Third Amended and Restated Receivables Purchase Agreement



 Exhibit 10.20 
 EXECUTION COPY 
 THIRD AMENDED AND RESTATED 
 RECEIVABLES PURCHASE AGREEMENT 
 dated as of December 10, 2008 
 among 
 JWPR CORPORATION, as 
 Seller and Servicer, 
 THE COMMERCIAL PAPER
CONDUITS FROM TIME TO TIME PARTY HERETO, as 
 Conduits 
 CERTAIN FINANCIAL INSTITUTIONS PARTY HERETO, 
 and 
 THE BANK OF NOVA SCOTIA, 
 as a Managing Agent and as the Agent 







 JWPR CORPORATION 
 THIRD AMENDED AND RESTATED 
 RECEIVABLES PURCHASE AGREEMENT 
 This Third Amended and Restated Receivables Purchase Agreement (the “Agreement”) dated as of December 10, 2008 is among JWPR
Corporation, a Nevada corporation, as seller (“Seller”) and initial servicer (“Servicer”), the entities listed on Schedule A to this Agreement (together with any of their respective successors and assigns
hereunder, the “Financial Institutions”), the commercial paper conduits from time to time party hereto (each, a “Conduit”), The Bank of Nova Scotia, a Canadian chartered bank (“BNS”) as a managing
agent for the Purchasers listed on Schedule A as being in the BNS Purchase Group and BNS, as agent for the Purchasers hereunder or any successor agent hereunder (together with its successors and assigns hereunder, the
“Agent”). Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in Exhibit I. 
 PRELIMINARY STATEMENTS 
 WHEREAS, the parties hereto are parties to that certain Second Amended and Restated
Receivables Purchase Agreement dated as of March 24, 2006 (as amended heretofore, the “Second Amended and Restated Agreement”); and 
 WHEREAS, the parties hereto desire to amend and restate the Second Amended and Restated Agreement in its entirety as set forth herein (it being the intent of the parties hereto that this Agreement not constitute a
novation of the Second Amended and Restated Agreement); and 
 NOW THEREFORE, in consideration of the premises, the mutual covenants and
agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each party agrees as follows: 
 ARTICLE I 
 PURCHASE ARRANGEMENTS 
 Section 1.1 Purchase Facility. 
  

	(a)	Upon the terms and subject to the conditions hereof, Seller may, at its option, sell and assign Purchaser Interests to the Agent for the benefit of the Purchasers from time to time
during the period from the date hereof to but not including the Facility Termination Date; provided, that the aggregate Capital outstanding at any time hereunder shall not exceed (i) in respect of all Purchasers, an amount equal to the
Purchase Limit or (ii) in respect of any Purchase Group, such Purchase Group’s Group Purchase Limit at such time. In accordance with the terms and conditions set forth herein, each Conduit may, at its option, instruct its Managing Agent to
cause the Agent to purchase on its behalf, or if any Conduit shall decline to purchase, its Managing Agent shall cause the Agent to purchase, on behalf of the Financial Institutions in its Purchase Group, its Purchase Group’s Pro Rata Share of
such Purchaser Interests. 









	(b)	Seller may, upon at least 30 days’ notice to the Agent, terminate in whole or reduce in part the unused portion of the Purchase Limit. Upon any reduction in the Purchase Limit,
the Group Purchase Limits shall be permanently reduced by a corresponding amount (ratably among the Purchase Groups in accordance with their Pro Rata Shares) and the Commitments of each Financial Institutions in each Purchase Group shall be reduced
ratably in accordance with their respective Percentages. Each reduction in the Purchase Limit shall be in an aggregate amount equal to $5,000,000 or increments of $1,000,000 in excess thereof. The Agent shall promptly forward to each Managing Agent
any notice it receives from the Seller pursuant to this Section 1.1(b). 

  

	(c)	On the date of each Incremental Purchase made under Section 1.2 and on the date of each Reinvestment made under Section 2.2, Seller hereby sells and assigns
to the Agent (for the benefit of the Purchasers ratably among the Purchase Groups, in accordance with each such Purchase Group’s Pro Rata Share), and the Agent hereby purchases, for the benefit of such Purchasers, a Purchaser Interest in the
Receivables, Related Security and Collections then existing and thereafter arising or existing, subject only to the payment by such Purchasers of the applicable Purchase Price therefor in accordance with the terms of this Agreement.


  

	(d)	In connection with the reconveyence of any reconveyed Receivable by Seller to JD-Canada pursuant to the terms of the applicable Receivables Sale Agreement, the Agent, on behalf of
itself and the Purchasers, shall release its Purchaser Interests and any other rights or interests in the such reconveyed Receivable, its Related Security, and any future Collections, any Records, Contracts and other rights and documents relating
thereto (the “Reconveyed Assets”). Notwithstanding anything contained in this Agreement, following the reconveyance of any such Reconveyed Assets, the relevant Reconveyed Assets shall be deemed not to form part of the Receivables,
Related Security, Collections, Records, Contracts or other rights and documents hereunder in which the Purchasers have a Purchaser Interest. 

 Section 1.2 Increases. 
 Seller shall provide the Agent with at least two Business Days’
prior notice in a form set forth as Exhibit II hereto of each Incremental Purchase (a “Purchase Notice”). The Agent shall promptly forward to each Managing Agent each Purchase Notice it receives from the Seller pursuant to
this Section 1.2. Each Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and shall specify the requested Purchase Price (which shall not be less than $1,000,000 in the
aggregate and shall not be greater than the Commitment Availability immediately prior to giving effect to such purchase) and the date of purchase and, in the case of an Incremental Purchase to be funded by the Financial Institutions, the requested
Discount Rate and Tranche Period. Following receipt of a Purchase Notice, each Managing Agent will determine whether the Conduit in its Purchase Group agrees to make the purchase of such Purchase Group’s Pro Rata Share of such Incremental
Purchase. If any Conduit declines to make a proposed purchase, the Managing Agent for the related Purchase Group shall notify Seller and Seller may cancel the 

  

 2 








 
Purchase Notice or, in the absence of such a cancellation, the declining Conduit’s Purchase Group’s Pro Rata Share of the requested Incremental
Purchase will be made by the Financial Institutions in such Declining Conduit’s Purchase Group ratably based on their respective Commitments. On the date of each Incremental Purchase, upon satisfaction of the applicable conditions precedent set
forth in Article VI, each Conduit or the Financial Institutions in its Purchase Group, as applicable, shall make available to the Agent, in immediately available funds, no later than 12:00 noon (New York City time), an amount equal to
(i) in the case of any Conduit, such Conduit’s Purchase Group’s Pro Rata Share of the applicable Purchase Price for such Incremental Purchase or (ii) in the case of a Financial Institution, such Financial Institution’s
Percentage of its related Purchase Group’s Pro Rata Share of the aggregate Purchase Price for such Incremental Purchase. The Agent shall deposit such funds as it shall have received from the Purchasers into the Facility Account in immediately
available funds, no later than 1:00 p.m. (New York City time) on the date of each Purchase. 
 Section 1.3 Decreases. Seller
shall provide the Agent with prior written notice in conformity with the Required Notice Period (a “Reduction Notice”) of any proposed reduction of Aggregate Capital from Collections. The Agent shall promptly forward to each
Managing Agent any Reduction Notice it receives from the Seller pursuant to this Section 1.3. Such Reduction Notice shall designate (i) the date (the “Proposed Reduction Date”) upon which any such reduction of
Aggregate Capital shall occur (which date shall give effect to the applicable Required Notice Period), and (ii) the amount of Aggregate Capital to be reduced (the “Aggregate Reduction”) which shall be distributed ratably to
each Purchase Group based on the Pro Rata Share of the Aggregate Capital of each Purchase Group and which shall be applied by each Managing Agent ratably to the Purchaser Interests of the Purchasers in such Managing Agent’s Purchase Group
ratably in accordance with the amount of Capital (if any) owing to such Purchasers. Only one (1) Reduction Notice shall be outstanding at any time. No Aggregate Reduction will be made following the occurrence of the Amortization Date without
the consent of the Agent and the Required Financial Institutions. 
 Section 1.4 Payment Requirements. All amounts to be paid or
deposited by Seller pursuant to any provision of this Agreement shall be paid or deposited in accordance with the terms hereof no later than 12:00 noon (New York City time) on the day when due in immediately available funds, and if not received
before 12:00 noon (New York City time) shall be deemed to be received on the next succeeding Business Day. If such amounts are payable to a Purchaser they shall be paid to the Agent, for the account of such Purchaser, by wire transfer of immediately
available funds to such account notified by the Agent to the Seller. Upon prior notice to Seller, BNS may debit any account then maintained by BNS in the name of Seller for all amounts due and payable hereunder or under the Fee Letters. All
computations of Yield, per annum fees calculated as part of any CP Costs, per annum fees hereunder and per annum fees under the Fee Letters shall be made on the basis of a year of 360 days for the actual number of days elapsed. If any amount
hereunder shall be payable on a day which is not a Business Day, such amount shall be payable on the next succeeding Business Day and such extension of time shall in such case be included in the computation of Yield, CP Costs or fees, as the case
may be. 
  

 3 








 Section 1.5 Hedging Arrangements. 
  

	(a)	With respect to any Receivables acquired by Seller which are denominated in a currency other than Dollars, Seller shall procure and maintain in full force and effect at all times
Eligible Hedging Arrangements in an aggregate notional amount not less than the Aggregate Capital at such time. 

  

	(b)	On the date of the each Incremental Purchase of a Purchaser Interest in relation to Receivables denominated in a currency other than Dollars, Seller shall procure Hedging
Arrangements that include a forward exchange contract (a “Forward Exchange Contract”) contemplating settlement on the Settlement Date following the date of such Incremental Purchase. 

  

	(c)	Thereafter, on each Reporting Date, Seller shall cause the Forward Exchange Contract then in effect to be replaced with a new Forward Exchange Contract or extended, with the effect
in either case that the Forward Exchange Contract in effect (or committed to become effective) shall contemplate settlement on the then next following Settlement Date. 

  

	(d)	All reports relating to the Receivables (whether pursuant to Section 8.5 or otherwise) and all determinations of compliance with the covenants set forth herein relating
to the Receivables (whether pursuant to Section 2.6, Section 9.1(f), the definition of “Eligible Receivable” or otherwise) shall give effect to the conversion, where applicable, of the Outstanding Balance of the
Receivables into Dollars. Each such conversion shall be made on the basis of the exchange rates set forth in the Forward Exchange Contract then in effect, including any Forward Exchange Contract going into effect on the date such report is issued or
such determination is made. 

  

	(e)	Seller hereby assigns, as part of the Related Security, Purchaser Interests in all of its right, title and interest in, to and under each Hedging Arrangement, now existing or
hereafter arising, to the Agent for the benefit of the Purchasers hereunder. Seller shall take all actions reasonably requested by the Agent to perfect, evidence or more fully protect the assignment contemplated herein, including, without
limitation, providing notice to each Counterparty of the interests of the Agent and the Purchasers hereunder. 

 ARTICLE II

 PAYMENTS AND COLLECTIONS 
 Section 2.1 Payments. Notwithstanding any limitation on recourse contained in this Agreement, Seller shall immediately pay to the Servicer or the Agent (for the account of the relevant Purchasers on a full recourse basis), as
applicable, each of the following when due: (i) the fees as set forth in the Fee Letters and Section 10.4(b) of this Agreement, (ii) all CP Costs, (iii) all amounts payable as Yield, (iv) all amounts payable as Deemed
Collections (which shall be due and payable by Seller and applied to reduce outstanding Aggregate Capital hereunder in accordance with Sections 2.2 and 2.3 hereof), (v) all amounts payable under Section 2.6,
(vi) all amounts payable pursuant to Article X, if any, (vii) all Servicer costs and expenses, including the Servicing Fee, in connection with servicing, administering and collecting the Receivables, (viii) all Broken Funding
Costs and (ix) all Default Fees (the items described in clauses (i) through (ix) being, collectively, the “Obligations”). If any Person fails to pay any of the Obligations 

  

 4 








 
when due, such Person agrees to pay, on demand, the Default Fee in respect thereof until paid. Notwithstanding the foregoing, no provision of this Agreement
or the Fee Letters shall require the payment or permit the collection of any amounts hereunder in excess of the maximum permitted by applicable law. If at any time Seller receives any Collections or is deemed to receive any Deemed Collections,
Seller shall pay such Collections or Deemed Collections to the Servicer for application in accordance with the terms and conditions hereof and, at all times prior to such payment, such Collections or Deemed Collections shall be held in trust by
Seller for the exclusive benefit of the Purchasers, the Managing Agents, the Agent, and each Program F/X Counterparty. 
 Section 2.2
Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate
Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections are received by the Servicer prior to the Amortization Date, (i) the Servicer shall set aside the Termination Percentage (hereinafter
defined) of Collections evidenced by the Purchaser Interests of each Terminating Financial Institution and (ii) Seller hereby sells and assigns to the Purchasers (other than any Terminating Financial Institutions), and the Purchasers hereby
purchase additional Purchaser Interests (each such purchase being a “Reinvestment”), simultaneously with such receipt, with that portion of the balance of each and every Collection received by the Servicer that is part of any
existing Purchaser Interest (other than any Purchaser Interests of Terminating Financial Institutions), such that after giving effect to such Reinvestment, the amount of Capital of all Purchaser Interests immediately after such receipt and
corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Persons described below the amounts set
aside during the preceding Settlement Period that have not been subject to a Reinvestment and apply such amounts (if not previously paid in accordance with Section 2.1) first, to the Servicer, to reduce any payments, if any, due
to any Program F/X Counterparty pursuant to any Hedging Arrangement on such Settlement Date other than Hedge Breakage Costs and Hedge Indemnity Costs (after giving effect to any netting provisions of applicable Hedge Arrangement), second, to
Agent, for the ratable distribution among the relevant Purchasers in each Purchase Groups in accordance with each Purchase Groups Pro Rata Share, to reduce accrued and unpaid CP Costs, Yield and other Obligations that are then due and payable,
third, to the Agent, to reduce the Capital of all Purchaser Interests of Terminating Financial Institutions, applied ratably to each Terminating Financial Institution according to its respective Termination Percentage and fourth, to
Servicer, to reduce any Hedge Breakage Costs and Hedge Indemnity Costs, if any, due and payable on such Settlement Date to any Program F/X Counterparty pursuant to any Hedging Arrangement. If such Capital, CP Costs, Yield and other Obligations shall
be reduced to zero, any additional Collections received by the Servicer (i) if applicable, shall be remitted to the Agent no later than 12:00 noon (New York City time) to the extent required to fund any Aggregate Reduction designated by the
Seller on such Settlement Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date and may be used by Seller to purchase additional Receivables or make payments in respect of
Subordinated Loans (as defined in any applicable Receivables Sale Agreement) in accordance with the terms of the applicable Receivables Sale Agreement. Each Terminating Financial Institution shall be allocated a ratable portion of Collections from
the date of any termination of its 

  

 5 








 
Commitment pursuant to Section 12.3 (the “Termination Date”) until such Terminating Financing Institution’s Capital shall
be paid in full. This ratable portion shall be calculated on the Termination Date of each Terminating Financial Institution as a percentage equal to (i) Capital of such Terminating Financial Institution outstanding on its Termination Date,
divided by (ii) the Aggregate Capital outstanding on such Termination Date (the “Termination Percentage”). Each Terminating Financial Institution’s Termination Percentage shall remain constant prior to the
Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution’s Capital shall be reduced ratably with all Financial Institutions in accordance with
Section 2.3. 
 Section 2.3 Collections Following Amortization. On the Amortization Date and on each day thereafter,
the Servicer shall set aside and hold in trust, for the holder of each Purchaser Interest and each Program F/X Counterparty, all Collections received on such day and an additional amount for the payment of any accrued and unpaid Obligations owed by
Seller and not previously paid by Seller in accordance with Section 2.1. 
 Section 2.4 Application of Collections.
If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall distribute funds: 

first, to the payment of all periodic payments, if any, due to any Program F/X Counterparty pursuant to any Hedging Arrangement
on such Settlement Date other than Hedge Breakage Costs and Hedge Indemnity Costs (after giving effect to any netting provisions of applicable Hedging Agreement); 
 second, if the Seller or one of its Affiliates is not then acting as Servicer, to the payment of the Servicer’s reasonable
out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, 
 third,
to the reimbursement of the Agent’s and the Managing Agents’ costs of collection and enforcement of this Agreement, 
 fourth, on a pari passu basis, (i) (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage) and (ii) to the payment of the Hedge Breakage Costs and
Hedge Indemnity Costs, if any, due and payable to any Program F/X Counterparty pursuant to any Hedging Arrangement on such Payment Date, 
 fifth, for the ratable payment of all other unpaid Obligations, provided that, if the Seller or one of its Affiliates is then acting as Servicer, to the extent such Obligations relate to the payment of Servicer
costs and expenses, including the Servicing Fee, such costs and expenses will not be paid until after the payment in full of all other Obligations, and 
 sixth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to Seller; provided that, to the extent the Servicer receives additional Collections and the amounts due and payable pursuant to
clauses first through fifth above are paid in full, any such additional Collections may be remitted to Seller and may be used by Seller to purchase additional 

  

 6 








 
Receivables or make payments in respect of Subordinated Loans (as defined in any applicable Receivables Sale Agreement) in accordance with the terms of the
applicable Receivables Sale Agreement. 
 Collections applied to the payment of Aggregate Unpaids shall be distributed in accordance with the
aforementioned provisions, and, giving effect to each of the priorities set forth in Section 2.4 above, shall be shared ratably (within each priority) among the Agent, the Managing Agents, the Program F/X Counterparties and the
Purchasers, as applicable, in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority. 
 Section 2.5 Payment Rescission. No payment of any of the Aggregate Unpaids shall be considered paid or applied hereunder to the extent that, at any time, all or any portion of such payment or application is rescinded by
application of law or judicial authority, or must otherwise be returned or refunded for any reason. Seller shall remain obligated for the amount of any payment or application so rescinded, returned or refunded, and shall promptly pay to the Agent
(for the ratable application to the Person or Persons who suffered such rescission, return or refund) the full amount thereof, plus the Default Fee from the date of any such rescission, return or refunding. 
 Section 2.6 Maximum Purchaser Interests. Seller shall ensure that the Purchaser Interests of the Purchasers shall at no time exceed in the
aggregate a percentage (the “Maximum Purchaser Percentage”) equal to 97%. If the aggregate of the Purchaser Interests of the Purchasers exceeds the Maximum Purchaser Percentage at any time, Seller shall pay within one
(1) Business Day to the Agent (for the ratable benefit of each Managing Agent based on each Managing Agent’s Purchase Group’s Pro Rata Share to be applied by the Purchasers to reduce the Aggregate Capital (as allocated by each
Managing Agent to each of the Purchasers in its related Purchase Group ratably based upon each such Purchaser’s Capital)) such amounts such that after giving effect to such payment (and the application thereof to reduce the Aggregate Capital)
the aggregate of the Purchaser Interests equals or is less than the Maximum Purchaser Percentage. 
 Section 2.7 Clean Up Call.
In addition to Seller’s rights pursuant to Section 1.3, Seller shall have the right (after providing written notice to the Agent in accordance with the Required Notice Period), at any time following the reduction of the Aggregate
Capital to a level that is less than ten percent (10.0%) of the original Purchase Limit, to repurchase from the Purchasers all, but not less than all, of the then outstanding Purchaser Interests. The Agent shall promptly forward to each
Managing Agent any notice it receives from the Seller pursuant to this Section 2.7. The purchase price in respect thereof shall be an amount equal to the Aggregate Unpaids through the date of such repurchase, payable in immediately
available funds. Such repurchase shall be without representation, warranty or recourse of any kind by, on the part of, or against any Purchaser, any Managing Agent or the Agent. 
  

 7 








 ARTICLE III 
 CONDUIT FUNDING 
 Section 3.1 CP Costs. Seller shall pay CP Costs with respect to the Capital
associated with each Purchaser Interest of each Conduit for each day that any Capital in respect of such Purchaser Interest is outstanding. Each Purchaser Interest funded substantially with Pooled Commercial Paper issued by a Conduit will accrue CP
Costs each day on a pro rata basis, based upon the percentage share the Capital in respect of such Purchaser Interest represents in relation to all assets held by such Conduit and funded substantially with Pooled Commercial Paper. 
 Section 3.2 CP Costs Payments. On each Settlement Date, Seller shall pay to the Agent (for the benefit of the Conduits) an aggregate amount
equal to all accrued and unpaid CP Costs in respect of the Capital associated with all Purchaser Interests of the Conduit for the immediately preceding Accrual Period in accordance with Article II. 
 Section 3.3 Calculation of CP Costs. On or about the 5th Business Day of each month, each Conduit shall calculate the aggregate amount of CP
Costs in respect of the Capital associated with all Purchaser Interests of such Conduit for the Accrual Period then most recently ended and shall notify the Agent of such aggregate amount. Upon receipt of calculations for the Accrual Period then
most recently ended from each Conduit, the Agent shall promptly forward to the Seller a summary of such calculations. 
 ARTICLE IV

 FINANCIAL INSTITUTION FUNDING 
 Section 4.1 Financial Institution Funding. Each Purchaser Interest of the Financial Institutions shall accrue Yield for each day during its Tranche Period at either the LIBO Rate or the Base Rate in accordance with the terms and
conditions hereof. If any Financial Institution acquires by assignment from the Conduit in its Purchase Group all or any portion of a Purchaser Interest (or an undivided interest therein) pursuant to such Conduit’s Liquidity Agreement,
(i) such assigning Conduit (or its related Managing Agent) shall promptly (but in any event without one (1) Business Day of such assignment) give notice of such assignment to the Seller and the Agent, (ii) until Seller gives notice to
the applicable Managing Agent of another Discount Rate in accordance with Section 4.4, the initial Discount Rate for any such transferred Purchaser Interest shall be the Base Rate and (iii) each Purchaser Interest so assigned shall
be deemed to have a new Tranche Period commencing on the date of any such assignment and having a duration of one (1) Business Day, which Tranche Period shall be the first of a series of successive Tranche Periods each having a duration of one
(1) Business Day until such time as Seller shall select a new Tranche Period and new Discount Rate in accordance with Section 4.3 or 4.4; provided, that, notwithstanding the terms of Sections 4.3 of 4.4,
for purposes of clauses (ii) and (iii) of this Section 4.1, only two (2) Business Days notice shall be required to be given to the applicable Managing Agent by the Seller (x) in the event that the Seller selects the
LIBO Rate to be the applicable Discount Rate with respect to the transferred Purchaser Interests and (y) with respect to the selection of the Tranche Periods with respect to such transferred Purchaser Interests. 
  

 8 








 Section 4.2 Yield Payments. On the Settlement Date for each Purchaser Interest of the
Financial Institutions, Seller shall pay to the Agent (for the benefit of the Financial Institutions) an aggregate amount equal to the accrued and unpaid Yield for the entire Tranche Period of each such Purchaser Interest in accordance with
Article II. 
 Section 4.3 Selection and Continuation of Tranche Periods. 
  

	(a)	With consultation from the Agent and the related Managing Agent, Seller shall from time to time select Tranche Periods for the Purchaser Interests of the Financial Institutions in
each Purchase Group, provided that, if at any time the Financial Institutions shall have a Purchaser Interest, Seller shall always request Tranche Periods such that Purchaser Interests of the Financial Institutions having Capital of at least
$10,000,000 (or, if the aggregate Capital of the Financial Institutions in such Purchase Group is less than $10,000,000, the Purchaser Interests of such Financial Institutions) shall have a Tranche Period that shall end on the date specified in
clause (A) of the definition of Settlement Date. 

  

	(b)	Seller upon notice to the Agent received at least three (3) Business Days prior to the end of a Tranche Period (the “Terminating Tranche”) for any Purchaser
Interest, may, effective on the last day of the Terminating Tranche: (i) divide any such Purchaser Interest funded by the Financial Institutions into multiple Purchaser Interests, (ii) combine any such Purchaser Interest of a Financial
Institution in the same Purchase Group with one or more other Purchaser Interests that have a Terminating Tranche ending on the same day as such Terminating Tranche or (iii) combine any such Purchaser Interest with a new Purchaser Interests to
be purchased by such Financial Institution on the day such Terminating Tranche ends, provided, that in no event may a Purchaser Interest of any Conduit be combined with a Purchaser Interest of the Financial Institutions in its Purchase Group.
The Agent shall promptly forward to each applicable Managing Agent any notice it receives from the Seller pursuant to this Section 4.3(b). 

 Section 4.4 Financial Institution Discount Rates. Seller may select the LIBO Rate or the Base Rate for each Purchaser Interest of the Financial Institutions. Seller shall by 12:00 noon (New York City
time): (i) at least three (3) Business Days prior to the expiration of any Terminating Tranche with respect to which the LIBO Rate is being requested as a new Discount Rate and (ii) at least one (1) Business Day prior to the
expiration of any Terminating Tranche with respect to which the Base Rate is being requested as a new Discount Rate, give the Agent irrevocable notice of the new Discount Rate and new Tranche Period for the Purchaser Interest associated with such
Terminating Tranche. If the Seller fails to give notice to the related Agent of a new Discount Rate with respect to any Terminating Tranche, the new Discount Rate for any Terminating Tranche shall be the Base Rate. The Agent shall promptly forward
to each applicable Managing Agent any notice it receives from the Seller pursuant to this Section 4.4. 
 Section 4.5
Suspension of the LIBO Rate. 
  

	(a)	 If any Financial Institution notifies its related Managing Agent that it has determined that funding of the Purchaser Interests at a LIBO Rate would violate any
applicable law, rule, regulation, or directive of any governmental or regulatory authority, having the force of law, or that (i) deposits of a type and maturity appropriate to match fund its Purchaser Interests at such LIBO Rate 



  

 9 









	 	 
are not available or (ii) such LIBO Rate does not accurately reflect the cost of acquiring or maintaining a Purchaser Interest at such LIBO Rate, then
such Managing Agent shall suspend the availability of such LIBO Rate and require Seller to select the Base Rate for any Purchaser Interest held by such Financial Institution. 


  

	(b)	If less than all of the Financial Institutions in any Purchase Group give a notice to the related Managing Agent pursuant to Section 4.5(a), each Financial Institution
which gave such a notice shall be obliged, at the request of Seller or such Financial Institution’s Managing Agent, to assign all of its rights and obligations hereunder to (i) another Financial Institution in its Purchase Group or
(ii) another funding entity nominated by Seller or the related Managing Agent that is acceptable to the Agent, the applicable Managing Agent and the related Conduit and willing to participate in this Agreement and the related Liquidity
Agreement through the Facility Termination Date in the place of such notifying Financial Institution; provided that (x) the notifying Financial Institution receives payment in full, pursuant to an Assignment Agreement, of an amount equal
to such notifying Financial Institution’s Percentage of the Capital and all Yield owing to such notifying Financial Institution and all accrued but unpaid fees and other costs and expenses payable in respect of its Percentage of the Purchaser
Interests of the Financial Institutions in such Financial Institution’s Purchase Group, and (y) the replacement Financial Institution otherwise satisfies the requirements of Section 12.1(b). 

 ARTICLE V 
 REPRESENTATIONS AND WARRANTIES

 Section 5.1 Representations and Warranties of Seller. Seller hereby represents and warrants to the Agent, the Managing Agents
and the Purchasers, as of the date hereof and as of the date of each Incremental Purchase and the date of each Reinvestment that: 
  

	(a)	Corporate Existence and Power. Seller is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation. Seller is duly
qualified to do business and is in good standing as a foreign corporation, and has and holds all corporate power and all governmental licenses, authorizations, consents and approvals required to carry on its business in each jurisdiction in which
its business is conducted. 

  

	(b)	Power and Authority; Due Authorization, Execution and Delivery. The execution and delivery by Seller of this Agreement and each other Transaction Document to which it is a
party, and the performance of its obligations hereunder and thereunder and Seller’s use of the proceeds of purchases made hereunder, are within its corporate powers and authority and have been duly authorized by all necessary corporate action
on its part. This Agreement and each other Transaction Document to which Seller is a party has been duly executed and delivered by Seller. 

