INCREMENTAL COMMITMENT AGREEMENT AND SECOND AMENDMENT Dated as of May 31, 2017

Exhibit 10.1

Execution Version

INCREMENTAL COMMITMENT AGREEMENT AND SECOND AMENDMENT
Dated as of May 31, 2017

This INCREMENTAL COMMITMENT AGREEMENT AND SECOND AMENDMENT (this “Agreement”) is entered into by and among each undersigned existing Lender and each undersigned Additional Lender, in each case with Refinancing Term Commitments in respect of the Tranche B-4 Term Loans (as defined herein) (each, a “Refinancing Tranche B-4 Term Lender” and together, the “Refinancing Tranche B-4 Term Lenders”), each undersigned existing Lender and each undersigned Additional Lender, in each case with Refinancing Term Commitments in respect of the Tranche B-5 Term Loans (as defined herein) (each, a “Refinancing Tranche B-5 Term Lender” and together, the “Refinancing Tranche B-5 Term Lenders”; the Refinancing Tranche B-4 Term Lenders together with the Refinancing Tranche B-5 Term Lenders, the “Refinancing Term Lenders”), each undersigned existing Lender and each undersigned Additional Lender, in each case with Incremental Revolving Commitments as contemplated herein (each, a “Refinancing Effective Date Revolving Lender” and together, the “Refinancing Effective Date Revolving Lenders”), KAR AUCTION SERVICES, INC., a Delaware corporation (the “Borrower”), the other Loan Parties party hereto, JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative Agent”) and an Issuing Lender, the other Revolving Lenders party hereto, and the other Lenders party hereto.

PRELIMINARY STATEMENTS

WHEREAS, reference is made to the Amended and Restated Credit Agreement dated as of March 11, 2014 (as amended by that certain Incremental Commitment Agreement and First Amendment, dated March 9, 2016, as it is further amended by this Agreement and as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the lenders and agents party thereto from time to time, the Administrative Agent, and the other parties signatory thereto.  Capitalized terms used but not otherwise defined herein are used with the meanings given in the Credit Agreement;

WHEREAS, on the terms and subject to the conditions of the Credit Agreement, pursuant to Section 4.17 thereof, the Borrower may obtain Incremental Revolving Commitments by entering into one or more Incremental Commitment Agreements with the applicable existing Lenders or Additional Lenders that agree to provide such commitments;

WHEREAS, on the terms and subject to the conditions of the Credit Agreement, pursuant to Section 4.19 thereof, the Borrower may obtain Refinancing Term Commitments by entering into one or more Refinancing Amendments with the applicable existing Lenders or Additional Lenders that agree to provide such commitments;

WHEREAS, on the terms and subject to the conditions of the Credit Agreement, the Borrower hereby requests (a)  Refinancing Term Commitments in an aggregate principal amount of up to $717,000,000 (the “Tranche B-4 Term Loan Commitments”) and (b) Refinancing Term Commitments in an aggregate principal amount of up to $1,050,000,000 (the “Tranche B-5 Term Loan Commitments”);

WHEREAS, on the Refinancing Effective Date (as defined below), the Borrower shall borrow Refinancing Term Loans in an aggregate principal amount of up to $717,000,000 from the Refinancing Tranche B-4 Term Lenders incurred as a new tranche of term loans (the “Tranche B-4 Term Loans”) under and in accordance with Section 4.19 of the Credit Agreement and each Refinancing Tranche B-4 Term Lender severally agrees to fund the amount set forth under “Tranche B-4 Term Loan Commitment” in Schedule A annexed hereto, on the terms and subject to the conditions set forth herein;

WHEREAS, on the Refinancing Effective Date, the Borrower shall borrow Refinancing Term Loans in an aggregate principal amount of up to $1,050,000,000 from the Refinancing Tranche B-5 Term Lenders incurred as a new tranche of term loans (the “Tranche B-5 Term Loans”) under and in accordance with Section 4.19 of the Credit Agreement and each Refinancing Tranche B-5 Term Lender severally agrees to fund the amount set forth under “Tranche B-5 Term Loan Commitment” in Schedule A annexed hereto, on the terms and subject to the conditions set forth herein;

WHEREAS, substantially concurrently with the Refinancing Effective Date, the Borrower intends to issue new senior unsecured notes (the “Notes”) in an amount of up to $950,000,000;

WHEREAS, the proceeds of the Tranche B-4 Term Loans, Tranche B-5 Term Loans and the Notes will be used by the Borrower on the Refinancing Effective Date to prepay in full (i) the Tranche B-2 Term Loans and Tranche B-3 Term Loans outstanding immediately before the Refinancing Effective Date (and immediately after (a) all Tranche B-4 Cashless Rollover Lenders (as defined below) exchange the principal amount of their Tranche B-2 Term Loans on a cashless basis for Tranche B-4 Terms Loans in an equal principal amount and (b) all Tranche B-5 Cashless Rollover Lenders (as defined below) exchange the principal amount of their Tranche B-3 Term Loans on a cashless basis for Tranche B-5 Term Loans in an equal principal amount) and (ii) the Revolving Loans outstanding immediately before the Refinancing Effective Date;

