Exhibit 10.3

MASTER
EXCHANGE AGREEMENT


          THIS MASTER LIKE-KIND EXCHANGE AGREEMENT
(“Agreement”) is made as of January 1, 2009 by and among United Rentals
Exchange, LLC, a Delaware limited liability company as Qualified Intermediary
(“Qualified Intermediary” or “QI”), IPX1031 LLC, a Delaware limited liability
company, (“Owner”), United Rentals (North America), Inc. a Delaware corporation
(“URNA”) and United Rentals Northwest, Inc., an Oregon corporation (“URNW” and,
together with URNA, the “Exchangers”).


RECITALS


          A.
Each Exchanger owns certain depreciable tangible personal property which it
uses productively in its trade or business or holds for investment (“Assets”);


          B.
In the course of its business, each Exchanger is continuously disposing of
Assets (singularly, a “Relinquished Property” and collectively, the
“Relinquished Properties”) and acquiring new Assets for lease or rental to
third parties or for use in its business (singularly, a “Replacement Property”
and collectively, the “Replacement Properties”);


          C.
Each Exchanger wishes to exchange one or more Relinquished Properties for an
interest in one or more Replacement Properties in a series of separate
like-kind exchanges with Qualified Intermediary, with each Exchange (as defined
herein below) qualifying for nonrecognition of gain under Section 1031 of the
Internal Revenue Code of 1986, as amended (“Section 1031”). Each Exchanger and
Qualified Intermediary contemplate that the qualified proceeds attributable to
the disposition of each such Relinquished Property (the “Qualified Proceeds”)
will be applied by Qualified Intermediary to acquire an interest in one or more
Replacement Properties, depending upon the acquisition cost of each Replacement
Property;


          D.  Each Exchanger and QI desire and intend that
Exchanges accomplished under this Agreement satisfy the requirements of a Like
Kind Exchange Program pursuant to Rev. Proc. 2003-39 section 3.02 and qualify
under one or more of the “safe harbors” of Rev. Proc. 2003-39, sections 4, 5,
and 6 (hereinafter referred to as an “LKE Program” or “Program” and
collectively, the “LKE Programs” or “Programs”);


          E.
Each Exchanger and QI hereby acknowledge and agree that the terms and
provisions set forth herein constitute the terms and provisions governing each
Exchange;


          F.
Each Exchanger and QI desire and intend this Agreement to satisfy the
requirement of a written agreement referred to in Treasury Regulations Section
1.1031(k)-1(g)(4)(iii)(B) and Rev. Proc. 2003-39, section 3.02(3) with respect
to the applicable Relinquished Property and the applicable Replacement
Property.


AGREEMENT


          NOW,
THEREFORE, in consideration of the premises and intending to be legally bound
hereby, the parties hereto agree as follows:






ARTICLE
I

DEFINITIONS


          The
following capitalized terms shall have the respective meanings assigned to
them:


          “Accounts”
means the following joint accounts, which QI and the Exchangers shall maintain
in the course of administering their obligations under this Agreement:


	
 

	
 

	
 


	
 

	
1)

	
“Exchange Account” shall mean an account or accounts
  (1) qualifying within the definition of “Joint Accounts” described in section
  5.02 of Rev. Proc. 2003-39, (2) 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).


	
 

	
 

	
 


	
 

	
2)

	
“Collection Account” shall mean an account or
  accounts (1) qualifying within the definition of “Joint Accounts” described
  in section 5.02 of Rev. Proc. 2003-39, and (2) maintained at a bank that
  processes funds collected on behalf of an Exchanger and QI from renters,
  Transferees, and other sources.


	
 

	
 

	
 


	
 

	
3)

	
“Disbursement Account” shall mean an account or
  accounts (1) qualifying within the definition of “Joint Accounts” described
  in section 5.02 of Rev. Proc. 2003-39 and (2) maintained at a bank that
  processes funds disbursed on behalf of an Exchanger and QI to Transferors and
  other parties.





          “Additional
Subsidies” means funds other than “Relinquished Property Proceeds” that the
applicable Exchanger may use for the acquisition of Replacement Property and to
make Non-Qualified Disbursements, which consist of (1) Available Proceeds;
and/or (2) funds deposited into the Accounts derived from other sources.


          “Agreement”
means this Master Exchange Agreement, together with all exhibits and schedules
hereto, as hereafter amended, restated, modified or supplemented in accordance
with its terms. 


          “Assets”
means depreciable tangible personal property which an Exchanger uses
productively in its trade or business or holds for investment.


          “Asset
Class” means the General Asset Class or Product Class (whichever is
applicable), as such terms are defined in Treasury Regulation Section
1.1031(j)-1, of items of Replacement Property and Relinquished Property
transferred or received by the applicable Exchanger pursuant to this Agreement.


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          “Available
Proceeds” means funds other than Relinquished Property Proceeds that the
applicable Exchanger may use for the acquisition of Replacement Property and to
make Non-Qualified Disbursements, consisting of (i) funds already in an Account
which no longer constitute Qualified Proceeds because either the Identification
Period has expired with no identification having been made or the Exchange
Period has expired and (ii) funds on deposit in the Exchange Account that no
longer constitute Qualified Proceeds because the applicable Exchanger has
received all of the Replacement Property to which it is entitled under this
Agreement in accordance with Section 1.1031(k)-1(g)(6)(iii) of the Treasury
Regulations.


          “Code”
means the Internal Revenue Code of 1986, as amended, modified, or renumbered
from time to time.


          “Cash
Payment” means the disbursement made by Qualified Intermediary to a
Transferor with respect to each replacement Asset designated as a Replacement
Property, regardless of the form of the disbursement, i.e., cash, wire
transfer, automated clearing house payment, or check.


          “Credit
Agreement” has the meaning set forth in Section 10.16 hereof.


          “Disbursement
Occurrence” shall mean any one of the following occurrences: (i) the
applicable Exchanger has not identified Replacement Property with respect to
any Relinquished Property on or before the end of the Identification Period
with respect to such Relinquished Property, or (ii) after the identification of
Replacement Property with respect to any Relinquished Property and the
expiration of the Identification Period with respect to such Relinquished
Property, the applicable Exchanger has received all of such identified
Replacement Property to which the Exchanger is entitled, or (iii) the
expiration of the Exchange Period for any Relinquished Property, or (iv) any
occurrence otherwise provided for in Section 1.1031(k)-1(g)(6)(iii)(B) of the
Treasury Regulations. 


          “Electronic
Funds Transfer” or “EFT” means any funds transfer initiated by an
electronic instruction, including any funds transfer via the Automated
Clearinghouse System, any wire transfer via the Federal Reserve System, or any
funds transfer completed through the Processing Bank’s electronic transfer
system.


          “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.


3






          “Exchange
Period” means, with respect to the Relinquished Property of an Exchanger
transferred in an Exchange, the period beginning on the date of disposition of
any Relinquished Property the net proceeds of which are deposited into the
Exchange Account, and ending at midnight on the earlier of (i) the 180th day
after that date (irrespective of whether such day is a weekend or holiday) or
(ii) the due date (including extensions) for such Exchanger’s federal income
tax return for the taxable year in which the transfer of the Relinquished
Property occurs, or (iii) such later date as is allowed pursuant to guidance
published by the Internal Revenue Service pursuant to Section 7508A of the
Internal Revenue Code, as amended, providing for postponement of the end of the
Exchange Period due to a Presidentially declared disaster and as provided in
Rev. Proc. 2007-56.


          “Exchangers”
has the meaning set forth in the preamble hereto.


          “Fee
Letter” means that certain fee engagement letter dated as of September 24,
2008 among the Exchangers and the QI.


          “Identification
Period” means, with respect to the Exchange Account established pursuant to
this Agreement, the period beginning on the date of disposition of any
Relinquished Property, the Qualified Proceeds of which are deposited into the
Exchange Account, and ending at midnight on the forty-fifth (45th)
day thereafter (irrespective of whether such day is a weekend or holiday) or
such later date is allowed pursuant to guidance published by the Internal
Revenue Service pursuant to Section 7508A of the Internal Revenue Code, as
amended, providing for postponement of the end of the Exchange Period due to a
Presidentially declared disaster and as provided in Rev. Proc. 2007-56. 


          “Non-Qualified
Disbursements” means disbursements for items other than the acquisition of
Replacement Property. 


          “Permitted
Investments” has the meaning set forth in the Credit Agreement but shall
not include any investments which are inconsistent with the provisions of
Treasury Regulation section 1.1031(k)-1(h)(1).


          “Person”
means any individual, corporation, trust, unincorporated organization, limited
liability company, governmental authority or any other form of entity.


          “Processing
Bank” means any bank at which any Collection Account, Disbursement Account
or Exchange Account is maintained as listed in Exhibit B (as may be
amended from time to time by mutual agreement by the applicable Exchanger and
QI).


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


          “Qualified
Proceeds” means Relinquished Property Proceeds received by QI that are
deposited into an Account.


          “Relinquished
Property” means, with respect to each Exchange, the relinquished Asset(s),
qualifying as “relinquished property or properties” within the meaning of
Treasury Regulation Section 1.1031(k)-1(a), disposed of by an Exchanger in a
like-kind exchange with Qualified Intermediary pursuant to this Agreement,
which such Exchanger so designates by notifying Qualified Intermediary and
Transferee of an assignment of a Relinquished Property Agreement, but only to
the extent the Qualified Proceeds therefrom are deposited into the Exchange
Account.


4






          “Relinquished
Property Agreement” means each agreement, by and between the applicable
Exchanger and Transferee(s), for the transfer of Relinquished Property to such
Transferee(s), either in existence on the date hereof or entered into during
the term of this Agreement.


          “Relinquished
Property Proceeds” means funds derived from or otherwise attributable to
the transfer of Relinquished Property, including any earnings thereon.


          “Relinquished
Property Subject to Liabilities” means any Relinquished Property that is
subject to (i) a requirement or obligation that debt secured by such
Relinquished Property must be repaid as a result of such Relinquished Property
being transferred and (ii) a requirement that the sale proceeds from the
disposition of such Relinquished Property be applied to satisfy the debt
secured by such Relinquished Property.


          “Replacement
Property” means property, qualifying as “replacement property or
properties” within the meaning of Treasury Regulation Section 1.1031(k)-1(a),
to be acquired by an Exchanger pursuant to a Replacement Property Agreement
assigned to Qualified Intermediary hereunder, but only to the extent such
property is acquired by payment of funds by Qualified Intermediary from one or
more Exchange Accounts.


          “Replacement
Property Agreement” means each agreement, by and between an Exchanger and
Transferor(s) owning Replacement Property for the transfer of Replacement
Property to such Exchanger (collectively, the contracts, applications and
approvals), either in existence on the date hereof or entered into during the
term of this Agreement.


          “Replacement
Property Cost” has the meaning set forth in Section 6.1.


          “Rev.
Proc. 2003-39” means the revenue procedure 2003-39 contained in Bulletin
Number 2003-22, dated June 2, 2003, released by the Department of Treasury,
Internal Revenue Service.


          “Rev.
Proc. 2007-56” means the revenue procedure 2007-56 contained in Bulletin
Number 207-34, dated August 20, 2007, released by the Department of Treasury,
Internal Revenue Service.


          “Rights”
means (1) each Exchanger’s rights in the applicable Replacement Property
Agreement (but not its obligations), as defined in Treasury Regulations
Sections 1.1031(k)-1(g)(4)(iv) and (v), to acquire the Replacement Property,
and (2) each Exchanger’s rights in a Relinquished Property Agreement (but not
its obligations) as defined in Treasury Regulations Sections
1.1031(k)-1(g)(4)(iv) and (v), including such Exchanger’s right to sell the
Relinquished Property and to receive payment for such Relinquished Property. 


5






          “Section
1031” means Section 1031 of the Internal Revenue Code of 1986, as amended.


          “Termination
Date” has the meaning set forth in Section 7.1.


          “Termination
Event” has the meaning set forth in Section 6.2.


          “Transferee”
means a buyer of a Relinquished Property who pays Qualified Proceeds to
Qualified Intermediary and acquires ownership to such Relinquished Property
from an Exchanger.


