EXECUTION 

        VERSION



 


SECOND AMENDMENT TO 

ORIGINATOR PURCHASE AGREEMENT


 


THIS SECOND AMENDMENT
TO ORIGINATOR PURCHASE AGREEMENT, dated as of May 17, 2012 (this “Amendment”), is entered into by
and among DST SYSTEMS, INC., a Delaware corporation (“DST Systems”), as the Purchaser and the Servicer,
DST MARKET SERVICES, LLC (f/k/a Wall Street Advisor Services, LLC, successor-by-merger to DST TASS, LLC) (“DSTMS”)
and each of the parties named on Exhibit II hereto (each, a “Remaining Seller” and collectively,
the “Remaining Sellers” and the Remaining Sellers together with DSTMS, the “Sellers”).
Capitalized terms used and not otherwise defined herein are used as defined in the Agreement (as defined below).


 


WHEREAS, the Sellers
and DST Systems have entered into that certain Originator Purchase Agreement, dated as of May 21, 2009 (as amended through the
date hereof, the “Agreement”);


 


WHEREAS, DST Stock
Transfer, Inc. (“DSTST”, and together with DSTMS, the “Exiting Sellers”) was
dissolved on December 31, 2011;


 


WHEREAS, the Sellers
and DST Systems desire to amend the Agreement to remove each of the Exiting Sellers as a seller and party thereto; and


 


WHEREAS, the Sellers
and DST Systems desire to amend the Agreement in certain other respects as provided herein;


 


NOW THEREFORE, in consideration
of the premises and the other mutual covenants contained herein, the parties hereto agree as follows:


 


SECTION
1.   Release of Exiting Sellers. Effective as of the Effective
Date, (a) all references to the Exiting Sellers, DST Stock Transfer, Inc. and DST TASS, LLC in the Agreement shall be deemed stricken
and of no further force or effect, (b) each of the Exiting Sellers shall cease to be a party to the Agreement and (c) the Exiting
Sellers shall have no further rights, duties, obligations or liabilities under the Agreement, other than rights, duties, liabilities
or obligations accruing prior to the Effective Date; provided, however, that that rights and remedies with respect
to any breach of any representation and warranty made by the Exiting Sellers pursuant to Article IV of the Agreement
and the provisions of Article VIII and Sections 9.04, 9.05 and 9.06 of the Agreement shall
be continuing and shall survive after the Effective Date with respect to the Exiting Sellers. Effective as of the Effective Date,
each of DSTMS and DST Systems hereby authorizes the Agent to file any UCC financing statement amendments necessary to terminate
any UCC financing statement naming either of the Exiting Sellers as debtor filed in connection with the Agreement or the other
Transaction Documents.


 


SECTION
2.   Schedules and Exhibits. Each of Schedule I (List of Sellers),
Exhibit C (Addresses) and Exhibit D (Seller UCC Information) to the Agreement is hereby deleted and replaced in its entirety with
Schedule I (List of Sellers), Exhibit C (Addresses) and Exhibit D (Seller UCC Information), attached hereto, respectively, to reflect
the removal of the Exiting Sellers as Sellers.


 




    	 



    	 



    

  


SECTION
3.   Effective Date. This Amendment shall become effective as of
the date (the “Effective Date”) on which the last of the following shall occur: (a) this Amendment shall
have been executed and delivered by a duly authorized officer of each party hereto and (b) the Seventh Amendment to Receivables
Purchase Agreement, dated as of the date hereof, shall have been executed and delivered by a duly authorized officer of each party
thereto.


 


SECTION
4.   Reference to and Effect on the Agreement and the Related Documents.
On the Effective Date (a) each of the Remaining Sellers hereby reaffirms all covenants, representations and warranties made by
it in the Agreement and agrees that all such covenants, representations and warranties shall be deemed to have been restated as
of the Effective Date of this Amendment, (b) each reference in the Agreement to “Seller” or “Sellers” or
words of like import shall be a reference to the Remaining Sellers and (c) each reference in the Agreement to “this Agreement”,
“hereunder”, “hereof”, “herein” or words of like import shall mean and be, and any references
to the Agreement in any other document, instrument or agreement executed and/or delivered in connection with the Agreement shall
mean and be, a reference to the Agreement as amended hereby.


 


SECTION
5.   Miscellaneous.


