Unassociated Document


    THIS
      INSTRUMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE
      IN
      THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AND
      INTERCREDITOR AGREEMENT DATED AS OF AUGUST 2, 2006 (AS AMENDED BY THE FIRST
      AMENDMENT THERETO DATED AUGUST 23, 2007 AND THE SECOND AMENDMENT THERETO DATED
      AS OF AUGUST 23, 2008, THE "SUBORDINATION
      AGREEMENT")
      AMONG
      LAMINAR DIRECT CAPITAL, L.L.C. (AS SUCCESSOR TO LAMINAR DIRECT CAPITAL L.P.)
      L.P., PAC-VAN, INC. (THE "COMPANY")
      AND
      LASALLE BANK NATIONAL ASSOCIATION (TOGETHER WITH ITS SUCCESSORS AND ASSIGNS,
      THE
      "SENIOR
      AGENT"),
      TO
      THE INDEBTEDNESS (INCLUDING INTEREST) OWED BY THE COMPANY PURSUANT TO THAT
      CERTAIN AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF AUGUST 23, 2007 AMONG
      THE COMPANY, THE SENIOR AGENT AND THE SENIOR LENDERS FROM TIME TO TIME PARTY
      THERETO (THE "LOAN
      AGREEMENT"),
      AND
      THE OTHER LOAN DOCUMENTS (AS DEFINED IN THE LOAN AGREEMENT) AS SUCH LOAN
      AGREEMENT AND OTHER LOAN DOCUMENTS MAY BE AMENDED, RESTATED, SUPPLEMENTED OR
      OTHERWISE MODIFIED FROM TIME TO TIME AND TO INDEBTEDNESS REFINANCING THE
      INDEBTEDNESS THEREUNDER AS CONTEMPLATED BY THE SUBORDINATION AGREEMENT; AND
      EACH
      HOLDER OF THIS INSTRUMENT, BY ITS ACCEPTANCE HEREOF, IRREVOCABLY AGREES TO
      BE
      BOUND BY THE PROVISIONS OF THE SUBORDINATION AGREEMENT.

     

    AMENDED
      AND RESTATED

    PLEDGE
      AGREEMENT

    


    This
      AMENDED AND RESTATED PLEDGE AGREEMENT dated as of October 1 ,
      2008
      (the "Pledge
      Agreement")
      is
      executed by GFN
      NORTH AMERICA CORP.,
      a
      Delaware corporation (the "Assignor"),
      to
      and for the benefit of LAMINAR
      DIRECT CAPITAL, L.L.C.,
      a
      Delaware limited liability company, as the collateral agent (the "Agent")
      for
      all the Lenders party to the Investment Agreement (as hereafter defined).
      Capitalized terms used but not defined herein shall have the meanings assigned
      in the Investment Agreement.

     

    R
      E C I T
      A L S:

    


    A. The
      Lenders have made certain financial accommodations to Pac-Van, Inc., an Indiana
      corporation (the "Borrower"),
      arising under and pursuant to that certain Investment Agreement made and entered
      into as of August 2, 2006, among the Borrower (as successor in interest to
      PVI
      Acquisition Corporation, an Indiana corporation), Mobile Office Acquisition
      Corp., a Delaware corporation ("MOAC"),
      the
      Lenders from time to time party thereto and the Agent (as successor to Laminar
      Direct Capital L.P.) (as amended by the First Amendment to Investment Agreement
      and Waiver dated as of August 23, 2007 and the Second Amendment to Investment
      Agreement dated as of August 23, 2008, the "Original
      Investment Agreement")
      and as
      evidenced by the Notes.

    


    B. In
      connection with the transactions contemplated by the Original Investment
      Agreement, and as a condition precedent to the effectiveness of the Original
      Investment Agreement and the obligations of the Lenders to make financial
      accommodations, to the Borrower thereunder, the Lenders required that MOAC,
      which as of the date thereof was the sole shareholder of the Borrower, (i)
      execute and deliver to the Agent, for the ratable benefit of the Lenders, that
      certain Continuing Unconditional Guaranty dated as of August 2, 2006 (the
      "Original
      Subdebt Parent Guaranty")
      and
      (ii) enter into that certain Pledge Agreement dated as of August 2, 2006, for
      the ratable benefit of the Lenders and the affiliates of the Lenders
      (collectively, the "Affiliates"),
      in
      order to secure the obligations and performance of MOAC under the Original
      Subdebt Parent Guaranty and of the Borrower under the Original Investment
      Agreement and the Notes.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    C. Pursuant
      to the Parent Merger Agreement, MOAC has agreed to consummate a merger (the
      "Parent
      Merger")
      with
      the Assignor in which the Assignor will be the surviving corporation and as
      a
      result of which the Assignor shall (i) assume all of the obligations and
      liabilities of MOAC, including becoming a party to and assuming all of the
      obligations of MOAC under the Original Subdebt Parent Pledge Agreement and
      the
      other Loan Documents and (ii) acquire of the assets of MOAC, including all
      of
      the issued and outstanding Capital Stock of the Borrower.

