Form 8-K
8-K — UNITED RENTALS, INC.
Accession: 0001104659-26-075708
Filed: 2026-06-18
Period: 2026-06-18
CIK: 0001067701
SIC: 7359 (SERVICES-EQUIPMENT RENTAL & LEASING, NEC)
Item: Entry into a Material Definitive Agreement
Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Item: Financial Statements and Exhibits
Documents
8-K — tm2618215d1_8k.htm (Primary)
EX-10.1 — EXHIBIT 10.1 (tm2618215d1_ex10-1.htm)
XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K — FORM 8-K
8-K (Primary)
Filename: tm2618215d1_8k.htm · Sequence: 1
false
0001067701
0001047166
false
8-K
2026-06-18
false
false
false
false
false
0001067701
2026-06-18
2026-06-18
0001067701
uri:UnitedRentalsNorthAmericaIncMember
2026-06-18
2026-06-18
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
June 18, 2026
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
86-0933835
(State
or other Jurisdiction of
Incorporation)
(Commission
File Number)
(IRS
Employer Identification No.)
100 First Stamford Place, Suite 700
Stamford, Connecticut
06902
(Address
of Principal Executive Offices)
(Zip
Code)
Registrant’s telephone number, including
area code: (203) 622-3131
(Former name or former address if changed since
last report.)
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:
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange
on which
registered
Common Stock, $.01 par value, of
United Rentals, Inc.
URI
New
York Stock Exchange
Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company ¨
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Co-Registrant CIK
0001047166
Co-Registrant Amendment Flag
false
Co-Registrant Form Type
8-K
Co-Registrant DocumentPeriodEndDate
2026-06-18
Co-Registrant Written Communications
false
Co-Registrant Solicitating Materials
false
Co-Registrant PreCommencement Tender Offer
false
Co-Registrant PreCommencement Issuer Tender Offer
false
Emerging growth company
false
Item 1.01. Entry into a Material Definitive Agreement.
On June 18, 2026, United Rentals, Inc. (the “Company”),
United Rentals (North America), Inc. (“URNA”) and United Rentals Receivables LLC II (the “SPV”) entered into
the Amendment No. 18 to Third Amended and Restated Receivables Purchase Agreement (the “Amendment”), by and among URNA,
as Originator, the SPV, as Seller, the Company, as Collection Agent, Liberty Street Funding LLC, as a Purchaser (“Liberty”),
Gotham Funding Corporation, as a Purchaser (“Gotham”), GTA Funding LLC, as a Purchaser (“GTA”), Reliant Trust,
as a Purchaser (“Reliant”, and together with Liberty, Gotham and GTA, the “Purchasers”), The Bank of Nova Scotia,
as a Bank, as Administrative Agent and as the Purchaser Agent for Liberty (“Scotia Capital” and the “Administrative
Agent”), PNC Bank, National Association, as a Bank and as the Purchaser Agent for itself (“PNC”), Truist Bank (successor
by merger to SunTrust Bank), as a Bank and as the Purchaser Agent for itself (“Truist”), MUFG Bank, Ltd., as a Bank and
as the Purchaser Agent for Gotham (“MUFG”), The Toronto-Dominion Bank, as a Bank and as the Purchaser Agent for GTA and Reliant
(“TD”) and Regions Banks, as a Bank and as the Purchaser Agent for itself (“Regions”, and together with Scotia
Capital, PNC, Truist, MUFG and TD, the “Banks” and the “Purchaser Agents”), with respect to the Third Amended
and Restated Receivables Purchase Agreement, dated as of September 24, 2012 (as amended by various amendments between 2013 and 2025
and the Amendment, the “Receivables Purchase Agreement”). All capitalized terms not defined herein shall have the meanings
assigned to them in the Amendment or the Receivables Purchase Agreement, as applicable.
Pursuant to the Amendment, the expiration date of the facility (as
amended, the “Amended A/R Facility”) was extended until June 18, 2027 and may be further extended on a 364-day basis
by mutual agreement of the Company and the purchasers under the Amended A/R Facility. Advances under the Amended A/R Facility will continue
to be reflected as debt on our condensed consolidated balance sheets and receivables in the collateral pool will be reflected as assets
on our consolidated balance sheets.
Pursuant to the terms of the Amended A/R Facility, advances will continue
to be permitted only to the extent that the face amount of the eligible receivables in the collateral pool exceeds the outstanding loans
by a specified amount. The Amended A/R Facility will also continue to be structured so that the receivables in the collateral pool are
the lenders’ only source of repayment. Upon early termination of the Amended A/R Facility, no new amounts will be advanced under
the Amended A/R Facility and collections on the receivables securing the Amended A/R Facility will be used to repay the outstanding advances.
The Amended A/R Facility is subject to standard termination events including, without limitation, a change of control of the Company or
URNA, a failure to make payments, a failure to comply with standard default, delinquency, dilution and days sales outstanding covenants,
or breach of the financial ratio covenant under URNA’s credit facility.
The foregoing summary is qualified in its entirety by reference to
the full text of the Amendment, as well as the Receivables Purchase Agreement, as amended. In connection with the Amendment, the Company
confirmed its performance undertaking originally given in May 2005 in connection with the initial establishment of the securitization
facility, as amended and restated in September 2012 in connection with an amendment and restatement of the securitization facility.
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 is incorporated by reference under this Item.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
10.1
Amendment No. 18 to Third Amended and Restated Receivables Purchase Agreement, dated as of June 18, 2026, by and among United Rentals (North America), Inc., United Rentals Receivables LLC II, United Rentals, Inc., Liberty Street Funding LLC, Gotham Funding Corporation, GTA Funding LLC, Reliant Trust, The Bank of Nova Scotia, PNC Bank, National Association, Truist Bank, National Association, MUFG Bank, Ltd., The Toronto-Dominion Bank and Regions Bank.
104
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL
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: June 18, 2026
UNITED RENTALS, INC.
By:
/s/ Joli L. Gross
Name:
Joli L. Gross
Title:
Senior Vice President, Chief Legal and Sustainability Officer and Corporate Secretary
UNITED RENTALS (NORTH AMERICA), INC.
By:
/s/ Joli L. Gross
Name:
Joli L. Gross
Title:
Senior Vice President, Chief Legal and Sustainability Officer and Corporate Secretary
EX-10.1 — EXHIBIT 10.1
EX-10.1
Filename: tm2618215d1_ex10-1.htm · Sequence: 2
Exhibit 10.1
Execution Copy
AMENDMENT
NO. 18 TO
THIRD
AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT
THIS AMENDMENT NO. 18 TO THIRD
AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “Agreement”) is dated and is effective as of June 18,
2026, and is entered into by and among UNITED RENTALS (NORTH AMERICA), INC., a Delaware corporation (the “Originator”),
UNITED RENTALS RECEIVABLES LLC II, a Delaware limited liability company (the “Seller”), UNITED RENTALS, INC.,
a Delaware corporation (the “Collection Agent”), LIBERTY STREET FUNDING LLC, a Delaware limited liability company
(“Liberty”), GOTHAM FUNDING CORPORATION, a Delaware corporation (“Gotham”) , GTA FUNDING LLC, a
Delaware limited liability company (“GTA”), and RELIANT TRUST, a master trust established under the laws of the Province
of Ontario (“Reliant”, and together with Liberty, Gotham and GTA, the “Purchasers”), THE BANK OF
NOVA SCOTIA (“Scotia Capital”), as a Bank (as defined in the Purchase Agreement referred to below), as administrative
agent (the “Administrative Agent”) for the Investors and the Banks (as such terms are defined in the Purchase Agreement
referred to below) and as purchaser agent for Liberty (the “Liberty Purchaser Agent”), PNC BANK, NATIONAL ASSOCIATION
(“PNC”), as a Bank and as purchaser agent for itself (the “PNC Purchaser Agent”), MUFG BANK, LTD.
(“MUFG”), as a Bank and as purchaser agent for Gotham (the “Gotham Purchaser Agent”), TRUIST BANK
(“Truist”), as a Bank and as purchaser agent for itself (the “Truist Purchaser Agent”), THE TORONTO-DOMINION
BANK (“TD”), as a Bank and as purchaser agent for GTA and Reliant (the “TD Purchaser Agent”), and
REGIONS BANK (“Regions”), as a Bank and as purchaser agent for itself (the “Regions Purchaser Agent”,
and together with the Liberty Purchaser Agent, the PNC Purchaser Agent, the Gotham Purchaser Agent, the Truist Purchaser Agent and the
TD Purchaser Agent, the “Purchaser Agents”). Capitalized terms used and not otherwise defined herein are used as defined
in the Purchase Agreement (as defined below).
RECITALS
WHEREAS, the Seller, the Collection
Agent, the Purchasers, the Purchaser Agents, the Banks and the Administrative Agent are parties to that certain Third Amended and Restated
Receivables Purchase Agreement dated as of September 24, 2012 (as amended, supplemented or otherwise modified, the “Purchase
Agreement”);
WHEREAS, the Originator, the
Collection Agent and the Seller are parties to that certain Third Amended and Restated Purchase and Contribution Agreement dated as of
September 24, 2012 (as amended, supplemented or otherwise modified, the “Contribution Agreement”); and
WHEREAS, pursuant to Section 7.01
of the Purchase Agreement, the parties wish to (i) extend the Facility Termination Date and (ii) make certain other amendments
to the Purchase Agreement, all as hereinafter set forth.
NOW, THEREFORE, the parties agree as follows:
Section 1. Amendments
to the Purchase Agreement. Effective as of the Effective Date, immediately after giving effect to the actions contemplated by Section 1
hereof, the Purchase Agreement is hereby amended as follows:
(a) The
Purchase Agreement is hereby amended to incorporate the changes shown on the marked pages attached hereto as Annex A.
(b) The
Purchase Agreement is hereby further amended by replacing Annex E thereto with the copy of Annex E attached hereto as Annex B.
Section 2. Effectiveness
of this Agreement. This Agreement shall become effective as of the date hereof (the “Effective Date”) at such time
as:
(a) executed
counterparts of this Agreement have been delivered by each party hereto to the other parties hereto;
(b) each
Purchaser Agent shall have received payment of a one-time upfront fee in an amount equal to 5 basis points on the amount of its related
Bank’s Bank Commitment as of the Effective Date;
(c) each
Purchaser Agent shall have received an executed amendment and restatement of such Purchaser Agent’s Fee Agreement (each, a “New
Fee Agreement”);
(d) the
Administrative Agent shall have received opinions, in form and substance reasonably satisfactory to the Administrative Agent, from Troutman
Pepper Locke LLP, with respect to true sale and non-consolidation matters after giving effect to this Agreement and the transactions contemplated
hereby; and
(e) the
Administrative Agent and the Purchaser Agents shall have received, in form and substance reasonably satisfactory to the Administrative
Agent and each Purchaser Agent, a certificate of the Secretary or Assistant Secretary of the Seller certifying copies of the resolutions
of the Board of Directors of the Seller approving this Agreement and the transactions contemplated hereby.
Section 3. Representations
and Warranties. The Originator, the Seller and the Collection Agent represent and warrant as follows:
(a) The
execution, delivery and performance by the Originator, the Collection Agent and the Seller of this Agreement (i) are within its corporate
or limited liability company powers, as applicable, (ii) have been duly authorized by all necessary corporate or limited liability
company action, as applicable, and (iii) do not contravene (1) its charter, by-laws or limited liability company agreement,
as applicable, (2) any law, rule or regulation applicable to it or (3) any contractual restriction binding on it or its
property, in each case under clauses (2) or (3) where such contravention would reasonably be expected to
have a material adverse effect on the collectability of any Pool Receivable, on the Originator, on the Seller or on the performance by
the Collection Agent of its obligations under the Contribution Agreement or the Purchase Agreement. This Agreement has been duly executed
and delivered by the Originator, the Seller and the Collection Agent.
2
(b) 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 Originator, the Seller or the Collection Agent of this Agreement or any other document
to be delivered by the Originator, the Seller or the Collection Agent hereunder other than those already 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 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.
(c) This
Agreement constitutes the legal, valid and binding obligation of the Originator, the Seller and the Collection Agent, enforceable against
the Originator, the Seller and 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).
(d) The
representations and warranties contained in (i) Section 4.01 of the Contribution Agreement (with respect to the Originator),
(ii) Exhibit III to the Purchase Agreement (with respect to the Seller) and (iii) Section 4.08 of the Purchase Agreement
(with respect to the Collection Agent) are correct in all material respects (except for those representations and warranties that are
conditioned by materiality, material adverse effect or a similar qualification, which shall be correct in all respects) on and as of the
date hereof as though made on and as of the date hereof, except to the extent such representations and warranties specifically relate
to an earlier date, in which case such representations and warranties shall have been correct in all material respects (except for those
representations and warranties that are conditioned by materiality, material adverse effect or a similar qualification, which shall have
been correct in all respects) on and as of such earlier date.
(e) No
event has occurred and is continuing, or would result from the transactions contemplated hereby, that constitutes an Event of Termination
or an Incipient Event of Termination.
Section 4. Purchase
Agreement, Contribution Agreement and Fee Agreements in Full Force and Effect.
(a) All
of the provisions of the Purchase Agreement, as amended hereby, the Contribution Agreement and the Fee Agreements (as amended by the New
Fee Agreements), and all of the provisions of all other documentation required to be delivered with respect thereto shall remain in full
force and effect and are ratified and confirmed in all respects; provided that the Originator acknowledges that, in connection
with the extension of the Facility Termination Date under the Purchase Agreement, the Facility Termination Date under the Contribution
Agreement is concurrently extended pursuant to clause (a) of the definition of “Facility Termination Date” contained
therein.
3
(b) The
respective parties hereto agree to be bound by the terms and conditions of the Purchase Agreement, as amended hereby, the Contribution
Agreement and the Fee Agreements, as applicable, as though such terms and conditions were set forth herein.
(c) This
Agreement may not be amended or otherwise modified except as provided in the Purchase Agreement.
(d) This
Agreement shall constitute a Transaction Document under both the Purchase Agreement and the Contribution Agreement.
Section 5. Reference
in Other Documents; Affirmation of Performance Undertaking Agreement.
(a) On
and from the date hereof, references to the Purchase Agreement in any agreement or document (including without limitation the Purchase
Agreement, the Contribution Agreement and the New Fee Agreements) shall be deemed to include a reference to the Purchase Agreement, as
amended hereby, whether or not reference is made to this Agreement.
(b) On
and from the date hereof, references to any Fee Agreement in any agreement or document (including without limitation the Contribution
Agreement and the Purchase Agreement) shall be deemed to include a reference to the applicable New Fee Agreement.
(c) United
Rentals, Inc. hereby consents to this Agreement and hereby affirms and agrees that the Performance Undertaking Agreement is, and
shall continue to be, in full force and effect and is hereby ratified and affirmed in all respects. Upon and at all times after the effectiveness
of this Agreement, each reference in the Performance Undertaking Agreement to the “Receivables Purchase Agreement”, “thereunder”,
“thereof” or words of like import shall mean and be a reference to the Purchase Agreement as amended by this Agreement, and
as hereafter amended, restated or otherwise modified from time to time.
Section 6. Costs
and Expenses.
The Seller agrees to pay on
demand all reasonable and documented costs and expenses in connection with the drafting, negotiation, revision, execution and delivery
of this Agreement and the other documents and agreements to be delivered hereunder and thereunder, including, without limitation, the
reasonable and documented fees and out-of-pocket expenses of one firm of primary counsel for the Administrative Agent and the Purchaser
Agents, the Purchasers and the Banks.
Section 7. Counterparts.
This Agreement may be executed
in any number of counterparts and by different parties hereto in separate 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 or by electronic mail in portable document format (.pdf) shall be effective as
delivery of a manually executed counterpart of this Agreement.
4
Section 8. Headings.
The descriptive headings of
the various sections of this Agreement are inserted for convenience of reference only and shall not be deemed to affect the meaning or
construction of any of the provisions hereof.
Section 9. Governing
Laws.
This Agreement and the rights
and obligations of the parties under this Agreement shall be governed by, and construed in accordance with, the laws 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).
The remainder of this page is intentionally
left blank.
5
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.
ORIGINATOR:
UNITED RENTALS (NORTH
AMERICA), INC.
By:
/s/ Sybil Collins
Name: Sybil Collins
Title: Vice President, Treasurer
SELLER:
UNITED RENTALS
RECEIVABLES LLC II
By:
/s/ Sybil Collins
Name: Sybil Collins
Title: Vice President, Treasurer
COLLECTION AGENT:
UNITED RENTALS,
INC.
By:
/s/ Sybil Collins
Name: Sybil Collins
Title: Vice President, Treasurer
SOLELY FOR PURPOSES OF
SECTION 5(c):
UNITED RENTALS, INC.
By:
/s/ Sybil Collins
Name: Sybil Collins
Title: Vice President, Treasurer
Signature Page
AMENDMENT NO. 18 to RPA
ADMINISTRATIVE AGENT:
THE BANK OF NOVA
SCOTIA
By:
/s/ Elie Silver
Name: Elie Silver
Title: Managing Director
PURCHASER:
LIBERTY STREET
FUNDING LLC
By:
/s/ Kevin J. Corrigan
Name: Kevin Corrigan
Title: Vice President
PURCHASER AGENT:
THE BANK OF NOVA
SCOTIA
By:
/s/ Elie Silver
Name: Elie Silver
Title: Managing Director
BANK:
THE BANK OF NOVA SCOTIA
By:
/s/ Elie Silver
Name: Elie Silver
Title: Managing Director
Signature Page
AMENDMENT NO. 18 to RPA
PURCHASER AGENT:
PNC BANK, NATIONAL
ASSOCIATION
By:
/s/ Chris Blaney
Name: Chris Blaney
Title: Senior Vice President
BANK:
PNC BANK, NATIONAL
ASSOCIATION
By:
/s/ Chris Blaney
Name: Chris Blaney
Title: Senior Vice President
Signature Page
AMENDMENT NO. 18 to RPA
PURCHASER:
GOTHAM FUNDING CORPORATION
By:
/s/ Kevin J. Corrigan
Name: Kevin Corrigan
Title: Vice President
PURCHASER AGENT:
MUFG BANK,
LTD.
By:
/s/ Eric Williams
Name: Eric Williams
Title: Managing Director
BANK:
MUFG BANK,
LTD.
By:
/s/ Eric Williams
Name: Eric Williams
Title: Managing Director
Signature Page
AMENDMENT NO. 18 to RPA
PURCHASER AGENT:
TRUIST BANK
By:
/s/ Paul Cornely
Name: Paul Cornely
Title: Director
BANK:
TRUIST BANK
By:
/s/ Paul Cornely
Name: Paul Cornely
Title: Director
Signature Page
AMENDMENT NO. 18 to RPA
PURCHASERS:
GTA FUNDING LLC
By:
/s/ Kevin J. Corrigan
Name: Kevin Corrigan
Title: Vice President
COMPUTERSHARE TRUST
COMPANY OF CANADA, in its capacity as trustee of RELIANT TRUST, by its U.S. Financial Services Agent, THE TORONTO-DOMINION BANK
By:
/s/ Luna Mills
Name: Luna Mills
Title: Managing Director
PURCHASER AGENT:
THE TORONTO-DOMINION
BANK
By:
/s/ Luna Mills
Name: Luna Mills
Title: Managing Director
BANK:
THE TORONTO-DOMINION
BANK
By:
/s/ Luna Mills
Name: Luna Mills
Title: Managing Director
Signature Page
AMENDMENT NO. 18 to RPA
PURCHASER AGENT:
REGIONS BANK
By:
/s/ Cecil Noble
Name: Cecil Noble
Title: Managing Director
BANK:
REGIONS BANK
By:
/s/ Cecil Noble
Name: Cecil Noble
Title: Managing Director
Signature Page
AMENDMENT NO. 18 to RPA
ANNEX A
CHANGED PAGES TO PURCHASE AGREEMENT
See Attached
CONFORMED COPY INCORPORATING
AMENDMENT NO. 1718
EFFECTIVE AS OF JUNE 618,
20252026
THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE
AGREEMENT
Dated as of September 24, 2012
Among
UNITED RENTALS RECEIVABLES LLC II,
as Seller,
UNITED RENTALS, INC.,
as Collection Agent,
LIBERTY STREET FUNDING LLC,
as a Purchaser,
GOTHAM FUNDING CORPORATION,
as a Purchaser,
GTA FUNDING LLC,
as a Purchaser,
RELIANT TRUST,
as a Purchaser,
THE BANK OF NOVA SCOTIA,
as Purchaser Agent for Liberty, as Administrative Agent and as a Bank,
PNC BANK, NATIONAL ASSOCIATION,
as Purchaser Agent for itself and as a Bank,
MUFG BANK, LTD.,
as Purchaser Agent for Gotham and as a Bank,
TRUIST BANK,
as Purchaser Agent for itself and as a Bank,
THE TORONTO-DOMINION BANK,
as Purchaser Agent for GTA and Reliant and as a Bank
and
REGIONS BANK,
as Purchaser Agent for itself and as a Bank
Table of Contents
Page
ARTICLE I
Amounts
and terms of the purchases
SECTION 1.01.
