Common use of COMMISSION AND TRANSACTION FEES Clause in Contracts

COMMISSION AND TRANSACTION FEES. On the first Banking Day of each November, February, May and August of each year (each of which days is hereafter referred to in this Section 3.01(b)(2) as a "COMMISSION DUE DATE"), the Company shall pay to the Bank a commission for maintaining the 1994 Direct-Pay Letter of Credit, computed on the adjusted 1994 Maximum Available Credit at a rate per annum equal to the Applicable Credit Enhancement Letter of Credit Commission Due Date, for the period beginning on the Commission Due Date and ending on the next following Commission Due Date. As used in the preceding sentence, the term "ADJUSTED 1994 REFUNDING MAXIMUM AVAILABLE CREDIT" means the 1994 Refunding Maximum Available Credit as it is scheduled to increase and decrease during the period beginning on a Commission Due Date and ending on the following Commission Due Date by reason of anticipated draws for scheduled payments of principal and interest on the 1994 Refunding Bonds, and assuming the reinstatement of the availability of all Interest Drawings to the extent provided for in the 1994 Refunding Direct-Pay Letter of Credit, provided that for purposes of computing each annual commission, the amount of an Interest Drawing which is subject to automatic reinstatement will be considered to be reinstated as of the date of such drawing. There shall be no reduction in the amount of commission due and payable on any Commission Due Date, nor shall any refund of commission be due the Company on account of full or partial prepayment of the 1994 Refunding Bonds or because of the cancellation of the Pledged Bonds purchased with the proceeds of a Remarketing Drawing during the year following the Commission Due Date as of which the amount of such commission is established or on account of the election of the Bank not to restore the availability of any Interest Drawing. The amount of the commission due and payable as of any Commission Due Date shall not be reduced, nor shall any refund of the commission be due because of cancellation or termination of the 1994 Refunding Direct-Pay Letter of Credit for whatever reason nor shall the amount of the commission due and payable as of any Commission Due Date be reduced or refunded for any other reason, except that, so long as the Company's fiscal year ends in August, upon delivery to the Bank by the Company of the Company's annual audited Financial Statements for the Company's fiscal year ended prior to any Commission Due Date in any

COMMISSION AND TRANSACTION FEES. On the first Banking Day of each November, February, May and August November of each year from and after the Closing Date (each of which days is hereafter referred to in this Section 3.01(b)(23.01(a)(3) as a "COMMISSION DUE DATE"), the Company shall pay to the Bank a commission for maintaining the 1994 1993 Direct-Pay Letter of Credit, computed on the adjusted 1994 1993 Maximum Available Credit at a rate per annum equal to the Applicable Credit Enhancement Letter of Credit Commission Rate in effect for each such Commission Due Date, for the period beginning on the Commission Due Date and ending on the next following Commission Due Date. As used in the preceding sentence, the term "ADJUSTED 1994 REFUNDING 1993 MAXIMUM AVAILABLE CREDIT" means the 1994 Refunding 1993 Maximum Available Credit as it is scheduled to increase and decrease during the period beginning on a Commission Due Date and ending on the following Commission Due Date by reason of anticipated draws for scheduled payments of principal and interest on the 1994 Refunding 1993 Bonds, and assuming the reinstatement of the availability of all Interest Drawings to the extent provided for in the 1994 Refunding 1993 Direct-Pay Letter of Credit, provided that for purposes of computing each annual commission, the amount of an Interest Drawing which is subject to automatic reinstatement will be considered to be reinstated as of the date of such drawingDrawing. There shall be no reduction in the amount of commission due and payable on any Commission Due Date, nor shall any refund of commission be due the Company on account of full or partial prepayment of the 1994 Refunding 1993 Bonds or because of the cancellation of the Pledged Bonds purchased with the proceeds of a Remarketing Drawing during the year following the Commission Due Date as of which the amount of such commission is established or on account of the election of the Bank not to restore the availability of any Interest Drawing. The amount of the commission due and payable as of any Commission Due Date shall not be reduced, nor shall any refund of the commission be due because of cancellation or termination of the 1994 Refunding 1993 Direct-Pay Letter of Credit for whatever reason nor shall the amount of the commission due and payable as of any Commission Due Date be reduced or refunded for any other reason, except that, so long as the Company's fiscal year ends in August, upon delivery to the Bank by the Company of the Company's annual audited Financial Statements for the Company's fiscal year ended prior to any Commission Due Date in anyany calendar year, the commission due on that Commission Due Date shall be recalculated on the basis of the Ratio of Total Funded Debt to EBITDA as indicated by such audited Financial

