What uniform procedures governing the use and operation of the System must a Budget licensee comply with?

designate. Licensee will display any promotional programs, including special suggested rate promotions as a result of agreements Budget enters into with National Accounts. Licensee must provide service to the National Accounts in accordance with Budget's requirements. If Licensee fails to do so, in addition to other remedies available to Budget under this Agreement, Budget will have the right, without notice to Licensee, to provide (or license a third party, including a Related Entity, to provide) service to one or more National Accounts in the Territory.

• 6.2 Reservation and Rental Systems. Licensee agrees to: (a) participate in a reservation system (the "Reservation System"), which is now in effect, which may be modified or which may hereafter be instituted by Budget, in its sole discretion; (b) execute and comply with all of the terms and conditions of any rental system agreement with Budget or a Related Entity that Budget may designate in its sole discretion, or any amended or substitute agreement governing participation in the Reservation System (the "Reservation Agreement"); (c) accept and honor all reservations received through the Reservation System or otherwise from other Network operators, if required, and to transmit all reservations which it is requested to place by any customer to the appropriate Network operator, if required, without charge to the customer, and without fee to the receiving operator, other than as required by the Standards or the Reservation Agreement; (d) adhere to the rental rates that it places in, or has another place in, the Reservation System or any other reservation system; (e) if required by Budget in its sole discretion, execute and comply with all of the terms and conditions of the Rental System Agreement (the "Rental System Agreement") with a Related Entity designated by Budget; (f) reserve for Budget the right to require Licensee to connect to other designated reservation systems and process through such system all rental transactions entered into with customers in the Rental Business; and (g) reserve for Budget the right to require Licensee to use rental software from certain designated software providers in conjunction with the Reservation System or any other reservation system that Budget designates.

• 6.3 Customer Complaint Programs. Licensee shall comply with all of the terms and conditions of all then-current customer complaint programs as required by the Standards; the cost to administer the current program is included as part of the Reservation Fee. Further, Budget shall handle customer complaints subject to the Budget Licensee Customer Adjustment Procedure (the "Customer Adjustment Procedure"). Under the Customer Adjustment Procedure, Budget shall have the right to resolve disputes at Budget's discretion between Licensee and its customers and issue payments to customers on the Licensee's behalf. Budget shall have the right to charge back Licensee up to the amounts of the total rental charges incurred by the customer for the rental transaction. The resolution amount is billed to the Licensee's Composite Statement (as described in Paragraph 7.9).

• 6.4 Payment Programs. Licensee agrees to accept such credit cards, vouchers, tour vouchers and other forms of payment from its customers, and otherwise to participate in and comply with all of the terms and conditions of payment programs, as required by the Standards.

• 6.5 Inter-City Program. Licensee agrees to fully participate in and comply with all of the terms and conditions of the then-current Inter-City Program governing the use and movement of corporate and licensee Vehicles. Licensee will cooperate with other licensees of the System for the purposes of providing the highest quality customer service and efficient handling of business for the entire System. Licensee will assist in the repair and return of disabled vehicles of other System licensees and will handle inter-city drops in accordance with System policy.

• 6.6 Other Budget Programs. Licensee will subscribe to, participate in, and fully comply with any advertising campaign, sales promotion, operating program, procurement program, customer satisfaction program, marketing program, account program or experimental or test program which, in Budget's judgment, enhances brand awareness or other similar activities which Budget may prescribe in the Standards or otherwise or make available for or on behalf of the Network, including those programs listed in the Summary Pages (Section 13), as such programs may be modified, replaced or instituted by Budget (including all other programs described in this Article VI, collectively, the "Programs"). Licensee agrees to support and service such Programs in accordance with the relevant provisions thereof, as required by the Standards, and to contribute to the expense thereof, if any, on the same basis as other similarly situated System licensees. Licensee may be required to enter into participation or other agreements to evidence its participation in such Programs.

FEES AND OTHER PAYMENTS

• 7.1 Initial License Purchase Fee. Licensee will pay to Budget an Initial License Purchase Fee for the right to become the Network licensee in the Territory in the amount set forth and in the manner identified in the Summary Pages (Section 10(a)) upon execution of this Agreement. Such fees are fully earned by Budget upon execution of this Agreement and are not refundable, in whole or in part, under any circumstances.
• 7.2 License Fees. Licensee will pay to Budget by the tenth (10th) of each month: License Fees for the operation of the Rental Business, and other fees associated with the Rental

Business, in the amount set forth and in the manner identified in the Summary Pages (Section 10(b)). The definition of Gross Revenue for the Rental Business is defined in Paragraph 7.10. All fees due hereunder will be documented through the Monthly System Fee Report and invoice, which Licensee will submit to Budget along with all fees due hereunder. Such fees will be subject to adjustment in accordance with the results of any audit by Budget of the records of Licensee.

