Exhibit 10.5





Exhibit 10.5




AMENDED AND RESTATED CANADIAN SECURITY AGREEMENT




dated as of October 14, 2011




among




UNITED RENTALS (NORTH AMERICA), INC.; UNITED RENTALS, INC.; UNITED

RENTALS NORTHWEST, INC.; UNITED RENTALS (DELAWARE) INC.; UNITED

RENTALS HIGHWAY TECHNOLOGIES GULF, LLC; UNITED RENTALS OF CANADA,

INC.; UNITED RENTALS FINANCING LIMITED PARTNERSHIP; UNITED RENTALS OF

NOVA SCOTIA (NO.1); UNITED RENTALS OF NOVA SCOTIA (NO.2), ULC; and UR

CANADIAN FINANCING PARTNERSHIP,

as the Grantors,




and




BANK OF AMERICA, N.A.,

as Agent




 


 









 







Table of Contents




	 	 	 	 	 
	 	 	Page	 
	SECTION 1. Defined Terms
	 	 	2	 
	SECTION 2. Grant of Lien
	 	 	2	 
	SECTION 3. Perfection and Protection of Security Interest
	 	 	5	 
	SECTION 4. Location of Collateral
	 	 	8	 
	SECTION 5. Jurisdiction of Organization
	 	 	8	 
	SECTION 6. Title to, Liens on, and Sale and Use of Collateral
	 	 	8	 
	SECTION 7. Access and Examination
	 	 	8	 
	SECTION 8. Accounts
	 	 	9	 
	SECTION 9. Inventory; Perpetual Inventory
	 	 	9	 
	SECTION 10. Documents, Instruments and Letter of Credit Rights
	 	 	9	 
	SECTION 11. Leases and Other Chattel Paper
	 	 	9	 
	SECTION 12. Right to Cure
	 	 	10	 
	SECTION 13. Power of Attorney
	 	 	10	 
	SECTION 14. The Agent’s and the Other Secured Parties’ Rights, Duties and Liabilities
	 	 	11	 
	SECTION 15. Patent, Trademark and Copyright Collateral
	 	 	12	 
	SECTION 16. Indemnification
	 	 	14	 
	SECTION 17. Limitation on Liens on Collateral
	 	 	14	 
	SECTION 18. [Reserved]
	 	 	14	 
	SECTION 19. Remedies; Rights Upon Default
	 	 	14	 
	SECTION 20. Grant of License to Use Proprietary Rights
	 	 	16	 
	SECTION 21. Limitation on the Agent’s and the Other Secured Parties’ Duty in Respect of Collateral
	 	 	17	 
	SECTION 22. Miscellaneous
	 	 	17	 





 


 









 





	 	 	 	 	 
	 	 	Page	 
	SECTION 23. Release
	 	 	21	 
	SECTION 24. Amendment and Restatement
	 	 	21	 
	SECTION 1. Grant of Lien
	 	 	1	 
	 
	 	 	 	 
	Schedules
	 	 	 	 
	 
	 	 	 	 
	Schedule I  —  Jurisdictions of Organization
	 	 	 	 
	Schedule II  —  Patents, Trademarks and Copyrights
	 	 	 	 
	 
	 	 	 	 
	Exhibits
	 	 	 	 
	 
	 	 	 	 
	Exhibit A  —  Security Agreement Supplement
	 	 	 	 






 


 









 







AMENDED AND RESTATED CANADIAN SECURITY AGREEMENT




This Amended and Restated Canadian Security Agreement (as amended, restated, amended and
restated, supplemented or otherwise modified from time to time, this “Agreement”), is dated
as of October
 14, 2011, among UNITED RENTALS (NORTH AMERICA), INC., a Delaware corporation, and
each other U.S. Borrower (as such term is defined in the Credit Agreement referred to below)
(collectively, the “U.S. Borrowers”); UNITED RENTALS, INC., a Delaware corporation, and each other
U.S. Guarantor (as such term is defined Credit Agreement referred to below) including UNITED
RENTALS NORTHWEST, INC., an Oregon Corporation (“UR (NW)”), UNITED RENTALS (DELAWARE) INC., a
Delaware corporation (“UR (DE)”), and UNITED RENTALS HIGHWAY TECHNOLOGIES GULF, LLC, a Delaware
limited liability company (“UR LLC”), (collectively, the “U.S. Guarantors”); UNITED RENTALS OF
CANADA, INC., a company amalgamated under the laws of the Province of Ontario (“Canadian
Borrower”); UNITED RENTALS FINANCING LIMITED PARTNERSHIP, a limited partnership organized pursuant
to the laws of Delaware (the “Specified Loan Borrower”); UNITED RENTALS OF NOVA SCOTIA (NO.1), ULC,
a Nova Scotia unlimited liability company (“NSULC 1”), UNITED RENTALS OF NOVA SCOTIA (NO.2), ULC, a
Nova Scotia unlimited liability company (“NSULC 2”); and UR CANADIAN FINANCING PARTNERSHIP, a
partnership organized pursuant to the laws of Nova Scotia (“UR Financing Partnership” and together
with NSULC 1 and NSULC 2 the “Canadian Guarantors”), and such other signatories hereto (each of the
foregoing a “Grantor” and collectively the “Grantors”) and BANK OF AMERICA, N.A., as Agent (the
“Agent”).



W I T N E S S E T H :




WHEREAS, United Rentals, Inc., United Rentals (North America), Inc., certain of their
Subsidiaries, the Agent and the lenders party thereto are party to a credit agreement dated as of
June 9, 2008 (as amended, restated, amended and restated, supplemented or otherwise modified prior
to the date hereof, the “Existing Credit Agreement”);



WHEREAS, as of the date hereof, the Existing Credit Agreement is being amended and restated,
without constituting a novation, pursuant to an amended and restated Credit Agreement dated as of
the date hereof (as amended, restated, amended and restated, supplemented or otherwise modified
from time to time, the “Credit Agreement”), among, amongst others, the U.S. Borrowers, the U.S.
Guarantors, the Canadian Borrower, the Specified Loan Borrower, the Canadian Guarantors, Bank of
America, N.A., as Agent, and the lenders party thereto;



WHEREAS, in connection with the  Existing Credit
Agreement, each Grantor (and certain other grantors party thereto) entered into a Canadian Security Agreement,
dated as of June 9, 2008 (as amended, restated, extended, supplemented or
otherwise modified in writing prior to the date hereof, the “Existing Security Agreement”);





WHEREAS, in order to induce the Agent and the Lenders to amend and restate the existing Credit
Agreement by entering into the Credit Agreement and the other Loan Documents and to induce the
Lenders to maintain and make loans and issue letters of credit as provided for in the Credit
Agreement, the Grantors enter into this Agreement in favour of the Agent, and pursuant hereto agree
to grant to the Agent, for the benefit of the Secured Parties, a security interest in and lien upon
the Collateral (as defined below) to secure their respective Obligations (as defined in the Credit
Agreement);


 


 









 





WHEREAS, the Canadian Borrower is a borrower and has obligations to, amongst others, the Agent
pursuant to the terms of the Credit Agreement;



WHEREAS, in connection with the entering into the Credit Agreement, the Specified Loan
Borrower, the Canadian Guarantors, the U.S. Borrowers, U.S. Guarantors, have entered into an
amended and restated guarantee agreement (the “Canadian Borrower Guarantee”) dated of equal date
herewith in favour of the Agent, whereby they each, jointly and severally agree to unconditionally
guarantee and promise to pay to the Agent, or order to be paid, on demand, any and all Obligations
of the Canadian Borrower and its successors and assigns;



WHEREAS, NSULC 1 and NSULC 2 have entered into an amended and restated guarantee agreement
(the “US Borrower Guarantee”) dated of equal date herewith in favour of the Agent, whereby they
each, jointly and severally, agree to unconditionally guarantee and promise to pay to the Agent, or
order to be paid, on demand, any and all Obligations of the U.S. Obligors;



WHEREAS the obligations of the Grantors pursuant to the Canadian Borrower Guarantee, and the
U.S. Borrower Guarantee (collectively the “Guarantees”) form part of the Obligations of the
Grantors pursuant to the terms of the Credit Agreement;



WHEREAS, in consideration for, among other things, the amendment and restatement of the
Existing Credit Agreement by the execution and delivery of the Credit Agreement by the Agent and
the Lenders, and to secure the full and prompt payment and performance of all of their respective
Obligations, each Grantor agrees to grant to the Agent, for the benefit of the Secured Parties, a
security interest in the Collateral, in order to ensure and secure the prompt payment and
performance of their respective Obligations.



NOW, THEREFORE, in consideration of the promises and mutual covenants set forth herein, and
for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree that the Existing Security Agreement shall be amended and
restated as follows:



SECTION 1. Defined Terms. All capitalized terms used but not otherwise defined herein have the meanings given to them
in the Credit Agreement. All other undefined terms contained in this Agreement, unless the context
indicates otherwise, have the meanings provided for by the Personal Property Security Act (Ontario)
as in effect from time to time in the applicable jurisdiction (the “PPSA”) to the extent
the same are used or defined therein.



SECTION 2. Grant of Lien. (a) As security for the due and prompt payment and performance when due (whether at the
stated maturity, by acceleration or otherwise), as the case may be, by the Grantors of their
respective Obligations, each Grantor hereby grants, to the Agent, its successors and assigns, for
the ratable benefit of the applicable Secured Parties, a security interest (the “Security
Interest”) in and continuing lien upon and right of set-off against, all personal property,
assets and undertakings of such Grantor, including, without limitation, all of such Grantor’s
right, title and interest in or to any and all of the following properties and assets of such
Grantor and powers and rights of such Grantor in all of the following (including
the power to transfer rights in the following), whether now owned or existing or at any time
hereafter acquired or arising, regardless of where located (collectively, the
“Collateral”):


 


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(i) all Accounts, including all debts, book debts, accounts, claims, demands, moneys
and choses in action whatsoever including, without limitation, claims against the Crown and
claims under insurance policies, which are now owned by or are due, owing or accruing due to
the Grantor or which may hereafter be owned by or become due, owing or accruing due to the
Grantor together with all contracts, investment property, bills, notes, lien notes,
judgments, chattel mortgages, mortgages and all other rights, benefits and documents now or
hereafter taken, vested in or held by the Grantor in respect of or as security for the same
and the full benefit and advantage thereof, and all rights of action or claims which the
Grantor now has or may at any time hereafter have against any Person in respect thereof;




(ii) all Inventory, including, without limitation, all Rental Equipment, goods,
merchandise, raw materials, goods in process, finished goods, packaging and packing material
and other tangible personal property now or hereafter held for sale, lease, rental or resale
or that are to be furnished or have been furnished under a contract of service or that are
to be used or consumed in the business of the Grantor;




(iii) all leases of Goods (whether or not in the form of a lease agreement), including
all Leases;




(iv) all documentation evidencing rights in any Inventory or Equipment, including all
certificates, Certificates of Title, Manufacturer’s Statements of Origin, and other
Collateral Instruments (as such terms are defined in the UCC);




(v) all contract rights, including contract rights in respect of any Like-Kind
Exchange;




(vi) all Chattel Paper;




(vii) all Documents;




(viii) all Instruments;




