Exchange and Registration Rights Agreement



 Exhibit 4.7 
 KAR HOLDINGS, INC. 
 Floating Rate Senior Notes due 2014

 8 3/4% Senior Notes due 2014 
 10% Senior Subordinated Notes
due 2015 
 unconditionally guaranteed as to the 
 payment of principal, premium, 
 if any, and interest by the Guarantors 
  

 Exchange and Registration
Rights Agreement 
 April 20, 2007 
 Goldman, Sachs & Co. 
 Bear, Stearns & Co. Inc. 
 UBS Securities LLC 
 Deutsche Bank Securities Inc. 
 As representatives of the several Purchasers 
 named in Schedule I to the Purchase Agreement 
 c/o Goldman, Sachs & Co. 
 85 Broad Street 
 New York, New York 10004 
 Ladies and Gentlemen: 
 KAR Holdings, Inc., a Delaware
corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $150,000,000 in aggregate principal amount of the Company’s
Floating Rate Senior Notes due 2014 (the “Floating Rate Senior Rate Notes”), $450,000,000 in aggregate principal amount of the Company’s 8 3/4% Senior Notes due 2014 (the “Fixed Rate Senior Notes”) and $425,000,000 in aggregate principal amount of the Company’s 10% Senior Subordinated Notes due
2015 (the “Senior Subordinated Notes” and, together with the Floating Rate Senior Rate Notes and the Fixed Rate Senior Notes, the “Notes”) issued on the date hereof, which are unconditionally guaranteed by
Guarantors (as defined below). As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company and the Guarantors agree with the Purchasers for
the benefit of holders (as defined herein) from time to time of the Transfer Restricted Securities (as defined herein) as follows: 
 1. Certain Definitions. For purposes of this Exchange and Registration Rights Agreement (this “Agreement”), the following terms shall have the following respective meanings: 
 “Affiliate Investor” means any Permitted Holder (as defined in the Indentures) that owns any Securities or Exchange
Securities to the extent that such person is included in a Market Making Shelf Registration in accordance with Section 2(c) hereof. 
  

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 “Base Interest” shall mean the interest that would otherwise accrue on
the Securities under the terms thereof and the Indenture, without giving effect to the provisions of this Agreement. 
 The
term “broker-dealer” shall mean any broker or dealer registered with the Commission under the Exchange Act. 
 “Business Day” shall have the meaning set forth in Rule 13e-4(a)(3) promulgated by the Commission under the Exchange Act, as the same may be amended or succeeded from time to time. 
 “Closing Date” shall mean the date on which the Securities are initially issued. 
 “Commission” shall mean the United States Securities and Exchange Commission, or any other federal agency at the time
administering the Exchange Act or the Securities Act, whichever is the relevant statute for the particular purpose. 
 “EDGAR System” means the EDGAR filing system of the Commission and the rules and regulations pertaining thereto promulgated by the Commission in Regulation S-T under the Securities Act and the Exchange Act, in each case as
the same may be amended or succeeded from time to time (and without regard to format). 
 “Effective Time”,
in the case of (i) an Exchange Registration, shall mean the time and date as of which the Commission declares the Exchange Offer Registration Statement effective or as of which the Exchange Offer Registration Statement otherwise becomes
effective, (ii) a Shelf Registration, shall mean the time and date as of which the Commission declares the Shelf Registration Statement effective or as of which the Shelf Registration Statement otherwise becomes effective and (iii) a
Market Making Shelf Registration, shall mean the time and date as of which the Commission declares the Market Making Shelf Registration Statement effective or as of which the Market Making Shelf Registration Statement otherwise becomes effective.

 “Electing Holder” shall mean any holder of Transfer Restricted Securities that has returned a properly
completed and signed Notice and Questionnaire to the Company in accordance with Section 3(d)(ii) or Section 3(d)(iii) and the instructions set forth in the Notice and Questionnaire. 
 “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by
the Commission thereunder, as the same may be amended or succeeded from time to time. 
 “Exchange Offer”
shall have the meaning assigned thereto in Section 2(a). 
 “Exchange Registration” shall have the
meaning assigned thereto in Section 3(c). 
 “Exchange Offer Registration Statement” shall have the
meaning assigned thereto in Section 2(a). 
  

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 “Exchange Securities” shall have the meaning assigned thereto in
Section 2(a). 
 “Guarantors” shall have the meaning assigned thereto in the Indentures. 
 The term “holder” shall mean each of the Purchasers and other persons who acquire Transfer Restricted Securities from
time to time (including any successors or assigns), in each case for so long as such person owns any Transfer Restricted Securities. 
 “Indentures” shall mean the Indentures, Floating Rate Senior Note Indenture, Fixed Rate Senior Note Indenture and Senior Subordinated Note Indenture, dated as of April 20, 2007, between the Company, the
Guarantors and Wells Fargo Bank, National Association, as trustee, as the same may be amended from time to time. 
 Market
Making Shelf Registration” shall have the meaning assigned thereto in Section 2(c). 
 “Market Making Shelf
Registration Statement” shall have the meaning assigned thereto in Section 2(c). 
 “Material Adverse
Effect” shall have the meaning set forth in Section 5(c). 
 “Notice and Questionnaire” means a
Notice of Registration Statement and Selling Securityholder Questionnaire substantially in the form of Exhibit A hereto. 
 The term “person” shall mean a corporation, limited liability company, association, partnership, organization, business, individual, government or political subdivision thereof or governmental agency. 
 “Purchase Agreement” shall mean the Purchase Agreement, dated as of April 13, 2007, among the Purchasers, the
Guarantors, and the Company relating to the Securities. 
 “Purchasers” shall mean the Purchasers named in
Schedule I to the Purchase Agreement. 
 “Registration Default” shall have the meaning assigned thereto in
Section 2(d). 
 “Registration Default Period” shall have the meaning assigned thereto in
Section 2(d). 
 “Registration Expenses” shall have the meaning assigned thereto in Section 4.

 “Resale Period” shall have the meaning assigned thereto in Section 2(a). 
 “Restricted Holder” shall mean (i) a holder that is an affiliate of the Company within the meaning of Rule 405,
(ii) a holder who acquires Exchange Securities outside the ordinary course of such holder’s business, (iii) a holder who has arrangements or understandings with any person to participate in the Exchange Offer for the purpose of
distributing Exchange Securities and (iv) a holder that is a broker-dealer, but only with respect to Exchange Securities received by such broker-dealer pursuant to an Exchange Offer in exchange for Transfer Restricted Securities acquired by the
broker-dealer directly from the Company. 
  

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 “Rule 144”, “Rule 405”, “Rule 415”,
“Rule 424”, “Rule 430B” and “Rule 433” shall mean, in each case, such rule promulgated by the Commission under the Securities Act (or any successor provision), as the same may be amended or
succeeded from time to time. 
 “Secondary Offer Registration Statement” shall mean (i) the Shelf
Registration Statement required to be filed by the Company pursuant to Section 2(b) and/or (ii) the Market Making Shelf Registration Statement required to be filed by the Company pursuant to Section 2(c), in each case, as applicable.
As used herein, references to a Secondary Offer Registration Statement in the singular shall, if applicable, be deemed to be in the plural. 
 “Securities” shall mean, collectively, the Floating Rate Senior Notes, the Fixed Rate Senior Notes and the Senior Subordinated Notes to be issued and sold to the Purchasers, and securities issued in
exchange therefor or in lieu thereof pursuant to the Indentures. Each Note is entitled to the benefit of the guarantee provided by the Guarantors in each of the Indentures (the “Guarantees”) and, unless the context otherwise
requires, any reference herein to a “Security”, an “Exchange Security” or a “Registrable Security” shall include a reference to the related Guarantees. 
 “Securities Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated by the
Commission thereunder, as the same may be amended or succeeded from time to time. 
 “Shelf Registration”
shall have the meaning assigned thereto in Section 2(b). 
 “Shelf Registration Statement” shall have
the meaning assigned thereto in Section 2(b). 
 “Special Interest” shall have the meaning assigned
thereto in Section 2(d). 
 “Suspension Period” shall have the meaning assigned thereto in
Section 2(b). 
 “Transfer Restricted Securities” shall mean each Security until the earliest to occur
of (1) the date on which such Security has been exchanged by a person other than a broker-dealer for an Exchange Security in the Exchange Offer, (2) following the exchange by a broker-dealer in the Exchange Offer of a Security for an
Exchange Security, the date on which such Exchange Security is sold to a purchaser who receives from such broker-dealer on or prior to the date of such sale a copy of the prospectus contained in the Exchange Offer Registration Statement,
(3) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with a Shelf Registration Statement or (4) the date on which such Note may be distributed to the public pursuant to
Rule 144 under the Securities Act. 
 “Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as
amended, and the rules and regulations promulgated by the Commission thereunder, as the same may be amended or succeeded from time to time. 
 “Trustee” shall mean Wells Fargo Bank, National Association, as trustee under the Indentures, together with any successors thereto in such capacity. 
 Unless the context otherwise requires, any reference herein to a “Section” or “clause” refers to a Section or clause,
as the case may be, of this Agreement, and the words “herein”, “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Section or other subdivision.

  

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 2. Registration Under the Securities Act. 
 (a) Except as set forth in Section 2(b) below, the Company agrees to use
commercially reasonable efforts to file under the Securities Act, one or more registration statements relating to an offer to exchange (such registration statements, together, the “Exchange Offer Registration Statement”, and such
offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Guarantors, which debt securities and guarantees are substantially
identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the applicable Indenture or is the applicable Indenture and which has been qualified
under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for certain transfer restrictions, registration rights and the additional
interest contemplated in Section 2(a) below (such new debt securities hereinafter called “Exchange Securities”). The Company agrees to use all commercially reasonable efforts to cause the Exchange Offer Registration Statement
to declared effective by the Commission. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. Unless the Exchange Offer
would not be permitted by applicable law or Commission policy, the Company further agrees to use all commercially reasonable efforts to (i) commence the Exchange Offer, (ii) hold the Exchange Offer open for at least 20 Business Days in
accordance with Regulation 14E promulgated by the Commission under the Exchange Act and (iii) exchange Exchange Securities for all Transfer Restricted Securities that have been properly tendered and not withdrawn promptly following the
expiration of the Exchange Offer. The Exchange Offer shall be deemed to have been “completed” if the debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer for Transfer Restricted
Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of
America. The Exchange Offer shall be deemed to have been completed upon the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Transfer Restricted Securities that have been properly tendered and not withdrawn
before the expiration of the Exchange Offer, which shall be on a date that is at least 20 Business Days following the commencement of the Exchange Offer. The Company agrees (x) to include in the Exchange Offer Registration Statement a
prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (y) to keep such Exchange Offer Registration Statement effective for a period (the “Resale Period”) beginning when Exchange
Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 90th day after the Exchange Offer has been completed
or such time as such broker-dealers no longer own any Transfer Restricted Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in
Sections 6(a) and 6(f). 
 (b) If (i) on or prior to the time the Exchange Offer is completed, existing law or
Commission interpretations are changed such that the debt securities or the related guarantees received by holders other than Restricted Holders in the Exchange Offer for Transfer Restricted Securities are not or would not be, upon receipt,
transferable by each such holder without restriction under the Securities Act, (ii) the Company and the Guarantors are not required to file the Exchange Offer Registration Statement, (iii) any holder of Transfer 

