19

continue to act on behalf of CRC in connection with CRC's business and (ii) as the agent for CRC and the other Series 1996-1 Certificateholders under the Series 1996-1 Supplement. Banque Paribas, New York Branch in its capacity as the Liquidity Agent shall not, by virtue of its acting in any such other capacities be deemed to have duties or responsibilities hereunder or be held to a standard of care in connection with the performance of its duties as the Liquidity Agent other than as expressly provided in this Agreement. Banque Paribas, New York Branch may act as the Liquidity Agent without regard to and without additional duties or liabilities arising from its role as administrator or agent or arising from its acting in any other capacity. (f) Binding Effect. This Agreement shall become effective when it shall have been executed and delivered by each of the parties hereto and thereafter shall be binding upon and inure to the benefit of CRC, the Agent, the Series Representative, the Liquidity Agent and each Liquidity Provider and their respective successors and assigns. (g) Taxes. Any taxes due and payable on any payments to be made to any Liquidity Provider hereunder shall be such Liquidity Provider's sole responsibility. Each Liquidity Provider warrants that it is not subject to any taxes, charges, levies or withholdings with respect to payments under this Agreement that are imposed by means of withholding by any applicable taxing authority ("Withholding Tax"). Each Liquidity Provider agrees to provide the Securitization Company Agent, from time to time upon the Securitization Company Agent's request, completed and signed copies of any documents that may be required by an applicable taxing authority to certify such Liquidity Provider's exemption from Withholding Tax with respect to payments to be made to such Liquidity

continue to act on behalf of CRC in connection with CRC's business and (ii) as the agent for CRC and the other Series 1996-1 Certificateholders under the Series 1996-1 Supplement. Banque Paribas, New York Branch in its capacity as the Liquidity Agent shall not, by virtue of its acting in any such other capacities be deemed to have duties or responsibilities hereunder or be held to a standard of care in connection with the performance of its duties as the Liquidity Agent other than as expressly provided in this Agreement. Banque Paribas, New York Branch may act as the Liquidity Agent without regard to and without additional duties or liabilities arising from its role as administrator or agent or arising from its acting in any other capacity. (f) Binding Effect. This Agreement shall become effective when it shall have been executed and delivered by each of the parties hereto and thereafter shall be binding upon and inure to the benefit of CRC, the Agent, the Series Representative, the Liquidity Agent and each Liquidity Provider and their respective successors and assigns. (g) Taxes. Any taxes due and payable on any payments to be made to any Liquidity Provider hereunder shall be such Liquidity Provider's sole responsibility. Each Liquidity Provider warrants that it is not subject to any taxes, charges, levies or withholdings with respect to payments under this Agreement that are imposed by means of withholding by any applicable taxing authority ("Withholding Tax"). Each Liquidity Provider agrees to provide the Securitization Company Agent, from time to time upon the Securitization Company Agent's request, completed and signed copies of any documents that may be required by an applicable taxing authority to certify such Liquidity Provider's exemption from Withholding Tax with respect to payments to be made to such Liquidity Provider under this Agreement; and each Liquidity Provider agrees to hold the Securitization Company Agent harmless from any Withholding Tax imposed due to such Liquidity Provider's failure to establish that it is not subject to Withholding Tax. (h) Distributions. Notwithstanding any other provision to the contrary contained herein, CRC's obligations hereunder to pay fees, interest and other amounts pursuant to Sections 4 and 12(d) or distributions pursuant to Section 3 shall be payable by CRC solely from funds paid to CRC under and pursuant to the Certificate Purchase Agreement or the Series 1996-1 Supplement. Any amount which CRC does not pay pursuant to the operation of the preceding sentence shall not constitute a claim as defined in Section 101(5) of the Bankruptcy Code against CRC for any such insufficiency. (i) No Proceedings. Each Liquidity Provider, the Series Representative and the Liquidity Agent hereby agrees that it shall not institute against, or join any other person in instituting against, CRC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law, for one year and a day after the latest maturing Note issued by CRC is paid. This Section 12(i) shall survive termination of this Agreement. 20 (j) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF). (k) Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by telecopier shall be effective as delivery of a manually executed counterpart of this Agreement. (l) WAIVER OF JURY TRIAL. EACH OF CRC, THE LIQUIDITY AGENT, THE SECURITIZATION COMPANY AGENT AND EACH LIQUIDITY PROVIDER HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PURCHASES OR THE ACTIONS OF ANY LIQUIDITY PROVIDER IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF. (m) Waiver of Setoff. All payments hereunder by any Liquidity Provider to CRC shall be made without setoff, counterclaim or other defense and each Liquidity Provider hereby waives any and all of its rights to assert any right of setoff, counterclaim or other defense to the making of a payment due hereunder to CRC.

(j) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF). (k) Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by telecopier shall be effective as delivery of a manually executed counterpart of this Agreement. (l) WAIVER OF JURY TRIAL. EACH OF CRC, THE LIQUIDITY AGENT, THE SECURITIZATION COMPANY AGENT AND EACH LIQUIDITY PROVIDER HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PURCHASES OR THE ACTIONS OF ANY LIQUIDITY PROVIDER IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF. (m) Waiver of Setoff. All payments hereunder by any Liquidity Provider to CRC shall be made without setoff, counterclaim or other defense and each Liquidity Provider hereby waives any and all of its rights to assert any right of setoff, counterclaim or other defense to the making of a payment due hereunder to CRC. [Signature Pages to Follow] 21

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.
LIQUIDITY AGENT: BANQUE PARIBAS, NEW YORK BRANCH

By: /s/ Bruce Altman ____________________________ Name: Bruce Altman Title: Group Vice President

By: /s/ Victor S. Brown ____________________________ Name: Victor S. Brown Title: Assistant Vice President

SECURITIZATION COMPANY AGENT:

CITICORP NORTH AMERICA, INC.

By: /s/ David Duncan ___________________________ Name: David Duncan Title: Vice President

TRUSTEE:

NORWEST BANK COLORADO, NATIONAL ASSOCIATION

By:___________________________ Name: Title: 22

ISSUER:

CORPORATE RECEIVABLES CORPORATION

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.
LIQUIDITY AGENT: BANQUE PARIBAS, NEW YORK BRANCH

By: /s/ Bruce Altman ____________________________ Name: Bruce Altman Title: Group Vice President

By: /s/ Victor S. Brown ____________________________ Name: Victor S. Brown Title: Assistant Vice President

SECURITIZATION COMPANY AGENT:

CITICORP NORTH AMERICA, INC.

By: /s/ David Duncan ___________________________ Name: David Duncan Title: Vice President

TRUSTEE:

NORWEST BANK COLORADO, NATIONAL ASSOCIATION

By:___________________________ Name: Title: 22

ISSUER:

CORPORATE RECEIVABLES CORPORATION By: Citicorp North America, Inc., as Attorney-in-Fact

By: /s/ David Duncan ____________________________ Name: David Duncan Title: Vice President LIQUIDITY PROVIDERS: BANQUE PARIBAS, NEW YORK BRANCH

By: /s/ Bruce Altman ____________________________ Name: Bruce Altman Title: Group Vice President

By: /s/ Victor S. Brown ____________________________ Name: Victor S. Brown Title: Assistant Vice President

Liquidity Provider Percentage: 20% Maximum Liquidity Commitment: $20,000,000.00

ISSUER:

CORPORATE RECEIVABLES CORPORATION By: Citicorp North America, Inc., as Attorney-in-Fact

By: /s/ David Duncan ____________________________ Name: David Duncan Title: Vice President LIQUIDITY PROVIDERS: BANQUE PARIBAS, NEW YORK BRANCH

By: /s/ Bruce Altman ____________________________ Name: Bruce Altman Title: Group Vice President

By: /s/ Victor S. Brown ____________________________ Name: Victor S. Brown Title: Assistant Vice President

Liquidity Provider Percentage: 20% Maximum Liquidity Commitment: $20,000,000.00 Address: The Equitable Tower 787 Seventh Avenue New York, NY 10019 Attention: Facsimile: 23

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.
LIQUIDITY AGENT: BANQUE PARIBAS, NEW YORK BRANCH

By:____________________________ Name: Title: By:____________________________ Name:

Title:
SECURITIZATION COMPANY AGENT:

CITICORP NORTH AMERICA, INC.

By:____________________________ Name: Title:

TRUSTEE:

NORWEST BANK COLORADO, NATIONAL ASSOCIATION

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.
LIQUIDITY AGENT: BANQUE PARIBAS, NEW YORK BRANCH

By:____________________________ Name: Title: By:____________________________ Name:

Title:
SECURITIZATION COMPANY AGENT:

CITICORP NORTH AMERICA, INC.

By:____________________________ Name: Title:

TRUSTEE:

NORWEST BANK COLORADO, NATIONAL ASSOCIATION By: /s/ Leigh M. Lutz ____________________________ Name: Leigh M. Lutz Title: Vice President

24

BANK OF AMERICA ILLINOIS
By: /s/ Erle R.L. Archer ____________________________ Name: Erle R.L. Archer Title: Attorney-in-Fact

Liquidity Provider Percentage: 20% Maximum Liquidity Commitment: $20,000,000.00 Address: 231 S. Lacily Street Chicago, IL 60697 Attention: Facsimile: THE BANK OF NEW YORK
By: /s/ Robert Louk ____________________________ Name: Robert Louk Title: Vice President

Liquidity Provider Percentage: 12.5% Maximum Liquidity Commitment: $12,500,000.00

BANK OF AMERICA ILLINOIS
By: /s/ Erle R.L. Archer ____________________________ Name: Erle R.L. Archer Title: Attorney-in-Fact

Liquidity Provider Percentage: 20% Maximum Liquidity Commitment: $20,000,000.00 Address: 231 S. Lacily Street Chicago, IL 60697 Attention: Facsimile: THE BANK OF NEW YORK
By: /s/ Robert Louk ____________________________ Name: Robert Louk Title: Vice President

Liquidity Provider Percentage: 12.5% Maximum Liquidity Commitment: $12,500,000.00 Address: 10990 Willshire Blvd., Suite 1125 Los Angeles, CA 90024 Attention: Facsimile: 25

THE BANK OF NOVA SCOTIA
By: /s/ A.S. Norsworthy ____________________________ Name: A.S. Norsworthy Title: Sr. Team Leader-Loan Operations

Liquidity Provider Percentage: 8.75% Maximum Liquidity Commitment: $8,750,000.00 Address: 600 Peachtree Street, N.E., Suite 2700 Atlanta, GA 30308 Attention: Facsimile: GE CAPITAL CORPORATION
By: /s/ John Hanley ____________________________ Name: John Hanley

THE BANK OF NOVA SCOTIA
By: /s/ A.S. Norsworthy ____________________________ Name: A.S. Norsworthy Title: Sr. Team Leader-Loan Operations

Liquidity Provider Percentage: 8.75% Maximum Liquidity Commitment: $8,750,000.00 Address: 600 Peachtree Street, N.E., Suite 2700 Atlanta, GA 30308 Attention: Facsimile: GE CAPITAL CORPORATION
By: /s/ John Hanley ____________________________ Name: John Hanley Title: Vice President

Liquidity Provider Percentage: 5% Maximum Liquidity Commitment: $5,000,000.00 Address: One Lincoln Center, 5400 LBJ Freeway, Suite 1280 Dallas, TX 75240 Attention: Facsimile: 26

NATIONSBANK OF TEXAS, N.A. By:____________________________ Name: Title: Liquidity Provider Percentage: 5% Maximum Liquidity Commitment: $5,000,000.00

NATIONSBANK OF TEXAS, N.A. By:____________________________ Name: Title: Liquidity Provider Percentage: 5% Maximum Liquidity Commitment: $5,000,000.00 Address: 901 Main Street, 67th Floor Dallas, TX 75283-1000 Attention: Facsimile: NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
By: /s/ Alan R. Thometz ____________________________ Name: Alan R. Thometz Title: Vice President

Liquidity Provider Percentage: 20% Maximum Liquidity Commitment: $20,000,000.00 Address: Sixth and Marquette Minneapolis, MN 55479 Attention: Facsimile: 27

SOCIETE GENERALE
By: /s/ Richard A. Erbert ____________________________ Name: Richard A. Erbert Title: Vice President

Liquidity Provider Percentage:8.75% Maximum Liquidity Commitment: $8,750,000.00 Address: 2001 Ross Avenue Dallas, Texas 75201 Attention: Loan Operations Facsimile: (214) 754-0171 28

Exhibit A

SOCIETE GENERALE
By: /s/ Richard A. Erbert ____________________________ Name: Richard A. Erbert Title: Vice President

Liquidity Provider Percentage:8.75% Maximum Liquidity Commitment: $8,750,000.00 Address: 2001 Ross Avenue Dallas, Texas 75201 Attention: Loan Operations Facsimile: (214) 754-0171 28

Exhibit A Assignment of Liquidity Commitment with respect to Series 1996-1 Asset Purchase Agreement
Dated as of __________, 19__ Section 1. - --------Percentage Assigned: Assignor's remaining Percentage: Section 2. - --------Assignee's Maximum Liquidity Commitment: Assignor's remaining Maximum Liquidity Commitment: Section 3. - --------Effective Date of this Assignment: Purchase Termination Date of assigned Liquidity Commitment: __________, 19__ __________, 19__ $__________ $__________ _______% _______%

Section 4. Standard & Poor's and/or Moody's rating of Assignee's Short-Term Debt __________ Upon execution and delivery of this Assignment by Assignor and Assignee and acceptance by Citicorp North America, Inc., as Securitization Company Agent and Banque Paribas, New York Branch, as Liquidity Agent and recording of this Assignment by Banque Paribas, New York Branch, as Liquidity Agent and Securitization Company Agent, from and after the effective date specified above, Assignee shall become a party to, and have the rights and obligations of a Liquidity Provider under, the Series 1996-1 Asset Purchase Agreement dated as of November 13, 1996, as such document may later be amended, modified or supplemented, among the Liquidity Providers referred to therein, Banque Paribas, New York Branch, as Liquidity Agent, Citicorp North America, Inc., as Securitization Company Agent, Norwest Bank Colorado, National Association, as Trustee and Corporate Receivables Corporation.

Exhibit A Assignment of Liquidity Commitment with respect to Series 1996-1 Asset Purchase Agreement
Dated as of __________, 19__ Section 1. - --------Percentage Assigned: Assignor's remaining Percentage: Section 2. - --------Assignee's Maximum Liquidity Commitment: Assignor's remaining Maximum Liquidity Commitment: Section 3. - --------Effective Date of this Assignment: Purchase Termination Date of assigned Liquidity Commitment: __________, 19__ __________, 19__ $__________ $__________ _______% _______%

Section 4. Standard & Poor's and/or Moody's rating of Assignee's Short-Term Debt __________ Upon execution and delivery of this Assignment by Assignor and Assignee and acceptance by Citicorp North America, Inc., as Securitization Company Agent and Banque Paribas, New York Branch, as Liquidity Agent and recording of this Assignment by Banque Paribas, New York Branch, as Liquidity Agent and Securitization Company Agent, from and after the effective date specified above, Assignee shall become a party to, and have the rights and obligations of a Liquidity Provider under, the Series 1996-1 Asset Purchase Agreement dated as of November 13, 1996, as such document may later be amended, modified or supplemented, among the Liquidity Providers referred to therein, Banque Paribas, New York Branch, as Liquidity Agent, Citicorp North America, Inc., as Securitization Company Agent, Norwest Bank Colorado, National Association, as Trustee and Corporate Receivables Corporation. A-1

Each of the Assignor and Assignee agrees that it shall not institute against, or join any other person in instituting against, CRC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law, for one year and a day after the latest maturing Note issued by CRC is paid.
ASSIGNOR: [NAME OF ASSIGNOR]

By:____________________________ Name: Title:

ASSIGNEE:

[NAME OF ASSIGNEE]

By:____________________________ Name: Title:

Each of the Assignor and Assignee agrees that it shall not institute against, or join any other person in instituting against, CRC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law, for one year and a day after the latest maturing Note issued by CRC is paid.
ASSIGNOR: [NAME OF ASSIGNOR]

By:____________________________ Name: Title:

ASSIGNEE:

[NAME OF ASSIGNEE]

By:____________________________ Name: Title: Address: _____________________ _____________________ _____________________ Attention: _________________

A-2

Agreed and accepted as of the date first written above: CITICORP NORTH AMERICA, INC., as Securitization Company Agent By:_________________________ Name: Title: BANQUE PARIBAS, NEW YORK BRANCH, as Liquidity Agent By:_________________________ Name: Title: CORPORATE RECEIVABLES CORPORATION By: Citicorp North America, Inc., as Attorney-In-Fact By:_________________________ Name: Title: A-3

EXHIBIT 10.45

Agreed and accepted as of the date first written above: CITICORP NORTH AMERICA, INC., as Securitization Company Agent By:_________________________ Name: Title: BANQUE PARIBAS, NEW YORK BRANCH, as Liquidity Agent By:_________________________ Name: Title: CORPORATE RECEIVABLES CORPORATION By: Citicorp North America, Inc., as Attorney-In-Fact By:_________________________ Name: Title: A-3

EXHIBIT 10.45

PARTICIPATION AGREEMENT dated as of November 15, 1996 among MAIL-WELL I CORPORATION as Lessee and Guarantor, CERTAIN SUBSIDIARIES OF MAIL-WELL I CORPORATION, as Subsidiary Guarantors PARIBAS PROPERTIES, INC., as Lessor VARIOUS FINANCIAL INSTITUTIONS IDENTIFIED HEREIN, as Equity Lenders VARIOUS FINANCIAL INSTITUTIONS IDENTIFIED HEREIN, as Financing Lenders and

EXHIBIT 10.45

PARTICIPATION AGREEMENT dated as of November 15, 1996 among MAIL-WELL I CORPORATION as Lessee and Guarantor, CERTAIN SUBSIDIARIES OF MAIL-WELL I CORPORATION, as Subsidiary Guarantors PARIBAS PROPERTIES, INC., as Lessor VARIOUS FINANCIAL INSTITUTIONS IDENTIFIED HEREIN, as Equity Lenders VARIOUS FINANCIAL INSTITUTIONS IDENTIFIED HEREIN, as Financing Lenders and BANQUE PARIBAS as Agent for the Financing Lenders and the Equity Lenders.

Lease Financing of Certain Envelope and Commercial Printing Equipment Owned by Mail-Well I Corporation and Its Subsidiaries

TABLE OF CONTENTS
Page ---ARTICLE I - DEFINITIONS; INTERPRETATION.................................................2 ARTICLE II - EFFECTIVE DATE.............................................................2 SECTION 2.1. Date..................................................2 (a) Participation Agreement.................................2 (b) Master Lease............................................2 (c) Loan Agreement..........................................2 (d) Guaranty................................................2 (e) Assignment of Lease and Rent............................2 (g) Intercreditor Agreement.................................2 (h) Security Documents......................................2 (i) Fees....................................................3 (j) Certain Transaction Expenses............................3 SECTION 2.2. Effective Date..........................................3 ARTICLE III - FUNDING OF ADVANCES.......................................................3 SECTION 3.1. Lessor Commitment.......................................3

TABLE OF CONTENTS
Page ---ARTICLE I - DEFINITIONS; INTERPRETATION.................................................2 ARTICLE II - EFFECTIVE DATE.............................................................2 SECTION 2.1. Date..................................................2 (a) Participation Agreement.................................2 (b) Master Lease............................................2 (c) Loan Agreement..........................................2 (d) Guaranty................................................2 (e) Assignment of Lease and Rent............................2 (g) Intercreditor Agreement.................................2 (h) Security Documents......................................2 (i) Fees....................................................3 (j) Certain Transaction Expenses............................3 SECTION 2.2. Effective Date..........................................3 ARTICLE III - FUNDING OF ADVANCES.......................................................3 SECTION 3.1. Lessor Commitment.......................................3 SECTION 3.2. Equity Lenders' Commitments.............................3 SECTION 3.3. Financing Lenders' Commitments..........................3 SECTION 3.4. Procedures for Advances.................................3 ARTICLE IV - INTEREST; APPLICATION OF CERTAIN PREPAYMENTS...............................4 SECTION 4.1. Interest on Loans.......................................4 SECTION 4.2. Certain Prepayments of the Loans........................4 ARTICLE V - CERTAIN INTENTIONS OF THE PARTIES...........................................4 SECTION 5.1. Nature of Transaction...................................4 SECTION 5.2. Amounts Due Under the Master Lease......................5 ARTICLE VI - CONDITIONS PRECEDENT TO ADVANCES ANDEFFECTIVE DATE.........................5 SECTION 6.1. Conditions Precedent to the Effective Date..............5 (a) Lessee's Resolutions and Incumbency Certificate, etc....5 (b) Guarantors' Resolutions and Incumbency Certificate......6 (c) Lessor's Resolutions and Incumbency Certificate, etc....6 (d) Notes...................................................6 (e) Opinion of Counsel to the Lessee........................6 (f) Opinion of Counsel to the Lessor........................6 (g) Funding Request.........................................6 (h) Fees....................................................7

i
(i) (j) SECTION 6.2. (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) (l) SECTION 6.3. (a) (b) (c) (d) (e) Representation and Warranties.......................... 7 Litigation............................................. 7 Conditions to the Purchase of the Equipment........... 7 Impositions............................................ 7 Appraisal.............................................. 7 Governmental Approvals................................. 7 Litigation............................................. 8 Requirements of Law.................................... 8 Responsible Officer's Certificate...................... 8 Evidence of Equipment Insurance........................ 8 No Material Adverse Change............................. 8 Bill of Sale........................................... 8 Financing Statements................................... 9 Title Representations.................................. 9 No Default............................................. 9 Substitution of Equipment............................. 9 Appraisal.............................................. 9 Type and Location of Substituted Equipment............. 9 Satisfaction of Conditions.............................10 Required Documentation.................................10 Expenses...............................................10

ARTICLE VII - REPRESENTATIONS..........................................................10 SECTION 7.1. Representations of the Guarantors.....................10

(i) (j) SECTION 6.2. (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) (l) SECTION 6.3. (a) (b) (c) (d) (e)

Representation and Warranties.......................... 7 Litigation............................................. 7 Conditions to the Purchase of the Equipment........... 7 Impositions............................................ 7 Appraisal.............................................. 7 Governmental Approvals................................. 7 Litigation............................................. 8 Requirements of Law.................................... 8 Responsible Officer's Certificate...................... 8 Evidence of Equipment Insurance........................ 8 No Material Adverse Change............................. 8 Bill of Sale........................................... 8 Financing Statements................................... 9 Title Representations.................................. 9 No Default............................................. 9 Substitution of Equipment............................. 9 Appraisal.............................................. 9 Type and Location of Substituted Equipment............. 9 Satisfaction of Conditions.............................10 Required Documentation.................................10 Expenses...............................................10

