8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): December 31, 2008

UNITED RENTALS, INC.
UNITED RENTALS (NORTH AMERICA), INC.
(Exact Name of Registrant as Specified in Its Charter)

Delaware	001-14387	06-1522496
Delaware	001-13663	06-1493538
(State or Other Jurisdiction of	(Commission	(IRS Employer
Incorporation)	File Number)	Identification No.)
Five Greenwich Office Park Greenwich, CT		06831
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (203) 622-3131

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.          Entry into a Material Definitive Agreement.

Amended and Restated Accounts Receivable Facility

Effective January 1, 2009, Calyon New York Branch (“Calyon”), the Bank of Nova Scotia (“Scotia” and together with Calyon, the “Banks”), Atlantic Asset Securitization LLC (“Atlantic”), Liberty Street Funding LLC (“Liberty Street”), United Rentals Receivables LLC II (the “SPV”), United Rentals, Inc. (the “Company”), United Rentals (North America), Inc. (“URNA”) and United Rentals Northwest, Inc. (“URNW”) (collectively the “Originators”) entered into (i) an Amended and Restated Purchase and Contribution Agreement between the Originators, the Company and the SPV; and (ii) an Amended and Restated Receivables Purchase Agreement between the SPV, as Seller, the Company, Atlantic and Liberty Street, as Purchasers, Calyon, as a bank, as purchaser agent for Atlantic and as administrative agent, and Scotia, as a bank and as purchase agent for Liberty (collectively, the “Amended and Restated Agreements”). The Amended and Restated Agreements replace the comparable agreements that initially established an accounts receivable securitization facility in May 2005 and were last amended in October 2006. The Amended and Restated Agreements, among other things, provide for an increase in the accounts receivable securitization facility from $300 million to $325 million and make adjustments to the receivables subject to purchase and otherwise to accommodate the establishment of an LKE program (as defined and discussed below). In connection with entering into the Amended and Restated Agreements, the Company also agreed to a modified pricing structure which is based on (i) the Company’s senior secured leverage ratio, as defined in URNA’s senior secured credit facility (entered into in June 2008) and (ii) the securitization facility utilization percentage. Copies of the Amended and Restated Agreements are attached hereto as Exhibits 10.1 and 10.2, respectively, and incorporated by reference herein. The foregoing summary is qualified in its entirety by reference to the full texts of the Amended and Restated Agreements. In connection with executing the Amended and Restated Agreements, the Company also separately confirmed that its performance undertaking given in May 2005 in connection with the initial establishment of the securitization facility remains in full force and effect after the amendment and restatements.

Like-Kind Exchange Program

Effective January 1, 2009, the Company, through its URNA and URNW subsidiaries, has established a like-kind exchange asset management program (the “LKE program”) for its equipment whereby the tax on gains from the disposal of eligible revenue-earning equipment is deferred. The LKE program enables the Company to exchange (through a qualified intermediary) equipment being relinquished with replacement equipment on a tax-deferred basis and requires the Company to take a carry-over tax basis in the replacement equipment equal to the remaining tax basis of relinquished equipment, with certain adjustments. A copy of the Master Exchange Agreement is attached hereto as Exhibit 10.3 and incorporated by reference herein, and the foregoing summary is qualified in its entirety by reference to the full text thereof.

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Item 2.03.          Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in the first paragraph of Item 1.01 of this Report under the heading entitled “Amended and Restated Accounts Receivable Facility” is incorporated by reference under this Item.

Item 5.02.          Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On November 24, 2008, the Company announced that, effective December 1, 2008, Martin E. Welch III, who had been serving as the Company’s chief financial officer since March 2006, would step down from that position and be replaced by William B. Plummer. The Company also disclosed in a Current Report on Form 8-K filed the next day (the “Form 8-K”) that it had agreed to pay Mr. Welch his regular base salary during a transition period expected to continue until March 31, 2009, but which could be terminated earlier in the Company’s discretion. The Form 8-K also disclosed that Mr. Welch would receive (i) the severance benefits to which he is entitled under Section 4(d) of his employment agreement (applicable to a termination by him with “Good Reason” or a termination by the Company without “Cause”) (190% of base salary paid over a one year period), (ii) full or pro rata vesting of his remaining outstanding time-vested RSU grant (depending upon the date and manner of the end of the transition period) and (iii) his performance-based cash bonus and performance-based RSU vesting for 2008, in each case to the extent that the respective performance goals for such awards are certified by the Compensation Committee of the Company as having been met at or above threshold levels.

On December 31, 2008, the Company entered into a formal separation agreement with Mr. Welch incorporating the above-described terms, as well as a general release from Mr. Welch, certain provisions intended to comply with the requirements of Internal Revenue Code Section 409A and a commitment to pay his post-termination COBRA premiums for one year as a part of his overall severance. A copy of the agreement is attached hereto as Exhibit 10.4 and is incorporated herein by reference, and the foregoing summary is qualified in its entirety by reference to the full text thereof.

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Item 9.01.          Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	Amended and Restated Purchase and Contribution Agreement, dated as of December 22, 2008, by and among United Rentals Receivables LLC II, United Rentals, Inc., United Rentals (North America), Inc. and United Rentals Northwest, Inc. (without annexes)
10.2	Amended and Restated Receivables Purchase Agreement, dated as of December 22, 2008, by and among Calyon New York Branch, The Bank of Nova Scotia, Atlantic Asset Securitization LLC, Liberty Street Funding LLC, United Rentals Receivables LLC II and United Rentals, Inc. (without annexes)
10.3	Master Exchange Agreement, dated as of January 1, 2009 by and among United Rentals Exchange, LLC, IPX1031 LLC, United Rentals (North America), Inc. and United Rentals Northwest, Inc.
10.4	Separation Agreement and General Release, dated December 31, 2008, between United Rentals, Inc. and Martin E. Welch III.

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SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 7, 2009	UNITED RENTALS, INC.
	By:	/s/ Roger E. Schwed
		Name: Roger E. Schwed
		Title: General Counsel
	UNITED RENTALS (NORTH AMERICA), INC.
	By:	/s/ Roger E. Schwed
		Name: Roger E. Schwed
		Title: General Counsel

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EXHIBIT INDEX

Exhibit No.	Description
10.1	Amended and Restated Purchase and Contribution Agreement, dated as of December 22, 2008, by and among United Rentals Receivables LLC II, United Rentals, Inc., United Rentals (North America), Inc. and United Rentals Northwest, Inc. (without annexes)
10.2	Amended and Restated Receivables Purchase Agreement, dated as of December 22, 2008, by and among Calyon New York Branch, The Bank of Nova Scotia, Atlantic Asset Securitization LLC, Liberty Street Funding LLC, United Rentals Receivables LLC II and United Rentals, Inc. (without annexes)
10.3	Master Exchange Agreement, dated as of January 1, 2009, by and among United Rentals Exchange, LLC, IPX1031 LLC, United Rentals (North America), Inc. and United Rentals Northwest, Inc.
10.4	Separation Agreement and General Release, dated December 31, 2008, between United Rentals, Inc. and Martin E. Welch III.

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EX-10.1

Exhibit 10.1

AMENDED AND RESTATED PURCHASE AND CONTRIBUTION AGREEMENT

Dated as of December 22, 2008

between

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

as Originators

UNITED RENTALS, INC.,

as Collection Agent

and

UNITED RENTALS RECEIVABLES LLC II

as Buyer

TABLE OF CONTENTS

		Page
PRELIMINARY STATEMENTS		1
ARTICLE I DEFINITIONS		1
SECTION 1.01	Certain Defined Terms	1
SECTION 1.02	Other Terms	8
ARTICLE II AMOUNTS AND TERMS OF PURCHASES AND CONTRIBUTIONS		8
SECTION 2.01	Facility	8
SECTION 2.02	Making Purchases	8
SECTION 2.03	Contributions	9
SECTION 2.04	Collections	9
SECTION 2.05	Settlement Procedures	10
SECTION 2.06	Payments and Computations, Etc.	10
ARTICLE III CONDITIONS OF PURCHASES		10
SECTION 3.01	Conditions Precedent to Initial Purchase from the Originators	10
SECTION 3.02	Conditions Precedent to All Purchases and Contributions	12
SECTION 3.03	Certification as to Representation and Warranties	12
ARTICLE IV REPRESENTATIONS AND WARRANTIES		13
SECTION 4.01	Representations and Warranties of the Originators	13
ARTICLE V COVENANTS		15
SECTION 5.01	Covenants of the Originators	15
SECTION 5.02	Covenant of the Originators and the Buyer	21
ARTICLE VI ADMINISTRATION AND COLLECTION OF RECEIVABLES		21
SECTION 6.01	Designation and Responsibilities of Collection Agent	21
SECTION 6.02	Rights and Remedies	22
SECTION 6.03	Transfer of Records to Buyer	22
ARTICLE VII EVENTS OF TERMINATION		23
SECTION 7.01	Events of Termination	23
ARTICLE VIII INDEMNIFICATION		25

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SECTION 8.01		Indemnities by the Originators	25
ARTICLE IX MISCELLANEOUS			27
SECTION 9.01		Amendments, Etc.	27
SECTION 9.02		Notices, Etc.	27
SECTION 9.03		Binding Effect; Assignability	28
SECTION 9.04		Costs, Expenses and Taxes	28
SECTION 9.05		No Proceedings	29
SECTION 9.06		Confidentiality	29
SECTION 9.07		GOVERNING LAW	29
SECTION 9.08		SUBMISSION TO JURISDICTION	29
SECTION 9.09		WAIVER OF JURY TRIAL	30
SECTION 9.10		Third Party Beneficiary	30
SECTION 9.11		Execution in Counterparts	30
SECTION 9.12		Survival of Termination	30
SECTION 9.13		Severability	31
ANNEXES
ANNEX A	Credit and Collection Policy
ANNEX B	Collection Account Banks and Controlled Account Bank
ANNEX C	Financing Statements

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AMENDED AND RESTATED PURCHASE AND CONTRIBUTION AGREEMENT

Dated as of December 22, 2008

          UNITED RENTALS (NORTH AMERICA), INC., a Delaware corporation, and UNITED RENTALS NORTHWEST, INC., an Oregon corporation, (each an “Originator” and collectively, the “Originators”), UNITED RENTALS, INC., a Delaware corporation, (“United Rentals”), as Collection Agent, and UNITED RENTALS RECEIVABLES LLC II, a Delaware limited liability company (the “Buyer”), agree as follows:

PRELIMINARY STATEMENTS

          (1) Certain terms which are capitalized and used throughout this Agreement (in addition to those defined above) are defined in Article I of this Agreement. Capitalized terms not defined herein are used as defined in the Receivables Agreement.

          (2) Each Originator has Receivables that it wishes to sell to the Buyer, and the Buyer is prepared to purchase such Receivables on the terms set forth herein.

          (3) Each Originator may also wish to contribute Receivables to the capital of the Buyer on the terms set forth herein.

          (4) The parties hereto previously entered into that certain Purchase and Contribution Agreement, dated as of May 31, 2005.

          (5) The parties hereto now desire to amend and restate the Purchase and Contribution Agreement in its entirety as set forth herein and with the effect from the Effective Time (as defined in the Receivables Agreement).

          NOW, THEREFORE, the parties agree as follows:

ARTICLE I

DEFINITIONS

          SECTION 1.01    Certain Defined Terms.

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

          “Administrative Agent” means Calyon, in its capacity as administrative agent under the Receivables Agreement for the banks, or any successor administrative agent appointed pursuant to the terms of the Receivables Agreement.

          “Adverse Claim” means a lien, security interest, or other charge or encumbrance, or any other type of preferential arrangement.

