EX-10.2



 Exhibit 10.2 

EXECUTION COPY 
 AMENDED AND RESTATED

 MASTER DEFINITIONS AGREEMENT 

ORIGINALLY DATED 27 APRIL 2012 

AND AS AMENDED AND RESTATED ON 20 APRIL 2015 

COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. 

TRADING AS RABOBANK LONDON 

and 
 COÖPERATIEVE
CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. 
 and 

NIEUW AMSTERDAM RECEIVABLES CORPORATION S.À.R.L. 

and 
 COOPERAGE RECEIVABLES
FINANCE B.V. 
 and 

STICHTING COOPERAGE RECEIVABLES FINANCE HOLDING 

and 
 GREIF SERVICES BELGIUM
BVBA 
 and 
 GREIF, INC.

 and 
 THE ORIGINATORS
AS DESCRIBED HEREIN 
 and 

TRUST INTERNATIONAL MANAGEMENT (T.I.M.) B.V. 
  





 
 Allen & Overy LLP 







 CONTENTS 
  

							
	Clause	  	Page	 
			
	 1.
	 	 Definitions and Interpretation
	  	 	4	  
	 2.
	 	 Further Assurance
	  	 	45	  
	 3.
	 	 No Reliance
	  	 	45	  
	 4.
	 	 No Rescission or Nullification
	  	 	45	  
	 5.
	 	 Breach of Duty
	  	 	45	  
	 6.
	 	 Facility Party to Transaction Documents
	  	 	45	  
	 7.
	 	 Change of Transaction Party
	  	 	46	  
	 8.
	 	 Restriction on Enforcement of Security, Non-Petition and Limited Recourse
	  	 	46	  
	 9.
	 	 Provisions Relating to the Security Agreement
	  	 	48	  
	 10.
	 	 No Obligations in certain circumstances
	  	 	48	  
	 11.
	 	 Confidentiality
	  	 	49	  
	 12.
	 	 Calculations and Payments
	  	 	50	  
	 13.
	 	 Value Added Tax
	  	 	51	  
	 14.
	 	 Withholding Taxes
	  	 	52	  
	 15.
	 	 Stamp Duty
	  	 	52	  
	 16.
	 	 Notices
	  	 	52	  
	 17.
	 	 Variation of Transaction Documents
	  	 	53	  
	 18.
	 	 Partial Invalidity
	  	 	53	  
	 19.
	 	 Entire Agreement
	  	 	54	  
	 20.
	 	 Multiple Capacities
	  	 	54	  
	 21.
	 	 Inconsistency
	  	 	54	  
	 22.
	 	 Services Non-Exclusive
	  	 	54	  
	 23.
	 	 Exercise of Rights and Remedies
	  	 	54	  
	 24.
	 	 Assignment and Subcontracting
	  	 	55	  
	 25.
	 	 Governing Law and Jurisdiction
	  	 	55	  
		
	 Signatories
	  	 	57	  
	
	Schedule	  
			
	 1.
	 	 Originators
	  	 	59	  
	 2.
	 	 Notice Details
	  	 	60	  
	 3.
	 	 Eligibility Criteria
	  	 	63	  
	 4.
	 	 Conditions precedent
	  	 	65	  
		 	 Part 1         Initial Condition Precedent
	  	 	65	  
		 	 Part 2         Continuing Conditions Precedent
	  	 	66	  
	 5.
	 	 Overview of law applicable to contracts
	  	 	68	  
	 6.
	 	 Key Accounts and Transfer Requirements
	  	 	68	  








 This MASTER DEFINITIONS AGREEMENT is made on 20 April 2015 

BETWEEN: 
  

	(1)	COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. TRADING AS RABOBANK LONDON, a cooperative with limited liability (coöperatie met beperkte aansprakelijkheid) incorporated under the laws of
The Netherlands, having its corporate seat (statutaire zetel) in Amsterdam, the Netherlands and its registered office at Croeselaan 18, 3521 CB Utrecht, The Netherlands acting through its office at Thames Court, One Queenhithe, London, EC4V
3RL, the United Kingdom, acting in its capacity as funding administrator, committed purchaser, and Main SPV administrator (the Funding Administrator, Committed Purchaser and Main SPV Administator); 


 

	(2)	COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., a cooperative with limited liability (coöperatie met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands, having its
corporate seat (statutaire zetel) in Amsterdam, the Netherlands and its registered office at Croeselaan 18, 3521 CB Utrecht, The Netherlands acting in its capacity as Italian intermediary, Main SPV account bank and facility agent (the
Italian Intermediary, Main SPV Account Bank and Facility Agent); 

  

	(3)	NIEUW AMSTERDAM RECEIVABLES CORPORATION S.À.R.L., a société à responsabilité limitée organised under the laws of the Grand Duchy of Luxembourg, having its registered
office at 6, Rue Eugène Ruppert, L-2453 Luxembourg, acting as conduit purchaser (the Conduit Purchaser); 

  

	(4)	COOPERAGE RECEIVABLES FINANCE B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid), incorporated under the laws of The Netherlands having its corporate seat
(statutaire zetel) in Amsterdam, The Netherlands and its registered office at Naritaweg 165, 1043 BW Amsterdam, The Netherlands acting as main SPV (the Main SPV); 


 

	(5)	STICHTING COOPERAGE RECEIVABLES FINANCE HOLDING, a foundation (stichting) established under the laws of The Netherlands having its statutory seat (statutaire zetel) in Amsterdam, The Netherlands and
its registered office at Naritaweg 165 Telestone 8, 1043 BW Amsterdam, The Netherlands in its capacity as Shareholder; 

  

	(6)	GREIF SERVICES BELGIUM BVBA (formerly named Greif Coordination Center BVBA), a company incorporated under Belgian law, registered with the register of legal entities (RPM/RPR) under the number
0438.202.052, Commercial Court of Antwerp, Belgium, whose registered office is at Beukenlei 24, 2960 Brecht, Belgium acting in its capacity as subordinated lender, onward seller, originator agent and servicer (Greif CC, Subordinated
Lender, Belgian Intermediary, Originator Agent and Servicer); and 

  

	(7)	GREIF, INC., a corporation incorporated under the laws of the state of Delaware whose registered office is 425 Winter Road, Delaware, Ohio 43015, United States of America acting as performance indemnity provider
(the Performance Indemnity Provider); 

  

	(8)	The entities set out in Schedule 1 (the Originators); and 

  

	(9)	TRUST INTERNATIONAL MANAGEMENT (T.I.M.) B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands having its
corporate seat (statutaire zetel) in Amsterdam, The Netherlands and its registered office at Naritaweg 165 Telestone 8, 1043 BW Amsterdam, The Netherlands in its capacity as Main SPV’s Director and Shareholder’s Director.



  
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 WHEREAS: 
  

	(A)	The Greif Group has initiated a trade receivables securitisation programme with Rabobank International pursuant to which: 

  

	 	(i)	each Originator will sell, assign and transfer Receivables to an Intermediary in accordance with the relevant Originator Receivables Purchase Agreement; 


 

	 	(ii)	each Intermediary will onsell, assign and transfer those Receivables acquired by it to the Main SPV in accordance with the relevant Intermediary Receivables Purchase Agreement; and 


 

	 	(iii)	the Main SPV will onsell, assign and (if required by the Funding Purchasers) transfer those Receivables acquired by it to a Funding Purchaser in accordance with the Nieuw Amsterdam Receivables Purchase Agreement.


  

	(B)	In connection with the Programme, the parties have agreed that certain definitions and common provisions in the Transaction Documents will be set out in this master definitions agreement. 


 

	1.	DEFINITIONS AND INTERPRETATION 

  

	1.1	Definitions 

 The parties hereto agree that this is the Master Definitions Agreement for
the purposes of the Transaction Documents, and that the following expressions have the following meanings in the Transaction Documents, unless the context otherwise requires: 

Adjusted Net Receivables Balance means the Net Receivables Balance less the Unpaid Balance of such Eligible Receivables as will ensure
that: 
  

	 	(a)	the weighted average term of Eligible Receivables included in the Net Receivables Balance is less than 90 days; and 

  

	 	(b)	the aggregate nominal amount of Eligible Receivables included in the Net Receivables Balance which are the subject of any set-off exercised by a Debtor does not at any time exceed 2% of the Net Receivables Balance.


 Administration Agreement means the administration agreement dated on or about the date of this Agreement between the
Main SPV, the Facility Agent, the Main SPV Account Bank and the Main SPV Administrator; 
 Adverse Claim means any ownership interest,
charge, encumbrance, proprietary or security interest, right of retention, retention of title, lien or privilege or other right or claim in, over or on any person’s assets or properties in favour of any other person (but excluding the rights of
a Debtor under any Contract in respect of the use or possession of goods the subject of such Contract and the rights and interests of the Main SPV, the Funding Administrator, the Funding Purchasers and the Facility Agent under the Transaction
Documents); 
 Aggregate DPP means the aggregate of all Deferred Purchase Price amounts payable by the Funding Purchasers to the Main
SPV with respect to the Purchased Receivables; 
 Aggregate Invested Amount means, on any date of determination, the aggregate
outstanding Invested Amounts (expressed in Base Currency) in respect of the Investments (and all Tranches thereof) under the Nieuw Amsterdam Receivables Purchase Agreement; 

  
 4 








 Aggregate Outstanding Amount means, at any time, the aggregate of the Nominal Amounts of
all outstanding Purchased Receivables under the Nieuw Amsterdam Receivables Purchase Agreement; 
 Alternate Rate means, for any
Tranche during any Tranche Period, a rate per annum equal to the sum of the Applicable Margin in respect of a Eurocurrency Tranche plus the Eurocurrency Rate for such Tranche Period; 

Applicable Conversion Rate means, for the purpose of conversion on any day on which such conversion is required to be made pursuant to
any Transaction Document of any amount denominated in an Approved Currency other than the Base Currency into the Base Currency, the spot rate of exchange as displayed on the appropriate page of the Reuters Screen or Bloomberg Screen, equal to the
mid closing rates released on the immediately preceding Business Day as determined by the Funding Administrator on the day on which any such calculation is to be made pursuant to such Transaction Document; 

Applicable Margin has the meaning thereto as set out in the Funding Costs Fee Letter; 

Approved Currency means EUR, NOK, SEK, DKK and GBP; 

Approved Jurisdiction means Belgium, Denmark, England and Wales, Finland, France, Germany, Italy, The Netherlands, Norway, Portugal,
Republic of Ireland, Spain, Sweden and Switzerland; 
 Assignment and Acceptance means an assignment and acceptance agreement entered
into by the Main SPV, an Eligible Assignee and the Facility Agent pursuant to which such Eligible Assignee may become a party to the Nieuw Amsterdam Receivables Purchase Agreement; 

Attributable Debt means as of the date of determination thereof, without duplication, (a) in connection with a Sale and Leaseback
Transaction, the net present value (discounted according to GAAP at the cost of debt implied in the lease) of the obligations of the lessee for rental payments during the then remaining term of any applicable lease and (b) the principal balance
outstanding under any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing product to which such Person is a party, where such transaction is considered borrowed money indebtedness for tax
purposes but is classified as an operating lease in accordance with GAAP; 
 Available Collections means, in respect of a Purchased
Receivable, an amount in the Approved Currency in which such Purchased Receivable is denominated equal to the aggregate of (i) any Collections credited to the Master Collection Account which have not been reinvested or transferred to the Main
SPV Operating Account, and (ii) any other Collections in such Approved Currency due and payable by the relevant Originator to an Intermediary Purchaser and/or by such Intermediary Purchaser to the Main SPV, as applicable (including, for the
avoidance of doubt, any cash payments due in connection with Deemed Collections) in each case, allocated to that Purchased Receivable in accordance with the Cleared Invoice Allocation; 

  
 5 








 Backup Servicer means the Person appointed by the Main SPV, the Funding Administrator and
the Facility Agent as backup servicer in accordance with the terms of the Servicing Agreement; 
 Belgian Collection Account Pledge
Agreement means the bank account pledge agreement dated on or about the Closing Date between Greif CC as pledgor and the Main SPV as pledge and creating, inter alia, a right of pledge of over the Belgian Master Collection Account; 

Belgian Master Collection Account means the master collection account held by Greif CC set out in Schedule 1 to the Servicing Agreement;

 Base Currency means euro; 

Belgian Intermediary means Greif CC in its capacity as purchaser under the Greif CC Receivables Purchase Agreement; 

Belgian Originators means the Originators that are located in Belgium as set out in Schedule 1, and Belgian Originator means any
of them as the context may require; 
 Belgian Receivables means the Receivables originated by a Belgian Originator and governed by
Belgian law; 
 Beneficial Owner shall have the meaning assigned thereto in Rule 13d-3 of the SEC under the Exchange Act as in effect
on the date hereof; 
 Bloomberg Screen means a page of the Bloomberg service or of any other medium for the electronic display of
data as may be previously approved in writing by the Funding Administrator and the Main SPV; 
 Business Day or business day
means: 
  

	 	(a)	in relation to the delivery of a notice or report under the Transaction Documents, a day other than a Saturday, Sunday or public holiday in either the country from which the notice or report is being sent or the country
to which the notice or report is being delivered; and 

  

	 	(b)	for any other purpose, a day (other than Saturday or Sunday) on which banks are open for business in The Netherlands and Belgium, and 


 

	 	(i)	in relation to any date for payment or purchase of a currency other than the Base Currency, a day (other than Saturday or Sunday) on which banks are open for business in the principal financial centre of the country of
that currency; or 

  

	 	(ii)	in relation to any date for payment in the Base Currency, the purchase of the Base Currency, or any conversion into or from the Base Currency, any day on which the TARGET2 System (or any successor thereto) is operating
credit or transfer instructions in respect of payments in Euro; 

 Capitalized Lease means, at the time any
determination thereof is to be made, any lease of property, real or personal, in respect of which the present value of the minimum rental commitment is capitalized on the balance sheet of the lessee in accordance with GAAP; 

  
 6 








 Capitalized Lease Obligation means, at the time any determination thereof is to be made,
the amount of the liability in respect of a Capitalized Lease which would at such time be so required to be capitalized on the balance sheet of the lessee in accordance with GAAP; 

CET means Central European Time; 

Change in Law means: 
  

	 	(a)	the adoption of any Law after the date of this Master Definitions Agreement; 

  

	 	(b)	any change in the Requirement of Law or in the interpretation, application or implementation thereof after the date of this Master Definitions Agreement; or 


 

	 	(c)	compliance by any Funding Purchaser, by any lending office of such Funding Purchaser or by such Funding Purchaser’s holding company, if any, with any request, guideline or directive (whether or not having the force
of law) of any Official Body made or issued after the date of the Master Definitions Agreement; 

 Change of Control
means: 
  

	 	(a)	in respect of Main SPV, the failure of the Shareholder to own, free and clear of any Adverse Claim and on a fully diluted basis, 100% of the outstanding shares of Voting Stock of Main SPV; and 


 

	 	(b)	in respect of any Greif Transaction Party (other than the Performance Indemnity Provider): 

  

	 	(A)	the Performance Indemnity Provider ceases for any reason to have the power, directly or indirectly, to direct or cause the direction of the management or policies of such Greif Transaction Party, whether through the
ownership of Voting Stock, by contract, or otherwise; or 

  

	 	(B)	the Performance Indemnity Provider ceases for any reason to have the right, directly or indirectly, to elect all or the majority of the board of directors (or other Persons performing similar functions) of that Greif
Transaction Party; or 

  

	 	(C)	the acquisition of, or otherwise obtaining control of, by any Person or group, (including any group acting for the purpose of acquiring, holding or disposing of securities, in a single transaction or in a related series
of transactions, by way of merger, consolidation or other business combination), of 50% or more of the total voting power of its Voting Stock then outstanding other than in circumstances where following such acquisition, the Performance Indemnity
Provider directly or indirectly owns or controls 100% of the total voting power of such Greif Transaction Party’s Voting Stock; and 

  

	 	(c)	in respect of the Performance Indemnity Provider: 

  

	 	(A)	 any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) (other than the Permitted
Investors) is or becomes (as a result of the acquisition or issuance of securities, by merger or otherwise) the Beneficial Owner, directly or indirectly, of more than 35% of the voting power with respect to the election of directors of all then
outstanding voting Equity Interests of the Performance Indemnity Provider (other than as a result of a public primary registered equity offering by the Performance Indemnity Provider of new shares issued by the Performance Indemnity Provider in such
offering), whether as a result 



  
 7 









	 	
of the issuance of securities of the Performance Indemnity Provider, any merger, consolidation, liquidation or dissolution of the Performance Indemnity Provider, any direct or indirect transfer
of securities by the Permitted Investors or otherwise (for purposes of this clause (A), the Permitted Investors will be deemed to beneficially own any voting Equity Interests of a specified corporation held by a parent corporation so long as the
Permitted Investors beneficially own, directly or indirectly, in the aggregate a majority of the total voting power of the voting Equity Interests of such parent corporation); 


 

	 	(B)	during any period of two (2) consecutive years, individuals who at the beginning of such period constituted the board of directors of the Performance Indemnity Provider (together with any new directors whose
election or appointment by such board or whose nomination for election by the stockholders of the Performance Indemnity Provider was approved by a vote of not less than a majority of the directors then still in office who were either directors at
the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the board of directors of the Performance Indemnity Provider then in office; or 


 

	 	(C)	the sale, transfer, assignment, lease, conveyance or other disposition, directly or indirectly, of all or substantially all the assets of the Performance Indemnity Provider and its Subsidiaries (other than Soterra LLC),
considered as a whole (other than a disposition of such assets as an entirety or virtually as an entirety to a wholly owned Subsidiary or one or more Permitted Investors or a Person of which one or more of the Permitted Investors own more than 50%
of the voting power) shall have occurred, or the Performance Indemnity Provider merges, consolidates or amalgamates with or into any other Person (other than one or more Permitted Investors; provided that the Performance Indemnity Provider is the
surviving entity) or any other Person (other than one or more Permitted Investors or a Person of which one or more of the Permitted Investors own more than 50% of the voting power; and provided, further, that the Performance Indemnity Provider is
the surviving entity) merges, consolidates or amalgamates with or into the Performance Indemnity Provider, in any such event pursuant to a transaction in which the outstanding voting Equity Interests of the Performance Indemnity Provider are
reclassified into or exchanged for cash, securities or other property, other than any such transaction where: (i) the outstanding voting Equity Interests of the Performance Indemnity Provider are reclassified into or exchanged for other voting
Equity Interests of the Performance Indemnity Provider or for voting Equity Interests of the surviving corporation, and (ii) the holders of the voting Equity Interests of the Performance Indemnity Provider immediately prior to such transaction
own, directly or indirectly, not less than a majority of the voting Equity Interests of the Performance Indemnity Provider or the surviving corporation immediately after such transaction and in substantially the same proportion as before the
transaction. 

 CIBOR means: 
  

	 	(a)	the applicable Screen Rate; or 

  

	 	(b)	(if no Screen Rate is available for DKK) the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Funding Administrator at its request quoted by the Reference Banks to leading banks
in the Relevant Interbank Market, at 11:00 a.m. London time on the relevant date for offering deposits in DKK for one month, 


  
 8 








 and, if any such rate is below zero, CIBOR will be deemed to be zero; 

Cleared Invoice Allocation means, in respect of the allocation of Collections, the allocation of funds received in respect of the
Purchased Receivables from the relevant Debtors depending on the method of payment as follows: 
  

	 	(a)	in the case of bank transfers, if an automatic allocation to the relevant invoice can be made, Collections are allocated automatically to the relevant invoice on the date of upload of the bank statement corresponding to
the date of receipt; 

  

	 	(b)	in the case of bank transfers, if an automatic allocation to the relevant invoice cannot be made, Collections are allocated on the date on which the manual allocation to the relevant invoice has been completed; and


  

	 	(c)	in the case of Instruments of Debt that are cheques, bills of exchange and promissory notes received by the credit department of any of the Originators, Belgian Intermediary or the Master Servicer, Collections are
allocated on the date on which such Instrument of Debt is delivered to the relevant bank; 

 Closing Date means
30 April 2012; 
 Collection means, with respect to a Purchased Receivable, all amounts received in respect of such Purchased
Receivable (including any amount allocable to the VAT portion of such Receivable) including the following: 
  

	 	(a)	cash collections (where relevant including principal, interest, late payment and similar charges); 

  

	 	(b)	all other cash proceeds (including proceeds of the enforcement of Related Rights) with respect to such Purchased Receivable; 

  

	 	(c)	all Instruments of Debt; 

  

	 	(d)	all other amounts received or recovered in respect of such Purchased Receivable whether as a result of any claim, resale, redemption, other disposal or enforcement of any claim or judgment relating thereto or otherwise;


  

	 	(e)	the amount of any Deemed Collections (for the avoidance of doubt including any Dilutions) in respect of such Purchased Receivable; and 


 

	 	(f)	all recoveries of VAT from any relevant tax authority relating to any Defaulted Receivable; 


Collection Accounts means, in relation to each Originator, the accounts and the account banks where such accounts are held, each as set
out in a schedule provided by the Master Servicer to Main SPV and the Funding Purchasers on the Closing Date and, in relation to the Master Servicer, the Master Collection Accounts; 

Collection Account Pledge Agreements means the Belgian Collection Account Pledge Agreement, the Danish Collection Account Pledge
Agreement and the English Collection Account Pledge Agreement; 
 Commercial Paper means commercial paper, money markets notes and
other short term promissory notes issued by the Conduit Purchaser; 

  
 9 








 Commitment means, with respect to the Committed Purchaser 

 

	 	(a)	during the Revolving Period EUR 100,000,000 for each Investment Date, as such amount may be reduced or increased by any Assignment and Acceptance entered into by the Committed Purchaser in accordance with the terms of
the Nieuw Amsterdam Receivables Purchase Agreement; and 

  

	 	(b)	after the Revolving Period ends, zero. 