COMMISSION AND TRANSACTION FEES. On the first Banking Day of each November, February, May and August of each year (each of which days is hereafter referred to in this Section 3.01(b)(23.01(a)(2) as a "COMMISSION DUE DATE"), the Company shall pay to the Bank a commission for maintaining the 1994 1993 Direct-Pay Letter of Credit, computed on the adjusted 1994 1993 Refunding Maximum Available Credit at a rate per annum equal to the Applicable Credit Enhancement Letter of Credit Commission Rate in effect for each Commission Due Date, for the period beginning on the Commission Due Date and ending on the next following Commission Due Date. As used in the preceding sentence, the term "ADJUSTED 1994 REFUNDING 1993 MAXIMUM AVAILABLE CREDITCredit" means the 1994 Refunding 1993 Maximum Available Credit as it is scheduled to increase and decrease during the period beginning on a Commission Due Date and ending on the following Commission Due Date by reason of anticipated draws for scheduled payments of principal and interest on the 1994 Refunding 1993 Bonds, and assuming the reinstatement of the availability of all Interest Drawings to the extent provided for in the 1994 Refunding 1993 Direct-Pay Letter of Credit, provided that for purposes of computing each annual commission, the amount of an Interest Drawing which is subject to automatic reinstatement will be considered to be reinstated as of the date of such drawingDrawing. There shall be no reduction in the amount of commission due and payable on any Commission Due Date, nor shall any refund of commission be due the Company on account of full or partial prepayment of the 1994 Refunding 1993 Bonds or because of the cancellation of the Pledged Bonds purchased with the proceeds of a Remarketing Drawing during the year following the Commission Due Date as of which the amount of such commission is established or on account of the election of the Bank not to restore the availability of any Interest Drawing. The amount of the commission due and payable as of any Commission Due Date shall not be reduced, nor shall any refund of the commission be due because of cancellation or termination of the 1994 Refunding 1993 Direct-Pay Letter of Credit for whatever reason nor shall the amount of the commission due and payable as of any Commission Due Date be reduced or refunded for any other reason, except that, so long as the Company's fiscal year ends in August, upon delivery to the Bank by the Company of the Company's annual audited Financial Statements for the Company's fiscal year ended prior to any Commission Due Date in anyany calendar year, the commission due on that Commission Due Date shall be recalculated on the basis of the Ratio of Total Funded Debt to EBITDA as indicated by such audited Financial Statements. If the amount of the commission as so recalculated is greater or less than the amount of commission paid on such Commission Due Date, then the Bank will refund to the Company the excess of the amount of the commission paid on such Commission Due Date over the commission determined in accordance with such recalculation, or the Company will pay to the Bank the excess of the commission determined in accordance with such recalculation over the commission paid on such Commission Due Date, such refund or such payment of additional commission to be due within ten (10) days following delivery of such annual audited Financial Statements. A transaction fee shall be payable by the Company to the Bank for each Drawing under the 1993 Direct-Pay Letter of Credit in the amount of One-Eighth of One Percent (1/8%) of the amount of the Drawing or Sixty-Five Dollars ($65.00), whichever is greater. Transaction fees on account of Drawings shall be due on the day when the Drawing is paid by the Bank. On the Banking Day preceding each Commission Due Date, the Company shall deposit into the Designated Account such amount as may be necessary to cause the balance of the Designated Account to be not less than the amount of commission due on such Commission Due Date, plus any other amounts required to be on deposit in the Designated Account on such date pursuant to other provisions of this Agreement. The Bank shall be entitled, without further authorization from the Company, to charge the amount of the commission due on each Commission Due Date to the Designated Account, and if the balance of the Designated Account is insufficient to satisfy the entire amount then due to the Bank on account of the commission, the Bank may, without further authorization of the Company, charge such deficiency to any other deposit account of the Company maintained with the Bank. All commissions and fees payable under the terms of this Section 3.01(a)(2) shall be payable with interest at the Prime Rate, plus the Applicable Spread, plus Two Percent (2%) per annum from the date due until paid. If the 1993 Direct-Pay Letter of Credit is transferred to a new beneficiary pursuant to the terms thereof, then the Company covenants and agrees to pay to the Bank promptly upon its demand a transfer fee in the amount then customarily assessed by the Bank for transfers of letters of credit of the same type and amount as the 1993 Direct-Pay Letter of Credit.

