Exhibit 10.16


TRADEMARK
SECURITY AGREEMENT


Trademark Security
Agreement, dated as of June 14, 2006 (as amended, restated or otherwise
modified, the “Trademark Security Agreement”), between each of VANGUARD CAR RENTAL USA HOLDINGS INC., a
Delaware corporation, and each of the other signatories hereto (together
with any other entity that may become a party hereto as provided herein)
(collectively, the “Grantors”) and GOLDMAN SACHS CREDIT PARTNERS L.P.,
in its capacity as administrative agent for the Secured Parties (together with
successors and assigns in such capacity, the “Administrative Agent”).


W I T N E S S E T H:


WHEREAS,
Grantors are party to a Guarantee and Collateral Agreement dated as of June 14,
2006 (the “Guarantee and Collateral Agreement”) among each of the
Grantors and the other grantors party thereto and in favor of the Administrative
Agent pursuant to which the Grantors are required to execute and deliver this
Trademark Security Agreement;


NOW,
THEREFORE, in consideration of
the premises and to induce the Secured Parties to enter into the Credit
Agreement, the Grantors hereby agree with the Administrative Agent, as follows:


SECTION 1.           Defined Terms.  Unless otherwise defined herein, terms
defined in the Guarantee and Collateral Agreement and used herein have the
meaning given to them in the Guarantee and Collateral Agreement.


SECTION 2.           Grant of Security Interest in
Trademark Collateral.  Each Grantor
hereby pledges and grants to Administrative Agent for the benefit of the
Secured Parties, a security interest in all of such Grantor’s right, title and
interest in, to and under the following, whether presently existing or
hereafter created, registered or acquired (collectively, the “Trademark
Collateral”):


(a)  (i) all trademarks, trade names, corporate
names, company names, business names, fictitious business names, trade dress,
trade styles, service marks, Internet domain names, logos, slogans and other
source or business identifiers (and all translations, adaptations, derivations
and combinations of the foregoing), and all goodwill associated therewith, now
existing or hereafter adopted or acquired, all registrations and recordings
thereof, and all applications in connection therewith, whether in the United
States Patent and Trademark Office or in any similar office or agency of the
United States, any State thereof or any other country, union of countries, or
any political subdivision thereof, or otherwise, and all common-law rights
related thereto, including, without limitation, any of the foregoing referred
to in Schedule I (as such schedule may be amended or supplemented from
time to time), and (ii) the right to obtain all renewals thereof (collectively,
“Trademarks”) and with respect to any of the foregoing, (iii) all rights
to sue at law or in equity for any past, present or future infringement or
other 


 


 

















 


impairment thereof, (iv)
the right to receive all proceeds and damages therefrom, including licenses,
royalties, income, payments, claims, damages, and proceeds of suit, and (v) all
common law and other rights throughout the world in and to all of the
foregoing; and


(b)  any agreement, whether written or oral,
providing for the grant by or to any Grantor of any right to use any Trademark,
including, without limitation, any of the foregoing referred to in Schedule
I (collectively, “Trademark Licenses”).


SECTION 3.           Security Agreement.  The security interest granted pursuant to
this Trademark Security Agreement is granted in conjunction with the security
interest granted to the Administrative Agent for the benefit of the Secured
Parties pursuant to the Guarantee and Collateral Agreement and Grantors hereby
acknowledge and affirm that the rights and remedies of the Administrative Agent
with respect to the security interest in the Trademark Collateral made and
granted hereby are more fully set forth in the Guarantee and Collateral
Agreement, the terms and provisions of which are incorporated by reference
herein as if fully set forth herein.  In
the event that any provision of this Trademark Security Agreement is deemed to
conflict with the Guarantee and Collateral Agreement, the provisions of the Guarantee
and Collateral Agreement shall control.


SECTION 4.           Recordation.  Each Grantor authorizes the recordation of
this agreement with the United States Patent and Trademark Office and any other
applicable registry.


SECTION 5.           Applicable Law.  This Trademark Security Agreement and the
rights and obligations of the parties hereunder shall be governed by, and shall
be construed and enforced in accordance with, the laws of the State of New York.


SECTION 6.           Counterparts.  This Trademark Security Agreement may be
executed in any number of counterparts, each of which when so executed and
delivered shall be deemed an original, but all such counterparts together shall
constitute but one and the same instrument.


 


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IN
WITNESS WHEREOF, each Grantor has
caused this Trademark Security Agreement to be executed and delivered by its
duly authorized officer as of the date first set forth above.


 


 


	
   

  	
  VANGUARD CAR RENTAL USA
  HOLDINGS INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gerard J. Kennell

  
	
   

  	
   

  	
  Name: Gerard J. Kennell

  
	
   

  	
   

  	
  Title: Senior Vice President & Treasurer

  



 


 


 

















 


 


ACKNOWLEDGMENT
OF GRANTOR


 


 


	
  STATE OF Oklahoma)

  	
   

  
	
   

  	
  )

  	
  ss.

  
	
  COUNTY OF Tulsa

  	
  )

  	
   

  



 


On
this ___ day of June 14, 2006 before me
personally appeared ____Gerard
J. Kennell__proved to me on the basis of
satisfactory evidence to be the person who executed
the foregoing instrument on behalf of the Grantor, who being by me duly sworn
did depose and say that he is an authorized officer of said corporation, that
the said instrument was signed on behalf of said corporation as authorized by
its Board of Directors and that he acknowledged said instrument to be the free
act and deed of said corporation.


 


 


	
   

  	
   

  	
  /s/ Darlene E. Hodge

  
	
   

  	
   

  	
  Notary Public

  



 


{seal}


 

















Accepted and Agreed:


 


GOLDMAN SACHS CREDIT
PARTNERS L.P.

as Administrative Agent


 


	
  By:

  	
  /s/ William W.
  Archer

  
	
   

  	
  Name: William W.
  Archer

  
	
   

  	
  Title: Managing
  Director