S-1/A

As filed with the Securities and Exchange Commission on July 2, 2009

Registration No. 333-158666

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No.2 to

Form S-1 Registration Statement and Post-Effective

Amendment No.2 to

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

KAR Holdings, Inc.

And the Guarantor Registrants Listed in the Table Below

(Exact name of registrant as specified in its charter)

Delaware	5010	20-8744739
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

13085 Hamilton Crossing Boulevard

Carmel, Indiana 46032

(800) 923-3725

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Rebecca C. Polak, Esq.

Executive Vice President, General Counsel and Secretary

KAR Holdings, Inc.

13085 Hamilton Crossing Boulevard

Carmel, Indiana 46032 (800) 923-3725

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all communication to:

Gregory A. Fernicola, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

Four Times Square

New York, New York 10036

(212) 735-3000

(212) 735-2000 (facsimile)

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box:  x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act).

Large accelerated filer  ¨	Accelerated filer  ¨
Non-accelerated filer  x	Smaller reporting company  ¨

The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF ADDITIONAL REGISTRANTS

Name of Additional Registrant*	State or Other Jurisdiction of Incorporation or Formation	Primary Standard Industrial Classification Code Number	I.R.S Employer Identification Number
ADESA, Inc	Delaware	5010	35-1842546
ADESA Corporation, LLC	Indiana	5010	35-1842546
A.D.E. of Ark-La-Tex, Inc	Louisiana	5010	72-1417504
A.D.E. of Knoxville, LLC	Tennessee	5010	62-1532205
ADESA Ark-La-Tex, LLC	Louisiana	5010	72-1419175
ADESA Arkansas, LLC	Delaware	5010	71-0844203
ADESA Atlanta, LLC	New Jersey	5010	58-2563132
ADESA Birmingham, LLC	Alabama	5010	63-0980470
ADESA California, LLC	California	5010	91-1811682
ADESA Charlotte, LLC	North Carolina	5010	56-1853746
ADESA Colorado, LLC	Colorado	5010	84-1555543
ADESA Dealer Services, LLC	Indiana	5010	26-1218111
ADESA Des Moines, LLC	Iowa	5010	42-1486117
ADESA Florida, LLC	Florida	5010	35-1842547
ADESA Impact Texas, LLC	Texas	5010	20-5233403
ADESA Indianapolis, LLC	Indiana	5010	35-1915228
ADESA Lansing, LLC	Michigan	5010	38-3406149
ADESA Lexington, LLC	Kentucky	5010	61-1184881
ADESA Mexico, LLC	Indiana	5010	35-1842546
ADESA Minnesota, LLC	Minnesota	5010	26-2457765
ADESA Missouri, LLC	Missouri	5010	43-1811816
ADESA Missouri Redevelopment Corporation	Missouri	5010	26-3051093
ADESA New Jersey, LLC	New Jersey	5010	22-3339600
ADESA New York, LLC	New York	5010	16-1307133
ADESA Ohio, LLC	Ohio	5010	31-1334072
ADESA Oklahoma, LLC	Oklahoma	5010	73-1607773
ADESA Pennsylvania, LLC	Pennsylvania	5010	25-1801698
ADESA Phoenix, LLC	New Jersey	5010	86-1000467
ADESA San Diego, LLC	California	5010	41-2021208
ADESA South Florida, LLC	Indiana	5010	35-1930710
ADESA Southern Indiana, LLC	Indiana	5010	35-1929359
ADESA Texas, Inc	Texas	5010	74-2757736
ADESA Virginia, LLC	Virginia	5010	20-2751571
ADESA Washington, LLC	Washington	5010	91-2069348
ADESA Wisconsin, LLC	Wisconsin	5010	39-1846227
AFC Cal, LLC	California	5010	20-8709089
Asset Holdings III, L.P	Ohio	5010	13-4284567
Auto Dealers Exchange of Concord, LLC	Massachusetts	5010	04-3165540
Auto Dealers Exchange of Memphis, LLC	Tennessee	5010	62-1401166
Automotive Finance Consumer Division, LLC	Indiana	5010	26-1218186
Automotive Finance Corporation	Indiana	5010	35-1699152
Automotive Recovery Services, Inc	Indiana	5010	35-2123607
AutoVIN, Inc	Indiana	5010	35-2086523
PAR, Inc	Indiana	5010	35-2062003
Axle Holdings, Inc	Delaware	5010	20-2835651
Insurance Auto Auctions, Inc	Illinois	5010	95-3790111
Insurance Auto Auctions Corp	Delaware	5010	95-4455113
IAA Acquisition Corp	Delaware	5010	36-4351076
IAA Services, Inc	Illinois	7549	36-4294285

Name of Additional Registrant*	State or Other Jurisdiction of Incorporation or Formation	Primary Standard Industrial Classification Code Number	I.R.S Employer Identification Number
Auto Disposal Systems, Inc	Ohio	5010	31-0954761
ADS Ashland, LLC	Ohio	5010	31-0954761
ADS Priority Transport Ltd	Ohio	5010	31-0954761
Auto Disposal of Bowling Green, Inc.	Tennessee	5010	62-1672297
Auto Disposal of Chattanooga, Inc.	Tennessee	5010	62-1406590
Auto Disposal of Memphis, Inc.	Tennessee	5010	20-1801091
Auto Disposal of Nashville, Inc.	Tennessee	5010	62-1004467
Auto Disposal of Paducah, Inc.	Tennessee	5010	62-1799839
Salvage Disposal Company of Georgia	Georgia	5010	58-0965230
CarBuyCo, LLC	North Carolina	5010	26-4296526
Dent Demon, LLC	Indiana	5010	26-1530430
LiveBlock Auctions International, Inc.	Nevada	5010	26-2871774
Sioux Falls Auto Auction, Inc	South Dakota	5010	46-0412455
Tri-State Auction Co., Inc	North Dakota	5010	45-0255813
Zabel & Associates, Inc	North Dakota	5010	45-0446447

* Addresses and telephone numbers of principal executive offices are the same as those of KAR Holdings, Inc.

EXPLANATORY NOTE

KAR Holdings, Inc. is filing Amendment No. 2 to Form S-1 Registration Statement and Post-Effective Amendment No. 2 to Form S-1 Registration Statement (File No. 333-158666) solely for the purpose of filing Exhibits 10.2 and 10.23 to the Registration Statement and revising the Exhibit Index under Item 16 thereto, and no changes or additions are being made hereby to the prospectus that forms a part of the Registration Statement. Accordingly, the prospectus is being omitted from this filing.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

The registration rights agreement relating to the securities of the Registrants being registered hereby provides that we will bear all expenses in connection with the performance of our obligations relating to market-making activities of Goldman, Sachs & Co. in the notes. The estimated expenses incurred or expected to be incurred in connection with this registration statement and the transactions contemplated hereby include printer expenses ($40,000), legal fees and expenses ($40,000) and accounting fees and expenses ($20,000).

Item 14. Indemnification of Directors and Officers

Alabama Registrant

ADESA Birmingham, LLC is organized under the laws of the State of Alabama.

Section 10-12-4(n) of the Code of Alabama allows limited liability companies to indemnify a member, manager, or employee, or former member, manager, or employee of the limited liability company against expenses actually and reasonably incurred in connection with the defense of an action, suit, or proceeding, civil or criminal, in which the member, manager, or employee is made a party by reason of being or having been a member, manager, or employee of the limited liability company, except in relation to matters as to which the member, manager, or employee is determined in the action, suit, or proceeding to be liable for negligence or misconduct in the performance of duty; to make any other indemnification that is authorized by the articles of organization, the operating agreement, or by a resolution adopted by the members after notice (unless notice is waived); to purchase and maintain insurance on behalf of any person who is or was a member, manager, or employee of the limited liability company against any liability asserted against and incurred by the member, manager, or employee in any capacity or arising out of the member’s, manager’s, or employee’s status as such, whether or not the limited liability company would have the power to indemnify the member, manager, or employee against that liability under the provisions of this section.

The Articles of Organization of ADESA Birmingham, LLC provide that the company must, to the fullest extent permitted by the laws and public policies of Alabama, indemnify its managers and organizer if such person acted in good faith and reasonably believed that his or her conduct was in or at least not opposed to the company’s best interest. The company must advance expenses to its managers and organizer, as incurred, in connection with a proceeding so long as such person undertakes to repay such advance if it is ultimately determined that he or she is not entitled to indemnification. The company may indemnify its employees and agents to the same extent it indemnifies its managers and organizer. The company may also advance expenses to such employees and agents in connection with a proceeding, subject to the same undertaking requirement for the managers and organizer.

California Registrants

ADESA California, LLC, ADESA San Diego, LLC, and AFC Cal, LLC are organized under the laws of California.

Under Section 17155 of the California Limited Liability Company Act, except for a breach of duty, the articles of organization or written operating agreement of a limited liability company may provide for indemnification of any person, including, without limitation, any manager, member, officer, employee or agent of the limited liability company, against judgments, settlements, penalties, fines or expenses of any kind incurred as a result of acting in that capacity. A limited liability company shall have the power to purchase and maintain insurance on behalf of any manager, member, officer, employee or agent of the limited liability company against any liability asserted against or incurred by the person in that capacity or arising out of the person’s status as a manager, member, officer, employee or agent of the limited liability company.

II-1

The Operating Agreements of ADESA California, LLC and AFC Cal, LLC provide that the companies shall have the power to indemnify their members, managers, officers, employees and agents, if such person acted in good faith and in a manner that such person reasonably believed to be in the best interest of the company, and, in the case of a criminal proceeding, such person had no reasonable cause to believe that the person’s conduct was unlawful. The companies may advance expenses to their members, managers, officers, employees and agents, if such advancement is authorized by the member of the company or if such person undertakes to repay such amount in the event that he or she is determined not to be entitled to indemnification.

The Operating Agreement ADESA San Diego, LLC does not contain an indemnification provision.

Colorado Registrant

ADESA Colorado, LLC is organized under the laws of the State of Colorado.

Section 7-80-104(1)(k) of the Colorado Limited Liability Company Act permits a company to indemnify a member or manager or former member or manager of the limited liability company as provided in section 7-80-407. Under Section 7-80-407, a limited liability company shall reimburse a member or manager for payments made, and indemnify a member or manager for liabilities incurred by the member or manager, in the ordinary course of the business of the limited liability company or for the preservation of its business or property if such payments were made or liabilities incurred without violation of the member’s or manager’s duties to the limited liability company. A limited liability company is not permitted under the Colorado Limited Liability Company Act to indemnify a director in connection with: (a) a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation; or (b) any other proceeding, in which the director was adjudged liable on the basis that the director derived an improper personal benefit, whether or not involving action in an official capacity,

The Operating Agreement of ADESA Colorado, LLC does not contain an indemnification provision.

Delaware Registrants

KAR Holdings, Inc., Insurance Auto Auctions Corp., IAA Acquisition Corp., ADESA, Inc. and Axle Holdings, Inc. are each incorporated under the laws of the State of Delaware. ADESA Arkansas, LLC is organized under the laws of State of Delaware.

Section 145 of the Delaware General Corporation Law (the “DGCL”) grants each corporation organized thereunder the power to indemnify any person who is or was a director, officer, employee or agent of a corporation or enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the corporation, by reason of being or having been in any such capacity, if he acted in good faith in a manner reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

Section 102(b)(7) of the DGCL enables a corporation in its certificate of incorporation or an amendment thereto to eliminate or limit the personal liability of a director to the corporation or its stockholders of monetary damages for violations of the directors’ fiduciary duty of care, except (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the DGCL (providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions) or (iv) for any transaction from which a director derived an improper personal benefit.

Section 18-108 of the Delaware Limited Liability Company Act empowers a Delaware limited liability company to indemnify and hold harmless any member or manager of the limited liability company from and against any and all claims and demands whatsoever.

II-2

The By-Laws of the KAR Holdings, Inc. provide for indemnification of the directors and officers, so long as such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action, had no reason to believe his or her conduct was unlawful. The corporation may also indemnify its other employees and agents to the same extent that it indemnifies its officers and directors, unless otherwise determined by its board of directors. The corporation must advance expenses (including attorneys’ fees), as incurred, to its directors and officers in connection with a legal proceeding so as long as the directors or officers undertake to repay the funds if they are ultimately determined not to be entitled to indemnification. The Certificate of Incorporation of KAR Holdings, Inc. includes a provision that eliminates the personal liability of the directors for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as the same exists or may be hereafter amended.

The Certificate of Incorporation of ADESA, Inc. states that the corporation shall indemnify its directors and officers to the fullest extent authorized or permitted by law, as now or hereafter in effect. The By-Laws of ADESA, Inc. further provide that the corporation must advance expenses (including attorneys’ fees), as incurred, to its directors and officers in connection with a legal proceeding so as long as the directors or officers undertake to repay the funds if they are ultimately determined not to be entitled to indemnification. The By-Laws of ADESA, Inc. also provide that the corporation may indemnify and advance expenses to its other employees and agents to the same extent for its officers and directors, unless otherwise determined by its board of directors. The Certificate of Incorporation of ADESA, Inc. includes a provision that eliminates the personal liability of the directors for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as the same exists or may be hereafter amended.

The Articles of Incorporation of IAA Acquisition Corp. provide that the corporation shall, to the fullest extent permitted by DCGL, as now and or hereafter in effect, indemnify its directors, officers, employees and agents. The By-Laws of IAA Acquisition Corp. provide that the corporation may advance expenses to its directors, officers, employees and agents, as incurred, in connection with a proceeding so long as such person undertakes to repay such expenses if they are ultimately determined not to be entitled to indemnification. The Articles of Incorporation of IAA Acquisition Corp. further provides that the personal liability of the corporation is eliminated to the fullest extent permitted by the DCGL.

The By-Laws of Insurance Auto Auctions Corp. provide that the corporation shall, to the fullest extent authorized under DCGL, as those laws may be amended and supplemented from time to time, indemnify its directors. The corporation must advance expenses to its directors, as incurred, in connection with a proceeding so long as such person undertakes to repay such advance if it shall ultimately be determined that he is not entitled to indemnification. The Certificate of Incorporation of Insurance Auto Auctions Corp. includes a provision that eliminates the personal liability of the directors for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as the same exists or may be hereafter amended.

The By-Laws of the Axle Holdings, Inc. provide for indemnification of the directors and officers, so long as such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action, had no reason to believe his or her conduct was unlawful. The corporation must advance expenses (including attorneys’ fees), as incurred, to its directors and officers in connection with a legal proceeding so as long as the directors or officers undertake to repay the funds if they are ultimately determined not to be entitled to indemnification. The Certificate of Incorporation of Axle Holdings, Inc. includes a provision that eliminates the personal liability of the directors for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as the same exists or may be hereafter amended.

The operating agreement for ADESA Arkansas, LLC does not contain an indemnification provision.

II-3

Florida Registrant

ADESA Florida, LLC is organized under the laws of the State of Florida.

Section 608.4229 of the Florida Limited Liability Company Act provides that a limited liability company shall have the power to, but shall not be required to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever. Notwithstanding that provision, indemnification or advancement of expenses shall not be made to or on behalf of any member, manager, managing member, officer, employee, or agent if a judgment or other final adjudication establishes that the actions, or omissions to act, of such member, manager, managing member, officer, employee, or agent were material to the cause of action so adjudicated and constitute any of the following: (a) a violation of criminal law, unless the member, manager, managing member, officer, employee, or agent had no reasonable cause to believe such conduct was unlawful; (b) a transaction from which the member, manager, managing member, officer, employee, or agent derived an improper personal benefit; (c) in the case of a manager or managing member, a circumstance under which the liability provisions of Section 608-426 are applicable; or (d) willful misconduct or a conscious disregard for the best interests of the limited liability company in a proceeding by or in the right of the limited liability company to procure a judgment in its favor or in a proceeding by or in the right of a member.

The Articles of Organization of ADESA Florida, LLC provide the company must, to the greatest extent not inconsistent with the laws and public policies of Florida, indemnify its managers or organizer if such person conducted himself or herself in good faith and reasonably believed that his or her conduct was in or at least not opposed to the company’s best interests. The company must advance expenses to its member and organizer, as incurred, in connection with a proceeding so long as such person undertakes to repay such advance if it is ultimately determined that he or she is not entitled to indemnification. The company may indemnify its employees and agents to the same extent it indemnifies its managers and organizer. The company may also advance expenses to such employees and agents, as incurred, in connection with a proceeding, subject to the same undertaking requirement for the managers and organizer. A determination as to whether indemnification or advancement is permissible shall by made by a majority in interest of the members or independent special legal counsel.

Georgia Registrant

Salvage Disposal Company of Georgia is incorporated under the laws of the State of Georgia.

Subsection (a) of Section 14-2-851 of the Georgia Business Corporation Code (“GABCC”) provides that a corporation may indemnify an individual made a party to a proceeding because he or she is or was a director against liability incurred in the proceeding if: (1) such individual conducted himself or herself in good faith; and (2) such individual reasonably believed: (A) in the case of conduct in his or her official capacity, that such conduct was in the best interests of the corporation; (B) in all other cases, that such conduct was at least not opposed to the best interests of the corporation; and (C) in the case of any criminal proceeding, that the individual had no reasonable cause to believe such conduct was unlawful. Subsection (d) of Section 14-2-851 of the GABCC provides that a corporation may not indemnify a director: (1) in connection with a proceeding by or in the right of the corporation, except for reasonable expenses incurred in connection with the proceeding if it is determined that the director has met the relevant standard of conduct; or (2) or in connection with any proceeding with respect to conduct for which he or she was adjudged liable on the basis that personal benefit was improperly received by him or her, whether or not involving action in his or her official capacity.

Neither the Amended and Restated Articles of Incorporation nor the Bylaws of Salvage Disposal Company of Georgia contain provisions regarding the indemnification of directors or officers.

II-4

Indiana Registrants

Automotive Finance Corporation, Automotive Recovery Services, Inc, AutoVIN, Inc. and PAR, Inc. are incorporated under the laws of the State of Indiana. ADESA Corporation, LLC, ADESA Dealer Services, LLC, Automotive Finance Consumer Division, LLC, ADESA Indianapolis, LLC, ADESA-South Florida, LLC, ADESA Southern Indiana, LLC, ADESA Mexico, LLC and Dent Demon, LLC are organized under the laws of the State of Indiana.

Under Section 23-1-37-8 of the Indiana Business Corporation Law, a corporation may indemnify an individual made a party to a proceeding because the individual is or was a director against liability incurred in the proceeding if: (1) the individual’s conduct was in good faith; and (2) the individual reasonably believed: (A) in the case of conduct in the individual’s official capacity with the corporation, that the individual’s conduct was in its best interests; and (B) in all other cases, that the individual’s conduct was at least not opposed to its best interests; and (3) in the case of any criminal proceeding, the individual either: (A) had reasonable cause to believe the individual’s conduct was lawful; or (B) had no reasonable cause to believe the individual’s conduct was unlawful. A director’s conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirement of subsection (a)(2)(B).

Under 23-18-2-2(14) of the Indiana Limited Liability Company Act, a company may indemnify and hold harmless any member, manager, agent, or employee from and against any and all claims and demands, except in the case of action or failure to act by the member, agent, or employee which constitutes willful misconduct or recklessness and subject to any standards and restrictions set forth in a written operating agreement.

The Articles of Incorporation of Automotive Finance Corporation provide that the corporation shall indemnify its officers and directors if the individual’s conduct was in good faith and the individual reasonably believed that its conduct was in the best interest of the corporation.

The By-Laws of Automotive Recovery Services, Inc., AutoVIN, Inc. and PAR, Inc. provide that the corporations shall indemnify their officers, directors and employees if the individual’s conduct was in good faith and the individual reasonably believed that its conduct was in the best interest of the corporations. The By-Laws of Automotive Recovery Services, Inc., AutoVIN, Inc. and PAR, Inc. further provide that the corporations may advance expenses to their directors, officers, employees and agents, as incurred, in connection with a proceeding so long as such person undertakes to repay such expenses if they are ultimately determined not to be entitled to indemnification.

The Articles of Organization of each of ADESA Corporation, LLC, ADESA Indianapolis, LLC and ADESA Southern Indiana, LLC provide that the companies must, to the fullest extent permitted by Indiana law, indemnify their managers and organizer if such person acted in good faith and reasonably believed that his or her conduct was in or at least not opposed to the company’s best interest. The companies may also indemnify their employees and agents to the same extent they indemnify their managers and organizer. The companies may advance expenses to their managers, organizer, employees and agents, as incurred, in connection with a proceeding so long as such person undertakes to repay such advance if it is ultimately determined that such person is not entitled to indemnification.

The Articles of Organization of ADESA Mexico, LLC provide that the company must, to the greatest extent not inconsistent with the laws and public policies of Indiana, indemnify its members or organizer if such person conducted himself or herself in good faith and reasonably believed that his or her conduct was in or at least not opposed to the company’s best interests. The company must advance expenses to its member and organizer, as incurred, in connection with a proceeding so long as such person undertakes to repay such advance if it is ultimately determined that he or she is not entitled to indemnification. The company may indemnify its employees and agents to the same extent it indemnified its members and organizer. The company may also advance expenses to such employees and agents, as incurred, in connection with a proceeding, subject to the

II-5

same undertaking requirement for the managers and organizer. A determination as to whether indemnification or advancement is permissible shall by made by a majority in interest of the members or by an independent special legal counsel.

The Articles of Organization of ADESA Dealer Services, LLC, Automotive Finance Consumer Division, LLC and Dent Demon, LLC provide that the companies must, to the greatest extent not inconsistent with the laws and public policies of Indiana, indemnify their members, managers or organizers if such person conducted himself or herself in good faith and reasonably believed that his or her conduct was in or at least not opposed to the company’s best interests. The companies must advance expenses to its members, managers and organizers, as incurred, in connection with a proceeding so long as such person undertakes to repay such advance if it is ultimately determined that he or she is not entitled to indemnification. The companies may indemnify its employees and agents to the same extent they indemnify their members, managers and organizers. The companies may also advance expenses to such employees and agents, as incurred, in connection with a proceeding, subject to the same undertaking requirement for the members, managers and organizer. A determination as to whether indemnification or advancement is permissible shall by made by a majority in interest of the members or by an independent special legal counsel.

The Operating Agreement for ADESA-South Florida, LLC does not contain an indemnification provision.

Iowa Registrant

ADESA Des Moines, LLC is organized under the laws of the State of Iowa.

Section 490A.202(17) of the Iowa Limited Liability Company Act provides that a company may indemnify and hold harmless a member, manager, or other person against a claim, liability, or other demand, as provided in an operating agreement.

The Articles of Organization of ADESA Des Moines, LLC provide that the company must, to the fullest extent permitted by Iowa law, indemnify its managers and organizer if such person acted in good faith and reasonably believed that his or her conduct was in or at least not opposed to the company’s best interest. The company must advance expenses to its managers and organizer, as incurred, in connection with a proceeding so long as such person undertakes to repay such advance if it is ultimately determined that he or she is not entitled to indemnification. The company may indemnify its employees and agents to the same extent it indemnified its managers and organizer. The company may also advance expenses to such employees and agents, as incurred, in connection with a proceeding, subject to the same undertaking requirement for the managers and organizer.

Illinois Registrants

Insurance Auto Auctions, Inc. and IAA Services, Inc. are incorporated under the laws of the State of Illinois.

Section 8.75 of the Illinois Business Corporation Act of 1983, as amended (the “IBCA”), provides for a limitation of director liability. Under Section 8.75 of the IBCA, directors and officers may be indemnified by the registrant against all expenses incurred in connection with actions (including, under certain circumstances, derivative actions) brought against such director or officer by reason of his or her status as our representative, or by reason of the fact that such director or officer serves or served as a representative of another entity at our request, so long as the director or officer acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, our best interests.

The By-Laws of Insurance Auto Auctions, Inc. and IAA Services, Inc. provide that the corporations must indemnify their directors and officers to the fullest extent permitted by Illinois law, if the individual’s conduct was in good faith and in a manner he or she reasonably believed to be, or not opposed to, the corporation’s best interests. The corporations may also indemnify their other employees and agents to the same extent they indemnify their officers and officers, unless otherwise determined by the board of directors. The corporations must advance expenses, as incurred, to their directors and officers in connection with a legal proceeding so as

II-6

long as such person undertakes to repay the funds if he or she is ultimately determined not to be entitled to indemnification. The corporations may advance expenses, as incurred, to its employees and agents in connection with a legal proceeding, subject to the same undertaking requirement for directors and officers. The Articles of Incorporation of Insurance Auto Auctions, Inc. and IAA Services, Inc. provide that the liability of their directors for monetary damages shall be eliminated to the fullest extent permissible under Illinois law.

Kentucky Registrant

ADESA Lexington, LLC is organized under the laws of the State of Kentucky.

Section 275.180 of the Kentucky Revised Statutes provides that a written operating agreement of a Kentucky limited liability corporation may eliminate or limit the personal liability of a member or manager for monetary damages for breach of any duty provided for in the Kentucky Revised Statutes 275.170 and provide for indemnification of a member or manager for judgments, settlements, penalties, fines, or expenses incurred in a proceeding to which a person is a party because the person is or was a member or manager of the company.

The Articles of Organization and the Operating Agreement of ADESA Lexington, LLC do not provide for indemnification of its officers or managers.

Louisiana Registrants

A.D.E. of Ark-La-Tex, Inc. is incorporated and ADESA Ark-La-Tex, LLC is organized under the laws of the State of Louisiana.

Section 12:83 of the Louisiana Business Corporation Law provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the corporation), by reason of the fact that he is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another business, foreign or nonprofit corporation, partnership, joint venture, or other enterprise. The indemnity may include expenses, including attorney fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Section 12:83 further provides that a Louisiana corporation may indemnify officers and directors in an action by or in the right of the corporation under the same conditions except that no indemnification is permitted without judicial approval if the director or officer shall have been adjudged to be liable for willful or intentional misconduct in the performance of his duty to the corporation. Where an officer or director is successful on the merits or otherwise in any defense of any action referred to above or any claim therein, the corporation must indemnify him against such expenses that such officer or director actually incurred. Section 12:83 permits a corporation to pay expenses incurred by the officer or director in defending an action, suit or proceeding in advance of the final disposition thereof if approved by the board of directors.

Section 12:1315(2) of the Louisiana Limited Liability Company Act provides for indemnification of a member or members, or a manager or managers, for judgments, settlements, penalties, fines, or expenses incurred because he is or was a member or manager.

The By-Laws of A.D.E. of Ark-La-Tex, Inc. provide that the corporation shall indemnify its officers, directors and employees if such individual’s conduct was in good faith and the individual reasonably believed that its conduct was in the best interest of the corporation. The By-Laws of A.D.E. of Ark-La-Tex, Inc. further provide that the corporation may advance expenses to its directors, officers, employees and agents, as incurred, in connection with a proceeding so long as such person undertakes to repay such expenses if it is ultimately determined that he or she is not entitled to indemnification.

II-7

The Operating Agreement of ADESA Ark-La-Tex, LLC does not contain an indemnification provision. The Articles of Organization of ADESA Ark-La-Tex, LLC provide that the member shall have no personal liability to any third party, for monetary damages or otherwise, as a result of membership in or management of the company.

Massachusetts Registrant

Auto Dealers Exchange of Concord, LLC is organized under the laws of the State of Massachusetts.

Section 8 of the Massachusetts Limited Liability Company Act provides that a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever. Such indemnification may include payment by the limited liability company of expenses incurred in defending a civil or criminal action or proceeding in advance of the final disposition of such action or proceeding, upon receipt of an undertaking by the person indemnified to repay such payment if he shall be adjudicated to be not entitled to indemnification under this section which undertaking may be accepted without reference to the financial ability of such person to make repayment. Any such indemnification may be provided although the person to be indemnified is no longer a member or manager.

No indemnification shall be provided for any person with respect to any matter as to which he shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his action was in the best interest of the limited liability company.

The Operating Agreement of Auto Dealers Exchange of Concord, LLC does not contain an indemnification provision.

Michigan Registrants

ADESA Lansing, LLC is organized under the laws of the State of Michigan.

Section 405.4408 of the Michigan Limited Liability Company Act permits a limited liability company to indemnify and hold harmless a manager from and against any and all losses, expenses, claims, and demands sustained by reason of any acts or omissions or alleged acts or omissions as a manager, including judgments, settlements, penalties, fines, or expenses incurred in a proceeding to which the person is a party or threatened to be made a party because he or she is or was a manager, to the extent provided for in an operating agreement or in a contract with the person, or to the fullest extent permitted by agency law subject to any restriction in an operating agreement or contract, except that the company may not indemnify any person for any of the following: (a) the receipt of a financial benefit to which the manager is not entitled; (b) liability under section 450.4308; and (c) a knowing violation of law.

The Operating Agreement of ADESA Lansing, LLC does not contain an indemnification provision.

Minnesota Registrant

ADESA Minnesota, LLC is organized under the laws of the State of Minnesota.

Under Section 322B.699 of the Minnesota Limited Liability Company Act, a limited liability company shall indemnify a person made or threatened to be made a party to a proceeding by reason of the former or present official capacity of the person against judgments, penalties, fines, including, without limitation, excise taxes assessed against the person with respect to an employee benefit plan, settlements, and reasonable expenses, including attorney’s fees and disbursements, incurred by the person in connection with the proceeding, if, with respect to the acts or omissions of the person complained of in the proceeding, the person: (1) has not been indemnified by another organization or employee benefit plan for the same judgments, penalties, fines, including, without limitation, excise taxes assessed against the person with respect to an employee benefit plan, settlements,

II-8

and reasonable expenses, including attorney’s fees and disbursements, incurred by the person in connection with the proceeding with respect to the same acts or omissions; (2) acted in good faith; (3) received no improper personal benefit and section 322B.666 if applicable, has been satisfied; (4) in the case of a criminal proceeding, had no reasonable cause to believe the conduct was unlawful; and (5) in the case of acts or omissions occurring in the official capacity described in subdivision 1, paragraph (c), clause (1) or (2), reasonably believed that the conduct was in the best interests of the limited liability company, or in the case of acts or omissions occurring in the official capacity described in subdivision 1, paragraph (c), clause (3), reasonably believed that the conduct was not opposed to the best interests of the limited liability company. If the person’s acts or omissions complained of in the proceeding relate to conduct as a director, officer, trustee, employee, or agent of an employee benefit plan, the conduct is not considered to be opposed to the best interests of the limited liability company if the person reasonably believed that the conduct was in the best interests of the participants or beneficiaries of the employee benefit plan.

The Operating Agreement of ADESA Minnesota, LLC provides that the company shall indemnify any of its members or organizer (and any responsible officers, partners, shareholders, members, directors or managers or such member or organizer which is an entity) made a party to the proceeding, if such person acted in good faith and in a manner that such person reasonably believed that the conduct was in or at least not opposed to the company’s best interest, and in the case of a criminal proceeding, such person had no reasonable cause to believe that the person’s conduct was unlawful. The company may advance expenses to such person, if the person furnishes the company a written affirmation of the person’s good faith belief that such person has met the required standard of conduct for indemnification, undertakes to repay such amount in the event that he or she is determined not to be entitled to indemnification, and such advancement is authorized by the member of the company.

Missouri Registrants

ADESA Missouri Redevelopment Corporation is incorporated under the laws of the State of Missouri. ADESA Missouri, LLC is organized under the laws of the State of Missouri.

Section 351.355 of the General and Business Corporation Law of Missouri (the “Missouri Statute”) provides that a Missouri corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal or administrative or investigative, other than an action by or in the right of the corporation, by reason of the fact that he or she is or was serving as a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. Similar provisions apply to actions brought by or in the right of the corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person has been found liable for negligence or misconduct in the performance of his or her duty to the corporation unless and only to the extent that the court in which the action or suit was brought determines upon application that, despite the finding of liability and in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper. Where an officer or director is successful on the merits or otherwise in defense of any proceeding referred to above, the corporation must indemnify him or her against the expenses which he or she has actually and reasonably incurred, unless otherwise provided in the corporation’s articles of incorporation or by-laws.

The Missouri Limited Liability Company Act is silent as to indemnification. Section 351.355 of the General and Business Corporation Law of Missouri, provides that a corporation may indemnify any person, including an officer or director, who was or is, or is threatened to be made, a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in

II-9

the right of such corporation), by reason of the fact that such person is or was a director, officer, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of such corporation, and, with respect to any criminal actions and proceedings, had no reasonable cause to believe that his conduct was unlawful.

The By-Laws of ADESA Missouri Redevelopment Corporation provide that the corporation shall indemnify its officers, directors and employees if such individual’s conduct was in good faith and, when acting in his or her official capacity of the corporation, in what he or she reasonably believed was the corporation’s best interest or, when acting in all other cases, in what he or she reasonably believed was not opposed to the corporation’s best interest and in addition, in any criminal proceeding, he or she had no reasonable cause to believe the conduct was unlawful. The By-Laws of ADESA Missouri Redevelopment Corporation further provide that the corporation may advance expenses to its directors, officers and employees, as incurred, in connection with a proceeding so long as such person provides the company with a written affirmation of the person’s good faith belief that such person has met the required standard of conduct for indemnification and such person undertakes to repay such expenses if it is ultimately determined that he or she is not entitled to indemnification.

The Operating Agreement of ADESA Missouri, LLC does not contain an indemnification provision.

Nevada Registrant

LiveBlock Auctions International, Inc. is incorporated under the laws of the State of Nevada.

Section 78.7502 of the Nevada General Corporation Law (the “NGCL”) provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he acted in good faith and in a manner in which he reasonably believed to be in or not opposed to the best interest of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Section 78.7502 of the NGCL further provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of another corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation.

The By-Laws of LiveBlock Auctions International, Inc. provide that the corporation shall indemnify its directors, officers and employees if such individual’s conduct was in good faith and, when acting in his or her official capacity of the corporation, in what he or she reasonably believed was the corporation’s best interest or, when acting in all other cases, in what he or she reasonably believed was not opposed to the corporation’s best interest and in addition, in any criminal proceeding, he or she had no reasonable cause to believe the conduct was unlawful. The By-Laws of LiveBlock Auctions International, Inc. further provide that the corporation may advance expenses to its directors, officers and employees, as incurred, in connection with a proceeding so long as

II-10

such person provides the company with a written affirmation of the person’s good faith belief that such person has met the required standard of conduct for indemnification and such person undertakes to repay such expenses if it is ultimately determined that he or she is not entitled to indemnification.

New Jersey Registrants

ADESA Atlanta, LLC, ADESA New Jersey, LLC, ADESA Phoenix, LLC are organized under the laws of New Jersey.

Under Section 42:2B-10 of the New Jersey Limited Liability Company Act, a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.

The Operating Agreement of each of ADESA Atlanta, LLC, ADESA New Jersey, LLC and ADESA Phoenix, LLC does not contain an indemnification provision.

New York Registrant

ADESA New York, LLC is organized under the laws of the State of New York.

Section 420 of the New York Limited Liability Company Law provides that a limited liability company may, and shall have the power to, indemnify and hold harmless, and advance expenses to, any member, manager or other person, or any testator or intestate of such member, manager or other person, from and against any and all claims and demands whatsoever; provided, however, that no indemnification may be made to or on behalf of any member, manager or other person if a judgment or other final adjudication adverse to such member, manager or other person establishes: (a) that his or her acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated or (b) that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled.

The Articles of Organization of ADESA New York, LLC provide that the company must, to the fullest extent permitted by the laws and public policies of New York, indemnify its managers and organizer if such person acted in good faith and reasonably believed that his or her conduct was in or at least not opposed to the company’s best interest. The company must advance expenses to its managers and organizer, as incurred, in connection with a proceeding so long as such person undertakes to repay such advance if it is ultimately determined that he or she is not entitled to indemnification. The company may indemnify its employees and agents to the same extent it indemnified its managers and organizer. The company may also advance expenses to such employees and agents, as incurred, in connection with a proceeding, subject to the same undertaking requirement for the managers and organizer.

North Carolina Registrant

ADESA Charlotte, LLC and CarBuyCo, LLC are organized under the laws of the State of North Carolina.

Section 57C-3-32 of the North Carolina Limited Liability Company Act provides that the articles of organization or a written operating agreement may eliminate or limit the personal liability of a manager, director, or executive for monetary damages for breach of any duty as manager, director, or executive and provides for indemnification of a manager, member, director, or executive for judgments, settlements, penalties, fines, or expenses incurred in a proceeding to which the member, manager, director, or executive is a party because the person is or was a manager, member, director, or executive.

No provision permitted under this section shall limit, eliminate, or indemnify against the liability of a manager, director, or executive for: (i) acts or omissions that the manager, director, or executive knew at the time of the acts or omissions were clearly in conflict with the interests of the limited liability company, (ii) any

II-11

transaction from which the manager, director, or executive derived an improper personal benefit, or (iii) acts or omissions occurring prior to the date the provision became effective, except that indemnification may be provided if approved by all the members.

The Articles of Organization and the Operating Agreement of ADESA Charlotte, LLC do not contain an indemnification provision. The Articles of Organization of CarBuyCo, LLC provide that the company shall indemnify any of its members or organizers (and any responsible officers, partners, shareholders, members, directors or managers or such member or organizer which is an entity) made a party to the proceeding, if such person acted in good faith and in a manner that such person reasonably believed that the conduct was in or at least not opposed to the company’s best interest, and, in the case of a criminal proceeding, such person had no reasonable cause to believe that the person’s conduct was unlawful. The company may advance expenses to such person, if the person furnishes the company a written affirmation of the person’s good faith belief that such person has met the required standard of conduct for indemnification, undertakes to repay such amount in the event that he or she is determined not to be entitled to indemnification, and such advancement is authorized by the member of the company.

North Dakota Registrants

Tri-State Auction Co., Inc. and Zabel & Associates, Inc. are incorporated under the laws of the State of North Dakota.

Section 10-19.1-91 of the North Dakota Business Corporation Act authorizes indemnification of directors and officers of a North Dakota corporation under certain circumstances against expenses, judgments and the like in connection with an action, suit or proceeding. Indemnification is not available to directors for breaches of duty of loyalty to the corporation or its members, acts or omissions not in good faith or which involve intentional misconduct or knowing violation of law or any transaction from which the director derived an improper personal benefit.

The By-Laws of each of Tri-State Auction Co., Inc. and Zabel & Associates, Inc. provide that the corporation shall indemnify its officers, directors and employees if such individual’s conduct was in good faith and the individual reasonably believed that his or her conduct was in the best interest of the corporation. The By-Laws further provide that the corporation may advance expenses to its directors, officers and employees in connection with a proceeding so long as such person undertakes to repay such expenses if it is ultimately determined that he or she is not entitled to indemnification and upon a determination that the facts then known would not preclude indemnification.

Ohio Registrants

Auto Disposal Systems, Inc. is incorporated and ADS Ashland, LLC, ADS Priority Transport Ltd and ADESA Ohio, LLC are organized under the laws of the State of Ohio. Asset Holdings III, L.P. is registered under the laws of the State of Ohio.

Under Section 1701.13(E) of the Ohio General Corporation Law, generally, a corporation may indemnify any current or former director, officer, employee or agent for reasonable expenses incurred in connection with the defense or settlement of any threatened, pending or completed litigation related to the person’s position with the corporation or related to the person’s service (as a director, trustee, officer, employee, member, manager, or agent) to another corporation at the request of the indemnifying corporation, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation. If the litigation involved a criminal action or proceeding, the person must also have had no reasonable cause to believe his or her conduct was unlawful. Ohio law requires indemnification for reasonable expenses incurred if the person was successful in the defense of the litigation.

II-12

Section 1705.32 of the Ohio Limited Liability Company Act provides that a limited liability company may indemnify or agree to indemnify any person who was or is a party, or who is threatened to be made a party, to any threatened, pending, or completed civil, criminal, administrative, or investigative action, suit, or proceeding, because he is or was a manager, member, partner, officer, employee, or agent of the company or is or was serving at the request of the company as a manager, director, trustee, officer, employee, or agent of another limited liability company, corporation, partnership, joint venture, trust, or other enterprise. The company may indemnify or agree to indemnify a person in that position against expenses, including attorney’s fees, judgments, fines, and amounts paid in settlement that actually and reasonably were incurred by him in connection with the action, suit, or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the company and, in connection with any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

The Ohio Limited Partnership Act is silent as to indemnification. Section 1782.19(E) of the Ohio Limited Partnership Act, however, provides the rights and powers of limited partners may be created by a partnership agreement or any other agreement or in writing. Section 1782.24 provides that except as otherwise provided in the partnership agreement, general partner of a limited partnership shall have all the rights and powers and be subject to all the restrictions and liabilities of a partner in a partnership without limited partners. Under Section 1775.17 of the Uniform Partnership Act, which governs a partnership without limited partners, the partnership must indemnify every partner in respect of payments made and personal liabilities reasonably incurred by the partner in the ordinary and proper conduct of its business, or for the preservation of its business or property.

The By-Laws of Auto Disposal Systems, Inc. do not contain an indemnification provision.

The Operating Agreement of each of ADS Ashland, LLC, ADS Priority Transport, Ltd and ADESA Ohio, LLC does not contain an indemnification provision.

The Limited Partnership Agreement of Asset Holdings III, L.P. provides that the partnership must indemnify any current or former general partner of the partner, or any director, officer, manager, employee or agent thereof, so long as such person acted in a good faith and in a manner that person reasonably believed to be in or not opposed to the bests of the partnership and that, with respect to any criminal action, the person had no reasonable cause to believe his or her conduct was unlawful. The partnership must advance expenses to a general partner in connection with a proceeding so long as such general partner (i) undertakes to repay the advance if it is proved by clear and convincing evidence in a court that his or her action undertaken was not in good faith and (ii) reasonably cooperates with the partnership concerning the proceeding. The partnership may advance expenses to an officer or trustee, so long as such person undertakes to repay the advance if it is ultimately determined that such person is not entitled to indemnification.

Oklahoma Registrant

ADESA Oklahoma, LLC is organized under the laws of the State of Oklahoma.

Section 2003(11) of the Oklahoma Limited Liability Company Act provides that a limited liability company may indemnify and hold harmless any member, agent, or employee from and against any and all claims and demands whatsoever, except in the case of action or failure to act by the member, agent, or employee which constitutes willful misconduct or recklessness, and subject to the standards and restrictions, if any, set forth in the articles of organization or operating agreement.

The Operating Agreement of ADESA Oklahoma, LLC does not contain an indemnification provision.

II-13

Pennsylvania Registrant

ADESA Pennsylvania, LLC is organized under the laws of the State of Pennsylvania.

Section 8945 of the Pennsylvania Limited Liability Company Act provides that a limited liability company may and shall have the power to indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.

The Operating Agreement of ADESA Pennsylvania, LLC does not contain an indemnification provision.

South Dakota Registrant

Sioux Falls Auto Auction, Inc. is incorporated under the laws of the State of South Dakota.

The South Dakota Business Corporation Act (the “SDBCA”) permits a corporation to indemnify an officer or director who is a party to a proceeding by reason of being an officer or director against liability incurred in the proceeding if the officer or director (1) acted in good faith; and (2) reasonably believed: (i) in the case of conduct in an official capacity, that the conduct was in our best interests; and (ii) in all other cases, that the conduct was at least not opposed to our best interests; and (3) in the case of any criminal proceeding, had no reasonable cause to believe the conduct was unlawful.

The By-Laws of Sioux Falls Auto Auction, Inc. provide that the corporation shall indemnify its officers, directors and employees if such individual’s conduct was in good faith and the individual reasonably believed that his or her conduct was in the best interest of the corporation. The By-Laws further provide that the corporation may advance expenses to its directors, officers and employees in connection with a proceeding so long as such person undertakes to repay such expenses if it is ultimately determined that he or she is not entitled to indemnification and upon a determination that the facts then known would not preclude indemnification.

Tennessee Registrants

Auto Disposal of Bowling Green, Inc., Auto Disposal of Chattanooga, Inc., Auto Disposal of Memphis, Inc., Auto Disposal of Nashville, Inc. and Auto Disposal of Paducah, Inc. are incorporated under the laws of the State of Tennessee. A.D.E. of Knoxville, LLC and Auto Dealers Exchange of Memphis, LLC are organized under the laws of the State of Tennessee.

Section 48-18-502 of the Tennessee Business Corporation Act (“TNBCA”) provides that a corporation may indemnify an individual made a party to a proceeding because he is or was a director against liability incurred in the proceeding if: (1) he conducted himself in good faith; and (2) he reasonably believed (i) in the case of conduct in his official capacity with the corporation, that his conduct was in its best interests; and (ii) in all other cases, that his conduct was at least not opposed to its best interests; and (3) in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. Under the TNBCA, a corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of the final disposition of the proceeding if: (1) the director furnishes the corporation a written affirmation of his good faith belief that he has met the standard of conduct described in the preceding sentence; and (2) the director furnishes the corporation an undertaking, executed personally or on his behalf, to repay the advance if it is ultimately determined that he did not meet the standard of conduct; and (3) a determination is made that the facts then known to those making the determination would not preclude indemnification. Unless a corporation’s articles of incorporation provide otherwise, the corporation may indemnify and advance expenses to an officer, employee or agent of the corporation who is not a director to the same extent as to a director

Section 48-243-101 of the Tennessee Limited Liability Company Act permits an LLC to indemnify an individual made a party to a proceeding because such individual is or was a responsible person against liability incurred in the proceeding if the individual acted in good faith and reasonably believed that such individual’s conduct was in the best interest of the LLC or at least not opposed to its best interests; and in the case of any criminal proceeding, had no reasonable cause to believe such conduct was unlawful.

II-14

The Charter of Auto Disposal of Bowling Green, Inc. provides that the corporation shall, and upon request shall advance expenses to, in the manner and to the full extent permitted by law, any officer or director who was or is a party to a proceeding by reason of the fact that such person is or was a director or officer of the corporation, provided that the corporation shall not indemnify any such indemnitee (i) in any proceeding by the corporation against such indemnitee, (ii) if the board of directors determines that the officer or director has not met the required standard of conduct, or (iii) if a judgment or other final adjudication adverse to the indemnitee establishes his liability for breach of the duty of loyalty, for acts not in good faith or under Section 48-18-304 of the TNBCA.

Neither the Charters nor the Operating Agreements of each of A.D.E. of Knoxville, LLC, Auto Dealers Exchange of Memphis, LLC, Auto Disposal of Memphis, Inc. and Auto Disposal of Paducah, Inc. contain an indemnification provision.

The Charters of Auto Disposal of Chattanooga, Inc. and Auto Disposal of Nashville, Inc. provide that the corporation shall indemnify its officers if such individual’s conduct was in good faith and, when acting in his or her official capacity of the corporation, in what he or she reasonably believed was the corporation’s best interest or, when acting in all other cases, in what he or she reasonably believed was at least not opposed to the corporation’s best interest and in addition, in any criminal proceeding, he or she had no reasonable cause to believe the conduct was unlawful. The Charters of Auto Disposal of Chattanooga, Inc. and Auto Disposal of Nashville, Inc. further provide that the corporation may advance expenses to its directors, as incurred, in connection with a proceeding so long as such person provides the company with a written affirmation of the person’s good faith belief that such person has met the required standard of conduct for indemnification, such person undertakes to repay such expenses if it is ultimately determined that he or she is not entitled to indemnification and a determination is made that the facts then known to those making the determination would not preclude indemnification under Tennessee laws.

Texas Registrants

ADESA Texas, Inc. is incorporated under the laws of the State of Texas. ADESA Impact Texas, LLC is a limited liability company organized under the laws of the State of Texas.

Under Article 2.02-1 of the Texas Business Corporation Act, or TBCA, subject to the procedures and limitations stated therein, a company may indemnify any person who was, is or is threatened to be made a named defendant or respondent in a proceeding because the person is or was a director, officer, employee or agent of ours against judgment, penalties (including excise and similar taxes), fines, settlements, and reasonable expenses (including court costs and attorneys’ fees) actually incurred by the person in connection with the proceeding if it is determined that the person seeking indemnification: (i) acted in good faith; (ii) reasonably believed that his or her conduct was in or at least not opposed to our best interests; and (iii) in the case of a criminal proceeding, has no reasonable cause to believe his or her conduct was unlawful.

A company is required by Article 2.02-1 of the TBCA to indemnify a director or officer against reasonable expenses (including court costs and attorneys’ fees) incurred by the director or officer in connection with a proceeding in which the director or officer is a named defendant or respondent because the director or officer is or was in that position if the director or officer has been wholly successful, on the merits or otherwise, in the defense of the proceeding. The TBCA prohibits a company from indemnifying a director or officer in respect of a proceeding in which the person is found liable to the company or on the basis that a personal benefit was improperly received by him or her, other than for reasonable expenses (including court costs and attorneys’ fees) actually incurred by him or her in connection with the proceeding; provided, that the TBCA further prohibits a company from indemnifying a director or officer in respect of any such proceeding in which the person is found liable for willful or intentional misconduct in the performance of his or her duties.

Under Article 2.02-1(J) of the TBCA, a court of competent jurisdiction may order a company to indemnify a director or officer if the court determines that the director or officer is fairly and reasonably entitled to indemnification in view of all the relevant circumstances; however, if the director or officer is found liable to the

II-15

company or is found liable on the basis that a personal benefit was improperly received by him or her, the indemnification will be limited to reasonable expenses (including court costs and attorneys’ fees) actually incurred by him or her in connection with the proceeding.

Section 2.20 of the Texas Limited Liability Company Act provides that a limited liability company has the power, subject to such standards and restrictions, if any, as are set forth in its articles of organization or regulations, to indemnify members, managers, officers and other persons and purchase insurance for such persons. Section 2.20 further provides that a limited liability company may expand or restrict duties (including fiduciary duties) and liabilities of such persons.

The By-Laws of ADESA Texas, Inc. provide that the corporation shall indemnify its officers, directors and employees if such individual’s conduct was in good faith and the individual reasonably believed that his or her conduct was in the best interest of the corporation. The By-Laws further provide that the corporation may advance expenses to its directors, officers and employees in connection with a proceeding so long as such person undertakes to repay such expenses if it is ultimately determined that he or she is not entitled to indemnification and upon a determination that the facts then known would not preclude indemnification.

The Operating Agreement of ADESA Impact Texas, LLC does not contain an indemnification provision.

Virginia Registrant

ADESA Virginia, LLC is organized under the laws of the State of Virginia.

Section 13.1-1009(16) of the Virginia Limited Liability Company Act permits a limited liability company to indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever, and to pay for or reimburse any member or manager or other person for reasonable expenses incurred by such a person who is a party to a proceeding in advance of final disposition of the proceeding.

The Operating Agreement of ADESA Virginia, LLC does not contain an indemnification provision.

Washington Registrant

ADESA Washington, LLC is organized under the laws of the State of Washington.

Section 25.15.040 of the Washington Limited Liability Company Act provides that a limited liability company agreement may contain provisions not inconsistent with law that: (a) eliminate or limit the personal liability of a member or manager to the limited liability company or its members for monetary damages for conduct as a member or manager, provided that such provisions shall not eliminate or limit the liability of a member or manager for acts or omissions that involve intentional misconduct or a knowing violation of law by a member or manager, for conduct of the member or manager, violating the Washington Limited Liability Company Act or for any transaction from which the member or manager will personally receive a benefit in money, property, or services to which the member or manager is not legally entitled; or (b) indemnify any member or manager from and against any judgments, settlements, penalties, fines, or expenses incurred in a proceeding to which an individual is a party because he or she is, or was, a member or a manager, provided that no such indemnity shall indemnify a member or a manager from or on account of acts or omissions of the member or manager finally adjudged to be intentional misconduct or a knowing violation of law by the member or manager, conduct of the member or manager adjudged to be in violation of the Washington Limited Liability Company Act or any transaction with respect to which it was finally adjudged that such member or manager received a benefit in money, property, or services to which such member or manager was not legally entitled.

The Operating Agreement of ADESA Washington, LLC does not contain an indemnification provision.

II-16

Wisconsin Registrant

ADESA Wisconsin, LLC is organized under the laws of the State of Wisconsin.

Section 183.0106(2)(m) of the Wisconsin Limited Liability Company Act permits a limited liability company to indemnify a member, manager, employee, officer or agent or any other person. Section 183.0403(2) provides that a company shall indemnify or allow reasonable expenses to and pay liabilities of each member and, if management of the limited liability company is vested in one or more managers, of each manager, incurred with respect to a proceeding if that member or manager was a party to the proceeding in the capacity of a member or manager.

The Operating Agreement of ADESA Wisconsin, LLC does not contain an indemnification provision.

Item 15. Recent Sales of Unregistered Securities

None.

Item 16. Exhibits and Financial Statement Schedules

a) Exhibits
2.1*	Agreement and Plan of Merger, dated December 22, 2006, by and among KAR Holdings, II, LLC, KAR Holdings, Inc., KAR Acquisition, Inc. and ADESA, Inc.
2.2*	Stock Purchase Agreement, dated January 11, 2008, by and among Insurance Auto Auctions, Inc., the shareholders of Salvage Disposal Company of Georgia, Janet L. Covey, as shareholders’ representative, and solely for the purposes of Section 6.11 and Article XI, Verastar, LLC
2.3*	Stock Purchase Agreement, dated January 18, 2008, by and among Insurance Auto Auctions, Inc., the shareholders of each of Auto Disposal of Nashville, Inc., Auto Disposal of Chattanooga, Inc., Auto Disposal of Memphis, Inc., Auto Disposal of Paducah, Inc. and Auto Disposal of Bowling Green, Inc., and Robert D. Poole, as shareholders’ representative
3.1*	Certificate of Incorporation of KAR Holdings, Inc., as amended
3.2*	By-Laws of KAR Holdings, Inc.
3.3*	Amended and Restated Certificate of Incorporation of ADESA, Inc.
3.4*	Amended and Restated By-Laws of ADESA, Inc.
3.5*	Articles of Organization of ADESA Corporation, LLC
3.6*	Operating Agreement, for ADESA Corporation, LLC, as amended
3.7*	Articles of Incorporation of A.D.E. of Ark-La-Tex, Inc.
3.8*	Amended and Restated Code of By-Laws of A.D.E. of Ark-La-Tex, Inc.
3.9*	Articles of Organization for A.D.E. of Knoxville, LLC
3.10*	Operating Agreement for A.D.E. of Knoxville, LLC, as amended
3.11*	Articles of Organization of ADESA Ark-La-Tex, LLC
3.12*	Amended and Restated Operating Agreement for ADESA Ark-La-Tex, LLC, as amended
3.13*	Certificate of Formation of ADESA Arkansas, LLC
3.14*	Operating Agreement for ADESA Arkansas, LLC, as amended
3.15*	Certificate of Formation of ADESA Atlanta, LLC
3.16*	Amended and Restated Operating Agreement for ADESA Atlanta, LLC, as amended

II-17

3.17*	Articles of Organization of ADESA Birmingham, LLC
3.18*	Operating Agreement for ADESA Birmingham, LLC, as amended
3.19*	Articles of Organization-Conversion of ADESA California, LLC
3.20*	Operating Agreement for ADESA California, LLC, as amended
3.21*	Articles of Organization including Articles of Conversion of ADESA Charlotte, LLC
3.22*	Operating Agreement for ADESA Charlotte, LLC, as amended
3.23*	Articles of Organization of ADESA Colorado, LLC
3.24*	Operating Agreement for ADESA Colorado, LLC, as amended
3.25*	Articles of Organization of ADESA Dealer Services, LLC
3.26*	Operating Agreement for ADESA Dealer Services, LLC
3.27*	Articles of Organization of ADESA Des Moines, LLC
3.28*	Operating Agreement for ADESA Des Moines, LLC, as amended
3.29*	Articles of Organization of ADESA Florida, LLC
3.30*	Operating Agreement for ADESA Florida, LLC, as amended
3.31*	Certificate of Formation of ADESA Impact Texas, LLC
3.32*	Operating Agreement for ADESA Impact Texas, LLC, as amended
3.33*	Articles of Organization of ADESA Indianapolis, LLC
3.34*	Operating Agreement for ADESA Indianapolis, LLC, as amended
3.35*	Articles of Organization of ADESA Lansing, LLC
3.36*	Operating Agreement for ADESA Lansing, LLC, as amended
3.37*	Articles of Organization of ADESA Lexington, LLC
3.38*	Operating Agreement for ADESA Lexington, LLC, as amended
3.39*	Articles of Organization of ADESA Mexico, LLC
3.40*	Operating Agreement for ADESA Mexico, LLC
3.41*	Certificate of Organization of ADESA Missouri, LLC
3.42*	Operating Agreement for ADESA Missouri, LLC, as amended
3.43*	Certificate of Formation of ADESA New Jersey, LLC
3.44*	Operating Agreement for ADESA New Jersey, LLC, as amended
3.45*	Articles of Organization of ADESA New York, LLC
3.46*	Operating Agreement for ADESA New York, LLC, as amended
3.47*	Articles of Organization of ADESA Ohio, LLC
3.48*	Operating Agreement for ADESA Ohio, LLC, as amended
3.49*	Articles of Organization of ADESA Oklahoma, LLC
3.50*	Operating Agreement for ADESA Oklahoma, LLC, as amended
3.51*	Certificate of Organization of ADESA Pennsylvania, LLC
3.52*	Operating Agreement for ADESA Pennsylvania, LLC

II-18

3.53*	Articles of Incorporation of Tri-State Auction Co., Inc.
3.54*	By-Laws of Tri-State Auction Co., Inc.
3.55*	Certificate of Formation of ADESA Phoenix, LLC
3.56*	Amended and Restated Operating Agreement for ADESA Phoenix, LLC, as amended
3.57*	Certificate of Incorporation of Axle Holdings, Inc., as amended
3.58*	By-Laws of Axle Holdings, Inc.
3.59*	Articles of Organization of ADESA San Diego, LLC
3.60*	Amended and Restated Operating Agreement for ADESA San Diego, LLC, as amended
3.61*	Articles of Organization of ADESA-South Florida, LLC
3.62*	Amended and Restated Operating Agreement for ADESA-South Florida, LLC
3.63*	Articles of Organization of ADESA Southern Indiana, LLC
3.64*	Operating Agreement for ADESA Southern Indiana, LLC, as amended
3.65*	Articles of Incorporation of ADESA Texas, Inc.
3.66*	Amended and Restated Code of By-Laws of ADESA Texas, Inc.
3.67*	Articles of Organization of ADESA Virginia, LLC
3.68*	Operating Agreement for ADESA Virginia, LLC, as amended
3.69*	Certificate of Formation of ADESA Washington, LLC
3.70*	Operating Agreement for ADESA Washington, LLC, as amended
3.71*	Articles of Organization of ADESA Wisconsin, LLC
3.72*	Operating Agreement for ADESA Wisconsin, LLC, as amended
3.73*	Articles of Organization of AFC Cal, LLC
3.74*	Amended and Restated Operating Agreement for AFC Cal, LLC
3.75*	Restated Certificate of Limited Partnership of Asset Holdings III, L.P.
3.76*	Amended and Restated Partnership Agreement for Asset Holdings III, L.P., as amended
3.77*	Certificate of Organization of Auto Dealers Exchange of Concord, LLC
3.78*	Operating Agreement for Auto Dealers Exchange of Concord, LLC, as amended
3.79*	Articles of Organization of Auto Dealers Exchange of Memphis, LLC
3.80*	Operating Agreement for Auto Dealers Exchange of Memphis, LLC, as amended
3.81*	Articles of Organization of Automotive Finance Consumer Division, LLC
3.82*	Operating Agreement for Automotive Finance Consumer Division, LLC
3.83*	Articles of Amendment and Restatement of Articles of Incorporation of Automotive Finance Corporation
3.84*	Amended and Restated Code of By-Laws of Automotive Finance Corporation
3.85*	Articles of Incorporation of Automotive Recovery Services, Inc.
3.86*	Amended and Restated Code of By-Laws for Automotive Recovery Services, Inc.
3.87*	Articles of Incorporation of AutoVIN, Inc.

II-19

3.88*	Amended and Restated Code of By-Laws of AutoVIN, Inc.
3.89*	Articles of Incorporation of PAR, Inc.
3.90*	Amended and Restated Code of By-Laws of PAR, Inc.
3.91*	Articles of Incorporation of Insurance Auto Auctions, Inc.
3.92*	By-Laws for Insurance Auto Auctions, Inc.
3.93*	Articles of Incorporation of Insurance Auto Auctions Corp.
3.94*	By-Laws for Insurance Auto Auctions Corp.
3.95*	Certificate of Incorporation of IAA Acquisition Corp.
3.96*	By-Laws for IAA Acquisition Corp.
3.97*	Articles of Incorporation of IAA Services, Inc.
3.98*	By-Laws of IAA Services, Inc.
3.99*	Articles of Incorporation of Auto Disposal Systems, Inc., as amended
3.100*	Code of Regulations for Auto Disposal Systems, Inc.
3.101*	Articles of Organization of ADS Ashland, LLC
3.102*	Operating Agreement for ADS Ashland, LLC
3.103*	Articles of Organization of ADS Priority Transport Ltd.
3.104*	Operating Agreement for ADS Priority Transport Ltd.
3.105*	Articles of Organization of Dent Demon, LLC
3.106*	Operating Agreement for Dent Demon, LLC
3.107*	Certificate of Incorporation of Sioux Falls Auto Auction, Inc.
3.108*	By-Laws of Sioux Falls Auto Auction, Inc.
3.109*	Articles of Incorporation of Zabel & Associates, Inc.
3.110*	By-Laws of Zabel & Associates, Inc.
3.111***	Articles of Organization of ADESA Minnesota, LLC
3.112***	OperatingAgreement of ADESA Minnesota, LLC
3.113***	Certificateof Incorporation of ADESA Missouri Redevelopment Corporation
3.114***	By-Lawsof ADESA Missouri Redevelopment Corporation
3.115***	Certificateof Incorporation of Auto Disposal of Bowling Green, Inc.
3.116***	By-Lawsof Auto Disposal of Bowling Green, Inc.
3.117***	Certificateof Incorporation of Auto Disposal of Chattanooga, Inc.
3.118***	By-Lawsof Auto Disposal of Chattanooga, Inc.
3.119***	Certificateof Incorporation of Auto Disposal of Memphis, Inc.
3.120***	By-Lawsof Auto Disposal of Memphis, Inc.
3.121***	Certificateof Incorporation of Auto Disposal of Nashville, Inc.
3.122***	By-Lawsof Auto Disposal of Nashville, Inc.
3.123***	Certificateof Incorporation of Auto Disposal of Paducah, Inc.

II-20

3.124***	By-Lawsof Auto Disposal of Paducah, Inc.
3.125***	Amendedand Restated Certificate of Incorporation of Salvage Disposal Company of Georgia
3.126***	By-Lawsof Salvage Disposal Company of Georgia
3.127***	Certificateof Incorporation of LiveBlock Auctions International, Inc.
3.128***	By-Lawsof LiveBlock Auctions International, Inc.
3.129***	Articles of Organization of CarBuyCo, LLC
3.130***	OperatingAgreement of CarBuyCo, LLC
4.1*	Indenture, dated April 20, 2007 (the “Floating Rate Senior Notes Indenture”), among KAR Holdings, Inc., the Guarantors from time to time parties hereto and Wells Fargo Bank, National Association, as Trustee, for $150,000,000 Floating Rate Senior Notes due 2014
4.2*	Indenture, dated April 20, 2007 (the “Fixed Rate Senior Notes Indenture”), among KAR Holdings, Inc., the Guarantors from time to time parties hereto and Wells Fargo Bank, National Association, as Trustee, for $450,000,000 8 3/4% Senior Notes due 2014
4.3*	Indenture, dated April 20, 2007 (the “Senior Subordinated Notes Indenture”), among KAR Holdings, Inc., the Guarantors from time to time parties hereto and Wells Fargo Bank, National Association, as Trustee, for $425,000,000 10% Senior Subordinated Notes due 2015
4.4*	Supplemental Indenture, dated December 26, 2007, among KAR Holdings, Inc., the guarantors listed therein and Wells Fargo Bank, National Association, as Trustee, to the Floating Rate Senior Notes Indenture
4.5*	Supplemental Indenture, dated December 26, 2007, among KAR Holdings, Inc., the guarantors listed therein and Wells Fargo Bank, National Association, as Trustee, to the Fixed Rate Senior Notes Indenture
4.6*	Supplemental Indenture, dated December 26, 2007, among KAR Holdings, Inc., the guarantors listed therein and Wells Fargo Bank, National Association, as Trustee, to the Senior Subordinated Notes Indenture
4.7*	Exchange and Registration Rights Agreement, dated April 20, 2007, between KAR Holdings, Inc., the Guarantors as named in the respective Floating Rate Senior Notes Indenture, the Fixed Rate Senior Notes Indenture and Senior Subordinated Notes Indenture, and Goldman, Sachs & Co., Bear, Stearns & Co. Inc., UBS Securities LLC, and Deutsche Bank Securities Inc., as representatives of the several Initial Purchasers, for $150,000,000 Floating Rate Senior Notes due 2014, $450,000,000 8 3/4% Senior Notes due 2014 and $425,000,000 10% Senior Subordinated Notes due 2015
4.8*	Registration Rights Agreement, dated April 20, 2007, among KAR Holdings, Inc., KAR Holdings II, LLC, certain employees of KAR Holdings, Inc. or its subsidiaries and each of their respective Permitted Transferees
4.9*	Second Supplemental Indenture, dated January 22, 2008, among KAR Holdings, Inc., Axle Holdings, Inc., the other guarantors listed therein and Wells Fargo Bank, National Association, as Trustee, to the Floating Rate Senior Notes Indenture
4.10*	Second Supplemental Indenture, dated January 22, 2008, among KAR Holdings, Inc., Axle Holdings, Inc., the other guarantors listed therein and Wells Fargo Bank, National Association, as Trustee, to the Fixed Rate Senior Notes Indenture
4.11*	Second Supplemental Indenture, dated January 22, 2008, among KAR Holdings, Inc., Axle Holdings, Inc., the other guarantors listed therein and Wells Fargo Bank, National Association, as Trustee, to the Senior Subordinated Notes Indenture

II-21

4.12a***	Third Supplemental Indenture, dated May 6, 2008, among KAR Holdings, Inc., the guarantors listed therein and Wells Fargo Bank, National Association, as Trustee, to the Floating Rate Senior Notes Indenture
4.12b***	Third Supplemental Indenture, dated May 6, 2008, among KAR Holdings, Inc., the guarantors listed therein and Wells Fargo Bank, National Association, as Trustee, to the Fixed Rate Senior Notes Indenture
4.12c***	Third Supplemental Indenture, dated May 6, 2008, among KAR Holdings, Inc., the guarantors listed therein and Wells Fargo Bank, National Association, as Trustee, to the Senior Subordinated Notes Indenture
4.13a***	Fourth Supplemental Indenture, dated September 30, 2008, among KAR Holdings, Inc., the guarantors listed therein and Wells Fargo Bank, National Association, as Trustee, to the Floating Rate Senior Notes Indenture
4.13b***	Fourth Supplemental Indenture, dated September 30, 2008, among KAR Holdings, Inc., the guarantors listed therein and Wells Fargo Bank, National Association, as Trustee, to the Fixed Rate Senior Notes Indenture
4.13c***	Fourth Supplemental Indenture, dated September 30, 2008, among KAR Holdings, Inc., the guarantors listed therein and Wells Fargo Bank, National Association, as Trustee, to the Senior Subordinated Notes Indenture
4.14a***	Fifth Supplemental Indenture, dated March 26, 2009, among KAR Holdings, Inc., the guarantors listed therein and Wells Fargo Bank, National Association, as Trustee, to the Floating Rate Senior Notes Indenture
4.14b***	Fifth Supplemental Indenture, dated March 26, 2009, among KAR Holdings, Inc., the guarantors listed therein and Wells Fargo Bank, National Association, as Trustee, to the Fixed Rate Senior Notes Indenture
4.14c***	Fifth Supplemental Indenture, dated March 26, 2009, among KAR Holdings, Inc., the guarantors listed therein and Wells Fargo Bank, National Association, as Trustee, to the Senior Subordinated Notes Indenture
4.15	Form of Floating Rate Senior Note (included as Exhibit A-1 to Exhibit 4.1)
4.16	Form of Fixed Rate Senior Note (included as Exhibit A-1 to Exhibit 4.2)
4.17	Form of Senior Subordinated Note (included as Exhibit A-1 to Exhibit 4.3)
5.1***	Opinion of Skadden, Arps, Slate, Meagher & Flom LLP (with respect to the notes and certain guarantees)
5.2***	Opinion of Skadden, Arps, Slate, Meagher & Flom LLP (with respect to guarantees by additional registrants)
10.1***,**	Guarantee and Collateral Agreement, dated April 20, 2007, made by KAR Holdings II, LLC. KAR Holdings, Inc. and the subsidiary guarantors party thereto and certain of its subsidiaries in favor of Bear Stearns Corporate Lending Inc., as administrative agent under the Credit Agreement
10.2****,**	Credit Agreement, dated April 20, 2007 (the “Credit Agreement”), among KAR Holdings II, LLC, KAR Holdings, Inc., as borrower, the several lenders from time to time parties thereto, Bear, Stearns & Co. Inc. and UBS Securities LLC, as joint lead arrangers, UBS Securities LLC, as syndication agent, Goldman Sachs Credit Partners L.P. and Deutsche Bank Securities Inc., as co-documentation agents, Bear, Stearns & Co. Inc., UBS Securities LLC and Goldman Sachs Credit Partners L.P., as joint bookrunners, and Bear Stearns Corporate Lending Inc., as administrative agent

II-22

10.3*	Assumption Agreement, dated December 26, 2007, among ADESA Dealer Services, LLC, Automotive Finance Consumer Division, LLC, ADESA Pennsylvania, LLC, Dent Demon, LLC, Zabel & Associates, Inc., Sioux Falls Auto Auction, Inc., and Tri-State Auction Co., Inc. in favor of Bear Stearns Corporate Lending, Inc., as administrative agent
10.4*	Intellectual Property Security Agreement, dated April 20, 2007, made by KAR Holdings, Inc. and each of the grantors listed on Schedule I thereto in favor of Bear Stearns Corporate Lending Inc. as administrative agent for the secured parties (as defined in the Credit Agreement)
10.5*	Shareholders Agreement, dated April 20, 2007, among KAR Holdings, Inc., KAR LLC and the IAAI continuing investors
10.8*	Financial Advisory Agreement, dated April 20, 2007, between KAR Holdings, Inc. and Kelso & Company, L.P.
10.9***†	Conversion Option Plan of KAR Holdings, Inc.
10.10*†	Form of Conversion Stock Option Agreement, dated April 20, 2007, between KAR Holdings, Inc. and each of Thomas C. O’Brien, David R. Montgomery, Donald J. Hermanek, Scott P. Pettit, John Kett, John Nordin and Sidney Kerley
10.11*†	Form of Amendment to Conversion Stock Option Agreement, dated October 30, 2007, between KAR Holdings, Inc. and each of Thomas C. O’Brien, David R. Montgomery, Donald J. Hermanek and Scott P. Pettit
10.12*†	Form of Rollover Stock Option Agreement, dated April 20, 2007, between KAR Holdings, Inc. and certain executive officers and employees of IAAI
10.13***†	Form of Conversion Agreement, dated April 20, 2007, between KAR Holdings, Inc. and certain executive officers and employees of IAAI
10.14***†	Stock Incentive Plan of KAR Holdings, Inc.
10.15*†	Form of Nonqualified Stock Option Agreement of KAR Holdings, Inc. pursuant to the Stock Incentive Plan
10.16*†	Employment Agreement, dated July 13, 2007, between KAR Holdings, Inc. and John Nordin
10.17*†	Amendment to Employment Agreement, dated August 14, 2007, between KAR Holdings, Inc. and John Nordin
10.18*	Financial Advisory Agreement, dated April 20, 2007, between KAR Holdings, Inc. and Goldman, Sachs & Co.
10.19*	Financial Advisory Agreement, dated April 20, 2007, between KAR Holdings, Inc. and ValueAct Capital Master Fund, L.P.
10.20*	Financial Advisory Agreement, dated April 20, 2007, between KAR Holdings, Inc. and PCap, L.P.
10.21*†	2007 Incentive Plan Executive Management of Insurance Auto Auctions, Inc.
10.22*†	Amended and Restated Employment Agreement, dated April 2, 2001, between Thomas C. O’Brien and Insurance Auto Auctions, Inc.
10.23****,**	Second Amended and Restated Limited Liability Company Agreement of KAR Holdings II, LLC, dated April 20, 2007
10.24***	Amended and Restated Limited Liability Company Agreement of Axle Holdings II, LLC, dated May 25, 2005
10.25*	Amendment to the Amended and Restated Limited Liability Company Agreement of Axle Holdings II, LLC, dated November 2, 2006

II-23

10.26*	First Amendment to the Amended and Restated Limited Liability Company Agreement of Axle Holdings II, LLC, dated April 20, 2007.
10.27*†	2007 Annual Incentive Program for KAR Holdings, Inc.
10.28*	Tax Sharing Agreement between ALLETE, Inc. and ADESA, Inc., dated June 4, 2004
10.29*^†	KAR Holdings, Inc. Annual Incentive Program
10.30*^†	Amendment to Thomas C. O’Brien Amended and Restated Employment Agreement, dated December 1, 2008, between Thomas C. O’Brien and Insurance Auto Auctions, Inc.
10.31*^†	Form of Amendment to Conversion Stock Option Agreements, dated February 19, 2009, between KAR Holdings, Inc. and each of Thomas C. O’Brien, David R. Montgomery, Donald J. Hermanek and Scott P. Pettit
10.32*,**	Amended and Restated Purchase and Sale Agreement, dated May 31, 2002, between AFC Funding Corporation and Automotive Finance Corporation
10.33*	Amendment No. 1 to Amended and Restated Purchase and Sale Agreement, dated June 15, 2004, between AFC Funding Corporation and Automotive Finance Corporation
10.34*	Amendment No. 2 to Amended and Restated Purchase and Sale Agreement, dated January 18, 2007, between AFC Funding Corporation and Automotive Finance Corporation
10.35*,**	Amendment No. 3 to Amended and Restated Purchase and Sale Agreement, dated April 20, 2007, between AFC Funding Corporation and Automotive Finance Corporation
10.36***,**	Third Amended and Restated Receivables Purchase Agreement, dated April 20, 2007, among AFC Funding Corporation, Automotive Finance Corporation, Fairway Finance Company, LLC, Monterey Funding LLC, Deutsche Bank AG, New York Branch and BMO Capital Markets Corp.
10.37***†	2008 Annual Incentive Program for KAR Holdings, Inc.
10.38***†	2008 Incentive Plan Corporate Management of Insurance Auto Auctions, Inc.
10.39***,†	Severance, Release and Waiver Agreement, dated September 12, 2008, between Curtis Phillips and Automotive Finance Corporation.
10.40*^^^^	First Amendment to Credit Agreement, dated as of June 10, 2009, between KAR Holdings, Inc., as borrower, and the lenders and other parties signatory thereto
10.41*^^	Ground Lease, dated as of September 4, 2008, by and between ADESA San Diego, LLC and First Industrial L.P. (East 39 Acres at Otay Mesa, California)
10.42*^^	Ground Lease, dated as of September 4, 2008, by and between ADESA San Diego, LLC and First Industrial L.P. (West 39 Acres at Otay Mesa, California)
10.43*^^	Ground Lease, dated as of September 4, 2008, by and between ADESA California, LLC and ADESA San Diego, LLC and First Industrial Pennsylvania, L.P. (Sacramento, California)
10.44*^^	Ground Lease, dated as of September 4, 2008, by and between ADESA California, LLC and First Industrial Pennsylvania, L.P. (Tracy, California)
10.45*^^	Ground Lease, dated as of September 4, 2008, by and between ADESA Washington, LLC and First Industrial, L.P. (Auburn, Washington)
10.46*^^	Ground Lease, dated as of September 4, 2008, by and between ADESA Texas, Inc. and First Industrial, L.P. (Houston, Texas)
10.47*^^	Ground Lease, dated as of September 4, 2008, by and between ADESA California, LLC and First Industrial, L.P. (Mira Loma, California)

II-24

10.48*^^	Ground Lease, dated as of September 4, 2008, by and between ADESA Florida, LLC and First Industrial Financing Partnership, L.P. (Bradenton, Florida)
10.49*^^	Guaranty of Lease, dated as of September 4, 2008, by and between KAR Holdings, Inc. and First Industrial L.P. (East 39 Acres at Otay Mesa, California)
10.50*^^	Guaranty of Lease, dated as of September 4, 2008, by and between KAR Holdings, Inc. and First Industrial L.P. (West 39 Acres at Otay Mesa, California)
10.51*^^	Guaranty of Lease, dated as of September 4, 2008, by and between KAR Holdings, Inc. and First Industrial Pennsylvania, L.P. (Sacramento, California)
10.52*^^	Guaranty of Lease, dated as of September 4, 2008, by and between KAR Holdings, Inc. and First Industrial Pennsylvania, L.P. (Tracy, California)
10.53*^^	Guaranty of Lease, dated as of September 4, 2008, by and between KAR Holdings, Inc. and First Industrial, L.P. (Auburn, Washington)
10.54*^^	Guaranty of Lease, dated as of September 4, 2008, by and between KAR Holdings, Inc. and First Industrial, L.P. (Houston, Texas)
10.55*^^	Guaranty of Lease, dated as of September 4, 2008, by and between KAR Holdings, Inc. and First Industrial, L.P. (Mira Loma, California)
10.56*^^	Guaranty of Lease, dated as of September 4, 2008, by and between KAR Holdings, Inc. and First Industrial Financing Partnership, L.P. (Bradenton, Florida)
10.57*^^	Ground Sublease, dated as of October 3, 2008, by and between ADESA Atlanta, LLC and First Industrial, L.P. (Fairburn, Georgia)
10.58*^^	Guaranty of Lease, dated as of October 3, 2008, by and between KAR Holdings, Inc. and First Industrial, L.P. (Fairburn, Georgia)
10.59*^^, **	Amendment No. 3 to the Third Amended and Restated Receivables Purchase Agreement, dated as of January 30, 2009, by and among Automotive Finance Corporation, AFC Funding Corporation, Fairway Finance Company, LLC, Monterey Funding LLC, Deutsche Bank AG, New York Branch and BMO Capital Markets Corp.
12.1***	Statement of Computation of Ratio of Earnings to Fixed Charges
21.1*^^	Subsidiaries of KAR Holdings, Inc.
23.1***	Consent of KPMG LLP, Independent Registered Public Accounting Firm
24.1***	Power of Attorney
25.1***	Statement of Wells Fargo Bank, National Association, as Trustee, under the Trust Indenture Act of 1939, as amended, regarding the Floating Rate Senior Notes Indenture
25.2***	Statement of Wells Fargo Bank, National Association, as Trustee, under the Trust Indenture Act of 1939, as amended, regarding the Fixed Rate Senior Notes Indenture
25.3***	Statement of Wells Fargo Bank, National Association, as Trustee, under the Trust Indenture Act of 1939, as amended, regarding the Senior Subordinated Notes Indenture
99.1*^^^	Purchase and Sale Agreement, dated as of September 4, 2008, by and among KAR Holdings, Inc., ADESA California, LLC, ADESA San Diego, LLC, ADESA Texas, Inc., ADESA Florida, LLC, ADESA Washington, LLC and First Industrial Acquisitions, Inc.
99.2*^^^	Purchase and Sale Agreement, dated as of September 4, 2008, by and between ADESA Atlanta, LLC and First Industrial Acquisitions, Inc.

II-25

* Incorporated by reference to the exhibit of the same number in our Registration Statement on Form S-4 and S-4/A filed with the Securities and Exchange Commission on January 25, 2008 and February 11, 2008, respectively.

** Portions of this exhibit have been redacted and are subject to a request for confidential treatment filed separately with the Secretary of the Securities and Exchange Commission pursuant to Rule 406 under the Securities Act of 1933, as amended.

*** Previously filed.

**** Filed herewith.

† Denotes management contract or compensation plan, contract or arrangement.

*^ Incorporated by reference to exhibits 10.29, 10.31 and 10.10, respectively, in our Annual Report on Form 10-K for the fiscal year ended December 31, 2008, filed with the Securities and Exchange Commission on March 11, 2009.

*^^ Incorporated by reference to the exhibit of the same number in our Annual Report on Form 10-K for the fiscal year ended December 31, 2008, filed with the Securities and Exchange Commission on March 11, 2009.

*^^^ Incorporated by reference to exhibits 10.1 and 10.2, respectively, on our Form 8-K, filed with the Securities and Exchange Commission on September 9, 2008.

*^^^^ Incorporated by reference to exhibit 10.1 on our Form 8-K, filed with the Securities and Exchange Commission on June 11, 2009.

b) Financial Statement Schedules—all schedules have been omitted because the matter or conditions are not present or the information required to be set forth therein is included in the Consolidated Financial Statements and related Notes thereto.

Item 17. Undertakings.

The undersigned registrant hereby undertakes:

1. To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

2. That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

3. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

II-26

4. That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

5. That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

6. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

II-27

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Carmel, State of Indiana, on July 2, 2009.

KAR HOLDINGS, INC.
By:	/S/    ERIC M. LOUGHMILLER
Name:	Eric M. Loughmiller
Title:	Executive Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Brian T. Clingen	Chairman and Chief Executive Officer (Principal Executive Officer)	July 2, 2009
/S/    ERIC M. LOUGHMILLER         Eric M. Loughmiller	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	July 2, 2009
* David J. Ament	Director	July 2, 2009
* Thomas J. Carella	Director	July 2, 2009
* James P. Hallett	Director	July 2, 2009
* Peter H. Kamin	Director	July 2, 2009
* Sanjeev Mehra	Director	July 2, 2009
* Church M. Moore	Director	July 2, 2009
* Thomas C. O’Brien	Director	July 2, 2009
* Gregory P. Spivy	Director	July 2, 2009
* David I. Wahrhaftig	Director	July 2, 2009

* (Eric M. Loughmiller as attorney-in-fact)

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Carmel, State of Indiana, on July 2, 2009.

ADESA, INC. A.D.E. OF ARK-LA-TEX, INC. ADESA TEXAS, INC. SIOUX FALLS AUTO AUCTION, INC. TRI-STATE AUCTION CO., INC. ZABEL & ASSOCIATES, INC.
By:	/S/    ERIC M. LOUGHMILLER
Name:	Eric M. Loughmiller
Title:	Executive Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* James P. Hallett	President, Chief Executive Officer (Principal Executive Officer) and Director	July 2, 2009
/S/    ERIC M. LOUGHMILLER         Eric M. Loughmiller	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	July 2, 2009
* Scott A. Anderson	Vice President and Controller	July 2, 2009
* Paul J. Lips	Director	July 2, 2009

* (Eric M. Loughmiller as attorney-in-fact)

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Carmel, State of Indiana, on July 2, 2009.

ADESA CORPORATION, LLC A.D.E. OF KNOXVILLE, LLC ADESA ARK-LA-TEX, LLC ADESA ARKANSAS, LLC ADESA ATLANTA, LLC ADESA BIRMINGHAM, LLC ADESA CALIFORNIA, LLC ADESA CHARLOTTE, LLC ADESA COLORADO, LLC ADESA DES MOINES, LLC ADESA FLORIDA, LLC ADESA INDIANAPOLIS, LLC ADESA LANSING, LLC ADESA LEXINGTON, LLC ADESA MEXICO, LLC ADESA MISSOURI, LLC ADESA NEW JERSEY, LLC ADESA NEW YORK, LLC ADESA OHIO, LLC ADESA OKLAHOMA, LLC ADESA PENNSYLVANIA, LLC ADESA PHOENIX, LLC ADESA SAN DIEGO, LLC ADESA SOUTH FLORIDA, LLC ADESA SOUTHERN INDIANA, LLC ADESA VIRGINIA, LLC ADESA WASHINGTON, LLC ADESA WISCONSIN, LLC AUTO DEALERS EXCHANGE OF CONCORD, LLC AUTO DEALERS EXCHANGE OF MEMPHIS, LLC DENT DEMON, LLC
By:	/S/    ERIC M. LOUGHMILLER
Name:	Eric M. Loughmiller
Title:	Executive Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* James P. Hallett	President, Chief Executive Officer (Principal Executive Officer) and Manager	July 2, 2009
/S/    ERIC M. LOUGHMILLER         Eric M. Loughmiller	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	July 2, 2009
* Scott A. Anderson	Vice President and Controller	July 2, 2009
* Paul J. Lips	Manager	July 2, 2009

* (Eric M. Loughmiller as attorney-in-fact)

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Carmel, State of Indiana, on July 2, 2009.

AUTOVIN, INC.
By:	/s/    ERIC M. LOUGHMILLER
Name:	Eric M. Loughmiller
Title:	Executive Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Dennis Jones	President (Principal Executive Officer)	July 2, 2009
/S/    ERIC M. LOUGHMILLER         Eric M. Loughmiller	Executive Vice President and     Chief Financial Officer (Principal Financial Officer)	July 2, 2009
* Scott A. Anderson	Vice President and Controller	July 2, 2009
* James P. Hallett	Director	July 2, 2009
* Paul J. Lips	Director	July 2, 2009

* (Eric M. Loughmiller as attorney-in-fact)

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Carmel, State of Indiana, on July 2, 2009.

PAR, INC.
By:	/s/    ERIC M. LOUGHMILLER
Name:	Eric M. Loughmiller
Title:	Executive Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Jerry Kroshus	President (Principal Executive Officer)	July 2, 2009
/S/    ERIC M. LOUGHMILLER         Eric M. Loughmiller	Executive Vice President and     Chief Financial Officer (Principal Financial Officer)	July 2, 2009
* Scott A. Anderson	Vice President and Controller	July 2, 2009
* James P. Hallett	Director	July 2, 2009
* Paul J. Lips	Director	July 2, 2009

* (Eric M. Loughmiller as attorney-in-fact)

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Carmel, State of Indiana, on July 2, 2009.

ADESA DEALER SERVICES, LLC
By:	/s/    ERIC M. LOUGHMILLER
Name:	Eric M. Loughmiller
Title:	Executive Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Donald S. Gottwald	President and Chief Executive Officer (Principal Executive Officer)	July 2, 2009
/S/    ERIC M. LOUGHMILLER         Eric M. Loughmiller	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	July 2, 2009
* James E. Money, II	Vice President of Finance and Treasurer (Controller)	July 2, 2009
/S/    ERIC M. LOUGHMILLER         ADESA, Inc.	Member	July 2, 2009

By:	Eric M. Loughmiller
	Executive Vice President   and Chief Financial Officer

* (Eric M. Loughmiller as attorney-in-fact)

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Carmel, State of Indiana, on July 2, 2009.

ADESA IMPACT TEXAS, LLC
By:	*
Name:	John W. Kett
Title:	Senior Vice President, Chief Financial Officer and Manager

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Thomas C. O’Brien	President (Principal Executive Officer) and Manager	July 2, 2009
* John W. Kett	Senior Vice President, Chief Financial Officer (Principal Financial and Accounting Officer) and Manager	July 2, 2009
* Patrick Walsh	Manager	July 2, 2009
* Sidney L. Kerley	Manager	July 2, 2009

*By:	/S/ ERIC M. LOUGHMILLER
	Eric M. Loughmiller Attorney-in-fact

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Carmel, State of Indiana, on July 2, 2009.

AFC CAL, LLC
By:	/s/    ERIC M. LOUGHMILLER
Name:	Eric M. Loughmiller
Title:	Executive Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Donald S. Gottwald	President, Chief Executive Officer (Principal Executive Officer) and Member	July 2, 2009
/s/    ERIC M. LOUGHMILLER         Eric M. Loughmiller	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	July 2, 2009
* James E. Money, II	Vice President and Treasurer (Controller) and Member	July 2, 2009
* ADESA Dealer Services, LLC	Member	July 2, 2009

By:	Eric M. Loughmiller
	Executive Vice President and Chief Financial Officer

* (Eric M. Loughmiller as attorney-in-fact)

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Carmel, State of Indiana, on July 2, 2009.

AUTOMOTIVE FINANCE CONSUMER DIVISION, LLC
By:	/s/    ERIC M. LOUGHMILLER
Name:	Eric M. Loughmiller
Title:	Executive Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Margot E.M. Hanulak	President (Principal Executive Officer)	July 2, 2009
/S/    ERIC M. LOUGHMILLER         Eric M. Loughmiller	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	July 2, 2009
/S/    ERIC M. LOUGHMILLER         ADESA Dealer Services, LLC	Member	July 2, 2009

By:   Eric M. Loughmiller   Executive Vice President   and Chief Financial Officer

* (Eric M. Loughmiller as attorney-in-fact)

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Carmel, State of Indiana, on July 2, 2009.

AUTOMOTIVE FINANCE CORPORATION
By:	/s/    ERIC M. LOUGHMILLER
Name:	Eric M. Loughmiller
Title:	Executive Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Donald S. Gottwald	President, Chief Executive Officer (Principal Executive Officer) and Director	July 2, 2009
/s/    ERIC M. LOUGHMILLER         Eric M. Loughmiller	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	July 2, 2009
* James E. Money, II	Vice President of Finance and Treasurer (Controller)	July 2, 2009
* Brian T. Clingen	Director	July 2, 2009
* James P. Hallett	Director	July 2, 2009

* (Eric M. Loughmiller as attorney-in-fact)

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Carmel, State of Indiana, on July 2, 2009.

AUTOMOTIVE RECOVERY SERVICES, INC.
By:	*
Name:	John W. Kett
Title:	Senior Vice President, Chief Financial Officer and Director

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Thomas C. O’Brien	President (Principal Executive Officer) and Director	July 2, 2009
* John W. Kett	Senior Vice President, Chief Financial Officer (Principal Financial and Accounting Officer) and Director	July 2, 2009

* By:	/s/    ERIC M. LOUGHMILLER
	Eric M. Loughmiller Attorney-in-fact

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Carmel, State of Indiana, on July 2, 2009.

INSURANCE AUTO AUCTIONS, INC.
By:	*
Name:	John W. Kett
Title:	Senior Vice President, Chief Financial Officer and Director

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Thomas C. O’Brien	President, Chief Executive Officer (Principal Executive Officer) and Director	July 2, 2009
* John W. Kett	Senior Vice President, Chief Financial Officer (Principal Financial and Accounting Officer) and Director	July 2, 2009
* Sidney L. Kerley	Director	July 2, 2009

* By:	/s/    ERIC M. LOUGHMILLER
	Eric M. Loughmiller Attorney-in-fact

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Carmel, State of Indiana, on July 2, 2009.

INSURANCE AUTO AUCTIONS CORP. IAA ACQUISITION CORP. IAA SERVICES, INC
By:	*
Name:	John W. Kett
Title:	Vice President, Chief Financial Officer and Director

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Thomas C. O’Brien	President (Principal Executive Officer) and Director	July 2, 2009
* John W. Kett	Vice President, Chief Financial Officer (Principal Financial and Accounting Officer) and Director	July 2, 2009
* Sidney L. Kerley	Director	July 2, 2009

* By:	/s/    ERIC M. LOUGHMILLER
	Eric M. Loughmiller Attorney-in-fact

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Carmel, State of Indiana, on July 2, 2009.

AUTO DISPOSAL SYSTEMS, INC.
AUTO DISPOSAL OF BOWLING GREEN, INC.
AUTO DISPOSAL OF CHATTANOOGA, INC.
AUTO DISPOSAL OF MEMPHIS, INC.
AUTO DISPOSAL OF NASHVILLE, INC.
AUTO DISPOSAL OF PADUCAH, INC.
SALVAGE DISPOSAL COMPANY OF GEORGIA
By:	*
Name:	John W. Kett
Title:	Vice President and Director

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Thomas C. O’Brien	President (Principal Executive Officer) and Director	July 2, 2009
* John W. Kett	Vice President (Principal Financial and Accounting Officer) and Director	July 2, 2009
* Sidney L. Kerley	Director	July 2, 2009

* By:	/s/    ERIC M. LOUGHMILLER
	Eric M. Loughmiller Attorney-in-fact

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Carmel, State of Indiana, on July 2, 2009.

ADS ASHLAND, LLC ADS PRIORITY TRANSPORT LTD.
By:	*
Name:	John W. Kett
Title:	Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Thomas C. O’Brien	President (Principal Executive Officer) and Member	July 2, 2009
* John W. Kett	Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	July 2, 2009

* By:	/s/    ERIC M. LOUGHMILLER
	Eric M. Loughmiller Attorney-in-fact

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Carmel, State of Indiana, on July 2, 2009.

ASSET HOLDINGS III, L.P.
By:	ADESA, Inc., its General Partner
By:	/S/    ERIC M. LOUGHMILLER
Name:	Eric M. Loughmiller
Title:	Executive Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* James P. Hallett	President, Chief Executive Officer (Principal Executive Officer) and Director of General Partner	July 2, 2009
/S/    ERIC M. LOUGHMILLER         Eric M. Loughmiller	Executive Vice President and Chief Financial Officer (Principal Financial Officer) of General Partner	July 2, 2009
* Scott A. Anderson	Vice President and Controller of General Partner	July 2, 2009
* Paul J. Lips	Director of General Partner	July 2, 2009

* (Eric M. Loughmiller as attorney-in-fact)

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Carmel, State of Indiana, on July 2, 2009.

AXLE HOLDINGS, INC.
By:	/S/    ERIC M. LOUGHMILLER
Name:	Eric M. Loughmiller
Title:	Senior Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Thomas C. O’Brien	President, Chief Executive Officer (Principal Executive Officer) and Director	July 2, 2009
/S/    ERIC M. LOUGHMILLER         Eric M. Loughmiller	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	July 2, 2009
* David J. Ament	Director	July 2, 2009
* Brian T. Clingen	Director	July 2, 2009
* Church M. Moore	Director	July 2, 2009
* David I. Wahrhaftig	Director	July 2, 2009

* (Eric M. Loughmiller as attorney-in-fact)

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Carmel, State of Indiana, on July 2, 2009.

ADESA MINNESOTA, LLC
By:	/s/    ERIC M. LOUGHMILLER
Name:	Eric M. Loughmiller
Title:	Executive Vice President and
	Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* James P. Hallett	President, Chief Executive Officer (Principal Executive Officer) and Chief Manager	July 2, 2009
/S/    ERIC M. LOUGHMILLER         Eric M. Loughmiller	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	July 2, 2009
* Scott A. Anderson	Vice President and Controller	July 2, 2009
* Paul J. Lips	Executive Vice President and Manager	July 2, 2009

* (Eric M. Loughmiller as attorney-in-fact)

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Carmel, State of Indiana, on July 2, 2009.

ADESA MISSOURI REDEVELOPMENT CORPORATION
By:	/S/    ERIC M. LOUGHMILLER
Name:	Eric M. Loughmiller
Title:	Executive Vice President and
	Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* James P. Hallett	President, Chief Executive Officer (Principal Executive Officer) and Director	July 2, 2009
/S/    ERIC M. LOUGHMILLER         Eric M. Loughmiller	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	July 2, 2009
* Scott A. Anderson	Vice President and Controller	July 2, 2009
* Paul J. Lips	Executive Vice President and Director	July 2, 2009
* Spencer Thomson	Director	July 2, 2009

* (Eric M. Loughmiller as attorney-in-fact)

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Carmel, State of Indiana, on July 2, 2009.

CARBUYCO, LLC
By:	/S/    ERIC M. LOUGHMILLER
Name:	Eric M. Loughmiller
Title:	Executive Vice President and
	Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Donald L. Harris	President (Principal Executive Officer)	July 2, 2009
/S/    ERIC M. LOUGHMILLER         Eric M. Loughmiller	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	July 2, 2009
* Scott A. Anderson	Vice President and Controller	July 2, 2009
* James P. Hallett	Manager	July 2, 2009
* Paul J. Lips	Executive Vice President and Manager	July 2, 2009

* (Eric M. Loughmiller as attorney-in-fact)

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Carmel, State of Indiana, on July 2, 2009.

LIVEBLOCK AUCTIONS INTERNATIONAL, INC.
By:	/S/    ERIC M. LOUGHMILLER
Name:	Eric M. Loughmiller
Title:	Executive Vice President and
	Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* John R. Nordin	President (Principal Executive Officer) and Director	July 2, 2009
/S/    ERIC M. LOUGHMILLER         Eric M. Loughmiller	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	July 2, 2009
* Scott A. Anderson	Vice President and Controller	July 2, 2009
* James P. Hallett	Director	July 2, 2009

* (Eric M. Loughmiller as attorney-in-fact)

EX-10.2

Exhibit 10.2

Portions of this Exhibit 10.2 have been omitted based upon a request for confidential treatment. This Exhibit 10.2, including the non-public information, has been filed separately with the Securities and Exchange Commission. “[*]” designates portions of this document that have been redacted pursuant to the request for confidential treatment filed with the Securities and Exchange Commission.

$1,865,000,000

CREDIT AGREEMENT

KAR HOLDINGS II, LLC

Holdings

KAR HOLDINGS, INC.

Borrower

the Lenders party hereto

BEAR STEARNS CORPORATE LENDING INC.

Administrative Agent

UBS SECURITIES LLC

Syndication Agent

GOLDMAN SACHS CREDIT PARTNERS L.P.

DEUTSCHE BANK SECURITIES INC.

Co-Documentation Agents

BEAR, STEARNS & CO. INC.

UBS SECURITIES LLC

GOLDMAN SACHS CREDIT PARTNERS L.P.

Joint Bookrunners

Dated as of April 20, 2007

BEAR, STEARNS & CO. INC. and UBS SECURITIES LLC

Joint Lead Arrangers

TABLE OF CONTENTS

			Page
SECTION 1. DEFINITIONS			1
	1.1.	Defined Terms	1
	1.2.	Other Definitional Provisions	32
SECTION 2. AMOUNT AND TERMS OF TERM COMMITMENTS			33
	2.1.	Term Commitments	33
	2.2.	Procedure for the Initial Term Loan Borrowing	33
	2.3.	Repayment of Initial Term Loans	33
	2.4.	Increase in Term Commitments	34
SECTION 3. AMOUNT AND TERMS OF REVOLVING COMMITMENTS			35
	3.1.	Revolving Commitments	35
	3.2.	Procedure for Revolving Loan Borrowing	35
	3.3.	Swingline Commitment	35
	3.4.	Procedure for Swingline Borrowing; Refunding of Swingline Loans	36
	3.5.	Commitment Fees, etc.	37
	3.6.	Termination or Reduction of Revolving Commitments	37
	3.7.	Letter of Credit Subcommitment	37
	3.8.	Procedure for Issuance of Letter of Credit	38
	3.9.	Fees and Other Charges	39
	3.10.	L/C Participations	39
	3.11.	Reimbursement Obligation of the Borrower	40
	3.12.	Obligations Absolute	40
	3.13.	Letter of Credit Payments	40
	3.14.	Applications	40
SECTION 4. GENERAL PROVISIONS APPLICABLE TO LOANS AND LETTERS OF CREDIT			41
	4.1.	Optional Prepayments	41
	4.2.	Mandatory Prepayments	41
	4.3.	Conversion and Continuation Options	42
	4.4.	Limitations on Eurodollar Tranches	43
	4.5.	Interest Rates and Payment Dates	43
	4.6.	Computation of Interest and Fees	43
	4.7.	Inability to Determine Interest Rate	44
	4.8.	Pro Rata Treatment and Payments	44
	4.9.	Requirements of Law	45
	4.10.	Taxes	46
	4.11.	Indemnity	49
	4.12.	Change of Lending Office	49
	4.13.	Replacement of Lenders	49
	4.14.	Evidence of Debt	50
	4.15.	Illegality	50

i

SECTION 5. REPRESENTATIONS AND WARRANTIES			51
	5.1.	Financial Condition	51
	5.2.	No Change	51
	5.3.	Corporate Existence; Compliance with Law	52
	5.4.	Power; Authorization; Enforceable Obligations	52
	5.5.	No Legal Bar	52
	5.6.	Litigation	53
	5.7.	No Default	53
	5.8.	Ownership of Property; Liens	53
	5.9.	Intellectual Property	53
	5.10.	Taxes	53
	5.11.	Federal Regulations	53
	5.12.	Labor Matters	53
	5.13.	ERISA	54
	5.14.	Investment Company Act; Other Regulations	54
	5.15.	Subsidiaries	54
	5.16.	Use of Proceeds	54
	5.17.	Environmental Matters	54
	5.18.	Accuracy of Information, etc.	55
	5.19.	Security Documents	56
	5.20.	Solvency	57
	5.21.	Regulation H	57
	5.22.	Certain Documents	57
	5.23.	Anti Terrorism Laws	57
SECTION 6. CONDITIONS PRECEDENT			58
	6.1.	Conditions to Initial Extension of Credit	58
	6.2.	Conditions to Each Extension of Credit	60
SECTION 7. AFFIRMATIVE COVENANTS			61
	7.1.	Financial Statements	61
	7.2.	Certificates; Other Information	62
	7.3.	Payment of Obligations	63
	7.4.	Maintenance of Existence; Compliance	63
	7.5.	Maintenance of Property; Insurance	63
	7.6.	Inspection of Property; Books and Records; Discussions	64
	7.7.	Notices	64
	7.8.	Environmental Laws	64
	7.9.	Interest Rate Protection	65
	7.10.	Additional Collateral, etc.	65
	7.11.	Use of Proceeds	66
	7.12.	Further Assurances	66
	7.13.	Post-Closing Items	67
SECTION 8. NEGATIVE COVENANTS			67
	8.1.	Financial Condition Covenants.	67
	8.2.	Indebtedness	68

ii

	8.3.	Liens	71
	8.4.	Fundamental Changes	72
	8.5.	Disposition of Property	73
	8.6.	Restricted Payments	74
	8.7.	Capital Expenditures	75
	8.8.	Investments	76
	8.9.	Optional Payments and Modifications of Certain Debt Instruments	77
	8.10.	Transactions with Affiliates	78
	8.11.	Sales and Leasebacks	79
	8.12.	Hedge Agreements	79
	8.13.	Changes in Fiscal Periods	79
	8.14.	Negative Pledge Clauses	79
	8.15.	Clauses Restricting Subsidiary Distributions	79
	8.16.	Lines of Business	80
	8.17.	Amendments to Acquisition Documents	80
SECTION 9. EVENTS OF DEFAULT			81
SECTION 10. THE AGENTS			84
	10.1.	Appointment	84
	10.2.	Delegation of Duties	85
	10.3.	Exculpatory Provisions	85
	10.4.	Reliance by Agents	85
	10.5.	Notice of Default	85
	10.6.	Non-Reliance on Agents and Other Lenders	86
	10.7.	Indemnification	86
	10.8.	Agent in Its Individual Capacity	86
	10.9.	Successor Administrative Agent	86
	10.10.	Agents Generally	87
	10.11.	Agents Other than the Administrative Agent	87
	10.12.	Withholding Tax	87
SECTION 11. MISCELLANEOUS			87
	11.1.	Amendments and Waivers	87
	11.2.	Notices	89
	11.3.	No Waiver; Cumulative Remedies	91
	11.4.	Survival of Representations and Warranties	91
	11.5.	Payment of Expenses and Taxes; Indemnity	91
	11.6.	Successors and Assigns; Participations and Assignments	92
	11.7.	Adjustments; Set-off	95
	11.8.	Counterparts	95
	11.9.	Severability	95
	11.10.	Integration	96
	11.11.	GOVERNING LAW	96
	11.12.	Submission To Jurisdiction; Waivers	96
	11.13.	Acknowledgments	96
	11.14.	Releases of Guarantees and Liens	97
	11.15.	Confidentiality	97

iii

11.16.	WAIVERS OF JURY TRIAL	98
11.17.	Delivery of Addenda	98
11.18.	USA PATRIOT Act	98
11.19.	Certain Undertakings with Respect to Securitization Subsidiaries	98

iv

ANNEX:
A	Pricing Grids
SCHEDULES:
1.1	Mortgaged Property
1.2	Excluded Real Property
5.4	Consents, Authorizations, Filings and Notices
5.6	Litigation
5.15	Subsidiaries
5.17	Environmental Matters
7.13	Post-Closing Items
8.2(d)	Existing Indebtedness
8.3(i)	Existing Liens
8.8(e)	Existing Investments
EXHIBITS:
A	Form of Guarantee and Collateral Agreement
B	Form of Compliance Certificate
C	Form of Closing Certificate of the Guarantors
D	Form of Mortgage
E	Form of Assignment and Assumption
F-1	Form of Legal Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
F-2	Form of Legal Opinion of Becca Polak, Associate General Counsel of ADESA
F-3	Form of Legal Opinion of Sidney Kerley, Corporate Counsel of IAAI
F-4	Form of Legal Opinion of Osler, Hoskin & Harcourt LLP
F-5	Form of Legal Opinion of Blackwell Sanders Peper Martin LLP
F-6	Form of Legal Opinion of Herold and Haines, P.A.
F-7	Form of Legal Opinion of Ice Miller LLP
G	Form of Exemption Certificate
H-1	Form of Term Note
H-2	Form of Revolving Note
H-3	Form of Swingline Note
I	Form of Addendum
J	Form of Solvency Certificate
K	Form of Closing Certificate of the Borrower

v

THIS CREDIT AGREEMENT, dated as of April 20, 2007, among KAR HOLDINGS II, LLC, a Delaware limited liability company (“Holdings”), KAR HOLDINGS, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), BEAR, STEARNS & CO. INC. and UBS SECURITIES LLC, as joint lead arrangers (in such capacity, each a “Lead Arranger,” and collectively, the “Lead Arrangers”), UBS SECURITIES LLC, as syndication agent (in such capacity, the “Syndication Agent”), GOLDMAN SACHS CREDIT PARTNERS L.P. and DEUTSCHE BANK SECURITIES INC., as co-documentation agents (in such capacity, each a “Co-Documentation Agent,” and collectively, the “Co-Documentation Agents”), BEAR, STEARNS & CO. INC., UBS SECURITIES LLC and GOLDMAN SACHS CREDIT PARTNERS L.P., as Joint Bookrunners (in such capacity, each a “Joint Bookrunner,” and collectively, the “Joint Bookrunners”) and BEAR STEARNS CORPORATE LENDING INC., as administrative agent (in such capacity, the “Administrative Agent”).

