AMENDMENT NO. 2 TO RECEIVABLES PURCHASE AGREEMENT

SECTION 1.                            Amendments to the Purchase Agreement.   Effective as of the Amendment Effective Date, the Purchase Agreement is hereby amended as follows:

(a)                                 Any reference in the Purchase Agreement to “Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (Rabobank Nederland)” is hereby replaced with “Coöperatieve Rabobank, U.A.”

(b)                                 Sections 3.1(v) of the Purchase Agreement are hereby amended and restated in its entirety to read as follows:

(v) OFAC; Anti-Corruption and Sanctions Laws.  Seller is not, nor, to the knowledge of Seller, is any director, officer, employee or controlled affiliate of Seller, a Sanctioned Person.  Seller is in material compliance with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other similar anti-corruption legislation in other jurisdictions and has instituted and maintained policies and procedures reasonably designed to promote and achieve compliance with such laws.

(c)                                  Section 3.2(k) of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

(k) OFAC; Anti-Corruption and Sanctions Laws.  Servicer is not, nor is any of its Subsidiaries, nor, to the knowledge of Servicer or its Subsidiaries, is any director, officer, employee or controlled affiliate thereof, a Sanctioned Person.  Servicer and its Subsidiaries are in material compliance with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other similar anti-corruption legislation in other jurisdictions and have instituted and maintained policies and procedures reasonably designed to promote and achieve compliance with such laws.

(d)                                 Section 5.1(a)(iv) of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

(iv) Other Information.  Promptly, from time to time, such other information, documents, records or reports relating to the Receivables or the financial condition, operations or business of such Seller Party as the Administrative Agent or any Purchaser may from time to time reasonably request in order to protect the interests of the Administrative Agent and the Purchasers under or as contemplated by this Agreement, including any information available to the Seller as any Purchaser may reasonably request in order to assist such Purchaser in complying with its obligations under the European Union Capital Requirements Directive.

(e)                                  Section 5.2(h) is hereby amended and restated in its entirety to read as follows:

(h)                                 Use of Proceeds.  Seller will not use the proceeds of any Purchase hereunder, either directly or indirectly, for the purpose, whether immediate, incidental or ultimate, of “purchasing or carrying” any Margin Stock.  Seller will not, and will not permit any of its directors, officers, employees and agents to, use the proceeds of any Purchase of Receivables hereunder for the purpose of (A) offering, paying, promising to pay, or authorizing of the payment or giving of money, or anything else of value, to any Person in violation of any of the laws referenced in Section 3.2(k), or (B) funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, in violation of any of the laws referenced in Section 3.2(k).

(f)                                   Exhibit I to the Purchase Agreement is hereby amended to add the following defined terms in their appropriate alphabetical order:

“European Union Capital Requirements Directive” means Articles 404-410 of the Capital Requirements Regulation No. 575/2013 of the European Parliament and of the Council of 26 June 2013, as the same may be amended or re-enacted from time to time, and any related guidelines and regulatory technical standards or implementing technical standards published by the European Banking Authority and adopted by the European Commission.  References herein to the European Union Capital Requirements Directive or to any Article or other provision thereof shall include (i) any corresponding law or rule in effect in any country in the European Economic Area and applicable (directly or indirectly) to Rabobank (and, for the avoidance of doubt, references thereto shall also include any related directive given by an applicable Governmental Authority to Rabobank or any of its Affiliates in relation to any investments or exposures to risk in connection with the transactions contemplated by the Transaction Documents),  and (ii) any amendments to the foregoing and any order, instrument or regulation made or issued under the European Union Capital Requirements Directive or any of the foregoing.

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