 


(a)          Effect
on Existing Agreement. Except as specifically amended hereby, the Agreement shall remain in full force and effect. This Amendment
shall not constitute a novation of the Agreement, but shall constitute an amendment thereof.


 


(b)          No
Waiver. The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy
of any Person under the Agreement or any other Transaction Document or any other document, instrument or agreement executed in
connection therewith, nor constitute a waiver of any provision contained therein.


 


(c)          Fees
and Expenses. The Sellers and DST Systems agree to pay all costs, fees, and expenses (including, without limitation, reasonable
attorneys’ fees and time charges of attorneys) incurred by the Agent and the Investor in connection with the preparation,
execution and enforcement of this Amendment.


 


(d)          Successors
and Assigns. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective
successors and assigns.


 


(e)          Counterparts.
This Amendment may be executed in any number of counterparts, and by the different parties hereto on the same or separate counterparts,
each of which shall be deemed to be an original instrument but all of which together shall constitute one and the same agreement.
Delivery of an executed counterpart of a signature page by facsimile or other electronic means shall be effective as delivery of
a manually executed counterpart of this Amendment.


 




    	2



    	 



    

  


(f)          Headings.
The descriptive headings of the various sections of this Amendment are inserted for convenience of reference only and shall not
be deemed to affect the meaning or construction of any of the provisions hereof.


 


(g)          Amendments.
This Amendment may not be amended or otherwise modified except as provided in the Agreement.


 


(h)          GOVERNING
LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE
TO THE CONFLICTS OF LAW PRINCIPLES THEREOF OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW). 


  


[remainder of page intentionally
left blank]


 




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IN WITNESS WHEREOF,
the parties hereto have caused this Amendment to be executed and delivered by their duly authorized officers as of the date hereof.


 


	 	SELLERS:	DST OUTPUT, LLC
	 	 	DST OUTPUT CENTRAL, LLC
	 	 	DST OUTPUT EAST, LLC
	 	 	DST OUTPUT WEST, LLC
	 	 	DST TECHNOLOGIES, INC.,
	 	 	DST MAILING SERVICES, INC.
	 	 	DST OUTPUT ELECTRONIC SOLUTIONS, INC.
	 	 	DST WORLDWIDE SERVICES, LLC
	 	 	DST RETIREMENT SOLUTIONS, LLC
	 	 	ARGUS HEALTH SYSTEMS, INC.
	 	 	DST DIRECT, LLC
	 	 	DST HEALTH SOLUTIONS, LLC
	 	 	DST GLOBAL SOLUTIONS NORTH AMERICA, LLC
	 	 	ISPACE SOFTWARE TECHNOLOGIES, INC.
	 	 	DST BROKERAGE SOLUTIONS, LLC
	 	 	FINIX PROFESSIONAL SERVICES, LLC
	 	 	CONVERGE SYSTEMS, LLC
	 	 	NEWKIRK PRODUCTS, INC.
	 	 	LTM PUBLISHING, INC.
	 	 	MCKAY HOCHMAN CO., INC.
	 	 	THIRD PARTY EDUCATIONAL SYSTEMS, INC.
	 	 	CFG OUTPUT LLC
	 	 	DST HEALTHCARE HOLDINGS, INC.


 


	 	By:	/s/ Gregg Wm. Givens
	 	 	Name:	Gregg Wm. Givens
	 	 	Title:	Assistant Treasurer
	 	 	 	 
	 	DST MARKET SERVICES, LLC (f/k/a Wall Street Advisor Services, LLC, successor-by-merger to DST TASS, LLC)
	 	 	 	 
	 	By:	/s/ Gregg Wm. Givens
	 	 	Name:	Gregg Wm. Givens
	 	 	Title:	Vice President and Assistant Treasurer


  


[Signatures continue]


 


[Signature Page to Second Amendment to OPA-
DST Systems]


  




    	 



    	 



    

 


	SERVICER:	DST SYSTEMS, INC.
	 	 	 	 
	 	By:	/s/ Gregg Wm. Givens
	 	 	Name:	Gregg Wm. Givens
	 	 	Title:	Vice President and 
	 	 	 	Chief Accounting Officer
	 	 	 	 
	PURCHASER:	DST SYSTEMS, INC.
	 	 	 	 