  

	(c)	 No Conflict. The execution and delivery by Seller of this Agreement and each other Transaction Document to which it is a party, and the performance of its
obligations hereunder and thereunder do not contravene or violate (i) its certificate or articles of 



  

 10 









	 	 
incorporation or by-laws, (ii) any law, rule or regulation applicable to it, (iii) any restrictions under any agreement, contract or instrument to
which it is a party or by which it or any of its property is bound, or (iv) any order, writ, judgment, award, injunction or decree binding on or affecting it or its property, and do not result in the creation or imposition of any Adverse Claim
on assets of Seller or its Subsidiaries (except as created by the Transaction Documents); and no transaction contemplated hereby requires compliance with any bulk sales act or similar law. 


  

	(d)	Governmental Authorization. Other than the filing of the financing statements required hereunder, no authorization or approval or other action by, and no notice to or filing
with, any governmental authority or regulatory body is required for the due execution and delivery by Seller of this Agreement and each other Transaction Document to which it is a party and the performance of its obligations hereunder and
thereunder. 

  

	(e)	Actions, Suits. There are no actions, suits or proceedings pending, or to the best of Seller’s knowledge, threatened, against or affecting Seller, or any of its
properties, in or before any court, arbitrator or other body, that could reasonably be expected to have a Material Adverse Effect. Seller is not in default with respect to any order of any court, arbitrator or governmental body.


  

	(f)	Binding Effect. This Agreement and each other Transaction Document to which Seller is a party constitute the legal, valid and binding obligations of Seller enforceable
against Seller in accordance with their respective terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generally and by general
principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). 

  

	(g)	Accuracy of Information. All information heretofore furnished by Seller or any of its Affiliates to the Agent, the Managing Agents or the Purchasers for purposes of or in
connection with this Agreement, any of the other Transaction Documents or any transaction contemplated hereby or thereby is, and all such information hereafter furnished by Seller or any of its Affiliates to the Agent, the Managing Agents or the
Purchasers will be, true and accurate in every material respect on the date such information is stated or certified and does not and will not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make
the statements contained therein not misleading. 

  

	(h)	Use of Proceeds. No proceeds of any purchase hereunder will be used (i) for a purpose that violates, or would be inconsistent with, Regulation T, U or X promulgated by
the Board of Governors of the Federal Reserve System from time to time or (ii) to acquire any security in any transaction which is subject to Section 12, 13 or 14 of the Securities Exchange Act of 1934, as amended.


  

	(i)	 Good Title. Immediately prior to each purchase hereunder or as contemplated hereby, Seller shall be the legal and beneficial owner or, in the case of the UK
Receivables, the beneficial owner thereof, of the Receivables and Related Security with respect thereto, free and clear of any Adverse Claim, except as created by the Transaction Documents. There have been duly filed all 



  

 11 









	 	 
financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect
Seller’s ownership interest (or, in the case of the UK Receivables, beneficial interest) in each Receivable, its Collections and the Related Security. 


  

	(j)	Perfection. 

  

	 	(i)	This Agreement, together with the filing by the Agent of the financing statements contemplated hereby, is effective to, and shall, upon each purchase hereunder transfer to the Agent
for the benefit of the Purchasers (and the Agent for the benefit of such Purchasers shall acquire from Seller) a valid and perfected first priority undivided percentage ownership or security interest in each Receivable (other than UK Receivables),
existing or hereafter arising and in the Related Security and Collections with respect thereto, free and clear of any Adverse Claim, except as created by the Transaction Documents. There have been duly filed all financing statements or other similar
instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect the Agent’s (on behalf of the Purchasers) ownership or security interest in the Receivables (other than the UK Receivables),
the Related Security and the Collections. 

  

	 	(ii)	This Agreement is effective to, and shall, upon each purchase hereunder transfer to the Agent for the benefit of the Purchasers (and the Agent for the benefit of such Purchasers
shall acquire from Seller) (x) a valid undivided percentage beneficial ownership interest in each UK Receivable existing or hereafter arising, together with the Collections with respect thereto, and (y) all of Seller’s beneficial
right, title and interest in the Related Security, in each case, free and clear of any Adverse Claim, except as created by the Transaction Documents. 

  

	(k)	Places of Business and Locations of Records. The principal places of business and chief executive office of Seller and the offices where it keeps all of its Records are
located at the address(es) listed on Exhibit III or such other locations of which the Managing Agents has been notified in accordance with Section 7.2(a) in jurisdictions where all actions required by Section 14.4(a)
have been taken and completed. Seller’s Federal Employer Identification Number and organizational identification number, if any, are correctly set forth on Exhibit III. 

  

	(l)	Collections. The names and addresses of all Collection Banks, together with the account numbers of the Collection Accounts of Seller or any Originator at each Collection Bank
and the post office box number of each Lock-Box, are listed on Exhibit IV. Seller has not granted any Person, other than the Agent as contemplated by this Agreement, dominion and control of any Lock-Box or Collection Account, or the right to
take dominion and control of any such Lock-Box or Collection Account at a future time or upon the occurrence of a future event. 

  

 12 









	(m)	Material Adverse Effect. Since September 30, 2008, no event has occurred that would have a Material Adverse Effect. 

  

	(n)	Names. Seller has not at any time used any corporate names, trade names or assumed names other than the name in which it has executed this Agreement.


  

	(o)	Not an Investment Company. Seller is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended, or any successor
statute. 

  

	(p)	Compliance with Law. Seller has complied in all respects with all applicable laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it is
subject. Each Receivable, together with the Contract related thereto, does not contravene any laws, rules or regulations applicable thereto (including, without limitation, laws, rules and regulations relating to truth in lending, fair
credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy), and no part of such Contract is in violation of any such law, rule or regulation. 

  

	(q)	Compliance with Credit and Collection Policy. Seller has complied in all material respects with the Credit and Collection Policy with regard to each Receivable and the
related Contract, and has not made any material change to such Credit and Collection Policy, except such material change as to which the Managing Agents have been notified in accordance with Section 7.1(a)(v). 


 

	(r)	Payments to Originators. With respect to each Receivable transferred to Seller under any Receivables Sale Agreement, Seller has given reasonably equivalent value, or an
amount approximately equal to the fair market value, to the applicable Originator in consideration therefor and such transfer was not made for or on account of an antecedent debt. No transfer by any Originator of any Receivable under any Receivables
Sale Agreement is (i) voidable under any section of the Federal Bankruptcy Code or (ii) not on arm’s length terms. 

  

	(s)	Enforceability of Contracts. Each Contract with respect to each Receivable is effective to create, and has created, a legal, valid and binding obligation of the related
Obligor to pay the Outstanding Balance of the Receivable created thereunder and any accrued interest thereon, enforceable against the Obligor in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy,
insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).


  

	(t)	Eligible Receivables. Each Receivable included in the Net Receivables Balance as an Eligible Receivable on the date of its purchase or acquisition under, as applicable, any
Receivables Sale Agreement was an Eligible Receivable on such purchase or acquisition date. 

  

	(u)	Net Receivables Balance. Seller has determined that, immediately after giving effect to each purchase hereunder, the Net Receivables Balance is at least equal to 103% of the
sum of (i) the Aggregate Capital, plus (ii) the Aggregate Reserves. 

  

 13 









	(v)	Accounting. The manner in which Seller accounts for the transactions contemplated by this Agreement and each Receivables Sale Agreement is consistent with the “true
sale” opinion rendered by Jones Day on the date hereof. 

  

	(w)	Other Representations. Each of the representations and warranties of each Originator under or in connection with any of the other Transaction Documents is true and correct on
and as of the date when made under such Transaction Document. 

  

	(x)	Remittances of Collections. Each remittance of Collections by the Seller to any Purchaser, any Managing Agent or the Agent (each a “Transferee”) under this
Agreement will have been (i) in payment of a debt incurred by the Seller in the ordinary course of business or financial affairs of the Seller and such Transferee and (ii) made in the ordinary course of business or financial affairs of the
Seller and such Transferee. 

 ARTICLE VI 
 CONDITIONS PRECEDENT 
 Section 6.1 Conditions Precedent to Effectiveness. The effectiveness of
this Agreement is subject to the conditions precedent that: 
  

	(a)	Documentation. The Agent shall have received each of the documents listed on Schedule B duly executed and delivered by each of the Persons named as parties thereto.


  

	(b)	Fees. The Agent and the Managing Agents shall have received all fees and expenses required to be paid on such date pursuant to the terms of this Agreement and the Fee
Letters. 

 Section 6.2 Conditions Precedent to All Purchases and Reinvestments. Each Incremental Purchase and each
Reinvestment shall be subject to the further conditions precedent that in the case of each such Incremental Purchase or Reinvestment: (a) the Servicer shall have delivered to the Agent on or prior to the date of such Incremental Purchase or
Reinvestment, in form and substance reasonably satisfactory to the Agent, all Monthly Reports as and when due under Section 8.5; (b) the Facility Termination Date shall not have occurred; (c) each Managing Agent shall have
received such other approvals, opinions or documents as it may reasonably request and (d) on the date of each such Incremental Purchase or Reinvestment, the following statements shall be true (and acceptance of the proceeds of such Incremental
Purchase or Reinvestment shall be deemed a representation and warranty by Seller that such statements are then true): 
  

	 	(i)	the representations and warranties set forth in Section 5.1 are true and correct on and as of the date of such Incremental Purchase or Reinvestment as though made on and
as of such date; 

  

	 	(ii)	no event has occurred and is continuing, or would result from such Incremental Purchase or Reinvestment, that constitutes an Amortization Event or Potential Amortization Event;


  

 14 









	 	(iii)	the Aggregate Capital does not exceed the Purchase Limit, the aggregate Purchaser Interests do not exceed the Maximum Purchaser Percentage and in the case of an Incremental
Purchase, the related Purchase Price does not exceed the Commitment Availability immediately prior to giving effect to such purchase; 

  

	 	(iv)	the final termination date under each Receivables Sale Agreement shall be a date not earlier than the Facility Termination Date then in effect; and 

  

	 	(v)	if such Incremental Purchase or Reinvestment is funded by a Conduit, such Conduit shall be party to unexpired Liquidity Agreements with an aggregate commitment limit equal to at
least 102% of the Group Purchase Limit with respect to such Conduit. 

 It is expressly understood that each Reinvestment shall, unless
otherwise directed by the Agent or any Purchaser, occur automatically on each day that the Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of
Seller to satisfy any of the foregoing conditions precedent in respect of such Reinvestment. The failure of Seller to satisfy any of the foregoing conditions precedent in respect of any Reinvestment shall give rise to a right of the Agent or any
Purchaser, which right may be exercised at any time on demand of the Agent or such Purchaser, to rescind the related purchase and direct Seller to pay to the Agent for the benefit of the Purchasers an amount equal to the Collections that shall have
been applied to the affected Reinvestment. 
 ARTICLE VII 
 COVENANTS 
 Section 7.1 Affirmative Covenants of Seller. Until the date on which the Aggregate
Unpaids have been indefeasibly paid in full and this Agreement terminates in accordance with its terms, Seller hereby covenants, as set forth below: 
  

	(a)	Financial Reporting. Seller will maintain, a system of accounting established and administered in accordance with GAAP, and furnish or cause to be furnished to the Agent:


  

	 	(i)	Annual Reporting. Within 90 days after the close of each of its respective fiscal years, (i) audited and consolidated financial statements (which shall include balance
sheets, statements of income and retained earnings and a statement of cash flows) for JDI for such fiscal year certified in a manner acceptable to the Managing Agents by independent public accountants acceptable to the Managing Agents, which
certification shall state that such consolidated financial statements present fairly the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior years and (ii) unaudited financial statements
(which shall include balance sheets, statements of income and retained earnings and a statement of cash flows) for Seller for such fiscal year certified in a manner acceptable to the Managing Agents by an Authorized Officer of Seller.


  

 15 









	 	(ii)	Quarterly Reporting. Within 50 days after the close of the first three (3) quarterly periods of each of its fiscal years, a balance sheet of each of the Seller and JDI
as at the close of each such period and a statement of income for the period from the beginning of such fiscal year to the end of such quarter, all certified by an Authorized Officer of Seller. 

  

	 	(iii)	Compliance Certificates. Together with the financial statements required hereunder, a Compliance Certificate in substantially the form of Exhibit V signed by such
Seller Party’s Authorized Officer and accompanied by the “Offshore Base Rate Compliance Certificate” and “Compliance Certificate” required to be delivered by JDI at such time under the terms of the Receivables Sale Agreement
to which JDI is party, each dated the date of such annual financial statement or such quarterly financial statement, as the case may be. 

  

	 	(iv)	Copies of Notices. Promptly upon its receipt of any notice, request for consent, financial statements, certification, report or other communication of any type or kind under
or in connection with any Transaction Document from any Person other than the Agent, any Managing Agent or any Conduit, copies of the same. 

  

	 	(v)	Change in Credit and Collection Policy. At least thirty (30) days prior to the effectiveness of any material change in or material amendment to the Credit and Collection
Policy, a copy of the Credit and Collection Policy then in effect and a notice (A) indicating such change or amendment, and (B) if such proposed change or amendment would be reasonably likely to adversely affect the collectibility of the
Receivables or decrease the credit quality of any newly created Receivables, requesting the Agent’s and the Required Financial Institutions’ consent thereto. 

  

	 	(vi)	Other Information. Promptly, from time to time, such other information, documents, records or reports relating to the Receivables or the condition or operations, financial or
otherwise, of Seller, any Originator or any Affiliate of any such Person as the Agent or any Managing Agent may from time to time reasonably request in order to protect the interests of the Agent, the Managing Agents and the Purchasers under or as
contemplated by this Agreement. 

 The Agent shall promptly forward to each Managing Agent any items it receives from the Seller
or the Servicer pursuant to this Section 7.1(a). 
  

	(b)	Notices. Seller will notify the Agent in writing of any of the following promptly upon learning of the occurrence thereof, describing the same and, if applicable, the steps
being taken with respect thereto: 

  

	 	(i)	Amortization Events or Potential Amortization Events. The occurrence of each Amortization Event and each Potential Amortization Event, by a statement of an Authorized Officer
of Seller. 

  

 16 









	 	(ii)	Judgment and Proceedings. (1) The entry of any judgment or decree against Seller, (2) the institution of any litigation, arbitration proceeding or governmental
proceeding against Seller, (3) the entry of any judgment or decree against any Originator, the Servicer or the Performance Guarantor or any of their respective Subsidiaries which is reasonably likely to (x) with respect to any Originator,
the Servicer or the Performance Guarantor, create liability to such Person in excess of $10,000,000 in the aggregate for all such circumstances and (y) with respect to any of their respective Subsidiaries, have a Material Adverse Effect or
(4) the institution of any litigation, arbitration proceeding or governmental proceeding against any Originator, Servicer or Performance Guarantor or any of their respective Subsidiaries that is reasonably likely to (x) with respect to any
Originator, the Servicer or the Performance Guarantor, be adversely determined and, if adversely determined, would reasonably be expected to create liability to such Person in excess of $10,000,000 in the aggregate for all such circumstances and
(y) with respect to any of their respective Subsidiaries, have a Material Adverse Effect. 

  

	 	(iii)	Material Adverse Effect. The occurrence of any event or condition that has had, or could reasonably be expected to have, a Material Adverse Effect. 


 

	 	(iv)	Termination Date. The occurrence of the “Termination Date” under and as defined in any Receivables Sale Agreement. 

  

	 	(v)	Credit Agreement Amendments. Promptly following its receipt of the same, a copy of each amendment, waiver or other notice of any modification (a “CA
Amendment”) to or in respect of the Credit Agreement or any material instrument, document or agreement executed in connection with the Credit Agreement. Seller shall cause JDI to furnish to the Seller and the Agent, promptly following the
execution thereof, a copy of each CA Amendment to which JDI is a party. 

 The Agent shall promptly notify each Managing Agent
of any notice it receives from the Seller or the Servicer pursuant to this Section 7.1(b). 
  

	(c)	Compliance with Laws and Preservation of Corporate Existence. Seller will comply in all respects with all applicable laws, rules, regulations, orders, writs, judgments,
injunctions, decrees or awards to which it is subject. Seller will preserve and maintain its corporate existence, rights, franchises and privileges in the jurisdiction of its incorporation, and qualify and remain qualified in good standing as a
foreign corporation in each jurisdiction where its business is conducted. 

  

 17 









	 (d)
	 Review and Audits. Seller will furnish to the Agent and each Managing Agent from time to time such information
with respect to it and the Receivables as the Agent or any Managing Agent may reasonably request. Without limiting any of the other provisions set forth in this Agreement, Seller shall permit (and shall cause each Originator to permit) the Agent and
the Managing Agents, or their agents or representatives, at any time between April 1st and May 30th of each calendar year, to conduct a review (satisfactory in form, scope and substance to the Agent and the Managing Agents) and audit (performed by representatives of the Agent or
the Managing Agents pursuant to agreed upon procedures in form, scope and substance satisfactory to the Agent and the Managing Agents) of the Servicer’s collection, operating and reporting systems, the Credit and Collection Policy of each
Originator, historical receivables data and accounts, including, without limitation, a review of the Servicer’s operating location(s), and the results of such review and audit shall be satisfactory to the Agent and the Managing Agents. The
extent to which the Seller shall be liable in respect of costs and expenses incurred by the Agent and the Managing Agents in connection with the activities contemplated in this Section 7.1(d) shall be set forth in
Section 10.3(b) of this Agreement. 


  

	(e)	Keeping and Marking of Records and Books. 

  

	 	(i)	Seller, individually and in its capacity as the Servicer, will (and will cause each Originator to) maintain and implement administrative and operating procedures (including, without
limitation, an ability to recreate records evidencing Receivables in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records and other information reasonably necessary or advisable for the
collection of all Receivables (including, without limitation, records adequate to permit the timely identification of each new Receivable and all Collections of and adjustments to each existing Receivable). Seller will (and will cause each
Originator to) give the Agent and each Managing Agent notice of any material change in the administrative and operating procedures referred to in the previous sentence. 

  

	 	(ii)	Seller will (and will cause each Originator to) (A) on or prior to the date hereof, mark its master data processing records and other books and records relating to the
Purchaser Interests with a legend, acceptable to the Agent, describing the Purchaser Interests and (B) upon the request of the Agent (x) at any time, following the occurrence of an Amortization Event, at which the Agent is considering the
termination of Seller as Servicer, mark each Contract with a legend describing the Purchaser Interests and (y) after the termination of Seller as Servicer or any Originator as sub-Servicer, deliver to the Agent all Contracts (including, without
limitation, all multiple originals of any such Contract) relating to the Receivables. 

  

	(f)	Compliance with Contracts and Credit and Collection Policy. Seller, individually and in its capacity as Servicer, will (and will cause each Originator to) timely and fully
(i) perform and comply with all material provisions, covenants and other promises required to be observed by it under the Contracts related to the Receivables, and (ii) comply in all material respects with the Credit and Collection Policy
in regard to each Receivable and the related Contract. 

  

 18 









	(g)	Performance and Enforcement of each Receivables Sale Agreement. Seller will, and will require each Originator to, perform each of their respective obligations and
undertakings under and pursuant to each Receivables Sale Agreement, will purchase and acquire Receivables thereunder in strict compliance with the terms thereof and will, as vigorously as the Agent shall direct, enforce the rights and remedies
accorded to Seller as against each Originator under each Receivables Sale Agreement. Seller will take all actions to perfect and enforce its rights and interests (and the rights and interests of the Agent, the Managing Agents and the Purchasers as
assignees of Seller) under any Receivables Sale Agreement as the Agent may from time to time reasonably request, including, without limitation, making claims to which it may be entitled under any indemnity, reimbursement or similar
provision contained in any Receivables Sale Agreement. 

  

	(h)	Ownership. Seller will (or will cause the applicable Originator to) take all necessary action to 

  

	 	(i)	Transfers to Seller. Vest irrevocably in Seller, free and clear of any Adverse Claim other than Adverse Claims in favor of the Agent and the Purchasers:


  

	 	(A)	In the case of all Receivables other than UK Receivables, all legal and equitable title to such Receivables, and the Related Security and the Collections with respect thereto; and


  

	 	(B)	In the case of all UK Receivables, all equitable title to such Receivables, and the Related Security and the Collections with respect thereto. 

  

	 	(ii)	Transfers to the Agent and Purchasers. Establish and maintain, in favor of the Agent, for the benefit of the Purchasers, a valid and perfected first priority undivided
percentage ownership interest (and/or a valid and perfected first priority security interest) in the interests of Seller described in Section 7.1(h)(i) above in all Receivables, Related Security and Collections to the full extent
contemplated herein, free and clear of any Adverse Claims other than (A) Adverse Claims in favor of the Agent for the benefit of the Purchasers and (B) in the case of the UK Receivables, legal title retained by JD-UK, subject to
Section 7.1(h)(iii). 

  

	 	(iii)	Transfers of Legal Title. To the extent not previously transferred, vest legal title to all UK Receivables, and the Related Security and the Collections with respect thereto,
irrevocably in Seller and immediately thereafter irrevocably in the Agent for the benefit of the Purchaser or Purchasers, free and clear of any Adverse Claims, forthwith on the request of the Agent at any time following the making of a declaration
under Section 9.2 or the occurrence of an Amortization Event of the type specified in Section 9.1(d). 

  

 19 








 In furtherance of the foregoing, Seller will (or will cause the applicable Originator to) take such
actions as the Agent may reasonably request to perfect, protect or more fully evidence the interests contemplated above, including, without limitation, the filing of all financing statements or other similar instruments or documents necessary under
the UCC, English common law or any other applicable law of all appropriate jurisdictions and, following the making of a declaration under Section 9.2 or the occurrence of an Amortization Event of the type specified in
Section 9.1(d), the giving of notice to Obligors. 
  

	(i)	Purchasers’ Reliance. Seller acknowledges that the Purchasers are entering into the transactions contemplated by this Agreement in reliance upon Seller’s identity
as a legal entity that is separate from each Originator and each Affiliate and Subsidiary thereof other than Seller (each of the foregoing an “Originator Entity”). Therefore, from and after the date of execution and delivery of this
Agreement, Seller shall take all reasonable steps, including, without limitation, all steps that the Agent, any Managing Agent or any Purchaser may from time to time reasonably request, to maintain Seller’s identity as a separate legal entity
and to make it manifest to third parties that Seller is an entity with assets and liabilities distinct from those of each Originator Entity and not just a division of an Originator Entity. Without limiting the generality of the foregoing and in
addition to the other covenants set forth herein, Seller will: 

  

	 	(A)	conduct its own business in its own name and require that all full time employees of Seller, if any, identify themselves as such and not as employees of any Originator Entity
(including, without limitation, by means of providing appropriate employees with business or identification cards identifying such employees as Seller’s employees); 

  

	 	(B)	compensate all employees, consultants and agents (including audit and legal fees) directly, from Seller’s own funds, for services provided to Seller by such employees,
consultants and agents and, to the extent any employee, consultant or agent of Seller is also an employee, consultant or agent of any Originator Entity, allocate the compensation of such employee, consultant or agent between Seller and such
Originator Entity on a basis that reflects the services rendered to Seller and such Originator Entity; 

  

	 	(C)	clearly identify its offices (by signage or otherwise) as its offices and, if such office is located in the offices of any Originator Entity, Seller shall lease such office at a
fair market rent; 

  

 20 









	 	(D)	have a separate telephone number, which will be answered only in its name and separate stationery, invoices and checks in its own name; 

  

	 	(E)	conduct all transactions with each Originator Entity (including, without limitation, any delegation of its obligations hereunder as Servicer) strictly on an arm’s length basis,
allocate all overhead expenses (including, without limitation, telephone and other utility charges) for items shared between Seller and such Originator Entity on a basis reasonably related to actual use; 

  

	 	(F)	at all times have a Board of Directors consisting of not fewer than three members, at least one member of which is an Independent Director; 

  

	 	(G)	observe all corporate formalities as a distinct entity, and ensure that all corporate actions relating to (A) the selection, maintenance or replacement of the Independent
Director, (B) the dissolution or liquidation of Seller or (C) the initiation of, participation in, acquiescence in or consent to any bankruptcy, insolvency, reorganization or similar proceeding involving Seller, are duly authorized by
unanimous vote of its Board of Directors (including the Independent Director); 

  

	 	(H)	in addition to those books and records maintained as otherwise contemplated herein, maintain a set of Seller’s books and records separate from those of each Originator Entity
and otherwise readily identifiable as its own assets rather than assets of any Originator Entity; 

  

	 	(I)	in addition to the preparation of its financial statements as otherwise contemplated herein, prepare for itself financial statements separately from those of each Originator Entity
and insure that any consolidated financial statements of any Originator Entity that include Seller and that are filed with the Securities and Exchange Commission or any other governmental agency have notes clearly stating that Seller is a separate
corporate entity and that its assets will be available first and foremost to satisfy the claims of the creditors of Seller; 

  

	 	(J)	except as herein specifically otherwise provided, maintain the funds or other assets of Seller separate from, and not commingled with, those of any Originator Entity or any
Affiliate thereof and only maintain bank accounts or other depository accounts to which Seller alone is the account party, into which Seller alone makes deposits and from which Seller alone (or the Agent hereunder) has the power to make withdrawals;


  

 21 









	 	(K)	pay all of Seller’s operating expenses from Seller’s own assets (except for certain payments by any Originator Entity or other Persons pursuant to allocation arrangements
that comply with the requirements of this Section 7.1(i)); 

  

	 	(L)	operate its business and activities such that: it does not engage in any business or activity of any kind, or enter into any transaction or indenture, mortgage, instrument,
agreement, contract, lease or other undertaking, other than the transactions contemplated and authorized by the Transaction Documents; and does not create, incur, guarantee, assume or suffer to exist any indebtedness or other liabilities, whether
direct or contingent, other than (1) as a result of the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, (2) the incurrence of obligations under this Agreement,
(3) the incurrence of obligations, as expressly contemplated in any Receivable Sale Agreement, to make payment to the applicable Originator or transferor thereunder for the purchase of Receivables from such Originator or transferor under such
Receivables Sale Agreement, and (4) the incurrence of operating expenses in the ordinary course of business of the type otherwise contemplated by the Transaction Documents; 

  

	 	(M)	maintain its corporate charter in conformity with this Agreement, such that it does not amend, restate, supplement or otherwise modify its Certificate of Incorporation or By-Laws in
any respect that would impair its ability to comply with the terms or provisions of any of the Transaction Documents, including, without limitation, Section 7.1(i) of this Agreement; 

  

	 	(N)	maintain the effectiveness of, and continue to perform under each Receivables Sale Agreement and maintain the effectiveness of each Performance Undertaking, such that it does not
amend, restate, supplement, cancel, terminate or otherwise modify any Receivables Sale Agreement or the Performance Undertaking, or give any consent, waiver, directive or approval thereunder or waive any default, action, omission or breach under any
Receivables Sale Agreement or the Performance Undertaking or otherwise grant any indulgence thereunder, without (in each case) the prior written consent of the Agent and the Required Financial Institutions; 

  

 22 









	 	(O)	maintain its corporate separateness such that it does not merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a
series of transactions, and except as otherwise contemplated herein) all or substantially all of its assets (whether now owned or hereafter acquired) to, or acquire all or substantially all of the assets of, any Person, nor at any time create, have,
acquire, maintain or hold any interest in any Subsidiary. 

  

	 	(P)	maintain at all times the Minimum Net Worth and refrain from making any dividend, distribution, redemption of capital stock or payment of any subordinated indebtedness which would
cause the Minimum Net Worth to cease to be so maintained; and 

  

	 	(Q)	take such other actions as are necessary on its part to ensure that the facts and assumptions set forth in (i) the opinion letter issued by Jones Day, as counsel for Seller, in
connection with the effectiveness of this Agreement and relating to substantive consolidation issues and (ii) in the certificates accompanying such opinion letter, remain true and correct in all material respects at all times.


  

	(j)	Collections. Seller, individually and in its capacity as Servicer, will cause (1) all proceeds from all Lock-Boxes to be directly deposited by a Collection Bank into a
Collection Account and (2) each Lock-Box and Collection Account to be subject at all times to a Collection Account Agreement that is in full force and effect. Seller, in its capacity as Servicer, will satisfy and duly perform all conditions and
requirements set forth in Section 8.2. In the event any payments relating to Receivables are remitted directly to Seller or any Affiliate of Seller, Seller will remit (or will cause all such payments to be remitted) directly to a
Collection Bank and deposited into a Collection Account within two (2) Business Days following receipt thereof, and, at all times prior to such remittance, Seller will itself hold or, if applicable, will cause such payments to be held in trust
for the exclusive benefit of the Agent, the Managing Agents and the Purchasers. Seller will maintain exclusive ownership, dominion and control (subject to the terms of this Agreement) of each Lock-Box and Collection Account and shall not grant the
right to take dominion and control of any Lock-Box or Collection Account at a future time or upon the occurrence of a future event to any Person, except to the Agent as contemplated by this Agreement. 

