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 SEPTEMBER 23, 2008, THE "SUBORDINATION
      AGREEMENT")
      AMONG
      LAMINAR DIRECT CAPITAL, L.L.C. (AS SUCCESSOR TO LAMINAR DIRECT CAPITAL 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.

    


    SECURITY
      AGREEMENT

    


    THIS
      SECURITY AGREEMENT (this "Agreement")
      dated
      as of October 1, 2008
      is
      by and among GFN NORTH AMERICA CORP., a Delaware corporation
      (the "Debtor")
      and
      LAMINAR DIRECT CAPITAL, L.L.C., as collateral agent (in such capacity, the
      "Agent")
      for
      the for the lenders (collectively, the "Lenders"
      and
      each individually, a "Lender")
      from
      time to time party to the Investment Agreement described below.

    


    RECITALS

    


    A. The
      Lenders have made certain financial accommodations to Pac-Van, Inc., an Indiana
      corporation (the "Borrower"),
      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 September 23, 2008, the "Original
      Investment Agreement"),
      and
      as evidenced by the Notes.

    


    B. 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 Loan Documents and (ii) acquire all of the assets
      of MOAC, including all of the issued and outstanding Capital Stock of the
      Borrower.

    


    C. 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 that certain
      Continuing Unconditional Guaranty dated as of August 2, 2006 (which was given
      by
      MOAC in favor of the Agent, for the ratable benefit of the Lenders, connection
      with the closing of the Original Investment Agreement) 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 extension and continuation
      of credit by the Lenders to the Borrower under the Investment Agreement and
      the
      Notes, the Lenders require that the Debtor
      shall
      have executed and delivered this Agreement to the Collateral
      Agent
      for the
      ratable benefit of the Lenders to secure the performance of the Debtor under
      the
      Subdebt Parent Guaranty and of the Borrower under the Investment Agreement
      and
      the Notes;

    .

    NOW,
      THEREFORE,
      in
      consideration of the premises and other good and valuable consideration, the
      receipt and sufficiency of which are hereby acknowledged, the parties hereto
      agree as follows:

     

    1. Definitions.

    


    
      	 	 	
              (a)

            	
              Capitalized
                terms used and not otherwise defined herein shall have the meanings
                ascribed to such terms in the Investment Agreement, and the following
                terms which are defined in the Uniform Commercial Code in effect
                in the
                State of New York except as such terms may be used in connection
                with the
                perfection of the Collateral and then the applicable jurisdiction
                with
                respect to such affected Collateral shall apply (as hereinafter defined)
                (the
                "UCC")
                on
                the date hereof are used herein as so defined: Accessions, Account
                Debtor,
                Accounts, As-Extracted Collateral, Certificated Security, Chattel
                Paper,
                Commercial Tort Claims, Commingled Goods, Consumer Goods, Control,
                Deposit
                Accounts, Documents, Electronic Chattel Paper, Equipment, Farm Products,
                Financial Assets, Fixtures, General Intangibles, Goods,
                Health-care-insurance Receivable, Instruments, Inventory, Investment
                Property, Letter-of-Credit Rights, Manufactured Homes, Payment Intangible,
                Proceeds, Promissory Note, Securities Account, Securities Intermediary,
                Security, Security Entitlement, Software, Standing Timber, Supporting
                Obligation, Tangible Chattel Paper and Uncertificated Security.
                

            


    

    


    
      	
            	(b)	
              In
                addition, the following terms shall have the following
                meanings:

            


    

    


    "Collateral"
      has the
      meaning set forth in Section
      2
      hereof.

     

    "Lender"
      has the
      meaning set forth in the Preamble hereof. 

    


    "Secured
      Obligations"
      means,
      without duplication, (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.

    


    
      	
              2.

            	
              Grant
                of Security Interest in the Collateral.
                To secure the prompt and full payment and complete performance of
                all
                Secured Obligations of Debtor to the Lenders, for valuable consideration,
                the receipt and sufficiency of which are hereby acknowledged, Debtor
                hereby grants, pledges and assigns to the Agent, for the benefit
                of the
                Lenders, a continuing security interest in, and a right of set off
                against, any and all right, title and interest of the Debtor in and
                to the
                following described property of the Debtor (collectively, the
                "Collateral"):
                

