Exhibit 10.2




AMENDED AND RESTATED RECEIVABLES PURCHASE
AGREEMENT


Dated as of December 22, 2008


Among


UNITED RENTALS RECEIVABLES LLC II,

as Seller,


UNITED RENTALS, INC.,

as Collection Agent,


ATLANTIC ASSET SECURITIZATION LLC,

as a Purchaser,


LIBERTY STREET FUNDING LLC,
as a Purchaser,


CALYON NEW YORK BRANCH,

as Purchaser Agent for Atlantic, as Administrative Agent and as a Bank,


THE BANK OF NOVA SCOTIA,

as Purchaser Agent for Liberty and as a Bank







Table of Contents


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
Page


	
 

	
 

	
 

	
 


	
ARTICLE I

	
 

	
 

	
 


	
 

	
 

	
 


	
AMOUNTS AND
  TERMS OF THE PURCHASES

	
 

	
1


	
 

	
 

	
 

	
 


	
SECTION 1.01.

	
Purchase Facility

	
 

	
1


	
SECTION 1.02.

	
Making Purchases

	
 

	
2


	
SECTION 1.03.

	
Receivable Interest Computation

	
 

	
3


	
SECTION 1.04.

	
Settlement Procedures

	
 

	
4


	
SECTION 1.05.

	
Fees

	
 

	
7


	
SECTION 1.06.

	
Payments and Computations, Etc.

	
 

	
8


	
SECTION 1.07.

	
Dividing or Combining Receivable Interests

	
 

	
8


	
SECTION 1.08.

	
Increased Costs and Requirements of Law

	
 

	
8


	
SECTION 1.09.

	
Intended Characterization Security Interest

	
 

	
10


	
SECTION 1.10.

	
[Reserved]

	
 

	
11


	
SECTION 1.11.

	
Sharing of Payments

	
 

	
11


	
SECTION 1.12.

	
Repurchase Option

	
 

	
12


	
SECTION 1.13.

	
Term-out Provisions

	
 

	
12


	
 

	
 

	
 

	
 


	
ARTICLE II

	
 

	
 

	
 


	
 

	
 

	
 


	
REPRESENTATIONS
  AND WARRANTIES; COVENANTS; EVENTS OF TERMINATION

	
 

	
14


	
 

	
 

	
 

	
 


	
SECTION 2.01.

	
Representations and Warranties; Covenants

	
 

	
14


	
SECTION 2.02.

	
Events of Termination

	
 

	
14


	
 

	
 

	
 

	
 


	
ARTICLE III

	
 

	
 

	
 


	
 

	
 

	
 


	
INDEMNIFICATION

	
 

	
15


	
 

	
 

	
 

	
 


	
SECTION 3.01.

	
Indemnities by the Seller

	
 

	
15


	
 

	
 

	
 

	
 


	
ARTICLE IV

	
 

	
 

	
 


	
 

	
 

	
 


	
ADMINISTRATION
  AND COLLECTION OF POOL RECEIVABLES

	
 

	
17


	
 

	
 

	
 

	
 


	
SECTION 4.01.

	
Designation of Collection Agent

	
 

	
17


	
SECTION 4.02.

	
Duties of Collection Agent

	
 

	
17


	
SECTION 4.03.

	
Certain Rights of the Administrative Agent

	
 

	
18


	
SECTION 4.04.

	
Rights and Remedies

	
 

	
19


	
SECTION 4.05.

	
Further Actions Evidencing Purchases

	
 

	
20


	
SECTION 4.06.

	
Covenants of the Collection Agent and the Seller

	
 

	
21


	
SECTION 4.07.

	
Indemnities by the Collection Agent

	
 

	
22


	
SECTION 4.08.

	
Representations and Warranties of the Collection Agent

	
 

	
23


	
SECTION 4.09.

	
Payments during the Term-out Period

	
 

	
24





i






	
 

	
 

	
 

	
 


	
ARTICLE V

	
 

	
 

	
 


	
 

	
 

	
 


	
THE
  ADMINISTRATIVE AGENT

	
 

	
24


	
 

	
 

	
 


	
SECTION 5.01.

	
Authorization and Action

	
 

	
24


	
SECTION
  5.02.

	
Administrative Agent’s Reliance, Etc.

	
 

	
24


	
SECTION 5.03.

	
Indemnification of Administrative Agent

	
 

	
25


	
SECTION 5.04.

	
Calyon and Affiliates

	
 

	
25


	
SECTION 5.05.

	
Bank’s Purchase Decision

	
 

	
25


	
SECTION 5.06.

	
[Reserved]

	
 

	
26


	
SECTION 5.07.

	
Notice of Event of Termination

	
 

	
26


	
 

	
 

	
 

	
 


	
ARTICLE VI

	
 

	
 

	
 


	
 

	
 

	
 


	
THE
  PURCHASER AGENTS

	
 

	
26


	
 

	
 

	
 

	
 


	
SECTION 6.01.

	
Authorization

	
 

	
26


	
SECTION 6.02.

	
Reliance by Purchaser Agent

	
 

	
27


	
SECTION 6.03.

	
Agent and Affiliates

	
 

	
27


	
SECTION 6.04.

	
Notices

	
 

	
28


	
SECTION 6.05.

	
Bank’s Purchase Decision

	
 

	
28


	
 

	
 

	
 

	
 


	
ARTICLE VII

	
 

	
 

	
 


	
 

	
 

	
 


	
MISCELLANEOUS

	
 

	
28


	
 

	
 

	
 

	
 


	
SECTION 7.01.

	
Amendments, Etc.

	
 

	
28


	
SECTION 7.02.

	
Notices, Etc.

	
 

	
28


	
SECTION 7.03.

	
Assignability

	
 

	
30


	
SECTION 7.04.

	
Costs, Expenses and Taxes

	
 

	
31


	
SECTION 7.05.

	
No Proceedings

	
 

	
32


	
SECTION 7.06.

	
Confidentiality

	
 

	
32


	
SECTION 7.07.

	
Governing Law

	
 

	
33


	
SECTION 7.08.

	
SUBMISSION TO JURISDICTION

	
 

	
33


	
SECTION 7.09.

	
WAIVER OF JURY TRIAL

	
 

	
33


	
SECTION 7.10.

	
Execution in Counterparts

	
 

	
34


	
SECTION 7.11.

	
Survival of Termination

	
 

	
34


	
SECTION 7.12.

	
Severability

	
 

	
34


	
SECTION 7.13.

	
Excess Funds

	
 

	
34


	
SECTION 7.14.

	
No Recourse

	
 

	
34





ii






EXHIBITS


	
 

	
 


	
EXHIBIT I --

	
Definitions


	
EXHIBIT II
  --

	
Conditions
  of Purchases


	
EXHIBIT III
  --

	
Representations
  and Warranties


	
EXHIBIT IV
  --

	
Covenants


	
EXHIBIT V --

	
Events of
  Termination


	
EXHIBIT VI
  --

	
Collection
  Agent Defaults


	
 


	
ANNEXES


	
 

	
 


	
ANNEX A --

	
Leased
  Equipment Receivables


	
ANNEX B --

	
Concentration
  Percentages


	
ANNEX C --

	
Credit and
  Collection Policy


	
ANNEX D --

	
[Reserved]


	
ANNEX E --

	
Monthly
  Report


	
ANNEX F --

	
Controlled
  Account


	
ANNEX G-1 --

	
Weekly
  Report


	
ANNEX G-2 --

	
Daily Report


	
ANNEX H --

	
Special
  Branches


	
ANNEX I --

	
Form of ENB
  Contract





iii






AMENDED AND RESTATED RECEIVABLES PURCHASE
AGREEMENT


Dated as of December 22, 2008


                    UNITED
RENTALS RECEIVABLES LLC II, a Delaware limited liability company (the “Seller”),
UNITED RENTALS, INC., a Delaware corporation (the “Collection Agent”),
ATLANTIC ASSET SECURITIZATION LLC (“Atlantic”), a Delaware corporation,
and LIBERTY STREET FUNDING LLC (“Liberty”) (each of Atlantic and
Liberty, a “Purchaser”, and together the “Purchasers”), CALYON
NEW YORK BRANCH (“CALYON”), a branch of a French banking corporation, as
a Bank, as administrative agent (the “Administrative Agent”) for the
Investors and the Banks (as defined herein), as purchaser agent for Atlantic
(the “Atlantic Purchaser Agent”), and THE BANK OF NOVA SCOTIA (“SCOTIA
CAPITAL”), as a Bank and as purchaser agent for Liberty (the “Liberty
Purchaser Agent” and together with the Atlantic Purchaser Agent, the “Purchaser
Agents”), agree as follows:


PRELIMINARY STATEMENTS


                    Certain
terms that are capitalized and used throughout this Agreement are defined in
Exhibit I to this Agreement. Capitalized terms not defined herein are used as
defined in the Purchase Agreement or, if not defined in the Purchase Agreement,
the Credit Agreement. References in the Exhibits to “the Agreement”
refer to this Agreement, as amended, modified or supplemented from time to
time. All interest rate and yield determinations referenced herein shall be
expressed as a decimal and rounded, if necessary, to the nearest one hundredth
of a percentage point.


                    The
Seller has acquired, and may continue to acquire, Receivables and Related
Security from the Originators, either by purchase or by contribution to the
capital of the Seller, in accordance with the terms of the Purchase Agreement.
The Seller is prepared to sell undivided fractional ownership interests
(referred to herein as “Receivable Interests”) in the Pool Receivables.
The Purchasers may, in their sole discretion, purchase such Receivable
Interests in the Pool Receivables, and the Banks are prepared to purchase such
Receivable Interests in the Pool Receivables, in each case on the terms set
forth herein. 


                    The
parties hereto previously entered into that certain Receivables Purchase
Agreement, dated as of May 31, 2005. The parties hereto now desire to amend and
restate the Receivables Purchase Agreement in its entirety as set forth herein
and with the effect from the Effective Time (as defined herein). Accordingly,
the parties agree as follows:


ARTICLE I



AMOUNTS AND TERMS OF THE PURCHASES


                    SECTION 1.01.    Purchase Facility.


                    (a)
On the terms and conditions hereinafter set forth, the Purchasers may, in their
sole discretion, and the Banks shall, ratably in accordance with their
respective Bank Commitments, purchase Receivable Interests in the Pool
Receivables from the Seller from time to time during the period from the date
hereof through the date immediately preceding the Facility Termination Date, in
the case of the Banks, and through the date immediately preceding the
Commitment Termination Date, in the case of the Purchasers. Under no
circumstances shall the Purchasers make any such purchase, or the Banks be
obligated to make any such purchase, if after giving effect to such purchase
the aggregate outstanding Capital of Receivable Interests in the Pool
Receivables would exceed the Purchase Limit or would exceed its ratable share
of the Bank Commitment.






                    (b)
The Seller may, upon at least five Business Days’ notice to the Administrative
Agent and each Purchaser Agent, terminate this purchase facility in whole or,
from time to time, reduce in part the unused portion of the Purchase Limit
ratably in accordance with each Bank’s Percentage; provided that each
partial reduction shall be in the amount of at least $1,000,000, and provided
further that the Seller shall pay any related Broken Funding Cost, and provided
further that no partial reduction shall reduce the Purchase Limit below
$50,000,000.


                    (c)
Subject to the conditions described in Section 2(b) of Exhibit II
to this Agreement, Collections attributable to Receivable Interests in the Pool
Receivables shall be automatically reinvested pursuant to Section 1.04(b)(ii)
in additional undivided percentage interests in the Pool Receivables by making
an appropriate readjustment of the applicable Receivable Interest percentages.


                    SECTION 1.02.    Making Purchases.


                    (a)
Each notice of purchase of a Receivable Interest in the Pool Receivables shall
be delivered by the Seller to the Administrative Agent and each Purchaser Agent
no later than 10:30 a.m. (New York City time), on the proposed date the
purchase is to be made. Each such notice of a purchase shall be in the form of
an irrevocable Purchase Request and shall specify (i) the amount requested
to be paid to the Seller by each Purchaser (such amount, which shall not be
less than $250,000 in the aggregate (inclusive of any amount being rolled over
from a previous purchase), being referred to herein as the initial “Capital”
of each Receivable Interest in the Pool Receivables then being purchased),
(ii) the date of such purchase (which shall be a Business Day) and (iii)
unless the purchase will be funded with Pooled Commercial Paper, the desired
duration of the initial Fixed Period for each such Receivable Interest in the
Pool Receivables. Each Purchaser Agent shall promptly thereafter (but in no
event later than 11:00 a.m. (New York City time) on the proposed date of
purchase) notify the Seller and the Administrative Agent whether the respective
Purchaser has determined to make a purchase and, if so, whether all of the
terms specified by the Seller are acceptable to such Purchaser and the yield
with respect to such purchase and the amount of interest that will be due for
the related Settlement Period. If a Purchaser has determined not to make a
proposed purchase, the respective Purchaser Agent shall promptly send notice of
the proposed purchase to all of the related Banks concurrently specifying the
date of such purchase, each Bank’s Percentage multiplied by the aggregate
amount of Capital of the Receivable Interests in the Pool Receivables being
purchased, the Assignee Rate for the Fixed Period for such Receivable Interest
in the Pool Receivables, and the duration of the Fixed Period for such
Receivable Interest in the Pool Receivables (which shall be one day if the
Seller has not selected another period). The Seller shall indemnify the
Purchasers and the Banks against any loss or expense incurred by the Purchasers
and/or the Banks, either directly or indirectly, as a result of any failure by
the Seller to complete such transfer, including, without limitation, any loss
or expense incurred by the Purchasers and/or the Banks by reason of the liquidation
or reemployment of funds acquired by the Purchasers or the Banks (including,
without limitation, funds obtained by issuing notes, obtaining deposits as
loans from third parties and reemployment of funds) to fund such transfer.


2






                    (b)
On the date of each such purchase of a Receivable Interest in the Pool
Receivables, the Purchaser or the Banks, as the case may be, shall, upon
satisfaction of the applicable conditions set forth in Exhibit II hereto,
make available to the Seller by wire transfer in U.S. dollars in same day
funds, to the account designated by the Seller, no later than 3:00 p.m. (New
York City time) an amount equal to such Purchaser’s or Bank’s ratable share
(based on the applicable Bank’s Percentage) of the initial Capital of such
Receivable Interest in the Pool Receivables.


                    (c)
Effective on the date of each purchase pursuant to this Section 1.02 and
each reinvestment pursuant to Section 1.04, the Seller hereby sells and assigns
to the Administrative Agent, for the benefit of the parties making such
purchase, an undivided percentage ownership interest, to the extent of the
Receivable Interests then being purchased, in each Pool Receivable then
existing and in the Related Security and Collections with respect to, and other
proceeds of, such Pool Receivable and Related Security.


                    (d)
Notwithstanding the foregoing, a Bank shall not be obligated to make purchases
under this Section 1.02 at any time in an amount that would exceed the Bank
Commitment with respect to such Bank less such Bank’s Percentage of the
outstanding and unpaid Capital of the Purchaser. Each Bank’s obligation shall
be several, such that the failure of any Bank to make available to the Seller
any funds in connection with any purchase shall not relieve any other Bank of
its obligation, if any, hereunder to make funds available on the date of such
purchase, and if any Bank shall fail to make funds available, each remaining
Bank shall (subject to the limitation in the preceding sentence) make available
its pro rata portion of the funds required for such purchase.


                    SECTION 1.03.    Receivable Interest Computation.


                    Each
Receivable Interest in the Pool Receivables shall be initially computed on its
date of purchase. Thereafter until the Termination Date for such Receivable
Interest in the Pool Receivables, such Receivable Interest in the Pool
Receivables shall be automatically recomputed (or deemed to be recomputed based
upon the information provided in the most recently submitted Monthly Report) on
each day other than a Liquidation Day; provided that if a more recently
submitted Weekly Report or Daily Report reflects a smaller Receivable Interest
in the Pool Receivables, the lowest number shall be used. Such Receivable
Interest shall be 100% from and after the occurrence of a Termination Date
until the event causing such Termination Date has been waived or cured.
Notwithstanding the foregoing, such Receivable Interest shall become zero when Capital
thereof and Yield thereon shall have been paid in full, all other amounts owed
by the Seller and the Collection Agent hereunder to the Investors, the Banks,
the Administrative Agent and the Purchaser Agents and each Indemnified Party
and each Affected Person are paid in full and the Collection Agent shall have
received the accrued Collection Agent Fee thereon. 


3






                    SECTION 1.04.    Settlement Procedures.


                    (a)
Collection of the Pool Receivables shall be administered by a Collection Agent,
in accordance with the terms of Article IV of this Agreement. The
Collection Agent shall direct each Obligor to direct all payments of
Collections into Collection Accounts. Subsequently, the Collection Agent shall
forthwith cause all such Collections received in the Collection Accounts to be
transferred into the Controlled Account within one Business Day; provided,
that if the balance in any such Collection Account is less than $50,000, the
Collection Agent shall not be obligated to transfer any amounts from such
Collection Account as long as the account balance remains less than $50,000 and
also as long as the balance is transferred according to a standing order (a
“Threshold Basis”). Additionally, with respect to Collection Accounts that have
balances less than $50,000 and whose balances are not transferred on a
Threshold Basis, the Collection Agent will transfer funds manually from such
accounts on a weekly basis. Any Amounts transferred pursuant to this Section
1.04(a) may be in an amount that leaves up to $10,000 remaining in each such
Collection Account. The Seller shall provide to the Collection Agent (if other
than United Rentals) on a timely basis all information needed for such
administration, including notice of the occurrence of any Liquidation Day and
current computations of each Receivable Interest in the Pool Receivables.


                    (b)
The Collection Agent shall, on each day on which Collections of Pool
Receivables are received or deemed received by it pursuant to this Agreement
with respect to any Receivable Interest in the Pool Receivables:


	
 

	
 


	
 

	
                    (i)
  set aside and hold in trust (and, at the request of the Administrative Agent,
  segregate such amount into a separate account into which no other funds are
  deposited) for the Investors or the Banks that hold such Receivable Interest
  in the Pool Receivables, out of the percentage of such Collections
  attributable to such Receivable Interest in the Pool Receivables, an amount
  equal to the Yield, all fees and payments due pursuant to each of the Fee
  Agreements, and the Collection Agent Fee accrued through such day for such
  Receivable Interest in the Pool Receivables and not previously set aside;


	
 

	
 


	
 

	
                    (ii)
  if such day is not a Liquidation Day, reinvest with the Seller, on behalf of
  the Investors or the Banks that hold such Receivable Interest in the Pool
  Receivables, the remainder of such percentage of Collections, to the extent
  representing a return of Capital, by recomputation of such Receivable
  Interest in the Pool Receivables pursuant to Section 1.03;





4






	
 

	
 


	
 

	
                    (iii)
  if such day is a Liquidation Day, set aside and hold in trust the entire
  remainder of such percentage of Collections for the Investors or the Banks
  that hold such Receivable Interest in the Pool Receivables (and, at the
  request of the Administrative Agent, segregate such amount into a separate
  account into which no other funds are deposited); provided, however,
  that if the Liquidation Day resulted solely by reason of the non-satisfaction
  of the initial purchase conditions (as set forth in paragraph 1 of Exhibit
  II) and such conditions are subsequently satisfied or are waived by the
  Purchaser Agents and written notice is provided to the Rating Agencies rating
  the Commercial Paper, any amounts that have been set aside and held in trust
  pursuant to this clause (iii) shall be reinvested in accordance with the
  preceding clause (ii), provided that, the Events of Termination identified as
  paragraphs (g) and (i) of Exhibit V cannot be waived by the Purchaser Agents;
  and


	
 

	
 


	
 

	
                    (iv)
  during such times as amounts are required to be reinvested in accordance with
  the foregoing clause (ii) or the proviso to clause (iii), release to the
  Seller for its own account any Collections in excess of such amounts and the
  amounts that are required to be set aside pursuant to clause (i) above.





                    (c)
The Collection Agent shall deposit ratably according to the amount then owed to
each Investor or Bank into each Purchaser Agents’ Account on the Settlement Day
for a Receivable Interest in the Pool Receivables, Collections held for the
Investors or the Banks that relate to such Receivable Interest in the Pool
Receivables pursuant to Section 1.04(b)(i) and (iii).


                    (d)
Upon receipt of funds deposited into its Purchaser Agent’s Account, the related
Purchaser Agent shall distribute them as follows:


	
 

	
 


	
 

	
                    (i)
  if such distribution occurs on a day that is not a Liquidation Day, first to
  the Investors or the Banks that hold the relevant Receivable Interest in the
  Pool Receivables, pro rata, in payment in full of all accrued Yield, all fees
  and payments due pursuant to each of the Fee Agreements, and second to the
  Collection Agent in payment in full of all accrued Collection Agent Fees; and


	
 

	
 


	
 

	
                    (ii)
  if such distribution occurs on a Liquidation Day, first to the
  Collection Agent if the Collection Agent is not United Rentals or an
  Affiliate of United Rentals, second to the Investors or the Banks that
  hold the relevant Receivable Interest in the Pool Receivables, pro rata, in
  payment in full of all accrued and unpaid Yield and all fees and payments due
  pursuant to each of the Fee Agreements, third to such Investors or
  Banks, pro rata, in reduction to zero of all Capital, fourth to such
  Investors or Banks or the Administrative Agent or the Purchaser Agents or any
  Indemnified Party or Affected Person, pro rata, in payment of any other
  amounts owed by the Seller hereunder, and fifth to the Collection
  Agent, if United Rentals or an Affiliate of United Rentals is the Collection
  Agent, in payment in full of all accrued and unpaid Collection Agent Fees.





                    After
the Capital and Yield and Collection Agent Fees with respect to a Receivable
Interest in the Pool Receivables, and any other amounts payable by the Seller
to the Investors, the Banks, the Administrative Agent or the Purchaser Agents
hereunder, have been paid in full, all additional Collections with respect to
such Receivable Interest in the Pool Receivables and any excess cash Collateral
shall be paid to the Seller for its own account.


5






                    (e)
For the purposes of this Agreement:


	
 

	
 


	
 

	
                    (i)
  if on any day the Outstanding Balance of any Pool Receivable is reduced or
  adjusted as a result of any Dilution, the Seller shall be deemed to have
  received on such day a Collection of such Pool Receivable in the amount of
  such reduction or adjustment;


	
 

	
 


	
 

	
                    (ii)
  if on any day any of the representations or warranties in paragraph (h) or
  (e) of Exhibit III is not true with respect to any Pool
  Receivable, the Seller shall be deemed to have received on such day a
  Collection of such Pool Receivable in full; and


	
 

	
 


	
 

	
                    (iii)
  if and to the extent the Administrative Agent, the Purchaser Agents, any
  Investors or any Bank or any Indemnified Party or Affected Person shall be
  required for any reason to pay over to an Obligor (or to any trustee,
  receiver, custodian or similar official in any proceeding of the type
  contemplated by paragraph (g) of Exhibit V) any amount received
  by it hereunder, such amount shall be deemed not to have been so received but
  rather to have been retained by the Seller, and, accordingly, the
  Administrative Agent, the Purchaser Agents, the Investors or the Banks, or
  the Indemnified Parties or the Affected Persons, as the case may be, shall
  have a claim against the Seller for such amount, payable when and to the
  extent that any distribution from or on behalf of such Obligor is made in
  respect thereof.





                    (f)
Except as provided in Section 1.04(e)(i) or (ii), or as otherwise required by
applicable law or the relevant Contract, all Collections received from an
Obligor of any Receivables shall be applied to the Receivables of such Obligor
in the order of the age of such Receivables, starting with the oldest such
Receivable, unless such Obligor designates in writing its payment for
application to specific Receivables.


                    (g)
The Seller shall forthwith deliver (i) to the Collection Agent an amount equal
to all Collections deemed received by the Seller pursuant to Section 1.04(e)(i)
or (ii) above and the Collection Agent shall hold or reinvest such Collections
in accordance with Section 1.04(b), or (ii) if Collections are then being paid
to the Administrative Agent or the Controlled Account directly or indirectly
owned or controlled by the Administrative Agent, the Seller shall forthwith
cause such deemed Collections to be paid to the Administrative Agent or such
Controlled Account. So long as the Seller shall hold any Collections or deemed
Collections required to be paid to the Collection Agent, the Administrative
Agent, a Purchaser Agent, a Purchaser, a Bank, an Indemnified Party, or an
Affected Person, it shall hold such Collections in trust and separate and apart
from its own funds and shall clearly mark its records to reflect such trust.


                    (h)
With respect to each Purchaser that is a Nonrenewing Purchaser that has not
been replaced by another Purchaser and whose related Bank has not been
requested to make a Term-out Period Advance by the Seller pursuant to Section
1.13 (any such Purchaser a “Non-Extending Purchaser”), the Collection Agent
shall implement the procedures set forth in this Section 1.04(h) (a “Partial
Liquidation”). On each Business Day prior to such Non-Extending Purchaser’s
Bank Commitment being reduced to zero (provided that no Event of Termination
has occurred and is continuing), the Collection Agent shall apply funds, out of
the Collections represented by the Receivable Interest received and not
previously applied, in the following manner:


6






	
 

	
 


	
 

	
                    (i)
  set aside and hold in trust in the Collection Account, for the benefit of the
  Purchasers an amount equal to all Yield and fees and other payments owed
  under the Fee Agreements (based on the Receivable Interest at such time), in
  each case accrued through such day and not so previously set aside or paid.
  The Collection Agent shall thereafter pay to each Purchaser Agent on the last
  day of each Settlement Period for the Purchasers (ratably according to
  accrued Yield and fees other payments owed under the Fee Agreements ) the
  amount of such accrued and unpaid fees other payments owed under the Fee
  Agreements and Yield;


	
 

	
 


	
 

	
                    (ii)
  pay to each applicable Purchaser Agent for the account of each Non-Extending
  Purchaser, if any, related to such Purchaser Agent (ratably based on the Bank
  Commitment of the Bank related to such Purchasers at such time), and, for the
  account of any related Purchasers solely to the extent necessary to reduce
  such Purchaser’s pro rata portion of the Purchase Limit to an amount that is
  equal to or lesser than the amount of any available Bank Commitment of any
  remaining Banks related to such Purchaser at such time, from such Collections
  remaining after application pursuant to clause (i) above, the amount of such
  Bank Commitment of the Bank related to such Non-Extending Purchaser provided
  that solely for purposes of determining such Non-Extending Purchaser’s
  ratable share of such Collections, such Bank Commitment shall be deemed to
  remain constant from the date such Purchaser becomes a Non-Extending
  Purchaser until the date such Bank Commitment of the Bank related to such
  Non-Extending Purchaser has been paid in full; it being understood that if
  such day is also a Termination Day or a day on which an Event of Termination
  has occurred, the Bank Commitment of the Bank related to such Non-Extending
  Purchaser shall be recalculated at such time (taking into account amounts
  received by or on behalf of such Purchaser in respect of its Capital pursuant
  to this clause (ii)), and thereafter Collections shall be set aside for
  payment to all Purchasers (ratably according to the Bank Commitment of the
  Bank related to such Non-Extending Purchaser) pursuant to paragraph (d)
  above; and


	
 

	
 


	
 

	
                    (iii)
  reinvest the balance of such Collections in respect of Capital to the
  acquisition of additional undivided percentage interests pursuant to Section
  1.02 hereof.