  

	(k)	 Taxes. Seller will file all tax returns and reports required by law to be filed by it and will promptly pay all taxes and governmental charges at any time
owing, except those which are being contested in good faith by appropriate proceedings, provided that adequate reserves for such contested taxes have been established in accordance with GAAP and the relevant 



  

 23 









	 	 
governmental authority shall not have commenced any enforcement proceedings seeking recourse against any assets of Seller in respect of such contested taxes.
Seller will pay when due any taxes payable in connection with the Receivables, exclusive of taxes on or measured by income or gross receipts of the Conduits, the Agent, the Managing Agents or any Financial Institution. 



 

	(l)	[Reserved]. 

  

	(m)	Payment to Originators and Transferors. With respect to any Receivable purchased by Seller from any Originator, such sale or acquisition shall be effected under, and in
strict compliance with the terms of, the relevant Receivables Sale Agreement including, without limitation, the terms relating to the amount and timing of payments to be made to the applicable Originator in respect of the
purchase price for such Receivable. 

 Section 7.2 Negative Covenants of the Seller. Until the date on which the
Aggregate Unpaids have been indefeasibly paid in full and this Agreement terminates in accordance with its terms, the Seller hereby covenants that: 
  

	(a)	Name Change, Offices and Records. Seller will not make any changes to its name, jurisdiction of organization, identity or corporate structure (within the meaning of
Sections 9-502, 9-506 and 9-507 of any applicable enactment of the UCC) unless (i) at least forty-five (45) days prior to the effective date of any such change, Seller provides written notice thereof to the Agent,
(ii) at least ten (10) days prior to such effective date, Seller delivers to the Agent such financing statements (Forms UCC-1 and UCC-3), which the Agent or any Purchaser may reasonably request in connection therewith, (iii) at least
ten (10) days prior to such effective date, Seller has taken all other steps to ensure that the Agent, for the benefit of itself and the Purchasers, continues to have a first priority perfected ownership interest in the Receivables, the Related
Security related thereto and any Collections thereon and (iv) in the case of any change in its jurisdiction of organization, if requested by the Agent or any Managing Agent, such Person shall have received, prior to such change, evidence, which
may include an opinion of counsel, in each case in form and substance reasonably satisfactory to such Person, as to such incorporation and Seller’s valid existences and good standing and the perfection and preservation of priority of the
Agent’s ownership or security interest in, the Receivables, the Related Security and Collections. 

  

	(b)	Change in Payment Instructions to Obligors. Except as may be required by the Agent pursuant to Section 8.2(b), Seller will not add or terminate any bank as a
Collection Bank, or make any change in the instructions to Obligors regarding payments to be made to any Lock-Box or Collection Account, unless the Agent shall have received, at least ten (10) days before the proposed effective date therefor,
(i) written notice of such addition, termination or change and (ii) with respect to the addition of a Collection Bank or a Collection Account or Lock-Box, an executed Collection Account Agreement with respect to the new Collection Account
or Lock-Box; provided, however, that the Servicer may make changes in instructions to Obligors regarding payments if such new instructions require such Obligor to make payments to another existing Collection Account.


  

 24 









	(c)	Modifications to Contracts and Credit and Collection Policy. Seller will not, and will not permit any Originator to, make any change to the Credit and Collection Policy that
could adversely affect the collectibility of the Receivables or decrease the credit quality of any newly created Receivables. Except as provided in Section 8.2(c), the Servicer will not, and will not permit any Originator to, extend,
amend or otherwise modify the terms of any Receivable or any Contract related thereto other than in accordance with the Credit and Collection Policy. 

  

	(d)	Sales, Liens. Seller will not sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, or create or suffer to exist any
Adverse Claim upon (including, without limitation, the filing of any financing statement) or with respect to, any Receivable, Related Security or Collections, or upon or with respect to any Contract under which any Receivable arises, or any Lock-Box
or Collection Account, or assign any right to receive income with respect thereto (other than, in each case, the creation of the interests therein in favor of the Agent for the benefit of the Purchasers provided for herein), and Seller will defend
the right, title and interest of the Agent and the Purchasers in, to and under any of the foregoing property, against all claims of third parties claiming through or under Seller or any Originator. Seller shall not create or suffer to exist any
mortgage, pledge, security interest, encumbrance, lien, charge or other similar arrangement on any of its inventory, the sale, financing or lease of which gives rise to any Receivable. 

  

	(e)	Net Receivables Balance. At no time prior to the Amortization Date shall Seller permit the Net Receivables Balance to be less than an amount equal to 103% of the sum of
(i) the Aggregate Capital plus (ii) the Aggregate Reserves. 

  

	(f)	Receivables Sale Agreement Termination Date Determination. Seller will not designate the Termination Date (as defined in each Receivables Sale Agreement) under any
Receivables Sale Agreement, or send any written notice to any Originator in respect thereof, without the prior written consent of the Agent and the Required Financial Institutions, except with respect to the occurrence of such Termination Date
arising pursuant to Section 5.1(d) of any Receivables Sale Agreement. 

  

	(g)	Restricted Junior Payments. From and after the occurrence of any Amortization Event, Seller will not make any Restricted Junior Payment if, after giving effect thereto,
Seller would fail to meet its obligations set forth in Section 7.2(e). Seller will not make any Restricted Junior Payment if such payment would cause an Amortization Event or a Potential Amortization Event to occur or exist.


  

	(h)	Consolidations and Mergers. Seller shall not merge, consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of
transactions) all or substantially all of its assets (whether now owned or hereafter acquired), to or in favor of any Person, except as contemplated hereunder. 

  

 25 








 ARTICLE VIII 
 ADMINISTRATION AND COLLECTION 
 Section 8.1 Designation of Servicer. 
  

	(a)	The servicing, administration and collection of the Receivables shall be conducted by such Person (the “Servicer”) so designated from time to time in accordance
with this Section 8.1. Seller is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms of this Agreement. The Agent and the Required Financial Institutions may, at any time
following an Amortization Event, designate as Servicer any Person to succeed Seller or any successor Servicer. 

  

	(b)	Seller may delegate, and Seller hereby advises the Purchasers, each of the Managing Agents and the Agent that it has delegated, to each of the Originators, as sub-Servicers of the
Servicer under the authority and direction of the Servicer, certain of its duties and responsibilities as Servicer hereunder in respect of the Receivables originated by such Originator. Without the prior written consent of the Agent and the Required
Financial Institutions, Seller shall not be permitted to further delegate any of its duties or responsibilities as Servicer to any Person other than, with respect to certain Charged-Off Receivables, outside collection agencies in accordance with its
customary practices. If at any time the Agent and the Required Financial Institutions shall designate as Servicer any Person or Persons other than Seller, all duties and responsibilities theretofore delegated by Seller to any sub-Servicer (whether
an Originator or any other Person) may, at the discretion of the Agent and the Required Financial Institutions, be terminated forthwith on notice given by the Agent and the Required Financial Institutions to Seller. 

  

	(c)	Notwithstanding the foregoing subsection (b), (i) Seller shall be and remain primarily liable to the Managing Agents, the Agent and the Purchasers for the full and prompt
performance of all duties and responsibilities of the Servicer hereunder and (ii) the Managing Agents, the Agent and the Purchasers shall be entitled to deal exclusively with Seller in matters relating to the discharge by the Servicer of its
duties and responsibilities hereunder. The Managing Agents, the Agent and the Purchasers shall not be required to give notice, demand or other communication to any Person other than Seller in order for communication to the Servicer and its
sub-Servicers or other delegates with respect thereto to be accomplished. Seller, at all times that it is the Servicer, shall be responsible for providing any sub-Servicer or other delegate of the Servicer with any notice given to the Servicer under
this Agreement. 

 Section 8.2 Duties of Servicer. The Servicer shall take or cause to be taken all such actions as
may be necessary or advisable to collect each Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. 
  

	(a)	 The Servicer will instruct all Obligors to pay all Collections directly to a Lock-Box or Collection Account. The Servicer shall maintain in full force and effect at
all times during the term of this Agreement a Collection Account Agreement with each Collection Bank. In the case of any remittances received in any Lock-Box or Collection Account that shall have been identified, 



  

 26 









	 	 
to the satisfaction of the Servicer, to not constitute Collections or other proceeds of the Receivables or the Related Security, the Servicer shall promptly
remit such items to the Person identified to it as being the owner of such remittances. From and after the date the Agent delivers to any Collection Bank a Collection Notice pursuant to Section 8.3, the Agent may request that the
Servicer, and the Servicer thereupon promptly shall instruct all Obligors with respect to the Receivables, to remit all payments thereon to a new depositary account specified by the Agent and, at all times thereafter, Seller and the Servicer shall
not deposit or otherwise credit, and shall not permit any other Person to deposit or otherwise credit to such new depositary account any cash or payment item other than Collections. The Agent shall provide Seller a copy of each Collection Notice at
the time of, or promptly following, delivery of the same to a Collection Bank, provided, however that any failure to provide such copy shall not affect the validity or effectiveness of the Collection Notice.



  

	(b)	The Servicer shall administer the Collections in accordance with the procedures described herein and in Article II. The Servicer shall set aside and hold in trust for the
account of Seller and the Purchasers their respective shares of the Collections in accordance with Article II. The Servicer shall, upon the request of the Agent, segregate, in a manner acceptable to the Agent, all cash, checks and other
instruments received by it from time to time constituting Collections from the general funds of the Servicer or Seller prior to the remittance thereof in accordance with Article II. If the Servicer shall be required to segregate Collections
pursuant to the preceding sentence, the Servicer shall segregate and deposit with a bank designated by the Agent such allocable share of Collections of Receivables set aside for the Purchasers on the first Business Day following receipt by the
Servicer of such Collections, duly endorsed or with duly executed instruments of transfer. 

  

	(c)	The Servicer may, in accordance with the Credit and Collection Policy, extend the maturity of any Receivable or adjust the Outstanding Balance of any Receivable as the Servicer
determines to be appropriate to maximize Collections thereof; provided, however, that such extension or adjustment shall not alter the status of such Receivable as a Defaulted Receivable, Delinquent Receivable or Charged-Off Receivable
or limit the rights of the Managing Agents, the Agent or the Purchasers under this Agreement. Notwithstanding anything to the contrary contained herein, after the occurrence and during the continuance of an Amortization Event, the Agent, at the
direction of the Required Financial Institutions, shall have the absolute and unlimited right to direct the Servicer to commence or settle any legal action with respect to any Receivable or to foreclose upon or repossess any Related Security.


  

	(d)	 The Servicer shall hold in trust for Seller and the Purchasers all Records that (i) evidence or relate to the Receivables, the related Contracts and Related
Security or (ii) are otherwise necessary or desirable to collect the Receivables and shall, as soon as practicable upon demand of the Agent, deliver or make available to the Agent copies of all such Records at Servicer’s office, packaged
in a form capable of being removed with dispatch from such office. During the continuance of an Amortization Event, as soon as practicable upon demand of the Agent, the Servicer shall deliver or make available to the Agent the originals of all
Contracts related to the Receivables at Servicer’s office, packaged in a form capable of being removed with dispatch from such 



  

 27 









	 	 
office. The Servicer shall, as soon as practicable following receipt thereof turn over to Seller, or such Person as the Seller may direct the Servicer, any
cash collections or other cash proceeds received with respect to any obligations owing to Seller or any Originator which obligations do not constitute Receivables, including, without limitation, funds that represent payments in respect of any
Reconveyed Assets, PST or payments made in respect of services rendered in Canada by JD-Canada. The Servicer shall, from time to time at the request of any Purchaser, furnish to the Purchasers (promptly after any such request) a calculation of the
amounts set aside for the Purchasers pursuant to Article II. 


  

	(e)	Subject to the final sentence of this subsection (e), any payment by an Obligor in respect of any obligations owed by it to any Originator or Seller shall, except as otherwise
specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by the Agent, be applied (i) first, as a Collection of any Receivable of such Obligor (starting with the oldest such Receivable) and
(ii) then, after the reduction of the Outstanding Balance of all Receivables owing by such Obligor to zero, in respect of any other obligations of such Obligor owing to the Seller or any Originator (including, without limitation, any
obligations in respect of Reconveyed Assets, PST or any obligations in respect services rendered in Canada by JD-Canada). Any payment received not constituting Collections, Related Security or other proceeds of any Receivables shall not be applied
as a Collections or Related Security in accordance with the terms hereof and shall be paid by the Servicer to the Seller or such Person as the Seller may direct the Servicer promptly upon receipt. Notwithstanding the foregoing, an amount paid by an
Obligor in respect of any Canadian Receivables matching the amount of Seller’s or any Originator’s invoices to such Obligor shall be deemed to include payments in respect of PST and/or services rendered in Canada by JD-Canada if such
invoices specifically provided for PST and/or services rendered in Canada by JD-Canada. 

  

	(f)	Notwithstanding anything to the contrary herein, neither the Servicer nor any delegatee thereof (including any “Sub-Servicer” under any Receivables Sale Agreement) is
permitted to (nor has authority to) establish an office or other fixed place of business of the Agent, the Managing Agents or the Purchasers in Canada. To the extent any responsibilities of the Servicer hereunder involve or require the Servicer to
contract for, or conclude a contract in the name of, the Agent, the Managing Agents or the Purchasers, such servicing responsibility shall, except upon the consent of the Agent and the Managing Agents, be fulfilled solely by the Servicer or any
delegatee thereof only from a place of business in the United States. The Servicer may not, directly or indirectly, delegate such responsibility to any Person which is a resident of Canada or has a permanent establishment in Canada for purposes of
the Income Tax Act (Canada), except upon consent of the Agent and the Managing Agents, and in any event, any such Person to whom the Servicer delegates any such responsibility, shall, except upon the consent of the Agent and the Managing Agents,
only carry out such delegated responsibility from a place of business in the United States and shall not, in any manner whatsoever, carry out any such delegated responsibility in Canada. None of the functions, obligations or authority of the
Servicer shall be carried out in Canada without the consent of the Agent and the Managing Agents, except for incidental, ancillary, or immaterial functions that do not result in the Servicer, the Seller or the Purchasers carrying on business in
Canada for the purposes of the Income Tax Act (Canada). 

  

 28 








 Section 8.3 Collection Notices. The Agent is authorized at any time following (i) three
Business Days’ notice to the Seller (a “CN Advice”) or (ii) the occurrence and during the continuance of an Amortization Event, to date and to deliver to the Collection Banks the Collection Notices. The Agent shall, in any
CN Advice, identify the circumstance that shall have precipitated or resulted in its election to date and deliver the Collection Notices so as to provide the Seller an opportunity to submit any mitigating information (it being understood that the
election to date and deliver any Collection Notice, following due consideration of any mitigating information timely provided, shall be in the sole and absolute discretion of the Agent). Seller hereby transfers to the Agent for the benefit of the
Purchasers, effective when the Agent delivers such notice, the exclusive ownership and control of each Lock-Box and the Collection Accounts. In case any authorized signatory of Seller whose signature appears on a Collection Account Agreement shall
cease to have such authority before the delivery of such notice, such Collection Notice shall nevertheless be valid as if such authority had remained in force. Seller hereby authorizes the Agent, and agrees that the Agent shall be entitled to
(i) endorse Seller’s name on checks and other instruments representing Collections, (ii) enforce the Receivables, the related Contracts and the Related Security and (iii) take such action as shall be necessary or desirable to
cause all cash, checks and other instruments constituting Collections of Receivables to come into the possession of the Agent rather than Seller. The Agent shall provide Seller and Servicer a copy of each Collection Notice at the time of, or
promptly following, delivery of the same to a Collection Bank, provided, however that any failure to provide such copy shall not affect the validity or effectiveness of the Collection Notice. 
 Section 8.4 Responsibilities of Seller. Anything herein to the contrary notwithstanding, the exercise by the Agent, the Managing Agents and
the Purchasers of their rights hereunder shall not release the Servicer, any Originator or Seller from any of their duties or obligations with respect to any Receivables or under the related Contracts. The Purchasers shall have no obligation or
liability with respect to any Receivables or related Contracts, nor shall any of them be obligated to perform the obligations of Seller. 
 Section 8.5 Collateral Reports. The Servicer shall prepare and forward to the Agent: (i) on the second Monday of each month, or, if such day is not a Business Day, the next succeeding Business Day, a Monthly Report in
respect of the fiscal month of the Originators then most recently ended, and (ii) at such times as any Managing Agent shall reasonably request, a listing by Obligor of all Receivables together with an aging of such Receivables. The Servicer
shall provide, with each such report a summary of all Hedging Arrangements then in effect, in such reasonable detail as shall be satisfactory to the Managing Agents. The Agent shall promptly forward to each Managing Agent each Monthly Report it
receives from the Servicer pursuant to this Section 8.5. 
 Section 8.6 Servicing Fees. In consideration of
Seller’s agreement to act as Servicer hereunder, the Purchasers hereby agree that, so long as Seller shall continue to perform as Servicer hereunder, Seller or the sub-Servicers shall be permitted to retain out of the Collections received
during any Reporting Period, and to the extent of available funds as determined in accordance with Section 2.4, a fee (the “Servicing Fee”) on each Scheduled Settlement Date, in arrears for the immediately preceding
Reporting 

  

 29 








 
Period (or portion thereof), equal to 0.22% per annum of the average Outstanding Balance of the Receivables during such Reporting Period (or portion
thereof), as compensation for its servicing activities hereunder. 
 ARTICLE IX 
 AMORTIZATION EVENTS 
 Section 9.1 Amortization Events. The occurrence of
any one or more of the following events shall constitute an Amortization Event: 
  

	(a)	Any Seller Party shall fail (i) to make any payment or deposit required hereunder or under any other Transaction Document when due, or (ii) to perform or observe any term,
covenant or agreement hereunder (other than as referred to in clause (i) of this subsection (a) and Section 2.6 of this Agreement) and such failure shall continue for five (5) consecutive Business Days.


  

	(b)	Any representation, warranty, certification or statement made by any Seller Party in this Agreement, any other Transaction Document or in any other document delivered pursuant
hereto or thereto shall prove to have been incorrect in any material respect when made or deemed made. Notwithstanding the foregoing, a breach of any representation or warranty which relates solely to the eligibility or characteristics of any
Receivable shall not constitute an Amortization Event so long as Seller remains in compliance with Section 2.6. 

  

	(c)	(i) Failure of Seller to pay any Indebtedness when due; or the default by Seller in the performance of any term, provision or condition contained in any agreement under which any
such Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity; or any such Indebtedness of Seller 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 (ii) failure of JDI or any of its Subsidiaries or Affiliates to pay any Indebtedness when due in
an aggregate amount in excess of $25,000,000; or the default by JDI or any of its Subsidiaries or Affiliates in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is
governed, the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity; or any such Indebtedness of JDI or any of its Subsidiaries or Affiliates 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. 

  

	(d)	 (i) Any of Seller, the Performance Guarantor or any Originator shall generally not pay its debts as such debts become due or shall admit in writing its inability to
pay its debts generally or shall make a general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against any of Seller, the Performance Guarantor or any Originator seeking to adjudicate it bankrupt or
insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or 



  

 30 









	 	 
seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property;
provided, that in the case of an involuntary proceeding instituted against any such Person, the Amortization Date shall not occur or be declared by reason of such event unless such proceeding remains undismissed for a period of 30 days after
such proceeding is instituted or the affected Person at any time takes any action to consent to or acquiescence in the continuance of such proceeding; provided further that during such period, an Amortization Event shall exist and be
continuing for purposes of Section 6.2 and otherwise hereunder; or (iii) any of Seller or any Originator shall take any corporate action to authorize any of the actions set forth in clauses (i) or (ii) above in this
subsection (d). 


  

	(e)	Seller shall fail to comply with the terms of Section 2.6 hereof. 

  

	(f)	As at the end of any Reporting Period, any of the following shall occur, in each case as determined on the basis of the average of the applicable ratio for the last day of each of
the three Reporting Periods then most recently ended: 

  

	 	(i)	the Delinquency Ratio shall exceed 6.0%, or 

  

	 	(ii)	the Loss-to-Liquidation Ratio shall exceed 5.0%, or 

  

	 	(iii)	the Dilution Ratio shall exceed 7.5%. 

  

	(g)	A Change of Control shall occur. 

  

	(h)	(i) One or more final judgments for the payment of money shall be entered against Seller or (ii) one or more final judgments for the payment of money shall be entered against
any JDI on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall (i) individually or in the aggregate for all judgments then outstanding against JDI and any of its Affiliates
exceed an amount equal to $25,000,000, and (ii) continue unsatisfied and in effect for fifteen (15) consecutive days without a stay of execution. 

  

	(i)	Any of the following shall occur: (i) any “Termination Event” under and as defined in any Receivables Sale Agreement shall occur; (ii) the “Termination
Date” under and as defined in any Receivables Sale Agreement shall occur; or (iii) any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or shall otherwise be incapable of transferring,
Receivables to Seller under the Receivables Sale Agreement to which it is named as party. 

  

	(j)	This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable
obligation of Seller, or a material number of Obligors shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Agent for the benefit of the Purchasers shall cease to have a valid and
perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts. 

  


 31 









	(k)	JDI shall fail to perform or observe any term, covenant or agreement required to be performed by it under the Performance Undertaking, or the Performance Undertaking shall cease to
be effective or to be the legally valid, binding and enforceable obligation of JDI, or JDI shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability. 

  

	(l)	JDI shall at any time fail to perform or observe any of the terms or provisions set forth in Article V (Financial Covenants) of the Credit Agreement as in effect from time to time;
provided, that, for solely purposes of this Section 9.1(l) no amendment, modification or waiver after the date hereof of any term or provision set forth in Article V (Financial Covenants) (or any defined term used therein) of the
Credit Agreement shall be effective for purposes of this Section 9.1(l) without the consent of the Agent and the Required Financial Institutions. 

  

	(m)	Seller shall fail to maintain in full force and effect any Hedging Arrangement required under Section 1.5. 

 Section 9.2 Remedies. Upon the occurrence and during the continuation of an Amortization Event, the Agent may, or upon the direction of the
Required Financial Institutions shall, take any of the following actions: (i) replace the Person then acting as Servicer or direct the Servicer to replace any Person acting as sub-Servicer, (ii) declare the Amortization Date to have
occurred, whereupon the Amortization Date shall forthwith occur, without demand, protest or further notice of any kind, all of which are hereby expressly waived by Seller; provided, however, that upon the occurrence of an Amortization Event
described in Section 9.1(d)(ii) (except as contemplated in the proviso thereto), or of an actual or deemed entry of an order for relief with respect to Seller or any Originator under the Federal Bankruptcy Code, the Amortization Date
shall automatically occur, without demand, protest or any notice of any kind, all of which are hereby expressly waived by Seller, (iii) to the fullest extent permitted by applicable law, declare that the Default Fee shall accrue with respect to
any of the Aggregate Unpaids outstanding at such time, (iv) deliver the Collection Notices to the Collection Banks, and (v) notify Obligors of the Purchasers’ interest in the Receivables. The aforementioned rights and remedies shall
be without limitation, and shall be in addition to all other rights and remedies of the Agent, the Managing Agents and the Purchasers otherwise available under any other provision of this Agreement, by operation of law, at equity or otherwise, all
of which are hereby expressly preserved, including, without limitation, all rights and remedies provided under the UCC, all of which rights shall be cumulative. 
 ARTICLE X 
 INDEMNIFICATION 
 Section 10.1 Indemnities by the Seller. Without limiting any other rights that the Agent, the Managing Agents or any Purchaser may have hereunder or under applicable law, Seller hereby agrees to indemnify
(and pay upon demand to) the Agent, each Managing Agent, each Purchaser and each Eligible Counterparty and their respective assigns, officers, directors, agents and 

  

 32 








 
employees (each an “Indemnified Party”) from and against any and all damages, losses, claims, taxes, liabilities, out-of-pocket costs,
expenses and for all other amounts payable, including reasonable attorneys’ fees (which attorneys may be employees of the Agent, such Managing Agent or such Purchaser) and disbursements (all of the foregoing being collectively referred to as
“Indemnified Amounts”) awarded against or incurred by any of them arising out of or as a result of this Agreement or the acquisition, either directly or indirectly, by a Purchaser of an interest in the Receivables, excluding,
however, in all of the foregoing instances: 
  

	 	(w)	Indemnified Amounts to the extent a final judgment of a court of competent jurisdiction holds that such Indemnified Amounts resulted from gross negligence or willful misconduct on
the part of the Indemnified Party seeking indemnification; 

  

	 	(z)	Indemnified Amounts to the extent the same includes losses in respect of Receivables that are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of
the related Obligor; 

  

	 	(y)	taxes imposed by the jurisdiction in which such Indemnified Party’s principal executive office is located, on or measured by the overall net income of such Indemnified Party to
the extent that the computation of such taxes is consistent with the characterization for income tax purposes of the acquisition by the Purchasers of Purchaser Interests as a loan or loans by the Purchasers to Seller secured by the Receivables, the
Related Security, the Collection Accounts and the Collections; or 

  

	 	(z)	any Broken Funding Costs or Indemnified Amounts claimed by any Defaulting Financial Institution arising by reason of such Defaulting Financial Institution’s default hereunder;


 provided, however, that nothing contained in this sentence shall limit the liability of Seller or limit the recourse of the
Purchasers to Seller for amounts otherwise specifically provided to be paid by Seller in any provision of this Agreement other than this Section 10.1. Without limiting the generality of the foregoing indemnification, Seller shall
indemnify the Agent, the Managing Agents and the Purchasers for Indemnified Amounts (including, without limitation, losses in respect of uncollectible receivables, regardless of whether reimbursement therefor would constitute recourse to Seller)
resulting from: 
  

	 	(i)	any representation or warranty made by Seller, the Servicer or any Originator (or any officers of any such Person) under or in connection with this Agreement, any other Transaction
Document or any other information or report delivered by any such Person pursuant hereto or thereto, which shall have been false or incorrect when made or deemed made; 

  

	 	(ii)	 the failure by Seller, the Servicer or any Originator to comply with any applicable law, rule or regulation with respect to any Receivable or Contract related
thereto, or the nonconformity of any Receivable or Contract 



  

 33 









	 	 
included therein with any such applicable law, rule or regulation or any failure of any Originator or Seller to keep or perform any of its obligations,
express or implied, with respect to any Contract or the failure of Seller or Servicer to comply with the Credit and Collection Policy in regard to any Receivable or the related Contract; 


  

	 	(iii)	any failure of Seller, the Servicer or any Originator to perform its duties, covenants or other obligations in accordance with the provisions of this Agreement or any other
Transaction Document; 

  

	 	(iv)	any products liability, personal injury or damage suit, or other similar claim arising out of or in connection with merchandise, insurance or services that are the subject of any
Contract or any Receivable; 

  

	 	(v)	any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Receivable (including, without limitation, a defense
based on such Receivable or the related Contract not being a 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 the merchandise or service related
to such Receivable or the furnishing or failure to furnish such merchandise or services; 

  

	 	(vi)	the commingling of Collections of Receivables at any time with other funds; 

  

	 	(vii)	any investigation, litigation or proceeding related to or arising from this Agreement or any other Transaction Document, the transactions contemplated hereby, the use of the
proceeds of an Incremental Purchase or a Reinvestment, the ownership of the Purchaser Interests or any other investigation, litigation or proceeding relating to Seller, the Servicer or any Originator in which any Indemnified Party becomes involved
as a result of any of the transactions contemplated hereby; 

  

	 	(viii)	any inability to litigate any claim against any Obligor in respect of any Receivable as a result of such Obligor being immune from civil and commercial law and suit on the grounds
of sovereignty or otherwise from any legal action, suit or proceeding; 

  

	 	(ix)	any Amortization Event described in Section 9.1(d); 

  

	 	(x)	any failure of Seller to acquire and maintain legal and equitable title to, and ownership of any Receivable and the Related Security and Collections with respect thereto from each
Originator, free and clear of any Adverse Claim (except as created by the Transaction Documents in favor of the Agent and the Purchasers); or any failure of Seller to give reasonably equivalent value to each Originator under the relevant Receivables
Sale Agreement in consideration of the transfer by such Originator of any Receivable, or any attempt by any Person to void such transfer under statutory provisions or common law or equitable action; 

  

 34 









	 	(xi)	any failure to vest and maintain vested in the Agent for the benefit of the Purchasers, or to transfer to the Agent for the benefit of the Purchasers, legal and equitable title to,
and ownership of, a first priority perfected undivided percentage ownership interest (to the extent of the Purchaser Interests contemplated hereunder) or security interest in the Receivables, the Related Security and the Collections, free and clear
of any Adverse Claim (except as created by the Transaction Documents in favor of the Agent and the Purchasers); 

  

	 	(xii)	any action or omission by Seller, Servicer or any Originator which reduces or impairs the rights of the Agent, the Managing Agents or the Purchasers with respect to any Receivable
or the value of any such Receivable; 

  

	 	(xiii)	any attempt by any Person to void any Incremental Purchase or Reinvestment hereunder under statutory provisions or common law or equitable action; 

  

	 	(xiv)	the failure of any Receivable included in the calculation of the Net Receivables Balance as an Eligible Receivable to be an Eligible Receivable at the time so included;


  

	 	(xv)	any stamp duty, sales, excise, registration and other taxes (including any penalties, additions, fines, surcharges or interest relating thereto); provided that with respect
to stamp duty arising at any time, demand for indemnification under this Section 10.1 may be made only following the declaration or automatic occurrence of the Amortization Date in accordance with Section 9.2(ii);


  

	 	(xvi)	any failure to vest and maintain vested in the Agent for the benefit of the Purchasers, dominion and control, and a first priority perfected security interest, in any Collection
Account; and 

  

	 	(xvii)	the failure to pay when due any taxes which are an Originator’s responsibility to pay, including without limitation, GST, PST or other sales, excise or personal property taxes
payable in connection with the Receivables. 