ARTICLE VII - REPRESENTATIONS..........................................................10 SECTION 7.1. Representations of the Guarantors.....................10 (a) Organization, etc......................................10 (b) Due Authorization, Non-Contravention, etc..............11 (c) Government Approval, Regulation, etc...................11 (d) Validity, etc..........................................11 (e) Equipment..............................................12 (f) Bill of Sale...........................................12 (g) Use of Loans and Proceeds..............................12 (h) Representations and Warranties.........................12 (i) Title; Liens...........................................12 (j) Advances...............................................12 (k) Mail-Well Credit Agreement.............................12 SECTION 7.2. Representations of the Lessor.........................12 (a) Due Organization, etc..................................13 (b) Authorization; No Conflict.............................13 (c) Enforceability, etc....................................13 (d) Assignment.............................................13 (e) Defaults...............................................13 (f) Use of Proceeds........................................13 (g) Chief Place of Business................................14

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ARTICLE VIII - PAYMENT OF CERTAIN EXPENSES.............................................14 SECTION 8.1. Transaction Expenses...................................14 SECTION 8.2. Brokers' Fees and Stamp Taxes..........................14 SECTION 8.3. Loan Agreement and Related Obligations.................14 ARTICLE IX - AFFIRMATIVE AND NEGATIVE COVENANTS........................................15 SECTION 9.1. Mail-Well Credit Agreement.............................15 ARTICLE X - LESSEE DIRECTIONS; CERTAIN RIGHTS OF LESSEE................................15 SECTION 10.1. Lessee Directions......................................15 ARTICLE XI - YIELD PROTECTION AND ILLEGALITY...........................................15 SECTION 11.1. Additional Costs.......................................15 SECTION 11.2. Limitation on Types of Loans...........................17 SECTION 11.3. Illegality.............................................17 SECTION 11.4. Treatment of Affected Loans............................17 SECTION 11.5. Compensation...........................................18 SECTION 11.6. Capital Adequacy.......................................18 SECTION 11.7. Additional Interest on Eurodollar Loans................19 ARTICLE XII - INDEMNIFICATION..........................................................19 SECTION 12.1. General Indemnification................................19 SECTION 12.2. End of Term Indemnity..................................21 SECTION 12.3. Environmental Indemnity................................22 SECTION 12.4. Proceedings in Respect of Claims.......................23 SECTION 12.5. General Tax Indemnity..................................24

ARTICLE VIII - PAYMENT OF CERTAIN EXPENSES.............................................14 SECTION 8.1. Transaction Expenses...................................14 SECTION 8.2. Brokers' Fees and Stamp Taxes..........................14 SECTION 8.3. Loan Agreement and Related Obligations.................14 ARTICLE IX - AFFIRMATIVE AND NEGATIVE COVENANTS........................................15 SECTION 9.1. Mail-Well Credit Agreement.............................15 ARTICLE X - LESSEE DIRECTIONS; CERTAIN RIGHTS OF LESSEE................................15 SECTION 10.1. Lessee Directions......................................15 ARTICLE XI - YIELD PROTECTION AND ILLEGALITY...........................................15 SECTION 11.1. Additional Costs.......................................15 SECTION 11.2. Limitation on Types of Loans...........................17 SECTION 11.3. Illegality.............................................17 SECTION 11.4. Treatment of Affected Loans............................17 SECTION 11.5. Compensation...........................................18 SECTION 11.6. Capital Adequacy.......................................18 SECTION 11.7. Additional Interest on Eurodollar Loans................19 ARTICLE XII - INDEMNIFICATION..........................................................19 SECTION 12.1. General Indemnification................................19 SECTION 12.2. End of Term Indemnity..................................21 SECTION 12.3. Environmental Indemnity................................22 SECTION 12.4. Proceedings in Respect of Claims.......................23 SECTION 12.5. General Tax Indemnity..................................24 SECTION 12.6 Yield Protection and Illegality........................26 SECTION 12.7. Indemnity Payments in Addition to Lease Obligations....26 ARTICLE XIII - MISCELLANEOUS...........................................................27 SECTION 13.1. Survival of Agreements.................................27 SECTION 13.2. Controlling Agreement..................................27 SECTION 13.3. Notices................................................28 SECTION 13.4. Counterparts...........................................28 SECTION 13.5. Amendments.............................................28 SECTION 13.6. Headings, etc..........................................29 SECTION 13.7. Parties in Interest....................................29 SECTION 13.8. Successors and Assigns.................................30 SECTION 13.9. GOVERNING LAW..........................................33 SECTION 13.10. Severability...........................................33 SECTION 13.11. Liability Limited......................................34 SECTION 13.12. Further Assurances.....................................34

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SECTION SECTION SECTION SECTION SECTION 13.13. 13.14. 13.15. 13.16. 13.17. Submission to Jurisdiction............................ Setoff................................................ WAIVER OF JURY TRIAL.................................. Confidentiality....................................... Approvals and Consent................................. 34 35 35 35 36

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SCHEDULES
SCHEDULE I SCHEDULE II Commitments Disclosure of Certain Information Item A - Subsidiaries of Lessee Post-Closing Matters Notice Information, Wire Instructions, Funding Offices, and LIBOR Office

SCHEDULE III SCHEDULE IV

EXHIBITS

SECTION SECTION SECTION SECTION SECTION

13.13. 13.14. 13.15. 13.16. 13.17.

Submission to Jurisdiction............................ Setoff................................................ WAIVER OF JURY TRIAL.................................. Confidentiality....................................... Approvals and Consent.................................

34 35 35 35 36

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SCHEDULES
SCHEDULE I SCHEDULE II Commitments Disclosure of Certain Information Item A - Subsidiaries of Lessee Post-Closing Matters Notice Information, Wire Instructions, Funding Offices, and LIBOR Office

SCHEDULE III SCHEDULE IV

EXHIBITS
EXHIBIT EXHIBIT EXHIBIT EXHIBIT EXHIBIT A B C D E Description of the Equipment Form of Funding Request Form of Responsible Officer's Certificate Form of Bill of Sale Form of Assignment and Acceptance

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PARTICIPATION AGREEMENT THIS PARTICIPATION AGREEMENT (this "Participation Agreement"), dated as of November 15, 1996, is entered into by and among MAIL-WELL I CORPORATION, a Delaware corporation ("Lessee"), as the Lessee and a Guarantor (in its capacity as the Lessee, being called the "Lessee"; in its capacity as a Guarantor, being called a "Guarantor"), the subsidiaries of the Lessee listed on the signature page hereof (collectively, the "Subsidiary Guarantors" ); PARIBAS PROPERTIES, INC., a Delaware corporation, as Lessor (the "Lessor"); the financial institution or institutions who are parties hereto as Equity Lenders (together with their respective permitted successors and assigns, the "Equity Lenders"); the various financial institutions who are parties hereto as Financing Lenders (together with their respective permitted successors and assigns, the "Financing Lenders") under the Loan Agreement (the Equity Lenders and the Financing Lenders being sometimes collectively called the "Lenders"); and BANQUE PARIBAS, as Agent for the Financing Lenders and the Equity Lenders (in such capacity, the "Agent"). W I T N E S S E T H: A. The Lessee or a Subsidiary Guarantor owns each item of the Equipment described on Exhibit "A", attached to the Master Lease. B. The Lessor and the Lessee have agreed that the Lessor will purchase from the Lessee and certain of the Subsidiary Guarantors which have an interest in the Equipment all of the Equipment and will lease the Equipment to the Lessee pursuant to the terms of the Master Lease. C. The Equity Lenders are willing to provide a portion of the financing for the Equipment in an aggregate amount not to exceed $5,500,000.00, and the Financing Lenders are willing to provide the remaining portion of the

SCHEDULES
SCHEDULE I SCHEDULE II Commitments Disclosure of Certain Information Item A - Subsidiaries of Lessee Post-Closing Matters Notice Information, Wire Instructions, Funding Offices, and LIBOR Office

SCHEDULE III SCHEDULE IV

EXHIBITS
EXHIBIT EXHIBIT EXHIBIT EXHIBIT EXHIBIT A B C D E Description of the Equipment Form of Funding Request Form of Responsible Officer's Certificate Form of Bill of Sale Form of Assignment and Acceptance

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PARTICIPATION AGREEMENT THIS PARTICIPATION AGREEMENT (this "Participation Agreement"), dated as of November 15, 1996, is entered into by and among MAIL-WELL I CORPORATION, a Delaware corporation ("Lessee"), as the Lessee and a Guarantor (in its capacity as the Lessee, being called the "Lessee"; in its capacity as a Guarantor, being called a "Guarantor"), the subsidiaries of the Lessee listed on the signature page hereof (collectively, the "Subsidiary Guarantors" ); PARIBAS PROPERTIES, INC., a Delaware corporation, as Lessor (the "Lessor"); the financial institution or institutions who are parties hereto as Equity Lenders (together with their respective permitted successors and assigns, the "Equity Lenders"); the various financial institutions who are parties hereto as Financing Lenders (together with their respective permitted successors and assigns, the "Financing Lenders") under the Loan Agreement (the Equity Lenders and the Financing Lenders being sometimes collectively called the "Lenders"); and BANQUE PARIBAS, as Agent for the Financing Lenders and the Equity Lenders (in such capacity, the "Agent"). W I T N E S S E T H: A. The Lessee or a Subsidiary Guarantor owns each item of the Equipment described on Exhibit "A", attached to the Master Lease. B. The Lessor and the Lessee have agreed that the Lessor will purchase from the Lessee and certain of the Subsidiary Guarantors which have an interest in the Equipment all of the Equipment and will lease the Equipment to the Lessee pursuant to the terms of the Master Lease. C. The Equity Lenders are willing to provide a portion of the financing for the Equipment in an aggregate amount not to exceed $5,500,000.00, and the Financing Lenders are willing to provide the remaining portion of the financing for the Equipment in an aggregate amount not to exceed $24,500,000.00, aggregating a total principal amount not to exceed $30,000,000.00 (collectively, the "Loans"). The Loans to be made by the Financing Lenders (the "Financing Loans") will be unconditionally guaranteed by the Lessee, Holdings and the Subsidiary Guarantors (collectively, the "Guarantors"). D. For the purpose of securing such financing arrangement, (i) the Equity Lenders will have the benefit of a first and prior security interest in and to the Lessor's right, title and interest in the Equipment, (ii) the Financing Lenders

PARTICIPATION AGREEMENT THIS PARTICIPATION AGREEMENT (this "Participation Agreement"), dated as of November 15, 1996, is entered into by and among MAIL-WELL I CORPORATION, a Delaware corporation ("Lessee"), as the Lessee and a Guarantor (in its capacity as the Lessee, being called the "Lessee"; in its capacity as a Guarantor, being called a "Guarantor"), the subsidiaries of the Lessee listed on the signature page hereof (collectively, the "Subsidiary Guarantors" ); PARIBAS PROPERTIES, INC., a Delaware corporation, as Lessor (the "Lessor"); the financial institution or institutions who are parties hereto as Equity Lenders (together with their respective permitted successors and assigns, the "Equity Lenders"); the various financial institutions who are parties hereto as Financing Lenders (together with their respective permitted successors and assigns, the "Financing Lenders") under the Loan Agreement (the Equity Lenders and the Financing Lenders being sometimes collectively called the "Lenders"); and BANQUE PARIBAS, as Agent for the Financing Lenders and the Equity Lenders (in such capacity, the "Agent"). W I T N E S S E T H: A. The Lessee or a Subsidiary Guarantor owns each item of the Equipment described on Exhibit "A", attached to the Master Lease. B. The Lessor and the Lessee have agreed that the Lessor will purchase from the Lessee and certain of the Subsidiary Guarantors which have an interest in the Equipment all of the Equipment and will lease the Equipment to the Lessee pursuant to the terms of the Master Lease. C. The Equity Lenders are willing to provide a portion of the financing for the Equipment in an aggregate amount not to exceed $5,500,000.00, and the Financing Lenders are willing to provide the remaining portion of the financing for the Equipment in an aggregate amount not to exceed $24,500,000.00, aggregating a total principal amount not to exceed $30,000,000.00 (collectively, the "Loans"). The Loans to be made by the Financing Lenders (the "Financing Loans") will be unconditionally guaranteed by the Lessee, Holdings and the Subsidiary Guarantors (collectively, the "Guarantors"). D. For the purpose of securing such financing arrangement, (i) the Equity Lenders will have the benefit of a first and prior security interest in and to the Lessor's right, title and interest in the Equipment, (ii) the Financing Lenders will have the benefit of (x) the Guaranty from the Guarantors, which Guaranty will be secured on a pari passu basis by all of the Collateral provided in the Security Documents, pursuant to the terms of the Intercreditor Agreement, and (y) subject to the prior security interest of the Equity Lenders, a second subordinated security interest on the Lessor's right, title and interest in the Equipment, and (iii) all Lenders will have the benefit of an assignment from the Lessor of all of the Lessor's rights against the Lessee under the Master Lease.

In consideration of the mutual agreements contained in this Participation Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE I DEFINITIONS; INTERPRETATION Unless the context shall otherwise require, capitalized terms used and not defined herein shall have the meanings assigned thereto in Appendix A hereto for all purposes hereof; and the rules of interpretation set forth in Appendix A hereto shall apply to this Participation Agreement. ARTICLE II EFFECTIVE DATE SECTION 2.1 Date. On or before the Effective Date the following

In consideration of the mutual agreements contained in this Participation Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE I DEFINITIONS; INTERPRETATION Unless the context shall otherwise require, capitalized terms used and not defined herein shall have the meanings assigned thereto in Appendix A hereto for all purposes hereof; and the rules of interpretation set forth in Appendix A hereto shall apply to this Participation Agreement. ARTICLE II EFFECTIVE DATE SECTION 2.1 Date. On or before the Effective Date the following conditions precedent shall have been satisfied: (a) Participation Agreement. This Participation Agreement shall have been duly authorized, executed and delivered by the parties hereto. (b) Master Lease. The Master Lease shall have been duly authorized, executed and delivered by the parties thereto. (c) Loan Agreement. The Loan Agreement shall have been duly authorized, executed and delivered by the parties thereto. (d) Guaranty. The Guaranty shall have been duly authorized, delivered by the Guarantors. (e) Assignment of Lease and Rent. The Assignment of Lease and Rent shall have been duly authorized, executed and delivered by the Lessor, as assignor, to the Agent for the benefit of the Financing Lenders, as assignee, and the Assignment of Lease and Rent shall have been consented to and acknowledged by the Lessee. (f) Lessor Security Agreements. The Lessor First Security Agreement and the Lessor Second Security Agreement shall have been duly authorized, executed and delivered by the Lessor. 2 (g) Intercreditor Agreement. The Agent and each Financing Lender shall have received executed counterparts of the Intercreditor Agreement, duly authorized, executed and delivered by the parties thereto. (h) Security Documents. The Agent and each Lender shall have received executed counterparts of the Security Documents, duly authorized, executed and delivered by the parties thereto. (i) Fees. The Agent and the Lessor shall have received all fees due and payable pursuant to this Participation Agreement and the Fee Letters. (j) Certain Transaction Expenses. Counsel for each of the Lessor and the Agent shall have received, to the extent then invoiced, payment in full in cash of all Transaction Expenses payable to such counsel pursuant to Section 8.1 hereof. SECTION 2.2 Effective Date. The closing date with respect to the acquisition of the Equipment shall occur on the Effective Date. ARTICLE III

(g) Intercreditor Agreement. The Agent and each Financing Lender shall have received executed counterparts of the Intercreditor Agreement, duly authorized, executed and delivered by the parties thereto. (h) Security Documents. The Agent and each Lender shall have received executed counterparts of the Security Documents, duly authorized, executed and delivered by the parties thereto. (i) Fees. The Agent and the Lessor shall have received all fees due and payable pursuant to this Participation Agreement and the Fee Letters. (j) Certain Transaction Expenses. Counsel for each of the Lessor and the Agent shall have received, to the extent then invoiced, payment in full in cash of all Transaction Expenses payable to such counsel pursuant to Section 8.1 hereof. SECTION 2.2 Effective Date. The closing date with respect to the acquisition of the Equipment shall occur on the Effective Date. ARTICLE III FUNDING OF ADVANCES SECTION 3.1 Lessor Commitment. Subject to the conditions and terms hereof, the Lessor shall take the following actions: (a) the Lessor shall purchase the Equipment (using funds provided by the Equity Lenders and the Financing Lenders); and (b) the Lessor shall lease the Equipment to the Lessee under the Master Lease. Notwithstanding any other provision hereof, the Lessor shall not be obligated to purchase the Equipment if the aggregate Purchase Price would exceed the Commitments. SECTION 3.2 Equity Lenders' Commitments. Subject to the conditions and terms hereof, each Equity Lender shall make an Advance to the Lessor at the request of the Lessee on the Effective Date in an amount (each, an "Equity Loan") in immediately available funds equal to such Equity Lender's Commitment Percentage of the amount of the total Equity Loans. No amounts paid or prepaid with respect to any Equity Loan may be readvanced. 3 SECTION 3.3 Financing Lenders' Commitments. Subject to the conditions and terms hereof, each Financing Lender shall make an Advance to the Lessor at the request of the Lessee on the Effective Date in an amount (each, a "Financing Loan") in immediately available funds equal to such Financing Lender's Commitment Percentage of the amount of the total Financing Loans. No amounts paid or prepaid with respect to any Financing Loan may be readvanced. SECTION 3.4 Procedures for Advances. Concurrently herewith, the Lessee has given to the Lessor and the Agent prior written notice pursuant to a Funding Request substantially in the form of Exhibit B (a "Funding Request"), specifying the Effective Date and the amount of each Advance requested. The payment of the Purchase Price by the Lessor to the Lessee shall be a single payment made with respect to all of the Equipment from the Advances made by the Financing Lenders and the Equity Lenders, and such payment shall be made on the Effective Date in immediately available funds by wire transfer to the account of the Lessee specified on Schedule IV or to such other account(s) as may be specified by the Lessee in a written notice to the Lessor. ARTICLE IV INTEREST; APPLICATION OF CERTAIN PREPAYMENTS

SECTION 3.3 Financing Lenders' Commitments. Subject to the conditions and terms hereof, each Financing Lender shall make an Advance to the Lessor at the request of the Lessee on the Effective Date in an amount (each, a "Financing Loan") in immediately available funds equal to such Financing Lender's Commitment Percentage of the amount of the total Financing Loans. No amounts paid or prepaid with respect to any Financing Loan may be readvanced. SECTION 3.4 Procedures for Advances. Concurrently herewith, the Lessee has given to the Lessor and the Agent prior written notice pursuant to a Funding Request substantially in the form of Exhibit B (a "Funding Request"), specifying the Effective Date and the amount of each Advance requested. The payment of the Purchase Price by the Lessor to the Lessee shall be a single payment made with respect to all of the Equipment from the Advances made by the Financing Lenders and the Equity Lenders, and such payment shall be made on the Effective Date in immediately available funds by wire transfer to the account of the Lessee specified on Schedule IV or to such other account(s) as may be specified by the Lessee in a written notice to the Lessor. ARTICLE IV INTEREST; APPLICATION OF CERTAIN PREPAYMENTS SECTION 4.1 Interest on Loans. (a) Each Loan shall accrue interest computed and payable in accordance with the terms of the Loan Agreement. (b) The Lessor shall distribute to the Agent the Equity Lender Basic Rent and Financing Lender Basic Rent, together with all other amounts due with respect to the Loans which are collected from the Lessee under the Master Lease from time to time. SECTION 4.2 Certain Prepayments of the Loans. In the event that the Lessee pays the Equipment Balance for any Equipment to the Agent in connection with the Lessee's purchase of an item of Equipment in accordance with Section 15.1 of the Master Lease as the result of a Significant Casualty or Condemnation, the Agent will disburse the amounts realized with respect thereto in accordance with Section 4.7(b) of the Loan Agreement. 4

ARTICLE V CERTAIN INTENTIONS OF THE PARTIES SECTION 5.1 Nature of Transaction. (a) The parties hereto intend that (i) for financial accounting purposes with respect to the Lessee, the Lessor will be treated as the owner and the lessor of the Equipment and the Lessee will be treated as the lessee of the Equipment and (ii) for federal and all state and other tax purposes, and for bankruptcy purposes, (x) the Master Lease will be treated as a financing arrangement, (y) the Equity Lenders and the Financing Lenders will be deemed to be lenders making loans to or for the benefit of the Lessee in an amount equal to the sum of the original principal amount of the Loans, which loans are secured by the Equipment and the other Collateral provided in the Operative Documents, and (z) the Lessee will be treated as the owner of the Equipment and will be entitled to all tax benefits ordinarily available to an owner of equipment like the Equipment for such tax purposes. NEVERTHELESS, THE LESSEE ACKNOWLEDGES AND AGREES THAT NEITHER THE LESSOR, THE EQUITY LENDERS NOR ANY OF THE FINANCING LENDERS HAS MADE ANY REPRESENTATIONS OR WARRANTIES TO THE LESSEE CONCERNING THE TAX, ACCOUNTING OR LEGAL CHARACTERISTICS OF THE OPERATIVE DOCUMENTS AND THAT THE LESSEE HAS OBTAINED AND RELIED UPON SUCH INDEPENDENT TAX, ACCOUNTING AND LEGAL ADVICE CONCERNING THE OPERATIVE DOCUMENTS AS IT DEEMS APPROPRIATE. (b) Specifically, without limiting the generality of clause (a) of this Section 5.1, the parties hereto intend and agree that in the event of any insolvency or receivership proceedings or a petition under the United States bankruptcy