  

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Restricted Securities notifies the Company prior to the 20th
Business Day following the completion of the Exchange Offer that: (A) it is prohibited by law or Commission policy from participating in the Exchange Offer, (B) it may not resell the Exchange Securities to the public without delivering a
prospectus and the prospectus supplement contained in the Exchange Offer Registration Statement is not appropriate or available for such resales or (C) it is a broker-dealer and owns Securities acquired directly from the Company or an affiliate
of the Company, then the Company and the Guarantors shall, in lieu of (or, in the case of clause (iv), in addition to) conducting the Exchange Offer contemplated by Section 2(a), file under the Securities Act one or more “shelf”
registration statements providing for the registration of, and the sale on a continuous or delayed basis by the holders of, all of the Transfer Restricted Securities, pursuant to Rule 415 or any similar rule that may be adopted by the
Commission (such filing, the “Shelf Registration” and such registration statement, the “Shelf Registration Statement”). The Company agrees to use all commercially reasonable efforts to cause the Shelf Registration
Statement to become or be declared effective; provided, that if at any time the Company is or becomes a “well-known seasoned issuer” (as defined in Rule 405) and is eligible to file an “automatic shelf registration
statement” (as defined in Rule 405), then the Company and the Guarantors shall use all commercially reasonable efforts to file the Exchange Offer Registration Statement in the form of an automatic shelf registration statement as provided
in Rule 405. The Company agrees to use all commercially reasonable efforts to keep such Shelf Registration Statement continuously effective for a period ending on the earlier of the second anniversary of the Effective Time or such time as there
are no longer any Transfer Restricted Securities outstanding. No holder shall be entitled to be named as a selling securityholder in the Shelf Registration Statement or to use the prospectus forming a part thereof for resales of Transfer Restricted
Securities unless such holder is an Electing Holder. The Company agrees, after the Effective Time of the Shelf Registration Statement and promptly upon the request of any holder of Transfer Restricted Securities that is not then an Electing Holder,
to use all commercially reasonable efforts to enable such holder to use the prospectus forming a part thereof for resales of Transfer Restricted Securities, including, without limitation, any action necessary to identify such holder as a selling
securityholder in the Shelf Registration Statement (whether by post-effective amendment thereto or by filing a prospectus pursuant to Rules 430B and 424(b) under the Securities Act identifying such holder); provided, however, that nothing in
this Clause (y) shall relieve any such holder of the obligation to return a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(d)(iii). Notwithstanding anything to the contrary in this
Section 2(b), upon notice to the Electing Holders, the Company may suspend the use or the effectiveness of such Shelf Registration Statement, or extend the time period in which it is required to file the Shelf Registration Statement, for up to
60 days in the aggregate in any 12-month period (a “Suspension Period”) if the Board of Directors of the Company determines that there is a valid business purpose for suspension of the Shelf Registration Statement; provided
that the Company shall promptly notify the Electing Holders when the Shelf Registration Statement may once again be used or is effective. 
 (c) The Company shall use all commercially reasonable efforts to file under the Securities Act, prior to or on the date that the Exchange Offer Registration Statement (or in lieu thereof, the Shelf Registration
Statement) becomes or is declared effective, a “shelf” registration statement (which may be the Exchange Offer Registration Statement or the Shelf Registration Statement if permitted by the rules and regulations of the Commission) pursuant
to Rule 415 under the Securities Act or any similar rule that may be adopted by the Commission providing for the registration of, and the sale on a continuous or delayed basis 

  

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in secondary transactions by Goldman, Sachs & Co. of, Securities (in the event of a Shelf Registration) or Exchange Securities (in the event of an
Exchange Offer) (such filing, the “Market Making Shelf Registration”, and such registration statement, the “Market Making Shelf Registration Statement”). The Company agrees to use all commercially
reasonable efforts to cause the Market Making Shelf Registration Statement to become or be declared effective on or prior to (i) the date the Exchange Offer is completed pursuant to Section 2(a) above or (ii) the date the Shelf
Registration becomes or is declared effective pursuant to Section 2(b) above, and to keep such Market Making Shelf Registration Statement continuously effective for so long as Goldman, Sachs & Co. may be required to deliver a
prospectus in connection with transactions in the Securities or the Exchange Securities, as the case may be. In the event that Goldman, Sachs & Co. holds Securities at the time an Exchange Offer is to be conducted under Section 2(a)
above, the Company agrees that the Market Making Shelf Registration shall provide for the resale by Goldman, Sachs & Co. of such Securities and shall use its commercially reasonable efforts to keep the Market Making Shelf Registration
Statement continuously effective until such time as Goldman, Sachs & Co. determines in its reasonable judgment that it is no longer required to deliver a prospectus in connection with the sale of such Securities. 
 Notwithstanding anything to the contrary in this Section 2(c), upon at least 10 Business Days prior written notice to Goldman,
Sachs & Co., the Company may elect to cause the Market Making Shelf Registration Statement to provide for the registration of, and the sale on a continuous or delayed basis in secondary transactions by any Affiliate Investor of Securities
(in the event of a shelf registration) or Exchange Securities (in the event of an Exchange Offer) regardless of whether such Affiliate Investor otherwise would qualify as an Electing Holder eligible to participate in a Shelf Registration Statement
in accordance with Section 2(b) hereof; provided however, if Goldman, Sachs & Co. requests in writing at any time that the Company exclude any or all Affiliate Investors from the Market Making Shelf Registration Statement, then
the Company shall either omit such Affiliate Investors from inclusion in the Market Making Shelf Registration Statement or promptly amend the Market Making Shelf Registration Statement to exclude them from the Market Making Shelf Registration
Statement. The inclusion of any Affiliate Investor in the Market Making Shelf Registration Statement shall not affect the rights of Goldman, Sachs & Co. to make any determinations otherwise provided exclusively to Goldman, Sachs &
Co. in this Agreement. 
 Notwithstanding the foregoing, the Company may suspend the offering and sale under the Market Making
Shelf Registration Statement for a Suspension Period if the Board of Directors of the Company determines that such registration would require (i) disclosure of an event at such time as could reasonably be expected to have a material adverse
effect on the business operations or prospects of the Company or (ii) disclosure of material information relating to a corporate development; provided that the Company shall promptly notify Goldman, Sachs & Co. when the Market
Making Shelf Registration Statement may once again be used or is effective. 
 (d) In the event that (i) the Company and
the Guarantors have not consummated the Exchange Offer within 360 days after the date hereof, or (ii) the Company is required to file a Shelf Registration Statement and such Shelf Registration Statement has not been declared effective on or
prior to the later of 360 days after the date hereof or 150 days after such obligation arises or (iii) any Exchange Offer Registration Statement or Shelf Registration Statement required by Section 2(a) or Section 2(b) is filed and
declared effective but shall thereafter either be withdrawn by the Company or shall become subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of 

  

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such registration statement (except as specifically permitted herein, including, with respect to any Shelf Registration Statement, during any applicable
Suspension Period) without being succeeded immediately by an additional registration statement filed and declared effective (each such event referred to in clauses (i) through (iii), a “Registration Default” and each period
during which a Registration Default has occurred and is continuing, a “Registration Default Period”), then, as liquidated damages for such Registration Default, subject to the provisions of Section 9(b), special interest
(“Special Interest”), in addition to the Base Interest, shall accrue at a per annum rate of $.05 per week per $1,000 principal amount of Transfer Restricted Securities, for the first 90 days of the Registration Default Period. The
amount of Special Interest will increase by an additional $.05 per week per $1,000 principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum
amount of Special Interest for all Registration Defaults of $.50 per week per $1,000 principal amount of Transfer Restricted Securities. Special Interest shall accrue and be payable only with respect to a single Registration Default at any given
time, notwithstanding the fact that multiple Registration Defaults may exist at such time. The accrual of Special Interest shall be the exclusive monetary remedy available to the holders of Transfer Restricted Securities for any Registration
Default. 
 (e) The Company and each of the Guarantors shall use all commercially reasonable efforts to take all
actions necessary or advisable to be taken by them to ensure that the transactions contemplated herein are effected as so contemplated, including all actions necessary or desirable to register the Guarantees under the registration statement
contemplated in Section 2(a), Section 2(b) or 2(c), as applicable. 
 (f) Any reference herein to a registration
statement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time and any reference herein to any post-effective amendment to a registration statement as of any time
shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time. 
 3.
Registration Procedures. 
 If the Company and the Guarantors file a registration statement pursuant to Section 2(a),
Section 2(b) or Section 2(c), the following provisions shall apply: 
 (a) At or before the Effective Time of the
Exchange Registration, the Shelf Registration or Market Making Shelf Registration as the case may be, the Company shall qualify the Indentures under the Trust Indenture Act. 
 (b) In the event that such qualification would require the appointment of new trustees under the Indentures, the Company shall appoint new
trustees thereunder pursuant to the applicable provisions of the Indentures. 
 (c) In connection with the Company’s and
the Guarantors’ obligations with respect to the registration of Exchange Securities as contemplated by Section 2(a) (the “Exchange Registration”), if applicable, the Company and the Guarantors shall: 
 (i) use all commercially reasonable efforts to prepare and file with the Commission an Exchange Offer Registration Statement on any form
which may be utilized by the Company and the Guarantors and which shall permit the Exchange Offer and resales of Exchange Securities by broker-dealers during the Resale Period to be effected as contemplated by Section 2(a); 
  

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 (ii) use all commercially reasonable efforts to promptly prepare and file with the
Commission such amendments and supplements to such Exchange Offer Registration Statement and the prospectus included therein as may be necessary to effect and maintain the effectiveness of such Exchange Offer Registration Statement for the periods
and purposes contemplated in Section 2(a) and as may be required by the applicable rules and regulations of the Commission and the instructions applicable to the form of such Exchange Offer Registration Statement, and promptly provide each
broker-dealer holding Exchange Securities with such number of copies of the prospectus included therein (as then amended or supplemented), in conformity in all material respects with the requirements of the Securities Act and the Trust Indenture
Act, as such broker-dealer reasonably may request prior to the expiration of the Resale Period, for use in connection with resales of Exchange Securities; 
 (iii) promptly notify each broker-dealer that has requested or received copies of the prospectus included in such Exchange Offer Registration Statement, and confirm such advice in writing, (A) when such Exchange
Offer Registration Statement or any post-effective amendment has become effective, (B) of any comments by the Commission and by the blue sky or securities commissioner or regulator of any state with respect thereto or any request by the
Commission for amendments or supplements to such Exchange Offer Registration Statement or prospectus or for additional information, (C) of the issuance by the Commission of any stop order suspending the effectiveness of such Exchange Offer
Registration Statement or the initiation or threatening of any proceedings for that purpose, (D) if at any time the representations and warranties of the Company contemplated by Section 5 cease to be true and correct in all material
respects, (E) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Exchange Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose,
(F) the occurrence of any event that causes the Company to become an “ineligible issuer” as defined in Rule 405, or (G) if at any time during the Resale Period when a prospectus is required to be delivered under the
Securities Act, that such Exchange Offer Registration Statement, prospectus, prospectus amendment or supplement or post-effective amendment does not conform in all material respects to the applicable requirements of the Securities Act and the Trust
Indenture Act and the rules and regulations of the Commission thereunder or contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading
in light of the circumstances then existing; 
 (iv) in the event that the Company and the Guarantors would be required,
pursuant to Section 3(c)(iii)(G), to notify any broker-dealers holding Exchange Securities (except as otherwise permitted during any Suspension Period), use all commercially reasonable efforts to promptly prepare and furnish to each such holder
a reasonable number of copies of a prospectus supplemented or amended so that, as thereafter delivered to purchasers of such Exchange Securities during the Resale Period, such prospectus shall conform in all material respects to the applicable
requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder and shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in light of the circumstances then existing; 
  