Recitals

WHEREAS, Holdings and Borrower have entered into a certain Agreement and Plan of Merger, dated as of December 22, 2006 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Holdings, Borrower, KAR Acquisition, Inc., a Delaware corporation (“AcquisitionCo”) and ADESA, Inc., a Delaware corporation (“ADESA”), pursuant to which ADESA will be acquired by Borrower and Holdings by a merger of AcquisitionCo with and into ADESA, with ADESA continuing as the surviving corporation succeeding to all rights and obligations of AcquisitionCo by operation of law (the “Merger”);

WHEREAS, prior to the Merger, in exchange for the issuance and sale of common stock of Holdings, all of the outstanding Capital Stock of Axle Holdings, Inc., a Delaware corporation which is the sole shareholder of IAAI will be transferred to Holdings by the holders thereof and Holdings will receive additional equity of $790,000,000 in cash or as “rollover equity” in shares of stock of ADESA that otherwise would be entitled to receive merger consideration in the Merger and all such Capital Stock, cash and roll-over equity will be transferred by Holdings to the Borrower as a contribution to the Borrower’s common equity capital (collectively, the “Equity Contribution”); and

WHEREAS, Lenders have agreed to extend certain credit facilities to Borrower, in an aggregate amount not to exceed $1,865,000,000, consisting of $1,565,000,000 aggregate principal amount of the Initial Term Loans and up to $300,000,000 aggregate principal amount of Revolving Loans, the proceeds of which will be used to finance a portion of the merger consideration for the Merger, pay Transaction Costs, refinance the Existing Indebtedness and for ongoing working capital needs and general corporate purposes of the Borrower and its Subsidiaries.

NOW, THEREFORE, in consideration of the premises and to induce the Administrative Agent and the Lenders to enter into this Agreement and to induce the Lenders to make their respective extensions of credit to the Borrower hereunder, the parties hereto hereby agree as follows:

SECTION 1. DEFINITIONS

1.1. Defined Terms. As used in this Agreement, the terms listed in this Section 1.1 shall have the respective meanings set forth in this Section 1.1.

“Acquisition”: the Merger and all related transactions contemplated by the Acquisition Documentation.

“AcquisitionCo”: as defined in the Recitals hereto.

1

“Acquisition Documentation”: collectively, the Merger Agreement and all schedules, exhibits and annexes thereto and all side letters and agreements affecting the terms thereof or entered into to effectuate the Merger.

“Addendum”: an instrument, substantially in the form of Exhibit I or otherwise satisfactory to the Administrative Agent, by which a Person becomes a party to this Agreement as a Lender.

“ADESA”: as defined in the Recitals.

“Adjustment Date”: as defined in the Pricing Grids.

“Administrative Agent”: as defined in the preamble to this Agreement.

“AFC—Canada”: Automotive Finance Canada, an Ontario corporation.

“AFC—US”: Automotive Finance Corporation, an Indiana corporation.

“Affiliate”: as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, “control” of a Person means the power, directly or indirectly, either to (a) vote 10% or more of the securities having ordinary voting power for the election of directors (or persons performing similar functions) of such Person or (b) direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

“Agents”: the collective reference to the Syndication Agent, the Co-Documentation Agents, the Joint Bookrunners, the Lead Arrangers and the Administrative Agent, which term shall include, for purposes of Section 10 only, the Issuing Lender.

“Aggregate Exposure”: with respect to any Lender at any time, an amount equal to (a) until the Closing Date, the aggregate amount of such Lender’s Commitments at such time, (b) thereafter, the sum of (i) the aggregate then unpaid principal amount of such Lender’s Term Loans and (ii) the amount of such Lender’s Revolving Commitment then in effect or, if the Revolving Commitments have been terminated, the amount of such Lender’s Revolving Extensions of Credit then outstanding.

“Aggregate Exposure Percentage”: with respect to any Lender at any time, the ratio (expressed as a percentage) of such Lender’s Aggregate Exposure at such time to the Aggregate Exposure of all Lenders at such time.

“Agreement”: this Credit Agreement.

2

“Applicable Margin”: prior to the first Adjustment Date, for each Type and class of Loan the rate per annum set forth below opposite the description of such Loan:

Eurodollar Initial Term Loans	2.25	%
Eurodollar Revolving Loans	2.25	%
Base Rate Initial Term Loans	1.25	%
Base Rate Revolving Loans and Swingline Loans	1.25	%

provided that on and after the first Adjustment Date, the Applicable Margin will be determined pursuant to the Pricing Grids.

“Application”: an application, in a form as the Issuing Lender may reasonably specify from time to time to request the Issuing Lender open a Letter of Credit.

“Approved Fund”: (a) a CLO and (b) with respect to any Lender that is a fund which invests in commercial loans, any other fund that invests in commercial loans and is managed or advised by the same investment advisor as such Lender or by an Affiliate of such investment advisor.

“Asset Sale”: any Disposition of Property or series of related Dispositions of Property (including any issuance or sale of Capital Stock of any Subsidiary of the Borrower, but excluding any Disposition permitted by Section 8.5, other than any Dispositions permitted pursuant to clause (m) or (n) thereof) that yields gross proceeds to any Group Member (valued at the initial principal amount thereof in the case of non-cash proceeds consisting of notes or other debt securities and valued at fair market value in the case of other non-cash proceeds) in excess of $10,000,000.

“Assignee”: as defined in Section 11.6(b).

“Assignment and Assumption”: an Assignment and Assumption, substantially in the form of Exhibit E.

“Atlanta IRB Transaction”: the transactions entered into by ADESA Atlanta, LLC with the Development Authority of Fulton County, Georgia in connection with a wholesale automobile auction facility located in Fulton, Georgia on or about December 1, 2002.

“Available Retained ECF”: at any time, for the purpose of determining the amount (if any) available for Restricted Payments under Section 8.6(e), for Capital Expenditures under clause (iii) of Section 8.7, or for Investments under Section 8.8(q), the difference (if a positive number) between (a) the cumulative amount, for all then-completed fiscal years in which Excess Cash Flow was a positive number commencing with the fiscal year ending on or about December 31, 2008, of the portion of such Excess Cash Flow permitted to be retained by the Borrower for such fiscal years after giving effect to the payment required pursuant to Section 4.2(c) in respect of such fiscal years, minus (b) the sum of (i) the amount of Excess Cash Flow (expressed as a positive amount) for any fiscal year in which Excess Cash Flow was a negative number and (ii) all amounts previously expended for Restricted Payments under Section 8.6(e), for Capital Expenditures under clause (iii) of Section 8.7 or for Investments under Section 8.8(q).

3

“Available Revolving Commitment”: as to any Revolving Lender at any time, an amount equal to the excess, if any, of (a) such Lender’s Revolving Commitment then in effect over (b) such Lender’s Revolving Extensions of Credit then outstanding; provided that, in calculating any Lender’s Revolving Extensions of Credit for the purpose of determining such Lender’s Available Revolving Commitment pursuant to Section 3.5, the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero.

“Backstop L/C”: as defined in Section 3.7(b).

“Base Rate”: for any day, a rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on such day plus 0.50%. For purposes hereof: “Prime Rate” shall mean the rate of interest per annum publicly announced from time to time by the Bank of New York as its prime rate in effect at its principal office in New York City (the Prime Rate not being intended to be the lowest rate of interest charged by the Bank of New York in connection with extensions of credit to debtors). Any change in the Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective as of the opening of business on the effective day of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

“Base Rate Loans”: Loans the rate of interest applicable to which is based upon the Base Rate.

“Benefited Lender”: as defined in Section 11.7(a).

“Blocked Person”: as defined in Section 5.23.

“Board”: the Board of Governors of the Federal Reserve System of the United States (or any successor).

“Borrower”: as defined in the preamble to this Agreement.

“Borrowing Date”: any Business Day specified by the Borrower as a date on which the Borrower requests the relevant Lenders to make Loans hereunder.

“Business”: as defined in Section 5.17(b).

“Business Day”: a day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to close, provided, that with respect to notices and determinations in connection with, and payments of principal and interest on, Eurodollar Loans, such day is also a day for trading by and between banks in Dollar deposits in the interbank eurodollar market.

“Canadian Securitization” means a Securitization the related documentation of which is governed by the laws of a jurisdiction in Canada.

“CapEx Pull-Forward Amount”: as defined in Section 8.7(b).

“Capital Expenditures”: for any period, with respect to any Person, the aggregate of all expenditures by such Person and its Subsidiaries for the acquisition or leasing (pursuant to a capital lease) of fixed or capital assets or additions to equipment (including replacements, capitalized repairs and improvements during such period) which would, in accordance with GAAP, be set forth as capital

4

expenditures in the consolidated statement of cash flow of the Borrower, but excluding in any event any (i) Permitted Acquisitions, (ii) additions to fixed assets required by GAAP in respect of Leasehold Cost Overruns and (iii) any such expenditures made with the Net Cash Proceeds of the issuance of Capital Stock of Holdings or of any Asset Sale or Recovery Event not required to prepay the Loans in accordance with Section 4.2(b).

“Capital Lease Obligations”: as to any Person, the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP. For the purposes of this Agreement, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP.

“Capital Stock”: any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants, rights or options to purchase any of the foregoing.

“Cash Collateral”: as defined in Section 3.7(a).

“Cash Collateralize”: as defined in Section 3.7(a).

“Cash Equivalents”: (a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition; (b) certificates of deposit, time deposits, eurodollar time deposits or overnight bank deposits having maturities of six months or less from the date of acquisition issued by any Lender or by any commercial bank organized under the laws of the United States or any state thereof having combined capital and surplus of not less than $500,000,000 provided, however, that time deposits (including eurodollar time deposits), certificates of deposit (including eurodollar certificates of deposit) and bankers’ acceptances in an aggregate amount not to exceed $2,000,000 may be maintained at any commercial bank of recognized standing organized under the laws of the United States (or any State or territory thereof) that does not satisfy the capital and surplus requirements and rating requirements set forth in this clause (b); (c) commercial paper of an issuer rated at least A-2 by Standard & Poor’s Ratings Services (“S&P”) or P-2 by Moody’s Investors Service, Inc. (“Moody’s”), or carrying an equivalent rating by a nationally recognized rating agency, if both of the two named rating agencies cease publishing ratings of commercial paper issuers generally, and maturing within six months from the date of acquisition; (d) repurchase obligations of any Lender or of any commercial bank satisfying the requirements of clause (b) of this definition, having a term of not more than 30 days, with respect to securities issued or fully guaranteed or insured by the United States government; (e) securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least AA by S&P or AA by Moody’s; (f) securities with maturities of six months or less from the date of acquisition backed by standby letters of credit issued by any Lender or any commercial bank satisfying the requirements of clause (b) of this definition; or (g) shares of money market mutual or similar funds which invest exclusively in assets satisfying the requirements of clauses (a) through (f) of this definition or money market funds that (i) comply with the criteria set forth in Securities and Exchange Commission Rule 2a-7 under the Investment Company Act of 1940, as amended, (ii) are rated AAA by S&P and Aaa by Moody’s and (iii) have portfolio assets of at least $5,000,000,000.

5

“CLO”: any entity (whether a corporation, partnership, trust or otherwise) that is engaged in making, purchasing, holding or otherwise investing in bank loans and similar extensions of credit in the ordinary course of its business and is administered or managed by a Lender or an affiliate of such Lender.

“Closing Certificate of the Borrower” a certificate duly executed by a Responsible Officer on behalf of the Borrower substantially in the form of Exhibit K.

“Closing Date”: April 20, 2007.

“Co-Documentation Agent”: as defined in the preamble to this Agreement.

“Code”: the Internal Revenue Code of 1986, as amended from time to time.

“Collateral”: all property of the Loan Parties, now owned or hereafter acquired, upon which a Lien is purported to be created by any Security Document.

“Commitment”: as to any Lender, the sum of the Term Commitment and the Revolving Commitment of such Lender.

“Commitment Fee Rate”: 0.50% per annum; provided that on and after the first Adjustment Date occurring after the completion of the first full fiscal quarter of the Borrower after the Closing Date, the Commitment Fee Rate will be determined pursuant to the Pricing Grids.

“Commonly Controlled Entity”: any trade or business, whether or not incorporated, that is under common control with the Borrower within the meaning of Section 4001 of ERISA or (solely for purposes of Section 302 of ERISA and Section 412 of the Code) is part of a group that includes the Borrower and that is treated as a single employer under Section 414 of the Code.

“Company”: as defined in the Recitals hereto.

“Company Material Adverse Effect”: any effect, change, condition, occurrence, development, event, or series of events or circumstances that, individually or in the aggregate with other effects, changes, conditions, occurrences, developments, events or circumstances, has or have a material adverse effect on, or a material adverse change in, (A) the condition (financial or otherwise), properties, business or results of operations of ADESA and its Subsidiaries as conducted (as of the date of the Merger Agreement), taken as a whole; other than any effect, change, condition, occurrence, development, event or series of events or circumstances arising out of or resulting from: (i) any decrease in the market price or trading volume of ADESA’s securities or any effect resulting from any such change (provided that the underlying causes of such decrease shall be considered in determining whether there is a Company Material Adverse Effect); (ii) any change in Law, GAAP or interpretation or enforcement thereof that applies to ADESA and the Subsidiaries of ADESA, including the proposal or adoption of any new Law or GAAP; (iii) any change, occurrence, development, event, or series of events or circumstances affecting the general economic or business conditions in the United States or any other country in which ADESA and the Subsidiaries of ADESA operate, provide or sell their products and services or otherwise do business; (iv) any change, occurrence, development, event, or series of events or circumstances affecting companies operating in the industries or markets in which ADESA and its Subsidiaries operate,

6

provide or sell their products or services or otherwise do business; (v) any change, occurrence, development, event, or series of events or circumstances affecting national or international political conditions, including the engagement by the United States in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack upon the United States; (vi) any action taken by ADESA at the written request of Borrower, Holdings, AcquisitionCo, the Agents or the Sponsors; or (vii) any change, occurrence, development, event, or series of events or circumstances principally resulting from the execution of the Merger Agreement or the consummation of any of the transactions contemplated by the Merger Agreement or principally due to the public announcement of the execution of the Merger Agreement or the transactions contemplated by the Merger Agreement, including, without limitation, the loss of existing customers or employees, a reduction in business by, or revenue from, existing customers, disruption in suppliers, distributors, partners or similar relationships, and any litigation brought by stockholders of ADESA in connection with the Acquisition; provided, that clause (vii) shall not apply with respect to the matters described in Section 3.4 and Section 3.5 of the Merger Agreement (including for purposes of Section 7.2(a) of the Merger Agreement insofar as Section 3.4 and Section 3.5 of the Merger Agreement are concerned); provided, further, that, in the case of the foregoing clauses (ii), (iii), (iv) and (v) above, such changes, conditions, occurrences, developments, events or circumstances do not disproportionately affect ADESA and its Subsidiaries taken as a whole relative to the other participants in the industry or geographic market in which ADESA and its Subsidiaries conduct their respective businesses), or (B) the ability of ADESA to perform its obligations under the Merger Agreement or to consummate the Acquisition or the other transactions contemplated in the Merger Agreement. For purposes of determining whether changes, conditions, occurrences, developments, events or circumstances relating to earthquakes, hurricanes or other natural disasters constitute a Company Material Adverse Effect, insurance proceeds received in respect of such earthquakes, hurricanes or other natural disasters and repairs made to the damages caused by such earthquakes, hurricanes or other natural disasters, in each case, on or prior to the applicable date of determination, shall be taken in to account in determining whether a Company Material Adverse Effect has occurred.

“Compliance Certificate”: a certificate duly executed by a Responsible Officer on behalf of the Borrower substantially in the form of Exhibit B.

“Conduit Lender”: any special purpose entity organized and administered by any Lender for the purpose of making Loans otherwise required to be made by such Lender and designated by such Lender in a written instrument (a copy of which shall be provided by the Administrative Agent to the Borrower upon request), subject to the consent of the Administrative Agent and the Borrower (which consent shall not be unreasonably withheld); provided, that the designation by any Lender of a Conduit Lender shall not relieve the designating Lender of any of its obligations under this Agreement (including its obligation to fund a Loan) if, for any reason, its Conduit Lender fails to fund any such Loan, and the designating Lender (and not the Conduit Lender) shall have the sole right and responsibility to deliver all consents and waivers required or requested under this Agreement with respect to its Conduit Lender, and provided, further, that no Conduit Lender shall (a) be entitled to receive any greater amount pursuant to Section 4.9, 4.10, 4.11 or 11.5 than the designating Lender would have been entitled to receive in respect of the extensions of credit made by such Conduit Lender, (b) be deemed to have any Commitment or (c) be designated if such designation would otherwise increase the costs of any Facility to the Borrower.

“Confidential Information Memorandum”: the Confidential Information Memorandum dated March 2007 and furnished to the Lenders in connection with this Agreement.

7

“Consolidated Coverage Ratio”: as of any date of determination, the ratio of (a) the aggregate amount of Consolidated EBITDA for the period of four consecutive fiscal quarters ended on the most recent Test Date to (b) Consolidated Interest Expense for such four fiscal quarters; provided, that

(1) if since the beginning of such period the Borrower or any Subsidiary has Incurred any Indebtedness that remains outstanding on such date of determination or if the transaction giving rise to the need to calculate the Consolidated Coverage Ratio is an Incurrence of Indebtedness, Consolidated EBITDA and Consolidated Interest Expense for such period shall be calculated after giving effect on a pro forma basis to such Indebtedness as if such Indebtedness had been Incurred on the first day of such period (except that in making such computation, the amount of Indebtedness under any revolving credit facility outstanding on the date of such calculation shall be computed based on (A) the average daily balance of such Indebtedness during such four fiscal quarters or such shorter period for which such facility was outstanding or (B) if such facility was created after the end of such four fiscal quarters, the average daily balance of such Indebtedness during the period from the date of creation of such facility to the date of such calculation);

(2) if since the beginning of such period the Borrower or any Subsidiary has repaid, repurchased, redeemed, defeased or otherwise acquired, retired or discharged any Indebtedness that is no longer outstanding on such date of determination (each, a “Discharge”) or if the transaction giving rise to the need to calculate the Consolidated Coverage Ratio involves a Discharge of Indebtedness (in each case other than Indebtedness Incurred under any revolving credit facility unless such Indebtedness has been permanently repaid), Consolidated EBITDA and Consolidated Interest Expense for such period shall be calculated after giving effect on a pro forma basis to such Discharge of such Indebtedness, including with the proceeds of such new Indebtedness, as if such Discharge had occurred on the first day of such period;

(3) if since the beginning of such period the Borrower or any Subsidiary shall have disposed of any company, any business or any group of assets constituting an operating unit of a business (any such disposition, a “Sale”), the Consolidated EBITDA for such period shall be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the assets that are the subject of such Sale for such period or increased by an amount equal to the Consolidated EBITDA (if negative) attributable thereto for such period and Consolidated Interest Expense for such period shall be reduced by an amount equal to (A) the Consolidated Interest Expense attributable to any Indebtedness of the Borrower or any Subsidiary repaid, repurchased, redeemed, defeased or otherwise acquired, retired or discharged with respect to the Borrower and its continuing Subsidiaries in connection with such Sale for such period (including but not limited to through the assumption of such Indebtedness by another Person) plus (B) if the Capital Stock of any Subsidiary is sold, the Consolidated Interest Expense for such period attributable to the Indebtedness of such Subsidiary to the extent the Borrower and its continuing Subsidiaries are no longer liable for such Indebtedness after such Sale;

(4) if since the beginning of such period the Borrower or any Subsidiary (by merger, consolidation or otherwise) shall have made an Investment in any Person that thereby becomes a Subsidiary, or otherwise acquired any company, any business or any group of assets constituting an operating unit of a business in a Permitted Acquisition, including any such Investment or acquisition occurring in connection with a transaction causing a calculation to be made hereunder (any such Investment or acquisition, a “Purchase”), Consolidated EBITDA and Consolidated Interest Expense for such period shall be calculated after giving pro forma effect thereto (including the Incurrence of any related Indebtedness) as if such Purchase occurred on the first day of such period; and

(5) if since the beginning of such period any Person became a Subsidiary or was merged or consolidated with or into the Borrower or any Subsidiary, and since the beginning of such

8

period such Person shall have Discharged any Indebtedness or made any Sale or Purchase that would have required an adjustment pursuant to clause (2), (3) or (4) above if made by the Borrower or a Subsidiary since the beginning of such period, Consolidated EBITDA and Consolidated Interest Expense for such period shall be calculated after giving pro forma effect thereto as if such Discharge, Sale or Purchase occurred on the first day of such period.

For purposes of this definition, whenever pro forma effect is to be given to any Sale, Purchase or other transaction, or the amount of income or earnings relating thereto and the amount of Consolidated Interest Expense associated with any Indebtedness Incurred or repaid, repurchased, redeemed, defeased or otherwise acquired, retired or discharged in connection therewith, the pro forma calculations in respect thereof (including without limitation in respect of anticipated cost savings, synergies or annualized impact of buyer fee increases relating to any such Sale, Purchase or other transaction) shall be as determined in good faith by the Chief Financial Officer or a Responsible Officer of the Borrower. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest expense on such Indebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Interest Rate Agreement applicable to such Indebtedness). If any Indebtedness bears, at the option of the Borrower or a Subsidiary, a rate of interest based on a prime or similar rate, a eurocurrency interbank offered rate or other fixed or floating rate, and such Indebtedness is being given pro forma effect, the interest expense on such Indebtedness shall be calculated by applying such optional rate as the Borrower or such Subsidiary may designate. If any Indebtedness that is being given pro forma effect was Incurred under a revolving credit facility, the interest expense on such Indebtedness shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on a Capital Lease Obligation shall be deemed to accrue at an interest rate determined in good faith by a responsible financial or accounting officer of the Borrower to be the rate of interest implicit in such Capital Lease Obligation in accordance with GAAP.

“Consolidated Current Assets”: at any date, all amounts from continuing operations (other than cash and Cash Equivalents) that would, in conformity with GAAP, be set forth opposite the caption “total current assets” (or any like caption) on a consolidated balance sheet of the Borrower and its Subsidiaries at such date, excluding all Securitization Assets on the balance sheet on the last day of the fiscal year that are sold thereafter in the ordinary course of a Permitted Securitization.

“Consolidated Current Liabilities”: at any date, all amounts from continuing operations (other than any accrued interest related to Indebtedness) that would, in conformity with GAAP, be set forth opposite the caption “total current liabilities” (or any like caption) on a consolidated balance sheet of the Borrower and its Subsidiaries at such date, but excluding (a) the current portion of any Funded Debt of the Borrower and its Subsidiaries and (b) without duplication of clause (a) above, all Indebtedness consisting of Revolving Loans or Swingline Loans to the extent otherwise included therein, excluding all accounts payable with respect to Securitization Assets on the balance sheet on the last day of the fiscal year that are sold thereafter in the ordinary course of a Permitted Securitization.

“Consolidated EBITDA”: for any period:

(a) Consolidated Net Income for such period plus,

(b) without duplication and to the extent reflected as a charge in arriving at such Consolidated Net Income for such period, the sum of the following amounts for such period:

(i) the aggregate amount of all provisions for all taxes (whether or not paid, estimated or accrued) based upon the income and profits of the Borrower or alternative taxes imposed as reflected in the provision for income taxes in the Borrower’s consolidated financial statements,

9

(ii) interest expense, amortization or write-off of debt discount and debt issuance costs, and commissions, discounts and other fees and charges associated with Indebtedness (including the Loans),

(iii) depreciation and amortization expense,

(iv) amortization of intangibles (including goodwill) and organization costs,

(v) any extraordinary, unusual or non-recurring charges, expenses or losses (whether cash or non-cash),

(vi) any cash compensation expense relating to the cancellation or retirement of stock options in connection with the Acquisition in an aggregate amount not to exceed $25,000,000,

(vii) non-cash compensation expenses from stock, options to purchase stock and stock appreciation rights issued to the management of the Borrower,

(viii) any other non-cash charges, non-cash expenses or non-cash losses of the Borrower or any of its Subsidiaries for such period (including deferred rent but excluding any such charge, expense or loss incurred in the ordinary course of business that constitutes an accrual of or a reserve for cash charges for any future period); provided, however, that cash payments made in such period or in any future period in respect of such non-cash charges, expenses or losses (excluding any such charge, expense or loss incurred in the ordinary course of business that constitutes an accrual of or a reserve for cash charges for any future period) shall be subtracted from Consolidated Net Income in calculating Consolidated EBITDA in the period when such payments are made,

(ix) no more than $5,000,000 accrued in any fiscal year for payment to the Sponsors in respect of management, monitoring, consulting and advisory fees plus any related expenses and other amounts paid to the Sponsors to the extent permitted pursuant to Section 8.10(e),

(x) any impairment charges, write-off, depreciation or amortization of intangibles arising pursuant to Statement of Financial Accounting Standards No. 141 or to Statement of Financial Accounting Standards No. 142 and any other non-cash charges resulting from purchase accounting,

(xi) any reduction in revenue resulting from the purchase accounting effects of adjustments to deferred revenue in component amounts required or permitted by GAAP and related authoritative pronouncements (including the effects of such adjustments pushed down to the Borrower and its Subsidiaries), as a result of the Acquisition, any acquisition consummated prior to the Closing Date or any Permitted Acquisition,

10

(xii) any loss realized upon the sale or other disposition of any asset (including pursuant to any sale/leaseback transaction) that is not Disposed of in the ordinary course of business and any loss realized upon the sale or other disposition of any Capital Stock of any Person,

(xiii) any unrealized losses in respect of Hedge Agreements,

(xiv) any unrealized foreign currency translation losses in respect of Indebtedness of any Person denominated in a currency other than the functional currency of such Person,

(xv) the amount of any minority expense net of dividends and distributions paid to the holders of such minority interest,

(xvi) any costs, fees and expenses associated with the consolidation of the salvage operations of the Borrower and its Subsidiaries as described in the Confidential Information Memorandum,

(xvii) any costs, fees and expenses associated with the cost reduction, operational restructuring and business improvement efforts of any consulting firm engaged by the Borrower or its Subsidiaries to perform such service;

(xviii) any charges, costs, fees and expenses realized upon the termination of employees and the termination or cancellation of leases, software licenses or other contracts in connection with the operational restructuring and business improvement efforts of the Borrower and its Subsidiaries; and

(xix) any costs, fees and expenses related to the Acquisition and any other costs, fees and expenses incurred in connection with any Permitted Acquisition; minus

(c) to the extent included in arriving at such Consolidated Net Income for such period, the sum of the following amounts for such period:

(i) interest income,

(ii) any extraordinary, unusual or non-recurring income or gains whether or not included as a separate item in the statement of Consolidated Net Income,

(iii) all non-cash gains on the sale or disposition of any property other than inventory sold in the ordinary course of business,

(iv) any other non-cash income (excluding any items that represent the reversal of any accrual of, or cash reserve for, anticipated cash charges in any prior period that are described in the parenthetical to clause (b)(viii) above),

11

(v) any gain realized upon the sale or other disposition of any asset (including pursuant to any sale/leaseback transaction) that is not Disposed of in the ordinary course of business and any gain realized upon the sale or other disposition of any Capital Stock of any Person,

(vi) any unrealized gains in respect of Hedge Agreements, and

(vii) any unrealized foreign currency translation gains in respect of Indebtedness of any Person denominated in a currency other than the functional currency of such Person, all as determined on a consolidated basis; and plus

(d) the annualized impact of buyer fee increases on any business acquired in a Permitted Acquisition.

For the purposes of calculating Consolidated EBITDA for any period of four consecutive fiscal quarters (each, a “Reference Period”) pursuant to any determination of the Consolidated Senior Secured Leverage Ratio or the Consolidated Leverage Ratio, (i) if at any time during such Reference Period the Borrower or any Subsidiary shall have made any Material Disposition, the Consolidated EBITDA for such Reference Period shall be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the property that is the subject of such Material Disposition for such Reference Period or increased by an amount equal to the Consolidated EBITDA (if negative) attributable thereto for such Reference Period and (ii) if during such Reference Period the Borrower or any Subsidiary shall have made a Material Acquisition, Consolidated EBITDA for such Reference Period shall be calculated after giving pro forma effect thereto, as if such Material Acquisition occurred on the first day of such Reference Period, and, in the case of any Material Acquisition other than the Acquisition, Consolidated EBITDA may be increased by adding back any cost savings related thereto to the extent described as such in writing by the Borrower to the Administrative Agent and expected to be realized within 365 days of such Material Acquisition and all costs incurred to achieve such cost savings. As used in this definition, “Material Acquisition” means any acquisition of property or series of related acquisitions of property that (a) constitutes assets comprising all or substantially all of an operating unit of a business or constitutes all or substantially all of the common stock of a Person and (b) involves the payment of consideration by the Borrower and its Subsidiaries in excess of $5,000,000; and “Material Disposition” means any Disposition of property or series of related Dispositions of property that yields gross proceeds to the Borrower or any of its Subsidiaries in excess of $5,000,000.

Notwithstanding the foregoing, (a) Consolidated EBITDA shall be deemed to be $102,900,000, $99,400,000, $88,100,000 and $80,700,000, respectively, for the fiscal quarters ending on or about March 31, 2006, June 30, 2006, September 30, 2006 and December 31, 2006, subject to the adjustments provided for in clauses (b) and (c) of this paragraph, (b) in determining Consolidated EBITDA at any time on or before June 30, 2007, Consolidated EBITDA for such period will be increased by $10,500,000 on account of anticipated cost savings related to the combination of the salvage auction businesses of IAAI and ADESA as reflected in the Confidential Information Memorandum, and (c) in determining Consolidated EBITDA at any time after June 30, 2007 and on or before June 30, 2008, Consolidated EBITDA may be increased by the difference between $10,500,000 and the cumulative amount of all such cost savings referred to in clause (b) of this paragraph that have been realized prior to such time.

“Consolidated Interest Expense”: for any period, (a) the total interest expense of the Borrower and its Subsidiaries to the extent deducted in calculating Consolidated Net Income, net of any interest income of the Borrower and its Subsidiaries, including any such interest expense consisting of

12

(i) interest expense attributable to Capital Lease Obligations, (ii) amortization of debt discount, (iii) interest in respect of Indebtedness of any other Person that has been Guaranteed by the Borrower or any Subsidiary, but only to the extent that such interest is actually paid by the Borrower or any Subsidiary, (iv) non-cash interest expense, (v) the interest portion of any deferred payment obligation and (vi) commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing, plus (b) preferred stock dividends paid in cash in respect of Disqualified Capital Stock of the Borrower held by Persons other than the Borrower or a Subsidiary and minus (c) to the extent otherwise included in such interest expense referred to in clause (a) above, amortization or write-off of financing costs, in each case under clauses (a) through (c) as determined on a consolidated basis in accordance with GAAP; provided, that gross interest expense shall be determined after giving effect to any net payments made or received by the Borrower and its Subsidiaries with respect to interest rate Hedge Agreements.

“Consolidated Leverage Ratio”: the ratio of (a) Consolidated Total Debt on the last day of any fiscal quarter of the Borrower to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters then ended.

“Consolidated Net Income”: for any period, the consolidated net income (or loss) of the Borrower and its Subsidiaries, determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded the income (or loss) of any Person (other than a Subsidiary of the Borrower) in which the Borrower or any of its Subsidiaries has an ownership interest recorded using the equity method, except to the extent that any such income is actually received by the Borrower or such Subsidiary in the form of dividends or similar distributions.

“Consolidated Senior Secured Leverage Ratio”: the ratio of (a) Consolidated Total Debt on the last day of any fiscal quarter of the Borrower, except that portion thereof consisting of the Unsecured Notes and any other Indebtedness that is not secured by a Lien on any Property of any Group Member, to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters then ended.

“Consolidated Total Debt”: at any date, the aggregate amount shown or required by GAAP to be shown as a liability on a consolidated balance sheet of the Borrower and its Subsidiaries as of such date in respect of all Indebtedness of the Borrower or any of its Subsidiaries then outstanding, excluding any such Indebtedness in connection with the Atlanta IRB Transaction.

“Consolidated Working Capital”: at any date, the excess of Consolidated Current Assets on such date over Consolidated Current Liabilities on such date.

“Continuing Directors”: the directors of Holdings or a Parent on the Closing Date, after giving effect to the Acquisition and the other transactions contemplated hereby, and each other director of Holdings or such Parent whose nomination for election to the board of directors of Holdings or such Parent is recommended by at least a majority of the then Continuing Directors or such other director receives the vote of the Permitted Investors in his or her election by the shareholders of Holdings or such Parent.

“Contractual Obligation”: as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Control Investment Affiliate”: as to any Person, any other Person that (a) directly or indirectly, is in control of, is controlled by, or is under common control with, such Person and (b) is

13

organized by such Person or a common controlling Person primarily for the purpose of making equity or debt investments in one or more companies. For purposes of this definition, “control” of a Person means the power, directly or indirectly, to direct or cause the direction of the management and policies of such Person whether by contract or otherwise.

“Credit Facilities”: to the extent specified by the Borrower by notice to the Administrative Agent, one or more other debt facilities or commercial paper facilities, in each case, with banks or other institutional lenders providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit, in each case, as amended, restated, modified, renewed, refunded, replaced (whether upon or after termination or otherwise) or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time.

“Cure Amount”: as defined in Section 8.1(b).

“Cure Right”: as defined in Section 8.1(b).

“Default”: any of the events specified in Section 9, whether or not any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

“Disposition”: with respect to any Property, any sale, lease, sale and leaseback, assignment, conveyance, transfer or other disposition thereof. The terms “Dispose” and “Disposed of” shall have correlative meanings.

“Disqualified Capital Stock” means any Capital Stock which, by its terms (or by the terms of any security or other Capital Stock into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, (b) is redeemable at the option of the holder thereof, in whole or in part, (c) provides for the scheduled payments of dividends in cash, or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Capital Stock that would constitute Disqualified Capital Stock, in each case of clauses (a) through (d) above, prior to the date that is ninety-one (91) days after the later of the Revolving Termination Date and the date final payment is due on the Term Loans.

“Dollars” and “$”: dollars in lawful currency of the United States.

“Domestic Subsidiary”: any Subsidiary of the Borrower organized under the laws of any jurisdiction within the United States.

“Earnout Obligation”: an obligation to pay the seller in an acquisition a future payment that is contingent upon the financial performance of the business acquired in such acquisition exceeding a specified benchmark level and that becomes payable when such excess financial performance is achieved.

“ECF Percentage”: with respect to any fiscal year of the Borrower ending on or about December 31, 2008, 50.0%; provided, that the ECF Percentage shall be (i) reduced to 25.0% if the Consolidated Senior Secured Leverage Ratio as of the last day of such fiscal year is less than 2.5 to 1.0 but equal to or greater than 2.0 to 1.0 and (ii) equal to 0% if the Consolidated Senior Secured Leverage Ratio as of the last day of such fiscal year is less than 2.0 to 1.0.

14

“Environmental Laws”: any and all foreign, Federal, state, local or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees, requirements of any Governmental Authority or other Requirements of Law (including common law) regulating, relating to or imposing liability concerning protection or preservation of the environment and natural resources, including those relating to the generation, use storage, transportation, disposal, release, or threatened release of, or exposure to, Materials of Environmental Concern.

“Environmental Permits”: any and all permits, licenses, approvals, registrations, notifications, exemptions and other authorizations required under any Environmental Law.

“Equity Contribution”: as defined in the Recitals hereto.

“ERISA”: the Employee Retirement Income Security Act of 1974, as amended from time to time.

“Eurocurrency Reserve Requirements”: for any day as applied to a Eurodollar Loan, the aggregate (without duplication) of the maximum rates (expressed as a decimal fraction) of reserve requirements in effect on such day (including basic, supplemental, marginal and emergency reserves under any regulations of the Board or other Governmental Authority having jurisdiction with respect thereto) dealing with reserve requirements prescribed for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board) maintained by a member bank of the Federal Reserve System.

“Eurodollar Base Rate”: with respect to each day during each Interest Period pertaining to a Eurodollar Loan, the rate per annum determined on the basis of the rate for deposits in Dollars for a period equal to such Interest Period commencing on the first day of such Interest Period appearing on Reuters Screen LIBOR01 Page as of 11:00 a.m., London time, two Business Days prior to the beginning of such Interest Period. In the event that such rate does not appear on Reuters Screen LIBOR01 Page (or otherwise on such screen), the “Eurodollar Base Rate” shall be determined by reference to such other comparable publicly available service for displaying eurodollar rates as may be reasonably selected by the Administrative Agent or, in the absence of such availability, by reference to the rate at which the Administrative Agent is offered Dollar deposits at or about 11:00 a.m., New York City time, two Business Days prior to the beginning of such Interest Period in the interbank eurodollar market where its eurodollar and foreign currency and exchange operations are then being conducted for delivery on the first day of such Interest Period for the number of days comprised therein.

“Eurodollar Loans”: Loans the rate of interest applicable to which is based upon the Eurodollar Rate.

“Eurodollar Rate”: with respect to each day during each Interest Period pertaining to a Eurodollar Loan, a rate per annum determined for such day in accordance with the following formula (rounded upward to the nearest 1/100th of 1%):

Eurodollar Base Rate

1.00 - Eurocurrency Reserve Requirements

“Eurodollar Tranche”: the collective reference to Eurodollar Loans under a particular Facility for which the then current Interest Periods with respect to all of which begin on the same date and end on the same later date (whether or not such Loans shall originally have been made on the same day).

15

“Event of Default”: any of the events specified in Section 9, provided that any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

“Excess Cash Flow”: for any fiscal year of the Borrower, the excess, if any, of (a) the sum, without duplication, of (i) Consolidated Net Income for such fiscal year, (ii) the amount of all non-cash charges (including depreciation and amortization) deducted in arriving at such Consolidated Net Income, (iii) decreases in Consolidated Working Capital for such fiscal year, (iv) the aggregate net amount of non-cash losses by the Borrower and its Subsidiaries during such fiscal year, to the extent deducted in arriving at such Consolidated Net Income, and (v) all Reserved Funds that were not expended in such fiscal year for the purposes for which they were reserved in the immediately preceding fiscal year over (b) the sum, without duplication, of (i) the aggregate amount actually paid by the Borrower and its Subsidiaries in cash during such fiscal year on account of Capital Expenditures, Investments and Permitted Acquisitions (except from amounts designated as Reserved Funds in the preceding fiscal year, from Indebtedness Incurred and equity contributions received or from any Reinvestment Deferred Amount), (ii) the aggregate amount of all prepayments of Revolving Loans and Swingline Loans during such fiscal year to the extent accompanying permanent optional reductions of the Revolving Commitments and all optional prepayments of the Term Loans during such fiscal year, (iii) the aggregate amount of all regularly scheduled and voluntary principal payments of Funded Debt (including the Term Loans) of the Borrower and its Subsidiaries made during such fiscal year (other than in respect of any revolving credit facility to the extent there is not an equivalent permanent reduction in commitments thereunder), (iv) increases in Consolidated Working Capital for such fiscal year, (v) the aggregate net amount of non-cash gains, non-cash income and non-cash credits accrued by the Borrower and its Subsidiaries during such fiscal year, to the extent included in arriving at such Consolidated Net Income, and (vi) all amounts designated as Reserved Funds in such fiscal year.

“Exchange Act”: the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Excluded Indebtedness”: all Indebtedness permitted by Section 8.2 (except any “Additional Notes” (as defined in any Indenture) issued after the Closing Date, the proceeds of which are not applied within 270 days after issuance to finance Capital Expenditures or a Permitted Acquisition).

“Excluded Real Property”: the owned real property listed on Schedule 1.2.

“Excluded Subsidiaries”: ADESA Importation Services, LLC, a Michigan limited liability company, ADESA Mexico, LLC, an Indiana limited liability company, and IRT Receivables Corp., an Indiana Corporation, in each case only for as long as it has assets having an aggregate value of less than $1,000,000 and no Indebtedness.

“Excluded Redemption Obligation”: an obligation (i) to purchase, redeem, retire or otherwise acquire for value any Capital Stock that is not, and cannot in any contingency become required to be purchased, redeemed, retired or otherwise acquired prior to the first anniversary of the later of the Revolving Termination Date and the date final payment is due on the Term Loans or (ii) an obligation of Holdings to purchase, redeem, retire or otherwise acquire for value any Capital Stock of Holdings or any Parent from present or former officers, directors or employees of any Group Member upon the death, disability, retirement or termination of employment or service of such officer, director or employee, or otherwise under any stock option or employee stock ownership plan approved by the board of directors of Holdings or any Parent.

16

“Existing Indebtedness”: Indebtedness and other obligations outstanding under (i) the Credit Agreement, dated as of May 19, 2005 (as amended and restated as of June 29, 2006), among Axle Holdings, Inc., IAAI, Bear Stearns Corporate Lending Inc. and other parties signatory thereto, (ii) the Senior Unsecured Note Indenture, dated as of April 1, 2005, entered into by IAAI Finance Corp. (as amended, modified and supplemented from time to time), (iii) the Senior Subordinated Notes Indenture, dated June 21, 2004, between ADESA and LaSalle Bank National Association, as trustee and (iv) the Amended and Restated Credit Agreement, dated as of July 25, 2005, as amended, among ADESA, Bank of America, N.A. and other parties signatory thereto.

“Existing Securitization”: the securitization pursuant to the Third Amended and Restated Receivables Purchase Agreement, dated April 20, 2007, among AFC Funding Corporation, as seller, AFC—US, as servicer, Fairway Finance Company, LLC and such other entities as may become purchasers, BMO Capital Markets Corp., as initial agent, and the other parties thereto.

“Facility”: each of (a) the Term Commitments and the Term Loans made thereunder (the “Term Facility”), and (b) the Revolving Commitments and the extensions of credit made thereunder (the “Revolving Facility”).

“Federal Funds Effective Rate”: for any day, the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for the day of such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it.

“Foreign Subsidiary”: any Subsidiary of the Borrower that is not a Domestic Subsidiary or that is a Foreign Subsidiary Holdco.

“Foreign Subsidiary Holdco”: any Domestic Subsidiary that (a) has no material assets other than securities of one or more Foreign Subsidiaries and other assets relating to the ownership interest in any such securities and (b) has no Guarantee Obligations in respect of any Indebtedness of the Borrower or any Domestic Subsidiary.

“Funded Debt”: as to any Person, all Indebtedness of such Person that matures more than one year from the date of its creation or matures within one year from such date but is renewable or extendible, at the option of such Person, to a date more than one year from such date or arises under a revolving credit or similar agreement that obligates the lender or lenders to extend credit during a period of more than one year from such date, including all current maturities and current sinking fund payments in respect of such Indebtedness whether or not required to be paid within one year from the date of its creation and, in the case of the Borrower, Indebtedness in respect of the Loans.

“Funding Office”: the office of the Administrative Agent specified in Section 11.2 or such other office as may be specified from time to time by the Administrative Agent as its funding office by written notice to the Borrower and the Lenders.

“GAAP”: generally accepted accounting principles in the United States as in effect from time to time except that for purposes of Section 8.1, GAAP shall be determined on the basis of such principles in effect on the date hereof and consistent with those used in the preparation of the most recent audited financial statements referred to in Section 5.1(b). In the event that any Accounting Change (as defined below) shall occur and such change would otherwise result in a change in the method of

17

calculation of financial covenants, standards or terms in this Agreement, then the Borrower and the Administrative Agent agree to enter into negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Changes with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment shall have been executed and delivered by the Borrower, the Administrative Agent and the Required Lenders, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Changes had not occurred. “Accounting Changes” refers to changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or, if applicable, the SEC.

“Governmental Authority”: any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government, any securities exchange and any self-regulatory organization (including the National Association of Insurance Commissioners).

“Group Members”: the collective reference to Holdings, the Borrower and their respective Subsidiaries (including, on and after the Closing Date, IAAI and ADESA and their respective Subsidiaries).

“Guarantee and Collateral Agreement”: the Guarantee and Collateral Agreement to be executed and delivered by Holdings, the Borrower and each Subsidiary Guarantor, substantially in the form of Exhibit A.

“Guarantee Obligation”: as to any Person (the “guaranteeing person”), any obligation of (a) the guaranteeing person or (b) another Person (including any bank under any letter of credit) to induce the creation of which the guaranteeing person has issued a reimbursement, counterindemnity or similar obligation which (in the case of either clause (a) or clause (b)), guarantees or has the effect of guaranteeing any Indebtedness, leases, dividends or other obligations (the “primary obligations”) of any other third Person (the “primary obligor”) in any manner, whether directly or indirectly, including any such obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (1) for the purchase or payment of any such primary obligation or (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided, however, that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by the Borrower in good faith.

“Guarantors”: the collective reference to Holdings and the Subsidiary Guarantors.

18

“Hedge Agreements”: any interest rate protection agreement, commodity price protection agreement or other interest or currency exchange rate or commodity price hedging arrangement.

“Holdings”: as defined in the preamble to this Agreement.

“Incremental Commitment Agreement”: an agreement delivered by an Incremental Term Lender, in form and substance reasonably satisfactory to the Administrative Agent and accepted by the Loan Parties, by which an Incremental Term Lender confirms its Incremental Term Commitment.

“Incremental Term Amount”: at any time, the excess, if any, of (a) $300,000,000 over (b) the aggregate amount of all Incremental Term Commitments established after the Closing Date pursuant to Section 2.4.

“Incremental Term Commitment”: the commitment of any Incremental Term Lender to increase its Initial Term Loan or fund additional term loans as permitted by Section 2.4.

“Incremental Term Lender”: a Term Lender, Approved Fund or other Person that provides an Incremental Term Commitment.

“Incremental Term Loan”: any Term Loan resulting from an Incremental Term Commitment of any Incremental Term Lender.

“Incur”: issue, assume, enter into any Guarantee Obligation in respect of, incur or otherwise become liable for; and the terms “Incurs,” “Incurred” and “Incurrence” shall have a correlative meaning; provided, that any Indebtedness or Capital Stock of a Person existing at the time such Person becomes a Subsidiary of the Borrower (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such Subsidiary at the time it becomes a Subsidiary. The accrual of interest or dividends, the accretion of accreted value, the accretion of amortization of original issue discount and the payment of interest or dividends in the form of additional Indebtedness will not be deemed to be an Incurrence of Indebtedness. Any Indebtedness issued at a discount (including Indebtedness on which interest is payable through the issuance of additional Indebtedness) shall be deemed Incurred at the time of original issuance of the Indebtedness at the initial accreted amount thereof.

“Indebtedness”: of any Person at any date, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person for the deferred purchase price of property or services (other than current trade payables incurred in the ordinary course of such Person’s business and Earnout Obligations), (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (e) all Capital Lease Obligations of such Person, (f) all obligations of such Person, contingent or otherwise, as an account party or applicant under or in respect of acceptances, letters of credit or similar arrangements, (g) all obligations of such Person, contingent or otherwise, to purchase, redeem, retire or otherwise acquire for value any Capital Stock of such Person, except an Excluded Redemption Obligation, (h) all Guarantee Obligations of such Person in respect of obligations of others of the kind referred to in clauses (a) through (g) above, (i) all obligations of the kind referred to in clauses (a) through (h) above secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien on property (including accounts and contract rights) owned by such Person, whether or not such Person has assumed or become liable for the

19

payment of such obligation; provided that the amount of such Indebtedness shall be limited to the lesser of such obligation and the value of the property subject to such Lien if such Person has not assumed or become liable for the payment of such obligation, (j) all Disqualified Capital Stock of such Person, and (k) for the purposes of Sections 8.2 and 9(e) only, all obligations of such Person in respect of Hedge Agreements, but in each case in the above clauses excluding obligations under operating leases and obligations under employment contracts entered into in the ordinary course of business. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness expressly provide that such Person is not liable therefor.

“Indemnified Liabilities”: as defined in Section 11.5.

“Indemnitee”: as defined in Section 11.5.

“Indentures”: the Senior Floating Rate Notes Indenture, the Senior Fixed Rate Notes Indenture and the Senior Subordinated Notes Indenture.

“Initial Term Loans”: as defined in Section 2.1.

“Insolvency”: with respect to any Multiemployer Plan, the condition that such Plan is insolvent within the meaning of Section 4245 of ERISA.

“Insolvent”: pertaining to a condition of Insolvency.

“IAAI”: Insurance Auto Auctions, Inc., an Illinois corporation.

“Intellectual Property”: the collective reference to all rights, and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including copyrights, copyright licenses, patents, patent licenses, trademarks, trademark licenses and technology, know-how, trade secrets and proprietary information of any type, and all rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom.

“Intellectual Property Security Agreement”: the Intellectual Property Security Agreement to be executed and delivered by each applicable Loan Party in accordance with Section 5.10 of the Guarantee and Collateral Agreement.

“Interest Payment Date”: (a) as to any Base Rate Loan (other than any Swingline Loan), the last day of each March, June, September and December to occur while such Loan is outstanding and the final maturity date of such Loan, (b) as to any Eurodollar Loan having an Interest Period of three months or less, the last day of such Interest Period, (c) as to any Eurodollar Loan having an Interest Period longer than three months, each day that is three months, or a whole multiple thereof, after the first day of such Interest Period and the last day of such Interest Period, (d) as to any Loan (other than any Revolving Loan that is a Base Rate Loan and any Swingline Loan), the date of any repayment or prepayment made in respect thereof and (e) as to any Swingline Loan, the day that such Loan is required to be repaid.

“Interest Period”: as to any Eurodollar Loan, (a) initially, the period commencing on the borrowing or conversion date, as the case may be, with respect to such Eurodollar Loan and ending one,

20

two, three or six or (with the consent of all Lenders under the relevant Facility) nine or twelve months thereafter, as selected by the Borrower in its notice of borrowing or notice of conversion, as the case may be, given with respect thereto; and (b) thereafter, each period commencing on the last day of the next preceding Interest Period applicable to such Eurodollar Loan and ending one, two, three or six or (with the consent of all Lenders under the relevant Facility) nine or twelve months thereafter, as selected by the Borrower by irrevocable notice to the Administrative Agent no later than 1:00 p.m., New York City time, on the date that is three Business Days prior to the last day of the then current Interest Period with respect thereto; provided that, all of the foregoing provisions relating to Interest Periods are subject to the following:

(i) if any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless the result of such extension would be to carry such Interest Period into another calendar month in which event such Interest Period shall end on the immediately preceding Business Day;

(ii) the Borrower may not select an Interest Period under a particular Facility that would extend beyond the Revolving Termination Date or beyond the date final payment is due on the Term Loans, as applicable;

(iii) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of a calendar month; and

(iv) the Borrower shall select Interest Periods so as not to require a payment or prepayment of any Eurodollar Loan during an Interest Period for such Loan.

“Investments”: as defined in Section 8.8.

“Issuing Lender”: LaSalle Bank National Association, in its capacity as issuer of any Letter of Credit.

“Joint Bookrunners”: as defined in the preamble to this Agreement.

“L/C Fee Payment Date”: the last day of each March, June, September and December and the last day of the Revolving Commitment Period.

“L/C Obligations”: at any time, an amount equal to the sum of (a) the aggregate then undrawn and unexpired amount of the then outstanding Letters of Credit and (b) the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 3.11.

“L/C Participants”: the collective reference to all the Revolving Lenders other than the Issuing Lender.

“L/C Subcommitment Amount”: $75,000,000.

“Lead Arrangers”: as defined in the recitals to this Agreement.

21

“Leasehold Cost Overruns”: cost funded by the Borrower or one of its Subsidiaries in connection with leasehold improvements financed by a lessor of any premises leased by the Borrower or one of its Subsidiaries.

“Lenders”: as defined in the preamble hereto; provided, that unless the context otherwise requires, each reference herein to the Lenders shall be deemed to include any Conduit Lender.

“Letters of Credit”: as defined in Section 3.7(a).

“Lien”: any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge or other security interest or any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement and any capital lease having substantially the same economic effect as any of the foregoing).

“Loan”: any loan made by any Lender pursuant to this Agreement.

“Loan Documents”: this Agreement, the Security Documents, the Notes, each other agreement and each other material certificate or document executed by any Group Member and delivered to any Agent or any Lender pursuant to this Agreement or any Security Document.

“Loan Parties”: each Group Member that is a party to a Loan Document.

“Majority Facility Lenders”: with respect to any Facility, the holders of more than 50% of the aggregate unpaid principal amount of the Term Loans or the Revolving Extensions of Credit, as the case may be, outstanding under such Facility (or, in the case of the Revolving Facility, prior to any termination of the Revolving Commitments, the holders of more than 50% of the Total Revolving Commitments and, in the case of the Term Loans prior to the Closing Date, the holders of more than 50% of the aggregate Term Commitments).

“Management Advances”: promissory notes issued on an unsecured basis by Holdings to a Management Investor in accordance with the Management Stock Agreements to fund all or a portion of the purchase price paid in connection with the repurchase by Holdings or such Parent of its Capital Stock from such Management Investor, if such repurchase is occasioned by the death, disability, or retirement of such Management Investor.

“Management Agreement”: the financial advisory agreements, dated as of the Closing Date, among (i) Kelso & Company, L.P. and the Borrower, (ii) Goldman, Sachs & Co. and the Borrower, (iii) PCap, L.P. and the Borrower and (iv) ValueAct Capital Master Fund, L.P. and the Borrower.

“Management Investors”: present or former officers, employees or directors of a Group Member who beneficially own outstanding capital stock of Holdings or any Parent.

“Management Stock Agreements”: any subscription agreement or stockholders agreement between Holdings or any Parent and any Management Investor.

“Material Adverse Effect”: a material adverse effect on (a) as of the Closing Date, the Acquisition or the financings thereof under this Agreement or the Unsecured Notes or any other transaction relating to the Acquisition, (b) the business, assets, property, financial condition or results of operations of the Group Members, taken as a whole or (c) the validity or enforceability of this Agreement

22

or any of the other Loan Documents or the rights or remedies of the Agents or the Lenders hereunder or thereunder or the perfection or priority of the Administrative Agent’s Liens on a material portion of the Collateral.

“Materials of Environmental Concern”: any gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products or any hazardous or toxic substances, materials or wastes, defined, listed or regulated as hazardous or toxic under any Environmental Law, including polychlorinated biphenyls, urea-formaldehyde insulation, asbestos, pollutants, contaminants, radioactivity, and any other substances that are regulated pursuant to or could give rise to liability under any Environmental Law.

“Merger”: as defined in the Recitals hereto.

“Merger Agreement”: as defined in the Recitals hereto.

“Modification”: as defined in Section 2.4(f).

“Mortgaged Properties”: the owned real properties listed on Schedule 1.1, as to which the Administrative Agent for the benefit of the Secured Parties shall be granted a Lien pursuant to the Mortgages.

“Mortgages”: each of the mortgages, deeds to secure debts and deeds of trust made by any Loan Party in favor of, or for the benefit of, the Administrative Agent for the benefit of the Secured Parties, substantially in the form of Exhibit D (with such changes thereto as (a) shall be advisable under the law of the jurisdiction in which such mortgage or deed of trust is to be recorded and (b) do not have a significant adverse economic effect on any Loan Party), as amended, modified, supplemented or extended from time to time.

“Multiemployer Plan”: a Plan that is a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“Net Cash Proceeds”: (a) in connection with any Asset Sale or any Recovery Event, the proceeds thereof in the form of cash (including any such proceeds received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or by the Disposition of any non-cash consideration received in connection therewith or otherwise, but only as and when received, and Cash Equivalents at their maturity) of such Asset Sale or Recovery Event, net of attorneys’ fees, accountants’ fees, investment banking fees, amounts required to be applied to the repayment of Indebtedness secured by a Lien expressly permitted hereunder on any asset that is the subject of such Asset Sale or Recovery Event (other than any Lien pursuant to a Security Document) and other reasonable fees and expenses actually incurred in connection therewith and net of taxes paid, payable or reasonably estimated to be payable as a result thereof and (b) in connection with any issuance or sale of Capital Stock or any Incurrence of Indebtedness, the cash proceeds received from such issuance or Incurrence, net of attorneys’ fees, investment banking fees, accountants’ fees, underwriting discounts and commissions and other reasonable fees and expenses actually incurred in connection therewith; provided, that amounts provided as a reserve, in accordance with GAAP, against any liability under any indemnification obligations or purchase price adjustment associated with any of the foregoing shall not constitute Net Cash Proceeds except to the extent and at the time any such amounts are released from such reserve.

“Non-Excluded Taxes”: as defined in Section 4.10(a).

23

“Non-public Information”: information which has not been disseminated in a manner making it available to investors generally, within the meaning of Regulation FD of the Securities Act 1933, as amended.

“Non-U.S. Lender”: as defined in Section 4.10(d).

“Notes”: the collective reference to any promissory note evidencing Loans.

“Obligations”: the unpaid principal of and interest on (including interest accruing after the maturity of the Loans and Reimbursement Obligations and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Loans and all other obligations and liabilities of the Borrower to any Agent or to any Lender (or, in the case of Specified Hedge Agreements or Specified Cash Management Arrangements, any Qualified Counterparty), whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter Incurred, which may arise under, out of, or in connection with, this Agreement, any other Loan Document, the Letters of Credit, any Specified Hedge Agreement, any Specified Cash Management Arrangements or any other document made, delivered or given in connection herewith or therewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses, overdraft charges (including all reasonable fees, charges and disbursements of counsel to any Agent or to any Lender that are required to be paid by the Borrower pursuant hereto) or otherwise; provided, that (i) obligations of the Borrower or any Subsidiary under any Specified Hedge Agreement or Specified Cash Management Arrangement shall be secured and guaranteed pursuant to the Security Documents only to the extent that, and for so long as, the other Obligations are so secured and guaranteed and (ii) any release of Collateral or Guarantors effected in the manner permitted by this Agreement shall not require the consent of holders of obligations under Specified Hedge Agreements or Specified Cash Management Arrangements.

“Organizational Documents”: as to any Person, its certificate or articles of incorporation and by-laws if a corporation, its partnership agreement if a partnership, its limited liability company agreement if a limited liability company, or other organizational or governing documents of such Person.

“Other Taxes”: any and all present or future stamp or documentary taxes or any other excise taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.

“Other Term Loans”: as defined in Section 2.4.

“Parent”: Holdings and any other Person of which Holdings at any time is or becomes a Subsidiary after the Closing Date.

“Participant”: as defined in Section 11.6(c).

“Patriot Act”: as defined in Section 11.18.

“PBGC”: the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA (or any successor).

“Permitted Acquisition”: any acquisition by purchase or otherwise of all or substantially all of the business, assets or Capital Stock (other than directors’ qualifying shares) of any Person or a

24

business unit of a Person so long as (a) no Default has occurred and is continuing at the time such acquisition is contracted for or made and no Default would result from the completion of such acquisition, (b) on a pro forma basis after giving effect to such acquisition, all related transactions (including the Incurrence and use of proceeds of all Indebtedness Incurred in connection therewith) and all other acquisitions and dispositions and related transactions at any time completed as if completed on the first day of the twelve month period ending on the most recent Test Date, (i) the Borrower would have been in compliance with Section 8.1(a) on the Test Date (assuming compliance with Section 8.1(a), as originally in effect or amended with the consent of the Required Lenders, was required on the Test Date) if the Test Date is December 31, 2007 or a later date or the Consolidated Senior Secured Leverage Ratio on the Test Date would not have exceeded 5.85 to 1.0 if the Test Date is earlier than December 31, 2007 and (ii) the Consolidated Leverage Ratio on the Test Date would not have exceeded (x) 7.0 to 1.0 if the Test Date is December 31, 2007 or an earlier date, (y) 6.5 to 1.0 if the Test Date is any date in 2008 and (z) 6.0 to 1.0 if the Test Date is after December 31, 2008 and (c) if the aggregate consideration for such acquisition is more than $20,000,000, the Borrower delivers to the Administrative Agent, at least five Business Days prior to the completion of such acquisition, a certificate of a Responsible Officer demonstrating in reasonable detail that the pro forma tests in clause (b) above are satisfied.

“Permitted Encumbrances”: has the meaning specified in the Mortgages.

“Permitted Investors”: collectively, the Sponsors, their Control Investment Affiliates, any Management Investors and all of their respective Permitted Transferees.

“Permitted Liens”: any Liens permitted by Section 8.3.

“Permitted Refinancing”: with respect to any Person, any modification, refinancing, refunding, renewal or extension of any Indebtedness of such Person; provided that (a) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so modified, refinanced, refunded, renewed or extended except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred, in connection with such modification, refinancing, refunding, renewal or extension and by an amount equal to any existing commitments unutilized thereunder, (b) such modification, refinancing, refunding, renewal or extension has a final maturity date equal to or later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being modified, refinanced, refunded, renewed or extended and (c) if the Indebtedness being modified, refinanced, refunded, renewed or extended is subordinated in right of payment to the Obligations, such modification, refinancing, refunding, renewal or extension is subordinated in right of payment to the Obligations on terms at least as favorable to the Lenders as those contained in the documentation governing the Indebtedness being modified, refinanced, refunded, renewed or extended, taken as a whole.

“Permitted Securitization”: the Existing Securitization or any other Securitization that complies with the following criteria: (a) the cash portion of the initial purchase price paid by the Securitization Subsidiary at closing for the Securitization Assets is at least 70% of the book value of the Securitization Assets at such time and (b) the Seller’s Retained Interest and all proceeds thereof shall constitute Collateral hereunder if the seller is a Loan Party and in such event all necessary steps to perfect a security interest in such Seller’s Retained Interest by the Administrative Agent are taken by the Group Members.

“Permitted Transferees”: (a) in the case of any Sponsor, (i) any Control Investment Affiliate of such Sponsor (collectively, “Sponsor Affiliates”), (ii) any managing director, general partner,

25

limited partner, director, officer or employee of such Sponsor or any of its Sponsor Affiliates (collectively, the “Sponsor Associates”), (iii) the heirs, executors, administrators, testamentary trustees, legatees or beneficiaries of any Sponsor Associate and (iv) any trust, the beneficiaries of which, or a corporation or partnership, the stockholders or partners of which, include only a Sponsor Associate, his or her spouse, parents, siblings, members of his or her immediate family (including adopted children) and/or direct lineal descendants; and (b) in the case of any Management Investors, (i) his or her heirs, executors, administrators, testamentary trustees, legatees or beneficiaries, (ii) his or her spouse, parents, siblings, members of his or her immediate family (including adopted children) or direct lineal descendants or (iii) a trust, the beneficiaries of which, or a corporation or partnership, the stockholders or partners of which, include only the Management Investor, as the case may be, and his or her spouse, parents, siblings, members of his or her immediate family (including adopted children) and/or direct lineal descendants.

“Person”: an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature.

“Plan”: at a particular time, any employee pension benefit plan that is covered by ERISA and in respect of which the Borrower or a Commonly Controlled Entity is (or, if such plan were terminated at such time, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“Platform”: as defined in Section 7.2(g).

“Pledged Notes”: as defined in the Guarantee and Collateral Agreement.

“Pledged Stock”: as defined in the Guarantee and Collateral Agreement.

“Pricing Grids”: the pricing grids and related provisions attached hereto as Annex A.

“Pro Forma Financial Statements”: as defined in Section 5.1(a).

“Projections”: as defined in Section 7.2(c).

“Properties”: as defined in Section 5.17(a).

“Property”: any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, including Capital Stock.

“Qualified Counterparty”: with respect to any Specified Hedge Agreement or Specified Cash Management Arrangement, any counterparty thereto that, at or before the time such Specified Hedge Agreement or Specified Cash Management Arrangement was entered into, was a Lender or Agent or an affiliate of a Lender.

“Recovery Event”: any settlement of or payment in respect of any property or casualty insurance claim or any condemnation proceeding relating to any asset of any Group Member, other than (x) any such settlement or payment arising by reason of any loss of revenues or interruption of business or operations caused thereby and (y) any such settlement or payment constituting reimbursement or compensation for amounts previously paid by any Group Member in respect of the theft, loss, destruction, damage or other similar event relating to any such claim or proceeding.

26

“Register”: as defined in Section 11.6(b).

“Regulation U”: Regulation U of the Board as in effect from time to time.

“Reimbursement Obligation”: the obligation of the Borrower to reimburse the Issuing Lender pursuant to Section 3.11 for amounts drawn under Letters of Credit.

“Reinvestment Deferred Amount”: with respect to any Reinvestment Event, an amount equal to the aggregate Net Cash Proceeds received by any Group Member in connection therewith that are not applied to prepay the Term Loans or reduce the Revolving Commitments pursuant to Section 4.2(c) as a result of the delivery of a Reinvestment Notice.

“Reinvestment Event”: any Asset Sale or Recovery Event in respect of which the Borrower has delivered a Reinvestment Notice.

“Reinvestment Notice”: a written notice executed by a Responsible Officer stating that no Event of Default has occurred and is continuing and that the Borrower (directly or indirectly through a Subsidiary) intends to use an amount equal to all or a specified portion of the Net Cash Proceeds of an Asset Sale or Recovery Event to acquire, improve or repair fixed or capital assets useful in its business, or to complete a Permitted Acquisition.

“Reinvestment Prepayment Amount”: with respect to any Reinvestment Event, the Reinvestment Deferred Amount relating thereto less any amount expended prior to the relevant Reinvestment Prepayment Date to acquire, improve or repair fixed or capital assets useful in the Borrower’s business, to acquire a brand or trademark and related assets or to complete a Permitted Acquisition.

“Reinvestment Prepayment Date”: with respect to any Reinvestment Event, the earlier of (a) the date occurring eighteen months after the receipt by the Borrower of proceeds relating to such Reinvestment Event (or the 180^th day thereafter if the Borrower or any of its Subsidiaries has entered into a legally binding commitment to apply such proceeds in accordance with the applicable Reinvestment Notice) and (b) the date on which the Borrower shall have determined not to, or shall have otherwise ceased to, acquire, improve or repair fixed or capital assets useful in the Borrower’s business, acquire a brand or trademark and related assets or complete a Permitted Acquisition with all or any portion of the relevant Reinvestment Deferred Amount.

“Related Agreements”: the Acquisition Documentation, the Indentures and each other document executed in connection therewith.

“Related Persons”: with respect to any specified Person, such Person’s Affiliates and the respective officers, directors, employees, attorneys, agents and advisors of such Person and such Person’s Affiliates.

“Reorganization”: with respect to any Multiemployer Plan, the condition that such plan is in reorganization within the meaning of Section 4241 of ERISA.

“Reportable Event”: any of the events set forth in Section 4043(b) of ERISA, other than those events as to which the thirty day notice period is waived under subsections .27, .28, .29, .30, .31, .32, .34 or .35 of PBGC Reg. § 4043.

27

“Required Lenders”: at any time, the holders of more than 50% of the sum of (i) the aggregate unpaid principal amount of the Term Loans then outstanding and (ii) the Revolving Commitments then in effect or, if the Revolving Commitments have been terminated, the Revolving Extensions of Credit then outstanding.

“Requirement of Law”: as to any Person, any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Reserved Funds”: for any fiscal year of the Borrower, amounts committed to be paid but not expended in such fiscal year on account of Capital Expenditures, Investments and Permitted Acquisitions if the Borrower or any of its Subsidiaries has entered into a legally binding commitment to complete such project within 180 days following such fiscal year.

“Responsible Officer”: the chief executive officer, president or chief financial officer of the Borrower, but in any event, with respect to financial matters, the chief financial officer of the Borrower.

“Restricted Payments”: as defined in Section 8.6.

“Revolving Commitment”: as to any Lender, the obligation of such Lender, if any, to make Revolving Loans and participate in Swingline Loans and Letters of Credit in an aggregate principal and/or face amount not to exceed the amount set forth in the Addendum or Assignment and Assumption by which such Lender became a party hereto, as the same may be changed from time to time pursuant to the terms hereof. The original amount of the Total Revolving Commitments is $300,000,000.

“Revolving Commitment Period”: the period from and including the Closing Date to the Revolving Termination Date.

“Revolving Extensions of Credit”: as to any Revolving Lender at any time, an amount equal to the sum of (a) the aggregate principal amount of all Revolving Loans held by such Lender then outstanding, (b) such Lender’s Revolving Percentage of the L/C Obligations then outstanding and (c) such Lender’s Revolving Percentage of the aggregate principal amount of Swingline Loans then outstanding.

“Revolving Lender”: each Lender that has a Revolving Commitment or that holds Revolving Loans.

“Revolving Loans”: as defined in Section 3.1(a).

“Revolving Percentage”: as to any Revolving Lender at any time, the percentage which such Lender’s Revolving Commitment then constitutes of the Total Revolving Commitments (or, at any time after the Revolving Commitments shall have expired or terminated, the percentage which the aggregate principal amount of such Lender’s Revolving Loans then outstanding constitutes of the aggregate principal amount of the Revolving Loans then outstanding).

“Revolving Termination Date”: the earlier of (a) the sixth anniversary of the Closing Date and (b) the date on which the Revolving Commitments are terminated pursuant to any provision of this Agreement.

28

“SEC”: the Securities and Exchange Commission, any successor thereto and otherwise any analogous Governmental Authority.

“Secured Obligations”: in the case of the Borrower, the Obligations and in the case of any other Loan Party, the obligations of such Loan Party under the Guaranty and Collateral Agreement and the other Loan Documents to which it is a party.

“Secured Parties”: as defined in the Guarantee and Collateral Agreement.

“Securitization”: any transaction or series of transactions entered into by any Group Member pursuant to which such Group Member sells, conveys, assigns, grants an interest in or otherwise transfers to a Securitization Subsidiary, Securitization Assets (and/or grants a security interest in such Securitization Assets transferred or purported to be transferred to such Securitization Subsidiary), and which Securitization Subsidiary finances the acquisition of such Securitization Assets (i) with cash, (ii) the issuance to such Group Member of Seller’s Retained Interests or an increase in such Seller’s Retained Interests, (iii) with proceeds from the sale or collection of Securitization Assets, or (iv) in the case of a Canadian Securitization, with proceeds from the sale or issuance of Securitization Asset backed securities or other interests therein.

“Securitization Assets”: the collective reference to (i) US Dollar-denominated finance receivables of AFC – US of the type sold by AFC – US in the Existing Securitization and related assets of AFC – US sold in the Existing Securitization and other US Dollar-denominated receivables of AFC – US arising in the ordinary course of business and receivables and related assets related to the rental portfolio of AFC—US, and (ii) Canadian Dollar-denominated finance receivables of AFC – Canada and related assets of AFC – Canada.

“Securitization Subsidiary”: a Person to which a Group Member sells, conveys, transfers or grants a security interest in Securitization Assets, which Person is formed for the limited purpose of effecting one or more securitizations involving the Securitization Assets or, in the case of a Canadian Securitization, other income producing financial assets, and related activities.

“Security Documents”: the collective reference to the Guarantee and Collateral Agreement, the Intellectual Property Security Agreements, the Mortgages and all other security documents hereafter delivered to the Administrative Agent granting a Lien on any property of any Person to secure the obligations and liabilities of any Loan Party under any Loan Document.

“Seller’s Retained Interest”: (i) in respect of a Securitization, the debt or equity interests held by Group Members in a Securitization Subsidiary to which Securitization Assets have been transferred, including any such debt or equity received as consideration for or as a portion of the purchase price for the Securitization Assets transferred, or any other instrument through which any Group Member has rights to or receives distributions in respect of any residual or excess interest in the Securitization Assets, and (ii) in respect of a Canadian Securitization, all amounts which are payable or which may become payable as consideration for or as a portion of the purchase price for the Securitization Assets transferred, including any such amounts which any Group Member receives or has rights to receive as distributions in respect of any residual or excess interest in the Securitization Assets.

“Senior Floating Rate Notes Indenture”: the Indenture dated as of the date hereof entered into by the Borrower and certain of its Subsidiaries and Wells Fargo Bank, National Association, governing the Borrower’s Floating Rate Senior Notes due May 1, 2014 issued in an original aggregate principal amount of $150,000,000.

29

“Senior Fixed Rate Notes Indenture”: the Indenture dated as of the date hereof entered into by Borrower and certain of its Subsidiaries and Wells Fargo Bank, National Association, governing the Borrower’s 8^3/4% Senior Notes due May 1, 2014 issued in an original aggregate principal amount of $450,000,000.

“Senior Subordinated Notes Indenture”: the Indenture dated as of the date hereof entered into by the Borrower and certain of its Subsidiaries and Wells Fargo Bank, National Association, governing the Borrower’s 10% Senior Subordinated Notes due May 1, 2015 issued in an original aggregate principal amount of $425,000,000.

“Single Employer Plan”: any Plan that is covered by Title IV of ERISA, but that is not a Multiemployer Plan.

“Solvent”: with respect to any Person, as of any date of determination, (a) the amount of the “present fair saleable value” of the assets of such Person will, as of such date, exceed the amount of all “liabilities of such Person, contingent or otherwise”, as of such date, as such quoted terms are determined in accordance with applicable federal and state laws governing determinations of the insolvency of debtors, (b) the present fair saleable value of the assets of such Person will, as of such date, be greater than the amount that will be required to pay the liability of such Person on its debts as such debts become absolute and matured, (c) such Person will not have, as of such date, an unreasonably small amount of capital with which to conduct its business, and (d) such Person will be able to pay its debts as they mature. For purposes of this definition, (i) “debt” means liability on a “claim”, and (ii) “claim” means any (x) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (y) right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured or unsecured.

“Specified Cash Management Arrangement”: any arrangement for treasury, depositary or cash management services provided to the Borrower or any of its Subsidiaries by a Qualified Counterparty in connection with any transfer or disbursement of funds through an automated clearinghouse or on a same day or immediate or accelerated availability basis that has been designated as a Specified Cash Management Arrangement. The designation by the Borrower of any such arrangement as a Specified Cash Management Arrangement shall not create in favor of the Qualified Counterparty that is a party thereto any rights in connection with the management, enforcement or release of any Collateral or any claim against any Guarantor under the Guarantee and Collateral Agreement. All treasury, depository and cash management services now or at any time hereafter provided to the Borrower or any of its Subsidiaries by JPMorgan Chase Bank, N.A. in connection with any transfer or disbursement of funds through any automated clearinghouse or on a same day or immediate or accelerated availability basis are hereby designated by the Borrower as a Specified Cash Management Arrangement.

“Specified Change of Control”: a “Change of Control” (or any other defined term having a similar purpose) as defined in any of the Unsecured Notes.

“Specified Hedge Agreement”: any Hedge Agreement between the Borrower or any of its Subsidiaries and any Qualified Counterparty that has been designated as a Specified Hedge Agreement. The designation by the Borrower of any Hedge Agreement as a Specified Hedge Agreement (a) shall constitute a representation and warranty by the Borrower that such Hedge Agreement is permitted by Section 8.12 (upon which such Qualified Counterparty shall be entitled to rely conclusively) and (b) shall not create in favor of the Qualified Counterparty that is a party thereto any rights in

30

connection with the management, enforcement or release of any Collateral or any claim against any Guarantor under the Guarantee and Collateral Agreement except to the extent expressly set forth in the Guarantee and Collateral Agreement.

“Specified Securitization Proceeds”: the proceeds of any initial securitization sale of (a) any US Dollar-denominated receivables and related assets related to the rental portfolio of AFC—US and (b) any Canadian Dollar-denominated finance receivables of AFC – Canada and related assets of AFC – Canada.

“Sponsors”: collectively, Kelso & Company, L.P., GS Capital Partners VI, L.P. and its related GS VI co-investment funds, ValueAct Capital Master Fund, L.P. and Parthenon Investors II, L.P.

“Standard Securitization Undertakings”: representations, warranties, covenants, repurchase obligations and indemnities entered into by a Group Member which are customary for a seller or servicer of assets transferred in connection with a Securitization.

“Subsidiary”: as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of the Borrower; provided, however, all such references to “Subsidiary” or to “Subsidiaries” shall not include any Securitization Subsidiary.

“Subsidiary Guarantor”: each Subsidiary of the Borrower other than any Excluded Subsidiary and any Foreign Subsidiary.

“Swingline Commitment Amount”: $75,000,000.

“Swingline Lender”: LaSalle Bank National Association, in its capacity as the lender of Swingline Loans.

“Swingline Loans”: as defined in Section 3.3(a).

“Swingline Participation Amount”: as defined in Section 3.4(c).

“Syndication Agent”: as defined in the preamble to this Agreement.

“Term Commitment”: as to any Lender, the obligation of such Lender, if any, to make the Initial Term Loan to the Borrower hereunder in a principal amount not to exceed the amount set forth in the Addendum or Assignment and Acceptance by which such Lender became a party to this Agreement, as the same may be changed from time to time pursuant to the terms hereof. The original aggregate amount of the Term Commitments as of the Closing Date is $1,565,000,000.

“Term Lender”: each Lender that has a Term Commitment or that holds a Term Loan.

“Term Loans”: the Initial Term Loans and all Incremental Term Loans (if any), taken together as a single class.

31

“Term Percentage”: as to any Term Lender at any time, the percentage which such Lender’s Term Commitment then constitutes of the aggregate Term Commitments (or, at any time after the funding of the Term Loans, the percentage which the aggregate principal amount of such Lender’s Term Loans then outstanding constitutes of the aggregate principal amount of the Term Loans then outstanding).

“Test Date”: at any time, the last day of the most recent fiscal quarter for which the Borrower’s consolidated annual or quarterly financial statements are then available.

“Third Party Assignee” as defined in Section 11.6.

“Total Revolving Commitments”: at any time, the aggregate amount of the Revolving Commitments then in effect.

“Total Revolving Extensions of Credit”: at any time, the aggregate amount of the Revolving Extensions of Credit outstanding at such time.

“Transaction Costs”: shall mean the fees, costs and expenses (including all expenses related to management bonuses, severance payments or other employee related costs and expenses) payable by Holdings or any of its Subsidiaries in connection with the transactions contemplated by the Acquisition Documentation, the Loan Documents, the Indentures and any related agreements.

“Transferee”: any Assignee or Participant.

“Type”: as to any Loan, its nature as a Base Rate Loan or a Eurodollar Loan.

“United States”: the United States of America.

“Unsecured Notes”: notes outstanding under the Indentures.

“Weighted Average Life to Maturity”: when applied to any Indebtedness at any date, the number of years obtained by dividing: (a) the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (b) the then outstanding principal amount of such Indebtedness.

“Wholly Owned Subsidiary”: as to any Person, any other Person all of the Capital Stock of which (other than directors’ qualifying shares required by law or de minimis shares held by nominees or others as required by law) is owned by such Person directly and/or through other Wholly Owned Subsidiaries.

“Wholly Owned Subsidiary Guarantor”: any Subsidiary Guarantor that is a Wholly Owned Subsidiary of the Borrower.

1.2. Other Definitional Provisions. (a) Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings when used in the other Loan Documents or any certificate or other document made or delivered pursuant hereto or thereto.

32

(b) As used herein and in the other Loan Documents, and any certificate or other document made or delivered pursuant hereto or thereto, (i) accounting terms relating to any Group Member not defined in Section 1.1 and accounting terms partly defined in Section 1.1, to the extent not defined, shall have the respective meanings given to them under GAAP, (ii) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (iii) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties of every type and nature and (iv) references to agreements or other Contractual Obligations shall, unless otherwise specified, be deemed to refer to such agreements or Contractual Obligations as amended, supplemented, restated or otherwise modified from time to time (subject to any applicable restrictions hereunder).

(c) The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, Schedule and Exhibit references are to this Agreement unless otherwise specified.

(d) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

(e) The expressions “payment in full,” “paid in full” and any other similar terms or phrases when used herein with respect to any Obligation shall mean the payment in full of such Obligation in cash in immediately available funds.

SECTION 2. AMOUNT AND TERMS OF TERM COMMITMENTS

2.1. Term Commitments. Subject to the terms and conditions hereof, each Term Lender severally agrees to make an initial term loan (the “Initial Term Loan”) to the Borrower on the Closing Date in an amount not to exceed the amount of the Term Commitment of such Lender. The Initial Term Loans shall be either Eurodollar Loans or Base Rate Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 4.3.

2.2. Procedure for the Initial Term Loan Borrowing. The Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 1:00 p.m., New York City time, (a) one Business Day prior to the anticipated Closing Date in the case of Base Rate Loans and (b) three Business Days prior to the anticipated Closing Date in the case of Eurodollar Loans requesting that the Term Lenders make the Initial Term Loans on the Closing Date and specifying the amount to be borrowed. Upon receipt of such notice the Administrative Agent shall promptly notify each Term Lender thereof. Not later than 1:00 p.m., New York City time, on the Closing Date, each Term Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the Initial Term Loan or Initial Term Loans to be made by such Lender. The Administrative Agent shall credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Term Lenders in immediately available funds.

2.3. Repayment of Initial Term Loans. The Initial Term Loan of each Term Lender shall mature and be payable in full on the date that is six and one-half years after the Closing Date and shall be repayable prior to that date in consecutive quarterly installments, each of which shall be in an amount equal to such Lender’s Term Percentage of 0.25% of the aggregate Initial Term Loans, due commencing on September 30, 2007 and continuing on the last day of each consecutive March, June, September and December thereafter.

33

2.4. Increase in Term Commitments. (a) The Borrower from time to time may, by written notice to the Administrative Agent, request Incremental Term Commitments in an amount not to exceed the Incremental Term Amount from Lenders or other Persons reasonably acceptable to the Administrative Agent willing to provide such Incremental Term Commitments. The notice shall set forth (i) the amount of the Incremental Term Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $20,000,000 or equal to the remaining Incremental Term Amount), (ii) the date on which such Incremental Term Commitments are requested to be made, (iii) any requested differences between the Incremental Term Loans and the existing Term Loans (which shall not be effective until set forth in an executed Incremental Commitment Agreement), provided, that in any event (A) the Weighted Average Life to Maturity of all Incremental Term Loans shall be no shorter than the Weighted Average Life to Maturity of the Initial Term Loans at the time of the borrowing of such Incremental Term Loan, and (B) the maturity date of any Incremental Term Loans shall be no shorter than the final maturity of the Initial Term Loans, and (iv) whether such Incremental Term Loans are to have the same interest rate margin as the Initial Term Loans or whether such Incremental Term Loans are to have a different interest rate margin than the Initial Term Loans (“Other Term Loans”). All Incremental Term Loans (including Other Term Loans) shall be made on substantially identical terms as the Initial Term Loans, except as set forth in any applicable Incremental Commitment Agreement, and, in the case of Other Term Loans, with respect to the interest rate margin applicable thereto. No Agent or Lender shall be obligated to deliver or fund any Incremental Term Commitment.

(b) No Incremental Term Commitment shall be effective unless the Borrower delivers to the Administrative Agent an Incremental Commitment Agreement executed and delivered by the Loan Parties and the proposed Incremental Term Lenders and such other documentation relating thereto as the Administrative Agent may reasonably request. Each Incremental Commitment Agreement shall, upon due execution, constitute a Loan Document and, to the extent set forth therein, an amendment of this Agreement, and such amendment shall be effective when and as set forth therein and need not be executed, delivered or consented to by any other Agent or Lender. In addition, each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Commitment Agreement, this Agreement shall be amended automatically without the consent of any Lender to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loans. Any such amendment may be memorialized in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto.

(c) The Administrative Agent shall promptly notify each Lender whenever any Incremental Term Commitment becomes effective.

(d) No Incremental Commitment Agreement shall become effective unless the Administrative Agent has received (i) a certificate executed by a Responsible Officer of the Borrower to the effect that no Event of Default has occurred and is continuing, and (ii) such additional Security Documents, legal opinions, board resolutions, certificates and other documentation as may be required by such Incremental Commitment Agreement or reasonably requested by the Administrative Agent.

(e) Each Incremental Commitment Agreement shall contain representations and warranties by the Borrower substantially in the form of those made by the Borrower in this Agreement, except for any exceptions, disclosures or modifications reasonably acceptable to the Administrative Agent, the Borrower and the Incremental Term Lender(s) making an Incremental Term Loan pursuant to such Incremental Commitment Agreement.

(f) In connection with any Incremental Term Commitments pursuant to Section 2.4, at the direction and as reasonably requested by Administrative Agent to ensure the continuing

34

priority of the Lien of the Mortgages as security for the Loans, (A) the Borrower or Loan Party party to the Mortgages shall enter into, and deliver to the Administrative Agent a mortgage modification or new Mortgage in proper form for recording in the relevant jurisdiction and in a form reasonably satisfactory to the Administrative Agent (such Mortgage or mortgage modification, the “Modification”), and (B) Borrower shall deliver, or cause the title company or local counsel, as applicable, to deliver, to the Administrative Agent and/or all other relevant third parties local counsel opinions, an endorsement to the relevant title policies, date down(s) or other documents, instruments or evidence of the continuing priority of the Lien of the Mortgages as security for the Loans, each in form and substance reasonably satisfactory to Administrative Agent.

SECTION 3. AMOUNT AND TERMS OF REVOLVING COMMITMENTS

3.1. Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans (“Revolving Loans”) to the Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Revolving Extensions of Credit then outstanding, does not exceed the amount of such Lender’s Revolving Commitment. Revolving Loans that are repaid may be reborrowed during the Revolving Commitment Period, subject to the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or Base Rate Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 3.2 and 4.3.

(b) The Borrower shall repay all outstanding Revolving Loans on the Revolving Termination Date.

3.2. Procedure for Revolving Loan Borrowing. The Borrower may borrow under the Revolving Commitments during the Revolving Commitment Period on any Business Day; provided that the Borrower shall give the Administrative Agent irrevocable notice, which must be received by the Administrative Agent prior to 1:00 p.m., New York City time, (a) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) one Business Day prior to the requested Borrowing Date, in the case of Base Rate Loans and which shall specify (i) the amount and Type of Revolving Loans to be borrowed, (ii) the requested Borrowing Date and (iii) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Each borrowing under the Revolving Commitments shall be in an amount equal to (x) in the case of Base Rate Loans, $1,000,000 or a whole multiple thereof and (y) in the case of Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Revolving Lender thereof. Each Revolving Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the Funding Office prior to 12:00 Noon, New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such amounts will then be made available to the Borrower by the Administrative Agent crediting an account of the Borrower maintained by the Administrative Agent, in like amounts and funds as received by the Administrative Agent.

3.3. Swingline Commitment. (a) Subject to the terms and conditions hereof, the Swingline Lender agrees to make a portion of the credit otherwise available to the Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (“Swingline Loans”) to the Borrower notwithstanding that after making a requested Swingline Loan, the sum of (i) the Swingline Lender’s aggregate principal amount of all Revolving Loans, (ii) Revolving Percentage of the L/C Obligations and (iii) all outstanding Swingline Loans may exceed the Swingline Lender’s Revolving Commitment; provided, that (i) the aggregate principal amount of

35

Swingline Loans outstanding at any time shall not exceed the Swingline Commitment Amount, (ii) the Borrower shall not request any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero, and (iii) the Swingline Lender shall not be required to make any Swingline Loans under this Section 3.3 at any time when an Event of Default has occurred and is continuing. Subject to the foregoing, Swingline Loans may be repaid and reborrowed from time to time.

(b) Swingline Loans shall be Base Rate Loans only.

(c) The Borrower shall repay all outstanding Swingline Loans (i) on each Borrowing Date for Revolving Loans, (ii) on the Revolving Termination Date, (iii) on a weekly basis as determined by the Swingline Lender and (iv) on demand by the Swingline Lender at any time when an Event of Default has occurred and is continuing.

3.4. Procedure for Swingline Borrowing; Refunding of Swingline Loans. (a) Whenever the Borrower desires that the Swingline Lender make Swingline Loans it shall give the Swingline Lender irrevocable telephonic notice confirmed promptly in writing (which telephonic notice must be received by the Swingline Lender not later than 1:00 P.M., New York City time, on the proposed Borrowing Date), specifying (i) the amount to be borrowed and (ii) the requested Borrowing Date (which shall be a Business Day during the Revolving Commitment Period) and such notice shall constitute certification by the Borrower to the Swingline Lender that the unused portion of the Revolving Facility is greater than or equal to the Swingline Loans and the Swingline Lender shall be entitled to rely conclusively on such certification. Each borrowing of Swingline Loans shall be in an amount equal to $100,000 or a whole multiple of $100,000 in excess thereof. Not later than 3:00 P.M., New York City time, on the Borrowing Date specified in a notice in respect of Swingline Loans, the Swingline Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the amount of the Swingline Loan to be made by the Swingline Lender. The Administrative Agent shall make the proceeds of such Swingline Loan available to the Borrower on such Borrowing Date by depositing such proceeds in the account of the Borrower with the Administrative Agent on such Borrowing Date in immediately available funds.

(b) The Swingline Lender may at any time, on behalf of the Borrower (which hereby irrevocably authorizes the Swingline Lender to do so), request a borrowing of Revolving Loans in an amount equal to the aggregate outstanding Swingline Loans and apply the proceeds of such borrowing to the repayment of the Swingline Loans. Each Revolving Lender agrees to fund its Revolving Percentage of any such borrowing so requested in immediately available funds, not later than 10:00 a.m., New York City time, on the first Business Day after the date of such borrowing is requested. The proceeds of such Revolving Loans shall immediately be made available by the Administrative Agent to the Swingline Lender for application to the repayment of Swingline Loans. The Borrower agrees to pay, and irrevocably authorizes the Swingline Lender and Administrative Agent to charge the Borrower’s accounts with the Swingline Lender or Administrative Agent as necessary to pay, all outstanding Swingline Loans to the extent amounts received from the Revolving Lenders upon any such request are not sufficient to repay the outstanding Swingline Loans.

(c) If the Swingline Lender at any time determines that it is precluded from making a request for a borrowing of Revolving Loans pursuant to Section 3.4(b), whether by reason of the occurrence of a Default described in Section 9(f) or otherwise for any reason, each Revolving Lender hereby purchases from the Swingline Lender an undivided participating interest in the then outstanding Swingline Loans (a “Swingline Participation Amount”) and shall promptly upon demand of the Swingline Lender complete such purchase at par by paying to the Swingline Lender an amount equal to such Revolving Lender’s Revolving Percentage of the aggregate outstanding Swingline Loans.

36

(d) Whenever, at any time after the Swingline Lender has received from any Revolving Lender such Lender’s Swingline Participation Amount, the Swingline Lender receives any payment on account of the Swingline Loans, the Swingline Lender will distribute to such Lender its Swingline Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Lender’s pro rata portion of such payment if such payment is not sufficient to pay the principal of and interest on all Swingline Loans then due); provided, that if any such payment is required to be returned, such Revolving Lender will return to the Swingline Lender any portion thereof previously distributed to it by the Swingline Lender.

(e) Each Revolving Lender’s obligation to make the Loans referred to in Section 3.4(b) and to purchase participating interests pursuant to Section 3.4(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Revolving Lender or the Borrower may have against the Swingline Lender, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of any Default or the failure to satisfy any of the conditions specified in Section 6; (iii) any adverse change in the condition (financial or otherwise) of the Borrower; (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other Revolving Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

3.5. Commitment Fees, etc. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee for the period from and including the Closing Date to the last day of the Revolving Commitment Period, computed at the Commitment Fee Rate on the average daily amount of the Available Revolving Commitment of such Lender during the period for which payment is made, payable quarterly in arrears on the last day of each March, June, September and December and on the Revolving Termination Date, commencing on the first of such dates to occur after the Closing Date.

(b) The Borrower agrees to pay to the Agents the fees in the amounts and on the dates agreed to in writing by the Borrower and the Administrative Agent.

3.6. Termination or Reduction of Revolving Commitments. The Borrower shall have the right, upon not less than three Business Days’ notice to the Administrative Agent, to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments; provided that no such termination or reduction of Revolving Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans and Swingline Loans made on the effective date thereof, the Total Revolving Extensions of Credit would exceed the Total Revolving Commitments. Any such reduction shall be in an amount equal to $500,000, or a whole multiple thereof or the Total Revolving Commitment, and shall reduce permanently the Revolving Commitments then in effect.

3.7. Letter of Credit Subcommitment. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a), agrees to issue, on a sight basis, letters of credit (“Letters of Credit”) for the account of the Borrower on any Business Day at any time and from time to time during the Revolving Commitment Period, in such form as may be approved from time to time by the Issuing Lender; provided, that the

37

Issuing Lender shall have no obligation to cause any Letter of Credit to be issued if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Subcommitment Amount or (ii) the aggregate amount of the Available Revolving Commitments would be less than zero. Each Letter of Credit shall be denominated in Dollars and expire no later than the earlier of (i) the first anniversary of its date of issuance and (ii) the date that is ten days prior to the Revolving Termination Date; provided that any Letter of Credit with a one-year term may provide, with the consent of the Issuing Lender, for the automatic renewal thereof for additional periods of up to one year (which shall in no event extend beyond the date referred to in clause (ii) above). If, as of the Revolving Termination Date, any Letter of Credit for any reason remains outstanding, the Borrower shall, in each case, immediately Cash Collateralize the then outstanding amount of all Letters of Credit; provided, that all such Cash Collateral or Backstop L/Cs (each as defined below) shall be denominated in Dollars. “Cash Collateralize” shall mean to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Issuing Lender and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances of deposit accounts under the sole dominion and control of the Administrative Agent on terms satisfactory to the Administrative Agent in an amount equal to 103% of the total amount then available under the applicable Letters of Credit (“Cash Collateral”) or one or more backstop letters of credit in form and substance acceptable to, and issued by financial institutions reasonably acceptable to the Issuing Lender and the Administrative Agent (each such letter of credit, a “Backstop L/C”) pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the Issuing Lender (which documents are hereby consented to by the Lenders). Derivatives of such above defined terms shall have corresponding meanings.

(b) Issuing Lender shall not at any time be obligated to cause any Letter of Credit to be issued hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

3.8. Procedure for Issuance of Letter of Credit. (a) The Borrower may from time to time request that the Issuing Lender issue a Letter of Credit by delivering to the Issuing Lender at its address for notices specified herein an Application therefor, completed to the reasonable satisfaction of the Issuing Lender, and such other certificates, documents and other papers and information as the Issuing Lender may reasonably request. Upon receipt of any Application, the Issuing Lender will notify the Administrative Agent of the amount, the beneficiary and the requested expiration of the requested Letter of Credit, and upon receipt of confirmation from the Administrative Agent that after giving effect to the requested issuance, the Available Revolving Commitments would not be less than zero, the Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith to be processed in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall the Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lender and the Borrower. The Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower (with a copy to the Administrative Agent) promptly following the issuance thereof. The Issuing Lender shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof).

(b) The making of each request for a Letter of Credit by the Borrower shall be deemed to be a representation and warranty by the Borrower that such Letter of Credit may be issued in accordance with, and will not violate the requirements of, Section 3.7(a) or any Requirement of Law applicable to the Loan Parties. Unless the Issuing Lender has received notice from the Administrative Agent before it issues a Letter of Credit that one or more of the applicable conditions specified in Section 6.2 are not satisfied, or that the issuance of such Letter of Credit would violate Section 3.7, then the Issuing Lender may issue the requested Letter of Credit for the account of the Borrower in accordance with its usual and customary practices.

38

3.9. Fees and Other Charges. (a) The Borrower will pay a fee on the face amount of all outstanding Letters of Credit at a per annum rate equal to the Applicable Margin then in effect with respect to Eurodollar Loans under the Revolving Facility less the fronting fee set forth in the succeeding sentence, shared ratably among the Revolving Lenders and payable quarterly in arrears on each L/C Fee Payment Date after the issuance date. In addition, the Borrower shall pay to the Issuing Lender for its own account a fronting fee on the undrawn and unexpired amount of each Letter of Credit computed at the rate of 0.25% per annum and payable quarterly in arrears on each L/C Fee Payment Date.

(b) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for such normal and customary costs and expenses as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit.

3.10. L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent upon demand of the Issuing Lender an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. The Administrative Agent shall promptly forward such amounts to the Issuing Lender.

(b) If any amount required to be paid by any L/C Participant to the Administrative Agent for the account of the Issuing Lender pursuant to Section 3.10(a) in respect of any unreimbursed portion of any payment made by Issuing Lender under any Letter of Credit is paid to the Administrative Agent for the account of the Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to the Administrative Agent for the account of the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.10(a) is not made available to the Administrative Agent for the account of the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Base Rate Loans under the Revolving Facility. A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error.

(c) Whenever, at any time after the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.10(a), the Administrative Agent or the Issuing Lender receives any payment

39

related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Administrative Agent or the Issuing Lender, as the case may be, will distribute to such L/C Participant its pro rata share thereof; provided, that if any such payment received by Administrative Agent or the Issuing Lender, as the case may be, shall be required to be returned by the Administrative Agent or the Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of the Issuing Lender the portion thereof previously distributed to such L/C Participant.

3.11. Reimbursement Obligation of the Borrower. The Borrower agrees to reimburse the Issuing Lender on the same Business Day on which the Issuing Lender notifies the Borrower of the date and amount of a draft presented under any Letter of Credit paid by the Issuing Lender or on the next Business Day, if such notice is received any time after 11:00 a.m., New York time on such Business Day for the amount of such draft so paid. Each such payment shall be made to the Issuing Lender at its address for notices referred to herein in Dollars and in immediately available funds. Interest shall be payable on any such amounts from the date on which the relevant draft is paid until payment in full at the rate set forth in (i) until the Business Day next succeeding the date of the relevant notice, Section 4.5(b) and (ii) thereafter, Section 4.5(c).

3.12. Obligations Absolute. The Borrower’s obligations under Section 3.11 shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that the Borrower may have or have had against the Issuing Lender, any beneficiary of a Letter of Credit or any other Person. The Borrower also agrees with the Issuing Lender that the Issuing Lender shall not be responsible for, and the Borrower’s Reimbursement Obligations under Section 3.11 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such transferee. The Issuing Lender shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Issuing Lender or any Related Person. The Borrower agrees that any action taken or by the Issuing Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconduct and in accordance with the standards of care specified in the Uniform Commercial Code of the State of New York, shall be binding on the Borrower and shall not result in any liability of the Issuing Lender to the Borrower.

3.13. Letter of Credit Payments. If any draft shall be presented for payment under any Letter of Credit, the Issuing Lender shall promptly notify the Borrower of the date and amount thereof. The responsibility of the Issuing Lender to the Borrower in connection with any draft presented for payment under any Letter of Credit shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to causing the Issuing Lender to determine that the documents (including each draft) delivered under such Letter of Credit in connection with such presentment are substantially in conformity with such Letter of Credit.

3.14. Applications. To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Section 3, the provisions of this Section 3 shall apply.

40

SECTION 4. GENERAL PROVISIONS APPLICABLE

TO LOANS AND LETTERS OF CREDIT

4.1. Optional Prepayments. (a) The Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 1:00 p.m., New York City time, three Business Days prior thereto in the case of Eurodollar Loans and no later than 1:00 p.m., New York City time, one Business Day prior thereto in the case of Base Rate Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or Base Rate Loans; provided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 4.11. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein (provided, that a notice of prepayment of all outstanding Loans may state that such notice is conditioned upon the effectiveness of other credit facilities or other financing, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfied), together with (except in the case of Revolving Loans that are Base Rate Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount of $500,000 or a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereof.

(b) Any optional prepayments of the Term Loans shall be credited to the remaining scheduled installments thereof as specified by the Borrower or, if not specified, pro rata to the remaining installments.

4.2. Mandatory Prepayments. (a) If at any time after the Closing Date any Group Member (other than Holdings) receives any Net Cash Proceeds from the Incurrence of any Indebtedness (other than Excluded Indebtedness) or the issuance of any Disqualified Capital Stock, the Borrower shall prepay the Term Loans on the date of such receipt in an amount equal to 100% of such Net Cash Proceeds.

(b) If at any time after the Closing Date any Group Member receives any Net Cash Proceeds from any Asset Sale or Recovery Event in an amount exceeding $20,000,000 in any fiscal year, then, unless a Reinvestment Notice shall be delivered in respect thereof, the Borrower shall prepay the Term Loans on the third Business Day following the date of such receipt in an amount equal to 100% of such Net Cash Proceeds. If a Reinvestment Notice has been delivered in respect of any Asset Sale or Recovery Event, then on each Reinvestment Prepayment Date relating thereto, the Borrower shall prepay the Term Loans in an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event.

(c) If, for any fiscal year of the Borrower commencing with the fiscal year ending on or about December 31, 2008, there is any Excess Cash Flow, the Borrower shall prepay the Term Loans in an amount equal to the ECF Percentage of such Excess Cash Flow on or before the 105^th day following the end of such fiscal year.

(d) If at any time after the Closing Date, any Group Member receives any Specified Securitization Proceeds, (i) the Borrower shall prepay the Term Loans on the third Business Day following the date of such transaction in an amount equal to 50% of the Net Cash Proceeds thereof and (ii) unless a Reinvestment Notice shall be delivered in respect of the remaining 50% of such Net Cash

41

Proceeds, the Borrower shall further prepay the Term Loans on the third Business Day following the date of such transaction in an amount equal to the remaining 50% of such Net Cash Proceeds, and if such a Reinvestment Notice has been delivered, then on each Reinvestment Prepayment Date relating thereto, the Borrower shall prepay the Term Loans in an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event.

(e) If at any time after the Closing Date any Group Member enters into any sale-leaseback transaction permitted by Section 8.11, (i) the Borrower shall prepay the Term Loans on the third Business Day following the date of such transaction in an amount equal to 50% of the Net Cash Proceeds thereof and (ii) unless a Reinvestment Notice shall be delivered in respect of the remaining 50% of such Net Cash Proceeds, the Borrower shall further prepay the Term Loans on the third Business Day following the date of such transaction in an amount equal to the remaining 50% of such Net Cash Proceeds, and if such a Reinvestment Notice has been delivered, then on each Reinvestment Prepayment Date relating thereto, the Borrower shall prepay the Term Loans in an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event.

(f) If at any time after the Closing Date, the aggregate Revolving Extensions of Credit then outstanding exceed the Revolving Commitments then in effect, the Borrower (without notice or demand) shall immediately prepay outstanding Swingline Loans or Revolving Loans (or, if no Swingline Loans or Revolving Loans are outstanding, Cash Collateralize outstanding Letters of Credit) in an amount sufficient to eliminate any such excess.

(g) Mandatory prepayments of Term Loans shall be applied first to Base Rate Loans to the full extent thereof and then to Eurodollar Loans and shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Each such prepayment shall be credited to prepay in direct order of maturity the unpaid amounts due on the next eight scheduled quarterly installments of the Term Loans and thereafter to the remaining scheduled quarterly installments of the Term Loans on a pro rata basis.

4.3. Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to Base Rate Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 noon, New York City time, on the Business Day preceding the proposed conversion date, provided, that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate Loans to Eurodollar Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 1:00 p.m., New York City time, on the second Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefore), provided that no Base Rate Loan under a particular Facility may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions. If the Borrower requests a conversion to Eurodollar Loans in any such notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

(b) Any Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans, provided, that no Eurodollar Loan under a particular Facility may be continued as such when any Event of Default has

42

occurred and is continuing and the Administrative Agent has or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such continuations, and provided, further, that if the Borrower shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Loans shall be automatically converted to Base Rate Loans on the last day of such then expiring Interest Period. So long as no Event of Default has occurred and is continuing, if the Borrower requests a continuation of Eurodollar Loans in any such notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

4.4. Limitations on Eurodollar Tranches. Notwithstanding anything to the contrary in this Agreement, all borrowings, conversions and continuations of Eurodollar Loans hereunder and all selections of Interest Periods hereunder shall be in such amounts and be made pursuant to such elections so that, (a) after giving effect thereto, the aggregate principal amount of the Eurodollar Loans comprising each Eurodollar Tranche shall be equal to $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (b) no more than fifteen Eurodollar Tranches shall be outstanding at any one time.

4.5. Interest Rates and Payment Dates. (a) Each Eurodollar Loan shall bear interest on the outstanding principal amount thereof for each day during each Interest Period with respect thereto at a rate per annum equal to the Eurodollar Rate determined for such day plus the Applicable Margin.

(b) Each Base Rate Loan shall bear interest on the outstanding principal amount thereof at a rate per annum equal to the Base Rate plus the Applicable Margin.

(c) (i) If any portion of the principal of any Loan or Reimbursement Obligation is not paid when due (whether at the stated maturity, by acceleration or otherwise), such portion of such principal shall bear interest at a rate per annum equal to (x) in the case of the Loans, the rate that would otherwise be applicable thereto pursuant to Section 4.5(a) or 4.5(b) plus 2% per annum or (y) in the case of Reimbursement Obligations, the rate applicable to Base Rate Loans under the Revolving Facility plus 2% per annum and (ii) if all or a portion of any interest payable on any Loan or Reimbursement Obligation or any commitment fee or other amount payable hereunder is not paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue amount shall bear interest at a rate per annum equal to the rate then applicable to Base Rate Loans under the relevant Facility plus 2% per annum (or, in the case of any such other amounts that do not relate to a particular Facility, the rate then applicable to Base Rate Loans under the Revolving Facility plus 2% per annum), in each case, with respect to both clause (i) and clause (ii) above, from the date of such non-payment until such amount is paid in full (as well after as before judgment).

(d) Interest shall be payable in arrears on each Interest Payment Date, provided that interest accruing pursuant to paragraph (c) of this Section shall be payable from time to time on demand.

4.6. Computation of Interest and Fees. (a) Interest and fees payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed, except that, with respect to Base Rate Loans the rate of interest on which is calculated on the basis of the Prime Rate, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the Base Rate or the Eurocurrency Reserve Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent

43

shall as soon as practicable notify the Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate. Interest shall accrue on each Loan for each day on which it is made or outstanding, except the day on which it is repaid unless it is repaid on the same day that it was made.

(b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower, deliver to the Borrower a statement showing the quotations used by the Administrative Agent in determining any interest rate pursuant to Section 4.5(a).

4.7. Inability to Determine Interest Rate. If prior to the first day of any Interest Period:

(a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower absent manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or

(b) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period,

the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (x) any Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as Base Rate Loans (provided, that the Borrower may rescind such request promptly after receipt of such notice), (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as Base Rate Loans and (z) any outstanding Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to Base Rate Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert Loans under the relevant Facility to Eurodollar Loans.

4.8. Pro Rata Treatment and Payments. (a) Each borrowing by the Borrower from the Lenders hereunder, each payment by the Borrower on account of any commitment fee and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Term Percentages or Revolving Percentages, as the case may be of the relevant Lenders.

(b) Each payment (including each prepayment) by the Borrower on account of principal of and interest on the Term Loans shall be made pro rata according to the respective outstanding principal amounts of the Term Loans then held by the Term Lenders. Amounts prepaid on account of the Term Loans may not be reborrowed.

