EXHIBIT
10.10


 


EXECUTION
COPY


 


PATENT
COLLATERAL ASSIGNMENT AND SECURITY AGREEMENT


 


THIS PATENT
COLLATERAL ASSIGNMENT AND SECURITY AGREEMENT is dated as of January 11, 2002
between APCOA/STANDARD PARKING, INC., a Delaware corporation having its
principal place of business at 900 North Michigan Avenue, Suite 1600, Chicago,
Illinois  60611 (the “Assignor”), and
WILMINGTON TRUST COMPANY, having an office at Rodney Square North, 1100 North
Market Street, Wilmington Delaware 19890, as trustee and collateral agent
(hereinafter, in such capacity, the “Agent”) for itself and the several holders
(the “Holders”) of the 14% Senior Subordinated Second Lien Notes due 2006 (the
“Notes”) issued by the Assignor, pursuant to an indenture dated as of the date
hereof (as amended, supplemented or otherwise modified from time to time, the
“Indenture”), among the Assignor, certain of the Assignor’s subsidiaries (the
“Guarantors”) and the Agent.


 


W I T N E S S E T H:


 


WHEREAS, pursuant
to the Indenture, the Assignor and the Guarantors have severally agreed to make
payments to the Agent and the Holders upon the terms and subject to the
conditions set forth therein;


 


WHEREAS, the
Assignor is a member of an affiliated group of companies that includes each
Guarantor;


 


WHEREAS, the proceeds
of the offering and exchange of the Notes will be used in part to enable the
Assignor to make valuable transfers to one or more of the Guarantors in
connection with the operation of their respective businesses;


 


WHEREAS, the
Assignor and the Guarantors are engaged in related businesses, and each
Guarantor will derive substantial direct and indirect benefit from the offering
and issuance of the Notes to the Holders;


 


WHEREAS, it is a
condition precedent to the issuance of the Notes that Assignor shall have
executed and delivered this Patent Collateral Assignment and Security Agreement
(as it may be further amended, restated, modified or supplemented and in effect
from time to time, this “Patent Security Agreement”) to the Agent for the
ratable benefit of the Agent and the Holders;


 


WHEREAS, the
Assignor has executed and delivered to the Agent, for the benefit of the Agent
and the Holders, the Security Agreement (as defined in the Indenture), pursuant
to which the Assignor has granted to the Agent, for the benefit of the Agent
and the Holders, a second priority security interest in certain of the
Assignor’s personal property and fixture assets, including without limitation
the patents and patent applications listed on Schedule A attached hereto, all
to secure the payment and performance of the Notes and the other obligations of
the Assignor and the Guarantors under the Indenture; and


 


WHEREAS, this
Patent Security Agreement is supplemental to the provisions contained in the
Security Agreement and the Indenture;


 

















 


NOW, THEREFORE, in
consideration of the premises contained herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto hereby agree as follows:


 


1.                                       DEFINITIONS.


 


Capitalized terms
used herein and not otherwise defined herein shall have the respective meanings
provided therefor in Amended and Restated Credit Agreement and the Security
Documents, dated as of even date herewith, by and among the Company and LaSalle
Bank National Association (“LaSalle”) as agent and the lenders party thereto
(as such agreement may be amended, restated, modified or supplemented and in
effect from time to time, the “Credit Agreement”).  In addition, the following terms shall have the meanings set forth
in this Section 1 or elsewhere in this Patent Security Agreement referred to
below:


 


Event of Default.  An “Event of Default” as defined in the
Indenture.


 


Intercreditor
Agreement. 
“Intercreditor Agreement” as defined in the Indenture.


 


Patents.  All patents and patent applications, whether
United States or foreign, that are owned by the Assignor or in which the
Assignor has any right, title or interest, now or in the future, including but
not limited to:


 


(a)   the patents and patent applications listed on
Schedule A hereto (as the same may be amended pursuant hereto from time to
time);


 


(b)   all letters patent of the United States or
any other country, and all applications for letters patent of the United States
or any other country;


 


(c)   all re-issues, continuations, divisions,
continuations-in-part, renewals or extensions thereof;


 


(d)   the inventions disclosed or claimed therein,
including the right to make, use, practice and/or sell (or license or otherwise
transfer or dispose of) the inventions disclosed or claimed therein; and


 


(e)   the right (but not the obligation) to make
and prosecute applications for such Patents.