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 (v) use all commercially reasonable efforts to obtain the withdrawal of any order
suspending the effectiveness of such Exchange Offer Registration Statement or any post-effective amendment thereto at the earliest practicable date; 
 (vi) use all commercially reasonable efforts to (A) register or qualify the Exchange Securities under the securities laws or blue sky laws of such jurisdictions as are contemplated by Section 2(a) no later
than the commencement of the Exchange Offer, to the extent required by such laws, (B) keep such registrations or qualifications in effect and comply with such laws so as to permit the continuance of offers, sales and dealings therein in such
jurisdictions until the expiration of the Resale Period, (C) take any and all other actions as may be reasonably necessary or advisable to enable each broker-dealer holding Exchange Securities to consummate the disposition thereof in such
jurisdictions and (D) obtain the consent or approval of each governmental agency or authority, whether federal, state or local, which may be required to effect the Exchange Registration, the Exchange Offer and the offering and sale of Exchange
Securities by broker-dealers during the Resale Period; provided, however, that neither the Company nor the Guarantors shall be required for any such purpose to (1) qualify as a foreign corporation in any jurisdiction wherein it would not
otherwise be required to qualify but for the requirements of this Section 3(c)(vi), (2) consent to general service of process in any such jurisdiction or become subject to taxation in any such jurisdiction or (3) make any changes to
its certificate of incorporation or by-laws or other governing documents or any agreement between it and its stockholders; 
 (vii) provide a CUSIP number for all Exchange Securities, not later than the applicable Effective Time; and 
 (viii)
comply with all applicable rules and regulations of the Commission, and make generally available to its securityholders no later than eighteen months after the Effective Time of such Exchange Offer Registration Statement, an earnings statement of
the Company and its subsidiaries complying with Section 11(a) of the Securities Act (including, at the option of the Company, Rule 158 thereunder). 
 (d) In connection with the Company’s and the Guarantors’ obligations with respect to any Secondary Offer Registration Statement,
if applicable, the Company and the Guarantors shall use all commercially reasonable efforts to cause the applicable Secondary Offer Registration Statement to permit the disposition of Transfer Restricted Securities by the holders thereof, in the
case of the Shelf Registration, and of Securities or Exchange Securities by Goldman, Sachs & Co. and any Affiliate Investor, in the case of a Market Making Shelf Registration (in each case, subject to any applicable Suspension Period), in
accordance with the intended method or methods of disposition thereof provided for in the applicable Secondary Offer Registration Statement. In connection therewith, the Company shall: 
 (i) (A) use all commercially reasonable efforts to prepare and file with the Commission, within the time periods specified in
Section 2(b) and Section 2(c) hereof, as applicable, a Secondary Offer Registration Statement on any form which may be utilized by the Company and the Guarantors, which shall (x) register all of 

  

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the Transfer Restricted Securities, in the case of a Shelf Registration, and the Securities and Exchange Securities, in the case of a Market Making Shelf
Registration, for resale by the holders thereof in accordance with such method or methods of disposition as may be specified by the holders of the Transfer Restricted Securities as, from time to time, may be Electing Holders, in the case of a Shelf
Registration, or Goldman, Sachs & Co. and any Affiliate Investor, in the case of a Market Making Shelf Registration and (y) be, in the case of a Market Making Shelf Registration, in the form approved by Goldman, Sachs & Co.,
and (B) use all commercially reasonable efforts to cause each such Secondary Offer Registration Statement to become effective within the time periods specified in Section 2(b) and Section 2(c) hereof, as applicable; 
 (ii) mail the Notice and Questionnaire to the holders of Transfer Restricted Securities (A) not less than 30 days prior to the
anticipated Effective Time of the Shelf Registration Statement or (B) in the case of an “automatic shelf registration statement” (as defined in Rule 405), mail the Notice and Questionnaire to the holders of Transfer Restricted
Securities not later than the Effective Time of such Shelf Registration Statement, and in any such case no holder shall be entitled to be named as a selling securityholder in the Shelf Registration Statement, and no holder shall be entitled to use
the prospectus forming a part thereof for resales of Transfer Restricted Securities at any time, unless and until such holder has returned a properly completed and signed Notice and Questionnaire to the Company; in the case of any Affiliate Investor
that desires to participate in any Market Making Shelf Registration, such Affiliate Investor shall have returned a properly completed and signed Questionnaire to the Company prior to the time that the Company notifies Goldman, Sachs & Co.
of its intention to include such Affiliate Investor in the Market Making Shelf Registration, and the responses by the Affiliate Investor in such Questionnaire shall be reasonably satisfactory to each of the Company and Goldman, Sachs & Co.;

 (iii) after the Effective Time of the Shelf Registration Statement, upon the request of any holder of Transfer Restricted
Securities that is not then an Electing Holder, promptly send a Notice and Questionnaire to such holder; provided that the Company shall not be required to take any action to name such holder as a selling securityholder in the Shelf
Registration Statement or to enable such holder to use the prospectus forming a part thereof for resales of Transfer Restricted Securities until such holder has returned a properly completed and signed Notice and Questionnaire to the Company;

 (iv) as soon as practicable (A) prepare and file with the Commission such amendments and supplements to the Secondary
Offer Registration Statement and the prospectus included therein as may be necessary to effect and maintain the effectiveness of such Secondary Offer Registration Statement for the period specified in Section 2(b) and Section 2(c) hereof,
as applicable, and as may be required by the applicable rules and regulations of the Commission and the instructions applicable to the form of such Secondary Offer Registration Statement and, in the case of an amendment to or supplement of the
Market Making Shelf Registration Statement, each in a form approved by Goldman, Sachs & Co. and (B) furnish to the Electing Holders, in the case of a Shelf Registration, and Goldman, Sachs & Co. and any Affiliate Investor, in
the case of a Market Making Shelf Registration, copies of any such supplement or amendment simultaneously with or prior to its being used or filed with the Commission to the extent such documents are not publicly available on the Commission’s
EDGAR System; 
  

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 (v) comply with the provisions of the Securities Act with respect to the disposition of
all of the Transfer Restricted Securities, Securities or Exchange Securities, as applicable, covered by such Secondary Offer Registration Statement in accordance with the intended methods of disposition provided for therein by the Electing Holders,
in the case of a Shelf Registration, or Goldman, Sachs & Co. and any Affiliate Investor, in the case of a Market Making Shelf Registration; 
 (vi) provide (A) with respect to a Shelf Registration, the Electing Holders and not more than one counsel for all the Electing Holders; and (B) with respect to a Market Making Shelf Registration, Goldman,
Sachs & Co. and its counsel and any Affiliate Investor, the opportunity to participate in the preparation of such Secondary Offer Registration Statement, each prospectus included therein or filed with the Commission and each amendment or
supplement thereto; 
 (vii) for a reasonable period prior to the filing of such Secondary Offer Registration Statement, and
throughout the period specified in Section 2(b) or Section 2(c) hereof, as applicable, make available at reasonable times at the Company’s principal place of business or such other reasonable place for inspection by the persons
referred to in Section 3(d)(vi) who shall certify to the Company that they have a current intention to sell the Transfer Restricted Securities pursuant to the Shelf Registration, or the Securities or Exchange Securities pursuant to the Market
Making Shelf Registration, as applicable, such financial and other information and books and records of the Company, and cause the officers, employees, counsel and independent certified public accountants of the Company to respond to such inquiries,
as shall be reasonably necessary (and in the case of counsel, not violate an attorney-client privilege, in such counsel’s reasonable belief), in the judgment of the respective counsel referred to in Section 3(d)(vi), to conduct a
reasonable investigation within the meaning of Section 11 of the Securities Act; provided, however, that the foregoing inspection and information gathering on behalf of the Electing Holders shall be conducted by one counsel designated by
the holders of at least a majority in aggregate principal amount of the Transfer Restricted Securities held by the Electing Holders at the time outstanding and provided further that each such party shall be required to maintain in confidence
and not to disclose to any other person any information or records reasonably designated by the Company as being confidential, until such time as (A) such information becomes a matter of public record (whether by virtue of its inclusion in such
Secondary Offer Registration Statement or otherwise), or (B) such person shall be required so to disclose such information pursuant to a subpoena or order of any court or other governmental agency or body having jurisdiction over the matter
(subject to the requirements of such order, and only after such person shall have given the Company prompt prior written notice of such requirement), or (C) such information is required to be set forth in such Secondary Offer Registration
Statement or the prospectus included therein or in an amendment to such Secondary Offer Registration Statement or an amendment or supplement to such prospectus in order that such Secondary Offer Registration Statement, prospectus, amendment or
supplement, as the case may be, complies with applicable requirements of the federal securities laws and the rules and regulations of the Commission and does not contain an untrue statement of a material fact or omit to state therein a material fact
required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; 
  

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 (viii) promptly notify each of the Electing Holders, Goldman, Sachs & Co. or
each of the Affiliate Investors, as applicable, and confirm such advice in writing, (A) when such Secondary Offer Registration Statement or any post-effective amendment has become effective, (B) of any comments by the Commission and by the
blue sky or securities commissioner or regulator of any state with respect thereto which are relevant to the Electing Holders, Goldman, Sachs & Co. or an Affiliate Investor, as applicable, or any request by the Commission for amendments or
supplements to such Secondary Offer Registration Statement or prospectus or for additional information, (C) of the issuance by the Commission of any stop order suspending the effectiveness of such Secondary Offer Registration Statement or the
initiation or threatening of any proceedings for that purpose, (D) if at any time the representations and warranties of the Company set forth in Section 5 cease to be true and correct in all material respects, (E) of the receipt by
the Company of any notification with respect to the suspension of the qualification of the Transfer Restricted Securities or the Securities or Exchange Securities, as applicable, for sale in any jurisdiction or the initiation or threatening of any
proceeding for such purpose, (F) the occurrence of any event that causes the Company to become an “ineligible issuer” as defined in Rule 405, or (G) if at any time when a prospectus is required to be delivered under the
Securities Act, that such Secondary Offer Registration Statement, prospectus, prospectus amendment or supplement or post-effective amendment does not conform in all material respects to the applicable requirements of the Securities Act and the Trust
Indenture Act and the rules and regulations of the Commission thereunder or contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading
in light of the circumstances then existing; 
 (ix) use all commercially reasonable efforts to obtain the withdrawal of any
order suspending the effectiveness of such Secondary Offer Registration Statement or any post-effective amendment thereto at the earliest practicable date; 
 (x) if requested by any Electing Holder, Goldman, Sachs & Co. or any Affiliate Investor, promptly incorporate in a prospectus supplement or post-effective amendment such information as is required by the
applicable rules and regulations of the Commission and as such Electing Holder, Goldman, Sachs & Co. or such Affiliate Investor specifies should be included therein relating to the terms of the sale of such Transfer Restricted Securities or
the Securities or Exchange Securities, as applicable, including information with respect to the principal amount of Transfer Restricted Securities or the Securities or Exchange Securities, as applicable, being sold by such Electing Holder, Goldman,
Sachs & Co. or any Affiliate Investor, the name and description of such Electing Holder, Goldman, Sachs & Co. or any Affiliate Investor, the offering price of such Transfer Restricted Securities, Securities or Exchange Securities,
as applicable, and any discount, commission or other compensation payable in respect thereof and with respect to any other terms of the offering of the Transfer Restricted Securities, Securities or Exchange Securities, as applicable, to be sold by
such Electing Holder, Goldman, Sachs & Co. or any Affiliate Investor; and make all required filings of such prospectus supplement or post-effective amendment promptly after notification of the matters to be incorporated in such prospectus
supplement or post-effective amendment; 
  