(ix) all Supporting Obligations and Letter-of-Credit Rights (as such terms are defined
in the UCC);




(x) all General Intangibles including Payment Intangibles (as such term is defined in
the UCC) and Software;




(xi) all Goods (excluding “Consumer Goods” as such term is defined in the PPSA);




(xii) all Equipment;




(xiii) all Investment Property;


 


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(xiv) all money, cash, cash equivalents, securities and other property of any kind of
such Grantor held directly or indirectly by the Agent, any Lender or any of their
Affiliates;




(xv) all of such Grantor’s Material Accounts, credits, and balances with and other
claims against the Agent or any Lender or any of their Affiliates or any other financial
institution with which such Grantor maintains deposits, including all Payment Accounts;




(xvi) all books, records and other property related to or referring to any of the
foregoing, including books, records, account ledgers, data processing records, computer
software and other property;




(xvii) the uncalled capital, money, rights, bills of exchange, negotiable and non
negotiable instruments, judgments and securities not otherwise described in the foregoing;
and




(xviii) all accessions to, substitutions for and replacements, products and proceeds
derived directly or indirectly of any of the foregoing, including, but not limited to,
proceeds of any insurance policies, claims against third parties, and condemnation or
requisition payments with respect to all or any of the foregoing;



provided, however, the Collateral shall not include:




(i) any rights or interests of a Grantor in any contract if, under the terms of such
contract or any Requirement of Law with respect thereto, the valid grant of a security
interest or other Lien therein to the Agent is prohibited and such prohibition has not been
or is not waived or the consent of the other party to such contract has not been or is not
otherwise obtained or under Requirements of Law such prohibition cannot be waived, provided
that the foregoing exclusion shall in no way be construed (i) to apply if any such
prohibition is ineffective or unenforceable under the UCC (including Sections 9 406, 9 407,
9 408 or 9 409), the PPSA, or any other requirement of applicable law or (ii) so as to
limit, impair or otherwise affects the Agent’s unconditional continuing security interest in
and Lien upon any rights or interests of Grantors in or to monies due or to become due under
any such contract (including any Accounts) or (iii) the prohibition against the valid grant
of a security interest is a restriction on the contract or a Requirement of Law the Grantor
shall hold its interest in trust for the Agent, provided that, until the security interest
created hereby has become enforceable, the Grantor shall be entitled to all proceeds arising
under or in connection therewith;




(ii) any property that is subject to a lien securing purchase money or sale/leaseback
Debt permitted under the Credit Agreement pursuant to documents that prohibit such Grantor
from granting any other Liens in such property, and such prohibition has not been or is not
waived or the consent of the other party to such contract has not been or is not otherwise
obtained or under Requirements of Law such prohibition cannot be waived, and only for so
long as such Debt remains outstanding;


 


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(iii) except to the extent specifically provided herein, (i) Accounts, Leases,
contractual rights or any other assets (other than Inventory or Equipment) subject to any
Qualified Receivables Transaction or (ii) Accounts, Leases, contractual rights or any other
assets subject to any Like-Kind Exchange;




(iv) the equity interests, and any certificates or instruments in respect thereof, in
United Rentals of Nova Scotia (No.1), ULC and United Rentals of Nova Scotia (No.2), ULC or
any other Nova Scotia unlimited liability company;




(v) the equity interests, and any certificates or instruments in respect thereof, in
United Rentals Industrial Services, LLC and any other joint venture or non-wholly owned
Subsidiary, the governing agreements of which prohibit the pledge or other granting of
security over equity interests in such Subsidiary and such prohibition has not been or is
not waived or the consent of the other party to such contract has not been or is not
otherwise obtained or under Requirements of Law such prohibition cannot be waived




(vi) with respect to the U.S. Borrowers and U.S. Guarantors only, any of the
outstanding voting equity or other voting ownership interests of a Foreign Entity (as
defined below) in excess of 65% of the voting power of all classes of equity or other
ownership interests of such Foreign Entity entitled to vote, with the intention of this
exclusion being to provide the same limitation, with respect to the US Borrowers and US
Guarantors, as is set out in paragraph 2(b) of the Security Agreement (as such term is
defined in the Credit Agreement),such that any exclusion on the U.S Borrowers and U.S.
Guarantors obligations to grant security pursuant thereto, are also exclusions on the U.S
Borrowers and U.S. Guarantors obligations to grant security pursuant to this Agreement;




As used herein “Foreign Entity” shall mean, with respect to the Grantors, any
corporation, partnership, limited liability company or other business entity (x) which is
organized under the laws of a jurisdiction other than a state of the United States or the
District of Columbia, and (y) of which securities or other ownership interests representing
more than 50% of the equity, more than 50% of the ordinary voting power, more than 50% of
the general partnership interests or more than 50% of the limited liability company
membership interest are, at the time of any determination is being made, owned directly or
indirectly in the aggregate by all such Grantors.



(b) All of the Obligations of each respective Grantor shall be secured by all of the
Collateral of such Grantor and any other property of any such Grantor that secures any of the
Obligations.



SECTION 3. Perfection and Protection of Security Interest.



(a) Except as explicitly set forth herein or in the Credit Agreement, each Grantor shall, at
its expense, perform all steps reasonably requested in writing by the Agent at any time to perfect,
maintain or protect the Agent’s Liens, including: (i) executing and filing financing or financing
change statements, and amendments thereof, in form and substance reasonably satisfactory to the
Agent; (ii) causing Certificates of Title to be issued for all Titled Goods, the Agent’s Lien to be
noted thereon, and in each case completing all


 


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 actions necessary to perfect a first-priority security interest in all such Grantors Titled Goods in accordance
with the provisions of the Loan Documents and causing to be delivered to the Agent copies of duly
recorded certificates of title, the PPSA filings and other documents reasonably satisfactory to the
Agent (and at a minimum naming the Agent a lien holder, secured party, legal owner, or such other
capacity as appropriate in such filing); (iii) executing, delivering and/or filing and recording in
all appropriate offices of the Intellectual Property Security Agreement (to the extent required
under the Credit Agreement or any other Loan Document to which such Grantor is a party); (iv)
delivering to the Agent warehouse receipts covering any portion of the Collateral located in
warehouses and for which warehouse receipts are issued; (v) when an Event of Default pursuant to
Sections 10.1(a), (c)(i), (e), (f), (i) and (n) of the Credit Agreement has occurred and is
continuing, at the reasonable request of the Agent transferring Inventory to warehouses or other
locations designated by the Agent; (vi) when an Event of Default has occurred and is continuing,
placing notations on such Grantor’s books of account to disclose the Agent’s Liens; (vii) in the
case of any Collateral that is or represents any indebtedness owed to the Grantor including any
debts represented by a promissory note or other instrument with an individual amount in excess of
$5,000,000 deliver and pledge to the Agent hereunder such note or instrument duly indorsed and
accompanied by duly executed instruments of transfer or assignment, all in form and substance
satisfactory to the Agent, and (viii) in any taking such other steps as are deemed reasonably
necessary or desirable by the Agent to maintain and protect the Agent’s Liens and take all action
necessary to ensure that the Agent has control of Collateral consisting of investment property as
such term is defined in the STA (as defined below).



(b) Unless the Agent shall otherwise consent in writing (which consent may be revoked at any
time and from time to time), each Grantor shall deliver to the Agent all the Collateral consisting
of negotiable Documents, Chattel Paper and Instruments, in each case, with an individual value in
excess of $5,000,000 and all certificated securities (accompanied by stock powers executed in
blank), in each case promptly after such Grantor receives the same, and shall do everything
reasonably requested by the Agent to ensure that the Agent obtains “Control” (as such term is
defined in the Securities Transfer Act, 2006, S.O. c.8, the “STA”) of said documents and rights,
but if an Event of Default has occurred and is continuing, each Grantor agrees to deliver to the
Agent all such Collateral (regardless of value) upon the Agent’s request.



(c) Upon obtaining an interest therein (but in the case of clause (ii) below, subject to the
time period specified in Section 8.27(a) of the Credit Agreement), unless waived by the Agent in
writing (which waiver may be revoked at any time and from time to time), each Grantor shall obtain
control or blocked account agreements, in form and substance reasonably satisfactory to the Agent,
executed and delivered by (i) each issuer of uncertificated securities with an individual value in
excess of $5,000,000, securities intermediary, and commodities intermediary issuing or holding any
financial assets or commodities to or for such Grantor, and (ii) each depository bank at which such
Grantor maintains a Material Account.



(d) If any Grantor is or becomes the beneficiary of a letter of credit with an individual face
amount in excess of $5,000,000, such Grantor shall promptly notify the Agent thereof and, unless
otherwise consented by the Agent, enter into a tri-party agreement with the Agent and the issuer
and/or confirming bank with respect to Letter-of-Credit Rights, whereby such Grantor assigns such
Letter-of-Credit Rights to the Agent and directs all payments
thereunder to the Payment Account, all in form and substance reasonably satisfactory to the
Agent and all “transferable records” as defined in the Uniform Electronic Transactions Act.


 


6









 





(e) Each Grantor shall take all commercially reasonable steps necessary to grant the Agent
control of all electronic chattel paper in accordance with the UCC, PPSA, STA, CCQ or other
applicable law.



(f) Each Grantor hereby irrevocably authorizes the Agent at any time and from time to time to
file in any PPSA, UCC, Quebec Civil Code (“CCQ”) or other applicable filing office any initial
financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of
such Grantor or words of similar effect, regardless of whether any particular asset comprised in
the Collateral falls within the scope of Article 9 of the UCC of the State of New York or such
jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain
any other information required by such jurisdiction for the sufficiency or filing office acceptance
of any financing statement or amendment, including where applicable whether such Grantor is an
organization, the type of organization and any organization identification number issued to such
Grantor. Each Grantor agrees to furnish any such information to the Agent promptly upon request.
Each Grantor also ratifies its authorization for the Agent to have filed in any UCC, PPSA, CCQ or
other applicable filing office any like initial financing statements or amendments thereto if filed
prior to the date hereof.



(g) Each Grantor shall promptly notify the Agent of any commercial tort claim (as defined in
the UCC) involving a claim for damages in excess of $5,000,000, initiated or acquired by it and
unless otherwise consented by the Agent, such Grantor shall enter into a supplement to this
Agreement, granting to the Agent a Lien in such commercial tort claim.



(h) So long as the Credit Agreement or any of the Guarantees are in effect and until Full
Payment of the Obligations, the Agent’s Liens shall continue in full force and effect in all the
Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as
the basis for any advance, loan, extension of credit, or other financial accommodation),
provided that, the Agent agrees to release its Lien in any Collateral that is sold or
disposed of by a Grantor as permitted pursuant to the Credit Agreement, subject to the satisfaction
of any conditions to release (if any) set forth in the Credit Agreement, including the continuance
of the Agent’s Lien in any proceeds of such released Collateral.



