Exhibit 10.13

GUARANTY OF LEASE

GUARANTY OF LEASE (this “Guaranty”) made as of September 4, 2008, by KAR
Holdings, Inc., a Delaware corporation, with an address at 13085 Hamilton
Crossing Boulevard, Suite 500, Carmel, Indiana 46032 (“Guarantor”), to First
Industrial Pennsylvania, L.P., a Delaware limited partnership, having an office
at 311 South Wacker Drive, Suite 4000, Chicago, Illinois 60606 (“Landlord”).

W I T N E S S E T H :

WHEREAS:

A. Landlord has been requested by ADESA CALIFORNIA, LLC, a California limited
liability company, and ADESA SAN DIEGO, LLC, a California limited liability
company, each with an office at c/o ADESA, Inc., 13085 Hamilton Crossing
Boulevard, Suite 500, Carmel, Indiana 46032 (collectively, “Tenant”), to enter
into a Ground Lease dated as of the date hereof (the “Lease”), whereby Landlord
would lease to Tenant, and Tenant would rent from Landlord, certain premises
located in Sacramento, California, as more particularly described in the Lease
(the “Premises”).

B. Guarantor is the indirect owner of Tenant, and will derive substantial
economic benefit from the execution and delivery of the Lease.

C. Guarantor acknowledges that Landlord would not enter into the Lease unless
this Guaranty accompanied the execution and delivery of the Lease.

D. Guarantor hereby acknowledges receipt of a copy of the Lease.

NOW, THEREFORE, in consideration of the execution and delivery of the Lease and
of other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Guarantor covenants and agrees as follows:

1. DEFINITIONS. Defined terms used in this Guaranty and not otherwise defined
herein have the meanings assigned to them in the Lease.

2. COVENANTS OF GUARANTOR.

(a) Guarantor absolutely, unconditionally and irrevocably guarantees, as a
primary obligor and not merely as a surety: (i) the full and prompt payment of
all Base Rent and Additional Rent and all other rent, sums and charges of every
type and nature payable by Tenant under the Lease, and (ii) the full, timely and
complete performance of all covenants, terms, conditions, obligations and
agreements to be performed by Tenant under the Lease (all of the obligations
described in clauses (i) and (ii), collectively, the “Obligations”). If a
Default occurs under the Lease, Guarantor will, without notice or demand,
promptly pay and perform all of the Obligations, and pay to Landlord, when and
as due, all Base Rent and Additional Rent payable by Tenant under the Lease,
together with all damages, costs and expenses to which Landlord is entitled
pursuant to any or all of the Lease, this Guaranty and applicable Laws.

(b) Guarantor agrees with Landlord that (i) any action, suit or proceeding of
any kind or nature whatsoever (an “Action”) commenced by Landlord against
Guarantor to collect Base Rent and Additional Rent and any other rent, sums and
charges due under the Lease for any month or months shall not prejudice in any
way Landlord’s rights to collect any such amounts due for any subsequent month
or months throughout the Term in any subsequent Action, (ii) Landlord may, at
its option, without prior notice or demand, join Guarantor in any Action against
Tenant in connection with or based upon either or both of the Lease and any of
the Obligations, (iii) Landlord may seek and obtain recovery against Guarantor
in an Action against Tenant or in any independent Action against Guarantor
without Landlord first asserting, prosecuting, or exhausting any remedy or claim
against Tenant or against any security of Tenant held by Landlord under the
Lease, and (iv) Guarantor will be conclusively bound by a judgment entered in
any Action in favor of Landlord against Tenant, as if Guarantor were a party to
such Action, irrespective of whether or not Guarantor is entered as a party or
participates in such Action.

 

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(c) Any default or failure by the Guarantor to perform any of its Obligations
under this Guaranty shall be deemed an immediate Default under the Lease;
provided, however, that if the basis for the occurrence of a default under this
Guaranty is the occurrence of a default by Tenant under the Lease, then the
default under this Guaranty shall not constitute a Default under the Lease until
any applicable notice and cure period to which the Tenant is entitled under the
Lease has expired; provided further, however, that under no circumstances shall
this provision be construed to entitle Tenant to multiple notices or cure
periods in connection with a given default under the Lease.