 Any claim made by any Indemnified Party under this Section 10.1 shall be made in a
written notice to Seller, which notice shall set forth in reasonable detail a description of the basis for such claim. 
 Section 10.2
Indemnities by the Servicer. Without limiting any other rights that the Agent, the Managing Agents or any Purchaser may have hereunder or under applicable law, the Servicer hereby agrees to indemnify (and pay upon demand to) each Indemnified
Party for Indemnified Amounts awarded against or incurred by any of them arising out of the Servicer’s activities as Servicer hereunder excluding, however, in all of the foregoing instances: 
  

	 	(w)	Indemnified Amounts to the extent a final judgment of a court of competent jurisdiction holds that such Indemnified Amounts resulted from gross negligence or willful misconduct on
the part of the Indemnified Party seeking indemnification; 

  

 35 









	 	(z)	Indemnified Amounts to the extent the same includes losses in respect of Receivables that are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of
the related Obligor; 

  

	 	(y)	taxes imposed by the jurisdiction in which such Indemnified Party’s principal executive office is located, on or measured by the overall net income of such Indemnified Party to
the extent that the computation of such taxes is consistent with the characterization for income tax purposes of the acquisition by the Purchasers of Purchaser Interests as a loan or loans by the Purchasers to Seller secured by the Receivables, the
Related Security, the Collection Accounts and the Collections; or 

  

	 	(z)	any Broken Funding Costs or Indemnified Amounts claimed by any Defaulting Financial Institution arising by reason of such Defaulting Financial Institution’s default hereunder;


 provided, however, that nothing contained in this sentence shall limit the liability of Servicer or limit the recourse of the
Purchasers to Servicer for amounts otherwise specifically provided to be paid by Servicer in any provision of this Agreement other than this Section 10.2. Without limiting the generality of the foregoing indemnification, Servicer shall
indemnify the Agent, the Managing Agents and the Purchasers for Indemnified Amounts (including, without limitation, losses in respect of uncollectible receivables, regardless of whether reimbursement therefor would constitute recourse to Servicer)
resulting from: 
  

	 	(i)	any representation or warranty made by the Servicer (or any officers of any the Servicer) under or in connection with this Agreement, any other Transaction Document or any other
information or report delivered by any the Servicer pursuant hereto or thereto, which shall have been false or incorrect when made or deemed made; 

  

	 	(ii)	the failure by the Servicer to comply with any applicable law, rule or regulation with respect to any Receivable or Contract related thereto, or the nonconformity of any Receivable
or Contract included therein with any such applicable law, rule or regulation or the failure of Servicer to comply with the Credit and Collection Policy in regard to any Receivable or the related Contract; 

  

	 	(iii)	any failure of the Servicer to perform its duties, covenants or other obligations in accordance with the provisions of this Agreement or any other Transaction Document;


  

 36 









	 	(iv)	the commingling of Collections of Receivables at any time with other funds; 

  

	 	(v)	any investigation, litigation or proceeding related to or arising from this Agreement or any other Transaction Document or any other investigation, litigation or proceeding relating
to Servicer in which any Indemnified Party becomes involved as a result of any of the transactions contemplated hereby; 

  

	 	(vi)	any Amortization Event described in Section 9.1(d); 

  

	 	(vii)	any action or omission by Servicer which reduces or impairs the rights of the Agent, the Managing Agents or the Purchasers with respect to any Receivable or the value of any such
Receivable; 

  

	 	(viii)	the failure of any Receivable included in the calculation of the Net Receivables Balance as an Eligible Receivable to be an Eligible Receivable at the time so included; and


  

	 	(ix)	any stamp duty, sales, excise, registration and other taxes (including any penalties, additions, fines, surcharges or interest relating thereto); provided that with respect
to stamp duty arising at any time, demand for indemnification under this Section 10.2 may be made only following the declaration or automatic occurrence of the Amortization Date in accordance with Section 9.2(ii).


 Any claim made by any Indemnified Party under this Section 10.2 shall be made in a written notice to Servicer, which notice
shall set forth in reasonable detail a description of the basis for such claim. 
 Section 10.3 Increased Cost and Reduced
Return. 
  

	(a)	 If after the date hereof, any Funding Source shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or
regulation (including any applicable law, rule or regulation regarding capital adequacy), any accounting principles or any change in any of the foregoing, or any change in the interpretation or administration thereof by the Financial Accounting
Standards Board (“FASB”), any governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive having the force of law of any
such authority or agency other than the circumstances described in clause (b) below, (a “Regulatory Change”): (i) that subjects any Funding Source to any charge or withholding on or with respect to any Funding Agreement or
a Funding Source’s obligations under a Funding Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Funding Source of any amounts payable under any Funding Agreement (except for changes in the
rate of tax on the overall net income of a Funding Source or taxes excluded by Section 10.1 and Section 10.2) or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit
or similar requirement against assets of, deposits with or 



  

 37 









	 	 
for the account of a Funding Source, or credit extended by a Funding Source pursuant to a Funding Agreement or (iii) that imposes any other condition
the result of which is to increase the cost to a Funding Source of performing its obligations under a Funding Agreement, or to reduce the rate of return on a Funding Source’s capital as a consequence of its obligations under a Funding
Agreement, or to reduce the amount of any sum received or receivable by a Funding Source under a Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon
demand by the applicable Managing Agent, Seller shall pay to the applicable Managing Agent, for the benefit of the relevant Funding Source, such amounts charged to such Funding Source or such amounts reasonably calculated to otherwise compensate
such Funding Source for such increased cost or such reduction. 


  

	(b)	Notwithstanding anything in this Agreement to the contrary, if an Accounting Based Consolidation Event shall at any time occur, then, upon demand by the applicable Managing Agent,
Seller shall pay to the applicable Managing Agent, for the benefit of the relevant Affected Entity, such amounts as such Affected Entity reasonably determines will compensate or reimburse such Affected Entity for any resulting (i) fee, expense
or increased cost charged to, incurred or otherwise suffered by such Affected Entity, (ii) reduction in the rate of return on such Affected Entity’s capital or reduction in the amount of any sum received or receivable by such Affected
Entity or (iii) internal capital charge or other imputed cost determined by such Affected Entity to be allocable to Seller or the transactions contemplated by this Agreement or in connection therewith (collectively, “Accounting Based
Consolidation Event Charges”). Amounts under this Section 10.3(b) may be demanded at any time without regard to the timing of issuance of any financial statement by any Affected Entity. Upon and contemporaneously with any demand
for reimbursement of Accounting Based Consolidation Event Charges under this Section 10.3(b), the applicable Managing Agent shall deliver a certificate (a “Reimbursement Certificate”) to the Seller describing such
Accounting Based Consolidation Event Charges in reasonable detail. 

 Section 10.4 Other Costs and Expenses.

  

	(a)	 Seller shall pay to the Agent, the Managing Agents and the Conduits on demand all costs and out-of-pocket expenses in connection with the preparation, execution,
delivery and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation, the cost of auditors periodically auditing the books, records and procedures of
Seller and any Originator, reasonable fees and out-of-pocket expenses of legal counsel for each Conduit, each Managing Agent and the Agent (which such counsel may be employees of such Conduit, such Managing Agent or the Agent) with respect thereto
and with respect to advising each Conduit, each Managing Agent and the Agent as to their respective rights and remedies under this Agreement; provided that the liability of Seller in respect of the fees of legal counsel for each Conduit, each
Managing Agent and the Agent arising in connection with the preparation, execution, delivery and initial closing of this Agreement shall be limited in the manner set forth in Section 10.4(b) of this Agreement. Seller shall pay to the
Agent, each Managing Agent and each Purchaser on demand any and all costs and expenses of the Agent, such Managing Agent and the Purchasers, if any, including reasonable counsel fees and expenses in connection with the enforcement of this 



  

 38 









	 	 
Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the
administration of this Agreement following an Amortization Event. Any claim hereunder in respect of legal fees or other costs and expenses shall be made in a written notice to Seller, which notice shall be accompanied by the applicable invoice or
similar description in reasonable detail of the applicable legal services rendered and the costs and expenses incurred. 


  

	(b)	Seller shall reimburse the Agent and each Managing Agent on demand in respect of all reasonable auditing fees and out-of-pocket expenses incurred by the Agent, each Managing Agent,
any Purchaser or any Person on its behalf in connection with entering into this Agreement. Each such demand (an “Audit Reimbursement Demand”) shall be made in writing and shall be accompanied by invoices or other customary documents
describing the rendering of audit services or the incurrence of the applicable expenses. 

  

	(c)	With regard to audits hereafter conducted by or on behalf of the Agent, any Purchasers or any Managing Agent in respect of Seller and the Originators in connection with this
Agreement, it is understood that all audits shall be conducted by external auditors selected by the Agent and the Required Financial Institutions in their sole discretion, and the Seller shall reimburse the agent on each Audit Reimbursement Demand
in respect of all reasonable fees and out-of-pocket expenses incurred by the Agent, any Managing Agent, any Purchaser or any Person on its behalf in connection with any such audit. 

 Section 10.5 Liquidity Agreements. With respect to the rights of Funding Sources of the types set forth in this Article X or otherwise
in this Agreement, none of the Agent, any Managing Agent or any Conduit shall enter into any Liquidity Agreement which expands or purports to expand, as between the Funding Sources parties to such Liquidity Agreement and the Seller, the rights of
such Funding Sources as against the Seller beyond the scope of the express terms of this Agreement. 
 Section 10.6 Taxes.
Without limiting the generality of this Article X, all payments by Seller hereunder shall be made in full without set-off or counterclaim and free and clear of and without withholding or deduction for or on account of any present or future
taxes, duties or other charges, unless the withholding or deduction of such taxes or duties is required by law. In any such event, however, Seller shall (i) promptly notify the Agent, in writing, of such requirement, (ii) pay to the
relevant authorities the full amount required to be deducted or withheld (including the full amount required to be deducted or withheld from any additional amount paid to the Agent pursuant to this paragraph), (iii) promptly forward to the
Agent an official receipt (or a certified copy) evidencing such payment, and (iv) pay to the Agent such additional amounts as may be necessary in order that the net amount received by the Agent after such withholding or deduction shall equal
the full amounts of moneys which would have been received by the Agent in the absence of such withholding or deduction. Seller shall pay all stamp, transfer, registration, documentation, or other similar taxes payable in connection with this
Agreement and will keep the Agent indemnified against failure to pay the same. 
  

 39 








 ARTICLE XI 
 THE AGENTS 
 Section 11.1 Authorization and Action. Each Purchaser hereby designates and
appoints (i) BNS to act as Agent hereunder and under each other Transaction Document, and (ii) the Managing Agent in its Purchase Group to act as its Managing Agent hereunder and under each other Transaction Document, and authorizes the
Agent and such Purchaser’s Managing Agent, as the case may be, to take such actions as agent on its behalf and to exercise such powers as are delegated to the Agent or such Managing Agent by the terms of this Agreement and the other Transaction
Documents together with such powers as are reasonably incidental thereto. Neither the Agent nor the Managing Agents shall have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any
fiduciary relationship with any Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Agent or the Managing Agents shall be read into this Agreement or any other Transaction Document
or otherwise exist for the Agent or the Managing Agents. In performing their functions and duties hereunder and under the other Transaction Documents, (i) the Agent shall act solely as agent for the Purchasers, (ii) each Managing Agent
shall act solely as managing agent for the Conduit and Financial Institutions in its Purchase Group, and (iii) neither the Agent nor any Managing Agent shall be deemed to have assumed any obligation or relationship of trust or agency with or
for any Seller Party or any of such Seller Party’s successors or assigns, except as expressly provided herein. Neither the Agent nor any Managing Agent shall be required to take any action that exposes the Agent or such Managing Agent to
personal liability or that is contrary to this Agreement, any other Transaction Document or applicable law. The appointment and authority of the Agent and the Managing Agents hereunder shall terminate upon the indefeasible payment in full of all
Aggregate Unpaids. Each Purchaser hereby authorizes the Agent to execute each of the Uniform Commercial Code financing statements on behalf of such Purchaser (the terms of which shall be binding on such Purchaser). 
 Section 11.2 Delegation of Duties. The Agent and the Managing Agents may execute any of their respective duties under this Agreement and each
other Transaction Document by or through agents 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 agents or attorneys-in-fact selected and maintained by it with reasonable care. 
 Section 11.3 Exculpatory
Provisions. None of the Agent, the Managing Agents or any of their respective directors, officers, agents or employees shall be (i) liable for any action lawfully taken or omitted to be taken by it or them under or in connection with this
Agreement or any other Transaction Document (except for its, their or such Person’s own gross negligence or willful misconduct), or (ii) responsible in any manner to any of the Purchasers for any recitals, statements, representations or
warranties made by any Seller Party contained in this Agreement, any other Transaction Document or any certificate, report, statement or other document referred to or provided for in, or received under or in connection with, this Agreement, or any
other Transaction Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, or any other Transaction Document or any other document furnished in connection herewith or therewith, or for any
failure of any Seller Party to perform 

  

 40 








 
its obligations hereunder or thereunder, or for the satisfaction of any condition specified in Article VI, or for the perfection, priority, condition,
value or sufficiency of any collateral pledged in connection herewith. Neither the Agent nor any Managing Agent shall be under any obligation to any Purchaser to ascertain or to inquire as to the observance or performance of any of the agreements or
covenants contained in, or conditions of, this Agreement or any other Transaction Document, or to inspect the properties, books or records of the Seller Parties. Neither the Agent nor any Managing Agent shall be deemed to have knowledge of any
Amortization Event or Potential Amortization Event unless the Agent or such Managing Agent, as applicable, has received notice from Seller or a Purchaser. No Managing Agent shall have any responsibility hereunder to any Purchaser other than the
Purchasers in its Purchase Group. 
 Section 11.4 Reliance by Agents. 
  

	(a)	The Agent shall in all cases be entitled to rely, and shall be fully protected in relying, upon any document or conversation believed by it to be genuine and correct and to have
been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to Seller), independent accountants and other experts reasonably selected and maintained by the Agent.
The Agent shall in all cases 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, the Required Financial
Institutions or all of the Purchasers, as applicable, as it deems appropriate and it shall first be indemnified to its satisfaction by the Purchasers, provided that unless and until the Agent shall have received such advice, the Agent may
take or refrain from taking any action, as the Agent shall deem advisable and in the best interests of the Purchasers. The Agent shall in all cases be fully protected in acting, or in refraining from acting, in accordance with a request of the
Managing Agents, the Required Financial Institutions or all of the Purchasers, as applicable, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Purchasers. 

  

	(b)	Each Managing Agent shall in all cases be entitled to rely, and shall be fully protected in relying, upon any document or conversation believed by it to be genuine and correct and
to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to Seller), independent accountants and other experts selected by such Managing Agent. Each
Managing Agent shall in all cases 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 or the Purchasers in its related Purchase
Group, as it deems appropriate and it shall first be indemnified to its satisfaction by such Purchasers, provided that unless and until such Managing Agent shall have received such advice, such Managing Agent may take or refrain from taking any
action, as such Managing Agent shall deem advisable and in the best interests of the Purchasers in its related Purchase Group. Each Managing Agent shall in all cases be fully protected in acting, or in refraining from acting, in accordance with a
request of the Purchasers in its related Purchase Group, and such request and any action taken or failure to act pursuant thereto shall be binding upon all such Purchasers. 

  

 41 








 Section 11.5 Non-Reliance on Agents and Other Purchasers. Each Purchaser expressly
acknowledges that none of the Agent, the Managing Agents or any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates has made any representations or warranties to it and that no act by the Agent or any Managing
Agent hereafter taken, including, without limitation, any review of the affairs of any Seller Party, shall be deemed to constitute any representation or warranty by the Agent or such Managing Agent. Each Purchaser represents and warrants to the
Agent and the Managing Agents that it has and will, independently and without reliance upon the Agent, any Managing Agent or any other Purchaser and based on such documents and information as it has deemed appropriate, made its own appraisal of and
investigation into the business, operations, property, prospects, financial and other conditions and creditworthiness of Seller and made its own decision to enter into this Agreement, the other Transaction Documents and all other documents related
hereto or thereto. 
 Section 11.6 Reimbursement and Indemnification. The Financial Institutions agree to reimburse and indemnify
the Agent, and the Financial Institutions in each Purchase Group agree to reimburse the Managing Agent for such Purchase Group, and their respective officers, directors, employees, representatives and agents ratably according to their
(a) Percentages (in the case of any reimbursement and indemnity obligations owing to its Managing Agent) or (b) ratable shares of Purchase Limit (in the case of any reimbursement and indemnity obligations owing to the Agent), to the extent
not paid or reimbursed by Seller or Servicer (i) for any amounts for which the Agent, in its capacity as Agent, or any Managing Agent, acting in its capacity as a Managing Agent, is entitled to reimbursement by the Seller Parties hereunder and
(ii) for any other expenses incurred by the Agent, in its capacity as Agent, or any Managing Agent, acting in its capacity as a Managing Agent, and acting on behalf of its related Purchasers, in connection with the administration and
enforcement of this Agreement and the other Transaction Documents. 
 Section 11.7 Agents in their Individual Capacities. The
Agent, each Managing Agent and each of their respective Affiliates may make loans to, accept deposits from and generally engage in any kind of business with Seller or any Affiliate of Seller as though it were not the Agent or a Managing Agent
hereunder. With respect to the acquisition of Purchaser Interests pursuant to this Agreement, the Agent and each Managing Agent shall have the same rights and powers under this Agreement in its individual capacity as any Purchaser and may exercise
the same as though it were not the Agent or a Managing Agent, and the terms “Financial Institution,” “Purchaser,” “Financial Institutions” and “Purchasers” shall include the Agent
and each Managing Agent in its individual capacity. 
 Section 11.8 Successor Agent. The Agent may, upon thirty
(30) days’ notice to Seller and the Purchasers, and the Agent will, upon the direction of all of the Purchasers (other than the Agent, in its individual capacity) resign as Agent. Each Managing Agent may, upon thirty (30) days’
notice to Seller and the, the Agent and the Purchasers in its Purchase Group, and each Managing Agent will, upon the direction of all of the Purchasers in its Purchase Group (other than the Managing Agent, in its individual capacity), resign as a
Managing Agent. If the Agent shall resign, then the Required Financial Institutions during such thirty-day period shall appoint from among the Purchasers a successor Agent. If a Managing Agent shall resign, then the Required Financial Institutions
in its Purchase Group shall appoint a successor managing agent during such thirty-day period. If for any reason no successor Agent or Managing Agent is appointed by the Required Financial Institutions during such thirty-day period, then effective


  

 42 








 
upon the termination of such thirty day period, the Purchasers shall perform all of the duties of the Agent or a Managing Agent of its related Purchase Group
hereunder and under the other Transaction Documents and Seller and the Servicer (as applicable) shall make all payments in respect of the Aggregate Unpaids directly to the applicable Purchasers and for all purposes shall deal directly with the
Purchasers. After the effectiveness of any retiring Managing Agent’s or any Agent’s resignation hereunder as Managing Agent or Agent, the retiring Managing Agent or Agent shall be discharged from its duties and obligations hereunder and
under the other Transaction Documents and the provisions of this Article XI and Article X shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while it was Managing Agent or Agent
under this Agreement and under the other Transaction Documents. 
 Section 11.9 Agent as Security Trustee. Notwithstanding any
other provision contained in this Agreement or any other Transaction Document, the Agent shall hold any security interest granted hereunder in any Collection Account located in the United Kingdom as trustee (and not as agent ) for the Agent, the
Managing Agents, the Purchasers and the Eligible Counterparties but otherwise on the terms set forth herein. 
 ARTICLE XII 
 ASSIGNMENTS; PARTICIPATIONS; TERMINATING FINANCIAL INSTITUTIONS 
 Section 12.1 Assignments. 
  

	(a)	Seller and each Financial Institution hereby agree and consent to the complete or partial assignment by each Conduit of all or any portion of its rights under, interest in, title to
and obligations under this Agreement (i) to a Funding Source pursuant to a Liquidity Agreement, (ii) to any other multi-seller commercial paper conduit in respect of which a Managing Agent acts as administrative agent or in a similar
capacity if the Commercial Paper of such multi-seller conduit has the same or a higher rating by S&P and Moody’s as the Commercial Paper of the assigning Conduit, or (iii) with the prior written consent of Seller, to any other Person,
including, without limitation, any other multi-seller commercial paper conduit. Upon any such assignment, any such Conduit shall be released from its obligations so assigned. Further, Seller and each Financial Institution hereby agree that any
assignee of any Conduit of this Agreement or all or any of the Purchaser Interests of any Conduit shall have all of the rights and benefits under this Agreement as if the term “Conduit” explicitly referred to such party, and no such
assignment shall in any way impair the rights and benefits of the Conduit hereunder. Neither Seller nor the Servicer shall have the right to assign its rights or obligations under this Agreement. 

  

	(b)	 Any Financial Institution may at any time and from time to time assign to one or more Financial Persons (each a “Purchasing Financial Institution”)
all or any part of its rights and obligations under this Agreement pursuant to an assignment agreement, substantially in the form set forth in Exhibit VII hereto (an “Assignment Agreement”) executed by such Purchasing
Financial Institution and such selling Financial Institution. The consent of the Managing Agent for such Financial Institution’s Purchase Group shall be required prior to the effectiveness of any such assignment. The consent of Seller shall not
be required in 



  

 43 









	 	 
respect of any such assignment, provided that Seller shall have been given thirty-five (35) days’ prior written notice of such assignment in
the case of any assignment other than an assignment by a Financial Institution to one of its Affiliates. Each assignee of a Financial Institution must have a short-term debt rating of A-1 or better by S&P and P-1 by Moody’s. Upon delivery
of the executed Assignment Agreement to the Agent and the related Managing Agent, such selling Financial Institution shall be released from its obligations hereunder to the extent of such assignment. Thereafter the Purchasing Financial Institution
shall for all purposes be a Financial Institution party to this Agreement and shall have all the rights and obligations of a Financial Institution under this Agreement to the same extent as if it were an original party hereto and no further consent
or action by Seller, the Purchasers, the related Managing Agent or the Agent shall be required. 


  

	(c)	Any Conduit may, at any time and from time to time, and at no additional cost to Seller or JDI, enter into a Liquidity Agreement with any Person and to admit, by such joinder
agreement as such Conduit, the applicable Managing Agent and the Agent may agree to be appropriate, such Person as a Financial Institution hereunder. 

 Section 12.2 Participations. Any Financial Institution may, in the ordinary course of its business at any time sell to one or more Financial Persons (each a “Participant”) participating
interests in the Purchaser Interests of such Financial Institutions, or any other interest of such Financial Institution hereunder. Notwithstanding any such sale by a Financial Institution of a participating interest to a Participant, such Financial
Institution’s rights and obligations under this Agreement shall remain unchanged, such Financial Institution shall remain solely responsible for the performance of its obligations hereunder, and Seller, the Conduits, the Managing Agents and the
Agent shall continue to deal solely and directly with such Financial Institution in connection with such Financial Institution’s rights and obligations under this Agreement. Each Financial Institution agrees that any agreement between such
Financial Institution and any such Participant in respect of such participating interest shall not restrict such Financial Institution’s right to agree to any amendment, supplement, waiver or modification to this Agreement, except for any
amendment, supplement, waiver or modification described in Section 14.1(b)(i). The consent of Seller shall not be required in respect of any such sale of a participating interest, provided that (i) Seller shall have been given ten
(10) Business Days’ prior written notice of such sale in the case of any Participant that is not an Affiliate of a Financial Institution and (ii) if, as of the date of such sale, upon giving effect to such sale, such sale would not
give rise to any increased costs to Seller hereunder or to any obligation on the part of Seller to make any withholding in respect of any taxes in respect of payments to be made hereunder by Seller. 
 Section 12.3 Terminating Financial Institutions. 
  

	(a)	 Each Financial Institution hereby agrees to deliver written notice to the applicable Managing Agent and the Agent not more than 30 Business Days and not less than 5
Business Days prior to the Liquidity Termination Date indicating whether such Financial Institution intends to renew its Commitment hereunder. If any Financial Institution fails to deliver such notice on or prior to the date that is 5 Business Days
prior to the Liquidity Termination Date, such Financial Institution will be deemed to have 



  

 44 









	 	 
declined to renew its Commitment (each Financial Institution which has declined or has been deemed to have declined to renew its Commitment hereunder, a
“Non-Renewing Financial Institution”). The applicable Managing Agent shall promptly notify the related Conduit of each Non-Renewing Financial Institution and such Conduit, in its sole discretion, may to the extent of Commitment
Availability, declare that such Non-Renewing Financial Institution’s Commitment shall, to such extent, automatically terminate on a date specified by such Conduit on or before the Liquidity Termination Date. In addition, such Conduit may, with
the consent of the Seller, at any time to the extent of Commitment Availability, declare that the Commitment of any Financial Institution that ceases to have a short-term debt rating of A-1 or better by S&P and P-1 by Moody’s (an
“Affected Financial Institution”) shall automatically terminate on a date specified by such Conduit (each Affected Financial Institution or each Non-Renewing Financial Institution is hereinafter referred to as a “Terminating
Financial Institution”). The parties hereto expressly acknowledge that any declaration of the termination of any Commitment pursuant to this Section 12.3 and the order of priority of any such termination or assignment among
Terminating Financial Institutions shall be made by the Conduits in their sole and absolute discretion. 


  

	(b)	Upon reduction to zero of the Capital of all of the Purchaser Interests of a Terminating Financial Institution (after application of Collections thereto pursuant to Sections 2.2
and 2.3) all rights and obligations of such Terminating Financial Institution hereunder shall be terminated and such Terminating Financial Institution shall no longer be a “Financial Institution” hereunder; provided,
however, that the provisions of Article X shall continue in effect for its benefit with respect to Purchaser Interests held by such Terminating Financial Institution prior to its termination as a Financial Institution.


 Section 12.4 Additional Purchase Groups. Upon the Seller’s request, an additional Purchase Group may be
added to this Agreement at any time by execution and delivery of a Joinder Agreement by the members of such proposed additional Purchase Group, the Seller, the Servicer, the Agent and each of the Managing Agents, and execution and delivery of a
reaffirmation of the Performance Undertaking, which execution and delivery shall not unreasonably be refused by such parties. Upon the effective date of such Joinder Agreement, (i) each Person identified therein as a “Conduit” shall
become a party hereto as the Conduit for such Purchase Group, entitled to the rights and subject to the obligations of a Conduit hereunder, (ii) each Person identified therein as a “Financial Institution” shall become a party hereto
as a Financial Institution and a member of such Purchase Group, entitled to the rights and subject to the obligations of a Financial Institution hereunder, (iii) each Person identified therein as a “Managing Agent” shall become a
party hereto as the Managing Agent for such Purchase Group, entitled to the rights and subject to the obligations of a Managing Agent hereunder, and (iv) the Purchase Limit shall be increased by an amount equal to the aggregate Commitments of
the Financial Institutions party to such Joinder Agreement. 
 Section 12.5 Withholding Tax Exemption. 
  