 Committed Purchaser means Rabobank
International, London Branch; 
 Common Terms means the provisions set out in Clauses 2 to 25 of this Agreement; 

Concentration Limits means 
  

	 	(a)	the Maximum Debtor Limit; 

  

	 	(b)	the Maximum Jurisdiction Limit; and 

  

	 	(c)	a 10 per cent. limit on aggregate Eligible Receivables included in the Net Receivables Balance with original terms greater than 180 days but less than or equal to 365 days, 


and Concentration Limit means any of them as the context may require; 

Concentration Jurisdiction means France, Italy, the Netherlands, England and Wales, Belgium, Spain, Germany, Sweden, Switzerland,
Portugal, Denmark, Finland, Norway and the Republic Ireland; 
 Conditions Precedent means the Initial Conditions Precedent and the
Ongoing Conditions Precedent; 
 Conduit Assignee means, with respect to any assignment by a Conduit Purchaser, any Person that: 

 

	 	(a)	finances itself, directly or indirectly, through commercial paper, money market notes, promissory notes or other senior indebtedness; 


 

	 	(b)	is managed or administered by the Funding Administrator with respect to the Conduit Purchaser or any affiliate of the Funding Administrator; 


 

	 	(c)	is designated by the Funding Administrator to accept an assignment from the Conduit Purchaser of such Conduit Purchaser’s rights and obligations pursuant to Clause 26 of the Nieuw Amsterdam Receivables Purchase
Agreement; and 

  

	 	(d)	has a short-term debt rating of at least A-1 by S&P and P-1 by Moody’s; 

 Conduit
Funding Document means any and all funding documents entered into by the Conduit Purchaser in connection with its Commercial Paper programme, including, for the avoidance of doubt, the Liquidity Facility Agreement; 

Conduit Purchaser means Nieuw Amsterdam in its capacity as conduit purchaser under the Nieuw Amsterdam Receivables Purchase Agreement;

 Conduit Support Agreement means any and all agreements entered into by a Conduit Support Provider providing for: 

 

	 	(a)	the issuance of one or more letters of credit for the account of the Conduit Purchaser; 


  
 10 









	 	(b)	the issuance of one or more surety bonds for which the Conduit Purchaser is obligated to reimburse the applicable Conduit Support Provider for any drawings thereunder; 


 

	 	(c)	the sale by the Conduit Purchaser to any Conduit Support Provider of the Investments funded by the Conduit Purchaser (or portions or participations therein); 


 

	 	(d)	the making of loans (including liquidity loans) and/or other extensions of credit to the Conduit Purchaser; and/or 

  

	 	(e)	any other analogous agreement or instrument as may be entered into from time to time by the Conduit Purchaser, 


in each case in connection with the Conduit Purchaser’s Commercial Paper programme, together with any letter of credit, surety bond, swap
or other instrument issued thereunder; 
 Conduit Support Provider means with respect to the Conduit Purchaser, any person now or
hereafter extending credit, or having a commitment to extend credit (including any liquidity facility) to or for the account of, or to make purchases from, the Conduit Purchaser or issuing a letter of credit, surety bond, swap or other instrument to
support any obligations arising under or in connection with the Conduit Purchaser’s Commercial Paper programme; 
 Contract means
each purchase order or supply agreement or contract pursuant to which an Originator supplies goods and/or services to a Debtor and which gives rise to a Receivable; 

Contractual Dilution means, with respect to any Receivable, any reduction, cancellation or adjustment in the Unpaid Balance of such
Receivable as a result of volume rebates, volume discounts or early payment discounts, in each case, arising pursuant to the Contract related to such Receivable; 

CP Rate means, for any Tranche Period for any Tranche (including a Tranche financed by the Committed Purchaser), which the Conduit
Purchaser has financed or refinanced, (i) directly through the issuance of Commercial Paper corresponding to such Tranche, or (ii) indirectly through the issuance of Commercial Paper, part of the proceeds of which is allocated by the
Funding Administrator to fund or maintain such Tranche, the per annum rate equivalent to the weighted average cost (as determined by the Funding Administrator), and which shall include (without duplication) the fees and commissions of placement
agents and dealers, incremental carrying costs incurred with respect to Commercial Paper maturing on dates other than those on which corresponding funds are received by the Conduit Purchaser, costs associated with funding and maintaining any
Currency Hedge Agreement and Invested Amounts denominated in a currency other than the currency of such Commercial Paper, other borrowings by the Conduit Purchaser and any other costs and expenses associated with the issuance of Commercial Paper
directly to fund or maintain such Tranche or related to the issuance of Commercial Paper (part of the proceeds of which are allocated to fund or maintain such Tranche) that are, in either case, allocated, in whole or in part, by the Conduit
Purchaser or the Funding Administrator to fund or maintain such Tranche; provided that if any component of any such rate is a discount rate, in calculating the CP Rate for such Tranche for such Tranche Period, the Funding Administrator shall
for such component use the rate resulting from converting such discount rate to an interest bearing equivalent rate per annum; 
 Credit
and Collection Policies means the credit and collection policies of each of the Originators as attached to each of the Receivables Purchase Agreements, and Credit and Collection Policy means any one of them as the context may require;


  
 11 








 Cross Default means 

 

	 	(a)	any Financial Indebtedness of any member of the Greif Group which is a Greif Transaction Party is not paid when due nor within any originally applicable grace period; 


 

	 	(b)	any Financial Indebtedness of any member of the Greif Group which is a Greif Transaction Party is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an actual or potential
default or event of default or credit review event or any similar event (however described); 

  

	 	(c)	any member of the Greif Group which is a Greif Transaction Party fails to pay any amount payable by it under any present or future guarantee for, or indemnity in respect of, any moneys borrowed or raised;


  

	 	(d)	any creditor of any member of the Greif Transaction Party becomes and remains entitled to declare any Financial Indebtedness of any member of the Greif Group which is a Greif Transaction Party due and payable prior to
its specified maturity as a result of an actual or potential default or event of default or credit review event or any similar event (however described), 


provided that no Cross Default Event will occur if the aggregate amount of Financial Indebtedness or commitment for Financial
Indebtedness falling within paragraphs (a) to (d) above is less than USD 50,000,000 (or its equivalent in any other Approved Currency as reasonably determined by the Funding Administrator); 

Currency Hedge Agreement means a currency swap or exchange agreement (including any spot or forward currency exchange agreement) or any
other similar arrangement, however denominated, entered into by or on behalf of the Committed Purchaser and/or the Conduit Purchaser for hedging purposes, as any of the foregoing may be amended, restated, supplemented or otherwise modified from time
to time; 
 Cut-off Date means the last day of each month; 

Danish Collection Account Pledge Agreement means, if executed, any bank account pledge agreement between Greif CC as pledgor and the
Main SPV as pledgee and creating, inter alia, a right of over the Danish Master Collection Account; 
 Danish Master Collection
Account means the master collection account held by Greif CC with Danske Bank A/S set out in Schedule 1 to the Servicing Agreement; 

Data Period means each period from (and excluding) a Cut-off Date and ending on (and including) the next Cut-off Date; 

Days Sales Outstanding means: 
  

	 	(a)	the Nominal Amount of Eligible Purchased Receivables originated during the current month; 

  

	 	(b)	divided by the outcome of 

  

	 	(i)	the aggregate Nominal Amount of all Purchased Receivables originated over the prior 12 months; 

  

	 	(ii)	divided by 12; 

  

	 	(c)	multiplied by 30. 


  
 12 








 Debtor means a legal person set out in the records of the relevant Originator as being
obliged to make payment for the provision of goods or services evidenced by a Contract for which an invoice has been issued (or, if different, the person so obliged) and includes any person obliged to make payment under or in connection with any
Related Rights; 
 Debtor Notification means a notice of assignment delivered to a Debtor in accordance with the provisions of the
relevant Receivables Purchase Agreement, as applicable upon the occurrence of a Debtor Notification Event, where relevant given in accordance with the requirements set out in relevant Transaction Document; 

Debtor Notification Event means (i) the occurrence and continuation of a Termination Event (other than an Expiration Termination
Event), or (ii) the existence or introduction of any Requirement of Law affecting the validity or enforceability of the assignment of any Purchased Receivable against the relevant Debtor; 

Deemed Collection means, in respect of a Purchased Receivable, a collection which will be deemed to have been received by the relevant
Originator, any Intermediary or Main SPV, and be payable to either the relevant Intermediary or the Main SPV or the Funding Administrator (as the case may be) under the relevant Originator Receivables Purchase Agreement, the relevant Intermediary
Receivables Purchase Agreement or the Nieuw Amsterdam Receivables Purchase Agreement in the relevant Approved Currency or converted into the relevant Approved Currency at the Applicable Conversion Rate in the amount specified below less any
Collections (excluding, for the avoidance of doubt, the relevant Deemed Collection) received by the Main SPV into the Main SPV Operating Account, if: 
  

	 	(a)	any representation or warranty in respect of such Purchased Receivable proves to have been not true or incorrect when made; 

  

	 	(b)	such Purchased Receivable was purchased by the Main SPV but proves to have been an Excluded Receivable as at the Purchase Date; 

  

	 	(c)	such Purchased Receivable was purchased by the Main SPV although the Conditions Precedent were not fulfilled (and have not been waived) on the Purchase Date; 


 

	 	(d)	such Purchased Receivable becomes a Disputed Receivable; 

  

	 	(e)	the relevant Originator or the Master Servicer grants a time extension, modifies the Purchased Receivable or otherwise affects the collectability of such Purchased Receivable other than in accordance with the Credit and
Collection Policies, the Originator Receivables Purchase Agreements and the Servicing Agreement; 

  

	 	(f)	the Nominal Amount of such Purchased Receivable is reduced by reason of any Dilution; 

  

	 	(g)	any Related Rights relating to such Purchased Receivable have to be or are sold or otherwise enforced by the Master Servicer and the Debtor or another third party is entitled to all or parts of the proceeds of such
enforcement; 

  

	 	(h)	the sale and assignment for such Purchased Receivable has not been made in accordance with the terms of the relevant Originator Receivables Purchase Agreements or Intermediary Receivables Purchase Agreement; or


  

	 	(i)	any Collection in respect of any Purchased Receivable is made by way of an Instrument of Debt and such Instrument of Debt is discounted upon its presentation, 


  
 13 








 the amount of such Deemed Collection being, in the case of paragraphs (a), (b), (c), (e) and
(h) above, the Nominal Amount of such Purchased Receivable, or, in the case of paragraphs (d), (f), (g) or (i) above, the amount by which the Nominal Amount of such Purchased Receivable has been reduced due to the circumstances
described in such paragraphs, and provided that any other amount that is designated as a Deemed Collection under the Transaction Documents shall also constitute a Deemed Collection for the purposes of this definition; 

Deferred Purchase Price has the meaning given to it in Clause 5.1 of the Nieuw Amsterdam Receivables Purchase Agreement; 

Default Rate means for any Tranche during a Tranche Period, a rate per annum equal to 1.65 per cent. plus the Eurocurrency Rate for
such Tranche Period; 
 Default Ratio means (i) the Nominal Amount of the Eligible Receivables which have been written off or
which are between 91-120 days overdue divided by (ii) the Nominal Amount of Purchased Receivables originated in the calendar month that occurred 6 months previously; 

Defaulted Receivables means a Receivable: (a) that is more than 91 days overdue or (b) which, in accordance with the
applicable Credit and Collection Policies, has been written off as uncollectable, if earlier; 
 Delinquency Ratio means (i) the
Nominal Amount of the Eligible Receivables which are between 61-90 days overdue divided by (ii) the Nominal Amount of Purchased Receivables originated in the calendar month occurring 5 months previously; 

Delinquent Debtor means a Debtor who, together with its affiliates, is the debtor of Delinquent Receivables or Defaulted Receivables the
Nominal Amount of which is more than 25% of the aggregate Nominal Amount of all Receivables owing by that Debtor and its affiliates; 

Delinquent Receivable means a Receivable that is between 61 and 90 days overdue; 

Deposit Account means a demand, time, savings, passbook or like account with a bank, savings and loan association, credit union or like
organization, other than an account evidenced by a negotiable certificate of deposit; 
 Dilution means any reduction or the
cancellation, in whole or in part, of the Nominal Amount of a Purchased Receivable by reason of the occurrence of any of the following circumstances: 
  

	 	(a)	any reduction in the amount payable thereunder resulting from any rebate, credit note, discount or allowances for prompt payment, for quantity, for return of goods or as fidelity premium, invoicing error or cancellation
or any other commercial adjustment, granted by any Originator or the Master Servicer other than in accordance with the relevant Credit and Collection Policies; 

  

	 	(b)	to the extent not already covered under (a), any decrease in the amount thereof or any total or partial cancellation thereof (including in particular but without limitation, as a result of the exercise of a right of
set-off), but excluding any discharge in accordance with its terms or as a result of the enforcement of any Related Rights; 

  

	 	(c)	the Purchased Receivable becoming or being a Disputed Receivable; 


  
 14 









	 	(d)	any repurchase of goods by the relevant Originator, the sale of which gave rise to the Purchased Receivable; or 

  

	 	(e)	any governmental order, moratorium or other restriction on the transfer of payments by the Debtor, 


excluding, however, any adjustment, decrease in the amount, cancellation or similar event affecting, in whole or in part, the Nominal Amount of
any Receivable, which is made or occurs following Insolvency Proceedings in respect of the relevant Debtor; 
 Dilution Horizon Ratio
means the Nominal Amount of Purchased Receivables originated over the preceding 1 month divided by the current months’ Adjusted Net Receivables Balance; 

Dilution Ratio means the amount of non-cash adjustments (which includes returns, adjustments (including as a result of disputes),
(excluding any adjustments to correct manual errors on invoices that do not reduce the principal amount thereof), (discounts or retropricing) excluding Contractual Dilutions divided by all Eligible Receivables originated by the Originators in the
previous month; 
 Dilution Spike means the highest two month rolling average Dilution Ratio (expressed as a percentage) over the
immediately preceding 12 months; 
 Directors means the Shareholder’s Director and the Main SPV’s Director; 

Disputed Receivable means any Purchased Receivable in respect of which payment is disputed (in whole or in part, with or without
justification) by the Debtor owing such Receivable, whether by reason of any matter concerning the goods in respect of which the original invoice was issued or by reason of any other matter whatsoever or in respect of which a set-off or counterclaim
is being claimed by such Debtor; 
 DKK means the lawful currency of Denmark; 

Domestic Receivables Securitization means any securitization transaction or series of securitization transactions that may be entered
into by the Performance Indemnity Provider or any of its Domestic Subsidiaries whereby the Performance Indemnity Provider or any of its Domestic Subsidiaries sells, conveys or otherwise transfers any Receivables Facility Assets of the Performance
Indemnity Provider and its Domestic Subsidiaries to a Receivables Subsidiary or to any unaffiliated Person, on terms customary for securitizations of Receivables Facility Assets in the United States; 

Domestic Subsidiary means any Subsidiary that is organized under the laws of any political subdivision of the United States; 

Dutch Civil Code means the Dutch Civil Code (Burgerlijk Wetboek); 

Dutch Originators means the Originators that are located in The Netherlands as set out in Schedule 1; 

Dutch Receivables means the Receivables originated by a Dutch Originator and governed by Dutch law; 

Dynamic Dilution Reserve means an amount (expressed as a percentage) that is calculated as follows: 

[(SF x ED) + ((DS - ED) x DS/ED)] x DHR 

  
 15 








 Where: 
  

	 	(a)	SF means Stress Factor; 

  

	 	(b)	ED means Expected Dilution; 

  

	 	(c)	DS means Dilution Spike; 

  

	 	(d)	DHR means Dilution Horizon Ratio; 

 Dynamic Loss Reserve means an amount
(expressed as a percentage) that is calculated as the product of: 
  

	 	(a)	the Stress Factor; 

  

	 	(b)	the Loss Ratio; and 

  

	 	(c)	the Loss Horizon Ratio; 

 Earnout Obligations means those payment obligations of the
Performance Indemnity Provider and its Subsidiaries to former owners of businesses which were acquired by the Performance Indemnity Provider or one of its Subsidiaries pursuant to an acquisition which are in the nature of deferred purchase price to
the extent such obligations are required to be set forth with respect to such payment obligations on a balance sheet prepared in accordance with GAAP applied in a manner consistent with past practices; 

Eligibility Criteria means the eligibility criteria set out in Schedule 3; 

Eligible Assignee means, with respect to any Funding Purchaser, any Person (i) that is the Funding Administrator, the Main SPV, a
Programme Support Provider or any affiliate of such Person that has a short-term debt rating of at least A-1 by S&P and P-1 by Moody’s, (ii) that is managed or sponsored by a Person described in clause (i) above and that has a
short-term debt rating of at least A-1 by S&P and P-1 by Moody’s or (iii) any other Person that has been approved by the Funding Administrator for such Funding Purchaser and consented to by the Funding Administrator (such consent not
to be unreasonably withheld) and, so long as no Termination Event has occurred and is continuing, consented by the Master Servicer (such consent not to be unreasonably withheld or delayed); 

Eligible Receivable means a Receivable that meets the relevant Eligibility Criteria on the relevant determination date; 

English Collection Account Pledge Agreement means, if executed, the security over operating account agreement between Greif CC as
company in favour of the Main SPV as secured party granting security the English Master Collection Account by way of assignment; 

English Master Collection Account means the master collection account held by Greif CC with The Royal Bank of Scotland plc set out in
Schedule 1 to the Servicing Agreement; 
 Equity Interests means, with respect to any Person, all of the shares of capital stock of
(or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the
securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other
interests), and all of the other 

  
 16 








 
ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or
other interests are outstanding on any date of determination; 
 EUR, euro or € means the currency introduced at
the commencement of the third stage of the European Economic and Monetary Union on 1 January 1999 pursuant to the Treaty establishing the European Communities as amended by the Treaty on European Union; 

EURIBOR means: 
  

	 	(a)	the applicable Screen Rate; or 

  

	 	(b)	if no such Screen Rate is available, the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Funding Administrator at its request quoted by the Reference Banks to prime banks in the
Relevant Interbank Market, at 11:00 a.m. London time on the relevant calculation date for the offering of deposits in EUR for one month, 


and, if any such rate is below zero, EURIBOR will be deemed to be zero; 

Eurocurrency Rate means, for any Tranche Period, for a Tranche denominated in (a) EUR, EURIBOR, (b) GBP, LIBOR, (c) SEK,
STIBOR, (d) DKK, CIBOR, and (e) NOK, NIBOR; 
 Eurocurrency Tranche has the meaning set forth in the Nieuw Amsterdam
Receivables Purchase Agreement. 
 Excess Concentration Amounts means at any time the sum of (without duplication): 

 

	 	(a)	the amount by which the aggregate outstanding amount of Eligible Receivables (calculated in euro) in respect of a Debtor sold by any Originator exceeds the product of the Maximum Debtor Limit and the Nominal Amount of
the Eligible Receivables; and 

  

	 	(b)	the amount by which the aggregate outstanding amount of Eligible Receivables (calculated in euro) in respect of a Concentration Jurisdiction exceeds the product of the Maximum Jurisdiction Limit in respect of such
Concentration Jurisdiction and the Nominal Amount of the Eligible Receivables; and 

  

	 	(c)	the amount by which the aggregate outstanding amount of Eligible Receivables with original terms greater than 180 days but less than or equal to 365 days (calculated in euro) exceeds 10 per cent. of the Nominal
Amount of Eligible Receivables, 

 and any one of them; 

Exchange Act means the Securities Exchange Act of 1934, as amended and as codified in 15 U.S.C. 78a et m., and as hereafter amended;

 Excluded Debtor means a Debtor: 
  

	 	(a)	that is an affiliate of the Greif Group; 

  

	 	(b)	that is not acting in an establishment located in any of the following countries: Belgium, Denmark, England and Wales, Finland, France, Germany, Italy, The Netherlands, Norway, Portugal, Republic of Ireland, Spain,
Sweden and Switzerland; 

  

	 	(c)	that is an individual, sole trader or partnership with a natural person as a partner; 


  
 17 









	 	(d)	that is a central or local public administration entity or a government entity (or a sub-division or affiliate of any of them); 

  

	 	(e)	that is insolvent or has entered into insolvency proceedings; 

  

	 	(f)	that is located in a jurisdiction in respect of which the Facility Agent has not previously received a legal opinion confirming the validity of the envisaged transfer of Receivables to the Belgian Intermediary and Main
SPV against a party located in such jurisdiction; 

 Excluded Receivables means a Receivable owed by an Excluded Debtor;

 Expected Dilution means the 12 months rolling average Dilution Ratio (expressed as a percentage); 

Expiration Termination Event means the occurrence and continuation of the event listed in paragraph (p) of the definition of
Termination Event; 
 Facility Agent means Rabobank in its capacity as facility agent to the Funding Purchasers under the Transaction
Documents; 
 Facility Limit means EUR 100,000,000 for each Investment Date; 

Facility Maturity Date means 20 April 2017; 

Fees means any fees payable pursuant to the Funding Costs Fee Letter; 

Final Discharge Date means the date falling after the Termination Date on which the Aggregate Invested Amount has been reduced to zero
and all programme costs and other fees, costs and expenses due under the Transaction Documents and the Funding Costs Fee Letter have been irrevocably paid in full without affecting any obligations or liabilities of a party existing at that time;

 Financial Indebtedness means, as applied to any Person (without duplication), any indebtedness for or in respect of: 

 

	 	(a)	all indebtedness of such Person for borrowed money; 

  

	 	(b)	the deferred and unpaid balance of the purchase price of assets or services (other than trade payables and other accrued liabilities incurred in the ordinary course of business); 


 

	 	(c)	all Capitalized Lease Obligations; 

  

	 	(d)	all indebtedness secured by any Lien on any property owned by such Person, whether or not such indebtedness has been assumed by such Person or is nonrecourse to such Person; 


 

	 	(e)	notes payable and drafts accepted representing extensions of credit whether or not representing obligations for borrowed money (other than such notes or drafts for the deferred purchase price of assets or services which
does not constitute Financial Indebtedness pursuant to clause (b) above); 

  

	 	(f)	indebtedness or obligations of such Person, in each case, evidenced by bonds, notes or similar written instruments; 

  

	 	(g)	the face amount of all letters of credit and bankers’ acceptances issued for the account of such Person, and without duplication, all drafts drawn thereunder other than, in each case, commercial or standby letters
of credit or the functional equivalent thereof issued in connection with performance, bid or advance payment obligations incurred in the ordinary course of business, including, without limitation, performance requirements under workers compensation
or similar laws; 


  
 18 









	 	(h)	the net obligations of such Person under Swap Contracts (valued as set forth in the last paragraph of this definition); 

  

	 	(i)	Earnout Obligations; 

  

	 	(j)	Attributable Debt of such Person; and 

  

	 	(k)	all Guarantee Obligations of such Person with respect to outstanding primary obligations that constitute Financial Indebtedness of the types specified in clauses (a) through (j) above of Persons other than
such Person. 

