Exhibit 10(bb)





Exhibit 10(bb)




EXECUTION VERSION




 

 



TRANSFER AND ADMINISTRATION AGREEMENT




Dated as of December 8, 2008




by and among




GREIF RECEIVABLES FUNDING LLC,




GREIF PACKAGING LLC,

as initial Servicer




GREIF PACKAGING LLC,

and each other entity from time to time party hereto

as an Originator, as Originators




YC SUSI TRUST,

as Conduit Investor and Uncommitted Investor




BANK OF AMERICA,

NATIONAL ASSOCIATION,

as Agent, a Managing Agent, an Administrator and a Committed Investor




and




THE VARIOUS INVESTOR GROUPS, MANAGING AGENTS AND

ADMINISTRATORS FROM TIME TO

TIME PARTIES HERETO



 

 




[***] = PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A CONFIDENTIAL
TREATMENT REQUEST. AN UNREDACTED VERSION OF THIS EXHIBIT  HAS BEEN
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.




 


 









 







TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE I DEFINITIONS
	 	 	1	 
	Section 1.1 Certain Defined Terms
	 	 	1	 
	Section 1.2 Other Terms
	 	 	26	 
	Section 1.3 Computation of Time Periods
	 	 	27	 
	Section 1.4 Times of Day
	 	 	27	 
	ARTICLE II PURCHASES AND SETTLEMENTS
	 	 	27	 
	Section 2.1 Transfer of Affected Assets; Intended Characterization
	 	 	27	 
	Section 2.2 Purchase Price
	 	 	28	 
	Section 2.3 Investment Procedures
	 	 	29	 
	Section 2.4 Determination of Yield and Rate Periods
	 	 	31	 
	Section 2.5 Yield, Fees and Other Costs and Expenses
	 	 	33	 
	Section 2.6 Deemed Collections
	 	 	33	 
	Section 2.7 Payments and Computations, Etc
	 	 	34	 
	Section 2.8 Reports
	 	 	34	 
	Section 2.9 Collection Account
	 	 	34	 
	Section 2.10 Sharing of Payments, Etc.
	 	 	34	 
	Section 2.11 Right of Setoff
	 	 	35	 
	Section 2.12 Settlement Procedures
	 	 	35	 
	Section 2.13 Optional Reduction of Net Investment
	 	 	37	 
	Section 2.14 Application of Collections Distributable to SPV
	 	 	38	 
	Section 2.15 Collections Held in Trust
	 	 	38	 
	Section 2.16 Reduction of Facility Limit
	 	 	38	 
	ARTICLE III ADDITIONAL COMMITTED INVESTOR PROVISIONS
	 	 	39	 
	Section 3.1 Assignment to Committed Investors
	 	 	39	 
	Section 3.2 Downgrade of Committed Investor
	 	 	40	 
	Section 3.3 Extension of Commitment Termination Date/Non-Renewing Committed Investors
	 	 	42	 
	ARTICLE IV REPRESENTATIONS AND WARRANTIES
	 	 	43	 
	Section 4.1 Representations and Warranties of the SPV and the Initial Servicer
	 	 	43	 






 


-i-









 





TABLE OF CONTENTS
(continued)





	 	 	 	 	 
	 	 	Page	 
	ARTICLE V CONDITIONS PRECEDENT
	 	 	49	 
	Section 5.1 Conditions Precedent to Closing
	 	 	49	 
	Section 5.2 Conditions Precedent to All Investments and Reinvestments
	 	 	52	 
	ARTICLE VI COVENANTS
	 	 	52	 
	Section 6.1 Affirmative Covenants of the SPV and Servicer
	 	 	52	 
	Section 6.2 Negative Covenants of the SPV and Servicer
	 	 	57	 
	ARTICLE VII ADMINISTRATION AND COLLECTIONS
	 	 	60	 
	Section 7.1 Appointment of Servicer
	 	 	60	 
	Section 7.2 Duties of Servicer
	 	 	61	 
	Section 7.3 Blocked Account Arrangements
	 	 	62	 
	Section 7.4 Enforcement Rights
	 	 	62	 
	Section 7.5 Servicer Default
	 	 	63	 
	Section 7.6 Servicing Fee
	 	 	65	 
	Section 7.7 Protection of Ownership Interest of the Investors
	 	 	65	 
	ARTICLE VIII TERMINATION EVENTS
	 	 	65	 
	Section 8.1 Termination Events
	 	 	65	 
	Section 8.2 Termination
	 	 	67	 
	ARTICLE IX INDEMNIFICATION; EXPENSES; RELATED MATTERS
	 	 	68	 
	Section 9.1 Indemnities by the SPV
	 	 	68	 
	Section 9.2 Indemnities by the Servicer
	 	 	70	 
	Section 9.3 Indemnity for Taxes, Reserves and Expenses
	 	 	71	 
	Section 9.4 Taxes
	 	 	73	 
	Section 9.5 Status of Investors
	 	 	74	 
	Section 9.6 Other Costs and Expenses; Breakage Costs
	 	 	75	 
	Section 9.7 Mitigation Obligations
	 	 	76	 
	ARTICLE X THE AGENT
	 	 	76	 
	Section 10.1 Appointment and Authorization of Agent
	 	 	76	 
	Section 10.2 Delegation of Duties
	 	 	77	 
	Section 10.3 Liability of Agents and Managing Agents
	 	 	77	 
	Section 10.4
Reliance by Agent
	 	 	77	 






 


-ii-









 





TABLE OF CONTENTS
(continued)





	 	 	 	 	 
	 	 	Page	 
	Section 10.5 Notice of Termination Event, Potential Termination Event or
Servicer Default
	 	 	78	 
	Section 10.6 Credit Decision; Disclosure of Information by the Agent
	 	 	78	 
	Section 10.7 Indemnification of the Agent
	 	 	79	 
	Section 10.8 Agent in Individual Capacity
	 	 	79	 
	Section 10.9 Resignation of Agents
	 	 	79	 
	Section 10.10 Payments by the Agent
	 	 	80	 
	ARTICLE XI MISCELLANEOUS
	 	 	80	 
	Section 11.1 Term of Agreement
	 	 	80	 
	Section 11.2 Waivers; Amendments
	 	 	80	 
	Section 11.3 Notices; Payment Information
	 	 	81	 
	Section 11.4 Governing Law; Submission to Jurisdiction; Appointment of Service Agent
	 	 	81	 
	Section 11.5 Integration
	 	 	82	 
	Section 11.6 Severability of Provisions
	 	 	82	 
	Section 11.7 Counterparts; Facsimile Delivery
	 	 	82	 
	Section 11.8 Successors and Assigns; Binding Effect
	 	 	82	 
	Section 11.9 Waiver of Confidentiality
	 	 	86	 
	Section 11.10 Confidentiality Agreement
	 	 	86	 
	Section 11.11 No Bankruptcy Petition Against the Conduit Investor
	 	 	86	 
	Section 11.12 No Recourse
	 	 	86	 
	Section 11.13 No Proceedings; Limitations on Payments
	 	 	87	 







 


-iii-









 







	 	 	 
	Schedules	 	 
	 
	 	 
	Schedule 1.01

	 	List of Agricultural Receivables Eligible Obligors
	Schedule 4.1(d)

	 	Perfection Representations, Warranties and Covenants
	Schedule 4.1(g)

	 	List of Actions and Suits
	Schedule 4.1(i)

	 	Location of Certain Offices and Records
	Schedule 4.1(j)

	 	List of Subsidiaries, Divisions and Tradenames; FEIN
	Schedule 4.1(s)

	 	List of Blocked Account Banks and Blocked Accounts
	Schedule 6.1(a)

	 	Agreed-Upon Procedures
	Schedule 11.3

	 	Address and Payment Information






Exhibits




	 	 	 
	Exhibit A

	 	Form of Assignment and Assumption Agreement
	Exhibit B

	 	Credit and Collection Policies and Practices
	Exhibit C

	 	Form of Investment Request
	Exhibit D

	 	Form of Servicer Report
	Exhibit E

	 	Form of SPV Secretary’s Certificate
	Exhibit F

	 	Forms of Originator/Servicer Secretary’s Certificate





 


 









 





This Transfer and Administration Agreement (this “Agreement”), dated as of December 8,
2008, by and among:




(1) GREIF RECEIVABLES FUNDING LLC, a Delaware limited liability company (the “SPV”);



(2) GREIF PACKAGING LLC, a Delaware limited liability company, as an Originator (in such
capacity, the “GP Originator”) and each other entity from time to time party hereto as an
“Originator” pursuant to a joinder agreement in form and substance acceptable to the Agent (each,
an “Originator” and collectively, the “Originators”);




(3) GREIF PACKAGING LLC., as servicer (in such capacity, the “Servicer”);



(4) YC SUSI TRUST, a Delaware statutory trust (“YC SUSI”), as a Conduit Investor and
Uncommitted Investor;



(5) BANK OF AMERICA, NATIONAL ASSOCIATION, a national banking association (“Bank of
America”), as the Agent, a Managing Agent, an Administrator and a Committed Investor; and



(6) the various Investor Groups, Managing Agents and Administrators from time to time parties
hereto.



ARTICLE I




DEFINITIONS




SECTION 1.1 Certain Defined Terms. As used in this Agreement, the following terms
shall have the following meanings:



“Accounts” means the Blocked Accounts, the Collection Account and each other account
into which Collections may be deposited or received.



“Administrators” means the YC SUSI Administrator and any other Person that becomes a
party to this Agreement as an “Administrator”.



“Adverse Claim” means a Lien on any Person’s assets or properties in favor of any
other Person; provided that “Adverse Claim” shall not include any “precautionary” financing
statement filed by any Person not evidencing any such Lien.



“Affected Assets” means, collectively, (a) the Receivables, (b) the Related Security,
(c) with respect to any Receivable, all rights and remedies of the SPV under the First Tier
Agreement, together with all financing statements filed by the SPV against the Originators in
connection therewith, (d) all Blocked Accounts and all funds and investments therein and all of
the SPV’s rights in the Blocked Account Agreements and (e) all proceeds of the foregoing.



“Affiliate” means, as to any Person, any other Person which, directly or indirectly,
owns, is in control of, is controlled by, or is under common control with such Person, in each case




 


 









 







whether beneficially, or as a trustee, guardian or other fiduciary. A Person shall be deemed to
control another Person if the controlling Person possesses, directly or indirectly, the power to
direct or cause the direction of the management or policies of the other Person, whether through
the ownership of voting securities or membership interests, by contract, or otherwise.



“Agent” means Bank of America, in its capacity as agent for the Secured Parties, and
any successor thereto appointed pursuant to Article X.




“Agents” means, collectively, the Managing Agents and the Agent.



“Agent-Related Persons” means, with respect to any Managing Agent or the Agent, such
Person together with its Affiliates, and the officers, directors, employees, agents and
attorneys-in-fact of such Persons and their respective Affiliates.



“Aggregate Unpaid Balance” means, as of any date of determination, the sum of the
Unpaid Balances of all Receivables which constitute Eligible Receivables as of such date of
determination.



“Aggregate Unpaids” means, at any time, an amount equal to the sum of (a) the
aggregate unpaid Yield accrued and to accrue through the end of all Rate Periods in existence at
such time, (b) the Net Investment at such time and (c) all other amounts owed (whether or not then
due and payable) hereunder and under the other Transaction Documents by the SPV and each
Originator to the Agent, the Managing Agents, the Administrators, the Investors or the Indemnified
Parties at such time.




“Agreement” is defined in the Preamble.



“Agricultural Receivable” means any Eligible Receivable originated on or after April
1st of any calendar year and payable on or prior to October 15th of such
calendar year to an Agricultural Receivable Eligible Obligor.



“Agricultural Receivable Eligible Obligor” means any Eligible Obligor or their
corporate successor listed on Schedule 1.01 hereto as such Schedule 1.01 may be updated from time
to time at the request of the SPV and with the consent of the Administrative Agent.



“Alternate Rate” means, for any Rate Period for any Portion of Investment, an
interest rate per annum equal to 1.75% per annum above the Offshore Rate for such
Rate Period; provided that in the case of:




(i) any Rate Period which commences on a date prior to the Agent receiving
at least three (3) Business Days’ notice thereof, or




(ii) any Rate Period relating to a Portion of Investment which is less than
$1,000,000,



the “Alternate Rate” for each day in such Rate Period shall be an interest rate
per annum equal to the Base Rate in effect on such day. The “Alternate Rate” for
any date on or after the




 


2









 







declaration or automatic occurrence of Termination Date pursuant to Section 8.2 shall be
an interest rate equal to 2.00% per annum above the Base Rate in effect on such day.




“Asset Interest” is defined in Section 2.1(b).



“Assignment Amount” means, with respect to a Committed Investor at the time of any
assignment pursuant to Section 3.1, an amount equal to the least of (a) such Committed
Investor’s Pro Rata Share of the Net Investment requested by the Uncommitted Investor in its
Investor Group to be assigned at such time; (b) such Committed Investor’s unused Commitment (minus
the unrecovered principal amount of such Committed Investor’s investments in the Asset Interest
pursuant to the Program Support Agreement to which it is a party); and (c) in the case of an
assignment on or after the applicable Conduit Investment Termination Date, an amount equal to (A)
the sum of such Committed Investor’s Pro Rata Share of the Investor Group Percentage of (i) the
aggregate Unpaid Balance of the Receivables (other than Defaulted
Receivables), plus (ii)
all Collections received by the Servicer but not yet remitted by the Servicer to the Agent,
plus (iii) any amounts in respect of Deemed Collections required to be paid by the SPV at
such time.



“Assignment and Assumption Agreement” means an Assignment and Assumption Agreement
substantially in the form of Exhibit A.




“Assignment Date” is defined in Section 3.1(a).



“Attributable Indebtedness” means, on any date, but without duplication, (a) in
respect of any Capitalized Lease of any Person, the capitalized amount thereof that would appear
on a balance sheet of such Person prepared as of such date in accordance with GAAP, (b) in respect
of any Synthetic Lease Obligation, the capitalized amount of the remaining lease or similar
payments under the relevant lease or other applicable agreement or instrument that would appear on
a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease or
other agreement or instrument were accounted for as a Capitalized Lease and (c) all Synthetic Debt
of such Person.




“Bank of America” is defined in the Preamble.




“Bank of America Investor Group” is defined in the definition of Investor Group.




“Bankruptcy Code” means the Bankruptcy Reform Act of 1978, 11 U.S.C. §§ 101 et seq.



“Base Rate” means, for any day, a fluctuating rate per annum equal to the highest of
(a) the Federal Funds Rate for such day, plus 0.50%, (b) the rate of interest in effect
for such day as publicly announced from time to time by the applicable Managing Agent as its
“prime rate” or (c) the daily Offshore Rate plus 1.75%. The “prime rate” is a rate set by the
applicable Managing Agent based upon various factors including such Managing Agent’s costs and
desired return, general economic conditions and other factors, and is used as a reference point
for pricing some loans, which may be priced at, above, or below such announced rate. Any change in
the prime rate announced by a Managing Agent shall take effect at the opening of business on the
day specified in the public announcement of such change.


 


3









 





“Blocked Account” means an account and any associated lock-box maintained by the
Servicer or SPV at a Blocked Account Bank for the purpose of receiving Collections or
concentrating Collections received, set forth in Schedule 4.1(s), or any account added as
a Blocked Account pursuant to and in accordance with Section 4.1(s) and which, if not
maintained at and in the name of the Agent, is subject to a Blocked Account Agreement.



“Blocked Account Agreement” means a deposit account control agreement among the
Servicer or SPV, the Agent and a Blocked Account Bank, in form and substance reasonably acceptable
to the Agent.



“Blocked Account Bank” means each of the banks set forth in Schedule 4.1(s),
as such Schedule 4.1(s) may be modified pursuant to Section 4.1(s).



“Business Day” means any day excluding Saturday, Sunday and any day on which banks in
New York, New York, Charlotte, North Carolina, or the State of Ohio, are authorized or required by
law to close, and, when used with respect to the determination of any Offshore Rate or any notice
with respect thereto, any such day which is also a day for trading by and between banks in United
States dollar deposits in the London interbank market.



“Calculation Period” means: (a) the period from and including the Closing Date to and
including the next Month End Date; and (b) thereafter, each period from but excluding a Month End
Date to and including the earlier to occur of the next Month End Date or the Final Payout Date.



“Capital Expenditures” means, with respect to any Person for any period, any
expenditure in respect of the purchase or other acquisition of any fixed or capital asset
(excluding normal replacements and maintenance which are properly charged to current operations).
For purposes of this definition, the purchase price of equipment that is purchased simultaneously
with the trade-in of existing equipment or with insurance proceeds shall be included in Capital
Expenditures only to the extent of the gross amount by which such purchase price exceeds the credit
granted by the seller of such equipment for the equipment being traded in at such time or the
amount of such insurance proceeds, as the case may be.



“Capitalized Lease” of a Person means any lease of property by such Person as lessee
which would be capitalized on a balance sheet of such Person prepared in accordance with GAAP.




“Change in Law” is defined in Section 9.3(a).



“Change of Control” means (a) any failure by Greif, Inc. to beneficially own and
control, directly or indirectly, more than 50% of the total voting power and economic interests
represented by the issued and outstanding Equity Interests of the SPV or any Originator (other
than the GI Originator), or (b) any “Change of Control” as defined in the Senior Credit Agreement.



“Charged-Off Receivable” means a Receivable (a) as to which the Obligor thereof has
become the subject of any Event of Bankruptcy, (b) which has been identified by the SPV, any




 


4









 







Originator or the Servicer as uncollectible, or (c) which, consistent with the Credit and
Collection Policy, would be written off as uncollectible.




“Closing Date” means December 8, 2008.




“Code” means the Internal Revenue Code of 1986, as amended, or any successor thereto.




“Collection Account” is defined in Section 2.9.



“Collections” means, with respect to any Receivable, all cash collections and other
cash proceeds of such Receivable, including (i) all scheduled interest and principal payments, and
any applicable late fees, in any such case, received and collected on such Receivable, (ii) all
proceeds received by virtue of the liquidation of such Receivable, net of expenses incurred in
connection with such liquidation, (iii) all proceeds received (net of any such proceeds which are
required by law to be paid to the applicable Obligor) under any damage, casualty or other
insurance policy with respect to such Receivable, (iv) all cash proceeds of the Related Security
related to or otherwise attributable to such Receivable, (v) any repurchase payment received with
respect to such Receivable pursuant to any applicable recourse obligation of the Servicer or any
Originator under this Agreement or any other Transaction Document and (vi) all Deemed Collections
received with respect to such Receivable.



“Commercial Paper” means the promissory notes issued or to be issued by a Conduit
Investor (or its related commercial paper issuer if such Conduit Investor does not itself issue
commercial paper) in the commercial paper market.



“Commitment” means, with respect to each Committed Investor, as the context requires,
(a) the commitment of such Committed Investor to make Investments and to pay Assignment Amounts in
accordance herewith in an amount not to exceed the amount described in the following clause
(b), and (b) the dollar amount set forth opposite such Committed Investor’s signature on the
signature pages hereof under the heading “Commitment” (or, in the case of a Committed
Investor which becomes a party hereto pursuant to an Assignment and Assumption Agreement, as set
forth in such Assignment and Assumption Agreement), minus the dollar amount of any
Commitment or portion thereof assigned by such Committed Investor pursuant to an Assignment and
Assumption Agreement, plus the dollar amount of any increase to such Committed Investor’s
Commitment consented to by such Committed Investor prior to the time of determination;
provided that if the Facility Limit is reduced, the aggregate of the Commitments of all
the Committed Investors shall be reduced in a like amount and the Commitment of each Committed
Investor shall be reduced in proportion to such reduction.



“Commitment Termination Date” means December 7, 2009, or such later date to which the
Commitment Termination Date may be extended by the SPV, the Agent and the Committed Investors
(each in their sole discretion).



“Committed Investors” means (a) for the Bank of America Investor Group, the YC SUSI
Committed Investors and (b) for any other Investor Group, each of the Persons executing this
Agreement in the capacity of a “Committed Investor” for such Investor Group in accordance with the
terms of this Agreement, and, in each case, successors and permitted assigns.


 


5









 






“Concentration Limits” shall, at any time, be deemed exceeded if:



(a) the aggregate Unpaid Balance of all Receivables relating to a single Obligor (together
with its subsidiaries and Affiliates) exceeds (i) 3.00% of the Aggregate Unpaid Balance at such
time or (ii) if higher, the percentage of the Aggregate Unpaid Balance specified below, contingent
upon the Obligor’s public unsecured debt rating.



	 	 	 	 	 
	Obligor’s Public Unsecured Debt Rating	 	 	 
	(S&P/Moody’s)1	 	Concentration Limit	 
	 
	 	 	 	 
	A/A2 or better
	 	 	7.50	%
	 
	 	 	 	 
	A-/A3
	 	 	5.00	%
	 
	 	 	 	 
	Below A/A3 or unrated
	 	 	3.00	%






(b) the aggregate Unpaid Balance of all Extended Term Receivables exceeds 3.5% of the
Aggregate Unpaid Balance at such time, or



(c) the aggregate Unpaid Balance of all Agricultural Receivables exceeds 9.0% of the Aggregate
Unpaid Balance at such time.



“Conduit Assignee” means, with respect to any Conduit Investor, any special purpose
entity that finances its activities directly or indirectly through asset backed commercial paper
and is administered by a Managing Agent or any of its Affiliates and designated by such Conduit
Investor’s Managing Agent from time to time to accept an assignment from such Conduit Investor of
all or a portion of the Net Investment.



“Conduit Investment Termination Date” means, with respect to any Conduit Investor,
the date of the delivery by such Conduit Investor to the SPV of written notice that such Conduit
Investor elects, in its sole discretion, to permanently cease to fund Investments hereunder. For
the avoidance of doubt, the delivery of any such written notice by such Conduit Investor shall not
relieve or terminate the obligations of any Committed Investor hereunder to fund any Investment.



“Conduit Investor” means YC SUSI and any other Person that shall become a party to
this Agreement in the capacity as a “Conduit Investor” and any Conduit Assignee of any of the
foregoing.



“Continuing Fortis Obligations” means those obligations which are identified to
continue as obligations under the Termination and Payoff Letter.



“Contract” means, in relation to any Receivable, any and all contracts, instruments,
agreements, leases, invoices, notes, or other writings pursuant to which such Receivable arises or


 






	 	 	 
	1	 	The rating of an Obligor will be the lower of any public unsecured debt rating of such
Obligor as issued by either S&P or Moody’s. If such Obligor has only one rating from either S&P or
Moody’s, that rating shall be used.




 


6









 









which evidence such Receivable or under which an Obligor becomes or is obligated to make payment
in respect of such Receivable.



“CP Rate” means, for any Rate Period for any Portion of Investment and a particular
Conduit Investor, the per annum rate equivalent to the weighted average cost (as determined
by the related Administrator and which shall include 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 such Conduit Investor, other borrowings by such
Conduit Investor (other than under any Program Support Agreement) and any other costs associated
with the issuance of Commercial Paper) of or related to the issuance of Commercial Paper that are
allocated, in whole or in part, by the Conduit Investor or its Administrator to fund or maintain
such Portion of Investment (and which may be also allocated in part to the funding of other assets
of the Conduit Investor); provided that if any component of such rate is a discount rate,
in calculating the “CP Rate” for such Portion of Investment for such Rate Period, such
Conduit Investor shall for such component use the rate resulting from converting such discount rate
to an interest bearing equivalent rate per annum.



“Credit and Collection Policy” means the Originators’ credit and collection policy or
policies and practices relating to Receivables as in effect on the Closing Date and set forth in
Exhibit B, as modified, from time to time, in compliance with Sections 6.1(a)(vii)
and 6.2(c).



“Days Sales Outstanding” means, for any Calculation Period, the product, rounded
upward, if necessary, to the next higher whole number, obtained by multiplying (a) 121 by
(b) the quotient obtained by dividing (i) the aggregate Unpaid Balance of Receivables as
of the most recent Month End Date by (ii) the aggregate amount of sales giving rise to Receivables
originated during the consecutive four (4) month period ended on the most recent Month End Date.



“Debtor Relief Laws” means any applicable liquidation, conservatorship, bankruptcy,
moratorium, rearrangement, insolvency, fraudulent conveyance, reorganization, or similar Laws
affecting the rights, remedies, or recourse of creditors generally, including the Bankruptcy Code
and all amendments thereto, as are in effect from time to time.



“Deemed Collections” means any Collections on any Receivable deemed to have been
received pursuant to Sections 2.6.



“Default Rate” means a per annum rate equal to the sum of (a) the Base Rate
plus (b) 2.00%.



“Default Ratio” means, for any Calculation Period, the ratio (expressed as a
percentage) computed as of the most recent Month End Date of (a) the sum of (i) the aggregate
initial Unpaid Balance of all Receivables as to which, as of such Month End Date, any payment, or
any part thereof, remained unpaid 91 days or more, but not more than 120 days, from the original
due date thereof, plus (without duplication) (ii) the aggregate initial Unpaid Balance of
all Charged-Off Receivables arising as of such Month End Date, divided by (b) the aggregate
amount of sales by the Originators giving rise to Receivables in the fourth month prior to the
month of determination.


 


7









 





“Defaulted Receivable” means a Receivable as to which any payment, or part thereof,
remains unpaid for 61 days or more from the original due date for such payment.



“Delinquency Ratio” means, for any Calculation Period, the ratio (expressed as a
percentage) equal to the quotient of (a) the aggregate Unpaid Balance of all Delinquent Receivables
as of the most recent Month End Date divided by (b) the aggregate amount of sales by the
Originator giving rise to the Receivables in the third month prior to the month of determination.



“Delinquent Receivable” means a Receivable: (a) as to which any payment, or part
thereof, remains unpaid for 31 days or more from the original due date for such payment and (b)
which is not a Defaulted Receivable.



“Dilution” means, on any date, an amount equal to the sum, without duplication, of
the aggregate reduction effected on such day in the Unpaid Balances of the Receivables
attributable to any non-cash items including credits, rebates, billing errors, sales or similar
taxes, cash discounts, volume discounts, allowances, disputes (it being understood that a
Receivable is “subject to dispute” only if and to the extent that, in the reasonable good faith
judgment of the applicable Originator (which shall be exercised in the ordinary course of
business) such Obligor’s obligation in respect of such Receivable is reduced on account of any
performance failure on the part of such Originator), set-offs, counterclaims, chargebacks,
returned or repossessed goods, sales and marketing discounts, warranties, any unapplied credit
memos and other adjustments that are made in respect of Obligors; provided that writeoffs
related to an Obligor’s bad credit, inability to pay or insolvency shall not constitute Dilution,
and contractual adjustments to the amounts payable by the Obligor that are eliminated from the
Receivables balance sold through a reduction in purchase price shall not constitute Dilution.



“Dilution Horizon Ratio” means, for any Calculation Period, the greater of (a) 200%
and (b) the ratio (expressed as a percentage) computed as of the most recent Month End Date by
dividing (i) the aggregate initial Unpaid Balance of sales by the Originators giving rise to
Receivables during the calendar month and the two preceding calendar months ended on such Month End
Date by (ii) the Aggregate Unpaid Balance as of such Month End Date.



“Dilution Ratio” means, for any Calculation Period, the ratio (expressed as a
percentage) computed as of the most recent Month End Date by dividing (a) the aggregate Dilution
incurred during such period, by (b) the aggregate amount of sales by the Originators giving
rise to Receivables in the month prior to the month of determination.



“Dilution Reserve Percentage” means, for any Calculation Period, a percentage equal to:








	 
	where:







	 	 	 	 	 
	SF

	 	=
	 	the Stress Factor;
	 
	 	 	 	 
	EDR

	 	=
	 	the Expected Dilution Ratio;






 


8









 





	 	 	 	 	 
	DS

	 	=
	 	the Dilution Spike; and
	 
	 	 	 	 
	DHR

	 	=
	 	the Dilution Horizon Ratio.






“Dilution Spike” means, as of any date of determination, the highest average Dilution
Ratio for any two consecutive calendar months during the immediately preceding 12 calendar months.




“Dollar” or “$” means the lawful currency of the United States.




“Downgrade Collateral Account” is defined in Section 3.2(a).




“Downgrade Draw” is defined in Section 3.2(a).



“Eligible Investments” means any of the following investments denominated and payable
solely in Dollars: (a) readily marketable debt securities issued by, or the full and timely payment
of which is guaranteed by the full faith and credit of, the federal government of the United
States, (b) insured demand deposits, time deposits and certificates of deposit of any commercial
bank rated “A-1+” by S&P, “P-1” by Moody’s and “A-1+” by Fitch (if rated by Fitch), (c) no load
money market funds rated in the highest ratings category by each of the Rating Agencies (without
the “r” symbol attached to any such rating by S&P), and (d) commercial paper of any corporation
incorporated under the laws of the United States or any political subdivision thereof, provided
that such commercial paper is rated “A-1+” by S&P, “P-1” by Moody’s and “A-1+” by Fitch (if rated
by Fitch) (without the “r” symbol attached to any such rating by S&P).




“Eligible Obligor” means, at any time, any Obligor:



(a) which is a United States resident (or, if a corporation or other registered organization,
is organized and in existence under the laws of the United States or any state or political
subdivision thereof);




(b) which is not an Affiliate or employee of any of the originators, SPV or Servicer;




(c) which is not an Official Body; and



(d) which does not have more than 35.0% of Defaulted Receivables with respect to the
Receivables owed by such Obligor.




“Eligible Receivable” means, at any time, any Receivable:




(a) which was originated by an Originator in the ordinary course of its business;



(b) (i) with respect to which each of the applicable Originator and the SPV 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; (ii)
which has been billed to the relevant Obligor; and (iii) which,



 


9









 





according to the Contract related thereto, is required to be paid in full within 60 days of the
original billing date therefor, provided, however, that up to 3.5% of the Aggregate
Unpaid Balance may consist of Extended Term Receivables and 9.0% of the Aggregate Unpaid Balance
may consist of Agricultural Receivables, provided, further, that the Administrative
Agent may deem any Extended Term Receivable or Agricultural Receivable to be ineligible at any time
in its discretion upon twenty (20) days advance written notice to the SPV;



(c) which was originated in accordance with and satisfies in all material respects all
applicable requirements of the Credit and Collection Policy;



(d) which has been sold or contributed to the SPV pursuant to (and in accordance with) the
First Tier Agreement and to which the SPV has good and marketable title, free and clear of all
Adverse Claims;




(e) the Obligor of which has been directed to make all payments to a Blocked Account;



(f) which is assignable without the consent of, or notice to, the Obligor thereunder unless
such consent has been obtained and is in effect or such notice has been given;



(g) which, together with the related Contract, is in full force and effect and constitutes the
legal, valid and binding obligation of the related Obligor enforceable against such Obligor in
accordance with its terms and is not subject to any asserted litigation, dispute, offset, holdback,
counterclaim or other defense; provided that with respect to offsets and holdbacks only the portion
of such Receivable that is the subject of such offset or holdback shall be deemed to be ineligible
pursuant to the terms of this clause (g);




(h) which is denominated and payable only in Dollars in the United States;




(i) which is not a Defaulted Receivable;




(j) which is not a Charged-Off Receivable;



(k) which has not been compromised, adjusted or modified (including by the extension of time
for payment or the granting of any discounts, allowances or credits) in a manner not otherwise
authorized by this Agreement; provided that only such portion of such Receivable that is the
subject of such compromise, adjustment or modification shall be deemed to be ineligible pursuant
to the terms of this clause (l);



(l) which is an “account” within the meaning of Article 9 of the UCC of all applicable
jurisdictions and is not evidenced by instruments or chattel paper;



(m) which, together with the Contract related thereto, does not contravene in any material
respect any Laws applicable thereto (including Laws relating to truth in lending, fair credit
billing, fair credit reporting, equal credit opportunity, fair debt collection practices and
privacy);


 


10









 





(n) the assignment of which under the First Tier Agreement by the applicable Originator to the
SPV and hereunder by the SPV to the Agent does not violate, conflict or contravene any applicable
Law or any enforceable contractual or other restriction, limitation or encumbrance;



(o) such Receivable is not a Receivable which arose as a result of the sale of consigned
inventory owned by a third party or a sale in which the Originator acted as agent of any other
Person or otherwise not as principal;



(p) such Receivable has not been selected for funding under the Facility pursuant to any
“adverse selection” procedures;



(q) such Receivable is not an Impaired Eligible Receivable, provided that if such Receivable
is an Impaired Eligible Receivable it shall be deemed to be an Deemed Collection;



(r) which (together with the Related Security related thereto) has been the subject of either
a valid transfer and assignment from, or the grant of a first priority perfected security interest
therein by, the SPV to the Agent, on behalf of the Investors, of all of the SPV’s right, title and
interest therein, effective until the Final Payout Date (unless repurchased by the SPV at an
earlier date pursuant to this Agreement); and




(s) the Obligor of which is an Eligible Obligor.



“Equity Interests” means, with respect to any Person, any and all shares, interests,
participations or other equivalents, including membership interests (however designated, whether
voting or non-voting or whether certificated or not certificated), of capital of such Person,
including, if such Person is a partnership, partnership interests (whether general or limited) and
any other interest or participation that confers on a Person the right to receive a share of the
profits and losses of, or distributions of assets of, such partnership, whether outstanding on the
date hereof or issued thereafter.



“ERISA” means the U.S. Employee Retirement Income Security Act of 1974 and any
regulations promulgated and rulings issued thereunder.



“ERISA Affiliate” means, with respect to any Person, any corporation, partnership,
trust, sole proprietorship or trade or business which, together with such Person, is treated as a
single employer under Section 414(b) or (c) of the Code or, with respect to any liability for
contributions under Section 302(c) of ERISA, Section 414(m) or Section 414(o) of the Code.



“Eurodollar Reserve Percentage” means, for any day during any Rate Period, the
reserve percentage (expressed as a decimal, rounded upward to the next 1/100th of 1%) in effect on
such day, whether or not applicable to any Investor, under regulations issued from time to time by
the Board of Governors of the Federal Reserve System for determining the maximum reserve
requirement (including any emergency, supplemental or other marginal reserve requirement) with
respect to Eurocurrency funding (currently referred to as “eurocurrency liabilities”). The
Offshore Rate shall be adjusted automatically as of the effective date of any change in the
Eurodollar Reserve Percentage.


 


11









 





“Event of Bankruptcy” means, with respect to any Person, (a) that such Person becomes
unable or admits in writing its inability or fails generally to pay its debts as they become due;
(b) that any writ or warrant of attachment or execution or similar process is issued or levied
against all or any material part of the property of any such Person and is not released, vacated or
fully bonded within thirty (30) days after its issue or levy; (c) that such Person institutes or
consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment
for the benefit of creditors, or applies for or consents to the appointment of any receiver,
trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or
any material part of its property; or (d) that any receiver, trustee, custodian, conservator,
liquidator, rehabilitator or similar officer is appointed without the application or consent of
such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or
(e) that any proceeding under any Debtor Relief Law relating to any such Person or to all or any
material part of its property is instituted without the consent of such Person and continues
undismissed or unstayed for sixty (60) calendar days, or an order for relief is entered in any such
proceeding.




“Excluded Amounts” is defined in Section 4.1(s).



“Excluded Taxes” means, with respect to the Managing Agent, any Investor, any other
Secured Party, or any other recipient of any payment to be made by or on account of any obligation
of a payor hereunder, (a) taxes imposed on or measured by its overall net income (however
denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction
(or any political subdivision thereof) under the Laws of which such recipient is organized or in
which its principal office is located or, in the case of any Investor, in which its applicable
Funding Office is located, (b) any branch profits taxes imposed by the United States or any similar
tax imposed by any other jurisdiction in which the payor is located and (c) in the case of a
Foreign Investor, any withholding tax that is imposed on amounts payable to such Foreign Investor
at the time such Foreign Investor becomes a party hereto (or designates a new Funding Office) or is
attributable to such Foreign Investor’s failure or inability (other than as a result of a Change in
Law) to comply with Section 9.5) except to the extent that such Foreign Investor (or its
assignor, if any) was entitled, at the time of designation of a new Funding Office (or assignment),
to receive additional amounts from the SPV with respect to such withholding tax pursuant to
Section 9.4.



“Expected Dilution Ratio” means, for any Calculation Period, the average of the
Dilution Ratios for the 12 calendar months ending on the most recent Month End Date.



“Extended Term Receivable” means any Eligible Receivable with a maturity greater than
60 days but less than 91 days.




“Facility Fee” is defined in the Fee Letter.



“Facility Limit” means at any time $137,700,000, as such amount may be reduced in
accordance with Section 2.16; provided that such amount may not at any time exceed
the aggregate Commitments then in effect.



“Federal Funds Rate” means, for any day, the rate per annum (rounded upwards, if
necessary, to the nearest 1/100 of 1%) equal to the weighted average of the rates on overnight




 


12









 







Federal funds transactions with members of the Federal Reserve System arranged by Federal funds
brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next
succeeding such day; provided that (a) if such day is not a Business Day, the Federal
Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day
as so published on the next succeeding Business Day, and (b) if no such rate is so published on
such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate
charged to the applicable Managing Agent on such day on such transactions as determined by it.



“Fee Letter” means, as applicable, (i) the confidential letter agreement among the SPV
and the Managing Agent for the Bank of America Investor Group and (ii) each confidential letter
agreement entered into by the SPV with any Managing Agent for an Investor Group that becomes a
party to this Agreement on or after the Closing Date.



“Final Payout Date” means the date, after the Termination Date, on which the Net
Investment has been reduced to zero, all accrued Servicing Fees have been paid in full and all
other Aggregate Unpaids have been paid in full in cash.



“First Tier Agreement” means the Sale Agreement, dated as of the Closing Date, among
the Originators and the SPV.




“Fluctuation Factor” means 1.2.



“Foreign Investor” means any Investor that is not (i) a citizen or resident of the
jurisdiction in which the SPV is resident for tax purposes, or (ii) a corporation, partnership,
national bank association trust, or other entity created or organized in or under the laws of the
jurisdiction referenced in clause (i) or any estate or trust that is subject to taxation by such
jurisdiction regardless of the source of its income. For purposes of this definition, the United
States, each state thereof, and the District of Columbia shall be deemed to constitute a single
jurisdiction.



“Funding Office” of an Investor means the office from which such Investor funds its
Investment.



“GAAP” means generally accepted accounting principles set forth in the opinions and
pronouncements of the Accounting Principles Board of the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting Standards Board or in
such other statements by such accounting profession, in effect from time to time.



“Greif Guaranty” means the Guaranty dated as of the date hereof (as hereafter amended,
supplemented or restated) delivered by Greif, Inc. to the Persons named therein in relation to the
obligations of the Originators and the Servicer under the Transaction Documents.



“Guarantee” means, with respect to any Person, (a) any obligation, contingent or
otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any
Indebtedness or other obligation payable or performable by another
Person (the “primary
obligor”) in any manner, whether directly or indirectly, and including any obligation of such




 


13









 







Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or
payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities
or services for the purpose of assuring the obligee in respect of such Indebtedness or other
obligation of the payment or performance of such Indebtedness or other obligation, (iii) to
maintain working capital, equity capital or any other financial statement condition or liquidity or
level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such
Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other
manner the obligee in respect of such Indebtedness or other obligation of the payment or
performance thereof or to protect such obligee against loss in respect thereof (in whole or in
part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation
of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person
(or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such
Lien). The amount of any Guarantee shall be deemed to be an amount equal to the stated or
determinable amount of the related primary obligation, or portion thereof, in respect of which such
Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability
in respect thereof as determined by the guaranteeing Person in good faith. The term
“Guarantee” as a verb has a corresponding meaning.



“Impaired Eligible Receivable” means an Eligible Receivable which contains a
confidentiality provision that purports to restrict the ability of the SPV or its assignees to
exercise their rights under the related Contract or the First Tier Agreement, including, without
limitation, the SPV’s or its assignees’ right to review such Contract.



“Indebtedness” means, as to any Person at a particular time, without duplication, all
of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:



(a) all obligations of such Person for borrowed money and all obligations of such Person
evidenced by bonds, debentures, notes, loan agreements or other similar instruments;



(b) the maximum amount of all direct or contingent obligations of such Person arising under
letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties,
surety bonds and similar instruments;




(c) net obligations of such Person under any Swap Contract;



(d) all obligations of such Person to pay the deferred purchase price of property or services
(other than trade accounts and other accrued liabilities incurred payable in the ordinary course
of business);



(e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or
being purchased by such Person (including indebtedness arising under conditional sales or other
title retention agreements), whether or not such indebtedness shall have been assumed by such
Person or is limited in recourse;



(f) all Attributable Indebtedness in respect of Capitalized Leases, Synthetic Lease
Obligations and Synthetic Debt of such Person; and


 


14









 






(g) all Guarantees of such Person in respect of any of the foregoing.



For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any
partnership or joint venture (other than a joint venture that is itself a corporation, limited
liability company or other entity the obligations of which are not, by operation of law, the joint
or several obligations of the holders of its Equity Interests) in which such Person is a general
partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person
or such Indebtedness would not be required to be consolidated with the other Indebtedness of such
Person under GAAP. 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.




“Indemnified Amounts” is defined in Section 9.1.




“Indemnified Parties” is defined in Section 9.1.



“Interest Component” means, at any time of determination for any Conduit Investor,
the aggregate Yield accrued and to accrue through the end of the current Rate Period for the
Portion of Investment accruing Yield calculated by reference to the CP Rate at such time
(determined for such purpose using the CP Rate most recently determined by its Administrator).



“Interest Coverage Ratio” has the meaning assigned to such term in the Senior Credit
Agreement.




“Investment” is defined in Section 2.2(a).




“Investment Date” is defined in Section 2.3(a).




“Investment Request” means each request substantially in the form of Exhibit C.



“Investor(s)” means the Conduit Investors, the Committed Investors and/or the
Uncommitted Investors, as the context may require.




“Investor Group” means each of the following groups of Investors:



(a) YC SUSI, any Conduit Assignee thereof, Bank of America, as Administrator and Managing
Agent, and the YC SUSI Committed Investors from time to time party hereto (the “Bank of America
Investor Group”); and



(b) any Conduit Investor, its Administrator, its Managing Agent and its related Committed
Investors from time to time party hereto.



“Investor Group Percentage” means, for any Investor Group, the percentage equivalent
(carried out to five decimal places) of a fraction the numerator of which is the aggregate amount
of the Commitments of all Committed Investors in that Investor Group and the denominator of which
is the sum of such numerators for each of the Investor Groups.



“Law” means any law (including common law), constitution, statute, treaty,
regulation, rule, ordinance, order, injunction, writ, decree, judgment or award of any Official
Body.


 


15









 






“Leverage Ratio” has the meaning assigned to such term in the Senior Credit
Agreement.



“Lien” means any mortgage, pledge, hypothecation, assignment, encumbrance, lien
(statutory or other), charge, or preference, priority or other security interest or preferential
arrangement in the nature of a security interest of any kind or nature whatsoever (including any
conditional sale or other title retention agreement and any financing lease having substantially
the same economic effect as any of the foregoing).



“Loss Horizon Ratio” means, for any Calculation Period, the quotient, expressed as a
percentage, of (a) the aggregate initial Unpaid Balance of Eligible Receivables which arose during
the period ending on the most recent Month End Date and the three immediately preceding Calculation
Periods, divided by (b) the aggregate initial Unpaid Balance of Eligible Receivables at the
most recent Month End Date.



“Loss Reserve Ratio” means, for any Calculation Period, the product of (a) the Stress
Factor, (b) the highest three-month average, during the twelve-month period ending on the most
recent Month End Date, of the Default Ratio and (c) the Loss Horizon Ratio for such Calculation
Period.



“Majority Investors” means, at any time, those Committed Investors that hold
Commitments aggregating in excess of fifty percent (50%) of the Facility Limit as of such date
(or, if the Commitments shall have been terminated, the Investors
whose aggregate pro rata
shares of the Net Investment exceed fifty percent (50%) of the Net Investment).



“Managing Agent” means, with respect to any Investor Group, the Person acting as
Managing Agent for such Investor Group and designated as such on the signature pages hereto or in
any Assignment and Assumption Agreement for such Investor Group under this Agreement, and each of
its successors and assigns.



“Material Adverse Effect” means any change, effect, event, occurrence, state of facts
or development that materially and adversely affects (a) the collectibility of a material portion
of the Receivables, (b) the operations, business, properties, liabilities (actual or contingent),
or condition (financial or otherwise) of the SPV individually or Greif and its consolidated
Subsidiaries (taken as a whole), (c) the ability of the SPV, the Servicer or any of the Originators
to perform its respective material obligations under the Transaction Documents to which it is a
party, or (d) the rights of or benefits available to the Agent, the Managing Agents or the
Investors under the Transaction Documents.



“Material Subsidiary” has the meaning assigned to such term in the Senior Credit
Agreement.



“Maturity Date” means the fifth anniversary of the Closing Date unless otherwise
extended with the consent of each Managing Agent.



“Maximum Commitment” means, as of any date of determination, the sum of the maximum
Commitments of all Committed Investors hereunder.


 


16









 





“Maximum Net Investment” means, at any time, an amount equal to the Facility Limit
divided by 1.02.



“Measurement Period” means, at any date of determination, the most recently completed
four fiscal quarters of Greif, Inc. or any other Originator, as applicable.



“Minimum Percentage” means, for any Calculation Period, the sum of (a) 0.15
plus (b) the product of (i) the Expected Dilution Ratio and (ii) the Dilution Horizon
Ratio.




“Month End Date” means the last day of each calendar month.



“Moody’s” means Moody’s Investors Service, Inc., or any successor that is a nationally
recognized statistical rating organization.




“Multiemployer Plan” is defined in Section 4001(a)(3) of ERISA.



“Net Investment” at any time means (a) the cash amounts paid to the SPV pursuant to
Sections 2.2 and 2.3, together with the amount of any funding under a Program
Support Agreement allocated to the Interest Component at the time of such funding less (b) the
aggregate amount of Collections theretofore received and applied by the Agent to reduce such Net
Investment pursuant to Section 2.12; provided that the Net Investment shall be
restored and reinstated in the amount of any Collections so received and applied if at any time
the distribution of such Collections is rescinded or must otherwise be returned for any reason;
and provided further that the Net Investment shall be increased by the amount described in
Section 3.1(b) as described therein.



“Net Pool Balance” means, at any time, (a) the Aggregate Unpaid Balance at such time,
minus (b) the sum of (i) the aggregate Unpaid Balances of such Eligible Receivables that
have become Defaulted Receivables, (ii) for each category of Receivables subject to a
Concentration Limit, the amount by which the Unpaid Balances of any Eligible Receivable or
category of Eligible Receivables exceeds the applicable Concentration Limits set forth in the
definition of “Concentration Limit”, and (iii) without duplication of clause (i), the
aggregate Unpaid Balance of any Impaired Eligible Receivables identified as such by or to the
Servicer.



“Obligor” means, with respect to any Receivable, the Person obligated to make
payments in respect of such Receivable pursuant to a Contract.



“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 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, in each case whether foreign or
domestic.




“Offshore Base Rate” means, for any Rate Period:




(i) the rate per annum (carried out to the fifth decimal place) equal to
the rate determined by the applicable Managing Agent to be the offered rate that


 


17









 






appears on the page of the Telerate, Inc. screen that displays an average British
Bankers Association Interest Settlement Rate (such page currently being page number
3750) for deposits in Dollars (for delivery on the first day of such Rate Period) with
a term equivalent to such Rate Period, determined as of approximately 11:00 a.m.
(London time) two (2) Business Days prior to the first day of such Rate Period, or




(ii) in the event the rate referenced in the preceding subsection (i) does
not appear on such page or service or such page or service shall cease to be available,
the rate per annum (carried to the fifth decimal place) equal to the rate determined by
the applicable Managing Agent to be the offered rate on such other page or other
service that displays an average British Bankers Association Interest Settlement Rate
for deposits in Dollars (for delivery on the first day of such Rate Period) with a term
equivalent to such Rate Period, determined as of approximately
11:00 a.m. (London time)
two (2) Business Days prior to the first day of such Rate Period, or




(iii) in the event the rates referenced in the preceding subsections (i)
and (ii) are not available, the rate per annum determined by the applicable
Managing Agent as the rate of interest at which Dollar deposits (for delivery on the
first day of such Rate Period) in same day funds in the approximate amount of the
applicable Portion of Investment to be funded by reference to the Offshore Rate and
with a term equivalent to such Rate Period would be offered by its London Branch to
major banks in the offshore dollar market at their request at approximately 11:00 a.m.
(London time) two (2) Business Days prior to the first day of such Rate Period.



“Offshore Rate” means, for any Rate Period, a rate per annum determined by the
applicable Managing Agent pursuant to the following formula:



	 	 	 
	Offshore Rate =
	 	Offshore Base Rate
	 	 
	 	1.00 — Eurodollar Reserve Percentage







“Originator” is defined in the Preamble.



“Pension Plan” means an employee pension benefit plan as defined in Section 3(2) of
ERISA, which is subject to Title IV of ERISA (other than a Multiemployer Plan) and to which any
Originator, the SPV or an ERISA Affiliate of any of them may have any liability, including any
liability by reason of having been a substantial employer within the meaning of Section 4063 of
ERISA or by reason of being deemed to be a contributing sponsor under Section 4069 of ERISA.



“Person” means an individual, partnership, limited liability company, corporation,
joint stock company, trust (including a business trust), unincorporated association, joint
venture, firm, enterprise, Official Body or any other entity.




“Portion of Investment” is defined in Section 2.4(a).


 


18









 





“Potential Termination Event” means an event which but for the lapse of time or the
giving of notice, or both, would constitute a Termination Event.



“Pro Rata Share” means, with respect to a Committed Investor and a particular
Investor Group at any time, the Commitment of such Committed Investor, divided by the sum
of the Commitments of all Committed Investors in such Investor Group (or, if the Commitments shall
have been terminated, its pro rata share of the Net Investment funded by such Investor
Group).




“Program Fee” is defined in the Fee Letter.



“Program Support Agreement” means and includes, with respect to any Conduit Investor,
any agreement entered into by any Program Support Provider providing for the issuance of one or
more letters of credit for the account of the Conduit Investor (or any related commercial paper
issuer that finances the Conduit Investor), the issuance of one or more surety bonds for which the
Conduit Investor (or such related issuer) is obligated to reimburse the applicable Program Support
Provider for any drawings thereunder, the sale by the Conduit Investor (or such related issuer) to
any Program Support Provider of the Asset Interest (or portions thereof or participations therein)
and/or the making of loans and/or other extensions of credit to the Conduit Investor (or such
related issuer) in connection with its commercial paper program, together with any letter of
credit, surety bond or other instrument issued thereunder.



“Program Support Provider” means and includes, with respect to any Conduit Investor,
any Person now or hereafter extending credit or having a commitment to extend credit to or for the
account of, or to make purchases from, the Conduit Investor (or any related commercial paper issuer
that finances the Conduit Investor) or issuing a letter of credit, surety bond or other instrument
to support any obligations arising under or in connection with the Conduit Investor’s (or such
related issuer’s) commercial paper program.



“Rate Period” means (a) with respect to any Portion of Investment funded by the
issuance of Commercial Paper, (i) initially the period commencing on (and including) the date of
the initial purchase or funding of such Portion of Investment and ending on (and including) the
last day of the current calendar month, and (ii) thereafter, each period commencing on (and
including) the first day after the last day of the immediately preceding Rate Period for such
Portion of Investment and ending on (and including) the last day of the current calendar month; and
(b) with respect to any Portion of Investment not funded by the issuance of Commercial Paper, (i)
initially the period commencing on (and including) the date of the initial purchase or funding of
such Portion of Investment and ending on (but excluding) the next following Settlement Date, and
(ii) thereafter, each period commencing on (and including) a Settlement Date and ending on (but
excluding) the next following Settlement Date; provided that




(A) any Rate Period with respect to any Portion of Investment (other than any Portion of
Investment accruing Yield at the CP Rate) that 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 Rate Period is computed by reference to the Offshore Rate, and such
Rate 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 Rate Period shall end on
the next preceding Business Day;


 


19









 






(B) in the case of any Rate Period for any Portion of Investment that commences before
the Termination Date and would otherwise end on a date occurring after the Termination Date,
such Rate Period shall end on such Termination Date and the duration of each Rate Period
which commences on or after the Termination Date shall be of such duration as shall be
selected by such Managing Agent; and




(C) any Rate Period in respect of which Yield is computed by reference to the CP Rate
may be terminated at the election of, and upon notice thereof to the SPV by, the applicable
Managing Agent any time, in which case the Portion of Investment allocated to such terminated
Rate Period shall be allocated to a new Rate Period commencing on (and including) the date of
such termination and ending on (but excluding) the next following Settlement Date, and shall
accrue Yield at the Alternate Rate.




“Rate Type” means the Offshore Rate, the Base Rate or the CP Rate.



“Receivable” means any right to payment owed by any Obligor or evidenced by a Contract
arising in connection with the sale of goods or the rendering of services by an Originator or any
right of an Originator or the SPV to payment from or on behalf of an Obligor, in respect of any
scheduled payment of interest, principal or otherwise under a Contract, or any right to
reimbursement for funds paid or advanced by an Originator or the SPV on behalf of an Obligor under
such Contract, whether constituting an account, chattel paper, instrument, payment intangible, or
general intangible, (whether or not earned by performance), together with all supplemental or
additional payments required by the terms of such Contract with respect to insurance, maintenance,
ancillary products and services and any other specific charges (including the obligation to pay any
finance charges, fees and other charges with respect thereto), other than a Retained Receivable.




“Recipient” is defined in Section 2.10.



“Records” means all Contracts and other documents, purchase orders, invoices,
agreements, books, records and any other media, materials or devices for the storage of
information (including tapes, disks, punch cards, computer programs and databases and related
property) maintained by the SPV, any Originator or the Servicer with respect to the Receivables,
any other Affected Assets or the Obligors.




“Register” is defined in Section 11.8.




“Reinvestment” is defined in Section 2.2(b).



“Reinvestment Period” means the period commencing on the Closing Date and ending on
the Termination Date.



“Related Committed Investor” means, with respect to any Uncommitted Investor, the
Committed Investors in such Uncommitted Investor’s Investor Group.



“Related Security” means, with respect to any Receivable, all of the applicable
Originator’s (without giving effect to any transfer under the First Tier Agreement) or the SPV’s
rights, title and interest in, to and under:


 


20









 





(a) any goods (including returned or repossessed goods) and documentation or title evidencing
the shipment or storage of any goods relating to any sale giving rise to such Receivable;



(b) all other Liens and property subject thereto from time to time, if any, purporting to
secure payment of such Receivable, whether pursuant to the related Contract or otherwise, together
with all financing statements and other filings authorized by an Obligor relating thereto;



(c) all guarantees, indemnities, warranties, letters of credit, insurance policies and
proceeds and premium refunds thereof and other agreements or arrangements of any kind from time to
time supporting or securing payment of such Receivable, whether pursuant to the Contract related to
such Receivable or otherwise;



(d) all records, instruments, documents and other agreements (including any Contract with
respect thereto) related to such Receivable;



(e) all Collections with respect to such Receivable and all of the SPV’s or the applicable
Originator’s right, title and interest in and to any deposit or other account (including the
Blocked Accounts and the Collection Account) into which such Collections may be deposited or
received; and




(f) all proceeds of the foregoing.