ARTICLE V CERTAIN INTENTIONS OF THE PARTIES SECTION 5.1 Nature of Transaction. (a) The parties hereto intend that (i) for financial accounting purposes with respect to the Lessee, the Lessor will be treated as the owner and the lessor of the Equipment and the Lessee will be treated as the lessee of the Equipment and (ii) for federal and all state and other tax purposes, and for bankruptcy purposes, (x) the Master Lease will be treated as a financing arrangement, (y) the Equity Lenders and the Financing Lenders will be deemed to be lenders making loans to or for the benefit of the Lessee in an amount equal to the sum of the original principal amount of the Loans, which loans are secured by the Equipment and the other Collateral provided in the Operative Documents, and (z) the Lessee will be treated as the owner of the Equipment and will be entitled to all tax benefits ordinarily available to an owner of equipment like the Equipment for such tax purposes. NEVERTHELESS, THE LESSEE ACKNOWLEDGES AND AGREES THAT NEITHER THE LESSOR, THE EQUITY LENDERS NOR ANY OF THE FINANCING LENDERS HAS MADE ANY REPRESENTATIONS OR WARRANTIES TO THE LESSEE CONCERNING THE TAX, ACCOUNTING OR LEGAL CHARACTERISTICS OF THE OPERATIVE DOCUMENTS AND THAT THE LESSEE HAS OBTAINED AND RELIED UPON SUCH INDEPENDENT TAX, ACCOUNTING AND LEGAL ADVICE CONCERNING THE OPERATIVE DOCUMENTS AS IT DEEMS APPROPRIATE. (b) Specifically, without limiting the generality of clause (a) of this Section 5.1, the parties hereto intend and agree that in the event of any insolvency or receivership proceedings or a petition under the United States bankruptcy laws or any other applicable insolvency laws or statute of the United States of America or any State or Commonwealth thereof affecting the Lessee, the Lessor, the Equity Lenders or the Financing Lenders or any collection actions, the transactions evidenced by the Operative Documents shall be regarded as loans made directly by the Equity Lenders and the Financing Lenders as unrelated third party lenders of the Lessee. SECTION 5.2 Amounts Due Under the Master Lease. It is the intention of the Lessee, the Lessor, the Equity Lenders and the Financing Lenders that: (i) the amount and timing of installments of Basic Rent due and payable from time to time from the Lessee under the Master Lease shall be equal to the aggregate payments due and payable as interest on the Loans on each Payment Date; (ii) if the Lessee elects the Purchase Option or otherwise becomes obligated to purchase any of the Equipment under the Master Lease, the Financing Loans, the Equity Loans, all interest, and other Obligations of the Lessee and the Lessor owing to the Lenders shall be paid in full by the Lessee, and the Lessor shall be paid in full any other amounts owed by the Lessee; 5 (iii) if the Lessee properly elects and consummates the Remarketing Option in accordance with the Operative Documents, the Lessee shall only be required to pay to the Lessor the proceeds of the sale of the Equipment, the Loan Balance of the Financing Loans and any amounts due pursuant to Article XII hereof and Article XX of the Master Lease (which aggregate amounts may be less than the Lease Balance) and other amounts, if any, payable under the Operative Documents; and (iv) upon an Event of Default resulting in a mandatory purchase of the Equipment by the Lessee under Section 18.3 of the Master Lease, the amounts then due and payable by the Lessee under the Master Lease shall include all amounts necessary to pay in full the Lease Balance, plus all other amounts then due from the Lessee to the Lenders and the Lessor under the Operative Documents. ARTICLE VI CONDITIONS PRECEDENT TO ADVANCES AND EFFECTIVE DATE SECTION 6.1 Conditions Precedent to the Effective Date. The obligations of the Lessor to acquire the Equipment on the Effective Date hereunder, and the obligation of the Lenders to make any Loans on the Effective Date are subject to each of the following conditions precedent: (a) Lessee's Resolutions and Incumbency Certificate, etc. The Lessee shall have delivered to the Lessor and the

(iii) if the Lessee properly elects and consummates the Remarketing Option in accordance with the Operative Documents, the Lessee shall only be required to pay to the Lessor the proceeds of the sale of the Equipment, the Loan Balance of the Financing Loans and any amounts due pursuant to Article XII hereof and Article XX of the Master Lease (which aggregate amounts may be less than the Lease Balance) and other amounts, if any, payable under the Operative Documents; and (iv) upon an Event of Default resulting in a mandatory purchase of the Equipment by the Lessee under Section 18.3 of the Master Lease, the amounts then due and payable by the Lessee under the Master Lease shall include all amounts necessary to pay in full the Lease Balance, plus all other amounts then due from the Lessee to the Lenders and the Lessor under the Operative Documents. ARTICLE VI CONDITIONS PRECEDENT TO ADVANCES AND EFFECTIVE DATE SECTION 6.1 Conditions Precedent to the Effective Date. The obligations of the Lessor to acquire the Equipment on the Effective Date hereunder, and the obligation of the Lenders to make any Loans on the Effective Date are subject to each of the following conditions precedent: (a) Lessee's Resolutions and Incumbency Certificate, etc. The Lessee shall have delivered to the Lessor and the Agent (i) a certificate of its Secretary or an Assistant Secretary attaching and certifying as to (A) the resolutions of the Board of Directors or committee thereof duly authorizing the execution, delivery and performance by it of each Operative Document to which it is or will be a party, (B) its certificate of incorporation and by-laws, and (C) the incumbency and signature of persons authorized to execute and deliver on its behalf the Operative Documents to which it is a party and (ii) a certificate of good standing with respect to it issued by the Secretary of State of the State of Delaware dated as of a recent date. (b) Guarantors' Resolutions and Incumbency Certificate. The Lessor and the Agent shall have received (i) a certificate of the Secretary or an Assistant Secretary of each Guarantor attaching and certifying as to (A) the resolutions of its Board of Directors or committee thereof duly authorizing the execution, delivery and performance by it of each Operative Document to which it is or will be a party, (B) its certificate of incorporation and by-laws, and (C) the incumbency and signature of persons authorized to execute and deliver on its behalf the Operative Documents to which it is a party and (ii) a certificate of good standing with respect to it issued by the Secretary of State of the State of its incorporation dated as of a recent date. 6 (c) Lessor's Resolutions and Incumbency Certificate, etc. The Lessee and the Agent shall have received a certificate of the Secretary or an Assistant Secretary of the Lessor attaching and certifying as to (i) the resolutions of the Board of Directors duly authorizing the execution, delivery and performance by the Lessor of each Operative Document to which it is or will be a party, (ii) its articles of incorporation, certified as of a recent date by an appropriate officer of the Lessor, (iii) its by-laws and (iv) the incumbency and signature of persons authorized to execute and deliver on its behalf the Operative Documents to which it is a party. (d) Notes. Each Lender shall have received its Note, dated the Effective Date and duly executed and delivered by the Lessor in accordance with the Loan Agreement. (e) Opinion of Counsel to the Lessee. The Lessor and the Agent shall have received an opinion, dated the Effective Date, from Bracewell & Patterson, L.L.P., South Tower, Pennzoil Place, 711 Louisiana Street, Houston, Texas 77002-2781, counsel to the Guarantors, in form and substance reasonably acceptable to the Agent. (f) Opinion of Counsel to the Lessor. The Agent and the Lessee shall have received an opinion, dated the Effective Date, from Jenkens & Gilchrist, a Professional Corporation, Fountain Place, 1445 Ross Avenue, Suite 3200, Dallas, Texas 75202-2799, counsel to the Lessor, in form and substance acceptable to the Agent. (g) Funding Request. Each of the Agent, the Lenders and the Lessor shall have received a fully executed counterpart of the Funding Request, executed by the Lessee, in accordance with Section 3.4 herein. (h) Fees. All fees due and payable pursuant to this Agreement

(c) Lessor's Resolutions and Incumbency Certificate, etc. The Lessee and the Agent shall have received a certificate of the Secretary or an Assistant Secretary of the Lessor attaching and certifying as to (i) the resolutions of the Board of Directors duly authorizing the execution, delivery and performance by the Lessor of each Operative Document to which it is or will be a party, (ii) its articles of incorporation, certified as of a recent date by an appropriate officer of the Lessor, (iii) its by-laws and (iv) the incumbency and signature of persons authorized to execute and deliver on its behalf the Operative Documents to which it is a party. (d) Notes. Each Lender shall have received its Note, dated the Effective Date and duly executed and delivered by the Lessor in accordance with the Loan Agreement. (e) Opinion of Counsel to the Lessee. The Lessor and the Agent shall have received an opinion, dated the Effective Date, from Bracewell & Patterson, L.L.P., South Tower, Pennzoil Place, 711 Louisiana Street, Houston, Texas 77002-2781, counsel to the Guarantors, in form and substance reasonably acceptable to the Agent. (f) Opinion of Counsel to the Lessor. The Agent and the Lessee shall have received an opinion, dated the Effective Date, from Jenkens & Gilchrist, a Professional Corporation, Fountain Place, 1445 Ross Avenue, Suite 3200, Dallas, Texas 75202-2799, counsel to the Lessor, in form and substance acceptable to the Agent. (g) Funding Request. Each of the Agent, the Lenders and the Lessor shall have received a fully executed counterpart of the Funding Request, executed by the Lessee, in accordance with Section 3.4 herein. (h) Fees. All fees due and payable pursuant to this Agreement (including, if then invoiced, all fees, costs and expenses due and payable pursuant to Section 8.1 herein) shall have been paid. (i) Representation and Warranties. On the Effective Date, the representations and warranties of each of the Lessee and the Lessor contained herein and in each of the other Operative Documents shall be true and correct in all material respects as though made on and as of such date, except to the extent such representations or warranties relate solely to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date. (j) Litigation. On the Effective Date, there shall not be any actions, suits or proceedings pending or, to the knowledge of the Lessee threatened with respect to the 7

Lessee (i) that are reasonably likely to have a material adverse effect on the Equipment or (ii) that question the validity of the Operative Documents or the rights or remedies of the Lessor or the Lenders with respect to the Lessee or such Equipment under the Operative Documents. (k) Credit Agreements. The Credit Agreements and all documents to be executed in connection therewith shall have been executed and delivered by all of the parties thereto, all amounts required to be funded thereunder as of the Effective Date shall have been fully disbursed and no Event of Default shall have occurred and be continuing under either of the Credit Agreements. SECTION 6.2 Conditions to the Purchase of the Equipment. The obligation of the Lessor to purchase the Equipment on the Effective Date and to pay the Purchase Price payable for the Equipment on the Effective Date, and the obligation of the Lenders to make the Loans on the Effective Date, are subject to satisfaction or waiver of the following conditions precedent (it being understood that the Lessor's obligations to acquire such Equipment shall not be subject to the conditions precedent set forth in this Section 6.2 and Section 6.1 above to the extent such conditions are actions required of the Lessor): (a) Impositions. All Impositions in connection with the execution, delivery, recording, filing and registration of the Operative Documents shall have been paid or provisions for such payment shall have been made by the Lessee to the satisfaction of the Lessor and the Agent.

Lessee (i) that are reasonably likely to have a material adverse effect on the Equipment or (ii) that question the validity of the Operative Documents or the rights or remedies of the Lessor or the Lenders with respect to the Lessee or such Equipment under the Operative Documents. (k) Credit Agreements. The Credit Agreements and all documents to be executed in connection therewith shall have been executed and delivered by all of the parties thereto, all amounts required to be funded thereunder as of the Effective Date shall have been fully disbursed and no Event of Default shall have occurred and be continuing under either of the Credit Agreements. SECTION 6.2 Conditions to the Purchase of the Equipment. The obligation of the Lessor to purchase the Equipment on the Effective Date and to pay the Purchase Price payable for the Equipment on the Effective Date, and the obligation of the Lenders to make the Loans on the Effective Date, are subject to satisfaction or waiver of the following conditions precedent (it being understood that the Lessor's obligations to acquire such Equipment shall not be subject to the conditions precedent set forth in this Section 6.2 and Section 6.1 above to the extent such conditions are actions required of the Lessor): (a) Impositions. All Impositions in connection with the execution, delivery, recording, filing and registration of the Operative Documents shall have been paid or provisions for such payment shall have been made by the Lessee to the satisfaction of the Lessor and the Agent. (b) Appraisal. On or prior to the Effective Date, the Lessor and the Agent shall have received an Appraisal of the Equipment, which Appraisal shall show that, as of the Effective Date, the Fair Market Sales Value of the Equipment is not less than 100% of the Purchase Price being paid for the Equipment. (c) Governmental Approvals. All necessary Governmental Actions required by any Requirement of Law or any Equipment Legal Requirements for the purpose of authorizing the Lessor to acquire the Equipment shall have been obtained or made and be in full force and effect. (d) Litigation. No action or proceeding shall have been instituted, nor shall any action or proceeding be threatened, before any Governmental Authority, nor shall any order, judgment or decree have been issued or proposed to be issued by any Governmental Authority either (i) to set aside, restrain, enjoin or prevent the full performance of this Participation Agreement, any other Operative Document or any transaction contemplated 8

hereby or thereby, or (ii) which is reasonably likely to cause or create a Material Adverse Effect on the Lessee or cause or create a material adverse effect on the Equipment. (e) Requirements of Law. In the reasonable opinion of the Lessor, the Agent and their respective counsel, the transactions contemplated by the Operative Documents do not and will not violate in any material respect any Requirement of Law and do not and will not subject the Lessor, the Agent and their respective counsel to any adverse regulatory prohibitions or constraints. (f) Responsible Officer's Certificate. The Lessor and the Agent shall each have received a Responsible Officer's Certificate of the Lessee, in substantially the form of Exhibit C attached hereto, dated as of the Effective Date, stating that (i) to such Responsible Officer's knowledge each and every representation and warranty of any Obligor contained in each Operative Document to which it is a party is true and correct in all material respects on and as of the Effective Date; (ii) to such Responsible Officer's knowledge no Default or Event of Default has occurred and is continuing under any Operative Document to which any Obligor is a party with respect to such Obligor; (iii) to such Responsible Officer's knowledge each Operative Document to which any Obligor is a party is in full force and effect with respect to such Obligor; and (iv) each Obligor has duly performed and complied with all conditions contained herein or in any other Operative Document required to be performed or complied with by it on or prior to the Effective Date. (g) Evidence of Equipment Insurance. The Lessor and the Agent shall have received evidence that the insurance maintained by the Lessee with respect to such Equipment satisfies the requirements set forth in Article XIII of the Master Lease, setting forth the respective coverage, limits of liability, carrier, policy number and period of

hereby or thereby, or (ii) which is reasonably likely to cause or create a Material Adverse Effect on the Lessee or cause or create a material adverse effect on the Equipment. (e) Requirements of Law. In the reasonable opinion of the Lessor, the Agent and their respective counsel, the transactions contemplated by the Operative Documents do not and will not violate in any material respect any Requirement of Law and do not and will not subject the Lessor, the Agent and their respective counsel to any adverse regulatory prohibitions or constraints. (f) Responsible Officer's Certificate. The Lessor and the Agent shall each have received a Responsible Officer's Certificate of the Lessee, in substantially the form of Exhibit C attached hereto, dated as of the Effective Date, stating that (i) to such Responsible Officer's knowledge each and every representation and warranty of any Obligor contained in each Operative Document to which it is a party is true and correct in all material respects on and as of the Effective Date; (ii) to such Responsible Officer's knowledge no Default or Event of Default has occurred and is continuing under any Operative Document to which any Obligor is a party with respect to such Obligor; (iii) to such Responsible Officer's knowledge each Operative Document to which any Obligor is a party is in full force and effect with respect to such Obligor; and (iv) each Obligor has duly performed and complied with all conditions contained herein or in any other Operative Document required to be performed or complied with by it on or prior to the Effective Date. (g) Evidence of Equipment Insurance. The Lessor and the Agent shall have received evidence that the insurance maintained by the Lessee with respect to such Equipment satisfies the requirements set forth in Article XIII of the Master Lease, setting forth the respective coverage, limits of liability, carrier, policy number and period of coverage. (h) No Material Adverse Change. As of the Effective Date, there shall not have occurred any material adverse change in the Equipment or in the businesses or results of operations, or in the actual or prospective financial or other condition of, the Lessee, the Subsidiary Guarantors and their respective Subsidiaries, taken as a whole, from that set forth in the financial statements submitted under Section 7.2 of the Mail-Well Credit Agreement. (i) Bill of Sale. On the Effective Date, the Lessor shall have received a Bill of Sale and Assignment ("Bill of Sale") with respect to the Equipment being purchased, conveying marketable title to such Equipment to the Lessor and containing all customary seller's warranties free and clear of all encumbrances whatsoever. The Bill of Sale shall 9 be in the form of Exhibit D, attached hereto, duly executed by the Lessee, as the seller thereunder. (j) Financing Statements. On or prior to the Effective Date, the Lessor and the Lessee shall have delivered to the Agent all Financing Statements relating to the Equipment as the Agent may reasonably request in order to protect the Lessor's interest under the Master Lease relating to the Equipment to the extent the Master Lease constitutes a security agreement and to protect the Agent's security interest in the Equipment and other Collateral pursuant to the Operative Documents; and the Agent shall have received evidence reasonably satisfactory to it that each of the Financing Statements has been, or are being, recorded in a manner sufficient to properly secure each of their interests therein. (k) Title Representations. Title to the Equipment shall conform to the representations and warranties set forth in Section 7.1 below. (l) No Default. There shall not have occurred and be continuing any Default or Event of Default under any of the Operative Documents, and no Default or Event of Default under any of the Operative Documents will have occurred after giving effect to the acquisition of the Equipment requested by such Funding Request. All documents and instruments required to be delivered on the Effective Date shall be delivered at the offices of Jenkens & Gilchrist, a Professional Corporation, Fountain Place, 1445 Ross Avenue, Suite 3200, Dallas, Texas 75202- 2799, Attention: William A. Thau, Esquire, or at such other location as may be determined by the Lessor, the Agent and the Lessee. SECTION 6.3 Substitution of Equipment. The Lessee shall have the right from time to time to release items of

be in the form of Exhibit D, attached hereto, duly executed by the Lessee, as the seller thereunder. (j) Financing Statements. On or prior to the Effective Date, the Lessor and the Lessee shall have delivered to the Agent all Financing Statements relating to the Equipment as the Agent may reasonably request in order to protect the Lessor's interest under the Master Lease relating to the Equipment to the extent the Master Lease constitutes a security agreement and to protect the Agent's security interest in the Equipment and other Collateral pursuant to the Operative Documents; and the Agent shall have received evidence reasonably satisfactory to it that each of the Financing Statements has been, or are being, recorded in a manner sufficient to properly secure each of their interests therein. (k) Title Representations. Title to the Equipment shall conform to the representations and warranties set forth in Section 7.1 below. (l) No Default. There shall not have occurred and be continuing any Default or Event of Default under any of the Operative Documents, and no Default or Event of Default under any of the Operative Documents will have occurred after giving effect to the acquisition of the Equipment requested by such Funding Request. All documents and instruments required to be delivered on the Effective Date shall be delivered at the offices of Jenkens & Gilchrist, a Professional Corporation, Fountain Place, 1445 Ross Avenue, Suite 3200, Dallas, Texas 75202- 2799, Attention: William A. Thau, Esquire, or at such other location as may be determined by the Lessor, the Agent and the Lessee. SECTION 6.3 Substitution of Equipment. The Lessee shall have the right from time to time to release items of the Equipment (the "Released Equipment") and substitute items of other equipment the "Substituted Equipment") hereunder and under the other Operative Documents, subject in each case to the approval of the Agent in its discretion, and subject further to the satisfaction of each of the following conditions: (a) Appraisal. The Agent shall have received an Appraisal of the Substituted Equipment which shows that, as of the effective date of the proposed substitution, the Fair Market Sales Value of the Substituted Equipment is not less than one hundred percent (100%) of the Purchase Price allocated to the Released Equipment being released. (b) Type and Location of Substituted Equipment. The Substituted Equipment shall be of the same type as the Released Equipment, shall be in first-class repair and condition, and shall have a useful life which is not less than the remaining useful life of 10

the Released Equipment. The Lessee may not substitute more than two (2) items of Substituted Equipment for each item of Released Equipment. All Substituted Equipment shall be located within the United States. (c) Satisfaction of Conditions. The Substituted Equipment shall satisfy and be in compliance with all provisions applicable to the Released Equipment in the Operative Documents, including without limitation the terms and conditions set forth herein. (d) Required Documentation. The substitution of the Substituted Equipment shall be expressly subject to, and shall occur only upon, the delivery to and approval by the Agent and the Agent's legal counsel of all supplements and modifications to the Operative Documents and other instruments and agreements as such counsel shall deem necessary or appropriate for the purpose of effecting such substitution and establishing, preserving and protecting all of the rights, interests, liens and security interests of the Agent in and to the Equipment (exclusive of the Released Equipment) and the Substituted Equipment under the Operative Documents. Without limitation of the foregoing, the Lessee shall convey good and marketable title to the Lessor free of all Liens and subject to the security interest of the Lessor's First Security Agreement and the Lessor's Second Security Agreement, such conveyance to be made by a bill of sale in the form of the Bill of Sale. (e) Expenses. All costs and expenses of whatever kind or character incurred by the Agent in connection with the substitution of the Substituted Equipment, including without limitation the fees of the Appraiser, the cost of obtaining an Environmental Certificate, the Agent's legal fees, and all filing and recording fees and charges, shall be paid by the Lessee.

the Released Equipment. The Lessee may not substitute more than two (2) items of Substituted Equipment for each item of Released Equipment. All Substituted Equipment shall be located within the United States. (c) Satisfaction of Conditions. The Substituted Equipment shall satisfy and be in compliance with all provisions applicable to the Released Equipment in the Operative Documents, including without limitation the terms and conditions set forth herein. (d) Required Documentation. The substitution of the Substituted Equipment shall be expressly subject to, and shall occur only upon, the delivery to and approval by the Agent and the Agent's legal counsel of all supplements and modifications to the Operative Documents and other instruments and agreements as such counsel shall deem necessary or appropriate for the purpose of effecting such substitution and establishing, preserving and protecting all of the rights, interests, liens and security interests of the Agent in and to the Equipment (exclusive of the Released Equipment) and the Substituted Equipment under the Operative Documents. Without limitation of the foregoing, the Lessee shall convey good and marketable title to the Lessor free of all Liens and subject to the security interest of the Lessor's First Security Agreement and the Lessor's Second Security Agreement, such conveyance to be made by a bill of sale in the form of the Bill of Sale. (e) Expenses. All costs and expenses of whatever kind or character incurred by the Agent in connection with the substitution of the Substituted Equipment, including without limitation the fees of the Appraiser, the cost of obtaining an Environmental Certificate, the Agent's legal fees, and all filing and recording fees and charges, shall be paid by the Lessee. ARTICLE VII REPRESENTATIONS SECTION 7.1 Representations of the Guarantors. Each of the Guarantors hereby represents and warrants to each Lender, the Lessor and the Agent as of the date hereof and the Effective Date that: (a) Organization, etc. Each Guarantor and its respective Subsidiaries is a corporation (or a limited liability company, as applicable) duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation, and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the 11

nature of its business requires such qualification, except to the extent that failure to so qualify to do business in such jurisdiction would not have a Material Adverse Effect on the Guarantors taken as a whole. Each of the Guarantors has full corporate power and authority and holds all requisite governmental licenses, permits and other approvals to enter into and perform its obligations under this Participation Agreement and each other Operative Document to which it is a party and to own and hold under lease its Equipment and to conduct its business substantially as currently conducted by it. (b) Due Authorization, Non-Contravention, etc. The execution, delivery and performance by the Guarantors of this Participation Agreement and each other Operative Document executed or to be executed by it are within such Person's corporate powers, have been duly authorized by all necessary corporate action, and do not (i) contravene such Person's Organic Documents; (ii) contravene any material contractual restriction (including any restriction set forth in the Credit Agreements or the other Credit Documents and any covenant relating to the incurrence of Indebtedness, which restrictions the Guarantors hereby acknowledge are material), law or governmental regulation or court decree or order binding on or affecting the Guarantors; or (iii) result in, or require the creation or imposition of, any Lien (other than Lessor Liens) on any of the Guarantors' property (including the Equipment), except for the Permitted Liens as defined in the Mail-Well Credit Agreement.

