INTELLECTUAL PROPERTY SECURITY AGREEMENT

Exhibit 10.4

INTELLECTUAL PROPERTY SECURITY AGREEMENT

This INTELLECTUAL PROPERTY SECURITY AGREEMENT, dated as of April 20, 2007 (as amended, supplemented or otherwise modified from time to time, the “Intellectual Property Security Agreement”), is made by each of the signatories hereto (collectively, the “Grantors”) in favor of Bear Xxxxxxx Corporate Lending Inc., as administrative agent (in such capacity, the “Administrative Agent”) for the Secured Parties (as defined in the Credit Agreement referred to below).

A. KAR Holdings, Inc., a Delaware corporation (the “Borrower”), and KAR Holdings II, LLC, a Delaware limited liability company (“Holdings”), have entered into the Credit Agreement, dated as of even date herewith (as amended, supplemented, or otherwise modified from time to time, the “Credit Agreement”), the financial institutions from time to time party thereto as lenders (the “Lenders”), Bear, Xxxxxxx & Co. Inc. and UBS Securities LLC, as joint lead arrangers, UBS Securities LLC, as syndication agent, Xxxxxxx Xxxxx Credit Partners L.P. and Deutsche Bank Securities Inc., as co-documentation agents, Bear, Xxxxxxx & Co. Inc., UBS Securities LLC and Xxxxxxx Xxxxx Credit Partners L.P., as joint bookrunners, the Administrative Agent and other parties from time to time signatory thereto.

B. It is a condition precedent to the obligation of the Lenders to make their respective extensions of credit to the Borrower under the Credit Agreement that the Grantors shall have executed and delivered that certain Guarantee and Collateral Agreement, dated as of even date herewith in favor of the Administrative Agent (as amended, supplemented, replaced or otherwise modified from time to time, the “Guarantee and Collateral Agreement”). Capitalized terms used and not defined herein have the meanings given such terms in the Credit Agreement or the Guarantee and Collateral Agreement, as applicable.

C. Under the terms of the Guarantee and Collateral Agreement, the Grantors have granted a security interest in certain Property, including without limitation certain Intellectual Property of the Grantors to the Administrative Agent, for the benefit of the Secured Parties, and have agreed as a condition thereof to execute this Intellectual Property Security Agreement for recording with the United States Patent and Trademark Office, the United States Copyright Office, and other applicable Governmental Authorities.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Grantors agree as follows:

SECTION 1. Grant of Security. Each Grantor hereby grants to the Administrative Agent for the benefit of the Secured Parties a security interest in and to all of such Grantor’s right, title and interest in and to all of the following property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Obligations (as defined in the Guarantee and Collateral Agreement):

(a) (i) all United States trademarks, service marks, trade names, domain names, corporate names, company names, business names, trade dress, trade styles or logos and all registrations of and applications to register the foregoing (except for “intent-to-use” applications for trademark or service xxxx registrations filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, unless and until an Amendment to Allege Use or a Statement of Use under Sections 1(c) and 1(d) of said Act has been filed and accepted) and any new renewals thereof, including each registration and application identified in Schedule 1, (ii) the right to xxx or otherwise recover for any and all past, present and future infringements and dilutions thereof, (iii) all income, royalties, damages and other payments now and

hereafter due and/or payable with respect thereto (including payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements and dilutions thereof) and (iv) all other rights of any kind whatsoever accruing thereunder or pertaining thereto, together in each case with the goodwill of the business connected with the use of, and symbolized by, each of the above;

(b) (i) all United States patents, patent applications, including without limitation each issued patent and patent application identified on Schedule 1, (ii) all inventions and improvements described and claimed therein, (iii) the right to xxx or otherwise recover for any and all past, present and future infringements thereof, (iv) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof) and (v) all reissues, divisions, continuations, continuations-in-part, substitutes, renewals, and extensions thereof, all improvements thereon and all other rights of any kind whatsoever accruing thereunder or pertaining thereto;

(c) (i) all United States copyrights, whether or not the underlying works of authorship have been published, and all copyright registrations and copyright applications, and any renewals or extensions thereof, including each registration identified on Schedule 1, (ii) the right to xxx or otherwise recover for any and all past, present and future infringements thereof, (iii) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof) and (iv) all other rights of any kind whatsoever accruing thereunder or pertaining thereto; and

(d) any and all Proceeds of the foregoing.