“Reportable Event” means any event, transaction or circumstance which is required to
be reported with respect to any Pension Plan under Section 4043 of ERISA and the applicable
regulations thereunder.




“Reporting Date” is defined in Section 2.8.




“Required Downgrade Assignment Period” is defined in Section 3.2(a).



“Required Reserves” at any time means the product of (x) the Net Pool Balance and (y)
the sum of (a) the Yield Reserve, plus (b) the Servicing Fee Reserve, plus (c) the
greater of (i) the sum of the Loss Reserve Ratio and the Dilution Reserve Percentage and (ii) the
Minimum Percentage, each as in effect at such time.



“Responsible Officer” means: (a) in the case of a corporation, its president, senior
vice president, executive vice president or treasurer, and, in any case where two Responsible
Officers are acting on behalf of such corporation, the second such Responsible Officer may be a
secretary or assistant secretary; (b) in the case of a limited partnership, the Responsible Officer
of the general partner, acting on behalf of such general partner in its capacity as general
partner; and (c) in the case of a limited liability company, the chairman, chief executive officer,
president, chief operating officer, chief financial officer, executive vice president or senior
vice president of such limited liability company or of the manager, managing member or sole member
of such limited liability company, acting on behalf of such manager, managing member or sole member
in its capacity as manager, managing member or sole member.


 


21









 






“Restricted Payments” is defined in Section 6.2(l).




“Retained Receivable” has the meaning provided in the First Tier Agreement.



“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill
Companies, Inc., or any successor that is a nationally recognized statistical rating organization.



“Secured Parties” means the Investors, the Agent, each Managing
Agent, each Administrator and the Program Support Providers.




“Senior Credit Agreement” means:



(a) the Credit Agreement dated as of March 2, 2005 (as amended, restated, supplemented or
otherwise modified and in effect from time to time), by and among Greif, Inc., Greif Spain
Holdings, S.L., sociedad unipersonal, a private limited liability company (sociedad de
responsabilidad limitada), organized under the laws of Spain, Greif Bros. Canada Inc., a
corporation continued and existing under the laws of Canada, Greif UK Ltd., a company organized
under the laws of England and Wales, Greif International Holding B.V., a private limited liability
company (besloten vennootschap met beperlite aansprakelijkheid) organized under the laws of The
Netherlands with statutory seat in Amstelveen, The Netherlands, and Greif Australia PTY. Ltd., a
corporation organized under the laws of the Australian Capital Territory, the financial
institutions party thereto, including Deutsche Bank AG, New York Branch, in their capacities as
lenders thereunder and Deutsche Bank AG, New York Branch, as administrative agent; or



(b) if the agreement referred to in paragraph (a) is terminated or cancelled, any secured or
unsecured revolving credit or term loan agreement between or among Greif, Inc., as borrower, and
any bank or banks or financial institutions, as lenders(s), for borrowed monies to be used for
general corporate purposes of Greif, Inc. and/or its Subsidiaries, with an original term of not
less than 3 years and an original aggregate loan commitment of at least U.S.$250,000,000 or the
equivalent thereof in any other currency and, if there is more than one such revolving credit or
term loan agreement, then such agreement which involves the greatest original aggregate loan
commitment(s) and, as between agreements having the same aggregate original loan commitment(s),
then the one which has the most recent date; or



(c) if the agreement referred to in paragraph (a) above and all agreements, if any, which
apply under paragraph (b) have been terminated or cancelled, then so long as paragraph (b) does not
apply as the result of one or more new agreements being entered into, the agreement which is the
last such agreement under paragraph (a) or (b) to be so terminated or cancelled as in effect (for
purposes of this definition) pursuant to such paragraphs immediately prior to such termination or
cancellation.




“Servicer” is defined in the Preamble.




“Servicer Default” is defined in Section 7.5.



 


22









 






“Servicer Indemnified Amounts” is defined in Section 9.2.




“Servicer Indemnified Parties” is defined in Section 9.2.



“Servicer Report” means a report, in substantially the form attached hereto as
Exhibit D or in such other form as is mutually agreed to by the SPV, the Servicer and the
Agent, furnished by the Servicer pursuant to Section 2.8.



“Servicing Fee” means the fees payable to the Servicer from Collections, in an amount
equal to either (i) at any time when the Servicer is an
Affiliate of Greif, Inc., 1.0% per annum on the weighted daily average of the aggregate Unpaid Balances of the Receivables for the
preceding calendar month, or (ii) at any time when the Servicer is not an Affiliate of Greif, Inc.,
the amount determined upon the agreement of the Servicer, and the Agent, payable in arrears on each
Settlement Date from Collections pursuant to, and subject to the priority of payments set forth in,
Section 2.12. With respect to any Portion of Investment, the Servicing Fee allocable
thereto shall be equal to the Servicing Fee determined as set forth above, times a
fraction, the numerator of which is the amount of such Portion of Investment and the denominator of
which is the Net Investment.



“Servicing Fee Reserve” means, at any time, an amount equal to the sum of (a) the
current Servicing Fee rate, plus (b) the product of (i) a fraction, the numerator of which
is the Days Sales Outstanding and the denominator of which is 360 multiplied by (ii) the
aggregate Unpaid Balance of all Receivables.



“Settlement Date” means (a) prior to the Termination Date, the 17th day of
each calendar month (or, if such day is not a Business Day, the immediately succeeding Business
Day) or such other day as agreed upon in writing by the SPV and the Agent, after consultation with
the Managing Agents, and (b) for any Portion of Investment on and after the Termination Date, each
day selected from time to time by the Agent, after consultation with the Managing Agents (it being
understood that the Agent may select such Settlement Date to occur as frequently as daily) or, in
the absence of any such selection, the date which would be the Settlement Date for such Portion of
Investment pursuant to clause (a) of this definition.




“Solvent” has the meaning provided in the First Tier Agreement.




“Stress Factor” means 2.25.




“SPV” is defined in the Preamble.



“Subsidiary” means, with respect to any Person, any corporation or other Person (a) of
which securities or other ownership interests having ordinary voting power to elect a majority of
the board of directors or other Persons performing similar functions are at the time directly or
indirectly owned by such Person or (b) that is directly or indirectly controlled by such Person
within the meaning of control under Section 15 of the Securities Act of 1933.



“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




 


23









 







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.



“Synthetic Debt” means, with respect to any Person as of any date of determination
thereof, all obligations of such Person in respect of transactions entered into by such Person
that are intended to function primarily as a borrowing of funds (including any minority interest
transactions that function primarily as a borrowing) but are not otherwise included in the
definition of “Indebtedness” or as a liability on the consolidated balance sheet of such Person
and its Subsidiaries in accordance with GAAP.



“Synthetic Lease Obligation” means the monetary obligation of a Person under (a) a
so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or
possession of property (including sale and leaseback transactions), in each case, creating
obligations that do not appear on the balance sheet of such Person but which, upon the application
of any Debtor Relief Laws to such Person, would be characterized as the indebtedness of such Person
(without regard to accounting treatment).




“Taxes” is defined in Section 9.4(a).



“Termination Date” means the earliest of (a) the Business Day designated by the SPV to
the Agent and the Managing Agents as the Termination Date at any time following not less than five
(5) days’ written notice to the Agent and the Managing Agents, (b) the day upon which the
Termination Date is declared or automatically occurs pursuant to Section 8.2, (c) the day
that is five (5) Business Days prior to the Commitment Termination Date and (d) the Maturity Date.




“Termination Event” is defined in Section 8.1.



“Termination and Payoff Letter” means that certain letter agreement, dated the date
hereof, among the SPV, the Originators, Fortis Bank S.A./N.V. and the Agent, pursuant to which




 


24









 







Fortis Bank S.A./N.V. acknowledges receipt of all monies outstanding pursuant to, and agrees to
terminate, the receivables purchase facility evidenced by that certain Receivables Purchase
Agreement, dated as of October 31, 2003, among the SPV, the Originators, Scaldis Capital LLC and
Fortis Bank S.A./N.V.



“Three-Month Default Ratio” means, for any Calculation Period, the average of the
Default Ratio for such Calculation Period and each of the two immediately preceding Calculation
Periods.



“Three-Month Delinquency Ratio” means, for any Calculation Period, the average of the
Delinquency Ratio for such Calculation Period and each of the two immediately preceding Calculation
Periods.




“Transaction Costs” is defined in Section 9.5(a).



“Transaction Documents” means, collectively, this Agreement, the First Tier Agreement,
the Fee Letters, the Blocked Account Agreements, Guaranty, each Assignment and Assumption Agreement
and all of the other instruments, documents and other agreements executed and delivered by the
Servicer, any Originator or the SPV in connection with any of the foregoing.



“UCC” means the Uniform Commercial Code as in effect in the applicable jurisdiction
or jurisdictions.



“Uncommitted Investor” means YC SUSI and any other Conduit Investor designated as an
“Uncommitted Investor” for any Investor Group and any of their respective Conduit Assignees.



“Unpaid Balance” of any Receivable means at any time the unpaid principal amount
thereof.




“U.S.” or “United States” means the United States of America.




“YC SUSI” is defined in the Preamble.



“YC SUSI Administrator” means Bank of America or an Affiliate thereof, as
Administrative Trustee for YC SUSI, or Bank of America or an Affiliate thereof, as administrator
for any Conduit Assignee of YC SUSI.



“YC SUSI Committed Investors” means each financial institution party to this Agreement
as a YC SUSI Committed Investor.




“Yield” means:




(i) for any Portion of Investment during any Rate Period to the extent a Conduit
Investor funds such Portion of Investment through the issuance of Commercial Paper
(directly or indirectly through a related commercial paper issuer),




 


25









 













(ii) for any Portion of Investment funded by a Committed Investor and for any
Portion of Investment to the extent a Conduit Investor will not be funding such
Portion of Investment through the issuance of Commercial Paper (directly or indirectly
through a related commercial paper issuer),








where:



	 	 	 	 	 
	AR

	 	=
	 	the Alternate Rate for such Portion of Investment for such Rate
Period,
	 
	 	 	 	 
	CPR

	 	=
	 	the CP Rate for such Conduit Investor for such Portion of
Investment for such Rate Period (as determined by the Administrator on
or prior to the fifth (5th) Business Day of the calendar month next
following such Rate Period),
	 
	 	 	 	 
	D

	 	=
	 	the actual number of days during such Rate Period, and
	 
	 	 	 	 
	I

	 	=
	 	the weighted average of such Portion of Investment during such
Rate Period;






provided that no provision of this Agreement shall require the payment or permit the
collection of Yield in excess of the maximum permitted by applicable law; and provided further
that at all times after the declaration or automatic occurrence of the Termination Date
pursuant to Section 8.2, Yield for all Portion of Investment shall be determined as
provided in clause (ii) of this definition; and provided further that notwithstanding the
forgoing, all computations of Yield based on the Base Rate shall be based on a year of 365 or 366
days, as applicable.



“Yield Reserve” means, as of any date of determination, an amount equal to (a) the
product of (i) the Stress Factor times (ii) the Days Sales Outstanding in effect on such
date times (iii) the sum of the Base Rate in effect on such date (as determined by the
Agent) plus 2%, divided by (b) 360, multiplied by (c) the Net Pool Balance
on such date.



SECTION 1.2 Other Terms. All terms defined directly or by incorporation herein shall
have the defined meanings when used in any certificate or other document delivered pursuant
thereto unless otherwise defined therein. For purposes of this Agreement and all such certificates
and other documents, unless the context otherwise requires: (a) accounting terms not otherwise
defined herein, and accounting terms partly defined herein to the extent not defined, shall have
the respective meanings given to them under, and shall be construed in accordance with, GAAP; (b)
terms used in Article 9 of the UCC in the State of New York, and not specifically defined herein,
are used herein as defined in such Article 9; (c) references to any amount as on deposit or
outstanding on any particular date means such amount at the close of business on such day;




 


26









 







(d) the words “hereof,” “herein” and “hereunder” and words of similar import refer to this
Agreement (or the certificate or other document in which they are used) as a whole and not to any
particular provision of this Agreement (or such certificate or document); (e) references to any
Section, Schedule or Exhibit are references to Sections, Schedules and Exhibits in or to this
Agreement (or the certificate or other document in which the reference is made) and references to
any paragraph, subsection, clause or other subdivision within any Section or definition refer to
such paragraph, subsection, clause or other subdivision of such Section or definition; (f) the term
“including” means “including without limitation”; (g) references to any Law refer to that Law as
amended from time to time and include any successor Law; (h) references to any agreement refer to
that agreement as from time to time amended or supplemented or as the terms of such agreement are
waived or modified in accordance with its terms; (i) references to any Person include that Person’s
successors and permitted assigns; and (j) headings are for purposes of reference only and shall not
otherwise affect the meaning or interpretation of any provision hereof.



SECTION 1.3 Computation of Time Periods. Unless otherwise stated in this Agreement,
in the computation of a period of time from a specified date to a later specified date, the word
“from” means “from and including”, the words “to” and “until” each means “to but excluding”, and
the word “within” means “from and excluding a specified date and to and including a later
specified date”.



SECTION 1.4 Times of Day. Unless otherwise specified in this Agreement, time
references are to time in New York, New York.



ARTICLE II




PURCHASES AND SETTLEMENTS




SECTION 2.1 Transfer of Affected Assets; Intended Characterization. (a) Sale of
Asset Interest. In consideration of the payment by each Managing Agent (on behalf of the
applicable Investors in the related Investor Group as determined pursuant to Section 2.3)
of the amount of the applicable Investor Group Percentage of the initial Investment on the Closing
Date and each Managing Agent’s agreement (on behalf of the applicable Investors as determined
below) to make payments to the SPV from time to time in accordance with Section 2.2,
effective upon the SPV’s (or its designee’s) receipt of payment for such Investment on the Closing
Date, the SPV hereby sells, conveys, transfers and assigns to the Agent, on behalf of the
Investors, (i) all Receivables existing on the date of the initial Investment hereunder or
thereafter arising or acquired by the SPV from time to time prior to the Final Payout Date under
the First Tier Agreement, and (ii) all other Affected Assets, whether existing on the Closing Date
or thereafter arising at any time and acquired by the SPV under the First Tier Agreement.



(b) Purchase of Asset Interest. Subject to the terms and conditions hereof, the Agent
(on behalf of the Investors) hereby purchases and accepts from the SPV the Receivables and all
other Affected Assets sold, assigned and transferred pursuant to Section 2.1(a). The
Agent’s right, title and interest in and to such Receivables and all other Affected Assets (on
behalf of the Investors) hereunder is herein called the “Asset Interest”. Each Investment
hereunder shall be made by the Investor Groups pro rata according to their respective
Investor




 


27









 







Group Percentages. The Agent shall hold the Asset Interest on behalf of the Investors in each
Investor Group in accordance with the respective portions of the Net Investment funded by that
Investor Group from time to time. Within each Investor Group, except as otherwise provided in
Section 3.3(b), the Agent shall hold the applicable Investor Group Percentage of the Asset
Interest on behalf of the Investors in that Investor Group in accordance with the respective
outstanding portions of the Net Investment funded by them.



(c) Obligations Not Assumed. The foregoing sale, assignment and transfer does not
constitute and is not intended to result in the creation, or an assumption by the Agent, the
Managing Agents or any Investor, of any obligation of the SPV, any Originator, or any other Person
under or in connection with the Receivables or any other Affected Asset, all of which shall remain
the obligations and liabilities of the SPV and/or the Originators, as applicable.




(d) Intended Characterization; Grant of Security Interest.




(i) The SPV, the Agent, the Managing Agents and the Investors intend that the
sale, assignment and transfer of the Affected Assets to the Agent (on behalf of the
Investors) hereunder shall be treated as a sale for all purposes, other than accounting
and federal and state income tax purposes. If notwithstanding the intent of the
parties, the sale, assignment and transfer of the Affected Assets to the Agent (on
behalf of the Investors) is not treated as a sale for all purposes, other than
accounting and federal and state income tax purposes, the sale, assignment and transfer
of the Affected Assets shall be treated as the grant of, and the SPV hereby does grant,
a security interest in the Affected Assets to secure the payment and performance of the
SPV’s obligations to the Agent (on behalf of the Investors) hereunder and under the
other Transaction Documents or as may be determined in connection therewith by
applicable Law. The SPV and Agent agree, and each Investor by acquiring an Investment
or other interest in the Affected Assets agrees, to treat and report such Investment or
other interests in the Affected Assets as indebtedness for U.S. federal and state
income tax purposes.




(ii) The SPV hereby grants to the Agent (on behalf of the Investors) a security
interest in the Accounts as additional collateral to secure the payment and performance
of the SPV’s obligations to the Agent (on behalf of the Investors) hereunder and under
the other Transaction Documents or as may be determined in connection therewith by
applicable Law.




(iii) Each of the parties hereto further expressly acknowledges and agrees that
the Commitments of the Committed Investors hereunder, regardless of the intended true
sale nature of the overall transaction, are financial accommodations (within the
meaning of Section 365(c)(2) of the Bankruptcy Code) to or for the benefit of SPV.



SECTION 2.2 Purchase Price. Subject to the terms and conditions hereof, including
Article V, in consideration for the sale, assignment and transfer of the Affected Assets
by the SPV to the Agent (on behalf of the Investors) hereunder:


 


28









 





(a) Investments. On the Closing Date, and thereafter from time to time prior to the
Termination Date, on request of the SPV in accordance with Section 2.3, each Managing Agent
(on behalf of the applicable Investors as determined pursuant to Section 2.3) shall pay to
the SPV the applicable Investor Group Percentage of an amount equal in each instance to the lesser
of (i) the amount requested by the SPV under Section 2.3(a), and (ii) the largest amount
that will not cause (A) the Net Investment to exceed the Maximum Net Investment and (B) the sum of
the Net Investment and Required Reserves to exceed the Net Pool Balance. Each such payment is
herein called an “Investment”.



(b) Reinvestments. On each Business Day during the Reinvestment Period, the Servicer,
on behalf of the Agent (on behalf of the Managing Agents and the Investors), shall pay to the SPV,
out of Collections, the amount available for Reinvestment in accordance with Section
2.12(a)(iii). Each such payment is hereinafter called a “Reinvestment”. All
Reinvestments with respect to the applicable Investor Group Percentage of the Asset Interest shall
be made ratably on behalf of the Investors in the relevant Investor Group in accordance with the
respective outstanding portions of the Net Investment funded by them.



(c) Deferred Purchase Price. On each Business Day on and after the Final Payout Date,
the Servicer, on behalf of the Agent, shall pay to the SPV an amount equal to the Collections of
Receivables received by the SPV less the accrued and unpaid Servicing Fee (and the SPV (or the
Servicer on its behalf) shall apply such Collections in the manner described in Section
2.14).



(d) SPV Payments Limited to Collections. Notwithstanding any provision contained in
this Agreement to the contrary, no Managing Agent shall, nor shall be obligated (whether on behalf
of the applicable Uncommitted Investor or the Committed Investors in such Managing Agent’s Investor
Group), to pay any amount to the SPV as the purchase price of Receivables pursuant to
subsections (b) and (c) above except to the extent of Collections on Receivables
available for distribution to the SPV in accordance with this Agreement (but without otherwise
limiting any obligations under Section 2.3). Any amount that any Managing Agent (whether on
behalf of the Uncommitted Investors or the Committed Investors in such Managing Agent’s Investor
Group) does not pay pursuant to the preceding sentence shall not constitute a claim (as defined in
§ 101 of the Bankruptcy Code) against or corporate obligation of such Managing Agent for any such
insufficiency unless and until such amount becomes available for distribution to the SPV under
Section 2.12.




SECTION 2.3 Investment Procedures.



(a) Notice. The SPV shall request an Investment hereunder, by request to the Agent
(which shall promptly provide a copy to each Managing Agent) given by facsimile in the form of an
Investment Request at least three (3) Business Days prior to the proposed date of any Investment
(including the initial Investment). Each such Investment Request shall specify (i) the desired
amount of such Investment (which shall be at least $1,000,000 in the aggregate for all Investor
Groups or an integral aggregate multiple of $100,000 in excess thereof per Investor Group or, to
the extent that the then available unused portion of the Maximum Net Investment is less than such
amount, such lesser amount equal to such available unused portion of the




 


29









 







Maximum Net Investment), and (ii) the desired date of such Investment (the “Investment
Date”) which shall be a Business Day.



(b) Conduit Investor Acceptance or Rejection; Investment Request

Irrevocable.




(i) Each Managing Agent will promptly notify the Conduit Investors in its Investor
Group and their respective Administrators of the Managing Agent’s receipt of any
Investment Request. If the Investment Request is received prior to the Conduit
Investment Termination Date, each Conduit Investor shall instruct its Administrator to
cause its Managing Agent to accept or reject such Investment Request by notice given to
the SPV, its Managing Agent and the Agent by telephone or facsimile by no later than
the close of its business on the Business Day following its receipt of any such
Investment Request. Any rejection by a Conduit Investor shall not relieve or terminate
the obligations of any Committed Investor hereunder to fund any Investment.




(ii) Each Investment Request shall be irrevocable and binding on the SPV, and the
SPV shall indemnify each Investor against any loss or expense incurred by such
Investor, either directly or indirectly (including, in the case of any Conduit
Investor, through a Program Support Agreement) as a result of any failure by the SPV to
complete such Investment, including any loss (including loss of profit) or expense
incurred by the Agent, any Managing Agent or any Investor, either directly or
indirectly (including, in the case of any Conduit Investor, pursuant to a Program
Support Agreement) by reason of the liquidation or reemployment of funds acquired by
such Investor (or the applicable Program Support Provider(s)) (including funds obtained
by issuing commercial paper or promissory notes or obtaining deposits or loans from
third parties) in order to fund such Investment.



(c) Committed Investor’s Commitment. Subject to the satisfaction of the
conditions precedent set forth in Sections 5.1 and 5.2 and the other terms and
conditions hereof,
each Committed Investor hereby agrees to make Investments during the period from and
including the Closing Date to but not including the Commitment Termination Date in an
aggregate amount up to but not exceeding the Commitment of such Committed Investor as in
effect from time to time. Subject to Section 2.2(b) concerning Reinvestments, at no
time will any
Uncommitted Investor have any obligation to fund an Investment or Reinvestment. At all times
on and after the Conduit Investment Termination Date with respect to a Conduit Investor, all
Investments and Reinvestments shall be made by the Managing Agent on behalf of the
Committed Investors in such Investor Group. At any time when any Uncommitted Investor has
rejected a request to fund its Investor Group Percentage of an Investment, its Managing Agent
shall so notify the Related Committed Investors and such Related Committed Investors shall
fund their respective share of such Investment, on a pro rata basis, in accordance
with their
respective Pro Rata Shares. Notwithstanding anything contained in this Section 2.3(c)
or
elsewhere in this Agreement to the contrary, no Committed Investor shall be obligated to
provide
its Managing Agent or the SPV with funds in connection with an Investment in an amount that

would result in the portion of the Net Investment then funded by it exceeding its Commitment




 


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then in effect (inclusive of any amounts funded by such Committed Investor under the Program
Support Agreement to which it is a party). The obligation of the Committed Investors in each
Investor Group to remit the applicable Investor Group Percentage of any Investment shall be several
from that of the other Committed Investors in the other Investor Groups and within the each
Investor Group each Committed Investor’s obligation to fund its portion of the Investments shall be
several from the obligations of the other Investors. The failure of any Committed Investor to so
make such amount available to its Managing Agent shall not relieve any other Committed Investor of
its obligation hereunder.



(d) Payment of Investment. On any Investment Date, each Uncommitted Investor or each
Committed Investor, as the case may be, shall remit its share of the aggregate amount of such
Investment (determined pursuant to Section 2.2(a)) to the account of the Managing Agent
specified therefor from time to time by the Managing Agent by notice to such Persons by wire
transfer of same day funds. Following the Managing Agent’s receipt of funds from the Investors as
aforesaid, the Managing Agent shall remit such funds received to the SPV’s account at the location
indicated in Schedule 11.3, by wire transfer of same day funds.



(e) Managing Agent May Advance Funds. Unless a Managing Agent shall have received
notice from any Investor in its Investor Group that such Person will not make its share of any
Investment available on the applicable Investment Date therefor, a Managing Agent may (but shall
have no obligation to) make any such Investor’s share of any such Investment available to the SPV
in anticipation of the receipt by the Managing Agent of such amount from the applicable Investor.
Subject to Section 2.3(c), to the extent any such Investor fails to remit any such amount
to its Managing Agent after any such advance by such Managing Agent on such Investment Date, such
Investor, and if such Investor does not, upon the request of the applicable Managing Agent, the
SPV, shall be required to pay such amount to the Agent for payment to such Managing Agent for its
own account, together with interest thereon at a per annum rate equal to the Federal Funds
Rate, in the case of such Investor, or the Base Rate, in the case of the SPV, to the Agent for
payment to such Managing Agent (provided that a Conduit Investor shall have no obligation
to pay such interest amounts except to the extent that it shall have sufficient funds to pay the
face amount of its Commercial Paper in full). Until such amount shall be repaid, such amount shall
be deemed to be Net Investment paid by the applicable Managing Agent and such Managing Agent shall
be deemed to be the owner of an interest in the Asset Interest hereunder to the extent of such
Investment. Upon the payment of such amount to the Agent for payment to the applicable Managing
Agent (i) by the SPV, the amount of the aggregate Net Investment shall be reduced by such amount or
(ii) by such Investor, such payment shall constitute such Person’s payment of its share of the
applicable Investment.




SECTION 2.4 Determination of Yield and Rate Periods.



(a) From time to time, for purposes of determining the Rate Periods applicable to the
different portions of the Net Investment funded by its Investor Group and of calculating Yield with
respect thereto, each Managing Agent shall allocate the Net Investment allocable to its Investor
Group to one or more tranches (each a “Portion of Investment”). At any time, each Portion
of Investment shall have only one Rate Period and one Rate Type.


 


31









 





(b) Offshore Rate Protection; Illegality. (i) If any Managing Agent is unable to
obtain on a timely basis the information necessary to determine the Offshore Rate for any proposed
Rate Period, then:




(A) such Managing Agent shall forthwith notify its Conduit Investor or Committed
Investors, as applicable, and the SPV that the Offshore Rate cannot be determined for
such Rate Period, and




(B) while such circumstances exist, none of such Conduit Investor, such Committed
Investors or such Managing Agent shall allocate any Portion of Investment with respect
to Investments made during such period or reallocate any Portion of Investment
allocated to any then existing Rate Period ending during such period, to a Rate Period
with respect to which Yield is calculated by reference to the Offshore Rate.




(i) If, with respect to any outstanding Rate Period, a Conduit Investor or any
Committed Investor on behalf of which a Managing Agent holds any Portion of Investment
notifies such Managing Agent that it is unable to obtain matching deposits in the
London interbank market to fund its purchase or maintenance of such Portion of
Investment or that the Offshore Rate applicable to such Portion of Investment will not
adequately reflect the cost to the Person of funding or maintaining such Portion of
Investment for such Rate Period, then (A) such Managing Agent shall forthwith so notify
the SPV and (B) upon such notice and thereafter while such circumstances exist none of
such Managing Agent, such Conduit Investor or such Committed Investor, as applicable,
shall allocate any other Portion of Investment with respect to Investments made during
such period or reallocate any Portion of Investment allocated to any Rate Period ending
during such period, to a Rate Period with respect to which Yield is calculated by
reference to the Offshore Rate.




(ii) Notwithstanding any other provision of this Agreement, if a Conduit Investor
or any of the Committed Investors, as applicable, shall notify their respective
Managing Agent that such Person has determined (or has been notified by any Program
Support Provider) that the introduction after the Closing Date of or any change in or
in the interpretation of any Law makes it unlawful (either for such Conduit Investor,
such Committed Investor or such Program Support Provider, as applicable), or any
central bank or other Official Body asserts that it is unlawful for such Conduit
Investor, such Committed Investor or such Program Support Provider, as applicable, to
fund the purchases or maintenance of any Portion of Investment accruing Yield
calculated by reference to the Offshore Rate, then (A) as of the effective date of such
notice from such Person to its Managing Agent, the obligation or ability of such
Conduit Investor or such Committed Investor, as applicable, to fund the making or
maintenance of any Portion of Investment accruing Yield calculated by reference to the
Offshore Rate shall be suspended until such Person notifies its Managing Agent that the
circumstances causing such suspension no longer exist and (B) each Portion of
Investment made or maintained by such Person shall either (1) if such Person may


 


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lawfully continue to maintain such Portion of Investment accruing Yield calculated by
reference to the Offshore Rate until the last day of the applicable Rate Period, be
reallocated on the last day of such Rate Period to another Rate Period and shall accrue
Yield calculated by reference to the Base Rate or (2) if such Person shall determine
that it may not lawfully continue to maintain such Portion of Investment accruing Yield
calculated by reference to the Offshore Rate until the end of the applicable Rate
Period, such Person’s share of such Portion of Investment allocated to such Rate Period
shall be deemed to accrue Yield at the Base Rate from the effective date of such notice
until the end of such Rate Period.



SECTION 2.5 Yield, Fees and Other Costs and Expenses. Notwithstanding any limitation
on recourse herein, the SPV shall pay, as and when due in accordance with this Agreement:



(a) to the Agent and each Managing Agent, all fees hereunder and under each Fee Letter, all
amounts payable pursuant to Article IX, if any, and the Servicing Fees, if required
pursuant to Section 2.12(b); and



(b) on each Settlement Date, to the extent not paid pursuant to Section 2.12 for any
reason, to the Agent, on behalf of the Conduit Investor or the Committed Investors, as applicable,
an amount equal to the accrued and unpaid Yield for the related Rate Period.



Nothing in this Agreement shall limit in any way the obligations of the SPV to pay the
amounts set forth in this Section 2.5.



SECTION 2.6 Deemed Collections. (a) Dilutions. If on any day the Unpaid
Balance of an Eligible Receivable is reduced (but not cancelled) as a result of any Dilution, the
SPV shall be deemed to have received on such day a Collection of such Receivable in the amount of
such reduction. If on any day an Eligible Receivable is canceled as a result of any Dilution, the
SPV shall be deemed to have received on such day a Collection of such Eligible Receivable in the
amount of the Unpaid Balance (as determined immediately prior to such Dilution) of such Eligible
Receivable. Any amount deemed to have been received under this Section 2.6(a) shall
constitute a “Deemed Collection”. Upon any such Deemed Collection, the SPV shall, on the
second Business Day following its knowledge of such Dilution, pay to the Servicer an amount equal
to such Deemed Collection and such amount shall be applied by the Servicer as a Collection in
accordance with Section 2.12.



(b) Breach of Representation or Warranty. If on any day any representation or warranty
in Sections 4.1(d), (k), (t) or (u) with respect to any Eligible
Receivable (whether on or after the date of transfer thereof to the Agent, for the benefit of the
Investors, as contemplated hereunder) is determined to have been incorrect at the time such
representation or warranty was made or deemed made, the SPV shall be deemed to have received on
such day a Collection of such Eligible Receivable equal to its Unpaid Balance. Any amount deemed to
have been received under this Section 2.6(b) shall constitute a “Deemed
Collection”. Upon any such Deemed Collection, the SPV shall, on the second Business Day
following its knowledge thereof, deposit into the Collection Account an amount equal to such Deemed
Collection and such amount shall be applied by the Servicer as a Collection in accordance with
Section 2.12.


 


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SECTION 2.7 Payments and Computations, Etc. All amounts to be paid or deposited by
the SPV or the Servicer hereunder shall be paid or deposited in accordance with the terms hereof
no later than 12:00 noon on the day when due in immediately available funds; if such amounts are
payable to the Agent or any Managing Agent (whether on behalf of any Investor or otherwise) they
shall be paid or deposited in the account indicated under the heading “Payment Information” in
Section 11.3, until otherwise notified by the Agent or any Managing Agent. The SPV shall,
to the extent permitted by Law, pay to the Agent or the applicable Managing Agent, for the benefit
of the Investors, upon demand, interest on all amounts not paid or deposited when due hereunder
(subject to any applicable grace period) at the Default Rate. All
computations of per
annum fees hereunder shall be made on the basis of a year of 360 days for the actual number of
days (including the first but excluding the last day) elapsed. Any computations made by the Agent
or any Managing Agent of amounts payable by the SPV hereunder shall be binding upon the SPV absent
manifest error.



SECTION 2.8 Reports. By no later than 4:00 p.m. on the second Business Day prior to
each Settlement Date (and within four (4) Business Days after a request from the Agent) (each, a
“Reporting Date”), the Servicer shall prepare and forward to the Agent and each Managing
Agent a Servicer Report, certified by the Servicer.



SECTION 2.9 Collection Account. The Agent shall establish in its name on or prior to
the day of the initial Investment hereunder and shall maintain a segregated account (the
“Collection Account”), bearing a designation clearly indicating that the funds deposited
therein are held for the benefit of the Agent, on behalf of the Secured Parties. The Agent shall
have exclusive dominion and control over the Collection Account and all monies, instruments and
other property from time to time in the Collection Account. The SPV and the Servicer shall remit to
the Collection Account on the dates specified in Section 2.12(b) all amounts due and owing
thereunder. At all other times, any Collections received directly by the SPV, any of the
Originators or the Servicer shall be sent promptly (but in any event within two (2) Business Days
of receipt) to a Blocked Account. Funds on deposit in the Collection Account (other than investment
earnings) shall be invested by the Agent, in the name of the Agent, in Eligible Investments that
will mature so that such funds will be available so as to permit amounts in the Collection Account
to be paid and applied on the next Settlement Date and otherwise in accordance with the provisions
of Section 2.12; provided that such funds shall not reduce the Net Investment or accrued
Yield hereunder until so applied under Section 2.12. On each Settlement Date, all interest
and earnings (net of losses and investment expenses) on funds on deposit in the Collection Account
shall be applied as Collections. On the Final Payout Date, any and all funds remaining on deposit
in the Collection Account shall be paid to the SPV.




SECTION
2.10 Sharing of Payments, Etc. If any Investor (for purposes of this Section only, being a “Recipient”) shall obtain any payment (whether voluntary,
involuntary, through the exercise of any right of setoff, or otherwise) on account of the portion
of the Asset Interest owned by it (other than pursuant to a Fee Letter, Section 3.3(b) or
Article IX and other than as a result of the differences in the timing of the applications
of Collections pursuant to Section 2.12 and other than a result of the different methods
for calculating Yield) in excess of its ratable share of payments on account of the Asset Interest
obtained by the Investors entitled thereto, such Recipient shall forthwith purchase from the
Investors entitled to a share of such amount participations in the portions of the Asset Interest
owned by such Persons as shall be


 


34









 





necessary to cause such Recipient to share the excess payment ratably with each such other Person
entitled thereto; provided that if all or any portion of such excess payment is thereafter
recovered from such Recipient, such purchase from each such other Person shall be rescinded and
each such other Person shall repay to the Recipient the purchase price paid by such Recipient for
such participation to the extent of such recovery, together with an amount equal to such other
Person’s ratable share (according to the proportion of (a) the amount of such other Person’s
required payment to (b) the total amount so recovered from the Recipient) of any interest or other
amount paid or payable by the Recipient in respect of the total amount so recovered.




SECTION
2.11 Right of Setoff. Without in any way limiting the provisions of Section 2.10, each of the Agent, each Managing Agent and each Investor is hereby authorized
(in addition to any other rights it may have) at any time after the occurrence of the Termination
Date due to the occurrence and continuation of a Termination Event, upon prior written notice to
the SPV, to set-off, appropriate and apply (without presentment, demand, protest or other notice
which are hereby expressly waived) any deposits and any other indebtedness held or owing by the
Agent, the Managing Agent or such Investor to, or for the account of, the SPV against the amount of
the Aggregate Unpaids owing by the SPV to such Person or to the Agent or the Managing Agent on
behalf of such Person (even if contingent or unmatured).




SECTION 2.12 Settlement Procedures. (a) Daily Procedure. On each day,
the Servicer shall, out of the Collections received or deemed received by the SPV and after return of
any Excluded Amounts received in error, any of the Originators or the Servicer (including in any
Blocked Account) on such day:




(i) hold in trust for the benefit of the Managing Agents (on behalf of such
Managing Agents’ Investor Groups) an amount equal to the aggregate of the Yield
(which, in the case of Yield computed by reference to the CP Rate, shall be determined
for such purpose using the CP Rate most recently determined by the applicable
Administrator, multiplied by the Fluctuation Factor) and the Program Fee, in each case
for the related Rate Period accrued through such day for all Portions of Investment,
the Facility Fee and the Servicing Fee accrued through such day, and any other
Aggregate Unpaids (other than Net Investment not then due and owing) accrued through
such day and not previously held in trust (and which are then due);




(ii) hold in trust for the benefit of the Managing Agents (on behalf of such
Managing Agents’ Investor Groups) an amount equal to the excess, if any, of:




	 	(A)	 	the greatest of:







	 	(1)	 	if the SPV shall have elected to reduce the
Net Investment under Section 2.13, the amount of the proposed
reduction,







	 	(2)	 	the amount, if any, by which the sum of the
Net Investment and Required Reserves shall exceed the Net Pool
Balance,





 


35









 





	 	 	 	together with the amount, if any, by which the Net Investment shall
exceed the Maximum Net Investment, and

	 
	 	(3)	 	if such day is on or after the Termination Date,
the Net Investment; over







(B) the aggregate of the amounts theretofore set aside and then so held for the
benefit of the Managing Agents (on behalf of such Managing Agents’ Investor Groups) pursuant
to this clause (ii); and




(iii) pay the remainder, if any, of such Collections to the SPV for application to
Reinvestment, for the benefit of the Agent (for the benefit of the Investor), in the
Receivables and other Affected Assets in accordance with Section 2.2(b). To the
extent and for so long as such Collections may not be reinvested pursuant to Section
2.2(b), the Servicer shall hold such Collections in trust for the benefit of the Agent
(for the benefit of the Investors).




(b) Settlement Procedures.




(i) The Servicer shall deposit into the Collection Account, on each Business Day
selected by the SPV for a reduction of the Net Investment under Section 2.13 the
amount of Collections held for the Agent pursuant to Section 2.12(a)(ii)(A)(1).




(ii) On any date on or prior to the Termination Date, if the sum of the Net Investment
and Required Reserves exceeds the Net Pool Balance, the Servicer shall immediately pay to the
Collection Account from amounts set aside pursuant to Section 2.12(a)(ii)(A)(2) an
amount equal to such excess.




(iii) On each Settlement Date, the Servicer shall deposit to the Collection Account out
of the amount, if any, held in trust pursuant to Section 2.12(a)(i) and (to the
extent not theretofore reinvested) Section 2.12(a)(iii) and not theretofore deposited
to the Collection Account pursuant to this Section 2.12(b), an amount equal to the
lesser of such amount and the Net Investment;



provided, that if the Agent gives its consent (which consent may be revoked at any time
during the continuation of a Termination Event or a Potential Termination Event), the Servicer may
retain amounts which would otherwise be deposited in respect of the accrued and unpaid Servicing
Fee, in which case no distribution shall be made in respect of such Servicing Fee under clause
(c) below. Any amounts set aside pursuant to Section 2.12(a) in excess of the amount
required to be deposited in the Collection Account pursuant to this subsection (b) shall
continue to be set aside and held in trust by the Servicer for application on the next succeeding
Settlement Date, and provided, further, that if (i) the Servicer makes a deposit into the
Collection Account in respect of a Collection of a Receivable and such Collection was received by
the Servicer in the form of a check that is not honored for any reason, (ii) the Servicer makes a
mistake with respect to the amount of any Collection and deposits an amount that is less than or
more than the actual amount of such Collection or (iii) the deposit was made in error and


 


36









 






constitutes an Excluded Amount, the Servicer shall appropriately adjust the amount
subsequently deposited into the Collection Account to reflect such dishonored check or
mistake. Any payment in respect of which a dishonored check is received shall be deemed not
to have been paid.



(c) Order of Application. Upon receipt by the Agent of funds deposited to the
Collection Account pursuant to Section 2.12(b), the Agent shall distribute them to the
Persons, for the purposes and in the order of priority set forth below:




(i) to
each Managing Agent, pro rata based on the amount of accrued and
unpaid Yield owing to such Managing Agent’s Investor Group, in payment of the accrued
and unpaid Yield and Program Fee on all Portions of Investment and for the related Rate
Period and the Facility Fee then due and owing;




(ii) if an Originator or any Affiliate of an Originator is not then the Servicer,
to the Servicer, in payment of the accrued and unpaid Servicing Fee then due and owing
on such Settlement Date;




(iii) to
each Managing Agent (A) prior to the Termination Date,
pro rata
based upon the Net Investment attributable to such Managing Agent’s Investor Group in
reduction of the outstanding Net Investment, an amount equal to the sum of (x) the
positive difference (if any) of (I) the sum of the Net Investment plus the
Required Reserves minus (II) the Net Pool Balance and (y) the amount of any optional
reduction of the Net Investment specified by the SPV in accordance with Section
2.13, and (B) on or after the Termination Date, pro
rata based upon the Net
Investment attributable to such Managing Agent’s Investor Group in reduction of the
outstanding Net Investment, an amount equal to the outstanding Net Investment;




(iv) to the Agent and each other Secured Party as may be entitled to such
payment, pro rata based on the amounts due and owing to each of them, in
payment of any other Aggregate Unpaids (other than Net Investment not then due and
owing) then due and owing by the SPV hereunder to such Person (in each case, without
duplication);




(v) if an Originator or any Affiliate of an Originator is the Servicer, to the
Servicer in payment of the accrued Servicing Fee then due and owing on such Settlement
Date, to the extent not paid pursuant to clause (ii) above or retained pursuant
to Section 2.12(b) above; and




(vi) to the SPV, any remaining amounts.



SECTION 2.13 Optional Reduction of Net Investment. The SPV may at any time
elect to cause the reduction of the Net Investment as follows:



(a) the SPV shall instruct the Servicer to (and the Servicer shall) set aside Collections and
hold them in trust for the Managing Agents (on behalf of such Managing




 


37









 







Agents’ Investor Groups) under Section 2.12(a)(ii)(A)(1) until the amount so set aside
shall equal the desired amount of reduction;



(b) the SPV shall give the Agent and the Managing Agents at least two (2) Business Days’
prior written notice (or at least four (4) Business Days’ prior written notice in the case of any
reduction of the Net Investment by more than $20,000,000) of the amount of such reduction and the
date on which such reduction will occur; and



(c) on any Business Day occurring at least two (2) Business Days after the date of the SPV’s
notice, the Servicer shall pay to each applicable Managing Agent (on a pro rata basis
based on the Net Investment attributed to such Managing Agents’ Investor Group), in reduction of
the Net Investment, the amount of such Collections so held or, if less, the Net Investment (it
being understood that the Net Investment shall not be deemed reduced by any amount set aside or
held pursuant to this Section 2.13 unless and until, and then only to the extent that,
such amount is finally paid to the applicable Managing Agents as aforesaid); provided that
the amount of any such reduction shall be not less than $1,000,000.




SECTION
2.14 Application of Collections Distributable to SPV. The Servicer shall allocate and apply, on behalf of the SPV, Collections distributable to the SPV hereunder
pursuant to Section 2.12(c)(vi), in accordance with the instructions of the SPV, provided
that the SPV shall instruct the Servicer to allocate and apply such Collections so that the
operating expenses and other contractual obligations of the SPV are timely paid when due.




SECTION
2.15 Collections Held in Trust. So long as the SPV or the Servicer shall hold any Collections or Deemed Collections then or thereafter required to be paid by the SPV to the
Servicer or by the SPV or the Servicer to the Agent, it shall hold such Collections in trust, and
shall deposit such Collections into a Blocked Account or the Collection Account at such times
otherwise required by this Agreement. The Net Investment shall not be deemed reduced by any amount
held in trust or in the Collection Account pursuant to Sections 2.12 or 2.13 unless
and until, and then only to the extent that, such amount is finally paid to the Agent or the
applicable Managing Agent in accordance with Sections 2.12 or 2.13.




SECTION
2.16 Reduction of Facility Limit. The SPV may, upon at least ten (10) Business Days’ written notice to the Agent and each Managing Agent, terminate the facility provided
in this Article II in whole or, from time to time, irrevocably reduce in part the unused
portion of the Facility Limit; provided that each partial reduction shall be in the amount of at
least $5,000,000, or an integral multiple of $1,000,000 in excess thereof, and that, unless
terminated in whole, the Facility Limit shall in no event be reduced below $50,000,000; and
provided further that (in addition to and without limiting any other requirements for termination
or prepayment hereunder) no such termination in whole shall be effective unless and until all
Aggregate Unpaids have been paid in full. The Agent shall advise the Managing Agents of any notice
it receives pursuant to this Section 2.16.




 


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ARTICLE III




ADDITIONAL COMMITTED INVESTOR PROVISIONS





SECTION 3.1 Assignment to Committed Investors.



(a) Assignment Amounts. At any time on or prior to the Commitment Termination Date for
the applicable Conduit Investor, if the related Administrator on behalf of such Conduit Investor in
such Investor Group so elects, by written notice to the Agent, the SPV hereby irrevocably requests
and directs that such Conduit Investor assign, and such Conduit Investor does hereby assign
effective on the Assignment Date referred to below all or such portions as may be elected by the
Conduit Investor of its interest in the Net Investment and the Asset Interest at such time to the
Committed Investors in its Investor Group pursuant to this Section 3.1 and the SPV hereby
agrees to pay the amounts described in Section 3.1(b); provided that unless such
assignment is an assignment of all of such Conduit Investor’s interest in the Net Investment and
the Asset Interest in whole on or after such Conduit Investment Termination Date, no such
assignment shall take place pursuant to this Section 3.1 if a Termination Event described
in Section 8.1(g) shall then exist; and provided further that no such assignment shall take
place pursuant to this Section 3.1 at a time when an Event of Bankruptcy with respect to
such Conduit Investor exists. No further documentation or action on the part of such Conduit
Investor or the SPV shall be required to exercise the rights set forth in the immediately preceding
sentence, other than the giving of the notice by the related Administrator on behalf of such
Conduit Investor referred to in such sentence and the delivery by the related Administrator of a
copy of such notice to each Committed Investor in its Investor Group (the date of the receipt by
such Administrator of any such notice being the “Assignment Date”). Each Committed Investor
hereby agrees, unconditionally and irrevocably and under all circumstances, without setoff,
counterclaim or defense of any kind, to pay the full amount of its Assignment Amount on such
Assignment Date to the applicable Conduit Investor in immediately available funds to an account
designated by the related Administrator. Upon payment of its Assignment Amount, each related
Committed Investor shall acquire an interest in the Asset Interest and the Net Investment equal to
its pro rata share (based on the outstanding portions of the Net Investment funded by it)
of the assigned portion of the Net Investment. Upon any assignment in whole by a Conduit Investor
to the Committed Investors in its Investor Group on or after the Conduit Investment Termination
Date as contemplated hereunder, such Conduit Investor shall cease to make any additional
Investments or Reinvestments hereunder. At all times prior to the Conduit Investment Termination
Date, nothing herein shall prevent the Conduit Investor from making a subsequent Investment or
Reinvestment hereunder, in its sole discretion, following any assignment pursuant to this
Section 3.1 or from making more than one assignment pursuant to this Section 3.1.



(b) SPV’s Obligation to Pay Certain Amounts; Additional Assignment Amount. The SPV
shall pay to the applicable Administrator, for the account of the applicable Uncommitted Investor,
in connection with any assignment by such Uncommitted Investor to the Committed Investors in its
Investor Group pursuant to this Section 3.1, an aggregate amount equal to all Yield to
accrue through the end of the current Rate Period to the extent attributable to the portion of the
Net Investment so assigned to the Committed Investors (which Yield shall be determined for such
purpose using the CP Rate most recently determined by the applicable Administrator) (as determined
immediately prior to giving effect to such assignment), plus all


 


39









 





other Aggregate Unpaids then owing to such Uncommitted Investor (other than the Net Investment and
other than any Yield not described above) related to the portion of the Net Investment so assigned
to the Committed Investors in its Investor Group. If the SPV fails to make payment of such amounts
at or prior to the time of assignment by the Uncommitted Investor to the Committed Investors, such
amount shall be paid by the Committed Investors (in accordance with their respective Pro Rata
Shares) to the Uncommitted Investor as additional consideration for the interests assigned to the
Committed Investors and the amount of the “Net Investment” hereunder held by the Committed
Investors shall be increased by an amount equal to the additional amount so paid by the Committed
Investors.



(c) Administration of Agreement after Assignment from Conduit Investor to Committed
Investors following the Conduit Investment Termination Date. After any assignment in whole by a
Conduit Investor to the Committed Investors in its Investor Group pursuant to this Section 3.1 at
any time on or after the related Conduit Investment Termination Date (and the payment of all
amounts owing to the Conduit Investor in connection therewith), all rights of the applicable
Administrator set forth herein shall be given to the Managing Agent on behalf of the applicable
Committed Investors instead of the Administrator.



(d) Payments to Agent’s Account. After any assignment in whole by a Conduit Investor
to the Committed Investors in its Investor Group pursuant to this Section 3.1 at any time
on or after the related Conduit Investment Termination Date, all payments to be made hereunder by
the SPV or the Servicer to such Conduit Investor shall be made to the applicable Managing Agent’s
account as such account shall have been notified to the SPV and the Servicer.



(e) Recovery of Net Investment. In the event that the aggregate of the Assignment
Amounts paid by the Committed Investors pursuant to this Section 3.1 on any Assignment
Date occurring on or after the Conduit Investment Termination Date is less than the Net Investment
of the Conduit Investor on such Assignment Date, then to the extent Collections thereafter
received by its Managing Agent hereunder in respect of the Net Investment exceed the aggregate of
the unrecovered Assignment Amounts and Net Investment funded by such Committed Investors, such
excess shall be remitted by such Managing Agent to the Conduit Investor (or to the applicable
Administrator on its behalf) for the account of the Conduit Investor.



SECTION 3.2 Downgrade of Committed Investor. (a) Downgrades Generally. If at
any time on or prior to the Commitment Termination Date for a Conduit Investor, the short term debt
rating of any Committed Investor in such Conduit Investor’s Investor Group shall be “A-2” or “P-2”
from S&P or Moody’s, respectively, with negative credit implications, such Committed Investor, upon
request of its Managing Agent, shall, within thirty (30) days of such request, assign its rights
and obligations hereunder to another financial institution in accordance with Section 11.8
(which institution’s short term debt shall be rated at least “A-2” or “P-2” from S&P or Moody’s,
respectively, and which shall not be so rated with negative credit implications and which is
acceptable to the Conduit Investor and its Managing Agent). If the short term debt rating of a
Committed Investor shall be “A-3” or “P-3”, or lower, from S&P or Moody’s, respectively (or such
rating shall have been withdrawn by S&P or Moody’s), such Committed Investor, upon request of its
Managing Agent, shall, within five (5) Business Days of such request, assign its rights and
obligations hereunder to another financial institution (which institution’s short term debt shall
be rated at least “A-2” or “P-2”, from S&P or Moody’s,




 


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respectively, and which shall not be so rated with negative credit implications and which is
acceptable to the applicable Conduit Investor and its Managing Agent). In either such case, if any
such Committed Investor shall not have assigned its rights and obligations under this Agreement
within the applicable time period described above (in either such case, the “Required
Downgrade Assignment Period”), its Managing Agent on behalf of the applicable Conduit Investor
shall have the right to require such Committed Investor to pay upon one (1) Business Day’s notice
at any time after the Required Downgrade Assignment Period (and each such Committed Investor
hereby agrees in such event to pay within such time) to such Managing Agent an amount equal to
such Committed Investor’s unused Commitment (a “Downgrade Draw”) for deposit by such
Managing Agent into an account, in the name of such Managing Agent (a “Downgrade Collateral
Account”), which shall be in satisfaction of such Committed Investor’s obligations to make
Investments and to pay its Assignment Amount upon an assignment from a Conduit Investor in
accordance with Section 3.1; provided that if, during the Required Downgrade
Assignment Period, such Committed Investor delivers a written notice to such Managing Agent of its
intent to deliver a direct pay irrevocable letter of credit pursuant to this proviso in lieu of
the payment required to fund the Downgrade Draw, then such Committed Investor will not be required
to fund such Downgrade Draw. If any Committed Investor gives its Managing Agent such notice, then
such Committed Investor shall, within one (1) Business Day after the Required Downgrade Assignment
Period, deliver to such Managing Agent a direct pay irrevocable letter of credit in favor of such
Managing Agent in an amount equal to the unused portion of such Committed Investor’s Commitment,
which letter of credit shall be issued through an United States office of a bank or other
financial institution (i) whose short-term debt ratings by S&P and Moody’s are at least equal to
the ratings assigned by such statistical rating organization to the Commercial Paper of its
related Conduit Investor and (ii) that is acceptable to the applicable Conduit Investor and its
Managing Agent. Such letter of credit shall provide that the Managing Agent may draw thereon for
payment of any Investment or Assignment Amount payable by such Committed Investor which is not
paid hereunder when required, shall expire no earlier than the related Commitment Termination Date
and shall otherwise be in form and substance acceptable to the Managing Agent.



(b) Application of Funds in Downgrade Collateral Account. If any Committed Investor
shall be required pursuant to Section 3.2(a) to fund a Downgrade Draw, then its Managing
Agent shall apply the monies in the Downgrade Collateral Account applicable to such Committed
Investor’s share of Investments required to be made by the Committed Investors and to any
Assignment Amount payable by such Committed Investor pursuant to Section 3.1 at the times,
in the manner and subject to the conditions precedent set forth in this Agreement. The deposit of
monies in such Downgrade Collateral Account by any Committed Investor shall not constitute an
Investment or the payment of any Assignment Amount (and such Committed Investor shall not be
entitled to interest on such monies except as provided below in this Section 3.2(b), unless
and until (and then only to the extent that) such monies are used to fund Investments or to pay any
Assignment Amount. The amount on deposit in such Downgrade Collateral Account shall be invested by
the applicable Managing Agent in Eligible Investments and such Eligible Investments shall be
selected by the applicable Managing Agent in its sole discretion. The Agent shall remit to such
Committed Investor, on the last Business Day of each month, the income actually received thereon.
Unless required to be released as provided below in this subsection, Collections received by the
Agent in respect of such Committed Investor’s portion of the Net Investment shall be deposited in
the Downgrade Collateral Account for such




 


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Committed Investor. Amounts on deposit in such Downgrade Collateral Account shall be released to
such Committed Investor (or the stated amount of the letter of credit delivered by such Committed
Investor pursuant to subsection (a) above may be reduced) within one (1) Business Day after
each Settlement Date following the Termination Date to the extent that, after giving effect to the
distributions made and received by the Investors on such Settlement Date, the amount on deposit in
such Downgrade Collateral Account would exceed such Committed Investor’s pro rata share (determined
as of the day prior to the Termination Date) of the sum of all Portions of Investment then funded
by the applicable Conduit Investor, plus the Interest Component. All amounts remaining in
such Downgrade Collateral Account shall be released to such Committed Investor no later than the
Business Day immediately following the earliest of (i) the effective date of any
replacement of such Committed Investor or removal of such Committed Investor as a party to this
Agreement, (ii) the date on which such Committed Investor shall furnish its Managing Agent with
confirmation that such Committed Investor shall have short-term debt ratings of at least “A-2” or
“P-2” from S&P and Moody’s, respectively, without negative credit implications, and (iii) the
Commitment Termination Date (or if earlier, the Commitment Termination Date in effect prior to any
renewal pursuant to Section 3.3 to which such Committed Investor does not consent. Nothing
in this Section 3.2 shall affect or diminish in any way any such downgraded Committed
Investor’s Commitment to the SPV or the applicable Conduit Investor or such downgraded Committed
Investor’s other obligations and liabilities hereunder and under the other Transaction Documents.