Purchase Facility
2
SECTION 1.02.
Making Purchases
3
SECTION 1.03.
Receivable Interest Computation
7
SECTION 1.04.
Settlement Procedures
7
SECTION 1.05.
Fees
12
SECTION 1.06.
Payments and Computations, Etc.
12
SECTION 1.07.
Dividing or Combining Receivable Interests
13
SECTION 1.08.
Increased Costs and Requirements of Law
13
SECTION 1.09.
Intended Characterization; Security Interest
15
SECTION 1.10.
[Reserved]
16
SECTION 1.11.
Sharing of Payments
16
SECTION 1.12.
Repurchase Option
16
SECTION 1.13.
Extension; Additional Purchasers; Increased Commitments
17
SECTION 1.14.
Defaulting Banks; Delaying Banks
18
SECTION 1.15.
Benchmark Replacement Setting
19
ARTICLE II
REPRESENTATIONS AND WARRANTIES;
COVENANTS; EVENTS OF TERMINATION
SECTION 2.01.
Representations and Warranties; Covenants
25
SECTION 2.02.
Events of Termination
25
ARTICLE III
INDEMNIFICATION
SECTION 3.01.
Indemnities by the Seller
26
ARTICLE IV
ADMINISTRATION AND COLLECTION
OF POOL RECEIVABLES
SECTION 4.01.
Designation of Collection Agent
28
SECTION 4.02.
Duties of Collection Agent
2929
SECTION 4.03.
Certain Rights of the Administrative Agent
30
SECTION 4.04.
Rights and Remedies
31
SECTION 4.05.
Further Actions Evidencing Purchases
31
SECTION 4.06.
Covenants of the Collection Agent and the Seller
32
i
SECTION 4.07.
Indemnities by the Collection Agent
34
SECTION 4.08.
Representations and Warranties of the Collection Agent
35
ARTICLE V
THE ADMINISTRATIVE AGENT
SECTION 5.01.
Authorization and Action
36
SECTION 5.02.
Administrative Agent’s Reliance, Etc.
36
SECTION 5.03.
Indemnification of Administrative Agent
37
SECTION 5.04.
Scotia Capital and Affiliates
37
SECTION 5.05.
Bank’s Purchase Decision
37
SECTION 5.06.
Erroneous Payments
3838
SECTION 5.07.
Notice of Event of Termination
40
ARTICLE VI
THE PUrchaser AGENTS
SECTION 6.01.
Authorization
41
SECTION 6.02.
Reliance by Purchaser Agent
42
SECTION 6.03.
Agent and Affiliates
42
SECTION 6.04.
Notices
43
SECTION 6.05.
Bank’s Purchase Decision
43
ARTICLE VII
MISCELLANEOUS
SECTION 7.01.
Amendments, Etc.
43
SECTION 7.02.
Notices, Etc.
44
SECTION 7.03.
Assignability
49
SECTION 7.04.
Costs, Expenses and Taxes
50
SECTION 7.05.
No Proceedings
52
SECTION 7.06.
Confidentiality
53
SECTION 7.07.
Governing Law
5253
SECTION 7.08.
SUBMISSION TO JURISDICTION
53
SECTION 7.09.
WAIVER OF JURY TRIAL
54
SECTION 7.10.
Execution in Counterparts
5354
SECTION 7.11.
Survival of Termination
5354
SECTION 7.12.
Severability
54
SECTION 7.13.
Excess Funds
54
SECTION 7.14.
No Recourse
55
SECTION 7.15.
Amendment and Restatement; Acknowledgement
56
SECTION 7.16.
KYC Information
56
ii
EXHIBITS
EXHIBIT I --
Definitions
EXHIBIT II --
Conditions of Purchases
EXHIBIT III
--
Representations and Warranties
EXHIBIT IV
--
Covenants of the Seller
EXHIBIT V --
Events of Termination
EXHIBIT VI
--
Collection Agent Defaults
ANNEXES
ANNEX
A --
[Reserved]
ANNEX
B --
[Reserved]
ANNEX
C --
Credit and Collection Policy
ANNEX
D --
[Reserved]
ANNEX
E --
Monthly Report
ANNEX
F --
Controlled Account and Collection Accounts
ANNEX
G-1 --
Weekly Report[Reserved]
ANNEX
G-2 --
Daily Report
ANNEX
H --
Form of ENB Contract
ANNEX
I --
Form of Purchase Request
iii
THIRD
AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT
Dated as of September 24, 2012
UNITED RENTALS RECEIVABLES
LLC II, a Delaware limited liability company (the “Seller”), UNITED RENTALS, INC., a Delaware corporation (the
“Collection Agent”), LIBERTY STREET FUNDING LLC (“Liberty”), a Delaware limited liability company,
GOTHAM FUNDING CORPORATION (“Gotham”), a Delaware corporation, GTA FUNDING LLC (“GTA”), a Delaware
limited liability company, RELIANT TRUST (“Reliant”), a master trust established under the laws of the Province of
Ontario (each of Liberty, Gotham GTA and Reliant, a “Purchaser”, and together the “Purchasers”),
THE BANK OF NOVA SCOTIA (“Scotia Capital”), as a Bank, as administrative agent (the “Administrative Agent”)
for the Investors and the Banks (as defined herein) and as purchaser agent for Liberty (the “Liberty Purchaser Agent”),
PNC BANK, NATIONAL ASSOCIATION (“PNC”), as a Bank and as purchaser agent for itself (the “PNC Purchaser Agent”),
MUFG BANK, LTD. (“MUFG”), as a Bank and as purchaser agent for Gotham (the “Gotham Purchaser Agent”),
TRUIST BANK (“Truist”), as a Bank and as purchaser agent for itself (the “Truist Purchaser Agent”),
THE TORONTO-DOMINION BANK (“TD”), as a Bank and as purchaser agent for GTA and Reliant (the “TD Purchaser
Agent”), and REGIONS BANK (“Regions”), as a Bank and as purchaser agent for itself (the “Regions
Purchaser Agent”, and together with the Liberty Purchaser Agent, the PNC Purchaser Agent, the Gotham Purchaser Agent, the Truist
Purchaser Agent, and the TD Purchaser Agent, “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 in the manner set forth herein (as applicable).
The Seller has acquired, and
may continue to acquire, Receivables and Related Security from the Originator, 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.
Certain parties hereto previously
entered into that certain Second Amended and Restated Receivables Purchase Agreement, dated as of September 28, 2011, as amended
by that certain Assignment and Acceptance and Amendment Agreement, dated as of December 23, 2011 and as further amended and supplemented
as of February 2, 2012, May 18, 2012 and September 24, 2012 (the “Existing Agreement”).
The parties hereto now desire
to amend and restate the Existing Agreement in its entirety as set forth herein and with effect from the date first set forth above.
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 Purchasers,
and through the date immediately preceding the Commitment Termination Date, in the case of the Banks. 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 (x) the
aggregate outstanding Capital of Receivable Interests in the Pool Receivables would exceed the Purchase Limit or (y) the aggregate
outstanding Capital of Receivable Interests in the Pool Receivables held by any Bank plus, in the event such Bank has any related Purchasers,
such Bank’s ratable share of the outstanding Capital of Receivable Interests in the Pool Receivables held by such related Purchasers
would exceed its 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, which shall reduce the Bank Commitments
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.
2
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 (except as set forth in Section 1.02(e)(v) or Section 1.15(e))
Purchase Request and shall specify (i) the amount requested to be paid to the Seller by each Purchaser and each Bank which does
not have a related 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 and except with respect to any purchase being made by Truist, PNC, TD or Regions
(in their respective capacities as a Bank), the desired duration of the initial Fixed Period for each such Receivable Interest in the
Pool Receivables. Each Purchaser Agent which has a related Purchaser 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 such 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) a Purchaser
has determined not to make a proposed purchase, or (b) a Purchaser Agent does not have a related Purchaser, the respective Purchaser
Agent shall promptly send notice of the proposed purchase to all of the Related Banks of such Purchaser Agent concurrently specifying
the date of such purchase, each such Bank’s Percentage multiplied by the aggregate amount of Capital of the Receivable Interests
in the Pool Receivables being purchased, and, except with respect to any purchase being made by Truist, PNC, TD or Regions (in their
respective capacities as a Bank), 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. 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.
(b) On
the date of each such purchase of a Receivable Interest in the Pool Receivables, each Purchaser or the Banks, as the case may be, in
each case other than any Delaying Bank with respect to such purchase and such Delaying Bank’s related Purchasers, 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 each
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. A Delaying Bank may not object to its funding obligation of Delayed Funds under Section 1.02(e)(vi) on
the basis of the failure of the Seller to satisfy the conditions precedent set forth in Exhibit II hereto unless such Delaying
Bank has delivered a written notice to the Administrative Agent and the Seller expressing its objections to the proposed purchase on
or prior to the Original Date of such purchase applicable to Non-Delaying Banks.
(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.
3
(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, in the event such Bank has any related Purchasers, such Bank’s ratable
share of the outstanding and unpaid Capital of such related Purchasers. 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
to be funded for such purchase pursuant to clause (b) of this Section 1.02.
(e) Special
Provisions for Delayed Funding Dates.
(i) If,
at any time that the Seller delivers a Purchase Request pursuant to Section 1.02(a), any Bank has, pursuant to clause (ii) of
this Section 1.02(e), previously notified the Seller and Administrative Agent in writing that it is a Delaying Bank, the Purchaser
Agent for such Delaying Bank may, not later than 11:00 a.m. (New York City time), on the proposed date that the purchase set forth
in such Purchase Request is to be made (the “Original Date”), deliver a written notice (a “Delayed Funding
Notice”) to the Seller and the Administrative Agent that its related Purchaser will not be making such purchase and of the
intention of such Delaying Bank to fund its ratable share (based on such Bank’s Percentage) of the initial Capital of such Receivable
Interest in the Pool Receivables on a Business Day that is on or before the 33rd day (or if such 33rd day is not
a Business Day, the next succeeding Business Day thereafter) following such Original Date (such date, the “Delayed Funding Date”),
rather than on the Original Date with respect thereto. Any Bank for which a Delayed Funding Notice is delivered with respect to any Original
Date shall be referred to herein as a “Delaying Bank” with respect to the purchase being made on such Original Date
and funds required to be delivered on the respective Delayed Funding Date pursuant to such Delayed Funding Notice shall be referred to
as “Delayed Funds”. Notwithstanding the foregoing, the delivery of a Delayed Funding Notice shall not relieve any
other Bank that is not a Delaying Bank (each, a “Non-Delaying Bank”) of any of its obligations hereunder, including
the obligation of such Non-Delaying Bank to make the purchase to be made on such Original Date and other purchases in accordance with
the terms of this Agreement.
(ii) No
Bank may deliver a Delayed Funding Notice until after its delivery to the Seller and the Administrative Agent of a certificate (a “Delaying
Certificate”) signed by an authorized officer of such Bank certifying that (A) charges relating to the “liquidity
coverage ratio” under Basel III have been incurred (or are expected to be to incurred) on such Bank’s interests and obligations
hereunder and (B) such Bank is seeking or has obtained delayed funding in transactions similar to the transaction contemplated hereunder.
For the avoidance of doubt, the Seller acknowledges and agrees that the “charges” provided for in such certification may
be external charges incurred by such Bank or internal charges incurred by any business of such Bank managing such Bank’s interests
or obligations hereunder. Each Delayed Funding Notice delivered by a Bank shall be deemed to be a representation and warranty by such
Bank to the Seller as of the date of the Delayed Funding Notice that the written certification described in this clause (e)(ii) is
true and complete in all respects as of such date. Any Bank may revoke a Delaying Certificate it has delivered by written notice to the
Administrative Agent and the Seller.
4
(iii) No
Bank may request any amount payable under Section 1.08 as a result of any impact due to the “liquidity coverage ratio”
provisions of Basel III on its unused Bank Commitment hereunder with respect to any time such Bank is or was a Delaying Bank.
(iv) If
any Delaying Bank timely delivers a Delayed Funding Notice with respect to an Original Date, then the Administrative Agent shall use
reasonable efforts on such Original Date to notify the Purchaser Agent for each Non-Delaying Bank with respect to such Original Date
and such notice shall constitute a direction that the related Purchaser of each such Non-Delaying Bank may, or such Non-Delaying Bank
shall, in accordance with Section 1.02, make available to the Seller by wire transfer in U.S. dollars in same day funds to the account
designated by the Seller, an amount equal to the lesser of (A) such Purchaser’s or Non-Delaying Bank’s ratable share
(based on a percentage equal to the applicable Bank Commitment of such Non-Delaying Bank divided by the aggregate Bank Commitments of
all Non-Delaying Banks with respect to such purchase) of the Delayed Funds with respect to such Original Date and (B) such amount
that, when added to the aggregate outstanding Capital of Receivable Interests in the Pool Receivables held by such Bank plus, in the
event such Bank has any related Purchasers, such Bank’s ratable share of the outstanding Capital of Receivable Interests in the
Pool Receivables held by such related Purchasers, would not exceed its Bank Commitment. Each such Purchaser and/or Non-Delaying Bank
shall use commercially reasonable efforts to make such amount available to the Seller no later than 3:00 p.m. (New York City time)
on the Original Date, but in the event it is not able to do so, such amount shall be made available by such Purchaser and/or Non-Delaying
Bank to the Seller no later than 3:00 p.m. (New York City time) on the first Business Day following such Original Date.
(v) The
Administrative Agent shall promptly notify each Purchaser Agent upon its receipt of (x) any Delaying Certificate (but shall not
be required to disclose which Bank has delivered such Delaying Certificate) and (y) any Delayed Funding Notice. Each Bank and/or
Purchaser, as applicable, agrees that, with respect to each purchase to be made hereunder while any Delaying Certificate is then in effect,
it shall use its commercially reasonable efforts to not make available to the Seller the funds for such purchase earlier than 11:30 a.m. (New
York City time) on the proposed date of such purchase. If any Delayed Funding Notice with respect to any purchase is delivered hereunder,
the Seller may, by notice to the Purchaser Agents no later than 11:30 a.m. (New York City time) on the Original Date with respect
thereto, revoke the applicable Purchase Request. No Bank or Purchaser shall, nor be required to, fund any amount relating to any Purchase
Request that is so revoked by the Seller.
5
(vi) On
each Delayed Funding Date, each Delaying Bank with respect to the purchase to be funded on such Delayed Funding Date shall fund, or such
Bank’s related Purchaser may fund, an aggregate amount equal to the lesser of (A) the amount of Delayed Funds of such Bank
for such Delayed Funding Date and (B) an amount such that, following such funding (and without regard to any other Delayed Funding
Notices that may have been delivered and Delayed Funding Amounts that may have been funded by Non-Delaying Banks or related Purchasers
after such applicable Original Date), the aggregate outstanding Capital of Receivable Interests in the Pool Receivables held by such
Bank plus, in the event such Bank has any related Purchasers, such Bank’s ratable share of the outstanding Capital of Receivable
Interests in the Pool Receivables held by such related Purchasers is equal to such Bank’s ratable share (based on the applicable
Bank’s Percentage) of the aggregate outstanding Capital of Receivable Interests in the Pool Receivables (such lesser amount, the
“Delayed Funding Amount”), and such amount shall be distributed to the Administrative Agent for distribution to each
Non-Delaying Bank (or its related Purchaser) with respect to the purchase made by such Non-Delaying Bank (or its related Purchaser) pursuant
to clause (iv) of this Section 1.02(e) with respect to such Delayed Funds, pro rata based on the relative amounts
advanced by such Non-Delaying Bank (or its related Purchaser) pursuant to clause (iv) of this Section 1.02(e) with
respect to such Delayed Funds. Upon the funding of its Delayed Funding Amount in accordance with the preceding sentence, and without
any further action on the part of such Delaying Bank, the Administrative Agent, any other Bank or Purchaser, such Delaying Bank (or its
related Purchaser) will be deemed to have acquired from each Non-Delaying Bank or its related Purchaser, as applicable, and each such
Non-Delaying Bank or related Purchaser, as applicable, will be deemed to have sold to such Delaying Bank, without recourse or warranty,
its ratable share of Capital such that, following such payments (and without regard to any other Delayed Funding Notices that may have
been delivered and Delayed Funding Amounts that may have been funded by Non-Delaying Banks or related Purchasers after such applicable
Original Date), the aggregate outstanding Capital of Receivable Interests in the Pool Receivables held by each Bank plus, in the event
such Bank has any related Purchasers, such Bank’s ratable share of the outstanding Capital of Receivable Interests in the Pool
Receivables held by such related Purchasers is equal to such Bank’s ratable share (based on the applicable Bank’s Percentage)
of the aggregate outstanding Capital of Receivable Interests in the Pool Receivables. For the avoidance of doubt, in the event that the
Delayed Funding Amount with respect to any funding pursuant to this clause (vi) is less than the amount of the related Delayed Funds,
neither the applicable Delaying Bank nor such Bank’s related Purchaser shall have any obligation to fund such difference but shall
only be obligated to fund such Delayed Funding Amount.
(vii) The
obligation of each Delaying Bank to fund its Delayed Funding Amount on the related Delayed Funding Date is subject to any valid claims
of a Delaying Bank under the last sentence of Section 1.02(b) but is otherwise absolute and unconditional and shall
not be affected by any circumstance whatsoever, including (A) any setoff, counterclaim, recoupment, defense or other right which
such Delaying Bank may have against the Administrative Agent, the other Banks and Purchasers, the Seller, or any other Person for any
reason whatsoever; (B) the occurrence or continuance of an Event of Termination or Incipient Event of Termination; (C) the
reduction or termination of any Bank Commitments; or (D) any other occurrence, event, or condition, whether or not similar to any
of the foregoing (in each case, so long as such payment does not cause the aggregate outstanding Capital of Receivable Interests in the
Pool Receivables held by any Bank plus, in the event such Bank has any related Purchasers, such Bank’s ratable share of the outstanding
Capital of Receivable Interests in the Pool Receivables held by such related Purchasers to exceed its Bank Commitment (as of the Original
Date with respect to such funding)). The funding or failure to fund the Delayed Funds will not relieve or otherwise impair the obligation
of the Seller to make all payments as provided in this Agreement.
6
(viii) In
the event that a Delaying Bank is prohibited by applicable law from funding its Delayed Funds on a Delayed Funding Date, then such Delaying
Bank shall be deemed to have purchased a participation from each Non-Delaying Bank or related Purchaser in its outstanding Capital, as
applicable, in an amount that such Delaying Bank would otherwise be required to pay to such Non-Delaying Bank or related Purchaser pursuant
to clause (vi) of this Section 1.02(e).
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 recent Weekly Report or Daily Report has been submitted to the Administrative
Agent and the Purchaser Agents pursuant to Section 4.02(g), then the Receivable Interest in the Pool Receivables reflected
in such Monthly Report, Weekly Report or Daily Report that is the
highesthigher shall be used; provided, further
that, if such Weekly Report or Daily Report, as applicable,
recalculates all of the components (including the Net Receivables Pool Balance and reserve components in the calculation
of such Receivable Interest) necessary to determine such Receivable Interest as of the relevant calculation day for such report in a
manner consistent with the calculation thereof made in the most recently submitted Monthly Report and otherwise reasonably satisfactory
to the Administrative Agent, then the Receivable Interest in the Pool Receivables reflected in such Weekly
Report or Daily Report, as applicable, 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.
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.
7
(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 and for the Administrative
Agent, 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;
(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 Event of Termination identified as paragraph (g) 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 first 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.
8
(c) On
(x) the Settlement Day for a Receivable Interest in the Pool Receivables the Collection Agent shall deposit, as applicable, (i) with
the Administrative Agent for its own account, Collections held for the Administrative Agent that relate to any fees owed to the Administrative
Agent pursuant to the Scotia Capital Fee Agreement and any other accrued and unpaid amounts owed to the Administrative Agent by the Seller
hereunder pursuant to Section 1.04(b)(i), (ii) into each Purchaser Agent’s Account ratably according to the amount
then owed to each Investor or Bank, 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) with the Administrative Agent for transfer to each Purchaser Agent’s
Account ratably according to the amount then owed to each Investor or Bank, Collections held for the Investors or the Banks that relate
to such Receivable Interest in the Pool Receivables pursuant to Section 1.04(b)(iii); provided, that, in the event
any Bank is a Delaying Bank at the time of transfer of such Collections by the Administrative Agent to each Purchaser Agent’s Account
pursuant to this clause (iii), then such amounts shall be transferred by the Administrative Agent, first to the Purchaser Agent’s
Account of each Purchaser Agent whose Related Banks are each Non-Delaying Banks ratably according to the amount then owed to each Investor
or Bank related to each such Purchaser Agent, until the aggregate outstanding Capital of Receivable Interests in the Pool Receivables
held by each Bank plus, in the event such Bank has any related Purchasers, such Bank’s ratable share of the outstanding Capital
of Receivable Interests in the Pool Receivables held by such related Purchasers is equal to such Bank’s ratable share (based on
the applicable Bank’s Percentage) of the aggregate outstanding Capital of Receivable Interests in the Pool Receivables, and second
to each Purchaser Agent’s Account ratably according to the amount then owed to each Investor or Bank and (y) any Liquidation
Day that occurs at such time that there is a Delaying Bank, upon the request of the Purchaser Agents whose Related Banks are each Non-Delaying
Banks, the Collection Agent shall deposit with the Administrative Agent for transfer to the Purchaser Agent’s Account of each such
Purchaser Agent ratably according to the amount then owed to each Investor or Bank related to each such Purchaser Agent, Collections
held for the Investors or the Banks that relate to such Receivable Interest in the Pool Receivables pursuant to Section 1.04(b)(iii) in
an amount required for application in full under item “first” contained in the proviso at the end of Section 1.04(c)(x)(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 and unpaid 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 and unpaid Collection Agent Fees;
and
(ii) if
such distribution occurs on a Liquidation Day, first to the Collection Agent in payment in full of all accrued and unpaid Collection
Agent Fees 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 accrued and unpaid 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.