SECTION 2. Recordation. Each Grantor authorizes and requests that the United States Register of Copyrights or the United States Commissioner of Patents and Trademarks, as applicable, record this Intellectual Property Security Agreement.

SECTION 3. Execution in Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by telecopy or electronic pdf), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

SECTION 4. Governing Law. This Intellectual Property Security Agreement shall be governed by, and construed and interpreted in accordance with, the law of the State of New York.

SECTION 5. Conflict Provision. This Intellectual Property Security Agreement has been entered into in conjunction with the provisions of the Guarantee and Collateral Agreement and the Credit Agreement. The rights and remedies of each party hereto with respect to the security interest granted herein are without prejudice to, and are in addition to those set forth in the Guarantee and Collateral Agreement and the Credit Agreement, all terms and provisions of which are incorporated herein by reference. In the event that any provisions of this Intellectual Property Security Agreement are in conflict with the Guarantee and Collateral Agreement or the Credit Agreement, the provisions of the Guarantee and Collateral Agreement or the Credit Agreement shall govern.

IN WITNESS WHEREOF, each of the undersigned has caused this Intellectual Property Security Agreement to be duly executed and delivered as of the date first above written.

ADESA, INC.
By:		/s/ Xxxx X. Xxxxxxxxxxx
Name:		Xxxx X. Xxxxxxxxxxx
Title:

STATE OF INDIANA		)
		:		ss.:
COUNTY OF HAMILTON		)

On this 23rd day of April, 2007, before me personally appeared Xxxx X. Xxxxxxxxxxx, proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the entity upon behalf of which the person acted executed the instrument.

/s/ Xxxxxxxx X. Xxxxxx

Notary Public

My commission expires: May 31, 2007

IN WITNESS WHEREOF, each of the undersigned has caused this Intellectual Property Security Agreement to be duly executed and delivered as of the date first above written.

ADESA WISCONSIN, LLC
By:		/s/ Xxxx X. Xxxxxxxxxxx
Name:		Xxxx X. Xxxxxxxxxxx
Title:

STATE OF INDIANA		)
		:		ss.:
COUNTY OF HAMILTON		)

On this 23rd day of April, 2007, before me personally appeared Xxxx X. Xxxxxxxxxxx, proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the entity upon behalf of which the person acted executed the instrument.

/s/ Xxxxxxxx X. Xxxxxx

Notary Public

My commission expires: May 31, 2007

IN WITNESS WHEREOF, each of the undersigned has caused this Intellectual Property Security Agreement to be duly executed and delivered as of the date first above written.

INSURANCE AUTO AUCTIONS, INC.
By:		/s/ Xxxx X. Xxxxxxxxxxx
Name:		Xxxx X. Xxxxxxxxxxx
Title:

STATE OF INDIANA		)
		:		ss.:
COUNTY OF HAMILTON		)

On this 23rd day of April, 2007, before me personally appeared Xxxx X. Xxxxxxxxxxx, proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the entity upon behalf of which the person acted executed the instrument.

/s/ Xxxxxxxx X. Xxxxxx

Notary Public

My commission expires: May 31, 2007

IN WITNESS WHEREOF, each of the undersigned has caused this Intellectual Property Security Agreement to be duly executed and delivered as of the date first above written.

AUTOMOTIVE FINANCE CORPORATION
By:		/s/ Xxxx X. Xxxxxxxxxxx
Name:		Xxxx X. Xxxxxxxxxxx
Title:

STATE OF INDIANA		)
		:		ss.:
COUNTY OF HAMILTON		)

On this 23rd day of April, 2007, before me personally appeared Xxxx X. Xxxxxxxxxxx, proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the entity upon behalf of which the person acted executed the instrument.