          “Transferor”
means a seller of a Replacement Property who receives a Cash Payment from
Qualified Intermediary and transfers ownership to such Replacement Property to
an Exchanger.


          “Treasury
Regulation” means the applicable regulation adopted by the Internal Revenue
Service under the Internal Revenue Code of 1986, as amended, as of the date of
this Agreement.


ARTICLE II

ASSIGNMENT SAFE HARBOR AND LIMITED REVOCATIONS


          2.1
Assignment of Property Acquired and Relinquished. Each Exchanger hereby
assigns to QI, such Exchanger’s Rights with respect to each Relinquished
Property Agreement and each Replacement Property Agreement arising on or after
the date of this Agreement relating to the disposition of Relinquished Property
or acquisition of Replacement Property. Each Exchanger shall designate the
Asset Class(es) of the Relinquished Property to which the Relinquished Property
Agreement relates in Exhibit A of this Agreement. From time to time, an
Exchanger may sell or acquire property that is not described in Exhibit A.
If an Exchanger desires to qualify any such property as Relinquished Property
and/or Replacement Property, subject to the terms and conditions of the
Agreement, such property will be identified as Relinquished Property through an
addendum to Exhibit A of this Agreement.


          2.2
Safe Harbor. Each Exchanger’s assignment to QI as set forth in Section
2.1 is made pursuant to the assignment safe harbor set forth in Section 6.02 of
Rev. Proc. 2003-39 and, except as may be otherwise required by law, shall be
effective without the need for any further actions, other than those provided
in Sections 2.5 and 3.1 hereof, by an Exchanger or QI with respect to the
transfer of any Relinquished Property or Replacement Property.


          2.3
Revocation of, or Change in Assignment. By written notice to QI, each
Exchanger may revoke its assignment to QI of its Rights in any Relinquished
Property Agreement or Replacement Property Agreement, or cease assigning its
Rights with respect to any Relinquished Property Agreement(s) and/or
Replacement Property Agreement(s) arising on or after the date of notice and
identified in such notice, but only as to any Relinquished Property and/or
Replacement Property to which ownership has not yet transferred pursuant to the
applicable Relinquished Property Agreement and/or Replacement Property
Agreement and, for any Relinquished Property, to which the Identification
Period has not expired. Not later than the termination date specified in any
notice of termination delivered pursuant to Section 7.1 hereof, the applicable
Exchanger shall cease assigning to QI its Rights with respect to any
Relinquished Property arising on or after such date.


6






          2.4
Acceptance. QI accepts each assignment of an Exchanger’s Rights in each
Relinquished Property Agreement and each Replacement Property Agreement solely
in its capacity as qualified intermediary for such Exchanger.


          2.5
Notice to Transferees and Transferors. Each Exchanger will provide
written notice, on or before the date of the relevant transfer of Relinquished
Property and Replacement Property, as applicable, to the Transferee under any
Relinquished Property Agreement, and to the Transferor under any Replacement
Property Agreement, in each case assigned to United Rentals Exchange, LLC, that
such Exchanger’s Rights in such Relinquished Property Agreement or such
Replacement Property Agreement, as the case may be, have been assigned to QI.


          2.6
Limitation on Rights Transferred to QI. Each of the parties hereto
agrees and acknowledges that any assignment to QI hereunder shall not give QI
any rights under any Relinquished Property Agreement to which any Exchanger is
a party relating to the disposition of Assets except the Rights in respect of
an Asset that becomes Relinquished Property. QI hereby acknowledges that it
shall have no interest in any Relinquished Property Agreement with respect to
any Asset that is not Relinquished Property.


ARTICLE
III

DISPOSITION AND TRANSFER OF RELINQUISHED PROPERTY


          3.1
Disposition and Transfer of the Relinquished Property. Upon executing a
Relinquished Property Agreement with respect to a Relinquished Property, each
Exchanger shall assign its Rights thereunder to Qualified Intermediary. The
applicable Exchanger will notify Qualified Intermediary and each party to the
Relinquished Property Agreement of the assignment as such notification is
described under Treasury Regulation Section 1.1031(k)-1(g)(4)(v). Qualified
Intermediary hereby consents to and assumes each such assignment, effective
upon such notification by the applicable Exchanger in accordance with the terms
and conditions of this Agreement. Qualified Intermediary shall then cause the
Relinquished Property to be transferred to the relevant Transferee in
accordance with the relevant Relinquished Property Agreement. Qualified
Intermediary hereby directs the applicable Exchanger to transfer ownership to
and possession of each relinquished Asset designated as a Relinquished Property
directly to the relevant Transferee upon delivery to Qualified Intermediary of
the Qualified Proceeds by the Transferee and in accordance with Treasury
Regulation Section 1.1031(k)-1(g)(4)(iv)(B). All obligations of the applicable
Exchanger under each Relinquished Property Agreement, including, without
limitation, all representations, warranties and covenants shall remain the
obligations solely of such Exchanger. In addition, each Exchanger shall be
solely responsible for processing all paperwork and procedures related to the
termination of any rent for each Relinquished Property and the transfer of
ownership to, or registration of, each Relinquished Property to Transferee.


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          3.2
Relinquished Property Sales.


          (i)
Exchanger as Lender to Transferees. From time to time an Exchanger may
act as a lender to a Transferee of Relinquished Property. Pursuant to the safe
harbor set forth in section 5.04 of Revenue Procedure 2003-39, such Exchanger
will promptly transfer funds equal to the loan proceeds (plus a market rate of
interest on such amount for the period between the date of the sale of the
Relinquished Property and the date of the transfer of the loan proceeds to QI)
to or for the benefit of QI.


          (ii)
Application of Rental Security Deposit to Purchase Price. From time to
time an Exchanger may apply rental security deposits made by a Transferee to
the purchase price of Relinquished Property purchased by such Transferee.
Pursuant to the safe harbor set forth in Section 5.05 of Revenue Procedure
2003-39, Exchanger will promptly transfer funds equal to the rental security
deposit applied by Exchanger to the purchase price of the sale of the
Relinquished Property (plus a market rate of interest on such amount for the
period between the date of the sale of the Relinquished Property and the date
of the transfer of the security deposit to QI) to or for the benefit of QI.


          3.3
Use of Qualified Proceeds.


          (i)
Upon receipt of the Qualified Proceeds from a Transferee, Qualified
Intermediary shall pay all customary transactional items (not otherwise payable
or paid by the applicable Exchanger or the Transferee), including (but not
limited to) commissions, fees and transfer or other taxes, if any, incurred in
connection with the transfer of the Relinquished Property to the Transferee,
provided that any amounts paid by Qualified Intermediary hereunder shall be
paid from the Qualified Proceeds and that Qualified Intermediary shall have no
obligation to pay any liability resulting from any transaction described herein
if such liability cannot be satisfied by the Qualified Proceeds or any other
funds provided to Qualified Intermediary by such Exchanger. After paying such
amounts, if any, Qualified Intermediary shall hold the remainder of the
Qualified Proceeds for the purpose of acquiring the Replacement Property as
provided in this Agreement. PRIOR TO THE
OCCURRENCE OF A “TERMINATION EVENT” AS DEFINED UNDER THIS AGREEMENT, EACH
EXCHANGER SHALL HAVE NO RIGHT TO RECEIVE, PLEDGE, BORROW OR OTHERWISE OBTAIN
THE BENEFITS OF THE QUALIFIED PROCEEDS HELD BY QUALIFIED INTERMEDIARY AND ANY
INTEREST ACCRUED THEREON IN ACCORDANCE WITH TREASURY REGULATION SECTION 1.1031(k)-1(g)(6).


          (ii)
To the extent there is any Relinquished Property Subject to Liabilities, such
liabilities may be required to be satisfied, in whole or in part, with proceeds
from the sale or transfer of such Relinquished Property. QI’s utilization of
Qualified Proceeds to satisfy any portion of an Exchanger’s liabilities shall
be treated as a transfer of such Relinquished Property to the Transferee
subject to such liabilities to the extent that Qualified Proceeds are used to
satisfy such liabilities, all pursuant to Treasury Regulation Section 1.1031(b)-1(c).
Because of the nature of each Exchanger’s liabilities, all Relinquished
Property is expected to be subject to the provisions of this clause and
therefore, while this remains the case, to the extent there are liabilities
that are required to be repaid pursuant to the Credit Agreement, Qualified
Proceeds shall be remitted to the lender on the last day of the next relevant Interest
Period (as defined in the Credit Agreement)with respect any liability to the extent of the outstanding
balance of such liability at such time the amount in the Exchange Account
equals or exceeds $1,000,000.


8






          3.4 Use
of Assignments. Each of the Exchangers and Qualified Intermediary intend
that Qualified Intermediary shall acquire its interest in each Relinquished
Property pursuant to an assignment of the Relinquished Property Agreement, as
described above, in a manner consistent with Treasury Regulation Section
1.1031(k)-1(g)(4)(v). Pursuant to such assignment, Qualified Intermediary shall
cause the transfer of each Relinquished Property to the Transferee in a manner
which does not require Qualified Intermediary to obtain legal ownership or
possession of such Relinquished Property.


ARTICLE
IV

ACQUISITION AND TRANSFER OF REPLACEMENT PROPERTY


          4.1
Identification of Replacement Property. (a) Each Exchanger may identify
and request that Qualified Intermediary acquire each Replacement Property by
delivering to Qualified Intermediary a written identification notice describing
potential Replacement Property to be acquired prior to the end of the Exchange
Period using funds from the Exchange Account. Each Exchanger shall only
designate Replacement Property that is like-kind to such Relinquished Property,
as defined in Sections 1.1031(a)-1(b) and 1.1031(a)-2 of the Treasury
Regulations. Exchanger’s identification notice must: 


	
 

	
 


	
 

	
(i) Be signed by the applicable Exchanger;


	
 

	
 


	
 

	
(ii) Be hand-delivered, mailed by United States
  mail, telecopied or otherwise sent to Qualified Intermediary on or before the
  end of the Identification Period;


	
 

	
 


	
 

	
(iii) Describe the potential Replacement Property
  with sufficient specificity so as to comply with Treasury Regulation Section
  1.1031(k)-1(c) or Treasury Regulation Section 1.1031(k)-1(e); and 


	
 

	
 


	
 

	
(iv) The potential Replacement Property identified
  must consist of either: (a) no more than three properties in the aggregate,
  or (b) any number of properties whose aggregate fair market value does not
  exceed 200% of the aggregate fair market value of the Relinquished Properties
  involved in such Exchange.





Alternatively, each Exchanger will treat one or more
Replacement Properties received within the Identification Period for the
relevant Relinquished Property(ies) and matched by the applicable Exchanger
with one or more Relinquished Property(ies), as constituting an Exchange and as
being identified pursuant to Treasury Regulation Section 1.1031(k)-1(c)(1).
Each such Exchange is hereby deemed to be a separate Exchange for purposes of
Section 1031. Each Exchanger shall match such Replacement Property(ies) with
Relinquished Property(ies) for such Exchange on its internal books and records
in accordance with Section 1.1031(a)-2 of the Treasury Regulations and with the
safe harbors set forth in Sections 4.01 and 4.02 of Rev. Proc. 2003-39. URNA shall
match Replacement Property to be used in URNA’s trade or business with
Relinquished Property used in URNA’s trade or business. URNW shall match
Replacement Property to be used in URNW’s trade or business with Relinquished
Property used in URNW’s trade or business.


9






          (b)
Any identification by an Exchanger pursuant to Section 4.1(a) hereof may
be revoked by written notice from such Exchanger delivered to QI prior to the
end of the Identification Period.


          4.2
The Replacement Property Assignments. The procedures for acquiring the
Replacement Property for each Exchange shall be as follows:


          (a)
On or before the date on which each Replacement Property Agreement becomes
binding on an Exchanger, each Exchanger shall assign its Rights thereunder to
Qualified Intermediary. Each Exchanger shall notify Qualified Intermediary and
each party to the Replacement Property Agreement of such assignment and,
thereafter, shall match such Replacement Property with the Relinquished
Property for such Exchange on its books and records. Qualified Intermediary
hereby accepts all such assignments in accordance with the terms of this
Agreement, and agrees to satisfy such Exchanger’s obligation to purchase each
Replacement Property only to the extent of the Qualified Proceeds and any
supplemental funds provided to Qualified Intermediary by the applicable
Exchanger pursuant to Section 6.1 hereof. All obligations of an Exchanger under
each Replacement Property Agreement, including, without limitation, all representations,
warranties, and covenants thereunder, shall remain the sole obligations of such
Exchanger.