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (a) All
      property of, or for the account of, the Debtor now or hereafter coming into
      the
      possession, Control or custody of, or in transit to, the Lenders or any agent
      or
      bailee for the Lenders or any parent, affiliate or subsidiary of the Lenders
      or
      any participant with the Lenders in the Loan (whether for safekeeping, deposit,
      collection, custody, pledge, transmission or otherwise), including all earnings,
      dividends, interest, or other rights in connection therewith and the products
      and proceeds therefrom, including the proceeds of insurance thereon; and


    


    (b) The
      additional property of the Debtor, whether now existing or hereafter arising
      or
      acquired, and wherever now or hereafter located, together with all additions
      and
      accessions thereto, substitutions for, and replacements, products and proceeds
      therefrom, and all of the Debtor's books and records and recorded data relating
      thereto (regardless of the medium of recording or storage), together with all
      of
      the Debtor's right, title and interest in and to all computer software required
      to utilize, create, maintain and process any such records or data on electronic
      media, identified and set forth as follows: 

    


    (i) All
      Accounts and all Goods whose sale lease or other disposition by the Debtor
      has
      given rise to Accounts and have been returned to, or repossessed or stopped
      in
      transit by, the Debtor, or rejected or refused by an Account Debtor;


    


    (ii) All
      Inventory, including, without limitation, raw materials, work-in-process and
      finished goods; 

    


    (iii) All
      Goods, including, without limitation, embedded software, Equipment, vehicles,
      furniture and Fixtures

    


    (iv) All
      Software and computer programs; 

    


    (v) All
      Securities, Investment Property, Financial Assets and Deposit
      Accounts;

    


    (vi) All
      Chattel Paper, Electronic Chattel Paper, Instruments, Documents, Letter of
      Credit Rights, all proceeds of letters of credit, Health-care-insurance
      Receivables, Supporting Obligations, notes secured by real estate, Commercial
      Tort Claims and General Intangibles (including, without limitation, patents,
      trademarks, copyrights, applications therefore and licenses thereof, and Payment
      Intangibles);

    


    (vii) All
      Commercial Tort Claims described on Schedule
      1
      hereto.

    


    (viii) All
      insurance policies and proceeds insuring the foregoing property or any part
      thereof, including unearned premiums; and

    


    (ix) To
      the
      extent not otherwise included, all Accessions and Proceeds of any and all of
      the
      foregoing.

    


    Debtor
      and the Agent, on behalf of the Lenders, hereby acknowledge and agree that
      the
      security interest created hereby in the Collateral (i) constitutes continuing
      collateral security for all of the Secured Obligations, whether now existing
      or
      hereafter arising and (ii) is not to be construed as an assignment of any
      copyrights, copyright licenses, patents, patent licenses, trademarks or
      trademark licenses (or any applications therefore).


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3. General
      Representations and Covenants.
      In each
      case subject to the provisions of the Intercreditor Agreement, Debtor
      represents, warrants and covenants as follows: 

    


    (a) (i)
      Debtor
      is, or as to Collateral arising or to be acquired after the date hereof, shall
      be, the sole owner of the Collateral free from any and all Liens, security
      interests, encumbrances claims and interests (other than Liens permitted by
      the
      Investment Agreement); and (ii) no security agreement financing statement,
      equivalent security or lien instrument or continuation statement covering any
      of
      the Collateral is on file or of record in any public office (other than in
      respect of the Liens permitted under the Investment Agreement). 

    


    (b) Debtor
      shall not create, permit or suffer to exist, and shall take such action as
      is
      necessary to remove, any claim to or interest in or Lien or encumbrance upon
      the
      Collateral (other than Liens permitted under the Investment Agreement) and
      shall
      defend the right, title and interest of the Agent and Lenders in and to the
      Collateral against all claims and demands of all persons and entities at any
      time claiming the same or any interest therein. 

    


    (c) Debtor
      is
      a corporation organized and existing under the laws of the State of Indiana.
      Debtor's principal place of business and chief executive office is located
      at
      the address set forth on Schedule
      2
      attached
      hereto ("Executive
      Office").
      Debtor has no other place of business, except as shown in Schedule
      2
      attached
      to, and made a part of this Agreement. Debtor shall not change its Executive
      Office or do business at a location not shown on Schedule
      2
      without
      Agent's prior written consent. Debtor's records concerning the Accounts, Chattel
      Paper, General Intangibles, Payment Intangibles, Inventory and other Collateral
      shall be maintained at the Debtor's Executive Office. 