(i) Without limiting the prohibitions on mergers or other transactions involving any Grantor
contained in the Credit Agreement, no Grantor shall reincorporate or reorganize itself under the
laws of any jurisdiction or change its type of entity or jurisdiction of organization as identified
in the Perfection Certificate unless (i) such Grantor shall have provided not less than thirty (30)
days (or such shorter period as the Agent may agree) prior written notice to the Agent of such
reincorporation or reorganization, (ii) such Grantor shall have executed and delivered to the Agent
all documents, agreements and instruments reasonably requested by the Agent in order to maintain
the validity, perfection, enforceability and priority of the Agent’s Lien in all of such Grantor’s
Collateral, and (iii) such Grantor shall have authorized the Agent to file all such PPSA financing
statements, recordations required by the CCQ, notices with the Canadian Intellectual Property
Office (or any similar office in any other country or any political subdivision thereof) with
respect to patents, trademarks and other intellectual property Collateral,
and made such other filings or recordings as are necessary to maintain the validity,
perfection, enforceability and priority of the Agent’s Lien in all of such Grantor’s Collateral.


 


7









 





(j) Each Grantor acknowledges that it is not authorized to file any financing statement or
amendment or termination statement or financing change statement with respect to any financing
statement filed by the Agent without the prior written consent of the Agent and agrees that it will
not do so without the prior written consent of the Agent.



(k) No Grantor shall enter into any contract or agreement that restricts or prohibits the
grant of a security interest in Accounts, Chattel Paper, Leases, Instruments or Payment Intangibles
(as such term is defined in the UCC) or the proceeds of the foregoing to the Agent, except (x) for
any joint venture agreement (solely with respect to restrictions on any such assets of the joint
venture entity but in no event relating to any such assets of a Grantor) or (y) in the case of such
a contract or agreement which evidences or secures Permitted Debt to the extent that the collateral
restricted or prohibited by such contract or agreement arises solely out of the acquisition, sale
or other disposition of such collateral thereunder.



SECTION 4. Location of Collateral. Each Grantor represents that all of its Inventory (other than Inventory in transit) is, and
covenants that all of its Inventory will be, located either (a) on premises owned or leased by such
Grantor, (b) at a warehouse which if required by the Credit Agreement, subject to a warehousing
arrangement between such Grantor and the applicable warehouseman, or (c) in the case of Inventory
subject to a Lease, on premises owned or leased by the lessee of such Inventory; provided
that such Grantor shall use commercially reasonable efforts to obtain a Collateral Access
Agreements from any lessor and/or mortgagee of such premises to the extent reasonably requested by
the Agent.



SECTION 5. Jurisdiction of Organization. Each Grantor represents and warrants to the Agent and the other Secured Parties that as of
the Agreement Date: (a) Schedule I hereto identifies (i) such Grantor’s name as of the
date hereof as it appears in official filings in the state, province or other jurisdiction of its
incorporation or other organization, (ii) the type of entity of such Grantor (including
corporation, partnership, limited partnership or limited liability company), (iii) the
organizational identification number issued by such Grantor’s state, province or territory of
incorporation or organization or a statement that no such number has been issued, and (iv) the
jurisdiction in which such Grantor is incorporated or organized; and (b) such Grantor has only one
state, province or territory of incorporation or organization.



SECTION 6. Title to, Liens on, and Sale and Use of Collateral. Each Grantor represents and warrants to the Agent and the other Secured Parties and agrees
with the Agent and the other Secured Parties that: (a) such Grantor has rights in and the power to
transfer all of the Collateral free and clear of all Liens whatsoever, except for Permitted Liens;
and (b) such Grantor will use, store, and maintain the Collateral with reasonable care and will use
the Collateral for lawful purposes only.



SECTION 7. Access and Examination. The Agent may, without expense to the Agent, use such of each Grantor’s respective
personnel, supplies, and Real Estate as may be reasonably necessary for maintaining or enforcing
the Agent’s Liens. Subject to the terms of the Credit Agreement, the Agent shall have the right,
at any time, in the Agent’s name or in the
name of a nominee of the Agent, to verify the validity, amount or any other matter relating to
the Accounts, Inventory, Leases, or other Collateral, by mail, telephone, or otherwise.


 


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SECTION 8. Accounts.



(a) No Grantor shall accept any note or other instrument (except a check or other instrument
for the immediate payment of money) with respect to any Account not subject to any Qualified
Receivables Transactions unless upon such Grantor’s receipt of any such instrument, (unless
otherwise agreed by the Agent or if the value of such single instrument does not exceed $5,000,000)
such Grantor promptly delivers such instrument to the Agent, endorsed by such Grantor to the Agent
in a manner reasonably satisfactory in form and substance to the Agent.



SECTION 9. Inventory; Perpetual Inventory. Each Grantor represents and warrants to the Agent and the other Secured Parties and agrees
with the Agent and the other Secured Parties that all of the material Inventory owned by such
Grantor is and will be held for sale or lease in the ordinary course of such Grantor’s business,
and is and will be fit (ordinary wear and tear and casualty events excepted) for such purposes.
Each Grantor will keep its material Inventory in good and marketable condition, except for damaged
or defective goods arising in the ordinary course of such Grantor’s business and casualty events.
No Grantor will, without the prior written consent of the Agent, acquire or accept any Inventory on
consignment or approval. No Grantor will, without the Agent’s written consent, sell any Inventory
on a bill-and-hold, guaranteed sale, sale and return, sale on approval, consignment, or other
repurchase or return basis.



SECTION 10. Documents, Instruments and Letter of Credit Rights. Each Grantor represents and warrants to the Agent and the other Secured Parties and agrees
with the Agent and the other Secured Parties that (a) all Documents, Instruments and
Letter-of-Credit Rights (as such term in defined in the UCC) describing, evidencing, or
constituting the Collateral, in each case, with an individual value or face value in excess of
$5,000,000, and all signatures and endorsements of any Grantor or Affiliate thereon, are and will
be complete, valid, and genuine, and (b) all goods constituting Collateral evidenced by such
Documents, Instruments and Letter-of-Credit Rights are and will be owned by such Grantor, free and
clear of all Liens other than Permitted Liens.



SECTION 11. Leases and Other Chattel Paper.



(a) Each Grantor hereby represents and warrants to the Agent and the other Secured Parties and
agrees with the Agent and the other Secured Parties, with respect to such Grantor’s Leases, that
(except, in each case, as it would not be reasonably expected to have a Material Adverse Effect):
(i) each Lease represents a bona fide lease and delivery of goods by such Grantor in the ordinary
course of such Grantor’s business; (ii) all amounts described as being payable by a lessee in any
existing Lease are for a liquidated amount payable by such lessee thereon on the terms set forth in
such Lease, without any offset, deduction, defense, or counterclaim except in the ordinary course
of business; (iii) each copy of a Lease delivered to the Agent by such Grantor will be a genuine
copy of the original of such Lease; and (iv) (except in the case of Progress Billings) all goods
described in any Lease that has been delivered to the
Agent shall be or will have been delivered to and accepted by the lessee thereunder (subject
to the terms of such Lease).

 


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(b) No Grantor shall accept any note or other instrument (except a check or other instrument
for the immediate payment of money) with respect to any Lease unless upon such Grantor’s receipt of
any such instrument, unless otherwise agreed by the Agent or if such single instrument has a face
value that does not exceed $5,000,000, such Grantor promptly delivers such instrument to the Agent,
endorsed by such Grantor to the Agent in a manner reasonably satisfactory in form and substance to
the Agent.



(c) Each Grantor represents and warrants to the Agent and the other Secured Parties that all
Goods that are covered by such Leases and Chattel Paper are owned by such Grantor, free and clear
of all Liens other than Permitted Liens.



SECTION 12. Right to Cure. The Agent may, in its reasonable discretion, and shall, at the direction of the Required
Lenders, pay any amount or do any act required of any Grantor hereunder or under any other Loan
Document in order to preserve, protect, maintain or enforce the Obligations, the Collateral or the
Agent’s Liens therein, and which any Grantor fails to pay or do following notice by the Agent to
Grantors (unless an Event of Default has occurred or is continuing, or unless Agent has reason to
believe exigent circumstances may exist, in which events, no such notice shall be required),
including payment of any judgment against any Grantor, any insurance premium, any warehouse charge,
any finishing or processing charge, any landlord’s or bailee’s claim, and any other Lien upon or
with respect to the Collateral. All payments that the Agent makes under this Section 12
and all documented out-of-pocket costs and expenses that the Agent pays or incurs in connection
with any action taken by it hereunder shall be charged as a Canadian Revolving Loan, and the Agent
agrees to notify the Canadian Borrower thereof; provided that neither the Agent’s right to
make any such payments and charge the same as a Canadian Revolving Loan, nor the Canadian
Borrower’s obligation to repay any such Canadian Revolving Loan, shall be conditioned in any way
upon the Agent’s providing such notification. Any payment made or other action taken by the Agent
under this Section 12 shall be without prejudice to any right to assert an Event of Default
hereunder and to proceed thereafter as herein provided.



SECTION 13. Power of Attorney. Each Grantor hereby appoints the Agent and the Agent’s designee as such Grantor’s attorney,
with power exercisable upon the occurrence and during the continuance of an Event of Default: (a)
to endorse such Grantor’s name on any checks, notes, acceptances, money orders, or other forms of
payment or security that come into the Agent’s or any of the other Secured Parties’ possession; (b)
to sign such Grantor’s name on any invoice, bill of lading, warehouse receipt or other negotiable
or non-negotiable Document constituting the Collateral, on drafts against customers, on assignments
of Accounts, on notices of assignment, financing statements and other public records and to file
any such financing statements by electronic means with or without a signature as authorized or
required by applicable law or filing procedure; (c) to notify the post office authorities to
change the address for delivery of such Grantor’s mail to an address designated by the Agent and to
receive, open and dispose of all mail addressed to such Grantor; (d) to send requests for
verification of Accounts and Leases (other than Accounts and Leases subject to any




 


10









 






Qualified Receivables   Transactions) to Account Debtors and lessees; (e) to complete in such Grantor’s name or
the Agent’s name, any order, sale, lease or transaction, obtain the necessary Documents in
connection therewith, and collect the proceeds thereof; (f) to clear Inventory through customs in
such Grantor’s name, the Agent’s name or the name of the Agent’s designee, and to sign and deliver
to customs officials powers of attorney in such Grantor’s name for such purpose; (g) to the extent
that such Grantor’s authorization given in Section 3(f) of this Agreement is not
sufficient, to file such financing statements with respect to this Agreement; and (h) to do all
things necessary to carry out the Credit Agreement, this Agreement and the other Loan Documents.
Each Grantor ratifies and approves all acts of such attorney. This power, being coupled with an
interest, is irrevocable until the Credit Agreement has been terminated and Full Payment of the
Obligations has occurred.



SECTION 14. The Agent’s and the Other Secured Parties’ Rights, Duties and Liabilities.



(a) As between the Grantors and the Secured Parties, each Grantor assumes all responsibility
and liability arising from or relating to the use, sale, lease, license or other disposition of the
Collateral. None of the Obligations shall be affected by any failure of the Agent or any of the
other Secured Parties to take any steps to perfect the Agent’s Liens or to collect or realize upon
the Collateral, nor shall loss of or damage to the Collateral release any Grantor from any of the
Obligations. Following the occurrence and during the continuation of an Event of Default, the
Agent may (but shall not be required to), and at the direction of the Required Lenders shall,
without notice to or consent from any Grantor, sue upon or otherwise collect, extend the time for
payment of, modify or amend the terms of, compromise or settle for cash, credit, or otherwise upon
any terms, grant other indulgences, extensions, renewals, compositions, or releases, and take or
omit to take any other action with respect to the Collateral, any security therefore, any agreement
relating thereto, any insurance applicable thereto, or any Person liable directly or indirectly in
connection with any of the foregoing, without discharging or otherwise affecting the liability of
Grantors for the Obligations, or any other agreement now or hereafter existing between any of the
Secured Parties and any Grantor.