                    SECTION 1.05.    Fees.


                    (a)
The Collection Agent shall be entitled to receive a fee (the “Collection
Agent Fee”) of 0.50% per annum on the average daily Outstanding Balance of
each Receivable Interest owned by each Investor or Bank, for the period from
the date of purchase of such Receivable Interest until the later of the
Termination Date for such Receivable Interest or the date on which such Capital
is reduced to zero, payable in arrears on the first day of each calendar month
following each Settlement Period for such Receivable Interest. Upon three
Business Days’ notice to the Administrative Agent and the Purchaser Agents, the
Collection Agent (if not United Rentals) may elect to be paid, as such fee, a
different percentage per annum on the average daily Outstanding Balance of such
Receivable Interest for such Settlement Period, but in no event in excess for
all Receivable Interests relating to a single Receivables Pool of 110% of the
reasonable costs and expenses of the Collection Agent in administering and
collecting the Receivables in such Receivables Pool. The Collection Agent Fee
shall be payable only from Collections pursuant to, and subject to the priority
of payment set forth in, Section 1.04.


7






                    (b)
The Seller agrees to pay to the Administrative Agent and the Purchaser Agents
certain fees in the amounts and on the dates set forth in the applicable Fee
Agreement with each of the Purchaser Agents, as applicable.


                    SECTION 1.06.    Payments and Computations, Etc.


                    (a)
No later than the first Business Day of each month, each Purchaser Agent on
behalf of the related Purchaser shall calculate the aggregate amount of Yield
applicable to the portion of all Receivable Interests funded with Pooled
Commercial Paper for the Settlement Period then most recently ended and shall
notify Seller of such aggregate amount.


                    (b)
All amounts to be paid or deposited by the Seller or the Collection Agent,
including all Broken Funding Costs, hereunder to or for the account of the
Purchaser Agents, a Purchaser or any other Investor or Bank shall be paid or
deposited no later than 11:00 A.M. (New York City time) on the day when due in
same day funds to the applicable Purchaser Agent’s Account.


                    (c)
The Seller and Collection Agent shall, to the extent permitted by law, pay
interest on any amount not paid or deposited by the Seller or Collection Agent,
as applicable (whether as Collection Agent or otherwise), when due hereunder,
at an interest rate per annum equal to 2% per annum above the Alternate Base
Rate, payable upon the demand of the related Purchaser Agent.


                    (d)
All computations of interest under clause (b) above and all computations of
Yield, fees, and other amounts hereunder shall be made on the basis of a year
of 360 days (or 365 or 366 days, as applicable, if computed with reference to
the Alternate Base Rate) for the actual number of days elapsed. Whenever any
payment or deposit to be made hereunder shall be due on a day other than a
Business Day, such payment or deposit shall be made on the next succeeding
Business Day and such extension of time shall be included in the computation of
such payment or deposit.


                    SECTION 1.07.    Dividing or Combining Receivable Interests.


                    A
Purchaser Agent, on written notice to the Seller on or prior to the last day of
any Fixed Period, may either (i) divide any Receivable Interest in the Pool
Receivables into two or more Receivable Interests having aggregate Capital
equal to the Capital of such divided Receivable Interest, or (ii) combine
any two or more Receivable Interests in the Pool Receivables originating on
such last day or having Fixed Periods ending on such last day into a single
Receivable Interest in the Pool Receivables having Capital equal to the
aggregate of the Capital of such Receivable Interests.



                    SECTION 1.08.    Increased Costs and Requirements of Law. 


                    (a)
If the Administrative Agent, the Purchaser Agents, any Investor, any Bank, any
entity that enters into a commitment to purchase Receivable Interests in the
Pool Receivables or interests therein or any entity that provides liquidity or
credit enhancement or any of their respective Affiliates (each an “Affected
Person”) reasonably determines that compliance with any law or regulation
or any guideline or request from any central bank or other governmental
authority (whether or not having the force of law):


8






	
 

	
 


	
 

	
                    (i)
  affects or would affect the amount of capital required or expected to be
  maintained by such Affected Person and such Affected Person determines that the
  amount of such capital is increased by or based upon the existence of any
  commitment to make purchases of or to lend against or otherwise to maintain
  the investment in Pool Receivables or interests therein, hereunder or under
  any commitments to an Investor related to this Agreement or to the funding
  thereof or any related liquidity facility or credit enhancement facility (or
  any participation therein) and other commitments of the same type; or


	
 

	
 


	
 

	
                    (ii)
  increases the cost to an Affected Person of agreeing to purchase or
  purchasing, or maintaining the ownership of, Receivable Interests in the Pool
  Receivables in respect of which the Yield is computed by reference to the
  Eurodollar Rate (Reserve Adjusted);





                    (b)
then, upon demand by such Affected Person (with a copy to the related Purchaser
Agent), the Seller shall pay to the related Purchaser Agent within 30 days of
the delivery of such demand, for the account of such Affected Person (as a
third-party beneficiary), from time to time as specified by such Affected
Person, additional amounts sufficient to compensate such Affected Person in the
light of such circumstances, to the extent that such Affected Person reasonably
determines such increase in capital or increased costs to be allocable to the
existence of any of such commitments. Without limiting the Seller’s liability
with respect to such increases in capital or costs, such Affected Person shall,
if possible, use its reasonable best efforts to mitigate such increases in
capital or costs. A certificate as to such amounts submitted to the Seller and
the related Purchaser Agent by such Affected Person shall be conclusive and
binding for all purposes, absent manifest error.


                    (c)
In the event that any change in any
requirement of law or in the interpretation or application to an Affected
Person of a requirement of law or change thereto by the relevant governmental
authority after the date hereof or compliance by an Affected Person with any
request or directive (whether or not having the force of law) from any central
bank or other governmental authority after the date of this Agreement:


	
 

	
 


	
 

	
                    (i)
  does or shall subject such Affected Person to any tax of any kind whatsoever
  with respect to this Agreement or change the basis of taxation of payments to
  such Affected Person on account of Collections, Yield, Collection Agent Fees
  or any other amounts payable hereunder or under the Fee Agreement (excluding
  franchise taxes imposed on such Affected Person by the jurisdiction under the
  laws of which such Affected Person is organized or a political subdivision
  thereof and income taxes of any kind); or


	
 

	
 


	
 

	
                    (ii)
  does or shall impose, modify or hold applicable any reserve, special deposit,
  compulsory loan or similar requirement against assets held by, or deposits or
  other liabilities in or for the account of, purchases, advances or loans by,
  or other credit extended by, or any other acquisition of funds by, any office
  of such Affected Person which are not otherwise included in the determination
  of the Alternate Base Rate or Eurodollar Rate (Reserve Adjusted) hereunder;





9






and
the result of any of the foregoing is to
increase the cost to such Affected Person of owning the Receivable Interests in the Pool Receivables or to reduce any amount
receivable hereunder or
under the Fee Agreement then, upon demand by the related Purchaser Agent, the
Seller shall pay to the related Purchaser Agent within 30 days of the delivery
of such demand, any additional amounts necessary to compensate such Affected
Person for such additional cost or reduced
amount receivable. Without limiting the Seller’s liability with respect
to such increases in capital or costs, such Affected Person shall, if possible,
use its reasonable best efforts to mitigate such increases in capital or costs.


                    (d)
For the avoidance of doubt, any change in interpretation of Accounting Research
Bulletin No. 51 by the Financial Accounting Standards Board or any other change
in national or international generally accepted principles of accounting
(whether foreign or domestic) that would require the consolidation of some or
all of the assets and liabilities of any Purchaser or Bank, including the assets
and liabilities that are the subject of this Agreement and/or other Transaction
Documents, but excluding any assets and liabilities that are currently
consolidated with those of any Affected Person (other than such Purchaser or
Bank), shall constitute a change in the interpretation, administration or
application of a law, regulation, guideline or request subject to Section
1.08(a), (b) and (c).


                    (e)
The Administrative Agent shall promptly notify the Seller if any event of which
it has knowledge, which will entitle an Affected Person to compensation
pursuant to this Section 1.08. Notwithstanding the foregoing, in the
event that such notice is not given to the Seller by the Administrative Agent,
such Affected Person shall not be entitled to compensation from the
Administrative Agent for any additional costs incurred as a result of such
failure to notify.


                    SECTION 1.09.    Intended Characterization Security Interest.


                    The
Seller, the Purchasers, the Administrative Agent, the Investors, the Banks and
the Purchaser Agents intend that the sale, assignment and transfer of the
Receivable Interests to the Administrative Agent hereunder shall be treated as
a true sale for all purposes, other than federal and state income tax purposes
and accounting purposes. If, notwithstanding the intent of the parties, the
sale, assignment and transfer of the Receivable Interests is not treated as a
sale for all purposes, other than federal and state income tax purposes, the sale,
assignment and transfer of the Receivable Interests shall be treated as a grant
of, and the Seller does hereby grant to the Administrative Agent, for its
benefit and the ratable benefit of the Investors and the Banks, and as
collateral security for the performance by the Seller of all the terms,
covenants and agreements on the part of the Seller (whether as the Seller or
otherwise) to be performed under this Agreement or any document delivered in
connection with this Agreement, including the punctual payment when due of all
obligations of the Seller hereunder or thereunder, whether for indemnification
payments, fees, expenses or otherwise, the Seller hereby assigns to the
Administrative Agent for its benefit and the ratable benefit of the Investors
and the Banks, and hereby grants to the Administrative Agent for its benefit
and the ratable benefit of the Investors and the Banks, a security interest in,
all of the Seller’s right, title and interest in, to and under (but none of the
Seller’s obligations under) all of the following, whether now or hereafter
existing or arising:


10






                    (a)
each of the Transaction Documents to which it is a party, including, without
limitation, (i) all rights of the Seller to receive moneys due or to
become due under or pursuant to the Purchase Agreement, (ii) all security
interests and property subject thereto from time to time purporting to secure
payment of monies due or to become due under or pursuant to the Purchase
Agreement, (iii) all rights of the Seller to receive proceeds of any
insurance, indemnity, warranty or guaranty with respect to the Purchase
Agreement, (iv) claims of the Seller for damages arising out of or for
breach of or default under the Purchase Agreement, and (v) the right of the
Seller to compel performance and otherwise exercise all remedies thereunder,


                    (b)
all Receivables, the Related Security with respect thereto and the Collections
and all other assets, including, without limitation, accounts, chattel paper,
instruments and general intangibles (as those terms are defined in the
UCC) owned by the Seller and not otherwise purchased or scheduled to be
purchased under this Agreement,


                    (c)
the Controlled Account and all amounts on deposit therein and all certificates
and instruments, if any, from time to time evidencing any of the foregoing and


       
             (d)
to the extent not included in the foregoing, all proceeds of and all amounts
received or receivable under any and all of the foregoing.


              
           
The Administrative Agent, for the benefit of the Investors, shall have, with
respect to the foregoing, in addition to all the other rights and remedies
available to it, for the benefit of the Investors, all of the rights and
remedies of a secured party under the UCC.


                    SECTION 1.10.    [Reserved]


                    SECTION 1.11.    Sharing of Payments.


                    If
any Purchaser (for purpose of this Section 1.11 only, a “Recipient”)
shall obtain any payment (whether voluntary, involuntary, through the exercise
of any right of setoff, or otherwise) on account of any interest in the Capital
owned by it in excess of its ratable share thereof, such Recipient shall
forthwith purchase from the Purchaser entitled to a share of such amount
participations in the percentage interests owned by such Persons as shall be
necessary to cause such Recipient to share the excess payment ratably with each
such other Person entitled thereto; provided, however, that if
all or any portion of such excess payment is thereafter recovered from such
Recipient, such purchase from each such other Person shall be rescinded and
each such other Person shall repay to the Recipient the purchase price paid by
such Recipient for such participation to the extent of such recovery, together
with an amount equal to such other Person’s ratable share (according to the
proportion of (a) the amount of such other Person’s required payment to (b) the
total amount so recovered from the Recipient) of any interest or other amount
paid or payable by the Recipient in respect of the total amount so recovered.


11






                    SECTION 1.12.    Repurchase Option.


                    So
long as no Event of Termination or Incipient Event of Termination would occur
or be continuing after giving effect thereto, the Seller shall have the right
to repurchase all, but not less than all, of the Receivable Interests held by
the Investors and the Banks upon not less than thirty (30) days prior written
notice to the Purchaser Agents. Such notice shall specify the date that the
Seller desires that such repurchase occur (such date, the “Repurchase Date”).
On the Repurchase Date, the Seller shall transfer to the Purchaser Agents’
Account in immediately available funds an amount equal to (i) the Capital of
the Receivable Interests held by the Investors and the Banks, (ii) all accrued
and unpaid Yield thereon to the Repurchase Date, (iii) all accrued and unpaid
fees owing to the Investors and the Banks under the Fee Agreements, (iv) the Liquidation
Fee owing to the Investors and the Banks in respect of such repurchase and (v)
all expenses and other amounts payable hereunder to any of the Administrative
Agent, the Purchaser Agents, the Investors and the Banks (including, without
limitation, reasonable attorneys’ fees and disbursements). Any repurchase
pursuant to this Section 1.12 shall be made without recourse to or warranty by
the Administrative Agent, the Purchaser Agents, the Investors or the Banks
(except for a warranty that all Receivable Interests repurchased are
transferred free of any lien, security interest or Adverse Claim created solely
by the actions of the Administrative Agent, the Purchaser Agents, the Investors
or the Banks). Further, on the Repurchase Date the Bank Commitments for all the
Banks shall terminate, each of the Commitment Termination Date and Facility
Termination Date shall have occurred, and no further purchases or reinvestments
of Collections shall be made hereunder.


                    SECTION 1.13.    Term-out Provisions.


                    (a)
Extension of Term. The Seller may, at any time during the period which
is no more than forty-five (45) days or less than thirty (30) days immediately
preceding the Commitment Termination Date (as such date may have previously
been extended pursuant to this Section 1.13), request that the then
applicable Commitment Termination Date be extended for an additional 364 days.
Any such request shall be in writing and delivered to the Purchaser Agents, and
shall be subject to the following conditions: (i) no Purchaser shall have an
obligation to extend the Commitment Termination Date at any time, and (ii) any
such extension with respect to any Purchaser shall be effective only upon the
written agreement of such Purchaser and the related Purchaser Agent, the
Administrative Agent, the Seller and the Collection Agent. Each Purchaser will
respond to any such request no later than the fifteenth day prior to the
Commitment Termination Date (the “Response Deadline”), provided, that a
failure by any Purchaser to respond by the Response Deadline shall be deemed to
be a rejection of the requested extension. Notwithstanding the foregoing, the
Commitment Termination Date shall not occur as a result of any Purchaser’s
failure to agree to any such extension (each such Purchaser being a “Nonrenewing
Purchaser”) if, on or prior to such date (the “Scheduled Commitment
Termination Date”), either (i) such Nonrenewing Purchaser is replaced by
another Purchaser which has a Bank Commitment equal to such Nonrenewing
Purchaser, or (ii) the Seller requests a Term-out Period Advance to be made by
the Bank related to such Nonrenewing Purchaser in accordance with the
provisions of Section 1.13(b) and (c) on the Scheduled Commitment
Termination Date. 


12






                    (b)
Term-out Period Advances. No later than 11:00 a.m. (New York City time)
on the Scheduled Commitment Termination Date following its receipt of written
request therefor from the Seller and subject to the satisfaction of the
applicable conditions precedent set forth in paragraph 2 of Exhibit II,
each Bank related to such Nonrenewing Purchaser shall (i) establish such
Purchaser’s Term-out Period Account and (ii) make a Term-out Period Advance by
depositing, in same day funds to such Purchaser’s Term-out Period Account, an
amount equal to such Nonrenewing Purchaser’s Bank Commitment as of such date.
The Seller or its appointed agent shall invest the amounts on deposit in such
Purchaser’s Term-out Period Account, and the proceeds of such investments, only
in Eligible Investments. All earnings on any such Eligible Investments shall be
applied pursuant to Section 1.13(f) to offset the Yield payable to such
Nonrenewing Purchaser in respect of its Term-out Advance.


                    (c)
Term-out Period Account Funded Advances. No later than 12:00 noon (New
York City time), on the Scheduled Commitment Termination Date on which each
Bank related to Nonrenewing Purchasers makes the initial deposit into the
related Term-out Period Accounts in accordance with Section 1.13(b), the
applicable Purchaser Agent will withdraw from each such Purchaser’s Term-out
Period Account an amount equal to such Purchaser’s ratable share of the
Capital. During the Term-out Period, all additional purchases to be made by any
Nonrenewing Purchaser pursuant to Section 1.02 shall be made by such
Purchaser by withdrawing funds from such Purchaser’s Term-out Period Account;
provided that all the applicable conditions set forth in paragraph 2 of
Exhibit II hereto will be satisfied. 


                    (d)
Maturity. All Term-out Period Advances shall be due and payable in full
by the Seller on the Facility Termination Date.


                    (e)
Use of Proceeds; Security Interest in Term-out Period Account. The
Seller hereby agrees that it shall use the proceeds of the Term-out Period
Advances solely to fund and maintain the Term-out Period Account for the
purpose of funding additional purchases from time to time. The Seller hereby
grants to each applicable Nonrenewing Purchaser, a security interest in such
Nonrenewing Purchaser’s Term-out Period Account, all funds from time to time
credited thereto, all financial assets (including, without limitation, Eligible
Investments) from time to time acquired with any such funds or otherwise credited
to such Term-out Period Account, all interest, dividends, cash, instruments and
other investment property from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of such funds or such
financial assets, and all proceeds of, collateral for, and supporting
obligations relating to any and all of the foregoing. The grant of a security
interest by the Seller to each such Nonrenewing Purchaser pursuant to this
Section secures the payment of the Seller’s obligation to repay the applicable
Term-out Period Advances, and to pay Yield thereon, pursuant to the terms of
this Agreement. 


                    (f)
Term-out Period Accounts. Earnings on any Eligible Investments in a
Term-out Period Account shall be applied to offset the Yield payable to the
related Purchaser on any date upon which Yield is payable to such Purchaser
hereunder.


                    (g)
Term-out Period Advance Rate. Each Term-out Period Advance shall accrue
Yield for each day during its Fixed Period at the Term-out Period Advance Rate.


13






                    (h)
[Reserved.]


                    (i)
Reinvestment of Returned Capital. For the avoidance of doubt and in
relation to Section 4.09, all the payments in respect of the Capital shall be made
to each Purchaser’s Term-out Period Account and shall be available to be
reinvested in additional undivided percentage interests in the Pool
Receivables.


                    (j)
Commitment Renewal. After providing a Term-out Period Advance, the
Seller, at any time during the Term-out Period, can request the reinstatement
and extension of the Commitment Termination Date, provided that any such
reinstatement and extension shall be granted by each Purchaser in its sole
discretion and shall not extend by more than 364 days beyond the date of grant
(the “Commitment Renewal”). Upon the effectiveness of any such
Commitment Renewal, with respect to a Purchaser and its related Bank (i) such
Purchaser shall advance funds in an amount equal to the portion of Capital
outstanding funded through withdrawals from such Bank’s Term-out Period Account
to the Seller for deposit in such Term-out Period Account, (ii) all Eligible
Investments held in such Term-out Period Account shall be liquidated and (iii)
such Bank shall be paid in full its outstanding Term-out Period Advance
together with all accrued and unpaid Yield thereon using first all amounts on
deposit in such Term-out Period Account to satisfy such amounts. Upon payment
in full of such Term-out Period Advance, the security interest of the Bank in
such Term-out Period Account automatically shall be released. 


                    (k)
Nonrenewal by one Purchaser. For the avoidance of doubt, as long as one
Purchaser renews or makes a Term-out Period Advance, the failure of the other
Purchaser to renew or whose related Bank has not been requested to make a
Term-out Period Advance by the Seller shall not result in the Facility
Termination Date being triggered.


ARTICLE II



REPRESENTATIONS AND WARRANTIES; COVENANTS; EVENTS OF TERMINATION


                    SECTION 2.01.    Representations and Warranties; Covenants.


                    The
Seller hereby makes the representations and warranties, and hereby agrees to
perform and observe the covenants, set forth in Exhibits III and IV,
respectively, hereto.


                    SECTION 2.02.    Events of Termination.


                    If
any of the Events of Termination set forth in Exhibit V hereto
shall occur and be continuing, the Administrative Agent or a Purchaser Agent
may, by notice to the Seller, take either or both of the following actions:
(x) declare the Facility Termination Date and the Commitment Termination
Date to have occurred (in which case the Facility Termination Date and the
Commitment Termination Date shall be deemed to have occurred) and
(y) without limiting any right under this Agreement to replace the
Collection Agent, designate another Person to succeed the then current
Collection Agent as the Collection Agent; provided that, automatically
upon the occurrence of any event (without any requirement for the passage of
time or the giving of notice) described in paragraphs (g) or (i) of Exhibit V,
the Facility Termination Date and the Commitment Termination Date shall occur.
Upon any such declaration or designation or upon any such automatic
termination, the Investors, the Banks, the Administrative Agent and each
Purchaser Agent shall have (a) the rights of the Seller as “Buyer” under
the Purchase Agreement and (b) in addition to the rights and remedies that they
may have under this Agreement, all other rights and remedies provided after
default under the UCC of the appropriate jurisdiction or jurisdictions and
under other applicable law, which rights and remedies shall be cumulative.


14






ARTICLE III



INDEMNIFICATION


                    SECTION 3.01.    Indemnities by the Seller.


                    Without
limiting any other rights that the Administrative Agent, the Purchaser Agents,
the Investors, the Banks or any entity that provides liquidity or credit
enhancement or any of their respective Affiliates or any of their respective
employees, officers, directors, agents or counsel (each, an “Indemnified
Party”) may have hereunder or under applicable law, the Seller hereby
agrees to indemnify each Indemnified Party from and against any and all claims,
damages, costs, expenses, losses and liabilities (including reasonable
attorneys’ fees) (all of the foregoing being collectively referred to as “Indemnified
Amounts”) arising out of or resulting from this Agreement or the ownership
of Receivable Interests or in respect of any Receivable or any Contract,
excluding, however, (a) Indemnified Amounts to the extent resulting from gross
negligence or willful misconduct on the part of such Indemnified Party, (b)
recourse for uncollectible Receivables or (c) any income taxes or any other tax
or fee measured by income incurred by such Indemnified Party, arising out of or
as a result of this Agreement or the ownership of Receivable Interests or in
respect of any Receivable or any Contract. Without limiting or being limited by
the foregoing (but subject to the aforementioned exclusions), the Seller shall
pay on demand to each Indemnified Party any and all amounts necessary to
indemnify such Indemnified Party from and against any and all Indemnified
Amounts relating to or resulting from any of the following:


	
 

	
 


	
 

	
                    (i)
  the creation of an undivided percentage ownership or security interest in any
  Receivable that purports to be part of the Net Receivables Pool Balance but
  that is not at the date of the creation of such interest an Eligible
  Receivable;


	
 

	
 


	
 

	
                    (ii)
  any representation or warranty or statement made or deemed made by the Seller
  (or any of its officers) pursuant to this Agreement and the other Transaction
  Documents that shall have been incorrect when made or deemed made;


	
 

	
                    (iii)
  the failure by the Seller or any of the Originators to comply with any
  applicable law, rule or regulation with respect to any Pool Receivable or the
  related Contract; or the failure of any Pool Receivable or the related
  Contract to conform to any such applicable law, rule or regulation;


	
 

	
 


	
 

	
                    (iv)
  the failure to vest and maintain vested in the Administrative Agent on behalf
  of the Investors and the Banks (a) a first priority perfected undivided
  percentage ownership or security interest, to the extent of each Receivable
  Interest, in the Receivables in, or purporting to be in, the Receivables Pool
  and the Related Security and Collections in respect thereof or (b) a first
  priority perfected security interest as provided in Section 1.09, in
  each case free and clear of any Adverse Claim;





15






	
 

	
 


	
 

	
                    (v)
  the failure to have filed, or any delay in filing, financing statements or
  other similar instruments or documents under the UCC of any applicable
  jurisdiction or other applicable laws with respect to any Receivables in, or
  purporting to be in, the Receivables Pool and the Related Security and
  Collections in respect thereof, whether at the time of any purchase or
  reinvestment or at any subsequent time;


	
 

	
 


	
 

	
                    (vi)
  without double counting for any Dilution for which a deemed collection has
  been received under Section 1.04(e)(i) of this Agreement, any dispute, claim,
  offset or defense (other than discharge in bankruptcy of the Obligor or any
  other credit related loss) of the Obligor to the payment of any Receivable
  in, or purporting to be in, the Receivables Pool (including, without
  limitation, a defense based on such Receivable or the related Contract not
  being a legal, valid and binding obligation of such Obligor enforceable
  against it in accordance with its terms), or any other claim resulting from
  the sale of the goods or services related to such Receivable or the furnishing
  or failure to furnish such goods or services or relating to collection
  activities with respect to such Receivable (to the extent such collection
  activities were performed by the Seller or any of its Affiliates acting as
  Collection Agent);


	
 

	
 


	
 

	
                    (vii)
  any failure of the Seller to perform its duties or obligations in accordance
  with the provisions hereof (including any failure to comply with the
  covenants contained in Exhibit IV) or of any of the Transaction
  Documents to which it is a party, or under any Contract;


	
 

	
 


	
 

	
                    (viii)
  any products liability or other claim, investigation or proceeding (including
  any claim for unpaid sales, excise or other taxes) arising out of or in
  connection with the goods or services or merchandise or insurance that are
  the subject of any Contract;


	
 

	
 


	
 

	
                    (ix)
  the commingling by the Seller or any of its Affiliates (United Rentals, as
  Collection Agent or otherwise) of Collections of Pool Receivables at any time
  with other funds or the failure of Collections to be deposited into the
  Controlled Account;


	
 

	
 


	
 

	
                    (x)
  any investigation, litigation or proceeding related to this Agreement or the
  ownership of Receivable Interests or in respect of any Receivable or Related
  Security;


	
 

	
 


	
 

	
                    (xi)
  any Collection Agent Fees or other costs and expenses payable to any
  replacement Collection Agent, to the extent in excess of the Collection Agent
  Fees payable to the Collection Agent hereunder; or


	
 

	
 


	
 

	
                    (xii)
  any claim brought by any Person other than an Indemnified Party arising from
  any activity by the Seller or any Affiliate of the Seller in servicing,
  administering or collecting any Receivable.