• 7.3 Monthly Marketing Fees. Licensee will pay to Budget a Monthly Marketing Fee identified in the Summary Pages (Section 10(c)). License Fees and Monthly Marketing Fees are collectively referred to as "System Fees."
• 7.4 Reservation Fees. Licensee will participate in the Reservation System Budget designates and in no other reservation system and will pay to Budget or one of its Related Entities the then-current reservation fees established by Budget or one of its Related Entities for each reservation transmitted to Licensee whether or not the reservation results in a rental ("Reservation Fees"). Licensee will accept and service all reservations at the time of day requested by the customer. The current Reservation Fee is identified in the Summary Pages (Section 10(d)). This fee is subject to change at the discretion of Budget. If Licensee fails to pay Reservation Fees when due, Budget may remove, suspend or block Licensee's right to receive reservations. In addition to the Reservation Fees payable to Budget or one of its Related Entities, Licensee will pay to certain, but not all, third party travel agencies the then-current Global Distribution System Fees ("GDS") identified in the Summary Pages (Section 10(e)).
• 7.5 Travel Agency Commissions. Licensee will participate in all Budget-approved programs for the centralized payment of travel agency commissions, will comply with Budget rules and regulations relating thereto, and will ensure that all such commissions are promptly paid in accordance with System policy. Currently, travel agency commissions are identified in the Summary Pages (Section 10(f)). If such commissions are not timely paid, Budget will have the right, but not the duty, to pay such commissions and bill Licensee for such commissions. Should Licensee fail to pay travel agent commissions when due, Budget has the right to cease all reservations which Budget, or any third party, transmits to Licensee until all amounts due to Budget or any third party are paid in full.
• 7.6 Termination Fee. If Licensee terminates this Agreement pursuant to Paragraph 11.2, Licensee may be charged a termination fee as described in Paragraph 11.2 and the Summary Pages (Section 10(g)).
• 7.7 Customer Complaints. If Budget resolves a complaint on behalf of Licensee as described in Paragraph 6.3, Budget will bill Licensee the amount disbursed to a third party in settlement of the complaint and any applicable customer complaint fees or handling charges.
• 7.8 Reports. Budget may specify periodic reports Licensee will submit to Budget and require Licensee to submit these forms electronically. Budget also reserves the right to prepare (or cause one of its Related Entities to prepare) and make available to Licensee a monthly composite statement ("Composite Statement") for the Territory which will contain specific charges and credits relating to various programs including, the Programs referenced in Article VI. If Budget so chooses to use a Composite Statement, Licensee will pay to Budget (or its designated affiliate) all amounts contained within the Composite Statement, including any late fees, administrative fees

and/or any contested fees that have not been resolved as further described below, within forty-five (45) days of the Composite Statement Date. Licensee will have forty-five (45) days from the Composite Statement Date, to contest and adequately address any charges or credits on the Composite Statement in accordance with the Standards (the "Review Period"). Licensee agrees that any changes or credits not properly contested or addressed within the Review Period will be considered final, due and payable to Budget (or its designated affiliate) pursuant to this Paragraph 7.8 and the Rental System Agreement. Budget (or its designated affiliate), at its sole discretion, will first apply any payments that it receives to the oldest balances first and may modify the Review Period or any of the Standards relating to the Composite Statement upon written notice to the Licensee.

• 7.9 Incomplete Records. If the books and records of Licensee are missing or incomplete, for purposes of calculating System Fees, the Gross Revenue of Licensee will equal the average of the Gross Revenue of two other Budget Rental Businesses that are most similar to the Rental Business, as determined by Budget in its sole discretion, based on the latest available car rental volume statistics, reservations systems statistics or by sales tax reports or other data.
• 7.10 Definition of "Gross Revenue.". The term "Gross Revenue" will, for purposes of this Agreement, mean any and all sums of every nature and character (whether in cash, credit or otherwise) payable (collected or uncollected) under closed rental agreements, vehicle lease agreements, sublicense agreements, or otherwise, in Licensee's operation of its Rental Business including time, mileage, damage or loss waiver, insurance products, service fees, surcharges and any other charges for any ancillary goods or services provided directly or indirectly in connection with Licensee's Rental Business, including baby seats, navigational devices, portable XM radios and/or DVD players, tire chains, locks, ropes, hitches, pads, boxes, portable lifts, and other products and services associated with loading, unloading, securing contents and packing trucks and cars and specifically excluding only the following: (a) any national, state/province or local sales or other similar taxes separately stated, collected from customers and paid by Licensee to the applicable airport authority; (b) any amounts received as insurance proceeds or otherwise for damage to vehicles or other property of Licensee, or for loss, conversion or abandonment of such vehicles;

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