WHEREAS, each Lender holding Tranche B-2 Term Loans (collectively, the “Existing Tranche B-2 Term Lenders”) that on the Refinancing Effective Date executes and delivers a consent to this Agreement in the form of the “Tranche B-2 Lender Consent” annexed hereto as Annex I (a “Tranche B-2 Lender Consent”) will be deemed (i) to have agreed to the terms of this Agreement, (ii) to have agreed (as further described in the Tranche B-2 Lender Consent) to exchange an aggregate principal amount of its Tranche B-2 Term Loans for Tranche B-4 Term Loans on a cashless basis (the “Tranche B-4 Cashless Rollover Option”, and such Lenders agreeing to the Tranche B-4 Cashless Rollover Option, the “Tranche B-4 Cashless Rollover Lenders”) and (iii) upon the Refinancing Effective Date, to have exchanged (as further described in the Tranche B-2 Lender Consent) such amount of its Tranche B-2 Term Loans for Tranche B-4 Terms Loans in an equal principal amount;

WHEREAS, each Lender holding Tranche B-3 Term Loans (collectively, the “Existing Tranche B-3 Term Lenders”) that on the Refinancing Effective Date executes and delivers a consent to this Agreement in the form of the “Tranche B-3 Lender Consent” annexed hereto as Annex II (a “Tranche B-3 Lender Consent”) will be deemed (i) to have agreed to the terms of this Agreement, (ii) to have agreed (as further described in the Tranche B-3 Lender Consent) to exchange an aggregate principal amount of its Tranche B-3 Term Loans for Tranche B-5 Term Loans on a cashless basis (the “Tranche B-5 Cashless Rollover Option”, and such Lenders agreeing to the Tranche B-5 Cashless Rollover Option, the “Tranche B-5 Cashless Rollover Lenders”) and (iii) upon the Refinancing Effective Date, to have exchanged (as further described in the Tranche B-3 Lender Consent) such amount of its Tranche B-3 Term Loans for Tranche B-5 Terms Loans in an equal principal amount;

WHEREAS, on the Refinancing Effective Date, the Borrower will terminate all existing Revolving Commitments under the Revolving Facility;

WHEREAS, on the terms and subject to the conditions of the Credit Agreement, pursuant to Section 4.17 thereof, the Borrower hereby provides written notice to the Administrative Agent to request Incremental Revolving Commitments in an aggregate principal amount of up to $350,000,000;

WHEREAS, on the Refinancing Effective Date and substantially concurrently with the termination of all existing Revolving Commitments under the Revolving Facility, the Borrower shall

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obtain Incremental Revolving Commitments in an aggregate principal amount of up to $350,000,000 from the Refinancing Effective Date Revolving Lenders (the “Incremental Revolving Facility”) under and in accordance with Section 4.17 of the Credit Agreement and each Refinancing Effective Date Revolving Lender severally agrees to commit to provide its respective Incremental Revolving Commitments as set forth on Schedule C annexed hereto and from time to time to make Revolving Loans, on the terms and subject to the conditions set forth herein;

WHEREAS, each Existing Letter of Credit set forth in Schedule D annexed hereto shall be deemed to be a Letter of Credit pursuant to the Revolving Facility in effect on and after the Refinancing Effective Date;

WHEREAS, the Borrower, the other Loan Parties party hereto, the undersigned Lenders, the Administrative Agent and the Issuing Lenders have agreed to amend the Credit Agreement as provided in Section 3 hereof on the Refinancing Effective Date (the “Refinancing 2017 Amendments”); and

WHEREAS, the Borrower and the Loan Parties party hereto (each, a “Reaffirming Party” and, collectively, the “Reaffirming Parties”) expect to realize substantial direct and indirect benefits as a result of this Agreement (including the agreements set forth in Section 3 hereof becoming effective and the consummation of the transactions contemplated thereby) and desire to reaffirm their obligations pursuant to the Security Documents to which they are a party;

Now, therefore, in consideration of the premises and the agreements, other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1.                                                    Refinancing Term Facilities. (a)  Each Refinancing Tranche B-4 Term Lender severally commits to provide its respective Tranche B-4 Term Loan Commitment as set forth in Schedule A annexed hereto, and to make its Tranche B-4 Term Loans subject to the conditions set forth herein including the following terms and conditions:

(i)                                     Availability.  Subject to the occurrence of the Refinancing Effective Date, each Refinancing Tranche B-4 Term Lender severally agrees to make a Tranche B-4 Term Loan in Dollars to the Borrower on the date specified in the notice of borrowing delivered pursuant to Section 4(d) hereof, in an amount equal to such Refinancing Tranche B-4 Term Lender’s Tranche B-4 Term Loan Commitment.  Amounts of Tranche B-4 Term Loans repaid or prepaid may not be reborrowed. To the extent not previously utilized, all Tranche B-4 Term Loan Commitments shall terminate at 5:00 p.m. New York City time on the Refinancing Effective Date.

(ii)                                  Maturity Date and Amortization. All Tranche B-4 Term Loans shall mature and be payable in full on March 11, 2021 and shall have quarterly amortization as set forth in Section 2.3 of the Credit Agreement.