(c) Each payment (including each prepayment) by the Borrower on account of principal of and interest on the Revolving Loans shall be made pro rata according to the respective outstanding principal amounts of the Revolving Loans then held by the Revolving Lenders.

44

(d) All payments (including prepayments) to be made by the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without setoff or counterclaim and shall be made prior to 1:00 p.m., New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Funding Office, in Dollars and in immediately available funds. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension.

(e) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its share of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon at a rate equal to the greater of (i) the Federal Funds Effective Rate and (ii) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this paragraph shall be conclusive in the absence of manifest error. If such Lender’s share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days of such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to Base Rate Loans under the relevant Facility, on demand, from the Borrower.

(f) Unless the Administrative Agent shall have been notified in writing by the Borrower prior to the date of any payment due to be made by the Borrower hereunder that the Borrower will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrower is making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrower within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrower.

4.9. Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof, or compliance by any Lender with any request or directive whether or not having the force of law from any central bank or other Governmental Authority made subsequent to the date such Lender becomes a party hereto:

(i) shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any Application or any Eurodollar Loan made by it, or change

45

the basis of taxation of payments to such Lender in respect thereof (except for (A) changes in the rate of net income taxes, capital taxes, branch taxes, franchise taxes (imposed in lieu of income taxes) and net worth taxes (imposed in lieu of income taxes) and (B) Non-Excluded Taxes, provided that this provision shall not affect any obligation of the Borrower under Section 4.10);

(ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender that is not otherwise included in the determination of the Eurodollar Rate hereunder; or

(iii) shall impose on such Lender any other condition;

and the result of any of the foregoing is to increase the cost to such Lender, by an amount that such Lender reasonably deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans or issuing or participating in Letters of Credit, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the Borrower shall promptly pay such Lender, upon its written demand (accompanied by a certificate of the type described in clause (c) below), any additional amounts necessary to compensate such Lender for such increased cost or reduced amount receivable. If any Lender becomes entitled to claim any additional amounts pursuant to this paragraph, it shall promptly notify the Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled.

(b) If any Lender shall have reasonably determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy whether or not having the force of law from any Governmental Authority made subsequent to the date such Lender becomes a party hereto shall have the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder or under or in respect of any Letter of Credit to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy and such Lender’s desired return on capital) by an amount reasonably deemed by such Lender to be material, then from time to time, after submission by such Lender to the Borrower (with a copy to the Administrative Agent) of a written request (accompanied by a certificate of the type described in clause (c) below) therefor, the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such corporation for such reduction.

(c) A certificate as to any additional amounts payable pursuant to this Section 4.9 submitted by any Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. Notwithstanding anything to the contrary in this Section 4.9, the Borrower shall not be required to compensate a Lender pursuant to this Section 4.9 for any amounts incurred more than six months prior to the date that such Lender notifies the Borrower of such Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such six-month period shall be extended to include the period of such retroactive effect. The obligations of the Borrower pursuant to this Section 4.9 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

4.10. Taxes. (a) Except to the extent required under applicable law, all payments made under this Agreement or any other Loan Document shall be made free and clear of, and without

46

deduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding net income taxes, branch taxes, franchise taxes (imposed in lieu of net income taxes) and net worth taxes (imposed in lieu of net income taxes) imposed on any Agent or any Lender or its applicable lending office or any branch, as a result of a present or former connection between such Agent or such Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from such Agent or such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or any other Loan Document). If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings (“Non-Excluded Taxes”) or Other Taxes are required to be withheld from any amounts payable to any Agent or any Lender hereunder or any other Loan Document (or are required to be withheld or paid by such Agent or Lender) subject to Subsection 4.10(h), the amounts so payable to such Agent or such Lender shall be increased to the extent necessary to yield to such Agent or such Lender (after payment of all Non-Excluded Taxes and Other Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement or any other Loan Document, provided, however, that the Borrower shall not be required to increase any such amounts payable to any Lender or Agent with respect to any Non-Excluded Taxes (i) that are attributable to such Lender’s or Agent’s failure to comply (other than as a result of any change in any Requirement of Law) with the requirements of paragraph (d) or (e) of this Section 4.10 or (ii) that are United States withholding taxes imposed on amounts payable to such Lender or Agent at the time such Lender or Agent becomes a party to this Agreement, except to the extent that such Lender’s or Agent’s assignor (if any) was entitled, at the time of assignment to receive additional amounts from the Borrower with respect to the Non-Excluded Taxes pursuant to this paragraph (a) or (g).

(b) In addition, the Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(c) Whenever any Non-Excluded Taxes or Other Taxes are payable by or an account of the Borrower, as promptly as possible thereafter the Borrower shall send to the Administrative Agent for its own account or for the account of the relevant Agent or Lender, as the case may be, a certified copy of an original official receipt received by the Borrower showing payment thereof. If the Borrower fails to pay or cause to be paid any Non-Excluded Taxes or Other Taxes when due to the appropriate taxing authority or fails to remit or cause to be remitted to the Administrative Agent the required receipts or other required documentary evidence, the Borrower shall indemnify the Agents and the Lenders for any incremental taxes, interest or penalties that may become payable by any Agent or any Lender as a result of any such failure.

(d) Each Lender or Agent (or Transferee) that is not a “United States person” as defined in Section 7701(a)(30) of the Code (a “Non-U.S. Lender”) shall deliver to the Borrower and the Administrative Agent (or, in the case of a Participant, to the Lender from which the related participation shall have been purchased) two copies of either U.S. Internal Revenue Service Form W-8IMY and/or Form W-8BEN (claiming benefits of an applicable tax treaty) or Form W-8ECI, as applicable (or successor form) or, in the case of a Non-U.S. Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, a statement substantially in the form of Exhibit G and a Form W-8BEN, or any subsequent versions thereof or successors thereto, properly completed and duly executed by such Non-U.S. Lender claiming complete exemption from, or a reduced rate of, U.S. federal withholding tax on all payments by the Borrower under this Agreement and the other Loan Documents. Such forms shall be delivered by each Non-U.S. Lender on or before the date it becomes a party to this Agreement (or, in the case of any

47

Participant, on or before the date such Participant purchases the related participation). In addition, each Non-U.S. Lender shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered by such Non-U.S. Lender. Each Non-U.S. Lender shall promptly notify the Borrower at any time it determines that it is no longer in a position to provide any previously delivered certificate to the Borrower (or any other form of certification adopted by the U.S. taxing authorities for such purpose). Notwithstanding any other provision of this paragraph, a Non-U.S. Lender shall not be required to deliver any form pursuant to this paragraph that such Non-U.S. Lender is not legally able to deliver. Each Lender or Agent that is not a Non-U.S. Lender shall furnish an accurate and complete U.S. Internal Revenue Service Form W-9 (or successor form) establishing that such Lender or Agent is not subject to U.S. backup withholding, and to the extent it may lawfully do so at such times, provide a new Form W-9 (or successor form) upon the expiration or obsolescence of any previously delivered form.

(e) A Lender or Agent that is entitled to an exemption from or reduction of non-U.S. withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law and upon reasonable request in writing by the Borrower, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate, to the extent that such Lender or Agent is legally entitled to complete, execute and deliver such documentation and in such Lender’s or Agent’s reasonable judgment such completion, execution or submission would not materially prejudice the legal position of such Lender.

(f) If any Lender or Agent determines, in its reasonable discretion, that it has received a refund of any Non-Excluded Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 4.10, it shall promptly pay over such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 4.10 with respect to the Non-Excluded Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of such Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided, that the Borrower, upon the request of such Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to such Agent or such Lender in the event such Agent or such Lender is required to repay such refund to such Governmental Authority. This paragraph shall not be construed to require any Agent or any Lender to make available its tax returns (or any other information relating to its taxes which it deems confidential) to the Borrower or any other Person.

(g) Each Borrower and each Loan Party shall indemnify each Lender and the Administrative Agent within twenty (20) days after written demand therefor, for the full amount of any Non-Excluded Taxes or Other Taxes paid by Lender or Administrative Agent, as applicable, on or with respect to any payment by or on account of any obligation of such Borrower or such Loan Party hereunder (including Non-Excluded Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) and any reasonable expenses arising therefrom or with respect thereto, whether or not such Non-Excluded Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, that no Borrower or Loan Party shall be obligated to make payment to any Lender or the Administrative Agent, as applicable, pursuant to this Section 4.10(g) in respect of penalties, interest or other similar liabilities attributable to such Non-Excluded Taxes or Other Taxes if such penalties, interest or other similar liabilities are attributable to the gross negligence or willful misconduct of such Lender or the Administrative Agent, as the case may be, seeking indemnification. An original official receipt, or certified copy thereof, as to the amount of such payment, delivered to the applicable Borrower by a Lender or by the Agent on its own behalf or on behalf of any such Person, shall be conclusive absent manifest error.

48

(h) The agreements in this Section 4.10 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

(i) If a Lender or Agent changes its applicable lending office (other than with respect to the designation of a new lending office pursuant to a request by the Borrower under Section 4.12) or assigns its rights or sells participations therein and the effect of the change, assignment or participation, as of the date of the change, would be to cause the Borrower to become obligated to pay any additional amount under Section 4.9(a)(i) or 4.10, the Borrower shall not be obligated to pay such additional amount in excess of amounts the Borrower was obligated to pay prior to such change, assignment or participation.

4.11. Indemnity. The Borrower agrees to indemnify each Lender, upon its written request (which request shall set forth in reasonable detail the basis for requesting such compensation and the calculation of the amount of such compensation), for all losses, expenses and liabilities (including any loss, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its Eurodollar Loans but excluding loss of anticipated profits) that such Lender may sustain or incur as a consequence of (a) default by the Borrower in making a borrowing of, conversion into or continuation of Eurodollar Loans after the Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, (b) default by the Borrower in making any prepayment of or conversion from Eurodollar Loans after the Borrower has given a notice thereof in accordance with the provisions of this Agreement or (c) the making of a prepayment of Eurodollar Loans on a day that is not the last day of an Interest Period with respect thereto. Such indemnification may include an amount equal to the excess, if any, of (i) the amount of interest that would have accrued on the amount so prepaid, or not so borrowed, converted or continued, for the period from the date of such prepayment or of such failure to borrow, convert or continue to the last day of such Interest Period (or, in the case of a failure to borrow, convert or continue, the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Loans provided for herein (excluding, however, the Applicable Margin included therein, if any) over (ii) the amount of interest (as reasonably determined by such Lender) that would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the interbank eurodollar market. A certificate as to any amounts payable pursuant to this Section 4.11 submitted to the Borrower by any Lender shall be conclusive in the absence of manifest error. This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

4.12. Change of Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 4.9, 4.10(a) or 4.15 with respect to such Lender, it will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office for any Loans or Letters of Credit affected by such event with the object of avoiding the consequences of such event; provided, that such designation is made on terms that, in the sole judgment of such Lender, cause such Lender and its lending office(s) to suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 4.9, 4.10(a) or 4.15.

4.13. Replacement of Lenders. The Borrower may replace, with a replacement financial lender reasonably satisfactory to the Administrative Agent, any Lender that (a) requests payment of any amounts payable under Section 4.9, 4.10(a) or 4.15, (b) defaults in its obligation to make Loans

49

hereunder, or (c) declines to deliver any requested consent to a waiver, amendment or other modification of any provision of the Loan Documents that has been consented to by the Borrower, Administrative Agent, Required Lenders and, if otherwise required, Majority Facility Lenders, but only if (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default has occurred and is continuing at the time of such replacement, (iii) prior to any such replacement, such Lender has taken no action under Section 4.12 so as to eliminate the demand or condition giving rise to the Borrower’s replacement right, (iv) the replacement lender purchases, at par, all Loans and other amounts owing to the replaced Lender on or prior to the date of replacement and assumes all obligations of the replaced Lender under the Loan Documents in accordance with Section 11.6 (except that the Borrower shall pay the registration and processing fee referred to therein), (v) the Borrower compensates the replaced Lender under Section 4.11 if any Eurodollar Loan outstanding to the replaced Lender is purchased other than on the last day of the Interest Period relating thereto and (vi) the Borrower shall pay the replaced Lender all amounts payable under Section 4.9 or 4.10(a). Notwithstanding the foregoing, all rights and claims of the Borrower, Administrative Agent and Lenders against any replaced Lender that has defaulted in its obligation to make Loans hereunder shall be in all respects reserved and unaffected by the replacement of such Lender.

4.14. Evidence of Debt. (a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing Indebtedness of the Borrower to such Lender resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.

(b) The Administrative Agent, on behalf of the Borrower, shall maintain the Register pursuant to Section 11.6(b), and a subaccount therein for each Lender, in which shall be recorded (i) the amount of each Loan made hereunder and any Note evidencing such Loan, the Type of such Loan and each Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender’s share thereof.

(c) The entries made in the Register and the accounts of each Lender maintained pursuant to Section 4.14(a) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded, but the failure of any Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made to the Borrower by such Lender in accordance with the terms of this Agreement.

(d) The Borrower agrees that, upon the request to the Administrative Agent by any Lender, the Borrower will execute and deliver to such Lender a promissory note of the Borrower evidencing any Term Loans, Revolving Credit Loans or Swingline Loans, as the case may be, of such Lender, substantially in the forms of Exhibit H-1, H-2 or H-3, respectively, with appropriate insertions as to date and principal amount.

4.15. Illegality. Notwithstanding any other provision herein, if the adoption of or any change in any Requirement of Law or in the interpretation or application thereof shall make it unlawful for any Lender to make or maintain Eurodollar Loans as contemplated by this Agreement, (a) the commitment of such Lender hereunder to make Eurodollar Loans, continue Eurodollar Loans as such and convert Base Rate Loans to Eurodollar Loans shall forthwith be canceled and (b) such Lender’s Loans then outstanding as Eurodollar Loans, if any, shall be converted automatically to Base Rate Loans on the respective last days of the then current Interest Periods with respect to such Loans or within such earlier period as required by law. If any such conversion of a Eurodollar Loan occurs on a day which is not the last day of the then current Interest Period with respect thereto, the Borrower shall pay to such Lender such amounts, if any, as may be required pursuant to Section 4.11.

50

SECTION 5. REPRESENTATIONS AND WARRANTIES

To induce the Agents and the Lenders to enter into this Agreement and to make the Loans and issue or participate in the Letters of Credit, Holdings and the Borrower hereby jointly and severally represent and warrant to each Agent and each Lender that, unless otherwise specified, on and as of the Closing Date (except as provided in Section 6.2(b)(ii)) and on and as of each date as required by Section 6.2(b):

5.1. Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries together with the related consolidated statements of income as at on or about December 31, 2006 (the “Pro Forma Financial Statements”), copies of which have heretofore been furnished to each Lender party hereto as of the Closing Date, has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Acquisition and the Equity Contribution, (ii) the Loans to be made and the Unsecured Notes to be issued on or before the Closing Date and the use of proceeds thereof and (iii) the Transactions Costs. The Pro Forma Financial Statements have been prepared based on the best information available to the Borrower as of the date of delivery thereof and presents fairly in all material respects on a pro forma basis the estimated financial position of the Borrower and its consolidated Subsidiaries as at on or about December 31, 2006 assuming that the events specified in the preceding sentence had actually occurred at such date (except in each case for the effects of fair value adjustments to the acquired tangible and intangible assets and liabilities required by purchase accounting principles).

(b) The audited consolidated balance sheets and the related consolidated statements of income and of cash flows of (i) IAAI and its consolidated Subsidiaries as at on or about December 31, 2006, on or about December 31, 2005 and on or about December 31, 2004, reported on by and accompanied by an unqualified report from KPMG LLP, and (ii) ADESA and its consolidated Subsidiaries as at on or about December 31, 2006 reported on by and accompanied by an unqualified report from KPMG LLP, and as at on or about December 31, 2005 and on or about December 31, 2004, reported on by and accompanied by an unqualified report from PricewaterhouseCoopers LLP, in each case present fairly in all material respects the consolidated financial condition of IAAI and its consolidated Subsidiaries and ADESA and its consolidated Subsidiaries, as the case may be, as at such dates and their consolidated results of operations and consolidated cash flows for the fiscal years then ended. All such financial statements, including the related schedules and notes (if any) thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firms of accountants and disclosed therein). As of the Closing Date, no Group Member has any material Guarantee Obligations, contingent liabilities or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph other than as contemplated by the Loan Documents and Related Agreements. During the period from on or about December 31, 2006 to and including the Closing Date there has been no Disposition by IAAI or ADESA or any of their respective Subsidiaries of any material part of their respective business or property other than the Acquisition or pursuant to any Permitted Securitization.

5.2. No Change. As of the Closing Date, there has been no Company Material Adverse Effect since September 30, 2006. As of any date subsequent to the Closing Date, there has not been since December 31, 2006, any development or event that has had or would reasonably be expected to have a Material Adverse Effect.

51

5.3. Corporate Existence; Compliance with Law. Each Group Member (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the organizational power and authority, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or other organization and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification except to the extent the failure to be so qualified would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and (d) is in compliance with all Requirements of Law and Organizational Documents, except to the extent that the failure to comply therewith would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

5.4. Power; Authorization; Enforceable Obligations. Each Loan Party has the organizational power and authority, and the legal right, to make, deliver and perform the Loan Documents and the Related Agreements to which it is a party and, in the case of the Borrower, to obtain extensions of credit under this Agreement. Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents and Related Agreements to which it is a party and, in the case of the Borrower, to authorize the extensions of credit under this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the Acquisition, the extensions of credit hereunder or the execution, delivery, performance, validity or enforceability of the Loan Documents or Related Agreements except (i) consents, authorizations, filings and notices described in Schedule 5.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect except as specifically described in Schedule 5.4 and (ii) the filings referred to in Section 5.19. Each Loan Document and Related Agreement has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, each other Loan Document upon execution will constitute, and each Related Agreement constitutes, the legal, valid and binding obligation of each Loan Party party thereto, enforceable against such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

5.5. No Legal Bar. No execution, delivery and performance of the Loan Documents and, the issuance of Letters of Credit and the borrowings hereunder do not and will not violate in any material respect any Requirement of Law, Organizational Documents or any material Contractual Obligation of any Loan Party or result in or require the creation or imposition of any Lien on any property or revenues of any Loan Party in any material respect pursuant to any Requirement of Law, Organizational Documents or material Contractual Obligation (other than the Liens created by the Security Documents). The execution, delivery and performance of the Related Agreements and the use of the proceeds thereof do not and will not violate any Requirement of Law, Organizational Documents or any Contractual Obligation of any Loan Party or result in or require the creation or imposition of any Lien on any property or revenues of any Loan Party pursuant to any Requirement of Law, Organizational Documents or Contractual Obligation (other than the Liens created by the Security Documents) except, as in each case, has not had and would not reasonably be expected to have a Material Adverse Effect. No Group Member is subject to any Requirement of Law, Organizational Documents or Contractual Obligation that has had or would reasonably be expected to have a Material Adverse Effect.

52

5.6. Litigation. Except as set forth on Schedule 5.6, no litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of Holdings or the Borrower, threatened by or against any Group Member or against any of their respective properties or revenues (a) with respect to any of the Loan Documents or any of the transactions contemplated hereby or thereby, or (b) that would reasonably be expected to have a Material Adverse Effect.

5.7. No Default. No Group Member is in default under or with respect to any of its Contractual Obligations in any respect that would reasonably be expected to have a Material Adverse Effect. No Default or Event of Default has occurred and is continuing.

5.8. Ownership of Property; Liens. Each Loan Party has good and indefeasible title to the Mortgaged Properties, and to the knowledge of Holdings or the Borrower, has good and valid title to, or a valid leasehold interest in, all its other material property and none of such property is subject to any Lien except Permitted Liens.

5.9. Intellectual Property. Each Group Member owns, or is licensed to use, all material Intellectual Property necessary for the conduct of its business as currently conducted, except to the extent such failure to own or possess the right to use, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. Except as, in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect, (a) no material claim has been asserted and is pending by any Person challenging or questioning the use of any Intellectual Property or the validity or effectiveness of any Intellectual Property, nor does Holdings or the Borrower know of any valid basis for any such claim and (b) the use of Intellectual Property by each Group Member does not infringe on the rights of any Person in any material respect.

5.10. Taxes. Each Group Member has filed or caused to be filed all Federal and state income and other material tax returns that are required to be filed and has paid all material taxes due and payable by such Group Member or any assessments made against it or any of its property and all other material taxes, fees or other charges imposed on it or any of its property by any Governmental Authority (other than any taxes the amount or validity of which are currently being contested in good faith by appropriate proceedings (if any) and with respect to which reserves in conformity with GAAP have been provided on the books of the relevant Group Member); as of the Closing Date, no tax Lien has been filed, and, to the knowledge of Holdings and the Borrower, no claim is being asserted, with respect to any material tax, fee or other charge. No Group Member intends to treat the Loan, the Acquisition, or any other transaction contemplated hereby as being a “reportable transaction” (within the meaning of Treasury Regulation section 1.6011-4).

5.11. Federal Regulations. No part of the proceeds of any Loans, and no other extensions of credit hereunder, will be used for “buying” or “carrying” any “margin stock” within the respective meanings of each of the quoted terms under Regulation U as now and from time to time hereafter in effect or for any purpose that violates the provisions of the Regulations of the Board. If requested by any Lender or the Administrative Agent, the Borrower will furnish to the Administrative Agent and each Lender a statement to the foregoing effect in conformity with the requirements of FR Form G-3 or FR Form U-1, as applicable, referred to in Regulation U.

5.12. Labor Matters. Except as, in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect: (a) there are no strikes or other labor disputes against any Group Member pending or, to the knowledge of Holdings or the Borrower, threatened; (b) hours worked by and payment made to employees of each Group Member have not been in violation

53

of the Fair Labor Standards Act or any other applicable Requirement of Law dealing with such matters; and (c) all payments due from any Group Member on account of employee health and welfare insurance have been paid or accrued as a liability on the books of the relevant Group Member.

5.13. ERISA. Neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA) has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan for which any Group Member or Commonly Controlled Entity has a material unpaid liability, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code. No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by a material amount. No Group Member or Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a material liability under ERISA, and no Group Member or Commonly Controlled Entity would become subject to any material liability under ERISA if any Group Member or Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No such Multiemployer Plan is in Reorganization or Insolvent. No Group Member has any liability with respect to any employee benefit plan that is not subject to the laws of the United States or a political subdivision thereof that would reasonably be expected to result in a Material Adverse Effect.

5.14. Investment Company Act; Other Regulations. No Group Member is an “investment company”, or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended. No Loan Party is subject to regulation under any Requirement of Law or restriction under its Organizational Documents (other than Regulation X of the Board) that limits its ability to Incur Indebtedness under this Agreement or the Unsecured Notes.

5.15. Subsidiaries. Except as disclosed to the Administrative Agent by the Borrower in writing from time to time after the Closing Date, (a) Schedule 5.15 sets forth the name and jurisdiction of organization of each Subsidiary and, as to each such Subsidiary, the percentage of each class of Capital Stock owned by any Group Member and (b) there are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options granted to employees, former employees or directors and directors’ qualifying shares) of any nature relating to any Capital Stock of the Group Member other than Holdings, except as created by the Loan Documents.

5.16. Use of Proceeds. The proceeds of the Initial Term Loans and any Revolving Loans funded on the Closing Date shall be used first, to refinance in full the Existing Indebtedness and pay Transaction Costs and, thereafter, to finance a portion of the merger consideration for the Merger. Letters of Credit, Swingline Loans, proceeds of Revolving Loans made after the Closing Date and proceeds of any Incremental Term Loans may be used for working capital, Permitted Acquisitions or other general corporate purposes.

5.17. Environmental Matters. Except as, in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect:

(a) Except as listed on Schedule 5.17, the facilities and properties currently owned, leased or operated by any Group Member (the “Properties”) do not contain any Materials of Environmental Concern or contamination in amounts or concentrations or under circumstances that constitute, or could reasonably be expected to give rise to liability under, any Environmental Law;

54

(b) Except as listed on Schedule 5.17, no Group Member has received any written notice of violation, alleged violation, non-compliance or liability or potential liability, under Environmental Laws with regard to any of the Properties or any Group Member’s operation of any of the Properties or the business operated by any Group Member (the “Business”), nor does Holdings or the Borrower have knowledge that any such notice is likely to be received or is being threatened;

(c) the Group Members (i) hold all Environmental Permits (each of which is in full force and effect) required for the conduct of the business; and (ii) are in compliance with all of their Environmental Permits;

(d) Except as listed on Schedule 5.17, Materials of Environmental Concern have not been transported or disposed of by or on behalf of any Group Member from the Properties in violation of, or in a manner or to a location that would give rise to liability under, any Environmental Law, nor during any Group Member’s ownership or operation of the Properties or, to the knowledge of Holdings or the Borrower, at any formerly owned, leased or operated facilities or properties (“Former Properties”) have any Materials of Environmental Concern been generated, treated, stored or disposed of, released or threatened to be released at, on or under any of the Properties or Former Properties or otherwise in connection with the Business in violation of Environmental Law, or in a manner that could give rise to liability under, any applicable Environmental Law; and

(e) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of Holdings and the Borrower, threatened, under any Environmental Law to which any Group Member is or is reasonably likely to be named as a party with respect to the Properties or the Business, nor are there any consent decrees, consent orders, administrative orders or other orders, or other binding administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business.

5.18. Accuracy of Information, etc. No statement or information contained in this Agreement, any other Loan Document, the Confidential Information Memorandum or any other material document, certificate or statement furnished by or on behalf of any Group Member to the Administrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, taken as a whole, contained as of the date such statement, information, document or certificate was so furnished (or, in the case of the Confidential Information Memorandum, as of the Closing Date), any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein not materially misleading. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. As of the Closing Date, to the best knowledge of the Borrower, the representations and warranties contained in the Acquisition Documentation that are material to the Lenders are true and correct in all material respects (except those representations and warranties that refer solely to an earlier date, which representations and warranties shall be true and correct as of such earlier date), except to the extent that the failure of such representations and warranties to be so true and correct does not give rise to a right of Holdings or the Borrower to terminate their respective obligations under the Merger Agreement in accordance with the terms thereof. There is no fact known to any Loan Party that would reasonably be expected to have a

55

Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum or in any other documents, certificates and statements furnished to the Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents, taken as a whole.

5.19. Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds and products thereof, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement, to the extent provided therein, when financing statements, other filings specified on Schedule 4 to the Guarantee and Collateral Agreement in appropriate form are filed in the offices specified on Schedule 4 to the Guarantee and Collateral Agreement and the other actions described in Section 4.3 of the Guarantee and Collateral Agreement are completed, the Guarantee and Collateral Agreement shall be effective to create a perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case (to the extent provided therein) prior and superior in right to any other Person (except for Permitted Liens);

(b) Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds and products thereof, and when the Mortgages are filed in the offices specified therein, each such Mortgage shall constitute, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally, (to the extent provided therein) a perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case (except as expressly set forth therein) prior and superior in right to any other Person (except for Permitted Liens). Schedule 1.1 lists, as of the Closing Date, each parcel of owned real property (other than the Excluded Real Property) located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $4,000,000.

(c) When delivered and at all times thereafter, each Intellectual Property Security Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Intellectual Property Collateral described therein and the proceeds and products thereof, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally. Upon the filing of (i) each Intellectual Property Security Agreement in the appropriate indexes of the United States Patent and Trademark Office (the “PTO”) relative to United States patents and United States trademarks, and the United States Copyright Office relative to United States copyrights, if any, and the taking of appropriate actions with respect to Intellectual Property which is the subject of a registration or application outside the United States under applicable local laws, together with provision for payment of all requisite fees, and (ii) financing statements in appropriate form for filing in the offices specified on Schedule 4 of the Guarantee and Collateral Agreement, each Intellectual Property Security Agreement shall constitute (to the extent provided in the Guarantee and Collateral Agreement) a perfected Lien on, and security interests in, all right, title and interest of the Loan Parties in such Intellectual Property Collateral and the proceeds and products thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case (except as expressly set

56

forth therein) prior and superior in right to any other Person (except for Permitted Liens); provided that subsequent filings in the PTO and United States Copyright Office and actions under foreign law may be necessary with respect to registrations for Intellectual Property acquired by any Loan Party after the date hereof.

5.20. Solvency. The Loan Parties, on a consolidated basis, are, and after giving effect to the Acquisition and the Incurrence of all Indebtedness and obligations being Incurred in connection herewith and therewith will be, Solvent.

5.21. Regulation H. No Mortgage encumbers improved real property that is located in an area that has been identified by the Secretary of Housing and Urban Development as an area having special flood hazards and in respect of which the procurement of flood insurance is required by any Requirement of Law, unless such flood insurance has been obtained and is in full force and effect.

5.22. Certain Documents. The Borrower has delivered to the Administrative Agent a complete and correct copy of the Related Agreements, including any amendments, supplements or modifications with respect to any such Related Agreements.

5.23. Anti Terrorism Laws. No Group Member or any Affiliate of any Group Member is in violation of any Anti Terrorism Law or has engaged in or conspired to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or has attempted to violate, any of the prohibitions set forth in any Anti Terrorism Law. No Group Member or Affiliate of any Group Member is any of the following (each a “Blocked Person”):

(a) a Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224;

(b) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224;

(c) a Person or entity with which any bank or other financial institution is prohibited from dealing or otherwise engaging in any transaction by any Anti Terrorism Law;

(d) a Person or entity that commits, threatens or conspires to commit or supports “terrorism” as defined in Executive Order No. 13224;

(e) a Person or entity that is named as a “specially designated national” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list; or

(f) a Person or entity who is affiliated with a Person or entity listed above.

No Group Member knowingly (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person or (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224.

57

SECTION 6. CONDITIONS PRECEDENT

6.1. Conditions to Initial Extension of Credit. The agreement of each Lender to make the initial extension of credit requested to be made by it is subject to the satisfaction (or waiver), prior to the making of such extension of credit, of the following conditions precedent:

(a) Credit Agreement; Security Documents. The Administrative Agent shall have received (i) this Agreement or, in the case of the Lenders, this Agreement or an Addendum, executed and delivered by each Agent, Holdings, the Borrower and each Person identified herein as a Lender signatory hereto, (ii) the Guarantee and Collateral Agreement, executed and delivered by Holdings, the Borrower and each Person that is a Subsidiary of the Borrower or will be a Subsidiary of the Borrower after completion of the Equity Contribution and the Merger other than (A) any Foreign Subsidiary, (B) any Excluded Subsidiary and (C) any Securitization Subsidiary, (iii) an Acknowledgment and Consent in the form attached to the Guarantee and Collateral Agreement, executed and delivered by each Issuer (as defined therein), if any, that is not a Loan Party, (iv) the Intellectual Property Security Agreement, executed and delivered by each applicable Loan Party; (v) Deposit Account Control Agreements satisfying the requirements of the Guarantee and Collateral Agreement; and (vi) copies of the Related Agreements, executed by all parties thereto.

(b) Closing Certificate of the Borrower. The Administrative Agent shall have received (i) a certificate executed on behalf of the Borrower by a Responsible Officer of the Borrower dated the Closing Date, substantially in the form of Exhibit K with appropriate insertions and attachments including the certificate of incorporation of the Borrower certified by the relevant authority of the jurisdiction of organization of the Borrower, and (ii) a long form good standing certificate for the Borrower from its jurisdiction of organization.

(c) Pro Forma Financial Statements; Financial Statements. The Lenders shall have received (i) the Pro Forma Financial Statements, (ii) audited consolidated financial statements of IAAI and its Subsidiaries and ADESA and its Subsidiaries, in each case ending on or about December 31, 2006, on or about December 31, 2005 and on or about December 31, 2004, and (iii) unaudited interim consolidated financial statements of IAAI and its Subsidiaries and ADESA and its Subsidiaries, in each case as at the last day of the most recent fiscal quarter of IAAI and ADESA, as the case may be, elapsed more than 45 days prior to the Closing Date.

(d) Fees. The Administrative Agent shall have received confirmation reasonably satisfactory to it that all fees required to be paid and all invoiced expense reimbursements payable by any Loan Party for account of any of the Agents or Lenders on or before the Closing Date will be paid concurrently with the funding of the Initial Term Loans on the Closing Date.

(e) Closing Certificate of the Guarantors, Certificate of Incorporation; Good Standing. The Administrative Agent shall have received (i) a certificate of each Guarantor, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments including the certificate of incorporation of such Guarantor that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party, and (ii) a long form good standing certificate for such Guarantor from its jurisdiction of organization.

(f) Legal Opinions. The Administrative Agent shall have received the following executed legal opinions:

(i) the legal opinion of Skadden, Arps, Slate, Meagher & Flom LLP, counsel to the Borrower and its Subsidiaries, substantially in the form of Exhibit F-1;

58

(ii) the legal opinion of Becca Polak, Associate General Counsel of ADESA, substantially in the form of Exhibit F-2;

(iii) the legal opinion of Sidney Kerley, Corporate Counsel of IAAI, substantially in the form of Exhibit F-3;

(iv) the legal opinion Osler, Hoskin & Harcourt LLP, Canadian counsel to the Borrower and its Subsidiaries, substantially in the form of Exhibit F-4;

(v) the legal opinion of Blackwell Sanders Peper Martin LLP, local counsel in Missouri, substantially in the form of Exhibit F-5;

(vi) the legal opinion of Herold and Haines, P.A., local counsel in New Jersey, substantially in the form of Exhibit F-6; and

(vii) the legal opinion of Ice Miller LLP, local counsel in Indiana, substantially in the form of Exhibit F-7.

(g) Pledged Stock; Stock Powers; Pledged Notes. The Administrative Agent shall have received (i) certificates representing the shares of Capital Stock listed on Schedule 2 to the Guarantee and Collateral Agreement, together with an undated stock power or equivalent for each such certificate executed in blank by the pledgor thereof and (ii) each promissory note (if any) listed on Schedule 2 to the Guarantee and Collateral Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof.

(h) Solvency Certificate. The Administrative Agent shall have received and shall be reasonably satisfied with a solvency certificate of the chief financial officer of Borrower substantially in the form of Exhibit J, which shall document the solvency of the Loan Parties, on a consolidated basis, as of the Closing Date after giving effect to the Acquisition and other transactions contemplated hereby.

(i) Insurance. The Administrative Agent shall have received insurance certificates satisfying the requirements of Section 5.3 of the Guarantee and Collateral Agreement.

(j) Capitalization of Borrower. The Equity Contribution shall have been made on terms reasonably satisfactory to the Administrative Agent.

(k) Mortgages, etc.

(i) The Administrative Agent shall have received a Mortgage with respect to each Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto.

(ii) If reasonably requested by the Administrative Agent, the Administrative Agent shall have received evidence reasonably satisfactory to it that the Borrower has obtained (A) a policy of flood insurance that (1) covers any parcel of improved real property that is encumbered by any Mortgage, (2) is written in an amount

59

not less than the outstanding principal amount of the indebtedness secured by such Mortgage that is reasonably allocable to such real property or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, and (3) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (B) confirmation that the Borrower has received the notice required pursuant to Section 208(e)(3) of Regulation H of the Board.

(l) Existing Indebtedness. Arrangements satisfactory to the Administrative Agent shall have been made for the (i) repayment in full or defeasance of all Existing Indebtedness, (ii) termination of any commitments to lend or make other extensions of credit in respect of Existing Indebtedness, (iii) delivery of all documents or instruments necessary to release all Liens securing Existing Indebtedness or other obligations of IAAI and its Subsidiaries or ADESA and its Subsidiaries, as the case may be, under the Existing Indebtedness being repaid on the Closing Date, and (iv) cancellation of any letters of credit outstanding under the Existing Indebtedness or the issuance of Letters of Credit to support the obligations of IAAI and its Subsidiaries or ADESA and its Subsidiaries, as the case may be, with respect thereto.

(m) Filings, Registrations and Recordings. Each document (including any Uniform Commercial Code financing statement) required by the Security Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a perfected Lien on the Collateral described therein, prior and superior in right to any other Person (other than with respect to Liens expressly permitted by Section 8.3), shall be in proper form for filing, registration or recordation.

(n) Lien Searches. The Administrative Agent shall have received the results of a recent lien search with respect to each Loan Party in the jurisdiction where each such Loan Party is located, and such search shall reveal no liens on any of the assets of the Loan Parties except for liens permitted by Section 8.3 or discharged on or prior to the Closing Date pursuant to documentation satisfactory to the Administrative Agent.

(o) Perfection Certificate. The Administrative Agent shall have received a perfection certificate executed by Holdings and each other Loan Party, dated the Closing Date, in form and substance reasonably acceptable to the Administrative Agent.

(p) Patriot Act. The Lenders shall have received from the Loan Parties all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act.

(q) Miscellaneous. The Administrative Agent shall have received such other documents, agreements, certificates and information as it or the Lead Arrangers or the Required Lenders may reasonably request.

6.2. Conditions to Each Extension of Credit. The agreement of each Lender to make any extension of credit requested to be made by it on any date (including its initial extension of credit on the Closing Date) is subject to the satisfaction of the following conditions precedent:

(a) No Default. No Default or Event of Default shall have occurred and be continuing on such date or after giving effect to the extensions of credit requested to be made on such date.

60

(b) Representations and Warranties. Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date, except (i) to the extent that such representations and warranties refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date and (ii) notwithstanding anything to the contrary herein or in any other Loan Document, the only representations and warranties relating to ADESA and its Subsidiaries which shall be made on the Closing Date shall be (A) such of the representations and warranties made by ADESA in the Merger Agreement as are material to the interests of the Lenders, but only to the extent that Holdings and the Borrower have the right to terminate their respective obligations under the Merger Agreement as a result of a breach of such representations and warranties in the Merger Agreement and (B) the representations and warranties set forth in Sections 5.3, 5.4, 5.5, 5.11, 5.14, 5.19 and 5.23.

(c) Borrowing Notices. The Administrative Agent shall have received (i) a notice of borrowing pursuant to Section 3.2 or 3.4, as the case may be, in connection with any borrowing under the Revolving Commitments or Swingline Loans or (ii) an Application pursuant to Section 3.8 for issuance of a Letter of Credit on behalf of the Borrower.

Each borrowing by and issuance of a Letter of Credit on behalf of the Borrower hereunder shall constitute a representation and warranty by the Borrower as of the date of such extension of credit that the conditions contained in this Section 6.2 have been satisfied.

SECTION 7. AFFIRMATIVE COVENANTS

Holdings and the Borrower hereby jointly and severally agree that, so long as the Commitments remain in effect, any Letter of Credit remains outstanding or any Loan or other amount is owing to any Lender or Agent hereunder, the Borrower shall and shall cause each of its Subsidiaries to:

7.1. Financial Statements. Furnish to the Administrative Agent and each Lender:

(a) as soon as available, but in any event within 90 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such year and the related audited consolidated statements of income and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year and the current year budget, reported on without any material qualification or exception including a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by KPMG LLP or other independent certified public accountants of nationally recognized standing; and

(b) as soon as available, but in any event not later than 45 days after the end of each of the first three quarterly periods of each fiscal year of the Borrower (or, in the case of the first fiscal quarter ending after the Closing Date, 60 days after the end of such fiscal quarter), the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of income and of cash flows for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year and the current year budget, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments and the absence of footnotes).

61

All such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed therein).

Notwithstanding the foregoing such financial statements may be delivered in the form and with the accompanying certifications required by applicable Requirements of Law for filing Forms 10-K and Forms 10-Q with the SEC.

7.2. Certificates; Other Information. Furnish to the Administrative Agent and each Lender (or, in the case of clause (g), to the relevant Lender):

(a) concurrently with the delivery of any financial statements pursuant to Section 7.1, (i) a certificate of a Responsible Officer stating that, to the best of each such Responsible Officer’s knowledge, each Group Member during such period has observed in all material respects or performed in all material respects all of the applicable covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Loan Documents to be observed, performed or satisfied by it in all material respects, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default, in each case except as specified in such certificate and (ii)(x) a Compliance Certificate containing all information and calculations reasonably necessary for determining compliance by each Group Member with the provisions of this Agreement referred to therein as of the last day of the fiscal quarter or fiscal year of the Borrower, as the case may be, and, if applicable, for determining the Applicable Margins and Commitment Fee Rate, and (y) to the extent not previously disclosed to the Administrative Agent, a description of any change in the jurisdiction of organization of any Loan Party and, concurrently with the delivery of any financial statements pursuant to Section 7.1(a) only, a listing of any registered or applied-for material Intellectual Property acquired by any Loan Party since the date of the most recent list delivered pursuant to this clause (y) (or, in the case of the first such list so delivered, since the Closing Date);

(b) as soon as available, and in any event no later than 45 days after the end of each fiscal year of the Borrower, a detailed consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of the following fiscal year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto) (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections are based on reasonable estimates, information and assumptions and that such Responsible Officer has no reason to believe that such Projections are incorrect or misleading in any material respect, it being recognized by the Lenders that the projection and pro forma financial information contained in the material referenced above is based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made and that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount;

(c) if the Borrower is not then a reporting company under the Exchange Act within 45 days after the end of each fiscal quarter of the Borrower (90 days, in the case of the fourth fiscal quarter of any Fiscal Year, and 60 days, in the case of the first fiscal quarter ending after the Closing Date), a narrative discussion and analysis of the financial condition and results of operations of the Borrower and its Subsidiaries for such fiscal quarter and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter, as compared to the portion of the Projections covering such periods and to the comparable periods of the previous year;

62

(d) no later than five Business Days prior to the effectiveness thereof, copies of substantially final drafts of any proposed amendment, supplement, waiver or other modification with respect to any of the Unsecured Notes, any Securitization or the Acquisition Documentation;

(e) within five Business Days after the same are sent, copies of all financial statements and reports that Holdings, any Parent or the Borrower sends to the holders of any class of its debt securities or public equity securities and, within five Business Days after the same are filed, copies of all financial statements and reports that Holdings or the Borrower may make to, or file with, the SEC;

(f) concurrently with the delivery of any document or notice required to be delivered pursuant to Section 7.1 or 7.2, Borrower shall indicate in writing whether such document or notice contains Non-public Information. Borrower and each Lender acknowledge that certain of the Lenders may be “public-side” Lenders (Lenders that do not wish to receive material non-public information with respect to any Group Member or their securities) and, if documents or notices required to be delivered pursuant to Section 7.1 or 7.2 or otherwise are being distributed through IntraLinks/IntraAgency, SyndTrak or another relevant website or other information platform (the “Platform”), any document or notice that Borrower has indicated contains Non-public Information shall not be posted on that portion of the Platform designated for such public-side Lenders. If Borrower has not indicated whether a document or notice delivered pursuant to Section 7.1 or 7.2 contains Non-public Information, Administrative Agent reserves the right to post such document or notice solely on that portion of the Platform designated for Lenders who wish to receive material nonpublic information with respect to the Group Members and their securities; and

(g) promptly, such additional financial and other information as the Administrative Agent or any Lender may from time to time reasonably request.

7.3. Payment of Obligations. Pay, discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all its material obligations of whatever nature, except where the amount or validity thereof is currently being contested in good faith by appropriate proceedings and reserves in conformity with GAAP with respect thereto have been provided on the books of the relevant Group Member or where failure to pay, discharge or otherwise satisfy such material obligations, in the aggregate, has not had and would not reasonably be expected to result in a Material Adverse Effect.

7.4. Maintenance of Existence; Compliance. (a) (i) Preserve, renew and keep in full force and effect its organizational existence and (ii) take all reasonable action to maintain all rights, privileges and franchises necessary to conduct its business, except, in each case, as otherwise permitted by Section 8.4 and except to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect; and (b) comply with all Contractual Obligations and Requirements of Law except to the extent that failure to comply therewith would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

7.5. Maintenance of Property; Insurance. (a) Keep all material property useful and necessary in its business in good working order and condition, ordinary wear and tear excepted and (b) maintain with reputable insurance companies insurance on all its property in at least such amounts and against such risks (but including in any event public liability) as are usually insured against in the same general area by companies engaged in the same or a similar business.

63

7.6. Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries in conformity with GAAP and all Requirements of Law shall be made of all dealings and transactions in relation to its business and activities and (b) permit, upon reasonable prior notice, any persons designated by the Administrative Agent, or upon the occurrence and during the continuance of an Event of Default, any Lender, to visit and inspect any of its properties and examine and make abstracts from any of its books and records at such reasonable times and upon reasonable intervals and to discuss the business, operations, properties and financial and other condition of the Group Members with officers of the Group Members and with their independent certified public accountants at such reasonable times and upon reasonable intervals, in each case as any Administrative Agent or, upon the occurrence of and during the continuance of an Event of Default, any Lender may reasonably request; provided that, unless an Event of Default has occurred and is continuing, such visitation and inspection rights may only be exercised by the Administrative Agent once per calendar year.

7.7. Notices. Promptly upon any Responsible Officer of any Group Member acquiring knowledge thereof, give notice to the Administrative Agent and each Lender of the following:

(a) the occurrence of any Default or Event of Default;

(b) any (i) default or event of default under any Contractual Obligation of any Group Member or (ii) litigation, investigation or proceeding that may exist at any time between any Group Member and any Governmental Authority, that in either case, if not cured or if adversely determined, as the case may be, would reasonably be expected to have a Material Adverse Effect;

(c) any litigation or proceeding affecting any Group Member (i) which, if determined adversely to such Group Member (after taking into account any available insurance coverage), would have or would reasonably be expected to have a Material Adverse Effect, (ii) in which injunctive or other temporary or specific relief is sought which, if granted, would reasonably be expected to have a Material Adverse Effect or (iii) which relates to any Loan Document;

(d) the following events, as soon as possible and in any event within 30 days after the Borrower knows or has reason to know thereof: (i) the occurrence of any Reportable Event with respect to any Plan, the incurrence of an “accumulated funding deficiency” (as defined in Section 302 of ERISA) (whether or not waived) with respect to a Plan, the creation of any Lien in favor of the PBGC or a Plan or any withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan or (ii) the institution of proceedings or the taking of any other action by the PBGC or the Borrower or any Commonly Controlled Entity or any Multiemployer Plan with respect to the withdrawal from, or the termination, Reorganization or Insolvency of, any Plan; and

(e) any development or event that has had or would reasonably be expected to have a Material Adverse Effect.

Each notice pursuant to this Section 7.7 shall be accompanied by a statement of a Responsible Officer setting forth details of the occurrence referred to therein and stating what action, if any, the relevant Group Member proposes to take with respect thereto.

7.8. Environmental Laws. (a) Comply in all material respects with, and make all commercially reasonable efforts to ensure compliance in all material respects by all tenants and subtenants, if any, with, all applicable Environmental Laws and Environmental Permits, and obtain and comply in all material respects with and maintain, and make all commercially reasonable efforts to ensure

64

that all tenants and subtenants obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws, in each case except for any such non-compliance or failure to obtain, individually or in the aggregate, would not be expected to result in a Material Adverse Effect.

(b) Unless being contested in good faith, conduct and complete in all material respects all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental Laws and promptly comply in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws; provided that compliance within deadlines set by such orders or authorities shall be deemed to be prompt.

7.9. Interest Rate Protection. In the case of the Borrower, within 90 days after the Closing Date, enter into, and thereafter maintain, Hedge Agreements to the extent necessary to provide that at least 50% of the aggregate principal amount of the Unsecured Notes and the Term Loans is subject to either a fixed interest rate or interest rate protection for a period of not less than two years, which Hedge Agreements shall have terms and conditions reasonably satisfactory to the Administrative Agent.

7.10. Additional Collateral, etc. (a) With respect to any owned property acquired after the Closing Date by the Borrower or any Subsidiary Guarantor as to which the Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien (except as expressly set forth in the applicable Security Document), promptly (or within such period of time as reasonably consented to by the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent reasonably deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a (except as expressly set forth in the applicable Security Document) perfected security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent.

(b) With respect to any (i) Excluded Real Property that is not sold or disposed of on or prior to the fifteenth month anniversary of the Closing Date, and (ii) fee simple interest in any real property having a value of at least $4,000,000 acquired after the Closing Date by the Borrower or any Subsidiary Guarantor promptly (or within such period of time as reasonably consented to by the Administrative Agent) (A) execute, acknowledge and deliver a Mortgage in favor of the Administrative Agent, for the benefit of the Secured Parties, in an amount no greater than 125% of the purchase price if the property is located in a state with mortgage recording tax covering such real property, (B) if requested by the Administrative Agent, provide the Secured Parties with (1) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property as well as a current ALTA survey thereof, together with a surveyor’s certificate and (2) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and (C) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.

(c) With respect to any new Subsidiary (other than a Foreign Subsidiary) created or acquired after the Closing Date by any Group Member (which, for the purposes of this paragraph (c), shall include any existing Subsidiary that ceases to be a Foreign Subsidiary or an Excluded

65

Subsidiary), promptly (or within such period of time as reasonably consented to by the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected security interest in the Capital Stock of such new Subsidiary that is owned by any Group Member, (ii) deliver to the Administrative Agent the certificates, if any, representing such Capital Stock, together with undated stock powers or equivalents, in blank, executed and delivered by a duly authorized officer of the relevant Group Member, (iii) cause such new Subsidiary (other than any Securitization Subsidiary) (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions reasonably necessary or reasonably advisable to grant to the Administrative Agent for the benefit of the Secured Parties a (to the extent provided in the Guarantee and Collateral Agreement) perfected security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit C, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.

(d) The Borrower will not issue or sell any of its Capital Stock (i) to any Person other than Holdings, (ii) unless such Capital Stock is issued subject to the security interest granted by the Guarantee and Collateral Agreement or (iii) in any form except as a certificated security delivered at or substantially concurrent with issuance to the Administrative Agent and pledged pursuant to the Guarantee and Collateral Agreement.

(e) With respect to any new Foreign Subsidiary created or acquired after the Closing Date by any Group Member (other than by any Group Member that is a Foreign Subsidiary), promptly (i) (or within such period of time as reasonably consented to by the Administrative Agent) execute and deliver to the Administrative Agent such amendments or supplements to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a (except as expressly set forth in the Guarantee and Collateral Agreement) perfected security interest in the Capital Stock of such new Subsidiary that is owned by any such Group Member (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), (ii) deliver to the Administrative Agent the certificates, if any, representing such Capital Stock, together with undated stock powers or equivalents, in blank, executed and delivered by a duly authorized officer of the relevant Group Member, as the case may be, and take such other action as may be reasonably necessary or, in the reasonable opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein, and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.

7.11. Use of Proceeds. Use the proceeds of the Loans only for the purposes specified in Section 5.16.

7.12. Further Assurances. From time to time execute and deliver, or cause to be executed and delivered, such additional instruments, certificates or documents, and take all such actions, as the Administrative Agent may reasonably request for the purposes of implementing or effectuating the provisions of this Agreement and the other Loan Documents, or of perfecting or renewing the rights of the

66

Administrative Agent and the Lenders with respect to the Collateral (or with respect to any additions thereto or replacements or proceeds thereof or with respect to any other property or assets hereafter acquired by the borrower or any Subsidiary which may be deemed to be part of the Collateral) pursuant hereto or thereto. Upon the exercise by the Administrative Agent or any Lender of any power, right, privilege or remedy pursuant to this Agreement or the other Loan Documents which requires any consent, approval, recording, qualification or authorization of any Governmental Authority, the Borrower will, if reasonably requested by the Administrative Agent, use commercially reasonable efforts to execute and deliver, or to cause the execution and delivery of, all applications, certifications, instruments and other documents and papers that the Administrative Agent or such Lenders may be required to obtain from the Borrower or any of its Subsidiaries for such governmental consent, approval, recording, qualification or authorization.

7.13. Post-Closing Items. Deliver the items described on Schedule 7.13 within the period or by the date specified therein or, with the consent of the Administrative Agent, not more than 60 days thereafter.

SECTION 8. NEGATIVE COVENANTS

Holdings and the Borrower hereby jointly and severally agree that, so long as the Commitments remain in effect, any Letter of Credit remains outstanding or any Loan or other amount is owing to any Lender or Agent hereunder, the Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly:

8.1. Financial Condition Covenants. (a) Maximum Consolidated Senior Secured Leverage Ratio. Permit the Consolidated Senior Secured Leverage Ratio, as of any date set forth below on which the Revolving Commitments are outstanding, to exceed the amount set forth opposite such date below:

Last Day of Fiscal Quarter Ending On or About	Maximum Consolidated Senior Secured Leverage Ratio
December 31, 2007	5.85 to 1.00
March 31, 2008	5.85 to 1.00
June 30, 2008	5.85 to 1.00
September 30, 2008	5.85 to 1.00
December 31, 2008	4.75 to 1.00
March 31, 2009	4.75 to 1.00
June 30, 2009	4.75 to 1.00
September 30, 2009	4.75 to 1.00
December 31, 2009	3.75 to 1.00
March 31, 2010	3.75 to 1.00
June 30, 2010	3.75 to 1.00
September 30, 2010	3.75 to 1.00
December 31, 2010	3.00 to 1.00
March 31, 2011	3.00 to 1.00
June 30, 2011	3.00 to 1.00
September 30, 2011	3.00 to 1.00
December 31, 2011 and thereafter	2.50 to 1.00

67

(b) Right to Cure Financial Condition Covenant. Notwithstanding anything to the contrary contained in Section 9, in the event that the Borrower fails to comply with the requirements of Section 8.1(a) (to the extent compliance with Section 8.1(a) was required as of the relevant date of determination), until the tenth calendar day subsequent to the day on which the Borrower is required by Section 7.1 to deliver financial reports for any period ended on the last day of any fiscal quarter, the Borrower may request that any cash common equity contribution made (directly or indirectly) to Holdings by the Permitted Investors and contributed by Holdings to the Borrower as common equity substantially concurrently with such request and on or prior to such day be included in the calculation of Consolidated EBITDA for such fiscal quarter (the ability of the Borrower to make such request, the “Cure Right”, and such cash common equity contribution or loan proceeds amount received by the Borrower, the “Cure Amount”); provided that (i) the Cure Right may be exercised so long as there are at least two consecutive fiscal quarters in each four fiscal quarter period in respect of which the Cure Right has not been exercised and (ii) the Cure Amount shall not exceed in the aggregate the amount required for purposes of complying with Section 8.1(a) (assuming compliance with Section 8.1(a) was required as of the relevant date of determination). Pursuant to the exercise by the Borrower of such Cure Right, such financial condition covenant set forth in Section 8.1(a) (but not Consolidated EBITDA or the relevant ratio as they relate to any other covenant or agreement herein) shall be recalculated giving effect to the following pro forma adjustments:

(i) Consolidated EBITDA shall be increased for such fiscal quarter, in accordance with the definition thereof, solely for the purpose of measuring compliance with Section 8.1(a) (to the extent such compliance was required on the relevant date of determination) for each period that includes such fiscal quarter (and not for any other purpose under this Agreement), by an amount equal to the Cure Amount; and

(ii) if, after giving effect to the foregoing recalculations, the Borrower shall be in compliance with the requirements of Section 8.1(a) (to the extent required to be in such compliance), the Borrower shall be deemed to have satisfied the requirements of Section 8.1(a) as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the financial condition covenant set forth in Section 8.1(a) which had occurred shall be deemed cured for all purposes of the Agreement.

8.2. Indebtedness. Create, issue, assume, become liable in respect of or otherwise Incur, or suffer to exist, any Indebtedness, except:

(a) Indebtedness of any Loan Party pursuant to any Loan Document;

(b) Indebtedness (i) of the Borrower to any Subsidiary, (ii) of any Wholly Owned Subsidiary Guarantor to the Borrower or any other Subsidiary, (iii) of any Foreign Subsidiary to any Foreign Subsidiary and (iv) subject to Section 8.8(k), of any Foreign Subsidiary to the Borrower or any Wholly Owned Subsidiary Guarantor;

(c) Guarantee Obligations Incurred in the ordinary course of business by the Borrower or any of its Subsidiaries of obligations of the Borrower, any Wholly Owned Subsidiary Guarantor and, subject to Section 8.8(k), of any Foreign Subsidiary; and Guarantee Obligations Incurred by any Foreign Subsidiary of obligations of any other Foreign Subsidiary;

(d) Indebtedness of the Borrower and its Subsidiaries outstanding on the Closing Date and listed on Schedule 8.2(d) and any Permitted Refinancing thereof;

68

(e) Indebtedness (including Capital Lease Obligations) secured by Liens permitted by Section 8.3(g) in an aggregate principal amount not to exceed $50,000,000 at any one time outstanding;

(f) Indebtedness of the Borrower in respect of the Unsecured Notes in an aggregate principal amount not exceeding $1,025,000,000 and up to $150,000,000 of “Additional Notes” issued after the Closing Date under any of the Indentures and any Permitted Refinancing of any such Indebtedness; and Guarantee Obligations of Subsidiary Guarantors in respect of such Indebtedness (subordinated, in the case only of Guarantee Obligations as to the Unsecured Notes outstanding under the Senior Subordinated Notes Indenture, to the same extent as the obligations of the Borrower in respect of such Unsecured Notes);

(g) Hedge Agreements required under Section 7.9 or permitted under Section 8.12;

(h) Indebtedness of Foreign Subsidiaries, and guarantees thereof by Foreign Subsidiaries, Incurred for working capital purposes in an aggregate principal amount not to exceed $50,000,000 at any time;

(i) Unsecured Indebtedness of Holdings in respect of Management Advances in an aggregate principal amount not to exceed $10,000,000 Incurred in any fiscal year;

(j) guarantees of Indebtedness of directors, officers and employees of Holdings or any of its Subsidiaries in respect of expenses of such Persons in connection with relocations and other ordinary course of business purposes, if the aggregate amount of Indebtedness so guaranteed, when added to the aggregate amount of unreimbursed payments theretofore made in respect of such guarantees and the amount of Investments then outstanding under Section 8.8(f), shall not at any time exceed $10,000,000;

(k) Indebtedness of a Subsidiary of the Borrower acquired in a Permitted Acquisition and outstanding at the time of such Permitted Acquisition, Indebtedness assumed at the time of a Permitted Acquisition of an asset securing such Indebtedness, and refinancings, renewals or extensions of any such Indebtedness that do not increase the outstanding principal amount or change the obligor in respect thereof, if (i) such Indebtedness was not Incurred in connection with, or anticipation or contemplation of such Permitted Acquisition and (ii) the aggregate principal amount of such Indebtedness, refinancings, renewals and extensions does not at any time exceed $25,000,000;

(l) guarantees of Indebtedness of a Person which is not a Subsidiary of the Borrower and in which the Borrower or a Subsidiary made an investment permitted by Section 8.8(n) or preferred Capital Stock of a Foreign Subsidiary which such Foreign Subsidiary is obligated to purchase, redeem, retire or otherwise acquire, if the aggregate outstanding principal amount so guaranteed and the aggregate outstanding redemption value of such Capital Stock, when added to (i) unreimbursed payments theretofore made in respect of such guarantees and (ii) Investments then outstanding under Section 8.8(n), does not at any time exceed $10,000,000;

(m) additional unsecured Indebtedness of the Group Members in an aggregate principal amount not to exceed $60,000,000 at any one time outstanding;

(n) to the extent constituting Indebtedness, obligations of any Group Member which is the seller or servicer in a Permitted Securitization in respect of any Standard Securitization Undertakings as to such Permitted Securitization and Guarantee Obligations of the Borrower or any other Loan Party as to such Indebtedness;

69

(o) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, surety, statutory, appeal or similar obligations (including in connection with workers’ compensation) Incurred in the ordinary course of business;

(p) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts;

(q) Indebtedness arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from guaranties, surety bonds or performance bonds securing the performance of the Borrower or any of its Subsidiaries pursuant to such agreements, in connection with Permitted Acquisitions or permitted Dispositions;

(r) Indebtedness consisting of promissory notes issued to present or former officers, directors or employees of any Group Member upon the death, disability, retirement or termination of employment or service of such officer, director or employee or otherwise to finance the purchase or redemption of Capital Stock of Holdings or any Parent, to the extent the applicable Restricted Payment is permitted by Section 8.6;

(s) unsecured Indebtedness representing insurance premiums owing in the ordinary course of business;

(t) Indebtedness in connection with the Atlanta IRB Transaction and any Permitted Refinancing thereof;

(u) Indebtedness of one or more Canadian Subsidiaries of the Borrower to the Borrower or any other Loan Party in an aggregate outstanding principal amount not at any time exceeding the aggregate principal amount of such Indebtedness outstanding on the Closing Date plus $25,000,000; and

(v) unsecured Indebtedness of the Borrower (which may, but need not, consist of additional subordinated notes issued under the Senior Subordinated Notes Indenture) and unsecured Guarantee Obligations of Subsidiary Guarantors in respect thereof if (i) such Indebtedness and Guarantee Obligations (A) mature no earlier than the Unsecured Notes issued under the Senior Subordinated Notes Indenture, (B) do not require any mandatory prepayments, redemptions, sinking fund payments or purchase offers prior to maturity, except in case of certain asset sales or changes of control on the terms set forth in the Senior Subordinated Notes Indenture or other terms that, prior to the Incurrence of such Indebtedness, the Borrower certifies to the Administrative Agent, and the Administrative Agent reasonably agrees, are not (taken as a whole) materially less favorable to the Lenders than those set forth in the Senior Subordinated Notes Indenture, and (C) are subordinated to the Obligations and other present and future senior debt of the Borrower and Subsidiary Guarantors on the subordination terms set forth in the Senior Subordinated Notes Indenture or other terms that, prior to the Incurrence of such Indebtedness, the Borrower certifies to the Administrative Agent, and the Administrative Agent reasonably agrees, are not (taken as a whole) materially less favorable to the Lenders than those set forth in the Senior Subordinated Notes Indenture and (ii) on the date of the Incurrence of such Indebtedness, after giving effect to the Incurrence thereof, the Consolidated Coverage Ratio would be greater than 2.0 to 1.0.

70

8.3. Liens. Create, become subject to, assume or otherwise Incur, or suffer to exist, any Lien upon any of its property, whether now owned or hereafter acquired, except for:

(a) Liens for taxes, assessments or government charges not yet due or that are being contested in good faith by appropriate proceedings, provided that reserves with respect thereto are maintained on the books of the relevant Group Member in conformity with GAAP;

(b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 60 days or that are being contested in good faith by appropriate proceedings;

(c) pledges or deposits in connection with workers’ compensation, unemployment insurance, old age pensions, or other social security or retirement benefits or similar legislation;

(d) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature Incurred in the ordinary course of business;

(e) easements, rights-of-way, restrictions (including zoning restrictions) and other similar encumbrances and minor title defects or matters that would be disclosed in an accurate survey affecting real property Incurred in the ordinary course of business that, in the aggregate, do not in any case materially interfere with the ordinary conduct of the business of any Group Member or materially detract from the value of the real property subject thereto;

(f) Liens created pursuant to the Loan Documents;

(g) Liens securing Indebtedness permitted by Section 8.2(e) if (i) such Liens are created substantially simultaneously with the Incurrence of such Indebtedness (for the acquisition of certain property ) or within 270 days thereafter and (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness;

(h) any interest or title of a lessor under any lease entered into by a Group Member in the ordinary course of its business and covering only the assets so leased and other statutory and common law landlords’ liens under leases;

(i) Liens in existence on the Closing Date listed on Schedule 8.3(i) (including the Atlanta IRB Transaction) and modifications, replacements, renewals or extensions thereof, provided, that no such Lien is spread to cover any additional property after the Closing Date and the amount of the aggregate obligations, if any, secured by any such Lien are not increased;

(j) attachment and judgment Liens, to the extent and for so long as the underlying judgments and decrees do not constitute an Event of Default pursuant to Section 9;

(k) Liens on property or assets acquired pursuant to a Permitted Acquisition, or on property or assets of a Subsidiary in existence at the time such Subsidiary is acquired pursuant to a Permitted Acquisition, if (i) any Indebtedness secured by such Liens is permitted by Section 8.2(k), and (ii) such Liens are not Incurred in connection with, or in contemplation or anticipation of, such Permitted Acquisition and do not attach to any other asset of any Group Member; and Liens on such property or assets securing refinancings, renewals and extensions of such Indebtedness permitted under Section 8.2(k);

71

(l) Liens on assets of Foreign Subsidiaries securing Indebtedness permitted pursuant to Section 8.2(h).

(m) Liens on property subject to sale-leaseback transactions to the extent such sale-leaseback transactions are permitted by Section 8.11;

(n) licenses, sublicenses, leases or subleases granted to other Persons not materially interfering with the conduct of the business of the Borrower or any of its Subsidiaries taken as a whole;

(o) any encumbrances or restrictions (including put and call agreements) with respect to the Capital Stock of any joint venture agreed to by the holders of such Capital Stock;

(p) Liens not otherwise permitted by this Section so long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is Incurred) of the assets subject thereto exceeds $10,000,000 at any one time;

(q) any interest of the Borrower’s clients in vehicles that are on consignment to the Borrower and any proceeds thereof;

(r) Liens on Securitization Assets sold or transferred or purported to be sold or transferred to a Securitization Subsidiary in connection with a Securitization;

(s) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection or (ii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry;

(t) Liens on earnest money deposits of cash or Cash Equivalents in connection with any Permitted Acquisition;

(u) Liens in the nature of the right of setoff in favor of counterparties to contractual agreements with the Loan Parties in the ordinary course of business; and

(v) Permitted Encumbrances.

8.4. Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of, all or substantially all of its property or business, except:

(a) that any Subsidiary of the Borrower may be merged, consolidated or liquidated (i) with or into the Borrower if the Borrower is the continuing or surviving corporation, (ii) with or into any Wholly Owned Subsidiary Guarantor if the Wholly Owned Subsidiary Guarantor is the continuing or surviving corporation or (iii) subject to Section 8.8(k), with or into any Foreign Subsidiary; and any Foreign Subsidiary may be merged or consolidated with or into any other Foreign Subsidiary;

72

(b) that any Subsidiary of the Borrower may Dispose of any or all of its assets (upon voluntary liquidation, winding up, dissolution or otherwise) as permitted by Section 8.5 (other than Section 8.5(c)), or to the Borrower or any Wholly Owned Subsidiary Guarantor or, subject to Section 8.8(k), any Foreign Subsidiary; and any Foreign Subsidiary may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Foreign Subsidiary;

(c) pursuant to the Merger; and

(d) pursuant to any merger between the Borrower or a wholly-owned Subsidiary Guarantor and any other Person; provided that the Borrower or such Subsidiary Guarantor, as the case may be, is the surviving entity of any such merger.

8.5. Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:

(a) the Disposition of obsolete, used, surplus or worn out property in the ordinary course of business (including the abandonment or other Disposition of Intellectual Property that is, in the reasonable judgment of the Borrower, no longer economically practicable to maintain or useful in the conduct of the business of the Borrower and its Subsidiaries taken as a whole) and Dispositions of property no longer used or useful in the conduct of the business of the Borrowers and its Subsidiaries;

(b) the sale of inventory or the licensing, sublicensing or other disposition of Intellectual Property in the ordinary course of business;

(c) Dispositions permitted by Section 8.4(b);

(d) the sale or issuance of any Subsidiary’s Capital Stock to the Borrower or any Wholly Owned Subsidiary Guarantor; and the sale or issuance of any Foreign Subsidiary’s Capital Stock to any other Foreign Subsidiary, the Borrower or any other Wholly Owned Subsidiary Guarantor;

(e) sale-leaseback transactions permitted by Section 8.11;

(f) sales, transfers or dispositions by the Borrower or any of its Subsidiaries of non-strategic assets purchased as part of a Permitted Acquisition, so long as (i) no Default then exists or would result therefrom, (ii) the Borrower or such Subsidiary receives at least fair market value (as determined in good faith by the Borrower), (iii) the aggregate proceeds received by the Borrower or such Subsidiary from all such sales, transfers or dispositions relating to a given Permitted Acquisition do not exceed 40% of the aggregate consideration paid for such Permitted Acquisition, and (iv) such non-strategic assets are sold, transferred or disposed of on or prior to the first anniversary of such Permitted Acquisition;

(g) the sale of Securitization Assets to one or more Securitization Subsidiaries in connection with a Permitted Securitization;

(h) Dispositions of property from (a) the Borrower to any Subsidiary Guarantor, (b) from any Subsidiary Guarantor to any other Subsidiary Guarantor and (c) any Subsidiary of the Borrower that is not a Subsidiary Guarantor to any other Subsidiary of the Borrower that is not a Subsidiary Guarantor or to any Loan Party;

73

(i) Dispositions permitted by Section 8.3;

(j) leases or subleases of property in the ordinary course of business which do not materially interfere with the conduct of the business of the Borrower or any of its Subsidiaries taken as a whole;

(k) Dispositions of property in connection with Recovery Events;

(l) Dispositions of past due accounts receivable in connection with the collection, write down or compromise thereof in the ordinary course of business;

(m) Dispositions of any Excluded Real Property; and

(n) the Disposition of other property having a fair market value not to exceed $50,000,000 in the aggregate for any fiscal year if the consideration received from such Disposition is no less than fair market value of such assets (as determined in good faith by the Borrower) of which at least 75% is received in cash or Cash Equivalents at the closing of such Disposition.

8.6. Restricted Payments. Declare or pay any dividend (other than dividends payable solely in Capital Stock (other than Disqualified Capital Stock) of the Person making such dividend) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any Capital Stock of any Group Member, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of any Group Member (collectively, “Restricted Payments”), except that:

(a) any Subsidiary may make Restricted Payments to the Borrower or any Wholly Owned Subsidiary Guarantor (and, in the case of a Restricted Payment by a non-Wholly Owned Subsidiary, to (i) Borrower or any Wholly Owned Subsidiary Guarantor and (ii) to each other owner of Capital Stock of such Subsidiary based on their relative ownership interests); and any Foreign Subsidiary may make Restricted Payments to another Foreign Subsidiary;

(b) so long as no Event of Default has occurred and is continuing or would result therefrom, the Borrower may pay dividends or make loans or advances to Holdings or any Parent to permit Holdings or such Parent to (i) purchase Holdings’ or such Parent’s Capital Stock from present or former officers, directors or employees of any Group Member upon the death, disability, retirement or termination of employment or service of such officer, director or employee or otherwise under any stock option or employee stock ownership plan approved by the board of directors of Holdings or any Parent, in an aggregate amount (net of any proceeds received by Holdings or any Parent and contributed to the Borrower in connection with resales of any Capital Stock so purchased) not exceeding $10,000,000 in any fiscal year and (ii) pay management fees and expense reimbursements expressly permitted by Section 8.10;

(c) the Borrower may pay dividends or make loans and advances to Holdings or any Parent to permit Holdings or any Parent to (i) pay corporate overhead expenses incurred in the ordinary course of business in an aggregate amount not exceeding $5,000,000 in any fiscal year; (ii) pay (A) any taxes, charges or assessments, including but not limited to sales, use, transfer, rental, ad valorem, value-added, stamp, property, consumption, franchise, license, capital, net worth, gross receipts, excise, occupancy, intangibles or similar taxes, charges or assessments (other than federal, state or local taxes measured by income and federal, state or local withholding imposed on payments made by Holdings

74

or any Parent), required to be paid by Holdings or any Parent by virtue of its being incorporated or otherwise organized or having Capital Stock outstanding (but not by virtue of owning stock or other equity interests of any corporation or other entity other than the Borrower, any of its Subsidiaries or any Parent or Holdings), or being a holding company parent of the Borrower, or having guaranteed any obligations of the Borrower or any Subsidiary thereof, or having made any payment in respect of any of the items for which the Borrower is permitted to make payments to Holdings or any Parent pursuant to the other clauses of this Section 8.6, or (B) for so long as the Borrower is a member of a group filing a consolidated, combined or unitary tax return with Holdings or any Parent, amounts necessary for the payment of federal, state or local income taxes payable by Holdings or such Parent and measured by the income of the Borrower and its Subsidiaries which are payable by Holding or such Parent; (iii) to pay expenses incurred by Holdings or any Parent in connection with offerings, registrations, or exchange listings of equity securities and maintenance of same (A) where the net proceeds of such offering are to be received by or contributed to the Borrower, or (B) in a prorated amount of such expenses in proportion to the amount of such net proceeds intended to be so received or contributed or loaned, or (C) otherwise on an interim basis prior to completion of such offering so long as Holdings or any Parent shall cause the amount of such expenses to be repaid to the Borrower or the relevant Subsidiary of the Borrower out of the proceeds of such offering promptly if such offering is completed; (iv) to pay audit costs and any costs (including all professional fees and expenses) incurred by Holdings or any Parent in connection with reporting obligations under or otherwise incurred in connection with compliance with applicable laws, applicable rules or regulations of any governmental, regulatory or self-regulatory body or stock exchange, including in respect of any reports filed with respect to the Securities Act, the Exchange Act or the respective rules and regulations promulgated thereunder; (v) to pay obligations of Holdings or any Parent under or in respect of director and officer insurance policies or indemnification obligations to directors or officers; (vi) to pay fees and perform its other obligations pursuant to the terms of the Management Agreement so long as no Default under Section 9(a) or 9(f) has occurred and is continuing and (vii) the Borrower may make Restricted Payments the proceeds of which shall be used by Holdings or any Parent to make cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of Holdings or any Parent;

(d) Restricted Payments necessary to consummate the Merger, and to Holdings to permit Holdings to make payments in connection with the Merger and the financing therefor (including payments of fees and expenses in connection therewith); and

(e) the Borrower may make Restricted Payments from and counted against Available Retained ECF if and so long as (i) no Default has occurred and is continuing or would result therefrom, (ii) both on a historical and on a pro forma basis (giving effect to such payment and all related transactions, including the Incurrence and use of proceeds of all Indebtedness Incurred in connection therewith) the Consolidated Leverage Ratio on the most recent Test Date did not exceed 4.5 to 1.0 and (iii) Available Retained ECF would be a positive number if Available Retained ECF is reduced by the amount of such Restricted Payments.

8.7. Capital Expenditures. (a) Other than any Capital Expenditures financed from proceeds of any purchase money Indebtedness permitted by Section 8.2, make or commit to make any Capital Expenditure, except Capital Expenditures of the Borrower and its Subsidiaries in the ordinary course of business not exceeding $75,000,000 in fiscal year 2007 after the Closing Date, $100,000,000 in fiscal year 2008, and $80,000,000 in any fiscal year thereafter; provided, that (i) up to 100% of any amount permitted but not expended in any fiscal year may be carried over for expenditure in the next succeeding fiscal year (it being understood that no portion of such carried over amount for any fiscal year may be used until the entire initial amount of permitted Capital Expenditures for the current fiscal year

75

has been used for Capital Expenditures), (ii) Capital Expenditures made with the proceeds of any Reinvestment Deferred Amount will not be subject to the foregoing restriction and (iii) Capital Expenditures made from and counted against Available Retained ECF will not be subject to the foregoing restriction if Available Retained ECF would be a positive number if Available Retained ECF is reduced by the amount of such Capital Expenditures; and

(b) Notwithstanding anything to the contrary contained in clause (a) above, for any fiscal year, the amount of Capital Expenditures that would otherwise be permitted in such fiscal year pursuant to this Section 8.7 (including as a result of any amount carried over in accordance with clause (a) above) may be increased by an amount not to exceed $10,000,000 (the “CapEx Pull-Forward Amount”). The actual CapEx Pull-Forward Amount expended in respect of any such fiscal year shall reduce, on a dollar-for-dollar basis, the amount of Capital Expenditures that would have been permitted to be made in the immediately succeeding fiscal year.

8.8. Investments. Make any advance, loan, extension of credit (by way of guaranty or otherwise) or capital contribution to, or purchase any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or make any other investment in, any Person (all of the foregoing, “Investments”), except:

(a) extensions of trade credit in the ordinary course of business;

(b) Investments in Cash Equivalents;

(c) Guarantee Obligations permitted by Section 8.2;

(d) Guarantee Obligations to insurers required in connection with worker’s compensation and other insurance coverage arranged in the ordinary course of business;

(e) Investments held by the Borrower or any Subsidiary on the Closing Date and described on Schedule 8.8(e) (including the Atlanta IRB Transaction);

(f) loans and advances to employees of any Group Member of the Borrower in the ordinary course of business (including for travel, entertainment and relocation expenses) in an aggregate amount for all Group Members (with the aggregate amount outstanding under Section 8.2(j)) not to exceed $10,000,000 at any one time outstanding;

(g) non-cash consideration received in any Disposition permitted by Section 8.5;

(h) the transactions contemplated by the Merger and the Equity Contribution;

(i) any Permitted Acquisition of all or substantially all of the assets of a Person or a business unit of a Person or the Capital Stock of a Person (other than directors’ qualifying shares) that becomes (in the case of an acquisition of capital stock) a Domestic Subsidiary and a Subsidiary Guarantor;

(j) intercompany Investments by any Group Member in the Borrower or any Person that, prior to such Investment, is a Wholly Owned Subsidiary Guarantor;

76

(k) Investments in Foreign Subsidiaries (including Permitted Acquisitions of Persons which become Foreign Subsidiaries, Incurrence of Guarantee Obligations with respect to obligations of Foreign Subsidiaries, loans made to Foreign Subsidiaries and Investments resulting from mergers with or sales of assets to any such Foreign Subsidiaries) so long as the aggregate amount of all such Investments by the Borrower or any of its Subsidiaries (except Investments by a Foreign Subsidiary in a Person that prior to such Investment is a Foreign Subsidiary) net of cash repayments and sale proceeds in the case of Investments in the form of Indebtedness and cash equity returns received as a distribution or dividend or by redemption or sale does not exceed $25,000,000 at any time outstanding;

(l) Investments (including debt obligations) received in connection with the bankruptcy or reorganization of suppliers and customers and in good faith settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business;

(m) Hedge Agreements required under Section 7.9 or permitted under Section 8.12;

(n) intercompany Investments by any Foreign Subsidiary in any other Foreign Subsidiary;

(o) transactions permitted by Sections 8.4 and 8.6(c);

(p) in addition to Investments otherwise expressly permitted by this Section, Investments by the Borrower or any of its Subsidiaries in an aggregate amount, net of cash repayments and sale proceeds in the case of Investments in the form of Indebtedness and cash equity returns received as a distribution or dividend or by redemption or sale, not exceeding $60,000,000 at any time outstanding; and

(q) the Borrower may make Investments from and counted against any Available Retained ECF if and so long as (i) no Default has occurred and is continuing or would result therefrom, (ii) both on a historical and on a pro forma basis (giving effect to such payment and all related transactions, including the Incurrence and use of proceeds of all Indebtedness Incurred in connection therewith) the Consolidated Leverage Ratio on the most recent Test Date did not exceed 5.0 to 1.0 and (iii) Available Retained ECF would be a positive number if Available Retained ECF is reduced by the amount of such Investments;

(r) Investments that are captured by, added to the value of or consisting of the Seller’s Retained Interests in connection with a Permitted Securitization;

(s) intercompany loans permitted by Section 8.2(u);

(t) advances of payroll payments to employees in the ordinary course of business; and

(u) guarantees of leases (other than Capitalized Lease Obligations), contracts, or of other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business.

8.9. Optional Payments and Modifications of Certain Debt Instruments. (a) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to any of the Unsecured Notes (other

77

than the conversion of any of the Unsecured Notes to Capital Stock of Holdings (other than Disqualified Capital Stock)) or (b) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any of the Unsecured Notes (other than technical corrections or modifications) (i) except as permitted by Section 8.2(f) (in the case of an increase in principal amount), which shortens the fixed maturity or increases the principal amount of, or increases the rate or shortens the time of payment of interest on, or increases the amount or shortens the time of payment of any principal or premium payable whether at maturity, at a date fixed for prepayment or by acceleration or otherwise of the Indebtedness evidenced by any Unsecured Notes, or increases the amount of, or accelerates the time of payment of, any fees or other amounts payable in connection therewith; (ii) which adds or relates to any material affirmative or negative covenants or any events of default or remedies thereunder and the effect of which is to subject the Borrower or any of its Subsidiaries to any more onerous or more restrictive provisions; or (iii) which otherwise adversely affects the interests of the Lenders with respect to any of the Unsecured Notes or the interests of the Lenders under this Agreement or any other Loan Document in any material respect.

8.10. Transactions with Affiliates. Enter into any transaction, including any purchase, sale, lease or exchange of property, the rendering of any service or the payment of any management, advisory or similar fees, with any Affiliate (other than Holdings, the Borrower or any Wholly Owned Subsidiary) unless such transaction is (i) otherwise permitted under this Agreement, (ii) in the ordinary course of business of the relevant Group Member and (iii) upon fair and reasonable terms not materially less favorable to the relevant Group Member, than it would obtain in an arm’s length transaction with a Person that is not an Affiliate. Notwithstanding the foregoing, the Borrower and its Subsidiaries may do the following:

(a) Restricted Payments may be made to the extent permitted by Section 8.6;

(b) loans may be made and other transactions may be entered into by the Borrower and its Subsidiaries to the extent permitted by Sections 8.2, 8.4, 8.5 and 8.8;

(c) customary fees and indemnifications may be paid to directors of any Parent, Holdings, the Borrower and its Subsidiaries;

(d) the Borrower and its Subsidiaries may enter into, and may make payments under, employment agreements, employee benefits plans, stock option plans, indemnification provisions and other similar compensatory arrangements with officers, employees and directors of any Parent, Holdings, the Borrower and its Subsidiaries in the ordinary course of business;

(e) the Borrower and its Subsidiaries may pay fees, expenses and any other amounts payable to the Sponsors and perform their other obligations pursuant to the terms of the Management Agreement so long as no Default under Section 9(a) or (f) has occurred and is continuing; provided that, to the extent any fees, expenses, and other amounts payable to the Sponsors under this Section 8.10(e) are not permitted to be paid in cash pursuant to the foregoing shall accrue and shall be paid after any Defaults under Section 9(a) or (f) have been cured or waived;

(f) the execution, delivery and performance of a tax sharing agreement with respect to any of the charges, taxes or assessments described in clause (B) of Section 8.6(c)(ii), to the extent that payments in connection with such tax sharing agreement are permitted by Section 8.6(c)(ii);

78

(g) the Merger, the Equity Contribution and any other contemporaneous transactions contemplated hereby (including the payment of fees and expenses in connection therewith) shall be permitted;

(h) transactions related to Permitted Securitizations;

(i) sales of Capital Stock (other than Disqualified Capital Stock) of Holdings to its Affiliates and options and warrants exercisable therefore and the granting of registration and other customary rights in connection therewith; and

(j) any transaction with an Affiliate where the only consideration paid is Capital Stock of Holdings (other than Disqualified Capital Stock).

8.11. Sales and Leasebacks. Enter into any arrangement with any Person providing for the leasing by any Group Member of real or personal property that has been or is to be sold or transferred by such Group Member to such Person or to any other Person to whom funds have been or are to be advanced by such Person on the security of such property or rental obligations of such Group Member, except for (a) a sale of real or personal property made for cash consideration in an amount not less than the cost of such real or personal property and consummated within 270 days after the Borrower or any Subsidiary acquires, makes improvements or completes the construction of such property, and (b) any other sale and contemporaneous leaseback of any real property and any associated fixtures and equipment for cash consideration in an aggregate amount not less than the fair market value of such property (as determined in good faith by the Board of Directors of the Borrower) and on leaseback terms determined in good faith by the Board of Directors of the Borrower to be fair to the Borrower and its Subsidiaries.

8.12. Hedge Agreements. Enter into any Hedge Agreement, except (a) Hedge Agreements entered into to hedge or mitigate risks to which the Borrower or any Subsidiary has actual exposure (other than those in respect of Capital Stock) and (b) Hedge Agreements entered into in order to effectively cap, collar or exchange interest rates (from fixed to floating rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of the Borrower or any Subsidiary.

8.13. Changes in Fiscal Periods. Permit the fiscal year of the Borrower to end on or about a day other than December 31 or change the Borrower’s method of determining fiscal quarters without the prior consent of the Administrative Agent (not to be unreasonably withheld).

8.14. Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Group Member to create, become subject to, assume or otherwise incur, or suffer to exist, any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is or may become a party other than (a) this Agreement and the other Loan Documents, (b) any of the Indentures and any agreements evidencing any refinancing of the Unsecured Notes permitted by Section 8.2(f), (c) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby, if the prohibition or limitation therein is only effective against the assets financed thereby, (d) agreements for the benefit of the holders of Liens described in Sections 8.3(k) or 8.3(l) and applicable solely to the property subject to such Lien and (e) agreements related to any Permitted Securitization.

8.15. Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of any Group Member to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held

79

by, or pay any Indebtedness owed to, any Group Member, (b) make loans or advances to, or other Investments in, any Group Member or (c) transfer any of its assets to any Group Member, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the Closing Date (including the Indentures), (iii) any encumbrance or restriction with respect to a Subsidiary or any of its Subsidiaries pursuant to an agreement relating to any Indebtedness Incurred by such Subsidiary prior to the date on which it became a Subsidiary (other than Indebtedness Incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary) and outstanding on such date, which encumbrance or restriction is not applicable to the any other Group Member or the properties or assets of any other Group Member, (iv) any encumbrance or restriction pursuant to an agreement effecting a refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (i), (ii) or (iii) of this covenant or this clause (iv) or contained in any amendment to an agreement referred to in clause (i), (ii) or (iii) of this covenant or this clause (iv); provided, however, that the encumbrances and restrictions contained in any such refinancing agreement or amendment are not materially less favorable taken as a whole, as determined by the Borrower in good faith, to the Lenders than the encumbrances and restrictions contained in such predecessor agreement, (v) with respect to clause (c), any encumbrance or restriction (A) that restricts the subletting, assignment or transfer of any property or asset or right and is contained in any lease, license or other contract entered into in the ordinary course of business or (B) contained in security agreements securing Indebtedness of a Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements, (vi) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (vii) any encumbrances or restrictions applicable solely to a Foreign Subsidiary and contained in any Credit Facility extended to any Foreign Subsidiary; (viii) restrictions in the transfers of assets encumbered by a Lien permitted by Section 8.3, (ix) any encumbrance or restriction arising under or in connection with any agreement or instrument relating to any Indebtedness permitted by Section 8.2(k) if (A) either (x) the encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant contained in the terms of such agreement or instrument or (y) the Borrower in good faith determines that such encumbrance or restriction will not cause the Borrower not to have the funds necessary to pay the Obligations when due and (B) the encumbrance or restriction is not materially more disadvantageous to the Lenders than is customary in comparable financings (as determined in good faith by the Borrower), (x) any encumbrance or restriction arising under or in connection with any agreement or instrument governing Capital Stock of any Person other than a Wholly Owned Subsidiary that is acquired after the Closing Date, (xi) customary restrictions and conditions contained in any agreement relating to the Disposition of any property permitted by Section 8.5 pending the consummation of such Disposition, (xii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures and (xiii) any encumbrance or restriction in agreements related to any Permitted Securitization.

8.16. Lines of Business. Enter into any business, either directly or through any Subsidiary, except for those businesses in which the Borrower and its Subsidiaries are engaged on the Closing Date or that are reasonably related thereto or are reasonable extensions thereof.

Amendments to Acquisition Documents. Amend, supplement or otherwise modify the terms and conditions of the Acquisition Documentation in any manner materially adverse to the interests of the Lenders without the prior consent of the Lead Arrangers (such consent not to be unreasonably withheld).

80

SECTION 9. EVENTS OF DEFAULT

If any of the following events shall occur and be continuing:

(a) the Borrower shall fail to pay any principal of any Loan or Reimbursement Obligation when due in accordance with the terms hereof; or the Borrower shall fail to pay any interest on any Loan or Reimbursement Obligation, or any other amount payable hereunder or under any other Loan Document, within three Business Days after any such interest or other amount becomes due in accordance with the terms hereof; or

(b) any representation or warranty made or deemed made by any Loan Party herein or in any other Loan Document shall prove to have been inaccurate in any material respect on or as of the date made or deemed made; or

(c) any Loan Party shall fail to observe or perform of any agreement contained in clause (i) or (ii) of Section 7.4(a) (with respect to Holdings and the Borrower only), Section 7.7(a) or Section 8 of this Agreement or Sections 5.5 and 5.7(b) of the Guarantee and Collateral Agreement, or an “Event of Default” under and as defined in any Mortgage shall have occurred and be continuing; provided that any Event of Default under Section 8.1(a) shall not constitute an Event of Default with respect to the Term Loans until the earlier of (i) the date that is 30 days after the date such Event of Default arises and is continuing with respect to the Revolving Loans and (ii) the date on which the Administrative Agent or the Revolving Lenders exercise any remedies with respect to the Revolving Loans in accordance with Section 9; and provided, further, that any Event of Default under Section 8.1(a) may be waived, amended or otherwise modified from time to time pursuant to clause (xii) of Section 11.1; or

(d) any Loan Party shall fail to observe or perform any other agreement contained in this Agreement or any other Loan Document (other than as provided in paragraphs (a) through (c) of this Section 9), and such failure shall continue unremedied for a period of 30 days after written notice thereof is given to the Borrower by the Administrative Agent or any Lender; or

(e) any Group Member shall (i) default in making any payment of any principal of any Indebtedness (including any Hedge Agreement or Guarantee Obligation, but excluding the Loans) on the scheduled or original due date with respect thereto; or (ii) default in making any payment of any interest on any such Indebtedness beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created; or (iii) default in the observance or performance of any other agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist beyond the period of grace provided in such instrument or agreement, if any, the effect of which default or other event or condition is to cause, or to permit the holder or beneficiary of such Indebtedness (or a trustee or agent on behalf of such holder or beneficiary) to cause, with the giving of notice if required, such Indebtedness to become due prior to its stated maturity or to become subject to a mandatory offer to purchase by the obligor thereunder or (in the case of any such Indebtedness constituting a Guarantee Obligation) to become payable; provided, that a default, event or condition described in clause (i), (ii) or (iii) of this paragraph (e) shall not at any time constitute an Event of Default unless, at such time, one or more defaults, events or conditions of the type described in clauses (i), (ii) and (iii) of this paragraph (e) shall have occurred and be continuing with respect to Indebtedness the outstanding principal amount of which exceeds in the aggregate $35,000,000; or

81

(f) (i) any Group Member shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or any Group Member shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against any Group Member any case, proceeding or other action of a nature referred to in clause (i) above that (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of 60 days; or (iii) there shall be commenced against any Group Member any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets that results in the entry of an order for any such relief that shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof; or (iv) any Group Member shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) any Group Member shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; or

(g) (i) any Person shall engage in any “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan, (ii) any “accumulated funding deficiency” (as defined in Section 302 of ERISA), whether or not waived, shall exist with respect to any Plan or any Lien in favor of the PBGC or a Plan shall arise on the assets of any Group Member or any Commonly Controlled Entity, (iii) a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Single Employer Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is, in the reasonable opinion of the Required Lenders, likely to result in the termination of such Plan for purposes of Title IV of ERISA, (iv) any Single Employer Plan shall terminate in a distress termination under Section 4041(c) of ERISA or in an involuntary termination by the PBGC under Section 4042 of ERISA, (v) any Group Member or any Commonly Controlled Entity shall, or in the reasonable opinion of the Required Lenders is likely to, Incur any liability in connection with a withdrawal from, or the Insolvency or Reorganization of, a Multiemployer Plan or (vi) any other event or condition shall occur or exist with respect to a Plan; and in each case in clauses (i), (iii), (iv), (v) and (vi) above, such event or condition, together with all other such events or conditions, if any, would, in the aggregate, reasonably be expected to have a Material Adverse Effect; or

(h) one or more judgments or decrees shall be entered against any Group Member involving in the aggregate a liability (not paid or fully covered by insurance) of $35,000,000 or more, and all such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof; or

(i) any of the Security Documents shall cease, for any reason other than as set forth in Section 11.14, to be in full force and effect, or any Loan Party shall so assert, or any Lien created by any of the Security Documents shall cease to be enforceable or (except as expressly set forth therein or as a result of the actions, or lack thereof, by the Administrative Agent) perfected as to any property of the Loan Parties having an aggregate value exceeding $35,000,000; or

(j) the guarantee contained in Section 2 of the Guarantee and Collateral Agreement shall cease, for any reason, to be in full force and effect or any Loan Party shall so assert; or

82

(k) (i) at any time prior to the initial registered public offering of voting Capital Stock of Holdings or any Parent, the Permitted Investors shall in the aggregate be the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act) of (x) so long as Holdings is a Subsidiary of any Parent (other than a Parent that is a Subsidiary of another Parent), shares of voting Capital Stock having less than a majority of the total voting power of all outstanding shares of such Parent or (y) if Holdings is not a Subsidiary of any Parent, shares of voting Capital Stock having less than a majority of the total voting power of all outstanding shares of voting Capital Stock of Holdings, (ii) at any time on and after the date of the initial registered public offering of voting Capital Stock of Holdings or any Parent, (x) the Permitted Investors shall in the aggregate be the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act) of (A) so long as Holdings is a Subsidiary of any Parent (other than a Parent that is a Subsidiary of another Parent), shares of voting Capital Stock having less than 35% of the total voting power of all outstanding shares of such Parent or (B) if Holdings is not a Subsidiary of any Parent, shares of voting Capital Stock having less than 35% of the total voting power of all outstanding shares of voting Capital Stock of Holdings, and (y) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than one or more Permitted Investors, shall be the “beneficial owner” of (A) so long as Holdings is a Subsidiary of any Parent (other than a Parent that is a Subsidiary of another Parent), shares of voting Capital Stock having a greater amount of the voting power of all outstanding shares of voting Capital Stock of such Parent than such shares of which the Permitted Investors in the aggregate are the “beneficial owner” or (B) if Holdings is not a Subsidiary of any Parent, shares of voting Capital Stock having a greater amount of the voting power of all outstanding shares of the voting Capital Stock of Holdings than such shares of which the Permitted Investors in the aggregate are the “beneficial owner”; (iii) the board of directors of Holdings or any Parent shall cease to consist of a majority of Continuing Directors; (iv) Holdings shall cease to hold and own beneficially, of record and directly, and control 100% of each class of outstanding Capital Stock of the Borrower free and clear of all Liens (except Liens created by the Guarantee and Collateral Agreement); or (v) a Specified Change of Control shall occur and the Borrower delivers or is required to deliver a change of control notice to any of the holders or lenders pursuant to any of the Unsecured Notes; or

(l) Holdings shall (i) conduct, transact or otherwise engage in, or commit to conduct, transact or otherwise engage in, any business or operations other than those incidental to its direct or indirect ownership of the Capital Stock of the Borrower and its Subsidiaries, provided that Holdings may engage in those activities that are incidental to (A) the maintenance of its corporate existence in compliance with applicable law, (B) legal, tax and accounting matters in connection with any of the foregoing or following activities, (C) the entering into, and performing its obligations under, this Agreement, the other Loan Documents and the Management Agreement and Management Stock Agreements, in each case to which it is a party, (D) the issuance, sale or repurchase of its Capital Stock to the extent permitted under this Agreement, (E) dividends or distributions on its Capital Stock, (F) the filing of registration statements, and compliance with applicable reporting and other obligations, under federal, state or other securities laws, (G) the listing of its equity securities and compliance with applicable reporting and other obligations in connection therewith, (H) the retention of (and the entry into, and exercise of rights and performance of obligations in respect of, contracts and agreements with) transfer agents, private placement agents, underwriters, counsel, accountants and other advisors and consultants, (I) the performance of obligations under and compliance with its certificate of incorporation and by-laws, or any applicable law, ordinance, regulation, rule, order, judgment, decree or permit, including as a result of or in connection with the activities of its Subsidiaries, (J) the incurrence and payment of its operating and business expenses and any taxes for which it may be liable, (K) making loans to or other Investments in the Borrower or any Wholly-Owned Subsidiary Guarantor as and to the extent not prohibited by this Agreement, or (ii) create, assume, become obligated for or otherwise Incur, or suffer to exist, any Indebtedness or other liabilities or financial obligations, except (A) nonconsensual

83

obligations imposed by operation of law, (B) pursuant to the Loan Documents to which it is a party, (C) obligations with respect to its Capital Stock, (D) Indebtedness owed to the Borrower or any Wholly-Owned Subsidiary Guarantor as and to the extent not prohibited by this Agreement and (E) other liabilities and obligations not constituting Indebtedness permitted in clause (i) above; or

then, and in any such event, (A) if such event is an Event of Default specified in clause (i) or (ii) of paragraph (f) above with respect to the Borrower, automatically the Commitments shall immediately terminate and the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) shall immediately become due and payable, and (B) if such event is any other Event of Default, either or both of the following actions may be taken (it being understood that during any period during which an Event of Default under Section 8.1(a) exists solely with respect to the Revolving Loans and/or the Revolving Commitments, the Administrative Agent may, and at the request of the Majority Facility Lenders under the Revolving Facility shall, take any of the following actions solely as they relate to Revolving Loans and/or the Revolving Commitments): (i) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower declare the Revolving Commitments to be terminated forthwith, whereupon the Revolving Commitments shall immediately terminate; and (ii) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower, declare the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) to be due and payable forthwith, whereupon the same shall immediately become due and payable. With respect to all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant to this paragraph, the Borrower shall at such time Cash Collateralize the aggregate then undrawn and unexpired amount of such Letters of Credit. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay any of the other Secured Obligations pursuant to the requirements of the Collateral Agreement. After all such Letters of Credit shall have expired or been fully drawn upon, all Reimbursement Obligations shall have been satisfied and all other Secured Obligations shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrower (or such other Person as may be lawfully entitled thereto). Except as expressly provided above in this Section 9, presentment, demand, protest and all other notices of any kind are hereby expressly waived by the Borrower.

SECTION 10. THE AGENTS

10.1. Appointment. Each Lender hereby irrevocably designates and appoints each Agent as the agent of such Lender under this Agreement and the other Loan Documents, and each such Lender irrevocably authorizes such Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to such Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Agent.

84

10.2. Delegation of Duties. Each Agent may execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall be responsible for the negligence or misconduct of any agents or attorneys in-fact selected by it with reasonable care.

10.3. Exculpatory Provisions. Neither any Agent nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party.

10.4. Reliance by Agents. Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including counsel to Holdings or the Borrower), independent accountants and other experts selected by such Agent. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. Each Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. The Agents shall in all cases be fully protected against any action or claim by any Lender or affiliate thereof, in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans.

10.5. Notice of Default. No Agent shall be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder unless such Agent has received notice from a Lender, Holdings or the Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default”. In the event that the Administrative Agent receives such a notice, the Administrative Agent shall give notice thereof to the Lenders. The Administrative Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement); provided, that unless and until the Administrative Agent shall have received such directions, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of the Lenders.

85

10.6. Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that neither the Agents nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by any Agent hereafter taken, including any review of the affairs of a Loan Party or any affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by any Agent to any Lender. Each Lender represents to the Agents that it has, independently and without reliance upon any Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their affiliates and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Loan Party or any affiliate of a Loan Party that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates.

10.7. Indemnification. The Lenders agree to indemnify each Agent in its capacity as such (to the extent not reimbursed by Holdings or the Borrower and without limiting the obligation of Holdings or the Borrower to do so), ratably according to their respective Aggregate Exposure Percentages in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Aggregate Exposure Percentages immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent in any way relating to or arising out of, the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent under or in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent’s gross negligence or willful misconduct. The agreements in this Section 10.7 shall survive the payment of the Loans and all other amounts payable hereunder.

10.8. Agent in Its Individual Capacity. Each Agent and its affiliates may make loans to, accept deposits from and generally engage in any kind of business with any Loan Party as though such Agent were not an Agent. With respect to its Loans made or renewed by it and with respect to any Letter of Credit issued or participated in by it, each Agent shall have the same rights and powers under this Agreement and the other Loan Documents as any Lender and may exercise the same as though it were not an Agent, and the terms “Lender” and “Lenders” shall include each Agent in its individual capacity.

10.9. Successor Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided below, the Administrative Agent may resign as Administrative Agent. If the Administrative Agent shall have given notice of its resignation as

86

Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 9(a) or Section 9(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, then the resigning Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. The Syndication Agent may, at any time, by notice to the Lenders and the Administrative Agent, resign as Syndication Agent hereunder, whereupon the duties, rights, obligations and responsibilities of the Syndication Agent hereunder shall automatically be assumed by, and inure to the benefit of, the Administrative Agent, without any further act by the Syndication Agent, the Administrative Agent or any Lender. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents.

10.10. Agents Generally. Except as expressly set forth herein, no Agent shall have any duties or responsibilities hereunder in its capacity as such.

10.11. Agents Other than the Administrative Agent. The Lead Arrangers, the Syndication Agent, the Co-Documentation Agents and the Joint Bookrunners, in their capacity as such, shall have no duties or responsibilities, and shall incur no liability, under this Agreement or any other Loan Document.

10.12. Withholding Tax. To the extent required by any applicable law, the Administrative Agent may withhold from any interest payment to any Lender an amount equivalent to any applicable withholding tax. If any Governmental Authority asserts a claim that the Administrative Agent did not properly withhold tax from amounts paid to or for the account of any Lender because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify the Administrative Agent of a change in circumstance which rendered the exemption from, or reduction of, withholding tax ineffective or for any other reason, such Lender shall indemnify the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as tax or otherwise, including any penalties or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred.

SECTION 11. MISCELLANEOUS

11.1. Amendments and Waivers. Except as provided in Section 2.4, none of this Agreement, any other Loan Document, or any terms hereof or thereof may be amended, supplemented or modified except in accordance with the provisions of this Section 11.1. The Required Lenders and each Loan Party to the relevant Loan Document may, or, with the written consent of the Required Lenders, the Administrative Agent and each Loan Party to the relevant Loan Document may, from time to time, (a) enter into written amendments, supplements or modifications hereto and to the other Loan Documents for the purpose of adding any provisions to this Agreement or the other Loan Documents or changing in any manner the rights of the Lenders or of the Loan Parties hereunder or thereunder or (b) waive, on such

87

terms and conditions as the Required Lenders or the Administrative Agent, as the case may be, may specify in such instrument, any of the requirements of this Agreement or the other Loan Documents or any Default or Event of Default and its consequences; provided, however, that no such waiver and no such amendment, supplement or modification shall (i) forgive the principal amount or extend the final scheduled date of maturity of any Loan, reduce the stated rate of any interest or fee payable hereunder (except (x) in connection with the waiver of applicability of any post-default increase in interest rates, which waiver shall be effective with the consent of the Majority Facility Lenders of each adversely affected Facility and (y) that any amendment or modification of defined terms used in the financial covenants in this Agreement shall not constitute a reduction in the rate of interest or fees for purposes of this clause (i)) or extend the scheduled date of any payment thereof, or increase the amount or extend the expiration date of any Lender’s Commitment, in each case without the written consent of each Lender directly affected thereby; (ii) eliminate or reduce the voting rights of any Lender under this Section 11.1 without the written consent of such Lender; (iii) reduce any percentage specified in the definition of Required Lenders, consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement and the other Loan Documents or, except as set forth in Section 11.14, release all or substantially all of the Collateral or release all or substantially all of the Subsidiary Guarantors from their obligations under the Guarantee and Collateral Agreement, in each case without the written consent of all Lenders; (iv) extend the scheduled date or reduce the amount of any amortization payment in respect of any Term Loan, in each case, without the written consent of each Lender directly affected thereby; (v) amend, modify or waive any condition precedent to any extension of credit under the Revolving Facility set forth in Section 6.2 (including in connection with any waiver of any Default) without the written consent of the Majority Facility Lenders under the Revolving Facility; (vi) amend, modify or waive any provision of Section 4.8 without the written consent of the Majority Facility Lenders under each Facility affected thereby, except that the additional written consent of each Lender directly and adversely affected thereby shall be required in the case of Section 4.8(a), 4.8(c) and the first sentence of Section 4.8(b); (vii) reduce the percentage specified in the definition of Majority Facility Lenders with respect to any Facility without the written consent of all Lenders under such Facility; (viii) amend, modify or waive any provision of Section 10 without the written consent of each Agent adversely affected thereby; (ix) amend, modify or waive any provision of Section 3.3 or 3.4 without the written consent of the Swingline Lender; (x) amend, modify or waive any provision of Sections 3.7 to 3.14 without the written consent of the Issuing Lender; (xi) amend, modify or waive (A) any Loan Document so as to alter the ratable treatment of the Borrower Hedge Agreement Obligations and the Borrower Credit Agreement Obligations or (B) the definition of “Qualified Counterparty,” “Specified Hedge Agreement,” “Obligations,” “Borrower Obligations” (as defined in the Guarantee and Collateral Agreement), or “Borrower Hedge Agreement Obligations” (as defined in the Guarantee and Collateral Agreement), in each case in a manner adverse to any Qualified Counterparty with Obligations then outstanding without the written consent of any such Qualified Counterparty; or (xii) amend, modify or waive any of the terms and provisions (and related definitions) of Section 8.1(a) (even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Obligations or to reduce any fee payable hereunder) or any of the terms and provisions of the proviso set forth in clause (c) of Section 9, without the written consent of the Majority Facility Lenders under the Revolving Facility, and, notwithstanding anything else in this Agreement to the contrary, any such amendment, waiver or other modification shall be effective for all purposes of this Agreement with the written consent of only the Majority Facility Lenders under the Revolving Facility (or the Administrative Agent with the prior written consent thereof), on the one hand, and the Borrower, on the other hand. Any such waiver and any such amendment, supplement or modification shall apply equally to each of the Lenders and shall be binding upon the Loan Parties, the Lenders, the Agents and all future holders of the Loans. In the case of any waiver, the Loan Parties, the Lenders and the Agents shall be restored to their former position and rights hereunder and under the other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon.

88

Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrower (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof (collectively, the “Additional Extensions of Credit”) to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loans and Revolving Extensions of Credit and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders and Majority Facility Lenders.

In addition, notwithstanding the foregoing, this Agreement may be amended with the written consent of the Administrative Agent, the Borrower and the Lenders providing the relevant Replacement Term Loans (as defined below) to permit the refinancing of all outstanding Term Loans (“Refinanced Term Loans”) with a replacement term loan tranche hereunder (“Replacement Term Loans”), but only if (a) the aggregate principal amount of the Replacement Term Loans does not exceed the aggregate principal amount of the Refinanced Term Loans, (b) the Applicable Margin for the Replacement Term Loans is not higher than the Applicable Margin for the Refinanced Term Loans, (c) the weighted average life to maturity of the Replacement Term Loans is not shorter than the weighted average life to maturity of such Refinanced Term Loans at the time of the refinancing and (d) all other terms applicable to such Replacement Term Loans are substantially identical to, or less favorable to the Lenders providing such Replacement Term Loans than, those applicable to such Refinanced Term Loans, except to the extent necessary to provide for covenants and other terms applicable to any period after the latest final maturity of the Term Loans in effect immediately prior to such refinancing.