 


Patent Collateral.  All of the Assignor’s right, title and
interest in and to all of the Patents, the Patent License Rights, and all other
Patent Rights, and all additions, improvements, and accessions to, all
substitutions for and replacements of, and all products and Proceeds (including
insurance proceeds) of, any and all of the foregoing, and all books and records
and technical information and data describing or used in connection with any
and all such rights, interests, assets or property.


 


Patent License
Rights.  Any and all
past, present or future rights and interests of the Assignor pursuant to any
and all past, present and future licensing agreements in favor of the Assignor,
or to which the Assignor is a party, pertaining to any Patents or Patent
Rights,


 


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owned
or used by third parties in the past, present or future, including the right in
the name of the Assignor or the Agent to enforce, and sue and recover for, any
past, present or future breach or violation of any such agreement.


 


Patent Rights.  Any and all past, present or future rights
in, to and associated with the Patents throughout the world, whether arising
under federal law, state law, common law, foreign law, or otherwise, including
but not limited to the following:  all
such rights arising out of or associated with the Patents; the right (but not
the obligation) to register claims under any federal, state or foreign patent
law or regulation; the right (but not the obligation) to sue in the name of the
Assignor or the Agent for any and all past, present and future infringements of
or any other damages or injury to the Patents or the Patent Rights, and the
rights to damages or profits due or accrued arising out of or in connection
with any such past, present or future infringement, damage or injury; and the
Patent License Rights.


 


Patent Security
Agreement.  This
Patent Collateral Assignment and Security Agreement, as amended and in effect
from time to time.


 


Proceeds.  Any consideration received from the sale,
exchange, license, lease or other disposition or transfer of any right,
interest, asset or property which constitutes all or any part of the Patent
Collateral, any value received as a consequence of the ownership, possession,
use or practice of any Patent Collateral, and any payment received from any
insurer or other person or entity as a result of the destruction or the loss,
theft or other involuntary conversion of whatever nature of any right,
interest, asset or property which constitutes all or any part of the Patent
Collateral.


 


USPTO.  The United States Patent and Trademark
Office.


 


2.                                       GRANT OF SECOND
PRIORITY SECOND PRIORITY SECURITY INTEREST.


 


To secure the
payment and performance in full of all of the Lender Indebtedness, the Assignor
hereby grants, assigns, transfers and conveys to the Agent, for the benefit of
the Agent and the Holders, BY WAY OF COLLATERAL SECURITY, all of the Patent
Collateral.  NEITHER THE AGENT NOR ANY
OF THE HOLDERS ASSUMES ANY LIABILITY ARISING IN ANY WAY BY REASON OF ITS
HOLDING SUCH COLLATERAL SECURITY.


 


3.                                       REPRESENTATIONS,
WARRANTIES AND COVENANTS.


 


The Assignor
represents, warrants and covenants that: 
(i) Schedule A attached hereto sets forth a true and complete list of
all the Patent Collateral now owned, licensed, controlled or used by the
Assignor; (ii) the issued Patents are subsisting and have not been adjudged
invalid or unenforceable, in whole or in part, and there is no litigation or
proceeding pending concerning the validity or enforceability of the issued
Patents; (iii) to the Assignor’s knowledge, each of the issued Patents is valid
and enforceable; (iv) to the Assignor’s knowledge, there is no infringement by
others of the issued Patents or Patent Rights; (v) no claim has been made that
the use of any of the Patents does or may violate the rights of any third
person, and to the Assignor’s knowledge there is no infringement by the
Assignor of the 


 