    


    D. In
      connection with the transactions contemplated by the Parent Merger Agreement,
      (i) the parties to the Original Investment Agreement have agreed to amend and
      restate the Original Investment Agreement in the form of that certain Amended
      and Restated Investment Agreement dated as of the date hereof by and among
      the
      Borrower, the Guarantor, the Lenders from time to time party thereto and the
      Agent (as from time to time amended, modified, extended, renewed, refinanced,
      or
      restated, the "Investment
      Agreement")
      and
      (ii) the Lenders have required the Assignor to amend and restate the Original
      Subdebt Parent Guaranty in the form of that certain Amended and Restated
      Continuing Unconditional Guaranty dated as of the date hereof (as from time
      to
      time amended, modified, extended, renewed, refinanced, or restated, the
      "Subdebt
      Parent Guaranty").

    


    E. In
      connection with the transactions contemplated by the Parent Merger Agreement,
      and as a condition to the Agent's and the Lenders' consent to the Parent Merger,
      entering into the Investment Agreement and continued the extension of credit
      by
      the Lenders to the Borrower under the Investment Agreement and the Notes, the
      Lenders require that the Assignor affirm its obligations under the Original
      Pledge Agreement to secure, for the ratable benefit of the Lenders and the
      Affiliates, the obligations and performance of the Assignor under the Subdebt
      Parent Guaranty and of the Borrower under the Investment Agreement and
      the Notes,
      and in connection therewith the parties wish to fully amend and restate the
      Original Subdebt Parent Pledge Agreement in the form of this Pledge
      Agreement.

    


    F. This
      Pledge Agreement is given in replacement of and in substitution for the Original
      Subdebt Parent Pledge Agreement.

    


    NOW,
      THEREFORE, for and in consideration of the foregoing premises, which are hereby
      incorporated herein as true, and the mutual promises and agreements contained
      herein, the Assignor and the Agent hereby agree as follows:

    


    A
      G R E E
      M E N T S:

    


    1. PLEDGE
      AND GRANT OF SECURITY INTEREST.
      To
      secure the Secured Obligations, the Assignor hereby assigns and grants to the
      Agent, for its own benefit as agent for the Lenders and the benefit of the
      Lenders, as a secured party and a secured creditor under the Uniform Commercial
      Code as enacted in, and in effect from time to time in, the State of New York
      (the "UCC"),
      a
      continuing security interest in, and a right of set off against, any and all
      right, title and interest of the Assignor in and to all shares of stock and
      other equity securities of Borrower now or hereinafter owned by Assignor along
      with all substitutions or replacements thereof, all additions to, income,
      interest and dividends thereon and all proceeds thereof (collectively, the
      "Pledged
      Collateral").

    


    2. OBLIGATIONS.
      The
      obligations secured by this Pledge Agreement (the "Secured
      Obligations")
      are
      (i) all
      of
      the Subdebt Obligations and
      (ii)
      all costs and expenses incurred in connection with enforcement and collection
      of
      the Subdebt Obligations, including reasonable attorneys' fees.

     

    
      
        
        

      

      
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    3. AGREEMENTS
      OF PARTIES.
      As long
      as any Secured Obligations remain outstanding, the Assignor hereby agrees with
      the Agent as follows:

    


    (a) The
      Agent
      shall have full and irrevocable right, power and authority to (i) collect,
      withdraw or receipt for all amounts due or to become due and payable upon or
      out
      of the Pledged Collateral, to execute any withdrawal receipts respecting the
      Pledged Collateral, and to endorse the name of the Assignor on any or all
      treasury bills or commercial paper given in payment thereof, and (ii) at
      the Agent's discretion, take any other action, including, without limitation,
      the transfer of the Pledged Collateral into the Agent's own name or the name
      of
      the Agent's nominee, which the Agent may deem necessary or appropriate to
      preserve or protect its and the Lenders' interest in the Pledged
      Collateral.