/s/ Xxxxxxxx X. Xxxxxx

Notary Public

My commission expires: May 31, 2007

BEAR XXXXXXX CORPORATE LENDING INC.,
as Administrative Agent
By:		/s/ Xxxxxx Xxxxxxxxxxxx
Name:		Xxxxxx Xxxxxxxxxxxx
Title:		Vice President

Schedule 1

COPYRIGHTS

None.

PATENTS

None.

TRADEMARKS

Jurisdiction		Trademark		Registration No. (App. No.)		Reg. Date (App. Date)		Record Owner		Status/ Comments
Canada		ADESA		TMA434,316		October 7, 1994		ADESA Properties Canada, Inc.		Registered
Canada		DESIGN ONLY		TMA601,386		February 4, 2004		ADESA Properties Canada, Inc.		Registered
Canada		ISAIAH 40:31 and Design		TMA492,524		April 7, 1998		ADESA Properties Canada, Inc.		Registered
Mexico		ADESA		779545		February 24, 2003		ADESA, Inc.		Registered
Mexico		ADESA and Design		764584		October 21, 2002		ADESA, Inc.		Registered
Mexico		DESIGN ONLY		764583		October 21, 2002		ADESA, Inc.		Registered
Mexico		PAR and Design		810808		October 24, 2003		ADESA, Inc.		Registered
United States		A and Design		3,070,822		March 21, 2006		ADESA, Inc.		Registered
United States		ADESA		1,783,137		July 20, 1993		ADESA, Inc.		Registered

Jurisdiction		Trademark		Registration No. (App. No.)		Reg. Date (App. Date)		Record Owner		Status/ Comments
United States		ADESA “FLORIDA CARS” AUCTION GROUP ADESA CLEARWATER ADESA JACKSONVILLE ADESA OCALA ADESA ORLANDO ADESA TAMPA XXX.XXXXX.XXX and Design		2,766,567		September 23, 2003		ADESA, Inc.		Registered
United States		ADESA and Design		2,504,409		November 6, 2001		ADESA, Inc.		Registered
United States		ADESA INC. A and Design		3,138,256		September 5, 2006		ADESA, Inc.		Registered
United States		ADESA INC. and Design		3,144,560		September 19, 2006		ADESA, Inc.		Registered
United States		ADESA MARKET GUIDE		2,804,621		January 13, 2004		ADESA, Inc.		Registered
United States		ADESA RUN LIST		2,930,226		March 8, 2005		ADESA, Inc.		Registered
United States		AUTOLOT		2,462,333		June 19, 2001		ADESA, Inc.		Registered
United States		AUTOVIN		(77-126,546)		(March 9, 2007)		ADESA, Inc.		Pending
United States		DE@LERBLOCK		2,509,994		November 20, 2001		ADESA, Inc.		Registered
United States		DESIGN ONLY		2,504,410		November 6, 2001		ADESA, Inc.		Registered
United States		DOPPLER DISPATCH		2,554,587		April 2, 2002		ADESA, Inc.		Registered
United States		DRIVEN BY VALUES		3,057,695		February 7, 2006		ADESA, Inc.		Registered
United States		LEASECHECK		(77-126,624)		(March 9, 2007)		ADESA, Inc.		Pending
United States		LOTCHECK		(77-126,696)		(March 9, 2007)		ADESA, Inc.		Pending
United States		PAR		2,151,277		April 14, 1998		ADESA, Inc.		Registered
United States		PAR NORTH AMERICA VEHICLE TRANSITION SERVICES and Design		2,630,448		October 8, 2002		ADESA, Inc.		Registered
United States		PARTNERS IN SUCCESS		(77-026,738)		(October 23, 2006)		ADESA, Inc.		Pending
United States		PULSE		2,663,020		December 17, 2002		ADESA, Inc.		Registered