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patent
rights of others; (vi) the Assignor is the sole and exclusive owner of the
entire and unencumbered right, title and interest in and to each of the Patents
(other than ownership and other rights reserved by third party owners with
respect to Patents which the Assignor is licensed to practice or use), free and
clear of any liens, charges, encumbrances and adverse claims, including without
limitation pledges, assignments, licenses, shop rights and covenants by the
Assignor not to sue third persons, other than the security interest and
assignment created by the Credit Agreement and the Security Agreement Documents
referred to therein, between the Assignor and LaSalle, as agent for itself and
the other lenders under the Credit Agreement, the second priority security
interest created by the Security Agreement and this Patent Security Agreement
and other than Permitted Liens (as defined in the Credit Agreement); (vii) the
Assignor has the unqualified right to enter into this Patent Security Agreement
and perform its terms and has entered and will enter into written agreements
with each of its present and future employees, agents, consultants, licensors
and licensees which will enable it to comply with the covenants herein
contained; (viii) this Patent Security Agreement, together with the Security
Documents, will create in favor of the Agent, for the benefit of the Agent and
the Holders, a valid and perfected second priority security interest in the
Patent Collateral upon making the filings referred to in clause (ix) of this
Section 3; and (ix) except for  the
filing of financing statements in the jurisdictions listed in the Security
Agreement under the Uniform Commercial Code and the filing of this Patent
Security Agreement with the USPTO, no authorization, approval or other action
by, and no notice to or filing with, any governmental or regulatory authority,
agency or office is required either (1) for the grant by the Assignor or the
effectiveness of the second priority security interest and assignment granted
hereby or for the execution, delivery and performance of this Patent Security
Agreement by the Assignor, or (2) for the perfection of or the exercise by the
Agent of any of its rights and remedies hereunder.


 


4.                                       NO
TRANSFER OR INCONSISTENT AGREEMENTS.


 


Except as
permitted by the Indenture or the Security Agreement, and except for licenses
of the Patent Collateral in the ordinary course of the Assignor’s business
consistent with its past practices, the Assignor will not (i) mortgage, pledge,
assign, encumber, grant a security interest in, transfer, license or alienate
any of the Patent Collateral, other than in respect of the Liens granted to
LaSalle as agent for the lenders under the Credit Agreement and respect of
applicable Permitted Liens, or (ii) enter into any agreement (for example, a
license agreement) that is inconsistent with the Assignor’s obligations under
this Patent Security Agreement or the Indenture.


 


5.                                       AFTER-ACQUIRED
PATENTS, ETC.


 


5.1   After-Acquired Patents.  If, before the obligations of the Assignor
under the Indenture shall have been finally paid and satisfied in full, the
Assignor shall obtain any right, title or interest in or to any other or new
patents, patent applications or patentable inventions, or become entitled to
the benefit of any patent application or patent or any reissue, division,
continuation, renewal, extension, or continuation-in-part of any of the Patent
Collateral or any improvement on any of the Patent Collateral, the provisions
of this Patent Security Agreement shall automatically apply thereto and the
Assignor shall promptly give to the Agent notice thereof in writing and execute
and deliver to the 


 


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Agent
such documents or instruments as the Agent may reasonably request further to
transfer title thereto to the Agent, for the benefit of the Agent and the
Holders.


 


5.2   Amendment to Schedule.  The Assignor authorizes the Agent to modify
this Patent Security Agreement, without the necessity of the Assignor’s further
approval or signature, by amending Schedule A hereto to include any future or
other Patents or Patent Rights granted to the Assignor under Section 2 or this
Section 5.


 


6.                                       PATENT
PROSECUTION.


 


6.1   Assignor Responsible.  The Assignor shall assume full and complete
responsibility for the prosecution, grant, enforcement or any other necessary
or desirable actions in connection with the Patent Collateral, and shall hold
the Agent and the Holders harmless from and against any and all reasonable and
documented costs and expenses, and all documented damages and liabilities which
may be incurred by the Agent or any of the Holders in connection with the
Agent’s title to any of the Patent Collateral or any other action or failure to
act in connection with this Patent Security Agreement or the transactions
contemplated hereby.  In respect of such
responsibility, the Assignor shall retain patent counsel acceptable to the
Agent.


