AMENDING AGREEMENT

THIS AGREEMENT made as of the 22 day of November, 2013,

B E T W E E N:

(hereinafter called the "Seller" and the "Servicer"),

(hereinafter called "KAR"),

WHEREAS the Seller, KAR and the Purchaser entered into a second amended and restated receivables purchase agreement dated as of June 28, 2013 (as amended, the "RPA");

AND WHEREAS, in accordance with the terms of Section 10.4 of the RPA, the Seller, KAR and the Purchaser wish to amend the RPA in the manner set out in this amending agreement (the "Agreement");

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and covenants and agreements of the parties herein contained and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each of the parties), the parties hereby covenant and agree as follows:

""Float Sale Receivable" means a Receivable (i) generated by the Seller in connection with a marketing incentive program to support specific auctions pursuant to which the related Obligor is offered special terms which may include, without limitation, reduced floorplan fees or reduced interest charges, and (ii) which following the expiration of the initial term of such Float Sale Receivable, the Servicer may permit such Receivable to be rolled over and combined with the related Obligor's normal floorplan line of credit and existing Contract. For the avoidance of doubt, any Float Sale Receivable shall (i) be tracked as a Float Sale Receivable until it is no longer a Receivable, (ii) count against an Obligor's approved credit limit as governed by the Credit and Collection Policies and (iii) not constitute an Extended Curtailment Receivable.".

"(x) if the Receivable is a Float Sale Receivable, (i) the related vehicle was purchased at an auction (i.e. not a non-auction purchase), (ii) the initial float sale terms of such Float Sale Receivable do not exceed [*] days, (ii) the maximum terms of such Float Sale Receivable (i.e., the initial float sale terms plus the term permitted upon the conversion of such Float Sale Receivable to the standard Contract terms for such Obligor) does not exceed the lesser of (x) the float sale terms plus the related Obligor's normal maximum terms pursuant to clause (m) above or (y) [*] days, provided further, that any Receivable curtailed beyond [*] days will be ineligible as of the Curtailment Date which extends the Receivable beyond [*] days, and (iii) if the initial float sale terms for such Float Sale Receivable exceeds [*] days, such Float Sale Receivable's terms require a minimum principal payment of not less than [*] to be eligible for conversion to such Obligor's normal Contract terms.".

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