3. GUARANTOR’S OBLIGATIONS UNCONDITIONAL.

(a) This Guaranty is an absolute and unconditional guaranty of payment and of
performance, and not of collection, and shall be enforceable against Guarantor
without the necessity of the commencement by Landlord of any Action against
Tenant, and without the necessity of any notice to Guarantor of nonpayment,
nonperformance or nonobservance by Tenant, or any notice of acceptance of this
Guaranty, or of any other notice or demand to which Guarantor might otherwise be
entitled, all of which Guarantor hereby expressly waives in advance. The
obligations of Guarantor hereunder are independent of the obligations of Tenant.

(b) If the Lease is renewed, or the Term extended, for any period beyond the
Expiration Date, either pursuant to any option granted under the Lease or
otherwise, or if Tenant holds over beyond the Expiration Date, the obligations
of Guarantor hereunder shall extend and apply to the full and faithful
performance and observance of all of the Obligations under the Lease accruing
during any renewal, extension or holdover period, except as otherwise expressly
and specifically provided in the Lease.

(c) Except as otherwise expressly and specifically provided in the Lease, this
Guaranty is a continuing guarantee and will remain in full force and effect
notwithstanding, and the liability of Guarantor hereunder shall be absolute and
unconditional irrespective of: (i) any modifications, alterations or amendments
of the Lease (regardless of whether Guarantor consented to or had notice of
same), (ii) any releases or discharges of Tenant other than the full release and
complete discharge of all of the Obligations, (iii) Landlord’s failure or delay
to assert any claim or demand or to enforce any of its rights against Tenant,
(iv) any extension of time that may be granted by Landlord to Tenant, (v) any
assignment or transfer of all of any part of Tenant’s interest under the Lease
(whether by Tenant, by operation of law, or otherwise), (vi) any subletting,
concession, franchising, licensing or permitting of the Premises, (vii) any
changed or different use of the Premises, (viii) any other dealings or matters
occurring between Landlord and Tenant, (ix) the taking by Landlord of any
additional guarantees, or the receipt by Landlord of any collateral, from other
persons or entities, (x) the release by Landlord of any other guarantor,
(xi) Landlord’s release of any security provided under the Lease, or
(xii) Landlord’s failure to perfect any landlord’s lien or other lien or
security interest available under applicable Laws. Without limiting the
foregoing, this Guaranty shall be applicable to any obligations of Tenant
arising in connection with a termination of the Lease, whether voluntary or
otherwise. Guarantor hereby consents, prospectively, to Landlord’s taking,
entering into or otherwise causing any or all of the foregoing actions or
omissions.

(d) Guarantor hereby expressly agrees that the validity of this Guaranty and the
obligations of Guarantor hereunder shall in no way be terminated, affected,
diminished or impaired by reason of the assertion or the failure to assert by
Landlord against Tenant, of any of the rights or remedies reserved to Landlord
pursuant to the provisions of the Lease or by relief of Tenant from any of
Tenant’s obligations under the Lease or otherwise by (i) the release or
discharge of Tenant in any state or federal creditors’ proceedings,
receivership, bankruptcy or other proceeding; (ii) the impairment, limitation or
modification of the liability of Tenant or the estate of Tenant in bankruptcy,
or of any remedy for the enforcement of Tenant’s liability under the Lease,
resulting from the operation of any present or future provision of the United
States Bankruptcy Code (11 U.S.C. § 101 et seq., as amended), or from other
statute, or from the order of any court; or (iii) the rejection, disaffirmance
or other termination of the Lease in any such proceeding. This Guaranty shall
continue to be effective notwithstanding that at any time the payment of any
amount due under the Lease or this Guaranty may be rescinded or must otherwise
be returned by Landlord for any reason, including, without limitation, the
insolvency, bankruptcy, liquidation or reorganization of Tenant, Guarantor or
otherwise, all as though such payment had not been made, and, in such event,
Guarantor shall pay to Landlord an amount equal to any such payment that has
been rescinded or returned.

 

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4. WAIVERS OF GUARANTOR.