COMMISSION AND TRANSACTION FEES. On October 1, 1995, and on the first Banking Day of each November, February, May and August of each year calendar quarter thereafter (each of which days is hereafter referred to in this Section 3.01(b)(2) as a "COMMISSION DUE DATECommission Due Date"), the Company . ADESA shall pay to Bank One for the Bank benefit of the Banks a commission for issuing and maintaining the 1994 Direct-Pay Letter of CreditCredit for the calendar quarter in which such Commission Due Date occurs, computed on the adjusted 1994 Maximum Available Credit at a rate per annum rate equal to the Applicable Credit Enhancement Letter of Credit Commission Due DateRate then in effect on the Maximum Available Credit which commission shall be shared pro rata with the Banks less a .125% Agent fee, for and ADESA shall also pay to Bank One solely an administration fee in the amount of one-eighth percent (1/8%) per annum of the Maximum Available Credit, in each case as the Maximum Available Credit is scheduled to increase and decrease during the period beginning on the Commission Due Date and ending on the next following Commission Due Date. As used last day of the calendar quarter in which the preceding sentence, the term "ADJUSTED 1994 REFUNDING MAXIMUM AVAILABLE CREDIT" means the 1994 Refunding Maximum Available Credit as it is scheduled to increase and decrease during the period beginning on a Commission Due Date and ending on the following Commission Due Date occurs by reason of anticipated draws for scheduled payments of principal and interest on the 1994 Refunding BondsFloating Rate Notes, and assuming the reinstatement of the availability of all Interest Drawings to the extent provided for in the 1994 Refunding Direct-Pay Letter of Credit, ; provided that for purposes of computing each annual commissioncommission and administration fee, the amount of an Interest Drawing which is subject to automatic reinstatement will be considered to be reinstated as of the date of such drawingDrawing. There shall be no reduction in the amount of commission or administration fee due and payable on any Commission Due Date, nor shall any refund of commission or administration fee be due the Company ADESA on account of full or partial prepayment of the 1994 Refunding Bonds Floating Rate Notes or because of the cancellation of the Pledged Bonds Notes purchased with the proceeds of a Remarketing Drawing during the year quarter following the Commission Due Date as of which the amount of such commission or administration fee is established or on account of the election of the Bank One not to restore the availability of any Interest Drawing. The amount of the commission and administration fee due and payable as of any Commission Due Date shall not be reduced, nor shall any refund of the commission or administration fee be due because of cancellation or termination of the 1994 Refunding Direct-Pay Letter of Credit for whatever reason nor shall reason, with the exception only that if the Letter of Credit is replaced with an "Alternate Letter of Credit" (as provided for in the Trust Indenture) within six (6) months following an increase of twenty percent (20%) or more in the amount of the commission due and payable as Letter of Credit commission, which increase is imposed by Bank One pursuant to the provisions of Section 3.d, then Bank One shall make a pro rata refund to ADESA of any Commission Due Date Letter of Credit commission which shall have been paid for a period which shall not have expired on the date the Letter of Credit is replaced. A transaction fee shall be reduced payable by ADESA to Bank One for each Drawing under the Letter of Credit in the amount of one-eighth of one percent (1/8%) of the amount of the Drawing or refunded Sixty Dollars ($60.00), whichever is greater. Transaction fees on account of Drawings shall be due on the day when the Drawing is paid by Bank One. All commissions and fees payable under the terms of this Section 3.c shall be payable with interest at the Prime Rate plus two and three-quarters percent (2-3/4%) per annum from the date due until paid. If the Letter of Credit is transferred to a new beneficiary pursuant to the terms thereof, then ADESA promises to pay to Bank One promptly upon its demand a transfer fee in the amount then customarily assessed by Bank One for any other reason, except that, so long transfers of letters of credit of the same type and amount as the Company's fiscal year ends in AugustLetter of Credit. The administration fee, upon delivery transaction fees and transfer fee are payable solely to Bank One and will not be shared with the Bank by the Company of the Company's annual audited Financial Statements for the Company's fiscal year ended prior to any Commission Due Date in anyBanks.