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 (xi) furnish to Goldman, Sachs & Co., or each Electing Holder and the respective
counsel referred to in Section 3(d)(vi) an executed copy (or, in the case of an Electing Holder or Affiliate Investor, a conformed copy) of such Secondary Offer Registration Statement, each such amendment and supplement thereto (in each case
including all exhibits thereto (in the case of an Electing Holder of Transfer Restricted Securities, upon request) and documents incorporated by reference therein) and such number of copies of such Secondary Offer Registration Statement (excluding
exhibits thereto and documents incorporated by reference therein unless specifically so requested by Goldman, Sachs & Co., such Electing Holder or Affiliate Investor) and of the prospectus included in such Secondary Offer Registration
Statement (including each preliminary prospectus and any summary prospectus), in conformity in all material respects with the applicable requirements of the Securities Act and the Trust Indenture Act to the extent such documents are not available
through the Commission’s EDGAR System, and such other documents, as Goldman, Sachs & Co., such Electing Holder or Affiliate Investor may reasonably request in order to facilitate the offering and disposition of the Transfer Restricted
Securities owned by such Electing Holder, the Securities or Exchange Securities owned by Goldman, Sachs & Co. or such Affiliate Investor, and the Transfer Restricted Securities, Securities or Exchange Securities, as applicable, and to
permit such Electing Holder and Affiliate Investor to satisfy the prospectus delivery requirements of the Securities Act; and subject to Section 3(e), the Company hereby consents to the use of such prospectus (including such preliminary and
summary prospectus) and any amendment or supplement thereto by Goldman, Sachs & Co., each such Electing Holder and Affiliate Investor (in each case subject to any applicable Suspension Period), in each case in the form most recently
provided to such person by the Company, in connection with the offering and sale of the Transfer Restricted Securities, Securities or Exchange Securities covered by the prospectus (including such preliminary and summary prospectus) or any supplement
or amendment thereto; 
 (xii) use all commercially reasonable efforts to (A) register or qualify the Transfer Restricted
Securities, Securities or Exchange Securities, as applicable, to be included in such Secondary Offer Registration Statement under such securities laws or blue sky laws of such jurisdictions as any Electing Holder, Goldman, Sachs & Co. or
Affiliate Investor shall reasonably request, (B) keep such registrations or qualifications in effect and comply with such laws so as to permit the continuance of offers, sales and dealings therein in such jurisdictions during the period the
Shelf Registration is required to remain effective under Section 2(b) or the period the Market Making Shelf Registration is required to remain effective under Section 2(c), as applicable, and for so long as may be necessary to enable
Goldman, Sachs & Co., any such Electing Holder or Affiliate Investor to complete its distribution of Transfer Restricted Securities, Securities or Exchange Securities, as applicable, pursuant to such Secondary Offer Registration Statement,
(C) take any and all other actions as may be reasonably necessary or advisable to enable each such Electing Holder, Affiliate Investor and Goldman, Sachs & Co., as applicable, to consummate the disposition in such jurisdictions of such
Transfer Restricted Securities, Securities or Exchange Securities, as applicable, and (D) obtain the consent or approval of each governmental agency or authority, whether federal, state or local, which may be required to effect such Secondary
Offer Registration Statement or the offering or sale in connection therewith or to enable the selling holder or holders to offer, or to 

  

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consummate the disposition of, their Transfer Restricted Securities, Securities or Exchange Securities, as applicable; provided, however, that neither
the Company nor the Guarantors shall be required for any such purpose to (1) qualify as a foreign corporation in any jurisdiction wherein it would not otherwise be required to qualify but for the requirements of this Section 3(d)(xii),
(2) consent to general service of process in any such jurisdiction or become subject to taxation in any such jurisdiction or (3) make any changes to its certificate of incorporation or by-laws or other governing documents or any agreement
between it and its stockholders; 
 (xiii) unless any Transfer Restricted Securities shall be in book-entry only form,
cooperate with the Electing Holders or Goldman, Sachs & Co. to facilitate the timely preparation and delivery of certificates representing Transfer Restricted Securities, Securities or Exchange Securities, as applicable, to be sold, which
certificates, if so required by any securities exchange upon which any Transfer Restricted Securities, Securities or Exchange Securities, as applicable, are listed, shall be printed, penned, lithographed, engraved or otherwise produced by any
combination of such methods, on steel engraved borders, and which certificates shall not bear any restrictive legends; 
 (xiv) provide a CUSIP number for all Transfer Restricted Securities, Securities or Exchange Securities, as applicable, not later than the applicable Effective Time; 
 (xv) notify in writing each holder of Transfer Restricted Securities and Goldman, Sachs & Co. of any proposal by the Company to
amend or waive any provision of this Agreement pursuant to Section 9(h) and of any amendment or waiver effected pursuant thereto, each of which notices shall contain the text of the amendment or waiver proposed or effected, as the case may be;

 (xvi) comply with all applicable rules and regulations of the Commission, and make generally available to its
securityholders no later than eighteen months after the Effective Time of such Secondary Offer Registration Statement an earnings statement of the Company and its subsidiaries complying with Section 11(a) of the Securities Act (including, at
the option of the Company, Rule 158 thereunder); and 
 (xvii) for so long as Goldman, Sachs & Co. may be
required to deliver a prospectus in connection with the offer and sale of Securities or Exchange Securities in secondary transactions and if not otherwise available on EDGAR, to furnish to Goldman, Sachs & Co. copies of all reports or other
communications (financial or other) furnished to stockholders of the Company, and deliver to Goldman, Sachs & Co. (i) as soon as they are available, copies of any reports and financial statements furnished to or filed with the
Commission or any national securities exchange or interdealer automated quotation system on which the Securities or Exchange Securities or any other securities of the Company are listed or quoted and (ii) such additional information concerning
the business and financial condition of the Company and its subsidiaries as Goldman, Sachs & Co. may from time to time reasonably request. 
 (e) In the event that the Company would be required, pursuant to Section 3(d)(viii)(G), to notify the Electing Holders, Goldman, Sachs & Co. or Affiliate Investors, the Company shall promptly prepare and
furnish to each of the Electing Holders, Goldman, Sachs & Co. and Affiliate Investors a reasonable number of copies of a prospectus supplemented or 

  

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amended so that, as thereafter delivered to purchasers of Transfer Restricted Securities, Securities or Exchange Securities, as applicable, such prospectus
shall conform in all material respects to the applicable requirements of the Securities Act and the Trust Indenture Act and shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in light of the circumstances then existing. Each Electing Holder, Goldman, Sachs & Co. and Affiliate Investor agrees that upon receipt of any notice from the Company pursuant to
Section 3(d)(viii)(G), such Electing Holder, Goldman, Sachs & Co. and Affiliate Investor shall forthwith discontinue the disposition of Transfer Restricted Securities, Securities or Exchange Securities, as applicable, pursuant to the
Secondary Offer Registration Statement applicable to such Transfer Restricted Securities, Securities or Exchange Securities, as applicable, until such Electing Holder, Goldman, Sachs & Co. or Affiliate Investor shall have received copies of
such amended or supplemented prospectus, and if so directed by the Company, such Electing Holder, Goldman, Sachs & Co. or Affiliate Investor shall deliver to the Company (at the Company’s expense) all copies, other than permanent file
copies, then in such Electing Holder’s, Goldman, Sachs & Co.’s or Affiliate Investor’s possession of the prospectus covering such Transfer Restricted Securities, Securities or Exchange Securities, as applicable, at the time
of receipt of such notice. 
 (f) In the event of a Shelf Registration, in addition to the information required to be provided
by each Electing Holder in its Notice and Questionnaire as to which any Shelf Registration pursuant to Section 2(b) is being effected or to be provided by Goldman, Sachs & Co. and each Affiliate Investor in connection with the Market
Making Shelf Registration pursuant to Section 2(c), the Company may require such Electing Holder, Goldman, Sachs & Co. or an Affiliate Investor, as applicable, to furnish to the Company such additional information regarding such
Electing Holder, Goldman, Sachs & Co. or Affiliate Investor, and such Electing Holder’s, Goldman, Sachs & Co.’s or Affiliate Investor’s, intended method of distribution of Transfer Restricted Securities, Securities
or Exchange Securities, as applicable, as may be required in order to comply with the Securities Act. Each such Electing Holder, Goldman, Sachs & Co. and Affiliate Investor agrees to notify the Company as promptly as practicable of any
inaccuracy or change in information previously furnished by such Electing Holder, Goldman, Sachs & Co. or Affiliate Investor, to the Company or of the occurrence of any event in either case as a result of which any prospectus relating to
such Shelf Registration or Market Making Shelf Registration, as applicable, contains or would contain an untrue statement of a material fact regarding such Electing Holder, Goldman, Sachs & Co. or Affiliate Investor, or such Electing
Holder’s, Goldman, Sachs & Co.’s or Affiliate Investor’s intended method of disposition of such Transfer Restricted Securities or omits to state any material fact regarding such Electing Holder Goldman, Sachs & Co.
or an Affiliate Investor, or such Electing Holder’s intended method of disposition of such Transfer Restricted Securities, Securities or Exchange Securities, as applicable, required to be stated therein or necessary to make the statements
therein not misleading in light of the circumstances then existing, and promptly to furnish to the Company any additional information required to correct and update any previously furnished information or required so that such prospectus shall not
contain, with respect to such Electing Holder, Goldman, Sachs & Co. or Affiliate Investor, or the disposition of such Transfer Restricted Securities, Securities or Exchange Securities, as applicable, an untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing. 
  

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 (g) Until the expiration of two years after the Closing Date, the Company will not, and
will not permit any of its “affiliates” (as defined in Rule 144) to, resell any of the Securities that have been reacquired by any of them except pursuant to an effective registration statement, or a valid exemption from the
registration requirements, under the Securities Act. 
 (h) As a condition to its participation in the Exchange Offer, each
holder of Transfer Restricted Securities shall furnish, upon the request of the Company, a written representation to the Company (which may be contained in the letter of transmittal or “agent’s message” transmitted via The Depository
Trust Company’s Automated Tender Offer Procedures, in either case contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an “affiliate” of the Company, as defined in Rule 405 of the
Securities Act, or if it is such an “affiliate”, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable, (B) it is not engaged in and does not intend to engage in, and
has no arrangement or understanding with any person to participate in, a distribution of the Exchange Securities to be issued in the Exchange Offer, (C) it is acquiring the Exchange Securities in its ordinary course of business, (D) if it
is a broker-dealer that holds Securities that were acquired for its own account as a result of market-making activities or other trading activities (other than Securities acquired directly from the Company or any of its affiliates), it will deliver
a prospectus meeting the requirements of the Securities Act in connection with any resales of the Exchange Securities received by it in the Exchange Offer, (E) if it is a broker-dealer, that it did not purchase the Securities to be exchanged in
the Exchange Offer from the Company or any of its affiliates, and (F) it is not acting on behalf of any person who could not truthfully and completely make the representations contained in the foregoing subclauses (A) through (E).