	(a)	 At least five (5) Business Days prior to the first date on which any amount is payable hereunder for the account of any Purchaser, each Purchaser that is not a
“United States person” for United States federal income tax purposes agrees that it will 



  

 45 









	 	 
deliver to each of Seller and the related Managing Agent a copy of a completed United States Internal Revenue Service Form W-8BEN, W-8ECI or W-8IMY with all
necessary attachments or applicable successor forms, certifying in each case that such Purchaser is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes. Each such Purchaser
further undertakes to deliver to each of Seller and the related Managing Agent a copy of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the
most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by Seller or the related Managing Agent, in each case certifying that such Purchaser is entitled to receive payments
under this Agreement without deduction or withholding of any United States federal income taxes, unless any change in any treaty, law or regulation has occurred prior to the date on which any such delivery would otherwise be required which renders
all such forms inapplicable or which prevents such Purchaser from duly completing and delivering any such form with respect to it and such Purchaser advises Seller and the related Managing Agent that it is not capable of receiving payments without
any deduction or withholding of United States federal income tax. 


  

	(b)	Each Purchaser that is not a “United States person” for U.S. federal income tax purposes agrees to indemnify and hold Seller, the Managing Agents, the Purchasers and the
Agent harmless in respect of any loss, cost or expense incurred by Seller, any Managing Agent or the Agent as a result of, and agrees that, notwithstanding any other provision hereof, payments hereunder to such Purchaser may be subject to deduction
or withholding without indemnification by Seller for, any United States federal income taxes, penalties, interest and other costs and losses incurred or payable by Seller, any Managing Agent or the Agent as a result of, (i) such
Purchaser’s failure to submit any form that is required pursuant to this Section 12.5 or (ii) Seller’s, any Managing Agent’s, any Purchaser’s or the Agent’s reliance on any form that such Purchaser has
provided pursuant to this Section 12.5 that is determined to be inaccurate in any material respect. 

 ARTICLE XIII

 RESERVED 
 ARTICLE XIV

 MISCELLANEOUS 
 Section 14.1 Waivers and Amendments. 
  

	(a)	No failure or delay on the part of the Agent, any Managing Agent or any Purchaser 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. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given. 

  

 46 









	(b)	No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). The
Conduits, Seller and the Agent, at the direction of the Required Financial Institutions, may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or waiver shall:


  

	 	(i)	without the consent of each affected Purchaser, (A) extend the Facility Termination Date or the date of any payment or deposit of Collections by Seller or the Servicer,
(B) reduce the rate or extend the time of payment of Yield or any CP Costs (or any component of Yield or CP Costs), (C) reduce any fee payable to any Managing Agent for the benefit of the Purchasers, (D) except pursuant to Article
XII hereof, change the amount of the Capital of any Purchaser, any Financial Institution’s Percentage, any Purchase Group’s Pro Rata Share or any Financial Institution’s Commitment, (E) amend, modify or waive any provision of
the definition of Required Financial Institutions or this Section 14.1(b), (F) consent to or permit the assignment or transfer by Seller of any of its rights and obligations under this Agreement, (G) change the definition of
“Eligible Receivable,” “Loss Reserve,” “Loss Reserve Floor” or “Loss Percentage,” “Dilution Reserve,” “Dilution Ratio,”
“Loss-to-Liquidation Ratio” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the
intention of the restrictions set forth in such clauses; 

  

	 	(ii)	without the written consent of any then Agent or Managing Agents, amend, modify or waive any provision of this Agreement if the effect thereof is to affect the rights or duties of
such Agent or Managing Agent; or 

  

	 	(iii)	without the consent of each affected Program F/X Counterparty, (A) amend any of Section 2.2, Section 2.3, Section 2.4 or
Section 14.14(b) in a way which materially and adversely effects the interests of such Program F/X Counterparty or (B) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in
clause (A) above in a manner that would circumvent the intention of the restrictions set forth in such clauses. 

 Notwithstanding the
foregoing, without the consent of the Financial Institutions, but with the consent of Seller and the related Managing Agent, the Agent may amend this Agreement solely to add additional Persons as Financial Institutions hereunder. Any modification or
waiver made in accordance with this Section 14.1 shall apply to each of the Purchasers equally and shall be binding upon Seller, the Purchasers, the Managing Agents and the Agent. 
  

 47 








 Section 14.2 Notices. Except as provided in this Section 14.2, all communications
and notices provided for hereunder shall be in writing (including bank wire, telecopy or electronic facsimile transmission or similar writing) and shall be given to the other parties hereto at their respective addresses or telecopy numbers set forth
on the signature pages hereof or at such other address or telecopy number as such Person may hereafter specify for the purpose of notice to each of the other parties hereto. Each such notice or other communication shall be effective if given by
telecopy, upon the receipt thereof, if given by mail, three (3) Business Days after the time such communication is deposited in the mail with first class postage prepaid or if given by any other means, when received at the address specified in
this Section 14.2. Seller hereby authorizes the Agent and each Managing Agent to effect purchases and each Managing Agent to make Tranche Period and Discount Rate selections based on telephonic notices made by any Person whom such
Managing Agent in good faith believes to be acting on behalf of Seller. Seller agrees to deliver promptly to the Agent and each Managing Agent a written confirmation of each telephonic notice signed by an authorized officer of Seller;
provided, however, the absence of such confirmation shall not affect the validity of such notice. If the written confirmation differs from the action taken by the Agent or any Managing Agent, the records of the Agent or such Managing
Agent shall govern absent manifest error. 
 Section 14.3 Ratable Payments. If any Purchaser, whether by setoff or otherwise, has
payment made to it with respect to any portion of the Aggregate Unpaids owing to such Purchaser (other than payments received pursuant to Section 10.3 or 10.4) in a greater proportion than that received by any other Purchaser
entitled to receive a ratable share of such Aggregate Unpaids, such Purchaser agrees, promptly upon demand, to purchase for cash without recourse or warranty a portion of such Aggregate Unpaids held by the other Purchasers so that after such
purchase each Purchaser will hold its ratable proportion of such Aggregate Unpaids; provided that if all or any portion of such excess amount is thereafter recovered from such Purchaser, such purchase shall be rescinded and the purchase price
restored to the extent of such recovery, but without interest. 
 Section 14.4 Protection of Ownership Interests of the
Purchasers. 
  

	(a)	Seller agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary, or that any
Managing Agent may reasonably request, to perfect, protect or more fully evidence the Purchaser Interests with respect to Receivables, the Collections and the Related Security, or to enable the Agent, the Managing Agents or the Purchasers to
exercise and enforce their rights and remedies hereunder. At any time upon the occurrence of an Amortization Event and during the continuation thereof, the Agent may, or the Agent may direct Seller or the Servicer or may direct Servicer to direct
any sub-Servicer to, notify the Obligors of Receivables, at the Seller’s expense, of the ownership or security interests of the Purchasers under this Agreement and may also direct that payments of all amounts due or that become due under any or
all Receivables be made directly to the Agent or its designee. Seller or the Servicer (as applicable) shall, at any Purchaser’s request, withhold the identity of such Purchaser in any such notification. 

  

	(b)	 If Seller or Servicer fails to perform any of its obligations hereunder, the Agent, any Managing Agent or any Purchaser may (but shall not be required to) perform,
or cause performance of, such obligations, and the Agent’s, such Managing Agent’s or such 



  

 48 









	 	 
Purchaser’s costs and expenses incurred in connection therewith shall be payable by Seller as provided in Section 10.4. Seller irrevocably
authorizes the Agent at any time and from time to time in the sole discretion of the Agent, and appoints the Agent as its attorney-in-fact, to act on behalf of Seller (i) following a failure on the part of Seller to execute the financing
statements referred to below on its own behalf, to execute on behalf of Seller as debtor and to file financing statements or certificates of registration necessary or desirable in the Agent’s sole discretion to perfect and to maintain the
perfection and priority of the interest of the Purchasers in the Receivables (including, for administrative convenience, financing statements with respect to the Seller describing the collateral covered by any such UCC-1 financing statement as
“all assets” or language similar thereto) and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement or certificates of registration with respect to the Receivables as a financing
statement in such offices as the Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the interests of the Purchasers in the Receivables. This appointment is coupled with an interest and
is irrevocable. 


  

	(c)	Seller agrees to issue and deliver to the Agent and the Managing Agents such written evidence of assignment of any one or more of the Receivables as the Agent or such Managing Agent
may from time to time reasonably request upon determination by the Agent such Managing Agent that (i) such written evidence is necessary or desirable for purposes of adducing the transfer of the Purchaser Interests in such Receivable or
Receivables under or pursuant to this Agreement in evidence in any proceeding involving such Receivable or Receivables before any court and (ii) either (A) the production of such a written evidence of assignment is reasonably likely to
reduce any stamp duty otherwise payable or (B) the stamp duty does not apply with respect to such written evidence of assignment. 

 Section 14.5 Confidentiality. 
  

	(a)	Seller, Servicer and each Purchaser shall maintain and shall cause each of its employees and officers to maintain the confidentiality of this Agreement and the other confidential or
proprietary information with respect to the Agent, each Managing Agent and the Conduits and their respective businesses obtained by it or them in connection with the structuring, negotiating and execution of the transactions contemplated herein,
except that Seller, Servicer and such Purchaser and its officers and employees may disclose such information to Seller’s, Servicer’s and such Purchaser’s external accountants and attorneys and as required by any applicable law or
order of any judicial or administrative proceeding. 

  

	(b)	 Each Purchaser, each Managing Agent and the Agent shall maintain and shall cause each of its employees and officers to maintain the confidentiality of nonpublic
proprietary information with respect to Seller, the Servicer and any Originator and their respective businesses obtained by it or them in connection with the structuring, negotiating and execution of the transactions contemplated herein. Anything
herein to the contrary notwithstanding, each of Seller and Servicer hereby consent to the disclosure of any nonpublic information with respect to it and any of the Originators (under authority granted by the 



  

 49 









	 	 
Originators) (i) to the Agent, the Managing Agents, the Financial Institutions or the Conduits by each other and (ii) by the Agent or the Managing
Agents to any rating agency, or provider of a surety, guaranty or credit or liquidity enhancement to any Conduit or any entity organized for the purpose of purchasing, or making loans secured by, financial assets for which BNS acts as the
administrative agent and to any officers, directors, employees, outside accountants and attorneys of any of the foregoing. In addition, the Purchasers, the Managing Agents and the Agent may disclose any such nonpublic information pursuant to any
law, rule, regulation, direction, request or order of any judicial, administrative or regulatory authority or proceedings (whether or not having the force or effect of law). The Agent, the Managing Agents or the Purchasers may disclose any nonpublic
information with respect to any of Seller or its Affiliates to any prospective assignee or participant of any of them or to any Commercial Paper dealer, with the prior written consent of JDI, provided that the Agent, the Managing Agents and
the Purchasers may disclose any nonpublic information to any such Person , without the consent of Seller, any Originator or any other Person, if such information is presented on a portfolio basis, does not explicitly refer to Seller, its Affiliates
or the Obligors, and does not disclose specific financial information in respect of any Originator. 


 Section 14.6
Bankruptcy Petition. Seller, the Servicer, each Managing Agent and the Agent and each Financial Institution hereby covenants and agrees that, prior to the date that is one year and one day after the payment in full of all outstanding senior
indebtedness of any Conduit it will not institute against, or join any other Person in instituting against, such Conduit or any such entity any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar
proceeding under the laws of the United States or any state of the United States. 
 Section 14.7 Limitation of Liability. Except
with respect to any claim arising out of the willful misconduct or gross negligence of any Conduit, any Managing Agent, the Agent or any Financial Institution, no claim may be made by any of Seller, Servicer or any other Person against any Conduit,
any Managing Agent, the Agent or any Financial Institution or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect of any claim for breach of
contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and each of Seller and Servicer hereby waives, releases, and
agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. 
 Section 14.8 CHOICE OF LAW. THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAWS BUT OTHERWISE WITHOUT REGARD
TO CONFLICTS OF LAW PRINCIPLES). 
 Section 14.9 CONSENT TO JURISDICTION. SELLER AND SERVICER HEREBY IRREVOCABLY SUBMIT TO THE
NON EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE COURT SITTING IN NEW YORK, NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT 

  

 50 








 
OR ANY DOCUMENT EXECUTED BY SUCH PERSONS PURSUANT TO THIS AGREEMENT AND SELLER AND SERVICER HEREBY IRREVOCABLY AGREE THAT ALL CLAIMS IN RESPECT OF SUCH
ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION THEY MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN
INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE AGENT, ANY MANAGING AGENT OR ANY PURCHASER TO BRING PROCEEDINGS AGAINST SELLER OR SERVICER IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY SELLER OR SERVICER AGAINST
THE AGENT, ANY MANAGING AGENT OR ANY PURCHASER OR ANY AFFILIATE OF THE AGENT, ANY MANAGING AGENT OR ANY PURCHASER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT OR ANY DOCUMENT
EXECUTED BY SELLER OR SERVICER PURSUANT TO THIS AGREEMENT SHALL BE BROUGHT ONLY IN A COURT IN NEW YORK, NEW YORK. 
 Section 14.10
WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED
WITH THIS AGREEMENT, ANY DOCUMENT EXECUTED BY ANY SELLER PARTY PURSUANT TO THIS AGREEMENT OR THE RELATIONSHIP ESTABLISHED HEREUNDER OR THEREUNDER. 
 Section 14.11 Integration; Binding Effect; Termination of Agreement; Survival of Terms. 
  

	(a)	This Agreement and each other Transaction Document contain 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. 

  

	(b)	This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This
Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until the date following the Facility Termination Date on which all of the Aggregate
Unpaids shall have been reduced to zero, on which date this Agreement shall terminate; provided, however, that (i) the rights and remedies with respect to (A) any breach of any representation and warranty made by Seller
pursuant to Article V, (B) the indemnification and payment provisions of Article X (other than as provided in clause (ii) below), shall be continuing and shall survive any termination of this Agreement until the date which
occurs 367 days after the date this Agreement shall have terminated and (iii) the rights and remedies with respect to (A) Sections 14.5, 14.6 and 14.15 and (B) the indemnification provisions of
Section 10.1 and 10.2 relating to any event or circumstance of the type described in clause (iv), (vii), (ix) or (xiii) thereof shall be continuing and shall survive any termination of this
Agreement. 

  

 51 








 Section 14.12 Counterparts; Severability; Section References. 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. Any provisions
of this Agreement which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such
prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Unless otherwise expressly indicated, all references herein to “Article,” “Section,”
“Schedule” or “Exhibit” shall mean articles and sections of, and schedules and exhibits to, this Agreement. 
 Section 14.13 Agent Roles. 
  

	(a)	BNS. Each of the Financial Institutions acknowledges that BNS acts, or may in the future act, (i) as Agent for the Purchasers, (ii) as Managing Agent for Liberty
Street Funding LLC (“Liberty”) or any Financial Institution in BNS’s Purchase Group, (iii) as issuing and paying agent for Liberty’s Commercial Paper, (iv) to provide credit or liquidity enhancement for the
timely payment for Liberty’s Commercial Paper and (v) to provide other services from time to time for any of the Purchasers, any Financial Institution, Seller, the Originators and Affiliates (collectively, the “BNS
Roles”). Without limiting the generality of this Section 14.13, each Financial Institution hereby acknowledges and consents to any and all BNS Roles and agrees that in connection with any BNS Role, BNS may take, or refrain from
taking, any action that it, in its discretion, deems appropriate, including, without limitation, in its role as administrative agent for Liberty, and the giving of notice to the Agent of a mandatory purchase pursuant to a Liquidity Agreement.


  

	(b)	Managing Agent Institution Roles. Each of the Financial Institutions acknowledges that each Person that serves as a Managing Agent hereunder (a “Managing Agent
Institution”) acts, or may in the future act, (i) as Managing Agent for one or more Conduits, (ii) as issuing and paying agent for each such Conduit’s Commercial Paper, (iii) to provide credit or liquidity enhancement
for the timely payment for each such Conduit’s Commercial Paper and (iv) to provide other services from time to time for some or all of the Conduits (collectively, the “Managing Agent Institution Roles”). Without limiting
the generality of this Section 14.13(b), each Financial Institution hereby acknowledges and consents to any and all Managing Agent Institution Roles and agrees that in connection with any Managing Agent Institution Role, the applicable
Managing Agent Institution may take, or refrain from taking, any action that it, in its discretion, deems appropriate, including, without limitation, in its role as administrative agent for the related Conduit. 

  

 52 








 Section 14.14 Characterization. 
  

	(a)	It is the intention of the parties hereto that each purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase shall provide the
applicable Purchaser with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to Seller; provided,
however, that (i) Seller shall be liable to each Purchaser, each Managing Agent and the Agent for all representations, warranties, covenants and indemnities made by Seller pursuant to the terms of this Agreement, and (ii) such sale
does not constitute and is not intended to result in an assumption by any Purchaser, any Managing Agent or the Agent or any assignee thereof of any obligation of Seller or any Originator or any other person arising in connection with the
Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or any Originator. 

  

	(b)	In addition to any ownership interest which the Agent and the Purchasers may from time to time acquire pursuant hereto, Seller hereby grants to the Agent for the ratable benefit of
the Purchasers and the Program F/X Counterparties a valid and perfected security interest in all of Seller’s right, title and interest in, to and under all Receivables now existing or hereafter arising, the Collections, each Lock-Box, each
Collection Account, all Related Security, all other rights and payments relating to such Receivables, and all proceeds of any thereof prior to all other liens on and security interests therein to secure the prompt and complete payment of the
Aggregate Unpaids. The Agent, the Purchasers and the Program F/X Counterparties shall have, in addition to the rights and remedies that they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC
and other applicable law, which rights and remedies shall be cumulative. 

 Section 14.15 Excess Funds.
Notwithstanding any provisions contained in this Agreement to the contrary, no Conduit shall be obligated to pay any amount pursuant to this Agreement unless (i) such Conduit has received funds which may be used to make such payment and which
funds are not required to repay Commercial Paper when due and (ii) after giving effect to such payment, either (x) there is sufficient liquidity availability (determined in accordance with the program documents governing such
Conduit’s securitization program) under all of such Conduit’s liquidity facilities to pay the face amount of all outstanding Commercial Paper when due or (y) all Commercial Paper of such Conduit is paid in full. Any amount which any
Conduit does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section 101(5) of the Federal Bankruptcy Code) against or corporate obligation of such Conduit for any such insufficiency
unless and until such Conduit satisfies the provisions of clauses (i) and (ii) above. 
 Section 14.16
Amendment and Restatement. 
  

	(a)	This Agreement amends and restates in its entirety the Second Amended and Restated Agreement. Upon the effectiveness of this Agreement, the terms and provisions of the Second
Amended and Restated Agreement shall, subject to this Section 14.15, be superseded hereby. 

  

 53 









	(b)	Notwithstanding the amendment and restatement of the Second Amended and Restated Agreement by this Agreement: 

  

	 	(i)	each Purchaser Interest existing on the date hereof under the Second Amended and Restated Agreement shall continue in effect as a Purchaser Interest hereunder, without any transfer,
conveyance, diminution or other modification thereto or effect thereon occurring or being deemed to occur by reason of the amendment and restatement of the Second Amended and Restated Agreement hereby; and 

  

	 	(ii)	Seller shall continue to be liable to the Purchasers and the Agent with respect to (A) all “Obligations” accrued to the date hereof under the Second Amended and
Restated Agreement and (B) all agreements on the part of the Seller under the Second Amended and Restated Agreement to indemnify any of the Purchasers or the Agent in connection with events or conditions arising or existing prior to the
effective date of this Agreement, including, but not limited to, those events and conditions set forth in Article X thereof. 

  

	(c)	This Agreement is given in substitution for the Second Amended and Restated Agreement and not as payment of any of the obligations of Seller thereunder, and is in no way intended to
constitute a novation of the Second Amended and Restated Agreement. Nothing contained herein is intended to amend, modify or otherwise affect any obligation of Seller, Servicer, any Originator or JDI (in respect of its obligations under any
Performance Undertaking) existing prior to the date hereof. 

  

	(d)	Upon the effectiveness of this Agreement, each reference to the Second Amended and Restated Agreement in any other document, instrument or agreement executed and/or delivered in
connection therewith shall mean and be a reference to this Agreement unless the context otherwise requires. 

  

	(e)	Upon the effectiveness of this Agreement, the terms of this Agreement shall govern all aspects of the facility contemplated herein, including, without limitation, the eligibility of
Receivables purchased under the Second Amended and Restated Agreement and any settlements to be made with respect thereto. 

 Section 14.17 Consents to Amendment and Restatement. By execution of this Agreement, each Purchasers, each Managing Agent and the Agent hereby consent to the amendment and restatement on the date hereof of (i) the
Receivables Sale Agreement between the Seller and JDI and (ii) the Performance Undertaking. 
 [SIGNATURE PAGES FOLLOW] 
  

 54 








 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered by their
duly authorized signatories as of the date hereof. 
  

			
	JWPR CORPORATION, as Seller and Servicer
		
	By:	 	 /s/ William A. Uelmen

	Name:	 	William A. Uelmen
	Title:	 	President



			
		
	Address:	 	JWPR Corporation
		 	c/o M&I Portfolio Services Inc.
		 	3993 Howard Hughes Parkway, Suite 100
		 	Las Vegas, NV 89109



			
		
	FAX:	 	(702) 735-1785


 Signature Page to 
 Third Amended and Restated 
 Receivables Purchase Agreement 








			
	LIBERTY STREET FUNDING LLC, as a Conduit
		
	By:	 	 /s/ Jill A. Russo

	Name:	 	Jill A. Russo
	Title:	 	Vice President



			
		
	Address:	 	c/o The Bank of Nova Scotia
		 	One Liberty Plaza
		 	165 Broadway
		 	New York, New York 10006
		 	Fax: (212) 225-527


 Signature Page to 
 Third Amended and Restated 
 Receivables Purchase Agreement 








			
	THE BANK OF NOVA SCOTIA, as a Financial
	Institution, Managing Agent, and as Agent
		
	By:	 	 /s/ Darren Ward

	Name:	 	Darren Ward
	Title:	 	Director



			
		
	Address:	 	One Liberty Plaza
		 	165 Broadway
		 	New York, New York 10006
		 	Fax: (212) 225-5274


 Signature Page to 
 Third Amended and Restated 
 Receivables Purchase Agreement 







 EXHIBIT I 
 DEFINITIONS 
 As used in this Agreement, the following terms shall have the following meanings (such
meanings to be equally applicable to both the singular and plural forms of the terms defined): 
 “Accounting Based Consolidation
Event” means the consolidation, for financial and/or regulatory accounting purposes, of all or any portion of the assets and liabilities of any Conduit that are subject to this Agreement or any other Transaction Document with all or any
portion of the assets and liabilities of an Affected Entity. An Accounting Based Consolidation Event shall be deemed to occur on the date any Affected Entity shall acknowledge in writing that any such consolidation of the assets and liabilities of
any Conduit shall occur (including through the issuance of regulatory reports or financial statements that consolidate such assets). 
 “Accounting Based Consolidation Event Changes” has the meaning specified in Section 10.3(b). 
 “Accrual Account” means any rebate accrual account and any ship-through credit accrual accounts maintained on the general ledger or other books and records of any Originator but excluding the Professional Rebate
Accrual Reserve Account. 
 “Accrual Period” means each calendar month, provided that the initial Accrual Period hereunder
means the period from (and including) the date of the initial purchase hereunder to (and including) the last day of the calendar month thereafter. 
 “Adverse Claim” means a lien, security interest, charge or encumbrance, or other right or claim in, of or on any Person’s assets or properties in favor of any other Person. 
 “Affected Entity” means (i) any Funding Source, (ii) any agent, administrator or manager of any Conduit or (iii) any bank
holding company in respect of any of the foregoing. 
 “Affected Financial Institution” has the meaning specified in
Section 12.1(a). 
 “Affiliate” means, as to any Person, any other Person which, directly or indirectly, is in
control of, is controlled by, or is under common control with, such Person. 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
and policies of the other Person, whether through the ownership of voting securities, membership interests, by contract, or otherwise. In the case of Seller and any Originator, the term “Affiliate”, shall include any Person that is a
Subsidiary of Holdco, but shall not include any Person that directly or indirectly is in control of Holdco unless such Person is generally identified by JDI or Holdco as being a unit that is part of the “Commercial Markets Group” (as
distinguished from the “Consumer Group”) of the Persons owned in whole or in part by members of the Johnson Family Group. 
 “Agent” has the meaning set forth in the preamble to this Agreement. 
  

 Exh. I-1 








 “Aggregate Capital” means, on any date of determination, the aggregate amount of Capital
of all Purchaser Interests outstanding on such date. 
 “Aggregate Reduction” has the meaning specified in
Section 1.3. 
 “Aggregate Reserves” means, on any date of determination, the sum of the Loss Reserve, the Yield
Reserve, the Dilution Reserve and the Servicer Reserve. 
 “Aggregate Unpaids” means, at any time, an amount equal to the
sum of all accrued and unpaid fees under the Fee Letter, all accrued and unpaid CP Costs, all accrued and unpaid Yield, Aggregate Capital, all accrued and unpaid amounts owing by Seller to Program F/X Counterparties under the Hedging Arrangements
and all other unpaid Obligations (whether due or accrued) at such time. 
 “Agreement” means this Third Amended and Restated
Receivables Purchase Agreement, as it may be amended, restated, supplemented or otherwise modified and in effect from time to time. 
 “Amortization Date” means the earliest to occur of (i) the Business Day specified by the Agent following a day on which any of the conditions precedent set forth in Section 6.2 are not satisfied,
(ii) the Business Day immediately prior to the occurrence of an Amortization Event set forth in Section 9.1(d)(ii) (subject to the proviso therein with regard to involuntary proceedings), (iii) the Business Day specified in a
written notice from the Agent pursuant to Section 9.2 hereof following the occurrence of any other Amortization Event and (iv) the date which is 30 Business Days after the Agent’s receipt of written notice from Seller that it
wishes to terminate the facility evidenced by this Agreement. 
 “Amortization Event” has the meaning specified in
Article IX. 
 “Applicable Margin” means, as of any date of determination, a rate per annum equal to 4.0%.

 “Assignment Agreement” has the meaning set forth in Section 12.1(b). 
 “Associate” means (i) any relative or spouse of a shareholder of Holdco or any relative of such spouse; (ii) any trust or
estate in which a shareholder of Holdco or any of the persons specified in clause (i) collectively own a substantial beneficial interest or of which any of such persons serve as trustee, executor or in any similar fiduciary capacity; and
(iii) any corporation or other organization (other than Holdco or a Subsidiary of Holdco) in which a shareholder of Holdco or any of the persons specified in clause (i) or (ii) are the beneficial owners collectively of 51% or more of
the capital stock or 51% or more of the equity interest. 
 “Authorized Officer” means, with respect to any Person, its
president, any vice president, corporate controller, treasurer or chief financial officer. 
 “Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus  1/2 of 1% and (c) the LIBO Rate for a one month Tranche Period on such day (or if such day is not a Business Day, the immediately
preceding Business Day) plus 1%. Any change in the Base Rate due to a 

  

 Exh. I-2 








 
change in the Prime Rate, the Federal Funds Effective Rate or the LIBO Rate shall be effective from and including the effective date of such change in the
Prime Rate, the Federal Funds Effective Rate or the LIBO Rate, respectively. 
 “Broken Funding Costs” means for any
Purchaser Interest which: (i) has its Capital reduced without compliance by Seller with the notice requirements hereunder or (ii) does not become subject to an Aggregate Reduction following the delivery of any Reduction Notice or
(iii) is assigned to a Financial Institution pursuant to a Liquidity Agreement or terminated prior to the date on which it was originally scheduled to end; an amount equal to the excess, if any, of (A) the CP Costs or Yield (as applicable)
that would have accrued during the remainder of the Tranche Periods or the tranche periods for Commercial Paper determined by the applicable Managing Agent to relate to such Purchaser Interest (as applicable) subsequent to the date of such
reduction, assignment or termination (or in respect of clause (ii) above, the date such Aggregate Reduction was designated to occur pursuant to the Reduction Notice) of the Capital of such Purchaser Interest if such reduction, assignment or
termination had not occurred or such Reduction Notice had not been delivered, over (B) the sum of (x) to the extent all or a portion of such Capital is allocated to another Purchaser Interest, the amount of CP Costs or Yield actually
accrued during the remainder of such period on such Capital for the new Purchaser Interest, and (y) to the extent such Capital is not allocated to another Purchaser Interest, the income, if any, actually received during the remainder of such
period by the holder of such Purchaser Interest from investing the portion of such Capital not so allocated. In the event that the amount referred to in clause (B) exceeds the amount referred to in clause (A), the relevant Purchaser or
Purchasers agree to pay to Seller the amount of such excess. All Broken Funding Costs shall be due and payable hereunder upon demand. “Broken Funding Costs” shall include any losses, costs or expenses incurred at any time by the applicable
Managing Agent (in its capacity as managing agent hereunder, as distinguished from its capacity (if any) as counterparty under such Hedging Arrangement) or any Purchaser in connection with the early termination, reduction or replacement of any
Hedging Arrangement. 
 “Business Day” means any day on which banks are not authorized or required to close in New York, New
York and The Depository Trust Company of New York is open for business; provided that if the applicable Business Day relates to (A) any computation or payment to be made with respect to the LIBO Rate, (B) any Incremental Purchase in
respect of UK Receivables or Canadian Receivables or (C) any reduction in Capital with Collections from UK Receivables or Canadian Receivables, the same shall also be a day on which banks are not authorized or required to close in London,
England and Toronto, Canada. 
 “BNS” has the meaning set forth in the preamble to this Agreement. 
 “Canadian Excess Amount” means, as of any date of determination, the amount by which the aggregate Outstanding Balance of Eligible
Receivables which are Canadian Receivables exceeds 35% of the Outstanding Balance of all Eligible Receivables. 
 “Canadian
Receivable” means any Receivable originated by the JD-Canada and purportedly transferred by JD-Canada to Seller under the Receivables Sale Agreement between JD-Canada and Seller. 
  