          (b)
Qualified Intermediary shall take all actions necessary to consummate the
acquisition of each Replacement Property in accordance with the terms of the
Replacement Property Agreement and the assignment thereof, and Qualified
Intermediary shall make a Cash Payment to the Transferee in the amount of the
purchase price for the Replacement Property as set forth in the Replacement
Property Agreement and as directed by Exchanger, provided that the amount of
such Cash Payment does not exceed the Qualified Proceeds then available to
Qualified Intermediary. 


          Any
disbursement hereunder directed by an Exchanger shall (if otherwise permitted under
the terms of this Agreement) be made by Qualified Intermediary directing its
bank to initiate an EFT, a check disbursement or other authorized form of
payment in order to withdraw from the Exchange Account and transfer to one or
more Disbursement Accounts on such day amounts are needed to fund such
disbursement. Qualified Intermediary shall not be required to initiate an EFT
or a check disbursement on the day directed by an Exchanger if that day is a
bank holiday at Qualified Intermediary’s Bank or a market holiday at the major
financial markets. The applicable Exchanger shall provide disbursement
instructions including Exchanger’s name, the Exchange Account number, the
Disbursement Account number, the name and account number of the recipient, the
name and ABA routing number of the recipient’s bank and the amount to be
transferred to the recipient. Qualified Intermediary is expressly authorized to
rely conclusively on the accuracy of the content of such instructions,
including the account numbers and ABA routing numbers identified therein, which
are the sole responsibility of such Exchanger. 


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          (c)
Each Exchanger and Qualified Intermediary intend that Qualified Intermediary
shall acquire its interest in each Replacement Property by accepting an
assignment of the Replacement Property Agreement as described above, in
accordance with Treasury Regulation Section 1.1031(k)-1(g)(4)(v). Pursuant to
each such assignment, Qualified Intermediary shall cause the transfer of each
Replacement Property from a Transferor to the applicable Exchanger in a manner
which does not require Qualified Intermediary to obtain legal ownership or
possession of any Replacement Property. In addition, each Exchanger shall be
solely responsible for processing all paperwork and procedures related to (i)
the transfer of ownership to the Replacement Property, and (ii) any leasing
arrangements with any relevant lessee, if applicable.


          4.3
Replacement Property Acquisitions. In connection with each acquisition
of a Replacement Property:


          (a)
Qualified Intermediary shall cause to be delivered to the applicable Exchanger
ownership to and possession of each Replacement Property pursuant to the forms
of transfer instruments required by the Replacement Property Agreement.


          (b)
The amount which Qualified Intermediary will be required to pay to a Transferor
to acquire any Replacement Property for an Exchange will be limited to the
amount of the Qualified Proceeds for such Exchange, supplemented by any funds
provided to Qualified Intermediary by the applicable Exchanger pursuant to
Section 6.1 hereof. Qualified Intermediary shall have no responsibility or
liability with respect to any excess acquisition costs if the applicable
Exchanger does not provide Qualified Intermediary adequate funds pursuant to
Section 6.1 hereof, and Qualified Intermediary shall have no responsibility to
require the applicable Exchanger to provide such funds to Qualified
Intermediary. In the event the applicable Exchanger fails to provide such funds
to Qualified Intermediary, Qualified Intermediary shall have no obligation to
complete the acquisition of any Replacement Property hereunder.


ARTICLE V

ACCOUNTS


          5.1
Accounts.


          (a)
Qualified Intermediary shall establish the Accounts during the term of this
Agreement. The purpose of the Accounts, the procedures with respect to the
collection, separation, consolidation, transfer and disbursement of funds with
respect to each Account, the procedures with respect to the payment for Replacement
Property, certain reporting requirements of the Exchangers, the investment of
funds on deposit in the Exchange Account and funds transfer procedures with
respect to the Accounts are described in greater detail in Exhibit C.


          (b)
As part of its assignment of the Relinquished Property Agreement to Qualified
Intermediary pursuant to Section 2.1 above, each Exchanger shall designate
the Asset Class(es) of the Relinquished Property to which the Relinquished
Property Agreement relates and as described in Exhibit A, and shall
instruct Qualified Intermediary as to the amount of the Qualified Proceeds to
be received pursuant to such Relinquished Property Agreement that is allocable
to Relinquished Property of each such Asset Class designated by such Exchanger.
Upon receipt of such instruction by the applicable Exchanger and of the
Qualified Proceeds from the Transferee, Qualified Intermediary shall deposit
the Qualified Proceeds into the Exchange Account as instructed by such
Exchanger hereunder.


11






          (c)
Any funds on deposit in the Accounts shall be invested in Permitted
Investments. Qualified Intermediary shall credit to the applicable Account, on
a periodic basis or at the time of closing of the account, the interest or
other similar return earned, if any, on funds on deposit in the Accounts.


          (d)
Qualified Intermediary shall disburse, in the form of ACH credits or wire
transfers, Qualified Proceeds from the Exchange Account to one or more
Disbursement Accounts for the acquisition of Replacement Property, as described
in Section 4.2 above and to make non-Qualified Disbursements. In connection
with any checks or EFT to be prepared and executed in accordance with this
Section, Qualified Intermediary may appoint any person (including, without
limitation, Exchanger as its agent for the limited purpose of preparing such
checks and/or verifying such EFT disbursement or transfer files, and may
appoint any person (including, without limitation, the person designated as its
agent for the purpose of preparing such checks and/or verifying such EFT
disbursement or transfer files) as its attorney-in-fact with full power and
authority to execute and deliver such checks and/or to verify the amounts of
such EFT disbursement or transfer files payable with funds on deposit in a
Disbursement Account on behalf of Qualified Intermediary pursuant to a
revocable limited power of attorney in the form attached as Exhibit E
hereto.


          (e)
The Exchange Account shall be a restricted account, and each Exchanger shall
have no right to pledge, borrow or otherwise obtain the benefits of Qualified
Proceeds held in such Account, except as provided in Section 3.2(ii) above,
Article IV above and to the extent not inconsistent with Treasury
Regulation Section 1.1031(k)-1(g)(6). Upon a Disbursement Occurrence, funds, if
any, contained in the Exchange Account which no longer constitute Qualified
Proceeds shall be transferred to the applicable Exchanger.


          (f)
All funds held in Accounts pursuant to this Agreement shall only be transferred
or disbursed upon the joint written (including electronic) instruction of
Qualified Intermediary and Exchanger. Nothing in this paragraph shall be
construed to permit a disbursement to be directed by either party except to the
extent permitted by Treasury Regulations Section 1.1031(k)-1(g)(6)), Section
5.02 of Rev. Proc. 2003-39 and Section 5.1(e) hereof. Except in regard to the
disbursement of Additional Subsidies for Non-Qualified Disbursements,
Exchanger’s consent to a transfer or disbursement is intended solely to protect
the integrity of Qualified Proceeds and Additional Subsidies from disbursement
in circumstances inconsistent with the terms of this Agreement.


ARTICLE VI

CASH PAYMENTS AND TERMINATION EVENTS


          6.1
Cash Equalization Payment. If the Replacement Property Cost (hereafter
defined) for an Exchange exceeds the Qualified Proceeds for such Exchange, then
the applicable Exchanger shall provide Qualified Intermediary with sufficient
available funds at least 1 business day prior to the date upon which the
distribution is required. The “Replacement Property Cost” shall mean the
sum of all Cash Payments paid by Qualified Intermediary to a Transferor in
connection with the purchase of the Replacement Property for each Exchange,
including related fees and costs.


12






          6.2
Termination Event. The obligations of Qualified Intermediary with
respect to each Exchange under this Agreement shall terminate upon the
expiration of the Exchange Period for such Exchange (a “Termination Event”).
Upon the occurrence of the Termination Event, Qualified Intermediary shall pay
to the applicable Exchanger the remaining Qualified Proceeds for such Exchange,
provided that no amounts are owed to Qualified Intermediary with respect to any
transaction described herein. Any amounts properly owed to third parties, or
properly reimbursable expenses, with respect to such Exchange shall be paid
with respect to such Exchange prior to any distribution to the applicable
Exchanger. 


          6.3
Transferor Defaults. If any Transferor defaults in its obligation to
transfer an interest in a Replacement Property to Qualified Intermediary,
Qualified Intermediary will take such action against the Transferor as directed
in writing by the applicable Exchanger, with the costs and expenses thereof
being paid solely by such Exchanger. In no event shall Qualified Intermediary
be personally liable for any cost or expenses of taking such action and in no
event shall Qualified Intermediary be required take, maintain or continue any
action against the Transferor unless the applicable Exchanger has first
advanced any costs or expenses related to such action.


ARTICLE
VII

TERM


          7.1
Term. The term of this Agreement shall begin on the date first written
above and shall continue for thirty-six (36) months from the date hereof. In
addition, an Exchanger may terminate this Agreement with respect to such
Exchanger at any time after the end of the initial thirty-six (36) month term,
by providing not less than sixty (60) days’ prior written notice to QI. The
date which is the end of a thirty-six (36) month term (as may be renewed) or
sixty (60) days after the Exchanger’s notice as provided herein shall be called
the “Termination Date”. Upon any such termination, (i) this Agreement
shall remain in effect with respect to Qualified Proceeds relating to a sale to
a Transferee prior to the Termination Date and for which no Disbursement
Occurrence has taken place, (ii) any indemnities and obligations owing to QI
under this Agreement as of the Termination Date shall survive until satisfied
or otherwise terminated, (iii) termination of this Agreement shall not affect
any rights or obligations of the parties hereto under an Exchange that has not
yet been completed as of the Termination Date, and (iv) in the event that any
party hereto terminates this Agreement, such party shall not do so in a manner
that causes a pending Exchange not to qualify under Section 1031 or in a manner
that would violate Sections 1.1031(k)-1(g)(4)(ii) or (g)(6) of the Treasury
Regulations or Revenue Procedure 2003-39. Subject to the restrictions above,
upon the Termination Date, QI shall, at such time, and in satisfaction of QI’s
remaining obligations under this Agreement, pay, or cause to be paid, all funds
in any Account to the applicable Exchanger or such Exchanger’s designee.


13






ARTICLE
VIII

REPRESENTATIONS, WARRANTIES AND COVENANTS


          8.1
Representations and Warranties of QI. QI hereby represents and warrants
to each Exchanger as of the date hereof and throughout the term of this
Agreement and covenants, where applicable, with each Exchanger as follows:


	
 

	
 


	
 

	
          (i)
  Organization, Power, Standing, and Qualification. QI is a limited
  liability company duly organized, validly existing, and in good standing
  under the laws of the state of its formation, and QI has the requisite
  corporate power and authority to carry on its business as it is presently
  being conducted, and as it is intended and reasonably contemplated to be
  conducted under this Agreement and as part of the LKE Programs, and to own
  and operate the property and assets presently owned and operated by it, if
  any, and contemplated to be owned and operated by it in the future. QI will
  only qualify to do business or register as a sales and use tax vendor in
  those states requested in writing by an Exchanger, and all costs and expenses
  of same shall be paid solely by such Exchanger. QI shall at all times operate
  in a manner consistent with its certificate of formation and its operating agreement.


	
 

	
 


	
 

	
          (ii)
  Corporate Power and Authority. QI has the corporate power and
  authority to execute, deliver and perform this Agreement, to acquire the
  Rights under the assignments set forth herein, and to otherwise perform its
  obligations under this Agreement, including to effect the Exchanges
  contemplated hereby on behalf of the Exchangers. The execution, delivery, and
  performance of this Agreement and the consummation of each Exchange and the
  transactions related thereto contemplated hereby have been duly authorized by
  all necessary corporate action on the part of QI. This Agreement is a valid
  and binding obligation of QI, enforceable in accordance with its terms.