(b) It is expressly agreed by each Grantor that, anything herein to the contrary
notwithstanding, such Grantor shall remain liable under each Lease and each of its other contracts,
agreements and licenses to observe and perform all the conditions and obligations to be observed
and performed by it thereunder. Neither the Agent nor any of the other Secured Parties shall have
any obligation or liability under any Lease, contract, agreement or license by reason of or arising
out of this Agreement or the granting herein of a Lien thereon or the receipt by the Agent or any
of the other Secured Parties of any payment relating to any Lease, contract, agreement or license
pursuant hereto. Neither the Agent nor any of the other Secured Parties shall be required or
obligated in any manner to perform or fulfill any of the obligations of any Grantor under or
pursuant to any Lease, contract, agreement or license, or to make any payment, or to make any
inquiry as to the nature or the sufficiency of any payment received by it or the sufficiency of any
performance by any party under any Lease, contract, agreement or license, or to present or file any
claims, or to take any action to collect or enforce any performance or the payment of any amounts
which may have been assigned to it or to which it may be entitled at any time or times.


 


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(c) With respect to Accounts and Leases, in each case not subject to any Qualified Receivables
Transactions or Like-Kind Exchange, the Agent may, at any time after an Event of Default shall have
occurred and be continuing (or if any rights of set-off (other than set-offs against an Account
arising under the contract giving rise to the same Account) or contra accounts may be asserted with
respect to the following), without prior notice to any Grantor, notify Account Debtors, parties to
Leases and other Persons obligated on the Collateral that the Agent has a security interest
therein, and that payments shall be made directly to the Agent, for the benefit of the Secured
Parties. Upon the request of the Agent, each Grantor shall so notify Account Debtors and other
Persons obligated on such Collateral. Once any such notice has been given to any Account Debtor or
other Person obligated on such Collateral and while any Event of Default exists and is continuing,
no Grantor shall give any contrary instructions to such Account Debtor or other Person without the
Agent’s prior written consent.



(d) With respect to Accounts, and Leases, in each case not subject to any Qualified
Receivables Transactions or Like-Kind Exchange, in connection with any audit, inspection or
appraisal under, and subject to the terms of, Section 8.4 of the Credit Agreement, the Agent may at
any time in the Agent’s own name, or in the name of any Grantor, communicate with Account Debtors,
parties to Leases, contracts, agreements or licenses to which such Grantor is a party, and obligors
in respect of Instruments to verify with such Persons, to the Agent’s satisfaction, the existence,
amount and terms of Accounts, Leases, contracts and agreements, payment intangibles, Instruments or
Chattel Paper. Grantors shall deliver to the Agent, at their own expense, the results of each
physical verification, if any, which any Grantor may in its discretion have made, or caused any
other Person to have made on its behalf, of all or any portion of the Inventory.



SECTION 15. Patent, Trademark and Copyright Collateral.



(a) Each Grantor represents and warrants to the Agent and the other Secured Parties that (i)
as of the Agreement Date, such Grantor does not have any interest in, or title to, any material
issued or applied-for patents, registered or applied-for trademarks or registered or applied-for
copyrights except as set forth in Schedule II hereto and, (ii) this Agreement, together with the
filing of the financing statements referred to in Section 3(f) of this Agreement, the recording of
the Trademark Agreement and the Patent Agreement with the Canadian Intellectual Property Office or
any similar office in any other country or any political subdivision thereof and subsequent filings
for any hereafter acquired, issued or applied-for patents, registered or applied-for trademarks or
issued or applied-for copyrights, are effective to create valid, perfected, first priority (subject
to Permitted Liens) and continuing Liens in favour of the Agent on such material patents,
trademarks and copyrights and such perfected Liens are enforceable as such as against any and all
creditors of such Grantor.



(b) Each Grantor shall notify the Agent promptly if it knows that any application or
registration relating to any material patent, trademark or copyright (now or hereafter existing)
owned or licensed by such Grantor will become abandoned or dedicated, or of any material and
adverse determination or development (including the institution of, or any such determination or
development in, any proceeding in the Canadian Intellectual Property Office, any similar office in
any other country or any political subdivision thereof, or any court)
regarding such Grantor’s ownership of any material patent, trademark or copyright, its right
to register the same, or to keep and maintain the same.

 


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(c) If, before Full Payment of the Obligations and the termination of the Lenders’ commitments
to lend under the Credit Agreement, any Grantor shall obtain ownership of any additional issued or
applied-for patent, registered or applied-for trademark or issued or applied-for copyright (except
to the extent any application for a trademark is excluded from the definition of “Collateral” under
subclause (c) of Section 2 of this Agreement), with respect to goods sold in such Grantor’s
business, the Agent shall have a Lien in, and the provisions of Section 2 shall
automatically apply to, such issued or applied-for patent, registered or applied-for trademark or
issued or applied-for copyright, and also to any composite marks or other marks of such Grantor
which are confusingly similar to such mark, and such Grantor shall give to the Agent prompt written
notice of such ownership within thirty (30) days of the end of each six month period or more
frequently upon the request of the Agent, if an Event of Default has occurred and is continuing) in
which such Grantor obtains ownership of such patent, trademark, or copyright. This Section
15(c) shall not apply to trademarks which are owned by others and licensed to any Grantor.



(d) Each Grantor authorizes the Agent to modify this Agreement by amending Schedule II
to include any additional issued or applied-for patents, registered or applied-for copyrights or
registered or applied-for trademarks, and to have this Agreement, as amended, or any other document
evidencing the security interest granted therein, recorded in the Canadian Intellectual Property
Office (or any similar office in any other country or any political subdivision thereof) at the
expense of such Grantor. The Agent shall provide notice to the Grantors of any amendment or
modification to be effected pursuant to this Section.



(e) Upon written request of the Agent, each Grantor shall execute and deliver any and all
security agreements and other notices of the Agent’s Liens as the Agent may reasonably request to
evidence the Agent’s Lien on such patent, trademark or copyright, and the General Intangibles of
such Grantor relating thereto or represented thereby.



(f) Each Grantor shall take all actions reasonably necessary or reasonably requested by the
Agent to maintain and pursue each application, to obtain the relevant registration and to maintain
the registration of each of the patents, trademarks and copyrights (now or hereafter existing),
including the filing of applications for renewal, affidavits of use, affidavits of
noncontestability and opposition and interference and cancellation proceedings, unless such Grantor
shall determine that such patent, trademark or copyright is not material to the conduct of its
business.



(g) In the event that any Grantor has knowledge that any of the material patent, trademark or
copyright Collateral is infringed upon, or misappropriated or diluted by a third party, such
Grantor shall notify the Agent promptly after such Grantor learns thereof. Each Grantor shall,
unless it shall reasonably determine that such patent, trademark or copyright Collateral is not
material to the conduct of its business or operations, promptly take commercially reasonable
actions including such actions as the Agent shall reasonably request under the circumstances to
protect such patent, trademark or copyright Collateral.


 


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SECTION 16. Indemnification. In any suit, proceeding or action brought by the Agent or any of the other Secured Parties
relating to any Collateral for any sum owing with respect thereto or to enforce any rights or
claims with respect thereto, each Grantor jointly and severally agrees to save, indemnify and keep
the Agent and the other Secured Parties harmless from and against all expense (including reasonable
and documented attorneys’ fees and expenses), loss or damage suffered by reason of any defense,
setoff, counterclaim, recoupment or reduction of liability whatsoever of the Account Debtor or
other Person obligated on the Collateral, arising out of a breach by any Grantor of any obligation
thereunder or arising out of any other agreement, indebtedness or liability at any time owing to,
or in favour of, such obligor or its successors from any Grantor, except in the case of the Agent
or any of the other Secured Parties, to the extent such expense, loss, or damage is attributable to
the gross negligence, bad faith or willful misconduct of the Agent or such other Secured Party.
All such obligations of Grantors shall be and remain enforceable against and only against Grantors
and shall not be enforceable against the Agent or any of the other Secured Parties.



SECTION 17. Limitation on Liens on Collateral. No Grantor will create, permit or suffer to exist, and will defend the Collateral against,
and take such other action as is necessary to remove, any Lien on the Collateral except Permitted
Liens, and will defend the right, title and interest of the Agent and the other Secured Parties in
and to any of such Grantor’s rights under the Collateral against the claims and demands (other than
Permitted Liens) of all Persons whomsoever.



SECTION 18. [Reserved].



SECTION 19. Remedies; Rights Upon Default.



(a) In addition to all other rights and remedies granted to it under this Agreement, the
Credit Agreement, the other Loan Documents and under any other instrument or agreement securing,
evidencing or relating to any of the Obligations or pursuant to any other applicable law, if any
Event of Default shall have occurred and be continuing, the Agent may exercise all rights and
remedies of a secured party under the PPSA, UCC, CCQ and other applicable law. Without limiting
the generality of the foregoing, each Grantor expressly agrees that, if any Event of Default shall
have occurred and be continuing, the Agent, without demand of performance or other demand,
advertisement or notice of any kind (except the notice specified below of time and place of public
or private sale) to or upon such Grantor or any other Person (all and each of which demands,
advertisements and notices are hereby expressly waived to the maximum extent permitted by the PPSA,
UCC and CCQ and other applicable law), may forthwith enter upon the premises of such Grantor where
any Collateral is located through self-help, without judicial process, without first obtaining a
final judgment or giving such Grantor or any other Person notice and opportunity for a hearing on
the Agent’s claim or action and may collect, receive, assemble, process, appropriate and realize
upon the Collateral, or any part thereof, and may forthwith sell, lease, license, assign, give an
option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or
contract to do so), or any part thereof, in one or more parcels at a public or private sale or
sales, at any exchange at such prices as it may deem acceptable, for cash or on credit or for
future delivery without assumption of any credit risk. The Agent or any of the other Secured
Parties shall have the right upon


 


14









 






 any such public sale or sales and, to the extent permitted by
law, upon any such private sale or sales, to
 purchase for the benefit of the Agent and the other Secured Parties, the whole or any part of
said Collateral so sold, free of any right or equity of redemption, which equity of redemption each
Grantor hereby releases. Such sales may be adjourned and continued from time to time with or
without notice. The Agent shall have the right to conduct such sales on premises of any Grantor or
elsewhere and shall have the right to use any Grantor’s premises without charge for such time or
times as the Agent deems necessary or advisable.