 For all purposes hereof, the Financial Indebtedness of any Person shall include the Financial Indebtedness of
any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless in any case such Financial Indebtedness is expressly made
non-recourse to such Person, whether in such Person’s Organizational Documents, in the documents relating to such Financial Indebtedness, by operation of law or otherwise. The amount of any net obligation under any Swap Contract on any date
shall be deemed to be the Swap Termination Value thereof as of such date. 
 Floor Reserve Percentage means the sum of (a) Loss
Reserve Floor; and (b) the product (expressed as a percentage) of: (i) Expected Dilution multiplied by (ii) the Dilution Horizon Ratio; 

FMSA means the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht) as amended from time to time,
including any regulations issued pursuant thereto; 
 Foreign Receivables Securitization means any securitization transaction or
series of securitization transactions that may be entered into by any Foreign Subsidiary of Greif Inc. whereby such Foreign Subsidiary of Greif Inc. sells, conveys or otherwise transfers any Receivables Facility Assets of such Foreign Subsidiary to
a Receivables Subsidiary or to any unaffiliated Person, on terms customary for securitizations of Receivables Facility Assets in the jurisdiction of organization of such Foreign Subsidiary; 

Foreign Subsidiary means any Subsidiary that is organized under the laws of a jurisdiction other than the United States, a State thereof
or the District of Columbia 
 French Originators means the Originators that are located in France as set out in Schedule 1, 

French Receivables means the Receivables originated by a French Originator and governed by French law; 

Funding Administrator means Rabobank International, London Branch in its capacity as funding administrator to the Funding Purchasers
under the Transaction Documents; 
 Funding Base means the Adjusted Net Receivables Balance multiplied by (100% minus the Reserve
Percentage); 
 Funding Costs Fee Letter means the then current funding costs fee letter among the Main SPV, the Performance Indemnity
Provider, Greif CC, the Facility Agent and the Funding Purchasers (the first being dated on or about the Closing Date); 

  
 19 








 Funding Purchasers means the Committed Purchaser and the Conduit Purchaser, and Funding
Purchaser means either of them as the context may require; 
 Funding Purchaser Group means a group consisting of the Conduit
Purchaser, the Committed Purchaser and the Funding Administrator; 
 Funding Test has the meaning given to it in the Nieuw Amsterdam
Receivables Purchase Agreement; 
 FX Determination Date means the date which falls one Business Day prior to the relevant Reporting
Date or the Closing Date (as the case may be); 
 GAAP means generally accepted accounting principles in the United States set forth
in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be
approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied; 

GBP means the lawful currency of Great Britain; 

German Originators means the Originators that are located in Germany as set out in Schedule 1, and German Originator means any of
them as the context may require; 
 German Receivables means the Receivables originated by a German Originator and governed by German
law; 
 Global Portfolio means, on any given date, the outstanding nominal value of all Purchased Receivables excluding the
Written-off Receivables; 
 Governmental Authority means the government of the United States or any other nation, or of any political
subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or
pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank); 
 Greif CC
means Greif Services Belgium BVBA a company incorporated under Belgian law, registered with the register of legal entities (RPM/RPR) under the number 0438.202.052, Commercial Court of Antwerp, Belgium, whose registered office is at Beukenlei 24,
2960 Brecht, Belgium; 
 Greif CC Receivables Purchase Agreement means the receivables purchase agreement so entitled dated on or
about the date of this Agreement between Greif CC as seller and the Main SPV as buyer; 
 Greif Group means collectively, the Greif
Transaction Parties and their affiliates; 
 Greif Transaction Parties means Greif, Inc (as the Performance Indemnity Provider) and
each entity which is a direct or indirect subsidiary of Greif, Inc. entity that is party to a Transaction Document including: 
  

	 	(a)	the Originators; and 

  

	 	(b)	Greif CC in its capacity as Subordinated Lender, Master Servicer, Belgian Intermediary and Originator’s Agent; and 


  
 20 








 and Greif Transaction Party means any of them as the context may require; 

Guarantee Obligations means, as to any Person, without duplication, any direct or indirect contractual obligation of such Person
guaranteeing or intended to guarantee any Financial Indebtedness or Operating Lease, dividend or other obligation (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly,
including, without limitation, any obligation of such Person, whether or not contingent, (a) to purchase any such primary obligation or any property constituting direct or indirect security therefor; (b) to advance or supply funds
(i) for the purchase or payment of any such primary obligation, or (ii) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor; (c) to purchase
property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation; or (d) otherwise to assure or hold harmless the
owner of such primary obligation against loss in respect thereof; provided that the term Guarantee Obligations shall not include any endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any
Guarantee Obligation at any time shall be deemed to be an amount equal to the lesser at such time of (x) the stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made or (y) the maximum
amount for which such Person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation; or, if not stated or determinable, the maximum reasonably anticipated liability (assuming full performance) in respect thereof;

 Incremental Investment means the initial purchase of the Portfolio on the Closing Date and each investment by way of the transfer
new funds from the Funding Purchasers in the Portfolio thereafter which increases the total outstanding Aggregate Invested Amount (other than by way of Reinvestment), for the avoidance of doubt, this is not a fixed fraction of the Purchased
Receivables; 
 Indemnified Party shall have the meaning given to it in the Nieuw Amsterdam Receivables Purchase Agreement; 

ING Programme means the Greif Group’s trade receivables programme as sponsored by ING Belgium S.A., which was established by, among
other things, a Receivables Purchase Agreement dated 28 October 2004 (as amended from time to time) between ING Belgium S.A., Greif CC and Greif Belgium BVBA and which is terminated prior or on the Closing Date; 

ING Receivables means the receivables sold by various Greif entities to ING Belgium S.A. under the ING Programme and which will be
repurchased by Greif CC on the Closing Date; 
 Initial Conditions Precedent means the conditions precedent listed in Schedule 4 part
A to the Master Definitions Agreement; 
 Insolvency of a Person means the occurrence of an Insolvency Proceeding in respect of such
Person; 
 Insolvency Law means any Law relating to bankruptcy, insolvency, administration, receivership, examination, administrative
receivership, reorganisation, winding up or composition, moratorium or adjustment of debts or the rights of creditors generally (whether by way of voluntary arrangement or otherwise); 

Insolvency Proceeding means in connection with a Person, any proceeding that occurs where that Person: 

 

	 	(a)	becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due; 


  
 21 









	 	(b)	makes a general assignment, arrangement or composition with or for the benefit of its creditors; 

  

	 	(c)	institutes a proceeding seeking a judgement of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or it presents a petition for its
winding-up or liquidation; 

  

	 	(d)	has instituted against it proceeding seeking a judgement of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is
presented for its winding-up or liquidation and such proceedings or petition is not dismissed by the relevant competent court within 30 days; 

  

	 	(e)	seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all of its assets;


  

	 	(f)	has a secured party take possession of all or substantially all of its assets or has a distress, diligence, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or
substantially all of its assets; or 

  

	 	(g)	causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in paragraphs (a) to (e) above;


 Insolvency Regulation means the EU Insolvency Council Regulation (EC) No. 1346/2000 of 29 May, 2000; 

Insolvency Termination Event means the occurrence and continuation of the event specified in item (g) of the definition of
Termination Event; 
 Insolvent means any person that is subject to Insolvency Proceedings; 

Instrument of Debt means, in respect of any Purchased Receivable, any bill of exchange, cheque, promissory note and any other instrument
of debt issued from time to time to effect payment of such Purchased Receivable; 
 Intermediaries means the Belgian Intermediary and
the Italian Intermediary, and Intermediary means either of them, as the context may require; 
 Intermediary Receivables Purchase
Agreements means the Italian Intermediary Receivables Purchase Agreement and the Greif CC Receivables Purchase Agreement and Intermediary Purchase Agreement means either of them as the context may require; 

Invested Amount means on any date of determination in respect of a tranche, the aggregate of the Investments paid by the Funding
Purchasers to the Main SPV under the Nieuw Amsterdam Receivables Purchase Agreement in connection with such Tranche less any amounts repaid in accordance with the Priority of Payments; 

Investment means each Incremental Investment and Reinvestment; 

Investment Date means each RDR Investment Date and each SRD Investment Date, as applicable; 

Investment Request means a Reporting Date Request and the Special Report Date Request, as applicable. 

  
 22 








 Italian Intermediary means Rabobank International in its capacity as: 

 

	 	(a)	purchaser under the Originator Receivables Purchase Agreement between itself and the Italian Originator; and 

  

	 	(b)	seller under Italian Intermediary Receivables Purchase Agreement between itself and the Main SPV; 


Italian Intermediary Receivables Purchase Agreement means the document so entitled dated on or about the date of this Agreement between
the Italian Intermediary as seller and the Main SPV as buyer; 
 Italian Originators means the Originators that are located in Italy
as set out in Schedule 1, and Italian Originator means any of them as the context may require; 
 Italian Receivables means the
Receivables originated by an Italian Originator; 
 Key Accounts means the accounts as set out in Schedule 5 and Key Account
means any of them as the context may require; 
 Law means any law, constitution, statute, treaty, regulation, rule, ordinance, order,
injunction, writ, decree or award of any Official Body; 
 Lender means each lender under the amended and restated credit agreement
between, inter alia, Greif Inc dated 29 October 2010 (the Credit Agreement); 
 Letter of Undertaking means the letter of
undertaking among, inter alia, the Facility Agent, the Funding Purchasers, the Shareholder, the Directors and dated on or about the Closing Date; 

LIBOR means: 
  

	 	(a)	the applicable Screen Rate; or 

  

	 	(b)	if no such Screen Rate is available, the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Funding Administrator at its request quoted by the Reference Banks to prime banks in the
Relevant Interbank Market, at 11:00 a.m. London time on the relevant calculation date for the offering of deposits in GBP for one month, 


and, if any such rate is below zero, LIBOR will be deemed to be zero; 

Lien means (a) any judgment lien or execution, attachment, levy, distraint or similar legal process; and (b) any mortgage,
pledge, hypothecation, collateral assignment, security interest, encumbrance, lien (statutory or otherwise), charge or deposit arrangement (other than a deposit to a Deposit Account not intended as security) of any kind or other arrangement of
similar effect (including, without limitation, any conditional sale or other title retention agreement or lease in the nature thereof, any agreement to give any of the foregoing, or any sale of receivables with recourse against the seller or any
affiliate of the seller; 
 Liquidation Fee means for (a) any Tranche Period of the Conduit Purchaser which Yield is computed by
reference to the CP Rate and a reduction of the Invested Amount of the relevant Tranche is made for any reason or (b) any Tranche Period for which Yield is computed by reference to the Eurocurrency Rate and a reduction of the Invested Amount of
the relevant Tranche is made for any reason, in each case, on any day other than the last day of such Tranche Period, the sum of (i) the amount, if any, by which (A) the additional Yield (calculated without taking into account any


  
 23 








 
Liquidation Fee or any shortened duration of such Tranche Period or any Applicable Margin) which would have accrued during such Tranche Period (or, in the case of clause (a) above, during
the period until the maturity of the underlying commercial paper tranches) on the reductions of the Invested Amount of the Tranche relating to such Tranche Period had such reductions not occurred, exceeds (B) the income, if any, received by any
Funding Purchaser which holds such Tranche from the investment of the proceeds of such reductions of the Invested Amount, plus (ii) the amount of any costs or expenses incurred in connection with the termination or reduction of any related
Currency Hedge Agreements. A certificate as to the amount of any Liquidation Fee (including the computation of such amount) shall be submitted by the Funding Administrator to the Main SPV and shall be conclusive and binding for all purposes, absent
manifest error; 
 Liquidity Drawn Rate has the meaning given thereto in the applicable Funding Costs Fee Letter; 

Liquidity Facility Agreement means the liquidity facility agreement dated on or about the Closing Date among, inter alios ̧
Rabobank International and Nieuw Amsterdam in connection with the Programme; 
 Loss Horizon Ratio means the aggregate Nominal Amount
of all Purchased Receivables originated over the preceding 6 months divided by current month’s Adjusted Net Receivables Balance; 

Loss Ratio means the highest 3 month rolling average of the Default Ratio for the preceding twelve consecutive calendar months; 

Loss Reserve Floor means, at any time, 10 per cent.; 

Main SPV means Cooperage Receivables Finance B.V., a private company with limited liability (besloten vennootschap met beperkte
aansprakelijkheid), incorporated under the laws of The Netherlands, having its corporate seat (statutaire zetel) in Amsterdam, The Netherlands and its registered office at Naritaweg 165 Telestone 8, 1043 BW Amsterdam, The Netherlands;

 Main SPV Account Bank means Rabobank, and any person appointed as Main SPV Account Bank under the Administration Agreement; 

Main SPV Accounts means the Main SPV Operating Account and any other bank account that the Main SPV may open from time to time with the
Main SPV Account Bank (subject to the prior written approval of the Facility Agent); 
 Main SPV Administrator means Rabobank
International, London Branch, and any person appointed as administrator under the Administration Agreement; 
 Main SPV Available
Funds means on any Investment Date all moneys standing to the credit of the Main SPV Operating Account on that Investment Date and any other amounts to which the Main SPV is entitled under the Transaction Documents (including Collections
credited to any Master Collection Account) including any amounts in respect of which it has been agreed in the Transaction Documents that these amounts can be discharged (subject to the applicable Priority of Payments) by way of set-off on the
relevant Investment Date; 
 Main SPV Enforcement Event means any default (verzuim) in the proper performance of the Secured
Obligations or any part thereof and provided notice has been given in accordance with Clause 16 (Notice) of the Common Terms; 

Main SPV Management Agreement means the agreement dated on or about the Closing Date among the Main SPV, the Facility Agent and the Main
SPV’s Director; 

  
 24 








 Main SPV Operating Account means the bank account held with the Main SPV Account Bank, or
such other account(s) as may be so designated in accordance with the provisions of the Administration Agreement; 
 Main SPV Security
Documents means the Rights Pledge Agreement (and any deed of pledge entered into thereunder from time to time) and the Collection Account Pledge Agreements; 

Main SPV’s Director means Trust International Management (T.I.M.) B.V., a private company with limited liability (besloten
vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands having its seat (statutaire zetel) in Amsterdam, The Netherlands and its registered office at Naritaweg 165 Telestone 8, 1043 BW Amsterdam, The
Netherlands; 
 Main SPV Tax Obligations means any liability of the Main SPV with regard to Tax in an amount not exceeding EUR 100,000
or such higher amount as may be agreed between Main SPV and the Facility Agent and as notified to the Rating Agencies; 
 Management
Agreements means the Letter of Undertaking, the Main SPV Management Agreement and the Shareholder Management Agreement; 
 Mandatory
Cost Rate has the meaning specified in Schedule 6 of the Nieuw Amsterdam Receivables Purchase Agreement; 
 Master Collection
Account means the account as set out in Schedule 1 to the Servicing Agreement; 
 Master Definitions Agreement means this master
definitions agreement; 
 Master Servicer means Greif Services Belgium B.V.B.A., in its capacity as master servicer under the
Servicing Agreement; 
 Master Servicer Event of Default means in respect of the Master Servicer a default in its obligations under
the Servicing Agreement; 
 Material Adverse Effect means: 
  

	 	(a)	a material adverse effect on the legality, validity, enforceability or termination of any of the Transaction Documents; or 

  

	 	(b)	a material adverse effect on the rights or remedies of Main SPV, Facility Agent or the Funding Purchaser Group under any of the Transaction Documents to which they are a party; or 


 

	 	(c)	in respect of a Greif Transaction Party, a material adverse effect on: 

  

	 	(i)	the ability of such Greif Transaction Party to perform its obligations under any of the Transaction Documents to which it is party; or 


 

	 	(d)	in respect of the Purchased Receivables, a material adverse effect on: 

  

	 	(i)	the interests of the Main SPV or the Funding Purchasers or the Funding Administrator in a material portion of the Purchased Receivables or the Related Rights or the Collections with respect thereto; or


  

	 	(ii)	the collectability of a material portion of the Purchased Receivables; 


  
 25 








 Maximum Debtor Limit means: in respect of a Debtor in respect of Purchased Receivables as
at any date, the limit (as a percentage of the Unpaid Balance of all Eligible Receivables) set out in the column entitled Concentration Limit opposite the credit rating by S&P and Moody’s of that Debtor set out in the column entitled Debtor
Short-Term Rating (whereby the lowest of the two ratings shall apply to that Debtor) and further provided that if the short-term rating set out in the column entitled Debtor Short-Term Rating is unavailable, the long-term rating set out in the
column entitled “Debtor Long-Term Rating” shall apply: 
  

							
	 Debtor Short-Term Rating
	  	
Debtor Long-Term Rating
	  	Concentration Limit	 
	 A-1+/P-1
	  	AA/Aa2 or Higher	  	 	10.0	% 
	 A-1/P-1
	  	AA- to A+/ Aa3 to A1	  	 	10.0	% 
	 A-2/P-2
	  	A to BBB+ / A2 to Baa1	  	 	5.0	% 
	 A-3/P-3
	  	BBB to BBB- / Baa2 to Baa3	  	 	3.3	% 
	 No Short Term Rating
	  	Non-Investment Grade or Unrated	  	 	2.0	% 

 For any Purchased Receivables that are credit enhanced (e.g., Purchased Receivables that have the benefit of a
letter of credit or credit insurance for the Unpaid Balance of such Purchased Receivable and that has been validly assigned to and directly benefit the Main SPV), the party providing such credit enhancement will be treated as the Debtor in respect
of those Purchased Receivables for the purpose of determining the concentration limits that apply to such Debtor (and such Purchased Receivables) in accordance with the table above; 

Maximum Invested Amount means on any day the lower of (A) the Facility Limit and (B) the Funding Base on such day calculated
in the Base Currency; 
 Maximum Jurisdiction Limit means, in respect of each Concentration Jurisdiction, the limit (as a percentage
of the Unpaid Balance of all Eligible Receivables) set out in the column entitled Maximum Jurisdiction Limit opposite the name of the relevant Concentration Jurisdiction: 
  

					
	 Countries
	  	Maximum Jurisdiction Limit	 
	 France / Italy / Netherlands / England and Wales
	  	 	40.0	% 
	 Belgium / Spain / Germany / Sweden
	  	 	20.0	% 
	 Switzerland / Portugal / Denmark / Finland/Norway
	  	 	10.0	% 
	 Ireland
	  	 	3.3	% 
	 Iceland
	  	 	2.0	% 
	 Aggregate of non-investment grade countries
	  	 	25.0	% 

 Moody’s means Moody’s Investor Service Inc; 

Net Receivables Balance means the Unpaid Balance of all Eligible Receivables less: (i) Excess Concentration Amounts and
(ii) Rebate Reductions. 
 NIBOR means: 
  

	 	(a)	the applicable Screen Rate; or 

  

	 	(b)	(if no Screen Rate is available for NOK) the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Funding Administrator at its request quoted by the Reference Banks to leading banks
in the Relevant Interbank Market, at 11:00 a.m. London time on the relevant date for offering deposits in NOK for one month, 


  
 26 








 and, if any such rate is below zero, OIBOR will be deemed to be zero; 

Nieuw Amsterdam means Nieuw Amsterdam Receivables Corporation S.à.r.l., a société à responsabilité
limitée organised under the laws of the Grand Duchy of Luxembourg, having its registered office at 6, Rue Eugène Ruppert, L-2453 Luxembourg; 

Nieuw Amsterdam Receivables Purchase Agreement means the Nieuw Amsterdam receivables purchase agreement dated on or about the date of
this Agreement among the Main SPV, the Funding Administrator, the Facility Agent, the Committed Purchaser and the Conduit Purchaser; 

NOK means the lawful currency of Norway; 

Nominal Amount means, with respect to any Purchased Receivable, the principal amount of such Purchased Receivable as reflected in the
books and records of the relevant Originator (including the VAT portion (if any) in relation thereto); 
 Norwegian Originators means
the Originators that are located in Norway as set out in Schedule 1; 
 Norwegian Receivables means the Receivables originated by a
Norwegian Originator and governed by Norwegian law; 
 Notice of Sale and Assignment has the meaning set out in Clause 23.5(a) of the
Nieuw Amsterdam Receivables Purchase Agreement; 
 Notice Details means the notice details set out in Clause 16 of the Common Terms;

 Official Body means any government or political subdivision or any agency, authority, bureau, central bank, commission, department
or instrumentality of any such government or political subdivision, or any court, tribunal, grand jury or arbitrator, or any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative,
judicial, taxing, regulatory or administrative powers or functions of or pertaining to government, or any accounting board or authority (whether or not a part of government) which is responsible for the establishment or interpretation of national or
international accounting principles; 
 Ongoing Conditions Precedent means the ongoing conditions precedent listed in Schedule 4 Part
B to the Master Definitions Agreement]; 
 Onward Sale Agreements means: 

 

	 	(a)	the Intermediary Receivables Purchase Agreements; and 

  

	 	(b)	the Nieuw Amsterdam Receivables Purchase Agreement, 

 and Onward Sale Agreement means any
of them as the context may require; 
 Operating Lease of any Person, means any lease (including, without limitation, leases which may
be terminated by the lessee at any time) of any property (whether real, personal or mixed) by such Person, as lessee, which is not a Capitalized Lease; 

  
 27 








 Operational Expenses means the operational costs and expenses incurred by (or on behalf
of) the Main SPV (together with any applicable VAT thereon) that are due and payable to: 
  

	 	(a)	the independent accountants, agents and counsel of the Main SPV; 

  

	 	(b)	the Directors; 

  

	 	(c)	if the Master Servicer is not a Greif Transaction Party, any applicable Servicing Fees; 

  

	 	(d)	if a Backup Servicer has been appointed, the fees and expenses of such Backup Servicer; 

  

	 	(e)	any person in respect of any governmental fee or charge; and 

  

	 	(f)	any person in respect of any other fees or expenses pursuant to or in connection with the Transaction Documents; 


Organizational Documents means, with respect to any Person, such Person’s articles or certificate of incorporation, certificate of
amalgamation, memorandum or articles of association, bylaws, partnership agreement, limited liability company agreement, joint venture agreement or other similar governing documents and any document setting forth the designation, amount and/or
relative rights, limitations and preferences of any class or series of such Person’s Equity Interests; 
 Originator’s Agent
means Greif CC in its capacity as agent to the Originators; 
 Originators mean Originators means the parties set out in
Schedule 1; 
 Originator Receivables Purchase Agreement means each originator receivables purchase agreement dated on or about the
date of this Agreement between: 
  

	 	(a)	an Originator (other than the Italian Originator) and the Belgian Intermediary; and 

  

	 	(b)	the Italian Originator and the Italian Intermediary; 

 Originator Termination Event means
the occurrence and continuation of any of following events in relation to an Originator: Termination Events listed under (a), (b) and (c). 