	
 

	
 


	
 

	
          (iii)
  Validity of Contemplated Transactions. The execution, delivery, and
  performance of this Agreement does not and will not (a) contravene any
  provisions of the certificate of formation or operating agreement of QI, (b)
  violate, conflict with, constitute a default under, cause the acceleration of
  any payments pursuant to, or otherwise impair the good standing, validity, or
  effectiveness of any agreement, contract, indenture, lease, or mortgage to
  which QI is now, or may in the future be a party, (c) require any action by
  or in respect of, or filing with, any governmental body, agency or official
  which has not been obtained or (d) contravene, or constitute a default under,
  any provision of applicable law or governmental regulation, rule, contract,
  agreement, judgment, injunction, order, decree or other instrument binding
  upon QI.


	
 

	
 


	
 

	
          (iv)
  Indebtedness and Liens. Except as expressly provided in this
  Agreement, neither QI, nor any Person acting on behalf of or as an agent for
  QI, has incurred or will incur any indebtedness for borrowed money, or
  guarantee any obligations of any other Person, or pledge, assign, transfer,
  or otherwise encumber (or permit or suffer to exist any lien or any other of
  the foregoing encumbrances with respect to) its assets or any aspect of this
  Agreement whatsoever, including the Rights assigned herein to QI by the
  Exchangers.





14






	
 

	
 


	
 

	
          (v)
  Litigation and Compliance. There is no civil or criminal suit, action,
  claim, arbitration, administrative, legal or other proceeding or governmental
  investigation pending or, to the knowledge of QI, threatened against QI or
  its officers or managers in such capacity nor has there been any failure by
  QI or its officers or managers to comply with nor has there been any
  violation of, or default with respect to, any issued or pending order, writ, injunction,
  judgment or decree of any court or federal, state or local department,
  official, commission, authority, board, bureau, agency or other
  instrumentality against QI or its officers or managers in their capacity as,
  or in connection with their capacity as, officers and managers of QI.


	
 

	
 


	
 

	
          (vi)
  Tax Advice. QI represents that at no time has it or its officers,
  managers, shareholders, employees or agents made any representation or
  rendered any advice with respect to the tax aspects of the Exchanges
  contemplated herein.


	
 

	
 


	
 

	
          (vii)
  No Consent. No consent of, action by or in respect of, approval of or
  other authorization of, or registration, declaration or filing with, any
  governmental authority or other Person is required for the valid execution
  and delivery of this Agreement by QI or for the performance of any of QI’s
  obligations hereunder.


	
 

	
 


	
 

	
          (viii)
  Solvency. Before and after giving effect to the transactions
  contemplated by this Agreement, QI is solvent within the meaning of the
  Bankruptcy Code and QI is not the subject of any voluntary or involuntary
  case or proceeding seeking liquidation, reorganization or other relief with
  respect to itself or its debt under any bankruptcy or insolvency law and no
  event of bankruptcy has occurred with respect to QI.


	
 

	
 


	
 

	
          (ix)
  Ownership. All of the issued and outstanding interests of QI are owned
  by Owner, and have been validly issued, are fully paid and non-assessable. QI
  has no subsidiaries and owns no capital stock or any interest in any other
  Person.


	
 

	
 


	
 

	
          (x)
  No Other Agreements. Other than as contemplated by this Agreement, (i)
  QI is not a party to any contract or any agreement of any kind or nature and
  (ii) QI is not subject to any obligations or liabilities of any kind or
  nature in favor of any third party.


	
 

	
 


	
 

	
          (xi)
  Not a Disqualified Person. QI hereby represents and warrants to each
  Exchanger that prior to, as of and after the date hereof and all of the time
  that this Agreement is in force and effect, QI is not a disqualified person
  within the meaning of such term as set forth in Section 1.1031(k)-1(k) of the
  Treasury Regulations (a “Disqualified Person”), taking into account
  all exceptions and exclusions therefrom. QI shall not knowingly cause QI to become
  a Disqualified Person during the period commencing on the date hereof through
  the Termination Date and, if any Exchange is pending after the Termination
  Date, including the Exchange Period relating to the same.





15






          8.2 Representations
and Warranties of Owner. Owner hereby represents and warrants to each
Exchanger as of the date hereof and throughout the term of this Agreement and
covenants, where applicable, with each Exchanger as follows:


	
 

	
 


	
 

	
          (i)
  Organization, Power, Standing, and Qualification. Owner has been duly
  organized and is in good standing and validly existing under the laws of the
  state of its organization.


	
 

	
 


	
 

	
          (ii)
  Corporate Power and Authority. Owner has all necessary power and
  authority to execute and deliver this Agreement and to perform its
  obligations under this Agreement. Owner has duly authorized, executed and
  delivered this Agreement. This Agreement is a valid and binding obligation of
  Owner, enforceable in accordance with its terms.


	
 

	
 


	
 

	
          (iii)
  Validity of Contemplated Transactions. The execution, delivery, and
  performance of this Agreement does not and will not (a) contravene any
  provisions of the certificate of incorporation or bylaws of Owner, (b)
  violate, conflict with, constitute a default under, cause the acceleration of
  any payments pursuant to, or otherwise impair the good standing, validity, or
  effectiveness of any agreement, contract, indenture, lease, or mortgage to
  which Owner is now, or may in the future be a party, (c) require any action
  by or in respect of, or filing with, any governmental body, agency or
  official which has not been obtained or (d) contravene, or constitute a
  default under, any provision of applicable law or governmental regulation,
  rule, contract, agreement, judgment, injunction, order, decree or other
  instrument binding upon Owner.


	
 

	
 


	
 

	
          (iv)
  Litigation and Compliance. There is no civil or criminal suit, action,
  claim, arbitration, administrative, legal or other proceeding or governmental
  investigation pending or, to the knowledge of Owner, threatened against Owner
  or its officers or managers in such capacity nor has there been any failure
  by Owner or its officers or managers to comply with nor has there been any
  violation of, or default with respect to, any issued or pending order, writ,
  injunction, judgment or decree of any court or federal, state or local
  department, official, commission, authority, board, bureau, agency or other
  instrumentality against Owner or its officers or managers in their capacity
  as, or in connection with their capacity as, officers and managers of Owner.


	
 

	
 


	
 

	
          (v)
  Not a Disqualified Person. Owner shall not cause QI to become a
  Disqualified Person during the period commencing on the execution date hereof
  through and including the date of transfer of any Replacement Property to
  such Exchanger as part of its LKE Program.


	
 

	
 


	
 

	
          (vi)
  No Consents. No consent of, action by or in respect of, approval of or
  other authorization of, or registration, declaration or filing with, any
  governmental authority or other Person is required for the valid execution
  and delivery of this Agreement by Owner or for the performance of any of
  Owner’s obligations hereunder.


	
 

	
 


	
 

	
          (vii)
  Ownership of QI. QI is wholly owned by Owner.





16






          8.3
Representations and Warranties of each Exchanger. Each Exchanger,
severally and not jointly, hereby represents and warrants to QI as of the date
hereof and on the date of each of the transactions described in Article II,
Article III, Article IV and Article V hereof and
covenants, where applicable, with QI as follows:


	
 

	
 


	
 

	
          (i)
  Organization, Power, Standing, and Qualification. Each Exchanger is a
  corporation duly organized, validly existing, and in good standing under the
  laws of the state of its incorporation and has the requisite corporate power
  and authority to carry on its business as it has been conducted in the past
  and is presently being conducted.


	
 

	
 


	
 

	
          (ii)
  Corporate Power and Authority. Each Exchanger has the corporate power
  and authority to execute, deliver and perform this Agreement, to sell the
  Relinquished Property, and to acquire the Replacement Property and to
  otherwise perform its obligations under this Agreement including the
  Exchanges and the transactions related thereto contemplated hereby. The
  execution, delivery, and performance of this Agreement and the consummation
  of the transactions contemplated hereby have been duly authorized by all
  necessary corporate action on the part of each Exchanger. This Agreement is a
  valid and binding obligation of each Exchanger, enforceable in accordance
  with its terms.


	
 

	
 


	
 

	
          (iii)
  Validity of Contemplated Transactions. The execution, delivery, and
  performance of this Agreement and the consummation of the transactions
  contemplated hereby do not and will not (i) contravene any provision of the
  certificate of incorporation or bylaws of such Exchanger, (ii) violate,
  conflict with, constitute a default under, cause the acceleration of any
  payments pursuant to, or otherwise impair the good standing, validity or
  effectiveness of the transfer of any Relinquished Property or the acquisition
  of Replacement Property, where applicable, or any material indenture,
  material mortgage, material contract, material commitment or material
  agreement to which each Exchanger is a party or by which it is bound, or
  (iii) violate any provision of any law, rule, regulation, order, permit or
  license to which such Exchanger is subject, which in the case of clauses (ii)
  and (iii) above, either would, in the aggregate, reasonably be expected to
  have a material adverse effect or would, in the aggregate, reasonably be
  expected to have a material adverse effect on the legality, validity or
  enforceability of this Agreement or such Exchanger’s ability to perform its
  obligations hereunder.


	
 

	
 


	
 

	
          (iv)
  Litigation and Compliance. There is no material suit, action, claim,
  arbitration, administrative or legal or other proceeding or governmental
  investigation pending or, to the reasonable knowledge of each Exchanger,
  threatened against such Exchanger that is related to this Agreement that may
  affect such Exchanger’s ability to perform under this Agreement or that may
  adversely affect QI, nor has there been any failure by such Exchanger to
  comply with, nor has there been any violation of, or default with respect to,
  any order, writ, injunction, judgment or decree of any court or federal,
  state or local department, official, commission, authority, board, bureau,
  agency or other instrumentality issued or pending against such Exchanger that
  is related to this Agreement.





17






	
 

	
 


	
 

	
          (v)
  Legal or Tax Advice. Each Exchanger acknowledges that neither QI nor
  any employee, officer, managers, agent, principal or affiliate of QI has
  given any legal or tax advice nor made representations regarding the legal or
  tax consequences of its LKE Program. Each Exchanger further acknowledges that
  it has been advised to seek independent legal and tax advice regarding its
  LKE Program, regarding whether any Relinquished Property and Replacement
  Property are like-kind under Sections 1.1031(a)-2 and 1.1031(k)-1 of the
  Treasury Regulations and to have this Agreement reviewed and approved by
  independent counsel. Each Exchanger
  represents and warrants to QI that it has consulted with and is relying on
  its own attorney or tax advisor regarding the requirements for a like-kind
  exchange under Section 1031, and the legal and tax consequences of the
  transactions contemplated by this Agreement. Each Exchanger further
  acknowledges that it has relied solely upon the specific advice and judgment
  of their own independent attorneys and/or tax advisors and that it has not
  relied upon any written materials provided to Exchangers by QI or by any of
  QI’s agents or employees or upon any conversations with or upon any general
  information about exchanges provided by QI or by its agents or employees.
  Each Exchanger shall be solely responsible for all of the legal and tax
  incidences of the transactions contemplated by this Agreement, including compliance
  with any temporal requirements hereunder or under Section 1031. 


	
 

	
 


	
 

	
          (vi)
  No Consents. No consent of, action by or in respect of, approval or
  other authorization of, or registration, declaration or filing with, any
  governmental authority or other Person is required in connection with a valid
  execution and delivery of this Agreement by such Exchanger or for the
  performance of any of such Exchanger’s obligations hereunder, other than such
  consents, approvals, authorizations, registrations, declarations or filings
  as shall have been obtained by such Exchanger on or prior to the date hereof.