(b) Each Grantor further agrees, at the Agent’s request following the occurrence and during
the continuance of an Event of Default, to assemble the Collateral and make it available to the
Agent at a place or places designated by the Agent which are reasonably convenient to the Agent and
such Grantor, whether at such Grantor’s premises or elsewhere. Until the Agent is able to effect a
sale, lease, or other disposition of the Collateral, the Agent shall have the right to hold or use
the Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of
preserving the Collateral or its value or for any other purpose deemed appropriate by the Agent.
The Agent shall have no obligation to any Grantor to maintain or preserve the rights of such
Grantor as against third parties with respect to the Collateral while the Collateral is in the
possession of the Agent. The Agent may, if it so elects, and, in addition to any other rights it
may have, appoint by instrument in writing a receiver or receiver and manager (both of which are
herein called a “Receiver”) of all or any part of the Collateral or may institute proceedings in
any court of competent jurisdiction for the appointment of such a Receiver. Any such Receiver is
hereby given and shall have the same powers and rights and exclusions and limitations of liability
as the Secured Parties and the Agent have under this Security Agreement, at law or in equity. In
exercising any such powers, any such Receiver shall, to the extent permitted by law, act as and for
all purposes shall be deemed to be the agent of the Grantor, and the Secured Parties and the Agent
shall not be responsible for any act or default of any such Receiver. The Agent may appoint one or
more Receivers hereunder and may remove any such Receiver or Receivers and appoint another or
others in his or their stead from time to time. Any Receiver so appointed may be an officer or
employee of the Agent or any of the other Secured Parties. A court need not appoint, ratify the
appointment by the Agent of or otherwise supervise in any manner the actions of any Receiver. Upon
the Grantor receiving notice from the Agent of the taking of possession of the Collateral or the
appointment of a Receiver, all powers, functions, rights and privileges of each of the directors
and officers of the Grantor with respect to the Collateral shall cease, unless specifically
continued by the written consent of the Agent. The Agent shall apply the net proceeds of any such
collection, recovery, receipt, appropriation, realization or sale to the Obligations as provided in
the Credit Agreement, and only after so paying over such net proceeds, and after the payment by the
Agent of any other amount required by any provision of law, need the Agent account for the surplus,
if any, to the applicable Grantor. To the maximum extent permitted by applicable law, each Grantor
waives all claims, damages, and demands against the Agent or any of the other Secured Parties
arising out of the repossession, retention or sale of the Collateral except such as arise solely
out of the gross negligence, bad faith or willful misconduct of the Agent or such Secured Party as
finally determined by a court of competent jurisdiction. Unless a greater period of time is
required by applicable law, each Grantor agrees that ten (10) days prior notice by the Agent of the
time and place of any public sale or of the time after which a private sale may take place is
reasonable notification of such matters. Each Grantor shall remain liable, jointly and severally
with the other Grantors, for any deficiency if the proceeds of any sale or disposition of the
Collateral are insufficient to pay all Obligations, including any attorneys’ fees
or other expenses (to the extent provided for herein or in the Credit Agreement) incurred by
the Agent or any of the other Secured Parties to collect such deficiency.

 


15









 






(c) Except as otherwise specifically provided herein, each Grantor hereby waives presentment,
demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in
connection with this Agreement or any Collateral.



(d) To the extent that applicable law imposes duties on the Agent to exercise remedies in a
commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially
unreasonable for the Agent (a) to fail to incur expenses reasonably deemed significant by the Agent
to prepare the Collateral for disposition or otherwise to complete raw material or work in process
into finished goods or other finished products for disposition, (b) to fail to obtain third party
consents for access to the Collateral to be disposed of, or to obtain or, if not required by other
law, to fail to obtain governmental or third party consents for the collection or disposition of
the Collateral to be collected or disposed of, (c) to fail to exercise collection remedies against
Account Debtors or other Persons obligated on the Collateral or to remove Liens on or any adverse
claims against the Collateral, (d) to exercise collection remedies against Account Debtors and
other Persons obligated on the Collateral directly or through the use of collection agencies and
other collection specialists, (e) to advertise dispositions of the Collateral through publications
or media of general circulation, whether or not the Collateral is of a specialized nature, (f) to
contact other Persons, whether or not in the same business as any Grantor, for expressions of
interest in acquiring all or any portion of such Collateral, (g) to hire one or more professional
auctioneers to assist in the disposition of the Collateral, whether or not the Collateral is of a
specialized nature, (h) to dispose of the Collateral by utilizing Internet sites that provide for
the auction of assets of the types included in the Collateral or that have the reasonable capacity
of doing so, or that match buyers and sellers of assets, (i) to dispose of assets in wholesale
rather than retail markets, (j) to disclaim disposition warranties, such as title, possession or
quiet enjoyment, (k) to purchase insurance or credit enhancements to insure the Agent against risks
of loss, collection or disposition of the Collateral or to provide to the Agent a guaranteed return
from the collection or disposition of the Collateral, (l) to dispose of Leases, Inventory and
related Collateral in one or more portfolio sales or in individual sale transactions, or (m) to the
extent deemed appropriate by the Agent, to obtain the services of other brokers, investment
bankers, consultants and other professionals to assist the Agent in the collection or disposition
of any of the Collateral. Each Grantor acknowledges that the purpose of this Section 19(d)
is to provide non-exhaustive indications of what actions or omissions by the Agent would not be
commercially unreasonable in the Agent’s exercise of remedies against the Collateral and that other
actions or omissions by the Agent shall not be deemed commercially unreasonable solely on account
of not being indicated in this Section 19(d). Without limitation upon the foregoing,
nothing contained in this Section 19(d) shall be construed to grant any rights to any
Grantor or to impose any duties on the Agent that would not have been granted or imposed by this
Agreement or by applicable law in the absence of this Section 19(d).



SECTION 20. Grant of License to Use Proprietary Rights. Solely for the purpose of enabling the Agent to exercise rights and remedies under
Section 19 hereof (including, without limiting the terms of Section 19 hereof, in
order to take possession of, hold, preserve, process, assemble, prepare for sale, market for sale,
sell or otherwise dispose of the Collateral), effective solely upon the occurrence and during the
continuance of an Event of Default and
exercisable at such time as the Agent shall be otherwise lawfully entitled to exercise such
rights and remedies, each Grantor hereby grants to the Agent, for the benefit of the Secured
Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other
compensation to such Grantor) to use, license or sublicense any Proprietary Rights now owned or
hereafter acquired by such Grantor, and wherever the same may be located, and including in such
license access to all media in which any of the licensed items may be recorded or stored and to all
computer software and programs used for the compilation or printout thereof.



 


16









 







SECTION 21. Limitation on the Agent’s and the Other Secured Parties’ Duty in Respect of
Collateral. The Agent and each other Secured Party shall use reasonable care with respect to the
Collateral in its possession or under its control. Except as required by applicable law, neither
the Agent nor any of the other Secured Parties shall have any other duty as to any Collateral in
its possession or control or in the possession or control of the Agent or nominee of the Agent or
such other Secured Party, or any income thereon or as to the preservation of rights against prior
parties or any other rights pertaining thereto.



SECTION 22. Miscellaneous. Reinstatement.



(a) This Agreement shall remain in full force and effect and continue to be effective should
any petition be filed by or against any Grantor for liquidation or reorganization, should any
Grantor become insolvent or make an assignment for the benefit of any creditor or creditors or
should a receiver or trustee be appointed for all or any significant part of such Grantor’s assets,
and shall continue to be effective or be reinstated, as the case may be, if at any time payment and
performance of the Obligations, or any part thereof, is, pursuant to applicable law, rescinded or
reduced in amount, or must otherwise be restored or returned by any obligee of the Obligations,
whether as a “voidable preference,” “fraudulent conveyance,” or otherwise, all as though such
payment or performance had not been made. In the event that any payment, or any part thereof, is
rescinded, reduced, restored or returned, the Obligations shall be reinstated and deemed reduced
only by such amount paid and not so rescinded, reduced, restored or returned.



(b) Notices. Except as otherwise provided herein, whenever it is provided herein that
any notice, demand, request, consent, approval, declaration or other communication shall or may be
given to or served upon any of the parties by any other party, or whenever any of the parties
desires to give and serve upon any other party any communication with respect to this Agreement,
each such notice, demand, request, consent, approval, declaration or other communication shall be
in writing and shall be given in the manner, and deemed received, as provided for in the Credit
Agreement.



(c) Severability. Whenever possible, each provision of this Agreement shall be
interpreted in a manner as to be effective and valid under applicable law, but if any provision of
this Agreement shall be prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity without invalidating the remainder of
such provision or the remaining provisions of this Agreement. This Agreement is to be read,
construed and applied together with the Credit Agreement and the other Loan Documents which, taken
together, set forth the complete understanding and agreement of the Agent, the other Secured
Parties and Grantors with respect to the matters referred to herein and therein provided
that, in the event of any conflict between the terms of this Agreement and the Credit
Agreement, the terms of the Credit Agreement shall govern.

 


17









 







(d) No Waiver; Cumulative Remedies; Amendments and Additional Grantors.




(i) Neither the Agent nor any of the other Secured Parties shall by any act, delay,
omission or otherwise be deemed to have waived any of its rights or remedies hereunder, and
no waiver shall be valid unless in writing, signed by the Agent and then only to the extent
therein set forth. A waiver by the Agent of any right or remedy hereunder on any one
occasion shall not be construed as a bar to any right or remedy which the Agent would
otherwise have had on any future occasion. No failure to exercise nor any delay in
exercising on the part of the Agent or any of the other Secured Parties, any right, power or
privilege hereunder, shall operate as a waiver thereof, nor shall any single or partial
exercise of any right, power or privilege hereunder preclude any other or future exercise
thereof or the exercise of any other right, power or privilege. The rights and remedies
hereunder provided are cumulative and may be exercised singly or concurrently, and are not
exclusive of any rights and remedies provided by law.




(ii) None of the terms or provisions of this Agreement may be waived, altered, modified
or amended except by an instrument in writing, duly executed by the Agent and Grantors.
Upon the execution and delivery by any Person of a security agreement supplement in
substantially the form of Exhibit A hereto (each a “Security Agreement Supplement”),
such Person shall be referred to as an “Additional Grantor” and shall be and become
a Grantor hereunder, and each reference in this Agreement and the other Loan Documents to
“Grantor” shall also mean and be a reference to such Additional Grantor, each
reference in this Agreement and the other Loan Documents to the “Collateral” shall
also mean and be a reference to the Collateral granted by such Additional Grantor and each
reference in this Agreement to a Schedule shall also mean and be a reference to the
schedules attached to such Security Agreement Supplement.



(e) Limitation by Law. All rights, remedies and powers provided in this Agreement may
be exercised only to the extent that the exercise thereof does not violate any applicable provision
of law, and all the provisions of this Agreement are intended to be subject to all applicable
mandatory provisions of law that may be controlling and to be limited to the extent necessary so
that they shall not render this Agreement invalid, unenforceable, in whole or in part, or not
entitled to be recorded, registered or filed under the provisions of any applicable law.



(f) Termination of this Agreement. Subject to Section 22(a) hereof, this
Agreement shall terminate upon Full Payment of the Obligations and the termination of the Lenders’
commitments to lend under the Credit Agreement. In addition, the Agent shall release in accordance
with the terms of the Credit Agreement its Lien on any Collateral that is sold, transferred or
otherwise disposed of to a Person that is not an Obligor, subject to the satisfaction of all
conditions to release (if any) set forth herein and in the Credit Agreement, including the
continuance of the Agent’s Lien in any proceeds of such Collateral, and provided that such
sale, transfer of other disposition is authorized pursuant to this Agreement or is otherwise
permitted pursuant to the Credit Agreement.