(b)                                 Each Refinancing Tranche B-5 Term Lender severally commits to provide its respective Tranche B-5 Term Loan Commitment as set forth in Schedule B annexed hereto, and to make its Tranche B-5 Term Loans subject to the conditions set forth herein including the following terms and conditions:

(i)                                     Availability.  Subject to the occurrence of the Refinancing Effective Date, each Refinancing Tranche B-5 Term Lender severally agrees to make a Tranche B-5 Term Loan in Dollars to the Borrower on the date specified in the notice of borrowing delivered pursuant to Section 4(d) hereof, in an amount equal to such Refinancing Tranche B-5 Term Lender’s Tranche B-5 Term Loan Commitment.  Amounts of Tranche B-5 Term Loans repaid or prepaid may not be reborrowed. To the extent not

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previously utilized, all Tranche B-5 Term Loan Commitments shall terminate at 5:00 p.m. New York City time on the Refinancing Effective Date.

(ii)                                  Maturity Date and Amortization. All Tranche B-5 Term Loans shall mature and be payable in full on March 9, 2023 and shall have quarterly amortization as set forth in Section 2.3 of the Credit Agreement.

(c)                                  By executing and delivering this Agreement, each Refinancing Term Lender shall be deemed to confirm to and agree with the other parties signatory hereto as follows: (i) such Refinancing Term Lender has full power and authority, and has taken all action necessary, to execute and deliver this Agreement, (ii) such Refinancing Term Lender confirms that it has received a copy of this Agreement, the Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and the Credit Agreement, as applicable, and that it is sophisticated with respect to decisions to make loans similar to those contemplated to be made hereunder and that it is experienced in making loans of such type; (iii) such Refinancing Term Lender agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, make its own credit decisions in taking or not taking action under this Agreement and the Credit Agreement; (iv) such Refinancing Term Lender appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent, as the case may be, by the terms hereof and thereof, together with such powers as are reasonably incidental thereto; and (v) such Refinancing Term Lender agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement and the Credit Agreement it is required to perform as a Refinancing Term Lender.

(d)                                 Status as a Lender; Status as Term Loans.  The Loan Parties and each Refinancing Term Lender acknowledge and agree that, (i) upon its execution of this Agreement and the occurrence of the Refinancing Effective Date, each Refinancing Term Lender shall become a “Lender” under, and for all purposes of, the Credit Agreement and the other Loan Documents, and shall be subject to and bound by the terms thereof, and shall perform all the obligations of and shall have all rights of a Lender thereunder, (ii) notwithstanding anything to the contrary in the Credit Agreement or any Loan Document, each Tranche B-4 Term Loan and Tranche B-5 Term Loan shall also be deemed (A) a “Term Loan” and (B) to have terms identical to a “Term Loan” and be part of the same Tranche as all Tranche B-4 Term Loans or Tranche B-5 Term Loans, as applicable, made on the Refinancing Effective Date, in each case, as the applicable context requires, under, and for all purposes of, the Credit Agreement and the other Loan Documents, with such terms and conditions applicable thereto in each case as specified in the Credit Agreement or such Loan Document, unless otherwise separately and specifically stated therefor in this Agreement, (iii) for purposes of Section 11.1 of the Credit Agreement, the Tranche B-4 Term Loans and Tranche B-5 Term Loans shall be considered collectively with all other Loans for purposes of making determinations of “Required Lenders” (or for any consent requiring the consent of affected Lenders or of all of the Lenders) and (iv) the definition “Obligations” shall be deemed to include all unpaid principal of and accrued and unpaid interest on all Tranche B-4 Term Loans and Tranche B-5 Term Loans. For the avoidance of doubt, each party hereto acknowledges and agrees that it is the intention of such party that except as otherwise separately and specifically stated therefor in this Agreement or the Credit Agreement, the terms and conditions applicable to, and the provisions in the Credit Agreement (as amended by this Agreement) and the other Loan Documents relating to, the Tranche B-4 Term Loans and Tranche B-5 Term Loans shall be identical to the terms and conditions applicable to, and the provisions in the Credit Agreement (as amended by this Agreement) and the other Loan Documents relating to, the Term Loans.

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SECTION 2.                                                    Incremental Revolving Facility. (a)                  Each Refinancing Effective Date Revolving Lender hereby severally commits to provide its respective Incremental Revolving Commitments as set forth on Schedule C annexed hereto and to make its Incremental Revolving Loans, on the terms and subject to the conditions set forth herein.

(b)                                 By executing and delivering this Agreement, each Refinancing Effective Date Revolving Lender shall be deemed to confirm to and agree with the other parties signatory hereto as follows: (i) such Refinancing Effective Date Revolving Lender has full power and authority, and has taken all action necessary, to execute and deliver this Agreement, (ii) such Refinancing Effective Date Revolving Lender confirms that it has received a copy of this Agreement, the Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and the Credit Agreement, as applicable, and that it is sophisticated with respect to decisions to make loans similar to those contemplated to be made hereunder and that it is experienced in making loans of such type; (iii) such Refinancing Effective Date Revolving Lender agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or Agent, and based on such documents and information as it shall deem appropriate at the time, make its own credit decisions in taking or not taking action under this Agreement or the Credit Agreement; (iv) such Refinancing Effective Date Revolving Lender appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent, as the case may be, by the terms hereof and thereof, together with such powers as are reasonably incidental thereto; and (v) such Refinancing Effective Date Revolving Lender agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement and the Credit Agreement it is required to perform as a Refinancing Effective Date Revolving Lender.