    


    (d) At
      least
      thirty (30) days prior to the occurrence of any of the following events, Debtor
      shall deliver to Agent written notice of such impending events: (i) a change
      in
      Debtor's Executive Office or place of business; (ii) the opening or closing
      of
      any other place of business; or (iii) a change in Debtor's name, identity or
      corporate structure. 

    


    (e) Subject
      to any limitation stated therein or in connection therewith, all information
      furnished by Debtor concerning the Collateral or otherwise in connection with
      the Secured Obligations, is or shall be at the time the same is furnished,
      accurate, correct and complete in all material respects. 

    


    (f) The
      Collateral is and shall be used primarily for business purposes. 

    


    (g) None
      of
      the Collateral consists of, or is the Accessions or the Proceeds of,
      As-Extracted Collateral, Consumer Goods, Farm Products, Manufactured Homes,
      or
      timber to be cut.

    


    (h) Schedule
      1
      hereto
      sets forth each Commercial Tort Claim by or in favor of the Debtor. Debtor
      shall
      (i) promptly notify the Administrative Agent in writing of the initiation of
      any
      Commercial Tort Claim by or in favor of the Debtor, and (ii) execute and deliver
      such statements, documents and notices and do and cause to be done all such
      things as the Agent may reasonably deem necessary or appropriate, or as are
      required by law, to create, perfect and maintain the Agent’s security interest
      in any Commercial Tort Claim.

    


    (i) This
      Agreement creates a valid security interest in favor of the Agent, for the
      benefit of the Lenders, in the Collateral of the Debtor and, when properly
      perfected by filing, shall constitute a valid perfected security interest in
      such Collateral, to the extent such security interest can be perfected by filing
      under the UCC, free and clear of all Liens except for Liens permitted under
      the
      Investment Agreement.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (j) If
      any
      amount payable under or in connection with any of the Collateral shall be or
      become evidenced by any Instrument or Tangible Chattel Paper, or if any property
      constituting Collateral shall be stored or shipped subject to a Document, Debtor
      shall (i) ensure that such Instrument, Tangible Chattel Paper or Document is
      either in the possession of Debtor at all times or, if requested by the Agent,
      is promptly delivered to the Agent, duly endorsed in a manner satisfactory
      to
      the Agent and (ii) at the Agent’s request, ensure that any Collateral consisting
      of Tangible Chattel Paper is marked with a legend acceptable to the Agent
      indicating the Agent’s security interest in such Tangible Chattel
      Paper.

    


    (k) Execute
      and deliver all agreements, assignments, instruments or other documents as
      the
      Agent shall reasonably request for the purpose of obtaining and maintaining
      control within the meaning of the UCC with respect to any Collateral consisting
      of Deposit Accounts, Investment Property, Letter-of-Credit Rights and Electronic
      Chattel Paper.

    


    (l) If
      any
      Collateral with a value in excess of $500,000 is at any time in the possession
      or control of a warehouseman or bailee of Debtor, Debtor shall notify the Agent
      of such possession or control, and if requested by the Agent (i) notify such
      Person of the Agent’s security interest in such Collateral, (ii) instruct such
      Person to hold all such Collateral for the Agent’s account and subject to the
      Agent’s instructions and (iiii) use commercially reasonable efforts to obtain an
      acknowledgment from such Person that it is holding such Collateral for the
      benefit of the Agent.

    


    
      	
              4.