COMMISSION AND TRANSACTION FEES. On the first Banking Day of each November, February, May and August of each year (each of which days is hereafter referred to in this Section 3.01(b)(2) as a "COMMISSION DUE DATE")Commission Due Date, the Company Borrower shall pay to the Bank Enhancement Issuer a commission for maintaining the 1994 Direct-Pay Letter of Credit, computed on the adjusted 1994 Refunding Maximum Available Credit at a rate per annum equal to the Applicable Credit Enhancement Letter of Credit LC Fee in effect for each Commission Due Date, for the period beginning on the Commission Due Date and ending on the next following Commission Due Date. As used in the preceding sentence, the term "ADJUSTED adjusted 1994 REFUNDING MAXIMUM AVAILABLE CREDITRefunding Maximum Available Credit" means the 1994 Refunding Maximum Available Credit as it is scheduled to increase and decrease during the period beginning on a Commission Due Date and ending on the following Commission Due Date by reason of anticipated draws for scheduled payments of principal and interest on the 1994 Refunding Bonds, and assuming the reinstatement of the availability of all Interest Drawings to the extent provided for in the 1994 Refunding Direct-Pay Letter of Credit, provided that for purposes of computing each annual commission, the amount of an Interest Drawing which is subject to automatic reinstatement will be considered to be reinstated as of the date of such drawing. There shall be no reduction in the amount of commission due and payable on any Commission Due Date, nor shall any refund of commission be due the Company Borrower on account of full or partial prepayment of the 1994 Refunding Bonds or because of the cancellation of the Pledged Bonds purchased with the proceeds of a Remarketing Drawing during the year following the Commission Due Date as of which the amount of such commission is established or on account of the election of the Bank Enhancement Issuer not to restore the availability of any Interest Drawing. The amount of the commission due and payable as of any Commission Due Date shall not be reduced, nor shall any refund of the commission be due because of cancellation or termination of the 1994 Refunding Direct-Pay Letter of Credit for whatever reason nor shall the amount of the commission due and payable as of any Commission Due Date be reduced or refunded for any other reason, except that, so long as the CompanyBorrower's fiscal year ends in Auguston or about August 31, upon delivery to the Bank Agent by the Company Borrower of the CompanyBorrower's annual audited Financial Statements for the CompanyBorrower's fiscal year ended prior to any Commission Due Date in anyany calendar year, the commission due on that Commission Due Date shall be recalculated on the basis of the ratio of the Leverage Ratio as indicated by such audited Financial Statements. If the amount of commission as so recalculated is greater or less than the amount of commission paid on such Commission Due Date, then the Enhancement Issuer will refund to the Borrower the excess of the amount of the commission paid on such Commission Due Date over the commission determined in accordance with such recalculation (and each Lender shall pay to the Agent, for the account of the Enhancement Issuer, its Pro Rata Share of the Enhancement Issuer's refund to the Borrower), or the Borrower will pay to the Enhancement Issuer the excess of the commission determined in accordance with such recalculation over the commission paid on such Commission Due Date, such refund or such payment of additional commission to be due within ten (10) days following delivery of such annual audited financial statements. A transaction fee shall be payable by the Borrower to the Enhancement Issuer (solely for its own account) for each Drawing under the 1994 Refunding Direct-Pay Letter of Credit in the amount of One-Eighth of One Percent (1/8%) of the amount of the Drawing or Sixty-Five Dollars ($65.00), whichever is greater. Transaction fees on account of Drawings shall be due on the day when the Drawing is paid by the Enhancement Issuer. On the Business Day preceding each Commission Due Date, the Borrower shall deposit into the Designated Account, such amount as may be necessary to cause the balance of the Designated Account to be not less than the amount of commission due on such Commission Due Date, plus any other amounts required to be on deposit in the Designated Account on such date pursuant to other provisions of this Agreement. The Enhancement Issuer shall be entitled, without further authorization from the Borrower, to direct the Agent to charge the amount of the commission due on each Commission Due Date to the Designated Account, and if the balance of the Designated Account is insufficient to satisfy the entire amount then due to the Enhancement Issuer on account of the commission, the Enhancement Issuer may, without further authorization of the Borrower, charge such deficiency to any other deposit account of the Borrower maintained with the Enhancement Issuer. All commissions and fees payable under the terms of this Section 2.22.2 shall be payable with interest at the Floating Rate, plus Two Percent (2%) per annum from the date due until paid. If the 1994 Refunding Direct-Pay Letter of Credit is transferred to a new beneficiary pursuant to the terms thereof, then the Borrower covenants and agrees to pay to the Enhancement Issuer (solely for its own account) promptly upon its demand a transfer fee in the amount then customarily assessed by the Enhancement Issuer for transfers of letters of credit of the same type and amount as the 1994 Refunding Direct-Pay Letter of Credit.