 Exh. I-3 








 “Capital” of any Purchaser Interest means, at any time, (A) the Purchase Price of
such Purchaser Interest, minus (B) the sum of the aggregate amount of Collections and other payments received by the applicable Managing Agent which in each case are applied to reduce such Capital in accordance with the terms and conditions of
this Agreement; provided that such Capital shall be restored (in accordance with Section 2.5) in the amount of any Collections or other payments so received and applied if at any time the distribution of such Collections or payments are
rescinded, returned or refunded for any reason. 
 “Change of Control” means any of the following: (i) the Johnson
Family Group, together with Employee Shareholders, shall fail to own, directly or indirectly, with full power to vote or to direct the voting of more than 50% of the voting stock of Holdco (the “Parent”), (ii) the Parent shall
at any time cease to own, directly or indirectly, all of the issued and outstanding capital stock of JDI (except for one (1) share); or (iii) a majority of the board of directors of Holdco (the “Board”) shall cease for any
reason to consist of (A) individuals who were serving as directors of Holdco as of the date of this Agreement, and (B) individuals who subsequently become members of the Board if such individuals’ nomination for election or election
to the Board is recommended or approved by a majority of the Board or the Johnson Family Group; or (iv) a default or the happening of any event shall occur under any charter, indenture, agreement or other instrument in connection with which any
preferred stock of Holdco may be issued, and as a result of such default or event the holders of such preferred stock shall designate or elect members of the Board; or (v) JDI shall at any time cease to own, directly or indirectly, all of the
issued and outstanding capital stock of each of the Originators and Seller; provided that the event described in clause (v) hereof shall not constitute a “Change of Control” hereunder if such event relates to the ownership of
an Originator and, at or prior to the time of such event, JDI or the applicable Originator shall have repurchased all of the then outstanding Receivables that shall have been originated by such Originator. 
 “Charged Off Receivable” means a Receivable: (i) as to which the Obligor thereof has taken any action, or suffered any event to
occur, of the type described in Section 9.1(d) (as if references to the parties therein refer to such Obligor); (ii) which, consistent with the Credit and Collection Policy, would be written off Seller’s books as uncollectible,
(iii) which has been identified by Seller as uncollectible. 
 “Collection Account” means each bank account,
concentration account, depositary account, lock-box account or similar account in which any Collections are collected or deposited, including, without limitation, those accounts listed on Exhibit IV. 
 “Collection Account Agreement” means (i) in the case of all Receivables other than the UK Receivables, an agreement in a form
reasonably satisfactory to the Agent among any Originator, Seller, the Agent and a Collection Bank, (ii) in the case of all UK Receivables, the Deed of Trust and Charge, together with the notice required to be given to the applicable Collection
Bank thereunder and (iii) any other “blocked account agreement”, “account control agreement” or any other equivalent thereof pursuant to which the Agent is granted “control” of a Collection Account which is in form
and substance reasonably acceptable to the Agent. 
 “Collection Bank” means, at any time, any of the banks holding one or
more Collection Accounts. 
  

 Exh. I-4 








 “Collection Notice” means a “block notice” or a “notice of exclusive
control” (or the equivalent of any of the foregoing) as described in a Collection Account Agreement. 
 “Collections”
means, with respect to any Receivable, all cash collections and other cash proceeds in respect of such Receivable, including, without limitation, all yield, Finance Charges or other related amounts accruing in respect thereof, all cash proceeds of
Related Security with respect to such Receivable and all amounts payable to the Seller under or pursuant to the Hedging Arrangements (including, without limitation, any Deemed Collections with respect to such Receivable). 
 “Commercial Paper” means promissory notes of any Conduit issued by any Conduit in the commercial paper market. 
 “Commitment” means, for each Financial Institution, the commitment of such Financial Institution to purchase Purchaser Interests from
the Seller, in an amount not to exceed, in the aggregate, the amount set forth opposite such Financial Institution’s name on Schedule A to this Agreement or for any Financial Institution party hereto pursuant to a Joinder Agreement or
Assignment Agreement, the “Commitment” set forth therein, as such amount may be modified in accordance with the terms hereof. 
 “Commitment Availability” means at any time the positive difference (if any) between (a) the Purchase Limit at such time minus (b) the Aggregate Capital at such time. 
 “Concentration Limit” means, at any time, for any Obligor, an amount equal to
(i) a percentage equal to  1/3 of the Loss Reserve Floor at such time, multiplied by (ii) the aggregate Net
Eligible Outstanding Balance at such time, or such other amount (a “Special Concentration Limit”) for such Obligor designated by the Managing Agents; provided, that in the case of an Obligor and any Affiliate of such Obligor,
the Concentration Limit shall be calculated as if such Obligor and such Affiliate are one Obligor; and provided, further, that any Managing Agent may, upon not less than three Business Days’ notice to Seller, cancel any Special
Concentration Limit. Subject to the foregoing, the following Obligors shall each have a Special Concentration Limit equal at any time to 5.0% of the Net Eligible Outstanding Balance at such time: 
  

			
	 Obligor
	 	 Rated Entity

	 Xpedx Corp.
	 	International Paper Corp.
	 Wal-Mart Stores, Inc.
	 	Wal-Mart Stores, Inc.

 provided in any such case that if the long-term senior unsecured debt rating of the Rated Entity in respect
of any such Obligor shall at any time be (x) less than BBB- or is not rated, as publicly announced by S&P or (y) less than Baa3 or is not rated, as publicly announced by Moody’s, the Special Concentration Limit in respect of such
Obligor shall thereupon cease to be in effect. In addition, subject to the foregoing, Bunzl plc (together with its Affiliates, including Bunzl Retail Supplies, Ltd., Bunzl Outsourcing UK Ltd. and Greenham Trading Ltd.) shall have a Special
Concentration Limit equal at any time to six percent (6.0%) the Net Eligible Outstanding Balance at such time. 
 “Conduit” has the meaning set forth in the preamble to this Agreement. 
  

 Exh. I-5 








 “Contingent Obligation” of a Person means any agreement, undertaking or arrangement by
which such Person assumes, guarantees, endorses, continently agrees to purchase or provide funds for the payment of, or otherwise becomes or is continently liable upon, the obligation or liability of any other Person, or agrees to maintain the net
worth or working capital or other financial condition of any other Person, or otherwise assures any creditor of such other Person against loss, including, without limitation, any comfort letter, operating agreement, take or pay contract or
application for a letter of credit. 
 “Contract” means, with respect to any Receivable, any and all instruments,
agreements, invoices or other writings pursuant to which such Receivable arises or which evidences such Receivable. 
 “Counterparty” means any Person party to a Hedging Arrangement with Seller. 
 “CP Costs” means,
for each day, the sum of (i) discount or yield accrued on Pooled Commercial Paper of a Conduit on such day, plus (ii) any and all accrued commissions in respect of placement agents and Commercial Paper dealers, and issuing and paying agent
fees incurred, in respect of such Pooled Commercial Paper for such day, plus (iii) other costs associated with funding small or odd-lot amounts with respect to all receivable purchase facilities which are funded by such Pooled Commercial Paper
for such day, minus (iv) any accrual of income net of expenses received on such day from investment of collections received under all receivable purchase facilities funded substantially with such Pooled Commercial Paper, minus (v) any
payment received on such day net of expenses in respect of Broken Funding Costs related to the prepayment of any Purchaser Interest of such Conduit pursuant to the terms of any receivable purchase facilities funded substantially with such Pooled
Commercial Paper. In addition to the foregoing costs, if Seller shall request any Incremental Purchase during any period of time determined by a Managing Agent in its sole discretion to result in incrementally higher CP Costs applicable to such
Incremental Purchase, the Capital associated with any such Incremental Purchase shall, during such period, be deemed to be funded by the related Conduit in such Managing Agent’s Purchase Group in a special pool (which may include capital
associated with other receivable purchase facilities) for purposes of determining such additional CP Costs applicable only to such special pool and charged each day during such period against such Capital. 
 “Credit Agreement” means that certain Credit Agreement, dated as of December 16, 2005, among JDI, JohnsonDiversey Holdings, Inc.,
certain lenders and issuers party thereto, certain agents parties thereto and Citicorp USA, Inc., as administrative agent, as the same may be amended, restated, supplemented or otherwise modified from time to time. 
 “Credit and Collection Policy” means Seller’s credit and collection policies and practices relating to Contracts and Receivables
existing on the date hereof and summarized in Exhibit VIII hereto, as modified from time to time in accordance with this Agreement. 
 “Deed of Trust and Charge” means any Deed of Trust and Charge among a Collection Bank, the Seller and the Agent, in its capacity as a trustee as the same may from time to time be amended, restated, supplemented or otherwise
modified. 
  

 Exh. I-6 








 “Deemed Collections” means the aggregate of all amounts Seller shall have been deemed to
have received as a Collection of a Receivable. Seller shall be deemed to have received a Collection of a Receivable if at any time (i) the Outstanding Balance of any such Receivable is either (x) reduced as a result of any defective or
rejected goods or services, any discount or any adjustment or otherwise by Seller (other than cash Collections on account of the Receivables) or (y) reduced or canceled as a result of a setoff in respect of any claim by any Person (whether such
claim arises out of the same or a related transaction or an unrelated transaction), in which case the deemed Collection shall be in the amount of the applicable reduction, discount, adjustment or cancellation in the affected Receivable or
(ii) any of the representations or warranties in Article V are no longer true with respect to any Receivable in which case the deemed Collection shall be an amount equal to the Outstanding Balance of such Receivable. 
 “Default Fee” means with respect to any amount due and payable by Seller in respect of any Aggregate Unpaids, an amount equal to the
interest on any such unpaid Aggregate Unpaids at a rate per annum equal to 2% above the Prime Rate. 
 “Default Ratio” means
a ratio, calculated in reference to any Reporting Period, 
 (a) the numerator of which is the aggregate Outstanding Balance
of Receivables which became Defaulted Receivables during such Reporting Period, and 
 (b) the denominator of which is an
amount equal to the aggregate sales of the Originators in the fourth immediately preceding Reporting Period. 
 “Defaulted
Receivable” means any (i) Charged-Off Receivable or (ii) any Receivable as to which any amount remaining unpaid for more than 90 days from the original due date from such payment. 
 “Delinquent Receivable” means a Receivable as to which any payment, or part thereof, remains unpaid for more than 61 days from the
original due date for such payment. 
 “Delinquency Ratio” means, at any time, a percentage equal to (i) the aggregate
Outstanding Balance at such time of all Delinquent Receivables divided by (ii) the aggregate Outstanding Balance of all Receivables at such time. 
 “Designated Obligor” means an Obligor indicated by any Managing Agent to Seller in writing. 
 “Dilution Factor” means, for any Reporting Period, an amount (expressed as a percentage) equal to: 
  

																			
		 	 	 		 	  
 (2.0 x ED)   +        
  
	 	 	  	  
     DS(DS-ED)                
     ED
  
	 	 	 		 	 	  	
		 	 	 	 	 	 	  	 	 	 		 	 	  	

  

 Exh. I-7 








 where: 
  

					
	ED	  	=	  	as of such Reporting Period the twelve Reporting Period rolling average of the Dilution Ratio.
	DS	  	=	  	for the twelve prior Reporting Periods, including such Reporting Period, the highest Dilution Ratio.

 “Dilution Horizon Ratio” means, at any time, 
 (i) the sum of the aggregate gross sales of the Originators during the most recently ended Reporting Period, divided by 
 (ii) the Net Eligible Outstanding Balance at such time. 
 “Dilution Ratio” means, for any Reporting Period, a percentage equal to (i) the aggregate amount of Dilutions which occurred during such Reporting Period divided by (ii) the aggregate gross
sales of the Originators during the immediately preceding Reporting Period. 
 “Dilution Reserve” means, on any date, an
amount equal to the product of (a) the Net Receivables Balance as of the close of business on such date, and (b) the greater of (1) the Dilution Factor multiplied by the Dilution Horizon Ratio and (2) 5.0%. 
 “Dilutions” means, at any time, the aggregate amount of reductions or cancellations described in clause (i) of the definition of
“Deemed Collections”, excluding any such Deemed Collections to the extent the same shall have given rise to an adjustment in the balance of any Accrual Account or the Professional Rebate Accrual Reserve Account. 
 “Discount Rate” means, the LIBO Rate or the Base Rate, as applicable, with respect to each Purchaser Interest of the Financial
Institutions. 
 “Dollars” and the sign “$” each means lawful money of the United States of America.

 “Eligible Counterparty” means any Counterparty which has a credit rating in respect of its short-term indebtedness of not
less than “A-1” from S&P and not less than “P-1” from Moody’s and is otherwise acceptable to the Agent. 
 “Eligible Hedging Arrangement” means any Hedging Arrangement between Seller and an Eligible Counterparty that (i) contains, to the extent requested by the Agent, terms and provisions to accommodate the criteria
specified by S&P or any other rating agency in respect of Hedging Arrangements in structured finance transactions, (ii) is fully assignable to the Agent for the benefit of the Purchasers hereunder, (iii) is not subject to any Adverse
Claim in favor of any Person other than the Agent for the benefit of the Purchasers hereunder and (iv) contains such other terms and provisions as may be determined by the Agent in its reasonable judgment to be appropriate in light of the
bankruptcy-remote structuring objectives with respect to Seller. In reviewing any Hedging Arrangement for purposes of determining eligibility under clause (iv) above, (a) the Agent shall not unreasonably withhold or delay its approval of
such Hedging Arrangement and (b) the pricing terms of such Hedging Arrangement shall not be a basis for determining ineligibility. 
  

 Exh. I-8 








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

	 	(i)	the Obligor of which (a) if a corporation or other business organization, is organized under the laws of the United States or any political subdivision thereof and has its
chief executive office in the United States; (b) is not an Affiliate of any of the parties hereto; (c) is not a Designated Obligor; (d) is not a government or a governmental subdivision or agency and (e) is not a natural person,


  

	 	(ii)	the Obligor of which is not the Obligor of any Charged-Off Receivable, 

  

	 	(iii)	the Obligor of which is not the Obligor of Defaulted Receivables having a aggregate Outstanding Balance in excess of 30% of the aggregate Outstanding Balance of all Receivables of
such Obligor, 

  

	 	(iv)	which is not a Charged-Off Receivable, Delinquent Receivable or a Defaulted Receivable, 

  

	 	(v)	which: 

  

	 	(A)	in the case of any Receivable that is not a UK Receivable, by its terms is due and payable within 30 days of the original billing date therefor and has not had its payment terms
extended; provided that in the case of any Receivable that is not a UK Receivable that but for this clause (v)(A) would constitute an Eligible Receivable, such Receivable may nonetheless constitute an Eligible Receivable if and so long as:


  

	 	1.	by its terms such Receivable is due and payable within 60 days of the original billing date therefor and has not had its payment terms extended; and 

  

	 	2.	the aggregate Outstanding Balance of such Receivable and all other Receivables that are not UK Receivables that shall constitute Eligible Receivables by reason of this proviso does
not at any time exceed 6% of the Outstanding Balance of all Receivables; or 

  

	 	(B)	in the case of any UK Receivable, by its terms is due and payable within 60 days of the original billing date therefor and has not had its payment terms extended; provided
that in the case of any UK Receivable that but for this clause (v)(B) would constitute an Eligible Receivable, such Receivable may nonetheless constitute an Eligible Receivable if and so long as: 

  

	 	1.	by its terms such Receivable is due and payable within 90 days of the original billing date therefor and has not had its payment terms extended; and 

  

 Exh. I-9 









	 	2.	the aggregate Outstanding Balance of such Receivable and all other UK Receivables that shall constitute Eligible Receivables by reason of this proviso does not at any time exceed
10% of the Outstanding Balance of all Receivables; 

  

	 	(vi)	which is an “account” within (i) the meaning of Section 9-102 of the UCC of all applicable jurisdictions or (ii) within the meaning of such term within the
PPSA of all applicable jurisdictions, 

  

	 	(vii)	which is denominated and payable only in Dollars in the United States, 

  

	 	(viii)	which arises under a Contract in substantially the form of one of the form contracts set forth on Exhibit IX hereto or otherwise approved by the Managing Agents in writing,
which, together with such Receivable, 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 subject to no offset, counterclaim or
other defense, 

  

	 	(ix)	which arises under a Contract which (A) does not require the Obligor under such Contract to consent to the transfer, sale or assignment of the rights and duties of any
Originator or any of its assignees under such Contract and (B) does not contain a confidentiality provision that purports to restrict the ability of any Purchaser to exercise its rights under this Agreement, including, without limitation, its
right to review the Contract, 

  

	 	(x)	which arises under a Contract that contains an obligation to pay a specified sum of money, contingent only upon the sale of goods or the provision of services by the applicable
Originator, 

  

	 	(xi)	which, together with the Contract related thereto, does not contravene any law, rule or regulation applicable thereto (including, without limitation, any law, rule and regulation
relating to truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy or consumer protection or data protection) and with respect to which no part of the Contract related
thereto is in violation of any such law, rule or regulation, 

  

	 	(xii)	which satisfies all applicable requirements of the Credit and Collection Policy, 

  

	 	(xiii)	which was generated in the ordinary course of an Originator’s business, 

  

 Exh. I-10 









	 	(xiv)	which arises solely from the sale of goods or the provision of services to the related Obligor by an Originator, and not by any other Person (in whole or in part),


  

	 	(xv)	as to which no Managing Agent has notified Seller that it has determined that such Receivable is not acceptable as an Eligible Receivable, including, without limitation, because
such Receivable arises under a Contract that is not acceptable to such Managing Agent, it being understood that (A) any such determination by a Managing Agent shall be made in the reasonable judgment of such Managing Agent based upon the
creditworthiness of the related Obligor or Obligors, guidelines or restrictions imposed by any governmental authority or rating agency, or similar factors, and (B) in the event a Managing Agent shall have reached any such determination based
upon information that is considered by such Managing Agent in its sole discretion to be confidential or proprietary, such Managing Agent shall have no obligation to disclose to the Seller or to any other Person the basis for such determination,


  

	 	(xvi)	which is not subject to any right of rescission, set off, counterclaim, any other defense (including defenses arising out of violations of usury laws) of the applicable Obligor
against the applicable Originator or any other Adverse Claim (except as created by the Transaction Documents), and the Obligor thereon holds no right as against any Originator to cause such Originator to repurchase the goods or merchandise the sale
of which shall have given rise to such Receivable; provided that a Receivable in respect of which a sale discount shall apply pursuant to the applicable Contract or in respect of which defective goods have been returned in accordance with the
terms of the applicable Contract may constitute an Eligible Receivable, (A) in the case of any such event having occurred prior to the purchase of such Receivable hereunder, to the extent of the net Outstanding Balance of such Receivable after
giving effect to such sale discount or return of goods and (B) in the case of any such event occurring on or after the date of the purchase of such Receivable hereunder, (x) after receipt by the Servicer of the Deemed Collection arising
from such event and (y) then to the extent of the net Outstanding Balance of such Receivable after giving effect to such sale discount or return of goods, 

  

	 	(xvii)	as to which each applicable Originator has satisfied and fully performed all obligations on its part with respect to such Receivable required to be fulfilled by it, and no further
action is required to be performed by any Person with respect thereto other than payment thereon by the applicable Obligor, and 

  

	 	(xviii)	all right, title and interest to and in which has been validly transferred by the applicable Originator directly to Seller under and in accordance with the relevant Receivables Sale
Agreement, and Seller has good and marketable title thereto free and clear of any Adverse Claim (except as created by the Transaction Documents). 

  

 Exh. I-11 








 A UK Receivable, that otherwise satisfies the criteria set forth in clauses (i) through
(xviii) above, may constitute an Eligible Receivable for purposes of this Agreement: 
  

	 	(xix)	notwithstanding clause (i)(a) above, if the Obligor thereon is organized under the laws of England and Wales; 

  

	 	(xx)	notwithstanding clause (i)(d) above, if the Obligor thereon is a government or a governmental subdivision or agency, and such Receivable arose in connection with the sale of goods
by JD-UK to such Obligor; 

  

	 	(xxi)	notwithstanding clause (vi) above, if such Receivable constitutes a right to payment of a monetary obligation arising in connection with the sale of goods by JD-UK;


  

	 	(xxii)	notwithstanding clause (vii) above, if such Receivable is denominated and payable only in the lawful currency of the United Kingdom to a Collection Account;


  

	 	(xxiii)	notwithstanding the requirement in clause (viii) above that the related Contract be in writing, to the extent in the custom and practice of JD-UK’s business the applicable
Contract is not typically in writing; 

  

	 	(xxiv)	notwithstanding clause (xviii), to the extent such clause requires that legal title transfer, if beneficial title is transferred by JD-UK to Seller and Seller holds beneficial
ownership of such UK Receivable, free and clear of any Adverse Claim; 

  

	 	(xxv)	if a Purchaser Interest as contemplated herein is capable of being transferred by the Seller to the Agent for the benefit of the Purchasers in such Receivable, free and clear of any
Adverse Claim; 

  

	 	(xxvi)	if such Receivable and the Contract related thereto is governed by English law; and 

  

	 	(xxvii)	if Eligible Hedging Arrangements shall then be in effect in the notional amount and otherwise on the terms then required under Section 1.5 of the Agreement;
provided that in the case of any Receivable outstanding at the time a Counterparty ceases to be an Eligible Counterparty, such Receivable may continue to constitute an Eligible Receivable notwithstanding this clause (z) unless thirty
days or more shall have elapsed since such Counterparty ceased to be an Eligible Counterparty and no new Hedging Arrangement meeting the requirements of this clause (z) shall have been provided in substitution for the Hedging Arrangements with
such Counterparty. 

  

 Exh. I-12 








 A Canadian Receivable, that otherwise satisfies the criteria set forth in clauses (i) through
(xviii) above, may constitute an Eligible Receivable for purposes of this Agreement: 
  

	 	(xxviii)	notwithstanding clause (i)(a) above, if the Obligor thereon is organized under the laws of a Province of Canada or the federal laws of Canada; 

  

	 	(xxix)	notwithstanding clause (vi) above, if such Receivable constitutes a right to payment of a monetary obligation arising in connection with the sale of goods by JD-Canada;


  

	 	(xxx)	notwithstanding clause (vii) above, if such Receivable is denominated and payable only in the lawful currency of Canada to a Collection Account; 

  

	 	(xxxi)	if such Receivable and the Contract related thereto is governed by the laws of a Province of Canada; and 

  

	 	(xxxii)	if Eligible Hedging Arrangements shall then be in effect in the notional amount and otherwise on the terms then required under Section 1.5 of the Agreement;
provided that in the case of any Receivable outstanding at the time a Counterparty ceases to be an Eligible Counterparty, such Receivable may continue to constitute an Eligible Receivable notwithstanding this clause (xxxii) unless thirty
days or more shall have elapsed since such Counterparty ceased to be an Eligible Counterparty and no new Hedging Arrangement meeting the requirements of this clause (xxxi) shall have been provided in substitution for the Hedging Arrangements
with such Counterparty. 

 “Employee Shareholders” means any officer, director or employee of Holdco or any
Affiliate of Holdco, JDI, their respective Subsidiaries or Associates holding voting stock of Holdco subject to a mandatory obligation to tender to Holdco while so held. 
 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time. 
 “Facility Account” means Seller’s Account No.1000231372 at Johnson Bank, Racine, Wisconsin. 
 “Facility Termination Date” means, at any time, the earlier of (i) the Liquidity Termination Date and (ii) the Amortization Date. 
 “Federal Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as amended and any successor statute thereto. 
  

 Exh. I-13 








 “Federal Funds Effective Rate” means, for any period, a fluctuating interest rate per
annum for each day during such period equal to (a) the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published for such day (or, if such
day is not a Business Day, for the preceding Business Day) by the Federal Reserve Bank of New York in the Composite Closing Quotations for U.S. Government Securities; or (b) if such rate is not so published for any day which is a Business Day,
the average of the quotations at approximately 11:30 a.m. (New York City time) for such day on such transactions received by the Agent from three federal funds brokers of recognized standing selected by it. 
 “Fee Letters” means (i) that certain fee letter among Seller, JDI, Liberty, the Agent and BNS dated the date hereof, and
(ii) any other fee letter executed in connection with a Joinder Agreement, as each may be amended, restated or modified and in effect from time to time. 
 “Finance Charges” means, with respect to a Contract, any finance, interest, late payment charges or similar charges owing by an Obligor pursuant to such Contract. 
 “Financial Institutions” means each of the Persons listed on Schedule A hereto. 
 “Financial Person” means a bank, commercial finance company, mutual fund, insurance company or other similar Person the primary business
of which is not, to the knowledge of the Agent, in competition with any of the material operating businesses of the Originators. 
 “Funding Agreement” means this Agreement and any agreement or instrument executed by any Funding Source with or for the benefit of a Conduit, including a Liquidity Agreement. 
 “Funding Source” means (i) any Financial Institution or (ii) any insurance company, bank or other funding entity providing
liquidity, credit enhancement or back-up purchase support or facilities to a Conduit, including a Liquidity Agreement. 
 “Group
Purchase Limit” means, for each Purchase Group, the sum of the Commitments of the Financial Institutions in such Purchase Group. 
 “GAAP” means generally accepted accounting principles in effect in the United States of America as of the date of this Agreement. 
 “GST” means all goods and services tax payable under Part IX of the Excise Tax Act (Canada), all QST and all harmonized sales tax in the Provinces of Nova Scotia, Newfoundland and New Brunswick
payable under the Excise Tax Act (Canada), as such statutes may be amended, modified, supplemented or replaced from time to time, including any successor statute. 
 “Hedge Breakage Cost” any lump-sum amount payable by Seller to any Program F/X Counterparty in connection with the designation of an “Early Termination Date” of any Hedging Arrangement.

 “Hedge Indemnity Cost” any amounts payable by Seller to any Program F/X Counterparty in respect of any indemnities under
any Hedging Arrangement. 
  

