Common use of REPRESENTATIONS AND WARRANTIES OF THE ORIGINATORS Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF THE ORIGINATORS. The Originators represent and warrant that as of the date hereof and as of the date of the Purchase: (a) Each of the Originators is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation and is duly qualified to do business, and is in good standing, in every jurisdiction in which the nature of its business requires it to be so qualified and the failure to do so could reasonably be expected to have a Material Adverse Effect. (b) The execution, delivery and performance by the Originators of this Agreement and all other Originator Documents to be entered into by them, including the Originators' use of the proceeds of the Purchase, are within each Originator's corporate powers, have been duly authorized by all necessary corporate action, do not contravene (i) each Originator's charter or by-laws, (ii) any law, rule or regulation applicable to the Originators, (iii) any contractual restriction binding on or affecting each Originator or its property or (iv) any order, writ, judgment, award, injunction or decree binding on or affecting each Originator or its property, and do not result in or require the creation of any Adverse Claim upon or with respect to any of its properties (other than in favor of the Buyer with respect to the Transferred Assets); and no transaction contemplated hereby requires compliance with any bulk sales act or similar law. This Agreement and each other Originator Document to be entered into by the Originators have each been duly executed and delivered by the Originators. (c) This Agreement and each other Originator Document to be entered into by the Originators constitute the legal, valid and binding obligation of the Originators enforceable against each Originator in accordance with their respective terms subject to bankruptcy and similar laws affecting creditors generally and principles of equity. (d) 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 Originators of this Agreement or any other Originator Document to be entered into by them, except for the filing of the UCC financing statements referred to in ARTICLE III, all of which financing statements have been duly executed and are in proper form for filing in the relevant jurisdictions. (e) No filing, recording, notice or acknowledgment is necessary in any jurisdiction to provide third parties with notice of the sale of the Receivables herein contemplated, and to give to the Buyer a first priority perfected security interest in such Receivables, except for (i) the filing of the UCC financing statements referred to in ARTICLE III, all of which financing statements have been duly executed and are in proper form for filing in the relevant jurisdictions and (ii) the delivery of the notices of change of ownership referred to in ARTICLE III, all of which notices of change of ownership have been duly executed and are in proper form for delivery to the relevant Reinsurance Companies. (i) Each Originator has furnished to the Buyer and the Deal Agent (A) copies of the audited consolidated balance sheets of each Originator and its consolidated subsidiaries as at June 30, 1998, and the related audited consolidated statements of income, shareholders' equity and cash flows for the fiscal year of each Originator and its consolidated subsidiaries then ended reported on by June 30, 1998, which financial statements present fairly in all material respects in accordance with GAAP the financial position of each Originator and its consolidated subsidiaries as at June 30, 1998, and the results of operations of each Originator and its consolidated subsidiaries for the fiscal year of each Originator then ended, and (B) copies of the unaudited consolidated balance sheets of each Originator and its consolidated subsidiaries as at September 30, 1998, and the related unaudited consolidated statements of income, shareholders' equity and cash flows for the three-month period then ended, which financial statements present fairly in all material respects in accordance with GAAP the financial position of each Originator and its consolidated subsidiaries as at September 30, 1998, and the results of operations of each Originator and its consolidated subsidiaries for the three-month period then ended; and (ii) since September 30, 1998, (A) no material adverse change has occurred in the business, assets, liabilities, financial condition, or results of operations or business prospects of each Originator and its subsidiaries taken as a whole, and (B) no event has occurred or failed to occur which has had, or may have, singly or in the aggregate, a Material Adverse Effect. (g) There is no pending or threatened action or proceeding affecting any Originator or any subsidiaries of any Originator before any court, governmental agency or arbitrator that could reasonably be expected to have a Material Adverse Effect. None of the Originators, or any subsidiary of any Originator is in default with respect to any order of any court, arbitrator or governmental body except for defaults with respect to orders of governmental agencies which defaults are not material to the business or operations of the Originators or any subsidiary of any of the Originators. (h) No proceeds of the Purchase will be used by the Originators to acquire any security in any transaction which is subject to Section 13 or 14 of the Securities Exchange Act of 1934, as amended. (i) Immediately prior to the Purchase hereunder, each Receivable to be sold hereunder, together with the Contract related thereto and the other Transferred Assets relating thereto, is owned by the applicable Originator free and clear of any Adverse Claim except as provided herein or permitted hereby, and the Buyer shall acquire all of such Originator's right, title and interest in such Transferred Assets and a valid and perfected first priority ownership interest in each such Receivable then existing or thereafter arising and in the Related Security and Collections with respect thereto, free and clear of any Adverse Claim except as created hereby or by the Buyer in the Receivables Purchase Agreement or any related document. No effective financing statement or other instrument similar in effect covering any Transferred Assets shall at any time be on file in any recording office except such as may be filed in favor of the Buyer relating to this Agreement or in favor of assignees of the Buyer under the Receivables Purchase Agreement. No notice of the change of ownership of any Transferred Assets shall at any time have been or be delivered to any Obligor except such as may be delivered to give notice of the change in ownership of the Transferred Assets comprised of Reinsurance Recoverables to the Buyer pursuant to this Agreement or to the assignees of the Buyer pursuant to the Receivables Purchase Agreement. The Purchase of the Transferred Assets by the Buyer constitute true and valid sales and transfers for consideration (and not merely a pledge of such Transferred Assets for security purposes), enforceable against creditors of the Buyers and no Transferred Assets shall constitute property of any Originator. (j) No information, exhibit, financial statement, document, book, record or report furnished or to be furnished by any Originator to the Buyer in connection with this Agreement is or will be inaccurate in any material respect as of the date it is or shall be dated or (except as otherwise disclosed to the Buyer, as the case may be, at such time) as of the date so furnished, and no such document contains or will contain any material misstatement of fact or omits or shall omit to state a material fact or any fact necessary to make the statements contained therein not misleading. (k) The principal place of business and chief executive office of the Originators and the offices where the Originators keep all the Records are located at the addresses of the Originators referred to in SECTION 9.02 hereof (or at such other locations as to which the notice and other requirements specified in SECTION 6.08 shall have been satisfied). (l) The names and addresses of all the Lock-Box Banks, together with the account numbers of the Lock-Box Accounts at such Lock-Box Banks and the names, addresses and account numbers of all accounts to which Collections of the Receivables outstanding before the Purchase hereunder have been sent, are specified in SCHEDULE III (which shall be deemed to be amended in respect of terminating or adding any Lock-Box Account or Lock-Box Bank upon satisfaction of the notice and other requirements specified in respect thereof). The Originators have no other lock-box accounts or similar deposit accounts for the collection of the Transferred Assets except for the Lock-Box Accounts. No Adverse Claim exists upon or with respect to any of the Lock-Box Accounts. (m) Except as described in SCHEDULE IV, none of the Originators has any trade names, fictitious names, assumed names or "doing business as" names or other names under which it has done (at any time during the five year period preceding the date hereof) or is currently doing business. (n) The Purchase Price constitutes reasonably equivalent value in consideration for the transfer to the Buyer of the Transferred Assets from the Originators and no such transfer shall have been made for or on account of an antecedent debt owed by any Originator to the Buyer and no such transfer is or may be voidable under any Section of the Bankruptcy Code. (o) Each Originator has received advice from its counsel which is consistent with the conclusions set forth in the legal opinion(s) of Xxxxx & Xxxxx, relating to the issues of substantive consolidation and true sale of the Receivables and the related property. (p) Each Originator is solvent at the time of (and immediately after) each transfer of Transferred Assets to the Buyer hereunder. (q) Each Originator has accounted for and has otherwise treated the Purchase of Transferred Assets hereunder in its books, records and financial statements as a sale to the Buyer, in each case consistent with GAAP and with the requirements set forth herein. (r) None of the Originators is an "investment company" or a company controlled by an "investment company" registered or required to be registered under the Investment Company Act, or otherwise subject to any other federal or state statute or regulation limiting its ability to incur indebtedness. (s) None of the Originators is engaged, principally or as one of its important activities, in the business of extending credit for the purpose of "purchasing" or "carrying" any "margin stock" (as each of the quoted terms is defined or used in Regulation T, U or X). No part of the proceeds of any Transferred Asset has been used for so purchasing or carrying margin stock or for any purpose which violates, or which would be inconsistent with, the provisions of Regulation T, U or X.