11.2. Notices. (a) All notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing (including by telecopy or electronic .pdf), and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered, or three Business Days after being deposited in the mail, postage prepaid, or, in the case of telecopy notice, when received, addressed as follows in the case of Holdings, the Borrower and the Agents, and as set forth in an administrative questionnaire delivered to the Administrative Agent in the case of the Lenders, or to such other address as may be hereafter notified by the respective parties hereto:

Holdings:	KAR Holdings II, LLC
	c/o Kelso & Company
	320 Park Avenue, 24th Floor
	New York, NY 10022
	Attention: James Conners
	Telecopy: (212) 223-2379
	Telephone: (212) 751-3939
	with a copy to:
	James M. Douglas, Esq.
	Skadden, Arps, Slate, Meagher & Flom LLP
	4 Times Square
	New York, NY 10036-6522
	Telecopy: (917) 777-2868
	Telephone: (212) 735-2868

89

The Borrower:	KAR Holdings, Inc.
	13085 Hamilton Crossing Boulevard
	Carmel, Indiana 46032
	Attention: Brian T. Clingen
	Telecopy: (630) 371-3500
	Telephone: (800) 923-3725
	with a copy to:
	James M. Douglas, Esq.
	Skadden, Arps, Slate, Meagher & Flom LLP
	4 Times Square
	New York, NY 10036-6522
	Telecopy: (917) 777-2868
	Telephone: (212) 735-2868
The Administrative Agent:	Bear Stearns Corporate Lending Inc.
	383 Madison Avenue
	New York, NY 10179
	Attention: Bryan Carter
	Telecopy: (212) 272-9184
	Telephone: (212) 272-0219
	Email: bjcarter@bear.com

(b) No notice, request or demand to or upon any Agent, the Issuing Lender, the Lenders, Holdings or the Borrower shall be effective until received. Holdings and the Borrower shall be conclusively deemed to have received any notice, request or demand if such notice, request or demand is sent by courier service and delivery thereof is confirmed by the courier, if it is sent by fax or electronic .pdf and receipt thereof is confirmed orally, if it is sent by certified mail or if it is served by any manner of service of process permitted by law. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by the Administrative Agent. Approval of such procedures may be limited to particular notices or communications;

(c) (i) Notices and other communications to the Lenders and the Issuing Lender hereunder may be delivered or furnished by electronic communication (including email and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender or the Issuing Lender pursuant to Sections 2 and 3 if such Lender or the Issuing Lender, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or the Borrower may, in their discretion, agree to accept notices and other communications to each of them hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.

(ii) Unless the Administrative Agent otherwise prescribes, (a) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of

90

business on the next business day for the recipient, and (b) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (a) of notification that such notice or communication is available and identifying the website address therefore.

11.3. No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of any Agent or any Lender, any right, remedy, power or privilege hereunder or under the other Loan Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

11.4. Survival of Representations and Warranties. All representations and warranties made hereunder, in the other Loan Documents and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Agreement and the making of the Loans and other extensions of credit hereunder.

11.5. Payment of Expenses and Taxes; Indemnity. The Borrower agrees (a) to pay or reimburse each Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of counsel to such Agent and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower prior to the Closing Date (in the case of amounts to be paid on the Closing Date) and from time to time thereafter on a quarterly basis or such other periodic basis as such Agent shall deem appropriate, (b) to pay or reimburse each Lender and Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to such Agent, (c) to pay, indemnify, and hold each Lender and Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying Other Taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and Agent and each of their respective officers, directors, employees, attorneys, affiliates, agents and advisors (each, including each Lender and Agent, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of any Group Member or any of the Properties or the unauthorized use by Persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such Persons and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”), provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified

91

Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee or any of its Related Persons. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 11.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 11.5 shall be submitted pursuant to the notice information for the Borrower set forth in Section 11.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. The agreements in this Section 11.5 shall survive repayment of the Loans and all other amounts payable hereunder.

11.6. Successors and Assigns; Participations and Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any affiliate of the Issuing Lender that issues any Letter of Credit), except that (i) Holdings and the Borrower may not assign or otherwise transfer any of their respective rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by Holdings or the Borrower without such consent shall be null and void), (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 11.6 and (iii) the Borrower and its Subsidiaries shall not be entitled to rely on or enforce any of the provisions of this Agreement until the conditions set forth in Section 6.1 are satisfied and the Merger and first funding of Loans have been completed.

(b) (i) Subject to the conditions set forth in paragraph (c) below, any Lender may assign to one or more assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:

(A) the Borrower, provided that no consent of the Borrower shall be required for an assignment to a Lender, an affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other Person; provided, further, that no consent of the Borrower shall be required for an assignment by a Conduit Lender to its designated Lender, a conduit administered or managed by such Conduit Lender’s designated Lender or to such Conduit Lender’s liquidity providers;

(B) the Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment to an Assignee that is a Lender, an affiliate of a Lender or an Approved Fund immediately prior to giving effect to such assignment, except in the case of an assignment of a Revolving Commitment to an Assignee that does not already have a Revolving Commitment provided, further, that no consent of the Administrative Agent shall be required for an assignment by a Conduit Lender to its designated Lender, a conduit administered or managed by such Conduit Lender’s designated Lender or to such Conduit Lender’s liquidity providers; and

(C) the Issuing Lender and the Swingline Lender, in case of an assignment of a Revolving Commitment.

(ii) Assignments shall be subject to the following additional conditions:

(A) except in the case of an assignment to a Lender, an affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 (or, in the case of Term Loans, $1,000,000) unless each of the Borrower and the Administrative Agent otherwise consent, provided that (1) no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Funds, if any;

92

(B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; provided that no more than one such fee shall be payable in connection with simultaneous assignments to or by two or more Approved Funds;

(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire; and

(D) in the case of an assignment by a Conduit Lender to an Assignee that is not its designated Lender, another Conduit Lender administered or managed by such Conduit Lender’s designated Lender or such Conduit Lender’s liquidity providers (each such Assignee, a “Third Party Assignee”), such Conduit Lender’s designated Lender shall concurrently assign to the such Third Party Assignee or, if such Third Party Assignee is a conduit not administered by such designated Lender, to an Assignee designated by such Third Party Assignee an amount of its Commitment at least equal to the amount of the Loans assigned to such Third Party Assignee by such Conduit Lender; provided that if in connection with such assignment such Conduit Lender notifies the Borrower or the Administrative Agent that such Conduit Lender shall not make any additional Loans under this Agreement, such Conduit Lender’s designated Lender shall assign its entire Commitment to such Third Party Assignee or, if such Third Party Assignee is a conduit not administered by such designated Lender, to an Assignee designated by such Third Party Assignee.

(iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) below, from and after the effective date specified in each Assignment and Assumption the Assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 4.9, 4.10, 4.11 and 11.5). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 11.6 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with, and subject to the limitations of Section 11.6 (c).

(iv) The Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amount of the Loans and L/C Obligations owing to, each Lender pursuant to the

93

terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent, the Issuing Lender and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, the Issuing Lender and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an Assignee, the Assignee’s completed administrative questionnaire (unless the Assignee shall already be a Lender hereunder), and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

(c) (i) Any Lender may, without the consent of the Borrower or the Administrative Agent, sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrower, the Administrative Agent, the Issuing Lender and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that (1) requires the consent of each Lender directly affected thereby pursuant to the proviso to the second sentence of Section 11.1 and (2) directly affects such Participant. Subject to paragraph (c)(ii) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 4.9, 4.10 or 4.11 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section 11.6. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.7(b) as though it were a Lender, provided such Participant shall be subject to Section 11.7(a) as though it were a Lender.

(ii) A Participant shall not be entitled to receive any greater payment under Section 4.9 or 4.10 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant. Any Participant that is a Non-U.S. Lender shall not be entitled to the benefits of Section 4.10 unless such Participant complies with Section 4.10(d).

(d) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or Assignee for such Lender as a party hereto.

(e) The Borrower, upon receipt of written notice from the relevant Lender, agrees to issue Notes to any Lender requiring Notes to facilitate transactions of the type described in paragraph (d) above.

94

(f) Notwithstanding the foregoing, any Conduit Lender may assign any or all of the Loans it may have funded hereunder to its designating Lender without the consent of the Borrower or the Administrative Agent and without regard to the limitations set forth in Section 11.6(b). Each of Holdings, the Borrower, each Lender and the Administrative Agent hereby confirms that it will not institute against a Conduit Lender or join any other Person in instituting against a Conduit Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding under any state bankruptcy or similar law, for one year and one day after the payment in full of the latest maturing commercial paper note issued by such Conduit Lender; provided, however, that each Lender designating any Conduit Lender hereby agrees to indemnify, save and hold harmless each other party hereto for any loss, cost, damage or expense arising out of its inability to institute such a proceeding against such Conduit Lender during such period of forbearance.

11.7. Adjustments; Set-off. (a) Except to the extent that this Agreement expressly provides for payments to be allocated to a particular Lender or to the Lenders under a particular Facility, if any Lender (a “Benefited Lender”) shall, at any time after the Loans and other amounts payable hereunder shall immediately become due and payable pursuant to Section 9, receive any payment of all or part of the Obligations owing to it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 9(f), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the Obligations owing to such other Lender, such Benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of the Obligations owing to each such other Lender, or shall provide such other Lenders with the benefits of any such collateral, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest.

(b) In addition to any rights and remedies of the Lenders provided by law, each Lender shall have the right upon the occurrence and during the continuance of an Event of Default, without prior notice to Holdings or the Borrower, any such notice being expressly waived by Holdings and the Borrower to the extent permitted by applicable law, upon any amount becoming due and payable by Holdings or the Borrower hereunder (whether at the stated maturity, by acceleration or otherwise), to set off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of Holdings or the Borrower, as the case may be. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such setoff and application made by such Lender, provided that the failure to give such notice shall not affect the validity of such setoff and application.

11.8. Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Agreement by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof. A set of the copies of this Agreement signed by all the parties shall be lodged with the Borrower and the Administrative Agent.

11.9. Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

95

11.10. Integration. This Agreement and the other Loan Documents represent the entire agreement of Holdings, the Borrower, the Agents and the Lenders with respect to the subject matter hereof and thereof. This Agreement supersedes all prior commitments and undertakings of any or all of the Agents and Lenders relating to the financing contemplated hereby. There are no promises, undertakings, representations or warranties by any Agent or any Lender relative to subject matter hereof not expressly set forth or referred to herein or in the other Loan Documents.

11.11. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

11.12. Submission To Jurisdiction; Waivers. Each of Holdings, the Borrower, the Agents and the Lenders hereby irrevocably and unconditionally:

(a) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the State of New York, the courts of the United States for the Southern District of New York, and appellate courts from any thereof;

(b) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to Holdings or the Borrower, as the case may be at its address set forth in Section 11.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto;

(d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction; and

(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section any special, exemplary, punitive or consequential damages.

11.13. Acknowledgments. Each of Holdings and the Borrower hereby acknowledges that:

(a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents;

(b) no Agent or Lender has any fiduciary relationship with or duty to Holdings or the Borrower arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between the Agents and Lenders, on one hand, and Holdings and the Borrower, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and

96

(c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among Holdings, the Borrower and the Lenders.

11.14. Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 11.1) to take any action requested by the Borrower having the effect of releasing any Collateral or guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document or that has been consented to in accordance with Section 11.1 or (ii) under the circumstances described in paragraph (b) below.

(b) At such time as (i) the Loans, the Reimbursement Obligations and the other obligations under the Loan Documents (other than contingent surviving indemnity obligations in respect of which no claim or demand has been made and obligations under or in respect of Hedge Agreements or Specified Cash Management Arrangements) shall have been paid in full, the Commitments have been terminated and no Letters of Credit shall be outstanding and (ii) except as otherwise agreed by the affected Qualified Counterparties, the net termination liability under or in respect of, and other amounts due and payable under, Specified Hedge Agreements at such time shall have been (A) paid in full, (B) secured by the most senior liens upon the most extensive collateral securing any secured Indebtedness of Loan Parties which provided a source of funding for repayment of any portion of the Loans outstanding at the time the Loans were paid in full, equally and ratably with such Indebtedness (whether or not other obligations are also secured equally and ratably with such liens or by junior liens upon such collateral), if (1) the agreement governing such Indebtedness provides the affected Qualified Counterparties with equivalent rights to those set forth in this Agreement as to the release or subordination of such senior liens and (2) the affected Qualified Counterparties are reasonably satisfied that the Moody’s and S&P debt ratings applicable to such Indebtedness are not lower than the debt ratings then most recently applicable to the Facilities, or (C) secured by any other collateral arrangement satisfactory to the Qualified Counterparty in its reasonable discretion, the Collateral shall be released from the Liens created by the Security Documents, and the Security Documents and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. Additionally, the Administrative Agent shall deliver such other documentation reasonably requested by the Borrower to evidence the termination of this Agreement and the other Loan Documents and/or the termination of the Liens on the Collateral, in favor of the Administrative Agent for the benefit of the Secured Parties, all in form reasonably satisfactory to the Administrative Agent and the Borrower. Any such documentation shall be made without recourse, representation or warranty. The Borrower shall pay all costs and expenses (including, but not limited to, reasonable attorney’s fees), that the Administrative Agent incurs in preparing and delivering the foregoing documents (or reviewing forms of such documents prepared by the Borrower or its counsel).

11.15. Confidentiality. Each Agent and each Lender agrees to keep confidential all non-public information provided to it by any Loan Party pursuant to or in connection with this Agreement that is designated by such Loan Party as confidential; provided that nothing herein shall prevent any Agent or any Lender from disclosing any such information (a) to any Agent, any other Lender or any Lender Affiliate, (b) to any actual or prospective Transferee or any direct or indirect counterparty to any Hedge Agreement (or any professional advisor to such counterparty), if such person is required to

97

maintain confidentiality, (c) to its employees, directors, agents, attorneys, accountants and other professional advisors or those of any of its affiliates if such person is required to maintain confidentiality, (d) upon the request or demand of any Governmental Authority, (e) in response to any order of any court or other Governmental Authority, or as may otherwise be required pursuant to any Requirement of Law, or if requested or required to do so in connection with any litigation or similar proceeding; provided, that such Agent or Lender, unless prohibited by any Requirement of Law, shall use reasonable efforts to notify the Borrower in advance of any disclosure pursuant to this clause (e) above but only to the extent reasonably practicable under the circumstances and on the understanding that no Agent or Lender shall incur any liability for failure to give such notice, (f) that has been publicly disclosed, (g) to the National Association of Insurance Commissioners or any similar organization or any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued with respect to such Lender, (h) in connection with the exercise of any remedy hereunder or under any other Loan Document or (i) to any rating agency when required by it, provided that, prior to any disclosure, such rating agency is required to maintain confidentiality. In addition, each Agent and each Lender may disclose the existence of this Agreement and the information about this Agreement to market data collectors, similar services providers to the lending industry, and service providers to the Agents and the Lenders in connection with the administration and management of this Agreement and the other Loan Documents.

11.16. WAIVERS OF JURY TRIAL. HOLDINGS, THE BORROWER, THE AGENTS AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

11.17. Delivery of Addenda. Each initial Lender not a signatory party hereto may become a party to this Agreement by delivering to the Administrative Agent an Addendum duly executed by such Lender.

11.18. USA PATRIOT Act. Each Lender hereby notifies the Borrower that pursuant to the requirements of the USA PATRIOT Act (Title III of Publ. L. 107-56 (signed into law October 26, 2001)), (the “Patriot Act”), it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender to identify the Borrower in accordance with the Patriot Act.

11.19. Certain Undertakings with Respect to Securitization Subsidiaries.

(a) Each Agent and Lender agrees that, prior to the date that is one year and one day after the payment in full of all the obligations of the Securitization Subsidiary in connection with and under a Securitization, (i) such Agent and such Lender shall not be entitled, whether before or after the occurrence of any Event of Default, to (A) institute against, or join any other Person in instituting against, any Securitization Subsidiary any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding under the laws of the United States or any State thereof, (B) transfer and register the Capital Stock of any Securitization Subsidiary or any other instrument evidencing any Seller’s Retained Interest in the name of the Administrative Agent or a Secured Party or any designee or nominee thereof, (C) foreclose such security interest regardless of the bankruptcy or insolvency of any Group Member, (D) exercise any voting rights granted or appurtenant to such Capital Stock of any Securitization Subsidiary or any other instrument evidencing any Seller’s Retained Interest or (E) enforce any right that the holder of any such capital stock of any Securitization Subsidiary or any other instrument evidencing any Seller’s Retained Interest might otherwise have to liquidate, consolidate, combine, collapse or

98

disregard the entity status of such Securitization Subsidiary, (ii) such Agent and such Lender hereby waives and releases any right to require (A) that any Securitization Subsidiary be in any manner merged, combined, collapsed or consolidated with or into any Group Member, including by way of substantive consolidation in a bankruptcy case or (B) that the status of any Securitization Subsidiary as a separate entity be in any respect disregarded and (iii) such Agent and such Lender agrees and acknowledges that the agent acting on behalf of the holders of securitization indebtedness of the Securitization Subsidiary is an express third party beneficiary with respect to Sections 11.19(a) and 11.19(b) and such agent shall have the right to enforce compliance by the Agents and Lenders with Sections 11.19(a) and 11.19(b).

(b) Notwithstanding anything to the contrary in the Security Documents or other Loan Documents, upon the transfer or purported transfer by any Group Member of Securitization Assets to a Securitization Subsidiary in a Securitization, any Liens with respect to such Securitization Assets arising under this Agreement, any Security Documents or any other Loan Documents shall automatically be released (and the Administrative Agent is hereby authorized to execute and enter into any such releases and other documents as the Borrower may reasonably request in order to give effect thereto).

[Remainder of Page Intentionally Left Blank]

99

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.

KAR HOLDINGS, INC., as Borrower
By:	/s/ Eric M. Loughmiller
Name:	Eric M. Loughmiller
Title:	Executive Vice President, Chief Financial
	Officer and Secretary
KAR HOLDINGS II, LLC, as Holdings
By:	/s/ Eric M. Loughmiller
Name:	Eric M. Loughmiller
Title:
ACKNOWLEDGED AND AGREED:
ADESA, INC., as Loan Party
By:	/s/ Eric M. Loughmiller
Name:	Eric M. Loughmiller
Title:
INSURANCE AUTO AUCTIONS, INC., as Loan Party
By:	/s/ Eric M. Loughmiller
Name:	Eric M. Loughmiller
Title:

S-1

BEAR, STEARNS & CO. INC., as Joint Lead Arranger and Joint Bookrunner
By:	/s/ Victor Bulzacchelli
Name:	Victor Bulzacchelli
Title:	Vice President
BEAR STEARNS CORPORATE LENDING INC., as Administrative Agent and Lender
By:	/s/ Victor Bulzacchelli
Name:	Victor Bulzacchelli
Title:	Vice President

S-2

UBS SECURITIES LLC, as Joint Lead Arranger, Joint Bookrunner and Syndication Agent
By:	/s/ Richard L. Tavrow
Name:	Richard L. Tavrow
Title:	Director
	Banking Products Services, US
By:	/s/ David B. Julie
Name:	David B. Julie
Title:	Associate Director
	Banking Products Services, US
UBS LOAN FINANCE LLC, as Lender
By:	/s/ Richard L. Tavrow
Name:	Richard L. Tavrow
Title:	Director
	Banking Products Services, US
By:	/s/ David B. Julie
Name:	David B. Julie
Title:	Associate Director
	Banking Products Services, US

S-3

GOLDMAN SACHS CREDIT PARTNERS L.P., as Co-Documentation Agent, Joint Bookrunner and Lender
By:	/s/ Bruce H. Mendelsohn
Name:	Bruce H. Mendelsohn
Title:	Authorized Signatory

S-4

DEUTSCHE BANK SECURITIES INC., as Co-Documentation Agent
By:	/s/ James Paris
Name:	James Paris
Title:	Managing Director
By:	/s/ Keith C. Braun
Name:	Keith C. Braun
Title:	Director

S-5

DEUTSCHE BANK TRUST COMPANY AMERICAS, as Lender
By:	/s/ Scottye Lindsey
Name:	Scottye Lindsey
Title:	Director
By:	/s/ Evelyn Thierry
Name:	Evelyn Thierry
Title:	Vice President

S-6

LASALLE BANK NATIONAL ASSOCIATION, as Swingline Lender, Issuing Lender and Lender
By:	/s/ Travis J. Burns
Name:	Travis J. Burns
Title:	First Vice President

S-7

Annex A

PRICING GRIDS

The Applicable Margins and Commitment Fee Rate shall be adjusted on a quarterly basis after the completion of the first full fiscal quarter of the Borrower following the Closing Date, based on the Consolidated Leverage Ratio determined as of the last day of the most recent fiscal quarter for which financial statements have been delivered, with each such adjustment to become effective on the date (the “Adjustment Date”) that is three Business Days after the date on which the relevant financial statements are delivered to the Lenders pursuant to Section 7.1 (it being understood that the first Adjustment Date after the Closing Date shall be based on the financial statements delivered for the fiscal quarter ended on September 30, 2007) and to remain in effect until the next adjustment is effected. In the event that any financial statement or Compliance Certificate delivered pursuant to Section 7.2(a) is shown to be inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and (a) such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall immediately deliver to the Administrative Agent a correct Compliance Certificate for such Applicable Period, (ii) the Applicable Margin shall be determined in accordance with the correct Compliance Certificate for such Applicable Period, and (iii) the Borrower shall immediately pay to the Administrative Agent the accrued additional interest owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Administrative Agent in accordance with Section 4.8 and (b) no refund, rebate, credit or reduction will be due or required if such inaccuracy, if corrected, would have led to the application of a lower Applicable Margin for any period. The foregoing provisions shall not limit the rights of the Administrative Agent and Lenders with respect to Section 4.5(c) and Section 9.

The Applicable Margins and Commitment Fee Rate effective on each Adjustment Date shall be determined in accordance with the pricing grids set forth below:

Revolving Loans, Swingline Loans (Base Rate Only) and Commitment Fee Rate

Pricing Level	Consolidated Leverage Ratio	Applicable Margin for Eurodollar Loans		Applicable Margin for Base Rate Loans		Commitment Fee Rate
I	>4.75 to 1.00	2.25	%	1.25	%	0.50	%
II	<4.75 to 1.00 but > 4.00 to 1.00	2.00	%	1.00	%	0.50	%
III	<4.00 to 1.00 but > 3.50 to 1.00	1.75	%	0.75	%	0.50	%
IV	<3.5 to 1.00	1.50	%	0.50	%	0.375	%

Term Loans

The Applicable Margins for the Term Loans will be set at Pricing Level I for each day in each Applicable Period except any day on which the following condition (the “Level II Condition”) is satisfied:

Level II Condition:

No Event of Default shall have occurred and shall have been continuing on the Adjustment Date for such Applicable Period and either:

(a) the Consolidated Leverage Ratio on the Adjustment Date (based on Consolidated EBITDA for the four-quarter period ended on the most recent Test Date preceding the Adjustment Date) was less than 4.75 to 1.0;

or

(b) both (i) the Borrower’s corporate family rating last issued by Moody’s was B1 (with a stable outlook) or better and (y) the Borrower’s corporate credit rating last issued by S&P was B+ (with a stable outlook) or better.

The Borrower shall notify the Administrative Agent promptly of each change in its debt ratings.

Pricing Level		Applicable Margin For Eurodollar Loans		Applicable Margin for Base Rate Loans
I	Level II Condition not satisfied	2.25	%	1.25	%
II	Level II Condition satisfied	2.00	%	1.00	%

* * * * *

All rates in each pricing grid are per annum rates.

If any financial statements referred to above are not delivered within the time periods specified in Section 7.1, then until the date that is three Business Days after the date on which such financial statements are delivered the highest rate set forth in each column of each pricing grid shall apply. At all times after maturity or acceleration of the maturity of the Loans or the delivery of notice to the Borrower by any Agent or the Required Lenders that an Event of Default has occurred and is continuing or occurrence of any Event of Default specified in Section 9(f) (until such time, if any, as such Event of Default may be cured or waived), the highest rate set forth in each column of each pricing grid shall apply.

The interest rate margins applicable to any Incremental Term Loan shall be determined by the Borrower and the Incremental Term Lenders funding such Incremental Term Loan.

SCHEDULE 1.1

Mortgaged Property

Birmingham 804 Sollie Drive Moody, AL 35004	Knoxville 1011 ADESA Parkway Lenoir City, TN 37771
Boston 63 Western Avenue Framingham, MA 01702	Lexington 672 Blue Sky Parkway Lexington, KY 40509
Charlotte 11600 Fruehauf Drive Charlotte, NC 28273	Long Island 425 Patchogue Yaphank Road Yaphank, NY 11980
Cincinnati/Dayton 4400 William C. Good Boulevard Franklin, OH 45005	Los Angeles 11625 Nino Way Mira Loma, CA 91752
Cleveland 210 East Twinsburg Road Northfield, OH 44067	Memphis 5400 Getwell at Holmes Road Memphis, TN 38118
Colorado Springs 10680 Charter Oak Ranch Road Fountain, CO 80817	New Jersey 200 North Main Street Manville, NJ 08835
Concord 77 Hosmer Street Acton, MA 01720	Sacramento 8649 Kiefer Boulevard Sacramento, CA 95826
Des Moines 1800 Gateway Drive Grimes, IA 50111	San Antonio 200 South Callaghan Road San Antonio, TX 78227
Edinburgh/S. Indy 11490 US 31 North Edinburgh, IN 46124	San Diego 2175 Cactus Road San Diego, CA 92154
Golden Gate 18501 West Stanford Road Tracy, CA 95377	Seattle 621 37th Street, NW Auburn, WA 98002

Houston 4526 N. Sam Houston Parkway W Houston, TX 77086	Tampa 3225 North 50th Street Tampa, FL 33619
Indianapolis 2950 East Main Street Plainfield, IN 46168	Tulsa 16015 East Admiral Place Tulsa, OK 74116
Jacksonville 11700 New Kings Road Jacksonville, FL 32219	Sarasota 6005 24th Street E Bradenton, FL 34203
Sanford/Orlando-North 3985 East State Road 46 Sanford, FL 32771

2

SCHEDULE 1.2

Excluded Real Property

Atlanta

300 Raymond Hill Road

Newnan, Georgia 30265

Fremont

6700 Stevenson Road

Fremont, CA 94538

Dallas

1224 East Big Town Blvd.

Mesquite, TX 75149

Phoenix

400 North Beck Avenue

Chandler, AZ 85226

Kansas City

101 Southwest Oldham Parkway

Lee’s Summit, MO 64081

3

SCHEDULE 5.4

Consents, Authorizations, Filings and Notices

Consents:

Auction Service Agreement between ADESA, Inc. and Bank One, dated April 1, 1999,

GM Auction Contract between General Motors Corporation and the Company, on behalf of its wholly-owned subsidiaries referenced therein, dated December 1, 2005.

Fee Agreement between ADESA, Inc. and Aon Risk Services, Inc. of Michigan, dated December 19, 2006.

Lease Agreement between ADESA California, Inc. and Automotive Recovery Services, Inc. d/b/a ADESA Impact, dated June 27, 2003.

Auction Agreement between ADESA Corporation, LLC, every ADESA auction and Toyota Motor Credit Corporation dated July 1, 2006.

Consents of the holders of the options to purchase common stock of Insurance Auto Auctions, Inc. to convert those options into options to purchase common stock of Axle Holdings, Inc.

Consents of the holders of the options to purchase common stock of Insurance Auto Auctions, Inc. under Insurance Auto Auctions, Inc.’s 2003 Stock Incentive Plan, as amended.

Notice and Consent pursuant to the Lease Agreement, by and between Allstate Insurance Company and BC Acquisition Corp., dated December 1, 1993 (Wheeling, IL).

Notice and Consent pursuant to the Lease Agreement, by and between Merrill Creek Holdings LLC and Insurance Auto Auctions, Inc., dated June 16, 2004 (Tukwila, WA).

Notice and Consent pursuant to the Lease Agreement, by and between Cheboya Ranch and Insurance Auto Auctions, Inc., dated April 11, 1994 (San Jose, CA).

Notice and Consent pursuant to the Lease Agreement, by and between Banana Avenue Partners and Insurance Auto Auctions, Inc., dated March 7, 1994 (San Bernardino, CA).

Notice and Consent pursuant to the Lease Agreement, by and between Bob F. Spence and Corrine S. Spence and Insurance Auto Auctions, dated March 24, 1994 (Auburn, Washington).

4

Notice and Consent pursuant to the Lease Agreement, by and between Vermont Holding Company, LLC and Insurance Auto Auctions, Inc., dated December 28, 1999 (Los Angeles, California).

Notice and Consent pursuant to the Lease Agreement, by and between Steven D. and Kathryn M. Brandlin and Bill M. Brodbeck and Suzanne Brodbeck, and Insurance Auto Auctions, Inc., dated March 4, 1996.

Notice pursuant to Lease Agreement, by and between Ephraim Beard and Roberta E. Beard, Trustees of the Beard Family Trust Established September 2, 1982, and Orange County Salvage Sales, Inc., dated March, 1993 (Anaheim, CA).

Notice pursuant to Lease Agreement, by and between Ephraim Beard and Roberta E. Beard, Trustees of the Beard Family Trust Established September 2, 1982, as to an undivided 1/2 interest and Kenneth A. Beard, Trustee under the Kenneth A. Beard Trust, dated July 10, 1984, and Orange County Salvage Sales, Inc., dated March, 1993 (San Bernardino, CA).

Notice pursuant to Lease Agreement, by and between Don P., Vidmar and Sidney S. Vidmar and Insurance Auto Auctions, Inc., dated April 18, 1997 (Anaheim, CA).

Consents Not Obtained:

None.

5

SCHEDULE 5.6

Litigation

These matters are listed for informational purposes only and, based upon the Borrower’s knowledge at this time of the facts and circumstances, are not believed by the Borrower to be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect.

ADESA Importation Services, Inc. Litigation

In January, 2002, Johnny Cooper (“Cooper”), a former manager of ADESA Importation Services, Inc. (“AIS”), a wholly owned subsidiary of the Company, filed suit against the Company and AIS (collectively “ADESA”) in the Circuit Court of the State of Michigan, County of Genesee, Case No. 02-72517-CK, alleging breach of contract and breach of other oral agreements related to AIS’s purchase of International Vehicle Importers, Inc. in December 2000. Cooper was the controlling shareholder who sold the business to AIS in 2000. AIS filed a counterclaim against Cooper including allegations of breach of contract, breach of fiduciary duty and fraud. Pursuant to Michigan law, the case was originally evaluated by an independent three attorney panel which awarded Cooper damages of $153,000 for his claims and awarded ADESA damages of $225,000 for its counterclaims. Cooper rejected the panel’s decision resulting in a jury trial. In June 2004, the jury awarded Cooper damages of $5.8 million related to the allegation that ADESA breached oral agreements to provide funding to AIS. The jury also found in favor of ADESA on three of its counterclaims including breach of contract, breach of fiduciary duty and fraud and awarded ADESA $69,000. In July 2004, the Genesee County Circuit Court entered judgment for Cooper in the amount of $6,373,812, netting the amount of the damages and awarding the plaintiff prejudgment interest. In October 2004, the Genesee County Circuit Court denied post-judgment motions made by ADESA for a new trial and/or reduction in the damages. In November 2004, the Company filed a Claim of Appeal with the Michigan Court of Appeals. Both parties subsequently submitted their respective appellate briefs to the Michigan Court of Appeals.

In December 2005, the Company filed a motion for peremptory reversal requesting the Michigan Court of Appeals to reverse the judgment on the grounds that Cooper’s oral side agreement claim was barred, as a matter of law, by the merger provisions of the asset purchase agreement that was entered into in 2000 in connection with the sale of the business to AIS. In March 2006, the Company was notified that the Court of Appeals denied the motion on the grounds that it failed to persuade the Court of the existence of manifest error requiring reversal without argument for formal submission. In April 2006, the parties presented their respective oral arguments to a three judge panel of the Court of Appeals. In August 2006, the Michigan Court of Appeals issued an unpublished opinion affirming the judgment against ADESA. In September 2006, ADESA filed a Motion for Reconsideration with the Michigan Court of Appeals. In October 2006, the Michigan Court of Appeals denied ADESA’s Motion for Reconsideration. In December 2006,

6

ADESA filed its application for leave to appeal the decision to the Michigan Supreme Court (Case No. 132630). The parties have filed their respective briefs with the Michigan Supreme Court as to the issue of whether ADESA should be permitted to appeal the lower court decision to the Michigan Supreme Court. No decision on the application for leave to appeal has been rendered.

The Company discontinued the operations of AIS, its vehicle importation business, in February 2003. At December 31, 2006, the Company has an accrual totaling $7.2 million ($5.8 million award plus accrued interest of $1.4 million) as a result of the jury trial verdict.

Auction Management Solutions, Inc.

In March 2005, Auction Management Solutions, Inc. (“AMS”) filed a lawsuit against ADESA, Inc. in U.S. District Court for the Northern District of Georgia, Atlanta Division (Civil Action No. 05 CV 0638), alleging infringement of U.S. Patent No. 6,813,612 (the “ ’612 Patent”) which was issued November 2, 2004 and pertains to an audio/video system for streaming instantaneous and buffer free data to and from a live auction site. The AMS complaint was served upon ADESA in July 2005. The complaint seeks unspecified damages and injunctive relief. The Company filed its answer, including its defenses, to the complaint in August 2005. The Company continues to vigorously defend itself against the infringement allegations. The litigation is currently in discovery.

In related litigation, AMS also filed a lawsuit against Manheim Auctions, Inc. (“Manheim”), Live Global Communications USA Inc. and Live Global Bid, Inc. (collectively “LGB”) in U.S. District Court for the Northern District of Georgia, Atlanta Division (Civil Action 05 CV 0639), alleging infringement of the ‘612 Patent and other causes of action against Manheim. The Company licenses technology used in its LiveBlock Internet auction application from LGB. The complaint seeks unspecified damages and injunctive relief. In May 2005, AMS withdrew its request for a preliminary injunction against Manheim and LGB. In June 2005, Manheim filed a counterclaim against AMS alleging infringement of U.S. Patent No. 5,774,873 related to online motor vehicle auction systems. This litigation has been consolidated with the AMS lawsuit against the Company during the discovery phase. The litigation is currently in the discovery phase. The “Markman” claim construction hearing was held in August 2006. The court has not rendered its “Markman” claim construction ruling. No trial date has been set.

Although ADESA believes it has substantial defenses to the AMS claims, there is the potential for an adverse judgment given the risk and uncertainty inherent in litigation. In the event of an adverse decision, ADESA does not believe that it would have a material adverse effect on its consolidated financial condition or liquidity but could possibly be material to its consolidated results of operations.

7

SCHEDULE 5.15

Subsidiaries

U.S. Corporate Subsidiaries

Subsidiary	Jurisdiction	Class of Stock	Authorized Shares	Outstanding Shares		Holder
ADESA, Inc.	DE	Common	100	100 (100	%)	KAR Holdings, Inc.
A.D.E. of Ark-La-Tex, Inc.	LA	Common	1,000	100 (100	%)	ADESA, Inc.
ADESA Importation Services, Inc.	MI	Common	60,000	100 (100	%)	ADESA, Inc.
ADESA Pennsylvania, Inc.	PA	Common	1,000	100 (100	%)	ADESA, Inc.
ADESA Properties Canada, Inc.	DE	Common	3,000	100 (100	%)	ADESA Properties, Inc.
ADESA Texas, Inc.	TX	Common	1,000,000,000	10,000 (100	%)	ADESA, Inc.
Auto Banc Corporation	NJ	Common	1,000	100 (100	%)	ADESA, Inc.
Automotive Finance Corporation	IN	Common	1,000	500 (100	%)	ADESA, Inc.
Automotive Recovery Services, Inc.	IN	Common	1,000	100 (100	%)	ADESA, Inc.
AutoVIN, Inc.	IN	Common	1,000	1,000 (100	%)	ADESA, Inc.
IRT Receivables Corp.	IN	Common	1,000	1,000 (100	%)	Automotive Finance Corporation
PAR, Inc.	IN	Common	1,000	100 (100	%)	ADESA, Inc.
AFC of Minnesota Corporation	MN	Common	1,000	300 (100	%)	ADESA, Inc.

8

Subsidiary	Jurisdiction	Authorized Membership Interests (1)	% of Outstanding LLC Interests of the Limited Liability Company		Holder
ADESA Ark-La-Tex, LLC	LA	Sole Member	100	%	A.D.E. of Ark- La-Tex, Inc.
A.D.E. of Knoxville, LLC	TN	Sole Member	100	%	ADESA, Inc.
ADESA Arkansas, LLC	DE	Sole Member	100	%	ADESA, Inc.
ADESA Birmingham, LLC	AL	Sole Member	100	%	ADESA, Inc.
ADESA California, LLC	CA	Sole Member	100	%	ADESA, Inc.
ADESA Charlotte, LLC	NC	Sole Member	100	%	ADESA, Inc.
ADESA Colorado, LLC	CO	Sole Member	100	%	ADESA, Inc.
ADESA Des Moines, LLC	IA	Sole Member	100	%	ADESA, Inc.
ADESA Florida, LLC	FL	Sole Member	100	%	ADESA, Inc.
ADESA Indianapolis, LLC	IN	Sole Member	100	%	ADESA, Inc.
ADESA Lansing, LLC	MI	Sole Member	100	%	ADESA, Inc.
ADESA Lexington, LLC	KY	Sole Member	100	%	ADESA, Inc.
ADESA Missouri, LLC	MO	Sole Member	100	%	ADESA, Inc.
ADESA New York, LLC	NY	Sole Member	100	%	ADESA, Inc.
ADESA Ohio, LLC	OH	Sole Member	100	%	ADESA, Inc.
ADESA Oklahoma, LLC	OK	Sole Member	100	%	ADESA, Inc.
ADESA Southern Indiana, LLC	IN	Sole Member	100	%	ADESA, Inc.

9

ADESA Washington, LLC	WA	Sole Member	100	%	ADESA, Inc.
ADESA Wisconsin, LLC	WI	Sole Member	100	%	ADESA, Inc.
Auto Dealers Exchange of Concord, LLC	MA	Sole Member	100	%	ADESA, Inc.
Auto Dealers Exchange of Memphis, LLC	TN	Sole Member	100	%	ADESA, Inc.
ADESA Atlanta, LLC	NJ	Sole Member	100	%	ADESA New Jersey, Inc.
ADESA Mexico, LLC	IN	Sole Member	100	%	ADESA, Inc.
ADESA Phoenix, LLC	NJ	Sole Member	100	%	ADESA New Jersey, Inc.
ADESA-South Florida, LLC	IN	Sole Member	100	%	ADESA Florida, LLC
ADESA Corporation, LLC	IN	Sole Member	100	%	ADESA, Inc.
ADESA Virginia, LLC	VA	Sole Member	100	%	ADESA Corporation, LLC
ADESA Impact Texas, LLC	TX	Sole Member	100	%	Automotive Recovery Services,
ADESA San Diego, LLC	CA	Sole Member	100	%	ADESA, Inc.
AFC CAL, LLC	CA	Sole Member	100	%	ADESA, Inc.
AFC of TN, LLC	TN	Sole Member	100	%	ADESA, Inc.
ADESA New Jersey, LLC	NJ	Sole Member	100	%	ADESA, Inc.

(1) Please note that all membership interests are uncertificated except ADESA Impact Texas, LLC, ADESA New Jersey, LLC, AFC CAL, LLC and AFC of TN, LLC.

Subsidiary	Jurisdiction of Organization	Owner(s) and Percentage of Capital Stock
Axle Holdings, Inc.	Delaware	100% owned by KAR Holdings, Inc.
Insurance Auto Auctions, Inc.	Illinois	100% owned by Axle Holdings, Inc.
Insurance Auto Auctions Corp.	Delaware	100% owned by Insurance Auto Auctions, Inc.

10

IAA Services, Inc.	Illinois	100% owned by Insurance Auto Auctions, Inc.
IAA Acquisition Corp.	Delaware	100% owned by Insurance Auto Auctions Corp.
Auto Disposal Systems, Inc	Ohio	100% owned by Insurance Auto Auctions, Inc.
ADS Priority Transport, Ltd.	Ohio	100% owned by Auto Disposal Systems, Inc.
ADS Ashland, LLC	Ohio	100% owned by Auto Disposal Systems, Inc.

U.S. Limited Partnership Subsidiaries

Subsidiary	Jurisdiction	Type of Partnership Interests (e.g., general or limited)	% of Outstanding Partnership Interests of the Partnership		Holder
Asset Holdings III, L.P	OH	General	50	%	ADESA, Inc.
		Limited	50	%	ADESA Corporation, LLC

Foreign Subsidiaries

Subsidiary	Jurisdiction	Class of Stock	Authorized Shares/Interest	Outstanding Shares/Interests		Holder
ADESA Automotive Services LP	Ontario		Limited	99	%	3048540 Nova Scotia Company
			General	1	%	3048538 Nova Scotia Company
Adesur, S. de R.L. de C.V.	Mexico		N/A	99.99	%	ADESA Mexico, LLC
			N/A	.01	%	ADESA, Inc.
Auction Vehicles of Mexico, S. de R.L. de C.V.	Mexico		N/A	99.99	%	ADESA Mexico, LLC
			N/A	.01	%	ADESA, Inc.

11

Subsidiary	Jurisdiction	Class of Stock	Authorized Shares/Interest	Outstanding Shares/Interests		Holder
ADESA Remarketing Services Inc.	Ontario	Common	Unlimited	100 (100	%)	ADESA Auctions Canada Corporation
Automotive Finance Canada Inc.	Ontario	Class A Special	10,000,000	None		N/A
		Common	Unlimited	1,000 (100	%)	Automotive Finance Corporation
		Class A Special	Unlimited	None		N/A
		Class B Special	Unlimited	None		N/A
CAAG Transport Ltd.	British Columbia	Common	10,000	100 (100	%)	ADESA Auctions Canada Corporation
Impact Auto Auctions Ltd.	Ontario	Common	Unlimited	7,045,100 (100	%)	ADESA Auctions Canada Corporation
Impact Auto Auction Sudbury Ltd.	Ontario	Common	Unlimited	500 (50	%)	Impact Auto Auctions Ltd.
				500 (50	%)	Unrelated Company
		Class A Special	Unlimited	None		N/A
		Class B Special	Unlimited	None		N/A
Suburban Auto Parts Inc.	Ontario	Common	Unlimited	75 (100	%)	Impact Auto Auctions Ltd.

12

Subsidiary	Jurisdiction	Class of Stock	Authorized Shares/Interest	Outstanding Shares/Interests		Holder
		Class A Special	Unlimited	None		N/A
		Class B Special	Unlimited	None		N/A
79378 Manitoba Ltd.	Manitoba	Common	Unlimited	1 (100	%)	ADESA Auctions Canada Corporation
504811 NB Ltd.	New Brunswick	Common	Unlimited	1 (100	%)	ADESA Auctions Canada Corporation
3048538 Nova Scotia Company	Nova Scotia	Common	100,000,000	61,5 (100	%)	ADESA Properties Canada, Inc.
3048540 Nova Scotia Company	Nova Scotia	Common	100,000,000	6,088,856 (100	%)	ADESA, Inc.
ADESA Auctions Canada Corporation	Nova Scotia	Common	200,000,000	61,340,100 (100	%)	ADESA Canada Corporation
ADESA Montrea Corporation l	Nova Scotia	Common	300,000,000	24,513,968 (100	%)	ADESA Auctions Canada Corporation
AutoVIN Canada Inc.	Nova Scotia	Common	1,000,000,000	100 (100	%)	AutoVIN, Inc.
ADESA Canada Inc.	Quebec	Common	Unlimited	133,334 (67	%)	ADESA Canada Corporation
		Class A	Unlimited	None		N/A
		Class B	Unlimited	66,667 (33	%)	ADESA Canada Corporation
		Class C	Unlimited	None		N/A
		Class D	Unlimited	None		N/A
		Class E	Unlimited	None		N/A

13

Subsidiary	Jurisdiction	Class of Stock	Authorized Shares/Interest	Outstanding Shares/Interests		Holder
		Class F	Unlimited	None		N/A
		Class G	Unlimited	None		N/A
ADESA Canada Corporation	Nova Scotia	Common	1,000,000,000	608,917,001 (100	%)	ADESA Automotive Services LP
51937 Newfoundland & Labroador Ltd.	Newfoundland			100	%	ADESA Auctions Canada Corporation

There are no outstanding options, warrants, rights of conversion or purchase and similar rights with respect to the Equity Interests of any Subsidiaries of the Borrower

14

SCHEDULE 5.17

Environmental Matters

[*]

15

SCHEDULE 7.13

Post-Closing Items

1. Real Estate Items

(i) On or before 60 days after the Closing Date (or such longer period deemed reasonably acceptable by the Administrative Agent):

(a) For each Mortgaged Property, the Administrative Agent shall have received, and the title insurance company issuing the policy referred to in clause (b) below (the “Title Insurance Company”) shall have received, all maps or plats of an as-built survey of the sites of the Mortgaged Properties certified to the Administrative Agent and the Title Insurance Company in a manner reasonably satisfactory to them, dated a date reasonably satisfactory to the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor satisfactory to the Administrative Agent and the Title Insurance Company, which maps or plats and the surveys on which they are based shall be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1992, and, without limiting the generality of the foregoing, there shall be surveyed and shown on such maps, plats or surveys the following: (A) the locations on such sites of all the buildings, structures and other improvements and the established building setback lines; (B) the lines of streets abutting the sites and width thereof; (C) all access and other easements appurtenant to the sites; (D) all roadways, paths, driveways, easements, encroachments and overhanging projections and similar encumbrances affecting the site, whether recorded, apparent from a physical inspection of the sites or otherwise known to the surveyor; (E) any encroachments on any adjoining property by the building structures and improvements on the sites; (F) if the site is described as being on a filed map, a legend relating the survey to said map; and (G) the flood zone designations, if any, in which the Mortgaged Properties are located;

(b) The Administrative Agent shall have received in respect of each Mortgaged Property listed on Schedule 1.1, a mortgagee’s title insurance policy (or policies) or marked up unconditional signed commitment or pro forma for such insurance. Each such policy shall (A) be in an amount reasonably satisfactory to the Administrative Agent; (B) be issued at ordinary rates; (C) insure that the Mortgage insured thereby creates a valid first Lien on such Mortgaged Property free and clear of all defects and encumbrances, except as disclosed therein; (D) name the Administrative Agent for the benefit of the Secured Parties as the insured thereunder; (E) be in the form of ALTA Loan Policy—1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (F) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request and (G) be issued by title companies reasonably satisfactory to the Administrative Agent (including any such title companies acting as co-insurers or reinsurers, at the option of the Administrative Agent). The Administrative Agent shall have received evidence reasonably satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid; and

(c) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (b) above and a copy of all other material documents affecting the Mortgaged Properties;

(ii) If requested by the Administrative Agent, Borrower shall execute and deliver amendments to the Mortgages delivered on the Closing Date or such additional Mortgages as reasonably requested by the Administrative Agent to the extent necessary to correct errors or omissions in the record owners or the legal descriptions of the Mortgaged Properties that are discovered upon receipt of the title insurance policies and surveys described in clause (i) above. The Administrative Agent shall have received evidence reasonably

16

satisfactory to it that all charges for recording fees, mortgage recording tax, if any, and all related expenses have been paid.

2. Pledged Stock

(i) On or before 60 days after the Closing Date (or such longer period deemed reasonably acceptable by the Administrative Agent), Borrower shall cause each Grantor under the Security Documents to cause the Organizational Documents applicable to each interest in any domestic partnership or limited liability company included in the Collateral to be amended to include the following provision (or such other provision acceptable to the Administrative Agent):

[The Company] hereby irrevocably elects that all [membership/partnership] interests in [the company] shall be securities governed by Article 8 of the Uniform Commercial Code as in effect in the state of its jurisdiction of formation and, to the extent permitted by applicable law, each other applicable jurisdiction. This provision shall not be amended, and any purported amendment to this provision, shall be null and void unless the Administrative Agent under that certain security agreement dated April 20, 2007 has consented to such amendment or such security agreement shall have been terminated in accordance with its terms.

(ii) On or before 60 days after the Closing Date (or such longer period deemed reasonably acceptable by the Administrative Agent), Borrower shall cause (A) each Grantor under the Security Documents to cause each issuer of Pledged Stock that is a partnership or limited liability company to issue one or more certificates evidencing the partnership interests or membership interests, as the case may be, in such Pledged Stock and cause each such certificate to include the following legend (or such other legend acceptable to the Administrative Agent):

This certificate evidences an interest in [insert name of issuer] and shall be a security governed by Article 8 of the Uniform Commercial Code as in effect in the state of its formation and, to the extent permitted by applicable law, Article 8 of the Uniform Commercial Code of each other applicable jurisdiction.

and (B) Borrower shall cause each Grantor to deliver such certificates to the Administrative Agent, duly indorsed in a manner reasonably satisfactory to the Administrative Agent, to be held as Collateral pursuant to the Security Documents.

3.    Intellectual Property. With respect to (a) any Trademarks (as defined in the Security Documents) owned by any Grantor and not subject to a registered security interest, on or before 30 days after the Closing Date, and (b) any Copyrights (as defined in the Security Documents) owned by any Grantor and not subject to a registered security interest, on or before 20 days after the Closing Date, in each case Borrower shall cause each Grantor to execute a supplemental intellectual property security agreement substantially in the form of Annex III to the Guarantee and Collateral Agreement, and permit the Administrative Agent to file such supplemental security agreement with the United States Patent and Trademark Office or the United States Copyright Office, as applicable.

4.    Insurance Certificates. Within 5 days after the Closing Date (or such longer period deemed reasonably acceptable by the Administrative Agent), Borrower shall deliver insurance certificates, in a form reasonably satisfactory to the Administrative Agent, with legends naming the Administrative Agent as additional insured and /or loss payee as applicable.

5.    Investment Property.

17

(i) If to the extent requested by the Administrative Agent, within 5 Business Days after such request (or such longer period deemed reasonably acceptable by the Administrative Agent), Borrower shall cause Acknowledgements and Consents in the form of Annex II of the Guarantee and Collateral Agreement or in such other form as the Administrative Agent may reasonably request to be delivered by any applicable Issuer that is not a Loan Party.

(ii) Within 10 Business Days after the Closing Date (or such longer period deemed reasonably acceptable by the Administrative Agent), Borrower shall deliver to the Administrative Agent (A) that certain $65,000,000 promissory note issued by Automotive Finance Corporation as issuer and ADESA, Inc. as payee, along with associated undated note transfer power endorsed in blank, (B) the two (2) original executed and dated stock powers assigning that certain stock certificate number 3, representing 5,605,697 shares, or 100% of the equity interests of, Axle Holdings, Inc., from Axle Holdings II, LLC to KAR Holdings II, LLC and from KAR Holdings II, LLC to KAR Holdings, Inc., and (C) that certain stock certificate issued by ADESA Properties Canada, Inc. as issuer and ADESA, Inc. as holder, representing 100% of the equity interests of, ADESA Properties Canada, Inc., along with associated undated stock power endorsed in blank.

18

SCHEDULE 8.2(d)

Existing Indebtedness

Indebtedness incurred in connection with:

1. Guaranty Agreement, dated December 1, 2002, by ADESA Atlanta, LLC in favor of SunTrust Bank, as trustee, in connection with the $34,500,000 Development Authority of Fulton County Taxable Economic Development Revenue Bonds (ADESA Atlanta, LLC Project) Series 2002

2. 364 day committed, revolving extendible credit facility between ADESA Canada Corporation as borrower and Bank of Montreal as lender in the amount of Cdn$16 million. At June 30, 2005 there were no borrowings outstanding. There were standby letters of credit of CDN $2,875,686 outstanding that are supported by this facility.

3. CDN $880,000 Promissory Note, dated November 1, 2005, , between ADESA Auctions Canada Corporation, as promissor, and ADESA Automotive Services LP, as promissee

4. CDN $87,120,000 Promissory Note, dated November 1, 2005, between ADESA Auctions Canada Corporation, as promissor, and ADESA Automotive Services LP, as promissee

5. CDN $83,160,000 Promissory Note, dated December 31, 2003, between 3048540 Nova Scotia Company, as promissor, and ADESA, Inc., as promissee.

6. CDN $840,000 Promissory Note, dated December 31, 2003, between 3048538 Nova Scotia Company, as promissor, and ADESA, Inc., as promissee.

7. Credit Agreement dated July 1, 2001 between Automotive Finance Canada, Inc., as borrower, and Automotive Finance Corporation, as lender and the Amendment No. 1 thereto dated June 28, 2002, CDN $39,436,501 outstanding as of June 30, 2005.

19

8. Corporate Guaranty, dated June 28, 2005, by and between Relocation America and ADESA, Inc., which guarantees indebtedness of $332,813.56.

9. Letter of Credit from Bank One, Indiana, N.A. (predecessor in interest to JP Morgan Chase Bank, N.A.) to Employers Insurance of Wausau (predecessor in interest to Liberty Mutual Insurance Company), dated February 26, 1999, as amended, for $15,100,000.

10. Letter of Credit from Bank of Montreal to The Corporation of the City of Brampton for $192,100.

11. Letter of Credit from Bank of Montreal to The Regional Municipality of Peel for $110,994.31.

12. Letter of Credit from Bank of Montreal to The Regional Municipality of Peel for $100,000.

13. Letter of Credit from Bank of Montreal to Leduc County for $474,492.

14. Letter of Credit from Bank of Montreal to The Corporation of the City of Brampton for $20,000.

15. Letter of Credit from Bank of Montreal to The Corporation of The City of Brampton for $25,000.

16. Letter of Credit from Bank of Montreal to Allstate Insurance Company of Canada for $215,000.

17. Letter of Credit from Bank of Montreal to Liberty Mutual Insurance Group for $300,000.

18. Letter of Credit from Bank of Montreal to State Farm Insurance for $50,000.

19. Letter of Credit from Bank of Montreal to Asset Inc. for $1,000,000.

20

20. Lease Agreement between Development Authority of Fulton County and ADESA Atlanta, LLC dated December 1, 2002 for $34,500,000.

21. CDN $8,000,000 Promissory Note, dated April 19, 2007, between Impact Auto Auctions Ltd., as promissor, and ADESA Auctions Canada Corporation, as promissee.

22. CDN $15,000,000 Promissory Note, dated April 19, 2007, between ADESA Montreal Corporation, as promissor, and ADESA Auctions Canada Corporation, as promissee.

23. CDN $24,750,000 Promissory Note, dated April 19, 2007, between ADESA Auctions Canada Corporation, as promissory, and ADESA Canada Corporation, as promissee.

24. CDN $250,000 Promissory Note, dated April 19, 2007, between ADESA Auctions Canada Corporation, as promissory, and ADESA Canada Corporation, as promissee.

25. Capital Leases outstanding in the aggregate amount of $244,695.52, as of March 31, 2007:

^¡ Lease Number 1005001, by and between Insurance Auto Auctions, Inc. and Worldwide Leasing, Inc.

^¡ Lease Number 1005003, by and between Insurance Auto Auctions, Inc. and Worldwide Leasing, Inc.

^¡ Lease Number 1005004, by and between Insurance Auto Auctions, Inc. and Worldwide Leasing, Inc.

^¡ Lease Number 1005005, by and between Insurance Auto Auctions, Inc. and Worldwide Leasing, Inc.

^¡ Lease Number 1005008, by and between Insurance Auto Auctions, Inc. and Worldwide Leasing, Inc.

^¡ Lease Number 1005009, by and between Insurance Auto Auctions, Inc. and Worldwide Leasing, Inc.

^¡ Lease Number 1005010, by and between Insurance Auto Auctions, Inc. and Worldwide Leasing, Inc.

^¡ Lease Number 1005011, by and between Insurance Auto Auctions, Inc. and Worldwide Leasing, Inc.

^¡ Lease Number 1005012, by and between Insurance Auto Auctions, Inc. and Worldwide Leasing, Inc.

21

^¡ Lease Number 1005013, by and between Insurance Auto Auctions, Inc. and Worldwide Leasing, Inc.

^¡ Lease Number 1005014, by and between Insurance Auto Auctions, Inc. and Worldwide Leasing, Inc.

^¡ Lease Number 1005015, by and between Insurance Auto Auctions, Inc. and Worldwide Leasing, Inc.

^¡ Lease Number 1005016, by and between Insurance Auto Auctions, Inc. and Worldwide Leasing, Inc.

^¡ Lease Number 1005017, by and between Insurance Auto Auctions, Inc. and Worldwide Leasing, Inc.

^¡ Lease Number 1005020, by and between Insurance Auto Auctions, Inc. and Worldwide Leasing, Inc.

22

SCHEDULE 8.3(i)

Existing Liens

See attached Lien Chart

1. Liens granted pursuant to that certain Master Lease Agreement, dated as of March 17, 2000 and all related amendments thereto, by and between Volvo Commercial Finance LLC and Insurance Auto Auctions, Inc.

2. Liens granted pursuant to that certain Master Lease Agreement, dated as of January 23, 2004, by and between Savin Corporation and Insurance Auto Auctions, Inc.

3. Liens granted pursuant to that certain Commercial Lease, Master Lease Agreement (TRAC), dated as of March 25, 2002, by and between Insurance Auto Auctions, Inc. and Ford Motor Credit Company.

4. Liens granted pursuant to Capital Leases outstanding:

^¡ Lease Number 1005001, by and between Insurance Auto Auctions, Inc. and Worldwide Leasing, Inc.

^¡ Lease Number 1005003, by and between Insurance Auto Auctions, Inc. and Worldwide Leasing, Inc.

^¡ Lease Number 1005004, by and between Insurance Auto Auctions, Inc. and Worldwide Leasing, Inc.

^¡ Lease Number 1005005, by and between Insurance Auto Auctions, Inc. and Worldwide Leasing, Inc.

^¡ Lease Number 1005008, by and between Insurance Auto Auctions, Inc. and Worldwide Leasing, Inc.

^¡ Lease Number 1005009, by and between Insurance Auto Auctions, Inc. and Worldwide Leasing, Inc.

^¡ Lease Number 1005010, by and between Insurance Auto Auctions, Inc. and Worldwide Leasing, Inc.

^¡ Lease Number 1005011, by and between Insurance Auto Auctions, Inc. and Worldwide Leasing, Inc.

^¡ Lease Number 1005012, by and between Insurance Auto Auctions, Inc. and Worldwide Leasing, Inc.

^¡ Lease Number 1005013, by and between Insurance Auto Auctions, Inc. and Worldwide Leasing, Inc.

^¡ Lease Number 1005014, by and between Insurance Auto Auctions, Inc. and Worldwide Leasing, Inc.

^¡ Lease Number 1005015, by and between Insurance Auto Auctions, Inc. and Worldwide Leasing, Inc.

^¡ Lease Number 1005016, by and between Insurance Auto Auctions, Inc. and Worldwide Leasing, Inc.

^¡ Lease Number 1005017, by and between Insurance Auto Auctions, Inc. and Worldwide Leasing, Inc.

23

^¡ Lease Number 1005020, by and between Insurance Auto Auctions, Inc. and Worldwide Leasing, Inc.

5. Lien granted pursuant to purchase money security interest arrangement by and between Les Schwab Tire Centers of Portland, Inc. and Insurance Auto Auctions.

24

SCHEDULE 8.8(e)

Existing Investments

1. Investments of the Borrower in connection with:

a. 18% (Preferred Stock on a Converted Basis) interest in Live Global Bid, Inc.

b. 25% interest in Auto Auction Services Corporation

c. 4.545% interest in General Media, L.L.C.

d. 50% interest in Impact Auto Auction Sudbury Ltd.

e. 15% interest in Finance Express, LLC

25

EXHIBIT A

FORM OF GUARANTEE AND COLLATERAL AGREEMENT

GUARANTEE AND COLLATERAL AGREEMENT

made by

KAR HOLDINGS II, LLC,

and

KAR HOLDINGS, INC.

and certain of its Subsidiaries

in favor of

BEAR STEARNS CORPORATE LENDING INC.

Administrative Agent

Dated as of April 20, 2007

TABLE OF CONTENTS

	Page
SECTION 1. DEFINED TERMS	1
1.1. Definitions	1
1.2. Other Definitional Provisions	6
SECTION 2. GUARANTEE	7
2.1. Guarantee	7
2.2. Reimbursement, Contribution and Subrogation	8
2.3. Amendments, etc. with respect to the Borrower Obligations	9
2.4. Guarantee Absolute and Unconditional	9
2.5. Reinstatement	10
2.6. Payments	10
SECTION 3. GRANT OF SECURITY INTEREST	10
SECTION 4. REPRESENTATIONS AND WARRANTIES	12
4.1. Representations in Credit Agreement	12
4.2. Title; No Other Liens	12
4.3. Perfected First Priority Liens	12
4.4. Jurisdiction of Organization; Chief Executive Office	13
4.5. Inventory and Equipment	13
4.6. Farm Products	14
4.7. Pledged Stock and Pledged Notes	14
4.8. Receivables	14
4.9. Intellectual Property	14
SECTION 5. COVENANTS	16
5.1. Covenants in Credit Agreement	16
5.2. Delivery and Control of Instruments, Certificated Securities, Chattel Paper, Negotiable Documents, Investment Property and Letter-of-Credit Rights	16
5.3. Maintenance of Insurance	17
5.4. Payment of Obligations	18
5.5. Maintenance of Perfected Security Interest; Further Documentation	18
5.6. Changes in Locations, Name, etc.	18
5.7. Notices	19
5.8. Investment Property	19
5.9. Receivables	20
5.10. Intellectual Property	20
SECTION 6. REMEDIAL PROVISIONS	22
6.1. Certain Matters Relating to Receivables	22
6.2. Communications with Obligors; Grantors Remain Liable	23
6.3. Investment Property	23
6.4. Proceeds to be Turned Over to Administrative Agent	24
6.5. Application of Proceeds	25
6.6. Code and Other Remedies	25
6.7. Registration Rights	25
6.8. Deficiency	26

i

6.9. NSULC Shares	26
SECTION 7. THE ADMINISTRATIVE AGENT	27
7.1. Administrative Agent’s Appointment as Attorney-in-Fact, etc.	27
7.2. Duty of Administrative Agent	28
7.3. Financing Statements	29
7.4. Authority, Immunities and Indemnities of Administrative Agent	29
SECTION 8. MISCELLANEOUS	29
8.1. Amendments in Writing	29
8.2. Notices	29
8.3. No Waiver by Course of Conduct; Cumulative Remedies	29
8.4. Enforcement Expenses; Indemnification	30
8.5. Successors and Assigns	30
8.6. Set-Off	30
8.7. Counterparts	31
8.8. Severability	31
8.9. Section Headings	31
8.10. Integration	31
8.11. GOVERNING LAW	31
8.12. Submission To Jurisdiction; Waivers	31
8.13. Acknowledgements	32
8.14. Additional Grantors	32
8.15. Releases	32
8.16. WAIVER OF JURY TRIAL	33
8.17. Effectiveness of Obligations	33

SCHEDULES

Schedule 1	Notice Addresses
Schedule 2	Investment Property
Schedule 3	Jurisdictions of Organization and Chief Executive Offices
Schedule 4	Filings and Other Actions required for Perfection
Schedule 5	Inventory and Equipment Locations
Schedule 6	Intellectual Property
Schedule 7	Commercial Tort Claims
ANNEXES
Annex I	Form of Assumption Agreement
Annex II	Form of Acknowledgement and Consent
Annex III	Form of Intellectual Property Security Agreement

ii

This GUARANTEE AND COLLATERAL AGREEMENT, dated as of April 20, 2007, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Grantors”, and each individually, a “Grantor”), in favor of Bear Stearns Corporate Lending Inc., as administrative agent (in such capacity, the “Administrative Agent”) for the banks, financial institutions and other entities (the “Lenders”) from time to time party as Lenders to the Credit Agreement and the other Secured Parties, dated as of even date herewith (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among KAR Holdings, Inc., a Delaware corporation (the “Borrower”), KAR Holdings II, LLC, a Delaware limited liability company (“Holdings”), the several banks, financial institutions and other entities from time to time parties to the Credit Agreement, Bear, Stearns & Co. Inc. and UBS Securities LLC, as joint lead arrangers, UBS Securities LLC, as syndication agent, Goldman Sachs Credit Partners L.P. and Deutsche Bank Securities Inc., as co-documentation agents, Bear, Stearns & Co. Inc., UBS Securities LLC and Goldman Sachs Credit Partners L.P., as joint bookrunners and the Administrative Agent.

RECITALS

A. Pursuant to the Credit Agreement, the Lenders have severally agreed to make extensions of credit to the Borrower upon the terms and subject to the conditions set forth therein and certain Qualified Counterparties have agreed to enter into certain Specified Hedge Agreements;

B. The Borrower is a member of an affiliated group of companies that includes each other Grantor;

C. The proceeds of the extensions of credit under the Credit Agreement and the entering into of the Specified Hedge Agreements will be used in part to enable the Borrower to make valuable transfers to one or more of the other Grantors in connection with the operation of their respective businesses;

D. The Borrower and the other Grantors are engaged in related businesses, and each Grantor will derive substantial direct and indirect benefit from the making of the extensions of credit under the Credit Agreement; and

E. It is a condition precedent to the obligation of the Lenders to make their respective extensions of credit to the Borrower under the Credit Agreement and of the Qualified Counterparties to enter into the Specified Hedge Agreements that the Grantors shall have executed and delivered this Agreement to the Administrative Agent for the benefit of the Secured Parties.

NOW, THEREFORE, in consideration of the premises and to induce the Agents and the Lenders to enter into the Credit Agreement and to induce the Lenders to make their respective extensions of credit to the Borrower thereunder and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Grantor hereby agrees with the Administrative Agent, for the benefit of the Secured Parties, as follows:

SECTION 1. DEFINED TERMS

1.1. Definitions.

(a) Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement, and the following terms are used herein as defined in the New York UCC (and if defined in more than one Article of the New York UCC, shall have the meaning given in Article 8 or 9 thereof): Accounts, Certificated Security, Chattel Paper,

1

Commercial Tort Claims, Commodity Accounts, Documents, Electronic Chattel Paper, Equipment, Farm Products, Fixtures, General Intangibles, Goods, Instruments, Inventory, Letter-of-Credit Rights, Money, Negotiable Documents, Securities Accounts, Securities Entitlements, Supporting Obligations, Tangible Chattel Paper and Uncertificated Securities.

(b) The following terms shall have the following meanings:

“Agreement”: this Guarantee and Collateral Agreement.

“Borrower”: as defined in the preamble of this Agreement.

“Borrower Cash Management Arrangement Obligations”: all obligations and liabilities of the Borrower to any Qualified Counterparty, whether direct or indirect, absolute or contingent, due or to become due or now existing or hereafter incurred, which may arise under, out of, or in connection with, any Specified Cash Management Arrangement or any material document made, delivered or given in connection therewith or pursuant thereto, in each case whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including interest accruing at the then applicable rate provided in the agreements governing such Specified Cash Management Arrangement after the maturity of the obligations thereof and interest accruing at the then applicable rate provided in the agreements governing any Specified Cash Management Arrangement after the commencement of any bankruptcy case or insolvency, reorganization or like proceeding relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding and all reasonable fees and disbursements of counsel to the Qualified Counterparty that are required to be paid by the Borrower pursuant to the terms of any Specified Cash Management Arrangement).

“Borrower Credit Agreement Obligations”: the unpaid principal of and interest on the Loans and Reimbursement Obligations and all other obligations and liabilities of the Borrower to any Agent, Lender or Indemnitee, whether direct or indirect, absolute or contingent, due or to become due or now existing or hereafter incurred, which may arise under, out of, or in connection with, the Credit Agreement, this Agreement or the other Loan Documents or any Letter of Credit, in each case whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including interest accruing at the then applicable rate provided in the Credit Agreement after the maturity of the Loans and Reimbursement Obligations and interest accruing at the then applicable rate provided in the Credit Agreement after the commencement of any bankruptcy case or insolvency, reorganization, liquidation or like proceeding relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding and all expense reimbursement and indemnity obligations arising or incurred as provided in the Loan Documents after the commencement of any such case or proceeding, whether or not a claim for such obligations is allowed in such case or proceeding).

“Borrower Hedge Agreement Obligations”: all obligations and liabilities of the Borrower to any Qualified Counterparty, whether direct or indirect, absolute or contingent, due or to become due or now existing or hereafter incurred, which may arise under, out of, or in connection with, any Specified Hedge Agreement or any other material document made, delivered or given in connection therewith or pursuant thereto, in each case whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including interest accruing at the then applicable rate provided in such Specified Hedge Agreement after the maturity of the obligations thereof and interest accruing at the then applicable rate provided in any Specified Hedge Agreement after the commencement of any bankruptcy case or insolvency, reorganization or like proceeding relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding and all reasonable fees and disbursements of counsel to the Qualified Counterparty that are required to be paid by the Borrower pursuant to the terms of any Specified Hedge Agreement).

2

“Borrower Obligations”: the Borrower Credit Agreement Obligations, Borrower Hedge Agreement Obligations, and Borrower Cash Management Arrangement Obligations.

“Collateral”: as defined in Section 3.

“Collateral Account”: any collateral account established by the Administrative Agent as provided in Section 6.1 or 6.4.

“Company”: ADESA, Inc., a Delaware corporation.

“Consigned Vehicle”: a vehicle with the certificate of title in the name of any other Person other than a Grantor (including a salvage provider or an insurance company).

“Consigned Vehicle Proceeds”: identifiable cash and non-cash proceeds of Consigned Vehicles.

“Copyrights”: (i) all United States and foreign copyrights, whether or not the underlying works of authorship have been published, and all copyright registrations and copyright applications, and any renewals or extensions thereof, including each registration identified on Schedule 6, (ii) the right to sue or otherwise recover for any and all past, present and future infringements thereof, (iii) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and (iv) all other rights of any kind whatsoever accruing thereunder or pertaining thereto.

“Copyright Licenses”: with respect to any Grantor, all agreements (whether or not in writing) naming such Grantor as licensor or licensee (including those agreements listed in Schedule 6), granting any right under any Copyright, including the grant of rights to print, publish, copy, distribute, exploit and sell materials derived from any Copyright, subject in each case, to the terms of such agreements, and the right to prepare for sale, sell and advertise for sale, all Inventory now or hereafter covered by such agreements.

“Deposit Account”: as defined in the Uniform Commercial Code of any applicable jurisdiction and, in any event, including any demand, time, savings, passbook or like account maintained with a depositary institution.

“Excluded Perfection Assets”: (i) any Vehicle (only to the extent the filing of a financing statement is not necessary or effective to perfect the security interest therein); (ii) any foreign Intellectual Property; (iii) Goods included in Collateral received by any Person for “sale or return within the meaning of Section 2-326 of the Uniform Commercial Code of the applicable jurisdiction, to the extent of claims of creditors of such Person; (iv) Money which has been deposited into any Deposit Account of any Grantor and is not subject to a control agreement as required by Section 5.2(d); and (v) other than any foreign Intellectual Property and any Pledged Stock, any Collateral the aggregate value of which shall not exceed at any time $2,000,000 and for which the perfection of Liens thereon requires filings in or other actions under the laws of jurisdictions outside the United States.

“Foreign Entity”: means, with respect to any Grantor, any corporation, partnership, limited liability company or other business entity (i) which is organized under the laws of a jurisdiction other than a state of the United States or the District of Columbia and (ii) of which securities or other ownership interests representing more than 50% of the equity, more than 50% of the ordinary voting power, more than 50% of the general partnership interests or more than 50% of the limited liability

3

company membership interests are, at the time any determination is being made, owned directly by such Grantor or one or more Grantors.

“Foreign Subsidiary Voting Stock”: the voting Capital Stock of any Foreign Subsidiary.

“Grantor”: as defined in the preamble hereto.

“Guarantor Obligations”: with respect to any Guarantor, all obligations and liabilities of such Guarantor which may arise under or in connection with this Agreement (including Section 2) or any other Loan Document to which such Guarantor is a party, in each case whether on account of guarantee obligations, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including all expense reimbursement and indemnity obligations arising or incurred as provided in the Loan Documents after the commencement of any bankruptcy case or insolvency, reorganization, liquidation or like proceeding, whether or not a claim for such obligations is allowed in such case or proceeding).

“Guarantors”: the collective reference to each Grantor other than the Borrower.

“Intellectual Property”: the collective reference to all intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including all Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks, Trademark Licenses, Trade Secrets, and Trade Secret Licenses and all rights to sue at law or in equity for any past, present and future infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom.

“Intercompany Note”: any promissory note in a principal amount in excess of $2,000,000, evidencing loans or other monetary obligations owing to any Grantor by any Group Member.

“Investment Property”: the collective reference to (i) all “investment property” as such term is defined in Section 9-102(a)(49) of the New York UCC (other than any Foreign Subsidiary Voting Stock excluded from the definition of “Pledged Stock”) and (ii) whether or not constituting “investment property” as so defined, all Pledged Notes and all Pledged Stock.

“Issuers”: the collective reference to each issuer of any Investment Property purported to be pledged hereunder.

“New York UCC”: the Uniform Commercial Code as from time to time in effect in the State of New York.

“NSULC”: an unlimited company formed under the laws of the Province of Nova Scotia.

“Pledged NSULC Shares”: as defined in Section 6.9.

“Obligations”: (i) in the case of the Borrower, the Borrower Obligations, and (ii) in the case of each Guarantor, its Guarantor Obligations.

“Ordinary Course Transferees”: (i) with respect to Goods only, buyers in the ordinary course of business and lessees in the ordinary course of business to the extent provided in Section 9-320(a) and 9-321 of the Uniform Commercial Code as in effect from time to time in the relevant jurisdiction and (ii) with respect to General Intangibles only, licensees in the ordinary course of business to the extent provided in Section 9-321 of the Uniform Commercial Code as in effect from time to time in the relevant jurisdiction.

4

“Patents”: (i) all United States and foreign patents, patent applications, including, without limitation, each issued patent and patent application identified on Schedule 6, (ii) all inventions and improvements described and claimed therein, (iii) the right to sue or otherwise recover for any and all past, present and future infringements thereof, (iv) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and (v) all reissues, divisions, continuations, continuations-in-part, substitutes, renewals, and extensions thereof, all improvements thereon and all other rights of any kind whatsoever accruing thereunder or pertaining thereto.

“Patent License”: with respect to any Grantor, all agreements (whether or not in writing) providing for the grant by or to such Grantor of any right to manufacture, use, import, export, distribute, offer for sale or sell any invention covered in whole or in part by a Patent (including those agreements listed on Schedule 6), subject in each case, to the terms of such agreements, and the right to prepare for sale, sell and advertise for sale, all Inventory now or hereafter covered by such agreements.

“Pledged Notes”: all Intercompany Notes at any time issued to any Grantor (including those listed on Schedule 2) and all other promissory notes in excess of $1,000,000 in principal amount at any time issued to or owned, held or acquired by any Grantor (including those listed on Schedule 2), except promissory notes issued in connection with extensions of trade credit by any Grantor in the ordinary course of business.

“Pledged Stock”: all shares, stock certificates, options, interests or rights of any nature whatsoever in respect of the Capital Stock of any Person (including those listed on Schedule 2) at any time issued or granted to or owned, held or acquired by any Grantor; provided that in no event shall (i) more than 65% of the total outstanding voting Capital Stock of any Foreign Entity or of any Foreign Subsidiary Voting Stock or (ii) any Foreign Subsidiary Voting Stock of a Foreign Subsidiary that is not a first tier Foreign Subsidiary, in each case be subject to the security interests granted hereby.

“Proceeds”: all “proceeds” as such term is defined in Section 9-102(a)(64) of the New York UCC, including, in any event, all dividends, returns of capital and other distributions from Investment Property and all collections thereon and payments with respect thereto.

“Receivable”: any right to payment for goods sold or leased or for services rendered, whether or not such right is evidenced by an Instrument or Chattel Paper and whether or not it has been earned by performance (including all Accounts).

“Secured Parties”: the Agents, the Lenders and Indemnitees and, with respect to any Specified Hedge Agreement or Specified Cash Management Agreement, the Qualified Counterparty, party thereto and each of their respective successors and transferees.

“Securities Act”: the Securities Act of 1933, as amended.

“Trademarks”: (i) all United States, state and foreign trademarks, service marks, trade names, domain names, corporate names, company names, business names, trade dress, trade styles, or logos, and all registrations of and applications to register the foregoing and any new renewals thereof, including each registration and application identified in Schedule 6, (ii) the right to sue or otherwise recover for any and all past, present and future infringements and dilutions thereof, (iii) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements and dilutions thereof), and (iv) all other rights of any kind

5

whatsoever accruing thereunder or pertaining thereto, together in each case with the goodwill of the business connected with the use of, and symbolized by, each of the above.

“Trademark License”: with respect to any Grantor, any agreement (whether or not in writing) providing for the grant by or to such Grantor of any right to use any Trademark (including those agreements listed on Schedule 6), subject in each case, to the terms of such agreements, and the right to prepare for sale, sell and advertise for sale, all Inventory now or hereafter covered by such agreements.

“Trade Secrets”: (i) all trade secrets and confidential and proprietary information, (ii) the right to sue or otherwise recover for any and all past, present and future misappropriations thereof, (iii) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including payments under all licenses entered into in connection therewith, and damages and payments for past, present or future misappropriations thereof), and (iv) all other rights of any kind whatsoever accruing thereunder or pertaining thereto.

“Trade Secret License”: with respect to any Grantor, any agreement, whether written or oral, providing for the grant by or to such Grantor of any right to use any Trade Secret, including any of the foregoing agreements referred to in Schedule 6, subject in each case, to the terms of such agreements, and the right to prepare for sale, sell and advertise for sale, all Inventory now or hereafter covered by such agreements.

“UETA”: the Uniform Electronic Transaction Act, as in effect in the applicable jurisdiction.

“Vehicles”: all cars, trucks, trailers, vehicles which are used for construction, vehicles which can be considered earth moving equipment and other vehicles, vessels and aircrafts, each of which is covered by a certificate of title law of any jurisdiction and all appurtenances thereto.

1.2. Other Definitional Provisions.

(a) As used herein and in any certificate or other document made or delivered pursuant hereto, (i) accounting terms relating to any Group Member not defined in Section 1.1 and accounting terms partly defined in Section 1.1, to the extent not defined, shall have the respective meanings given to them under GAAP, (ii) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (iii) the word “incur” shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings), and (iv) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties of every type and nature, and (v) references to agreements or other Contractual Obligations shall, unless otherwise specified, be deemed to refer to such agreements or Contractual Obligations as amended, supplemented, restated or otherwise modified from time to time (subject to any applicable restrictions hereunder).

(b) The words “hereof,” “herein”, “hereto” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section and Schedule references are to this Agreement unless otherwise specified.

(c) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

6

(d) Where the context requires, terms relating to the Collateral or any part thereof, when used in relation to a Grantor, shall refer to such Grantor’s Collateral or the relevant part thereof.

(e) The expressions “payment in full,” “paid in full” and any other similar terms or phrases when used herein with respect to any Obligation shall mean the payment in full of such Obligation in cash in immediately available funds, which for the purpose of such expressions and similar terms or phrases includes the discharge of all Letters of Credit or cash collateralization of all L/C Obligations that remain outstanding.

SECTION 2. GUARANTEE

2.1. Guarantee.

(a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the benefit of the Secured Parties, the prompt and complete payment and performance by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) of each and all of the Borrower Obligations.

(b) Each Guarantor shall be liable under its guarantee set forth in Section 2.1(a), without any limitation as to amount, for all present and future Borrower Obligations, including specifically all future increases in the outstanding amount of the Loans or Reimbursement Obligations and other future increases in the Borrower Obligations, whether or not any such increase is committed, contemplated or provided for by the Loan Documents on the date hereof; provided, that (i) enforcement of such guarantee against such Guarantor will be limited as necessary to limit the recovery under such guarantee to the maximum amount which may be recovered without causing such enforcement or recovery to constitute a fraudulent transfer or fraudulent conveyance under any applicable law, including any applicable federal or state fraudulent transfer or fraudulent conveyance law (giving effect, to the fullest extent permitted by law, to the reimbursement and contribution rights set forth in Section 2.2) and (ii) to the fullest extent permitted by applicable law, the foregoing clause (i) shall be for the benefit solely of creditors and representatives of creditors of each Guarantor and not for the benefit of such Guarantor or the holders of any equity interest in such Guarantor.

(c) The guarantee contained in this Section 2.1 (i) shall remain in full force and effect until all the Borrower Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2.1 have been paid in full, and all commitments to extend credit under the Loan Documents have terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower may be free from any Borrower Obligations, (ii) unless released as provided in clause (iii) below, shall survive the repayment of the Loans and Reimbursement Obligations, the termination of commitments to extend credit under the Loan Documents, and the release of the Collateral and remain enforceable as to all Borrower Obligations that survive such repayment, termination and release and (iii) shall be released when and as set forth in Section 8.15.

(d) No payment made by the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by any Secured Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder in respect of any other Borrower Obligations then outstanding or thereafter incurred, other than as set forth in Section 8.15.

7

2.2. Reimbursement, Contribution and Subrogation. In case any payment is made on account of the Borrower Obligations by any Grantor or is received or collected on account of the Borrower Obligations from any Grantor or its property:

(a) If such payment is made by the Borrower or from its property, the Borrower shall not be entitled (i) to demand or enforce reimbursement or contribution in respect of such payment from any other Grantor or (ii) to be subrogated to any claim, interest, right or remedy of any Secured Party against any other Person, including any other Grantor or its property.

(b) If such payment is made by Holdings or from its property or if any payment is made by Holdings or from its property in satisfaction of the reimbursement right of any Subsidiary Guarantor set forth in Section 2.2(c), such payment shall constitute a contribution by Holdings to the common equity capital of the Borrower and Holdings shall not be entitled (i) to demand or enforce reimbursement or contribution in respect of such payment from any other Grantor or (ii) to be subrogated to any claim, interest, right or remedy of any Secured Party against any other Person, including any other Grantor or its property.

(c) If such payment is made by a Subsidiary Guarantor or from its property, such Subsidiary Guarantor shall be entitled, subject to and upon payment in full of all outstanding Obligations, and termination of all commitments to extend credit under the Loan Documents, (i) to demand and enforce reimbursement for the full amount of such payment from the Borrower and from Holdings and (ii) to demand and enforce contribution in respect of such payment from each other Subsidiary Guarantor which has not paid its fair share of such payment, as necessary to ensure that (after giving effect to any enforcement of reimbursement rights provided hereby) each Subsidiary Guarantor pays its fair share of the unreimbursed portion of such payment. For this purpose, the fair share of each Subsidiary Guarantor as to any unreimbursed payment shall be determined based on an equitable apportionment of such unreimbursed payment among all Subsidiary Guarantors based on the relative value of their assets (net of their liabilities, other than Obligations) and any other equitable considerations deemed appropriate by the court.

(d) If and whenever any right of reimbursement or contribution becomes enforceable by any Subsidiary Guarantor against any other Grantor under Section 2.2(c), such Subsidiary Guarantor shall be entitled, subject to and upon payment in full of all outstanding Obligations, and termination of all commitments to extend credit under the Loan Documents to be subrogated (equally and ratably with all other Subsidiary Guarantors entitled to reimbursement or contribution from any other Grantor under Section 2.2(c)) to any security interest that may then be held by the Administrative Agent upon any Collateral granted to it in this Agreement. To the fullest extent permitted under applicable law, such right of subrogation shall be enforceable solely against the Grantors, and not against the Secured Parties, and neither the Administrative Agent nor any other Secured Party shall have any duty whatsoever to warrant, ensure or protect any such right of subrogation or to obtain, perfect, maintain, hold, enforce or retain any Collateral for any purpose related to any such right of subrogation. If subrogation is demanded in writing by any Grantor, then (subject to and upon payment in full of all outstanding Obligations, and termination of all commitments to extend credit under the Loan Documents) the Administrative Agent shall deliver to the Grantor making such demand, or to a representative of such Grantor or of the Grantors generally, an instrument reasonably satisfactory to the Administrative Agent transferring, on a quitclaim basis without (to the fullest extent permitted under applicable law) any recourse, representation, warranty or obligation whatsoever, whatever security interest the Administrative Agent then may hold in whatever Collateral may then exist that was not previously released or disposed of by the Administrative Agent.

(e) All rights and claims arising under this Section 2.2 or based upon or relating to any other right of reimbursement, indemnification, contribution or subrogation that may at any time arise

8

or exist in favor of any Grantor as to any payment on account of the Obligations made by it or received or collected from its property shall be fully subordinated in all respects to the prior payment in full of all of the Obligations. Until payment in full of the Obligations and termination of all commitments to extend credit under the Loan Documents, no Grantor shall demand or receive any collateral security, payment or distribution whatsoever (whether in cash, property or securities or otherwise) on account of any such right or claim. If any such payment or distribution is made or becomes available to any Grantor in any bankruptcy case or receivership, insolvency or liquidation proceeding, such payment or distribution shall be delivered by the person making such payment or distribution directly to the Administrative Agent, for application to the payment of the Obligations. If any such payment or distribution is received by any Grantor, it shall be held by such Grantor in trust, as trustee of an express trust for the benefit of the Secured Parties, and shall forthwith be transferred and delivered by such Grantor to the Administrative Agent, in the exact form received and, if necessary, duly endorsed.

(f) The obligations of the Grantors under the Loan Documents, including their liability for the Obligations and the enforceability of the security interests granted thereby, are not contingent upon the validity, legality, enforceability, collectibility or sufficiency of any right of reimbursement, contribution or subrogation arising under this Section 2.2. To the fullest extent permitted under applicable law, the invalidity, insufficiency, unenforceability or uncollectibility of any such right shall not in any respect diminish, affect or impair any such obligation or any other claim, interest, right or remedy at any time held by any Secured Party against any Guarantor or its property. The Secured Parties make no representations or warranties in respect of any such right and shall, to the fullest extent permitted under applicable law, have no duty to assure, protect, enforce or ensure any such right or otherwise relating to any such right.

(g) Each Grantor reserves any and all other rights of reimbursement, contribution or subrogation at any time available to it as against any other Grantor, but (i) the exercise and enforcement of such rights shall be subject to this Section 2.2 and (ii) to the fullest extent permitted by applicable law, neither the Administrative Agent nor any other Secured Party shall ever have any duty or liability whatsoever in respect of any such right.

2.3. Amendments, etc. with respect to the Borrower Obligations. To the fullest extent permitted by applicable law, each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Guarantor and without notice to or further assent by any Guarantor, any demand for payment of any of the Borrower Obligations made by any Secured Party may be rescinded by such Secured Party and any of the Borrower Obligations continued, and the Borrower Obligations, or the liability of any other Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by any Secured Party, and the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the requisite Lenders) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by any Secured Party for the payment of the Borrower Obligations may be sold, exchanged, waived, surrendered or released. No Secured Party shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Borrower Obligations or for the guarantee contained in this Section 2 or any property subject thereto, except to the extent required by applicable law.

2.4. Guarantee Absolute and Unconditional. To the fullest extent permitted by applicable law, each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Borrower Obligations and notice of or proof of reliance by any Agent or any Lender upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2. The

9

Borrower Obligations, and each of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2. All dealings between the Borrower and any of the Guarantors, on the one hand, and the Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. To the fullest extent permitted by applicable law, each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or any of the Guarantors with respect to the Borrower Obligations. Each Guarantor understands and agrees that the guarantee contained in this Section 2 shall be construed, to the fullest extent permitted by applicable law, as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document, any of the Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by any Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Borrower or any other Person against any Secured Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Borrower Obligations or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, any Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by any Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Party against any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

2.5. Reinstatement. The guarantee contained in this Section 2 shall be reinstated and shall remain in all respects enforceable to the extent that, at any time, any payment of any of the Borrower Obligations is set aside, avoided or rescinded or must otherwise be restored or returned by any Secured Party upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, in whole or in part, and such reinstatement and enforceability shall, to the fullest extent permitted by applicable law, be effective as fully as if such payment had not been made.

2.6. Payments. Each Guarantor hereby agrees to pay all amounts payable by it under this Section 2 to the Administrative Agent without set-off or counterclaim in Dollars in immediately available funds at the Funding Office specified in the Credit Agreement.

SECTION 3. GRANT OF SECURITY INTEREST

Each Grantor hereby grants to the Administrative Agent, for the benefit of the Secured Parties, a security interest in all of the following property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), as collateral security for the prompt and complete payment and

10

performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Obligations:

(a) all Accounts;

(b) all Chattel Paper;

(c) all Deposit Accounts;

(d) all Documents;

(e) all Equipment (whether or not constituting Fixtures);

(f) all General Intangibles;

(g) all Instruments, including Pledged Notes;

(h) all Intellectual Property, to the extent of each Grantor’s right, title or interest therein (except for “intent-to-use” applications for trademark or service mark registrations filed pursuant to Section 1(b) of the Lanham Act, 15 U.S.C. § 1051, unless and until an Amendment to Allege Use or a Statement of Use under Sections 1(c) and 1(d) of said Act has been filed and accepted);

(i) all Inventory;

(j) all Investment Property;

(k) all Letter-of-Credit Rights;

(l) all Money;

(m) all Commercial Tort Claims identified on Schedule 7;

(n) all Capital Stock, Goods, insurance and other personal property not otherwise described above;

(o) all Supporting Obligations and products of any and all of the foregoing and all Guarantee Obligations, Liens and claims supporting, securing or in any respect relating to any of the foregoing;

(p) all books and records (regardless of medium) pertaining to any of the foregoing; and

(q) all Proceeds of any of the foregoing;

provided, that (i) this Agreement shall not constitute a grant of a security interest in any property to the extent that and for as long as such grant of a security interest (A) is prohibited by any applicable law, (B) requires a filing with or consent from any entity or person pursuant to any applicable law that has not been made or obtained, or (C) constitutes a breach or default under or results in the termination of, or requires any consent not obtained under, any lease, license or agreement, except to the extent that such applicable law or provisions of any such lease, license or agreement is ineffective under applicable law or would be ineffective under Sections 9-406, 9-407, 9-408 or 9-409 of the New York UCC to prevent the attachment of the security interest granted hereunder or (D) is in Capital Stock which is specifically

11

excluded from the definition of Pledged Stock by virtue of the proviso to such definition; (ii) the security interest granted hereby (A) shall attach at all times to all proceeds of such property, (B) shall attach to such property immediately and automatically (without need for any further grant or act) at such time as the condition described in clause (i) ceases to exist and (C) to the extent severable shall in any event attach to all rights in respect of such property that are not subject to the applicable condition described in clause (i); and (iii) the security interest granted hereby shall not attach to any Consigned Vehicles or Consigned Vehicle Proceeds.

SECTION 4. REPRESENTATIONS AND WARRANTIES

To induce the Agents and the Lenders to enter into the Credit Agreement and to induce the Lenders to make their respective extensions of credit to the Borrower thereunder, each Grantor hereby represents and warrants to each Agent and Lender that:

4.1. Representations in Credit Agreement. In the case of each Guarantor, the representations and warranties set forth in Section 5 of the Credit Agreement as they relate to such Guarantor or to the Loan Documents to which such Guarantor is a party, each of which is hereby incorporated herein by reference, are true and correct in all material respects, and each Agent and each Lender shall be entitled to rely on each of them as if they were fully set forth herein; provided that each reference in each such representation and warranty to the Borrower’s knowledge or Holdings’ knowledge shall, for the purposes of this Section 4.1, be deemed to be a reference to such Guarantor’s knowledge.

4.2. Title; No Other Liens. Except for the security interest granted to the Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement and the other Permitted Liens, such Grantor owns each item of Collateral granted by it free and clear of any and all Liens. No effective financing statement, mortgage or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except such as have been filed in favor of the Administrative Agent, for the benefit of the Secured Parties, pursuant to this Agreement or in respect of Permitted Liens or for which termination statements will be delivered on the Closing Date.

4.3. Perfected First Priority Liens.

(a) Upon the completion of the filings and other actions specified on Schedule 4 (which, in the case of all filings and other documents referred to on said Schedule (to the extent applicable), have been delivered to or prepared by the Administrative Agent in completed and, where required, duly executed form), the payment of all applicable fees, the delivery to and continuing possession by the Administrative Agent of all Certificated Securities, all Instruments, all Tangible Chattel Paper and all Documents a security interest in which is perfected by possession, and the obtaining and maintenance of “control” (as described in the Uniform Commercial Code as in effect in the applicable jurisdiction) by the Administrative Agent of all Deposit Accounts, the Collateral Accounts, all Electronic Chattel Paper, Letter-of-Credit Rights, all Uncertificated Securities and all Securities Accounts, in each case a security interest in which is perfected by such “control”, the security interests granted in Section 3 will constitute valid perfected security interests in all of the Collateral (except for Excluded Perfection Assets) in favor of the Administrative Agent, for the benefit of the Secured Parties, as collateral security for such Grantor’s Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any such Collateral from such Grantor other than Ordinary Course Transferees, except as (x) enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) or by an implied covenant of good faith and fair dealing, and (y) to the extent that the recording or an assignment or other transfer of title to the Administrative Agent or the recording of other applicable

12

documents in the United States Patent and Trademark Office or the United States Copyright Office (and the taking of appropriate actions with respect to Intellectual Property which is the subject of a registration or application outside the United States under applicable local law to perfect such Lien) may be necessary for enforceability, and is and will be prior to all other Liens on such Collateral except for Permitted Liens. Without limiting the foregoing and except as otherwise permitted or provided in Section 5 or with respect to any Excluded Perfection Assets, each Grantor has taken all actions required hereunder to: (i) establish the Administrative Agent’s “control” (within the meanings of Sections 8-106 and 9-106 of the UCC) over any portion of the Investment Property constituting Certificated Securities, Uncertificated Securities, Securities Accounts, Securities Entitlements or Commodity Accounts (each as defined in the UCC), (ii) establish the Administrative Agent’s “control” (within the meaning of Section 9-104 of the UCC) over all Deposit Accounts of such Grantor, (iii) establish the Administrative Agent’s “control” (within the meaning of Section 9-107 of the UCC) over all Letter-of-Credit Rights of such Grantor and (iv) establish the Administrative Agent’s control (within the meaning of Section 9-105 of the UCC) over all Electronic Chattel Paper of such Grantor.

(b) Each Grantor consents to the grant by each other Grantor of the security interests granted hereby and, subject to Section 6.9 hereunder, the transfer of any Capital Stock or Investment Property to the Administrative Agent or its designee upon the occurrence and during the continuance of an Event of Default and to the substitution of the Administrative Agent or its designee or the purchaser upon any foreclosure sale as the holder and beneficial owner of the interest represented thereby.

4.4. Jurisdiction of Organization; Chief Executive Office. On the date hereof, such Grantor’s exact legal name, jurisdiction of organization, identification number from the jurisdiction of organization (if any), and the location of such Grantor’s chief executive office or sole place of business or principal residence, as the case may be, are specified on Schedule 3. Except as otherwise indicated on Schedule 3, the jurisdiction of such Grantor’s organization or formation is required to maintain a public record showing the Grantor to have been organized or formed. On the date hereof, such Grantor is organized solely under the law of the jurisdiction so specified and has not filed any certificates of domestication, transfer or continuance in any other jurisdiction. On the date hereof, except as specified on Schedule 3, such Grantor has not changed its name, jurisdiction of organization, chief executive office or sole place of business or its corporate or organizational form in any way (e.g. by merger, consolidation, change in corporate form or otherwise) within the past five years and has not within the last five years become bound (whether as a result of merger or otherwise) as grantor under a security agreement entered into by another person, which (x) has not heretofore been terminated or (y) is in respect of a Lien that is not a Permitted Lien. Such Grantor has furnished to the Administrative Agent its Organizational Documents as in effect as of the Closing Date.

4.5. Inventory and Equipment.

(a) On the date hereof Schedule 5 sets forth all locations where any Inventory and Equipment (other than mobile goods) in excess of $1,000,000 in value are kept.

(b) All Inventory now or hereafter produced by any Grantor included in the Collateral has been and will be produced in compliance with the requirements of the Fair Labor Standards Act, as amended.

(c) Except as specifically indicated on Schedule 5, to the knowledge of such Grantor none of the Inventory or Equipment of such Grantor with a value in excess of $1,000,000 is in possession of a bailee.

13

4.6. Farm Products. None of the Collateral constitutes, or is the Proceeds of, Farm Products.

4.7. Pledged Stock and Pledged Notes.

(a) The shares of Pledged Stock pledged by such Grantor hereunder constitute all the issued and outstanding shares of all classes of the Capital Stock of each Issuer owned by such Grantor or, in the case of Foreign Subsidiary Voting Stock, 65% of the outstanding first tier Foreign Subsidiary Voting Stock of each relevant Issuer.

(b) All the shares of the Pledged Stock pledged by such Grantor hereunder have been duly and validly issued and are fully paid and nonassessable subject to the general principles of Nova Scotia law relating to the assessability of shares of a NSULC.

(c) To such Grantor’s knowledge, each of the Pledged Notes constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law).

(d) Such Grantor is the record and beneficial owner of, and has good and valid title to, the Pledged Stock and Pledged Notes pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except the security interest created by this Agreement and Permitted Liens.

(e) The Organizational Documents applicable to each interest in any domestic partnership or limited liability company included in the Collateral shall not expressly provide that they are securities governed by Article 8 of the Uniform Commercial Code and any such interests shall not be certificated; provided, that, if any such interests become certificated, such Grantor will ensure that the Organizational Documents applicable to such interest shall expressly provide that they are securities governed by Article 8 of the Uniform Commercial Code and immediately deliver all such certificates to the Administrative Agent for continued possession.

4.8. Receivables. The amounts represented by such Grantor to the Administrative Agent or the other Secured Parties from time to time as owing to such Grantor in respect of such Grantor’s Receivables will at such time be the correct amount, in all material respects, actually owing thereunder, except to the extent that appropriate reserves therefor have been established on the books of such Grantor in accordance with GAAP.

4.9. Intellectual Property.

(a) Schedule 6 lists all issued Patents and pending published patent applications, and all registrations and applications to register Trademarks and registered Copyrights owned by such Grantor in its own name on the date hereof. Except as set forth in Schedule 6 or as permitted to exist on such Grantor’s Collateral by the Credit Agreement, such Grantor is the exclusive owner of the entire right, title and interest in and to such applications, registrations and issuances free and clear of any and all Liens (except Permitted Liens).

(b) On the date hereof, all Intellectual Property of such Grantor described on Schedule 6 is subsisting and unexpired and, to the knowledge of such Grantor, has not been abandoned and is valid and enforceable. Except as would not reasonably be expected to have a Material Adverse

14

Effect, to the knowledge of such Grantor, neither the operation of such Grantor’s business as currently conducted nor the use of the Intellectual Property in connection therewith conflicts with, infringes, misappropriates, dilutes, misuses or otherwise violates the Intellectual Property rights of any other Person.

(c) Except as set forth in Schedule 6, on the date hereof, (i) none of the material patents, trademarks, copyrights and trade secrets owned by any Grantor is the subject of any licensing or franchise agreement pursuant to which such Grantor is the licensor or franchisor and (ii) there are no other material agreements, obligations, orders or judgments to which such Grantor is subject which adversely affect the use of any Intellectual Property owned by such Grantor in any material respect.

(d) The rights of such Grantor in or to the Patents, Trademarks, Copyrights and Trade Secrets owned by such Grantor do not conflict with or infringe upon the rights of any third party, and no claim has been asserted that the use of such Intellectual Property does or may infringe upon the rights of any third party, in either case, which conflict or infringement would reasonably be expected to have a Material Adverse Effect. There is currently no infringement or unauthorized use of any item of such Intellectual Property owned by such Grantor that, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

(e) No holding, decision or judgment has been rendered by any Governmental Authority which would limit or cancel or render invalid or unenforceable such Grantor’s rights in, any Patent, Trademark, Copyright or Trade Secret owned by such Grantor in any respect that would reasonably be expected to have a Material Adverse Effect. Such Grantor is not aware of any uses of any material item of Intellectual Property owned by such Grantor that could reasonably be expected to lead to such item becoming invalid or unenforceable including uses which were not supported by the goodwill of the business connected with Trademarks and Trademark Licenses, which uses, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

(f) No action or proceeding is pending, or, to the knowledge of such Grantor, threatened, on the date hereof seeking to limit or cancel or render invalid any material Patent, Trademark, Copyright or Trade Secret owned by such Grantor or such Grantor’s ownership interest therein, which, if adversely determined, would have a Material Adverse Effect. Except as would not reasonably be expected to have a Material Adverse Effect, the consummation of the transactions contemplated by this Agreement will not result in the termination or impairment of any of the Intellectual Property owned or licensed by such Grantor.

(g) With respect to each Copyright License, Trademark License and Patent License, except as would not reasonably be expected to have a Material Adverse Effect: (i) such license is valid and binding and in full force and effect and represents the entire agreement between the respective licensor and licensee with respect to the subject matter of such license; (ii) such Grantor has not received any notice of termination or cancellation under such license; (iii) such Grantor has not received any notice of a breach or default under such license, which breach or default has not been cured; and (iv) such Grantor is not in breach or default in any material respect, and no event has occurred that, with notice and/or lapse of time, would constitute such a breach or default or permit termination, modification or acceleration under such license.

(h) To the extent such Grantor has reasonably determined that it is commercially practicable to do so, such Grantor has used proper statutory notice in connection with its use of each material Patent, Trademark and Copyright owned by such Grantor.

15

(i) Such Grantor has taken commercially reasonable steps to protect the confidentiality of its Trade Secrets.

(j) Such Grantor has made all material filings and recordations and paid all fees necessary in its reasonable business judgment to adequately protect its interest in its United States Patents, Trademarks and Copyrights and material non-United States Patents, Trademarks and Copyrights owned by such Grantor.

SECTION 5. COVENANTS

Each Grantor covenants and agrees with the Agents and Lenders that, from and after the date of this Agreement until the Collateral is released pursuant to Section 8.15(a):

5.1. Covenants in Credit Agreement. Such Grantor shall take, or refrain from taking, as the case may be, each action that is necessary to be taken or not taken, so that no breach of the covenants in the Credit Agreement pertaining to actions to be taken, or not taken, by such Grantor will result.

5.2. Delivery and Control of Instruments, Certificated Securities, Chattel Paper, Negotiable Documents, Investment Property and Letter-of-Credit Rights.

(a) If any of the Collateral of such Grantor is or shall become evidenced or represented by any Instrument, Negotiable Document or Tangible Chattel Paper, upon the request of the Administrative Agent such Instrument, Negotiable Documents or Tangible Chattel Paper shall be immediately delivered to the Administrative Agent, duly indorsed in a manner reasonably satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Agreement.

(b) If any of the Collateral of such Grantor is or shall become “Electronic Chattel Paper” such Grantor shall ensure that (i) a single authoritative copy exists which is unique, identifiable, unalterable (except as provided in clauses (iii), (iv) and (v) of this paragraph), (ii) such authoritative copy identifies the Administrative Agent as the assignee and is communicated to and maintained by the Administrative Agent or its designee, (iii) copies or revisions that add or change the assignee of the authoritative copy can only be made with the participation of the Administrative Agent, (iv) each copy of the authoritative copy and any copy of a copy is readily identifiable as a copy and not the authoritative copy and (v) any revision of the authoritative copy is readily identifiable as an authorized or unauthorized revision.

(c) If any of the Collateral of such Grantor is or shall become evidenced or represented by an Uncertificated Security in excess of $2,000,000, upon the request of the Administrative Agent, such Grantor shall cause the issuer thereof either (i) to register the Administrative Agent as the registered owner of such Uncertificated Security, upon original issue or registration of transfer or (ii) to promptly (but in any event with in 60 days of such request) agree in writing with such Grantor and the Administrative Agent that such Issuer will comply with instructions with respect to such Uncertificated Security originated by the Administrative Agent without further consent of such Grantor, such agreement to be in form and substance reasonably satisfactory to the Administrative Agent.

(d) If so requested by the Administrative Agent or Required Lenders at any time when any Event of Default under 9(a), 9(f)(i) or 9(f)(ii) of the Credit Agreement has occurred and is continuing, such Grantor shall, within 30 days (or such other time period as the Administrative Agent may consent to in its sole discretion), after such request and at all times thereafter, maintain its Securities Entitlements, Securities Accounts and Deposit Accounts (other than (i) collection accounts that are swept

16

(either directly or indirectly) on a daily basis, as and when good and collected funds are available, to an account that is subject to a control agreement, (ii) disbursement accounts that are funded only as and when payment demands are received, and (iii) other deposit accounts in which the aggregate amount on deposit at any time does not exceed $2,000,000) such that all cash and cash equivalents of the Loan Parties, net of and after deducting an allowance reasonably determined by the Borrower to be sufficient to pay all Consigned Vehicle Proceeds due to the owners of Consigned Vehicles who have not received final payment in full of the amount due to them, are maintained with financial institutions that have agreed to comply with entitlement orders and instructions issued or originated by the Administrative Agent without further consent of such Grantor, such agreement to be in form and substance reasonably satisfactory to the Administrative Agent. The Administrative Agent hereby agrees to issue such entitlement orders and instructions only if an Event of Default under Section 9(a), 9(f)(i) or 9(f)(ii) of the Credit Agreement has occurred and is continuing.

(e) If any of the Collateral of such Grantor is or shall become evidenced or represented by any Certificated Security (other than any Capital Stock which is specifically excluded from the definition of Pledged Stock by virtue of the proviso to such definition and any promissory note that does not qualify as a Pledged Note pursuant to the definition thereof), such Certificated Security shall be promptly delivered to the Administrative Agent, duly indorsed in a manner reasonably satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Agreement.

(f) In addition to and not in lieu of the foregoing, if any issuer of any Investment Property is organized under the law of, or has its chief executive office in, a jurisdiction outside of the United States, each Grantor shall, subject to Section 6.9 hereunder, take such additional actions, including causing the issuer to register the pledge on its books and records, as may be reasonably requested by the Administrative Agent, under the laws of such jurisdiction to insure the validity, perfection and priority of the security interest of the Administrative Agent.