nature of its business requires such qualification, except to the extent that failure to so qualify to do business in such jurisdiction would not have a Material Adverse Effect on the Guarantors taken as a whole. Each of the Guarantors has full corporate power and authority and holds all requisite governmental licenses, permits and other approvals to enter into and perform its obligations under this Participation Agreement and each other Operative Document to which it is a party and to own and hold under lease its Equipment and to conduct its business substantially as currently conducted by it. (b) Due Authorization, Non-Contravention, etc. The execution, delivery and performance by the Guarantors of this Participation Agreement and each other Operative Document executed or to be executed by it are within such Person's corporate powers, have been duly authorized by all necessary corporate action, and do not (i) contravene such Person's Organic Documents; (ii) contravene any material contractual restriction (including any restriction set forth in the Credit Agreements or the other Credit Documents and any covenant relating to the incurrence of Indebtedness, which restrictions the Guarantors hereby acknowledge are material), law or governmental regulation or court decree or order binding on or affecting the Guarantors; or (iii) result in, or require the creation or imposition of, any Lien (other than Lessor Liens) on any of the Guarantors' property (including the Equipment), except for the Permitted Liens as defined in the Mail-Well Credit Agreement. (c) Government Approval, Regulation, etc. No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or other Person is required for the due execution, delivery or performance by the Lessee or any other Obligors of this Participation Agreement, or any other Operative Document to which it is a party, other than authorizations or approvals that have been received and notices and filings that have been made. None of the Guarantors nor any of their respective Subsidiaries is an "investment company" within the meaning of the Investment Company Act of 1940, as amended. (d) Validity, etc. This Participation Agreement constitutes and each other Operative Document executed by the Lessee and the other Obligors will, on the due execution and delivery thereof, constitute, the legal, valid and binding obligations of such Person enforceable in accordance' with their respective terms, and each Operative Document executed pursuant hereto will, on the due execution and delivery thereof, be the legal, valid and binding obligation of the Lessee or such other Obligor enforceable in accordance with 12

its terms, subject, in each case, as to enforceability, to bankruptcy, insolvency, reorganization and other similar laws affecting enforcement of creditor rights generally (insofar as any such law relates to the bankruptcy, insolvency, reorganization or similar event of any Obligor) and, as to the availability of specific performance or other injunctive relief, the discretionary power of a court to deny such relief when damages are considered an adequate remedy at law. (e) Equipment. The Equipment complies in all material respects with all Equipment Legal Requirements and Insurance Requirements with respect to which the failure to comply could reasonably be expected to have a Material Adverse Effect. (f) Bill of Sale. The Bill of Sale is in form and substance sufficient to convey to the Lessor good and marketable title to the Equipment, subject to no liens or encumbrances whatsoever. (g) Use of Loans and Proceeds. No part of any Advance will be used directly or indirectly for the purpose of purchasing or carrying, or for payment in full or in part of Indebtedness that was incurred for the purposes of purchasing or carrying, any margin security as such term is defined in Section 207.2 of Regulation G of the F.R.S. Board (12 C.F.R., Chapter II, Part 207). (h) Representations and Warranties. The representations and warranties of the Guarantors set forth in the Operative Documents are and shall be true and correct on and as of the Effective Date. Each of the Guarantors is in full compliance with its obligations under the Operative Documents to which it is a party and there exists no

its terms, subject, in each case, as to enforceability, to bankruptcy, insolvency, reorganization and other similar laws affecting enforcement of creditor rights generally (insofar as any such law relates to the bankruptcy, insolvency, reorganization or similar event of any Obligor) and, as to the availability of specific performance or other injunctive relief, the discretionary power of a court to deny such relief when damages are considered an adequate remedy at law. (e) Equipment. The Equipment complies in all material respects with all Equipment Legal Requirements and Insurance Requirements with respect to which the failure to comply could reasonably be expected to have a Material Adverse Effect. (f) Bill of Sale. The Bill of Sale is in form and substance sufficient to convey to the Lessor good and marketable title to the Equipment, subject to no liens or encumbrances whatsoever. (g) Use of Loans and Proceeds. No part of any Advance will be used directly or indirectly for the purpose of purchasing or carrying, or for payment in full or in part of Indebtedness that was incurred for the purposes of purchasing or carrying, any margin security as such term is defined in Section 207.2 of Regulation G of the F.R.S. Board (12 C.F.R., Chapter II, Part 207). (h) Representations and Warranties. The representations and warranties of the Guarantors set forth in the Operative Documents are and shall be true and correct on and as of the Effective Date. Each of the Guarantors is in full compliance with its obligations under the Operative Documents to which it is a party and there exists no Default or Event of Default under the Master Lease, the Guaranty, or the Credit Agreements, or, to the knowledge of any Guarantor, any other Operative Document. No Default or Event of Default under the Master Lease, the Guaranty, the Credit Agreements or, to the knowledge of the Guarantors, any other Operative Document, will occur as a result of, or after giving effect to, the Advances requested by the Funding Request on the Effective Date. (i) Title; Liens. The Lessee has, and is conveying to the Lessor pursuant to the Bill of Sale, good and marketable title to all of the Equipment, free and clear of all liens or other encumbrances whatsoever; and has the full right, title and authority to enter into and deliver the Bill of Sale, the Master Lease and all other Operative Documents. None of the Guarantors has caused, permitted or suffered any Liens to be placed against the Equipment except the Lessor Liens. 13 (j) Advances. The total amount of the Advances requested for the payment of the Purchase Price payable by Lessor for the Equipment is not greater than the Fair Market Sales Value of the Equipment. (k) Mail-Well Credit Agreement. Each of the representations and warranties of the Guarantors contained in Article VII of the Mail-Well Credit Agreement is true and correct in all material respects on the date hereof, and each such representation and warranty is hereby incorporated by reference in this Agreement to the same extent as if fully set forth herein. SECTION 7.2 Representations of the Lessor. The Lessor represents and warrants to each of the other parties hereto as follows: (a) Due Organization, etc. It is a corporation duly organized and validly existing and in good standing under the laws of the State of Delaware and has the corporate power and authority to enter into and perform its obligations under this Participation Agreement and to act as the Lessor and to enter into and perform the obligations under each of the other Operative Documents to which the Lessor is or will be a party, and each other agreement, instrument and document to be executed and delivered by it in connection with or as contemplated by each such Operative Document to which the Lessor is or will be a party. (b) Authorization; No Conflict. The execution, delivery and performance of each Operative Document to which it is or will be a party has been duly authorized by all necessary action on its part and neither the execution and delivery thereof, nor the consummation of the transactions contemplated thereby, nor compliance by it with any of the terms and provisions thereof (i) does or will require any approval or consent of any trustee or holders of any of its indebtedness or obligations, (ii) does or will contravene any current United States law, governmental rule or

(j) Advances. The total amount of the Advances requested for the payment of the Purchase Price payable by Lessor for the Equipment is not greater than the Fair Market Sales Value of the Equipment. (k) Mail-Well Credit Agreement. Each of the representations and warranties of the Guarantors contained in Article VII of the Mail-Well Credit Agreement is true and correct in all material respects on the date hereof, and each such representation and warranty is hereby incorporated by reference in this Agreement to the same extent as if fully set forth herein. SECTION 7.2 Representations of the Lessor. The Lessor represents and warrants to each of the other parties hereto as follows: (a) Due Organization, etc. It is a corporation duly organized and validly existing and in good standing under the laws of the State of Delaware and has the corporate power and authority to enter into and perform its obligations under this Participation Agreement and to act as the Lessor and to enter into and perform the obligations under each of the other Operative Documents to which the Lessor is or will be a party, and each other agreement, instrument and document to be executed and delivered by it in connection with or as contemplated by each such Operative Document to which the Lessor is or will be a party. (b) Authorization; No Conflict. The execution, delivery and performance of each Operative Document to which it is or will be a party has been duly authorized by all necessary action on its part and neither the execution and delivery thereof, nor the consummation of the transactions contemplated thereby, nor compliance by it with any of the terms and provisions thereof (i) does or will require any approval or consent of any trustee or holders of any of its indebtedness or obligations, (ii) does or will contravene any current United States law, governmental rule or regulation relating to its corporate power and authority, (iii) does or will contravene or result in any breach of or constitute any default under, or result in the creation of any Lien upon any of its property under, its articles of incorporation or corporate by- laws, or any indenture, mortgage, deed of trust, conditional sales contract, credit agreement or other agreement or instrument to which it is a party or by which it or its property may be bound or affected or (iv) does or will require any Governmental Action by any Governmental Authority of the United States and regulating its corporate power and authority. (c) Enforceability, etc. This Participation Agreement and each other Operative Document to which the Lessor is or will be a party have been, or on or before the Effective Date on which such Operative Agreement is to be signed will be duly executed and delivered by the Lessor, and this Participation Agreement and each such other Operative Document 14

to which the Lessor is a party constitutes, or upon execution and delivery will constitute, a legal, valid and binding obligation enforceable against the Lessor in accordance with the terms thereof. (d) Assignment. It has not assigned or transferred any of its right, title or interest in or under the Master Lease or this Participation Agreement except in accordance with the Operative Documents. (e) Defaults. No Default or Event of Default under the Operative Documents attributable to it has occurred and is continuing. (f) Use of Proceeds. The proceeds of the Financing Loans and the Equity Loans shall be applied by the Lessor solely in accordance with the provisions of the Operative Documents. (g) Chief Place of Business. The Lessor's chief place of business, chief executive office and office where the documents, accounts and records relating to the transactions contemplated by this Participation Agreement and each other Operative Document are kept are located at its address set forth in Schedule IV attached hereto. ARTICLE VIII PAYMENT OF CERTAIN EXPENSES The Lessee agrees, for the benefit of the Lessor, the Lenders and the Agent that:

to which the Lessor is a party constitutes, or upon execution and delivery will constitute, a legal, valid and binding obligation enforceable against the Lessor in accordance with the terms thereof. (d) Assignment. It has not assigned or transferred any of its right, title or interest in or under the Master Lease or this Participation Agreement except in accordance with the Operative Documents. (e) Defaults. No Default or Event of Default under the Operative Documents attributable to it has occurred and is continuing. (f) Use of Proceeds. The proceeds of the Financing Loans and the Equity Loans shall be applied by the Lessor solely in accordance with the provisions of the Operative Documents. (g) Chief Place of Business. The Lessor's chief place of business, chief executive office and office where the documents, accounts and records relating to the transactions contemplated by this Participation Agreement and each other Operative Document are kept are located at its address set forth in Schedule IV attached hereto. ARTICLE VIII PAYMENT OF CERTAIN EXPENSES The Lessee agrees, for the benefit of the Lessor, the Lenders and the Agent that: SECTION 8.1. Transaction Expenses. (a) The Lessee shall pay, or cause to be paid, from time to time all Transaction Expenses in respect of the transactions on the Effective Date; provided, however, that, if the Lessee has not received written invoices therefor prior to such date, such Transaction Expenses shall be paid within thirty (30) days after the Lessee has received written invoices therefor. (b) The Lessee shall pay or cause to be paid (i) the initial and annual fee of the Lessor and all other costs and fees provided in the Lessor's Fee Letter and all reasonable out-of-pocket expenses of the Lessor (including reasonable counsel fees and expenses) or any successor Lessor for acting as Lessor, (ii) all Transaction Expenses incurred by the Lessor, the Lessee or the Agent in connection with any purchase of the Equipment by the Lessee or 15

other Person pursuant to Articles XVIII and XXI of the Master Lease, and (iii) all Transaction Expenses incurred by any of the other parties hereto in respect of the enforcement of any of their rights or remedies against the Lessee or any other Affiliate of the Lessee in respect of the Operative Documents. SECTION 8.2. Brokers' Fees and Stamp Taxes. The Lessee shall pay or cause to be paid not later than the Effective Date any brokers' fees and any and all sales, excise, stamp, transfer and other similar taxes, fees and charges, if any, including any interest and penalties, which are payable in connection with the transactions contemplated by this Participation Agreement and the other Operative Documents. SECTION 8.3. Loan Agreement and Related Obligations. The Lessee shall pay, before the due date thereof, all costs, expenses and other amounts (other than principal and interest on the Loans which are payable to the extent otherwise required by the Operative Documents) required to be paid by the Lessor under the Loan Agreement and the Assignment of Lease and Rent. ARTICLE IX AFFIRMATIVE AND NEGATIVE COVENANTS SECTION 9.1. Mail-Well Credit Agreement. Each of the Lessee and each Subsidiary Guarantor hereby agrees

other Person pursuant to Articles XVIII and XXI of the Master Lease, and (iii) all Transaction Expenses incurred by any of the other parties hereto in respect of the enforcement of any of their rights or remedies against the Lessee or any other Affiliate of the Lessee in respect of the Operative Documents. SECTION 8.2. Brokers' Fees and Stamp Taxes. The Lessee shall pay or cause to be paid not later than the Effective Date any brokers' fees and any and all sales, excise, stamp, transfer and other similar taxes, fees and charges, if any, including any interest and penalties, which are payable in connection with the transactions contemplated by this Participation Agreement and the other Operative Documents. SECTION 8.3. Loan Agreement and Related Obligations. The Lessee shall pay, before the due date thereof, all costs, expenses and other amounts (other than principal and interest on the Loans which are payable to the extent otherwise required by the Operative Documents) required to be paid by the Lessor under the Loan Agreement and the Assignment of Lease and Rent. ARTICLE IX AFFIRMATIVE AND NEGATIVE COVENANTS SECTION 9.1. Mail-Well Credit Agreement. Each of the Lessee and each Subsidiary Guarantor hereby agrees that so long as this Participation Agreement is in effect, the Lessee and the Subsidiary Guarantors shall comply with each of the covenants set forth in Articles 8, 9 and 10 of the Mail-Well Credit Agreement to the same extent as if each of such covenants were set forth herein verbatim for the benefit of the Lessor, the Lenders and the Agent (and all such covenants are hereby fully incorporated by reference). In the event that the Mail-Well Credit Agreement shall cease to remain in effect for any reason whatsoever during the term hereof, the covenants incorporated herein by reference shall nevertheless continue in full force and effect as obligations of the Lessee and each Subsidiary Guarantor under this Participation Agreement. ARTICLE X LESSEE DIRECTIONS; CERTAIN RIGHTS OF LESSEE SECTION 10.1. Lessee Directions. The Lessor, the Agent, the Financing Lenders, the Equity Lenders, and the Lessee hereby agree that, so long as no Lease Default or Lease Event of Default exists, the Lessee shall have the exclusive right to exercise any right of the Lessor under the Loan Agreement upon not less than two (2) Business Days' prior written notice from the Lessee to 16

the Lessor, unless the Lessor objects to such exercise within two (2) Business Days of receipt of such notice. ARTICLE XI YIELD PROTECTION AND ILLEGALITY SECTION 11.1. Additional Costs. (a) Subject to Section 12.6 herein, the Lessor shall pay directly to each Lender from time to time, promptly upon the request of such Lender, the costs incurred by such Lender which such Lender determines are attributable to its making or maintaining of any Eurodollar Loans hereunder or its obligation to make any of such Loans hereunder, or any reduction in any amount receivable by such Lender hereunder in respect of any such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called Additional Costs"), resulting from any Regulatory Change which: (i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or its Notes in respect of any of such Loans (other than taxes imposed on the overall net income of such Lender or its Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender has its principal office

the Lessor, unless the Lessor objects to such exercise within two (2) Business Days of receipt of such notice. ARTICLE XI YIELD PROTECTION AND ILLEGALITY SECTION 11.1. Additional Costs. (a) Subject to Section 12.6 herein, the Lessor shall pay directly to each Lender from time to time, promptly upon the request of such Lender, the costs incurred by such Lender which such Lender determines are attributable to its making or maintaining of any Eurodollar Loans hereunder or its obligation to make any of such Loans hereunder, or any reduction in any amount receivable by such Lender hereunder in respect of any such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called Additional Costs"), resulting from any Regulatory Change which: (i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or its Notes in respect of any of such Loans (other than taxes imposed on the overall net income of such Lender or its Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office); (ii) imposes or modifies any reserve, special deposit, minimum capital, capital ratio or similar requirement relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (including any of such Loans or any deposits referred to in the definition of "Eurodollar Rate", but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Rate); or (iii) imposes any other condition affecting this Agreement or the Notes or any of such extensions of credit or liabilities or commitments. Each Lender will notify the Lessor (with a copy to the Agent) of any event occurring after the Effective Date which will entitle such Lender to compensation pursuant to this Section 11.1 (a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the Lessor) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, violate any law, 17 rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Lessor with a certificate setting forth the basis and the amount of each request of such Lender for compensation under this Section 11.1(a). If any Lender requests compensation from the Lessor under this Section 11.1(a), the Lessor may, by notice to such Lender (with a copy to the Agent), suspend the obligation of such Lender to make or continue making, or convert Prime Rate Loans into, Eurodollar Loans until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 11.4 hereof shall be applicable). (b) Without limiting the effect of the foregoing provisions of this Section 11.1, in the event that, by reason of any Regulatory Change, any Lender either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender which includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender which includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the Lessor (with a copy to the Agent), the obligation of such Lender to make or continue making, or convert Prime Rate Loans into, Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 11.4 hereof shall be applicable).

rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Lessor with a certificate setting forth the basis and the amount of each request of such Lender for compensation under this Section 11.1(a). If any Lender requests compensation from the Lessor under this Section 11.1(a), the Lessor may, by notice to such Lender (with a copy to the Agent), suspend the obligation of such Lender to make or continue making, or convert Prime Rate Loans into, Eurodollar Loans until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 11.4 hereof shall be applicable). (b) Without limiting the effect of the foregoing provisions of this Section 11.1, in the event that, by reason of any Regulatory Change, any Lender either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender which includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender which includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the Lessor (with a copy to the Agent), the obligation of such Lender to make or continue making, or convert Prime Rate Loans into, Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 11.4 hereof shall be applicable). (c) Determinations and allocations by any Lender for purposes of this Section 11.1 of the effect of any Regulatory Change on its costs of maintaining its obligation to make Loans or of making or maintaining Loans or on amounts receivable by it in respect of Loans, and of the additional amounts required to compensate such Lender in respect of any Additional Costs, shall be conclusive in the absence of manifest error, provided that such determinations and allocations are made on a reasonable basis. SECTION 11.2. Limitation on Types of Loans. Anything herein to the contrary notwithstanding, if with respect to any Eurodollar Loans for any Interest Period therefor: (a) The Agent determines (which determination shall be conclusive absent manifest error) that quotations of interest rates for the relevant deposits referred to in the definition of "Eurodollar Rate" are not being provided in the relative amounts or for the relative maturities for purposes of determining the rate of interest for such Loans as provided in this Agreement; or (b) The Required Participants determine (which determination shall be conclusive absent manifest error) and notify the Agent that the relevant rates of interest referred to in 18

the definition of "Eurodollar Rate" or "Adjusted Eurodollar Rate" on the basis of which the rate of interest for such Loans for such Interest Period is to be determined do not accurately reflect the cost to the Lenders of making or maintaining such Loans for such Interest Period; then the Agent shall give the Lessor prompt notice thereof and, so long as such condition remains in effect, the Lenders shall be under no obligation to make Eurodollar Loans or to convert Prime Rate Loans into Eurodollar Loans and the Lessor shall, on the last day(s) of the then current Interest Period(s) for the outstanding Eurodollar Loans, either prepay such Loans or convert such Loans into Prime Rate Loans in accordance with the terms of this Agreement. SECTION 11.2. Illegality. Notwithstanding any other provision of this Agreement, in the event that it becomes unlawful for any Lender or its Applicable Lending Office to (a) honor its obligation to make Eurodollar Loans hereunder or (b) maintain Eurodollar Loans hereunder, then such Lender shall promptly notify the Lessor (with a copy to the Agent) thereof and such Lender's obligation to make or maintain Eurodollar Loans and to convert Prime Rate Loans into Eurodollar Loans hereunder shall be suspended until such time as such Lender may again make and maintain Eurodollar Loans (in which case the provisions of Section 11.4 hereof shall be applicable). SECTION 11.4. Treatment of Affected Loans. If the obligation of any Lender to make or continue making, or to

the definition of "Eurodollar Rate" or "Adjusted Eurodollar Rate" on the basis of which the rate of interest for such Loans for such Interest Period is to be determined do not accurately reflect the cost to the Lenders of making or maintaining such Loans for such Interest Period; then the Agent shall give the Lessor prompt notice thereof and, so long as such condition remains in effect, the Lenders shall be under no obligation to make Eurodollar Loans or to convert Prime Rate Loans into Eurodollar Loans and the Lessor shall, on the last day(s) of the then current Interest Period(s) for the outstanding Eurodollar Loans, either prepay such Loans or convert such Loans into Prime Rate Loans in accordance with the terms of this Agreement. SECTION 11.2. Illegality. Notwithstanding any other provision of this Agreement, in the event that it becomes unlawful for any Lender or its Applicable Lending Office to (a) honor its obligation to make Eurodollar Loans hereunder or (b) maintain Eurodollar Loans hereunder, then such Lender shall promptly notify the Lessor (with a copy to the Agent) thereof and such Lender's obligation to make or maintain Eurodollar Loans and to convert Prime Rate Loans into Eurodollar Loans hereunder shall be suspended until such time as such Lender may again make and maintain Eurodollar Loans (in which case the provisions of Section 11.4 hereof shall be applicable). SECTION 11.4. Treatment of Affected Loans. If the obligation of any Lender to make or continue making, or to convert Prime Rate Loans into, Eurodollar Loans is suspended pursuant to Section 11.1 or 11.3 hereof, such Lender's Eurodollar Loans shall be automatically converted into Prime Rate Loans on the last day(s) of the then current Interest Period(s) for the Eurodollar Loans (or, in the case of a conversion required by Section 11.1(b) or 11.3 hereof, on such earlier date as such Lender may specify to the Lessor with a copy to the Agent) and, unless and until such Lender gives notice as provided below that the circumstances specified in Section 11.1 or 11.3 hereof which gave rise to such conversion no longer exist: (a) To the extent that such Lender's Eurodollar Loans have been so converted, all payments and prepayments of principal which would otherwise be applied to such Lender's Eurodollar Loans shall be applied instead to its Prime Rate Loans; and (b) All Loans which would otherwise be made or continued by such Lender as Eurodollar Loans shall be made as or converted into Prime Rate Loans and all Loans of such Lender which would otherwise be converted into Eurodollar Loans shall be converted instead into (or shall remain as) Prime Rate Loans . If such Lender gives notice to the Lessor (with a copy to the Agent) that the circumstances specified in Section 11.1 or 11.3 hereof which gave rise to the conversion of such Lender's Eurodollar Loans pursuant to this Section 11.4 no longer exist (which such Lender agrees to do promptly upon such circumstances ceasing to exist) at a time when Eurodollar Loans are outstanding, such Lender's 19

Participation Agreement Prime Rate Loans shall be automatically converted, on the first day(s) of the next succeeding Interest Period(s) for such outstanding Eurodollar Loans, to the extent necessary so that, after giving effect thereto, all Loans held by the Lenders holding Eurodollar Loans and by such Lender are held pro rata (as to principal amounts, Types and Interest Periods) in accordance with their respective Commitments. SECTION 11.5. Compensation. Subject to Section 12.6 herein, the Lessor shall pay to the Agent for the account of each Lender, promptly upon the request of such Lender through the Agent, such amount or amounts as shall be sufficient (in the reasonable opinion of such Lender) to compensate it for any loss, cost or expense incurred by it as a result of: (a) Any payment, prepayment or conversion of a Eurodollar Loan for any reason (including, without limitation, the acceleration of the outstanding Loans) on a date other than the last day of an Interest Period for such Loan; or (b) Any failure by the Lessor for any reason (including, without limitation, the failure of any conditions to be