(c) Program Support Agreement Downgrade Provisions. Notwithstanding the other
provisions of this Section 3.2, a Committed Investor shall not be required to make a
Downgrade Draw (or provide for the issuance of a letter of credit in lieu thereof) pursuant to
Section 3.2(a) at a time when such Committed Investor has a downgrade collateral account
(or letter of credit in lieu thereof) established pursuant to the Program Support Agreement
relating to the transactions contemplated by this Agreement to which it is a party in an amount at
least equal to its unused Commitment, and its Managing Agent may apply monies in such downgrade
collateral account in the manner described in Section 3.2(b) as if such downgrade
collateral account were a Downgrade Collateral Account.



SECTION 3.3 Extension of Commitment Termination Date/Non-Renewing Committed Investors.
Not more than ninety (90) days or less than sixty (60) days prior to the then current Commitment
Termination Date, the SPV may request an extension thereof for an additional period not to exceed
364 days. Each Committed Investor will inform the SPV at least forty-five (45) days prior to the
then current Commitment Termination Date whether it consents to such extension (which election is
in the sole discretion of each Committed Investor.) If at any time the SPV requests that the
Committed Investors renew their Commitments hereunder and some but less than all the Committed
Investors consent to such renewal, the SPV may arrange for an assignment, and such non-consenting
Committed Investors shall agree to assign, to one or more financial institutions acceptable to the
related Conduit Investor and the SPV of all the rights and obligations hereunder of each such
non-consenting Committed Investor in accordance with Section 11.8. Any such assignment
shall become effective on the then-current Commitment Termination Date. Each Committed Investor
which does not so consent to any renewal shall cooperate fully with the SPV in effectuating any
such assignment. If none or less than all the Commitments of the non-renewing Committed Investors
are so assigned as provided above, then the Commitment Termination Date shall not be renewed.




 


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ARTICLE IV




REPRESENTATIONS AND WARRANTIES




SECTION 4.1 Representations and Warranties of the SPV and the Initial Servicer. Each
of the SPV and the initial Servicer represents and warrants to the Agent, each Managing Agent, the
Administrators, the Investors and the other Secured Parties, as to itself only, that, on the
Closing Date, on each Investment Date and on each date of Reinvestment:



(a) Corporate Existence and Power. It (i) is validly existing and in good standing
under the laws of its jurisdiction of formation, (ii) with respect to the SPV, was duly organized,
(iii) with respect to the Servicer, was duly incorporated, (iv) has all corporate or limited
liability company power and all licenses, authorizations, consents and approvals of all Official
Bodies required to carry on its business in each jurisdiction in which its business is now and
proposed to be conducted (except where the failure to have any such licenses, authorizations,
consents and approvals would not individually or in the aggregate reasonably be expected to have a
Material Adverse Effect) and (v) is duly qualified to do business and is in good standing in every
other jurisdiction in which the nature of its business requires it to be so qualified, except where
the failure to be so qualified or in good standing would not reasonably be expected to have a
Material Adverse Effect.



(b) Authorization; No Contravention. The execution, delivery and performance by it of
this Agreement and the other Transaction Documents to which it is a party (i) are within its
corporate or limited liability company powers, (ii) have been duly authorized by all necessary
corporate or limited liability company action, (iii) require no action by or in respect of, or
filing with, any Official Body or official thereof (except as contemplated by this Agreement, all
of which have been (or as of the Closing Date will have been) duly made and in full force and
effect), (iv) do not contravene or constitute a default under (A) its organizational documents, (B)
any Law applicable to it, (C) any contractual restriction binding on or affecting it or its
property or (D) any order, writ, judgment, award, injunction, decree or other instrument binding on
or affecting it or its property or (v) result in the creation or imposition of any Adverse Claim
upon or with respect to its property (except as contemplated hereby).



(c) Binding Effect. Each of this Agreement and the other Transaction Documents to
which it is a party has been duly executed and delivered and constitutes its legal, valid and
binding obligation, enforceable against it in accordance with its terms, subject to applicable
bankruptcy, insolvency, moratorium or other similar laws affecting the rights of creditors
generally (whether at law or equity).



(d) Perfection. In the case of the SPV, the representations and warranties set forth
on Schedule 4.1(d) hereto are true and correct.



(e) Accuracy of Information. All factual information (taken as a whole) heretofore or
contemporaneously furnished by or on behalf of the SPV, the Servicer, the Originator or Greif, Inc.
or any of their Subsidiaries or Affiliates in writing to any Investor, Managing Agent or the Agent
(including, without limitation, all information contained in the Transaction Documents) for
purposes of or in connection with this Agreement or any transaction


 


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contemplated herein is, and all other such factual information (taken as a whole) hereafter
furnished by or on behalf of the SPV, the Servicer, the Originator or Greif, Inc. or any of their
Subsidiaries or Affiliates in writing to any Investor, Managing Agent or the Agent for purposes of
or in connection with this Agreement or any transaction contemplated herein, when taken as a whole,
do not contain as of the date furnished any untrue statement of material fact or omit to state a
material fact necessary in order to make the statements contained herein or therein, in light of
the circumstances under which they were made, not misleading. The SPV, the Servicer, the Originator
and Greif, Inc. and any of their Subsidiaries or Affiliates have disclosed to each Investor, each
Managing Agent and the Agent (a) all agreements, instruments and corporate or other restrictions to
which SPV, the Servicer, the Originator or Greif, Inc. or any of their Subsidiaries or Affiliates
is subject, and (b) all other matters known to any of them, that individually or in the aggregate
with respect to (a) and (b) above, would reasonably be expected to result in a Material Adverse
Effect.



(f) Tax Status. It has (i) timely filed all material tax returns (federal, state and
local) required to be filed and (ii) paid or made adequate provision for the payment of all taxes,
assessments and other governmental charges, except (a) taxes, assessments and other governmental
charges that are being contested in good faith by appropriate proceedings and for which adequate
reserves have been set aside on the books and records, or (b) to the extent that the failure to do
so would not reasonably be expected to result in a Material Adverse Effect.



(g) Action, Suits. It is not in violation of any order of any Official Body. Except
as set forth in Schedule 4.1(g), there are no actions, suits or proceedings pending or, to
the best knowledge of the SPV, threatened (i) against the SPV, the Servicer, any Originator or
Greif, Inc. or any of their Subsidiaries or Affiliates challenging the validity or enforceability
of any material provision of any Transaction Document, or (ii) that would reasonably be expected
to have a Material Adverse Effect.



(h) Use of Proceeds. In the case of the SPV, no proceeds of any Investment or
Reinvestment will be used by it (i) to acquire any security in any transaction which is subject to
Section 13 or 14 of the Securities Exchange Act of 1934, (ii) to acquire any equity security of a
class which is registered pursuant to Section 12 of such act or (iii) for any other purpose that
violates applicable Law, including Regulation U of the Federal Reserve Board.



(i) Principal Place of Business; Chief Executive Office; Location of Records. Its
principal place of business, chief executive office and the offices where it keeps all its Records,
are located at the address(es) described on Schedule 4.1(i) or such other locations
notified to each Managing Agent in accordance with Section 7.7 in jurisdictions where all
action required by Section 7.7 has been taken and completed.



(j) Subsidiaries; Tradenames, Etc. In the case of the SPV, as of the Closing Date:
(i) it has no Subsidiaries; and (ii) it has not, within the last five (5) years, operated under
any tradename other than its legal name, and, within the last five (5) years, it has not changed
its name, merged with or into or consolidated with any other Person or been the subject of any
proceeding under the Bankruptcy Code. Schedule 4.1(j) lists the correct Federal Employer
Identification Number of the SPV.


 


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(k) Good Title. In the case of the SPV, upon each Investment and Reinvestment, the
Agent shall acquire a valid and enforceable perfected first priority ownership interest or a first
priority perfected security interest in each Receivable and all other Affected Assets that exist
on the date of such Investment or Reinvestment, with respect thereto, free and clear of any
Adverse Claim.



(l) Nature of Receivables. Each Receivable (i) represented by it to be an Eligible
Receivable in any Servicer Report or (ii) included in the calculation of the Net Pool Balance in
such Servicer Report in fact satisfies at the time of such calculation the definition of “Eligible
Receivable” set forth herein. On the date of the applicable initial Investment therein by the
Investors hereunder, it has no knowledge of any fact (including any defaults by the Obligor
thereunder on any other Receivable) that would cause it or should have caused it to expect any
payments on such Eligible Receivable not to be paid in full when due.



(m) Coverage Requirement. In the case of the SPV, the sum of the Net Investment
plus the Required Reserves does not exceed the Net Pool Balance.



(n) Credit and Collection Policy. It has at all times complied in all material
respects with the Credit and Collection Policy with regard to each Eligible Receivable.



(o) Material Adverse Effect. On and since the Closing Date, there has been no
Material Adverse Effect.



(p) No Termination Event or Potential Termination Event. In the case of the SPV, no
event has occurred and is continuing and no condition exists which constitutes a Termination Event
or a Potential Termination Event.



(q) Not an Investment Company or Holding Company. It is not, and is not controlled
by, an “investment company” within the meaning of the Investment Company Act of 1940, or is exempt
from all provisions of such act.



(r) ERISA. Except as, in the aggregate, would not reasonably be expected to have a
Material Adverse Effect, no steps have been taken by any Person to terminate any Pension Plan the
assets of which are not sufficient to satisfy all of its benefit liabilities (as determined under
Title IV of ERISA), no contribution failure has occurred or is expected to occur with respect to
any Pension Plan sufficient to give rise to a lien under Section 302(f) of ERISA, and each Pension
Plan has been administered in all material respects in compliance with its terms and applicable
provision of ERISA and the Code.



(s) Blocked Accounts. The names and addresses of all the Blocked Account Banks,
together with the account numbers of the Blocked Accounts at such Blocked Account Banks, are
specified in Schedule 4.1(s) (or at such other Blocked Account Banks and/or with such other
Blocked Accounts as have been notified to each Managing Agent and for which Blocked Account
Agreements have been executed in accordance with Section 7.3 and delivered to the Servicer
and the Agent). All Blocked Accounts are subject to Blocked Account Agreements. All Obligors have
been instructed to make payment to a Blocked Account; provided that if cash or cash proceeds other
than Collections on Receivables are deposited into a Blocked Account (the “Excluded
Amounts”), such Excluded Amounts shall not constitute




 


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Related Security, and the Agent shall have no right, title or interest in any such Excluded
Amounts.



(t) Bulk Sales. In the case of the SPV, no transaction contemplated hereby or by the
First Tier Agreement requires compliance with any bulk sales act or similar law.



(u) Transfers Under First Tier Agreement. In the case of the SPV, each Receivable has
been purchased or otherwise acquired by it from the applicable Originator pursuant to, and in
accordance with, the terms of the First Tier Agreement.



(v) Preference; Voidability. In the case of the SPV, it shall have given reasonably
equivalent value to each Originator in consideration for the transfer to it of the Affected Assets
from such Originator, and each such transfer shall not have been made for or on account of an
antecedent debt owed by any Originator to it and no such transfer is or may be voidable under any
section of the Bankruptcy Code.



(w) Compliance
with Applicable Laws; Licenses, etc. (i) Each of the SPV and Servicer
is in compliance in all material respects with the requirements of all applicable laws, rules,
regulations, and orders of all Official Bodies (including the Federal Consumer Credit Protection
Act, as amended, Regulation Z of the Board of Governors of the Federal Reserve System, as amended,
laws, rules and regulations relating to usury, truth in lending, fair credit billing, fair credit
reporting, equal credit opportunity, fair debt collection practices and privacy and all other
consumer laws, rules and regulations applicable to the Receivables), a breach of any of which,
individually or in the aggregate, would be reasonably likely to have a Material Adverse Effect;
and




(ii) it has not failed to obtain any licenses, permits, franchises or other
governmental authorizations necessary to the ownership of its properties or to the
conduct of its business (including any registration requirements or other actions as
may be necessary in any applicable jurisdiction in connection with the ownership of
the Contracts or the Receivables and other related assets), which violation or failure
to obtain would be reasonably likely to have a Material Adverse Effect.



(x) Nonconsolidation. The SPV is operated in such a manner that the separate
corporate existence of the SPV, on the one hand, and the Servicer and each Originator or any
Affiliate thereof, on the other, would not be disregarded in the event of the bankruptcy or
insolvency of the Servicer, such Originator or any Affiliate thereof and, without limiting the
generality of the foregoing:




(i) the SPV is a limited purpose entity whose activities are restricted in its
organizational documents to activities related to purchasing or otherwise acquiring
receivables (including the Receivables) and related assets and rights and conducting
any related or incidental business or activities it deems necessary or appropriate to
carry out its primary purpose, including entering into the Transaction Documents;




(ii) the SPV has not engaged, and does not presently engage, in any activity
other than those activities expressly permitted hereunder and under the




 


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other Transaction Documents, nor, after the execution of the Termination and Payoff Letter, will
the SPV be party to any agreement other than this Agreement, the other Transaction Documents to
which it is a party and a services agreement with its independent manager, and with the prior
written consent of the Agent, any other agreement necessary to carry out more effectively the
provisions and purposes hereof or thereof;



(iii) (A) the SPV maintains its own deposit account or accounts, separate from those of any
of its Affiliates, with commercial banking institutions, (B) the funds of the SPV are not and have
not been diverted to any other Person or for other than the corporate use of the SPV and (C)
except as may be expressly permitted by this Agreement, the funds of the SPV are not and have not
been commingled with those of any of its Affiliates;



(iv) to the extent that the SPV contracts or does business with vendors or service providers
where the goods and services provided are partially for the benefit of any other Person, the costs
incurred in so doing are fairly allocated to or among the SPV and such entities for whose benefit
the goods and services are provided, and each of the SPV and each such entity bears its fair share
of such costs; and all material transactions between the SPV and any of its Affiliates shall be on
an arm’s-length basis;



(v) the SPV maintains a principal executive and administrative office through which its
business is conducted and a telephone number and stationery through which all business
correspondence and communication are conducted, in each case separate from those of any Originator
and its Affiliates;



(vi) the SPV conducts its affairs strictly in accordance with its organizational documents and
observes all necessary, appropriate and customary limited liability company formalities, including
(A) holding all regular and special directors’/managers’ meetings appropriate to authorize all
limited liability company action, (B) keeping separate and accurate minutes of such meetings, (C)
passing all resolutions or consents necessary to authorize actions taken or to be taken, and (D)
maintaining accurate and separate books, records and accounts, including intercompany transaction
accounts;



(vii) all decisions with respect to its business and daily operations are independently made
by the SPV (although the officer making any particular decision may also be an employee, officer
or director of an Affiliate of the SPV) and are not dictated by any Affiliate of the SPV (it being
understood that the Servicer, which is an Affiliate of the SPV, will undertake and perform all of
the operations, functions and obligations of it set forth herein and it may appoint Sub-Servicers,
which may be Affiliates of the SPV, to perform certain of such operations, functions and
obligations);


 


47









 





(viii) the SPV acts solely in its own name and through its own authorized officers and
agents, and no Affiliate of the SPV shall be appointed to act as its agent, except as expressly
contemplated by this Agreement;



(ix) no Affiliate of the SPV advances funds to the SPV, other than as is otherwise provided
herein or in the other Transaction Documents, and no Affiliate of the SPV otherwise supplies funds
to, or guaranties debts of, the SPV; provided that an Affiliate of the SPV may provide
funds to the SPV in connection with the capitalization of the SPV;



(x) other than organizational expenses and as expressly provided herein, the SPV pays all
expenses, Indebtedness and other obligations incurred by it;



(xi) the SPV does not guarantee, and is not otherwise liable, with respect to any obligation
of any of its Affiliates;



(xii) any financial reports required of the SPV comply with GAAP and are issued separately
from, but may be consolidated with, any reports prepared for any of its Affiliates;



(xiii) at all times the SPV is adequately capitalized to engage in the transactions
contemplated in its organizational documents;



(xiv) the financial statements and books and records of the SPV and the Originators reflect
the separate limited liability company existence of the SPV;



(xv) the SPV does not act as agent for any of the Originators or any Affiliate thereof, but
instead presents itself to the public as a entity separate from each such Person and independently
engaged in the business of purchasing and financing Receivables;



(xvi) the SPV maintains a five-person board of managers, including at least one independent
manager, who has never been, and shall at no time be a equity owned, director, officer, employee or
associate, or any relative of the foregoing, of any Originator or any Affiliate thereof (other than
the SPV and any other bankruptcy-remote special purpose entity formed for the sole purpose of
securitizing, or facilitating the securitization of, financial assets of any Originator or any
Affiliate thereof), all as provided in its organizational documents, and is otherwise reasonably
acceptable to the Agent;



(xvii) the organizational documents of the SPV require the affirmative vote of the
independent manager before a voluntary petition under Section 301 of the Bankruptcy Code may be
filed by the SPV;



(xviii) the SPV complies with (and causes to be true and correct) each of the facts and
assumptions relating to it contained in the opinion(s) of Vorys, Sater, Seymour and Pease LLP,
delivered pursuant to Section 5.1(m); and


 


48









 





Notwithstanding the foregoing, the SPV was party to a certain receivables purchase facility
with Fortis Bank S.A./N.V., which was terminated and paid off on the date hereof in accordance
with the Termination and Payoff Letter, and as to which certain Continuing Fortis Obligations
exist.



(y) Other Debt. Except as provided herein, the SPV has not created, incurred, assumed
or suffered to exist any Indebtedness whether current or funded, or any other liability other than
(i) Indebtedness of the SPV representing fees, expenses and indemnities arising hereunder or under
the First Tier Agreement for the purchase price of the Receivables and other Affected Assets under
the First Tier Agreement, (ii) indebtedness to one or more Originators for the Deferred Purchase
Price, (iii) other outstanding Indebtedness incurred in the ordinary course of its business in an
amount that does not exceed $10,000, and (iv) Continuing Fortis Obligations.



(z) Representations and Warranties in other Related Documents. Each of the
representations and warranties made by it contained in the Transaction Documents is true, complete
and correct in all material respects (except any representation or warranty qualified by
materiality or by reference to a material adverse effect, which is true, complete and correct in
all respects) and it hereby makes each such representation and warranty to, and for the benefit of,
the Agent, each Managing Agent, the Administrators, the Investors and the other Secured Parties as
if the same were set forth in full herein.



(aa) No Servicer Default. In the case of the Servicer, no event has occurred and is
continuing and no condition exists which constitutes or may reasonably be expected to constitute a
Servicer Default.



ARTICLE V




CONDITIONS PRECEDENT




SECTION 5.1 Conditions Precedent to Closing. The occurrence of the Closing Date and
the effectiveness of the Commitments hereunder shall be subject to the conditions precedent that
(i) the SPV or the Originators shall have paid in full (A) all amounts required to be paid by each
of them on or prior to the Closing Date pursuant to the Fee Letters and (B) the fees and expenses
described in clause (i) of Section 9.4(a) and invoiced prior to the Closing Date,
(ii) satisfactory completion by the Agent of its due diligence process, and (iii) each Managing
Agent shall have received, for itself and each of the Investors in its Investor Group, an original
(unless otherwise indicated) of each of the following documents, each in form and substance
satisfactory to each Managing Agent:



(a) A duly executed counterpart of this Agreement, the First Tier Agreement, the Guaranty, the
Fee Letters, the Termination and Payoff Letter and each of the other Transaction Documents executed
by the Originators, the SPV or the Servicer, as applicable.



(b) A certificate, substantially in the form of Exhibit E, of the secretary or
assistant secretary of the SPV, certifying and attaching as exhibits thereto, among other things:




(i) the organizational documents;


 


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(ii) resolutions of the board of managers or other governing body of the SPV
authorizing the execution, delivery and performance by the SPV of this Agreement, the
First Tier Agreement and the other Transaction Documents to be delivered by the SPV
hereunder or thereunder and all other documents evidencing necessary limited liability
company action and government approvals, if any; and




(iii) the incumbency, authority and signature of each officer of the SPV executing
the Transaction Documents or any certificates or other documents delivered hereunder or
thereunder on behalf of the SPV.



(c) A certificate, substantially in the form of Exhibit F, of the secretary or
assistant secretary of each Originator and the Servicer certifying and attaching as exhibits
thereto, among other things:




(i) the articles of incorporation or other organizing document of each Originator
and the Servicer (certified by the Secretary of State or other similar official of its
jurisdiction of incorporation or organization, as applicable, as of a recent date);




(ii) the by-laws of each Originator and the Servicer;




(iii) resolutions of the board of directors or other governing body of each
Originator and the Servicer authorizing the execution, delivery and performance by it
of this Agreement, the First Tier Agreement and the other Transaction Documents to be
delivered by it hereunder or thereunder and all other documents evidencing necessary
corporate action (including shareholder consents) and government approvals, if any;
and




(iv) the incumbency, authority and signature of each officer of each of the
Originators and the Servicer executing the Transaction Documents or any certificates or
other documents delivered hereunder or thereunder on its behalf.



(d) A good standing certificate for the SPV issued by the Secretary of State or a similar
official of the SPV’s jurisdiction of formation, dated as of a recent date.



(e) A good standing certificate for each of the Originators and the Servicer issued by the
Secretary of State or a similar official of its jurisdiction of incorporation or organization, as
applicable, dated as of a recent date.



(f) Acknowledgment copies or other evidence of filing acceptable to the Agent of proper
financing statements (Form UCC-1) naming the SPV, as debtor, in favor of the Agent, as secured
party, for the benefit of the Secured Parties or other similar instruments or documents as may be
necessary or in the reasonable opinion of the Agent desirable under the UCC of all appropriate
jurisdictions or any comparable law to perfect the Agent’s ownership or security interest in all
Receivables and the other Affected Assets.



(g) Acknowledgment copies or other evidence of filing acceptable to the Agent of proper
financing statements (Form UCC-1), naming each Originator, as the debtor, in


 


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favor of the SPV, as assignor secured party, and the Agent, for the benefit of the Secured Parties,
as assignee secured party, or other similar instruments or documents as may be necessary or in the
reasonable opinion of the Agent desirable under the UCC of all appropriate jurisdictions or any
comparable law to perfect the SPV’s ownership interest in all Receivables and the other Affected
Assets.



(h) Copies of proper financing statements (Form UCC-3) necessary to terminate all security
interests and other rights of any Person in Receivables or the other Affected Assets previously
granted by each Originator and the SPV.



(i) Certified copies of requests for information or copies (Form UCC-11) (or a similar search
report certified by parties acceptable to the Agent) dated a date reasonably near the Closing Date
listing all effective financing statements which name the SPV or each Originator as debtor and
which are filed in jurisdictions in which the filings were made pursuant to clauses (f) or
(g) above and such other jurisdictions where the Agent may reasonably request, together
with copies of such financing statements, and similar search reports with respect to federal tax
liens and liens of the Pension Benefit Guaranty Corporation in such jurisdictions.



(j) Executed copies of the Blocked Account Agreements relating to each of the Blocked
Accounts.



(k) A favorable opinion of Gary R. Martz, General Counsel of Greif, Inc., covering certain
corporate matters with respect to the Servicer and the SPV in for and substance satisfactory to the
Agent and Agent’s counsel.



(l) A favorable opinion of Vorys, Sater, Seymour and Pease LLP, special counsel to the SPV,
the Servicer and the Originators, covering certain corporate and UCC matters in form and substance
satisfactory to the Agent and Agent’s counsel.



(m) A favorable opinion of Vorys, Sater, Seymour and Pease LLP, special counsel to the SPV and
the Originators, covering certain bankruptcy and insolvency matters in form and substance
satisfactory to the Agent and Agent’s counsel.



(n) An electronic file identifying all Receivables and the Unpaid Balances thereon and such
other information with respect to the Receivables as any Managing Agent may reasonably request.



(o) Satisfactory results of a review and audit of the SPV’s and the Originators’ collection,
operating and reporting systems, Credit and Collection Policy, historical receivables data and
accounts, including satisfactory results of a review of the Originators’ operating location(s) and
satisfactory review and approval of the Eligible Receivables in existence on the date of the
initial purchase under the First Tier Agreement and a written outside audit report of a
nationally-recognized accounting firm as to such matters.




(p) A Servicer Report as of October 31, 2008.




(q) Evidence that the Collection Account has been established.


 


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(r) Such other approvals, documents, instruments, certificates and opinions as the Agent, any
Managing Agent, any Administrator or any Investor may reasonably request.



SECTION 5.2 Conditions Precedent to All Investments and Reinvestments. Each Investment
hereunder (including the initial Investment) and each Reinvestment hereunder shall be subject to
the conditions precedent that (i) the Closing Date shall have occurred, and (ii) on the date of
such Investment or Reinvestment, as the case may be, the following statements shall be true (and
the SPV by accepting the amount of such Investment or Reinvestment shall be deemed to have
certified that):



(a) The representations and warranties contained in Section 4.1 are true and correct
in all material respects (except those representations and warranties qualified by materiality or
by reference to a material adverse effect, which are true and correct in all respects) on and as
of such day as though made on and as of such day and shall be deemed to have been made on such day
(unless such representations and warranties specifically refer to a previous day, in which case,
they shall be complete and correct in all material respects (or, with respect to such
representations or warranties qualified by materiality or by reference to a material adverse
effect, complete and correct in all respects) on and as of such previous day); provided that no
such representation, warranty, or certification hereunder shall be deemed to be incorrect or
violated to the extent any affected Receivable is subject to a Deemed Collection and all required
amounts with respect to which have been deposited into a Blocked Account or the Collection
Account.



(b) In the case of an Investment, each Managing Agent shall have received an Investment
Request, appropriately completed, within the time period required by
Section 2.3.



(c) In the case of an Investment, the Agent and each Managing Agent shall have received a
Servicer Report dated no more than 30 days prior to the proposed Investment Date, and the
information set forth therein shall be true, complete and correct in all material respects.




(d) The Termination Date has not occurred.



(e) In the case of an Investment, the amount of such Investment will not exceed the amount
available therefor under Section 2.2 and, after giving effect thereto, the sum of the Net
Investment and the Required Reserves will not exceed the Net Pool Balance.



ARTICLE VI




COVENANTS




SECTION 6.1 Affirmative Covenants of the SPV and Servicer. At all times from the date
hereof to the Final Payout Date, unless the Majority Investors shall otherwise consent in writing:



(a) Reporting Requirements. The SPV shall furnish to the Agent (with a copy to each
Managing Agent):


 


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(i) Annual Reporting. Within ninety (90) days after the close of Greif, Inc.’s fiscal
year, (A) audited financial statements, prepared by a nationally-recognized accounting firm in
accordance with GAAP on a consolidated basis for Greif, Inc. and its Subsidiaries (which shall
include the SPV), including balance sheets as of the end of such period, related statements of
operations, shareholder’s equity and cash flows, accompanied by an unqualified audit report
certified by independent certified public accountants, acceptable to each Managing Agent, prepared
in accordance with GAAP and any management letter prepared by said accountants and a certificate of
said accountants that, in the course of the foregoing, they have obtained no knowledge of any
Termination Event or Potential Termination Event, or if, in the opinion of such accountants, any
Termination Event or Potential Termination Event shall exist, stating the nature and status
thereof, and (B) a report covering such fiscal year to the effect that such accounting firm has
applied certain agreed-upon procedures (a copy of which procedures are attached hereto as
Schedule 6.1(a), it being understood that the Servicer and the Agent will provide an
updated Schedule 6.1(a) reflecting any further amendments to such Schedule 6.1(a)
prior to the issuance of the first such agreed-upon procedures report, a copy of which shall
replace the then existing Schedule 6.1(a)) to certain documents and records relating to the
Collateral under any Transaction Document, compared the information contained in the Servicer
Reports delivered during the period covered by such report with such documents and records and that
no matters came to the attention of such accountants that caused them to believe that such
servicing was not conducted in compliance with this Article VI, except for such exceptions
as such accountants shall believe to be immaterial and such other exceptions as shall be set forth
in such statement.




(ii) Quarterly Reporting. Within forty-five (45) days after the close of the first
three quarterly periods of Greif, Inc.’s fiscal year, for Greif, Inc. and its other Subsidiaries
(which shall include the SPV), in each case, consolidated balance sheets as at the close of each
such period and consolidated related statements of operations, shareholder’s equity and cash flows
for the period from the beginning of such fiscal year to the end of such quarter, all certified by
its chief financial officer or treasurer.




(iii) Compliance Certificate. Together with the financial statements required
hereunder, a compliance certificate signed by Greif, Inc.’s chief financial officer or treasurer
stating that (A) the attached financial statements have been prepared in accordance with GAAP and
accurately reflect the financial condition of the SPV or the Originators and their respective
Subsidiaries, as applicable, and (B) to the best of such Person’s knowledge, no Termination Event
or Potential Termination Event exists, or if any Termination Event or Potential Termination Event
exists, stating the nature and status thereof and showing the computation of, and showing
compliance with, each of the financial triggers set forth in Sections 7.5(g) and
(h) and Sections 8.1(h), (i), (j) and (k) hereof.




(iv) Notices. Promptly after receipt thereof, copies of all notices
received by the SPV from any Originator.


 


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(v) SEC Filings. So long as they include the information set forth in subclauses (i)
and (ii), the timely filings by Greif, Inc. of its form 10-K and form 10-Q, respectively, will
satisfy the delivery requirements set forth in such clauses. Promptly upon the filing thereof,
copies of all registration statements and annual, quarterly, monthly or other regular reports and
all special shareholder reports and proxy statements, if any, which any Originator or any
Subsidiary thereof files with the Securities and Exchange Commission; provided that, so long as
such reports are publicly available on the SEC’s EDGAR website or any successor thereto, physical
delivery of such documents shall not be required.




(vi) Notice of Termination Events or Potential Termination Events; Etc. (A) As soon as
possible and in any event within two (2) Business Days after it obtains knowledge of the occurrence
of each Termination Event or Potential Termination Event, a statement of its chief financial
officer or chief accounting officer setting forth details of such Termination Event or Potential
Termination Event and the action which it proposes to take with respect thereto, which information
shall be updated promptly from time to time upon the request of the Agent; (B) promptly after it
obtains knowledge thereof, notice of any litigation, investigation or proceeding that may exist at
any time between it and any Person, as to which there is a reasonable possibility of an adverse
determination and that, if adversely determined, would reasonably be expected to have a Material
Adverse Effect or any litigation or proceeding relating to any Transaction Document; and (C)
promptly after knowledge of the occurrence thereof, notice of a Material Adverse Effect.




(vii) Change in Credit and Collection Policy. At least ten (10) Business Days prior
to the date any material change in or amendment to the Credit and Collection Policy is made, a
copy of the Credit and Collection Policy then in effect indicating such change or amendment.




(viii) Credit and Collection Policy. If so requested by the Agent, within ninety (90)
days after the close of each of the Originator’s and the SPV’s fiscal years, a complete copy of
the Credit and Collection Policy then in effect, if requested by any Managing Agent in writing.




(ix) ERISA. Promptly after the filing, giving or receiving thereof, copies of all
reports and notices with respect to any Reportable Event pertaining to any Pension Plan and copies
of any notice by any Person of its intent to terminate any Pension Plan, and promptly upon the
occurrence thereof, written notice of any contribution failure with respect to any Pension Plan
sufficient to give rise to a lien under Section 302(f) of ERISA, in each case if it is reasonably
likely that such occurrence would have a Material Adverse Effect.




(x) Change in Accountants or Accounting Policy. Promptly after the occurrence
thereof, notice of any change in the accountants of the SPV or any of the Originators.


 


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(xi) Other Information. Such other information (including non-financial
information) as the Agent, any Managing Agent or the Administrators may from time to
time reasonably request with respect to any Originator, the SPV or the Servicer.



(b) Conduct of Business; Ownership. Each of the SPV and the Servicer shall continue
to engage in business of the same general types as now conducted by them (including businesses
reasonably related or incidental thereto) as it is presently conducted and do all things necessary
to remain duly organized, validly existing and in good standing in its jurisdiction of formation
and maintain all requisite authority to conduct its business in each jurisdiction in which its
business is conducted. The SPV shall at all times be a wholly-owned direct or indirect Subsidiary
of Greif, Inc.



(c) Compliance with Laws, Etc. Each of the SPV and the Servicer shall comply in all
material respects with all Laws to which it or its respective properties may be subject and
preserve and maintain its corporate or limited liability company existence, rights, franchises,
qualifications and privileges, except to the extent any non-compliance would not reasonably be
expected to have a Material Adverse Effect.



(d) Furnishing of Information and Inspection of Records. Each of the SPV and the
Servicer shall furnish to the Agent and each Managing Agent from time to time such information with
respect to the Affected Assets as the Agent or a Managing Agent may reasonably request, including
listings identifying the Obligor and the Unpaid Balance for each Receivable. Each of the SPV and
the Servicer shall, at any time and from time to time during regular business hours upon reasonable
notice (which shall be at least two (2) Business Days), as requested by the Agent or a Managing
Agent, permit the Agent or Managing Agent, or its agents or representatives, (i) to examine and
make copies of and take abstracts from all books, records and documents (including computer tapes
and disks) relating to the Receivables or other Affected Assets, including the related Contracts
and (ii) to visit the offices and properties of the SPV, each Originator or the Servicer, as
applicable, for the purpose of examining such materials described in clause (i), and to
discuss matters relating to the Affected Assets or the SPV’s, each Originator’s or the Servicer’s
performance hereunder, under the Contracts and under the other Transaction Documents to which such
Person is a party with any of the officers, directors, employees or independent public accountants
of the SPV (but only in the presence of an officer of the SPV), each Originator or the Servicer, as
applicable, having knowledge of such matters; provided that unless a Termination Event or Potential
Termination Event shall have occurred and be continuing, the SPV and the Servicer shall not be
required to reimburse the reasonable expenses of more than one (1) such visit in the aggregate
among the SPV and the Servicer per calendar year.



(e) Keeping of Records and Books of Account. Each of the SPV and the Servicer shall
maintain and implement administrative and operating procedures (including an ability to recreate
records evidencing Receivables and related Contracts in the event of the destruction of the
originals thereof), and keep and maintain all documents, books, computer tapes, disks, records and
other information, reasonably necessary or advisable for the collection of all Receivables
(including records adequate to permit the daily identification of each new Receivable and all
Collections of and adjustments to each existing Receivable). Each of the SPV


 


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and the Servicer shall give the Agent and each Managing Agent prompt notice of any material change
in its administrative and operating procedures referred to in the previous sentence.



(f) Performance and Compliance with Receivables, Contracts and Credit and Collection
Policy. Each of the SPV and the Servicer shall, (i) at its own expense, timely and fully
perform and comply with all material provisions, covenants and other promises required to be
observed by it under the Contracts related to the Receivables in accordance with the Credit and
Collection Policy; and (ii) timely and fully comply in all material respects with the Credit and
Collection Policy in regard to each Eligible Receivable and the related Contract.



(g) Notice of Agent’s Interest. In the event that the SPV shall sell or otherwise
transfer any interest in accounts receivable or any other financial assets (other than as
contemplated by the Transaction Documents), any computer tapes or files or other documents or
instruments provided by the Servicer in connection with any such sale or transfer shall disclose
the SPV’s ownership of the Receivables and the Agent’s interest therein.



(h) Collections. The SPV and the Servicer have instructed, or shall instruct, all
Obligors to cause all Collections to be deposited directly to a Blocked Account or to post office
boxes to which only Blocked Account Banks have access and shall instruct the Blocked Account Banks
to cause all items and amounts relating to such Collections received in such post office boxes to
be removed and deposited into a Blocked Account on a daily basis.



(i) Collections Received. Each of the SPV and the Servicer shall hold in trust, and
deposit, promptly, but in any event not later than two (2) Business Days following its receipt
thereof, to a Blocked Account or, if required by Section 2.9, to the Collection Account,
all Collections received by it from time to time.



(j) Blocked Accounts. Each Blocked Account shall at all times be subject to a Blocked
Account Agreement.



(k) Sale Treatment. The SPV shall not (i) treat, the transactions contemplated by the
First Tier Agreement in any manner other than as a sale or contribution (as applicable) of
Receivables by the Originators to the SPV, except to the extent that such transactions are not
recognized on account of consolidated financial reporting in accordance with GAAP or are
disregarded for tax purposes or (ii) treat (other than for tax and accounting purposes) the
transactions contemplated hereby in any manner other than as a sale of the Asset Interest by the
SPV to the Agent on behalf of the Investors. In addition, the SPV shall disclose (in a footnote or
otherwise) in all of its financial statements (including any such financial statements
consolidated with any other Person’s financial statements) the existence and nature of the
transaction contemplated hereby and by the First Tier Agreement and the interest of the SPV (in
the case of an Originator’s financial statements) and the Agent, on behalf of the Investors, in
the Affected Assets.



(l) Separate Business; Nonconsolidation. The SPV shall not (i) engage in any business
not permitted by its organizational documents or (ii) conduct its business or act in any other
manner which is inconsistent with Section 4.1(w).


 


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(m) Corporate Documents. The SPV shall only amend, alter, change or repeal its
organizational documents with the prior written consent of the Agent.



(n) Ownership Interest, Etc. The SPV shall, at its expense, take all action necessary
or desirable to establish and maintain a valid and enforceable ownership or security interest in
the Receivables, the Related Security and proceeds with respect thereto, and a first priority
perfected security interest in the Affected Assets, in each case free and clear of any Adverse
Claim, in favor of the Agent for the benefit of the Secured Parties, including taking such action
to perfect, protect or more fully evidence the interest of the Agent, as any Managing Agent may
request.



(o) Enforcement of First Tier Agreement. The SPV, on its own behalf and, during the
continuation of a Termination Event or Potential Termination Event, on behalf of the Agent, each
Managing Agent and each Secured Party, shall promptly enforce all covenants and obligations of the
Originators contained in the First Tier Agreement. During the continuation of a Termination Event
or Potential Termination Event, the SPV shall deliver consents, approvals, directions, notices,
waivers and take other actions under the First Tier Agreement as may be directed by any Managing
Agent consistent with the SPV’s rights thereunder.



(p) Perfection Covenants. The SPV shall comply with each of the covenants set forth
in the Schedule 4.1(d) which are incorporated herein by reference.



(q) Solvency of SPV. The fair value of the assets of the SPV, at a fair valuation,
will, at all times prior to the Final Payout Date, exceed its debts and liabilities, subordinated,
contingent or otherwise. The present fair saleable value of the property of the SPV, at all times
prior to the Final Payout Date, will be greater than the amount that will be required to pay the
probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as
such debts and other liabilities become absolute and matured. The SPV will, at all times prior to
the Final Payout Date, be able to pay its debts and liabilities, subordinated, contingent or
otherwise, as such debts and liabilities become absolute and matured. The SPV will not, at any time
prior to the Final Payout Date, have unreasonably small capital with which to conduct the business
in which it is engaged as such business is now conducted and is proposed to be conducted.



(r) Good Title. In the case of the SPV, upon each Investment and Reinvestment, the
Agent shall acquire a valid and enforceable perfected first priority ownership interest or a first
priority perfected security interest in each Eligible Receivable and all other Affected Assets
that exist on the date of such Investment or Reinvestment, with respect thereto, free and clear of
any Adverse Claim.



SECTION 6.2 Negative Covenants of the SPV and Servicer. At all times from the date
hereof to the Final Payout Date, unless the Majority Investors shall otherwise consent in writing:



(a) No Sales, Liens, Etc. (i) Except as otherwise provided herein and in the First
Tier Agreement, neither the SPV nor the Servicer shall sell, assign (by operation of law or
otherwise) or otherwise dispose of, or create or suffer to exist any Adverse Claim upon (or the
filing of any financing statement) or with respect to (A) any of the Affected Assets, or (B) any




 


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proceeds of inventory or goods, the sale of which may give rise to a Receivable, or assign any
right to receive income in respect thereof and (ii) the SPV shall not issue any security to, or
sell, transfer or otherwise dispose of any of its property or other assets (including the property
sold to it by an Originator under Section 2.1 of the First Tier Agreement) to, any Person other
than an Affiliate (which Affiliate is not a special purpose entity organized for the sole purpose
of issuing asset backed securities) or as otherwise expressly provided for in the Transaction
Documents.



(b) No Extension or Amendment of Receivables. Except as otherwise permitted in
Section 7.2, neither the SPV nor the Servicer shall extend, amend or otherwise modify the
terms of any Receivable, or amend, modify or waive any term or condition of any Contract related
thereto.



(c) No Change in Business or Credit and Collection Policy. Neither the SPV nor the
Servicer shall make any change in the character of its business or in the Credit and Collection
Policy, which change would, in either case, materially impair the collectibility of any Eligible
Receivable or reasonably be expected to have a Material Adverse Effect.



(d) No Subsidiaries, Mergers, Etc. Neither the SPV nor the Servicer shall consolidate
or merge with or into, or sell, lease or transfer all or substantially all of its assets to, any
other Person, unless in the case of any such action by the Servicer (i) no Termination Event or
Material Adverse Effect would occur or be reasonably likely to occur as a result of such
transaction and (ii) such Person executes and delivers to the Agent and each Managing Agent an
agreement by which such Person assumes the obligations of the Servicer hereunder and under the
other Transaction Documents to which it is a party, or confirms that such obligations remain
enforceable against it, together with such certificates and opinions of counsel as any Managing
Agent may reasonably request. The SPV shall not form or create any Subsidiary.



(e) Change in Payment Instructions to Obligors. Neither the SPV nor the Servicer shall
add or terminate any bank as a Blocked Account Bank or any account as a Blocked Account to or from
those listed in Schedule 4.1(s) or make any change in its instructions to Obligors
regarding payments to be made to any Blocked Account, unless (i) such instructions are to deposit
such payments to another existing Blocked Account or to the Collection Account or (ii) the Agent
shall have received written notice of such addition, termination or change at least thirty (30)
days prior thereto and the Agent shall have received a Blocked Account Agreement executed by each
new Blocked Account Bank or an existing Blocked Account Bank with respect to each new Blocked
Account, as applicable.



(f) Deposits to Lock-Box Accounts. Neither the SPV nor the Servicer shall deposit or
otherwise credit, or cause or permit to be so deposited or credited, to any Blocked Account or the
Collection Account cash or cash proceeds other than Collections. If such funds are accidentally or
mistakenly deposited into any Blocked Account, the SPV will (or will cause the Servicer to)
promptly identify such funds for segregation. The SPV will not, and will not permit the Servicer,
any Originator or other Person to, commingle Collections or other funds to which the Agent or any
other Secured Party is entitled with any other funds.



(g) Change of Name, Etc. The SPV shall not change its name, identity or structure
(including a merger) or the location of its jurisdiction of formation or any other change


 


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which could render any UCC financing statement filed in connection with this Agreement or any other
Transaction Document to become “seriously misleading” under the UCC, unless at least thirty (30)
days prior to the effective date of any such change the SPV delivers to each Managing Agent (i)
such documents, instruments or agreements, executed by the SPV as are necessary to reflect such
change and to continue the perfection of the Agent’s ownership interests or security interests in
the Affected Assets and (ii) new or revised Blocked Account Agreements executed by the Blocked
Account Banks which reflect such change and enable the Agent to continue to exercise its rights
contained in Section 7.3.



(h) Amendment to First Tier Agreement. The SPV shall not amend, modify, or supplement
the First Tier Agreement or waive any provision thereof, in each case except with the prior written
consent of the Majority Investors; nor shall the SPV take, or permit any Originator to take, any
other action under the First Tier Agreement that would reasonably be expected to result in a
material adverse effect on the Agent, any Managing Agent or any Investor or which is inconsistent
in any material manner with the terms of this Agreement.



(i) Amendment to Organizational Documents. The SPV will not amend its Articles of
Organization filed with the Secretary of the State of Delaware or any provision of the LLC
Agreement without the consent of the Agent.



(j) Other Debt. Except as provided herein and the Continuing Fortis Obligations,
after the date hereof, the SPV shall not create, incur, assume or suffer to exist any Indebtedness
whether current or funded, or any other liability other than (i) Indebtedness of the SPV
representing fees, expenses and indemnities arising hereunder or under the First Tier Agreement
for the purchase price of the Receivables and other Affected Assets under the First Tier
Agreement, (ii) the Deferred Purchase Price payable in respect of the Receivables acquired
pursuant to the First Tier Agreement and (iii) other Indebtedness incurred in the ordinary course
of its business in an amount not to exceed $10,000 at any time outstanding.



(k) Payment to the Originators. The SPV shall not acquire any Receivable other than
through, under, and pursuant to the terms of the First Tier Agreement, through the payment by the
SPV either in cash or by increase of the capital contribution of the Originators pursuant to the
First Tier Agreement, by increase in the Deferred Purchase Price, in an amount equal to the unpaid
purchase price for such Receivable as required by the terms of the First Tier Agreement.



(l) Restricted Payments. The SPV shall not (A) purchase or redeem any equity interest
in the SPV, (B) prepay, purchase or redeem any Indebtedness, (C) lend or advance any funds or (D)
repay any loans or advances to, for or from any of its Affiliates (the amounts described in
clauses (A) through (D) being referred to as “Restricted Payments”),
except that the SPV may (1) make Restricted Payments out of funds received pursuant to Section
2.2 and (2) may make other Restricted Payments (including the payment of dividends or
distributions, and payments of the Deferred Purchase Price) if, after giving effect thereto, no
Termination Event or Potential Termination Event shall have occurred and be continuing.




 


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ARTICLE VII




ADMINISTRATION AND COLLECTIONS





SECTION 7.1 Appointment of Servicer.



(a) The servicing, administering and collection of the Receivables shall be conducted by the
Person (the “Servicer”) so designated from time to time as Servicer in accordance with this
Section 7.1. Each of the SPV, the Managing Agents and the Investors hereby appoints as its
agent the Servicer, from time to time designated pursuant to this Section, to enforce its
respective rights and interests in and under the Affected Assets. To the extent permitted by
applicable law, each of the SPV and the Originators (to the extent not then acting as Servicer
hereunder and only to the extent consistent with its obligations under the First Tier Agreement)
hereby grants to any Servicer appointed hereunder an irrevocable power of attorney to take any and
all steps in the SPV’s and/or such Originator’s name and on behalf of the SPV or such Originator as
necessary or desirable, in the reasonable determination of the Servicer, to collect all amounts due
under any and all Receivables, including endorsing the SPV’s and/or such Originator’s name on
checks and other instruments representing Collections and enforcing such Receivables and the
related Contracts and to take all such other actions set forth in this Article VII. Until
the Agent gives notice to the existing Servicer (in accordance with this Section 7.1) of
the designation of a new Servicer, the existing Servicer is hereby designated as, and hereby agrees
to perform the duties and obligations of, the Servicer pursuant to the terms hereof. At any time
following the occurrence and during the continuation of a Servicer Default, the Agent may upon the
direction of the Majority Investors, designate as Servicer any Person (including the Agent) to
succeed the initial Servicer or any successor Servicer, on the condition in each case that any such
Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to
the terms hereof.



(b) Upon the designation of a successor Servicer as set forth above, the existing Servicer
agrees that it will terminate its activities as Servicer hereunder in a manner which the Agent
determines will facilitate the transition of the performance of such activities to the new
Servicer, and the existing Servicer shall cooperate with and assist such new Servicer. Such
cooperation shall include access to and transfer of records and use by the new Servicer of all
records, licenses, hardware or software necessary or desirable to collect the Receivables and the
Related Security.



(c) The existing Servicer acknowledges that the SPV, the Agent, each Managing Agent and the
Investors have relied on the existing Servicer’s agreement to act as Servicer hereunder in making
their decision to execute and deliver this Agreement. Accordingly, the existing Servicer agrees
that it will not voluntarily resign as Servicer.



(d) The Servicer may delegate its duties and obligations hereunder to any subservicer (each, a
“Sub-Servicer”); provided that, in each such delegation, (i) such Sub-Servicer shall agree
in writing to perform the duties and obligations of the Servicer pursuant to the terms hereof, (ii)
the Servicer shall remain primarily liable to the SPV, the Agent, the Managing Agents and the
Investors for the performance of the duties and obligations so delegated, (iii) the SPV and the
Majority Investors shall consent in writing to any material


 


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delegation of servicing duties different in scope or nature than those delegations typically made
by the Servicer as of the Closing Date and (iv) the terms of any agreement with any Sub-Servicer
shall provide that the Agent may terminate such agreement upon the termination of the Servicer
hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the
Servicer shall provide appropriate notice to such Sub-Servicer).



SECTION 7.2 Duties of Servicer. (a) The Servicer shall take or cause to be taken all
reasonable action as may be necessary or advisable to collect each Receivable from time to time,
all in accordance with this Agreement and all applicable Law, with reasonable care and diligence,
and in accordance with the Credit and Collection Policy. The Servicer shall set aside (and, if
applicable, segregate) and hold in trust for the accounts of the SPV, the Agent and each Managing
Agent the amount of the Collections to which each is entitled in accordance with Article
II. So long as no Termination Event or Potential Termination Event shall have occurred and be
continuing, the Servicer may, in accordance with the Credit and Collection Policy, extend the
maturity or adjust the Unpaid Balance of any Receivable, including any Defaulted Receivable, or
amend, modify or waive any term or condition of any Contract related thereto, in each case, as the
Servicer may determine to be appropriate to maximize Collections thereof; provided that (i)
such extension, adjustment or modification shall not alter the status of such Receivable as a
Defaulted Receivable or limit the rights of the SPV or any Secured Party under this Agreement and
(ii) if a Termination Event is continuing, then the Servicer may make such extension, adjustment or
modification only with the approval of the Agent. The SPV shall deliver to the Servicer and the
Servicer shall hold in trust for the SPV and the Agent, on behalf of the Investors, in accordance
with their respective interests, all Records which evidence or relate to any Affected Asset.
Notwithstanding anything to the contrary contained herein, at any time when a Termination Event is
continuing, the Agent shall have the right to direct the Servicer to commence or settle any legal
action to enforce collection of any Receivable or to foreclose upon or repossess any Affected
Asset. The Servicer shall not make the Administrator, the Agent, any Managing Agent or any other
Secured Party a party to any litigation without the prior written consent of such Person. At any
time when a Termination Event exists and is continuing, the Agent may notify any Obligor of its
interest in the Receivables and the other Affected Assets.



(b) The Servicer shall, as soon as practicable following receipt thereof, turn over to the SPV
all collections from any Person of indebtedness of such Person which are not on account of a
Receivable. Notwithstanding anything to the contrary contained in this Article VII, the
Servicer, if not the SPV, an Originator or any Affiliate of the SPV or an Originator, shall have no
obligation to collect, enforce or take any other action described in this Article VII with
respect to any indebtedness that is not included in the Asset Interest other than to deliver to the
SPV the Collections and documents with respect to any such indebtedness as described above in this
Section 7.2(b).



(c) Any payment by an Obligor in respect of any indebtedness owed by it to an Originator
shall, except as otherwise specified by such Obligor, required by contract or law or clearly
indicated by facts or circumstances (including by way of example an equivalence of a payment and
the amount of a particular invoice), and unless otherwise instructed by the Agent, be applied as a
Collection of any Receivable of such Obligor (starting with the oldest such Receivable) to the
extent of any amounts then due and payable thereunder before being applied to any other receivable
or other indebtedness of such Obligor.


 


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SECTION 7.3 Blocked Account Arrangements. Prior to the Closing Date the Servicer and
SPV shall enter into Blocked Account Agreements with all of the Blocked Account Banks, and deliver
original counterparts thereof to the Agent. The Agent may at any time after the occurrence and
during the continuation of a Termination Event or Potential Termination Event give notice to each
Blocked Account Bank that the Agent is exercising its rights under the Blocked Account Agreements
to do any or all of the following: (i) to have the exclusive control of the Blocked Accounts
transferred to the Agent and to exercise exclusive dominion and control over the funds deposited
therein, (ii) to have the proceeds that are sent to the respective Blocked Accounts be redirected
pursuant to its instructions rather than deposited in the applicable Blocked Account, and (iii) to
take any or all other actions permitted under the applicable Blocked Account Agreement; provided
that the Agent shall have no right, title or interest in any Excluded Amounts deposited into
Blocked Accounts and shall cause such Excluded Amounts to be transferred to the applicable
Originator at its direction. Each of the Servicer and SPV hereby agrees that if the Agent, at any
time, takes any action set forth in the preceding sentence, the Agent shall have exclusive control
of the proceeds (including Collections) of all Receivables and each of the Servicer and SPV hereby
further agrees to take any other action that the Agent may reasonably request to transfer such
control. Except as provided in Section 2.9, any proceeds of Receivables received by any of
the Originators, the Servicer or the SPV thereafter shall be sent promptly (but in any event within
two (2) Business Days of receipt) to a Blocked Account. The parties hereto hereby acknowledge that
if at any time the Agent takes control of any Blocked Account, the Agent shall distribute or cause
to be distributed such funds in accordance with Section 7.2(b) and Article II (in
each case as if such funds were held by the Servicer thereunder). The Servicer and the SPV further
agree that at any time after the occurrence and during the continuation of a Termination Event or
Potential Termination Event, they will not withdraw or transfer any amounts from a Blocked Account,
except: (i) to another Blocked Account, (ii) to the Collection Account as and when required
hereunder, or (iii) otherwise with the written consent of the Agent.



SECTION 7.4 Enforcement Rights. (a) At any time following the occurrence and during
the continuation of a Termination Event:




(i) the Agent may direct the Obligors that payment of all amounts payable under
any Receivable be made directly to the Agent or its designee;




(ii) the SPV shall, at the Agent’s request and at the SPV’s expense, give notice
of the Agent’s, the SPV’s, and/or the Investors’ ownership of the Receivables and (in
the case of the Agent) interest in the Asset Interest to each Obligor and direct that
payments be made directly to the Agent or its designee, except that if the SPV fails
to so notify each obligor, the Agent may so notify the Obligors; and




(iii) the SPV shall, at the Agent’s request, (A) assemble all of the Records and
shall make the same available to the Agent or its designee at a place selected by the
Agent or its designee, and (B) segregate all cash, checks and other instruments
received by it from time to time constituting Collections in a manner acceptable to
the Agent and shall, promptly upon receipt, remit all such cash,


 


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checks and instruments, duly endorsed or with duly executed instruments of transfer, to
the Agent or its designee.