(g) In the case of any Letter-of-Credit Rights in any letter of credit exceeding $1,000,000 in value, upon the reasonable request of the Administrative Agent, each Grantor shall promptly (but in any event with in 60 days of such request or such later date to which the Administrative Agent may consent in writing) make commercially reasonable efforts to obtain the consent of the issuer thereof and any nominated person thereon to the assignment of the proceeds of the related letter of credit in accordance with Section 5-114(c) of the New York UCC, pursuant to an agreement in form and substance reasonably satisfactory to the Administrative Agent.

(h) If any of the Collateral of such Grantor is or shall become “transferable records” as defined in UETA, such Grantor shall promptly notify the Administrative Agent thereof and, at the request of the Administrative Agent, shall take such action as the Administrative Agent may reasonably request to vest in the Administrative Agent “control” under Section 16 of UETA over such transferable records. The Administrative Agent agrees with such Grantor that the Administrative Agent will arrange, pursuant to procedures reasonably satisfactory to the Administrative Agent and so long as such procedures will not result in the Administrative Agent’s loss of control, for the Grantor to make alterations to the transferable records permitted under Section 16 of UETA for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing or would occur after taking into account any action by such Grantor with respect to such transferable records

5.3. Maintenance of Insurance.

(a) Such Grantor will maintain, with reputable companies, insurance policies (i) insuring the Collateral against loss by fire, explosion, theft or other risks as may be required by the Credit

17

Agreement and (ii) naming the Administrative Agent on behalf of the Secured Parties as additional insureds under liability insurance policies to the extent reasonably requested by the Administrative Agent.

(b) All such insurance shall (i) provide that no cancellation, material reduction in amount or material change in coverage (other than materially proportionate reductions in amounts or coverage to reflect any disposition of property by such Grantor) thereof shall be effective until at least 30 days, or such earlier time with the consent of the Administrative Agent, after receipt by the Administrative Agent of written notice thereof and (ii) name the Administrative Agent as additional insured party and/or loss payee in respect of property insurance. All proceeds of business and interruption insurance received by the Administrative Agent shall be released by the Administrative Agent to the Borrower for account of the Grantor entitled thereto.

5.4. Payment of Obligations. Such Grantor will pay and discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all material taxes and other material assessments and governmental charges or levies imposed upon such Grantor’s Collateral or in respect of income or profits therefrom, as well as all claims of any kind (including claims for labor, materials and supplies) against or with respect to such Grantor’s Collateral, except where the amount or validity thereof is currently being contested in good faith by appropriate proceedings and reserves in conformity with GAAP with respect thereto have been provided on the books of such Grantor or where failure to pay, discharge or otherwise satisfy such material obligations, in the aggregate, has not and would not reasonably be expected to result in a Material Adverse Effect.

5.5. Maintenance of Perfected Security Interest; Further Documentation.

(a) Such Grantor shall maintain the security interest created by this Agreement in such Grantor’s Collateral as a security interest having at least the perfection and priority described in Section 4.3 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of the Collateral.

(b) Such Grantor will furnish to the Administrative Agent from time to time statements and schedules further identifying and describing the assets and property of such Grantor in reasonable detail and such other reports in connection therewith as the Administrative Agent may reasonably request.

(c) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of creating, perfecting, ensuring the priority of, protecting or enforcing the Administrative Agent’s security interest in the Collateral or otherwise conferring or preserving the full benefits of this Agreement and of the interests, rights and powers herein granted.

5.6. Changes in Locations, Name, etc. Such Grantor will not (a) in the case of (i) and (ii) below, except upon not less than 10 days’ prior written notice to the Administrative Agent and delivery to the Administrative Agent of all additional financing statements and other documents (executed where appropriate) reasonably requested by the Administrative Agent to maintain the validity, perfection and priority of the security interests provided for herein, (b) in the case of (iii) below, except upon delivery to the Administrative Agent not more than 30 days after any change in locations, a written supplement to Schedule 5 showing any additional location at which Inventory or Equipment shall be kept:

18

(i) change its jurisdiction of organization or the location of its chief executive office or sole place of business or principal residence from that referred to in Section 4.4;

(ii) change its name; or

(iii) permit any Inventory or Equipment (other than mobile goods) in excess of $1,000,000 in value to be kept at a location other than those listed on Schedule 5.

5.7. Notices. Such Grantor will advise the Administrative Agent and the Lenders promptly, in reasonable detail, of:

(a) any Lien (other than security interests created hereby or Permitted Liens) on any of the Collateral which would adversely affect the ability of the Administrative Agent to exercise any of its remedies hereunder; and

(b) the occurrence of any other event which would reasonably be expected to have a material adverse effect on the aggregate value of the Collateral or on the security interests created hereby.

5.8. Investment Property.

(a) If such Grantor shall become entitled to receive or shall receive any stock certificate (including any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Secured Parties, hold the same in trust for the Secured Parties and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Grantor to the Administrative Agent, if required, together with an undated stock power or equivalents covering such certificate duly executed in blank by such Grantor, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations; provided, that in no event shall there be pledged more than 65% of any of the outstanding Foreign Subsidiary Voting Stock. Upon the occurrence and during the continuance of an Event of Default under the Credit Agreement, any sums paid upon or in respect of the Investment Property upon the liquidation or dissolution of any Issuer shall be paid over to the Administrative Agent (unless otherwise agreed in the Credit Agreement) to be held by it hereunder as additional collateral security for the Obligations, and in case any distribution of capital shall be made on or in respect of the Investment Property or any property shall be distributed upon or with respect to the Investment Property pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Investment Property shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Secured Parties, segregated from other funds of such Grantor, as additional collateral security for the Obligations.

(b) Without the prior written consent of the Administrative Agent, such Grantor will not, except as permitted by the Credit Agreement, (i) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Investment Property or Proceeds thereof, (ii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the

19

Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or Permitted Liens or (iii) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof (unless such restriction is permitted by the Credit Agreement).

(c) In the case of each Grantor which is an Issuer, such Grantor agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 5.8(a) with respect to the Investment Property issued by it and (iii) it will take all actions required or reasonably requested by the Administrative Agent to enable or permit each Grantor to comply with Sections 6.3(c) and 6.7 as to all Investment Property issued by it.

5.9. Receivables. Other than in the ordinary course of business or as permitted by the Loan Documents, after the occurrence and during the continuance of an Event of Default under the Credit Agreement, such Grantor will not (i) grant any extension of the time of payment of any Receivable, (ii) compromise or settle any Receivable for less than the full amount thereof, (iii) release, wholly or partially, any Person liable for the payment of any Receivable, (iv) allow any credit or discount whatsoever on any Receivable or (v) amend, supplement or modify any Receivable in any manner that would materially adversely affect the value of the Receivables constituting Collateral taken as a whole.

5.10. Intellectual Property. (a) Except as permitted in the Credit Agreement:

(i) With respect to each material Trademark owned by such Grantor, such Grantor (either itself or through licensees) will take all reasonably necessary steps to (i) continue to use such Trademark consistent with its current use of such Trademark or as otherwise determined by such Grantor, in its reasonable business judgment, in connection with such Grantor’s businesses or goods and services offered by such Grantor, in order to maintain such Trademark in full force free from any valid claim of abandonment for non-use, (ii) maintain the quality of products and services offered under such Trademark and take all reasonably necessary steps to ensure that all licensed users of such Trademark maintain such quality in all material respects, and (iii) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby such Trademark may become invalidated or impaired in any way, except in the ordinary course of business consistent with such Grantor’s past conduct and pursuant to the exercise of its reasonable business judgment.

(ii) Such Grantor (either itself or through licensees) will not forfeit, abandon or dedicate to the public any material Patent, except in the ordinary course of business consistent with such Grantor’s past conduct and pursuant to the exercise of its reasonable business judgment.

(iii) Such Grantor (either itself or through licensees) will not (and will not permit any licensee or sublicensee thereof to) by any act or omission, forfeit, abandon, or dedicate to the public any material Copyright owned by such Grantor, except in the ordinary course of business, consistent with such Grantor’s past conduct and pursuant to the exercise of its reasonable business judgment.

(iv) Such Grantor (either itself or through licensees) will not do any act that knowingly uses any material Intellectual Property to knowingly infringe the intellectual property rights of any other Person.

20

(v) To the extent such Grantor has reasonably determined that it is commercially practicable to do so, such Grantor (either itself or through licensees) will use any proper statutory notice necessary or appropriate in connection with the use of each material Patent, Trademark and Copyright owned by such Grantor.

(vi) Such Grantor will notify the Administrative Agent and the Lenders promptly if it knows or has reason to believe that any application or registration relating to any material Patent, Trademark or Copyright of such Grantor has been or may imminently become forfeited, abandoned or dedicated to the public, or of any material adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court or tribunal in any country) regarding such Grantor’s ownership of, or the validity of, any material Patent, Trademark or Copyright owned by such Grantor or such Grantor’s right to register the same or to own and maintain the same.

(vii) Such Grantor will take all reasonable and necessary steps, including in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or group of countries or any political subdivision of any of the foregoing, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of the material Patents, Trademarks and Copyrights owned by such Grantor, including the payment of required fees and taxes, the filing of responses to office actions issued by the United States Patent and Trademark Office and the United States Copyright Office, the filing of applications for renewal or extension, the filing of affidavits of use and affidavits of incontestability, the filing of divisional, continuation, continuation-in-part, reissue, and renewal applications or extensions, the payment of maintenance fees, and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings.

(viii) Such Grantor (either itself or through licensees) will not, without the prior written consent of the Administrative Agent, such consent not to be unreasonably withheld or delayed, discontinue use of or otherwise abandon any Intellectual Property, or abandon any application or any right to file an application for letters patent, trademark, or copyright, unless such Grantor shall have previously determined that such use or the pursuit or maintenance of such Intellectual Property is no longer desirable in the conduct of such Grantor’s business and that the loss thereof could not reasonably be expected to have a Material Adverse Effect and, such Grantor shall give prompt notice of any such abandonment of (i) material Intellectual Property or (ii) registered or issued Intellectual Property or pending applications therefore to the Administrative Agent in accordance herewith.

(ix) In the event that any material Intellectual Property is infringed, misappropriated or diluted by a third party, such Grantor shall (i) take such actions as such Grantor shall reasonably deem appropriate under the circumstances to protect such Intellectual Property and (ii) if such Intellectual Property is of material economic value, promptly notify the Administrative Agent after it learns thereof and, following consultation with the Administrative Agent, shall take such actions as it deems reasonable, which may include suing for infringement, misappropriation or dilution, seeking injunctive relief where appropriate and seeking to recover any and all damages for such infringement, misappropriation or dilution.

21

(x) Such Grantor shall take all steps reasonably necessary to protect the secrecy of all material Trade Secrets of such Grantor.

(b) After the date hereof, whenever such Grantor (i) shall acquire any registered, issued or applied for Patent, Trademark or Copyright or (ii) either by itself or through any agent, employee, licensee or designee, shall file an application for the registration of any Patent, Trademark or Copyright owned by such Grantor with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, such Grantor shall report such acquisition or filing to the Administrative Agent within 90 days after the last day of the fiscal year in which such acquisition or filing occurs. Such Grantor agrees that the provisions of Section 3 shall automatically apply to such Intellectual Property.

(c) Such Grantor agrees (i) to execute an Intellectual Property Security Agreement with respect to certain of its Intellectual Property in substantially the form of Annex III in order to record the security interest granted herein to the Administrative Agent for the benefit of the Secured Parties with the United States Patent and Trademark Office or the United States Copyright Office and (ii) to provide to the Administrative Agent, within 90 days after the last day of the fiscal year in which any Intellectual Property registered in such offices is acquired or registered by such Grantor, all documents necessary to record the security interest of the Administrative Agent in such Intellectual Property with such offices.

(d) Upon the reasonable request of the Administrative Agent, such Grantor shall execute and deliver, and use its commercially reasonable efforts to cause to be filed, registered or recorded, any and all agreements, instruments, documents, and papers which the Administrative Agent may reasonably request to evidence, register, record or perfect the Administrative Agent’s security interest in any registered, issued or applied for Copyright, Patent or Trademark and the goodwill and general intangibles of such Grantor relating thereto or represented thereby, in any office anywhere in the world in which filing, registration or recording may be necessary or appropriate, except that (so long as no Default has occurred and is continuing) the Administrative Agent shall not request such filing, registration or recording in any office in any jurisdiction outside of the United States in which the Group Members had, during the preceding 12-month period, net sales constituting less than 15% of the consolidated worldwide net sales of the Group Members.

SECTION 6. REMEDIAL PROVISIONS

6.1. Certain Matters Relating to Receivables.

(a) The Administrative Agent shall have the right, at its own cost and expense except during the occurrence and continuance of an Event of Default, to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Agent may reasonably require in connection with such test verifications. At any time and from time to time, upon the Administrative Agent’s reasonable request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others reasonably satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables; provided, that unless a Default or Event of Default shall be continuing, the Administrative Agent shall request no more than two such reports during any calendar year.

(b) The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Receivables (not including amounts payable by the purchaser of a Consigned Vehicle), and the Administrative Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Agent at any time after the

22

occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days of receipt by such Grantor) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Secured Parties only as provided in Section 6.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the Secured Parties, segregated from other funds of such Grantor. If so requested by the Administrative Agent, each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.

(c) At any time and from time to time after the occurrence and during the continuation of an Event of Default, if so requested by the Administrative Agent, each Grantor shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including all original orders, invoices and shipping receipts.

6.2. Communications with Obligors; Grantors Remain Liable.

(a) The Administrative Agent in its own name or in the name of others may at any time after the occurrence and during the continuance of an Event of Default communicate with obligors under the Receivables to verify with them to the Administrative Agent’s satisfaction the existence, amount and terms of any Receivables.

(b) At any time after the occurrence and during the continuance of an Event of Default, the Administrative Agent may (and each Grantor at the request of the Administrative Agent shall) notify obligors on the Receivables that the Receivables have been assigned to the Administrative Agent for the benefit of the Secured Parties and that payments in respect thereof shall be made directly to the Administrative Agent.

(c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s Receivables to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. No Secured Party shall have any obligation or liability under any Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by any Secured Party of any payment relating thereto, nor shall any Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Receivable (or any agreement giving rise thereto), to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.

6.3. Investment Property.

(a) Unless an Event of Default has occurred and is continuing and the Administrative Agent has given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its rights pursuant to Section 6.3(b), each Grantor may receive all cash dividends paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Issuer, to the extent permitted in the Credit Agreement, and may exercise all voting and corporate or other organizational rights with respect to Investment Property; provided, that no vote shall be cast or corporate or other organizational right exercised or other action taken (other than in

23

connection with a transaction permitted by the Credit Agreement) which would impair the Collateral or be inconsistent with or result in any violation of any provision of any Loan Document.

(b) If an Event of Default shall occur and be continuing and the Administrative Agent shall give written notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Administrative Agent shall have, subject to Section 6.9 hereunder, the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Investment Property and make application thereof to the Obligations in the order set forth in Section 6.5, and (ii) any or all of the Investment Property shall, subject to Section 6.9 hereunder, be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may, subject to Section 6.9 hereunder, thereafter exercise (A) all voting, corporate and other rights pertaining to such Investment Property at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Investment Property upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Investment Property, and in connection therewith, the right to deposit and deliver any and all of the Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may reasonably determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing; provided, that the Administrative Agent shall not exercise any voting or other consensual rights pertaining to any such Investment in a manner that constitutes an exercise of the remedies described in Section 6.6 other than in accordance with Section 6.6.

(c) Each Grantor hereby authorizes and instructs each Issuer of any Investment Property pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) after receipt by an Issuer or obligor of any instructions pursuant to Section 6.3(c)(i) hereof, pay any dividends or other payments with respect to the Investment Property directly to the Administrative Agent.

6.4. Proceeds to be Turned Over to Administrative Agent. In addition to the rights of the Agents and the Secured Parties specified in Section 6.1 with respect to payments of Receivables, if an Event of Default under Sections 9(a), 9(f)(i) or 9(f)(ii) of the Credit Agreement shall occur and be continuing or an exercise of remedies by the Administrative Agent or the Lenders with respect to any Event of Default shall occur and the Administrative Agent has instructed any Grantor to do so, all Proceeds (not including Consigned Vehicle Proceeds) received by such Grantor consisting of cash, checks and other near-cash items shall be held by such Grantor in trust for the Agents and the Secured Parties, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Administrative Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Administrative Agent, if required). All Proceeds received by the Administrative Agent hereunder shall be held by the Administrative Agent in a Collateral Account maintained under its sole dominion and control. All Proceeds while held by the Administrative Agent in a Collateral Account (or by such Grantor in trust for the Administrative Agent and the Secured Parties) shall continue to be held as collateral security for all the Obligations and shall not constitute payment thereof until applied as provided in Section 6.5.

24

6.5. Application of Proceeds. All cash proceeds received by the Administrative Agent during the continuance of an Event of Default from the enforcement of the Guarantees in Section 2 or as proceeds of Collateral from the exercise of any of the remedies set forth or referred to in Section 6.6 or elsewhere in this Agreement shall be applied, unless otherwise required by the Credit Agreement, pro rata in proportion to the aggregate amount of the Secured Obligations owing to each Secured Party. For this purpose, the Administrative Agent may rely conclusively, and without further inquiry, on its own records as to the amount of the Secured Obligations outstanding to each Secured Party and may suspend payments or seek relief in the form of interpleader or other similar relief as it may determine to be appropriate. Any balance of such Proceeds remaining after the Obligations have been paid in full and all commitments to extend credit under the Loan Documents have terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same.

6.6. Code and Other Remedies. If an Event of Default shall occur and be continuing, the Administrative Agent may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other Loan Document, all rights and remedies of a secured party under the New York UCC or any other applicable law or in equity. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, license, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of any Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Lenders hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations, in such order as may be required by the Credit Agreement and otherwise as required by Section 6.5 above, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including Section 9-615(a)(3) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against any Secured Party arising out of the exercise of any rights hereunder other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of such Secured Party. If any notice of a proposed sale or other disposition of Collateral is required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

6.7. Registration Rights.

(a) If the Administrative Agent shall determine to exercise its right to sell any or all of the Pledged Stock pursuant to Section 6.6, and if in the reasonable opinion of the Administrative Agent it is necessary or reasonably advisable to have the Pledged Stock, or that portion thereof to be sold,

25

registered under the provisions of the Securities Act, the relevant Grantor will use its commercially reasonable efforts to cause the Issuer thereof to (i) execute and deliver, and use its commercially reasonable efforts to cause the directors and officers of such Issuer to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the reasonable opinion of the Administrative Agent, necessary or reasonably advisable to register the Pledged Stock, or that portion thereof to be sold, under the provisions of the Securities Act, (ii) use its commercially reasonable efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of the Pledged Stock, or that portion thereof to be sold, and (iii) make all amendments thereto and/or to the related prospectus which, in the reasonable opinion of the Administrative Agent, are necessary or reasonably advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. Each Grantor agrees to use its commercially reasonable efforts to cause such Issuer to comply with the provisions of the securities or “Blue Sky” laws of any and all jurisdictions which the Administrative Agent shall reasonably designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act.

(b) Each Grantor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the Pledged Stock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Stock for the period of time necessary to permit the Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer would agree to do so.

(c) Each Grantor agrees to use its commercially reasonable efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Stock pursuant to this Section 6.7 valid and binding and in compliance with any and all other applicable Requirements of Law. Each Grantor further agrees that a breach of any of the covenants contained in this Section 6.7 will cause irreparable injury to the Secured Parties, that the Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that the Secured Parties may seek to have each and every covenant contained in this Section 6.7 be specifically enforced against such Grantor, and to the fullest extent permitted by applicable law, such Grantor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred or is continuing under the Credit Agreement.

6.8. Deficiency. Each Grantor shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay its Obligations and the reasonable fees and disbursements of any attorneys employed by the Administrative Agent or any Lender to collect such deficiency.

6.9. NSULC Shares. Notwithstanding any provisions to the contrary contained in this Agreement, the Credit Agreement or any other related security document, the Issuers set forth in Schedule 2 are the sole registered and beneficial owners of all shares of any NSULC pledged hereunder (the “Pledged NSULC Shares”) and none of the rights and remedies granted to the Administrative Agent herein in respect of the Pledged NSULC Shares (other than the grant of the security interest) shall be

26

exercisable or otherwise vest in the Administrative Agent or any other Secured Party and the applicable Grantor shall remain the legal and beneficial owner of the Pledged NSULC Shares and shall retain all of the incidents of such ownership until (i) an Event of Default has occurred, and (ii) the Administrative Agent has given written notice to the applicable Grantor of such Event of Default and its intention to exercise such rights and remedies in respect of the Pledged NSULC Shares. Nothing herein shall be construed to subject the Administrative Agent or any other Secured Party to liability as a member or owner of shares of a NSULC.

SECTION 7. THE ADMINISTRATIVE AGENT

7.1. Administrative Agent’s Appointment as Attorney-in-Fact, etc.

(a) Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be reasonably necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Administrative Agent the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any or all of the following:

(i) in the name of such Grantor or its own name, or otherwise, take possession of and indorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Receivable of such Grantor or with respect to any other Collateral of such Grantor and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent for the purpose of collecting any and all such moneys due under any Receivable of such Grantor or with respect to any other Collateral of such Grantor whenever payable;

(ii) in the case of any Intellectual Property, execute and deliver, and have recorded, any and all agreements, instruments, documents and papers as the Administrative Agent may reasonably request to evidence the Secured Parties’ security interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby;

(iii) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral, effect any repairs or any insurance called for by the terms of this Agreement and pay all or any part of the premiums therefor and the costs thereof;

(iv) execute, in connection with any sale provided for in Section 6.6 or 6.7, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; and

(v) (A) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct; (B) ask or demand for, collect, and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral of such Grantor; (C) sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, notices

27

and other documents in connection with any of the Collateral of such Grantor; (D) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral of such Grantor; (E) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; (F) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Administrative Agent may deem appropriate; (G) subject to any permitted licenses and reserved rights permitted under the Loan Documents, assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such Copyright, Patent or Trademark pertains), throughout the world for such term or terms, on such conditions, and in such manner, as the Administrative Agent shall in its sole discretion determine; and (H) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral of such Grantor as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes, and do, at the Administrative Agent’s option and such Grantor’s expense, at any time, or from time to time, all acts and things which the Administrative Agent deems necessary to protect, preserve or realize upon the Collateral of such Grantor and the Secured Parties’ security interests therein and to effect the intent of this Agreement, all as fully and effectively as such Grantor might do.

The Administrative Agent agrees that it will not exercise any rights under the power of attorney provided for in this Section 7.1(a) unless an Event of Default has occurred and is continuing.

(b) If any Grantor fails to perform or comply with any of its agreements contained herein, the Administrative Agent, at its option, but without any obligation so to do, may perform or comply with, or cause performance or compliance with, such agreement.

(c) The expenses of the Administrative Agent incurred in connection with actions undertaken as provided in this Section 7.1, together with interest thereon at a rate per annum equal to the rate per annum at which interest would then be payable on past due Revolving Loans that are Base Rate Loans under the Credit Agreement, from the date of payment by the Administrative Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Administrative Agent on demand.

(d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable as to each Grantor until all security interests created hereby with respect to the Collateral of such Grantor are released.

7.2. Duty of Administrative Agent. The Administrative Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither the Administrative Agent, any Secured Party nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Secured Parties hereunder are solely to protect the Secured Parties’ interests in the Collateral and shall not impose any duty upon any Secured Parties to exercise any such powers. The Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be

28

responsible to any Grantor for any act or failure to act hereunder, except, in the case of the Administrative Agent only in respect of its own gross negligence or willful misconduct, to the extent required by applicable law (subject to Section 11.12(e) of the Credit Agreement and other applicable provisions of the Loan Documents).

7.3. Financing Statements. Each Grantor hereby authorizes the filing of any financing statements or continuation statements, and amendments to financing statements, or any similar document in any jurisdictions and with any filing offices as the Administrative Agent may determine, in its reasonable discretion, are necessary or advisable to perfect or otherwise protect the security interest granted to the Administrative Agent herein. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as the Administrative Agent may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the Collateral granted to the Administrative Agent herein, including describing such property as “all assets” or “all personal property” and may (but need not) add thereto “whether now owned or hereafter acquired.” Each Grantor hereby ratifies and authorizes the filing by the Administrative Agent of any financing statement with respect to the Collateral made prior to the date hereof.

7.4. Authority, Immunities and Indemnities of Administrative Agent. Each Grantor acknowledges, and, by acceptance of the benefits hereof, each Secured Party agrees, that the rights and responsibilities of the Administrative Agent under this Agreement with respect to any action taken by the Administrative Agent or the exercise or non-exercise by the Administrative Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as among the Secured Parties, be governed by the Credit Agreement and that the Administrative Agent shall have, in respect thereof, all rights, remedies, immunities and indemnities granted to it in the Credit Agreement. By acceptance of the benefits hereof, each Secured Party that is not a Lender agrees to be bound by the provisions of the Credit Agreement applicable to the Administrative Agent, including Article X thereof, as fully as if such Secured Party were a Lender. The Administrative Agent shall be conclusively presumed to be acting as agent for the Secured Parties with full and valid authority so to act or refrain from acting, and no Grantor shall be under any obligation, or entitlement, to make any inquiry respecting such authority.

SECTION 8. MISCELLANEOUS

8.1. Amendments in Writing. None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except in accordance with Section 11.1 of the Credit Agreement.

8.2. Notices. All notices, requests and demands to or upon the Administrative Agent or any Grantor hereunder shall be effected in the manner provided for in Section 11.2 of the Credit Agreement; provided that any such notice, request or demand to or upon any Guarantor shall be addressed to such Guarantor at its notice address set forth on Schedule 1 or to such other address as such Guarantor may notify the Administrative Agent in writing.

8.3. No Waiver by Course of Conduct; Cumulative Remedies. No Secured Party shall by any act (except by a written instrument pursuant to Section 8.1), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default. No failure to exercise, nor any delay in exercising, on the part of any Secured Party, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by any Secured Party of any right or remedy hereunder

29

on any one occasion shall not be construed as a bar to any right or remedy which such Secured Party would otherwise have on any future occasion. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law.

8.4. Enforcement Expenses; Indemnification.

(a) Each Guarantor agrees to pay, or reimburse each Secured Party for, all its reasonable costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Guarantor is a party, including the reasonable fees and disbursements of counsel to the Administrative Agent and counsel to the Lenders.

(b) Each Guarantor agrees to pay, and to save the Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement.

(c) Each Guarantor agrees to pay, and to save the Secured Parties harmless from, any and all liabilities, obligations, losses (other than lost profits), damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement on the terms set forth in Section 11.5 of the Credit Agreement; provided, that each such Guarantor shall have no obligations hereunder to any Secured Party with respect to such liabilities, obligations, losses (other than lost profits), damages, penalties, actions, judgments or suits to the extent they are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Secured Party or any of its Related Persons.

(d) The agreements in this Section shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents.

8.5. Successors and Assigns. This Agreement shall be binding upon the successors and assigns of each Grantor and shall inure to the benefit of the Secured Parties and their successors and assigns; provided that no Grantor may assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written consent of the Administrative Agent and, unless so consented to, each such assignment, transfer or delegation by any Grantor shall be void.

8.6. Set-Off. Each Grantor hereby irrevocably authorizes each Agent and each Lender at any time and from time to time while an Event of Default shall have occurred and be continuing, without notice to such Grantor or any other Grantor, any such notice being expressly waived by each Grantor, to set-off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Agent or such Lender to or for the credit or the account of such Grantor, or any part thereof in such amounts as such Agent or such Lender may elect, against and on account of the obligations and liabilities of such Grantor to such Agent or such Lender hereunder and claims of every nature and description of such Agent or such Lender against such Grantor, in any currency, whether arising hereunder, under the Credit Agreement or any other Loan Document, as such Agent or such Lender may elect, whether or not any Agent or any Lender has made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. Each Agent or each Lender shall notify such Grantor promptly of any such set-off and the application made by such Agent or

30

such Lender of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Agent and each Lender under this Section are in addition to other rights and remedies (including other rights of set-off) which such Agent or such Lender may have.

8.7. Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by telecopy or electronic pdf), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

8.8. Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

8.9. Section Headings. The Section headings used in this Agreement are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof.

8.10. Integration. This Agreement and the other Loan Documents represent the agreement of the Grantors and the Secured Parties with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by any Secured Party relative to subject matter hereof and thereof not expressly set forth or referred to herein or in the other Loan Documents.

8.11. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

8.12. Submission To Jurisdiction; Waivers. Each Grantor hereby irrevocably and unconditionally:

(a) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the State of New York, the courts of the United States for the Southern District of New York, and appellate courts from any thereof;

(b) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Grantor at its address referred to in Section 8.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto;

(d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction; and

31

(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section any special, exemplary, punitive or consequential damages.

8.13. Acknowledgements. Each Grantor hereby acknowledges that:

(a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents to which it is a party;

(b) no Secured Party has any fiduciary relationship with or duty to any Grantor arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between the Grantors, on the one hand, and the Secured Parties, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and

(c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Secured Parties or among the Grantors and the Secured Parties.

8.14. Additional Grantors. Each Subsidiary of the Borrower that is required to become a party to this Agreement pursuant to Section 7.10 of the Credit Agreement shall become a Grantor for all purposes of this Agreement upon execution and delivery by such Subsidiary of an Assumption Agreement in the form of Annex 1.

8.15. Releases.

(a) At such time as (i) the Loans, the Reimbursement Obligations and all other Obligations (other than contingent surviving indemnity obligations in respect of which no claim or demand has been made, Borrower Hedge Agreement Obligations and Borrower Cash Management Arrangement Obligations) have been paid in full and all commitments to extend credit under the Loan Documents have terminated, and (ii) except as otherwise agreed by the affected Qualified Counterparties, the net termination liability under or in respect of, and other amounts due and payable under, Specified Hedge Agreements at such time shall have been (A) paid in full, (B) secured by the most senior liens upon the most extensive collateral securing any secured Indebtedness of each Grantor which provided a source of funding for repayment of any portion of the Loans outstanding at the time the Loans were paid in full, equally and ratably with such Indebtedness (whether or not other obligations are also secured equally and ratably with such liens or by junior liens upon such collateral), if (1) the agreement governing such Indebtedness provides the affected Qualified Counterparties with equivalent rights to those set forth in this Agreement as to the release or subordination of such senior liens and (2) the affected Qualified Counterparties are reasonably satisfied that the Moody’s and S&P debt ratings applicable to such Indebtedness are not lower than the debt ratings then most recently applicable to the Facilities, or (C) secured by any other collateral arrangement satisfactory to the Qualified Counterparty in its reasonable discretion, the Collateral shall immediately and automatically be released from the Liens created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. At the request and sole expense of any Grantor following any such termination, the Administrative Agent shall deliver to such Grantor any Collateral held by the Administrative Agent hereunder and execute and deliver to such Grantor such documents (in form and substance reasonably satisfactory to such Grantor and the Administrative Agent) as such Grantor may reasonably request to evidence such termination.

32

(b) If any of the Collateral is sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the Credit Agreement, then the Lien created pursuant to this Agreement in such Collateral shall be immediately and automatically released, and the Administrative Agent, at the request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably necessary or desirable to evidence the release of such Collateral (not including Proceeds thereof) from the security interests created hereby. At the request and sole expense of the Borrower, a Subsidiary Guarantor shall be released from its obligations hereunder in the event that all the Capital Stock of such Subsidiary Guarantor shall be sold, transferred or otherwise disposed of in a transaction permitted by the Credit Agreement; provided that the Borrower shall have delivered to the Administrative Agent, at least five Business Days prior to the date of the proposed release, a written request for release identifying the relevant Subsidiary Guarantor and the terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by the Borrower stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents.

8.16. WAIVER OF JURY TRIAL. EACH GRANTOR AND, BY ACCEPTANCE OF THE BENEFITS HEREOF, THE ADMINISTRATIVE AGENT AND EACH OTHER SECURED PARTY, HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

8.17. Effectiveness of Obligations. The covenants, agreements and other obligations hereunder of the Company will become effective concurrently with (but not prior to) the effectiveness of the Merger pursuant to the filing and acceptance of a certificate of merger with the Secretary of State of the State of Delaware (which the parties hereto intend to occur substantially concurrently with the funding of the Initial Term Loans under the Credit Agreement), and thereupon such covenants, agreements and other obligations shall become fully effective and operative without any further grant, act, confirmation or consent by the Company.

33

IN WITNESS WHEREOF, each of the undersigned has caused this Guarantee and Collateral Agreement to be duly executed and delivered as of the date first above written.

KAR HOLDINGS, INC.
By:
	Name: Title:

KAR HOLDINGS II, LLC
By:
	Name: Title:

ADESA, INC.
By:
	Name: Title:

INSURANCE AUTO AUCTIONS, INC.
By:
	Name: Title:

GRANTORS: ADESA CORPORATION, LLC
By:
	Name: Title:

A.D.E. OF ARK-LA-TEX, INC.
By:
	Name: Title:

A.D.E. OF KNOXVILLE, LLC
By:
	Name: Title:

ADESA ARK-LA-TEX, LLC
By:
	Name: Title:

ADESA ARKANSAS, LLC
By:
	Name: Title:

ADESA ATLANTA, LLC
By:
	Name: Title:

ADESA BIRMINGHAM, LLC
By:
	Name: Title:

ADESA CALIFORNIA, LLC
By:
	Name: Title:

ADESA CHARLOTTE, LLC
By:
	Name: Title:

ADESA COLORADO, LLC
By:
	Name: Title:

ADESA DES MOINES, LLC
By:
	Name: Title:

ADESA FLORIDA, LLC
By:
	Name: Title:

ADESA IMPACT TEXAS, LLC
By:
	Name: Title:

ADESA INDIANAPOLIS, LLC
By:
	Name: Title:

ADESA LANSING, LLC
By:
	Name: Title:

ADESA LEXINGTON, LLC
By:
	Name: Title:

ADESA MISSOURI, LLC
By:
	Name: Title:

ADESA NEW JERSEY, LLC
By:
	Name: Title:

ADESA NEW YORK, LLC
By:
	Name: Title:

ADESA OHIO, LLC
By:
	Name: Title:

ADESA OKLAHOMA, LLC
By:
	Name: Title:

ADESA PENNSYLVANIA, INC.
By:
	Name: Title:

ADESA PHOENIX, LLC
By:
	Name: Title:

ADESA PROPERTIES CANADA, INC.
By:
	Name: Title:

ADESA SAN DIEGO, LLC
By:
	Name: Title:

ADESA-SOUTH FLORIDA, LLC
By:
	Name: Title:

ADESA SOUTHERN INDIANA, LLC
By:
	Name: Title:

ADESA TEXAS, INC.
By:
	Name: Title:

ADESA VIRGINIA, LLC
By:
	Name: Title:

ADESA WASHINGTON, LLC
By:
	Name: Title:

ADESA WISCONSIN, LLC
By:
	Name: Title:

ASSET HOLDINGS III, L.P.
By:
	Name: Title:

AUTO BANC CORPORATION
By:
	Name: Title:

AUTO DEALERS EXCHANGE OF CONCORD, LLC
By:
	Name: Title:

AUTO DEALERS EXCHANGE OF MEMPHIS, LLC
By:
	Name: Title:

AUTOMOTIVE FINANCE CORPORATION
By:
	Name: Title:

AUTOMOTIVE RECOVERY SERVICES, INC.
By:
	Name: Title:

AUTOVIN, INC.
By:
	Name: Title:

IRT RECEIVABLES CORP.
By:
	Name: Title:

PAR, INC.
By:
	Name: Title:

AFC CAL, LLC
By:
	Name: Title:

AFC OF MINNESOTA CORPORATION
By:
	Name: Title:

AFC OF TN, LLC
By:
	Name: Title:

AXLE HOLDINGS, INC.
By:
	Name: Title:

INSURANCE AUTO AUCTIONS CORP.
By:
	Name: Title:

IAA SERVICES, INC.
By:
	Name: Title:

IAA ACQUISITION CORP.
By:
	Name: Title:

AUTO DISPOSAL SYSTEMS, INC.
By:
	Name: Title:

ADS PRIORITY TRANSPORTS, LTD.
By:
	Name: Title:

ADS ASHLAND, LLC
By:
	Name: Title:

BEAR STEARNS CORPORATE LENDING INC.,     as Administrative Agent
By:
	Name: Title:

Schedule 1

NOTICE ADDRESSES OF GUARANTORS

Schedule 2

DESCRIPTION OF INVESTMENT PROPERTY

Pledged Stock:

Issuer Class of Stock Stock Certificate No. No. of
Shares

Pledged Notes:

Issuer Payee Principal Amount

Schedule 3

EXACT LEGAL NAME; LOCATION OF JURISDICTION OF ORGANIZATION; CHIEF EXECUTIVE OFFICE

Exact Legal
Name of Grantor Jurisdiction of Organization Location of Chief
Executive Office

Schedule 4

FILINGS AND OTHER ACTIONS

REQUIRED TO PERFECT SECURITY INTERESTS

Uniform Commercial Code Filings

[List each office where a financing statement is to be filed]^*

Copyright, Patent and Trademark Filings

[List all filings]

Actions with respect to Pledged Stock^**

Other Actions

[Describe other actions to be taken]

* Note that perfection of security interests in patents and trademarks may require filings under the UCC in the jurisdictions where filings would be made for general intangibles, as well as filings in the United States Copyright Office and the United States Patent & Trademark Office.

** If the interest of a Grantor in Pledged Stock appears on the books of a financial intermediary, a control agreement as described in Section 8-106 of the New York UCC may be required by the Administrative Agent.

Schedule 5

LOCATIONS OF INVENTORY AND EQUIPMENT

Grantor Locations

Schedule 6

INTELLECTUAL PROPERTY

I. Copyrights and Copyright Licenses:

II. Patents and Patent Licenses:

III. Trademarks and Trademark Licenses:

Schedule 7

COMMERCIAL TORT CLAIMS

Annex I

to

Guarantee and Collateral Agreement

ASSUMPTION AGREEMENT, dated as of [                    , 200   ], made by [                    ], a [            ] corporation (the “Additional Grantor”), in favor of Bear Stearns Corporate Lending Inc., as administrative agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions (the “Lenders”) parties to the Credit Agreement referred to below. All capitalized terms not defined herein shall have the meaning ascribed to them in such Credit Agreement.

RECITALS

A. KAR HOLDINGS, INC., KAR HOLDINGS II, LLC, the Lenders, other agents party thereto and the Administrative Agent have entered into that certain Credit Agreement, dated as of April 20, 2007 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”);

B. In connection with the Credit Agreement, KAR HOLDINGS, INC., KAR HOLDINGS II, LLC, and certain of their Affiliates (other than the Additional Grantor) have entered into that certain Guarantee and Collateral Agreement, dated as of April 20, 2007 (as amended, supplemented or otherwise modified from time to time, the “Guarantee and Collateral Agreement”) in favor of the Administrative Agent for the benefit of the Secured Parties;

C. The Credit Agreement requires the Additional Grantor to become a party to the Guarantee and Collateral Agreement; and

D. The Additional Grantor has agreed to execute and deliver this Assumption Agreement in order to become a party to the Guarantee and Collateral Agreement.

NOW, THEREFORE, IT IS AGREED:

1. Guarantee and Collateral Agreement. By executing and delivering this Assumption Agreement, the Additional Grantor, as provided in Section 8.14 of the Guarantee and Collateral Agreement, hereby becomes a party to the Guarantee and Collateral Agreement as a Grantor thereunder with the same force and effect as if originally named therein as a Grantor and, without limiting the generality of the foregoing, hereby expressly guarantees the Borrower Obligations (as defined in the Guarantee and Collateral Agreement) as set forth in Section 2 thereof, grants the Administrative Agent, for the benefit of the Secured Parties, a security interest in its property as set forth in Section 3 thereof, and assumes all other obligations and liabilities of a Grantor set forth therein. The information set forth in Annex 1-A hereto is hereby added to the information set forth in Schedules [            ]* to the Guarantee and Collateral Agreement. The Additional Grantor hereby represents and warrants that each of the representations and warranties contained in Section 4 of the Guarantee and Collateral Agreement, as they relate to such Additional Grantor, is true and correct in all material respects on and as the date hereof (after giving effect to this Assumption Agreement) as if made on and as of such date.

* Refer to each Schedule which needs to be supplemented.

2. GOVERNING LAW. THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. THE PROVISIONS OF SECTIONS 8.1, 8.3, 8.4, 8.5, 8.7, 8.8, 8.9, 8.10, 8.12, 8.13 AND 8.16 OF THE GUARANTEE AND COLLATERAL AGREEMENT SHALL APPLY WITH LIKE EFFECT TO THIS ASSUMPTION AGREEMENT, AS FULLY AS IF SET FORTH AT LENGTH HEREIN.

IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly executed and delivered as of the date first above written.

[ADDITIONAL GRANTOR]
By:
	Name: Title:

Annex II

to

Guarantee and Collateral Agreement

ACKNOWLEDGEMENT AND CONSENT

The undersigned hereby acknowledges receipt of a copy of the Guarantee and Collateral Agreement dated as of [                    , 20     ] (the “Agreement”), made by the Grantors parties thereto for the benefit of Bear Stearns Corporate Lending Inc., as Administrative Agent. The undersigned agrees for the benefit of the Secured Parties as follows:

1. The undersigned will be bound by the terms of the Agreement and will comply with such terms insofar as such terms are applicable to the undersigned.

2. The undersigned will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 5.8(a) of the Agreement.

3. The terms of Sections 6.3(a) and 6.7 of the Agreement shall apply to it with respect to all actions that may be required of it pursuant to Section 6.3(a) or 6.7 of the Agreement.

[NAME OF ISSUER]

By

Title

Address for Notices:

Fax:

Annex III

to

Guarantee and Collateral Agreement

FORM OF INTELLECTUAL PROPERTY SECURITY AGREEMENT

[See attached.]

EXHIBIT B

FORM OF COMPLIANCE CERTIFICATE

This Compliance Certificate is delivered to you pursuant to Section 7.2(a) of the Credit Agreement, dated as of April 20, 2007 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among KAR Holdings, Inc., a Delaware corporation (the “Borrower”), KAR Holdings II, LLC, a Delaware limited liability company, the several banks, financial institutions and other entities from time to time parties to the Credit Agreement, Bear, Stearns & Co. Inc. and UBS Securities LLC, as joint lead arrangers, UBS Securities LLC, as syndication agent, Goldman Sachs Credit Partners L.P. and Deutsche Bank Securities Inc., as co-documentation agents, Bear, Stearns & Co. Inc., UBS Securities LLC and Goldman Sachs Credit Partners L.P., as joint bookrunners and Bear Stearns Corporate Lending Inc., as administrative agent. Terms defined in the Credit Agreement and not otherwise defined herein are used herein with the meanings so defined. The undersigned, in his capacity as an officer of the Borrower, and not in his individual capacity, certifies as follows:

1. I am the duly elected, qualified and acting Chief Financial Officer of the Borrower.

2. I have reviewed and am familiar with the contents of this Compliance Certificate.

3. I have reviewed the terms of the Credit Agreement and the other Loan Documents and have made or caused to be made under my supervision, a review in reasonable detail of the transactions and condition of the Borrower during the accounting period covered by the financial statements attached hereto as Attachment 1 (the “Financial Statements”). Such review did not disclose the existence during or at the end of the accounting period covered by the Financial Statements, and I have no knowledge of the existence, as of the date of this Compliance Certificate, of any condition or event which constitutes a Default or Event of Default [, except as set forth below].

4. Attached hereto as Attachment 2 are the computations showing compliance with the covenants set forth in Sections 8.1(a) and 8.7 of the Credit Agreement.

IN WITNESS WHEREOF, I execute this Certificate on behalf of the Borrower this 20^th day of April, 2007.

KAR HOLDINGS, INC.
By:
	Title:

Attachment 1 to Exhibit B

[FINANCIAL STATEMENTS]

Attachment 2 to Exhibit B

The information described herein is as of [                , 20        ],

and pertains to the period from [                    , 20        ] to [                    , 20        ].

1.	Consolidated Senior Secured Leverage Ratio (Section 8.1(a))
	The ratio of
	(i) Consolidated Total Debt as of such day (except the portion thereof consisting of the Unsecured Notes and any other Indebtedness not secured by a Lien on any Property of any Group Member)	$
	To
	(ii) Consolidated EBITDA for such period	$
	Ratio:
	(must not be greater than [see appropriate ratio in Section 8.1(a)])
2.	Capital Expenditures (Section 8.7)
	Total Capital Expenditures of the Borrower and its Subsidiaries from [            ] to [            ]:	$
	(must not be greater than [see aggregate amount in Section 8.7])1	$

¹ Note that (i) up to 100% of any amount permitted but not expended in any fiscal year may be carried over for expenditure in the next succeeding fiscal year (it being understood that no portion of such carried over amount for any fiscal year may be used until the entire initial amount of permitted Capital Expenditures for the current fiscal year has been used for Capital Expenditures), (ii) Capital Expenditures made with the proceeds of any Reinvestment Deferred Amount will not be subject to the foregoing restriction and (iii) Capital Expenditures made from and counted against Available Retained ECF will not be subject to the foregoing restriction if Available Retained ECF would be a positive number if Available Retained ECF is reduced by the amount of such Capital Expenditures.

CALCULATIONS

1.	CONSOLIDATED TOTAL DEBT	$
2.	CONSOLIDATED EBITDA	$

EXHIBIT C

FORM OF CLOSING CERTIFICATE OF THE GUARANTORS

Pursuant to subsection 6.1(e) of the Credit Agreement dated as of April 20, 2007 (the “Credit Agreement”; terms defined therein being used herein as therein defined), by and among KAR Holdings, Inc., a Delaware corporation (the “Borrower”), KAR Holdings II, LLC, a Delaware limited liability company (“Holdings”), the several banks, financial institutions and other entities from time to time parties to the Credit Agreement, Bear, Stearns & Co. Inc. and UBS Securities LLC, as joint lead arrangers, UBS Securities LLC, as syndication agent, Goldman Sachs Credit Partners L.P. and Deutsche Bank Securities Inc., as co-documentation agents, Bear, Stearns & Co. Inc., UBS Securities LLC and Goldman Sachs Credit Partners L.P., as joint bookrunners and Bear Stearns Corporate Lending Inc., as administrative agent (in such capacity, the “Administrative Agent”), the undersigned [INSERT TITLE OF OFFICER] of [INSERT NAME OF COMPANY] (the “Company”) in his capacity as such and not in his individual capacity, hereby certifies on behalf of the Company as follows:

                                 is the duly elected and qualified Secretary of the Company and the signature set forth for such officer below is such officer’s true and genuine signature.

IN WITNESS WHEREOF, the undersigned has hereunto set his name as of the date set forth below.

Name:

Title:

Date: [            ], 2007

THE UNDERSIGNED SECRETARY OF THE COMPANY CERTIFIES AS FOLLOWS:

1. There are no liquidation or dissolution proceedings pending or to my knowledge threatened against the Company, nor has any other event occurred adversely affecting or threatening the continued corporate existence of the Company.

2. Attached hereto as Annex 1 is a true and complete copy of resolutions duly adopted by the Board of Directors of the Company; such resolutions have not in any way been amended, modified, revoked or rescinded, have been in full force and effect since their adoption to and including the date hereof and are now in full force and effect.

3. Attached hereto as Annex 2 is a true and complete copy of the by-laws of the Company as in effect on the date hereof.

4. Attached hereto as Annex 3 is a true and complete copy of the Certificate of Incorporation of the Company as in effect on the date hereof, and such certificate has not been amended, repealed, modified or restated.

5. Attached hereto as Annex 4 is a certificate of good standing of the Company issued by the Secretary of State of the State of [            ], dated as of a recent date hereof.

6. The following persons are now duly elected and qualified officers of the Company holding the offices indicated next to their respective names below, and the signatures appearing opposite their respective names below are the true and genuine signatures of such officers, and each of such officers is duly authorized to execute and deliver on behalf of the Company each of the Loan Documents to which it is a party and any certificate or other document to be delivered by the Company pursuant to the Loan Documents to which it is a party:

Name Office Signature

IN WITNESS WHEREOF, the undersigned has hereunto set his name as of the date set forth below.

Name:

Title: Secretary

Date: [            ], 2007

Annex 1 to Closing Certificate

BOARD RESOLUTIONS

SEE ATTACHED.

Annex 2 to Closing Certificate

BY-LAWS

See attached.

Annex 3 to Closing Certificate

[ARTICLES][CERTIFICATE] OF INCORPORATION

See attached.

Annex 4 to Closing Certificate

CERTIFICATE OF GOOD STANDING

See attached.

EXHIBIT D

FORM OF

MORTGAGE

MORTGAGE, ASSIGNMENT OF LEASES AND RENTS,

SECURITY AGREEMENT AND FIXTURE FILING FOR COMMERCIAL PURPOSES

by

[                                                         ]

as Mortgagor

to

BEAR STEARNS CORPORATE LENDING INC.

as Mortgagee

Dated as of:                         , 2007

Property Address:

[                        ]

THIS INSTRUMENT WAS PREPARED BY AND

RECORD AND RETURN TO:

DARA DENBERG

LATHAM & WATKINS LLP

885 THIRD AVENUE, SUITE 1000

NEW YORK, NY 10022

TABLE OF CONTENTS

1. DEFINITIONS	1
2. WARRANTIES, REPRESENTATIONS AND COVENANTS	3
2.1 Title to Mortgaged Property and Lien of this Instrument	3
2.2 First Lien Status	3
2.3 Payment and Performance	3
2.4 Replacement of Fixtures and Personalty	3
2.5 Maintenance of Rights of Way, Easements and Licenses	3
2.6 Inspection	3
2.7 Other Covenants	3
2.8 Condemnation Awards and Insurance Proceeds.	3
2.9 Transfer or Encumbrance of the Mortgaged Property	4
3. DEFAULT AND FORECLOSURE	4
3.1 Remedies	4
3.2 Separate Sales	5
3.3 Remedies Cumulative, Concurrent and Nonexclusive	5
3.4 Release of and Resort to Collateral	5
3.5 Waiver of Redemption, Notice and Marshalling of Assets	5
3.6 Discontinuance of Proceedings	6
3.7 Application of Proceeds	6
3.8 Occupancy After Foreclosure	6
3.9 Protective Advances and Disbursements; Costs of Enforcement.	6
3.10 No Mortgagee in Possession	7
4. ASSIGNMENT OF RENTS AND LEASES	7
4.1 Assignment	7
4.2 No Obligation	7
4.3 Right to Apply Rents	7
4.4 No Merger of Estates	8
5. SECURITY AGREEMENT	8
5.1 Security Interest	8
5.2 Financing Statements	8
5.3 Fixture Filing	8
6. MISCELLANEOUS	8
6.1 Notices	8
6.2 Covenants Running with the Land	8
6.3 Attorney-in-Fact	8
6.4 Successors and Assigns	9
6.5 No Waiver	9
6.6 Subrogation	9
6.7 Credit Agreement	9
6.8 Release	9
6.9 Waiver of Stay, Moratorium and Similar Rights	9

i

6.10 Obligations of Mortgagor, Joint and Several	9
6.11 Governing Law	10
6.12 Headings	10
6.13 Entire Agreement	10

Exhibit A: legal description

INDEX OF DEFINED TERMS

Covenants	1
Credit Agreement	1
Fixtures	1
Hedging Agreements	1
Improvements	1
Land	1
Leases	2
Loan Documents	1
Mortgage	1
Mortgaged Property	1

Mortgagee	1
Mortgagor	1
Obligations	2
Permitted Liens	2
Personalty	2
Plans	2
Property Agreements	2
Rents	2
UCC	3

ii

MORTGAGE, ASSIGNMENT OF LEASES AND RENTS,

SECURITY AGREEMENT AND FIXTURE FILING FOR COMMERCIAL

PURPOSES

This Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing for Commercial Purposes (this “Mortgage”) is executed as of                             , 2007, by and from [                            ], a                              (“Mortgagor”), whose address is                                         , to BEAR STEARNS CORPORATE LENDING, INC., (“Mortgagee”), a Delaware corporation, as Administrative Agent for the Lenders under the Credit Agreement more fully described below, whose address is 383 Madison Avenue, New York, New York 10179.

SECTION 9. DEFINITIONS

Capitalized terms used herein but not otherwise defined shall have the meanings set forth for such terms in the Credit Agreement. As used herein, the following terms shall have the following meanings:

“Covenants”: All of the agreements, covenants, conditions, warranties, representations and other obligations made or undertaken by Mortgagor or any other person or entity to Mortgagee or others, as set forth in the Loan Documents.

“Loan Documents”: The (1) Credit Agreement dated as of                                 , 2007 among KAR Holdings II, LLC, as Holdings, and KAR Holdings, Inc., as borrower; the Lenders from time to time party thereto; Bear, Stearns & Co. Inc. and UBS Securities LLC, as joint lead arrangers; Bear, Stearns & Co. Inc, UBS Securities LLC and Goldman Sachs Credit Partners L.P., as joint bookrunners; UBS Securities LLC., as syndication agent; Goldman Sachs Credit Partners L.P. and Deutsche Bank Securities Inc., as co-documentation agents; and Bear Stearns Corporate Lending Inc., as administrative agent (the “Credit Agreement”), (2) the Security Documents, and the Notes, each as defined in the Credit Agreement, (3) this Mortgage, (4) all other documents now or hereafter executed by Mortgagor or any other person or entity to evidence or secure the payment and performance of the Obligations, (5) all modifications, restatements, consolidations, extensions, renewals and replacements of any of the foregoing, and (6) any Specified Hedge Agreement (the “Hedging Agreements”).

“Mortgaged Property”: All of Mortgagor’s right, title and interest in or to (1) the real property described in Exhibit A, together with any greater estate therein as hereafter may be acquired by Mortgagor (the “Land”), (2) buildings, structures and other improvements, now or at any time situated, placed or constructed upon the Land (the “Improvements”), (3) fixtures, materials, supplies, equipment, apparatus and other items of personal property now owned or hereafter acquired by Mortgagor and now or hereafter attached to, installed in or used in connection with any of the Improvements or the Land, and all water, gas, electrical, storm and sanitary sewer facilities and all other utilities whether or not situated in easements (the “Fixtures”), (4) all goods, instruments, documents, chattel paper and all other personal property of any kind or character, including such items of personal property as defined in the UCC, now owned or hereafter acquired by Mortgagor and now or hereafter affixed to, placed upon, used in connection with, arising from or otherwise related to the Land and Improvements or that may be used in or relating to the planning, development, financing or operation of the Mortgaged Property, including,

without limitation, furniture, furnishings, equipment, machinery, money, insurance proceeds, accounts, contract rights, goodwill, chattel paper, documents, property licenses and/or franchise agreements, rights of Mortgagor under leases of Fixtures or other personal property or equipment, inventory, all refundable, returnable or reimbursable fees, deposits or other funds or evidences of credit or indebtedness deposited by or on behalf of Mortgagor with any governmental authorities, boards, corporations, providers of utility services, public or private, including specifically, but without limitation, all refundable, returnable or reimbursable tap fees, utility deposits, commitment fees and development costs, but, in each case, only to the extent assignable (collectively, the “Personalty”), (5) reserves, escrows or impounds required under the Credit Agreement and all deposit accounts maintained by Mortgagor with respect to the Mortgaged Property, (6) plans, specifications, shop drawings and other technical descriptions prepared for construction, repair or alteration of the Improvements, and all amendments and modifications thereof (the “Plans”), (7) all leases, subleases, licenses, concessions, occupancy agreements or other agreements (written or oral, now or at any time in effect) which grant a possessory interest in, or the right to use, all or any part of the Mortgaged Property (the “Leases”), together with all related security and other deposits, (8) all of the rents, revenues, income, proceeds, profits, security and other types of deposits, and other benefits paid or payable by parties to the Leases other than Mortgagor for using, leasing, licensing, possessing, operating from, residing in, selling or otherwise enjoying the Mortgaged Property (the “Rents”), (9) to the extent assignable, all other agreements, such as construction contracts, architects’ agreements, engineers’ contracts, utility contracts, maintenance agreements, management agreements, service contracts, permits, licenses, certificates and entitlements in any way relating to the development, construction, use, occupancy, operation, maintenance, enjoyment, acquisition or ownership of the Mortgaged Property (the “Property Agreements”), (10) all rights, privileges, tenements, hereditaments, rights-of-way, easements, appendages and appurtenances appertaining to the foregoing, and all right, title and interest, if any, of Mortgagor in and to any streets, ways, alleys, strips or gores of land adjoining the Land or any part thereof, (11) accessions, replacements and substitutions for any of the foregoing and all proceeds thereof, (12) insurance policies, unearned premiums therefor and proceeds from such policies covering any of the above property now or hereafter acquired by Mortgagor, (13) all mineral, water, oil and gas rights now or hereafter acquired and relating to all or any part of the Mortgaged Property and (14) any awards, remunerations, reimbursements, settlements or compensation heretofore made or hereafter to be made by any governmental authority pertaining to the Land, Improvements, Fixtures or Personalty. As used in this Mortgage, the term “Mortgaged Property” shall mean all or, where the context permits or requires, any portion of the above or any interest therein.

“Obligations”: As defined in the Credit Agreement, as well as all obligations arising under the Guarantee and Collateral Agreement (as defined in the Credit Agreement) and including, without limitation, any Incremental Term Loan (as defined in the Credit Agreement) all other indebtedness, obligations and liabilities now or hereafter existing of any kind of Mortgagor to Mortgagee under documents that recite that they are intended to be secured by this Mortgage.

“Permitted Liens”: The outstanding liens, easements, restrictions, security interests and other exceptions to title set forth in the policy of title insurance insuring the lien of this Mortgage issued on the date hereof, together with the liens and security interests in favor of Mortgagee created or permitted by the Loan Documents and/or Section 8.3 of the Credit Agreement.

“UCC”: The Uniform Commercial Code of the State of New York or, if the creation, perfection and enforcement of any security interest herein granted is governed by the laws of a state other than New York, then, as to the matter in question, the Uniform Commercial Code in effect in that state.

GRANT. To secure the full and timely payment and performance of the Obligations, Mortgagor MORTGAGES, GRANTS, BARGAINS, SELLS, TRANSFERS, ASSIGNS and

2

HYPOTHECATES and CONVEYS the Mortgaged Property to Mortgagee, subject, however, to the Permitted Liens. The maturity date of the secured debt is                                 , 2013.

SECTION 10. WARRANTIES, REPRESENTATIONS AND COVENANTS. Mortgagor warrants, represents and covenants to Mortgagee as follows:

10.1. Title to Mortgaged Property and Lien of this Instrument. Mortgagor owns the Mortgaged Property free and clear of any liens, claims or interests, except the Permitted Liens. This Mortgage creates a valid, enforceable first priority lien and security interest against the Mortgaged Property, except for the Permitted Liens.

10.2. First Lien Status. Mortgagor shall preserve and protect the first lien and security interest status of this Mortgage and the other Loan Documents. If any lien or security interest other than a Permitted Lien is asserted against the Mortgaged Property, Mortgagor shall promptly, and at its expense, (a) give Mortgagee a detailed written notice of such lien or security interest (including origin, amount and other terms), and (b) pay the underlying claim in full or take such other action so as to cause it to be released or contest the same in compliance with the requirements of the Credit Agreement (including the requirement of providing a bond or other security satisfactory to Mortgagee to the extent required by the Credit Agreement).

10.3. Payment and Performance. Mortgagor shall pay and perform the Obligations when due under the Loan Documents to which it is a party and shall perform the Covenants under the Loan Documents to which it is a party in full when they are required to be performed.

10.4. Replacement of Fixtures and Personalty. Except as permitted by the Credit Agreement, Mortgagor shall not, without the prior written consent of Mortgagee, not to be unreasonably withheld, permit any of the Fixtures or Personalty to be removed at any time from the Land or Improvements, unless the removed item is removed temporarily for maintenance and repair or, if removed permanently, is immaterial or is obsolete.

10.5. Maintenance of Rights of Way, Easements and Licenses. Mortgagor shall maintain all rights of way, easements, grants, privileges, licenses, certificates, permits, entitlements and franchises necessary for the use of the Mortgaged Property and will not, without the prior consent of Mortgagee, not to be unreasonably withheld or delayed, consent to any public restriction (including any zoning ordinance) or private restriction as to the use of the Mortgaged Property which restriction is reasonably likely to materially and adversely effect the current use of the Mortgaged Property. Mortgagor shall comply in all material respects with all restrictive covenants affecting the Mortgaged Property, and all zoning ordinances and other public or private restrictions as to the use of the Mortgaged Property.

10.6. Inspection. Mortgagor shall permit Mortgagee, and Mortgagee’s respective agents, representatives and employees, to inspect the Mortgaged Property to the extent permitted in Section 7.6 of the Credit Agreement.

10.7. Other Covenants. All property-related covenants in the Credit Agreement are incorporated as though Mortgagor were the “Borrower” thereunder.

10.8. Condemnation Awards and Insurance Proceeds.

3

(a) Condemnation Awards. Mortgagor assigns all awards and compensation for any condemnation or other taking, or any purchase in lieu thereof, to Mortgagee and authorizes Mortgagee to collect and receive such awards and compensation and to give proper receipts and acquaintances therefor, subject to the terms of the Credit Agreement.

(b) Insurance Proceeds. Mortgagor assigns to Mortgagee all proceeds of any insurance policies insuring against loss or damage to the Mortgaged Property, subject to the terms of the Credit Agreement. Mortgagor authorizes and directs the issuer of each of such insurance policies to make payment for all such losses to Mortgagee, to be released by Mortgagee or applied in accordance with the terms of the Credit Agreement.

Notwithstanding the foregoing, Mortgagee shall make available to Mortgagor the foregoing awards, compensation and proceeds of condemnation and insurance, for the purpose of restoration and rebuilding the Mortgaged Property, to the same extent that Mortgagor or the borrowers would be entitled to retain Net Cash Proceeds in connection with a Recovery Event (as both of those terms are defined in the Credit Agreement), under the terms of the Credit Agreement.

10.9. Transfer or Encumbrance of the Mortgaged Property. Mortgagor shall not, except as and to the extent permitted in the Credit Agreement, sell, convey, alienate, mortgage, encumber, pledge or otherwise transfer the Mortgaged Property or any part thereof, or permit the Mortgaged Property or any part thereof to be sold, conveyed, alienated, mortgaged, encumbered, pledged or otherwise transferred.

SECTION 11. DEFAULT AND FORECLOSURE

11.1. Remedies. During the occurrence and continuance of an Event of Default (as defined in the Credit Agreement), Mortgagee may, at Mortgagee’s election and by or through Mortgagee or otherwise, exercise any or all of the following rights, remedies and recourses:

(a) Acceleration. To the extent permitted by the Credit Agreement, declare the Obligations to be immediately due and payable, without further notice, presentment, protest, notice of intent to accelerate, notice of acceleration, demand or action of any nature whatsoever (each of which hereby is expressly waived by Mortgagor), whereupon the same shall become immediately due and payable.

(b) Entry on Mortgaged Property. To the extent permitted by the Credit Agreement, enter the Mortgaged Property and take exclusive possession thereof and of all books, records and accounts relating thereto. If Mortgagor remains in possession of the Mortgaged Property after an Event of Default and without Mortgagee’s prior written consent, Mortgagee may invoke any legal remedies to dispossess Mortgagor.

(c) Operation of Mortgaged Property. Hold, lease, develop, manage, operate or otherwise use the Mortgaged Property upon such terms and conditions as Mortgagee may deem reasonable under the circumstances (making such repairs, alterations, additions and improvements and taking other actions, from time to time, as Mortgagee deems necessary or desirable), and apply all Rents and other amounts collected by Mortgagee in connection therewith in accordance with the provisions of the Credit Agreement.

(d) Foreclosure and Sale. Institute proceedings for the complete judicial or, to the extent permitted by applicable law, non-judicial foreclosure of this Mortgage, in which case the Mortgaged Property may be sold for cash or credit in one or more parcels. With respect to any notices required or

4

permitted under the UCC, Mortgagor agrees that ten (10) days prior written notice shall be deemed commercially reasonable. At any such sale by virtue of any judicial proceedings or any other legal right, remedy or recourse, the title to and right of possession of any such property shall pass to the purchaser thereof, and to the fullest extent permitted by law, Mortgagor shall be completely and irrevocably divested of all of its right, title, interest, claim and demand whatsoever, either at law or in equity, in and to the property sold and such sale shall be a perpetual bar both at law and in equity against Mortgagor, and against all other persons claiming or to claim the property sold or any part thereof, by, through or under Mortgagor. Mortgagee may be a purchaser at such sale and if Mortgagee is the highest bidder, may credit the portion of the purchase price that would be distributed to Mortgagee against the Obligations in lieu of paying cash.

(e) Receiver. Make application to a court of competent jurisdiction for, and obtain from such court as a matter of strict right and without notice to Mortgagor or regard to the adequacy of the Mortgaged Property for the repayment of the Obligations, the appointment of a receiver of the Mortgaged Property, and Mortgagor irrevocably consents to such appointment. Any such receiver shall have all the usual powers and duties of receivers in similar cases, including the full power to rent, maintain and otherwise operate the Mortgaged Property upon such terms as may be approved by the court, and shall apply such Rents in accordance with the provisions of the Credit Agreement.

(f) Other. Exercise all other rights, remedies and recourses granted under the Loan Documents or otherwise available at law or in equity and under the UCC (including an action for specific performance of any covenant contained in the Loan Documents, or a judgment on the Notes either before, during or after any proceeding to enforce this Mortgage).

11.2. Separate Sales. During the occurrence and continuance of an Event of Default, Mortgagee may sell the Mortgaged Property in one or more parcels and in such manner and order as Mortgagee in its sole discretion may elect; the right of sale arising out of any Event of Default shall not be exhausted by any one or more sales.

11.3. Remedies Cumulative, Concurrent and Nonexclusive. Mortgagee shall have all rights, remedies and recourses granted in the Loan Documents and available at law or equity (including the UCC), which rights (a) shall be cumulative and concurrent, (b) may be pursued separately, successively or concurrently against Mortgagor or others obligated under the Notes and the other Loan Documents, or against the Mortgaged Property, or against any one or more of them, at the sole discretion of Mortgagee, (c) may be exercised as often as occasion therefor shall arise, and the exercise or failure to exercise any of them shall not be construed as a waiver or release thereof or of any other right, remedy or recourse, and (d) are intended to be, and shall be, nonexclusive. No action by Mortgagee in the enforcement of any rights, remedies or recourses under the Loan Documents or otherwise at law or equity shall be deemed to cure any Event of Default.

11.4. Release of and Resort to Collateral. Mortgagee may release, regardless of consideration and without the necessity for any notice to or consent by the holder of any subordinate lien on the Mortgaged Property, any part of the Mortgaged Property without, as to the remainder, in any way impairing, affecting, subordinating or releasing the lien or security interests created in or evidenced by the Loan Documents or their stature as a first and prior lien and security interest in and to the remaining Mortgaged Property. For payment of the Obligations, Mortgagee may resort to any other security in such order and manner as Mortgagee may elect.

11.5. Waiver of Redemption, Notice and Marshalling of Assets. To the fullest extent permitted by law, Mortgagor hereby irrevocably and unconditionally waives and releases (a) all benefit that might accrue to Mortgagor by virtue of any present or future statute of limitations or law or judicial decision exempting

5

the Mortgaged Property from attachment, levy or sale on execution or providing for any appraisement, valuation, stay of execution, exemption from civil process, redemption or extension of time for payment, (b) all notices of any Event of Default or of Mortgagee’s election to exercise or its actual exercise of any right, remedy or recourse provided for under the Loan Documents, and (c) any right to a marshalling of assets or a sale in inverse order of alienation.

11.6. Discontinuance of Proceedings. If Mortgagee shall have proceeded to invoke any right, remedy or recourse permitted under the Loan Documents and shall thereafter elect to discontinue or abandon it for any reason, Mortgagee shall have the unqualified right to do so and, in such an event, Mortgagor and Mortgagee shall be restored to their former positions with respect to the Obligations, the Loan Documents, the Mortgaged Property and otherwise, and the rights, remedies, recourses and powers of Mortgagee shall continue as if the right, remedy or recourse had never been invoked, but no such discontinuance or abandonment shall waive any Event of Default that may then exist or the right of Mortgagee thereafter to exercise any right, remedy or recourse under the Loan Documents for such Event of Default.

11.7. Application of Proceeds. The proceeds of any sale of, and the Rents and other amounts generated by the holding, leasing, management, operation or other use of the Mortgaged Property, shall be applied by Mortgagee (or the receiver, if one is appointed) in the following order unless otherwise required by the Credit Agreement or applicable law:

(a) to the payment of the costs and expenses actually incurred by Mortgagee in taking possession of the Mortgaged Property and of holding, using, leasing, repairing, improving and selling the same, including, without limitation: (1) Mortgagee’s and receiver’s reasonable fees and expenses, (2) court costs, (3) reasonable attorneys’ and accountants’ fees and expenses, (4) costs of advertisement, and (5) the payment of all ground rent, real estate taxes and assessments, except any taxes, assessments or other charges subject to which the Mortgaged Property shall have been sold;

(b) to the payment of all amounts (including interest), other than the unpaid principal balance of the Note and accrued but unpaid interest, which may be due to Mortgagee under the Loan Documents;

(c) to the payment of the Obligations and performance of the Covenants under the Loan Documents in such manner and order of preference as Mortgagee in its sole discretion may determine; and

(d) the balance, if any, to the payment of the persons legally entitled thereto.

11.8. Occupancy After Foreclosure. The purchaser at any foreclosure sale pursuant to Section 4.1.4 shall become the legal owner of the Mortgaged Property. All occupants of the Mortgaged Property shall, at the option of such purchaser, become tenants of the purchaser at the foreclosure sale and shall deliver possession thereof immediately to the purchaser upon demand. It shall not be necessary for the purchaser at said sale to bring any action for possession of the Mortgaged Property other than the statutory action of forcible detainer in any justice court having jurisdiction over the Mortgaged Property.

11.9. Protective Advances and Disbursements; Costs of Enforcement.

(a) If any Event of Default exists, Mortgagee shall have the right, but not the obligation, to cure such Event of Default in the name and on behalf of Mortgagor. All sums advanced and expenses incurred at any time by Mortgagee under this Section, or otherwise under this Mortgage or any of the other Loan Documents or applicable law, shall bear interest from the date that such sum is advanced or expense incurred, to and including the date of reimbursement, computed at the interest rate applicable to

6

overdue Reimbursement Obligations under Section 4.5(c) of the Credit Agreement, and all such sums, together with interest thereon, shall be secured by this Mortgage.

(b) Mortgagor shall pay all expenses (including reasonable attorneys’ fees and expenses) of or incidental to the perfection and enforcement of this Mortgage and the other Loan Documents, or the enforcement, compromise or settlement of the Obligations or any claim under this Mortgage and the other Loan Documents, and for the curing thereof, or for defending or asserting the rights and claims of Mortgagee in respect thereof, by litigation or otherwise.

11.10. No Mortgagee in Possession. Neither the enforcement of any of the remedies under this Article, the assignment of the Rents and Leases under Article 5, the security interests under Article 6, nor any other remedies afforded to Mortgagee under the Loan Documents, at law or in equity shall cause Mortgagee to be deemed or construed to be a mortgagee in possession of the Mortgaged Property, to obligate Mortgagee to lease the Mortgaged Property or attempt to do so, or to take any action, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any of the Leases or otherwise.

SECTION 12. ASSIGNMENT OF RENTS AND LEASES

12.1. Assignment. Mortgagor hereby grants to Mortgagee a present, absolute assignment of the Leases and Rents. While any Event of Default exists and is continuing, to the extent permitted by applicable law and subject to the terms of the Credit Agreement, Mortgagee shall be entitled to (a) notify any person that the Leases have been assigned to Mortgagee and that all Rents are to be paid directly to Mortgagee, whether or not Mortgagee has commenced or completed foreclosure or taken possession of the Mortgaged Property; (b) settle, compromise, release, extend the time of payment of, and make allowances, adjustments and discounts of any Rents or other obligations under the Leases; (c) enforce payment of Rents and other rights under the Leases, prosecute any action or proceeding, and defend against any claim with respect to Rents and Leases; (d) enter upon, take possession of and operate the Mortgaged Property; (e) lease all or any part of the Mortgaged Property; and/or (f) perform any and all obligations of Mortgagor under the Leases and exercise any and all rights of Mortgagor therein contained to the full extent of Mortgagor’s rights and obligations thereunder, with or without the bringing of any action or the appointment of a receiver.

12.2. No Obligation. Notwithstanding Mortgagee’s rights hereunder, Mortgagee shall not be obligated to perform, and Mortgagee does not undertake to perform, any obligation, duty or liability with respect to the Leases or Rents on account of this Mortgage. Mortgagee shall have no responsibility on account of this Mortgage for the control, care, maintenance or repair of the Mortgaged Property, for any waste committed on the Mortgaged Property, for any dangerous or defective condition of the Mortgaged Property, or for any negligence in the management, upkeep, repair or control of the Mortgaged Property except to the extent any of the foregoing are caused by Mortgagee or its agents.

12.3. Right to Apply Rents. Subject to the terms of the Credit Agreement, Mortgagee shall have the right, but not the obligation, to use and apply any Rents received hereunder in such order and such manner as Mortgagee may determine, including, without limitation, for: (a) the payment of costs and expenses of enforcing or defending the terms of this Mortgage or the rights of Mortgagee hereunder, and collecting any Rents and (b) the payment of costs and expenses of the operation and maintenance of the Mortgaged Property.

7

12.4. No Merger of Estates. So long as any part of the Obligations and Covenants secured hereby remain unpaid and undischarged, the fee and leasehold estates to the Mortgaged Property shall not merge, but shall remain separate and distinct, notwithstanding the union of such estates either in Mortgagor, Mortgagee, any lessee or any third party by purchase or otherwise.

SECTION 13. SECURITY AGREEMENT

13.1. Security Interest. This Mortgage constitutes a “Security Agreement” on personal property within the meaning of the UCC and other applicable law and with respect to the Personalty, Fixtures, Plans, Leases, Rents and Property Agreements. To this end, Mortgagor grants to Mortgagee a first and prior security interest in the Personalty, Fixtures, Plans, Leases, Rents and Property Agreements and all other Mortgaged Property that is personal property to secure the payment of the Obligations and performance of the Covenants under the Loan Documents (subject to the Permitted Liens) and agrees that Mortgagee shall have all the rights and remedies of a secured party under the UCC with respect to such property. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Personalty, Fixtures, Plans, Leases, Rents and Property Agreement sent to Mortgagor at least ten days prior to any action under the UCC shall constitute reasonable notice to Mortgagor.

13.2. Financing Statements. Mortgagor shall execute and deliver to Mortgagee, in form and substance satisfactory to Mortgagee, such financing statements and such further assurances as Mortgagee may, from time to time, reasonably consider necessary to create, perfect and preserve Mortgagee’s security interest hereunder and Mortgagee may cause such statements and assurances to be recorded and filed, at such times and places as may be required or permitted by law to so create, perfect and preserve such security interest.

13.3. Fixture Filing. This Mortgage shall also constitute a “fixture filing” for the purposes of the UCC against all of the Mortgaged Property that is or is to become fixtures. Information concerning the security interest herein granted may be obtained at the addresses of Debtor (Mortgagor) and Secured Party (Mortgagee) as set forth in the first paragraph of this Mortgage.

SECTION 14. MISCELLANEOUS

14.1. Notices. Any notice required or permitted to be given under this Mortgage shall be given in accordance with Section 11.2 of the Credit Agreement.

14.2. Covenants Running with the Land. All Obligations contained in this Mortgage are intended by Mortgagor and Mortgagee to be, and shall be construed as, covenants running with the Mortgaged Property. As used herein, “Mortgagor” shall refer to the party named in the first paragraph of this Mortgage and to any subsequent owner of all or any portion of the Mortgaged Property (without in any way implying that Mortgagee has or will consent to any such conveyance or transfer of the Mortgaged Property). All persons or entities who may have or acquire an interest in the Mortgaged Property shall be deemed to have notice of, and be bound by, the terms of the Credit Agreement and the other Loan Documents; however, no such party shall be entitled to any rights thereunder without the prior written consent of Mortgagee.

14.3. Attorney-in-Fact. Mortgagor hereby irrevocably appoints Mortgagee and its successors and assigns, as its attorney-in-fact, which agency is coupled with an interest, (a) to execute and/or record any

8

notices of completion, cessation of labor or any other notices that Mortgagee deems appropriate to protect Mortgagee’s interest, if Mortgagor shall fail to do so within ten (10) days after written request by Mortgagee, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Personalty, Fixtures, Plans and Property Agreements in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare, execute and file or record financing statements, continuation statements and applications for registration necessary to create, perfect or preserve Mortgagee’s security interests and rights in or to any of the Mortgaged Property, and (d) while any Event of Default exists and is continuing, to perform any obligation of Mortgagor hereunder; however: (1) Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor; (2) any sums advanced by Mortgagee in such performance shall be added to and included in the Obligations and shall bear interest at the interest rate applicable to overdue Reimbursement Obligations under Section 4.5(c) of the Credit Agreement; (3) Mortgagee as such attorney-in-fact shall only be accountable for such funds as are actually received by Mortgagee; and (4) Mortgagee shall not be liable to Mortgagor or any other person or entity for any failure to take any action that it is empowered to take under this Section.

14.4. Successors and Assigns. This Mortgage shall be binding upon and inure to the benefit of Mortgagee and Mortgagor and their respective successors and assigns. Mortgagor shall not, without the prior written consent of Mortgagee, assign any rights, duties or obligations hereunder.

14.5. No Waiver. Any failure by Mortgagee to insist upon strict performance of any of the terms, provisions or conditions of the Loan Documents shall not be deemed to be a waiver of same, and Mortgagee shall have the right at any time to insist upon strict performance of all of such terms, provisions and conditions.

14.6. Subrogation. To the extent proceeds of the Loan have been used to extinguish, extend or renew any indebtedness against the Mortgaged Property, then Mortgagee shall be subrogated to all of the rights, liens and interests existing against the Mortgaged Property and held by the holder of such indebtedness and such former rights, liens and interests, if any, are not waived, but are continued in full force and effect in favor of Mortgagee.

14.7. Credit Agreement. If any conflict or inconsistency exists between this Mortgage and the Credit Agreement, the Credit Agreement shall govern.

14.8. Release. Upon payment in full of the Obligations, the termination or expiration of all Commitments (as defined in the Credit Agreement), and provided that no Letter of Credit (as defined in the Credit Agreement) shall be outstanding, Mortgagee, at Mortgagor’s expense, shall release the liens and security interests created by this Mortgage or, at Mortgagor’s request (but at no cost to Mortgagee) assign this Mortgage to a Mortgagee designated by Mortgagor.

14.9. Waiver of Stay, Moratorium and Similar Rights. Mortgagor agrees, to the full extent that it may lawfully do so, that it will not at any time insist upon or plead or in any way take advantage of any appraisement, valuation, stay, marshalling of assets, extension, redemption or moratorium law now or hereafter in force and effect so as to prevent or hinder the enforcement of the provisions of this Mortgage or the indebtedness secured hereby, or any agreement between Mortgagor and Mortgagee or any rights or remedies of Mortgagee.

14.10. Obligations of Mortgagor, Joint and Several. If more than one person or entity has executed this Mortgage as “Mortgagor,” the obligations of all such persons or entities hereunder shall be joint and several.

9

14.11. Governing Law. This Mortgage shall be governed by the laws of the State in which the Land is located.

14.12. Headings. The Article, Section and Subsection titles hereof are inserted for convenience of reference only and shall in no way alter, modify or define, or be used in construing, the text of such Articles, Sections or Subsections.

14.13. Entire Agreement. This Mortgage and the other Loan Documents embody the entire agreement and understanding between Mortgagee and Mortgagor and supersede all prior agreements and understandings between such parties relating to the subject matter hereof and thereof. Accordingly, the Loan Documents may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties.

[INSERT STATE SPECIFIC PROVISIONS]

10

IN WITNESS WHEREOF, Mortgagor has executed this Mortgage as of the date first above written.

[                            ]

By:_____________________________

Name:___________________________

Title:____________________________

[STATE SPECIFIC NOTARY BLOCK]

EXHIBIT A

[Legal Description]

TO BE PROVIDED

EXHIBIT E

FORM OF

ASSIGNMENT AND ASSUMPTION

Reference is made to the Credit Agreement, dated as of April 20, 2007 (the “Credit Agreement”), by and among KAR Holdings, Inc., a Delaware corporation (the “Borrower”), KAR Holdings II, LLC, a Delaware limited liability company, the several banks, financial institutions and other entities from time to time parties to the Credit Agreement, Bear, Stearns & Co. Inc. and UBS Securities LLC, as joint lead arrangers, UBS Securities LLC, as syndication agent, Goldman Sachs Credit Partners L.P. and Deutsche Bank Securities Inc., as co-documentation agents, Bear, Stearns & Co. Inc., UBS Securities LLC and Goldman Sachs Credit Partners L.P., as joint bookrunners and Bear Stearns Corporate Lending Inc., as administrative agent (in such capacity, the “Administrative Agent”). Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

1. The Assignor identified on Schedule l hereto (the “Assignor”) and the Assignee identified on Schedule l hereto (the “Assignee”) agree as follows:

2. The Assignor hereby irrevocably sells and assigns to the Assignee without recourse to the Assignor, and the Assignee hereby irrevocably purchases and assumes from the Assignor without recourse to the Assignor, as of the Effective Date (as defined below), the interest described in Schedule 1 hereto (the “Assigned Interest”) in and to the Assignor’s rights and obligations under the Credit Agreement and the other Loan Documents with respect to those credit facilities contained in the Credit Agreement as are set forth on Schedule 1 hereto (individually, an “Assigned Facility”; collectively, the “Assigned Facilities”), in a principal amount for each Assigned Facility as set forth on Schedule 1 hereto.

3. The Assignor (a) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or with respect to the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto, other than that the Assignor has not created any adverse claim upon the interest being assigned by it hereunder and that such interest is free and clear of any such adverse claim; (b) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower, any of its Subsidiaries or any other obligor or the performance or observance by the Borrower, any of its Subsidiaries or any other obligor of any of their respective obligations under the Credit Agreement or any other Loan Document or any other instrument or document furnished pursuant hereto or thereto; and (c) attaches any Notes held by it evidencing the Assigned Facilities and (i) requests that the Administrative Agent, upon request by the Assignee, exchange the attached Notes, if any, for a new Note or Notes payable to the Assignee and (ii) if the Assignor has retained any interest in the Assigned Facility, requests that the Administrative Agent exchange the attached Notes, if any, for a new Note or Notes payable to the Assignor, in each case in amounts which reflect the assignment being made hereby (and after giving effect to any other assignments which have become effective on the Effective Date).

4. The Assignee (a) represents and warrants that it is legally authorized to enter into this Assignment and Assumption; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Section 5.1 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption; (c) agrees that it will, independently and without reliance upon the Assignor,

the Agents or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Agents to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Agents by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender including, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to subsection 4.10(d) of the Credit Agreement.

5. The effective date of this Assignment and Assumption shall be the Effective Date of Assignment described in Schedule 1 hereto (the “Effective Date”). Following the execution of this Assignment and Assumption, it will be delivered to the Administrative Agent for acceptance by it and recording by the Administrative Agent pursuant to Section 11.6 of the Credit Agreement, effective as of the Effective Date (which shall not, unless otherwise agreed to by the Administrative Agent, be earlier than five Business Days after the date of such acceptance and recording by the Administrative Agent).

6. Upon such acceptance and recording, from and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to the Effective Date and to the Assignee for amounts which have accrued subsequent to the Effective Date.

7. From and after the Effective Date, (a) the Assignee shall be a party to the Credit Agreement and, to the extent provided in this Assignment and Assumption, have the rights and obligations of a Lender thereunder and under the other Loan Documents and shall be bound by the provisions thereof and (b) the Assignor shall, to the extent provided in this Assignment and Assumption, relinquish its rights and be released from its obligations under the Credit Agreement.

This Assignment and Assumption shall be governed by and construed in accordance with the laws of the State of New York.

IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Assumption to be executed as of the date first above written by their respective duly authorized officers below.

Consented To: KAR HOLDINGS, INC.
By:
	Name:
	Title:
BEAR STEARNS CORPORATE LENDING INC., as Administrative Agent
By:
	Name:
	Title:

SCHEDULE 1

TO ASSIGNMENT AND ASSUMPTION

Name of Assignor:                                                          

Name of Assignee:                                                          

Effective Date of Assignment:                                              

Credit         Facility Assigned	Principal         Amount Assigned
		Commitment Percentage Assigned1
	$	.                %

	[Name of Assignee]		[Name of Assignor]
By:		By:
Title:		Title:

¹ Calculate the Commitment Percentage that is assigned to at least 15 decimal places and show as a percentage of the aggregate commitments of all Lenders.

EXHIBIT F-1

FORM OF LEGAL OPINION OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP

April 20, 2007

To the parties listed on Schedule I hereto

Re: KAR Holdings, Inc. Credit Agreement

Ladies and Gentlemen:

We have acted as special counsel to KAR Holdings, Inc., a Delaware corporation (the “Borrower”), KAR Holdings II, LLC, a Delaware limited liability company (“Holdings”), and the subsidiaries of the Borrower listed on Schedule II hereto (the “Subsidiary Guarantors”) in connection with the preparation, execution and delivery of the Credit Agreement, dated as of the date hereof (the “Credit Agreement”), among Holdings, the Borrower, the several banks and other financial institutions or entities party thereto (the “Lenders”), Bear Stearns Corporate Lending Inc., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and the other agents party thereto, and certain other agreements, instruments and documents related to the Credit Agreement. This opinion is being delivered pursuant to Section 6.1(f) of the Credit Agreement.

In our examination we have assumed the genuineness of all signatures including endorsements, the legal capacity and competency of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photostatic copies, and the authenticity of the originals of such copies. As to any facts material to this opinion which we did not independently establish or verify, we have relied upon statements and representations of the Transaction Parties (as defined below), their respective officers and other representatives and of public officials, including the facts and conclusions set forth therein.

In rendering the opinions set forth herein, we have examined and relied on originals or copies of the following:

(a) the Credit Agreement;

(b) the Notes, if any, dated as of the date hereof;

(c) each of the Mortgages and Deeds of Trust described on Schedule V hereto, each dated as of the date hereof (the “Mortgages”);

(d) the Guarantee and Collateral Agreement, dated as of the date hereof (the “Guarantee and Collateral Agreement”) made by the Borrower, Holdings and the Subsidiary Guarantors (collectively, the “Group Members”) in favor of the Administrative Agent;

(e) the Intellectual Property and Security Agreement, dated as of the date hereof (the “Intellectual Property and Security Agreement”), between the Borrower, certain Group Members and the Administrative Agent;

(f) the certificate of Eric Loughmiller, Chief Financial Officer of the Borrower, dated the date hereof (the “Borrower Certificate”), a copy of which is attached as Exhibit A hereto;

(g) a copy of the Articles of Incorporation, Certificate of Incorporation, Certificate of Formation or other formation document, as applicable, of each Transaction Party, certified by the Secretary or Assistant Secretary of each Transaction Party, as applicable, as of the date hereof;

(h) a copy of the By-laws, Limited Liability Company Agreement, Partnership Agreement or other governing agreement, as applicable, of each Transaction Party, certified by the Secretary or Assistant Secretary of each Transaction Party, as applicable, as of the date hereof (together with the documents referenced in the preceding clause (g), the “Organizational Documents”;

(i) a copy of certain resolutions of the Board of Directors, Managing Member, Members, General Partner or Partners, as applicable of each Transaction Party, certified by the Secretary of each such Transaction Party as of the date hereof;

(j) certificates, dated as of a recent date hereof and a facsimile bringdown thereof, dated as of the date hereof from the Secretary of State of the State of Illinois as to each Illinois Transaction Party’s (as defined below) good standing in the State of Illinois (the “Illinois Certificates”);

(k) certificates, dated as of a recent date hereof, and a facsimile bringdown thereof, dated as of the date hereof from the Secretary of State of the State of Delaware as to each Delaware Transaction Party’s (as defined below) existence and good standing in the State of Delaware (the “Delaware Certificates”);

(l) certificates, dated as of a recent date hereof, and a facsimile bringdown thereof, dated as of the date hereof from the Secretary of State of the State of Texas as to each Texas Transaction Party’s (as defined below) existence in the State of Texas (the “Texas Certificates of Existence”);

(m) certificates dated as of a recent date hereof from the Texas Comptroller of Public Accounts as to each Texas Transaction Party’s good standing in the State of Texas (the “Certificates of Account Status” and, together with the Texas Certificates of Existence, the “Texas Certificates”)

2

(n) certificates, dated as of a recent date hereof, and a facsimile bringdown thereof, dated as of the date hereof from the Secretary of State of the State of New York as to each New York Transaction Party’s (as defined below) existence and good standing in the State of New York (the “New York Certificates”);

(o) certificates, dated as of a recent date hereof, and a facsimile bringdown thereof, dated as of the date hereof from the Secretary of the Commonwealth of Massachusetts as to each Massachusetts Transaction Party’s (as defined below) good standing in the Commonwealth of Massachusetts (the “Massachusetts Certificates”);

(p) certificates, dated as of a recent date hereof, and a facsimile bringdown thereof, dated as of the date hereof from the Secretary of State of the State of California as to each California Transaction Party’s (as defined below) existence and good standing in the State of California (the “California Certificates”, and, together with the Illinois Certificates, the Delaware Certificates, the Texas Certificates, the New York Certificates and the Massachusetts Certificates, the “Good Standing Certificates”);

(q) unfiled copies of each of the financing statements described on Schedule III hereto under the heading “Illinois”, which we understand will be filed in the office of the Secretary of State of Illinois (such filing office, the “Illinois Filing Office” and such financing statements, the “Illinois Financing Statements”);

(r) unfiled copies of each of the financing statements described on Schedule III hereto under the heading “Delaware”, which we understand will be filed in the office of the Secretary of State of Delaware (such filing office, the “Delaware Filing Office” and such financing statements, the “Delaware Financing Statements”);

(s) unfiled copies of each of the financing statements described on Schedule III hereto under the heading “Texas”, which we understand will be filed in the office of the Secretary of State of Texas (such filing office, the “Texas Filing Office” and such financing statements, the “Texas Financing Statements”);

(t) unfiled copies of the financing statement described on Schedule III hereto under the heading “New York”, which we understand will be filed in the office of the Secretary of State of New York (such filing office, the “New York Filing Office” and such financing statement, the “New York Financing Statement”);

(u) unfiled copies of the financing statement described on Schedule III hereto under the heading “Massachusetts”, which we understand will be filed in the office of the Secretary of the Commonwealth of Massachusetts (such filing office, the “Massachusetts Filing Office” and such financing statement, the “Massachusetts Financing Statement”);

3

(v) unfiled copies of each of the financing statement described on Schedule III hereto under the heading “California”, which we understand will be filed in the office of the Secretary of State of California (such filing office, the “California Filing Office” and such financing statements, the “California Financing Statements”, and, together with the Illinois Financing Statements, the Delaware Financing Statements, the Texas Financing Statements, the New York Financing Statement and the Massachusetts Financing Statement, the “Financing Statements”); and

(w) such other documents as we have deemed necessary or appropriate as a basis for the opinions set forth below.

We express no opinion as to the laws of any jurisdiction other than (i) the Applicable Laws of the State of New York, (ii) the Applicable Laws of the United States of America (including, without limitation, Regulations U and X of the Federal Reserve Board), (iii) the General Corporation Law of the State of Delaware and the Delaware Limited Liability Company Act (collectively, the “DGCL”), (iv) the Limited Liability Company Law of the State of New York (the “NYLLCL”), (v) the Beverly Killea Limited Liability Company Act of the State of California (the “CLLCA”), (vi) the Business Corporation Act of 1983 of the State of Illinois (the “ILBCA”), (vii) the Texas Business Corporation Act ( the “TBCA”) and the Texas Business Organizations Code (the “TBOC”), (viii) the Limited Liability Company Act of the Commonwealth of Massachusetts (the “MLLCA”) and (ix) for purposes of the opinions in paragraphs 8 through 12, solely the UCC (as hereinafter defined).

Capitalized terms used herein and not otherwise defined herein shall have the same meanings herein as ascribed thereto in the Credit Agreement. The Credit Agreement, the Notes, the Guarantee and Collateral Agreement and the Intellectual Property and Security Agreement shall hereinafter be referred to collectively as the “Transaction Agreements.” The Guarantee and Collateral Agreement and the Intellectual Property and Security Agreement shall hereinafter be referred to collectively as the “Security Agreements.” “Applicable Contracts” mean those agreements or instruments set forth on Schedule VI hereto. “Applicable Laws” shall mean those laws, rules and regulations which, in our experience, are normally applicable to transactions of the type contemplated by the Transaction Agreements, without our having made any special investigation as to the applicability of any specific law, rule or regulation, and which are not the subject of a specific opinion herein referring expressly to a particular law or laws. “Governmental Approval” means any consent, approval, license, authorization or validation of, or filing, recording or registration with, any governmental authority pursuant to the Applicable Laws of the State of New York or the Applicable Laws of the United States of America. “Applicable Orders” means those orders or decrees of governmental authorities identified on Schedule I to the Borrower’s Certificate. “New York UCC” means the Uniform Commercial Code as in effect on the date hereof in the State of New York (without regard to laws referenced in Section 9-201 thereof). “Illinois UCC” means the Uniform Commercial Code as in effect on the date hereof in the State of Illinois (without regard to laws referenced in Section 9-201 thereof). “Delaware UCC” means the Uniform Commercial Code as in effect on the date hereof in the State of Delaware (without regard to laws referenced in Section 9-201 thereof).

4

“California UCC” means the Uniform Commercial Code as in effect on the date hereof in the State of California (without regard to laws referenced in Section 9201 thereof). “Texas UCC” means the Uniform Commercial Code as in effect on the date hereof in the State of Texas (without regard to laws referenced in Section 9.201 thereof). “Massachusetts UCC” means the Uniform Commercial Code as in effect on the date hereof in the Commonwealth of Massachusetts (without regard to laws referenced in Section 9-201 thereof). “UCC” means the New York UCC, Illinois UCC, the Delaware UCC, the California UCC, the Texas UCC and the Massachusetts UCC, as applicable. “UCC Collateral” means the Collateral (as such term is defined in the Guarantee and Collateral Agreement), to the extent the New York UCC governs a security interest in such collateral. Holdings, the Borrower and the Subsidiary Guarantors whose jurisdiction of organization is listed as Delaware on Schedule II hereto shall hereinafter be referred to collectively as the “Delaware Transaction Parties” and individually as a “Delaware Transaction Party”. The Subsidiary Guarantors whose jurisdiction of organization is listed as Illinois on Schedule II hereto shall hereinafter be referred to collectively as the “Illinois Transaction Parties” and individually as an “Illinois Transaction Party”. The Subsidiary Guarantor whose jurisdiction of organization is listed as New York on Schedule II hereto shall hereinafter be referred to as a “New York Transaction Party”. The Subsidiary Guarantors whose jurisdiction of organization is listed as California on Schedule II hereto shall hereinafter be referred to collectively as the “California Transaction Parties” and individually as a “California Transaction Party”. The Subsidiary Guarantors whose jurisdiction of organization is listed as Texas on Schedule II hereto shall hereinafter be referred to collectively as the “Texas Transaction Parties” and individually as a “Texas Transaction Party”. The Subsidiary Guarantor whose jurisdiction of organization is listed as Massachusetts on Schedule II hereto shall hereinafter be referred to as a “Massachusetts Transaction Party”. The Delaware Transaction Parties, the Illinois Transaction Parties, the New York Transaction Party, the California Transaction Parties, the Texas Transaction Party and the Massachusetts Transaction Parties shall hereinafter be referred to collectively as the “Transaction Parties” and individually as a “Transaction Party”. “Possessory Certificates” mean those certificates identified on Schedule IV hereto and delivered on the date hereof.

Based upon the foregoing and subject to the limitations, qualifications, exceptions and assumptions set forth herein, we are of the opinion that:

1. (a) Each Delaware Transaction Party is validly existing and in good standing under the DGCL.

(b) The New York Transaction Party is validly existing and in good standing under the NYLLCL.

(c) Each Illinois Transaction Party is validly existing and in good standing under the ILBCA.

(d) Each California Transaction Party is validly existing and in good standing under the CLLCA.

5

(e) ADESA Texas, Inc. is validly existing under the TBCA and is in good standing under the Texas Tax Code.

(f) ADESA Impact Texas, LLC is validly existing under the TBOC and in good standing under the Texas Tax Code.

(g) The Massachusetts Transaction Party is validly existing and in good standing under the MLLCA.

2. Each Transaction Party has the requisite power and authority to execute, deliver and perform all of its obligations under each of the Transaction Agreements and each Mortgage to which it is a party under the DGCL, NYLLC, ILBCA, CLLCA, TBCA, TBOC or MLLCA, as applicable. The execution and delivery by each Transaction Party of each of the Transaction Agreements and each Mortgage to which it is a party and the consummation by such Transaction Party of the transactions contemplated thereby have been duly authorized by all requisite corporate or limited liability company action, as applicable, on the part of such Transaction Party under the DGCL, NYLLC, ILBCA, CLLCA, TBCA, TBOC or MLLCA, as applicable. Each Transaction Party has duly executed and delivered each of the Transaction Agreements and each Mortgage in which it is identified as a signatory party under the DGCL, NYLLC, ILBCA, CLLCA, TBCA, TBOC and MLLCA, as applicable.

3. Each of the Transaction Agreements constitutes the valid and binding obligation of each Group Member that is a party thereto, enforceable against such Group Member in accordance with its terms under the Applicable Laws of the State of New York.

4. The execution and delivery by each Group Member of each of the Transaction Agreements and each of the Mortgages to which it is a party and the performance by such Group Member of its obligations under such Transaction Agreements, each in accordance with its terms, do not (i) if such Group Member is a Transaction Party, conflict with the Organizational Documents of such Transaction Party that have been reviewed in connection with this opinion, (ii) constitute a violation of, or a default under, any Applicable Contracts to which it is a party or (iii) cause the creation of any security interest or lien upon any of the property of such Group Member pursuant to any Applicable Contracts to which it is a party. We do not express any opinion, however, as to whether the execution, delivery or performance by a Group Member of the Transaction Agreements to which it is a party will constitute a violation of, or a default under, any covenant, restriction or provision with respect to financial ratios or tests or any aspect of the financial condition or results of operations of such Transaction Party. We call to your attention that certain of the Applicable Contracts are governed by laws other than those as to which we express our opinion. We express no opinion as to the effect of such other laws on the opinions herein stated.

5. Neither the execution, delivery or performance by each Group Member of the Transaction Agreements to which it is a party nor the compliance by such Group Member with the terms and provisions thereof will contravene any provision of any Applicable Law of the State of New York or any Applicable Law of the United States of America.

6

6. No Governmental Approval, which has not been obtained or taken and is not in full force and effect, is required to authorize, or is required in connection with, the execution or delivery of any of the Transaction Agreements by any Group Member that is a party thereto or the enforceability of such Transaction Agreements against such Group Member.

7. Neither the execution, delivery or performance by any Group Member of its obligations under the Transaction Agreements to which it is a party nor compliance by such Group Member with the terms thereof will contravene any Applicable Order to which such Group Member is subject.

8. Under the New York UCC, the provisions of the Guarantee and Collateral Agreement are effective to create a valid security interest in each Group Member’s respective rights in the UCC Collateral in favor of the Administrative Agent to secure such Group Member’s Obligations (as defined in the Guarantee and Collateral Agreement).

9. (a) To the extent the Delaware UCC is applicable to the authorization of the Delaware Financing Statements, pursuant to the provisions of the Guarantee and Collateral Agreement, each Delaware Transaction Party has authorized the filing of the Delaware Financing Statement naming it as debtor for purposes of Section 9-509 of the Delaware UCC.

(b) To the extent the Illinois UCC is applicable to the authorization of the Illinois Financing Statements, pursuant to the provisions of the Guarantee and Collateral Agreement, each Illinois Transaction Party has authorized the filing of the Illinois Financing Statement naming it as debtor for purposes of Section 9-509 of the Illinois UCC.

(c) To the extent the New York UCC is applicable to the authorization of the New York Financing Statements, pursuant to the provisions of the Guarantee and Collateral Agreement, the New York Transaction Party has authorized the filing of the New York Financing Statement naming it as debtor for purposes of Section 9-509 of the New York UCC.

(d) To the extent the California UCC is applicable to the authorization of the California Financing Statements, pursuant to the provisions of the Guarantee and Collateral Agreement, each California Transaction Party has authorized the filing of the California Financing Statement naming it as debtor for purposes of Section 9509 of the California UCC.

(e) To the extent the Massachusetts UCC is applicable to the authorization of the Massachusetts Financing Statements, pursuant to the provisions of the Guarantee and Collateral Agreement, the Massachusetts Transaction Party has authorized the filing of the Massachusetts Financing Statement naming it as debtor for purposes of Section 9-509 of the Massachusetts UCC.

(f) To the extent the Texas UCC is applicable to the authorization of the Texas Financing Statements, pursuant to the provisions of the Guarantee and Collateral Agreement, each Texas Transaction Party has authorized the filing of the Texas Financing Statement naming it as debtor for purposes of Section 9.509 of the Texas UCC.

7

10. (a) To the extent the Delaware UCC is applicable, the Delaware Financing Statements include not only all of the types of information required by Section 9-502(a) of the Delaware UCC but also the types of information without which the Delaware Filing Office may refuse to accept the Delaware Financing Statements pursuant to Section 9-516 of the Delaware UCC.

(b) To the extent the Illinois UCC is applicable, the Illinois Financing Statements include not only all of the types of information required by Section 9-502(a) of the Illinois UCC but also the types of information without which the Illinois Filing Office may refuse to accept the Illinois Financing Statements pursuant to Section 9-516 of the Illinois UCC.

(c) To the extent the New York UCC is applicable, the New York Financing Statement include not only all of the types of information required by Section 9-502(a) of the New York UCC but also the types of information without which the New York Filing Office may refuse to accept the New York Financing Statement pursuant to Section 9-516 of the New York UCC.

(d) To the extent the California UCC is applicable, the California Financing Statements include not only all of the types of information required by Section 9502(a) of the California UCC but also the types of information without which the California Filing Office may refuse to accept the California Financing Statements pursuant to Section 9516 of the California UCC.

(e) To the extent the Massachusetts UCC is applicable, the Massachusetts Financing Statement include not only all of the types of information required by Section 9-502(a) of the Massachusetts UCC but also the types of information without which the Massachusetts Filing Office may refuse to accept the Massachusetts Financing Statement pursuant to Section 9-516 of the Massachusetts UCC.

(f) To the extent the Texas UCC is applicable, the Texas Financing Statements include not only all of the types of information required by Section 9.502(a) of the Texas UCC but also the types of information without which the Texas Filing Office may refuse to accept the Texas Financing Statements pursuant to Section 9.516 of the Texas UCC.

11. (a) To the extent the Delaware UCC is applicable, the security interest of the Administrative Agent will be perfected in each of the Delaware Transaction Party’s respective rights in all UCC Collateral upon the later of the attachment of the security interest and the filing of the Delaware Financing Statement naming such Delaware Transaction Party as a debtor in the Delaware Filing Office; provided, however, we express no opinion with respect to perfection of the security interest in (i) money, (ii) deposit accounts, (iii) letter of credit rights, (iv) goods covered by a certificate of title statute, (v) as-extracted collateral, or (vi) timber to be cut.

(b) To the extent the Illinois UCC is applicable, the security interest of the Administrative Agent will be perfected in each Illinois Transaction Party’s respective rights in all UCC Collateral upon the later of the attachment of the security interest and the filing of the

8

Illinois Financing Statement naming such Illinois Transaction Party as a debtor in the Illinois Filing Office; provided, however, we express no opinion with respect to the perfection of the security interest in (i) money, (ii) deposit accounts, (iii) letter of credit rights, (iv) goods covered by a certificate of title statute, (v) as-extracted collateral, or (vi) timber to be cut.

(c) To the extent the New York UCC is applicable, the security interest of the Administrative Agent will be perfected in the New York Transaction Party’s rights in all UCC Collateral upon the later of the attachment of the security interest and the filing of the New York Financing Statement in the New York Filing Office; provided, however, we express no opinion with respect to the perfection of the security interest in (i) money, (ii) deposit accounts, (iii) letter of credit rights, (iv) goods covered by a certificate of title statute, (v) as-extracted collateral, (vi) timber to be cut, or (vii) an interest in a cooperative apartment.

(d) To the extent the California UCC is applicable, the security interest of the Administrative Agent will be perfected in each California Transaction Party’s respective rights in all UCC Collateral upon the later of the attachment of the security interest and the filing of the California Financing Statement naming such California Transaction Party as a debtor in the California Filing Office; provided, however, we express no opinion with respect to the perfection of the security interest in (i) money, (ii) deposit accounts, (iii) letter of credit rights, (iv) goods covered by a certificate of title statute, (v) as-extracted collateral, (vi) timber to be cut, or (vii) any policy of insurance.

(e) To the extent the Massachusetts UCC is applicable, the security interest of the Administrative Agent will be perfected in the Massachusetts Transaction Party’s rights in all UCC Collateral upon the later of the attachment of the security interest and the filing of the Massachusetts Financing Statement in the Massachusetts Filing Office; provided, however, we express no opinion with respect to the perfection of the security interest in (i) money, (ii) deposit accounts, (iii) letter of credit rights, (iv) goods covered by a certificate of title statute, (v) as-extracted collateral, or (vi) timber to be cut.

(f) To the extent the Texas UCC is applicable, the security interest of the Administrative Agent will be perfected in each Texas Transaction Party’s respective rights in all UCC Collateral upon the later of the attachment of the security interest and the filing of the Texas Financing Statement naming such Texas Transaction Party as a debtor in the Texas Filing Office; provided, however, we express no opinion with respect to the perfection of the security interest in (i) money, (ii) deposit accounts, (iii) letter of credit rights, (iv) goods covered by a certificate of title statute, (v) as-extracted collateral, or (vi) timber to be cut.

