“Regulation D” means Regulation D issued by the Board, as from time to time amended, and all official rulings and interpretations thereunder or thereof.

Each Jones Entity is an “Accredited Investor” as defined in Rule 501(d) of Regulation D, promulgated by the SEC under the Securities Act.

The Facility D Commitments which, at that time, are unutilised shall be immediately cancelled at the end of the Availability Period for Facility D.

if the amount of the maturing Facility D Loan is equal to or less than the aggregate amount of the new Facility D Loans:

With respect to the continuation of certain employee benefits for twenty-four (24) months pursuant to [Section 5(d)(D)], the following shall apply:

-4 Vesting Notwithstanding anything in Section 4.2 to the contrary, [Schedule D.2] Participants shall be vested in their Retirement Contribution Accounts upon completing three years of Vesting Service. For this purpose, a “Year of Vesting Service” means a Plan Year in which the [Schedule D.2] Participant is credited with at least 1,000 Hours of Service. Service with a [Schedule D.2] Employer and Affiliates shall be recognized for purposes of this Section D.2-4, including, but not limited to, service that occurred prior to the Effective Date, applying these rules as if the [Schedule D.2]

[Schedule 3.1(d)] to the Participation Agreement is hereby deleted in its entirety and replaced with the [Schedule 3.1(d)] attached hereto as [Annex A].

D Compliance Certificate

Party D: ​ (guarantor)

Kevin D. Hochman,