(b) Each of the SPV and the Originators hereby authorizes the Agent, and irrevocably appoints
the Agent as its attorney-in-fact with full power of substitution and with full authority in the
place and stead of the SPV or the Originators, as applicable, which appointment is coupled with an
interest, to take any and all steps in the name of the SPV or the Originators, as applicable, and
on behalf of the SPV or the Originators, as applicable, necessary or desirable, in the
determination of the Agent, to collect any and all amounts or portions thereof due under any and
all Receivables or Related Security, including endorsing the name of the applicable Originator on
checks and other instruments representing Collections and enforcing such Receivables, Related
Security and the related Contracts. Notwithstanding anything to the contrary contained in this
subsection (b), none of the powers conferred upon such attorney-in-fact pursuant to the
immediately preceding sentence shall subject such attorney-in-fact to any liability if any action
taken by it shall prove to be inadequate or invalid, nor shall they confer any obligations upon
such attorney-in-fact in any manner whatsoever, in each case, other than actions resulting from the
gross negligence or willful misconduct of such attorney-in-fact. The Agent hereby agrees only to
use such power of attorney following the occurrence and during the continuation of a Termination
Event.



SECTION 7.5 Servicer Default. The occurrence of any one or more of the following
events shall constitute a “Servicer Default”:



(a) The Servicer (i) shall fail to make any payment or deposit required to be made by it
hereunder when due and such failure continues for one (1) Business Day or the Servicer shall fail
to observe or perform any term, covenant or agreement on the Servicer’s part to be performed under
Sections 6.1(b) (conduct of business, ownership), 6.1(f) (performance and
compliance with receivables, contracts and credit and collection policy), 6.1(h) (obligor
payments), 6.1(i) (handling collections), 6.2(a) (no sales or liens),
6.2(c) (no change in business or credit and collection policy), 6.2(d) (no
subsidiaries, mergers, etc.), 6.2(e) (change in payment instructions to obligors), or
6.2(f) (deposits to lock-box accounts) (any of the preceding parenthetical phrases in this
clause (i) are for purposes of reference only and shall not otherwise affect the meaning or
interpretation of any provision hereof) and such failure continues for two (2) Business Days, or
(ii) shall fail to observe or perform any other term, covenant or agreement to be observed or
performed by it under Sections 2.8, 2.9, 2.12 or 2.15 and such
failure continues for two (2) Business Days, or (iii) shall fail to observe or perform in any
material respect any other term, covenant or agreement hereunder or under any of the other
Transaction Documents to which such Person is a party or by which such Person is bound, and such
failure shall remain unremedied for thirty (30) days after the earlier to occur of (i) receipt of
notice thereof from any Managing Agent, any Investor or the Agent or (ii) actual knowledge thereof
by a Responsible Officer; or



(b) any representation, warranty, certification or statement made by the Servicer in this
Agreement or in any of the other Transaction Documents or in any certificate or report delivered by
it pursuant to any of the foregoing shall prove to have been incorrect in any material respect when
made or deemed made (except any representation or warranty qualified by materiality or by reference
to a material adverse effect, which shall prove to have been incorrect


 


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in any respect) when made or confirmed and such circumstance shall remain uncured for thirty (30)
days after the earlier to occur of (i) receipt of notice thereof from any Managing Agent, any
Investor or the Agent or (ii) actual knowledge thereof by a Responsible Officer; provided that no
such representation, warranty, or certification hereunder shall be deemed to be incorrect or
violated to the extent any affected Receivable is subject to a Deemed Collection and all required
amounts with respect to such Receivable have been deposited into a Blocked Account or the
Collection Account; or



(c) failure of the Servicer or any of its Subsidiaries (other than the SPV) to pay when due
any amounts due under any agreement under which any Indebtedness greater than $30,000,000 (or such
other amount as may from time to time be set forth in the Senior Credit Agreement) is governed; or
the default by the Servicer or any of its Subsidiaries in the performance of any term, provision or
condition contained in any agreement under which any Indebtedness greater than $30,000,000 (or such
other amount as may from time to time be set forth in the Senior Credit Agreement) was created or
is governed, regardless of whether such event is an “event of default” or “default” under any such
agreement; or any Indebtedness of the Servicer or any of its Subsidiaries (other than the SPV)
greater than $30,000,000 (or such other amount as may from time to time be set forth in the Senior
Credit Agreement) shall be declared to be due and payable or required to be prepaid (other than by
a regularly scheduled payment) prior to the scheduled date of maturity thereof; or



(d) there is entered against the Servicer or any Subsidiary thereof (i) one or more final
judgments or orders for the payment of money in an aggregate amount (as to all such judgments and
orders) exceeding $30,000,000 (or such other amount as may from time to time be set forth in the
Senior Credit Agreement) (to the extent not covered by independent third-party insurance as to
which the insurer is rated at least “A” by A.M. Best Company, has been notified of the potential
claim and does not dispute coverage), or (ii) any one or more non-monetary final judgments that
have, or would reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect and, in either case, (A) enforcement proceedings are commenced by any creditor upon
such judgment or order, or (B) there is a period of ten (10) consecutive days during which a stay
of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or




(e) [Reserved]; or



(f) any Event of Bankruptcy shall occur with respect to the Servicer or any of its Material
Subsidiaries; or



(g) the Interest Coverage Ratio of the last day of any fiscal quarter of the Servicer is less
than 3.00 to 1.00 (or such other threshold as may from time to time be set forth in the Senior
Credit Agreement); or



(h) the Leverage Ratio as of the last day of any fiscal quarter of the Servicer is greater
than 3.50 to 1.00 (or such other threshold as may from time to time be set forth in the Senior
Credit Agreement); or


 


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(i) an “Event of Default” under the Senior Credit Agreement has occurred and is continuing.



SECTION 7.6 Servicing Fee. The Servicer shall be paid a Servicing Fee in accordance
with 2.12 and subject to the priorities therein.



SECTION 7.7 Protection of Ownership Interest of the Investors. Each of the Originators
and the SPV agrees that it shall, from time to time, at its expense, promptly execute and deliver
all instruments and documents and take all actions as may be necessary or as the Agent may
reasonably request in order to perfect or protect the Asset Interest or to enable the Agent, each
Managing Agent or the Investors to exercise or enforce any of their respective rights hereunder.
Without limiting the foregoing, each of the Originators and the SPV shall, upon the request of the
Agent, any Managing Agent or any of the Investors, in order to accurately reflect the transactions
evidenced by the Transaction Documents, (i) execute and file such financing or continuation
statements or amendments thereto or assignments thereof (as otherwise permitted to be executed and
filed pursuant hereto) as may be requested by the Agent, any Managing Agent or any of the Investors
and (ii) mark its respective master data processing records and other documents with a legend
describing the conveyance to the Agent, for the benefit of the Secured Parties, of the Asset
Interest. Each of the Originators and the SPV shall, upon request of the Agent, any Managing Agent
or any of the Investors, obtain such additional search reports as the Agent, any Managing Agent or
any of the Investors shall request. To the fullest extent permitted by applicable law, the Agent is
hereby authorized to sign and file continuation statements and amendments thereto and assignments
thereof without the SPV’s or any Originator’s signature. Carbon, photographic or other reproduction
of this Agreement or any financing statement shall be sufficient as a financing statement. The SPV
shall not change its name, identity or corporate (or limited liability company) structure nor
change its jurisdiction of formation unless it shall have: (A) given the Agent at least thirty (30)
days prior notice thereof and (B) prepared at the SPV’s expense and delivered to the Agent all
financing statements, instruments and other documents necessary to preserve and protect the Asset
Interest or requested by the Agent in connection with such change. Any filings under the UCC or
otherwise that are occasioned by such change shall be made at the expense of the SPV.



ARTICLE VIII




TERMINATION EVENTS




SECTION 8.1 Termination Events. The occurrence of any one or more of the following
events shall constitute a “Termination Event”:



(a) the SPV or any Originator shall fail to make any payment or deposit to be made by it
hereunder or under any other Transaction Document when due hereunder or thereunder and such failure
shall continue for two (2) Business Day; or



(b) any representation, warranty, certification or statement made or deemed made by the SPV or
any Originator in this Agreement, any other Transaction Document to which it is a party or in any
other information, report or document delivered pursuant hereto or thereto shall prove to have been
incorrect in any material respect (except any representation or warranty


 


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qualified by materiality or by reference to a material adverse effect, which shall prove to have
been incorrect in any respect) when made or confirmed and such circumstance shall remain uncured
for thirty (30) days after the earlier to occur of (i) receipt of notice thereof from any Managing
Agent, any Investor or the Agent or (ii) actual knowledge thereof by a Responsible Officer;
provided that no such representation, warranty, or certification hereunder shall be deemed to be
incorrect or violated to the extent any affected Receivable is subject to a Deemed Collection and
all required amounts with respect to such Receivable have been deposited into a Blocked Account or
the Collection Account; or



(c) the SPV or any Originator (i) shall fail to perform or observe in any material respect any
other term, covenant or agreement contained in this Agreement on its part to be performed or
observed and any such failure remains unremedied for 10 days or (ii) shall fail to perform the
covenant listed in Section 6.1(a)(iv) and such failure remains unremedied for 30 days after written
notice thereof has been given to the SPV or any Originator by the Agent; or



(d) any Event of Bankruptcy shall occur with respect to the SPV, Greif, Inc., any Originator,
or any Material Subsidiary.



(e) the Agent, on behalf of the Secured Parties, shall for any reason (other than as a result
of the actions of the Agent or any of the other Secured Parties) fail or cease to have a valid and
enforceable perfected first priority ownership or security interest in the Affected Assets, free
and clear of any Adverse Claim (it being understood that the forgoing shall not apply to any
Receivable subject to a Deemed Collection and all required amounts with respect to which have been
deposited into a Blocked Account or the Collection Account); or




(f) a Servicer Default shall have occurred and be continuing; or



(g) the Net Investment (as determined after giving effect to all distributions pursuant to
this Agreement on such date) plus the Required Reserves shall exceed the Net Pool Balance
for one (1) Business Day; or




(h) the Delinquency Ratio is greater than 4.75%; or




(i) the Dilution Ratio is greater than 3.50%; or




(j) the Three-Month Default Ratio is greater than 1.50%; or




(k) the Three-Month Delinquency Ratio is greater than 4.00%; or




(l) the corporate family rating of Greif, Inc. is below “Ba3” by Moody’s or “BB-” by S&P; or



(m) failure of the SPV or any Originator to pay when due any amounts due under any agreement
to which any such Person is a party and under which any Indebtedness greater than $10,000 in the
case of the SPV, or $30,000,000 (or such other amount as may from time to time be set forth in the
Senior Credit Agreement), in the case of any Originator; or the default by the SPV or any
Originator in the performance of any term, provision or condition




 


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contained in any agreement to which any such Person is a party and under which any Indebtedness
owing by the SPV or any Originator greater than such respective amounts was created or is
governed, regardless of whether such event is an “event of default” or “default” under any such
agreement if the effect of such default is to cause, or to permit the holder of such Indebtedness
to cause, such Indebtedness to become due and payable prior to its stated maturity; or any
Indebtedness owing by the SPV or any Originator greater than such respective amounts shall be
declared to be due and payable or required to be prepaid (other than by a regularly scheduled
payment) prior to the date of maturity thereof; or



(n) the SPV is not Solvent and the Originator ceases selling Receivables to the SPV under the
Sale Agreement; or



(o) there shall be a Change of Control with respect to the SPV or the Originators or the
Servicer; or



(p) any Person shall institute steps to terminate any Pension Plan if the assets of such
Pension Plan are insufficient to satisfy all of its benefit liabilities (as determined under Title
IV of ERISA), or a contribution failure occurs with respect to any Pension Plan which is
sufficient to give rise to a lien under Section 302(f) of ERISA if as of the date thereof or any
subsequent date, the sum of each of Greif, Inc.’s and its Subsidiaries’ various liabilities as a
result of such events listed in this clause exceeds $30,000,000 (or such other amount as may from
time to time be set forth in the Senior Credit Agreement) in the aggregate; or



(q) any material provision of this Agreement or any other Transaction Document to which an
Originator, the Servicer or the SPV is a party shall cease to be in full force and effect or such
Originator, the Servicer or the SPV shall so state in writing; or



(r) there is entered against any Originator or any Subsidiary thereof (i) one or more
final judgments or orders for the payment of money in an aggregate amount (as to all such
judgments and orders) exceeding $30,000,000 (or such other amount as may from time to time be set
forth in the Senior Credit Agreement) (to the extent not covered by independent third-party
insurance as to which the insurer is rated at least “A” by A.M. Best Company, has been notified of
the potential claim and does not dispute coverage), or (ii) any one or more non-monetary final
judgments that have, or would reasonably be expected to have, individually or in the aggregate, a
Material Adverse Effect and, in either case, (A) enforcement proceedings are commenced by any
creditor upon such judgment or order, or (B) there is a period of ten (10) consecutive days during
which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not
in effect.



SECTION 8.2 Termination. During the continuation of any Termination Event, the Agent
may, or at the direction of the Majority Investors shall, by notice to the SPV and the Servicer,
declare the Termination Date to have occurred; provided that in the case of any event
described in Section 8.1(d), the Termination Date shall be deemed to have occurred
automatically upon the occurrence of such event. Upon any such declaration or automatic occurrence,
the Agent shall have, in addition to all other rights and remedies under this Agreement or
otherwise, all other rights and remedies provided under the UCC of the applicable jurisdiction and
other applicable laws, all of which rights shall be cumulative.




 


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ARTICLE IX




INDEMNIFICATION; EXPENSES; RELATED MATTERS




SECTION 9.1 Indemnities by the SPV. Without limiting any other rights which the
Indemnified Parties may have hereunder or under applicable Law, the SPV hereby agrees to indemnify
the Investors, the Agent, each Managing Agent, each Administrator, the Program Support Providers
and their respective officers, directors, employees, counsel and other agents (collectively,
“Indemnified Parties”) from and against any and all damages, losses, claims, liabilities,
costs and expenses, including reasonable attorneys’ fees (which attorneys may be employees of the
Indemnified Parties) and disbursements (all of the foregoing being collectively referred to as
“Indemnified Amounts”) awarded against or incurred by any of them in any action or
proceeding between the SPV or any Originator (including any Originator in its capacity as the
Servicer or any Affiliate of an Originator acting as Servicer) and any of the Indemnified Parties
or between any of the Indemnified Parties and any third party, in each case arising out of or as a
result of this Agreement, the other Transaction Documents, the ownership or maintenance, either
directly or indirectly, by the Agent, any Managing Agent or any Investor of the Asset Interest or
any of the other transactions contemplated hereby or thereby, excluding, however, (i) Indemnified
Amounts to the extent resulting from gross negligence or willful misconduct on the part of such
Indemnified Party, as finally determined by a court of competent jurisdiction, (ii) recourse for
uncollectible Receivables or (iii) any Taxes which are covered by Section 9.4 or any
Excluded Taxes. Without limiting the generality of the foregoing, the SPV shall indemnify each
Indemnified Party for Indemnified Amounts relating to or resulting from:



(a) any representation or warranty made by the SPV, any Originator (including any Affiliate
of any Originator in its capacity as the Servicer) or any officers of the SPV, any Originator
(including, in its capacity as the Servicer or any Affiliate of an Originator acting as Servicer)
under or in connection with this Agreement, the First Tier Agreement, any of the other Transaction
Documents, any Servicer Report or any other information or report delivered by the SPV, the
Servicer or any Originator pursuant hereto, or pursuant to any of the other Transaction Documents
which shall have been incomplete, false or incorrect in any respect when made or deemed made;



(b) the failure by the SPV or any Originator (including, in its capacity as the Servicer or
any Affiliate of an Originator acting as Servicer) to comply with any applicable Law with respect
to any Receivable or the related Contract, or the nonconformity of any Receivable or the related
Contract with any such applicable Law;



(c) the failure (i) to vest and maintain vested in the Agent, on behalf of the Secured
Parties, a first priority, perfected ownership interest in the Asset Interest free and clear of
any Adverse Claim or (ii) to create or maintain a valid and perfected first priority security
interest in favor of the Agent, for the benefit of the Secured Parties, in the Affected Assets,
free and clear of any Adverse Claim, in each case, other than as a result of actions of the Agent
or any other Secured Creditor;



(d) at the request of the Agent, the failure by the SPV, any Originator or the Servicer to
file, or any delay in filing, financing statements, continuation statements, or other


 


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similar instruments or documents under the UCC of any applicable jurisdiction or other applicable
laws with respect to any of the Affected Assets;



(e) any dispute, claim, offset or defense (other than discharge in bankruptcy or
uncollectibility of a Receivable from the related Obligor) of the Obligor to the payment of any
Receivable (including a defense based on such Receivable or the related Contract not being the
legal, valid and binding obligation of such Obligor enforceable against it in accordance with its
terms), or any other claim resulting from the sale of merchandise or services related to such
Receivable or the furnishing or failure to furnish such merchandise or services, or from any breach
or alleged breach of any provision of the Receivables or the related Contracts restricting
assignment of any Receivables;



(f) any failure of the Servicer to perform its duties or obligations in accordance with the
provisions hereof;



(g) any products liability claim or personal injury or property damage suit or other similar
or related claim or action of whatever sort arising out of or in connection with merchandise or
services which are the subject of any Receivable;



(h) the failure by the SPV or any of the Originators to comply with any term, provision or
covenant contained in this Agreement or any of the other Transaction Documents to which it is a
party or to perform any of its respective duties or obligations under the Receivables or related
Contracts;



(i) the Net Investment plus the Required Reserves exceeding the Net Pool Balance at
any time (other than as a result of the uncollectibility of any Receivable);



(j) the failure of the SPV or any Originator to pay when due any sales, excise or personal
property taxes payable in connection with any of the Receivables;



(k) any repayment by any Indemnified Party of any amount previously distributed in reduction
of Net Investment which such Indemnified Party believes in good faith is required to be made;



(l) the commingling by the SPV, any Originator or the Servicer of Collections at any time with
any other funds;



(m) any investigation, litigation or proceeding related to this Agreement, any of the other
Transaction Documents, the use of proceeds of Investments by the SPV or any Originator, the
ownership of the Asset Interest, or any Affected Asset;



(n) failure of any Blocked Account Bank to remit any amounts held in the Blocked Accounts or
any related lock-boxes pursuant to the instructions of the Servicer, the SPV, any Originator or the
Agent (to the extent such Person is entitled to give such instructions in accordance with the terms
hereof and of any applicable Blocked Account Agreement) whether by reason of the exercise of
set-off rights or otherwise;


 


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(o) any inability to obtain any judgment in or utilize the court or other adjudication system
of, any state in which an Obligor may be located as a result of the failure of the SPV, the
Servicer or any Originator to qualify to do business or file any notice of business activity report
or any similar report;



(p) any attempt by any Person to void, rescind or set-aside any transfer by any Originator to
the SPV of any Receivable or Related Security under statutory provisions or common law or
equitable action, including any provision of the Bankruptcy Code or other insolvency law;



(q) any action taken by the SPV, any Originator, or the Servicer (if the Servicer is an
Originator or any Affiliate or designee of an Originator) in the enforcement or collection of any
Receivable (unless such action is directed by the Agent or the Investors in bad faith or with
gross negligence or willful misconduct); or




(r) the use of the proceeds of any Investment or Reinvestment.



SECTION 9.2 Indemnities by the Servicer. Without limiting any other rights which the
Servicer Indemnified Parties may have hereunder or under applicable Law, the Servicer hereby
agrees, to indemnify the Indemnified Parties and their successors, transferees and assigns and all
officers, directors, shareholders, controlling persons, employees, counsel and other agents of any
of the foregoing (collectively, “Servicer Indemnified Parties”) from and against any and
all damages, losses, claims, liabilities, costs and expenses, including reasonable attorneys’ fees
(which attorneys may be employees of any Servicer Indemnified Party) and disbursements (all of the
foregoing being collectively referred to as “Servicer Indemnified Amounts”) awarded against
or incurred by any of them in any action or proceeding between the Servicer and any of the Servicer
Indemnified Parties or between any of the Servicer Indemnified Parties and any third party arising
out of the following clauses (a) through (i), excluding however, (i) Servicer
Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part
of such Servicer Indemnified Party, as finally determined by a court of competent jurisdiction,
(ii) recourse for uncollectible Receivables or (iii) any Taxes which are covered by Section
9.4 or any Excluded Taxes. The Servicer shall indemnify each Servicer Indemnified Party for
Servicer Indemnified Amounts relating to or resulting from:



(a) any representation or warranty made by the Servicer or any of its officers under or in
connection with this Agreement, any of the other Transaction Documents, any Servicer Report or any
other information or report delivered by the Servicer pursuant hereto, or pursuant to any of the
other Transaction Documents which shall have been incomplete, false or incorrect in any respect
when made or confirmed;



(b) the failure by the Servicer to comply with any applicable Law with respect to any
Receivable or the related Contract;



(c) the failure by the Servicer to file, or any delay in filing, financing statements,
continuation statements, or other similar instruments or documents under the UCC of any applicable
jurisdiction or other applicable laws with respect to any of the Affected Assets, if such filings
were previously requested in writing to be filed by the Agent;



 


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(d) any failure of the Servicer to perform its duties or obligations in accordance with the
provisions hereof;



(e) the failure by the Servicer to comply with any term, provision or covenant contained in
this Agreement or any of the other Transaction Documents to which it is a party or to perform any
of its servicing duties or obligations under the Receivables or related Contracts;




(f) the commingling by the Servicer of Collections at any time with any other funds;



(g) any inability to obtain any judgment in or utilize the court or other adjudication system
of, any state in which an Obligor may be located as a result of the failure of the Servicer to
qualify to do business or file any notice of business activity report or any similar report;



(h) any dispute, claim, offset or defense of an Obligor to the payment of any Receivable
resulting from or related to the collection activities of the Servicer in respect of such
Receivable (unless such action is directed by the Agent or Investors in bad faith or with gross
negligence or willful misconduct); or



(i) any action taken by the Servicer in the enforcement or collection of any Receivable
(unless such action is directed by the Agent or Investors in bad faith or with gross negligence or
willful misconduct).



SECTION 9.3 Indemnity for Taxes, Reserves and Expenses. (a) If after the Closing
Date, the adoption of any Law or bank regulatory guideline or any amendment or change in the
administration, interpretation or application of any existing or future Law or bank regulatory
guideline by any Official Body charged with the administration, interpretation or application
thereof, or the compliance with any directive of any Official Body (in the case of any bank
regulatory guideline, whether or not having the force of Law) (a “Change in Law”):




(i) shall subject any Indemnified Party (or its applicable lending office) to any
Taxes, duty or other charge (other than Taxes which are covered by Section 9.4
or Excluded Taxes) with respect to this Agreement, the other Transaction Documents, the
ownership, maintenance or financing of the Asset Interest, or payments of amounts due
hereunder, or shall change the basis of taxation of payments to any Indemnified Party
of amounts payable in respect of this Agreement, the other Transaction Documents, the
ownership, maintenance or financing of the Asset Interest, or payments of amounts due
hereunder or its obligation to advance funds hereunder, under a Program Support
Agreement or the credit or liquidity support furnished by a Program Support Provider or
otherwise in respect of this Agreement, the other Transaction Documents, the ownership,
maintenance or financing of the Asset Interest (except for Taxes which are covered by
Section 9.4, and the imposition or changes in the rate of any Excluded Tax
imposed on such Indemnified Party);




(ii) shall impose, modify or deem applicable any reserve, special deposit or
similar requirement (including any such requirement imposed by the


 


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Board of Governors of the Federal Reserve System) against assets of, deposits with or
for the account of, or credit extended by, any Indemnified Party or shall impose on any
Indemnified Party or on the United States market for certificates of deposit or the
London interbank market any other condition affecting this Agreement, the other
Transaction Documents, the ownership, maintenance or financing of the Asset Interest,
or payments of amounts due hereunder or its obligation to advance funds hereunder,
under a Program Support Agreement or the credit or liquidity support provided by a
Program Support Provider or otherwise in respect of this Agreement, the other
Transaction Documents, or the ownership, maintenance or financing of the Asset Interest
(other than reserves already taken into account in calculating the Eurodollar Reserve
Percentage); or




(iii) shall impose upon any Indemnified Party any other condition or expense
(including any loss of margin, reasonable attorneys’ fees and expenses, and expenses
of litigation or preparation therefor in contesting any of the foregoing, but
excluding Taxes and Excluded Taxes) with respect to this Agreement, the other
Transaction Documents, the ownership, maintenance or financing of the Asset Interest,
or payments of amounts due hereunder or its obligation to advance funds hereunder or
under a Program Support Agreement or the credit or liquidity support furnished by a
Program Support Provider or otherwise in respect of this Agreement, the other
Transaction Documents, or the ownership, maintenance or financing of the Asset
Interests,



and the result of any of the foregoing is to increase the cost to, or to reduce the amount of any
sum received or receivable by, such Indemnified Party with respect to this Agreement, the other
Transaction Documents, the ownership, maintenance or financing of the Asset Interest, the
Receivables, the obligations hereunder, the funding of any Investments hereunder or under a
Program Support Agreement, by an amount deemed by such Indemnified Party to be material, then, on
the Settlement Date occurring at least ten (10) days after the demand by such Indemnified Party
through the applicable Managing Agent, the SPV shall pay to the applicable Managing Agent, for the
benefit of such Indemnified Party, such additional amount or amounts as will compensate such
Indemnified Party for such increased cost or reduction.



(b) If any Indemnified Party shall have determined that after the date hereof, the adoption
of any applicable Law, bank regulatory guideline regarding capital adequacy, or generally accepted
accounting standard, or any change therein, or any change in the interpretation or administration
thereof by any Official Body, or any request or directive regarding capital adequacy (in the case
of any bank regulatory guideline, whether or not having the force of law) of any such Official
Body, or the implementation of any such change, has or would have the effect of reducing the rate
of return on capital of such Indemnified Party (or its parent) as a consequence of such
Indemnified Party’s obligations hereunder or with respect hereto to a level below that which such
Indemnified Party (or its parent) could have achieved but for such adoption, change, request or
directive (taking into consideration its policies with respect to capital adequacy) by an amount
deemed by such Indemnified Party to be material, then on the Settlement Date occurring at least
ten (10) days after demand, in the form of a notice as set forth in clause (c) below, by
such Indemnified Party through the Agent or the applicable Managing Agent, the SPV shall pay to
the applicable Managing Agent, for the benefit of such Indemnified




 


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Party, such additional amount or amounts as will compensate such Indemnified Party (or its parent)
for such reduction. For the avoidance of doubt, any interpretation of Accounting Research Bulletin
No. 51 by the Financial Accounting Standards Board (including Interpretation No. 46: Consolidation
of Variable Interest Entities (or any future statement or interpretation issued by the Financial
Accounting Standards Board or any successor thereto)) shall constitute an adoption, change, request
or directive, and any implementation thereof shall be, subject to this Section 9.3(b).



(c) Each Indemnified Party shall promptly notify the SPV in writing of any event of which it
has knowledge, occurring after the date hereof, which will entitle such Indemnified Party to
compensation pursuant to this Section 9.3; provided that no failure to give or any
delay in giving such notice shall affect the Indemnified Party’s right to receive such
compensation. A notice by the Agent or a Managing Agent on behalf of the applicable Indemnified
Party claiming compensation under this Section 9.3 and setting forth the additional amount
or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In
determining such amount, the Agent or any applicable Indemnified Party may use any reasonable
averaging and attributing methods. Any demand for compensation under this Section 9.3 shall
be accompanied by a certificate as to the amount requested which shall set forth a reasonably
detailed calculation for such requested amount. Notwithstanding anything in this Agreement to the
contrary, the SPV shall not be obligated to make any payment to any Indemnified Party under this
Section 9.3 for any period more than one hundred eighty (180) days prior to the date on
which such Indemnified Party gives written notice to the SPV of its intent to request such payment
under this Section 9.3.



(d) Notwithstanding anything herein to the contrary, any indemnity payable under this
Section 9.3 shall be payable by the SPV in accordance with the priority of payments in
Section 2.12.




SECTION 9.4 Taxes.



All payments and distributions made hereunder by the SPV, the Originators or the Servicer
(each, a “payor”) to any Investor, any Managing Agent or any other Secured Party (each, a
“recipient”) shall be made free and clear of and without deduction for any present or
future income, excise, stamp or franchise taxes and any other taxes, fees, duties, withholdings or
other charges of any nature whatsoever imposed by any taxing authority on any recipient (or any
assignee of such parties) but excluding Excluded Taxes (such non-excluded items being called
“Taxes”). In the event that any withholding or deduction from any payment made by the payor
hereunder is required in respect of any Taxes, then such payor shall:




(i) pay directly to the relevant authority the full amount required to be so
withheld or deducted;




(ii) promptly forward to the applicable Managing Agent an official receipt or
other documentation satisfactory to such Managing Agent evidencing such payment to such
authority; and


 


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(iii) pay to the recipient such additional amount or amounts as is necessary to
ensure that the net amount actually received by the recipient will equal the full
amount such recipient would have received had no such withholding or deduction been
required.



Moreover, if any Taxes are directly asserted against any recipient with respect to any
payment received by such recipient hereunder, the recipient may pay such Taxes and the payor will
promptly pay, after written demand therefor by the recipient, such additional amounts (including
any penalties interest or expenses, other than those arising from the gross negligence or willful
misconduct of the Agent or the recipient) as shall be necessary in order that the net amount
received by the recipient after the payment of such Taxes (including any Taxes on such additional
amount) shall equal the amount such recipient would have received had such Taxes not been
asserted. Any demand for compensation under this Section 9.4 shall be accompanied by a
certificate as to the amount requested which shall set forth a reasonably detailed calculation for
such requested amount. Any demand by a recipient under this Section 9.4 shall be made no
later than 360 days after the earlier of (i) the date on which the recipient pays such Taxes or
(ii) the date on which the relevant taxing authority makes written demand for payment of such
Taxes by the recipient.



If the payor fails to pay any Taxes when due to the appropriate taxing authority or fails to
remit to the recipient the required receipts or other required documentary evidence, the payor
shall indemnify the recipient for any incremental Taxes, interest, or penalties that may become
payable by any recipient as a result of any such failure.



SECTION 9.5 Status of Investors. Any Foreign Investor that is entitled to an
exemption from or reduction of withholding tax under the law of the jurisdiction in which the SPV
is resident for tax purposes, or any treaty to which such jurisdiction is a party, with respect to
payments hereunder or under any other Transaction Document shall deliver to the SPV (with a copy
to the Agent), at the time or times prescribed by applicable law or reasonably requested by the
payor or the Agent, such properly completed and executed documentation prescribed by applicable
law as will permit such payments to be made without withholding or at a reduced rate of
withholding. In addition, any Foreign Investor, if requested by the SPV or the Agent, shall
deliver such other documentation prescribed by applicable law or reasonably requested by the SPV
or the Agent as will enable the SPV or the Agent to determine whether or not such Investor is
subject to backup withholding or information reporting requirements.



Without limiting the generality of the foregoing, in the event that the SPV is resident for
tax purposes in the United States, any Foreign Investor shall deliver to the SPV and the Agent (in
such number of copies as shall be requested) on or prior to the date on which such Foreign Investor
becomes an Investor under this Agreement, whichever of the following is applicable:




(i) duly completed copies of Internal Revenue Service Form W-8BEN claiming
eligibility for benefits of an income tax treaty to which the United States is a
party;




(ii) duly completed copies of Internal Revenue Service Form W-8ECI;



 


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(iii) in the case of a Foreign Investor claiming the benefits of the exemption for
portfolio interest under section 881(c) of the Code, (x) a certificate signed under
penalties of perjury, in a form reasonably satisfactory to the payor, to the effect
that such Foreign Investor is not (A) a “bank” within the meaning of section
881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the payor within the
meaning of section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation”
described in section 881(c)(3)(C) of the Code and (y) duly completed copies of Internal
Revenue Service Form W-8BEN; or




(iv) any other form prescribed by applicable law as a basis for claiming exemption
from or a reduction in United States Federal withholding tax duly completed together
with such supplementary documentation as may be prescribed by applicable law to permit
the payor to determine the withholding or deduction required to be made.



In addition, each such Foreign Investor shall deliver such forms and certificates promptly
upon the obsolescence, expiration, or invalidity of any form or certificate previously delivered by
the Foreign Investor. Each such Foreign Investor shall promptly notify the payor and the Agent at
any time it determines that it is no longer in a position to provide any previously delivered
certificate to the payor and the Agent (or any other form of certification adopted by the United
States taxing authorities for such purpose). Notwithstanding any other provision of this
Section 9.5, a Foreign Investor shall not be required to deliver any documentation pursuant
to this Section 9.5 that such Foreign Investor is not legally able to deliver.



SECTION 9.6 Other Costs and Expenses; Breakage Costs. (a) The SPV agrees, upon receipt
of a written invoice, to pay or cause to be paid, and to hold the Investors, the Agent, each
Managing Agent and each Administrator harmless against liability for the payment of, all reasonable
and documented out-of-pocket expenses (including Mayer Brown LLP’s, or any other single law firm’s,
accountants’ and other third parties’ fees and expenses, any filing fees and expenses incurred by
officers or employees of any Investor, the Agent, each Managing Agent or any Administrator) or
intangible, documentary or recording taxes incurred by or on behalf of any Investor, the Agent, any
Managing Agent or any Administrator (i) in connection with the preparation, negotiation, execution
and delivery of this Agreement, the other Transaction Documents and any documents or instruments
delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby
(including the perfection or protection of the Asset Interest) and (ii) from time to time (A)
relating to any amendments, waivers or consents under this Agreement and the other Transaction
Documents, (B) arising in connection with the Agent’s, any Investor’s or any Managing Agent’s
enforcement or preservation of rights (including the perfection and protection of the Asset
Interest under this Agreement), or (C) arising in connection with any audit, dispute, disagreement,
litigation or preparation for litigation involving this Agreement or any of the other Transaction
Documents (all of such amounts, collectively, “Transaction Costs”).



(b) The SPV shall pay the Managing Agents for the account of the Investors, as applicable, on
demand, such amount or amounts as shall compensate the Investors for any loss (including loss of
profit), cost or expense incurred by the Investors (as reasonably determined by its Managing Agent)
as a result of any reduction of any Portion of Investment other than on the




 


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maturity date of the Commercial Paper (or other financing source) funding such Portion of
Investment, such compensation to be (i) limited to an amount equal to any loss or expense suffered
by the Investors during the period from the date of receipt of such repayment to (but excluding)
the maturity date of such Commercial Paper (or other financing source) and (ii) net of the income,
if any, received by the recipient of such reductions from investing the proceeds of such
reductions of such Portion of Investment. The determination by any Managing Agent of the amount of
any such loss or expense shall be set forth in a written notice to the SPV in reasonable detail
and shall be conclusive, absent manifest error.



SECTION 9.7 Mitigation Obligations. If any Investor requests compensation under
Section 9.3, or a payor is required to pay any additional amount to any Investor (or any
Official Body for the account of any Investor) pursuant to Section 9.4, then such Investor
shall use reasonable efforts to designate a different Funding Office for funding or booking its
Investment hereunder or to assign its rights and obligations hereunder to another of its offices,
branches or affiliates, if, in the judgment of such Investor, such designation or assignment (i)
would eliminate or reduce amounts payable pursuant to Section 9.3 or 9.4, as the case may
be, in the future, and (ii) in each case, would not subject such Investor to any unreimbursed cost
or expense and would not otherwise be disadvantageous to such Investor. The SPV hereby agrees to
pay all reasonable costs and expenses incurred by any Investor in connection with any such
designation or assignment. Notwithstanding anything in this Section 9.7 to the contrary,
under no condition will any U.S. Investor in the Bank of America Investor Group be required to
designate a different Funding Office or make any assignment pursuant to this Section 9.7 if
its Funding Office is in Charlotte, North Carolina or New York, New York.



ARTICLE X




THE AGENT




SECTION 10.1 Appointment and Authorization of Agent. Each Secured Party
hereby irrevocably appoints, designates and authorizes the Agent and its applicable Managing Agent
to take such action on its behalf under the provisions of this Agreement and each other
Transaction Document and to exercise such powers and perform such duties as are expressly
delegated to such Agent or Managing Agent, as applicable, by the terms of this Agreement and any
other Transaction Document, together with such other powers as are reasonably incidental thereto.
Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any
other Transaction Document, no Agent or Managing Agent shall have any duties or responsibilities
except those expressly set forth in this Agreement, nor shall the Agent or any Managing Agent have
or be deemed to have any fiduciary relationship with any Investor or other Secured Party, and no
implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read
into this Agreement or any other Transaction Document or otherwise exist against any Agent or
Managing Agent. Without limiting the generality of the foregoing sentence, the use of the term
“agent” in this Agreement with reference to any Agent or Managing Agent is not intended to connote
any fiduciary or other implied (or express) obligations arising under agency doctrine of any
applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to
create or reflect only an administrative relationship between independent contracting parties.


 


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SECTION 10.2 Delegation of Duties. The Agent and each Managing Agent may
execute any of its duties under this Agreement or any other Transaction Document by or through
agents, employees or attorneys-in-fact and shall be entitled to advice of counsel concerning all
matters pertaining to such duties. Neither the Agent nor any Managing Agent shall be responsible
for the negligence or misconduct of any agent or attorney-in-fact that it selects with reasonable
care.



SECTION 10.3 Liability of Agents and Managing Agents. No Agent-Related
Person shall (a) be liable for any action taken or omitted to be taken by any of them under or in
connection with this Agreement or any other Transaction Document or the transactions contemplated
hereby (except for its own gross negligence or willful misconduct), or (b) be responsible in any
manner to any Secured Party for any recital, statement, representation or warranty made by the SPV,
any Originator or the Servicer, or any officer thereof, contained in this Agreement or in any other
Transaction Document, or in any certificate, report, statement or other document referred to or
provided for in, or received by the Agent or such Managing Agent under or in connection with, this
Agreement or any other Transaction Document, or the validity, effectiveness, genuineness,
enforceability or sufficiency of this Agreement or any other Transaction Document, or for any
failure of the SPV, any Originator, the Servicer or any other party to any Transaction Document to
perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any
obligation to any Secured Party to ascertain or to inquire as to the observance or performance of
any of the agreements contained in, or conditions of, this Agreement or any other Transaction
Document, or to inspect the properties, books or records of the SPV, any Originator, the Servicer
or any of their respective Affiliates.



SECTION
10.4 Reliance by Agent. (a) The Agent and each Managing Agent shall
be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice,
consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, statement
or other document or conversation believed by it to be genuine and correct and to have been signed,
sent or made by or on behalf of the proper Person or Persons, and upon advice and statements of
legal counsel (including counsel to the SPV, any Originator and the Servicer), independent
accountants and other experts selected by the Agent or such Managing Agent. The Agent and each
Managing Agent shall be fully justified in failing or refusing to take any action under this
Agreement or any other Transaction Document unless it shall first receive such advice or
concurrence of the Managing Agents or the Investors in its Investor Group, as applicable, as it
deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the
Investors against any and all liability and expense which may be incurred by it by reason of taking
or continuing to take any such action. The Agent and each Managing Agent shall in all cases be
fully protected in acting, or in refraining from acting, under this Agreement or any other
Transaction Document in accordance with a request or consent of the Managing Agents or the
Investors in its Investor Group, as applicable, or, if required hereunder, all Investors and such
request and any action taken or failure to act pursuant thereto shall be binding upon all of the
Investors.



(b) For purposes of determining compliance with the conditions specified in Article V
on the Closing Date, each Investor that has executed this Agreement shall be deemed to have
consented to, approved or accepted or to be satisfied with, each document or other matter either
sent by the Agent or the Managing Agent to such Investor for consent, approval,




 


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acceptance or satisfaction, or required thereunder to be consented to or approved by or acceptable
or satisfactory to such Investor.



SECTION
10.5 Notice of Termination Event, Potential Termination Event or Servicer Default. Neither the Agent nor any Managing Agent shall be deemed to have
knowledge or notice of the occurrence of a Potential Termination Event, a Termination Event or a
Servicer Default, unless it has received written notice from an Investor or the SPV referring to
this Agreement, describing such Potential Termination Event, Termination Event or Servicer Default
and stating that such notice is a “Notice of Termination Event or Potential Termination Event” or
“Notice of Servicer Default,” as applicable. Each Managing Agent will notify the Investors in its
Investor Group of its receipt of any such notice. The Agent and each Managing Agent shall (subject
to Section 10.4) take such action with respect to such Potential Termination Event,
Termination Event or Servicer Default as may be requested by the Managing Agents (or its Investors
in its Investor Group), provided that, unless and until the Agent shall have received any
such request, the Agent (or Managing Agent) may (but shall not be obligated to) take such action,
or refrain from taking such action, with respect to such Potential Termination Event, Termination
Event or Servicer Default as it shall deem advisable or in the best interest of the Secured
Parties or Investors, as applicable.



SECTION 10.6 Credit Decision; Disclosure of Information by the Agent. Each
Secured Party acknowledges that none of the Agent-Related Persons has made any representation or
warranty to it, and that no act by the Agent or any Managing Agent hereinafter taken, including any
consent to and acceptance of any assignment or review of the affairs of the SPV, the Servicer, the
Originators or any of their respective Affiliates, shall be deemed to constitute any representation
or warranty by any Agent-Related Person to any Secured Party as to any matter, including whether
the Agent-Related Persons have disclosed material information in their possession. Each Secured
Party, including any Investor by assignment, represents to the Agent and its Managing Agent that it
has, independently and without reliance upon any Agent-Related Person and based on such documents
and information as it has deemed appropriate, made its own appraisal of and investigation into the
business, prospects, operations, property, financial and other condition and creditworthiness of
the SPV, the Servicer, each Originator or their respective Affiliates, and all applicable bank
regulatory laws relating to the transactions contemplated hereby, and made its own decision to
enter into this Agreement and to extend credit to the SPV hereunder. Each Secured Party also
represents that it shall, independently and without reliance upon any Agent-Related Person and
based on such documents and information as it shall deem appropriate at the time, continue to make
its own credit analysis, appraisals and decisions in taking or not taking action under this
Agreement and the other Transaction Documents, and to make such investigations as it deems
necessary to inform itself as to the business, prospects, operations, property, financial and other
condition and creditworthiness of the SPV, the Servicer or the Originators. Except for notices,
reports and other documents expressly herein required to be furnished to the Security Parties by
the Agent or any Managing Agent herein, neither the Agent nor any Managing Agent shall have any
duty or responsibility to provide any Secured Party with any credit or other information concerning
the business, prospects, operations, property, financial and other condition or creditworthiness of
the SPV, the Servicer, any Originator or their respective Affiliates which may come into the
possession of any of the Agent-Related Persons.


 


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SECTION 10.7 Indemnification of the Agent. Whether or not the transactions
contemplated hereby are consummated, the Committed Investors (or the Committed Investors in the
applicable Investor Group) shall indemnify upon demand each Agent-Related Person (to the extent not
reimbursed by or on behalf of the SPV and without limiting the obligation of the SPV to do so),
pro rata, and hold harmless each Agent-Related Person from and against any and all
Indemnified Amounts incurred by it; provided that no Committed Investor shall be liable for
the payment to any Agent-Related Person of any portion of such Indemnified Amounts resulting from
such Person’s gross negligence or willful misconduct, as finally determined by a court of competent
jurisdiction; provided that no action taken by Agent (or any Managing Agent) in accordance
with the directions of the Managing Agents (or the Investors in its Investor Group) shall be deemed
to constitute gross negligence or willful misconduct for purposes of this Section. Without
limitation of the foregoing, each Investor shall reimburse its Managing Agent and the Agent upon
demand for its ratable share of any costs or out-of-pocket expenses (including attorney’s fees)
incurred in connection with the preparation, execution, delivery, administration, modification,
amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or
legal advice in respect of rights or responsibilities under, this Agreement, any other Transaction
Document, or any document contemplated by or referred to herein, to the extent that the Agent or
such Managing Agent is not reimbursed for such expenses by or on behalf of the SPV. The undertaking
in this Section shall survive payment on the Final Payout Date and the resignation or replacement
of the Agent or such Managing Agent.



SECTION 10.8 Agent in Individual Capacity. The Agent and each Managing
Agent (and any successor thereto in such capacity) and its Affiliates may make loans to, issue
letters of credit for the account of, accept deposits from, acquire equity interests in and
generally engage in any kind of banking, trust, financial advisory, underwriting or other business
with any of the SPV, the Originators, the Servicer, or any of their Subsidiaries or Affiliates as
though it were not the Agent, a Managing Agent or an Investor hereunder, as applicable, and without
notice to or consent of the Secured Parties. The Secured Parties acknowledge that, pursuant to such
activities, any such Person or its Affiliates may receive information regarding the SPV, the
Originators, the Servicer or their respective Affiliates (including information that may be subject
to confidentiality obligations in favor of such Person) and acknowledge that the Agent shall be
under no obligation to provide such information to them. With respect to its Commitment, the Agent
and each Managing Agent (and any successor thereto in such capacity) in its capacity as a Committed
Investor hereunder shall have the same rights and powers under this Agreement as any other
Committed Investor and may exercise the same as though it were not the Agent, a Managing Agent or a
Committed Investor, as applicable, and the term “Committed Investor” or “Committed Investors”
shall, unless the context otherwise indicates, include the Agent and each Managing Agent in its
individual capacity.



SECTION 10.9 Resignation of Agents. The Agent or any Managing Agent may
resign upon thirty (30) days’ notice to the applicable Investors. If the Agent resigns under this
Agreement, the Majority Investors shall (with the consent of the SPV prior to a Termination Event)
appoint from among the Committed Investors a successor agent for the Secured Parties. If no
successor agent is appointed prior to the effective date of the resignation of the Agent, the Agent
may appoint, after consulting with the Investors and, prior to a Termination Event, the SPV, a
successor agent from among the Committed Investors. Upon the acceptance of its appointment as
successor agent hereunder, such successor agent shall succeed to all the rights,


 


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powers and duties of the retiring Agent and the term “Agent” shall mean such successor agent and
the retiring Agent’s appointment, powers and duties as Agent shall be terminated. After any
retiring Agent’s resignation hereunder as Agent, the provisions of this Section 10.9 and
Sections 10.3 and 10.7 shall inure to its benefit as to any actions taken or
omitted to be taken by it while it was the Agent under this Agreement. If no successor agent has
accepted appointment as Agent by the date which is thirty (30) days following a retiring Agent’s
notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become
effective and the Committed Investors shall perform all of the duties of the Agent hereunder until
such time, if any, as the Majority Investors appoint a successor agent as provided for above. If a
Managing Agent resigns under this Agreement, the Investors in such Investor Group shall appoint a
successor agent.



SECTION 10.10 Payments by the Agent. Unless specifically allocated to a
Committed Investor pursuant to the terms of this Agreement, all amounts received by the Agent or a
Managing Agent on behalf of the Investors shall be paid to the applicable Managing Agent or
Investors pro rata in accordance with amounts then due on the Business Day received, unless
such amounts are received after 12:00 noon on such Business Day, in which case the applicable agent
shall use its reasonable efforts to pay such amounts on such Business Day, but, in any event, shall
pay such amounts not later than the following Business Day.



ARTICLE XI




MISCELLANEOUS




SECTION 11.1 Term of Agreement. This Agreement shall terminate on the Final
Payout Date; provided that (i) the rights and remedies of the Agent, the Managing Agents,
the Investors, the Administrators and the other Secured Parties with respect to any representation
and warranty made or deemed to be made by the SPV, the Originators or the Servicer pursuant to this
Agreement, (ii) the indemnification and payment provisions of Article IX, (iii) the
provisions of Section 10.7 and (iv) the agreements set forth in Sections 11.11 and
11.12, shall be continuing and shall survive any termination of this Agreement.



SECTION 11.2 Waivers; Amendments. (a) No failure or delay on the part of the
Agent, any Managing Agent, the Investors, any Administrator or any Committed Investor in
exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor
shall any single or partial exercise of any such power, right or remedy preclude any other further
exercise thereof or the exercise of any other power, right or remedy. The rights and remedies
herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law.



(b) Any provision of this Agreement or any other Transaction Document may be amended or waived
if, but only if, such amendment or waiver is in writing and is signed by the SPV, the Originators,
the Servicer (but only with respect to the provisions applicable to it), the Agent and the Majority
Investors; provided that no such amendment or waiver shall, unless signed by each Committed
Investor directly affected thereby, (i) increase the Commitment of such Committed Investor, (ii)
reduce the Net Investment or rate of Yield to accrue thereon or any fees or other amounts payable
hereunder, (iii) postpone any date fixed for the payment of any scheduled distribution in respect
of the Net Investment or Yield with respect thereto or any fees




 


80









 







or other amounts payable hereunder or for termination of any Commitment, (iv) change the percentage
of the Commitments of Committed Investors which shall be required for the Committed Investors or
any of them to take any action under this Section or any other provision of this Agreement, (v)
release all or substantially all of the property with respect to which a security or ownership
interest therein has been granted hereunder to the Agent or the Committed Investors or (vi) extend
or permit the extension of the Commitment Termination Date (it being understood that a waiver of a
Termination Event shall not constitute an extension or increase in the Commitment of any Committed
Investor); and provided further that the signature of the SPV and the Originators shall not
be required for the effectiveness of any amendment which modifies the representations, warranties,
covenants or responsibilities of the Servicer at any time when the Servicer is not an Originator or
any Affiliate of an Originator or a successor Servicer is designated pursuant to Section
7.1.



SECTION
11.3 Notices; Payment Information. Except as provided below, all
communications and notices provided for hereunder shall be in writing (including facsimile or
electronic transmission or similar writing) and shall be given to the other party at its address or
facsimile number set forth in Schedule 11.3 or at such other address or facsimile number as
such party may hereafter specify for the purposes of notice to such party. Each such notice or
other communication shall be effective (i) if given by facsimile, when such facsimile is
transmitted to the facsimile number specified in this Section 11.3 and confirmation is
received, (ii) if given by mail, three (3) Business Days following such posting, if postage
prepaid, and if sent via U.S. certified or registered mail, (iii) if given by overnight courier,
one (1) Business Day after deposit thereof with a national overnight courier service, or (iv) if
given by any other means, when received at the address specified in this Section 11.3,
provided that an Investment Request shall only be effective upon receipt by the Managing Agents.
However, anything in this Section 11.3 to the contrary notwithstanding, the SPV hereby
authorizes the Agent and the Managing Agents to make investments in Eligible Investments and to
make Investments based on telephonic notices made by any Person which the Agent or the Managing
Agents in good faith believe to be acting on behalf of the SPV. The SPV agrees to deliver promptly
to the Agent or the Managing Agents a written confirmation of each telephonic notice signed by an
authorized officer of SPV. However, the absence of such confirmation shall not affect the validity
of such notice. If the written confirmation differs in any material respect from the action taken
by the Agent or the Investors, the records of the Agent or the Managing Agents shall govern.



SECTION 11.4 Governing Law; Submission to Jurisdiction; Appointment of
Service Agent.



(a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF NEW YORK (WITHOUT REFERENCE TO THE CONFLICTS OF LAW PRINCIPLES THEREOF OTHER THAN SECTION 5-1401
OF THE NEW YORK GENERAL OBLIGATIONS LAW). EACH OF THE SPV, THE ORIGINATORS, THE SERVICER, THE AGENT
AND THE INVESTORS HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT
COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK STATE COURT SITTING IN THE CITY OF
NEW YORK FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY
OTHER TRANSACTION DOCUMENT OR THE




 


81









 







TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH OF THE SPV, THE SERVICER, THE ORIGINATORS, THE
AGENT AND THE INVESTORS HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO,
ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING
BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN
BROUGHT IN AN INCONVENIENT FORUM. NOTHING IN THIS SECTION 11.4 SHALL AFFECT THE RIGHT OF
THE SECURED PARTIES TO BRING ANY ACTION OR PROCEEDING AGAINST ANY OF THE SPV, THE ORIGINATOR OR
THE SERVICER OR ANY OF THEIR RESPECTIVE PROPERTY IN THE COURTS OF OTHER JURISDICTIONS.



(b) EACH OF THE PARTIES HERETO HEREBY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING
ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG ANY OF THEM ARISING OUT OF,
CONNECTED WITH, RELATING TO OR INCIDENTAL TO THE RELATIONSHIP BETWEEN THEM IN CONNECTION WITH THIS
AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS.



SECTION 11.5 Integration. This Agreement contains the final and complete
integration of all prior expressions by the parties hereto with respect to the subject matter
hereof and shall constitute the entire Agreement among the parties hereto with respect to the
subject matter hereof superseding all prior oral or written understandings.



SECTION 11.6 Severability of Provisions. If any one or more of the provisions of
this Agreement shall for any reason whatsoever be held invalid, then such provisions shall be
deemed severable from the remaining provisions of this Agreement and shall in no way affect the
validity or enforceability of such other provisions.



SECTION 11.7 Counterparts; Facsimile Delivery. This Agreement may be
executed in any number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed shall be deemed to be an original and all of which when taken
together shall constitute one and the same Agreement. Delivery by facsimile of an executed
signature page of this Agreement shall be effective as delivery of an executed counterpart hereof.



SECTION 11.8 Successors and Assigns; Binding Effect. (a) This Agreement shall
be binding on the parties hereto and their respective successors and assigns; provided that
none of the SPV, the Servicer or the Originators may assign any of its rights or delegate any of
its duties hereunder or under the First Tier Agreement or under any of the other Transaction
Documents to which it is a party without the prior written consent of each Managing Agent. Except
as provided in clause (b) below, no provision of this Agreement shall in any manner
restrict the ability of any Investor to assign, participate, grant security interests in, or
otherwise transfer any portion of the Asset Interest.