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

          “Alternate Base Rate” means:

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

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

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

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

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

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

          “Atlantic” means Atlantic Asset Securitization LLC, as a purchaser under the Receivables Agreement.

          “Business Day” means any day (other than a Saturday or Sunday) on which banks are not authorized or required to close in New York City.

          “Calyon” means Calyon New York Branch and its permitted successors and assigns.

          “Capital Lease” shall have the meaning set forth in the Credit Agreement.

          “Collateral” shall have the meaning set forth in Section 5.02 of this Agreement.

          “Collection Account” means any joint deposit accounts, which may be, either a lock-box account or an account into which ROA Collections are deposited, established in the joint name of the Seller and the Qualified Intermediary and maintained for the purpose of receiving Collections.

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

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          “Collection Account Banks” means the banks or other financial institutions holding the Collection Accounts.

          “Collection Agent” means at any time the Person then authorized pursuant to Section 6.01 to service, administer and collect Transferred Receivables.

          “Collections” means, with respect to any Transferred Receivable, (a) all funds which are received by an Originator, the Seller or the Collection Agent in payment of any amounts owed in respect of such Transferred Receivable (including, without limitation, purchase price, finance charges, interest and all other charges), or applied to amounts owed in respect of such Transferred Receivable (including, without limitation, insurance payments and net proceeds of the sale or other disposition of repossessed goods or other collateral or property of the related Obligor or any other party directly or indirectly liable for the payment of such Transferred Receivable and available to be applied thereon), (b) all Collections received as a result of a repurchase pursuant to Section 2.05 and (c) all other proceeds of such Transferred Receivable.

          “Contract” means an agreement between an Originator and an Obligor, substantially in the form of one of the written contracts or (in the case of any open account agreement) one of the invoices approved by the Buyer, pursuant to or under which such Obligor shall be obligated to pay for goods or services from time to time.

          “Contributed Receivable” has the meaning specified in Section 2.03.

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

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

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

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

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          “Credit and Collection Policy” means those receivables credit and collection policies and practices of the Originators in effect on the date of this Agreement applicable to the Receivables and described in Annex A hereto, as modified in compliance with this Agreement.

          “Debt” shall have the meaning set forth in the Credit Agreement.

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

          “Discount” means, in respect of each purchase, 2.0% of the Outstanding Balance of the Receivables that are the subject of such purchase; provided, however, the foregoing percentage may be revised by request of either of the parties to such purchase provided that such revision is consented to by both of such parties and by the Administrative Agent.

          “ENB Receivable” means the U.S. dollar denominated indebtedness of any Obligor resulting from the provision of services to such Obligor by an Originator under a Contract generated by the Originator in the ordinary course of its business for which all actions required to be performed by the Originator have been performed (except for the presentment by the Originator of an invoice to the Obligor), and includes the right to payment of any sales tax, interest or finance charges and other obligations of such Obligor with respect thereto, payment for which has been directed to the Controlled Account listed in Annex B hereto.

          “Equity Interests” shall have the meaning set forth in the Credit Agreement.

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

          “Event of Termination” has the meaning specified in Section 7.01.

          “Facility Termination Date” means the earliest of (a) October 20, 2011, (b) the date determined pursuant to Section 7.01, (c) the date which the Buyer designates by at least five Business Days’ notice to the Administrative Agent and each Purchaser Agent and (d) the date upon which the Credit Agreement is terminated in connection with an Event of Default thereunder.

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

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

          “GAAP” means generally accepted accounting principles in the United States of America.

          “Government Obligor” means any obligor that is the United States, any State thereof, any municipality or other government, or any agency, department or instrumentality thereof.

          “Governmental Authority” means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

          “Guaranty” shall have the meaning set forth in the Credit Agreement.

          “Hedge Agreement” shall have the meaning set forth in the Credit Agreement.

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

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

          “Indemnified Amounts” has the meaning specified in Section 8.01.

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

          “Liberty” means Liberty Street Funding LLC, as a purchaser under the Receivables Agreement.

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

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

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

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

          “Purchase Date” means the date of each purchase of Receivables under this Agreement.

          “Purchased Receivable” means any Receivable or ENB Receivable which, pursuant to Article II has been identified as a Purchased Receivable and purchased by the Buyer.

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

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

          “Receivable” means the U.S. dollar denominated indebtedness of any Obligor resulting from the provision or sale of goods or services to such Obligor by an Originator under a Contract generated by the Originator in the ordinary course of its business for which all actions required to be performed by the Originator have been performed (except in the case of ENB Receivables, for which the related Originator will not have presented an invoice to the related Obligor), and includes the right to payment of any sales tax, interest or finance charges and other obligations of such Obligor with respect thereto, payment for which has been directed to the Controlled Account listed in Annex B hereto; provided that “Receivable” shall not include any Equipment Sale Receivables. For the avoidance of doubt, Receivables shall include ENB Receivables.

          “Receivables Agreement” means that certain Amended and Restated Receivables Purchase Agreement, dated as of the date hereof, among the Buyer, as seller, Atlantic Asset Securitization LLC, as a purchaser, Liberty Street Funding LLC, as a purchaser, Calyon, as administrative agent and as Atlantic purchaser agent, Scotia Capital, as Liberty purchaser agent and United Rentals, as collection agent, as amended or restated from time to time.

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

                    (a) any goods (excluding any returned goods with respect to a Receivable which has been repurchased pursuant to Section 2.05 of this Agreement) relating to any sale giving rise to such Transferred Receivable;

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

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

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

          “Scotia Capital” means The Bank of Nova Scotia and its successors and assigns.

          “Settlement Date” means such day or days each month as are selected from time to time by the Buyer or its designee in a written notice to the Collection Agent.

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

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

          “Taxes” means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority.

          “Transaction Documents” means any of the Agreement, the Receivables Agreement (as defined herein), the Fee Agreements, the Performance Undertaking Agreement (each as defined in the Receivables Agreement) and all other agreements and documents delivered and/or related hereto or thereto.

          “Transferred Receivable” means a Purchased Receivable or a Contributed Receivable.

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

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          “United (NA)” means United Rentals (North America), Inc. a Delaware corporation, and its successors and permitted assigns.

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

          SECTION 1.02    Other Terms.

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

ARTICLE II

AMOUNTS AND TERMS OF PURCHASES AND CONTRIBUTIONS

          SECTION 2.01    Facility.

          On the terms and conditions hereinafter set forth and without recourse (except to the extent as is specifically provided herein), the Originators agree to sell and the Buyer agrees to purchase Receivables of the Originators from time to time during the period from the date hereof to the Facility Termination Date.

          SECTION 2.02    Making Purchases.

                    (a) Purchases. On the date of the initial purchase hereunder, the Originators shall sell, transfer, assign and convey to the Buyer all Receivables owned by the Originators as of the close of business on the Business Day immediately preceding such Purchase Date (other than Receivables constituting Contributed Receivables pursuant to Section 2.03). Each Originator shall, on each Business Day occurring thereafter prior to the Facility Termination Date, sell, transfer, assign and convey to the Buyer all Receivables owned by such Originator as of the close of business on the immediately preceding Business Day. On each Purchase Date, the Buyer shall, upon satisfaction of the applicable conditions set forth in Article III, pay the purchase price for such purchase by the deposit of such amount in same day funds to such account(s) as may be designated by the Originators. To the extent that funds are not paid at the time a Receivable is transferred, such Transferred Receivable will be deemed a Contributed Receivable.

                    (b) Determination of Purchase Price. The purchase price for the Receivables that are the subject of any purchase hereunder shall be determined on an arms length basis on or prior to the date of such purchase, and shall be equal to the Outstanding Balance of such Receivables, minus the Discount for such purchase.

                    (c) Ownership of Receivables and Related Security. On each Purchase Date, after giving effect to each purchase or contribution, the Buyer shall own the Transferred Receivables. The acquisition of any Receivable shall include all rights to, but not the obligations under, all Related Security with respect to such Receivable and all Collections with respect thereto and other proceeds of such Receivable and Related Security.

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                    (d) Intention of the Parties. It is the express intent of the parties hereto that the transfers of the Receivables and related rights by each Originator to the Buyer, as contemplated by this Agreement be, and be treated as, true sales of the Transferred Receivables and the Related Security for all purposes, providing the Buyer with full risks and benefits of ownership and not as loans secured by the Receivables and related rights. If, notwithstanding the intent of the parties or any other provision hereof, any Transferred Receivable and the Related Security conveyed hereunder is construed to constitute property of any Originator or such conveyance is not treated as a sale to Buyer for all purposes, then (i) this Agreement also is intended by the parties to be, and hereby is, a security agreement within the meaning of the UCC; and (ii) the conveyance by the Originators provided for in this Agreement shall be treated as the grant of, and each Originator hereby grants to Buyer, a first priority security interest in, to and under all of the Originators’ right, title and interest in, to and under all Transferred Receivables and the Related Security other than any Permitted Liens, and proceeds relating thereto conveyed by the Originators to Buyer, to secure the payment and performance of the Originators’ obligations to Buyer under this Agreement or as may be determined in connection therewith by applicable law. Each Originator and Buyer shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in, and not to constitute a sale of, Transferred Receivables and the Related Security, such security interest would be deemed to be a perfected security interest in favor of Buyer under applicable law and shall be maintained as such throughout the term of this Agreement.

          SECTION 2.03    Contributions.

          United (NA) may from time to time at its option, by notice to the Buyer, identify Receivables which it proposes to contribute to the Buyer as a capital contribution. Such Receivables shall be identified by reference to a report prepared by United (NA). On the date of each such contribution and after giving effect thereto, the Buyer shall own the Receivables so identified and contributed (collectively, the “Contributed Receivables”) and all Related Security with respect thereto.

          SECTION 2.04    Collections.

                    (a) Unless otherwise agreed, the Collection Agent shall, on each Settlement Date, deposit into an account of the Buyer or the Buyer’s assignee all Collections of Transferred Receivables then held by the Collection Agent.

                    (b) In the event that an Originator believes that amounts that are not Collections of Transferred Receivables have been deposited into an account of the Buyer or the Buyer’s assignee, such Originator shall so advise the Buyer and, on the Business Day following such identification, the Buyer shall remit, or shall cause to be remitted, to such Originator all amounts so deposited that are identified, to the Buyer’s satisfaction, to be amounts that are not Collections of Transferred Receivables.

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          SECTION 2.05    Settlement Procedures.

                    (a) If on any day, the Outstanding Balance of any Transferred Receivable is reduced or adjusted as a result of any Dilution, or any setoff or dispute between an Originator and an Obligor due to a claim arising out of the same or any other transaction or if on any day any of the representations and warranties made by an Originator in Section 4.01(i) with respect to any Transferred Receivable is no longer true, such Originator shall repurchase such Transferred Receivable on the next succeeding Settlement Date for a repurchase price equal to the Outstanding Balance of such Transferred Receivable. Each repurchase of a Transferred Receivable shall include the Related Security with respect to such Transferred Receivable. The proceeds of any such repurchase shall be deemed to be a Collection in respect of such Transferred Receivable. If United Rentals is not the Collection Agent, each Originator shall pay to the Collection Agent on or prior to the next Settlement Date the repurchase price required to be paid pursuant to this subsection.

                    (b) Except as stated in subsection (a) of this Section or as otherwise required by law or the underlying Contract, all Collections from an Obligor of any Transferred Receivable shall be applied to the Transferred Receivables of such Obligor in the order of the age of such Transferred Receivables, starting with the oldest such Transferred Receivable, unless such Obligor designates its payment for application to specific Transferred Receivables.

          SECTION 2.06    Payments and Computations, Etc.