REPRESENTATIONS AND WARRANTIES OF THE ORIGINATORS. The Originators represent Each Originator represents and warrant that warrants as of the date hereof and as of the date of the Purchasefollows: (a) Each of the Originators Such Originator is a corporation duly incorporated, an organization validly existing and in good standing under the laws of its the jurisdiction of incorporation its organization, and is duly qualified to do business, and is in good standing, in every jurisdiction in which where the nature of its business requires it to be so qualified and qualified, except where the failure to do be so could qualified or in good standing would not reasonably be expected to have a Material Adverse Effect. (b) The execution, delivery and performance by the Originators such Originator of this Agreement and all other Originator Documents each Transaction Document to be entered into by themwhich it is a party, including the Originators' use of the proceeds of the Purchase, (i) are within each such Originator's corporate ’s organizational or limited partnership powers, (ii) have been duly authorized by all necessary corporate organizational or limited partnership action, (iii) do not contravene (i1) each such Originator's ’s charter or by-lawslaws or limited partnership agreement, (ii2) any law, rule or regulation applicable to the Originatorssuch Originator, (iii3) any contractual or limited partnership agreement restriction binding on or affecting each such Originator or its property property, the violation of which could reasonably be expected to have a Material Adverse Effect on the collectibility of any outstanding Receivable or a Material Adverse Effect on such Originator or (iv4) any order, writ, judgment, award, injunction or decree binding on or affecting each such Originator or its property, and (iv) do not result in or require the creation of any Adverse Claim upon or with respect to any of its properties (other than except for the transfer of such Originator’s interest in favor of the Buyer with respect to the Transferred AssetsReceivables pursuant to this Agreement); and no transaction contemplated hereby requires compliance with any bulk sales act or similar law. This Agreement and each other Originator Document to be entered into by the Originators have each has been duly executed and delivered by the Originatorsa duly authorized officer of such Originator. (c) This Agreement and each other Originator Document to be entered into by the Originators constitute the legal, valid and binding obligation of the Originators enforceable against each Originator in accordance with their respective terms subject to bankruptcy and similar laws affecting creditors generally and principles of equity. (d) 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 Originators such Originator of this Agreement or any other Originator Document document to be entered into by themdelivered hereunder, except for the filing of the UCC financing statements which are referred to in ARTICLE III, all herein other than those which have been obtained; provided that the right of any assignee of a Receivable the obligor of which financing statements 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 Buyer shall not have been duly executed 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 are binding obligation of such Originator enforceable against such Originator in proper form for filing 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 the relevant jurisdictionsa proceeding in equity or at law). (e) No filingSales and contributions made pursuant to this Agreement will constitute a valid sale, recordingtransfer and assignment of the Transferred Receivables to the Buyer, notice or acknowledgment is necessary enforceable against creditors of, and purchasers from, such Originator. Such Originator shall have no remaining property interest in any jurisdiction to provide third parties with notice of the sale of the Receivables herein contemplated, and to give to the Buyer a first priority perfected security interest in such Receivables, except for (i) the filing of the UCC financing statements referred to in ARTICLE III, all of which financing statements have been duly executed and are in proper form for filing in the relevant jurisdictions and (ii) the delivery of the notices of change of ownership referred to in ARTICLE III, all of which notices of change of ownership have been duly executed and are in proper form for delivery to the relevant Reinsurance CompaniesTransferred Receivable. (if) Each Originator has The consolidated balance sheets of United Rentals and its Subsidiaries as at the end of its most recent fiscal year, and the related consolidated statements of income and retained earnings of United Rentals and its Subsidiaries for such fiscal year, copies of which have been or will be furnished to the Buyer and the Deal Agent (Ain accordance with Section 5.01(i) copies of the audited consolidated balance sheets of each Originator and its consolidated subsidiaries as at June 30below, 1998, and the related audited consolidated statements of income, shareholders' equity and cash flows for the fiscal year of each Originator and its consolidated subsidiaries then ended reported on by June 30, 1998, which financial statements fairly present fairly 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 GAAP the financial position of each Originator and its consolidated subsidiaries as at June 30, 1998consistently applied, and since the results end of operations of each Originator and its consolidated subsidiaries for the most recent fiscal year of each Originator then ended, and (B) copies of the unaudited consolidated balance sheets of each Originator and its consolidated subsidiaries as at September 30, 1998, and the related unaudited consolidated statements of income, shareholders' equity and cash flows for the three-month period then ended, which financial statements present fairly in all material respects in accordance with GAAP the financial position of each Originator and its consolidated subsidiaries as at September 30, 1998, and the results of operations of each Originator and its consolidated subsidiaries for the three-month period then ended; and (ii) since September 30, 1998, (A) there has been no material adverse change has occurred in the business, assetsoperations, liabilities, property or financial condition, or results condition of operations or business prospects of each Originator United Rentals and its subsidiaries taken Subsidiaries, except as a whole, and (B) no event has occurred or failed may have previously been disclosed to occur which has had, or may have, singly or in the aggregate, a Material Adverse EffectBuyer. (g) There is no pending or or, to such Originator’s knowledge, threatened action or proceeding affecting any Originator or any subsidiaries of any such Originator before any court, governmental agency or arbitrator that could reasonably be expected which may materially adversely affect the financial condition or operations of such Originator or the ability of such Originator to have a Material Adverse Effect. None of the Originatorsperform its obligations under this Agreement, or any subsidiary which purports to affect the legality, validity or enforceability of any this Agreement; such Originator is not in default with respect to any order of any court, arbitrator arbitration or governmental body except for defaults with respect to orders of governmental agencies which defaults are not material to the business or operations of the Originators or any subsidiary of any of the Originatorssuch Originator. (h) No proceeds of the Purchase any purchase will be used by the Originators to acquire any equity security in any transaction of a class which is subject registered pursuant to Section 13 or 14 12 of the Securities Exchange Act of 1934, as amended. (i) Immediately prior to the Purchase hereunder, each Receivable to be sold hereunderEach Transferred Receivable, together with the Contract related thereto and the other Transferred Assets relating theretoRelated Security, is owned (prior to its sale or contribution hereunder) by the applicable Originator free and clear of any Adverse Claim except (other than any Adverse Claim arising solely as provided herein or permitted hereby, and the result of any action taken by the Buyer). When the Buyer makes a purchase or receives a contribution of a Contributed Receivable it shall acquire all valid ownership of such Originator's right, title each Transferred Receivable and interest in such Transferred Assets and a valid and perfected first priority ownership interest in each such Receivable then existing or thereafter arising and in the Related Security and Collections with respect thereto, thereto free and clear of any Adverse Claim except (other than any Adverse Claim arising solely as created hereby or the result of any action taken by the Buyer Buyer); provided, that the interest of the Originators in Receivables that represent proceeds of the sale of equipment that has been leased to an Originator may be subject to the lien of the lessor thereof; provided, further, that the right of any assignee of Receivables Purchase Agreement 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 related documentsimilar applicable law to the extent the applicable Originator or Borrower and/or any assignee thereof shall not have complied with the applicable provisions of any such law in connection with the assignment or subsequent reassignment of any such Receivable. No effective financing statement or other instrument similar in effect covering any Contract or any Transferred Assets shall at Receivable, any time be interest therein, the Related Security or Collections with respect thereto is on file in any recording office office, except such as may be filed those tiled in favor of the Buyer relating to this Agreement or in favor of assignees of the Buyer under the