Jurisdiction		Trademark		Registration No. (App. No.)		Reg. Date (App. Date)		Record Owner		Status/ Comments
United States		SITECHECK		(77-127,917)		(March 11, 2007)		ADESA, Inc.		Pending
Wisconsin		CASCADE MOTORS		Registration Nos. not issued by Wisconsin Secretary of State		July 7, 2004		ADESA Wisconsin, LLC		Registered
Intl Register		IAA		889469		March 29, 2006		Insurance Auto Auctions, Inc.		Registered
Intl Register		IAA and design		910468		June 13, 2006		Insurance Auto Auctions, Inc.		Registered
Intl Register		INSURANCE AUTO AUCTIONS		885284		March 29, 2006		Insurance Auto Auctions, Inc.		Registered
Intl Register		RUN & DRIVE		885285		March 29, 2006		Insurance Auto Auctions, Inc.		Registered
United States		INSURANCE AUTO AUCTIONS		3,026,577		December 13, 2005		Insurance Auto Auctions, Inc		Registered; unreleased security interest from Insurance Auto Auctions, Inc. to Bear Xxxxxxx Corporate Lending Inc. recorded at reel 3092 and frame 0553.
United States		AUCTION PASSPORT		(77-140,108)		(March 26, 2007)		Insurance Auto Auctions, Inc.		Pending
United States		BIDFAST		1,782,221		July 13, 1993		Insurance Auto Auctions, Inc.		Registered; unreleased security interest from Insurance Auto Auctions, Inc. to Bear Xxxxxxx Corporate Lending Inc. recorded at reel 3092 and frame 0553.
United States		DATALINK		2,382,030		September 5, 2000		Insurance Auto Auctions, Inc.		Registered; unreleased security interest from Insurance Auto Auctions, Inc. to Bear Xxxxxxx Corporate Lending Inc. recorded at reel 3092 and frame 0553.
United States		FASTTOW		1,783,610		July 20, 1993		Insurance Auto Auctions, Inc.		Registered; unreleased security interest from Insurance Auto Auctions, Inc. to Bear Xxxxxxx Corporate Lending Inc. recorded at reel 3092 and frame 0553.

Jurisdiction		Trademark		Registration No. (App. No.)		Reg. Date (App. Date)		Record Owner		Status/ Comments
United States		FASTTRACK		1,788,966		August 17, 1993		Insurance Auto Auctions, Inc.		Registered; unreleased security interest from Insurance Auto Auctions, Inc. to Bear Xxxxxxx Corporate Lending Inc. recorded at reel 3092 and frame 0553.
United States		IAA		1,899,150		June 13, 1995		Insurance Auto Auctions, Inc.		Registered; unreleased security interest from Insurance Auto Auctions, Inc. to Bear Xxxxxxx Corporate Lending Inc. recorded at reel 3092 and frame 0553.
United States		IAA		1,900,846		June 20, 1995		Insurance Auto Auctions, Inc.		Registered; unreleased security interest from Insurance Auto Auctions, Inc. to Bear Xxxxxxx Corporate Lending Inc. recorded at reel 3092 and frame 0553.
United States		INSURANCE AUTO AUCTIONS		1,839,138		June 7, 1994		Insurance Auto Auctions, Inc.		Registered; unreleased security interest from Insurance Auto Auctions, Inc. to Bear Xxxxxxx Corporate Lending Inc. recorded at reel 3092 and frame 0553.
United States		RUN & DRIVE		2,387,323		September 19, 2000		Insurance Auto Auctions, Inc.		Registered; unreleased security interest from Insurance Auto Auctions, Inc. to Bear Xxxxxxx Corporate Lending Inc. recorded at reel 3092 and frame 0553.
United States		SUREPAY		1,794,418		September 21, 1993		Insurance Auto Auctions, Inc.		Registered; unreleased security interest from Insurance Auto Auctions, Inc. to Bear Xxxxxxx Corporate Lending Inc. recorded at reel 3092 and frame 0553.
United States		VIC/SMARTLOSS		1,980,959		June 18, 1996		Insurance Auto Auctions, Inc.		Registered; unreleased security interest from Insurance Auto Auctions, Inc. to Bear Xxxxxxx Corporate Lending Inc. recorded at reel 3092 and frame 0553.