Participation Agreement Prime Rate Loans shall be automatically converted, on the first day(s) of the next succeeding Interest Period(s) for such outstanding Eurodollar Loans, to the extent necessary so that, after giving effect thereto, all Loans held by the Lenders holding Eurodollar Loans and by such Lender are held pro rata (as to principal amounts, Types and Interest Periods) in accordance with their respective Commitments. SECTION 11.5. Compensation. Subject to Section 12.6 herein, the Lessor shall pay to the Agent for the account of each Lender, promptly upon the request of such Lender through the Agent, such amount or amounts as shall be sufficient (in the reasonable opinion of such Lender) to compensate it for any loss, cost or expense incurred by it as a result of: (a) Any payment, prepayment or conversion of a Eurodollar Loan for any reason (including, without limitation, the acceleration of the outstanding Loans) on a date other than the last day of an Interest Period for such Loan; or (b) Any failure by the Lessor for any reason (including, without limitation, the failure of any conditions to be satisfied) to borrow, convert or prepay a Eurodollar Loan on the date for such borrowing, conversion or prepayment specified in the relevant notice of borrowing, prepayment or conversion under this Agreement. SECTION 11.6. Capital Adequacy. If, after the Effective Date, any Lender shall have determined that the adoption or implementation of any applicable law, rule or regulation regarding capital adequacy (including, without limitation, any law, rule or regulation implementing the Basle Accord), or any change therein, or any change in the interpretation or administration thereof by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or compliance by such Lender (or its parent) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any central bank or other Governmental Authority (including, without limitation, any guideline or other requirement implementing the Basle Accord), has or would have the effect of reducing the rate of return on such Lender's (or its parent's) capital as a consequence of its obligations hereunder or the transactions contemplated hereby to a level below that which such Lender (or its parent) could have achieved but for such adoption, implementation, change or compliance (taking into consideration such Lender's policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time, within ten Business Days after demand by such Lender (with a copy to the Agent), the Lessor shall pay to such Lender such additional amount or amounts as will compensate such Lender (or its parent) for such reduction. A certificate of such Lender claiming compensation under this Section 11.6 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive absent manifest error, provided that the determination thereof is made on a reasonable basis. In determining such amount or amounts, such Lender may use any reasonable averaging and attribution methods. 20

Participation Agreement SECTION 11.7. Additional Interest on Eurodollar Loans. The Lessor shall pay, directly to each Lender from time to time, additional interest on the unpaid principal amount of each Eurodollar Loan held by such Lender, from the date of the making of such Eurodollar Loan until such principal amount is paid in full, at an interest rate per annum determined by such Lender in good faith equal to the positive remainder (if any) of (a) the Adjusted Eurodollar Rate applicable to such Eurodollar Loan minus (b) the Eurodollar Rate applicable to such Eurodollar Loan. Each payment of additional interest pursuant to this Section 11.7 shall be payable by the Lessor on each date upon which interest is payable on such Eurodollar Loan; provided, however, that the Lessor shall not be obligated to make any such payment of additional interest until the first Business Day after the date when the Lessor has been informed (i) that such Lender is subject to a Reserve Requirement and (ii) of the amount of such Reserve Requirement (after which time the Lessor shall be obligated to make all such payments of additional interest, including, without limitation, such payments of additional interest that otherwise would have been payable by the Lessor on or prior to such time had the Lessor

Participation Agreement SECTION 11.7. Additional Interest on Eurodollar Loans. The Lessor shall pay, directly to each Lender from time to time, additional interest on the unpaid principal amount of each Eurodollar Loan held by such Lender, from the date of the making of such Eurodollar Loan until such principal amount is paid in full, at an interest rate per annum determined by such Lender in good faith equal to the positive remainder (if any) of (a) the Adjusted Eurodollar Rate applicable to such Eurodollar Loan minus (b) the Eurodollar Rate applicable to such Eurodollar Loan. Each payment of additional interest pursuant to this Section 11.7 shall be payable by the Lessor on each date upon which interest is payable on such Eurodollar Loan; provided, however, that the Lessor shall not be obligated to make any such payment of additional interest until the first Business Day after the date when the Lessor has been informed (i) that such Lender is subject to a Reserve Requirement and (ii) of the amount of such Reserve Requirement (after which time the Lessor shall be obligated to make all such payments of additional interest, including, without limitation, such payments of additional interest that otherwise would have been payable by the Lessor on or prior to such time had the Lessor been earlier informed). ARTICLE XII INDEMNIFICATION SECTION 12.1. General Indemnification. The Lessee agrees, whether or not any of the transactions contemplated hereby shall be consummated, to assume liability for, and to indemnify, protect, defend, save and keep harmless each Indemnitee, from and against, any and all Claims that may be imposed on, incurred by or asserted against such Indemnitee (whether because of action or omission by such Indemnitee or otherwise), whether or not such Indemnitee shall also be indemnified as to any such Claim by any other Person and whether or not such Claim arises or accrues prior to the Effective Date or after the Expiration Date, in any way relating to or arising out of: (a) any of the Operative Documents or any of the transactions contemplated thereby, and any amendment, modification or waiver in respect thereof; (b) the Equipment or any part thereof or interest therein; (c) the purchase, design, construction, preparation, installation, inspection, delivery, non-delivery, acceptance, rejection, ownership, management, possession, operation, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition or substitution, storage, transfer of title, redelivery, use, financing, refinancing, disposition, operation, condition, sale (including, without limitation, any sale pursuant to Section 16.2 (c), 21

Participation Agreement 16.2(e) or 18.3 of the Master Lease or any sale pursuant to Article XV, XVIII or XX of the Master Lease), return or other disposition of all or any part or any interest in the Equipment or the imposition of any Lien (or incurring of any liability to refund or pay over any amount as a result of any Lien) thereon, including, without limitation: (1) Claims or penalties arising from any violation of law or in tort (strict liability or otherwise), (2) latent or other defects, whether or not discoverable, (3) any Claim based upon a violation or alleged violation of the terms of any restriction, condition or covenant or other matter affecting title to the Equipment, (4) the making of any Modifications in violation of any standards imposed by any insurance policies required to be maintained by Lessee pursuant to the Master Lease which are in effect at any time with respect to the Equipment or any part thereof, and (5) any Claim for patent, trademark or copyright infringement; (d) the breach by the Lessee of any covenant, representation or warranty made by it or deemed made by it in any Operative Document or any certificate required to be delivered by any Operative Document;

Participation Agreement 16.2(e) or 18.3 of the Master Lease or any sale pursuant to Article XV, XVIII or XX of the Master Lease), return or other disposition of all or any part or any interest in the Equipment or the imposition of any Lien (or incurring of any liability to refund or pay over any amount as a result of any Lien) thereon, including, without limitation: (1) Claims or penalties arising from any violation of law or in tort (strict liability or otherwise), (2) latent or other defects, whether or not discoverable, (3) any Claim based upon a violation or alleged violation of the terms of any restriction, condition or covenant or other matter affecting title to the Equipment, (4) the making of any Modifications in violation of any standards imposed by any insurance policies required to be maintained by Lessee pursuant to the Master Lease which are in effect at any time with respect to the Equipment or any part thereof, and (5) any Claim for patent, trademark or copyright infringement; (d) the breach by the Lessee of any covenant, representation or warranty made by it or deemed made by it in any Operative Document or any certificate required to be delivered by any Operative Document; (e) the retaining or employment of any broker, finder or financial advisor by the Lessee to act on its behalf in connection with this Participation Agreement; (f) the existence of any Lien on or with respect to the Equipment, any Basic Rent or Supplemental Rent, title thereto, or any interest therein including any Liens which arise out of the possession, use, repair or rebuilding of the Equipment or by reason of labor or materials furnished or claimed to have been furnished to the Lessee, or any of its contractors or agents or by reason of the financing of any personalty or equipment purchased or leased by the Lessee or Modifications made by the Lessee, except Lessor Liens; (g) as to each Lender, the transactions contemplated by the Master Lease or by any other Operative Document, in respect of the application of Parts 4 and 5 of Subtitle B of Title I of ERISA and any prohibited transaction described in Section 4975(c) of the Code; provided, however, the Lessee shall not be required to indemnify any Indemnitee under this Section 12.1 for any of the following: (1) any Claim to the extent resulting from the willful misconduct or gross negligence of such Indemnitee (it being agreed and understood that the Lessee shall be required to indemnify an Indemnitee even if the ordinary (but not gross) negligence of such Indemnitee caused or contributed to such Claim) or the breach of any representation, warranty or covenant of such Indemnitee set forth in any Operative Document, (2) any Claim resulting from Lessor Liens which such Indemnitee is responsible for discharging under the Operative Documents, (3) any Claim arising from a breach or alleged breach by the Financing Lenders or the Equity Lenders of any agreement entered into in connection with the assignment or participation of any Financing Loan or Equity Loan, and (4) except as provided in Section 12.2 below, any Claim to pay 22

Participation Agreement the Shortfall Amount after the Lessee properly elects the Remarketing Option and the proceeds of the sale of the Equipment have been distributed to the Lenders. It is expressly understood and agreed that the indemnity provided for herein shall survive the expiration or termination of and shall be separate and independent from any remedy under the Master Lease or any other Operative Document. Without limiting the express rights of any Indemnitee under this Section 12.1, this Section 12.1 shall be construed as an indemnity only and not a guaranty of residual value of the Equipment or as a guaranty of the Notes. THE INDEMNITY OBLIGATIONS OF THE LESSEE UNDER THIS ARTICLE XII COVER AND RELATE TO, WITHOUT LIMITATION, ANY NEGLIGENT ACTION AND/OR OMISSION (WHETHER JOINT, COMPARATIVE OR CONCURRENT) OF ANY INDEMNITEE. SECTION 12.2. End of Term Indemnity. (a) If the Lessee elects the Remarketing Option and there would, upon acceptance of the highest binding written unconditional irrevocable offer procured by the Lessee pursuant to Section 20.1(f) of the Master Lease, be a Shortfall Amount, then prior to the Expiration Date and as a condition to the Lessee's right to complete the

Participation Agreement the Shortfall Amount after the Lessee properly elects the Remarketing Option and the proceeds of the sale of the Equipment have been distributed to the Lenders. It is expressly understood and agreed that the indemnity provided for herein shall survive the expiration or termination of and shall be separate and independent from any remedy under the Master Lease or any other Operative Document. Without limiting the express rights of any Indemnitee under this Section 12.1, this Section 12.1 shall be construed as an indemnity only and not a guaranty of residual value of the Equipment or as a guaranty of the Notes. THE INDEMNITY OBLIGATIONS OF THE LESSEE UNDER THIS ARTICLE XII COVER AND RELATE TO, WITHOUT LIMITATION, ANY NEGLIGENT ACTION AND/OR OMISSION (WHETHER JOINT, COMPARATIVE OR CONCURRENT) OF ANY INDEMNITEE. SECTION 12.2. End of Term Indemnity. (a) If the Lessee elects the Remarketing Option and there would, upon acceptance of the highest binding written unconditional irrevocable offer procured by the Lessee pursuant to Section 20.1(f) of the Master Lease, be a Shortfall Amount, then prior to the Expiration Date and as a condition to the Lessee's right to complete the remarketing of the Equipment pursuant to Section 20.1 of the Master Lease, the Lessee shall cause to be delivered to the Lessor and the Equity Lenders at least two (2) months prior to the Expiration Date, at the Lessee's sole cost and expense, a report from the Appraiser in form and substance satisfactory to the Lenders (the "End of the Term Report") which shall state the appraiser's conclusions as to the reason for any decline in the Fair Market Sales Value of any of the Equipment from that anticipated for such date in the Appraisal delivered on the Effective Date. If an End of the Term Report is not required pursuant to the preceding sentence but the offer described therein is not consummated on or prior to the Expiration Date, then the Lessee shall, within forty-five (45) days after the Expiration Date, cause an End of the Term Report to be delivered to the Lessor and the Equity Lenders. (b) If the Lessee is obligated to deliver an End of the Term Report pursuant to clause (a), then on or prior to the Expiration Date or, in the case of an End of the Term Report delivered pursuant to the last sentence of clause (a), on or prior to the date occurring two (2) months after the Expiration Date, the Lessee shall pay to the Lessor an amount (not to exceed the Shortfall Amount) equal to the portion of the Shortfall Amount that the End of the Term Report demonstrates was the result of a decline in the Fair Market Sales Value of the Equipment due to: (i) extraordinary use, failure to maintain, to repair, to restore, to rebuild or to replace, failure to comply with all applicable laws, failure to use, workmanship, method of installation or removal or maintenance, repair, rebuilding or replacement (excepting in each case ordinary wear and tear), or 23

Participation Agreement (ii) any Modification made to, or any rebuilding or restoration of, the Equipment or any part thereof by the Lessee, or (iii) any use of any of the Equipment or any part thereof by the Lessee or any sublessee other than as permitted by the express terms of the Master Lease, or (iv) the failure of the Lessor to have good and marketable title to any of the Equipment free and clear of all Liens (other than Permitted Property Liens of the type described in Clauses (i) and (v) of that definition) . SECTION 12.3. Environmental Indemnity. Without limitation of the other provisions of this Article XII, the Lessee hereby agrees to indemnify, hold harmless and defend each Indemnitee from and against any and all Claims (including without limitation third party Claims for personal injury or real or personal property damage), losses (including but not limited to, to the extent the Lease Balance has not been fully paid, any loss of value of the Equipment related thereto), damages, liabilities, fines, penalties, charges, administrative and judicial proceedings (including informal proceedings) and orders, judgments, remedial action, requirements, enforcement actions of any kind, and all reasonable and documented costs and expenses incurred in connection therewith

Participation Agreement (ii) any Modification made to, or any rebuilding or restoration of, the Equipment or any part thereof by the Lessee, or (iii) any use of any of the Equipment or any part thereof by the Lessee or any sublessee other than as permitted by the express terms of the Master Lease, or (iv) the failure of the Lessor to have good and marketable title to any of the Equipment free and clear of all Liens (other than Permitted Property Liens of the type described in Clauses (i) and (v) of that definition) . SECTION 12.3. Environmental Indemnity. Without limitation of the other provisions of this Article XII, the Lessee hereby agrees to indemnify, hold harmless and defend each Indemnitee from and against any and all Claims (including without limitation third party Claims for personal injury or real or personal property damage), losses (including but not limited to, to the extent the Lease Balance has not been fully paid, any loss of value of the Equipment related thereto), damages, liabilities, fines, penalties, charges, administrative and judicial proceedings (including informal proceedings) and orders, judgments, remedial action, requirements, enforcement actions of any kind, and all reasonable and documented costs and expenses incurred in connection therewith (including but not limited to reasonable and documented attorneys' and/or paralegals' fees and expenses), including, but not limited to, all costs incurred in connection with any investigation or monitoring of site conditions or any clean-up, remedial, removal or restoration work by any federal, state or local government agency, arising in whole or in part, out of (a) the presence on or in any of the Equipment of any Hazardous Materials, or any releases or discharges of any Hazardous Materials on, under, from or onto any of the Equipment, (b) loss of or damage to any Equipment or the environment (including, without limitation, clean-up costs, response costs, remediation and removal costs, cost of corrective action, costs of financial assurance, fines and penalties and nature resource damages), or death or injury to any Person arising in connection with the Equipment or the use thereof, and any mitigative action required by or under Hazardous Materials Laws with respect to the Equipment, (c) any claim concerning lack of compliance with Hazardous Materials Laws by the Lessee, or (d) any residual contamination on, or affecting any natural resources, and to any contamination of any property or natural resources arising in connection with the generation, use, handling, storage, transport or disposal of any such Hazardous Materials, and 24

irrespective or whether any of such activities were or will be undertaken in accordance with applicable laws, regulations, codes and ordinances; provided, however, the Lessee shall not be required to indemnify any Indemnitee under this Section 12.3 for any Claim to the extent resulting from the willful misconduct or gross negligence of such Indemnitee, provided that Lessee has complied with all of its Obligations under the Operative Documents and no Event of Default shall have occurred and be continuing thereunder. It is expressly understood and agreed that the indemnity provided for herein shall survive the expiration or termination of and shall be separate and independent from any remedy under the Master Lease or any other Operative Document. SECTION 12.4. Proceedings in Respect of Claims. (a) With respect to any amount that the Lessee is requested by an Indemnitee to pay by reason of Section 12.1 hereof, such Indemnitee shall, if so requested by the Lessee and prior to any payment, submit such additional information to the Lessee as the Lessee may reasonably request and which is in the possession of such Indemnitee to substantiate properly the requested payment.

irrespective or whether any of such activities were or will be undertaken in accordance with applicable laws, regulations, codes and ordinances; provided, however, the Lessee shall not be required to indemnify any Indemnitee under this Section 12.3 for any Claim to the extent resulting from the willful misconduct or gross negligence of such Indemnitee, provided that Lessee has complied with all of its Obligations under the Operative Documents and no Event of Default shall have occurred and be continuing thereunder. It is expressly understood and agreed that the indemnity provided for herein shall survive the expiration or termination of and shall be separate and independent from any remedy under the Master Lease or any other Operative Document. SECTION 12.4. Proceedings in Respect of Claims. (a) With respect to any amount that the Lessee is requested by an Indemnitee to pay by reason of Section 12.1 hereof, such Indemnitee shall, if so requested by the Lessee and prior to any payment, submit such additional information to the Lessee as the Lessee may reasonably request and which is in the possession of such Indemnitee to substantiate properly the requested payment. (b) In case any action, suit or proceeding shall be brought against any Indemnitee, such Indemnitee shall notify the Lessee of the commencement thereof, and the Lessee shall be entitled, at its expense, to participate in, and, to the extent that the Lessee desires to, assume and control the defense thereof; provided, however, that the Lessee shall have acknowledged in writing its obligation to fully indemnify such Indemnitee in respect of such action, suit or proceeding, and, the Lessee shall keep such Indemnitee fully apprised of the status of such action, suit or proceeding and shall provide such Indemnitee with all information with respect to such action, suit or proceeding as such Indemnitee shall reasonably request, and provided, further, that the Lessee shall not be entitled to assume and control the defense of any such action, suit or proceeding if and to the extent that, (i) in the reasonable opinion of such Indemnitee, (x) such action, suit or proceeding involves any risk of imposition of criminal liability or will involve a risk of the sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Property Lien) on the Equipment or any part thereof unless, in the case of civil liability, the Lessee shall have posted a bond or other security satisfactory to the relevant Indemnities in respect to such risk or (y) the control of such action, suit or proceeding would involve an actual or potential conflict of interest, (ii) such proceeding involves Claims not fully indemnified by the Lessee which the Lessee and the Indemnitee have been unable to sever from the indemnified claim(s), or (iii) a Lease Event of Default has occurred and is continuing. The failure of any Indemnitee to give to the Lessee notice as set forth in the preceding sentence shall not limit or affect the Lessee's indemnification obligations hereunder, provided that such failure does not materially 25 prejudice the Lessee's defense of any such action, suit or proceeding. The Indemnitee will join in the Lessee's efforts to sever such action. The Indemnitee may participate in a reasonable manner at its own expense and with its own counsel in any proceeding conducted by the Lessee in accordance with the foregoing. The Lessee shall not enter into any settlement or other compromise with respect to any Claim which is entitled to be indemnified under Section 12.1 without the prior written consent of the Indemnitee, which consent shall not be unreasonably withheld in the case of a money settlement not involving an admission of liability of such Indemnitee. (c) Each Indemnitee shall at the expense of the Lessee supply the Lessee with such information and documents reasonably requested by the Lessee as are necessary or advisable for the Lessee to participate in any action, suit or proceeding to the extent permitted by Section 12.1. Unless a Lease Event of Default shall have occurred and be continuing, no Indemnitee shall enter into any settlement or other compromise with respect to any Claim which is entitled to be indemnified under Section 12.1 without the prior written consent of the Lessee, which consent shall not be unreasonably withheld, unless such Indemnitee waives its right to be indemnified under Section 12.1 with respect to such Claim. (d) Upon payment in full of any Claim by the Lessee pursuant to Section 12.1 to or on behalf of an Indemnitee, the Lessee, without any further action, shall be subrogated to any and all claims that such Indemnitee may have relating thereto (other than claims in respect of insurance policies maintained by such Indemnitee at its own expense), and such Indemnitee shall execute such instruments of

prejudice the Lessee's defense of any such action, suit or proceeding. The Indemnitee will join in the Lessee's efforts to sever such action. The Indemnitee may participate in a reasonable manner at its own expense and with its own counsel in any proceeding conducted by the Lessee in accordance with the foregoing. The Lessee shall not enter into any settlement or other compromise with respect to any Claim which is entitled to be indemnified under Section 12.1 without the prior written consent of the Indemnitee, which consent shall not be unreasonably withheld in the case of a money settlement not involving an admission of liability of such Indemnitee. (c) Each Indemnitee shall at the expense of the Lessee supply the Lessee with such information and documents reasonably requested by the Lessee as are necessary or advisable for the Lessee to participate in any action, suit or proceeding to the extent permitted by Section 12.1. Unless a Lease Event of Default shall have occurred and be continuing, no Indemnitee shall enter into any settlement or other compromise with respect to any Claim which is entitled to be indemnified under Section 12.1 without the prior written consent of the Lessee, which consent shall not be unreasonably withheld, unless such Indemnitee waives its right to be indemnified under Section 12.1 with respect to such Claim. (d) Upon payment in full of any Claim by the Lessee pursuant to Section 12.1 to or on behalf of an Indemnitee, the Lessee, without any further action, shall be subrogated to any and all claims that such Indemnitee may have relating thereto (other than claims in respect of insurance policies maintained by such Indemnitee at its own expense), and such Indemnitee shall execute such instruments of assignment and conveyance, evidence of claims and payment and such other documents, instruments and agreements as may be necessary to preserve any such claims and otherwise cooperate with the Lessee and give such further assurances as are necessary or advisable to enable the Lessee vigorously to pursue such claims. (e) Any amount payable to an Indemnitee pursuant to Section 12.1 shall be paid to such Indemnitee promptly upon receipt of a written demand therefor from such Indemnitee, accompanied by a written statement describing in reasonable detail the basis for such indemnity and the computation of the amount so payable. SECTION 12.5 General Tax Indemnity. (a) If any Impositions (including, without limitation, (i) taxes based on, or measured by the net income of a Tax Indemnitee imposed by the United States (or any state or other jurisdiction, political subdivision or taxing authority thereof or therein) to the extent they would not have been imposed if on the Effective Date, as the case may be, the Tax Indemnitee had advanced funds directly to the Lessee in the form of a loan secured by the 26 Equipment in an amount equal to the amount advanced for the Equipment on the Effective Date, as the case may be, with the debt service for such loan equal to the Basic Rent payable on each Scheduled Payment Date and a principal balance at the making of such loan in an amount equal to the then outstanding amount of the Financing Loans and Equity Loans and (ii) taxes imposed with respect to the payment, receipt or accrual of any indemnity payment hereunder (net of any tax benefit)) are now or hereafter imposed or levied by the United States (or by any state or other jurisdiction, political subdivision or taxing authority thereof or therein) on any payments made by the Lessee hereunder or payable in respect of a Financing Loan or an Equity Loan or otherwise under the Master Lease or the other Operative Documents to which it is a party or payments relating to the ownership, lease, sale or use of the Equipment, then the Lessee shall pay such additional amounts (at the time of such payment) as may be necessary so that every payment of all amounts due hereunder or under such other Operative Document, after withholding or deduction for or on account of any such Impositions, will not be less than the amount provided for herein or therein. The Tax Indemnitee shall promptly notify the Lessee in writing of the occurrence of any event of which the Tax Indemnitee has knowledge that will give rise to the obligation of the Lessee to pay such additional amounts pursuant to this Section 12.5. As soon as practicable after the date the payment of any Impositions is due pursuant to Applicable Law, the Lessee shall furnish to the Tax Indemnitee certified copies of any tax receipts obtained by the Lessee, evidencing payment by the Lessee and compliance with this Section 12.5. (b) The Impositions and the indemnification obligations of the Lessee hereunder shall expressly include and cover, without limitation, any present or future taxes, duties, imposts, assessments or other charges levied or imposed by any Governmental Authority, including any withholdings or withholding taxes (other than taxes on the overall net income of the Agent or any Lender), so that all payments to be made to the Agent on behalf of the Lenders hereunder of principal of and interest on the Loans and of all fees and other amounts payable under the Operative