16






ARTICLE IV



ADMINISTRATION AND COLLECTION OF POOL RECEIVABLES


                    SECTION 4.01.    Designation of Collection Agent.


                    The
servicing, administration and collection of the Pool Receivables shall be
conducted by the Collection Agent so designated hereunder from time to time.
Until the Administrative Agent, with the consent of each Purchaser Agent, gives
prior notice to the Seller of the designation of a new Collection Agent in
accordance with the terms hereof, United Rentals is hereby designated as, and
hereby agrees to perform the duties and obligations of, the Collection Agent
pursuant to the terms hereof. The Administrative Agent, with the consent of
each Purchaser Agent, at any time after the occurrence of an Event of
Termination may designate as Collection Agent any Person (including itself) to
succeed United Rentals or any successor Collection Agent, if such Person shall
consent and agree to the terms hereof. The Collection Agent may (a) with the
prior consent of the Administrative Agent and each Purchaser Agent, subcontract
with any other Person for the servicing, administration or collection of the
Pool Receivables, or (b) without the prior consent of the Administrative Agent
and each Purchaser Agent but with 30 days written notice to the Administrative
Agent and each Purchaser Agent, subcontract with an Affiliate of the Collection
Agent for the servicing, administration or collection of the Pool Receivables.
Any such subcontract shall not affect the Collection Agent’s liability for
performance of its duties and obligations pursuant to the terms hereof. Any
termination of the Collection Agent shall also terminate such subcontract.


                    SECTION 4.02.    Duties of Collection Agent.


                    (a)
The Collection Agent shall take or cause to be taken all such actions as may be
necessary or advisable to collect each Pool Receivable from time to time, all
in accordance with applicable laws, rules and regulations, with reasonable care
and diligence, and in accordance with the Credit and Collection Policy. The
Seller, the Administrative Agent and the Purchaser Agents hereby appoint the
Collection Agent, from time to time designated pursuant to Section 4.01, as
agent for themselves and for the Investors and the Banks to enforce their
respective rights and interests in the Pool Receivables and the Related
Security. In performing its duties as Collection Agent, the Collection Agent
shall exercise the same care and apply the same policies as it would exercise
and apply if it owned such Receivables and shall act in the best interests of
the Seller, the Administrative Agent, each Purchaser Agent, the Investors and
the Banks.


                    (b)
The Collection Agent shall administer the Collections in accordance with the
procedures described in Section 1.04 and shall perform the other
obligations of the “Collection Agent” set forth in this Agreement.


                    (c)
If no Event of Termination or Incipient Event of Termination shall have
occurred and be continuing, United Rentals, while it is the Collection Agent,
may, in accordance with the Credit and Collection Policy, extend the maturity
or adjust the Outstanding Balance or otherwise modify the payment terms of any
Receivable as it deems appropriate to maximize Collections thereof; provided,
that such modification shall not (i) alter the status of the Pool Receivable as
a Delinquent Receivable or Defaulted Receivable, or (ii) limit the rights of
the Administrative Agent, Purchaser Agents, Banks or Investors.


17






                    (d)
The Collection Agent shall hold in trust for the Seller and each Investor and
Bank, in accordance with their respective interests, all documents, instruments
and records (including, without limitation, computer tapes or disks) which
evidence or relate to Pool Receivables.


                    (e)
The Collection Agent shall, as soon as practicable following receipt, turn over
to the Seller to whom any cash collections or other cash proceeds is received
with respect to Receivables not constituting Pool Receivables.


                    (f)
The Collection Agent shall, from time to time at the request of the
Administrative Agent or any Purchaser Agent, furnish to the Administrative
Agent or such Purchaser Agent (promptly after any such request) a calculation
of the amounts set aside for the Investors and the Banks pursuant to
Section 1.04(b).


                    (g)
On or before the twelfth Business Day of each month, the Collection Agent shall
prepare and forward to the Administrative Agent and each Purchaser Agent a
Monthly Report relating to the Receivable Interests outstanding on the last day
of the immediately preceding month. On or before the first Business Day of each
week, the Collection Agent shall prepare and forward to the Administrative
Agent and each Purchaser Agent a Weekly Report as of the last Business Day of
the previous week; provided that no Weekly Report is due if Capital is
equal to zero; provided, further, that a Weekly Report shall be
provided to the Administrative Agent before Capital can be increased from zero.
On any Business Day during the continuation of any Daily Report Trigger Event,
the Collection Agent shall prepare and forward to the Administrative Agent and
each Purchaser Agent a Daily Report as of the previous Business Day; provided
that no Daily Report is due if Capital is equal to zero; provided, further,
that a Daily Report shall be provided to the Administrative Agent and each
Purchaser Agent before Capital can be increased from zero during the
continuation of a Daily Report Trigger Event.


                    SECTION 4.03.    Certain Rights of the Administrative Agent.


                    (a)
The Administrative Agent is authorized at any time after the occurrence of an
Event of Termination to deliver to the Controlled Account Bank the Notice of Effectiveness
provided for in the Controlled Account Agreement. The Seller hereby transfers
to the Administrative Agent the exclusive control of the Controlled Account to
which the Obligors of Pool Receivables shall make payments, subject only to the
Administrative Agent’s delivery of such Notice of Effectiveness. The Seller
shall take any actions reasonably requested by the Administrative Agent to
effect such transfer of control of the Controlled Account to the Administrative
Agent. All amounts in the Controlled Account that represent Collections of
Receivables may, in accordance with this Agreement, be deposited into the
respective Purchaser Agent’s Account, pro rata in accordance with outstanding
Capital.


                    (b)
At any time following an Event of Termination or an Incipient Event of
Termination:


18






	
 

	
 


	
 

	
                    (i)
  The Administrative Agent may direct the Obligors of Pool Receivables that all
  payments thereunder be made directly to the Administrative Agent or its
  designee.


	
 

	
 


	
 

	
                    (ii)
  At the Seller’s expense the Administrative Agent may, and at the request of
  the Administrative Agent the Seller shall, notify each Obligor of Pool
  Receivables of the ownership of Receivable Interests under this Agreement and
  the other Transaction Documents and direct that payments be made directly to
  the Administrative Agent or its designee.


	
 

	
 


	
 

	
                    (iii)
  At the Administrative Agent’s request and at the Seller’s expense, the Seller
  and the Collection Agent shall (x) assemble all of the documents,
  instruments and other records (including, without limitation, computer tapes
  and disks) that evidence or relate to the Pool Receivables and the related
  Contracts and Related Security, or that are otherwise necessary or desirable
  to collect the Pool Receivables, and shall make the same available to the
  Administrative Agent and each Purchaser Agent at a place selected by the
  Administrative Agent or its designee, (y) segregate all cash, checks and
  other instruments received by it from time to time constituting Collections
  of Pool Receivables in a manner acceptable to the Administrative Agent and
  each Purchaser Agent, and (z) promptly upon receipt, remit all such cash,
  checks and instruments, duly endorsed or with duly executed instruments of
  transfer, to the Administrative Agent or its designee.





                    (c)
The Seller and the Collection Agent each irrevocably authorizes the
Administrative Agent at any time and from time to time in the sole discretion
of the Administrative Agent, and appoints the Administrative Agent as its
attorney-in-fact, to act on behalf of the Seller and the Collection Agent (i)
to execute on behalf of the Seller as debtor (if required) and to file
financing statements necessary or desirable in the Administrative Agent’s sole
discretion to perfect and to maintain the perfection and priority of the
interest of the Administrative Agent, on behalf of the Purchaser Agents and the
Banks, in the Receivables and (ii) to file a carbon, photographic or other reproduction
of this Agreement or any financing statement with respect to the Receivables as
a financing statement in such offices as the Administrative Agent in its sole
discretion deems necessary or desirable to perfect and to maintain the
perfection and priority of the interests of the Purchasers in the Receivables;
provided that nothing in this Section 4.03(c) shall authorize the
Administrative Agent to take any action to effect any release of the security
interests of third parties in the Identifiable Combined Assets or the Equipment
Sale Receivables without the prior written consent of the Seller and the
Collection Agent. This appointment is coupled with an interest and is
irrevocable.


                    SECTION 4.04.    Rights and Remedies.


                    (a)
If the Collection Agent fails to perform any of its obligations under this
Agreement, the Administrative Agent may (but shall not be required to) itself
perform, or cause performance of, such obligation; and the Administrative
Agent’s costs and expenses incurred in connection therewith shall be payable by
the Seller (if the Collection Agent that fails to so perform is United Rentals
or any of its Affiliates).


19






                    (b)
The Seller and the Originators shall perform their respective obligations under
the Contracts related to the Pool Receivables to the same extent as if
Receivable Interests had not been sold and the exercise by the Administrative
Agent on behalf of the Purchaser Agents, the Investors and the Banks of their
rights under this Agreement shall not release the Collection Agent, any
Originator or the Seller from any of their duties or obligations with respect
to any Pool Receivables or related Contracts. Neither the Administrative Agent,
the Purchaser Agents, the Investors nor the Banks shall have any obligation or
liability with respect to any Pool Receivables or related Contracts, nor shall
any of them be obligated to perform the obligations of the Seller or the
Originators thereunder.


                    (c)
In the event of any conflict between the provisions of this Article and
Article VI of the Purchase Agreement, the provisions of this Agreement
shall control.


                    SECTION 4.05.    Further Actions Evidencing Purchases.


                    (a)
The Seller will, and will require that each of the Originators will, from time
to time, at its own expense, promptly execute and deliver all further
instruments and documents and take all further actions that may be reasonably
necessary or desirable, or that the Administrative Agent or any Purchaser Agent
may reasonably request, to perfect, protect or more fully evidence the
Receivable Interests in the Pool Receivables purchased hereunder, or to enable
the Investors, the Banks or the Administrative Agent to exercise and enforce
their respective rights and remedies hereunder. Without limiting the foregoing,
the Seller or the Originators will, upon the request of the Administrative
Agent or any Purchaser Agent


	
 

	
 


	
 

	
                    (i)
  execute and file such financing or continuation statements, or amendments
  thereto, and such other instruments and documents, that may be reasonably
  necessary or desirable, or that the Administrative Agent or any Purchaser
  Agent may reasonably request, to perfect, protect or evidence such Receivable
  Interests in the Pool Receivables; and


	
 

	
 


	
 

	
                    (ii)
  mark conspicuously (which marking may be done electronically) each invoice
  evidencing each Pool Receivable with a legend, acceptable to the
  Administrative Agent and the Purchaser Agents, evidencing that Receivable
  Interests therein have been sold;





          provided
that nothing in this Section 4.05(a) shall require the Seller to take any
action with respect to the Identifiable Combined Assets or the Equipment Sale
Receivables.


                    (b)
The Seller authorizes the Administrative Agent to file financing or
continuation statements, and amendments thereto and assignments thereof,
relating to the Pool Receivables, the Related Security and the Collections with
respect thereto. A photocopy or other reproduction of this Agreement shall be
sufficient as a financing statement where permitted by law.


                    (c)
The Seller authorizes the Administrative Agent to take any and all steps in the
Seller’s name and on behalf of the Seller that are necessary or desirable, in
the determination of the Administrative Agent, to collect amounts due under the
Pool Receivables, including, without limitation, endorsing the Seller’s name on
checks and other instruments representing Collections of Pool Receivables and
enforcing the Pool Receivables and the Related Security.


20






                    SECTION 4.06.    Covenants of the Collection Agent and the Seller.


                    (a)
Audits. The Collection Agent and the Seller will, and will require that
each of the Originators will, from time to time during regular business hours
as requested by the Administrative Agent, permit the Administrative Agent 


	
 

	
 


	
 

	
                    (i)
  to conduct periodic audits of the Receivables, the Related Security and the
  related books and records and collections systems of the Collection Agent,
  the Seller and the Originators,


	
 

	
 


	
 

	
                    (ii)
  to examine and make copies of and abstracts from all books, records and
  documents (including, without limitation, computer tapes and disks) in the
  possession or under the control of the Collection Agent, the Seller or the
  Originators relating to Pool Receivables and the Related Security, including,
  without limitation, the Contracts, and


	
 

	
 


	
 

	
                    (iii)
  upon reasonable prior notice, to visit the offices and properties of the
  Collection Agent, the Seller or the Originators for the purpose of examining
  such materials described in clause (ii) above, and to discuss matters
  relating to Pool Receivables and the Related Security or the Collection
  Agent’s performance hereunder with any of the officers or employees of the
  Collection Agent, the Seller or the Originators having knowledge of such
  matters; provided, that, unless an Event of Termination or Incipient
  Event of Termination have occurred and be continuing, neither the Seller nor
  the Collection Agent shall be required to permit the Administrative Agent to
  conduct any of the actions contained in this Section 4.06(a) more
  often than once every twelve months. 





Upon the
Administrative Agent’s or any Purchaser Agent’s request, (which, at any time
prior to the occurrence of an Event of Termination or any Incipient Event of
Termination shall be no more frequent than once every twelve months, excluding
the report to be initiated in July 2005), the Seller will, at its expense,
appoint independent public accountants (which may, with the consent of the
Administrative Agent and the Purchaser Agents, be United Rentals’ regular
independent public accountants), or utilize the Administrative Agent’s
representatives or auditors, to prepare and deliver to the Administrative Agent
a written report with respect to the Receivables and the Credit and Collection
Policy (including, in each case, the systems, procedures and records relating
thereto) on a scope and in a form reasonably requested by the Administrative
Agent.


                    (b)
Change in Credit and Collection Policy. The Collection Agent will not
make any change in the character of its business or Credit and Collection
Policy or any Contract that would impair the collectibility of any Pool
Receivable or the enforceability of any related Contract or the ability of
United Rentals (if it is acting as Collection Agent) to perform its obligations
under this Agreement.


21






                    (c)
Payment of Sales Taxes. The Collection Agent will, and will require in
its agreement with the Originators that each Originator will, pay all sales,
excise or other taxes with respect to the Receivables to the applicable taxing
authority when due, and will, upon the request of the Administrative Agent or
any Purchaser Agent, provide the Administrative Agent or such Purchaser Agent
with evidence of such payment.


                    (d)
Termination of Credit Agreement. The Collection Agent shall notify the
Administrative Agent and each Purchaser Agent of the termination of the Credit
Agreement by the lenders thereunder as soon as reasonably practicable, but in
any event within one (1) Business Day of the earlier of receipt by the
Collection Agent or any Originator of notice of such termination and the
effectiveness of such termination.


                    SECTION 4.07.    Indemnities by the Collection Agent.


                    Without
limiting any other rights that the Administrative Agent, each Purchaser Agent,
any Investor, any Bank or any of their respective Affiliates or agents (each, a
“Special Indemnified Party”) may have hereunder or under applicable law,
and in consideration of its appointment as Collection Agent, the Collection
Agent hereby agrees to indemnify each Special Indemnified Party from and
against any and all claims, damages, costs, expenses, losses and liabilities
(including reasonable attorneys’ fees) (all of the foregoing being collectively
referred to as “Special Indemnified Amounts”) arising out of or
resulting from any of the following (excluding, however, (a) Special
Indemnified Amounts to the extent resulting from gross negligence or willful
misconduct on the part of a Special Indemnified Party, (b) recourse for
uncollectible Receivables or (c) any income taxes or any other tax or fee
measured by income incurred by such Special Indemnified Party arising out of or
as a result of this Agreement or the ownership of Receivable Interests or in
respect of any Receivable or any Contract):


	
 

	
 


	
 

	
                    (i)
  any representation or warranty or statement made by the Collection Agent
  under or in connection with this Agreement or the Transaction Documents that
  shall have been incorrect in any material respect when made or deemed made;


	
 

	
 


	
 

	
                    (ii)
  the failure by the Collection Agent or the Originators to comply with any
  applicable law, rule or regulation with respect to any Pool Receivable or
  Contract, including payment of all unpaid sales, excise or other taxes when
  due;


	
 

	
 


	
 

	
                    (iii)
  any failure of the Collection Agent to perform its duties or obligations in
  accordance with the provisions of this Agreement;


	
 

	
 


	
 

	
                    (iv)
  the commingling of Collections of Pool Receivables at any time by the
  Collection Agent with other funds;


	
 

	
 


	
 

	
                    (v)
  any action or omission by the Collection Agent not in compliance with its
  Credit and Collection Policy that has the effect of reducing or impairing the
  rights of the Investors or the Banks with respect to any Pool Receivable or
  the value of any Pool Receivable;





22






	
 

	
 


	
 

	
                    (vi)
  any claim brought by any Person other than a Special Indemnified Party
  arising from any activity by the Collection Agent or its Affiliates in
  servicing, administering or collecting any Pool Receivable; or


	
 

	
 


	
 

	
                    (vii)
  any dispute, claim, offset or defense of the Obligor to the payment of any
  Receivable in, or purporting to be in, the Receivables Pool as a result of
  the collection activities with respect to such Receivable by the Collection
  Agent.





                    SECTION 4.08.    Representations and Warranties of the Collection
Agent.


                    The
Collection Agent represents and warrants as follows:


                    (a)
The Collection Agent is a corporation duly incorporated, validly existing and
in good standing under the laws of its jurisdiction of incorporation, and is
duly qualified to do business, and is in good standing, in every jurisdiction
where the nature of its business requires it to be so qualified, except where
the failure to so qualify would not be expected to have a material adverse
effect on the Collection Agent’s ability to perform its duties or obligations
with respect to the Receivables Pool or on the Receivables Pool.


                    (b)
The execution, delivery and performance by the Collection Agent of this
Agreement and any other Transaction Document to be delivered by it (i) are
within the Collection Agent’s corporate powers, (ii) have been duly authorized
by all necessary corporate action and (iii) do not contravene (1) the
Collection Agent’s charter or by-laws, (2) any law, rule or regulation
applicable to the Collection Agent or (3) any contractual restriction binding
on or affecting the Collection Agent or its property, the violation of which
could reasonably be expected to have Material Adverse Effect on the
collectibility of any Pool Receivable or on the performance of the Collection
Agent hereunder. This agreement has been duly executed and delivered by the
Collection Agent. 


                    (c)
No authorization or approval or other action by, and no notice to or filing
with, any governmental authority or regulatory body is required for the due
execution, delivery and performance by the Collection Agent of this Agreement
or any other document to be delivered by it hereunder other than those obtained
by the Collection Agent.


                    (d)
This Agreement constitutes the legal, valid and binding obligation of the
Collection Agent enforceable against the Collection Agent in accordance with
its terms subject to bankruptcy, insolvency, reorganization, moratorium and
other similar laws affecting creditors’ rights generally and general principles
of equity (regardless of whether such enforceability is considered in a
proceeding in equity or at law).


                    (e)
If the Collection Agent is United Rentals or one of its Affiliates, each
Monthly Report, Weekly Report, Daily Report, information, exhibit, financial
statement, document, book, record or report furnished or to be furnished at any
time by or on behalf of United Rentals to the Administrative Agent, the
Purchaser Agents, the Investors or the Banks in connection with this Agreement
is correct in all material respects as of its date or (except as otherwise
disclosed to the Administrative Agent, the Purchaser Agents, the Investors or
the Banks, as the case may be, at such time) as of the date so furnished, and,
as of such date, no such document contains any untrue statement of a material
fact or omits to state a material fact necessary in order to make the
statements contained therein, in the light of the circumstances under which
they were made, not misleading.


23






                    (f)
All sales, excise or other taxes with respect to the goods, insurance or
services that are the subject of any Contract for a Receivable have been paid
when due.


                    SECTION 4.09.    Payments during the Term-out Period. 


                    Notwithstanding
anything herein to the contrary, all payments in respect of Capital hereunder
during the Term-out Period to any Nonrenewing Purchaser (or to the related
Purchaser Agent) shall be made to such Purchaser’s Term-out Period Account.


ARTICLE V



THE ADMINISTRATIVE AGENT


                    SECTION 5.01.    Authorization and Action.


                    Each
Investor and each Bank hereby appoints and authorizes the Administrative Agent
to take such action as agent on its behalf and to exercise such powers under this
Agreement as are delegated to the Purchaser Agent by the terms hereof, together
with such powers as are reasonably incidental thereto. Upon receipt of any
report, notice, information or other document, certificate or instrument
delivered by the Collection Agent or any Affiliate pursuant to the terms of the
Transaction Documents, the Administrative Agent shall promptly forward a copy
to each Purchaser Agent.


                    SECTION 5.02.    Administrative
Agent’s Reliance, Etc.


                    Neither
the Administrative Agent nor any of its directors, officers, agents or
employees shall be liable for any action taken or omitted to be taken by them
as Administrative Agent under or in connection with this Agreement (including,
without limitation, the Administrative Agent’s servicing, administering or
collecting Pool Receivables as Collection Agent), except for its or their own
gross negligence or willful misconduct. Without limiting the generality of the
foregoing, the Administrative Agent:


                    (a)
may consult with legal counsel (including counsel for the Seller, the
Originators or the Collection Agent), independent certified public accountants
and other experts selected by it and shall not be liable for any action taken
or omitted to be taken in good faith by it in accordance with the advice of
such counsel, accountants or experts;


                    (b)
makes no warranty or representation to any Investor or Bank (whether written or
oral) and shall not be responsible to any Investor or Bank for any statements,
warranties or representations (whether written or oral) made in or in
connection with this Agreement;


24






                    (c)
shall not have any duty to ascertain or to inquire as to the performance or
observance of any of the terms, covenants or conditions of this Agreement on
the part of the Seller, the Originators or the Collection Agent or to inspect
the property (including the books and records) of the Seller or the Collection
Agent;


                    (d)
shall not be responsible to any Investor or Bank for the due execution,
legality, validity, enforceability, genuineness, sufficiency or value of this
Agreement or any other instrument or document furnished pursuant hereto; and


                    (e)
shall incur no liability under or in respect of this Agreement by acting upon
any notice (including notice by telephone), consent, certificate or other
instrument or writing (which may be by telecopier or telex) believed by it to
be genuine and signed or sent by the proper party or parties.


                    SECTION 5.03.    Indemnification of Administrative Agent.


                    Each
Bank agrees to indemnify the Administrative Agent, solely in its capacity as
Administrative Agent (to the extent not reimbursed by or on behalf of the
Seller), ratably according to its respective Bank Commitment, from and against
any and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind or nature
whatsoever that may be imposed on, incurred by, or asserted against the
Administrative Agent in any way relating to or arising out of this Agreement or
the other transactions related hereto or any action taken or omitted by the
Administrative Agent under this Agreement or the other transaction related
hereto, provided that no Bank shall be liable for any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements resulting from the Administrative
Agent’s gross negligence or willful misconduct.


                    SECTION 5.04.    Calyon and Affiliates.


                    With
respect to any Receivable Interest or interest therein owned by it, Calyon
shall have the same rights and powers under this Agreement as any Bank and may
exercise the same as though it were not Administrative Agent. Calyon and any of
its Affiliates may generally engage in any kind of business with the Seller,
the Collection Agent, the Originators or any Obligor, any of their respective Affiliates
and any Person who may do business with or own securities of the Seller, the
Collection Agent, the Originators or any Obligor or any of their respective
Affiliates, all as if Calyon were not the Administrative Agent and without any
duty to account therefor to the Investors or the Banks.


                    SECTION 5.05.    Bank’s Purchase Decision.


                    Each
Bank acknowledges that it has, independently and without reliance upon the
Administrative Agent, any of its Affiliates or any other Bank and based on such
documents and information as they have deemed appropriate, made their own
evaluation and decision to enter into this Agreement. Each Bank also
acknowledges that it will, independently and without reliance upon the
Administrative Agent, any of their Affiliates or any other Bank and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own decisions in taking or not taking action under this
Agreement.


25






                    SECTION 5.06.     [Reserved]


                    SECTION 5.07.    Notice of Event of Termination. 


                    Neither
any Purchaser Agent nor the Administrative Agent shall be deemed to have
knowledge or notice of the occurrence of an Event of Termination unless such
Person has received notice from another Purchaser Agent, a Purchaser, the
Seller or the Collection Agent referring to this Agreement, stating that an
Event of Termination has occurred hereunder and describing such Event of
Termination. If the Administrative Agent receives such a notice, it shall
promptly give notice thereof to each Purchaser Agent whereupon each such
Purchaser Agent shall promptly give notice thereof to its Purchasers. In the
event that either Purchaser Agent receives such a notice, it shall promptly
give notice thereof to the Purchasers and the other Purchaser Agent. The
Purchaser Agent shall take such action concerning an Event of Termination as
may be directed by the Purchaser Agents unless such action otherwise requires
the consent of all Purchasers), but until the Administrative Agent receives
such directions, the Administrative Agent may (but shall not be obligated to)
take such action, or refrain from taking such action, as the Administrative
Agent deems advisable and in the best interests of the Purchasers and Purchaser
Agents.


ARTICLE VI



THE PURCHASER AGENTS


                    SECTION 6.01.    Authorization.


                    Atlantic,
Calyon, and each Bank or other Person that has entered into an Assignment and
Acceptance with Atlantic or Calyon and each assignee (directly or indirectly)
of any such Purchaser, Bank or other Person, which assignee has entered into an
Assignment and Acceptance has appointed Calyon as its Purchaser Agent to take
such action as agent on its behalf and to exercise such powers under this
Agreement as are delegated to such Purchaser Agent by the terms hereof,
together with such powers as are reasonably incidental thereto. Liberty, Scotia
Capital, and each Bank or other Person that has entered into an Assignment and
Acceptance with Liberty or Scotia Capital and each assignee (directly or
indirectly) of any such Purchaser, Bank or other Person, which assignee has
entered into an Assignment and Acceptance has appointed Scotia Capital as its
Purchaser Agent to take such action as agent on its behalf and to exercise such
powers under this Agreement as are delegated to such Purchaser Agent by the
terms hereof, together with such powers as are reasonably incidental thereto. 