            	
              Collection
                of Receivables.
                Unless otherwise directed by the Agent after the occurrence and during
                the
                continuance of an Event of Default under the Investment Agreement,
                Debtor
                shall collect all of Debtor's acceptances, Accounts, Chattel Paper,
                Electronic Chattel Paper, contract rights, Documents, drafts Financial
                Assets, General Intangibles, Investment Property, Security Entitlements,
                Securities, Letter of Credit Rights, Proceeds of letters of credit,
                Supporting Obligations, Payment Intangibles, income and all other
                tax
                refunds, Instruments, negotiable documents and notes (individually,
                "Receivable"
                and, collectively, "Receivables"),
                and, after an Event of Default, whenever Debtor shall receive payment
                of
                any Receivable, Debtor shall hold such payment in trust for Agent
                for the
                benefit of Lenders and shall forthwith deliver the same to Agent
                for the
                benefit of Lenders in the form received by Debtor without commingling
                with
                any funds belonging to Debtor. After the occurrence of an Event of
                Default, Debtor authorizes Agent to endorse the name of Debtor upon
                any
                checks or other items received in payment of any Receivable and to
                do any
                and all things necessary in order to reduce the same to money. All
                amounts
                received by Agent for the benefit of Lenders representing payment
                of
                Receivables may be applied by Agent for the benefit of Lenders to
                the
                payment of the Secured Obligations in such order or preference as
                Lenders
                may determine, or Agent may, at its option, impound all or any portion
                of
                such amounts and retain said amounts for the benefit of Lenders as
                security for the payment of the Secured Obligations, with the right
                on the
                part of Debtor, upon approval by Lenders, to obtain the release of
                all or
                part of such impounded amounts. Agent may, however, at any time,
                apply all
                or any part of such impounded amounts as aforesaid. Debtor also authorizes
                Agent for the benefit of Lenders at any time, after the occurrence
                of an
                Event of Default, without notice, to appropriate and apply any balances,
                credits, deposits, accounts or money of Debtor in Lenders' possession,
                custody or control to the payment of any of the Secured Obligations.
                If
                any of Debtor's Receivables arise out of contracts with or orders
                from the
                United States or any State or any department, agency or instrumentality
                thereof, Debtor shall immediately notify Agent thereof in writing
                and
                shall execute any instrument and take any steps required by Agent
                in order
                that all money due and to become due under such contract or order
                shall be
                assigned to Agent for the benefit of Lenders and due notice thereof
                given
                to the appropriate governmental agency. Debtor agrees to execute,
                deliver,
                file and record all such notices, affidavits, assignments, financing
                statements and other instruments as shall in the judgment of Lenders
                be
                necessary or desirable to evidence, validate and perfect the security
                interest of Agent for the benefit of Lenders in the Receivables.
                After the
                occurrence of an Event of Default, Agent shall have the right to
                notify
                any persons or entities owning any Receivables and to demand and
                receive
                payment, but Agent shall have no duty so to do. Upon request of Agent
                at
                any time, after the occurrence of an Event of Default, Debtor shall
                notify
                such account debtors and shall indicate on all invoices to such account
                debtors that the accounts are payable to Agent for the benefit of
                Lender.
                

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              5.

            	
              Insurance.
                Debtor shall have and maintain insurance at all times with respect
                to all
                Equipment, Inventory and other tangible real and personal property
                (i)
                insuring against risks of fire (including so-called extended coverage),
                explosion, theft sprinkler leakage and such other casualties as Agent
                may
                designate, and (ii) insuring against liability for personal injury
                and
                property damage relating to the Equipment and Inventory of the Debtor,
                containing such terms, in such form, for such periods and written
                by such
                companies as required by the Investment Agreement. Notwithstanding
                any
                provision of this Agreement or any note or guaranty secured hereby
                to the
                contrary, such policy or policies of insurance shall contain a mortgagee,
                lender loss payee, union, standard or New York clause, in each case
                as
                required by the Intercreditor Agreement. All policies of insurance
                shall
                provide for thirty (30) days' written minimum cancellation notice
                to
                Agent, and, at request of Agent, shall be delivered to and held by
                it.
                Agent may act as attorney for Debtor in obtaining, adjusting, settling
                and
                canceling such insurance and endorsing any drafts. In the event of
                failure
                to provide insurance as herein provided, Agent may, at its option,
                provide
                such insurance and Debtor shall pay to Agent, for the benefit of
                Lenders,
                upon demand, the cost thereof. Should Debtor fail to pay said sum
                to Agent
                upon demand, interest shall accrue thereon, from the date of demand
                until
                paid in full, at the highest rate set forth in any document or instrument
                evidencing any of the Secured Obligations.


            


    

    


    
      	
              6.

            	
              Inspection.
                Debtor shall at all times keep accurate and complete records of the
                Receivables and Debtor shall, at all reasonable times and from time
                to
                time, allow Agent, by or though any of its officers, agents, attorneys
or
                accountants, to examine, inspect and make extracts from Debtor's
                books and
                records and, after the occurrence of an Event of Default, to arrange
                for
                verification of the Receivables directly with account debtors or
                by other
                methods and to examine and inspect the Collateral wherever located.
                Debtor
                shall perform, do, make, execute and deliver all such additional
                and
                further acts, things, deeds, assurances and instruments as Agent
                may
                require to more completely vest in and assure to Agent and Lenders
                their
                rights hereunder and in or to the Collateral.