Parallel Debt has the meaning given to it in Clause 2 of the Rights Pledge Agreement; 

Participating Member State means any member state of the European Union that adopts or has adopted the euro as its lawful currency in
accordance with legislation of the European Union relating to Economic and Monetary Union; 
 Participant has the meaning given to it
in Clause 26.6 of the Nieuw Amsterdam Receivables Purchase Agreement; 
 Parties or parties means the parties to the relevant
Transaction Document, and each individually a Party or a party; 
 Performance and Indemnity Agreement means the
performance and indemnity agreement dated on or about the date of this Agreement between among others the Performance Indemnity Provider, the Main SPV the Italian Intermediary and the Facility Agent; 

Performance Indemnity Provider means Greif, Inc. it its capacity as performance indemnity provider under the Performance and Indemnity
Agreement; 

  
 28 








 Permitted Accounts Receivable Securitization means (a) any Domestic Receivables
Securitization and (b) any Foreign Receivables Securitization, in each case, together with any amendments, restatements or other modifications or refinancings permitted by this Agreement; 

Permitted Investors means (a) All Life Foundation, Dempsey Family Trust, Michael H. Dempsey Trust, Shannon J. Dempsey, Naomi C.
Dempsey Charitable Lead Annuity Trust, Nob Hill Trust, Henry Coyle Dempsey Trust, Patricia M. Dempsey, Patricia M. Dempsey Living Trust, Judith D. Hook, Judith D. Hook Living Trust, Mary T. McAlpin, Mary T. McAlpin Living Trust, Mary T. McAlpin
Charitable Remainder Annuity Trust, John McNamara, Virginia D. Ragan and Virginia D. Ragan Living Trust; (b) the spouses, heirs, legatees, descendants and blood relatives to the third degree of consanguinity of any person in clause (a) and
any adopted children and blood relative thereof; (c) the executors and administrators of the estate of any such person, and any court appointed guardian of any person in clause (a) or (b); (d) any trust, family partnership or similar
investment entity for the benefit of any such person referred to in the foregoing clause (a) or (b) or any other Persons (including for charitable purposes), so long as one or more members of the group consisting of the Permitted Investors
have the exclusive or a joint right to control the voting and disposition of securities held by such trust, family partnership or other investment entity; and (e) any employee or retiree benefit plan sponsored by Greif, Inc.; 

Person shall be construed as a reference to any person, firm, company, corporation, Governmental Entity, state or agency of a state or
any association or partnership (whether or not having separate legal personality) of two (2) or more of the foregoing; 
 Pledged
Account Claims means all claims which the Main SPV has or may have at any time against the Main SPV Account Bank in relation to monies at any time owed by the Main SPV Account Bank to the Main SPV in relation to the pledged accounts or in
relation to any monies at any time deposited therein or credited thereto, or otherwise owed by the Main SPV Account Bank to the Main SPV in respect thereof. 

Pledged Assets means the TD Pledged Rights, the Receivables Pledged Rights and the Pledged Account Claims; 

PMP means professional market party (professionele marktpartij); 

Portfolio has the meaning given to it in Clause 3.1 of the Nieuw Amsterdam Receivables Purchase Agreement. 

Portuguese Originators means the Originators that are located in Portugal as set out in Schedule 1, and Portuguese Originator
means any of them as the context may require; 
 Portuguese Receivables means the Receivables originated by a Portuguese Originator
governed by Portuguese law; 
 Post-termination Priority of Payments means at any time after the end of the Revolving Period, the
following allocation (including for the avoidance of doubt any provisions that need to be made to make such payments on the due date therefor) and payment of any amounts received by the Main SPV as well as the proceeds of any enforcement proceedings
in respect of the Security (including any amounts standing to the credit of the Main SPV Operating Account): 
  

	 	(a)	first towards payment of the Main SPV Tax Obligations owing and unpaid by the Main SPV (other than Dutch corporate income tax in relation to the amount equal to the minimum profit referred to below) if any and to the
payment of amounts equal to the minimum profit to be retained by the Main SPV for Dutch tax purposes for the then current calendar year (which shall be an amount of euro 27,000 for the first year of and an amount of euro 22,000 for any subsequent
years); 


  
 29 









	 	(b)	second towards payment of accrued and unpaid Usage Fees and Unused Facility Fees; 

  

	 	(c)	third towards payment of the Operational Expenses to the extent such Operational Expenses are not listed elsewhere in the Post-termination Priority of Payments (and following a Termination Event, only to the extent
included in the Principal Obligations); 

  

	 	(d)	fourth towards repayment of the Invested Amounts until reduced to zero; 

  

	 	(e)	fifth towards payment of all obligations, liabilities, costs and expenses due and payable to the Funding Purchasers or the Funding Administrator or Facility Agent not listed elsewhere in the Post-termination Priority of
Payments; 

  

	 	(f)	sixth towards payment of the Servicing Fees to the Master Servicer; and 

  

	 	(g)	seventh towards payment of any amounts due and payable to the Subordinated Lender under the Subordinated Loan Agreement 


to be paid in the relevant Approved Currency (provided that in order to determine whether a relevant payment can be made, any amount in a
currency other than euro shall be converted into euro using the Applicable Conversion Rate) and with the understanding that items (f) –(g) will be satisfied out of the Aggregate DPP (if any); 

Potential Originator Termination Event means the event or circumstance or any combination of events or circumstances, which, with the
lapse of time, the giving of notice or fulfilment or non-fulfilment of any condition, will result in a Originator Termination Event; 

Potential Termination Event means the event or circumstance or any combination of events or circumstances, which, with the lapse of
time, the giving of notice or fulfilment or non-fulfilment of any condition, will result in a Termination Event (other than an Expiration Termination Event); 

Pre-termination Priority of Payments means on any Investment Date during the Revolving Period, the following allocation (including for
the avoidance of doubt any provisions that need to be made to make such payments on the due date therefor) and payment of the Main SPV Available Funds: 
  

	 	(a)	first towards payment of the Main SPV Tax Obligations owing and unpaid by the Main SPV (other than Dutch corporate income tax in relation to the amount equal to the minimum profit referred to below) if any, and to the
payment of amounts equal to the minimum profit to be retained by the Main SPV for Dutch tax purposes for the then current calendar year (which shall be an amount of euro 27,000 for the first year of and an amount of euro 22,000 for any subsequent
years]); 

  

	 	(b)	second towards payment of accrued and unpaid Usage Fees and Unused Facility Fees; 

  

	 	(c)	third towards payment of the Operational Expenses to the extent such Operational Expenses not listed elsewhere in the Pre-termination Priority of Payments; 


 

	 	(d)	fourth towards repayment of the Invested Amounts until the Invested Amount is reduced to the applicable Maximum Invested Amount on such Investment Date; 


  
 30 









	 	(e)	fifth towards payment of all obligations, liabilities, costs and expenses due and payable by the Main SPV or the Main SPV Administrator and which are not listed elsewhere in the Pre-termination Priority of Payments;


  

	 	(f)	sixth toward payment of the Purchase Price of any Purchased Receivables to the extent not already previously paid; 

  

	 	(g)	seventh towards payment of the Servicing Fees to the Master Servicer; and 

  

	 	(h)	eighth towards payment of any amounts payable to the Subordinated Lender under the Subordinated Loan Agreement, provided that no Termination Event occurs as a result of such payment, 


to be paid in the relevant Approved Currency (provided that in order to determine whether a relevant payment can be made, any amount in a
currency other than euro shall be converted into euro using the Applicable Conversion Rate) and with the understanding that items (f) –(g) will be satisfied out of the Aggregate DPP (if any); 

Principal Obligations means any and all payment obligations of the Main SPV owed to the Secured Creditors under or pursuant to the
Transaction Documents (other than the Parallel Debt), whether present or future, whether actual or contingent, and whether for principal, interest or costs; 

Priority of Payments means the Pre-termination Priority of Payments or the Post-termination Priority of Payments, as applicable; 

Programme Support Provider means, with respect to the Conduit Purchaser, the Committed Purchaser and any other Conduit Support Provider
pursuant to a Conduit Support Agreement entered into with the Conduit Purchaser; 
 Programme means the trade receivables
securitisation programme contemplated by the Transaction Documents; 
 Purchase Date means: 

 

	 	(a)	in respect of the French Receivables, the Closing Date and each Investment Date during the Revolving Period provided that the seller of the relevant French Receivables own such French Receivables on each such date; and


  

	 	(b)	in respect of all other Receivables, the Closing Date and each Business Day during the Revolving Period on which the seller of the relevant Receivables owns the relevant Receivables; 


Purchase Price means, in respect of a Purchased Receivable, the Purchase Price as set out in the relevant Receivables Purchase
Agreement; 
 Purchased Receivables means, on any given date, all Receivables assigned, sold transferred or purported to be assigned,
sold or transferred to the buyer under the relevant Receivables Purchase Agreement (regardless of whether they are partly or fully unpaid on each such date); 

Rabobank means Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., a cooperative with limited liability (coöperatie met
beperkte aansprakelijkheid) incorporated under the laws of The Netherlands, having its registered office at Croeselaan 18, 3521 CB Utrecht, The Netherlands; 

  
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 Rabobank International means Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A.
trading as Rabobank; 
 Rabobank International, London Branch means Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A trading
as Rabobank London; 
 Rate Types means Eurocurrency Rate and the CP Rate; 

Rating Agencies means on any date the rating agencies then rating Commercial Paper at the request of the Conduit Purchaser; 

Rating Downgrade Event means, in respect of the Performance Indemnity Provider, if the Performance Indemnity Provider’s senior
long-term unsecured debt rating: 
  

	 	(a)	provided by S&P falls below BB- or if such rating is withdrawn; or 

  

	 	(b)	provided by Moody’s falls below Ba3 or if such rating is withdrawn; 

 RDR Investment
Date means the 20th day of each calendar month or, if such day is not a Business Day the immediately following Business Day unless it would thereby fall in the next calendar month in which case such day or date shall be brought forward to the
immediately preceding Business Day; 
 Rebate Reductions means in respect of a Receivable and its related Debtor, the amount accrued
of any rebates provided by the relevant Originator in respect of Contractual Dilutions as recorded in its books and records; 
 Receivable
means any and all indebtedness and payment claims (including the VAT portion) of an Originator against a Debtor (other than an Excluded Debtor) for which an invoice has been issued under the underlying Contract, including, without limitation any
account, instrument or general intangible, arising in connection with, or constituting consideration for, the sale of goods or rendering of services by that Originator, and includes the obligation to pay any finance charges, fees and other charges
with respect thereto including in respect of Tax and any of an Originator’s claims (and any rights to determine the legal relationship, including termination rights) arising under the Contract and includes, unless otherwise specified, any
Related Rights and includes, where the context so requires any Purchased Receivables; 
 Receivables Facility Assets shall mean all
Receivables (whether now existing or arising in the future) of Greif Inc. or any of its Subsidiaries which are transferred pursuant to a Permitted Accounts Receivable Securitization, and any assets related thereto, including without limitation
(a) all collateral given by the respective account debtor or on its behalf (but not by Greif Inc. or any of its Subsidiaries) securing such Receivables, (b) all contracts and all guarantees (but not by Greif Inc. or any of its
Subsidiaries) or other obligations directly related to such Receivables, (c) other related assets including those set forth in the Receivables Documents, and (d) proceeds of all of the foregoing; 

Receivables Facility Attributable Debt means at any date of determination thereof in connection with any Receivables Documents, the
aggregate net outstanding amount theretofore paid to the applicable seller of Receivables in respect of the Receivables and related assets sold or transferred by it to an unaffiliated Person or Receivables Subsidiary (as defined in the Credit
Agreement) in connection with such documents (it being the intent of the parties that the amount of Receivables Facility Attributable Debt at any time outstanding approximate as closely as possible the principal amount of Financial Indebtedness
which would be outstanding at such time under any Receivables Documents (as defined in the Credit Agreement) if the same were structured as a secured lending agreement rather than a purchase agreement); 

  
 32 








 Receivables Purchase Agreements means: 

 

	 	(a)	the Originator Receivables Purchase Agreements; 

  

	 	(b)	the Intermediary Receivables Purchase Agreements; and 

  

	 	(c)	Nieuw Amsterdam Receivables Purchase Agreement, 

 and Receivable Purchase Agreement means any of
them as the context may require; 
 Receivables Report means the receivables report (the form and content of which is to be agreed
between the Master Servicer and the Facility Agent) to be provided by the Master Servicer to the Facility Agent in accordance with Clause 9 of the Servicing Agreement; 

Receivables Pledged Rights means any and all present and future rights (vorderingen) of the Main SPV (including but not limited
to rights to repayment of principal, payment of interest and payment of other amounts as well as rights to non-monetary payment) under or in respect of the Purchased Receivables; 

Records means, in respect of any Purchased Receivable, all Contracts, correspondence, notes of dealings and other documents, books,
books of account, registers, records and other information (including, without limitation, tapes, discs, punch cards and related property and rights) maintained (and recreated in the event of destruction of the originals thereof) by the relevant
Originator (or Greif CC) with respect to such Receivable and the related Debtor; 
 Reference Banks means four major banks in the
Relevant Interbank Market as may be appointed by the Funding Administrator; 
 Register has the meaning given to it in Clause 26.4 of
the Nieuw Amsterdam Receivables Purchase Agreement; 
 Reinvestment has the meaning given to it in the Nieuw Amsterdam Receivables
Purchase Agreement; 
 Related Rights means, with respect to any Receivable: 

 

	 	(a)	all security interests, reservations of ownership, liens or other Adverse Claims from time to time, if any, purporting to secure payment of such Receivable, whether pursuant to the Contract related to such Receivable or
otherwise, together with all financing statements and agreements describing any collateral security securing such Receivables; 

  

	 	(b)	all other accessory or ancillary rights as well as any other rights of the Originators to such Receivable; 

  

	 	(c)	all guarantees, 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 (provided that it is understood and agreed that notwithstanding anything herein or in any other Transaction Document to the contrary, any amounts received by any Transaction Party in respect of, or otherwise in connection with, such
guarantee, insurance or other agreement or arrangement shall constitute Related Rights for all purposes of the Transaction Documents); 

  

	 	(d)	all Instruments of Debt in respect of such Receivable; 


  
 33 









	 	(e)	all Records related to such Receivable; and 

  

	 	(f)	any and all goods and documentation or title evidencing the shipment or storage of any goods, the sale of which by the Originator gave rise to such Receivable, 


in each case, including all proceeds at any time howsoever arising out of the resale, redemption or other disposal of (net of collection costs)
such Receivable, or dealing with, or judgments relating to, any of the foregoing, any debts represented thereby, and all rights of action against any person in connection therewith; 

Relevant Interbank Market means in relation to (i) euro, the Eurozone interbank market, (ii) GBP, the London interbank market,
(iii) DKK, the Copenhagen interbank market, (iv) NOK, the Oslo interbank market and (v) SEK, the Stockholm interbank market; 

Report means the report in a form acceptable to the Main SPV, the Funding Administrator and the Facility Agent delivered by the Master
Servicer pursuant to the Servicing Agreement; 
 Reporting Date means, in respect of a Data Period, a day that is four
(4) Business Days prior to the relevant Settlement Date; 
 Reporting Date Request has the meaning given to it in Clause 4.1 of
the Nieuw Amsterdam Receivables Purchase Agreement. 
 Repossessable Goods means any goods the delivery of which gave rise to a
Receivable, where such goods are subject to retention of rights or similar rights under applicable law; 
 Requirement of Law in
respect of any Person shall mean any law, treaty, rule, requirement or regulation; 
  

	 	(a)	a notice by or an order of any court having jurisdiction; 

  

	 	(b)	a mandatory requirement of any regulatory authority having jurisdiction; or 

  

	 	(c)	a determination of an arbitrator or Official Body, 

 in each case applicable to or binding upon
that Person or to which that Person is subject or with which it is customary for it to comply; 
 Reserve Percentage means an amount
(expressed as a percentage) that is calculated as the sum of (A) and (B) where: 
  

	 	(A)	is the greater of: 

  

	 	(a)	the sum of (x) the Dynamic Loss Reserve and (y) the Dynamic Dilution Reserve; and 

  

	 	(b)	the Floor Reserve Percentage; and 

  

	 	(B)	is the Yield Reserve. 

 Reuters Screen means a page of the Reuters service or of any
other medium for the electronic display of data as may be previously approved in writing by the Funding Administrator and Main SPV; 

  
 34 








 Revolving Period means the period commencing on the Closing Date and ending on the earlier
of (a) the occurrence and continuation of a Termination Event, or (b) the Facility Maturity Date; 
 Rights Pledge Agreement
means the pledge agreement dated on or about the date of this Agreement between the Main SPV and the Facility Agent and creating, inter alia, a first ranking right of pledge over its rights under the Transaction Documents; 

S&P means Standard & Poor’s Rating Services, a Standard & Poor’s Financial Services LLC Business; 

Sale and Leaseback Transaction means any arrangement, directly or indirectly, whereby a seller or transferor shall sell or otherwise
transfer any real or personal property and then or thereafter within 180 days lease, or repurchase under an extended purchase contract, conditional sales or other title retention agreement, the same or similar property, but excluding the sale of an
asset and the subsequent lease of such asset for a term of less than one year; provided that such transaction is not for the purpose of financing such asset; 

Screen Rate means: 
  

	 	(a)	in relation to EURIBOR, the percentage rate per annum determined by the Banking Federation of the European Union for one month deposits in EUR; 


 

	 	(b)	in relation to CIBOR, the percentage rate per annum published by the information system Reuters on the appropriate page (or any replacement page on that service) for one month deposits in DKK; 


 

	 	(c)	in relation to NIBOR, the percentage rate per annum published by the information system Reuters on the appropriate page (or any replacement page on that service) for one month deposits in NOK; 


 

	 	(d)	in relation to STIBOR, the percentage rate per annum published by the information system Reuters on the appropriate page (or any replacement page on that service) for one month deposits in SEK; 


 

	 	(e)	in relation to LIBOR, the British Bankers’ Association Interest Settlement Rate for one month deposits in GBP; and 


displayed on the appropriate page of the Reuters screen. If the agreed page is replaced or service ceases to be available, the Funding
Administrator may specify another page or service displaying the appropriate rate; 
 SEC means the United States Securities and
Exchange Commission, or any authority of the government of the United States, or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising
executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to the government of the United States, succeeding to any of the United States Securities and Exchange Commission’s principal functions;

 Secured Creditors means the Conduit Purchaser, the Committed Purchaser, the Facility Agent (as principal), the Master Servicer, the
Backup Servicer, the Main SPV Account Bank, the Main SPV Administrator, the Directors, the Subordinated Lender and the Funding Administrator; 

Secured Obligations means any and all payment obligations of the Main SPV owed to the Facility Agent under or pursuant to the Parallel
Debt as well as under any of the Security Agreements; 

  
 35 








 Secured Property means all the property of the Main SPV which is subject to the Security;

 Security means the security interests created over the assets, rights or receivables of the Main SPV pursuant to the Security
Agreements; 
 Security Agreements means: 
  

	 	(a)	the Rights Pledge Agreement; and 

  

	 	(b)	the Collection Account Pledge Agreements; 

 SEK means the lawful currency of Sweden; 

Servicer Report has the meaning set out in Clause 9 of Servicing Agreement; 

Servicing Agreement means the servicing agreement dated on or about the date of this Agreement between the Master Servicer, the Main
SPV, the Main SPV Administrator, the Facility Agent and others; 
 Servicing Fees has the meaning given to it in Clause 4 of the
Servicing Agreement; 
 Settlement Date means (i) during the Revolving Period, each Investment Date and (ii) following the
Revolving Period, each 20th day of the month or, if such day is not a Business Day the immediately following Business Day unless it would thereby fall in the next calendar month in which case such day or date shall be brought forward to the
immediately preceding Business Day or, in the event of the occurrence and continuation of a Termination Event, such additional or more frequent settlement dates as the Funding Purchasers and/or the Facility Agent may require, as notified by any of
them in writing to the Originators’ Agent; 
 Shareholder means Stichting Cooperage Receivables Finance, a foundation
(stichting) established under the laws of The Netherlands and holding all of the outstanding share capital of the Main SPV; 

Share Capital Account means the bank account in the name of the Main SPV in which the share capital of the Main SPV is deposited (from
time to time); 
 Shareholder Management Agreement means the shareholder management agreement dated on or about the date of this
Agreement between the Shareholder, the Shareholder’s Director, the Main SPV and the Facility Agent; 
 Shareholder’s
Director means Trust International Management (T.I.M.) B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands having its corporate seat
(statutaire zetel) in Amsterdam, The Netherlands and its registered office at Naritaweg 165 Telestone 8, 1043 BW Amsterdam, The Netherlands; 

Soterra LLC means Soterra LLC, a Delaware limited liability company and a wholly- owned Subsidiary of the Performance Indemnity
Provider; 
 Spanish Originators means the Originators that are located in Spain as set out in Schedule 1, and Spanish
Originator means any of them as the context may require; 
 Spanish Receivables means the Receivables originated by a Spanish
Originator governed by Spanish law; 
 Special Report Date means (i) initially the first date designated as a “Special
Report Date” by the Facility Agent and which falls within the period of 30 days following the date on which a Rating 

  
 36 








 
Downgrade Event occurred and (ii) thereafter, the date falling seven days after the immediately preceding Special Report Date, provided that no Special Report Date shall occur if the Rating
Downgrade Event is no longer continuing and the Facility Agent and the Master Servicer have agreed on appropriate arrangements in relation to the provision of the Reports and funding by the Funding Purchasers between the last Special Report Date and
the next subsequent RDR Investment Date. 
 Special Report Date Request has the meaning ascribed in Clause 4.1 of the Nieuw Amsterdam
Receivables Purchase Agreement; 
 SDR Investment Date has the meaning ascribed in Clause 4.1 of the Nieuw Amsterdam Receivables
Purchase Agreement; 
 Standard of Care means the standard of care of a prudent merchant; 

Statutory Reserves means, with respect to the Committed Purchaser any Investment made in any currency, any currency, maximum reserve,
liquid asset, fees or similar requirements (including any marginal, special, emergency or supplemental reserves or other requirements) established by any central bank, monetary authority, the Bank of England, the Financial Services Authority, the
European Central Bank or other Official Body for any category of deposits or liabilities customarily used to fund loans in such currency or by reference to which interest rates applicable to loans in such currency are determined, in each case
expressed as a percentage of the Invested Amount in respect of such Investment, as determined by the Funding Administrator. The Statutory Reserve rate shall be adjusted automatically on and as of the effective date of any change in any reserve,
liquid asset or similar requirement; 
 STIBOR means: 
  

	 	(a)	the applicable Screen Rate; or 

  

	 	(b)	(if no Screen Rate is available for SEK) the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Funding Administrator at its request quoted by the Reference Banks to leading banks
in the Relevant Interbank Market, at 11:00 a.m. London time on the relevant date for offering deposits in SEK for one month, 


and, if any such rate is below zero, STIBOR will be deemed to be zero; 

Stress Factor means 2.25; 

Subordinated Lender means Greif CC in its capacity as subordinated lender under the Subordinated Loan Agreement; 

Subordinated Loan means collectively, all the Subordinated Loan Advances made available by the Subordinated Lender to the Main SPV under
the Subordinated Loan Agreement; 
 Subordinated Loan Advance has the meaning given to it in the Subordinated Loan Agreement; 

Subordinated Loan Agreement means the subordinated loan agreement dated on or about the date of this Agreement between the Subordinated
Lender, the Main SPV, the Facility Agent and the Main SPV Administrator; 
 Subordinated Loan Required Advance Amount means in respect
of an Investment Date the sum in each Approved Currency of (a) the positive difference between the Nominal Amount of all outstanding Purchased Receivables (including the Purchased Receivables that are to be purchased on


  
 37 








 
such Investment Date) on such Investment Date in such Approved Currency, less the Investments on such Investment Date in the Approved Currency, (b) any amounts due in one or more Approved
Currencies to remedy a breach of a Funding Test, and (c) any other amounts due by the Main SPV under the Nieuw Amsterdam Receivables Purchase Agreement in such Approved Currency; 