12. Assuming neither the Administrative Agent nor any Secured Party (as defined in the Guarantee and Collateral Agreement) has notice of any adverse claims with respect to the Possessory Certificates to the Lenders indorsed, by an effective indorsement, either in blank or to the Lenders in the State of New York, the Administrative Agent for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement) will acquire such Possessory Certificates (and the shares represented thereby) free of any adverse claims

9

under 8-303 of the New York UCC. As used herein, “notice of adverse claim” has the meaning set forth in Section 8-105 of the UCC and includes, without limitation, any adverse claim that the Administrative Agent or any Secured Party would discover upon any investigation which such person has a duty, imposed by statute or regulation, to investigate.

13. None of the Group Members is and, solely after giving effect to the loans made pursuant to the Credit Agreement and the application of the proceeds thereof as described in the Credit Agreement, will be an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.

Our opinions in paragraphs 8 through 12 are subject to the following assumptions and qualifications:

(a) we have assumed that each Group Member has rights or the power to transfer rights, or with respect to after-acquired property will have rights or the power to transfer rights, in the UCC Collateral, in each case within the meaning of Section 9-203 of the UCC, and we express no opinion as to the nature or extent of each Group Member’s rights in any of the UCC Collateral and we note that with respect to any after-acquired property, the security interest will not attach until such Group Member acquires rights or the power to transfer rights therein within the meaning of Section 9-203 of the UCC;

(b) we call to your attention that the right of the Administrative Agent to become a partner or member may be limited by applicable law and the terms of the partnership agreement or limited liability company agreement pursuant to which the partnership or limited liability company was formed, as amended from time to time, and that the only remedy may be the right to receive distributions to which the Group Member is otherwise entitled pursuant to the partnership agreement or limited liability company agreement;

(c) our opinion with respect to proceeds is subject to the limitations set forth in Section 9-315 of the UCC and, in addition, we call to your attention that in the case of certain types of proceeds, other parties such as holders in due course, protected purchasers of securities, persons who obtain control over securities entitlements and buyers in the ordinary course of business may acquire a superior interest or may take their interest free of the security interest of a secured party;

(d) we express no opinion with respect to commercial tort claims;

(e) we express no opinion with respect to any goods which are accessions to, or commingled or processed with, other goods to the extent that the security interest is limited by Section 9-335 or 9-336 of the UCC;

(f) we express no opinion with respect to the choice of law governing (i) authorization to file the Financing Statements or (ii) perfection, the effect of perfection and non-perfection or priority of the security interest;

10

(g) we express no opinion regarding any copyrights, patents, trademarks, service marks or other intellectual property, the proceeds thereof or money due with respect to the lease, license or use thereof except to the extent Article 9 of the UCC may be applicable to the foregoing and, without limiting the generality of the foregoing, we express no opinion as to the effect of any federal laws relating to copyrights, patents, trademarks, service marks or other intellectual property on the opinions expressed herein;

(h) we advise you that with respect to that portion of the UCC Collateral in which the Administrative Agent has been granted a security interest by more than one agreement, a court may limit the Administrative Agent’s right to choose among the rights and remedies to which it may be entitled;

(i) we express no opinion with respect to whether the following descriptions of property are adequate descriptions of property for purposes of Sections 9-108 and 9-203 of the UCC: “all intellectual property”, “Pledged Notes”, “confidential and proprietary information”, “vehicles which can be considered earth moving equipment”, “Guarantee Obligations”, and “other personal property”;

(j) we express no opinion (i) on the definition of Governmental Authority as contained in the Credit Agreement (which definition is referenced in the definition of “Person”, which definition is referenced in the definition of “Capital Stock”), (ii) on the proviso to the definition of Pledged Stock and clause (i)(D) of the last paragraph of Section 3 each as contained in the Guarantee and Collateral Agreement or (iii) the effect of the provisions in the foregoing clauses (i) and (ii) on the adequacy of the description of the Collateral (as defined in the Guarantee and Collateral Agreement) for purposes of Section 9-108 and 9-203 of the UCC;

(k) pursuant to Section 9-311(a) of the UCC, we express no opinion with respect to any property subject to a statute, regulation or treaty of the United States whose requirements for a security interest’s obtaining priority over the rights of a lien creditor with respect to the property preempt Section 9-310(a) of the UCC;

(l) we call to your attention that in the case of licenses or permits issued by governmental authorities, the Group Members may not have sufficient rights therein for the security interest of the Administrative Agent to attach and even if the Group Members have sufficient rights for the security interest to attach, exercise of remedies may be limited by the terms of the license or permit or require the consent of the governmental authority issuing such license or permit; and

(m) we express no opinion with respect to any collateral constituting claims against any government or governmental agency (including without limitation the United States of America or any state thereof or any agency or department of the United States of America or any state thereof) except to the extent that the UCC governs a security interest in such collateral.

11

Our opinions are subject to the following assumptions and qualifications:

(a) our opinion in paragraph 1 is based solely on our review of the Good Standing Certificates, and in rendering our opinion set forth in Paragraph 1(e) as to the existence and good standing of ADESA Texas, Inc. under the TBCA and the Texas Tax Code, respectively, we have assumed that no court has entered a decree dissolving ADESA Texas, Inc., and such opinion is based solely on (x) such assumption and (y) our review of the Texas Certificates and the Borrower Certificate;

(b) enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in equity or at law);

(c) we have assumed that each of the Transaction Agreements constitutes the valid and binding obligation of each party to such Transaction Agreement (other than the Group Members to the extent expressly set forth herein) enforceable against such other party in accordance with its terms;

(d) we express no opinion as to the effect on the opinions expressed herein of (i) the compliance or non-compliance of any party (other than the Group Members to the extent expressly set forth herein) to the Transaction Agreements with any state, federal or other laws or regulations applicable to them or (ii) the legal or regulatory status or the nature of the business of any party (other than the Group Members to the extent expressly set forth herein);

(e) we express no opinion as to the enforceability of any rights to contribution or indemnification provided for in the Transaction Agreements which are violative of the public policy underlying any law, rule or regulation (including any federal or state securities law, rule or regulation);

(f) we express no opinion on the enforceability of any provision in a Transaction Agreement purporting to prohibit, restrict or condition the assignment of rights under such Transaction Agreement to the extent such restriction on assignability is governed by the UCC;

(g) we express no opinion as to the applicability or effect of any fraudulent transfer or similar law on the Transaction Agreements or any transactions contemplated thereby;

(h) we express no opinion as to the enforceability of Section 2.4 of the Guarantee and Collateral Agreement to the extent that the same provides that the obligations of the Guarantors (as defined in the Guarantee and Collateral Agreement) are absolute and unconditional irrespective of the value, genuineness, regularity or enforceability of such Transaction Agreement or the effect thereof on the opinions herein stated;

(i) we express no opinion as to the enforceability of any section of any Transaction Agreement to the extent it purports to waive any objection a person may have that a suit, action or proceeding has been brought in an inconvenient forum or a forum lacking subject matter jurisdiction;

12

(j) we have assumed that all conditions precedent contained in Section 6 of the Credit Agreement, which conditions require the delivery of documents, evidence or other items satisfactory in form, scope and/or substance to the Administrative Agent or the satisfaction of which is otherwise in the discretion or control of the Administrative Agent have been, or contemporaneously with the delivery hereof will be, fully satisfied;

(k) to the extent that any opinion relates to the enforceability of the choice of New York law and choice of New York forum provisions of the Transaction Agreements, our opinion is rendered in reliance upon N.Y. Gen. Oblig. Law §§ 5-1401, 5-1402 (McKinney 2001) and N.Y. CPLR 327(b) (McKinney 2001)) and is subject to the qualifications that such enforceability may be limited by public policy considerations of any jurisdiction, other than the courts of the State of New York, in which enforcement of such provisions, or of a judgment upon an agreement containing such provisions, is sought;

(l) we call to your attention that the choice of New York law on the basis of Section 5-1401 of the New York General Obligation Law is only relevant insofar as litigation is brought to enforce the Transaction Agreements in the courts of the State of New York, and we have assumed that there is a basis for jurisdiction in such courts;

(m) certain of the remedial provisions with respect to the security contained in the Security Agreements may be unenforceable in whole or in part, but the inclusion of such provisions does not affect the validity of such Security Agreement, taken as a whole, and such Security Agreement, taken as a whole, together with applicable law, contains adequate provisions for the practical realization of the benefits of the security;

(n) we express no opinion with respect to Section 11.7 of the Credit Agreement to the extent it authorizes or permits any participant and or any affiliate of any Lender to set-off or apply any deposit, property or indebtedness or the effect thereof on the opinions contained herein;

(o) we express no opinion with respect to Section 7.2 of the Guarantee and Collateral Agreement to the extent it establishes a standard of care for collateral in the possession or control of the Administrative Agent to the extent such standard of care is unenforceable under Sections 1-102 and 9-207 of the UCC;

(p) we express no opinion with respect to Section 3.12 of the Credit Agreement to the extent it excuses the issuer of a letter of credit from liability to the extent such provision is unenforceable pursuant to Section 5-103 of the Uniform Commercial Code; and

(q) we express no opinion with respect to the enforceability of Section 3 of the Credit Agreement to the extent such provision purports to select a governing law in conflict with mandatory choice of law rules set forth in Section 5-116 of the Uniform Commercial Code.

13

In rendering the foregoing opinions, we have assumed, with your consent, that:

(a) the execution, delivery and performance by each Group Member of any of its obligations under the Transaction Agreements to which it is a party does not and will not conflict with, contravene, violate or constitute a default under (i) any lease, indenture, instrument or other agreement to which such Group Member or its property is subject (other than the Applicable Contracts as to which we express our opinion in paragraph 4 herein), (ii) any rule, law or regulation to which such Group Member is subject (other than Applicable Laws of the State of New York or Applicable Laws of the United States of America, as to which we express our opinion in paragraph 5 herein) or (iv) any judicial or administrative order or decree of any governmental authority (other than Applicable Orders as to which we express our opinion in paragraph 7 herein); and

(b) no authorization, consent or other approval of, notice to or filing with any court, governmental authority or regulatory body (other than Governmental Approvals as to which we express our opinion in paragraph 6 herein) is required to authorize or is required in connection with the execution, delivery or performance by any of the Group Members of any Transaction Agreement to which it is a party or the transactions contemplated thereby.

We understand that you are separately receiving opinions, with respect to certain of the foregoing assumptions, from Ice Miller LLP, Herold and Haines, P. A., Blackwell Sanders Peper Martin LLP, Becca Polak, Esq. and Sidney Kerley, Esq., and we are advised that such opinions contain qualifications. Our opinions herein stated are based on the assumptions specified above and we express no opinion as to the effect on the opinions herein stated of the qualifications contained in such other opinions.

This opinion is being furnished only to you in connection with the Credit Agreement and is solely for your benefit and is not to be used, circulated, quoted or otherwise referred to for any other purpose or relied upon by any other person or entity for any purpose without our prior written consent, provided that we hereby consent to this opinion being relied upon by Assignees (as defined in the Credit Agreement) becoming Lenders (as defined in the Credit Agreement) pursuant to Section 11.6(b) of the Credit Agreement or Persons becoming Lenders pursuant to Section 11.17 of the Credit Agreement, in each case after the date hereof as if addressed to such Lenders on the date hereof.

Very truly yours,

14

Schedule I

Bear Stearns Corporate Lending Inc.

Schedule II

Subsidiary	Jurisdiction of Organization
ADESA Arkansas, LLC	Delaware
ADESA California, LLC	California
ADESA Impact Texas, LLC	Texas
ADESA New York, LLC	New York
ADESA Properties Canada, Inc.	Delaware
ADESA San Diego, LLC	California
ADESA Texas, Inc.	Texas
AFC Cal, LLC	California
Auto Dealers Exchange of Concord, LLC	Massachusetts
Axle Holdings, Inc.	Delaware
IAA Acquisition Corp.	Delaware
IAA Services, Inc.	Illinois
Insurance Auto Auctions Corp.	Delaware
Insurance Auto Auctions, Inc.	Illinois
ADESA, Inc.	Delaware
Auto Disposal Systems, Inc.	Ohio
ADS Priority Transport, Ltd.	Ohio
ADS Ashland, LLC	Ohio
ADESA Corporation, LLC	Indiana
A.D.E. of Ark-La-Tex, Inc.	Louisiana
A.D.E. of Knoxville, LLC	Tennessee
ADESA Ark-La-Tex, LLC	Louisiana
ADESA Atlanta, LLC	New Jersey
ADESA Birmingham, LLC	Alabama
ADESA Charlotte, LLC	North Carolina
ADESA Colorado, LLC	Colorado
ADESA Des Moines, LLC	Iowa
ADESA Florida, LLC	Florida
ADESA Indianapolis, LLC	Indiana
ADESA Lansing, LLC	Michigan
ADESA Lexington, LLC	Kentucky
ADESA Mexico, LLC	Indiana
ADESA Missouri, LLC	Missouri
ADESA New Jersey, Inc.	New Jersey
ADESA Ohio, LLC	Ohio
ADESA Oklahoma, LLC	Oklahoma
ADESA Pennsylvania, Inc.	Pennsylvania
ADESA Phoenix, LLC	New Jersey
ADESA-South Florida, LLC	Indiana
ADESA Southern Indiana, LLC	Indiana

Schedule II (Continued)

ADESA Virginia, LLC	Virginia
ADESA Washington, LLC	Washington
ADESA Wisconsin, LLC	Wisconsin
Asset Holdings III, L.P.	Ohio
Auto Banc Corporation	New Jersey
Auto Dealers Exchange of Concord, LLC	Massachusetts
Auto Dealers Exchange of Memphis, LLC	Tennessee
Automotive Finance Corporation	Indiana
Automotive Recovery Services, Inc.	Indiana
AutoVIN, Inc.	Indiana
PAR, Inc.	Indiana
AFC of Minnesota Corporation	Minnesota
AFC of TN, LLC	Tennessee

Schedule III

Financing Statements

California

Debtor	Secured Party	Filing Office	Filing State
ADESA California, LLC	Bear Stearns Corporate Lending Inc., as Administrative Agent	Secretary of State	California
ADESA San Diego, LLC	Bear Stearns Corporate Lending Inc., as Administrative Agent	Secretary of State	California

Delaware

Debtor	Secured Party	Filing Office	Filing State
ADESA, Inc.	Bear Stearns Corporate Lending Inc., as Administrative Agent	Secretary of State	Delaware
ADESA Arkansas, LLC	Bear Stearns Corporate Lending Inc., as Administrative Agent	Secretary of State	Delaware
ADESA Properties Canada, Inc.	Bear Stearns Corporate Lending Inc., as Administrative Agent	Secretary of State	Delaware
KAR Holdings, Inc.	Bear Stearns Corporate Lending Inc., as Administrative Agent	Secretary of State	Delaware
Axle Holdings, Inc.	Bear Stearns Corporate Lending Inc., as Administrative Agent	Secretary of State	Delaware
IAA Acquisition Corp.	Bear Stearns Corporate Lending Inc., as Administrative Agent	Secretary of State	Delaware
Insurance Auto Auctions Corp.	Bear Stearns Corporate Lending Inc., as Administrative Agent	Secretary of State	Delaware

Illinois

Debtor	Secured Party	Filing Office	Filing State
IAA Services, Inc.	Bear Stearns Corporate Lending Inc., as Administrative Agent	Secretary of State	Delaware
Insurance Auto Auctions, Inc.	Bear Stearns Corporate Lending Inc., as Administrative Agent	Secretary of State	Illinois

Massachusetts

Auto Dealers Exchange of Concord, LLC   Bear Stearns Corporate Lending Inc., as Administrative Agent   Secretary of State   Massachusetts

New York

ADESA New York, LLC Bear Stearns Corporate Lending Inc., as Administrative Agent Secretary of State New York

Texas

Debtor	Secured Party	Filing Office	Filing State
ADESA Impact Texas, LLC	Bear Stearns Corporate Lending Inc., as Administrative Agent	Secretary of State	Texas
ADESA Texas, Inc.	Bear Stearns Corporate Lending Inc., as Administrative Agent	Secretary of State	Texas

Schedule IV

Possessory Certificates

Pledgor	Issuer	Certificate No.
KAR Holdings II, LLC	KAR Holdings, Inc.	2
KAR Holdings, Inc.	ADESA, Inc.	1
KAR Holdings, Inc.	Axle Holdings, Inc.	4
ADESA, Inc.	3048540 Nova Scotia Company	10
ADESA, Inc.	A.D.E. of Ark-La-Tex, Inc.	1
ADESA, Inc.	ADESA New Jersey, LLC	1
ADESA, Inc.	ADESA Pennsylvania, Inc.	1
ADESA, Inc.	ADESA Properties, Inc.	1
ADESA, Inc.	ADESA Texas, Inc.	2
ADESA, Inc.	Auto Banc Corporation	1
ADESA, Inc.	Automotive Finance Corporation	4
ADESA, Inc.	Automotive Recovery Services, Inc.	2
ADESA, Inc.	AutoVIN, Inc.	7
ADESA, Inc.	PAR, Inc.	1
ADESA, Inc.	A.D.E. of Knoxville, LLC	1
ADESA, Inc.	Auto Dealers Exchange of Memphis, LLC	N/A
ADESA Properties, Inc.	ADESA Properties Canada, Inc.	3
ADESA Properties Canada, Inc.	3048538 Nova Scotia Company	8

Automotive Finance Corporation	Automotive Finance Canada Inc.	4
Automotive Finance Corporation	IRT Receivables Corp.	1
AutoVIN, Inc.	AutoVIN Canada Corporation	4
Insurance Auto Auctions, Inc.	Common Shares	PM-1
Insurance Auto Auctions Corp.	Common Stock	1
IAA Services, Inc.	Common Shares	1
IAA Acquisition Corp.	Common Stock	R-1
Auto Disposal Systems, Inc	Common Stock	40

Schedule V

Mortgages

1. Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing for Commercial Purposes by ADESA California, LLC for the benefit of Bear Stearns Corporate Lending Inc. to be recorded in San Joaquin County, California.

2. Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing for Commercial Purposes by ADESA California, LLC for the benefit of Bear Stearns Corporate Lending Inc. to be recorded in Riverside County, California.

3. Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing for Commercial Purposes by ADESA California, LLC for the benefit of Bear Stearns Corporate Lending Inc. to be recorded in Sacramento County, California.

4. Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing for Commercial Purposes by ADESA San Diego, LLC for the benefit of Bear Stearns Corporate Lending Inc. to be recorded in San Diego County, California.

5. Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing for Commercial Purposes by Auto Dealers Exchange of Concord, LLC for the benefit of Bear Stearns Corporate Lending Inc. to be recorded in Middlesex County, Massachusetts.

6. Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing for Commercial Purposes by ADESA New York , LLC for the benefit of Bear Stearns Corporate Lending Inc. to be recorded in Suffolk County, New York.

7. Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing for Commercial Purposes by ADESA Texas, Inc. for the benefit of Bear Stearns Corporate Lending Inc. to be recorded in Harris County, Texas.

8. Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing for Commercial Purposes by ADESA Texas, Inc. for the benefit of Bear Stearns Corporate Lending Inc. to be recorded in Bexar County, Texas.

Schedule VI

Applicable Contracts

1. Agreement and Plan of Merger, dated as of December 22, 2006, by and among KAR Holdings II, LLC, KAR Holdings, Inc., KAR Acquisition, Inc. and ADESA, Inc.

2. The Contribution Agreement, dated as of April 20, 2007, by and among Axle Holdings II, LLC, Axle Holdings, Inc., KAR Holdings II, LLC, KAR Holdings, Inc., GS Capital Partners VI Fund, L.P., GS Capital Partners VI Parallel, L.P., GS Capital Partners VI GmbH & Co. KG, GS Capital Partners VI Offshore Fund, L.P., ValueAct Capital Master Fund, L.P., Parthenon Investors II, L.P., J&R Founders Fund II, L.P., PCIP Investors, Kelso Investment Associates VII, L.P. and KEP VI, LLC.

3. The Indenture, dated as April 20, 2007, by and among KAR Holdings, Inc. and certain of its subsidiaries and Wells Fargo Bank, National Association, relating to the Floating Rate Senior Notes of KAR Holdings, Inc. due May 1, 2014 issued in an original aggregate principal amount of $150,000,000.

4. The Indenture, dated as of April 20, 2007, by and among KAR Holdings, Inc. and certain of its subsidiaries and Wells Fargo Bank, National Association, relating to the 8 3/4% Senior Notes of KAR Holdings, Inc. due May 1, 2014 issued in an original aggregate principal amount of $450,000,000.

5. The Indenture, dated as of April 20, 2007, by and among KAR Holdings, Inc. and certain of its subsidiaries and Wells Fargo Bank, National Association, relating to the 10% Senior Subordinated Notes of KAR Holdings, Inc. due May 1, 2015 issued in an original aggregate principal amount of $425,000,000.

EXHIBIT F-2

FORM OF LEGAL OPINION OF BECCA POLAK,

ASSOCIATE GENERAL COUNSEL OF ADESA

April 20, 2007

To the parties listed on Schedule I hereto

Re: ADESA, Inc.

Ladies and Gentlemen:

I am a Vice President and Associate General Counsel of ADESA, Inc., a Delaware corporation (the “Company”), and I am familiar with the subsidiaries of the Company that are listed on Schedule II hereto (such subsidiaries being the “Opinion Parties”). This opinion is being delivered pursuant to Section 6.1(f) of the Credit Agreement (as defined below).

In rendering the opinions set forth herein, I have examined and relied on originals or copies of the following:

(a) the Credit Agreement, dated as of the date hereof (the “Credit Agreement”), among the KAR Holdings, Inc. (the “Borrower”), KAR Holdings II, LLC (“Holdings”), the several banks and other financial institutions or entities party thereto (the “Lenders”), Bear Stearns Corporate Lending Inc., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), and the other agents party thereto;

(b) the notes of the Borrower, if any, dated as of the date hereof and delivered to the Lenders under the Credit Agreement (the “Notes”);

(c) the Guarantee and Collateral Agreement, dated as of the date hereof, made by the Borrower, Holdings and the subsidiaries of the Borrower that have executed such agreement as of the date hereof (the “Subsidiary Guarantors”), in favor of the Administrative Agent (the “Guarantee and Collateral Agreement”);

(d) the Intellectual Property and Security Agreement, dated as of the date hereof (the “Intellectual Property and Security Agreement”), between the Borrower and the Administrative Agent;

Each of the Financial Institutions Listed

    On Schedule I hereto

April 20, 2007

Page 2

(e) the mortgages, deeds of trust and other security documents described on Schedule VIII hereof (the “Mortgages”);

(f) copies of the formation and organizational documents of the Opinion Parties, as listed on Schedule III hereof (the “Organizational Documents”);

(g) a copy of resolutions of the Board of Directors, Managing Member, Members, General Partner or Partners, as applicable of each Opinion Party, certified by the Secretary of each Opinion Party as of the date hereof and attached to Schedule IV hereof (the “Authorization Documents”); and

(h) a copy of the certificates from the Secretaries of State of the jurisdiction of organization for each Opinion Party of such Opinion Party’s existence and good standing in such jurisdiction of organization, as listed on Schedule V hereto, and the certificates from the Secretaries of State of the other jurisdictions listed on Schedule VI hereto (the “Good Standing Certificates”).

In rendering my opinion, I also have examined such certificates of public officials, organizational documents and records and other certificates and instruments as I have deemed necessary for the purposes of the opinions herein expressed and, with your permission, have relied upon and assumed the accuracy and completeness of such certificates, documents, records and instruments.

I have relied upon and assumed that the truth and accuracy of the representations, certifications and warranties made in the Transaction Documents and have not made any independent investigation or verification of any factual matters stated or represented therein. Whenever my opinion or confirmation herein with respect to the existence or absence of facts is indicated to be based upon my knowledge or belief, it is intended to signify that, during the course of my representation of the Company, no information has come to my attention which would give me actual knowledge of the existence or absence of such facts. Except to the extent expressly set forth herein, I have not undertaken any independent investigation to determine the existence or absence of such facts or circumstances or the assumed facts set forth herein, I accept no responsibility to make any such investigation, and no inference as to my knowledge of the existence or absence of such facts or circumstances or of my having made any independent review thereof should be drawn from my representation of the Company or its relationship to the Opinion Parties.

I am admitted to the bar in the State of Indiana, and I do not express any opinion as to the laws of any other jurisdiction other than the laws of the State of Indiana. To the extent that the laws of any other jurisdiction govern the Transaction Documents (as defined below), the due organization, valid existence or good standing of any of the

Each of the Financial Institutions Listed

    On Schedule I hereto

April 20, 2007

Page 3

Opinion Parties (including any applicable corporate, limited liability company laws or limited partnership statutes), or any other matter referred to below, I have assumed that the laws of such jurisdiction are identical to the laws of the State of Indiana.

In my examination, I have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as certified, conformed, facsimile or photostatic copies, and the authenticity of the originals of such copies. I have also assumed that such documents have not been rescinded, amended or modified by oral or written agreement or by the conduct of the parties thereto. In making my examination of documents executed or to be executed by parties other than the Opinion Parties, I have assumed that such parties are duly organized, validly existing and in good standing under their jurisdictions of incorporation or organization, are qualified and authorized to do business in each state where such qualification or authorization is necessary, and have the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and execution and delivery by such parties of such documents. I have also assumed that the Transaction Documents constitute the valid, binding and enforceable obligations of all of the parties thereto. I express no opinion as to the enforceability of the Transaction Documents or of the validity, enforceability, perfection or priority of any security interest purportedly granted thereunder, and my opinion in paragraph 4 below does not cover any notices, filings or approval required for the validity, enforceability, perfection or priority of any security interest purportedly granted under any Transaction Document. As to any facts material to the opinions expressed herein which I did not independently establish or verify, I have relied upon oral or written statements and representations of officers and other representatives of the Opinion Parties, public officials and others.

My opinion in paragraph 1 as to the valid existence, qualification and good standing of each Opinion Party is based solely on my review of the Good Standing Certificates.

Capitalized terms used herein and not otherwise defined herein shall have the same meanings herein as ascribed thereto in the Credit Agreement. The Credit Agreement, the Notes and the Guarantee and Collateral Agreement shall hereinafter be referred to collectively as the “Transaction Documents.”

Based upon the foregoing and subject to the limitations, qualifications, exceptions and assumptions set forth herein, I am of the opinion that:

1. Each of the Opinion Parties has been duly organized under the laws of its jurisdiction of organization. Each Opinion Party is validly existing and in good

Each of the Financial Institutions Listed

On Schedule I hereto

April 20, 2007

Page 4

standing (to the extent such concept is applicable in the applicable jurisdiction) under the laws of its jurisdiction of organization. Each Opinion Party is qualified and in good standing (to the extent such concept is applicable in the applicable jurisdiction) to do business in every jurisdiction listed on Schedule VI hereof.

2. Each Opinion Party has the requisite corporate, limited liability company or limited partnership (as applicable) power and authority to execute, deliver and perform all of its obligations under each of the Transaction Documents to which it is a party. The execution and delivery by each Opinion Party of each of the Transaction Documents to which it is a party and the consummation by such Opinion Party of the transactions contemplated thereby have been duly authorized by all requisite corporate, limited liability company or limited partnership action, as applicable, on the part of each Opinion Party. Each Opinion Party has duly executed and delivered each of the Transaction Documents in which it is identified as a signatory.

3. The execution and delivery by each Opinion Party of each of the Transaction Documents to which it is a party and the performance by each Opinion Party of its obligations under each of the Transaction Documents to which it is a party does not conflict with the respective Organizational Documents of such Opinion Party.

4. No notice to, filing with or approval by any governmental authority in the State of Indiana is required to authorize or is required in connection with the execution, delivery or performance by any of the Opinion Parties of any Transaction Agreement to which it is a party.

5. To my knowledge, other than as disclosed in Schedule VI hereof, there are no actions, suits or proceedings at law or in equity by or before any Governmental Authority now pending or overtly threatened against any Opinion Party that involve any Transaction Document.

The opinions expressed herein are matters of professional judgment, are not a guarantee of result and are effective only as of the date hereof. I do not undertake to advise you of any matter within the scope of this letter that comes to my attention after the date of this letter and disclaim any responsibility to advise you of any future changes in law or fact that may affect the opinions set forth herein. I express no opinion other than as hereinbefore expressly set forth. No expansion of the opinions expressed herein may or should be made by implication or otherwise.

This opinion is being furnished only to you in connection with the Credit Agreement and is solely for your benefit and is not to be used, circulated, quoted or otherwise referred to for any other purpose or relied upon by any other person or entity for any purpose without my prior written consent, provided that I hereby consent to this option being

Each of the Financial Institutions Listed

On Schedule I hereto

April 20, 2007

Page 5

relied upon by Assignees (as defined in the Credit Agreement) becoming Lenders (as defined in the Credit Agreement) pursuant to Section 11.6(b) of the Credit Agreement or persons becoming Lenders pursuant to Section 11.17 of the Credit Agreement, in each case after the date hereof as if addressed to such Lenders on the date hereof. The use or reliance upon this opinion letter by any other person or entity without my prior written consent is strictly prohibited.

Very truly yours,

Rebecca C. Polak

Vice President and

Associate General Counsel

Schedule I: Lenders

Bear Stearns Corporate Lending Inc.,

as Swingline Lender and Administrative Agent

and

UBS Securities LLC, as Syndication Agent

and

Each Lender that is a signatory to the Credit Agreement as of the date hereof

Schedule II: Opinion Parties

1. ADESA Corporation, LLC (Indiana)

2. A.D.E. of Ark-La-Tex, Inc. (Louisiana)

3. A.D.E. of Knoxville, LLC (Tennessee)

4. ADESA Ark-La-Tex, LLC (Louisiana)

5. ADESA Atlanta, LLC (New Jersey)

6. ADESA Birmingham, LLC (Alabama)

7. ADESA Charlotte, LLC (North Carolina)

8. ADESA Colorado, LLC (Colorado)

9. ADESA Des Moines, LLC (Iowa)

10. ADESA Florida, LLC (Florida)

11. ADESA Indianapolis, LLC (Indiana)

12. ADESA Lansing, LLC (Michigan)

13. ADESA Lexington, LLC (Kentucky)

14. ADESA Mexico, LLC (Indiana)

15. ADESA Missouri, LLC (Missouri)

16. ADESA New Jersey, Inc. (New Jersey)

17. ADESA Ohio, LLC (Ohio)

18. ADESA Oklahoma, LLC (Oklahoma)

19. ADESA Pennsylvania, Inc. (Pennsylvania)

20. ADESA Phoenix, LLC (New Jersey)

21. ADESA-South Florida, LLC (Indiana)

22. ADESA Southern Indiana, LLC (Indiana)

23. ADESA Virginia, LLC (Virginia)

24. ADESA Washington, LLC (Washington)

25. ADESA Wisconsin, LLC (Wisconsin)

26. Asset Holdings III, L.P. (Ohio)

27. Auto Banc Corporation (New Jersey)

28. Auto Dealers Exchange of Concord, LLC (Massachusetts)

29. Auto Dealers Exchange of Memphis, LLC (Tennessee)

30. Automotive Finance Corporation (Indiana)

31. Automotive Recovery Services, Inc. (Indiana)

32. AutoVIN, Inc. (Indiana)

33. PAR, Inc. (Indiana)

34. AFC of Minnesota Corporation (Minnesota)

35. AFC of TN, LLC (Tennessee)

Schedule III: Organizational Documents

1. Articles of Incorporation of ADESA Corporation LLC, as filed with the Secretary of State of the State of Indiana on March 4, 2004.

2. Operating Agreement of ADESA Corporation, LLC, dated as of March 4, 2004.

3. Articles of Incorporation of A.D.E. of Ark-La-Tex, Inc. (formerly, ADESA Ark-La-Tex, Inc.), as amended, as filed with the Secretary of State of the State of Louisiana on February 24, 2003.

4. Amended and Restated Code of Bylaws of A.D.E. of Ark-La-Tex, Inc. (formerly ADESA Ark-La-Tex, Inc.), dated as of January 30, 2004.

5. Articles of Incorporation of A.D.E. of Knoxville, LLC, as filed with the Department of State of the State of Tennessee on January 1, 2004.

6. Operating Agreement of A.D.E. of Knoxville, LLC, as amended, dated as of March 1, 2004.

7. Articles of Organization of ADESA Ark-La-Tex, LLC as filed with the Secretary of State of the State of Louisiana on May 27, 1998.

8. Amended and Restated Operating Agreement of ADESA Ark-La-Tex, LLC, dated as of January 1, 2004.

9. Certificate of Formation of ADESA Atlanta, LLC, as filed with the Treasurer of the State of New Jersey on August 10, 2000.

10. Amended and Restated Operating Agreement of ADESA Atlanta, LLC, dated as of January 1, 2004.

11. Articles of Organization of ADESA Birmingham, LLC, as filed with a Probate Judge in the State of Atlanta on December 31, 2003.

12. Operating Agreement of ADESA Birmingham, LLC, as amended, dated as of March 1, 2004.

13. Articles of Organization of ADESA Charlotte, LLC, as filed with the Secretary of State of the State of North Carolina on December 19, 2003.

14. Operating Agreement of ADESA Charlotte, LLC, as amended, dated as of March 1, 2004.

15. Articles of Organization of ADESA Colorado, LLC, as filed with the Secretary of State of the State of Colorado on January 1, 2004.

16. Operating Agreement of ADESA Colorado, LLC, as amended, dated March 1, 2004.

17. Articles of Incorporation of ADESA Des Moines, LLC, as filed with the Secretary of the State of Iowa on December 22, 2003.

18. Operating Agreement of ADESA Des Moines, LLC, as amended, dated as of March 1, 2004.

19. Articles of Organization of ADESA Florida, LLC, as filed with the Department of State of the State of Florida on December 8, 2003.

20. Operating Agreement of ADESA Florida, LLC, as amended, dated as of March 1, 2004.

21. Articles of Organization of ADESA Indianapolis, LLC, as filed with the Secretary of State of the State of Indiana on December 17, 2003.

22. Operating Agreement of ADESA Indianapolis, LLC, as amended, dated as of March 1, 2004.

23. Articles of Organization of ADESA Lansing, LLC, as filed with the Department of Consumer & Industry Services Bureau of Commercial Services of the State of Michigan on December 22, 2003.

24. Certificate of Merger between ADESA Lansing, Inc. and Auto Dealers Exchange of Lansing, LLC, as filed with the Department of Consumer & Industry Services Bureau of Commercial Services of the State of Michigan on January 5, 2004.

25. Operating Agreement of ADESA Lansing, LLC, as amended, dated as of March 1, 2004.

26. Articles of Organization of ADESA Lexington, LLC, as filed with the Secretary of State of the State of Kentucky on December 12, 2003.

27. Articles of Merger of ADESA Lexington, Inc. into Auto Dealers Exchange of Lexington, LLC, as filed with the Secretary of State of the State of Kentucky on December 29, 2003.

28. Operating Agreement of ADESA Lexington, LLC, as amended, dated as of March 1, 2004.

29. Articles of Organization of ADESA Mexico, LLC, as filed with the Secretary of State of the State of Indiana, dated as of April 23, 2002.

30. Operating Agreement of ADESA Mexico, LLC, dated as of May 3, 2002.

31. Articles of Organization of ADESA Missouri, LLC (formerly Auto Dealer Exchange of Missouri, LLC), as filed with the Secretary of State of the State of Missouri on March 5, 2004.

32. Articles of Merger of ADESA Missouri, Inc. into Auto Dealers Exchange of Missouri, LLC, as filed with the Secretary of State of the State of Missouri on April 30, 2004.

33. Operating Agreement of ADESA Missouri, LLC, dated as of April 30, 2004.

34. Certificate of Formation of ADESA New Jersey, LLC, as filed with the State Treasurer of the State of New Jersey on December 15, 2005.

35. Operating Agreement of ADESA New Jersey, LLC, dated as of December 15, 2005.

36. Articles of Organization of ADESA Oklahoma, LLC, as filed with the Secretary of State of the State of Oklahoma on December 17, 2003.

37. Operating Agreement of ADESA Oklahoma, LLC, as amended, dated as of March 1, 2004.

38. Articles of Incorporation for Profit of ADESA Pennsylvania, Inc., as amended, as filed with the Department of State of the State of Pennsylvania on February 26, 1997.

39. Amended and Restated Code of Bylaws of ADESA Pennsylvania, Inc., dated as of January 30, 2004.

40. Certificate of Formation of ADESA Phoenix, LLC, as filed with New Jersey Department of the Treasure on August 10, 2000.

41. Amended and Restated Operating Agreement of ADESA Phoenix, LLC, dated as of January 1, 2004.

42. Articles of Organization of ADESA Southern Indiana, LLC, as filed with the Secretary of State of the State of Indiana on December 3, 2003.

43. Operating Agreement of ADESA Southern Indiana, LLC dated as of March 1, 2004.

44. Articles of Organization of ADESA-South Florida, LLC, as filed with the Secretary of State of the State of Indiana on July 14, 1994.

45. Operating and Buy-sell Agreement of ADESA-South Florida, LLC, as amended.

46. Articles of Organization of ADESA Virginia, LLC, as filed with the State Corporation Commission of the Commonwealth of Virginia on April 27, 2005.

47. Operating Agreement of ADESA Virginia, LLC, dated as of April 27, 2005.

48. Certificate of Formation of ADESA Washington, LLC (formerly Auto Dealers Exchange of Washington, LLC), as filed with the Secretary of State of the State of Washington on December 24, 2003.

49. Articles of Merger of ADESA Washington, Inc. into Auto Dealers Exchange of Washington, LLC, as filed with the Secretary of State of the State of Washington on December 24, 2003.

50. Operating Agreement of ADESA Washington, LLC, dated as of March 1, 2004.

51. Articles of Organization of ADESA Wisconsin, LLC, as filed with the Department of Financial Institutions of the State of Wisconsin on December 19, 2003.

52. Operating Agreement of ADESA Wisconsin, LLC, as amended, date as of March 1, 2004.

53. Certificate of Restated Limited Partnership Status of Asset Holdings III, L.P., as filed with the Secretary of State of the State of Ohio on June 21, 2005.

54. First Amended and Restated Agreement of Limited Partnership Agreement of Asset Holdings III, L.P., as amended on June 28, 2004.

55. Certificate of Incorporation of Auto Banc Corporation, as filed with the Secretary of State of the State of New Jersey on September 21, 1994.

56. Bylaws of Auto Banc Corporation.

57. Certificate of Organization of Auto Dealers Exchange of Concord, LLC, as filed with the Secretary of Commonwealth of the Commonwealth of Massachusetts on December 12, 2003.

58. Operating Agreement of Auto Dealers Exchange of Concord, LLC, as amended, dated as of March 1, 2004.

59. Articles of Organization of Auto Dealers Exchange of Memphis, LLC, as filed with the Secretary of State of the State of Tennessee on December 29, 2003.

60. Operating Agreement, as amended, of Auto Dealers Exchange of Memphis, LLC, dated as of March 1, 2004.

61. Articles of Amendment and Restatement of the Articles of Incorporation of Automotive Finance Corporation, as filed with the Secretary of State of the State of Indiana on October 19, 1998.

62. Amended and Restated Code of Bylaws of Automotive Finance Corporation, dated as of October 1, 1998.

63. Articles of Incorporation of Automotive Recovery Services, Inc (formerly ADESA Salvage, Inc.), as amended, as filed with the Secretary of State of the State of Indiana on January 16, 2001.

64. Code of Bylaws of Automotive Recovery Services, Inc., as amended, dated as of January 30, 2004.

65. Articles of Incorporation of AutoVIN, Inc., as filed with the Secretary of State of the State of Indiana on September 22, 1999.

66. Amended and Restated Code of Bylaws of AutoVIN, Inc., dated as of May 25, 2004.

67. Articles of Incorporation of PAR, Inc., as filed with the Secretary of State of the State of Indiana on December 23, 1997.

68. Amended and Restated Code of Bylaws of PAR, Inc., dated as of January 30, 2004.

69. Articles of Incorporation of AFC of Minnesota Corporation, as amended, as filed with the Secretary of State of the State of Minnesota on February 23, 2007.

70. Amended and Restated Code of Bylaws of AFC of Minnesota Corporation, dated as of February 23, 2007.

71. Articles of Organization of AFC to TN, LLC, as filed with the Department of State of the State of Tennessee on February 2, 2007.

Schedule IV: Authorization Documents of the Opinion Parties

See the resolutions attached hereto.

Schedule V: Good Standing Certificates for the Opinion Parties

1. Certificate of Existence issued by the Secretary of State of the State of Indiana, dated April 9, 2007, with respect to ADESA Corporation, LLC.

2. Certificate of Good Standing issued by the Secretary of State of the State of Louisiana, dated April 6, 2007 with respect to A.D.E. of Ark-La-Tex, Inc.

3. Certificate of Existence issued by the Secretary of State of the State of Tennessee dated April 13, 2007 with respect to A.D.E. of Knoxville, LLC.

4. Certificate of Good Standing issued by the Secretary of State of the State of Louisiana, dated April 6, 2007 with respect to ADESA Ark-La-Tex, LLC.

5. Certificate of Good Standing issued by the Department of Treasury of the State of New Jersey dated April 9, 2007 with respect to ADESA Atlanta, LLC.

6. Certificate of Good Standing issued by the Department of Revenue of the State of Alabama dated April 6, 2007 with respect to ADESA Birmingham, LLC.

7. Certificate of Existence issued by the Secretary of State of the State of North Carolina dated April 6, 2007 with respect to ADESA Charlotte, LLC.

8. Certificate of Good Standing issued by the Secretary of State of the State of Colorado dated April 4, 2007 with respect to ADESA Colorado, LLC.

9. Certificate of Existence issued by the Secretary of State of the State of Iowa dated April 6, 2007 with respect to ADESA Des Moines, LLC.

10. Certificate of Existence issued by the Secretary of State of the State of Florida, dated April 6, 2007 with respect to ADESA Florida, LLC.

11. Certificate of Existence issued by the Secretary of State of the State of Indiana, dated April 9, 2007, with respect to ADESA Indianapolis, LLC.

12. Certificate of Good Standing and Valid Existence issued by the Michigan Department of Labor and Economic Growth of the State of Michigan, dated April 9, 2007, with respect to ADESA Lansing, LLC.

13. Certificate of Existence issued by the Secretary of State of the State of Kentucky, dated April 6, 2007, with respect to ADESA Lexington, LLC.

14. Certificate of Existence issued by the Secretary of State of the State of Indiana, dated April 9, 2007, with respect to ADESA Mexico, LLC.

15. Certificate of Good Standing issued by the Secretary of State of the State of Missouri dated April 6, 2007 with respect to ADESA Missouri, LLC.

16. Certificate of Good Standing issued by the Treasurer of the Department of the Treasury of the State New Jersey, dated April 9, 2007 with respect to ADESA New Jersey, LLC.

17. Certificate of Existence issued by the Office of the Secretary of State of the State of Ohio dated April 6, 2007 with respect to ADESA Ohio, LLC.

18. Certificate of Good Standing issued by the Office of the Secretary of State of the State of Oklahoma dated April 6, 2007 with respect to ADESA Oklahoma, LLC.

19. Certificate of Good Standing issued by the Department of State of the Commonwealth of Pennsylvania, dated April 9, 2007 with respect to ADESA Pennsylvania, Inc.

20. Certificate of Good Standing issued by the Department of Treasury of the State of New Jersey dated April 9, 2007 with regard to ADESA Phoenix, LLC.

21. Certificate of Existence issued by the Secretary of State of the State of Indiana, dated April 9, 2007, with respect to ADESA-South Florida, LLC.

22. Certificate of Existence issued by the Secretary of State of the State of Indiana, dated April 9, 2007, with respect to ADESA Southern Indiana, LLC.

23. Certificate of Existence issued by the State Corporation Commission of the Commonwealth of Virginia dated April 9, 2007 with respect to ADESA Virginia, LLC.

24. Certificate of Existence/Authorization issued by the Secretary of State of the State of Washington dated April 5, 2007 with respect to ADESA Washington, LLC.

25. Certificate issued by the Secretary of State of the State of Wisconsin dated April 6, 2007 with respect to ADESA Wisconsin, LLC.

26. Certificate of Existence issued by the Office of the Secretary of State of the State of Ohio dated April 6, 2007 with respect to Asset Holdings III, L.P.

27. Certificate of Good Standing issued by the Treasurer of the Department of the Treasury of the State New Jersey, dated April 9, 2007 with respect to Auto Banc Corporation.

28. Certificate of Existence issued by the Secretary of the Commonwealth of the Commonwealth of Massachusetts dated April 5, 2007 with respect to Auto Dealers Exchange of Concord, LLC.

29. Certificate of Existence issued by the Secretary of State of the State of Tennessee dated April 13, 2007 with respect to Auto Dealers Exchange of Memphis, LLC.

30. Certificate of Existence issued by the Secretary of State of the State of Indiana, dated April 9, 2007, with respect to Automotive Finance Corporation.

31. Certificate of Existence issued by the Secretary of State of the State of Indiana, dated April 10, 2007, with respect to Automotive Recovery Services, Inc.

32. Certificate of Existence issued by the Secretary of State of the State of Indiana, dated April 9, 2007, with respect to AutoVin, Inc.

33. Certificate of Existence issued by the Secretary of State of the State of Indiana, dated April 9, 2007, with respect to PAR, Inc.

34. Certificate of Good Standing issued by the Secretary of State of the State of Minnesota, dated April 18, 2007, with respect to AFC of Minnesota Corporation.

35. Certificate of Existence issued by the Secretary of State of the State of Tennessee, dated April 18, 2007, with respect to AFC of TN, LLC.

Schedule VI: List of Jurisdictions

Entity	Jurisdiction(s)
ADESA Corporation, LLC	Indiana
A.D.E. of Ark-La-Tex, Inc.	Louisiana
A.D.E. of Knoxville, LLC	Tennessee
ADESA Ark-La-Tex, LLC	Louisiana
ADESA Atlanta, LLC	New Jersey, Georgia
ADESA Birmingham, LLC	Alabama
ADESA Charlotte, LLC	North Carolina
ADESA Colorado, LLC	Colorado
ADESA Des Moines, LLC	Iowa
ADESA Florida, LLC	Florida
ADESA Indianapolis, LLC	Indiana
ADESA Lansing, LLC	Michigan
ADESA Lexington, LLC	Kentucky
ADESA Mexico, LLC	Indiana
ADESA Missouri, LLC	Missouri
ADESA New Jersey, LLC	New Jersey
ADESA Ohio, LLC	Ohio
ADESA Oklahoma, LLC	Oklahoma
ADESA Pennsylvania, Inc.	Pennsylvania
ADESA Phoenix, LLC	New Jersey, Arizona
ADESA-South Florida, LLC	Indiana, Florida
ADESA Southern Indiana, LLC	Indiana
ADESA Virginia, LLC	Virginia
ADESA Washington, LLC	Washington
ADESA Wisconsin, LLC	Wisconsin
Asset Holdings III, L.P.	Ohio, Massachusetts, North Carolina, Tennessee
Auto Banc Corporation	New Jersey, Florida, Indiana
Auto Dealers Exchange of Concord, LLC	Massachusetts
Auto Dealers Exchange of Memphis, LLC	Tennessee
Automotive Finance Corporation	Indiana, Alabama, Arkansas, Arizona, California, Florida, Georgia, Kentucky, Louisiana, Maine, Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Nebraska, New Jersey, North Carolina, North Dakota, Oklahoma, Oregon, Pennsylvania, South Carolina, South Dakota, Tennessee, Washington, West Virginia, Wisconsin

Automotive Recovery Services, Inc.	Indiana, California, Florida, Maine, Massachusetts, New Hampshire, New Jersey, New York, North Carolina, Oregon, Rhode Island, Vermont
AutoVIN, Inc.	Indiana, Alabama, Alaska, Arkansas, Arizona, California, Colorado, Connecticut, Delaware, DC, Florida, Georgia, Idaho, Illinois, Iowa, Kansas, Kentucky, Louisiana, Massachusetts, Michigan, Minnesota, Mississippi, Nebraska, New Hampshire, New Jersey, New York, North Carolina, North Dakota, Ohio, Oklahoma, Oregon, Pennsylvania, South Carolina, South Dakota, Tennessee, Texas, Utah, Vermont, Washington, Wisconsin, Wyoming
PAR, Inc.	Indiana
AFC of Minnesota Corporation	Minnesota
AFC of TN, LLC	Tennessee

Schedule VII: Actions, Suits and Proceedings

FTC Matters

On March 28, 2007, the stockholders of the Company approved the adoption of the Merger Agreement with AcquisitionCo and announced that the Merger is expected to close in late April. Holdings and the Company have received voluntary requests for information relating to a Federal Trade Commission (“FTC”) review of Holding’s proposed acquisition of all the voting securities of the Company. The outcome of the FTC review cannot be predicted, including whether the FTC will seek to require any divestiture or separation of any operations.

Litigation Regarding the Merger

On January 12, 2007, a stockholder class action complaint was filed against the Company, its directors and certain other parties in the Delaware Court of Chancery, and an amended complaint was filed on February 8, 2007. The amended complaint purported to be a class action filed on behalf of the Company’s stockholders and contained various allegations, including that the Company’s directors breached their fiduciary duties to its stockholders by, among other things, failing to maximize stockholder value in connection with the Merger, giving certain equity sponsors an unfair advantage by impairing the ability of other potential acquirors to bid for the company and failing to disclose material information concerning the Merger in the proxy statement. The amended complaint further alleged that such equity sponsors aided and abetted the actions of the Company’s directors in breaching their fiduciary duties to its stockholders. The amended complaint sought, among other things, an injunction against the consummation of the Merger, an unspecified amount of damages and the payment of plaintiff’s fees and costs. On February 15, 2007, plaintiff moved for expedited proceedings which the defendants opposed. On February 28, 2007, the Delaware Court of Chancery issued a letter opinion which granted plaintiff’s motion to a limited extent.

On March 9, 2007, the Company agreed in principle with the plaintiff to settle the lawsuit, which settlement may result in attorneys fees and expenses to be paid by the Company. The settlement will be subject to customary conditions, including execution of a formal settlement agreement, court approval following notice to members of the proposed settlement class, and consummation of the Merger.

Schedule VIII: Mortgages

1. Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing for Commercial Purposes by ADESA Birmingham, LLC for the benefit of Bear Stearns Corporate Lending Inc. to be recorded in St. Clair County, Alabama

2. Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing for Commercial Purposes by ADESA Colorado, LLC for the benefit of Bear Stearns Corporate Lending Inc. to be recorded in El Paso County, Colorado

3. Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing for Commercial Purposes by ADESA Florida, LLC for the benefit of Bear Stearns Corporate Lending Inc. to be recorded in Duval County, Florida

4. Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing for Commercial Purposes by ADESA Florida, LLC for the benefit of Bear Stearns Corporate Lending Inc. to be recorded in Hillsborough County, Florida

5. Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing for Commercial Purposes by ADESA Florida, LLC for the benefit of Bear Stearns Corporate Lending Inc. to be recorded in Seminole County, Florida

6. Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing for Commercial Purposes by ADESA Florida, LLC for the benefit of Bear Stearns Corporate Lending Inc. to be recorded in Manatee County, Florida

7. Mortgage, Assignment of Rents and Leases, Security Agreement, and Fixture Filing by ADESA Des Moines, LLC for the benefit of Bear Stearns Corporate Lending Inc. to be recorded in Polk County, Iowa

8. Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing for Commercial Purposes by ADESA Southern Indiana, LLC for the benefit of Bear Stearns Corporate Lending Inc. to be recorded in Bartholomew County, Indiana

9. Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing for Commercial Purposes by ADESA Indianapolis, LLC for the benefit of Bear Stearns Corporate Lending Inc. to be recorded in Hendricks County, Indiana

10. Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing for Commercial Purposes by ADESA Lexington, LLC for the benefit of Bear Stearns Corporate Lending Inc. to be recorded in Fayette County, Kentucky

11. Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing for Commercial Purposes by Asset Holdings III, L.P. for the benefit of Bear Stearns Corporate Lending Inc. to be recorded in Middlesex County, Massachusetts

12. Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing for Commercial Purposes by Auto Dealers Exchange of Concord, LLC for the benefit of Bear Stearns Corporate Lending Inc. to be recorded in Middlesex County, Massachusetts

13. Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing for Commercial Purposes by ADESA New Jersey, LLC for the benefit of Bear Stearns Corporate Lending Inc. to be recorded in Somerset County, New Jersey

14. Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing for Commercial Purposes by Asset Holdings III, L.P. for the benefit of Bear Stearns Corporate Lending Inc. to be recorded in Mecklenburg County, North Carolina

15. Open-End Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing for Commercial Purposes by ADESA Ohio, LLC for the benefit of Bear Stearns Corporate Lending Inc. to be recorded in Warren County, Ohio

16. Open-End Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing for Commercial Purposes by ADESA Ohio, LLC for the benefit of Bear Stearns Corporate Lending Inc. to be recorded in Summit County, Ohio

17. Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing for Commercial Purposes by ADESA Oklahoma, LLC for the benefit of Bear Stearns Corporate Lending Inc. to be recorded in Tulsa County, Oklahoma

18. Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing for Commercial Purposes by Asset Holdings III, L.P. for the benefit of Bear Stearns Corporate Lending Inc. to be recorded in Knox County, Tennessee

19. Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing for Commercial Purposes by Auto Dealers Exchange of Memphis, LLC for the benefit of Bear Stearns Corporate Lending Inc. to be recorded in Shelby County, Tennessee

20. Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing for Commercial Purposes by ADESA Washington, LLC for the benefit of Bear Stearns Corporate Lending Inc. to be recorded in King County, Washington

EXHIBIT F-3

FORM OF LEGAL OPINION OF SIDNEY KERLEY, CORPORATE COUNSEL OF IAAI

April 20, 2007

Each Party Identified

    On Schedule I hereto

Re: Insurance Auto Auctions, Inc.

Ladies and Gentlemen:

I am the Senior Vice President and General Counsel of Insurance Auto Auctions, Inc., an Illinois corporation (the “Company”), and I am familiar with the subsidiaries of the Company listed on Schedule II hereto (together with the Company, each an “Opinion Party” and collectively, the “Opinion Parties”).

This opinion is being delivered pursuant to Section 6.1(f) of the Credit Agreement (as defined below).

In rendering the opinions set forth herein, I have examined and relied on originals or copies of the following:

(a) the Credit Agreement, dated as of the date hereof (the “Credit Agreement”), among the KAR Holdings, Inc. (the “Borrower”), KAR Holdings II, LLC (“Holdings”), the several banks and other financial institutions or entities party thereto (the “Lenders”), Bear Stearns Corporate Lending Inc., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and the other agents party thereto;

(b) the Notes, if any, dated as of the date hereof;

(c) the Guarantee and Collateral Agreement, dated as of the date hereof, made by the Borrower and the Guarantors in favor of the Administrative Agent (the “Guarantee and Collateral Agreement”);

(d) the Intellectual Property and Security Agreement, dated as of the date hereof (the “Intellectual Property and Security Agreement”), between the Borrower and the Administrative Agent;

(e) a certified copy of the Articles of Incorporation, Certificate of Incorporation, Certificate of Formation or other formation document, as applicable, of each Opinion Party;

(f) a copy of the By-laws, LLC Agreement or other governing agreement, as applicable, of each Opinion Party, certified by the Secretary of each such Opinion Party as of the date hereof;

(g) a copy of certain resolutions of the Board of Directors, Managing Member or Members, as applicable of each Opinion Party, certified by the Secretary of each Opinion Party as of the date hereof;

(h) certificates, dated as of a recent date hereof, and a facsimile bringdown thereof, dated as of the date hereof from the Secretary of State of the jurisdiction of organization for each Opinion Party of such Opinion Party’s existence and good standing in such jurisdiction of organization; and

(i) such other documents as I have deemed necessary or appropriate as a basis for the opinions set forth below.

I am admitted to the bar in the State of Illinois, and I do not express any opinion as to the laws of any other jurisdiction other than the laws of the State of Illinois. To the extent that the laws of any other jurisdiction govern the Transaction Documents or any other matter referred to below, I have assumed that the laws of such jurisdiction are identical to the laws of the State of Illinois.

In my examination, I have assumed the legal capacity of all natural persons, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as certified, conformed, facsimile or photostatic copies, and the authenticity of the originals of such copies. In making my examination of documents executed or to be executed by parties other than the Opinion Parties, I have assumed that such parties had the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and execution and delivery by such parties of such documents and that such documents constitute the valid, binding and enforceable obligations of such parties. As to any facts material to the opinions expressed herein which I did not independently establish or verify, I have relied upon oral or written statements and representations of officers and other representatives of the Opinion Parties, public officials and others.

Capitalized terms used herein and not otherwise defined herein shall have the same meanings herein as ascribed thereto in the Credit Agreement. The Credit Agreement, the Notes and the Guarantee and Collateral Agreement shall hereinafter be referred to collectively as the “Transaction Documents.” “Applicable Laws” shall mean those laws, rules and regulations which, in my experience, are normally applicable to transactions of the type contemplated by the Transaction Documents, without my having

2

made any special investigation as to the applicability of any specific law, rule or regulation, and which are not the subject of a specific opinion herein referring expressly to a particular law or laws. “Governmental Approval” means any consent, approval, license, authorization or validation of, or filing, recording or registration with, any governmental authority pursuant to the Applicable Laws of the jurisdiction of organization for each Opinion Party.

Based upon the foregoing and subject to the limitations, qualifications, exceptions and assumptions set forth herein, I am of the opinion that:

1. Each of the Opinion Parties has been duly organized under the laws of its jurisdiction of organization. Each Opinion Party is validly existing and in good standing (to the extent such concept is applicable in the applicable jurisdiction) under the laws of its jurisdiction of organization. Each Opinion Party is qualified and in good standing (to the extent such concept is applicable in the applicable jurisdiction) to do business in every jurisdiction where such qualification is required, except in such jurisdictions where the failure to so qualify or be in good standing, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

2. Each Opinion Party has the requisite power and authority to execute, deliver and perform all of its obligations under each of the Transaction Documents (to which it is a party) under the laws of the jurisdiction of organization for such Opinion Party. The execution and delivery by each Opinion Party of each of the Transaction Documents (to which it is a party) and the consummation by such Opinion Party of the transactions contemplated thereby have been duly authorized by all requisite corporate or limited liability company action, as applicable, on the part of each Opinion Party, under the laws of the jurisdiction of organization for such Opinion Party. Each Opinion Party has duly executed and delivered each of the Transaction Documents in which it is identified as a signatory party.

3. The execution and delivery by each Opinion Party of each of the Transaction Documents and the performance by each Opinion Party of its obligations under each of the Transaction Documents, each in accordance with its terms, do not conflict with the respective Organizational Documents of such Opinion Party or require any notice to, filing with or approval by any Governmental Authority.

4. There are no actions, suits or proceedings at law or in equity by or before any Governmental Authority now pending or, to my knowledge, overtly threatened against or affecting any Opinion Party or any business, property or rights of any Opinion Party (i) that involve any Transaction Document or (ii) could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, except for those matters disclosed on the applicable schedules to the Credit Agreement.

This opinion is being furnished only to you in connection with the Transaction Documents and is solely for your benefit and is not to be used, circulated, quoted or otherwise referred to for any other purpose or relied upon by any other person

3

or entity for any purpose without my prior written consent; provided that each Lender under the Credit Agreement as of the date hereof and each assignee of such Lender that hereafter becomes a “Lender” under the Credit Agreement pursuant to the assignment provisions incorporated by reference in Section 11.6(b) thereof may rely on this Opinion with the same effect as if it was originally addressed to such assignee.

Very truly yours,

Sidney L. Kerley

4

Schedule I: Lenders

Bear Stearns Corporate Lending Inc.,

    as Swingline Lender and Administrative Agent

and

UBS Securities LLC, as Syndication Agent

and

Each Lender that is a signatory to the Credit Agreement as of the date hereof

5

Schedule II: Group I Subsidiaries

Auto Disposal Systems, Inc. (Ohio)

ADS Priority Transports, Ltd. (Ohio)

ADS Ashland, LLC (Ohio)

6

EXHIBIT F-4

FORM OF LEGAL OPINION OF OSLER, HOSKIN & HARCOURT LLP

April 20, 2007

Bear Stearns Corporate Lending Inc.

383 Madison Avenue

New York, NY 10179

Dear Sirs and Mesdames:

Guarantee and Collateral Agreement (the “Collateral Agreement”) in favour of Bear Stearns Corporate Lending Inc., as administrative agent (the “Agent”) dated April 20, 2007

We have acted as Ontario counsel to Automotive Finance Canada Inc. (the “Company”) in connection with credit facilities extended by the Lenders (as such term is defined in the Collateral Agreement) to KAR Holdings, Inc. pursuant to a credit agreement dated April 20, 2007 among KAR Holdings II, LLC, the Borrower, the Agent, the Lenders and others.

A. Documentation

As such counsel, we have examined an executed copy of the Collateral Agreement.

B. Jurisdiction

We are solicitors qualified to practise law in the Province of Ontario and, we express no opinion as to any laws or any matters governed by any laws other than the laws of the Province of Ontario and the federal laws of Canada applicable in the Province of Ontario (“Applicable Law”).

C. Scope of Examinations

In connection with the opinions expressed in this letter, we have considered such questions of law and examined such public and corporate records, certificates and other documents and conducted such other examinations as we have considered necessary for the purposes of the opinions expressed in this letter.

D. Assumptions and Reliances

In expressing the opinions in paragraph E.1, we have relied solely upon a certificate of status issued by Ministry of Government Services for Ontario dated April 19, 2007, a copy of which is attached as Schedule A, and assume that a similar certificate bearing today’s date could be obtained if requested.

In expressing the opinions in paragraph E.2 and E.3, we have relied on the officer’s certificate of Cameron Hitchcock, the President of the Company (the “Officer’s Certificate”). A copy of the Officer’s Certificate is attached as Schedule B.

For purposes of the opinions expressed in this letter, we have assumed:

(a) the legal capacity of all individuals, the genuineness of all signatures and the authenticity of all documents submitted to us as originals and the conformity it, authentic original documents of all documents submitted to us as copies; and

(b) that statements set forth in all certificates supplied, or otherwise conveyed to us, by public officials and in the Officer’s Certificate are true.

E. Opinions

On the basis of the foregoing , we are of the opinion that:

1. The Company is a corporation existing under the laws of Ontario.

2. The authorized share capital of the Company consists of an unlimited number of common shares of which 1,000 common shares have been validly issued and are outstanding as fully paid and non-assessable. The Automotive Finance Corporation (“AFC”) is the registered owner of 1,000 common shares (the “Securities”).

3. All necessary corporate action has been taken by the Company to authorize the pledge by AFC of 65% the Securities (the “Pledged Securities”) contemplated by the Collateral Agreement, including the transfer of the Pledged Securities to the Agent and any transfer of the Pledged Securities by the Agent in connection with any enforcement of the Collateral Agreement by the Agent. We express no opinion, however, as to the ability of the directors of the Company to authorize the future transfer of the Pledged Securities nor to bind a future board of directors of the Company to such transfer.

4. If the Pledged Securities are certificated securities in registered form:

(a) the validity of a security interest in the Pledged Securities shall be governed by the laws of the State of New York, provided that the Pledge Securities are located in the State of New York at the time of attachment; under Applicable Law, “attachment” occurs when (i) value has been given, (ii) AFC has rights in the Pledged Securities, and (iii) the Agent or a person on behalf of the Agent (other than a securities intermediary) acquires possession of the Pledged Securities on behalf of the Agent pursuant to the Collateral Agreement;

(b) so long as the Pledged Securities are located in the State of New York, the perfection, the effect of perfection or of nonperfection and the priority of a security interest in the Pledged Securities shall be governed by the laws of the State of New York; and

2

(c) if the Pledged Securities are located in the State of New York at the time of attachment, so long as the Pledged Securities are located in the State of New York, no filing or other action is required under Applicable Law in order to create or perfect the Agent’s security interest in the Pledged Securities.

5. The Agent will not, under Applicable Law, be required to qualify to do business or otherwise subject to any regulation or tax, solely by reason of its acceptance and perfection of a pledge of the Pledged Securities. We express no opinion, however, on whether such requirements, regulation or tax may be applicable in respect of the Agent receiving any dividends or other benefits in respect of the Pledged Securities, enforcing its rights or remedies under the Collateral Agreement in respect of the Pledged Securities or otherwise trading or dealing in respect of the Pledged Securities .

The opinions expressed in this opinion letter are given solely for the benefit of the Agent and the Lenders and their respective its successors and permitted assigns under the Collateral Agreement in connection with the transactions referred to in this opinion letter, and may not, in whole or in part, be relied upon by or shown or distributed to any other person.

Yours very truly,

3

EXHIBIT F-5

FORM OF LEGAL OPINION OF BLACKWELL SANDERS PEPER MARTIN LLP

April 20, 2007

To the parties listed on Schedule I hereto

RE: Perfection of a Security Interest; Missouri

Ladies and Gentlemen:

We have acted as special Missouri counsel for ADESA Missouri, LLC (the “Client”) and we are rendering this opinion in connection with its execution and delivery of a Guarantee and Collateral Agreement dated as of the date hereof (the “Guarantee”) in favor of Bear Stearns Corporate Lending Inc. as administrative agent for certain lenders (in such capacity, the “Secured Party”).

We are not general counsel to the Client and are not generally familiar with the organizational proceedings of the Client, the operation, management, use or other dealings with the property of the Client or the transaction underlying the Guarantee (the “Transaction”) or the documents related thereto (the “Transaction Documents”) other than the Guarantee and have relied upon the accuracy of a Certificate of Good Standing issued by the Secretary of State of Missouri dated April 18, 2007.

Section 1 For purposes of this opinion we have reviewed a copy of the Guarantee identified to us as a true copy of the original as signed. We have also reviewed the financing statement attached hereto as Exhibit 1 (the “Financing Statement”).

Section 2 Based on the foregoing and in reliance thereon and on the assumptions and subject to the qualifications and limitations set forth in this opinion, we are of the opinion that filing the Financing Statement in the Office of the Secretary of State of Missouri will perfect the security interest in that portion of the collateral described in the Financing Statement, excluding fixtures, that can be perfected by the filing of a financing statement in the State of Missouri under Article 9 of the Missouri Uniform Commercial Code (the “Missouri UCC”).

Section 3 Our opinion is based on the assumptions (upon which we have relied with your consent) and subject to the qualifications and limitations, set forth in this letter, including the following:

3.1. We express no opinion as to any laws other than the laws of the state of Missouri and have assumed the law of any other jurisdiction which may apply to the Transaction or Transaction Documents is the same as the law of Missouri. We express no opinion as to the effect on the Transaction of local law which shall include charters, ordinances, administrative opinions and rules and regulations of cities, counties, towns, municipalities and special political subdivisions (whether created or enabled through legislative action at the federal, state or regional level).

3.2. We have assumed that the Client has granted to the Secured Party a valid, binding and enforceable security interest in the collateral indicated in the Financing Statement. We express no opinion regarding the existence or good standing of the Client or the validity, enforceability or authorization of any of the Transaction Documents.

3.3. We have made no examination of, and express no opinion as to, title to any of the properties described in the Guarantee.

3.4. Our opinion is limited to Article 9 of the Missouri UCC, and therefore does not address: (i) laws of jurisdictions other than of Missouri, or of Missouri other than the Missouri UCC, or (ii) collateral of a type not subject to the Missouri UCC. We express no opinion with respect to any Article 9 Collateral of a type described in Section 9-301(3)(A) and (B), 9-301(4), 9-303, 9-304, 9-305(a)(2) through (4) and 9-306 of the Missouri UCC. We express no opinion with respect to the perfection of a security interest in or transfer of any Article 9 Collateral with respect to which a security interest or transfer cannot be perfected by the filing of a financing statement under the Missouri UCC; without limiting the foregoing, we note that under Section 9-313(a) of the Missouri UCC, a security interest in money can be perfected only by the secured party’s taking possession, except to the extent that such money constitutes proceeds of collateral, in which event such perfection shall be subject to the limitations set forth in Section 9-315 of the Missouri UCC.

3.5. The Missouri UCC requires the periodic filing or recording of continuation statements in the offices where the original filings or recordings were made, not more than six (6) months prior to, and not later than, the expiration of the five (5) year period from the date of filing or recording of the Financing Statement and the expiration of each subsequent five (5) year period after the original filing or recording, in order to maintain the Financing Statement in effect. The security interests in, and the continuation of perfection of the security interests in, proceeds are limited to the extent set forth in Section 9-315 of the Missouri UCC.

3.6. We call to your attention that the Financing Statement as filed will become ineffective as to any collateral acquired by the Client more than four (4) months after Client changes its name so as to make the Financing Statement seriously misleading unless new appropriate financing statements indicating the new name of the grantor are properly filed before the expiration of such four (4) months.

3.7. This opinion is limited to the matters specifically stated in this letter, and no further opinion is to be implied or may be inferred beyond the opinions specifically stated

herein. Unless otherwise stated herein, we have made no independent investigation regarding factual matters. This opinion is based solely on the state of the law as of the date of this opinion, and we specifically disclaim any obligation to monitor any of the matters stated in this opinion or to advise the persons entitled to rely on this opinion of any change in law or fact after the date of this opinion which might affect any of the opinions stated herein.

3.8. This opinion is being furnished only to you in connection with the filing of the Financing Statement and is solely for your benefit and is not to be used, circulated, quoted or otherwise referred to for any other purpose or relied upon by any other person or entity for any purpose without our prior written consent, provided that we hereby consent to this opinion being relied upon by Assignees (as defined in the Credit Agreement, which is defined in the Guarantee) becoming Lenders (as defined in the Credit Agreement, which is defined in the Guarantee) pursuant to Section 11.6(b) of the Credit Agreement or persons becoming Lenders pursuant to Section 11.17 of the Credit Agreement, in each case after the date hereof as if addressed to such Lenders on the date hereof.

Yours very truly,

BLACKWELL SANDERS PEPER MARTIN LLP

Schedule I

Addressees

Bear Stearns Corporate Lending Inc.

EXHIBIT 1

Financing Statement

EXHIBIT F-6

FORM OF LEGAL OPINION OF HEROLD AND HAINES, P.A.

April 20, 2007

Bear Stearns Corporate Lending Inc.

383 Madison Avenue

New York, NY 10179

Re: Loan (the “Loan”), in the original principal amount of up to $1,865,000,000 made by the lenders (the “Lenders”) party from time to time to that certain Credit Agreement (the “Credit Agreement”), by and among Kar Holdings, Inc. (the “Borrower”), Kar Holdings II, LLC as Loan Guarantor, certain Subsidiaries of the Borrower, as Guarantors (the “Guarantors”), the Lenders party thereto from time to time, Bear Stearns Corporate Lending Inc., as Administrative Agent (the “Agent”), Goldman Sachs Credit Partners L.P. and Deutsche Bank Securities Inc. as Co-Documentation Agents, Bear Stearns & Co. Inc., UBS Securities LLC and Goldman Sachs Credit Partners L.P., as joint bookrunners, and Bear Stearns & Co. Inc. and UBS Securities LLC, as co-lead arrangers, dated as of April 20, 2007

Ladies and Gentlemen:

We have acted as special local counsel for the Borrower in connection with the Loan. All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement.

In rendering the opinions expressed below, we have examined the original, or copies certified or otherwise authenticated to our satisfaction, of the documents set forth below and such other certificates, documents and materials as we have deemed necessary as a basis for such opinions. Except as otherwise noted, all of the following documents are dated as of the date hereof.

1. Mortgage, Assignment of Leases and Rents, Security Agreement, and Fixture Filing for Commercial Purposes, made by ADESA New Jersey, LLC (the “Mortgagor”) to the Agent (the “Mortgage”);

2. Credit Agreement;

Bear Stearns Corporate Lending Inc.

April 20, 2007

Page 2

3. Guarantee and Collateral Agreement made by Kar Holdings II, LLC and Kar Holdings, Inc. and certain of its subsidiaries to the Agent (“Guarantee and Collateral Agreement”); and

4. UCC Financing Statements naming each of ADESA New Jersey, LLC, ADESA Atlanta, LLC, ADESA Phoenix, LLC, and Auto Banc Corporation, as debtors, and the Agent, as secured party (collectively the “Financing Statements”).

The documents listed above are sometimes collectively referred to herein as the “Loan Documents”.

For purposes of this opinion, we have, with your permission, assumed without independent investigation (a) the genuineness of all signatures, (b) the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies, (c) the legal capacity of each natural person, (d) no modification of any provision of any documents and no waiver of any right or remedy, and (e) the truthfulness of each statement as to any factual matter contained in any of the Loan Documents. In making our examination of the Loan Documents executed by entities other than the Borrower, Mortgagor and the Guarantors, we have assumed that each of those other entities had the power to enter into and perform all their respective obligations under them, and have also assumed the authorization by each of those other entities of all requisite action and the due execution and delivery of those documents by each other entity.

We have also assumed, with your permission, that each of the Borrower, Mortgagor and the Guarantors is validly organized and existing and in good standing in the jurisdiction of its incorporation or formation and has the power to enter into and perform all their respective obligations under the Loan Documents, and have also assumed the authorization by each of the Borrower, Mortgagor and the Guarantors of all requisite action and the due execution and delivery of those documents by each of the Borrower, Mortgagor and the Guarantors. We have further assumed that each of the Financing Statements contains a valid address of the Agent from which information concerning the security interest referenced thereby may be obtained and a valid mailing address of the debtor.

We have also assumed, with your permission, that the Mortgage does not encumber property which is a one to four family residential property, that the Mortgage is not the primary security for the Obligations and that, absent the occurrence of an Event of Default, the Lenders are obligated to make the advances requested under the Revolving Loans.

We have been retained as special local counsel for the Borrower, Mortgagor and the Guarantors in connection with the consummation of the transactions contemplated under the Loan Documents. We have not acted as counsel to the Borrower, Mortgagor or counsel to any of the Guarantors. Therefore, no inference as to our knowledge can or should be drawn from any prior representation of the Borrower, Mortgagor or the Guarantors.

Bear Stearns Corporate Lending Inc.

April 20, 2007

Page 3

In rendering the opinions set forth herein, we have not reviewed any of the files and other records of the Borrower, Mortgagor or the Guarantors or of any court or other governmental authority, or of any of our files or records. Whenever our opinion refers to the existence or absence of facts based on our knowledge or awareness, it is intended to signify that during our representation of the Borrower, Mortgagor and the Guarantors as special local counsel in connection with the Loan no information has come to our attention which would give us actual knowledge of the existence or absence of such facts.

Based upon the foregoing, we are of the opinion that:

1. Except for filings which are necessary to perfect the security interests granted under the Loan Documents and such other filings, authorizations or approvals as are specifically contemplated by the Loan Documents, no authorizations or approvals of, and no filings with, any governmental or regulatory authority or agency of the United States or the State of New Jersey (the “State”) are necessary for the execution, delivery or performance of the Mortgage by the Mortgagor.

2. The Mortgage constitutes the legal, valid and binding obligation of the Mortgagor and is enforceable against the Mortgagor in accordance with its terms.

3. The execution and delivery by the Mortgagor of the Mortgage and the consummation of the transactions contemplated thereby do not conflict with or violate any federal or State law, rule, regulation or ordinance applicable to the Mortgagor.

4. The choice of law provisions contained in the Mortgage will be upheld and enforced by the courts of the State and Federal courts sitting in and applying the laws of the State. In this regard, the amounts to be received by Lenders as interest in respect of the Note and under the Credit Agreement constitute lawful interest under the laws of the State and are neither usurious nor illegal.

5. The Mortgage to be recorded in the State is in form satisfactory for recording. The recording of the Mortgage in the office of the Register for the County of Somerset, State of New Jersey, is the only recording or filing necessary to publish notice of and to establish of record the rights of the parties thereto and to perfect the liens and security interests granted by Mortgagor pursuant to the Mortgage in the real property (including fixtures) covered thereby. The Mortgage to be recorded in the office of the Register for the County of Somerset, State of New Jersey creates valid security interests in favor of Agent in the fixtures to the extent the Uniform Commercial Code as in effect in the State (the “UCC”) is applicable thereto, as security for the payment or performance of the obligations specifically covered by such Mortgage. Upon the execution and delivery of such Mortgage, such liens and security interests shall be created and upon the recording and filing of the Mortgage as aforesaid, such liens and security interests shall be perfected. No documents or instruments other than those referred to in this paragraph need be recorded, registered or filed in any public office in the State in order to publish notice of the applicable Mortgage or to perfect such liens and security interests or for the validity or enforceability of any of the Loan Documents or to permit Lenders to enforce their rights thereunder in the courts of the State.

Bear Stearns Corporate Lending Inc.

April 20, 2007

Page 4

6. Except for a recording fee for the mortgage pursuant to N.J.S.A. 22A:4-4.1 and a filing fee for the Financing Statements, no recording, filing, privilege or other tax must be paid by either the Borrower, Mortgagor or Lenders in connection with the execution, delivery, recordation or enforcement of any of the Loan Documents.

7. The Loan, as made, will not violate any applicable usury laws of the State, or other applicable laws regulating the interest rate, fees and other charges that may be collected with respect to the Loan.

8. It is not necessary for Lenders to qualify to do business in the State solely to make the Loan. In order to enforce the provisions of the Loan Documents in the courts of the State, the Lenders may have to comply with the provisions of the Corporate Business Activities Reporting Act, N.J.S.A. 14A:13-1 et seq. and file an Activities Report and meet the conditions of N.J.S.A. 14A:13-20c(2). The making of the Loan and enforcement of the provisions of the Loan Documents will not result in the imposition upon Lenders of any taxes of the State, or any subdivision thereof in which the applicable Mortgaged Property is located (including, without limitation, franchise, license, tax on interest received or income taxes), other than taxes which might be due under the Corporation Income Tax Act, N.J.S.A. 54:10E-1 et seq. and taxes which Lenders, if and when they become the actual and record owner of such Mortgaged Property, by reason of power of sale or foreclosure under the applicable Mortgage or by deed in lieu of foreclosure, would be required to pay. Lenders are not in violation of any banking law of the State by carrying out the transactions contemplated by the Loan Documents.

9. The foreclosure of the Mortgage to be recorded in the State, exercise of Agent’s power of sale, or exercise of any other remedy provided in the Mortgage will not in any manner restrict, affect or impair the liability of Borrower with respect to the indebtedness secured thereby or the rights and remedies of Agent with respect to the foreclosure or enforcement of any other security interests or liens securing such indebtedness, to the extent any deficiency remains unpaid after application of the proceeds of the foreclosure of such Mortgage, exercise of such power of sale or as a result of the exercise of any other remedy.

10. The Mortgage contains the terms and provisions necessary to enable Agent, following a default under the Mortgage, to exercise the remedies that are customarily available to a lienholder under the laws of the State.

11. The priority of the lien of the Mortgage to be recorded in the State in respect of all advances or extensions of credit made by Lenders under the Credit Agreement on, before or after the date on which such Mortgage is recorded in the appropriate recording office referred to in Paragraph 5 above will be determined by the date of such recording.

Bear Stearns Corporate Lending Inc.

April 20, 2007

Page 5

12. The priority of the lien of the Mortgage will not be affected by (a) any prepayment of a portion of the Loan, or (b) any increase in or reduction of the outstanding amount of the Loan from time to time.

13. The Mortgage creates valid security interests in favor of Agent in the Personalty, Fixtures, Plans, Leases, Rents and Property Agreements (as such terms are defined in the Mortgage) to the extent the UCC is applicable thereto, as security for the payment or performance of the Obligations (as defined in such Mortgage).

The security interests described in this Paragraph 13 are referred to as the “Security Interests.”

14. Each of the Financing Statements is in proper form so as to comply with the State of New Jersey filing requirements and, upon due completion and filing thereof in the Office of the Treasurer of the State of New Jersey, Division of Revenue, will perfect the security interests in favor of the Agent for the benefit of the Lenders created by the Guarantee and Collateral Agreement in the collateral described on the Financing Statements to the extent a security interest in such collateral can be perfected under the UCC by the filing of a financing statement in that office. We express no opinion as to the priority of the interest which is perfected by the filing of the Financing Statements. The filing of the Financing Statements in the Office of Treasurer of the State of New Jersey, Division of Revenue, is the only filing or recording necessary to perfect such security interest in favor of the Agent for the benefit of the Lenders except for continuation statements which are required to be filed within six months prior to the expiration of five years from the date of the filing of the Financing Statements.

Our opinions as expressed in paragraph 2 above are subject to the following qualifications and limitations:

(a) After the purchase of the Mortgaged Property at a foreclosure sale, occupants of the Mortgaged Property who have a lease which is not subordinate to the Mortgage and who are not in default under said lease may only be required to deliver possession of the Mortgaged Property if they have been a party to the foreclosure action.

(b) After the purchase of the Mortgaged Property at a foreclosure sale, the Mortgagor will have a right to redeem the Mortgaged Property for ten (10) days after the foreclosure sale.

In rendering the opinions expressed in paragraph 14 above, we have assumed the following:

(a) The collateral identified on the Financing Statements has not lost and will not lose its identity by manufacture, processing, assembling or commingling into another product or mass.

Bear Stearns Corporate Lending Inc.

April 20, 2007

Page 6

(b) Neither the execution and delivery of the Loan Documents, nor the consummation of the transactions therein contemplated nor compliance with the terms and provisions thereof will contravene any provision of the law, rules or regulations to which the Borrower, Mortgagor or the Guarantors is subject or its Articles of Incorporation or By-Laws, or will violate the terms of any agreement, indenture, note or other instrument which is binding upon the Borrower, Mortgagor and the Guarantors or will require any action by the shareholders or members of the Borrower, Mortgagor and the Guarantors.

(c) No action or non-action by any governmental commission, bureau or agency having jurisdiction over the Borrower, Mortgagor and the Guarantors is required in connection with the execution, deliver and performance of the Loan Documents.

(d) The Lenders have given value to the Borrower prior to or contemporaneously with the time that the Loan Documents were executed and delivered.

(e) None of the collateral identified on the Financing Statements is consumer goods, or equipment used in farming operations, or farm products, crops, timber to be cut, or minerals or the like (including oil and gas) or accounts resulting from the sale thereof.

(f) Each of the debtors identified on the Financing Statements is an entity organized under the laws of the State of New Jersey.

Our opinions as expressed in paragraph 14 above are subject to the following qualifications and limitations:

(i) The perfection of the security interest may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws and equitable principles generally affecting the rights of creditors.

(ii) There can be no valid security interest in any collateral until such time as the Agent actually obtains rights in said collateral.

Our opinions expressed above are subject to the following qualifications:

(a) We express no opinion as to any Borrower’s or Mortgagor’s right in or title to any of the Collateral.

(b) Such opinion as to perfection of the Security Interests and the security interest granted pursuant to the Guarantee and Collateral Agreement are subject to the assumption that Agent has not waived, subordinated or agreed with any third party to any modification of the perfection of any of the Security Interests and the security interest granted pursuant to the Guarantee and Collateral Agreement.

Our opinion is limited to the date hereof, and we do not undertake to advise you of any facts or circumstances occurring or coming to our attention subsequent to the date hereof. Where opinions expressed and are based on our “knowledge,” that refers only to actual, not constructive, knowledge as of the date hereof.

Bear Stearns Corporate Lending Inc.

April 20, 2007

Page 7

We express no opinion as to the applicability of any law of any jurisdiction relating to preferential or fraudulent transfers and obligations or as to the perfection or priority of any security interest or lien created under the Loan Documents. We express no opinion with respect to the legality, validity, binding effect or enforceability of (a) any self-help provisions; (b) provisions for the enforceability of the remaining terms and provisions of an agreement or instrument in circumstances in which certain terms and provisions of the agreement or instrument are illegal or unenforceable; (c) provisions related to waiver of remedies (or the delay or omission of enforcement of remedies), disclaimers, liability limitations, limitations on your obligations in circumstances in which a failure of condition or default by any obligor is not material, releases or waivers of legal or equitable rights or discharge of defenses, or reimbursement or indemnification in circumstances in which the person seeking reimbursement or indemnification has breached its duties under the applicable agreement or instrument or otherwise or itself has been negligent; (d) provisions related to your ability to accelerate the date of payment or foreclose on collateral in circumstances in which there has not been a material default by an obligor, or in circumstances in which a default has been cured within a reasonable time; (e) provisions related to the imposition of a prepayment fee in circumstances where a Lender has declared an obligation due and payable by reason of a default by the Borrower, Mortgagor or the Guarantor; (f) provisions related to the Borrower’s, Mortgagor’s or the Guarantor’s waiver of rights granted to the Borrower, Mortgagor or the Guarantor under Federal or applicable State statute; (g) provisions in any document which may be read to impose interest charges on interest payments due or which provide for the charging of interest after the entry of judgment at a rate other than that prescribed by New Jersey Court Rules; (h) provisions relating to powers of attorney or rights of setoff; (i) provisions providing that decisions by a party are conclusive or are based on such party’s sole or absolute discretion; (j) provisions purporting to reinstate the obligations of a party following a final discharge in bankruptcy; (k) provisions constituting agreements to agree; (l) provisions relative to the ability of a Lender or any other person to foreclose on, to become the owner of, or to transfer or assume the properties, interests, rights, or duties of the Borrower, Mortgagor or the Guarantor or of any assets that are not freely assignable or transferable or as to any contract or agreement; (m) provisions purporting to abrogate or negate the doctrine of accord and satisfaction; (n) provisions related to the enforcement of rights notwithstanding the failure to mitigate damages; (o) provisions related to the enforcement of equitable remedies, including but not limited to the appointment of a receiver; (p) provisions purporting to restrict the right of the Borrower, Mortgagor or a Guarantor to assign or otherwise transfer any of their respective rights or obligations without the prior written consent of a Lender; (q) constitutes the Lender or the Agent as attorney-in-fact of the Borrower, Mortgagor or Guarantor; or (r) provisions related to the Agent’s ability to recover legal fees and expenses to the extent that the recovery of such fees and expenses is limited by the opinion in In Re: A&P Diversified Technologies Realty, Inc. v. Fleet Bank, N.A., 467 F.3d 337 (3rd Cir. 2006).

Bear Stearns Corporate Lending Inc.

April 20, 2007

Page 8

All of our foregoing opinions are subject to the qualifications that the enforceability of any of the Loan Documents may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws and equitable principles of general application affecting the enforcement of creditors’ rights; (b) by laws in the State of New Jersey relating to appointment of receivers, powers and methods of sale, waivers of defenses and rights of redemption, (c) by general principles of equity (regardless of whether enforcement of such is considered in proceedings in law or equity) upon specific enforceability of any of the remedies, covenants, or other provisions of the Loan Documents and upon the availability of injunctive relief or other equitable remedies, and (d) by the application of principles of equity (regardless of whether enforcement is considered in proceedings at law or in equity) in regard to certain covenants and provisions of agreements which may prohibit the exercise of rights and remedies. Furthermore, the Lender’s right to accelerate the Loan pursuant to the Loan Documents may be limited (a) if the event of default resulting in such acceleration or enforcement is of a purely technical nature or is attributable to the conduct of the Lender, (b) to the extent that the Lender has the right under the Loan Documents to apply any funds in its possession on account of any delinquent sums due to the Lender and such funds are equal to or in excess of such delinquent sums, if the Lender fails to so apply such funds, or (c) by the Lender’s failure to give notice to the Borrower, Mortgagor or Guarantors of the occurrences of an event of default and/or, to the extent required under the Loan Documents, an opportunity to cure same.

This opinion is limited to the laws of the State of New Jersey and the applicable federal laws.

This opinion is rendered as of the date set forth above, and we express no opinion as to circumstances or events which may occur subsequent to such date. This opinion is being furnished only to you and is solely for your benefit and is not to be used, circulated, quoted or otherwise referred to for any other purpose or relied upon by any other person or entity for any purpose without our prior written consent, provided that we hereby consent to this opinion being relied upon by Assignees (as defined in the Credit Agreement) becoming Lenders (as defined in the Credit Agreement) pursuant to Section 11.6(b) of the Credit Agreement OR PERSONS BECOMING LENDERS PURSUANT TO SECTION 11.17 OF THE CREDIT AGREEMENT, IN EACH CASE after the date hereof as if addressed to such Lenders on the date hereof.

Very truly yours,
HEROLD AND HAINES, P.A.
By:
	Howard G. Katz

EXHIBIT F-7

FORM OF LEGAL OPINION OF ICE MILLER LLP

April 20, 2007

To the parties listed on Schedule I hereto

Re: Credit Facility by Bear Stearns Corporate Lending Inc., in favor of KAR Holdings, Inc.

Ladies and Gentlemen:

We have acted as special Indiana counsel to the companies listed on Schedule II hereto (the “Indiana Grantors”) in connection with the Credit Agreement, dated as of April 20, 2007 (the “Credit Agreement”), among KAR Holdings II, LLC, a Delaware limited liability company, KAR Holdings, Inc., a Delaware corporation, the several banks and other financial institutions or entities from time to time parties to thereto (the “Lenders”), Bear, Stearns & Co. Inc. and UBS Securities LLC, as joint lead arrangers, UBS Securities LLC, as syndication agent, Goldman Sachs Credit Partners L.P. and Deutsche Bank Securities Inc., as co-documentation agents, Bear, Stearns & Co. Inc., UBS Securities LLC and Goldman Sachs Credit Partners L.P., as Joint Bookrunners and Bear Stearns Corporate Lending Inc., as administrative agent (in such capacity, the “Administrative Agent”) and the associated Guarantee and Collateral Agreement dated as of April 20, 2007 (the “Security Agreement”) among Holdings, KAR and certain of its Subsidiaries in favor of the Administrative Agent. This opinion letter is provided to you at the request of the Indiana Grantors pursuant to Section 6.1(f) of the Credit Agreement. Capitalized terms used in this opinion letter that are not specifically defined herein, including Exhibit A, have the meanings ascribed to such terms in the Credit Agreement.

We have examined originals or copies, certified or otherwise authenticated to our satisfaction, of the documents listed in the attached Exhibit A, which is made a part hereof. For the purposes of this opinion, the documents listed as items 1 and 2 on Exhibit A are hereinafter referred to, collectively, as the “Loan Documents,” the documents listed as item 3 on Exhibit A are hereinafter referred to as the “Financing Statements” and the documents listed as items 4 through 12 on Exhibit A are hereinafter referred to as the “Certified Articles”.

In rendering our opinion, we also have examined such certificates of public officials and other certificates, records and instruments as we have deemed necessary for the purposes of the opinion herein expressed and, with your permission, have relied upon and assumed the accuracy of such certificates, records and instruments. We have made such examination of the laws of the State of Indiana as we deemed relevant for purposes of this opinion, but we have not made a

To the parties listed on Schedule I hereto

April 20, 2007

Page 2

review of, and express no opinion concerning, the laws of any jurisdiction other than the State of Indiana. The opinions set forth herein are limited to the laws of the State of Indiana. We do not express any opinion as to any other law.

We have relied upon and assumed the truth and accuracy of the representations, certifications and warranties made in the Loan Documents, and have not made any independent investigation or verification of any factual matters stated or represented therein. We have not undertaken any independent investigation to determine the existence or absence of the assumed facts or circumstances set forth herein, we accept no responsibility to make any such investigation, and no inference as to our knowledge of the existence or absence of such facts or circumstances or of our having made any independent review thereof should be drawn from our representation of the Indiana Grantors. Our representation of the Indiana Grantors is limited to the transactions contemplated by the Loan Documents and other matters specifically referred to us by the Indiana Grantors.

In rendering this opinion letter to you, we have assumed with your permission:

(a) The genuineness of all signatures, the legal capacity and competency of natural persons executing the Loan Documents, whether on behalf of themselves or other persons or entities, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies, and the authenticity of the originals of such copies.

(b) The documents that have been or will be executed and delivered in consummation of the transactions contemplated by the Loan Documents are or will be identical in all material and relevant respects to the copies of the documents we have examined and on which this opinion is based.

(c) The Security Agreement has been or will be duly entered into, executed, received and delivered by parties thereto, and upon such execution and delivery constitute the legal, valid and binding obligations of such parties.

(d) All terms and conditions of, or relating to, the transactions described in the Security Agreement are correctly and completely contained in the Security Agreement.

(e) All official public records (including their proper indexing and filing) furnished to or obtained by us, electronically or otherwise, are accurate, complete and authentic when delivered or issued and remain accurate, complete and authentic as of the date of this opinion.

(f) With respect to the personal property that is described as Collateral in the Security Agreement, (i) the Indiana Grantors have rights within the meaning of the

To the parties listed on Schedule I hereto

April 20, 2007

Page 3

Uniform Commercial Code as adopted in Indiana (the “Indiana UCC”) in the Collateral as to which perfection or nonperfection of a security interest therein is governed by the provisions of the Indiana UCC (the “Indiana Collateral”), and (ii) each Indiana Grantor has been or will be, furnished with a copy of its UCC Financing Statements as required by Section 9.1-502(f) of the Indiana UCC.

(g) The name of each Indiana Grantor as set forth in its respective Certified Articles is the correct legal name for such Indiana Grantors, and the address of each Indiana Grantor as set forth in the applicable Financing Statement is the correct mailing address for such Indiana Grantor. The name and mailing address of the Administrative Agent as set forth in the Financing Statements is the correct legal name and mailing address for the Administrative Agent, and the address of the Administrative Agent set forth therein is an address from which information regarding the security interests in the Indiana Collateral may be obtained.

(h) The Financing Statements will be duly and properly filed in the UCC records of the Indiana Secretary of State (the “Filing Office”), and all applicable fees imposed with respect to the Financing Statements will be paid.

Based on the foregoing and upon such investigation as we have deemed necessary, and subject to the assumptions, qualifications, exceptions and limitations set forth herein, we are of the opinion that:

1. The Financing Statements are in proper form for filing in the Filing Office pursuant to the Indiana UCC.

2. Assuming the provisions of the Security Agreement are effective under the laws of the State of New York to create a legal, valid and enforceable security interest in favor of Lenders in all right, title, and interest of the Indiana Grantors in and to the Indiana Collateral now owned or hereafter acquired by the Indiana Grantors, upon value being given to the Indiana Grantors, the filing, within the meaning of Ind. Code 26-1-9.1-516(a), of the Financing Statements in the Filing Office will perfect the security interests created in favor of the Administrative Agent for the benefit of the Lenders under the Security Agreement in the Indiana Collateral, to the extent that such security interests can be perfected by the filing of financing statements pursuant to Article 9.1 of the Indiana UCC. We express no opinion with respect to filings, refilings or any other action than is necessary in Indiana in order to maintain or continue perfection of such security interests.

Each of the opinions set forth above is limited by its terms and subject to the assumptions hereinabove stated and is further subject to the following qualifications, exceptions and limitations, none of which shall limit the generality of any other assumption, qualification, exception or limitation.

To the parties listed on Schedule I hereto

April 20, 2007

Page 4

A. We have not made any search or examination of any public records with respect to the Collateral and have not inspected any of the Collateral in connection with this opinion. Accordingly, our opinion with respect to the Loan Documents as such and the properties described therein and encumbered thereby is predicated solely upon the assumed facts herein contained.

B. In rendering our opinion we have made no investigation of and express no opinion with respect to: (i) the state of title to the Collateral or any part thereof, (ii) what liens, security interests, charges or encumbrances thereon actually are of record, (iii) whether the Collateral described in the Security Agreement is the property intended to be encumbered thereby, or (iv) the attachment or priority of any lien or security interest granted or purported to be granted to the Lenders by the Indiana Grantors, and our opinions are limited accordingly.

C. We express no opinion with respect to (i) the use of the phrase “other property” or other similarly broad terms in any collateral description in any of the Loan Documents and (ii) the validity, enforceability or perfection of any security interest purportedly granted in causes of action in tort or property excluded from the scope of Article 9.1 of the Indiana UCC.

D. Without expanding any opinion rendered or limiting the generality of any qualifications in this opinion letter, the opinions contained in paragraph 2 above are subject to the following exceptions and qualifications:

(i) to maintain the effectiveness of financing statements filed with respect to the Collateral under the Indiana UCC, separate continuation statements must be filed within six (6) months prior to the expiration of each succeeding five (5) year period measured from the date of the filing of the applicable initial financing statement;

(ii) additional filings also may be necessary pursuant to Sections 9.1-507 and 9.1-508 of the Indiana UCC if (i) the jurisdiction of organization of an Indiana Grantor is changed to another jurisdiction, in which event a new appropriate financing statement should be filed in the new jurisdiction of organization, or (ii) an Indiana Grantor changes its name such that a filed financing statement becomes seriously misleading within the meaning of Section 9.1-506 of the Indiana UCC, in which event the filing is not effective to perfect a security interest in collateral acquired by the debtor more than four (4) months after the change, unless an appropriate amendment statement is filed before the expiration of that time;

(iii) continued perfection of a security interest in personal property constituting “proceeds” may be limited to the extent set forth in Section 9.1-315 of the Indiana UCC, and under certain circumstances described in Sections 9.1-320, 9.1-330 and 9.1-331 of the Indiana UCC, purchasers of such personal property may take the same free of a perfected security interest;

To the parties listed on Schedule I hereto

April 20, 2007

Page 5

(iv) perfection of a security interest in money (as such term is defined in Article 1 of the Indiana UCC) requires possession thereof by the secured party as provided in Section 9.1-312 of the Indiana UCC; a security interest in instruments (as such term is defined in Article 9.1 of the Indiana UCC) may be perfected by filing or by possession thereof by the secured party as provided in Section 9.1-312 of the Indiana UCC;

(v) a security interest in investment property (as such term is defined in Article 9.1 of the Indiana UCC) may be perfected by obtaining control (as such term is defined in Article 9.1 of the Indiana UCC) over such property as provided in Section 9.1-314 of the Indiana UCC or, in certain instances, by the filing of a financing statement as provided in Section 9.1-312 of the Indiana UCC;

(vi) perfection of a security interest in deposit accounts (as such term is defined in Article 9.1 of the Indiana UCC) requires control (as such term is defined in Article 9.1 of the Indiana UCC) over such property as provided in Sections 9.1-312 and 9.1-314 of the Indiana UCC;

(vii) perfection of a security interest in letter of credit rights, advances of credit or related rights may, depending on the circumstances, involve certain actions specified in Sections 5.1-112, 5.1-113, 5.1-114, 9.1-312, and 9.1-314 of the Indiana UCC;

(viii) in the case of property which becomes Collateral after the date hereof, Section 552 of the United States Bankruptcy Code limits the extent to which property acquired by a debtor after the commencement of a case under the United States Bankruptcy Code may be subject to a security interest arising from a security agreement entered into by the debtor before the commencement of such case; and

(ix) perfection of security interests in governmental licenses, permits, authorizations and contract rights with government or governmental instrumentalities, commissions, boards or agencies, and in proceeds of the same, are or may be subject to requirements, restrictions or limitations set forth in applicable statutes, laws, rules or regulations.

E. Our opinions set forth in this letter relating in any way to Collateral or the Financing Statements only pertain to items (a) that constitute Indiana Collateral and (b) in which a security interest may be perfected by the filing of a financing statement in the State of Indiana under the Indiana UCC. In this regard and without expanding the term Indiana Collateral, Indiana Collateral, for purposes of this opinion letter, does not include items (i) which are subject to a certificate of title statute; (ii) in which a consensual security interest cannot be granted under Article 9.1 of the Indiana UCC; or (iii) which consist or will consist of deposit accounts, electronic chattel paper, manufactured homes, watercraft, automobiles, ordinary building materials incorporated into an improvement on land, consumer goods, farm products, timber, minerals to be extracted (including oil and gas) or accounts resulting from the sale thereof, equipment used in farming operations (or accounts or general intangibles resulting from the sale thereof), registered copyrights or trademarks (except to the extent Article 9.1 of the Indiana UCC

To the parties listed on Schedule I hereto

April 20, 2007

Page 6

may be applicable thereto), beneficial interests in a trust or decedent’s estate, or items which are subject to a certificate of title statute of another state or jurisdiction or a statute or a treaty of the United States which provides for a national or international registration or national or international certificate of title for the perfection of a security interest therein and/or which specifies a place of filing different from that specified in the Indiana UCC for filing to perfect such security interest.

The opinions expressed herein are matters of professional judgment, are not a guarantee of result and are effective only as of the date hereof. We do not undertake to advise you of any matter within the scope of this letter than comes to our attention after the date of this letter and disclaim any responsibility to advise you of any future changes in law or fact that may affect the opinions set forth herein. We express no opinion other than as hereinbefore expressly set forth. No expansion of the opinions expressed herein may or should be made by implication or otherwise.

We are informed that you are relying on this opinion letter in connection with the consummation of the actions and transactions contemplated by the Loan Documents. This opinion is being furnished only to you in connection with the Credit Agreement and is solely for your benefit and is not to be used, circulated, quoted or otherwise referred to for any other purpose or relied upon by any other person or entity for any purpose without our prior written consent, provided that we hereby consent to this opinion being relied upon by Assignees (as defined in the Credit Agreement) becoming Lenders (as defined in the Credit Agreement) pursuant to Section 11.6(b) of the Credit Agreement or persons becoming lenders pursuant to section 11.17 of the credit agreement, in each case after the date hereof as if addressed to such Lenders on the date hereof.

Very truly yours,

SCHEDULE I

List of Lenders

Bear Stearns Corporate Lending Inc.

383 Madison Avenue

New York, NY 10179

UBS Loan Finance LLC

Goldman Sachs Credit Partners L.P.

Deutsche Bank AG New York Branch

SCHEDULE II

Indiana Grantors

Automotive Finance Corporation, an Indiana corporation

ADESA Corporation, LLC, an Indiana limited liability company

AutoVIN, Inc., an Indiana corporation

Automotive Recovery Services, Inc., an Indiana corporation

ADESA Southern Indiana, LLC, an Indiana limited liability company

ADESA Indianapolis, LLC, an Indiana limited liability company

PAR, Inc., an Indiana corporation

ADESA Mexico, LLC, an Indiana limited liability company

ADESA-South Florida, LLC, an Indiana limited liability company

EXHIBIT A

List of Documents Reviewed

Loan Documents

1. Credit Agreement; and

2. Security Agreement.

Financing Statements

3. UCC-1 Financing Statements naming each Indiana Grantor, respectively, as debtor, and Administrative Agent, as secured party, to be filed in the Filing Office, copies of which are attached hereto.

Certified Articles

4. Articles of Incorporation of Automotive Finance Corporation as certified by the Secretary of State of Indiana (the “Secretary of State”) on April 12, 2007 to be a true and complete copy thereof.

5. Articles of Organization of ADESA Corporation, LLC as certified by the Secretary of State on April 10, 2007 to be a true and complete copy thereof.

6. Articles of Incorporation of AutoVIN, Inc. as certified by the Secretary of State on April 10, 2007 to be a true and complete copy thereof.

7. Articles of Incorporation of Automotive Recovery Services, Inc. as certified by the Secretary of State on April 10, 2007 to be a true and complete copy thereof.

8. Articles of Organization of ADESA Southern Indiana, LLC as certified by the Secretary of State on April 10, 2007 to be a true and complete copy thereof.

9. Articles of Organization of ADESA Indianapolis, LLC as certified by the Secretary of State on April 10, 2007 to be a true and complete copy thereof.

10. Articles of Incorporation of PAR, Inc. as certified by the Secretary of State on April 10, 2007 to be a true and complete copy thereof.

11. Articles of Organization of ADESA Mexico, LLC as certified by the Secretary of State on April 10, 2007 to be a true and complete copy thereof.

12. Articles of Organization of ADESA-South Florida, LLC as certified by the Secretary of State on April 10, 2007 to be a true and complete copy thereof.

Exhibit A-1

UCC-1 Financing Statements

See Attached

EXHIBIT G

FORM OF EXEMPTION CERTIFICATE

Reference is made to the Credit Agreement, dated as of April 20, 2007 (the “Credit Agreement”) by and among KAR Holdings, Inc., a Delaware corporation (the “Borrower”), KAR Holdings II, LLC, a Delaware limited liability company, the several banks, financial institutions and other entities from time to time parties to the Credit Agreement, Bear, Stearns & Co. Inc. and UBS Securities LLC, as joint lead arrangers, UBS Securities LLC, as syndication agent, Goldman Sachs Credit Partners L.P. and Deutsche Bank Securities Inc., as co-documentation agents, Bear, Stearns & Co. Inc., UBS Securities LLC and Goldman Sachs Credit Partners L.P., as joint bookrunners and Bear Stearns Corporate Lending Inc., as administrative agent. Capitalized terms used herein that are not defined herein shall have the meanings ascribed to them in the Credit Agreement. [                    ] (the “Non-U.S. Lender”) is providing this certificate pursuant to subsection 4.10(d) of the Credit Agreement. The Non-U.S. Lender hereby represents and warrants that:

I. The Non-U.S. Lender is the sole record and beneficial owner of the Loans or the obligations evidenced by Note(s) in respect of which it is providing this certificate.

II. The Non-U.S. Lender is not a “bank” for purposes of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended (the “Code”). In this regard, the Non-U.S. Lender further represents and warrants that:

(a) the Non-U.S. Lender is not subject to regulatory or other legal requirements as a bank in any jurisdiction; and

(b) the Non-U.S. Lender has not been treated as a bank for purposes of any tax, securities law or other filing or submission made to any Governmental Authority, any application made to a rating agency or qualification for any exemption from tax, securities law or other legal requirements.

III. The Non-U.S. Lender is not a 10-percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B) of the Code.

IV. The Non-U.S. Lender is not a controlled foreign corporation receiving interest from a related person within the meaning of Section 881(c)(3)(C) of the Code.

IN WITNESS WHEREOF, the undersigned has duly executed this certificate.

[NAME OF NON-U.S. LENDER]
By:
	Name: Title:

Date: [                    , 20     ]

EXHIBIT H-1

FORM OF TERM NOTE

THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT REFERRED TO BELOW. TRANSFERS OF THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF SUCH CREDIT AGREEMENT.

$[                    ]      New York, New York

[                          , 200    ]

FOR VALUE RECEIVED, the undersigned, KAR Holdings, Inc., a Delaware corporation (the “Borrower”), hereby unconditionally promises to pay to [                    ] (the “Lender”) or its registered successors and assigns at the Funding Office specified in the Credit Agreement (as hereinafter defined) in lawful money of the United States and in immediately available funds, the principal amount of (a) [                    ] DOLLARS ($[            ]), or, if less, (b) the aggregate unpaid principal amount of the Term Loan of the Lender outstanding under the Credit Agreement. The principal amount shall be paid in the amounts and on the dates specified in Section 2.3 of the Credit Agreement. The Borrower further agrees to pay interest in like money at such Funding Office on the unpaid principal amount hereof from time to time outstanding at the applicable rates and on the dates specified in Section 4.5 of the Credit Agreement.