            


    

    


    
      	7.	
              Preservation
                and Disposition of Collateral.
                

            


    

    


    (a) Debtor
      shall keep the Collateral free from any and all Liens, security interests
      encumbrances, claims and interests (other than Liens arising under the Senior
      Transaction Documents or Liens otherwise permitted by the Investment Agreement).
      Debtor shall advise Agent promptly, in writing and in reasonable detail, (i)
      of
      any material encumbrance upon or claim asserted against any of the Collateral;
      (ii) of any material change in the composition of the Collateral; (iii) of
      any
      change in location of the Collateral; and (iv) of the occurrence of any other
      event that would have a material effect upon the aggregate value of the
      Collateral or upon the security interest Lenders. 

    


    (b) Except
      for the sale of Inventory in the ordinary course of business, Debtor shall
      not
      sell or otherwise dispose of the Collateral; provided,
      however,
      that
      until default, Debtor may use the Equipment and Inventory in any lawful manner
      not inconsistent with this Agreement or with the terms or conditions of any
      policy of insurance thereon. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (c) Debtor
      shall keep the Collateral in good condition and shall not misuse, abuse,
      secrete, waste or destroy any of the same, but only to the extent that such
      action would have a material adverse effect on the Collateral. 

    


    (d) Debtor
      shall not use the Collateral in violation of any statute, ordinance regulation,
      rule, decree or order. 

    


    (e) Debtor
      shall pay promptly when due all taxes, assessments, charges or levies upon
      the
      Collateral or in respect to the income or profits therefrom, except that no
      such
      charge need be paid if (i) the validity thereof is being contested in good
      faith
      by appropriate proceedings; (ii) such proceedings do not involve any danger
      of
      sale, forfeiture or loss of any Collateral or any interest therein; and (iii)
      such charge is adequately reserved against in accordance with generally accepted
      accounting principles. 

    


    (f) At
      its
      option, Agent may, for the benefit of Lenders, discharge taxes, liens security
      interests or other encumbrances at any time levied or placed on the Collateral
      and may pay for the maintenance and preservation of the Collateral. Debtor
      agrees to reimburse Agent upon demand for any payment made or any expense
      incurred (including reasonable attorneys' fees) by Agent pursuant to the
      foregoing authorization. Should Debtor fail to pay said sum to Agent upon
      demand, interest shall accrue thereon, from the date of demand until paid in
      full, at the highest rate set forth in any document or instrument evidencing
      any
      of the Secured Obligations. 

    


    (g) Upon
      Agent's request at any time or times, Debtor shall assign and deliver to Agent,
      for the benefit of Lenders, any collateral and shall furnish to Agent additional
      collateral of value and character satisfactory to Lenders as security for the
      Secured Obligations. 

    


    
      	
              8.

            	
              Extensions
                and Compromises.
                With respect to any Collateral held by Agent, for the benefit of
                Lenders,
                as security for the Secured Obligations, Debtor assents to all extensions
                or postponements of the time of payment thereof or any other indulgence
                in
                connection therewith, to each substitution exchange or release of
                Collateral, to the addition or release of any party primarily or
                secondarily liable, to the acceptance of partial payments thereon
                and to
                the settlement, compromise or adjustment thereof, all in such manner
                and
                at such time or times as Lenders may deem advisable. Neither Agent
                nor
                Lenders shall have any duty as to the collection or protection of
                Collateral or any income therefrom, nor as to the preservation of
                rights
                against prior parties, nor as to the preservation of any right pertaining
                thereto, beyond the safe custody of Collateral in the possession
                of Agent
                or Lenders. 

            


    

    


    
      	
              9.

            	
              Perfection
                of Security Interests; Financing Statements.
                At the request of Agent, (a) Debtor shall execute
                and deliver to the Agent such agreements, assignments or instruments
                (including affidavits, notices, reaffirmations and amendments and
                restatements of existing documents, as the Agent may reasonably request)
                and do all such other things as the Agent may reasonably deem necessary
                or
                appropriate (i) to assure to the Agent the effectiveness and priority
                of
                its security interests hereunder, including (A) such instruments
                as the
                Agent may from time to time reasonably request in order to perfect
                and
                maintain the security interests granted hereunder in accordance with
                the
                UCC, (B) such other instruments as the Agent may from time to time
                reasonably request for filing with the United States Patent and Trademark
                office with respect to patents, trademarks, copyright of the Debtor
                and
                applications therefore.
                To
                that end, Debtor authorizes the Agent to file one or more financing
                statements (which may describe the collateral as "all assets" or
                "all
                personal property") disclosing the Agent’s security interest in any or all
                of the Collateral of the Debtor without Debtor's signature
                thereon.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


    
      	
              10.