Subsidiary of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a
majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at
the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person; provided that in no event shall the term Subsidiary include any Person
unless and until its financial results are required to be consolidated with Greif Inc.’s financial results under GAAP. Unless otherwise specified, all references herein to a Subsidiary or to Subsidiaries shall refer to a
Subsidiary or Subsidiaries of Greif Inc.; 
 Swap Contract means (a) any and all rate swap transactions, basis swaps, credit
derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or
forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot
contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement; and
(b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any
International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a Master Agreement), including any such obligations or liabilities under any Master Agreement;

 Swap Termination Value means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally
enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and
(b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any
recognized dealer in such Swap Contracts (which may include a Lender or any affiliate of a Lender; 
 Swedish Debt Collection Act
means the Swedish Debt Collection Act (Sw. inkassolagen (1974:192)); 
 Swedish Originators means the Originators that are
located in Sweden as set out in Schedule 1, and Swedish Originator means any of them as the context may require; 
 Swedish
Personal Data Act means the Swedish Personal Data Act (Sw. Personuppgiftslagen (Sw. Personuppgiftslagen (1998:204)); 

Swedish Receivables means the Receivables originated by a Swedish Originator and governed by Swedish law; 

Tax shall be construed so as to include any present or future tax, levy, impost, duty, charge, fee, deduction or withholding of any
nature whatsoever (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same) imposed or levied by or 

  
 38 








 
on behalf of any relevant jurisdiction or any sub-division of it or by any authority in it having power to tax, and Taxes, tax, taxes, taxation, taxable and
comparable expressions shall be construed accordingly; 
 TD Pledged Rights means any and all present and future rights
(vorderingen) of the Main SPV (including but not limited to rights to repayment of principal, payment of interest and payment of other amounts as well as rights to non-monetary payment) under or in respect of the Transaction Documents against
each of the Transaction Documents Parties (other than the Main SPV and the Facility Agent); 
 Termination Date means, following the
occurrence and continuation of a Termination Event (other than an Insolvency Termination Event) the date notified by the Funding Administrator to the Performance Indemnity Provider, Greif CC and Main SPV in writing, and upon the occurrence and
continuation of an Insolvency Termination Event, the date on which the relevant Insolvency Termination Event occurred; 
 Termination
Event means the occurrence of any of the following events: 
  

	 	(a)	the Main SPV or any Greif Transaction Party (other than an Originator) fails to pay any amount due under the Transaction Documents to which it is a party or to the account designated for such purpose within 2 Business
Days of the due date therefor; or 

  

	 	(b)	the Main SPV or any Greif Transaction Party (other than an Originator) defaults in the performance or observance of any of its other obligations (other than a failure to perform or comply with obligations, which
failure, in the reasonable opinion of the Facility Agent is not material) under or in respect of any Transaction Document and such default (a) is, in the reasonable opinion of the Facility Agent, incapable of remedy or (b) being a default,
which is, in the reasonable opinion of the Facility Agent capable of remedy remains unremedied for 10Business Days or such longer period as the Facility Agent may agree after the Facility Agent has given written notice to the Main SPV or the
relevant Greif Transaction Party (as the case may be); 

  

	 	(c)	any representation made or deemed to be made by the Main SPV or any Greif Transaction Party (other than an Originator) under any or in respect of any of the Transaction Documents proves to have been incorrect or
misleading when made or deemed to be made (other than a misrepresentation, which, in the reasonable opinion of the Facility Agent, is not material) and such misrepresentation is incapable of remedy or (b) being a misrepresentation which (in the
reasonable opinion of the Facility Agent) is capable of remedy remains unremedied for 10 Business Days or such longer period as the Facility Agent may agree after the Facility Agent has given written notice to the Main SPV or the relevant Greif
Transaction Party (as the case may be); 

  

	 	(d)	the Master Servicer fails to deliver a Report in accordance with the terms of the Servicing Agreement and such Report is not provided in the form, format and manner contemplated in the Servicing Agreement within 2
Business Days of the due date of the delivery of such Report; 

  

	 	(e)	any Greif Transaction Party disposes of, or agrees to dispose of Purchased Receivables representing a material amount, or creates or agrees to create, an Adverse Claim on Purchased Receivables representing a material
amount other than in accordance with the Transaction Documents; 

  

	 	(f)	it is or becomes unlawful for the Main SPV or any Greif Transaction Party to perform any of its material obligations under the Transaction Documents to which it is a party; or any of the material obligations under the
Transaction Documents ceases to be a legal, valid and binding and enforceable obligation of any such Transaction Party; 


  
 39 









	 	(g)	the Main SPV or any Greif Transaction Party: (a) takes corporate action for its dissolution, liquidation or legal demerger or a substantial part of its assets are placed under administration; or (b) is or
becomes Insolvent; 

  

	 	(h)	on a Reporting Date, the three-month rolling average Delinquency Ratio exceeds 0.020; 

  

	 	(i)	on a Reporting Date, the three-month rolling average Dilution Ratio exceeds 0.034; 

  

	 	(j)	on a Reporting Date, the three-month rolling average Days Sales Outstanding exceeds 85; 

  

	 	(k)	on any Investment Date, the Funding Base being less than the Aggregate Invested Amounts on such Investment Date and the Subordinated Lender has indicated that it will not provide a Subordinated Loan to cover the
difference; 

  

	 	(l)	the occurrence of a Cross Default Event; 

  

	 	(m)	the occurrence of a Change of Control Event; 

  

	 	(n)	the Main SPV or any Greif Transaction Party repudiates a Transaction Document to which it is a party or evidences an intention to repudiate such a Transaction Document; 


 

	 	(o)	the second occurrence of an Originator Termination Event in respect of two (or more) separate Originators; and 

  

	 	(p)	the occurrence of the Facility Maturity Date (the Expiration Termination Event); 


Tranche has the meaning specified in Section 11 of the Nieuw Amsterdam Receivables Purchase Agreement; 

Tranche Period means, with respect to any Tranche (a) initially the period commencing on (and including) the applicable Investment
Date and ending on (and excluding) the next Investment Date and (b) thereafter, each successive period commencing on (and including) the last day of the immediately preceding Tranche Period for such Tranche and ending on (and excluding) the
next succeeding Investment Date; provided that: 
  

	 	(a)	any Tranche Period which would otherwise end on a day which is not a Business Day shall be extended to the next succeeding Business Day (provided that if Yield in respect of such Tranche Period is computed by reference
to the Eurocurrency Rate, and such Tranche 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 Tranche Period shall end on the next preceding Business
Day); 

  

	 	(b)	in the case of any Tranche Period of one day (A) if such Tranche Period is the initial Tranche Period for a Tranche, such Tranche Period shall be the applicable Investment Date, (B) any subsequently occurring
Tranche Period which is one day shall, if the immediately preceding Tranche Period is more than one day, be the last day of such immediately preceding Tranche Period and, if the immediately preceding Tranche Period is one day, be the day next
following such immediately preceding Tranche Period and (C) if such Tranche Period occurs on a day immediately preceding a day which is not a Business Day, such Tranche Period shall be extended to the next succeeding Business Day;



  
 40 









	 	(c)	in the case of any Tranche Period for any Tranche which commences before the Termination Date and would otherwise end on a date occurring after the Termination Date, such Tranche Period shall end on the Termination Date
and the duration of each Tranche Period which commences on or after the Termination Date shall be as selected by the Funding Administrator on behalf of the relevant Funding Purchaser; and 


 

	 	(d)	any Tranche Period in respect of which Yield is computed by reference to the CP Rate may be terminated at the election of the Funding Administrator, at any time, in which case the Tranche allocated to such terminated
Tranche Period shall be allocated to a new Tranche Period commencing on (and including) the date of such termination and ending on (but excluding) the next Investment Date; 


Transaction Documents means: 
  

	 	(a)	this Master Definitions Agreement 

  

	 	(b)	the Receivables Purchase Agreements; 

  

	 	(c)	the Servicing Agreement; 

  

	 	(d)	the Management Agreements; 

  

	 	(e)	the Administration Agreement; 

  

	 	(f)	the Subordinated Loan Agreement; 

  

	 	(g)	the Liquidity Facility Agreement; 

  

	 	(h)	the Performance and Indemnity Agreement; 

  

	 	(i)	the Rights Pledge Agreement; 

  

	 	(j)	the Belgian Collection Account Pledge Agreement; 

  

	 	(k)	the Danish Collection Account Pledge Agreement; 

  

	 	(l)	the English Collection Account Pledge Agreement; and 

  

	 	(m)	the Funding Cost Fee Letter; 

  

	 	(n)	any other document deemed to be a Transaction Document for the purposes of this Agreement by the Facility Agent (acting on behalf of the Funding Purchasers), the Italian Intermediary and Greif CC in its capacity as the
Originators’ Agent, the Master Servicer and the Belgian Intermediary; 

 and Transaction Document means any of them
as the context may require; 
 Transaction Party Obligation means all present and future indebtedness and other liabilities and
obligations (howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, or due or become due) of any Transaction Party to the Secured Creditors arising under or in connection with the Nieuw Amsterdam Receivables
Purchase Agreement or any other Transaction Document or the transactions contemplated thereby, and shall include the Aggregate Invested Amount, Yield accrued and to accrue to maturity with respect to all Tranche Periods at such time, Fees, and all
other amounts owed and payable (whether or not due and payable) by any Transaction Party under or in connection with the Nieuw Amsterdam Receivables Purchase Agreement or any 

  
 41 








 
other Transaction Document (whether in respect of fees, expenses, indemnifications, breakage costs, increased costs or otherwise), including interest, fees and other obligations that accrue after
the commencement of any bankruptcy, insolvency or similar proceeding with respect to any Transaction Party (in each case whether or not allowed as a claim in such proceeding; 

Transaction Parties means: 
  

	 	(a)	the Originators; 

  

	 	(b)	the Originators’ Agent; 

  

	 	(c)	the Intermediaries; 

  

	 	(d)	the Main SPV; 

  

	 	(e)	the Main SPV Administrator; 

  

	 	(f)	the Main SPV Account Bank; 

  

	 	(g)	the Directors; 

  

	 	(h)	the Shareholder; 

  

	 	(i)	the Funding Purchasers; 

  

	 	(j)	the Funding Administrator; 

  

	 	(k)	the Facility Agent; 

  

	 	(l)	the Master Servicer; 

  

	 	(m)	the Performance Indemnity Provider; and 

  

	 	(n)	the Subordinated Lender; 

 and Transaction Party means any of them as the context may
require; 
 Transmission Date means, in respect of a Data Period, a day that is ten (10) Business Days prior to the relevant
Investment Date; 
 UK Originators means the Originators that are located in England and Wales; 

UK Receivables means the Receivables originated by a UK Originator and governed by English law; 

Unpaid Balance means, with respect to any Purchased Receivable at any time, the unpaid amount of such Purchased Receivable at such time,
excluding any finance, interest, late payment or similar charges owing by an Debtor in respect of such Purchased Receivable; 
 Usage
Fees has the meaning given to it in the Funding Costs Fee Letter; 
 Unused Facility Fees has the meaning given to it in the
Funding Costs Fee Letter; 
 VAT and Value Added Tax means value added tax as levied in accordance with Council Directive
2006/112/EC of 28 November 2006 on the common system of value added tax (repealing the Sixth 

  
 42 








 
Council Directive 77/388/EEC of 17 May 1977 on the harmonisation of the laws of Member States relating to turnover taxes) as implemented in the Member States of the European Union under
their respective value added tax legislation and legislation supplemental thereto; and (b) any other tax of a similar fiscal nature (including but not limited to goods and services tax), whether imposed in a Member State of the European Union
in substitution for, or levied in addition to, such tax, or in any other jurisdiction; 
 Voting Stock means means, with respect to
any Person as of any date, the shares of such Person that is at the time entitled to vote in the election of the board of directors of such Person; 

Written-off Receivable means a Receivable which has been written-off, or qualifies or would qualify for a write-off, as irrevocable in
accordance with the relevant Credit and Collection Policies; 
 Yield means, for any Tranche and any Tranche Period, the sum of
(without double-counting): 
  

	 	(a)	for each day during such Tranche Period on which any amount of such Tranche is outstanding, the result of the following: 



 

 plus 
  

	 	(b)	the Liquidation Fee, if any, in respect of such Tranche or part thereof for such Tranche Period, 


where: 
  

					
	YR		    =		the Yield Rate for such Tranche for such day;
			
	IA		    =		the aggregate Invested Amount of such Tranche on such day;
			
	Y		    =		360, 365 or 366, as provided in Section 6.4 of the Nieuw Amsterdam Receivables Purchase Agreement;


 Yield Rate means, with respect to any Tranche for any day, (a) if such Tranche is funded on
such day by the Conduit Purchaser through the issuance of Commercial Paper (including any Tranche funded by the Committed Purchaser which is refinanced, directly or indirectly, through the issuance of Commercial Paper), the CP Rate plus the
Applicable Margin and (b) otherwise, the Alternate Rate; provided that, and notwithstanding anything herein to the contrary, at all times that a Termination Event has occurred and is continuing, the Yield Rate for all Tranches shall be a
rate per annum equal to the Default Rate; and 
 Yield Reserve means an amount (expressed as a percentage) that is calculated as the
product of: 
  

	 	(a)	prevailing 1 month weighted average of EURIBOR, GBP Libor, STIBOR, CIBOR and NIBOR plus Applicable Margin per annum; 

  

	 	(b)	2.25; and 

  

	 	(c)	Days Sales Outstanding divided by 360. 

  

	1.2	Construction 

  

	 	(a)	Except to the extent the context otherwise requires, any reference in any of the Transaction Documents to: 

  

	 	(i)	encumbrance includes any mortgage, charge or pledge or other limited right securing any obligation of any person, or any other arrangement having a similar effect; 


  
 43 









	 	(ii)	indebtedness includes any obligation (whether incurred as principal debtor, co-debtor, surety or otherwise) for the payment or repayment of money, whether present or future, actual or contingent;


  

	 	(iii)	month means a period beginning in one calendar month and ending in the next calendar month on the day numerically corresponding to the day of the calendar month on which it commences or, where there is no date in
the next calendar month numerically corresponding as aforesaid, the last day of such calendar month, and months and monthly shall be construed accordingly; 

  

	 	(iv)	a reference in any agreement or document to a day shall be construed as a reference to a calendar day; 

  

	 	(v)	a reference in any agreement or document to be a party, Party, parties or Parties shall be construed as a reference to a party or the parties entering into such agreement or document, but
shall also be a reference to any successors or assignees of such party; 

  

	 	(vi)	person includes any individual, firm, company, institution, government, state or agency of a state or subdivision of a state or any association or partnership (whether or not having separate legal personality) or
two or more of the foregoing and its successors in title, permitted assigns and permitted transferees; 

  

	 	(vii)	principal shall be construed as the English translation of hoofdsom/montant principal; 

  

	 	(viii)	a reference to a law or a provision of law is a reference to that law or that provision as extended, applied, amended or re-enacted and includes any subordinate legislation; 


 

	 	(ix)	a reference to an agreement or another document is a reference to that agreement or other document as amended, supplemented, novated, re-enacted or restated; and 


 

	 	(x)	a time of day is a reference to Amsterdam time. 

  

	 	(b)	Headings in a Transaction Document does not affect its interpretation. 

  

	 	(c)	Use of the singular shall, where the context requires, include the plural (and vice versa). 

  

	 	(d)	If a party is obliged to make a payment or deliver a report, a notice or any other document on a certain day of the month under a Transaction Document and such day is not a Business Day, then that day shall be postponed
to the next day which is a Business Day unless it would thereby fall into the next calendar month, in which case such day or date shall be brought forward to the immediately preceding Business Day. 


  
 44 








 COMMON TERMS 
  

	2.	FURTHER ASSURANCE 

 Each Transaction Party designated as an Obligor in any Transaction
Document for the purposes of this Clause shall (at such Transaction Party’s cost) do and execute, or arrange for the doing and executing of, each necessary act, document and thing reasonably within its power and as may be reasonably requested
of it by the Transaction Party designated as an Obligee in such Transaction Document for the purposes of this Clause in order to implement and/or give effect to the Obligor’s obligations set out in such Transaction Document. 

 

	3.	NO RELIANCE 

 Each Transaction Party agrees that: 

 

	 	(a)	it has not entered into any of the Transaction Documents in reliance upon any representation, warranty or undertaking of any other Transaction Party which is not expressly set out or referred to in one of the
Transaction Documents; and 

  

	 	(b)	except in respect of an express representation or warranty under any of the Transaction Documents, it shall not have any claim or remedy in respect of any misrepresentation or breach of warranty by any other Transaction
Party or in respect of any untrue statement by any other Transaction Party, regardless of whether such misrepresentation, breach or untrue statement was made, occurred or was given prior to the execution of any of the Transaction Documents.


  

	4.	NO RESCISSION OR NULLIFICATION 

 To the extent permitted by applicable law, each
Transaction Party excludes and waives any right pursuant to Sections 6:265 et seq. of the Dutch Civil Code to rescind (ontbinden), in whole or in part, or nullify (vernietigen) or request the rescission (ontbinding), in whole or
in part, or nullification of, any Transaction Document to which it is a party. 
  

	5.	BREACH OF DUTY 

 Nothing in this Clause shall have the effect of limiting or restricting
any liability of a Transaction Party arising as a result of any gross negligence (grove schuld), fraud, wilful misconduct (opzet) or breach of any agreement by such person. 

 

	6.	FACILITY PARTY TO TRANSACTION DOCUMENTS 

  

	6.1	Better preservation and enforcement of rights 

 Except as otherwise specified in a
Transaction Document, the Facility Agent has agreed to become a party to the Transaction Documents to which it is expressed to be a party for the better preservation and enforcement of its rights under the Transaction Documents and shall not assume
any liabilities or obligations under any Transaction Document unless such obligation or liability is expressly assumed by the Facility Agent in such Transaction Document. 

  
 45 









	6.2	Facility Agent has no responsibility 

 The Facility Agent shall not have any
responsibility for any of the obligations of the other Transaction Parties and the other Transaction Parties acknowledge that the Facility Agent has no such responsibility. 
  

	6.3	Third party beneficiary stipulation 

 The Facility Agent shall be entitled to demand
performance by any of the Transaction Parties of their respective obligations owed to any of the other Transaction Parties under, pursuant to and/or in connection with any of the relevant Transaction Documents pertaining to the Main SPV, and to
otherwise invoke any such Transaction Document against any of them, whether or not the Facility Agent is itself a party to such Transaction Document. 
  

	7.	CHANGE OF TRANSACTION PARTY 

 Unless provided otherwise, if there is any change in the
identity of a Transaction Party, each of the Transaction Parties shall execute such documents and take such action as the Facility Agent, the new Transaction Party and the outgoing Transaction Party may reasonably require for the purposes of vesting
in the new Transaction Party the benefit of any relevant Transaction Documents and the rights, powers and obligations of the relevant Transaction Party under such Transaction Documents, and releasing the outgoing Transaction Party from its future
obligations under such Transaction Documents. 
  

	8.	RESTRICTION ON ENFORCEMENT OF SECURITY, NON-PETITION AND LIMITED RECOURSE 

  

	8.1	Enforcement 

 Each of the Transaction Parties agrees that until the date falling one year
and one day after the Final Discharge Date: 
  

	 	(a)	only the Facility Agent is entitled to enforce the Security or to take proceedings against Greif CC and the Main SPV, as applicable, to enforce the Security or any of the provisions of the Security Agreements, provided
that, at the instruction of the Facility Agent, Main SPV may enforce any security created pursuant to a Collection Account Pledge Agreement; 

  

	 	(b)	no Transaction Party (other than the Facility Agent) nor any person acting on behalf of such Transaction Party shall have any right to take any proceedings against the Main SPV to enforce the Security or, save in
accordance with the terms of the relevant Transaction Documents, to direct the Facility Agent to do so; 

  

	 	(c)	no Transaction Party (other than the Facility Agent) nor any person acting on behalf of such Transaction Party shall have the right to take or join any person in taking any steps against the Main SPV for the purpose of
obtaining payment of any amount due from the Main SPV to such party; and 

  

	 	(d)	it shall not be entitled to take any steps or proceedings which would result in the Post-termination Priority of Payments not being observed. 


  
 46 









	8.2	Limited Recourse 

 Notwithstanding any provision of any Transaction Document, all
obligations of the Main SPV and the Italian Intermediary to the other Transaction Parties are limited in recourse as set out below: 
  

	 	(a)	each Transaction Party agrees that it will have a right of recourse (whether directly or indirectly) only in respect of the Secured Property and will not have any claim, by operation of law or otherwise, against, or
recourse to any of the Main SPV’s other assets; 

  

	 	(b)	each Transaction Party agrees that it will have a right of recourse indirectly against the Italian Intermediary only in respect of the amounts received by the Italian Intermediary from the Main SPV under the Italian
Intermediary Receivables Purchase Agreement and will not have any claim, by operation of law or otherwise, against, or recourse to any of the Italian Intermediary’s other assets; 


 

	 	(c)	sums payable to each Transaction Party in respect of the Main SPV’s obligations to such Transaction Party and the obligations of the Italian Intermediary to the parties to the Italian Intermediary Receivables
Purchase Agreement shall be limited to the lesser of (a) the aggregate amount of all sums due and payable by the Main SPV (or the Italian Intermediary for any sums due under the Italian Intermediary Receivables Purchase Agreement) to such party
and (b) the aggregate amounts received, realised or otherwise recovered by or for the account of the Facility Agent (and in relation to the Italian Intermediary, received in accordance with the Italian Intermediary Receivables Purchase
Agreement) in respect of the Secured Property whether pursuant to enforcement of the Security or otherwise, net of any sums which are payable by the Main SPV in accordance with the applicable Priority of Payments in priority to or pari passu
with sums payable to such Transaction Party; and 

  

	 	(d)	if following final distribution of net proceeds of enforcement of the Security the Facility Agent certifies, in its sole discretion, that the Main SPV and/or the Italian Intermediary has insufficient funds to pay in
full all of the Main SPV’s obligations to such party, each Transaction Party shall have no further claim against the Main SPV and/or the Italian Intermediary (as the case may be) to the extent of such shortfall in respect of any unpaid amounts
and such unpaid amounts shall be deemed to be discharged in full. 

  

	8.3	Obligations of the Main SPV 

 The obligations of the Main SPV under the Transaction
Documents shall be payable solely to the extent of funds received from Collections and from any other party to the Transaction Documents. 
  

	8.4	Obligations of the Conduit Purchaser 

 The obligations of the Conduit Purchaser under the
Transaction Documents shall be payable solely to the extent of funds received from Collections, from any other party to the Transaction Documents, or Conduit Support Providers under the Conduit Support Agreements and the Conduit Funding Documents in
accordance with the terms thereof in excess of any funds required to pay matured and maturing Commercial Paper. 
  