 Exh. I-14 








 “Hedging Arrangement” means any interest rate or currency exchange arrangement, of any
type or kind, to which Seller may be a party in connection with any of the transactions contemplated in this Agreement or in any of the Sale Agreements for purposes of facilitating, whether directly, indirectly or ultimately, the purchase with
funding provided in Dollars of Receivables originated and collected in a currency other than Dollars. 
 “Holdco” shall mean
JohnsonDiversey Holdings, Inc., a Wisconsin corporation, and the owner of 100% (except for 1 share) of the issued and outstanding capital stock of JDI as of the date hereof. 
 “Incremental Purchase” means a purchase of one or more Purchaser Interests which increases the total outstanding Aggregate Capital
hereunder. 
 “Indebtedness” of any Person means, without duplication, (a) all indebtedness for borrowed money;
(b) all obligations issued, undertaken or assumed as the deferred purchase price of property or services (other than trade payables entered into in the ordinary course of business on customary terms); (c) all non-contingent reimbursement
or payment obligations with respect to surety instruments or guarantees; (d) all obligations evidenced by notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition of
property, assets or businesses; (e) all indebtedness created or arising under any conditional sale or other title retention agreement, in either case, with respect to property acquired by the Person (even though the rights and remedies of the
seller or bank under such agreement in the event of default are limited to repossession or sale of such property); (f) all capitalized lease obligations; (g) all Indebtedness referred to in clauses (a) through (f) above secured
by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any liens upon or in property (including accounts and contracts rights) owned by such Person, even though such Person has not assumed
or become liable for the payment of such Indebtedness; (h) all Contingent Obligations in respect of indebtedness or obligations of others of the kinds referred to in clauses (a) through (g) above. For all purposes of this Agreement,
the Indebtedness of any Person shall include the applicable pro rata portion of all recourse Indebtedness of any partnership or joint venture in which such Person is a general partner or a joint venturer. In addition, for the purposes of this
Agreement, the consolidated Indebtedness of Holdco, JDI, and their respective Subsidiaries shall be considered without duplication. For example, a guaranty made by JDI of the Indebtedness of one of its Subsidiaries shall not add any Indebtedness to
the calculation of consolidated Indebtedness, as the Subsidiary’s Indebtedness already would have been included in such calculation. 
 “Independent Director” shall mean a member of the Board of Directors of Seller who is not at such time, and has not been at any time during the preceding five (5) years, (A) a director, officer, employee or
affiliate of Seller, any Originator, or any of their respective Subsidiaries or Affiliates, or (B) the beneficial owner (at the time of such individual’s appointment as an Independent Director or at any time thereafter while serving as an
Independent Director) of any of the outstanding common shares of Seller, any Originator, or any of their respective Subsidiary. 
 “JDI” or “JohnsonDiversey” means JohnsonDiversey, Inc., a Delaware corporation, successor to S.C. Johnson Commercial Markets, Inc. 
  

 Exh. I-15 








 “JD-Canada” means JohnsonDiversey Canada, Inc., an Ontario corporation. 
 “JD-UK” means JohnsonDiversey UK Limited, a limited liability company incorporated under the laws of England and Wales. 
 “Johnson Family Group” means the descendants of Herbert Fisk Johnson, father of Herbert Fisk Johnson, Jr. and Henrietta Johnson Louis,
and their spouses or any trust for their exclusive benefit or under which such descendants or spouses exercise voting control or any corporation or partnership in which voting control as to such entity is held by any one or more of such descendants
or spouses or by a trust for the exclusive benefit of such descendants or spouses or by a trust which is controlled by such descendants or spouses or the executor or administrator of the estate of or other legal representative of any such descendant
or spouse. 
 “Joinder Agreement” means a joinder agreement, substantially in the form of Exhibit XI hereto, pursuant
to which a new Purchase Group becomes party to this Agreement. 
 “Leverage Ratio” means, with respect to any Person for any
period, the ratio of (a) Financial Covenant Debt of such Person and its Subsidiaries determined on a consolidated basis in accordance with GAAP as of the last day of such period minus the aggregate amount of Cash and Cash Equivalents held by
such Person and its Subsidiaries to the extent that such Cash and Cash Equivalents are held in a Deposit Account or a Securities Account over which the Administrative Agent has a perfected first priority Lien to (b) EBITDA for such Person for
such period. For purposes of this definition, any term not defined herein shall have the meaning assigned to such term in the Credit Agreement attached hereto as Exhibit XI. 
 “LIBO Rate” means, in respect of any Tranche Period, the rate per annum equal to the sum of (i) the Offshore Base Rate for such
Tranche Period plus (ii) the Applicable Margin in effect at such time. 
 “Liberty” has the meaning set forth in
Section 14.13. 
 “Liquidity Agreement” means any agreement as may be in effect from time to time among a
Conduit and the Financial Institutions within its Purchase Group or any Funding Source providing for the commitment of such Financial Institutions to purchase from such Conduit at any time all or any portion of such Conduit’s Purchaser
Interests. 
 “Liquidity Termination Date” means December 9, 2009. 
 “Lock-Box” means each locked postal box with respect to which a bank who has executed a Collection Account Agreement has been granted
exclusive access for the purpose of retrieving and processing payments made on the Receivables and which is listed on Exhibit IV. 
 “Loss Horizon Ratio” means, as of the last day of any Reporting Period, a ratio 
 (i) the numerator
of which is an amount equal to the sum of (A) the aggregate gross sales of the Originators during the three Reporting Periods ending on such date; and 
  

 Exh. I-16 








 (b) the denominator of which is the Net Eligible Outstanding Balance as of such last day.

 “Loss Percentage” means, at any time, the greater of (i) two and one-quarter (2.25) times the Loss Ratio
times the Loss Horizon Ratio and (ii) the Loss Reserve Floor. 
 “Loss Ratio” means, as of any date, the highest
average Default Ratio in respect of a period of three consecutive Reporting Periods, determined in reference to, and as of the last day of each of, the twelve Reporting Periods then most recently ended. 
 “Loss Reserve” means, on any date, an amount equal to the Loss Percentage multiplied by the Net Receivables Balance as of the close of
business of the Servicer on such date. 
 “Loss Reserve Floor” means 12%. 
 “Loss-to-Liquidation Ratio” means, as at the last day of any Reporting Period, a percentage equal to (i) the sum of the amount of
Charged-Off Receivables which became Charged-Off Receivables during the period, plus the aggregate amount of Receivables which are unpaid not less than 61 days and not more than 90 days from the original due date for such payment divided by
(ii) the aggregate amount of Collections such period. 
 “Managing Agent” means any Person that acts as managing agent
on behalf of the Purchasers in its related Purchase Group. 
 “Managing Agent Institution” has the meaning specified in
Section 14.13(b). 
 “Managing Agent Institution Roles” has the meaning specified in
Section 14.13(b). 
 “Material Adverse Effect” means a material adverse effect on (i) the financial
condition or operations of Seller or any Originator, (ii) the ability of Seller or any Originator to perform its obligations under any Transaction Document, (iii) the legality, validity or enforceability of this Agreement or any other
Transaction Document, (iv) any Purchaser’s interest in the Receivables generally or in any significant portion of the Receivables, the Related Security or the Collections with respect thereto, or (v) the collectibility of the
Receivables generally or of any material portion of the Receivables. 
 “Minimum Net Worth” means at any time shareholders
equity in an amount not less than 3% of the aggregate Capital at such time. 
 “Monthly Report” means a report, in
substantially the respective form set forth in Exhibit X hereto (as such form may be amended from time to time by the mutual agreement of the Agent, the Managing Agents and the Servicer) (appropriately completed), furnished by the Servicer to
the Agent and the Managing Agents pursuant to Section 8.5 and relating to a fiscal month of the Seller and the Originators. 
 “Moody’s” means Moody’s Investor Service, Inc. 
  

 Exh. I-17 








 “Net Eligible Outstanding Balance” means, at any time, an amount equal to (i) the
aggregate Outstanding Balance of all Eligible Receivables at such time minus (ii) the aggregate balance then reflected on the books and records of the Originators in respect of the Accrual Accounts (or measured in any other manner
satisfactory to the Agent and the Required Financial Institutions). 
 “Net Receivables Balance” means, at any time, the
aggregate Net Eligible Outstanding Balance at such time reduced by (i) the aggregate amount by which the Outstanding Balance of all Eligible Receivables of each Obligor and its Affiliates exceeds the Concentration Limit for such Obligor,
(ii) an amount equal to the aggregate balance then reflected on the books and records of the Originators in respect of the Professional Rebate Accrual Reserve Account and (iii) the Canadian Excess Amount. 
 “Non-Renewing Financial Institution” has the meaning set forth in Section 12.3(a). 
 “Obligations” shall have the meaning set forth in Section 2.1. 
 “Obligor” means a Person obligated to make payments pursuant to a Contract. 
 “Offshore Base Rate” means, for any Tranche Period, a per annum rate equal to (i) the “Eurocurrency Rate” as defined in
the Credit Agreement, as determined in reference to a “Loan” denominated in Dollars thereunder and in reference to an “Interest Period” having a duration equal to such Tranche Period; provided that if the Credit Agreement
shall have terminated or the applicable Managing Agent shall be unable to determine the Offshore Base Rate in the foregoing manner for any other reason at any time, “Offshore Base Rate” shall mean the average of the rates per annum at
which deposits in Dollars (for delivery on the first day of the applicable Tranche Period) in same day funds in the approximate amount of the amount to be funded at the Offshore Base Rate and with a term equivalent to such Tranche Period would be
offered by BNS to major banks in the offshore eurocurrency market at approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Tranche Period, plus (ii) 0.05%. 
 “Originator” means each of JohnsonDiversey, Inc., JD-Canada or JD-UK, in its capacity as seller under the respective Receivables Sale
Agreement. 
 “Originator Entity” has the meaning set forth in Section 7.1(i). 
 “Outstanding Balance” of any Receivable at any time means the then outstanding principal balance thereof. 
 “Participant” has the meaning set forth in Section 12.2. 
 “Percentage” means, with respect to any Financial Institution in any Purchase Group, a percentage equal to the Commitment of such
Financial Institution divided by the Group Purchase Limit of its Purchase Group. 
 “Performance Undertaking” means that
certain Amended and Restated Performance Undertaking, dated as of the date hereof, made by JDI in favor of Seller, as the same may be amended, restated or otherwise modified from time to time. 
  

 Exh. I-18 








 “Performance Guarantor” means JDI, in its capacity as “Performance Guarantor”
under the Performance Undertaking. 
 “Person” means an individual, partnership, corporation (including a business trust),
limited liability company, joint stock company, trust, unincorporated association, joint venture or other entity, or a government or any political subdivision or agency thereof. 
 “Pooled Commercial Paper” means Commercial Paper notes of any Conduit subject to any particular pooling arrangement by such Conduit, but
excluding Commercial Paper issued by such Conduit for a tenor and in an amount specifically requested by any Person in connection with any agreement effected by such Conduit. During the period that Commercial Paper notes of any Conduit shall be
rated A-1 by S&P and P-1 by Moody’s, the CP Costs hereunder shall be calculated in reference to such Commercial Paper notes. 
 “Potential Amortization Event” means an event which, with the passage of time or the giving of notice, or both, would constitute an Amortization Event. 
 “Pounds Sterling” means the lawful currency of the United Kingdom. 
 “PPSA” means (i) the Personal Property Security Act in each applicable Province of Canada other than Quebec, and (ii) the
Civil Code of Quebec. 
 “Prime Rate” means, at any time, the rate per annum then most recently published in the Wall Street
Journal as the ‘Prime Rate’ or, if such information is no longer available or delayed for any reason, “Prime Rate” shall mean a rate per annum equal to the corporate base rate, prime rate or base rate of interest, as
applicable, announced by BNS from time to time, changing when and as such rate changes. 
 “Professional Rebate Accrual Reserve
Account” means the rebate accrual account maintained by JohnsonDiversey, Inc. relating to rebates that may be payable to customers of the Professional Division of JohnsonDiversey, Inc. 
 “Program F/X Counterparty” means any Counterparty with respect to a foreign currency Hedging Arrangement that has agreed to be bound by
the terms of Article XI of this Agreement in a document in form and substance acceptable to the Agent. 
 “Proposed Reduction
Date” has the meaning set forth in Section 1.3. 
 “Pro Rata Share” means, for each Purchase Group, a
percentage equal to (i) the aggregate Commitments of the Financial Institutions in such Purchase Group divided by (ii) the Purchase Limit, adjusted as necessary to give effect to the application of the terms of Article
XII. 
 “PST” means all taxes payable under the Retail Sales Tax Act (Ontario), R.S.O. 1990, c. R-31, or any similar
statute of another jurisdiction of Canada, as such statute may be amended, modified, supplemented or replaced from time to time, including any successor statute, other than GST. 
  

 Exh. I-19 








 “Purchase Group” means a Managing Agent, the related Conduit and the related Financial
Institutions. 
 “Purchase Limit” means the sum of the Commitments of the Financial Institutions as such amount may be
reduced pursuant to Section 1.1(b) and as such amount may be increased by the mutual agreement of all parties hereto. 
 “Purchase Notice” has the meaning set forth in Section 1.2. 
 “Purchase Price” means,
with respect to any Incremental Purchase of a Purchaser Interest, the amount paid to Seller for such Purchaser Interest which shall not exceed the least of the amount requested by Seller in the applicable Purchase Notice, the unused portion of the
Purchase Limit on the applicable purchase date and the excess, if any, of the Net Receivables Balance (less the Aggregate Reserves) on the applicable purchase date over the aggregate outstanding amount of Aggregate Capital determined as of the date
of the most recent Monthly Report, taking into account such proposed Incremental Purchase. The Purchase Price shall not in any event exceed an amount that would cause Seller to fail to be in compliance with Section 2.6 after giving
effect to the applicable purchase. 
 “Purchaser” means any Conduit or Financial Institution, as applicable, and
“Purchasers” means all Conduits and Financial Institutions. 
 “Purchaser Interest” means, at any time, an
undivided percentage ownership interest (computed as set forth below) associated with a designated amount of Capital, selected pursuant to the terms and conditions hereof in (i) each Receivable arising prior to the time of the most recent
computation or recomputation of such undivided interest, (ii) all Related Security with respect to each such Receivable, and (iii) all Collections with respect to, and other proceeds of, each such Receivable. Each such undivided percentage
interest shall equal: 
  

									
		 		 		    	        C          	 	
		 		 		    	  NRB – AR	 	
		 	where:	 		    		 	
					
		 	C	 	=	    	the Capital of such Purchaser Interest.	 	
		 	AR	 	=	    	the Aggregate Reserves.	 	
		 	NRB	 	=	    	the Net Receivables Balance.	 	

 Such undivided percentage ownership interest shall be initially computed on its date of purchase. Thereafter,
until the Amortization Date, each Purchaser Interest shall be automatically recomputed (or deemed to be recomputed) on each day prior to the Amortization Date. The variable percentage represented by any Purchaser Interest as computed (or deemed
recomputed) as of the close of the business day immediately preceding the Amortization Date shall remain constant at all times thereafter. 
 “Purchasing Financial Institution” has the meaning set forth in Section 12.1(b). 
  

 Exh. I-20 








 “QST” means the tax payable under the Act Respecting the Quebec Sales Tax, R.S.Q.
c.T-01, as such statute may be amended, modified, supplemented or replaced from time to time, including any successor statute. 
 “Receivable” means all indebtedness and other obligations owed to Seller or to any Originator (at the time it arises, and before giving effect to any transfer or conveyance under any Receivables Sale Agreement or hereunder)
or in which Seller or any Originator has a security interest or other interest, including, without limitation, any indebtedness, obligation or interest constituting an account, contract right, payment intangible, claim, promissory note, chattel
paper, instrument, document, investment property, financial asset or general intangible, arising in connection with the sale of goods or, with respect to any Receivable other than a Canadian Receivable, the rendering of services by such Originator,
and further includes, without limitation, the obligation to pay any Finance Charges and GST with respect thereto but specifically excludes any obligation to pay PST. Indebtedness and other rights and obligations arising from any one transaction,
including, without limitation, indebtedness and other rights and obligations represented by an individual invoice, shall constitute a Receivable separate from a Receivable consisting of the indebtedness and other rights and obligations arising from
any other transaction; provided further, that any indebtedness, rights or obligations referred to in the immediately preceding sentence shall be a Receivable regardless of whether the account debtor or Seller treats such indebtedness, rights or
obligations as a separate payment obligation. 
 “Receivables Sale Agreement” means, any of the following, as each agreement
may be amended, restated or otherwise modified from time to time: 
  

	 	(i)	that certain Amended and Restated Receivables Sale Agreement dated as of the date hereof between JohnsonDiversey, Inc., as seller, and Seller, as buyer; 

  

	 	(iii)	that certain Receivables Sale Agreement dated as of the date hereof between JD-Canada, as seller, and Seller, as buyer; and 

  

	 	(iv)	that certain Receivables Offer Deed dated October 24, 2003 between JD-UK, as seller, and Seller, as buyer. 

 “Records” means, with respect to any Receivable, all Contracts and other documents, books, records and other information (including,
without limitation, computer programs, tapes, disks, punch cards, data processing software and related property and rights) relating to such Receivable, any Related Security therefor and the related Obligor. 
 “Reconveyed Assets” has the meaning set forth in Section 1.1(d). 
 “Reduction Notice” has the meaning set forth in Section 1.3. 
 “Regulatory Change” has the meaning set forth in Section 10.3(a). 
 “Reinvestment” has the meaning set forth in Section 2.2. 
 “Related Security” means, with respect to any Receivable: 
  

	 	(i)	all of Seller’s interest in the inventory and goods (including returned or repossessed inventory or goods), if any, the sale, financing or lease of which by the applicable
Originator gave rise to such Receivable, and all insurance contracts with respect thereto, 

  

 Exh. I-21 









	 	(ii)	all other security interests or liens and property subject thereto from time to time, if any, purporting to secure payment of such Receivable, whether pursuant to the Contract
related to such Receivable or otherwise, together with all financing statements and security agreements describing any collateral securing such Receivable, 

  

	 	(iii)	all guaranties, letters of credit, letter-of-credit rights, supporting obligations, insurance and other agreements or arrangements of whatever character from time to time supporting
or securing payment of such Receivable whether pursuant to the Contract related to such Receivable or otherwise, 

  

	 	(iv)	all service contracts and other contracts and agreements associated with such Receivable, 

  

	 	(v)	all Records related to such Receivable, 

  

	 	(vi)	all of Seller’s right, title and interest in, to and under each Receivables Sale Agreement and each instrument, document and agreement existing in connection with any of the
foregoing, including without limitation, the Deed of Trust and Charge and any similar arrangement made by an Originator in favor, directly or indirectly, of Seller in connection with the Receivables, 

  

	 	(viii)	all of Seller’s right, title and interest in, to and under any Hedging Arrangement, 

  

	 	(ix)	all of Seller’s right, title and interest in, to and under the Performance Undertaking, and 

  

	 	(x)	all proceeds of any of the foregoing. 

 “Reporting
Date” means any date on which a Monthly Report is required to be delivered in accordance with Section 8.5(i). 
 “Reporting Period” means a fiscal month of the Originators. The Servicer shall from time to time deliver to the Agent a current schedule of fiscal months of the Originators then in effect. 
 “Required Financial Institutions” means, at any time, Financial Institutions with Commitments in excess of 50% of the Purchase Limit or,
in the case of a Purchase Group, of the Group Purchase Limit; provided, that, so long as there are no more than two (2) Financial Institutions, Required Financial Institutions shall mean each of the Financial Institutions. 
  

 Exh. I-22 








 “Required Notice Period” means two Business Days. 
 “Restricted Junior Payment” means (i) any dividend or other distribution, direct or indirect, on account of any shares of any class
of capital stock of Seller now or hereafter outstanding, except a dividend payable solely in shares of that class of stock or in any junior class of stock of Seller, (ii) any redemption, retirement, sinking fund or similar payment, purchase or
other acquisition for value, direct or indirect, of any shares of any class of capital stock of Seller now or hereafter outstanding, (iii) any payment or prepayment of principal of, premium, if any, or interest, fees or other charges on or with
respect to, and any redemption, purchase, retirement, defeasance, sinking fund or similar payment and any claim for rescission with respect to the Subordinated Loans (as defined in each Receivables Sale Agreement), (iv) any payment made to
redeem, purchase, repurchase or retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of capital stock of Seller now or hereafter outstanding, and (v) any payment of management
fees by Seller (except for reasonable management fees to any Originator or its Affiliates in reimbursement of actual management services performed). 
 “S&P” means Standard & Poor’s Ratings Group, a division of the McGraw Hill Companies, Inc. 
 “Seller” has the meaning set forth in the preamble to this Agreement. 
 “Seller
Parties” means, collectively, Seller, individually, Seller in its capacity as Servicer and any sub-Servicer. 
 “Servicer” means at any time the Person (which may be the Agent) then authorized pursuant to Article VIII to service, administer and collect Receivables. 
 “Servicer Reserve” means, on any date, an amount equal to 0.50% multiplied by the Net Receivables Balance as of the close of business of
the Servicer on such date. 
 “Servicing Fee” has the meaning set forth in Section 8.6. 
 “Settlement Date” means (A) the Wednesday immediately after the Reporting Date in such month (the “Scheduled Settlement
Date”) (or, if such Wednesday is not a Business Day, the first Business Day following such Wednesday), and (B) the last day of the relevant Tranche Period in respect of each Purchaser Interest of the Financial Institutions. 

“Settlement Period” means (A) in respect of each Purchaser Interest of the Conduits, the immediately preceding Accrual Period,
and (B) in respect of each Purchaser Interest of the Financial Institutions, the entire Tranche Period of such Purchaser Interest. 
 “Subsidiary” of a Person means any corporation, association, partnership, limited liability company, joint venture or other business entity of which more than 50% of the voting stock, membership interests or other equity
interests (in the case of Persons other than corporations) is owned or controlled directly or indirectly by the Person, or one or more of the Subsidiaries of the Person, or a combination thereof. Unless otherwise expressly provided, all references
herein to a “Subsidiary” shall mean a Subsidiary of Seller. 
  

 Exh. I-23 








 “Termination Date” has the meaning set forth in Section 2.2. 
 “Termination Percentage” has the meaning set forth in Section 2.2. 
 “Terminating Financial Institution” has the meaning set forth in Section 12.3(a). 
 “Terminating Tranche” has the meaning set forth in Section 4.3(b). 
 “Tranche Period” means, with respect to any Purchaser Interest held by a Financial Institution, including any Purchaser Interest or an
undivided interest in a Purchaser Interest assigned to a Financial Institution pursuant to a Liquidity Agreement: 
 (a) if Yield for such
Purchaser Interest is calculated on the basis of the LIBO Rate, a period of one, two, three or six months, commencing on a Business Day selected by Seller in accordance with the terms of this Agreement. Such Tranche Period shall end on the day in
the applicable succeeding calendar month which corresponds numerically to the beginning day of such Tranche Period; provided, however, that if there is no such numerically corresponding day in such succeeding month, such Tranche Period
shall end on the last Business Day of such succeeding month; or 
 (b) if Yield for such Purchaser Interest is calculated on the basis of the
Base Rate, a period commencing on a Business Day selected by Seller and agreed to by the applicable Managing Agent, provided no such period shall exceed one month. 
 If any Tranche Period would end on a day which is not a Business Day, such Tranche Period shall end on the next succeeding Business Day, provided, however, that in the case of Tranche Periods corresponding to the LIBO Rate, if
such next succeeding Business Day falls in a new month, such Tranche Period shall end on the immediately preceding Business Day. In the case of any Tranche Period for any Purchaser Interest which commences before the Amortization Date and would
otherwise end on a date occurring after the Amortization Date, such Tranche Period shall end on the Amortization Date. The duration of each Tranche Period which commences after the Amortization Date shall be of such duration as selected by the
applicable Managing Agent. 
 “Transaction Documents” means, collectively, this Agreement, each Purchase Notice, each
Receivables Sale Agreement, the Deed of Trust and Charge, each Collection Account Agreement, the Performance Undertaking, the Fee Letters, each Subordinated Note (issued under and as defined in each Receivables Sale Agreement) and all other
instruments, documents and agreements executed and delivered in connection herewith. 
 “UCC” means (i) the Uniform
Commercial Code as from time to time in effect in the specified jurisdiction and (ii) the PPSA. 
 “UK Receivable”
means any Receivable originated by JD-UK and purportedly transferred by JD-UK to Seller under the Receivables Sale Agreement between JD-UK and Seller. 
  

 Exh. I-24 








 “Wholly-Owned Subsidiary” of a Person means (i) any corporation 100% of the
outstanding securities having ordinary voting power of which shall at the time be owned or controlled, directly or indirectly, by such Person or by one or more of its Subsidiaries or by such Person and one or more of its Subsidiaries, or
(ii) any partnership, association, limited liability company, joint venture or similar business organization 100% of the ownership interests having ordinary voting power of which shall at the time be so owned or controlled. 
 “Yield” means for each respective Tranche Period relating to Purchaser Interests of the Financial Institutions, including, without
limitation, any Purchaser Interests or undivided interests in Purchaser Interests assigned to a Financial Institution pursuant to a Liquidity Agreement, an amount equal to the product of the applicable Discount Rate for each Purchaser Interest
multiplied by the Capital of such Purchaser Interest for each day elapsed during such Tranche Period, annualized on a 360 day basis. 
 “Yield Reserve” means, on any date, an amount equal to 1.00% multiplied by the Net Receivables Balance as of the close of business of the Servicer on such date. 
 All accounting terms not specifically defined herein shall be construed in accordance with GAAP. All 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. 
  

 Exh. I-25 








 EXHIBIT II 
 FORM OF PURCHASE NOTICE 
 [Date] 
  

					
	The Bank of Nova Scotia, as Agent	 	
	165 Broadway	 	
	New York, New York 10006	 	
	Attention:	 		 	
	Phone:	 		 	
	Fax:	 		 	
			
	Attention:	 	[ABF Treasury]	 	
			
		 	Re: PURCHASE NOTICE	 	

 Ladies and Gentlemen: 
 Reference is hereby made to the Third Amended and Restated Receivables Purchase Agreement, dated as of December 10, 2008, by and among JWPR Corporation, a Nevada corporation, as seller and servicer (the
“Seller”), the Purchasers and Managing Agents party thereto and The Bank of Nova Scotia as Agent (as amended, restated, supplemented or otherwise modified, the “Receivables Purchase Agreement”). Capitalized terms
used herein shall have the meanings assigned to such terms in the Receivables Purchase Agreement. 
 The Managing Agents are hereby notified
of the following Incremental Purchase: 
  

			
	Purchase Price:	  	 The amount of the Purchase Price to be funded by each Purchase Group is as follows:
 (a) BNS Purchase Group: $                    

	Date of Purchase:	  	
	Requested Discount Rate:	  	[LIBO Rate] [Base Rate]

 Please credit the Purchase Price in immediately available funds to our Facility Account [and then
wire-transfer the Purchase Price in immediately available funds on the above-specified date of purchase to: 
 [Account Name] 
 [Account No.] 
 [Bank Name & Address] 
 [ABA #] 
 Reference: 
 Telephone advice to: [Name] @ tel. No. ( ) 
  

 Exh. IV-1 








 Please advise [Name] at telephone no ( )
            if none of the Conduits will be making this purchase. 
 In
connection with the Incremental Purchase to be made on the above listed “Date of Purchase” (the “Purchase Date”), Seller hereby certifies that the following statements are true on the date hereof, and will be true on the
Purchase Date (before and after giving effect to the proposed Incremental Purchase): 
 (i) the representations and warranties of Seller set
forth in Section 5.1 of the Receivables Purchase Agreement are true and correct on and as of the Purchase Date as though made on and as of such date; 
 (ii) no event has occurred and is continuing, or would result from the proposed Incremental Purchase, that will constitute an Amortization Event, and no event has occurred and is continuing, or would result from such
Incremental Purchase or Reinvestment, that would constitute a Potential Amortization Event; 
 (iii) the Facility Termination Date has not
occurred, the Aggregate Capital does not exceed the Purchase Limit and the aggregate Purchaser Interests do not exceed 97%, the related Purchase Price does not exceed the Availability immediately prior to giving effect to such purchase; and

 (iv) the amount of Aggregate Capital is $             after giving effect to
the Incremental Purchase to be made on the Purchase Date. 
  