(c)                                  Status as a Lender; Status as Incremental Revolving Loans.  The Loan Parties and each Refinancing Effective Date Revolving Lender acknowledge and agree that, (i) upon its execution of this Agreement and the occurrence of the Refinancing Effective Date, each Refinancing Effective Date Revolving Lender shall become a “Lender” under, and for all purposes of, the Credit Agreement and the other Loan Documents, and shall be subject to and bound by the terms thereof, and shall perform all the obligations of and shall have all rights of a Lender thereunder, (ii) notwithstanding anything to the contrary in the Credit Agreement or any Loan Document, (A) any Incremental Revolving Commitment shall be incurred in the form of increases to the Revolving Commitments, (B) any Incremental Revolving Commitment shall also be deemed a Revolving Commitment under the Revolving Facility, and (C) such Incremental Revolving Commitment shall be identical to and form part of such Revolving Facility, in each case, as the applicable context requires, under, and for all purposes of, the Credit Agreement and the other Loan Documents, with such terms and conditions applicable thereto in each case as specified in the Credit Agreement or such Loan Document, unless otherwise separately and specifically stated therefor in this Agreement, (iii) for purposes of Section 11.1 of the Credit Agreement, the Incremental Revolving Loans shall be considered collectively with all other Loans for purposes of making determinations of “Required Lenders” (or for any consent requiring the consent of affected Lenders or of all of the Lenders) and shall be treated as Revolving Loans for all other purposes thereunder in accordance with the Credit Agreement and (iv) the definition “Obligations” shall be deemed to include all unpaid principal of and accrued and unpaid interest on all Incremental Revolving Loans. For the avoidance of doubt, each party hereto acknowledges and agrees that it is the intention of such party that except as otherwise separately and specifically stated therefor in this Agreement or the Credit Agreement, the terms and conditions applicable to, and the provisions in the Credit Agreement (as amended by this Agreement) and the other Loan Documents relating to, the Incremental Revolving Loans shall be identical to the terms and conditions applicable to, and the provisions in the Credit Agreement (as amended by this Agreement) and the other Loan Documents relating to, the Revolving Loans incurred under the Revolving Facility.

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SECTION 3.                            Amendments to Credit Agreement as of the Refinancing Effective Date.  (a)           Effective as of the Refinancing Effective Date, the Credit Agreement shall be amended, in accordance with the provisions of Section 4.17, Section 4.19 and Section 11.1 thereof, in the form of the Amended and Restated Credit Agreement set forth in Exhibit A hereto: (i) by deleting each term thereof which is reflected in strike-through font and (ii) by inserting each term thereof which is reflected in double underlined font, in each case in the place where such term appears therein.

(b)                                 Effective as of the Refinancing Effective Date, Schedule A, Schedule B,  Schedule C, Schedule D, Schedule E and Schedule F hereto shall be deemed Schedules to the Credit Agreement.

SECTION 4.                                                    Conditions to the Refinancing Effective Date.  This Agreement shall become a binding agreement of the parties hereto and the agreements set forth herein and the amendments set forth in Section 3 shall each become effective on the date of the satisfaction (or waiver) of the following conditions (the date such conditions are satisfied or waived, the “Refinancing Effective Date”):

(a)                                 This Agreement shall have been duly executed by the Borrower, each other Loan Party, the Administrative Agent, the Issuing Lenders, each Refinancing Tranche B-4 Term Lender, each Refinancing Tranche B-5 Term Lender and each Refinancing Effective Date Revolving Lender, and delivered to the Administrative Agent.

(b)                                 The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower certifying that at the time of and immediately after the Refinancing Effective Date, the incurrence of the Incremental Revolving Commitments and the making of the Tranche B-4 Term Loans and the Tranche B-5 Term Loans on the Refinancing Effective Date, no Default or Event of Default shall have occurred and be continuing.

(c)                                  The representations and warranties set forth in each Loan Document (including those set forth in Section 6 of this Agreement) shall be true and correct in all material respects (other than where a representation or warranty is already qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the Refinancing Effective Date with the same effect as though made on and as of such date except, to the extent such representations and warranties refer to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (or true and correct in all respects where a representation or warranty is already qualified by materiality) as of such earlier date.

(d)                                 The Administrative Agent shall have received a notice of borrowing from the Borrower with respect to the Tranche B-4 Term Loans and the Tranche B-5 Term Loans prior to 1:00 pm New York City time, one Business Day prior to the anticipated Refinancing Effective Date, setting forth the information required pursuant to Section 2.2 of the Credit Agreement.

(e)                                  The Administrative Agent shall have received, on behalf of itself, the Refinancing Tranche B-4 Term Lenders,  the Refinancing Tranche B-5 Term Lenders and the Refinancing Effective Date Revolving Lenders, satisfactory written opinions of (i) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, counsel for the Loan Parties and (ii) local counsel in such jurisdictions reasonably requested by the Administrative Agent, in each case (x) dated the Refinancing Effective Date, (y) addressed to the Administrative Agent, the Refinancing Tranche B-4 Term Lenders, the Refinancing Tranche B-5 Term Lenders, the Refinancing Effective Date Revolving Lenders, and in each case, each of their permitted assigns and (z) otherwise in form and substance reasonably acceptable to the Administrative Agent.