                    (a) All amounts to be paid or deposited by the Originators or the Collection Agent hereunder shall be paid or deposited no later than 11:00 A.M. (New York City time) on the day when due in same day funds to the account designated by the Buyer.

                    (b) Each Originator shall, to the extent permitted by law, pay to the Buyer interest on any amount not paid or deposited by such Originator (whether as Collection Agent or otherwise) when due hereunder at an interest rate per annum equal to 2% per annum above the Alternate Base Rate, payable on demand.

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

ARTICLE III

CONDITIONS OF PURCHASES

          SECTION 3.01    Conditions Precedent to Initial Purchase from the Originators.

          The initial purchase of Receivables from the Originators hereunder is subject to the conditions precedent that the Buyer shall have received on or before the date of such purchase the following, each (unless otherwise indicated) dated such date, in form and substance satisfactory to the Buyer:

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                    (a) A certificate of the Secretary or Assistant Secretary of each Originator certifying (i) copies of the resolutions of the Board of Directors of each corporate Originator approving this Agreement, (ii) copies of all documents evidencing other necessary corporate or limited partnership action and governmental approvals, if any, with respect to this Agreement and (iii) the names and true signatures of the officers of each Originator authorized to sign this Agreement and the other documents to be delivered by it hereunder (on which certificate the Buyer and Collection Agent, if other than such Originator, may conclusively rely until such time as the Buyer and the Collection Agent shall receive from such Originator a revised certificate meeting the requirements of this subsection (a));

                    (b) A copy of the organizational documents of each Originator, certified as of a recent date by the Secretary of State or other appropriate official of the state of its organization, and a certificate as to the good standing of each such Originator from the applicable Secretary of State or other official, dated as of recent date;

                    (c) Acknowledgment copies or time stamped receipt copies of proper financing statements, duly filed on or before the date of the initial purchase, naming each Originator as the debtor/seller and the Buyer as the secured party/purchaser, or other similar instruments or documents, as the Buyer, Administrative Agent or a Purchaser Agent may deem necessary or desirable under the UCC of all appropriate jurisdictions or other applicable law to perfect the Buyer’s ownership of and security interest in the Collateral;

                    (d) A written search report from a Person satisfactory to the Administrative Agent and each Purchaser Agent listing all effective financing statements that name each Originator in the jurisdictions in which filings were made pursuant to the foregoing subsection (c), together with copies of such financing statements (none of which, except for those described in the foregoing subsection (c) and those financing statements covering any Permitted Liens shall cover any Receivable or any related right) and tax and judgment lien search reports from a Person satisfactory to the Administrative Agent and each Purchaser Agent showing no evidence of any liens filed against any Originator with respect to the Receivables or related rights;

                    (e) Acknowledgment copies or time stamped receipt copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in the Collateral previously granted by the Originators other than with respect to any Permitted Liens;

                    (f) Evidence (i) of the execution and delivery by each of the parties thereto of each of the other Transaction Documents to be executed and delivered in connection herewith and (ii) that each of the conditions precedent to the execution, delivery and effectiveness of such other Transaction Documents has been satisfied to the Buyer’s satisfaction;

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                    (g) A certificate from an officer of each Originator to the effect that the Collection Agent and such Originator have placed on the most recent, and have taken all steps reasonably necessary to ensure that there shall be placed on subsequent, summary master control data processing reports the indicator “BO” and in the related policy and procedure bulletin defining the “BO” marker” the following legend (or the substantive equivalent thereof) has been included: “THE RECEIVABLES DESCRIBED HEREIN HAVE BEEN SOLD TO UNITED RENTALS RECEIVABLES LLC II, PURSUANT TO AN AMENDED AND RESTATED PURCHASE AND CONTRIBUTION AGREEMENT, DATED AS OF DECEMBER 22, 2008, AMONG UNITED RENTALS, INC., THE ORIGINATORS NAMED THEREIN AND UNITED RENTALS RECEIVABLES LLC II; AND AN INTEREST IN THE RECEIVABLES DESCRIBED HEREIN HAS BEEN GRANTED TO THE ADMINISTRATIVE AGENT, PURSUANT TO AN AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, DATED AS OF DECEMBER 22, 2008, AMONG UNITED RENTALS RECEIVABLES LLC II, UNITED RENTALS, INC., LIBERTY STREET FUNDING LLC, THE BANK OF NOVA SCOTIA, ATLANTIC ASSET SECURITIZATION LLC, CALYON NEW YORK BRANCH.”; and

                    (h) A favorable opinion of counsel for each Originator, substantially in such form and as to such matters as the Buyer or Administrative Agent may reasonably request.

          SECTION 3.02    Conditions Precedent to All Purchases and Contributions.

          Each purchase and contribution (including the initial purchase and contribution) hereunder shall be subject to the further conditions precedent that:

                    (a) on the date of such purchase or contribution the following statements shall be true (and each Originator, by accepting the amount of such purchase or contribution, shall be deemed to have certified that):

          (i) the representations and warranties contained in Section 4.01 are correct on and as of the date of such purchase or contribution as though made on and as of such date, and

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

                    (b) the Buyer shall not have delivered to such Originator a notice that the Buyer shall not make any further purchases or receive any additional contributions of Transferred Receivables hereunder; and

                    (c) the Buyer shall have received such other approvals, opinions or documents as the Buyer may reasonably request.

          SECTION 3.03    Certification as to Representation and Warranties.

          Each Originator, by accepting the Purchase Price related to each purchase of Receivables (and related rights) generated by such Originator, shall be deemed to have certified that the representations and warranties contained in Article IV are true and correct on and as of such day, with the same effect as though made on and as of such day.

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ARTICLE IV

REPRESENTATIONS AND WARRANTIES

          SECTION 4.01    Representations and Warranties of the Originators.

          Each Originator represents and warrants as follows:

                    (a) Such Originator is an organization validly existing and in good standing under the laws of the jurisdiction of its organization, and is duly qualified to do business, and is in good standing, in every jurisdiction where the nature of its business requires it to be so qualified.

                    (b) The execution, delivery and performance by such Originator of each Transaction Document to which it is a party, (i) are within such Originator’s organizational or limited partnership powers, (ii) have been duly authorized by all necessary organizational or limited partnership action, (iii) do not contravene (1) such Originator’s charter or by-laws or limited partnership agreement, (2) any law, rule or regulation applicable to such Originator, (3) any contractual or limited partnership agreement restriction binding on or affecting such Originator or its property or (4) any order, writ, judgment, award, injunction or decree binding on or affecting such Originator or its property, and (iv) do not result in or require the creation of any Adverse Claim upon or with respect to any of its properties (except for the transfer of such Originator’s interest in the Transferred Receivables pursuant to this Agreement); and no transaction contemplated by this Agreement requires compliance with any bulk sales act or similar law. This Agreement has been duly executed and delivered by a duly authorized officer of such Originator.

                    (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by such Originator of this Agreement or any other document to be delivered hereunder, except for the filing of UCC financing statements which are referred to herein.

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

                    (e) Sales and contributions made pursuant to this Agreement will constitute a valid sale, transfer and assignment of the Transferred Receivables to the Buyer, enforceable against creditors of, and purchasers from, such Originator. Such Originator shall have no remaining property interest in any Transferred Receivable.

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                    (f) The consolidated balance sheets of United Rentals and its Subsidiaries as at the end of its most recent fiscal year, and the related consolidated statements of income and retained earnings of United Rentals and its Subsidiaries for such fiscal year, copies of which have been or will be furnished to the Buyer in accordance with Section 5.01(j) below, fairly present the financial condition of United Rentals and its Subsidiaries as at such date and the results of the operations of United Rentals and its Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied, and since the end of its most recent fiscal year there has been no material adverse change in the business, operations, property or financial condition of United Rentals and its Subsidiaries.

                    (g) There is no pending or, to such Originator’s knowledge, threatened action or proceeding affecting such Originator before any court, governmental agency or arbitrator which may materially adversely affect the financial condition or operations of such Originator or the ability of such Originator to perform its obligations under this Agreement, or which purports to affect the legality, validity or enforceability of this Agreement; such Originator is not in default with respect to any order of any court, arbitration or governmental body except for defaults with respect to orders of governmental agencies which defaults are not material to the business or operations of such Originator.

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

                    (i) Each Transferred Receivable, together with the Related Security, is owned (prior to its sale or contribution hereunder) by the Originator free and clear of any Adverse Claim (other than any Adverse Claim arising solely as the result of any action taken by the Buyer and any Permitted Liens). When the Buyer makes a purchase or receives a contribution of a Contributed Receivable it shall acquire valid ownership of each Transferred Receivable and the Related Security and Collections with respect thereto free and clear of any Adverse Claim (other than any Adverse Claim arising solely as the result of any action taken by the Buyer); provided, that the interest of the Originators in Leased Equipment Receivables may be subject to the lien of the lessor thereof; provided, further, that the interest of the Originators in Receivables that represent proceeds of the sale of equipment that has been leased to an Originator may be subject to the lien of the lessor thereof; provided, finally, that the right of any assignee of Receivables the obligor of which is a Government Obligor to enforce such Receivable directly against such obligor may be restricted by the Federal Assignment of Claims Act or any similar applicable law to the extent the applicable Originator or Borrower and/or any assignee thereof shall not have complied with the applicable provisions of any such law in connection with the assignment or subsequent reassignment of any such Receivable. No effective financing statement or other instrument similar in effect covering any Contract or any Transferred Receivable, any interest therein, the Related Security or Collections with respect thereto is on file in any recording office, except those filed in favor of the Buyer relating to this Agreement and those filed pursuant to the Receivables Agreement and any Permitted Liens.

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                    (j) Each report, information, exhibit, financial statement, document, book, record or report furnished or to be furnished at any time by the Originator to the Buyer in connection with this Agreement is true, complete and accurate in all material respects as of its date or (except as otherwise disclosed to the Buyer at such time) as of the date so furnished.

                    (k) The principal place of business and chief executive office of the Originator and the office where the Originator keeps its records concerning the Transferred Receivables are located at the address or addresses referred to in Section 5.01(b).

                    (l) Such Originator is not known by and does not use, nor has it been known by or used within the past five years, any tradename or doing-business-as name.

                    (m) With respect to any programs used by the Originator in the servicing of the Receivables, no sublicensing agreements are necessary in connection with the designation of a new Collection Agent so that such new Collection Agent shall have the benefit of such programs (it being understood, however, that the Collection Agent, if other than United Rentals, shall be required to be bound by a confidentiality agreement reasonably acceptable to the Originators).

                    (n) All sales, excise or other taxes with respect to the merchandise, insurance or services which are the subject of any Contract for a Receivable have been paid by the Originator when due.

                    (o) The names and addresses of the Collection Account Banks and Controlled Account Bank, together with the account numbers of the Collection Accounts and the Controlled Account, are specified in Annex B (as the same may be updated from time to time pursuant to Section 5.01(g)).

                    (p) All right, title and interest of such Originator in and to, and exclusive dominion and control in respect of the Controlled Account has been transferred by such Originator to the Buyer, or its designee, free and clear of any Adverse Claim.

                    (q) United Rentals Northwest, Inc. represents and warrants that the UCC3 financing statements attached hereto as Annex C have been submitted for filing in the appropriate filing office in the State of Oregon.

ARTICLE V

COVENANTS

          SECTION 5.01    Covenants of the Originators.

          From the date hereof until the first day following the Facility Termination Date on which all of the Transferred Receivables are either collected in full or have been written off as uncollectible:

                    (a) Compliance with Laws, Etc. Each Originator will comply in all material respects with all applicable laws, rules, regulations and orders and preserve and maintain its corporate or limited partnership existence, rights, franchises, qualifications and privileges except to the extent that the failure so to comply with such laws, rules and regulations or the failure so to preserve and maintain such existence, rights, franchises, qualifications, and privileges would not materially adversely affect the collectibility of the Transferred Receivables or the ability of such Originator to perform its obligations under this Agreement.