Receivables Purchase Agreement. No notice of the change of ownership of any Transferred Assets shall at any time have been or be delivered to any Obligor except such as may be delivered to give notice of the change in ownership of the Transferred Assets comprised of Reinsurance Recoverables to the Buyer pursuant to this Agreement or to the assignees of the Buyer and those filed pursuant to the Receivables Purchase Agreement. The Purchase of the Transferred Assets by the Buyer constitute true and valid sales and transfers for consideration (and not merely a pledge of such Transferred Assets for security purposes), enforceable against creditors of the Buyers and no Transferred Assets shall constitute property of any Originator. (j) No Each report, information, exhibit, financial statement, document, book, record or report furnished or to be furnished at any time by any the Originator to the Buyer in connection with this Agreement is or will be inaccurate true, complete and accurate in any all material respect respects as of the its date it is or shall be dated or (except as otherwise disclosed to the Buyer, as the case may be, Buyer at such time) as of the date so furnished, and no such document contains or will contain any material misstatement of fact or omits or shall omit to state a material fact or any fact necessary to make the statements contained therein not misleading. (k) The principal place of business and chief executive office of the Originators Originator and the offices office where the Originators keep all Originator keeps its records concerning the Records Transferred Receivables are located at the address or addresses of the Originators referred to in SECTION 9.02 hereof (or at such other locations as to which the notice and other requirements specified in SECTION 6.08 shall have been satisfiedSection 5.01(b). (l) Such Originator is not known by and does not use, nor has it been known by or used within the past five years, any tradename or doing-business-as name. (m) With respect to any programs used by the Originator in the servicing of the Receivables, no sublicensing agreements are necessary in connection with the designation of a new Collection Agent so that such new Collection Agent shall have the benefit of such programs (it being understood, however, that the Collection Agent, if other than United Rentals, shall be required to be bound by a confidentiality agreement reasonably acceptable to the Originators). (n) All sales, excise or other taxes with respect to the merchandise, insurance or services which are the subject of any Contract for a Receivable have been paid by the Originator when due. (o) The names and addresses of all the Lock-Box BanksCollection Account Banks and Controlled Account Bank, together with the account numbers of the Lock-Box Collection Accounts at such Lock-Box Banks and the names, addresses and account numbers of all accounts to which Collections of the Receivables outstanding before the Purchase hereunder have been sentControlled Account, are specified in SCHEDULE III Annex B (which shall be deemed to be amended in respect of terminating or adding any Lock-Box Account or Lock-Box Bank upon satisfaction of as the notice and other requirements specified in respect thereof). The Originators have no other lock-box accounts or similar deposit accounts for the collection of the Transferred Assets except for the Lock-Box Accounts. No Adverse Claim exists upon or with respect to any of the Lock-Box Accounts. (m) Except as described in SCHEDULE IV, none of the Originators has any trade names, fictitious names, assumed names or "doing business as" names or other names under which it has done (at any time during the five year period preceding the date hereof) or is currently doing business. (n) The Purchase Price constitutes reasonably equivalent value in consideration for the transfer to the Buyer of the Transferred Assets from the Originators and no such transfer shall have been made for or on account of an antecedent debt owed by any Originator to the Buyer and no such transfer is or same may be voidable under any updated from time to time pursuant to Section of the Bankruptcy Code. (o) Each Originator has received advice from its counsel which is consistent with the conclusions set forth in the legal opinion(s) of Xxxxx & Xxxxx, relating to the issues of substantive consolidation and true sale of the Receivables and the related property5.01(g)). (p) Each All right, title and interest of such Originator is solvent at in and to, and exclusive dominion and control in respect of the time of (and immediately after) each transfer of Transferred Assets to the Buyer hereunder. (q) Each Controlled Account has been transferred by such Originator has accounted for and has otherwise treated the Purchase of Transferred Assets hereunder in its books, records and financial statements as a sale to the Buyer, in each case consistent with GAAP or its designee, free and with the requirements set forth herein. (r) None of the Originators is an "investment company" or a company controlled by an "investment company" registered or required to be registered under the Investment Company Act, or otherwise subject to any other federal or state statute or regulation limiting its ability to incur indebtedness. (s) None of the Originators is engaged, principally or as one of its important activities, in the business of extending credit for the purpose of "purchasing" or "carrying" any "margin stock" (as each of the quoted terms is defined or used in Regulation T, U or X). No part of the proceeds clear of any Transferred Asset has been used for so purchasing or carrying margin stock or for any purpose which violates, or which would be inconsistent with, the provisions of Regulation T, U or X.Adverse Claim.

REPRESENTATIONS AND WARRANTIES OF THE ORIGINATORS. The Originators represent and warrant that as of the date hereof hereof, as of the date of the Initial Purchase and as of the date of the each subsequent Purchase: (a) Each of the Originators is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation and is duly qualified to do business, and is in good standing, in every jurisdiction in which the nature of its business requires it to be so qualified and the failure to do so could reasonably be expected to have a Material Adverse Effect. (b) The execution, delivery and performance by the Originators of this Agreement and all other Originator Documents to be entered into by them, including the Originators' use of the proceeds of the PurchasePurchases, are within each Originator's corporate powers, have been duly authorized by all necessary corporate action, do not contravene (i) each Originator's charter or by-laws, (ii) any law, rule or regulation applicable to the Originators, (iii) any contractual restriction binding on or affecting each Originator or its property or (iv) any order, writ, judgment, award, injunction or decree binding on or affecting each Originator or its property, and do not result in or require the creation of any Adverse Claim upon or with respect to any of its properties (other than in favor of the Buyer with respect to the Transferred Assets); and no transaction contemplated hereby requires compliance with any bulk sales act or similar law. This Agreement and each other Originator Document to be entered into by the Originators have each been duly executed and delivered by the Originators. (c) This Agreement and each other Originator Document to be entered into by the Originators constitute the legal, valid and binding obligation of the Originators enforceable against each Originator in accordance with their respective terms subject to bankruptcy and similar laws affecting creditors generally and principles of equity. (d) 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 Originators of this Agreement or any other Originator Document to be entered into by them, except for the filing of the UCC financing statements referred to in ARTICLE Article III, all of which financing statements have been duly executed filed and are in proper form for filing in the relevant jurisdictionsfull force and effect. (ed) No filingThis Agreement and each other Originator Document to be entered into by the Originators constitute the legal, recording, notice or acknowledgment is necessary in any jurisdiction to provide third parties with notice valid and binding obligation of the sale Originators enforceable against each Originator in accordance with their respective terms subject to bankruptcy and similar laws affecting creditors generally and principles of the Receivables herein contemplated, and to give to the Buyer a first priority perfected security interest in such Receivables, except for (i) the filing of the UCC financing statements referred to in ARTICLE III, all of which financing statements have been duly executed and are in proper form for filing in the relevant jurisdictions and (ii) the delivery of the notices of change of ownership referred to in ARTICLE III, all of which notices of change of ownership have been duly executed and are in proper form for delivery to the relevant Reinsurance Companiesequity. (i) Each Originator OutSource International has furnished to the Buyer and the Deal Agent (A) copies of the audited consolidated balance sheets of each Originator OutSource International and its consolidated subsidiaries as at June 30December 31, 1998, and the related audited consolidated statements of income, shareholders' equity and cash flows for the fiscal year of each Originator OutSource International and its consolidated subsidiaries then ended reported on by June 30Deloitte & Touche, 1998LLP, which financial statements present fairly in all material respects in accordance with GAAP the financial position of each Originator OutSource International and its consolidated subsidiaries as at June 30December 31, 1998, and the results of operations of each Originator OutSource International