 4. Registration Expenses. 
 The Company agrees to bear and to pay or cause to be paid promptly all expenses incident to the Company’s performance of or compliance with this Agreement, including (a) all Commission and any NASD registration, filing and review
fees and expenses including reasonable fees and disbursements of counsel for the Eligible Holders, Goldman, Sachs & Co. and Affiliate Investors in connection with such registration, filing and review, (b) all fees and expenses in
connection with the qualification of the Transfer Restricted Securities, Securities or Exchange Securities, as applicable, for offering and sale under the State securities and blue sky laws referred to in Section 3(d)(xii) and determination of
their eligibility for investment under the laws of such jurisdictions as the Electing Holders, Goldman, Sachs & Co. or Affiliate Investors may designate, including any reasonable fees and disbursements of counsel for the Electing Holders,
Goldman, Sachs & Co. or Affiliate Investors in connection with such qualification and determination, (c) all expenses relating to the preparation, printing, production, distribution and reproduction of each registration statement
required to be filed hereunder, each prospectus included therein or prepared for distribution pursuant hereto, each amendment or supplement to the foregoing, the expenses of preparing the Transfer Restricted Securities, Securities or Exchange
Securities, as applicable, for delivery and the expenses of printing or producing any selling agreements and blue sky or legal investment memoranda and all other documents in connection with the offering, sale or delivery of Transfer Restricted
Securities, Securities or Exchange Securities, as applicable, to be disposed of (including certificates representing the Transfer Restricted Securities, Securities or Exchange Securities, as applicable), (d) messenger, telephone and delivery
expenses relating to the offering, sale or delivery of Transfer Restricted Securities, Securities or Exchange Securities, as applicable, and the preparation of documents referred in clause (c) above, (e) fees and expenses of the Trustee


  

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under the Indentures, any agent of the Trustee and any counsel for the Trustee and of any custodian, (f) internal expenses (including all salaries and
expenses of the Company’s officers and employees performing legal or accounting duties), (g) reasonable fees, disbursements and expenses of counsel and independent certified public accountants of the Company, (h) reasonable fees,
disbursements and expenses of one counsel for the Electing Holders retained in connection with a Shelf Registration, as selected by the Electing Holders of at least a majority in aggregate principal amount of the Transfer Restricted Securities held
by Electing Holders (which counsel shall be reasonably satisfactory to the Company), one counsel for Goldman, Sachs & Co. retained in connection with a Market Making Shelf Registration (which counsel shall be reasonably satisfactory to the
Company), as selected by Goldman, Sachs & Co., and one counsel for the Affiliate Investors retained in connection with a Shelf Registration, as selected by the Affiliate Investors of at least a majority in aggregate principal amount of the
Transfer Restricted Securities held by such Affiliate Investors, (i) any fees charged by securities rating services for rating the Transfer Restricted Securities, Securities or Exchange Securities, as applicable, and (j) fees, expenses and
disbursements of any other persons, including special experts, retained by the Company in connection with such registration (collectively, the “Registration Expenses”). To the extent that any Registration
Expenses are incurred, assumed or paid by any holder of Transfer Restricted Securities, Goldman, Sachs & Co. or Affiliate Investors, the Company shall reimburse such person for the full amount of the Registration Expenses so incurred,
assumed or paid promptly after receipt of a request therefore. Notwithstanding the foregoing, the holders of the Transfer Restricted Securities being registered, or Goldman, Sachs & Co. or any Affiliate Investor, as applicable, shall pay
all agency fees and commissions and underwriting discounts and commissions, if any, and transfer taxes, if any, attributable to the sale of such Transfer Restricted Securities, Securities or Exchange Securities, as applicable, and the fees and
disbursements of any counsel or other advisors or experts retained by such holders (severally or jointly), other than the counsel and experts specifically referred to above. 
 5. Representations and Warranties. 
 Each of the Company and the Guarantors, jointly and severally, represents and warrants to, and agrees with, each Purchaser and each of the holders from time to time of Transfer Restricted Securities that: 
 (a) Each registration statement covering Transfer Restricted Securities, Securities or Exchange Securities, as applicable, and each
prospectus (including any preliminary or summary prospectus) contained therein or furnished pursuant to Section 3(c) or Section 3(d) and any further amendments or supplements to any such registration statement or prospectus, when it
becomes effective or is filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Securities Act and the Trust Indenture Act and will not contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the statements therein not misleading; and at all times subsequent to the Effective Time when a prospectus would be required to be delivered under the Securities Act, other
than (A) from (i) such time as a notice has been given to holders of Transfer Restricted Securities or Goldman, Sachs & Co. or Affiliate Investors, as applicable, pursuant to Section 3(c)(iii)(G) or Section 3(d)(viii)(G)
until (ii) such time as the Company furnishes an amended or supplemented prospectus pursuant to Section 3(c)(iv) or Section 3(e) or (B) during any applicable Suspension Period, each such registration statement, and each
prospectus (including any summary prospectus) contained therein or furnished pursuant to Section 3(c) or Section 3(d), as then amended or supplemented, will conform in all material respects to the requirements of the Securities Act 

  

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and the Trust Indenture Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in the light of the circumstances then existing; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in
conformity with information furnished in writing to the Company by a holder of Transfer Restricted Securities, Goldman, Sachs & Co. or an Affiliate Investor, as applicable, expressly for use therein. 
 (b) Any documents incorporated by reference in any prospectus referred to in Section 5(a), when they are or were filed with the
Commission, as the case may be, will conform or conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and none of such documents will contain or contained an untrue statement of a material
fact or will omit or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statements or
omissions made in reliance upon and in conformity with information furnished in writing to the Company by a holder of Transfer Restricted Securities, Goldman, Sachs & Co. or an Affiliate Investor, as applicable, expressly for use therein.

 (c) The compliance by the Company with all of the provisions of this Agreement and the consummation of the transactions
herein contemplated will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to
which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, (ii) result in any violation of
the provisions of the certificate of incorporation, as amended, or the by-laws or other governing documents, as applicable, of (A) the Company or (B) the Guarantors or (iii) result in any violation of any statute or any order, rule or
regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their respective properties, except in the case of (i), (ii)(B) and (iii) above, for such conflicts, breaches or
defaults as would not reasonably be expected to result in a material adverse effect on the business, properties, condition (financial or otherwise), results of operations, business affairs or prospects of the Company and its subsidiaries, taken as
whole (a “Material Adverse Effect”); and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the consummation by the
Company and the Guarantors of the transactions contemplated by this Agreement, except (w) the registration under the Securities Act of the Transfer Restricted Securities, Securities or Exchange Securities, as applicable, and qualification of
the Indentures under the Trust Indenture Act and (x) such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or blue sky laws in connection with the offering and distribution of the
Transfer Restricted Securities, Securities or Exchange Securities, as applicable, (y) such consents, approvals, authorizations, registrations or qualifications that have been obtained and are in full force and effect as of the date hereof and
(z) such consents, approvals, authorizations, registrations or qualifications that the failure to have would not reasonably be expected to have a Material Adverse Effect. 
 (d) This Agreement has been duly authorized, executed and delivered by the Company and each Guarantor. 
  

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 6. Indemnification and Contribution. 
 (a) Indemnification by the Company and the Guarantors. The Company and the Guarantors, jointly and severally, will indemnify and
hold harmless each of the holders of any such series of Transfer Restricted Securities included in an Exchange Offer Registration Statement, each of the Electing Holders of Transfer Restricted Securities included in a Shelf Registration Statement,
Goldman, Sachs & Co. as holder of Securities or Exchange Securities included in a Market Making Shelf Registration Statement and each of the Affiliate Investors as holders of Securities or Exchange Securities included in a Market Making
Shelf Registration Statement against any losses, claims, damages or liabilities, joint or several, to which such holder, Goldman, Sachs & Co., such Electing Holder or Affiliate Investor may become subject under the Securities Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Exchange Offer Registration
Statement or Secondary Offer Registration Statement, as the case may be, under which such series of Transfer Restricted Securities, Securities or Exchange Securities, as applicable, were registered under the Securities Act, or any preliminary, final
or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Company to any such holder, Goldman, Sachs & Co., such Electing Holder
or Affiliate Investor or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not
misleading, and will reimburse any such holder, Goldman, Sachs & Co., such Electing Holder and such Affiliate Investor for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action
or claim as such expenses are incurred; provided, however, that neither the Company nor the Guarantors shall be liable to any such person in any such case to the extent that any such loss, claim, damage or liability arises out of or is based
upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as
defined in Rule 433), or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by such person expressly for use therein. 
 (b) Indemnification by the Holders. Each holder of Securities or Exchange Securities, severally and not jointly, will
(i) indemnify and hold harmless the Company, the Guarantors, and all other holders of Transfer Restricted Securities, against any losses, claims, damages or liabilities to which the Company, the Guarantors or such other holders of Transfer
Restricted Securities may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of
a material fact contained in any Exchange Offer Registration Statement or Secondary Offer Registration Statement, as the case may be, under which such series of Transfer Restricted Securities, Securities or Exchange Securities, as applicable, were
registered under the Securities Act, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Company to any
such holder, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in
each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or 

  

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omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such holder expressly for use
therein, and (ii) reimburse the Company and the Guarantors for any legal or other expenses reasonably incurred by the Company and the Guarantors in connection with investigating or defending any such action or claim as such expenses are
incurred; provided, however, that no such holder shall be required to undertake liability to any person under this Section 6(b) for any amounts in excess of the dollar amount of the proceeds to be received by such holder from the sale of
such holder’s Transfer Restricted Securities pursuant to such registration. 
 (c) Indemnification by Goldman,
Sachs & Co. The Company may require, as a condition to including any Securities or Exchange Securities in the Market Making Shelf Registration Statement filed pursuant to Section 2(c) hereof and to entering into any underwriting
agreement with respect thereto, that the Company shall have received an undertaking reasonably satisfactory to it from each underwriter named in any such underwriting agreement, severally and not jointly, to, and Goldman, Sachs & Co. shall,
and hereby agrees to, (i) indemnify and hold harmless the Company, and the Guarantors against any losses, claims, damages or liabilities to which the Company or the Guarantors may become subject, under the Securities Act or otherwise, insofar
as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Market Making Shelf Registration Statement, or any
preliminary, final or summary prospectus contained therein or furnished by the Company to Goldman, Sachs & Co. or to any such underwriter, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or
omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by Goldman, Sachs & Co. expressly for use therein, and (ii) reimburse the Company for any legal or other
expenses reasonably incurred by the Company in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that, in the case of Securities held by Goldman, Sachs & Co.
at the time of the Exchange Offer, Goldman, Sachs & Co. shall not be required to undertake liability to any person under this Section 6(c) for any amounts in excess of the dollar amount of the proceeds to be received by Goldman,
Sachs & Co. from the sale of such Securities by Goldman, Sachs & Co. pursuant to the Market Making Shelf Registration. 
 (d) Indemnification by Affiliate Investors in Connection with the Market Making Shelf Registration. The Company may require, as a condition to including any Securities or Exchange Securities in the Market
Making Shelf Registration Statement filed pursuant to Section 2(c) hereof and to entering into any underwriting agreement with respect thereto, that the Company shall have received an undertaking reasonably satisfactory to it from each
underwriter named in any such underwriting agreement, severally and not jointly, to, and each Affiliate Investor shall, and hereby agrees to, (i) indemnify and hold harmless the Company and the Guarantors against any losses, claims, damages or
liabilities to which the Company or the Guarantors may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of 