	 	By:	/s/ Gregg Wm. Givens
	 	 	Name:	Gregg Wm. Givens
	 	 	Title:	Vice President and 
	 	 	 	Chief Accounting Officer


 


[Signatures
continue]


 


[Signature Page to Second Amendment to OPA
- DST Systems]


 




    	 



    	 



    

 


	Acknowledged and consented to by:	 
	 	 
	BANK OF AMERICA, NATIONAL ASSOCIATION,	 
	as Agent	 
	 	 	 	 
	By:	/s/ Jeremy Grubb	 
	 	Name:	Jeremy Grubb	 
	 	Title:	Vice President	 


  


[End of signatures] 


 


[Signature Page to Second Amendment to
OPA - DST Systems] 


 




    	 



    	 



    

 


EXHIBIT I


 


List of Remaining Sellers: 


 


DST Output, LLC


 


DST Output Central, LLC


 


DST Output East, LLC


 


DST Output West, LLC


 


DST Technologies, Inc.


 


DST Mailing Services, Inc.


 


DST Output Electronic Solutions, Inc.


 


DST Worldwide Services, LLC


 


DST Retirement Solutions, LLC


 


Argus Health Systems, Inc.


 


DST Direct, LLC


 


DST Health Solutions, LLC


 


DST Global Solutions North America, LLC


 


iSpace Software Technologies, Inc.


 


DST Brokerage Solutions, LLC


 


Finix Professional Services, LLC


 


Converge Systems, LLC


 


Newkirk Products, Inc.


 


LTM Publishing, Inc.


 


McKay Hochman Co., Inc.


 


Third Party Educational Systems, Inc. (d/b/a MasteryPoint Financial
Technologies)


 


CFG Output LLC (f/k/a DST Output Fulfillment Group, LLC)


 


DST Healthcare Holdings, Inc. (f/k/a DST Health Solutions Holdings,
Inc.)


  




    	Exhibit I



    	 



    

 


SCHEDULE I

LIST OF SELLERS


 


DST Output, LLC


 


DST Output Central, LLC


 


DST Output East, LLC


 


DST Output West, LLC


 


DST Technologies, Inc.


 


DST Mailing Services, Inc.


 


DST Output Electronic Solutions, Inc.


 


DST Worldwide Services, LLC


 


DST Retirement Solutions, LLC


 


Argus Health Systems, Inc.


 


DST Direct, LLC


 


DST Health Solutions, LLC


 


DST Global Solutions North America, LLC


 


iSpace Software Technologies, Inc.


 


DST Brokerage Solutions, LLC


 


Finix Professional Services, LLC


 


Converge Systems, LLC


 


Newkirk Products, Inc.


 


LTM Publishing, Inc.


 


McKay Hochman Co., Inc.


 


Third Party Educational Systems, Inc. (d/b/a MasteryPoint Financial
Technologies)


 


CFG Output LLC (f/k/a DST Output Fulfillment Group, LLC)


 


DST Healthcare Holdings, Inc. (f/k/a DST Health Solutions Holdings,
Inc.)


 




    	Schedule I



    	 



    

 


EXHIBIT C


 


ADDRESSES


 


	SELLERS:	
        DST Output, LLC

        DST Output Central, LLC

        DST Output East, LLC

        DST Output West, LLC

        DST Technologies, Inc.

        DST Mailing Services, Inc.

        DST Output Electronic Solutions, Inc.

        DST Worldwide Services, LLC

        DST Retirement Solutions, LLC

        DST Brokerage Solutions, LLC

        Finix Professional Services, LLC

        Converge Systems, LLC

        CFG Output LLC

        333 West 11th Street, 5th Floor

        Kansas City, MO 64105

        Attention: Gregg Wm. Givens

        Facsimile No. 816-435-8630

         

        Argus Health Systems, Inc.

        1300 Washington Street

        Kansas City, MO 64105

        Attention: Gregg Wm. Givens

        Facsimile No. 816-435-8630

         

        DST Direct, LLC

        601 Monroe Street

        Jefferson City, MO 65101

        Attention: Gregg Wm. Givens

        Facsimile No. 816-435-8630

         

        DST Health Solutions, LLC

        DST Healthcare Holdings, Inc.

        2400 Thea Drive

        Harrisburg, PA 17110

        Attention: Gregg Wm. Givens

        Facsimile No. 717-703-6190

         

        DST Global Solutions North America, LLC

        27 Melcher Street

        Boston, MA 02210

        Attention: Gregg Wm. Givens

        Facsimile No. 617-482-8878



 




    	Exhibit C-1



    	 



    

 


	 	
        iSpace Software Technologies, Inc.