and its consolidated subsidiaries for the fiscal year of each Originator OutSource International then ended, and (B) copies of the unaudited consolidated balance sheets of each Originator OutSource International and its consolidated subsidiaries as at September June 30, 19981999, and the related unaudited consolidated statements of income, shareholders' equity and cash flows for the three-month period then ended, which financial statements present fairly in all material respects in accordance with GAAP the financial position of each Originator OutSource International and its consolidated subsidiaries as at September June 30, 19981999, and the results of operations of each Originator OutSource International and its consolidated subsidiaries for the three-month period then ended; and (ii) since September June 30, 19981999, (A) no material adverse change has occurred in the business, assets, liabilities, financial condition, or results of operations or business prospects of each Originator OutSource International and its subsidiaries taken as a whole, and (B) no event has occurred or failed to occur which has had, or may have, singly or in the aggregate, a Material Adverse Effect. (gf) There is no pending or threatened action or proceeding affecting any Originator or any subsidiaries of any Originator before any court, governmental agency or arbitrator that could reasonably be expected to have a Material Adverse Effect. None of the Originators, or any subsidiary of any Originator is in default with respect to any order of any court, arbitrator or governmental body except for defaults with respect to orders of governmental agencies which defaults are not material to the business or operations of the Originators or any subsidiary of any of the Originators. (hg) No proceeds of the any Purchase will be used by the Originators to acquire any security in any transaction which is subject to Section 13 or 14 of the Securities Exchange Act of 1934, as amended. (ih) Immediately prior to the each Purchase hereunder, each Receivable to be sold hereunder, together with the Contract related thereto and the other Transferred Assets relating thereto, is owned by the applicable Originator free and clear of any Adverse Claim except as provided herein or permitted hereby, and the Buyer shall acquire all of such Originator's right, title and interest in such Transferred Assets and a valid and perfected first priority ownership interest in each such Receivable then existing or thereafter arising and in the Related Security and Collections with respect thereto, free and clear of any Adverse Claim except as created hereby or by the Buyer in the Receivables Purchase OutSource Funding Credit Agreement or any related document. No effective financing statement or other instrument similar in effect covering any Transferred Assets shall at any time be on file in any recording office except such as may be filed in favor of the Buyer relating to this Agreement or in favor of assignees of the Buyer Agent under the Receivables Purchase Agreement. No notice of the change of ownership of any Transferred Assets shall at any time have been or be delivered to any Obligor except such as may be delivered to give notice of the change in ownership of the Transferred Assets comprised of Reinsurance Recoverables to the Buyer pursuant to this Agreement or to the assignees of the Buyer pursuant to the Receivables Purchase OutSource Funding Credit Agreement. The Purchase Purchases of the Transferred Assets by the Buyer constitute true and valid sales and transfers for consideration (and not merely a pledge of such Transferred Assets for security purposes), enforceable against creditors of the Buyers and no Transferred Assets shall constitute property of any Originator. (ji) No Asset Report or Weekly Settlement Report (if prepared by OutSource International, an Originator or any Affiliate thereof, or to the extent that information contained therein is supplied by OutSource International, an Originator or any such Affiliates), information, exhibit, financial statement, document, book, record or report furnished or to be furnished by any OutSource International or an Originator to the Buyer in connection with this Agreement is or will be inaccurate in any material respect as of the date it is or shall be dated or (except as otherwise disclosed to the Buyer, as the case may be, at such time) as of the date so furnished, and no such document contains or will contain any material misstatement of fact or omits or shall omit to state a material fact or any fact necessary to make the statements contained therein not misleading. (kj) The principal place of business and chief executive office of the Originators and the offices where the Originators keep all the Records are located at the addresses of the Originators referred to in SECTION Section 9.02 hereof (or at such other locations as to which the notice and other requirements specified in SECTION Section 6.08 shall have been satisfied). (lk) The names and addresses of all the Lock-Box Banks, together with the account numbers of the Lock-Box Accounts at such Lock-Box Banks and the names, addresses and account numbers of all accounts to which Collections of the Receivables outstanding before the Initial Purchase hereunder have been sent, are specified in SCHEDULE Schedule III (which shall be deemed to be amended in respect of terminating or adding any Lock-Box Account or Lock-Box Bank upon satisfaction of the notice and other requirements specified in respect thereof). The Originators have no other lock-box accounts or similar deposit accounts for the collection of the Transferred Assets except for the Lock-Box Accounts. No Adverse Claim exists upon or with respect to any of the Lock-Box Accounts. (ml) Except as described in SCHEDULE Schedule IV, none of the Originators has any trade names, fictitious names, assumed names or "doing business as" names or other names under which it has done (at any time during the five year period preceding the date hereof) or is currently doing business. (m) No event has occurred and is continuing, or would result from any Purchase hereunder or from the application of the proceeds therefrom, which constitutes an Event of Termination. (n) The Purchase Price constitutes reasonably equivalent value in consideration for the transfer to the Buyer of the Transferred Assets from the Originators and no such transfer shall have been made for or on account of an antecedent debt owed by any Originator to the Buyer and no such transfer is or may be voidable under any Section of the Bankruptcy Code. (o) Each Originator has received advice from its counsel which is consistent with the conclusions set forth in the legal opinion(s) of Xxxxx Rudnxxx & XxxxxXolfx, xxunsel to the Originators relating to the issues of substantive consolidation and true sale of the Receivables and the related property. (p) Each Originator is solvent at the time of (and immediately after) each transfer of Transferred Assets to the Buyer hereunder. (q) Each Originator has accounted for and has otherwise treated the each Purchase of Transferred Assets hereunder in its books, records and financial statements as a sale to the Buyer, in each case consistent with GAAP and with the requirements set forth herein. (r) OutSource International owns one hundred percent (100%) of the outstanding capital stock of the Buyer and has not granted or issued any options, warrants or other rights to acquire any such capital stock. (s) None of the Originators has (i) guaranteed any obligation of the Buyer, allowed any of its other Affiliates to guarantee any obligations of the Buyer, and no Originator nor any of its other Affiliates has held itself out as responsible for debts of the Buyer or actions with respect to the business and affairs of the Buyer; or (ii) permitted the commingling or pooling of its funds or other assets with those of the Buyer and has otherwise permitted any other of its Affiliates to commingle or pool any of their funds or other assets with those of the Buyer. Each of the Originators (i) has agreed with the Buyer, and has caused each of its other Affiliates to the extent applicable to agree with the Buyer, to allocate between themselves shared corporate operating services and expenses which are not reflected in the Servicer Fee (including, without limitation, the services of shared employees, consultants and agents and reasonable legal and auditing expenses) on the basis of the reasonably projected use or the projected value of services rendered, and otherwise on a basis reasonably related to actual use or the value of services rendered, (ii) has not named the Buyer, and has not allowed any other Affiliate to name the Buyer, as a direct or contingent beneficiary or loss payee on any insurance policy covering the property of the Originators, OutSource International or any other Affiliates; and (iii) acknowledges that the Buyer and the Agent are entering into the transactions contemplated by the OutSource Funding Credit Agreement in reliance on the Buyer's identity as a separate legal entity from the Originators, OutSource International and any other Affiliates. (t) None of the Originators is an "investment company" or a company controlled by an "investment company" registered or required to be registered under the Investment Company Act, or otherwise subject to any other federal or state statute or regulation limiting its ability to incur indebtedness. (su) None of the Originators is engaged, principally or as one of its important activities, in the business of extending credit for the purpose of "purchasing" or "carrying" any "margin stock" (as each of the quoted terms is defined or used in Regulation G, T, U or X). No part of the proceeds of any Transferred Asset has been used for so purchasing or carrying margin stock or for any purpose which violates, or which would be inconsistent with, the provisions of Regulation G, T, U or X.