 


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(g) Successors and Assigns. This Agreement and all obligations of each Grantor
hereunder shall be binding upon and inure to the benefit of the successors and assigns of such
Grantor (including any debtor-in-possession on behalf of such Grantor) and shall, together with the
rights, remedies and obligations of the Agent, hereunder, inure to the benefit of and be binding
upon the Secured Parties, all future holders of any instrument evidencing any of the Obligations
and their respective successors and assigns. No sales of participations, other sales, assignments,
transfers or other dispositions of any agreement governing or instrument evidencing the Obligations
or any portion thereof or interest therein shall in any manner affect the Lien granted to the
Agent, for the benefit of the Secured Parties, hereunder. Except as expressly permitted by the
terms of the Credit Agreement, no Grantor may assign, sell, hypothecate or otherwise transfer any
interest in or obligation under this Agreement.



(h) Counterparts. This Agreement may be authenticated in any number of separate
counterparts, each of which shall collectively and separately constitute one and the same
agreement. This Agreement may be authenticated by manual signature, facsimile or, if approved in
writing by the Agent, electronic means, all of which shall be equally valid.



(i) Governing Law. This General Security Agreement shall be governed by and construed
in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein,
except as required by mandatory provisions of law and except to the extent that the validity or
perfection of the security interests hereunder, or remedies hereunder, in respect of any particular
Collateral are governed by the laws of a jurisdiction other than the Province of Ontario.



ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN THE COURTS OF THE
PROVINCE OF ONTARIO OR OF THE FEDERAL COURTS OF CANADA THEREIN, AND BY EXECUTION AND DELIVERY OF
THIS AGREEMENT, THE CORPORATION CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE
NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. THE CORPORATION IRREVOCABLY WAIVES ANY OBJECTION,
INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS,
WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION
OR ANY OTHER JURISDICTION SELECTED BY THE LENDER IN RESPECT OF THIS AGREEMENT. THE CORPORATION
WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER
MEANS PERMITTED BY THE LAW OF ONTARIO.



The parties hereto hereby waive trial by jury in any action, proceeding, claim or counterclaim,
whether in contract or tort, at law or in equity with respect to, in connection with, or arising
out of this General Security Agreement, other financing agreements, the obligations of the
Borrowers and the Corporation, the Collateral, or any instrument, document or guarantee delivered
pursuant hereto or to any of the foregoing, or the validity, protection, interpretation,
administration, collection or enforcement hereof or thereof, or any other claim or dispute
hereunder or thereunder. The Corporation agrees that it will not assert against the Lender any
claim for consequential, incidental, special, or punitive damages in connection with this General
Security Agreement or the transactions contemplated hereby or thereby. No officer of the Lender
has authority to waive, condition, or modify this provision.

 


19









 






(j) Judgment Currency: If for the purpose of obtaining judgment in any court it is
necessary to convert an amount due hereunder in the currency in which it is due (the “Original
Currency”) into another currency (the “Second Currency”), the rate of exchange applied shall be
that at which, in accordance with normal banking procedures, the Lender could purchase in the New
York foreign exchange market, the Original Currency with the Second Currency on the date two (2)
Business Days preceding that on which judgment is given. The Corporation agrees that its obligation
in respect of any Original Currency due from it hereunder shall, notwithstanding any judgment or
payment in such other currency, be discharged only to the extent that, on the Business Day
following the date the Lender receives payment of any sum so adjudged to be due hereunder in the
Second Currency, the Lender may, in accordance with normal banking procedures, purchase, in the New
York foreign exchange market, the Original Currency with the amount of the Second Currency so paid;
and if the amount of the Original Currency so purchased or could have been so purchased is less
than the amount originally due in the Original Currency, the Corporation agrees as a separate
obligation and notwithstanding any such payment or judgment to indemnify the Lender against such
loss. The term “rate of exchange” in this Section 8.16 means the spot rate at which the Lender, in
accordance with normal practices, is able on the relevant date to purchase the Original Currency
with the Second Currency, and includes any premium and costs of exchange payable in connection with
such purchase.



(k) Section Titles. The Section titles contained in this Agreement are and shall be
without substantive meaning or content of any kind whatsoever and are not a part of the agreement
between the parties hereto.



(l) No Strict Construction. The parties hereto have participated jointly in the
negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or
interpretation arises, this Agreement shall be construed as if drafted jointly by the parties
hereto and no presumption or burden of proof shall arise favouring or disfavouring any party by
virtue of the authorship of any provisions of this Agreement.



(m) Advice of Counsel. Each of the parties represents to each other party hereto that
it has discussed this Agreement and, specifically, the provisions of Sections 22(i) and Section
22(j), with its counsel.



(n) Benefit of the Secured Parties. All Liens granted or contemplated hereby shall be
for the benefit of the Secured Parties, and all proceeds or payments realized from the Collateral
in accordance herewith shall be applied to the Obligations (or the Guaranteed Obligations, as
applicable) in accordance with the terms of the Credit Agreement, and the other Loan Documents.


 



20









 




SECTION 23. Release



Each of the parties hereto acknowledges and agrees that each of InfoManager Inc., United Rentals
Realty LLC and Wynne Systems, Inc. (each, a “Released Grantor”) is an Immaterial Subsidiary, is no
longer required to be a Grantor and is therefore entitled to be released as a Grantor hereunder.
The Agent shall promptly execute and deliver, or cause to be promptly executed and delivered, such
documents and agreements, and shall promptly take or cause to be taken such actions, as may be
reasonably requested by the Grantors, at the Grantors expense, to effectuate the release of any and
all Liens previously granted by the Released Grantors and to take such other actions as may be
reasonably requested by the Grantors, at the Grantors expense, to evidence such release as may be
reasonably requested by United Rentals, Inc.



SECTION 24.   Amendment and Restatement



On the date hereof, the Existing Security Agreement is hereby amended, restated and superseded in
its entirety by this Agreement. The parties hereto acknowledge and agree that (i) this Agreement
and the other Loan Documents executed and delivered in connection herewith do not constitute a
novation, payment and reborrowing, or termination of the “Obligations” (as defined under the
Existing Credit Agreement) or any of the other Loan Documents; (ii) such “Obligations” are in all respects continuing (as amended and restated on the date hereof); and (iii) the
security interests, Lien and pledge granted under the Existing Security Agreement and the other
Loan Documents are in all respects continuing and in full force and effect and are hereby fully
ratified and affirmed in favour of the Agent, for the benefit of the Secured Parties. Without
limiting the foregoing, each of the Grantors hereby fully and unconditionally ratifies and affirms
this Agreement and agrees that all security interests, Liens and pledges granted hereunder and
under the Existing Security Agreement shall from and after the date hereof secure all Obligations hereunder and under the other Loan Documents.



[Remainder of page intentionally left blank]




 


21









 





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



	 	 	 	 	 	 	 
	 	 	GRANTORS:	 	 
	 
	 	 	 	 	 	 
	 	 	UNITED RENTALS (NORTH AMERICA), INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	Per:	 	/s/ Irene Moshouris 	 	 
	 

	 	 	 	 

Name: Irene Moshouris
	 	 
	 

	 	 	 	Title: Senior Vice President and
Treasurer	 	
	 
	 	 	 	 	 	 
	 

	 	Per:	 	/s/ Joli Lyn Goss	 	 
	 

	 	 	 	 

Name: Joli Lyn Goss
	 	 
	 

	 	 	 	Title: Assistant Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	UNITED RENTALS (DELAWARE), INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	Per:	 	/s/ Irene Moshouris 	 	 
	 

	 	 	 	 

Name: Irene Moshouris
	 	 
	 

	 	 	 	Title:  Vice President and Treasurer	 	 
	 
	 	 	 	 	 	 
	 

	 	Per:	 	/s/ Joli Lyn Goss 	 	 
	 

	 	 	 	 

Name: Joli Lyn Goss
	 	 
	 

	 	 	 	Title: Assistant Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	UNITED RENTALS NORTHWEST, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	Per:	 	/s/ Irene Moshouris 	 	 
	 

	 	 	 	 

Name: Irene Moshouris
	 	 
	 

	 	 	 	Title: Vice President and Treasurer	 	 
	 
	 	 	 	 	 	 
	 

	 	Per:	 	/s/ Joli Lyn Goss	 	 
	 

	 	 	 	 

Name: Joli Lyn Goss
	 	 
	 

	 	 	 	Title: Assistant Secretary	 	 





 


22









 





	 	 	 	 	 	 	 
	 	 	UNITED RENTALS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	Per:	 	/s/ Irene Moshouris	 	 
	 

	 	 	 	 

Name: Irene Moshouris
	 	 
	 

	 	 	 	Title: Senior Vice President and Treasurer	 	 
	 
	 	 	 	 	 	 
	 

	 	Per:	 	/s/ Joli Lyn Gross	 	 
	 

	 	 	 	 

Name: Joli Lyn Gross
	 	 
	 

	 	 	 	Title: Assistant Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	UNITED RENTALS OF CANADA, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	Per:	 	/s/ Irene Moshouris	 	 
	 

	 	 	 	 

Name: Irene Moshouris
	 	 
	 

	 	 	 	Title:    Vice President and
Treasurer	 	 
	 
	 	 	 	 	 	 
	 

	 	Per:	 	/s/ Joli Lyn Gross	 	 
	 

	 	 	 	 

Name: Joli Lyn Gross
	 	 
	 

	 	 	 	Title: Assistant Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	UNITED RENTALS FINANCING LIMITED
PARTNERSHIP, by its general partner, UNITED
RENTALS OF NOVA SCOTIA (NO. 1), ULC	 	 
	 
	 	 	 	 	 	 
	 

	 	Per:	 	/s/ Irene Moshouris	 	 
	 

	 	 	 	 

Name: Irene Moshouris
	 	 
	 

	 	 	 	Title: Vice President and
Treasurer	 	 
	 
	 	 	 	 	 	 
	 

	 	Per:	 	/s/ Joli Lyn Gross	 	 
	 

	 	 	 	 

Name: Joli Lyn Gross
	 	 
	 

	 	 	 	Title: Assistant Secretary	 	 





 


23









 





	 	 	 	 	 	 	 
	 	 	UNITED RENTALS OF NOVA
SCOTIA (NO. 1), ULC	 	 
	 
	 	 	 	 	 	 
	 

	 	Per:	 	/s/ Irene Moshouris	 	 
	 

	 	 	 	 

Name: Irene Moshouris
	 	 
	 

	 	 	 	Title:  Vice President and
Treasurer	 	 
	 
	 	 	 	 	 	 
	 

	 	Per:	 	/s/ Joli Lyn Gross	 	 
	 

	 	 	 	 

Name: Joli Lyn Gross
	 	 
	 

	 	 	 	Title: Assistant Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	UR CANADIAN FINANCING PARTNERSHIP, by
its managing partner, UNITED RENTALS
FINANCING LIMITED PARTNERSHIP, by its
general partner, UNITED RENTALS OF NOVA
SCOTIA (NO. 1), ULC	 	 
	 
	 	 	 	 	 	 
	 

	 	Per:	 	/s/ Irene Moshouris	 	 
	 

	 	 	 	 

Name: Irene Moshouris
	 	 
	 

	 	 	 	Title:  Vice President and
Treasurer	 	 
	 
	 	 	 	 	 	 
	 