9
After the Capital and Yield
and accrued and unpaid 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.
(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, or any setoff or dispute
between the Originator and an Obligor due to a claim arising out of the same or any other transaction, 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 Responsible Officer of the Company becomes aware that the representation and warranty in paragraph (h) 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, at the request of the Administrative Agent or any Purchaser Agent,
separate and apart from its own funds and shall clearly mark its records to reflect such trust).
10
(h) With
respect to each Bank that is a Nonrenewing Bank that has not been replaced by another Bank pursuant to Section 1.13 (any
such Bank, a “Non-Extending Bank”), the Collection Agent shall implement the procedures set forth in this Section 1.04(h).
On each Business Day prior to such Non-Extending Bank’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:
(i) set
aside and hold in trust in the Collection Account, for the benefit of the Non-Extending Banks and their related Purchasers, if any, an
amount equal to all Yield and fee(s) 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
applicable Purchaser Agent (ratably according to accrued Yield and fees and other payments owed under the Fee Agreements) on the last
day of each Settlement Period for the Non-Extending Banks the amount of such accrued and unpaid fees and other payments owed under the
Fee Agreements and Yield;
(ii) pay
to each applicable Purchaser Agent for the account of each Non-Extending Bank, if any, related to such Purchaser Agent (ratably based
on the Bank Commitment of the Non-Extending Bank at such time), and, in the event such Non-Extending Bank has any related Purchasers,
for the account of such related Purchasers solely to the extent necessary to reduce any 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 any such Purchaser at such time, from such Collections remaining after application pursuant to clause (i) above, the amount of
such Bank Commitment of the Non-Extending Bank; provided that, solely for purposes of determining such Non-Extending Bank’s
ratable share of such Collections, such Bank Commitment shall be deemed to remain constant from the date such Bank becomes a Non-Extending
Bank until the date such Bank Commitment of the Non-Extending Bank has been paid in full; it being understood that if such day is also
a Termination Date or a day on which an Event of Termination has occurred, the Bank Commitment of the Non-Extending Bank shall be recalculated
at such time (taking into account amounts received by or on behalf of such Bank in respect of its Capital pursuant to this clause (ii)),
and thereafter Collections shall be set aside for payment to all Investors (ratably according to the Bank Commitment of such Non-Extending
Bank) 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.
(i) Within
one Business Day after the end of each Fixed Period, each Purchaser Agent shall furnish the Seller with an invoice setting forth the
amount of the accrued and unpaid Yield and fees for such Fixed Period with respect to the Receivable Interests held by such Purchaser
Agent’s related Investors.
11
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 aggregate
Capital of each Receivable Interest owned by each Investor or Bank on the last day of each calendar month, 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 aggregate Capital 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.
(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 the Administrative Agent and 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 which has a related Purchaser shall calculate, on behalf of such
related Purchaser, 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 the 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 Administrative Agent, 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 Administrative Agent’s Account or the applicable Purchaser
Agent’s Account, as applicable.
(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.
12
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 related liquidity or credit enhancement to a Purchaser
or any of their respective Affiliates (each, an “Affected Person”) reasonably determines that compliance with any
applicable law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having
the force of law), including, without limitation, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests,
rules, guidelines or directives thereunder or issued in connection therewith, regardless of the date enacted, adopted or issued, and
(y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on
Banking Supervision (or any successor or similar authority), the Office of the Superintendent of Financial Institutions (or any successor
or similar authority) or United States regulatory authorities, in each case pursuant to Basel III, regardless of the date enacted, adopted
or issued:
(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 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 Adjusted Term
SOFR (or, if applicable, the relevant Benchmark Replacement);
(b) then,
upon demand by such Affected Person (with a copy to the related Purchaser Agent), subject to clause (f) of this Section 1.08,
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.
13
(c) In
the event that any change in any requirement of applicable law or in the interpretation or application to an Affected Person of a requirement
of applicable 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, including, without limitation, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all
requests, rules, guidelines or directives thereunder or issued in connection therewith, regardless of the date enacted, adopted or issued,
and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee
on Banking Supervision (or any successor or similar authority), the Office of the Superintendent of Financial Institutions (or any successor
or similar authority) or United States regulatory authorities, in each case pursuant to Basel III, regardless of the date enacted, adopted
or issued:
(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 Adjusted Term SOFR (or, if applicable, the relevant Benchmark Replacement) hereunder,
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, subject to clause (f) of this Section 1.08,
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 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).
14
(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.
(f) Notwithstanding
any other provision herein, no Affected Person shall demand compensation pursuant to this Section 1.08 if it shall not at the time
be the general policy or practice of such Affected Person to demand such compensation in similar circumstances under comparable provisions
of other similar agreements, including, but not limited to, secured credit agreements collateralized by receivables and receivables purchase
agreements, if any (and such Affected Person so certifies to the Seller).
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, (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 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, 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:
(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;
15
(c) each
Collection Account, 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 Investor (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 Investor 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.
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 15 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”) and, if specified in such notice, such repurchase may be conditioned upon the effectiveness
of one or more other transactions specified in such notice (in which case, such notice may be revoked by the Seller if any of those transactions
is not to become effective by providing written notice to the Purchaser Agents to such effect not less than three Business Days
prior to the Repurchase Date). On the Repurchase Date, the Seller shall transfer to each Purchaser Agent’s 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 and documented attorneys’ fees and disbursements for a single firm of primary counsel). 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.
16
SECTION 1.13. Extension;
Additional Purchasers; Increased Commitments.
(a) Extension
of Term. The Seller may, at any time during the period which is no more than 45 days or less than 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 Bank shall have an obligation to extend the Commitment
Termination Date at any time, and (ii) any such extension with respect to any Bank shall be effective only upon the written agreement
of such Bank and the related Purchaser Agent, the Administrative Agent, the Seller and the Collection Agent. Each Bank will respond to
any such request no later than the 15th day prior to the Commitment Termination Date (the “Response Deadline”),
provided that a failure by any Bank 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 Bank’s failure to agree to any
such extension (each such Bank being a “Nonrenewing Bank”) if, on or prior to such date, such Nonrenewing Bank is
replaced by another Bank which has a Bank Commitment equal to such Nonrenewing Bank.
(b) The
Seller may, with the written consent of the Administrative Agent and each Purchaser Agent, which consent may be granted or withheld in
their sole discretion, add additional persons as Banks, Purchasers and Purchaser Agents or cause an existing Bank to increase its Bank
Commitment in connection with a corresponding increase in the Purchase Limit; provided, that the Bank Commitment of any Bank may
only be increased with the prior written consent of such Bank, its related Purchaser Agent and, if such Bank has any related Purchasers,
such related Purchasers. Each new Bank, Purchaser and Purchaser Agent shall become a party hereto, by executing and delivering to the
Administrative Agent, each Purchaser Agent and the Seller, an assumption agreement pursuant to which such Bank, Purchaser and/or Purchaser
Agent shall agree to become bound by the terms of this Agreement as a Bank, Purchaser or Purchaser Agent, as applicable.
17
SECTION 1.14. Defaulting
Banks; Delaying Banks
(a) If
any Bank (i) delivers a Delaying Certificate (that is not revoked), (ii) elects to provide Delayed Funds pursuant to Section 1.02(e) or
(iii) shall become a Defaulting Bank hereunder, the Seller, upon providing written notice to the related Purchaser Agent and the
Administrative Agent, shall have the right to (x) terminate the interests, rights and obligations of such Bank and its related Purchaser
and Purchaser Agent, provided the Seller pays such Bank and its related Purchaser (if any) and Purchaser Agent all amounts payable
in respect of Capital, accrued Yield and fees and other amounts owing to such Bank, its related Purchaser (if any) and Purchaser Agent
under or in connection with this Agreement and the other Transaction Documents, or (y) require such Bank and its related Purchaser
to sell and assign in accordance with Section 7.03 of this Agreement, all, but not less than all, of (A) such Bank’s
Bank Commitments, without recourse, and (B) all of its respective interests, rights, and obligations under this Agreement to any
Eligible Assignee(s); provided, however, that (a) such assignment shall not conflict with any statute, law, rule,
regulation, order or decree of any governmental authority, (b) the assigning Bank and Purchaser shall have received from such Eligible
Assignee(s) full payment in immediately available funds of all amounts payable to it in respect of Capital, accrued Yield and fees
(except for the portion of any fees not otherwise payable to such Bank or Purchaser pursuant to this Section 1.14 or its applicable
Fee Agreement), and other amounts owing to it under or in connection with this Agreement and the other Transaction Documents, (c) such
assignment shall be without representation or warranty (except to the extent set forth in the related Assignment and Acceptance) by the
assigning Bank and Purchaser and shall be at the sole expense of such assigning Bank, and (d) the assigning Bank and Purchaser shall
continue to have the benefit of all indemnities and other agreements under this Agreement which survive the termination of this Agreement.
No such assignment shall constitute a waiver or release of any claim of any party hereunder against such assigning Bank arising from
such Bank having become a Defaulting Bank.
(b) If
a Bank has elected to provide Delayed Funds, (a) no Program Fee (as defined in the Fee Agreements) shall be payable to it with respect
to such Delayed Funds unless and until such Delayed Funds (or the applicable Delayed Funding Amount, if less) are funded by it and (b) no
Commitment Fee (as defined in the Fee Agreements) shall be payable to it on that portion of its undrawn Bank Commitment equal to the
amount of its Delayed Funds.
(c) If
a Bank becomes a Defaulting Bank hereunder, any amount payable by the Seller for the account of such Defaulting Bank or its related Purchaser
under this Agreement (whether on account of Capital, Yield, indemnity payments or other amounts) shall not be paid or distributed to
such Defaulting Bank or Purchaser but shall, so long as such Bank is a Defaulting Bank, instead be applied to the fullest extent permitted
by law, to the making of payments from time to time in the following order of priority: first, ratably to the payment to each Non-Delaying
Bank or its related Purchaser, as applicable, in respect of any Delayed Funds (or the applicable Delayed Funding Amount, if less) of
such Defaulting Bank funded by such Non-Delaying Bank or related Purchaser and not reimbursed by such Defaulting Bank on the applicable
Delayed Funding Date with respect thereto; second, to be held by the Administrative Agent as cash collateral with respect to any Delayed
Funds of such Defaulting Bank funded by such Non-Delaying Bank or related Purchaser for which the Delayed Funding Date has not yet then
occurred, to be used to pay each such Non-Delaying Bank or its related Purchaser, as applicable, on such Delayed Funding Date in respect
of such Delayed Funds funded by such Non-Delaying Bank or related Purchaser; and third to pay any amounts then owing to such Defaulting
Bank and its related Purchaser hereunder.
18
SECTION 1.15. Benchmark
Replacement Setting
(a) Benchmark
Replacement. Notwithstanding anything to the contrary herein or in any other Transaction Document, if a Benchmark Transition
Event and its related Benchmark Replacement Date have occurred prior to any setting of the then-current Benchmark, then (x) if a
Benchmark Replacement is determined in accordance with clause (a) of the definition of “Benchmark Replacement” for such
Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Transaction
Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent
of any other party to, this Agreement or any other Transaction Document and (y) if a Benchmark Replacement is determined in accordance
with clause (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement
will replace such Benchmark for all purposes hereunder and under any other Transaction Document in respect of any Benchmark setting at
or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement
is provided to the Purchaser Agents without any amendment to, or further action or consent of any other party to, this Agreement or any
other Transaction Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark
Replacement from Purchaser Agents comprising the Required Purchaser Agents. If the Benchmark Replacement is Daily Simple SOFR, all Yield
payments will be payable on a monthly basis.
(b) Benchmark
Replacement Conforming Changes. In connection with the use, administration, adoption or implementation of a Benchmark Replacement,
the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary
herein or in any other Transaction Document, any amendments implementing such Conforming Changes will become effective without any further
action or consent of any other party to this Agreement or any other Transaction Document.
(c) Notices;
Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Seller and the Purchaser Agents
of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Conforming Changes in connection with
the use, administration, adoption or implementation of a Benchmark Replacement. Any determination, decision or election that may be made
by the Administrative Agent or, if applicable, any Purchaser Agent (or group of Purchaser Agents) pursuant to this Section, including
any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date
and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and
may be made in its or their sole discretion and without consent from any other party hereto or to any other Transaction Document, except,
in each case, as expressly required pursuant to this Section.
19
(d) Unavailability
of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Transaction Document, at any time (including
in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including the
Term SOFR Reference Rate) and either (A) the relevant tenor for such Benchmark is not displayed on a screen or other information
service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the
administrator of such Benchmark or the regulatory supervisor for the administrator of such Benchmark has provided a public statement
or publication of information announcing that the relevant tenor for such Benchmark is not or will not be representative or in compliance
with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks, then the Administrative
Agent may modify any applicable definitions (including one or more of the definitions of “Assignee Rate”, “Fixed Period”
and “Term SOFR” (or any similar or analogous definition)) for any Benchmark settings at or after such time to remove such
unavailable, non-representative, non-compliant or non-aligned tenor and (ii) if a tenor that was removed pursuant to clause (i) above
either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is
not, or is no longer, subject to an announcement that it is not or will not be representative or in compliance with or aligned with the
International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks for a Benchmark (including a Benchmark
Replacement), then the Administrative Agent may modify any of such earlier modified definitions (or any similar or analogous definition)
for all Benchmark settings at or after such time to reinstate such previously removed tenor.
(e) Benchmark
Unavailability Period. Upon the Seller’s receipt of notice of the commencement of a Benchmark Unavailability Period, the
Seller may revoke any pending Purchase Request. During a Benchmark Unavailability Period or at any time that the relevant tenor for the
then-current Benchmark is not available, the then-current Benchmark shall not be utilized in determining the Assignee Rate as provided
in such definition.
(f) Administrative
Agent Disclaimer. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability
with respect to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Term
SOFR Reference Rate, Adjusted Term SOFR or Term SOFR, or any component definition thereof
or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement),
including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark
Replacement) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Term
SOFR Reference Rate, Adjusted Term SOFR, Term SOFR
or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition
of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect
the calculation of the Term SOFR Reference Rate, Term SOFR, Adjusted Term SOFR, any
alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in
a manner adverse to the Seller. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain
the Term SOFR Reference Rate, Term SOFR, Adjusted Term SOFR or any other Benchmark,
or any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement,
and shall have no liability to the Seller, any Purchaser, any Bank, any Purchaser Agent or any other person or entity for damages of
any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in
tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided
by any such information source or service.
20
(g) Definitions.
“Adjusted
Term SOFR” means, for purposes of any calculation, the rate per annum equal to (a) Term SOFR for such
calculation plus (b) the Term SOFR Adjustment.
“Available Tenor”
means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (x) if such Benchmark is a
term rate, any tenor for such Benchmark that is or may be used for determining the length of a Fixed Period or (y) otherwise, any
payment period for Yield calculated with reference to such Benchmark, as applicable, pursuant to this Agreement as of such date.
“Benchmark”
means, initially, the Term SOFR Reference Rate; provided that if a Benchmark Transition Event has occurred with respect to the
Term SOFR Reference Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the
extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 1.15(a).
“Benchmark
Replacement” means with respect to any Benchmark Transition Event, the first alternative set forth in the order below
that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date:
(a) the
sum of: (i) Daily Simple SOFR and (ii) 0.10%; or
(b) the sum of: (i) the
alternate benchmark rate that has been selected by the Administrative Agent and the Seller giving due consideration to (A) any selection
or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (B) any
evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Benchmark for U.S.
dollar-denominated syndicated credit facilities and (ii) the related Benchmark Replacement Adjustment.
If the Benchmark Replacement as determined pursuant
to clause (a) or (b) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes
of this Agreement and the other Transaction Documents.
“Benchmark
Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark
Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative
value or zero) that has been selected by the Administrative Agent and the Seller giving due consideration to (a) any selection or
recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark
with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing market
convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement
of such Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated syndicated credit facilities.
21
“Benchmark Replacement
Date” means the earlier to occur of the following events with respect to the then-current Benchmark:
(a) in the case of clause (a) or (b) of
the definition of “Benchmark Transition Event”, the later of (i) the date
of the public statement or publication of information referenced therein and (ii) the
date on which the administrator of such Benchmark (or the published component used in the
calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of
such Benchmark (or such component thereof); or
(b) in the case of clause (c) of the
definition of “Benchmark Transition Event”, the first date on which such Benchmark
(or the published component used in the calculation thereof) has been determined and announced
by or on behalf of the administrator of such Benchmark (or such component thereof) or the
regulatory supervisor for the administrator of such Benchmark (or such component thereof)
to be non-representative or non-compliant with or non-aligned with the International Organization
of Securities Commissions (IOSCO) Principles for Financial Benchmarks; provided that
such non-representativeness, non-compliance or non-alignment will be determined by reference
to the most recent statement or publication referenced in such clause (c) and even if
any Available Tenor of such Benchmark (or such component thereof) continues to be provided
on such date.
For the avoidance of doubt, the “Benchmark
Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect to any Benchmark upon
the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark
(or the published component used in the calculation thereof).
“Benchmark
Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:
(a) a
public statement or publication of information by or on behalf of the administrator of such
Benchmark (or the published component used in the calculation thereof) announcing
that such administrator has ceased or will cease to provide all Available Tenors of such
Benchmark (or such component thereof), permanently or indefinitely; provided that,
at the time of such statement or publication, there is no successor administrator that will
continue to provide any Available Tenor of such Benchmark (or such component thereof);
(b) a
public statement or publication of information by the regulatory supervisor for the administrator
of such Benchmark (or the published component used in the calculation thereof), the Federal
Reserve Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction
over the administrator for such Benchmark (or such component), a resolution authority with
jurisdiction over the administrator for such Benchmark (or such component) or a court or
an entity with similar insolvency or resolution authority over the administrator for such
Benchmark (or such component), which states that the administrator of such Benchmark (or
such component) has ceased or will cease to provide all Available Tenors of such Benchmark
(or such component thereof) permanently or indefinitely; provided that, at the time
of such statement or publication, there is no successor administrator that will continue
to provide any Available Tenor of such Benchmark (or such component thereof); or
22
(c) a public statement or publication of
information by or on behalf of the administrator of such Benchmark (or the published component
used in the calculation thereof) or the regulatory supervisor for the administrator of such
Benchmark (or such component thereof) announcing that all Available Tenors of such Benchmark
(or such component thereof) are not, or as of a specified future date will not be, representative
or in compliance with or aligned with the International Organization of Securities Commissions
(IOSCO) Principles for Financial Benchmarks.
For the avoidance of doubt, a “Benchmark
Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information
set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in
the calculation thereof).
“Benchmark
Unavailability Period” means, the period (if any) (a) beginning at the time that a Benchmark Replacement Date has
occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any
other Transaction Document in accordance with Section 1.15 and (b) ending at the time that a Benchmark Replacement has
replaced the then-current Benchmark for all purposes hereunder and under any other Transaction Document in accordance with Section 1.15.
“Conforming
Changes” means, with respect to either the use or administration of Term SOFR, Adjusted
Term SOFR or Term SOFR Adjustment, or the use, administration, adoption or implementation of any Benchmark Replacement
or Benchmark Replacement Adjustment, any technical, administrative or operational changes (including changes to the definition of “Assignee
Rate,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the
definition of “Fixed Period,” timing and frequency of determining rates and making payments of Yield and other technical,
administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation
of any such rate or to permit the use and administration thereof by the Administrative Agent in a manner substantially consistent with
market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively
feasible or if the Administrative Agent determines that no market practice for the administration of any such rate exists, in such other
manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement
and the other Transaction Documents).
“Daily Simple SOFR”
means, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established by the Administrative
Agent in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining “Daily
Simple SOFR” for syndicated business loans; provided, that if the Administrative Agent decides that any such convention is not
administratively feasible for the Administrative Agent, then the Administrative Agent may establish another convention in its reasonable
discretion.