 


6.2   Assignor’s Duties, Etc.  The Assignor shall have the duty, within its
reasonable business judgment, to prosecute diligently any patent applications
of the Patents pending as of the date of this Patent Security Agreement or
thereafter, to make application for unpatented but reasonably patentable
inventions and to preserve and maintain all rights in the Patents, including
without limitation the payment when due of all maintenance fees and other fees,
taxes and other expenses which shall be incurred or which shall accrue with
respect to any of the Patents.  Any
expenses incurred in connection with such applications and actions shall be
borne by the Assignor.  The Agent hereby
appoints the Assignor as its agent for all matters referred to in the foregoing
provisions of this Section 6 and agrees to execute any documents, necessary to
confirm such appointment.  Upon the
occurrence and during the continuance of an Event of Default, the Agent may
terminate such agency by providing written notice of termination to the
Assignor.


 


6.3   Assignor’s Enforcement Rights.  The Assignor shall have the right, with the
consent of the Agent which shall not be unreasonably withheld, to bring suit or
other action in the Assignor’s own name to enforce the Patents and the Patent
Rights.  The Agent shall be required to
join in such suitor action as may be necessary to assure the Assignor’s ability
to bring and maintain any such suit or action in any proper forum so long as
the Agent is completely satisfied that such joinder will not subject the Agent
or any of the Holders to any risk of liability.  The Assignor shall promptly, upon demand, reimburse and indemnify
the Agent and the Holders for all documented damages and reasonable and
documented costs and expenses, including legal fees, incurred by the Agent or
any of the Holders pursuant to this Section 6.


 


6.4   Protection of Patents, Etc.  In general, the Assignor shall take any and
all such commercially reasonable actions (including but not limited to
institution and 


 


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maintenance of suits,
proceedings or actions) as may be necessary or appropriate to properly
maintain, protect, preserve, care for and enforce the Patent Collateral.  The Assignor shall not take or fail to take
any action, nor permit any action to be taken or not taken by others under its
control, which would affect the validity, grant or enforcement of any of the
Patent Collateral.


 


6.5   Notification by Assignor.  Promptly upon obtaining knowledge thereof,
the Assignor will notify the Agent in writing of the institution of, or any
final adverse determination in, any proceeding in the USPTO or any similar
office or agency of the United States or any foreign country, or any court,
regarding the validity of any of the Patents or the Assignor’s rights, title or
interests in and to any of the Patent Collateral, and of any event which does
or reasonably could materially adversely affect the value of any of the Patent
Collateral, the ability of the Assignor or the Agent to dispose of any of the
Patent Collateral or the rights and remedies of the Agent and the Holders in
relation thereto (including but not limited to the levy of any legal process
against any of the Patent Collateral).


 


7.                                       LICENSE
BACK TO ASSIGNOR.


 


Unless and until
there shall have occurred and be continuing an Event of Default and the Agent
has notified the Assignor that the license granted hereunder is terminated, the
Agent hereby grants to the Assignor the sole and exclusive, nontransferable,
royalty-free, worldwide right and license under the Patents to make, have made
for it, use, sell and otherwise practice the inventions disclosed and claimed
in the Patents for the Assignor’ s own benefit and account and for none other;
provided, however, that the foregoing right and license shall be no greater in
scope than, and limited by, the rights assigned to the Agent, for the benefit
of the Agent and the Holders, by the Assignor hereby.  Except as otherwise permitted by the Indenture, the Assignor
agrees not to sell, assign, transfer, encumber or sublicense its interest in
the license granted to the Assignor in this Section 7.  Any such sublicenses granted on or after the
date hereof shall be terminable by the Agent upon termination of the Assignor’s
license hereunder.


 


8.                                       REMEDIES.


 


If any Event of
Default shall have occurred and be continuing, then at the discretion of the
Agent, subject to the terms of the Intercreditor Agreement, and upon notice by
the Agent to the Assignor:  (i) the
Assignor’s license with respect to the Patents as set forth in Section 7 shall
terminate; (ii) the Assignor shall immediately cease and desist from the
practice, manufacture, use and sale of the inventions claimed, disclosed or
covered by the Patents; and (iii) the Agent shall have, in addition to all
other rights and remedies given it by this Patent Security Agreement, the
Security Agreement, dated as of even date herewith, by the Assignor and the
Guarantors, in favor of the Agent for itself and the Holders, and the
Indenture, those allowed by law and the rights and remedies of a secured party
under the Uniform Commercial Code as enacted in the State of Illinois and,
without limiting the generality of the foregoing, the Agent may immediately,
without demand of performance and without other notice (except as set forth
next below) or demand whatsoever to the Assignor, all of which are hereby
expressly waived, and without advertisement, sell or license at public or
private sale or otherwise realize