          8.4
Maintenance of Separate Existence. To the extent allowable under
Generally Accepted Accounting Principles for entities that are part of consolidated
groups, QI covenants and agrees that it shall do all things necessary to
continue to be readily distinguishable from Owner and its affiliates and
maintain its corporate existence separate and apart from that of Owner and its
affiliates including, without limitation, (i) practicing and adhering to
organizational formalities, such as maintaining appropriate books and records;
(ii) observing all organizational formalities in connection with all dealings
between itself and Owner, and the affiliates or any unaffiliated entity with
respect to Owner; (iii) observing all procedures required by its certificate of
formation, its operating agreement and the laws of the state of its formation;
(iv) acting solely in its name and through its duly authorized officers or
agents in the conduct of its businesses; (v) managing its business and affairs
by or under the direction of its managers; (vi) ensuring that its board of
managers duly authorizes all of its actions; (vii) maintaining at least one
manager who is an independent manager; (viii) [intentionally omitted]; (ix) not
(A) having or incurring any indebtedness to Owner or its affiliates; (B)
guaranteeing or otherwise becoming liable for any obligations of Owner or its
affiliates; (C) having obligations guaranteed by Owner or its affiliates; (D)
holding itself out as responsible for debts of Owner or its affiliates or for
decisions or actions with respect to the affairs of Owner or its affiliates;
(E) operating or purporting to operate as an integrated, single economic unit
with respect to Owner, its affiliates or any unaffiliated entity thereof; (F)
seeking to obtain credit or incur any obligation to any third party based upon
the assets of Owner, its affiliates or any unaffiliated entity thereof; (G)
induce any such third party to reasonably rely on the creditworthiness of
Owner, its affiliates or any unaffiliated entity thereof; and (H) being
directly or indirectly named as a direct or contingent beneficiary or loss
payee on any insurance policy of Owner, its affiliates or any unaffiliated
entity thereof; (x) maintaining its deposit and other bank accounts and all of
its assets separate from those of any other Person; (xi) maintaining its
financial records separate and apart from those of any other Person; (xii) not
suggesting in any way, within its financial statements, that its assets are
available to pay the claims of creditors or Owner, its affiliates or any
unaffiliated entity thereof; (xiii) compensating all its employees, officers,
consultants and agents for services provided to it by such Persons out of its
own funds pursuant to a shared services agreement; (xiv) maintaining office
space separate and apart from that of Owner and its affiliates and a telephone
number separate and apart from that of Owner and its affiliates; (xv)
conducting all oral and written communications, including, without limitation,
letters, invoices, purchase orders, contracts, statements, and applications
solely in its own name; (xvi) having separate stationery from Owner, its affiliates
or any unaffiliated entity thereof; (xvii) accounting for and managing all of
its liabilities separately from those of Owner and its affiliates; (xviii)
allocating, on an arm’s-length basis, all shared corporate operating services,
leases and expenses, including, without limitation, those associated with the
services of shared consultants and agents and shared computer and other office
equipment and software; and otherwise maintaining an arm’s-length relationship
with Owner and each of its affiliates; (xix) refraining from filing or
otherwise initiating or supporting the filing of a motion in any bankruptcy or
other insolvency proceeding involving Owner to substantively consolidate Owner
with an affiliate or unaffiliated entity thereof; (xx) remaining solvent and
assuring adequate capitalization for the business in which it is engaged and
(xxi) conducting all of its business (whether written or oral) solely in its
own name so as not to mislead others as to the identity of Owner or its
affiliates.


18






          In
addition, the certificate of formation of QI shall provide that (a) QI shall
have at all times at least one manager who is an independent manager (the “Independent
Manager”), each of whom is not and never was (i) a stockholder, member,
partner, director, manager, officer, employee, affiliate, associate, creditor
or independent contractor of any of Owner, URNA or URNW or any of their
respective affiliates or associates (excluding, however, any service provided
by a person engaged as an “independent” manager or director, as the case may
be) or (ii) any person owning directly or beneficially any outstanding shares
of common stock of any of Owner, URNA or URNW or any of their respective
affiliates, or a stockholder, director, manager, officer, employee, affiliate,
associate, creditor or independent contractor of such beneficial owner or any
of such beneficial owner’s affiliates or associates, or (iii) a member of the
immediate family of any person described above and (b) QI may not without such
Independent Manager’s consent (1) institute proceedings to be adjudicated
bankrupt or insolvent, (2) consent to the institution of bankruptcy or
insolvency proceedings against it, (3) file a petition seeking, or consent to,
reorganization or relief under any applicable federal or state law relating to
bankruptcy, (4) consent to the appointment of a receiver, liquidator, assignee,
trustee, sequestrator (or other similar official) of QI or a substantial part
of its property, (5) make any assignment for the benefit of creditors, (6)
admit in writing its inability to pay its debts generally as they become due or
(7) take any corporate action in furtherance of any such action.


          8.5
Mergers. QI will not merge or consolidate with or into any other Person
unless QI complies with Section 10.8.


          8.6
Organizational Documents. QI will not amend any of its organizational
documents, including its certificate of formation and operating agreement
unless such amendment is approved by all of its managers, including its
Independent Manager.


19






          8.7
No Other Agreements. QI will not enter into or be a party to any
agreement or instrument other than this Agreement and any documents and
agreements incidental thereto or entered into as contemplated herein.


          8.8
Other Business; Exclusivity. QI will not engage in any business or
enterprise or enter into any transaction other than the making of Exchanges
pursuant to this Agreement, the related exercise of its rights as Qualified
Intermediary hereunder, the incurrence and payment of ordinary course operating
expenses and other activities related to or incidental to either of the
foregoing.


          8.9
Records. QI agrees that it will monitor and keep detailed and accurate
records of the transactions carried out pursuant to this Agreement, including
without limitation the dollar amounts involved in each of such transactions.
Such records shall include, but shall not be limited to, information concerning
the date of each transfer of Relinquished Property to a Transferee and the date
of each receipt of Replacement Property from a Transferor. Such records shall
be maintained in accordance with recognized accounting practices and in such a
manner so as they may be readily audited. All such records will be available for
inspection by each Exchanger, or its designated representatives, upon such
Exchanger’s request, at reasonable, mutually agreeable times, while this
Agreement remains in force. After expiration, termination or cancellation of
this Agreement, at the applicable Exchanger’s expense (which expenses shall be
reasonable and approved by such Exchanger), QI shall continue to maintain such
records, and to allow such Exchanger to audit or inspect the records, until
such time as such Exchanger notifies QI that the records are no longer
required. QI shall cooperate with the applicable Exchanger, or its designated
representatives, in the conduct of any such inspection. Notwithstanding
anything set forth above, unless otherwise requested by an Exchanger, the
records relating to any particular day’s activities may be destroyed at any
time after the date which is ten (10) years from the date such record was
originated.


          8.10
Consequential Damages. Each Exchanger agrees that under no circumstances
shall Qualified Intermediary be liable for punitive, exemplary, contract or
consequential damages, or for any lost profits incurred by such Exchanger or
for any income taxes, interest or penalties incurred by such Exchanger.


          8.11
No Personal Liability. The parties hereto agree that no director,
manager, officer, employee, member, shareholder or agent of any party to this
Agreement shall have any personal liability under or in connection with this
Agreement.


          8.12
Indemnification of Qualified Intermediary. 


          (a)
Each Exchanger, severally and not jointly, shall defend, indemnify and hold
harmless Qualified Intermediary and Qualified Intermediary’s managers,
officers, shareholders, employees, successors and assigns from and against any
claim, investigation, proceeding or suit in connection with any transaction
hereunder including, without limitation, costs and expenses of defending or
settling disputed claims at litigation or on appeal, and attorney’s fees
incurred by Qualified Intermediary, that arise from or in connection with:


20






	
 

	
 

	
 


	
 

	
(i)

	

  Any representation, warranty, covenant, obligation or liability of such
  Exchanger or any third party relating to the Relinquished Property or the
  Replacement Property, or the acquisition or conveyance in accordance with the
  Relinquished Property Agreement or Replacement Property Agreement, including,
  without limitation, any claim relating to hazardous or toxic substances, any
  claim arising from Qualified Intermediary’s acquisition of property as
  requested by such Exchanger, any claim relating to the use of the
  Relinquished Property or Replacement Property, any claim arising from
  Qualified Intermediary’s entering into a lease or other contract as requested
  by such Exchanger, any claim arising from Qualified Intermediary’s entering
  into a Replacement Property Agreement as requested by such Exchanger, any
  claim or allegation by Transferor, Transferee, or any lender, lien holder or
  other third party connected with the Relinquished Property or the Replacement
  Property; and


	
 

	
 

	
 


	
 

	
(ii)

	

  Qualified Intermediary’s performance of any of its duties, responsibilities
  or obligations in accordance with this Agreement.





          (b)
Notwithstanding any conflicting term or provision of this Agreement, each
Exchanger’s indemnification of Qualified Intermediary hereunder and the related
covenants and obligations in this Agreement will be unavailable with respect to
any claim caused by Qualified Intermediary’s willful misconduct, gross
negligence or breach of its duties or responsibilities under this Agreement.


          8.13
Exchangers’ Responsibilities. Without prejudice to any other limitation
on Qualified Intermediary’s duties or responsibilities under this Agreement,
with respect to its LKE Program, each Exchanger (and not Qualified
Intermediary) shall be solely responsible and liable for:


          (a)
The sufficiency, accuracy or validity of any document or instrument arising
from or relating to the Relinquished Property Agreement or the Replacement
Property Agreement including any ownership or registration documents for the
Relinquished Property and the Replacement Property; 


          (b)
The identity, authority or rights of any person or entity signing any document
or instrument, unless such document or instrument shall be signed by or on
behalf of Qualified Intermediary; 


          (c)
Any act or omission of Qualified Intermediary unless the act of omission
constitutes Qualified Intermediary’s willful misconduct, gross negligence or a
breach of its duties or responsibilities under this Agreement; 


          (d)
Risk of loss or damage to the Relinquished Property, the Replacement Property
and all other property received or transferred by Qualified Intermediary under
this Agreement, by casualty, act of God, or otherwise; 


21






          (e)
The determination of whether any particular item of personal property is “like
kind” or “like class,” the segregation or identification of any units of
personal property into separate Exchanges, and the determination of any gain to
be recognized by such Exchanger in any Exchange; 


          (f)
The form and sufficiency of any identification of Replacement Property made by
such Exchanger (including any internal “matching” procedure employed by
Exchanger); and


          (g)
The federal, state and local tax consequences of the transactions contemplated
by this Agreement.


          8.14
Reimbursements to Qualified Intermediary. If Qualified Intermediary
makes any advances or incurs any expenses in connection with its
responsibilities hereunder, each Exchanger shall pay an amount to Qualified
Intermediary equal to the amount of all such advances or expenses, plus
interest at a rate not to exceed the then current prime rate.


          8.15
No Unlawful Actions. Qualified Intermediary is not required to sign any
agreement or participate in any transaction that, in the sole opinion of
Qualified Intermediary, would require Qualified Intermediary to engage in any
unlawful or fraudulent action. 


          8.16 Confidentiality.
(a) QI shall keep confidential, and cause its affiliates and its and their
officers, managers, employees and advisors to keep confidential, all
information relating to each Exchanger (the “Confidential Information”),
except as required by law or administrative process or as provided for in this
Agreement and except for information that is available to the public as of the
date of this Agreement or thereafter becomes available to the public other than
as a result of a breach of this Section 8.16.


          (b)
Notwithstanding anything to the contrary set forth in Section 8.16(a), (i) QI
may disclose any of the Confidential Information provided by an Exchanger to
any bank or other governmental regulatory authority having jurisdiction over QI
upon the request of the regulatory authority without having to provide such
Exchanger with notice of any kind and (ii) in the event that QI is requested or
required (by oral questions, interrogatories, requests for information or
documents, subpoena, civil investigative demand or similar process) to disclose
any Confidential Information, it is agreed that QI will, if reasonably
practicable and to the extent permitted by law, provide such Exchanger with
prompt notice of such request or requirement so that such Exchanger may seek an
appropriate protective order or waive compliance by QI with the provisions of
this Agreement, and if, in the absence of such protective order or the receipt
of such waiver hereunder, QI is nonetheless, in the opinion of QI’s counsel,
legally required to disclose such Confidential Information or else stand liable
for contempt or suffer other censure or penalty, QI may disclose such
information without liability hereunder, provided, however, that QI shall
disclose only that portion of such Confidential Information which it is legally
required to disclose.