  

 A-21 








 
or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Market Making Shelf Registration Statement, or any
preliminary, final or summary prospectus contained therein or furnished by the Company to such Affiliate Investor or to any such underwriter, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission
to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or
alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Affiliate Investor or such underwriter expressly for use therein, and (ii) reimburse the Company for any legal or other
expenses reasonably incurred by the Company in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that, in the case of Securities held by Goldman, Sachs & Co.
at the time of the Exchange Offer, Goldman, Sachs & Co. shall not be required to undertake liability to any person under this Section 6(d) for any amounts in excess of the dollar amount of the proceeds to be received by Goldman,
Sachs & Co. from the sale of such Securities by Goldman, Sachs & Co. pursuant to the Market Making Shelf Registration. 
 (e) Notices of Claims, Etc. Promptly after receipt by an indemnified party under subsection (a), (b), (c) or (d) above of written notice of the commencement of any action, such indemnified party
shall, if a claim in respect thereof is to be made against an indemnifying party pursuant to the indemnification provisions of or contemplated by this Section 6, notify such indemnifying party in writing of the commencement of such action, but
the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under the indemnification provisions of or contemplated by Section 6(a), 6(b), 6(c) or 6(d).
In case any such action shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, to the extent that it shall wish,
jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the
indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party for any legal expenses of other
counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the prior written consent of the
indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not
the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim
and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act by or on behalf of any indemnified party. 
 (f) Contribution. If for any reason the indemnification provisions contemplated by Section 6(a), 6(b), 6(c) or 6(d) are unavailable to or insufficient to hold harmless an indemnified party in respect of
any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or
liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party in connection with the statements or omissions which resulted in such losses, claims,
damages or liabilities (or actions in respect thereof), as well as any other relevant equitable 

  

 A-22 








 
considerations. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or by such indemnified party, and the parties’ relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this Section 6(f) were determined by pro rata allocation (even
if the holders were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in this Section 6(f). The amount paid or payable by an indemnified party as
a result of the losses, claims, damages, or liabilities (or actions in respect thereof) referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating
or defending any such action or claim. Notwithstanding the provisions of this Section 6(f), none of any holder, Affiliate Investor or, in the case of a Market Making Shelf Registration relating to the sale by Goldman, Sachs & Co. of
Securities held by it at the time of the Exchange Offer, Goldman, Sachs & Co. shall be required to contribute any amount in excess of the amount by which the dollar amount of the proceeds received by such holder from the sale of any
Transfer Restricted Securities or Goldman, Sachs & Co. or any Affiliate Investor from the sale of any such Securities (after deducting any fees, discounts and commissions applicable thereto) exceeds the amount of any damages which such
holder or Goldman, Sachs & Co. or such Affiliate Investor, as applicable, have otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The holders’, Goldman, Sachs & Co.’s and
any Affiliate Investor’s obligations in this Section 6(f) to contribute shall be several in proportion to the principal amount of Transfer Restricted Securities registered by them and not joint. 
 (g) The obligations of the Company and the Guarantors under this Section 6 shall be in addition to any liability which the Company or
the Guarantors may otherwise have and shall extend, upon the same terms and conditions, to each officer, director and partner of Goldman, Sachs & Co., each holder, Affiliate Investor, and each person, if any, who controls Goldman,
Sachs & Co., any holder, Affiliate Investor within the meaning of the Securities Act; and the obligations of Goldman, Sachs & Co., the holders, the Affiliate Investors contemplated by this Section 6 shall be in addition to any
liability which Goldman, Sachs & Co., the respective holder or Affiliate Investor may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Company or any of the Guarantors (including any
person who, with his consent, is named in any registration statement as about to become a director of the Company or any of the Guarantors) and to each person, if any, who controls the Company within the meaning of the Securities Act. 
 7. Underwritten Offerings. 
 Each
holder of Transfer Restricted Securities hereby agrees with the Company and each other such holder that no holder of Transfer Restricted Securities may participate in any underwritten offering hereunder unless (a) the Company gives its prior
written consent to such underwritten offering, (b) the managing underwriter or underwriters thereof shall be designated by Electing Holders holding at least a majority in aggregate principal amount of the Transfer Restricted Securities to be
included in such offering, provided that such designated managing underwriter or underwriters is or are reasonably acceptable to the Company, (c) each holder of 

  

 A-23 








 
Transfer Restricted Securities participating in such underwritten offering agrees to sell such holder’s Transfer Restricted Securities on the basis
provided in any underwriting arrangements approved by the persons entitled selecting the managing underwriter or underwriters hereunder and (d) each holder of Transfer Restricted Securities participating in such underwritten offering completes
and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. 
 8. Rule 144. 
 The Company
covenants to the holders of Transfer Restricted Securities, Goldman, Sachs & Co. and the Affiliate Investors that to the extent it shall be required to do so under the Exchange Act, the Company shall timely file the reports required to be
filed by it under the Exchange Act or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144), and shall take such further action as any holder of Transfer
Restricted Securities, Goldman, Sachs & Co. or any Affiliate Investor may reasonably request, all to the extent required from time to time to enable such holder to sell Transfer Restricted Securities or Goldman, Sachs & Co. and the
Affiliate Investors to sell Securities or Exchange Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144. Upon the reasonable request of any holder of Transfer Restricted
Securities, Goldman, Sachs & Co. or any Affiliate Investor in connection with that holder’s, Goldman, Sachs & Co.’s or that Affiliate Investor’s sale pursuant to Rule 144, the Company shall deliver to such
holder, Goldman, Sachs & Co. or Affiliate Investor a written statement as to whether it has complied with such requirements. 
 9.
Miscellaneous. 
 (a) No Inconsistent Agreements. The Company represents, warrants, covenants and agrees that it
has not granted, and shall not grant, registration rights with respect to Transfer Restricted Securities, Securities or Exchange Securities, as applicable, or any other securities which would be inconsistent with the terms contained in this
Agreement. 
 (b) Specific Performance. Subject to the provisions set forth in Section 3(d) hereof, the parties
hereto acknowledge that there would be no adequate remedy at law if the Company fails to perform any of its obligations hereunder and that the Purchasers and the holders from time to time of the Transfer Restricted Securities may be irreparably
harmed by any such failure, and accordingly agree that the Purchasers and such holders, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of the obligations of the
Company under this Agreement in accordance with the terms and conditions of this Agreement, in any court of the United States or any State thereof having jurisdiction. Time shall be of the essence in this Agreement. 
 (c) Notices. All notices, requests, claims, demands, waivers and other communications hereunder shall be in writing and shall be
deemed to have been duly given when delivered by hand, if delivered personally, by facsimile or by courier, or three days after being deposited in the mail (registered or certified mail, postage prepaid, return receipt requested) as follows: If to
the Company, to it at 13085 Hamilton Crossing Boulevard, Carmel, Indiana, 46032, Attention: Chief Financial Officer and if to a holder, to the address of such holder set forth in the security register or other records of the Company, or to such
other address as the Company or any such holder may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt. 
  

 A-24 








 (d) Parties in Interest. All the terms and provisions of this Agreement shall be
binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and the holders from time to time of the Transfer Restricted Securities and the respective successors and assigns of the parties hereto and such holders. In
the event that any transferee of any holder of Transfer Restricted Securities shall acquire Transfer Restricted Securities, in any manner, whether by gift, bequest, purchase, operation of law or otherwise, such transferee shall, without any further
writing or action of any kind, be deemed a beneficiary hereof for all purposes and such Transfer Restricted Securities shall be held subject to all of the terms of this Agreement, and by taking and holding such Transfer Restricted Securities such
transferee shall be entitled to receive the benefits of, and be conclusively deemed to have agreed to be bound by all of the applicable terms and provisions of this Agreement. Notwithstanding the foregoing, nothing herein shall be deemed to permit
any assignment, transfer or other disposition of Transfer Restricted Securities in violation of the terms hereof or of the Purchase Agreement or the Indentures. If the Company shall so request, any such successor, assign or transferee shall agree in
writing to acquire and hold the Transfer Restricted Securities subject to all of the applicable terms hereof. 
 (e)
Survival. The respective indemnities, agreements, representations, warranties and each other provision set forth in this Agreement or made pursuant hereto shall remain in full force and effect regardless of any investigation (or statement as
to the results thereof) made by or on behalf of Goldman, Sachs & Co., any Affiliate Investor or any holder of Transfer Restricted Securities, any director, officer or partner of Goldman, Sachs & Co., such Affiliate Investor or such
holder, or any controlling person of any of the foregoing, and shall survive delivery of and payment for the Transfer Restricted Securities pursuant to the Purchase Agreement and the transfer and registration of Transfer Restricted Securities by
such holder or of Securities or Exchange Securities by Goldman, Sachs & Co. or any Affiliate Investor and the consummation of an Exchange Offer. 
 (f) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. 
 (g) Headings. The descriptive headings of the several Sections and paragraphs of this Agreement are inserted for convenience only,
do not constitute a part of this Agreement and shall not affect in any way the meaning or interpretation of this Agreement. 
 (h) Entire Agreement; Amendments. This Agreement and the other writings referred to herein (including the Indentures and the form of Securities) or delivered pursuant hereto which form a part hereof contain the entire understanding
of the parties with respect to its subject matter. This Agreement supersedes all prior agreements and understandings between the parties with respect to its subject matter. This Agreement may be amended and the observance of any term of this
Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument duly executed by the Company and the holders of at least a majority in aggregate principal amount of the
Transfer Restricted Securities at the time outstanding and Goldman, Sachs & Co.; provided, however, that any such amendment or waiver affecting solely provisions of this Agreement relating to the Market Making Shelf
Registration may be effected by a written instrument duly executed solely by the Company and Goldman, Sachs & Co. Each holder of any Transfer Restricted Securities at the time or thereafter outstanding shall be bound by any amendment or
waiver effected pursuant to this Section 9(h), whether or not any notice, writing or marking indicating such amendment or waiver appears on such Transfer Restricted Securities or is delivered to such holder. 
  