(b) Any Committed Investor may assign all or any portion of its Commitment and its interest in
the Net Investment, the Asset Interest and its other rights and obligations hereunder to any Person
with the written approval of the applicable Administrator, on behalf of




 


82









 







its Conduit Investor, and the applicable Managing Agent and, if no Termination Event is continuing,
with the consent of the SPV (such consent not to be unreasonably withheld). In connection with any
such assignment, the assignor shall deliver to the assignee(s) an Assignment and Assumption
Agreement, duly executed, assigning to such assignee a pro rata interest in such assignor’s
Commitment and other obligations hereunder and in the Net Investment, the Asset Interest and other
rights hereunder, and such assignor shall promptly execute and deliver all further instruments and
documents, and take all further action, that the assignee may reasonably request, in order to
protect, or more fully evidence, the assignee’s right, title and interest in and to such interest
and to enable the Agent, on behalf of such assignee, to exercise or enforce any rights hereunder
and under the other Transaction Documents to which such assignor is or, immediately prior to such
assignment, was a party. Upon any such assignment, (i) the assignee shall have all of the rights
and obligations of the assignor hereunder and under the other Transaction Documents to which such
assignor is or, immediately prior to such assignment, was a party with respect to such assignor’s
Commitment and interest in the Net Investment and the Asset Interest for all purposes of this
Agreement and under the other Transaction Documents to which such assignor is or, immediately prior
to such assignment, was a party (provided that no assignee (including an assignee that is already
an Investor hereunder at the time of the assignment) shall be entitled to receive any greater
amount pursuant to Section 9.4 than that to which the assignor would have been entitled had
no such assignment occurred) and (ii) the assignor shall have no further obligations with respect
to the portion of its Commitment which has been assigned and shall relinquish its rights with
respect to the portion of its interest in the Net Investment and the Asset Interest which has been
assigned for all purposes of this Agreement and under the other Transaction Documents to which such
assignor is or, immediately prior to such assignment, was a party. No such assignment shall be
effective unless a fully executed copy of the related Assignment and Assumption Agreement shall be
delivered to the Agent and the SPV. In addition, if the assignee is not already an Investor, such
assignee shall deliver to the Agent, the SPV and the Servicer, all applicable tax documentation
(whether pursuant to Section 9.5 or otherwise) requested by the Agent, the SPV or the
Servicer. All costs and expenses of the Agent incurred in connection with any assignment hereunder
shall be borne by the assignee. No Committed Investor shall assign any portion of its Commitment
hereunder without also simultaneously assigning an equal portion of its interest in the Program
Support Agreement to which it is a party or under which it has acquired a participation.



(c) By executing and delivering an Assignment and Assumption Agreement, the assignor and
assignee thereunder confirm to and agree with each other and the other parties hereto as follows:
(i) other than as provided in such Assignment and Assumption Agreement, the assignor makes no
representation or warranty and assumes no responsibility with respect to any statements, warranties
or representations made in or in connection with this Agreement, the other Transaction Documents or
any other instrument or document furnished pursuant hereto or thereto or the execution, legality,
validity, enforceability, genuineness, sufficiency or value or this Agreement, the other
Transaction Documents or any such other instrument or document; (ii) the assignor makes no
representation or warranty and assumes no responsibility with respect to the financial condition of
the SPV, any Originator or the Servicer or the performance or observance by the SPV, any Originator
or the Servicer of any of their respective obligations under this Agreement, the First Tier
Agreement, the other Transaction Documents or any other instrument or document furnished pursuant
hereto; (iii) such assignee confirms that it has received a copy of this Agreement, the First Tier
Agreement, each other Transaction Document and such other




 


83









 







instruments, documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into such Assignment and Assumption Agreement and to purchase such
interest; (iv) such assignee will, independently and without reliance upon the Agent, any Managing
Agent, any Investor or any of their Affiliates, or the assignor and based on such agreements,
documents and information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under this Agreement and the other Transaction
Documents; (v) such assignee appoints and authorizes the Agent and its Managing Agent to take such
action as agent on its behalf and to exercise such powers under this Agreement, the other
Transaction Documents and any other instrument or document furnished pursuant hereto or thereto as
are delegated to the Agent or its Managing Agent, as applicable, by the terms hereof or thereof,
together with such powers as are reasonably incidental thereto and to enforce its respective
rights and interests in and under this Agreement, the other Transaction Documents and the Affected
Assets; (vi) such assignee agrees that it will perform in accordance with their terms all of the
obligations which by the terms of this Agreement and the other Transaction Documents are required
to be performed by it as the assignee of the assignor; and (vii) such assignee agrees that it will
not institute against any Conduit Investor any proceeding of the type referred to in Section
11.11 prior to the date which is one (1) year and one (1) day after the payment in full of all
Commercial Paper of such Conduit Investor.



(d) Without limiting the foregoing, a Conduit Investor may, from time to time, with prior or
concurrent notice to the SPV and the Servicer, in one transaction or a series of transactions,
assign all or a portion of the Net Investment and its rights and obligations under this Agreement
and any other Transaction Documents to which it is a party to a Conduit Assignee. Upon and to the
extent of such assignment by a Conduit Investor to a Conduit Assignee, (i) such Conduit Assignee
shall be the owner of the assigned portion of the Net Investment, (ii) the related Administrator
for such Conduit Assignee will act as the Administrator for such Conduit Assignee, with all
corresponding rights and powers, express or implied, granted to the Administrator hereunder or
under the other Transaction Documents, (iii) such Conduit Assignee (and any related commercial
paper issuer, if such Conduit Assignee does not itself issue commercial paper) and their respective
liquidity support provider(s) and credit support provider(s) and other related parties shall have
the benefit of all the rights and protections provided to the Conduit Investor and its Program
Support Provider(s) herein and in the other Transaction Documents (including any limitation on
recourse against such Conduit Assignee or related parties, any agreement not to file or join in the
filing of a petition to commence an insolvency proceeding against such Conduit Assignee, and the
right to assign to another Conduit Assignee as provided in this paragraph), (iv) such Conduit
Assignee shall assume all (or the assigned or assumed portion) of the Conduit Investor’s
obligations, if any, hereunder or any other Transaction Document, and the Conduit Investor shall be
released from such obligations, in each case to the extent of such assignment, and the obligations
of the Conduit Investor and such Conduit Assignee shall be several and not joint, (v) all
distributions in respect of the Net Investment shall be made to the applicable Managing Agent or
the related Administrator, as applicable, on behalf of the Conduit Investor and such Conduit
Assignee on a pro rata basis according to their respective interests, (vi) the definition
of the term “CP Rate” with respect to the portion of the Net Investment funded with commercial
paper issued by the Conduit Investor from time to time shall be determined in the manner set forth
in the definition of “CP Rate” applicable to the Conduit Investor on the basis of the interest rate
or discount applicable to commercial paper issued by such Conduit Assignee (or the related
commercial paper issuer, if




 


84









 







such Conduit Assignee does not itself issue commercial paper) rather than the Conduit Investor,
(vii) the defined terms and other terms and provisions of this Agreement and the other Transaction
Documents shall be interpreted in accordance with the foregoing, (viii) the Conduit Assignee, if it
shall not be an Investor already, shall deliver to the Agent, the SPV and the Servicer, all
applicable tax documentation reasonably requested by the Agent, the SPV or the Servicer and (ix) if
requested by the related Managing Agent or the related Administrator with respect to the Conduit
Assignee, the parties will execute and deliver such further agreements and documents and take such
other actions as the related Managing Agent or such Administrator may reasonably request to
evidence and give effect to the foregoing. No assignment by a Conduit Investor to a Conduit
Assignee of all or any portion of the Net Investment shall in any way diminish the related
Committed Investors’ obligations under Section 2.3 to fund any Investment not funded by the
related Conduit Investor or such Conduit Assignee or to acquire from the Conduit Investor or such
Conduit Assignee all or any portion of the Net Investment pursuant to Section 3.1.



(e) In the event that a Conduit Investor makes an assignment to a Conduit Assignee in
accordance with clause (d) above, the Related Committed Investors: (i) if requested by the
related Administrator, shall terminate their participation in the applicable Program Support
Agreement to the extent of such assignment, (ii) if requested by the related Administrator, shall
execute (either directly or through a participation agreement, as determined by such
Administrator) the program support agreement related to such Conduit Assignee, to the extent of
such assignment, the terms of which shall be substantially similar to those of the participation
or other agreement entered into by such Committed Investor with respect to the applicable Program
Support Agreement (or which shall be otherwise reasonably satisfactory to the Administrator and
the Related Committed Investors), (iii) if requested by the related Conduit Investor, shall enter
into such agreements as requested by such Conduit Investor pursuant to which they shall be
obligated to provide funding to the Conduit Assignee on substantially the same terms and
conditions as is provided for in this Agreement in respect of such Conduit Investor (or which
agreements shall be otherwise reasonably satisfactory to such Conduit Investor and the Committed
Investors), and (iv) shall take such actions as the Agent shall reasonably request in connection
therewith.



(f) Each of the SPV, the Servicer and the Originators hereby agrees and consents to the
assignment by any Conduit Investor from time to time pursuant to this Section 11.8 of all
or any part of its rights under, interest in and title to this Agreement and the Asset Interest to
any Program Support Provider.



(g) The Agent shall, on behalf of the SPV, maintain at its address referred to in Section
11.3 a copy of each Assignment and Assumption Agreement delivered to it and a register (the
“Register”) on or in which it will record the names and addresses of the Investors and
assignees, and the Commitments of, and interest in the Net Investment of each Investor and
assignee from time to time. The entries in the Register shall be conclusive, in the absence of
manifest error, and the SPV, the Agent, and the Secured Parties shall treat each person whose name
is recorded in the Register as the owner of the interest in the Net Investment recorded therein
for all purposes of this Agreement. Any assignment of any Commitment and interest in the Net
Investment and Asset Interest shall be effective only upon appropriate entries with respect
thereto being made in the Register. The Agent will make the Register available to the


 


85









 





SPV and any Investor (with respect to any entry relating to such Investor) at any reasonable time
and from time to time upon reasonable prior notice.



SECTION 11.9 Waiver of Confidentiality. Each of the SPV, the Servicer and the
Originators hereby consents to the disclosure of any non-public information with respect to it
received by the Agent, any Managing Agent, any Investor or any Administrator to any other Investor
or potential Investor, any Managing Agent, any nationally recognized statistical rating
organization rating a Conduit Investor’s Commercial Paper, any dealer or placement agent of or
depositary for the Conduit Investor’s Commercial Paper, any Administrator, any Program Support
Provider, any credit/financing provider to any Conduit Investor or any of such Person’s counsel or
accountants in relation to this Agreement or any other Transaction Document if they agree to hold
it confidential pursuant to a written agreement of confidentiality in form and substance reasonably
satisfactory to the SPV. Subject to the forgoing, the Agent, the Managing Agents, the Investors,
the Program Support Providers and the Administrators hereby agree to maintain the confidentiality
of any non-public information.



SECTION 11.10 Confidentiality Agreement. Each of the SPV, the Servicer and the
Originators hereby agrees that it will not disclose the contents of this Agreement or any other
Transaction Document or any other proprietary or confidential information of or with respect to any
Investor, the Agent, any Managing Agent, any Administrator or any Program Support Provider to any
other Person except (a) its auditors and attorneys, employees or financial advisors (other than any
commercial bank) and any nationally recognized statistical rating organization, provided such
auditors, attorneys, employees, financial advisors or rating agencies are informed of the highly
confidential nature of such information and agree to use such information solely in connection with
their evaluation of, or relationship with, the SPV, the Servicer, the and its affiliates, (b) as
otherwise required by applicable law or order of a court of competent jurisdiction or (c) as
disclosed in any public filing.



SECTION 11.11 No Bankruptcy Petition Against the Conduit Investor. Each of the
SPV, the Servicer and the Originators hereby covenants and agrees that, prior to the date which is
one (1) year and one (1) day after the payment in full of all outstanding Commercial Paper or other
rated indebtedness of any Conduit Investor (or its related commercial paper issuer), it will not
institute against, or join any other Person in instituting against, such Conduit Investor any
proceeding of a type referred to in the definition of Event of Bankruptcy.



SECTION 11.12 No Recourse.



(a) Notwithstanding anything to the contrary contained in this Agreement, the obligations of
any Conduit Investor under this Agreement and all other Transaction Documents are solely the
corporate obligations of such Conduit Investor and shall be payable solely to the extent of funds
received from the SPV in accordance herewith or from any party to any Transaction Document in
accordance with the terms thereof are in excess of funds necessary to pay its matured and maturing
Commercial Paper.



(b) Any amounts which such Conduit Investors does not pay pursuant to the operation of the
preceding sentence shall not constitute a claim (as defined in §101 of the


 


86









 





Bankruptcy Code) against or corporate obligation of such Conduit Investors for any such
insufficiency unless and until such Conduit Investors satisfies the provisions above.




(c) This Section 11.12 shall survive termination of this Agreement.



SECTION 11.13 No Proceedings; Limitations on Payments.



(a) Each of the parties hereto, by entering into this Agreement, hereby covenants and agrees
that it will not at any time institute against the SPV, or join in any institution against the SPV
of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings under any United States federal or State bankruptcy or similar law in connection with
any of the SPV’s obligations under this Agreement or other Transaction Documents.



(b) Notwithstanding any provisions contained in this Agreement to the contrary, the parties
hereto acknowledge and agree that (i) all amounts payable by the SPV hereunder and under the other
Transaction Documents shall be paid in accordance with the priorities set forth in Section
2.12 and (ii) the SPV shall only be required to pay amounts payable by the SPV hereunder and
under the other Transaction Documents from funds of the SPV other than the proceeds of the Affected
Assets to the extent it has such funds. Any amounts which the SPV does not pay pursuant to the
operation of clause (ii) of the preceding sentence shall not constitute a claim (as defined
in §101 of the Bankruptcy Code) against or corporate obligation of the SPV for any such
insufficiency unless and until the SPV satisfies the provisions of clause (ii) above.




(c) This Section 11.13 shall survive termination of this Agreement.



[SIGNATURES FOLLOW]



 


87









 





In
Witness Whereof, the parties hereto have executed and delivered this Agreement as
of the date first written above.



	 	 	 	 	 
	 	GREIF RECEIVABLES FUNDING LLC

 	 
	 	By:  	/s/ [ILLEGIBLE]
 	 
	 	 	Name: 	 	 
	 	 	Title: 	 	 
	 
	 	GREIF PACKAGING LLC,

Individually, as an Originator and as the Servicer

 	 
	 	By:  	/s/ [ILLEGIBLE]
 	 
	 	 	Name:	 	 
	 	 	Title:	 	 
	 



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




Transfer and Administration Agreement




 


S-1









 





	 	 	 	 	 
	 	YC SUSI TRUST,

as a Conduit Investor and an Uncommitted Investor

 	 
	 	By:  	Bank of America, National Association,
 	 
	 	 	as Administrative Trustee 	 
	 	 	 	 
	 	By:  	/s/ Steven Maysonet
 	 
	 	 	Name:  	Steven Maysonet 	 
	 	 	Title:  	Vice President 	 
	 



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




Transfer and Administration Agreement




 


S-2









 





	 	 	 	 	 
	Commitment:

$137,700,000	 BANK OF AMERICA, NATIONAL ASSOCIATION,

as Agent, as a Managing Agent,

Administrator and Committed Investor for

the Bank of America Investor Group

 	 
	 	By:  	/s/ Steven Maysonet
 	 
	 	 	Name:  	Steven Maysonet 	 
	 	 	Title:  	Vice President 	 



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




Transfer and Administration Agreement




 


S-3









 





Schedule 1.01




AGRICULTURAL RECEIVABLES ELIGIBLE OBLIGORS




[***]




[***]




[***]




[***]




[***]




[***]




[***]




[***]




[***]




[***]




[***]




[***]




[***]




[***]






 


Schedule 1.01









 







SCHEDULE 4.1(d)




PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS




In addition to the representations, warranties and covenants contained in this Agreement, the
SPV hereby represents, warrants, and covenants as follows:



General




1. The Transfer and Administration Agreement creates a valid and continuing security interest
(as defined in UCC Section 9-102) in the Affected Assets in favor of the Agent (for the benefit of
the Secured Parties), which security interest is prior to all other Adverse Claims, and is
enforceable as such as against creditors of and purchasers from the SPV.



2. The Eligible Receivables constitute “accounts” within the meaning of UCC Section 9-102.
The rights of the SPV under the First Tier Agreement constitute “general intangibles” within the
meaning of UCC Section 9-102.



3. The SPV has taken all steps necessary to perfect its security interest against the Obligor
in the Related Security (if any) securing the Eligible Receivables.



4. The Collection Account constitutes a securities account.



Creation




5. Immediately prior to (or concurrent with) the transfer and assignment herein
contemplated, the SPV had good title to each Eligible Receivable and its rights under the
First
Tier Agreement, and was the sole owner thereof, free and clear of all Adverse Claims and,
upon
the transfer thereof, the Agent shall have good title to each such Receivable, and will (i)
be the
sole owner thereof, free and clear of all Liens, or (ii) have a first priority security
interest in such
Eligible Receivables, and the transfer or security interest will be perfected under the UCC.
Immediately prior to the sale, assignment, and transfer thereof, each Eligible Receivable was
secured by a valid and enforceable perfected security interest in the related Related
Security (if
any) in favor of the SPV as secured party, and such security interest is prior to all other
Adverse
Claims in such Related Security. The SPV has not taken any action to convey any right to any
Person that would result in such Person having a right to payments due under the Receivables
(other than with respect to servicing of Receivables by the Servicer or Sub-Servicer as
permitted
by this Agreement).



Perfection




6. At the request of the Agent, the SPV has caused or will have caused, within ten
days after the effective date of the Transfer and Administration Agreement, the filing of all
appropriate financing statements in the proper filing office in the appropriate jurisdictions
under
applicable law in order to perfect the sale of, or security interest in, the Receivables and
the
rights of the SPV under the First Tier Agreement from SPV to the Agent.


 


Schedule 4.1(d)-1









 





7. With respect to the Collection Account either: (i) the SPV has delivered to the
Agent a fully executed agreement pursuant to which the securities intermediary has agreed to
comply with all instructions originated by the Agent relating to each of the Collection
Account
without further consent by the SPV; or (ii) the SPV has taken all steps necessary to cause the
securities intermediary to identify in its records the Agent as the person having a security
entitlement against the securities intermediary in each of the Collection Account.



Priority




8. Other than the transfer of the Receivables under the First Tier Agreement and to the Agent
under the Transfer and Administration Agreement, none of the Originators nor the SPV has pledged,
assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables or the
other Affected Assets. None of the Originators nor the SPV has authorized the filing of, or is
aware of, any financing statements against the SPV that include a description of collateral
covering the Receivables or the other Affected Assets other than any financing statement relating
to the transfers under the First Tier Agreement and to the Agent under the Transfer and
Administration Agreement or that has been terminated.



9. None of the Originators nor the SPV has any knowledge of any judgment, ERISA or tax lien
filings against it which would reasonably be expected to have a Material Adverse Effect.



10. The Collection Account is not in the name of any person other than the Agent. The SPV has
not consented to the securities intermediary of the Collection Account to comply with entitlement
orders of any person other than the Agent.



11. Notwithstanding any other provision of this Agreement or any other Transaction Document,
the Perfection Representations contained in this Schedule shall be continuing, and remain in full
force and effect until such time as all obligations under this Agreement have been finally and
fully paid and performed.



12. The parties to the Transfer and Administration Agreement: (i) shall not, without obtaining
a confirmation of the then-current rating of the applicable Commercial Paper, waive any of the
Perfection Representations; and (ii) shall provide S&P with prompt written notice of any breach of
the Perfection Representations, and shall not, without obtaining a confirmation of the then-current
rating of the applicable Commercial Paper (as determined after any adjustment or withdrawal of the
ratings following notice of such breach) waive a breach of any of the Perfection Representations.



13. In order to evidence the interests of the Agent under the Transfer and Administration
Agreement, the Servicer shall, from time to time, take such action, or execute and deliver such
instruments (other than filing financing statements) as may be necessary (including such actions as
are requested in writing by any Managing Agent) to maintain the Agent’s ownership interest and to
maintain and to perfect, as a first-priority interest, the Agent’s security interest in the
Receivables and the other Affected Assets. At the request of the Agent, the Servicer shall, from
time to time and within the time limits established by law, prepare and present to the Agent for
the Agent’s authorization and approval all financing statements,


 


Schedule 4.1(d)-2









 





amendments, continuations or other filings necessary to continue, maintain and perfect as a
first-priority interest the Agent’s interest in the Receivables and other Affected Assets. The
Agent’s approval of such filings shall authorize the Servicer to file such financing statements
under the UCC. Notwithstanding anything else in the Transaction Documents to the contrary, the
Servicer shall not have any authority to file a termination, partial termination, release, partial
release, or any amendment that deletes the name of a debtor or excludes collateral of any such
financing statements, without the prior written consent of each Managing Agent.



 


Schedule 4.1(d)-3









 





SCHEDULE 4.1(g)




Lists of Actions and Suits




None.



 


Schedule 4.1(i)-1









 






SCHEDULE 4.1(i)




Location of Certain Offices and Records




	 	 	 
	Principal Place of Business:

	 	SPV:




	 

	 	366 Greif Parkway
	 

	 	Delaware, OH 43015
	 
	 	 
	 

	 	Initial Servicer:
	 
	 	 
	 

	 	425 Greif Parkway
	 

	 	Delaware, OH 43015
	 
	 	 
	Chief Executive Office:

	 	SPV:




	 

	 	366 Greif Parkway
	 

	 	Delaware, OH 43015
	 
	 	 
	 

	 	Initial Servicer:




	 

	 	425 Winter Road
	 

	 	Delaware, OH 43015
	 
	 	 
	Location of Records:

	 	SPV:




	 

	 	366 Greif Parkway
	 

	 	Delaware, OH 43015
	 
	 	 
	 

	 	Initial Servicer:




	 

	 	425 Winter Road
	 

	 	Delaware, OH 43015







 


Schedule 4.1(i)-2









 







SCHEDULE 4.1(j)




	 	 	 
	Federal Employer
	 	 
	Identification Number:
	 	[***]





 


Schedule 4.1(j)-1









 





SCHEDULE 4.1(s)




List of Blocked Account Banks and Blocked Accounts




	 	 	 	 	 	 	 
	Bank
Name & Address	 	Type of Account	 	Account / ABA Nos.	 	Lockbox Address (PO Box & Street)
	[***]

	 	[***]
	 	Acct # [***]
	 	Greif
	[***]

	 	 	 	LBX # [***]
	 	[***]
	[***]

	 	 	 	ABA # [***]
	 	[***]
	[***]

	 	[***]
	 	Acct # [***]
	 	Greif
	[***]

	 	 	 	LBX # [***]
	 	[***]
	[***]

	 	 	 	ABA # [***]
	 	[***]
	[***]

	 	[***]
	 	Acct # [***]
	 	Greif
	[***]

	 	 	 	LBX # [***]
	 	[***]
	[***]

	 	 	 	LBX # [***]
	 	[***]
	 

	 	 	 	ABA # [***]	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	Greif
	 

	 	 	 	 	 	[***]
	 

	 	 	 	 	 	[***]
	[***]

	 	[***]
	 	Acct # [***]
	 	Greif
	[***]

	 	 	 	LBX # [***]
	 	[***]
	[***]

	 	 	 	LBX # [***]
	 	[***]

	 

	 	 	 	ABA # [***]	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	Greif
	 

	 	 	 	 	 	[***]
	 

	 	 	 	 	 	[***]
	[***]

	 	Concentration
	 	Acct # [***]	 	 
	[***]

	 	 	 	ABA # [***]	 	 
	[***]
	 	 	 	 	 	 





 


Schedule 4.1(s)-1









 





SCHEDULE 6.1(a)




Agreed-Upon Procedures




[See Attached]





 


Schedule 6.1(a)-2









 







			
	 	 	 
	Greif	 	 
	Scope of the Procedures to be Performed
	 	October [24], 2008






Scope of Services

Exhibit A to Statement of Work Dated                     

between Protiviti Inc.

and 
Bank of America, N.A.




Company: Greif Incorporated

(“Greif” or the “Company”)




Time Periods to be tested:





September 2008
— tie in monthly reports

October 2007 — tie in monthly reports & detailed testing



(Note: All samples are judgmentally selected)




Describe and document the following as it relates to the Company’s policies and procedures (through
inquiry and observation, except where testing is noted):



The following are the procedures to be completed by the consultants:




	1.	 	Monthly Servicer Report (Information Package)






Obtain the Monthly Servicer reports for the time periods to be tested. Test the accuracy of the
Servicer reports submitted by performing the following procedures:




	 	A.	 	Test the calculation of the accounts receivable rollforward, aging spreads, eligible
collateral and concentrations reported on the existing Monthly Servicer Report for
the periods subject to testing. Calculate additional ineligibles for the selected
time period, as applicable, as required in the Sale and Contribution Agreement
dated October 8, 2003 (Note that testing of reserves, ratios and financial
covenants is not included in the scope of the procedures to be performed.)

	 
	 	B.	 	Trace and agree line items to supporting documentation (including the general
ledger and aged trial balance, if applicable). Recalculate line items. Explain the
type of supporting documentation.

	 
	 	C.	 	Prepare a chart of the line items analyzed and a comparison of the Company
prepared figures to recomputed amounts.

	 
	 	D.	 	Discuss other potential forms of non-cash offsets with appropriate management
personnel. Also, scan the general ledger for any general ledger accounts that
disclose non-cash credits and/or potential offsets to receivables. Explain any
such accounts that are noted that have not been previously identified and
included in the rollforward.

	 
	 	E.	 	Obtain a reconciliation of receivables per the aged trial balance(s) to the general
ledger for the most recent month subject to testing. Report frequency of
(monthly, weekly, daily) and procedures used in reconciling via discussions with
Servicer personnel, and note any significant discrepancies (resolved or
unresolved). Compare to summary aging balances, noting whether the






Confidential


 


1









 





			
	 	 	 
	Greif	 	 
	Scope of the Procedures to be Performed
	 	October [24], 2008







	 	 	 	appropriate reconciled amount was included. Prepare summary aging charts for each and attach
the charts to your report.







	2.	 	Obligor Concentration







	 	A.	 	Obtain a listing of the ten largest obligors as of the most recent period subject to
testing and test the accuracy of this information by tracing amounts to the
receivable trial balance.

	 
	 	B.	 	Scan the trial balance noting any unidentified obligor concentrations. Document
if the Company is properly aggregating exposure among affiliated obligors and, if
more than one entity is originating the receivables, exposure among the various
related entities. Note the process by which this aggregation is accomplished.
Include a listing of the largest obligors with the report.







	3.	 	Credit File Review







	 	A.	 	Select a judgmental sample of 5 obligors and obtain the credit files. For the sample
selected, test that the credit limit was appropriately authorized (as per the Company’s
authorization matrix), a current review was completed, and that relevant documentation is
on file per the Company’s policy.







	4.	 	Invoice Testing and Receivable Aging







	 	A.	 	Document through inquiry the company’s aging methodology (i.e.,
invoice/contract date versus due date, etc.) Include a description of the aging
methodology in the report.

	 
	 	B.	 	Judgmentally (from each division being tested) select 15 accounts/invoices from
among the eligible aging categories on the selected aging report and perform the
following procedures:







	 	1)	 	Test whether the accounts are being properly aged in accordance with the
terms and methodology. Note any accounts that may be aged in a non-conforming
manner.







	 	2)	 	Document any invoices noted which contain terms, such as terms of payment
that would make the invoice ineligible to be included in the borrowing base. If so,
document if the Company is properly excluding such invoices from the borrowing base.







	 	3)	 	For the invoices selected above, obtain the related documentation
pertaining to purchase order, proof of shipment of goods or performance of services
and payment/resolution. Document whether the invoices were issued either coincident
with or subsequent to the shipment of goods or performance of services.







	 	4)	 	Prepare a listing of the accounts analyzed with an indication of the aging
accuracy, the payment terms and reason for delinquency, if any.







	5.	 	Invoice Resolution







	 	A.	 	For the same 15 invoices selected in step 2 trace the amount owing through to final
resolution (billing, aging, cash receipt and application against the invoice or write
off/collection efforts).






Confidential




 


2









 







			
	 	 	 
	Greif	 	 
	Scope of the Procedures to be Performed
	 	October [24], 2008







	6.	 	Delinquent Obligors







	 	A.	 	Obtain form Management a listing of the top 15 invoices aged greater than 60 days from
original due date and report the reason for non-payment and action taken, if such
information is available in the credit file, or report that such information was not
available.







	7.	 	Write-Offs







	 	A.	 	Obtain an understanding of the method used to write-off uncollectible accounts
(i.e. direct method or allowance method).

	 
	 	B.	 	Obtain a list of the write-offs in the time periods subject to testing and present a
reconciliation to the write-offs per the respective AR rollforwards and the general
ledger.

	 
	 	C.	 	Obtain a list of the 10 largest write offs in the 12 months prior to September
2008. The results of testing should be documented in a table which lists the
following items: Customer name, invoice number, invoice amount, invoice date,
date of write-off, average age of the receivables at the time of write-off and
reason for write-off, if available. Also report compliance with the Servicer’s
procedures, including proper authorization per the Company’s policy and
procedures.







	8.	 	Dilutions







	 	A.	 	Judgmentally select a sample of 30 recent credit memos for the time periods
subject to testing and prepare a table outlining the nature of the credit memos.

	 
	 	B.	 	For each credit memo selected in the sample, record the related invoice date,
credit memo issuance date and rebill date (as applicable). Describe the method
by which credits are aged in the AR.

	 
	 	C.	 	Calculate and report the simple and weighted average (weighted by dollar value)
dilution horizons. The dilution horizon is defined as the number of days between
the original invoice date and credit memo issuance date.

	 
	 	D.	 	Document the Servicer’s procedures for identifying non-cash credits to AR for
purposes of the monthly accounts receivable rollforward, and test the adequacy
of such procedures using the Analysis Report tested in the procedures outlined
above.

	 
	 	E.	 	Document how rebills are reflected in the AR rollforward and whether rebills
result in the reaging of receivables.







	9.	 	Rebates







	 	A.	 	Discuss with management the existence of any rebate programs. Obtain evidence of any
current accruals for rebate programs and calculate the aggregate amount of such accruals.
Inquire how rebates are paid (e.g. by separate payments or by offsetting against accounts
receivable). Document any discussions.






Confidential




 


3









 







			
	 	 	 
	Greif	 	 
	Scope of the Procedures to be Performed
	 	October [24], 2008







	10.	 	Contras







	 	A.	 	Discuss with management any offset practices and document your findings. Specifically
discuss any obligors that are also vendors, and document the treatment of respective
payable amounts for the purposes of the securitization program.







	11.	 	Collection Methodology & Cash Application







	 	A.	 	Document how partially paid, unapplied and unidentified cash is processed by
and whether such procedures result in reaging accounts receivable.

	 
	 	B.	 	Obtain a current listing of the lockbox account(s) and concentration/depository
account(s) into which collections on purchased receivables are deposited.
Attach this listing as an exhibit to the report.

	 
	 	C.	 	For the time periods subject to testing, obtain from Management a table
summarizing collections by method of receipt, in a format similar to the one
shown below:






	 	 	 	 	 	 	 	 	 
	METHOD OF RECEIPT	 	[MONTH]	 	 	%	 
	 	 	($000’s)	 	 	 	 
	Obligor mailed/sent payment directly to a lockbox
	 	$	 	 	 	 	 	 
	Electronic payments (ACH/wire) to a account
	 	 	 	 	 	 	 	 
	Other (describe)
	 	 	 	 	 	 	 	 
	Total Deposits related to Collections per Bank Statement(s)
	 	$	 	 	 	 	100	%
	Total Collections per Monthly Report
	 	 	 	 	 	 	 	 
	Difference (ask Management for an explanation of significant causes of the difference, if any)
	 	 	 	 	 	 	 	 







	12.	 	Daily Balances







	 	A.	 	Obtain and attach, if available, daily accounts receivable balances for the most
recent month subject to testing. Otherwise, obtain and attach daily sales and collection
information for a recent month. Prepare a chart summarizing the data.







	13.	 	Internal Audit







	 	A.	 	Provide a brief overview of the internal audit department including, number of
personnel / planned changes and co-sourcing relationships.

	 
	 	B.	 	Inquire if the internal auditors have performed any reviews of credit, receivables,
systems or other areas related to receivables in the 12 months ended September
2008. Obtain a copy of the internal audit reports, as applicable and document
internal audit findings and Management responses.

	 
	 	C.	 	If no internal audits were completed in the last 12 months relating to credit,
receivables, systems or other areas related to receivables, inquire when such
internal audits are scheduled. If no internal audits are scheduled, inquire why.






Confidential




 


4









 







SCHEDULE 11.3




Address and Payment Information




	 	 	 
	If to the Conduit
Investors:
	 	 
	 
	 	 
	 

	 	YC SUSI Trust
	 

	 	c/o Bank of America, National Association,
	 

	 	as Administrative Trustee
	 

	 	214 North Tryon Street, 19th Floor 

NC1-027-19-01
	 

	 	Charlotte, North Carolina 28255
	 

	 	Telephone: (704) 386-7922
	 

	 	Facsimile: (704) 386-9169
	 
	 	 
	 

	 	(with a copy to the YC SUSI Administrator)
	 
	 	 
	If to the SPV:
	 	 
	 
	 	 
	 

	 	Greif Receivables Funding LLC 
	 

	 	425 Winter Road
	 

	 	Delaware, OH 43015
	 

	 	Facsimile: 740 549-6102
	 

	 	Attention: Treasurer
	 
	 	 
	 

	 	Payment Information:
	 

	 	[***]
	 

	 	[***]
	 

	 	[***]
	 

	 	ABA: [***]
	 

	 	Account: [***]
	 
	 	 
	If to the Originators:
	 	 
	 
	 	 
	 

	 	Greif Packaging LLC
	 

	 	425 Winter Road
	 

	 	Delaware, OH 43015
	 

	 	Telephone: 740 549-6053
	 

	 	Facsimile: 740 549-6102
	 

	 	Attention: Treasurer





 


Schedule 11.3-1









 





	 	 	 
	If to the Servicer:
	 	 
	 
	 	 
	 

	 	Greif Packaging LLC
	 

	 	425 Winter Road
	 

	 	Delaware, OH 43015
	 

	 	Telephone: 740 549-6053
	 

	 	Facsimile: 740 549-6102
	 

	 	Attention: Treasurer
	 
	 	 
	 

	 	With a copy of any notices to the SPV,
Originators sent to:
	 

	 	Greif, Inc.
	 

	 	425 Winter Road
	 

	 	Delaware, OH 43015
	 

	 	Attention: General Counsel
	 

	 	Phone: 740 549-6188
	 
	 	 
	Fax:
740 549-6101
If to the Agent:
	 	 
	 
	 	 
	 

	 	Bank of America, National Association,
	 

	 	as Agent
	 

	 	214 North Tryon Street, 19th Floor
	 

	 	NC1-027-19-01
	 

	 	Charlotte, North Carolina 28255
	 

	 	Attention: ABCP Conduit Group
	 

	 	Telephone: (704) 386-7922
	 

	 	Facsimile: (704) 388-9169
	 
	 	 
	If to the YC
SUSI Administrator:
	 	 
	 
	 	 
	 

	 	Bank of America, National Association,
	 

	 	as Administrator
	 

	 	214 North Tryon Street, 19th Floor
	 

	 	NC1-027-19-01
	 

	 	Charlotte, North Carolina 28255
	 

	 	Attention: ABCP Conduit Group
	 

	 	Telephone: (704) 386-7922
	 

	 	Facsimile: (704) 388-9169
	 
	 	 
	Payment Information:
	 	 
	 
	 	 
	 

	 	[***]
	 

	 	[***]
	 

	 	ABA: [***]
	 

	 	A/C #: [***]
	 

	 	Ref: Greif [***]
	 

	 	Attn: [***]







 


Schedule 11.3-2









 







As provided to the SPV from time to time in writing.



If to the Managing Agent for the Bank of America Investor Group



	 	 	 
	 

	 	Bank of America, National Association,
	 

	 	as Managing Agent
	 

	 	214 North Tryon Street, 19th Floor
	 

	 	NC1-027-19-01
	 

	 	Charlotte, North Carolina 28255
	 

	 	Attention: ABCP Conduit Group
	 

	 	Telephone: (704) 386-7922
	 

	 	Facsimile: (704) 388-9169
	 
	 	 
	 

	 	Payment Information:
	 
	 	 
	 

	 	Bank: [***]
	 

	 	Benf: [***]
	 

	 	ABA: [***]
	 

	 	A/C #: [***]
	 

	 	Ref: Greif / [Wire Description]
	 

	 	Attn: [***]







 


Schedule 11.3-3









 







Exhibit A




Form of Assignment and Assumption Agreement




Reference is made to the Transfer and Administration Agreement dated as of December 8, 2008
as it may be amended or otherwise modified from time to time (as so amended or modified, the
“Agreement”) among Greif Receivables Funding LLC, as transferor (in such capacity, the
“SPV”), the persons from time to time party thereto as “Originators” (each an
“Originator” and collectively, the “Originators”), Greif, Inc., as servicer (in
such capacity, the “Servicer”), Bank of America, National Association, as agent, and each
of the Conduit Investors, Committed Investors, Managing Agents and Administrators from time to
time parties thereto. Terms defined in the Agreement are used herein with the same meaning.



[     
                  
             
    ] (the “Assignor”) and [    
                            
       ] (the
“Assignee”) agree as follows:



1. The Assignor hereby sells and assigns to the Assignee, without recourse and
without representation and warranty, and the Assignee hereby purchases and assumes from the
Assignor, an interest in and to all of the Assignor’s rights and obligations under the Agreement
and the other Transaction Documents. Such interest expressed as a percentage of all rights and
obligations of the Committed Investors, shall be equal to the percentage equivalent of a fraction
the numerator of which is $[                    ] and the denominator of which is the Facility Limit. After
giving effect to such sale and assignment, the Assignee’s Commitment will be as set forth on the
signature page hereto.



2.
[In consideration of the payment of $[                    ], being
[_____]% of the existing
Net Investment, and of $[                   
 ], being [_____]% of the aggregate unpaid
accrued Yield, receipt of which payment is hereby acknowledged, the Assignor hereby assigns to the Agent for the
account of the Assignee, and the Assignee hereby purchases from the Assignor, a [_____]% interest in
and to all of the Assignor’s right, title and interest in and to the Net Investment
purchased by the undersigned on
[                                        ], 20[_____] under the Agreement.] [Include if
an existing Net Investment is being assigned.]



3. The Assignor (i) represents and warrants that it is the legal and beneficial owner
of the interest being assigned by it hereunder and that such interest is free and clear of any
Adverse Claim; (ii) makes no representation or warranty and assumes no responsibility with
respect to any statements, warranties or representations made in or in connection with the
Agreement, any other Transaction Document or any other instrument or document furnished
pursuant thereto or the execution, legality, validity, enforceability, genuineness,
sufficiency or
value of the Agreement or the Receivables, any other Transaction Document or any other
instrument or document furnished pursuant thereto; and (iii) makes no representation or
warranty
and assumes no responsibility with respect to the financial condition of any of the SPV or the
Servicer or the Originators or the performance or observance by any of the SPV or the Servicer
or the Originators of any of its obligations under the Agreement, any other Transaction
Document, or any instrument or document furnished pursuant thereto.


 


Exhibit A-1









 





4. The Assignee (i) confirms that it has received a copy of the Agreement and the First Tier
Agreement together with copies of the financial statements referred
to in Section 6.1(a) of the Agreement, to the extent delivered through the date of this Assignment and Assumption
Agreement (the “Assignment”), and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this Assignment; (ii)
agrees that it will, independently and without reliance upon the Agent, any of its Affiliates, the
Assignor or any other Investor and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or not taking action
under the Agreement and any other Transaction Document; (iii) appoints and authorizes the Agent
and its Managing Agent to take such action as agent on its behalf and to exercise such powers and
discretion under the Agreement and the other Transaction Documents as are delegated thereto by the
terms thereof, together with such powers and discretion as are reasonably incidental thereto; (iv)
agrees that it will perform in accordance with their terms all of the obligations which by the
terms of the Agreement are required to be performed by it as a Committed Investor; and (v)
specifies as its address for notices and its account for payments the office and account set forth
beneath its name on the signature pages hereof; and (vi) attaches an Internal Revenue Service form
W-9 evidencing their status as a U.S. Person.



5. The effective date for this Assignment shall be the later of (i) the date on which the
Agent receives this Assignment executed by the parties hereto and receives the consent of [the
SPV] and Administrator, on behalf of the Conduit Investor, and (ii) the date of this Assignment
(the “Effective Date”). Following the execution of this Assignment and the consent of [the
SPV and] the Administrator, on behalf of the Conduit Investor, this Assignment will be delivered
to the Agent for acceptance and recording.



6. Upon such acceptance and recording, as of the Effective Date, (i) the Assignee shall be a
party to the Agreement and, to the extent provided in this Assignment, have the rights and
obligations of a Committed Investor thereunder and (ii) the Assignor shall, to the extent provided
in this Assignment, relinquish its rights and be released from its obligations under the
Agreement.



7. Upon such acceptance and recording, from and after the Effective Date, the Agent and the
Managing Agent shall make all payments under the Agreement in respect of the interest assigned
hereby (including all payments in respect of such interest in Net Investment, Discount and fees)
to the Assignee. The Assignor and Assignee shall make all appropriate adjustments in payments
under the Agreement for periods prior to the Effective Date directly between themselves.



8. The Assignee shall not be required to fund hereunder an aggregate amount at any
time outstanding in excess of $[                    ], minus the aggregate outstanding amount of any
interest funded by the Assignee in its capacity as a participant under Program Support Agreement.



9. The Assignor agrees to pay the Assignee its pro rata share of fees in an amount
equal to the product of (a) [                    ] per annum and (b) the Commitment during the period after
the Effective Date for which such fees are owing and paid by the SPV pursuant to the Agreement.


 


Exhibit A-2









 





10. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK (WITHOUT REFERENCE TO THE CONFLICTS OF LAW PRINCIPLES THEREOF OTHER THAN SECTION
5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).



11. This agreement contains the final and complete integration of all prior expressions by
the parties hereto with respect to the subject matter hereof and shall constitute the entire
Agreement among the parties hereto with respect to the subject matter hereof superseding all prior
oral or written understandings.



12. If any one or more of the covenants, agreements, provisions or terms of this agreement
shall for any reason whatsoever be held invalid, then such covenants, agreements, provisions, or
terms shall be deemed severable from the remaining covenants, agreements, provisions, or terms of
this agreement and shall in no way affect the validity or enforceability of the other provisions
of this agreement.



13. This agreement may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed shall be deemed to be an original
and all of which when taken together shall constitute one and the same agreement. Delivery by
facsimile of an executed signature page of this agreement shall be effective as delivery of an
executed counterpart hereof.



14. This agreement shall be binding on the parties hereto and their respective successors and
assigns.



15. The Assignee shall be a [Committed Investor/Conduit Investor] in the [                    ]
Investor Group.



16. The [Assignee/other name] shall be the Managing Agent and Administrator for
the [                    ] Investor Group. [If other than Assignee, such person must sign this assignment
agreement and agree to be bound by the terms of the Transfer and Administration Agreement in such
capacity.]


 


Exhibit A-3









 





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



	 	 	 	 	 
	 	[ASSIGNOR]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	[ASSIGNEE]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



 


Exhibit A-4









 





	 	 	 
	 

	Address for notices and Account for payments:
	For Credit Matters:

	 	For Administrative Matters:
	 
	 	 
	[NAME]

	 	[NAME]
	 
	 	 
	Attention:

	 	Attention:
	 
	 	 
	Telephone: [(_____) _____-_____]

	 	Telephone: [(_____) _____-_____]
	Telefax: [(_____) _____-_____]

	 	Telefax: [(_____) _____-_____]
	 
	 	 
	Account for Payments:
	 	 
	 
	 	 
	NAME
	 	 
	 
	 	 
	ABA Number: [____-_____-_____]
	 	 
	Account Number: [                    ]
	 	 
	Attention: [                    ]
	 	 
	 
	 	 
	       Re: [                    ]
	 	 
	 
	 	 
	Consented to this [_____] day of

	 	Accepted this [_____] day of
	[                                        
], 20[_____]

	 	[                                        
], 20[_____]






	 	 	 	 	 	 	 	 	 	 	 
	[                    ], as Administrator	 	[                    ], as Agent
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 

Name:
	 	 	 	 	 	 

Name:
	 	 
	 

	 	Title:
	 	 	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	GREIF RECEIVABLES FUNDING LLC	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 	 	 
	 

	 	 

Name:
	 	 	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 	 	 	 	 







 


Exhibit A-5









 







Exhibit B




Credit and Collection Policies and Practices





 


Exhibit B-1











 









 




THE GREIF WAY




Customer to Cash




 





Greif North America Customer-to-Cash Policy & Process Document




	 	 	 	 	 	 	 
	Issue No

	 	1	 	 	 
	Date	 	March ____, 2004 (Updated 03/05/08) — BD
	Document Ref.	 	Customer to Cash — Greif Global Credit Policy and Guidelines
	 
	 	 	 	 	 	 
	Written by

	 	Reviewed by
	 	Approved by
	REL — TE/LF

	 	Greif — RZ
	 	 
	Greif — BD, BM
	 	 	 	 	 	 






 


- 1 -









 





C2C Credit and Collection Policies and Procedures




CONTENTS




	 	 	 	 	 
	1 Document Overview
	 	 	4	 
	1.1 Objective
	 	 	4	 
	1.2 Scope
	 	 	4	 
	1.3 General Rules
	 	 	4	 
	1.4 Review
	 	 	4	 
	 
	 	 	 	 
	2 Credit Policies and Procedures
	 	 	5	 
	2.1 New Customer Credit Approval and Set-up
	 	 	5	 
	2.2 Promissory Note — Corporate Warrenty
	 	 	8	 
	2.3 Customer Master File Maintenance
	 	 	9	 
	2.4 Establishing New Account Credit Limits
	 	 	11	 
	2.5 Payment Terms
	 	 	13	 
	2.6 Procedure Credit Limit Monitoring and Control
	 	 	16	 
	2.7 Credit Sanctions
	 	 	19	 
	2.8 Bankruptcies
	 	 	23	 
	2.9 Write Off’s
	 	 	25	 
	2.10 Blocked Orders
	 	 	26	 
	 
	 	 	 	 
	3 Collections
	 	 	27	 
	3.1 Account segmentation
	 	 	27	 
	3.2 Collection Process
	 	 	29	 
	3.3 Consignment Billing (Process currently under revision. This will be updated
upon Completion)
	 	 	31	 
	3.4 Consolidated Billing (Process currently under revision. This will be updated upon
completion)
	 	 	38	 
	3.5 Cash Application
	 	 	40	 
	3.6 Terms Compliance & Unearned Discounts
	 	 	43	 
	 
	 	 	 	 
	4 Dispute Management
	 	 	47	 
	4.1 DMS Process
	 	 	47	 






© REL Consultancy Group Ltd 2005 — Commercial in Confidence


 


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C2C Credit and Collection Policies and Procedures




	 	 	 
	0 Document Control
	 	 
	 
	 	 
	0.1 Document Version History
	 	 





	 	 	 	 	 
	Version

	 	Amendment
	 	Date
	1 
	 	Document first created
	 	October, 2003





	 	 	 
	0.2 Forecast Changes / Update
	 	 
	Last update 03/05/08
	 	 
	 
	 	 
	0.3 Document Cross References
	 	 
	None as yet
	 	 




© REL Consultancy Group Ltd 2005 — Commercial in Confidence




 


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C2C Credit and Collection Policies and Procedures





	1	 	Document Overview






	 	1.1	 	Objective






	 	 	The objective of this document is to establish The Greif Way to manage the customer to cash cycle.
This cycle begins at new customer set-up and order generation and ends with successful collection
of receivables or deactivation of a customer no longer doing business with or unable to meet their
financial obligation to Greif. The process includes establishing credit protocols to minimize risk
exposure, developing collections strategies to maximize cash receipts and minimize receivables, and
enabling the root cause elimination and timely correction of
errors.







	 	1.2	 	Scope






	 	 	The scope of the customer-to-cash policies and procedures include: Sales, Credit and Collection,
Customer Service, Shipping, Billing, Cash Applications, and Accounts
Receivables.







	 	1.3	 	General Rules






	 	 	Signed credit applications are required
for Greif to enforce its Terms and Conditions.

	 
	 	 	Greif will provide credit card processing as a customer service tool as well as a requirement for
high risk customers.

	 
	 	 	Larger customers with significant A/R impact will be collected at the SBU level, while smaller
accounts will be collected at the plant level for both IPS and
PPS.

	 
	 	 	Where Grief offers discount terms, payment must be received in Greif’s lockbox by the discount due
date, otherwise Greif reserves the right to bill back discounts taken
that were received late.

	 
	 	 	Greif reserves the right to charge 1.5% interest for past due payments and will encourage EFT/ACH
payments to avoid additional charges or bill backs.

	 
	 	 	Greif will maintain a dispute management process that
requires prompt correction of errors that
result in payment delays, at the source.

	 
	 	 	A corrective action team will be assembled to develop processes improvements that will prevent
errors from occurring by eliminating the root causes.

	 
	 	 	Any change to these policy and guidelines need to be approved by the Credit Supervisor/Manager,
Finance Manager, CFO/Treasurer / VP & Controller.







	 	1.4	 	Review






	 	 	Process Owners are responsible to ensure compliance to the process within this document and amend
them as needed in accordance with changes in business
requirements.

	 
	 	 	It is the responsibility of the Credit Supervisor/Manager to insure these Policies and Procedures
are adhered to, remain current on an annual basis, and make the proper adjustments. The legal
department will review all legal related documents and forms.





 


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C2C Credit and Collection Policies and Procedures





	2	 	Credit Policies and Procedures






	 	2.1	 	New Customer Credit Approval and Set-up






	 	2.1.1	 	Policy






	 	 	 	Greif will only extend terms to customers who have completed the customer orientation package
(Credit Application and any additional information needed such as ACH/EFT forms) and have been
approved for credit.

	 
	 	 	 	Exceptions require Credit Supervisor/Manager approval.






	 	2.1.2	 	Purpose






	 	 	 	The process of establishing a new customer account is to ensure Greif can operate and maintain
commercial transaction with the customer, including order entry, invoicing, shipping and
collection.

	 
	 	 	 	This process insures that all current and potential customers are aware of Greif’s business
practices in executing commercial transactions.







	 	2.1.3	 	Process owner






	 	 	 	The Credit Supervisor/Manager is responsible for ensuring compliance to this process and amending
it in accordance with changing business needs.







	 	2.1.4	 	Criteria






	 	 	 	Any potential new customer needs to acknowledge Grief’s business practices and fulfil certain
documentation pre-requisites to validate its existence and allow Greif to evaluate risk and assign
a credit limit.







	 	2.1.5	 	Documentation (Documentation can be found on the Greif Info Center or Credit and Collections
department)







	 	•	 	New Customer Orientation Package — which includes






	 	•	 	Terms and Conditions
	 
	 	•	 	Tax exempt form
	 
	 	•	 	Greif’s payment remittance preferences
	 
	 	•	 	EFT/ACH payment and remittance information
	 
	 	•	 	Credit Application






	 	2.1.6	 	Responsibilities






	 	 	 	Sales/CSS:






	 	•	 	Provide potential new customers with New
Customer Orientation Package

	 
	 	•	 	Review credit applications and supporting documents for completeness and accuracy prior to
forwarding to the Credit Department

	 
	 	•	 	Insure credit applications are signed by authorized parties




 


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C2C Credit and Collection Policies and Procedures





	 	•	 	Provide estimated annual sales to the Credit Department






	 	 	 	Credit Department:






	 	•	 	Update content of customer orientation packages
	 
	 	•	 	Assess risk and determine a credit limit for the customer
	 
	 	•	 	Determine if there is a need for an
additional credit guarantee (Available upon request from Credit
Department)







	 	 	 	Credit Supervisor/Manager:






	 	•	 	Credit Supervisor & Senior Credit Analysts review
new accounts.

	 
	 	•	 	Credit Supervisor will review new customer’s request for credit without signed credit
application. Policy is to obtain signed credit application when ever
possible.







	 	 	 	Customer Master File Administrator
	 
	 	 	 	Set up Customer Master File






	 	•	 	Insure all required customer
information is entered into the customer master file

	 
	 	•	 	Assign new customer account numbers
	 
	 	•	 	Identify duplicate customer numbers
	 
	 	•	 	Provide account number to customer service






	 	 	 	Submit duplicate customer numbers to Credit Supervisor/Manager or the appropriate Credit Analyst
for review







	 	2.1.7	 	Timing






	 	 	 	The New Customer Request must be
submitted before a new customer number can be established.

	 
	 	 	 	A credit application and a new customer request form must be received before customer can be
assigned a credit limit.

	 
	 	 	 	Credit limits must be established before terms can be extended to a new customer.

	 
	 	 	 	Upon receipt of a complete and accurate credit application with all required supporting documentation, the credit
department will review the account, perform risk assessment via customer financials (public or
private), D&B Reports, bank references, etc and assign a credit
limit within 48 hours.







	 	 	 	Note: If any documentation or information is missing, the new customer request will be sent back to
the Sales/CSS for completion.







	 	2.1.8	 	Control Reports






	 	 	 	New Customer Report






	 	 	 	(Ad-hock Report maintained monthly by Customer Master)





 


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C2C Credit and Collection Policies and Procedures





	 	2.1.9	 	Procedure




 


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C2C Credit and Collection Policies and Procedures





	 	2.2	 	Promissory Note — Corporate Guarantee — Personal Guarantee







	 	2.2.1	 	Policy






	 	 	 	Greif will continue to do business with companies without credit when proper guarantees are
provided.







	 	2.2.2	 	Purpose






	 	 	 	To allow companies with no credit to do business with Greif, Inc. and to provide a form of
guarantee protecting Greif’s assets.







	 	2.2.3	 	Process Owner






	 	 	 	The Supervisor of Credit and Collections.






	 	2.2.4	 	Criteria






	 	 	 	Any customer that does not fulfil minimum credit requirements and Greif would still want to do
business with the customer, guarantees need to be obtained.







	 	2.2.5	 	Documentation






	 	 	 	Promissory Note / Corporate Guarantee / Personal Guarantee







	 	2.2.6	 	Responsibilities






	 	 	 	Credit:






	 	•	 	Identify what guarantees are required
	 
	 	•	 	Control lifetime of the guarantees






	 	 	 	Sales Admin/Customer Master:






	 	•	 	Collect warranties from Customer






	 	2.2.7	 	Timing






	 	 	 	When needed.






	 	2.2.8	 	Control Reports






	 	 	 	Promissory Note due dates and Guarantee Renewals. BaaN Control Report (Finalized Transactions “By
Ledger Account”)







	 	2.2.9	 	Procedure




 


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C2C Credit and Collection Policies and Procedures





	 	2.3	 	Customer Master File Maintenance






	 	2.3.1	 	Policy






	 	 	 	Greif will only sell products to company’s that are formally recorded into Greif ERP system and
will review customer data on a periodic basis to maintain accuracy.







	 	2.3.2	 	Purpose






	 	 	 	To ensure orders can be correctly shipped and billed to support timely collections of receivables.







	 	2.3.3	 	Process Owner






	 	 	 	The Manager Sales and Service is responsible for insuring the procedures for maintaining accurate
Customer Master Files are followed and are effective.







	 	2.3.4	 	Criteria






	 	 	 	A change request is required to execute a change in a Customer Master File. Supporting
documentation will be maintained for Customer Master File changes.

	 
	 	 	 	Changes could be: address change, new addresses, phone number, contact name, parent/subsidiary
(parent-child) relationship, etc.