(a) Without limitation of the foregoing, Guarantor waives (i) notice of
acceptance of this Guaranty and notice of dishonor, (ii) notice of any actions
taken by Landlord or Tenant under the Lease or any other agreement or instrument
relating thereto, (iii) notice of any and all Defaults under the Lease, except
to the extent Guarantor is expressly identified as a party to whom notice is to
be provided under the Lease, (iv) all other notices, demands and protests, and
all other formalities of every kind in connection with the enforcement of the
Obligations, omission of or delay in which, but for the provisions of this
Section 4, might constitute grounds for relieving Guarantor of its obligations
hereunder, (v) any requirement that Landlord protect, secure, perfect, insure or
proceed against any security interest or lien, or any property subject thereto,
or exhaust any right or take any action against Tenant or any collateral, and
(vi) the benefit of any statute of limitations affecting Guarantor’s liability
under this Guaranty.

(b) GUARANTOR HEREBY WAIVES TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM BROUGHT BY ANY PERSON OR ENTITY WITH RESPECT TO ANY MATTER
WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY OR ALL OF THIS
GUARANTY; THE LEASE; ANY CLAIM OF LIABILITY AGAINST OR OBLIGATION OF TENANT IN
ANY MANNER RELATED TO THE PREMISES AND/OR THE PROPERTY; ANY CLAIM OF INJURY OR
DAMAGE IN ANY WAY RELATED TO THE LEASE, THE PREMISES AND/OR THE PROPERTY; ANY
ACT OR OMISSION OF TENANT, ITS AGENTS, EMPLOYEES, CONTRACTORS, SUPPLIERS,
SERVANTS, CUSTOMERS, CONCESSIONAIRES, FRANCHISEES, PERMITTEES OR LICENSEES; OR
ANY ASPECT OF THE USE OR OCCUPANCY OF, OR THE CONDUCT OF BUSINESS IN, ON OR FROM
THE PREMISES AND/OR THE PROPERTY. GUARANTOR SHALL NOT IMPOSE ANY COUNTERCLAIM OR
COUNTERCLAIMS OR CLAIMS FOR SET-OFF, RECOUPMENT OR DEDUCTION OF RENT IN ANY
ACTION BROUGHT BY LANDLORD AGAINST GUARANTOR UNDER THIS GUARANTY. GUARANTOR
SHALL NOT BE ENTITLED TO MAKE, AND HEREBY WAIVES, ANY AND ALL DEFENSES AGAINST
ANY CLAIM ASSERTED BY LANDLORD IN ANY SUIT OR ACTION INSTITUTED BY LANDLORD TO
ENFORCE THIS GUARANTY OR THE LEASE. IN ADDITION, GUARANTOR HEREBY WAIVES, BOTH
WITH RESPECT TO THE LEASE AND WITH RESPECT TO THIS GUARANTY, ANY AND ALL RIGHTS
WHICH ARE WAIVED BY TENANT UNDER THE LEASE, IN THE SAME MANNER AS IF ALL SUCH
WAIVERS WERE FULLY RESTATED HEREIN. THE LIABILITY OF GUARANTOR UNDER THIS
GUARANTY IS PRIMARY AND UNCONDITIONAL.

5. SUBROGATION. Guarantor shall not be subrogated, and hereby waives and
disclaims any claim or right against Tenant by way of subrogation or otherwise,
to any of the rights of Landlord under the Lease or otherwise, or in either or
both of the Premises and the Property, which may arise by any of the provisions
of this Guaranty or by reason of the performance by Guarantor of any of its
Obligations hereunder. Guarantor shall look solely to Tenant for any recoupment
of any payments made or costs or expenses incurred by Guarantor pursuant to this
Guaranty. If any amount shall be paid to Guarantor on account of such
subrogation rights at any time when all of the Obligations shall not have been
paid and performed in full, Guarantor shall hold such amount in trust for
Landlord and shall pay such amount to Landlord immediately following receipt by
Guarantor, to be applied against the Obligations, whether matured or unmatured,
in such order as Landlord may determine. Guarantor hereby subordinates any
liability or indebtedness of Tenant now or hereafter held by Guarantor to the
obligations of Tenant to Landlord under the Lease.

6. REPRESENTATIONS AND WARRANTIES OF GUARANTOR. Guarantor represents and
warrants that:

(a) Guarantor is a Delaware corporation; has all requisite power and authority
to enter into and perform its obligations under this Guaranty; and this Guaranty
is valid and binding upon and enforceable against Guarantor without the
requirement of further action or fulfillment of any condition.