Equipment in an amount equal to the amount advanced for the Equipment on the Effective Date, as the case may be, with the debt service for such loan equal to the Basic Rent payable on each Scheduled Payment Date and a principal balance at the making of such loan in an amount equal to the then outstanding amount of the Financing Loans and Equity Loans and (ii) taxes imposed with respect to the payment, receipt or accrual of any indemnity payment hereunder (net of any tax benefit)) are now or hereafter imposed or levied by the United States (or by any state or other jurisdiction, political subdivision or taxing authority thereof or therein) on any payments made by the Lessee hereunder or payable in respect of a Financing Loan or an Equity Loan or otherwise under the Master Lease or the other Operative Documents to which it is a party or payments relating to the ownership, lease, sale or use of the Equipment, then the Lessee shall pay such additional amounts (at the time of such payment) as may be necessary so that every payment of all amounts due hereunder or under such other Operative Document, after withholding or deduction for or on account of any such Impositions, will not be less than the amount provided for herein or therein. The Tax Indemnitee shall promptly notify the Lessee in writing of the occurrence of any event of which the Tax Indemnitee has knowledge that will give rise to the obligation of the Lessee to pay such additional amounts pursuant to this Section 12.5. As soon as practicable after the date the payment of any Impositions is due pursuant to Applicable Law, the Lessee shall furnish to the Tax Indemnitee certified copies of any tax receipts obtained by the Lessee, evidencing payment by the Lessee and compliance with this Section 12.5. (b) The Impositions and the indemnification obligations of the Lessee hereunder shall expressly include and cover, without limitation, any present or future taxes, duties, imposts, assessments or other charges levied or imposed by any Governmental Authority, including any withholdings or withholding taxes (other than taxes on the overall net income of the Agent or any Lender), so that all payments to be made to the Agent on behalf of the Lenders hereunder of principal of and interest on the Loans and of all fees and other amounts payable under the Operative Documents shall be made free and clear of, and without deduction by reason of, such taxes, assessments and other charges. (c) Should any Tax Indemnitee ever receive any refund, credit or deduction from any taxing authority (whether before or after payment in full of all amounts owed hereunder and under the Master Lease) to which Tax Indemnitee would not be entitled but for the payment by the Lessee of additional amounts as required by this Section 12.5, Tax Indemnitee (as applicable) thereupon shall repay to the Lessee an amount with respect to such refund, credit or reduction equal to any net reduction in Impositions actually obtained by Tax Indemnitee and determined by Tax Indemnitee to be directly related to such refund, credit or reduction (but not to exceed such additional amounts to which such refund, credit or reduction relates). No such payment shall be required, however, to the extent the Lessee is delinquent in any payments to Tax Indemnitee under this Participation Agreement, the 27

Participation Agreement Master Lease or any other Operative Document, but shall promptly be paid to the Lessee after such delinquency no longer exists. Notwithstanding the provisions of this Section 12.5(b) to the contrary, the decision as to whether or not to claim any such refund, credit or reduction (and if claimed, the determination of the amount of the net reduction in Impositions attributable to the additional amounts paid by the Lessee under this Section 12.5) shall be made by Tax Indemnitee (as applicable) in its sole discretion. (d) The agreements and obligations contained in this Section 12.5 shall survive the payment in full of the Lessee's obligations hereunder and under the other Operative Documents. (e) Each Lender represents and warrants that it will not, prior to the termination of the Master Lease, claim ownership of (or any tax benefits, including depreciation, with respect to) the Equipment for any income tax purposes, it being understood that the Lessee is and will remain the owner of the Equipment for such income tax purposes until the termination of the Master Lease. If, notwithstanding the income tax intentions of the parties as set forth in this Section 12.5(d) and in Section 5.1. hereof, any Lender actually receives any income tax deductions, reductions in income tax or other income tax benefit as a result of any claim for, or recharacterization requiring such party to take, any tax benefits attributable to ownership of the Equipment for income tax purposes, such Lender shall pay to the Lessee, together with an amount equal to any reduced Taxes payable by such Tax Indemnitee as a result of such payment, the amount of such income tax savings actually realized by such Lender

Participation Agreement Master Lease or any other Operative Document, but shall promptly be paid to the Lessee after such delinquency no longer exists. Notwithstanding the provisions of this Section 12.5(b) to the contrary, the decision as to whether or not to claim any such refund, credit or reduction (and if claimed, the determination of the amount of the net reduction in Impositions attributable to the additional amounts paid by the Lessee under this Section 12.5) shall be made by Tax Indemnitee (as applicable) in its sole discretion. (d) The agreements and obligations contained in this Section 12.5 shall survive the payment in full of the Lessee's obligations hereunder and under the other Operative Documents. (e) Each Lender represents and warrants that it will not, prior to the termination of the Master Lease, claim ownership of (or any tax benefits, including depreciation, with respect to) the Equipment for any income tax purposes, it being understood that the Lessee is and will remain the owner of the Equipment for such income tax purposes until the termination of the Master Lease. If, notwithstanding the income tax intentions of the parties as set forth in this Section 12.5(d) and in Section 5.1. hereof, any Lender actually receives any income tax deductions, reductions in income tax or other income tax benefit as a result of any claim for, or recharacterization requiring such party to take, any tax benefits attributable to ownership of the Equipment for income tax purposes, such Lender shall pay to the Lessee, together with an amount equal to any reduced Taxes payable by such Tax Indemnitee as a result of such payment, the amount of such income tax savings actually realized by such Lender (less the amount of any anticipated increase in income tax which the Lender determines is currently payable as a result of such claim or recharacterization), provided that the Lessee shall agree to reimburse such Lender for any subsequent increase in such Lender's income taxes resulting from such claim or recharacterization not taken into account in the payment made to the Lessee, up to the amount paid to the Lessee by such Lender. The parties agree that this Section 12.5(d) is intended to require a payment to the Lessee if and only if a Lender shall have actually received an unanticipated tax savings with respect to the Equipment that would not have been received if the Lessor had advanced funds to the Lessee in the form of a loan secured by any of the Equipment in an amount equal to the Purchase Price paid for the Equipment. Nothing in this Section 12.5(d) shall be construed to require a Lender to take any affirmative action to realize any tax savings if in its good faith judgment such action may have a material adverse effect on such Lender. SECTION 12.6. Yield Protection and Illegality. In the event any amounts are determined to be payable by the Lessor under the provisions of Article XI hereof, the Lessee assumes full responsibility for and shall pay such amounts directly to each Lender or the Agent, as the case may be, within five (5) days of its receipt of notice thereof, and such notice shall be presumed correct and binding upon the Lessee absent manifest error. Notwithstanding the provisions of Article XI to the 28

Participation Agreement contrary, all covenants and obligations of the Lessor under such Article shall at all times be the direct obligations of the Lessee. SECTION 12.7. Indemnity Payments in Addition to Lease Obligations. The Lessee acknowledges and agrees that the Lessee's obligations to make indemnity payments under this Article XII are separate from, in addition to, and do not reduce, the Lessee's obligation to pay under the Master Lease that portion of the Lease Balance. ARTICLE XIII MISCELLANEOUS SECTION 13.1. Survival of Agreements. The representations, warranties, covenants, indemnities and agreements of the parties provided for in the Operative Documents, and the parties' Obligations under any and all thereof, shall survive the execution and delivery of this Participation Agreement, the transfer of the Equipment to the Lessor, any disposition of any interest of the Lessor in the Equipment or any interest of any Lender in the Equipment and the payment of the Notes and any disposition thereof, and the expiration or termination of any of

Participation Agreement contrary, all covenants and obligations of the Lessor under such Article shall at all times be the direct obligations of the Lessee. SECTION 12.7. Indemnity Payments in Addition to Lease Obligations. The Lessee acknowledges and agrees that the Lessee's obligations to make indemnity payments under this Article XII are separate from, in addition to, and do not reduce, the Lessee's obligation to pay under the Master Lease that portion of the Lease Balance. ARTICLE XIII MISCELLANEOUS SECTION 13.1. Survival of Agreements. The representations, warranties, covenants, indemnities and agreements of the parties provided for in the Operative Documents, and the parties' Obligations under any and all thereof, shall survive the execution and delivery of this Participation Agreement, the transfer of the Equipment to the Lessor, any disposition of any interest of the Lessor in the Equipment or any interest of any Lender in the Equipment and the payment of the Notes and any disposition thereof, and the expiration or termination of any of the Operative Documents, and shall be and continue in effect notwithstanding any investigation made by any party and the fact that any party may waive compliance with any of the other terms, provisions or conditions of any of the Operative Documents. SECTION 13.2. Controlling Agreement. (a) All agreements between each of the Lessor, the Lessee, the Agent, and the Lenders, whether now existing or hereafter arising and whether written or oral, are hereby limited so that in no contingency, whether by reason of demand or acceleration of the maturity of the Notes or otherwise, shall the interest contracted for, charged, received, paid or agreed to be paid to the Lenders or the Lessor exceed the maximum amount permissible under applicable law. If, from any circumstance whatsoever, interest would otherwise be payable to the Lenders or the Lessor in excess of the maximum lawful amount, the interest payable to the Lenders or the Lessor shall be reduced to the maximum amount permitted under applicable law; and if from any circumstance the Lenders or the Lessor shall ever receive anything of value deemed interest by applicable law in excess of the maximum lawful amount, an amount equal to any excessive interest shall be applied to the reduction of the principal of the Loans and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of principal of the Loans, such excess shall be refunded to the party paying the same. All interest paid or agreed to be paid to the Lenders or the Lessor shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full period until payment in full of the principal so that the interest on the Loans for such full period shall not exceed the maximum amount permitted by applicable law. The Lenders and the Lessor hereby expressly disclaim any 29

Participation Agreement intent to contract for, charge or receive interest in an amount which exceeds the maximum amount of interest permitted by applicable law. The Lessee represents to the Lenders and the Lessor that the Loans and the transactions evidenced by the Operative Documents are not usurious and agrees that if, at any time, the Lessee shall have reason to believe that the Loans and/or such transactions are in fact usurious, it will give the Agent written notice of such condition and Lenders and the Lessor shall have ninety (90) days in which to make an appropriate refund or other adjustment in order to correct such condition if in fact it exists. This section shall control all other provisions of the Operative Documents. (b) The parties hereto agree that if Article 1.04, Subtitle 1, Title 79 of the Revised Civil Statutes of Texas, 1925, as amended, is applicable to the determination of the lawful maximum rate, the indicated rate ceiling computed from time to time pursuant to Section (a) of such Article shall apply provided that, to the extent permitted by such Article, the Agent may from time to time by notice to the Lessor and the Lessee revise the election of such interest rate ceiling as such ceiling affects the then current or future balances of any indebtedness of the Lessor or the Lessee hereunder. SECTION 13.3. Notices. Unless otherwise specifically provided herein all notices, consents, directions,

Participation Agreement intent to contract for, charge or receive interest in an amount which exceeds the maximum amount of interest permitted by applicable law. The Lessee represents to the Lenders and the Lessor that the Loans and the transactions evidenced by the Operative Documents are not usurious and agrees that if, at any time, the Lessee shall have reason to believe that the Loans and/or such transactions are in fact usurious, it will give the Agent written notice of such condition and Lenders and the Lessor shall have ninety (90) days in which to make an appropriate refund or other adjustment in order to correct such condition if in fact it exists. This section shall control all other provisions of the Operative Documents. (b) The parties hereto agree that if Article 1.04, Subtitle 1, Title 79 of the Revised Civil Statutes of Texas, 1925, as amended, is applicable to the determination of the lawful maximum rate, the indicated rate ceiling computed from time to time pursuant to Section (a) of such Article shall apply provided that, to the extent permitted by such Article, the Agent may from time to time by notice to the Lessor and the Lessee revise the election of such interest rate ceiling as such ceiling affects the then current or future balances of any indebtedness of the Lessor or the Lessee hereunder. SECTION 13.3. Notices. Unless otherwise specifically provided herein all notices, consents, directions, approvals, instructions, requests and other communications required or permitted by the terms hereof to be given to any Person shall be given in writing (including by facsimile) and delivered by United States mail, by nationally recognized-courier service by hand or by facsimile, directed to the address or facsimile number of such Person as indicated on Schedule IV attached hereto. Any such notice shall become effective as follows: (a) if delivered by United Sates mail, five (5) Business Days after being deposited in the mails, certified or registered with appropriate postage prepaid, (b) if delivered by nationally recognized courier service, one (1) Business Day after delivery to such courier service specifying overnight delivery, (c) if delivered by hand, when received, or (d) if delivered by facsimile, when transmitted (upon electronic confirmation thereof). From time to time any party may designate a new address or facsimile number for purposes of notice hereunder by written notice to each of the other parties hereto in accordance with this Section 13.3. SECTION 13.4. Counterparts. This Participation Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. 30

Participation Agreement SECTION 13.5. Amendments. The provisions of this Participation Agreement and any other Operative Document may from time to time be terminated, amended, supplemented, modified or waived with the written consent of the Lessee and the Required Participants; provided, however, that (i) no amendment or waiver of any provision relating to payment or performance of an obligation owed to any Lender shall be effective against such Lender unless it has been consented to in writing by such Lender, (ii) no Operative Document nor any of the terms thereof may be terminated except upon payment in full of the Lease Balance or the effective exercise and consummation of the Remarketing Option in accordance with Article XX of the Master Lease and payment in full of all amounts due in accordance therewith, (iii) no termination, amendment, supplement, waiver or modification shall, without the written agreement or consent of the Required Equity Lenders, be made to the Master Lease or Article VI of this Participation Agreement or the definition of "Lease Default," and (v) no termination, amendment, supplement, waiver or modification shall without written consent of each Lender: (a) modify any of the provisions of this Section 13.5, change the definitions of "Required Lenders," "Required

Participation Agreement SECTION 13.5. Amendments. The provisions of this Participation Agreement and any other Operative Document may from time to time be terminated, amended, supplemented, modified or waived with the written consent of the Lessee and the Required Participants; provided, however, that (i) no amendment or waiver of any provision relating to payment or performance of an obligation owed to any Lender shall be effective against such Lender unless it has been consented to in writing by such Lender, (ii) no Operative Document nor any of the terms thereof may be terminated except upon payment in full of the Lease Balance or the effective exercise and consummation of the Remarketing Option in accordance with Article XX of the Master Lease and payment in full of all amounts due in accordance therewith, (iii) no termination, amendment, supplement, waiver or modification shall, without the written agreement or consent of the Required Equity Lenders, be made to the Master Lease or Article VI of this Participation Agreement or the definition of "Lease Default," and (v) no termination, amendment, supplement, waiver or modification shall without written consent of each Lender: (a) modify any of the provisions of this Section 13.5, change the definitions of "Required Lenders," "Required Equity Lenders," "Required Financing Lenders" or "Required Participants," or modify or waive any of the provisions of the Operative Agreement requiring action by the foregoing; (b) amend, modify, waive or supplement any of the provisions of Sections 2.5, 2.6 or 2.7, Article IV or Article V of the Loan Agreement; or amend, modify, waive or supplement any of the provisions of Article XX or XXI of the Master Lease or any other provision of the Operative Documents that would adversely affect the first priority security interest granted by the Lessor First Security Agreement; (c) reduce, modify, amend or waive any fees or indemnities in favor of any Lender, including without limitation amounts payable pursuant to Article XII (except that any Person may consent to any reduction, modification, amendment or waiver of any indemnity payable to it); (d) modify, postpone, reduce or forgive, in whole or in part, any payment of Rent (other than pursuant to the terms of any Operative Document), any Loan, the Lease Balance, the Loan Balance, amounts due pursuant to Section 20.2 of the Master Lease, interest or, subject to clause (c) above, any other amount payable under the Master Lease or this Participation Agreement, or modify the definition or method of calculation of Rent (other than pursuant to the terms of any Operative Document), Loans, Lease Balance, Loan Balance, Shortfall Amount, Lease Balance, or any other definition which would affect the amounts to be advanced or which are 31

Participation Agreement payable under the Operative Documents or any provision of the Operative Documents which requires unanimous consent; or (e) consent to any assignment of the Master Lease by the Lessee, releasing the Lessee from its obligations in respect of the payments of Rent, Loan Balance or Lease Balance or changing the absolute and unconditional character of such obligations. SECTION 13.6. Headings, etc. The Table of Contents and headings of the various Articles and Sections of this Participation Agreement are for convenience of reference only and shall not modify, define, expand or limit any of the terms or provisions hereof. SECTION 13.7. Parties in Interest. Except as expressly provided herein, none of the provisions of this Participation Agreement is intended for the benefit of any Person except the parties hereto. The Lessee shall not assign or transfer any of its rights or obligations under the Operative Documents without the prior written consent of the Lessor, the Lenders and the Equity Lenders. SECTION 13.8. Successors and Assigns. (a) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective

Participation Agreement payable under the Operative Documents or any provision of the Operative Documents which requires unanimous consent; or (e) consent to any assignment of the Master Lease by the Lessee, releasing the Lessee from its obligations in respect of the payments of Rent, Loan Balance or Lease Balance or changing the absolute and unconditional character of such obligations. SECTION 13.6. Headings, etc. The Table of Contents and headings of the various Articles and Sections of this Participation Agreement are for convenience of reference only and shall not modify, define, expand or limit any of the terms or provisions hereof. SECTION 13.7. Parties in Interest. Except as expressly provided herein, none of the provisions of this Participation Agreement is intended for the benefit of any Person except the parties hereto. The Lessee shall not assign or transfer any of its rights or obligations under the Operative Documents without the prior written consent of the Lessor, the Lenders and the Equity Lenders. SECTION 13.8. Successors and Assigns. (a) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. No Loan Party may assign or transfer any of its rights or obligations under this Agreement or any other Operative Document without the prior written consent of the Agent and the Lenders. Any Lender may sell participations in all or a portion of its rights and obligations under this Agreement and the other Operative Documents (including, without limitation, all or a portion of its Loans owing to it); provided, however, that (i) such Lender's obligations under this Agreement and the other Operative Documents shall remain unchanged, (ii) such Lender shall remain solely responsible to the Lessor for the performance of such obligations, (iii) such Lender shall remain the holder of its Note(s) for all purposes of this Agreement, (iv) the Loan Parties and the Lessor shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement and the other Operative Documents, and (v) such Lender shall not sell a participation that conveys to the participant the right to vote or give or withhold consents under this Agreement or any other Operative Document, other than (if and to the extent that such Lender so agrees) the right to vote upon or consent to (A) any increase of such Lender's Commitments (other than an increase resulting from an assignment to or in favor of such Lender from another Lender in accordance with this Agreement), (B) any reduction of the principal amount of, or interest to be paid on, the Loans of such Lender, (C) any reduction of any commitment fee or other amount payable to such Lender under any Operative Document if and to the extent that such reduction would decrease the fee or other amount payable to the participant, (D) any postponement of any date for the 32

Participation Agreement payment of any amount payable in respect of the Loan(s) of such Lender, (E) any release of a material portion of the Collateral from the Liens created by the Security Documents and not otherwise expressly authorized by the Operative Documents, and (F) any release of any Loan Party from liability under the Operative Documents. (b) Each of the Loan Parties and each of the Lenders agree that any Lender (the "Assigning Lender") may at any time assign to one or more Eligible Assignees all, or a proportionate part of all, of its rights and obligations under this Agreement and the other Operative Documents (each an "Assignee"); provided, however, that (i) each such assignment may be of a varying percentage of the Assigning Lender's rights and obligations under this Participation Agreement and the other Operative Documents and may relate to some but not all of such rights and/or obligations, (ii) except in the case of an assignment of all of a Lender's rights and obligations under this Participation Agreement and the other Operative Documents, the amount of the Loans of the Assigning Lender being assigned pursuant to each assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $2,000,000, and (iii) the parties to each such assignment shall execute and deliver to the Agent for its acceptance and recording in