        2400 Thea Drive

        Harrisburg, PA 17110

        Attention: Gregg Wm. Givens

        Facsimile No. 717-703-6190

	 	 
	 	
        Newkirk Products, Inc.

        15 Corporate Circle

        Albany, NY 12203

        Attention: Gregg Wm. Givens

        Facsimile No. 518-862-3399

         

        LTM Publishing, Inc.

        15 Corporate Circle

        Albany, NY 12203

        Attention: Gregg Wm. Givens

        Facsimile No. 518-862-3399

         

        McKay Hochman Co., Inc.

        10 Park Place

        Butler, NJ 07405

        Attention: Gregg Wm. Givens

        Facsimile No. 518-862-3399

         

        Third Party Educational Systems, Inc.

        43 Main Street, SE

        Minneapolis, MN 55414

        Attention: Gregg Wm. Givens

        Facsimile No. 518-862-3399 

         

	PURCHASER:	
        DST Systems, Inc.

        333 West 11th Street, 5th Floor

        Kansas City, MO 64105

        Attention: Gregg Wm. Givens

        Facsimile No. 816-435-8630




 






    	Exhibit C-2



    	 



    

 


EXHIBIT D


 


SELLER UCC INFORMATION


 


		Name:	DST Output, LLC



 


		Address:	333 West 11th Street, 5th Floor



Kansas City, MO 64105


 


Jurisdiction of Organization: Delaware


UCC Filing Office: Secretary of State of Delaware


 


Prior Names: None


D/B/A Names: None


 


		Name:	DST Output Central, LLC



 


		Address:	333 West 11th Street, 5th Floor



Kansas City, MO 64105


 


Jurisdiction of Organization: Delaware


UCC Filing Office: Secretary of State of Delaware


 


Prior Names: None


D/B/A Names: None


 


		Name:	DST Output East, LLC



 


		Address:	333 West 11th Street, 5th Floor



Kansas City, MO 64105


 


Jurisdiction of Organization: Delaware


UCC Filing Office: Secretary of State of Delaware


 


Prior Names: DST Output East, Inc.


D/B/A Names: None


 


		Name:	DST Output West, LLC



 


		Address:	333 West 11th Street, 5th Floor



Kansas City, MO 64105


 


Jurisdiction of Organization: Delaware


UCC Filing Office: Secretary of State of Delaware


 


Prior Names: None


 




    	Exhibit D-1



    	 



    

 


D/B/A Names: None


 


		Name:	DST Technologies, Inc.



 


		Address:	333 West 11th Street, 5th Floor



Kansas City, MO 64105


 


Jurisdiction of Organization: Missouri


UCC Filing Office: Secretary of State of Missouri


 


Prior Names: DST Global Solutions North America Ltd.


D/B/A Names: None


 


		Name:	DST Mailing Services, Inc.



 


		Address:	333 West 11th Street, 5th Floor



Kansas City, MO 64105


 


Jurisdiction of Organization: Delaware

UCC Filing Office: Secretary of State of Delaware



Prior Names: DST Postal Services, Inc., Global Mailing Services, Inc.

D/B/A Names: None


 


		Name:	DST Output Electronic Solutions, Inc.



 


		Address:	333 West 11th Street, 5th Floor



Kansas City, MO 64105


 


Jurisdiction of Organization: Missouri


UCC Filing Office: Secretary of State of Missouri


 


Prior Names: DST CDS, Inc., Corporate Documents
Systems, Inc. and DST Electronic Output Solutions, Inc.


D/B/A Names: None


 


		Name:	DST Worldwide Services, LLC



 


		Address:	333 West 11th Street, 5th Floor



Kansas City, MO 64105


 


Jurisdiction of Organization: Missouri


UCC Filing Office: Secretary of State of Missouri


 


Prior Names: DST WorldWide Services, LLC


 




    	Exhibit D-2



    	 



    

 


D/B/A Names: None


 


		Name:	DST Retirement Solutions, LLC



 


		Address:	333 West 11th Street, 5th Floor



Kansas City, MO 64105


 


Jurisdiction of Organization: Delaware


UCC Filing Office: Secretary of State of Delaware


 


Prior Names: None


D/B/A Names: None


 


		Name:	Argus Health Systems, Inc.