	 	2.3.5	 	Documentation






	 	 	 	Customer Master File Change Request “Customer Profile Form”







	 	2.3.6	 	Responsibilities






	 	 	 	Although the Customer Master File Coordinator is responsible for the Customer Master File
maintenance process, the various fields within the Customer Master File have specific owners
responsible for data integrity. Those owners are as follows:







	 	 	 	Credit:






	 	•	 	Terms of Payment — must
approve deviations from standard terms

	 
	 	•	 	Credit Limits — assigns credit limits

	 
	 	•	 	Credit Analyst — determines collection responsibility

	 
	 	•	 	Customer Financial Group designation for PPS accounts — determines collection responsibility and strategy

	 
	 	•	 	Block field — controls the release of shipments

	 
	 	•	 	Bill-to fields — must be notified of additions or changes

	 
	 	•	 	Parent/subsidiary relationships — must
insure there is documentation from the customer, on the customer’s letter head, verifying this
relationship and approved by appropriate credit analyst







	 	 	 	Sales Admin/Customer Master:




 


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C2C Credit and Collection Policies and Procedures





	 	•	 	Sales Reps — are updated for KEY & KEG accounts and listed in Customer Master

	 
	 	•	 	Accounts are set up as “HSE accounts” in the Customer Master. Account numbers are provided to Application
Support Analyst where sales reps, areas, and account classifications are maintained. These are BaaN
tables maintained separate because of ship-to and bill-to addresses.

	 
	 	•	 	Customer Financial Group designation for IPS and Canadian accounts — determines the level of
attention Greif will provide the customer

	 
	 	•	 	Customer Addresses
	 
	 	•	 	Contact information






	 	2.3.7	 	Timing






	 	 	 	Customer Master Files will be updated as needed.
	 
	 	 	 	The Customer Master File field owners will use ad hoc reports to validate Customer Master File data
integrity as deemed necessary.







	 	2.3.8	 	Control Reports






	 	 	 	Audit Trail Report






	 	2.3.9	 	Procedure




 


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C2C Credit and Collection Policies and Procedures





	 	2.4	 	Establishing New Account Credit Limits






	 	2.4.1	 	Policy






	 	 	 	The Credit Department must approve all credit limits
	 
	 	 	 	The manufacturing plants are responsible to make sure House accounts are kept current.

	 
	 	 	 	Credit Analysts are responsible for monitoring Trade, House, and Key accounts credit limits.







	 	2.4.2	 	Purpose






	 	 	 	To manage credit exposure with new customers






	 	2.4.3	 	Process Owner






	 	 	 	The Credit Supervisor/Manager is responsible for insuring that this process is followed when
assigning new credit limits, and updating these requirements, as business needs change.







	 	2.4.4	 	Criteria






	 	 	 	New small volume customers will be encouraged to purchase product via credit card.

	 
	 	 	 	Customers who have been in business less than 2 years may be required to provide a Personal Credit
Guarantee, Corporate Guarantee at the discression of the Credit Department.

	 
	 	 	 	The following documentation may be used to establish customer’s credit limits:







	 	•	 	Financial statements
	 
	 	•	 	References
	 
	 	•	 	D&B Reports
	 
	 	•	 	Annual sales
	 
	 	•	 	Years in business
	 
	 	•	 	Number of employees
	 
	 	•	 	Any customer who does not qualify for extended credit will be assigned a credit limit of $1,
and they will be assigned an advanced payment term (i.e. Cash in Advance, Credit Card, etc). This
is the default value that populates the customer’s file if a credit limit is not entered.







	 	2.4.5	 	Documentation






	 	 	 	Credit Application & supporting financial documentation 

	 
	 	 	 	Estimated annual sales to the customer







	 	2.4.6	 	Responsibilities






	 	 	 	Credit Analyst:
	 
	 	 	 	Performs credit risk assessment




 


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C2C Credit and Collection Policies and Procedures





	 	 	 	Can issue credit limits up to [***]
	 
	 	 	 	Credit Supervisor:
	 
	 	 	 	Approves credit limits up to [***]
	 
	 	 	 	VP & Controllers:
	 
	 	 	 	Approves credit limits over [***]
	 
	 	 	 	Exceptions to this matrix is maintaining existing / established credit limits for updates. The
Senior Credit Analysts have the ability / authority to renew or make reductions to these credit
limits.







	 	2.4.7	 	Timing






	 	 	 	New customers are assigned credit limits upon receipt of a new customer request with accompanying
credit application and financial information







	 	2.4.8	 	Control Reports






	 	 	 	New Customer Report






	 	2.4.9	 	Procedure




 


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C2C Credit and Collection Policies and Procedures





	 	2.5	 	Payment Terms






	 	2.5.1	 	Policy






	 	 	 	Greif’s standard terms are Net [***] for [***] customers and 1% 10, Net [***] for [***] customers 

	 
	 	 	 	For customers offered discount terms the payment must be received at the Greif lock box by the discount
due date. (It is not acceptable for the payment to be postmarked by the discount due date) Any
payment received in the lockbox after the discount term may be billed back for the discount.

	 
	 	 	 	Small or House accounts that are not credity worthy will be required to have Credit Card payment
terms.

	 
	 	 	 	Exceptions to standard terms must be approved by the Credit Supervisor/ Finance Manager/ VP&
Controllers.







	 	2.5.2	 	Purpose






	 	 	 	Control the account receivables levels to a competitive position







	 	2.5.3	 	Process Owner






	 	 	 	The VP & Controllers, Credit Supervisor and Finance Manager are responsible for defining,
communicating and driving adherence to standard terms.







	 	2.5.4	 	Criteria






	 	 	 	Upon signing a Greif credit application the customer is agreeing to Greif’s Terms and Conditions

	 
	 	 	 	Where a credit application has been waived by the Credit Supervisor/Manager, the agreed upon
payment terms must be specified in a formal signed contract and a request for extended terms.

	 
	 	 	 	Credit limit cross reference:






	 	•	 	Acceptable Cash in Advance payments terms include:







	 	•	 	CWO — Cash With Order
	 
	 	•	 	CC — Credit Card
	 
	 	•	 	COD — Cash on Delivery
	 
	 	•	 	RCT — Pay Upon Receipt






	 	 	 	Current acceptable
extended terms include







	 	•	 	[***]
	 
	 	•	 	[***]
	 
	 	•	 	(See Approved Extended Terms Log and BaaN Customer
Master)







	 	2.5.5	 	Documentation






	 	 	 	Signed credit application
	 
	 	 	 	Customer contract




 


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C2C Credit and Collection Policies and Procedures





	 	 	 	Request for Competitive Terms of Sale
	 
	 	 	 	Financial Impact of Payment Terms
	 
	 	 	 	Request for Extended Terms






	 	2.5.6	 	Responsibilities






	 	 	 	VP & Controllers/Finance Manager/Supervisor Credit and Collections:
	 
	 	 	 	Approve exceptions to standard terms
	 
	 	 	 	Define objectives to drive toward standard terms
	 
	 	 	 	Sales/CSS:
	 
	 	 	 	Present Greif’s standard terms to new customers
	 
	 	 	 	Secure customer signature on agreed upon (and approved if req) payment terms
	 
	 	 	 	Credit/CSS:
	 
	 	 	 	Drive customers to pay to formally agreed upon terms






	 	2.5.7	 	Timing






	 	 	 	Customers with extended terms will be reviewed on an annual basis






	 	2.5.8	 	Control Reports






	 	 	 	Active Payment Terms Report
	 
	 	 	 	Unearned Discount Report ( To be developed late-2009)
	 
	 	 	 	Request for Extended Terms




 


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C2C Credit and Collection Policies and Procedures





	 	2.5.9	 	Procedure






 


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C2C Credit and Collection Policies and Procedures





	 	2.6	 	Procedure Credit Limit Monitoring and Control







	 	2.6.1	 	Policy







The Credit Department will monitor and update credit limits as deemed appropriate to business
needs and to mitigate credit risk exposure.




	 	2.6.2	 	Purpose







The purpose of reviewing credit limits is to ensure risk levels are acceptable and customers
who require adjustments to their credit limits based on business volume changes have it
adjusted accordingly.




	 	2.6.3	 	Process Owner







The Credit Supervisor/Manager & Senior Credit Analysts are responsible to ensure periodic
reviews and appropriate limits are maintained on all customers in compliance with this process.




	 	2.6.4	 	Criteria







High Risk Credit Limits:




	 	•	 	$1 — Cash in Advance (Note: this is the default value that populates the customers
file if a credit limit is not entered)







Open Credit Terms




	 	•	 	$0 credit limit is issued when the customer has open terms







Standard Credit Limits




Updated customer financials may be required to increase a customer’s credit limit depending on
risk factors and Credit Department Review.




A customer’s credit may be increased more than once per year by obtaining the appropriate
financial information and Credit Department Analysis.




	 	2.6.5	 	Documentation







Updated financial data




Tax information/ Exempt Form




D&B report (if applicable)




Annual Sales data




Request for credit limit
increase




	 	2.6.6	 	Responsibilities







Credit Supervisor / Senior Credit Analysts:




	 	•	 	Reviews high profile accounts for credit limits and credit risk exposure







Sales:


 


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C2C Credit and Collection Policies and Procedures





	 	•	 	Submits requests for credit limit increase







Senior Credit Analyst:




	 	•	 	Reviews, assesses and responds to requests for credit limit increases

	 
	 	•	 	Maintains limits to their appropriate levels for Greif

	 
	 	•	 	Determine when customers require high risk limits to control exposure

	 
	 	•	 	Communicates changes to credit limits to sales and plant personnel







	 	2.6.7	 	Timing







Customer credit limit reviews will be performed as dictated by various parameters. I.e.:




	 	•	 	Past due performance

	 
	 	•	 	Debit ratio

	 
	 	•	 	Increase in sales volume

	 
	 	•	 	Changes in payment performance

	 
	 	•	 	Overall financial condition







	 	2.6.8	 	Control Reports







Audit
Trail Report ______ Being developed in BaaN LN 2009


 


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C2C Credit and Collection Policies and Procedures





	 	2.6.9	 	Procedure





 


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C2C Credit and Collection Policies and Procedures





	 	2.7	 	Credit Sanctions







	 	2.7.1	 	Policy







Greif will use collection escalation and credit sanctions up to and including Legal Action
and/or customer deactivation to assure prompt collections of receivables and mitigate
credit risk exposure.




Small accounts will be sent to collections after 90 days if the customer has not identified
a dispute with an aging invoice and has not made a commitment to pay the outstanding
balance




Customers who have been sent to a collection agency will not be able to purchase
additional products from Greif unless they pay the total outstanding amount that was sent
to a collection agency, and provide a credit card for all future purchases.




	 	2.7.2	 	Purpose







	 	•	 	To take action in the case of breaches and restrict the customer’s ability to
incur additional debt and increase the level of risk exposure.







	 	•	 	Minimise risk exposure to customers that have not respected the General Terms and
Conditions outlined by Greif.







	 	2.7.3	 	Process Owner







The Credit Supervisor/Manager is responsible for monitoring the adherence to these
guidelines and reviewing exceptions that occur.




	 	2.7.4	 	Criteria







Credit Sanctioning:




The various levels of credit sanctioning are as follows:




	 	•	 	Stop Shipment







	 	•	 	Order Stop







	 	•	 	3rd Party Collections







	 	•	 	These accounts will be blocked to prevent additional invoicing







	 	•	 	These credit limits will be changed to $1 to block orders







	 	•	 	Payment terms will be changed to CWO (Cash With Order)







	 	•	 	Credit Analyst code will be changed to 999998 for tracking purposes







	 	•	 	“Placed for Collections” will be entered under the customers name in the Customer Master
File







	 	•	 	Sales and plant personnel will be notified of status







Customer Deactivation (Blocked on Customer Master):




Customers will be deactivated if they are escalated to a 3rd Party
Collections agency




Customers can be deactivated if they have not conducted business with
Greif within the last 12 months.


 


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C2C Credit and Collection Policies and Procedures





Customer Reactivation:




Customers deactivated for credit reasons cannot be reactivated until they pay any
uncollected receivables and accrued collection charges and provide a valid credit card for
future terms of payment.




Customers deactivated due to lack of business must submit a new credit application with
supporting documentation to be reactivated unless they provide a valid credit card for
future terms of payment.




Reserves:




Once an account is sent to a 3rd Party Collection Agency, Greif will reserve for
30% of the open balance. Credit Supervisor will provide 3rd Party Collection
Account list to VP & Controller for reserves.




If little recovery is projected additional reserves will be put into place.




	 	2.7.5	 	Documentation







Collections history — from BaaN / BaaN LN & C2C tool




	 	2.7.6	 	Responsibilities







Credit Department:




Follow collection steps as outlined in the Policy & Procedure.




Execute sanctioning steps as appropriate




Insure several attempts have been made to collect from a customer prior to escalating an
account to a sanctioned status




Manually apply shipment holds in BaaN and BaaN LN as appropriate.




Notify Sales and Plant personnel of customers at risk of being escalated to a sanctioned
status and communicating the ramifications of such actions




Notifying customers who are at risk of being escalated to a sanctioned status




Block the account, change credit limit, change Credit Analyst code and update terms and
Customer Master File as required for 3rd Party Collection Accounts




Deactivate customers meeting deactivation criteria and communicating these accounts to
Sales and Plant personnel




Communicated list of customers to deactivate to the Customer Master File Administrator to
update the CMF




Insure deactivated customers are not reactivated (or assigned a new customer number)
without fulfilling the reactivation requirements




Sales:




Must provide written documentation if extenuating circumstances that should exclude a
customer from any sanctioning steps.


 


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C2C Credit and Collection Policies and Procedures





Must identify customers who should not be deactivated within 2 weeks of notification,
otherwise the customer will be deactivated and must submit a new credit application to
resume business.




Price Desk:




Provides feedback on customers who should not be deactivated




Expires pricing on any deactivated customers




Customer Master File Administrator:




Updates Customer Master File




VP & Controllers:




Managing reserves




	 	2.7.7	 	Timing







Every 3 years, the customer base will be reviewed to identify customers to be deactivated.




	 	2.7.8	 	Control Reports







Monthly 3rd Party Collections Report for Reserves




Customer
Hold Report __________ BaaN and BaaN LN Blocked Order Reports



Audit Trail




	 	•	 	Reactivated







	 	•	 	Deactivated





 


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C2C Credit and Collection Policies and Procedures





	 	2.7.9	 	Procedure





 


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C2C Credit and Collection Policies and Procedures





	 	2.8	 	Bankruptcies







	 	2.8.1	 	Policy







All accounts in bankruptcy will be reserved for 100%.




Customers who file for bankruptcy may continue to do business with Greif upon review and
approval of extenuating circumstances by Greif’s Senior Credit Analysts/Supervisor.




	 	•	 	Need approved D.I.P financing by bankruptcy co.







	 	•	 	Copy of Reorganization Plan







	 	2.8.2	 	Purpose







To minimize the exposure/loss if a customer files for bankruptcy




	 	2.8.3	 	Process Owner







The Credit Supervisor/Manager and the appropriate Senior Credit Analyst are responsible for
managing any accounts in bankruptcy.




	 	2.8.4	 	Criteria







Customers who have filed Chapter 11




Customers who have filed Chapter 7




Customers who are no longer in business




Customers Greif has files Legal actions against




Customers in liquidation




	 	2.8.5	 	Documentation







DIP — Debtor in Possession




Reorganization Plan




	 	2.8.6	 	Responsibilities







Senior Credit Analyst:




	 	Upon notification that a customer is in bankruptcy:







	 	•	 	Block the account to prevent further invoicing







	 	•	 	Change credit limit to $1 to block orders







	 	•	 	Change payment terms to CWO (Cash With Order)







	 	•	 	Change Credit Analyst code to 999999 — used for all bankruptcies







	 	•	 	Enter “Bankruptcy” under the customer’s name in the CMF







	 	•	 	Set up DIP’s as required







	 	•	 	Notify Sales and plant personnel





 


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C2C Credit and Collection Policies and Procedures





	 	•	 	Provide monthly status of bankruptcies for reserves.







VP & Controllers/ Finance Manager/ Cost Accounting Manager / Credit Supervisor:




Review monthly bankruptcy report with Senior Credit Analyst to determine if action is
required



Provide monthly bankruptcy report, with updated action requirements, to Finance or
Cost Accounting Manager.



Credit Supervisor/Finance Manager/ Cost Accounting Manager/VP & Controllers:




Review monthly bankruptcy report to determine the proper accruals and recoveries




	 	2.8.7	 	Timing







All bankruptcies will be reviewed on a monthly basis




	 	2.8.8	 	Control Reports







Monthly Bankruptcy Status/Summary




	 	2.8.9	 	Procedure





 


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C2C Credit and Collection Policies and Procedures





	 	2.9	 	Write Off’s







	 	2.9.1	 	Policy







Write off’s will occur on a quarterly basis for accounts and balances deemed uncollectable.
Balances under $50.00 of original invoice balance will be written off automatically on a
daily basis.




	 	2.9.2	 	Purpose







To maintain accurate and clean accounts and the true reflection of receivables




	 	2.9.3	 	Process Owner







The Credit Supervisor / VP & Controller / Finance Manager / Cost Accounting Manager are
responsible for determining with write off amounts.




The VP & Controller / Finance Manager / Cost Accounting Manager will be responsible for the
entry to the general ledger.




	 	2.9.4	 	Criteria







Balances under $50.00 of original invoice




	 	2.9.5	 	Documentation







Request for Accounts Receivable Write off




	 	2.9.6	 	Responsibilities







Supervisor Credit and Collections/ Senior Credit
Analysts:




	 	•	 	Collecting documentation for potential write-off’s







VP Controller/Finance Manager/Costing Accounting Manager/Supervisor Credit &
Collections: 




Review, approve and complete write off process




	 	2.9.7	 	Timing







All potential write off’s will be completed on a quarterly basis




	 	2.9.8	 	Control Reports







Aging report to determine write off amounts




Daily auto write off report




	 	2.9.9	 	Procedure





 


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C2C Credit and Collection Policies and Procedures





	 	2.10	 	Blocked Orders







	 	2.10.1	 	Policy







Customers over credit limit and significant past due on payments will have their orders
blocked.




	 	2.10.2	 	Purpose







To minimize the risk of potential un-collectable accounts




	 	2.10.3	 	Process Owner







The Credit Supervisor & Senior Credit Analysts are responsible to determine which customers
should be placed on hold




	 	2.10.4	 	Criteria







Customers over credit limit




Balances past due posing a risk to Greif, Inc.




	 	2.10.5	 	Documentation







	 	2.10.6	 	Responsibilities







Supervisor Credit and Collections & Senior Credit Analysts:




	 	•	 	Identify customers who have potential blocked orders







	 	•	 	Place customers on hold







	 	•	 	Communicate to TRD, DST, KEY, & KEG customers that they are placed on hold and reason.







	 	•	 	Notify Sales Rep via email regarding block status for TRD, DST, KEY, & KEG accounts. (The
same information is also available on the Blocked Order Report)







	 	•	 	Plants are notified of block status for HSE accounts via the Blocked Order Report.







	 	2.10.7	 	Timing







As needed




	 	2.10.8	 	Control Reports







Report of customers exceeding credit limit




Blocked order report




Aging report


 


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C2C Credit and Collection Policies and Procedures





	3	 	Collections







	 	3.1	 	Account segmentation







	 	3.1.1	 	Policy







Collection strategies will be segmented based on Working Capital impact.




	 	3.1.2	 	Purpose







The purpose of the account segmentation is to assign proper service support to each type or
group of customers based on their relevance to the organization




	 	3.1.3	 	Process Owner







The Credit Supervisor/Manager will define the segment strategies and how the customers in
each segment will be addressed from the customer to cash processes.




	 	3.1.4	 	Criteria







Collection strategies will be segmented based on the following Customer Financial Groups in
BaaN and BaaN LN:




	 	•	 	KEY and KEG — Key Customers; customers who have a significant relationship with Greif (applicable to
IPS and Canada customers)







	 	•	 	TRD and DST — Trade accounts including Distributors; these are typically medium to large
customers (for IPS and Canada these accounts will have at least one Sales Rep assigned to
one ship to location; for PPS these accounts will be manually assigned and reviewed on a
quarterly basis)







	 	•	 	HSE — House accounts; these are typically smaller customers who require little or no
special attention (for IPS, these are any accounts that do not have a Sales Rep assigned to
any ship to location; for IPS, Canada and PPS these are accounts that are collected at the
plant) Credit Analyst Facilitates Plants in their collection process.







Any account designated TRD, DST, KEY, KEG, HSE, will carry that designation across all
Financial Companies (i.e. Co 110, 200, 300)




	 	3.1.5	 	Documentation







A list of segments and customers




	 	3.1.6	 	Responsibilities







Sales:




Defines Customer Financial Group for IPS and Canadian customers




Notifies Credit and CMF Administrator of changes




Credit Department:




Defines collection strategies for all customer segments


 


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C2C Credit and Collection Policies and Procedures





Executes collection strategies for all Key (KEY/KEG) and trade (TRD/DST) customers 


Defines Customer Financial Group TRD for PPS



Plant CSS:




Executes collection strategies for house accounts (HSE). Credit Analyst Facilitates Plants
in their collection process.




	 	3.1.7	 	Timing







As new customers are added to Greif’s portfolio, it will be assigned to specific segments.




Periodic reviews can generate customer reassignments to a new segment.




	 	3.1.8	 	Control Reports







Customer Segmentation Summary


 


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C2C Credit and Collection Policies and Procedures





	 	3.1.9	 	Procedure







	 	3.2	 	Collection Process







	 	3.2.1	 	Policy







All customers will be contacted for collection purpose and to ensure on term payments. The
contact mean (phone call, fax, email or dunning letters) will vary according to the
customer segment.




Customer shipments will be held if they exceed their credit limits and may be held if they
incur a high past due balance




Only the Credit Department can place or release a customer from hold status




Collection agencies will be used to collect from delinquent accounts after Greif as
exercised due diligence in obtaining payment




The Credit Department will manage the accounts sent to collection agencies and accounts in
bankruptcy




	 	3.2.2	 	Purpose







The purpose of the collection practice is to ensure that the A/R balance has a proper
coverage and all invoices are paid according to the negotiated terms.




	 	3.2.3	 	Process Owner







The Credit Supervisor/Manager is responsible for insuring effective collection strategies
are implemented for all customer segments.




	 	3.2.4	 	Criteria







Collection strategies will be used according to its segments (proactive calls, service
calls, account reconciliation calls, dunning — letters, fax or emails, etc) will be
performed according to the business rules established in the Policy&Procedure following the
guidelines listed below:




Key accounts (KEY & KEG)




	 	•	 	Use proactive calls to verify accuracy and timely payment of large invoices







	 	•	 	Use customer service calls to maintain contact and good relationships with these
customers







	 	•	 	Past due/reconciliation calls will be used to reconciling accounts and identify issues
impeding payment







	 	•	 	Dispute follow-up to insure timely resolution of problems impeding payment







	 	•	 	Follow-up contacts will be used to secure payment commitments on past due invoices or on
disputed invoices that have been resolved







	 	•	 	Sales support will be solicited to assist in collection of severely past due invoices
when deemed appropriate.





 


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C2C Credit and Collection Policies and Procedures





	 	•	 	With proper notification to sales and the inability to secure payment, future
shipments may be halted.







Medium and Large Trade account (TRD & DST):




	 	•	 	Use proactive calls to verify accuracy and timely payment of large invoices







	 	•	 	Past due calling will be executed based on A/R impact, accounts should be contacted
as they become1-30 days past due to prevent aging to 31-60 or 60-90 day buckets. These
calls will target the identification of disputes impeding payment or obtaining a
promise to pay from the customer







	 	•	 	Dispute follow-up to insure timely resolution of problems impeding payment







	 	•	 	Sales support may be solicited to assist in collection of severely past due invoices
when deemed appropriate.







	 	•	 	With proper notification to sales and the inability to secure payment, future
shipments may be halted.







House accounts (HSE) and small Trade accounts:




	 	•	 	A more cost effective strategy will be used to secure payments from small accounts
that have little impact on the A/R balance







	 	•	 	These accounts will initially be contacted via dunning letters to encourage the
customers to contact collections if there is a problem with the past due invoice.







	 	•	 	Failure to respond will result in subsequent calls and letters ultimately escalating
to shipment hold and 3rd Party Collections for payment delinquencies.







	 	•	 	Credit Analyst facilitates Plants/CSS with Collection process.







Collection and Bankruptcy:




	 	•	 	These accounts will be managed on a monthly basis at the SBU Credit level







	 	3.2.5	 	Documentation







Policy & Procedure




Dunning letters




Aging reports




Monthly 3rd Party Collections reports




Monthly Bankruptcy reports




	 	3.2.6	 	Responsibilities







Credit:




Collecting on all Key (KEY & KEG) and all Trade (TRD & DST) accounts




Notifying Sales of customers with high past due balances negatively impacting company
performance




Solicit Sales support in collections of accounts not paying with no identifiable
invoicing or shipment issues


 


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CSS:




Collecting for all House (HSE) accounts




Credit & CSS: 




Both groups must:




	 	•	 	Ensure invoices are paid on a timely manner







	 	•	 	Review cash applications to insure unapplied cash is not the cause for aging







	 	•	 	Log disputes as they arise to prevent aging due to invoicing/order problems







	 	•	 	Adhere to collection Policies and strategies







Sales:




Support collection efforts on Key and large trade accounts




	 	3.2.7	 	Timing







Collection activity will be triggered according to the business rules highlighted in
section Collection Policy & Procedure/C2C tool and its correspondent appendix




	 	3.2.8	 	Control Reports







Aging Report




Collection Activity Report




Customer Performance Reports




Dispute Reports




	 	3.2.9	 	 







	 	3.3	 	Consignment Billing







	 	3.3.1	 	Policy







Consignment agreements must be in writing, dated and signed by the customer and Greif.




	 	3.3.2	 	Purpose







To accurately and efficiently maintain a consignment program for selected customers. A
consignment program is when Greif places their product at a customer’s facility and Greif
retains ownership of the product. The customer is invoiced as the product is consumed or
sold by the customer.




	 	3.3.3	 	Process Owner







Credit Department & Sales Administration




 


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C2C Credit and Collection Policies and Procedures





	 	3.3.4	 	Criteria







Credit: In order for a customer to qualify for a consignment contract, they will
need to go through the credit review process. Standard credit terms for a consignment
customer will be “Net 30” or “Credit Cards”. Consolidated billing is not an option for a
Consignment customer.




	 	A.	 	Credit Write-up: A “credit write-up” will be required on all
customers requesting a Consignment agreement.







Volume: A minimum monthly volume of [***] is required in order to justify the
physical inspection cost. A cost analysis is required on each potential consignment
customer. The analysis will compute the cost of the periodic physical inspection, and the
expense of carrying the inventory for the additional term. The cost analysis worksheets
will be required as back-up documentation to management by the sales representative when
requesting approval to put a customer on a consignment program




Utilization Standards: The consignment contract must dictate the level of
utilization and specify the penalties if the utilization is not at the agreed upon levels.
The contract can be terminated with a 30 days written notice from Greif or the customer, if
the agreed upon utilization levels are not maintained or Grief can elect to assess monetary
penalties such as surcharges.




Physical Location: The physical location of Greif’s product must be stated in the
consignment contract.




Parameters: The consignment contract must have certain agreed upon parameters from
the inception of the agreement and these parameters must be in writing and specifically
detailed to help resolve any potential disputes.




	 	A.	 	Terms: The “term” of the contract must be specific (a
starting and ending date) and a renewal clause is to be specified. The renewal
should be in writing with a reconciliation of inventory/billing at the time of
renewal. The renewal should restate the beginning inventory.

	 
	 	B.	 	Duration Of the Contract: The ending of the contract must be
specific, with the final physical count and payment for inventory detailed.

	 
	 	C.	 	Delivery & Acceptance: The consignment contract will state
the delivery address(es) and the acceptance procedure for each delivery.

	 
	 	D.	 	Replenishment: The method and timing of the replenishment of
the consigned inventory will be detailed in the contract.





 


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	 	E.	 	Physical Count: The timing of the physical count must be detailed in the
consignment contract. Both parties need to agree on the timing of the count, i.e., monthly,
quarterly, semi-annually. The contract must detail as to who will be involved in the physical count
on behalf of the customer and Greif. The consignment contract will specify that both the customer
and Greif must sign the physical count form at the completion of the count.

	 
	 	F.	 	Disputes: The consignment contract must specify how to handle a disputed count
and that Greif have the final decisions in all disputed items if a mutual resolution cannot be
reached.

	 
	 	G.	 	Product Line: The consignment contract will detail the product to be included in
the physical count and when the product is considered consumed or sold. The product is considered
consumed, as the trailer seal is broken.

	 
	 	H.	 	Invoicing: The consignment contract will specify the invoicing procedure. The
invoicing period will be identified, as well as the “shipped to” and “billed to” addresses, and who
or what department within Greif is responsible for the generation of the invoice.

	 
	 	I.	 	Credit Terms: The contract must state the credit terms and conditions for payment of all
invoices.

	 
	 	J.	 	Inventory Turns: The contract will need to specify how long inventory can remain
on consignment without being considered utilized. All unbilled inventory at the customers location
over 60 days will automatically be billed. If the customer elects to return the inventory to Greif
and the contract allows for such a return, a re-stocking charge will be assessed. The restocking
charge amount should be spelled-out in the contract.

	 
	 	K.	 	Shipping Adjustments: If inventory remains on site for over 60 days, future
shipments need to be adjusted so additional inventory does not accumulate.

	 
	 	L.	 	Spoilage: The consignment contract must specify in detail how “spoilage” is
determined and who is responsible for the disposal of unusable product.

	 
	 	M.	 	Dating & Signatures: The contract must be dated and signed by the authorized
representative of customer and Greif.

	 
	 	N.	 	UCC Filings: A UCC-1 notification may be required for Consignment Customer
agreements.

	 
	 	O.	 	Retroactive: There will be no retroactive contracts. The new contract begins at
the date specified in the contract.

	 
	 	A.	 	Contract Termination: If a contract ends with Greif maintaining inventory at the
customer’s site, a physical count is to be completed by Greif and the customer. Both parties are
required to sign off on





 


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the final count. All agreements in reference to any inventory differences will to be addressed
prior to the ending of the contract and in writing.




	 	B.	 	Physical Audit: A physical count is one of the most important aspects of the
consignment contract. An accurate physical count needs to be completed according to the terms in
the contract. At a minimum, a quarterly count is required on all contracts with monthly volumes
under $150,000 and contracts with monthly volumes exceeding $150,000 require a monthly count.







	 	a.	 	Physical Count: The physical count must be recorded on a standard form provided
by the Credit and Collections department.

	 
	 	b.	 	The count must break down the product type as well as its location.

	 
	 	c.	 	Under no circumstance should Greif accept either in part or in total the count from the
customer. If the product is not seen and physically counted, then it will be considered consumed.

	 
	 	d.	 	The customer must “sign off” on the Physical Count form provided by Greif. Upon receipt
of the customer’s signature, the customer agrees on the physical count numbers and will be billed
accordingly.

	 
	 	e.	 	In order to facilitate the physical count, it is highly recommended that a customer
representative accompany Grief’s employee during the physical count.

	 
	 	f.	 	When possible, all “Proof of Delivery” needs to be collected and submitted with the
physical count sheets.







	 	C.	 	Invoicing: The invoice is required to be generated immediately
upon completion of the physical count. The customer needs to send a consumption
report weekly for all used products.







	 	a.	 	Dating: The invoice must state the time period covered

	 
	 	b.	 	Shipped To & Billed To Addresses: The “shipped to” and “billed to” addresses
must conform to the consignment contract.

	 
	 	c.	 	Usage: The invoice will detail the number and types of units consumed, the
individual unit cost, total costs, and pricing will conform to the consignment contract.

	 
	 	d.	 	Due Date: The invoice will specify the payment due date

	 
	 	e.	 	Terms: The invoice payment terms will be in compliance with the consignment
contract.





 


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C2C Credit and Collection Policies and Procedures





	 	f.	 	Purchase Order Number: The customer’s purchase
order number as well as the customer’s internal item number will also
be affixed to the invoice.

	 
	 	g.	 	Pricing: Price is based on current contract price.

	 
	 	h.	 	Usage Reports: The contract should also specify who
at the customer location is responsible for submitting weekly reports
for usage. The contract also should specify who at Greif is
responsible for receiving the usage reports and invoicing the
customer.







	 	D.	 	Disputes: Any dispute will be handled and resolved within a
15-day period in which they were discovered.

	 
	 	E.	 	Agreement Adjustments: All adjustments to the consignment
contract are required to be in writing and agreed to as well as sign off, by
both Greif and the customer. Under no circumstances are changes in the
fundamental agreement (pricing, terms, physical count parameters, etc.) to be
altered without a signed amendment to the consignment contract.







Exceptions: Any exceptions to the above policy need to be approved by the Supervisor
Credit Administration, Finance Manager, and VP Controller.




	 	3.3.5	 	Documentation







Consignment contract.




Consignment SLA Checklist (recommended)




	 	3.3.6	 	Responsibilities







Sales & Credit:




Established consignment billing contracts with customer (Credit Dept. will assist)




Communicated to the Price Desk consignment contracts so consignment warehouses can be set up in
BaaN




Insure all parties (customer, plant, credit, etc) understand if any currently billed product will
be part of the consignment stock and how those invoices will be dealt with.




Price Desk:




Manages the request for set up of consignment warehouses in BaaN



Customer:



Notifies Greif when to replenish the consignment warehouse (where applicable)



Notifies
Greif of what product has been used



Sales/CSS:


 


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C2C Credit and Collection Policies and Procedures





Insures weekly or monthly physical counts are being performed (prefer weekly unless
extenuating circumstances)




Insures they receive notification of billing requirements on a timely basis




Uses the physical counts to verify usage as needed




CSS:




Creates invoices to customers on an as agreed basis




	 	3.3.7	 	Timing







Weekly / Monthly audits depending on the situation (where possible)




	 	3.3.8	 	Control Reports







All new consignment programs will follow this procedure. Older consignments will be handled
by a case by case basis.


 


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C2C Credit and Collection Policies and Procedures





	 	3.3.9	 	Procedure










 


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C2C Credit and Collection Policies and Procedures





	 	3.4	 	Consolidated Billing







	 	3.4.1	 	Policy







Consolidated billing terms start the first day of the month after the invoice is generated




	 	3.4.2	 	Purpose







The purpose of consolidated billing is to optimise the collection effort and improve
service to customer.




	 	3.4.3	 	Process Owner







The Price Administration Manager / VP & Controllers are responsible for insuring the
accuracy and effectiveness of this process and identifying when and where improvements are
needed and driving those improvements forward.




	 	3.4.4	 	Criteria







Consolidated billing can be for the whole customer account or portions of the customer’s
account, according to an agreement established between Greif, Inc. & the customer.




	 	•	 	Specific Product/Specs

	 
	 	•	 	Specific Customer Ship to

	 
	 	•	 	Product shipped from a specific plant







Orders for consolidated billing customers must have a certain order type to prevent
printing and mailing of the invoice until the end of the consolidation cycle:




BaaN reports are run to summarize the invoices related to consolidated billing and this
summary, along with the specific invoice details, is sent to the customer for payment. This
report is provided to the customer in an invoice format.




	 	3.4.5	 	Documentation







Summary invoice




	 	3.4.6	 	Responsibilities







Sales:




Generates consolidated invoicing agreements




Notifying all parties of consolidated billing requirements




Approved Terms of Payment Form




CSS:




Must use correct order type when entering an order that falls under consolidated billing




Price Desk:




Runs reports as required to generate the summary-billing document to send to the customer


 


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C2C Credit and Collection Policies and Procedures





Provides summary billing documentation to Cash Applications and Credit & Collections




	 	3.4.7	 	Timing







Billing performed as stated in the agreement




	 	3.4.8	 	Control Reports







BaaN sales order history report




	 	3.4.9	 	Procedure
















 


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C2C Credit and Collection Policies and Procedures





	 	3.5	 	Cash Application







	 	3.5.1	 	Policy







Cash Application will apply all payments and credits to a customers account




	 	3.5.2	 	Purpose







To insure accurate and timely closure of paid invoices




	 	3.5.3	 	Process Owner







The Manager of Central Processing is responsible for insuring the cash application
processes and policies are effective and are adhered to, as well as identifying and
correcting process breakdowns and updating this document as the business and processes
change.




	 	3.5.4	 	Criteria







Payments will be auto matched with invoices upon electronic remittance from the bank




Any unmatched payments will need to be manually applied




The following matching tolerances will be used to apply payments to invoices with slight
value differences (this is applicable to BaaN auto matching as well an manual matching):




	 	•	 	Any payment/credit within [***] of the open invoice balance will be applied and the
difference cleared to “Matching Tolerance”

	 
	 	•	 	Any short payment of
[***] where the customer does not have discount terms, will be applied
and the balance cleared to “Unearned Discounts”

	 
	 	•	 	Any short payment matching the customers approved discount payment term percentage, but
received beyond the discount due date, will be applied and the balance cleared to
“Discounts Taken Beyond Terms”

	 
	 	•	 	Any short payment/credit within [***], and [***] of the original invoice balance, will be
applied and the balance cleared to “Payment Difference”







A report will be run monthly to review short payments trends and identify customer who
chronically do not comply to Greif’s discount terms policy, or who chronically fail to pay
their invoices in full.




	 	3.5.5	 	Documentation







Bank remittances




Checks




	 	3.5.6	 	Responsibilities







Cash Application:




Apply all payments and credits to open invoices




Credit:




Review Unearned Discount report quarterly (if applicable) and determine if action is
required Assisting in the matching of payments/credits to invoices where matches have not
been made


 


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C2C Credit and Collection Policies and Procedures





Duplicate Payments:




Cash Application sends letter out to the customer when duplicate payments are made. No
additional follow up is done until the quarterly reviews of (problematic payments/credits
is performed.)




	 	3.5.7	 	Timing







Cash Application will apply non-problematic payments/credits within 48 hours of receipt.




More-Problematic payments/credits will be reconciled quarterly between Cash Application and
the Credit Department. Reconciliation amounts must be close + or — to complete the offset.
More questionable reconciliation amounts will be offset at 6 months to a year of age.




	 	3.5.8	 	Control Reports





 


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C2C Credit and Collection Policies and Procedures





Unearned Discount Report




	 	3.5.9	 	Procedure










 


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C2C Credit and Collection Policies and Procedures





	 	3.6	 	Terms Compliance & Unearned Discounts







	 	3.6.1	 	Policy







Discounted payments must be received in to Greif lock box by the discount due date.




Discounts are only allowed if customer’s account is current except for acknowledged
disputed.





	 	3.6.2	 	Purpose







	 	•	 	To identify and manage customers who do not comply with Greif’s early payment
discount terms policy, in order and minimize profit leakage and charge back customers
taking unearned discounts







	 	3.6.3	 	Process Owner







Credit Supervisor/Manager — is responsible for ensuring process compliance and initiating
process changes as needed




	 	3.6.4	 	Criteria







Unearned discounts:




	 	•	 	Discounts taken on accounts that do not allow early payment discounts (i.e. accounts
with Net Payment Terms)

	 
	 	•	 	Discounts taken where remittance is received in the Greif lockbox after the discount
term period has expired

	 
	 	•	 	Discounts taken above the authorized discount percentage







Customer base:




	 	•	 	IPS Key Accounts (Global & North America)

	 
	 	•	 	IPS Trade Accounts

	 
	 	•	 	IPS House Accounts

	 
	 	•	 	All PPS Accounts







Relevance charge back criteria:




	 	•	 	Customers taking unearned discounts over multiple months

	 
	 	•	 	Amounts exceeding [***] of discount allowed or [***] per month

	 
	 	•	 	Average Weighted Days Late > 3 day beyond grace period







	 	3.6.5	 	Documentation







	 	•	 	Unearned Discount Report — monthly report identifying all customers who took
unauthorized discounts. (Report development and completion date Late-2009) Quarterly
reviews of the reports. Present report is an ad-hock report with the bank.

	 
	 	•	 	Warning Letter — letter issued to customers the first time they take unearned
discounts

	 
	 	•	 	Warning Letter & Re-billing — letter issued to customers who continue taking unearned
discount; this notice includes an invoice for the amount to be rebilled with supporting





 


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C2C Credit and Collection Policies and Procedures





	 	 	 	information on the unauthorized discounts taken

	 
	 	•	 	Payment Terms Change Letter — letter informing customer that they no longer
qualify for discount terms, that they have been moved to Net Terms.







	 	3.6.6	 	Responsibilities







Credit Department




	 	•	 	Review quarterly Unearned Discount report and identify customers to be considered for
charged back

	 
	 	•	 	Notify Sales of customers in non-compliance with Greif’s discount payment terms and
those customers under consideration for billing back of unearned discounts

	 
	 	•	 	Issue warning letters and non-compliance letters to customers identified to be
chronic abusers

	 
	 	•	 	Conduct quarterly meetings with Sales to review customer non-compliance performance
and determine if/what customers should be denied early payment discount terms

	 
	 	•	 	Notify customer of payment term changes







Sales 




	 	•	 	Review Key customer targeted for Unearned Discount letter (warning letter)

	 
	 	•	 	Provide feedback within 7 days to the Credit Department of extenuating circumstances
that would exclude certain Key customers from being charged back for unearned discounts

	 
	 	•	 	Support quarterly non-compliance review meetings and complete action items

	 
	 	•	 	Participate in collection process if customers continue to take unauthorized
discounts, or support change in payment terms to Net Terms for such customers







	 	3.6.7	 	Timing







	 	•	 	Monthly/Quarterly Reporting

	 
	 	•	 	Monthly/Quarterly Rebilling

	 
	 	•	 	Quarterly Review meetings between Credit and Sales







	 	3.6.8	 	Control Reports







	 	•	 	Unearned Discount Report (Report development and completion date Late-2005)

	 
	 	•	 	 

	 
	 	•	 	 







	 	3.6.9	 	Procedure





 


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C2C Credit and Collection Policies and Procedures





	4	 	Dispute Management







	 	4.1	 	DMS Process







	 	4.1.1	 	Policy







A dispute is defined as “any unmet customer expectation, real or perceived, that results in
short or non-payment of an invoice”.




A Dispute will be deemed “un-collectable” until it is resolved.




	 	4.1.2	 	Purpose







The purpose of DMS is:




	 	•	 	To accelerate the resolution of customer disputes

	 
	 	•	 	To establish a formal process for identifying, tracking routing, resolving and
reporting on customer disputes

	 
	 	•	 	Capture all key dates and information throughout the lifespan of a dispute for
monitoring and control of processing activity







	 	4.1.3	 	Process Owner







The Manager Sales and Service aka: Pricing & Sales Administration Manager is responsible
for insuring the Dispute Management process is effective and adhered to by all functions in
the organization.




	 	4.1.4	 	Criteria







The process of identifying a dispute defines the initial responsibilities for routing and
resolution. This is accomplished by defining dispute:




	 	•	 	Category — The highest classification of disputes. This defines the area that the problem
has occurred. Disputes are tracked at the highest level to determine the problem area of
largest impact.

	 
	 	•	 	Type — The type of dispute is dependent on the category. This defines the specific
issue that is preventing the customer from paying.

	 
	 	•	 	Cause — This is the reason the problem or issue occurred.

	 
	 	•	 	Source — This is the origin or department in which the “cause” of the dispute
occurred.







	 	4.1.5	 	Documentation







Dispute Matrix — defines dispute categories, types, causes, sources, resolves and
escalation protocols. This is maintained in the DMS tool. Current Tool/System is the C2C
Tool and BaaN 4 but in 2009 it will be BaaN ERP LN.




	 	4.1.6	 	Responsibilities







Identifiers:




	 	•	 	Identifying, capturing and categorizing disputes.





 


- 47 -









 










C2C Credit and Collection Policies and Procedures





	 	•	 	Encouraged the customer to pay the non-disputed amount, short paying the invoice.

	 
	 	•	 	Resolving the issues immediately where possible

	 
	 	•	 	Communicating disputes to the appropriate revolvers where routing is not automatic







Revolvers:




	 	•	 	Investigating the validity, cause and source of the dispute

	 
	 	•	 	Updating and capturing the resolution and any relevant information

	 
	 	•	 	Working with the customer to agree on an appropriate resolution to the problem

	 
	 	•	 	Obtaining a promise to pay from customers where possible

	 
	 	•	 	Completing the resolution activity where possible

	 
	 	•	 	Manually escalating disputes to Management when they are unable to resolve the issue

	 
	 	•	 	Routing the dispute to the appropriate Closer when the resolution cannot be executed
by the Revolver (i.e. applying a credit)







Closer:




	 	•	 	Executing the resolution activity when the Revolver is unable







Escalator:




	 	•	 	Driving resolution of escalated disputes

	 
	 	•	 	Assisting revolvers where necessary

	 
	 	•	 	Making required decisions to enable resolution where required







Process Owner:




	 	•	 	Monitor monthly Dispute Management Performance

	 
	 	•	 	Identify areas of process breakdowns







	 	•	 	Highest frequency and value of disputes

	 
	 	•	 	Excessive Cycle times

	 
	 	•	 	Excessive escalations







	 	•	 	Identify dispute category and/or type of highest frequency or dollar impact

	 
	 	•	 	Assemble teams/resources to address issues

	 
	 	•	 	Determine additional types/causes/sources if necessary to achieve increased
granularity for problem identification, analysis and elimination

	 
	 	•	 	Oversee the implementation of identified solutions and monitor there effectiveness







	 	4.1.7	 	Timing







Monthly reviews of the data will drive corrective action activities




	 	4.1.8	 	Control Reports







Dispute Causality Report




Dispute Cycle Time Report


 


- 48 -









 





C2C Credit and Collection Policies and Procedures





Dispute by Owner




	 	4.1.9	 	Procedure












 


- 49 -












 




Exhibit C




Form of Investment Request




Greif
Receivables Funding LLC (the “SPV”), pursuant to Section 2.2(a) of the Transfer
and Administration Agreement, dated as of December 8, 2008 (as amended, modified, or supplemented
from time to time, the “Agreement”), among Greif Receivables Funding LLC, as transferor (in such
capacity, the “SPV”), the Originators party thereto, Greif Packaging LLC., as servicer (in such
capacity, the “Servicer”), Bank of America, National Association, as agent, and each of the Conduit
Investors, Committed Investors, Managing Agents and Administrators from time to time parties
thereto, hereby requests that the Investors effect an Investment from it pursuant to the following
instructions:



Investment
Date: [                                        ]

Purchase Price: [                                        ]2




[Add appropriate level of detail for calculation of Purchase Price]




Account to be credited:




[bank name]

ABA
No. [                                        ]

Account
No. [                                        ]

Reference
No. [                                        ]



Please credit the above-mentioned account on the Investment Date. Capitalized terms used
herein and not otherwise defined herein have the meaning assigned to them in the Agreement.



The SPV hereby certifies as of the date hereof that the conditions precedent to such
Investment set forth in Section 5.2 of the Agreement have been satisfied, and that all of
the representations and warranties made in Section 4.1 of the Agreement are true and
correct in all material respects (except those representations and warranties qualified by
materiality or by reference to a material adverse effect, which are true and correct in all
respects), with respect to on and as of the Investment Date, both before and after giving effect to
the Investment (unless such representations or warranties specifically refer to a previous day, in
which case, they shall be complete and correct in all material respects (or, with respect to such
representations or warranties as are qualified by materiality or by reference to a material adverse
effect, complete and correct in all respects) on and as of such previous day).


 





	 	 	 
	2	 	At least $1,000,000 and in integral multiples of $100,000.




 


Exhibit C-1









 









	 	 	 	 	 
	 	GREIF RECEIVABLES FUNDING LLC

 	 
	Dated:                      	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 


Exhibit C-2









 





	 	 	 	 	 



Exhibit D




Form of Servicer Report






 


Exhibit D-1









 







Trade Receivables Securitization

Monthly Report




	 	 	 	 	 	 	 
	Settlement Period:

	 	10/1/2008
	 	to
	 	10/31/2008
	Settlement Date: (17th Day or immediate succeeding BD)

	 	11/17/2008	 	 	 	 
	Receivables Information as of:

	 	Oct-08	 	 	 	 
	Reporting Date: (2 BD prior to Settlement Date)

	 	11/15/2008	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Aggregate Unpaid Balance Calculation

	 	1	 	 	Beginning Aggregate Unpaid Balance
	 	 	 	 	 	 	 	 	 	#REF!
	 	2	 	 	Period Sales
	 	 	 	 	 	 	 	 	 	#REF!
	 	3	 	 	Less Unapplied Collections
	 	 	 	 	 	 	 	 	 	#REF!
	 	4	 	 	Less Total Period Collections
	 	 	 	 	 	 	 	 	 	#REF!
	 	5	 	 	Less Write-offs
	 	 	 	 	 	 	 	 	 	#REF!
	 	6	 	 	Less Credits (Dilution)
	 	 	 	 	 	 	 	 	 	#REF!
	 	7	 	 	Ending Aggregate Unpaid Balance
	 	 	 	 	 	 	 	 	 	#REF!
	Calculation of Ineligibles

	 	8	 	 	Intercompany
	 	 	 	 	 	 	 	 	 	#REF!
	 	9	 	 	35% Cross-Aged
	 	 	 	 	 	 	 	 	 	#REF!
	 	10	 	 	Offset Payables
	 	 	 	 	 	 	 	 	 	#REF!
	 	11	 	 	Total Ineligibles
	 	 	 	 	 	 	 	 	 	#REF!
	Calculation of Net Pool Balance

	 	12	 	 	Ending Aggregate Unpaid Balance
	 	 	 	 	 	 	 	 	 	#REF!
	 	13	 	 	Less Ineligible Receivables
	 	 	 	 	 	 	 	 	 	#REF!
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	14	 	 	Aggregate Unpaid Balance of Eligible Receivables
	 	 	 	 	 	 	 	 	 	#REF!
	 	15	 	 	Less Receivables > 60 DPD
	 	 	 	 	 	 	 	 	 	#REF!
	 	16	 	 	Less Excess Obligor Concentrations
	 	 	 	 	 	 	 	 	 	#REF!
	 	17	 	 	Less Excess Extended Terms
	 	 	 	 	 	 	 	 	 	#REF!
	 	18	 	 	Less Excess Agricultural Receivables
	 	 	 	 	 	 	 	 	 	#REF!
	 	19	 	 	Less Impaired Eligible Receivables
	 	 	 	 	 	 	 	 	 	#REF!
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	20	 	 	Net Pool Balance
	 	 	 	 	 	 	 	 	 	#REF!
	Maximum Net Investment

	 	21	 	 	Maximum Available Net Investment (NPB minus Required Reserves)
	 	 	 	 	 	 	 	 	 	#REF!
	 	22	 	 	Less Current Outstanding Net Investment
	 	 	 	 	 	 	 	 	 	$	—	 
	 	23	 	 	Available Net Investment
	 	 	 	 	 	 	 	 	 	#REF!
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	24	 	 	YC SUSI (BofA) Maximum Net Investment Allocation
	 	 	 	 	 	 	 	 	 	$	135,000,000	 
	 	25	 	 	YC SUSI (BofA) Net Investment Allocation
	 	 	 	 	 	 	 	 	 	$	—	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Required Reserves

	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	26	 	 	Concentration Percentage Floor
	 	#REF!	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	27	 	 	Minimum Percentage
	 	#REF!	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	28	 	 	Stress Factor
	 	#REF!	 	 	 	 	 	 	 	 
	 	29	 	 	LTM Max Default Ratio
	 	#REF!	 	 	 	 	 	 	 	 
	 	30	 	 	Loss Horizon Ratio
	 	#REF!	 	 	 	 	 	 	 	 
	 	31	 	 	Loss Reserve Ratio
	 	#REF!	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	32	 	 	Expected Dilution Ratio
	 	#REF!	 	 	 	 	 	 	 	 
	 	33	 	 	Dilution Spike — Max 2-month Average Dilution
	 	#REF!	 	 	 	 	 	 	 	 
	 	34	 	 	Dilution Horizon Ratio
	 	#REF!	 	 	 	 	 	 	 	 
	 	35	 	 	Dilution Volatility Ratio
	 	#REF!	 	 	 	 	 	 	 	 
	 	36	 	 	Stress Factor
	 	#REF!	 	 	 	 	 	 	 	 
	 	37	 	 	Dilution Reserve Ratio
	 	#REF!	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	38	 	 	Sum of the Default Reserve Ratio & Dilution Reserve Ratio
	 	#REF!	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	39	 	 	Yield Factor
	 	#REF!	 	 	 	 	 	 	 	 
	 	40	 	 	Servicing Fee Reserve
	 	#REF!	 	 	 	 	 	 	 	 
	 	41	 	 	Yield Factor & Servicing Fee Reserve
	 	#REF!	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	42	 	 	Required Reserve Percentage
	 	#REF!	 	 	 	 	 	 	 	 
	 	43	 	 	Required Reserves
	 	#REF!	 	 	 	 	 	 	 	 
	Aging Information (Days Past Due)

	 	44	 	 	Current
	 	#REF!	 	#REF!	 	 	 	 
	 	45	 	 	1-30 Days Past Due
	 	#REF!	 	#REF!	 	 	 	 
	 	46	 	 	31-60 Days Past Due
	 	#REF!	 	#REF!	 	 	 	 
	 	47	 	 	61-90 Days Past Due
	 	#REF!	 	#REF!	 	 	 	 
	 	48	 	 	91-120 Days Past Due
	 	#REF!	 	#REF!	 	 	 	 
	 	49	 	 	121+ Days Past Due
	 	#REF!	 	#REF!	 	 	 	 
	 	50	 	 	Total Agings
	 	#REF!	 	#REF!	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Portfolio Compliance	 	Value	 	 	Trigger	 	 	Compliance (Y/N)	 
	 	51	 	 	Delinquency Ratio
	 	#REF!	 	 	4.75	%	 	#REF!
	 	52	 	 	Three-Month Delinquency Ratio
	 	#REF!	 	 	4.00	%	 	#REF!
	 	53	 	 	Dilution Ratio
	 	#REF!	 	 	3.50	%	 	#REF!
	 	54	 	 	Three-Month Average Default Ratio
	 	#REF!	 	 	1.50	%	 	#REF!