22






ARTICLE
IX

DIRECT
TRANSFER OF OWNERSHIP


          9.1
Direct Transfer of Legal Ownership. For purposes of this Agreement, QI
shall be considered to have (1) acquired Relinquished Property from an
Exchanger and transferred it to Transferee where the Relinquished Property is
transferred by such Exchanger directly to the Transferee pursuant to the
relevant Relinquished Property Agreement, and (2) acquired Replacement Property
from the Transferor and transferred it to the applicable Exchanger where the
Replacement Property is transferred by the Transferor directly to the
applicable Exchanger pursuant to the relevant Replacement Property agreement,
in each case as provided by Treasury Regulations Sections 1.1031(k)-1(g)(4)(iv)
and (v).


          9.2
No Actual Transfer to United Rentals Exchange LLC. Each Exchanger and QI
agree that, notwithstanding the deemed transactions described in Section 9.1,
each Relinquished Property shall be transferred directly from an Exchanger to a
Transferee and each Replacement Property shall be transferred directly from the
applicable Transferor to an Exchanger, as the case may be. As a result, QI
shall not (1) take actual or constructive possession of, (2) hold legal
ownership to, or (3) be the registered or beneficial owner of any Relinquished
Property or Replacement Property.


ARTICLE
X

MISCELLANEOUS
PROVISIONS


          10.1
Survival of Warranties. All representations, warranties and indemnities
set forth herein or otherwise made pursuant to this Agreement will survive and
remain in effect for a period of two years following the termination of this
Agreement.


          10.2
Attorney’s Fees. If any legal action or proceeding is commenced by any
party in order to enforce this Agreement or any provision of this Agreement or
in connection with any alleged dispute, breach, default or misrepresentation in
connection with any provision in this Agreement, the prevailing party will be
entitled to recover reasonable attorneys’ fees and costs incurred in connection
with that action or proceeding, including costs of pursuing or defending any
legal action, discovery or negotiation and preparation of any settlement
arrangements, in addition to any other relief as may be granted.


          10.3
Entire Agreement. This Agreement constitutes the entire Agreement
between the parties and supersedes any contemporaneous or previous written or
oral agreements, representations or undertakings concerning the matters and
arrangements provided for in this Agreement. No supplement, modification or
amendment to this Agreement will be binding unless signed by all parties to
this Agreement. A waiver of any provision of this Agreement will not be
considered a waiver of any other provision, whether or not similar, nor will
any waiver on one occasion constitute a continuing or permanent waiver.


          10.4
Notices. Any request, notice or other communication to be given under
this Agreement must be in writing and delivered personally or by messenger,
private mail, courier service, facsimile or sent by registered, certified mail,
return receipt requested, or postage prepaid, as follows:


23






	
 

	
 


	
 

	
To Exchangers: 


	
 

	
 


	
 

	
United Rentals (North America), Inc.


	
 

	
5 Greenwich Office Park


	
 

	
Greenwich, CT 06830


	
 

	
Attention: Treasurer or Assistant Treasurer


	
 

	
Tel. No.: (203) 618-7202


	
 

	
Facsimile No.: (203) 622-4325


	
 

	
 


	
 

	
United Rentals Northwest, Inc.


	
 

	
5 Greenwich Office Park


	
 

	
Greenwich, CT 06830


	
 

	
Attention: Treasurer or Assistant Treasurer


	
 

	
Tel. No.: (203) 618-7202


	
 

	
Facsimile No.: (203) 622-4325


	
 

	
 


	
 

	
To Qualified Intermediary:


	
 

	
 


	
 

	
United Rentals Exchange, LLC 


	
 

	
c/o IPX1031 LLC


	
 

	
171 N. Clark St., 4th Floor


	
 

	
Chicago, IL 60601


	
 

	
Attention: Pierre W. Priestley, Vice President


	
 

	
Phone:  (866)
  289-1031


	
 

	
Facsimile:
  (312) 214-3719


	
 

	
Email:  pierre.priestley@ipx1031.com





All notices will be considered effective (i) upon
receipt if delivered personally or by messenger or private mail courier, (ii)
on the business day of successful transmission by facsimile, or (iii) otherwise
on the third business day after deposit in the U.S. mail.


          10.5 Headings.
Captions of the articles and sections of this Agreement are for convenience
only and must not be interpreted or construed to explain, modify, amplify or
aid in the interpretation, construction or meaning of any provision of this
Agreement.


          10.6 Governing
Law, Venue, Jury Trial Waiver.


                    (a)
GOVERNING
LAW AND VENUE. THIS AGREEMENT AND ALL MATTERS ARISING OUT OF OR RELATING IN
ANY WAY TO THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED
BY THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES
OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
VENUE SHALL BE IN ANY STATE OR FEDERAL COURT WITHIN THE STATE OF NEW YORK.


24






                    (b)
JURY
TRIAL WAIVER. EACH EXCHANGER AND QI HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVE THEIR RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING
FROM THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING ANY COUNTERCLAIM THERETO.


          10.7
No Assignment. No assignment of any right or interest or delegation of
any duty, responsibility or obligation under this Agreement may be made, in
whole or in part, by any party without the prior written consent of the other
party, which consent must not be unreasonably withheld. The representations,
warranties, covenants, obligations and indemnifications of each Exchanger made
or given by each Exchanger and contained in this Agreement are for the sole
benefit of Qualified Intermediary and may not be relied upon by any other
party. This Agreement, and the rights, duties and obligations under this
Agreement may not be sold, assigned or otherwise conveyed by Qualified
Intermediary to any other party without the prior written consent of each
Exchanger, which consent must not be unreasonably withheld; provided
that any assignment by the Qualified Intermediary or any transfer of any
interest in this Agreement by the Qualified Intermediary, whether by merger or
acquisition or otherwise shall only be effective if the successor or surviving
entity (x) is a bankruptcy-remote, special purpose entity organized under the
laws of any state of the United States and is not an affiliate of URNA or URNW
(y) has organic documents that comply with the provisions set forth in Section
8.4 hereof and (z) expressly agrees in writing to abide by the terms of this
Agreement. Subject to the foregoing, this Agreement is binding upon and shall
continue to the benefit of each party to this Agreement and its respective
heirs, legal representatives, successors and assigns.


          10.8
Additional Documents. The parties shall execute any additional documents
reasonably necessary to effectuate the provisions and purposes of this
Agreement.


          10.9
Counterparts. This Agreement may be executed in one or more
counterparts, including facsimile copies, each of which will be considered to
be an original. All those counterparts together will constitute the same
instrument, which may be sufficiently evidenced by one counterpart. The signing
of this Agreement at different times and places by the parties will not affect
the validity of this Agreement.


          10.10
No Agency. Qualified Intermediary is not acting as the agent of each
Exchanger in this Agreement. No agency, partnership or joint venture of any
kind is, or is intended to be, created by or under this Agreement.


          10.11
Construction. This Agreement shall be construed simply, according to its
fair meaning and not strictly for or against either party. The Recitals set
forth on the first page of this Agreement are incorporated into this Agreement.


          10.12
Fees and Notice of Withdrawals.


	
 

	
 

	
 


	
 

	
(a)

	
Fees. Each Exchanger shall pay to
  Qualified Intermediary certain fees in accordance with the Fee Letter.


	
 

	
 

	
 


	
 

	
(b)

	
Notice of Withdrawals from Exchange Account.
  Qualified Intermediary requires at least one (1) full business days’ prior
  notice for withdrawal of funds on deposit with Qualified Intermediary.





25






          10.13
Severability; Interpretation. If any provision of this Agreement is held
illegal, invalid or unenforceable in a jurisdiction, this Agreement will, in
such circumstances, be deemed modified in such jurisdiction to the extent
necessary to render enforceable the provisions hereof, and such illegality,
invalidity or unenforceability will not affect any other provision of this
Agreement in any other jurisdiction. It is the intent of the parties hereto
that this Agreement comply with the requirements for like-kind exchanges
pursuant to Section 1031 and the regulations thereunder and for a like-kind
exchange program pursuant to Revenue Procedure 2003-39. To the greatest extent
possible, the provisions of this Agreement shall be interpreted in a manner
consistent with such intent.


          10.14
Strict Performance. The failure of any party to insist upon strict
performance of any of the terms or conditions of this Agreement will not
constitute a waiver of any of its rights hereunder, provided that any
provision may be waived by the party intended to benefit therefrom by a written
instrument signed by such party.


          10.15
Electronic Signature. In the satisfaction of their respective
obligations and the exercise of their respective rights under this Agreement
and any related documents and/or agreements, to include bills of sale, each
party hereto is, and hereby agrees to be, bound (as though duly authorized,
notarized, and sealed original signatures were affixed to a document) by any
evidence of consent, approval, authorization and/or agreement such party
transmits or causes to be transmitted by electronic means, including but not
limited to: downloading and/or transmitting of information via e-mail;
facsimile; and the internet or similar electronic transmission. Though in no
way a pre-requisite to being so bound and obligated, the parties hereto further
agree, upon the request of any other party, to use their respective best
efforts to confirm any such electronic transmission (other than with respect to
routine consents, approvals or authorizations) by thereafter delivering or
making available to the other parties, an original paper counterpart with an
ink signature.


26






          10.16
No Petitions. Each of the Exchangers hereby covenants and agrees that,
prior to the date which is one year and one day after the payment in full of
all amounts due pursuant to (i) the Credit Agreement dated as of June 9, 2008
(as amended, restated, amended and restated, supplemented, refinanced in whole or in part or
otherwise modified from time to time, the “Credit Agreement”), among
United Rentals Inc., United Rentals (North America), Inc., the other U.S.
Borrowers (as such term is defined in the Credit Agreement), the Canadian
Borrowers (as such term is defined in the Credit Agreement), the Specified Loan
Borrower (as such term is defined in the Credit Agreement), the Guarantors (as
such term is defined in the Credit Agreement), Bank of America, N.A., as Agent,
and the lenders party thereto and (ii) the Receivables Purchase Agreement dated May 31,
2005 (as amended, restated, amended and restated, supplemented, refinanced in whole or in part or
otherwise modified from time to time, the “RPA”) among United Rentals Receivables LLC II,
United Rentals, Inc., Atlantic Asset Securitization Corp., Liberty Street
Funding Corp., Calyon New York Branch, and the Bank Of Nova Scotia, it
will not institute against, or join any other Person in instituting against,
QI, any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings or other similar proceeding under the laws of the United States or
any state of the United States. In the event that any of the Exchangers takes
action in violation of this Section 10.16, QI agrees that it shall file
an answer with the bankruptcy court or otherwise properly contest the filing of
such a petition by such Exchanger, against QI or the commencement of such
action and raise the defense that such Exchanger, has agreed in writing not to
take such action and should be estopped and precluded therefrom and such other
defenses, if any, as its counsel advises that it may assert. This Section 10.16
shall survive the termination of the Agreement.


[signature page
follows]


27






          IN WITNESS
WHEREOF, the parties have duly executed and delivered this Agreement
as of the day and year first above written.


QUALIFIED INTERMEDIARY:


          UNITED
RENTALS EXCHANGE, LLC, a Delaware limited liability company, as Qualified
Intermediary 


	
 

	
 

	
 

	
 


	
 

	
By: 

	
/s/ Pierre W. Priestley

	
 


	
 

	
 

	


	
 


	
 

	
Its: 

	
Vice President 

	
 


	
 

	
 

	


	
 





OWNER:


          IPX1031
LLC, a Delaware limited liability company, as Owner


	
 

	
 

	
 

	
 


	
 

	
By: 

	
/s/ Pierre W. Priestley 

	
 


	
 

	
 

	


	
 


	
 

	
Its: 

	
 Vice President

	
 


	
 

	
 

	


	
 





EXCHANGERS: 


          UNITED
RENTALS (NORTH AMERICA), INC. a Delaware corporation, as an Exchanger


	
 

	
 

	
 

	
 


	
 

	
By:  

	
/s/ Irene Moshouris

	
 


	
 

	
 

	


	
 


	
 

	
Its: 

	
Vice President - Treasurer

	
 


	
 

	
 

	


	
 





          UNITED
RENTALS NORTHWEST, INC. an Oregon corporation, as an Exchanger


	
 

	
 

	
 

	
 


	
 

	
By: 

	
/s/ Irene Moshouris 

	
 


	
 

	
 

	


	
 


	
 

	
Its:  

	
Vice President - Treasurer

	
 


	
 

	
 

	


	
 





28






Exhibit A


The asset classes, or
combination thereof, described below have been designated as Relinquished
Property and Replacement Property and are subject to the terms and conditions
of this Master Exchange Agreement dated as of 1/1/2009.