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(f)                                   The Borrower shall compensate the Administrative Agent in immediately available funds for (i) all accrued costs, fees and expenses (including reasonable fees, expenses and other charges of counsel) of the Administrative Agent and (ii) all other compensation required to be paid on the Refinancing Effective Date to the Administrative Agent and its Affiliates, in each case, as required by the Credit Agreement and to the extent invoiced at least one (1) Business Day prior to the Refinancing Effective Date.

(g)                                  The Administrative Agent shall have received a certificate from the chief financial officer of the Borrower substantially in the form of Exhibit I to the Credit Agreement certifying that the Loan Parties on a consolidated basis, immediately after the consummation of the transactions to occur on the Refinancing Effective Date, are Solvent.

(h)                                 The Administrative Agent shall have received with respect to each Loan Party organized in a jurisdiction with respect to which opinions are required to be delivered pursuant to Section 4(e): (i) Organizational Documents certified to be true and complete as of a recent date (provided that, the certified Organizational Documents last delivered to the Administrative Agent on February 17, 2016, March 9, 2016 or January 11, 2017, as applicable, shall be deemed satisfactory to the Administrative Agent) by the appropriate Governmental Authority of the state or jurisdiction of its incorporation or organization, where applicable, and certified by a secretary or assistant secretary of such Loan Party to be true and complete as of the Refinancing Effective Date or a certification that such Organizational Documents have not changed from the certified Organizational Documents last delivered to the Administrative Agent on February 17, 2016, March 9, 2016 or January 11, 2017, as applicable, and that such Organizational Documents remain in full force and effect; (ii) resolutions or other action duly adopted by the board of directors (or other governing body) of such Loan Party authorizing and approving the transactions contemplated by this Agreement and the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party; (iii) incumbency certificates and/or other certificates of Responsible Officers as the Administrative Agent may reasonably require providing evidence as to the identity, authority and capacity of each such Responsible Officer thereof authorized to act in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; and (iv) such certificates of good standing or the equivalent from such Loan Party’s jurisdiction of organization or formation, as applicable, relating to the existence of each Loan Party, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.

(i)                                     After giving pro forma effect to any incurrence or discharge of Indebtedness on the Refinancing Effective Date and all related transactions as if completed on the first day of the twelve month period ending on the most recent Test Date, the Borrower would have been in compliance with Section 8.1 of the Credit Agreement on the Test Date (assuming compliance with Section 8.1 of the Credit Agreement, as originally in effect or amended in accordance with the date hereof, was required on the Test Date), and the Administrative Agent shall have received a certificate from a Responsible Officer of the Borrower on or prior to the Refinancing Effective Date certifying the foregoing.

(j)                                    Subject to Section 5, 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 of the Credit Agreement or discharged on or prior to the Refinancing Effective Date pursuant to documentation reasonably satisfactory to the Administrative Agent.

(k)                                 The Administrative Agent shall have received updated flood certifications with respect to each Mortgaged Property and evidence of flood insurance with respect to each Mortgaged Property located in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards in a community that participates in the National Flood Insurance Program, in

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each case in compliance with any applicable regulations of the Board, in form and substance reasonably satisfactory to the Administrative Agent.

(l)                                     Subject to Section 5, for each Mortgaged Property for which Mortgages are existing prior to the Refinancing Effective Date, the Borrower shall deliver or cause to be delivered to Administrative Agent either:

(i)                                     (1) written confirmation (which confirmation may be provided in the form of an electronic mail acknowledgment in form and substance reasonably satisfactory to the Administrative Agent) from local counsel in the jurisdiction in which the Mortgaged Property is located substantially to the effect that: (x) the recording of the existing Mortgages is the only filing or recording necessary to give constructive notice to third parties of the Lien created by such Mortgages as security for the Loans, including the Loans evidenced by the Credit Agreement, as amended pursuant to this Agreement, for the benefit of the Secured Parties; and (y) no other documents, instruments, filings, recordings, re-recordings, re-filings or other actions, including, without limitation, the payment of any mortgage recording taxes or similar taxes, are necessary or appropriate under applicable law in order to maintain the continued enforceability, validity or priority of the Lien created by such Mortgages as security for the Loans, including the Loans evidenced by the Credit Agreement, as amended pursuant to this Agreement, for the benefit of the Secured Parties; and (2) an updated title search report (in form and substance reasonably satisfactory to the Administrative Agent) for the Mortgaged Property applicable to such Mortgages; or