	8.5	Non-petition 

 Each of the Transaction Parties hereby agrees that it shall not, until the
expiry of one (1) year and one (1) day after the later of (i) the Final Discharge Date and (ii) the payment in full of all outstanding Commercial Paper or other indebtedness of the Conduit Purchaser in connection with any of the
Conduit Support Agreements and the Conduit Funding Documents (in the case of the Conduit Purchaser and Conduit Support Providers) take any corporate action or other steps or legal 

  
 47 








 
proceedings (including Insolvency Proceedings) for the winding-up, dissolution or re-organisation or for the appointment of a receiver, administrator, administrative receiver, trustee,
liquidator, sequestrator or similar officer of any of the Main SPV or the Funding Purchasers or any Conduit Support Providers or of any or all of any revenues or assets of the Main SPV or the Funding Purchasers or any Conduit Support Providers. 

 

	8.6	Survival of termination 

 The obligations arising out of this Clause 8 are continuing
and, in particular, shall survive and remain binding on each Transaction Party for a period of the one (1) year and one (1) from the earlier of: 
  

	 	(i)	the date on which all amounts payable by any Greif Transaction Party under or in connection with this Agreement have been paid in full; and 


 

	 	(ii)	the date on which such Transaction Party otherwise ceases to be a Transaction Party. 

  

	9.	PROVISIONS RELATING TO THE SECURITY AGREEMENT 

  

	9.1	Secured Creditors and Transaction Documents 

 Each Secured Creditor shall be bound by,
and deemed to have notice of, all of the provisions of the Transaction Documents, which are relevant to such Secured Creditor as if it was a party to each such Transaction Document. 

 

	9.2	Notice of pledge under Rights Pledge Agreement 

 Each Transaction Party (other than Main
SPV and the Facility Agent) is hereby notified of the security interests created by the Main SPV pursuant to the Rights Pledge Agreement and confirms to have received notice of such security interests. 

 

	9.3	Recoveries after Enforcement 

 Except for monies paid out by the Facility Agent pursuant
to the Post-termination Priority of Payments and unless explicitly provided otherwise in any Transaction Document, all monies received or recovered by the Secured Creditors in respect of the Secured Property after delivery of an enforcement notice
(whether by way of set-off, retention, compensation, balancing of accounts or otherwise) shall forthwith be paid to (and pending such payment held as custodian (bewaarnemer) or on trust for the account of) the Facility Agent. 

 

	10.	NO OBLIGATIONS IN CERTAIN CIRCUMSTANCES 

  

	10.1	No recourse against shareholders and others 

 No recourse under any obligation, covenant
or agreement of the Main SPV, the Italian Intermediary, the Funding Purchasers or Conduit Support Providers contained in the Transaction Documents to which it is expressed to be a party shall be had against any shareholder, officer or director of
any of the Funding Purchasers, the Italian Intermediary, the Conduit Support Providers, or the Main SPV as such, by the enforcement of any assessment or by any proceeding, by virtue of any statute or otherwise; it being expressly agreed and
understood that the Transaction Documents to which it is expressed to be a party is a corporate obligation of the Main SPV, the Italian Intermediary, the Funding Purchasers or Conduit Support Provider and no liability shall attach to or be incurred
by the shareholders, officers, agents or directors of any of the Main SPV, the Italian Intermediary, the Funding Purchasers or the Conduit Support Provider as such, or any of them, under or by reason of


  
 48 








 
any of the obligations, covenants or agreements of the Main SPV, the Italian Intermediary, the Funding Purchasers or the Conduit Support Provider contained in the Transaction Documents to which
it is expressed to be a party, or implied therefrom. Any and all personal liability for breaches by the Main SPV, the Italian Intermediary, the Funding Purchasers or the Conduit Support Provider of any of such obligations, covenants or agreements,
either at law or by statute or constitution, of every such shareholder, officer, agent or director is hereby expressly waived by the Transaction Parties. 
  

	10.2	No liability for obligations of the Main SPV 

 The Transaction Parties, other than the
Main SPV, shall not have any liability for the obligations of the Main SPV under the Transaction Documents to which it is expressed to be a party and nothing in the Transaction Documents shall constitute the giving of a guarantee, an indemnity or
the assumption of a similar obligation by any of such other Transaction Parties in respect of the performance by the Main SPV of the Principal Obligations. 
  

	11.	CONFIDENTIALITY 

  

	11.1	Confidentiality of Information 

 Each Transaction Party agrees that it shall keep
confidential and it will not disclose to any person, firm or company whatsoever any information relating to the business, finances or other matters of a confidential nature of any of the Transaction Parties which it may have obtained as a result of
the execution of any Transaction Document and the transactions contemplated by the Transaction Documents or of which it may otherwise have become possessed. Information in respect of Receivables is excluded from this Clause 11. 

 

	11.2	Non-Application of Confidentiality Provisions 

 The Transaction Parties shall use all
reasonable endeavours to prevent any disclosure referred to in Clause 11.1, provided however that the provisions of Clause 11.1 hereof shall not apply: 
  

	 	(a)	to the disclosure of any information to any person who is a Transaction Party to any of the Transaction Documents insofar as such disclosure is expressly permitted by such Transaction Documents; 


 

	 	(b)	to the disclosure of any information already known to the Transaction Party that is the addressee of the information otherwise than as a result of entering into any of the Transaction Documents; 


 

	 	(c)	to the disclosure of any information of or relating to any Transaction Party with the consent of such Transaction Party; 

  

	 	(d)	to the disclosure of any information which is or becomes public knowledge otherwise than as a result of the breach of any confidentiality obligation of the disclosing Transaction Party; 


 

	 	(e)	to the disclosure by the Funding Administrator or Facility Agent (acting on its own behalf and, where relevant, acting on behalf of the Funding Purchasers) of any information to any prospective Funding Purchaser or
Funding Administrator that has agreed to keep such information confidential in accordance with this Clause 11 or in accordance with a standard loan market confidentiality undertaking; 


  
 49 









	 	(f)	to the extent that the disclosing Transaction Party is required to disclose the same pursuant to any Requirement of Law, or a direction or requirement of any entity exercising executive, legislative, judicial,
regulatory, or administrative functions of, or pertaining to, government, with whose directions or requirements a disclosing Transaction Party is accustomed to comply; 


 

	 	(g)	to the extent that the disclosing Transaction Party needs to disclose the same for the exercise, protection or enforcement of any of its rights under or in relation to the Transaction Documents or, in the case of the
Facility Agent or the Funding Administrator or Main SPV Administrator, for the purpose of discharging, in such manner as it thinks fit, its duties or obligations under or in connection with the Transaction Documents in each case to such persons as
require to be informed of such information for such purposes; 

  

	 	(h)	to the extent that the disclosing Transaction Party needs to disclose the same to any of its employees provided that before any such disclosure each Transaction Party shall make the relevant employees aware of its
obligations of confidentiality under the relevant Transaction Document and shall at all times procure compliance with such obligations by such employees; 

  

	 	(i)	to the disclosure of any information to professional advisers who receive the same under a duty of confidentiality; or 

  

	 	(j)	to the disclosure of any information which any Rating Agency may require to be disclosed to it or its professional advisers. 

  

	12.	CALCULATIONS AND PAYMENTS 

  

	12.1	Basis of accrual 

 Unless otherwise provided in the Transaction Documents any interest,
commitments, commission or fees due from one Transaction Party to another under any Transaction Document shall accrue from day to day and shall be calculated on the basis of a year of 360 days. 

 

	12.2	FX calculations 

 Unless otherwise provided in the Transaction Documents, if on any day,
a party is required to make any calculations under or in connection with a Transaction Document involving amounts denominated in an Approved Currency other than in Base Currency, such party shall convert such amounts from such Approved Currency into
Base Currency at the Applicable Conversion Rate on such day. 
  

	12.3	Currency indemnity 

 If any sum (a Sum) due from a paying Transaction Party to a
receiving Transaction Party under any Transaction Document or any order, judgment, award or decision given or made in relation thereto has to be converted from the currency (the First Currency) in which such Sum is payable into another
currency (the Second Currency) for the purpose of: 
  

	 	(a)	making or filing a claim or proof against the paying Transaction Party; or 

  

	 	(b)	obtaining or enforcing an order, judgment, award or decision in any court or other tribunal, 


the paying Transaction Party shall indemnify the receiving Transaction Party from and against any loss suffered or incurred as a result of any
discrepancy between (a) the rate of exchange used for 

  
 50 








 
such purpose to convert such Sum from the First Currency into the Second Currency and (b) the rate or rates of exchange available to such person at the time of receipt in the international
currency markets. The paying Transaction Party shall pay such indemnity to the receiving Transaction Party as soon as reasonably possible. 
  

	12.4	Payments to other Transaction Parties 

 On each date on which any Transaction Document
requires an amount to be paid by one Transaction Party to another Transaction Party (other than the Main SPV), the paying Transaction Party shall make the relevant amount available to the receiving Transaction Party by payment to the account
specified in the relevant Transaction Document for value on the due date no later than the time specified in the relevant Transaction Document or, if no time is specified in the relevant Transaction Document, by close of banking hours in the place
of payment on the due date. 
  

	12.5	No set-off 

 Except as expressly permitted under any Transaction Document, all payments
required to be made by any Transaction Party under the Transaction Documents shall be calculated without reference to any set-off or counterclaim and shall be made free and clear of and without any deduction for or on account of any set-off or
counterclaim, unless the party to which such Transaction Party is required to pay, has become Insolvent, in which case set-off and counterclaim by such Transaction Party shall be permitted to the fullest extent possible under applicable law. 

 

	12.6	Rectification 

 If any amount paid pursuant to a Transaction Document (other than by or
to the Facility Agent) shall be determined (after consultation in good faith between the Transaction Parties which are parties to the relevant Transaction Document) to have been incorrect, the Transaction Parties shall consult in good faith in order
to agree upon an appropriate method for rectifying such error so that the amounts subsequently received and retained by all relevant Transaction Parties are those which they would have received and retained if no such error had been made. 

 

	13.	VALUE ADDED TAX 

  

	13.1	Exclusive of VAT 

 Unless otherwise provided, any sum stated to be payable under a
Transaction Document by one Transaction Party to another is exclusive of any VAT chargeable on the supply for which that sum is the consideration (in whole or in part) for VAT purposes. 

 

	13.2	Input supply 

 If any Transaction Document requires a Transaction Party (the
Payer) to reimburse another Transaction Party (the Payee) for costs related to a supply made to the Payee, the Payer shall also indemnify the Payee for any VAT burden with respect to this supply, as far as the Payee is not entitled to
recover this VAT burden through deduction in its own VAT return or through a request for refund of VAT filed with the VAT authorities of the competent jurisdiction. For the purposes of this Clause 13.2 the wording VAT burden shall mean the
VAT (with respect to the aforementioned supply) that has been charged to the Payee by its supplier or the VAT that has become due by the Payee on the basis of reverse charge rules (i.e. when VAT has to be paid through self-assessment by the
recipient of the supply). 

  
 51 









	14.	WITHHOLDING TAXES 

  

	14.1	Tax deduction 

 Each payment made by a paying Transaction Party to a receiving
Transaction Party under any Transaction Document shall be made without any Tax deduction, unless a Tax deduction is required by any law. 
  

	14.2	Notification 

 If a paying Transaction Party becomes aware that it must make a Tax
deduction in respect of any payment under any Transaction Document (or that there is any change in the rate or the basis of a Tax deduction) it shall notify the receiving Transaction Party accordingly. 

 

	14.3	Tax gross-up 

 Except as otherwise provided in any Transaction Document, if a Tax
deduction is required by law to be made by a paying Transaction Party (other than the Main SPV, the Main SPV Administrator, the Main SPV Account Bank, the Funding Purchasers, the Funding Administrator, the Italian Intermediary and the Facility
Agent) the amount of the payment due from such paying Transaction Party shall be increased to an amount which (after making any Tax deduction) leaves an amount equal to the payment which would have been due if no Tax deduction had been required.

  

	14.4	Tax Credits 

 If a paying Transaction Party makes a Tax payment and a receiving
Transaction Party determines that a Tax credit is attributable to that Tax payment and the receiving Transaction Party has obtained, utilised and retained that Tax credit then the receiving Transaction Party shall pay an amount to the paying
Transaction Party which the receiving Transaction Party determines will leave it (after that payment) in the same after-tax position as it would have been in had the Tax payment not been required to be made by the paying Transaction Party. 

 

	15.	STAMP DUTY 

  

	15.1	Stamping 

 If any stamp duty, registration taxes, or any other similar duties or taxes
are required to be paid with respect to any Transaction Documents or any document referred to in it, the Main SPV Administrator shall promptly arrange for the document to be stamped and the duties or taxes paid for by the Main SPV. 

 

	15.2	Delivery of stamped Transaction Documents 

 If any Transaction Document is subject to
stamp duty and counterparts or duplicates of any Transaction Document are executed, the Main SPV Administrator shall ensure that all the counterparts or duplicates are duly stamped and shall then deliver a stamped counterpart or duplicate to each
other Transaction Party to such Transaction Document as soon as practicable. 
  

	16.	NOTICES 

  

	16.1	Communications in writing 

 Except as otherwise specified in a Transaction Document, any
notice: 
  

	 	(a)	shall be in writing; 


  
 52 









	 	(b)	shall be in the English language or accompanied by a translation thereof into English certified (by an officer of the person making or delivering the same) as being a true and accurate translation thereof; and


  

	 	(c)	shall be delivered personally or sent by post (and air mail if overseas) or by fax to the party due to receive the notice at its address as specified in Schedule 2 hereto or to another address specified by that party by
not less than 7 days’ written notice to the other Transaction Parties received before the notice was despatched. 

  

	16.2	Time of receipt 

 Unless there is evidence that it was received earlier, a notice marked
for the attention of the person specified in accordance with Clause 16.1 is deemed given: 
  

	 	(a)	if delivered personally, when left at the relevant address referred to in the Notices Details; 

  

	 	(b)	if sent by post, except air mail, two (2) Business Days after posting it; 

  

	 	(c)	if sent by air mail, six (6) Business Days after posting it; and 

  

	 	(d)	if sent by fax, when confirmation of its transmission has been recorded by the sender’s fax machine. 

  

	16.3	Notice to Debtors 

 All notices made under or pursuant to the Transaction Documents to
Debtors located in the jurisdictions described in Schedule 2 will be made in compliance with the requirements set out therein. 
  

	17.	VARIATION OF TRANSACTION DOCUMENTS 

  

	17.1	Transaction Documents; Facility Agent’s consent 

 A variation of any Transaction
Document is valid only if it is in writing and signed by or on behalf of the Facility Agent, the Main SPV (or, in relation to the Italian Intermediary Receivables Purchase Agreement, the Italian Intermediary (acting upon the instructions of the
Facility Agent)) and each other Transaction Party which is a party to such Transaction Document and notification is made to the Rating Agencies of such variation. 
  

	17.2	Master Definitions Agreement 

 A variation of this Agreement is valid in respect of
(i) a Transaction Party or (ii) a Transaction Document which incorporates the definitions and/or Common Terms contained in this Agreement (or if the definitions and/or the Common Terms contained in this Agreement otherwise apply to that
Transaction Document), only if (a) it is signed by each of the Transaction Parties which is a party to such Transaction Document and (b) it is signed by the Main SPV and the Facility Agent pursuant to Clause 17.1. 

 

	18.	PARTIAL INVALIDITY 

 The illegality, invalidity or unenforceability of any provision of
the Transaction Documents or any part thereof under the law of any jurisdiction shall not affect its legality, validity or enforceability under the law of any other jurisdiction nor the legality, validity or enforceability of any other provision. In
the event that a provision of a Transaction Document is invalid, illegal, not binding, or 

  
 53 








 
unenforceable (either in whole or in part), the remainder of such Transaction Document shall continue to be effective to the extent that, in view of such Transaction Document’s substance and
purpose, such remainder is not inextricably related to and therefore inseverable from the invalid, illegal, not binding or unenforceable provision. The parties shall make every effort to reach agreement on a new clause which differs as little as
possible from the invalid, illegal, not binding or unenforceable provision, taking into account the substance and purpose of such Transaction Document. 
  

	19.	ENTIRE AGREEMENT 

 The Transaction Documents and any documents referred to in the
Transaction Documents constitute the entire agreement and understanding between the Transaction Parties relating to the transactions contemplated by such Transaction Documents. 

 

	20.	MULTIPLE CAPACITIES 

 Where any Transaction Party acts in more than one capacity under a
Transaction Document, the provisions of that Transaction Document shall apply to such person as though it were a separate party in each such capacity. 
  

	21.	INCONSISTENCY 

 If a provision of any Transaction Document is inconsistent with any
provision of this Agreement, the provision of such Transaction Document shall prevail. 
  

	22.	SERVICES NON-EXCLUSIVE 

  

	22.1	Non-Exclusivity 

 Except as otherwise provided in a Transaction Document, nothing in the
Transaction Documents shall prevent any Transaction Party from rendering services similar to those provided for in the Transaction Documents to other persons, firms or companies or from carrying on any business similar to or in competition with the
business of any of the Transaction Parties. 
  

	22.2	Existing Businesses 

 Nothing in the Transaction Documents shall prevent any Transaction
Party from carrying on its own business in the manner which it thinks fit, unless, by so doing, it would render itself unable to perform its obligations under the Transaction Documents in the manner contemplated in the Transaction Documents. 

 

	23.	EXERCISE OF RIGHTS AND REMEDIES 

  

	23.1	No waiver 

 A failure to exercise or delay in exercising a right or remedy provided by
any Transaction Document or by law does not constitute a waiver of the right or remedy or a waiver of other rights or remedies. No single or partial exercise of a right or remedy provided by any Transaction Document or by law prevents further
exercise of the right or remedy or the exercise of another right or remedy. 

  
 54 









	23.2	Rights and remedies cumulative 

 The rights and remedies contained in a Transaction
Document are cumulative and not exclusive of rights or remedies provided by law. 
  

	23.3	Facility Agent’s consent 

 No right or remedy provided by any Transaction Document
is capable of being waived other than with the prior written consent of the Facility Agent (and in relation to the Italian Intermediary Receivables Purchase Agreement, the Italian Intermediary acting upon the instructions of the Facility Agent).

  

	24.	ASSIGNMENT AND SUBCONTRACTING 

  

	24.1	Successors 

 Unless otherwise provided for in such Transaction Document, each Transaction
Document shall be binding upon and enure to the benefit of each Transaction Party which is a party to such Transaction Document or is otherwise bound by its terms and its or any subsequent successors and assigns. 

 

	24.2	Assignment 

 Save as contemplated by the Transaction Documents, a Transaction Party
(other than the Facility Agent) may not assign, transfer, pledge or otherwise encumber, or purport to assign, transfer, pledge or otherwise encumber a right or obligation under any Transaction Document to which it is a party without the prior
written consent of the Facility Agent. 
  

	24.3	Benefit 

 Each Transaction Party (other than the Facility Agent) is entering into each
Transaction Document to which it is a party for its benefit and not for the benefit of another person. 
  

	24.4	Subcontract 

 A Transaction Party may not subcontract the performance of any of its
obligations under a Transaction Document, unless specifically permitted under the terms of the Transaction Documents. 
  

	24.5	Counterpart 

 Each Transaction Document may be executed in any number of counterparts,
all of which taken together shall constitute one and the same instrument. 
  

	25.	GOVERNING LAW AND JURISDICTION 

  

	25.1	Governing law of the Common Terms 

 If, and to the extent that, the Common Terms apply or
otherwise are incorporated by reference into any Transaction Document, such Common Terms and all non-contractual obligations arising out of or pursuant to them shall be governed by, and construed in accordance with, the laws governing that
Transaction Document and the provision of that Transaction Document setting out the relevant jurisdiction shall apply mutatis mutandis to such Common Terms. 
  

	25.2	Attorney 

 If a party to a Transaction Document is represented by (an) attorney(s) in
connection with the execution of such Transaction Document or any agreement or document pursuant hereto, and the 

  
 55 








 
relevant power of attorney is expressed to be governed by Netherlands law, such choice of law is hereby accepted by the other parties, in accordance with Article 14 of the Hague Convention on the
Law Applicable to Agency of 14 March 1978. 
 IN WITNESS WHEREOF the parties hereto have executed and delivered this Agreement the day and the
year first above written. 