                    As
to any matters not expressly provided for by this Agreement (including, without
limitation, enforcement of this Agreement), a Purchaser Agent shall not be
required to exercise any discretion or take any action, but shall be required
to act or to refrain from acting (and shall be fully protected in so acting or
refraining from acting) upon the instructions of the majority of its related
Banks, and such instructions shall be binding upon all of its related Investors
and Banks; provided, however, that such Purchaser Agent shall not
be required to take any action which exposes such Purchaser Agent to personal
liability or which is contrary to this Agreement or applicable law.


26






                    SECTION 6.02.   Reliance by Purchaser Agent.


                    No
Purchaser Agent or any of its respective directors, officers, agents,
representatives, employees, attorneys-in-fact or Affiliates shall be liable for
any action taken or omitted to be taken by it or them (in their capacity as or
on behalf of such Purchaser Agent) under or in connection with this Agreement,
except for its or their own gross negligence or willful misconduct. Without
limitation of the generality of the foregoing, a Purchaser Agent:


                    (a)
may consult with legal counsel, independent certified public accountants and
other experts selected by it and shall not be liable for any action taken or
omitted to be taken in good faith by it in accordance with the advice of such
counsel, accountants or experts; 


                    (b)
makes no warranty or representation to the Administrative Agent, any other
Purchaser Agent, any Investor or Bank (whether written or oral) and shall not
be responsible to the Administrative Agent, any other Purchaser Agent, any
Investor or Bank for any statements, warranties or representations (whether
written or oral) made in or in connection with this Agreement; 


                    (c)
shall not have any duty to ascertain or to inquire as to the performance or
observance of any of the terms, covenants or conditions of this Agreement or
any other Transaction Document on the part of the Seller, any Originator, the
Banks or the Collection Agent or to inspect the property (including the books
and records) of the Seller, any Originator, the Banks or the Collection Agent;


                    (d)
shall not be responsible to the Administrative Agent, any other Purchaser
Agent, any Investor or Bank for the due execution, legality, validity,
enforceability, genuineness, sufficiency or value of this Agreement or any
other instrument or document furnished pursuant hereto; and


                    (e)
shall incur no liability under or in respect of this Agreement by acting upon
any notice (including notice by telephone), consent, certificate or other
instrument or writing (which may be by telecopier or telex) believed by it to
be genuine and signed or sent by the proper party or parties.


                    SECTION 6.03.    Agent and Affiliates.


                    With
respect to any Receivables Interest or interest therein owned by a Purchaser
Agent, such Purchaser Agent shall have the same rights and powers under this
Agreement as would any Bank and may exercise the same as though it were not a
Purchaser Agent. A Purchaser Agent and its respective Affiliates may generally
engage in any kind of business with the Seller, the Collection Agent, the
Banks, any Originator or any Obligor, any of their respective Affiliates and
any Person who may do business with or own securities of the Seller, the
Collection Agent, the Banks, any Originator or any Obligor or any of their
respective Affiliates, all as if no such Purchaser Agent were a Purchaser Agent
and without any duty to account therefor to the Investors or the Banks. If any
Purchaser Agent is removed as a Purchaser Agent, such removal will not affect
the rights and interests of such Purchaser Agent as a Bank.


27






                    SECTION 6.04.    Notices.


                    A
Purchaser Agent shall give each of its related Investors and Banks prompt
notice of each written notice received by it from the Seller or the
Administrative Agent pursuant to the terms of this Agreement.


                    SECTION 6.05.    Bank’s Purchase Decision.


                    Each
Bank acknowledges that it has, independently and without reliance upon any
Purchaser Agent, any of its Affiliates or any other Bank and based on such
documents and information as it has deemed appropriate, made its own evaluation
and decision to enter into this Agreement. Each Bank also acknowledges that it
will, independently and without reliance upon any Purchaser Agent, any of its
Affiliates or any other Bank and based on such documents and information as it
shall deem appropriate at the time, continue to make its own decisions in
taking or not taking action under this Agreement.


ARTICLE VII



MISCELLANEOUS


                    SECTION 7.01.    Amendments, Etc.


                    No
amendment or waiver of any provision of this Agreement and no consent to any
departure by the Seller or the Collection Agent therefrom shall be effective
unless in a writing signed by the Administrative Agent, the Banks, and each of
the Purchaser Agents, as agent for the related purchaser, and, in the case of
any amendment, also signed by the Seller; provided, however, that
no amendment shall, unless signed by the Collection Agent in addition to the
Administrative Agent and the Purchaser Agents, affect the rights or duties of
the Collection Agent under this Agreement and provided further that any such
amendment, waiver or consent shall be effective only in the specific instance
and for the specific purpose for which given; provided, however,
that, if required by the securitization program documents governing any
Purchaser’s commercial paper program, no such amendment shall be effective
until each rating agency rating the Commercial Paper has received written
notice of such amendment and, in the case of material amendments, notified the
related Purchaser Agent in writing that such action will not result in a
reduction or withdrawal of the rating of any Commercial Paper. No failure on
the part of the Investors, the Banks, the Administrative Agent or the Purchaser
Agents to exercise, and no delay in exercising, any right hereunder shall
operate as a waiver thereof; nor shall any single or partial exercise of any
right hereunder preclude any other or further exercise thereof or the exercise
of any other right.


                    SECTION 7.02.    Notices, Etc.


                    All
notices, demands, consents, requests and other communications provided for
hereunder shall, unless otherwise stated herein, be in writing (which shall
include electronic transmission), shall be personally delivered, express
couriered, electronically transmitted (in which case receipt shall be confirmed
by telephone and a hard copy shall also be sent by regular mail) or mailed by
registered or certified mail and shall, unless otherwise expressly provided
herein, be effective when received at the address specified below for the
listed parties or at such other address as shall be specified in a written
notice furnished to the other parties hereunder.


28






	
 

	
 


	
 

	
If to the
  Seller:


	
 

	
 


	
 

	
UNITED RENTALS RECEIVABLES LLC II


	
 

	
Five Greenwich Office Park


	
 

	
Greenwich, CT 06830


	
 

	
Attention: Treasurer or Assistant
Treasurer


	
 

	
Tel. No.: (203) 618-7202


	
 

	
Facsimile No.: (203) 622-4325


	
 

	
 


	
 

	
If to the
  Collection Agent:


	
 

	
 


	
 

	
UNITED RENTALS, INC.


	
 

	
5 Greenwich Office Park


	
 

	
Greenwich, CT 06830


	
 

	
Attention: Treasurer or Assistant
Treasurer


	
 

	
Tel. No.: (203) 618-7202


	
 

	
Facsimile No.: (203) 622-4325


	
 

	
 


	
 

	
If to the
  Atlantic Purchaser Agent or the Administrative Agent:


	
 

	
 


	
 

	
CALYON NEW YORK BRANCH


	
 

	
1301 Avenue of the Americas


	
 

	
New York, NY 10019


	
 

	
Attention: Linda Yeung, Bill Wood and Tina
  Kourmpetis


	
 

	
Tel. No.: (212)
  261-7250, (212) 261-7808, (212) 261-7814


	
 

	
Facsimile No.:
  (212) 459-3258 


	
 

	
linda.yeung@us.calyon.com
  


	
 

	
bill.wood@us.calyon.com


	
 

	
tina.kourmpetis@us.calyon.com


	
 

	
 


	
 

	
If to the
  Liberty Purchaser Agent:


	
 

	
 


	
 

	
THE BANK OF NOVA SCOTIA


	
 

	
1 Liberty Plaza, 26th Floor


	
 

	
New York, NY 10006


	
 

	
Attention: Michael Eden / Alexander Jurecky
  


	
 

	
Tel. No.: (212) 225-5007 / (212) 225-5087



	
 

	
Facsimile No.: (212) 225-5290





29






	
 

	
 


	
 

	
If to a
  Purchaser:


	
 

	
 


	
 

	
ATLANTIC ASSET SECURITIZATION LLC


	
 

	
c/o Lord Securities Corporation


	
 

	
Two Wall Street, 19th Floor


	
 

	
New York, NY 10005


	
 

	
Tel. No.: (212) 346-9000


	
 

	
Facsimile No.: (212) 346-9012


	
 

	
 


	
 

	
LIBERTY STREET FUNDING LLC


	
 

	
Global Securitization


	
 

	
445 Broad Hollow Rd.


	
 

	
Melville, NY 11747


	
 

	
Tel.No.: (631) 587-4700


	
 

	
Facsimile No.: (212) 302-8767


	
 

	
 


	
 

	
If to the
  Banks:


	
 

	
 


	
 

	
CALYON NEW YORK BRANCH


	
 

	
1301 Avenue of the Americas


	
 

	
New York, NY 10019


	
 

	
Attention: Linda Yeung, Bill Wood and Tina
  Kourmpetis


	
 

	
Tel. No.: (212)
  261-7250, (212) 261-7808, (212) 261-7814


	
 

	
Facsimile No.:
  (212) 459-3258 


	
 

	
linda.yeung@us.calyon.com
  


	
 

	
bill.wood@us.calyon.com


	
 

	
tina.kourmpetis@us.calyon.com


	
 

	
 


	
 

	
THE BANK OF NOVA SCOTIA


	
 

	
1 Liberty Plaza, 26th Floor


	
 

	
New York, NY 10006


	
 

	
Attention: Michael Eden / Alexander Jurecky
  


	
 

	
Tel. No.: (212) 225-5007 / (212) 225-5087



	
 

	
Facsimile No.: (212) 225-5290





                    SECTION 7.03.    Assignability.


                    (a)
This Agreement and the Investors’ rights and obligations herein (including
ownership of each Receivable Interest in the Pool Receivables) shall be
assignable by participation or otherwise in whole or in part by the Investors
and their successors and assigns with the prior written consent of the Seller,
which consent shall not be unreasonably withheld or delayed; provided, however,
that the Seller’s consent shall not be required for any assignment or participation
from an Investor pursuant to the terms of its applicable liquidity agreement.
Each assignor of a Receivable Interest in the Pool Receivables or any interest
therein shall notify the applicable Purchaser Agent, the Administrative Agent
and the Seller of any such assignment. Each assignor of a Receivable Interest
in the Pool Receivables may, in connection with the assignment or
participation, disclose to the assignee or participant any information,
relating to the Seller or the Receivables, that was furnished to such assignor
by or on behalf of the Seller or by the Administrative Agent and the related
Purchaser Agent; provided that, prior to any such disclosure, the assignee or
participant agrees to preserve the confidentiality of any confidential information
relating to the Seller received by it from any of the foregoing entities.


30






                    (b)
Each Bank may assign, with the prior written consent of the Seller, which
consent shall not be unreasonably withheld or delayed, to any Eligible Assignee
or to any other Bank all or a portion of its rights and obligations under this
Agreement (including, without limitation, all or a portion of its Bank
Commitment and any Receivable Interests in the Pool Receivables or interests
therein owned by it). The parties to each such assignment shall execute and
deliver to the Administrative Agent and the related Purchaser Agent an
Assignment and Acceptance. In addition, Calyon, Scotia Capital or any of their
respective Affiliates may assign any of its rights (including, without
limitation, rights to payment of Capital and Yield) under this Agreement to any
Federal Reserve Bank without notice to or consent of the Seller, the
Administrative Agent or the Purchaser Agent.


                    (c)
Subject to the prior written consent of the Seller, which consent shall not be
unreasonably withheld or delayed, this Agreement and the rights and obligations
of each Purchaser Agent and the Administrative Agent herein shall be assignable
by each Purchaser Agent and the Administrative Agent and its successors and
assigns.


                    (d)
Neither the Seller nor the Collection Agent may assign its rights or
obligations hereunder or any interest herein without the prior written consent
of the Administrative Agent and each Purchaser Agent, which consent shall not
be unreasonably withheld or delayed.


                    (e)
Without limiting any other rights that may be available under applicable law,
the rights of the Investors may be enforced through them or by their agents.


                    SECTION 7.04.    Costs, Expenses and Taxes.


                    (a)
In addition to the rights of indemnification granted under Section 3.01
hereof, the Seller agrees to pay on demand all costs and expenses in connection
with the preparation, execution, delivery and administration (including
periodic auditing of Pool Receivables) of this Agreement, any asset purchase
agreement or similar agreement relating to the sale or transfer of interests in
Receivable Interests in the Pool Receivables and the other documents and
agreements to be delivered hereunder and thereunder, including, without
limitation, the reasonable fees and out-of-pocket expenses of counsel for the
Administrative Agent and the Purchaser Agents, the Purchasers, Calyon and
Scotia Capital and their respective Affiliates and agents with respect thereto
and with respect to advising the Administrative Agent and the Purchaser Agents,
the Purchasers, Calyon and Scotia Capital and their respective Affiliates and
agents as to their rights and remedies under this Agreement, the fees of the
Rating Agencies associated with reviewing the Transaction Documents and
providing the rating confirmations of each Purchaser’s Commercial Paper
required in connection with the execution of this Agreement, and all costs and
expenses, if any (including reasonable counsel fees and expenses), of the
Administrative Agent and the Purchaser Agents, the Investors, the Banks and
their respective Affiliates and agents, in connection with the enforcement of this
Agreement and the other documents and agreements to be delivered hereunder.


31






                    (b)
To the extent not otherwise included in the Investor Rate, the Seller shall
pay, upon the receipt of an invoice, (i) any and all commissions of placement
agents and commercial paper dealers in respect of commercial paper notes issued
to fund the purchase or maintenance of any Receivable Interest in the Pool
Receivables, (ii) any and all costs and expenses of any issuing and paying
agent or other Person responsible for the administration of the Purchasers’
commercial paper program in connection with the preparation, completion,
issuance, delivery or payment of commercial paper notes issued to fund the
purchase or maintenance of any Receivable Interest in the Pool Receivables and
(iii) any and all stamp and other taxes and fees payable in connection with the
execution, delivery, filing and recording of this Agreement or the other
documents or agreements to be delivered hereunder. The Seller agrees to save
each Indemnified Party harmless from and against any liabilities with respect
to or resulting from any delay by the Seller in paying or omission to pay such
taxes and fees.


                    (c)
The Seller also shall pay on demand all other reasonable costs, expenses and
taxes (excluding income taxes) incurred by a Purchaser or any stockholder or
agent of a Purchaser (“Other Costs”), including the reasonable cost of
administering the operations of such Purchaser, the reasonable cost of auditing
such Purchaser’s books by certified public accountants, the cost of rating such
Purchaser’s commercial paper by independent financial Rating Agencies, the
taxes (excluding income taxes) resulting from such Purchaser’s operations, and
the reasonable fees and out-of-pocket expenses of counsel for any stockholder
or agent of such Purchaser with respect to advising as to rights and remedies
under this Agreement, the enforcement of this Agreement or advising as to
matters relating to such Purchaser’s operations; provided that the Seller and
any other Persons who from time to time sell receivables or interests therein
to a Purchaser (“Other Sellers”) each shall be liable for such Other
Costs ratably in accordance with such Person’s usage under its respective
facility; and provided further that if such Other Costs are attributable to the
Seller and not attributable to any Other Seller, the Seller shall be solely
liable for such Other Costs.


                    SECTION 7.05.    No Proceedings.


                    Each
of the Seller, the Administrative Agent, the Purchaser Agents, the Collection
Agent, each Investor, each Bank, each assignee of a Receivable Interest or any
interest therein and each entity that enters into a commitment to purchase
Receivable Interests or interests therein hereby agrees that it will not
institute against, or join any other Person in instituting against, a Purchaser
any proceeding of the type referred to in paragraph (g) of Exhibit V
for one year and one day after the latest maturing commercial paper note issued
by such Purchaser is paid in full.


                    SECTION 7.06.    Confidentiality.


                    Each
of the parties agrees to maintain the confidentiality of this Agreement and
other Transaction Documents (and all drafts thereof); provided that this
Agreement may be disclosed to (a) each of the party’s officers, directors,
employees, outside auditors, legal counsel and Affiliates who agree to hold
such information confidential and then only in connection with the proposed
transaction, (b) third parties who agree in writing to hold such information
confidential, (c) any other commercial paper conduit administered by Calyon or
Scotia Capital, (d) any current or prospective participant in the commercial
paper issuance program of the Purchasers or any other commercial paper conduit
administered by Calyon or Scotia Capital including but not limited to
representatives of Rating Agencies, liquidity providers, commercial paper
placement agents and commercial paper dealers and provided further that this
Agreement may be disclosed if required by applicable law, regulations or legal
process, including a filing with the Securities and Exchange Commission through
the EDGAR electronic filing system, or the listing or quotation requirements of
any exchange or quotation system on which securities of it or its parent or
other Affiliates may be listed or quoted. Officers, directors, employees and
agents of Calyon and Scotia Capital shall at all times have the right to share
information received from United Rentals and its affiliates to appropriate
parties in connection with the proposed transaction on a confidential basis. 


32






                    SECTION 7.07.    Governing
Law.


                    THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF
THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES
THEREOF, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL
OBLIGATIONS LAW WHICH SHALL APPLY HERETO), EXCEPT TO THE EXTENT THAT THE
PERFECTION OF THE INTERESTS OF THE INVESTORS AND THE BANKS IN THE RECEIVABLES
AND IN THE OTHER ITEMS DESCRIBED IN SECTION 1.09, OR REMEDIES HEREUNDER IN
RESPECT THEREOF, ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE
STATE OF NEW YORK.


                    SECTION 7.08.    SUBMISSION TO JURISDICTION.


                    ANY
LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER
TRANSACTION DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR
OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK AND BY EXECUTION AND
DELIVERY OF THIS AGREEMENT, EACH OF THE PARTIES HERETO CONSENTS, FOR ITSELF AND
IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS.
EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES, TO THE MAXIMUM EXTENT PERMITTED
BY LAW, ANY OBJECTION, INCLUDING, WITHOUT LIMITATION, 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 WITH RESPECT TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT.
EACH OF THE PARTIES HERETO WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR
OTHER PROCESS THAT MAY BE MADE BY ANY OTHER MEANS PERMITTED BY NEW YORK LAW.


                    SECTION 7.09.    WAIVER OF JURY TRIAL.


                    EACH
OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN
ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR
OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER
TRANSACTION DOCUMENT, THE PURCHASES OR THE ACTIONS OF ANY PARTY IN THE
NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF OR THEREOF.


33






                    SECTION 7.10.    Execution in Counterparts.


                    This
Agreement may be executed in any number of counterparts, each of which when so
executed shall be deemed to be an original and all of which when taken together
shall constitute one and the same agreement. Delivery of an executed
counterpart of a signature page to this Agreement by facsimile shall be
effective as delivery of a manually executed counterpart of this Agreement.


                    SECTION 7.11.    Survival of Termination.


                    The
provisions of Sections 1.08, 3.01, 4.07, 7.04, 7.05, 7.06, 7.13 and 7.14 shall
survive any termination of this Agreement.


                    SECTION 7.12.    Severability.


                    Any
provision of this Agreement that is prohibited or unenforceable in any
jurisdiction shall, as to such provision and such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions of this Agreement or affecting the validity or
enforceability of such provision in any other jurisdiction.


                    SECTION 7.13.    Excess Funds.


                    A
Purchaser shall not be obligated to pay any amount pursuant to this Agreement
unless such Purchaser has excess cash flow from operations or has received
funds with respect to such obligation that may be used to make such payment and
which funds or excess cash flow are not required to repay when due its
Commercial Paper or other short-term funding backing its Commercial Paper. Any
amount that such Purchaser does not pay pursuant to the operation of the preceding
sentence shall not constitute a claim, as defined in Section 101(5) of the
Federal Bankruptcy Code, against such Purchaser for any insufficiency unless
and until such Purchaser does have excess cash flow or excess funds.


                    SECTION 7.14.    No Recourse. 


                    (a)
The obligations of a Purchaser under this Agreement are solely the corporate
obligations of such Purchaser. 


                    (b)
No recourse shall be had for the payment of any amount owing by Atlantic under
this Agreement, or for the payment by Atlantic of any other obligation or claim
of or against Atlantic arising out of or based on this Agreement, against Lord
Securities Corporation, a Delaware corporation (“Lord”) or against any
stockholder, employee, officer, director or incorporator of Atlantic. For
purposes of this Section, the term “Lord” shall mean and include Lord
and all affiliates thereof and any employee, officer, director, incorporator,
stockholder or beneficial owner of any of them; provided, however,
that Atlantic shall not be considered to be an affiliate of Lord for purposes
of this Section.


34






                    (c)
No recourse shall be had for the payment of any amount owing by Liberty under
this Agreement, or for the payment by Liberty of any other obligation or claim
of or against Liberty arising out of or based on this Agreement, against Global
Securitization Services, a Delaware corporation (“Global”) or against
any stockholder, employee, officer, director or incorporator of Liberty. For
purposes of this Section, the term “Global” shall mean and include
Global and all affiliates thereof and any employee, officer, director,
incorporator, stockholder or beneficial owner of any of them; provided, however,
that Liberty shall not be considered to be an affiliate of Global for purposes
of this Section.


35






                    IN WITNESS
WHEREOF, the parties have caused this Agreement to be executed by their
respective officers thereunto duly authorized, as of the date first above
written.


	
 

	
 

	
 


	
SELLER:

	
UNITED RENTALS
  RECEIVABLES LLC II


	
 

	
 

	
 


	
 

	
By:

	
/s/ Irene Moshouris  


	
 

	
 

	



	
 

	
 

	
Name: Irene Moshouris 


	
 

	
 

	
Title: Vice
  President and Treasurer 


	
 

	
 

	
 


	
COLLECTION
  AGENT:

	
UNITED
  RENTALS, INC.


	
 

	
 

	
 


	
 

	
By:

	
/s/ Irene Moshouris  


	
 

	
 

	



	
 

	
 

	
Name: Irene  Moshouris 


	
 

	
 

	
Title: Vice
  President and Treasurer 


	
 

	
 

	
 


	
PURCHASERS:

	
ATLANTIC
  ASSET SECURITIZATION LLC


	
 

	
 

	
 


	
 

	
By:

	
CALYON NEW
  YORK BRANCH, as Attorney-in-Fact


	
 

	
 

	
 


	
 

	
By: 

	
/s/ Sam Pilcer


	
 

	
 

	



	
 

	
 

	
Name: Sam Pilcer 


	
 

	
 

	
Title: Managing Director 


	
 

	
 

	
 


	
 

	
By: 

	
/s/ Vincent Fleury


	
 

	
 

	



	
 

	
 

	
Name: Vincent Fleury 


	
 

	
 

	
Title: Managing Director & Global Head 


	
 

	
 

	
 


	
 

	
LIBERTY
  STREET FUNDING LLC


	
 

	
 

	
 


	
 

	
By:

	
/s/ Frank B. Bilotta


	
 

	
 

	



	
 

	
 

	
Name: Frank B. Bilotta 


	
 

	
 

	
Title: President 




Receivables Purchase Agreement





	
 

	
 

	
 


	
PURCHASER
  AGENTS:

	
CALYON NEW
  YORK BRANCH


	
 

	
 

	
 


	
 

	
By: 

	
/s/ Vincent Fleury


	
 

	
 

	



	
 

	
 

	
Name: Vincent Fleury 


	
 

	
 

	
Title: Managing Director & Global Head


	
 

	
 

	
 


	
 

	
By: 

	
/s/ Konstantina Kourmpetis 


	
 

	
 

	



	
 

	
 

	
Name: Konstantina Kourmpetis 


	
 

	
 

	
Title: Managing Director 


	
 

	
 

	
 


	
 

	
THE BANK OF
  NOVA SCOTIA


	
 

	
 

	
 


	
 

	
By: 

	
/s/ J. Alan Edwards 


	
 

	
 

	



	
 

	
 

	
Name: J. Alan Edwards


	
 

	
 

	
Title: Managing Director 


	
 

	
 

	
 


	
ADMINISTRATIVE
  AGENT:

	
CALYON NEW
  YORK BRANCH


	
 

	
 

	
 


	
 

	
By: 

	
/s/ Konstantina Kourmpetis 


	
 

	
 

	



	
 

	
 

	
Name: Konstantina Kourmpetis 


	
 

	
 

	
Title: Managing Director 


	
 

	
 

	
 


	
 

	
By: 

	
 /s/ Vincent Fleury 


	
 

	
 

	



	
 

	
 

	
Name: Vincent Fleury


	
 

	
 

	
Title: Managing Director & Global Head  




Receivables Purchase Agreement





	
 

	
 

	
 


	
BANKS:

	
CALYON NEW
  YORK BRANCH


	
 

	
 

	
 


	
 

	
By: 

	
/s/ Konstantina Kourmpetis


	
 

	
 

	



	
 

	
 

	
Name: Konstantina Kourmpetis 


	
 

	
 

	
Title: Managing Director 


	
 

	
 

	
 


	
 

	
By: 

	
/s/ Vincent Fleury 


	
 

	
 

	



	
 

	
 

	
Name: Vincent Fleury


	
 

	
 

	
Title: Managing Director & Global Head 


	
 

	
 


	
 

	
Percentage:
  53.85%


	
 

	
 


	
 

	
THE BANK OF
  NOVA SCOTIA


	
 

	
 

	
 


	
 

	
By:  

	
/s/ J. Alan Edwards 


	
 

	
 

	



	
 

	
 

	
Name: J. Alan Edwards


	
 

	
 

	
Title: Managing Director 


	
 

	
 


	
 

	
Percentage:
  46.15%




Receivables Purchase Agreement





EXHIBIT I


DEFINITIONS


                    As
used in the Agreement (including its Exhibits and Annexes), the following terms
shall have the following meanings (such meanings to be equally applicable to
both the singular and plural forms of the terms defined):


                    “Administrative
Agent” means Calyon New York Branch, in its capacity as administrative
agent for the banks, or any successor administrative agent.


                    “Administrative
Agent’s Account” means the special account (account
number ____________) of the Administrative Agent maintained at the
office of Calyon New York Branch, ABA 026008073.


                    “Adverse
Claim” means a lien, security interest or other charge or encumbrance, or
any other type of preferential arrangement, but shall not include the liens in
favor of the Seller or Administrative Agent.


                    “Affiliate”
means, as to any Person, any other Person that, directly or indirectly, is in
control of, is controlled by or is under common control with such Person or is
a director or officer of such Person.