    


    (b) The
      Agent
      shall be deemed to have exercised reasonable care in the custody and
      preservation of the Pledged Collateral and in protecting any rights with respect
      to the Pledged Collateral against prior parties, if the Agent takes such action
      for that purpose as the Assignor shall request in writing, but failure of the
      Agent to comply with any such request shall not of itself be deemed a failure
      to
      exercise reasonable care, provided, however, that in any event the Agent's
      responsibility for the safekeeping of the Pledged Collateral shall not extend
      to
      matters beyond the control of the Agent, including, without limitation, acts
      of
      God, war, insurrection, riot, governmental actions or acts of any corporate
      or
      other depository.

    


    4. REPRESENTATIONS
      AND WARRANTIES.
      The
      Assignor further represents, warrants and agrees:

    


    (a) The
      shares of the Capital Stock of the Borrower constituting Pledged Collateral
      are
      duly authorized and validly issued, are fully paid and non-assessable and are
      not subject to the preemptive rights of any Person. The Assignor is the owner
      of
      the Pledged Collateral and grants the security interest herein in consideration
      of the extension of credit to the Borrower by the Lenders.

    


    (b) The
      Pledged Collateral is genuine and in all respects what it purports to
      be.

    


    (c) The
      Assignor is a corporation duly
      organized, existing and in good standing under the laws of the State of
      Delaware, with full and adequate power to carry on and conduct its business
      as
      presently conducted, and is duly licensed or qualified in all foreign
      jurisdictions wherein the nature of its activities require such qualification
      or
      licensing.

    


    (d) The
      Assignor's state issued organizational identification number is 4570538. The
      exact legal name of the Assignor is as set forth in the preamble of this
      Agreement, and the Assignor currently does not conduct, nor has it during the
      last five (5) years conducted, business under any other name or trade name.
      The
      Assignor will not change its name, its organizational identification number,
      if
      it has one, its type of organization, its jurisdiction of organization or other
      legal structure.

    


    (e) The
      Assignor has full power and authority to enter into this Pledge Agreement and
      no
      other consents of any other persons are required to be obtained in connection
      with the execution, delivery, performance, validity or enforceability of this
      Pledge Agreement.

    


    (f) All
      necessary and appropriate action has been taken on the part of the Assignor
      to
      authorize the execution and delivery of this Pledge Agreement. This Pledge
      Agreement is a valid and binding agreement and contract of the Assignor in
      accordance with its terms. No basis presently exists for any claim against
      either the Agent or any Lender under this Pledge Agreement or with respect
      to
      the enforcement thereof, and this Pledge Agreement is subject to no defenses
      of
      any kind.

     

    
      
        
        

      

      
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    (g) The
      execution, delivery and performance by the Assignor of this Pledge Agreement
      and
      any other documents or instruments to be executed and delivered by the Assignor
      in connection therewith is valid, binding and enforceable against the Assignor,
      and shall not: (i) violate or contravene the articles of incorporation or
      bylaws or any existing law or regulation or any order, writ, injunction or
      decree of any court or governmental authority, or (ii) conflict with, be
      inconsistent with, or result in any breach or default of any of the terms,
      covenants, conditions, or provisions of any indenture, mortgage, deed of trust,
      instrument, document, agreement or contract of any kind to which the Assignor
      is
      a party, or by which the Assignor or any of its property
      or assets may be bound, and, except for as required by the Loan Documents,
      will
      not result in the creation or imposition of any security interest in any
      properties pursuant to the provisions of any such mortgage, indenture, contract
      or other agreement.

    


    (h) The
      nature and transaction of the business and operations of the Assignor, and
      the
      use of its properties
      and assets will not materially violate or conflict with any applicable law,
      statute, ordinance, rule, regulation or order of any kind.

    


    (i) No
      condition, circumstance, document, restriction, litigation or proceeding (or
      to
      the best knowledge of Assignor, threatened litigation or proceeding or basis
      therefor) exists which could adversely affect the validity or priority of the
      liens and security interests granted the Agent, for its own benefit and for
      the
      ratable benefit of the Lenders, hereunder, which could materially adversely
      affect the ability of the Assignor to perform the obligations under this Pledge
      Agreement, which would constitute a default hereunder or thereunder or which
      would constitute such a default with the giving of notice or lapse of time
      or
      both.