 


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upon the
whole or from time to time any part of the Patent Collateral, or any interest
which the Assignor may have therein, and after deducting from the proceeds of
sale or other disposition of the Patent Collateral all expenses (including all
reasonable expenses for brokers’ fees and legal services), shall apply the
residue of such proceeds toward the payment of the Notes as set forth in the
Indenture.  Notice of any sale, license
or other disposition of any of the Patent Collateral shall be given to the
Assignor at least ten (10) days before the time that any intended public sale
or other disposition of such Patent Collateral is to be made or after which any
private sale or other disposition of such Patent Collateral may be made, which
the Assignor hereby agrees shall be reasonable notice of such public or private
sale or other disposition.  At any such
sale or other disposition, the Agent may, to the extent permitted under
applicable law, purchase or license the whole or any part of the Patent
Collateral or interests therein sold, licensed or otherwise disposed of.


 


9.                                       COLLATERAL
PROTECTION.


 


If the Assignor
shall fail to do any act that it has covenanted to do hereunder, or if any
representation or warranty of the Assignor shall be breached, the Agent, in its
own name or that of the Assignor (in the sole discretion of the Agent), may
(but shall not be obligated to) do such act or remedy such breach (or cause
such act to be done or such breach to be remedied), and the Assignor agrees
promptly to reimburse the Agent for any reasonable and documented cost or
expense incurred by the Agent in so doing.


 


10.                                 POWER
OF ATTORNEY.


 


If any Event of
Default shall have occurred and be continuing, the Assignor does hereby make,
constitute and appoint the Agent (and any officer or agent of the Agent as the
Agent may select in its exclusive discretion) as the Assignor’s true and lawful
attorney-in-fact, with the power to endorse the Assignor’s name on all
applications, documents, papers and instruments necessary for the Agent to use
any of the Patent Collateral, to practice, make, use or sell the inventions
disclosed or claimed in any of the Patent Collateral, to grant or issue any
exclusive or nonexclusive license of any of the Patent Collateral to any third
person, or necessary for the Agent to assign, pledge, convey or otherwise
transfer title in or dispose of the Patent Collateral or any part thereof or
interest therein to any third person, and, in general, to execute and deliver
any instruments or documents and do all other acts which the Assignor is
obligated to execute and do hereunder. 
The Assignor hereby ratifies all that such attorney shall lawfully do or
cause to be done by virtue hereof, and releases the Agent from any claims, liabilities,
causes of action or demands arising out of or in connection with any action
taken or omitted to be taken by the Agent under this power of attorney (except
for the Agent’s gross negligence or willful misconduct).  This power of attorney shall be irrevocable
for the duration of this Patent Security Agreement.


 


11.                                 FURTHER
ASSURANCES.


 


The Assignor
shall, at any time and from time to time, and at its expense, make, execute,
acknowledge and deliver, and file and record as necessary or appropriate with
governmental or regulatory authorities, agencies or offices, such agreements,
assignments, documents and instruments, and do such other and further acts and
things (including, without 


 


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limitation,
obtaining consents of third parties), as the Agent may reasonably request or as
may be necessary or appropriate in order to implement and effect fully the
intentions, purposes and provisions of this Patent Security Agreement, or to
assure and confirm to the Agent the grant, perfection and priority of the
Agent’ s second priority security interest in any of the Patent Collateral.


 


12.                                 TERMINATION.


 


At such time as
all of the obligations of the Assignor and the Guarantors under the Indenture
have been finally and indefeasibly paid and satisfied in full, this Patent
Security Agreement shall terminate and the Agent shall, upon the written
request and at the expense of the Assignor, execute and deliver to the Assignor
all deeds, assignments and other instruments as may be necessary or proper to
reassign and reconvey to and re-vest in the Assignor the entire right, title
and interest to the Patent Collateral previously granted, assigned, transferred
and conveyed to the Agent by the Assignor pursuant to this Patent Security
Agreement, as fully as if this Patent Security Agreement had not been made,
subject to any disposition of all or any part thereof which may have been made
by the Agent pursuant hereto or the Security Agreement and the Indenture.