 

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(b) To the knowledge of Guarantor, the execution, delivery and performance by
Guarantor of this Guaranty does not and will not (i) contravene any applicable
Laws or any contractual restriction binding on or affecting Guarantor or any of
its properties, or (ii) result in or require the creation of any lien, security
interest or other charge or encumbrance upon or with respect to any of its
properties.

(c) There is no action, suit or proceeding pending or, to the knowledge of
Guarantor, threatened against or otherwise affecting Guarantor before any court
or other governmental authority or any arbitrator that may materially adversely
affect Guarantor’s ability to perform its obligations under this Guaranty.

(d) Guarantor’s principal place of business is 13085 Hamilton Crossing
Boulevard, Suite 500, Carmel, Indiana 46032.

(e) Guarantor hereby represents and warrants that Guarantor is the indirect
owner of Tenant and, as such, will derive substantial economic benefit from the
execution and delivery of the Lease.

As used in this Guaranty, references to the “knowledge” of Guarantor means the
actual knowledge of each and all of Eric Loughmiller, Warren Byrd and Kevin
Neal.

7. NOTICES. Any consents, notices, demands, requests, approvals or other
communications given under this Guaranty shall be given as provided in the
Lease, as follows:

(a) if to Guarantor at Guarantor’s address set forth on the first page of this
Guaranty, Attention: Michelle Mallon, with a copy to Winston & Strawn LLP, 35
West Wacker Drive, Chicago, Illinois 60601, Attention: Ankur Gupta; and

(b) if to Landlord, at Landlord’s address set forth on the signature page of the
Lease (with a copy to Landlord’s attorney as also set forth on the signature
page to the Lease); or to such other addresses as either Landlord or Guarantor
may designate by notice given to the other in accordance with the provisions of
this Section 7.

8. CONSENT TO JURISDICTION; WAIVER OF IMMUNITIES. The undersigned hereby
(a) consents and submits to the jurisdiction of the courts of the State of
Illinois and the federal courts sitting in the State of Illinois and shall be
subject to service of process in the State of Illinois with respect to any
dispute there arising, directly or indirectly, out of this Guaranty, (b) waives
any objections which the undersigned may have to the laying of venue in any such
suit, action or proceeding in either such court, (c) agrees to join Landlord in
any petition for removal or change of venue to either such court, and
(d) irrevocably designates and appoints Tenant as its authorized agent to accept
and acknowledge on its behalf service of process with respect to any disputes
arising, directly or indirectly, out of this Guaranty. The undersigned hereby
acknowledges and agrees that Landlord may obtain personal jurisdiction and
perfect service of process through Tenant as the undersigned agent, or by any
other means now or hereafter permitted by applicable law. Nothing above shall
limit Landlord’s choice of forum for purposes of enforcing this Guaranty.

9. FINANCIAL INFORMATION.

(a) Deliveries. Throughout the period of time during which Guarantor submits ‘34
Act filings on the Electronic Data Gathering, Analysis and Retrieval (EDGAR)
system of the Securities and Exchange Commission in accordance with the
Securities and Exchange Act of 1934, as amended from time to time (“Public
Filer”), Guarantor shall have no obligation to furnish Landlord with any
financial information and Landlord shall procure and such financial information
concerning Guarantor from publicly available information filed with, at the
direction of, or pursuant to the requirements of, the Securities and Exchange
Commission. In the event that, and at all times while, Guarantor is no longer a
Public Filer, then the following requirements shall apply: (i) from time to time
during the term of this Guaranty, but not more frequently than once in any
consecutive twelve month period (except in the event that Tenant is in Default
under the Lease or in the event that Landlord is pursuing a potential sale or
refinancing of the Premises), Guarantor shall deliver to Landlord, within ten
(10) business days following receipt of Landlord’s written request therefor, the
most currently available audited financial statements of

 

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Guarantor; and if no such audited financial statements have been theretofore
prepared and, therefore, are not available, then Guarantor shall instead deliver
to Landlord its most currently available unaudited balance sheet, operating
statement, income statement and statements of cash flow and equity; (ii) without
the need for Landlord to make any written request therefor, Guarantor shall
deliver to Landlord its annual federal tax returns within thirty (30) days after
the filing thereof with the Internal Revenue Service; and (iii) upon the
delivery of any such financial information described in clause (i) above,
Guarantor shall, as of the date of each such delivery, be deemed (unless
Guarantor specifically states otherwise in writing) to automatically represent
and warrant to Landlord that such financial information is true, accurate and
complete in all material respects, and that, except as specifically stated in
writing, there has been no material adverse change in the financial condition of
Guarantor from the date that such financial information was prepared through the
date such financial information is delivered to Landlord.

