THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

(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.

(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.

(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) .

(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 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) .

(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 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 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.

(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.

(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.

(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.

(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;

(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.

(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.

(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.

(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.

(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.

(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.

(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 1 ^st and May 30 ^th 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.

(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) .

(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;

(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;

(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;

(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

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.

(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.

(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.

(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.

(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, 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 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).

(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 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.

(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 .

(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;

(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 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;

(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.

(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;

(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;

(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) .

(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 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.

(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 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.