(ii)                                  (1) a Modification; (2) an endorsement to the existing title insurance policy, date down(s) or other evidence reasonably satisfactory to the Administrative Agent insuring that the priority of the Lien of such Mortgages as security for the Loans has not changed and confirming and/or insuring that since the issuance of the existing title insurance policy there has been no change in the condition of title and there are no intervening liens or encumbrances that may then or thereafter take priority over the Lien of such Mortgages (other than Permitted Encumbrances), a copy of all recorded documents referred to, or listed as exceptions to title in, the title policies and a copy of all other material documents affecting the Mortgaged Properties; (3) such owner’s title affidavits as may be reasonably required by the title insurer with respect to such Mortgages, including therein any so-called “no change” survey affidavit; (4) any other documents or items reasonably necessary to maintain the continuing priority of the Lien of such Mortgages as security for the Loans or required in connection with the recording of such Modifications and issuance of such endorsements, including evidence reasonably satisfactory to Administrative Agent that all premiums in respect of each such endorsement, all charges for mortgage recording tax, and all related expenses, if any, have been paid; and (5) an opinion of counsel (which counsel shall be reasonably satisfactory to Administrative Agent) in each state in which a Mortgaged Property has a value, in the reasonable opinion of the Borrower, equal to or in excess of $9,000,000 (and shall cover any other Mortgaged Property located in such same state even if the value is less than $9,000,000), with respect to the enforceability of the Modifications recorded in such state and the underlying Mortgage for such Modification, together with such other matters as Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to Administrative Agent.

(m)                             [Reserved].

(n)                                 [Reserved].

(o)                                 The Borrower shall have provided the documentation and other information to the Administrative Agent, the Refinancing Tranche B-4 Term Lenders,  the Refinancing Tranche B-5 Term Lenders and the Refinancing Effective Date Revolving Lenders that are required by regulatory

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authorities under the applicable “know-your-customer” rules and regulations and anti-money laundering rules and regulations, including the Patriot Act and that have been reasonably requested by the Refinancing Tranche B-4 Term Lenders,  the Refinancing Tranche B-5 Lenders and the Refinancing Effective Date Revolving Lenders prior to the Refinancing Effective Date.

(p)                                 JPMorgan Chase Bank, N.A. (the “Lead Arranger”) (or its designated Affiliate) and each other Arranger referred to in the engagement and commitment letter dated as of May 26, 2017, between the Borrower, the Lead Arranger and the Bookrunners, shall have received all compensation required to be paid to it on or prior to the Refinancing Effective Date (including such fees set forth in separate fee letters, between each such Arranger and the Borrower, dated May 26, 2017).

(q)                                 The Notes shall have been issued or shall be issued substantially concurrently with the occurrence of the Refinancing Effective Date.

(r)                                    Substantially concurrently with the occurrence of the Refinancing Effective Date, (i) the Tranche B-2 Term Loans, Tranche B-3 Term Loans and the Revolving Loans outstanding immediately prior to the Refinancing Effective Date (and immediately after (x) all Tranche B-4 Cashless Rollover Lenders exchange the principal amount of their Tranche B-2 Term Loans on a cashless basis for Tranche B-4 Terms Loans in an equal principal amount and (y) all Tranche B-5 Cashless Rollover Lenders exchange the principal amount of their Tranche B-3 Term Loans on a cashless basis for Tranche B-5 Term Loans in an equal principal amount) shall be prepaid in full, (ii) the Revolving Commitments immediately prior to the Incremental Effective Date shall be terminated and (iii) the Incremental Revolving Commitments hereunder shall become effective.

SECTION 5.                                                    Post-Effective Date Conditions.  To the extent the requirements of Section 4(j) or Section 4(l) have not been satisfied on or prior to the Refinancing Effective Date after the use of the Borrower’s commercially reasonable efforts to do so, the Borrower shall deliver, or cause to be delivered, to the Administrative Agent within ninety (90) days after the Refinancing Effective Date (or such longer period as the Administrative Agent may agree in its sole discretion), the documents specified in Section 4(j) or Section 4(l).

SECTION 6.                                                    Representations and Warranties.  The Borrower represents and warrants that:

(a)                                 Authority.  The Borrower and the other Loan Parties have the requisite power and authority to execute, deliver and perform its obligations under this Agreement and the Credit Agreement (as amended hereby), as applicable.  Each Loan Party has the requisite power and authority to execute, deliver and perform its obligations under the Loan Documents, as amended hereby.  The execution, delivery and performance by the Borrower and the other Loan Parties of this Agreement, and the performance by each Loan Party of each Loan Document (as amended hereby) to which it is a party have been duly approved by all necessary organizational action of such Loan Party.

(b)                                 Enforceability.  This Agreement has been duly executed and delivered by the Borrower and each other Loan Party.  When the conditions to effectiveness in Section 4 of this Agreement have been satisfied, each of this Agreement and each Loan Document (as amended hereby) is 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 in proceedings in equity or at law).

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(c)                                  Representations and Warranties.  The representations and warranties made by any Loan Party in or pursuant to the Loan Documents are true and correct in all material respects (other than where a representation or warranty is already qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date hereof as if made on and as of such date, except to the extent that such representations and warranties refer to an earlier date (in which case they are true and correct in all material respects (or true and correct in all respects where a representation or warranty is already qualified by materiality) as of such earlier date) and each Loan Party hereby represents and warrants that this Agreement does not contain any material non-public information.

(d)                                 No Default.  No Default or Event of Default shall have occurred and be continuing on the date hereof or after giving effect to this Agreement.

(e)                                  Use of Proceeds.  The Borrower shall use the proceeds of the Tranche B-4 Term Loans and Tranche B-5 Term Loans pursuant to the terms of Section 7 of this Agreement.