                    “Affiliated
Obligor” means any Obligor that is an Affiliate of another Obligor.


                    “Aged
Receivables Ratio” means the percentage equivalent of a fraction, computed
as of the last day of each calendar month, obtained by dividing (a) the sum of
(i) the Outstanding Balance of Pool Receivables that were 121 to 150 days past
due as of the last day of such month, excluding Pool Receivables that have been
written off at any time after the date on which they were 120 days past due,
(ii) (without duplication of any amounts included in clause (i) or (iii)) the
Outstanding Balance of Pool Receivables that were less than 121 days past due
as of the last day of such month and that, consistent with the Credit and
Collection Policy, were written off as uncollectible during such month
(excluding write-offs of United Rentals General Account numbered “____________”),
and (iii) (without duplication of any amounts included in clause (i) or (ii))
the Outstanding Balance of Pool Receivables that were less than 121 days past
due as of the last day of such month, as to which the Obligor thereof or any
other Person obligated thereon or owning any Related Security in respect
thereof has taken any action, or suffered any event to occur, of the type
described in paragraph (g) of Exhibit V, by (b) the aggregate dollar
amount of all Pool Receivables created during the month ended five months prior
to the most recent month-end.


                    “Alternate
Base Rate” means:


                    (a)
For Calyon, Atlantic and each other Bank for Atlantic, on any date, a
fluctuating interest rate per annum as shall be in effect from time to time,
which rate shall be at all times equal to the higher of:


I-1






	
 

	
 


	
 

	
                    (i)
  the rate of interest determined by Calyon in New York, New York, from time to
  time in its sole discretion, as its prime commercial lending rate (which rate
  is not necessarily the lowest rate that Calyon charges any corporate
  customer)(the “Calyon Prime Rate”); and


	
 

	
 


	
 

	
                    (ii)
  the Federal Funds Rate plus 0.50% per annum; and





                    (b)
For Scotia Capital, Liberty and each other Bank for Scotia Capital, on any
date, a fluctuating interest rate per annum as shall be in effect from time to
time, which rate shall be at all times equal to the higher of:


	
 

	
 


	
 

	
                    (i)
  the rate of interest determined by Scotia Capital in New York, New York, from
  time to time in its sole discretion, as its prime commercial lending rate
  (which rate is not necessarily the lowest rate that Scotia Capital charges
  any corporate customer); and


	
 

	
 


	
 

	
                    (ii)
  the Federal Funds Rate plus 0.50% per annum.





                    “Assignee
Rate” for any Fixed Period for any Receivable Interest in the Pool
Receivables means an interest rate per annum equal to the applicable percentage
per annum (set forth in the Fee Agreements) above the Eurodollar Rate (Reserve
Adjusted) for such Fixed Period; provided, however, that in the
case of


                    (a)
any Fixed Period on or prior to the first day that an Investor or Bank shall
have notified its Purchaser Agent that


	
 

	
 


	
 

	
                    (i)
  the introduction of or any change in or in the interpretation of any law or
  regulation makes it unlawful, or any central bank or other governmental
  authority asserts that it is unlawful, for such Investor or Bank to fund such
  Receivable Interest in the Pool Receivables at the rate set forth above (and
  such Investor or Bank shall not have subsequently notified its Purchaser
  Agent that such circumstances no longer exist),


	
 

	
 


	
 

	
                    (ii)
  dollar deposits in the relevant amounts and for the relevant Fixed Period are
  not available,


	
 

	
 


	
 

	
                    (iii)
  adequate and reasonable means do not exist for ascertaining the Eurodollar
  Rate (Reserve Adjusted) for the relevant Fixed Period or


	
 

	
 


	
 

	
                    (iv)
  the Eurodollar Rate (Reserve Adjusted) determined pursuant hereto does not
  accurately reflect the cost to the Investors or the Banks (as conclusively
  determined by the related Purchaser Agent) of maintaining Receivable
  Interests during such Fixed Period,





                    (b)
any Fixed Period of one to and including 29 days (other than a Fixed Period
that corresponds to the month of February or that begins on a day in the month
of February and runs to the numerically corresponding day of the following
month),


I-2






                    (c)
any Fixed Period as to which the related Purchaser Agent does not receive notice,
by no later than 12:00 noon (New York City time) on the third Business Day
preceding the first day of such Fixed Period, that the related Receivable
Interest will not be funded by issuance of commercial paper, or


                    (d)
any Fixed Period for a Receivable Interest the Capital of which allocated to
the Investors or Banks is less than $500,000,


the “Assignee Rate” for each such Fixed Period shall be an interest rate per
annum equal to the Alternate Base Rate in effect on the first day of such Fixed
Period; provided, further, that after the occurrence and during
the continuation of an Event of Termination, the “Assignee Rate” for
each Fixed Period shall be an interest rate per annum equal to 2% plus the
Alternate Base Rate in effect on the first day of such Fixed Period.


                    “Assignment
and Acceptance” means an assignment and acceptance agreement entered into
by a Bank and an Eligible Assignee and approved by the related Purchaser Agent,
pursuant to which such Eligible Assignee may become a party to the Agreement as
a Bank.


                    
“Atlantic Purchaser Agent” means Calyon New York Branch and its
successors and assigns.


                    
“Bank Commitment” of any Bank means, (a) with respect to Calyon,
$175,000,000, or such amount as reduced by any Assignment and Acceptance
entered into with other Banks; (b) with respect to Scotia Capital,
$150,000,000, or such amount as reduced by any Assignment and Acceptance
entered into with other Banks; or (c) with respect to a Bank that has entered
into an Assignment and Acceptance, the amount set forth therein as such Bank’s
Bank Commitment, in each case as such amount may be reduced by an Assignment
and Acceptance entered into between such Bank and an Eligible Assignee, and as
may be further reduced (or terminated) pursuant to the next sentence. Any
reduction (or termination) of the Purchase Limit pursuant to the terms of the
Agreement shall reduce ratably (or terminate) each Bank’s Bank Commitment.


                    “Banks”
means each of Calyon, Scotia Capital and each respective Eligible Assignee that
shall become a party to the Agreement pursuant to Section 7.03.


                    “Broken
Funding
Costs” means for any Receivable Interest that is assigned or
terminated prior to the date on which it was originally scheduled to end; an
amount equal to the excess, if any, of (A) the Yield that would have accrued
during the remainder of the tranche periods for Commercial Paper determined by
the applicable Purchaser Agent to relate to such Receivable Interest (as
applicable) subsequent to the date of such reduction, assignment or termination
of the Outstanding Balance of such Receivable Interest if such reduction,
assignment or termination had not occurred, over (B) the sum of (x) to the
extent all or a portion of such Outstanding Balance is allocated to another
Receivable Interest, the amount of Yield actually accrued during the remainder
of such period on such Outstanding Balance for the new Receivable Interest, and
(y) to the extent such Outstanding Balance is not allocated to another
Receivable Interest, the income, if any, actually received during the remainder
of such period by the holder of such Receivable Interest from investing the
portion of such Outstanding Balance not so allocated. In the event that the
amount referred to in clause (B) exceeds the amount referred to in clause (A),
the relevant Purchaser or Purchasers agree to pay to the Seller the amount of
such excess. 


I-3






                    “Business
Day” means any day (other than a Saturday or Sunday) that (a) banks
are not authorized or required to close in New York City and (b) if this
definition of “Business Day” is utilized in connection with the
Eurodollar Rate, dealings are carried out in the London interbank market.


                    “Calyon”
has the meaning as set forth in the preamble to this Agreement and its
successor and assigns.


                    “Calyon
Fee Agreement” means the separate fee agreement, of even date herewith,
pertaining to fees among the Seller and Calyon as Atlantic Purchaser Agent and
as the Administrative Agent, as the same may be amended or restated from time
to time.


                    “Capital”
of each Receivable Interest in the Pool Receivables means the original amount
paid to the Seller for such Receivable Interest in the Pool Receivables at the
time of its purchase by a Purchaser or a Bank pursuant to the Agreement, or
such amount divided or combined in accordance with Section 1.07, in each case
reduced from time to time by Collections distributed on account of such Capital
pursuant to Section 1.04(d) or Section 1.04(h) of the Agreement; provided that
if such Capital shall have been reduced by any distribution and thereafter all
or a portion of such distribution is rescinded or must otherwise be returned
for any reason, such Capital shall be increased by the amount of such rescinded
or returned distribution, as though it had not been made. For the avoidance of
doubt, Term-out Period Advances shall not constitute “Capital”
hereunder.


                    
“Change of Control” means (a) any
Person or group of Persons (within the meaning of Section 13 or 14 of the
Securities Exchange Act of 1934, but excluding Permitted Holders) shall acquire
beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Securities Exchange Act of 1934) of 35% or more of the ordinary voting power
represented by the outstanding Equity Interests of United Rentals having
ordinary voting power; (b) during any 24-month period, individuals who at the
beginning of such period constituted United Rentals Board of Directors
(together with any new directors whose election by United Rentals Board of
Directors or whose nomination for election by United Rentals shareholders was
approved by a vote of at least two-thirds of the directors who either were
directors at beginning of such period or whose election or nomination was
previously so approved) cease for any reason to constitute a majority of the
Board of Directors of United Rentals; (c) any “Change of Control” or
similar event, however denominated, shall occur under, and as defined in, the
Credit Agreement or any document evidencing or governing any Subordinated Debt;
or (d) the Seller shall cease to be a direct or indirect, wholly owned
Subsidiary of United Rentals; provided, however, that any Originator or any Subsidiary
of an Originator, in each case excluding the Seller, may be merged or
amalgamated with or into any other Originator or all or any part of its
business, property or assets may be conveyed, sold, leased, transferred or
otherwise disposed of (each, an “Affiliate Transfer”), in one transaction or a
series of transactions, to any other such Originator (and, subsequent to such
Affiliate Transfer, to liquidate, wind-up or dissolve the transferring
Originator if such Originator holds no remaining assets and any outstanding
obligations hereunder have been assumed by the transferee).


I-4






                    “Collateral”
means each Receivable and the Related Security and Collections with respect to,
and other proceeds of, such Receivable and Related Security and the collateral
security referred to in Section 1.09 of the Agreement.


                    “Collection
Account” means any joint deposit accounts, either lock-box account or an
account at which ROA Collections are deposited, which the Seller with the
Qualified Intermediary maintain for the purpose of receiving Collections.


                    “Collection
Agent” means at any time the Person then authorized pursuant to Article IV
to service, administer and collect Pool Receivables.


                    “Collection
Agent Default” has the meaning specified in Exhibit VI hereto.


                    “Collection
Agent Fee” has the meaning specified in Section 1.05(a).


                    “Collection
Agent Fee Reserve” for any Receivable Interest in the Pool Receivables at
any time means the sum of (a) the unpaid Collection Agent Fee relating to such
Receivable Interest in the Pool Receivables accrued to such time, plus (b) an
amount equal to the product of (i) the Outstanding Balance of such Receivable
Interest in the Pool Receivables on such date, (ii) the percentage per annum at
which the Collection Agent Fee is accruing on such date, (iii) a stress factor
of 2.25 and (iv) a fraction having the Days Sales Outstanding as its numerator
and 360 as its denominator.


                    “Collections”
means, with respect to any Receivable, (a) all funds that are received by the
Seller or the Collection Agent in payment of any amounts owed in respect of
such Receivable (including, without limitation, purchase price, finance
charges, interest and all other charges), or applied to amounts owed in respect
of such Receivable (including, without limitation, insurance payments and net
proceeds of the sale or other disposition of repossessed goods or other
collateral or property of the related Obligor or any other party directly or
indirectly liable for the payment of such Receivable and available to be
applied thereon), (b) all Collections deemed to have been received pursuant to
Section 1.04 and (c) all other proceeds of such Receivable.


                    “Commercial
Paper” means promissory notes of a Purchaser issued by such
Purchaser in the commercial paper market.


                    “Commitment
Termination Date” means the earliest of (a) October 20, 2009 (or the date
so extended, or otherwise modified in a written agreement pursuant to Section
1.13) (b) the Facility Termination Date, (c) the date determined pursuant to
Section 2.02 or any Commitment Renewal, and (d) the date the Purchase Limit
reduces to zero.


                    
“Concentration Percentage” for any
Obligor means at any time 2%; provided that in the case of an Obligor
with any Affiliated Obligor, the Concentration Percentage shall be calculated
as if such Obligor and such Affiliated Obligor are one Obligor. 


I-5






                    “Contract”
means with respect to any Receivable, an agreement between an Originator and
any Obligor, pursuant to or under which such Obligor shall be obligated to pay
for goods or services from time to time.


                    
“Controlled Account” means a deposit account maintained at the
Controlled Account Bank for the purpose of receiving deposited Collections.


                    “Controlled
Account Agreement” means an agreement between United Rentals, the Seller
and each Controlled Account Bank reasonably acceptable to the Administrative
Agent; provided, that the Controlled Account Agreements entered into on
the date hereof shall be deemed to be reasonably acceptable to the
Administrative Agent.


                    “Controlled
Account Bank” means the bank or other financial institution holding the
Controlled Account.


                    “Commitment
Renewal” has the meaning specified in Section 1.13.


                    “Credit
Agreement” means the Credit Agreement, dated as of June 9, 2008, by and
among the financial institutions named therein, as the Lenders, Bank of
America, N.A., as Agent, U.S. Swingline Lender and Letter of Credit Issuer,
Bank of America, N.A. (acting through its Canada Branch), as Canadian Swingline
Lender and as a Canadian Funding Bank, UBS Securities LLC, as the Syndication
Agent, UBS AG Canada Branch, as a Canadian Funding Bank, Wachovia Bank,
National Association, as Co-Documentation Agent, Wachovia Capital Finance
Corporation (Canada), as a Canadian Funding Bank, Wells Fargo Foothill, LLC, as
Co-Documentation Agent, United Rentals (North America), Inc. and certain of its
Subsidiaries, as the U.S. Borrowers, United Rentals, Inc. and certain of its
Subsidiaries, as the Guarantors, United Rentals of Canada, Inc. and United
Rentals Alberta Holding, LP, as the Canadian Borrowers, United Rentals
Financing Limited Partnership, as the Specified Loan Borrower, Banc of America
Securities LLC and UBS Securities LLC, as the Joint Lead Arrangers, and Banc of
America Securities LLC, UBS Securities LLC and Wachovia Capital Markets, LLC,
as the Joint Book Managers, as amended to date, and as the same may, from time
to time, be amended, waived, modified or supplemented but only to the extent
that the Purchaser Agents approve such amendment, waiver, modification or
supplement for the purposes of incorporation of such amendment, waiver,
modification or supplement herein.


                    “Credit
and Collection Policy” means those receivables credit and collection
policies and practices of the Seller in effect on the date of the Agreement and
described in Annex C hereto, as modified in compliance with the
Agreement.


                    “Daily
Report” means a report, in substantially the form of Annex G-2 hereto,
furnished by the Collection Agent to the Administrative Agent and to each
Purchaser Agent as required pursuant to Article IV of the Agreement.


                    “Daily
Report Trigger Event” means a breach of one or more of the following
financial covenants:

                    (a)
The Fixed Charge Coverage Ratio is less than 1.20 to 1 on any day; or


I-6







                    (b)
The Senior Secured Leverage Ratio is greater than 1.3125 to 1 on any day; or 


                    (c)
The occurrence and continuation of a downgrade of the senior secured debt
rating of United Rentals (North America), Inc. to B+ by Standard & Poor’s
or B2 by Moody’s. 


                    “Days
Sales Outstanding” means the product of (a) the number of days in the month
most recently ended and (b) the amount obtained by dividing (i) the Outstanding
Balance of Pool Receivables for such month by (ii) the aggregate dollar amount
of Receivables created for such month.


                    
“Debt” has the meaning specified in
the Credit Agreement.


                    “Default
Ratio” means the percentage equivalent of a fraction, computed as of the
last day of each calendar month, obtained by dividing (a) the aggregate
Outstanding Balance of all Pool Receivables that were Defaulted Receivables on
the last day of each such month or that would have been Defaulted Receivables
on such day had they not been written off the books of the applicable
Originator or the Seller during such month by (b) the aggregate Outstanding
Balance of all Pool Receivables on such day.


                    “Defaulted
Receivable” means a Receivable:


                    (a)
as to which any payment, or part thereof, remains unpaid for 121 or more days
from the original due date for such payment;


                    (b)
as to which the Obligor thereof or any other Person obligated thereon or owning
any Related Security in respect thereof has taken any action, or suffered any
event to occur, of the type described in paragraph (g) of Exhibit V; or


                    (c)
that, consistent with the Credit and Collection Policy, would be written off as
uncollectible.


                    “Deferred
Purchase Price” has the meaning specified in the Purchase Agreement.


                    “Delinquency
Ratio” means the percentage equivalent of a fraction, computed as of the
last day of each calendar month, obtained by dividing (a) the aggregate
Outstanding Balance of all Pool Receivables that were Delinquent Receivables as
of the last day of such month by (b) the aggregate Outstanding Balance of
all Receivables on such day.


                    “Delinquent
Receivable” means a Pool Receivable that is not a Defaulted Receivable and:


                    (a)
that any payment, or part thereof, remains unpaid for 61 or more days from the
original due date for such payment; and


                    (b)
that, consistent with the Credit and Collection Policy, would be classified as
delinquent.


I-7






                    “Designated
Obligor” means, at any time, each Obligor; provided, however,
that any Obligor shall cease to be a Designated Obligor upon notice by the
Administrative Agent to the Seller.


                    “Dilution”
means, with respect to any Pool Receivable, the aggregate amount of any
reductions or adjustments in the Outstanding Balance of such Receivable as a
result of any defective, rejected, returned, repossessed or foreclosed goods or
services or any rebate, sales allowance, cash discount or other adjustment or
setoff.


                    “Dilution
Ratio” means for any month, the percentage equivalent of a fraction, the
numerator of which is equal to the dollar amount of Dilutions occurring during
such month, and the denominator of which is equal to the aggregate Outstanding
Balance of all Receivables as of the last day of such month.


                    “Dilution
Reserve” for any Receivable Interest at any time means an amount equal to
(a) the Net Receivables Pool Balance on such date multiplied by (b) the
Dilution Reserve Percentage at such time.


                    “Dilution
Reserve Percentage” means for any Receivable Interest at any time an amount
equal to:


	
 

	
 


	
[(Stress Factor x Expected Dilution Ratio) +
  (Dilution Volatility)] 

  multiplied by the Dilution Horizon Ratio





Where:


	
 

	
 


	
 

	
Stress
  Factor = 2.25


	
 

	
 


	
 

	
Expected
  Dilution Ratio = the twelve month rolling average of the Reserve Dilution
  Ratio


	
 

	
 


	
 

	
Dilution
  Volatility = (Dilution Spike - Expected Dilution Ratio) x (Dilution Spike
  divided by Expected Dilution Ratio)


	
 

	
 


	
 

	
Dilution
  Spike = the highest Reserve Dilution Ratio as of the last day of each of the
  twelve months immediately preceding such day 


	
 

	
 


	
 

	
Dilution Horizon
  Ratio = the aggregate amount of newly generated Receivables during the most
  recent two months divided by the Net Receivables Pool Balance as of the last
  day of the most recent month. 





                    “Effective
Time” means (a) with respect to the definitions of Commitment Termination
Date and Facility Termination Date and Section 1.13 hereof, 11:59 p.m. on
December 31, 2008; and (b) with respect to all other provisions hereof,
midnight on January 1, 2009.


                    “Eligible
Assignee” means (a) with respect to Calyon, (i) Calyon or any of its
Affiliates or (ii) any other Person the short term debt of which is rated A-1
by Standard & Poor’s, F1 by Fitch and P-1 by Moody’s Investors Service,
Inc. and which is otherwise acceptable to the Purchaser Agents, and (b) with
respect to Scotia Capital, (i) Scotia Capital or any of its Affiliates or (ii)
any other Person the short term debt of which is rated A-1 by Standard &
Poor’s and P-1 by Moody’s Investors Service, Inc. and which is otherwise acceptable
to the Purchaser Agents.


I-8






                    “Eligible
Investments” means any one or more of the following obligations or
securities:


	
 

	
 


	
 

	
                    (i)
  direct obligations of, and obligations fully guaranteed as to timely payment
  of principal and interest by, the United States of America or any agency or
  instrumentality of the United States of America the obligations of which are
  backed by the full faith and credit of the United States of America (“Direct
  Obligations”);


	
 

	
 


	
 

	
                    (ii)
  federal funds, or demand and time deposits in, certificates of deposits of,
  or bankers’ acceptances issued by, any depository institution or trust
  company (including U.S. subsidiaries of foreign depositories and the
  Purchaser Agents or any agent of the Purchaser Agents, acting in their
  respective commercial capacity) incorporated or organized under the laws of
  the United States of America or any state thereof and subject to supervision
  and examination by federal or state banking authorities, so long as at the
  time of investment or the contractual commitment providing for such
  investment the commercial paper or other short term debt obligations of such
  depository institution or trust company (or, in the case of a depository
  institution or trust company which is the principal subsidiary of a holding
  company, the commercial paper or other short term debt or deposit obligations
  of such holding company or deposit institution, as the case may be) have been
  rated by each Rating Agency in its highest short-term rating category or one
  of its two highest long-term rating categories;


	
 

	
 


	
 

	
                    (iii)
  repurchase agreements collateralized by Direct Obligations or securities
  guaranteed by GNMA, FNMA or FHLMC with any registered broker/dealer subject
  to Securities Investors’ Protection Corporation jurisdiction or any
  commercial bank insured by the FDIC, if such broker/dealer or bank has an
  uninsured, unsecured and unguaranteed obligation rated by each Rating Agency
  in its highest short-term rating category;


	
 

	
 


	
 

	
                    (iv)
  A guaranteed reinvestment agreement from a bank, insurance company or other
  corporation or entity organized under the laws of the United States of
  America or any state thereof that has a credit rating at the time of such
  investment or contractual commitment providing for such investment of not
  less than “P-1” by
  Moody’s and “A-l+” by S&P; provided, that if such security
  has a maturity of longer than 91 days, the issuer thereof must also, at all
  times, have a long-term credit rating of “Aaa” by Moody’s and “AAA” by S&P;


	
 

	
 


	
 

	
                    (v)
  securities bearing interest or sold at a discount issued by any corporation
  incorporated under the laws of the United States of America or any state
  thereof which have a credit rating from each Rating Agency, at the time of
  investment or the contractual commitment providing for such investment, at
  least equal to one of the two highest short-term credit rating categories of
  one of the Rating Agencies; provided, however, that securities
  issued by any particular corporation will not be Eligible Investments to the
  extent that investment therein will cause the then outstanding principal
  amount of securities issued by such corporation and held as part of the
  Term-out Period Account to exceed 20% of aggregate principal amount of all
  Eligible Investments in the Term-out Period Account; provided, further, that
  such securities will not be Eligible Investments if they are published as
  being under review with negative implications from any Rating Agency;





I-9






	
 

	
 


	
 

	
                    (vi)
  commercial paper (including both non-interest-bearing discount obligations
  and interest bearing obligations payable on demand or on a specified date not
  more than 180 days after the date of issuance thereof) rated by each Rating
  Agency in its highest short-term rating category;


	
 

	
 


	
 

	
                    (vii)
  certificates or receipts representing direct ownership interests in future
  interest or principal payments on obligations of the United States of America
  or its agencies or instrumentalities (which obligations are backed by the
  full faith and credit of the United States of America) held by a custodian in
  safekeeping on behalf of the holders of such receipts; and


	
 

	
 


	
 

	
                    (viii)
  any other demand, money market, common trust fund or time deposit or
  obligation, or interest bearing or other security or investment (including
  those managed or advised by the Purchaser Agents or any Affiliate thereof),
  (A) rated in the highest rating category by each Rating Agency rating such
  investment or (B) that would not adversely affect the then current rating
  assigned by each Rating Agency of any of the related Commercial Paper and has
  a short term rating of at least “A-1” or its equivalent by each Rating
  Agency. Such investments in this subsection (viii) may include money market
  mutual funds or common trust funds, including any fund for which the
  Purchaser Agents or an affiliate thereof serves as an investment advisor,
  administrator, shareholder servicing agent, and/or custodian or subcustodian,
  notwithstanding that (x) the Purchaser Agents or any affiliate thereof
  charges and collects fees and expenses from such funds for services rendered,
  (y) the Purchaser Agent or any affiliate thereof charges and collects fees
  and expenses for services rendered pursuant to this Agreement, and (z)
  services performed for such funds and pursuant to this Agreement may converge
  at any time;





          provided,
however, that no such instrument shall be an Eligible Investment if such
instrument evidences either (i) a right to receive only interest payments with
respect to the obligations underlying such instrument, or (ii) both principal
and interest payments derived from obligations underlying such instrument and
the principal and interest payments with respect to such instrument provide a
yield to maturity of greater than 120% of the yield to maturity at par of such
underlying obligations, provided that any such investment will be a “permitted
investment” within the meaning of Section 860G(a)(5) of the Code.


