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 Stearns 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, Stearns & Co. Inc. and UBS Securities LLC, as joint lead arrangers, UBS Securities LLC, as syndication agent, Goldman Sachs Credit Partners L.P. and Deutsche Bank
Securities Inc., as co-documentation agents, Bear, Stearns & Co. Inc., UBS Securities LLC and Goldman Sachs 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 mark registrations filed pursuant to Section 1(b) of the Lanham 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 sue 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 sue 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 sue 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/ Eric M. Loughmiller

	Name:	 	Eric M. Loughmiller
	Title:	 	


  

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

 On this 23rd day of April, 2007, before me personally appeared Eric M. Loughmiller, 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/ Kathleen E. Bramel

	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/ Eric M. Loughmiller

	Name:	 	Eric M. Loughmiller
	Title:	 	


  

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

 On this 23rd day of April, 2007, before me personally appeared Eric M. Loughmiller, 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/ Kathleen E. Bramel

	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/ Eric M. Loughmiller

	Name:	 	Eric M. Loughmiller
	Title:	 	


  

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

 On this 23rd day of April, 2007, before me personally appeared Eric M. Loughmiller, 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/ Kathleen E. Bramel

	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/ Eric M. Loughmiller

	Name:	 	Eric M. Loughmiller
	Title:	 	


  

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

 On this 23rd day of April, 2007, before me personally appeared Eric M. Loughmiller, 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/ Kathleen E. Bramel

	Notary Public
	
	My commission expires: May 31, 2007










			
	BEAR STEARNS CORPORATE LENDING INC.,
	as Administrative Agent
		
	By:	 	 /s/ Victor Bulzacchelli

	Name:	 	Victor Bulzacchelli
	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 WWW.ADESA.COM 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 Stearns 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 Stearns 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 Stearns 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 Stearns 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 Stearns 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 Stearns 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 Stearns 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 Stearns 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 Stearns 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 Stearns 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 Stearns Corporate Lending Inc. recorded at reel 3092 and frame 0553.