What is the Licensee's obligation regarding payments to Budget, related entities, and other creditors?

Licensee will pay System Fees to Budget on or before the 15th day of each month for the preceding month.

• (b) Reservations Fees.

Licensee will pay Reservation Fees on or before the 20th day of each month for the preceding month.

• 7.12 Interest on Monies Past Due. Licensee will pay to Budget and the Related Entities (unless any such entity has a separate agreement for the payment of interest on amounts owed) interest on any monies which in any manner relate to the Rental Business and are not received by Budget or the Related Entities when due. Such interest will accrue, commencing with the day after any monies are due (as described in the Summary Pages (Section 10(i)) on amounts not paid when due. Any monies received by Budget or the Related Entities will first be applied against any outstanding interest balance and then against any other monies due from Licensee to Budget or the Related Entities. Late fees will be assessed against all amounts past due including past due late fees.

• 7.13 Application of Payments. Subject only to the last sentence of Paragraph 7.12, Budget will have the sole discretion to apply any payments made by Licensee to any past due indebtedness of Licensee. Budget and the Related Entities will have the right to set off any and all amounts Licensee owes Budget or the Related Entities against any amounts owed to Licensee by Budget, the Related Entities or any third party for which Budget acts as an intermediary or performs services, whether due under this Agreement or otherwise, or to establish a protocol or procedure for deducting any amounts which Licensee owes Budget, the Related Entities, or any third party for which Budget acts as an intermediary or performed services from payments that are owed to Licensee.

• 11.6 Obligation of Licensee on Termination.

Upon termination of this Agreement and license (which for all purposes of this Agreement will mean termination by either party for any reason or expiration of the term of this Agreement), Licensee will: (a) pay to Budget, on or before noon on the effective date of termination, such License Fees, the unpaid balance of the Initial License Purchase Fee and all other fees or monies Licensee owes to Budget or any of the Related Entities; Licensee waives any right or claim to offset the amounts due to Budget or any of the Related Entities with amounts due to Licensee; (b) promptly pay all fees or monies Licensee owes to other Network licensees or any other person or entity (e.g., phone bills, rent or airport concession fees), whether incurred under this Agreement or otherwise in the conduct of the Rental Business; (c) not thereafter, directly or indirectly, identify itself in any manner as an Budget licensee or use the System, or any part thereof, the name "Budget" or any variation thereof, or any of the Marks, forms, slogans, signs, symbols, devices, or materials constituting part of the System; (d) return to Budget all Manual, Standard Rental Agreements, advertising materials, and all other materials bearing the "Budget" name or containing any of the Standards; (e) take all steps necessary to transfer to Budget, or to such person as Budget may direct, all telephone numbers, facsimile and electronic communication lines, and electronic addresses and domain names used by it in the conduct of the Rental Business, and, upon Budget's request, advise the telephone company and any third party service providers serving the Territory and other appropriate parties that Licensee has no further interest in such telephone numbers, facsimile and electronic communication lines, and electronic addresses and domain names and approve their transfer to Budget or to such other person as Budget may direct; (f) upon notice from Budget, take all steps necessary to effectuate

Licensee will not, on grounds of the alleged nonperformance by Budget or the Related Entities of any of its or their obligations hereunder or under any other agreement, withhold payments or amounts due of any kind to Budget.

13.1 Indemnification of Budget by Licensee. Nothing in this Agreement authorizes Licensee to make any contract, agreement, warranty, or representation on Budget's behalf, or to incur any debt or other obligation in Budget's name; and, that Budget will in no event assume liability for, or be deemed liable as a result of, any such action, or by reason of any act or omission of Licensee in its conduct of the Rental Business or for any claim or judgment arising therefrom against anyone. Licensee will indemnify and hold harmless Budget and the Related Entities and their respective officers, directors, employees, affiliates, agents, successors and assigns (collectively, "Budget Indemnified Parties") against any and all liabilities, claims, demands, causes of action, damages, costs, expenses and amounts of any type whatsoever, including environmental claims, whether expended in settlement, in attorneys' fees, or however expended or disbursed, which arise directly or indirectly from, as a result of, or in connection with Licensee's

operation of the Rental Business, or in Licensee's dealings with third parties concerning said Rental Business, this Agreement, the System, or the Marks. In addition, Licensee will, at Budget's request, defend, at Licensee's expense, Budget and the other Budget Indemnified Parties against such claims, demands and causes of action; provided, however, that Licensee will relinquish such defense to Budget immediately upon Budget's request, although Licensee will remain obligated to pay Budget's and the other Budget Indemnified Parties' defense costs (but Licensee shall not be liable for the expenses of more than one law firm representing such Budget Indemnified Parties unless there is a conflict of interest.) and any settlements entered into by Budget and the other Budget Indemnified Parties at their discretion. In no event may Licensee enter into any settlement of any such claim on behalf of an Budget Indemnified Party without Budget's prior written approval.

14.23 Survival. All obligations of Budget and Licensee which expressly or by their nature survive the expiration or termination of this Agreement, including Licensee's obligations to pay amounts to Budget when due and Licensee's obligations under Paragraphs 2.1, 2.3, 2.4, 9.3, 11.6, 11.7, 11.8, 11.9 and Articles XIII and XIV hereof, will continue in full force and effect subsequently to and notwithstanding the expiration or termination of this Agreement and until they are satisfied in full or by their nature expire.

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