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                    (b) Offices, Records and Books of Account. Each Originator will keep its principal place of business and chief executive office and the office where it keeps its records concerning the Transferred Receivables (and all original documents relating thereto) at the address of the Originator set forth in Section 9.02 of this Agreement or, upon 30 days’ prior written notice to the Buyer, at any other locations in jurisdictions where all actions required by Section 5.01(k) shall have been taken and completed. Each Originator also will maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing Transferred Receivables and related Contracts in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records and other information reasonably necessary or advisable for the collection of all Transferred Receivables (including, without limitation, records adequate to permit the daily identification of each new Transferred Receivable and all Collections of and adjustments to each existing Transferred Receivable). Each Originator shall make a notation in its books and records, including its computer files, to indicate which Receivables have been sold or contributed to the Buyer hereunder.

                    (c) Performance and Compliance with Contracts and Credit and Collection Policy. Each Originator will, at its expense, timely and fully perform and comply with all material provisions, covenants and other promises required to be observed by it under the Contracts related to the Transferred Receivables (to the same extent as if the Transferred Receivables had not been sold or transferred), and timely and fully comply in all material respects with the Credit and Collection Policy in regard to each Transferred Receivable and the related Contract.

                    (d) Sales, Liens, Etc. Except for the sales and contributions of Receivables contemplated herein, no Originator will sell, assign (by operation of law or otherwise) or otherwise dispose of, or create or suffer to exist any Adverse Claim upon or with respect to, any Transferred Receivable, Related Security or Collections, or upon or with respect to any account to which any Collections of any Transferred Receivable are sent, or assign any right to receive income in respect thereof except to the extent of any Permitted Liens.

                    (e) Extension or Amendment of Transferred Receivables. No Originator will extend, amend or otherwise modify the terms or any Transferred Receivable, or amend, modify or waive any term or condition of any Contract related thereto.

                    (f) Change in Business or Credit and Collection Policy. No Originator will make or permit any change in the character of its business or in the Credit and Collection Policy that would, in either case, materially adversely affect the collectibility of the Transferred Receivables or the ability of such Originator to perform its obligations under this Agreement.

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                    (g) Change in Payment Instructions to Obligors. No Originator will make any change in the instructions to Obligors regarding payments to be made to any Collection Account, unless the Buyer and its assigns shall have received notice of such change (including an updated Annex B) and executed copies of a Collection Account Agreement with each new Collection Account Bank or with respect to each new Collection Account, which agreements are reasonably acceptable to the Buyer and its assigns.

                    (h) Deposits to Collection Account. Each Originator will deposit, or cause to be deposited, all Collections of Transferred Receivables into Collection Accounts and will cause all such Collections deposited to the Collection Accounts to be transferred to the Controlled Account except to the extent otherwise permitted by the provisions of Section 1.04(a) of the Receivables Agreement. Neither of the Originators will deposit or otherwise credit, or cause or permit to be so deposited or credited, to the Controlled Account cash or cash proceeds other than Collections of Transferred Receivables.

                    (i) Marking Records. Each Originator will mark its master data processing records and, at the request of the Buyer, each Contract giving rise to Purchased Receivables and all other relevant records evidencing the Receivables which are the subject of each purchase with a legend, acceptable to the Buyer, stating that such Receivables, the Related Security and Collections with respect thereto, have been sold in accordance with this Agreement.

                    (j) Reporting Requirements. United Rentals will provide to the Buyer the following:

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

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

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          (iii) notice of the termination of the Credit Agreement by the lenders thereunder as soon as reasonably practicable, but in any event within one (1) Business Day of the earlier of receipt by the Collection Agent or any Originator of notice of such termination and the effectiveness of such termination;

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

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

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

          (vii) at least ten Business Days prior to any change in the name or change in or addition of jurisdiction of organization of any Originator, a notice setting forth such change and the effective date thereof;

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

          (ix) such other information respecting the Transferred Receivables or the condition or operations, financial or otherwise, of the Originators as the Buyer may from time to time reasonably request;

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          (x) promptly after United Rentals obtains knowledge thereof, notice of any (a) litigation, investigation or proceeding which may exist at any time between an Originator and any governmental authority which, in either case, if not cured or if adversely determined, as the case may be, would have a material adverse effect on the business, operations, property or financial or other condition of an Originator; (b) litigation or proceeding adversely affecting an Originator’s ability to perform its obligations under this Agreement; or (c) litigation or proceeding adversely affecting an Originator in which the amount involved is $5,000,000 or more and not covered by insurance or in which injunctive or similar relief is sought; and

          (xi) promptly after the occurrence thereof, notice of a material adverse change in the business, operations, property or financial condition of an Originator.

                    The reporting requirements set forth in this Section 5.01(j) are satisfied by filing any of the documentation specified in (i), (ii) and (iv) above with the Securities and Exchange Commission through the EDGAR electronic filing system.

                    (k) Change of Control. No Originator shall permit a Change of Control, as defined in the Receivables Agreement, to occur.

(l) Further Assurances.

          (i) Each Originator agrees from time to time, at its expense, promptly to execute and deliver all further instruments and documents, and to take all further actions, that may be necessary or desirable, or that the Buyer or its assignee may reasonably request, to perfect, protect or more fully evidence the sale and contribution of Receivables under this Agreement, or to enable the Buyer or its assignee to exercise and enforce their respective rights and remedies under this Agreement. Without limiting the foregoing, each Originator will, upon the request of the Buyer or its assignee,

          (ii) prepare and file such financing or continuation statements, or amendments thereto, and such other instruments and documents, that may be necessary or desirable to perfect, protect or evidence such Transferred Receivables;

          (iii) mark conspicuously each invoice in their files evidencing each Transferred Receivable with a legend, acceptable to the Buyer, evidencing that such Receivable has been sold and

          (iv) deliver to the Buyer copies of all Contracts relating to the Transferred Receivables and all records relating to such Contracts and the Transferred Receivables, whether in hard copy or in magnetic tape or diskette format (which if in magnetic tape or diskette format shall be compatible with the Buyer’s computer equipment);

          (v) Each Originator authorizes the Buyer or its assignee to file financing or continuation statements, and amendments thereto and assignments thereof, relating to the Transferred Receivables, the Related Security and the Collections with respect thereto without the signature of the Originator where permitted by law. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law;

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          (vi) Each Originator authorizes the Buyer or its assignee to take any and all steps in the Originator’s name and on behalf of the Originator that are necessary or desirable, in the determination of the Buyer, to collect amounts due under the Transferred Receivables, including, without limitation, endorsing the Originator’s name on checks and other instruments representing Collections of Transferred Receivables and enforcing the Transferred Receivables and the Related Security;

provided that nothing in this Section 5.01(l) shall require an Originator to take any action with respect to Identifiable Combined Assets or Equipment Sale Receivables.

                    (m) Audits. Each Originator will, from time to time during regular business hours as requested by the Buyer or its assigns, permit the Buyer, or its agents, representatives or assigns

          (i) to conduct periodic audits of the Transferred Receivables, the Related Security and the related books and records and collections systems of the Collection Agent (including any subcontractor) and the Originator;

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

          (iii) upon reasonable prior notice, to visit the offices and properties of the Collection Agent, the Seller or the Originators for the purpose of examining such materials described in clause (ii) above, and to discuss matters relating to Transferred Receivables and the Related Security or the Originator’s performance hereunder with any of the officers or employees of the Collection Agent, the Seller or the Originators having knowledge of such matters; provided, that, unless an Event of Termination or Incipient Event of Termination have occurred and be continuing, neither the Seller nor the Collection Agent shall be required to permit the Administrative Agent to conduct any of the actions contained in this Section 5.01(m) more often than every twelve months.

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

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                    (n) Purchase Price. The purchase price payable by the Buyer to an Originator hereunder is intended by such Originator and Buyer to be consistent with the terms that would be obtained in an arm’s length sale.

                    (o) Payment of Sales Taxes. Each Originator will pay all sales, excise or other taxes with respect to the Receivables to the applicable taxing authority when due, and will, upon the request of the Buyer, provide the Buyer with evidence of such payment.

                    (p) Opinion. No later than January 30, 2009, United Rentals Northwest, Inc. shall cause Oregon counsel to deliver to the Administrative Agent an updated or revised opinion letter regarding updated search reports that reflect the filing of the two UCC3 financing statements attached hereto as Annex C.

          SECTION 5.02    Covenant of the Originators and the Buyer.

          The Originators and the Buyer have structured this Agreement with the intention that each purchase or contribution of Transferred Receivables hereunder be treated as a sale or absolute conveyance of such Transferred Receivables by such Originators to the Buyer for all purposes. The Originators and the Buyer shall (i) either (x) record each purchase as a sale or purchase, as the case may be, on its books and records or (y) record each contribution as a capital contribution on its books and records, and (iii) reflect each purchase or contribution in its financial statements and tax returns as a sale, contribution or purchase, as the case may be. In the event that, contrary to the mutual intent of the Originators and the Buyer, any purchase, transfer, or contribution of Transferred Receivables hereunder is not characterized as a sale or absolute conveyance, the Originators shall, effective as of the date hereof, be deemed to have granted (and each Originator hereby does grant) to the Buyer a first priority security interest in and to any and all Transferred Receivables, all Related Security with respect to such Transferred Receivables and all Collections with respect thereto (the “Collateral”) to secure the repayment of all amounts advanced to the Originators hereunder with accrued interest thereon, and this Agreement shall be deemed to be a security agreement.

ARTICLE VI

ADMINISTRATION AND COLLECTION OF RECEIVABLES

          SECTION 6.01    Designation and Responsibilities of Collection Agent.

                    (a) The servicing, administration and collection of the Transferred Receivables shall be conducted by such Person (the “Collection Agent”) so designated hereunder from time to time. Until the Buyer or its designee gives notice to the Originator of the designation of a new Collection Agent, United Rentals is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms hereof. Notwithstanding the foregoing, as long as an interest in the Transferred Receivables is sold pursuant to the Receivables Agreement, the servicing, administration and collection of the Transferred Receivables will be arranged for and will be subject to the terms and conditions of the Receivables Agreement and related documents. Upon the termination of the Receivables Agreement, at a time when this Agreement shall continue to be in full force and effect, the Buyer and the Originators shall incorporate, in all substantial respects, the provisions of Article IV of the Receivables Agreement or shall provide for other arrangements for the servicing, administration and collection of the Transferred Receivables.

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                    (b) Each Originator shall deliver to the Collection Agent to hold in trust for the Originator and the Buyer in accordance with their respective interests, all documents, instruments and records (including, without limitation, computer tapes or disks) which evidence or relate to Transferred Receivables.

          SECTION 6.02    Rights and Remedies.

                    (a) Each Originator will perform all of its obligations under the Contracts related to the Transferred Receivables to the same extent as if the Originators had not sold or contributed Receivables to the Buyer and the exercise by the Buyer of its rights hereunder shall not release the Originators from any of their duties and obligations with respect to the Transferred Receivables; provided that nothing in this Section 6.02(a) shall create recourse to the Originators for the collectibility of the Transferred Receivables. The Buyer shall not have any obligation or liability with respect to any Transferred Receivables or related Contracts, nor shall the Buyer be obligated to perform any of the obligations of the Originators thereunder.

                    (b) The Originators shall cooperate with the Collection Agent in collecting amounts due from Obligors in respect of the Transferred Receivables.

