Amending Agreement No. 2 to Fourth Amended and Restated Receivables Purchase Agreement, dated December 18, 2018, between Automotive Finance Canada Inc., KAR Auction Services, Inc. and BNY Trust Company of Canada

THIS AGREEMENT made as of the 18^th day of December, 2018,

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 fourth amended and restated receivables purchase agreement dated as of December 20, 2016, as amended on January 30, 2017 (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:

""Cash Reserve Event" means as of any Settlement Date, (i) the arithmetic average of the Net Spread for [*], (ii) the Delinquency Ratio is greater than [*], or (iii) the average Payment Rate for [*], or [*]; provided, however, that following each occurrence of a Cash Reserve Event, such trigger shall remain in effect until [*]";

""Three-Month CDOR" means, on any day and for any Tranche Period, the annual rate of interest equal to the average discount rate (rounded upwards, if necessary, to the nearest 0.00001%) of 3-month Canadian dollar bankers' acceptances as displayed on the "Bloomberg Screen CDOR Page" as at approximately 10:00 a.m. (Toronto time) on the first day of such applicable Tranche Period (or, if such day is not a Business Day, on the preceding Business Day), provided, however, that if such rate does not appear on the Bloomberg Screen CDOR Page on such day as contemplated, then the CDOR rate on such day shall be calculated as the average of the rates for such period applicable to Canadian dollar bankers' acceptances quoted by the banks listed on Schedule I of the Bank Act (Canada) as at approximately 10:00 a.m. (Toronto time) on such day (or, if such day is not a Business Day, on the preceding Business Day);”;

"(a) the Obligor of which (i) is a Person that is a resident of Canada and located in a province or territory of Canada or is a co-signer or co-guarantor who is a resident of another country (provided there is at least one personal guaranty from a Canadian resident), (ii) is not the Government of Canada or any agency or instrumentality

thereof or any federal crown corporation, and (iii) is not any provincial or territorial government or agency thereof;";

""Financed Vehicle" means [*]

""KAR Credit Facility" means that certain Amended and Restated Credit Agreement, originally dated as of March 11, 2014, as amended by the Incremental Commitment Agreement and First Amendment dated as of March 9, 2016, and as amended by the Incremental Commitment Agreement and Second Amendment dated as of May 31, 2017, by and among KAR, as borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the other lenders and agents party thereto, as the same may be amended, supplemented, restated or otherwise modified from time to time;";

""Program Fee Side Letter" means the letter agreement between the Seller and the Securitization Agent dated December 18, 2018 as the same may be amended, varied or replaced from time to time;";

""Salvage Vehicle" means any vehicles [*] provided that such vehicle [*] For purposes of the Net Receivables Pool Balance calculation, the value of Receivables that are originated for the purpose of financing Salvage Vehicles is limited to [*];

""Tranche Rate" means (a) at any time prior to the occurrence of a Trigger Event, [*] and (b) at any time on or after the occurrence of a Trigger Event, [*].

"(bb) the average Payment Rate for [*] is less than [*], or [*] is less than [*]

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.