            	
              Agent's
                Appointment as Attorney-in-Fact.
                Debtor hereby irrevocably constitutes and appoints Agent and any
                officer
                or agent thereof, with full power of substitution, as Debtor's true
                and
                lawful attorney-in-fact with full irrevocable power and authority,
                after
                the occurrence and during continuance of an Event of Default, in
                the place
                and stead of Debtor and in the name of Debtor or in Agent's own name,
                from
                time to time in Agent's discretion, for the purpose of carrying out
                the
                terms of this Agreement, to take any and all appropriate action and
                to
                execute any and all documents and instruments that may be necessary
                or
                desirable to accomplish the purposes of this Agreement and, without
                limiting the generality of the foregoing, hereby grants to Agent,
                for the
                benefit of Lenders, the power and right, on behalf of Debtor without
                notice to or assent by Debtor: 

            


    

    


    (a) To
      execute, file and record all such financing statements, certificates of title
      and other certificates of registration and operation and similar documents
      and
      instruments including, but not limited to, those relating to aircraft or marine
      vessels, as Agent may deem necessary or desirable to protect, perfect and
      validate the security interest of Agent therein. 

    


    (b) Upon
      the
      occurrence and continuance of any Event of Default, (i) to sign and endorse
      any
      invoices, freight or express bills, bills of lading, storage or warehouse
      receipts, drafts against debtors, assignments verifications and notices in
      connection with accounts and other documents relating to the Collateral; (ii)
      to
      commence and prosecute any suits, actions or proceedings at law or in equity
      in
      any court of competent jurisdiction to collect the Collateral or any part
      thereof and to enforce any other right in respect of any Collateral; (iii)
      to
      defend any suit, action or proceeding brought against Debtor with respect to
      any
      Collateral; (iv) to settle, compromise or adjust any suit, action or proceeding
      described above and, in connection therewith, to give such discharges or
      releases as Lenders may deem appropriate; and (v) generally, to sell, transfer,
      pledge, make any agreement with respect to or otherwise deal with any of the
      Collateral as fully and completely as though Lenders were the absolute owner
      thereof for all purposes and to do, at Agent's option and Debtor's expense,
      at
      any time or from time to time, all acts and things which Lenders deem necessary
      to protect, preserve or realize upon the Collateral and Agent's security
      interest therein, in order to effect the intent of this Agreement, all as fully
      and effectively as Debtor might do. 

    


    Debtor
      hereby ratifies all that said attorneys shall lawfully do or cause to be done
      by
      virtue hereof. This power of attorney is a power coupled with an interest and
      shall be irrevocable. The powers conferred upon Agent hereunder are solely
      to
      protect the Lenders' interests in the Collateral and shall not impose any duty
      upon Agent or Lenders to exercise any such powers. Agent and Lenders shall
      be
      accountable only for amounts that Agent or Lenders actually receive as a result
      of the exercise of such powers and neither Agent, any Lenders nor any of their
      respective officers, directors, employees or agents shall be responsible to
      Debtor for any act or failure to act, except for Agent's or Lenders' own gross
      negligence or willful misconduct. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              11.

            	
              Default.
                If any Event of Default shall occur and be continuing:
                

            


    

    


    (a) Agent
      may, at its option and without notice, declare the unpaid balance of any or
      all
      of the Secured Obligations immediately due and payable and this Agreement and
      any or all of the Secured Obligations in default. 

    


    (b) All
      payments received by Debtor under or in connection with any of the Collateral
      shall be held by Debtor in trust for Agent, shall be segregated from other
      funds
      of Debtor and shall forthwith upon receipt by Debtor be turned over to Agent
      in
      the same form as received by Debtor (duly endorsed by Debtor to Agent, if
      required). Any and all such payments so received by Agent (whether from Debtor
      or otherwise) may, in the sole discretion of Lenders, be held by Lenders as
      collateral security for, and/or then or at any time thereafter be applied in
      whole or in part by Lenders against, all or any part the Secured Obligations
      in
      such order as Lenders may elect. Any balance of such payments held by Agent
      or
      Lenders and remaining after payment in full of all the Secured Obligations
      shall
      be paid over to Debtor or to whomsoever may be lawfully entitled to receive
      the
      same. Nothing set forth in this subparagraph (b) shall authorize or be construed
      to authorize Debtor to sell or otherwise dispose of any Collateral without
      the
      prior written consent of Lender. 