    


    (j) Upon
      delivery of the duly executed Pledge Agreement, the Agent, for its own benefit
      and as agent for the Lenders and their Affiliates, shall have a valid lien
      and
      security interest in the Pledged Collateral, free and clear of all other, and
      subject to no pledges, hypothecation, mortgages, security interest, charges
      or
      other encumbrances, except in favor of the Agent, for its own benefit and as
      agent for the Lenders and their Affiliates and as otherwise permitted by the
      Investment Agreement.

    


    (k) In
      case
      of failure by the Assignor to pay any fees, assessments, charges or taxes
      arising with respect to the Collateral, the Agent shall have the right, but
      shall not be obligated, to effect such insurance or pay such fees, assessments,
      charges or taxes as the case may be, and, in that event, the cost thereof shall
      be payable by the Assignor to the Agent immediately upon demand, together with
      interest at the per annum rate of two percent plus the Prime Rate (as
      hereinafter defined), from the date of disbursement by the Agent to the date
      of
      payment by the Assignor. As used herein, "Prime Rate" shall mean the floating
      per annum rate of interest which at any time, and from time to time, shall
      be
      most recently announced by LaSalle National Bank as its Prime Rate, which is
      not
      intended to be the lowest or most favorable rate of interest at any one time.
      The effective date of any change in the Prime Rate shall for purposes hereof
      be
      the date the Prime Rate is changed by the LaSalle National Bank (or any
      applicable successor thereto). The Agent shall not be obligated to give notice
      of any change in the Prime Rate. The Prime Rate shall be computed on the basis
      of a year consisting of 360 days and shall be paid for the actual number of
      days
      elapsed.

     

    
      
        
        

      

      
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    5. COVENANTS.
      Until
      the Secured Obligations have been satisfied and discharged in full, the Assignor
      covenants to and agrees with the Agent as follows:

    


    (a) The
      Assignor shall not (i) sell, assign, deliver, convey or otherwise dispose of
      or
      transfer, or create, grant, incur or permit to exist any pledge, mortgage,
      lien,
      security interest, charge or other encumbrance whatsoever (except in favor
      of
      the Agent, for its own benefit and for the ratable benefit of the Lenders and
      their Affiliates or as otherwise permitted under the Investment Agreement)
      in or
      with respect to the Collateral or any interest therein, or (ii) not make or
      consent to any amendment or other modification or waiver with respect to any
      of
      the Pledged Collateral of Debtor or enter into any agreement or allow to exist
      any restriction with respect to any of the Pledged Collateral of Debtor other
      than pursuant hereto or as may be permitted under the Investment
      Agreement

    


    (b) If,
      at
      any time hereafter, the Assignor receives or is entitled to receive into its
      possession any payments, checks, instruments, chattel paper, dividends on
      account of or in respect of the Collateral, or any other collateral or proceeds
      thereof, such Assignor shall accept such Collateral as the Agent's agent, in
      trust for the Agent without commingling such Collateral with any other property
      of the Assignor and except as otherwise permitted by the Investment Agreement
      shall, upon receipt, immediately deliver such Collateral to the Agent in the
      exact form so received, with any necessary endorsement of the Assignor or stock
      powers executed by the Assignor in blank.

    


    (c) The
      Assignor will, at all times and from time to time, defend the Collateral against
      any and all claims of any person or party whose claims are adverse to the
      claims, rights or interest of the Agent, and the Assignor shall indemnify and
      hold the Agent and the Lenders harmless from any and all such adverse claims.
      The Assignor shall bear all risk of loss, damage and diminution in value with
      respect to the Collateral, and the Assignor agrees that the Agent shall have
      no
      liability or obligation to the Assignor with respect to, and is hereby released
      by the Assignor from any of, the foregoing.

    


    (d) At
      any
      time and from time to time after the occurrence of an Event of Default (as
      hereinafter defined) or a default under any of the Secured Obligations which
      is
      continuing uncured and unwaived, the Assignor shall, upon request of the Agent,
      execute and deliver to the Agent any proxies, stock powers or assignments with
      respect to the Collateral or endorse any instruments or chattel paper with
      respect to the Collateral as so requested.

    


    (e) The
      Assignor hereby (i) appoints the Agent as its proxy and attorney-in-fact,
      (ii) authorizes the Agent to take any action for and on behalf of the
      Assignor which is required of the Assignor hereunder, and
      (iii) acknowledges that the constitution and appointment of such proxy and
      attorney-in-fact are coupled with an interest and are irrevocable.