COMMISSION AND TRANSACTION FEES. On the first Banking Day of each November, February, May and August of each year (each of which days is hereafter referred to in this Section 3.01(b)(2) as a "COMMISSION DUE DATE")Commission Due Date, the Company Borrower shall pay to the Bank Enhancement Issuer a commission for maintaining the 1994 1993 Direct-Pay Letter of Credit, computed on the adjusted 1994 1993 Maximum Available Credit at a rate per annum equal to the Applicable Credit Enhancement Letter of Credit LC Fee in effect for each Commission Due Date, for the period beginning on the Commission Due Date and ending on the next following Commission Due Date. As used in the preceding sentence, the term "ADJUSTED 1994 REFUNDING MAXIMUM AVAILABLE CREDITadjusted 1993 Maximum Available Credit" means the 1994 Refunding 1993 Maximum Available Credit as it is scheduled to increase and decrease during the period beginning on a Commission Due Date and ending on the following Commission Due Date by reason of anticipated draws for scheduled payments of principal and interest on the 1994 Refunding 1993 Bonds, and assuming the reinstatement of the availability of all Interest Drawings to the extent provided for in the 1994 Refunding 1993 Direct-Pay Letter of Credit, provided that for purposes of computing each annual commission, the amount of an Interest Drawing which is subject to automatic reinstatement will be considered to be reinstated as of the date of such drawingDrawing. There shall be no reduction in the amount of commission due and payable on any Commission Due Date, nor shall any refund of commission be due the Company Borrower on account of full or partial prepayment of the 1994 Refunding 1993 Bonds or because of the cancellation of the Pledged Bonds purchased with the proceeds of a Remarketing Drawing during the year following the Commission Due Date as of which the amount of such commission is established or on account of the election of the Bank not to restore the availability of any Interest Drawing. The amount of the commission due and payable as of any Commission Due Date shall not be reduced, nor shall any refund of the commission be due because of cancellation or termination of the 1994 Refunding 1993 Direct-Pay Letter of Credit for whatever reason nor shall the amount of the commission due and payable as of any Commission Due Date be reduced or refunded for any other reason, except that, so long as the CompanyBorrower's fiscal year ends in Auguston or about August 31, upon delivery to the Bank Agent by the Company Borrower of the CompanyBorrower's annual audited Financial Statements for the CompanyBorrower's fiscal year ended prior to any Commission Due Date in anyany calendar year, the commission due on that Commission Due Date shall be recalculated on the basis of the Leverage Ratio as indicated by such audited Financial Statements. If the amount of the commission as so recalculated is greater or less than the amount of commission paid on such Commission Due Date, then the Enhancement Issuer will refund to the Borrower the excess of the amount of the commission paid on such Commission Due Date over the commission determined in accordance with such recalculation (and each Lender shall pay to the Agent, for the account of the Enhancement Issuer, its Pro Rata Share of the Enhancement Issuer's refund to the Borrower), or the Borrower will pay to the Enhancement Issuer the excess of the commission determined in accordance with such recalculation over the commission paid on such Commission Due Date, such refund or such payment of additional commission to be due within ten (10) days following delivery of such annual audited Financial Statements. A transaction fee shall be payable by the Borrower to the Enhancement Issuer (solely for its own account) for each Drawing under the 1993 Direct-Pay Letter of Credit in the amount of One-Eighth of One Percent (1/8%) of the amount of the Drawing or Sixty-Five Dollars ($65.00), whichever is greater. Transaction fees on account of Drawings shall be due on the day when the Drawing is paid by the Bank. On the Business Day preceding each Commission Due Date, the Borrower shall deposit into the Designated Account such amount as may be necessary to cause the balance of the Designated Account to be not less than the amount of commission due on such Commission Due Date, plus any other amounts required to be on deposit in the Designated Account on such date pursuant to other provisions of this Agreement. The Enhancement Issuer shall be entitled, without further authorization from the Borrower, to direct the Agent to charge the amount of the commission due on each Commission Due Date to the Designated Account, and if the balance of the Designated Account is insufficient to satisfy the entire amount then due to the Enhancement Issuer on account of the commission, the Enhancement Issuer may, without further authorization of the Borrower, charge such deficiency to any other deposit account of the Borrower maintained with the Enhancement Issuer. All commissions and fees payable under the terms of this Section 2.21(ii) shall be payable with interest at the Floating Rate, plus Two Percent (2%) per annum from the date due until paid. If the 1993 Direct-Pay Letter of Credit is transferred to a new beneficiary pursuant to the terms thereof, then the Borrower covenants and agrees to pay to the Enhancement Issuer (solely for its own account) promptly upon its demand a transfer fee in the amount then customarily assessed by the Enhancement Issuer for transfers of letters of credit of the same type and amount as the 1993 Direct-Pay Letter of Credit.