When transferring a license, what documentation must be provided to Budget, and who is responsible for facilitating communication between Budget, the proposed transferee, and the transferring licensee?

• 1. Provide all final documentation (i.e., corporate resolutions, lease and airport concession agreement assignments and consents to such assignments, etc.) to Budget. Transferring Licensee is responsible for their transfer request and for facilitating any communication between Budget, proposed Transferee and Transferring Licensee. BROKERS SHOULD NOT contact Budget at any time.

Transferring Licensee will submit to Budget written notice of its intent to transfer, together with all of the following documents and information for Budget's review, with such documents and information being certified as true, correct and complete by Transferee, its shareholders, members and/or partner(s):

• 1. The names, addresses and phone numbers (both business and personal) of the Transferee, its shareholders, members and/or partners, and its officers, directors and operational management personnel (hereinafter "management team") related to the Rental Business.
• 1. Financial statements of the Transferee, its shareholders, members and/or partners for the past three (3) years and an opening balance sheet for the Rental Business.
• 1. The business experience for the past five (5) years (with particular emphasis on rent-a-car experience) of the Transferee, its shareholders, members and/or partners and its management team.
• 1. The bankruptcy and litigation history, for the past five (5) years, of the Transferee, its shareholders and/or partners and its management team.
• 1. A copy of the definitive buy/sell agreement and any and all other agreements and documents in any way relating to the transfer, or needed for the approval process including, but not limited to, facility, equipment and concession agreements being assumed, schedules of assets being sold, employment/consulting agreements, asset/vehicle purchase agreements, and non- competition agreements. The buy/sell agreement must be signed by Transferring Licensee and proposed Transferee and must also contain language indicating that the proposed sale is contingent upon Budget's written consent to the transfer and the satisfaction of all transfer requirements.
• 1. Verification from banks or other financial institutions that the Proposed Transferee has secured lines of credit for fleet financing in amounts necessary to operate the Rental Business.
• 1. Verification from insurance companies that the proposed Transferee has secured fleet liability insurance.
• 1. A copy of the forecast or pro forma financial statements completed by the proposed Transferee on the Rental Business, which was submitted to fleet financing or other financing sources.
• 1. Pictures of the locations subject to the sale including pictures of the interior and exterior trade dress and counter.

In determining whether to approve the transfer, Budget shall consider each of the following:

The number and type of prospective shareholders and/or partners of the Transferee and its effect on the management, operation and profitability of the Rental Business.

Any competitive business interests and any other Rental Business interests of the Transferee, its shareholders, members and/or partners and its management team.

The litigation and bankruptcy history, for at least the last five (5) years, of the Transferee and any related company, its stockholders, members and/or partners and management team.

Whether the Transferring Licensee is adhering to Budget's then current standards including (a) operating the Budget business using Wizard or other approved electronic distribution system, (b) maintaining Budget's then current trade dress and facility standards and (c) following Budget's other Standards and Programs regarding National Accounts corporate accounts and form of rental agreement.

• 1. Execute and comply with all of the terms of Budget's then current License Agreement, Programs and any terms of Budget's Conditional Consent Letter. The royalty fee structure applied to the License Agreement to be executed by the Transferee shall be consistent with that as provided in the Transferring Licensee's existing Budget License Agreement.
• 1. Make such necessary operational improvements in the Rental Business (i.e., fleet, facilities, signage, personnel, promotional participation, etc.) to bring the business into reasonable compliance with the then current operating standards of the System.

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