    


    (c) Agent
      shall have the rights and remedies of a secured party under this Agreement,
      under any other instrument or agreement securing, evidencing relating to the
      Secured Obligations and under the law of the State of New York. Without limiting
      the generality of the foregoing, Agent shall have the right to take possession
      of the Collateral and all books and records relating to the Collateral and
      for
      that purpose Agent may enter upon, in accordance with law, any premises on
      which
      the Collateral or books and records relating to the Collateral or any part
      thereof may be situated and remove the same therefrom. Debtor expressly agrees
      that Agent, without demand of performance or other demand, advertisement or
      notice of any kind (except the notices specified below of time and place of
      public sale or disposition or time after which a private sale or disposition
      is
      to occur) to or upon Debtor or any other person or entity (all and each of
      which
      demands, advertisements and/or notices are hereby expressly waived), may
      forthwith collect, receive, appropriate and realize upon the Collateral, or
      any
      part thereof, and/or may forthwith sell, lease, assign, give option or options
      to purchase or sell or otherwise dispose of and deliver the Collateral (or
      contract to do so), or any part thereof, in one or more parcels at public or
      private sale or sales, at any of the offices of any of Lenders or elsewhere
      at
      such prices as Lenders may deem best, for cash or on credit or for future
      delivery without assumption of any credit risk. Lenders shall have the right
      upon any such public sale or sales, and, to the extent permitted by law, upon
      any such private sale or sales, to purchase the whole or any part of the
      Collateral so sold, free of any right or equity of redemption in Debtor. Debtor
      further agrees, at Agent's request, to assemble the Collateral and to make
      it
      available to Agent at such places as Agent may reasonably select whether at
      Debtor's premises or elsewhere. Debtor further agrees to allow Agent to use
      or
      occupy Debtor's premises, without charge, for the purpose of effecting Agent's
      remedies in respect of the Collateral. Lenders shall apply the net proceeds
      of
      any such collection, recovery, receipt, appropriation, realization or sale,
      after deducting all reasonable costs and expenses of every kind incurred in
      connection therewith or incidental to the care or safekeeping of any or all
      of
      the Collateral or in any way relating to the rights of Agent hereunder,
      including reasonable attorneys' fees and legal expenses, to the payment in
      whole
      or in part of the Secured Obligations, in such order as Lenders may elect,
      and
      only after so paying over such net proceeds and after the payment by Lenders
      of
      any other amount required by any provision of law, including Indiana Code
§26-1-9.1-615(a), need Agent or Lenders account for the surplus if any to
      Debtor. To the extent permitted by applicable law, Debtor waives all claims,
      damages and demands against Agent and Lenders arising out of the repossession,
      retention, sale or disposition of the Collateral and waives relief from
      valuation and appraisement laws. Debtor agrees that Agent need not give more
      than ten (10) days' notice (which notification shall be deemed given when
      mailed, postage prepaid, addressed to Debtor at Debtor's address set forth
      at
      the beginning of this Agreement, or when telecopied or telegraphed to that
      address or when telephoned or otherwise communicated orally to Debtor or any
      agent of Debtor at that address) of the time and place of any public sale or
      of
      the time after which a private sale may take place and that such notice is
      reasonable notification of such matters. Debtor shall remain liable for any
      deficiency if the proceeds of any sale or disposition of the Collateral are
      insufficient to pay all amounts to which Lenders are entitled. Debtor shall
      also
      be liable for the costs of collecting any of the Secured Obligations otherwise
      enforcing the term thereof or of this Agreement including reasonable attorneys'
      fees. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              12.