(b) Financial Covenant Compliance. To the knowledge of Guarantor, as of the date
hereof, Guarantor is not in default (nor has Guarantor received any written
notice alleging the occurrence of a default) under any of its financial
covenants set forth in any document evidencing or pertaining to its current
senior credit facility. For purposes of this Guaranty, any reference to “Senior
Debt” shall mean Guarantor’s current senior credit facility, as that facility
may be renewed, amended, modified, restated, rearranged or refinanced, and any
credit facility into which Guarantor enters during the term of this Guaranty
that replaces or provides credit in lieu of that current senior credit facility
or any replacement or substitute facility, as the case may be. Guarantor shall
provide to Landlord written notice of any default by Guarantor under any of its
financial covenants set forth in any document evidencing or pertaining to its
Senior Debt (the “Debt Covenants”), such notice to be delivered by Guarantor to
Landlord within twenty (20) days after Guarantor first obtains knowledge of such
default (a “Debt Covenant Default”) or, if Guarantor is entitled to notice of
such Debt Covenant Default under the applicable loan documents, within twenty
(20) days after receipt by Guarantor of such notice of such Debt Covenant
Default. Notwithstanding the foregoing, throughout the period of time during
which the Guarantor is a Public Filer, notice of any Debt Covenant Default by
Guarantor shall be deemed given to Landlord in satisfaction of Guarantor’s
obligations hereunder if such Debt Covenant Default is disclosed in a form 8-K
filed by Guarantor or in any other publicly available information filed with, at
the direction of, or pursuant to the requirements of, the Securities and
Exchange Commission.

10. ASSIGNMENT; SALE OF ASSETS; CHANGE IN CONTROL. Guarantor shall have the
right to freely, and without the obligation to obtain Landlord’s consent
thereto, (a) assign (whether directly or indirectly), in whole or in part, this
Guaranty, or (b) allow this Guaranty to be transferred, in whole or in part and
whether directly or indirectly, by operation of law or by merger or dissolution,
or (c) sell, transfer or convey (whether directly or indirectly) some or all of
its tangible and intangible assets to any entity that is not controlled by, or
under common control with, Guarantor, or (d) transfer a controlling interest
(i.e. greater than a forty-nine percent (49.0%) voting or non-voting ownership
interest) of stock, membership interests or partnership interests in Guarantor
(each of (a) through (d) being referred to herein as a “Transfer”), provided
that immediately following the applicable Transfer the successor Guarantor
resulting from such Transfer (the “Successor Guarantor”) has a net worth, as
determined in accordance with generally accepted accounting principles (“GAAP”),
that equals or exceeds Four Hundred Fifty Million Dollars ($450,000,000) (the
“Threshold Net Worth”). Guarantor shall provide written notice to Landlord of
any Transfer no later than ten (10) days prior to the consummation of the
Transfer and, at that time, Guarantor shall also advise Landlord, in writing,
whether or not the Successor Guarantor shall satisfy the Threshold Net Worth
requirement immediately upon the consummation of the Transfer. Prior to the
consummation of the Transfer, Guarantor shall also deliver to Landlord whatever
information and documentation Landlord reasonably requests in order to evidence
the Successor Guarantor’s net worth, as determined in accordance with GAAP
(“GAAP Net Worth”), as such GAAP Net Worth shall exist immediately upon the
consummation of the then-pending Transfer. In the event that immediately after
any such Transfer, the Successor Guarantor would not have a GAAP Net Worth that
equals or exceeds the Threshold Net Worth (a “Net Worth Deficiency”), Guarantor
shall have the right to proceed with the then-pending Transfer if and only if
Guarantor or the Successor Guarantor deposits, or causes to be deposited, with
Landlord a Net Worth Security LC (as defined hereinbelow) prior to the
consummation of the then-pending Transfer. Further, following any such Transfer
in which a Net Worth Security LC is required to be deposited with Landlord, the
Successor Guarantor shall continue to maintain with Landlord a Net Worth
Security LC at all such times during the Term in which a Net Worth Deficiency
continues to exist on the part of the Successor Guarantor. As used herein, a
“Net Worth Security LC” shall mean an irrevocable and unconditional (except as
provided in (e) below) standby letter of credit (a) in an amount equal to the
amount set forth in the table below opposite the corresponding GAAP Net Worth of
the Successor Guarantor, as also set forth in

