Multi Packaging Solutions Acquisitions 1 Limited

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All monies

All monies

All monies

All monies

All monies

All monies

All monies

All monies

All monies

ALL ADVANCES,DEBTS,LIABILITIES,INDEMNITI ES,U.K.OBLIGATIONS,COVENANTS AND DUTIES WHICH ARE OWING BY THE COMPANY OR ANY U. K.OBLIGOR TO ANY LENDER,WHETHER DIRECT O R INDIRECT (INCLUDING THOSE ACQUIRED BY ASSIGNMENT),ABSOLUTE OR CONTINGENT,DUE O R TO BECOME DUE,ARISING ON OR AFTER 15 J UNE 2000 OR ARISING,UNDER ANY LOAN DOCUM ENT,PROVIDED THAT THERE SHALL BE EXCLUDE D FROM THE FOREGOING ANY ADVANCE,DEBT,LI ABILITY,OBLIGATION,COVENANT OR DUTY WHIC H WOULD,BUT FOR THIS PROVISO,CAUSE THE S ECURITY WHICH WOULD OTHERWISE BE CONSTIT UTED BY THE CHARGE AND MEMORANDUM TO CON STITUTE SECURITY PROVIDED BY A "CONTROLL ED FOREIGN CORPORATION" FOR U.S.FEDERAL INCOME TAX PURPOSES OF THE OBLIGATIONS O F ANY U.S.ENTITY WHICH IS EITHER (A) A " UNITED STATES SHAREHOLDER" OF THE DEPOSI TOR,WITHIN THE MEANING OF SECTION 951(B) OF THE CODE,OR (B) A CORPORATION,25 PER CENT OR MORE OF THE TOTAL COMBINED VOTIN G POWER OF WHICH IS OWNED (DIRECTLY,INDI RECTLY OR CONSTRUCTIVELY) BY ONE OR MORE UNITED STATES SHAREHOLDERS OF THE DEPOS ITOR IN THE AGGREGATE (THE "SECURED OBLI GATIONS")

IN FAVOUR OF THE CHARGEE ALL ADVANCES, D EBTS, LIABILITIES, INDEMNITIES, U.K. OBL IGATIONS, COVENANTS AND DUTIES WHICH ARE OWING BY THE COMPANY OR ANY U.K. OBLIGO R TO ANY LENDER, WHETHER DIRECT OR INDIR ECT (INCLUDING THOSE ACQUIRED BY ASSIGNM ENT), ABSOLUTE OR CONTINGENT, DUE OR TO BECOME DUE, ARISING ON OR AFTER 23RD FEB RUARY 2000 OR ARISING, UNDER ANY LOAN DO CUMENT TO WHICH IT IS A PARTY, PROVIDED THAT THERE SHALL BE EXCLUDED FROM THE FO REGOING ANY ADVANCE, DEBT, LIABILITIY, O BLIGATION, INDEMNITY, COVENANT OR DUTY W HICH WOULD, BUT FOR THIS PROVISO, CAUSE THE SECURITY WHICH WOULD OTHERWISE BE CO NSTITUTED BY THE CHARGE AND MEMORANDUM T O CONSTITUTE SECURITY PROVIDED BY A "CON TROLLED FOREIGN CORPORATION" FOR U.S. FE DRAL INCOME TAX PURPOSES OF THE OBLIGATI ONS OF ANY U.S. ENTITY WHICH IS EITHER ( A) A "UNITED STATES SHAREHOLDER" OF THE DEPOSITOR, WITHIN THE MEANING OF SECTION 951(B) OF THE CODE, OR (B) A CORPORATIO N, 25 PRECENT OR MORE OF THE TOTAL COMBI NED VOTING POWER WHICH IS OWNED (DIRECTL Y, INDIRECTLY OR CONSTRUCTIVELY) BY ONE OR MORE UNITED STATES SHAREHOLDERS OF TH E DEPOSITOR IN THE AGGREGATE (THE "SECUR ED OBLIGATIONS")