 A-25 








 (i) Inspection. For so long as this Agreement shall be in effect, this Agreement
and a complete list of the names and addresses of all the holders of Transfer Restricted Securities and the address of Goldman, Sachs & Co. and each Affiliate Investor shall be made available for inspection and copying as soon as
practicable upon request on any Business Day by Goldman, Sachs & Co., any Affiliate Investor or any holder of Transfer Restricted Securities for proper purposes only (which shall include any purpose related to the rights of the holders of
Transfer Restricted Securities under the Securities, the Indentures and this Agreement) at the offices of the Company at the address thereof set forth in Section 9(c) and at the office of the Trustee under the Indentures. 
 (j) Counterparts. This Agreement may be executed by the parties in counterparts, each of which shall be deemed to be an original,
but all such respective counterparts shall together constitute one and the same instrument. 
 (k) Severability. If any
provision of this Agreement, or the application thereof in any circumstance, is held to be invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of such provision in every other respect and of the
remaining provisions contained in this Agreement shall not be affected or impaired thereby. 
  

 A-26 








 If the foregoing is in accordance with your understanding, please sign and return to us one for the
Company, the Guarantors and each of the Representatives plus one for each counsel counterparts hereof, and upon the acceptance hereof by you, on behalf of each of the Purchasers, this letter and such acceptance hereof shall constitute a binding
agreement between each of the Purchasers , the Guarantors and the Company. It is understood that your acceptance of this letter on behalf of each of the Purchasers is pursuant to the authority set forth in a form of Agreement among Purchasers, the
form of which shall be submitted to the Company for examination upon request, but without warranty on your part as to the authority of the signers thereof. 
  

			
	Very truly yours,
	
	KAR Holdings, Inc.
		
	By:	 	 /s/ Eric M. Loughmiller

	Name:	 	Eric M. Loughmiller
	Title:	 	Executive Vice President, Chief Financial Officer and Secretary
	
	GUARANTORS:
	
	Insurance Auto Auctions, Inc.
	
	Insurance Auto Auctions Corp.
	
	IAA Services, Inc.
	
	IAA Acquisition Corp.
	
	Auto Disposal Systems, Inc.
	
	ADS Ashland, LLC
	
	ADS Priority Transport Ltd.
	
	ADESA, Inc.
	
	ADESA Corporation, LLC
	
	A.D.E. of Ark-La-Tex, Inc.
	
	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


  

 A-27 









	
	ADESA Colorado, LLC
	
	ADESA Des Moines, LLC
	
	ADESA Florida, LLC
	
	ADESA Impact Texas, 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, Inc.
	
	ADESA Phoenix, LLC
	
	ADESA Properties Canada, Inc.
	
	ADESA San Diego, LLC
	
	ADESA-South Florida, LLC
	
	ADESA Southern Indiana, LLC
	
	ADESA Texas, Inc.
	
	ADESA Virginia, LLC
	
	ADESA Washington, LLC
	
	ADESA Wisconsin, LLC
	
	Assets Holdings III, L.P.
	
	Auto Banc Corporation
	
	Auto Dealers Exchange of Concord, LLC
	
	Auto Dealers Exchange of Memphis, LLC
	
	Automotive Finance Corporation
	
	Automotive Recovery Services, Inc.
	
	Auto VIN, Inc.
	
	PAR, Inc.
	
	AFC CAL, LLC
	
	AFC of Minnesota Corporation
	
	AFC of TN, LLC


  

 A-28 









			
	By:	 	 /s/ Eric M. Loughmiller

	Name:	 	Eric M. Loughmiller
	Title:	 	Authorized Signatory


  

			
	Accepted as of the date hereof:
	
	Goldman, Sachs & Co.
		
	By:	 	 Goldman Sachs & Co.

	Name:	 	Bruce H. Mendelsohn
	Title:	 	Authorized Signatory
	
	Bear, Stearns & Co. Inc.
		
	By:	 	 /s/ James S. Wolfe

	Name:	 	James S. Wolfe
	Title:	 	
	
	UBS Securities LLC
		
	By:	 	 /s/ Jared Grigg

	Name:	 	Jared Grigg
	Title:	 	Director
		
	By:	 	 /s/ Caleb Hsieh

	Name:	 	Caleb Hsieh
	Title:	 	Director
	
	Deutsche Bank Securities Inc.
		
	By:	 	 /s/ James Paris

	Name:	 	James Paris
	Title:	 	Managing Director
		
	By:	 	 /s/ Kris Mack

	Name:	 	Kris Mack
	Title:	 	Managing Director

 On behalf of each of the Purchasers 
  

 A-29 








 Exhibit A 
 KAR Holdings, Inc, 
 INSTRUCTION TO DTC PARTICIPANTS 
 (Date of Mailing) 
 URGENT -
IMMEDIATE ATTENTION REQUESTED 
 DEADLINE FOR RESPONSE: [DATE] 
 The Depository Trust Company (“DTC”) has identified you as a DTC Participant through which
beneficial interests in the KAR Holdings, Inc. (the “Company”) Floating Rate Senior Notes due 2014 (the “Floating Rate Senior Notes”), 8 3/4
% Fixed Rate Senior Notes due 2014 (the “Fixed Rate Senior Notes”) and 10% Senior Subordinated Notes due 2015 (the “Senior Subordinated Notes” and,
together with the Floating Rate Senior Rate Notes and the Fixed Rate Senior Notes, the “Securities”) are held. 
 The Company is in
the process of registering the Securities under the Securities Act of 1933 for resale by the beneficial owners thereof. In order to have their Securities included in the registration statement, beneficial owners must complete and return the enclosed
Notice of Registration Statement and Selling Securityholder Questionnaire. 
 It is important that beneficial owners of the Securities receive a copy of
the enclosed materials as soon as possible as their rights to have the Securities included in the registration statement depend upon their returning the Notice and Questionnaire by [Deadline For Response]. Please forward a copy of the
enclosed documents to each beneficial owner that holds interests in the Securities through you. If you require more copies of the enclosed materials or have any questions pertaining to this matter, please contact KAR Holdings, Inc. 13085 Hamilton
Crossing Boulevard, Carmel, Indiana, 46032. 
  

 A-30 








 KAR Holdings, Inc 
 Notice of Registration Statement 
 and 
 Selling Securityholder Questionnaire 
 (Date) 
 Reference is hereby made to the Exchange and Registration Rights Agreement (the “Exchange and Registration
Rights Agreement”) among KAR Holdings, Inc. (the “Company”), the Guarantors named therein and the Purchasers named therein. Pursuant to the Exchange and Registration Rights Agreement, the Company has filed or will file with
the United States Securities and Exchange Commission (the “Commission”) a registration statement on Form [    ] (the “Shelf Registration Statement”) for the registration and
resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Company’s Floating Rate Senior Notes due 2014 (the “Floating Rate Senior Rate Notes”), 8 3/4% Fixed Rate Senior Notes due 2014 (the “Fixed Rate Senior Notes”) and 10% Senior Subordinated
Notes due 2015 (the “Senior Subordinated Notes” and together with the Floating Rate Senior Rate Notes and the Fixed Rate Senior Notes, the “Securities”). A copy of the Exchange and Registration Rights Agreement has
been filed as an exhibit to the Shelf Registration Statement and can be obtained from the Commission’s website at www.sec.gov. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Exchange
and Registration Rights Agreement. 
 Each beneficial owner of Transfer Restricted Securities (as defined below) is entitled to have the Transfer
Restricted Securities beneficially owned by it included in the Shelf Registration Statement. In order to have Transfer Restricted Securities included in the Shelf Registration Statement, this Notice of Registration Statement and Selling
Securityholder Questionnaire (“Notice and Questionnaire”) must be completed, executed and delivered to the Company’s counsel at the address set forth herein for receipt ON OR BEFORE [Deadline for Response]. Beneficial
owners of Transfer Restricted Securities who do not properly complete, execute and return this Notice and Questionnaire by such date (i) will not be named as selling securityholders in the Shelf Registration Statement and (ii) may not use
the Prospectus forming a part thereof for resales of Transfer Restricted Securities 
 Certain legal consequences arise from being named as a selling
securityholder in the Shelf Registration Statement and related Prospectus. Accordingly, holders and beneficial owners of Transfer Restricted Securities are advised to consult their own securities law counsel regarding the consequences of being named
or not being named as a selling securityholder in the Shelf Registration Statement and related Prospectus. 
 The term “Transfer Restricted
Securities” is defined in the Exchange and Registration Rights Agreement. 
  

 A-31 








 ELECTION 
 The undersigned holder (the “Selling Securityholder”) of Transfer Restricted Securities hereby
elects to include in the Shelf Registration Statement the Transfer Restricted Securities beneficially owned by it and listed below in Item (3). The undersigned, by signing and returning this Notice and Questionnaire, agrees to be bound with
respect to such Transfer Restricted Securities by the terms and conditions of this Notice and Questionnaire and the Exchange and Registration Rights Agreement, including, without limitation, Section 6 of the Exchange and Registration Rights
Agreement, as if the undersigned Selling Securityholder were an original party thereto.(11) 
 Pursuant to the Exchange and Registration Rights Agreement, the undersigned has agreed to indemnify and hold harmless the Company, its officers who sign any Shelf
Registration Statement, and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act of 1934, as amended (the “Exchange Act”), against
certain losses, claims, damages or liabilities (or actions in respect thereof) arising out of an untrue statement, or the alleged untrue statement, of a material fact in the Shelf Registration Statement or any related preliminary, final or summary
prospectus or the omission, or alleged omission, to state a material fact required to be stated in such Shelf Registration Statement or such related prospectus, but only to the extent such untrue statement or omission, or alleged untrue statement or
omission, was made in reliance on and in conformity with the information provided by the holder expressly for use therein, including information in this Notice and Questionnaire. 
 Upon any sale of Transfer Restricted Securities pursuant to the Shelf Registration Statement, the Selling Securityholder will be required to deliver to the Company and Trustee the Notice of Transfer set forth in
Appendix A to the Prospectus and as Exhibit B to the Exchange and Registration Rights Agreement. 
 The Selling Securityholder hereby provides the
following information to the Company and represents and warrants that such information is accurate and complete: 
  

 A-32 








 QUESTIONNAIRE 
  

									
	(1)	  	(a)	  	Full legal name of Selling Securityholder:
		  		  	  

			
		  	(b)	  	Full legal name of registered Holder (if not the same as in (a) above) of Transfer Restricted Securities listed in Item (3) below:
			
		  		  	  

			
		  	(c)	  	Full legal name of DTC Participant (if applicable and if not the same as (b) above) through which Transfer Restricted Securities listed in Item (3) below are
held:
			
		  		  	  

		
	(2)	  	Address for notices to Selling Securityholder:
				
		  		  	  
	 	
				
		  		  	  
	 	
				
		  		  	  
	 	
		  		  	Telephone:	 	  
	 	
		  		  	Fax:	 	  
	 	
		  		  	Contact Person:	 	  
	 	
		  		  	E-mail for Contact Person:	 	  
	 	
			
	(3)	  	Beneficial Ownership of Securities:	 	
		  		  	Except as set forth below in this Item (3), the undersigned does not beneficially own any Securities.