 


13.                                 COURSE OF DEALING.


 


No course of
dealing among the Assignor, the Holders and the Agent, nor any failure to
exercise, nor any delay in exercising, on the part of the Agent or any of the
Holders, any right, power or privilege hereunder or under the Indenture shall
operate as a waiver thereof; nor shall any single or partial exercise of any
right, power or privilege hereunder or thereunder preclude any other or further
exercise thereof or the exercise of any other right, power or privilege.


 


14.                                 EXPENSES.


 


Any and all
reasonable and documented fees, costs and expenses, of whatever kind or nature,
including the reasonable attorneys’ fees and legal expenses incurred by the
Agent in connection with the preparation of this Patent Security Agreement and
all other documents relating hereto, the consummation of the transactions
contemplated hereby or the enforcement hereof, the filing or recording of any
documents (including all taxes in connection therewith) in public offices, the
payment or discharge of any taxes, counsel fees, maintenance fees, encumbrances
or otherwise protecting, maintaining or preserving any of the Patent
Collateral, or in defending or prosecuting any actions or proceedings arising
out of or related to any of the Patent Collateral, shall be borne and paid by
the Assignor.


 


15.                                 OVERDUE AMOUNTS.


 


Until paid, all
amounts due and payable by the Assignor hereunder shall be a debt secured by
the Patent Collateral and other collateral provided by the Security Agreement
and shall bear, whether before or after judgment, interest at the rate of
interest for overdue principal of the Notes set forth in the Indenture.


 


16.                                 NO ASSUMPTION OF LIABILITY; INDEMNIFICATION.


 


 


 


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NOTWITHSTANDING
ANYTHING TO THE CONTRARY CONTAINED HEREIN, NEITHER THE AGENT NOR ANY HOLDER
ASSUMES ANY LIABILITIES OF THE ASSIGNOR WITH RESPECT TO ANY CLAIM OR CLAIMS
REGARDING THE ASSIGNOR’S OWNERSHIP OR PURPORTED OWNERSHIP OF, OR RIGHTS OR
PURPORTED RIGHTS ARISING FROM, ANY OF THE PATENT COLLATERAL OR ANY PRACTICE,
USE, LICENSE OR SUBLICENSE THEREOF, OR ANY PRACTICE, MANUFACTURE, USE OR SALE
OF ANY OF THE INVENTIONS DISCLOSED OR CLAIMED THEREIN, WHETHER ARISING OUT OF
ANY PAST, CURRENT OR FUTURE EVENT, CIRCUMSTANCE, ACT OR OMISSION OR
OTHERWISE.  ALL OF SUCH LIABILITIES
SHALL BE EXCLUSIVELY BORNE BY THE ASSIGNOR, AND THE ASSIGNOR SHALL INDEMNIFY
THE AGENT AND THE HOLDERS FOR ANY AND ALL COSTS, EXPENSES, DAMAGES AND CLAIMS,
INCLUDING REASONABLE LEGAL FEES, INCURRED BY THE AGENT OR ANY HOLDER WITH
RESPECT TO SUCH LIABILITIES OTHER THAN LIABILITIES RESULTING DIRECTLY FROM THE
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE AGENT OR ANY HOLDER.


 


17.                                 RIGHTS AND REMEDIES CUMULATIVE.


 


All of the Agent’s
rights and remedies with respect to the Patent Collateral, whether established
hereby or by the Security Agreement or by any other agreements or by law, shall
be cumulative and may be exercised singularly or concurrently.  This Patent Security Agreement is
supplemental to the Security Documents, and nothing contained herein shall in
any way derogate from any of the rights or remedies of the Agent contained
therein.  Nothing contained in this
Patent Security Agreement shall be deemed to extend the time of attachment or
perfection of or otherwise impair the second priority security interest in any
of the Patent Collateral granted to the Agent for the benefit of the Agent and
the Holders under the Security Agreement or the Indenture.


 


18.                                 NOTICES.


 


All notices and
other communications made or required to be given pursuant to this Patent
Security Agreement shall be in writing and shall be in accordance with the
requirements of Section 14.02 of the Indenture.