                    “Eligible
Receivable” means, at the relevant time of determination, a Receivable or
an ENB Receivable, as applicable:


I-10






                    (a)
the Obligor of which (i) if a natural person, is a resident of the United
States or, if a corporation or other business organization, is organized under
the laws of the United States or any political subdivision thereof and has its
chief executive office in the United States; and (ii) is not an Affiliate of
the Originators or the Seller;


                    (b)
the Obligor of which has not taken any action, or suffered any event to occur,
of the type described in paragraph (g) of Exhibit V;


                    (c)
the Obligor of which, at the time of the initial creation of an interest
therein under the Agreement, is a Designated Obligor;


                    (d)
that is not a Defaulted Receivable or a Delinquent Receivable or from a “_______
account” or a “_______ account”;


                    (e)
that does not represent Leased Equipment Sale Proceeds;


                    (f)
that, according to the Contract related thereto, is required to be paid in full
within 30 days of the original billing date therefor (or with respect to an ENB
Receivable, in accordance with the payment terms of the related Contract);


                    (g)
that is an “account” within the meaning of the UCC (or, with respect to
an ENB Receivable, an account or payment intangible) of the applicable
jurisdictions governing the perfection of the interest created by a Receivable
Interest;


                    (h)
that is denominated and payable in United States dollars in the United States;


                    (i)
that arises under a Contract that


	
 

	
 


	
 

	
                    (i)
  does not require the Obligor thereunder to consent to the transfer, sale or
  assignment of the rights and duties of the Seller or the Originator
  thereunder;


	
 

	
 


	
 

	
                    (ii)
  is substantially in the form of contract or the form of invoice (in the case
  of any open account agreement) previously approved by the Purchaser Agents;


	
 

	
 


	
 

	
                    (iii)
  together with such Receivable, is in full force and effect, constitutes the
  legal, valid and binding obligation of the Obligor of such Receivable to pay
  a determinable amount and is not subject to any dispute, offset, counterclaim
  or defense whatsoever (except the potential discharge in bankruptcy of such
  Obligor) and for which neither the Originator thereof, the Seller nor the
  Collection Agent has established any offset arrangements with the related
  Obligor;


	
 

	
 


	
 

	
                    (iv)
  does not contain a confidentiality provision that purports to restrict the
  ability of the Investors, the Banks or their assignees to exercise their
  rights under the Agreement, including, without limitation, their right to
  review the Contract;





I-11






                    (j)
that, together with the Contract related thereto, does not contravene in any
material respect any laws, rules or regulations applicable thereto (including,
without limitation, laws, rules and regulations relating to usury, consumer
protection, truth in lending, fair credit billing, fair credit reporting, equal
credit opportunity, fair debt collection practices and privacy) and with
respect to which none of the Seller, the Originators or the Obligor is in
violation of any such law, rule or regulation in any material respect;


                    (k)
in which the Seller owns good and marketable title, free and clear of any
Adverse Claims, and that is freely assignable by the Seller;


                    (l)
that satisfies all applicable requirements of the Credit and Collection Policy
and complies with such other criteria and requirements (other than those
relating to the collectibility of such Receivable) as the Administrative Agent
(with the prior consent of each Purchaser Agent) may from time to time specify
to the Seller upon 30 days’ notice;


                    (m)
as to which, at or prior to the time of the initial creation of an interest
therein under the Agreement, the Administrative Agent or the Purchaser Agents
has not notified the Seller that the Receivables of a particular Obligor are
not acceptable for purchase by a Purchaser or the Banks hereunder; 


                    (n)
except with respect to the ROA Collections, the Obligor of which has been
directed to make all payments to a Collection Accounts and within one Business
Day the Collection Agent has transfer all such payments to the Controlled
Account except to the extent otherwise permitted by the provisions of Section
1.04(a) hereof;


                    (o)
for which the Purchasers shall have a valid and enforceable undivided
percentage ownership or security interest, to the extent of the Receivable
Interest, and a valid and enforceable first priority perfected security
interest therein and in the Related Security and Collections with respect
thereto, in each case free and clear of any Adverse Claim, except for any
Permitted Liens;


                    (p)
that does not represent proceeds of the lease or provision of equipment that
has been leased to an Originator by a lessor (i) that has not released in
writing any lien that it may have on Receivables generated by the lease or
provision of such equipment or (ii) with respect to which a proper financing
statement (Form UCC3) amending any financing statement known to the Collection
Agent, any Originator or the Seller relating to such lien (in order to exclude
such Receivable from the collateral description therein) has not been filed in
the appropriate filing office in accordance with the terms of such release;


                    (q)
that was not originated by any branch or division of an Originator that was
acquired by such Originator after the date hereof, unless (i) such branch or
division has been fully integrated into the existing accounts receivable
platform of the Collection Agent (the “WYNNE System”), and new
receivables generated are generated in accordance with the Collection Agent’s
established credit and collection policy, and (ii) a Collection Account has
been established or exists into which payments on such receivables will be made;


                    (r)
that following the occurrence of a Termination Event, is not a Receivable, the
Obligor of which is a Government Obligor, unless the Federal Assignment of
Claims Act and each similar applicable law is being fully complied with in
respect of the Receivables owed by such Obligor; 


I-12






                    (s)
the transfer, sale or assignment of which does not contravene any applicable
law, rule or regulation;


                    (t)
that is not a Leased Equipment Receivable;


                    (u)
solely with respect to ENB Receivables, the ENB Receivable Conditions are
satisfied; 


                    (v)
that is not a Equipment Sale Receivable.


                    “ENB
Receivable” means the U.S. dollar denominated indebtedness of any Obligor
resulting from the provision or sale of goods or services to such Obligor by an
Originator under a Contract generated by the Originator in the ordinary course
of its business for which all actions required to be performed by the
Originator have been performed (except for the presentment by the Originator of
an invoice to the Obligor), and includes the right to payment of any sales tax,
interest or finance charges and other obligations of such Obligor with respect
thereto, which Receivable has been acquired or purported to be acquired by the
Seller by purchase or by capital contribution pursuant to the Purchase
Agreement.


                    
“ENB Receivable Conditions” means
with respect to an ENB Receivable being treated as an Eligible Receivable, the
satisfaction of the following conditions: (a) the Senior Secured Leverage Ratio shall exceed 1.25 to 1.0; or (b) the
Collection Agent maintains at least $50,000,000 in availability under the
Credit Agreement. 


                    “Equipment
Sale Receivable” means any receivable or other indebtedness owing to an
Originator, that but for the proviso to the definition of “Receivable” would
constitute a Receivable hereunder, in respect of the sale of tangible personal
property which such Originator uses productively in its trade or business or
holds for investment, unless such property is ineligible to become Relinquished
Property (as such term is defined in the Master Exchange Agreement).


                    “ERISA”
means the Employee Retirement Income Security Act of 1974, as amended from time
to time, and the regulations promulgated and rulings issued thereunder.


                    “Eurocurrency
Liabilities” has the meaning assigned to that term in Regulation D of the
Board of Governors of the Federal Reserve System, as in effect from time to
time.


                    
“Eurodollar Rate” means, for any
Fixed Period, an interest rate per annum (expressed as a decimal and rounded
upwards, if necessary, to the nearest one hundredth of a percentage point) equal
to the offered rate per annum for deposits in U.S. dollars in a principal
amount of not less than $1,000,000 for such Fixed Period as of 11:00 A.M.,
London time, two Business Days before the first day of such Fixed Period, which
appears on display
designated on page “LIBOR01” on Reuters Money 3000 Services (or such other page
as may replace the LIBOR01 page on that service) or such services
displaying the London interbank offered rate for deposits in Dollars as may
replace Reuters Money 3000 Service (the “Reuters Screen LIBOR01 Page”); provided
that , if more than one rate is specified on Reuters Screen LIBOR01 Page, the
applicable rate shall be the arithmetic mean of all such rates; provided
further that if on any Business Day that the Eurodollar Rate is to be
determined any Purchaser Agent shall have determined (which determination shall
be conclusive and binding upon the parties hereto), by reason of circumstances
affecting the interbank Eurodollar market, either that: (a) dollar deposits in
the relevant amounts and for the relevant Settlement Period are not available,
or (b) adequate and reasonable means do not exist for ascertaining the
Eurodollar Rate for such Settlement Period, the Administrative Agent will
request the principal London office of Calyon (the “Eurodollar Reference
Bank”), to provide the Administrative Agent with its quotation at
approximately 11:00 A.M., London time, on such date of the rate per annum it
offers to prime banks in the London interbank market for deposits in U.S.
dollars for the requested Fixed Period in an amount substantially equal to the
Capital associated with such Fixed Period; if the Eurodollar Reference Bank
does not furnish timely information to the Administrative Agent for determining
the Eurodollar Rate, then the Eurodollar Rate shall be considered to be the
Alternate Base Rate for such Fixed Period.


I-13






                    “Eurodollar
Rate (Reserve Adjusted)” for any Investor or Bank for any Fixed Period
means the rate (expressed as a decimal rounded upwards, if necessary, to the
nearest one hundredth of a percentage point) determined pursuant to the
following formula:


	
 

	
 


	
Eurodollar
  Rate (Reserve Adjusted) =     

	
Eurodollar Rate


	
 

	



	
 

	
1 - Eurodollar Reserve Percentage





                    “Eurodollar
Reserve Percentage” means, relative to each Fixed Period, a percentage
(expressed as a decimal) applicable two Business Days before the first day of
such Fixed Period under regulations issued from time to time by the Board of
Governors of the Federal Reserve System (or any successor) (or if more than one
such percentage shall be applicable, the daily average of such percentages for
those days in such Fixed Period during which any such percentage shall be so
applicable) for determining the maximum reserve requirement (including, without
limitation, any emergency, supplemental or other marginal reserve requirement)
for such Investor or Bank with respect to Eurocurrency Liabilities (or with
respect to any other category of liabilities that includes deposits by reference
to which the interest rate on Eurocurrency Liabilities is determined) having a
term comparable to such Fixed Period. 


                    “Event
of Termination” has the meaning specified in Exhibit V.


                    “Facility
Termination Date” means the earliest of (a) October 20, 2011, (b) the date
determined pursuant to Section 2.02, (c) the date the Purchase Limit is
reduced to zero pursuant to Section 1.01(b) or (d) the date upon which
the Credit Agreement is terminated in connection with an Event of Default
thereunder. 


                    “Federal
Assignment of Claims Act” means the Assignment of Claims Act of 1940, 31
U.S.C. § 3727 and 41 U.S.C. § 15, as amended from time to time.


                    “Federal
Bankruptcy Code” means title 11 of the United States Code, 11 U.S.C.
§ § 101 et seq.


I-14






                    “Federal
Funds Rate” means, with respect to any day, the rate set forth in H.15(519)
for that day opposite the caption “Federal Funds (Effective).” If on any
date of determination, such rate is not published in H.15(519), such rate will
be the rate set forth in Composite 3:30 P.M. Quotations for U.S. Government
Securities for that day under the caption “Federal Funds/Effective Rate.”
If on any date of determination, the appropriate rate is not published in
either H.15(519) or Composite 3:30 P.M. Quotations for U.S. Government
Securities, such rate will be the arithmetic mean of the rates for the last
transaction in overnight federal funds arranged by three leading brokers of
federal funds transactions in New York City prior to 9:00 a.m., New York City
time, on that day.


                    “Fee
Agreement” means the Calyon Fee Agreement or the Scotia Capital Fee
Agreement. 


                    “Fitch”
means Fitch, Inc.


                    “Fixed
Period” means with respect to any Receivable Interest in the Pool
Receivables or with respect to any Term-out Period Advance:


                    (a)
initially the period commencing on the date of purchase of such Receivable
Interest and ending such number of days as the Seller shall select and the
related Purchaser Agent shall approve pursuant to Section 1.02, up to 31 days
from such date; and


                    (b)
thereafter each period commencing on the last day of the immediately preceding
Fixed Period for such Receivable Interest and ending such number of days (not
to exceed 31 days) as the Seller shall select and the related Purchaser Agent
shall approve on notice by the Seller received by the related Purchaser Agent
(including notice by telephone, confirmed in writing) not later than 11:00 A.M.
(New York City time) on such last day, except that if the related Purchaser
Agent shall not have received such notice or approved such period on or before
11:00 A.M. (New York City time) on such last day, such period shall be one day;


                    provided
that


	
 

	
 


	
 

	
                    (i)
  the Fixed Period with respect to Pooled Commercial Paper shall be the
  immediately preceding calendar month;


	
 

	
 


	
 

	
                    (ii)
  any Fixed Period in respect of which Yield is computed by reference to the
  Assignee Rate shall be a period from one to and including 29 days, or a
  period of one month, as the Seller may select as provided above;


	
 

	
 


	
 

	
                    (iii)
  any Fixed Period (other than of one day) that would otherwise end on a day
  that is not a Business Day shall be extended to the next succeeding Business
  Day (provided, however, that if Yield in respect of such Fixed
  Period is calculated by reference to the Eurodollar Rate, and such Fixed
  Period would otherwise end on a day that is not a Business Day, and there is
  no subsequent Business Day in the same calendar month as such day, such Fixed
  Period shall end on the next preceding Business Day);





I-15






	
 

	
 


	
 

	
                    (iv)
  in the case of any Fixed Period of one day, (x) if such Fixed Period is the
  initial Fixed Period for a Receivable Interest in the Pool Receivables, such
  Fixed Period shall be the day of purchase of such Receivable Interest in the
  Pool Receivables; (y) any subsequently occurring Fixed Period that is one day
  shall, if the immediately preceding Fixed Period is more than one day, be the
  last day of such immediately preceding Fixed Period, and, if the immediately
  preceding Fixed Period is one day, be the day next following such immediately
  preceding Fixed Period; and (z) if such Fixed Period occurs on a day
  immediately preceding a day that is not a Business Day, such Fixed Period
  shall be extended to the next succeeding Business Day; and


	
 

	
 


	
 

	
                    (v)
  in the case of any Fixed Period for any Receivable Interest in the Pool
  Receivables that commences before the Termination Date for such Receivable
  Interest and would otherwise end on a date occurring after such Termination
  Date, such Fixed Period shall end on such Termination Date and the duration
  of each Fixed Period that commences on or after the Termination Date for such
  Receivable Interest shall be of such duration as shall be selected by the
  related Purchaser Agent.


	
 

	
 


	
 

	
          “Fixed
  Charge Coverage Ratio” has the meaning specified in the Credit Agreement.





                    “Former
Deal Documents” means the Amended and Restated Receivables Purchase Agreement,
dated as of June 26, 2001, among the Seller, United Rentals, the issuers party
thereto, the banks party thereto and Calyon New York Branch, as Agent, and the
documents executed in connection therewith, and the Receivables Purchase
Agreement, dated as of June 17, 2003, by and among the Seller, the Collection
Agent, the entities from time to time parties thereto as Conduit Investors, the
entities from time to time parties thereto as Committed Investors, the entities
from time to time party hereto as agents for the Investor Groups, the entities
from time to time parties thereto as Administrators and DEUTSCHE BANK
SECURITIES, INC, as the administrative agent.


                    “Government
Obligor” means an Obligor that is the United States federal government or
governmental subdivision or agency of the United States or a state government
or governmental subdivision or agency thereof.


                    “Incipient
Event of Termination” means an event that but for notice or lapse of time
or both would constitute an Event of Termination.


                    “Incremental
Purchase” means a purchase of one or more Receivable Interests which
increases the total outstanding Capital hereunder (including, without
limitation or duplication, any Term-out Period Account Funded Incremental
Purchase).


                    “Identifiable
Combined Assets” means amounts received in the Collection Accounts that the
Collection Agent can identify as being received in respect of (i) Leased
Equipment Receivables (ii) amounts received in the Controlled Account that the
Collection Agent can identify as being received in respect of the sale of
equipment that has been leased to an Originator and is subject to the lien of
the lessor thereof, (iii) amounts received in the Controlled Account that the
Collection Agent can identify as being received in respect of Receivables that
would, in accordance with the accounts receivable adjustment codes used by the
Collection Agent, the Seller and each Originator on the Closing Date, be
identified on the general ledger thereof under account receivable adjustment
code “N/A.”


I-16






                    “Indemnified
Amounts” has the meaning specified in Section 3.01 of the Agreement.


                    “Indemnified
Party” has the meaning specified in Section 3.01 of the Agreement.


                    “Investor”
means each of the Purchasers, Banks and all other owners by assignment or
otherwise of a Receivable Interest or any interest therein and any Person that
has entered into an agreement to purchase, undivided interests therein (each of
which shall be an Eligible Assignee).


                    “Investor
Rate” for any Fixed Period for any Receivable Interest means, to the extent
a Purchaser funds such Receivable Interest for such Fixed Period (a) by issuing
commercial paper (other than Pooled Commercial Paper), the rate (or if more
than one rate, the weighted average of the rates) at which commercial paper
notes of such Purchaser having a term equal to such Fixed Period and to be
issued to fund such Receivable Interest may be sold by any placement agent or
commercial paper dealer selected by the its Purchaser Agent on behalf of its
Purchaser or (b) Pooled Commercial Paper, the discount of interest accrued on
such Pooled Commercial Paper, plus in either case all commissions of placement
agents and commercial paper dealers with respect to such commercial paper notes
as agreed between each such agent or dealer and such Purchaser Agent and notice
of which has been given by such Purchaser Agent to the Collection Agent;
provided that if the rate (or rates) as agreed between any such agent or dealer
and such Purchaser Agent for any Fixed Period for any Receivable Interest is a
discount rate (or rates), then such rate shall be the rate (or if more than one
rate, the weighted average of the rates) resulting from converting such
discount rate (or rates) to an interest-bearing equivalent rate per annum. 


                    “Liberty
Purchaser Agent” means Scotia Capital and its successors and assigns.


                    
“Like-Kind Exchange” means, with
respect to each Exchanger, each of a series of “exchanges”, as defined in
Sections 1.1031(k)-1(b)(i) and 1.1031(k)-1(b)(ii) of the Treasury Regulations,
pursuant to this Agreement, as determined by each Exchanger, consisting of one
or more transfers of Relinquished Property and one or more subsequent related
acquisitions of Replacement Property within the relevant Exchange Period that
are of like-kind, as defined in Sections 1.1031(a)-1(b) and 1.1031(a)-2 of the
Treasury Regulations and under the “safe harbors” section 4.01 of Rev. Proc
2003-39. Capitalized terms used above but not defined herein are as defined in
the Master Exchange Agreement.


                    
“Like-Kind Exchange Account”
means an account or accounts established jointly with a Qualified Intermediary
pursuant to and for the purpose of facilitating any Like-Kind Exchange that (1)
qualifies within the definition of “Joint Accounts” described in section 5.02
of Rev. Proc. 2003-39, (2) is used to receive Relinquished Property Proceeds
and any Additional Subsidies from the Collection Accounts, and (3) used to
provide such funds to pay off indebtedness related to Relinquished Property
Subject to Liabilities or to transfer to the Disbursement Accounts (to the
extent of the funds in the Exchange Account, including any funds earned from
the investment of funds held in the Exchange Account). Capitalized terms used
above but not defined herein are as defined in the Master Exchange Agreement. 


I-17






                    “Leased
Equipment Receivables” means Receivables that represent proceeds of the
lease or provision of equipment that has been leased to an Originator by any
lessor identified on Annex A. 


                    “Leased
Equipment Receivables Collections” means amounts received in the Controlled
Account in respect of Leased Equipment Receivables.


                    “Leased
Equipment Sale Proceeds” means proceeds of the sale of equipment that has
been leased to an Originator and is subject to the lien of such lease. 


                    “Liquidation
Day” means, for any Receivable Interest, (a) each day during a Settlement
Period for such Receivable Interest in the Pool Receivables on which the
conditions set forth in paragraph 2 of Exhibit II are not satisfied, and
(b) each day that occurs on or after the Termination Date for such Receivable
Interest in the Pool Receivables, (c) each day after the occurrence of the
Facility Termination Date, and (d) each day that an Event of Termination (not
otherwise waived by the Administrative Agent, each Purchaser Agent and the
Banks) occurs.


                    “Liquidation
Fee” means, for any Fixed Period during which a Liquidation Day occurs, the
amount, if any, by which (a) the additional Yield (calculated without
taking into account any Liquidation Fee or any shortened duration of such Fixed
Period pursuant to clause (iv) of the definition thereof) that would have
accrued during such Fixed Period on the reductions of Capital of the Receivable
Interest relating to such Fixed Period had such reductions remained as Capital,
exceeds (b) the income, if any, received by the Investors’ or Banks’ investing
the proceeds of such reductions of Capital.


                    
“Loss Horizon Ratio” means for any month the ratio determined by
dividing the cumulative sales over the most recent three months by the current
month’s Net Receivables Pool Balance.


                    “Loss
Reserve” means, for any Receivable Interest on any date, an amount equal to
the Net Receivables Pool Balance multiplied by the Loss Reserve Percentage.


                    “Loss
Reserve Percentage” means, for any Receivable Interest in the Pool
Receivables on any date, an amount equal to the greater of:


                    (a)      Stress
Factor * Loss Ratio * Loss Horizon Ratio and


                    (b)      Minimum
Loss Reserve


Where:


                    Loss
Ratio = the highest three month rolling average of the Aged Receivables Ratio
in the most recent twelve months ended prior to such date.


                    Minimum
Loss Reserve = 10%


                    Stress
Factor = 2.25  


I-18






                    “Material
Adverse Effect” means a material adverse change in, or a material adverse
effect upon, the financial condition, operations, assets, business, properties
or prospects of United Rentals and its Subsidiaries, taken as a whole.


                    “Master
Exchange Agreement” means the agreement dated as of January 1, 2009 by and
among, inter
alia, Qualified Intermediary and the Originators.


                    “Monthly
Report” means a report, in substantially the form of Annex E hereto,
furnished by the Collection Agent to the Administrative Agent and each
Purchaser Agent pursuant to Article IV of the Agreement.


                    “Moody’s”
means Moody’s Investor Service, Inc.


                    “Net
Receivables Pool Balance” means at any time the Outstanding Balance of
Eligible Receivables reduced by


                    (a)
the aggregate amount by which the Outstanding Balance of Eligible Receivables
of each Obligor exceeds the product of (i) the Concentration Percentage for
such Obligor multiplied by (ii) the Outstanding Balance of the Eligible
Receivables; 


                    (b)
the Outstanding Balance of Eligible Receivables for Obligors that are United
States, federal government, governmental subdivisions or agencies that in the
aggregate are in excess of 2% of the aggregate Outstanding Balance of all
Eligible Receivables; 


                    (c)
the Outstanding Balance of Eligible Receivables for Obligors that are state
government, governmental subdivisions or agencies that in the aggregate are in
excess of 2% of the aggregate Outstanding Balance of all Eligible Receivables; 


                    (d)
the aggregate monthly collections received during the preceding calendar month
and not deposited into the Controlled Account in accordance with the provisions
of Section 1.04(a) hereof;


                    (e)
the aggregate amount of Collections received as credit card payments during the
preceding calendar month that were not deposited into the Controlled Account in
accordance with the provisions of Section 1.04(a) hereof;


                    (f)
with respect to any month, the ROA Collections in excess of 15% of Collections
for such month; 


                    (g)
the amount shown as “Un-reconciled Difference” in the latest Monthly
Report expressed as a positive number; 


                    (h)
with respect to any Obligor in respect of which (i) there is currently an
Outstanding Balance of Eligible Receivables owing from such Obligor in excess
of $100,000 and (ii) there is a payable owing from the Collection Agent or any
of its Affiliates to such Obligor, the lesser of (x) the Outstanding Balance of
Eligible Receivables owing from such Obligor and (y) the aggregate amount owing
from the Collection Agent and its Affiliates to such Obligor; and


I-19






                    (i)
the Outstanding Balance of ENB Receivables that (i) in the aggregate are in
excess of 20% of the aggregate Outstanding Balance of all Eligible Receivables
or (ii) are greater than 28 days old.


                    “Non-Extending
Purchaser” has the meaning set forth in Section 1.04(h).


                    “Nonrenewing
Purchaser” has the meaning set forth in Section 1.13.


                    “Notice
of Effectiveness” means a notice upon receipt of which the Seller
effectively transfers to the Administrative Agent the exclusive control of the
Controlled Account.


                    “Obligor”
means a Person obligated to make payments pursuant to a Contract; provided that
in the event that any payments in respect of a Contract are made by any other
Person, such other Person shall also be deemed to be an Obligor.


                    “Originator”
means each of United Rentals (North America), Inc., United Rentals Northwest,
Inc. and each of their successors and permitted assigns.


                    “Other
Corporations” means United Rentals, Inc. and all of its Subsidiaries except
the Seller.


                    “Other
Investors” means any Person other than the Seller, the Originators or the
Collection Agent.


                    “Outstanding
Balance” of any Receivable at any time means the then outstanding principal
balance thereof.


                    “Parent”
means United Rentals, Inc. and its successors and permitted assigns.


                    “Performance
Undertaking Agreement” means the Performance Undertaking Agreement, dated
as of May 31, 2005, made by United Rentals in favor of the Seller, as the same
may, from time to time, be amended, modified or supplemented, and as confirmed
by the Confirmation of Performance Undertaking, dated as of the date hereof.


                    “Percentage”
of any Bank means, (a) with respect to Calyon, the percentage set forth on the
signature page to the Agreement, (b) with respect to Scotia, the percentage set
forth on the signature page to the Agreement, and (c) with respect to a Bank
that has entered into an Assignment and Acceptance, the amount set forth
therein as such Bank’s Percentage, in each case as such amount may be modified
by an Assignment and Acceptance entered into between a Bank and an Eligible
Assignee.


                    “Periodic
Report” means the Monthly Report, the Weekly Report or the Daily Report. 


                    “Permitted
Liens” means those liens (i) related to any Leased Equipment Receivables,
and (ii) related to any Leased Equipment Sale Proceeds.


I-20






                    “Person”
means an individual, partnership, corporation (including a business trust),
joint stock company, limited liability company, unincorporated association,
trust, joint venture or other entity, or a government or any political
subdivision or agency thereof.


                    “Pool
Balance Dilution Ratio” means the three month rolling average of the
percentage equivalent of a fraction, computed as of the last day of each
calendar month, obtained by dividing (a) the aggregate Dilutions occurring
during such month by (b) the aggregate Outstanding Balance of Pool Receivables
as of the last day of such month.


                    “Pool
Receivable” means a Receivable in the Receivables Pool.


                    “Pooled
Commercial Paper” means all short-term Commercial Paper issued by
such Purchaser from time to time, subject to any pooling arrangement by such
Purchaser, but excluding short-term Commercial Paper issued by such Purchaser
both for a tenor and in an amount specifically requested by any Person in
connection with any receivables purchase facility effected by such Purchaser.


                    “Purchase
Agreement” means the Amended and Restated Purchase and Contribution
Agreement, dated the date of the Agreement, between the Originators, as sellers,
and United Rental Receivables LLC II, as buyer, as the same may be amended,
modified or restated from time to time.


                    “Purchase
Limit” means $325,000,000, as such amount may be reduced pursuant to
Section 1.01(b). References to the unused portion of the Purchase Limit
shall mean, at any time, the Purchase Limit, as then reduced pursuant to
Section 1.01(b), minus the then outstanding Capital of Receivable Interests
under the Agreement.


                    “Purchase
Request” means a request, substantially in the form of Annex E hereto,
delivered by the Seller pursuant to Section 1.02 of the Agreement.


                    “Purchaser”
means (i) Atlantic Asset Securitization LLC and any successor or assign of such
Purchaser that is a receivables investment company that in the ordinary course
of its business issues commercial paper or other securities to fund its
acquisition and maintenance of receivables and (ii) Liberty Street Funding LLC
and any successor or assign of such Purchaser that is a receivables investment
company that in the ordinary course of its business issues commercial paper or
other securities to fund its acquisition and maintenance of receivables. 