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Originator Financial Covenant Compliance	 	Value	 	 	Trigger	 	 	Compliance (Y/N)	 
	 	55	 	 	Interest Coverage Ratio
	 	 	8.17	 	 	 	3.00	 	 	YES
	 	56	 	 	Leverage Ratio
	 	 	1.65	 	 	 	3.50	 	 	YES






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Excess Concentration Calculation	 
	 
	 	 	 	 	 	 	10 Largest Obligors	 	 	Balance	 	 	%	 	 	Limit	 	 	Excess	 
	57
	 	 	1	 	 	#REF!	 	#REF!	 	#REF!	 	#REF!	 	#REF!
	58
	 	 	2	 	 	#REF!	 	#REF!	 	#REF!	 	#REF!	 	#REF!
	59
	 	 	3	 	 	#REF!	 	#REF!	 	#REF!	 	#REF!	 	#REF!
	60
	 	 	4	 	 	#REF!	 	#REF!	 	#REF!	 	#REF!	 	#REF!
	61
	 	 	5	 	 	#REF!	 	#REF!	 	#REF!	 	#REF!	 	#REF!
	62
	 	 	6	 	 	#REF!	 	#REF!	 	#REF!	 	#REF!	 	#REF!
	63
	 	 	7	 	 	#REF!	 	#REF!	 	#REF!	 	#REF!	 	#REF!
	64
	 	 	8	 	 	#REF!	 	#REF!	 	#REF!	 	#REF!	 	#REF!
	65
	 	 	9	 	 	#REF!	 	#REF!	 	#REF!	 	#REF!	 	#REF!
	66
	 	 	10	 	 	#REF!	 	#REF!	 	#REF!	 	#REF!	 	#REF!
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	67
	 	 	 	 	 	Subtotal	 	#REF!	 	#REF!	 	 	 	 	 	#REF!
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	68
	 	 	 	 	 	Agricultural Receivables	 	 	#REF!	 	#REF!	 	 	9.00	%	 	#REF!
	69
	 	 	 	 	 	Extended Term Receivables	 	 	#REF!	 	#REF!	 	 	3.50	%	 	#REF!
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	70
	 	 	 	 	 	 	 	Total Excess Concentrations	 	 	#REF!
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





Certification




Greif Receivables Funding LLC has delivered this information as required in the
Transfer and Administration Agreement among Greif Receivables Funding LLC, Greif,
Inc., YC SUSI Trust, and Bank of America, N.A. Attached are all relevant facts in
reasonable detail and accurate in all material respects as certified by:



	 	 	 	 	 
	BY:

	 	 	 	DATE:
	 

	 	 	 	 
	 

	 	NAME:	 	 
	 

	 	TITLE:	 	 






			
	 	 	 
	Confidential
	 	Banc of America Securities LLC





 


 











 





Exhibit E




 Form of SPV Secretary’s Certificate







 


Exhibit E-1









 







GREIF RECEIVABLES FUNDING LLC




SECRETARY’S CERTIFICATE




Pursuant to Section 5.1 of the Transfer and Administration Agreement (the “Transfer
Agreement”), dated as of December 5, 2008, by and among Greif Receivables Funding LLC (the
“Company”), Greif Packaging LLC, as originator and as initial Servicer, YC SUSI Trust, as a
Conduit Investor and Uncommitted Investor, Bank of America, National Association, as the Agent, a
Managing Agent, an Administrator and a Committed Investor, and the various Investor Groups,
Managing Agents and Administrators from time to time parties thereto, the undersigned hereby
certifies that he is the Secretary of the Company, and he further certifies as follows:



1. Attached hereto as Exhibit A are true and correct copies of resolutions that were
duly adopted by the managers of the Company by unanimous written action as of December 5, 2008,
which resolutions approve and authorize the execution, delivery and performance of the Transfer
Agreement and the other Transaction Documents (as defined in the Credit Agreement) to which the
Company is a party, and such resolutions are in full force and effect, have not in any manner
whatsoever been amended, modified or rescinded, and are the only corporate proceedings of the
Company now in force relating to or affecting the matters referred to herein.



2. Attached
hereto as Exhibit B is a true and correct copy of a certificate of good standing
for the Company from the Secretary of State of Delaware.



3. Attached
hereto as Exhibit C and Exhibit D, respectively, are true and correct copies of
the Certificate of Formation and all amendments thereto, if any, and the Amended and Restated
Limited Liability Company Agreement and all amendments thereto, if any, of the Company, as in
effect on the date hereof.



4. Each
of the officers of the Company whose name and signature appear on Exhibit E attached hereto is a duly elected or appointed, qualified and acting officer of the Company,
holding the office or offices of the Company set forth opposite his or her name, and the signature
set forth opposite his or her name is his or her own genuine signature. Each such officer is duly
authorized to execute and deliver, on behalf of the Company, each of the Transaction Documents to
which it is a party.



The undersigned is delivering this certificate for and on behalf of the Company in his
capacity as an officer of the Company, and not in any individual capacity. This certificate shall
not under any circumstances result in the assessment of any personal liability with respect to the
matters certified herein, and the undersigned shall not be deemed to have accepted any personal
liability by virtue of rendering this certificate on behalf of the Company.


 


 









 






The undersigned has executed this Secretary’s Certificate as of December 8, 2008.



	 	 	 	 	 
	 	/s/ Gary R. Martz
 	 
	 	Gary R. Martz, Secretary 	 




The undersigned hereby certifies that Gary R. Martz is the duly elected and appointed
Secretary of the Company and that the signature set forth opposite his name is his own genuine
signature.



	 	 	 	 	 
	Dated: December 8, 2008 	/s/  John K. Dieker
 	 
	 	John K. Dieker, Vice President & Treasurer 	 



 


 









 





	 	 	 	 	 



EXHIBIT A



Receivables Transfer Facility with Bank of America, National Association






WHEREAS, the managers believe that it is in the best interests of the Company to
enter into a receivables transfer securitization program to provide ongoing funds in an
aggregate principal amount not to exceed $153,000,000 at any time (the “Receivables
Transfer Program”);




NOW, THEREFORE, BE IT RESOLVED, that the Company is hereby authorized to enter into
the Receivables Transfer Program in an aggregate principal amount not to exceed
$153,000,000, with Bank of America, National Association and any of its affiliates or any
one or more other financial institutions or their affiliates (collectively, the
“Receivables Purchaser”) for a term not to exceed five years, under which the Company may
purchase eligible receivables (“Receivables”) originated by Greif Packaging LLC (“Greif
Packaging”) and in turn sell those Receivables to the Receivables Purchaser for an agreed
upon purchase price; and




FURTHER RESOLVED, that the Chairman, the President, the Chief Financial Officer, any
Executive or Senior Vice President, the Treasurer and the Secretary of the subsidiaries of
the Company (collectively, the “Authorized Officers” and individually, an “Authorized
Officer”), and any one of them acting alone, shall be and hereby are authorized and
directed for and on behalf of the Company to execute and deliver a Transfer and
Administration Agreement (the “Transfer Agreement”) among the Company, Greif Packaging and
the Receivables Purchaser and its affiliates, which will provide, among other matters, for:
the sale by the Company and the purchase by the Receivables Purchaser, from time to time,
of all the Receivables now and hereafter originated by Greif Packaging, all at a purchase
price equal to the face amount thereof less an agreed upon discount; the payment to the
Receivables Purchaser of a yield at an agreed upon rate on the outstanding balance of
Receivables purchased from the Company; representations and warranties relating to Greif
Packaging and the Company; Greif Packaging being appointed as the servicer to collect and
administer the Receivables; affirmative and negative covenants of the Company, including
certain reporting requirements and covenants relating to Greif, Inc. and its subsidiaries
and a default ratio, delinquency ratio and dilution ratio of the Receivables;
indemnification and reimbursement obligations, including the obligation to adjust the
purchase price of Receivables and to repurchase certain Receivables subject to certain
conditions; the payment of fees; and events of termination and default; all as negotiated
and agreed upon by the officers or officer executing the same and as such officers or
officer approve as being in the best interests of the Company, the execution of the


 


 









 






Transfer Agreement to be conclusive evidence of such approval and such authority; and




FURTHER RESOLVED, that the Authorized Officers of the Company, and any one of them acting
alone, shall be and hereby are authorized and directed for and on behalf of the Company to execute
and deliver any additional agreements and documents contemplated by the Transfer Agreement; all as
negotiated and agreed upon by the officers or officer executing the same and as such officers or
officer approve as being in the best interests of the Company, the execution thereof to be
conclusive evidence of such approval and such authority, including but not limited to, the
following:




a. A sale agreement between Greif Packaging and the Company pursuant to which Greif
Packaging transfers Receivables to the Company from time to time (the “Sale Agreement”);
and




b. One or more blocked account control agreements to provide for the collection of the
Receivables and agreements to provide for the grant of a security interest in bank
accounts in which proceeds of the Receivables are deposited; and




FURTHER RESOLVED, that the officers of the Company, and any one of them acting alone, shall be
and hereby are authorized and directed to execute and deliver such other agreements, instruments
and documents and to perform such other acts as may in the judgment of the officers or officer so
acting be necessary or desirable to carry out the purposes of the resolutions hereinabove adopted
(including, without limitation, the consummation and performance of all transactions and other
acts thereby contemplated or incident thereto) and to execute and deliver any amendments,
modifications and supplements to the agreements, instruments and documents described in the
resolutions hereinabove adopted that such officers or officer approve as being in the best
interests of the Company, and any such agreement, instrument or document executed or act performed
by them or any of them shall be conclusive evidence of such approval and their or his or her
authority so to do; and




FURTHER RESOLVED, that the Secretary and any Assistant Secretary of the Company, and any one
of them acting alone, shall be and hereby are authorized and directed to certify to the passage of
the foregoing resolutions; and




FURTHER RESOLVED, that all actions heretofore taken by any officer of the Company in
connection with the negotiation of the Transfer Agreement and the Sale Agreement and the
transactions



 


2









 






contemplated by any and all of the foregoing shall be and hereby are ratified and approved.


 


 3









 





EXHIBIT B




 


 









 










Delaware




The First State




I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY “GREIF RECEIVABLES FUNDING LLC” IS DULY FORMED UNDER THE LAWS OF THE STATE OF
DELAWARE AND IS IN GOOD STANDING AND HAS A LEGAL EXISTENCE SO FAR AS THE RECORDS OF THIS
OFFICE SHOW, AS OF THE NINETEENTH DAY OF NOVEMBER, A.D. 2008.



	 	 	 	 	 
	   3687315      8300
	 	
	 	/s/ Harriet Smith Windsor
	 
	 	 	 
	081127559          
You may verify this certificate online 

at corp. delaware.gov/authver. shtml
	 	 	Harriet Smith Windsor, Secretary of State

AUTHENTICATION: 6976746


DATE: 11-19-08






 


PAGE 1









 





EXHIBIT C






 


 









 










Delaware




The First State




I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “GREIF
RECEIVABLES FUNDING LLC” AS RECEIVED AND FILED IN THIS OFFICE.



THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:



CERTIFICATE OF FORMATION, FILED THE THIRTIETH DAY OF JULY, A.D. 2003, AT 11:39
O’CLOCK A.M.



AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY
CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “GREIF RECEIVABLES
FUNDING LLC”.



	 	 	 	 	 
	3687315      8100H
	 	
	 	/s/ Harriet Smith Windsor
	081127559             
You may verify this certificate online 

at corp. delaware.gov/authver. shtml
	 	 	Harriet Smith Windsor, Secretary of State

AUTHENTICATION: 6976746


DATE: 11-19-08






 


PAGE 1









 





	 	 	 
	 
	 	State of Delaware

Secretary of State

Division of Corporations

Delivered 12:10 PM 07/30/2003

FILED 11:39 AM 07/30/2003

SRV 030496827 – 3687315 FILE






CERTIFICATE OF FORMATION




OF




GREIF RECEIVABLES FUNDING LLC




This Certificate of Formation of Greif Receivables Funding LLC (the “LLC”), dated
as of July 29, 2003, is being duly executed and filed by Michael P. McNamara, as an
authorized person, to form a limited liability company under the Delaware Limited
Liability Company Act (6 DeLC. §18-101, et
seq.).



First. The name of the limited liability company formed hereby is Greif
Receivables Funding LLC.



Second. The address of the registered office of the LLC in the State of
Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange
Street, Wilmington, Delaware 19801, New Castle County.



Third. The name of the registered agent for service of process on the LLC
in the State of Delaware is The Corporation Trust Company, Corporation Trust Center,
1209 Orange Street, Wilmington, Delaware 19801, New Castle County.



IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation
as of the date first written above.



	 	 	 	 	 
	 	 	 
	 	                                          /s/ Michael P. McNamara
 	 
	 	Michael P. McNamara 	 
	 	 	 



 


 









 





	 	 	 	 	 



SCHEDULE C




MANAGERS




Kenneth J. Uva, Independent Manager




Victor A. Duva, Independent Manager




Donald S. Huml, Manager




Gary R. Martz, Manager




John K. Dieker, Manager



 


SCH-C-1









 






EXHIBIT D


 


 









 





AMENDED AND RESTATED LIMITED LIABILITY COMPANY




OPERATING AGREEMENT




OF




GREIF RECEIVABLES FUNDING LLC




This Amended and Restated Limited Liability Company Operating Agreement (together with the
schedules attached hereto, this “Agreement”) of
Greif Receivables Funding LLC (the “Company”), is
entered into as of December 8, 2008 by Greif Packaging LLC as
the equity member (the “Member”), and
Kenneth J. Uva and Victor A. Duva, each in their capacity as an Independent Manager (as defined in
Schedule A hereto). Capitalized terms used and not otherwise defined herein have the meanings set
forth on Schedule A hereto.



RECITALS




WHEREAS, on July 30, 2003, the Company was formed as a limited liability company pursuant to
and in accordance with the Delaware Limited Liability Company Act (6 Del. C. §18-101 et seq.), as
amended from time to time (the “Act”);



WHEREAS, the original members of the Company entered into that certain Limited Liability
Company Agreement dated as of October 31, 2003 in connection with a receivables funding
transaction with Fortis Bank S.A./N.V. (such agreement, as amended to
date, the “Original
Agreement”); and



WHEREAS, immediately prior to the execution of this Agreement, the receivables funding
transaction with Fortis Bank S.A./N.V. terminated, and in connection with a new receivables
funding transaction with Bank of America, National Association, the Member desires to amend and
restate the Original Agreement in order to effectuate the transactions contemplated by the
Transaction Documents.



NOW, THEREFORE, the parties hereto agree as follows:



Section
1. Name.




The name of the limited liability company is Greif Receivables Funding LLC.



Section
2. Principal Business Office.




The principal business office of the Company shall be located at 1209 Orange Street,
Wilmington, Delaware 19801 or such other location as may hereafter be determined by the Member.


 


 









 





Section 3. Registered Office.




The address of the registered office of the Company in the State of Delaware is c/o The
Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle
County, Delaware 19801.



Section 4. Registered Agent.




The name and address of the registered agent of the Company for service of process on the
Company in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209
Orange Street, Wilmington, New Castle County, Delaware 19801.



Section 5. Member.





(a) The mailing address of the Member is set forth on Schedule B attached hereto.





(b) Subject
to Section 9(j), the Member may act by written consent.



(c) Upon the occurrence of any event that causes the Member to cease to be the member of the
Company (other than (i) upon an assignment by the Member of all of its limited liability company
interest in the Company and the admission of the transferee pursuant to Sections 21 and 23,
or (ii) the resignation of the Member and the admission of an additional member of the Company
pursuant to Section 23), each person acting as an Independent Manager pursuant to Section
10 shall, without any action of any Person and simultaneously with the Member ceasing to be a
member of the Company, automatically be admitted to the Company as a Special Member and shall
continue the Company without dissolution. No Special Member may resign from the Company or
transfer its rights as a Special Member unless (i) a successor Special Member has been admitted to
the Company as Special Member by executing a counterpart to this Agreement, and (ii) such successor
has also accepted its appointment as Independent Manager pursuant to
Section 10; provided,
however, the Special Member shall automatically cease to be a member of the Company upon the
admission to the Company of a substitute Member. The Special Member shall be a member of the
Company that has no interest in the profits, losses and capital of the Company and has no right to
receive any distributions of Company assets. Pursuant to Section 18-301 of the Act, the Special
Member shall not be required to make any capital contributions to the Company and shall not receive
a limited liability company interest in the Company. The Special Member may not bind the Company.
Except as required by any mandatory provision of the Act, the Special Member shall have no right to
vote on, approve or otherwise consent to any action by, or matter relating to, the Company,
including, without limitation, the merger, consolidation or conversion of the Company.
In order to implement the admission to the Company of the Special Member, each person who is
currently acting as Independent Manager is executing a counterpart of this Agreement, and any
person who subsequently acts as an Independent Manager pursuant to Section 10 shall execute
a counterpart to this Agreement simultaneously with such person’s appointment as an Independent
Manager. Prior to its admission to the Company as a Special Member, each person acting as an
Independent Manager pursuant to Section 10 shall not be a member of the Company.


 


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Section 6. Certificates.




The Member is a designated “authorized person” and shall continue as a designated “authorized
person” within the meaning of the Act. The Member or an Officer of the Company shall execute,
deliver and file any certificates (and any amendments and/or restatements thereof) necessary for
the Company to qualify to do business in any other jurisdiction in which the Company may wish to
conduct business. The existence of the Company as a separate legal entity shall continue until
cancellation of the Certificate of Formation, as provided in the Act.



Section 7. Purposes.




(a) The sole purpose to be conducted or promoted by the Company is to engage in the following
activities:




	 	(i)	 	To enter into and perform its obligations under any agreement
relating to the Receivables that provides for the acquisition, origination,
administration, servicing and collection of amounts due on such Receivables
(including, without limitation, the Sale Agreement);

	 
	 	(ii)	 	To enter into and perform its obligations under any of the
Transaction Documents and to enter into any transactions contemplated by or
related to the Transaction Documents; and

	 
	 	(iii)	 	To engage in any lawful act or activity and exercise any
powers permitted to limited liability companies organized under the laws of the
State of Delaware that are necessary, convenient or advisable for the
accomplishment of the above-mentioned purposes.






(b) The Company may enter into, and perform the transactions contemplated by, the Transfer
and Administration Agreement, the Sale Agreement and the other Transaction Documents, and
all other documents, agreements, certificates, or financing statements contemplated
thereby or related thereto, all without any further act, vote or approval of any other Person
notwithstanding any other provision of this Agreement, the Act or applicable law, rule or
regulation. The foregoing authorization shall not be deemed a restriction on the powers of the
Member, the Board or any Officer to enter into other agreements on behalf of the Company.



Section 8. Powers.




Subject to Section 9(j), the Company, and the Board of Managers and the Officers of
the Company on behalf of the Company, (i) shall have and exercise all powers necessary, convenient
or incidental to accomplish its purposes as set forth in Section 7, and (ii) shall have
and exercise all of the powers and rights conferred upon limited liability companies formed
pursuant to the Act.



Section 9. Management.




(a) Board of Managers. Subject to Section 9(j), the business and affairs of
the Company shall be managed by or under the direction of a Board of one or more Managers


 


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designated by the Member. Subject to Section 10, the Member may determine at any
time in its sole and absolute discretion the number of Managers to constitute the Board. The
authorized number of Managers may be increased or decreased by the Member at any time in its sole
and absolute discretion, upon notice to all Managers, and subject in all cases to Section
10. The number of Managers as of the effective date of this Agreement is five, two of which
are Independent Managers pursuant to Section 10. Each Manager elected, designated or
appointed by the Member shall hold office until a successor is elected and qualified or until such
Manager’s earlier death, resignation, expulsion or removal. Managers need not be a Member. The
current Managers designated by the Member are listed on Schedule C hereto.




(b) Powers. Subject to Section 9(j), the Board of Managers shall have the
power to do any and all acts necessary, convenient or incidental to or for the furtherance of the
purposes described herein, including all powers, statutory or otherwise.



(c) Meeting of the Board of Managers. The Board of Managers of the Company may hold
meetings, both regular and special, within or outside the State of Delaware. Regular meetings of
the Board may be held without notice at such time and at such place as shall from time to time be
determined by the Board. Special meetings of the Board may be called by the President on not less
than one day’s notice to each Manager by telephone, facsimile, mail, electronic mail, telegram or
any other means of communication, and special meetings shall be called by the President or
Secretary in like manner and with like notice upon the written request of any one or more of the
Managers.



(d) Quorum: Acts of the Board. At all meetings of the Board, a majority of the
Managers shall constitute a quorum for the transaction of business and, except as otherwise
provided in any other provision of this Agreement, the act of a majority of the Managers present at
any meeting at which there is a quorum shall be the act of the Board. If a quorum shall not be
present at any meeting of the Board, the Managers present at such meeting may adjourn the meeting
from time to time, without notice other than announcement at the meeting, until a quorum shall be
present. Any action required or permitted to be taken at any meeting of the Board or of any
committee thereof may be taken without a meeting if all members of the Board or committee, as the
case may be, consent thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the Board or committee, as the case may be.



(e) Electronic Communications. Members of the Board, or any committee designated by
the Board, may participate in meetings of the Board, or any committee, by means of telephone
conference or similar communications equipment that allows all Persons participating in the meeting
to hear each other, and such participation in a meeting shall constitute presence in person at the
meeting. If all the participants are participating by telephone conference or similar
communications equipment, the meeting shall be deemed to be held at the principal place of business
of the Company.




(f) Committees of Managers.




	 	(i)	 	The Board may, by resolution passed by a majority of the whole
Board, designate one or more committees, each committee to consist of one or
more of the Managers of the Company. The Board may designate one or





 


4









 





	 	 	 	more Managers as alternate members of any committee, who may replace
any absent or disqualified member at any meeting of the committee;
provided, however, that only an Independent Manager may replace or
otherwise act in place of another Independent Manager.

	 
	 	(ii)	 	In the absence or disqualification of a member of a committee,
the member or members thereof present at any meeting and not disqualified from
voting, whether or not such members constitute a quorum, may unanimously
appoint another member of the Board to act at the meeting in the place of any
such absent or disqualified member; provided, however, that only an
Independent Manager may replace or otherwise act in place of another
Independent Manager.

	 
	 	(iii)	 	Any such committee, to the extent provided in the resolution
of the Board, and subject to, in all cases,
Sections 9(j) and 10,
shall have and may exercise all the powers and authority of the Board in the
management of the business and affairs of the Company. Such committee or
committees shall have such name or names as may be determined from time to
time by resolution adopted by the Board. Each committee shall keep regular
minutes of its meetings and report the same to the Board when required.






(g) Compensation of Managers; Expenses. The Board shall have the authority to fix the
compensation of Managers. The Managers may be paid their expenses, if any, of attendance at
meetings of the Board, which may be a fixed sum for attendance at each meeting of the Board or a
stated salary as Manager. No such payment shall preclude any Manager from serving the Company in
any other capacity and receiving compensation therefor. Members of special or standing committees
may be allowed like compensation for attending committee meetings.



(h) Removal of Managers. Unless otherwise restricted by law, any Manager or the
entire Board of Managers may be removed or expelled, with or without cause, at any time by the
Member, and, subject to Section 10, any vacancy caused by any such removal or expulsion
may be filled by action of the Member.



(i) Managers as Agents. To the extent of their powers set forth in this Agreement and
subject to Section 9(j), the Managers are agents of the Company for the purpose of the
Company’s business, and the actions of the Managers taken in accordance with such powers set forth
in this Agreement shall bind the Company. Notwithstanding the last sentence of Section 18-402 of
the Act, except as provided in this Agreement or in a resolution of the Managers, a Manager may
not bind the Company.




(j) Limitations on the Company’s Activities.




	 	(i)	 	This Section 9(j) is being adopted in order to comply
with certain provisions required in order to qualify the Company as a “special
purpose” entity.

	 
	 	(ii)	 	No Member shall, so long as any Obligation is outstanding,
amend, alter, change or repeal the definition of “Independent Manager” or
Sections





 


5









 











	 	 	 	5(c), 7, 8, 9, 10, 16, 20,
21, 22, 23, 24, 25, 26 or 31 or Schedule A of this
Agreement without the unanimous written consent of the Board (including the Independent
Manager). Subject to this Section 9(j), the Member reserves the right to amend,
alter, change or repeal any provisions contained in this Agreement in accordance with
Section 31.

	 
	 	(iii)	 	Notwithstanding any other provision of this Agreement and any provision of law that
otherwise so empowers the Company, the Member, the Board, any Officer or any other Person,
neither the Member nor the Board nor any Officer nor any other Person shall be authorized or
empowered, nor shall they permit the Company, without the prior written consent of the Member
and the Board (including the Independent Manager), to take any
Material Action, provided,
however, that the Board may not vote on, or authorize the taking of, any Material Action,
unless there is at least one Independent Manager then serving in such capacity.

	 
	 	(iv)	 	The Board and the Member shall cause the Company to do or cause to be done all things
necessary to preserve and keep in full force and effect its existence, rights (charter and
statutory) and franchises; provided, however, that the Company shall not be required
to preserve any such right or franchise if the Board shall determine that the preservation
thereof is no longer desirable for the conduct of its business and that the loss thereof is
not disadvantageous in any material respect to the Company. So long as any Obligation is
outstanding, the Board also shall cause the Company to:







	 	(A)	 	maintain its own separate books and records, bank accounts and other
assets;

	 
	 	(B)	 	at all times conduct and operate its business and hold itself out to the
public and all other Persons as a legal entity separate from its Affiliates, the
Member and any other Person;

	 
	 	(C)	 	have a Board of Managers separate from that of the Member and any other
Person;

	 
	 	(D)	 	file its own tax returns, if any, as may be required under applicable law,
to the extent (1) not part of a consolidated group filing a consolidated return or
returns or (2) not treated as a division for tax purposes of another taxpayer, and
pay any taxes so required to be paid under applicable law;

	 
	 	(E)	 	except as contemplated by the Transaction Documents, not commingle
its assets with assets of any other Person;

	 
	 	(F)	 	conduct its business in its own name and comply with all
organizational and other Delaware limited liability company formalities
necessary to maintain its separate existence;





 


6









 











	 	(G)	 	maintain separate financial statements;

	 
	 	(H)	 	pay its own liabilities only out of its own funds;

	 
	 	(I)	 	maintain an arm’s length relationship with its Affiliates and the Member
and enter into transactions with its Affiliates and the Member only on a
commercially reasonable basis;

	 
	 	(J)	 	pay the salaries of its own employees, if any;

	 
	 	(K)	 	allocate fairly and reasonably any overhead for shared office space;

	 
	 	(L)	 	use separate stationery, invoices and checks;

	 
	 	(M)	 	except as contemplated by the Transaction Documents, not pledge its assets
for the benefit of any other Person and not guarantee or become obligated for the
debts or obligations of any other Person, including any Affiliate;

	 
	 	(N)	 	correct any known misunderstanding regarding its separate identity;

	 
	 	(O)	 	maintain adequate capital in light of its contemplated business purpose,
transactions and liabilities;

	 
	 	(P)	 	not acquire any securities of the Member;

	 
	 	(Q)	 	cause Managers, Officers, agents and other representatives of the Company
to act at all times with respect to the Company consistently and in furtherance of
the foregoing and in the best interests of the Company; and

	 
	 	(R)	 	maintain title to all of the Company’s assets in its own name and not in
the name of any other Person.







	 	 	 	Failure of the Company, or the Member or Board on behalf of the Company, to comply with
any of the foregoing covenants or any other covenants contained in this Agreement shall
not affect the status of the Company as a separate legal entity or the limited liability
of the Member or the Managers.

	 
	 	(v)	 	So long as any Obligation is outstanding, the Board shall not cause or permit the
Company to:







	 	(A)	 	engage, directly or indirectly, in any business other than the actions
required or permitted to be performed (i) in furtherance of the





 


7









 





	 	 	 	purposes set forth in Section 7, (ii)
under the Transaction Documents or (iii) under this Section
9(j);

	 
	 	(B)	 	incur, create or assume any indebtedness other
than as expressly permitted under the Transaction Documents;

	 
	 	(C)	 	make or permit to remain outstanding any loan
or advance to, or own or acquire any stock or securities of, any
Person, except that the Company may invest in “Eligible Investments”
(as defined in the Transfer and Administration Agreement) and in those
other investments permitted under the Transaction Documents and may
make any advance required or permitted to be made pursuant to any
provisions of the Transaction Documents and permit the same to remain
outstanding in accordance with such provisions;

	 
	 	(D)	 	the fullest extent permitted by law, to engage
in any dissolution, liquidation, consolidation, merger, asset
sale or transfer of ownership interests other than such
activities as are expressly permitted pursuant to any provision of the
Transaction Documents; or

	 
	 	(E)	 	form, acquire or hold any subsidiary
(whether corporate, partnership, limited liability company or
other).






Section 10. Independent Manager.




As long as any Obligation is outstanding, the Member shall cause the Company at all times to
have at least one (1) Independent Manager who will be appointed by the Member. At least one (1)
Independent Manager shall be a natural person, whose affirmative vote will be required in order for
a voluntary filing for protection under the Bankruptcy Code or similar action by the Company and
who is not at the time of such individual’s initial appointment as Independent Manager, shall not
be during such individual’s tenure as Independent Manager, and may not have been at any time during
the preceding five (5) years, (i) a shareholder, member or partner of, or an officer, manager,
director, except in his or her capacity as Independent Manager of the Company, paid consultant or
employee of, customer of or supplier to or a member of the immediate family of the Originator or
any of its shareholders, members, partners, subsidiaries or affiliates or (ii) any person or other
entity controlling or under common control with any such shareholder, member, partner, officer,
manager, director, employee, supplier or customer or any member of the immediate family of any of
them. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, the
Independent Manager shall consider only the interests of the Company, including its respective
creditors, in acting or otherwise voting on the matters referred to in Section 9(j)(iii).
The Member shall be deemed to have consented to the foregoing by virtue of the Member’s execution
of this Agreement or the purchase or other acquisition of interests in the Company, and no further
act or deed shall be required to evidence such consent. No removal of an Independent Manager or
appointment of a successor Independent Manager shall be effective until such successor shall have
executed a counterpart to this Agreement as required by Section 5(c). In the event of a
vacancy in the position of


 


8









 





Independent Manager, the Member shall, as soon as practicable, appoint a successor
Independent Manager and no action requiring the vote of an Independent Manager shall be taken
until such successor Independent Manager shall have accepted his or her appointment; provided,
however, that if no Obligations remain outstanding, the Company shall not be required to
maintain the Independent Manager as provided in this Section 10 and the approval of the
Independent Manager shall not be required with respect to any action proposed to be taken by the
Company. All right, power and authority of the Independent Manager shall be limited to the extent
necessary to exercise those rights and perform those duties specifically set forth in this
Agreement. Except as provided in the second sentence of this Section 10, in exercising
their rights and performing their duties under this Agreement, any Independent Manager shall have
a fiduciary duty of loyalty and care similar to that of a director of a business corporation
organized under the General Corporation Law of the State of Delaware. No Independent Manager shall
at any time serve as trustee in bankruptcy for any Affiliate of the Company.



Section 11. Officers.




(a) Officers. The Officers of the Company shall be chosen by the Board and shall
consist of at least a President, a Secretary and a Treasurer. The Board of Managers may also
choose one or more Vice Presidents, Assistant Secretaries, and Assistant Treasurers. Any number
of offices may be held by the same person. The Board may appoint such other Officers and agents as
it shall deem necessary or advisable who shall hold their offices for such terms and shall exercise
such powers and perform such duties as shall be determined from time to time by the Board. The
salaries of all Officers and agents of the Company shall be fixed by or in the manner prescribed by
the Board. Any Officer may be removed at any time, with or without cause, by the affirmative vote
of a majority of the Board. Any vacancy occurring in any office of the Company shall be filled by
the Board.



(b) President. The President shall be the chief executive officer of the Company,
shall be responsible for the general and active management of the business of the Company and shall
see that all orders and resolutions of the Board are carried into effect. The President or any
other Officer authorized by the President or the Board shall be authorized to execute the
Transaction Documents and all bonds, mortgages and other contracts, except: (i) where required or
permitted by law or this Agreement to be otherwise signed and executed, including Section
7(b); (ii) where signing and execution thereof shall be expressly delegated by the Board to
some other Officer or agent of the Company, and (iii) as otherwise permitted in Section
11(c).




(c) Vice President.




	 	(i)	 	The Vice Presidents, if any, shall perform such duties and
have such other powers as the Board may from time to time prescribe, and shall
be authorized to execute the Transaction Documents and other contracts,
except: (i) where required by law or this Agreement to be otherwise signed and
executed, and (ii) where signing and execution thereof shall be expressly
delegated by the Board to some other Officer or agent of the Company.





 


9









 











	 	(ii)	 	In the absence of the President or in the event of the President’s
inability to act, the Vice President, (or in the event there be more than one
Vice President, the Vice Presidents in the order designated by the Managers,
or in the absence of any designation, then in the order of their election,
unless the Board has designated certain duties of the President to a certain
Vice President), shall perform the duties of the President, and when so
acting, shall have all the powers of and be subject to all the restrictions
upon the President. The Vice Presidents, if any, shall perform such other
duties and have such other powers as the Board may from time to time
prescribe.






(d) Secretary and Assistant Secretary. The Secretary shall be responsible for filing
legal documents and maintaining records for the Company. The Secretary shall attend all meetings
of the Board and record all the proceedings of the meetings of the Company and of the Board in a
book to be kept for that purpose and shall perform like duties for the standing committees when
required. The Secretary shall give, or shall cause to be given, notice of all meetings of the
Member, if any, and special meetings of the Board, and shall perform such other duties as may be
prescribed by the Board or the President, under whose supervision the Secretary shall serve. The
Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order
determined by the Board (or if there be no such determination, then in order of their election,
unless the Board has designated certain duties of the Secretary to a certain Assistant Secretary),
shall, in the absence of the Secretary or in the event of the Secretary’s inability to act, perform
the duties and exercise the powers of the Secretary and shall perform such other duties and have
such other powers as the Board may from time to time prescribe. The Secretary and any Assistant
Secretary shall be authorized to execute the Transaction Documents and other contracts, except: (i)
where required by law or this Agreement to be otherwise signed and executed, and (ii) where signing
and execution thereof shall be expressly delegated by the Board to some other Officer or agent of
the Company.



(e) Treasurer and Assistant Treasurer. The Treasurer shall have the custody of the
Company funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Company and shall deposit all moneys and other valuable
effects in the name and to the credit of the Company in such depositories as may be designated by
the Board. The Treasurer shall disburse the funds of the Company as may be ordered by the Board,
taking proper vouchers for such disbursements, and shall render to the President and to the Board,
at its regular meetings or when the Board so requires, an account of all of the Treasurer’s
transactions and of the financial condition of the Company. The Assistant Treasurer, or if there
shall be more than one, the Assistant Treasurers in the order determined by the Board (or if there
be no such determination, then in the order of their election, unless the Board has designated
certain duties of the Treasurer to a certain Assistant Treasurer), shall, in the absence of the
Treasurer or in the event of the Treasurer’s inability to act, perform the duties and exercise the
powers of the Treasurer and shall perform such other duties and have such other powers as the Board
may from time to time prescribe. The Treasurer and any Assistant Treasurer shall be authorized
to execute the Transaction Documents and other contracts, except: (i) where required by law or this
Agreement to be otherwise signed and executed, and (ii) where signing and execution thereof shall
be expressly delegated by the Board to some other Officer or agent of the Company.


 


10









 





(f) Officers as Agents. The Officers, to the extent of their powers set
forth in this Agreement or otherwise vested in them by action of the Board not inconsistent with
this Agreement, are agents of the Company for the purpose of the Company’s business and, subject to
Section 9(j), the actions of the Officers taken in accordance with such powers shall bind
the Company.



(g) Duties of Board and Officers. Except to the extent otherwise provided herein,
each Manager and Officer shall have a fiduciary duty of loyalty and care similar to that of
directors and officers of business corporations organized under the General Corporation Law of the
State of Delaware.



Section 12. Limited Liability.




Except as otherwise expressly provided by the Act, the debts, obligations and liabilities of
the Company, whether arising in contract, tort or otherwise, shall be the debts, obligations and
liabilities solely of the Company, and neither the Member nor the Special Member nor any Manager
or Officer shall be obligated personally for any such debt, obligation or liability of the Company
solely by reason of being a Member, Special Member, Manager or Officer of the Company.



Section 13. Capital Contributions.




The Member has previously made capital contributions to the Company. In accordance with
Section 5(c), the Special Member shall not be required to make any capital contributions
to the Company.



Section 14. Additional Contributions.




The Member is not required to make any additional capital contribution to the Company.
However, the Member may make additional capital contributions to the Company at any time upon the
written consent of such Member. The provisions of this Agreement, including this Section
14, are intended to benefit the Member and the Special Member and, to the fullest extent
permitted by law, shall not be construed as conferring any benefit upon any creditor of the
Company (and no such creditor of the Company shall be a third-party beneficiary of this Agreement)
and the Member and the Special Member shall not have any duty or obligation to any creditor of the
Company to make any contribution to the Company or to issue any call for capital pursuant to this
Agreement.



Section 15. Allocation of Profits and Losses.




The Company’s profits and losses shall be allocated to the Member.



Section 16. Distributions.




Distributions shall be made to the Member at the times and in the aggregate amounts
determined by the Board. Notwithstanding any provision to the contrary contained in this
Agreement, the Company shall not be required to make a distribution to the Member on account


 


11









 





of its interest in the Company if such distribution would violate Section 18-607 of the Act
or any other applicable law or any Transaction Document.



Section 17. Books and Records.




The Board shall keep or cause to be kept complete and accurate books of account and records
with respect to the Company’s business. The books of the Company shall at all times be maintained
by the Board. The Member and its duly authorized representatives shall have the right to examine
the Company books, records and documents during normal business hours. The Company, and the Board
on behalf of the Company, shall not have the right to keep any information confidential from the
Member pursuant to Section 18-305(c) of the Act. The Company’s books of account shall be kept using
the method of accounting determined by the Member. The Company’s independent auditor, if any, shall
be an independent public accounting firm selected by the Member.



Section 18. Tax Reports and Fiscal Year.




The Board shall, after the end of each fiscal year, use reasonable efforts to cause the
Company’s independent accountants, if any, to prepare and transmit to the Member as promptly as
possible any such tax information as may be reasonably necessary to enable the Member to prepare
its federal, state and local income tax returns relating to such fiscal year. The Company’s fiscal
year shall be the twelve-month period ending October 31 of each year.



Section 19. Other Business.




The Member, the Special Member and any Affiliate of the Member or the Special Member may
engage in or possess an interest in other business ventures (unconnected with the Company) of every
kind and description, independently or with others, to the fullest extent permitted by law. The
Company shall not have any rights in or to such independent ventures or the income or profits
therefrom by virtue of this Agreement.



Section 20. Exculpation and Indemnification.




(a) Neither the Member, the Special Member, any Manager nor any Officer
(collectively, the “Covered Persons”) shall, to the fullest extent permitted by law, be liable to
the Company or any other Member for any loss, damage or claim incurred by reason of any act or
omission performed or omitted by such Covered Person in good faith on behalf of the Company and in
a manner reasonably believed to be within the scope of the authority conferred on such Covered
Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or
claim incurred by reason of such Covered Person’s (i) gross negligence or willful misconduct, (ii)
breach of the duty of loyalty to the Company or the Member (except to the extent otherwise provided
in Section 10), (iii) act or omission in bad faith or which involves a knowing violation of law, or
(iv) participation in a transaction from which such Covered Person derives an improper benefit.



(b) To the fullest extent permitted by applicable law, a Covered Person shall be entitled to
indemnification from the Company for any loss, damage or claim incurred by such Covered Person by
reason of any act or omission performed or omitted by such Covered Person


 


12









 





in good faith on behalf of the Company and in a manner reasonably believed to be within
the scope of the authority conferred on such Covered Person by this Agreement, except that no
Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim
incurred by such Covered Person by reason of such Covered Person’s gross negligence or willful
misconduct with respect to such acts or omissions; provided, however, that any indemnity
under this Section 20 by the Company shall be provided out of and to the extent of Company
assets only, and neither the Member nor the Special Member shall have personal liability on
account thereof; and provided further, that so long as any Obligation is outstanding, no
indemnity payment from funds of the Company (as distinct from funds from other sources, such as
insurance) of any indemnity under this Section 20 shall be payable to a Covered Person
from amounts allocable to any other Person pursuant to the Transaction Documents. So long as any
Obligation is outstanding, any such indemnity payable from funds of the Company under this
Section 20 to any Covered Person: (i) shall be subordinated to amounts allocable to any
holders of the Obligations pursuant to the Transaction Documents; (ii) shall be non-recourse to
the Company or any assets of the Company other than cash flow in excess of amounts necessary to
pay holders of the Obligations; and (iii) to the fullest extent permitted by law, shall not
constitute a claim against the Company to the extent that funds are insufficient to pay such
indemnification payments.



(c) To the fullest extent permitted by applicable law, reasonable expenses (including legal
fees) incurred by a Covered Person defending any claim, demand, action, suit or proceeding shall,
from time to time, be advanced by the Company prior to the final disposition of such claim, demand,
action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the
Covered Person to repay such amount if it shall be determined that the Covered Person is not
entitled to be indemnified as authorized in this
Section 20; provided, however, until the
occurrence of the Termination Date, no expense from funds of the Company (as distinct from funds
from other sources, such as insurance) of any expense advance under this Section 20 to any
Covered Person shall be payable from amounts allocable to any other Person pursuant to the
Transaction Documents.



(d) A Covered Person shall be fully protected in relying in good faith upon the records of the
Company and upon such information, opinions, reports or statements presented to the Company by any
Person as to matters the Covered Person reasonably believes are within such other Person’s
professional or expert competence and who has been selected with reasonable care by or on behalf of
the Company, including information, opinions, reports or statements as to the value and amount of
the assets, liabilities, or any other facts pertinent to the existence and amount of assets from
which distributions to the Member might properly be paid.



(e) To the extent that, at law or in equity, a Covered Person has duties (including fiduciary
duties) and liabilities relating thereto to the Company or to any other Covered Person, a Covered
Person acting under this Agreement shall not be liable to the Company or to any other Covered
Person for its good faith reliance on the provisions of this Agreement or any approval or
authorization granted by the Company or any other Covered Person. The provisions of this
Agreement, to the extent that they restrict the duties and liabilities of a Covered Person
otherwise existing at law or in equity, are agreed by the Member and the Special Member to replace
such other duties and liabilities of such Covered Person.


 


13









 





(f) The foregoing provisions of this Section 20 shall survive any
termination of this Agreement.



Section 21. Assignments.




Subject to Section 23 and provided that no Obligation is outstanding, the Member may
assign in whole, but not in part, its limited liability company interest in the Company. If the
Member transfers all of its limited liability company interest in the Company pursuant to this
Section 21, the transferee shall be admitted to the Company as a member of the Company
upon its execution of an instrument signifying its agreement to be bound by the terms and
conditions of this Agreement, which instrument may be a counterpart signature page to this
Agreement. Such admission shall be deemed effective immediately prior to the transfer and,
immediately following such admission, the Member shall cease to be a member of the Company.
Notwithstanding anything in this Agreement to the contrary, any successor to the Member by merger
or consolidation in compliance with the Transaction Documents shall, without further act, be a
Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes
of this Agreement and the Company shall continue without dissolution. No action shall be taken
under this Section 21 unless the conditions set forth in Section 23 have been
satisfied.



Section 22. Resignation.




So long as any Obligation is outstanding, no Member may resign, except as permitted under the
Transaction Documents. If a Member is permitted to resign pursuant to this Section 22, an
additional member of the Company shall be admitted to the Company, subject to Section 23,
upon its execution of an instrument signifying its agreement to be bound by the terms and
conditions of this Agreement, which instrument may be a counterpart signature page to this
Agreement. Such admission shall be deemed effective immediately prior to the resignation and,
immediately following such admission, the resigning Member shall cease to be a member of the
Company.



Section 23. Admission of Additional Members.




One or more additional members of the Company may be admitted to the Company with the written
consent of the Member; provided, however, that, notwithstanding the foregoing, so long as
any Obligation remains outstanding, no additional Member may be admitted to the Company;
provided, further, that this Section 23 shall not prohibit the replacement or
addition of Special Members who are Independent Managers.



Section 24. Dissolution.




(a) Subject
to Section 9(j), the Company shall be dissolved, and its affairs shall be
wound up upon the first to occur of the following: (i) the termination of the legal existence of
the last remaining member of the Company or the occurrence of any other event which terminates the
continued membership of the last remaining member of the Company in the Company unless the business
of the Company is continued in a manner permitted by this Agreement or the Act or (ii) the entry of
a decree of judicial dissolution under Section 18-802 of the Act. Upon the occurrence of any event
that causes the last remaining member of the


 


14









 





Company to cease to be a member of the Company, to the fullest extent permitted by law, the
personal representative of such member is hereby authorized to, and shall, within ninety (90) days
after the occurrence of the event that terminated the continued membership of such member in the
Company, agree in writing (i) to continue the Company, (ii) to the admission of the personal
representative or its nominee or designee, as the case may be, as a substitute member of the
Company, effective as of the occurrence of the event that terminated the continued membership of
the last remaining member of the Company in the Company. Notwithstanding any other provision of
this Agreement, so long as any Obligation remains outstanding, the Member shall not have the power
or authority to vote for or consent to the dissolution of the Company.



(b) Notwithstanding any other provision of this Agreement, the Bankruptcy of the Member or the
Special Member shall not cause any additional Member or the Special Member, respectively, to cease
to be a member of the Company and upon the occurrence of such an event, the business of the Company
shall continue without dissolution.



(c) Notwithstanding any other provision of this Agreement, the Member and the Special Member
waive any right they may have to agree in writing to dissolve the Company upon the Bankruptcy of
the Member or the Special Member, or the occurrence of an event that causes the Member or the
Special Member to cease to be a member of the Company. The Member hereby covenants and agrees, to
the fullest extent permitted by law, so long as any Obligations remain outstanding, not to take any
action that would cause a voluntary bankruptcy of such Member or withdraw or attempt to withdraw
from the Company.



(d) In the event of dissolution, the Company shall conduct only such activities as are
necessary to wind up its affairs (including the sale of the assets of the Company in an orderly
manner), and the assets of the Company shall be applied in the manner, and in the order of
priority, set forth in Section 18-804 of the Act. In the event of dissolution, the holders of
outstanding Obligations shall have the right to retain any collateral pledged to secure the
Obligations and cause the payments of scheduled debt service on the Obligations to be made or to
liquidate such collateral, each to the extent provided for in the Transaction Documents and in
accordance with applicable law.



(e) The Company shall terminate when (i) all of the assets of the Company, after payment of or
reasonable provision for the payment of all debts, liabilities and obligations of the Company,
shall have been distributed to the Member in the manner provided for in this Agreement and (ii) the
Certificate of Formation shall have been canceled in accordance with the Act.



(f) Notwithstanding the foregoing, Company shall not cause, permit, or empower the Member, or
any other person to dissolve the Company, consolidate or merge the Company into any other entity
without the affirmative vote and express written authorization of all members of the Company and
the Independent Manager.




 


15











 





Section 25. Waiver of Partition; Nature of Interest.




Except as otherwise expressly provided in this Agreement, to the fullest extent permitted by
law, the Member and the Special Member hereby irrevocably waive any right or power that such
Person might have to cause the Company or any of its assets to be partitioned, to cause the
appointment of a receiver for all or any portion of the assets of the Company, to compel any sale
of all or any portion of the assets of the Company pursuant to any applicable law or to file a
complaint or to institute any proceeding at law or in equity to cause the dissolution,
liquidation, winding up or termination of the Company. The Member, in its capacity as such, shall
not have an interest in any specific assets of the Company, and the Member shall not have the
status of a creditor with respect to any distribution pursuant to Section 16 hereof. The
interest of the Member in the Company is personal property.



Section 26. Benefits of Agreement; No Third-Party Rights.




None of the provisions of this Agreement shall be for the benefit of or enforceable by any
creditor of the Company or by any creditor of the Member or the Special Member. Nothing in this
Agreement shall be deemed to create any right in any Person (other than Covered Persons) not a
party hereto, and this Agreement shall not be construed in any respect to be a contract in whole or
in part for the benefit of any third Person (except as provided in Section 29).



Section 27. Severability of Provisions.




Each provision of this Agreement shall be considered severable and if for any reason any
provision or provisions herein are determined to be invalid, unenforceable or illegal under any
existing or future law, such invalidity, unenforceability or illegality shall not impair the
operation of or affect those portions of this Agreement which are valid, enforceable and legal.



Section 28. Entire Agreement.




This Agreement constitutes the entire agreement of the parties with respect to the subject
matter hereof.



Section 29. Binding Agreement.




Notwithstanding any other provision of this Agreement, the Member agrees that this Agreement
constitutes a legal, valid and binding agreement of the Member, and is enforceable against the
Member by the Independent Manager, in accordance with its terms. In addition, the Independent
Manager shall be an intended beneficiary of this Agreement.



Section 30. Governing Law.




THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF DELAWARE
(WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES), ALL RIGHTS AND REMEDIES BEING GOVERNED BY SAID
LAWS.



 


16









 





Section 31. Amendments.




Subject to Section 9(j), this Agreement may be modified, altered, supplemented or
amended pursuant to a written agreement executed and delivered by the Member. Notwithstanding
anything to the contrary in this Agreement, so long as any Obligation is outstanding, this
Agreement may not be modified, altered, supplemented or amended unless such action is permitted by
the Transaction Documents.



Section 32. Counterparts.




This Agreement may be executed in any number of counterparts, each of which shall be deemed
an original of this Agreement and all of which together shall constitute one and the same
instrument.



Section 33. Notices.




Any notices required to be delivered hereunder shall be in writing and personally delivered,
mailed or sent by telecopy, electronic mail or other similar form of rapid transmission, and shall
be deemed to have been duly given upon receipt (a) in the case of the Company, to the Company at
its address in Section 2, (b) in the case of the Member, to the Member at its address as
listed on Schedule B attached hereto and (c) in the case of either of the foregoing, at
such other address as may be designated by written notice to the other party.



[SIGNATURE PAGE FOLLOWS]



 


17









 





IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed
this Limited Liability Company Operating Agreement as of the 8th day December, 2008.



	 	 	 	 	 	 	 
	 	 	MEMBER:	 	 
	 
	 	 	 	 	 	 
	 	 	Greif Packaging LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Robert S. Zimmermann	 	 
	 

	 	 	 	 

	 	 
	 

	 	 	 	Name: [ILLEGIBLE]	 	 
	 

	 	 	 	Title: [ILLEGIBLE]	 	 
	 
	 	 	 	 	 	 
	 	 	SOLELY FOR THE PURPOSE OF COMPLYING	 	 
	 

	 	 	 	WITH SECTION 5(C) OF THE	 	 
	 

	 	 	 	AGREEMENT, THE INDEPENDENT	 	 
	 

	 	 	 	MANAGERS:	 	 
	 
	 	 	 	 	 	 
	 

	 	/s/ Kenneth J. Uva	 	 
	 	 	 	 	 
	 

	 	Kenneth J. Uva, Independent Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	/s/ Victor A. Duva	 	 
	 	 	 	 	 
	 

	 	Victor A. Duva, Independent Manager	 	 





LLC Agreement for Greif Receivables Funding LLC



 


 









 





SCHEDULE A



Definitions




A. Definitions




When used in this Agreement, the following terms not otherwise defined herein have the
following meanings:



“Act” has the meaning set forth in the first recital to this Agreement.



“Affiliate” means, with respect to any Person, any other Person directly or indirectly
Controlling or Controlled by or under direct or indirect common Control with such Person.



“Agent” means Bank of America, National Association.



“Agreement” means this Amended and Restated Limited Liability Company Operating Agreement of
the Company, together with the schedules attached hereto, as amended, restated or supplemented or
otherwise modified from time to time.



“Bankruptcy” means, with respect to any Person, if such Person (i) makes an assignment for the
benefit of creditors, (ii) files a voluntary petition in bankruptcy, (iii) is adjudged a bankrupt
or insolvent, or has entered against it an order for relief, in any bankruptcy or insolvency
proceedings, (iv) files a petition or answer seeking for itself any reorganization, arrangement,
composition, readjustment, liquidation or similar relief under any statute, law or regulation, (v)
files an answer or other pleading admitting or failing to contest the material allegations of a
petition filed against it in any proceeding of this nature, (vi) seeks, consents to or acquiesces
in the appointment of a trustee, receiver or liquidator of the Person or of all or any substantial
part of its properties, or (vii) if 120 days after the commencement of any proceeding against the
Person seeking reorganization, arrangement, composition, readjustment, liquidation or similar
relief under any statute, law or regulation, if the proceeding has not been dismissed, or if within
90 days after the appointment without such Person’s consent or acquiescence of a trustee, receiver
or liquidator of such Person or of all or any substantial part of its properties, the appointment
is not vacated or stayed, or within 90 days after the expiration of any such stay, the appointment
is not vacated. The foregoing definition of “Bankruptcy” is intended to replace and supersede the
definition of “Bankruptcy” set forth in Section 18-101(1) and 18-304 of the Act.



“Board” or “Board of Managers” means the Board of Managers of the Company.



“Certificate of Formation” means the Certificate of Formation of the Company filed
with the Secretary of State of Delaware on July 30, 2003, as amended or amended and restated from
time to time.



“Company” means Greif Receivables Funding LLC, a Delaware limited liability company.



“Control” means the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of a Person, whether through the ownership of voting
securities or general partnership or managing member interests, by contract or otherwise.



 


SCH-A-1









 





“Controlling” and “Controlled” shall have correlative meanings. Without limiting the generality of
the foregoing, a Person shall be deemed to Control any other Person in which it owns, directly or
indirectly, a majority of the ownership interests.




“Covered Persons” has the meaning set forth in Section 20(a).



“Independent Manager” means a natural person who (i) is not and for the past five
years has not been a stockholder, holder of membership interest or other equity participation
(whether direct, indirect or beneficial), of the Company or any of its Affiliates; (ii) is not and
for the past five years has not been a director (other than an independent director), officer,
employee, Affiliate of the Member and any of its Affiliates (other than the Company); (iii) is not
and for the past five years has not been a Person related to any Person referred to in clauses (i)
or (ii); and (iv) is not and for the past five years has not been a trustee, conservator or
receiver for any Affiliates of the Member.



“Managers” means the Persons appointed to the Board of Managers from time to time by the
Member, including the Independent Managers, in their capacity as managers of the Company. A Manager
is hereby designated as a “manager” of the Company within the meaning of Section 18-101(10) of the
Act.



“Material Action” means to consolidate or merge the Company with or into any Person, or sell
all or substantially all of the assets of the Company, or to institute proceedings to have the
Company be adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or
insolvency proceedings against the Company or file a petition seeking, or consent to,
reorganization or relief with respect to the Company under any applicable federal or state law
relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee,
trustee, sequestrator (or other similar official) of the Company or a substantial part of its
property, or make any assignment for the benefit of creditors of the Company, or admit in writing
the Company’s inability to pay its debts generally as they become due, or take action in
furtherance of any such action, or, to the fullest extent permitted by law, dissolve or liquidate
the Company.



“Member” means Greif Packaging LLC, and includes any Person admitted as an additional member
of the Company or a substitute member of the Company pursuant to the provisions of this Agreement,
each in its capacity as a member of the Company; provided, however, the term “Member”
shall not include any Special Member.



“Obligations” means any and 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 to become due) of the Company arising under or in connection with the
Transaction Documents or any related document in effect as of any date of determination and shall
include, without limitation, all fees, all liability for principal of and interest on loans, all
premiums, indemnifications (other than inchoate indemnification obligations), and other amounts due
or to become due under or in connection with this Agreement, the Transaction Documents or any
related document in effect as of any date of determination, including, without limitation,
interest, fees, premiums and other obligation that accrue after the commencement of any insolvency
proceeding (in each case whether or not allowed as a claim in such insolvency proceeding).