 


19.                                 AMENDMENT AND WAIVER.


 


This Patent
Security Agreement is subject to modification only by a writing signed by the
Agent pursuant to the Indenture, except as provided in Section 5.2.  The Agent shall not be deemed to have waived
any right hereunder unless such waiver shall be in writing and signed by the
Agent.  A waiver on any one occasion
shall not be construed as a bar to or waiver of any right on any future occasion.


 


20.                                 GOVERNING LAW; CONSENT TO JURISDICTION.


 


THIS PATENT
SECURITY AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO ITS CONFLICTS OR CHOICE OF
LAW RULES OR


 


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PRINCIPLES)
AND APPLICABLE FEDERAL LAW.  The
Assignor agrees that any suit for the enforcement of this Patent Security
Agreement may be brought in the courts of the State of New York or any federal
court sitting therein and consents to the nonexclusive jurisdiction of such
court and to service of process in any such suit being made upon the Assignor
by mail in accordance with §18.  The
Assignor hereby waives any objection that it may now or hereafter have to the
venue of any such suit or any such court or that such suit is brought in an
inconvenient court.


 


21.                                 WAIVER OF JURY TRIAL.


 


THE ASSIGNOR
WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING
OUT OF ANY DISPUTE IN CONNECTION WITH THIS PATENT SECURITY AGREEMENT, ANY
RIGHTS OR OBLIGATIONS HEREUNDER OR THE PERFORMANCE OF ANY SUCH RIGHTS OR
OBLIGATIONS.  Except as prohibited by
law, the Assignor waives any right which it may have to claim or recover in any
litigation referred to in the preceding sentence any special, exemplary,
punitive or consequential damages or any damages other than, or in addition to,
actual damages.  The Assignor (i)
certifies that neither the Agent or any Holder nor any representative, agent or
attorney of the Agent or any Holder has represented, expressly or otherwise,
that the Agent or any Holder would not, in the event of litigation, seek to
enforce the foregoing waivers, and (ii) acknowledges that, in entering into the
Indenture and the Security Agreement to which the Agent or any Holder is a
party, the Agent and the Holders are relying upon, among other things, the
waivers and certifications contained in this Section 21.


 


22.                                 MISCELLANEOUS.


 


The headings of
each section of this Patent Security Agreement are for convenience only and
shall not define or limit the provisions thereof.  This Patent Security Agreement and all rights and obligations
hereunder shall be binding upon the Assignor and its respective successors and
assigns, and shall inure to the benefit of the Agent, the Holders and their
respective successors and assigns.  In
the event of any irreconcilable conflict between the provisions of this Patent
Agreement and the Indenture, or between this Patent Agreement and the Security
Agreement, the provisions of the Indenture or the Security Agreement, as the
case may be, shall control.  If any term
of this Patent Agreement shall be held to be invalid, illegal or unenforceable,
the validity of all other terms hereof shall in no way be affected thereby, and
this Patent Agreement shall be construed and be enforceable as if such invalid,
illegal or unenforceable term had not been included herein.  The Assignor acknowledges receipt of a copy
of this Patent Agreement.


 


 


                [Remainder of page
intentionally left blank; signature page follows]


 


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IN WITNESS
WHEREOF, this Patent Collateral Assignment and Security Agreement has been
executed as of the day and year first above written.


 


	
   

  	
  APCOA/STANDARD PARKING, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ G. Marc Baumann

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  G. Marc Baumann

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Executive Vice President, Chief Financial

  Officer, Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WILMINGTON TRUST COMPANY, as Agent

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James D. Nesci

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  James D. Nesci

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Authorized Signer

  



 


11

















 


Schedule A


to Patent
Collateral Assignment


and Security
Agreement


 


 


U.S. PATENTS


 


 


	
  Inventor

  	
  Registration

  	
  Federal

  Registraion

  No.

  	
  Filing

  Date

  	
  Registration

  Date

  	
  Expiration

  Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Myron C. Warshauer

  	
  Multi-Level Vehicle Parking Facility (Color and
  music coded reminder system)

  	
  4,674,937

  	
  11/1/1985

  	
  6/23/1987

  	
  11/1/2005

  



 


 


 


 


 


12