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, FAIRWAY FINANCE COMPANY, LLC (Fairway), a Delaware limited liability company (each of Liberty, Gotham and Fairway, 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), THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.
, NEW YORK BRANCH (BTMU), as a Bank and as purchaser agent for Gotham (the Gotham Purchaser Agent), SUNTRUST BANK (ST), as a Bank and as purchaser agent for itself (the ST Purchaser Agent), BANK OF MONTREAL (BMO), as a Bank and as purchaser agent for Fairway (the Fairway Purchaser Agent), and THE TORONTO-DOMINION BANK (TD), as a Bank and as purchaser agent for itself (the TD Purchaser Agent, and together with the Liberty Purchaser Agent, the PNC Purchaser Agent, the Gotham Purchaser Agent, the ST Purchaser Agent and the Fairway Purchaser Agent, the Purchaser Agents), agree as follows:
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).