                    (c) Each Originator hereby grants to the Collection Agent an irrevocable power of attorney, with full power of substitution, coupled with an interest, to take in the name of the Originator all steps necessary or advisable to endorse, negotiate or otherwise realize on any writing or other right of any kind held or transmitted by the Originator or transmitted or received by Buyer (whether or not from the Originator) in connection with any Transferred Receivable.

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

          SECTION 6.03    Transfer of Records to Buyer.

                    (a) Each purchase and contribution of Receivables hereunder shall include the transfer to the Buyer of all of the Originator’s right and title to and interest in the records relating to such Receivables and shall include a license to the use of the Originator’s computer software system to access and create such records. Such license shall be without royalty or payment of any kind, is coupled with an interest, and shall be irrevocable until all of the Transferred Receivables are either collected in full or have been written off the books as uncollectible.

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                    (b) Each Originator shall take such action requested by the Buyer, from time to time hereafter, that may be necessary or appropriate to ensure that the Buyer has an enforceable ownership interest in the records relating to the Transferred Receivables and rights (whether by ownership, license or sublicense) to the use of the Originator’s computer software system to access and create such records.

                    (c) In recognition of an Originator’s need to have access to the records transferred to the Buyer hereunder, the Buyer hereby grants to United Rentals a license to access such records in connection with any activity arising in the ordinary course of the Originator’s business or in performance of United Rentals’ duties as Collection Agent, provided that (i) United Rentals shall not disrupt or otherwise interfere with the Buyer’s use of and access to such records during such license period and (ii) each Originator consents to the assignment and delivery of the records (including any information contained therein relating to the Originator or its operations) to any assignees or transferees of the Buyer provided they agree to hold such records confidential. Such license shall be without royalty or payment of any kind, is coupled with an interest, and shall be irrevocable until all of the Transferred Receivables are either collected in full or have been written off the books as uncollectible.

ARTICLE VII

EVENTS OF TERMINATION

          SECTION 7.01    Events of Termination.

          If any of the following events (“Events of Termination”) shall occur and be continuing:

                    (a) The Collection Agent (if United Rentals or any of its Affiliates) (i) shall fail to perform or observe any term, covenant or agreement under this Agreement (other than as referred to in clause (ii) of this paragraph (a)) and such failure shall remain unremedied for three Business Days or (ii) shall fail to make when due any payment or deposit to be made by it under this Agreement; or

                    (b) An Originator shall fail to make any payment required under Section 2.05(a) or 2.05(b); or

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

                    (d) The Parent or the Originators shall fail to perform or observe any other term, covenant or agreement contained in this Agreement or in any other Transaction Document on its part to be performed or observed and any such failure shall remain unremedied for ten days after written notice thereof shall have been given to the Parent or the appropriate Originator, as applicable by the Buyer; or

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                    (e) United Rentals or any of its Subsidiaries shall fail to pay its Debt and other obligations, including liabilities in respect of Taxes, before the same shall become delinquent or in default, except where (a)(i) the validity or amount thereof is being contested in good faith by appropriate proceedings, (ii) United Rentals or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP, (iii) such contest effectively suspends collection of the contested obligation and the enforcement of any Lien securing such obligation and (iv) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect or (b) the aggregate uninsured and unpaid amount is less than $25,000,000 and does not include Taxes or the failure to make payment could not reasonably be expected to result in a Material Adverse Effect; or

                    (f) Any purchase or contribution of Receivables hereunder, the Related Security and the Collections with respect thereto shall for any reason cease to constitute valid ownership of such Receivables, Related Security and Collections free and clear of any Adverse Claim other than the security interest created pursuant to Section 5.02 hereof and any Permitted Liens; or

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

                    (h) There shall have occurred any material adverse change in the business, operations, property or financial condition of an Originator or the Parent since the end of its most recent fiscal quarter; or there shall have occurred any event which could reasonably be expected to materially adversely affect (as determined by the Banks in their sole and absolute discretion) the collectibility of the Transferred Receivables or the ability of an Originator to collect Transferred Receivables or otherwise perform its obligations under this Agreement; or

                    (i) The Performance Undertaking Agreement shall cease to be in full force and effect or the Parent shall fail to perform or observe any term, covenant or agreement contained in the Performance Undertaking Agreement on its part to be performed or observed and any such failure shall remain unremedied for ten days after written notice thereof shall have been given by the Buyer (or the Administrative Agent or any Purchaser Agent on behalf of the Buyer) to the Parent;

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then, and in any such event, the Buyer may, by notice to the Originators, declare the Facility Termination Date to have occurred (in which case the Facility Termination Date shall be deemed to have occurred) provided, that, automatically upon the occurrence of any event (without any requirement for the passage of time or the giving of notice) described in paragraph (g) of this Section 7.01, the Facility Termination Date shall occur. Upon any such declaration or designation or upon such automatic termination, the Buyer shall have, in addition to the rights and remedies under this Agreement, all other rights and remedies with respect to the Receivables provided after default under the UCC and under other applicable law, which rights and remedies shall be cumulative.

ARTICLE VIII

INDEMNIFICATION

          SECTION 8.01    Indemnities by the Originators.

          Without limiting any other rights which the Buyer may have hereunder or under applicable law, the Originators hereby, jointly and severally, agree to indemnify the Buyer and its assigns and transferees (each, an “Indemnified Party”) from and against any and all claims, damages, costs, expenses, losses and liabilities (including reasonable attorneys’ fees) (all of the foregoing being collectively referred to as “Indemnified Amounts”) arising out of or resulting from this Agreement or the ownership of Transferred Receivables or in respect of any Transferred Receivable or any Contract, excluding, however, (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party, (b) recourse for Receivables that are uncollectible solely due to the relevant Obligor’s unwillingness or financial inability to pay or (c) any income taxes or franchise taxes imposed on such Indemnified Party by the jurisdiction under the laws of which such Indemnified Party is organized or any political subdivision thereof, arising out of or as a result of this Agreement or the ownership of Transferred Receivables or in respect of any Transferred Receivable or any Contract. Without limiting or being limited by the foregoing (but subject to the aforementioned exclusions), each Originators, jointly and severally, shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from any of the following:

                    (a) any representation or warranty or statement made or deemed made by an Originator (or any of its officers) under or in connection with this Agreement, and the other Transaction Documents that shall have been incorrect in any material respect when made;

                    (b) the failure by an Originator to comply with any applicable law, rule or regulation with respect to any Transferred Receivable or the related Contract; or the failure of any Transferred Receivable or the related Contract to conform to any such applicable law, rule or regulation;

                    (c) the failure to vest in the Buyer absolute ownership of the Transferred Receivables that are, or that purport to be, the subject of a purchase or contribution under this Agreement and the Related Security and Collections in respect thereof free and clear of any Adverse Claim;

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                    (d) the failure of an Originator to have filed, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any Receivables that are, or that purport to be, the subject of a purchase or contribution under this Agreement and the Related Security and Collections in respect thereof, whether at the time of any purchase or contribution or at any subsequent time;

                    (e) without double counting for any Dilution for which a repurchase has been made under Section 2.05 of this Agreement, any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor or any other credit related losses) of the Obligor to the payment of any Transferred Receivable that is, or that purports to be, the subject of a purchase or contribution under this Agreement (including, without limitation, a defense based on such Transferred Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of goods or services related to such Transferred Receivable or the furnishing or failure to furnish such goods or services or relating to collection activities with respect to such Transferred Receivable (to the extent such collection activities were performed by such Originator or any of its Affiliates acting as Collection Agent);

                    (f) any failure of such Originator to perform its duties or obligations in accordance with the provisions hereof or to perform its duties or obligations under any Contract related to a Transferred Receivable;

                    (g) any products liability or other claim (including any claim for unpaid sales, excise or other taxes) arising out of or in connection with goods or services which are the subject of any Contract;

                    (h) the commingling of Collections of Transferred Receivables by an Originator or a designee of an Originator, as Collection Agent or otherwise, at any time with other funds of such Originator or an Affiliate of such Originator or the failure of Collections to be deposited into the Controlled Account;

                    (i) any investigation, litigation or proceeding related to this Agreement or the ownership of Transferred Receivables, the Related Security, or Collections with respect thereto or in respect of any Transferred Receivable, Related Security or Contract;

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

                    (k) any failure of an Originator to comply with its covenants contained in Section 5.01; or

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

ARTICLE IX

MISCELLANEOUS

          SECTION 9.01    Amendments, Etc.

          No amendment or waiver of any provision of this Agreement or consent to any departure by the Originator therefrom shall be effective unless in a writing signed by the Buyer and, in the case of any amendment, also signed by the Originators; provided, that the Administrative Agent and the Purchaser Agents shall have consented to such amendment or waiver. Any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No failure on the part of the Buyer to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right.

          SECTION 9.02    Notices, Etc.

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

          If to the Originators:

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

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If to the Buyer:
	UNITED RENTALS RECEIVABLES LLC II
	5 Greenwich Office Park
	Greenwich, CT 06830
	Attention: Treasurer or Assistant Treasurer
	Tel. No.: (203) 618-7202
	Facsimile No.: (203) 622-4325
If to the Collection Agent:
	UNITED RENTALS, INC.
	5 Greenwich Office Park
	Greenwich, CT 06830
	Attention: Treasurer or Assistant Treasurer
	Tel. No.: (203) 618-7202
	Facsimile No.: (203) 622-4325

          SECTION 9.03    Binding Effect; Assignability.

                    (a) This Agreement shall be binding upon and inure to the benefit of the Originators, the Buyer and the Buyer’s successors and assigns.

                    (b) This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time, after the Facility Termination Date, when all of the Transferred Receivables are either collected in full or have been written off the books of the Originators as uncollectible; provided, however, that rights and remedies with respect to any breach of any representation and warranty made by the Originators pursuant to Article IV and the provisions of Article VIII and Sections 9.04, 9.05 and 9.06 shall be continuing and shall survive any termination of this Agreement.

          SECTION 9.04    Costs, Expenses and Taxes.

                    (a) In addition to the rights of indemnification granted to the Buyer pursuant to Article VIII hereof, each Originator, jointly and severally, agrees to pay on demand all costs and expenses in connection with the preparation, execution and delivery of this Agreement and the other documents and agreements to be delivered hereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Buyer with respect thereto and with respect to advising the Buyer as to its rights and remedies under this Agreement, and each Originator agrees to pay all costs and expenses, if any (including reasonable counsel fees and expenses), in connection with the enforcement of this Agreement and the other documents to be delivered hereunder excluding, however, any costs of enforcement or collection of Transferred Receivables.

                    (b) In addition, each Originator agrees to pay any and all stamp and other taxes and fees payable in connection with the execution, delivery, filing and recording of this Agreement or the other documents or agreements to be delivered hereunder, and each Originator agrees to save each Indemnified Party harmless from and against any liabilities with respect to or resulting from any delay in paying or omission to pay such taxes and fees.

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          SECTION 9.05    No Proceedings.

          Each Originator hereby agrees that it will not institute against the Buyer any proceeding of the type referred to in Section 7.01(g) so long as there shall not have elapsed one year plus one day since the later of (i) the Facility Termination Date and (ii) the date on which all of the Transferred Receivables are either collected in full or have been written off the books of the Originators as uncollectible.

          SECTION    9.06 Confidentiality.

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

          SECTION 9.07    GOVERNING LAW.

          THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW WHICH SHALL APPLY HERETO), EXCEPT TO THE EXTENT THAT THE PERFECTION OF THE BUYER’S OWNERSHIP OF OR SECURITY INTEREST IN THE TRANSFERRED RECEIVABLES OR REMEDIES HEREUNDER, IN RESPECT THEREOF, ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK.

