AMENDING AGREEMENT NO. 1 TO FOURTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

THIS AGREEMENT made as of the 30th day of January, 2017,

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, 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:

""Eligible Deposit Account" means either (a) a deposit account with an Eligible Institution, or (b) a segregated trust account with the corporate trust department of a depositary institution organized under the laws of Canada or a province thereof and authorized to act as a trustee for funds deposited in such account, so long as any of the securities of such depositary institution shall have a credit rating from Moody's in one or more of its generic credit rating categories which signifies investment grade;";

""Eligible Institution" means a depositary institution which (x) at all times (a) has either (i) a long-term unsecured debt rating not lower than A2 by Moody’s, or (ii) a short-term rating not lower than P-1 by Moody’s, or (b) has its obligations with respect to the relevant matter guaranteed by an institution with the ratings referred to in (a), or (y) has been approved in writing by Moody’s;";

""Eligible Investments" means, at any particular date, book-based securities, negotiable instruments or securities, in each case maturing not later than the Business Day preceding the next succeeding Remittance Date after such date represented by instruments in bearer or registered form which evidence any of:

thereof may be considered Eligible Investments for the purposes of this definition;"; and

""Legal Final Maturity Date" means the first Settlement Date on or after the date that is two years after the Termination Date;".

"2.18    Location of Cash Reserve Account and Collection Account.

If at anytime the Bank of Montreal (or any subsequent Eligible Institution) ceases to be an Eligible Institution, the Servicer (on the Seller's behalf) shall promptly establish a new Cash Reserve Account and a new Collection Account at a financial institution which is an Eligible Institution and transfer all amounts on deposit in such accounts at the Bank of Montreal (or any subsequent Eligible Institution) to such new accounts at such financial institution, until such time as the Bank of Montreal (or any subsequent Eligible Institution) meets the Eligible Institution requirements."

"2.19    Legal Final Maturity Date

All obligations of the Seller hereunder shall be due and payable in full on the Legal Final Maturity Date (unless due and payable earlier than such date in accordance with the provisions hereof)."

"Other than an amendment to extend the Termination Date, no amendment shall be effective unless the Trust shall have received written confirmation by Moody’s, to the extent Moody’s is then rating the credit exposure to the Purchaser under the Agreement, that such amendment shall not cause such ratings to be downgraded or withdrawn.".

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.