  
 56 








 SIGNATORIES 
  

									
	COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. TRADING AS RABOBANK LONDON
	As Funding Administrator, Committed Purchaser, Main SPV Account Bank and Main SPV Administrator
			
	 /s/ Bart de Boo
				 /s/ Jennifer Vervoorn

	By:		Bart de Boo				By:		Jennifer Vervoorn
	Title:		Director				Title:		Proxy Holder
	
	COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.
	As Italian Intermediary and Facility Agent
			
	 /s/ Bart de Boo
				 /s/ Jennifer Vervoorn

	By:		Bart de Boo				By:		Jennifer Vervoorn
	Title:		Director				Title:		Proxy Holder
	
	NIEUW AMSTERDAM RECEIVABLES CORPORATION S.À.R.L.
	As Conduit Purchaser				
				
	 /s/ Harald Thul
						
	By:		Harald Thul
	Title:		Manager
	
	COOPERAGE RECEIVABLES FINANCE B.V.
	As Main SPV						
				
	 /s/
						
	By:		
	Title:		


  
 57 









									
	STICHTING COOPERAGE RECEIVABLES FINANCE						
	As Shareholder						
				
	 /s/
						
	By:								
	Title:								
				
	 GREIF SERVICES BELGIUM BVBA

for itself as Servicer, Subordinated Lender, Belgian Intermediary, Originators’ Agent and on behalf of each
originator
						
				
	 /s/ Frank Maes
						
	By:		Frank Maes						
	Title:		Director						
				
	GREIF, INC.						
	As Performance Indemnity Provider						
				
	 /s/ Gary R Martz
						
	By:		Gary R Martz						
	Title:		Executive Vice President						
				
	 TRUST INTERNATIONAL MANAGEMENT (T.I.M.) B.V.

as Director
						
				
	 /s/
						
	By:								
	Title:								


  
 58 








 SCHEDULE 1 

ORIGINATORS 
  

					
	 No.
	  	 Originator name
	  	 Location

			
	1	  	Greif Belgium BVBA	  	Belgium
			
	2	  	EarthMinded Benelux NV (formerly named Pack2pack Rumbeke NV)	  	Belgium
			
	3	  	EarthMinded Netherlands B.V. (formerly named Pack2pack Zwolle B.V.)	  	The Netherlands
			
	4	  	Greif Nederland B.V.	  	The Netherlands
			
	5	  	Greif Italia S.p.A.	  	Italy
			
	6	  	Greif Plastics Italy Srl (formerly named Fustiplast S.p.A.)	  	Italy
			
	7	  	Greif France S.A.S.	  	France
			
	8	  	EarthMinded France SAS (formerly named Pack2pack Lille SAS)	  	France
			
	9	  	Greif Packaging Spain S.A.	  	Spain
			
	10	  	Greif UK Ltd.	  	England
			
	11	  	Greif Germany GMBH	  	Germany
			
	12	  	Greif Plastics Germany GmbH (formerly named Fustiplast GmbH)	  	Germany
			
	13	  	EarthMinded Germany GmbH (formerly Pack2pack Mendig GmbH)	  	Germany
			
	14	  	Greif Portugal S.A.	  	Portugal
			
	15	  	Greif Sweden Aktiebolag	  	Sweden
			
	16	  	Greif Packaging Sweden Aktiebolag	  	Sweden
			
	17	  	Greif Norway AS	  	Norway


  
 59 








 SCHEDULE 2 

NOTICE DETAILS 
  

			
	 Party
	  	 Notice Details

		
	An Originator or the Originator’s Agent	  	 Greif Services Belgium BVBA
 Beukenlei
24, 2960 Brecht, Belgium
 Attn.: Mr. Frank Maes
 Facsimile: +32
3 6700246
 Telephone: +32 3 6700204
  

CC
 Greif International Holding BV

Bergseweg 6, 3633 AK Vreeland The Netherlands
 Attn. Wanda H. van
Engelen
 Facsimile: +31 (0)294 238 227
 Telephone: +31 (0)294
238 382
  
 CC

Greif, Inc.
 425 Winter Road

Delaware, Ohio 43015
 United States of America

Attn: Gary R. Martz
 Facsimile: +1 740 549 6101

Telephone: +1 740 549 6188

		
	Master Servicer, Belgian Intermediary or Subordinated Lender	  	 Greif Services Belgium BVBA
 Beukenlei
24, 2960 Brecht, Belgium
 Attn.: Mr. Frank Maes
 Facsimile: +32
3 6700246
 Telephone: +32 3 6700204
  

CC
 Greif International Holding BV

Bergseweg 6, 3633 AK Vreeland The Netherlands
 Attn. Wanda H. van
Engelen
 Facsimile: +31 (0)294 238 227
 Telephone: +31 (0)294
238 382
  
 CC

Greif, Inc.
 425 Winter Road

Delaware, Ohio 43015
 United States of America

Attn: Gary R. Martz
 Facsimile: +1 740 549 6101

Telephone: +1 740 549 6188

		
	Performance Indemnity Provider	  	 Greif, Inc.
 425 Winter Road

Delaware, Ohio 43015



  
 60 









			
			 United States of America
 Attn: Mr Gary R.
Martz
 Facsimile: +1 740 549 6101
 Telephone: +1 740 549
6188]
  
 CC

Greif International Holding BV
 Bergseweg 6, 3633 AK
Vreeland, The Netherlands
 Attn. Wanda H. van Engelen

Facsimile: +31 (0)294 238 227
 Telephone: +31 (0)294 238 382

 
 CC

Greif Services Belgium BVBA
 Beukenlei 24, 2960 Brecht,
Belgium
 Attn.: Frank Maes
 Facsimile: +32 3 6700246

Telephone: +32 3 6700204

		
	Main SPV		 Naritaweg 165 Telestone 8
 1043 BW Amsterdam,
The Netherlands
 Attn: Managing Directors
 Facsimile: +31 (0)20
5722 650
 Telephone: +31 (0)20 5722 300
 Email:
AmsStructuredFinance@citco.com

		
	Main SPV’s Director		 Trust International Management (T.I.M.) B.V.

Naritaweg 165 Telestone 8
 1043 BW Amsterdam, The Netherlands

Attn: Managing Directors
 Facsimile: +31 (0)20 5722 650

Telephone: +31 (0)20 5722 300
 Email:
AmsStructuredFinance@citco.com

		
	Director		 Trust International Management (T.I.M.) B.V.

Naritaweg 165 Telestone 8
 1043 BW Amsterdam, The Netherlands

Attn: Managing Directors
 Facsimile:+31 (0)20 5722 650

Telephone: +31 (0)20 5722 300
 Email:
AmsStructuredFinance@citco.com

		
	Shareholder		 Naritaweg 165 Telestone 8
 1043 BW Amsterdam,
The Netherlands
 Attn: Managing Directors
 Facsimile:+31 (0)20
5722 650
 Telephone: +31 (0)20 5722 300
 Email:
AmsStructuredFinance@citco.com

		
	The Facility Agent and Italian Intermediary		 Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A.

Attn: Eugene van Esveld
 P.O. Box 17100, 3500 HG Utrecht, The
Netherlands
 Facsimile: +31 (0)30 2161 863
 Telephone: +31
(0)30 2169 398



  
 61 









			
	The Funding Purchaser(s)		 (1)
 Nieuw Amsterdam Receivables Corporation
S.à.r.l.
 c/o Intertrust (Luxembourg) S.à.r.l.

6, Rue Eugène Ruppert
 L-2453 Luxembourg

Grand Duchy of Luxembourg
  

Attn: Harald Thul and the Directors
 Telephone: +352 26449 369 /
+352 26449
 Facsimile: +352 26449 167
  

With a copy to the following:
  

Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. trading as Rabobank London

Thames Court
 One Queenhithe

London
 EC4V 3RL

England
 Attn: Asset Based Finance, James Han

Telephone: +44(0)20 7809 3072
 Facsimile: +44 (0)20 7809 3523

 
 (2)

Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A.
 P.O.
Box 17100
 3500 HG Utrecht
 The Netherlands

Attn: Eugene van Esveld
 Facsimile: +31 (0)30 2161 863

Telephone: +31 (0)30 2169 398

		
	The Funding Administrator, Main SPV Administrator or Facility Agent and Main SPV Account Bank		 Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (trading as Rabobank International), London Branch

Thames Court
 One Queenhithe

London
 EC4V 3RL

England
 Attn: Asset Based Finance, James Han

Telephone: +44 (0)20 7809 3072
 Facsimile: +44 (0)20 7809
3523



  
 62 








 SCHEDULE 3 

ELIGIBILITY CRITERIA 
 The Receivables
that satisfy each of the following criteria are Eligible Receivables: 
  

	(a)	A Receivable that has been originated by the Seller in the ordinary course of its business. 

  

	(b)	In the case of a Receivable which does not arise from a Key Account Contract, a Receivable which is governed by the laws of the jurisdiction of the Seller. 


 

	(c)	In the case of a Receivable arising from a Key Account Contract, a Receivable that is governed by the laws of either Belgium, England, France, Italy, Portugal, Spain, Germany, Sweden, the Netherlands, Denmark, Norway,
the State of California and the State of Michigan. 

  

	(d)	A Receivable with respect to which the applicable Originator has performed all obligations required to be performed by it thereunder or under any related Contract, including shipment of the merchandise and/or the
performance of the services purchased thereunder. 

  

	(e)	A Receivable that is denominated in EUR, NOK, SEK, DKK or GBP. 

  

	(f)	A Receivable where payment is due no later than 365 days after the relevant invoice date. 

  

	(g)	A Receivable that is not a Delinquent Receivable or a Defaulted Receivable. 

  

	(h)	A Receivable where the terms thereof (including payment terms) has not been altered, adjusted or extended in a manner that would materially adversely affect the transferability or collectability of such Receivable or
the ability of a Transaction Party to comply with the terms of the Transaction Documents. 

  

	(i)	A Receivable which has been underwritten in all material respects accordance with the relevant Originator’s Credit and Collection Policy and complies in all material respects with applicable laws.


  

	(j)	A Receivable which is freely assignable by the relevant Originator without the need to give notice to, or obtain the consent of, the Debtor or any third party (or if such notice or consent is required, it has been
obtained or given). 

  

	(k)	The relevant Originator is the legal and beneficial owner of the Receivable, has good and marketable title to it, and is entitled and empowered to sell the Receivable to the Buyer. 


 

	(l)	A Receivable which together with its related Contract constitutes the legal, valid, binding and enforceable obligation of the Debtor and is at the time of sale not subject to any litigation, dispute, counterclaim or
other defence. 

  

	(m)	A Receivable which together with its related Contract does not contravene any applicable law which would render such Receivable unenforceable or which would otherwise impair in any material respect the collectability of
such Receivable. 

  

	(n)	The Debtor of the Receivable is not a Delinquent Debtor. 

  

	(o)	A Receivable which is free and clear of any charge, encumbrance or Adverse Claim, and has not (save in respect of ING Receivables) been previously sold or pledged to any other party. 


  
 63 









	(p)	Where a Receivable as well as the Collections relating thereto and any Related Rights can be easily segregated and identified for ownership purposes on any given day. 


 

	(q)	A Receivable that is identifiable by its Nominal Amount, Debtor name and address, and its term, the details of which are electronically stored in the computer systems of the relevant Originator and/or the Master
Servicer at any given time. 

  

	(r)	Where a Receivable and its Related Rights and Contracts are not subject to any current account arrangements. 

  

	(s)	A Receivable that does not originate from the resale of products which were subject to an Adverse Claim or for which the original acquisition price has not been paid by the relevant Originator. 


 

	(t)	A Receivable that does not originate from the resale of products which had been acquired by the relevant Originator subject to a reservation of title, unless the reservation of title has lapsed due to the payment of the
original acquisition price or has otherwise lapsed. 

  

	(u)	A Receivable evidenced by an invoice issued to the relevant Debtor which complies with the applicable VAT requirements, and which shows the amount and percentage of VAT applied, if any. 


 

	(v)	A Receivable that does not carry any contractually agreed interest (other than late payment interest) and which is not subject to any withholding tax and in respect of which no stamp, registration or similar tax is
required to be paid. 

  

	(w)	A Receivable that does not arise under a contract which by its terms restricts or prevents the receipt and/or disclosure of the Receivable and any other Debtor related information as may be required in connection with
the sale of such Receivable under the terms of any of the Transaction Documents or for the purposes of enforcement. 

  

	(x)	A Receivable that does not arise under a contract which is subject to consumer protection or public procurement laws and regulations. 


 

	(y)	A Receivable that is not subject to any currency convertibility or currency transfer limitation. 

  

	(z)	A Receivable that does not arise under a contract that constitutes a hire, leasing, hire purchase or contract hire transaction. 

  

	(aa)	In respect of French Receivables, that it does not arise from a sub-contract (contrat de sous-traitance) under which the relevant debtor may prevail itself of a direct claim right (action directe) provided
for under French law no. 75-1334 dated 31 December 1975 (as amended by laws no. 81-1 dated 2 January 1981 and no. 84.46 dated 24 January 1984). 

  

	(bb)	In respect of the Receivable, the location of the Debtor and its address for invoicing purposes (if different) are clearly identified in the books and records of the relevant Originator. 


 

	(cc)	A Receivable that is not an Excluded Receivable. 

  

	(dd)	An Italian Receivable is an Italian law governed monetary claims owned by the relevant Italian Originator originated by it in the course of its business activity and assignable to the Italian Intermediary pursuant to
the law with Debtors made pursuant to the relevant Receivables Offers and the Receivables Acceptances under law No. 52 of 21st February 1991. 

  

	(ee)	A Receivable that is not affected by (i) the rights of the holder of billets à ordre, lettres de change or similar types of negotiable instruments issued in relation to such receivable or
(ii) any retention of title (réserve de propriété) or retention right (droit de retention) for the benefit of a third party. 


  
 64 








 SCHEDULE 4 

CONDITIONS PRECEDENT 

PART 1 
 INITIAL
CONDITION PRECEDENT 
 The following are the initial conditions precedent: 
  

	(a)	copies of a resolution of the Main SPV’s, the Shareholder’s and each Greif Transaction Party’s board of directors (except for the German Originators), and any other necessary corporate documents,
approving the Transaction Documents to which it will become a party and the other documents to be delivered by it and the transactions contemplated hereunder; 

  

	(b)	a director’s certificate of each Originator certifying as to such Originator’s solvency; 

  

	(c)	copies of the constitutive documents of the Main SPV, the Shareholder and each Greif Transaction Party; 

  

	(d)	a certificate of the Main SPV, the Shareholder and each Greif Transaction Party certifying: 

  

	 	(i)	the names and signatures of the officers authorised on behalf of such party to execute the Transaction Documents to which it will become a party and any other documents to be delivered by it hereunder, on which
certificate the Main SPV and the Funding Administrator may conclusively rely until such time as the Main SPV and the Funding Administrator shall receive from such party a revised certificate meeting the requirements of this paragraph; and


  

	 	(ii)	the authenticity of the constitutive documents of such party. 

  

	(e)	legal opinions from: 

  

	 	(i)	legal counsel in the relevant jurisdictions to the Greif Transaction Parties in form and substance satisfactory to the Main SPV and the Funding Administrator regarding (i) due execution by, and corporate authority
of each Greif Transaction Party, (ii) the validity and enforceability of the obligations of the Greif Transactions Parties under and in connection with the Transaction Documents to which they are expressed to be a party and (iii) the
perfection of the sale and transfer of the Receivables Purchase Agreements (other than the Nieuw Amsterdam Receivables Purchase Agreement) and such other matters concerning such Greif Transaction Party as the Main SPV and/or the Funding
Administrator may require; and 

  

	 	(ii)	legal counsel in the relevant jurisdictions to the Funding Administrator regarding (i) the due execution and corporate authority of Main SPV, (ii) the validity and enforceability of the obligations of Main SPV
under and in connection with the relevant Transaction Documents to which Main SPV is expressed to be a party, (iii) the enforceability of the Main SPV Security Documents, and (iv) the sale of the Receivables; 


 

	(f)	a copy of the Servicing Agreement as executed; 

  

	(g)	a copy of the Nieuw Amsterdam Receivables Purchase Agreement, as executed; 

  

	(h)	a copy of the Receivables Purchase Agreements as executed; 


  
 65 









	(i)	a copy of the Subordinated Loan Agreement as executed; 

  

	(j)	a copy of the Administration Agreement as executed; 

  

	(k)	a copy of each Management Agreement as executed; 

  

	(l)	a copy of each Security Agreement as executed; 

  

	(m)	a copy of the Master Definitions Agreement as executed; 

  

	(n)	a copy of the Performance and Indemnity Agreement as executed; 

  

	(o)	a copy of the Liquidity Facility Agreement as executed; 

  

	(p)	evidence satisfactory to the Facility Agent that the Transaction Security has been or will be perfected in accordance with all applicable laws, including but not limited to any notice required to be provided under any
Collection Account Pledge Agreement; 

  

	(q)	evidence satisfactory to the Facility Agent that any required UCC filing has been completed; 

  

	(r)	confirmation from each of the Rating Agencies that upon execution of the Nieuw Amsterdam Receivables Purchase Agreement, the Commercial Paper will maintain their then current rating; and 


 

	(s)	a copy of the Funding Cost Fee Letter as executed and evidence that the fees, costs and expenses then due from the Greif Transaction Parties pursuant thereto have been paid. 


PART 2 
 CONTINUING
CONDITIONS PRECEDENT 
 The Ongoing Conditions Precedent are: 
  

	(1)	no Termination Event has occurred; 

  

	(2)	all representations and warranties referred to in Article 20 of the Nieuw Amsterdam Receivables Purchase Agreement are true and correct; 


 

	(3)	no applicable law, order, judgement or decree or other Requirement of Law shall prohibit the purchase of the Purchased Receivables by the relevant Funding Purchaser; 


 

	(4)	in the case of an Investment, the making of such Investment is permitted pursuant to Clause 4 of the Nieuw Amsterdam Receivables Purchase Agreement and the Main SPV (or the Master Servicer on its behalf) has delivered
an Investment Request, appropriately completed, within the time period required thereby; 

  

	(5)	all Reports have been delivered when due or within any applicable grace period (or any failure to deliver a Report when due has been waived in writing by the Funding Administrator); 


 

	(6)	in the case of an Investment, no Potential Termination Event has occurred; 

  

	(7)	all Fees required to be paid, have been paid when due; 


  
 66 









	(8)	after giving effect to any Investment and the use of the proceeds thereof, the Funding Tests have not been breached; and 

  

	(9)	any Subordinated Loan Advance required to be made under the Subordinated Loan Agreement has been made in full. 


  
 67 








 SCHEDULE 5 

OVERVIEW OF LAW APPLICABLE TO CONTRACTS 

KEY ACCOUNTS AND TRANSFER REQUIREMENTS 

Part A – Key Accounts 
  

									
	Greif Affiliate	  	 Debtor Location and

Debtor
	  	Governing Law of Key
Account contract	  	Fall back governing law	  	Combined Transfer
Requirements
to be complied with
					
	 Greif Belgium
  

BVBA
  

(Belgium)
	  	 Belgium
  
	  		  		  	
	  	BASF + Ciba	  	German (Expired)	  	Belgian	  	 German
  

Belgian
  

	  	Bayer	  	German	  	Belgian	  	 German
  

Belgian
  

	  	BP	  	English	  	Belgian	  	 English
  

Belgian
  

	  	Brenntag	  	German	  	Belgian	  	 German
  

Belgian
  

	  	Chevron	  	State law California	  	Belgian	  	 State law California
  

Belgian
  

	  	Dow Chemical + R&H	  	State law Michigan (Expired)	  	Belgian	  	 State law Michigan
  

Belgian
  

	  	Shell	  	English (Expired)	  	Belgian	  	 English
  

Belgian
  

	  	 Total
  
	  	 Belgian
  
	  	 Belgian
  
	  	 Belgian
  

	  	Univar	  	Dutch (Expired)	  	Belgian	  	 Dutch
  

Belgian



  
 68 









									
			 The Netherlands
  
						
		Akzo Nobel/ICI		Dutch (Expired)		Belgian		 Dutch
  

Belgian
  

		Dow Chemical + R&H		State law Michigan (Expired)		Belgian		 State law Michigan
  

Belgian
  

			 Germany
  
						
			Bayer		German		Belgian		 German
  

Belgian
  

			 France
  
						
			Chevron		State law California		Belgian		 State law California
  

Belgian
  

			 Total
  
		French		Belgian		 Belgian
  

			Univar		Dutch (Expired)		Belgian		 Dutch
  

Belgian
  

	 Greif Germany
  

GmbH
  

(Germany)
		 Germany
  
						
		Akzo Nobel/ICI		Dutch (Expired)		German		 Dutch
  

German
  

		BASF + Ciba		German (Expired)		German		 German
  

		Bayer		German		German		 German
  

		BP		English		German		 English
  

German



  
 69 









									
			Brenntag		German		German		 German
  

			Chevron		State law California		German		 State law California
  

German
  

			Dow Chemical + R&H		State law Michigan (Expired)		German		 State law Michigan
  

German
  

			Momentive/Hexion		Dutch		German		 Dutch
  

German
  

			Shell		English (Expired)		German		 English
  

German
  

			Total		German		German		German
					
			 The Netherlands
  
						
			Akzo Nobel/ICI		Dutch (Expired)		German		 Dutch
  

German
  

			Dow Chemical + R&H		State law Michigan (Expired)		German		 State law Michigan
  

German
  

			 Denmark
  
						
			Brenntag		German		German		 Danish
  

German
  

			 France
  
						
			Dow Chemical + R&H		State law Michigan (Expired)		German		 State law Michigan
  

German



  
 70 









									
	 Greif Packaging
  

Spain S.A.
  

(Spain)
		 Spain
  
						
		Akzo Nobel/ICI		Dutch (Expired)		Spanish		 Dutch
  

Spanish
  

		BASF + Ciba		German (Expired)		Spanish		 German
  

Spanish
  

		Bayer		German		Spanish		 German
  

Spanish
  

		BP		English		Spanish		 English
  

Spanish
  

		Brenntag		German		Spanish		 German
  

Spanish
  

		Chevron		State law California		Spanish		 State law California
  

Spanish
  

		DSM		Dutch (Expired)		Spanish		 Dutch
  

Spanish
  

		Momentive/Hexion		Dutch		Spanish		 Dutch
  

Spanish
  

		Shell		English (Expired)		Spanish		 English
  

Spanish
  

		Total		Spain		Spanish		Spanish
		Univar		Dutch (Expired)		Spanish		  
 Dutch

 
 Spanish

 

	 Greif France S.A.S.
  

(France)
		 France
  
						
		Akzo Nobel/ICI		Dutch (Expired)		French		 Dutch
  

French



  
 71 









									
			BASF + Ciba		German (Expired)		French		 German
  

French
  

		Bayer		German		French		 German
  

French
  

		Brenntag		German		French		 German
  

French
  

		Chevron		State law California		French		 State law California
  

French
  

		Dow Chemical + R&H		State law Michigan (Expired)		French		 State law Michigan
  

French
  

		DSM		Dutch (Expired)		French		 Dutch
  

French
  

		Shell		English (Expired)		French		 English
  

French
  

		Total		French		French		French
		Univar		Dutch (Expired)		French		  
 Dutch

 
 French

 

			 Germany
  
						
			BASF + Ciba		German (Expired)		French		 German
  

French
  

			 Switzerland
  
						
			DSM		Dutch (Expired)		French		 Dutch
  

French
  



  
 72 









									
	 Greif UK Ltd.
  

(UK)
		UK						
		Akzo Nobel/ICI		Dutch (Expired)		English		 Dutch
  

English
  

		Bayer		German		English		 German
  

English
  

		Brenntag		German		English		 German
  

English
  

		Dow Chemical + R&H		State law Michigan (Expired)		English		 State law Michigan
  

English
  

		DSM		Dutch (Expired)		English		 Dutch
  

English
  

		Momentive/Hexion		Dutch		English		 Dutch
  

English
  

		Shell		English (Expired)		English		 English
  

		Total		English		English		 English
  

		Univar		Dutch (Expired)		English		 Dutch
  

English
  

	 Greif Italia S.p.A.
  

(Italy)
		 Italy
  
						
		Akzo Nobel/ICI		Dutch (Expired)		Italian		 Dutch
  

Italian
  

		BASF + Ciba		German (Expired)		Italian		 German
  

Italian
  

		Bayer		German		Italian		 German
  

Italian
  

		BP		English		Italian		 English
  

Italian



  
 73 









									
			Brenntag		German		Italian		 German
  

Italian
  

		Chevron		State law California		Italian		 State law California
  

Italian
  

		Dow Chemical + R&H		State law Michigan (Expired)		Italian		 State law Michigan
  

Italian
  

		Shell		English (Expired)		Italian		 English
  

Italian
  

		Total		Italian		Italian		 Italian
  

			 Switzerland
  
						
			Brenntag		German		Italian		 German
  

Italian
  

			DSM		Dutch (Expired)		Italian		 Dutch
  

Italian
  

			Univar		Dutch (Expired)		Italian		 Dutch
  

Italian
  

	 Greif Nederland
  

B.V.
  