          SECTION 9.08    SUBMISSION TO JURISDICTION.

          ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE PARTIES HERETO CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION WITH RESPECT TO THIS AGREEMENT OR ANY DOCUMENT RELATED HERETO. EACH OF THE PARTIES HERETO WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY NEW YORK LAW.

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          SECTION 9.09    WAIVER OF JURY TRIAL.

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

          SECTION 9.10    Third Party Beneficiary.

          Each of the parties hereto hereby acknowledges that the Buyer intends to assign rights under this Agreement pursuant to the Receivables Agreement and that such assignees may (except as otherwise agreed to by such assignees) further assign their rights under this Agreement, and the Originators hereby consent to any such assignments. All such assignees, including parties to the Receivables Agreement in the case of assignment to such parties, shall be third party beneficiaries of, and shall be entitled to enforce the Buyer’s rights and remedies under, this Agreement to the same extent as if they were parties hereto, except to the extent specifically limited under the terms of their assignment.

          SECTION 9.11    Execution in Counterparts.

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

          SECTION 9.12    Survival of Termination.

          The provisions of Article VIII and Sections 9.04, 9.05 and 9.06 shall survive any termination of this Agreement.

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          SECTION 9.13    Severability.

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

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

ORIGINATORS:	UNITED RENTALS (NORTH AMERICA), INC.
	By:	/s/ Irene Moshouris
		Name: Irene Moshouris
		Title: Vice President and Treasurer
	UNITED RENTALS NORTHWEST, INC.
	By:	/s/ Irene Moshouris
		Name: Irene Moshouris
		Title: Vice President and Treasurer
BUYER:	UNITED RENTALS RECEIVABLES LLC II
	By:	/s/ Irene Moshouris
		Name: Irene Moshouris
		Title: Vice President and Treasurer

COLLECTION AGENT:	UNITED RENTALS, INC.
	By:	/s/ Irene Moshouris
		Name: Irene Moshouris
		Title: Vice President and Treasurer

EX-10.2

Exhibit 10.2

AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

Dated as of December 22, 2008

Among

UNITED RENTALS RECEIVABLES LLC II,
as Seller,

UNITED RENTALS, INC.,
as Collection Agent,

ATLANTIC ASSET SECURITIZATION LLC,
as a Purchaser,

LIBERTY STREET FUNDING LLC,
as a Purchaser,

CALYON NEW YORK BRANCH,
as Purchaser Agent for Atlantic, as Administrative Agent and as a Bank,

THE BANK OF NOVA SCOTIA,
as Purchaser Agent for Liberty and as a Bank

Table of Contents

		Page
ARTICLE I
AMOUNTS AND TERMS OF THE PURCHASES		1
SECTION 1.01.	Purchase Facility	1
SECTION 1.02.	Making Purchases	2
SECTION 1.03.	Receivable Interest Computation	3
SECTION 1.04.	Settlement Procedures	4
SECTION 1.05.	Fees	7
SECTION 1.06.	Payments and Computations, Etc.	8
SECTION 1.07.	Dividing or Combining Receivable Interests	8
SECTION 1.08.	Increased Costs and Requirements of Law	8
SECTION 1.09.	Intended Characterization Security Interest	10
SECTION 1.10.	[Reserved]	11
SECTION 1.11.	Sharing of Payments	11
SECTION 1.12.	Repurchase Option	12
SECTION 1.13.	Term-out Provisions	12
ARTICLE II
REPRESENTATIONS AND WARRANTIES; COVENANTS; EVENTS OF TERMINATION		14
SECTION 2.01.	Representations and Warranties; Covenants	14
SECTION 2.02.	Events of Termination	14
ARTICLE III
INDEMNIFICATION		15
SECTION 3.01.	Indemnities by the Seller	15
ARTICLE IV
ADMINISTRATION AND COLLECTION OF POOL RECEIVABLES		17
SECTION 4.01.	Designation of Collection Agent	17
SECTION 4.02.	Duties of Collection Agent	17
SECTION 4.03.	Certain Rights of the Administrative Agent	18
SECTION 4.04.	Rights and Remedies	19
SECTION 4.05.	Further Actions Evidencing Purchases	20
SECTION 4.06.	Covenants of the Collection Agent and the Seller	21
SECTION 4.07.	Indemnities by the Collection Agent	22
SECTION 4.08.	Representations and Warranties of the Collection Agent	23
SECTION 4.09.	Payments during the Term-out Period	24

i

ARTICLE V
THE ADMINISTRATIVE AGENT		24
SECTION 5.01.	Authorization and Action	24
SECTION 5.02.	Administrative Agent’s Reliance, Etc.	24
SECTION 5.03.	Indemnification of Administrative Agent	25
SECTION 5.04.	Calyon and Affiliates	25
SECTION 5.05.	Bank’s Purchase Decision	25
SECTION 5.06.	[Reserved]	26
SECTION 5.07.	Notice of Event of Termination	26
ARTICLE VI
THE PURCHASER AGENTS		26
SECTION 6.01.	Authorization	26
SECTION 6.02.	Reliance by Purchaser Agent	27
SECTION 6.03.	Agent and Affiliates	27
SECTION 6.04.	Notices	28
SECTION 6.05.	Bank’s Purchase Decision	28
ARTICLE VII
MISCELLANEOUS		28
SECTION 7.01.	Amendments, Etc.	28
SECTION 7.02.	Notices, Etc.	28
SECTION 7.03.	Assignability	30
SECTION 7.04.	Costs, Expenses and Taxes	31
SECTION 7.05.	No Proceedings	32
SECTION 7.06.	Confidentiality	32
SECTION 7.07.	Governing Law	33
SECTION 7.08.	SUBMISSION TO JURISDICTION	33
SECTION 7.09.	WAIVER OF JURY TRIAL	33
SECTION 7.10.	Execution in Counterparts	34
SECTION 7.11.	Survival of Termination	34
SECTION 7.12.	Severability	34
SECTION 7.13.	Excess Funds	34
SECTION 7.14.	No Recourse	34

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EXHIBITS

EXHIBIT I --	Definitions
EXHIBIT II --	Conditions of Purchases
EXHIBIT III --	Representations and Warranties
EXHIBIT IV --	Covenants
EXHIBIT V --	Events of Termination
EXHIBIT VI --	Collection Agent Defaults
ANNEXES
ANNEX A --	Leased Equipment Receivables
ANNEX B --	Concentration Percentages
ANNEX C --	Credit and Collection Policy
ANNEX D --	[Reserved]
ANNEX E --	Monthly Report
ANNEX F --	Controlled Account
ANNEX G-1 --	Weekly Report
ANNEX G-2 --	Daily Report
ANNEX H --	Special Branches
ANNEX I --	Form of ENB Contract

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AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

Dated as of December 22, 2008

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

PRELIMINARY STATEMENTS

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

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

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

ARTICLE I

AMOUNTS AND TERMS OF THE PURCHASES

                    SECTION 1.01.    Purchase Facility.

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

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

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

                    SECTION 1.02.    Making Purchases.

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

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

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

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

                    SECTION 1.03.    Receivable Interest Computation.

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

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                    SECTION 1.04.    Settlement Procedures.

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

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

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

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

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

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

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

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

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

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

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

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                    (e) For the purposes of this Agreement:

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

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

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

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

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

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

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

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

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

                    SECTION 1.05.    Fees.

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

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

                    SECTION 1.06.    Payments and Computations, Etc.

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

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

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

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

                    SECTION 1.07.    Dividing or Combining Receivable Interests.

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

                    SECTION 1.08.    Increased Costs and Requirements of Law.

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

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

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

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

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

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

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

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

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

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

                    SECTION 1.09.    Intended Characterization Security Interest.

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

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

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

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

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

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

                    SECTION 1.10.    [Reserved]

                    SECTION 1.11.    Sharing of Payments.

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

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                    SECTION 1.12.    Repurchase Option.

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

                    SECTION 1.13.    Term-out Provisions.

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

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

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

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

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

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

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

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                    (h) [Reserved.]

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

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

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

ARTICLE II

REPRESENTATIONS AND WARRANTIES; COVENANTS; EVENTS OF TERMINATION

                    SECTION 2.01.    Representations and Warranties; Covenants.

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

                    SECTION 2.02.    Events of Termination.

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

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ARTICLE III

INDEMNIFICATION

                    SECTION 3.01.    Indemnities by the Seller.

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

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

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

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

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

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

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

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

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

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

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

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

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

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ARTICLE IV

ADMINISTRATION AND COLLECTION OF POOL RECEIVABLES

                    SECTION 4.01.    Designation of Collection Agent.

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

                    SECTION 4.02.    Duties of Collection Agent.

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

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

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

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

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

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

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

                    SECTION 4.03.    Certain Rights of the Administrative Agent.

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

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

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

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

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

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

                    SECTION 4.04.    Rights and Remedies.

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

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

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

                    SECTION 4.05.    Further Actions Evidencing Purchases.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                    SECTION 4.07.    Indemnities by the Collection Agent.

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

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

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

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

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

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

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

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

                    SECTION 4.08.    Representations and Warranties of the Collection Agent.

                    The Collection Agent represents and warrants as follows:

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

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

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

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

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

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

                    SECTION 4.09.    Payments during the Term-out Period.

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

ARTICLE V

THE ADMINISTRATIVE AGENT

                    SECTION 5.01.    Authorization and Action.

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

                    SECTION 5.02.    Administrative Agent’s Reliance, Etc.

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

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

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

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

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

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

                    SECTION 5.03.    Indemnification of Administrative Agent.

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

                    SECTION 5.04.    Calyon and Affiliates.

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

                    SECTION 5.05.    Bank’s Purchase Decision.

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

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                    SECTION 5.06.    [Reserved]

                    SECTION 5.07.    Notice of Event of Termination.

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

ARTICLE VI

THE PURCHASER AGENTS

                    SECTION 6.01.    Authorization.

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

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

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                    SECTION 6.02.   Reliance by Purchaser Agent.

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

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

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

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

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

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

                    SECTION 6.03.    Agent and Affiliates.

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

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                    SECTION 6.04.    Notices.

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

                    SECTION 6.05.    Bank’s Purchase Decision.

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

ARTICLE VII

MISCELLANEOUS

                    SECTION 7.01.    Amendments, Etc.

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

                    SECTION 7.02.    Notices, Etc.

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

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If to the Seller:

UNITED RENTALS RECEIVABLES LLC II

Five Greenwich Office Park

Greenwich, CT 06830

Attention: Treasurer or Assistant Treasurer

Tel. No.: (203) 618-7202

Facsimile No.: (203) 622-4325

If to the Collection Agent:

UNITED RENTALS, INC.

5 Greenwich Office Park

Greenwich, CT 06830

Attention: Treasurer or Assistant Treasurer

Tel. No.: (203) 618-7202

Facsimile No.: (203) 622-4325

If to the Atlantic Purchaser Agent or the Administrative Agent:

CALYON NEW YORK BRANCH

1301 Avenue of the Americas

New York, NY 10019

Attention: Linda Yeung, Bill Wood and Tina Kourmpetis

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

Facsimile No.: (212) 459-3258

linda.yeung@us.calyon.com

bill.wood@us.calyon.com

tina.kourmpetis@us.calyon.com

If to the Liberty Purchaser Agent:

THE BANK OF NOVA SCOTIA

1 Liberty Plaza, 26th Floor

New York, NY 10006

Attention: Michael Eden / Alexander Jurecky

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

Facsimile No.: (212) 225-5290

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If to a Purchaser:

ATLANTIC ASSET SECURITIZATION LLC

c/o Lord Securities Corporation

Two Wall Street, 19^th Floor

New York, NY 10005

Tel. No.: (212) 346-9000

Facsimile No.: (212) 346-9012

LIBERTY STREET FUNDING LLC

Global Securitization

445 Broad Hollow Rd.

Melville, NY 11747

Tel.No.: (631) 587-4700

Facsimile No.: (212) 302-8767

If to the Banks:

CALYON NEW YORK BRANCH

1301 Avenue of the Americas

New York, NY 10019

Attention: Linda Yeung, Bill Wood and Tina Kourmpetis

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

Facsimile No.: (212) 459-3258

linda.yeung@us.calyon.com

bill.wood@us.calyon.com

tina.kourmpetis@us.calyon.com

THE BANK OF NOVA SCOTIA

1 Liberty Plaza, 26^th Floor

New York, NY 10006

Attention: Michael Eden / Alexander Jurecky

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

Facsimile No.: (212) 225-5290

                    SECTION 7.03.    Assignability.