	 	Per:	 	/s/ Joli Lyn Gross	 	 
	 

	 	 	 	 

Name: Joli Lyn Gross
	 	 
	 

	 	 	 	Title: Assistant Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	UNITED RENTALS OF NOVA
SCOTIA (NO. 2), ULC	 	 
	 
	 	 	 	 	 	 
	 

	 	Per:	 	/s/ Irene Moshouris	 	 
	 

	 	 	 	 

Name: Irene Moshouris
	 	 
	 

	 	 	 	Title:  Vice President and
Treasurer	 	 
	 
	 	 	 	 	 	 
	 

	 	Per:	 	/s/ Joli Lyn Gross	 	 
	 

	 	 	 	 

Name: Joli Lyn Gross
	 	 
	 

	 	 	 	Title: Assistant Secretary	 	 





 


24









 





	 	 	 	 	 	 	 
	 	 	UNITED RENTALS HIGHWAY

TECHNOLOGIES GULF, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	Per:	 	/s/ Irene Moshouris	 	 
	 

	 	 	 	 

Name: Irene Moshouris
	 	 
	 

	 	 	 	Title:  Vice President and
Treasurer	 	 
	 
	 	 	 	 	 	 
	 

	 	Per:	 	/s/ Joli Lyn Gross	 	 
	 

	 	 	 	 

Name: Joli Lyn Gross
	 	 
	 

	 	 	 	Title: Assistant Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	AGENT:	 	 
	 
	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	Per:	 	/s/ Cynthia G. Stannard 	 	 
	 

	 	 	 	 

Name: Cynthia G. Stannard
	 	 
	 

	 	 	 	Title: Senior Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	Per:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 






 


25









 







SCHEDULE I TO AGREEMENT

JURISDICTION OF INCORPORATION




	 	 	 	 	 	 	 
	 	 	State/Province of	 	Organizational ID	 	 
	Grantor	 	Organization	 	Number	 	Type of Entity
	United Rentals, Inc.
	 	Delaware	 	06-1522496	 	Corporation
	United Rentals (North America), Inc.
	 	Delaware	 	06-1493538	 	Corporation
	United Rentals Northwest, Inc.
	 	Oregon	 	93-0257120	 	Corporation
	United Rentals Financing Limited Partnership
	 	Delaware	 	77-0704457	 	Limited Partnership
	United Rentals (Delaware), Inc.
	 	Delaware	 	51-0414593	 	Corporation
	United Rentals Highway Technologies Gulf, LLC
	 	Delaware	 	06-1604996	 	Limited Liability Company
	United Rentals of Canada, Inc.
	 	Canada	 	001847581	 	Corporation
	UR Canadian Financing Partnership
	 	Nova Scotia	 	N/A	 	General Partnership
	United Rentals of Nova Scotia (No. 1), ULC
	 	Nova Scotia	 	3060814	 	Unlimited Liability Company
	United Rentals of Nova Scotia (No. 2), ULC
	 	Nova Scotia	 	3060815	 	Unlimited Liability Company





 


26









 









SCHEDULE II TO AGREEMENT

PATENTS, TRADEMARKS AND COPYRIGHTS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Application	 	Registration	 	 	 	 	 	Filing	 	Registration	 	 
	Trademark	 	No.	 	No.	 	Status	 	Country	 	Date	 	Date	 	Grantor
	VENETOR
	 	1529888	 	Pending	 	Formalized	 	Canada	 	02-Jun-2011	 	Pending	 	UNITED RENTALS OF CANADA, INC.
	CONSIDER IT DONE
	 	1295239	 	TMA733,843	 	Registered	 	Canada	 	27-Mar-2006	 	03-Feb-2009	 	UNITED RENTALS, INC.
	DESIGN MARK
	 	876279	 	518170	 	Registered	 	Canada	 	24-Apr-1998	 	19-Oct-1999	 	UNITED RENTALS, INC.
	L’EQUIPMENT QU’IL VOUS FAUT, NOUS L’AVONS!
	 	1067463	 	TMA567,559	 	Registered	 	Canada	 	18-Jul-2000	 	18-Sep-2002	 	UNITED RENTALS, INC.
	THE RIGHT EQUIPMENT. RIGHT NOW!
	 	1052921	 	TMA575,374	 	Registered	 	Canada	 	29-Mar-2000	 	11-Feb-2003	 	UNITED RENTALS, INC.
	THE RIGHT EQUIPMENT. RIGHT NOW!
	 	431685	 	680198	 	Registered	 	Mexico	 	19-Jun-2000	 	30-Nov-2000	 	UNITED RENTALS, INC.
	THE RIGHT EQUIPMENT. RIGHT NOW!
	 	431682	 	681007	 	Registered	 	Mexico	 	19-Jun-2000	 	14-Dec-2000	 	UNITED RENTALS, INC.
	THE RIGHT EQUIPMENT. RIGHT NOW!
	 	75/921,932	 	2419254	 	Registered	 	United States of America	 	17-Feb-2000	 	09-Jan-2001	 	UNITED RENTALS, INC.
	THE UNDERGROUND EQUIPMENT SPECIALIST
	 	75/756,944	 	2410275	 	Registered	 	United States of America	 	21-Jul-1999	 	05-Dec-2000	 	UNITED RENTALS, INC.
	UNITED RENTALS
	 	75/445,513	 	2476091	 	Registered	 	United States of America	 	05-Mar-1998	 	07-Aug-2001	 	UNITED RENTALS, INC.
	UNITED RENTALS
MISCELLANEOUS
DESIGN
	 	75/449,210	 	2,406,720	 	Registered	 	United States of America	 	12-Mar-1998	 	12-Nov-2000	 	UNITED RENTALS, INC.
	UNITED RENTALS
	 	876152	 	518086	 	Registered	 	Canada	 	23-Apr-1998	 	18-Oct-1999	 	UNITED RENTALS, INC.
	UNITED RENTALS AND DESIGN
	 	2254631	 	1827565	 	Registered	 	Argentina	 	29-Nov-1999	 	02-May-2001	 	UNITED RENTALS, INC.
	UNITED RENTALS AND DESIGN
	 	2254632	 	1929994	 	Registered	 	Argentina	 	29-Nov-1999	 	02-Sep-2004	 	UNITED RENTALS, INC.
	UNITED RENTALS AND DESIGN
	 	2254630	 	1827564	 	Registered	 	Argentina	 	29-Nov-1999	 	02-May-2001	 	UNITED RENTALS, INC.
	UNITED RENTALS AND DESIGN
	 	1999-0009837	 	123726	 	Registered	 	Costa Rica	 	24-Nov-1999	 	05-Feb-2001	 	UNITED RENTALS, INC.
	UNITED RENTALS AND DESIGN
	 	1999-0009838	 	124567	 	Registered	 	Costa Rica	 	24-Nov-1999	 	22-Oct-2001	 	UNITED RENTALS, INC.
	UNITED RENTALS AND DESIGN
	 	1999-0009836	 	124540	 	Registered	 	Costa Rica	 	24-Nov-1999	 	22-Oct-2001	 	UNITED RENTALS, INC.





 


27









 









	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Application	 	Registration	 	 	 	 	 	Filing	 	Registration	 	 
	Trademark	 	No.	 	No.	 	Status	 	Country	 	Date	 	Date	 	Grantor
	UNITED RENTALS AND DESIGN
	 	E-8478-99	 	12 BOOK 166	 	Registered	 	El Salvador	 	01-Dec-1999	 	04-Feb-2003	 	UNITED RENTALS, INC.
	UNITED RENTALS AND DESIGN
	 	7246/2000	 	7.33	 	Registered	 	Honduras	 	18-May-2000	 	27-Dec-2000	 	UNITED RENTALS, INC.
	UNITED RENTALS AND DESIGN
	 	7245/2000	 	7.329	 	Registered	 	Honduras	 	18-May-2000	 	27-Dec-2000	 	UNITED RENTALS, INC.
	UNITED RENTALS AND DESIGN
	 	409635	 	673099	 	Registered	 	Mexico	 	07-Feb-2000	 	29-Sep-2000	 	UNITED RENTALS, INC.
	UNITED RENTALS AND DESIGN
	 	409632	 	673098	 	Registered	 	Mexico	 	07-Feb-2000	 	29-Sep-2000	 	UNITED RENTALS, INC.
	UNITED RENTALS AND DESIGN
	 	409633	 	669974	 	Registered	 	Mexico	 	07-Feb-2000	 	30-Aug-2000	 	UNITED RENTALS, INC.
	UNITED RENTALS AND DESIGN
	 	421994	 	678920	 	Registered	 	Mexico	 	19-Apr-2000	 	28-Nov-2000	 	UNITED RENTALS, INC.
	UNITED RENTALS AND DESIGN
	 	421989	 	660547	 	Registered	 	Mexico	 	19-Apr-2000	 	26-Jun-2000	 	UNITED RENTALS, INC.
	UNITED RENTALS AND DESIGN
	 	409634	 	696659	 	Registered	 	Mexico	 	07-Feb-2000	 	26-Apr-2001	 	UNITED RENTALS, INC.
	UNITED RENTALS AND DESIGN
	 	99-04483	 	46613	 	Registered	 	Nicaragua	 	23-Dec-1999	 	24-Jan-2001	 	UNITED RENTALS, INC.
	UNITED RENTALS AND DESIGN
	 	99-04482	 	46612	 	Registered	 	Nicaragua	 	23-Dec-1999	 	24-Jan-2001	 	UNITED RENTALS, INC.
	UNITED RENTALS AND DESIGN
	 	99-04484	 	46614	 	Registered	 	Nicaragua	 	23-Dec-1999	 	24-Jan-2001	 	UNITED RENTALS, INC.
	UNITED RENTALS AND DESIGN
	 	108235	 	108235	 	Registered	 	Panama	 	21-Jun-2000	 	20-Nov-2001	 	UNITED RENTALS, INC.
	UNITED RENTALS AND DESIGN
	 	108234	 	108234	 	Registered	 	Panama	 	21-Jun-2000	 	20-Nov-2001	 	UNITED RENTALS, INC.
	UNITED RENTALS AND DESIGN
	 	108233	 	108233	 	Registered	 	Panama	 	21-Jun-2000	 	20-Nov-2001	 	UNITED RENTALS, INC.
	UNITED RENTALS EL EQUIPO ADECUADO. AL MOMENTO
	 	630144	 	848979	 	Registered	 	Mexico	 	19-Nov-2003	 	24-Aug-2004	 	UNITED RENTALS, INC.
	UNITED RENTALS EL EQUIPO ADECUADO. AL MOMENTO
	 	630143	 	848040	 	Registered	 	Mexico	 	19-Nov-2003	 	20-Aug-2004	 	UNITED RENTALS, INC.
	UNITED RENTALS THE RIGHT EQUIPMENT RIGHT NOW!
	 	1081162	 	TMA598,919	 	Registered	 	Canada	 	02-Nov-2000	 	09-Jan-2004	 	UNITED RENTALS, INC.
	URDATA
	 	1052617	 	TMA566,254	 	Registered	 	Canada	 	28-Mar-2000	 	22-Aug-2002	 	UNITED RENTALS, INC.
	URDATA
	 	434407	 	730884	 	Registered	 	Mexico	 	04-Jul-2000	 	30-Jan-2002	 	UNITED RENTALS, INC.