REPRESENTATIONS AND WARRANTIES OF THE ORIGINATORS. The Originators represent Each Originator represents and warrant that warrants as of the date hereof and as of the date of the Purchasefollows: (a) Each of the Originators Such Originator is a corporation duly incorporated, an organization validly existing and in good standing under the laws of its the jurisdiction of incorporation its organization, and is duly qualified to do business, and is in good standing, in every jurisdiction in which where the nature of its business requires it to be so qualified and the failure to do so could reasonably be expected to have a Material Adverse Effectqualified. (b) The execution, delivery and performance by the Originators such Originator of this Agreement and all other Originator Documents each Transaction Document to be entered into by themwhich it is a party, including the Originators' use of the proceeds of the Purchase, (i) are within each such Originator's corporate ’s organizational or limited partnership powers, (ii) have been duly authorized by all necessary corporate organizational or limited partnership action, (iii) do not contravene (i1) each such Originator's ’s charter or by-lawslaws or limited partnership agreement, (ii2) any law, rule or regulation applicable to the Originatorssuch Originator, (iii3) any contractual or limited partnership agreement restriction binding on or affecting each such Originator or its property or (iv4) any order, writ, judgment, award, injunction or decree binding on or affecting each such Originator or its property, and (iv) do not result in or require the creation of any Adverse Claim upon or with respect to any of its properties (other than except for the transfer of such Originator’s interest in favor of the Buyer with respect to the Transferred AssetsReceivables pursuant to this Agreement); and no transaction contemplated hereby by this Agreement requires compliance with any bulk sales act or similar law. This Agreement and each other Originator Document to be entered into by the Originators have each has been duly executed and delivered by the Originatorsa duly authorized officer of such Originator. (c) This Agreement and each other Originator Document to be entered into by the Originators constitute the legal, valid and binding obligation of the Originators enforceable against each Originator in accordance with their respective terms subject to bankruptcy and similar laws affecting creditors generally and principles of equity. (d) 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 Originators such Originator of this Agreement or any other Originator Document document to be entered into by themdelivered hereunder, except for the filing of the UCC financing statements which are referred to herein. (d) Each of the Transaction Documents to which it is a party constitutes the legal, valid and binding obligation of such Originator enforceable against such Originator in ARTICLE IIIaccordance with its terms, all subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and general principles of which financing statements have been duly executed and are equity (regardless of whether such enforceability is considered in proper form for filing a proceeding in the relevant jurisdictionsequity or at law). (e) No filingSales and contributions made pursuant to this Agreement will constitute a valid sale, recordingtransfer and assignment of the Transferred Receivables to the Buyer, notice or acknowledgment is necessary enforceable against creditors of, and purchasers from, such Originator. Such Originator shall have no remaining property interest in any jurisdiction to provide third parties with notice of the sale of the Receivables herein contemplated, and to give to the Buyer a first priority perfected security interest in such Receivables, except for (i) the filing of the UCC financing statements referred to in ARTICLE III, all of which financing statements have been duly executed and are in proper form for filing in the relevant jurisdictions and (ii) the delivery of the notices of change of ownership referred to in ARTICLE III, all of which notices of change of ownership have been duly executed and are in proper form for delivery to the relevant Reinsurance CompaniesTransferred Receivable. (if) Each Originator has The consolidated balance sheets of United Rentals and its Subsidiaries as at the end of its most recent fiscal year, and the related consolidated statements of income and retained earnings of United Rentals and its Subsidiaries for such fiscal year, copies of which have been or will be furnished to the Buyer in accordance with Section 5.01(j) below, fairly present the financial condition of United Rentals and its Subsidiaries as at such date and the Deal Agent (A) copies results of the audited consolidated balance sheets operations of each Originator United Rentals and its consolidated subsidiaries as at June 30, 1998, and the related audited consolidated statements of income, shareholders' equity and cash flows Subsidiaries for the fiscal year of each Originator and its consolidated subsidiaries then period ended reported on by June 30such date, 1998, which financial statements present fairly in all material respects in accordance with GAAP the financial position of each Originator and its consolidated subsidiaries as at June 30, 1998consistently applied, and since the results end of operations of each Originator and its consolidated subsidiaries for the most recent fiscal year of each Originator then ended, and (B) copies of the unaudited consolidated balance sheets of each Originator and its consolidated subsidiaries as at September 30, 1998, and the related unaudited consolidated statements of income, shareholders' equity and cash flows for the three-month period then ended, which financial statements present fairly in all material respects in accordance with GAAP the financial position of each Originator and its consolidated subsidiaries as at September 30, 1998, and the results of operations of each Originator and its consolidated subsidiaries for the three-month period then ended; and (ii) since September 30, 1998, (A) there has been no material adverse change has occurred in the business, assetsoperations, liabilities, property or financial condition, or results condition of operations or business prospects of each Originator United Rentals and its subsidiaries taken as a whole, and (B) no event has occurred or failed to occur which has had, or may have, singly or in the aggregate, a Material Adverse EffectSubsidiaries. (g) There is no pending or or, to such Originator’s knowledge, threatened action or proceeding affecting any Originator or any subsidiaries of any such Originator before any court, governmental agency or arbitrator that could reasonably be expected which may materially adversely affect the financial condition or operations of such Originator or the ability of such Originator to have a Material Adverse Effect. None of the Originatorsperform its obligations under this Agreement, or any subsidiary which purports to affect the legality, validity or enforceability of any this Agreement; such Originator is not in default with respect to any order of any court, arbitrator arbitration or governmental body except for defaults with respect to orders of governmental agencies which defaults are not material to the business or operations of the Originators or any subsidiary of any of the Originatorssuch Originator. (h) No proceeds of the Purchase any purchase will be used by the Originators to acquire any equity security in any transaction of a class which is subject registered pursuant to Section 13 or 14 12 of the Securities Exchange Act of 1934, as amended. (i) Immediately prior to the Purchase hereunder, each Receivable to be sold hereunderEach Transferred Receivable, together with the Contract related thereto and the other Transferred Assets relating theretoRelated Security, is owned (prior to its sale or contribution hereunder) by the applicable Originator free and clear of any Adverse Claim except (other than any Adverse Claim arising solely as provided herein or permitted hereby, and the result of any action taken by the Buyer and any Permitted Liens). When the Buyer makes a purchase or receives a contribution of a Contributed Receivable it shall acquire all valid ownership of such Originator's right, title each Transferred Receivable and interest in such Transferred Assets and a valid and perfected first priority ownership interest in each such Receivable then existing or thereafter arising and in the Related Security and Collections with respect thereto, thereto free and clear of any Adverse Claim except (other than any Adverse Claim arising solely as created hereby or the result of any action taken by the Buyer Buyer); provided, that the interest of the Originators in Leased Equipment Receivables may be subject to the lien of the lessor thereof; provided, further, that the interest of the Originators in Receivables Purchase Agreement that represent proceeds of the sale of equipment that has been leased to an Originator may be subject to the lien of the lessor thereof; provided, finally, that the right of any assignee of Receivables the obligor of which is a Government Obligor to enforce such Receivable directly against such obligor may be restricted by the Federal Assignment of Claims Act or any related documentsimilar applicable law to the extent the applicable Originator or Borrower and/or any assignee thereof shall not have complied with the applicable provisions of any such law in connection with the assignment or subsequent reassignment of any such Receivable. No effective financing statement or other instrument similar in effect covering any Contract or any Transferred Assets shall at Receivable, any time be interest therein, the Related Security or Collections with respect thereto is on file in any recording office office, except such as may be those filed in favor of the Buyer relating to this Agreement or in favor of assignees of the Buyer under the Receivables Purchase Agreement. No notice of the change of ownership of any Transferred Assets shall at any time have been or be delivered to any Obligor except such as may be delivered to give notice of the change in ownership of the Transferred Assets comprised of Reinsurance Recoverables to the Buyer pursuant to this Agreement or to the assignees of the Buyer and those filed pursuant to the Receivables Purchase Agreement. The Purchase of the Transferred Assets by the Buyer constitute true Agreement and valid sales and transfers for consideration (and not merely a pledge of such Transferred Assets for security purposes), enforceable against creditors of the Buyers and no Transferred Assets shall constitute property of any OriginatorPermitted Liens. (j) No Each report, information, exhibit, financial statement, document, book, record or report furnished or to be furnished at any time by any the Originator to the Buyer in connection with this Agreement is or will be inaccurate true, complete and accurate in any all material respect respects as of the its date it is or shall be dated or (except as otherwise disclosed to the Buyer, as the case may be, Buyer at such time) as of the date so furnished, and no such document contains or will contain any material misstatement of fact or omits or shall omit to state a material fact or any fact necessary to make the statements contained therein not misleading. (k) The principal place of business and chief executive office of the Originators Originator and the offices office where the Originators keep all Originator keeps its records concerning the Records Transferred Receivables are located at the address or addresses of the Originators referred to in SECTION 9.02 hereof (or at such other locations as to which the notice and other requirements specified in SECTION 6.08 shall have been satisfiedSection 5.01(b). (l) Such Originator is not known by and does not use, nor has it been known by or used within the past five years, any tradename or doing-business-as name. (m) With respect to any programs used by the Originator in the servicing of the Receivables, no sublicensing agreements are necessary in connection with the designation of a new Collection Agent so that such new Collection Agent shall have the benefit of such programs (it being understood, however, that the Collection Agent, if other than United Rentals, shall be required to be bound by a confidentiality agreement reasonably acceptable to the Originators). (n) All sales, excise or other taxes with respect to the merchandise, insurance or services which are the subject of any Contract for a Receivable have been paid by the Originator when due. (o) The names and addresses of all the Lock-Box Controlled Account Banks, together with the account numbers of the Lock-Box Controlled Accounts at such Lock-Box Banks and the names, addresses and account numbers of all accounts to which Collections of the Receivables outstanding before the Purchase hereunder have been sentControlled Account Banks, are specified in SCHEDULE III Annex B (which shall be deemed to be amended in respect of terminating or adding any Lock-Box Account or Lock-Box Bank upon satisfaction of as the notice and other requirements specified in respect thereof). The Originators have no other lock-box accounts or similar deposit accounts for the collection of the Transferred Assets except for the Lock-Box Accounts. No Adverse Claim exists upon or with respect to any of the Lock-Box Accounts. (m) Except as described in SCHEDULE IV, none of the Originators has any trade names, fictitious names, assumed names or "doing business as" names or other names under which it has done (at any time during the five year period preceding the date hereof) or is currently doing business. (n) The Purchase Price constitutes reasonably equivalent value in consideration for the transfer to the Buyer of the Transferred Assets from the Originators and no such transfer shall have been made for or on account of an antecedent debt owed by any Originator to the Buyer and no such transfer is or same may be voidable under any updated from time to time pursuant to Section of the Bankruptcy Code. (o) Each Originator has received advice from its counsel which is consistent with the conclusions set forth in the legal opinion(s) of Xxxxx & Xxxxx, relating to the issues of substantive consolidation and true sale of the Receivables and the related property5.01(g)). (p) Each All right, title and interest of such Originator is solvent at the time in and to, and exclusive dominion and control in respect of (and immediately after) each transfer of Transferred Assets to the Buyer hereunder. (q) Each Controlled Account has been transferred by such Originator has accounted for and has otherwise treated the Purchase of Transferred Assets hereunder in its books, records and financial statements as a sale to the Buyer, in each case consistent with GAAP or its designee, free and with the requirements set forth herein. (r) None of the Originators is an "investment company" or a company controlled by an "investment company" registered or required to be registered under the Investment Company Act, or otherwise subject to any other federal or state statute or regulation limiting its ability to incur indebtedness. (s) None of the Originators is engaged, principally or as one of its important activities, in the business of extending credit for the purpose of "purchasing" or "carrying" any "margin stock" (as each of the quoted terms is defined or used in Regulation T, U or X). No part of the proceeds clear of any Transferred Asset has been used for so purchasing or carrying margin stock or for any purpose which violates, or which would be inconsistent with, the provisions of Regulation T, U or X.Adverse Claim.