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

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

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

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

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

                    SECTION 7.04.    Costs, Expenses and Taxes.

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

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

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

                    SECTION 7.05.    No Proceedings.

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

                    SECTION 7.06.    Confidentiality.

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

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                    SECTION 7.07.    Governing Law.

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

                    SECTION 7.08.    SUBMISSION TO JURISDICTION.

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

                    SECTION 7.09.    WAIVER OF JURY TRIAL.

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

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                    SECTION 7.10.    Execution in Counterparts.

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

                    SECTION 7.11.    Survival of Termination.

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

                    SECTION 7.12.    Severability.

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

                    SECTION 7.13.    Excess Funds.

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

                    SECTION 7.14.    No Recourse.

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

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

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

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

SELLER:	UNITED RENTALS RECEIVABLES LLC II
	By:	/s/ Irene Moshouris
		Name: Irene Moshouris
		Title: Vice President and Treasurer
COLLECTION AGENT:	UNITED RENTALS, INC.
	By:	/s/ Irene Moshouris
		Name: Irene Moshouris
		Title: Vice President and Treasurer
PURCHASERS:	ATLANTIC ASSET SECURITIZATION LLC
	By:	CALYON NEW YORK BRANCH, as Attorney-in-Fact
	By:	/s/ Sam Pilcer
		Name: Sam Pilcer
		Title: Managing Director
	By:	/s/ Vincent Fleury
		Name: Vincent Fleury
		Title: Managing Director & Global Head
	LIBERTY STREET FUNDING LLC
	By:	/s/ Frank B. Bilotta
		Name: Frank B. Bilotta
		Title: President

Receivables Purchase Agreement

PURCHASER AGENTS:	CALYON NEW YORK BRANCH
	By:	/s/ Vincent Fleury
		Name: Vincent Fleury
		Title: Managing Director & Global Head
	By:	/s/ Konstantina Kourmpetis
		Name: Konstantina Kourmpetis
		Title: Managing Director
	THE BANK OF NOVA SCOTIA
	By:	/s/ J. Alan Edwards
		Name: J. Alan Edwards
		Title: Managing Director
ADMINISTRATIVE AGENT:	CALYON NEW YORK BRANCH
	By:	/s/ Konstantina Kourmpetis
		Name: Konstantina Kourmpetis
		Title: Managing Director
	By:	/s/ Vincent Fleury
		Name: Vincent Fleury
		Title: Managing Director & Global Head

Receivables Purchase Agreement

BANKS:	CALYON NEW YORK BRANCH
	By:	/s/ Konstantina Kourmpetis
		Name: Konstantina Kourmpetis
		Title: Managing Director
	By:	/s/ Vincent Fleury
		Name: Vincent Fleury
		Title: Managing Director & Global Head
	Percentage: 53.85%
	THE BANK OF NOVA SCOTIA
	By:	/s/ J. Alan Edwards
		Name: J. Alan Edwards
		Title: Managing Director
	Percentage: 46.15%

Receivables Purchase Agreement

EXHIBIT I

DEFINITIONS

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

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

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

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

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

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

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

                    “Alternate Base Rate” means:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                    “Defaulted Receivable” means a Receivable:

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

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

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

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

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

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

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

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

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

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

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

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

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

[(Stress Factor x Expected Dilution Ratio) + (Dilution Volatility)]
multiplied by the Dilution Horizon Ratio

Where:

Stress Factor = 2.25

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                    (i) that arises under a Contract that

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                    (t) that is not a Leased Equipment Receivable;

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

                    (v) that is not a Equipment Sale Receivable.

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

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

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

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

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

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

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

Eurodollar Rate (Reserve Adjusted) =	Eurodollar Rate
	1 - Eurodollar Reserve Percentage

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

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

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

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

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

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

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

                    “Fitch” means Fitch, Inc.

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

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

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

                    provided that

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                    (b)      Minimum Loss Reserve

Where:

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

                    Minimum Loss Reserve = 10%

                    Stress Factor = 2.25

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

C + YR + LR + CAFR +DR

NRPB

          where:

C	=	the Capital of each such Receivable Interest at the time of computation.
YR	=	the Yield Reserve of each such Receivable Interest at the time of computation.
LR	=	the Loss Reserve of each such Receivable Interest at the time of computation.
CAFR	=	the Collection Agent Fee Reserve of each such Receivable Interest at the time of computation.
DR	=	the Dilution Reserve of each such Receivable Interest at the time of computation.
NRPB	=	the Net Receivables Pool Balance at the time of computation.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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                    “Yield” means:

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

IR x C x ED + LF      
360

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

AR x C x ED + LF
       360

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

TR x C x ED + LF
       360

                     where:

AR	=	the Assignee Rate for such Receivable Interest for such Fixed Period
C	=	the Capital of such Receivable Interest during such Fixed Period
ED	=	the actual number of days elapsed during such Fixed Period
IR	=	the Investor Rate for such Receivable Interest for such Fixed Period
LF	=	the Liquidation Fee, if any, for such Receivable Interest for such Fixed Period
TR	=	the Term-out Period Advance Rate for such Receivable Interest for such Fixed Period;

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

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

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- - - - - -

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

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EXHIBIT II

CONDITIONS OF PURCHASES

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

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

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

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

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

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

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

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

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

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

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

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

                    (l) An executed copy of the Fee Agreements.

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

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

                    (o) [Reserved]

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

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

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

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

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

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

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

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

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EXHIBIT III

REPRESENTATIONS AND WARRANTIES

                    The Seller represents and warrants as follows:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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EXHIBIT IV

COVENANTS OF THE SELLER

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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EXHIBIT V

EVENTS OF TERMINATION

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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EXHIBIT VI

COLLECTION AGENT DEFAULTS

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

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

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

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

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

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

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

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

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

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

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EX-10.3

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.

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          “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 (45^th) 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.

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          “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.

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          “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.

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          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.

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          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.

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          (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.

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          (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.

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          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.

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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.

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          (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.

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          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.

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          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.

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          (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.

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          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.

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          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:

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(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;

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          (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.

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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:

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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.

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                    (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.

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          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.

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          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]

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          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

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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

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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

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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.

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          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.

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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.

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

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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.

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          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.

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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: ___________

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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: ___________

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EX-10.4

Exhibit 10.4

UNITED RENTALS, INC.
SEPARATION AGREEMENT AND GENERAL RELEASE

SEPARATION AGREEMENT and GENERAL RELEASE (this “Agreement”) made on the date indicated below between United Rentals, Inc. (“United Rentals”) (United Rentals, together with all of its subsidiaries, parents, and any other affiliates shall herein be referred to as the “Company”), and Martin Welch III (“Employee”) (the Company and Employee shall collectively be referred to as the “Parties”). The Parties hereby agree as follows:

1.          Termination of Employment. Except as otherwise provided in this Section 1, Employee’s employment with the Company shall terminate on March 31, 2009 (the “Termination Date”). Notwithstanding the foregoing, the Company may terminate at any time upon two days notice to the Employee (an “Early Termination”) and, if the Early Termination is effected either at the Employee’s request or as a result of the Employee failing to provide reasonable Services (as defined below), as determined by the Company in its good faith discretion, then the Termination Date shall be considered the date of such Early Termination.

2.          Duties During Transition Period; Base Salary and Benefits During Transition Period.

(a)

Duties During Transition Period. As of December 1, 2008 (the “Transition Date”), Employee ceased to be Chief Financial Officer and Executive Vice President of the Company. After the Transition Date, Employee shall not be an officer of the Company or any of its subsidiaries. Beginning on the Transition Date and continuing through the Termination Date (the “Transition Period”), as and to the extent requested by the Company from time to time, Employee shall perform the following duties (collectively, the “Services”): (a) act as a historical and knowledge resource to Company employees in connection with matters related to the Company, including financial matters, as requested by the Company, (b) train and transition his responsibilities to other Company employees, and (c) such other duties reasonably requested by the Company. The Services to be performed by the Employee pursuant to the foregoing sentence are expected to be performed by the Employee on at least an 80% of full-time basis. During the Transition Period, Employee shall retain his current office at the Company’s Greenwich, Connecticut headquarters.

(b)

Base Salary and Benefits During the Transition Period. During the Transition Period, Employee shall continue to be paid a base salary at the annual rate of $562,500 and shall be eligible for benefits under any Company benefits plan or program or otherwise, except as otherwise required under (i) the terms of a Company benefits plan or program or (ii) applicable law. Notwithstanding the foregoing, Employee shall not be entitled to an annual cash incentive bonus with respect to any portion of the Transition Period after December 31, 2008.

3.          Consideration. Although, in the absence of this Agreement, the Company is not required to provide the full amount of the following consideration to Employee, the Company, in exchange for promises made herein by Employee, shall provide Employee with the following aggregate benefits:

(a)	Installment Payments. The Company agrees to pay Employee $1,068,750, payable in 26 bi-weekly payroll installments of $41,105.77 commencing on April 1, 2009.
(b)	2008 Annual Cash Incentives Bonus. Regardless of the Termination Date, Employee shall be entitled to receive a 2008 annual cash incentive bonus subject to the terms of the award previously made to him, the achievement of pre-established performance goals set forth therein, the terms and conditions of the Company’s Annual Incentive Compensation Plan and certification of such achievement, and the amount of the bonus, by the Compensation Committee of the Company. The payment of the 2008 annual cash incentive bonus, if any, shall be payable at the time such bonuses are paid to other executives of the Company.
(c)	Restricted Stock. Employee’s “performance-based” restricted stock units granted pursuant to the Company’s 2001 Comprehensive Stock Plan (the “Stock Plan”) and the Restricted Stock Unit Agreement entered into by and between the Company and Employee, dated as of May 30, 2006 (the “RSU Agreement”), shall continue to vest through December 31, 2008 with the achievement of the performance objectives set forth in the RSU Agreement to be determined by the Compensation Committee at the same time as, and consistent with its determinations for other executives. Any performance-based restricted stock units thereafter remaining shall be forfeited. Employee’s “time-based” restricted stock units granted pursuant to the Plan and the RSU Agreement shall continue to vest in accordance with the Plan and the RSU Agreement until the Termination Date, with a pro rata number of “time-based” restricted stock units vesting, as applicable, in accordance with the provisions of the Restricted Stock Agreement for a termination without Cause or for Good Reason. Any “time-based” restricted stock units remaining thereafter shall be forfeited on the Termination Date.
(d)	Accrued, Unused Vacation. The Company shall also make a lump sum payment to Employee for his accrued but unused vacation as of the Termination Date. Such payment shall be made by the Company following the Termination Date in accordance with its standard payroll practices.