“Federal Reserve Board”
means the Board of Governors of the Federal Reserve System of the United States.
23
“Floor”
means 0.00% (zero percent).
“Periodic Term SOFR
Determination Day” has the meaning specified in the definition of “Term SOFR”.
“Relevant Governmental
Body” means the Federal Reserve Board or the Federal Reserve Bank of New York, or a committee officially endorsed or convened
by the Federal Reserve Board or the Federal Reserve Bank of New York, or any successor thereto.
“SOFR” means
a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.
“SOFR Administrator”
means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).
“Term SOFR”
means:
(a) for any Fixed Period
other than any Fixed Period for any Receivable Interest in the Pool Receivables held by Truist, PNC, TD or Regions (in their respective
capacities as a Bank), an interest rate per annum equal to the Term SOFR Reference Rate for a tenor of one month on the day (such day,
the “Periodic Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to
the first day of such Fixed Period, as such rate is published by the Term SOFR Administrator; provided, however, that if
as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for such tenor has
not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not
occurred, then, for purposes of this clause (a), Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term
SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor
was published by the Term SOFR Administrator; and
(b) for any Fixed Period
for any Receivable Interest in the Pool Receivables held by Truist, PNC, TD or Regions (in their respective capacities as a Bank), on
any date of determination during such Fixed Period, an interest rate per annum equal to the Term SOFR Reference Rate for a tenor of one
month on such date or, if such date is not a U.S. Government Securities Business Day, on the U.S. Government Securities Business Day
immediately preceding such date, as such rate is published by the Term SOFR Administrator; provided, however, that if as
of 5:00 p.m. (New York City time) on such U.S. Government Securities Business Day the Term SOFR Reference Rate for such tenor has
not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not
occurred, then, for purposes of this clause (b), Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term
SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor
was published by the Term SOFR Administrator;
provided,
further, that if Term SOFR determined as provided above (including pursuant to the proviso under clause (a) or clause (b) above)
shall ever be less than the Floor, then Term SOFR shall be deemed to be the Floor.
24
Term SOFR shall be determined on each day during
any Fixed Period pursuant to clause (b) above. Any change in Term SOFR determined pursuant to clause (b) above due to a change
in the Term SOFR Reference Rate shall be effective from and including the date of such change without further notice.
“Term
SOFR Adjustment” means a percentage equal to 0.10% per annum.
“Term SOFR Administrator”
means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the
Administrative Agent in its reasonable discretion).
“Term SOFR Reference
Rate” means the forward-looking term rate based on SOFR.
“Unadjusted Benchmark
Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.
“U.S. Government
Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities
Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for
purposes of trading in United States government securities.
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 Required Purchaser Agents (or, in the case of Events of
Termination described in paragraphs (b), (f) and (i) of Exhibit V, the Administrative Agent or the Required Purchaser
Agents) 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 paragraph (g) of Exhibit V,
the Facility Termination Date and the Commitment Termination Date shall occur; provided, further, that if an Event of Termination
described in paragraph (n) of Exhibit V shall occur (or if the Seller or any Purchaser Agent believes that any such
Event of Termination is reasonably likely to occur) and the Seller cannot otherwise remedy the circumstance which gives rise to the Event
of Termination in a manner reasonably satisfactory to the Seller, the Administrative Agent and the Purchaser Agents, then the Administrative
Agent and the Purchaser Agents may, in their sole and absolute discretion, negotiate in good faith to restructure the terms of the transactions
contemplated by this Agreement in such a manner as may be required so that, in the reasonable determination of the Seller, the Administrative
Agent and each of the Purchaser Agents, the transactions contemplated by this Agreement, as restructured, would not result in an Event
of Termination described in paragraph (n) of Exhibit V. 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. Any Event of Termination may be waived in writing by the Required
Purchaser Agents other than (i) the Events of Termination described in paragraphs (b), (f) and (i) of Exhibit V,
which shall require the waiver in writing of the Required Purchaser Agents and the Administrative Agent and (ii) the Event of Termination
described in paragraph (g) of Exhibit V, which cannot be waived.
25
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 and documented attorneys’
fees of one firm of primary counsel for the Indemnified Parties; provided, that in the event a Purchaser Agent and its Related
Bank(s) notifies the Seller that it reasonably believes a conflict may arise between the positions of the Indemnified Parties in
connection with any such claims, damages, costs, expenses, losses or liabilities, reasonable and documented attorneys’ fees for
separate counsel for such Purchaser Agent shall be included) (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 Excluded Taxes. 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;
26
(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 the Originator 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 (other than any Adverse Claim arising
under or permitted by any Transaction Document);
(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, in each case
to the extent required hereunder;
(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 (including, without limitation, any funds received with respect to any Excluded Receivable) or the failure
of Collections to be deposited into the Controlled Account;
27
(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;
(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; or
(xiii) the
inclusion as a Pool Receivable in any Periodic Report or other written statement made by or on behalf of the Seller of any receivable
which is an Excluded Receivable as of the date of such Periodic Report or other statement.
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 of the next sentence, 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 that has not been waived in accordance with Section 2.02 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.
28
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.
(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) that evidence or relate to Pool Receivables.
(e) The
Collection Agent shall, as soon as practicable following receipt, turn over to the Seller any cash collections or other cash proceeds
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 15th 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.
At any time the Originator has an ; provided that contra
account reporting will only be required in such Monthly Report if the Originator’s issuer rating equal
to or lower than (i)is downgraded below BB- (or the
equivalent) from Standard & Poor’s or (ii) Ba3 (or the equivalent)
from Moody’s, 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. During the continuation
of any Daily Report Trigger Event, within five Business Days following a request by the Administrative Agent or the Required Purchaser
Agents, the Collection Agent shall prepare and forward to the Administrative Agent and each Purchaser Agent on each Business Day a Daily
Report as of the Business Day immediately preceding such date of delivery; 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.
29
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 that has not been waived in accordance
with Section 2.02 to deliver (i) to the Controlled Account Bank the Notice of Effectiveness provided for in the Controlled
Account Agreement and (ii) to any Collection Account Bank the Notice of Effectiveness provided in any Collection Account Agreement
with such Collection Account Bank. The Seller hereby transfers to the Administrative Agent the exclusive control of the Controlled Account
and each Collection 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 and each Collection Account to the Administrative Agent. All amounts in the Controlled
Account that represent Collections of Receivables may, in accordance with this Agreement, be deposited with the Administrative Agent
for transfer 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 that has not been waived in accordance with Section 2.02:
(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.
30
(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 as the Administrative Agent
deems reasonably necessary or desirable to perfect and to maintain the perfection and priority of the interest of the Administrative
Agent, on behalf of the Purchaser Agents, Investors 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 reasonably deems necessary or desirable to perfect and to maintain the perfection and priority of the interests
of the Investors 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 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 reasonable and documented 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).
(b) The
Seller and the Originator 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, the 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 Originator thereunder.
(c) In
the event of any conflict between the provisions of this Article IV 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 the Originator 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 Originator 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
31
(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.
(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
reasonably 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.
SECTION 4.06. Covenants
of the Collection Agent and the Seller.
(a) Audits.
The Collection Agent and the Seller will, and will require that the Originator will, from time to time during regular business hours
as may be reasonably 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 Originator;
(ii) upon
reasonable prior notice, 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 Originator relating to Pool
Receivables and the Related Security, including, without limitation, the Contracts; and
32
(iii) upon
reasonable prior notice, to visit the offices and properties of the Collection Agent, the Seller or the Originator 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
Originator 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 12 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 12 months), 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 collectability of any Pool Receivable or the enforceability of any related Contract or materially
adversely affect the ability of United Rentals (if it is acting as Collection Agent) to perform its obligations under this Agreement.
(c) Payment
of Sales Taxes. The Collection Agent will, and will require in its agreement with the Originator that the Originator will, pay all
sales, excise or other taxes with respect to the Receivables to the applicable taxing authority when due (except where the failure to
pay such sales, excise or other taxes would not reasonably be expected to have a Material Adverse Effect on the Seller or create any
material liability against the Administrative Agent, any Purchaser Agent or any Investor), and will, upon the reasonable 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 Business Day of the earlier
of receipt by the Collection Agent or the Originator of notice of such termination and the effectiveness of such termination.
(e) Compliance
with Laws, Etc.
(i) The
Collection Agent shall comply, and shall cause each of its Subsidiaries to comply, in all material respects with all applicable laws,
rules, regulations and orders except to the extent that the failure so to comply with such laws, rules and regulations would not
materially adversely affect the collectability of the Receivables Pool, taken as a whole, or the ability of the Collection Agent to perform
its obligations under the Transaction Documents.
33
(ii) The
Collection Agent will not, directly or indirectly, use any Collections, or lend, contribute or otherwise make available such proceeds
to any subsidiary, joint venture partner or other Person, in any manner that would result in a violation of Sanctions Laws by any Person
(including any Investor).
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 and documented attorneys’ fees for a single firm of primary
counsel; provided, that in the event a Purchaser Agent and its Related Bank(s) notifies the Seller that it reasonably believes
a conflict may arise between the positions of the Special Indemnified Parties in connection with any such claims, damages, costs, expenses,
losses or liabilities, reasonable and documented attorneys’ fees for separate counsel for such Purchaser Agent shall be included)
(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 Originator 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;
34
(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 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,
in each case under clauses (2) or (3) where such contravention would reasonably be expected to have a material adverse effect
on the collectability of any Pool Receivable or on the performance by the Collection Agent of its obligations 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 already 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 Periodic 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 promptly
upon discovery of any clerical error or omission within the same calendar month) 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.
35
(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.
(g) The
Collection Agent and each Subsidiary of the Collection Agent is not, nor, to the best of the Collection Agent’s knowledge, are
any of them owned or controlled by Persons that are: (i) the target of any sanctions under any Sanctions Laws, or (ii) located,
organized or resident in a country or territory that is, or whose government is, the subject of sanctions administered or enforced by
the government of the United States or Canada under any Sanctions Law.
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 Administrative 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 (unless the terms of the applicable Transaction Document require the Collection Agent or such Affiliate to 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 Originator 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;
(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 Originator or the Collection Agent or to inspect the property (including the books and records)
of the Seller or the Collection Agent;
36
(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. Scotia
Capital and Affiliates.
With respect to any Receivable
Interest or interest therein owned by it, Scotia Capital 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. Scotia Capital and any of its Affiliates may generally engage in any kind
of business with the Seller, the Collection Agent, the 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 Originator or any Obligor or any of their respective Affiliates,
all as if Scotia Capital 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.
37
SECTION 5.06. Erroneous
Payments
(a) If
the Administrative Agent notifies an Investor, Bank or Purchaser Agent, or any Person who has received funds on behalf of an Investor,
Bank or Purchaser Agent (any such Investor, Bank, Purchaser Agent or other recipient, a “Payment Recipient”) that the
Administrative Agent has determined in its sole discretion (whether or not after receipt of any notice under immediately succeeding clause
(b)) that any funds received by such Payment Recipient from the Administrative Agent or any of its Affiliates were erroneously transmitted
to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Investor, Bank, Purchaser
Agent or other Payment Recipient on its behalf) (any such funds, whether received as a payment, prepayment, repayment, distribution or
deposit on account of Capital, Yield, indemnity payments, Collections that relate to Receivable Interests in the Pool Receivables pursuant
to Section 1.04 or otherwise, individually and collectively, an “Erroneous Payment”) and demands the return
of such Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times remain the property of the Administrative
Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of the Administrative Agent, and such Investor,
Bank or Purchaser Agent shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment
Recipient to) promptly, but in no event later than two Business Days thereafter, return to the Administrative Agent the amount of any
such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together
with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such
Payment Recipient to the date such amount is repaid to the Administrative Agent in same day funds at the greater of the Federal Funds
Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time
to time in effect. A notice of the Administrative Agent to any Payment Recipient under this clause (a) shall be conclusive,
absent manifest error.
(b) Without
limiting immediately preceding clause (a), each Investor, Bank or Purchaser Agent, or any Person who has received funds on behalf
of an Investor, Bank or Purchaser Agent, hereby further agrees that if it receives a payment, prepayment, repayment, distribution or deposit
(whether received as a payment, prepayment, repayment, distribution or deposit on account of Capital, Yield, indemnity payments, Collections
that relate to Receivable Interests in the Pool Receivables pursuant to Section 1.04 or otherwise) from the Administrative
Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified in a notice,
report or other communication sent by the Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment, repayment,
distribution or deposit, (y) that was not preceded or accompanied by a notice, report or other communication sent by the Administrative
Agent (or any of its Affiliates), or (z) that such Investor, Bank or Purchaser Agent, or other such recipient, otherwise becomes
aware was transmitted, or received, in error or by mistake (in whole or in part) in each case:
(i) (A) in
the case of immediately preceding clauses (x) or (y), an error shall be presumed to have been made (absent written
confirmation from the Administrative Agent to the contrary) or (B) an error has been made (in the case of immediately preceding clause
(z)), in each case, with respect to such payment, prepayment, repayment, distribution or deposit; and
38
(ii) such
Investor, Bank or Purchaser Agent shall (and shall cause any other recipient that receives funds on its respective behalf to) promptly
(and, in all events, within one Business Day of its knowledge of such error) notify the Administrative Agent of its receipt of such payment,
prepayment, repayment, distribution or deposit, the details thereof (in reasonable detail) and that it is so notifying the Administrative
Agent pursuant to this Section 5.06(b).
(c) Each
Investor, Bank or Purchaser Agent hereby authorizes the Administrative Agent to set off, net and apply any and all amounts at any time
owing to such Investor, Bank or Purchaser Agent under any Transaction Document, or otherwise payable, distributable or for deposit by
the Administrative Agent to such Investor, Bank or Purchaser Agent from any source, against any amount due to the Administrative Agent
under immediately preceding clause (a) or under the indemnification provisions of this Agreement.
(d) In
the event that an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for any reason, after demand therefor
by the Administrative Agent in accordance with immediately preceding clause (a), from any Investor, Bank or Purchaser Agent that
has received such Erroneous Payment (or portion thereof) (and/or from any Payment Recipient who received such Erroneous Payment (or portion
thereof) on its respective behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon the Administrative
Agent’s notice to such Investor, Bank or Purchaser Agent at any time, (i) such Investor, Bank or Purchaser Agent shall be deemed
to have assigned (or, in the case of a Purchaser Agent, shall be deemed to have caused its Related Bank(s) and/or related Purchaser(s) to
have assigned (and the Related Bank(s) and related Purchaser(s) of each Purchaser Agent hereby agree to any such deemed assignment
pursuant to the terms of this Section 5.06(d)) Receivable Interests in the Pool Receivables or interests therein owned by
such Investor, Bank, Related(s) and/or related Purchaser(s) (but not its Bank Commitment, if any) in an aggregate amount equal
to the Erroneous Payment Return Deficiency (or such lesser amount as the Administrative Agent may specify) (such assignment of Receivable
Interests in the Pool Receivables or interests therein owned by such Investor, Bank or Related Bank(s) and/or related Purchaser(s) of
a Purchaser Agent, as the case may be, (but not its Bank Commitment, if any), the “Erroneous Payment Deficiency Assignment”)
plus any accrued and unpaid Yield, and is hereby (together with the Seller) deemed to execute and deliver an assignment agreement with
respect to such Erroneous Payment Deficiency Assignment, (ii) the Administrative Agent as the assignee of such Investor, Bank, Related
Bank(s) and/or related Purchaser(s) shall be deemed to acquire the Erroneous Payment Deficiency Assignment, and (iii) upon
such deemed acquisition, the Administrative Agent as the assignee Bank or Investor shall become an Investor or Bank, as applicable, hereunder
with respect to such Erroneous Payment Deficiency Assignment and the assigning Investor, Bank, Related Bank(s) or related Purchaser(s) shall
cease to be an Investor or Bank, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding, for
the avoidance of doubt, its obligations under the indemnification provisions of this Agreement and any applicable Bank Commitment which
shall survive as to such assigning Investor or Bank. The Administrative Agent may, in its discretion, sell any Receivable Interests (or
portion thereof) acquired pursuant to an Erroneous Payment Deficiency Assignment and upon receipt of the proceeds of such sale, the Erroneous
Payment Return Deficiency owing by the applicable Investor, Bank or Purchaser Agent shall be reduced by the net proceeds of the sale of
such Receivable Interests (or portion thereof), and the Administrative Agent shall retain all other rights, remedies and claims against
such Investor, Bank or Purchaser Agent (and/or against any recipient that receives funds on its respective behalf). For the avoidance
of doubt, no Erroneous Payment Deficiency Assignment will reduce the Bank Commitment of any Bank and such Bank Commitment shall remain
available in accordance with the terms of this Agreement. In addition, each party hereto agrees that, except to the extent that the Administrative
Agent has sold any Receivable Interests (or portion thereof) acquired pursuant to an Erroneous Payment Deficiency Assignment, and irrespective
of whether the Administrative Agent may be equitably subrogated, the Administrative Agent shall be contractually subrogated to all the
rights and interests of the applicable Investor, Bank or Purchaser Agent under the Transaction Documents with respect to each Erroneous
Payment Return Deficiency.
39
(e) The
parties hereto agree that an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Capital, Yield or other
obligations owed by the Seller or any other party, except, in each case, to the extent such Erroneous Payment is, and solely with respect
to the amount of such Erroneous Payment that is, comprised of funds received by the Administrative Agent from the Seller or any other
party for the purpose of making such Erroneous Payment.
(f) To
the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives,
and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim
by the Administrative Agent for the return of any Erroneous Payment received, including without limitation waiver of any defense based
on “discharge for value” or any similar doctrine
(g) Each
party’s obligations, agreements and waivers under this Section 5.06 shall survive the resignation or replacement of
the Administrative Agent, any transfer of rights or obligations by, or the replacement of, an Investor, Bank or Purchaser Agent, the termination
of any Bank Commitments and/or the termination of this Agreement.
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 or Incipient 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 or Incipient Event of Termination has occurred hereunder and describing such Event
of Termination or Incipient 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 related Purchasers, if any, and
its Related Banks. In the event that any Purchaser Agent receives such a notice, it shall promptly give notice thereof to the Administrative
Agent and the other Purchaser Agents whereupon each such Purchaser Agent shall promptly give notice thereof to its related Purchasers,
if any, and its Related Banks. Subject to the waiver provisions set forth in Section 2.02, the Administrative 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 or Banks), 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, Banks and Purchaser Agents.
40
ARTICLE VI
THE PUrchaser
AGENTS
SECTION 6.01. Authorization.
(a) Liberty,
Scotia Capital, and each Bank or other Person that has entered into an Assignment and Acceptance and has agreed in such Assignment and
Acceptance that Scotia Capital shall act as its Purchaser Agent, 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.
(b) PNC,
and each Bank or other Person that has entered into an Assignment and Acceptance and has agreed in such Assignment and Acceptance that
PNC shall act as its Purchaser Agent, has appointed PNC 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.
(c) Gotham,
MUFG, and each Bank or other Person that has entered into an Assignment and Acceptance and has agreed in such Assignment and Acceptance
that MUFG shall act as its Purchaser Agent, has appointed MUFG 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.
(d) Truist
and each Bank or other Person that has entered into an Assignment and Acceptance and has agreed in such Assignment and Acceptance that
Truist shall act as its Purchaser Agent, has appointed Truist 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.
(e) GTA,
Reliant, TD and each Bank or other Person that has entered into an Assignment and Acceptance and has agreed in such Assignment and Acceptance
that TD shall act as its Purchaser Agent, has appointed TD 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.
(f) Regions
and each Bank or other Person that has entered into an Assignment and Acceptance and has agreed in such Assignment and Acceptance that
Regions shall act as its Purchaser Agent, has appointed Regions 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.
41
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.
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, the Originator, the Banks or the Collection Agent or to inspect
the property (including the books and records) of the Seller, the 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 Receivable
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, the 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, the Originator
or any Obligor or any of their respective Affiliates, all as if such Purchaser Agent were not 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.
42
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.
Subject to Section 1.15
and the waiver provisions set forth in Section 2.02, 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, for itself and, as applicable, as agent for its related Purchasers, 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.
43
SECTION 7.02. Notices,
Etc.
All notices, demands, consents,
requests, reports 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 or return electronic transmission) 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 Seller:
UNITED RENTALS RECEIVABLES LLC II
100 First Stamford Place
Suite 700
Stamford, CT 06902
Attention: Treasurer or Assistant Treasurer
Tel. No.: (203) 618-7202
Facsimile No.: (203) 622-8794
If to the Collection Agent:
UNITED RENTALS, INC.