  


28









 









	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Application	 	Registration	 	 	 	 	 	Filing	 	Registration	 	 
	Trademark	 	No.	 	No.	 	Status	 	Country	 	Date	 	Date	 	Grantor
	URDATA
	 	434409	 	744011	 	Registered	 	Mexico	 	04-Jul-2000	 	30-Apr-2002	 	UNITED RENTALS, INC.
	URDATA
	 	76/011015	 	2497914	 	Registered	 	United States of America	 	24-Mar-2000	 	16-Oct-2001	 	UNITED RENTALS, INC.
	GOT TOOLS?
	 	78/401,442	 	3,034,458	 	Registered	 	United States of America	 	14-Apr-2004	 	27-Dec-2005	 	URNA (ASSIGNMENT TO URI PENDING)
	ALL THE RIGHT TOOLS
	 	76/376,777	 	3,069,631	 	Registered	 	United States of America	 	28-Feb-2002	 	21-Mar-2006	 	URNA (ASSIGNMENT TO URI PENDING)
	THE TOOLS TO SATISFY
	 	78/622,914	 	3,085,242	 	Registered	 	United States of America	 	04-May-2005	 	25-Apr-2006	 	URNA (ASSIGNMENT TO URI PENDING)
	LEASCO
	 	76/376,463	 	2,921,928	 	Registered	 	United States of America	 	28-Feb-2002	 	28-Feb-2002	 	URNA (ASSIGNMENT TO URI PENDING)
	US RENTALS &
DESIGN
	 	74141973	 	1735268	 	Registered	 	United States of America	 	25-Feb-1991	 	24-Nov. 1992	 	UNITED RENTALS (NORTH AMERICA) INC.
	UNITED GUARD
	 	85342236	 	N/A	 	Pending	 	United States of America	 	9-June-2001	 	N/A	 	UNITED RENTALS, INC.
	UNITED RENTALS & DESIGN
	 	853319031	 	N/A	 	Pending	 	United States of America	 	6-June-2011	 	N/A	 	UNITED RENTALS, INC.
	VERTICADE
	 	76141032	 	2613339	 	Registered	 	United States of America	 	4-Oct-2000	 	27-Aug.-2002	 	UNITED RENTALS, INC.






 


29









 







Exhibit A to the

Security Agreement




FORM OF SECURITY AGREEMENT SUPPLEMENT




[Date of Security Agreement Supplement]




To: Bank of America, N.A., as Agent




Ladies and Gentlemen:



Reference is made to (i) the Amended and Restated Credit Agreement, dated of October
 14 
2011 (as amended, restated,
extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”),
among United Rentals, Inc., a Delaware corporation (“Holdings”), United Rentals (North America),
Inc., a Delaware corporation (the “Company”), the other U.S. Subsidiary Borrowers named therein
(together with the Company, the “U.S. Borrowers”), United Rentals of Canada, Inc., a corporation
amalgamated under the laws of the Province of Ontario (the “Canadian Borrower”), United Rentals
Financing Limited Partnership (the “Specified Loan Borrower”), the Lenders from time to time party
thereto, and Bank of America, N.A., as Agent and (ii) the  Amended and Restated Canadian Security Agreement dated as of October
 14 2011 (as amended, amended and restated, supplemented or otherwise modified from time to time, the
“Security Agreement”) made by the Grantors from time to time party thereto in favour of the Agent
for the benefit of the Secured Parties. Terms defined in the Credit Agreement or the Security
Agreement and not otherwise defined herein are used herein as defined in the Credit Agreement or
the Security Agreement.



SECTION 1. Grant of Lien. As security for the due and prompt payment and performance when due (whether at the stated
maturity, or on any earlier date of a required prepayment by reason of acceleration, demand or
otherwise) by the undersigned of all of its present and future Obligations whether now or hereafter
existing (including, without limitation, any extensions, modifications, substitutions, amendments
or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or
contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of
action, costs, expenses or otherwise. the undersigned hereby grants, to the Agent, its successors
and assigns, for the ratable benefit of the applicable Secured Parties, a security interest (the
“Security Interest”) in and continuing lien upon and right of set-off against, on all
personal property, assets and undertakings of the undersigned, including, without limitation, all
of the undersigned’s right, title and interest in or to any and all of the following properties and
assets of the undersigned and powers and rights of the undersigned in all of the following
(including the power to transfer rights in the following), whether now owned or existing or at any
time hereafter acquired or arising, regardless of where located (collectively, the
“Collateral”):




(i) all Accounts (other than Accounts subject to any Qualified Receivables
Transactions), including all debts, book debts, accounts, claims, demands, moneys and choses
in action whatsoever including, without limitation, claims against the Crown and claims
under insurance policies, which are now owned by or are due, owing or accruing due to the
undersigned or which may


 












 






hereafter be owned by or become due, owing or  accruing due to the undersigned together with all contracts, investment property,
bills, notes, lien notes, judgments, chattel mortgages, mortgages and all other rights,
benefits and documents now or hereafter taken, vested in or held by the undersigned in
respect of or as security for the same and the full benefit and advantage thereof, and all
rights of action or claims which the undersigned now has or may at any time hereafter have
against any Person in respect thereof;




(ii) all Inventory, including, without limitation, all Rental Equipment, goods,
merchandise, raw materials, goods in process, finished goods, packaging and packing material
and other tangible personal property now or hereafter held for sale, lease, rental or resale
or that are to be furnished or have been furnished under a contract of service or that are
to be used or consumed in the business of the undersigned;




(iii) all leases of Inventory, Equipment and other Goods (whether or not in the form of
a lease agreement), including all Leases;




(iv) all documentation evidencing rights in any Inventory or Equipment, including all
certificates, Certificates of Title, Manufacturer’s Statements of Origin, and other
Collateral Instruments (as such terms are defined in the UCC);




(v) all contract rights, including contract rights in respect of any Like-Kind
Exchange;




(vi) all Chattel Paper;




(vii) all Documents;




(viii) all Instruments;




(ix) all Supporting Obligations and Letter-of-Credit Rights (as such terms are defined
in the UCC);




(x) all General Intangibles including Software (as such term is defined in the UCC) and
Payment Intangibles;




(xi) all Goods (excluding “Consumer Goods” as such term is defined in the PPSA);




(xii) all Equipment;




(xiii) all Investment Property;




(xiv) all money, cash, cash equivalents, securities and other property of any kind of
the undersigned held directly or indirectly by the Agent, any Lender or any of their
Affiliates;




(xv) all of the undersigned’s Material Accounts, credits, and balances with and other
claims against the Agent or any Lender or any of their Affiliates or any other
financial institution with which the undersigned maintains deposits, including all
Payment Accounts;


 












 






(xvi) all books, records and other property related to or referring to any of the
foregoing, including books, records, account ledgers, data processing records, computer
software and other property;




(xvii) The uncalled capital, money, rights, bills of exchange, negotiable and non
negotiable instruments, judgments and securities not otherwise described in the foregoing;
and




(xviii) all accessions to, substitutions for and replacements, products and proceeds
derived directly or indirectly of any of the foregoing, including, but not limited to,
proceeds of any insurance policies, claims against third parties, and condemnation or
requisition payments with respect to all or any of the foregoing;




provided, however, the “Collateral” shall not include any asset or
rights or interests of the undersigned as described in the proviso to Section 1(a) of the
Security Agreement.



(b) All of the Obligations of each respective undersigned shall be secured by all of the
Collateral of the undersigned and any other property of the undersigned that secures any of the
Secured Obligations.



SECTION 2. Representations and Warranties. (a) The undersigned represents and
warrants to the Agent and the other Secured Parties that as of the date hereof: (i) Schedule I
hereto identifies (A) the undersigned name as of the date hereof as it appears in official filings
in the state or other jurisdiction of its incorporation or other organization, (B) the type of
entity of the undersigned (including corporation, partnership, limited partnership or limited
liability company), (C) the organizational identification number issued by the undersigned’s state,
province or territory of incorporation or organization or a statement that no such number has been
issued, and (D) the jurisdiction in which the undersigned is incorporated or organized; and (ii)
the undersigned has only one state, province or territory of incorporation or organization.



(b) The undersigned hereby makes each other representation and warranty set forth in the
Security Agreement with respect to itself and the Collateral owned by it. The undersigned hereby
represents and warrants to the Agent and the other Secured Parties that the attached Schedule II
contains all information with respect to itself and the Collateral owned by it that is required to
be set forth in Schedule II to the Security Agreement with respect to the Grantors and their
Collateral.



(c) The undersigned hereby makes each representation and warranty set forth in the Credit
Agreement that is made with respect to any Canadian Obligor.


 












 






SECTION 3. Obligations Under the Security Agreement. The undersigned hereby agrees,
as of the date first above written, to be bound as a Grantor by all of the terms and provisions of
the Security Agreement to the same extent as each of the other Grantors. The undersigned further
agrees, as of the date first above written, that each reference in the Security
Agreement to an “Additional Grantor” or a “Grantor” shall also mean and be a reference to the
undersigned, that each reference to the “Collateral” or any part thereof shall also mean and be a
reference to the undersigned’s Collateral or part thereof, as the case may be, and that each
reference in the Security Agreement to a Schedule shall also mean and be a reference to the
schedules attached hereto.



SECTION 4. Obligations under the Credit Agreement. The undersigned hereby agrees, as
of the date first above written, to be bound as an Obligor, Canadian Obligor, Guarantor and
Canadian Guarantor by all of the terms and provisions of the Credit Agreement to the same extent as
though the undersigned were a party to the Credit Agreement in each such capacity from and after
the date hereof. The undersigned further agrees, as of the date first above written, that each
reference in the Credit Agreement to an “Obligor” or a “Canadian Obligor” or a “Guarantor” or
“Canadian Guarantor” shall also mean and be a reference to the undersigned.



SECTION 5. Governing Law. This Security Agreement Supplement shall be governed by,
and construed in accordance with, the laws of the Province of Ontario and the federal laws of
Canada applicable therein.



(signature pages follow)



 












 







	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	[NAME OF ADDITIONAL GRANTOR]	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 

Title:
	 	 






	 	 	 	 	 
	 

	 	Address for notices:	 	 
	 
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	 

	 	 





 












 





SCHEDULE I

to

AGREEMENT




JURISDICTIONS OF ORGANIZATION




	 	 	 	 	 	 	 
	 	 	State/Province of	 	 	 	 
	Grantor	 	Organization	 	Type of Entity	 	Organizational I.D.
	 	 	 	 	 	 	 





 












 





SCHEDULE II

to

AGREEMENT




PATENTS, TRADEMARKS AND COPYRIGHTS




Trademarks:




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Application or	 	 	 	Registration
	Grantor	 	Country	 	Trademark	 	Registration No.	 	Filing Date	 	Date
	 	 	 	 	 	 	 	 	 	 	 






Patents:




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Application	 	Filing	 	Issue	 	 
	Grantor	 	Country	 	Title	 	or Patent No.	 	Date	 	Date	 	Assignees
	 	 	 	 	 	 	 	 	 	 	 	 	 






Copyrights:




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Application or	 	 	 	Registration
	Grantor	 	Country	 	Copyright	 	Registration No.	 	Filing Date	 	Date