 


SCH-A-2









 





“Officer” means an officer of the Company described in Section 11.



“Original Agreement” has the meaning set forth in the second recital to this
Agreement.



“Person” means any individual, corporation, partnership, joint venture, limited liability
company, limited liability partnership, association, joint stock company, trust, unincorporated
organization, or other organization, whether or not a legal entity, and any governmental
authority.



“Receivables” has the meaning assigned to that term in the Transfer and Administration
Agreement.



“Sale Agreement” means the Sale Agreement, dated as of December 8, 2008 between the Company
and the Member, as amended, restated or supplemented or otherwise modified from time to time.



“Special Member ” means, upon such person’s admission to the Company as a member of
the Company pursuant to Section 5(c), a person acting as Independent Manager, in such
person’s capacity as a member of the Company. A Special Member shall only have the rights and
duties expressly set forth in this Agreement.



“Termination Date” has the meaning assigned to that term in the Transfer and
Administration Agreement.



“Transfer and Administration Agreement” means the Transfer and Administration
Agreement, dated as of December 8, 2008 between the Company, the Member, the Agent and YC Susi
Trust, as amended, restated or supplemented or otherwise modified from time to time.



“Transaction Documents” has the meaning assigned to that term in the Transfer and
Administration Agreement.



B. Rules of Construction



Definitions in this Agreement apply equally to both the singular and plural forms of the
defined terms. The words “include” and “including” shall be deemed to be followed by the phrase
“without limitation.” The terms “herein,” “hereof” and “hereunder” and other words of similar import
refer to this Agreement as a whole and not to any particular Section, paragraph or subdivision. The
Section titles appear as a matter of convenience only and shall not affect the interpretation of
this Agreement. All Section, paragraph, clause, Exhibit or Schedule references not attributed to a
particular document shall be references to such parts of this Agreement.



 


SCH-A-3









 





SCHEDULE B


Member




	 	 	 
	Name	 	Mailing Address
	Greif Packaging LLC

	 	425 Winter Road
	 

	 	Delaware, Ohio 43015
	 

	 	Attention: Treasurer





 


SCH-B-1









 





EXHIBIT E




	 	 	 	 	 
	Name 	 	Title	 	Signature 
	 
	 	 	 	 
	Donald S. Huml

	 	Executive Vice President
	 	/s/ Donald S. Huml
	 

	 	 	 	 
	 
	 	 	 	 
	Gary R. Martz

	 	Secretary
	 	/s/ Gary R. Martz
	 

	 	 	 	 
	 
	 	 	 	 
	John K. Dieker

	 	Vice President & Treasurer
	 	/s/ John K. Dieker
	 

	 	 	 	 




 


 









 






Exhibit F




Form of Originator/Servicer Secretary’s Certificate



 


Exhibit F-1









 





GREIF PACKAGING LLC




SECRETARY’S CERTIFICATE



Pursuant to Section 5.1 of the Transfer and Administration Agreement (the “Transfer
Agreement”), dated as of December 5, 2008, by and among Greif Receivables Funding LLC, Greif
Packaging LLC (the “Company”), as originator and as initial Servicer, YC SUSI Trust, as a Conduit
Investor and Uncommitted Investor, Bank of America, National Association, as the Agent, a Managing
Agent, an Administrator and a Committed Investor, and the various Investor Groups, Managing Agents
and Administrators from time to time parties thereto, the undersigned hereby certifies that he is
the Secretary of the Company, and he further certifies as follows:



1. Attached hereto as Exhibit A are true and correct copies of resolutions that
were duly adopted by the sole member of the Company as of December 5, 2008, which resolutions
approve and authorize the execution, delivery and performance of the Transfer Agreement and the
other Transaction Documents (as defined in the Credit Agreement) to which the Company is a party,
and such resolutions are in full force and effect, have not in any manner whatsoever been amended,
modified or rescinded, and are the only corporate proceedings of the Company now in force relating
to or affecting the matters referred to herein.



2. Attached hereto as Exhibit B is a true and correct copy of a certificate of good
standing for the Company from the Secretary of State of Delaware.



3. Attached hereto as Exhibit C and Exhibit D, respectively, are true and
correct copies of the Certificate of Formation and all amendments thereto, if any, and the Limited
Liability Company Agreement and all amendments thereto, if any, of the Company, as in effect on the
date hereof.



4. Each of the officers of the Company whose name and signature appear on Exhibit E
 attached hereto is a duly elected or appointed, qualified and acting officer of the Company,
holding the office or offices of the Company set forth opposite his or her name, and the signature
set forth opposite his or her name is his or her own genuine signature. Each such officer is duly
authorized to execute and deliver, on behalf of the Company, each of the Transaction Documents to
which it is a party.



The undersigned is delivering this certificate for and on behalf of the Company in his
capacity as an officer of the Company, and not in any individual capacity. This certificate shall
not under any circumstances result in the assessment of any personal liability with respect to the
matters certified herein, and the undersigned shall not be deemed to have accepted any personal
liability by virtue of rendering this certificate on behalf of the Company.


 


 









 





The undersigned has executed this Secretary’s Certificate as of December 8, 2008.



	 	 	 	 	 
	 	 /s/ Gary R. Martz 	 
	 	Gary R. Martz, Secretary 	 




The undersigned hereby certifies that Gary R. Martz is the duly elected and appointed
Secretary of the Company and that the signature set forth opposite his name is his own genuine
signature.



Dated: December 8, 2008




	 	 	 	 	 
	 	 /s/ John K. Dieker 	 
	 	John K. Dieker, Vice President & Treasurer 	 



 


 









 





EXHIBIT A




Receivables Transfer Facility with Bank of America, National Association





WHEREAS, the Board of Directors of the sole member of the Company believes that it is
in the best interests of the Company to enter into a receivables transfer securitization
program to provide ongoing financing for the sole member and its subsidiaries in an
aggregate principal amount not to exceed $153,000,000 at any time (the “Receivables
Transfer Program”);




NOW, THEREFORE, BE IT RESOLVED, that the Company is hereby authorized to enter into
the Receivables Transfer Program in an aggregate principal amount not to exceed
$153,000,000, with Bank of America, National Association and any of its affiliates or any
one or more other financial institutions or their affiliates (collectively, the
“Receivables Purchaser”) for a term not to exceed five years, under which the Company may
sell its eligible receivables (“Receivables”) to Greif Receivables Funding LLC (“Greif
Receivables”), which in turn will sell those Receivables to the Receivables Purchaser for
an agreed upon purchase price; and




FURTHER RESOLVED, that the Chairman, the President, the Chief Financial Officer, any
Executive or Senior Vice President, the Treasurer and the Secretary of the subsidiaries of
the Company (collectively, the “Authorized Officers” and individually, an “Authorized
Officer”), and any one of them acting alone, shall be and hereby are authorized and directed
for and on behalf of the Company to execute and deliver a Transfer and Administration
Agreement (the “Transfer Agreement”) among the Company, Greif Receivables and the
Receivables Purchaser and its affiliates, which will provide, among other matters, for: the
sale by Greif Receivables and the purchase by the Receivables Purchaser, from time to time,
of all the Receivables now and hereafter originated by the Company, all at a purchase price
equal to the face amount thereof less an agreed upon discount; the payment to the
Receivables Purchaser of a yield at an agreed upon rate on the outstanding balance of
Receivables purchased from Greif Receivables; the Company being appointed as the servicer to
collect and administer the Receivables; representations and warranties relating to the
Company and its subsidiaries; affirmative and negative covenants of the Company, including
certain reporting requirements and covenants relating to Greif, Inc. and its subsidiaries
and a default ratio, delinquency ratio and dilution ratio of the Receivables;
indemnification and reimbursement obligations, including the obligation to adjust the
purchase price of Receivables and to repurchase certain Receivables subject to certain
conditions; the payment of fees; and events of termination and default; all as negotiated
and agreed


 


 









 






upon by the officers or officer executing the same and as such officers or officer approve as
being in the best interests of the Company, the execution of the Transfer Agreement to be
conclusive evidence of such approval and such authority; and




FURTHER RESOLVED, that the Authorized Officers of the Company, and any one of them acting
alone, shall be and hereby are authorized and directed for and on behalf of the Company to execute
and deliver any additional agreements and documents contemplated by the Transfer Agreement; all as
negotiated and agreed upon by the officers or officer executing the same and as such officers or
officer approve as being in the best interests of the Company, the execution thereof to be
conclusive evidence of such approval and such authority, including but not limited to, the
following:




a. A sale agreement between Greif Receivables and the Company pursuant to which the
Company transfers Receivables to Greif Receivables from time to time (the “Sale
Agreement”); and




b. One or more blocked account agreements to provide for the collection of the
Receivables and agreements to provide for the grant of a security interest in bank
accounts in which proceeds of the Receivables are deposited; and




FURTHER RESOLVED, that the officers of the Company, and any one of them acting alone, shall be
and hereby are authorized and directed to execute and deliver such other agreements, instruments
and documents and to perform such other acts as may in the judgment of the officers or officer so
acting be necessary or desirable to carry out the purposes of the resolutions hereinabove adopted
(including, without limitation, the consummation and performance of all transactions and other acts
thereby contemplated or incident thereto) and to execute and deliver any amendments, modifications
and supplements to the agreements, instruments and documents described in the resolutions
hereinabove adopted that such officers or officer approve as being in the best interests of the
Company, and any such agreement, instrument or document executed or act performed by them or any of
them shall be conclusive evidence of such approval and their or his or her authority so to do; and




FURTHER RESOLVED, that the Secretary and any Assistant Secretary of the Company, and any one
of them acting alone, shall be and hereby are authorized and directed to certify to the passage of
the foregoing resolutions; and




FURTHER RESOLVED, that all actions heretofore taken by any officer of the Company in
connection with the negotiation of the


 


2









 





Transfer Agreement and the Sale Agreement and the transactions contemplated by any and all of
the foregoing shall be and hereby are ratified and approved.



 


3









 





EXHIBIT B



 


 











 




Delaware




The First State




I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY “GREIF PACKAGING LLC” IS DULY FORMED UNDER THE LAWS OF THE STATE OF DELAWARE AND IS
IN GOOD STANDING AND HAS A LEGAL EXISTENCE SO FAR AS THE RECORDS OF THIS OFFICE SHOW, AS OF
THE NINETEENTH DAY OF NOVEMBER, A.D. 2008.




2023645      8300



081127558



You may verify this certificate online at corp.delaware.gov/authver.shtml















	 	 	 
	/s/ Harriet Smith Windsor
 

Harriet Smith Windsor, Secretary of State








	 	 	 
	AUTHENTICATION: 6976727


	 
	 	 
	DATE: 11-19-08












 


PAGE 1









 





EXHIBIT C



 


 









 






Delaware




The First State




I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF
“GREIF PACKAGING LLC” AS RECEIVED AND FILED IN THIS OFFICE.



THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:



CERTIFICATE OF INCORPORATION, FILED THE SIXTEENTH DAY OF DECEMBER, A.D.
1983, AT 10 O’CLOCK A.M.



CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM “VAN LEER CONTAINERS, INC.”
TO “GREIF CONTAINERS, INC.”, FILED THE NINETEENTH DAY OF NOVEMBER, A.D. 2001,
AT 4 O’CLOCK P.M.



AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID
CERTIFICATE OF AMENDMENT IS THE THIRTIETH DAY OF NOVEMBER, A.D. 2001.



CERTIFICATE OF MERGER, FILED THE TWENTY-EIGHTH DAY OF OCTOBER, A.D.
2004, AT 12:56 O’CLOCK P.M.



AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID
CERTIFICATE OF MERGER IS THE FIRST DAY OF NOVEMBER, A.D. 2004, AT 12:01
O’CLOCK A.M.



CERTIFICATE OF CONVERSION, CHANGING ITS NAME FROM “GREIF CONTAINERS,
INC.” TO “GREIF INDUSTRIAL PACKAGING & SERVICES




2023645      8100H



081127558



You may verify this certificate online at corp.delaware.gov/authver.shtml















	 	 	 
	/s/ Harriet Smith Windsor
 

Harriet Smith Windsor, Secretary of State








	 	 	 
	AUTHENTICATION: 6976726


	 
	 	 
	DATE: 11-19-08












 


PAGE 1









 






Delaware




The First State




LLC”, FILED THE TWENTY-EIGHTH DAY OF OCTOBER, A.D. 2004, AT 2:01 O’CLOCK P.M.



AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID
CERTIFICATE OF CONVERSION IS THE FIRST DAY OF NOVEMBER, A.D. 2004, AT 12:06
O’CLOCK A.M.



CERTIFICATE OF FORMATION, FILED THE TWENTY-EIGHTH DAY OF OCTOBER, A.D.
2004, AT 2:01 O’CLOCK P.M.



AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID
CERTIFICATE OF FORMATION IS THE FIRST DAY OF NOVEMBER, A.D. 2004, AT 12:06 O’CLOCK
A.M.



CERTIFICATE OF MERGER, FILED THE THIRTIETH DAY OF OCTOBER, A.D. 2007, AT 8:37
O’CLOCK A.M.



AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID
CERTIFICATE OF MERGER IS THE THIRTY-FIRST DAY OF OCTOBER, A.D. 2007.



CERTIFICATE OF MERGER, FILED THE THIRTIETH DAY OF OCTOBER, A.D. 2007, AT 8:35
O’CLOCK A.M.



AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID
CERTIFICATE OF MERGER IS THE THIRTY-FIRST DAY OF OCTOBER, A.D. 2007.




2023645      8100H



081127558



You may verify this certificate online at corp.delaware.gov/authver.shtml















	 	 	 
	/s/ Harriet Smith Windsor
 

Harriet Smith Windsor, Secretary of State








	 	 	 
	AUTHENTICATION: 6976726


	 
	 	 
	DATE: 11-19-08












 


PAGE 2









 






Delaware




The First State




CERTIFICATE OF MERGER, FILED THE THIRTIETH DAY OF OCTOBER, A.D. 2007, AT 9:01 O’CLOCK
A.M.



AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF
MERGER IS THE THIRTY-FIRST DAY OF OCTOBER, A.D. 2007.



CERTIFICATE OF MERGER, FILED THE TWELFTH DAY OF DECEMBER, A.D. 2007, AT 11:15
O’CLOCK A.M.



AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE
OF MERGER IS THE THIRTY-FIRST DAY OF DECEMBER, A.D. 2007.



CERTIFICATE OF MERGER, FILED THE TWELFTH DAY OF DECEMBER, A.D. 2007, AT 11:53
O’CLOCK A.M.



AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE
OF MERGER IS THE THIRTY-FIRST DAY OF DECEMBER, A.D. 2007.



CERTIFICATE OF MERGER, FILED THE TWELFTH DAY OF DECEMBER, A.D. 2007, AT 12:25
O’CLOCK P.M.



AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE
OF MERGER IS THE THIRTY-FIRST DAY OF DECEMBER, A.D. 2007.




2023645      8100H



081127558



You may verify this certificate online at corp.delaware.gov/authver.shtml















	 	 	 
	/s/ Harriet Smith Windsor
 

Harriet Smith Windsor, Secretary of State








	 	 	 
	AUTHENTICATION: 6976726


	 
	 	 
	DATE: 11-19-08












 


PAGE 3









 










Delaware




The First State




CERTIFICATE OF MERGER, FILED THE TWELFTH DAY OF DECEMBER, A.D. 2007, AT 12:47
O’CLOCK P.M.



AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE
OF MERGER IS THE THIRTY-FIRST DAY OF DECEMBER, A.D. 2007.



CERTIFICATE OF MERGER, FILED THE TWELFTH DAY OF DECEMBER, A.D. 2007, AT 1:07
O’CLOCK P.M.



AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE
OF MERGER IS THE THIRTY-FIRST DAY OF DECEMBER, A.D. 2007.



CERTIFICATE OF MERGER, CHANGING ITS NAME FROM “GREIF INDUSTRIAL PACKAGING &
SERVICES LLC” TO “GREIF PACKAGING LLC”, FILED THE TWELFTH DAY OF DECEMBER, A.D.
2007, AT 2:02 O’CLOCK P.M.



AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE
OF MERGER IS THE THIRTY-FIRST DAY OF DECEMBER, A.D. 2007.



CERTIFICATE OF MERGER, FILED THE THIRTIETH DAY OF OCTOBER, A.D. 2008, AT 8:45
O’CLOCK A.M.




AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF





2023645      8100H



081127558



You may verify this certificate online at corp.delaware.gov/authver.shtml















	 	 	 
	/s/ Harriet Smith Windsor
 

Harriet Smith Windsor, Secretary of State








	 	 	 
	AUTHENTICATION: 6976726


	 
	 	 
	DATE: 11-19-08














 

PAGE 4










 





Delaware




The First State




THE AFORESAID CERTIFICATE OF MERGER IS THE THIRTY-FIRST DAY OF OCTOBER, A.D. 2008.



AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE
ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “GREIF
PACKAGING LLC”.




2023645      8100H



081127558



You may verify this certificate online at corp.delaware.gov/authver.shtml















	 	 	 
	/s/ Harriet Smith Windsor
 

Harriet Smith Windsor, Secretary of State








	 	 	 
	AUTHENTICATION: 6976726


	 
	 	 
	DATE: 11-19-08














 


PAGE 5









 







FILED

DEC 16 1983









CERTIFICATE OF INCORPORATION



of



VAN LEER CONTAINERS, INC.




1. The name of this corporation is Van Leer Containers, Inc.



2. Its registered office in the State of Delaware is located at 100 West Tenth Street, in the
City of Wilmington, County of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.



3. The purpose of this corporation is to engage in any manufacturing, mercantile, selling,
management, service or other business or any lawful act or activity for which corporations may be
organized under the General Corporation Law of the State of Delaware, and to have as additional
purposes all powers granted to corporations by the laws of said State, provided that no such
purpose shall include any activity inconsistent with the General Corporation Law of said State.



4. The total number of shares of stock that this corporation shall have authority to issue is
1000 shares of Common Stock, par value $1.00 per share. Each share of stock shall be entitled to
one vote.



5. The name and mailing address of the incorporator is: Robert F. Hayes, 225 Franklin Street,
Boston, MA 02110.



6. The election of directors need not be by ballot unless the by-laws shall so require.
Subject to the limitations and exceptions, if any, contained therein, by-laws may be adopted,
amended or repealed by the board of directors.



7. The corporation shall indemnify each person who is or was a director or officer of this
corporation against expenses (including attorney’s fees), judgments, fines and amounts paid in
settlement to the maximum extent permitted from time to time under the General Corporation Law of
the State of Delaware. Such indemnification shall not be exclusive of other indemnification
rights arising under any by-law, agreement, vote of directors or stockholders or otherwise and
shall inure to the benefit of the heirs and legal representatives of such person.



8. The books of the corporation may (subject to any statutory requirements) be kept
outside the State of


 


 









 





Delaware
as may be designated by the board of directors or in the by-laws of
the corporation.


9. The corporation reserves the right to amend, alter, change or repeal any provision
contained in this certificate of incorporation, in the manner now or hereafter prescribed by
statute, and all rights conferred upon stockholders herein are granted subject to this reservation.



I, THE UNDERSIGNED, being the incorporator hereinbefore named for the purpose of forming a
corporation pursuant to the General Corporation Law of the State of Delaware, do make this
certificate, hereby declaring and certifying that the facts herein stated are true, and accordingly
have hereunto set my hand this 15th day of December, 1983









 


- 2 -











 




	 	 	 
	STATE OF DELAWARE 

SECRETARY OF STATE 

DIVISION OF CORPORATIONS 

FILED 04:00 PM 11/19/2001

010586297 — 2023645
	 	  






CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

VAN LEER CONTAINERS, INC.



Van Leer Containers, Inc., a corporation organized and existing under and by virtue of
the General Corporation Law of the State of Delaware.



DOES HEREBY CERTIFY:




FIRST: That the Board of Directors of Van Leer Containers, Inc., (the
“Corporation”) at a meeting duly adopted the following resolution setting forth a
proposed amendment of the Certificate of Incorporation of the Corporation, declaring
the amendment to be advisable and recommending its adoption by the stockholders of
the Corporation. The resolution setting forth the proposed amendment is as follows:




RESOLVED, that the Certificate of Incorporation of this Corporation be
amended by changing Article First thereof so that, as amended, said
Article First shall be and shall read as follows:



“FIRST: The name of the Corporation shall be Greif Containers, Inc.”



SECOND: That the amendment was duly adopted by written action of the stockholder
without a meeting in accordance with the provisions of Section 141(f) of the General
Corporation Law of the State of Delaware.



THIRD: That the amendment was duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law of the State of
Delaware.



FOURTH: That the effective date of this name change shall be November 30,
2001.


IN WITNESS WHEREOF, Van Leer Containers, Inc. has caused this Certificate of Amendment
to be signed by its President this 19th day of November, 2001.




	 	 	 	 	 
	 	VAN LEER CONTAINERS, INC.

 	 
	 	By:  	/s/ William B. Sparks, Jr.
 	 
	 	 	William B. Sparks, Jr.,  President 	 
	 	 	 	 
	 



 


 









 





	 	 	 
	 
	 	State of Delaware

Secretary of State

Division of Corporations

Delivered 02:01 PM 10/28/2004

FILED 12:56 PM 10/28/2004

SRV 040779070 — 2023645 FILE






CERTIFICATE OF MERGER




OF




VAN LEER INTERMEDIATES, L.L.C.

(a Delaware limited liability company)




AND




JUNE D’S, LLC

(a Delaware limited liability company)




INTO




GREIF CONTAINERS, INC.

(a Delaware corporation)



The undersigned corporation, organized and existing under and by virtue of the General
Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:



FIRST: That the name and state of domicile of each of the constituent entities of the
merger is as follows:





	 	 	 
	NAME	 	STATE OF DOMICILE
	 
	 	 
	Van Leer Intermediates, L.L.C.

	 	Delaware
	 
	 	 
	June D’S, LLC

	 	Delaware
	 
	 	 
	Greif Containers, Inc.

	 	Delaware





SECOND: That an Agreement and Plan of Merger between the parties to the merger has
been approved, adopted, certified, executed and acknowledged by each of the constituent
entities in accordance with the requirements of subsection (c) of Section 264 of the
General Corporation



 


 









 




Law of the State of Delaware and Section 18-209 of the Limited Liability Company Act of the State
of Delaware.



THIRD: That the name of the surviving corporation of the merger is Greif Containers, Inc.,
a Delaware corporation.



FOURTH: That the Certificate of Incorporation of Greif Containers, Inc., a Delaware
corporation which will survive the merger, shall be the Certificate of Incorporation of the
surviving corporation.



FIFTH: That the executed Agreement and Plan of Merger is on file at an office of the
surviving corporation, the address of which is 425 Winter Road, Delaware, Ohio 43015.



SIXTH: That a copy of the Agreement and Plan of Merger will be furnished by the surviving
corporation, on request and without cost, to any stockholder of any constituent corporation or any
member of any constituent limited liability company.



SEVENTH: That this Certificate of Merger shall act as a certificate of cancellation for
each of Van Leer Intermediates, L.L.C. and June D’s, LLC.



EIGHTH: That this Certificate of Merger shall be effective at 12:01 a.m. on November
1, 2004.




	 	 	 	 	 
	 	GREIF CONTAINERS, INC.

 	 
	 	By:  	/s/ Gary R. Martz
 	 
	 	 	Gary R. Martz, Vice-President 	 
	 	 	 	 



 


2









 





	 	 	 
	 
	 	State of Delaware

Secretary of State

Division of Corporations

Delivered 02:01 PM 10/28/2004

FILED 02:01 PM 10/28/2004

SRV 040779195  — 2023645 FILE






STATE OF DELAWARE

CERTIFICATE OF CONVERSION

OF GREIF CONTAINERS, INC.

INTO GREIF INDUSTRIAL PACKAGING & SERVICES LLC




THE UNDERSIGNED, being a duly authorized officer of Greif Containers, Inc., a
Delaware Corporation f/k/a Van Leer Containers, Inc. (the “Corporation”), does hereby
certify that:




	 	1.	 	The name of the Corporation immediately prior to filing this
Certificate is Greif
Containers, Inc.

	 
	 	2.	 	The original certificate of incorporation of Van Leer Containers,
Inc. n/k/a Greif
Containers, Inc. was filed with the Delaware Secretary of State on December
16,
1983.

	 
	 	3.	 	The name of the Delaware limited liability company into which the
Corporation
shall be converted is Greif Industrial Packaging & Services LLC.

	 
	 	4.	 	The conversion has been approved in accordance with the provisions of
Section 266
of the Delaware General Corporation Law. The sole director of the Corporation
adopted a resolution approving the conversion of the Corporation to a Delaware
limited liability company and recommending the approval of such conversion by
the
sole stockholder of the Corporation. The sole stockholder of the Corporation
adopted the resolution of the sole director approving the conversion of the
Corporation to a Delaware limited liability company.

	 
	 	5.	 	The conversion shall be effective at 12:06 a.m. on November 1, 2004.






IN WITNESS WHEREOF, the Corporation has caused this Certificate of Conversion to be
executed by a duly authorized officer, this 15th day of October, 2004.



	 	 	 	 	 
	 	GREIF CONTAINERS, INC.

 	 
	 	By:  	/s/ Gary R. Martz
 	 
	 	 	Gary R. Martz, Senior Vice-President 	 
	 	 	 	 
	 



 


 









 





	 	 	 
	 
	 	State of Delaware

Sacretary of State

Division of Corporations

Delivered 02:01 PM 10/28/2004

FILED 02:01 PM 10/28/2004

SRV 040779195 — 2023645 FILE






STATE OF DELAWARE

CERTIFICATE OF FORMATION

OF

GREIF INDUSTRIAL PACKAGING & SERVICES LLC




The undersigned, desiring to form a limited liability company under Title 6, Sections
18-101 et seq. of the Delaware Code, hereby certifies as follows:



1. The name of the limited liability company is Greif Industrial Packaging &
Services LLC.



2. The address of the limited liability company’s registered office in the state of
Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington,
County of New Castle, 19801. The name of its registered agent at such address is The
Corporation Trust Company.



3. This Certificate of Formation shall be effective at 12:06 a.m. on November 1,
2004.



4. The undersigned is an authorized representative of Greif Industrial Packaging
& Services LLC for purposes of the execution and delivery of this Certificate of
Formation.



IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Greif
Industrial Packaging & Services LLC this 15th day of October, 2004.



	 	 	 	 	 
	 	/s/ Gary R. Martz
 	 
	 	Gary R. Martz 	 
	 	Authorized Person 	 
	 



 


 









 





	 	 	 
	 
	 	State of Delaware

Secretary of State

Division of Corporations

Delivered 08:37 AM 10/30/2007

FILED 08:37 AM 10/30/2007

SRV 071167576 — 2023645 FILE






STATE OF DELAWARE

CERTIFICATE OF MERGER OF

DOMESTIC LIMITED LIABILITY COMPANIES



Pursuant to Title 6, Section 18-209 of the Delaware Limited Liability Act, the
undersigned limited liability company executed the following Certificate of Merger:



FIRST: The name of the surviving limited liability company is
Greif Industrial Packaging & Services LLC, and the name of the limited liability company being merged into this surviving limited
liability company is Sirco Systems, LLC.




SECOND: The Agreement of Merger has been approved, adopted, certified, executed and
acknowledged by each of the constituent limited liability companies.



THIRD: The name of the surviving limited liability company is Greif Industrial Packaging & Services LLC.



FOURTH: The merger is to become effective on  October 31, 2007.



FIFTH: The Agreement of Merger is on file at  Greif, Inc., 425 Winter
Road, Delaware, Ohio 43015, the place of business of the surviving limited liability company.




SIXTH: A copy of the Agreement of Merger will be furnished by the surviving limited
liability company on request, without cost, to any member of the constituent limited
liability companies.



IN WITNESS WHEREOF, said surviving limited liability company has caused this
certificate to be signed by an authorized person, the 26th day of
October, A.D., 2007.




	 	 	 	 	 
	 

	 	By:	 	/s/ Gary R. Martz 
	 

	 	 	 	 
	 

	 	 	 	Authorized Person
	 
	 	 	 	 
	 

	 	Name:
	 	Gary R. Martz
	 

	 	 	 	 
	 

	 	 	 	Print or Type
	 
	 	 	 	 
	 

	 	Title:
	 	Senior Vice President & Sec.







 


 









 







	 	 	 
	 
	 	State of Delaware

Secretary of State

Division of Corporations

Delivered 08:35 AM 10/30/2007

FILED 08:35 AM 10/30/2007

SRV 071167570 — 2023645 FILE






CERTIFICATE OF MERGER




In accordance with Section 18-209 of the Delaware Limited Liability Company
Act, GCC Drum, Inc., an Illinois corporation, wishes to merge into Greif Industrial
Packaging & Services LLC, a Delaware limited liability company, and to that end set
forth the following facts:



(1) The name and jurisdiction of formation or organization of each of the domestic
limited liability companies and other business entities which is to merge or consolidate are:



GCC Drum, Inc. an Illinois corporation


 Greif Industrial Packaging & Services LLC, a Delaware limited liability company.



(2) An agreement of merger or consolidation has been approved and executed by each of
the domestic limited liability companies and other business entities which is to merge or
consolidate.



(3) The name of the surviving or resulting domestic limited liability company or other
business entity is: Greif Industrial Packaging & Services LLC.



(4) In the case of a merger in which a domestic limited liability company is the
surviving
entity, such amendments, if any, to the certificate of formation of the surviving
domestic
limited liability company to change its name as are desired to be effected by the merger
are;
none.



(5) The future effective date or time (which shall be a date or time certain) of the
merger
or consolidation if it is not to be effective upon the filing of the certificate of
merger or
consolidation shall be: October 31, 2007.



(6) The agreement of merger or consolidation is on file at a place of business of the
surviving or resulting domestic limited liability company or other business entity, which
is
located at: 425 Winter Road, Delaware, Ohio 43015.



(7) A copy of the agreement of merger or consolidation will be furnished by the
surviving or resulting domestic limited liability company or other business entity, on
request
and without cost, to any member of any domestic limited liability company or any person
holding an interest in any other business entity which is to merge or consolidate; and



The laws of the state under which each constituent entity exists, permits this
merger. This merger was adopted, approved and authorized by each of the constituent
entities in compliance with the laws of the state under which it is organized, and the
persons signing this certificate on behalf of each of the constituent entities are duly
authorized to do so.



Upon the date specified above, the merging entity listed herein shall merge into
the listed surviving entity.


 


 









 





The undersigned constituent entities have caused this certificate of merger to be signed by
its duly authorized officers on the dates stated below.



	 	 	 	 	 	 	 
	GCC Drum, Inc.	 	Greif Industrial Packaging &


Services LLC
	 
	 	 	 	 	 	 
	By:

	 	/s/ Gary R. Martz 	 	By:	 	/s/ Gary R. Martz
	 

	 	 
	 	 	 	 
	 

	 	Gary R. Martz, Senior Vice

 President and Secretary
	 	 	 	Gary R. Martz, Senior Vice

 President and Secretary
	 
	 	 	 	 	 	 
	Date: October 26, 2007	 	Date: October 26, 2007







 


 












 




	 	 	 	 	 
	State of Delaware	 	 	 	 
	Secretary of State	 	 	 	 
	Division of Corporations	 	 	 	 
	Delivered 09:01 AM 10/30/2007	 	 	 	 
	FILED 09:01 AM 10/30/2007	 	 	 	 
	SRV 071167681 — 2023645 FILE
	 	 	 	 






CERTIFICATE OF MERGER




In accordance with Section 18-209 of the Delaware Limited Liability Company
Act, GCC Fibre Drum, Inc., a New Jersey corporation, wishes to merge into Greif
Industrial Packaging & Services LLC, a Delaware limited liability company, and to that
end set forth the following facts:



(1) The name and jurisdiction of formation or organization of each of the domestic
limited liability companies and other business entities which is to merge or consolidate
are:




GCC Fibre Drum, Inc. a New Jersey corporation

Greif Industrial Packaging & Services LLC, a Delaware limited liability company.



(2) An agreement of merger or consolidation has been approved and executed by each of the
domestic limited liability companies and other business entities which is to merge or
consolidate.



(3) The name of the surviving or resulting domestic limited liability company or other
business entity is: Greif Industrial Packaging & Services LLC.



(4) In the case of a merger in which a domestic limited liability company is the
surviving entity, such amendments, if any, to the certificate of formation of the
surviving domestic limited liability company to change its name as are desired to be
effected by the merger are: none.



(5) The future effective date or time (which shall be a date or time certain) of the
merger or consolidation if it is not to be effective upon the filing of the certificate
of merger or consolidation shall be: October 31, 2007.



(6) The agreement of merger or consolidation is on file at a place of business of the
surviving entity, which is located at: 425 Winter Road, Delaware, Ohio 43015.



(7) A copy of the agreement of merger or consolidation will be furnished by the
surviving entity, on request and without cost, to any member of any domestic limited
liability company or any person holding an interest in any other business entity which
is to merge or consolidate; and



The laws of the state under which each constituent entity exists, permits this
merger. This merger was adopted, approved and authorized by each of the constituent
entities in compliance with the laws of the state under which it is organized, and the
persons signing this certificate on behalf of each of the constituent entities are duly
authorized to do so.



Upon the date specified above, the merging entity listed herein shall merge into
the listed surviving entity.


 


 









 





The undersigned constituent entities have caused this certificate of merger to be signed by
its duly authorized officers on the dates stated below.



	 	 	 	 	 	 	 	 	 	 	 
	GCC Fibre Drum, Inc.	 	 	 	Greif Industrial Packaging & Services LLC
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Gary R. Martz
	 	 	 	By:
	 	/s/ Gary R. Martz	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	Gary R. Martz, Senior Vice President and Secretary
	 	 	 	 	 	Gary R. Martz, Senior Vice President and Secretary	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Date:

	 	October 26, 2007
	 	 	 	Date:
	 	October 26, 2007
	 	 







 


 









 







	 	 	 	 	 
	 
	 	 	 	State of Delaware
	 
	 	 	 	Secretary of State
	 
	 	 	 	Division of Corporations
	 
	 	 	 	Delivered 11:15 AM 12/12/2007
	 
	 	 	 	FILED 11:15 AM 12/12/2007
	 
	 	 	 	SRV 071312166 — 2023645 FILE






STATE OF DELAWARE

CERTIFICATE OF MERGER OF

DOMESTIC CORPORATION INTO

DOMESTIC LIMITED LIABILITY COMPANY




Pursuant to Title 8, Section 264(c) of the Delaware General Corporation Law and Title
6, Section 18-209 of the Limited Liability Company Act, the undersigned limited
liability company executed the following Certificate of Merger:



FIRST: The name of the surviving limited liability company is
Greif Industrial Packaging & Services LLC and the name of the
corporation being merged into this surviving limited liability company is Heritage
Packaging Corporation.



SECOND: The Agreement of Merger has been approved, adopted, certified, executed and
acknowledged by the surviving limited liability company and the merging
corporation.



THIRD: The name of the surviving limited liability company is Greif industrial
Packaging & Services LLC.



FOURTH:
The merger is to become effective on December 31, 2007.



FIFTH: The Agreement of Merger is on file at 425 Winter Road,
Delaware, Ohio 43015, the place of business
of the surviving limited liability company.



SIXTH: A copy of the Agreement of Merger will be furnished by the surviving limited
liability company on request, without cost, to any member of any constituent limited
liability company or stockholder of any constituent corporation.



 


 









 





IN WITNESS WHEREOF, said limited liability company has caused this certificate to
be signed by an authorized person, the 10th day of December, A.D., 2007.



	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Gary R. Martz	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Authorized Person	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:
	 	Gary R. Martz	 	 
	 

	 	 	 	Print or Type	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	Secretary
	 	 







 


 









 







	 	 	 	 	 
	State of Delaware	 	 	 	 
	Secretary of State	 	 	 	 
	Division of Corporations	 	 	 	 
	Delivered 11:53 AM 12/12/2007	 	 	 	 
	FILED 11:53 AM 12/12/2007	 	 	 	 
	SRV 071312777 — 2023645 FILE
	 	 	 	 






STATE OF DELAWARE

CERTIFICATE OF MERGER OF

DOMESTIC LIMITED LIABILITY COMPANIES




Pursuant to Title 6, Section 18-209 of the Delaware Limited Liability Act,
the undersigned limited liability company executed the following Certificate of
Merger:



FIRST: The name of the surviving limited liability company is
Greif Industrial Packaging & Services LLC,
and the name of the limited liability company being merged into this surviving limited
liability company is CorrChoice LLC.



SECOND: The Agreement of Merger has been approved, adopted, certified, executed
and acknowledged by each of the constituent limited liability companies.



THIRD: The name of the surviving limited liability company is
Greif Industrial Packaging & Services LLC.



FOURTH: The merger is to become effective on December 31, 2007.



FIFTH: The Agreement of Merger is on file at 425 Winter Road,
Delaware, Ohio 43015,
the place of business of the surviving limited liability company.



SIXTH: A copy of the Agreement of Merger will be furnished by the surviving
limited liability company on request, without cost, to any member of the
constituent limited liability companies.



IN WITNESS WHEREOF, said surviving limited liability company has caused this
certificate to be signed by an authorized person, the 10th day of
December, A.D., 2007.



	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Gary R. Martz	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Authorized Person	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:
	 	Gary R. Martz	 	 
	 

	 	 	 	Print or Type	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	Secretary
	 	 







 


 









 







	 	 	 	 	 
	 
	 	 	 	State of Delaware
	 
	 	 	 	Secretary of State
	 
	 	 	 	Division of Corporations
	 
	 	 	 	Delivered 12:25 PM 12/12/2007
	 
	 	 	 	FILED 12:25 PM 12/12/2007
	 
	 	 	 	SRV 071312818 — 2023645 FILE






STATE OF DELAWARE

CERTIFICATE OF MERGER OF

DOMESTIC LIMITED LIABILITY COMPANIES




Pursuant to Title 6, Section 18-209 of the Delaware Limited Liability Act, the
undersigned limited liability company executed the following
Certificate of Merger:



FIRST: The name of the surviving limited liability company is
Greif Industrial Packaging & Services LLC,
and the name of the limited liability company being merged into this surviving limited
liability company is Greif Riverville LLC.



SECOND: The Agreement of Merger has been approved, adopted, certified, executed and
acknowledged by each of the constituent limited liability companies.



THIRD: The name of the surviving limited liability company is
Greif Industrial Packaging & Services LLC.



FOURTH:
The merger is to become effective on December 31, 2007.



FIFTH: The Agreement of Merger is on file at 425 Winter Road,
Delaware, Ohio 43015,
the place of business of the surviving limited liability company.



SIXTH: A copy of the Agreement of Merger will be furnished by the surviving limited
liability company on request, without cost, to any member of the constituent limited
liability companies.



IN WITNESS WHEREOF, said surviving limited liability company has caused this
certificate to be signed by an authorized person, the 10th day of
December, A.D., 2007.



	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Gary R. Martz	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Authorized Person	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:
	 	Gary R. Martz	 	 
	 

	 	 	 	Print or Type	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	Secretary
	 	 







 


 









 







	 	 	 	 	 
	State of Delaware	 	 	 	 
	Secretary of State	 	 	 	 
	Division of Corporations	 	 	 	 
	Delivered 12:47 PM 12/12/2007	 	 	 	 
	FILED 12:47 PM 12/12/2007	 	 	 	 
	SRV 071313024 — 2023645 FILE
	 	 	 	 






CERTIFICATE OF MERGER




In accordance with Section 18-209 of the Delaware Limited Liability Company Act, CP
Louisiana, Inc., a Louisiana corporation, wishes to merge into Greif Industrial
Packaging & Services LLC, a Delaware limited liability company, and to that end set
forth the following facts:



(1) The name and jurisdiction of formation or organization of each of the domestic
limited liability companies and other business entities which is to merge or
consolidate are:




CP Louisiana, Inc., a Louisiana corporation

Greif Industrial Packaging & Services LLC, a Delaware limited liability company.



(2) An agreement of merger or consolidation has been approved and executed by each of
the domestic limited liability companies and other business entities, which is to merge
or
consolidate.



(3) The name of the surviving or resulting domestic limited liability company or other
business entity is: Greif Industrial Packaging & Services LLC.



(4) In the case of a merger in which a domestic limited liability company is the
surviving entity, such amendments, if any, to the certificate of formation of the
surviving domestic limited liability company to change its name as are desired to be
effected by the merger are: None.



(5) The future effective date or time (which shall be a date or time certain) of the
merger or consolidation if it is not to be effective upon the filing of the certificate
of merger or consolidation shall be: December 31, 2007.



(6) The agreement of merger or consolidation is on file at a place of business of the
surviving or resulting domestic limited liability company or other business entity,
which is located at: 425 Winter Road, Delaware, Ohio 43015.



(7) A copy of the agreement of merger or consolidation will be furnished by the
surviving or resulting domestic limited liability company or other business entity, on
request and without cost, to any member of any domestic limited liability company or
any person holding an interest in any other business entity which is to merge or
consolidate; and


 


 









 





The laws of the state under which each constituent entity exists, permits this merger. This
merger was adopted, approved and authorized by each of the constituent entities in compliance with
the laws of the state under which it is organized, and the persons signing this certificate on
behalf of each of the constituent entities are duly authorized to do so.



Upon the date specified above, the merging entity listed herein shall merge into the listed
surviving entity.



The undersigned constituent entities have caused this certificate of merger to be signed by
its duly authorized officers on the dates stated below.



	 	 	 	 	 	 	 	 	 	 	 
	CP Louisiana, Inc.	 	 	 	Greif Industrial Packaging & Services LLC
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Gary R. Martz
	 	 	 	By:
	 	/s/ Gary R. Martz	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	Gary R. Martz, Secretary
	 	 	 	 	 	Gary R. Martz, Secretary	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Date:

	 	December 10, 2007	 	 	 	Date:	 	December 10, 2007	 	 







 


 











 






 






State of Delaware

Secretary of State

Division of Corporations

Delivered 01:07 PM 12/12/2007

FILED 01:07 PM 12/12/2007

SRV 071313361 — 2023645 FILE









STATE OF DELAWARE

CERTIFICATE OF MERGER OF

DOMESTIC LIMITED LIABILITY COMPANIES




Pursuant to Title 6, Section 18-209 of the Delaware Limited Liability Act, the
undersigned limited liability company executed the following Certificate of Merger:



FIRST: The name of the surviving limited liability company is
Greif Industrial Packaging & Services LLC,
and the name of the limited liability company being merged into this surviving limited
liability company is Greif Services LLC.



SECOND: The Agreement of Merger has been approved, adopted, certified, executed and
acknowledged by each of the constituent limited liability companies.



THIRD: The name of the surviving limited liability company is
Greif Industrial Packaging & Services LLC.



FOURTH: The merger is to become effective on December 31, 2007.



FIFTH: The Agreement of Merger is on file at 425 Winter Road,
Delaware, Ohio 43015,
the place of business of the surviving limited liability company.



SIXTH: A copy of the Agreement of Merger will be furnished by the surviving limited
liability company on request, without cost, to any member of the constituent limited
liability companies.



IN WITNESS WHEREOF, said surviving limited liability company has caused this
certificate to be signed by an authorized person, the 10th day of
December, A.D., 2007.



	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Gary R. Martz
	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Authorized Person	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:
	 	Gary R. Martz	 	 
	 

	 	 	 	Print or Type	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	Secretary	 	 





 


 









 







 






State of Delaware

Secretary of State

Division of Corporations

Delivered 02:02 PM 12/12/2007

FILED 02:02 PM 12/12/2007

SRV 071314115 — 2023645 FILE









STATE OF DELAWARE

CERTIFICATE OF MERGER OF

DOMESTIC LIMITED LIABILITY COMPANIES




Pursuant to Title 6, Section 18-209 of the Delaware Limited Liability Act, the
undersigned limited liability company executed the following Certificate of Merger:



FIRST: The name of the surviving limited liability company is
Greif Industrial Packaging & Services LLC,
and the name of the limited liability company being merged into this surviving limited
liability company is Greif Paper, Packaging & Services LLC.



SECOND: The Agreement of Merger has been approved, adopted, certified, executed
and acknowledged by each of the constituent limited liability companies.



THIRD: The name of the surviving limited liability company is
Greif Industrial Packaging & Services LLC.



FOURTH: The merger is to become effective on December 31, 2007.



FIFTH: The Agreement of Merger is on file at 425 Winter Road,
Delaware, Ohio 43015,
the place of business of the surviving limited liability company.




SIXTH: A copy of the Agreement of Merger will be furnished by the surviving
limited liability company on request, without cost, to any member of the
constituent limited liability companies.



SEVENTH: Immediately following the merger and effective on 12/31/07, Greif Industrial
Packaging & Services LLC will change its name to Greif Packaging LLC.



IN WITNESS WHEREOF, said surviving limited liability company has caused this
certificate to be signed by an authorized person, the 10th day of
December, A.D., 2007.



	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Gary R. Martz
	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Authorized Person	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:
	 	Gary R. Martz	 	 
	 

	 	 	 	Print or Type	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	Secretary	 	 





 


 









 







 






State of Delaware

Secretary of State

Division of Corporations

Delivered 08:45 AM 10/30/2008

FILED 08:45 AM 10/30/2008

SRV 081078084 — 2023645 FILE









STATE OF DELAWARE

CERTIFICATE OF MERGER OF

DOMESTIC CORPORATION INTO

DOMESTIC LIMITED LIABILITY COMPANY




Pursuant to Title 8, Section 264(c) of the Delaware General Corporation Law and Title
6, Section 18-209 of the Limited Liability Company Act, the undersigned limited
liability company executed the following Certificate of Merger:



FIRST: The name of the surviving limited liability company is
Greif Packaging LLC and the name of the
corporation being merged into this surviving limited liability company is
Greif Bros. Service Corp.



SECOND: The Agreement of Merger has been approved, adopted, certified, executed and
acknowledged by the surviving limited liability company and the merging
corporation.



THIRD: The name of the surviving limited liability company is Greif Packaging LLC.



FOURTH: The merger is to become effective on October 31, 2008.



FIFTH: The Agreement of Merger is on file at 425 Winter Road, Delaware
Ohio 43015, the place of business
of the surviving limited liability company.




SIXTH: A copy of the Agreement of Merger will be furnished by the surviving limited
liability company on request, without cost, to any member of any constituent limited
liability company or stockholder of any constituent corporation.


 


 









 





IN WITNESS WHEREOF, said limited liability company has caused this certificate to
be signed by an authorized person, the 29th day of October, A.D., 2008.



	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Gary R. Martz
	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Authorized Person	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:
	 	Gary R. Martz	 	 
	 

	 	 	 	Print or Type	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	Secretary	 	 





 


 









 





EXHIBIT D





 


 












 




GREIF INDUSTRIAL PACKAGING & SERVICES LLC

LIMITED LIABILITY COMPANY AGREEMENT AND DECLARATION




THIS LIMITED LIABILITY COMPANY AGREEMENT AND DECLARATION (this “Agreement”), by Greif, Inc.,
a Delaware corporation (the “Member”), dated as of October 15, 2004, to be effective at 12:06 a.m.
on November 1, 2004;



WITNESSETH:




WHEREAS, the Member is the sole stockholder of Greif Containers, Inc., a Delaware
corporation (“Greif Containers”);



WHEREAS, in accordance with Section 266 of the Delaware General Corporation Law, the Board of
Greif Containers and the Member, as the sole stockholder of Greif Containers, have authorized the
conversion of Greif Containers from a Delaware corporation to a Delaware limited liability
company, which conversion is to be effective at 12:06 a.m. on November 1, 2004;



WHEREAS, in compliance with Section 266 of the Delaware General Corporation Law and Section
18-214 of the Delaware Limited Liability Company Act, Delaware Code Title 6, Chapter 18 (the
“Act”), the Member intends to cause to be filed with the Delaware Secretary of State a
Certificate of Formation in respect of Greif Industrial Packaging & Services LLC (the “LLC”), a
limited liability company to be formed under the laws of the State of Delaware in connection with
the conversion of Greif Containers from a Delaware corporation to a Delaware limited liability
company; and



WHEREAS, the Member desires to enter into this Agreement as to the affairs of the LLC and
the conduct of its business, and the Member intends that this Agreement constitute the “limited
liability company agreement” of the LLC, within the meaning of that term as defined in the Act;



NOW THEREFORE, it is agreed, stated and declared as follows:



Section 1. Formation; Member. The Certificate of Formation of the LLC shall be
substantially in the form of Exhibit A attached hereto and made a part hereof (the “Certificate
of Formation”). The Certificate of Formation shall be executed by the Member or an authorized
representative of the Member. The Member hereby acknowledges and agrees that Gary R. Martz is an
authorized representative to execute the Certificate of Formation of the LLC. The LLC shall be
formed at the time specified in its Certificate of Formation, which is 12:06 a.m. on November 1,
2004. The Member hereby approves and ratifies the completion, execution, delivery, recording and
filing of the Certificate of Formation. The Member shall be the sole “member” of the LLC, as
defined in the Act. Whether under this Agreement, under any other agreement or obligation by
which the LLC and/or the Member may be bound, or pursuant to applicable law, any action or
inaction taken or omitted to be taken by or with the consent of the Member shall bind the LLC.
The Member may delegate such power and authority.


 












 





Section 2. Term. The term of the LLC shall commence at 12:06 a.m. on November 1,
2004. The LLC shall continue in perpetuity, unless and until the Member consents in writing to
dissolve the LLC. Upon dissolution, the LLC shall be wound up and terminated as provided in the
Act, and the Member shall have the authority to wind up the LLC. No event described in Section
18-304 of the Act (entitled “Events of Bankruptcy”) involving the Member shall cause the Member to
cease to be a member of the LLC.



Section 3. Capital Contributions. The Member shall determine the amounts, forms and
timing of capital contributions to be made by the Member. The initial capitalization of the LLC
shall consist of the assets and liabilities of Greif Containers, the Delaware corporation that
converted into the LLC.



Section 4. Tax Matters. So long as the LLC has only one member, the LLC shall be
disregarded as an entity separate from its member, solely for tax purposes, in accordance with
Sections 301.7701-1, -2 and -3 of the regulations promulgated under the Internal Revenue Code of
1986, as amended, and the profits, losses, income, loss, deductions, credits and similar items of
the LLC shall be allocated accordingly.



Section 5. Distributions. Distributions of cash or property under circumstances not
involving the liquidation of the LLC, if any, shall be within the discretion of the Member as to
amount, form and frequency, subject to Section 18-607 of the Act (entitled “Limitations on
Distribution”). Upon the liquidation of the LLC, the Member shall have power to liquidate or to
distribute in kind any and all of the assets of the LLC, and the proceeds of any such liquidation
shall be applied and distributed in accordance with Section 18-804 of the Act (entitled
“Distribution of Assets”).



Section 6. Officers.



(a) General. The Member may from time to time elect, if desired, as officers
of the LLC, a president, a secretary, a treasurer, and, if desired, one or more vice
presidents and such other officers and assistant officers as the Member may from time to time elect. The
officers of the LLC shall hold office at the pleasure of the Member and need not be elected
annually. Any officer of the LLC may be removed, either with or without cause, at any time, by
the Member.



(b) Duties of the President. The president shall be the chief executive officer
of the LLC and shall exercise supervision over the business of the LLC and shall have such
additional powers and duties as the Member may from time to time assign to him.



(c) Duties of the Vice Presidents. The vice presidents shall perform such
other duties and have such powers as the Member or the President may from time to time
prescribe.


 


2









 





(d) Duties of the Secretary. It shall be the duty of the secretary, or of an
assistant secretary, if any, in case of the absence or inability to act of the secretary, to
keep minutes of all the proceedings of the Member and to make a proper record of the same; to
perform such other duties as may be required by law, the Certificate of Formation or this
Agreement; to perform such other and further duties as may from time to time be assigned to
him by the Member or the president; and to deliver all books, paper and property of the LLC in his
possession to his successor, or to the president.



(e) Duties of the Treasurer. The treasurer, or an assistant treasurer, if any, in
case of the absence or inability to act of the treasurer, shall receive and safely keep in
charge all money, bills, notes, securities and similar property belonging to the LLC, and shall do with
or disburse the same as directed by the president or the Member; shall keep an accurate account
of the finances and business of the LLC, including accounts of its assets, liabilities, receipts,
disbursements, gains and losses, together with such other accounts as may be required and hold
the same open for inspection and examination by the Member; shall give bond in such sum with
such security as the Member may require for the faithful performance of his duties; shall,
upon the expiration of his term of office, deliver all money and other property of the LLC in his
possession or custody to his successor or the president; and shall perform such other duties
as from time to time may be assigned to him by the Member or the President.



(f) Initial Officers. The following persons are hereby elected as the officers
of the LLC, to hold the offices set forth beside their respective names at the pleasure of the
Member:




Michael J. Gasser — Chairman




William B. Sparks, Jr. — President




Donald S. Huml — Vice President




Gary R. Martz — Vice President and Secretary




Robert A. Young — Vice President




John K. Dieker — Vice President




Robert S. Zimmerman — Treasurer




Sharon R. Maxwell — Assistant Secretary



Section 7. General Provisions.



(a) No Third Party Beneficiaries. None of the provisions of this Agreement
shall be construed as existing for the benefit of any creditor of the LLC or as being
enforceable by any party not a signatory hereto. There shall be no third party beneficiaries of this
Agreement.



(b) Entire Agreement. This Agreement constitutes the entire “operating
agreement” of the LLC within the meaning of the Act and contains the entire understanding,
agreement and statement of the Member upon the subject matter of this Agreement and may only
be amended, changed or waived in a writing signed by the Member. The Member acknowledges
that the provisions of the Act shall govern the affairs of the LLC and the conduct of its
business, except as provided in this Agreement.


 


3









 





(c) Provisions Binding. This Agreement shall inure to the benefit of and be
binding upon the Member and the Member’s heirs, executors, administrators, successors and
assigns.



(d) Applicable Law. This Agreement shall be interpreted in accordance with
the laws of the State of Delaware.



IN WITNESS WHEREOF, the undersigned has duly executed this Limited Liability Company Agreement
and Declaration of Greif Industrial Packaging & Services LLC.



	 	 	 	 	 
	 	GREIF, INC.,

a Delaware corporation

 	 
	 	By:  	/s/ Gary R. Martz
 	 
	 	 	Gary R. Martz, Sr. Vice-President 	 



 


4









 





EXHIBIT A




CERTIFICATE OF FORMATION



 


5









 





EXHIBIT E




	 	 	 	 	 
	Name	 	Title	 	Signature
	 
	 	 	 	 
	Donald S. Huml

	 	Executive Vice President
	 	/s/ Donald S. Huml
	 

	 	 	 	 
	 
	 	 	 	 
	Gary R. Martz

	 	Secretary
	 	/s/ Gary R. Martz
	 

	 	 	 	 
	 
	 	 	 	 
	John K. Dieker

	 	Vice President & Treasurer
	 	/s/ John K. Dieker