    


    (f) The
      Assignor will promptly execute and deliver at its expense all further
      instruments and documents and take all further action that may be necessary
      and
      desirable or that the Agent may reasonably request in order to (i) perfect
      and
      protect the security interest created hereby in the Pledged Collateral of
      Assignor (including, without limitation, any and all action necessary to satisfy
      the Agent that the Agent has obtained a perfected security interest in all
      Pledged Collateral); (ii) enable the Agent to exercise and enforce its rights
      and remedies hereunder in respect of the Pledged Collateral; and (iii) otherwise
      effect the purposes of this Pledge Agreement, including, without limitation
      and
      if requested by the Agent, delivering to the Agent irrevocable proxies in
      respect of the Pledged Collateral.

    


    
      
        
        

      

      
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    6. EVENTS
      OF DEFAULT.
      The
      Assignor shall be in default under this Pledge Agreement upon the occurrence
      of
      any one or more of the following events or conditions (an "Event
      of Default"):

    


    (a) nonpayment
      of any of the Secured Obligations when due, whether by acceleration or otherwise
      and such nonpayment continues beyond any applicable grace period;

    


    (b) the
      Assignor shall default in the performance or fail to perform any promise,
      covenant or agreement to be performed by the Assignor hereunder or under any
      other agreement now existing or hereafter entered into between the Assignor
      and
      the Agent, or the Borrower shall default in the performance or fail to perform
      any promise, covenant or agreement to be performed by the Borrower under any
      other agreement now existing or hereafter entered into between the Borrower
      and
      the Agent or any or the Lenders;

    


    (c) any
      misrepresentation or breach of any warranty by the Assignor in this Pledge
      Agreement, in connection with the Collateral or in any other agreement entered
      into between the Assignor and the Agent, or
      by the
      Borrower in the Investment Agreement;

    


    (d) the
      dissolution of the Assignor  or
      the
      Borrower;

    


    (e) the
      Assignor or the Borrower shall make an assignment for the benefit of creditors,
      fail to pay, or admit in writing its inability to pay its debts as they mature;
      or a trustee for any substantial part of the assets of the Assignor or the
      Borrower is applied for or appointed,
      and
      in
      the case of such trustee being appointed in a proceeding brought against the
      Assignor or the Borrower, (i)  such party, by any action or failure to act,
      indicates its approval of, consent to or acquiescence therein, or (ii) an
      order shall be entered approving the petition in such proceedings and such
      order
      is not vacated, stayed on appeal or otherwise shall not have ceased to continue
      in effect within thirty (30) days after the entry thereof;

    


    (f) any
      proceeding shall be commenced by or against the Assignor or the Borrower under
      any bankruptcy, receivership, insolvency, reorganization, readjustment of debt,
      dissolution or liquidation law or statute of the United States, any state or
      any
      foreign jurisdiction,
      and
      in
      the case of any such proceeding being instituted against the Assignor or the
      Borrower, (i)  such party, by any action or failure to act indicates its
      approval of, consent to or acquiescence therein, or (ii) an order shall be
      entered approving the petition in such proceedings and such order is not
      vacated, stayed on appeal or otherwise shall not have ceased to continue in
      effect within thirty (30) days after the entry thereof;

    


    (g) the
      entry
      of any judgment, levy, attachment, garnishment or other process against the
      Assignor or the Borrower, or the creation or filing of any lien or encumbrance
      upon the Collateral or the making of any levy, judicial seizure, or attachment
      thereof or thereon;

    


    (h) the
      failure of the Assignor to do any act necessary to preserve and maintain the
      value and collectability of any of the Collateral; or

    


    (i) the
      Agent
      in good faith deems itself and/or the Lenders insecure.

     

    
      
        
        

      

      
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    7. RIGHTS
      AND REMEDIES OF ADMINSTRATIVE
      AGENT
      UPON
      DEFAULT.
      The
      rights and remedies provided herein and in any other agreements between the
      Assignor and the Agent are cumulative and are in addition to and not exclusive
      of the rights and remedies of a secured party under UCC and any other rights
      or
      remedies provided by applicable law. Upon the happening or occurrence of an
      Event of Default, and at any time thereafter and from time to time, the Agent,
      for the ratable benefit of the Lenders and their Affiliates, shall have all
      of
      the rights and remedies of a secured party under the UCC, as well as the
      following rights and remedies:

    


    (a) The
      Agent
      may exercise any or all voting rights as to any or all of the
      Collateral.