The Relinquished Property
shall consist of assets sold after 12/31/2008 where the assets are:


	
 

	
 

	
 


	
 

	
·

	
Non-bulk, serialized rental equipment and serialized
  transportation assets used in the Exchanger’s trade or business where the Exchanger
  is considered the owner for tax purposes as of 1/1/2009; and


	
 

	
 

	
 


	
 

	
·

	
Non-bulk, serialized rental equipment and serialized
  transportation assets used in the Exchanger’s trade or business where the
  Exchanger is considered the owner for tax purposes and the equipment or asset
  was acquired by the Exchanger subsequent to 12/31/2008.


	
 

	
 

	
 


	
The Replacement Property
  shall consist of:


	
 


	
 

	
·

	
All non-bulk, serialized rental equipment and
  serialized transportation assets used in the Exchanger’s trade or business
  where the Exchanger is considered the owner for tax purposes and the
  equipment or asset was acquired by the Exchanger subsequent to 12/31/2008.





These asset classes include:


	
 

	
 


	
Rev. Proc. 87-56 Category and
  Category Description


	
00.241

	
Light
  general purpose trucks


	
00.242

	
Heavy
  general purpose trucks


	
00.26

	
Tractor
  units for use over the road


	
00.27

	
Trailers
  and trailer mounted containers


	
NAICS Category and Description


	
332213

	
Saw
  Blade and Handsaw Manufacturing


	
332420

	
Metal
  Tank (Heavy Gauge) Manufacturing


	
333112

	
Lawn
  and Garden Tractor and Home Lawn and Garden Equipment Manufacturing


	
333120

	
Construction
  Machinery Manufacturing


	
333415

	
Air-Conditioning
  and Warm Air Heating Equipment and Commercial and Industrial Refrigeration
  Equipment Manufacturing


	
333911

	
Pump
  and Pumping Equipment Manufacturing


	
333912

	
Air
  and Gas Compressor Manufacturing


	
333922

	
Conveyor
  and Conveying Equipment Manufacturing


	
333924

	
Industrial
  Truck, Tractor, Trailer, and Stacker Machinery Manufacturing


	
333991

	
Power-Driven
  Hand tool Manufacturing


	
333992

	
Welding
  and Soldering Equipment Manufacturing


	
335311

	
Power,
  Distribution, and Specialty Transformer Manufacturing


	
335312

	
Motor
  and Generator Manufacturing


	
339932

	
Game,
  Toy, and Children’s Vehicle Manufacturing





29






Exhibit B


	
 

	
 

	
 

	
 

	
 


	
BANK

	
 

	
ACCOUNT

	
 

	
ACCOUNT TYPE


	
Bank of America

	
 

	
 

	
 

	
Exchange Account


	
Bank of America

	
 

	
 

	
 

	
Disbursement Account


	
Associated

	
 

	
 

	
 

	
Collection Account


	
Associated

	
 

	
 

	
 

	
Collection Account


	
Bank of America

	
 

	
 

	
 

	
Collection Account


	
Bank of America

	
 

	
 

	
 

	
Collection Account


	
Bank of America

	
 

	
 

	
 

	
Collection Account


	
Bank of America

	
 

	
 

	
 

	
Collection Account


	
Bank of America

	
 

	
 

	
 

	
Collection Account


	
Bank of America

	
 

	
 

	
 

	
Collection Account


	
Bank of America

	
 

	
 

	
 

	
Collection Account


	
Bank of America

	
 

	
 

	
 

	
Collection Account


	
Bank of America

	
 

	
 

	
 

	
Collection Account


	
Bank of America

	
 

	
 

	
 

	
Collection Account


	
Bank of America

	
 

	
 

	
 

	
Collection Account


	
Bank of America

	
 

	
 

	
 

	
Collection Account


	
Bank of America

	
 

	
 

	
 

	
Collection Account


	
Bank of America

	
 

	
 

	
 

	
Collection Account


	
Bank of America

	
 

	
 

	
 

	
Collection Account


	
Bank of America

	
 

	
 

	
 

	
Collection Account


	
Bank of America

	
 

	
 

	
 

	
Collection Account


	
Bank of New York

	
 

	
 

	
 

	
Collection Account


	
Bank of New York

	
 

	
 

	
 

	
Collection Account


	
Comerica

	
 

	
 

	
 

	
Collection Account


	
Comerica

	
 

	
 

	
 

	
Collection Account


	
Comerica

	
 

	
 

	
 

	
Collection Account


	
East Dubuque Savings Bank

	
 

	
 

	
 

	
Collection Account


	
Fifth Third

	
 

	
 

	
 

	
Collection Account


	
Fifth Third

	
 

	
 

	
 

	
Collection Account


	
JP Morgan Chase

	
 

	
 

	
 

	
Collection Account


	
JP Morgan Chase

	
 

	
 

	
 

	
Collection Account


	
M&T

	
 

	
 

	
 

	
Collection Account


	
M&T

	
 

	
 

	
 

	
Collection Account


	
Regions Bank

	
 

	
 

	
 

	
Collection Account


	
Regions Bank

	
 

	
 

	
 

	
Collection Account


	
Wachovia

	
 

	
 

	
 

	
Collection Account


	
Wachovia

	
 

	
 

	
 

	
Collection Account


	
Wachovia

	
 

	
 

	
 

	
Collection Account


	
Wachovia

	
 

	
 

	
 

	
Collection Account


	
Wachovia

	
 

	
 

	
 

	
Collection Account


	
Wells Fargo

	
 

	
 

	
 

	
Collection Account


	
Wells Fargo

	
 

	
 

	
 

	
Collection Account





30






Exhibit C


1.0 Accounts. As described in Article 5 of this Agreement, the Exchangers and
QI shall establish one or more Accounts as reasonably necessary or desirable
for each LKE Program, including Collection Accounts, Disbursement Accounts and
Exchange Accounts, each at a Processing Bank (or any successor thereto), that
are intended to qualify within the definition of “Joint Accounts” described in
Section 5.02 of Rev. Proc 2003-39. Accounts will be opened and held in the name
of the Exchangers and United Rentals Exchange, LLC as Qualified Intermediary for
the Exchangers.


          a. The Collection Account(s) are intended to
facilitate the orderly and efficient collection of proceeds from the
disposition of leased assets, including the collection of all funds relating to
each LKE Program, and to allow for the sorting of Qualified Proceeds from other
monies collected, including but not limited to monthly customer rental
payments. Funds are usually collected from customers, account customer
Transferees, other Transferees, third party financiers and auctions.


          b. The Disbursement Account(s) are intended
to facilitate the orderly and efficient disbursement of funds to equipment
vendors and other Transferors, including the disbursement of all funds for the
acquisition of Replacement Property. This account will act as a clearing house
for funds disbursed to acquire Replacement Property and any other Non-Qualified
Disbursements.


          c. The Exchange Account is intended to
receive all funds relating to each LKE Program from the Collection Accounts and
provide funds relating to each LKE Program to the Disbursement Account(s) (to
the extent of the available funds in the Exchange Account and funds then
invested). With respect to Relinquished Property Subject to Liabilities,
Qualified Proceeds in the Exchange Account will be remitted to the lender of
any liability to the extent of the outstanding balance of such liability as
described in Section 3.3(ii) of this Agreement.


          d. The accounts described herein have been
established by the parties for the purposes of consummating the transactions
contemplated by this Agreement.


2.0
Proceeds from Transfer of Relinquished
Property.


          a. Collection of
Funds. From time to time
there shall be check, wire or other deposits into the Collection Accounts. The Collection Accounts are intended to facilitate
the orderly and efficient collection of Relinquished Property Proceeds from the
disposition of each Relinquished Property and other monies and to allow for the
sorting of other monies deposited in the Collection Accounts. 


          b. Separation,
Consolidation and Transfer of Funds from the Collection Account. Funds from the Collection Accounts shall be
swept into one concentration Collection Account periodically. Funds from the
concentration Collection Account shall be periodically transferred as follows:
(i) to the Exchange Account, or (ii) to the applicable Exchanger but only to
the extent of Additional Subsidies or amounts, if any, provided by the
applicable Exchanger to QI pursuant to Section 6.1 of this Agreement.


          c. Transfer
of Funds from the Exchange Account. Funds from the Exchange Account
may only be periodically transferred as follows: (i) in the case of a
Relinquished Property subject to Liabilities, to a lender of the liability to
the extent of the outstanding balance of such liability, (ii) to a Disbursement
Account to fund the acquisition of Replacement Property, (iii) to the
applicable Exchanger but only to the extent of Additional Subsidies or amounts,
if any, provided by the applicable Exchanger to QI pursuant to Section 6.1 of
this Agreement or (iv) to a Disbursement Account as necessary to cover
disbursements from a Disbursement Account in excess of the balances therein,
but only to the extent of Additional Subsidies or amounts, if any, provided by
the applicable Exchanger to QI pursuant to Section 6.1 of this Agreement that
are in the Exchange Account.


31






          d. Disbursement
of Funds from a Disbursement Account. Funds from a Disbursement Account shall from time to time be disbursed
as follows: (i) to acquire Replacement Property or (ii) to make Non-Qualified
Disbursements.


          e. Approval
of Transfers and Disbursements. All funds held in Accounts pursuant to this Agreement shall only
be transferred or disbursed upon the joint written (including electronic)
instruction of QI and the applicable Exchanger. Except in regard to the
disbursement of Additional Subsidies for Non-Qualified Disbursements, such
Exchanger’s consent to a transfer or disbursement is intended solely to protect
the integrity of Relinquished Property Proceeds and Additional Subsidies from
disbursement in circumstances inconsistent with the terms of this Agreement. 


3.0 Payment for
Replacement Property and Other Tangible Property.


          a. Reports. Each Exchanger shall provide QI with
a periodic report with respect to the Disbursement Account setting forth for
that period (1) the aggregate Replacement Property Cost expected to be
disbursed from the Disbursement Accounts, (2) the aggregate amount, if any, to
be transferred to the Disbursement Accounts from the Exchange Account to fund
such aggregate Replacement Property Cost, (3) the amount (if any) to be
transferred to the Disbursement Accounts from any other account, including any
Account designated by such Exchanger to fund such aggregate Replacement
Property Cost, and (4) adjustments, if any, to amounts previously funded from
the Exchange Account. To the extent the applicable Exchanger requests a
transfer of Relinquished Property Proceeds from the Exchange Account to the
Disbursement Accounts, such report shall also set forth the Relinquished
Property Proceeds component of such transfer(s) and the date on which the
relevant Relinquished Property was confirmed matched with Replacement Property.


          b. Funding
by QI. Consistent
with the above described reports, the applicable Exchanger shall initiate a
series of proposed transfers and disbursements setting forth the amounts to be
withdrawn from the Accounts and transferred to the Disbursement Account in
order to fund the aggregate Replacement Property Cost to be disbursed on such
day and notify QI of such proposed transfers and disbursements. If QI approves
such transfers and disbursements, QI agrees to take all appropriate actions
needed to effectuate such transfers and disbursements within 1 hour of the
receipt of such notification. If QI does not approve of any of the proposed
transfers or disbursements, QI shall notify such Exchanger of QI’s disapproval
and the reasons for such disapproval within 1 hour of the receipt of such
notification.


          c. Funding by an
Exchanger. In the event funds in the Disbursement
Accounts are insufficient to fund Replacement Property Cost disbursements, the
applicable Exchanger shall transfer Additional Subsidies to the Disbursement
Account or amounts, if any, provided by the applicable Exchanger to QI pursuant
to Section 6.1 of this Agreement.


          d. Return
of Additional Subsidies or other amounts to or on behalf of an Exchanger. As to any Additional Subsidies in any Account which the
applicable Exchanger
desires to remove from such Account or amounts, if any, provided by the
applicable Exchanger to QI pursuant to Section 6.1 of this Agreement, such
Exchanger may initiate a series of proposed transfers (setting forth the
amounts to be withdrawn from the Account and transferred to an account
designated by such Exchanger for the purpose of returning to such Exchanger
such Available Proceeds) and notify QI of such proposed transfers. If QI
approves such proposed transfers, QI agrees to take all appropriate actions
needed to effectuate such transfers within 1 hour of the receipt of such
notification. If QI does not approve of the proposed transfers, QI shall notify
such Exchanger of the disapproval and the reasons for such disapproval within 1
hour of the receipt of such notification. 