			
	Very truly yours,
	
	JWPR CORPORATION
		
	By:	 	  

	Name:	 	
	Title:	 	


  

 Exh. IV-2 








 EXHIBIT III 
 Places of Business; Locations of Records; 
 Federal Employer Identification Number(s); Other Names

 JWPR CORPORATION 
 Places of Business:

 c/o M & I Portfolio Services, Inc. 
 3992 Howard Hughes Parkway, Suite 100 
 Las Vegas, NV 89109 
 Locations of Records: 
 c/o M & I Portfolio Services, Inc. 
 3992 Howard Hughes Parkway, Suite 100 
 Las
Vegas, NV 89109 
 Federal Employer Identification Number: 
 88-0488226 
 Corporate, Partnership Trade and Assumed Names: 
 None 
  

 Exh. III-1 








 EXHIBIT IV 
 NAMES OF COLLECTION BANKS; COLLECTION ACCOUNTS 
  

							
	 Name of Originator
	  	 Bank Name & Address
	  	Account
Number	  	 Name & Address of
 Associated Lock-Box

	 JohnsonDiversey, Inc.
 (JDINA)
	  	 Bank of America, N.A.
 135 S. LaSalle Street
 Chicago, IL 60603
	  	5800400664	  	 1589 Paysphere Circle
 Chicago, IL 60674

	 JohnsonDiversey, Inc.
 (US Chemical)
	  	 Bank of America, N.A.
 135 S. LaSalle Street
 Chicago, IL 60603
	  	5800400706	  	 2205 Paysphere Circle
 Chicago, IL 60674

	 JohnsonDiversey, Inc.
	  	 Bank of America, N.A.
 135 S. LaSalle Street
 Chicago, IL 60603
	  	5800400789	  	 2350 Paysphere Circle
 Chicago, IL 60674

	 JohnsonDiversey, Inc.
 (Professional Consumer Branded Products)
	  	 Bank of America, N.A.
 135 S. LaSalle Street
 Chicago, IL 60603
	  	5800400672	  	 1696 Paysphere Circle
 Chicago, IL 60674

	 JohnsonDiversey, Inc.
 (Americlean)
	  	 Bank of America, N.A.
 135 S. LaSalle Street
 Chicago, IL 60603
	  	5800400698	  	 1760 Paysphere Circle
 Chicago, IL 60674

	 JohnsonDiversey Canada, Inc.
	  	 Citibank Toronto
 123 Front Street West
 Toronto, Ontario
 M5J 2M3 Canada
	  	2014258007	  	 N/A

	 JohnsonDiversey Canada, Inc.
	  	 Royal Bank of Canada
 PO Box 7450
 Postal Station A
 Toronto, Ontario
 M5W 3C1 Canada
	  	1012988	  	 PO Box 7450
 Postal Station A
 Toronto, Ontario
 M5W 3C1 Canada

	 JohnsonDiversey Canada, Inc.
	  	 Toronto Dominion Bank
 PO Box 6100
 Postal Station F
 Toronto, Ontario
 M4Y 2Z2 Canada
	  	6200303654	  	 PO Box 6100
 Postal Station F
 Toronto, Ontario
 M4Y 2Z2 Canada


  

 Exh. IV-1 








 EXHIBIT V 
 FORM OF COMPLIANCE CERTIFICATE 
 To The Bank of Nova Scotia, as Agent, and each of the
“Purchasers” and “Managing Agents” party to the Agreement defined below. 
 This Compliance Certificate is furnished
pursuant to that certain Third Amended and Restated Receivables Purchase Agreement dated as of December 10, 2008 among JWPR Corporation, a Nevada corporation, as seller and servicer (the “Seller”), the Purchasers and Managing
Agents party thereto and The Bank of Nova Scotia, as agent (as amended, restated, supplemented or otherwise modified, the “Agreement”). Terms used herein and not otherwise defined herein shall have the meanings assigned in the
Agreement. 
 THE UNDERSIGNED HEREBY CERTIFIES THAT: 
 1. I am the duly elected              of Seller. 
 2. I have reviewed the terms of the Agreement and I have made, or have caused to be made under my supervision, a detailed review of the transactions and conditions of Seller and its Subsidiaries during the accounting period covered by the
attached financial statements. 
 3. The examinations described in paragraph 2 did not disclose, and I have no knowledge of, the existence of
any condition or event which constitutes an Amortization Event or Potential Amortization Event, as each such term is defined under the Agreement, during or at the end of the accounting period covered by the attached financial statements or as of the
date of this Certificate, except as set forth in paragraph 5 below. 
 4. As of the last day of the accounting period covered by the attached
financial statements: 
  

	 	a.	the shareholders equity of Seller was [$            ], 

  

	 	b.	the Aggregate Capital under the Agreement was [$            ], 

  

	 	c.	3% of the amount set forth in line 4b is an amount equal to [$            ], and 

  

	 	d.	the amount set forth in line 4a is greater than or equal to the amount set forth in line 4c. 

 5. Schedule I attached hereto is the Compliance Certificate provided by JDI to the Seller in respect of the accounting period covered by the attached
financial statements in accordance with the terms of the Receivables Sale Agreement to which JDI is party. 
  

 Exh. V-1 








 6. Described below are the exceptions, if any, to paragraph 3 by listing, in detail, the nature of the
condition or event, the period during which it has existed and the action which Seller has taken, is taking, or proposes to take with respect to each such condition or event: 
   
  
  
  
  
  
 7. Schedule II attached hereto is the Offshore
Base Compliance Certificate. 
 The foregoing certifications, together with the computations set forth in Schedule I hereto and the financial
statements delivered with this Certificate in support hereof, are made and delivered this      day of             ,         .

  

 Exh. V-2 








 SCHEDULE I TO COMPLIANCE CERTIFICATE 
 [Attach Compliance Certificates from JDI Receivables Sale Agreement for corresponding accounting period.] 
  

 Exh. V-3 








 SCHEDULE II 
 [Form of Offshore Base Compliance Certificate] 
 [Attached] 
  

 Exh. V-4 








 EXHIBIT VI 
 [Reserved] 
  

 Annex A-1 








 EXHIBIT VII 
 FORM OF ASSIGNMENT AGREEMENT 
 THIS ASSIGNMENT AGREEMENT (this “Assignment Agreement”) is
entered into as of the      day of            ,         , by and between
                     (“Assignor”) and
                     (“Assignee”). 
 PRELIMINARY STATEMENTS 
 A. This Assignment Agreement is being executed and delivered in accordance with
Section 12.1(b) of that certain Third Amended and Restated Receivables Purchase Agreement dated as of December 10, 2008 by and among JWPR Corporation, as Seller and initial Servicer, the Conduits, the Financial Institutions and
Managing Agents party thereto and The Bank of Nova Scotia, as Agent (as amended, supplemented, modified or restated from time to time, the “Purchase Agreement”). Capitalized terms used and not otherwise defined herein are used with the
meanings set forth or incorporated by reference in the Purchase Agreement. 
 B. Assignor is a Financial Institution party to the Purchase
Agreement, and Assignee wishes to become a Financial Institution thereunder; and 
 C. Assignor is selling and assigning to Assignee an
undivided                      % (the “Transferred Percentage”) interest in all of Assignor’s rights and obligations under the
Purchase Agreement and the Transaction Documents, including, without limitation, Assignor’s Commitment and (if applicable) the Capital of Assignor’s Purchaser Interests as set forth herein. 
 AGREEMENT 
 The parties hereto hereby agree
as follows: 
 1. The sale, transfer and assignment effected by this Assignment Agreement shall become effective (the “Effective
Date”) two (2) Business Days (or such other date selected by the Managing Agent for the Assignor in its sole discretion) following the date on which a notice substantially in the form of Schedule II to this Assignment Agreement
(“Effective Notice”) is delivered by such Managing Agent to the related Conduit, the Agent, Assignor and Assignee. From and after the Effective Date, Assignee shall be a Financial Institution party to the Purchase Agreement for all
purposes thereof as if Assignee were an original party thereto and Assignee agrees to be bound by all of the terms and provisions contained therein. 
 2. If Assignor has no outstanding Capital under the Purchase Agreement, on the Effective Date, Assignor shall be deemed to have hereby transferred and assigned to Assignee, without recourse, representation or warranty
(except as provided in paragraph 6 below), and the Assignee shall be deemed to have hereby irrevocably taken, received and assumed from Assignor, the Transferred Percentage of Assignor’s Commitment and all rights and obligations associated
therewith under the terms of the Purchase Agreement, including, without limitation, the Transferred Percentage of Assignor’s future funding obligations under Section 4.1 of the Purchase Agreement. 
  

 Exh.VII-1 








 3. If Assignor has any outstanding Capital under the Purchase Agreement, at or before 12:00 noon, local
time of Assignor, on the Effective Date Assignee shall pay to Assignor, in immediately available funds, an amount equal to the sum of (i) the Transferred Percentage of the outstanding Capital of Assignor’s Purchaser Interests (such amount,
being hereinafter referred to as the “Assignee’s Capital”); (ii) all accrued but unpaid (whether or not then due) Yield attributable to Assignee’s Capital; and (iii) accruing but unpaid fees and other costs and
expenses payable in respect of Assignee’s Capital for the period commencing upon each date such unpaid amounts commence accruing, to and including the Effective Date (the “Assignee’s Acquisition Cost”); whereupon, Assignor
shall be deemed to have sold, transferred and assigned to Assignee, without recourse, representation or warranty (except as provided in paragraph 6 below), and Assignee shall be deemed to have hereby irrevocably taken, received and assumed from
Assignor, the Transferred Percentage of Assignor’s Commitment and the Capital of Assignor’s Purchaser Interests (if applicable) and all related rights and obligations under the Purchase Agreement and the Transaction Documents, including,
without limitation, the Transferred Percentage of Assignor’s future funding obligations under Section 4.1 of the Purchase Agreement. 
 4. Concurrently with the execution and delivery hereof, Assignor will provide to Assignee copies of all documents requested by Assignee which were delivered to Assignor pursuant to the Purchase Agreement. 

5. Each of the parties to this Assignment Agreement agrees that at any time and from time to time upon the written request of any other party, it will
execute and deliver such further documents and do such further acts and things as such other party may reasonably request in order to effect the purposes of this Assignment Agreement. 
 6. By executing and delivering this Assignment Agreement, Assignor and Assignee confirm to and agree with each other, the Agent, the Managing Agents and
the Financial Institutions as follows: (a) other than the representation and warranty that it has not created any Adverse Claim upon any interest being transferred hereunder, Assignor makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or representations made by any other Person in or in connection with the Purchase Agreement or the Transaction Documents or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of Assignee, the Purchase Agreement or any other instrument or document furnished pursuant thereto or the perfection, priority, condition, value or sufficiency of any collateral; (b) Assignor makes no representation or
warranty and assumes no responsibility with respect to the financial condition of Seller, any Obligor, any Seller Affiliate or the performance or observance by Seller, any Obligor, any Seller Affiliate of any of their respective obligations under
the Transaction Documents or any other instrument or document furnished pursuant thereto or in connection therewith; (c) Assignee confirms that it has received a copy of the Purchase Agreement and copies of such other Transaction Documents, and
other documents and information as it has requested and deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement; (d) Assignee will, independently and without reliance upon the Agent, any Managing
Agent, any Conduit, Seller or any other Financial Institution or Purchaser and based on 

  

 Exh. VII-2 








 
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
Purchase Agreement and the Transaction Documents; (e) Assignee appoints and authorizes the Agent and the Managing Agent of the Assignor’s Purchase Group to take such action as agent on its behalf and to exercise such powers under the
Transaction Documents as are delegated to the Agent and such Managing Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (f) Assignee agrees that it will perform in accordance with their terms all of
the obligations which, by the terms of the Purchase Agreement and the other Transaction Documents, are required to be performed by it as a Financial Institution or, when applicable, as a Purchaser. 
 7. Each party hereto represents and warrants to and agrees with the Agent and the Managing Agent of the Assignor’s Purchase Group that it is aware
of and will comply with the provisions of the Purchase Agreement, including, without limitation, Sections 4.1, 12.5 and 14.6 thereof. 
 8. Schedule I hereto sets forth the revised Commitment of Assignor and the Commitment of Assignee, as well as administrative information with respect to Assignee. 
 9. THIS ASSIGNMENT AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
 10. Assignee hereby covenants and agrees that, prior to the date which is one year and one day after the payment in full of all senior indebtedness for
borrowed money of any Conduit, it will not institute against, or join any other Person in instituting against, any Conduit any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws
of the United States or any state of the United States. 
  

 Exh. VII-3 








 IN WITNESS WHEREOF, the parties hereto have caused this Assignment Agreement to be executed by their
respective duly authorized signatories of the date hereof. 
  

			
	[ASSIGNOR]
		
	By:	 	 
	Title:	 	
	
	[ASSIGNEE]
		
	By:	 	 
	Title:	 	


  

 Exh. VII-4 








 SCHEDULE I TO ASSIGNMENT AGREEMENT 
 LIST OF LENDING OFFICES, ADDRESSES 
 FOR NOTICES AND COMMITMENT AMOUNTS 
 Date:             ,          
 Transferred Percentage:             % 
  

									
	 	 	 A-1
	 	 A-2
	 	 B-1
	 	 B-2

	 Assignor
	 	Commitment (prior to giving effect to the Assignment Agreement)	 	Commitment (after giving effect to the Assignment Agreement)	 	Outstanding Capital (if any)	 	Ratable Share of Outstanding Capital

  

									
	 	 	 	 	 A-2
	 	 B-1
	 	 B-2

	 Assignee
	 		 	Commitment (after giving effect to the Assignment Agreement)	 	Outstanding Capital (if any)	 	Ratable Share of Outstanding Capital

  

			
	 Address for Notices
	 	
		
	  
	 	
	  
	 	
	 Attention:
	 	
	 Phone:
	 	
	 Fax:
	 	

  

 Exh. VII-5 








 SCHEDULE II TO ASSIGNMENT AGREEMENT 
 EFFECTIVE NOTICE 
  

					
	TO:	  	                                       
 ,	 	Assignor
		  	
                                        
	 	
		  	
                                        
	 	
		  	
                                        
	 	
			
	TO:	  	                                        
 ,
	 	Assignee
		  	
                                        
	 	
		  	
                                        
	 	
		  	
                                        
	 	

 Each of the undersigned, as Agent and the Managing Agent for the Assignor’s Purchase Group,
respectively, under the Third Amended and Restated Receivables Purchase Agreement dated as of December 10, 2008 by and among JWPR Corporation, as Seller and initial Servicer, the Conduits, the Managing Agents and the Financial Institutions
party thereto and The Bank of Nova Scotia, as Agent, hereby acknowledges receipt of executed counterparts of a completed Assignment Agreement dated as of             ,
         between
                                        , as
Assignor, and
                                        , as
Assignee. Terms defined in such Assignment Agreement are used herein as therein defined. 
 1. Pursuant to such Assignment Agreement, you are
advised that the Effective Date will be             ,         . 
 2. The Managing Agent, on behalf of the affected Conduit(s) hereby consents to the Assignment Agreement as required by Section 12.1(b) of the Amended and Restated Receivables Purchase Agreement.

  

 Exh. VII-6 








 [3. Pursuant to such Assignment Agreement, the Assignee is required to pay
$             to Assignor at or before 1:00 p.m. (local time of Assignor) on the Effective Date in immediately available funds.] 
  

			
	Very truly yours,
	
	THE BANK OF NOVA SCOTIA, as Agent
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	[MANAGING AGENT], as Managing Agent
		
	By:	 	  

	Name:	 	
	Title:	 	


  

 Exh. VII-7 








 EXHIBIT VIII 
 CREDIT AND COLLECTION POLICY 
 See Applicable Exhibit or Schedule to each Receivables Sale Agreement

  

 Exh. VIII-1 








 EXHIBIT IX 
 FORM OF CONTRACT(S) 
 See Attached 
  

 Exh. IX-1 








 EXHIBIT X 
 FORM OF MONTHLY REPORT 
 In addition to such other information as may be included on this exhibit, each
Monthly Report should set forth the following with respect to the related fiscal month (the applicable “Calculation Period”) (i) the aggregate Outstanding Balance of Receivables created and conveyed by each Originator to Seller in
purchases pursuant to the relevant Receivables Sale Agreement during such Calculation Period, as well as the Net Receivables Balance included therein, (ii) the aggregate purchase price payable to each Originator in respect of such purchases,
specifying the Discount Factor (as defined in the relevant Receivables Sale Agreement) in effect for such Calculation Period and the aggregate Purchase Price Credits (as defined in each Receivables Sale Agreement) deducted in calculating such
aggregate purchase price, (iii) the aggregate amount of funds received by the Servicer during such Calculation Period which are to be applied as Reinvestments, (iv) the increase or decrease in the amount outstanding under the Subordinated
Note (as defined in each Receivables Sale Agreement) as of the end of such Calculation Period after giving effect to the application of funds toward the aggregate purchase price and the restrictions on Subordinated Loans (as defined in each
Receivables Sale Agreement) set forth in Section 1.2(a)(ii) of each Receivables Sale Agreement, and (v) the amount of any capital contribution made by any Originator to Seller as of the end of such Calculation Period pursuant to
Section 1.2(b) of each Receivables Sale Agreement.] 
 The above is a true and accurate accounting pursuant to the terms of the
Third Amended and Restated Receivables Purchase Agreement dated December 10, 2008 (as amended, restated, supplemented or otherwise modified, the “Agreement”; terms used herein and not otherwise defined herein to have the meanings set
forth in the Agreement), by and among JWPR Corporation, the Managing Agents, the Purchasers from time to time party thereto and The Bank of Nova Scotia, as Agent, and I have no knowledge of the existence of any conditions or events which constitute
an Amortization Event or Potential Amortization Event during or at the end of the accounting period covered by this monthly report or as of the date of this certificate, except as set forth below. 
 For purposes of English law, JWPR Corporation hereby assigns to the Agent, for the benefit of the Purchasers, a Purchaser Interest in all UK Receivables,
together with all Related Security and Collections with respect thereto, existing on the date hereof to the extent not previously assigned. 
  

			
	By:	 	  

	Name:	 	  

	Title:	 	  



			
	Company Name:	 	  



			
	Date:	 	  


  

 Exh. X-1 








 EXHIBIT XI 
 FORM OF JOINDER AGREEMENT 
 Reference is made to the Third Amended and Restated Receivables Purchase
Agreement dated as of December 10, 2008 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), among JWPR Corporation, as seller (“Seller”) and as initial
Servicer (together with its successors and assigns, the “Servicer”), the funding entities parties thereto from time to time (together with their respective successors and assigns, the “Financial Institutions”), the
commercial paper conduits parties thereto from time to time (collectively, the “Conduits”, and together with the Financial Institutions, the “Purchasers”), the financial institutions parties thereto from time to
time as Managing Agents (each, a “Managing Agent” and collectively, the “Managing Agents”) and The Bank of Nova Scotia, as agent for the Purchasers (together with its successors and assigns, the
“Agent”). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Agreement. 
                                        
  (the “New Managing Agent”),
                                        
(the “New Conduit”),
                                        
(the “New Financial Institution[s]”; and together with the New Managing Agent and New Conduit, the “New Purchase Group”), the Seller, the Servicer and the Agent agree as follows: 
 1. Pursuant to Section 12.4 of the Agreement, the Seller has requested that the New Purchase Group agree to become a “Purchase
Group” under the Agreement. 
 2. The effective date (the “Effective Date”) of this Joinder Agreement shall be the
later of (i) the date on which a fully executed copy of this Joinder Agreement is delivered to the Agent and (ii) the date of this Joinder Agreement. 
 3. By executing and delivering this Joinder Agreement, each of the New Managing Agent, the New Conduit and the New Financial Institution[s] confirms to and agrees with each other party to the Agreement that
(i) it has received a copy of the Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Joinder Agreement; (ii) it will, independently and without
reliance upon the Agent, the other Managing Agents, the other Purchasers or any of their respective Affiliates, 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 or any Transaction Document; (iii) it appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Agreement, the Transaction Documents and any other
instrument or document pursuant thereto as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto and to enforce its respective rights and interests in and under the Agreement, the Transaction
Documents, the Receivables, the Related Security and the Collections; (iv) it will perform all of the obligations which by the terms of the Agreement and the Transaction Documents are required to be performed by it as a Managing Agent, a
Conduit and a Financial Institution, respectively; (v) its address for notices shall be the office set forth beneath its name on the signature pages of this Joinder Agreement; and (vi) it is duly authorized to enter into this Joinder
Agreement. 
  

 Exh. XII-1 








 4. On the Effective Date of this Joinder Agreement, each of the New Managing Agent, the New Conduit and
the New Financial Institution[s] shall join in and be a party to the Agreement and, to the extent provided in this Joinder Agreement, shall have the rights and obligations of a Managing Agent, a Conduit and a Financial Institution, respectively,
under the Agreement. 
 5. The “Commitment[s]” with respect to the New Financial Institution[s] [is] [are]: 
 [New Financial
Institution]                                       
  $[            ] 
 6. This Joinder Agreement may be executed by one or more
of the parties on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. 
 7. This Joinder Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. 
  

 Exh. XII-2 








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

					
	NEW CONDUIT:	    	[NEW CONDUIT]
			
		    	By:	 	  

		    	Name:	 	
		    	Title:	 	
		
		    	Address for notices:
		    	[Address]
		
	NEW FINANCIAL INSTITUTION [S]:	    	[NEW FINANCIAL INSTITUTION]
			
		    	By:	 	  

		    	Name:	 	
		    	Title:	 	
		
		    	Address for notices:
		    	[Address]
		
	NEW MANAGING AGENT:	    	[NEW MANAGING AGENT]
			
		    	By:	 	  

		    	Name:	 	
		    	Title:	 	
		
		    	Address for notices:
		    	[Address]

  

 Exh. XII-3 








 SCHEDULE A 
 COMMITMENTS OF FINANCIAL INSTITUTIONS 
  

						
	 Financial Institution
	  	 Purchase Group
	  	Commitment
	 The Bank of Nova Scotia
	  	BNS Purchase Group	  	$	75,000,000

  

 A-1 








 SCHEDULE B 
 DOCUMENTS TO BE DELIVERED TO THE AGENT 
 ON OR PRIOR TO THE INITIAL PURCHASE 
 [List of Closing Documents to be Attached] 
  

 B-1 








 TABLE OF CONTENTS 
  


							
	 ARTICLE I 
	  	
		 	PURCHASE ARRANGEMENTS	  	1
		 	Section 1.1	  	Purchase Facility.	  	1
		 	Section 1.2	  	Increases.	  	2
		 	Section 1.3	  	Decreases	  	3
		 	Section 1.4	  	Payment Requirements	  	3
		 	Section 1.5	  	Hedging Arrangements.	  	4
		
	 ARTICLE II 
	  	
		 	PAYMENTS AND COLLECTIONS	  	4
		 	Section 2.1	  	Payments	  	4
		 	Section 2.2	  	Collections Prior to Amortization	  	5
		 	Section 2.3	  	Collections Following Amortization	  	6
		 	Section 2.4	  	Application of Collections	  	6
		 	Section 2.5	  	Payment Rescission	  	7
		 	Section 2.6	  	Maximum Purchaser Interests	  	7
		 	Section 2.7	  	Clean Up Call	  	7
		
	 ARTICLE III 
	  	
		 	CONDUIT FUNDING	  	8
		 	Section 3.1	  	CP Costs	  	8
		 	Section 3.2	  	CP Costs Payments	  	8
		 	Section 3.3	  	Calculation of CP Costs	  	8
		
	 ARTICLE IV 
	  	
		 	FINANCIAL INSTITUTION FUNDING	  	8
		 	Section 4.1	  	Financial Institution Funding	  	8
		 	Section 4.2	  	Yield Payments	  	9
		 	Section 4.3	  	Selection and Continuation of Tranche Periods.	  	9
		 	Section 4.4	  	Financial Institution Discount Rates	  	9
		 	Section 4.5	  	Suspension of the LIBO Rate.	  	9
		
	 ARTICLE V 
	  	
		 	REPRESENTATIONS AND WARRANTIES	  	10
		 	Section 5.1	  	Representations and Warranties of Seller	  	10
		
	 ARTICLE VI 
	  	
		 	CONDITIONS PRECEDENT	  	14
		 	Section 6.1	  	Conditions Precedent to Effectiveness	  	14
		 	Section 6.2	  	Conditions Precedent to All Purchases and Reinvestments	  	14
		
	 ARTICLE VII 
	  	
		 	COVENANTS	  	15
		 	Section 7.1	  	Affirmative Covenants of Seller	  	15

  

 i 









							
		 	Section 7.2	  	Negative Covenants of the Seller	  	24
		
	 ARTICLE VIII
	  	
		 	ADMINISTRATION AND COLLECTION	  	26
		 	Section 8.1	  	Designation of Servicer.	  	26
		 	Section 8.2	  	Duties of Servicer	  	26
		 	Section 8.3	  	Collection Notices	  	29
		 	Section 8.4	  	Responsibilities of Seller	  	29
		 	Section 8.5	  	Collateral Reports	  	29
		 	Section 8.6	  	Servicing Fees	  	29
		
	 ARTICLE IX
	  	
		 	AMORTIZATION EVENTS	  	30
		 	Section 9.1	  	Amortization Events	  	30
		 	Section 9.2	  	Remedies	  	32
		
	 ARTICLE X
	  	
		 	INDEMNIFICATION	  	32
		 	Section 10.1	  	Indemnities by the Seller	  	32
		 	Section 10.2	  	Indemnities by the Servicer	  	35
		 		  	Any claim made by any Indemnified Party under this Section 10.2 shall be made in a written notice to Servicer, which notice shall set forth in reasonable detail a description of the
basis for such claim.	  	37
		 	Section 10.3	  	Increased Cost and Reduced Return.	  	37
		 	Section 10.4	  	Other Costs and Expenses.	  	38
		 	Section 10.5	  	Liquidity Agreements	  	39
		 	Section 10.6	  	Taxes	  	39
		
	 ARTICLE XI
	  	
		 	THE AGENTS	  	40
		 	Section 11.1	  	Authorization and Action	  	40
		 	Section 11.2	  	Delegation of Duties	  	40
		 	Section 11.3	  	Exculpatory Provisions	  	40
		 	Section 11.4	  	Reliance by Agents.	  	41
		 	Section 11.5	  	Non-Reliance on Agents and Other Purchasers	  	42
		 	Section 11.6	  	Reimbursement and Indemnification	  	42
		 	Section 11.7	  	Agents in their Individual Capacities	  	42
		 	Section 11.8	  	Successor Agent	  	42
		 	Section 11.9	  	Agent as Security Trustee	  	43
		
	 ARTICLE XII
	  	
		 	ASSIGNMENTS; PARTICIPATIONS; TERMINATING FINANCIAL INSTITUTIONS	  	43
		 	Section 12.1	  	Assignments.	  	43
		 	Section 12.2	  	Participations	  	44
		 	Section 12.3	  	Terminating Financial Institutions.	  	44
		 	Section 12.4	  	Additional Purchase Groups	  	45

  

 ii 









							
		 	Section 12.5	  	Withholding Tax Exemption.	  	45
		
	 ARTICLE XIII
	  	
		 	RESERVED	  	46
		
	 ARTICLE XIV
	  	
		 	MISCELLANEOUS	  	46
		 	Section 14.1	  	Waivers and Amendments.	  	46
		 	Section 14.2	  	Notices	  	48
		 	Section 14.3	  	Ratable Payments	  	48
		 	Section 14.4	  	Protection of Ownership Interests of the Purchasers.	  	48
		 	Section 14.5	  	Confidentiality.	  	49
		 	Section 14.6	  	Bankruptcy Petition	  	50
		 	Section 14.7	  	Limitation of Liability	  	50
		 	Section 14.8	  	CHOICE OF LAW	  	50
		 	Section 14.9	  	CONSENT TO JURISDICTION	  	50
		 	Section 14.10	  	WAIVER OF JURY TRIAL	  	51
		 	Section 14.11	  	Integration; Binding Effect; Termination of Agreement; Survival of Terms.	  	51
		 	Section 14.12	  	Counterparts; Severability; Section References	  	52
		 	Section 14.13	  	Agent Roles.	  	52
		 	Section 14.14	  	Characterization.	  	53
		 	Section 14.15	  	Excess Funds	  	53
		 	Section 14.16	  	Amendment and Restatement.	  	53
		 	Section 14.17	  	Consents to Certain Transaction Documents.	  	54

  

 iii 








 Exhibits and Schedules 
  

			
	Exhibit I	  	Definitions
	Exhibit II	  	Form of Purchase Notice
	Exhibit III	  	Places of Business of the Seller Parties: Location of Records; Federal Employer Identification Number(s)
	Exhibit IV	  	Names of Collection Banks; Collection Accounts
	Exhibit V	  	Form of Compliance Certificate; Form of Offshore Base Rate Compliance Certificate
	Exhibit VI	  	[Reserved]
	Exhibit VII	  	Form of Assignment Agreement
	Exhibit VIII	  	Credit and Collection Policy
	Exhibit IX	  	Form of Contract(s)
	Exhibit X	  	Form of Monthly Report
	Exhibit XI	  	Form of Joinder Agreement
		
	Schedule A	  	Commitments
	Schedule B	  	Closing Documents

  

 iv