have the meanings given to them in the
Credit Agreement identified below, receipt of a copy of which is hereby
acknowledged by [the][each] Assignee. The Standard Terms and Conditions set
forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by
reference and made a part of this Assignment and Assumption as if set forth
herein in full.
For an agreed consideration, [the][each] Assignor hereby irrevocably sells and
assigns to [the Assignee][the respective Assignees], and [the][each] Assignee
hereby irrevocably purchases and assumes from [the Assignor][the respective
Assignors], subject to and in accordance with the Standard Terms and Conditions
and the Credit Agreement, as of the Effective Date inserted by the
Administrative Agent as contemplated below (i) all of [the Assignor's][the
respective Assignors'] rights and obligations in [its capacity as a
Lender][their respective capacities as Lenders] under the Credit Agreement and
any other documents or instruments delivered pursuant thereto to the extent
related to the amount and percentage interest identified below of all of such
outstanding rights and obligations of [the Assignor][the respective Assignors]
under the respective facilities identified below (including without limitation
any letters of credit, guarantees, and swingline loans included in such
facilities), and (ii) to the extent permitted to be assigned under applicable
law, all claims, suits, causes of action and any other right of [the Assignor
(in its capacity as a Lender)][the respective Assignors (in their respective
capacities as Lenders)] against any Person, whether known or unknown, arising
under or in connection with the Credit Agreement, any other documents or
instruments delivered pursuant thereto or the loan transactions governed thereby
or in any way based on or related to any of the foregoing, including, but not
limited to, contract claims, tort claims, malpractice claims, statutory claims
and all other claims at law or in equity related to the rights and obligations
sold and assigned pursuant to clause (i) above (the rights and obligations sold
and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses
(i) and (ii) above being referred to herein collectively as [the][an] "Assigned
Interest"). Each such sale and assignment is without recourse to [the][any]
Assignor and, except as expressly provided in this Assignment and Assumption,
without representation or warranty by [the][any] Assignor.
1.
Assignor[s]:
[Assignor [is] [is not] a
Defaulting Lender]
2.
Assignee[s]:
[for
each Assignee, indicate [Affiliate][Approved Fund] of [identify Lender] 3.
Borrower:
KAR Auction Services, Inc.
4.
Administrative Agent:
JPMorgan Chase Bank, N.A., as the administrative
agent under the Credit Agreement 5.
Credit Agreement:
Credit Agreement,
dated as of May 19, 2011 (as amended, supplemented or otherwise modified from
time to time, the "Credit Agreement"), by and among KAR Auction Services, Inc.,
a Delaware corporation (the "Borrower"), the several banks and other financial
institutions or entities from time to time parties thereto and JPMorgan Chase
Bank, N.A., as administrative agent. 6
Assigned Interest[s]:
Assignor[s]
Assignee[s]
Facility
Assigned
Aggregate
Amount of
Commitment/Loans
for all
Lenders
Amount
of
Commitment/Loans
Assigned
Percentage
Assigned of
Commitment/
Loans
CUSIP
Number
$
$