SECTION 7.                                                    Use of Proceeds.  The proceeds of the Tranche B-4 Term Loans shall be used to prepay all Tranche B-2 Term Loans existing prior to the Refinancing Effective Date (and immediately after all Tranche B-4 Cashless Rollover Lenders exchange the principal amount of their Tranche B-2 Term Loans on a cashless basis for Tranche B-4 Terms Loans in an equal principal amount) and the proceeds of the Tranche B-5 Term Loans shall be used to prepay all Tranche B-3 Term Loans existing prior to the Refinancing Effective Date (and immediately after all Tranche B-5 Cashless Rollover Lenders exchange the principal amount of their Tranche B-3 Term Loans on a cashless basis for Tranche B-5 Term Loans in an equal principal amount) and any amounts that remain unutilized after the consummation of the Refinancing Effective Date Transactions may be used by the Borrower and its Subsidiaries after the Refinancing Effective Date for ongoing working capital needs and general corporate purposes.

SECTION 8.                                                    Reference to and Effect on the Loan Documents.

(a)                                 On and after the Refinancing Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement and each reference in the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as amended hereby.

(b)                                 The Credit Agreement, as amended hereby, and the other Loan Documents are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.  Without limiting the generality of the foregoing, the Security Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations under and as defined in the Credit Agreement, as amended hereby.

(c)                                  The execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of any Lender or Agent under any of the Loan Documents or constitute a waiver or amendment of any provision of any of the Loan Documents.

(d)                                 The Borrower and the other parties hereto acknowledge and agree that, on and after the Refinancing Effective Date, this Agreement and each of the other Loan Documents to be executed and delivered by a Loan Party shall constitute a Loan Document for all purposes of the Credit Agreement (as amended hereby).

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(e)                                  The provisions of Sections 11.12 and 11.16 of the Credit Agreement shall apply with like effect to this Agreement.

SECTION 9.                                                    Reaffirmation and Grant of Security Interest.  The Loan Parties hereby (i) confirm and agree that the Amended and Restated Guarantee and Collateral Agreement, the other Security Documents and all of the Collateral described in the foregoing do, and shall continue to, secure the payment and performance of all of the Obligations (as defined in the Amended and Restated Guarantee and Collateral Agreement), (ii) grant the Administrative Agent, for the benefit of the Secured Parties, a security interest in such Loan Party’s right, title and interest in the Collateral (as defined in the Amended and Restated Guarantee and Collateral Agreement) to secure such Loan Party’s Obligations (as defined in the Amended and Restated Guarantee and Collateral Agreement), (iii) reaffirm the security interest granted by each Loan Party to the Administrative Agent and the Secured Parties prior to the date hereof and reaffirm the guaranties made pursuant to the Amended and Restated Guarantee and Collateral Agreement and (iv) acknowledge and agree that the grants of security interests by, and the guaranties of, the Loan Parties contained in the Amended and Restated Guarantee and Collateral Agreement are, and shall remain, in full force and effect after giving effect to this Agreement.

SECTION 10.                                             Financing Statements.  Each Loan Party 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” or words of similar import and may (but need not) add thereto “whether now owned or hereafter acquired.” Each Loan Party 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.

SECTION 11.                                             Counterparts.  This Agreement (including all consents and authorizations relating hereto) may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.  Delivery of an executed counterpart of a signature page to this Agreement (or any consent or authorization relating hereto) by electronic transmission or facsimile shall be effective and enforceable as delivery of a manually executed counterpart thereof.  The Administrative Agent will not have any responsibility for determining whether (and makes no representation as to whether) any such counterpart has been duly authorized, executed or delivered or is enforceable against any party hereto.

SECTION 12.                                             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.

SECTION 13.                                             FATCA.  For purposes of determining withholding Taxes imposed under FATCA, the Borrower and the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) the Tranche B-4 Term Loans and the Tranche B-5 Term Loans as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i) or 1.1471-2T(b)(2)(i).

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[signature pages follow]