Participation Agreement payment of any amount payable in respect of the Loan(s) of such Lender, (E) any release of a material portion of the Collateral from the Liens created by the Security Documents and not otherwise expressly authorized by the Operative Documents, and (F) any release of any Loan Party from liability under the Operative Documents. (b) Each of the Loan Parties and each of the Lenders agree that any Lender (the "Assigning Lender") may at any time assign to one or more Eligible Assignees all, or a proportionate part of all, of its rights and obligations under this Agreement and the other Operative Documents (each an "Assignee"); provided, however, that (i) each such assignment may be of a varying percentage of the Assigning Lender's rights and obligations under this Participation Agreement and the other Operative Documents and may relate to some but not all of such rights and/or obligations, (ii) except in the case of an assignment of all of a Lender's rights and obligations under this Participation Agreement and the other Operative Documents, the amount of the Loans of the Assigning Lender being assigned pursuant to each assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $2,000,000, and (iii) the parties to each such assignment shall execute and deliver to the Agent for its acceptance and recording in the Register (as defined below), an Assignment and Acceptance, together with the Notes subject to such assignment, and a processing and recordation fee of $2,500. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five Business Days after the execution thereof, or, if so specified in such Assignment and Acceptance, the date of acceptance thereof by the Agent, (1) the Assignee thereunder shall be a party hereto as a "Lender" and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and under the Operative Documents, and (2) the Assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement and the other Operative Documents (and, in the case of an Assignment and Acceptance covering all or the remaining portion of a Lender's rights and obligations under the Operative Documents, such Lender shall cease to be a party thereto, provided that such Lender's rights under Articles XI and XII and Section 2.1(i) accrued through the date of assignment shall continue). Notwithstanding anything to the contrary contained in this Section 13.8, if the Assigning Lender is also a Financing Lender, each Financing Lender shall, in addition to and concurrently with any assignment to an Eligible Assignee of such Financing Lender's interest in the Financing Loans (or any portion thereof or interest therein) also assign to such Eligible Assignee the same percentage of the Term Loans, the Acquisition Loans and the Supremex Term Loans (as those terms are defined in the Mail-Well Credit Agreement), if and to the extent then owned by such Financing Lender at the time of such assignment, as the percentage of the Financing Loans 33

then owned and presently being assigned by such Financing Lender. For example, in the event that such Financing Lender proposes to assign fifty percent (50%) of its Financing Loans to an Eligible Assignee, such Financing Lender shall also, concurrently therewith, assign fifty percent (50%) in each of its Term Loans, Acquisition Loans and Supremex Term Loans (as those terms are defined in the Mail-Well Credit Agreement) to such Eligible Assignee. (c) By executing and delivering an Assignment and Acceptance, the Assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such Assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Operative Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Operative Documents or any other instrument or document furnished pursuant thereto; (ii) such Assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Loan Party or the performance or observance by any Loan Party of its obligations under the Operative Documents; (iii) such Assignee confirms that it has received a copy of the other Operative Documents, together with copies of the financial statements referred to in Section 7.2 in the Mail-Well Credit Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such Assignee will, independently and without reliance upon the Agent or such Assigning Lender and based on such documents and information as it shall deem appropriate at the

then owned and presently being assigned by such Financing Lender. For example, in the event that such Financing Lender proposes to assign fifty percent (50%) of its Financing Loans to an Eligible Assignee, such Financing Lender shall also, concurrently therewith, assign fifty percent (50%) in each of its Term Loans, Acquisition Loans and Supremex Term Loans (as those terms are defined in the Mail-Well Credit Agreement) to such Eligible Assignee. (c) By executing and delivering an Assignment and Acceptance, the Assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such Assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Operative Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Operative Documents or any other instrument or document furnished pursuant thereto; (ii) such Assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Loan Party or the performance or observance by any Loan Party of its obligations under the Operative Documents; (iii) such Assignee confirms that it has received a copy of the other Operative Documents, together with copies of the financial statements referred to in Section 7.2 in the Mail-Well Credit Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such Assignee will, independently and without reliance upon the Agent or such Assigning Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and the other Operative Documents; (v) such Assignee confirms that it is an Eligible Assignee; (vi) such Assignee appoints and authorizes the Agent to take such action as agent on its behalf and exercise such powers under the Operative Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (vii) such Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Operative Documents are required to be performed by it as a Lender. (d) The Agent shall maintain at its Principal Office a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of the Lenders, and the principal amount of the Loans owing to, each Lender from time to time (the "Register"). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Lessor, the Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes under the Operative Documents. The Register shall be available for 34

inspection by the Lessor or any Lender at any reasonable time and from time to time upon reasonable prior notice. (e) Upon its receipt of an Assignment and Acceptance executed by an Assigning Lender and Assignee representing that it is an Eligible Assignee, together with the Notes subject to such assignment, the Agent shall, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit F hereto, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register, and (iii) give prompt written notice thereof to the Lessor. Within five Business Days after its receipt of such notice the Lessor, at its expense, shall execute and deliver to the Agent in exchange for each surrendered Note evidencing particular Loans, a new Note evidencing each such Loans payable to the order of such Eligible Assignee in an amount equal to such Loans assigned to it and, if the Assigning Lender has retained any Loans, a new Note evidencing each such Loans payable to the order of the Assigning Lender in the amount of such Loans retained by it (each such promissory note shall constitute a "Note" for purposes of the Operative Documents). Such new Notes shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of the Note being assigned. (f) Any Lender may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 13.8, disclose to the Assignee or participant or proposed Assignee or participant any information relating to the Lessor, any other Loan Party or any of their respective Subsidiaries furnished to such Lender by or on behalf of the Lessor, any other Loan Party or any of their respective Subsidiaries; provided that each such actual or proposed Assignee or participant shall agree to be bound by the provisions of Section 13.16 hereof.

inspection by the Lessor or any Lender at any reasonable time and from time to time upon reasonable prior notice. (e) Upon its receipt of an Assignment and Acceptance executed by an Assigning Lender and Assignee representing that it is an Eligible Assignee, together with the Notes subject to such assignment, the Agent shall, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit F hereto, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register, and (iii) give prompt written notice thereof to the Lessor. Within five Business Days after its receipt of such notice the Lessor, at its expense, shall execute and deliver to the Agent in exchange for each surrendered Note evidencing particular Loans, a new Note evidencing each such Loans payable to the order of such Eligible Assignee in an amount equal to such Loans assigned to it and, if the Assigning Lender has retained any Loans, a new Note evidencing each such Loans payable to the order of the Assigning Lender in the amount of such Loans retained by it (each such promissory note shall constitute a "Note" for purposes of the Operative Documents). Such new Notes shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of the Note being assigned. (f) Any Lender may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 13.8, disclose to the Assignee or participant or proposed Assignee or participant any information relating to the Lessor, any other Loan Party or any of their respective Subsidiaries furnished to such Lender by or on behalf of the Lessor, any other Loan Party or any of their respective Subsidiaries; provided that each such actual or proposed Assignee or participant shall agree to be bound by the provisions of Section 13.16 hereof. (g) Any Lender may assign and pledge all or any of the Notes held by it to any Federal Reserve Bank or the U.S. Treasury as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any operating circular issued by such Federal Reserve System and/or Federal Reserve Bank; provided, that, any payment made by the Lessor for the benefit of such assigning and/or pledging Lender in accordance with the terms of the Operative Documents shall satisfy the Lessor's obligations under the Operative Documents in respect thereof to the extent of such payment. No such assignment and/or pledge shall release the assigning and/or pledging Lender from its obligations hereunder. (h) The Lessor shall maintain, or cause to be maintained, a register (the "Registered Note Register") (which, at the request of the Lessor, shall be kept by the Agent on behalf of the Lessor at no extra charge to the Lessor at the address to which notices to the Agent are to be sent hereunder) on which it enters the name of the registered owner of each 35 of the Loan(s) evidenced by a Registered Note. Notwithstanding anything to the contrary contained in this Section 13.8, a Registered Note and the Loan(s) evidenced thereby may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer of such Registered Note and the Loan(s) evidenced thereby on the Registered Note Register (and each Registered Note shall expressly so provide). Any assignment or transfer of all or part of such Loan(s) and the Registered Note evidencing the same shall be registered on the Registered Note Register only upon surrender for registration of assignment or transfer of the Registered Note evidencing such Loan(s), duly endorsed by (or accompanied by a written instrument of assignment or transfer duly executed by) the registered noteholder thereof, and thereupon one or more new Registered Notes in the same aggregate principal amount shall be issued to the designated assignee(s) or transferee(s). Prior to the due presentment for registration of transfer of any Registered Note, the Lessor and the Agent shall treat the Person in whose name such Loan(s) and the Registered Note(s) evidencing the same are registered as the owner thereof for the purpose of receiving all payments thereon and for all other purposes, notwithstanding any notice to the contrary. The Registered Note Register shall be available for inspection by the Lessor and any Lender at any reasonable time upon reasonable prior notice. SECTION 13.9. GOVERNING LAW. THIS PARTICIPATION AGREEMENT SHALL IN ALL RESPECTS BE GOVERNED BY THE LAW OF THE STATE OF TEXAS (EXCLUDING ANY CONFLICT- OF-LAW OR CHOICE-OF-LAW RULES WHICH MIGHT LEAD TO THE APPLICATION OF THE INTERNAL LAWS OF ANY OTHER JURISDICTION) AS TO ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE.

of the Loan(s) evidenced by a Registered Note. Notwithstanding anything to the contrary contained in this Section 13.8, a Registered Note and the Loan(s) evidenced thereby may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer of such Registered Note and the Loan(s) evidenced thereby on the Registered Note Register (and each Registered Note shall expressly so provide). Any assignment or transfer of all or part of such Loan(s) and the Registered Note evidencing the same shall be registered on the Registered Note Register only upon surrender for registration of assignment or transfer of the Registered Note evidencing such Loan(s), duly endorsed by (or accompanied by a written instrument of assignment or transfer duly executed by) the registered noteholder thereof, and thereupon one or more new Registered Notes in the same aggregate principal amount shall be issued to the designated assignee(s) or transferee(s). Prior to the due presentment for registration of transfer of any Registered Note, the Lessor and the Agent shall treat the Person in whose name such Loan(s) and the Registered Note(s) evidencing the same are registered as the owner thereof for the purpose of receiving all payments thereon and for all other purposes, notwithstanding any notice to the contrary. The Registered Note Register shall be available for inspection by the Lessor and any Lender at any reasonable time upon reasonable prior notice. SECTION 13.9. GOVERNING LAW. THIS PARTICIPATION AGREEMENT SHALL IN ALL RESPECTS BE GOVERNED BY THE LAW OF THE STATE OF TEXAS (EXCLUDING ANY CONFLICT- OF-LAW OR CHOICE-OF-LAW RULES WHICH MIGHT LEAD TO THE APPLICATION OF THE INTERNAL LAWS OF ANY OTHER JURISDICTION) AS TO ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE. SECTION 13.10. Severability. Any provision of this Participation Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. SECTION 13.11. Liability Limited. (a) Each party hereto acknowledges and agrees that the Lessor is entering into this Participation Agreement and the other Operative Documents to which it is a party solely as an accommodation to the Lessee and that the Lessor shall not be liable or accountable under any circumstances whatsoever for or on account of any statements, representations, warranties, covenants or obligations stated to be those of the Lessor, except for its own gross negligence or willful misconduct and as otherwise expressly provided herein or in the other Operative Documents, and it is understood and agreed that all Obligations of the Lessor under the Operative Documents are solely nonrecourse obligations (except as otherwise 36

expressly provided therein). Nothing contained herein shall, however, affect in any manner the liability of the Lessee hereunder and under the other Operative Documents, which liability shall be full recourse. (b) No Lender shall have any obligation to any other Lender or to the Lessee or the Lessor with respect to transactions contemplated by the Operative Documents, except those obligations of such Lender expressly set forth in the Operative Documents or except as expressly set forth in the instruments delivered in connection therewith, and no Lender shall be liable for performance by any other party hereto of such other party's obligations under the Operative Documents except as otherwise so set forth. SECTION 13.12. Further Assurances. The parties hereto shall promptly cause to be taken, executed, acknowledged or delivered, at the sole expense of the Lessee, all such further acts, conveyances, documents and assurances as the other parties may from time to time reasonably request in order to carry out and preserve the security interests and liens (and the priority thereof) intended to be created pursuant to this Participation Agreement, the other Operative Documents, and the transactions thereunder (including, without limitation, the preparation, execution and filing of any and all Uniform Commercial Code financing statements and other filings or registrations which the parties hereto may from time to time request to be filed or effected); provided, however, that the Lessee shall not be required to pay expenses pursuant to this Section 13.12 to the extent arising from a breach or alleged breach by the Lenders of any agreement entered into in connection with the assignment or participation of any Loan. The Lessee, at its own expense and without need of any prior request from any other party, shall take such action as may be necessary (including any action specified in the preceding

expressly provided therein). Nothing contained herein shall, however, affect in any manner the liability of the Lessee hereunder and under the other Operative Documents, which liability shall be full recourse. (b) No Lender shall have any obligation to any other Lender or to the Lessee or the Lessor with respect to transactions contemplated by the Operative Documents, except those obligations of such Lender expressly set forth in the Operative Documents or except as expressly set forth in the instruments delivered in connection therewith, and no Lender shall be liable for performance by any other party hereto of such other party's obligations under the Operative Documents except as otherwise so set forth. SECTION 13.12. Further Assurances. The parties hereto shall promptly cause to be taken, executed, acknowledged or delivered, at the sole expense of the Lessee, all such further acts, conveyances, documents and assurances as the other parties may from time to time reasonably request in order to carry out and preserve the security interests and liens (and the priority thereof) intended to be created pursuant to this Participation Agreement, the other Operative Documents, and the transactions thereunder (including, without limitation, the preparation, execution and filing of any and all Uniform Commercial Code financing statements and other filings or registrations which the parties hereto may from time to time request to be filed or effected); provided, however, that the Lessee shall not be required to pay expenses pursuant to this Section 13.12 to the extent arising from a breach or alleged breach by the Lenders of any agreement entered into in connection with the assignment or participation of any Loan. The Lessee, at its own expense and without need of any prior request from any other party, shall take such action as may be necessary (including any action specified in the preceding sentence), or (if the Lessor shall so request) as so requested, in order to maintain and protect all security interests provided for hereunder or under any other Operative Document. SECTION 13.13. Submission to Jurisdiction. Each of the Lessee and each Subsidiary Guarantor hereby submits to the nonexclusive jurisdiction of the United States District Courts for the Southern District of Texas in Houston, Texas and for the Northern District of Texas, and of any Texas State Court sitting in Houston or Dallas, Texas, for purposes of all legal proceedings arising out of or relating to the Operative Documents or the transactions contemplated hereby. Each of the Lessee and each Subsidiary Guarantor irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. SECTION 13.14. Setoff. Subject to the provisions of Article V of the Loan Agreement, the Lessor and the Lenders shall, upon the occurrence of any Lease Default or Lease Event of Default, have the right to appropriate and apply to the payment of the Lessee's obligations under the 37 Master Lease, this Participation Agreement, the Guaranty and the other Operative Documents, and to the payment of the obligations of any Subsidiary Guarantor under the Guaranty, any and all balances, credits, deposits, accounts or moneys of the Lessee or any Subsidiary Guarantor then or thereafter maintained with the Lessor or any Lender. The rights of the Lessor, the Financing Lenders and the Equity Lenders under this Section 13.14 are in addition to other rights and remedies (including other rights of setoff under applicable law or otherwise) which such Person may have. Any such setoff shall be applied pro rata in payment of the Obligations to the Financing Lenders and the Equity Lenders in accordance with the priorities and provisions of the Intercreditor Agreement. SECTION 13.15. WAIVER OF JURY TRIAL. THE PARTIES HERETO VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS PARTICIPATION AGREEMENT OR ANY OTHER OPERATIVE DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY OF THE PARTIES HERETO. THE PARTIES HERETO HEREBY AGREE THAT THEY WILL NOT SEEK TO CONSOLIDATE ANY SUCH LITIGATION WITH ANY OTHER LITIGATION IN WHICH A JURY TRIAL HAS NOT OR CANNOT BE WAIVED. THE PROVISIONS OF THIS SECTION 13.15 HAVE BEEN FULLY NEGOTIATED BY THE PARTIES HERETO AND SHALL BE SUBJECT TO NO EXCEPTIONS. THE LESSEE ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS

Master Lease, this Participation Agreement, the Guaranty and the other Operative Documents, and to the payment of the obligations of any Subsidiary Guarantor under the Guaranty, any and all balances, credits, deposits, accounts or moneys of the Lessee or any Subsidiary Guarantor then or thereafter maintained with the Lessor or any Lender. The rights of the Lessor, the Financing Lenders and the Equity Lenders under this Section 13.14 are in addition to other rights and remedies (including other rights of setoff under applicable law or otherwise) which such Person may have. Any such setoff shall be applied pro rata in payment of the Obligations to the Financing Lenders and the Equity Lenders in accordance with the priorities and provisions of the Intercreditor Agreement. SECTION 13.15. WAIVER OF JURY TRIAL. THE PARTIES HERETO VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS PARTICIPATION AGREEMENT OR ANY OTHER OPERATIVE DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY OF THE PARTIES HERETO. THE PARTIES HERETO HEREBY AGREE THAT THEY WILL NOT SEEK TO CONSOLIDATE ANY SUCH LITIGATION WITH ANY OTHER LITIGATION IN WHICH A JURY TRIAL HAS NOT OR CANNOT BE WAIVED. THE PROVISIONS OF THIS SECTION 13.15 HAVE BEEN FULLY NEGOTIATED BY THE PARTIES HERETO AND SHALL BE SUBJECT TO NO EXCEPTIONS. THE LESSEE ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND EACH OTHER PROVISION OF EACH OTHER OPERATIVE DOCUMENT TO WHICH IT IS A PARTY) AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE LENDERS ENTERING INTO THIS PARTICIPATION AGREEMENT AND EACH SUCH OTHER OPERATIVE DOCUMENT. SECTION 13.16. Confidentiality. Each Lender agrees to exercise its best efforts to keep any information delivered or made available by any Loan Party to it which is clearly indicated to be confidential information, confidential from anyone other than Persons employed or retained by such Lender who are or are expected to become engaged in evaluating, approving, structuring or administering the Loans; provided that nothing herein shall prevent any Lender from disclosing such information (a) to any other Lender, (b) to any Person if reasonably incidental to the administration of the Loans, (c) upon the order of any court or administrative agency, (d) upon the request or demand of any regulatory agency or authority having jurisdiction over such Lender, (e) which has been publicly disclosed, (f) in connection with any litigation to which the Agent, any Lender or their respective Affiliates may be a party, (g) to the extent reasonably required in connection with the exercise of any remedy under the Operative Documents, (h) to such Lender's legal counsel, independent auditors and affiliates, and (i) to any actual or proposed participant or Assignee of all or part of its rights hereunder, so long as such actual or proposed participant or Assignee agrees to be bound by the provisions of this Section 13.16. 38 SECTION 13.17. Approvals and Consent. Except as may be expressly provided to the contrary in this Agreement or in the other Operative Documents (as applicable), in any instance under this Agreement or the other Operative Documents where the approval, consent or exercise of judgment of the Agent or any Lender is requested or required, (a) the granting or denial of such approval or consent and the exercise of such judgment shall be within the sole discretion of the Agent and such Lender, and the Agent and such Lender shall not, for any reason or to any extent, be required to grant such approval or consent or to exercise such judgment in any particular manner, regardless of the reasonableness of the request or the action or judgment of the Agent or such Lender, and (b) no approval or consent of the Agent or any Lender shall in any event be effective unless the same shall be in writing and the same shall be effective only in the specific instance and for the specific purpose for which given. [remainder of page left intentionally blank] 39

IN WITNESS WHEREOF, the parties hereto have caused this Participation Agreement to be duly executed by their respective officers thereunto duly authorized as of the day and year first above written.

SECTION 13.17. Approvals and Consent. Except as may be expressly provided to the contrary in this Agreement or in the other Operative Documents (as applicable), in any instance under this Agreement or the other Operative Documents where the approval, consent or exercise of judgment of the Agent or any Lender is requested or required, (a) the granting or denial of such approval or consent and the exercise of such judgment shall be within the sole discretion of the Agent and such Lender, and the Agent and such Lender shall not, for any reason or to any extent, be required to grant such approval or consent or to exercise such judgment in any particular manner, regardless of the reasonableness of the request or the action or judgment of the Agent or such Lender, and (b) no approval or consent of the Agent or any Lender shall in any event be effective unless the same shall be in writing and the same shall be effective only in the specific instance and for the specific purpose for which given. [remainder of page left intentionally blank] 39

IN WITNESS WHEREOF, the parties hereto have caused this Participation Agreement to be duly executed by their respective officers thereunto duly authorized as of the day and year first above written. MAIL-WELL I CORPORATION, as Lessee and Guarantor By: Name: Title: 40 ADDITIONAL GUARANTORS: MAIL-WELL, INC., as a Guarantor By: Name: Title: 41

WISCO ENVELOPE CORP., as a Guarantor By: Name: Title: 42

PAVEY ENVELOPE AND TAG CORP., as a Guarantor

IN WITNESS WHEREOF, the parties hereto have caused this Participation Agreement to be duly executed by their respective officers thereunto duly authorized as of the day and year first above written. MAIL-WELL I CORPORATION, as Lessee and Guarantor By: Name: Title: 40 ADDITIONAL GUARANTORS: MAIL-WELL, INC., as a Guarantor By: Name: Title: 41

WISCO ENVELOPE CORP., as a Guarantor By: Name: Title: 42

PAVEY ENVELOPE AND TAG CORP., as a Guarantor By:_____________________________________ Name: Title: 43

MAIL-WELL WEST, INC., as a Guarantor By: Name:

ADDITIONAL GUARANTORS: MAIL-WELL, INC., as a Guarantor By: Name: Title: 41

WISCO ENVELOPE CORP., as a Guarantor By: Name: Title: 42

PAVEY ENVELOPE AND TAG CORP., as a Guarantor By:_____________________________________ Name: Title: 43

MAIL-WELL WEST, INC., as a Guarantor By: Name: Title: 44

WISCO II, L.L.C., as a Guarantor By: Name: Title: 45

WISCO ENVELOPE CORP., as a Guarantor By: Name: Title: 42

PAVEY ENVELOPE AND TAG CORP., as a Guarantor By:_____________________________________ Name: Title: 43

MAIL-WELL WEST, INC., as a Guarantor By: Name: Title: 44

WISCO II, L.L.C., as a Guarantor By: Name: Title: 45

MAIL-WELL CANADA HOLDINGS, INC., as a Guarantor By: Name: Title: 46

PAVEY ENVELOPE AND TAG CORP., as a Guarantor By:_____________________________________ Name: Title: 43

MAIL-WELL WEST, INC., as a Guarantor By: Name: Title: 44

WISCO II, L.L.C., as a Guarantor By: Name: Title: 45

MAIL-WELL CANADA HOLDINGS, INC., as a Guarantor By: Name: Title: 46

GRAPHIC ARTS CENTER, INC., as a Guarantor By: Name: Title: 47

MAIL-WELL WEST, INC., as a Guarantor By: Name: Title: 44

WISCO II, L.L.C., as a Guarantor By: Name: Title: 45

MAIL-WELL CANADA HOLDINGS, INC., as a Guarantor By: Name: Title: 46

GRAPHIC ARTS CENTER, INC., as a Guarantor By: Name: Title: 47

WISCO III, L.L.C., as a Guarantor By: Name: Title: 48

WISCO II, L.L.C., as a Guarantor By: Name: Title: 45

MAIL-WELL CANADA HOLDINGS, INC., as a Guarantor By: Name: Title: 46

GRAPHIC ARTS CENTER, INC., as a Guarantor By: Name: Title: 47

WISCO III, L.L.C., as a Guarantor By: Name: Title: 48

WISCO ENVELOPE CORP., as a Guarantor By: Name: Title: 49

MAIL-WELL CANADA HOLDINGS, INC., as a Guarantor By: Name: Title: 46

GRAPHIC ARTS CENTER, INC., as a Guarantor By: Name: Title: 47

WISCO III, L.L.C., as a Guarantor By: Name: Title: 48

WISCO ENVELOPE CORP., as a Guarantor By: Name: Title: 49

PARIBAS PROPERTIES, INC. a Delaware corporation By:______________________________________ Edward V. Canale, President By:______________________________________ Matthew J. Cooleen, Vice President 50