                    “Purchaser
Agent” means (i) Calyon and its permitted successors and assigns as
Atlantic Purchaser Agent and (ii) Scotia Capital and its permitted successors
and assigns as Liberty Purchaser Agent.


                    “Purchaser
Agent’s Account” means (i) with respect to Calyon, the special account
(account number 01-25680-001-00-001, ABA No. 026008073) of Calyon maintained at
the office of Calyon and (ii) with respect to Scotia Capital, the special
account (account number 2158-13, ABA No. 026-002532) of Scotia Capital
maintained at the office of Scotia Capital. 


                    
“Qualified Intermediary” means United
Rentals Exchange, LLC, a qualified intermediary as defined in Treasury
Regulation Section 1.1031(k)-1(g)(4).


I-21






                    “Rating
Agency” means Standard & Poor’s, Moody’s or Fitch, or any successor
thereto.


                    “Receivable”
means the U.S. dollar denominated indebtedness of any Obligor resulting from
the provision or sale of goods or services to such Obligor by an Originator
under a Contract generated by the Originator in the ordinary course of its
business for which all actions required to be performed by the Originator have
been performed, and includes the right to payment of any sales tax, interest or
finance charges and other obligations of such Obligor with respect thereto,
which Receivable has been acquired or purported to be acquired by the Seller by
purchase or by capital contribution pursuant to the Purchase Agreement; provided
that “Receivable” shall not include any Equipment Sale Receivables. For the
avoidance of doubt, Receivables shall include ENB Receivables.


                    “Receivable
Interest” means, at any date of determination, an undivided percentage
ownership interest in (a) all then outstanding Pool Receivables arising prior
to the time of the most recent computation or recomputation of such undivided
percentage interest pursuant to Section 1.03, (b) all Related Security
with respect to such Pool Receivables and (c) all Collections with respect to,
and other proceeds of, such Pool Receivables and Related Security. Each
undivided percentage interest shall be computed as


	
 


	
C + YR + LR + CAFR +DR


	



	
NRPB





          where:


	
 

	
 

	
 

	
 


	
 

	
C

	
=

	
the Capital
  of each such Receivable Interest at the time of computation.


	
 

	
 

	
 

	
 


	
 

	
YR

	
=

	
the Yield
  Reserve of each such Receivable Interest at the time of computation.


	
 

	
 

	
 

	
 


	
 

	
LR

	
=

	
the Loss
  Reserve of each such Receivable Interest at the time of computation.


	
 

	
 

	
 

	
 


	
 

	
CAFR

	
=

	
the
  Collection Agent Fee Reserve of each such Receivable Interest at the time of computation.


	
 

	
 

	
 

	
 


	
 

	
DR

	
=

	
the Dilution
  Reserve of each such Receivable Interest at the time of computation.


	
 

	
 

	
 

	
 


	
 

	
NRPB

	
=

	
the Net
  Receivables Pool Balance at the time of computation.





I-22






Each
Receivable Interest shall be determined from time to time pursuant to the
provisions of Section 1.03.


                    “Receivables
Pool” means at any time the aggregation of each then outstanding Receivable,
payment of which is directed to one of the Collection Accounts specified in
Annex F hereto.


                    “Related
Bank” means (a) with respect to Atlantic, Calyon and each Eligible Assignee
that shall become a party to the Agreement as a Related Bank for Atlantic
pursuant to Section 7.03 of the Agreement and (b) with respect to Liberty,
Scotia Capital and each Eligible Assignee that shall become a party to the
Agreement as a Related Bank for Liberty pursuant to Section 7.03 of the Agreement.


                    “Related
Security” means with respect to any Receivable all of the Seller’s interest
in:


                    (a)
any goods (including returned goods) relating to any sale giving rise to such
Receivable;


                    (b)
all security interests or liens and property subject thereto from time to time
purporting to secure payment of such Receivable, whether pursuant to the
Contract related to such Receivable or otherwise, together with all financing
statements authorized or signed by an Obligor describing any collateral
securing such Receivable;


                    (c)
all guaranties, insurance and other agreements or arrangements of whatever
character from time to time supporting or securing payment of such Receivable
whether pursuant to the Contract related to such Receivable or otherwise; and


                    (d)
the Contract and all other books, records and other information (including,
without limitation, computer programs, tapes, discs, punch cards, data
processing software and related property and rights) relating to such
Receivable and the related Obligor.


                    “Repurchase
Date” has the meaning set forth in Section 1.12.


                    “Reserve
Dilution Ratio” means the percentage equivalent of a fraction, computed as
of the last day of each calendar month, obtained by dividing (a) the aggregate
Dilutions as of the last day of such month by (b) the aggregate amount of
newly generated Receivables during the two months prior to such month.


                    “Response
Deadline” has the meaning set forth in Section 1.13.


                    “ROA
Collections” means Collections that are not deposited directly into
lock-boxes, but rather that are received by the Collection Agent before being
deposited into a blocked account.


                    “Scheduled
Commitment Termination Date” has the meaning given to such term in Section
1.13(a).


I-23






                    “Scotia
Capital” has the meaning as set forth in the preamble to this Agreement and
its successors and assigns.


                    “Scotia
Capital Fee Agreement” means the separate fee agreement, of even date
herewith, pertaining to fees among the Seller and Scotia Capital as Liberty
Purchaser Agent, as the same may be amended or restated from time to time.


                    
“Senior Secured Leverage Ratio” has
the meaning specified in the Credit Agreement.


                    “Settlement
Day” for any Receivable Interest means the last day of the related
Settlement Period, or, for Pooled Commercial Paper, means the thirtieth day
from the last day of immediately preceding Settlement Period, provided,
that if such day is not a Business Day, the next following day that is a
Business Day.


                    “Settlement
Period” for any Receivable Interest means each period commencing on the
first day and ending on the last day of each Fixed Period for such Receivable
Interest and, on and after the Termination Date for such Receivable Interest,
such period (including, without limitation, a period of one day) as shall be
selected from time to time by the related Purchaser Agent or, in the absence of
any such selection, each period of thirty days from the last day of the
immediately preceding Settlement Period.


                    “Special
Branch Collections” means any Collections received by an Originator or the
Collection Agent at a branch of any Originator listed on Annex H.
Special Branch Collections are not ROA Collections.


                    “Standard
& Poor’s” means Standard & Poor’s, a division of The McGraw-Hill
Companies, Inc.


                    “Subsidiary”
of a specified Person means any corporation of which securities having ordinary
voting power to elect a majority of the board of directors or other persons
performing similar functions are at the time directly or indirectly owned by
such specified Person.


                    “Tangible
Net Worth” means at any time the excess of (a) the Outstanding Balance
of all Receivables plus cash and cash equivalents of the Seller, minus
(b) the sum of (i) the Outstanding Balance of such Receivables that have
become Defaulted Receivables, plus (ii) Capital, Yield Reserve, Loss
Reserve, Collection Agent Fee Reserve and Dilution Reserve, plus (iii) the
Deferred Purchase Price.


                    “Termination
Date” for any Receivable Interest in the Pool Receivables means (a) in
the case of a Receivable Interest in the Pool Receivables owned by an Investor,
the earlier of (i) the Business Day that the Seller or the related
Purchaser Agent so designates by notice to the other at least two Business Days
in advance for such Receivable Interest in the Pool Receivables and
(ii) the Commitment Termination Date and (b) in the case of a
Receivable Interest in the Pool Receivables owned by a Bank, the earlier of (i) the
Business Day that the Seller so designates by notice to the related Purchaser
Agent at least one Business Day in advance for such Receivable Interest in the
Pool Receivables and (iii) the Facility Termination Date.


I-24






                    “Term-out
Period” shall mean, with respect to any Purchaser, the period commencing on
the date, if any, on which such Purchaser establishes its Term-out Period
Account and makes the initial deposit therein pursuant to Section 1.13(b)
hereof and ending on the earlier of (i) Facility Termination Date, and (ii) the
date on which pursuant to Section 1.13(j) each Nonrenewing Purchaser agree to
enter into the Commitment Renewal and to make purchases under Section 1.02,
unless the Seller requests and such request is approved by the Purchasers in
their sole discretion to enter into a Subsequent Term-out Period.


                    “Term-out
Period Account” means, for any Purchaser, the Term-out Period Account in
the name of the Seller maintained by such Purchaser during the Term-out Period,
if any, and under the control and dominion of such Purchaser, to secure the
Seller’s obligation to repay the Term-out Period Advance made by such
Purchaser.


                    “Term-out
Period Account Funded Incremental Purchase” means any Incremental Purchase
made by a Purchaser which is funded by a withdrawal from such Purchaser’s
Term-out Period Account.


                    “Term-out
Period Advance” shall mean, as of any date of determination in respect of
any Purchaser, the amount deposited by such Purchaser into such Purchaser’s
Term-out Period Account pursuant to Section 1.13(b) hereof minus any
Term-out Period Account Funded Incremental Purchases made by such Purchaser
plus any repayments or prepayments in respect of Capital that are paid to such
Term-out Period Account in accordance with Section 1.13 hereof. The term
“Term-out Period Advance” does not include any Term-out Period Account
Funded Incremental Purchase.


                    “Term-out
Period Advance Margin” means, on any date of determination with respect to
Term-out Period Advances funded by Purchasers, 1.875%.


                    “Term-out
Period Advance Rate” means the rate per annum equal to the sum of (i) the
Eurodollar Rate plus (ii) the Term-out Period Advance Margin. The Term-out
Period Advance Rate shall be rounded, if necessary, to the next higher 1/16 of
1%.


                    “Transaction
Document” means any of the Agreement, each Fee Agreement, the Performance
Undertaking Agreement, the Purchase Agreement and all other agreements and
documents delivered and/or related hereto or thereto.


                    “UCC”
means the Uniform Commercial Code as from time to time in effect in the
applicable jurisdiction.


                    “United
Rentals” means United Rentals, Inc. and its successors and permitted
assigns.


                    
“Weekly Report” means a report, in substantially the form of Annex G-1
hereto, furnished by the Collection Agent to the Administrative Agent and each
Purchaser Agent pursuant to Article IV of the Agreement.


I-25






                    “Yield”
means:


                    (a)
for each Receivable Interest for any Fixed Period to the extent a Purchaser
will be funding such Receivable Interest during such Fixed Period through the
issuance of commercial paper,


IR x C x
ED + LF      

360


                    (b)
for each Receivable Interest for any Fixed Period, to the extent the Investors
will not be funding such Receivable Interest during such Fixed Period through
the issuance of commercial paper or the Banks will be funding such Receivable
Interest,


AR x C x
ED + LF
      
360


                    (c)
for each Receivable Interest purchased during the Term-out Period 


TR x C x
ED + LF
      
360


                    
where:


	
 

	
 

	
 

	
 


	
 

	
AR

	
=

	
the Assignee
  Rate for such Receivable Interest for such Fixed Period


	
 

	
 

	
 

	
 


	
 

	
C

	
=

	
the Capital
  of such Receivable Interest during such Fixed Period


	
 

	
 

	
 

	
 


	
 

	
ED

	
=

	
the actual
  number of days elapsed during such Fixed Period


	
 

	
 

	
 

	
 


	
 

	
IR

	
=

	
the Investor
  Rate for such Receivable Interest for such Fixed Period


	
 

	
 

	
 

	
 


	
 

	
LF

	
=

	
the
  Liquidation Fee, if any, for such Receivable Interest for such Fixed Period


	
 

	
 

	
 

	
 


	
 

	
TR

	
=

	
the Term-out
  Period Advance Rate for such Receivable Interest for such Fixed Period;





provided,
that no provision of the Agreement shall require the payment or permit the
collection of Yield in excess of the maximum permitted by applicable law; and provided
further that Yield for any Receivable Interest shall not be considered
paid by any distribution to the extent that at any time all or a portion of
such distribution is rescinded or must otherwise be returned for any reason.


                    “Yield
Reserve” for any Receivable Interest at any time means the sum of (a) the
then accrued and unpaid Yield for such Receivable Interest and (b) an amount
equal to the product of (i) a stress factor of 2.25, (ii) the Capital of such
Receivable Interest on such date, (iii) the Alternate Base Rate for such
Receivable Interest for a 30-day Fixed Period deemed to commence on such date
and (iv) a fraction having Days Sales Outstanding as its numerator and 360 as
its denominator.


I-26






- - - - - -


                    Other
Terms. All accounting terms not specifically defined herein shall be
construed in accordance with generally accepted accounting principles. All
terms used in Article 9 of the UCC in the State of New York, and not
specifically defined herein, are used herein as defined in such Article 9.


I-27






EXHIBIT II


CONDITIONS OF PURCHASES


          1.
Conditions Precedent to Initial Purchase. The initial purchase of a
Receivable Interest in the Pool Receivables under this Amended and Restated
Agreement is subject to the conditions precedent that the Administrative Agent
and each Purchaser Agent shall have received on or before the date of such
purchase the following, each (unless otherwise indicated) dated such date, in
form and substance satisfactory to the Administrative Agent and each Purchaser
Agent:


                    (a)
A certificate of the Secretary or Assistant Secretary of the Seller and each
Originator certifying (i) copies of the resolutions of the Board of Directors
of the Seller and such Originator approving the applicable Transaction
Documents, (ii) copies of all documents evidencing other necessary corporate
action and governmental approvals, if any, with respect to the Transaction
Documents, (iii) the by-laws of the Seller and each Originator and (iv) the
names and true signatures of the officers of the Seller and each Originator
authorized to sign the Transaction Documents to be signed by it hereunder.
Until the Administrative Agent and each Purchaser Agent receives a subsequent
incumbency certificate from the Seller or each Originator, as the case may be,
the Administrative Agent and each Purchaser Agent shall be entitled to rely on
the last such certificate delivered to it by the Seller or such Originator.


                    (b)
A certificate of the Secretary or Assistant Secretary of the Parent certifying
(i) copies of the resolutions of the Board of Directors of the Parent approving
the Performance Undertaking Agreement, (ii) copies of all documents evidencing
other necessary corporate action and governmental approvals, if any, with
respect to the Performance Undertaking Agreement and (iii) the names and true
signatures of the officers thereof authorized to sign the Performance
Undertaking Agreement.


                    (c)
A copy of the certificate or articles of incorporation of the Seller, certified
as of a recent date by the Secretary of State or other appropriate official of
the state of its organization, and a certificate as to the good standing of the
Seller from such Secretary of State or other official, dated as of a recent
date.


                    (d)
Acknowledgment copies or time stamped receipt copies of proper financing
statements, duly filed on or before the date of such initial purchase under the
UCC of all jurisdictions necessary to perfect the ownership and security
interests contemplated by the Agreement and the Purchase Agreement.


                    (e)
Acknowledgment copies, or time stamped receipt copies of proper financing statements,
if any, necessary to release all security interests and other rights of any
Person in the Collateral previously granted by the Seller or the Originators,
except for those financing statements related to any Permitted Liens.


                    (f)
Evidence of payment by the Seller of all accrued and unpaid fees (including
those contemplated by the Fee Agreements), costs and expenses to the extent
then due and payable on the date thereof, including any such costs, fees and
expenses arising under or referenced in Section 7.04(b) of the Agreement and
the Fee Agreements.


II-1






                    (g)
Completed UCC search reports, dated on or within one month before the date of
this Agreement, listing the financing statements filed in all applicable
jurisdictions referred to in clause (d) above that name any Originator or the
Seller as debtor, together with copies of such other financing statements that
were filed on any date after May 6, 2003 for United (NA), May 8, 2003 for the
Buyer, April 13, 2003 for United Rentals Southeast, L.P., and April 15, 2003
for United Rentals Northwest, Inc., and similar search reports with respect to
judgment liens, federal tax liens and liens of the Pension Benefit Guaranty
Corporation in such jurisdictions, as the Administrative Agent or any Purchaser
Agent may request, showing no Adverse Claims on any Pool Receivable.


                    (h)
Copies of the executed Controlled Account Agreement with the Controlled Account
Bank.


                    (i)
Letters from each of the Rating Agencies then rating the Commercial Paper of
each Purchaser confirming the rating of such Commercial Paper after giving
effect to the transaction contemplated by the Agreement and the Transaction
Documents.


                    (j)
A favorable opinion of counsel for the Seller and the Originators, in form and
substance satisfactory to the Administrative Agent and each Purchaser Agent.


                    (k)
A favorable opinion of counsel for the Parent, in form and substance
satisfactory to the Administrative Agent and each Purchaser Agent.


                    (l)
An executed copy of the Fee Agreements.


                    (m)
An executed copy of each of the Transaction Documents.


                    (n)
An executed copy of the Parent Undertaking Agreement.


                    (o)
[Reserved]


                    (p)
Each Pool Receivable included in the calculation of Eligible Receivables is an
Eligible Receivable.


          2.
Conditions Precedent to All Purchases and Reinvestments. Each purchase
of (including the initial purchase), each reinvestment in the Pool Receivables,
each Term-out Advance and each withdrawal from each Term-out Period Account
shall be subject to the further conditions precedent that


                    (a)
in the case of each purchase, the Collection Agent shall have delivered to the
Administrative Agent and each Purchaser Agent on or prior to such purchase, in
form and substance satisfactory to the Administrative Agent and each Purchaser
Agent, a completed Monthly Report, Weekly Report and Daily Report, when
applicable, containing information covering the most recently ended calendar
month and demonstrating that after giving effect to such purchase no Event of
Termination or Incipient Event of Termination under paragraph (i) of
Exhibit V would occur;


II-2






                    (b)
on the date of such purchase or reinvestment pursuant to
Section 1.04(b)(ii) of the Agreement, the following statements shall be
true (and acceptance of the proceeds of such purchase or reinvestment shall be
deemed a representation and warranty by the Seller that such statements are
then true), except that the statement in clause (iii) below is required to be
true only if such purchase or reinvestment is by an Investor:


	
 

	
 


	
 

	
                    (i)
  the representations and warranties contained in Exhibit III are
  correct on and as of the date of such purchase or reinvestment as though made
  on and as of such date,


	
 

	
 


	
 

	
                    (ii)
  no event has occurred and is continuing, or would result from such purchase or
  reinvestment, that constitutes an Event of Termination or an Incipient Event
  of Termination, and


	
 

	
 


	
 

	
                    (iii)
  the Administrative Agent shall not have given the Seller at least one
  Business Day’s notice that the Investors have terminated the reinvestment of
  Collections in Receivable Interests; and





                    (c)
in the case of each purchase, the Administrative Agent and each Purchaser Agent
shall have received a Purchase Request and such other approvals, opinions or
documents as it may reasonably request.


II-3






EXHIBIT III


REPRESENTATIONS AND WARRANTIES


                    The
Seller represents and warrants as follows:


                    (a)
The Seller is a limited liability company duly formed, validly existing and in
good standing only under the laws of Delaware, and is duly qualified to do
business, and is in good standing, in every jurisdiction where the nature of
its business requires it to be so qualified.


                    (b)
The execution, delivery and performance by the Seller of each Transaction
Document to which it is a party (i) are within the Seller’s limited
liability company powers, (ii) have been duly authorized by all necessary
corporate action, (iii) do not contravene (1) the Seller’s certificate of
formation and limited liability company agreement, (2) any law, rule or
regulation applicable to the Seller, (3) any contractual restriction
binding on or affecting the Seller or its property, the violation of which
could reasonable be expected to have a Material Adverse Effect on the
collectibility of any Pool Receivable or a Material Adverse Effect on Seller or
(4) any order, writ, judgment, award, injunction or decree binding on or
affecting the Seller or its property, and (iv) do not result in or require the
creation of any Adverse Claim upon or with respect to any of its properties
(except for the interest created pursuant to the Agreement). Each of the
Transaction Documents to which it is a party has been duly executed and
delivered by a duly authorized officer of the Seller.


                    (c)
No authorization or approval or other action by, and no notice to or filing
with, any governmental authority or regulatory body is required for the due
execution, delivery and performance by the Seller of the Transaction Documents
to which it is a party, except for the filing of UCC financing statements that
are referred to therein other than those which have been obtained; provided,
that the right of any assignee of a Receivable the obligor of which is a
Government Obligor to enforce such Receivable directly against such obligor may
be restricted by the Federal Assignment of Claims Act or any similar applicable
Law to the extent the Originator thereof or the Seller shall not have complied
with the applicable provisions of any such Law in connection with the
assignment or subsequent reassignment of any such Receivable. 


                    (d)
Each of the Transaction Documents to which it is a party constitutes the legal,
valid and binding obligation of the Seller enforceable against the Seller in
accordance with its terms, subject to bankruptcy, insolvency, reorganization,
moratorium and other similar laws affecting creditors’ rights generally and
general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law).


                    (e)
The consolidated balance sheets of United Rentals and its Subsidiaries as at
the end of its most recent fiscal year, and the related consolidated statements
of income and retained earnings of United Rentals and its Subsidiaries for such
fiscal year, copies of which have been furnished to the Administrative Agent
and each Purchaser Agent, fairly present in all material respects the
consolidated financial condition of United Rentals and its Subsidiaries as at
such date and the consolidated results of the operations of United Rentals and
its Subsidiaries for the period ended on such date, all in accordance with
generally accepted accounting principles consistently applied, and since the
end of its most recent fiscal year there has been no material adverse change in
the business, operations, property or financial condition of United Rentals or
its Subsidiaries. Notwithstanding the foregoing, in the event the due date for
delivery of such financials is waived or extended with respect to the Revolving
Loans pursuant to the Credit Agreement and at such time both Calyon and Scotia
Capital are Revolving Credit Lenders thereunder, such waiver or extension will
be deemed to have been made with respect to the delivery of such financials
under this Agreement. Since the formation of the Seller, there has been no
material adverse change in the business, operations, property or financial or
other condition of the Seller.


III-1






                    (f)
There is no pending or, to the Seller’s knowledge, threatened action or
proceeding affecting United Rentals or any of its Subsidiaries before any
court, governmental agency or arbitrator that may materially adversely affect
the financial condition or operations of United Rentals or any of its
Subsidiaries or the ability of the Seller or United Rentals to perform their
respective obligations under the Transaction Documents, or which purports to
affect the legality, validity or enforceability of the Transaction Documents.
To the Seller’s knowledge, neither United Rentals nor any Subsidiary is in
default with respect to any order of any court, arbitration or governmental
body except for defaults with respect to orders of governmental agencies that
defaults are not material to the business or operations of United Rentals and
its Subsidiaries, taken as a whole.


                    (g)
No proceeds of any purchase or reinvestment will be used to acquire any equity
security of a class that is registered pursuant to Section 12 of the Securities
Exchange Act of 1934.


                    (h)
The Seller is the legal and beneficial owner of the Pool Receivables and
Related Security free and clear of any Adverse Claim (other than any Adverse
Claim arising hereunder, under the Purchase and Contribution Agreement or any
other Transaction Document, and other than Permitted Liens). Upon each purchase
of or reinvestment in a Receivable Interest, the Investors or the Banks, as the
case may be, shall acquire a valid and perfected undivided percentage ownership
interest or first priority security interest to the extent of the pertinent
Receivable Interest in each Pool Receivable then existing or thereafter arising
and in the Related Security and Collections with respect thereto; provided,
that the right of any assignee of a Receivable the obligor of which is a
Government Obligor to enforce such Receivable directly against such obligor may
be restricted by the Federal Assignment of Claims Act or any similar applicable
Law to the extent the Originator thereof or the Seller shall not have complied
with the applicable provisions of any such Law in connection with the
assignment or subsequent reassignment of any such Receivable, other than
Permitted Liens. No effective financing statement or other instrument similar
in effect covering any Contract or any Pool Receivable or the Related Security
or Collections with respect thereto is on file in any recording office, except
those filed in favor of the Administrative Agent relating to the Agreement and
those filed pursuant to the Purchase Agreement and those related to the
Permitted Liens.


                    (i)
Each Monthly Report, Weekly Report and Daily Report (if prepared by the Seller,
or to the extent that information contained therein is supplied by the Seller),
information, exhibit, financial statement, document, book, record or report
furnished at any time by or on behalf of the Seller to the Administrative
Agent, the Purchaser Agents, the Investors or the Banks in connection with the
Agreement is true, complete and accurate in all material respects as of its
date or (except as otherwise disclosed to the Administrative Agent, the
Purchaser Agents, the Investors or the Banks, as the case may be, at such time)
as of the date so furnished.


III-2






                    (j)
The principal place of business and chief executive office of the Seller and
the office where the Seller keeps its records concerning the Pool Receivables
are located at the address or addresses referred to in paragraph (b) of Exhibit IV.


                    (k)
The names and addresses of all the Controlled Account Bank, together with the
account numbers of the Controlled Account of the Seller at such Controlled
Account Bank, are specified in Annex F hereto (or at such other
Controlled Account Bank and/or with such other Controlled Account as have been
notified to the Administrative Agent in accordance with the Agreement).


                    (l)
The Seller is not known by and does not use any tradename or doing-business-as
name.


                    (m)
The Seller was formed on December 15, 2000 and the Seller did not engage
in any business activities prior to the date of the Agreement other than those
relating to the transactions evidenced by the Former Deal Documents and the
documents amended and restated thereby. The Seller has no Subsidiaries.


                    (n)
(i) The fair value of the property of the Seller is greater than the total
amount of liabilities, including contingent liabilities, of the Seller, (ii) the
present fair salable value of the assets of the Seller is not less than the
amount that will be required to pay all probable liabilities of the Seller on
its Debts as they become absolute and matured, (iii) the Seller does not
intend to, and does not believe that it will, incur Debt or liabilities beyond
the Seller’s abilities to pay such Debt and liabilities as they mature and
(iv) the Seller is not engaged in a business or a transaction, and is not
about to engage in a business or a transaction, for which the Seller’s property
would constitute unreasonably small capital.


                    (o)
With respect to each Pool Receivable, the Seller (i) shall have received
such Pool Receivable as a contribution to the capital of the Seller by the
Originators or (ii) shall have purchased such Pool Receivable from the
Originators in exchange for payment (made by the Seller to the Originators in
accordance with the provisions of the Purchase Agreement) of cash in an amount
that constitutes fair consideration and reasonably equivalent value. Each such
sale referred to in clause (ii) of the preceding sentence shall not have
been made for or on account of an antecedent Debt owed by the Originators to
the Seller and no such sale is voidable or subject to avoidance under any
section of the Federal Bankruptcy Code.