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

KAR -  INCREMENTAL COMMITMENT AGREEMENT AND SECOND AMENDMENT

KAR -  INCREMENTAL COMMITMENT AGREEMENT AND SECOND AMENDMENT

KAR -  INCREMENTAL COMMITMENT AGREEMENT AND SECOND AMENDMENT

KAR -  INCREMENTAL COMMITMENT AGREEMENT AND SECOND AMENDMENT

KAR -  INCREMENTAL COMMITMENT AGREEMENT AND SECOND AMENDMENT

KAR -  INCREMENTAL COMMITMENT AGREEMENT AND SECOND AMENDMENT

KAR -  INCREMENTAL COMMITMENT AGREEMENT AND SECOND AMENDMENT

KAR -  INCREMENTAL COMMITMENT AGREEMENT AND SECOND AMENDMENT

KAR -  INCREMENTAL COMMITMENT AGREEMENT AND SECOND AMENDMENT

KAR -  INCREMENTAL COMMITMENT AGREEMENT AND SECOND AMENDMENT

KAR -  INCREMENTAL COMMITMENT AGREEMENT AND SECOND AMENDMENT

KAR -  INCREMENTAL COMMITMENT AGREEMENT AND SECOND AMENDMENT

KAR -  INCREMENTAL COMMITMENT AGREEMENT AND SECOND AMENDMENT

KAR -  INCREMENTAL COMMITMENT AGREEMENT AND SECOND AMENDMENT

KAR -  INCREMENTAL COMMITMENT AGREEMENT AND SECOND AMENDMENT

KAR -  INCREMENTAL COMMITMENT AGREEMENT AND SECOND AMENDMENT

KAR -  INCREMENTAL COMMITMENT AGREEMENT AND SECOND AMENDMENT

KAR -  INCREMENTAL COMMITMENT AGREEMENT AND SECOND AMENDMENT

KAR -  INCREMENTAL COMMITMENT AGREEMENT AND SECOND AMENDMENT

KAR -  INCREMENTAL COMMITMENT AGREEMENT AND SECOND AMENDMENT

KAR -  INCREMENTAL COMMITMENT AGREEMENT AND SECOND AMENDMENT

KAR -  INCREMENTAL COMMITMENT AGREEMENT AND SECOND AMENDMENT

KAR -  INCREMENTAL COMMITMENT AGREEMENT AND SECOND AMENDMENT

KAR -  INCREMENTAL COMMITMENT AGREEMENT AND SECOND AMENDMENT

KAR -  INCREMENTAL COMMITMENT AGREEMENT AND SECOND AMENDMENT

KAR -  INCREMENTAL COMMITMENT AGREEMENT AND SECOND AMENDMENT

KAR -  INCREMENTAL COMMITMENT AGREEMENT AND SECOND AMENDMENT

KAR -  INCREMENTAL COMMITMENT AGREEMENT AND SECOND AMENDMENT

ANNEX I

TRANCHE B-2 LENDER CONSENT TO SECOND AMENDMENT AGREEMENT

TRANCHE B-2 LENDER CONSENT (this “Lender Consent”) to the Incremental Commitment Agreement and Second Amendment (the “Second Amendment Agreement”), by and among KAR AUCTION SERVICES, INC., a Delaware corporation (the “Borrower”), the other Loan Parties party thereto, JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative Agent”) and an Issuing Lender, and the other Lenders party thereto, which amends the Amended and Restated Credit Agreement, dated as of March 11, 2014 (as amended by that certain Incremental Commitment Agreement and First Amendment, dated as of March 9, 2016, as it is further amended by the Second Amendment Agreement and as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the lenders and agents party thereto from time to time, the Administrative Agent, and the other parties signatory thereto.  All capitalized terms used but not defined herein shall have the meaning ascribed thereto in the Credit Agreement or the Second Amendment Agreement, as applicable.

The undersigned Existing Tranche B-2 Term Lender hereby irrevocably and unconditionally approves of and consents to the Second Amendment Agreement and consents to the exchange (on a cashless basis) of 100% of the outstanding principal amount of the Tranche B-2 Term Loans held by such Lender (or such lesser amount allocated to such Lender by the Administrative Agent) with a Tranche B-4 Term Loan in a like principal amount.

ANNEX II

TRANCHE B-3 LENDER CONSENT TO SECOND AMENDMENT AGREEMENT

TRANCHE B-3 LENDER CONSENT (this “Lender Consent”) to the Incremental Commitment Agreement and Second Amendment (the “Second Amendment Agreement”), by and among KAR AUCTION SERVICES, INC., a Delaware corporation (the “Borrower”), the other Loan Parties party thereto, JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative Agent”) and an Issuing Lender, and the other Lenders party thereto, which amends the Amended and Restated Credit Agreement, dated as of March 11, 2014 (as amended by that certain Incremental Commitment Agreement and First Amendment, dated as of March 9, 2016, as it is further amended by the Second Amendment Agreement and as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the lenders and agents party thereto from time to time, the Administrative Agent, and the other parties signatory thereto.  All capitalized terms used but not defined herein shall have the meaning ascribed thereto in the Credit Agreement or the Second Amendment Agreement, as applicable.

The undersigned Existing Tranche B-3 Term Lender hereby irrevocably and unconditionally approves of and consents to the Second Amendment Agreement and consents to the exchange (on a cashless basis) of 100% of the outstanding principal amount of the Tranche B-3 Term Loans held by such Lender (or such lesser amount allocated to such Lender by the Administrative Agent) with a Tranche B-5 Term Loan in a like principal amount.

SCHEDULE A

TO INCREMENTAL COMMITMENT AGREEMENT AND SECOND AMENDMENT

Tranche B-4 Term Loan Allocation

[On file with Administrative Agent and Borrower]

SCHEDULE B

TO INCREMENTAL COMMITMENT AGREEMENT AND SECOND AMENDMENT

Tranche B-5 Term Loan Allocation

[On file with Administrative Agent and Borrower]

SCHEDULE C

TO INCREMENTAL COMMITMENT AGREEMENT AND SECOND AMENDMENT

Revolving Commitment Allocation

SCHEDULE D

TO INCREMENTAL COMMITMENT AGREEMENT AND SECOND AMENDMENT

Existing Letters of Credit

SCHEDULE E

TO INCREMENTAL COMMITMENT AGREEMENT AND SECOND AMENDMENT

L/C Commitments