REPRESENTATIONS AND WARRANTIES OF THE ORIGINATORS. The Originators represent Each Originator represents and warrant that warrants as of the date hereof and as of the date of the Purchasefollows: (a) Each of the Originators Such Originator is a corporation duly incorporated, an organization validly existing and in good standing under the laws of its the jurisdiction of incorporation its organization, and is duly qualified to do business, and is in good standing, in every jurisdiction in which where the nature of its business requires it to be so qualified and the failure to do so could reasonably be expected to have a Material Adverse Effectqualified. (b) The execution, delivery and performance by the Originators such Originator of this Agreement and all other Originator Documents each Transaction Document to be entered into by themwhich it is a party, including the Originators' use of the proceeds of the Purchase, (i) are within each such Originator's corporate ’s organizational or limited partnership powers, (ii) have been duly authorized by all necessary corporate organizational or limited partnership action, (iii) do not contravene (i1) each such Originator's ’s charter or by-lawslaws or limited partnership agreement, (ii2) any law, rule or regulation applicable to the Originatorssuch Originator, (iii3) any contractual or limited partnership agreement restriction binding on or affecting each such Originator or its property or (iv4) any order, writ, judgment, award, injunction or decree binding on or affecting each such Originator or its property, and (iv) do not result in or require the creation of any Adverse Claim upon or with respect to any of its properties (other than except for the transfer of such Originator’s interest in favor of the Buyer with respect to the Transferred AssetsReceivables pursuant to this Agreement); and no transaction contemplated hereby by this Agreement requires compliance with any bulk sales act or similar law. This Agreement and each other Originator Document to be entered into by the Originators have each has been duly executed and delivered by the Originatorsa duly authorized officer of such Originator. (c) This Agreement and each other Originator Document to be entered into by the Originators constitute the legal, valid and binding obligation of the Originators enforceable against each Originator in accordance with their respective terms subject to bankruptcy and similar laws affecting creditors generally and principles of equity. (d) 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 Originators such Originator of this Agreement or any other Originator Document document to be entered into by themdelivered hereunder, except for the filing of the UCC financing statements which are referred to herein. (d) Each of the Transaction Documents to which it is a party constitutes the legal, valid and binding obligation of such Originator enforceable against such Originator in ARTICLE IIIaccordance with its terms, all subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and general principles of which financing statements have been duly executed and are equity (regardless of whether such enforceability is considered in proper form for filing a proceeding in the relevant jurisdictionsequity or at law). (e) No filingSales and contributions made pursuant to this Agreement will constitute a valid sale, recordingtransfer and assignment of the Transferred Receivables to the Buyer, notice or acknowledgment is necessary enforceable against creditors of, and purchasers from, such Originator. Such Originator shall have no remaining property interest in any jurisdiction to provide third parties with notice of the sale of the Receivables herein contemplated, and to give to the Buyer a first priority perfected security interest in such Receivables, except for (i) the filing of the UCC financing statements referred to in ARTICLE III, all of which financing statements have been duly executed and are in proper form for filing in the relevant jurisdictions and (ii) the delivery of the notices of change of ownership referred to in ARTICLE III, all of which notices of change of ownership have been duly executed and are in proper form for delivery to the relevant Reinsurance CompaniesTransferred Receivable. (if) Each Originator has The consolidated balance sheets of United Rentals and its Subsidiaries as at the end of its most recent fiscal year, and the related consolidated statements of income and retained earnings of United Rentals and its Subsidiaries for such fiscal year, copies of which have been or will be furnished to the Buyer in accordance with Section 5.01(j) below, fairly present the financial condition of United Rentals and its Subsidiaries as at such date and the Deal Agent (A) copies results of the audited consolidated balance sheets operations of each Originator United Rentals and its consolidated subsidiaries as at June 30, 1998, and the related audited consolidated statements of income, shareholders' equity and cash flows Subsidiaries for the fiscal year of each Originator and its consolidated subsidiaries then period ended reported on by June 30such date, 1998, which financial statements present fairly in all material respects in accordance with GAAP the financial position of each Originator and its consolidated subsidiaries as at June 30, 1998consistently applied, and since the results end of operations of each Originator and its consolidated subsidiaries for the most recent fiscal year of each Originator then ended, and (B) copies of the unaudited consolidated balance sheets of each Originator and its consolidated subsidiaries as at September 30, 1998, and the related unaudited consolidated statements of income, shareholders' equity and cash flows for the three-month period then ended, which financial statements present fairly in all material respects in accordance with GAAP the financial position of each Originator and its consolidated subsidiaries as at September 30, 1998, and the results of operations of each Originator and its consolidated subsidiaries for the three-month period then ended; and (ii) since September 30, 1998, (A) there has been no material adverse change has occurred in the business, assetsoperations, liabilities, property or financial condition, or results condition of operations or business prospects of each Originator United Rentals and its subsidiaries taken as a whole, and (B) no event has occurred or failed to occur which has had, or may have, singly or in the aggregate, a Material Adverse EffectSubsidiaries. (g) There is no pending or or, to such Originator’s knowledge, threatened action or proceeding affecting any Originator or any subsidiaries of any such Originator before any court, governmental agency or arbitrator that could reasonably be expected which may materially adversely affect the financial condition or operations of such Originator or the ability of such Originator to have a Material Adverse Effect. None of the Originatorsperform its obligations under this Agreement, or any subsidiary which purports to affect the legality, validity or enforceability of any this Agreement; such Originator is not in default with respect to any order of any court, arbitrator arbitration or governmental body except for defaults with respect to orders of governmental agencies which defaults are not material to the business or operations of the Originators or any subsidiary of any of the Originatorssuch Originator. (h) No proceeds of the Purchase any purchase will be used by the Originators to acquire any equity security in any transaction of a class which is subject registered pursuant to Section 13 or 14 12 of the Securities Exchange Act of 1934, as amended. (i) Immediately prior to the Purchase hereunder, each Receivable to be sold hereunderEach Transferred Receivable, together with the Contract related thereto and the other Transferred Assets relating theretoRelated Security, is owned (prior to its sale or contribution hereunder) by the applicable Originator free and clear of any Adverse Claim except (other than any Adverse Claim arising solely as provided herein or permitted hereby, and the result of any action taken by the Buyer and any Permitted Liens). When the Buyer makes a purchase or receives a contribution of a Contributed Receivable it shall acquire all valid ownership of such Originator's right, title each Transferred Receivable and interest in such Transferred Assets and a valid and perfected first priority ownership interest in each such Receivable then existing or thereafter arising and in the Related Security and Collections with respect thereto, thereto free and clear of any Adverse Claim except (other than any Adverse Claim arising solely as created hereby or the result of any action taken by the Buyer Buyer); provided, that the interest of the Originators in Leased Equipment Receivables may be subject to the lien of the lessor thereof; provided, further, that the interest of the Originators in Receivables Purchase Agreement that represent proceeds of the sale of equipment that has been leased to an Originator may be subject to the lien of the lessor thereof; provided, finally, that the right of any assignee of Receivables the obligor of which is a Government Obligor to enforce such Receivable directly against such obligor may be restricted by the Federal Assignment of Claims Act or any related documentsimilar applicable law to the extent the applicable Originator or Borrower and/or any assignee thereof shall not have complied with the applicable provisions of any such law in connection with the assignment or subsequent reassignment of any such Receivable. No effective financing statement or other instrument similar in effect covering any Contract or any Transferred Assets shall at Receivable, any time be interest therein, the Related Security or Collections with respect thereto is on file in any recording office office, except such as may be those filed in favor of the Buyer relating to this Agreement or in favor of assignees of the Buyer under the Receivables Purchase Agreement. No notice of the change of ownership of any Transferred