 

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the table below (the “Stated Amount”); (b) issued by a federal or state
chartered bank or other financial institution reasonably acceptable to Landlord
(the “Issuer”); (c) naming Landlord as beneficiary; (d) having a stated
expiration date not earlier than one (1) year after its date of issuance and
automatically renewing for one (1) year periods unless the Issuer provides
Landlord with at least 60 days’ advance written notice that the Net Worth
Security LC will not be renewed; (e) being payable upon presentation of sight
drafts accompanied only by Landlord’s statement that it is entitled to the
amount drawn in accordance with this Guaranty; and (f) allowing partial and
multiple drawings.

 

GAAP Net Worth of Successor Guarantor

  

Stated Amount of Net Worth Security LC

$400,000,000.00 - $449,999,999.99

   1 year of then-current Base Rent

$350,000,000.00 - $399,999,999.99

   1  1/2 years of then-current Base Rent

$349,999,999.99 or less

   2 years of then-current Base Rent

Notwithstanding the foregoing, in the event that: (x) the expiration date of any
Net Worth Security LC occurs before the earlier of (i) the date on which
Landlord is required to release and return the Net Worth Security LC to
Guarantor or the Successor Guarantor, as the case may be, pursuant to the
requirements of this Section 10 or (ii) the expiration date of the Lease term,
(y) the Issuer has advised Landlord that the Issuer will not automatically renew
the Net Worth Security LC; and (z) Guarantor or the Successor Guarantor, as the
case may be, fails to deliver to Landlord, at least forty-five (45) days prior
to the expiration of such Net Worth Security LC either (A) an amendment thereto
extending the expiration date of such Net Worth Security LC for not less than
twelve (12) months, or (B) a new Net Worth Security LC, in form and substance in
accordance with (a) through (f) above, then Landlord may draw on such Net Worth
Security LC and apply the proceeds in whatever manner or for whatever purpose
Landlord reasonably deems appropriate in the event that either or both
(i) Tenant Defaults under the Lease or (ii) Guarantor defaults under this
Guaranty (in addition to any other remedies available to Landlord under this
Guaranty). If Tenant Defaults under the Lease or Guarantor defaults hereunder,
Landlord may, without notice to Guarantor or the Successor Guarantor, as the
case may be, draw on the Net Worth Security LC and apply the proceeds in
whatever manner Landlord deems appropriate, in addition to any and all other
remedies available to Landlord under the Lease and this Guaranty. In the event
Landlord draws against the Net Worth Security LC, Guarantor shall, upon demand,
at Guarantor’s option, immediately either (aa) deposit with Landlord a sum of
cash equal to amount drawn under the Net Worth Security LC or (bb) deliver to
Landlord an additional Net Worth Security LC in an amount equal to the amount
drawn. Landlord may deliver the Net Worth Security LC to any purchaser or other
assignee of Landlord’s interest in the Premises, whereupon Landlord shall be
discharged from any further liability with respect to the Net Worth Security LC.
In the event that Landlord exercises its rights under the preceding sentence,
Guarantor shall fully cooperate with Landlord, in all reasonable respects, to
cause the Net Worth Security LC to be assigned and conveyed to, or reissued to,
such purchaser. The Successor Guarantor will be solely responsible for any fees
or charges imposed in connection with the issuance or replacement of the Net
Worth Security LC, and Landlord will be solely responsible for any bank fees or
charges imposed in connection with any transfer or reissuance of the Net Worth
Security LC that occurs in connection with an assignment of the Lease and this
Guaranty.

Provided that no Default under the Lease then exists and no default under this
Guaranty then exists, Landlord will deliver the Net Worth Security LC to the
Issuer for cancellation within thirty (30) days after the first to occur of
(1) the expiration of the Lease term or (2) such sooner date on which the
Successor Guarantor demonstrates, to the reasonable satisfaction of Landlord,
that the Successor Guarantor has a GAAP Net Worth that equals or exceeds the
Threshold Net Worth and has maintained a GAAP Net Worth that equals or exceeds
the Threshold Net Worth for six (6) consecutive calendar months.

