tion set forth in any and all applications, financial statements and submissions to Budget is true, complete and accurate in all respects and that there have been no misrepresentations or omissions in any application, statement or submission to Budget.

NOW THEREFORE, in consideration of the mutual covenants and undertakings herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

AGREEMENT

EXCLUSIVE LICENSE

• 1.1 Exclusive License. Subject to the provisions hereof (including Paragraphs 1.2 and 1.3) and the continuing performance by Licensee of its obligations under this Agreement and the Standards, and excluding Licensee's right to license and conduct non-exclusive Rental Business, Budget hereby grants to Licensee the exclusive right and license to conduct a Rental Business under the Marks and the System within the geographical territory identified on Summary Pages (Section 3) hereto (the "Territory"). Licensee accepts such license and agrees to use its best efforts to develop and continuously operate the Rental Business in accordance with this Agreement and the Standards.
• 1.2 Reservation of Rights for Licensee's Rental Business. Licensee will not operate the Rental Business or any part thereof except from the Location(s) identified on Summary Pages (Section 4) hereto or such other Location(s) within the Territory approved by Budget. Licensee may serve any customer without regard to the customer's domicile, provided Licensee will not pick up customers or deliver Vehicles outside of the Territory, nor will Licensee rent any Vehicles which are not returnable by the customer to a Location operated by Licensee within the Territory, unless such rental is made pursuant to an authorized Budget program. In connection with the license granted to Licensee hereunder, the term "Rental Business" is defined exclusively as the business of renting and leasing Vehicles and such other vehicles, without drivers, as may be approved by Budget in writing, for a period not to exceed one hundred and eighty (180) days under the Marks and the System, and does not include or refer to the rental, lease or sharing of any other vehicle or product or to any other business or commercial activity, including any business engaged in the sale of new or used vehicles or the rental, lease or sharing of any type of vehicle not authorized by Budget.

Budget reserves all rights not expressly granted to Licensee in this Agreement, including rights of Budget and its affiliates and parent companies and subsidiaries (collectively, the "Related Entities") to: (a) operate, and grant others the right to operate, one or more Rental Businesses outside the Territory and, under certain circumstances as agreed to in Paragraphs 6.1, 11.7, 11.10, 11.11 and 11.12, inside the Territory, on such terms and conditions as Budget deems appropriate; (b) hire and/or appoint sales persons and general sales agents and negotiate and enter into local, regional, national and international sales and marketing agreements with persons or entities located within the Territory;

Source: Item 23 — RECEIPTS (FDD pages 80–426)