The holder of this Note is authorized to endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, Type and amount of the Term Loan and the date and amount of each payment or prepayment of principal with respect thereto, each conversion of all or a portion thereof to another Type, each continuation of all or a portion thereof as the same Type and, in the case of Eurodollar Loans, the length of each Interest Period with respect thereto. Each such endorsement shall constitute rebuttably presumptive evidence of the accuracy of the information endorsed. The failure to make any such endorsement or any error in any such endorsement shall not affect the obligations of the Borrower under the Credit Agreement and other Loan Documents in respect of the Term Loan.

This Note (a) is one of the Notes evidencing the Term Loan under the Credit Agreement, dated as of April 20, 2007 (the “Credit Agreement”), by and among the Borrower, KAR Holdings II, LLC, a Delaware limited liability company, the several banks, financial institutions and other entities from time to time parties to the Credit Agreement, Bear, Stearns & Co. Inc. and UBS Securities LLC, as joint lead arrangers, UBS Securities LLC, as syndication agent, Goldman Sachs Credit Partners L.P. and Deutsche Bank Securities Inc., as co-documentation agents, Bear, Stearns & Co. Inc., UBS Securities LLC and Goldman Sachs Credit Partners L.P., as joint bookrunners and Bear Stearns Corporate Lending Inc., as administrative agent (in such capacity, the “Administrative Agent”), (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. This Note is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof.

Upon the occurrence of any one or more of the Events of Default, all principal and all accrued interest then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, all as provided in the Credit Agreement.

All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind under this Note to the fullest extent permitted under applicable law.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE REGISTRATION AND OTHER PROVISIONS OF SECTION 11.6 OF THE CREDIT AGREEMENT.

THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

KAR HOLDINGS, INC.
By:
	Name: Title:

Schedule A

to Term Note

LOANS, CONVERSIONS AND REPAYMENTS OF BASE RATE LOANS

Date Amount of Base
Rate Loans Amount Converted
to Base Rate Loans Amount of Principal
of Base Rate Loans
Repaid Amount of Base
Rate Loans
Converted to
Eurodollar Loans Unpaid Principal
Balance of Base Rate
Loans Notation
Made By

Schedule B

to Term Note

LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EURODOLLAR LOANS

Date Amount of
Eurodollar
Loans Amount
Converted to
Eurodollar
Loans Interest Period
and Eurodollar
Rate with Respect
Thereto Amount of
Principal of
Eurodollar Loans
Repaid Amount of
Eurodollar Loans
Converted to
Base Rate Loans Unpaid Principal
Balance of
Eurodollar Loans Notation Made
By

EXHIBIT H-2

FORM OF REVOLVING NOTE

THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT REFERRED TO BELOW. TRANSFERS OF THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF SUCH CREDIT AGREEMENT.

$[                    ]     New York, New York

[                             , 200    ]

FOR VALUE RECEIVED, the undersigned, KAR Holdings, Inc., a Delaware corporation (the “Borrower”), hereby unconditionally promises to pay to [            ] (the “Lender”) or its registered successors and assigns at the Funding Office specified in the Credit Agreement (as hereinafter defined) in lawful money of the United States and in immediately available funds, on the Revolving Termination Date the principal amount of (a) [            ] DOLLARS ($[            ]), or, if less, (b) the aggregate unpaid principal amount of all Revolving Loans of the Lender outstanding under the Credit Agreement. The Borrower further agrees to pay interest in like money at such Funding Office on the unpaid principal amount hereof from time to time outstanding at the applicable rates and on the dates specified in Section 4.5 of the Credit Agreement.

The holder of this Note is authorized to endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, Type and amount of each Revolving Loan made pursuant to the Credit Agreement and the date and amount of each payment or prepayment of principal thereof, each continuation thereof, each conversion of all or a portion thereof to another Type and, in the case of Eurodollar Loans, the length of each Interest Period with respect thereto. Each such endorsement shall constitute rebuttably presumptive evidence of the accuracy of the information endorsed. The failure to make any such endorsement or any error in any such endorsement shall not affect the obligations of the Borrower under the Credit Agreement and other Loan Documents in respect of any Revolving Loan.

This Note (a) is one of the Notes evidencing the Revolving Loans under the Credit Agreement, dated as of April 20, 2007 (the “Credit Agreement”) by and among the Borrower, KAR Holdings II, LLC, a Delaware limited liability company, the several banks, financial institutions and other entities from time to time parties to the Credit Agreement, Bear, Stearns & Co. Inc. and UBS Securities LLC, as joint lead arrangers, UBS Securities LLC, as syndication agent, Goldman Sachs Credit Partners L.P. and Deutsche Bank Securities Inc., as co-documentation agents, Bear, Stearns & Co. Inc., UBS Securities LLC and Goldman Sachs Credit Partners L.P., as joint bookrunners and Bear Stearns Corporate Lending Inc., as administrative agent (in such capacity, the “Administrative Agent”), (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. This Note is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof.

Upon the occurrence of any one or more of the Events of Default, all principal and all accrued interest then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, all as provided in the Credit Agreement.

All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind under this Note to the fullest extent permitted under applicable law.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE REGISTRATION AND OTHER PROVISIONS OF SECTION 11.6 OF THE CREDIT AGREEMENT.

THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

KAR HOLDINGS, INC.

By:_______________________________

Name:

Title:

Schedule A

to Revolving Note

LOANS, CONVERSIONS AND REPAYMENTS OF BASE RATE LOANS

Date Amount of Base
Rate Loans Amount Converted
to Base Rate Loans Amount of Principal
of Base Rate Loans
Repaid Amount of Base
Rate Loans
Converted to
Eurodollar Loans Unpaid Principal
Balance of Base Rate
Loans Notation
Made By

Schedule B

to Revolving Note

LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EURODOLLAR LOANS

Date Amount of
Eurodollar
Loans Amount
Converted to
Eurodollar
Loans Interest Period
and Eurodollar
Rate with Respect
Thereto Amount of
Principal of
Eurodollar Loans
Repaid Amount of
Eurodollar Loans
Converted to
Base Rate Loans Unpaid Principal
Balance of
Eurodollar Loans Notation Made
By

EXHIBIT H-3

FORM OF SWINGLINE NOTE

THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT REFERRED TO BELOW. TRANSFERS OF THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF SUCH CREDIT AGREEMENT.

$[                    ]

New York, New York

[                , 200     ]

FOR VALUE RECEIVED, the undersigned, KAR Holdings, Inc., a Delaware corporation (the “Borrower”), hereby unconditionally promises to pay to Bear Stearns Corporate Lending Inc. (the “Swingline Lender”) or its registered successors and assigns at the Funding Office specified in the Credit Agreement (as hereinafter defined) in lawful money of the United States and in immediately available funds, on the Revolving Termination Date the principal amount of (a) [            ] DOLLARS ($[            ]), or, if less, (b) the aggregate unpaid principal amount of all Swingline Loans made by the Swingline Lender to the Borrower pursuant to Section 3.4 of the Credit Agreement. The Borrower further agrees to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding at the applicable rates and on the dates specified in Section 4.5 of such Credit Agreement.

The holder of this Note is authorized to endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date and amount of each Swingline Loan made pursuant to the Credit Agreement and the date and amount of each payment or prepayment of principal thereof. Each such endorsement shall constitute rebuttably presumptive evidence of the accuracy of the information endorsed. The failure to make any such endorsement or any error in any such endorsement shall not affect the obligations of the Borrower under the Credit Agreement and other Loan Documents in respect of any Swingline Loan.

This Note (a) is the Note evidencing the Swingline Loan under the Credit Agreement, dated as of April 20, 2007 (the “Credit Agreement”) by and among the Borrower, KAR Holdings II, LLC, a Delaware limited liability company, the several banks, financial institutions and other entities from time to time parties to the Credit Agreement, Bear, Stearns & Co. Inc. and UBS Securities LLC, as joint lead arrangers, UBS Securities LLC, as syndication agent, Goldman Sachs Credit Partners L.P. and Deutsche Bank Securities Inc., as co-documentation agents, Bear, Stearns & Co. Inc., UBS Securities LLC and Goldman Sachs Credit Partners L.P., as joint bookrunners and Bear Stearns Corporate Lending Inc., as administrative agent (in such capacity, the “Administrative Agent”), (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. This Note is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof.

Upon the occurrence of any one or more of the Events of Default, all principal and all accrued interest then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, all as provided in the Credit Agreement.

All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind under this Note to the fullest extent permitted under applicable law.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE REGISTRATION AND OTHER PROVISIONS OF SECTION 11.6 OF THE CREDIT AGREEMENT.

THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

KAR HOLDINGS, INC.
By:
	Name: Title:

Schedule A

to Swingline Note

LOANS AND REPAYMENTS OF SWINGLINE LOANS

Date Amount of Swingline
Loans Amount of Principal of
Swingline Loans Repaid Unpaid Principal
Balance of Swingline
Loans Notation Made
By

EXHIBIT I

FORM OF ADDENDUM

Reference is made to the Credit Agreement, dated as of April 20, 2007 (the “Credit Agreement”) by and among KAR Holdings, Inc., a Delaware corporation, as borrower, KAR Holdings II, LLC, a Delaware limited liability company, the several banks, financial institutions and other entities from time to time parties to the Credit Agreement, Bear, Stearns & Co. Inc. and UBS Securities LLC, as joint lead arrangers, UBS Securities LLC, as syndication agent, Goldman Sachs Credit Partners L.P. and Deutsche Bank Securities Inc., as co-documentation agents, Bear, Stearns & Co. Inc., UBS Securities LLC and Goldman Sachs Credit Partners L.P., as joint bookrunners and Bear Stearns Corporate Lending Inc., as administrative agent. Capitalized terms used herein that are not defined herein shall have the meanings ascribed to them in the Credit Agreement.

Upon execution and delivery of this Addendum by the undersigned as provided in Section 6.1(a) or Section 11.17 of the Credit Agreement, the undersigned (i) hereby becomes a Lender thereunder having the Commitments set forth in Schedule 1 hereto and (ii) agrees to all of the provisions of the Credit Agreement, effective as of [                    , 20     ].

THIS ADDENDUM SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

IN WITNESS WHEREOF, the undersigned has caused this Addendum to be duly executed and delivered by its proper and duly authorized officers as of this [        ] day of [                    , 200    ].

[NAME OF LENDER]
By:
	Name: Title:

Schedule 1

COMMITMENTS AND NOTICE ADDRESS

1.	Name of Lender:
	Notice Address:
	Attention:
	Telephone:
	Facsimile:
2.	Revolving Commitment:
3.	Term Commitment:

EXHIBIT J

FORM OF

SOLVENCY CERTIFICATE

I, [            ], the Chief Financial Officer of KAR Holdings, Inc., a Delaware corporation (the “Company”), hereby certify, in my capacity as such and not in my individual capacity, that I am the Chief Financial Officer of the Company and that I am familiar with the properties, businesses, assets, finances and operations of the Company and its Subsidiaries (collectively, the “Loan Parties”) and I am duly authorized to execute this certificate on behalf of the Company pursuant to Section 6.1(h) of the Credit Agreement dated as of April 20, 2007 (the “Credit Agreement”; the terms defined therein, unless otherwise defined herein, being used herein as therein defined) by and among KAR Holdings, Inc., a Delaware corporation, as borrower, KAR Holdings II, LLC, a Delaware limited liability company, the several banks, financial institutions and other entities from time to time parties to the Credit Agreement, Bear, Stearns & Co. Inc. and UBS Securities LLC, as joint lead arrangers, UBS Securities LLC, as syndication agent, Goldman Sachs Credit Partners L.P. and Deutsche Bank Securities Inc., as co-documentation agents, Bear, Stearns & Co. Inc., UBS Securities LLC and Goldman Sachs Credit Partners L.P., as joint bookrunners and Bear Stearns Corporate Lending Inc., as administrative agent (in such capacity, the “Administrative Agent”).

I further certify, in my capacity as the Chief Financial Officer of the Company and not in my individual capacity, that I am generally familiar with the properties, business and assets of the Loan Parties and have reviewed the Loan Documents and the contents of this solvency certificate (“Solvency Certificate”) and, in connection herewith, have reviewed such other documentation and information and have made such investigation and inquiries as I have deemed necessary and prudent therefor. As used herein, “identified contingent liabilities” means the collective reference to (i) any contingent liabilities that would be recorded in accordance with GAAP, and (ii) the maximum reasonably estimated amount of liabilities reasonably likely to result from pending litigation, asserted claims and assessments, guaranties, environmental conditions, uninsured risks and other contingent liabilities, as identified and explained in terms of their nature and estimated magnitude by Responsible Officers of the Company or that have been identified as such by Responsible Officers of the Company.

1. I do hereby further certify, in my capacity as the Chief Financial Officer of the Company and not in my individual capacity, that, as of the date hereof:

(a) After giving effect to the transactions contemplated by the Credit Agreement and the other Loan Documents, the Loan Parties, taken as a whole, are able to pay their debts and other liabilities (including identified contingent liabilities) as they mature;

(b) After giving effect to the transactions contemplated by the Credit Agreement and the other Loan Documents, the fair value of the property of the Company, individually, and the Loan Parties, taken as a whole, is greater than the total amount of liabilities (including identified contingent liabilities), of the Loan Parties, taken as a whole, respectively;

(c) After giving effect to the transactions contemplated by the Credit Agreement and the other Loan Documents, the fair value of the tangible and intangible assets of the Loan Parties, taken as a whole, is not less than the amount that will be required to pay the probable liability of the Loan Parties, taken as a whole, on their debts as they become absolute and matured;

(d) The Loan Parties do not intend to and do not believe that they will incur debts or liabilities (including identified contingent liabilities) that will be beyond their ability to pay such debts and liabilities as they mature; and

(e) After giving effect to the transactions contemplated by the Credit Agreement and the other Loan Documents, the Loan Parties are not engaged in business or a transaction, and are not about to engage in business or a transaction, for which its property would constitute what I believe to be unreasonably small capital;

2. In making the certifications set forth above, I have:

(a) considered the consolidated financial statements (the “Financial Statements”) delivered to the Administrative Agent as a representative for the Lenders pursuant to Section 6.1(c) of the Credit Agreement;

(b) considered the values of the Loan Parties’ real property, equipment, inventory, accounts receivable, customer lists, supply contracts, joint venture interests, licenses, leases and all other property of such parties, real and personal, tangible and intangible;

(c) consulted with officers of the Loan Parties concerning, among other matters, pending and threatened litigation, uninsured risks, guaranties of obligations of any other Person and other contingent obligations and have, using my best judgment, also taken into account the maximum realistic exposure of each Loan Party to liabilities which would not be included in reserves otherwise reflected on the Financial Statements; and

(d) made such other investigations and inquiries as I have, to the best of my experience, deemed appropriate and have taken into account the nature of the particular business anticipated to be conducted by the Loan Parties after consummation of the transactions referred to above.

Furthermore, in making the certifications set forth above, I do not hold myself out as an expert on, and have not in connection with this Solvency Certificate engaged the services of any expert on asset valuation or appraisal, and any statements made herein as to the value of the assets are made to the best of my knowledge without having made any special investigation with respect thereto. This Solvency Certificate is being executed and delivered by me in my capacity as an officer of the Company and no personal liability will attach to me in connection with the execution and delivery of this Solvency Certificate.

[The remainder of this page intentionally left blank.]

IN WITNESS WHEREOF, the undersigned has duly executed this Solvency Certificate as of the date first written above.

KAR HOLDINGS, INC.
By:
	Name: Title: Chief Financial Officer

EXHIBIT K

FORM OF CLOSING CERTIFICATE

Pursuant to subsection 6.1(b) of the Credit Agreement dated as of April 20, 2007 (the “Credit Agreement”; terms defined therein being used herein as therein defined), by and among KAR Holdings, Inc., a Delaware corporation (the “Company”), KAR Holdings II, LLC, a Delaware limited liability company, the several banks, financial institutions and other entities from time to time parties to the Credit Agreement, Bear, Stearns & Co. Inc. and UBS Securities LLC, as joint lead arrangers, UBS Securities LLC, as syndication agent, Goldman Sachs Credit Partners L.P. and Deutsche Bank Securities Inc., as co-documentation agents, Bear, Stearns & Co. Inc., UBS Securities LLC and Goldman Sachs Credit Partners L.P., as joint bookrunners and Bear Stearns Corporate Lending Inc., as administrative agent, the undersigned [Responsible Officer] of Company in his capacity as such and not in his individual capacity, hereby certifies on behalf of the Company as follows:

1. The representations and warranties of the Company and its Subsidiaries set forth in each of the Loan Documents to which it is a party or which are contained in any certificate furnished by or on behalf of the Company pursuant to any of the Loan Documents to which it is a party are true and correct in all material respects on and as of the date hereof with the same effect as if made on the date hereof, except for representations and warranties expressly stated to relate to a specific earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date.¹

2. [Name of Secretary] is the duly elected and qualified Secretary of the Company and the signature set forth for such officer below is such officer’s true and genuine signature.

3. No Default or Event of Default has occurred and is continuing as of the date hereof or after giving effect to the Loans to be made on the date hereof.

4. The documents required to be delivered as conditions precedent pursuant to Section 6.1 of the Credit Agreement have been delivered except to the extent that the requirement to deliver any such document has been waived by the Administrative Agent and/or the Lenders. Notwithstanding the preceding sentence, we make no certification as to the satisfaction of the Administrative Agent or the Lenders as relates to any condition precedent set forth in Section 6.1.

5. On the Closing Date substantially concurrently with the funding of the Loans (i) the Company received proceeds of the Equity Contributions (including, as a contribution to its capital, (A) all of the issued and outstanding Capital Stock of Axle Holdings, Inc., which is the sole beneficial owner and holder of all issued and outstanding capital stock of IAAI and (B) $790,000,000 in cash and rollover equity), (ii) the Company shall have issued an aggregate amount of $1,100,000,000 in senior unsecured notes and senior subordinated notes and received the proceeds of such sale, net of underwriting discount,

¹ Note that the only representations and warranties relating to ADESA, Inc. and its Subsidiaries which shall be made on the Closing Date shall be (A) such of the representations and warranties made by ADESA, Inc. in the Merger Agreement as are material to the interests of the Lenders, but only to the extent that Holdings and the Borrower have the right to terminate their respective obligations under the Merger Agreement as a result of a breach of such representations and warranties in the Merger Agreement and (B) the representations and warranties set forth in Sections 5.3, 5.4, 5.5, 5.11, 5.14, 5.19 and 5.23 of the Credit Agreement.

(iii) such cash proceeds and funds were remitted to an account designated by the Administrative Agent for application, together with the proceeds of Loans made on the Closing Date, to fund payment of merger consideration in the Merger, repayment of Existing Indebtedness (including (a) the termination of two loan agreements evidencing the existing ADESA and IAAI credit facilities and concurrent repayment of all obligations outstanding thereunder and release of all liens and security interests securing those credit facilities and (b) the purchase and retirement of $274,890,000 in outstanding ADESA and IAAI notes purchased through the debt tender conducted prior to Closing Date) and payment of Transactions Costs, and (iv) concurrently with or forthwith upon such funding, a certificate of merger to complete the Merger was filed with the Secretary of State of Delaware

IN WITNESS WHEREOF, the undersigned has hereunto set his name as of the date set forth below.

By:

Name:

Title: [Responsible Officer]

Date: [                    ], 2007

The undersigned Secretary of the Company certifies as follows:

1. There are no liquidation or dissolution proceedings pending or to my knowledge threatened against the Company, nor has any other event occurred adversely affecting or threatening the continued corporate existence of the Company.

2. Attached hereto as Annex 1 is a true and complete copy of resolutions duly adopted by the Board of Directors of the Company; such resolutions have not in any way been amended, modified, revoked or rescinded, have been in full force and effect since their adoption to and including the date hereof and are now in full force and effect.

3. Attached hereto as Annex 2 is a true and complete copy of the by-laws of the Company as in effect on the date hereof.

4. Attached hereto as Annex 3 is a true and complete copy of the Certificate of Incorporation of the Company as in effect on the date hereof, and such certificate has not been amended, repealed, modified or restated.

5. Attached hereto as Annex 4 is a certificate of good standing of the Company issued by the Secretary of State of the State of Delaware, dated as of a recent date hereof.

6. The following persons are now duly elected and qualified officers of the Company holding the offices indicated next to their respective names below, and the signatures appearing opposite their respective names below are the true and genuine signatures of such officers, and each of such officers is duly authorized to execute and deliver on behalf of the Company each of the Loan Documents to which it is a party and any certificate or other document to be delivered by the Company pursuant to the Loan Documents to which it is a party:

Name Office Signature

IN WITNESS WHEREOF, the undersigned have hereunto set our names as of the date set forth below.

Name:

Title: Secretary

Annex 1 to Closing Certificate

BOARD RESOLUTIONS

See attached.

Annex 2 to Closing Certificate

BY-LAWS

See attached.

Annex 3 to Closing Certificate

CERTIFICATE OF INCORPORATION

See attached.

Annex 4 to Closing Certificate

CERTIFICATE OF GOOD STANDING

See attached.

EX-10.23

Exhibit 10.23

EXECUTION VERSION

Portions of this Exhibit 10.23 have been omitted based upon a request for confidential treatment. This Exhibit 10.23, including the non-public information, has been filed separately with the Securities and Exchange Commission. “[*]” designates portions of this document that have been redacted pursuant to the request for confidential treatment filed with the Securities and Exchange Commission.

SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

KAR HOLDINGS II, LLC

Table of Contents

		Page
	ARTICLE I
	FORMATION OF THE COMPANY
Section 1.1	Formation	2
Section 1.2	Company Name	2
Section 1.3	The Certificate, etc	2
Section 1.4	Term of Company	2
Section 1.5	Registered Agent and Office	2
Section 1.6	Principal Place of Business	2
Section 1.7	Qualification in Other Jurisdictions	2
Section 1.8	Fiscal Year; Taxable Year	3
	ARTICLE II
	PURPOSE AND POWERS OF THE COMPANY
Section 2.1	Purpose	3
Section 2.2	Powers of the Company	3
Section 2.3	Certain Tax Matters	3
	ARTICLE III
	MEMBERS AND INTERESTS GENERALLY
Section 3.1	Powers of Members	3
Section 3.2	Interests Generally	3
Section 3.3	Meetings of Members	5
Section 3.4	Business Transactions of a Member with the Company	6
Section 3.5	No Cessation of Membership upon Bankruptcy	7
Section 3.6	Confidentiality	7
Section 3.7	Noncompetition and Nonsolicitation	8
Section 3.8	Other Business for Members	10
Section 3.9	Additional Members	11
	ARTICLE IV
	MANAGEMENT
Section 4.1	Board	12
Section 4.2	Meetings of the Board	15

i

Section 4.3	Quorum and Acts of the Board	15
Section 4.4	Electronic Communications	16
Section 4.5	Committees of Directors	16
Section 4.6	Compensation of Directors	16
Section 4.7	Resignation	17
Section 4.8	Removal of Directors	17
Section 4.9	Vacancies	17
Section 4.10	Directors as Agents	18
Section 4.11	Officers	18
Section 4.12	Certain Covenants	18
	ARTICLE V
	INVESTMENT REPRESENTATIONS, WARRANTIES AND COVENANTS
Section 5.1	Representations, Warranties and Covenants of Members	20
Section 5.2	Additional Representations and Warranties of Non-Investor Members	22
Section 5.3	Additional Representations and Warranties of Investor Members	22
Section 5.4	Additional Covenants of Management Members	23
	ARTICLE VI
	CAPITAL ACCOUNTS; CAPITAL CONTRIBUTIONS
Section 6.1	Capital Accounts	23
Section 6.2	Adjustments	23
Section 6.3	Closing Capital Contributions	24
Section 6.4	Additional Capital Contributions	24
Section 6.5	Negative Capital Accounts	27
	ARTICLE VII
	ADDITIONAL TERMS APPLICABLE TO OVERRIDE UNITS
Section 7.1	Certain Terms	27
Section 7.2	Effects of Termination of Employment on Override Units	28
Section 7.3	Capital Adjustment	30
Section 7.4	Override Unit Committee Discretion	31
	ARTICLE VIII
	ALLOCATIONS
Section 8.1	Book Allocations of Net Income and Net Loss	31
Section 8.2	Special Book Allocations	31
Section 8.3	Tax Allocations	32

ii

	ARTICLE IX
	DISTRIBUTIONS
Section 9.1	Distributions Generally	33
Section 9.2	Distributions In Kind	34
Section 9.3	No Withdrawal of Capital	35
Section 9.4	Withholding	35
Section 9.5	Restricted Distributions	35
Section 9.6	Tax Distributions	36
	ARTICLE X
	BOOKS AND RECORDS
Section 10.1	Books, Records and Financial Statements	36
Section 10.2	Filings of Returns and Other Writings; Tax Matters Partner	37
Section 10.3	Accounting Method	38
Section 10.4	Appraisal	38
	ARTICLE XI
	LIABILITY, EXCULPATION AND INDEMNIFICATION
Section 11.1	Liability	38
Section 11.2	Exculpation	38
Section 11.3	Fiduciary Duty	39
Section 11.4	Indemnification	39
Section 11.5	Expenses	39
Section 11.6	Severability	39
	ARTICLE XII
	TRANSFERS OF INTERESTS
Section 12.1	Restrictions on Transfers of Interests by Members	40
Section 12.2	Overriding Provisions	41
Section 12.3	Estate Planning Transfers; Transfers upon Death of a Management Member	41
Section 12.4	Put and Call Rights	42
Section 12.5	Involuntary Transfers	44
Section 12.6	Assignments	45
Section 12.7	Substitute Members	45
Section 12.8	Release of Liability	46
Section 12.9	Right of First Offer; Tag-Along and Drag-Along Rights	46
Section 12.10	Initial Public Offering	52
Section 12.11	Registration Rights	53

iii

Section 12.12	Certain Affiliated Transfers	55
	ARTICLE XIII
	DISSOLUTION, LIQUIDATION AND TERMINATION
Section 13.1	Dissolving Events	56
Section 13.2	Dissolution and Winding-Up	56
Section 13.3	Distributions in Cash or in Kind	57
Section 13.4	Termination	57
Section 13.5	Claims of the Members	57
	ARTICLE XIV
	MISCELLANEOUS
Section 14.1	Notices	57
Section 14.2	Securities Act Matters	59
Section 14.3	Headings	59
Section 14.4	Entire Agreement	59
Section 14.5	Counterparts	60
Section 14.6	Governing Law; Attorneys’ Fees	60
Section 14.7	Waivers	60
Section 14.8	Invalidity of Provision	60
Section 14.9	Further Actions	60
Section 14.10	Amendments	61
Section 14.11	No Third Party Beneficiaries	61
Section 14.12	Injunctive Relief	61
Section 14.13	Power of Attorney	62
Section 14.14	Regulatory Matters	63
Section 14.15	Name and Logo	63
	ARTICLE XV
	DEFINED TERMS
Section 15.1	Definitions	63

iv

SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

KAR HOLDINGS II, LLC

This Second Amended and Restated Limited Liability Company Agreement of KAR Holdings II, LLC (the “Company”) is dated as of April 20, 2007, by and among Axle Holdings II, LLC (“Axle LLC”), the entities listed under the headings “Kelso Members”, “GSCP Members”, “VAC Members” and “Parthenon Members” on Schedule A hereto (each, respectively, a “Kelso Member,” “GSCP Member,” “VAC Member,” and “Parthenon Member” and, together with Axle LLC, collectively, the “Investor Members,” which term shall also include such other Persons who become members of the Company and are designated “Investor Members” after the date hereof in accordance with Section 3.9 of this Agreement), Brian Clingen (a “Management Member” and collectively with such other management employees of the Company who become members of the Company and are designated “Management Members” after the date hereof in accordance with Section 3.9 of this Agreement, the “Management Members”) and BlackRock Senior Income Series II, plc and Clingen Family Limited Partnership (each, an “Outside Member” and, together with any Persons who become members of the Company and are designated “Outside Members” after the date hereof in accordance with Section 3.9 of this Agreement, the “Outside Members”). The Management Members, the Inactive Management Members and the Outside Members are collectively referred to herein as the “Non-Investor Members.” The Investor Members and the Non-Investor Members are collectively referred to herein as the “Members.” Any capitalized term used herein without definition shall have the meaning set forth in Article XV.

WHEREAS, on December 21, 2006, the Company entered into an Amended and Restated Limited Liability Company Agreement with Kelso Investment Associates VII, L.P. (“KIA VII”), GS Capital Partners VI, L.P., ValueAct Capital Master Fund, L.P. and Parthenon Investors II, L.P. (the “Prior LLC Agreement”), to govern the Company.

WHEREAS, the parties hereto desire to enter into this Agreement for the purpose of adopting the terms of this Agreement as the complete expression of the covenants, agreements and undertakings of the parties hereto with respect to the affairs of the Company, the conduct of its business and the rights and obligations of the Members, thereby amending, restating, replacing and superseding the Prior LLC Agreement in its entirety.

NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I

FORMATION OF THE COMPANY

Section 1.1 Formation. The Company was formed upon the filing of the Certificate with the Secretary of State of the State of Delaware on December 15, 2006.

Section 1.2 Company Name. The name of the Company is KAR Holdings II, LLC. The business of the Company may be conducted under such other names as the Board may from time to time designate; provided that the Company complies with all relevant state laws relating to the use of fictitious and assumed names.

Section 1.3 The Certificate, etc. The designation of Catherine D. Ledyard as an authorized person within the meaning of the Delaware Act and the actions taken by Catherine D. Ledyard in causing the Certificate to be executed, delivered and filed with the Secretary of State of the State of Delaware on December 15, 2006, are hereby ratified, adopted and approved. Each Director is hereby authorized to execute, deliver, file and record all such other certificates and documents, including amendments to or restatements of the Certificate, and to do such other acts as may be appropriate to comply with all requirements for the formation, continuation and operation of a limited liability company, the ownership of property, and the conduct of business under the laws of the State of Delaware and any other jurisdiction in which the Company may own property or conduct business.

Section 1.4 Term of Company. The term of the Company commenced on the date of the initial filing of the Certificate with the Secretary of State of the State of Delaware. The Company may be terminated in accordance with the terms and provisions hereof, and shall continue unless and until dissolved as provided in Article XIII. The existence of the Company as a separate legal entity shall continue until the cancellation of the Certificate as provided in the Delaware Act.

Section 1.5 Registered Agent and Office. The Company’s registered agent and office in the State of Delaware shall be National Registered Agents, Inc., 160 Greentree Drive, Suite 101, Dover, DE 19904. The Board may designate another registered agent and/or registered office from time to time in accordance with the then applicable provisions of the Delaware Act and any other applicable laws.

Section 1.6 Principal Place of Business. The principal place of business of the Company is located at 320 Park Avenue, 24th Floor, New York, New York 10022. The location of the Company’s principal place of business may be changed by the Board from time to time in accordance with the then applicable provisions of the Delaware Act and any other applicable laws.

Section 1.7 Qualification in Other Jurisdictions. Any authorized person of the Company shall execute, deliver and file any certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

2

Section 1.8 Fiscal Year; Taxable Year. The fiscal year of the Company for financial accounting purposes shall end on December 31. The taxable year of the Company for federal, state and local income tax purposes shall end on December 31.

ARTICLE II

PURPOSE AND POWERS OF THE COMPANY

Section 2.1 Purpose. The purposes of the Company are, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Delaware Act and engaging in all acts or activities as the Company deems necessary, advisable or incidental to the furtherance of the foregoing.

Section 2.2 Powers of the Company. The Company shall have the power and authority to take any and all actions that are necessary, appropriate, advisable, convenient or incidental to or for the furtherance of the purposes set forth in Section 2.1.

Section 2.3 Certain Tax Matters. The Company shall not elect, and the Board shall not permit the Company to elect, to be treated as an association taxable as a corporation for U.S. federal, state or local income tax purposes under Treasury Regulations section 301.7701-3 or under any corresponding provision of state or local law. The Company and the Board shall not permit the registration or listing of the Interests on an “established securities market,” as such term is used in Treasury Regulations section 1.7704-1.

ARTICLE III

MEMBERS AND INTERESTS GENERALLY

Section 3.1 Powers of Members. The Members shall have the power to exercise any and all rights or powers granted to the Members pursuant to the express terms of this Agreement. The approval or consent of the Members shall not be required in order to authorize the taking of any action by the Company unless and then only to the extent that (a) this Agreement shall expressly provide therefor, (b) such approval or consent shall be required by non-waivable provisions of the Delaware Act or (c) the Board shall have determined in its sole discretion that obtaining such approval or consent would be appropriate or desirable. The Members, as such, shall have no power to bind the Company.

Section 3.2 Interests Generally. As of the date hereof, the Company has two authorized classes of Interests: Common Units and Override Units (which will consist of either Operating Units or Value Units as described below). Additional classes of Interests denominated in the form of Units may be authorized from time to time by the Board (which authorization must have been approved by at least one GSCP Director, one Kelso Director and one VAC Director) without obtaining the consent of any Member or class of Members. Except as otherwise provided in this Article III, but subject to the Members’ rights under Section 6.4(b), Units in a particular class may be issued from time to time, at such prices and on such terms as

3

the Board (which issuance, prices and terms (i) must have been approved by at least one GSCP Director, one Kelso Director and one VAC Director, in the case of an issuance of Units to an existing Member of the Company prior to the date of such issuance, or (ii) must be approved by the Majority Sponsors, in the case of an issuance of Units to any Third Party) or, in the case of Override Units, the Override Unit Committee may determine, without obtaining the consent of any Member or class of Members.

(a) Class A Common Units.

(i) General. Subject to the provisions of Section 7.2(b), the holders of Class A Common Units will have voting rights with respect to their Class A Common Units as provided in Section 3.3(d) and shall have the rights with respect to profits and losses of the Company and distributions from the Company as are set forth herein. The number of Class A Common Units of each Member as of any given time shall be set forth on Schedule A, as it may be updated from time to time in accordance with this Agreement.

(ii) Price. Unless otherwise determined by the Board, the Class A Common Units will initially be issued for a Capital Contribution of $100 per Class A Common Unit. The payment terms and schedule for the Capital Contributions applicable to any Class A Common Unit will be determined by the Board upon issuance of such Class A Common Units.

(b) Class B Common Units.

(i) General. Axle LLC shall be the only holder of Class B Common Units. Axle LLC will have voting rights with respect to its Class B Common Units as provided in Section 3.3(d) and shall have the rights with respect to profits and losses of the Company and distributions from the Company as are set forth herein. The number of Class B Common Units of Axle LLC as of any given time shall be set forth on Schedule A, as it may be updated from time to time in accordance with this Agreement.

(ii) Price. Unless otherwise determined by the Board, the Class B Common Units will initially be issued to Axle LLC, at $100 per Class B Common Unit, in exchange for the IAAI Contribution. The payment terms and schedule for the Capital Contributions applicable to any Class B Common Unit will be determined by the Board upon issuance of such Class B Common Unit (it being understood, that unless the Kelso Members and Axle LLC otherwise consent, no Class B Common Units shall be issued to any Member other than Axle LLC).

4

(c) Override Units.

(i) General. The Company will have two sub-classes of Override Units: Operating Units and Value Units. Subject to the provisions of Article VII hereof (including the applicable Benchmark Amount), the holders of Override Units will have no voting rights with respect to their Override Units but shall have the rights with respect to profits and losses of the Company and distributions from the Company as are set forth herein; provided that additional terms and conditions applicable to an Override Unit may be established by the Override Unit Committee in connection with the issuance of any such Override Unit to a person who becomes a Management Member at any time after the date of this Agreement in accordance with Section 3.9 hereof. The number of Override Units issued to a Management Member as of any given time shall be set forth on Schedule A, as it may be updated from time to time in accordance with this Agreement.

(ii) Price. The holders of Override Units are not required to make any Capital Contribution to the Company in exchange for their Override Units, it being recognized that, unless otherwise determined by the Board, such Units shall be issued only to Management Members who own Class A Common Units.

Section 3.3 Meetings of Members.

(a) Meetings; Notice of Meetings. Meetings of the Members, including any special meeting, may be called by the Board from time to time. Notice of any such meeting shall be given to all Members not less than two nor more than 30 business days prior to the date of such meeting and shall state the location, date and hour of the meeting and, in the case of a special meeting, the nature of the business to be transacted. Meetings shall be held at the location (within or without the State of Delaware) at the date and hour set forth in the notice of the meeting.

(b) Waiver of Notice. No notice of any meeting of Members need be given to any Member who submits a signed waiver of notice, whether before or after the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Members need be specified in a written waiver of notice. The attendance of any Member at a meeting of Members shall constitute a waiver of notice of such meeting, except when the Member attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the ground that the meeting is not lawfully called or convened.

(c) Quorum. Except as otherwise required by applicable law, the Certificate or this Agreement (including Section 4.12), the presence in person or by proxy of the holders of record of a Majority in Interest shall constitute a quorum for the transaction of business at such meeting.

(d) Voting. If the Board has fixed a record date, every holder of record of Units entitled to vote at a meeting of Members or to consent in writing in lieu of a meeting of Members as of such date shall be entitled to one vote for each such Unit outstanding in such Member’s name at

5

the close of business on such record date. Holders of record of Override Units will have no voting rights with respect to such Units. If no record date has been so fixed, then every holder of record of such Units entitled to vote at a meeting of Members or to consent in writing in lieu of a meeting of Members shall be entitled to one vote for each Unit outstanding in his name on the close of business on the day next preceding the day on which notice of the meeting is given or the first consent in respect of the applicable action is executed and delivered to the Company, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. Except as otherwise required by applicable law, the Certificate or this Agreement (including Section 4.12), the vote of a Majority in Interest at any meeting at which a quorum is present shall be sufficient for the transaction of any business at such meeting.

(e) Proxies. Each Member may authorize any Person to act for such Member by proxy on all matters in which a Member is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. Every proxy must be signed by the Member or such Member’s attorney-in-fact. No proxy shall be valid after the expiration of three years from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the Member executing it unless otherwise provided in such proxy; provided, that such right to revocation shall not invalidate or otherwise affect actions taken under such proxy prior to such revocation.

(f) Organization. Each meeting of Members shall be conducted by such Person as the Board may designate.

(g) Action Without a Meeting. Unless otherwise provided in this Agreement (including Section 4.12), any action which may be taken at any meeting of the Members may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by a Majority in Interest. Prompt notice of the taking of the action without a meeting by less than unanimous written consent shall be given to those Members who have not consented in writing.

Section 3.4 Business Transactions of a Member with the Company.

(a) The Advisory Agreements have been ratified and approved in all respects, and, except as otherwise provided in the Advisory Agreements, any advisory or monitoring fees or other amounts payable to the applicable party thereto or any of their respective Affiliates or designees thereunder shall not be subject to any further approval hereunder or otherwise. Notwithstanding the foregoing, the unanimous written consent of Kelso, GSCP and VAC shall be required in connection with (i) KAR Holdings determination to pay any fees in connection with Transaction Services (as defined in the Advisory Agreements) to the applicable party to such agreement (it being understood that if such fees in connection with Transaction Services are offered to be paid to Kelso, GSCP and VAC then Parthenon shall have the right to provide similar Transaction Services and if such services are so provided to receive fees with respect thereto consistent with the respective annual fees payable to Parthenon as compared to the other parties of the Advisory Agreements), (ii) KAR Holdings determination to increase the fees payable to any party to such Advisory Agreement in the event that such party (or its designees) invests additional equity in the Company or any of its Affiliates (it being understood that in connection therewith, if such fees are so increased, the fees of other members that invests

6

additional equity alongside such first party shall be similarly increased in a proportional amount), and (iii) the amendment or modification to the amount of annual monitoring fees payable to the applicable party under such Advisory Agreement. None of the Advisory Agreements may be amended in a manner that is adverse to any of Kelso, GSCP, VAC or Parthenon without such affected party’s prior written consent.

(b) A Member may lend money to, borrow money from, act as surety or endorser for, guarantee or assume one or more specific obligations of, provide collateral for, or transact any other business with the Company or any of its Subsidiaries; provided that (i) any such transaction (A) shall require the approval of the Board, (B) shall have been approved as may be required by Section 4.12, and (C) must be on terms which are no less favorable to the Company or such Subsidiary than those terms which would be obtained in a comparable arm’s-length transaction with an unrelated third party and (ii) any such loan shall be subject to preemptive rights similar to those provided in Section 6.4(b) so that the other Investor Members have the right to make a concurrent loan on the same terms as the Member making such loan to the Company or any of its Subsidiaries as is necessary to maintain the relative debt interests (which shall be deemed to be equivalent to the relative equity interests if no Member loans have been made) in the Company and its Subsidiaries between the Member making such loan and the other Investor Members. For the avoidance of doubt, the foregoing proviso shall not apply (by virtue of this Section 3.4) to agreements contained in this Agreement (including, but not limited to, the agreements contained in (x) Section 6.3 and 6.4 (e.g., Capital Contributions) and (y) Article XII (e.g., rights exercised by Members in respect of Transfers)).

Section 3.5 No Cessation of Membership upon Bankruptcy. A Person shall not cease to be a Member of the Company upon the happening, with respect to such Person, of any of the events specified in Section  18-304 of the Delaware Act.

Section 3.6 Confidentiality.

(a) Without the approval of the Board, except (i) to the extent required by law, rule, regulation or, as contemplated by and subject to subsection (b) below, court order, subpoena or similar legal process, (ii) for disclosure made by a Member to any Person who is an officer, director, employee or agent of such Member or counsel to, accountants of, consultants to or other advisors or representatives (“Representatives”) for, such Member, (iii) for disclosures made by a Member to any Person to which such Member offers to Transfer any Interests of the Company (so long as such Member is permitted to Transfer such Interests at such time in accordance with Article XII hereof); provided that the prospective transferee shall agree to be bound by a confidentiality agreement for the benefit of the Company containing provisions substantially similar to the provisions of this Section 3.6, and (iv) for disclosure to the shareholders, limited partners, partners or members of an Investor Member or of Affiliates thereof and their respective Representatives, in each case who have a need to know such information and who have agreed to maintain the confidentiality of such information; provided any disclosure pursuant to this clause (iv) is generally consistent with the scope and nature of disclosure made by such Investor Member to such Persons in respect of such Investor Member’s other investments, no Member shall disclose any trade secrets, customer lists, drawings, designs, information regarding product development, marketing plans, sales plans, management organization information (including data and other information relating to members of the Board or management), operating policies or

7

manuals, business plans, financial records, packaging design or other financial, commercial, business or technical information relating to the Company or any of its Subsidiaries or information designated as confidential or proprietary that the Company or any of its Subsidiaries may receive belonging to suppliers, customers or others who do business with the Company or any of its Subsidiaries (collectively, “Confidential Information”) to any third Person unless such Confidential Information has been previously disclosed to the public by the Company or is in the public domain (other than by reason of such Member’s breach of this Section 3.6).

(b) In the event that any party hereto or any of its Representatives becomes legally compelled by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar judicial or administrative process to disclose any Confidential Information, the disclosing party shall provide the Company with prompt prior written notice of such requirement and shall cooperate with the Company, at the Company’s expense, to obtain a protective order or similar remedy to cause such Confidential Information not to be disclosed, including interposing all available objections thereto, such as objections based on settlement privilege. In the event that such protective order or other similar remedy is not obtained, the disclosing party shall furnish only that portion of such Confidential Information that has been legally compelled to be furnished. Any Member who is an employee of the Company or its Subsidiaries shall, during such employment, disclose Confidential Information only for the benefit of the Company and in accordance with any restrictions placed on its disclosure by the Company.

Section 3.7 Noncompetition and Nonsolicitation. To the extent that the covenants and restrictions contained in Section 3.6 and this Section 3.7 apply to Management Members, such covenants and restrictions shall be in addition to and not in lieu of any covenants or restrictions applying to any Management Member pursuant to any employment, severance or services agreement between such Management Member and the Company or any of its Subsidiaries and shall apply to both Management Members and Inactive Management Members. The terms of this Section 3.7 shall apply to each Management Member except to the extent expressly provided otherwise in a separate agreement between a Management Member and the Company or any of its Subsidiaries that is approved by the Board.

(a) Noncompetition. Until the later of (i) the date on which a Management Member or any transferee thereof permitted under Section 12.3 hereof, directly or indirectly, no longer retains any equity interest in the Company and (ii) the termination of any severance payable pursuant to any termination or severance agreement, if any, entered into between such Management Member and the Company or any Subsidiary thereof, neither such Management Member nor any controlled Affiliate of such Management Member shall become associated with any entity, whether as a principal, partner, employee, member, director, officer, consultant or shareholder (other than as a holder of not in excess of 1% of the outstanding voting shares of any publicly traded company), that is actively engaged in any geographic area in which the Company or any of its Subsidiaries does business in any business which is either in competition with the business of the Company or any of its Subsidiaries (i) conducted at any time during the 12 months preceding the date such Management Member ceases to hold any equity interest in the Company or (ii) proposed to be conducted by the Company or any of its Subsidiaries in the

8

Company’s business plan as in effect as of the date such Management Member ceases to hold any equity interest in the Company.

(b) Non-Solicitation of Employees. Except, in the case of a Management Member, as permitted under any employment, severance or services agreement between such Management Member and the Company or any of its Subsidiaries, during (i) in the case of a Management Member, the restriction period under Section 3.7(a) or (ii) in the case of an Investor Member, the period commencing on the date hereof and ending on the date on which such Investor Member (together with any Affiliates of such Investor Member), directly or indirectly, ceases to own at least 10% of the Common Units that such Investor Member holds on the date hereof, after giving effect to the Capital Contributions made by such Investor Member on the date hereof, no Management Member or Investor Member shall directly or indirectly induce any employee of the Company or any of its Subsidiaries to terminate employment with such entity, and no Management Member or Investor Member shall directly or indirectly, either individually or as owner, agent, employee, consultant or otherwise, employ, offer employment to or otherwise interfere with the employment relationship of the Company or any of its Subsidiaries with any person who is or was employed by the Company or such Subsidiary unless, at the time of such employment, offer or other interference, such person shall have ceased to be employed by such entity for a period of at least six months; provided that nothing in this Section 3.7(b) shall preclude such Management Member or Investor Member from using an employment agency (so long as it is not directed to solicit such persons), placing advertisements during the restriction period in periodicals of general circulation soliciting persons for employment.

(c) Non-Solicitation of Clients. Except as permitted under any employment, severance or services agreement between such Management Member and the Company or any of its Subsidiaries, during the restriction period under Section 3.7(a), no Management Member shall solicit or otherwise attempt to establish for himself or any other Person any business relationship with any Person which is, or at any time during the 12-month period preceding the date such Management Member ceases to hold any equity interest in the Company was, a customer, client or distributor of the Company or any of its Subsidiaries; provided that, notwithstanding the foregoing, an Inactive Management Member may solicit or otherwise attempt to establish for himself or any other Person a business relationship with any customer, client or distributor of the Company or any of its Subsidiaries so long as such business relationship is not related in any respect to the business of the Company or any of its Subsidiaries (x) as then conducted or as conducted at any time during the 12 months preceding the date such Member became an Inactive Management Member or (y) as proposed to be conducted by the Company or any of its Subsidiaries in the Company’s business plan as in effect as of the date such Member became an Inactive Management Member.

(d) Injunctive Relief with Respect to Covenants. Each Management Member acknowledges and agrees that the covenants and obligations herein of such Management Member with respect to confidentiality, noncompetition and nonsolicitation relate to special, unique and extraordinary matters and that a violation or threatened violation of any of the terms of such covenants or obligations will cause the Company irreparable injury for which adequate

9

remedies are not available at law. Therefore, each Management Member agrees, to the fullest extent permitted by applicable law, that the Company shall be entitled to an injunction, restraining order or such other equitable relief (without the requirement to post bond) restraining such Management Member from committing any violation of the covenants or obligations contained in this Section 3.7. These injunctive remedies are cumulative and are in addition to any other rights and remedies the Company may have at law or in equity. In connection with the foregoing provisions of this Section 3.7, each Management Member represents that his economic means and circumstances are such that such provisions will not prevent him from providing for himself and his family on a basis satisfactory to him.

(e) Unenforceable Restriction. It is expressly understood and agreed that although each Investor Member, Management Member and the Company considers the restrictions contained in this Section 3.7 to be reasonable, if a final determination is made by an arbitrator to whom the parties have assigned the matter or a court of competent jurisdiction that any restriction contained in this Agreement is an unenforceable restriction against any Management Member or Investor Member, as applicable, the provisions of this Agreement shall not be rendered void but shall be reformed to apply as to such maximum time and to such maximum extent as such arbitrator or court may determine or indicate to be enforceable. Alternatively, if such arbitrator or court finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be reformed so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Section 3.8 Other Business for Members.

(a) Business Ventures. Except as provided in Section 3.7, any Inactive Management Member, Outside Member or, subject to the last sentence of Section 3.8(b), any Investor Member, or an Affiliate of any of the foregoing, may engage in or possess an interest in other business ventures of any nature or description, independently or with others, similar or dissimilar to the business of the Company, and the Company, the Directors and the Members shall have no rights by virtue of this Agreement in and to such independent ventures or the income or profits derived therefrom, and the pursuit of any such venture, even if competitive with the business of the Company, shall not be deemed wrongful or improper.

(b) Business Opportunities. No Inactive Management Member, Outside Member or Director (other than any active Management Member who serves as a Director) or an Affiliate of any of the foregoing shall be obligated to present any particular investment opportunity to the Company even if such opportunity is of a character that, if presented to the Company, could be taken by the Company, and any Inactive Management Member, Outside Member or Director (other than any Management Member who serves as a Director) or an Affiliate of any of the foregoing shall have the right to take for such Person’s own account (individually or as a partner or fiduciary) or to recommend to others any such particular investment opportunity. No Investor Member shall directly, or shall cause any Controlled Affiliate to, pursue an investment or business opportunity that arises in North America and that (i) is primarily in the wholesale used vehicle auction, salvage vehicle auction or short-term inventory-secured financing for used car

10

dealers lines of business as conducted by the Company or any of its Subsidiaries on the date hereof and (ii) is an opportunity in which the Company or one of its Subsidiaries reasonably has an interest or expectancy without first presenting such investment or business opportunity to the Company (it being understood that an investment in the equity interests of a public company engaged in such lines of business shall not be prohibited); provided that, if neither the Company nor any of its Subsidiaries enters into an agreement in respect of such investment or business opportunity within 90 days of such opportunity having been presented to the Company (and the reason therefor is not in a significant part the result of actions taken by such Investor Member or its Affiliates or designee Directors, including actions pursuant to Section 4.12 hereof), then such Investor Member shall have the right to take for such Member’s own account (individually or as a partner or fiduciary) or to recommend to others any such particular opportunity, and provided, further, that if such opportunity presents itself to a Controlled Affiliate that is not wholly-owned by such Investor Member (ignoring for purposes hereof any equity interests in such Controlled Affiliate that are held by management) then the obligation set forth above shall not apply to such Investor Member, but such Investor Member shall, if it intends to pursue such opportunity, instead provide advance, reasonably detailed notice of such business opportunity to the Company a reasonable period after taking such opportunity; and provided, further, for the avoidance of doubt, that the provisions of this Section 3.8(b) shall not apply to any Affiliate of an Investor Member that is not a Controlled Affiliate of such Investor Member.

(c) Management Members. For the avoidance of doubt, no Management Members or any other Members who are employees of the Company or any of its Subsidiaries will be entitled to any of the rights set forth in Section 3.8(a) and (b), and such provisions shall not in any way limit any non-competition or non-solicitation restrictions contained in this Agreement or an employment, severance, separation or services agreement between such Member and the Company or any of its Subsidiaries.

Section 3.9 Additional Members.

(a) Admission Generally. Upon the approval of the Board or the Override Unit Committee, the Company may admit one or more additional Members (each, an “Additional Member”), to be treated as a “Member” or one of the “Members” for all purposes hereunder. The Board may designate any such Additional Member as an “Investor Member,” a “Management Member” or an “Outside Member” hereunder.

(b) Rights of Additional Members. Prior to the admission of an Additional Member, the Board shall determine (but only to the extent that such determination has been approved by at least one GSCP Director, at least one Kelso Director and at least one VAC Director):

(i) the Capital Contribution (if any) of such Additional Member;

11

(ii) the rights, if any, of such Additional Member to appoint Directors to the Board;

(iii) subject to compliance with the provisions of Section 6.4(b) hereof, the number of Units to be granted to such Additional Member and whether such Units shall be Class A Common Units, Override Units or Units of an additional class of Interests authorized by the Board; and in the case of any Override Units, the applicable Benchmark Amount and terms thereof, including whether such Override Units are Operating Units or Value Units (it being understood that all issuances of Units to such Additional Member shall be valued at Fair Market Value or greater); and

(iv) whether such Additional Member will be a Management Member, an Investor Member or an Outside Member; provided that (a) an Additional Member may only be designated a GSCP Member with the additional consent of GSCP, (b) an Additional Member may only be designated a Kelso Member with the additional consent of Kelso, (c) an Additional Member may only be designated a VAC Member with the additional consent of VAC, (d) an Additional Member may only be designated a Parthenon Member with the additional consent of Parthenon and (e) the rights and obligations of any Outside Member shall be as specified by the Board in its sole discretion and, if such terms are different from the terms applicable to the Outside Member as provided herein, this Agreement shall be amended, in accordance with Section 14.10, to reflect such terms.

(c) Admission Procedure; Minority Protections. Each Person shall be admitted as an Additional Member at the time such Person (i) executes a joinder agreement to this Agreement, (ii) makes a Capital Contribution (if any) to the Company in an amount to be determined by the Board, (iii) complies with the applicable Board resolution (if any) with respect to such admission, (iv) is issued Units (if any) by the Company and (v) is named as a Member in Schedule A (as described in Section 12.2) hereto. The Board is authorized to amend Schedule A to reflect any issuance of Units and any such admission and any actions pursuant to this Section 3.9. In connection with admitting any Additional Member, the Board shall not be permitted to grant any rights to such Additional Member that have a disproportionate negative impact on any Member without such Member’s consent.

ARTICLE IV

MANAGEMENT

Section 4.1 Board.

(a) Generally. The business and affairs of the Company shall be managed by or under the direction of a committee of the Company (the “Board”) consisting of such number of natural

12

persons (each, a “Director”) as shall be established pursuant to Section 4.1(b) below. Subject to any rights that may be granted pursuant to Section 3.9(b), following the Closing the Directors shall be appointed to the Board upon the vote, approval or consent of a Majority in Interest with all Members agreeing to vote their Units as designated in Section 4.1(b); it being understood and agreed that by executing this Agreement each Member elects the persons listed in Section 4.1(b)(i) to serve as the initial Directors. Directors need not be Members. Subject to the other provisions of this Article IV (including Section 4.12), the Board shall have full, exclusive and complete discretion to manage and control the business and affairs of the Company, to make all decisions affecting the business and affairs of the Company and to take all such actions as it deems necessary or appropriate to accomplish the purposes of the Company as set forth herein, including, without limitation, to exercise all of the powers of the Company set forth in Section 2.2 of this Agreement. Each person named as a Director herein or subsequently appointed as a Director is hereby designated as a “manager” (within the meaning of the Delaware Act) of the Company. Except as otherwise provided herein, and notwithstanding the last sentence of Section 18-402 of the Delaware Act, no single Director may bind the Company, and the Board shall have the power to act only collectively in accordance with the provisions and in the manner specified herein. Each Director shall hold office until a successor is appointed in accordance with Section 4.1(b) or until such Director’s earlier death, resignation or removal in accordance with the provisions hereof.

(b) Election of Directors.

(i) Initial Directors. The Board shall initially consist of ten Directors. The initial Directors of the Company will be David Wahrhaftig and Church Moore (the two Kelso Directors), Sanjeev Mehra and Thomas J. Carella (the two GSCP Directors), Peter H. Kamin and Gregory P. Spivy (the two VAC Directors), David J. Ament (the Parthenon Director), Brian T. Clingen (the CEO Designee) and Thomas C. O’Brien and James P. Hallett (the two Majority Sponsor’s Designees).

(ii) Composition. The Kelso Members, the GSCP Members and the VAC Members shall each have the right, in their sole discretion, to designate two of the Directors for election to the Board as long as each such group of Members collectively continues to hold an amount of Common Units that represents at least 10% of the Original Amount (the “Requisite Original Amount”) held by such Members; provided, that GS Capital Partners VI Parallel, L.P. shall have the sole right to designate one of the two Directors that may be designated by the GSCP Members. The Parthenon Members shall have the right, in their sole discretion, to designate one Director for election to the Board so long as the Parthenon Members collectively continue to hold the Requisite Original Amount. The Majority Sponsors shall also have the right, in their sole discretion, to designate from time to time two officers of the Company as Directors for election to the Board so long as such officers remain officers of the Company or any of its Subsidiaries (the “Majority Sponsors Designees”); provided, however, that if

13

any Majority Sponsor ceases to hold the Requisite Original Amount, such Majority Sponsor shall no longer have the right to designate the Majority Sponsors Designees and the Majority Sponsors Designees shall be designated by the mutual consent of the Majority Sponsors that continue to hold the Requisite Original Amount (or (x) if there is only one remaining Majority Sponsor that continues to hold the Requisite Original Amount, the Majority Sponsors Designees shall be designated by the sole remaining Majority Sponsor that continues to hold the Requisite Original Amount or (y) if there are no remaining Majority Sponsors that continue to hold the Requisite Original Amount, the Majority Sponsors Designees shall be designated by the holders of a Majority in Interest). The initial Majority Sponsors’ Designees are Thomas C. O’Brien and James P. Hallett. For so long as Brian T. Clingen shall serve as President and Chief Executive Officer, Brian T. Clingen shall be designated by the Members for election to the Board (the “CEO Designee”). At any time when Brian T. Clingen shall no longer serve as President and Chief Executive Officer of the Company, the Members shall jointly designate any subsequent President and Chief Executive Officer for election to the Board.

(iii) Voting. The Kelso Directors shall collectively have the right to cast a total of five (5) votes at the meeting of the Board. The GSCP Directors shall collectively have the right to cast a total of five (5) votes at the meeting of the Board. The VAC Directors shall collectively have the right to cast a total of five (5) votes at the meeting of the Board. If there exists more than one Kelso Director, GSCP Director or VAC Director, each such Director shall have the number of votes equal to the total number of votes allocated to the Kelso Directors, GSCP Directors and VAC Directors, as the case may be, divided by the number of Kelso Directors, GSCP Directors or VAC Directors, as applicable, then in office. The Parthenon Director shall have the right to cast a total of one (1) vote at the meeting of the Board. Each of the Majority Sponsors’ Designees and the CEO Designee shall have the right to cast one (1) vote at the meeting of the Board. The foregoing provisions shall also apply with respect to any Subsidiary Board and any committee on which such Directors serve. Each Member shall vote all of the Units over which it exercises voting control and shall take all other necessary or desirable actions within such Member’s control (whether in such Member’s capacity as a Member, Director, Officer, member of a Board committee or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum, execution of written consents in lieu of meetings and approval of amendments and/or restatements of the Certificate or this Agreement), and the Company shall take all necessary and desirable actions within its control (including, without limitation, calling special Board or Member meetings and approval of amendments and/or restatements of the Certificate or this Agreement), so that the Directors designated in accordance with Section 4.1(b)(ii) will be elected to the Board.

14

(c) Observer. To the extent that, at any time, any Investor Member, as the case may be, has no Director designation rights pursuant to Section 4.1(b), such party shall have (i) the right to designate an observer to attend any meetings of the Board (which right may be waived by such party in its sole discretion) and (ii) such other rights as are set forth in a letter agreement entered into as of the date hereof between the Company, on the one hand, and each of GS Capital Partners VI Parallel, L.P., PCAP KAR, LLC, Parthenon Investors II, L.P., Parthenon Investors III, L.P. and Kelso Investment Associates VII, L.P., on the other hand, the form of which is attached as Exhibit C hereto.

(d) Subsidiaries.

(i) Composition. The composition of the board of directors of each of the Company’s Subsidiaries (a “Subsidiary Board”) shall be the same as the composition of the Board.

(ii) Structure; Governance. Any change in the structure or governance of any Subsidiary of the Company shall not adversely affect any Member or group of Members disproportionately relative to other Members without the prior written consent of the affected Member or Members, as applicable.

(iii) Protections. All Subsidiaries of the Company shall be governed in a manner consistent with the applicable provisions of this Agreement (including with respect to Board composition, quorum and notice requirements). The Company shall take such actions, including causing its Subsidiaries to take such actions, to ensure that the provisions of Subsidiaries’ organizational documents applicable to Subsidiary Boards are not inconsistent with the provisions of this Agreement applicable to the Board or any Subsidiary Board.

Section 4.2 Meetings of the Board. The Board shall meet from time to time to discuss the business of the Company. The Board may hold meetings either within or without the State of Delaware. Meetings of the Board may be held at such time and at such place as shall from time to time be determined by the Board. The majority of the Board may call a meeting of the Board on five business days’ notice to each Director, either personally, by telephone, by facsimile or by any other similarly timely means of communication, which notice requirement may be waived by unanimous vote or consent of all the Directors on the full Board.

Section 4.3 Quorum and Acts of the Board. Directors holding the right to cast at least a majority of the votes at a meeting of the full Board shall constitute a quorum for the transaction of business. Except as otherwise provided in this Agreement, the act of Directors holding a majority of the votes of the full Board at any meeting at which there is a quorum shall be the act of the Board. If a quorum shall not be present at any meeting of the Board, the Directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting by the

15

unanimous written consent of the full Board or all of the members of the committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee. Board or committee actions by less than unanimous written consent are hereby specifically denied.

Section 4.4 Electronic Communications. Members of the Board, or any committee designated by the Board, may participate in a meeting of the Board, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

Section 4.5 Committees of Directors. The Board (a) shall designate an Override Unit Committee, which may act by a majority vote of the members of such committee, and shall be comprised of (x) for so long as any of GSCP, Kelso and VAC has the right to designate Directors pursuant to Section 4.1(b), one GSCP Director, one Kelso Director and one VAC Director, as applicable, and (y) thereafter, such number of persons and persons as may be designated by the Board, and (b) may, by resolution passed by the Board, designate one or more additional committees, each of which may act by a majority vote of the members of such committee. Such resolution shall specify the duties, quorum requirements and qualifications of the members of such additional committees, each such committee to consist of one GSCP Director, one Kelso Director and one VAC Director so long as GSCP, Kelso and VAC, as the case may be, continue to hold the Requisite Original Amount. The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee; provided, however, that if such absent or disqualified member is a GSCP Director, Kelso Director or VAC Director, such member may only be replaced with an alternate member that is a GSCP Director, Kelso Director or VAC Director, as the case may be. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member; provided, however, that if such absent or disqualified member is a GSCP Director, Kelso Director or VAC Director, such member may only be replaced with another member that is a GSCP Director, Kelso Director or VAC Director, as the case may be. Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Company. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board. Each committee shall keep regular minutes of its meetings and report the same to the Board when required. The Parthenon Director shall receive notice of all meetings of any committee of the Board (which notice shall contain all materials then available which are to be reviewed by the

members of such committee (with any additional material to be promptly distributed)) and shall have the right to attend any meetings of any committee of the Board but shall not have the right to vote at any meeting of any committee of the Board.

Section 4.6 Compensation of Directors. The Board shall have the authority to fix the compensation of Directors. The Directors may be paid their expenses, if any, of attendance at such meetings of the Board and may be paid a fixed sum for attendance at each meeting of the Board or a stated salary as a Director. Payments may vary from Director to Director, as

16

determined by the Board (which determination must be approved by GSCP, Kelso and VAC; provided that, if GSCP Directors, Kelso Directors and VAC Directors receive the same director payments, the Parthenon Director shall be treated similarly with respect to such director payments). No such payment shall preclude any Director from serving the Company in any other capacity and receiving compensation therefor. Members of any committee of the Board may be allowed like compensation for attending committee meetings.

Section 4.7 Resignation. Any Director may resign at any time by giving written notice to the Company. The resignation of any Director shall take effect upon receipt of such notice or at such later time as shall be specified in the notice; and, unless otherwise specified in the notice, the acceptance of the resignation by the Company, the Members or the remaining Directors shall not be necessary to make it effective. In addition, in the event that GSCP, Kelso, VAC or Parthenon loses its right to designate a Director or Directors pursuant to Section 4.1(b)(ii) as a result of ceasing to hold the Requisite Original Amount, such Director or Directors shall be deemed to have resigned from the Board effective immediately upon the occurrence of such event. Upon the effectiveness of any such resignation, such Director shall cease to be a “manager” (within the meaning of the Delaware Act).

Section 4.8 Removal of Directors. Members shall have the right to remove any Director at any time for cause upon the affirmative vote of a Majority in Interest. In addition, Directors holding a majority of the votes of the full Board shall have the right to remove a Director for cause. The Majority Sponsors shall have the right to remove the Majority Sponsor Designees at any time. Upon the taking of such action, the Director shall cease to be a “manager” (within the meaning of the Delaware Act). Notwithstanding the preceding sentences of this Section 4.8, (a) the removal from the Board or a Subsidiary Board or a committee (with or without cause) of any Director appointed or designated hereunder solely by GSCP shall be only at the written request of GSCP, (b) the removal from the Board or a Subsidiary Board or a committee (with or without cause) of any Director appointed or designated hereunder solely by Kelso shall be only at the written request of Kelso, (c) the removal from the Board or a Subsidiary Board or a committee (with or without cause) of any Director appointed or designated hereunder solely by VAC shall be only at the written request of VAC, (d) the removal from the Board or a Subsidiary Board or a committee (with or without cause) of any Director appointed or designated hereunder solely by Parthenon shall be only at the written request of Parthenon, (e) the removal from the Board or a Subsidiary Board or a committee (with or without cause) of any Majority Sponsor Designees, shall be only at the written request of the Majority Sponsors and (f) the removal from the Board or a Subsidiary Board of the CEO Designee shall only occur at such time as such CEO Designee ceases to be the President and Chief Executive Officer of the Company (at which point the CEO Designee shall be deemed to have resigned from the Board immediately upon the occurrence of such event). Upon receipt of any such written request, the

Board will promptly take all such actions as shall be necessary or desirable to cause the removal of such Director. Any vacancy caused by any such removal shall be filled in accordance with Section 4.9.

Section 4.9 Vacancies. If any vacancies shall occur in the Board, by reason of death, resignation, deemed resignation, removal or otherwise, the Directors then in office shall continue to act, and in the event the Directors then in office do not constitute a quorum, actions that could otherwise have been taken by Directors holding a majority of the votes of the full Board at any

17

meeting at which there was a quorum may be taken by Directors holding a majority of the votes of the Directors then in office, even if less than a quorum; provided, however, if the vacancy is created as a result of the death, resignation, deemed resignation or removal of a GSCP Director, Kelso Director or VAC Director, so that at such time there is no GSCP Director, Kelso Director or VAC Director, as the case may be, no action may be taken by the Directors remaining in office for at least five (5) Business Days following the creation of such vacancy so that GSCP, Kelso or VAC, as applicable, may fill such vacancies with Directors appointed or designated by such Investor Member prior to the taking of any Board action. Except in the case of vacancies caused by deemed resignations pursuant to the penultimate sentence of Section 4.7, any vacancy shall be filled at any time in accordance with Section 4.1(b). Any vacancy caused by deemed resignations pursuant to the penultimate sentence of Section 4.7 shall not be filled by the Board or the Members and the total size of the full Board shall be reduced by the numbers of Directors that were deemed to have resigned pursuant to the penultimate sentence of Section 4.7. A Director elected to fill a vacancy shall hold office until his or her successor has been elected and qualified or until his or her earlier death, resignation or removal.

Section 4.10 Directors as Agents. The Directors, to the extent of their powers set forth in this Agreement, are agents of the Company for the purpose of the Company’s business, and the actions of the Directors taken in accordance with such powers shall bind the Company. Except as otherwise provided in Section 1.3 and notwithstanding the last sentence of Section 18-402 of the Delaware Act, no single Director shall have the power to bind the Company and the Board shall have the power to act only collectively in the manner specified herein.

Section 4.11 Officers. The Board shall appoint an individual or individuals to serve as the Company’s Chief Executive Officer and President and Chief Financial Officer and may, from time to time as it deems advisable, appoint additional officers of the Company (together with the Chief Executive Officer and President and Chief Financial Officer, the “Officers”) and assign such officers titles (including, without limitation, Vice President, Secretary and Treasurer). Unless the Board decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 4.11 may be revoked at any time by the Board. Any Officer may be removed with or without cause by the Board, except as otherwise provided in this Agreement or in any services or employment agreement between such Officer and the Company. Any officer of a Subsidiary may be removed with or without cause by the applicable Subsidiary Board, except as otherwise provided in this Agreement or in any services or employment agreement between such officer and such Subsidiary. The initial officers that are hereby appointed by the Board, effective as of April 20, 2007, are set forth on Schedule 4.11 hereof.

Section 4.12 Certain Covenants. Notwithstanding anything to the contrary herein, the Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, take any of the following actions without the prior written consent of the Majority Sponsors (it being understood that for purposes of this Section 4.12, “Majority Sponsors” shall only include, as of the date of determination regarding which Members must consent to the following actions set forth in this Section 4.12, those Majority Sponsors that continue to hold the Requisite Original Amount at the time of such determination, and if no such Majority Sponsor continues to hold the

18

Requisite Original Amount, then the actions set forth in this Section 4.12 shall no longer be subject to the approval of the Members by reason of this Section 4.12):

(a) amend or repeal any provision of the certificate of incorporation or bylaws or other organizational documents of the Company or any of its Material Subsidiaries;

(b) dissolve or merge the Company or ADESA or IAAI or any entity owning ADESA or IAAI, or sell, lease or exchange all or substantially all of the assets of the Company or any of its Material Subsidiaries;

(c) issue shares of capital stock or securities convertible into shares, or warrants, options or other rights to acquire shares or limited liability interests or partnership interests in the Company or any of its Subsidiaries, except to the Company or a wholly-owned Subsidiary; provided, that any such issuance shall be subject to Section 6.4(b);

(d) repurchase any Units or Interests in the Company; provided, that the repurchase of any Units or Interests in the Company from any Investor Member shall require the prior written consent of each of Kelso, VAC and GSCP;

(e) declare dividends or other distributions of earnings or capital, except to the Company or a wholly owned Subsidiary; provided, that any such declaration and distribution shall be subject to the provisions of Article IX;

(f) create, incur, assume or suffer to exist any indebtedness of the Company or any of its Subsidiaries for borrowed money (which shall include for purposes hereof capitalized lease obligations and guarantees or other contingent obligations for indebtedness for borrowed money but exclude indebtedness for borrowed money, including credit line capacity existing as of the date hereof) in an aggregate amount (as to the Company and all of its Subsidiaries) in excess of (x) $1,000,000 in any year and (y) $5,000,000 outstanding at any one time in the aggregate;

(g) enter into any transactions (except as expressly contemplated by this Agreement) with any “affiliate” or “associate” (as such terms are defined under Rule 12b 2 of the Exchange Act); provided, that any such transaction must be on terms which are no less favorable to the Company or a Subsidiary, as applicable, than those terms which would be obtained in a comparable arm’s-length transaction with an unrelated third party or on terms that are otherwise approved by each of Kelso, GSCP and VAC;

(h) commence, settle or compromise any legal proceedings out of the ordinary course business for an amount in excess of $250,000 or which imposes material injunctive or other restrictions on the Company or its Subsidiaries in the future;

19

(i) select or change its independent certified accountants;

(j) make any loans or advances to or investments in any Person (other than a wholly owned Subsidiary) in excess of $250,000 outstanding at any one time in the aggregate, other than extensions of trade credit and advances to employees for travel expenses made in the ordinary course of business;

(k) remove its Chief Executive Officer;

(l) engage in any business or activity other than those related to the current businesses of the Company or its Subsidiaries (including ADESA and IAAI); or

(m) agree or otherwise commit to take any actions set forth in the foregoing subparagraphs (a) through (l);

provided, that the Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, take any action that would reasonably be expected to result in the recognition of ECI or UBTI by any of the partners of any GSCP Member, Kelso Member, VAC Member or Parthenon Member without the prior written consent of each of GSCP, Kelso, VAC and Parthenon.

ARTICLE V

INVESTMENT REPRESENTATIONS, WARRANTIES AND COVENANTS

Section 5.1 Representations, Warranties and Covenants of Members.

(a) Investment Intention and Restrictions on Disposition. Each Member represents and warrants that such Member is acquiring the Interests solely for such Member’s own account for investment and not with a view to resale in connection with any distribution thereof. Each Member agrees that such Member will not, directly or indirectly, Transfer any of the Interests (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of any of the Interests) or any interest therein or any rights relating thereto or offer to Transfer, except in compliance with the Securities Act, all applicable state securities or “blue sky” laws and this Agreement, as the same shall be amended from time to time. Any attempt by a Member, directly or indirectly, to Transfer, or offer to Transfer, any Interests or any interest therein or any rights relating thereto without complying with the provisions of this Agreement, shall be void and of no effect.

(b) Securities Laws Matters. Each Member acknowledges receipt of advice from the Company that (i) the Interests have not been registered under the Securities Act or qualified under any state securities or “blue sky” laws, (ii) it is not anticipated that there will be any public

20

market for the Interests, (iii) the Interests must be held indefinitely and such Member must continue to bear the economic risk of the investment in the Interests unless the Interests are subsequently registered under the Securities Act and such state laws or an exemption from registration is available, (iv) Rule 144 promulgated under the Securities Act (“Rule 144”) is not presently available with respect to sales of any securities of the Company and the Company has made no covenant to make Rule 144 available and Rule 144 is not anticipated to be available in the foreseeable future, (v) when and if the Interests may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts and in accordance with the terms and conditions of Rule 144 and the provisions of this Agreement, (vi) if the exemption afforded by Rule 144 is not available, public sale of the Interests without registration will require the availability of an exemption under the Securities Act, (vii) restrictive legends shall be placed on any certificate representing the Interests and (viii) a notation shall be made in the appropriate records of the Company indicating that the Interests are subject to restrictions on transfer and, if the Company should in the future engage the services of a transfer agent, appropriate stop-transfer instructions will be issued to such transfer agent with respect to the Interests.

(c) Ability to Bear Risk. Each Member represents and warrants that (i) such Member’s financial situation is such that such Member can afford to bear the economic risk of holding the Interests for an indefinite period and (ii) such Member can afford to suffer the complete loss of such Member’s investment in the Interests.

(d) Access to Information; Sophistication; Lack of Reliance. Each Member represents and warrants that (i) such Member is familiar with the business and financial condition, properties, operations and prospects of the Company and that such Member has been granted the opportunity to ask questions of, and receive answers from, representatives of the Company concerning the Company and the terms and conditions of the purchase of the Interests and to obtain any additional information that such Member deems necessary, (ii) such Member’s knowledge and experience in financial and business matters is such that such Member is capable of evaluating the merits and risk of the investment in the Interests and (iii) such Member has carefully reviewed the terms and provisions of this Agreement and has evaluated the restrictions and obligations contained therein. In furtherance of the foregoing, each Member represents and warrants that (i) no representation or warranty, express or implied, whether written or oral, as to the financial condition, results of operations, prospects, properties or business of the Company or as to the desirability or value of an investment in the Company has been made to such Member by or on behalf of the Company, (ii) such Member has relied upon such Member’s own independent appraisal and investigation, and the advice of such Member’s own counsel, tax advisors and other advisors, regarding the risks of an investment in the Company and (iii) such Member will continue to bear sole responsibility for making its own independent evaluation and monitoring of the risks of its investment in the Company. For purposes of this Section 5.1(d), the Company includes each of the businesses to be acquired by the Company pursuant to the Merger Agreement or the IAAI Contribution; provided, however, that this provision shall have no effect on the representations and warranties contained in the Contribution Agreement.

21

(e) Accredited Investor. Each Member represents and warrants that such Member is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act and, in connection with the execution of this Agreement, agrees to deliver such certificates to that effect as the Board may request.

Section 5.2 Additional Representations and Warranties of Non-Investor Members. Each Non-Investor Member represents and warrants that (i) such Non-Investor Member has duly executed and delivered this Agreement, (ii) all actions required to be taken by or on behalf of the Non-Investor Member to authorize it to execute, deliver and perform its obligations under this Agreement have been taken and this Agreement constitutes such Non-Investor Member’s legal, valid and binding obligation, enforceable against such Non-Investor Member in accordance with the terms hereof, (iii) the execution and delivery of this Agreement and the consummation by the Non-Investor Member of the transactions contemplated hereby in the manner contemplated hereby do not and will not conflict with, or result in a breach of any terms of, or constitute a default under, any agreement or instrument or any applicable law, or any judgment, decree, writ, injunction, order or award of any arbitrator, court or governmental authority which is applicable to the Non-Investor Member or by which the Non-Investor Member or any material portion of its properties is bound, (iv) no consent, approval, authorization, order, filing, registration or qualification of or with any court, governmental authority or third person is required to be obtained by such Non-Investor Member in connection with the execution and delivery of this Agreement or the performance of such Non-Investor Member’s obligations hereunder, (v) if such Non-Investor Member is an individual, such Non-Investor Member is a resident of the state set forth opposite such Non-Investor Member’s name on Schedule A and (vi) if such Non-Investor Member is not an individual, such Non-Investor Member’s principal place of business and mailing address is in the state set forth opposite such Non-Investor Member’s name on Schedule A.

Section 5.3 Additional Representations and Warranties of Investor Members.

(a) Due Organization; Power and Authority, etc. KIA VII represents and warrants that it is a limited partnership duly formed, validly existing and in good standing under the laws of the State of Delaware. KEP VI, LLC represents and warrants that it is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware. Each of GS Capital Partners VI Fund, L.P. and GS Capital Partners VI Parallel, L.P. represents and warrants that it is a limited partnership duly formed, validly existing and in good standing under the laws of the State of Delaware. GS Capital Partners VI GmbH & Co. KG represents and warrants that it is a German limited partnership (Kommanditgesellschaft) duly formed, validly registered at the lower court of Frankfurt a.M. in Germany and in good standing under the laws of Germany. GS Capital Partners VI Offshore Fund, L.P. hereby represents and warrants that it is an exempted limited partnership duly formed, validly existing and in good standing under the laws of the Cayman Islands. ValueAct Capital Master Fund, L.P. represents and warrants that it is a limited partnership duly formed, validly existing and in good standing under the laws of the State of Delaware. PCap KAR, LLC represents and warrants that it is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware. Each Investor Member further represents and warrants that it has all

22

necessary power and authority to enter into this Agreement to carry out the transactions contemplated herein.

(b) Authorization; Enforceability. All actions required to be taken by or on behalf of such Investor Member to authorize it to execute, deliver and perform its obligations under this Agreement have been taken, and this Agreement constitutes the legal, valid and binding obligation of such Investor Member, enforceable against such Investor Member in accordance with its terms, except as the same may be affected by bankruptcy, insolvency, moratorium or similar laws, or by legal or equitable principles relating to or limiting the rights of contracting parties generally.

(c) Compliance with Laws and Other Instruments. The execution and delivery of this Agreement and the consummation by such Investor Member of the transactions contemplated hereby in the manner contemplated hereby do not and will not conflict with, or result in a breach of any terms of, or constitute a default under, any agreement or instrument or any applicable law, or any judgment, decree, writ, injunction, order or award of any arbitrator, court or governmental authority which is applicable to such Investor Member or by which such Investor Member or any material portion of its properties is bound, except for conflicts, breaches and defaults that, individually or in the aggregate, will not have a material adverse effect upon the financial condition, business or operations of such Investor Member or upon such Investor Member’s ability to enter into and carry out its obligations under this Agreement.

(d) Executing Parties. The person executing this Agreement on behalf of each Investor Member has full power and authority to bind such Investor Member to the terms hereof.

Section 5.4 Additional Covenants of Management Members. Each Management Member hereby agrees that, upon the receipt of any Override Unit, it shall make an election pursuant to section 83(b) of the Code.

ARTICLE VI

CAPITAL ACCOUNTS; CAPITAL CONTRIBUTIONS

Section 6.1 Capital Accounts. A separate capital account (a “Capital Account”) shall be established and maintained for each Member. The initial balance in each Member’s Capital Account shall be as set forth on Schedule A.

Section 6.2 Adjustments.

(a) Each Member’s Capital Account shall be credited with the amount of cash contributed by such Member on the date hereof, which will be set forth on Schedule A, and shall also be credited with the Fair Market Value of the property contributed by such Member on the date hereof, which will be set forth on Schedule A.

23

(b) As of the end of each Accounting Period, the balance in each Member’s Capital Account shall be adjusted by (i) increasing such balance by (A) such Member’s allocable share of Net Income (allocated in accordance with Section 8.1), (B) the items of gross income allocated to such Member pursuant to Section 8.2 and (C) the amount of cash and the Fair Market Value of any property (as of the date of the contribution thereof and net of any liabilities encumbering such property) contributed to the Company by such Member during such Accounting Period, if any, and (ii) decreasing such balance by (A) the amount of cash and the Fair Market Value of any property (as of the date of the distribution thereof and net of any liabilities encumbering such property) distributed to such Member during such Accounting Period, (B) such Member’s allocable share of Net Loss (allocated in accordance with Section 8.1) and (C) the items of gross deduction allocated to such Member pursuant to Section 8.2. The provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulations section 1.704-1(b) and section 1.704-2 and shall be interpreted and applied in a manner consistent with such Treasury Regulations.

Section 6.3 Closing Capital Contributions.

(a) On the date hereof (i) each Member (other than Axle LLC) shall make a cash Capital Contribution to the Company in the amount set forth opposite such Member’s name on Schedule A and, in consideration thereof, the Company shall issue to such Member the number of Class A Common Units set forth opposite such Member’s name on Schedule A, (ii) the VAC Members shall contribute the number of shares of common stock of ADESA set forth opposite VAC’s name on Schedule A hereto and, in consideration thereof and in consideration for the cash Capital Contribution made by VAC pursuant to clause (i) hereof, the Company shall issue to VAC the number of Class A Common Units set forth opposite VAC’s name on Schedule A, and (iii) Axle LLC shall contribute to the Company all of the Axle Holdings Shares held by Axle LLC, pursuant to the Contribution Agreement and, in consideration thereof, the Company shall issue to Axle LLC the number of Class B Common Units set forth opposite Axle LLC’s name on Schedule A.

(b) With respect to cash Capital Contributions received by the Company on the date hereof (as set forth in Section 6.3(a) above), any of the Officers of the Company shall be authorized to authorize the contribution on or around the date hereof of all or a portion of such funds promptly to KAR Holdings and/or any other Subsidiary of the Company to consummate the transactions contemplated by the Merger Agreement. Notwithstanding anything to the contrary, no further approval of the Board or the Members shall be required with respect to the foregoing. In addition, the Officers of the Company shall be authorized to authorize, and such Officers shall effect, pursuant to the Contribution Agreement, the contribution of the Axle Holdings Shares to KAR Holdings immediately following the IAAI Contribution.

Section 6.4 Additional Capital Contributions.

(a) No Member shall be required to make any additional Capital Contribution to the Company in respect of the Interests then owned by such Member. However, from and after the date hereof, Management Members, Outside Members and Investor Members shall have the right

24

(but not the obligation) to make additional Capital Contributions to the Company at any time, upon the approval of the Board (which authorization must be approved by at least one GSCP Director, one Kelso Director and one VAC Director and is further subject to compliance with the provisions of Sections 4.12 and 6.4(b)). Any contributions of property after the date hereof shall be valued at their Fair Market Value.

(b) Without limiting the generality of Section 6.4(a) (and without duplication), if after the date hereof and prior to an Initial Public Offering, the Company proposes to issue, other than any Exempt Issuances, any Interests (the “Proposed Third Party Interests”), the Company shall first offer in writing (the “Initial Preemptive Rights Notice”) to sell to (x) each Investor Member and (y) each Management Member and Outside Member who continues to hold at least 10% of the Units that such Management Member or Outside Member (together with its Affiliates), as applicable, purchased on the date hereof (or on the date such member was admitted as an Additional Member in accordance with Section 3.9(a), if applicable), their respective Pro Rata Share of such Proposed Third Party Interests. A Member, upon receipt of an Initial Preemptive Rights Notice, shall have twenty (20) days to indicate in writing whether it accepts the offer to participate in such issuance, setting forth the number of Proposed Third Party Interests it wishes to purchase (up to its Pro Rata Share of such Proposed Third Party Interests, such portion that such Member wishes to purchase, the “Initial Purchase Amount”); provided that in order to exercise its rights under this Section 6.4(b), such Member must execute all customary transaction documents in connection with such issuance; provided further that in the event that the Company is issuing more than one type or class of securities in connection with such issuance, each Member participating in such issuance shall be required to acquire the same percentage of all such types and classes of securities. Upon the earlier of the expiration of such twenty (20) day period or the date upon which the Members receiving the Initial Preemptive Rights Notice have responded thereto in writing to the Company, (x) if all of the Members have affirmatively responded to such Initial Preemptive Rights Notice to purchase each such Member’s entire Pro Rata Share of such Proposed Third Party Interests, the Company may no longer issue and sell such Proposed Third Party Interests to the offerees thereof or (y) if not all of such Members have affirmatively responded to such Initial Preemptive Rights Notice, then such Proposed Third Party Interests specified in the Initial Preemptive Rights Notice that are not purchased by the Members receiving the Initial Preemptive Rights Notice (the “Declined Interests”) pursuant to the terms of this Section 6.4(b) shall be offered by the Company, by written notice (the “Second Preemptive Rights Notice”) to the Investor Members that have affirmatively responded to the Initial Preemptive Rights Notice, and each such participating Investor Member shall have ten (10) days to indicate in writing whether it accepts the offer to purchase its pro rata portion of the Declined Interests (such pro rata portion to be calculated based on each such participating Investor Member’s ownership of Units in relation to the ownership of Units by the other participating Investor Members that received the Second Preemptive Rights Notice, such portion that such Member wishes to purchase, the “Additional Purchase Amount”). If any Declined Interests specified in the Second Preemptive Rights Notice are not purchased by the participating Members receiving the Second Preemptive Rights Notice, such further declined securities may be issued and sold by the Company to the offerees thereof (at a purchase price and on terms no less favorable to the Company than the terms set forth in the Initial Preemptive Rights Notice) within ninety (90) days of the date of the Initial Preemptive Rights Notice. The Company shall issue an aggregate number of Proposed Third

25

Party Interests to each Member that has given written notice of the exercise of its rights hereunder equal to the sum of the Initial Purchase Amount and all Additional Purchase Amounts applicable to such Member as soon as practicable, and in no event later than the later of (i) five Business Days after receipt of such notice, and (ii) the closing of the issuance of such Interests to the third-party purchaser, against payment to the Company by such Member of solely cash consideration for such Interests. Any equity securities not issued within the 90-day period will be subject to the provisions of this Section 6.4(b) upon subsequent issuance. The Company shall provide that the issuance of interests in any Subsidiary shall be subject to preemptive rights substantially similar to, and in favor of the holders of, the rights described in this Section 6.4(b); provided, however, that such preemptive rights relating to any Subsidiary shall terminate upon the Initial Public Offering.

(c) Notwithstanding anything to the contrary herein, except upon the unanimous approval of the Board, no Member shall have the right to make additional Capital Contributions to the Company or purchase additional Units or equity securities pursuant to this Section 6.4 and the Company shall not be required to deliver a Preemptive Rights Notice in connection with (i) issuances to management, employees, officers or directors of the Company or any of its Subsidiaries pursuant to management incentive programs approved by the Override Unit Committee, including any issuances of Override Units under this Agreement, (ii) issuances to a Third Party in connection with (A) the debt financing of the Company or any of its Subsidiaries or (B) any restructuring or refinancing of indebtedness of the Company or any of its Subsidiaries, (iii) issuances, deliveries or sales of securities by the Company or any of its Subsidiaries to a Third Party in connection with the acquisition, strategic business combination or investment by the Company approved by the Board in any party which is not, prior to such transaction, an Affiliate of the Company or any Member (whether by merger, consolidation, stock swap, sale of assets or securities, or otherwise) or (iv) issuances, deliveries or sales of securities by the Company in connection with an IPO or a registration pursuant to the Registration Rights Agreement (collectively, “Exempt Issuances”).

(d) The provisions of this Section 6.4 are intended solely to benefit the Members and, to the fullest extent permitted by applicable law, shall not be construed as conferring any benefit upon any creditor of the Company (and no such creditor shall be a third party beneficiary of this Agreement), and no Member shall have any duty or obligation to any creditor of the Company to make any additional Capital Contributions or to cause the Board to consent to the making of additional Capital Contributions. Members shall be deemed to have contributed such additional capital upon issuance of additional Interests equal to the cash purchase price for such Interests or, if no cash is paid or there is non-cash consideration (including in the event that the Company or any Subsidiary acquires any company or business (whether by stock purchase, merger or otherwise, including any Company or business acquired or transferred from any Affiliate of the Company), and Units are issued in respect of such acquisition), in the amount of the Fair Market Value of such non-cash consideration as determined by the Board in good faith at or prior to issuance of such Interests. For the avoidance of doubt, the immediately foregoing sentence shall also apply to issuances of Interests to Additional Members. No Member shall be permitted to finance its additional Capital Contribution pursuant to this Section 6.4 by or through third-party

26

financing or any relationship or arrangement with third parties (other than third-party equity financings or debt financing not secured by Units or by any Interests).

Section 6.5 Negative Capital Accounts. Except as otherwise required by this Agreement, no Member shall be required to make up a negative balance in its Capital Account.

ARTICLE VII

ADDITIONAL TERMS APPLICABLE TO OVERRIDE UNITS

Section 7.1 Certain Terms.

(a) Forfeiture of Operating Units. A Management Member’s Operating Units shall be subject to forfeiture in accordance with the schedule in Section 7.2(a)(ii) hereof if he or she becomes an Inactive Management Member before the fourth anniversary of the issuance date of such Member’s Operating Units. Notwithstanding the forfeiture provisions of this Agreement that apply to Operating Units, only Retainable Operating Units held by Management Members and Inactive Management Members shall participate in distributions under Section 9.1; provided that all Operating Units that are then held (and not previously forfeited) by Management Members and Inactive Management Members shall vest and be entitled to participate in distributions made upon an Exit Event. For purposes of this Agreement, “Retainable Operating Units” means, at any particular date of determination, (a) with respect to any Management Member, such number of Operating Units then held by such Management Member that would be retained and not forfeited by such Management Member pursuant to the schedule set forth in Section 7.2(a)(ii) hereof if the employment of such Management Member with the Company or the Subsidiary that employs such Management Member was terminated at such time for any reason other than for Cause and (b) with respect to an Inactive Management Member, all Operating Units retained (and not previously forfeited in accordance with the schedule set forth in Section 7.2(a)(ii)) by such Inactive Management Member.

(b) Valuation of the Value Units. Value Units of a Management Member will participate in distributions under Article IX as follows (and only as follows): (i) No Value Units will participate in distributions if the Investment Multiple is less than or equal to 1.5, (ii) all Value Units will participate in distributions if the Investment Multiple is at least 3.5 and (iii) the Applicable Performance Percentage of the Value Units will participate in distributions if the Investment Multiple is greater than 1.5 and less than 3.5. Notwithstanding the foregoing or anything to the contrary, in no event shall any Value Units participate in distributions under Article IX unless the Investor Members receive an internal rate of return, compounded annually (“IRR”), on their investment in the Company of at least 12% and the Investment Multiple is greater than 1.5. The IRR will be calculated after giving effect to the dilution of the Investor Member’s Interests in the Company by the Override Units (i.e., including after calculating an assumed distribution to Management Members based on the level of participation of the Value Units in a distribution under Article IX as calculated in accordance with the first sentence hereof and then calculating the IRR on this basis). The “Applicable Performance Percentage” means, expressed as a percentage, the quotient obtained by dividing (x) the excess, if positive, of the

27

Investment Multiple (as defined below) over 1.5 by (y) 2. The “Investment Multiple” is computed by dividing (x) the Current Value by (y) the Initial Price. It is understood that the calculation of the Investment Multiple, and the applicable level of Value Unit participation pursuant to this Section 7.1(b) in any distribution under Article IX shall give effect to the proceeds received by the Investor Members pursuant to the distribution in question and all prior distributions. In the event that any portion of the Value Units does not become eligible to participate in distributions pursuant to this Section 7.1(b) upon the occurrence of an Exit Event, such portion of such Value Units shall automatically be forfeited.

(c) Calculations. All calculations required or contemplated by Section 7.1(b) shall be made in the sole determination of the Override Unit Committee and shall be final and binding on the Company and each Management Member.

(d) Benchmark Amount. The Board shall determine the Benchmark Amount with respect to each Override Unit at the time such Override Unit is issued to a Management Member, which shall be reflected on Schedule A. The Benchmark Amount of each Override Unit issued as of the date hereof will be $100, which (together with the provisions of Sections 9.1(b) and (c)) are intended to result in such Override Unit being treated as a profits interest for U.S. federal income tax purposes as of the date such Override Unit is issued.

Section 7.2 Effects of Termination of Employment on Override Units.

(a) Forfeiture of Override Units upon Termination.

(i) Termination for Cause. Unless otherwise determined by the Override Unit Committee in a manner more favorable to such Management Member, in the event that a Management Member ceases to provide services to the Company or one of its Subsidiaries in connection with any termination for Cause, all of the Override Units issued to such Inactive Management Member shall be forfeited.

(ii) Other Termination. Unless otherwise determined by the Override Unit Committee in a manner more favorable to such Management Member, in the event that a Management Member ceases to provide services to the Company or one of its Subsidiaries in connection with the termination of employment of such Member for any reason other than a termination for Cause, then, in the event that (x) an Exit Event has not yet occurred, and (y) no definitive agreement shall be in effect regarding a transaction, which, if consummated, would result in an Exit Event, then all of the Value Units issued to such Inactive Management Member shall be forfeited and a percentage of the Operating Units issued to such Inactive Management Member shall be forfeited according to the following schedule (it being understood that in the event that such forfeiture does not occur as a result of the operation of clause (y) but the definitive agreement referred to in such clause

28

(y) subsequently terminates without consummation of an Exit Event, then the forfeiture of all of the Value Units and of the applicable percentage of Operating Units referred to herein shall thereupon occur):

If the termination occurs	Percentage of such Inactive Management Member’s Operating Units to be Forfeited
Before the first anniversary of the grant of such Inactive Management Member’s Operating Units	100	%
On or after the first anniversary, but before the second anniversary, of the grant of such Inactive Management Member’s Operating Units	75	%
On or after the second anniversary, but before the third anniversary, of the grant of such Inactive Management Member’s Operating Units	50	%
On or after the third anniversary, but before the fourth anniversary, of the grant of such Inactive Management Member’s Operating Units	25	%
On or after the fourth anniversary of the grant of such Inactive Management Member’s Operating Units	0	%

(b) Inactive Management Members. If a Management Member ceases to provide services to or for the benefit of the Company or one of its Subsidiaries in connection with the termination of employment of such Member for any reason, the Common Units held by such Member shall cease to have voting rights and such Member shall be thereafter referred to herein as an “Inactive Management Member” with only the rights of an Inactive Management Member specified herein. Notwithstanding the foregoing, such Inactive Management Member shall continue to be treated as a Member (including, for the avoidance of doubt, for purposes of Article IX hereof). If an Inactive Management Member violates any material provision of this Agreement or materially breaches any written covenant or agreement with the Company or any of its Subsidiaries not to disclose any information pertaining to the Company or such Subsidiary or not to compete or interfere with the Company or such Subsidiary, and the Majority Sponsors determine that in light of such material breach and the circumstances relating thereto that it would be appropriate to do so, such Majority Sponsors (acting through the Override Unit Committee) may determine that all or any portion of the Override Units issued to such Inactive Management Member shall be forfeited.

(c) Effect of Forfeiture. Any Override Unit, which is forfeited, shall be cancelled for no consideration.

29

(d) Special Distribution. If a Management Member ceases to provide services to or for the benefit of the Company or one of its Subsidiaries in connection with the termination of employment of such Member for any reason, the Company may distribute (with the consent of the applicable Management Member and the Board) to such Management Member, in complete liquidation of his retained Units (including Common Units and Operating Units), shares of the common stock or other equity interest in KAR Holdings, in each case, having a Fair Market Value equal to the amount that such Inactive Management Member would have received with respect to such retained Units if the assets of the Company were sold for their Fair Market Value and the proceeds thereof distributed in accordance with Section 13.2, as determined by the Board. Prior to the Initial Public Offering, a condition to any such distribution shall be that such Inactive Management Member enters into the Shareholders Agreement and the Registration Rights Agreement, in which case any such shares or other equity interests, as applicable, distributed shall be subject to such Shareholders Agreement and the Registration Rights Agreement.

(e) Special Allocation. Notwithstanding any other provision of this Agreement, if an Override Unit of a Management Member is forfeited pursuant to this Article VII, then the Override Unit Committee, in its sole discretion, may at any time reallocate all or any portion of such forfeited Override Units to one or more of the Management Members or to a Person who becomes a Management Member.

(f) Nontransferability of Awards. Notwithstanding anything to the contrary herein, no Override Units may be Transferred, other than (i) retained Operating Units by will or by the laws of descent and distribution (or, subject to the approval of the Override Unit Committee, such approval not to be unreasonably withheld, to a trust or other entity as described in Section 12.2 for estate-planning purposes), (ii) subject to approval by the Override Unit Committee in any individual case (including such additional terms and conditions as the Override Unit Committee shall require), to a transferee under Article XII. All distributions in respect of Override Units issued to a Management Member or an Inactive Management Member hereunder shall be distributed during his or her lifetime only to such Management Member or Inactive Management Member or, if applicable, a transferee permitted under Section 12.2.

Section 7.3 Capital Adjustment.

(a) Unit Gross Up. In the event that the Board or the Override Unit Committee determines to implement an option plan or other incentive plan (whether at the Company level or any Subsidiary, excluding any such plan relating to the IAAI Dilutive Interests) covering employees of the Company or any of its Subsidiaries (an “Implemented Equity Plan”) and the Override Unit Committee determines that action is necessary in order to appropriately distribute management economics between this Agreement and such Implemented Equity Plan consistent with the contemplated split of management economics between this Agreement and such Implemented Equity Plan, the Company may issue to the Members holding Common Units a number of additional Common Units for no or nominal cost. Any and all calculations applicable to this Section 7.3(a) (including but not limited to (i) the numbers of additional Common Units that are necessary to be issued to the Members and (ii) the percentages applicable to any

30

Implemented Equity Plan or this Agreement in respect of Management Member’s economics) shall be determined in good faith by the Override Unit Committee in its sole discretion but shall be made to preserve the relative management economics between this Agreement and such Implemented Equity Plan.

(b) Subsidiary Share Gross Up and Other Adjustments. In addition to actions taken under Section 7.3(a), in order to prevent dilution to the Members by virtue of an Implemented Equity Plan and to appropriately distribute management economics between this Agreement and such Implemented Equity Plan consistent with the contemplated split of management economics between this Agreement and such Implemented Equity Plan, the Company shall have the right to cause its applicable Subsidiary to issue to the Company an additional number of shares of capital stock or other equity interests in the applicable Subsidiary as determined by the Override Unit Committee at no or nominal cost.

Section 7.4 Override Unit Committee Discretion. The Override Unit Committee may in its discretion make adjustments to any of the provisions set forth in this Article VII, or otherwise modify the terms of Override Units, in a manner more favorable to any Management Member (or Inactive Management Member), including, but not limited to, accelerated vesting of Override Units, modifications to the hurdles applicable to Value Units or changes in forfeiture provisions.

ARTICLE VIII

ALLOCATIONS

Section 8.1 Book Allocations of Net Income and Net Loss.

(a) Except as provided in Section 8.2, Net Income and Net Loss of the Company shall be allocated among the Members’ Capital Accounts as of the end of each Accounting Period or portion thereof in a manner that as closely as possible gives effect to the economic provisions of this Agreement.

(b) Except as otherwise provided in Section 8.2, all items of gross income, gain, loss and deduction included in the computation of Net Income and Net Loss shall be allocated in the same proportion as are Net Income and Net Loss.

Section 8.2 Special Book Allocations.

(a) Qualified Income Offset. If any Member unexpectedly receives any adjustment, allocation or distribution described in Treasury Regulations section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) and such adjustment, allocation or distribution causes or increases a deficit in such Member’s Capital Account in excess of its obligation to make additional Capital Contributions (a “Deficit”), items of gross income and gain for such Accounting Period and each subsequent Accounting

31

Period shall be specifically allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Deficit of such Member as quickly as possible; provided that an allocation pursuant to this Section 8.2(a) shall be made only if and to the extent that such Member would have a Deficit after all other allocations provided for in this Article VIII have been tentatively made as if this Section 8.2(a) were not in this Agreement. This Section 8.2(a) is intended to comply with the qualified income offset provision of Treasury Regulations section 1.704-1(b)(2)(ii)(d) and shall be interpreted in a manner consistent therewith.

(b) Notwithstanding anything to the contrary in this Agreement, items of gross income, gain, loss or deduction shall be specifically allocated to particular Members to the extent necessary to comply with applicable law (including the requirement to make “forfeiture allocations” within the meaning of Prop. Treas. Reg. Section 1. 704- 1(b)(4)(xii)).

(c) Restorative Allocations. Any special allocations of items of income or gain pursuant to this Section 8.2 shall be taken into account in computing subsequent allocations pursuant to this Agreement so that the net amount for any item so allocated and all other items allocated to each Member pursuant to this Agreement shall be equal, to the extent possible, to the net amount that would have been allocated to each Member pursuant to the provisions of this Agreement if such special allocations had not occurred.

Section 8.3 Tax Allocations. The income, gains, losses, credits and deductions recognized by the Company shall be allocated among the Members, for U.S. federal, state and local income tax purposes, to the extent permitted under the Code and the Treasury Regulations, in the same manner that each such item is allocated to the Members’ Capital Accounts. Notwithstanding the foregoing, the Board shall have the power to make such allocations for U.S. federal, state and local income tax purposes so long as such allocations have substantial economic effect, or are otherwise in accordance with the Members’ Interests, in each case within the meaning of the Code and the Treasury Regulations. Notwithstanding the previous sentence, in allocating income, gain, loss, credits, and deductions among the Members for U.S. federal, state, and local income tax purposes, the Board has discretion to: (1) disregard Section 7.1(c); and (2) compute Current Value by assuming that the price per Common Unit will equal the quotient obtained by dividing: (x) the aggregate capital accounts of all Members, by (y) the number of Common Units outstanding, including all Override Units issued and outstanding at the end of the taxable year, whether vested or unvested, other than Override Units (including without limitation, Value Units issued hereunder) that, by their terms would be forfeited in conjunction with the occurrence of an Exit Event if they did not become eligible to participate in distributions pursuant to Section 7.1(b) upon the occurrence of the Exit Event. In accordance with section 704(c) of the Code and the Treasury Regulations thereunder, income, gain, loss and deduction with respect to any property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such property to the Company for U.S. federal income tax purposes and its Book Value.

32

ARTICLE IX

DISTRIBUTIONS

Section 9.1 Distributions Generally.

(a) This section provides for the distribution of certain amounts (“Distributable Amounts”) to the Members. The term “Distributable Amounts” means (i) upon the occurrence of an Exit Event, all amounts held by the Company immediately following such Exit Event reduced by existing liabilities and expenses of the Company and a reasonable reserve for future liabilities and expenses; and (ii) at any other time determined by the Board (in its sole discretion), any amounts designated by the Board to the extent that the cash available to the Company is in excess of the reasonably anticipated needs of the business (including reserves). Immediately prior to the making of any distribution, a tentative distribution schedule shall be prepared for approval by the Board (and no distribution shall be made without such approval), including for the purpose of determining the Investment Multiple (and the corresponding Applicable Performance Percentage), the number of Participating Units, the Reduction Amounts and the IAAI Dilution Reductions, in each case if applicable. In determining the amount distributable to each Member, the provisions of this Section 9.1 shall be applied in an iterative manner with respect to the participation of Override Units. Distributable Amounts shall then be distributed in accordance with an approved distribution schedule as follows:

(b) Subject to the provisions of this Section 9.1 and the provisions of Article VII, any such distributions shall be made to each Member pro rata based on the percentage obtained by dividing the number of Participating Units held by each such Member by the aggregate number of all Participating Units held by all Members as of the time of such distribution.

(c) Notwithstanding the foregoing, for purposes of Section 9.1(b), if any Management Member has a Benchmark Amount in respect of any Participating Units held by such Management Member (“Benchmarked Participating Units”), then the amount of any proposed distribution pursuant to Section 9.1(b) to such holder of any Benchmarked Participating Unit in respect of such Override Unit shall be reduced until the total reductions (each reduction, a “Reduction Amount”) in proposed distributions pursuant to this Section 9.1(c) in respect of such Override Unit equals the Benchmark Amount applicable to such Override Unit. The Benchmark Amount of any Benchmarked Participating Units shall be reduced dollar-for-dollar for any Reduction Amounts until the Benchmark Amount of such Override Unit is reduced to zero. Any Reduction Amounts shall be distributed to all of the Members holding Participating Units in accordance with Section 9.1(b) (without applying this Section 9.1(c) again with respect to such redistributed Reduction Amount).

(d) Notwithstanding anything to the contrary contained in this Agreement, if at the time of any distribution under Section 9.1(b) there exists any IAAI Rollover Dilution Amounts, then (x) the aggregate amount of distributions to holders of Common Units shall be deemed to be increased by the amount of the IAAI Rollover Dilution Amount and (y) the aggregate amount

33

actually distributed to Axle LLC in respect of its Class B Common Units will be reduced (each reduction, an “IAAI Dilution Reduction”) by the IAAI Rollover Dilution Amount existing at the time of such distribution. The IAAI Rollover Dilution Amount shall be reduced dollar-for-dollar for any IAAI Dilution Reductions until the IAAI Rollover Dilution Amount is reduced to zero.