Assets shall at any time have been or be delivered to any Obligor except such as may be delivered to give notice of the change in ownership of the Transferred Assets comprised of Reinsurance Recoverables to the Buyer pursuant to this Agreement or to the assignees of the Buyer and those filed pursuant to the Receivables Purchase Agreement. The Purchase of the Transferred Assets by the Buyer constitute true Agreement and valid sales and transfers for consideration (and not merely a pledge of such Transferred Assets for security purposes), enforceable against creditors of the Buyers and no Transferred Assets shall constitute property of any OriginatorPermitted Liens. (j) No Each report, information, exhibit, financial statement, document, book, record or report furnished or to be furnished at any time by any the Originator to the Buyer in connection with this Agreement is or will be inaccurate true, complete and accurate in any all material respect respects as of the its date it is or shall be dated or (except as otherwise disclosed to the Buyer, as the case may be, Buyer at such time) as of the date so furnished, and no such document contains or will contain any material misstatement of fact or omits or shall omit to state a material fact or any fact necessary to make the statements contained therein not misleading. (k) The principal place of business and chief executive office of the Originators Originator and the offices office where the Originators keep all Originator keeps its records concerning the Records Transferred Receivables are located at the address or addresses of the Originators referred to in SECTION 9.02 hereof (or at such other locations as to which the notice and other requirements specified in SECTION 6.08 shall have been satisfiedSection 5.01(b). (l) Such Originator is not known by and does not use, nor has it been known by or used within the past five years, any tradename or doing-business-as name. (m) With respect to any programs used by the Originator in the servicing of the Receivables, no sublicensing agreements are necessary in connection with the designation of a new Collection Agent so that such new Collection Agent shall have the benefit of such programs (it being understood, however, that the Collection Agent, if other than United Rentals, shall be required to be bound by a confidentiality agreement reasonably acceptable to the Originators). (n) All sales, excise or other taxes with respect to the merchandise, insurance or services which are the subject of any Contract for a Receivable have been paid by the Originator when due. (o) The names and addresses of all the Lock-Box BanksCollection Account Banks and Controlled Account Bank, together with the account numbers of the Lock-Box Collection Accounts at such Lock-Box Banks and the names, addresses and account numbers of all accounts to which Collections of the Receivables outstanding before the Purchase hereunder have been sentControlled Account, are specified in SCHEDULE III Annex B (which shall be deemed to be amended in respect of terminating or adding any Lock-Box Account or Lock-Box Bank upon satisfaction of as the notice and other requirements specified in respect thereof). The Originators have no other lock-box accounts or similar deposit accounts for the collection of the Transferred Assets except for the Lock-Box Accounts. No Adverse Claim exists upon or with respect to any of the Lock-Box Accounts. (m) Except as described in SCHEDULE IV, none of the Originators has any trade names, fictitious names, assumed names or "doing business as" names or other names under which it has done (at any time during the five year period preceding the date hereof) or is currently doing business. (n) The Purchase Price constitutes reasonably equivalent value in consideration for the transfer to the Buyer of the Transferred Assets from the Originators and no such transfer shall have been made for or on account of an antecedent debt owed by any Originator to the Buyer and no such transfer is or same may be voidable under any updated from time to time pursuant to Section of the Bankruptcy Code. (o) Each Originator has received advice from its counsel which is consistent with the conclusions set forth in the legal opinion(s) of Xxxxx & Xxxxx, relating to the issues of substantive consolidation and true sale of the Receivables and the related property5.01(g)). (p) Each All right, title and interest of such Originator is solvent at in and to, and exclusive dominion and control in respect of the time of (and immediately after) each transfer of Transferred Assets Controlled Account has been transferred by such Originator to the Buyer hereunderBuyer, or its designee, free and clear of any Adverse Claim. (q) Each Originator has accounted United Rentals Northwest, Inc. represents and warrants that the UCC3 financing statements attached hereto as Annex C have been submitted for and has otherwise treated the Purchase of Transferred Assets hereunder in its books, records and financial statements as a sale to the Buyer, in each case consistent with GAAP and with the requirements set forth herein. (r) None of the Originators is an "investment company" or a company controlled by an "investment company" registered or required to be registered under the Investment Company Act, or otherwise subject to any other federal or state statute or regulation limiting its ability to incur indebtedness. (s) None of the Originators is engaged, principally or as one of its important activities, filing in the business appropriate filing office in the State of extending credit for the purpose of "purchasing" or "carrying" any "margin stock" (as each of the quoted terms is defined or used in Regulation T, U or X). No part of the proceeds of any Transferred Asset has been used for so purchasing or carrying margin stock or for any purpose which violates, or which would be inconsistent with, the provisions of Regulation T, U or X.Oregon.

REPRESENTATIONS AND WARRANTIES OF THE ORIGINATORS. The Originators represent Each Originator represents and warrant that warrants as of the date hereof and as of the date of the Purchasefollows: (a) Each of the Originators It is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of its the jurisdiction of incorporation its organization, and is duly qualified to do business, and is in good standing, in every jurisdiction in which where the nature of its business requires it to be so qualified and the failure to do so could reasonably be expected to have a Material Adverse Effectqualified. (b) The execution, delivery and performance by the Originators such Originator of this Agreement and all the other Originator Documents documents to be entered into delivered by themit hereunder, including the Originators' use Originator’s sale and contribution of the proceeds of the PurchaseReceivables hereunder, (i) are within each the Originator's ’s corporate or limited partnership powers, (ii) have been duly authorized by all necessary corporate or limited partnership action, (iii) do not contravene (i1) each the Originator's ’s charter or by-lawslaws or limited partnership agreement, (ii2) any law, rule or regulation applicable to the OriginatorsOriginator, (iii3) any contractual or limited partnership agreement restriction binding on or affecting each the Originator or its property or (iv4) any order, writ, judgment, award, injunction or decree binding on or affecting each the Originator or its property, and (iv) do not result in or require the creation of any Adverse Claim upon or with respect to any of its properties (other than in favor except for the transfer of the Buyer with respect to Originator’s interest in the Transferred AssetsReceivables pursuant to this Agreement); and no transaction contemplated hereby by this Agreement requires compliance with any bulk sales act or similar law. This Agreement and each other Originator Document to be entered into by the Originators have each has been duly executed and delivered by a duly authorized officer of the OriginatorsOriginator. (c) This Agreement and each other Originator Document to be entered into by the Originators constitute the legal, valid and binding obligation of the Originators enforceable against each Originator in accordance with their respective terms subject to bankruptcy and similar laws affecting creditors generally and principles of equity. (d) 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 Originators Originator of this Agreement or any other Originator Document document to be entered into by themdelivered hereunder, except for the filing of the UCC financing statements which are referred to herein. (d) This Agreement constitutes the legal, valid and binding obligation of the Originator enforceable against the Originator in ARTICLE IIIaccordance with its terms, all subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and general principles of which financing statements have been duly executed and are equity (regardless of whether such enforceability is considered in proper form for filing a proceeding in the relevant jurisdictionsequity or at law). (e) No filingSales and contributions made pursuant to this Agreement will constitute a valid sale, recordingtransfer and assignment of the Transferred Receivables to the Buyer, notice or acknowledgment is necessary enforceable against creditors of, and purchasers from, the Originator. The Originator shall have no remaining property interest in any jurisdiction to provide third parties with notice of the sale of the Receivables herein contemplated, and to give to the Buyer a first priority perfected security interest in such Receivables, except for (i) the filing of the UCC financing statements referred to in ARTICLE III, all of which financing statements have been duly executed and are in proper form for filing in the relevant jurisdictions and (ii) the delivery of the notices of change of ownership referred to in ARTICLE III, all of which notices of change of ownership have been duly executed and are in proper form for delivery to the relevant Reinsurance CompaniesTransferred Receivable. (if) Each Originator has