32






4.0 Investment of
Funds in the Exchange Account.


          a. Investment of Funds. During the
term of this Agreement, each Business Day, all funds in the Exchange Account
shall be automatically invested and reinvested in accordance with Section
5.1(c) of this Agreement. 


          b. Income
Reporting. Each Exchanger
and QI acknowledge and agree that the income earned on invested Exchange
Account funds invested will be attributed to the applicable Exchanger for
income tax purposes.


5.0
Restrictions upon Funds.


          a.
In the event of a
Disbursement Occurrence, then, in any such event, QI’s sole obligation as to
the Relinquished Property in question shall be to release funds, if any,
contained in the Exchange Account which no longer constitute Qualified Proceeds
to the applicable Exchanger, held in the Exchange Account by QI pursuant to the
terms and conditions of this Agreement, within five (5) days of receipt of
written notice of termination. 


6.0 Funds Transfer Procedures.


          a. By signing the Funds
Transfer Authorization attached hereto as Exhibit D (the “Funds Transfer
Authorization”), each Exchanger hereby agrees each of the persons whose names
are set forth on the Funds Transfer Authorization (each an “Authorized
Representative”) is authorized to initiate, confirm, amend and/or cancel funds
transfer instructions. Each Exchanger hereby agrees that QI is authorized to
receive funds transfer instructions via facsimile transmission, mail, in hand
or overnight delivery, and/or electronic transmission provided such electronic
transmission is subject to security procedures that are acceptable to each
Exchanger and QI (“Approved Electronic Transfer Procedures”). Except for funds
transfer requests made by Approved Electronic Transfer Procedures, each
Exchanger understands and requests that QI, shall be obligated to initiate a
telephone call in order to confirm instructions to any of the Authorized
Representatives listed on the Funds Transfer Authorization or to any other
representative of such Exchanger who, through course of dealing or otherwise
appears to QI to be involved with such Exchanger’s LKE Program.


          b. QI may rely in good faith on any Funds
Transfer Authorization without further inquiry, including without limitation,
when received via any Approved Electronic Transfer Procedures. QI may rely on
any signature, endorsement or order and any facsimile signature or oral
instruction or instruction received by any Approved Electronic Transfer
Procedures reasonably believed by QI to be made by an Authorized
Representative, and QI may act on any direction purporting to be that of an
Authorized Representative or made through any Approved Electronic Transfer
Procedures without inquiry and without regard to the application of the
proceeds thereof, provided that QI acts in good faith. QI may rely solely upon
any account numbers or similar identifying numbers provided in any Approved
Electronic Transfer Procedures to identify (i) the beneficiary, (ii) the
beneficiary’s bank, or (iii) an intermediary bank. QI may rely on the
instructions furnished in any Approved Electronic Transfer Procedures for any
payment order using any such identifying number, even when its use may result
in a person other than the beneficiary being paid, or the transfer of funds to
a bank other than the beneficiary’s bank or an intermediary bank designated.


33






          c. Each Exchanger acknowledges that these
procedures are suitable for its purposes and are commercially reasonable. 


33






Exhibit D


FUNDS
TRANSFER AUTHORIZATION 

Telephone Number(s)
for Call-Backs and Person(s) Designated to Initiate,

Confirm, Amend and/or cancel Fund Transfer Instructions


EXCHANGER NAME:
_____________________________________
Fax number:
______________________________________________
Phone number:
____________________________________________
Like-Kind Exchange Program
Account #: ______________________________________
Authorized Representatives:


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
Name

	
 

	
Telephone
  Number

	
 

	
Signature


	
1.

	
 

	
 

	
 

	
 

	
 


	
2.

	
 

	
 

	
 

	
 

	
 


	
3.

	
 

	
 

	
 

	
 

	
 





          By signing below, the undersigned represents
that each of the persons whose names are set forth above (each an “Authorized
Representative”) is authorized to initiate, confirm, amend and/or cancel funds
transfer instructions. Note: If the individual signing below is an “Authorized
Representative,” his or her name should also be included in the above profile.


EXCHANGER:


	
 

	
 

	
 


	
_____________________________________________________

	
,


	
a(n)
  _______________________  _________________________

	
 


	
 

	
 


	
By:

	
 

	
 


	
 

	


	
 


	
Print
  Name:

	
 

	
 


	
 

	


	
 


	
Title:

	
 

	
 


	
 

	


	
 





35






Exhibit E


          FORM OF LIMITED POWER OF ATTORNEY PURSUANT TO SECTION
5.1(d)


          KNOW ALL MEN BY THESE PRESENTS, that United Rentals
Exchange, LLC
(“Grantor”), a Delaware limited liability company, does hereby appoint each of
United Rentals (North America), Inc. a Delaware corporation (“URNA”), and
United Rentals Northwest, Inc., an Oregon corporation (“URNW” and, together
with URNA, the “Grantees”), as its attorney-in-fact, with full power of
substitution, and hereby authorizes and empowers each Grantees, in the name of
and on behalf of Grantor, to take the following actions from time to time with
respect to Joint Disbursement Accounts referred to in the Master Exchange
Agreement dated as of January 1, 2009 (the “Exchange Agreement”) among Grantor,
Grantees and IPX1031 LLC, a
Delaware limited liability company, in connection with
proposed check or EFT disbursements from the Disbursement Accounts pursuant to
Section 5.1(d) of the Exchange Agreement, for the purpose of enabling Grantee
in the name of the Grantor to prepare and execute check disbursements, upon
such terms and conditions as Grantee deems advisable, namely:


          1. Prepare any check disbursement approved by Grantor in
accordance with
Section 5.1(d) of the Exchange Agreement;


          2. Execute in the name of Grantor and deliver such check
disbursements
and take any and all further action in the name of and on behalf of Grantor as
may be required or deemed desirable to accomplish any and all of the foregoing
and carry out the purposes of this Power of Attorney;


          3. Prepare any EFT disbursement approved by Grantor in
accordance with
Section 5.1(d) of the Exchange Agreement; 


          4.  Execute in the name of the
Grantor and deliver such EFT disbursements and take any and all further action
in the name of and on behalf of Grantor as may be required or deemed desirable
to accomplish any and all of the foregoing and carry out the purposes of this
Power of Attorney. 


          Grantee is hereby empowered to do any and all lawful acts
requisite for
effecting the preparation, execution and delivery of any check and EFT
disbursements approved by Grantor in accordance with Section 5.1(d) of the
Exchange Agreement and Grantor hereby ratifies and confirms any and all lawful
acts that Grantee shall do pursuant to and in conformity with this Power of
Attorney.


          Capitalized terms used but not defined herein shall have
the meanings set
forth in the Exchange Agreement.


          This Power of Attorney is revocable upon notice by
Grantor, and if not
earlier revoked shall expire upon the termination of the Exchange Agreement.
This Power of Attorney shall become effective on midnight on January 1, 2009.


36






          Grantor executes this power of attorney with the intent
to be legally
bound hereby, and with the intent that the execution shall have the full
dignity afforded by the accompanying witnessing and notarization and all lesser
dignity resulting from the absence of such witnessing and notarization or any
combination thereof.


37






Dated as of this ___ day of ______, 2008


	
 


	
United Rentals Exchange LLC, a Delaware limited
  liability company


	
By: 


	
Name:


	
Title: 





STATE OF ________________________


COUNTY OF ________________________


	
 

	
 

	
 


	
 

	
          I,
  the undersigned, a Notary Public in and for said County, in said
  Commonwealth, hereby certify that ________________________ and
  ______________________, whose names as __________________ and
  ____________________, respectively, of _____________, a ________________, is
  signed to the foregoing instrument, and who is known to me, acknowledged
  before me on this day, that, being informed of the contents thereof, he, as
  such officer and with full authority, executed the same voluntarily for and
  as the act of said corporation.


	
 

	
 


	
 

	
          Given under my hand and official seal, this ___ day of
_____, 2008.


	
 

	
 


	
 

	
          (SEAL)

	
NOTARY PUBLIC





My Commission Expires: ___________


38






FORM OF LIMITED
POWER OF ATTORNEY PURSUANT TO SECTION 5.1(d)


          KNOW ALL MEN BY THESE PRESENTS, that United Rentals
Exchange, LLC
(“Grantor”), a Delaware limited liability company, does hereby appoint
SourceNet Solutions Inc., a Delaware corporation (the “Grantee”), as its
attorney-in-fact, with full power of substitution, and hereby authorizes and
empowers the Grantee, in the name of and on behalf of Grantor, to take the
following actions from time to time with respect to Joint Disbursement Accounts
referred to in the Master Exchange Agreement dated as of January 1, 2009 (the
“Exchange Agreement”) among Grantor, United Rentals (North America), Inc., a
Delaware corporation (“URNA”), United Rentals Northwest, Inc., an Oregon
corporation (“URNW”) and IPX1031 LLC, a Delaware limited liability company, in connection
with proposed check disbursements from the Disbursement Accounts pursuant to
Section 5.1(d) of the Exchange Agreement, for the purpose of enabling Grantee
in the name of the Grantor to prepare and execute check disbursements, upon
such terms and conditions as Grantee deems advisable, namely:


          1. Prepare any check disbursement approved by Grantor in
accordance with
Section 5.1(d) of the Exchange Agreement; and


          2. Execute in the name of Grantor and deliver such check
disbursements
and take any and all further action in the name of and on behalf of Grantor as
may be required or deemed desirable to accomplish any and all of the foregoing
and carry out the purposes of this Power of Attorney.


          Grantee is hereby empowered to do any and all lawful acts
requisite for
effecting the preparation, execution and delivery of any check disbursements
approved by Grantor in accordance with Section 5.1(d) of the Exchange Agreement
and Grantor hereby ratifies and confirms any and all lawful acts that Grantee
shall do pursuant to and in conformity with this Power of Attorney.


          Capitalized terms used but not defined herein shall have
the meanings set
forth in the Exchange Agreement.


          This Power of Attorney shall become effective on midnight
on January 1,
2009. This Power of Attorney is revocable upon notice by Grantor, and if not
earlier revoked shall expire upon the earlier of (i) the revocation of the
power of attorney dated as of December [  ], 2008 among the Grantor, URNA and
URNW and (ii) the termination of the Exchange Agreement.


          Grantor executes this power of attorney with the intent
to be legally
bound hereby, and with the intent that the execution shall have the full
dignity afforded by the accompanying witnessing and notarization and all lesser
dignity resulting from the absence of such witnessing and notarization or any
combination thereof.


39






Dated as of this ___ day of ______, 2008


	
 


	
United Rentals Exchange LLC, a Delaware limited
  liability company


	
By: 


	
Name:


	
Title: 





STATE OF ________________________


COUNTY OF ________________________


	
 

	
 

	
 


	
 

	
          I,
  the undersigned, a Notary Public in and for said County, in said
  Commonwealth, hereby certify that ________________________ and
  ______________________, whose names as __________________ and
  ____________________, respectively, of _____________, a ________________, is
  signed to the foregoing instrument, and who is known to me, acknowledged
  before me on this day, that, being informed of the contents thereof, he, as
  such officer and with full authority, executed the same voluntarily for and
  as the act of said corporation.


	
 

	
 


	
 

	
          Given under my hand and official seal, this ___ day of
_____, 2008.


	
 

	
 


	
 

	
          (SEAL)

	
NOTARY PUBLIC





My Commission Expires: ___________


40