GRAPHIC ARTS CENTER, INC., as a Guarantor By: Name: Title: 47

WISCO III, L.L.C., as a Guarantor By: Name: Title: 48

WISCO ENVELOPE CORP., as a Guarantor By: Name: Title: 49

PARIBAS PROPERTIES, INC. a Delaware corporation By:______________________________________ Edward V. Canale, President By:______________________________________ Matthew J. Cooleen, Vice President 50 FINANCING LENDER: ARAB BANKING CORPORATION (B.S.C.) By: Name: Title:

WISCO III, L.L.C., as a Guarantor By: Name: Title: 48

WISCO ENVELOPE CORP., as a Guarantor By: Name: Title: 49

PARIBAS PROPERTIES, INC. a Delaware corporation By:______________________________________ Edward V. Canale, President By:______________________________________ Matthew J. Cooleen, Vice President 50 FINANCING LENDER: ARAB BANKING CORPORATION (B.S.C.) By: Name: Title: Address for Notices: Arab Banking Corporation (B.S.C.) 277 Park Avenue, 32nd Floor New York, New York 10172 Telecopy No.: 212-583-0921 Telephone No.:_____________ Attention: Ms. Louise Weiss With a copy to:
Arab Banking Corporation (B.S.C.) 600 Travis Street, Suite 1900 Houston, Texas 77002 Telecopy No.: 713-227-6507 Telephone No.: 713-227-8444 Attention: Stephen Plauche

WISCO ENVELOPE CORP., as a Guarantor By: Name: Title: 49

PARIBAS PROPERTIES, INC. a Delaware corporation By:______________________________________ Edward V. Canale, President By:______________________________________ Matthew J. Cooleen, Vice President 50 FINANCING LENDER: ARAB BANKING CORPORATION (B.S.C.) By: Name: Title: Address for Notices: Arab Banking Corporation (B.S.C.) 277 Park Avenue, 32nd Floor New York, New York 10172 Telecopy No.: 212-583-0921 Telephone No.:_____________ Attention: Ms. Louise Weiss With a copy to:
Arab Banking Corporation (B.S.C.) 600 Travis Street, Suite 1900 Houston, Texas 77002 Telecopy No.: 713-227-6507 Telephone No.: 713-227-8444 Attention: Stephen Plauche

Lending Office for Prime Rate Loans: Arab Banking Corporation (B.S.C.) 277 Park Avenue, 32nd Floor New York, New York 10172-3299 Attention: Ms. Louise Weiss 51 FINANCING LENDER: BANK OF AMERICA ILLINOIS

PARIBAS PROPERTIES, INC. a Delaware corporation By:______________________________________ Edward V. Canale, President By:______________________________________ Matthew J. Cooleen, Vice President 50 FINANCING LENDER: ARAB BANKING CORPORATION (B.S.C.) By: Name: Title: Address for Notices: Arab Banking Corporation (B.S.C.) 277 Park Avenue, 32nd Floor New York, New York 10172 Telecopy No.: 212-583-0921 Telephone No.:_____________ Attention: Ms. Louise Weiss With a copy to:
Arab Banking Corporation (B.S.C.) 600 Travis Street, Suite 1900 Houston, Texas 77002 Telecopy No.: 713-227-6507 Telephone No.: 713-227-8444 Attention: Stephen Plauche

Lending Office for Prime Rate Loans: Arab Banking Corporation (B.S.C.) 277 Park Avenue, 32nd Floor New York, New York 10172-3299 Attention: Ms. Louise Weiss 51 FINANCING LENDER: BANK OF AMERICA ILLINOIS By: Name: Title:
Address for Notices: ------------------Bank of America Illinois 231 S. LaSalle Street Chicago, Illinois 60697 Telecopy No.: 312-974-9626

FINANCING LENDER: ARAB BANKING CORPORATION (B.S.C.) By: Name: Title: Address for Notices: Arab Banking Corporation (B.S.C.) 277 Park Avenue, 32nd Floor New York, New York 10172 Telecopy No.: 212-583-0921 Telephone No.:_____________ Attention: Ms. Louise Weiss With a copy to:
Arab Banking Corporation (B.S.C.) 600 Travis Street, Suite 1900 Houston, Texas 77002 Telecopy No.: 713-227-6507 Telephone No.: 713-227-8444 Attention: Stephen Plauche

Lending Office for Prime Rate Loans: Arab Banking Corporation (B.S.C.) 277 Park Avenue, 32nd Floor New York, New York 10172-3299 Attention: Ms. Louise Weiss 51 FINANCING LENDER: BANK OF AMERICA ILLINOIS By: Name: Title:
Address for Notices: ------------------Bank of America Illinois 231 S. LaSalle Street Chicago, Illinois 60697 Telecopy No.: 312-974-9626 Telephone No.: 312-828-6386 Attention: Juanita L. Hester

with a copy to: Bank of America U.S. Div. - S.F. Credit Products #3838 555 California Street, 41st Floor San Francisco, CA 94104 Attention: Kevin Leader Lending Office for Prime Rate Loans: Bank of America Illinois 231 S. LaSalle Street Chicago, Illinois 60697 Attention: Juanita L. Hester

FINANCING LENDER: BANK OF AMERICA ILLINOIS By: Name: Title:
Address for Notices: ------------------Bank of America Illinois 231 S. LaSalle Street Chicago, Illinois 60697 Telecopy No.: 312-974-9626 Telephone No.: 312-828-6386 Attention: Juanita L. Hester

with a copy to: Bank of America U.S. Div. - S.F. Credit Products #3838 555 California Street, 41st Floor San Francisco, CA 94104 Attention: Kevin Leader Lending Office for Prime Rate Loans: Bank of America Illinois 231 S. LaSalle Street Chicago, Illinois 60697 Attention: Juanita L. Hester 52 FINANCING LENDER: THE BANK OF NOVA SCOTIA By: Name: Title:
Address for Notices: ------------------The Bank of Nova Scotia, Atlanta Agency 600 Peachtree Street N.E., Suite 2700 Atlanta, Georgia 30308 Telecopy No.: 404-888-8998 Telephone No.: 404-877-1500 Attention: F.C.H. Ashby

with a copy to:
The Bank of Nova Scotia Houston Representative Office 1100 Louisiana, Suite 3000 Houston, Texas 77002 Telecopy No.: 713-752-2425 Telephone No.: 713-759-3432 Attention: Rosine Matthews

Lending Office for Prime Rate Loans:

FINANCING LENDER: THE BANK OF NOVA SCOTIA By: Name: Title:
Address for Notices: ------------------The Bank of Nova Scotia, Atlanta Agency 600 Peachtree Street N.E., Suite 2700 Atlanta, Georgia 30308 Telecopy No.: 404-888-8998 Telephone No.: 404-877-1500 Attention: F.C.H. Ashby

with a copy to:
The Bank of Nova Scotia Houston Representative Office 1100 Louisiana, Suite 3000 Houston, Texas 77002 Telecopy No.: 713-752-2425 Telephone No.: 713-759-3432 Attention: Rosine Matthews

Lending Office for Prime Rate Loans: The Bank of Nova Scotia, Atlanta Agency 600 Peachtree Street N.E., Suite 2700 Atlanta, Georgia 30308 Attention: Cleve Bushey 53 FINANCING LENDER: THE BOATMEN'S NATIONAL BANK OF ST. LOUIS By: Name: Title:
Address for Notices: ------------------The Boatmen's National Bank of St. Louis 800 Market Street, Mail Station LBP 37-01 St. Louis, Missouri 63101 Telecopy No.: 314-466-6645 Telephone No.: 314-466-7368 Attention: Pamela Boggeman

Lending Office for Prime Rate Loans: The Boatmen's National Bank of St. Louis, Leveraged Finance 800 Market Street, Mail Station LBP 37-01 St. Louis, Missouri 63101 Attention: Pamela Boggeman

FINANCING LENDER: THE BOATMEN'S NATIONAL BANK OF ST. LOUIS By: Name: Title:
Address for Notices: ------------------The Boatmen's National Bank of St. Louis 800 Market Street, Mail Station LBP 37-01 St. Louis, Missouri 63101 Telecopy No.: 314-466-6645 Telephone No.: 314-466-7368 Attention: Pamela Boggeman

Lending Office for Prime Rate Loans: The Boatmen's National Bank of St. Louis, Leveraged Finance 800 Market Street, Mail Station LBP 37-01 St. Louis, Missouri 63101 Attention: Pamela Boggeman Lending Office for Eurodollar Loans: The Boatmen's National Bank of St. Louis, Leveraged Finance 800 Market Street, Mail Station LBP 37-01 St. Louis, Missouri 63101 Attention: Pamela Boggeman 54 FINANCING LENDER: THE CIT GROUP/BUSINESS CREDIT, INC.
By: ----------------------------------Name: --------------------------------Title: -------------------------------Address for Notices: ------------------The CIT Group/Business Credit, Inc. Two Lincoln Centre, 5420 LBJ Freeway, Suite 200 Dallas, Texas 75240 Telecopy No.: 972-455-1690 Telephone No.: 972-455-1678 Attention: Pam Wozniak or Susan Brooks

Lending Office for Prime Rate Loans: The CIT Group/Business Credit, Inc. Two Lincoln Centre, 5420 LBJ Freeway, Suite 200 Dallas, Texas 75240 Attention: Pam Wozniak Lending Office for Eurodollar Loans:

FINANCING LENDER: THE CIT GROUP/BUSINESS CREDIT, INC.
By: ----------------------------------Name: --------------------------------Title: -------------------------------Address for Notices: ------------------The CIT Group/Business Credit, Inc. Two Lincoln Centre, 5420 LBJ Freeway, Suite 200 Dallas, Texas 75240 Telecopy No.: 972-455-1690 Telephone No.: 972-455-1678 Attention: Pam Wozniak or Susan Brooks

Lending Office for Prime Rate Loans: The CIT Group/Business Credit, Inc. Two Lincoln Centre, 5420 LBJ Freeway, Suite 200 Dallas, Texas 75240 Attention: Pam Wozniak Lending Office for Eurodollar Loans: The CIT Group/Business Credit, Inc. Two Lincoln Centre, 5420 LBJ Freeway, Suite 200 Dallas, Texas 75240 Attention: Pam Wozniak 55 FINANCING LENDER: CREDIT LYONNAIS NEW YORK BRANCH By: Name: Title: Addresses for Notices: Credit Lyonnais 1301 Avenue of the Americas New York, New York 10019 Telecopy No.: 212-459-3170 Telephone No.: 212-459-7000 Attention: Mark Koneval With a copy to:
Credit Lyonnais 2200 Ross Avenue, Suite 4400 West Dallas, Texas 75201 Telecopy No.: 214-220-2323 Telephone No.: 214-220-2300 Attention: Brian Brown

FINANCING LENDER: CREDIT LYONNAIS NEW YORK BRANCH By: Name: Title: Addresses for Notices: Credit Lyonnais 1301 Avenue of the Americas New York, New York 10019 Telecopy No.: 212-459-3170 Telephone No.: 212-459-7000 Attention: Mark Koneval With a copy to:
Credit Lyonnais 2200 Ross Avenue, Suite 4400 West Dallas, Texas 75201 Telecopy No.: 214-220-2323 Telephone No.: 214-220-2300 Attention: Brian Brown

Lending Office for Prime Rate Loans: Credit Lyonnais New York Branch 2200 Ross Avenue, Suite 4400 West Dallas, Texas 75201 Attention: Credit Lyonnais Lending Office for Eurodollar Loans: Credit Lyonnais New York Branch 2200 Ross Avenue, Suite 4400 West Dallas, Texas 75201 56

Attention: Credit Lyonnais 57 FINANCING LENDER: THE FUJI BANK, LIMITED By: Name: Title:
Address for Notices: ------------------The Fuji Bank, Limited 1221 McKinney Street, Suite 4100 Houston, Texas 77010 Telecopy No.: 713-759-0048 Telephone No.: 713-650-7854 Attention: Nate Ellis

Attention: Credit Lyonnais 57 FINANCING LENDER: THE FUJI BANK, LIMITED By: Name: Title:
Address for Notices: ------------------The Fuji Bank, Limited 1221 McKinney Street, Suite 4100 Houston, Texas 77010 Telecopy No.: 713-759-0048 Telephone No.: 713-650-7854 Attention: Nate Ellis

Lending Office for Prime Rate Loans: The Fuji Bank, Limited 1221 McKinney Street, Suite 4100 Houston, Texas 77010 Attention: Nate Ellis Lending Office for Eurodollar Loans: The Fuji Bank, Limited 1221 McKinney Street, Suite 4100 Houston, Texas 77010 Attention: Nate Ellis 58 FINANCING LENDER: THE LONG-TERM CREDIT BANK OF JAPAN, LIMITED, NEW YORK BRANCH By: Name: Title:
Address for Notices: ------------------The Long-Term Credit Bank of Japan, Limited, New York Branch 165 Broadway, 49th Floor New York, New York 10006 Telecopy No.: 212-608-2371 Telephone No.: 212-335-4550 Attention: Frank H. Madden

Lending Office for Prime Rate Loans: The Long-Term Credit Bank of Japan, Limited, New York Branch 165 Broadway, 49th Floor New York, New York 10006 Attention: Frank H. Madden

FINANCING LENDER: THE FUJI BANK, LIMITED By: Name: Title:
Address for Notices: ------------------The Fuji Bank, Limited 1221 McKinney Street, Suite 4100 Houston, Texas 77010 Telecopy No.: 713-759-0048 Telephone No.: 713-650-7854 Attention: Nate Ellis

Lending Office for Prime Rate Loans: The Fuji Bank, Limited 1221 McKinney Street, Suite 4100 Houston, Texas 77010 Attention: Nate Ellis Lending Office for Eurodollar Loans: The Fuji Bank, Limited 1221 McKinney Street, Suite 4100 Houston, Texas 77010 Attention: Nate Ellis 58 FINANCING LENDER: THE LONG-TERM CREDIT BANK OF JAPAN, LIMITED, NEW YORK BRANCH By: Name: Title:
Address for Notices: ------------------The Long-Term Credit Bank of Japan, Limited, New York Branch 165 Broadway, 49th Floor New York, New York 10006 Telecopy No.: 212-608-2371 Telephone No.: 212-335-4550 Attention: Frank H. Madden

Lending Office for Prime Rate Loans: The Long-Term Credit Bank of Japan, Limited, New York Branch 165 Broadway, 49th Floor New York, New York 10006 Attention: Frank H. Madden Lending Office for Eurodollar Loans: The Long-Term Credit Bank of Japan, Limited, New York Branch 165 Broadway, 49th Floor New York, New York 10006 Attention: Frank H. Madden

FINANCING LENDER: THE LONG-TERM CREDIT BANK OF JAPAN, LIMITED, NEW YORK BRANCH By: Name: Title:
Address for Notices: ------------------The Long-Term Credit Bank of Japan, Limited, New York Branch 165 Broadway, 49th Floor New York, New York 10006 Telecopy No.: 212-608-2371 Telephone No.: 212-335-4550 Attention: Frank H. Madden

Lending Office for Prime Rate Loans: The Long-Term Credit Bank of Japan, Limited, New York Branch 165 Broadway, 49th Floor New York, New York 10006 Attention: Frank H. Madden Lending Office for Eurodollar Loans: The Long-Term Credit Bank of Japan, Limited, New York Branch 165 Broadway, 49th Floor New York, New York 10006 Attention: Frank H. Madden 59 FINANCING LENDER: NATIONAL BANK OF CANADA By: Name: Title: By: Name: Title:
Address for Notices: ------------------National Bank of Canada 2121 San Jacinto, Suite 1850 Dallas, Texas 75201 Telecopy No.: 214-871-2015 Telephone No.: 214-871-1208 Attention: Larry Sears (2 copies requested)

Lending Office for Prime Rate Loans:

FINANCING LENDER: NATIONAL BANK OF CANADA By: Name: Title: By: Name: Title:
Address for Notices: ------------------National Bank of Canada 2121 San Jacinto, Suite 1850 Dallas, Texas 75201 Telecopy No.: 214-871-2015 Telephone No.: 214-871-1208 Attention: Larry Sears (2 copies requested)

Lending Office for Prime Rate Loans: National Bank of Canada, New York Branch 125 West 55th Street New York, New York 10019-5366 Attention: Eleanor Valentine Lending Office for Eurodollar Loans: National Bank of Canada 125 West 55th Street New York, New York 10019-5366 Attention: Eleanor Valentine 60 FINANCING LENDER: NATIONSBANK OF TEXAS, N.A. By: Name: Title:
Address for Notices: ------------------NationsBank of Texas, N.A. 901 Main Street Dallas, Texas 75202 Telecopy No.: 214-508-0980 Telephone No.: 214-508-3363 Attention: Kimberly Knop

Lending Office for Prime Rate Loans: NationsBank of Texas, N.A.

FINANCING LENDER: NATIONSBANK OF TEXAS, N.A. By: Name: Title:
Address for Notices: ------------------NationsBank of Texas, N.A. 901 Main Street Dallas, Texas 75202 Telecopy No.: 214-508-0980 Telephone No.: 214-508-3363 Attention: Kimberly Knop

Lending Office for Prime Rate Loans: NationsBank of Texas, N.A. 901 Main Street Dallas, Texas 75202 Attention: Kimberly Knop Lending Office for Eurodollar Loans: NationsBank of Texas, N.A. 901 Main Street Dallas, Texas 75202 Attention: Kimberly Knop 61 FINANCING LENDER: SOCIETE GENERALE, SOUTHWEST AGENCY By: Name: Title:
Address for Notices: ------------------Societe Generale 1111 Bagby, Suite 2020 Houston, Texas 77002 Telecopy No.: 713-650-0824 Telephone No.: 713-759-6318 Attention: Dick Erbert

with a copy to: Societe Generale 2001 Ross Avenue, Suite 4800 Dallas, Texas 75201 Attention: Angela Aldridge

FINANCING LENDER: SOCIETE GENERALE, SOUTHWEST AGENCY By: Name: Title:
Address for Notices: ------------------Societe Generale 1111 Bagby, Suite 2020 Houston, Texas 77002 Telecopy No.: 713-650-0824 Telephone No.: 713-759-6318 Attention: Dick Erbert

with a copy to: Societe Generale 2001 Ross Avenue, Suite 4800 Dallas, Texas 75201 Attention: Angela Aldridge Lending Office for Prime Rate Loans: Societe Generale 2001 Ross Avenue, Suite 4800 Dallas, Texas 75201 Attention: Angela Aldridge Lending Office for Eurodollar Loans: Societe Generale 2001 Ross Avenue, Suite 4800 Dallas, Texas 75201 Attention: Angela Aldridge 62

Participation Agreement 63 FINANCING LENDER: TEXAS COMMERCE BANK NATIONAL ASSOCIATION By: Name: Title:
Address for Notices: ------------------Texas Commerce Bank National Association 707 Travis Street, 7-TCB-North #79 Houston, Texas 77002 Telecopy No.: 713-216-6387 Telephone No.: 713-216-5656 Attention: Mary Arnold

Lending Office for Prime Rate Loans:

Participation Agreement 63 FINANCING LENDER: TEXAS COMMERCE BANK NATIONAL ASSOCIATION By: Name: Title:
Address for Notices: ------------------Texas Commerce Bank National Association 707 Travis Street, 7-TCB-North #79 Houston, Texas 77002 Telecopy No.: 713-216-6387 Telephone No.: 713-216-5656 Attention: Mary Arnold

Lending Office for Prime Rate Loans: Texas Commerce Bank National Association 707 Travis Street, 7-TCB-North #79 Houston, Texas 77002 Attention: Mary Arnold Lending Office for Eurodollar Loans: Texas Commerce Bank National Association 707 Travis Street, 7-TCB-North #79 Houston, Texas 77002 Attention: Mary Arnold 64 EQUITY LENDERS: GENERAL ELECTRIC CAPITAL CORPORATION By: Name: Title:
Address for Notices: ------------------General Electric Capital Corporation 5400 LBJ Freeway, Suite 1280 Dallas, Texas 75240 Telecopy No.: 214-991-6367 Telephone No.: 214-419-3229 Attention: Steven R. Bellah

Lending Office for Prime Rate Loans:

FINANCING LENDER: TEXAS COMMERCE BANK NATIONAL ASSOCIATION By: Name: Title:
Address for Notices: ------------------Texas Commerce Bank National Association 707 Travis Street, 7-TCB-North #79 Houston, Texas 77002 Telecopy No.: 713-216-6387 Telephone No.: 713-216-5656 Attention: Mary Arnold

Lending Office for Prime Rate Loans: Texas Commerce Bank National Association 707 Travis Street, 7-TCB-North #79 Houston, Texas 77002 Attention: Mary Arnold Lending Office for Eurodollar Loans: Texas Commerce Bank National Association 707 Travis Street, 7-TCB-North #79 Houston, Texas 77002 Attention: Mary Arnold 64 EQUITY LENDERS: GENERAL ELECTRIC CAPITAL CORPORATION By: Name: Title:
Address for Notices: ------------------General Electric Capital Corporation 5400 LBJ Freeway, Suite 1280 Dallas, Texas 75240 Telecopy No.: 214-991-6367 Telephone No.: 214-419-3229 Attention: Steven R. Bellah

Lending Office for Prime Rate Loans:

Attention: Lending Office for Eurodollar Loans:

EQUITY LENDERS: GENERAL ELECTRIC CAPITAL CORPORATION By: Name: Title:
Address for Notices: ------------------General Electric Capital Corporation 5400 LBJ Freeway, Suite 1280 Dallas, Texas 75240 Telecopy No.: 214-991-6367 Telephone No.: 214-419-3229 Attention: Steven R. Bellah

Lending Office for Prime Rate Loans:

Attention: Lending Office for Eurodollar Loans:

Attention: 65

BANQUE PARIBAS, as Agent and a Financing Lender By: ________________________________________ Pierre-Jean de Filippis, General Manager By: ________________________________________ Christopher S. Goodwin, Vice President 66

BANQUE PARIBAS, as an Equity Lender By: ________________________________________ Pierre-Jean de Filippis, General Manager By: ________________________________________ Christopher S. Goodwin, Vice President 67

SCHEDULE I

BANQUE PARIBAS, as Agent and a Financing Lender By: ________________________________________ Pierre-Jean de Filippis, General Manager By: ________________________________________ Christopher S. Goodwin, Vice President 66

BANQUE PARIBAS, as an Equity Lender By: ________________________________________ Pierre-Jean de Filippis, General Manager By: ________________________________________ Christopher S. Goodwin, Vice President 67

SCHEDULE I COMMITMENTS
- ------------------------------------------------------------------------------------------------------TYPE OF COMMITMENT LENDERS LENDER AMOUNT COMMITMENT PERC - ------------------------------------------------------------------------------------------------------EQUITY FIN LOANS L =================================================================================