    


    (b) The
      Agent
      may collect any and all money due or to become due and enforce in the Assignor's
      name all rights with respect to the Collateral.

    


    (c) The
      Agent
      may take immediate possession of the Collateral.

    


    (d) Without
      demand, notice or advertisement, all of which are hereby expressly waived to
      the
      extent permitted by applicable law, the Agent may sell, pledge, transfer or
      otherwise dispose of, or enter into an agreement with respect to the foregoing,
      or otherwise realize on any of the Collateral, or any part thereof, at any
      broker's board or on any exchange or at public or private sale or sales, held
      at
      such place or places in the City of Indianapolis or otherwise, and at such
      time
      or times within ordinary business hours, for a purchase price or prices in
      cash
      or, without assuming any credit risk or thereby discharging the Secured
      Obligations to the extent of said purchase price until paid in cash and
      reserving the right to resell the Collateral upon the failure of said purchaser
      to so pay the purchase price therefor, upon credit or future delivery, and
      upon
      such other terms and conditions as the Agent deems satisfactory, and, if
      required by law, as set forth in any applicable notice. The Agent shall not
      be
      obligated to make any such sale pursuant to any such applicable notice required
      by law. The Agent may, without notice or publication, adjourn any such sale
      or
      cause the same to be adjourned from time to time by announcement at the time
      and
      place fixed for the sale, and such sale maybe made at any time or place to
      which
      the same may be so adjourned. The Agent, for its own account, may purchase
      any
      or all of the Collateral at any public sale and, in lieu of payment of the
      purchase price therefor, may set off or apply the purchase price against the
      Secured Obligations. The Agent is authorized, at any sale, if it deems it
      advisable so to do, to restrict the prospective bidders or purchasers to
      financially reputable persons who will represent and agree that they are
      purchasing for their own account, for investment, and not with a view to the
      distribution or sale of any of the Collateral. Upon any such sale, the Agent
      shall have the right to deliver, assign, and transfer to the purchaser thereof,
      including the Agent, that portion of the Collateral so sold. Each purchaser,
      including the Agent, at any sale shall hold the property sold absolutely free
      from any claim or right of whatsoever kind, including any equity or right of
      redemption of the Assignor, and the Assignor hereby specifically waives and
      releases all rights of redemption, stay or appraisal which it has or may have
      under any rule or law or statute now existing or hereafter adopted. The Agent,
      however, instead of exercising the power of disposition herein conferred upon
      it, may proceed by a suit or suits at law or in equity to foreclose the pledge
      and sell the Collateral, or any portion thereof, under a judgment or decree
      of a
      court or courts of competent jurisdiction. After deducting from the proceeds
      of
      the foregoing sale or other disposition of said Collateral, all expenses
      incurred by the Agent in connection therewith (including reasonable attorneys
      fees), the Agent shall apply such proceeds towards the satisfaction of the
      Secured Obligations, in such order of application as Agent may, from time to
      time elect, and shall account to the Assignor for any surplus of such
      proceeds.

     

    
      
        
        

      

      
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    8. NO
      DUTY CONCERNING COLLECTION ON COLLATERAL.
      The
      Agent shall not be liable for its failure to give notice to the Assignor of
      a
      default under this Pledge Agreement or under any other agreement between the
      Assignor and the Agent. The Agent shall not be liable for its failure to use
      diligence to collect any amount payable in respect to the Collateral, but shall
      be liable only to account to the Assignor for what the Agent may actually
      collect or receive thereon.

    


    9. FURTHER
      ASSURANCES.
      The
      Assignor hereby irrevocably authorizes the Agent at any time and from time
      to
      time to file in any jurisdiction any initial UCC financing statements and/or
      amendments thereto naming the Agent, as agent, as Secured Party, and the
      Assignor, as Debtor, that (a) describe the Collateral, and (b) contain
      any other information required by part 5 of Article 9 of the UCC for the
      sufficiency or filing office acceptance of any financing statement or amendment,
      and which shall evidence the Agent's perfection of a security interest on the
      ratable behalf of the Lenders in such Collateral as security for the Secured
      Obligations. The Assignor, upon demand, shall furnish to the Agent such further
      information, execute and deliver such other documents and do all such other
      acts
      and things as the Agent may at any time, or from time to time, reasonably
      request as being necessary or appropriate to establish and maintain a perfected
      first security interest in the Collateral or to otherwise evidence, document
      or
      conclude the transactions contemplated hereby. The Assignor shall pay all costs
      and expenses of filing such financing statements, of all searches of records,
      wherever filing or recording or searching of records is deemed by the Agent
      to
      be necessary and desirable, or otherwise incurred by the Agent or its agents
      in
      carrying out the provisions of this Assignment. A photographic, carbon or other
      reproduction of this Assignment shall be sufficient as a financing
      statement.