2

(e)

Taxes and Withholdings; Section 409A. The payments and benefits to be made pursuant to this Section 3 and in Section 2 shall be subject to all applicable withholdings for federal, state and local income taxes, Social Security, and all other customary withholdings. The Company makes no representations regarding the tax implications of the compensation, payments and benefits to be paid to Employee under this Agreement. It is the intention of the parties that payments and benefits under this Agreement be interpreted to be exempt from or in compliance with Section 409A of the Internal Revenue Code of 1986, as amended and accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be exempt from or in compliance with Section 409A. Notwithstanding anything herein to the contrary, if (i) at the time of Employee’s “separation from service” (as defined in Treas. Reg. Section 1.409A-1(h)) with the Company other than as a result of his death, (ii) Employee is a “specified employee” (as defined in Section 409A(a)(2)(B)(i)), (iii) one or more of the payments or benefits received or to be received by Employee pursuant to this Agreement would constitute deferred compensation subject to Section 409A, and (iv) the deferral of the commencement of any such payments or benefits otherwise payable hereunder as a result of such separation of service is necessary in order to prevent any accelerated or additional tax under Section 409A, then the Company will defer the commencement of the payment of any such payments or benefits hereunder to the extent necessary (without any reduction in such payments or benefits ultimately paid or provided to Employee) until the date that is six months following Employee’s separation from service with the Company (or the earliest date as is permitted under Section 409A). Any payment deferred during such six-month period shall be paid in a lump sum on the day following such six-month period. Any remaining payments or benefits shall be made as otherwise scheduled under this Agreement. To the extent any reimbursements or in-kind benefits due to Employee under this Agreement constitute deferred compensation under Section 409A, any such reimbursements or in-kind benefits shall be paid to Employee in a manner consistent with Treas. Reg. Section 1.409A-3(i)(1)(iv). Each payment made under this Agreement shall be designated as a “separate payment” within the meaning of Section 409A.

(f)

Cobra. Provided that Employee timely elects continuation health benefits coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company will pay through the COBRA Payment End Date (as defined below) for the monthly premiums for the level of coverage Employee maintained on the Termination Date. The “COBRA Payment End Date” shall be the earlier of (i) 12 months following the Termination Date and (ii) the date Employee becomes employed by a third party and is eligible for coverage under the group benefits plan of the new employer. If during the period Employee is receiving this benefit, Employee obtains new employment and becomes eligible for coverage under the group benefits plan of the new employer, Employee must notify the Company in writing of such new employment so that the Company receives such notification prior to the commencement of this employment.

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4.          Non-Admission of Liability. The Company is providing Employee with the consideration described in this Agreement in exchange for Employee’s agreement to undertake certain obligations and for Employee releasing the Company and related parties from any claims he may have against the Company and the related parties, as described herein. The fact that the Company is offering this consideration to Employee is not an admission that the Company has violated Employee’s rights (or the rights of anyone else), any statute or law, or breached any duty or obligation in any manner whatsoever.

5.          Release and other Promises. The intent of this section is to secure Employee’s release of claims against the Company or anyone connected with it for any harm Employee may claim to have suffered for any period prior to his execution of this Agreement in connection with Employee’s employment or the termination of Employee’s employment, in return for the benefits described in this Agreement. Accordingly, in exchange for the consideration described above, Employee hereby agrees as follows:

(a) Release. In consideration of the foregoing, Employee hereby releases and forever discharges the Company and all of its present, former and/or future officers, employees, directors, stockholders, agents, representatives, partners, administrators, attorneys, insurers, fiduciaries, subsidiaries, divisions, affiliates, predecessors, successors and assigns, in their individual and/or representative capacities (hereinafter collectively referred to as the “Released Parties”), from any and all liabilities, causes of action, suits, agreements, promises, damages, disputes, controversies, contentions, grievances, differences, judgments, debts, claims and demands of any kind whatsoever, both in law and in equity, known or unknown, fixed or contingent, and whether asserted or unasserted (“Claims”), (i) which Employee may have or claim to have based upon or in any way related to Employee’s employment or termination of employment with the Company, for any period prior to his execution of this Agreement, (ii) which otherwise involve facts that occurred during any period prior to Employee’s signing of this Agreement, or (iii) otherwise arising under the Employment Agreement, made as of March 7, 2006, between the Parties (the “Employment Agreement”) or any incentive, welfare or pension plans of the Company. Such released Claims include, without limitation, any and all Claims under the Age Discrimination in Employment Act of 1967, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1871, the Civil Rights Act of 1991, the Fair Labor Standards Act, the Family and Medical Leave Act of 1993, the Americans with Disabilities Act, the Employee Retirement Income Security Act of 1974 (including, without limitation, any claim for severance pay), the Connecticut Human Rights Act, Conn. Gen. Stat. §46a-51, et. seq., and any and all other federal, state or local laws, statutes, rules and regulations pertaining to employment, each as amended. This includes but is not limited to any and all Claims growing out of any legal restrictions on the Company’s right to terminate its employees, including specifically the Worker Adjustment and Retraining Notification Act of 1988 (“WARN”). Such released Claims also include, without limitation, any and all Claims under state contract or tort law; any and all Claims based on the design or administration of any Company employee benefit plan or program arising under any Company policy, procedure, or employee benefit plan; any and all Claims for wages, commissions, bonuses, continued employment with the Company in any position, and compensatory, punitive or liquidated damages; and any and all Claims for attorney’s fees and costs. Notwithstanding the foregoing, nothing contained herein shall interfere with or waive Employee’s right to enforce this Agreement or any other agreement between the Parties to the extent expressly preserved by this Agreement.

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(b)	Subsequent Release. Notwithstanding anything herein to the contrary, the Company’s payments described in Section 3(a) hereof shall be contingent on Employee’s execution of, and delivery to, the Company on or after March 16, 2009 and on or before March 20, 2009, the General Release attached hereto as Exhibit A and Employee not revoking such release within seven days of his delivery of such release. If Employee fails to timely execute and deliver the release or revokes the release, the Company shall not be obligated to make the payments described in Section 3(a) hereof.
(c)	No Prior Lawsuits or Assignments. Employee hereby represents that Employee has not filed, or assigned to any other person or entity any Claim against the Released Parties relating to Employee’s employment and/or separation from employment with the Company, or otherwise involving facts which occurred in any period prior to Employee’s signing of this Agreement.
(d)	Continued Obligations Under the Employment Agreement. Employee agrees that it is a material condition of this Agreement that Employee comply with Sections 5, 6 and 7 of the Employment Agreement, which are incorporated by reference herein.

6.          Indemnification. The Parties shall continue to comply with the terms of the Indemnification Agreement between the Company and Employee dated September 12, 2005 (the “Indemnification Agreement”). Notwithstanding anything in this Agreement to the contrary, the rights and obligations of the Parties with respect to indemnification (including dispute resolution, governing law and notice) shall be governed by the Indemnification Agreement.

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7.          Acknowledgments. By signing this Agreement below, Employee hereby acknowledges as follows:

(a)

Sufficiency of Consideration. The consideration received by Employee in Section 3 of this Agreement in exchange for the releases contained or referred to in Section 5 and the other promises contained in this Agreement, are greater in value than anything else which Employee may have otherwise been entitled under any existing Company separation, benefit or compensation policy if Employee did not execute this Agreement.

(b)

Entire Agreement; Prior Agreements. This Agreement contains the entire agreement between Employee and the Company regarding the subject matter hereto and, as such, fully supersedes any and all prior agreements or understandings between Employee and the Company pertaining to the subject matter addressed in this Agreement (including, without limitation, the Employment Agreement); provided, that, this Agreement shall not supersede, replace, or otherwise affect in any manner, (i) Employee’s continuing obligations under Sections 5, 6 and 7 of the Employment Agreement, (ii) the Indemnification Agreement, and (iii) the Restricted Stock Unit Agreement. Employee has carefully read and fully understands all of the provisions of this Agreement, which, except as noted in this Agreement, sets forth the entire understanding between Employee and the Company. In agreeing to the terms of this Agreement, Employee is not relying upon any written or oral promise or representation made to Employee by any employee or representative of the Company, other than the promises contained herein. This Agreement may not be amended, superseded, cancelled or terminated other than in a writing expressly referencing this Agreement and signed both by Employee and by the Company or its attorney or other designated representative.

8.          Severability. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted.

9.          Return of Company Property. On the Termination Date or upon earlier request by the Company, Employee shall return to the Company any Company property in Employee’s possession, custody or control.

10.        Choice of Law; Forum. This Agreement (including any of Employee’s continuing obligations under the Employment Agreement pursuant to Section 5(d) hereof) shall be governed by the laws of the State of Delaware without giving effect to the principle of choice of law thereof. The interpretation and enforcement of the provisions of this Agreement (including any dispute regarding Employee’s continuing obligations under the Employment Agreement other than the rights subject to Section 7(i)(ii) thereof) under the auspices of the American Arbitration Association in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association then in effect, and before a panel of three arbitrators selected in accordance with such rules. Judgment upon the award rendered by the arbitrators may be entered into any state or federal courts sitting in Fairfield County, Connecticut.

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11.          Notice. Whenever any notice (other than a notice of Early Termination) is required or permitted hereunder, it shall be given in writing addressed as follows:

To the Company:	United Rentals, Inc.
	Five Greenwich Office Park
	Greenwich, Connecticut 06830
	Facsimile: (203) 622-6080
	Attention: Chief Executive Officer
To the Executive:	To his home address as shown on the records of the Company, Attention: Martin Welch III

Notice shall be deemed given and effective (a) three (3) business days after the deposit in the U.S. mail of a writing addressed as above and sent first class mail, certified, return receipt requested, (b) when received by the addressee, if sent by a nationally recognized air courier for next day delivery service (receipt requested), or (c) upon personal delivery (with written confirmation of receipt). Either party may change the address for notice by notifying the other party of such change in accordance with this Section 11. A notice of Early Termination may be given verbally or in any written or electronic (including email) manner, and shall be effective upon receipt.

12.          Assignment and Transfer. This Agreement shall inure to the benefit of and be enforceable by, and may be assigned by the Company without Employee’s consent to, any purchaser of all or substantially all of the Company’s business or assets, any successor to the Company or any assignee thereof (whether direct or indirect, by purchase, merger, consolidation or otherwise), and upon such assignment this Agreement shall be binding upon such successor or assignee. Employee’s rights and obligations under this Agreement shall not be transferable by Employee by assignment or otherwise, and any purported assignment, transfer or delegation thereof shall be void; provided, however, that if Employee shall die, all amounts payable to Employee hereunder shall be paid in accordance with the terms of this Agreement to Employee’s estate.

13.          No Waiver. No waiver by the parties hereto of any default or breach of any term, condition or covenant of this Agreement shall be deemed to be a waiver of any other term, condition or covenant contained herein or on any subsequent default or breach of the same term, condition or covenant.

14.          No Obligation to Mitigate. In no event shall Employee be obliged to seek other employment or consulting or take any other action by way of mitigation of the amounts payable to Employee under any of the provisions of this Agreement, nor shall the amount of any payment hereunder be reduced by any compensation earned by Employee as a result of self-employment or employment by another employer.

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15.          No Right of Set-off, Etc. Except as set forth in this Agreement, the obligation of the Company to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any circumstances, including without limitation, set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against Employee or others.

16.          Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall be deemed to be one and the same instrument. Execution of this Agreement by the Parties evidenced by signatures transmitted by facsimile or electronic mail shall be deemed the same as original signatures.

ACCEPTED AND AGREED

United Rentals, Inc.
By:	/s/ Michael J. Kneeland
Michael J. Kneeland
Chief Executive Officer
Dated: December 31, 2008
/s/ Martin Welch
Martin Welch III

Dated: December 30, 2008

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