100 First Stamford Place
Suite 700
Stamford, CT 06902
Attention: Treasurer or Assistant Treasurer
Tel. No.: (203) 618-7202
Facsimile No.: (203) 622-8794
If to the Liberty Purchaser
Agent or the Administrative Agent:
THE BANK OF NOVA SCOTIA
250 Vesey Street, 24th Floor
New York, NY 10281
Attention: Gig MorrisDarren
Ward
Tel. No.: (212) 225-5184225-5264
Email: gig.morrisdarren.ward@scotiabank.com
44
With
a copy to:
THE
BANK OF NOVA SCOTIA
40 Temperance Street, 4th Floor,
Toronto, Ontario M5H 0B4
Attention: Elie Silver
Tel. No.: (416) 866-5682
Email: elie.silver@scotiabank.com
If to the PNC Purchaser Agent:
PNC BANK, NATIONAL ASSOCIATION
ThreeThe Tower at
PNC Plaza
225300 Fifth Avenue,
11th Floor
Pittsburgh, Pennsylvania 15222
Attention: PNC Conduit GroupTony
Stahley
FacsimileTel. No.:
(412) 762-9184768-2266
Emails: Tony.Stahley@pnc.com
ABFAdmin@pnc.com
If to the Gotham Purchaser Agent:
MUFG BANK, LTD.
34 Exchange Place, Plaza III 5th Floor
Jersey City, NJ 07311
Attention: Richard Kralik
Facsimile No.: (201) 369-2149
Email: securitization_reporting@us.mufg.jp
With a copy to:
MUFG BANK, LTD.
1221 Avenue of the Americas
New York, NY 10020
Attention: The Securitization Group
Facsimile No.: (212) 782-6448
Emails: securitization_reporting@us.mufg.jp
rudy.liu@mufgsecurities.com
Simon.santurian@mufgsecurities.com
If to the Truist Purchaser Agent:
TRUIST BANK
3333 Peachtree Road, NE
10th Floor East
Atlanta, Georgia 30326
Attention: Chris Curtis
Tel. No.: (704) 362-5865
Facsimile No.: (404) 926-5100
Emails: Chris.Curtis@Truist.com
STRH.AFG@Truist.com
45
If to the TD Purchaser Agent:
THE TORONTO-DOMINION BANK
Asset Securitization Group
222 Bay Street,
EY Tower 7th floor
Toronto, Ontario M5K1A2
Attention: Luna Mills
Tel. No.: (347) 882-7192
Facsimile No.: (416) 307-8840
Emails: Luna.Mills@tdsecurities.com
ConduitFundingUS@tdsecurities.com
If to the Regions Purchaser
Agent:
REGIONS BANK
1180 West Peachtree St. NW, Suite 1000
Atlanta, GA 30309
Attention: Cecil Noble
Tel. No.: (404) 221-4571
Email: cecil.noble@regions.com
If to a Purchaser:
LIBERTY STREET FUNDING LLC
Global Securitization
445 Broad Hollow Rd.
Melville, NY 11747
Attention: Kevin Corrigan
Tel. No.: (631) 587-4700
Facsimile No.: (212) 302-8767
GOTHAM FUNDING CORPORATION
c/o Global Securitization Services, LLC
114 West 47th Street, Suite 2310
New York, NY 10036
Tel. No.: (212) 295-2777
Facsimile No.: (212) 302-8767
Attention: Frank B. Bilotta
Email: securitization_reporting@us.mufg.jp
46
GTA FUNDING LLC
77 King Street West, TD North Tower, 25th Floor
Toronto, Ontario, Canada M5K 1A2
Attention: ASG Operations
Email: ASGOperations@tdsecurities.com
Contact Individual: Manasi Sabnis
Tel. No.: (416) 278-6075
Email: Manasi.Sabnis@tdsecurities.com
RELIANT TRUST
77 King Street West, TD North Tower, 25th Floor
Toronto, Ontario, Canada M5K 1A2
Attention: ASG Operations
Email: ASGOperations@tdsecurities.com
Contact Individual: Manasi Sabnis
Tel. No.: (416) 278-6075
Email: Manasi.Sabnis@tdsecurities.com
If to the Banks:
THE BANK OF NOVA SCOTIA
250 Vesey Street, 24th Floor
New York, NY 10281
Attention: Gig MorrisDarren
Ward
Tel. No.: (212) 225-5184225-5264
Email: gig.morrisdarren.ward@scotiabank.com
With
a copy to:
THE
BANK OF NOVA SCOTIA
40 Temperance Street, 4th Floor,
Toronto, Ontario M5H 0B4
Attention: Elie Silver
Tel. No.: (416) 866-5682
Email: elie.silver@scotiabank.com
PNC BANK, NATIONAL ASSOCIATION
ThreeThe Tower at
PNC Plaza
225300 Fifth Avenue,
11th Floor
Pittsburgh, Pennsylvania 15222
Attention: William Falcon and Tony Stahley
Tel. No.: (412) 762-5442 and (412) 768-2266
Facsimile No.: (412) 762-9184
Emails: ralph.stahleyTony.Stahley@pnc.com
pncconduitgroupABFAdmin@pnc.com
47
MUFG BANK, LTD.
1221 Avenue of the Americas
New York, NY 10020
Attention: Nicolas Mounier / Christopher Pohl/ Robyn CarmelRudy
Liu / Simon Santurian / Jack Mooney
Tel. No.: (212) 782-5980405-6785
/ (212) 782-4911405-6784
/ (212) 782-4132405-6993
Facsimile No.: (212) 782-6448
Emails: securitization_reporting@us.mufg.jp
rudy.liu@mufgsecurities.com
Simon.santurian@mufgsecurities.com
TRUIST BANK
740
Battery Avenue, SE
3333 Peachtree Road,
NE
10th Floor East
Atlanta, Georgia 3032630339
Attention: Chris
Curtis
Tel. No.: (704) 362-5865
Facsimile No.: (404) 926-5100
Emails: Chris.Curtis@Truist.com
STRH.AFG@Truist.com
THE TORONTO-DOMINION BANK
Asset Securitization Group
222 Bay Street,
EY Tower 7th floor
Toronto, Ontario M5K1A2
Attention: Luna Mills
Tel. No.: (347) 882-7192
Facsimile No.: (416) 307-8840
Emails: Luna.Mills@tdsecurities.com
ConduitFundingUS@tdsecurities.com
REGIONS BANK
1180 West Peachtree St. NW, Suite 1000
Atlanta, GA 30309
Attention: Cecil Noble
Tel. No.: (404) 221-4571
Email: cecil.noble@regions.com
48
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 on terms substantially similar to those set forth
in Section 7.06.
(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 for each such party an Assignment
and Acceptance. In addition, each Bank or any of its 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) Any
Purchaser may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights
to payment of Capital and Yield) under this Agreement or under any of the other Transaction Documents to its collateral agent or trustee
under its commercial paper note program without notice to or consent of the Seller, the Administrative Agent or the Purchaser Agent.
(e) 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.
(f) 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.
49
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 reasonable
and documented 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 and documented fees and out-of-pocket expenses of one firm of primary counsel for the Administrative
Agent and the Purchaser Agents, the Purchasers, Scotia Capital, PNC, MUFG, Truist, TD and Regions and their respective Affiliates and
agents with respect thereto and with respect to advising the Administrative Agent and the Purchaser Agents, the Purchasers, Scotia Capital,
PNC, MUFG, Truist, TD and Regions 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
and documented attorneys’ fees and expenses of one firm of primary counsel), 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.
(b) To
the extent not otherwise included in the Investor Rate, the Seller shall pay, promptly 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) all reasonable 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 and documented 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 and documented 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.
50
(d) Any
and all payments and deposits required to be made hereunder or under any other Transaction Document by the Collection Agent or the Seller
shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or
withholdings, and all liabilities with respect thereto, excluding (i) net income taxes and branch profit taxes that are imposed by
the United States and franchise taxes and net income taxes that are imposed on an Affected Person by the state or foreign jurisdiction
under the laws of which such Affected Person is organized or any political subdivision thereof and (ii) any tax imposed under FATCA
(all taxes described in clauses (i) and (ii) above or in Section 7.04(f) below are referred to as “Excluded
Taxes” and all other taxes, levies, imposts, deductions, charges, withholdings and liabilities are hereinafter referred to as
“Taxes”). If the Seller or the Collection Agent shall be required by law to deduct any Taxes from or in respect of
any sum payable hereunder to any Affected Person, (i) the Seller shall make an additional payment to such Affected Person, in an
amount sufficient so that, after making all required deductions (including deductions applicable to additional sums payable under this
Section 7.04(d)), such Affected Person receives an amount equal to the sum it would have received had no such deductions been made,
(ii) the Seller or the Collection Agent, as the case may be, shall make such deductions and (iii) the Seller or the Collection
Agent, as the case may be, shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with
applicable law. Within 30 days after the date of any such payment of Taxes, the Seller or the Collection Agent, as the case may be, will
furnish to such Affected Person the original or a certified copy of a receipt evidencing payment thereof.
(e) Any
Affected Person that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any amounts payable
hereunder or under any other Transaction Document shall deliver to the Seller and the Administrative Agent, at the time or times reasonably
requested by the Seller or the Administrative Agent, such properly completed and duly executed documentation reasonably requested by the
Seller or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In
addition, any Affected Person, if reasonably requested by the Seller or the Administrative Agent, shall deliver such other documentation
prescribed by applicable law or reasonably requested by the Seller or the Administrative Agent as will enable the Seller or the Administrative
Agent to determine whether or not such Affected Person is subject to backup withholding or information reporting requirements. Without
limiting the generality of the foregoing, each Affected Person which is a “United States person” as defined in Section 7701(a)(30)
of the Code shall, on or prior to the date hereof (or, in the case of any Person who becomes an Affected Person after the date hereof,
on or prior to the date on which it so becomes an Affected Person), deliver to the Seller and the Administrative Agent such certificates,
documents or other evidence, as required by the Code or Treasury Regulations issued pursuant thereto, including Internal Revenue Service
Form W-9 and any subsequent version thereof, properly completed and duly executed by such Affected Person, certifying that such Affected
Person is exempt from U.S. federal backup withholding tax. Each Affected Person which is not a “United States person” as defined
in the Code, to the extent it is legally entitled to do so, shall, on or prior to the date hereof (or, in the case of any Person who becomes
an Affected Person after the date hereof, on or prior to the date on which it so becomes an Affected Person), deliver to the Seller such
certificates, documents or other evidence, as required by the Code or Treasury Regulations issued pursuant thereto, including Internal
Revenue Service Form W-8BEN, W-8BEN-E or Form W-8ECI and any other certificate or statement of exemption required by Treasury
Regulation Section 1.1441-1 or Section 1.1441-6(c) or any subsequent version thereof, properly completed and duly executed
by such Affected Person as will permit such payments to be made without backup withholding and (if applicable) without withholding or
at a reduced rate. Each such Affected Person shall from time to time thereafter, upon written request from the Seller, deliver to the
Seller and the Administrative Agent any new certificates, documents or other evidence as described in this Section 7.04(e) as
will permit payments under this Agreement to be made without withholding or at a reduced rate (but only so long as such Affected Person
is legally able to do so).
51
(f) The
Seller shall not be required to pay any amounts to any Affected Person in respect of Taxes pursuant to paragraph (d) above if the
obligation to pay such amounts is attributable to the failure by such Affected Person to comply with the provisions of paragraph (e) above;
provided, however, that should an Affected Person become subject to Taxes because of its failure to deliver a form required hereunder,
the Seller shall take such steps as such Affected Person shall reasonably request to assist such Affected Person to recover such Taxes.
(g) If
any Affected Person or Indemnified Party (each, a “Refund Recipient”) determines, in its sole discretion exercised
in good faith, that it has received a refund of any Taxes as to which it has been indemnified by the Seller or with respect to which the
Seller has paid additional amounts pursuant to Section 7.04(d), it shall pay to the Seller an amount equal to such refund (but only
to the extent of indemnity payments made, or additional amounts paid, by the Seller under Section 7.04(d) or Section 3.01
hereunder with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) incurred by such
Refund Recipient and without interest (other than any interest paid by the relevant governmental authority with respect to such refund).
The Seller, upon the request of such Refund Recipient, shall repay to such Refund Recipient the amount paid over to the Seller by such
Refund Recipient pursuant to this paragraph (g) (plus any penalties, interest or other charges imposed by the relevant governmental
authority) in the event that such Refund Recipient is required to repay such refund to such governmental authority. Notwithstanding anything
to the contrary in this paragraph (g), in no event will any Refund Recipient be required to pay any amount to the Seller pursuant to this
paragraph (g) the payment of which would place such Refund Recipient in a less favorable net after-Tax position than such Refund
Recipient would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise
imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not
be construed to require any Refund Recipient to make available its Tax returns (or any other information relating to its Taxes that it
deems confidential) to the Seller or any other Person.
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.
52
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 Scotia
Capital, MUFG or TD (or an Affiliate thereof), (d) any current or prospective participant in the commercial paper issuance program
of the Purchasers or any other commercial paper conduit administered by Scotia Capital, MUFG or TD (or an Affiliate thereof), 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 SEC through the EDGAR electronic filing system in accordance with United Rentals’ continuous disclosure
obligations under the Securities Exchange Act of 1934, 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 Scotia
Capital, PNC, MUFG, Truist, TD, Regions or any successor Purchaser Agent 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 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.
53
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.
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 or
by electronic mail attachment in portable document format (.pdf) 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.
54
SECTION 7.14. No
Recourse.
(a) The
obligations of a Purchaser under this Agreement are solely the corporate or limited liability company obligations of such Purchaser.
(b) 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, LLC, a Delaware
limited liability company (“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.
(c) No
recourse shall be had for the payment of any amount owing by Gotham under this Agreement, or for the payment by Gotham of any other obligation
or claim of or against Gotham arising out of or based on this Agreement, against Global or against any stockholder, employee, officer,
director or incorporator of Gotham. 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 Gotham shall not be considered to be an affiliate of Global for purposes of this Section.
(d) No
recourse shall be had for the payment of any amount owing by GTA under this Agreement, or for the payment by GTA of any other obligation
or claim of or against GTA arising out of or based on this Agreement, against the Person providing independent director, member or manager
services to GTA, or against any stockholder, employee, officer, director or incorporator of GTA. For purposes of this Section, the Person
providing such independent director, member or manager services to GTA shall include such Person and all affiliates thereof and any employee,
officer, director, incorporator, stockholder or beneficial owner of any of them; provided, however, that GTA shall not be
considered to be an affiliate of such Person for purposes of this Section.
(e) No
recourse shall be had for the payment of any amount owing by Reliant under this Agreement, or for the payment by Reliant of any other
obligation or claim of or against Reliant arising out of or based on this Agreement, against the Person (if any) providing independent
trustee, director, member or manager services to Reliant, or against any certificate holder, stockholder, employee, officer, director
or incorporator of Reliant. For purposes of this Section, the Person providing any such independent trustee, director, member or manager
services to Reliant shall include such Person and all affiliates thereof and any employee, officer, director, incorporator, stockholder
or beneficial owner of any of them; provided, however, that Reliant shall not be considered to be an affiliate of such Person
for purposes of this Section.
(f) No
recourse shall be had for the payment of any amount owing by any other Investor that is a commercial paper conduit under this Agreement,
or for the payment by such Investor of any other obligation or claim of or against such Investor arising out of or based on this Agreement,
against the Person providing independent director, member or manager services to such Investor, or against any stockholder, employee,
officer, director or incorporator of such Investor. For purposes of this Section, the Person providing such independent director, member
or manager services to such Investor shall include such Person and all affiliates thereof and any employee, officer, director, incorporator,
stockholder or beneficial owner of any of them; provided, however, that such Investor shall not be considered to be an affiliate
of such Person for purposes of this Section.
55
SECTION 7.15. Amendment
and Restatement; Acknowledgement.
(a) Each
of the parties hereto acknowledges that the amendment and restatement of the Existing Agreement on the terms and conditions set forth
herein shall not in any way affect any sales, transfers, assignments or security interest grants effected pursuant to the Existing Agreement
or any representations, warranties or covenants made by the Seller or the Collection Agent with respect to such sales, transfers, assignments
or security interest grants, any indemnities made by the Seller or by the Collection Agent, or any rights or remedies of the Administrative
Agent, the Purchaser Agents, the Banks, the Purchasers or any other Indemnified Party with respect thereto. Each of the parties hereto
confirms all sales, transfers, assignments and security interests effected pursuant to the Existing Agreement.
(b) The
Seller hereby confirms and agrees that all Capital and all other obligations of the Seller outstanding under the Existing Agreement immediately
prior to the amendment and restatement thereof as contemplated hereby shall, unless and until paid, continue to remain outstanding under
this Agreement. The Investors hereby acknowledge that, after giving effect to the amendment and restatement of the Existing Agreement
on the terms and conditions set forth herein, as a result of the revised Bank Commitments of each Bank, the aggregate outstanding Capital
of each Investor as of the date hereof may either exceed or be less than such Investor’s ratable share of the aggregate outstanding
Capital of all Investors as of such time (based on the applicable Bank’s Percentage). Accordingly, each Investor which holds aggregate
outstanding Capital in excess of such Investor’s ratable share of the aggregate outstanding Capital of all Investors as of such
time (based on the applicable Bank’s Percentage) shall transfer a Receivable Interest or Receivable Interests computed on the basis
of such excess Capital to an applicable Investor which holds aggregate outstanding Capital less than such Investor’s ratable share
of the aggregate outstanding Capital of all Investors as of such time (based on the applicable Bank’s Percentage), in exchange
for a cash payment in an amount equal to the aggregate Capital of the Receivable Interests so transferred.
(c) All
Yield, fees and any other amounts payable by the Seller to the Investors, the Banks, the Administrative Agent or the Purchaser Agents
which have accrued, but have not yet been paid, under the Existing Agreement shall remain outstanding hereunder and shall be payable
in accordance with the terms hereof and the Fee Agreements.
SECTION 7.16. KYC
Information. Each Purchaser Agent, Investor and Bank that is subject to the Act (as hereinafter
defined) and the Administrative Agent hereby notifies the Seller that pursuant to the requirements of the USA PATRIOT Act (Title III
of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record
information that identifies the Seller, which information includes the name and address of the Seller and other information that will
allow such Purchaser Agent, Investor, Bank or the Administrative Agent, as applicable, to identify the Seller in accordance with
the Act. The Seller shall, promptly following a request by the Administrative Agent or any Purchaser Agent, Investor or Bank, provide
all documentation and other information that the Administrative Agent or such Purchaser Agent, Investor or Bank requests in order
to comply with its ongoing obligations under the Beneficial Ownership Regulation or other applicable “know your customer”
and anti-money laundering rules and regulations, including the Act.
56
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):
“Adjusted
Term SOFR” has the meaning specified in Section 1.15.
“Administrative Agent”
means Scotia Capital, in its capacity as administrative agent for the Purchasers and the Banks, or any successor administrative agent.
“Administrative Agent’s
Account” means the special account (account name: United Rentals Receivable, LLC II; account number: 03454-15) of the Administrative
Agent maintained at the office of The Bank of Nova Scotia – NY, ABA 026002532.
“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.
“Affected Person”
has the meaning specified in Section 1.08(a).
“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 Outstanding
Balance of Pool Receivables that became Defaulted Receivables at any time during such calendar month, by (b) the aggregate dollar
amount of all Pool Receivables created during the calendar month ended five months prior to the most recent calendar month-end.
“Agreement”
means this Third Amended and Restated Receivables Purchase Agreement, dated as of September 24, 2012, as it may be amended, restated,
supplemented or otherwise modified from time to time.
“Alternate Base Rate”
means:
(a) For
Scotia Capital, Liberty and each other Bank for Liberty, 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) (the “Scotia Prime
Rate”); and
(ii) the
Federal Funds Rate plus 0.50% per annum;
I-1
(b) For
PNC and each other Bank for which PNC acts as Purchaser Agent, 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 PNC in Pittsburgh, Pennsylvania, from time to time in its sole discretion, as its prime commercial lending
rate (which rate is not necessarily the lowest rate that PNC charges any corporate customer); and
(ii) the
Federal Funds Rate plus 0.50% per annum;
(c) For
MUFG, Gotham and each other Bank for Gotham, 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 MUFG 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 MUFG charges any corporate customer); and
(ii) the
Federal Funds Rate plus 0.50% per annum;
(d) For
Truist and each other Bank for which Truist acts as Purchaser Agent, 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 Truist in Charlotte, North Carolina, from time to time in its sole discretion, as its prime commercial
lending rate (which rate is not necessarily the lowest rate that Truist charges any corporate customer); and
(ii) the
Federal Funds Rate plus 0.50% per annum;
(e) For
TD, GTA, Reliant and each other Bank for GTA or Reliant, 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 TD in Toronto, Ontario, from time to time in its sole discretion, as its prime commercial lending rate
(which rate is not necessarily the lowest rate that TD charges any corporate customer); and
(ii) the
Federal Funds Rate plus 0.50% per annum; and
I-2
(f) For
Regions and each other Bank for which Regions acts as Purchaser Agent, 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 Regions in Birmingham, Alabama, from time to time in its sole discretion, as its prime commercial lending
rate (which rate is not necessarily the lowest rate that Regions 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 or, in the case of any Benchmark Replacement (as defined in Section 1.15), determined
pursuant to Section 1.15) above Adjusted Term SOFR (or, if applicable, the relevant
Benchmark Replacement) for such Fixed Period; provided, however, that in the case of:
(a) any
Fixed Period with respect to which 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 applicable 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 Adjusted Term SOFR (or, if applicable,
the relevant Benchmark Replacement) for the relevant Fixed Period, or
(iv) Adjusted
Term SOFR (or, if applicable, the relevant Benchmark Replacement) 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) other
than with respect to a Fixed Period for Truist, PNC, TD or Regions (in their respective capacities as a Bank), 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),
(c) other
than with respect to a Fixed Period for Truist, PNC, TD or Regions (in their respective capacities as a Bank), 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,
I-3
(d) any
Fixed Period for a Receivable Interest the Capital of which allocated to the Investors or Banks is less than $500,000, or
(e) the
Term SOFR Reference Rate or the applicable Benchmark Replacement no longer being utilized (or not otherwise available to be
utilized) in determining the Assignee Rate pursuant to Section 1.15 or a Benchmark Unavailability Period is in effect or
the relevant tenor for the then-current Benchmark is not available, 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(s) for
such Bank and for such Eligible Assignee, pursuant to which such Eligible Assignee may become a party to the Agreement as a Bank or a
Purchaser.