(The Netherlands)
		 The Netherlands
  
						
		Akzo Nobel/ICI		Dutch (Expired)		Dutch		 Dutch
  

		BASF + Ciba		German (Expired)		Dutch		 German
  

Dutch
  

		Dow Chemical + R&H		State law Michigan (Expired)		Dutch		 State law Michigan
  

Dutch
  

		DSM		Dutch (Expired)		Dutch		 Dutch
  

		Shell		English (Expired)		Dutch		 English
  

Dutch



  
 74 









									
			Total		Dutch		Dutch		 Dutch
  

			Univar		Dutch (Expired)		Dutch		 Dutch
  

			 Sweden
  
						
			Akzo Nobel/ICI		Dutch (Expired)		Dutch		 Sweden
  

Dutch
  

			 France
  
						
			BP		English		Dutch		 English
  

Dutch
  

			Dow Chemical + R&H		State law Michigan (Expired)		Dutch		 State law Michigan
  

Dutch
  

			DSM		Dutch (Expired)		Dutch		 Dutch
  

			 Italy
  
						
			BP		English		Dutch		 English
  

Dutch
  

			 Switzerland
  
						
			Brenntag		German		Dutch		 German
  

Dutch
  

			DSM		Dutch (Expired)		Dutch		 Dutch
  

			 Belgium
  
						
			Chevron		State law California		Dutch		 State law California
  

Dutch



  
 75 









									
			 Germany
  
						
		Dow Chemical + R&H		State law Michigan (Expired)		Dutch		 State law Michigan
  

Dutch
  

	 Greif Norway AS
  

(Norway)
		 Norway
  
						
		BASF + Ciba		German (Expired)		Norwegian		 German
  

Norwegian
  

		Shell		English (Expired)		Norwegian		 English
  

Norwegian
  

			 Sweden
  
						
			Akzo Nobel/ICI		Dutch (Expired)		Norwegian		 Swedish
  

Dutch
  

Norwegian
  

	 Greif Sweden
  

Aktiebolag
  

(Sweden)
		 Sweden
  
						
		Akzo Nobel/ICI		Dutch (Expired)		Swedish		 Dutch
  

Swedish
  

		BASF + Ciba		German (Expired)		Swedish		 German
  

Swedish
  

		Univar		Dutch (Expired)		Swedish		 Dutch
  

Swedish
  

	 Greif Portugal S.A.
  

(Portugal)
		 Portugal
  
						
		BP		English		Portuguese		 English
  

Portuguese



  
 76 









									
			Brenntag		German		Portuguese		 German
  

Portuguese
  

		Univar		Dutch (Expired)		Portuguese		 Dutch
  

Portuguese
  

	 Greif Packaging
  

Sweden Aktiebolag
  

(Sweden)
		 Sweden
  
						
		Akzo Nobel/ICI		Dutch (Expired)		Swedish		 Dutch
  

Swedish
  

		Bayer		German		Swedish		 German
  

Swedish
  

		Brenntag		German		Swedish		 German
  

Swedish
  

		Univar		Dutch (Expired)		Swedish		 Dutch
  

Swedish
  

			 Denmark
  
						
			Bayer		German		Swedish		 Danish
  

German
  

Swedish
  

			Brenntag		German		Swedish		 Danish
  

German
  

Swedish
  

	 Greif Plastics
  

Germany GmbH
  

(formerly named
  

Fustiplast GmbH)
  

(Germany)
		The Netherlands						
		Tholu B.V.		Italian		German		  
 Dutch

 
 German



  
 77 









									
	 EarthMinded
  

Benelux NV
  

(formerly named
  

P2P Rumbeke NV)
  

(Belgium)
		 Belgium
  
						
		Fuchs		German1		Belgian		 German
  

Belgian
  

		Brenntag		Belgian1		Belgian		 Belgian
  

		Cytec		Belgian		Belgian		 Belgian
  

		 France
  
						
		Fuchs		German1		Belgian		 German
  

Belgian
  

		Brenntag		Belgian1		Belgian		 Belgian
  

	 EarthMinded
  

France SAS
  

(formerly named
  

P2P Lille S.A.S.)
  

(France)
		 Belgium
  
						
		Fuchs		German1		French		 German
  

French
  

		Brenntag		Belgian1		French		 Belgian
  

French
  

		PPG		French1		French		 French
  

		Cytec		Belgian		French		 Belgian
  

French
  

		 France 
  
						
		Fuchs		German1		French		 German
  

French
  

			Brenntag		Belgian1		French		 Belgian
  

French
  

			PPG		French1		French		 French
  

			 The Netherlands
  
						
			PPG		French1		French		 French

 



  
 78 









									
	 EarthMinded
  

Germany GmbH
  

(formerly named
  

P2P Mendig
  

GmbH)
  

(Germany)
		 Germany
  
						
		Fuchs		German1		German		 German
  

		Cytec		Belgian		German		 Belgian
  

German
  

		 Belgium
  
						
		Cytec		Belgian		German		 Belgian
  

German
  

		 The Netherlands
  
						
		Cytec		Belgian		German		 Belgian
  

German
  

	 EarthMinded
  

Netherlands B.V.
  

(formerly named
  

P2P Zwolle B.V.)
  

(The Netherlands)
		Germany						
		Fuchs		German1		Dutch		 German
  

Dutch
  

		 Belgium
  
						
		Fuchs		German1		Dutch		 German
  

Dutch
  

		Brenntag		Belgian1		Dutch		 Belgian
  

Dutch
  

		Cyte		Belgian		Dutch		 Belgian
  

Dutch
  



  
 79 









									
			 The Netherlands
  
						
			Brenntag		Belgian1		Dutch		 Belgian
  

Dutch


  

	1	Based on conflict of laws analysis. 


  
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 Part B – Transfer Requirements 

Capitalised terms defined in the relevant Originator Receivables Purchase Agreement corresponding with the governing law have the same meaning when used in
this Schedule unless the context requires otherwise. 
  

							
	Governing law		Transfer Requirements
		
	Belgian		No formalities.
			
	French		1.		The Seller will on the Transmission Date immediately preceding the relevant Settlement Date and by no later than 17.00 CET deliver to the Buyer a duly completed Transfer Request, setting out the aggregate nominal amount
of the Receivables originated by the Seller during the preceding Data Period to be transferred to the Buyer.
			
			2.		Following the delivery of a Transfer Request and on the immediately following Settlement Date:
				
					(a)		the Seller will deliver to the Buyer a duly completed and appropriate Transfer Document, duly signed by the Seller, vesting in the Buyer all its title to and rights and interest in the Scheduled Receivables, together with the
benefit of all related security and all other ancillary rights (droits accessoires); and
				
					(b)		the Buyer will make payment of the Purchase Price to the Seller subject to and in accordance with paragraph 4 below.
			
			3.		The transfer of the Scheduled Receivables will take effect upon the delivery of a Transfer Document and the payment of the Purchase Price in accordance with paragraph 4 and further below.
			
			4.		The Buyer will pay the nominal Euro amount of the Scheduled Receivables (the Purchase Price) on each Investment Date on which these Scheduled Receivables are transferred and simultaneously with the delivery by the
Seller of the Transfer Document.
			
			5.		The parties acknowledge and agree that any transfer of Scheduled Receivables effected pursuant to and in accordance with the terms of the relevant Originator Receivables Purchase Agreement (among which payment, by the
Buyer to the relevant Seller, of the Purchase Price in respect of the relevant Scheduled Receivables) shall subrogate the Buyer to the full nominal value Euro amount of the relevant Scheduled Receivables on such date, irrespective of any other
payments that are to be made by the parties pursuant to the relevant Originator Receivables Purchase Agreement.
			
			6.		On each Investment Date, the Seller will pay a fee (the Fee) to the Buyer calculated according to a rate fixed by the Parties from time to time on the Investment Date and will be determined on an at arms’ length
basis as if the Seller and the Buyer were unconnected companies, taking into account:
				
					(a)		the delcredere risk incurred by the Buyer;


  
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					(b)		 the administrative services performed by the Buyer;

				
					(c)		the face value of Scheduled Receivables as of the relevant Investment Date;
				
					(d)		the market rate for similar factoring transactions;
				
					(e)		the interest rate of the interbank offered rate prevailing in the principal financial centre of the Seller’s location;
				
					(f)		all out-of-pocket costs and expenses of the Buyer in connection with the perfection of its rights, title and interest to the Scheduled Receivables and the enforcement of any obligation of the Seller vis-à-vis the Buyer
hereunder; and
				
					(g)		any other fees, charges or costs charged by the Buyer as separately agreed from time to time between the Buyer and the Seller.
			
			7.		The Fee shall be calculated by applying the rate applicable on the Purchase Date to the aggregate nominal value of all Scheduled Receivables to be purchased by the Buyer on the Purchase Date, regardless of any
collections made on the Purchased Receivables by the Seller.
			
			8.		As they are expected to become debtor and creditor of each other for the duration of the relevant Originator Receivables Purchase Agreement, the Seller and the Buyer will enter into a current account legal relationship
(the Current Account) so that payment of the various amounts due by one Party to the other Party will take place by booking the amount due on this Current Account. Such payments shall be entered into the Current Account and settled
exclusively in Euro.
			
					The following amount will be booked to the Current Account on each Investment Date:
				
					•		in favour of the Buyer: the Fee; and
				
					•		in favour of the Seller: the Purchase Price.
			
					On each Investment Date, the Parties will calculate the intermediate closing balance of the Current Account to be paid on such Investment Date, taking into account all entries scheduled to take place on such Investment
Date. The balance resulting from each intermediate closing will be paid in favour of the Seller or the Buyer, as the case may be.
			
	German		1.		Without limiting paragraph 3 below, the Seller shall deliver on each Transmission Date (and after the occurrence of a Stop Purchase Date on such dates as requested by the Facility Agent) to the Buyer and Master Servicer
two originals of the German Transfer Document duly executed by the Seller pursuant to which the Seller offers to assign the Receivables set out in a schedule (the German Receivables Transfer Schedule), whereas the German Receivables Transfer
Schedule shall be in such form and detail as the Buyer may specify, setting out the relevant details of the Receivables sold by the Seller to the Buyer pursuant to the relevant Originator Receivables Purchase Agreement during the preceding Data
Period (the German Scheduled Receivables).


  
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			2.		 The German Receivables Transfer Schedule will be delivered in computer readable format and contain all data that the Buyer,
Master Servicer or Funding Administrator may reasonably request and in particular:

				
					(a)		the name, address and contact number of the Debtors of the German Scheduled Receivables (and address for invoices, if different), the date and number of the invoice, the outstanding nominal amount (and Approved Currency in which
denominated), the invoice payment date, the VAT number as mentioned on the invoice or any other reference used by the Seller that permits the identification of those Debtors;
				
					(b)		the aggregate nominal amount of the German Scheduled Receivables in the relevant Approved Currency on the relevant Purchase Date; and
				
					(c)		any other information that the Buyer, Master Servicer or Funding Administrator may need or reasonably request in connection with the performance of its obligations under the Transaction Documents.
			
			3		Upon receipt of two copies of the German Transfer Document and the relevant German Receivables Transfer Schedule on the relevant Transmission Date, the Buyer shall accept such offer to assign by countersigning two copies
of the German Transfer Document and sending one copy back to the Seller.
			
	Italian		1.		The acceptance by the Buyer of a Receivables Offer through a corresponding Receivables Acceptance pursuant to paragraph 3 below; and
			
			2.		The payment of the relevant Purchase Price in accordance with paragraph 4 below on the Settlement Date immediately following such Purchase Date,
			
			3.		Without limiting paragraph 4 through 6 below, the Seller shall deliver on each Transmission Date (and after the occurrence of a Stop Purchase Date on such dates as requested by the Buyer (or any other person on its
behalf)) to the Buyer:
				
					(a)		a schedule, in such form and detail as the Buyer may specify (the Transfer Schedule), setting out the relevant details of the Purchased Receivables purported to be sold by the Seller to the Buyer pursuant to the relevant Originator
Receivables Purchase Agreement and originated during the preceding Data Period (the Scheduled Receivables); and
				
					(b)		a duly executed Receivables Offer.
			
			4.		The Transfer Schedule will be delivered in computer readable format and contain all data that the Buyer may reasonably request and in particular:
				
					(a)		the name, address and contact number of the Debtors of the Scheduled Receivables (and address for invoices, if different), the date and number of the invoice, the outstanding nominal amount (and Approved Currency in which
denominated), the invoice payment date, the VAT number as mentioned on the invoice or any other reference used by the Seller that permits the identification of those Debtors;
				
					(b)		the aggregate nominal amount of the Scheduled Receivables in the relevant Approved Currency on the relevant Purchase Date; and
				
					(c)		any other information that the Buyer, may need or reasonably request in connection with the performance of its obligations under the Transaction Documents.


  
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			5.		 Each Receivables Offer by the Seller:

				
					(a)		shall be irrevocable and binding on the Seller when delivered to the Buyer; and
				
					(b)		will constitute an irrevocable offer by the Seller to assign and transfer, pursuant to the Factoring Law and the applicable provisions of the Italian Civil Code, to the Buyer without recourse against the Seller in case of default by
the relevant Debtors (pro soluto) in accordance with Article 1267 of the Italian Civil Code and with economic effect from the relevant Purchase Date, all of such Seller’s title to, rights and interest in the Scheduled Receivables listed
in the relevant Transfer Schedule (including, without limitation, all amounts due or to become due in respect thereof and any Related Rights).
			
			6.		If any Receivables Offer is not accepted by the Buyer in accordance with paragraph 7 below, such Receivables Offer shall automatically and with no formalities be considered cancelled.
		
			Receivables Acceptance
			
			7.		Subject to the Buyer having received a duly completed and signed Receivables Offer, the Buyer shall by no later than 17.00 CET on the relevant Transmission Date, accept the relevant Receivables Offer made by the Seller
via facsimile by sending a corresponding Receivables Acceptance.
			
			8.		Each Receivables Acceptance by the Buyer shall:
				
					(a)		be irrevocable and binding on the Buyer when delivered to the Seller;
				
					(b)		constitute an irrevocable acceptance by the Buyer to purchase, pursuant to the Factoring Law and applicable provisions of the Italian Civil Code, from the Seller without recourse against the Seller in case of default by the relevant
Debtors (pro soluto) in accordance with Article 1267 of the Italian Civil Code and with economic effect from the relevant Purchase Date, all of such Seller’s right and title to the Scheduled Receivables to which the relevant Receivables
Offer relates.
			
			9.		Any purported acceptance of a Receivables Offer other than in the manner specified above shall be null and void and of no effect (and for the avoidance of doubt, nothing in the relevant Originator Receivables Purchase
Agreement shall, by itself and without being followed by a Receivables Acceptance by the Buyer, operate so as to convey, assign or transfer to any person any title to or right or interest in any Scheduled Receivables)
		
			Traceability Law
			
			10.		The Parties undertake that, if and to the extent any of the Scheduled Receivables and/or Contracts and/or the Debtors falls into one of the categories to which law
no.


  
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					 136 of 13 August 2010 on financial flow traceability relating to public-works or public-supply contracts and the relevant
implementing regulations (the Traceability Law) applies or otherwise any of the transactions contemplated by the relevant Originator Receivables Purchase Agreement triggers the applicability of the Traceability Law, they will comply with all
obligations, conditions and requirements provided for by the Traceability Law, including, without limitation, by making all payments to and from dedicated bank or postal accounts (conti dedicati) by means of bank or postal wires or other payment
instruments which ensure full traceability and, where relevant, by indicating in the relevant Debt assignment agreement and/or payment instrument the relevant work or supply identification codes (CIG and, where necessary, CUP).

			
			11.		The Seller undertakes (i) to indicate in each invoice relating to a Scheduled Receivable which Debtors are subject to Traceability Law and (ii) to provide the Buyer with all such information, and to take all
such actions, as necessary for the Buyer to comply with its obligations under the Traceability Law.
			
			12.		The Buyer shall be entitled, at its own discretion, to elect whether to, or refuse to, purchase the Scheduled Receivables which are subject to Traceability Law.
			
			13.		The Seller shall give to the Buyer, promptly upon request and, in any case, not later than 2 Business Days after the receipt of a Receivables Acceptance, any information necessary to comply with the Traceability Law
relating to the Scheduled Receivables which are subject to Traceability Law.
			
					Purchase Price
			
			14.		The Buyer shall, provided it has received the necessary funding, pay the Purchase Price (as defined below) for the Scheduled Receivables sold and transferred to the Buyer during the preceding Data Period on each
Investment Date by:
				
					(a)		crediting the amount due to the Seller’s Account; and
				
					(b)		to the extent permitted under applicable law, if the Buyer is also scheduled to receive payment from the Seller on the relevant Investment Date in the same currency, the Buyer may set off, in part but not in whole, such payments
subject to the prior consent of the Seller.
			
			15.		The purchase price for the Scheduled Receivables sold and transferred to the Buyer during the preceding Data Period shall be the aggregate nominal value of such Scheduled Receivables (the Purchase Price).
			
			16.		The Seller shall request that, upon payment of the Purchase Price being made by the Buyer to the relevant Seller’s Account in accordance with the foregoing provisions, the bank where such account is held shall issue
a duly signed standard bank receipt (contabile bancaria), bearing date certain at law (data certa) to the Buyer, evidencing the amounts which have been paid into the relevant Seller’s Account as Purchase Price and the date of such
payment.
		
	Dutch		In accordance with the Transaction Documentation, the Buyer shall notify, or require the Seller to notify, the Debtor of the assignment of the present and future Receivables on or about the Closing Date by sending such
Debtor a notice substantially in the form of Schedule 6 (Form of Notification Letter) to the Dutch Originator Receivables Purchase Agreement. The Seller shall notify any Debtors becoming Debtor of the Seller after the Closing Date by sending such
Debtor a notice substantially in the form of Schedule 6 (Form of Notification Letter) to the Dutch Originator Receivables Purchase Agreement.


  
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	Norwegian		 1.      
		In accordance with the Transaction Documents, the Buyer shall notify, or require the Seller to notify, the Debtor of the assignment of the Receivables on or about the Closing Date by sending such Debtor a notice
substantially in the form of Schedule 7 (Form of Notification Letter) to the Norwegian Originator Receivables Purchase Agreement. The Seller shall notify any Debtors becoming Debtor of the Seller after the Closing Date by sending such Debtor a
notice substantially in the form of Schedule 7 (Form of Notification Letter) to the Norwegian Originator Receivables Purchase Agreement.
			
			2.		The Seller shall on each invoice notify the Debtors of the assignment of the relevant Purchased Receivables in such form and substance as is required by the law applicable to the relevant Purchased Receivables. The
Seller shall take any steps to comply with all such formalities which may be required under any applicable law to perfect the assignment of any such Receivables. The notification text set out in Schedule 6 (Form of Notification Letter) to the
Norwegian Originator Receivables Purchase Agreement shall be included by the Seller on all invoices related to Purchased Receivables.
		
	Portuguese		In accordance with the Transaction Documents, the Buyer shall give, or require that the Seller gives, notice of assignment to a Debtor on or about the Closing Date, informing the relevant Debtor of the sale of all
present and future Receivables owing by that Debtor by the Seller to the Buyer substantially in the form of Schedule 6 (Form of Notification Letter) to the Portuguese Originator Receivables Purchase Agreement. The notice of assignment should be
served by means of registered letter with evidence of receipt. The Seller shall notify any Debtors becoming Debtor of the Seller after the Closing Date by sending such Debtor a notice substantially in the form of Schedule 6 (Form of Notification
Letter) to the Portuguese Originator Receivables Purchase Agreement.
		
	Spanish		For the purpose of reaching a certainty of the date and obtaining the benefits of Article 1526 of the Spanish Civil Code and for the purposes of article 323 of the Spanish Civil Procedural Law 1/2000 of 7
January:
				
					(a)		the Seller and the Buyer agree to appear before a Notary Public and to raise to the status of a notarised and properly apostilled document each duly executed Confirmation and corresponding Transfer Schedule; and
				
					(b)		notarisation will take place before and by a Notary Public on a monthly basis and within the first ten (10) business days of each calendar month. Apostilling will take place as soon as practicably possible after each
notarisation.
			
	Swedish		 1.      
		 In accordance with the Transaction Documents, the Buyer shall notify, or shall require the Seller to notify, each Debtor of the
assignment of the Receivables on or about the Closing Date by sending such Debtor a notice substantially in the form of Schedule 6 (Form of Notification Letter) to the to the Swedish Originator Receivables Purchase Agreement. The Seller shall notify
any Debtors becoming Debtor of the Seller after the Closing Date by sending such Debtor a notice substantially in the form of Schedule 6 (Form of Notification Letter).



  
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			2.		 In addition to paragraph 1 above a notification text shall be included by the Seller in all invoices relating to the Receivables
substantially as set out below:
  
 “This is to notify you that all our claims under
this invoice (and future invoices) have been sold to Greif Services Belgium BVBA and thereafter on-sold to Cooperage Receivables Finance B.V. All payments relating to this invoice shall, until further notice, be made to the following account number
             with [Bank] until otherwise instructed by Cooperage Receivables Finance B.V. We, [Swedish Originator], will administer the invoice as agent for Cooperage Receivables Finance
B.V. until you are instructed otherwise by Cooperage Receivables Finance B.V..”

		
	English		On or about the Closing Date, and on or about the day on which the Seller envisages to transfer Receivables vis-à-vis Debtors not yet previously notified, the Buyer or, upon an instruction thereto from the Buyer,
the Seller on its behalf shall (i) give formal notice of the sale to the Buyer of each Purchased Receivable and the onward sale of the Purchased Receivables to Cooperage Receivables Finance B.V., to the relevant Debtor in the form as set out in
Schedule 6 to the English Originator Receivables Purchase Agreement and (ii) notify new payment instructions, or have them notified, to the relevant Debtors.
		
	State law Michigan and State law California		On or about the Closing Date the Seller will file the UCC financing statements naming each of the Originators as Seller, Greif CC as Buyer, and Main SPV as the Assignee of the Buyer with the District of Columbia UCC
filing office (the Filing Office) and the UCC-1 financing statement naming Greif CC as Seller and Main SPV as Buyer for filing with the Filing Office.
		
	Danish		 The Buyer shall notify, or shall require the Seller to notify, each Debtor of the assignment of the Receivables on the date on
which such Receivable is transferred by sending such Debtor a notice substantially in the following form:
  

This is to notify you that pursuant to the terms of a receivables purchase agreement between [relevant Originator] and Greif Services Belgium BVBA dated
27 April 2012, we have sold and assigned all existing and future receivables we may have against you to Greif Services Belgium BVBA.
  

Subsequently, pursuant to another receivables purchase agreement between Greif Services Belgium BVBA and Cooperage Receivables Finance B.V. dated 27 April
2012, Greif Services Belgium BVBA has sold and assigned the same existing and future receivables to Cooperage Receivables Finance B.V.
  

These sales and assignments have at this moment no impact on you. We, [relevant Originator], will continue to administer the receivables as agent for
the Cooperage Receivables Finance B.V. until you are instructed otherwise by the Cooperage Receivables Finance B.V.. Hence, until further notice from the Cooperage Receivables Finance B.V. or its successor or assignees to the contrary, you may
continue to pay any and all amounts due under existing and future receivables into collection account with account number              with [name of bank].



  
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