    


    10. ASCERTAINING
      MATURITIES, CALLS, ETC.
      Without
      limiting the foregoing, it is specifically understood and agreed that the Agent
      shall have no responsibility for ascertaining any maturities, calls,
      conversations, exchanges, offers, tenders, or similar matters relating to any
      of
      the Collateral or for informing the Assignor with respect to any of such matters
      (irrespective of whether the Agent actually has, or may be deemed to have,
      knowledge thereof). The foregoing provisions of this section shall be fully
      applicable to all securities or similar property held in pledge hereunder,
      irrespective of whether the Agent may have exercised any right to have such
      securities or similar property registered in its name or in the name of a
      nominee.

    


    11. WAIVER
      OF DEFENSES.
      No
      renewal or extension of the time of payment of the Secured Obligations; no
      release or surrender of, or failure to perfect or enforce any security interest
      for the Secured Obligations; no release of any person primarily or secondarily
      liable on the Secured Obligations (including any maker, endorser, or guarantor);
      no delay in enforcement of payment of the Secured Obligations; and no delay
      or
      omission in exercising any right or power with respect of the Secured
      Obligations or any security agreement securing the Secured Obligations shall
      affect the rights of the Agent in the Collateral. The Assignor hereby waives
      presentment, protest, demand, notice of dishonor or default, notice of any
      loans
      made, extensions granted, or other action taken in reliance hereon and all
      demands and notices of any kind in connection with the Secured
      Obligations.

    


    12. WAIVER
      OF ASSIGNOR'S SUBROGATION RIGHTS.
      In case
      of any bankruptcy, reorganization, debt arrangement or other proceeding under
      any bankruptcy or insolvency law, or any dissolution, liquidation or
      receivership proceeding is instituted by or against the Borrower or the
      Assignor, all Secured Obligations then existing shall, without notice to anyone,
      immediately become due or accrued and be payable, jointly and severally, from
      the Assignor. If bankruptcy or reorganization proceedings at any time are
      instituted by or against the Borrower under the United States Bankruptcy Code,
      the Assignor hereby: (a) expressly and irrevocably waives, to the fullest
      extent possible, on behalf of himself and his heirs and administrators
      (including any surety) and any other person, any and all rights at law or in
      equity to subrogation, to reimbursement, to exoneration, to contribution, to
      indemnification, to set off or to any other rights that could accrue to a surety
      against a principal, to a guarantor against a maker or obligor, to an
      accommodation party against the party accommodated, to a holder or transferee
      against a maker, or to the holder of a claim against any person, and which
      the
      Assignor may have or hereafter acquire against any person in connection with
      or
      as a result of the Assignor's execution, delivery and/or performance of this
      Pledge Agreement, or any other documents to which the Assignor is a party or
      otherwise; (b) expressly and irrevocably waives any "claim" (as such term
      is defined in the United States Bankruptcy Code) of any kind against the
      Borrower, and further agrees that he shall not have or assert any such rights
      against any person (including any surety), either directly or as an attempted
      set off to any action commenced against the Assignor by the Agent, the Lenders
      or any other person; and (c) acknowledges and agrees that (i) this
      waiver is intended to benefit the Agent and the Lenders and shall not limit
      or
      otherwise effect the Assignor's liability hereunder or the enforceability of
      this Pledge Agreement, (ii) the Borrower and its successors and assigns and
      the Lenders and their successors and assigns are intended third party
      beneficiaries of this waiver, and (iii) the agreements set forth in this
      section and the Agent's and the Lenders' rights under this section shall survive
      payment in full of the Secured Obligations.

     

    
      
        
        

      

      
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    13. WAIVER
      BY AGENT OR LENDER.
      No
      course of dealing between the Assignor and the Agent or any Lender, nor any
      failure to exercise, nor any delay in exercising any right, remedy, power or
      privilege of the Agent or any Lender hereunder, under the Notes or under any
      other agreement entered into between the Assignor and the Agent or any Lender,
      shall operate as a waiver thereof. No waiver by the Agent or any Lender of
      any
      Event of Default or any right or remedy hereunder, under the Investment
      Agreement or
      under
      any document or agreement shall constitute a waiver of any other event of
      default, right or remedy of the Agent or such Lender, nor of the same event
      of
      default, right or remedy on a future occasion.