furnished to the Buyer and the Deal Agent (A) copies of the audited The consolidated balance sheets of each Originator United Rentals and its consolidated subsidiaries Subsidiaries as at June 30, 1998the end of its most recent fiscal year, and the related audited consolidated statements of income, shareholders' equity income and cash flows for the fiscal year retained earnings of each Originator United Rentals and its consolidated subsidiaries then ended reported on by June 30Subsidiaries for such fiscal year, 1998copies of which have been furnished to the Buyer, which financial statements fairly present fairly in all material respects in accordance with GAAP the financial position condition of each Originator United Rentals and its consolidated subsidiaries Subsidiaries as at June 30, 1998, such date and the results of the operations of each Originator United Rentals and its consolidated subsidiaries Subsidiaries for the fiscal year of each Originator then endedperiod ended on such date, and (B) copies of the unaudited consolidated balance sheets of each Originator and its consolidated subsidiaries as at September 30, 1998, and the related unaudited consolidated statements of income, shareholders' equity and cash flows for the three-month period then ended, which financial statements present fairly in all material respects in accordance with GAAP the financial position of each Originator and its consolidated subsidiaries as at September 30, 1998generally accepted accounting principles consistently applied, and since the results end of operations of each Originator and its consolidated subsidiaries for the three-month period then ended; and (ii) since September 30, 1998, (A) most recent fiscal year there has been no material adverse change has occurred in the business, assetsoperations, liabilities, property or financial condition, or results condition of operations or business prospects of each Originator United Rentals and its subsidiaries taken as a whole, and (B) no event has occurred or failed to occur which has had, or may have, singly or in the aggregate, a Material Adverse EffectSubsidiaries. (g) There is no pending or or, to the Originator’s knowledge, threatened action or proceeding affecting any Originator or any subsidiaries of any the Originator before any court, governmental agency or arbitrator that could reasonably be expected to have a Material Adverse Effect. None which may materially adversely affect the financial condition or operations of the OriginatorsOriginator or the ability of the Originator to perform its obligations under this Agreement, or any subsidiary which purports to affect the legality, validity or enforceability of any this Agreement; the Originator is not in default with respect to any order of any court, arbitrator arbitration or governmental body except for defaults with respect to orders of governmental agencies which defaults are not material to the business or operations of the Originators or any subsidiary of any of the OriginatorsOriginator. (h) No proceeds of the Purchase any purchase will be used by the Originators to acquire any equity security in any transaction of a class which is subject registered pursuant to Section 13 or 14 12 of the Securities Exchange Act of 1934, as amended. (i) Immediately prior to the Purchase hereunder, each Receivable to be sold hereunderEach Transferred Receivable, together with the Contract related thereto and the other Transferred Assets relating theretoRelated Security, is owned (prior to its sale or contribution hereunder) by the applicable Originator free and clear of any Adverse Claim except (other than any Adverse Claim arising solely as provided herein or permitted hereby, and the result of any action taken by the Buyer). When the Buyer makes a purchase or receives a contribution of a Contributed Receivable it shall acquire all valid ownership of such Originator's right, title each Transferred Receivable and interest in such Transferred Assets and a valid and perfected first priority ownership interest in each such Receivable then existing or thereafter arising and in the Related Security and Collections with respect thereto, thereto free and clear of any Adverse Claim except (other than any Adverse Claim arising solely as created hereby or the result of any action taken by the Buyer in the Receivables Purchase Agreement or any related documentBuyer). No effective financing statement or other instrument similar in effect covering any Contract or any Transferred Assets shall at Receivable, any time be interest therein, the Related Security or Collections with respect thereto is on file in any recording office office, except such as may be those filed in favor of the Buyer relating to this Agreement or in favor of assignees of the Buyer under the Receivables Purchase Agreement. No notice of the change of ownership of any Transferred Assets shall at any time have been or be delivered to any Obligor except such as may be delivered to give notice of the change in ownership of the Transferred Assets comprised of Reinsurance Recoverables to the Buyer pursuant to this Agreement or to the assignees of the Buyer and those filed pursuant to the SPV Purchase Agreement and the Receivables Purchase Agreement. The Purchase of the Transferred Assets by the Buyer constitute true and valid sales and transfers for consideration (and not merely a pledge of such Transferred Assets for security purposes), enforceable against creditors of the Buyers and no Transferred Assets shall constitute property of any Originator. (j) No Each report, information, exhibit, financial statement, document, book, record or report furnished or to be furnished at any time by any the Originator to the Buyer in connection with this Agreement is or will be inaccurate true, complete and accurate in any all material respect respects as of the its date it is or shall be dated or (except as otherwise disclosed to the Buyer, as the case may be, Buyer at such time) as of the date so furnished, and no such document contains or will contain any material misstatement of fact or omits or shall omit to state a material fact or any fact necessary to make the statements contained therein not misleading. (k) The principal place of business and chief executive office of the Originators Originator and the offices office where the Originators keep all Originator keeps its records concerning the Records Transferred Receivables are located at the address or addresses of the Originators referred to in SECTION 9.02 hereof (or at such other locations as to which the notice and other requirements specified in SECTION 6.08 shall have been satisfiedSection 5.01(b). (l) The names Originator is not known by and addresses of all the Lockdoes not use any tradename or doing-Box Banks, together with the account numbers of the Lockbusiness-Box Accounts at such Lock-Box Banks and the names, addresses and account numbers of all accounts to which Collections of the Receivables outstanding before the Purchase hereunder have been sent, are specified in SCHEDULE III (which shall be deemed to be amended in respect of terminating or adding any Lock-Box Account or Lock-Box Bank upon satisfaction of the notice and other requirements specified in respect thereof). The Originators have no other lock-box accounts or similar deposit accounts for the collection of the Transferred Assets except for the Lock-Box Accounts. No Adverse Claim exists upon or with respect to any of the Lock-Box Accountsas name. (m) Except as described With respect to any programs used by the Originator in SCHEDULE IV, none the servicing of the Originators has any trade namesReceivables, fictitious namesno sublicensing agreements are necessary in connection with the designation of a new Collection Agent so that such new Collection Agent shall have the benefit of such programs (it being understood, assumed names or "doing business as" names or however, that the Collection Agent, if other names under which it has done (at any time during than United Rentals, shall be required to be bound by a confidentiality agreement reasonably acceptable to the five year period preceding the date hereof) or is currently doing businessOriginators). (n) The Purchase Price constitutes reasonably equivalent value in consideration for the transfer All sales, excise or other taxes with respect to the Buyer merchandise, insurance or services which are the subject of the Transferred Assets from the Originators and no such transfer shall any Contract for a Receivable have been made for or on account of an antecedent debt owed paid by any the Originator to the Buyer and no such transfer is or may be voidable under any Section of the Bankruptcy Codewhen due. (o) Each Originator has received advice from its counsel which is consistent with the conclusions set forth in the legal opinion(s) of Xxxxx & Xxxxx, relating to the issues of substantive consolidation and true sale of the Receivables and the related property. (p) Each Originator is solvent at the time of (and immediately after) each transfer of Transferred Assets to the Buyer hereunder. (q) Each Originator has accounted for and has otherwise treated the Purchase of Transferred Assets hereunder in its books, records and financial statements as a sale to the Buyer, in each case consistent with GAAP and with the requirements set forth herein. (r) None of the Originators is an "investment company" or a company controlled by an "investment company" registered or required to be registered under the Investment Company Act, or otherwise subject to any other federal or state statute or regulation limiting its ability to incur indebtedness. (s) None of the Originators is engaged, principally or as one of its important activities, in the business of extending credit for the purpose of "purchasing" or "carrying" any "margin stock" (as each of the quoted terms is defined or used in Regulation T, U or X). No part of the proceeds of any Transferred Asset has been used for so purchasing or carrying margin stock or for any purpose which violates, or which would be inconsistent with, the provisions of Regulation T, U or X.