AMENDED AND RESTATED PURCHASE AND CONTRIBUTION AGREEMENT

Exhibit 10.1

AMENDED AND RESTATED PURCHASE AND CONTRIBUTION AGREEMENT

Dated as of December 22, 2008

between

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

as Originators

UNITED RENTALS, INC.,

as Collection Agent

and

UNITED RENTALS RECEIVABLES LLC II

as Buyer

TABLE OF CONTENTS

i

ii

AMENDED AND RESTATED PURCHASE AND CONTRIBUTION AGREEMENT

Dated as of December 22, 2008

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

PRELIMINARY STATEMENTS

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

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

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

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

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

          NOW, THEREFORE, the parties agree as follows:

ARTICLE I

DEFINITIONS

           SECTION 1.01     Certain Defined Terms .

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

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

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

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

          “ Alternate Base Rate ” means:

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

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

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

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

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

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

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

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

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

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

2

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

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

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

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

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

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

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

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

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

3

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

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

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

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

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

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

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

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

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

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

4

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

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

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

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

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

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

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

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

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

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

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

5

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

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

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

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

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

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

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

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

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

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

6

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

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

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

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

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

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

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

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

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

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

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

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

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

7

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

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

           SECTION 1.02    Other Terms .

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

ARTICLE II

AMOUNTS AND TERMS OF PURCHASES AND CONTRIBUTIONS

           SECTION 2.01    Facility .

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

           SECTION 2.02    Making Purchases .

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

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

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

8

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

           SECTION 2.03    Contributions .

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

           SECTION 2.04    Collections .

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

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

9

           SECTION 2.05    Settlement Procedures .

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

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

           SECTION 2.06    Payments and Computations, Etc .

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

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

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

ARTICLE III

CONDITIONS OF PURCHASES

           SECTION 3.01    Conditions Precedent to Initial Purchase from the Originators .

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

10

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

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

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

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

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

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

11

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

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

           SECTION 3.02    Conditions Precedent to All Purchases and Contributions .

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

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

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

             &nbs