 


		Address:	1300 Washington Street



Kansas City, MO 64105


 


Jurisdiction of Organization: Delaware


UCC Filing Office: Secretary of State of Delaware


 


Prior Names: None


D/B/A Names: None


 


		Name:	DST Direct, LLC



 


		Address:	601 Monroe Street



Jefferson City, MO 65101


 


Jurisdiction of Organization: Missouri


UCC Filing Office: Secretary of State of Missouri


 


Prior Names: None


D/B/A Names: None


 


		Name:	DST Health Solutions, LLC



 


		Address:	2400 Thea Drive



Harrisburg, PA 17110


 


Jurisdiction of Organization: Delaware


UCC Filing Office: Secretary of State of Delaware


 


Prior Names: Synertech Health System Solutions,
LLC, DST Health Solutions Systems, LLC and DST Health Solutions Services, LLC


D/B/A Names: None


 


		Name:	DST Global Solutions North America, LLC



		Address:	27 Melcher Street



 




    	Exhibit D-3



    	 



    

 


Boston, MA 02210


 


Jurisdiction of Organization: Delaware


UCC Filing Office: Secretary of State of Delaware


 


Prior Names: DSTi Mosiki, LLC


D/B/A Names: None


 


		Name:	iSpace Software Technologies, Inc.



 


		Address:	2400 Thea Drive



Harrisburg, PA 17110


 


Jurisdiction of Organization: California


UCC Filing Office: Secretary of State of California


 


Prior Names: None


D/B/A Names: None


 


		Name:	DST Brokerage Solutions, LLC



 


		Address:	333 West 11th Street, 5th Floor



Kansas City, MO 64105


 


Jurisdiction of Organization: Delaware


UCC Filing Office: Secretary of State of Delaware


 


Prior Names: None


D/B/A Names: None


 


		Name:	Finix Professional Services, LLC



 


		Address:	333 West 11th Street, 5th Floor



Kansas City, MO 64105


 


Jurisdiction of Organization: Delaware


UCC Filing Office: Secretary of State of Delaware


 


Prior Names: None


D/B/A Names: None


 


		Name:	Converge Systems, LLC



 


		Address:	333 West 11th Street, 5th Floor



Kansas City, MO 64105


 


Jurisdiction of Organization: Delaware


 




    	Exhibit D-4



    	 



    

 


UCC Filing Office: Secretary of State of Delaware


 


Prior Names: None


D/B/A Names: None


 


		Name:	Newkirk Products, Inc.



 


		Address:	15 Corporate Circle






Albany, NY 12203


 


Jurisdiction of Organization: New York

UCC Filing Office: Secretary of State of New York



Prior Names: None

D/B/A Names: None


 


		Name:	LTM Publishing, Inc.



 


		Address:	15 Corporate Circle



Albany, NY 12203


 


Jurisdiction of Organization: New York

UCC Filing Office: Secretary of State of New York



Prior Names: None

D/B/A Names: None


 


		Name:	McKay Hochman Co., Inc.



 


		Address:	10 Park Place



Butler, NJ 07405


 


Jurisdiction of Organization: New York

UCC Filing Office: Secretary of State of New York



Prior Names: None

D/B/A Names: None


 


		Name:	Third Party Educational Systems, Inc.



 


		Address:	43 Main Street, SE



Minneapolis, MN 55414



Jurisdiction of Organization: Minnesota

UCC Filing Office: Secretary of State of Minnesota



Prior Names: None 


 




    	Exhibit D-5



    	 



    

 


D/B/A Names: MasteryPoint Financial Technologies


 


		Name:	CFG Output LLC



 


		Address:	333 West 11th Street, 5th Floor



Kansas City, MO 64105


 


Jurisdiction of Organization: Delaware


UCC Filing Office: Secretary of State of Delaware


 


Prior Names: DST Output Fulfillment Group, LLC


D/B/A Names: None


 


		Name:	DST Healthcare Holdings, Inc.



 


		Address:	2400 Thea Drive



Harrisburg, PA 17110


 


Jurisdiction of Organization: Delaware


UCC Filing Office: Secretary of State of Delaware


 


Prior Names: DST Health Solutions Holdings,
Inc.


D/B/A Names: None


 








    	Exhibit D-6