If, at any time or from time to time during any period that Landlord is holding
a Net Worth Security LC, the Base Rent (as defined in the Lease) increases
pursuant to the requirements of the Lease, then within fifteen (15) business
days of the date on which the Base Rent adjustment occurs under the Lease,
Guarantor shall deliver to Landlord either (AA) an amendment to the Net Worth
Security LC, increasing the amount thereto to an amount that satisfies the
requirements of the table set forth above, based on the then-current annual Base
Rent due under the Lease (and assuming that Guarantor’s GAAP Net Worth is the
same amount as it was when the Net Worth Security LC was originally issued) or
(BB) a new Net Worth Security LC, in form and substance in accordance with the
requirements

 

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of (a) through (f) above, but in an amount that satisfies the requirements of
the table set forth above, based on the then-current Base Rent due under the
Lease (and assuming that Guarantor’s GAAP Net Worth is the same amount as it was
when the Net Worth Security LC was originally issued).

11. MISCELLANEOUS.

(a) Guarantor further agrees that Landlord may, without notice, assign this
Guaranty in whole or in part to any successor to Landlord’s interest under the
Lease. If Landlord disposes of its interest in the Lease, “Landlord,” as used in
this Guaranty, shall mean Landlord’s successors and assigns; provided, however,
in the event of any such assignment of this Guaranty by Landlord, Guarantor
shall have no obligation hereunder to Landlord’s successors or assigns until
such time as Guarantor shall have received written notice from Landlord of any
such assignment.

(b) Guarantor promises to pay all of Landlord’s expenses, including, without
limitation, reasonable attorneys’ fees and costs, incurred by Landlord in
enforcing the terms and conditions of this Guaranty.

(c) Guarantor shall, from time to time within ten (10) business days after
receipt of Landlord’s written request therefor, but not more than once per
calendar year during the Term (except that such obligation shall not be subject
to a once per year annual limitation in the event of (i) a Default by Tenant
under the Lease, (ii) a default by Guarantor hereunder, (iii) a potential sale
or financing of the Premises by Landlord), execute, acknowledge and deliver to
Landlord a statement certifying that this Guaranty is unmodified and in full
force and effect (or if there have been modifications, that the same is in full
force and effect as modified and stating such modifications). Such certificate
may be relied upon by any prospective purchaser, lessor or lender of all or a
portion of the Premises and/or Property.

(d) If any portion of this Guaranty shall be deemed invalid, unenforceable or
illegal for any reason, such invalidity, unenforceability or illegality shall
not affect the balance of this Guaranty, which shall remain in full force and
effect to the maximum permitted extent.

(e) The provisions, covenants and guaranties of this Guaranty shall be binding
upon Guarantor and its successors and assigns, and shall inure to the benefit of
Landlord and its successors and assigns, and shall not be deemed waived or
modified unless such waiver or modification is specifically set forth in
writing, executed by Landlord or its successors and assigns, and delivered to
Guarantor.

(f) Whenever the words “include”, “includes”, or “including” are used in this
Guaranty, they shall be deemed to be followed by the words “without limitation”,
and, whenever the circumstances or the context requires, the singular shall be
construed as the plural, the masculine shall be construed as the feminine and/or
the neuter and vice versa. This Guaranty shall be interpreted and enforced
without the aid of any canon, custom or rule of law requiring or suggesting
construction against the party drafting or causing the drafting of the provision
in question.

(g) Each of the rights and remedies herein provided are cumulative and not
exclusive of any rights or remedies provided by law or in the Lease or this
Guaranty.

(h) The provisions of this Guaranty shall be governed by and interpreted solely
in accordance with the internal laws of the State of Illinois, without giving
effect to the principles of conflicts of law.

(i) The execution of this Guaranty prior to execution of the Lease shall not
invalidate this Guaranty or lessen the Obligations of Guarantor hereunder.

[Signature Page to Follow]

 

7



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IN WITNESS WHEREOF, Guarantor has executed this Guaranty as of the day and year
first above written.

 

GUARANTOR:

KAR Holdings, Inc.

a Delaware corporation

By:   /s/ Rebecca C. Polak Name:   Rebecca C. Polak Its:   EVP, General
Counsel & Secretary

 

- S-1 -
{'dataset': 'atticus_contracts'}