									
				
		  	(a)	  	Principal amount of Transfer Restricted Securities beneficially owned:	 	  



									
		  		  	CUSIP No(s). of such Transfer Restricted Securities:	 	  

			
		  	(b)	  	Principal amount of Securities other than Transfer Restricted Securities beneficially owned:
		  		  	  

		  		  	CUSIP No(s). of such other Securities:	 	  

			
		  	(c)	  	Principal amount of Transfer Restricted Securities that the undersigned wishes to be included in the Shelf Registration Statement:
                                        
                                       
 
		  		  	CUSIP No(s). of such Transfer Restricted Securities to be included in the Shelf Registration Statement:
                                        
                                       
 
		
	(4)	  	Beneficial Ownership of Other Securities of the Company:
			
		  		  	 Except as set forth below in this Item (4), the undersigned Selling Securityholder is not the beneficial or registered owner of
any other securities of the Company, other than the Securities listed above in Item (3).
  
 State any exceptions here:

			
		  		  	  


  

 A-33 









									
			
		  		  	  

			
		  		  	  

		
	(5)	  	Individuals who exercise dispositive powers with respect to the Securities:
			
		  		  	If the Selling Securityholder is not an entity that is required to file reports with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (a “Reporting
Company”), then the Selling Securityholder must disclose the name of the natural person(s) who exercise sole or shared dispositive powers with respect to the Securities. Selling Securityholders should disclose the beneficial holders, not
nominee holders or other such others of record. In addition, the Commission has provided guidance that Rule 13d-3 of the Securities Exchange Act of 1934 should be used by analogy when determining the person or persons sharing voting and/or
dispositive powers with respect to the Securities.
			
		  	(a)	  	Is the holder a Reporting Company?
			
		  		  	Yes                                     
       No                    
			
		  		  	If “No”, please answer Item (5)(b).
			
		  	(b)	  	List below the individual or individuals who exercise dispositive powers with respect to the Securities:
			
		  		  	  

			
		  		  	  

			
		  		  	  

			
		  		  	Please note that the names of the persons listed in (b) above will be included in the Shelf Registration Statement and related Prospectus.
		
	(6)	  	Relationships with the Company:
			
		  		  	 Except as set forth below, neither the Selling Securityholder nor any of its affiliates, officers, directors or principal equity
holders (5% or more) has held any position or office or has had any other material relationship with the Company (or its predecessors or affiliates) during the past three years.
  
 State any exceptions here:

			
		  		  	  

			
		  		  	  

			
		  		  	  

		
	(7)	  	Plan of Distribution:
			
		  		  	Except as set forth below, the undersigned Selling Securityholder intends to distribute the Transfer Restricted Securities listed above in Item (3) only as follows (if at
all): Such Transfer Restricted Securities may be sold from time to time directly by the undersigned Selling Securityholder. Such Transfer Restricted Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at
the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve crosses or block transactions) (i) on any national securities exchange or quotation
service on which the Registered Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or
(iv) through the writing of options. In connection with sales of the Transfer Restricted Securities or otherwise, the Selling Securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the
Transfer Restricted Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Transfer Restricted Securities short and deliver Transfer Restricted Securities to close out such short positions, or loan or
pledge Transfer Restricted Securities to broker-dealers that in turn may sell such securities.

  

 A-34 









									
			
		  		  	State any exceptions here:
			
		  		  	  

			
		  		  	  

			
		  		  	  

			
		  		  	Note: In no event may such method(s) of distribution take the form of an underwritten offering of Transfer Restricted Securities without the prior written agreement of the
Company.
		
	(8)	  	Broker-Dealers:
			
		  		  	The Commission requires that all Selling Securityholders that are registered broker-dealers or affiliates of registered broker-dealers be so identified in the Shelf Registration
Statement. In addition, the Commission requires that all Selling Securityholders that are registered broker-dealers be named as underwriters in the Shelf Registration Statement and related Prospectus, even if they did not receive the Transfer
Restricted Securities as compensation for underwriting activities.
			
		  	(a)	  	State whether the undersigned Selling Securityholder is a registered broker-dealer:
			
		  		  	Yes                                     
       No                    
			
		  	(b)	  	If the answer to (a) is “Yes”, you must answer (i) and (ii) below, and (iii) below if applicable. Your answers to (i) and (ii) below,
and (iii) below if applicable, will be included in the Shelf Registration Statement and related Prospectus.
				
		  		  	(i)	 	Were the Securities acquired as compensation for underwriting activities?
			
		  		  	Yes                                     
       No                    
			
		  		  	If you answered “Yes”, please provide a brief description of the transaction(s) in which the Securities were acquired as compensation:
			
		  		  	  

			
		  		  	  

			
		  		  	  

				
		  		  	(ii)	 	Were the Securities acquired for investment purposes?
			
		  		  	Yes                                     
       No                    

  

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		  		  	(iii)	 	If you answered “No” to both (i) and (ii), please explain the Selling Securityholder’s reason for acquiring the Securities:
			
		  		  	  

			
		  		  	  

			
		  		  	  

			
		  	(c)	  	State whether the undersigned Selling Securityholder is an affiliate of a registered broker-dealer and, if so, list the name(s) of the broker-dealer affiliate(s):
			
		  		  	Yes                                     
       No                    
			
		  		  	  

			
		  		  	  

			
		  		  	  

			
		  	(d)	  	If you answered “Yes” to question (c) above:
				
		  		  	(i)	 	 If you answered “Yes” to question (c) above:
 Did the undersigned Selling Securityholder purchase Transfer Restricted Securities in the ordinary course of business?

			
		  		  	Yes                                     
       No                    
			
		  		  	If the answer is “No” to question (d)(i), provide a brief explanation of the circumstances in which the Selling Securityholder acquired the Transfer Restricted Securities:

			
		  		  	  

			
		  		  	  

			
		  		  	  

				
		  		  	(ii)	 	At the time of the purchase of the Transfer Restricted Securities, did the undersigned Selling Securityholder have any agreements, understandings or arrangements, directly or
indirectly, with any person to dispose of or distribute the Transfer Restricted Securities?
			
		  		  	Yes                                     
       No                    
			
		  		  	If the answer is “Yes” to question (d)(ii), provide a brief explanation of such agreements, understandings or arrangements:
			
		  		  	  

			
		  		  	  

			
		  		  	  

			
		  		  	If the answer is “No” to Item (8)(d)(i) or “Yes” to Item (8)(d)(ii), you will be named as an underwriter in the Shelf Registration Statement and the
related Prospectus.
		
	(9)	  	Hedging and short sales:
			
		  	(a)	  	State whether the undersigned Selling Securityholder has or will enter into “hedging transactions” with respect to the Transfer Restricted Securities:
			
		  		  	Yes                                     
       No                    

  

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		  		  	If “Yes”, provide below a complete description of the hedging transactions into which the undersigned Selling Securityholder has entered or will enter and the purpose of
such hedging transactions, including the extent to which such hedging transactions remain in place:
			
		  		  	  

			
		  		  	  

			
		  		  	  

			
		  	(b)	  	Set forth below is Interpretation A.65 of the Commission’s July 1997 Manual of Publicly Available Interpretations regarding short selling:
			
		  		  	“An issuer filed a Form S-3 registration statement for a secondary offering of common stock which is not yet effective. One of the selling shareholders wanted to do a short
sale of common stock “against the box” and cover the short sale with registered shares after the effective date. The issuer was advised that the short sale could not be made before the registration statement becomes effective, because the
shares underlying the short sale are deemed to be sold at the time such sale is made. There would, therefore, be a violation of Section 5 if the shares were effectively sold prior to the effective date.”
			
		  		  	By returning this Notice and Questionnaire, the undersigned Selling Securityholder will be deemed to be aware of the foregoing interpretation.

 *        *        *        *        * 
 By signing below, the Selling Securityholder acknowledges that it understands its obligation to comply, and agrees that it will comply, with the provisions of the
Exchange Act, particularly Regulation M (or any successor rule or regulation). 
 The Selling Securityholder hereby acknowledges its obligations under the
Exchange and Registration Rights Agreement to indemnify and hold harmless the Company and certain other persons as set forth in the Exchange and Registration Rights Agreement. 
 In the event that the Selling Securityholder transfers all or any portion of the Transfer Restricted Securities listed in Item (3) above after the date on which such information is provided to the Company, the
Selling Securityholder agrees to notify the transferee(s) at the time of the transfer of its rights and obligations under this Notice and Questionnaire and the Exchange and Registration Rights Agreement. 
 By signing below, the Selling Securityholder consents to the disclosure of the information contained herein in its answers to Items (1) through (9) above and
the inclusion of such information in the Shelf Registration Statement and related Prospectus. The Selling Securityholder understands that such information will be relied upon by the Company in connection with the preparation of the Shelf
Registration Statement and related Prospectus. 
 In accordance with the Selling Securityholder’s obligation under Section 3(d) of the Exchange and
Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the Selling Securityholder agrees to promptly notify the Company of any inaccuracies or changes in the information
provided herein which 

  

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may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains in effect and to provide such additional information that
the Company may reasonably request regarding such Selling Securityholder and the intended method of distribution of Transfer Restricted Securities in order to comply with the Securities Act. Except as otherwise provided in the Exchange and
Registration Rights Agreement, all notices hereunder and pursuant to the Exchange and Registration Rights Agreement shall be made in writing, by hand-delivery, first-class mail, or air courier guaranteeing overnight delivery as follows: 

 

			
	 (i)     To the Company:
	 	
		
		 	  

		
		 	  

		
		 	  

		
		 	  

		
		 	  

		
	 (ii) With a copy to:
	 	
		
		 	  

		
		 	  

		
		 	  

		
		 	  

		
		 	  


 Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Company’s
counsel, the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives,
and assigns of the Company and the Selling Securityholder (with respect to the Transfer Restricted Securities beneficially owned by such Selling Securityholder and listed in Item (3) above. This Notice and Questionnaire shall be governed in all
respects by the laws of the State of New York. 
  

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 IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and
delivered either in person or by its duly authorized agent. 
 Dated:
                         
  

			
	  

	Selling Securityholder
	 (Print/type full legal name of beneficial owner of Transfer Restricted Securities)

		
	By:	 	  

	Name:	 	
	Title:	 	


 PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON OR BEFORE [DEADLINE FOR
RESPONSE] TO THE COMPANY’S COUNSEL: 
  

					
		  	  
	  	
		  	  
	  	
		  	  
	  	
		  	  
	  	
		  	  
	  	

  

 A-39 








 Exhibit B 
 NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT 
 Wells Fargo Bank, National Association 
 c/o Wells Fargo Bank, National Association 
 Sixth & Marquette;
N9303-120 
 Minneapolis, MN 55479 
 Attention: Trust Officer

  

	 	Re:	KAR Holdings, Inc. (the “Company”) 

 Floating Rate Senior Notes due 2014 
 8 3/4% Fixed Rate Senior Notes due 2014 
 10% Senior Subordinated Notes due 2015 
 Dear Sirs:

 Please be advised that
                                        
has transferred $             aggregate principal amount of the above-referenced Notes pursuant to an effective Registration Statement on Form
[        ] (File No. 333-            ) filed by the Company. 
 We hereby certify that the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended, have been satisfied and that the above-named beneficial owner of the Notes is named as a “Selling
Holder” in the Prospectus dated [date] or in supplements thereto, and that the aggregate principal amount of the Notes transferred are the Notes listed in such Prospectus opposite such owner’s name. 
 Dated: 
  

			
	Very truly yours,
		
		 	  

		 	(Name)
		
	By:	 	  

		 	(Authorized Signature)


  

 A-40