“Available Tenor”
has the meaning specified in Section 1.15.
“Bank Commitment”
of any Bank means, (a) with respect to Scotia Capital, $455,000,000, or such amount as increased or reduced by any Assignment and
Acceptance entered into with other Banks; (b) with respect to PNC, $162,500,000, or such amount as increased or reduced by any Assignment
and Acceptance entered into with other Banks, (c) with respect to MUFG, $310,000,000, or such amount as increased or reduced
by any Assignment and Acceptance entered into with other Banks, (d) with respect to Truist, $162,500,000, or such amount as increased
or reduced by any Assignment and Acceptance entered into with other Banks; (e) with respect to TD, $310,000,000, or such amount as
increased or reduced by any Assignment and Acceptance entered into with other Banks; (f) with respect to Regions, $100,000,000, or
such amount as increased or reduced by any Assignment and Acceptance entered into with other Banks; or (g) 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 increased or 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 Scotia Capital, PNC, MUFG, Truist, TD, Regions and each respective Eligible Assignee that shall become a party to the Agreement
pursuant to Section 7.03.
“Benchmark”
has the meaning specified in Section 1.15.
“Benchmark Replacement”
has the meaning specified in Section 1.15.
“Benchmark Replacement
Adjustment” has the meaning specified in Section 1.15.
“Benchmark Replacement
Date” has the meaning specified in Section 1.15.
I-4
“Benchmark Transition
Event” has the meaning specified in Section 1.15.
“Benchmark Unavailability
Period” has the meaning specified in Section 1.15.
“Beneficial Ownership
Regulation” means 31 C.F.R. Section 1010.230.
“Broken
Funding Costs” means for any Receivable Interest that is accruing Yield based on Adjusted
Term SOFR (or, if applicable, the relevant Benchmark Replacement) or the Investor Rate that is reduced, 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 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.
“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 Term SOFR Reference Rate, is additionally a U.S. Government
Securities Business Day.
“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.
“Change of Control”
means (a) any Person or group of Persons (within the meaning of Section 13(d) or 14(d) of the Securities Exchange
Act of 1934, but in the case of the Company, excluding United Rentals) shall acquire beneficial ownership (within the meaning of Rules 13d-3
and 13d-5 promulgated under the Securities Exchange Act of 1934) of 50% or more of the total voting stock of United Rentals on a fully
diluted basis; (b) any “Change of Control” or similar event, however denominated, shall occur under, and as defined
in, the Credit Agreement; or (c) the Seller shall cease to be a direct or indirect, wholly owned Subsidiary of United Rentals; provided,
however, that any Originator or any Subsidiary of an Originator, in each case excluding the Seller, may be merged or amalgamated
with or into any other Originator or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or
otherwise disposed of (each, an “Affiliate Transfer”), in one transaction or a series of transactions, to any other
such Originator (and, subsequent to such Affiliate Transfer, to liquidate, wind-up or dissolve the transferring Originator if such Originator
holds no remaining assets and any outstanding obligations hereunder have been assumed by the transferee).
I-5
“Code” means
the Internal Revenue Code of 1986, as amended.
“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 deposit account, lock-box account or any account into which credit card collections are deposited, maintained by the Seller
for the purpose of receiving Collections, as set forth on Annex F (as such list of Collection Accounts on Annex F may be
updated from time to time pursuant to a written notice from the Seller to the Administrative Agent attaching an updated Annex F
and subject to compliance with paragraph (h) of Exhibit IV); provided that, notwithstanding anything herein to
the contrary (including paragraph (h) of Exhibit IV), during the period commencing on June 6, 2025 and ending on
September 4, 2025 accounts x6839 and x2074 maintained by the Originator at Wells Fargo Bank, National Association shall be deemed
to be Collection Accounts.
“Collection Account
Agreement” means an agreement between the Administrative Agent, United Rentals, the Seller and a Collection Account Bank reasonably
acceptable to the Administrative Agent. The parties hereto agree that the Controlled Account Agreement amended to cover a Collection Account
may also constitute a Collection Account Agreement with respect to such Collection Account.
“Collection Account
Bank” means the bank or other financial institution holding a Collection Account.
“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 Capital 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 2.252.5
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.
I-6
“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) June 2418,
20262027 (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, and (d) the date the Purchase Limit reduces to zero.
“Concentration Percentage”
for any Obligor means at any time the “Concentration Percentage” with respect to such Obligor determined in accordance with
the below ratings table; provided that if an Obligor’s payment obligations under Receivables owing by such Obligor are guaranteed
in full by another entity, such guarantor’s ratings (to the extent higher than the ratings of such Obligor) shall be used in determining
the Concentration Percentage of such Obligor; and provided, further, that in the case of an Obligor with any Affiliated
Obligor, the Concentration Percentage shall be calculated, to the extent practicable, as if such Obligor and such Affiliated Obligor(s) are
one Obligor (in the event such Obligor and such Affiliated Obligor(s) are in different Classes, the aggregate Concentration Percentage
with respect to such Obligor and such Affiliated Obligor(s) shall be determined based on the highest of the Classes of such Obligor
and such Affiliated Obligor(s) (or their respective guarantors, if applicable); provided that in no event shall the Concentration
Percentage of any Obligor and its Affiliated Obligor(s) (if applicable) in the same Class exceed the Concentration Percentage
applicable to such Obligor’s Class set forth in the below ratings table).
Class of
Obligor
Short-Term Rating
(Standard &
Poor’s/Moody’s)
Long-Term Rating
(Standard & Poor’s
/Moody’s)
Concentration
Percentage
Class A Obligor
A-1/P-1 or higher
A/A2 or higher
10.00 %
Class B Obligor
A-2/P-2
A-/A3 or BBB+/Baa1
5.00 %
Class C Obligor
A-3/P-3
BBB/Baa2 or BBB-/Baa3
3.33 %
Class D Obligor
Lower than A-3/P-3 or not rated
Below BBB-/Baa3 or not rated
2.00 %
For purposes of the above ratings table, an Obligor’s
(or, if applicable, its guarantor’s) “Short-Term Rating” and “Long-Term Rating”, if an Obligor
(or, if applicable, its guarantor) is split-rated, will be the lower of the Obligor’s (or, if applicable, its guarantor’s)
short-term debt rating or long-term debt rating, as applicable, from either Standard & Poor’s or Moody’s, and an
Obligor’s Class shall be determined by the lower of such Obligor’s (or, if applicable, its guarantor’s) Short-Term
Rating and the Long-Term Rating; provided that if a short-term debt rating or long-term debt rating is available from only one
of Standard & Poor’s or Moody’s, such rating shall be such Obligor’s (or, if applicable, its guarantor’s)
Short-Term Rating or Long-Term Rating, as applicable; and, provided, further, that if an Obligor has no short-term debt
rating from either Standard & Poor’s or Moody’s and no long-term debt rating from either Standard & Poor’s
or Moody’s, then that Obligor shall be a Class D Obligor.
I-7
“Conforming Changes”
has the meaning specified in Section 1.15.
“Contract”
means with respect to any Receivable, an agreement between the Originator and any Obligor, pursuant to or under which such Obligor shall
be obligated to pay for goods or services from time to time.
“Contractual Dilution
Amount” means, on any date of determination, an amount equal to the sum of (a) the aggregate amount of all contractual
early pay discounts then available to be applied by all Obligors with respect to the Outstanding Balance of any Pool Receivable at such
time (whether or not payment for any such Pool Receivable has been made at such time), plus (b) the aggregate amount of volume rebates
that have accrued for the prior fiscal years of the Originator but have not yet been paid, plus (c) the aggregate amount of volume
rebates that have been accrued by the Originator for the current fiscal year as of the end of the month in which such date of determination
occurs (based on the Originator’s most recent good faith estimate of Receivables to be generated in such fiscal year), plus (d) the
product of (x) 1.5 times (y) the aggregate amount of volume rebates that have been estimated in good faith (based on the Originator’s
most recent good faith estimate of Receivables to be generated in such fiscal year) by the Originator to accrue for the month immediately
following the month in which such date of determination occurs. For purposes of the foregoing clauses (b) through (d), the volume
rebates shall be estimated, calculated and accrued in a manner consistent with generally accepted accounting principles.
“Controlled Account”
means a deposit account maintained at the Controlled Account Bank for the purpose of receiving Collections transferred from Collection
Accounts (such account being labelled as the “Controlled Account” on Annex F to this Agreement as updated from time
to time).
“Controlled Account
Agreement” means an agreement between the Administrative Agent, United Rentals, the Seller and each Controlled Account Bank
reasonably acceptable to the Administrative Agent; provided that the Controlled Account Agreements entered into (and as amended)
on or prior to 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 FourthFifth
Amended and Restated Credit Agreement, dated as of June 30July 10, 20222025,
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 London branch), as ROW Swingline Lender, Bank of America, N.A. (acting through
its Canada Branch), as Canadian Swingline Lender, Bank of America Merrill Lynch International,,
N.A. (acting through its Australia branch), as ANZ Swingline Lender, Bank of America Europe Designated Activity Company, as FrenchEuropean
Swingline Lender, United Rentals (North America), Inc., as a U.S. Borrower, United Rentals of Canada, Inc., as a Canadian Borrower,
United Rentals International B.V., as a ROW Borrower, United Rentals S.A.S., as a FrenchEuropean
Borrower, United Rentals Australia Pty Ltd, as the Australian Borrower
and an ANZ Borrower, United Rentals New Zealand, as the New Zealand Borrower and an ANZ Borrower, United Rentals, Inc. and
certain of its Subsidiaries, as the Guarantors, and certain other parties thereto, as the same may, from time to time, be further amended,
waived, modified, supplemented or replaced 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, supplement or replacement herein.
I-8
“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 that the Senior Secured Indebtedness Leverage Ratio is greater than 2.25 to 1 on any day.
“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 billed during such month by (ii) the aggregate dollar amount of Receivables created and billed
for such month.
“Daily Simple SOFR”
has the meaning specified in Section 1.15.
“Debt” means
“Indebtedness”, as defined 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 became Defaulted Receivables at any time during such month or that would have become
Defaulted Receivables at any time during such month had they not been written off the books of the 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 as to which:
(a) any
payment or part thereof remains unpaid for 151 to 180 days after the Invoice Date for such payment;
(b) the
Obligor thereof or any other Person obligated thereon has taken any action, or suffered any event to occur, of the type described in paragraph
(g) of Exhibit V; or
(c) has
been or, consistent with the Credit and Collection Policy, would be written off as uncollectible.
I-9
“Defaulting Bank”
means any Bank that has not made any purchase (including a purchase pursuant to Section 1.02(e)(vi)) or payment of any other amount
as and when due hereunder.
“Delayed Funding Amount”
has the meaning specified in Section 1.02(e)(vi) of the Agreement.
“Delayed Funding Date”
has the meaning specified in Section 1.02(e)(i) of the Agreement.
“Delayed Funding Notice”
has the meaning specified in Section 1.02(e)(i) of the Agreement.
“Delayed Funds”
has the meaning specified in Section 1.02(e)(i) of the Agreement.
“Delaying Bank”
has the meaning specified in Section 1.02(e)(i) of the Agreement.
“Delaying Certificate”
has the meaning specified in Section 1.02(e)(ii) of the 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:
(a) as
to which any payment, or part thereof, remains unpaid for 121 days or more after the Invoice Date for such payment; and
(b) that,
consistent with the Credit and Collection Policy, would be classified as delinquent.
“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, other than any of the foregoing included in the Contractual Dilution Amount for the applicable period.
“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.
I-10
“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 = 2.252.5
Expected Dilution Ratio = the 12 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 12 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.
“Eligible Assignee”
means (a) 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 (or higher) by Standard & Poor’s and P-1 by Moody’s Investor Service, Inc. and
which is otherwise acceptable to the Purchaser Agents, (b) with respect to PNC, (i) PNC or any of its Affiliates or (ii) any
other Person the short term debt of which is rated A-1 (or higher) by Standard & Poor’s and P-1 by Moody’s Investor
Service, Inc. and which is otherwise acceptable to the Purchaser Agents, (c) with respect to MUFG, (i) MUFG or any of its
Affiliates or (ii) any other Person the short term debt of which is rated A-1 (or higher) by Standard & Poor’s and
P-1 by Moody’s Investor Service, Inc. and which is otherwise acceptable to the Purchaser Agents, (d) with respect to Truist,
(i) Truist or any of its Affiliates or (ii) any other Person the short term debt of which is rated A-1 (or higher) by Standard &
Poor’s and P-1 by Moody’s Investor Service, Inc. and which is otherwise acceptable to the Purchaser Agents,(e) with
respect to TD, (i) TD or any of its Affiliates or (ii) any other Person the short term debt of which is rated A-1 (or higher)
by Standard & Poor’s and P-1 by Moody’s Investor Service, Inc. and which is otherwise acceptable to the Purchaser
Agents, and (f) with respect to Regions, (i) Regions or any of its Affiliates or (ii) any other Person the short term debt
of which is rated A-1 (or higher) by Standard & Poor’s and P-1 by Moody’s Investor Service, Inc. and which is
otherwise acceptable to the Purchaser Agents.
I-11
“Eligible Extended
Term Receivable” means any Eligible Receivable that is an Extended Term Receivable that is less than 121 days past its Invoice
Date.
“Eligible Receivable”
means, at the relevant time of determination, a Receivable or an ENB Receivable, as applicable:
(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; (ii) is not an Affiliate of the Originator or the Seller; and (iii) to the knowledge of the Seller, is not the subject
of sanctions administered or enforced by the U.S. government under any Sanctions Laws.
(b) neither
the Obligor of which nor any other Person obligated thereon has 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;
(e) 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 or Extended Term Receivable, in accordance with the payment terms of the related Contract);
(f) 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;
(g) that
is denominated and payable in United States dollars in the United States;
(h) 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 or any contractual offset that is substantially consistent with the past practice of the Originator) and
for which neither the Originator thereof, the Seller nor the Collection Agent has established any offset arrangements with the related
Obligor, except for any offset that may arise as a result of any amount included in the Contractual Dilution Amount for the applicable
period or any contractual offset that is substantially consistent with the past practice of the Originator; and
I-12
(iv) does
not contain a confidentiality provision that purports to restrict the ability of the Investors, the Banks or their assignees to exercise
their rights under the Agreement, including, without limitation, their right to review the Contract;
(i) 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, privacy and Sanctions Laws) and with
respect to which none of the Seller, the Originator or the Obligor is in violation of any such law, rule or regulation in any material
respect;
(j) in
which the Seller owns good and marketable title, free and clear of any Adverse Claims, and that is freely assignable by the Seller;
(k) that
satisfies all applicable requirements of the Credit and Collection Policy;
(l) 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;
(m) the
Obligor of which has been directed to make all payments to a Collection Account and within one Business Day the Collection Agent has transferred
all such payments to the Controlled Account except to the extent otherwise permitted by the provisions of Section 1.04(a) hereof;
(n) for
which the Investors 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;
(o) that
does not represent proceeds of the lease or provision of equipment that has been leased to the 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 UCC-3) amending any financing statement known to the Collection Agent, the 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;
(p) that
was not originated by any branch or division of the 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 Credit and Collection
Policy, and (ii) a Collection Account has been established or exists into which payments on such receivables will be made;
I-13
(q) that
following the occurrence of an Event of Termination, 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;
(r) the
transfer, sale or assignment of which does not contravene any applicable law, rule or regulation; and
(s) solely
with respect to ENB Receivables, the ENB Receivable Conditions are satisfied.
“ENB Receivable”
means the U.S. dollar denominated indebtedness of any Obligor resulting from the provision or sale of goods or services (including, without
limitation, the lease or rental of goods) to such Obligor by the 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; provided, that “ENB Receivable” shall not include any
Excluded Receivables.
“ENB Receivable Conditions”
means with respect to an ENB Receivable being treated as an Eligible Receivable, the satisfaction of either of the following conditions:
(a) the Senior Secured Indebtedness Leverage Ratio shall not exceed 1.25 to 1.0; or (b) the Collection Agent maintains at least
$50,000,000 in availability under 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 Exhibit V.
“Excluded Receivables”
means the following: the indebtedness of each Person identified as an excluded obligor in a side letter among the Seller, the Originator,
the Collection Agent, the Administrative Agent and each Purchaser Agent, as such side letter may be amended from time to time at the request
of the Seller, the Originator and the Collection Agent and with the written consent of the Administrative Agent (acting on the instruction
of each Purchaser Agent).
“Excluded Taxes”
has the meaning specified in Section 7.04(d).
“Existing Agreement”
has the meaning as set forth in the preamble to this Agreement.
“Extended Term Receivable”
means the U.S. dollar denominated indebtedness of any Obligor resulting from the provision, lease or sale of goods or services to such
Obligor by the Originator under a Contract generated by the Originator in the ordinary course of its business (except that the stated
repayment term is greater than 30 days but not more than 90 days) 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 “Extended Term Receivable” shall not include any Excluded Receivables.
I-14
“Facility Termination
Date” means the earliest of (a) June 2418,
20262027, (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.
“FATCA” means
Sections 1471 through 1474 of the Code as of the date of this Agreement (or any amended or successor version that is substantively comparable
and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreement
entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted
pursuant to any intergovernmental agreement, treaty or convention among governmental authorities and implementing such Sections of the
Code.
“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.
“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.
“Federal Reserve Board”
has the meaning specified in Section 1.15.
“Fee Agreement”
means the Scotia Capital Fee Agreement, the PNC Fee Agreement, the MUFG Fee Agreement, the Truist Fee Agreement, the TD Fee Agreement
or the Regions Fee Agreement.
“Fitch” means
Fitch, Inc.
“Fixed Charge Coverage
Ratio” has the meaning specified in the Credit Agreement.
“Fixed Period”
means with respect to any Receivable Interest in the Pool Receivables:
(a) initially
the period commencing on the date of purchase of such Receivable Interest and ending (i) on the last day of the same calendar month
as such date of purchase, or (ii) other than with respect to any Receivable Interest in the Pool Receivables held by Truist, PNC,
TD or Regions (in their respective capacities as a Bank), such other 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
I-15
(b) thereafter
(i) a period of one month commencing on the last day of the immediately preceding Fixed Period for such Receivable Interest (which
period shall correspond to a calendar month in the case of any Receivable Interest in the Pool Receivables held by Truist, PNC, TD or
Regions (in their respective capacities as a Bank)) or (ii) other than with respect to any Receivable Interest in the Pool Receivables
held by Truist, PNC, TD or Regions (in their respective capacities as a Bank), such other 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;
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 (x) other than with respect to any
Receivable Interest in the Pool Receivables held by Truist, PNC, TD or Regions (in their respective capacities as a Bank), a period from
one to and including 29 days, or a period of one month, as the Seller may select as provided above, and (y) with respect to
any Receivable Interest in the Pool Receivables held by Truist, PNC, TD or Regions (in their respective capacities as a Bank), a period
of one month which shall correspond to a calendar month;
(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 Term SOFR (or,
if applicable, the relevant Benchmark Replacement) (other than with respect to any Receivable Interest in the Pool Receivables held by
Truist, PNC, TD or Regions (in their respective capacities as a Bank)), 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);
(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
I-16
(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.
“Floor” has
the meaning specified in Section 1.15.
“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.
“Global”
has the meaning specified in Section 7.14(b).
“Gotham”
has the meaning as set forth in the preamble to this Agreement.
“Gotham Purchaser Agent”
has the meaning as set forth in the preamble to this Agreement and its successors and assigns.
“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.
“GTA” has
the meaning as set forth in the preamble to this Agreement.