                    (p)
Each ENB Receivable has been originated pursuant to the terms of a Contract
substantially similar to the form of Contract attached hereto as Annex I as
amended from time to time by the Seller with notice to the Purchaser Agents; provided,
that if any amendment to the form of Contract attached as Annex I hereto
adversely affects the enforceability of ENB Receivables or the interests of the
Seller or the Purchasers therein, such amendment shall require the written
consent of the Purchaser Agents.


III-3






EXHIBIT IV


COVENANTS OF THE SELLER


                    Until
the latest of the Facility Termination Date, the date on which no Capital of or
Yield on any Receivable Interest shall be outstanding or the date all other
amounts owed by the Seller hereunder to the Investors, the Banks, the
Administrative Agent or the Purchaser Agents are paid in full:


                    (a)
Compliance with Laws, Etc. The Seller will comply in all material
respects with all applicable laws, rules, regulations and orders and preserve
and maintain its existence, rights, franchises, qualifications, and privileges
except to the extent that the failure so to comply with such laws, rules and
regulations or the failure so to preserve and maintain such existence, rights,
franchises, qualifications and privileges would not materially adversely affect
the collectibility of the Receivables Pool or the ability of the Seller to
perform its obligations under the Transaction Documents.


                    (b)
Offices, Records and Books of Account. The Seller will keep its
principal place of business and chief executive office and the office where it
keeps its records concerning the Pool Receivables (and all original documents
relating thereto) at the address of the Seller set forth in Section 7.02 of the
Agreement or, upon 30 days’ prior written notice to the Administrative Agent,
at any other locations in jurisdictions where all actions reasonably requested
by the Administrative Agent to protect and perfect the interest in the
Collateral have been taken and completed. The Seller also will maintain and
implement administrative and operating procedures (including, without
limitation, an ability to recreate records evidencing Pool Receivables and
related Contracts in the event of the destruction of the originals thereof),
and keep and maintain all documents, books, records and other information
reasonably necessary or advisable for the collection of all Pool Receivables
(including, without limitation, records adequate to permit the daily
identification of each Pool Receivable and all Collections of and adjustments
to each existing Pool Receivable).


                    (c)
Performance and Compliance with Contracts and Credit and Collection Policy.
The Seller will require, at its expense, that each Originator will timely and
fully perform and comply with all material provisions, covenants and other
promises required to be observed by it under the Contracts related to the Pool
Receivables, and timely and fully comply in all material respects with the
Credit and Collection Policy in regard to each Pool Receivable and the related
Contract.


                    (d)
Sales, Liens, Etc. The Seller will not sell, assign (by operation of law
or otherwise) or otherwise dispose of, or create or suffer to exist any Adverse
Claim upon or with respect to, the Seller’s undivided interest in any Pool
Receivable, Related Security, Controlled Account or Collections, or upon or
with respect to any account to which any Collections of any Pool Receivables
are sent, or assign any right to receive income in respect thereof, except to
the extent of any Permitted Liens. The Seller will not grant or suffer to exist
any lien, security interest or other charge or encumbrance or control over the
Collection Accounts.


IV-1






                    (e)
Extension or Amendment of Receivables. Except as provided in Section
4.02(c), the Seller will not, and will not permit the Collection Agent to, extend
the maturity or adjust the Outstanding Balance or otherwise modify the terms of
any Pool Receivable, or amend, modify or waive any term or condition of any
Contract related thereto.


                    (f)
Change in Business or Credit and Collection Policy. The Seller will not
make or permit any change in the character of its business or in the Credit and
Collection Policy that would, in either case, materially adversely affect the
collectibility of the Receivables Pool or the ability of the Seller to perform
its obligations under the Agreement.


                    (g)
Change in Payment Instructions to Obligors. The Seller will not make or
permit any change in the instructions to Obligors regarding payments to be made
to the Seller or the Collection Agent or payments to be made to the Controlled
Account Bank, unless the Administrative Agent shall have received notice of and
agreed to such change, other than a change related solely to instructions to
Obligors to pay to a new Controlled Account Bank and subject to a Controlled
Account Agreement.


                    (h)
Addition or Termination of Controlled Account Bank or Controlled Account
Agreement. The Seller will not add or terminate or cause or permit the
addition or termination of any bank as a Controlled Account Bank from those
listed in Annex F to the Agreement or terminate any Controlled Account
Agreement, unless the Administrative Agent shall have received notice of such
addition or termination of a Controlled Account Bank, notice of the termination
of the Controlled Account with any terminated Controlled Account Bank and
executed copies of Controlled Account Agreement with each newly added
Controlled Account Bank. The Seller will not permit any provision of any
Controlled Account Agreement to be changed, amended, modified or waived without
the prior written consent of the Administrative Agent.


                    (i)
Deposits to Controlled Account. The Seller will deposit, or cause to be
deposited, all Collections of Pool Receivables into the Collection Accounts,
and will cause all such Collections deposited to the Collection Accounts to be
transferred to the Controlled Account within one Business Day of its receipt
except to the extent otherwise permitted by the provisions of Section 1.04(a)
hereof. The Seller will not deposit or otherwise credit, or cause or permit to
be so deposited or credited, to the Collection Accounts or any Controlled
Account cash or cash proceeds other than Collections of Pool Receivables, and
with respect to the Collection Accounts, the proceeds of Equipment Sale
Receivables and to the limited extent permitted herein, Identifiable Combined
Assets.


                    (j)
Marking of Records. At its expense, the Seller will mark its master data
processing records evidencing Pool Receivables and related Contracts with a
legend evidencing that Receivable Interests related to such Pool Receivables
and related Contracts have been sold in accordance with the Agreement.


                    (k)
Reporting Requirements. The Seller will provide to the Administrative
Agent (in multiple copies, if requested by the Administrative Agent) the
following:


IV-2






	
 

	
 


	
 

	
                    (i)
  as soon as available and in any event within 45 days after the end of the
  first three quarters of each fiscal year of United Rentals, balance sheets of
  United Rentals, its Subsidiaries and the Seller as of the end of such quarter
  and statements of income and retained earnings of United Rentals, its
  Subsidiaries and the Seller for the period commencing at the end of the previous
  fiscal year and ending with the end of such quarter, certified by the chief
  financial officer of United Rentals; notwithstanding the foregoing, in the
  event the due date for delivery of such financials is waived or extended with
  respect to the Revolving Loans pursuant to the Credit Agreement and at such
  time both Calyon and Scotia Capital are Revolving Lenders thereunder, such
  waiver or extension will be deemed to have been made with respect to the
  delivery of such financials under this Agreement;


	
 

	
 


	
 

	
                    (ii)
  as soon as available and in any event within 90 days after the end of each
  fiscal year of United Rentals, a copy of the annual report for such year for
  United Rentals and its Subsidiaries, containing financial statements for such
  year audited by Ernst & Young or other independent public accountants
  acceptable to the Administrative Agent; notwithstanding the foregoing, in the
  event the due date for delivery of such financials is waived or extended with
  respect to the Revolving Loans pursuant to the Credit Agreement and at such
  time both Calyon and Scotia Capital are Revolving Lenders thereunder, such
  waiver or extension will be deemed to have been made with respect to the
  delivery of such financials under this Agreement;


	
 

	
 


	
 

	
                    (iii)
  as soon as possible and in any event within five days after the occurrence of
  each Event of Termination or Incipient Event of Termination, a statement of
  the chief financial officer of the Seller setting forth details of such Event
  of Termination or Incipient Event of Termination and the action that the
  Seller has taken and proposes to take with respect thereto;


	
 

	
 


	
 

	
                    (iv)
  promptly after the sending or filing thereof, copies of all reports that
  United Rentals sends to any of its securityholders, and copies of all reports
  and registration statements that United Rentals or any Subsidiary files with
  the Securities and Exchange Commission or any national securities exchange;


	
 

	
 


	
 

	
                    (v)
  promptly after the filing or receiving thereof, copies of all reports and
  notices that the Seller or any Affiliate files under ERISA with the Internal
  Revenue Service or the Pension Benefit Guaranty Corporation or the U.S.
  Department of Labor or that the Seller or any Affiliate receives from any of
  the foregoing or from any multiemployer plan (within the meaning of Section
  4001(a)(3) of ERISA) to which the Seller or any Affiliate is or was, within
  the preceding five years, a contributing employer, in each case in respect of
  the assessment of withdrawal liability or an event or condition that could,
  in the aggregate, result in the imposition of liability on the Seller and/or
  any such Affiliate in excess of $1,000,000;


	
 

	
 


	
 

	
                    (vi)
  at least ten Business Days prior to any change in the name of an Originator
  or the Seller, a notice setting forth the new name and the effective date
  thereof and UCC3 amendments to all UCC1 financing statements filed in
  connection with the Transaction Documents;





IV-3






	
 

	
 


	
 

	
                    (vii)
  promptly after the Seller obtains knowledge thereof, notice of any “Event
  of Termination” or “Facility Termination Date” under the Purchase
  Agreement;


	
 

	
 


	
 

	
                    (viii)
  so long as any Capital shall be outstanding, as soon as possible and in any
  event no later than the day of occurrence thereof, notice that the
  Originators have stopped selling or contributing to the Seller, pursuant to
  the Purchase Agreement, all newly arising Receivables;


	
 

	
 


	
 

	
                    (ix)
  at the time of the delivery of the financial statements provided for in
  clauses (i) and (ii) of this paragraph, a certificate of the chief
  financial officer or the treasurer of the Seller to the effect that, to the
  best of such officer’s knowledge, no Event of Termination has occurred and is
  continuing or, if any Event of Termination has occurred and is continuing,
  specifying the nature and extent thereof;


	
 

	
 


	
 

	
                    (x)
  promptly after receipt thereof, copies of all consents requested from the
  Seller by, and all notices or other documents received by the Seller from,
  any Originator under the Purchase Agreement;


	
 

	
 


	
 

	
                    (xi)
  promptly, from time to time, such other information, documents, records or
  reports respecting the Receivables or the condition or operations, financial
  or otherwise, of the Seller as the Administrative Agent may from time to time
  reasonably request;


	
 

	
 


	
 

	
                    (xii)
  promptly after the Seller obtains knowledge thereof, notice of any (a)
  litigation, investigation or proceeding that may exist at any time between
  the Seller or the Originators and any governmental authority that, in either
  case, if not cured or if adversely determined, as the case may be, would have
  a Material Adverse Effect on the business, operations, property or financial
  or other condition of the Seller or the Originators; (b) litigation or
  proceeding adversely affecting the Seller’s or an Originator’s ability to
  perform its obligations under a Transaction Document or (c) litigation or
  proceeding adversely affecting the Seller or the Originators which, if
  adversely determined, could reasonably be expected to have a Material Adverse
  Effect and not covered by insurance or in which injunctive or similar relief
  is sought; and


	
 

	
 


	
 

	
                    (xiii)
  promptly after the occurrence thereof, notice of a material adverse change in
  the business, operations, property or financial condition of the Seller or
  the Collection Agent or the Parent.





          The
reporting requirements set forth above are satisfied by filing any of the
documentation specified in (i), (ii) and (iv) with the Securities and Exchange
Commission through the EDGAR electronic filing system.


                    (l)
Corporate Separateness. (i) The Seller shall at all times maintain at least two
independent directors each of whom (x) is not currently and has not been
during the five years preceding the date of the Agreement an officer, director
or employee of, or a major vendor or supplier of services to, an Affiliate of
the Seller or any Other Corporation, (y) is not a current or former
officer or employee of the Seller and (z) is not a stockholder of any
Other Corporation or any of their respective Affiliates.


IV-4






	
 

	
 


	
 

	
                    (i)
  The Seller shall not direct or participate in the management of any of the
  Other Corporations’ operations.


	
 

	
 


	
 

	
                    (ii)
  The Seller shall conduct its business from an office separate from that of
  the Other Corporations (but which may be located in the same facility as one
  or more of the Other Corporations). The Seller shall have stationery and other
  business forms and a mailing address and a telephone number separate from
  that of the Other Corporations.


	
 

	
 


	
 

	
                    (iii)
  The Seller shall at all times be adequately capitalized in light of its
  contemplated business.


	
 

	
 


	
 

	
                    (iv)
  The Seller shall at all times provide for its own operating expenses and
  liabilities from its own funds.


	
 

	
 


	
 

	
                    (v)
  The Seller shall maintain its assets and transactions separately from those
  of the Other Corporations and reflect such assets and transactions in
  financial statements separate and distinct from those of the Other
  Corporations and evidence such assets and transactions by appropriate entries
  in books and records separate and distinct from those of the Other
  Corporations. The Seller shall hold itself out to the public under the
  Seller’s own name as a legal entity separate and distinct from the Other
  Corporations. The Seller shall not hold itself out as having agreed to pay,
  or as being liable, primarily or secondarily, for, any obligations of the
  Other Corporations.


	
 

	
 


	
 

	
                    (vi)
  The Seller shall not maintain any joint account with any Other Corporation or
  become liable as a guarantor or otherwise with respect to any Debt or
  contractual obligation of any Other Corporation.


	
 

	
 


	
 

	
                    (vii)
  The Seller shall not make any payment or distribution of assets with respect
  to any obligation of any Other Corporation or grant an Adverse Claim on any
  of its assets to secure any obligation of any Other Corporation.


	
 

	
 


	
 

	
                    (viii)
  The Seller shall not make loans, advances or otherwise extend credit to any
  of the Other Corporations.


	
 

	
 


	
 

	
                    (ix)
  The Seller shall hold regular duly noticed meetings of its Managers and make
  and retain minutes of such meetings.


	
 

	
 


	
 

	
                    (x)
  The Seller shall have bills of sale (or similar instruments of assignment)
  and, if appropriate, UCC1 financing statements, with respect to all assets
  purchased from any of the Other Corporations.


	
 

	
 


	
 

	
                    (xi)
  The Seller shall not engage in any transaction with any of the Other
  Corporations, except as permitted by the Agreement and as contemplated by the
  Purchase Agreement.


	
 

	
 


	
 

	
                    (xii)
  The Seller shall comply with (and cause to be true and correct) each of the
  facts and assumptions contained in the opinion delivered pursuant to
  paragraph (h) of Exhibit II to the Agreement.





IV-5






                    (m)
Transaction Documents. The Seller will not amend, waive or modify any
provision of any of the Transaction Documents or waive the occurrence of any “Event
of Termination” under the Purchaser Agreement, without the prior written
consent of the Administrative Agent and each Purchaser Agent. The Seller will
perform all of its obligations under the Transaction Documents in all material
respects and will enforce the Transaction Documents in accordance with its
terms in all material respects.


                    (n)
Nature of Business. The Seller will not engage in any business other
than the purchase of Receivables, Related Security and Collections from the
Originators and the transactions contemplated by the Agreement. The Seller will
not create or form any Subsidiary.


                    (o)
Mergers, Etc. The Seller will not merge with or into or consolidate with
or into, or convey, transfer, lease or otherwise dispose of (whether in one
transaction or in a series of transactions), all or substantially all of its
assets (whether now owned or hereafter acquired) to, or acquire all or
substantially all of the assets or capital stock or other ownership interest
of, or enter into any joint venture or partnership agreement with, any Person.


                    (p)
Distributions, Etc. So long as a Purchaser’s Commercial Paper with
respect to this transaction are outstanding, the Seller will not declare or
make any dividend payment or other distribution of assets, properties, cash,
rights, obligations or securities on account of any shares of any class of
capital stock of the Seller, or return any capital to its shareholders as such,
or purchase, retire, defease, redeem or otherwise acquire for value or make any
payment in respect of any shares of any class of capital stock of the Seller or
any warrants, rights or options to acquire any such shares, now or hereafter
outstanding; provided, however, that the Seller may declare and
pay cash dividends on its capital stock to its shareholders so long as
(i) no Event of Termination shall then exist or would occur as a result
thereof, (ii) such dividends are in compliance with all applicable law
including the corporate law of the state of the Seller’s incorporation, and
(iii) such dividends have been approved by all necessary and appropriate
corporate action of the Seller.


                    (q)
Debt. The Seller will not incur any Debt, other than any Debt incurred
pursuant to the Agreement, the Purchase Agreement or the Fee Agreements.


                    (r)
Limited Liability Agreement. The Seller will not amend or delete
Sections 7 to 10, 16, 20 to 25 or 30 of its limited liability agreement.


                    (s)
Tangible Net Worth. The Seller will maintain Tangible Net Worth at all
times equal to at least 3% of the Outstanding Balance of the Receivables at
such time. 


IV-6






EXHIBIT V


EVENTS OF TERMINATION


                    Each
of the following, unless waived in writing by the Purchaser Agents (other than
as set forth in paragraphs (g) and (i) which cannot be waived), shall be an “Event
of Termination”:


                    (a)
A Collection Agent Default shall have occurred; or 


                    (b)
The Seller shall fail (i) to transfer or cause to be transferred to the
Administrative Agent when requested any rights, pursuant to the Agreement, of
the Collection Agent or (ii) to make any payment required under
Section 1.04; or


                    (c)
Any representation or warranty made or deemed made by the Seller (or any of
their respective officers) pursuant to the Agreement or any other Transaction
Document or any information or report delivered by the Seller pursuant to the
Agreement or any other Transaction Document shall prove to have been incorrect
or untrue in any material respect when made or deemed made or delivered; or


                    (d)
The Seller shall fail to perform or observe any other term, covenant or
agreement contained in the Agreement or in any other Transaction Document on
its part to be performed or observed and any such failure shall remain
unremedied for ten days after written notice thereof shall have been given to
the Seller by the Administrative Agent or any Purchaser Agent (or, with respect
to a failure to deliver the Monthly Report, the Weekly Report or the Periodic
Report pursuant to the Agreement, such failure shall remain unremedied for five
days or one Business Day, respectively, without a requirement for notice); or


                    (e)
The Seller shall fail to pay any principal of or premium or interest on any of
its Debt that is outstanding in a principal amount of at least $25,000,000 in
the aggregate when the same becomes due and payable (whether by scheduled
maturity, required prepayment, acceleration, demand or otherwise), and such
failure shall continue after the applicable grace period, if any, specified in
the agreement or instrument relating to such Debt; or any other event shall
occur or condition shall exist under any agreement or instrument relating to
any such Debt and shall continue after the applicable grace period, if any,
specified in such agreement or instrument, if the effect of such event or condition
is to accelerate, or to permit the acceleration of, the maturity of such Debt;
or any such Debt shall be declared to be due and payable, or required to be
prepaid (other than by a regularly scheduled required prepayment), redeemed,
purchased or defeased, or an offer to repay, redeem, purchase or defease such
Debt shall be required to be made, in each case prior to the stated maturity
thereof; or 


                    (f)
Any purchase or any reinvestment pursuant to the Agreement shall for any reason
(other than pursuant to the terms hereof) cease to create, or any Receivable
Interest shall for any reason cease to be, a valid and perfected undivided
percentage ownership or first priority security interest to the extent of the
pertinent Receivable Interest in each applicable Pool Receivable and the
Related Security and Collections with respect thereto free and clear of any
Adverse Claim except for any Permitted Liens; or the security interest created
pursuant to Section 1.09 shall for any reason cease to be a valid first
priority perfected security interest in the collateral security referred to in
that section free and clear of any Adverse Claim, except for any Permitted
Liens; or


V-1






                    (g)
The Seller shall generally not pay its debts as such debts become due, or shall
admit in writing its inability to pay its debts generally, or shall make a
general assignment for the benefit of creditors or file a notice of intention
to make a proposal to some or all of its creditors; or any proceeding shall be
instituted by or against the Seller seeking liquidation, winding up,
reorganization, arrangement, adjustment, protection, relief, or composition of
it or its debts under any law relating to bankruptcy, insolvency or
reorganization or relief of debtors, or seeking the entry of an order for
relief or the appointment of a receiver, trustee, custodian or other similar
official for it or for any substantial part of its property and, in the case of
any such proceeding instituted against it (but not instituted by it), either
such proceeding shall remain undismissed or unstayed for a period of 30 days,
or any of the actions sought in such proceeding (including, without limitation,
the entry of an order for relief against, or the appointment of a receiver,
trustee, custodian or other similar official for, it or for any substantial
part of its property) shall occur; or the Seller shall take any corporate
action to authorize any of the actions set forth above in this paragraph (g);
or


                    (h)
As of the last day of any calendar month, either the Default Ratio shall exceed
9.50% or the three-month rolling average of the Default Ratio shall exceed
9.25%, or the Delinquency Ratio shall exceed 10.50% or the three-month rolling
average of the Delinquency Ratio shall exceed 10.25%, or the Dilution Ratio
shall exceed 3.25% or the Pool Balance Dilution Ratio shall exceed 3.00%; or at
any time, the Days Sales Outstanding shall exceed 66.5 days; or


                    (i)
The sum of the Receivable Interests shall for a period of two Business Days be
greater than 100%; or


                    (j)
There shall have occurred any material adverse change in the business,
operations, property or financial condition of the Seller or the Parent since
the last publicly filed financial statements; or there shall have occurred any
event that could reasonably be expected to materially adversely affect (as
determined by the Banks in their sole and absolute discretion) the
collectibility of the Receivables Pool or the ability of the Seller or the
Collection Agent to collect Pool Receivables or otherwise perform its
obligations under the Agreement; or


                    (k)
An “Event of Termination” or “Facility Termination Date” shall
occur under the Purchase Agreement or any other Transaction Document shall
cease to be in full force and effect; or


                    (l)
All of the outstanding membership interests of the Seller shall cease to be
owned, directly or indirectly, by United Rentals; or


                    (m)
The Outstanding Balance of all
Receivables (based on the most recent Weekly Report) shall for any two
consecutive Business Days be less than 108% of the aggregate outstanding
Capital (based on the most recent Weekly Report), Yield Reserve, Loss Reserve,
Collection Agent Fee Reserve and Dilution Reserve (each as shown in the most
recent Monthly Report) and the Seller shall not have cured such event within
two Business Days after the date of delivery of the Weekly Report to the
Administrative Agent and the Purchaser Agents or the date such Weekly Report
should have been delivered; or


V-2






                    (n)
the aggregate amount of Identifiable Combined Assets deposited in the
Collection Accounts during any one-month period (without double counting for
transfers of funds between such accounts), as reported on any Monthly Report,
shall at any time be greater than 7.5% of the aggregate amount of Collections
received in respect of Receivables during the related month; or


                    (o)
the aggregate amount of Special Branch Collections received during any
one-month period as reported on any Monthly Report, shall at any time be
greater than 2.0% of the aggregate amount of Collections received in respect of
Receivables during such one-month period.


V-3






EXHIBIT VI


COLLECTION AGENT DEFAULTS


                    Each
of the following, unless waived in writing by the Purchaser Agents (other than
as set forth in paragraph (e) which cannot be waived), shall be a “Collection
Agent Default”:


                    (a)
The Collection Agent (if United Rentals or any of its Affiliates) (i) shall
fail to perform or observe any term, covenant or agreement under the Agreement
(other than as referred to in clause (ii) of this paragraph (a)) and such failure
shall remain unremedied for three (3) Business Days or (ii) shall fail to make
when due any payment or deposit to be made by it under the Transaction
Documents (or, in the case of a default in payment or deposit of an amount less
that $10,000, resulting solely from an administrative error or omission by the
Collection Agent, such default continues for a period of one (1) Business Day);
or


                    (b)
The Collection Agent shall fail to transfer to the Administrative Agent when
requested any rights, pursuant to the Agreement, which it then has as
Collection Agent; or


                    (c)
Any representation or warranty made or deemed made by the Collection Agent (or
any of their respective officers) pursuant to the Agreement or any other Transaction
Document or any information or report delivered by the Collection Agent
pursuant to the Agreement or any other Transaction Document shall prove to have
been incorrect or untrue in any material respect when made or deemed made or
delivered; or


                    (d)
The Collection Agent shall fail to pay any principal of or premium or interest
on any of its Debt that is outstanding in a principal amount of at least
$25,000,000 in the aggregate when the same becomes due and payable (whether by
scheduled maturity, required prepayment, acceleration, demand or otherwise),
and such failure shall continue after the applicable grace period, if any,
specified in the agreement or instrument relating to such Debt; or any other
event shall occur or condition shall exist under any agreement or instrument
relating to any such Debt and shall continue after the applicable grace period,
if any, specified in such agreement or instrument, if the effect of such event
or condition is to accelerate, or to permit the acceleration of, the maturity
of such Debt; or any such Debt shall be declared to be due and payable, or
required to be prepaid (other than by a regularly scheduled required
prepayment), redeemed, purchased or defeased, or an offer to repay, redeem,
purchase or defease such Debt shall be required to be made, in each case prior
to the stated maturity thereof; or 


                    (e)
The Collection Agent shall generally not pay its debts as such debts become
due, or shall admit in writing its inability to pay its debts generally, or
shall make a general assignment for the benefit of creditors or file a notice
of intention to make a proposal to some or all of its creditors; or any
proceeding shall be instituted by or against the Collection Agent seeking liquidation,
winding up, reorganization, arrangement, adjustment, protection, relief, or
composition of it or its debts under any law relating to bankruptcy, insolvency
or reorganization or relief of debtors, or seeking the entry of an order for
relief or the appointment of a receiver, trustee, custodian or other similar
official for it or for any substantial part of its property and, in the case of
any such proceeding instituted against it (but not instituted by it), either
such proceeding shall remain undismissed or unstayed for a period of 60 days,
or any of the actions sought in such proceeding (including, without limitation,
the entry of an order for relief against, or the appointment of a receiver,
trustee, custodian or other similar official for, it or for any substantial
part of its property) shall occur; or the Collection Agent shall take any
corporate action to authorize any of the actions set forth above in this
paragraph (e); or 


VI-1






                    (f)
There shall have occurred any material adverse change in the business,
operations, property or financial condition of the Collection Agent since the
last publicly filed financial statements; or there shall have occurred any
event that may materially adversely affect the collectibility of the Receivables
Pool or the ability of the Collection Agent to collect Pool Receivables or
otherwise perform its obligations under the Agreement; or


                    (g)
The rating of the long-term senior secured debt securities of United Rentals
(North America), Inc. is below B+ by Standard & Poor’s or below B2 by
Moody’s Investors Service, Inc.; or


                    (h)
A breach by the Collection Agent under the Credit Agreement of Fixed Charge
Coverage Ratio or Senior Secured Leverage Ratio; or


                    (i)
A Change of Control of the Collection Agent or of an Originator shall occur.


VI-2