            	
              Rights
                of Lenders; Collateral, Payments and Proceeds of
                Collateral.
                During the term of the Loans and until all Secured Obligations of
                Debtor
                to Lenders have been fully performed and paid in full, and so long
                as any
                commitment of the Lenders is outstanding, without limiting any other
                right
                power or remedy of Lenders or Agent, if any Lenders (a "Benefitted
                Lender")
                shall at any time receive any payment (other than regularly scheduled
                payments of principal and interest prior to any Event of Default)
                of all
                or any part of the Loans, or interest thereon, or receive any Collateral
                in respect thereof (whether by setoff or otherwise) in a greater
                proportion than its pro rata
                share, such Benefitted Lender shall purchase for cash from the other
                Lenders such portions of the other Lenders' Notes, or shall provide
                such
                other Lenders with the benefits of any such Collateral, or the proceeds
                thereof, as shall be necessary to cause the Benefitted Lender to
                share the
                excess payment or benefits of such Collateral or proceeds ratably
                with the
                other Lenders; provided however, that if all or any portion of such
                excess
                payment or benefits is thereafter recovered from the Benefitted Lender,
                such purchase shall be rescinded, and the purchase price and benefits
                returned to the extent of such recovery, but without interest. Debtor
                agrees that, to the extent that Debtor makes a payment or payments
                to the
                Agent or any Lender, or the Agent or any Lender receives any proceeds
                of
                Collateral, which payment or payments or proceeds or any part thereof
                are
                subsequently invalidated, declared to be fraudulent or preferential,
                set
                aside and/or required to be repaid to Debtor, its estate, trustee,
                receiver or any other party, including, without limitation, any guarantor,
                under any bankruptcy law, state or federal law, common law or equitable
                cause, then to the extent of such payment or repayment, the Secured
                Obligations or the part thereof which has been paid, reduced or satisfied
                by such amount shall be reinstated and continued in full force and
                effect
                as of the date such initial payment, reduction or satisfaction occurred
                and shall be secured by the Collateral.


            


    

    


    
      	
              13.

            	
              General.
                Any provision of this Agreement which is prohibited or unenforceable
                in
                any jurisdiction shall, as to such jurisdiction, be ineffective to
                the
                extent of such prohibition or unenforceability without invalidating
                the
                remaining provisions hereof, and any such prohibition or unenforceability
                in any jurisdiction shall not invalidate or render unenforceable
                such
                provision in any other jurisdiction. Neither Agent nor Lenders shall
                be
                deemed to have waived any of their rights hereunder or under any
                other
                agreement instrument or paper signed by Debtor unless such waiver
                be in
                writing and signed by Agent and Lender. No delay or omission on the
                part
                of Agent or Lenders exercising any right shall operate as a waiver
                of such
                right or any other right. All of Agent's and Lenders' rights and
                remedies,
                whether evidenced hereby or by any other agreement, instrument or
                paper,
                shall be cumulative and may be exercised singularly or concurrently.
                Any
                written demand upon or written notice to Debtor shall be effective
                when
                deposited in the mails addressed to Debtor at the address shown at
                the
                beginning of this Agreement. This Agreement and all rights and obligations
                hereunder, including matters of construction, validity and performance,
                shall be governed by the law of the State of New York. The provisions
                hereof shall, as the case may require, bind or inure to the benefit
                of,
                the respective heirs, successors, legal representatives and assigns
                of
                Debtor, Agent and Lenders. 

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              14.

            	
              Authority
                of Agent.
                Debtor acknowledges that notwithstanding any provision of this Agreement
                to the contrary Agent may act on behalf of Lenders and may enforce
                on
                behalf of all Lenders any right, remedy or power granted Lenders
                under
                this Agreement. Debtor hereby waives any defense based on lack of
                authority of the Agent. 

            


    

    


    
      	
              15.

            	
              Notices.
                Any notices required hereby shall be given as provided in Section
                10.09
                of
                the Investment Agreement. 

            


    

    


    
      	
              16.

            	
              Counterparts.
                This Agreement may be executed in two or more counterparts and when
                so
                executed each counterpart shall constitute an original of this Agreement
                which taken together shall be one and the same agreement.
                

            


    

    


    
      	
              17.

            	
              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 hereunder shall be deemed to be held by
                the
                Control Agent (as defined in the Intercreditor Agreement) in accordance
                with the Intercreditor Agreement.

            


    

     

    
      	
              18.

            	
              Intercreditor
                Provision.
                Notwithstanding anything herein to the contrary, the lien and security
                interest granted to the Agent pursuant to this Agreement and the
                exercise
                of any right or remedy by the Agent hereunder are subject to the
                provisions of 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 the Intercreditor Agreement and this
                Security Agreement, the terms of the Intercreditor Agreement shall
                govern.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


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

     

    
      	
              DEBTOR:

            
	 
	
              GFN
                NORTH AMERICA CORP.

            
	 	 
	
              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/
              Robert T. Ladd
	
              Name:
                

            	Robert
              T. Ladd
	
              Title:

            	Authorized
              Secretary


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Schedule
      1

    


    Commercial
      Tort Claims


    


    NONE


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Schedule
      2

    


    Executive
      Office


    


    GFN
      North
      America Corp.

    39
      East
      Union Street

    Pasadena,
      California 91103