“Identifiable Combined
Assets” means amounts received in the Collection Accounts that the Collection Agent can identify as being received in respect
of (i) the sale of equipment that has been leased to the Originator and is subject to the lien of the lessor thereof, or (ii) Receivables
that would, in accordance with the accounts receivable adjustment codes used by the Collection Agent, the Seller and the Originator on
the date hereof, 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 3.01 of the Agreement.
“Indemnified Party”
has the meaning specified in Section 3.01 of the Agreement.
I-17
“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
by issuing (a) 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 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.
“Invoice Date”
means the date on which an invoice is sent to the Obligor.
“LCR Security”
means, with respect to any Person, any commercial paper or security issued by such Person (other than equity securities issued by such
Person to another Person of which such Person is a consolidated subsidiary) within the meaning of Paragraph __.32(e)(1)(viii) of
the final rules titled Liquidity Coverage Ratio: Liquidity Risk Measurement Standards, 79 Fed. Reg. 197, 61440 et seq. (October 10,
2014).
“Liberty”
has the meaning as set forth in the preamble to this Agreement.
“Liberty Purchaser
Agent” has the meaning as set forth in the preamble to this Agreement and its successors and assigns.
“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, (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 in accordance with the waiver provisions set forth in Section 2.02)
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 (v) 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.
I-18
“Loss Horizon Ratio”
means for any month the ratio determined by dividing: (a) the sum of (i) the cumulative sales over the most recent three months,
plus (ii) the product of (x) the cumulative sales over the fourth most recent month, times (y) 5%, by
(b) 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 12 months ended prior to such date.
Minimum Loss Reserve = 10%.
Stress Factor = 2.252.5
“Material Adverse Effect”
means a material adverse change in, or a material adverse effect upon, the business, operations, properties or financial condition of
United Rentals and its Subsidiaries, taken as a whole; provided, that if such defined term is used for the Seller, “Material Adverse
Effect” shall mean a material adverse change in, or a material adverse effect upon, the business, operations, properties or financial
condition of the Seller.
“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.
“MUFG” has
the meaning as set forth in the preamble to this Agreement and its successors and assigns.
“MUFG Fee Agreement”
means the separate fee agreement, dated on or about the date hereof, pertaining to fees among the Seller and MUFG as Gotham Purchaser
Agent, as the same may be amended or restated from time to time.
I-19
“Net Receivables Pool
Balance” means at any time the Outstanding Balance of Eligible Receivables reduced by, without duplication:
(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 4% 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) the
amount shown as “Un-reconciled Difference” in the latest Monthly Report expressed as a positive number;
(g) 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 $1,000,000 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;
(h) 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 30 days old;
(i) the
Outstanding Balance of Eligible Extended Term Receivables that in the aggregate are in excess of 22.5% of the aggregate Outstanding Balance
of all Eligible Receivables;
(j) the
Outstanding Balance of Eligible Receivables as to which any payment, or part thereof remains unpaid for 91 days or more after the Invoice
Date for such payment that in the aggregate is in excess of 5% of the aggregate Outstanding Balance of all Receivables other than the
ENB Receivables; and
(k) the
aggregate Contractual Dilution Amount as of the end of the preceding calendar month.
“Non-Delaying Bank”
has the meaning specified in Section 1.02(e)(i) of the Agreement.
“Non-Extending Bank”
has the meaning set forth in Section 1.04(h).
I-20
“Nonrenewing Bank”
has the meaning set forth in Section 1.13(a).
“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 or a Collection Account, as applicable.
“Obligor”
means a Person obligated to make payments pursuant to a Contract (other than any such Person whose indebtedness constitutes Excluded Receivables);
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.
“Original Date”
has the meaning specified in Section 1.02(e)(i) of the Agreement.
“Originator”
means United Rentals (North America), Inc. (f/k/a UR Merger Sub Corporation, as successor in interest to United Rentals (North America), Inc.
and United Rentals Northwest, Inc.) and its successors and permitted assigns.
“Other Corporations”
means United Rentals, Inc. and all of its Subsidiaries except the Seller.
“Other Costs”
has the meaning specified in Section 7.04(c).
“Other Investors”
means any Person other than the Seller, the Originator or the Collection Agent.
“Other Sellers”
has the meaning specified in Section 7.04(c).
“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 Amended and Restated Performance Undertaking Agreement, dated as of the date hereof, made by United Rentals
in favor of the Seller, as the same may, from time to time, be amended, restated, modified or supplemented.
“Percentage”
of any Bank means, at any time, a fraction (expressed as a percentage rounded to eight decimal places), the numerator of which is the
amount of such Bank’s Bank Commitment at such time and the denominator of which is the aggregate amount of all of the Banks’
Bank Commitments at such time, or if no Bank Commitments are outstanding at such time, such Bank’s Percentage in effect immediately
prior to there being no Bank Commitments outstanding.
“Periodic Report”
means the Monthly Report, the Weekly Report or the Daily Report.
“Periodic Term SOFR
Determination Day” has the meaning specified in Section 1.15.
I-21
“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.
“PNC” has
the meaning as set forth in the preamble to this Agreement and its successors and assigns.
“PNC Fee Agreement”
means the separate fee agreement, dated on or about the date hereof, pertaining to fees among the Seller and PNC as PNC Purchaser Agent,
as the same may be amended or restated from time to time.
“PNC Purchaser Agent”
has the meaning as set forth in the preamble to this Agreement and its successors and assigns.
“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 a 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 Third Amended and Restated Purchase and Contribution Agreement, dated as of the date of the Agreement, between the Originator,
as seller, United Rentals, as collection agent, and United Rental Receivables LLC II, as buyer, as the same may be amended, modified or
restated from time to time.
“Purchase Limit”
means $1,500,000,000, 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 I hereto, delivered by the Seller pursuant to Section 1.02 of the
Agreement.
“Purchaser”
means (i) 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,
(ii) Gotham Funding Corporation 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, (iii) GTA
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, (iv) Reliant Trust 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 (v) any other Person that becomes
a Purchaser hereunder 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.
I-22
“Purchaser Agent”
means (i) Scotia Capital and its permitted successors and assigns as Liberty Purchaser Agent, (ii) PNC and its permitted successors
and assigns as PNC Purchaser Agent, (iii) MUFG and its permitted successors and assigns as Gotham Purchaser Agent, (iv) Truist
and its permitted successors and assigns as Truist Purchaser Agent, (v) TD and its permitted successors and assigns as TD Purchaser
Agent, and (vi) Regions and its permitted successors and assigns as Regions Purchaser Agent.
“Purchaser Agent’s
Account” means (i) with respect to Scotia Capital, the special account (account number 1016733, ABA No. 026-002532,
FFC: BNS HOUSTON – NOSCUS4H (Liberty Street Funding LLC – acct 1016733)) of Scotia Capital maintained at the office of Scotia
Capital; (ii) with respect to PNC, the special account (account number 1002422076, ABA No. 043-000-096) of PNC maintained at
the office of PNC; (iii) with respect to MUFG, the special account (account number 310-035-147, ABA No. 026-009-632) of MUFG maintained
at the office of MUFG; (iv) with respect to Truist, the special account (account number 1000022220783, ABA No. 053101121,
Ref: United Rentals) of Truist maintained at the office of Truist; (v) with respect to TD, the special account (account number 1020-7414669,
ABA No. 026009593) of TD maintained at the office of TD; and (vi) with respect to Regions, the special account (account
number 1102450400100, ABA No. 062005690) of Regions maintained at the office of Regions.
“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 (including, without
limitation, the lease or rental of goods) to such Obligor by the 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 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, 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 Excluded Receivables. For the avoidance of doubt, Receivables shall include ENB Receivables.
I-23
“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.
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.
“Recipient”
has the meaning specified in Section 1.11.
“Refund Recipient”
has the meaning specified in Section 7.04(g).
“Regions”
has the meaning as set forth in the preamble to this Agreement and its successors and assigns.
“Regions Fee Agreement”
means the separate fee agreement, effective as of May 24, 2024, pertaining to fees among the Seller and Regions as Regions Purchaser
Agent, as the same may be amended or restated from time to time.
“Regions Purchaser
Agent” has the meaning as set forth in the preamble to this Agreement and its successors and assigns.
I-24
“Related Bank”
means (a) with respect to Liberty and the Liberty Purchaser Agent, Scotia Capital and each Eligible Assignee that shall become a
party to the Agreement as a Related Bank for Liberty and the Liberty Purchaser Agent pursuant to Section 7.03; (b) with
respect to Gotham and the Gotham Purchaser Agent, MUFG and each Eligible Assignee that shall become a party to the Agreement as a Related
Bank for Gotham and the Gotham Purchaser Agent pursuant to Section 7.03; (c) with respect to the PNC Purchaser Agent,
PNC and each Eligible Assignee that shall become a party to the Agreement as a Related Bank for the PNC Purchaser Agent pursuant to Section 7.03;
(d) with respect to the Truist Purchaser Agent, Truist and each Eligible Assignee that shall become a party to the Agreement as a
Related Bank for the Truist Purchaser Agent pursuant to Section 7.03; (e) with respect to GTA, Reliant and the TD Purchaser
Agent, TD and each Eligible Assignee that shall become a party to the Agreement as a Related Bank for GTA and Reliant and the TD Purchaser
Agent pursuant to Section 7.03; (f) with respect to the Regions Purchaser Agent, Regions and each Eligible Assignee that
shall become a party to the Agreement as a Related Bank for the Regions Purchaser Agent pursuant to Section 7.03;and (g) with
respect to any other Purchaser or any Purchaser Agent, each Bank that is an Eligible Assignee identified in the Assignment and Acceptance
pursuant to which such Purchaser and/or Purchaser Agent became a party to this Agreement and each Eligible Assignee that shall become
a party to the Agreement as a Related Bank with respect to any such Person pursuant to Section 7.03.
“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.
“Relevant Governmental
Body” has the meaning specified in Section 1.15.
“Reliant”
has the meaning as set forth in the preamble to this Agreement.
“Repurchase Date”
has the meaning set forth in Section 1.12.
“Required Purchaser
Agents” means at any time Purchaser Agents whose Related Banks and Purchasers hold in the aggregate Receivable Interests representing
more than 66 2/3%, or, in the event no Receivable Interests are outstanding, whose Related Banks have aggregate Bank Commitments representing
more than 66 2/3% of the Bank Commitments; provided, that, (i) solely for purposes of this definition, the Receivable Interests and
Bank Commitment for the Related Bank and Purchasers of any Purchaser Agent whose Related Bank is a Defaulting Bank shall be zero for so
long as such Bank remains a Defaulting Bank and (ii) solely for purposes of determining the Required Purchaser Agents for the waiver
of the occurrence of a Liquidation Day under Section 1.04(b), the Receivable Interests held by any Bank that is a Delaying
Bank at such time shall be zero until such time that Collections are applied in full under item “first” contained in the proviso
at the end of Section 1.04(c)(x)(iii).
I-25
“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(a).
“Responsible Officers”
means the President, any Vice President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer, legal counsel, or any
other executive or financial officer of the Seller, the Collection Agent (including United Rentals in its individual capacity) or the
Originator.
“Sanctions Laws”
means any law relating to trade or economic sanctions, anti-corruption or anti-terrorism, including any law administered or enforced by
the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC), U.S. Department of State or other relevant sanctions
authority of the United States or Canada.
“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, dated on or about the date hereof, pertaining to fees among the Seller and Scotia
Capital as Liberty Purchaser Agent and as the Administrative Agent, as the same may be amended or restated from time to time.
“SEC” means
the Securities and Exchange Commission, or any governmental authority succeeding to any of its principal functions.
“Seller”
has the meaning as set forth in the preamble to this Agreement and its permitted successors and assigns.
“Senior Secured Indebtedness
Leverage Ratio” means, on any date of determination, a ratio (i) the numerator of which is (x) the sum of (a) the
aggregate principal amount of secured Debt for borrowed money at such time, plus (b) the Capital Lease Obligations (as defined in
the Credit Agreement) at such time, plus (c) all obligations at such time in respect of any Securitization Transaction (as defined
in the Credit Agreement) that, in accordance with GAAP, would be classified as indebtedness on a consolidated balance sheet, in each case
of United Rentals and its consolidated Subsidiaries outstanding on such date, less (y) the sum of (a) the amount of unrestricted
cash and Cash Equivalents (as defined in the Credit Agreement) that would be stated on the consolidated balance sheet of United Rentals
and its consolidated Subsidiaries and held by United Rentals or its consolidated Subsidiaries, as determined in accordance with GAAP,
plus (b) any restricted cash held in a bank account over which the Administrative Agent, for the benefit of the Investors, has a
perfected security interest, in each case, as of the date of determination, and (ii) the denominator of which is the Consolidated
EBITDA (as defined in the Credit Agreement) of United Rentals and its consolidated Subsidiaries for the four full fiscal quarters, treated
as one period, for which financial information in respect thereof is available immediately preceding such date, in each case calculated
with the pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the Credit Agreement.
I-26
“Settlement Day”
for any Receivable Interest means (i) in the case of Yield, all fees and payments due pursuant to each of the Fee Agreements, and
the accrued Collection Agent Fee for such Receivable Interest, the fifth Business Day of each calendar month, or, on and after the Termination
Date for such Receivable Interest, the last day of the related Settlement Period, and (ii) in each other case, the last day of the
related Settlement Period, or, for Pooled Commercial Paper, means the 30th 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 (i) each period commencing on the first day and ending on the last day of each Fixed Period for
such Receivable Interest and (ii) 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 30 days from the last day of the immediately preceding Settlement Period.
“SOFR” has
the meaning specified in Section 1.15.
“SOFR Administrator”
has the meaning specified in Section 1.15.
“Special Indemnified
Amounts” has the meaning specified in Section 4.07.
“Special Indemnified
Party” has the meaning specified in Section 4.07.
“Standard &
Poor’s” means S&P Global Ratings, a division of S&P Global.
“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 are or have become TNW Ineligibles, plus (ii) Capital,
Yield Reserve, Loss Reserve, Collection Agent Fee Reserve and Dilution Reserve.
“Taxes” has
the meaning specified in Section 7.04(d).
“TD” has
the meaning as set forth in the preamble to this Agreement and its successors and assigns.
I-27
“TD Fee Agreement”
means the separate fee agreement, effective as of August 29, 2017, pertaining to fees among the Seller and TD as TD Purchaser Agent,
as the same may be amended or restated from time to time.
“TD Purchaser Agent”
has the meaning as set forth in the preamble to this Agreement and its successors and assigns.
“Term SOFR”
has the meaning specified in Section 1.15.
“Term
SOFR Adjustment” has the meaning specified in Section 1.15.
“Term SOFR Administrator”
has the meaning specified in Section 1.15.
“Term SOFR Reference
Rate” has the meaning specified in Section 1.15.
“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 a Purchaser, 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 Facility 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 (ii) the Commitment Termination Date.
“Threshold Basis”
has the meaning specified in Section 1.04(a).
“TNW Ineligible”
means a Receivable:
(a) as
to which any payment or part thereof remains unpaid for 151 or more days after the Invoice Date for such payment;
(b) as
to which the Obligor thereof or any other Person obligated thereon 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.
“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.
“Truist”
has the meaning as set forth in the preamble to this Agreement and its successors and assigns.
“Truist Fee Agreement”
means the separate fee agreement, effective as of September 18, 2014, pertaining to fees among the Seller and Truist as Truist Purchaser
Agent, as the same may be amended or restated from time to time.
I-28
“Truist Purchaser Agent”
has the meaning as set forth in the preamble to this Agreement and its successors and assigns.
“UCC” means
the Uniform Commercial Code as from time to time in effect in the applicable jurisdiction.
“Unadjusted Benchmark
Replacement” has the meaning specified in Section 1.15.
“United Rentals”
means United Rentals, Inc. and its successors and permitted assigns.
“U.S. Government Securities
Business Day” has the meaning specified in Section 1.15.
“Volcker Rule”
means Section 13 of the U.S. Bank Holding Company Act of 1956, as amended, and the applicable rules and regulations thereunder.
“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.
“Yield” means,
for each Receivable Interest:
(a) for
each day during any Fixed Period to the extent a Purchaser will be funding such Receivable Interest on such day during such Fixed Period
through the issuance of commercial paper,
IR x C x ED + LF
360
(b) for
each day during any Fixed Period, to the extent (x) a Purchaser will not be funding such Receivable Interest during such Fixed Period
through the issuance of commercial paper or (y) a Bank will be funding such Receivable Interest,
AR x C x ED + LF
360
where:
AR =
the applicable Assignee Rate for such Receivable Interest on such day during such Fixed Period
C =
the Capital of such Receivable Interest on such day 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;
I-29
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 2.252.5,
(ii) the Capital of such Receivable Interest on such date, (iii) Adjusted Term
SOFR (or, if applicable, the relevant Benchmark Replacement) for such Receivable Interest for a one month Fixed Period deemed to commence
on such date (or if the Term SOFR Reference Rate or any Benchmark Replacement (as defined in Section 1.15) component shall
no longer be utilized (or is not otherwise available to be utilized) in determining the Assignee Rate pursuant to Section 1.15
or a Benchmark Unavailability Period is in effect or the relevant tenor for the then-current Benchmark is not available, the Alternate
Base Rate on such date) and (iv) a fraction having Days Sales Outstanding as its numerator and 360 as its denominator.
- - - - - -
Other
Terms. All accounting terms not specifically defined herein shall be construed in accordance with generally accepted accounting
principles. All terms used in Article 9 of the UCC in the State of New York, and not specifically defined herein, are used herein
as defined in such Article 9.
I-30
EXHIBIT II
CONDITIONS OF PURCHASES
1. Conditions
Precedent to Initial Purchase. The initial purchase of a Receivable Interest in the Pool Receivables under this Third 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 the Originator certifying (i) copies of the resolutions of
the Board of Directors of the Seller and the 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 the Originator and (iv) the names and true signatures of the officers of the Seller and the 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 the 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 the Originator.
(b) A
certificate of the Secretary or Assistant Secretary of the Parent certifying (i) copies of the resolutions (if required) 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 of formation 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 statement amendments and assignments, duly filed on or before the date of such
initial purchase under the UCC of all relevant jurisdictions reasonably 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, reasonably necessary to release all security interests
and other rights of any Person in the Collateral previously granted by the Seller or the Originator.
(f) Evidence
of payment by the Seller of all accrued and unpaid fees (including those contemplated by the Fee Agreements), costs and expenses to the
extent then due and payable on the date thereof, including any such costs, fees and expenses arising under or referenced in Section 7.04(b) of
the Agreement and the Fee Agreements.
II-1
(g) Completed
UCC search reports, dated on or within one month before the date of this Agreement, listing the financing statements filed in all applicable
jurisdictions referred to in clause (d) above that name the Originator or the Seller as debtor, together with copies of such other
financing statements that were filed on any date after September 28, 2011, 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 reasonably request, showing no Adverse Claims (other than any Adverse Claim arising under or permitted by any Transaction Document)
on any Pool Receivable.
(h) Copies
of an executed amendment to the Controlled Account Agreement in place on the date hereof 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 Originator, in form and substance reasonably satisfactory to the Administrative Agent
and each Purchaser Agent.
(k) A
favorable opinion of counsel for the Parent, in form and substance reasonably 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 Performance Undertaking Agreement.
(o) Each
Pool Receivable included in the calculation of Eligible Receivables is an Eligible Receivable.
2. Conditions
Precedent to All Purchases and Reinvestments. Each purchase (except as expressly set forth in Section 1.02(e)(vi) with respect
to the funding obligation of a Delaying Bank with respect to Delayed Funds on a Delayed Funding Date) (including the initial purchase)
and each reinvestment in the Pool Receivables 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 reasonably 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, week or day, respectively, and demonstrating
that after giving effect to such purchase no Event of Termination or Incipient Event of Termination under paragraph (i) of Exhibit V
would occur;
II-2
(b) on
the date of such purchase or reinvestment pursuant to Section 1.04(b)(ii) of the Agreement, the following statements
shall be true (and acceptance of the proceeds of such purchase or reinvestment shall be deemed a representation and warranty by the Seller
that such statements are then true), except that the statement in clause (iii) below is required to be true only if such purchase
or reinvestment is by a Purchaser:
(i) the
representations and warranties contained in Exhibit III are correct in all material respects (except for those representations
and warranties that are conditioned by materiality, material adverse effect or a similar qualification, which shall be correct in all
respects) on and as of the date of such purchase or reinvestment as though made on and as of such date, except to the extent such representations
and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been correct in all
material respects (except for those representations and warranties that are conditioned by materiality, material adverse effect or a similar
qualification, which shall have been correct in all respects) on and as of such earlier date;
(ii) no
event has occurred and is continuing, or would reasonably be expected to result from such purchase or reinvestment, that constitutes an
Event of Termination or an Incipient Event of Termination; and
(iii) the
Administrative Agent, at the direction of any Purchaser Agent, shall not have given the Seller at least one Business Day’s
notice that the Purchasers for which such Purchaser Agent acts 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 pursuant to the terms of the Agreement.