    


    14. GOVERNING
      LAW; SEVERABILITY.
      This
      Pledge Agreement shall be governed by and construed in accordance with the
      laws
      of the State of New York. Wherever possible each provision of this Pledge
      Agreement shall be interpreted in such manner as to be effective and valid
      under
      applicable law, but if any provision of this Pledge Agreement shall be
      prohibited by or invalid under such law, such provision shall be ineffective
      to
      the extent of such prohibition or invalidity, without invalidating the remainder
      of such provision or the remaining provisions of this Pledge
      Agreement.

    


    15. SUCCESSORS
      AND ASSIGNS.
      This
      Pledge Agreement and all rights and liabilities hereunder and in and to any
      and
      all Collateral shall inure to the benefit of the Agent, for its own benefit
      and
      for the ratable benefit of the Lenders, and their successors and assigns, and
      shall be binding on the Assignor, its successors
      and assigns.

    


    16. NOTICE.
      Any
      notice of any sale, lease, other disposition, or other intended action by the
      Agent shall be deemed reasonable if in writing, addressed to the Assignor at
      the
      address set forth above, or any other address designated in a written notice
      by
      the Assignor previously received by the Agent and deposited, first class postage
      prepaid, in the United States mails five (5) days in advance of the intended
      disposition or other intended action, provided, however, that the foregoing
      shall not preclude the fact that failure to give such notice or notice by other
      means may be reasonable under the particular circumstances
      involved.

    


    17. DURATION
      AND EFFECT.
      This
      Pledge Agreement shall remain and continue in full force and effect
      (notwithstanding, without limitation, the dissolution of the Assignor or the
      Borrower) from the date hereof until all of the Secured Obligations have been
      fully and completely paid, satisfied and discharged. Thereupon, this Pledge
      Agreement shall terminate and the Agent shall release any Collateral still
      held
      by it which has not been sold or otherwise disposed of in accordance with
      Section 7 hereof and applied toward the satisfaction of the Secured Obligations
      hereunder, and the Agent shall, unless otherwise required to deliver such
      Collateral to the Senior Agent in accordance with the terms of the Intercreditor
      Agreement, deliver any such Collateral to the Assignor, together with any
      necessary stock powers or assignment executed by the Agent in blank, at the
      Assignor's expense. The Assignor acknowledges that this Pledge Agreement is
      and
      shall be effective upon execution by the Assignor and delivery to and acceptance
      hereof by the Agent, and it shall not be necessary for the Agent to execute
      any
      acceptance hereof or otherwise to signify or express its acceptance hereof
      to
      the Assignor.

     

    
      
        
        

      

      
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    18. CONTROL
      COLLATERAL HELD BY CONTROL AGENT.
      Notwithstanding any provision to the contrary herein, any Collateral that
      constitutes Control Collateral (as defined in the Intercreditor Agreement)
      that
      is held by the Agent, for the benefit of the Lenders, hereunder shall be deemed
      to be held by the Control Agent (as defined in the Intercreditor Agreement)
      in
      accordance with the Intercreditor Agreement.

    


    19. INTERCREDITOR
      PROVISION.
      Notwithstanding anything herein to the contrary, the lien and security interest
      granted to the Agent pursuant to this Pledge Agreement and the exercise of
      any
      right or remedy by the Agent hereunder are subject to the Intercreditor
      Agreement, as the same may be amended, supplemented, modified or replaced from
      time to time. In the event of any conflict between the terms of this Pledge
      Agreement and the Intercreditor Agreement, the terms of the Intercreditor
      Agreement shall govern.

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
      executed as of the date first written above. 

     

    
      	 	ASSIGNOR:
	 	 
	 	
              GFN
                NORTH AMERICA CORP.,

              a
                Delaware corporation 

            
	 	 	 
	 	By:	/s/
              John O. Johnson
	 	Name:	John
              O. Johnson
	 	Title:	Chief
              Operating Officer


    

    
       

      
        	 	AGENT:
	 	 
	 	
                LAMINAR
                  DIRECT CAPITAL L.L.C.,

                in
                  its capacity as Collateral Agent

              
	 	 	 
	 	By:	/s/
                Brandon Baer
	 	Name:	Brandon
                Baer
	 	Title:	Authorized
                Secretary


      

       

    

    
      
        
        

      

      
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