(e) For purposes of this Agreement, “Participating Units”, with respect to any distribution in question, means (i) all Common Units, (ii) all Retainable Operating Units at such time; provided that “Participating Units” shall mean all Operating Units in the event of a distribution made upon an Exit Event (whether or not such Operating Unit would otherwise be considered a Retainable Operating Unit pursuant to Section 7.1(a)) and (iii) the number of Value Units which shall participate in such distribution as calculated in accordance with the provisions of Section 7.1(b). For the avoidance of doubt, it is understood that, with respect to Override Units that are not included in Participating Units for purposes of any particular distribution (including any Override Units for which this Agreement states that such Override Units “will not participate in distributions under Article IX” or any similar formulation or reference under this Agreement), (i) Management Members will not receive distributions in respect of such non-participating Override Units held pursuant to Article IX and (ii) that such non-participating Override Units held will not be counted in any determination of the proportionate ownership of Units of such Member or any other Member for purposes of Article IX. For explanatory purposes, examples of payments to Participating Units upon a distribution are set forth on Schedule B hereto.

(f) In the event that, pursuant to the applicable calculations under Section 7.1(b), a Value Unit was not previously entitled to participate in an actual distribution made by the Company under Section 9.1(b) but, thereafter, in a future distribution such Value Unit becomes entitled to participate in such then current distribution, as calculated in accordance with the terms of Section 7.1(b), then Section 9.1(b) notwithstanding, any distributions by the Company in respect of such distribution in question shall be made 100% to the holder of such Value Units in respect of such Value Unit until the total distributions made pursuant to this Section 9.1(f) in respect of such Value Unit equal the total distributions that would have been made in respect of such Value Unit if such Value Unit (and any other Value Units currently entitled to participate in distributions) had at all times been entitled to participate in such prior distributions to the extent provided for under Section 7.1(b). In the event that this Section 9.1(f) applies to two or more Value Units at the same time, the distributions contemplated by this Section 9.1(f) shall be made in respect of each such Value Unit in proportion to the amounts distributable under this Section 9.1(f) in respect of each such Value Unit. For the avoidance of doubt, this Section 9.1(f) shall not apply to any Value Unit that is forfeited. The Board shall have the power in its sole discretion to make adjustments to the operation of this Section 9.1(f) if the Board determines in its sole discretion that such adjustments will further the intent of this Section 9.1(f).

Section 9.2 Distributions In Kind. In the event of a distribution of Company property, such property shall for all purposes of this Agreement be deemed to have been sold at its Fair Market Value and the proceeds of such sale shall be deemed to have been distributed to the Member receiving such Company property.

34

Section 9.3 No Withdrawal of Capital. Except as otherwise expressly provided in Article XIII, no Member shall have the right to withdraw capital from the Company or to receive any distribution or return of such Member’s Capital Contributions.

Section 9.4 Withholding.

(a) Each Member shall, to the fullest extent permitted by applicable law, indemnify and hold harmless each Person who is or who is deemed to be the responsible withholding agent for U.S. federal, state or local income tax purposes against all claims, liabilities and expenses of whatever nature (other than any claims, liabilities and expenses in the nature of penalties and accrued interest thereon that result from such Person’s fraud, willful misfeasance, bad faith or gross negligence) relating to such Person’s obligation to withhold and to pay over, or otherwise pay, any withholding or other taxes payable by the Company or as a result of such Member’s participation in the Company.

(b) Notwithstanding any other provision of this Article IX, (i) each Member hereby authorizes the Company to withhold and to pay over, or otherwise pay, any withholding or other taxes payable by the Company or any of its Affiliates with respect to such Member or as a result of such Member’s participation in the Company and (ii) if and to the extent that the Company shall be required to withhold or pay any such taxes (including any amounts withheld from amounts payable to the Company to the extent attributable, in the judgment of the Board, to such Member’s Interest), such Member shall be deemed for all purposes of this Agreement to have received a payment from the Company as of the time such withholding or tax is required to be paid, which payment shall be deemed to be a distribution with respect to such Member’s Interest to the extent that the Member (or any successor to such Member’s Interest) is then entitled to receive a distribution. To the extent that the aggregate of such payments to a Member for any period exceeds the distributions to which such Member is entitled for such period, such Member shall make a prompt payment to the Company of such overage amount. It is the intention of the Members that no amounts will be includible as compensation income to any Management Member, or will give rise to any withholding taxes imposed on compensation income, for United States federal income tax purposes as a result of the receipt, vesting or disposition of, or lapse of any restriction with respect to, any Override Units granted to such Member.

(c) If the Company makes a distribution in kind and such distribution is subject to withholding or other taxes payable by the Company on behalf of any Member, such Member shall make a prompt payment to the Company of the amount of such withholding or other taxes by wire transfer.

Section 9.5 Restricted Distributions. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to any Member on account of its Interest if such distribution would violate Section 18-607 of the Delaware Act or other applicable law.

35

Section 9.6 Tax Distributions . In the event that the Company sells an equity interest in a Subsidiary, resulting in taxable income being recognized by the Members, or the Members are otherwise allocated taxable income from the Company (in each case, other than upon an Exit Event), the Company may make distributions to the Members to the extent of available cash (as determined by the Board in its discretion) in an amount equal to such income multiplied by a reasonable tax rate determined by the Override Unit Committee; it being understood that, if the Members are allocated material taxable income without corresponding cash distributions sufficient to pay the resulting tax liabilities, it is the Company’s intention to make the tax distributions referred to herein; provided that the Board in its sole discretion shall determine whether any such tax distributions will be made. Any distributions made to a Member pursuant to this Section 9.6 shall reduce the amount otherwise distributable to such Member pursuant to the other provisions of this Agreement, so that to the maximum extent possible, the total amount of distributions received by each Member pursuant to this Agreement at any time is the same as such Member would have received if no distribution had been made pursuant to this Section 9.6. To the extent the cumulative sum of tax distributions made to a Member under this Section 9.6 has not been applied pursuant to the preceding sentence to reduce other amounts distributable to such Member, such Member shall contribute to the Company the remaining amounts necessary to give full effect to the preceding sentence on the date of the final liquidating distribution made by the Company pursuant to Section 13.2.

ARTICLE X

BOOKS AND RECORDS

Section 10.1 Books, Records and Financial Statements.

(a) At all times during the continuance of the Company, the Company shall maintain, at its principal place of business, separate books of account for the Company that shall show a true and accurate record of all costs and expenses incurred, all charges made, all credits made and received and all U.S. income derived in connection with the operation of the Company’s business in accordance with generally accepted accounting principles consistently applied, and, to the extent inconsistent therewith, in accordance with this Agreement. Such books of account, together with a copy of this Agreement and the Certificate, shall at all times be maintained at the principal place of business of the Company and shall be open to inspection and examination at reasonable times and upon reasonable notice by each Member and its duly authorized representative for any purpose reasonably related to such Member’s Interest; provided that the Company may maintain the confidentiality of Schedule A.

(b) Within the same time periods applicable to the Company’s lenders with respect to the relevant financial information, the Company shall provide to the Investor Members such quarterly or annual financial statements and other financial information (if any) (collectively, the “Lender Financial Information”) required to be provided to the lenders of the Company and its Subsidiaries; provided that, following such time that an Investor Member first informs the Company in writing that it has elected to no longer receive the Lender Financial Information,

36

thereinafter such Investor Member shall no longer receive, and the Company shall no longer have any obligation to provide to such Investor Member, the Lender Financial Information; provided further, that, the Company shall in any event provide to the Investor Members monthly, within a reasonable number of days after the end of each month, the consolidated balance sheet of the Company and its Subsidiaries as at the end of such month and the related consolidated statements of income, cash flow and retained earnings for such month and for the elapsed portion of the Fiscal Year ended with the last day of such month together with such other information as reasonably requested by any Major Investor, in each case setting forth comparative figures for the related periods in the prior Fiscal Year and prepared in conformity with GAAP applied on a consistent basis, except as otherwise noted therein, and subject to year-end adjustments and the absence of footnotes.

Section 10.2 Filings of Returns and Other Writings; Tax Matters Partner.

(a) The Company shall timely file all Company tax returns and shall timely file all other writings required by any governmental authority having jurisdiction to require such filing. The Company will use commercially reasonable efforts to send to each Person that was a Member at any time during such year copies of Schedule K-1, “Partner’s Share of Income, Credits, Deductions, Etc.”, or any successor schedule or form, with respect to such Person, together with such additional information as may be necessary for such Person to file his, her or its United States federal income tax returns within 30 days of the end of the each fiscal year of the Company. However, the parties hereto recognize that the success of commercially reasonable efforts to accomplish this will depend in large part on the quantity and complexity of transactions and dividends that would need to reported thereon or analyzed in connection therewith. If it becomes apparent that such K-1’s will not be able to be delivered in compliance with such requirement, despite a diligent, good faith effort to do so, the Management Members and the Company will work diligently and in good faith with the Investor Members to deliver such K-1’s as expeditiously as reasonably possible.

(b) KIA VII shall be the tax matters partner of the Company, within the meaning of section 6231 of the Code (the “Tax Matters Partner”) unless a Majority in Interest votes otherwise; provided that the Tax Matters Partner shall give prompt notice to any Investor Member of any item or event with respect to taxes, including a proposed administrative or judicial proceeding involving taxes, and any proposed deficiency or similar notice of intention to assess taxes that could have more than an immaterial affect on such Investor Member. The Tax Matters Partner will not take any action that could be reasonably expected to have an affect on any Investor Member that is not immaterial without such Investor Member’s consent. Each Member hereby consents to such designation and agrees that upon the request of the Tax Matters Partner, such Member will execute, certify, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents as may be necessary or appropriate to evidence such consent.

(c) Promptly following the written request of the Tax Matters Partner, the Company shall, to the fullest extent permitted by applicable law, reimburse and indemnify the Tax Matters

37

Partner for all reasonable expenses, including reasonable legal and accounting fees, claims, liabilities, losses and damages incurred by the Tax Matters Partner in connection with any administrative or judicial proceeding with respect to the tax liability of the Members, except to the extent arising from the bad faith, gross negligence, willful violation of law, fraud or breach of this Agreement by such Tax Matters Partner.

(d) The provisions of this Section 10.2 shall survive the termination of the Company or the termination of any Member’s Interest and shall remain binding on the Members for as long a period of time as is necessary to resolve with the Internal Revenue Service any and all matters regarding the U.S. federal income taxation of the Company or the Members.

(e) The Tax Matters Partner is authorized and directed to elect the liquidation valuation safe harbor provided by proposed Treasury Regulations section 1.83-3(l) (and any successor provision) and IRS Notice 2005-43 and (ii) the Company and each of its Members (including any person to whom an interest in the Company is transferred in connection with the performance of services) agree to comply with all requirements of such safe harbor with respect to all interests in the Company transferred in connection with the performance of services while such election remains effective.

Section 10.3 Accounting Method. For both financial and tax reporting purposes, the books and records of the Company shall be kept on the accrual method of accounting applied in a consistent manner and shall reflect all Company transactions and be appropriate and adequate for the Company’s business.

Section 10.4 Appraisal. The Company shall engage, from time to time, but not less often than within 90 days after every fiscal year, commencing with the fiscal year ending on December 31, 2007, a nationally recognized independent valuation consultant or appraiser of national standing reasonably satisfactory to the Majority Sponsors (the “Appraiser”) to appraise the Fair Market Value of the Interests as of the last day of the fiscal year then most recently ended or, at the request of the Company, as of any more recent date (the “Appraisal Date”) and to prepare and deliver a report to the Company describing the results of such appraisal (the “Appraisal”). The Company shall bear the fees and expenses of each Appraisal.

ARTICLE XI

LIABILITY, EXCULPATION AND INDEMNIFICATION

Section 11.1 Liability. Except as otherwise provided by the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Covered Person shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Covered Person.

Section 11.2 Exculpation. No Covered Person shall be liable to the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission

38

performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence, willful misconduct or willful breach of this Agreement.

Section 11.3 Fiduciary Duty. Any duties (including fiduciary duties) of a Covered Person to the Company or to any other Covered Person that would otherwise apply at law or in equity are hereby eliminated to the fullest extent permitted under the Delaware Act and any other applicable law; provided that (a) the foregoing shall not eliminate the obligation of each Covered Person to act in compliance with the express terms of this Agreement and (b) the foregoing shall not be deemed to eliminate the implied contractual covenant of good faith and fair dealing. Notwithstanding anything to the contrary contained in this Agreement, each of the Members hereby acknowledges and agrees that each of the Directors, in determining whether or not to vote in support of or against any particular decision for which the Board’s consent is required, may act in and consider the best interest of the Member who designated such Director and shall not be required to act in or consider the best interests of the Company or the other Members or parties hereto.

Section 11.4 Indemnification. To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of such Covered Person’s gross negligence, willful misconduct or willful breach of this Agreement with respect to such acts or omissions; provided, that any indemnity under this Section 11.4 shall be provided out of and to the extent of Company assets only, and no Covered Person shall have any personal liability on account thereof.

Section 11.5 Expenses. To the fullest extent permitted by applicable law, expenses (including, without limitation, reasonable attorneys’ fees, disbursements, fines and amounts paid in settlement) incurred by a Covered Person in defending any claim, demand, action, suit or proceeding relating to or arising out of their performance of their duties on behalf of the Company shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall ultimately be determined by a court of competent jurisdiction that the Covered Person is not entitled to be indemnified as authorized in Section 11.4.

Section 11.6 Severability. To the fullest extent permitted by applicable law, if any portion of this Article shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify each Director or Officer and may indemnify each employee or agent of the Company as to costs, charges and expenses (including reasonable attorneys’ fees), judgments, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the Company, to the fullest extent permitted by any applicable portion of this Article that shall not have been invalidated.

39

ARTICLE XII

TRANSFERS OF INTERESTS

Section 12.1 Restrictions on Transfers of Interests by Members.

(a) Transfers by Investor Members. Until the earlier of (x) the five year anniversary of the Closing and (y) the sale of all or substantially all of the assets of the Company and its Subsidiaries taken as a whole to an unrelated third party (such earlier date, the “Initial Holding Period”), no Investor Member may Transfer any Interests including, without limitation, to any other Member, or by gift, or by operation of law or otherwise; provided that, subject to Section 12.2(b) and Section 12.2(c), Interests may be Transferred by an Investor Member (i) to an Affiliate of such Investor Member (which, in the case of Parthenon, shall include the partners of the Parthenon Member, which partners shall as a condition to such permitted transfer become parties to this Agreement pursuant to Section 12.7 hereof and shall be considered one of the Parthenon Members for purposes hereof), (ii) pursuant to Section 12.11 and (iii) pursuant to the prior written approval of the Majority Sponsors (it being understood that if one of the Majority Sponsors is proposing to Transfer any Interests, such Transfer must be approved by the non-transferring Majority Sponsors). During the Initial Holding Period, any Transfer of Interests by an Investor Member permitted pursuant to Section 12.1(a)(iii) shall be subject to Section 12.9(a). After the Initial Holding Period, any Transfer of Interests by an Investor Member (other than pursuant to Section 12.1(a)(i) or 12.1(a)(ii)), shall also be subject to Section 12.9(a).

(b) Transfers by Management Members. No Management Member may Transfer any Interests including, without limitation, to any other Member, or by gift, or by operation of law or otherwise; provided that, subject to Section 12.2(b) and Section 12.2(c), Interests may be Transferred by a Management Member (i) pursuant to Section 12.3 (“Estate Planning Transfers, Transfers Upon Death of a Management Member”), (ii) in accordance with Section 12.4 (“Put and Call Rights”), (iii) in accordance with Section 12.5 (“Involuntary Transfers”), (iv) pursuant to Section 12.9(b) (“Tag-Along Rights”), (v) pursuant to Section 12.9(c) (“Drag-Along Rights”), (vi) pursuant to Section 12.11, or (vii) pursuant to the prior written approval of the Board in its sole discretion (excluding such Management Member and other members of the Board who are designees of the Management Members).

(c) Transfers by Outside Members. No Outside Member may Transfer any Interests including, without limitation, to any other Member, or by gift, or by operation of law or otherwise; provided that, subject to Section 12.2(b) and Section 12.2(c), Interests may be Transferred by an Outside Member (i) in accordance with Section 12.5 (“Involuntary Transfers”), (ii) pursuant to Section 12.9(b) (“Tag-Along Rights”), (iii) pursuant to Section 12.9(c) (“Drag-Along Rights”), (iv) pursuant to Section 12.11, or (v) pursuant to the prior written approval of the Board in its sole discretion.

40

Section 12.2 Overriding Provisions.

(a) Any Transfer in violation of this Article XII shall be null and void ab initio, and the provisions of Section 12.2(e) shall not apply to any such Transfers. The approval of any Transfer in any one or more instances shall not limit or waive the requirement for such approval in any other or future instance.

(b) All Transfers permitted under this Article XII are subject to this Section 12.2 and Sections 12.6 and 12.7.

(c) Any proposed Transfer by a Member pursuant to the terms of this Article XII shall, in addition to meeting all of the other requirements of this Agreement, satisfy the following conditions: (i) the Transfer will not be effected on or through an “established securities market” or a “secondary market or the substantial equivalent thereof,” as such terms are used in Treasury Regulations section 1.7704-1, and, at the request of the Board, the transferor and the transferee will have each provided the Company a certificate to such effect; and (ii) the proposed transfer will not result in the Company having more than 99 Members, within the meaning of Treasury Regulations section 1.7704-1(h)(1) (determined pursuant to the rules of Treasury Regulations section 1.7704-1(h)(3)). The Board may in its sole discretion waive the condition set forth in clause (ii) of this Section 12.2(c).

(d) The Company shall promptly amend Schedule A to reflect any permitted transfers of Interests pursuant to and in accordance with this Article XII.

(e) The Company shall, from the effective date of any permitted assignment of an Interest (or part thereof), thereafter pay all further distributions on account of such Interest (or part thereof) to the assignee of such Interest (or part thereof); provided that such assignee shall have no right or powers as a Member unless such assignee complies with Section 12.7.

Section 12.3 Estate Planning Transfers; Transfers upon Death of a Management Member. Interests held by Management Members may be transferred for estate-planning purposes of such Management Member, to (A) a trust under which the distribution of the Interests may be made only to beneficiaries who are such Management Member, his or her spouse, his or her parents, members of his or her immediate family or his or her lineal descendants, (B) a charitable remainder trust, the income from which will be paid to such Management Member during his or her life, (C) a corporation, the shareholders of which are only such Management Member, his or her spouse, his or her parents, members of his or her immediate family or his or her lineal descendants or (D) a partnership or limited liability company, the partners or members of which are only such Management Member, his or her spouse, his or her parents, members of his or her immediate family or his or her lineal descendants (any of the foregoing transferees, an “Estate Planning Entity”); provided that any heirs, executors or other beneficiaries shall remain subject to the terms of this Agreement as if the applicable transferor Management Member continued to hold the applicable Interests directly;

41

provided, further that following any such transfer to an Estate Planning Entity, no equity or other ownership interests in such Estate Planning Entity may be transferred without such Estate Planning Entity first Transferring the Interests back to the applicable Management Member so that the Estate Planning Entity whose equity interests or ownership interests are disposed of no longer holds any Interests. Interests may be transferred as a result of the laws of descent; provided that, in each such case, such Management Member or his or her executor, as the case may be, provides prior written notice to the Board of such proposed Transfer and makes available to the Board documentation, as the Board may reasonably request, in order to verify such Transfer.

Section 12.4 Put and Call Rights.

(a) Sale by Inactive Management Members to the Company (“Put Rights”). Subject to all provisions of this Section 12.4(a) and to Section 12.4(b) (“Prohibited Purchases”), each Inactive Management Member shall have the right to sell to the Company, and the Company shall have the obligation to purchase from each such Inactive Management Member, all, but not less than all, of such Inactive Management Member’s Common Units or, subject to the determination to be made pursuant to Section 12.4(d), Override Units following the termination of employment of such Inactive Management Member, at their Fair Market Value, if the employment of such Inactive Management Member with the Company or any Subsidiary that employs such individual (or by the Company on behalf of any such Subsidiary) (i) is terminated without Cause or (ii) terminates as a result of (A) the death or Disability of such Inactive Management Member, (B) the resignation of such Inactive Management Member (with Good Reason); or (C) the Retirement of such Inactive Management Member. If any Inactive Management Member desires to sell Common Units pursuant to this Section 12.4(a), he or she (or his or her estate, trust, corporation or partnership, as the case may be) shall notify the Company not more than 180 days after the termination of employment as a result of death or Disability and not more than 90 days after the termination of employment as a result of a termination without Cause, the resignation of such Inactive Management Member (with Good Reason) or the Retirement of such Inactive Management Member. For purposes of this Section 12.4(a) and Section 12.4(b), any resignation with or without Good Reason by a Management Member shall be treated as a Termination for Cause if, at the time of such resignation, the Company or any Subsidiary that employs such Management Member would have had the right to terminate such Management Member for Cause.

(b) Right of the Company to Purchase from Inactive Management Members (“Call Rights”). Subject to all provisions of this Section 12.4(b) and Section 12.4(c) (“Prohibited Purchases”), the Company shall have the right to purchase from each Inactive Management Member, and each such Inactive Management Member shall have the obligation to sell to the Company, all, but not less than all, of such Inactive Management Member’s Common Units or, subject to the determination to be made pursuant to Section 12.4(d), Override Units following the termination of employment of such Inactive Management Member:

42

(i) at their Fair Market Value, if the employment of such Inactive Management Member with the Company or any Subsidiary that employs such individual is terminated (A) without Cause, (B) upon the death or Disability of such Inactive Management Member, (C) upon the resignation of such Inactive Management Member (with or without Good Reason) or (D) upon the Retirement of such Inactive Management Member;

(ii) at the lesser of Fair Market Value and the Carrying Value of such Common Units if the employment of such Inactive Management Member with the Company or any Subsidiary that employs such individual (or by the Company on behalf of any such Subsidiary) is terminated for Cause; or

(iii) at the Fair Market Value or the Carrying Value of such Common Units, in the sole discretion of the Board (excluding such Inactive Management Member and other members of the Board who are designees of the Management Members), if such Inactive Management Member is terminated by the Company for any reason other than as a result of an event described in either subparagraph (i) or (ii) of this Section 12.4(b).

(c) Prohibited Purchases. Notwithstanding anything to the contrary herein, the Company shall not be obligated to purchase any Interests from an Inactive Management Member hereunder and shall not exercise any right to purchase Interests from an Inactive Management Member hereunder, in each case, to the extent (a) the Company is prohibited from purchasing such Interests (or incurring debt to finance the purchase of such Interests), or the Company is unable to obtain funds to pay for such Interests from a Subsidiary of the Company, in any case by reason of any debt instruments or agreements, including any amendment, renewal, extension, substitution, refinancing, replacement or other modification thereof, which have been entered into or which may be entered into by the Company or any of its Subsidiaries, including those to finance the acquisition of the Company and its Subsidiaries on the date hereof or refinance the indebtedness of IAAI and ADESA, and any future acquisitions by the Company or any of its Subsidiaries or recapitalizations of the Company or any of its Subsidiaries (collectively, the “Financing Documents”) or by applicable law, (b) an event of default has occurred (or, with notice or the lapse of time or both, would occur) under any Financing Document and is (or would be) continuing, or (c) the purchase of such Interests (including the incurrence of any debt which in the judgment of the Board is necessary to finance such purchase) or the distribution of funds to the Company by a Subsidiary thereof to pay for such purchase (1) would, or in the view of the Board (excluding such Inactive Management Member and other members of the Board who are designees of any Management Member), would reasonably be likely to result in the occurrence of an event of default under any Financing Document or create a condition which would reasonably be likely to, with notice or lapse of time or both, result in such an event of default, (2) would, in the judgment of the Board (excluding such Inactive Management Member and other members of the Board who are designees of any Management Member), be imprudent in view of the financial condition (present or projected) of the Company and its Subsidiaries or the anticipated impact of the purchase (or of the obtaining of funds to permit the purchase) of such

43

Interests on the Company’s or any of its Subsidiaries’ ability to meet their respective obligations, including under any Financing Document, or to satisfy and make their planned capital and other expenditures or satisfy any related obligations, or (3) could, in the judgment of the Board, constitute a fraudulent conveyance or transfer by the Company or a Subsidiary thereof or render the Company or a Subsidiary thereof insolvent under applicable law or violate limitations in applicable corporate law on repurchases of stock or payment of dividends or distributions. If Interests which the Company has the right or obligation to purchase on any date exceed the total amount permitted to be purchased on such date pursuant to the preceding sentence (the “Maximum Amount”), the Company shall purchase on such date only that number of Interests up to the Maximum Amount (if any) (and shall not be required or permitted to purchase more than the Maximum Amount) in such amounts and in such priorities as the Board shall in good faith determine.

Notwithstanding anything to the contrary contained in this Agreement, if the Company is unable to make any payment when due to any Management Member under this Agreement by reason of this Section 12.4(c), the Company shall have the option to either (i) make such payment at the earliest practicable date permitted under this Section 12.4(c) and any such payment shall accrue simple interest (or if such payment is accruing interest at such time, shall continue to accrue interest) at a rate per annum of 5% from the date such payment is due and owing to the date such payment is made; provided that all payments of interest accrued hereunder shall be paid only at the date of payment by the Company for the Interests being purchased or (ii) pay the purchase price for such Interests with a subordinated note which shall accrue simple interest at a rate per annum of 5%, which is fully subordinated in right of payment and exercise of remedies to the lenders’ rights under the Financing Documents and the maturity date of which is 30 days after the latest maturity date on any debt of the Company or any of its Subsidiaries which is outstanding (or reasonably expected to become outstanding) as of the date such subordinated note is issued.

(d) Retained Override Units. Notwithstanding anything to the contrary, the provisions of Section 12.4(a) and Section 12.4(b) shall not apply to (and there shall be no put or call rights with respect to) retained Operating Units and Value Units unless the Override Unit Committee determines in its discretion that such provisions will so apply and on the terms upon which such provisions would apply.

Section 12.5 Involuntary Transfers. Any transfer of title or beneficial ownership of Interests upon default, foreclosure, forfeit, divorce, court order or otherwise than by a voluntary decision on the part of a Management Member or Outside Member (each, an “Involuntary Transfer”) shall be void unless the Management Member or Outside Member complies with this Section 12.5 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer, the Company shall have the right to purchase such Interests pursuant to this Section 12.5 and the Person to whom such Interests have been Transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests in accordance with this Section 12.5. Upon the Involuntary Transfer of any Interest, such Management Member or an Outside Member shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice to the Company indicating that the Involuntary Transfer has

44

occurred, specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, and for 60 days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value of such Interest and (ii) the amount of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override Units.

Section 12.6 Assignments.

(a) Assignment by the Company. The Company shall have the right to assign to each Investor Member, on a pro rata basis, all or any portion of its rights and obligations under Section 12.4; provided that any such assignment or assumption is accepted by each such Investor Member. If the Company has not exercised its right to purchase Interests pursuant to Section 12.4 within 15 days of receipt by the Company of the letter, notice or other occurrence giving rise to such right, then the Majority Sponsors shall have the right to jointly require the Company to assign such right to the Investor Members, on a pro rata basis (based on the relative ownership interests in Common Units of such Investor Members accepting such assignment); provided that with respect to any Investor Member that was not part of the Majority Sponsors making the request for the Company to assign such right, only if such assignment or assumption is accepted by such Investor Member. Each Investor Member shall have the right to assign to one or more of its Affiliates all or any of its rights to purchase Interests that are expressly granted in accordance with the provisions of this Section 12.6(a).

(b) Assignment Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the Members hereto and their respective heirs, legal representatives, successors and assigns; provided that (i) no Non-Investor Member may assign any of its rights or obligations hereunder without the consent of the Majority Sponsors unless such assignment is in connection with a Transfer explicitly permitted by this Agreement and, prior to such assignment, such assignee complies with the requirements of Section 12.7, and (ii) no Investor Member may assign any of its rights or obligations hereunder without the consent of the non-assigning Majority Sponsors unless such assignment is in connection with a Transfer explicitly permitted by this Agreement, and prior to such assignment, such assignee complies with the requirements of Section 12.7.

Section 12.7 Substitute Members. In the event any Non-Investor Member or Investor Member Transfers its Interest in compliance with the other provisions of this Article XII (other than Section 12.5), the transferee thereof shall have the right to become a substitute Non-Investor Member or substitute Investor Member, as the case may be, but only upon satisfaction of the following:

45

(a) execution of such instruments as the Board deems reasonably necessary or desirable to effect such substitution; and

(b) acceptance and agreement in writing by the transferee of the Member’s Interest to be bound by all of the terms and provisions of this Agreement and assumption of all obligations under this Agreement (including breaches hereof) applicable to the transferor and in the case of a transferee of a Management Member who resides in a state with a community property system, such transferee causes his or her spouse, if any, to execute a Spousal Waiver in the form of Exhibit A attached hereto. Upon the execution of the instrument of assumption by such transferee and, if applicable, the Spousal Waiver by the spouse of such transferee, such transferee shall enjoy all of the rights and shall be subject to all of the restrictions and obligations of the transferor of such transferee.

Section 12.8 Release of Liability. In the event any Member shall sell such Member’s entire Interest (other than in connection with an Exit Event) in compliance with the provisions of this Agreement, including, without limitation, pursuant to the penultimate sentence of Section 12.5, without retaining any interest therein, directly or indirectly, then the selling Member shall, to the fullest extent permitted by applicable law, be relieved of any further liability arising hereunder for events occurring from and after the date of such Transfer; provided, however, that no such Transfer shall relieve any Member of its confidentiality obligations pursuant to Section 3.6 hereof and such obligations shall survive any termination of such Member’s membership in the Company.

Section 12.9 Right of First Offer; Tag-Along and Drag-Along Rights.

(a) Right of First Offer. Any Transfers by any Member pursuant to the last sentence of Section 12.1(a) or, subject to a determination by the Board pursuant to Section 12.9(a)(vi), any Transfers by a Management Member pursuant to Section 12.1(b)(vii) or an Outside Member pursuant to Section 12.1(c)(v) (any such transferring Member, Management Member or Outside Member, in such capacity, a “Transferring Member”) shall be consummated only in accordance with the following procedures:

(i) The Transferring Member shall first deliver to the Company a written notice (a “First Offer Notice”), which shall (x) state the Transferring Member’s intention to Transfer Interests to one or more Persons, the amount and type of Interests to be sold (the “Subject Interests”), the purchase price therefor and a summary of the other material terms of the proposed Transfer and (y) offer to the Company and the Investor Members the right to acquire all or a portion of such Subject Interests upon the terms and subject to the conditions of the proposed Transfer as set forth in the First Offer Notice (the “First Offer”); provided, that such First Offer may provide that it must be accepted by the Company and the Investor Members (in the aggregate) on an all or nothing basis (an “All or Nothing Offer”). The First Offer shall remain open and irrevocable for the periods set forth below (and, to the extent the First Offer is accepted during such periods, until the consummation of the Transfer contemplated by the

46

First Offer). The Company shall have the right, for a period of 20 days after delivery of the First Offer Notice (the “Initial First Offer Acceptance Period”), to accept the First Offer for all or any part of the Subject Interests at the purchase price and on the other terms stated in the First Offer Notice. Such acceptance shall be made by delivering a written notice to the Transferring Member and the Investor Members within the Initial First Offer Acceptance Period.

(ii) If the Company shall fail to accept all of the Subject Interests offered for sale pursuant to, or shall reject in writing, the First Offer (the Company being required to notify in writing the Transferring Member and the Investor Members of its rejection or failure to accept in the event of the same), then, upon the earlier of the expiration of the Initial First Offer Acceptance Period or the giving of such written notice of rejection or failure to accept such offer by the Company, the Investor Members (other than the Transferring Member if it is an Investor Member) shall have the right, for a period of 15 days thereafter (the “Additional First Offer Acceptance Period”), to accept the First Offer for all or part (up to each such Investor Member’s pro rata share) of the Subject Interests so offered which had not been accepted by the Company (the “ROFO Refused Interests”) at the purchase price and on the other terms stated in the First Offer Notice; provided, however, that if the First Offer is an All or Nothing Offer, the Investor Members may only accept, during the Additional First Offer Acceptance Period, all, but not less than all, of their pro rata share of the ROFO Refused Interests, at the purchase price and on the terms stated in the First Offer Notice. Any such acceptance shall be made by delivering a written notice to the Company and the Transferring Member and the Investor Members within the Additional First Offer Acceptance Period specifying the number of Interests such Investor Member will purchase.

(iii) If effective acceptance shall not be received pursuant to Sections 12.9(a)(i) and/or 12.9(a)(ii) above with respect to all of the Subject Interests offered pursuant to the First Offer Notice, then the Transferring Member may Transfer all or any portion of the Interests so offered and not so accepted (or, in the case of an All or Nothing Offer, all (or not less than 90%) of the Subject Interests offered pursuant to the First Offer Notice, at a price not less than the price, and on terms (excluding representations as to due authorization and title, and the survival of such representations) not more favorable to the purchaser thereof than the terms, stated in the First Offer Notice at any time within 90 days (plus a sufficient number of additional days, not to exceed 90, to allow the expiration or termination of all waiting periods under HSR (as defined below) applicable to such Transfer) after the expiration of the Additional First Offer Acceptance Period (the “Transfer Period”). To the extent the Transferring Member Transfers all or any portion of the Subject Interests so offered during the Transfer Period, the Transferring Member shall promptly notify the Company, and the Company shall promptly notify the Investor Members, as to (i) the number of Interests, if any, that the Transferring Member then owns, (ii) the

47

number of Interests that the Transferring Member has Transferred, (iii) the terms of such Transfer and (iv) the name of the Person(s) to whom any Interests were Transferred. In the event that all of the Interests are not Transferred by the Transferring Member during the Transfer Period, the right of the Transferring Member to Transfer such Interests which are not Transferred shall expire and the obligations of this Section 12.9(a) shall be reinstated; provided, however, in the event that the Transferring Member determines, at any time during the Transfer Period, that the Transfer of all of the Interests on the terms set forth in the First Offer Notice is impractical, the Transferring Member may terminate the offer and reinstate the procedure provided in this Section 12.9(a) without waiting for the expiration of the Transfer Period; provided that such Transferring Member has not previously done so within the preceding six month period. Notwithstanding the foregoing, in the event that the First Offer was an All or Nothing Offer and all of the Subject Interests were not purchased in accordance with Section 12.9(a) by the Company and the Investor Members, then the Transferring Member shall only be permitted to sell all or ninety (90) percent of such Subject Interests to the purchaser thereof; it being understood that any sale for less than ninety (90) percent of such Subject Interests shall then become subject to the provisions of this Section 12.9(a) and such new Subject Interests that are offered to be sold pursuant to this Section 12.9(a) may only be sold following completion of the process described in this Section 12.9(a) with respect to such newly offered Subject Interests.

(iv) All Transfers of Subject Interests to the Company and/or the Investor Members subject to any First Offer Notice shall be consummated contemporaneously at the offices of the Company on the later of (i) a mutually satisfactory business day within 15 days after the expiration of the Initial First Offer Acceptance Period, or the Additional First Offer Acceptance Period, as applicable, and (ii) the fifth business day following the expiration or termination of all waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR”), applicable to such Transfers, or at such other time and/or place as the parties to such Transfers may agree. The delivery of certificates or other instruments evidencing such Subject Interests duly endorsed for transfer shall be made on such date against payment of the purchase price for such Subject Interests.

(v) Anything contained herein to the contrary notwithstanding, prior to any Transfer of Interests by a Transferring Member pursuant to this Section 12.9(a), the Transferring Member shall, after complying with the provisions of this Section 12.9(a), comply with the provisions of Section 12.9(b) hereof, if applicable.

(vi) Notwithstanding the foregoing, for the avoidance of doubt, it is understood and agreed that in connection with any Transfer by a Management

48

Member pursuant to Section 12.1(b)(vii) or an Outside Member pursuant to Section 12.1(c)(v), the Board may condition any consent to Transfer described therein on such Management Member or Outside Member, as applicable, complying with the provisions of this Section 12.9(a) as if such transferring Management Member or Outside Member, as applicable, were a Transferring Member hereunder.

(vii) Notwithstanding anything to the contrary contained herein, after the periods referenced in this Section 12.9(a), if any Subject Interests are not acquired by an Investor Member or its Affiliates, such Subject Interests may not be Transferred to any Person that is a competitor of the Company or any of its Subsidiaries as set forth on Schedule B hereto (as such schedule may be amended from time to time by the Majority Sponsors), except in the event the Transfer is effected pursuant to and in accordance with the Drag-Along Rights set forth in Section 12.9(c) below.

(b) Tag-Along Rights. In the event that a Selling Investor Member proposes to Transfer Interests, other than any Transfer to an Affiliate of such Selling Investor Member and any Transfer pursuant to Section 12.9(a), and such Interests would represent, together with all Interests previously Transferred by such Selling Investor Member to non Affiliates of such Selling Investor Member, more than 10% of such Selling Investor Member’s Common Units held immediately following the Closing, then at least thirty (30) days prior to effecting such Transfer, such Selling Investor Member shall give the Company and each other Member written notice of such proposed Transfer. Each other Member shall then have the right (the “Tag-Along Right”), exercisable by written notice to the Selling Investor Member, to participate in such sale by selling a Pro Rata Share of such other Member’s Common Units on substantially the same terms and subject to the same conditions as the Selling Investor Member. Such terms and conditions shall include, without limitation, (i) the sale consideration (which shall be reduced by the fees and expenses incurred by the Company and the Selling Investor Members, to the extent applicable in connection with the proposed sale) and (ii) the provision of information, representations, warranties, covenants and requisite indemnifications; provided, however, that (x) any representations and warranties relating specifically to any Member shall only be made by that Member; and (y) any indemnification provided by the Members (other than with respect to the representations referenced in the foregoing subsection (x)) shall be based on the relative Interests being sold by each Member in the proposed sale, either on a several, not joint, basis or solely with recourse to an escrow established for the benefit of the proposed purchaser (the Members’ contributions to such escrow to be on a pro-rata basis in accordance with the proceeds received from such sale), it being understood and agreed that any such indemnification obligation of an Member shall in no event exceed the net proceeds to such Member from such proposed Transfer; provided, further, however, that, (i) the Management Members, the Outside Members and the Investor Members (other than the Selling Investor Member and the Parthenon Members) shall receive the same amount and form (or a more liquid form) of consideration as the Selling Investor Member in connection with the proposed sale and (ii) the Parthenon Members shall receive the same amount and form of consideration as the Selling Investor Member in connection with the proposed sale unless they otherwise agree. Notwithstanding

49

anything to the contrary, in determining the consideration received by the Selling Investor Member for purposes of this Section 12.9(b), any management, advisory, exit or transaction fees payable to or received by the Company or any Member or any of their Affiliates in connection with such sale shall not be included in determining the sale proceeds and will not be deemed consideration received by the Selling Investor Member (it being understood that any customary exit fees payable in connection with such sale will be shared by the Investor Members in the same proportion as the ongoing annual fees described in the Advisory Agreements, in effect at such time). In the event that a sale by the Selling Investor Member does not constitute an Exit Event then, unless otherwise determined by the Override Unit Committee in its sole discretion, Management Members may only participate in such sale with respect to their Common Units.

(c) Drag-Along Rights. (i) In the event that the Majority Sponsors (in their capacity as such under this 12.9(c), the “Dragging Majority Members”) (A) propose to Transfer Interests, other than any Transfer to an Affiliate of any such Dragging Majority Member, and such Interests would represent more than 80% of the Common Units then owned by such Dragging Majority Members, or (B) desire to effect an Exit Event, such Dragging Majority Members shall have the right (the “Drag-Along Right”), upon written notice to the other Members, to require that each other Member join in such sale by selling its Pro Rata Share of such other Member’s Common Units on substantially the same terms as such Dragging Majority Members. Such terms and conditions shall include, without limitation, (i) the sale consideration (which shall be reduced by the fees and expenses incurred by the Company and the Dragging Majority Members, to the extent applicable, in connection with the proposed sale) and (ii) the provision of information, representations, warranties, covenants and requisite indemnifications; provided, however, that (x) any representations and warranties relating specifically to any Member shall only be made by that Member and (y) any indemnification provided by the Members (other than with respect to the representations referenced in the foregoing subsection (x)) shall be based on the relative purchase price being received by each Member in the proposed sale, either on a several, not joint, basis or solely with recourse to an escrow established for the benefit of the proposed purchaser (the Members’ contributions to such escrow to be on a pro rata basis in accordance with the proceeds received from such sale), it being understood and agreed that any such indemnification obligation of a Member shall in no event exceed the net proceeds to such Member from such proposed Transfer; provided, further, however, that, (i) the Management Members, the Outside Members and the Investor Members (other than the Dragging Majority Members and the Parthenon Members) shall receive the same amount and form (or a more liquid form) of consideration as the Dragging Majority Members in connection with the proposed sale and (ii) the Parthenon Members shall receive the same amount and form of consideration as the Dragging Majority Members in connection with the proposed sale unless they otherwise agree. Notwithstanding anything to the contrary, in determining the consideration to be received by the Dragging Majority Members for purposes of this Section 12.9(c), any management, advisory, exit or transaction fees payable to or received by the Company or any Member or any of their Affiliates in connection with such sale shall not be included in determining the sale proceeds and will not be deemed consideration received by the Dragging Majority Members (it being understood that any customary exit fees payable in connection with such sale will be shared by the Investor Members in the same proportion as the ongoing annual fees described in the Advisory Agreements, in effect at such time). For purposes of this Section 12.9, for each Member “joining the Selling Investor Member in such sale” or “joining the Dragging Majority

50

Members in such sale”, as the case may be, shall include voting its Interests consistently with the Selling Investor Member or Dragging Majority Members, as the case may be, transferring its Interests to a corporation organized in anticipation of such sale in exchange for capital stock of such corporation, executing and delivering agreements and documents which are being executed and delivered by the Selling Investor Member or Dragging Majority Members, as applicable, and providing such other cooperation as the Selling Investor Member or Dragging Majority Members, as applicable, may reasonably request.

(ii) Any Exit Event may be structured as an auction and may be initiated by the delivery to the Company and the other Members of a written notice that the Dragging Majority Members have elected to initiate an auction sale procedure. The Dragging Majority Members shall be entitled to take all steps reasonably necessary to carry out an auction of the Company, including, without limitation, selecting an investment bank, providing confidential information (pursuant to confidentiality agreements), selecting the winning bidder and negotiating the requisite documentation. The Company and each Member shall provide assistance with respect to these actions as reasonably requested.

(iii) In the event the Selling Investor Member or Dragging Majority Members, as the case may be, sells less than 100% of its Common Units in the Company, joining “pro rata in such sale” shall be based on relative Common Units unless the Override Unit Committee in its sole discretion determines that the Override Units shall participate in the sale, in which case the principles of clause (iv) of this Section 12.9(c) shall apply.

(iv) The Members acknowledge and agree that the Dragging Majority Members shall have the right, pursuant to Section 6.2(f) of the Shareholders Agreement, to elect that a Member holding securities of KAR Holdings sell additional shares of KAR Holdings common stock (in addition to shares that such Member holding securities of KAR Holdings would be required to sell pursuant to Section 6.2(a) of the Shareholders Agreement) in lieu of all or a portion of Interests that such Member would otherwise be required to sell by virtue of the Dragging Majority Members’ drag-along rights pursuant to Section 12.9(c).

(v) In the event that an Exit Event is structured as a sale of Interests by the Members, rather than a sale of the Company’s assets with a subsequent distribution of proceeds by the Company, then the purchase agreement governing such Interest sale will have provisions therein which replicate, to the greatest extent possible, the economic result which would have been attained under Articles IX and XIII had the Exit Event been structured as a sale of the Company’s assets and a distribution of proceeds.

51

(d) Any transaction costs, including transfer taxes and legal, accounting and investment banking fees incurred by the Company and the Selling Investor Member or the Dragging Majority Members, as applicable, in connection with an Exit Event shall, unless the applicable purchaser refuses, be borne by the Company in the event of a merger, consolidation or sale of assets and shall otherwise be borne by the Members on a pro rata basis based on the consideration received by each Member in such Exit Event.

Section 12.10 Initial Public Offering.

(a) Generally. Unless GSCP, Kelso and VAC unanimously agree otherwise, any Initial Public Offering shall only be effected through the public offering of the stock of KAR Holdings or such other entity as shall be agreed by GSCP, Kelso and VAC (a “Holdings IPO”). Upon a determination by the Majority Sponsors to effect an Initial Public Offering, the Board and each other Member shall take such actions as are necessary to effect the Holdings IPO; provided that, if any of the foregoing actions requested to be taken would adversely impact any Investor Member in a manner differently than it impacts the requesting Investor Members, such action shall be subject to the prior approval of such other Investor Member, such approval not to be unreasonably withheld.

(b) Holdings IPO. In order to implement any Holdings IPO, this Agreement shall continue to remain in full force and effect with any amendments or modifications thereto as shall be effectuated by the Investor Members requesting such Holdings IPO in accordance with Section 12.10(a) above; provided that, following such Holdings IPO (A) the governance provisions herein shall apply only with respect to the Company and the Subsidiaries of the Company (other than the Subsidiary that effects the Holdings IPO and its Subsidiaries), and (B) the Company shall not vote any shares of the Subsidiary that effects the Holdings IPO in favor of any action without the prior written consent of the Majority Sponsors.

(c) Other IPO. If GSCP, Kelso and VAC unanimously agree to effect an Initial Public Offering through a structure other than a Holdings IPO (which may include transferring Interests to a newly formed corporation, a merger of the Company into such newly formed corporation or any other restructuring of the Interests, in each case in anticipation of an Initial Public Offering), the Members and the Board shall cooperate to take such steps to effect the Initial Public Offering in a manner that is mutually agreeable to GSCP, Kelso and VAC.

(d) Liquidation of LLC; Distribution of Shares. Notwithstanding anything to the contrary, with the consent of each of the Investor Members (which consent may be withheld by any such Investor Member in its sole and absolute discretion), at anytime following an Initial Public Offering, if directed to do so by each of the Investor Members, the Company shall exchange Interests held by any such Member for that number of shares of common stock in KAR Holdings (or such other entity that effected the Holdings IPO) determined in a manner such that each Member is treated no less favorably than such Member would have been treated upon an Exit Event (assuming the value of the consideration to be received by such Members in the Exit Event is the then current trading price of KAR Holdings (or such other entity that effected the

52

Holdings IPO). In the event of such an exchange, the Members receiving shares in KAR Holdings (or such other entity that effected the Holdings IPO) shall enter into the Registration Rights Agreement containing such terms and amendments as shall be mutually agreed upon by each Investor Member. Notwithstanding the foregoing, to the extent that (i) a Member is intended to qualify as a “venture capital operating company” within the meaning of 29 C.F.R. 2510.3-101(d) (such member, a “VCOC Member”), and, (ii) following a Holdings IPO the Company holds less than a majority of the shares of common stock of KAR Holdings (or such other entity that effected the Holdings IPO), the Investor Members will consider in good faith changes to the form and structure of the VCOC Member’s investment necessary to qualify the VCOC Member’s investment as a “venture capital investment” or a “derivative investment” for purposes of the United States Department of Labor Regulations published at 29 C.F.R. 2510.3-101(d)(3) and (4).

Section 12.11 Registration Rights.

(a) The Members hereby acknowledge that the Company has entered into a Registration Rights Agreement pursuant to which the Company has been granted certain demand and “piggyback” registration rights in respect of certain securities of KAR Holdings held by the Company and that such rights (and the rights described in this Section 12.11) are subject to, qualified by, and exercisable solely in accordance with, the terms and conditions of this Agreement. The Company shall not consent to the revision, amendment or alteration of the Registration Rights Agreement in a manner that would have an adverse effect on the rights of an Investor Member without the consent of such Investor Member.

(b) At any time in connection with or after an Initial Public Offering, the Demand Investors shall have the right, by delivering a joint written notice to the Company (a “Demand Investor Notice”) to cause the Company to exercise its demand rights under the Registration Rights Agreement (an “Investor Demand”) such that the Company causes KAR Holdings to register and sell publicly up to a number of LLC Owned Shares equal to the sum (such sum being referred to herein as the “Demand LLC Owned Shares”) of (x) the number of Individual Attributable Common Shares that such Demand Investors requested to be included in such Investor Demand as set forth in the Demand Investor Notice plus (y) a number of LLC Owned Shares equal to the product of (1) the aggregate number of Individual Attributable Common Shares held by all Members (other than the Demand Investors requesting such Investor Demand) and (2) the Individual Demand Percentage applicable to such Investor Demand as set forth in the Demand Investor Notice (the amount of Individual Attributable Common Shares calculated pursuant to clause (y), the “Dragged LLC Owned Shares”), which shall be allocated to each Member (other than the Demand Investors requiring such Investor Demand) according to such Member’s Individual Ownership Percentage. Upon receipt by the Company of a Demand Investor Notice, the Company shall promptly deliver a written notice to each other Member regarding such proposed registration (such notice to include the Individual Demand Percentage exercised by such Demand Investors, and the corresponding number of Dragged LLC Owned Shares relating to each other Member which will be included in such Investor Demand). Within five (5) days of the Company’s receipt of the Investor Demand, the Company shall deliver a Demand Notice (as defined in the Registration Rights Agreement), to KAR Holdings which shall

53

include the request to register and sell publicly the Demand LLC Owned Shares. In any Investor Demand, the Demand Investor requesting such registration shall have the right, upon notice to the Company, to select the managing underwriter (which shall be of nationally recognized reputation) to administer the offering contemplated by the Investor Demand. Upon the receipt of such notice, the Company shall, pursuant to Section 4.2 of the Registration Rights Agreement, cause such managing underwriter (as identified by the Demand Investor) to be selected by KAR Holdings for such offering. The Members acknowledge and agree that any cutbacks or other restrictions on any Investor Demand (including, without limitation, pursuant to Section 1.5 of the Registration Rights Agreement) shall effect each of the Members on a pro rata basis (based on the number of Demand LLC Owned Shares then related to each such Member).

(c) The Company shall distribute the proceeds of the sale of any Demand LLC Owned Shares that are the subject of an Investor Demand to the Members in accordance with the provisions of Article IX.

(d) Demand Investors may withdraw an Investor Demand at any time within 7 days following the filing by KAR Holdings of a registration statement relating to such Investor Demand. Upon receipt of a notice of withdrawal from the Demand Investors delivered within such 7 day period, the Company shall, and shall cause KAR Holdings to, cease all efforts to secure effectiveness of the applicable registration statement.

(e) If, pursuant to Section 2 of the Registration Rights Agreement, KAR Holdings proposes to register for sale any of its equity securities, the Company shall deliver written notice (the “Piggyback Notice”) to each of the Majority Sponsors regarding such proposed registration (such Piggyback Notice to include the number of equity securities that KAR Holdings proposes to register in such incidental registration (the “Incidental Holdings Shares”), the corresponding number of Aggregate LLC Owned Shares that could be included by the Company in such incidental registration if the Piggyback Investors, on behalf of the Company, determine to exercise such “piggyback rights” in full (which shall equal the LLC Percentage multiplied by the Incidental Holdings Shares, the “LLC Piggyback Shares”). Within 5 days of the Majority Sponsors receipt of the Piggyback Notice, if the Piggyback Investors determine to exercise, on behalf of the Company, the “piggyback rights” in whole or in part, then the Piggyback Investors shall deliver a joint written instruction (the “Piggyback Response Instruction”) to the Company stating that such Piggyback Investors have elected to exercise the “piggyback rights” on behalf of the Company, such notice to include the amount of LLC Owned Shares (up to the LLC Piggyback Shares) that such Piggyback Investors have elected to include in such “piggyback” registration. Upon receipt by the Company of a Piggyback Response Instruction, the Company shall promptly (i) deliver a written notice to each other Member regarding such proposed registration (such notice to include the amount of LLC Owned Shares that the Piggyback Investors have elected to include in such “piggyback” registration, and the corresponding number of LLC Piggyback Shares relating to each other Member which will be included in such “piggyback” registration (the “Individual Piggyback Shares”)) and (ii) deliver a notice to KAR Holdings (as contemplated by Section 2 of the Registration Rights Agreement), which shall include the request to register and sell publicly the number of LLC Piggyback Shares indicated

54

in the Piggyback Response Instruction. The Company shall distribute the proceeds of the sale of any Individual Piggyback Shares that are included in such “piggyback” registration to the Members in accordance with Article IX. The Members acknowledge and agree that any cutbacks or other restrictions on any “piggyback” registration (including, without limitation, pursuant to Section 2 of the Registration Rights Agreement) shall affect each of the Members on a pro rata basis (based on the number of Individual Attributable Common Shares then related to each such Member).

(f) For purposes of this Section 12.11, the following terms shall have the following meanings: (i) “Aggregate LLC Owned Shares” means, as of any date of determination, a number of shares of common stock of KAR Holdings that are held by the Company as of such date of determination, (ii) “Individual Ownership Percentage” means, as to any individual Member as of any date of determination, the percentage obtained by dividing (x) the number of Common Units held by such Member as of such date of determination by (y) the number of Common Units held by all Members as of such date of determination, (iii) “LLC Owned Shares” means, as of any date of determination, any shares of common stock of KAR Holdings that are held by the Company as of such date of determination, (iv) “LLC Percentage” means, as of any date of determination, the percentage obtained by dividing (x) the Aggregate LLC Owned Shares as of such date of determination by (y) the aggregate number of Registrable Securities (as defined in the Registration Rights Agreement) held by all shareholders that are parties to the Registration Rights Agreement (including the Company) as of such date of determination, (v) “Individual Attributable Common Shares” means, as to any Member on any date of determination, the number of LLC Owned Shares equal to the Aggregate LLC Owned Shares multiplied by the Individual Ownership Percentage of such Member as of such date of determination, (vi) “Individual Demand Percentage” means, as to any Investor Demand made by the Demand Investors, means a percentage equal to the actual number of LLC Owned Shares that such Demand Investors requested to be included in such Investor Demand divided by the number of Individual Attributable Common Shares then related to such Demand Investors (it being understood that such percentage may never exceed 100%).

Section 12.12 Certain Affiliated Transfers. No Member shall avoid its obligations under this Agreement by making one or more Transfers of Interests to its Affiliates and then disposing of all or any portion of such Member’s interest in any such Affiliate (or a direct or indirect parent thereof) transferee without first Transferring all of the Interests back from its Affiliate so that the Affiliate whose interests are disposed of no longer holds any Interests in the Company. Each of the Kelso Members (in respect of Axle LLC) and each of the Parthenon Members (in respect of Axle LLC and PCap KAR LLC), as the case may be, agrees that it shall not cause any of its Affiliates or Subsidiaries to Transfer to any Third Party in one or more transactions equity interests in Axle LLC, PCap KAR LLC, any Kelso Member, any Parthenon Member, or any of their respective Affiliates or Subsidiaries, as the case may be, such that Axle LLC or PCap KAR, as the case may be, could avoid its obligations under this Agreement (including the restrictions on transfer contained in this Article XII). In addition, each other Investor Member and Outside Member shall cause its Affiliates not to Transfer to Third Parties in one or more transactions equity interests in entities that, directly or indirectly, beneficially own Interests (such entities, as they relate to such other Investor Member or Outside Member, as the case may be, are hereinafter referred to as “Upper Tier Entities”) for the primary purpose of avoiding such

55

Member’s obligations under this Agreement; provided, however, that the foregoing (i) shall not apply to transfers in Upper Tier Entities solely in connection with a change of individual’s employment status within such Upper Tier Entity so long as such change relates to all of the investments held by such Upper Tier Entity in a similar manner, (ii) shall only apply to Upper Tier Entities in which the direct or indirect beneficial ownership of Interests represents fifty percent (50%) or more of the consolidated assets of such Upper Tier Entity, and (iii) shall not apply to transfers in Upper Tier Entities that occur in the ordinary course and consistent with past practice.

ARTICLE XIII

DISSOLUTION, LIQUIDATION AND TERMINATION

Section 13.1 Dissolving Events. The Company shall be dissolved and its affairs wound up in the manner hereinafter provided upon the happening of any of the following events:

(a) the Board and the Members shall vote or agree in writing to dissolve the Company pursuant to the required votes set forth in Section 3.3(d), Section 4.3 and Section 4.12, respectively; or

(b) any event which, under applicable law, would cause the dissolution of the Company; provided that, unless required by applicable law, the Company shall not be wound up as a result of any such event and the business of the Company shall continue.

Notwithstanding the foregoing, the death, retirement, resignation, expulsion, bankruptcy or dissolution of any Member or the occurrence of any other event that terminates the continued membership of any Member in the Company under the Delaware Act shall not, in and of itself, cause the dissolution of the Company. In such event, the remaining Member(s) shall continue the business of the Company without dissolution.

Section 13.2 Dissolution and Winding-Up. Upon the dissolution of the Company, the assets of the Company shall be liquidated or distributed under the direction of, and to the extent determined by, the Board, and the business of the Company shall be wound up. Within a reasonable time after the effective date of dissolution of the Company, the Company’s assets shall be distributed in the following manner and order:

First, to creditors in satisfaction of indebtedness (other than any loans or advances that may have been made by any of the Members to the Company), whether by payment or the making of reasonable provision for payment, and the expenses of liquidation, whether by payment or the making of reasonable provision for payment, including the establishment of reasonable reserves (which may be funded by a liquidating trust) determined by the Board or the liquidating trustee, as the case may be, to be reasonably necessary for the payment of the

56

Company’s expenses, liabilities and other obligations (whether fixed, conditional, unmatured or contingent);

Second, to the payment of loans or advances that may have been made by any of the Members to the Company; and

Third, to the Members in accordance with Section 9.1, taking into account any amounts previously distributed under Section 9.1;

provided that no payment or distribution in any of the foregoing categories shall be made until all payments in each prior category shall have been made in full, and provided, further, that, if the payments due to be made in any of the foregoing categories exceed the remaining assets available for such purpose, such payments shall be made to the Persons entitled to receive the same pro rata in accordance with the respective amounts due to them.

Section 13.3 Distributions in Cash or in Kind. Upon the dissolution of the Company, the Board shall use all commercially reasonable efforts to liquidate all of the Company’s assets in an orderly manner and apply the proceeds of such liquidation as set forth in Section 13.2; provided that, if in the good faith judgment of the Board, a Company asset should not be liquidated, the Board shall cause the Company to allocate, on the basis of the Fair Market Value of any Company assets not sold or otherwise disposed of, any unrealized gain or loss based on such value to the Members’ Capital Accounts as though the assets in question had been sold on the date of distribution and, after giving effect to any such adjustment, distribute such assets in accordance with Section 13.2 as if such Fair Market Value had been received in cash, subject to the priorities set forth in Section 13.2, and provided, further, that the Board shall in good faith attempt to liquidate sufficient Company assets to satisfy in cash (or make reasonable provision for) the debts and liabilities referred to in Section 13.2.

Section 13.4 Termination. The Company shall terminate when the winding up of the Company’s affairs has been completed, all of the assets of the Company have been distributed and the Certificate has been canceled, all in accordance with the Delaware Act.

Section 13.5 Claims of the Members. The Members and former Members shall look solely to the Company’s assets for the return of their Capital Contributions, and if the assets of the Company remaining after payment of or due provision for all debts, liabilities and obligations of the Company are insufficient to return such Capital Contributions, the Members and former Members shall have no recourse against the Company or any other Member.

ARTICLE XIV

MISCELLANEOUS

Section 14.1 Notices. All notices, requests, demands, waivers and other communications required or permitted to be given under this Agreement shall be in writing and

57

shall be deemed to have been duly given if (a) delivered personally, (b) mailed, certified or registered mail with postage prepaid, (c) sent by next-day or overnight mail or delivery or (d) sent by fax, as follows (or to such other address as the party entitled to notice shall hereafter designate in accordance with the terms hereof):

(a) If to the Company:

KAR Holdings II, LLC

c/o Kelso & Company, L.P.

320 Park Avenue, 24^th Floor

New York, New York 10022

Attention: James J. Connors II

Facsimile No.: 212-223-2379

with copies (which shall not constitute notice) to:

Kelso & Company, L.P.

320 Park Avenue, 24^th Floor

New York, New York 10022

Attention: James J. Connors II

Facsimile No.: 212-223-2379

Skadden, Arps, Slate, Meagher & Flom LLP

Four Times Square

New York, NY 10036

Attention: Lou R. Kling

Tel: (212) 735-3000

Fax: (917) 777-2770

GS Capital Partners VI, L.P.

c/o Goldman, Sachs & Co.

85 Broad Street

New York, New York 10004

Attention: Sanjeev Mehra

Facsimile No.: (212) 357-5505

Fried, Frank, Harris, Shriver & Jacobson LLP

One New York Plaza

New York, New York 10004

Attention: Robert C. Schwenkel

Facsimile No.: (212) 859-4000

ValueAct Capital Master Fund, L.P.

c/o ValueAct Capital

435 Pacific Avenue, 4^th Floor

San Francisco, CA 94133

58

Attention: Allison Bennington

Facsimile No.: (415) 362-5727

Dechert LLP

Cira Centre

2929 Arch Street

Philadelphia, PA 19104

Attention: Christopher G. Karras

Facsimile No.: (215) 994-2222

PCap KAR LLC

c/o Parthenon Capital

75 State Street, 26^th Floor

Boston, MA 02109

Attention: David Ament

Facsimile No.: (617) 960-4010

Kirkland & Ellis LLP

200 East Randolph Drive

Chicago, IL 60601

Attention: Jeffrey Seifman, P.C.

Facsimile No.: 312-660-0351

(b) If to a Member, at the address set forth opposite such Member’s name on Schedule A attached hereto, or at such other address as such Member may hereafter designate by written notice to the Company.

All such notices, requests, demands, waivers and other communications shall be deemed to have been received (w) if by personal delivery, on the day delivered, (x) if by certified or registered mail, on the fifth business day after the mailing thereof, (y) if by next-day or overnight mail or delivery, on the day delivered, or (z) if by fax, on the day delivered; provided that such delivery is confirmed.

Section 14.2 Securities Act Matters. Each Member understands that, in addition to the restrictions on transfer contained in this Agreement, he or she must bear the economic risks of his or her investment for an indefinite period because the Interests have not been registered under the Securities Act.

Section 14.3 Headings. The headings to sections in this Agreement are for purposes of convenience only and shall not affect the meaning or interpretation of this Agreement.

Section 14.4 Entire Agreement. This Agreement, the Registration Rights Agreement and the Shareholders Agreement constitute the entire agreement among the Members with respect to the subject matter hereof, and supersedes any prior agreement or understanding among them with respect to the matters referred to herein or therein. There are no representations,

59

warranties, promises, inducements, covenants or undertakings relating to the Units, other than those expressly set forth or referred to herein or therein.

Section 14.5 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

Section 14.6 Governing Law; Attorneys’ Fees. This Agreement and the rights and obligations of the Members hereunder and the Persons subject hereto shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, without giving effect to the choice of law principles thereof. The substantially prevailing party in any action or proceeding relating to this Agreement shall be entitled to receive an award of, and to recover from the other party or parties, any fees or expenses incurred by him, her or it (including, without limitation, reasonable attorneys’ fees and disbursements) in connection with any such action or proceeding.

Section 14.7 Waivers. (a) Except as may otherwise be provided by applicable law in connection with the winding-up, liquidation and dissolution of the Company, each Member hereby irrevocably waives any and all rights that it may have to maintain an action for partition of any of the Company’s property.

(b) Waiver by any Member hereto of any breach or default by any other Member of any of the terms of this Agreement shall not operate as a waiver of any other breach or default, whether similar to or different from the breach or default waived. No waiver of any provision of this Agreement shall be implied from any course of dealing between the Members hereto or from any failure by any Member to assert its, his or her rights hereunder on any occasion or series of occasions.

(c) EACH MEMBER HEREBY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, OR THE BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 14.8 Invalidity of Provision. The invalidity or unenforceability of any provision of this Agreement in any jurisdiction shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of this Agreement, including that provision, in any other jurisdiction.

Section 14.9 Further Actions. Each Member shall execute and deliver such other certificates, agreements and documents, and take such other actions, as may reasonably be requested by the Company in connection with the continuation of the Company and the achievement of its purposes, including, without limitation, (a) any documents that the Company deems necessary or appropriate to continue the Company as a limited liability company in all jurisdictions in which the Company or its Subsidiaries conduct or plan to conduct business and

60

(b) all such agreements, certificates, tax statements and other documents as may be required to be filed in respect of the Company.

Section 14.10 Amendments.

(a) Except as expressly provided in this Agreement, this Agreement may not be amended, modified or supplemented except by a written instrument signed by each of the Investor Members; provided, however, that the Board (provided that at least one GSCP Director, one Kelso Director and one VAC Director approve) may, pursuant to Sections 3.2, 3.9, 6.2 and 12.2, make such modifications to this Agreement, including Schedule A, as are necessary to admit Additional Members. Notwithstanding the foregoing, no amendment, modification or supplement shall adversely affect the Management Members as a class without the consent of a Majority in Interest (exclusive of Override Units) of the Management Members or, to the extent (and only to the extent) any particular Management Member would be uniquely and adversely affected by a proposed amendment, modification or supplement, by such Management Member; provided, however, that, in either case, no such consent of the Management Members shall be required for (i) any amendments, modifications or supplements to Article IV, (ii) any amendments, modifications or supplements effectuated pursuant to Sections 12.10 or 12.11, or (iii) for the issuance of additional Units pursuant to Article III. The Company shall notify all Members after any such amendment, modification or supplement, other than any amendments to Schedule A, as permitted herein, has taken effect.

(b) Notwithstanding 14.10(a), each Member shall, and shall cause each of its Affiliates and transferees to, take any action jointly requested by the Majority Sponsors that is designed to comply with the finalization of proposed Treasury Regulations relating to the issuance of partnership equity for services and any other Treasury Regulation, Revenue Procedure, or other guidance issued with respect thereto. Without limiting the foregoing, such action may include authorizing the Company to make any election, agreeing to any condition imposed on such Member, its Affiliates or its transferee, executing any amendment to this Agreement or other agreements, executing any new agreement, and agreeing not to take any contrary position on any tax return or other filing.

Section 14.11 No Third Party Beneficiaries. Except as otherwise provided herein, this Agreement is not intended to confer upon any Person, except for the parties hereto, any rights or remedies hereunder.

Section 14.12 Injunctive Relief. The Units cannot readily be purchased or sold in the open market, and for that reason, among others, the Company and the Members will be irreparably damaged in the event this Agreement is not specifically enforced. Each of the Members therefore agrees that, in the event of a breach of any provision of this Agreement, the aggrieved party may elect to institute and prosecute proceedings in any court of competent jurisdiction to enforce specific performance or to enjoin the continuing breach of this Agreement. Such remedies shall, however, be cumulative and not exclusive, and shall be in addition to any other remedy which the Company or any Member may have. Each Member hereby irrevocably submits to the non-exclusive jurisdiction of the state and federal courts in New York for the

61

purposes of any suit, action or other proceeding arising out of, or based upon, this Agreement or the subject matter hereof. Each Member hereby consents to service of process made in accordance with Section 14.1.

Section 14.13 Power of Attorney. Each Member (other than the Investor Members) hereby constitutes and appoints the Major Investors as his or her true and lawful joint representative and attorney-in-fact in its, his or her name, place and stead to make, execute, acknowledge, record and file the following:

(a) any amendment to the Certificate which may be required by the laws of the State of Delaware because of:

(i) any duly made amendment to this Agreement, or

(ii) any change in the information contained in such Certificate, or any amendment thereto;

(b) any other certificate or instrument which may be required to be filed by the Company under the laws of the State of Delaware or under the applicable laws of any other jurisdiction in which counsel to the Company determines that it is advisable to file;

(c) any certificate or other instrument which the Major Investors or the Board deems necessary or desirable to effect a termination and dissolution of the Company which is authorized under this Agreement;

(d) any amendments to this Agreement, duly adopted in accordance with the terms of this Agreement; and

(e) any other instruments that the Major Investors or the Board may deem necessary or desirable to carry out fully the provisions of this Agreement; provided, however, that any action taken pursuant to this power shall not, in any way, increase the liability of the Members beyond the liability expressly set forth in this Agreement, and provided, further, that, where action by the requisite vote of the Board is required, such action shall have been taken prior to the Major Investors taking any action pursuant to this Section 14.13.

Such power of attorney is coupled with an interest and shall continue in full force and effect notwithstanding the subsequent death or incapacity of the Member granting such power of attorney.

62

Section 14.14 Regulatory Matters. The Company shall, and shall cause its Subsidiaries to, keep each of the Investor Members informed, on a current basis, of any events, discussions, notices or changes with respect to any criminal or regulatory investigation or action involving the Company or any of its Subsidiaries, so that such Investor Members, their respective partners or members, and their respective Affiliates will have the opportunity to take appropriate steps to avoid or mitigate any regulatory consequences to them that might arise from such investigation or action.

Section 14.15 Name and Logo. The Company grants each of the Investor Members and their respective Affiliates permission to use the Company’s and/or any of its Subsidiaries’ name and logo in marketing materials, and such Investor Member or Affiliate thereof, as applicable, shall include a trademark attribution notice giving notice of the Company’s and/or Subsidiary’s ownership of trademarks in the marketing materials in which the Company’s and/or Subsidiary’s name and logo appear.

ARTICLE XV

DEFINED TERMS

Section 15.1 Definitions.

“Accounting Period” means, for the first Accounting Period, the period commencing on the date hereof and ending on the next Adjustment Date. All succeeding Accounting Periods shall commence on the day after an Adjustment Date and end on the next Adjustment Date.

“Additional First Offer Acceptance Period” has the meaning given in Section 12.9(a).

“Additional Member” has the meaning given in Section 3.9(a).

“ADESA” means ADESA, Inc., a Delaware corporation.

“Adjustment Date” means the last day of each fiscal year of the Company or any other date determined by the Board, in its sole discretion, as appropriate for an interim closing of the Company’s books.

“Advisory Agreements” means each of the financial advisory agreements, each dated as of April 20, 2007, by and between KAR Holdings, on the one hand, and Kelso & Company, L.P., Goldman, Sachs & Co., VAC, PCap LP and BP Capital Management, on the other hand.

“Affiliate” means, with respect to a specified Person, any Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common

63

control with, the specified Person. As used in this definition, the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

“Agreement” means this Amended and Restated Limited Liability Company Agreement of the Company, as this agreement may be amended, modified, supplemented or restated from time to time after the date hereof.

“Applicable Performance Percentage” has the meaning set forth in Section 7.1(b).

“Axle Holdings Shares” means all of the issued and outstanding shares of common stock, par value $0.01 per share, of Axle Holdings, Inc., a Delaware corporation.

“Benchmark Amount” means the amount set with respect to an Override Unit pursuant to Section 7.1(d).

“Board” has the meaning given in Section 4.1(a).

“Book Value” means with respect to any asset, the asset’s adjusted basis for U.S. federal income tax purposes, except as follows: (i) the Book Value of any asset contributed or deemed contributed by a Member to the Company shall be the gross fair market value of such asset at the time of contribution as reasonably determined by the Board; (ii) the Book Value of any asset distributed or deemed distributed by the Company to any Member shall be adjusted immediately prior to such distribution to equal its gross fair market value at such time as reasonably determined by the Board; (iii) the Book Values of all Company assets may be adjusted in the discretion of the Board to equal their respective gross fair market values, as reasonably determined by the Board as of (1) the date of the acquisition of an additional interest in the Company by any new or existing Member in exchange for a contribution to the capital of the Company; or (2) upon the liquidation of the Company (including upon interim liquidating distributions), or the distribution by the Company to a retiring or continuing Member of money or other Company property in reduction of such Member’s interest in the Company; (iv) any adjustments to the adjusted basis of any asset of the Company pursuant to Sections 734 or 743 of the Code shall be taken into account in determining such asset’s Book Value in a manner consistent with Treasury Regulation Section 1.704-1(b)(2)(iv)(m); and (v) if the Book Value of an asset has been determined pursuant to clause (i) or adjusted pursuant to clauses (iii) or (iv) above, to the extent and in the manner permitted in the Treasury Regulations, adjustments to such Book Value for depreciation and amortization with respect to such asset shall be calculated by reference to Book Value, instead of tax basis.

“Call Rights” has the meaning given in Section 12.4(b).

64

“Capital Account” has the meaning given in Section 6.1.

“Capital Contribution” means, for any Member, the total amount of cash and the Fair Market Value of any property contributed to the Company by such Member.

“Carrying Value” means, with respect to any Interest purchased by the Company from a Management Member, the value equal to the Capital Contribution, if any, made by the selling Management Member in respect of any such Interest less the amount of distributions made in respect of such Interest.

“Certificate” means the Certificate of Formation of the Company and any and all amendments thereto and restatements thereof filed on behalf of the Company with the office of the Secretary of State of the State of Delaware pursuant to the Delaware Act.

“Class A Common Units” means a class of Interests in the Company, as described in Section 3.2(a).

“Class B Common Units” means a class of Interests in the Company, as described in Section 3.2(b).

“Closing” means the closing of the transactions contemplated by the Merger Agreement.

“Code” means the Internal Revenue Code of 1986, as amended.

“Common Units” means the Class A Common Units and the Class B Common Units, collectively. For the avoidance of doubt, Common Units shall not include Override Units.

“Company” has the meaning given in the introductory paragraph to this Agreement.

“Confidential Information” has the meaning given in Section 3.6.

“Contribution Agreement” means the contribution agreement, dated as of April 20, 2007, by and among the Company, KAR Holdings, Axle LLC, Axle Holdings, Inc., each of the Investor Members and the other parties identified therein.

“Controlled Affiliate” means, with respect to a specified Person, any Person that directly, or indirectly through one or more intermediaries, controls the specified Person. As used in this definition, the term “control” means the possession, directly or indirectly, of the power to direct

65

or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

“Covered Person” means a current or former Member or Director, an Affiliate of a current or former Member or Director, any officer, director, shareholder, partner, member, employee, advisor, representative or agent of a current or former Member or Director or any of their respective Affiliates, or any current or former officer, employee or agent of the Company or any of its Affiliates.

“Current Value” means, as of any given time, the sum of (A) the aggregate amount of distributions pursuant to Section 9.1 received by the Investor Members prior to such time (including, for the avoidance of doubt, any portion of any distribution with respect to which Current Value is being determined) in respect of Common Units plus (B) if such distribution is to be made in connection with an Exit Event, the product of (i) the aggregate amount per Common Unit of distributions pursuant to Section 9.1 to be received by the Investor Members upon such Exit Event, which shall be determined assuming that all Override Units issued and outstanding at the date of the Exit Event (but excluding any Override Units (including, without limitation, Value Units issued hereunder), which, by their terms, would be forfeited in conjunction with the occurrence of such Exit Event if they did not become eligible to participate in distributions pursuant to Section 7.1(b) upon the occurrence of the Exit Event) are treated as if they were Common Units immediately prior to the Exit Event and (ii) the Investor Member Units outstanding as of the occurrence of such Exit Event.

“Deficit” has the meaning given in Section 8.2(a).

“Delaware Act” means the Delaware Limited Liability Company Act, 6 Del. C. §18-101, et seq., as amended from time to time.

“Demand Investor” means, (i) at any time, all of Kelso, GSCP and VAC or (ii) at anytime following the three year anniversary of an IPO, the Majority Sponsors.

“Director” has the meaning given in Section 4.1(a).

“Disability” means, with respect to a Management Member, the termination of the employment of any Management Member by the Company or any Subsidiary of the Company that employs such individual (or by the Company on behalf of any such Subsidiary) as a result of such Management Member’s incapacity due to reasonably documented physical or mental illness that shall have prevented such Management Member from performing his or her duties for the Company on a full-time basis for more than six months and within 30 days after written notice has been given to such Management Member, such Management Member shall not have returned to the full time performance of his or her duties, in which case the date of termination shall be

66

deemed to be the last day of the aforementioned 30-day period; provided that, in the case of any Management Member who, as of the date of determination, is party to an effective services, severance or employment agreement with the Company or any Subsidiary, “Disability” shall have the meaning, if any, specified in such agreement.

“Drag-Along Right” has the meaning given in Section 12.9(c).

“ECI” means income that is “effectively connected with the conduct of a trade or business within the United States” within the meaning of sections 871 and 882 of the Code (including income treated as so effectively connected under section 897 of the Code).

“Exit Event” means a transaction or a combination or series of transactions (other than an Initial Public Offering) resulting in:

(a) the sale, transfer or other disposition by the Investor Members to one or more Persons that are not, immediately prior to such sale, Affiliates of the Company or any Investor Member of all or substantially all of the Interests of the Company beneficially owned by the Investor Members as of the date of such transaction; or

(b) the sale, transfer or other disposition of all of the assets of the Company and its Subsidiaries, taken as a whole, to one or more Persons that are not, immediately prior to such sale, transfer or other disposition, Affiliates of the Company or any Investor Member.

“Fair Market Value” means, as of any date,

(a) for purposes of determining the value of any property owned by, contributed to or distributed by the Company, (i) in the case of publicly-traded securities, the average of their last sales prices on the applicable trading exchange or quotation system on each trading day during the five trading-day period ending on such date and (ii) in the case of any other property, the fair market value of such property, as determined in good faith by the Board,

(b) for purposes of determining the value of any Member’s Interest in connection with Section 12.5 (“Involuntary Transfers”), (i) the fair market value of such Interest as reflected in the most recent Appraisal, or (ii) in the event no such Appraisal exists or the Appraisal Date is more than nine months prior to the date of determination or the Board otherwise determines in good faith that the use of such Appraisal is inappropriate, the fair market value of such Interest as determined in good faith by the Board, or

67

(c) for purposes of determining the value of any Member’s Interest in connection with Section 12.4 (“Put and Call Rights”), the liquidation value of such Interest, determined by the amount that would be distributed with respect to such Interest if the Company disposed of all of its assets at their Fair Market Value and applied the proceeds as directed in Section 13.2 of this Agreement as determined in good faith by the Board.

“Financing Documents” has the meaning given in Section 12.4(c).

“First Offer” has the meaning given in Section 12.9(a).

“First Offer Notice” has the meaning given in Section 12.9(a).

“GSCP” means, collectively, GS Capital Partners VI Fund, L.P., a Delaware limited partnership, GS Capital Partners VI Parallel, L.P., a Delaware limited partnership, GS Capital Partners VI GmbH & Co. KG, a German limited partnership, and GS Capital Partners VI Offshore Fund, L.P., a Cayman Islands exempted limited partnership.

“GSCP Director” means a Director appointed or designated for election solely by GSCP.

“GSCP Member” has the meaning given in the introductory paragraph to this Agreement.

“Holdings IPO” has the meaning given in Section 12.10(a).

“HSR” has the meaning given in Section 12.9(a).

“IAAI” means Insurance Auto Auctions, Inc., an Illinois corporation.

“IAAI Contribution” means the contribution of the Axle Holdings Shares by Axle LLC to the Company in exchange for the Class B Units identified on Schedule A hereto on the date hereof.

“IAAI Dilutive Holders” means, as of any date of determination, those individuals set forth on Exhibit C hereto which represents the individuals that hold IAAI Dilutive Interests, and any of their respective permitted transferees.

“IAAI Dilutive Interests” means, as of any date of determination, the IAAI Rollover Options (or shares of common stock in KAR Holdings obtained upon the exercise of such IAAI

68

Rollover Options) held by the IAAI Dilutive Holders, a description of which, as of the date hereof, is set forth on Exhibit C hereto.

“IAAI Rollover Dilution Amount” means, as of any date of determination, (i) the aggregate amount of payments and/or distributions made by the Company or any of its Subsidiaries to the IAAI Dilutive Holders (whether in respect of the exercise of “put” or “call” rights pursuant to the Shareholders Agreement or otherwise) and all amounts received by the IAAI Dilutive Holders, in each case, solely in respect of their IAAI Dilutive Interests minus (ii) any amounts paid by the IAAI Dilutive Holders to or for the benefit of the Company in respect of the IAAI Dilutive Interests (i.e., in the event an IAAI Dilutive Holder exercises its Rollover Options by making payment to KAR Holdings of the exercise price applicable thereto).

“Inactive Management Member” has the meaning given in Section 7.2(b).

“Initial First Offer Acceptance Period” has the meaning given in Section 12.9(a).

“Initial Price” means the product of (i) the Investor Members’ average cost per each Investor Member Unit times (ii) the total number of Investor Member Units.

“Initial Public Offering” or “IPO” means the first underwritten public offering of the common stock of KAR Holdings (or such other entity designated by the Majority Sponsors that owns substantially all of the operations indirectly held by the Company) to the general public through a registration statement filed with the Securities and Exchange Commission that (i) is registered under the Securities Act, (ii) involves equity securities representing at least 20% of the total voting power of KAR Holdings (or such other entity) on a fully diluted basis and (iii) generates net proceeds to the sellers of at least $200 million.

“Interest” means a limited liability interest in the Company, which represents the interest of each Member in and to the profits and losses of the Company and such Member’s right to receive distributions of the Company’s assets, as set forth in this Agreement.

“Investment Multiple” has the meaning set forth in Section 7.1(b).

“Investor Member Units” means the aggregate number of Units held by the Investor Members at the time of measurement.

“Investor Members” has the meaning given in the introductory paragraph to this Agreement.

69

“Involuntary Transfer” has the meaning given in Section 12.5.

“Involuntary Transferee” has the meaning given in Section 12.5.

“IRR” has the meaning set forth in Section 7.1(b).

“KAR Holdings” means KAR Holdings, Inc., a Delaware corporation.

“Kelso” means Kelso Investment Associates VII, L.P., a Delaware limited partnership, together with KEP VI, LLC, a Delaware limited liability company.

“Kelso Director” means a Director appointed or designated for election solely by Kelso.

“Kelso Member” has the meaning given in the introductory paragraph to this Agreement.

“Lender Financial Information” has the meaning set forth in Section 10.1(b).

“Majority in Interest” means, as of any given record date or other applicable time, the holders of a majority of the outstanding Units held by Members as of such date that are entitled to vote at a meeting of Members or to consent in writing in lieu of a meeting of Members.

“Majority Sponsors” means any two of Kelso, GSCP and VAC.

“Major Investor” means Kelso, GSCP, VAC, Parthenon or Axle LLC.

“Management Member” has the meaning given in the introductory paragraph to this Agreement. A Management Member shall be deemed not to be a “manager” within the meaning of the Delaware Act (except to the extent Section 4.1(b)(i) applies).

“Material Subsidiaries” means KAR Holdings, ADESA, IAAI or any other Subsidiary of the Company which (together with its Subsidiaries) represents twenty-five percent (25%) or more of the revenues, or on a book value basis, the assets for the trailing four quarters, for the Company and its Subsidiaries taken as a whole.

“Maximum Amount” has the meaning given in Section 12.4(c).

70

“Member” has the meaning given in the introductory paragraph to this Agreement and includes (i) any Person admitted as an additional or substitute Member of the Company pursuant to this Agreement and (ii) for the avoidance of doubt, Inactive Management Members.

“Merger Agreement” means the Agreement and Plan of Merger, dated as of December 22, 2006, by and among the Company, KAR Holdings, KAR Acquisition, Inc. and ADESA.

“Net Income” and “Net Loss” mean, respectively, for any period the taxable income and taxable loss of the Company for the period as determined for U.S. federal income tax purposes; provided that for the purpose of determining Net Income and Net Loss (and for purposes of determining items of gross income, loss, deduction and expense in applying Sections 8.1 and 8.2, but not for income tax purposes): (i) there shall be taken into account any items required to be separately stated under Section 703(a) of the Code, (ii) any income of the Company that is exempt from federal income taxation and not otherwise taken into account in computing Net Income and Net Loss shall be added to such taxable income or loss; (iii) if the Book Value of any asset differs from its adjusted tax basis for federal income tax purposes, any depreciation, amortization or gain or loss resulting from a disposition of such asset shall be calculated with reference to such Book Value; (iv) upon an adjustment to the Book Value of any asset, pursuant to the definition of Book Value, the amount of the adjustment shall be included as gain or loss in computing such taxable income or loss; (v) any expenditure of the Company described in Section 705(a)(2)(B) of the Code or treated as such an expenditure pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Net Income or Net Loss pursuant to this definition, shall be subtracted from such taxable income or loss; (vi) to the extent an adjustment to the adjusted tax basis of any asset included in Company property pursuant to Section 734(b) of the Code is required pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as a result of a distribution other than in liquidation of a Member’s interest, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases the basis of the asset) from the disposition of the asset and shall be taken into account for the purposes of computing Net Income and Net Loss; and (vii) items allocated pursuant to Section 8.2 shall not be taken into account in computing Net Income or Net Loss.

“Non-Investor Member” has the meaning given in the introductory paragraph to this Agreement.

“Officers” has the meaning given in Section 4.11.

“Operating Unit” means a sub-class of Override Units, as described in Section 3.2(c).

“Original Amount” means, as it relates to any Member, the aggregate number of Common Units held by such Member on the date hereof (after giving effect to the Capital

71

Contributions made by such Member on the date hereof in connection with the closing of the transactions contemplated by the Merger Agreement and the Contribution Agreement).

“Outside Member” has the meaning given in the introductory paragraph to this Agreement.

“Override Unit Committee” means the committee constituted in accordance with Section 4.5.

“Override Units” means a class of Interest in the Company, as described in Section 3.2(c).

“Parthenon” means PCap KAR, LLC.

“Parthenon Director” means a Director appointed or designated for election solely by Parthenon.

“Parthenon Member” has the meaning given in the introductory paragraph to this Agreement.

“Person” means any individual, corporation, partnership, limited liability company, joint venture, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

“Piggyback Investor” means, (i) at any time, all of Kelso, GSCP and VAC or (ii) at anytime following the three year anniversary of an IPO, the Majority Sponsors.

“Pro Rata Share” means, with respect to any Member as of any particular date of determination, the percentage obtained by dividing the number of Common Units held by such Member by the aggregate number of Common Units issued and outstanding as of such date of determination.

“Put Rights” has the meaning given in Section 12.4(a).

“Registration Rights Agreement” means a Registration Rights Agreement, dated as of April 20, 2007, by and among the Company, KAR Holdings and the shareholders named therein.

72

“resignation for Good Reason” means a voluntary termination of a Management Member’s employment with the Company or any Subsidiary of the Company that employs such individual as a result of either of the following:

(a) without the Management Member’s prior written consent, a reduction by the Company or any such Subsidiary of his or her current salary, other than any such reduction which is part of a general salary reduction or other concessionary arrangement affecting all employees or affecting the group of employees of which the Management Member is a member (after receipt by the Company of written notice from such Management Member and a 20-day cure period); or

(b) the taking of any action by the Company or any such Subsidiary that would substantially diminish the aggregate value of the benefits provided him or her under the Company’s or such Subsidiary’s accident, disability, life insurance and any other employee benefit plans in which he or she was participating on the date of his or her execution of this Agreement, other than any such reduction which is (i) required by law, (ii) implemented in connection with a general reduction affecting all employees or affecting the group of employees of which the Management Member is a member (after receipt by the Company of written notice and a 20-day cure period), (iii) generally applicable to all beneficiaries of such plans (after receipt by the Company of written notice and a 20-day cure period) or (iv) in accordance with the terms of any such plan;

or, if such Management Member is a party to a services, severance or employment agreement with the Company or any Subsidiary, the meaning as set forth in such services or employment agreement.

“Retirement” means the termination of a Management Member’s employment (other than for Cause) on or after the date the Management Member attains age 65. Notwithstanding the foregoing, (i) with respect to any Management Member who is a party to a services or employment agreement with the Company, “Retirement” shall have the meaning, if any, specified in such Management Member’s services, severance or employment agreement and (ii) in the event a Management Member whose employment with the Company terminates due to Retirement continues to serve as a Director of, or a consultant to, the Company, such Management Member’s employment with the Company shall not be deemed to have terminated for purposes of Sections 7.2 and 12.4 until the date as of which such Management Member’s services as a Director of, or consultant to, the Company shall have also terminated, at which time the Management Member shall be deemed to have terminated employment due to Retirement.

“ROFO Refused Interests” has the meaning given in Section 12.9(a).

“Rule 144” has the meaning given in Section 5.1(b).

73

“Securities Act” means the Securities Act of 1933, as amended from time to time.

“Selling Investor Member” means any Major Investor in its capacity as an Investor Member proposing a Transfer of Interests or an Exit Event triggering the rights provided in Section 12.9(b) or (c) hereof.

“Subject Interests” has the meaning given in Section 12.9(a).

“Subsidiary” means any direct or indirect subsidiary of the Company on the date hereof and any direct or indirect subsidiary of the Company organized or acquired after the date hereof.

“Tag-Along Right” has the meaning given in Section 12.9(b).

“Tax Matters Partner” has the meaning given in Section 10.2(b).

“Termination for Cause” or “Cause” means a termination of a Management Member’s employment by the Company or any subsidiary of the Company that employs such individual (or by the Company on behalf of any such subsidiary) due to such Management Member’s (i) refusal or neglect to perform substantially his or her employment-related duties, (ii) personal dishonesty, incompetence, willful misconduct or breach of fiduciary duty, (iii) indictment for, conviction of or entering a plea of guilty or nolo contendere to a crime constituting a felony or his or her willful violation of any applicable law (other than a traffic violation or other offense or violation outside of the course of employment which in no way adversely affects the Company and its Subsidiaries or its reputation or the ability of the Management Member to perform his or her employment-related duties or to represent the Company or any Subsidiary of the Company that employs such Management Member), (iv) failure to reasonably cooperate, following a request to do so by the Company, in any internal or governmental investigation of the Company or any of its Subsidiaries or (v) material breach of any written covenant or agreement with the Company or any of its Subsidiaries not to disclose any information pertaining to the Company or such Subsidiary or not to compete or interfere with the Company or such Subsidiary; provided that, in the case of any Management Member who, as of the date of determination, is party to an effective services, severance or employment agreement with the Company or any Subsidiary, “termination for Cause” shall have the meaning, if any, specified in such agreement.

“Third Party” shall mean any Person other than the Company, any Member or any of their respective Affiliates.

“Transfer” means to directly or indirectly transfer, sell, pledge, hypothecate or otherwise dispose of.

74

“Transfer Period” has the meaning given in Section 12.9(a).

“Transferring Member” has the meaning given in Section 12.9(a).

“Treasury Regulations” means the Regulations of the Treasury Department of the United States issued pursuant to the Code.

“UBTI” means “unrelated business taxable income” within the meaning of section 512 of the Code, determined without regard to the special rules contained in section 512(a)(3) of the Code that are applicable solely to organizations described in paragraphs (7), (9), (17) and (20) of section 501(c) of the Code.

“Units” means any class of Interests provided for herein.

“VAC” means ValueAct Capital Master Fund, L.P.

“VAC Director” means a Director appointed or designated for election solely by VAC.

“VAC Member” has the meaning given in the introductory paragraph to this Agreement.

“Value Units” means a sub-class of Override Units, as described in Section 3.2(c).

[Signature Pages Follow]

75

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first above written.

KAR HOLDINGS II, LLC
By:	/s/ Thomas J. Carella
	Name: Thomas J. Carella
	Title:
KELSO INVESTMENT ASSOCIATES VII, L.P.
By:	Kelso GP VII, L.P., its General Partner
By:	Kelso GP VII, LLC, its General Partner
By:	/s/ Frank J. Loverro
	Name: Frank J. Loverro
	Title: Managing Member
KEP VI, LLC
By:	/s/ Frank J. Loverro
	Name: Frank J. Loverro
	Title: Managing Member
AXLE HOLDINGS II, LLC
By:	/s/ Sidney L. Kerley
	Name: Sidney L. Kerley
	Title:

VALUEACT CAPITAL MASTER FUND, L.P.
By:	VA Partners, LLC, its General Partner
By:	/s/ George F. Hamel, Jr.
	Name: George F. Hamel, Jr.
	Title: Managing Member
PCAP KAR LLC
By:	/s/ David Ament
	Name: David Ament
	Title: President
BLACKROCK SENIOR INCOME SERIES III, plc
By:	BlackRock Financial Management, Inc., its Investment Manager
By:	/s/ Mark J. Williams
	Name: Mark J. Williams
	Title: Authorized Signatory

GS CAPITAL PARTNERS VI PARALLEL, L.P.
By:	GS ADVISORS VI, L.L.C., its General Partner
By:	/s/ Philip Grovit
	Name: Philip Grovit
	Title: Managing Director
GS CAPITAL PARTNERS VI GMBH & CO. KG
By:	GS ADVISORS VI, L.L.C., its Managing Limited Partner
By:	/s/ Philip Grovit
	Name: Philip Grovit
	Title: Managing Director
GS CAPITAL PARTNERS VI FUND, L.P.
By:	GSCP VI ADVISORS, L.L.C., its General Partner
By:	/s/ Philip Grovit
	Name: Philip Grovit
	Title: Managing Director
GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.
By:	GSCP VI OFFSHORE ADVISORS, L.L.C. its General Partner
By:	/s/ Philip Grovit
	Name: Philip Grovit
	Title: Managing Director

CLINGEN FAMILY LIMITED PARTNERSHIP
By:	/s/ Brian Clingen
	Name: Brian Clingen
	Title:
	/s/ Brian Clingen
	BRIAN CLINGEN

SCHEDULE A

GSCP Members

Name	Date of Admission	Mailing Address	Capital Contribution		Class A Common Units
GS Capital Partners VI Fund, L.P.	April 20, 2007	c/o Goldman, Sachs & Co. 85 Broad Street New York, New York 10004 Attention: Sanjeev Mehra Facsimile No.: (212) 357-5505	$	126,033,500.00	1,260,335
GS Capital Partners VI Parallel, L.P.	April 20, 2007	c/o Goldman, Sachs & Co. 85 Broad Street New York, New York 10004 Attention: Sanjeev Mehra Facsimile No.: (212) 357-5505	$	34,657,100.00	346,571
GS Capital Partners VI GmbH & Co. KG	April 20, 2007	c/o Goldman, Sachs & Co. 85 Broad Street New York, New York 10004 Attention: Sanjeev Mehra Facsimile No.: (212) 357-5505	$	4,479,200.00	44,792
GS Capital Partners VI Offshore Fund, L.P.	April 20, 2007	c/o Goldman, Sachs & Co. 85 Broad Street New York, New York 10004 Attention: Sanjeev Mehra Facsimile No.: (212) 357-5505	$	104,830,200.00	1,048,302
Total	April 20, 2007		$	270,000,000.00	2,700,000

Kelso Members

Name	Date of Admission	Mailing Address	Capital Contribution		Class A Common Units
Kelso Investment Associates VII, L.P.	April 20, 2007	c/o Kelso & Company, L.P. 320 Park Avenue, 24th Floor New York, New York 10022 Attention: James J. Connors II Facsimile: (212) 223-2379	$	177,938,900.00	1,779,389
KEP VI, LLC	April 20, 2007	c/o Kelso & Company, L.P. 320 Park Avenue, 24th Floor New York, New York 10022 Attention: James J. Connors II Facsimile: (212) 223-2379	$	44,061,100.00	440,611
Total			$	222,000,000.00	2,220,000

AXLE LLC

Name	Date of Admission	Mailing Address	Capital Contribution	Class B Common Units
Axle Holdings II, LLC	April 20, 2007	c/o Kelso & Company, L.P. 320 Park Avenue, 24th Floor New York, New York 10022 Attention: James J. Connors II Facsimile: (212) 223-2379	Axle Holding Shares (Valued at $272,435,200)	2,724,352

VAC Member

Name	Date of Admission	Mailing Address	Capital Contribution	Class A Common Units
ValueAct Capital Master Fund, L.P.	April 20, 2007	c/o ValueAct Capital 435 Pacific Avenue, 4th Floor San Francisco, CA 94133 Attention: Allison Bennington Facsimile No.: (415) 362-5727	$159,577,732.10	1,595,777.321
			2,349,094 shares of ADESA, Inc. (Valued at $65,422,267.90)	654,222.679
Total			$225,000,000.00	2,250,000

Parthenon Members

Name	Date of Admission	Mailing Address	Capital Contribution		Class A Common Units
PCap KAR LLC	April 20, 2007	c/o Parthenon Capital 265 Franklin Street Boston, MA 02110 Attention: David Ament Facsimile: (617) 960-4010	$	60,000,000.00	600,000
Total			$	60,000,000.00	600,000

Management Member

Name	Date of Admission	Mailing Address	Capital Contribution		Class A Common Units	Operating Units	Value Units	Benchmark Amount
Brian Clingen	April 20, 2007	c/o B P Capital Management 5101 Darmstadt Rd Hillside, IL 60162 Attention: Brian Clingen Facsimile: (630) 371-3500	$	7,500,000.00	75,000	43,684.92	131,054.76	$	100
Thomas O’Brien	June 15, 2007	Two Westbrook Corporate Center, Suite 500 Westchester, IL-60154	$	20,000	200	13,732.07	41,196.22	$	100
Jim Hallett	June 15, 2007	13085 Hamilton Crossing Blvd., Carmel, IN 46032	$	1,000,000	10,000	43,684.92	131,054.76	$	100
Eric Loughmiller	June 15, 2007	13085 Hamilton Crossing Blvd., Carmel, IN 46032	$	30,000	300	12,812.00	38,436.00	$	100
John Nordin	June 15, 2007	13085 Hamilton Crossing Blvd., Carmel, IN 46032	$	50,000	500	3,637.50	10,912.50	$	100
Rebecca Polak	June 15, 2007	13085 Hamilton Crossing Blvd., Carmel, IN 46032	$	75,000	750	3,494.91	10,484.73	$	100

Outside Members

Name	Date of Admission	Mailing Address	Capital Contribution		Class A Common Units
CS Strategic Partners IV Investments, L.P.	December 30, 2008	11 Madison Avenue, 16th Floor New York, NY 10010 Attention: Peter Song Facsimile: (212) 933-7048	$	3,000,000.00	30,000
Clingen Family Limited Partnership	April 20, 2007	c/o B P Capital Management 5101 Darmstadt Rd Hillside, IL 60162 Attention: Brian Clingen Facsimile: (630)371-3500	$	2,500,000.00	25,000
Paul Lips	June 15, 2007	13085 Hamilton Crossing Blvd., Carmel, IN 46032	$	50,000	500
Warren Byrd	June 15, 2007	13085 Hamilton Crossing Blvd., Carmel, IN 46032	$	50,000	500
Ken Osborn	June 15, 2007	13085 Hamilton Crossing Blvd., Carmel, IN 46032	$	50,000	500
Tom Caruso	June 15, 2007	13085 Hamilton Crossing Blvd., Carmel, IN 46032	$	50,000	500
Dennis Jones	June 15, 2007	13085 Hamilton Crossing Blvd., Carmel, IN 46032	$	100,000	1,000
Tim DeBerry	June 15, 2007	13085 Hamilton Crossing Blvd., Carmel, IN 46032	$	65,000	650
Patrick Stevens	June 15, 2007	13085 Hamilton Crossing Blvd., Carmel, IN 46032	$	7,500	75
Michael Caggiano	June 15, 2007	13085 Hamilton Crossing Blvd., Carmel, IN 46032	$	5,000	50
Jane Morgan	June 15, 2007	13085 Hamilton Crossing Blvd., Carmel, IN 46032	$	25,000	250

Name	Date of Admission	Mailing Address	Capital Contribution		Class A Common Units
Gregg Maidment	June 15, 2007	13085 Hamilton Crossing Blvd., Carmel, IN 46032	$	375,000	3,750
Darryl Maidment	June 15, 2007	13085 Hamilton Crossing Blvd., Carmel, IN 46032	$	75,000	750
Benjamin Skuy	June 15, 2007	13085 Hamilton Crossing Blvd., Carmel, IN 46032	$	250,000	2,500
Stephane St. Hilaire	June 15, 2007	13085 Hamilton Crossing Blvd., Carmel, IN 46032	$	200,000	2,000
Sheryl Watson	June 15, 2007	13085 Hamilton Crossing Blvd., Carmel, IN 46032	$	100,000	1,000
Jason Ferreri	June 15, 2007	13085 Hamilton Crossing Blvd., Carmel, IN 46032	$	20,000	200
Tom Kontos	June 15, 2007	13085 Hamilton Crossing Blvd., Carmel, IN 46032	$	10,000	100
James Money	June 15, 2007	13085 Hamilton Crossing Blvd., Carmel, IN 46032	$	20,000	200
Craig Morris	June 15, 2007	13085 Hamilton Crossing Blvd., Carmel, IN 46032	$	25,000	250
Jeffrey Barber	June 15, 2007	13085 Hamilton Crossing Blvd., Carmel, IN 46032	$	15,000	150
Steven Kotz	June 15, 2007	13085 Hamilton Crossing Blvd., Carmel, IN 46032	$	100,000	1,000
Carol Sewell	June 15, 2007	13085 Hamilton Crossing Blvd., Carmel, IN 46032	$	20,000	200
Scott Anderson	June 15, 2007	13085 Hamilton Crossing Blvd., Carmel, IN 46032	$	25,000	250
Michelle Mallon	June 15, 2007	13085 Hamilton Crossing Blvd., Carmel, IN 46032	$	15,000	150
David Vignes	August 24, 2007	13085 Hamilton Crossing Blvd., Carmel, IN 46032	$	35,000	350
Jeffrey R. Bescher	August 24, 2007	13085 Hamilton Crossing Blvd., Carmel, IN 46032	$	10,000	100

SCHEDULE B

[*]

SCHEDULE 4.11: LIST OF OFFICERS

Brian T. Clingen	Chairman and Chief Executive Officer
James P. Hallett	President and Chief Executive Officer, ADESA Whole Car
Thomas C. O’Brien	President and Chief Executive Officer, IAAI Salvage
Eric M. Loughmiller	Executive Vice President and Chief Financial Officer and Secretary
Howard A. Matlin	Vice President and Assistant Treasurer
James J. Connors	Vice President and Assistant Secretary
Church M. Moore	Vice President
Matthew S. Edgerton	Vice President
Peter Kamin	Vice President
Sanjeev Mehra	Vice President
Thomas J. Carella	Vice President
David J. Ament	Vice President

EXHIBIT A

SPOUSAL WAIVER

[INSERT NAME] hereby waives and releases any and all equitable or legal claims and rights, actual, inchoate or contingent, which [she] [he] may acquire with respect to the disposition, voting or control of the Units subject to the Amended and Restated Limited Liability Company Agreement of KAR Holdings II, LLC, dated as of April 20, 2007, as the same may be amended, modified, supplemented or restated from time to time, except for rights in respect of the proceeds of any disposition of such Units.

Name:

CORRESP

July 2, 2009

BY HAND AND BY EDGAR

Mr. H. Christopher Owings

Assistant Director

Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 3561

100 F Street, N.E.

Washington, D.C. 20549

RE:	KAR Holdings, Inc. and the Listed Guarantor Co-Registrants
	Amendment No. 2 to Form S-1 Registration Statement and Post-Effective Amendment No. 2 to Form S-1 Registration Statement
	(File Nos. 333-158666 and 333-148847)

Dear Mr. Owings:

On behalf of KAR Holdings, Inc., a Delaware corporation (the “Company”), enclosed is a copy of Amendment No. 2 to the above-referenced Registration Statement (“Amendment No. 2”), as filed with the Securities and Exchange Commission (the “Commission”) on the date hereof.

The Company is filing Amendment No. 2 solely for the purpose of filing Exhibits 10.2 and 10.23 to the Registration Statement and revising the Exhibit Index under Item 16 thereto, in response to the comments (the “Comments”) of the staff of the Commission (the “Staff”) set forth in the Staff’s letter of June 24, 2009 (the “Comment Letter”). No changes or additions are being made to the prospectus that forms a part of the Registration Statement.

Set forth below in this letter are the Company’s responses to the Comments raised in the Comment Letter. For the convenience of the Staff, we have restated in this letter each of the Comments in the Comment Letter and numbered each of the responses to correspond with the numbers of the Comments in the Comment Letter. Capitalized terms used and not defined have the meanings given in the Registration Statement. All references to page numbers and

Securities and Exchange Commission

July 2, 2009

Page 2

captions correspond to the page numbers and captions in the preliminary prospectus included in the Registration Statement.

Item 16. Exhibits and Financial Statement Schedules, page II-17

1. We reviewed your response to comment nine in our letter dated May 21, 2009. We note your disclosure under the headings “Executive Compensation—Compensation Discussion and Analysis—KAR LLC Override Units” on page 123 that “[e]ach of [your] named executive officers, other than Mr. Phillips, are also Management Members in KAR LLC” and that “[t]hrough the issuance by KAR LLC of certain profit interest referred to as “Override Units,” [your] named executive officers are incentivized to manage from the perspective of owners with an equity stake in the Company.” Refer also to your disclosure under the heading “—Axle LLC Override Units” on page 124. Since the KAR LLC and Axle LLC operating units and value units appear to be compensatory, please file the agreements governing these units as material contracts or tell us why it is not appropriate to do so. Refer to Item 601(b)(10)(iii) of Regulation S-K.

In response to the Staff’s comment, pursuant to Item 601(b)(10)(iii) of Regulation S-K, the Company has filed the Second Amended and Restated Limited Liability Company Agreement of KAR Holdings II, LLC (the “KAR LLC Agreement”) as Exhibit 10.23. The KAR LLC Agreement supersedes the Limited Liability Company Agreement of KAR Holdings II, LLC previously filed as Exhibit 10.23 to the Registration Statement and governs the operating units and value units of KAR Holdings II, LLC. The Amended and Restated Limited Liability Company Agreement of Axle Holdings II, LLC, as amended, previously filed as Exhibits 10.24, 10.25 and 10.26 to the Registration Statement, governs the operating units and value units of Axle Holdings II, LLC.

2. We reviewed your response to comment 11 in our letter dated May 21, 2009. Please file Exhibits F-1 to F-7 of the Credit Agreement with your next amendment since they are a part of the Credit Agreement and you are required to file the entire agreement.

In response to the Staff’s comment, the Company has filed Exhibits F-1 to F-7 in the Credit Agreement listed as Exhibit 10.2.

* * * * *

Securities and Exchange Commission

July 2, 2009

Page 3

Please contact the undersigned at (317) 249-4508 should you require further information or have any questions.

Very truly yours,

/s/ Rebecca C. Polak

Rebecca C. Polak

cc: Catherine Brown, Staff Attorney

Ellie Bavaria, Special Counsel

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Gregory A. Fernicola, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

Four Times Square

New York, NY 10036