II-3
EXHIBIT III
REPRESENTATIONS AND WARRANTIES
The Seller represents and warrants
as follows:
(a) The
Seller is a limited liability company duly formed, validly existing and in good standing under the laws of Delaware, and is duly qualified
to do business, and is in good standing (if applicable), in every jurisdiction where the nature of its business requires it to be so qualified
and in good standing (if applicable), except where the failure to be so qualified or, to the extent applicable, in good standing would
not reasonably be expected to have a Material Adverse Effect on the Seller.
(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 limited liability company 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 the Seller or its property or (4) any order,
writ, judgment, award, injunction or decree binding on the Seller or its property, in each case for clauses (2) through (4) where
such contravention would reasonably be expected to have a material adverse effect on the collectability of any Pool Receivable or a Material
Adverse Effect on the Seller or a material adverse effect on the Seller’s ability to perform its obligations hereunder or under
any other Transaction Document, 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 or permitted by any Transaction Document), except as would
not reasonably be expected to have a Material Adverse Effect. 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 which are referred to herein 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).
III-1
(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, except as may have previously been disclosed to the Administrative Agent and each Purchaser 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 (as defined in the Credit Agreement) pursuant to the Credit Agreement and at such time each of Scotia Capital, PNC, MUFG, Truist,
TD and Regions are Revolving Credit Lenders (as defined therein) thereunder, such waiver or extension will be deemed to have been made
with respect to the delivery of such financials under this Agreement; provided, that written notice of the request for such waiver
or extension is delivered by the Collection Agent to the Administrative Agent (for distribution to the Purchaser Agents) promptly after
such request being sent to the Revolving Credit Lenders under the Credit 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.
(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 would reasonably be expected to 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 that 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 under or permitted by any Transaction Document). 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. 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.
III-2
(i) Each
Periodic 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.
(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 of all the Controlled Account Banks, together with the account numbers of the Controlled Account of the Seller at such Controlled
Account Bank, are specified in Annex F hereto (or, subject to paragraph (h) of Exhibit IV, 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).
The names of all the Collection Account Banks, together with the account numbers of the Collection Accounts of the Seller at such Collection
Account Bank, are specified in Annex F hereto (or, subject to paragraph (h) of Exhibit IV, at such other Collection
Account Bank and/or with such other Collection 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 this Agreement
other than those relating to the transactions evidenced by the Existing Agreement, 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 Originator or (ii) shall have purchased such Pool Receivable from the Originator in exchange for payment (made by the
Seller to the Originator 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 Originator to the Seller and no such sale is voidable or subject to avoidance under any
section of the Federal Bankruptcy Code.
III-3
(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 H, 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 H hereto adversely affects the enforceability of ENB Receivables or the interests of
the Seller or the Investors therein in any material respect, such amendment shall require the written consent of the Purchaser Agents.
(q) The
Seller is not, nor, to the best of the Seller’s knowledge, is it owned or controlled by Persons that are: (i) the target of
any sanctions under any Sanctions Laws, or (ii) located, organized or resident in a country or territory that is, or whose government
is, the subject of sanctions administered or enforced by the government of the United States or Canada under any Sanctions Law.
(r) Neither
the entering into of this Agreement, the sale, assignment and transfer of the Receivable Interests hereunder nor the consummation of any
other transactions contemplated hereby will result in the acquisition by the Administrative Agent or any of the Investors of an “ownership
interest” (as defined under the Volcker Rule) in the Seller.
(s) The
Seller has not issued any LCR Securities, and the Seller is a consolidated subsidiary of the Parent under generally accepted accounting
principles in the United States in effect from time to time.
(t) The
Seller is an entity that is organized under the laws of the United States or of any State thereof and at least 51% of whose common stock
or analogous equity interest is owned by a listed entity and is excluded on that basis from the definition of “Legal Entity Customer”
as defined in the Beneficial Ownership Regulation.
III-4
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.
(i) 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 collectability of the Receivables Pool, taken as a whole, or the ability of the Seller to perform its obligations under the
Transaction Documents.
(ii) The
Seller will not, directly or indirectly, use the proceeds of the purchase of Receivable Interests in the Pool Receivables, or lend, contribute
or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person, in any manner that would result in
a violation of Sanctions Laws by any Person (including any Investor).
(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 the Originator will
timely and fully perform and comply in all material respects with all 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.
IV-1
(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 (other than any Adverse Claim arising under or permitted by any Transaction Document) 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. The Seller will not
grant or suffer to exist any lien, security interest or other charge or encumbrance or control over the Collection Accounts (other than
any lien, security interest or other charge or encumbrance or control in favor of the Administration Agent created or granted under a
Transaction Document).
(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, (i) extend the maturity or adjust the Outstanding Balance or otherwise modify the terms of any Pool Receivable in a manner
inconsistent with the Credit and Collection Policy, that would result in the Dilution of such Pool Receivable or that would otherwise
prevent such Pool Receivable from being an Eligible Receivable unless, in each case, the Seller shall have been deemed to have received
a Collection in respect of such Pool Receivable, or (ii) amend, modify or waive in any material respect any term or condition relating
to payments under or enforcement 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 collectability of the Receivables Pool or
the ability of the Seller to perform its obligations under the Agreement, except as may otherwise be agreed in writing by the Administrative
Agent and each Purchaser Agent.
(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
Collection Account Bank and subject to a Collection Account Agreement.
(h) Addition
or Termination of Controlled Account Bank or Controlled Account Agreement or of Collection Account Bank or Collection Account Agreement;
Addition or Closure of Controlled Account or Collection Account. 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 Agreement with any terminated Controlled Account Bank, executed copies of a
Controlled Account Agreement with each newly added Controlled Account Bank and an updated Annex F to the Agreement reflecting any
such addition or termination. The Seller will not add or close or cause or permit the addition or closure of any Controlled Account from
those listed in Annex F to the Agreement, unless the Administrative Agent shall have received notice of such addition or closure,
executed copies of a new Controlled Account Agreement and/or an existing Controlled Account Agreement amended to cover each newly added
Controlled Account, and an updated Annex F to the Agreement reflecting any such addition or closure, and, in the case of any closure,
there shall be at least one remaining Controlled Account. 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. The Seller will not add or terminate
or cause or permit the addition or termination of any bank as a Collection Account Bank from those listed in Annex F to the Agreement
or terminate any Collection Account Agreement, unless the Administrative Agent shall have received notice of such addition or termination
of a Collection Account Bank, notice of the termination of the Collection Account Agreement with any terminated Collection Account Bank,
executed copies of a Collection Account Agreement with each newly added Collection Account Bank and an updated Annex F to the Agreement
reflecting any such addition or termination. The Seller will not add or close or cause or permit the addition or closure of any Collection
Account from those listed in Annex F to the Agreement, unless the Administrative Agent shall have received notice of such addition
or closure, executed copies of a new Collection Account Agreement and/or an existing Collection Account Agreement amended to cover each
newly added Collection Account, and an updated Annex F to the Agreement reflecting any such addition or closure, and, in the case
of any closure, there shall be at least one remaining Collection Account. The Seller will not permit any provision of any Collection Account
Agreement to be changed, amended, modified or waived without the prior written consent of the Administrative Agent.
IV-2
(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 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 issue any instructions to be so deposited or credited, to the Controlled Account
cash or cash proceeds other than Collections of Pool Receivables and the proceeds of Excluded Receivables. The Seller will not deposit
or otherwise credit, or cause or issue any instructions to be so deposited or credited, to the Collection Accounts cash or cash proceeds
other than Collections of Pool Receivables, the proceeds of Excluded Receivables, and to the limited extent permitted herein, Identifiable
Combined Assets. The Seller will use its commercially reasonable efforts to not cause any proceeds of Excluded Receivables to be transferred
or deposited into the Controlled Account and, in the event any such proceeds of Excluded Receivables are so transferred or deposited into
the Controlled Account, the Seller will transfer, or cause to be transferred (and the Collection Agent agrees to transfer), such proceeds
to the Originator within one Business Day of the day on which the Seller becomes aware that such proceeds are transferred or deposited
into the Controlled Account (but in no event more than two Business Days after the date on which such proceeds are transferred or
deposited into the Controlled Account).
(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:
(i) as
soon as available and in any event within 60 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 (as defined in the Credit Agreement) pursuant
to the Credit Agreement and at such time each of Scotia Capital, PNC, MUFG, Truist, TD and Regions are Revolving Credit Lenders (as defined
therein) thereunder, such waiver or extension will be deemed to have been made with respect to the delivery of such financials under this
Agreement; provided that written notice of the request for such waiver or extension is delivered by the Collection Agent to the
Administrative Agent (for distribution to the Purchaser Agents) promptly after such request being sent to the Revolving Credit Lenders
under the Credit Agreement;
IV-3
(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 of recognized national standing; 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 each of Scotia Capital, PNC, MUFG, Truist, TD and Regions are Revolving Credit Lenders (as defined therein)
thereunder, such waiver or extension will be deemed to have been made with respect to the delivery of such financials under this Agreement;
provided that written notice of the request for such waiver or extension is delivered by the Collection Agent to the Administrative
Agent (for distribution to the Purchaser Agents) promptly after such request being sent to the Revolving Credit Lenders under the Credit
Agreement;
(iii) promptly
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 SEC 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, reasonably be expected to have a Material Adverse Effect;
(vi) promptly
and in any event within 30 days after any change in the name of the Originator or the Seller, a notice setting forth the new name and
the effective date thereof and UCC-3 amendments to all then existing UCC-1 financing statements filed in connection with the Transaction
Documents;
IV-4
(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 Originator has, pursuant to the Purchase Agreement, stopped selling or contributing to the Seller 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, the Originator under the Purchase Agreement;
(xi) promptly,
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 Originator and any governmental authority that, in either case, if not cured or if adversely determined, as
the case may be, would reasonably be expected to have a Material Adverse Effect on the Seller or the Originator, (b) litigation or
proceeding materially and adversely affecting the Seller’s or the Originator’s ability to perform its obligations under a
Transaction Document or (c) other litigation or proceeding that would reasonably be expected to have a Material Adverse Effect on
the Seller or the Originator; 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 and the Parent, taken as a whole.
The reporting requirements
set forth above are satisfied by filing any of the documentation specified in (i), (ii) and (iv) with the SEC through the EDGAR
electronic filing system.
(l) 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.
(i) The
Seller shall not direct or participate in the management of any of the Other Corporations’ operations.
IV-5
(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, UCC-1 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 opinions delivered pursuant
to Amendment No. 1718
to the Agreement, dated on or about June 618,
20252026.
IV-6
(m) Transaction
Documents. Subject to the waiver provisions set forth in Section 2.02, 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 Purchase
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 Originator 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 is outstanding, any Capital of or Yield on any
Receivable Interest is outstanding or any other amounts are owed by the Seller hereunder to the Investors, the Banks, the Administrative
Agent or the Purchaser Agents, 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 membership interests of the Seller, or return any capital to its members as such,
or purchase, retire, defease, redeem or otherwise acquire for value or make any payment in respect of any membership interests of the
Seller or any warrants, rights or options to acquire any such interests, now or hereafter outstanding; provided, however,
that the Seller may declare and pay cash dividends on its membership interests to its members 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
limited liability company law of the state of the Seller’s formation, and (iii) such dividends have been approved by all necessary
and appropriate company 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.
(t) Liquidity
Coverage Ratio. The Seller will not issue any LCR Security.
IV-7
EXHIBIT V
EVENTS OF TERMINATION
Each of the following, unless
waived in writing in accordance with Section 2.02, 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, and any such failure to transfer
or pay shall remain unremedied for three Business Days; or
(c) Any
representation or warranty made or deemed made by the Seller (or any of its 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, and such incorrectness or untruth is incapable
of remedy or, if capable of remedy, is not corrected or cured within 30 days of the earlier of any Responsible Officer of the Seller becoming
aware of such incorrectness or untruth or written notice thereof being given to the Seller by the Administrative Agent or any Purchaser
Agent; 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 in any material respect (or, if such term, covenant or agreement is qualified by materiality,
material adverse effect or a similar qualification, in any respect), and any such failure shall remain unremedied for 30 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 any Periodic Report pursuant to the Agreement, such failure shall remain unremedied for five days (with respect to a Monthly
Report) or two Business Days (with respect to a Daily Report or a Weekly Report)
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
V-1
(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 (other than any Adverse Claim arising under or permitted by any Transaction Document);
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 (other than any Adverse Claim
arising under or permitted by any Transaction Document), and such default is incapable of remedy or, if capable of remedy, (x) the
value of such percentage ownership or security interest shall not exceed $5,000,000 and (y) such default is not corrected or cured
within 10 Business Days of any Responsible Officer of the Seller becoming aware of such default or written notice thereof being given
to the Seller by the Administrative Agent or any Purchaser Agent; or
(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 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 Seller shall take any limited liability company
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:
(i) the
three-month rolling average of the Default Ratio shall exceed 2.75%; or
(ii) the
three-month rolling average of the Delinquency Ratio shall exceed 14.50%; or
(iii) the
Pool Balance Dilution Ratio shall exceed 1.75%; or
(iv) the
three-month rolling average Days Sales Outstanding shall exceed 70 days; or
(i) The
sum of the Receivable Interests shall be greater than 100% for a period of two Business Days; or
(j) There
shall have occurred any material adverse change in the business, operations, property or financial condition of the Seller or the Parent
and its Subsidiaries, taken as a whole, since the last publicly filed financial statements; or there shall have occurred any event that
would reasonably be expected to materially adversely affect (as determined by the Banks in their sole and absolute discretion) the collectability
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
V-2
(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 Monthly Report; provided
that if a more recent Weekly Report has been submitted pursuant to Section 4.02(g),
then based on such Weekly Report) shall for any two consecutive Business Days be less than 105% of the aggregate outstanding Capital (based
on the most recent Monthly Report; provided that if a more recent Weekly Report has been submitted pursuant to Section 4.02(g),
then based on such 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
Monthly Report to the Administrative Agent and the Purchaser Agents or the date such
Monthly Report should have been delivered (or, if a more recent Weekly Report has been or should have
been delivered to the Administrative Agent and the Purchaser Agents pursuant to Section 4.02(g),
the Seller shall not have cured such event within two Business Days after the date of delivery of such Weekly Report or the date such
Weekly Report should have been delivered); or
(m) [Reserved];
or
(n) Either
(A) a governmental authority with proper authority asserts that (i) the Seller is (or may be deemed) a “covered fund”
under the Volcker Rule, and (ii) the terms of this Agreement result in the acquisition by the Administrative Agent or any of the
Investors of an ownership interest (as defined in the Volcker Rule) in the Seller or (B) the Administrative Agent or the Investors
have reasonably determined that an event of the type described in the foregoing subclause (A) of this clause will, with notice or
lapse of time, occur.
V-3
EXHIBIT VI
COLLECTION AGENT DEFAULTS
Each of the following, unless
waived in writing by the Required 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 is the Collection Agent) (i) shall fail to perform or observe in any material respect
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 10 Business Days or (ii) shall fail to make when due any payment or deposit to be made by it under the
Transaction Documents and such failure to pay or deposit shall remain unremedied for three Business Days; 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 and any such failure to transfer shall remain unremedied for three Business Days; or
(c) Any representation
or warranty made or deemed made by the Collection Agent (or any of its 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, and such incorrectness or untruth is incapable
of remedy or, if capable of remedy, is not corrected or cured within 30 days of the earlier of the Collection Agent becoming aware of
such incorrectness or untruth or written notice thereof being given to the Collection Agent by the Administrative Agent or any Purchaser
Agent; 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 $200,000,000
(or, if higher, the cross default or acceleration threshold then set forth in the Credit Agreement) 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
VI-1
(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
(f)
There shall have occurred any material adverse change in the business, operations, property or financial condition of the Collection
Agent and its Subsidiaries, taken as a whole, since the last publicly filed financial statements; or there shall have occurred any event
that may materially adversely affect the collectability 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)
A breach by the Collection Agent of Section 8.9 (Fixed Charge Coverage Ratio) of the Credit Agreement at any time during a Covenant
Trigger Period (as defined in the Credit Agreement); or
(h)
A Change of Control of the Collection Agent or of the Originator shall occur.
VI-2
ANNEX B
ANNEX E TO PURCHASE
AGREEMENT
Omitted
XML — IDEA: XBRL DOCUMENT
XML
Filename: R1.htm · Sequence: 8
v3.26.1
Cover
Jun. 18, 2026
Entity Information [Line Items]
Document Type
8-K
Amendment Flag
false
Document Period End Date
Jun. 18, 2026
Entity File Number
001-14387
Entity Registrant Name
UNITED RENTALS, INC.
Entity Central Index Key
0001067701
Entity Tax Identification Number
06-1522496
Entity Incorporation, State or Country Code
DE
Entity Address, Address Line One
100 First Stamford Place
Entity Address, Address Line Two
Suite 700
Entity Address, City or Town
Stamford
Entity Address, State or Province
CT
Entity Address, Postal Zip Code
06902
City Area Code
203
Local Phone Number
622-3131
Written Communications
false
Soliciting Material
false
Pre-commencement Tender Offer
false
Pre-commencement Issuer Tender Offer
false
Title of 12(b) Security
Common Stock, $.01 par value, of
United Rentals, Inc.
Trading Symbol
URI
Security Exchange Name
NYSE
Entity Emerging Growth Company
false
United Rentals North America Inc [Member]
Entity Information [Line Items]
Document Type
8-K
Amendment Flag
false
Document Period End Date
Jun. 18, 2026
Entity File Number
001-13663
Entity Registrant Name
UNITED RENTALS (NORTH AMERICA), INC.
Entity Central Index Key
0001047166
Entity Tax Identification Number
86-0933835
Entity Incorporation, State or Country Code
DE
Written Communications
false
Soliciting Material
false
Pre-commencement Tender Offer
false
Pre-commencement Issuer Tender Offer
false
Entity Emerging Growth Company
false
X
- Definition
Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
No definition available.
+ Details
Name:
dei_AmendmentFlag
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Area code of city
+ References
No definition available.
+ Details
Name:
dei_CityAreaCode
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
No definition available.
+ Details
Name:
dei_DocumentPeriodEndDate
Namespace Prefix:
dei_
Data Type:
xbrli:dateItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
No definition available.
+ Details
Name:
dei_DocumentType
Namespace Prefix:
dei_
Data Type:
dei:submissionTypeItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Address Line 1 such as Attn, Building Name, Street Name
+ References
No definition available.
+ Details
Name:
dei_EntityAddressAddressLine1
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Address Line 2 such as Street or Suite number
+ References
No definition available.
+ Details
Name:
dei_EntityAddressAddressLine2
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the City or Town
+ References
No definition available.
+ Details
Name:
dei_EntityAddressCityOrTown
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Code for the postal or zip code
+ References
No definition available.
+ Details
Name:
dei_EntityAddressPostalZipCode
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the state or province.
+ References
No definition available.
+ Details
Name:
dei_EntityAddressStateOrProvince
Namespace Prefix:
dei_
Data Type:
dei:stateOrProvinceItemType
Balance Type:
na
Period Type:
duration
X
- Definition
A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityCentralIndexKey
Namespace Prefix:
dei_
Data Type:
dei:centralIndexKeyItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Indicate if registrant meets the emerging growth company criteria.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityEmergingGrowthCompany
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
No definition available.
+ Details
Name:
dei_EntityFileNumber
Namespace Prefix:
dei_
Data Type:
dei:fileNumberItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Two-character EDGAR code representing the state or country of incorporation.
+ References
No definition available.
+ Details
Name:
dei_EntityIncorporationStateCountryCode
Namespace Prefix:
dei_
Data Type:
dei:edgarStateCountryItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
+ References
No definition available.
+ Details
Name:
dei_EntityInformationLineItems
Namespace Prefix:
dei_
Data Type:
xbrli:stringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityRegistrantName
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityTaxIdentificationNumber
Namespace Prefix:
dei_
Data Type:
dei:employerIdItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Local phone number for entity.
+ References
No definition available.
+ Details
Name:
dei_LocalPhoneNumber
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
+ Details
Name:
dei_PreCommencementIssuerTenderOffer
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
+ Details
Name:
dei_PreCommencementTenderOffer
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Title of a 12(b) registered security.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
+ Details
Name:
dei_Security12bTitle
Namespace Prefix:
dei_
Data Type:
dei:securityTitleItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the Exchange on which a security is registered.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
+ Details
Name:
dei_SecurityExchangeName
Namespace Prefix:
dei_
Data Type:
dei:edgarExchangeCodeItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
+ Details
Name:
dei_SolicitingMaterial
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Trading symbol of an instrument as listed on an exchange.
+ References
No definition available.
+ Details
Name:
dei_TradingSymbol
Namespace Prefix:
dei_
Data Type:
dei:tradingSymbolItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
+ Details
Name:
dei_WrittenCommunications
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Details
Name:
dei_LegalEntityAxis=uri_UnitedRentalsNorthAmericaIncMember
Namespace Prefix:
Data Type:
na
Balance Type:
Period Type: